SECURITIES AND EXCHANGE COMMISSION
________________________
FORM 10-Q
(Mark One)
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2004 or
| o | 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 1-8789
________________________
American Shared Hospital Services
| California | 94-2918118 | |
| (State or other jurisdiction of Incorporation or organization) |
(IRS Employer Identification No.) |
| Four Embarcadero Center, Suite 3700, San Francisco, California | 94111 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (415) 788-5300
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 þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Securities Exchange Act Rule 12b-2). Yes o No þ
As of October 29, 2004, there are outstanding 4,755,173 shares of the Registrant’s common stock.
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERICAN SHARED HOSPITAL SERVICES
CONDENSED CONSOLIDATED BALANCE SHEETS
| (unaudited) | (audited) | |||||||
| ASSETS |
9/30/2004 |
12/31/2003 |
||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 9,512,000 | $ | 10,312,000 | ||||
Restricted cash |
50,000 | 50,000 | ||||||
Accounts receivable, net of allowance for
for doubtful accounts of $170,000 in
2004 and $170,000 in 2003 |
3,081,000 | 2,467,000 | ||||||
Prepaid expenses and other assets |
463,000 | 473,000 | ||||||
Total current assets |
13,106,000 | 13,302,000 | ||||||
Property and equipment: |
||||||||
Medical equipment and facilities |
49,221,000 | 46,072,000 | ||||||
Office equipment |
492,000 | 430,000 | ||||||
Deposits and construction in progress |
1,907,000 | 1,463,000 | ||||||
| 51,620,000 | 47,965,000 | |||||||
Accumulated depreciation and
amortization |
(18,737,000 | ) | (15,137,000 | ) | ||||
Net property & equipment |
32,883,000 | 32,828,000 | ||||||
Other assets |
169,000 | 174,000 | ||||||
Total assets |
$ | 46,158,000 | $ | 46,304,000 | ||||
| LIABILITIES AND | (unaudited) | (audited) | ||||||
| SHAREHOLDERS' EQUITY |
9/30/2004 |
12/31/2003 |
||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 170,000 | $ | 371,000 | ||||
Accrued interest |
4,000 | 145,000 | ||||||
Employee compensation and benefits |
228,000 | 126,000 | ||||||
Other accrued liabilities |
927,000 | 539,000 | ||||||
Income taxes payable |
50,000 | 50,000 | ||||||
Current portion of long-term debt |
6,775,000 | 6,803,000 | ||||||
Total current liabilities |
8,154,000 | 8,034,000 | ||||||
Long-term debt, less current portion |
18,298,000 | 20,114,000 | ||||||
Deferred income taxes |
189,000 | 1,096,000 | ||||||
Minority interest |
2,191,000 | 1,731,000 | ||||||
Shareholders’ equity: |
||||||||
Common stock, without par value: |
||||||||
authorized shares - 10,000,000; issued
& outstanding shares, 4,755,173 in 2004
and 3,918,203 in 2003 |
9,218,000 | 9,198,000 | ||||||
Additional paid-in capital |
4,381,000 | 3,461,000 | ||||||
Retained earnings |
3,727,000 | 2,670,000 | ||||||
Total shareholders’ equity |
17,326,000 | 15,329,000 | ||||||
Total liabilities and shareholders’ equity |
$ | 46,158,000 | $ | 46,304,000 | ||||
See accompanying notes
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AMERICAN SHARED HOSPITAL SERVICES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Three Months ended Sept. 30, |
Nine Months ended Sept. 30, |
|||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||||
Revenue: |
||||||||||||||||
Medical services |
$ | 4,136,000 | $ | 4,011,000 | $ | 12,479,000 | $ | 11,785,000 | ||||||||
Costs and expenses: |
||||||||||||||||
Costs of operations: |
||||||||||||||||
Maintenance and supplies |
203,000 | 222,000 | 625,000 | 533,000 | ||||||||||||
Depreciation and amortization |
1,199,000 | 1,085,000 | 3,555,000 | 3,061,000 | ||||||||||||
Other |
504,000 | 588,000 | 1,756,000 | 1,719,000 | ||||||||||||
Total costs of operations |
1,906,000 | 1,895,000 | 5,936,000 | 5,313,000 | ||||||||||||
Selling and administrative |
817,000 | 702,000 | 2,345,000 | 2,367,000 | ||||||||||||
Interest |
553,000 | 656,000 | 1,727,000 | 1,908,000 | ||||||||||||
Total costs and expenses |
3,276,000 | 3,253,000 | 10,008,000 | 9,588,000 | ||||||||||||
Operating income |
860,000 | 758,000 | 2,471,000 | 2,197,000 | ||||||||||||
Interest and other income |
21,000 | 27,000 | 64,000 | 99,000 | ||||||||||||
Minority interest |
(267,000 | ) | (224,000 | ) | (764,000 | ) | (699,000 | ) | ||||||||
Income before income taxes |
614,000 | 561,000 | 1,771,000 | 1,597,000 | ||||||||||||
Income tax (benefit) expense |
(226,000 | ) | 192,000 | 172,000 | 558,000 | |||||||||||
Net income |
$ | 840,000 | $ | 369,000 | $ | 1,599,000 | $ | 1,039,000 | ||||||||
Net income per share: |
||||||||||||||||
Earnings per common share — basic |
$ | 0.18 | $ | 0.10 | $ | 0.38 | $ | 0.27 | ||||||||
Earnings per common share — assuming
dilution |
$ | 0.16 | $ | 0.07 | $ | 0.31 | $ | 0.20 | ||||||||
See accompanying notes
3
AMERICAN SHARED HOSPITAL SERVICES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Nine Months ended Sept. 30, |
||||||||
| 2004 |
2003 |
|||||||
Operating activities: |
||||||||
Net income |
$ | 1,599,000 | $ | 1,039,000 | ||||
Adjustments to reconcile net cash provided by operating activities: |
||||||||
Depreciation and amortization |
3,621,000 | 3,130,000 | ||||||
Deferred income taxes |
58,000 | 559,000 | ||||||
Minority interest in consolidated subsidiaries |
764,000 | 699,000 | ||||||
Changes in operating assets and liabilities: |
||||||||
Receivables |
(614,000 | ) | (297,000 | ) | ||||
Prepaid expenses and other assets |
(6,000 | ) | 423,000 | |||||
Accounts payable and accrued liabilities |
91,000 | 88,000 | ||||||
Net cash from operating activities |
5,513,000 | 5,641,000 | ||||||
Investing activities: |
||||||||
Purchase of property and equipment |
(3,655,000 | ) | (4,510,000 | ) | ||||
Net cash from investing activities |
(3,655,000 | ) | (4,510,000 | ) | ||||
Financing activities: |
||||||||
Payment of dividends |
(485,000 | ) | (454,000 | ) | ||||
Payment received for exercise of stock options |
20,000 | 25,000 | ||||||
Distribution to minority owners |
(304,000 | ) | (455,000 | ) | ||||
Payment for repurchase of stock |
(45,000 | ) | (14,000 | ) | ||||
Financing on purchase of property and equipment |
3,790,000 | 4,913,000 | ||||||
Principal payments on long-term debt and capitalized leases |
(5,634,000 | ) | (4,188,000 | ) | ||||
Net cash from financing activities |
(2,658,000 | ) | (173,000 | ) | ||||
Net change in cash and cash equivalents |
(800,000 | ) | 958,000 | |||||
Cash and cash equivalents at beginning of period |
10,312,000 | 9,924,000 | ||||||
Cash and cash equivalents at end of period |
$ | 9,512,000 | $ | 10,882,000 | ||||
Supplemental cash flow disclosure: |
||||||||
Cash paid during the period for: |
||||||||
Interest paid |
$ | 1,868,000 | $ | 1,938,000 | ||||
Income taxes paid |
$ | 120,000 | $ | 81,000 | ||||
See accompanying notes
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AMERICAN SHARED HOSPITAL SERVICES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly American Shared Hospital Services’ consolidated financial position as of September 30, 2004 and the results of its operations for the three and nine month periods ended September 30, 2004 and 2003, which results are not necessarily indicative of results on an annualized basis. Consolidated balance sheet amounts as of December 31, 2003 have been derived from audited financial statements.
These unaudited consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2003 included in the Company’s 10-K and 10-KA filed with the Securities and Exchange Commission.
These financial statements include the accounts of American Shared Hospital Services (the “Company”) and its wholly-owned subsidiaries: OR21, Inc. (“OR21”); MedLeader.com, Inc. (“MedLeader”); American Shared Radiosurgery Services (“ASRS”); and ASRS majority-owned subsidiary, GK Financing, LLC (“GK Financing”).
The Company through its majority-owned subsidiary, GK Financing, provided Gamma Knife units to eighteen medical centers as of September 30, 2004 in Arkansas, California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Mississippi, Nevada, New Jersey, New Mexico, New York, Ohio, Pennsylvania, Texas and Wisconsin.
All significant intercompany accounts and transactions have been eliminated in consolidation.
Note 2. Per Share Amounts
Per share information has been computed based on the weighted average number of common shares and dilutive common share equivalents outstanding. For the three and nine months ended September 30, 2004 basic earnings per share was computed using 4,755,000 and 4,214,000 common shares, respectively, and diluted earnings per share was computed using 5,119,000 and 5,097,000 common shares and equivalents, respectively. For the three and nine months ended September 30, 2003 basic earnings per share was computed using 3,871,000 and 3,827,000 common shares, respectively, and diluted earnings per share was computed using 5,081,000 and 5,072,000 common shares and equivalents, respectively. The increase in common shares used in the basic earnings per share calculation during 2004 is the result of stock options exercised, primarily in third quarter 2004. This is explained in more detail in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Note 3. Stock-based Compensation
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The Company has two stock-based employee compensation plans, the 1995 and 2001 Stock Option Plans. The Company accounts for those plans using the intrinsic value method prescribed by APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price greater than or equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation. For pro forma purposes, the estimated fair value of the Company’s options is amortized over the options’ vesting period.
| Three months ended Sept. 30 | Nine Months Ended Sept. 30 | |||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||||
Net income, as reported |
$ | 840,000 | $ | 369,000 | $ | 1,599,000 | $ | 1,039,000 | ||||||||
Deduct: Total stock-based employee compensation expense
determined under fair value based method for all
awards, net of related tax effects |
$ | 0 | ($1,000 | ) | $ | 0 | ($1,000 | ) | ||||||||
Pro forma net income |
$ | 840,000 | $ | 368,000 | $ | 1,599,000 | $ | 1,038,000 | ||||||||
Earnings per share: |
||||||||||||||||
Basic-as reported |
$ | 0.18 | $ | 0.10 | $ | 0.38 | $ | 0.27 | ||||||||
Basic-pro forma |
$ | 0.18 | $ | 0.10 | $ | 0.38 | $ | 0.27 | ||||||||
Diluted-as reported |
$ | 0.16 | $ | 0.07 | $ | 0.31 | $ | 0.20 | ||||||||
Diluted-pro forma |
$ | 0.16 | $ | 0.07 | $ | 0.31 | $ | 0.20 | ||||||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This quarterly report to the Securities and Exchange Commission may be deemed to contain certain forward-looking statements with respect to the financial condition, results of operations and future plans of American Shared Hospital Services, which involve risks and uncertainties including, but not limited to, the risks of the Gamma Knife business. Further information on potential factors that could affect the financial condition, results of operations and future plans of American Shared Hospital Services is included in the filings of the Company with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K and 10-KA for the year ended December 31, 2003, the Quarterly Report on Form 10-Q for the periods ended March 31, 2004 and June 30, 2004 and the definitive Proxy Statement for the Annual Meeting of Shareholders held on June 17, 2004.
Medical services revenue increased $125,000 and $694,000 to $4,136,000 and $12,479,000 for the three month and nine month periods ended September 30, 2004, from $4,011,000 and $11,785,000 for the three and nine month periods ended September 30, 2003, respectively. The increase in revenue for the three month period ended September 30, 2004 was due to the addition of one new Gamma Knife unit that began operating during third quarter 2004, and one Gamma Knife center that began operating during late third quarter 2003, which was offset during third quarter 2004 by a 10% decrease in revenue at Gamma Knife centers in operation more than one year. The revenue increase for the nine month period was due to the inclusion of one new Gamma Knife unit that began operating during 2004 and three Gamma
6
Knife units that began operation during 2003, and was partially offset by a 13% revenue decrease at Gamma Knife centers in operation for longer than one year. The Company had 18 Gamma Knife units in operation at September 30, 2004 compared to 17 at September 30, 2003. Fourteen of the Company’s customers are under fee-per-use contracts, and four customers are under revenue sharing agreements (“retail”). For retail units the Company receives all or a percentage of the reimbursement (exclusive of physician fees) received by the customer, and is responsible for all or a percentage of the operating expenses of the Gamma Knife.
The number of Gamma Knife procedures increased by 8% to 552 and by 4% to 1,628 for the three and nine month periods ended September 30, 2004 from 510 and 1561 for the three and nine month periods ended September 30, 2003, respectively. The addition of one new Gamma Knife unit in 2004 and increases in procedures from three new Gamma Knife units that began operation during 2003 were offset during third quarter 2004 by decreases in procedures performed at Gamma Knife units in operation more than one year of 4% and 9% for the three and nine month periods ended September 30, 2004, respectively. The Company believes that the decrease in procedures performed at Gamma Knife units in operation more than one year is primarily due to personnel staffing issues at certain Gamma Knife sites and normal fluctuations in disease incidence and related factors.
Total costs of operations increased $11,000 and $623,000 to $1,906,000 and $5,936,000 for the three and nine month periods ended September 30, 2004, from $1,895,000 and $5,313,000 for the three and nine month periods ended September 30, 2003, respectively. Maintenance and supplies decreased by $19,000 and increased by $92,000 for the three and nine month periods ended September 30, 2004 compared to the same periods in the prior year. The decrease for the three month period is primarily due to credits associated with the renewal of maintenance contracts on certain Gamma Knife units. The increase for the nine month period is primarily due to an increase in the number of Gamma Knife contracts covered under maintenance contract. There were 16 Gamma Knife units covered under maintenance contract as of September 30, 2004 compared to 14 as of September 30, 2003. Depreciation and amortization increased by $114,000 and $494,000 for the three and nine month periods ended September 30, 2004 compared to the same periods in the prior year due to the inclusion of one new Gamma Knife unit that started operating during third quarter 2004 and three new Gamma Knife units that started operating during 2003. Other operating costs decreased $84,000 and increased $37,000 for the three and nine month periods ended September 30, 2004 compared to the same periods in the prior year. For the three month period the decrease is due to a reduction in operating expenses in connection with the Company’s retail Gamma Knife units, primarily due to a reduced number of retail procedures performed. For the nine month period, the increase is primarily due to an increase in marketing related costs and property taxes, partially offset by a reduction in operating expenses related to the Company’s retail units.
Selling and administrative costs increased by $115,000 and decreased by $22,000 to $817,000 and $2,345,000 for the three and nine month periods ended September 30, 2004 from $702,000 and $2,367,000 for the three and nine month periods ended September 30, 2003, respectively. The increase for the quarter was primarily due to increased payroll related costs and business development costs partially due to the addition of a Director of Sales during 2004. In addition, approximately $46,000 in employer paid payroll taxes were expensed during third
7
quarter 2004 due to income earned by the Company’s Chairman and Chief Executive Officer upon his exercise of 730,000 options to purchase Company stock. For the year the decrease was primarily due to the write-off in second quarter 2003 of Brazil development costs and a reduction in contributions during 2004, and was partially offset by an increase in business development costs.
Interest expense decreased by $103,000 and $181,000 to $553,000 and $1,727,000 for the three and nine month periods ended September 30, 2004 from $656,000 and $1,908,000 for the three and nine month periods ended September 30, 2003, respectively. These decreases are primarily due to lower interest expense on the debt relating to the more mature Gamma Knife units, partially offset by additional interest expense on the financing of one new Gamma Knife unit that began operation during third quarter 2004 and three new Gamma Knife units that began operation during 2003. The mature units have lower interest expense because interest expense decreases as the outstanding principal balance of each loan is reduced. In addition, the financing on the more recent Gamma Knife units is at lower interest rates than the older loans.
Interest and other income decreased by $6,000 and $35,000 to $21,000 and $64,000 for the three and nine month periods ended September 30, 2004 from $27,000 and $99,000 for the three and nine month periods ended September 30, 2003, respectively, primarily due to lower invested cash balances. For the nine month period, the reduction is also due to interest income of approximately $17,000 in first quarter 2003 relating to a state sales/use tax refund.
Minority interest increased by $43,000 and $65,000 to $267,000 and $764,000 for the three and nine month periods ended September 30, 2004 from $224,000 and $699,000 for the three and nine month periods ended September 30, 2003, respectively, due to increased profitability of GK Financing. Minority interest represents the 19% interest of GK Financing owned by a third party.
Income tax expense decreased by $418,000 and $386,000 to a benefit of $226,000 and an expense of $172,000 for the three and nine month periods ended September 30, 2004 compared to expense of $192,000 and $558,000 for the three and nine month periods ended September 30, 2003, respectively. The Company recorded a 40% income tax provision in the three and nine month periods ended September 30, in both 2004 and 2003, and the provision for both the three and nine month periods increased due to greater profitability. The decrease for the three month period was due to an income tax benefit of $472,000 that was recorded for the exercise of 730,000 previously expensed options, which offset the income tax provision. In third quarter 2003, the effective income tax rate was reduced to 34% due to an income tax benefit of $33,000 that was recorded for the exercise of 50,000 previously expensed options. For the nine month period ended September 30, 2004, the effective income tax rate was reduced to 10% compared to 35% for the same period in the prior year. This is due to an income tax benefit on the exercise of previously expensed options of $537,000 (830,000 shares) compared to $81,000 (125,000 shares) in the prior year. These income tax benefits are the result of compensation expense that was recognized when the options were granted in 1995.
The Company had net income of $840,000 ($0.16 per diluted share) and $1,599,000 ($0.31 per diluted share) for the three and nine month periods ended September 30, 2004
8
compared to net income of $369,000 ($0.07 per diluted share) and $1,039,000 ($0.20 per diluted share) in the same period in the prior year. The increase for both the three and nine month periods was primarily due to an income tax benefit as a result of the exercise of stock options, the addition of one new Gamma Knife unit that began operation during 2004 and three new Gamma Knife units that began operation during 2003, and lower interest expense.
Liquidity and Capital Resources
The Company had cash and cash equivalents of $9,512,000 at September 30, 2004 compared to $10,312,000 at December 31, 2003. The Company’s cash position decreased by $800,000 primarily due to the payment of dividends of $485,000 and an increase in accounts receivable of $614,000.
During the first three quarters of 2004 the Company paid quarterly dividends totaling $485,000. In September 2004, the Company declared a quarterly dividend of $0.045 per share to shareholders of record on October 1, 2004, which resulted in a reduction in retained earnings of $214,000 in third quarter 2004. The dividends were paid to shareholders of record on October 15, 2004.
The Company as of September 30, 2004 had shareholders’ equity of $17,326,000, working capital of $4,952,000 and total assets of $46,158,000.
The Company has scheduled interest and principal payments under its debt obligations of approximately $8,670,000 during the next 12 months. The Company believes that its cash flow from operations and cash resources are adequate to meet its scheduled debt obligations during the next 12 months.
The Company’s primary lender for its Gamma Knife projects, DVI Financial Services Inc. (“DVI”), filed for Chapter 11 bankruptcy protection in August 2003. This will not materially affect the financing that has been committed to existing projects. The Company has secured alternative financing for its pending projects and continues to seek other financing options for future projects. Financing has been secured at lower interest rates than had historically been obtained from DVI, however certain debt covenants are more restrictive than required by DVI. In addition, DVI did not require a parent company guarantee, but one alternative financing lender has required a parent guarantee on leasehold improvements only.
Through June 30, 2004 the Company invested its cash in an institutionally priced money market fund pending use in the Company’s operations. During July 2004 the Company converted its invested cash primarily to short to intermediate-term fixed income securities. The objective of the fixed income investments is to maximize current income while preserving principal value.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and our Chief Financial Officer, after evaluating the effectiveness of the Company’s
9
“disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (“Exchange Act”) Exchange Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly report, have concluded that our disclosure controls and procedures are effective based on their evaluation of these controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.
(b) Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Unrestricted Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Securities Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits.
The following exhibits are filed herewith:
| Exhibit Number |
Description |
|
10.45
|
Lease Agreement for a Gamma Knife Unit dated as of May 28, 2003 between GK Financing, LLC and Lehigh Valley Hospital. (Confidential material appearing in this document has been omitted and filed separately with the Securities and Exchange Commission in accordance with Rule 24b-2, promulgated under the Securities and Exchange Act of 1934, as amended. Omitted information has been replaced with asterisks.) | |
31.1
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
10
| Exhibit Number |
Description |
|
31.2
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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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.
AMERICAN SHARED HOSPITAL SERVICES
Registrant
| Date: November 12, 2004 | /s/ Ernest A. Bates | |||
| Ernest A. Bates, M.D. | ||||
| Chairman of the Board and Chief Executive Officer |
||||
| Date: November 12, 2004 | /s/ Craig K. Tagawa | |||
| Craig K. Tagawa | ||||
| Senior Vice President Chief Operating and Financial Officer |
||||
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