SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[x] QUARTERLY REPORT PURSUANT SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended September 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
----------------- ------------------
Commission File No. 0-23590
SUPER VISION INTERNATIONAL, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 59-3046866
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
8210 Presidents Drive
Orlando, Florida 32809
(Address of Principal Executive Offices)
(407) 857-9900
(Issuer's Telephone Number, Including Area Code)
2442 Viscount Row
Orlando, Florida 32809
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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
------ ------
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding at November 11, 1997:
Class A Common Stock, $.001 1,765,939 shares
par value
Class B Common Stock, $.001
par value 483,264 shares
Traditional Small Business Disclosure Format
Yes X No
------- --------
SUPER VISION INTERNATIONAL, INC.
SUPER VISION INTERNATIONAL, INC.
INDEX TO FORM 10-QSB
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Financial Statements:
Condensed Balance Sheets as of September 30, 1997 and
December 31, 1996 1
Condensed Statements of Operations for the Three Months
and Six Months Ended September 30, 1997 and 1996 2
Condensed Statement of Stockholders' Equity 3
Condensed Statements of Cash Flows for the Six Months
Ended September 30, 1997 and 1996 4
Notes to Condensed Financial Statements 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security-Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
SUPER VISION INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31,
ASSETS 1997 1996
------------------------ -----------------------
Current Assets:
Cash and cash equivalents $ 2,526,503 $ 3,327,965
Investments 100,574 107,667
Trade accounts receivable, less allowance for doubtful
accounts of $50,778 and $41,866 1,309,438 1,310,057
Inventory, less reserve for excess inventory of $64,186 2,426,292 1,921,103
Advances to employees 21,045 25,524
Deferred tax asset 89,123 185,865
Other assets 98,717 72,781
----------------------- -----------------------
Total current assets 6,571,692 6,950,962
----------------------- -----------------------
Property, Plant and Equipment 5,589,674 1,764,706
Accumulated depreciation and amortization (378,598) (325,957)
----------------------- -----------------------
Net equipment and furniture 5,211,076 1,438,749
----------------------- -----------------------
Other Assets 158,841 229,489
----------------------- -----------------------
Deposits on Equipment 79,786 -
----------------------- -----------------------
$ 12,021,395 $ 8,619,200
======================= =======================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 855,615 1,020,478
Accrued liabilities 78,589 194,247
Accrued compensation and benefits 32,000 139,769
Payments in excess of costs and recognized profit on
uncompleted contracts - 53,702
Deposits 71,832 51,814
Income tax payable 5,770 19,388
Current portion of obligation under capital lease 170,565 -
----------------------- -----------------------
Total current liabilities 1,214,371 1,479,398
----------------------- -----------------------
Non-current Liabilities:
Obligation under capital lease 2,925,560 -
----------------------- -----------------------
Total non-current liabilities 2,925,560 -
----------------------- -----------------------
Stockholders' Equity:
Preferred stock, $.001 par value, 5,000,000 shares
authorized, none issued - -
Class A common stock, $.001 par value, authorized 16,610,866
shares, 1,736,514 issued and outstanding 1,737 1,681
Class B common stock, $.001 par value, 3,389,134 shares authorized,
483,264 and 3,375,134 issued and outstanding 483 3,375
Additional paid-in capital 7,968,165 7,633,653
Retained earnings (deficit) (88,921) (498,907)
----------------------- -----------------------
Total stockholders' equity 7,881,464 7,139,802
----------------------- -----------------------
$ 12,021,395 $ 8,619,200
======================= =======================
See accompanying notes to condensed financial statements.
1
SUPER VISION INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
1997 1996 1997 1996
---------------- -------------------- ----------------- -----------
Revenues 1,881,038 1,695,285 6,626,760 4,198,929
Cost and Expenses:
Cost of sales 1,121,451 938,480 3,966,066 2,544,274
Selling, general and administrative 443,813 468,236 1,744,251 1,304,831
Research and development 95,034 46,825 227,029 127,061
---------------- -------------------- ----------------- ------------
Total costs and expenses 1,660,298 1,453,541 5,937,346 3,976,166
---------------- -------------------- ----------------- ------------
Operating Income 220,740 241,744 689,414 222,763
---------------- -------------------- ----------------- ------------
Non-Operating Income (Expenses):
Interest Income 38,830 32,856 114,602 83,787
Interest Expense (123,991) (747) (123,991) (2,227)
Loss on disposal of assets (100,879) - (100,879) (7,543)
---------------- -------------------- ----------------- ------------
Total non-operating income (expense) (186,040) 32,109 (110,268) 74,017
---------------- -------------------- ----------------- ------------
Income Before Income Taxes 34,700 273,853 579,146 296,780
Income Tax Expense 1,322 - 169,160 -
---------------- -------------------- ----------------- ------------
Net Income $ 33,378 $ 273,853 $ 409,986 $ 296,780
================ ==================== ================= ============
Income Per Common Share:
Primary $ 0.01 $ 0.14 $ 0.18 $ 0.16
================ ==================== ================= ============
Weighted Average Shares of
Common Stock Outstanding:
Primary 2,436,910 1,902,159 2,227,891 1,852,540
================ ==================== ================= ============
See accompanying notes to condensed financial statements.
2
SUPER VISION INTERNATIONAL, INC.
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
COMMON STOCK
-------------------------------------------------------
CLASS A CLASS B ADDITIONAL RETAINED
--------------------------- -------------------------- PAID-IN EARNINGS
SHARES AMOUNT SHARES AMOUNT CAPITAL (DEFICIT)
------------- ------------- ------------- ------------ -------------- ------------
Balance, December 31, 1996 1,680,946 $ 1,681 3,375,134 $ 3,375 $ 7,633,653 $ (498,907)
Retirement of Class B Escrow Shares - - (2,891,870) (2,892) 2,892 -
Issuance Costs for Shares Underlying
Class A and B Warrants - - - - (15,000) -
Exercise of Class A Warrants
11,100 11 - - 79,076 -
Exercise of Employee Stock Options 45
44,468 - - 267,543 -
Net Income for the Nine Months Ended
September 30, 1997 - - - - - 409,986
------------ ------------ ------------ ------------ -------------- -----------
Balance, September 30, 1997
1,736,514 $ 1,737 483,264 $ 483 $ 7,968,165 $ (88,921)
============ ============ ============ ============ ============== ===========
3
See accompanying notes to condensed financial statements.
SUPER VISION INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
NINE MONTHS
ENDED SEPTEMBER 30,
1997 1996
-------------------- -----------------
Cash Flows from Operating Activities:
Net income $ 409,986 $ 296,780
------------------- -----------------
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 215,830 105,536
Loss on disposal of fixed assets 100,879 7,543
Accretion of capital lease obligation 35,476 -
(Increase) decrease in:
Accounts receivable, net 619 (639,506)
Inventory (505,189) (1,104,414)
Other assets 153,512 (138,633)
Increase (decrease) in:
Accounts payable (164,863) 352,461
Accrued and other liabilities (290,747) 214,830
Deposits 20,018 474,017
------------------- ------------------
Total adjustments (434,465) (728,166)
------------------- ------------------
Net cash used in operating activities (24,479) (431,386)
------------------- ------------------
Cash Flows from Investing Activities:
Proceeds from investments 7,093 -
Acquisition of patents and trademarks (12,498) (16,051)
Purchase of property, plant and equipment (1,003,117) (316,295)
Proceeds from disposal of equipment and furniture - 7,049
Deposits on equipment (79,786) -
------------------- ------------------
Net cash used in investing activities (1,088,308) (325,297)
------------------- ------------------
Cash Flows from Financing Activities:
Issuance costs (15,000) 1,966,978
Proceeds from exercise of warrants 79,076 -
Proceeds from exercise of employee stock options 267,600 -
Payments on capital lease obligation (20,351) -
------------------- ------------------
Net cash provided by financing activities 311,325 1,966,978
------------------- ------------------
Net Decrease in Cash and Cash Equivalents (801,462) 1,210,295
Cash and Cash Equivalents, beginning of period 3,327,965 2,327,775
------------------- ------------------
Cash and Cash Equivalents, end of period $ 2,526,503 $ 3,538,070
==================== ==================
See accompanying notes to condensed financial statements.
4
SUPER VISION INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
For the Nine-Month Periods Ended September 30, 1997 and 1996
1. BASIS OF PRESENTATION:
In the opinion of the Company, the accompanying unaudited financial
statements contain all adjustments, consisting only of normal recurring
accruals, necessary to present fairly the Company's financial position,
results of operations and cash flows for the periods presented. The
results of operations for the interim periods presented are not
necessarily indicative of the results to be expected for the full year.
The condensed financial statements should be read in conjunction with
the financial statements and the related disclosures contained in the
Company's Form 10-KSB dated March 26, 1997, filed with the Securities
and Exchange Commission.
2. STOCK OPTION PLAN:
The Company has a stock option plan that provides for the grant of
incentive stock options and nonqualified stock options for up to
250,000 shares of the Company's Class A common stock under the plan.
The option price must be at least 100% of market value at the date of
the grant.
The following table summarizes activity of the stock option plan for
the period ended September 30, 1997:
Options Number Option
Available for of Price
Future Grant Shares Per Share
------------ ------ ---------
Balance, December 31, 1996 69,769 176,131 $5.00-$9.25
Options granted (53,900) 56,000
Options exercised - (44,568)
Options cancelled 9,233 (9,233)
-------- --------
Balance, September 30, 1997 25,102 178,330
======== ========
Options granted vest ratably over a three-year period. As of September
30, 1997, 133,334 options were vested and exercisable.
5
SUPER VISION INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
For the Nine-Month Periods Ended September 30, 1997 and 1996
3. INCOME TAXES
The components of the net deferred tax asset recognized in the accompanying
balance sheet at September 30, 1997 are as follows:
Deferred tax liability $( 69,553)
Deferred tax asset 179,583
Valuation allowance ( 20,907)
----------
$ 89,123
==========
The types of temporary differences between the tax basis of assets and
liabilities and their financial statement reporting amounts are
attributable principally to depreciation methods, deferred gains, and
different accounting methods used.
As of September 30, 1997, the Company had approximately $116,239 in net
operating loss carryforwards for federal and state income tax purposes,
which expire in 2011.
4. INVENTORY:
Inventory at September 30, 1997 and December 31, 1996 consisted of the
following components:
SEPTEMBER 30, DECEMBER 31,
1997 1996
---------------- -------------
Raw materials $ 1,594,492 $ 1,334,429
Work in progress 5,259 50,122
Finished goods 890,727 618,180
---------------- -------------
2,002,731
Less: Reserved for excess inventory ( 64,186) (81,628)
--------------- -------------
$ 2,426,292 $ 1,921,103
================ =============
6
SUPER VISION INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
For the Nine-Month Periods Ended September 30, 1997 and 1996
5. CAPITAL LEASE:
The Company leases its operating facility from a corporation owned by the
Company's President. The lease has fifteen-year term, and became effective
June 15, 1997, extending through June 15, 2012.
Assets recorded under capital lease and included in Property, Plant and
Equipment are as follows:
Office/Warehouse building $ 3,081,000
Less accumulated amortization ( 51,350)
------------
$ 3,029,650
============
At September 30, 1997, the future minimum annual lease payments for the
five years subsequent to commencement of the lease and in the aggregate are
as follows:
1997 ......................................................... $ 378,552
1998 ......................................................... 513,300
1999 ......................................................... 581,520
2000 ......................................................... 610,596
2001 ......................................................... 641,126
2002 and thereafter ............................................. 8,467,216
------------
Minimum lease payments........................................... 11,192,310
Less amount representing interest................................ ( 8,085,185)
Present value of net minimum lease payments under
capital lease ............................................. $ 3,096,125
Less amount included in current liabilities...................... ( 170,565)
------------
Amount included in long-term liabilities ....................... $ 2,925,560
============
7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
Financial Statements and Notes thereto appearing elsewhere in this report.
The following discussion contains certain forward-looking statements, within the
meaning of the "safe-harbor" provisions of the Private Securities Litigation
Reform Act of 1995, the attainment of which involve various risks and
uncertainties. Forward-looking statements may be identified by the use of
forward-looking terminology such as "may", "will", "expect", "believe",
"estimate", "anticipate", "continue", or similar terms, variations of those
terms or the negative of those terms. The Company's actual results may differ
materially from those described in these forward-looking statements due to,
among other factors, competition in each of the Company's product areas,
dependence on suppliers, the Company's limited manufacturing experience and the
evolving nature of the Company's fiber optic technology.
Results of Operations
Revenues are derived primarily from the sale of fiber optic side glow and end
glow cable and light sources, point of purchase fiber optic signs and displays
and sales of fiber optic landscape and task lighting systems. Total revenues for
the three months ("1997 quarter") and nine months ended September 30, 1997
("1997 nine months") were approximately $1,881,000 and $6,627,000, respectively,
as compared to approximately $1,695,000 and $4,199,000 for the three months
("1996 quarter") and nine months ended September 30, 1996 ("1996 nine months").
This represented increases of 11% and 58%, respectively. The increase in
revenues is primarily attributable to continued increases in sales of the
Company's pool and spa lighting products, and growth in the sign market segment.
Sales to the Company's exclusive distributor in the pool and spa industry,
Hayward Pool Products, remained strong in the 1997 quarter despite the closing
of the traditional pool and spa building season. The Company also noted growth
in the sign market as the Company continued expansion of marketing efforts
targeted to this industry. The Company intends to continue efforts to penetrate
the sign company market due to the large potential market for the Company's
products in this industry. The increase in revenues during the 1997 nine months
is also attributable to approximately $830,000 of revenue recognized under a
long-term contract completed in May 1997 for what the Company believes to be the
world's largest custom fiber optic display. Management believes the overall
market available to fiber optic lighting products continues to increase as the
lighting, sign and pool and spa industries become aware of the benefits and
applications of fiber optics in these market segments.
8
Cost of sales were approximately $1,121,000, or 60% of revenues, during the 1997
quarter and $3,966,000, or 60% of revenues, for the 1997 nine months as compared
to approximately $938,000, or 55% of revenues, for the 1996 quarter and
$2,544,000, or 61% of revenues, for the 1996 nine months. The gross margin was
40% for both the 1997 quarter and 1997 nine months, respectively, and 45% and
39%, respectively, for the 1996 quarter and 1996 nine months. Gross margins for
the 1997 nine months were slightly improved due to process improvements in the
Company's fiber optic cabling and extrusion production lines, which improved
product performance and resulted in increased yields, thereby increasing margin
experience. The 1997 gross margin was also favorably impacted by the effects of
volume purchase discounts of product components, although the full effects of
these quantity discounts will not be fully realized until such time, if ever, as
the Company's sales volumes result in consistently improved inventory turns. The
Company has increased inventory levels of standard product components in order
to take advantage of quantity discounts. These components are common to many of
the Company's product lines and are not associated with one particular product
or market. The gross margin for the 1997 quarter decreased from the same period
last year, however, due to the increase in fixed overhead costs resulting from
the Company's relocation to a new headquarters and manufacturing facility. In
August, the Company relocated from its previous facilities totaling 27,000
square feet to its new facility of 70,000 square feet. Fixed overhead costs
include rent, utilities, insurance and other costs of facility maintenance and
operation. Management believes that the increased costs associated with the new
facility are necessary for the Company to effectively compete in the market and
to service the potential increased sales volumes which Management believes may
result from continued marketing and sales efforts.
Selling, general and administrative expenses were approximately $444,000 and
$1,744,000 during the 1997 quarter and 1997 nine months, respectively, as
compared to approximately $468,000 and $1,305,000 for the 1996 quarter and 1996
nine months, respectively. This represented a decrease of 5% for the 1997
quarter, and an increase of 34% for the 1997 nine months. During the 1997 nine
months, the Company attended numerous domestic and international trade shows
targeted towards expanding the sign market which resulted in increased
promotional and travel costs. The Company also experienced increased costs in
the area of investor communications, and other costs associated with the public
trading of the Company's securities. Additionally, the Company produced new
product catalogs to include newly introduced products, as well as a price guide
and marketing video. The Company increased personnel levels in the sales,
marketing and customer service areas to support increased requests for
information regarding the Company's products, which increased selling and
marketing expenses. The decrease in expenses for the 1997 quarter is
attributable to the timing of several major trade shows which were held earlier
in the year than had been the case in the prior year.
Research and development costs were approximately $95,000 and $227,000 during
the 1997 quarter and 1997 nine months, respectively, as compared to
approximately $47,000 and $127,000 during the 1996 quarter and 1996 nine months,
respectively. This represented increases of 102% and 79%, respectively. The
Company increased personnel levels in the area of research and development in
order to shorten development time of several new light sources, as well as
custom modifications to existing products to meet market requests. The Company
believes that its willingness to customize products to meet end user needs may
provide a significant benefit in attracting and retaining customers, which may
result in long term revenue growth. The Company introduced its new DMX
compatible light source during the 1997 quarter, which is targeted toward high
end lighting needs and entertainment venues. Expenses were also incurred in the
extensive testing and development of several potentially promising lamp and
reflector technologies which the Company believes may result in greatly
improved performance of its light sources.
Interest income is derived from the short-term investments of liquid cash
balances in low risk commercial paper and money market funds. Net interest
income for the 1997 quarter and 1997 nine months was approximately $39,000 and
$115,000, respectively, as compared to approximately $33,000 and $84,000 for the
1996 quarter and 1996 nine months, respectively. The increase is attributable to
increased cash balances available for investment during the 1997 quarter and
1997 six months. Primarily as a result of the sale by the Company of 249,480
shares of Class A Common Stock for an aggregate amount of approximately
$1,945,000, net of issuance costs, in September 1996.
Interest expense increased from approximately $1,000 and $2,000 for the 1996
quarter and six months, respectively, to approximately $124,000 for the 1997
quarter and six months. The increase is attributable to the
9
accounting treatment for the lease on the Company's new facility as a capital
lease under Statement of Financial Accounting Standards No. 13, Accounting for
Leases.
Leasehold improvements related to the Company's previous facility with a net
book value of approximately $101,000 were written off as a result of the
Company's relocation to its new facility as described above.
Income taxes for the 1997 nine months include a provision for income taxes of
approximately $174,000, which was offset by tax benefits of approximately
$38,000 as a result of the carryforward of prior year tax losses.
The net income for the 1997 quarter was approximately $33,000, or $.01 per
common share, as compared to net income of approximately $274,000, or $.14 per
common share, in the 1996 quarter. The decrease in net income is attributable
primarily to the relocation of the Company's facility. This resulted in one time
charges of approximately $101,000 for the write off of leasehold improvements on
the Company's previous facility, and direct moving expenses of approximately
$100,000 for the physical relocation of the Company's plant, inventory, and
personnel. In addition, the increased costs for the operation of the Company's
new facility contributed to the decrease in net income.
Liquidity and Capital Resources
At September 30, 1997, the Company had working capital of approximately
$5,357,000.
Cash and investments decreased by approximately $808,000 during the 1997 nine
months. Inventory increased by approximately $505,000 during the 1997 nine
months. Inventory was expanded in order to take advantage of volume purchase
discounts. Net equipment and furniture increased by approximately $3,772,000.
The Company has signed a fifteen-year lease for an approximately 70,000 square
foot headquarters and production facility in Orlando, Florida. The facility has
been recorded as a capital lease, and recorded at a value of $3,081,000. Cash of
approximately $778,000 was expended in custom improvements of the Company's new
facility. An additional $225,000 of cash was used to acquire furniture and
computer equipment for the new facility. Accounts payable decreased by
approximately $164,000 as the Company took advantage of discounts for early
payment in order to further increase gross margins. Accrued and other
liabilities decreased by approximately $223,000 primarily due to the payment of
compensation amounts accrued as of December 31, 1996, which were paid in the
1997 nine months.
The Company recorded a capital lease obligation related to the Company's new
facility of $3,081,000. The amount to be amortized over the ensuing twelve
months is included as a current obligation, with the remaining obligation
recorded as a non-current liability.
Escrowed Shares
In January 1994, the Company and certain stockholders of the Company entered
into an agreement providing for the escrow of 2,918,000 shares held by such
individuals (the "Escrow Shares"). In the event any of the shares were released
from escrow to officers, directors and other employees of the Company,
compensation expense would be recorded for financial reporting purposes as
required by GAAP. As of March 31, 1997, Brett Kingstone, the President and
Chairman, voluntarily retired 2,891,870 shares of Class B Common Stock
previously held in the escrow account. These shares were returned to the Company
treasury. The Company currently has 26,130 shares of Class A Common Stock held
in escrow. In the event the Company attains any of the earnings thresholds, or
the Company's Class A Common Stock meets certain minimum bid prices required for
the release of the remaining 26,130 Escrow Shares, the Company may, in the event
of the release of such shares from escrow, recognize during the period in which
the earnings threshold are met or are probable of being met or such minimum bid
prices attained, charges to earnings as compensation expense which would have
the effect of increasing the Company's loss or reducing earnings, if any, at
such time.
10
PART II
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - Financial Data Schedule (for SEC use only)
(b) During the quarter ended September 30, 1997:
(i) a report on Form 8-K, dated September 30, 1997, was filed on
October 6, 1997;
(ii) an amendment to Form 8-K, dated September 30, 1997, was filed on
October 9, 1997; and
(iii) an amendment to Form 8-K, dated September 30, 1997, was filed on
October 17, 1997. Each of the forms filed concerned the Company's dismissal
of its prior certifying accountants, Cooper's & Lybrand L.L.P., and its
retaining of its new certifying accountants, Ernst & Young LLP.
11
In accordance with the requirements with the requirements of the Securities
Exchange Act of 1934, the registrant caused this report to be signed on its
behalf by the undersigned, thereunder duly authorized.
SUPER VISION INTERNATIONAL, INC.
By: /s/Brett M. Kingstone Date: November 14, 1997
-----------------------------------------
Brett M. Kingstone, President and
Chief Executive Officer
(Principal Executive Officer)
By: /s/John P. Stanney Date: November 14, 1997
------------------------------------------
John P. Stanney, Chief Financial Officer
(Principal Financial and Accounting Officer)
12