UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-16225
EMCON
(Exact name of Registrant as specified in its charter)
California 94-1738964
- --------------------------------------- --------------------
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
400 South El Camino Real, Suite 1200,
San Mateo, California 94402
- ---------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 375-1522
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 [ ]
8,480,158 shares of Common Stock Issued and Outstanding as of April 30, 1996.
1
EMCON
INDEX
REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1996
Page
Number
FACING SHEET........................................................... 1
TABLE OF CONTENTS...................................................... 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets -
March 31, 1996 and December 31, 1995................. 3
Consolidated Statements of Income -
Three months ended March 31, 1996 and 1995........... 4
Consolidated Statements of Cash Flows -
Three months ended March 31, 1996 and 1995........... 5
Notes to Consolidated Financial Statements........... 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations........ 9
PART II. OTHER INFORMATION........................................... 11
Signatures............................................................. 12
Index to Exhibits...................................................... 13
2
EMCON
CONSOLIDATED BALANCE SHEETS
- -------------------------------------------------------------------------------
March 31, December 31,
1996 1995
(In thousands, except share amounts) (Unaudited) (Audited)
- -------------------------------------------------------------------------------
ASSETS
Current Assets:
Cash and cash equivalents ..................... $ 5,520 $ 9,451
Marketable securities ......................... -- 501
Accounts receivable, net of allowance
for doubtful accounts of $1,120 and
$1,052 at March 31, 1996 and
December 31, 1995, respectively ............ 39,125 34,925
Prepaid expenses and other current assets ..... 5,293 3,066
-------- --------
Total Current Assets ....................... 49,938 47,943
Net property and equipment, at cost ........... 22,564 16,690
Other assets .................................. 4,107 3,579
Deferred tax assets ........................... 1,823 1,677
Intangible assets, net of amortization ........ 20,527 8,747
-------- --------
Total Assets ............................... $ 98,959 $ 78,636
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable .............................. $ 5,362 $ 4,174
Accrued payroll and related benefits .......... 5,118 4,975
Other accrued liabilities ..................... 5,168 2,109
Non-current obligations due within one year ... 789 372
-------- --------
Total Current Liabilities .................. 16,437 11,630
Non-current obligations ....................... 16,642 1,700
Commitments and contingencies ................. -- --
Shareholders' Equity:
Preferred stock, no par value, 5,000,000
shares authorized; no shares issued
or outstanding ............................. -- --
Common stock, no par value, 15,000,000
shares authorized; 8,480,158 and
8,329,343 shares issued and outstanding
at March 31, 1996 and December 31, 1995,
respectively ............................... 41,928 41,401
Retained earnings ............................. 23,952 23,918
Unrealized losses on marketable securities .... -- (13)
-------- --------
Total Shareholders' Equity ................. 65,880 65,306
-------- --------
Total Liabilities and Shareholders' Equity.. $ 98,959 $ 78,636
======== ========
See accompanying notes
3
EMCON
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
- -------------------------------------------------------------------------------
Three months ended
March 31,
----------------------------
(In thousands, except per share amounts) 1996 1995
- -------------------------------------------------------------------------------
Gross revenue .................................... $ 28,564 $ 30,369
Outside services, at cost ........................ 3,957 4,093
-------- --------
Net revenue ................................... 24,607 26,276
Costs and expenses:
Direct expenses ............................... 9,689 9,986
Indirect expenses ............................. 14,799 15,762
-------- --------
Income from operations ..................... 119 528
Interest income (expense), net ................... (22) 59
Equity in loss of affiliates ..................... (44) (20)
-------- --------
Income before provision for income taxes ......... 53 567
Provision for income taxes ....................... 19 170
-------- --------
Net income ....................................... $ 34 $ 397
======== ========
Income per share ................................. $ 0.01 $ 0.05
======== ========
See accompanying notes
4
EMCON
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
- ------------------------------------------------------------------------------------------------------------
Three months ended
March 31,
----------------------------
Increase (decrease) in cash and cash equivalents (in thousands) 1996 1995
- ------------------------------------------------------------------------------------------------------------
Cash flow from operating activities:
Net income ................................................................. $ 34 $ 397
Adjustments to reconcile net income to net
cash provided by (used for) operating activities:
Depreciation and amortization .......................................... 1,463 1,361
Loss on sale/disposal of property and equipment ........................ 29 29
Increase in salary continuation plan ................................... 11 21
Changes in operating assets and liabilities:
Accounts receivable ................................................ (8) 1,059
Prepaid expenses and other current assets .......................... (902) (1,028)
Other assets ....................................................... (384) 82
Accounts payable ................................................... (472) (3,564)
Accrued payroll and related benefits ............................... (241) (829)
Other accrued liabilities .......................................... 272 135
- -----------------------------------------------------------------------------------------------------------
Net cash used for operating activities ..................................... (198) (2,337)
- -----------------------------------------------------------------------------------------------------------
Cash flow from investing activities:
Additions to property and equipment ........................................ (621) (844)
Purchases of available for sale securities ................................. -- (25)
Maturities of available for sale securities ................................ 514 499
Acquisitions, net of cash acquired ........................................ (4,007) --
Proceeds from sale of property and equipment ............................... 6 20
- ----------------------------------------------------------------------------------------------------------
Net cash used for investing activities ..................................... (4,108) (350)
- ----------------------------------------------------------------------------------------------------------
Cash flow from financing activities:
Payment of current and noncurrent obligations .............................. (152) (70)
Issuance of common stock for cash .......................................... 527 189
- ----------------------------------------------------------------------------------------------------------
Net cash provided by financing activities .................................. 375 119
- ----------------------------------------------------------------------------------------------------------
Decrease in cash and cash equivalents ......................................... (3,931) (2,568)
Cash and cash equivalents, beginning of year .................................. 9,451 5,152
- ----------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period ...................................... $ 5,520 $ 2,584
- ----------------------------------------------------------------------------------------------------------
See accompanying notes
5
EMCON
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries after elimination of all
significant intercompany accounts and transactions.
While the financial information is unaudited, the statements in this report
reflect all adjustments, which are normal and recurring, that are necessary
for a fair presentation of the results of operations for the interim
periods covered and of the financial condition of the Company at the dates
of the balance sheets. The operating results for the interim periods
presented are not necessarily indicative of performance for the entire
year.
These financial statements and notes should be read in conjunction with the
Company's consolidated financial statements for the fiscal year ended
December 31, 1995.
2. Restructuring Charges
In December 1994, as a result of changes in senior management, the
Company's Board of Directors approved a corporate restructuring plan which
included the write off of employment contracts with no current or future
value, termination of personnel, and the elimination or abandonment of
excess and underperforming assets and facilities. During the quarter ended
March 31, 1996, $37,000 of cash charges related to the restructuring were
incurred and charged against the established reserve. At March 31, 1996,
$115,000 of accrued restructuring costs were included in other accrued
liabilities. To-date, $1,049,000 of restructuring charges have been
incurred.
3. On February 29, 1996, EMCON acquired all of the outstanding capital stock
of Organic Waste Technologies, Inc., ("OWT"), a Cleveland based
construction, equipment and operations and maintenance company with
significant expertise in solid waste management. The Company purchased OWT
for $14,039,000 in cash plus the issuance of convertible notes held by
certain senior OWT management in the aggregate principal amount of
$1,747,000 and other direct acquisition costs of $77,000. The notes bear
interest at the rate of 8% per annum with all principal due and payable in
full on March 1, 2001. The notes may be converted into shares of OWT common
stock upon an underwritten public offering of OWT's common stock in an
amount in excess of $10,000,000. In the event the notes have not been
converted into OWT shares, they may instead be converted into shares of
EMCON common stock for a period of ninety days after November 30, 2001, at
a conversion price of $6.50 per share.
The Company is still in the process of performing a final analysis of the
value and life of all OWT assets acquired and liabilities assumed.
Accordingly, the balance sheet reflects a preliminary allocation of the
purchase price which is subject to change. Based on this preliminary
allocation, the Company has included intangible assets and goodwill of
6
approximately $11,966,000 resulting from the acquisition of OWT in
intangible assets on the balance sheet, which amounts will be amortized
over periods not to exceed thirty years.
The following summarizes the unaudited pro forma net revenue, net income
(loss), and income (loss) per share for the combined company for the three
month periods ended March 31, 1996 and 1995 had the acquisition occurred at
the beginning of each period presented.
(unaudited)
Three months ended March 31,
----------------------------------------
(in thousands) 1996 1995
--------------------------------------------------------------------------
Net revenue $27,506 $29,628
Net income (loss) (282) 300
Income (loss) per share $ (0.03) $ 0.04
--------------------------------------------------------------------------
The above proforma results of operations do not purport to reflect the
actual results of operations had the Company actually acquired OWT as of
the beginning of the period presented.
4. Credit Agreement
In conjunction with the acquisition of OWT, the Company entered into a
$20,000,000 secured credit agreement with its existing commercial bank,
replacing its previous $10,000,000 unsecured line of credit. Under the new
agreement, the Company borrowed $10,000,000 on a loan term basis with an
interest rate not to exceed the prime rate. Principal is to be amortized
over seven years, but with any unpaid amount finally due and payable on
June 30, 2001. The remaining $10,000,000 under the credit agreement is
available on a line of credit basis for working capital purposes (with up
to $5,000,000 available for non-working purposes). The line of credit
component of the credit agreement expires on May 31, 1997.
5. Litigation
As a professional services firm engaged in environmental-related matters,
the Company encounters potential liability, including claims for
significant environmental damage in the normal course of business. The
Company is party to lawsuits and is aware of potential exposure related to
certain claims, but in the opinion of management the resolution of these
matters will not have a material adverse effect on the Company's financial
position, results of operations or cash flows.
6. Income Per Share
Income per share is based on the weighted average number of common and
dilutive common equivalent shares outstanding using the modified treasury
stock method for the three months ended March 31, 1996 and 1995.
7
7. Other
In 1994, the Company converted to a fifty-two/fifty-three week fiscal year
which will result in a fifty-three week year in 1996. The Company's year
end falls on the Friday closest to the last day of the calendar year. The
Company also follows a five-four-four week quarterly cycle. For
convenience, the accompanying financial statements have been shown as
ending on the last day of the calendar period.
8
EMCON
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results Of Operations.
RESULTS OF OPERATIONS
Net revenues for the first quarter of 1996 totalled $24,607,000, including net
revenues of $1,675,000 contributed by OWT following its acquisition on February
29, 1996. Excluding OWT, net revenue for the quarter totalled $22,932,000; a
12.7% decrease compared with $26,276,000 for the first quarter of 1995. The
decrease in net revenue was attributable, in part, to particularly difficult
weather conditions in the Northeast and Northwest areas; with virtually every
office in these areas experiencing the loss of two to three productive days due
to inclement weather. The decrease was also attributable to general
underperformance of the Company's Consulting and Laboratory Divisions in the
Alaska and Washington state markets combined with a decrease due to the recent
reductions in work force in the first quarter of 1996.
Direct expenses for the first quarter of 1996 totalled $9,689,000, including
direct expenses from OWT of $1,145,000. Excluding OWT, direct expenses for the
quarter totalled $8,544,000; a 14.4% decrease compared with $9,986,000 for the
first quarter of 1995. Excluding OWT, direct expenses as a percent of net
revenue decreased to 37.3% in the first quarter of 1996 from 38.0% in the first
quarter of 1995. This decrease was primarily due to a reduction in direct
materials as a percent of total direct expenses. Direct expenses include
compensation for billable hours for technical and professional staff and other
project related expenses and direct labor and materials for laboratory testing.
Indirect expenses for the first quarter of 1996 totalled $14,799,000, including
indirect expenses from OWT of $340,000. Excluding OWT, indirect expenses for the
quarter totalled $14,459,000; an 8.3% decrease compared with $15,762,000 in the
first quarter of 1995. Indirect expenses include nonbillable hours for
professional, technical and administrative staff, and general administrative
expenses such as rent, bonuses, benefits, insurance, legal and depreciation.
Excluding OWT, indirect expenses as a percent of net revenue increased to 63.1%
from 60.0% for the period ending March 31, 1996 and 1995, respectively. The
increase was principally due to higher start up costs associated with the
expansion of the Company's Operations and Construction Division ("EOC"). This
increase was offset in part by certain prior reductions in work force and
continued implementation of administrative cost containment measures.
Income from operations decreased to $119,000 for the first quarter of 1996 from
$528,000 for the quarter ended March 31, 1995. Income from operations in the
first quarter of 1995 included approximately $250,000 directly attributable to
the sale of proprietary technology.
The Company recorded interest expense, net of interest income of $22,000 in the
first quarter of 1996 compared to net interest income of $59,000 in the
comparable quarter last year. The net decrease was attributable to an increase
in the Company's long term indebtedness (including assumption of the outstanding
OWT convertible notes and other project/equipment related indebtedness and the
$10,000,000 loan undertaken to partially fund the OWT acquisition), and a
reduction in the Company's cash available for investment as a result of the OWT
acquisition.
9
LIQUIDITY AND CAPITAL RESOURCES
During the first quarter of 1996, the Company financed its operations
principally from cash and marketable securities on hand, cash generated by
operations, and from the return on investment on its cash, cash equivalents and
marketable securities. Net cash used by operations during the first quarter of
1996 was $198,000. At March 31, 1996, the Company had cash and cash equivalents
of $5,520,000.
The Company invested $621,000 for the purchase of property and equipment in the
first quarter of 1996, primarily for computers and communication systems and to
a lesser extent, for laboratory equipment. In conjunction with the acquisition
of OWT, the Company entered into a $20,000,000 secured credit agreement with its
existing commercial bank, replacing its previous $10,000,000 unsecured line of
credit. Under the new agreement, the Company borrowed $10,000,000 on a term loan
basis with interest at a variable rate, generally not to exceed the prime rate.
Principal is to be amortized over seven years, but with any unpaid amount
finally due and payable on June 30, 2001. The remaining $10,000,000 under the
credit agreement is available on a line of credit basis for working capital
purposes (with up to $5,000,000 of this amount also being available for
non-working capital purposes). The line of credit component of the credit
agreement expires on May 31, 1997.
The Company believes that cash generated from operations and its available bank
line, together with existing cash, will be sufficient to meet the Company's
capital needs for at least the next twelve months.
10
EMCON
PART II OTHER INFORMATION
Items 1. - 4. Not applicable.
Item 5. Other Information
Item 6. Exhibits and Reports
(a) Exhibits - See Index to Exhibits on Page 12
(b) Reports on Form 8-K
i) A current Report on Form 8-K dated January 31, 1996, was filed
with the Securities and Exchange Commission (the "Commission")
announcing the signing of a definitive agreement to acquire OWT.
ii) A current Report on Form 8-K dated February 29, 1996 was filed
with the Commission on March 15, 1996 announcing completion of the
OWT acquisition.
iii) A current Report on Form 8-K/A (Amendment No. 1) dated April 15,
1996, was filed with the Commission on April 16, 1996 to amend
certain information inadvertently left out of the Form 8-K dated
February 29, 1996.
11
EMCON
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.
Date: May 8, 1996 EMCON
R. Michael Momboisse
------------------------------
R. MICHAEL MOMBOISSE
Chief Financial Officer and
Vice President - Legal
(Duly authorized and principal
financial and accounting officer)
12
EMCON
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Page
- -------------- ------------
2.1 Agreement and Plan of Reorganization dated *
effective April 1, 1994, among Wehran
Envirotech, Inc., Registrant and certain
other related parties, incorporated by
reference from Exhibit 2.1 of the Current
Report on Form 8-K dated May 26, 1994.
2.2 Certificate of Ownership reflecting the *
merger of Registrant's wholly-owned
subsidiary, Wehran/Emcon Northeast, Inc.,
into Registrant effective December 20,1994,
incorporated by reference from Exhibit 2.2 of
the Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 (the "1994
10-K").
2.3 Certificate of Ownership reflecting the *
merger of Registrant's wholly-owned
subsidiary, Wehran Engineering Corporation,
into Registrant effective December 23, 1994,
incorporated by reference from Exhibit 2.3 of
the 1994 10-K.
2.4 Certificate of Ownership reflecting the *
merger of Registrant's wholly-owned
subsidiary , EA Associates, into Registrant
effective December 31, 1994, incorporated by
reference from Exhibit 2.4 of the 1994 10-K.
2.5 Certificate of Ownership reflecting the *
merger of Registrant's wholly-owned
subsidiaries, EMCON Northwest, Inc., EMCON
Southeast, Inc., EMCON Baker-Shiflett, Inc.,
and Eldredge Engineering Associates, Inc.,
into Registrant effective December 31, 1994,
incorporated by reference from Exhibit 2.5 of
the 1994 10-K.
2.6 Stock Purchase Agreement dated January 30, *
1996, among Organic Waste Technologies, Inc.
("OWT"), Registrant and the selling
shareholders and option holders of OWT,
incorporated by reference from Exhibit 2.1 of
the Amendment No. 1 to Form 8-K /A dated
April 15, 1996.
3.1 Articles of Incorporation, as amended, *
incorporated by reference from Exhibit 3.1 of
the Registrant's Registration Statement on
Form S-1 (File No. 33-16337) effective
September 16, 1987 (the "Form S-1
Registration Statement").
3.2 Certificate of Amendment of Restated Articles *
of Incorporation as filed on May 24, 1988,
incorporated by reference from Exhibit 3.2 of
the Annual Report on Form 10-K for the fiscal
year ended December 31, 1988 (the "1988
10-K").
3.3 Certificate of Amendment of Restated Articles *
of Incorporation as filed on June 4, 1991,
incorporated by reference from Exhibit 4.1 of
the Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1991 (the "June
1991 10-Q").
3.4 Bylaws, as amended, incorporated by reference *
from Exhibit 4.2 of the June 1991 10-Q.
10.1 Standard Commercial Lease dated August 1, *
1985, between Archer Business Complex and
Registrant (the "ABC Lease"), incorporated by
reference from Exhibit 10.5 of the Form S-1
Registration Statement.
10.2 Amendment to the ABC Lease between Archer *
Business Complex and Registrant dated
September 30, 1992, incorporated by reference
from Exhibit 10.10 of the Annual Report on
Form 10-K for the fiscal year ended December
31, 1992 (the "1992 10-K").
13
Sequentially
Exhibit Numbered
Number INDEX TO EXHIBITS (Continued) Page
- -------------- ----------------
10.3 Second and Third Amendment to the ABC Lease *
between Archer Business Complex and
Registrant dated October 4, 1993 and January
1, 1994, respectively, incorporated by
referenced from Exhibit 10.2 of the Annual
Report on Form 10-K for the fiscal year ended
December 31, 1993 (the "1993 10-K").
10.4 Standard Commercial Lease dated August 1, *
1986, between the Royal Partnership and
Sweet-Edwards & Associates, Inc. (since
merged into the Registrant) incorporated by
reference from Exhibit 10.9 of the Form S-1
Registration Statement.
10.5 EMCON 1986 Incentive Stock Option Plan and *(1)
Amendment, incorporated by reference from
Exhibit 10.15 of the Form S-1 Registration
Statement.
10.6 Form of Agreement pursuant to Salary *(1)
Continuation Plan, incorporated by reference
from Exhibit 10.17 of the Form S-1
Registration Statement.
10.7 Schedule identifying Agreements pursuant to #(1)
Salary Continuation Plan between Registrant
and certain employees, incorporated by
reference from Exhibit 10.7 of the Annual
Report on Form 10-K for the fiscal year ended
December 31, 1995 (the "1995 10-K").
10.8 Form of Indemnity Agreement between the *
Registrant and each of the Registrant's
officers and directors, incorporated by
reference from Exhibit 10.20 of the Annual
Report on Form 10-K for the fiscal year ended
December 31, 1988 (the "1988 10-K").
10.9 EMCON 1988 Stock Option Plan, amended by *(1)
shareholder approval on May 25,1994,
including form of Nonqualified Stock Option
Agreement (Outside Directors), incorporated
by reference from Exhibit 10.9 of the
Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1994 (the "June 30,
1994 10-Q").
10.10 EMCON Employee Stock Purchase Plan *(1)
incorporated by reference from Exhibit 10.10
of the Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1995.
10.11 EMCON Restricted Stock Plan incorporated by *(1)
reference from Exhibit 10.15 of the Annual
Report on Form 10-K for the fiscal year ended
December 31, 1990.
10.12 EMCON Deferred Compensation Plan effective *(1)
January 1, 1994, incorporated by reference
from Exhibit 10.12 of the 1993 10-K.
10.13 Trust Agreement for the EMCON Deferred *(1)
Compensation Plan and Salary Continuation
Plan Trust dated February 19, 1994, between
Registrant and Wells Fargo Bank, N.A.
incorporated by reference from Exhibit 10.13
of the 1993 10-K.
10.14 Credit Agreement between The Bank of *
California, N.A. and Registrant dated
September 20, 1991 with Amendment dated May
31, 1992, incorporated by reference from
Exhibits 10.11 and 10.12 of the 1992 10-K.
10.15 Second Amendment to Credit Agreement between *
The Bank of California, N.A. and Registrant
dated effective May 31, 1993, incorporated by
reference from Exhibit 10.13 of Registrant's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1993.
14
Sequentially
Exhibit Numbered
Number INDEX TO EXHIBITS (Continued) Page
- -------------- -------------
10.16 Third Amendment to Credit Agreement between *
The Bank of California, N.A. and Registrant
dated effective June 2, 1994, incorporated by
reference from Exhibit 10.16 of Registrant's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1993.
10.17 Fourth Amendment to Credit Agreement between *
the Bank of California, N.A. and Registrant
dated effective May 31, 1995, incorporated by
reference from Exhibit 10.17 of the June 30,
1995 10-Q.
10.18 Letter Agreement between H. Lee Fortier and *(1)
Registrant dated March 14, 1994, incorporated
by reference from Exhibit 10.21 of the
September 30, 1994 Form 10-Q.
10.19 Letter Agreement between Thorley D. Briggs *(1)
and Registrant dated July 19, 1994,
incorporated by reference from Exhibit 10.20
of the 1994 10-K.
10.20 Letter Agreement between James M. Felker and *(1)
Registrant dated October 31, 1994,
incorporated by reference from Exhibit 10.21
of the 1994 10-K.
10.21 Agreement between Eugene M. Herson and *(1)
Registrant dated November 30, 1995,
incorporated by reference from Exhibit 10.21
of the 1995 10-K.
10.22 Agreement between R. Michael Momboisse and *(1)
Registrant dated November 10, 1995,
incorporated by reference from Exhibit 10.22
of the 1995 10-K.
10.23 Credit Agreement between The Bank of *
California, N.A. and Registrant dated
February 29, 1996, incorporated by reference
from Exhibit 10.2 of the Current Report on
Form 8-K dated February 29, 1996 (the
"February 1996 8-K.").
10.24 Security Agreement between The Bank of *
California, N.A. and Registrant dated
February 29, 1996, incorporated by reference
from Exhibit 10.3 of the February 1996 8-K.
10.25 Pledge Agreement between The Bank of *
California, N.A. and Registrant dated
February 29, 1996, incorporated by reference
from Exhibit 10.4 of the February 1996 8-K.
10.26 Eurodollar Rate Option Agreement between The *
Bank of California, N.A. and Registrant dated
February 29, 1996, incorporated by reference
from Exhibit 10.5 of the February 1996 8-K.
10.27 Fixed Rate Amortization Option Agreement *
between The Bank of California, N.A. and
Registrant dated February 29, 1996,
incorporated by reference from Exhibit 10.6
of the February 1996 8-K.
10.28 Note Agreement among the Registrant, OWT, *
Mark H. Shipps, and certain employees of OWT
, incorporated by reference from Exhibit 10.1
of the February 1996 8-K.
11.1 Computation of Income Per Share, incorporated
as part of this submission as document type
EX-11.1.
* Incorporated by reference
(1) Management contract or compensatory plan or arrangement required to be filed
as an exhibit to this form pursuant to Item 14(c) of the instructions to
Form 10-K.
15