1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended: Commission file number: December 31, 1995 0-6377 DREXLER TECHNOLOGY CORPORATION (Exact name of Registrant as specified in its charter) Delaware 77-0176309 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1077 Independence Avenue, Mountain View, CA 94043-1601 (Address of principal executive offices) (Zip Code) (415) 969-7277 (Registrant's telephone number, 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, and (2) has been subject to such filing requirements for the past 90 days. [x] Yes [ ] No Number of outstanding shares of Common Stock, $.01 par value, at December 31, 1995: 8,826,447 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS DREXLER TECHNOLOGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes the disclosures which are made are adequate to make the information presented not misleading. Further, the condensed consolidated financial statements reflect, in the opinion of management, all adjustments (which included only normal recurring adjustments) necessary to present fairly the financial position and results of operations as of and for the periods indicated. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and the notes thereto for the year ended March 31, 1995, included in the Company's Form 10-K Annual Report. The results of operations for the nine months ended December 31, 1995 are not necessarily indicative of results to be expected for the entire year ending March 31, 1996. -2- 3 DREXLER TECHNOLOGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) Assets March 31, December 31, 1995 1995 ---- ---- (UNAUDITED) Current assets: Cash and cash equivalents . . . . . . . . . . . . . . $ 1,050 $ 2,090 Accounts receivable, net . . . . . . . . . . . . . . . 98 700 Inventories . . . . . . . . . . . . . . . . . . . . . 586 814 Other current assets. . . . . . . . . . . . . . . . . 139 152 -------- -------- Total current assets . . . . . . . . . . . . . . . 1,873 3,756 -------- -------- Property and equipment, at cost . . . . . . . . . . . . . . 12,773 12,957 Less--accumulated depreciation and amortization . . . (11,189) (11,387) -------- -------- Property and equipment, net . . . . . . . . . . . . 1,584 1,570 Patents, net . . . . . . . . . . . . . . . . . . . . . . . 1,074 1,012 -------- -------- Total assets . . . . . . . . . . . . . . . . . . $ 4,531 $ 6,338 ======== ======== Liabilities and Stockholders' Equity Current liabilities: Accounts payable . . . . . . . . . . . . . . . . . . . $ 420 $ 1,135 Accrued payroll costs . . . . . . . . . . . . . . . . 222 289 Advance payments from customers . . . . . . . . . . . . 216 166 Other accrued liabilities . . . . . . . . . . . . . . . 137 142 -------- -------- Total current liabilities . . . . . . . . . . . . 995 1,732 -------- -------- Stockholders' equity: Preferred stock, $.01 par value: Authorized--2,000,000 shares Outstanding--none Common stock, $.01 par value: Authorized--15,000,000 shares Outstanding--8,358,029 shares at March 31, 1995 and 8,826,447 shares at December 31, 1995 . . . . 83 88 Additional paid-in capital . . . . . . . . . . . . . . 27,082 29,405 Accumulated deficit . . . . . . . . . . . . . . . . . . (23,629) (24,887) -------- -------- Total stockholders' equity . . . . . . . . . . . . . 3,536 4,606 -------- -------- Total liabilities and stockholders' equity . . . $ 4,531 $ 6,338 ======== ======== -3- 4 DREXLER TECHNOLOGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share amounts) Three Months Ended Nine Months Ended December 31, December 31, 1994 1995 1994 1995 ---- ---- ---- ---- Revenues: Product sales . . . . . . . . . . . . . . . . . . . . . . $ 232 $1,582 $ 1,572 $ 3,129 License fees and royalties . . . . . . . . . . . . . . . 1,003 7 1,016 224 ------ ------ ------- ------- Total revenues . . . . . . . . . . . . . . . . . . . . 1,235 1,589 2,588 3,353 ------ ------ ------- ------- Costs and expenses: Cost of product sales . . . . . . . . . . . . . . . . . . 178 1,111 1,074 2,200 Selling, general, and administrative expenses . . . . . . 492 620 1,430 1,760 Research and engineering expenses . . . . . . . . . . . . 410 246 1,524 899 ------ ------ ------- ------- Total costs and expenses . . . . . . . . . . . . . . . 1,080 1,977 4,028 4,859 ------ ------ ------- ------- Operating gain (loss) from continuing operations . . 155 (388) (1,440) (1,506) Other income and expense: Other income . . . . . . . . . . . . . . . . . . . . . . -- -- 4 200 Other expense . . . . . . . . . . . . . . . . . . . . . . -- -- -- (5) Interest income . . . . . . . . . . . . . . . . . . . . . 9 25 26 57 Interest expense . . . . . . . . . . . . . . . . . . . . (2) (1) (4) (4) ------ ------ ------- ------- Total other income, net . . . . . . . . . . . . . . . 7 24 26 248 ------ ------ ------- ------- Income (loss) from continuing operations . . . . . 162 (364) (1,414) (1,258) Income from discontinued operations . . . . . . . . . . . . . -- -- 22 -- ------ ------ ------- ------- Net income (loss) . . . . . . . . . . . . . . . . . $ 162 $ (364) $(1,392) $(1,258) ====== ====== ======= ======= Income (loss) per share: Continuing operations . . . . . . . . . . . . . . . . . $ 0.02 $(0.04) $ (0.17) $ (0.15) Discontinued operations . . . . . . . . . . . . . . . . . -- -- -- -- ====== ====== ======= ======= Net income (loss) . . . . . . . . . . . . . . . . . $ 0.02 $(0.04) $ (0.17) $ (0.15) ====== ====== ======= ======= Weighted average common and common equivalent shares . . . . 8,176 8,809 8,115 8,646 ====== ====== ======= ======= -4- 5 DREXLER TECHNOLOGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Nine Months Ended December 31, 1994 1995 ---- ---- Cash flows from operating activities: Net loss from continuing operations . . . . . . . . . . . . . . . . $(1,414) $(1,258) Adjustments to reconcile net loss to net cash used for operating activities: Income from discontinued operations . . . . . . . . . . . . . . 22 -- Depreciation and amortization . . . . . . . . . . . . . . . . . 691 331 Provision for doubtful accounts receivable . . . . . . . . . . . -- 1 Changes in operating assets and liabilities: (Increase) decrease in accounts receivable . . . . . . . . . . . 49 (603) Increase in inventories . . . . . . . . . . . . . . . . . . . . (171) (228) (Increase) decrease in other assets . . . . . . . . . . . . . . 13 (13) (Decrease) increase in accounts payable and accrued expenses . . (138) 801 Decrease in advance payments from customers . . . . . . . . . . (163) (50) Decrease in liabilities related to discontinued operations . . . (66) (14) ------- ------- Net cash used for operating activities . . . . . . . . . . . . (1,177) (1,033) ------- ------- Cash flows from investing activities: Purchase of property and equipment . . . . . . . . . . . . . . . . . (170) (199) Increase in patents . . . . . . . . . . . . . . . . . . . . . . . . (67) (56) ------- ------- Net cash used for investing activities . . . . . . . . . . . . (237) (255) ------- ------- Cash flows from financing activities: Proceeds from sale of common stock . . . . . . . . . . . . . . . . . 751 2,328 ------- ------- Net cash provided by financing activities . . . . . . . . . . 751 2,328 ------- ------- Net increase (decrease) in cash and cash equivalents . . . . . (663) 1,040 Cash and cash equivalents: Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . 2,114 1,050 ------- ------- End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,451 $ 2,090 ======= ======= -5- 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF ITEM 2. FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS--FISCAL 1996 THIRD QUARTER AND FIRST NINE MONTHS COMPARED WITH FISCAL 1995 THIRD QUARTER AND FIRST NINE MONTHS REVENUES The Company's total revenues for the third quarter of fiscal 1996 were $1,589,000 as compared with $1,235,000 for last year's third quarter. Total revenues for the current nine-month period were $3,353,000 compared with $2,588,000 in the same period last year. OPTICAL MEMORY CARD PRODUCTS. Sales of optical memory cards and related products increased to $3,129,000 for the first nine months of fiscal 1996 as compared with $1,572,000 for last year's comparable period due to an increase in unit shipments. For the development of commercial market applications for its products, the Company utilizes Value Added Resellers (VARs) as part of its marketing and distribution program for LaserCard(R) products. Sales to VARs include the Company's optical memory cards, the Company's integration software and device drivers/host adapters, optical card reader/writers made by a licensee of the Company, and add-on peripherals made by other companies (such as equipment for adding a digitized photo, fingerprint, hand template, or signature to the cards). The VARs then may add application software, personal computers, and other peripherals, and resell these systems into their end-user markets. During the first nine months of fiscal 1996, the Company commercially sold approximately 263,000 LaserCard optical memory cards and 511 reader/writers versus 90,000 cards and 234 reader/writers during the first nine months of last year. Some of the more significant sales of optical memory cards and reader/writers in the fiscal 1996 first nine months included: 78,700 cards and 82 reader/writers for American medical data applications; 21,800 cards and 277 reader/writers to Information Spectrum, Inc. (a U.S. government contractor) for the U.S. Army's Automated Manifest System; 32,000 cards and 47 reader/writers to an Italian customer for several programs (including an electronic season ticket for the Parma soccer organization); 80,600 cards and 35 reader/writers to a VAR in the Philippines for two programs: (a) for the Clark Special Economic Zone for use as an admission pass and retail purchase log, and (b) for a Honda distributor for issuance to customers as an automobile warranty/maintenance records card; 10,000 cards for a healthcare field trial in Saudi Arabia; and 10,000 cards and 15 reader/writers to a customer in Brazil for a pilot healthcare/social security program. There can be no assurances that a VAR company will be successful in its markets and place follow-on orders with the Company for additional quantities of cards and systems. To upgrade its VAR customer base, the Company will continue its efforts to enlist additional VARs and eliminate nonproductive ones. The Company provides marketing leads, technical support, integration software, application development software tools, and demonstration software to assist VARs. Twelve new VARs purchased initial systems including optical cards and equipment during the first nine months of fiscal 1996. Software is an important factor in developing the commercial markets for optical cards. The Company's software consists of optical card device driver and interface software, system software tools, and demonstration programs. The Company does not provide software for specific applications, but instead depends on its VARs to either integrate optical card products into existing software products or to write new application software for specific optical card programs. Several customers have already written optical card -6- 7 software programs for applications such as automobile warranty/maintenance, cargo manifesting, electronic money cards/bank debit cards, optical key systems, and various medical-related applications such as medical image storage and patient medical/health history cards. Other application software development is underway by VARs and their customers. Optical memory cards are used in conjunction with card reader/writer equipment connected to personal computers and accessed in the same manner as floppy disk drives. Such reader/writers are incorporated into LaserCard systems sold to VARs and other customers of the Company. The Company does not manufacture card reader/writers but does expect to continue purchasing such equipment from its sole-source supplier, Nippon Conlux Co., Ltd., a Japanese licensee of the Company. The price, performance, and availability of such reader/writers are factors in the commercialization of optical cards. The Company sells reader/writers for a few thousand dollars per unit, and these units generally include the Company's integration software and device drivers. Two other licensees of the Company have the capability of producing LaserCard-compatible reader/writers but are not manufacturing them at this time. The Company can give no assurance that increased production of card reader/writers will occur in the near term or that high-volume sales and correspondingly lower prices will result. If market demand increases sharply over a short period of time, an initial shortage of reader/writers could result. The Company's inventory level for reader/writers fluctuates based on the timing of purchases and sales. Currently, the Company has a sales order backlog for card reader/writers and, therefore, does not maintain an inventory of this item at this time. LICENSING. License revenues of $200,000 during the first nine months of fiscal 1996 were the result of an agreement which includes a trademark license and an installment payment toward the purchase of a LaserCard distribution license. During the third quarter of fiscal 1995, the Company received a $1,000,000 single-payment license fee on the sale of an optical memory card distribution license to a Korean VAR. License fees received by the Company are unconditional and nonrefundable, and no significant obligations remain unfulfilled by the Company under any of its licenses. The Company is actively pursuing its efforts to generate additional license revenues; however, license sales by the Company are sporadic and unpredictable as to timing and type of license. The magnitude of future license revenues, if any, cannot be predicted or inferred from past events. ROYALTIES. Although royalty revenues have not yet reached material amounts, the Company does anticipate future royalty income on a long-term, continuing basis from among two royalty-bearing optical memory card manufacturing licenses and several royalty- bearing, equipment-license upgrades previously sold. The Company cannot predict whether or when equipment or card sales by its licensees will result in material royalties to the Company, since the optical memory card industry is in the early commercial stage. Therefore, the Company is not relying on royalty income and does not expect it to be a significant factor in the near term. BACKLOG. The Company generally fills orders within 30 days of receipt of purchase order or release order. Therefore, there is not a consistent order backlog. At December 31, 1995, the Company's backlog totaled $416,000. The Company's quarterly sales are generally dependent upon new orders placed each quarter. Until a consistent material level of order backlog is established, the Company's quarterly sales are subject to material fluctuation. -7- 8 MARGINS The gross margin on product sales for the first nine months of fiscal 1996 was 30% as compared with 32% for the year-earlier period. The Company believes that the decrease in gross margins does not represent a trend. Gross margins will fluctuate based upon equipment and optical memory card product mix, type and volume of cards ordered, and price paid for optical card reader/writers based upon the yen/dollar exchange rate. Costs related to the optical memory card facility (depreciation expense, building lease payments, and other costs) are allocated to cost of sales based upon the level of manufacturing activity. As the facility is used for research and engineering purposes when not being used for manufacturing purposes, the remainder of these expenses are charged to research and engineering expense. During the first nine months of fiscal 1996, the Company allocated 42% of the facility expenses to card manufacturing as compared with 11% for last year's comparable period. INCOME AND EXPENSES SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES (SG&A). For the third quarter and first nine months of fiscal 1996, SG&A expenses were $620,000 and $1,760,000, respectively, as compared with $492,000 and $1,430,000, respectively, for the comparable periods in fiscal 1995. The $128,000 increase in the third quarter is mainly due to a $58,000 increase in payroll expenses, a $29,000 increase in promotions and travel expenses, and a $17,000 increase in insurance expense. The $330,000 increase for the first nine months is mainly due to a $137,000 increase in payroll expenses, a $70,000 increase in legal expenses, a $54,000 increase in promotions and travel expenses, and a $41,000 increase in insurance expense. RESEARCH AND ENGINEERING EXPENSES. Research and engineering expenses were $246,000 and $899,000, respectively, for the third quarter and first nine months of fiscal 1996 as compared with $410,000 and $1,524,000, respectively, for last year's comparable periods. The optical memory card facility is used both for engineering and manufacturing. Therefore, the facility costs (depreciation expense, building lease payments, and other costs) are allocated between manufacturing and engineering based upon the level of manufacturing activity. Net expenses charged to research and engineering were $187,000 for the third quarter of fiscal 1996 versus $327,000 for the same period last year, and $699,000 for the first nine months of fiscal 1996 as compared with $1,295,000 for last year's comparable period. Software development costs related to reader/writers, peripherals, and other software development decreased to $59,000 and $200,000, respectively, for the third quarter and first nine months of fiscal 1996 as compared with $83,000 and $229,000 for last year's comparable periods. Depreciation and amortization expenses charged to research and engineering decreased to $115,000 for the first six months of fiscal 1996 as compared with $491,000 for the same period last year, mainly due to a change on October 1, 1994 in the estimated useful lives of the optical memory card manufacturing equipment. This change in estimate had no effect on the third quarter of fiscal 1996 as compared with the third quarter of fiscal 1995. Because the initial development of the optical card and the design and construction of the optical card facility are complete, the large initial development costs are no longer necessary. Therefore, for the short term the optical card facility expenses are expected to continue at the current level, except for a possible modest increase. Research and engineering expenses are expected to decrease as optical card production increases and these resources are allocated to production to a greater degree than at present. The Company believes this reduction will not have any negative effect on its optical card business. It also is possible that future projects may require increased spending as the optical card industry grows. -8- 9 OTHER INCOME AND EXPENSE. Other income for the first nine months of fiscal 1996 consisted of a $200,000 partial payment, received during the fiscal 1996 first quarter, toward a potential license upgrade. This amount was recorded as deferred revenue at June 30, 1995. During the fiscal 1996 second quarter, this nonrefundable payment was recognized as income due to the other party's subsequent default under the agreement. See Part II, Item 3, "Legal Proceedings." Interest income for the third quarter of fiscal 1996 was $25,000 versus $9,000 for last year's third quarter, mainly due to an increase in invested funds. Interest income for the first nine months of fiscal 1996 was $57,000 as compared with $26,000 for the first nine months of fiscal 1995. The Company's interest expense on short-term loans was $4,000 for the first nine months of fiscal 1996 and fiscal 1995. DISCONTINUED OPERATIONS. During fiscal 1995, the Company completed settlement of its remaining commitments related to its emulsion photoplate operation, which was discontinued during fiscal 1993, at an amount lower than the Company's accruals for these items. Therefore, discontinued operations had income of $22,000 for the first nine months of fiscal 1995. There was no income of this type for the first nine months of fiscal 1996. LIQUIDITY As of December 31, 1995, the Company had cash and cash equivalents of $2,090,000 and a current ratio of 2.2 to 1. Net cash used for operating activities was $1,033,000 for the first nine months of fiscal 1996 as compared with $1,177,000 for last year's first nine months. The Company had no long-term debt as of December 31, 1995. The Company has not established a line of credit. Generally, the Company's customers make advance payments, in whole or in part, at time of order placement because the Company's optical memory cards are usually made to custom specifications that are specific to each customer, end user, or application. Therefore, the Company believes that working capital should be sustainable provided order levels increase. The Company may negotiate a line of credit if and when it becomes appropriate. At the current level of product sales, the Company does not generate cash or profits from operations. To fund its operations, the Company requires either a substantial increase in order levels of optical cards, sales of additional licenses, or additional financing. Based on current raw material costs and other expense calculations, the Company estimates that it will break even on operations at annual sales of approximately 1.5 million cards along with sales of related hardware. The Company has updated its plan to increase card production capacity, which calls for the addition of $4.3 million in capital equipment to the card manufacturing facility and additional production employees when customer orders are of sufficient magnitude to justify each incremental step. Previously, in its Report on Form 10-K for the year ended March 31, 1995, the Company estimated a requirement for $3 million in capital additions to attain a 25 million card production level. The updated plan provides for a greater variety of optical memory card versions based upon presently known customer requirements. The added $1.3 million investment in a high-throughput, color-printing press would further expand the Company's color ink printing capacity. This would permit color printing of all of the 25 million cards per year that the Company estimates it could produce in an updated manufacturing facility. The $4.3 million investment in capital equipment would be implemented incrementally, as follows: to increase the current production equipment capabilities from 3 million to 6 million cards annually, $500,000; for producing up to 10 million cards annually, $2.4 million more; for producing up to 25 million cards annually, $1.4 million more. The Company may make additional capital investments for cost savings and other purposes. -9- 10 At December 31, 1995, the Company had an accumulated deficit of $24,887,000. The Company anticipates that the size of its losses will decrease due to anticipated increases in sales of optical memory cards and related products. However, if increased commercialization is delayed and the Company does not realize such increased sales, its losses will remain at previous levels, except in the event of sporadic sales of licenses which range in price from approximately $1 million for a card distribution license to over $10 million for a card manufacturing license. During the first nine months of fiscal 1996, the Company had cash receipts, net of expenses, of $446,000 from the private placement of 115,000 shares of its common stock. These shares have not been registered under the Securities Act of 1933 and cannot be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company has agreed to file an S-3 registration statement covering certain of the shares sold by the Company under private placements in fiscal years 1994, 1995, and 1996. At such time as the SEC approves the registration, the shareholders may resell the shares. During the first nine months of fiscal 1996, Company employees and consultants purchased from the Company 351,800 shares of registered common stock, at an average price of $5.31 per share, through the exercise of stock options under the Company's 1991 Stock Option Plan, which resulted in additional cash receipts to the Company of $1,867,000. As of December 31, 1995, Company employees and consultants held unexercised, vested options to purchase 861,550 shares of common stock at exercise prices ranging from $4.25 to $9.06 per share, for an aggregate amount of $5,615,000 and an average price of $6.52 per share. The Company will vigorously continue its marketing and licensing efforts and will consider opportunities for additional equity financing in order to strengthen its cash position, to accelerate its marketing and sales activities, and to add software and manufacturing capabilities to more rapidly build sales of optical memory cards. The Company is not aware of any material adverse trends that would limit its ability to finance operations through additional equity placements, if required. However, the Company cannot guarantee that such financing would be available, if needed. STOCK PRICE VOLATILITY The Company's common stock price is subject to significant volatility due to fluctuations in revenues, earnings, capitalization, liquidity, press coverage, and financial market interest. Some of these factors may be exacerbated because the Company operates solely in the optical memory card products industry, which is in the early stage of commercialization. FORWARD-LOOKING STATEMENTS Certain statements made above relating to plans, objectives, and economic performance go beyond historical information and may provide an indication of future results. To that extent, they are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and each is subject to factors that could cause actual results to differ from those in the forward-looking statement. Such factors are described above and in the documents filed by the Company from time to time with the Securities and Exchange Commission, including Form S-3 Registration Statement 33-88588. PART II. OTHER INFORMATION ITEM 3. LEGAL PROCEEDINGS On September 28, 1995, the Company filed a complaint against LeRoy A. Pesch, Genus Technology Corporation, LAPESCH & Company, and Genus Technology, N.V. ("Genus"), in Santa Clara County -10- 11 California Superior Court, to collect an $800,000 balance due under an upgrade license agreement entered into between the Company and Genus. The other defendants are guarantors and/or co-obligors. On November 29, 1995, the defendants answered by denying the allegations of the complaint and asserting as a cross-complaint that defendant Genus was wrongly denied the right to purchase 400,000 shares of the Company's common stock at a purchase price of $5.75 per share. The Company believes this cross-complaint to be meritless. On January 16, 1996, the parties entered into a stipulation to submit all issues raised in this litigation to binding arbitration before the American Arbitration Association. The Company intends to vigorously pursue the complaint and vigorously defend the cross-complaint. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to a vote of security holders during the quarter for which this report is filed. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) No exhibits are included in this report as the contents of the required exhibits are either not applicable to Registrant, to be provided only if Registrant desires, or contained elsewhere in this report. (b) No reports on Form 8-K were filed by Registrant during the quarter for which this report is filed. DREXLER TECHNOLOGY CORPORATION 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. Signature Title Date --------- ----- ---- /s/Jerome Drexler Chairman of the Board of February 6, 1996 - ------------------------- Directors and President Jerome Drexler (Principal Executive Officer) /s/Steven G. Larson Vice President of Finance and Treasurer February 6, 1996 - ------------------------- (Principal Financial Officer and Steven G. Larson Principal Accounting Officer) -11-