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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the quarterly period ended July 31, 1996 or
[ ] 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 0-21488
CATALYST SEMICONDUCTOR, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0083129
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1250 Borregas Avenue, Sunnyvale, California 94089
(408) 542-1000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
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 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 [ ]
The number of shares outstanding of the Registrant's Common Stock as of July 27,
1996 was 7,902,797
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CATALYST SEMICONDUCTOR, INC.
PART I - FINANCIAL INFORMATION
Item 1 Financial Statements
Condensed Consolidated Balance Sheets at July 31, 1996 and April 30, 1996...................... Page 3
Condensed Consolidated Statements of Operations for the three months ended
July 31, 1996 and June 30, 1995.............................................................. Page 4
Condensed Consolidated Statements of Cash Flows for the three months ended
July 31, 1996 and June 30, 1995.............................................................. Page 5
Notes to Unaudited Condensed Consolidated Financial Statements................................. Page 6
Item 2 Management's Discussion and Analysis of Results of Operations and Financial Condition.......... Page 7-10
PART II - OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K............................................................... Page 10
Signatures.............................................................................................. Page 11
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PART I - FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
CATALYST SEMICONDUCTOR, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value data, unaudited)
July 31, April 30,
1996 1996
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ASSETS
Current assets:
Cash and cash equivalents ........................... $ 2,737 $ 2,966
Restricted cash ..................................... 5,250 5,250
Accounts receivable, net ............................ 11,561 10,470
Inventories ......................................... 16,166 16,193
Other assets ........................................ 1,407 1,346
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Total current assets ............................ 37,121 36,225
Property and equipment, net ............................ 3,539 3,050
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$40,660 $39,275
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Line of credit ...................................... $ 2,430 $ 130
Accounts payable .................................... 15,450 17,310
Accrued expenses .................................... 1,740 2,132
Deferred gross profit on shipments to distributors .. 1,152 1,109
Current portion of capital lease obligations ........ 418 513
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Total current liabilities ....................... 21,190 21,194
Long-term portion of capital lease obligations
and other long-term liabilities ...................... 450 571
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Total liabilities ............................... 21,640 21,765
Total stockholders' equity ............................. 19,020 17,510
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$40,660 $39,275
======= =======
See accompanying notes to the condensed consolidated financial statements.
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CATALYST SEMICONDUCTOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data, unaudited)
Three Months Ended
------------------------------
July 31, 1996 June 30, 1995
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Net revenues .................................. $ 15,832 $ 13,942
Cost of revenues .............................. 11,121 9,629
-------- --------
Gross profit .................................. 4,711 4,313
Research and development ...................... 1,273 1,109
Selling, general and administrative ........... 2,261 2,331
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Income from operations ........................ 1,177 873
Interest income (expense), net ................ 28 (128)
-------- --------
Income before income taxes .................... 1,205 745
Income tax provision .......................... 46 11
-------- --------
Net income .................................... $ 1,159 $ 734
======== ========
Net income per share .......................... $ 0.13 $ 0.10
======== ========
Shares used in per share calculation .......... 8,881 7,661
======== ========
See accompanying notes to the condensed consolidated financial statements.
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CATALYST SEMICONDUCTOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
Three Months Ended
---------------------------
July 31, 1996 June 30, 1995
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ................................................ $ 1,159 $ 734
Adjustments to reconcile net income
to net cash provided by (used in) operating activities:
Depreciation and amortization .......................... 436 440
Changes in assets and liabilities:
Accounts receivable ................................... (1,091) (1,161)
Inventories ........................................... 27 (924)
Other assets .......................................... (61) 150
Accounts payable ...................................... (1,860) 1,842
Accrued expenses ...................................... (392) (372)
Deferred gross profit on shipments to distributors .... 43 185
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Net cash provided by (used in) operating activities . (1,739) 894
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CASH FLOWS FROM INVESTING ACTIVITIES:
Change in short-term investments .......................... -- 909
Cash used for the acquisition of equipment ................ (925) (211)
Proceeds from the disposal of equipment ................... -- 278
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Cash provided by (used in) investing activities ..... (925) 976
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock transactions, net ............................ 351 121
Net proceeds from (payment of) line of credit ............. 2,300 (2,286)
Payment of capital lease obligations ...................... (216) (489)
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Cash provided by (used in) financing activities ..... 2,435 (2,654)
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Net increase (decrease) in cash and cash equivalents ......... (229) (784)
Cash and cash equivalents at beginning of the period ........ 2,966 5,246
------- -------
Cash and cash equivalents at end of the period ............... $ 2,737 $ 4,462
======= =======
See accompanying notes to the condensed consolidated financial statements.
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CATALYST SEMICONDUCTOR, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
In the opinion of management, the unaudited condensed consolidated interim
financial statements included herein have been prepared on the same basis as the
April 30, 1996 audited consolidated financial statements and include all
adjustments, consisting of only normal recurring adjustments, necessary to
fairly state the information set forth herein. The statements have been prepared
in accordance with the regulations of the Securities and Exchange Commission,
but omit certain information and footnote disclosures necessary to present the
statements in accordance with generally accepted accounting principles. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K for the
year ended April 30, 1996. The results of operations for the three month period
ended July 31, 1996 are not necessarily indicative of the results to be expected
for the entire year.
NOTE 2 - NET INCOME PER SHARE
Net income per common and common equivalent share is computed using the weighted
average number of common and dilutive common equivalent shares outstanding
during each period presented. Dilutive common equivalent shares consist of
common stock issuable upon the exercise of stock options (using the treasury
stock method).
NOTE 3 - CERTAIN BALANCE SHEET CAPTIONS (IN THOUSANDS):
July 31, April 30,
1996 1996
-------- --------
Inventories:
Raw materials ..................................... $ 6,403 $ 8,093
Work-in-process ................................... 2,653 2,371
Finished goods .................................... 7,110 5,729
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$ 16,166 $ 16,193
======== ========
Property and equipment:
Engineering and test equipment .................... $ 9,056 $ 9,037
Computer hardware and software .................... 3,449 3,297
Furniture and office equipment .................... 1,276 612
-------- --------
13,781 12,946
Less: accumulated depreciation and amortization ... (10,242) (9,896)
-------- --------
$ 3,539 $ 3,050
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CATALYST SEMICONDUCTOR, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The following discussion should be read in conjunction with the
accompanying condensed consolidated financial statements and notes thereto
included in this report. In addition, the Company desires to take advantage of
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. Specifically, the Company wishes to alert readers that the factors set
forth in "Certain Factors that May Affect the Company's Future Results" as
set forth below in this Item 2, as well as other factors, in the past have
affected and in the future could affect the Company's actual results, and could
cause the Company's results for future quarters to differ materially from those
expressed in any forward looking statements made by or on behalf of the Company.
RESULTS OF OPERATIONS
In February 1996, the Company changed its fiscal year end from the
Saturday closest to March 31 to the Sunday closest to April 30. This report
compares the three months ended July 31, 1996, to the three months ended June
30, 1995.
Revenues. Total revenues consist primarily of net product sales. A
substantial portion of net product sales has been made through independent
distributors. The Company generally does not recognize revenues on such sales
until the distributor resells the Company's products. Total revenues increased
by 14% to $15.8 million for the quarter ended July 31, 1996 from $13.9 million
for the quarter ended June 30, 1995. The increase was primarily attributable to
increased revenue from Flash memory devices which generated $7.1 million for the
quarter ended July 31, 1996 as compared to $4.9 million for the quarter ended
June 30, 1995. The increase in Flash revenues was primarily attributable to
higher unit volumes, including revenues of $0.8 million from sales to the
Company's foundry partner OKI. The Company has experienced a decrease in demand
for its products due primarily to industry-wide capacity increases and shorter
leadtimes on orders. This reduction in backlog has limited the Company's ability
to anticipate future demand. A continued decline in demand for the Company's
products could have a material adverse affect on the Company's operating
results.
Gross Profit. Gross profit increased by 11% to $4.8 million, or 30% of
revenues, for the quarter ended July 31, 1996 from $4.3 million, or 31% of
revenues, for the quarter ended June 30, 1995. Gross profit was higher primarily
due to increased revenue levels. If Flash inventory costs had not been written
down in the quarter ended March 31, 1994, then the gross profit for the quarter
ended June 30, 1995 would have been $2.2 million lower. Excluding the effect of
the fiscal 1994 inventory write down, gross profit for the quarter ended July
31, 1996 was higher primarily due to higher revenue levels and higher margins on
its Flash memory devices due to manufacturing on a lower cost, 0.7 micron
process.
Research and Development. Research and development (R&D) expenses
consist principally of salaries for engineering, technical and support
personnel, depreciation of equipment, and the cost of wafers used to evaluate
new products and new versions of current products. R&D expenses increased by 15%
to $1.3 million for the quarter ended July 31, 1996 from $1.1 million for the
quarter ended June 30, 1995. As a percentage of revenues, R&D expenses were 8%
of revenues for both quarters reported. The primary reasons for the increase in
absolute dollars spent were increased personnel costs, as well as higher
material costs for wafers being evaluated for new products and new versions of
current products. It is likely that these expenses will continue to rise
significantly in absolute dollars in future quarters due to the Company's plans
for expanding its Flash memory product line.
Selling, General and Administrative. Selling, general and
administrative (SG&A) expenses consist principally of salaries for sales,
marketing and administrative personnel, commissions, promotional activities and
directors and officers (D&O) insurance. SG&A expenses were $2.3 million for
both quarters reported. As a percentage of revenues, SG&A expenses decreased to
15% for the quarter ended July 31, 1996 from 17% for the quarter ended June 30,
1995. This decrease is attributable primarily to absolute spending changing at
a rate lower than the revenue increase. This trend in decreasing SG&A expenses
as a percentage of revenues is unlikely to continue in the future as the
Company is planning to significantly increase its sales and marketing staff. In
addition, the Company recently moved its principle facility to a larger
facility in Sunnyvale, California. Certain non-recurring and recurring costs
(primarily rent and amortization of leasehold improvements) related to the move
will be expensed beginning in the quarter ending October 31, 1996.
Net Interest Expense. Net interest income was $28,000 for the quarter
ended July 31, 1996, as compared to net interest expense of $128,000 for the
quarter ended June 30, 1995. The change was primarily attributable to a
decreased average outstanding balance on the Company's bank line of credit.
Income Tax Provision. The income tax provision is due primarily to
alternative minimum taxes on U.S. and state taxable income and foreign income
taxes.
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CATALYST SEMICONDUCTOR, INC.
As of April 30, 1996 the Company had available net operating loss
carryforwards of approximately $18.0 million and credit carryforwards of
approximately $1.0 million for federal tax purposes, expiring from 2001 to 2008.
Availability of the net operating loss and general business credit carryforwards
may potentially be reduced in the event of substantial changes in equity
ownership.
LIQUIDITY AND CAPITAL RESOURCES
Total cash of $8.0 million (including $5.3 million of restricted cash)
decreased $0.2 million from April 30, 1996 to July 31, 1996. The decrease was
primarily attributable to net cash used by operating activities and for the
acquisition of equipment, offset in part by borrowings against the Company's
bank line of credit. As of July 31, 1996, $5.3 million of the cash was pledged
as security on letters of credit required by certain of the Company's wafer
foundries. Net cash used by operating activities totaled $1.8 million for the
quarter ended July 31, 1996. This net use of cash is primarily attributable to
an increase in accounts receivable and decrease in accounts payable, offset in
part by net income.
The Company believes that current cash balances, together with cash
generated from operations and borrowings available under the Company's bank line
of credit and from equipment financing, will be sufficient to fund capital and
working capital needs through the quarter ending October 31, 1996. Thereafter,
the Company may require additional equity or debt financing to address its
working capital needs, to provide funding for capital expenditures or to fund
increases to restricted cash requirements. There can be no assurances, however,
that events in the future will not require the Company to seek additional
capital sooner or, if so required, that it will be available on terms acceptable
to the Company.
CERTAIN FACTORS THAT MAY AFFECT THE COMPANY'S FUTURE RESULTS
The Company desires to take advantage of certain provisions of the
Private Securities Litiagation Reform Act of 1995, enacted in December 1995 (the
"Reform Act") that provides a "safe harbor" for forward-looking statements made
by or on behalf of the Company. The Company hereby cautions shareholders,
prospective investors in the Company and other readers that the following
important factors, among others, in some cases have affected, and in the future
could affect, the Company's stock price or cause the Company's actual results
for the fiscal quarter ending October 31, 1996, for the fiscal year ending April
30, 1997, and future fiscal quarters and years to differ materially from those
expressed in any forward-looking statements, oral or written, made by or on
behalf of the Company.
The Company's business and future operating results are subject to
potential fluctuations due to a number of factors including the following:
Fluctuations in Operating Results. Although the Company was profitable
in fiscal years 1996 and 1995, operating results benefited from high gross
margins achieved on sales of inventories of older generation Flash products, for
which the costs had previously been charged off and the recognition of revenue
previously deferred as a result of distributors who agreed to amend their
agreements with the Company. The Company will not receive any further material
benefit from sales of charged off inventory and there can be no assurances that
the Company will be able to sustain profitability in future periods. The
Company's operating results have historically been and will continue to be
subject to fluctuation and may be adversely affected in future quarters due to
factors such as timing and market acceptance of new products introduced by the
Company and its competitors, fluctuations in customer demand for the Company's
products, volatility in supply and demand affecting market prices generally,
increased expenses associated with new product introductions or process changes,
increased expenditures related to expanding the Company's sales channels, gains
or losses of significant customers, timing of significant orders for the
Company's products, fluctuations in manufacturing yields, wafer price increases
under wafer supply agreements due to foreign currency fluctuations, changes in
product mix and general economic conditions.
Semiconductor Industry. The semiconductor industry is highly cyclical
and has been subject to significant economical down turns at various times,
characterized by diminished product demand, accelerated erosion of average
selling prices and production overcapacity. Accordingly, the Company may
experience substantial period to period fluctuations in future operating results
due to general semiconductor industry conditions, overall economic conditions or
other factors. For example, semiconductor market conditions are currently
relatively poor as evidenced by the inductry book-to-bill ratio being less than
one-to-one. This business environment is characterized by short lead-times and
therefore decreased ability to anticipate demand. If poor general market
conditions persist, the Company's operating results could be adversely affected.
Future Capital Needs. The Company has had limited cash resources in
recent periods and operating activities have consumed significant amounts of
cash. The Company believes that substantial investments in research and
development and sales and marketing expenses are essential to revenue growth and
to maintain and enhance the Company's competitive position. There can be no
assurance that the Company will be able to generate sufficient cash from
operations or other
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CATALYST SEMICONDUCTOR, INC.
sources to fund these investments. Moreover, there can be no assurance that such
expenditures will result in successful product introductions or increased
revenues. Although certain expenses can be managed or controlled on a short term
basis, a substantial portion of such expenses are essentially fixed on a quarter
to quarter basis. As a result, to the extent the Company suffers adverse effects
to its revenues or margins because of delays in new product introductions,
fluctuations in customer demand for the Company's products, volatility in supply
and demand affecting market prices generally or other competitive factors, the
Company may be unable to take actions in the short term to substantially reduce
expenses.
Inventory. The cyclical nature of the semiconductor industry
periodically results in shortages and over-supply of wafer fabrication capacity
such as the Company experiences from time to time. Since the Company must order
products and build inventory substantially in advance of product shipments,
there is a risk that the Company will forecast incorrectly and produce excess or
insufficient inventories of particular products because demand for the Company's
products is volatile and customers place orders with short lead times. The
ability of the Company's customers to reschedule or cancel orders without
significant penalty could adversely affect the Company's liquidity, as the
Company may be unable to adjust its purchases from its wafer suppliers to match
such customer changes and cancellations. There can be no assurance that the
Company in the future will not produce excess quantities of any of its products.
To the extent the Company produces excess inventories of particular products,
the Company's operating results could be adversely affected, as was the case
during the last half of fiscal 1994, during which period the Company took
siginificant charges largely to reflect a decline in the market value of
inventory.
Flash Memory Market. The market for Flash memory products has been
characterized by long production cycles, inconsistent yields, competing
technologies and intense overall competition. The Company's fiscal 1995
operating results were adversely affected by lack of market acceptance of its
Flash memory products particularly when Intel, the dominant supplier in the
Flash market, significantly increased Flash production volume in the second half
of fiscal 1994. Intel and other competitors (which include Advanced Micro
Devices, Atmel, Fujitsu, Hitachi, Mitsubishi, SGS-Thomson, Sharp, Texas
Instruments and Toshiba) are expected to further increase Flash memory
production. There can be no assurance that the Company will be able to sustain
the renewed market acceptance for its Flash memory products as evidenced by
increased revenues from those products in fiscal 1996 and the quarter ended July
31, 1996. The Company anticipates continued price and other competitive
pressures, which adversely affected fiscal 1995 and 1994 operating results and
could further adversely affect the Company's future operating results.
Competition. The semiconductor industry is intensely competitive and
characterized by severe price competion, price erosion, rapid technological
change, product obsolescence and patent litigation. The Company competes with
major domestic and international semiconductor companies, most of whom have
substantially greater financial, technical, marketing and distribution resources
than the Company. There can be no assurance that the Company will be able to
compete successfully in the future.
Dependence on Independent Foreign Manufacturers; Manufacturing Risks.
The Company does not manufacture the semiconductor wafers used for its products.
The Company principally utilizes facilities of OKI in Japan, and is
transitioning manufacturing of certain products to United Microelectronics
Corporation (UMC) in Taiwan, to fabricate and test the Company's wafers, and
subcontractors in South East Asia to assemble finished integrated circuits. To
date, a majority of these wafers and all of the Company's Flash wafers have been
manufactured by OKI. The manufacture of semiconductor products is highly complex
and sensitive to a wide variety of factors, and as is typical in the
semiconductor industry the Company's outside wafer foundries from time to time
have experienced lower than anticipated production yields. While the Company
believes it has an adequate wafer supply to meet its currently anticipated
needs, there can be no assurance that the Company will continue to receive
sufficient quantities of wafers at favorable prices on a timely basis, if at
all, or that the Company will be able to attain higher levels of wafer supply as
demand requires. Material disruptions in the supply of wafers as a result of
manufacturing yield or other manufacturing problems are not uncommon in the
semiconductor industry. The Company has publicly announced that it has
experienced production transition delays which adversely affected operating
results in the third quarter of fiscal year 1994 and also adversely affected
operating results in fiscal year 1994. There can be no assurance that the
Company will not experience such problems in the future. The loss of OKI as a
supplier, the inability to integrate UMC as a supplier on a timely basis, any
prolonged inability to obtain adequate yields or deliveries from OKI or other
subcontractor manufacturers, or any other circumstance that would require the
Company to seek alternative sources of supply, could delay shipments and have a
material adverse effect on the Company's business and operating results.
Moreover, the inability to procure supplies and services from these foreign
subcontractor manufacturers on commercially reasonable terms as a result of
foreign currency exchange rate fluctuations may have a material adverse effect
on the Company's operating results. The Company has a wafer purchase agreement
with OKI under which the price of wafers is based upon the exchange rate between
the US dollar and Japanese Yen. As a result, exchange rate fluctuations will
cause the Company's cost per die to fluctuate in the future and gross profit
could be adversely affected. In addition, the Company's business is subject to
other risks generally associated with doing business with foreign
subcontractors.
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CATALYST SEMICONDUCTOR, INC.
International Operations. In fiscal 1996, 1995 and 1994, international
sales accounted for 60%, 61% and 53%, respectively, of the Company's product
sales. The Company expects that international sales will continue to represent a
significant portion of its product sales in the future. The Company also expects
to continue to subcontract its manufacturing activity to foreign companies as
noted above. The Company's international operations may be adversely affected by
a variety of factors including fluctuations in exchange rates, imposition of
government controls, political and economic instability, trade restrictions,
changes in regulatory requirements, difficulties in staffing international
operations and longer payments cycles. There can be no assurance these or other
factors related to international operations will not have a material adverse
affect on the Company's business, financial condition and results of operations.
New Product Development and Technological Change. The markets for the
Company's products are characterized by rapidly changing technology and product
obsolescence, and the timely introduction of new products is a key factor in the
success of the Company's business. In particular, the Company's future success
will depend on its ability to develop and implement new design and process
technologies which enable the Company to achieve higher product densities. For
example, most of the Company's products are currently designed and manufactured
using a 1.0 micron CMOS EEPROM process or a 0.7 micron Flash memory process.
There can be no assurance that the Company will be able to select and develop
new products and technologies and introduce them to the market in a timely
manner and with acceptable fabrication yields and production costs. The Company
currently has such major transitions in process. These transitions are to change
certain EEPROM products from 1.0 micron to 0.8 micron designs, certain Flash
memory products from 0.7 micron to 0.6 micron designs at OKI and the development
of new Flash memory products on 0.5 micron designs at UMC. Delays in developing
new products or achieving volume production of new products, or the lack of
commercial acceptance of new products introduced by the Company, could have a
material adverse effect on the Company's business and operating results.
Risk of Intellectual Property Litigation. In the semiconductor industry
it is typical for companies to receive notices from time to time that allege
infringement of patents or other intellectual property rights of others. There
can be no assurance that the Company will not receive any such notification or
that proceedings alleging infringement of intellectual property rights will not
be commenced against the Company in the future. In such event, there can be no
assurances that the Company could obtain any required licenses of third party
intellectual property rights or could obtain such licenses on commercially
reasonable terms. Failure to obtain such a license in any event could require
the Company to cease production of its products until the Company develops a
non-infringing design or process. Moreover, the cost of litigation of any such
claim or damages resulting therefrom could be substantial and could materially
and adversely affect the Company's business, financial condition and results of
operations.
Takeover Resistive Measures. The ability of the Company's Board of
Directors to issue unauthorized preferred stock without further approval of the
stockholders could have the effect of delaying or preventing a change in control
of the Company.
Volatility of Stock Price. The Company's stock price may be subject to
significant volatility. Any shortfall in revenues or earnings from levels
expected or projected by securities analysts or others could have an immediate
and significant adverse effect on the trading price of the Company's Common
Stock in any given period. In addition, the stock market in general has
experienced extreme price and volume fluctuations particularly affecting the
market prices for many high technology companies, and these fluctuations have
often been unrelated to the operating performance of the specific companies.
These broad fluctuations may adversely affect the market price for the Company's
Common Stock.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits 27 Financial Data Schedule
(b) There were no reports on Form 8-K filed during the quarter ended July
31, 1996.
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CATALYST SEMICONDUCTOR, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Sunnyvale and State of
California.
Date: September 13, 1996 By: /s/C. Michael Powell
------------------ ---------------------------------------
C. Michael Powell
Chairman of the Board of Directors,
President, Chief Executive Officer
and Chief Financial Officer
Date: September 13, 1996 By: /s/Daryl E. Stemm
------------------ ---------------------------------------
Daryl E. Stemm
Director of Finance and Administration
and Chief Accounting Officer
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