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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 quarterly period ended September 30, 1997
Commission File No. 0-22989
WHITE CAP INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 84-1380403
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(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
3210 Airway Avenue
Costa Mesa, California 92626
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(Address of principal executive offices)
(714) 850-0900
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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 (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 No X
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at 11/19/97
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Common Stock, $.01 Par Value 10,509,576
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WHITE CAP INDUSTRIES, INC.
TABLE OF CONTENTS
Page
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PART I FINANCIAL INFORMATION
ITEM 1 Condensed Financial Statements................................ 3
WHITE CAP INDUSTRIES, INC.
Condensed Statements of Income (Unaudited)
for the Three Months and Six Months Ended
September 30, 1997 and 1996................................... 3
WHITE CAP INDUSTRIES, INC.
Condensed Balance Sheets as of September 30, 1997
(Unaudited), and March 31, 1997............................... 4
WHITE CAP INDUSTRIES, INC.
Condensed Statements of Cash Flows (Unaudited)
for the Six Months Ended September 30, 1997 and 1996.......... 5
WHITE CAP INDUSTRIES, INC.
Notes to Condensed Financial Statements (Unaudited)........... 6
ITEM 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations........................... 8
PART II OTHER INFORMATION
ITEM 1 Legal Proceedings............................................. 11
ITEM 2 Changes in Securities......................................... 11
ITEM 3 Defaults upon Senior Securities............................... 11
ITEM 4 Submission of Matters to a Vote of Security Holders........... 11
ITEM 5 Other Information............................................. 11
ITEM 6 Exhibits and Reports on Form 8-K.............................. 11
SIGNATURES .............................................................. 12
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
In the opinion of WHITE CAP INDUSTRIES, INC.'s (the "Company") management, the
unaudited consolidated financial statements included in this filing on Form 10-Q
reflect all adjustments which are considered necessary for a fair presentation
of financial information for the period presented.
WHITE CAP INDUSTRIES, INC.
CONDENSED STATEMENTS OF INCOME - UNAUDITED
(In thousands, except share and per share data)
Three Months Ended Six Months Ended
September 30, September 30,
------------------------- ------------------------
1997 1996 1997 1996
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Net Sales $48,695 $24,999 $86,006 $48,508
Cost of sales 33,159 16,955 59,007 32,947
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Gross profit 15,536 8,044 26,999 15,561
Selling, general & administrative 11,730 6,452 21,153 12,687
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Income from operations 3,806 1,592 5,846 2,874
Interest expense, net 1,893 386 3,212 810
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Income before income taxes 1,913 1,206 2,634 2,064
Income tax provision 761 0 1,079 9
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Net income $ 1,152 $ 1,206 $ 1,555 $ 2,055
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Pro forma per share data:
Pro forma weighted average number of common
shares and equivalents outstanding 7,368,075 7,368,075
Pro forma net income per common share $0.14 $0.20
The accompanying notes are an integral part of these condensed statements.
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WHITE CAP INDUSTRIES, INC.
CONDENSED BALANCE SHEETS
(In thousands, except share and per share data)
As of
September 30, 1997 As of
(unaudited) March 31, 1997
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ASSETS
Current Assets:
Cash and cash equivalents $ 2,656 $ 214
Accounts receivable, net 29,356 19,175
Inventories 26,989 20,426
Prepaid expenses and other 1,736 1,179
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Total current assets 60,737 40,994
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Property, plant and equipment, net 9,360 7,961
Intangible assets, net 27,736 13,205
Other assets 222 132
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Total Assets $98,055 $62,292
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LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Current portion of long-term debt $ 3,086 $ 3,156
Accounts payable and accrued liabilities 31,785 20,428
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Total Current Liabilities 34,871 23,584
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Long-term debt, excluding current maturities 62,109 38,888
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Deferred income taxes 189 200
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Senior redeemable preferred stock $.01 par value:
Designated - 680,000 shares; issued and outstanding -
675,969 at March 31, 1997 and September 30, 1997 2,650 2,650
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Commitments and contingencies -- --
Shareholders' equity (deficit):
Convertible preferred stock, $.01 par value:
Designated - 2,700,000 shares; issued and outstanding -
2,240,479 at September 30, 1997 and 2,180,479 at March 31, 1997 2,256 2,250
Common stock, $.01 par value:
Authorized - 10,000,000 shares; issued and outstanding - 1,135,534
shares at September 30, 1997 and 1,044,000 at March 31, 1997 6
Additional paid-in capital 11 --
Retained earnings (accumulated deficit) (4,031) (5,286)
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(1,764) (3,030)
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$98,055 $62,292
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The accompanying notes are an integral part of these condensed statements.
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WHITE CAP INDUSTRIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS - UNAUDITED
(In thousands)
Six Months Ended
September 30,
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1997 1996
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Cash flows from operating activities:
Net income $ 1,555 $ 2,055
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 1,231 732
Gain on disposition of property and equipment (26) (25)
Changes in assets and liabilities, net of effects from acquisitions:
Increase in accounts receivable (5,019) (2,755)
Increase in inventories (2,169) (1,778)
Increase in prepaid expenses and other (77) (145)
Increase in deferred tax asset (44) --
Increase in accounts payable 7,302 5,462
Increase (decrease) in accrued expenses 853 (4)
Increase in deferred tax liability 24 --
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Net cash provided by operating activities 3,630 3,542
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Cash flows from investing activities:
Capital expenditures (1,205) (362)
Proceeds from sale of property and equipment 86 52
Purchase of Viking Distributing Co., net of $145 cash acquired (16,046) --
Purchase of Stop Supply, Inc., net of $61 cash acquired (3,698) --
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Net cash used in investing activities (20,863) (310)
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Cash flows from financing activities:
Net borrowing under line of credit agreement 15,512 (1,471)
Principal payments on notes payable (1,679) (369)
Proceeds received from notes payable 6,194 124
Increase in receivable from shareholder -- (269)
Shareholder distributions paid -- (949)
Preferred dividend (303) --
Preferred stock issued 6 --
Common stock issued 7 --
Increase in deferred finance costs (62) --
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Net cash provided by (used in) financing activities 19,675 (2,934)
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Net increase in cash and cash equivalents 2,442 298
Cash and cash equivalents, beginning of period 214 205
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Cash and cash equivalents, end of period $ 2,656 $ 503
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The accompanying notes are an integral part of these condensed statements.
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WHITE CAP INDUSTRIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS - UNAUDITED
1. BASIS OF PRESENTATION:
The condensed financial statements presented herein are unaudited. Certain
information and footnote disclosures normally prepared in accordance with
generally accepted accounting principles have been either condensed or omitted
pursuant to the rules and regulations of the Securities and Exchange Commission.
Although the registrant believes that all adjustments necessary for a fair
presentation have been made, interim period results are not necessarily
indicative of the results of operations for a full year. As such, these
financial statements should be read in conjunction with the financial statements
and notes thereto included in the registrant's most recent Form S-1 (file number
333-33767) which was filed for the fiscal year ended March 31, 1997.
2. PRO FORMA NET INCOME PER SHARE:
Pro forma net income per share has been computed by dividing pro forma net
income, net of senior redeemable preferred stock dividends, by the pro forma
weighted average number of shares outstanding. In accordance with a regulation
of the Securities and Exchange Commission (SEC), such computation includes all
common equivalent shares (using the treasury stock method and the initial public
offering price) issued twelve months prior to the filing of the initial public
offering as if they were outstanding for the entire period presented.
Additionally, in accordance with SEC rules, 586,833 shares are included in the
pro forma weighted average shares, representing the number of shares necessary
to pay the portion of the fiscal 1997 stockholders dividend that exceeded the
earnings for such period. Common equivalent shares from convertible stock
included in the calculation as if converted. Historical net income per share has
not been presented because it is not indicative of the ongoing entity.
3. RECENT ACQUISITIONS:
In addition to the acquisition of A-Y Supply, Inc. effective January 1, 1997,
the Company recently acquired two additional contractor suppliers for an
aggregate purchase price of approximately $20 million. Effective May 1, 1997,
the Company acquired 100% of the stock of Stop Supply, located in Fresno,
California. Stop Supply generated net sales of approximately $6 million for its
fiscal year ended January 31, 1997. In June 1997, the Company acquired 100% of
the stock of Viking Distributing, which has stores located in San Francisco,
Dublin and San Jose, California. Viking Distributing generated approximately $35
million in net sales for its fiscal year ended March 31, 1997. All three
acquisitions were accounted for under the purchase method.
Had the acquisitions of A-Y Supply, Stop Supply and Viking Distributing occurred
at the beginning of the current and prior fiscal years, pro forma net sales, net
income, net income per share would be as follows: (in thousands except per share
data)
Three Months Ended Six Months Ended
September 30, September 30,
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1997 1996 1997 1996
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Net sales $48,695 $43,651 $95,526 $83,902
Net income 1,007 704 1,473 989
Net income per share $ 0.14 $ 0.10 $ 0.20 $ 0.13
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4. INCOME TAXES:
Prior to February 1997, the Company was taxed as an S Corporation. Under these
provisions, taxable income or loss was included in the tax return of the
shareholder of the Company. Therefore, no provision for federal or state income
taxes was reflected in the historical financial statements prior to February
1997. As an S Corporation, the Company was subject to a minimum franchise tax of
$800, or 1.5% of taxable income, which is included in the Company's tax
provision for the periods ended September 30, 1996.
Effective February 26, 1997 the Company terminated its S Corporation status and
converted to a C Corporation for both federal and state purposes.
5. SUBSEQUENT EVENTS:
On October 27, 1997 the Company completed its initial public offering of 4.3
million shares of common stock with net proceeds of approximately $71.5 million.
The net proceeds were used to retire all outstanding bank and subordinated
interest bearing indebtedness and associated prepayment penalties, redeem
Redeemable Preferred Stock and pay preferred stock dividends. Immediately prior
to the consummation of the offering, the Company effected a 1.74 for 1 stock
split of the common stock. The financial statements have been retroactively
adjusted to reflect the stock split.
Effective November 1, 1997, the Company acquired the assets of Burke Concrete
Accessories, L.P. ("Burke") for approximately $9 million in cash. Burke, with
fiscal 1996 revenues of $25 million, is a full line distributor of concrete
accessories, construction chemicals and rental equipment used in pour-in-place,
precast and tilt-up concrete construction, renovation and maintenance. Burke
operates nine branch locations in the Western United States (six of which are
located in existing White Cap markets and three of which are located in the
Pacific Northwest).
On October 29, 1997 the Company entered into a new Credit Agreement with
available borrowings of up to $100 million (including a $75 million delayed draw
term facility for acquisitions and a $25 million revolving credit facility).
Interest on the amounts borrowed may be paid at the option of the Company at a
rate per annum equal to the lead bank's prime or reference rate, or
alternatively at bankers' acceptance rate or LIBOR rate plus margins, in each
case, based upon the Company's ratio of total debt to operating cash flow. The
Credit Agreement contains certain restrictive covenants limiting mergers, use of
proceeds, indebtedness, liens, investments, sale of assets and acquisitions. The
Credit Agreement also contains financial covenants which require the Company to
maintain a minimum net worth, leverage ratio, fixed charge coverage ratio and
asset coverage ratio.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This discussion and analysis of the Company's results of operations and
financial condition should be read in conjunction with the Company's condensed
financial statements (unaudited) and the notes thereto.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO
THREE MONTHS ENDED SEPTEMBER 30, 1996
Net Sales Net sales for the three months ended September 30, 1997 ("second
quarter 1997") increased $23.7 million, or 94.8%, to $48.7 million compared to
$25.0 million for the three months ended September 30, 1996 ("second quarter
1996"). The growth in net sales for the second quarter of 1997 was the result of
a 12.0% increase in same store sales, the expansion of product lines and the
acquisitions of A-Y Supply, Stop Supply and Viking Distributing. The recently
acquired businesses contributed $20.7 million in net sales in the second quarter
of 1997.
Gross Profit Gross profit for the second quarter 1997 increased $7.5 million,
or 93.8%, to $15.5 million compared to $8.0 million for the second quarter 1996.
The increase in gross profit was the result of increased net sales offset, in
part, by a decrease in gross profit margin. The gross profit margin for the
second quarter of 1997 was 31.9% compared to 32.2% for the second quarter of
1996. The decrease in gross profit margin over the prior year was primarily due
to the impact of the acquired businesses. The acquired businesses in Northern
California have historically generated lower gross profit margins than the
Company's historical performance. Gross profit margins improved in the second
quarter of 1997 over the first quarter of 1997 primarily due to the completion
of new customer promotions.
Selling, General and Administrative Expense Selling, general and administrative
expense ("SG&A") increased $5.2 million or 80.0%, to $11.7 million for the
second quarter 1997 compared to $6.5 million for the second quarter 1996. As a
percent of sales, SG&A was 24.1% for the second quarter 1997 compared to 25.8%
for the second quarter 1996. Selling expenses increased $3.9 million, or 95.1%,
to $8.0 million in the second quarter of 1997 from $4.1 million for the second
quarter of 1996. The increase was due to increased advertising and commissions
to the outside sales force due to the sales growth, and increased costs of
customer service, principally the addition of branch personnel. Selling expenses
as a percent of net sales for the second quarter of 1997 were 16.5%, as compared
to 16.4% for the second quarter of 1996.
General, administrative and distribution center expenses increased $1.3 million,
or 54.2%, to $3.7 million for the second quarter of 1997 from $2.4 million for
the second quarter of 1996. The increase in general and administrative expenses
is primarily due to increased distribution costs to process the increased sales
volume and a planned increase in corporate functions to position the Company for
future growth. General, administrative and distribution center expenses as a
percentage of net sales for the second quarter of 1997 were 7.6%, as compared to
9.4% for the second quarter of 1996.
Income from Operations Income from operations for the second quarter 1997
increased $2.2 million, or 137.5%, to $3.8 million compared to $1.6 million for
the second quarter of 1996. The operating margin, derived by dividing operating
income by net sales, was 7.8% for the second quarter 1997 compared to 6.4% for
the second quarter 1996. The increase in operating margin for the second quarter
1997 compared to the second quarter 1996 was the result of the reduction in SG&A
as a percentage of sales offset, in part, by the decline in gross profit
margins.
Interest Expense, net Interest expense, net of interest income, increased $1.5
million, or 375.0%, to $1.9 million in the second quarter of 1997 from $.4
million for the second quarter of 1996. This increase was due to increased
levels of debt to support the Company's growth and the debt associated with the
recently acquired businesses.
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Net Income Net income for the second quarter of 1997 and 1996 was $1.2 million.
Net income was unchanged between years due to the increase in interest expense
and the increase in the tax provision. In February of 1997, the Company
converted from an S Corporation to a C Corporation for both federal and state
purposes.
SIX MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO
SIX MONTHS ENDED SEPTEMBER 30, 1996
Net Sales Net sales for the six months ended September 30, 1997 ("first half
1997") increased $37.5 million, or 77.3%, to $86.0 million compared to $48.5
million for the six months ended September 30, 1996 ("first half 1996"). The
growth in net sales for the first half of 1997 was the result of a 16.0%
increase in same store sales, the expansion of product lines and the acquisition
of A-Y Supply, Stop Supply and Viking Distributing. The recently acquired
businesses contributed $29.7 million in net sales in the first half of 1997.
Gross Profit Gross profit for the first half 1997 increased $11.4 million, or
73.1%, to $27.0 million compared to $15.6 million for the first half 1996. The
increase in gross profit was the result of increased net sales offset, in part,
by a decrease in gross profit margin. The gross margin was 31.4% for the first
half 1997 compared to 32.1% for the first half 1996. The reduction in the gross
margin was primarily due to an aggressive promotion of certain products, in the
first quarter of 1997, in order to initiate relationships with new customers in
the recently acquired businesses in Northern California.
Selling, General and Administrative Expense SG&A for the first half 1997
increased $8.5 million to $21.2 million compared to $12.7 million for the first
half 1996. As a percent of sales, SG&A decreased to 24.6% for the first half
1997 versus 26.2% for the first half 1996. Selling expenses increased $6.2
million, or 76.5%, to $14.3 million in the first half of 1997 from $8.1 million
for the first half of 1996. The increase was due to increased advertising and
commissions to the outside sales force due to the sales growth, and increase
costs of customer service, principally the addition of branch personnel. Selling
expenses as a percent of net sales for the first half of 1997 was 16.6%, as
compared to 16.7% for the first half of 1996.
General and administrative expenses increased $2.3 million, or 50.0%, to $6.9
million for the first half of 1997 from $4.6 million for the first half of 1996.
General and administrative expenses as a percentage of net sales for the first
half of 1997 was 8.0%, as compared to 9.5% for the first half of 1996.
Income from Operations Income from operations for the first half 1997 increased
$2.9 million, or 100.0%, to $5.8 million compared to $2.9 million for the first
half 1996. The operating margin, derived by dividing operating income by net
sales, was 6.8% for the first half 1997 compared to 5.9% for the first half
1996. The increase in operating margin for the first half of 1997 compared to
the first half of 1996 was the result of the reduction in SG&A as a percentage
of sales offset, in part, by the decline in gross profit margins.
Interest Expense, net Interest expense, net of interest income, increased $2.4
million, or 300.0%, to $3.2 million in the first half of 1997 from $.8 million
for the first half of 1996. This increase was due to increased levels of debt to
support the Company's growth and the debt associated with the recently acquired
businesses.
Net Income Net income decreased $.5 million, or 23.8%, to $1.6 million for the
first half 1997 compared to net income of $2.1 million for the first half 1996.
The increase in income from operations was offset by the increase in interest
expense and the increase in the tax provision. In February of 1997, the Company
converted from an S Corporation to a C Corporation for both federal and state
purposes.
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FINANCIAL CONDITION
Working Capital During the first half 1997, operating working capital increased
$6.0 million. The change in operating working capital was primarily the result
of increases in inventories of $6.6 million and accounts receivable of $10.2
million, which were partially offset by increases in accounts payable of $9.2
million and accrued liabilities of $2.1 million. The change in operating working
capital excludes changes in cash and cash equivalents and current maturities of
long-term debt.
Cash Flow The Company generated $3.6 million of net cash from operating
activities during the first half 1997, after providing for the $6.0 million
increase in operating working capital. Financing activities during the first
half 1997 provided net cash of $19.7 million, including $20.0 million from debt
sources. The Company expended $1.2 million for capital (other than acquisitions)
during the first half 1997 primarily for office and computer equipment, and
branch related equipment.
Liquidity and Capital Resources Based on the current plans, management
anticipates that its cash flow from operations, IPO proceeds, and the available
lines of credit will be adequate to support its estimated working capital
requirements, operations and strategic acquisition plan for the immediate near
future. The Company has an aggressive strategy that has involved, and is
expected to continue to involve, the acquisition of companies in related lines
of business. Acquisitions may involve a number of special risks that could have
a material adverse effect on the Company's operations and financial
performance, including adverse short-term effects on the Company's reported
operating results; diversion of management's attention; difficulties with the
retention, hiring and training of key personnel; risks associated with
unanticipated problems or legal liabilities; and amortization of acquired
intangible assets.
The Company's business is subject to seasonal influences. The Company's
historical revenues and profitability have been lower in the second two quarters
of its fiscal year. As the Company's mix of businesses evolves through future
acquisition, those seasonal fluctuation may change. In addition, quarterly
results also may be materially affected by the timing of acquisitions, the
timing and magnitude of costs related to such acquisitions, variations in the
prices paid by the Company for the products it sells, the mix of products sold,
general economic conditions, and the retroactive restatement of the Company's
consolidated financial statements for acquisitions accounted for under the
pooling-of-interests method. Therefore, results for any quarter are not
necessarily indicative of the results that the Company may achieve for any
subsequent fiscal quarter or for a full fiscal year.
On October 27, 1997 the Company completed its initial public offering of 4.3
million shares of common stock with net proceeds of approximately $71.5 million.
The net proceeds were used to retire all outstanding bank and subordinated
interest bearing indebtedness and associated prepayment penalties, Convertible
Preferred Stock, Redeemable Preferred Stock and related accrued dividends.
On October 29, 1997 the Company entered into a new Credit Agreement with
available borrowings of up to $100 million (including a $75 million delayed draw
term facility for acquisitions and a $25 million revolving credit facility).
Interest on the amounts borrowed may be paid at the option of the Company at a
rate per annum equal to the lead bank's prime or reference rate, or
alternatively at bankers' acceptance rate or LIBOR rate plus margins, in each
case based upon the Company's ratio of total debt to operating cash flow. The
Credit Agreement contains certain restrictive covenants limiting mergers, use of
proceeds, indebtedness, liens, investments, sale of assets and acquisitions. The
Credit Agreement also contains financial covenants which require the Company to
maintain a minimum net worth, leverage ratio, fixed charge coverage ratio and
asset coverage ratio.
The Company has entered into a letter of intent to acquire the stock of a
one-branch contractor supplier, with fiscal revenues of $5 million, which
specializes in braces, inserts and accessories for tilt-up concrete
construction. The completion of the proposed acquisition is contingent upon
satisfactory completion of due diligence and satisfaction of customary closing
conditions.
FORWARD-LOOKING STATEMENTS -- Under the Private Securities Litigation Act
of 1995
Certain statements in this quarterly report are forward-looking statements.
These statements are subject to various risks and uncertainties, many of which
are outside the control of the Company, including the level of market demand for
the Company's products, competitive pressures, the ability to achieve reductions
in operating costs and management's ability to continue to integrate
acquisitions, dependence on systems, environmental matters and other specific
factors discussed in the Company's Prospectus, dated October 22, 1997, and other
Securities and Exchange Commission filings. The information contained herein
represents management's best judgment as of the date hereof based on information
currently available; however, the Company does not intend to update this
information to reflect developments or information obtained after the date
hereof and disclaims any legal obligation to the contrary.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
The registration statement with respect to the Company's public offering of
Common Stock, par value $0.01 per share (No. 333-33767), was declared effective
on October 21, 1997. The offering terminated upon the sale of all common stock
registered. Of the 4,600,000 shares registered and sold in the offering, (1)
4,345,000 were sold by the Company for an aggregate offering price of
$78,210,000 and (ii) 225,000 were sold by selling stockholders for an aggregate
offering price of $4,590,000. Underwriting discounts and commissions of
$5,474,700 were incurred for the Company's account, and the Company incurred
estimated expenses of $1,250,000 in connection with the offering. The managing
underwriters of the offering were Donaldson, Lufkin & Jenrette Securities
Corporation and BankAmerica Robertson Stephens. For a discussion of the
Company's use of the net proceeds of the offering, see "Management's Discussion
and Analysis of Financial Condition and Results of Operations-Liquidity and
Capital Resources."
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
11.1 Computation of per share earnings
27.0 Financial Data Schedule
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WHITE CAP INDUSTRIES, INC.
November 19, 1997 /s/ GREG GROSCH
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Greg Grosch
President/Chief Executive Officer
November 19, 1997 /s/ CHRIS LANE
--------------------------------
Chris Lane
Chief Financial Officer
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EXHIBIT INDEX
Sequentially
Exhibit Number Description Numbered Page
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11.1 Computation of per share earnings
27.0 Financial Data Schedule