1
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UNITED STATES 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 QUARTER ENDED AUGUST 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-22183
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MEADE INSTRUMENTS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-2988062
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR IDENTIFICATION NO.)
ORGANIZATION)
6001 OAK CANYON, IRVINE, CA 92620
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(949) 451-1450
------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Number of shares of common stock outstanding as of August 31, 1998 is 7,875,500
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MEADE INSTRUMENTS CORP.
TABLE OF CONTENTS
PAGE NO.
--------
PART I -- FINANCIAL INFORMATION
Consolidated Balance Sheets (Unaudited) -- August 31, 1998
and February 28, 1998..................................... 3
Consolidated Statements of Income (Unaudited) -- Three
Months and Six Months Ended August 31, 1998 and 1997...... 4
Consolidated Statements of Cash Flows (Unaudited) -- Six
Months Ended August 31, 1998 and 1997..................... 5
Notes to Consolidated Financial Statements (Unaudited)...... 6
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 7 - 9
PART II -- OTHER INFORMATION
Other Information........................................... 10
SIGNATURES.................................................. 11
EXHIBIT INDEX............................................... 12
2
3
MEADE INSTRUMENTS CORP.
CONSOLIDATED BALANCE SHEETS
ASSETS
AUGUST 31, FEBRUARY 28,
1998 1998
----------- ------------
Current assets:
Cash...................................................... $ 224,000 $ 1,649,000
Accounts receivable, less allowance for doubtful accounts
of $513,000 at August 31, 1998 and $485,000 at February
28, 1998............................................... 9,160,000 6,024,000
Inventories............................................... 20,731,000 11,910,000
Deferred income taxes..................................... 2,291,000 1,424,000
Prepaid expenses and other current assets................. 240,000 239,000
----------- -----------
Total current assets.............................. 32,646,000 21,246,000
Other assets................................................ 259,000 361,000
Property and equipment, net of accumulated depreciation of
$1,682,000 at August 31, 1998 and $1,316,000 at February
28, 1998.................................................. 4,895,000 2,985,000
----------- -----------
$37,800,000 $24,592,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank line of credit....................................... $ 9,723,000 $
Current portion of capital lease obligations.............. 208,000 205,000
Accounts payable.......................................... 3,065,000 1,326,000
Accrued liabilities....................................... 4,392,000 2,692,000
Income taxes payable...................................... 1,606,000
----------- -----------
Total current liabilities......................... 17,388,000 5,829,000
----------- -----------
Long-term capital lease obligations, net of current
portion..................................................... 246,000 341,000
----------- -----------
Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value, 20,000,000 shares
authorized; 7,875,500 shares issued and outstanding at
August 31, 1998 and February 28, 1998.................. 79,000 79,000
Additional paid-in capital................................ 21,445,000 21,445,000
Retained earnings......................................... 6,147,000 4,903,000
----------- -----------
27,671,000 26,427,000
Unearned ESOP shares...................................... (7,505,000) (8,005,000)
----------- -----------
Total stockholders' equity........................ 20,166,000 18,422,000
----------- -----------
$37,800,000 $24,592,000
=========== ===========
See accompanying notes to consolidated financial statements.
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MEADE INSTRUMENTS CORP.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED AUGUST 31, SIX MONTHS ENDED AUGUST 31,
------------------------------ ----------------------------
1998 1997 1998 1997
------------- ------------- ------------ ------------
Net sales........................... $15,412,000 $12,289,000 $30,233,000 $25,024,000
Cost of sales....................... 8,901,000 7,887,000 17,642,000 16,413,000
----------- ----------- ----------- -----------
Gross profit................... 6,511,000 4,402,000 12,591,000 8,611,000
Selling expenses.................... 2,895,000 1,267,000 5,768,000 2,681,000
General and administrative
expenses.......................... 2,036,000 1,724,000 3,983,000 3,093,000
Research and development expenses... 228,000 167,000 473,000 361,000
----------- ----------- ----------- -----------
Operating income............... 1,352,000 1,244,000 2,367,000 2,476,000
Interest expense.................... 142,000 154,000 184,000 748,000
----------- ----------- ----------- -----------
Income before income taxes..... 1,210,000 1,090,000 2,183,000 1,728,000
Provision for income taxes.......... 520,000 457,000 939,000 719,000
----------- ----------- ----------- -----------
Net income.......................... 690,000 633,000 1,244,000 1,009,000
Accretion on redeemable preferred
stock............................. (374,000)
----------- ----------- ----------- -----------
Net income available to common
stockholders...................... $ 690,000 $ 633,000 $ 1,244,000 $ 635,000
=========== =========== =========== ===========
Net income per share available to
common stockholders -- basic and
diluted........................... $ 0.10 $ 0.09 $ 0.18 $ 0.10
=========== =========== =========== ===========
Weighted average number of shares
outstanding -- basic.............. 6,841,000 6,704,000 6,824,000 6,064,000
=========== =========== =========== ===========
Weighted average number of shares
outstanding -- diluted............ 6,993,000 6,723,000 6,974,000 6,074,000
=========== =========== =========== ===========
See accompanying notes to consolidated financial statements.
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MEADE INSTRUMENTS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED AUGUST 31,
---------------------------
1998 1997
------------- -----------
Cash flows from operating activities:
Net income................................................ $ 1,244,000 $1,009,000
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 456,000 249,000
Debt issuance costs from repayment of term debt........ 400,000
ESOP contribution...................................... 600,000 500,000
Changes in assets and liabilities:
Increase in accounts receivable...................... (3,136,000) (2,614,000)
Increase in inventories.............................. (8,821,000) (2,322,000)
Increase in deferred income taxes.................... (867,000)
Decrease in prepaid expenses and other assets........ 11,000 183,000
Increase in accounts payable......................... 1,739,000 938,000
Increase in accrued liabilities...................... 1,600,000 258,000
Decrease in income taxes payable..................... (1,606,000) (679,000)
------------ ----------
Net cash used in operating activities............. (8,780,000) (2,078,000)
------------ ----------
Cash flows from investing activities:
Capital expenditures...................................... (2,276,000) (803,000)
------------ ----------
Net cash used in investing activities............. (2,276,000) (803,000)
------------ ----------
Cash flows from financing activities:
Payments on long-term debt................................ (8,183,000)
Net borrowings under bank line of credit.................. 9,723,000 120,000
Net proceeds from the issuance of common stock............ 17,913,000
Redemption of preferred stock............................. (6,864,000)
Payments under capital lease obligations.................. (92,000) (107,000)
------------ ----------
Net cash provided by financing activities......... 9,631,000 2,879,000
------------ ----------
Net decrease in cash........................................ (1,425,000) (2,000)
Cash at beginning of period................................. 1,649,000 4,000
------------ ----------
Cash at end of period....................................... $ 224,000 $ 2,000
============ ==========
Supplemental disclosures of cash flow information:
Non-cash financing activities:
Accretion on redeemable preferred stock................ $ 374,000
See accompanying notes to consolidated financial statements.
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MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
A. The consolidated financial statements have been prepared by the Company and
are unaudited.
In management's opinion, the information and amounts furnished in this
report reflect all adjustments (consisting of normal recurring adjustments)
considered necessary for the fair presentation of the financial position and
results of operations for the interim periods presented. These financial
statements should be read in conjunction with the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1998.
The Company has experienced, and expects to continue to experience,
substantial fluctuations in its sales, gross margins and profitability from
quarter to quarter. Factors that influence these fluctuations include the volume
and timing of orders received, changes in the mix of products sold, market
acceptance of the Company's products, competitive pricing pressures, the
Company's ability to meet increasing demand and delivery schedules and the
timing and extent of research and development expenses, marketing expenses and
product development expenses. In addition, a substantial portion of the
Company's net sales and operating income typically occur in the third quarter of
the Company's fiscal year primarily due to disproportionately higher customer
demand for less-expensive telescopes during the Christmas holiday season. The
results of operations for the quarter and six months ended August 31, 1998 and
1997, respectively, are not necessarily indicative of the operating results for
the entire fiscal year.
B. In April 1997 the Company completed an initial public offering (the
"Offering") of 3,875,500 shares of common stock (including the underwriter's
over-allotment option). The Offering included 2,875,500 newly issued shares of
common stock and 1,000,000 shares of common stock held by the Company's then
preferred stockholder. The Offering raised approximately $17.9 million (after
underwriting discounts and Offering expenses). Net proceeds from the Offering
were used to redeem approximately $6.9 million of outstanding Series A preferred
stock, including accrued dividends, and to repay approximately $11.0 million of
existing bank term and revolving debt. Prior to the closing of the Offering, the
Company reincorporated into a Delaware subsidiary, with the Delaware subsidiary
being the surviving corporation. All of the outstanding shares of the Series A
and Series B common stock and Series A preferred stock of the Company were
exchanged on a ratio of one for one with shares of Series A and Series B common
stock and Series A preferred stock of the Delaware subsidiary as part of the
reincorporation. All shares of Series A and Series B common stock were converted
into shares of common stock upon the completion of the Offering.
C. The write-off of approximately $400,000 of previously capitalized debt
issuance costs, related to bank term debt that was retired with the proceeds of
the Offering in April 1997, is presented as a component of interest expense for
the six months ended August 31, 1997.
D. The composition of inventories is as follows:
AUGUST 31, 1998 FEBRUARY 28, 1998
---------------- -----------------
Raw materials................................... $ 3,018,000 $ 2,780,000
Work-in-process................................. 1,781,000 1,819,000
Finished goods.................................. 15,932,000 7,311,000
----------- -----------
$20,731,000 $11,910,000
=========== ===========
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MEADE INSTRUMENTS CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The nature of the Company's business is seasonal. Historically, sales in
the third quarter have been higher than sales achieved in the other three fiscal
quarters of the year. Thus, expenses and, to a greater extent, operating income
vary by quarter. Caution, therefore, is advised when appraising results for a
period shorter than a full year, or when comparing any period other than to the
same period of the previous year.
Three Months Ended August 31, 1998 Compared to Three Months Ended August 31,
1997
Net sales for the second quarter of fiscal 1999 were $15.4 million compared
to $12.3 million for the second quarter of fiscal 1998, an increase of 25.2%.
This increase was due to increases in sales of less-expensive telescope lines
including those manufactured domestically and those manufactured in Taiwan.
Gross profit increased from $4.4 million (35.8% of net sales) for the
second quarter of fiscal 1998 to $6.5 million (42.2% of net sales) for the
second quarter of fiscal 1999, an increase of 47.7%. The increase in gross
profit as a percent of net sales was due to the increased sales of more
profitable domestically produced products and the effect of the strong U.S.
dollar on purchases from Asia.
Selling expenses increased from $1.3 million (10.3% of net sales) for the
second quarter of fiscal 1998 to approximately $2.9 million (18.8% of net sales)
for the second quarter of fiscal 1999, an increase of 123.1%. This increase
principally reflects (i) higher advertising expenses associated with the
Company's continuing national print advertising campaign begun during the first
quarter of fiscal 1999 and (ii) higher shipping costs, selling personnel
expenses and sales commissions to support higher sales volume for the second
quarter of fiscal 1999.
General and administrative expenses increased from $1.7 million (14.0% of
net sales) for the second quarter of fiscal 1998 to $2.0 million (13.2% of net
sales) for the second quarter of fiscal 1999, an increase of 17.6%. This
increase was generally due to increases in personnel related costs and general
increases across a broad category of expenses to support growing sales volume
for fiscal 1999.
Research and development expenses increased from $167,000 (1.4% of net
sales) for the second quarter of fiscal 1998 to $228,000 (1.5% of net sales) for
the second quarter of fiscal 1999, an increase of 36.5%. This increase was
principally due to increased engineering consulting costs.
Interest expense decreased slightly from $154,000 for the second quarter of
fiscal 1998 to $142,000 for the second quarter of fiscal 1999, a decrease of
7.8%.
Six Months Ended August 31, 1998 Compared to Six Months Ended August 31, 1997
Net sales for the six months ended August 31, 1998 were $30.2 million
compared to $25.0 million for the comparable prior year period, an increase of
20.8%. This increase was primarily due to increased sales of domestically
produced less-expensive telescopes.
Gross profit increased from $8.6 million (34.4% of net sales) for the six
months ended August 31, 1997 to $12.6 million (41.6% of net sales) for the
comparable current year period, an increase of 46.5%. The increase in gross
profit as a percent of net sales was principally due to the increased sales of
more profitable domestically produced products and the effect of the strong U.S.
dollar on purchases from Asia.
Selling expenses increased from $2.7 million (10.7% of net sales) for the
six months ended August 31, 1997 to $5.8 million (19.1% of net sales) for the
comparable current year period, an increase of 114.8%. This increase principally
reflects (i) higher advertising expenses associated with the Company's national
print advertising campaign begun in first quarter of fiscal 1999, (ii) higher
freight and other shipping costs due to higher sales volumes for the first six
months of fiscal 1999 and (iii) higher shipping and selling personnel costs,
sales commissions and marketing expenses to support higher sales volume for the
first six months of fiscal 1999.
7
8
General and administrative expenses increased from $3.1 million (12.4% of
net sales) for the six months ended August 31, 1997 to $4.0 million (13.2% of
net sales) for the comparable current year period, an increase of 29.0%. This
increase was generally due to increases in personnel related costs, consulting
and professional fees and general increases across a broad category of expenses
to support higher sales volume during the first six months of fiscal 1999.
Research and development expenses increased from $361,000 (1.4% of net
sales) for the six months ended August 31, 1997 to $473,000 (1.6% of net sales)
for the comparable current year period, an increase of 31.0%. This increase was
due to increased internal engineering personnel related costs and increased
outside engineering consulting expenses.
Interest expense decreased from $748,000 for the six months ended August
31, 1997 to $184,000 for the comparable current year period, a decrease of
75.4%. Included in interest expense for the six months ended August 31, 1997 is
approximately $400,000 recognized pursuant to the write-off of previously
capitalized debt issuance costs related to bank term debt that was retired with
the proceeds of the Offering in April 1997. Interest expense for the six months
ended August 31, 1998 decreased 47.1% compared to the six months ended August
31, 1997 (before the write-off of $400,000 of debt issuance costs) due to lower
average borrowings on the Company's line of credit and the elimination of the
long-term bank debt that was retired with the proceeds of the Offering in April
1997.
For the six months ended August 31, 1997, net income was adjusted by
$374,000 for accretion of redeemable preferred stock to arrive at net income
available to common stockholders of $635,000. The redeemable preferred stock was
redeemed in full with the proceeds of the Offering in April 1997.
LIQUIDITY AND CAPITAL RESOURCES
For the six months ended August 31, 1998, the Company funded its operations
with borrowings on its bank line of credit. Internally generated cash flow from
net income and increases in accounts payable and accrued liabilities were more
than offset by increases in inventories and accounts receivable as well as a
decrease in income taxes payable. The increases in inventories and accounts
receivable come in anticipation of historically higher sales volume during the
third quarter of the fiscal year. Net working capital (current assets less
current liabilities) totaled approximately $15.3 million at August 31, 1998,
down just slightly from $15.4 million at February 28, 1998. Working capital
requirements fluctuate during the year due to the seasonal nature of the
business. These requirements are typically financed through a combination of
internally generated cash flow from operating activities and short-term bank
borrowings.
In January 1998, the Company amended its Loan and Security Agreement (the
"Loan Agreement") with Fleet Capital Corporation to provide (i) a $15.0 million
revolving line of credit and (ii) a $5.0 million term note. The Loan Agreement
is secured by the assets of the Company. The Company had outstanding borrowings
under its line of credit of approximately $9.7 million at August 31, 1998.
Capital expenditures aggregated $2.3 million and $803,000 for the six
months ended August 31, 1998 and 1997, respectively. The Company had no material
capital expenditure commitments at August 31, 1998.
The Company believes that internally generated cash flow and borrowing
ability will be sufficient to meet its operating, working capital and capital
expenditure requirements through the next twelve months. In the event the
Company's plans require more capital than is presently anticipated, the
Company's remaining cash balances may be consumed and additional sources of
liquidity, such as debt or equity financings, may be required to meet its
capital needs. There can be no assurance that additional capital beyond the
amounts the Company currently requires will be available on reasonable terms, if
at all.
FORWARD-LOOKING INFORMATION
The preceding "Management's Discussion and Analysis of Financial Conditions
and Results of Operations" section contains various "forward looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities and Exchange Act of 1934, as amended, which
represent the Company's reasonable judgment concerning the future and are
subject to risks and uncertainties that could cause the Company's actual
operating results and financial position to differ
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9
materially, including the following: the Company's ability to reach new market
participants as a result of its increased advertising and marketing efforts; the
Company's ability to continue to develop and bring to market new and innovative
products; the Company's ability to retain and expand the telescope, binocular
and other optical products markets; the Company expanding its distribution
network; the Company experiencing fluctuations in its sales, gross margins and
profitability from quarter to quarter consistent with prior periods; and the
Company's expectation that it will have sufficient funds to meet any working
capital requirements during the foreseeable future with internally generated
cash flow and borrowing ability.
In addition to other information in this report, the Company cautions that
certain factors, including without limitation the following, should be
considered carefully in evaluating the Company and its business and that such
factors may cause the Company's actual operating results to differ materially
from those set forth in the forward looking statements described above or to
otherwise be adversely affected: any significant decline in general economic
conditions or uncertainties regarding future economic prospects that affect
consumer spending; any general decline in the size of the telescope market or
any segment of the telescope market in which the Company competes, whether from
general economic conditions, a decrease in the popularity of telescopes or
otherwise; any inability to continue to design and manufacture products that
will achieve commercial success; any product designs being rendered obsolete
within a relatively short period of time as new products are introduced into the
market; any failure of the Company to penetrate the binocular market and achieve
meaningful sales; any unexpected termination or interruption of the Company's
manufacturing arrangements with the Taiwanese Factory; greater than anticipated
competition; any loss of, or the failure to replace, any significant portion of
the sales made to any significant customer of the Company; the inherent risks
associated with international sales, including variations in local economies,
fluctuating exchange rates (including conversion to Euros), increased difficulty
of inventory management, greater difficulty in accounts receivable collections,
costs and risks associated with localizing products for foreign countries,
changes in tariffs and other trade barriers, adverse foreign tax consequences,
cultural differences affecting product demand and customer service and burdens
of complying with a variety of foreign laws; and the inherent risks associated
with products manufactured by foreign suppliers located primarily in Taiwan,
Korea, Japan and the Peoples Republic of China, including, among other things,
imposition of quotas or trade sanctions, decline in the value of the United
States dollar against local currencies causing an effective increase in the
price of finished products and components, or the decline in value of local
currencies against the U.S. dollar resulting in competitive products being
manufactured for lower costs and thus exerting downward pricing pressures on the
Company's products, shipment delays and the political instability between China
and Taiwan.
The Company is evaluating its enterprise information system software and
other internal software applications and operating systems against anticipated
Year 2000 concerns, and believes that its business will not be substantially
affected by the advent of the Year 2000. The Company has completed a project to
upgrade its enterprise information system software to a Year 2000 compliant
version. The Company has also evaluated both its products and its machinery and
equipment against Year 2000 concerns. As a result of these evaluations, the
Company is not currently aware of any significant exposure to contingencies
related to the Year 2000 issue for its enterprise information system software,
its products or its machinery and equipment. The Company believes that by
February 28, 1999, all evaluation and testing of other internal software
applications and operating systems will be completed. The Company believes that
those evaluations and tests will have no material effect on the Company's
operations and will not require any material expenditures or other material
diversion of resources. The Company is currently working with third parties with
which it has material relationships to attempt to determine their preparedness
with respect to Year 2000 issues and to analyze the risk to the Company in the
event any such third parties experience significant business interruptions as a
result of Year 2000 noncompliance. The Company expects to complete this review
and analysis and to determine the need for contingency planning in this regard
by February 28, 1999. The Company is currently unable to estimate the most
reasonable likely worst-case effects of the arrival of the Year 2000 and does
not currently have a contingency plan in place for any such unanticipated
negative effects. The Company intends to analyze reasonable likely worst-case
scenarios and the need for such contingency planning once the upgrade and
testing of internal systems and review of third-party preparedness described
above have been completed.
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PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Part II, Item 1. of the Company's Form 10-Q for the quarter ended May 31,
1998 is hereby incorporated by reference.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In connection with the Company's Annual Meeting of Stockholders, held on
July 9, 1998, the stockholders of the Company elected all five members of the
Board of Directors for staggered terms of one, two and three years as follows:
John C. Diebel and Timothy C. McQuay were each elected for a three-year term
expiring at the Company's Annual Meeting to be held in 2001; Steven G. Murdock
and Harry L. Casari were each elected for a two-year term expiring at the
Company's Annual Meeting to be held in 2000; and Joseph A. Gordon, Jr. was
elected for a one-year term expiring at the Company's Annual Meeting to be held
in 1999.
The voting results for the election of directors were as follows:
FOR WITHHELD
---------- --------
John C. Diebel........................................... 7,031,790 14,034
Timothy C. McQuay........................................ 7,032,623 13,201
Steven G. Murdock........................................ 7,032,623 13,201
Harry L. Casari.......................................... 7,032,623 13,201
Joseph A. Gordon, Jr..................................... 7,032,623 13,201
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
6(a) Exhibits filed with this Form 10-Q
Exhibit No. 27 Financial Data Schedule for the six months ended August
31, 1998.
6(b) Reports on Form 8-K.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: October 13, 1998
MEADE INSTRUMENTS CORP.
By: /s/ JOHN C. DIEBEL
------------------------------------
John C. Diebel
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JOHN C. DIEBEL Chairman of the Board and Chief October 13, 1998
- --------------------------------------------------- Executive Officer
John C. Diebel (Principal Executive Officer)
/s/ STEVEN G. MURDOCK Director, President, Chief October 13, 1998
- --------------------------------------------------- Operating Officer and Secretary
Steven G. Murdock
/s/ BRENT W. CHRISTENSEN Vice President, Finance and October 13, 1998
- --------------------------------------------------- Chief
Brent W. Christensen Financial Officer (Principal
Financial and Accounting
Officer)
/s/ JOSEPH A. GORDON, JR. Director and Senior October 13, 1998
- --------------------------------------------------- Vice President of North American
Joseph A. Gordon, Jr. Sales
Director
- ---------------------------------------------------
Timothy C. McQuay
Director
- ---------------------------------------------------
Harry L. Casari
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EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NO. DESCRIPTION NUMBERED PAGE
- ------- ----------- -------------
27 Financial Data Schedule for the six months ended August 31,
1998........................................................
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