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 quarterly period ended : February 28, 1997
OR
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES ACT OF 1934
For the transition period from ________ to _______
Commission File Number 333-2724
-------------------------------------
Cobb Theatres, L.L.C.
(Exact name of Registrant as Specified in its Charter)
Alabama 63-1161322
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
924 Montclair Road
Birmingham, Alabama 35213
(Address of principal executive offices)
(205)591-2323
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports 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 Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes Not Applicable No _____________
COBB THEATRES, L.L.C.
FORM 10-Q
FOR THE QUARTER ENDED FEBRUARY 28, 1997
INDEX
Page No.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Statements of Operations 3
Consolidated Balance Sheets 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
SIGNATURES 14
COBB THEATRES, L.L.C.
Consolidated Statements of Operations
(in thousands)
(unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------------- --------------------------
FEBRUARY 28, FEBRUARY 29, FEBRUARY 28, FEBRUARY 29,
1997 1996 1997 1996
------------ ------------ ------------ ------------
Revenues:
Theatre admissions....................................... $ 22,883 $ 21,697 $ 38,585 $ 36,584
Concessions.............................................. 8,954 8,177 15,523 14,284
Other.................................................... 711 697 1,295 1,386
------------ ------------ ------------ ------------
Total revenues.......................................... 32,548 30,571 55,403 52,254
Costs of revenues:
Film rental.............................................. 11,328 10,595 19,429 17,853
Concession............................................... 1,372 1,257 2,438 2,187
------------ ------------ ------------ ------------
Total cost of revenues.................................. 12,700 11,852 21,867 20,040
------------ ------------ ------------ ------------
Gross profit............................................ 19,848 18,719 33,536 32,214
Operating expenses:
Advertising.............................................. 855 881 1,602 1,580
Payroll and related costs................................ 3,909 3,505 7,233 6,404
Occupancy................................................ 7,061 6,257 13,677 12,418
Repairs and maintenance.................................. 488 306 900 562
General and administrative............................... 1,909 2,007 3,547 3,765
Depreciation and amortization............................ 2,459 2,358 4,811 4,468
Other.................................................... 1,196 1,220 2,177 2,237
------------ ------------ ------------ ------------
Total operating expenses................................ 17,877 16,534 33,947 31,434
------------ ------------ ------------ ------------
Operating income (loss)................................. 1,971 2,185 (411) 780
------------ ------------ ------------ ------------
Other income (deductions):
Interest expense......................................... (2,313) (2,038) (4,518) (3,904)
Interest Income.......................................... 25 112 42 196
Other.................................................... (43) (24) (43) (28)
------------ ------------ ------------ ------------
(2,331) (1,950) (4,519) (3,736)
------------ ------------ ------------ ------------
Income (loss) before income taxes......................... (360) 235 (4,930) (2,956)
Income tax expense (benefit).............................. (119) 86 (1,787) (1,079)
------------ ------------ ------------ ------------
Net income (loss)....................................... $ (241) $ 149 $ (3,143) $ (1,877)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
See accompanying notes to financial statements.
3
COBB THEATRES, L.L.C.
Consolidated Balance Sheets
(in thousands)
FEBRUARY 28, AUGUST 31,
1997 1996
------------ ------------
(UNAUDITED)
ASSETS
Current assets:
Cash and equivalents............................................... $ 4,278 $ 8,073
Receivables........................................................ 739 1,236
Other assets....................................................... 6,092 4,343
------------ ----------
Total current assets.............................................. 11,109 13,652
Property and equipment, net......................................... 80,787 79,683
Intangible assets, net.............................................. 15,482 16,187
Other assets........................................................ 5,229 3,973
------------ ----------
Total assets...................................................... $ 112,607 $ 113,495
------------ ----------
------------ ----------
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Accounts payable................................................... $ 4,902 $ 4,276
Accrued film rentals............................................... 6,941 4,833
Accrued interest payable........................................... 4,536 4,759
Accrued expenses and other liabilities............................. 4,595 4,836
Revolving line of credit........................................... -- --
Obligations under capital leases, current installments............. 275 275
------------ ----------
Total current liabilities......................................... 21,249 18,979
Long-term debt...................................................... 85,000 85,000
Obligations under capital leases.................................... 1,397 1,532
Other long-term liabilites.......................................... 5,047 4,927
------------ ----------
Total liabilites.................................................. 112,693 110,438
Commitments and contingencies
Members' equity..................................................... (86) 3,057
------------ ----------
Total liabilities and members' equity............................. $ 112,607 $ 113,495
------------ ----------
------------ ----------
See accompanying notes to finanical statemtents.
4
COBB THEATRES, L.L.C.
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
SIX MONTHS ENDED
---------------------------------
FEBRUARY 28, FEBRUARY 29,
1997 1996
------------- ------------
Cash flows from operating activities:
Net loss............................................ $ (3,143) $ (1,877)
Adjustments to reconcile net loss to net cash
used for operating activities:
Depreciation and amortization...................... 4,811 4,468
(Gain) loss on asset dispositions.................. 43 28
Provision for deferred income taxes................ (876) (584)
(Increase) decrease in assets:
Receivables........................................ 497 (51)
Other current assets............................... (1,749) (2,089)
Increase (decrease) in liabilities:
Accounts payable................................... 626 (1,900)
Accrued film rental................................ 2,108 531
Accrued interest payable........................... (223) --
Accrued expenses and other liabilities............. (241) 838
------------ ---------
Total adjustments................................. 4,996 1,241
------------ ---------
Net cash provided (used) for operating
activities....................................... 1,853 (636)
------------ ---------
Cash flows from investing activites:
Additions to property and equipment................. (10,691) (6,444)
Sales of property and equipment..................... 5,417 --
Other............................................... (239) (324)
------------ ---------
Net cash used in investing activities............. (5,513) (6,768)
------------ ---------
Cash flows from financing activities:
Proceeds (payments) on long-term bank debt, net..... -- 11,046
Proceeds (payments) on revolving line of credit..... -- (4,100)
Principal payments under capital lease.............. (135) (83)
------------ ---------
Net cash (used) provided by financing
activities....................................... (135) 6,863
------------ ---------
Net decrease in cash and equivalents................ (3,795) (541)
Cash and equivalents--beginning of period........... 8,073 1,241
------------ ---------
Cash and equivalents--end of period................. $ 4,278 $ 700
------------ ---------
------------ ---------
Supplemental disclosures of cash flow information:
Cash paid for: Interest............................ $ 4,909 $ 3,708
------------ ---------
------------ ---------
Income taxes........................ $ -- $ 1,252
------------ ---------
------------ ---------
See accompanying notes to financial statements.
5
COBB THEATRES, L.L.C.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 1997
(UNAUDITED)
NOTE 1--BASIS OF PRESENTATION
Cobb Theatres, L.L.C. (the "Company") is an Alabama limited liability
company engaged in the operation and management of multi-screen motion picture
theatres.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included.
Due to the seasonal nature of the Company's business, operating results for
the three months and six months ended February 28, 1997 are not necessarily
indicative of the results that may be expected for the year ending August 31,
1997. For further information, refer to the audited consolidated financial
statements and footnotes thereto included in the Form 10-K for the year
ended August 31, 1996.
NOTE 2--EARNINGS PER SHARE
Earnings per share information is not presented as the Company is a limited
liability company consisting of members' interests rather than shareholders'
interests.
NOTE 3--LONG TERM DEBT
On March 6, 1996, the Company issued $85 million of 10 5/8% Senior Secured
Notes due March 1, 2003. Concurrent with the issuance of the Senior Secured
Notes, the Company entered into a $25 million New Credit Facility, led by one of
its existing banks. Cobb Finance Corp. and the Company are joint and several
obligors with respect to the Senior Secured Notes and the New Credit Facility.
Cobb Finance Corp. does not have any substantial operations or assets of any
kind.
The Senior Secured Notes and the New Credit Facility are fully and
unconditionally guaranteed on a joint and several basis by a first pledge of
the equity interests of the guarantor subsidiaries of the Company, all
intercompany notes and a security interest in all of the assets (other than
real property) of the Company's subsidiaries.
6
NOTE 4--SUMMARIZED INCOME STATEMENT INFORMATION FOR
GUARANTOR SUBSIDIARIES
R.C. Cobb, Inc. and Cobb Theatres II, Inc. (the guarantor subsidiaries) along
with Cobb Finance Corp. are wholly-owned subsidiaries of the Company and
comprise all of the direct subsidiaries of the Company. There are no indirect
subsidiaries. Cobb Finance Corp. does not have any substantial operations or
assets of any kind.
Summarized income statement information for the Company's guarantor
subsidiaries is as follows:
THREE MONTHS SIX MONTHS
ENDED FEBRUARY 28, 1997 ENDED FEBRUARY 28, 1997
---------------------------- ----------------------------
COBB COBB
R.C. THEATRES II, R.C. THEATRES II,
COBB, INC. INC. COBB, INC. INC.
----------- --------------- ----------- ---------------
Total revenues.......................................... $ 24,291 $ 8,609 $ 41,329 $ 14,704
Cost of revenues........................................ 9,255 3,446 15,714 6,153
Operating expenses...................................... 10,127 3,733 19,343 6,876
General and administrative expenses..................... 1,870 40 3,452 95
Depreciation and amortization........................... 1,506 953 2,987 1,825
Operating income (loss)................................. 1,533 436 (167) (245)
Interest expense, net................................... 1,157 1,133 2,322 2,157
Net income (loss)....................................... 200 (441) (1,619) (1,524)
Separate financial statements and other disclosures concerning Cobb Finance
Corp. and the guarantor subsidiaries are not presented because management has
determined that separate disclosures for each of the two operating subsidiaries
would not provide any additional information that would be material to investors
that is not already presented in the consolidated financial statements.
7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the consolidated
financial statements and the notes thereto included herein.
OVERVIEW
The Company's revenues are generated primarily from admission revenues and
concession revenues. Additional revenues are generated by on-screen advertising
and electronic video games installed in the lobbies of the Company's theatres.
The two major components of admissions revenues are attendance and ticket
prices. Attendance is most influenced by the quality of films released by
distributors and, to a lesser extent, by expansions into new markets,
competition and population growth in the geographic markets. Although the
Company's ticket pricing in a particular market may change in response to
competition and other factors, the Company's average ticket price has remained
relatively stable throughout the periods presented. The Company's principal
costs of operations are film rentals, costs of concessions, payroll, occupancy
costs, such as theatre rentals, ad valorem taxes and utilities, advertising
costs and other expenses, such as insurance.
The following table sets forth, for the fiscal periods indicated, the
percentage of total revenues represented by certain items reflected in the
Company's consolidated statements of operations:
PERCENTAGE OF TOTAL REVENUES
----------------------------------
THREE MONTHS ENDED SIX MONTHS ENDED
---------------------------- ----------------
FEBRUARY 28, FEBRUARY 29, FEBRUARY 28, FEBRUARY 29,
1997 1996 1997 1996
------------- ------------- ------------------- -------------
Revenues:
Theatre Admissions................................ 70.3% 71.0% 69.6% 70.0%
Concessions....................................... 27.5% 26.8% 28.0% 27.3%
Other............................................. 2.2% 2.3% 2.4% 2.7%
----- ----- ----- -----
Total Revenues................................... 100.0% 100.0% 100.0% 100.0%
Cost of Revenues..................................... 39.0% 38.8% 39.5% 38.4%
----- ----- ----- -----
Gross Profit......................................... 61.0% 61.2% 60.5% 61.6%
Other theatre operating costs........................ 41.5% 39.8% 46.2% 44.4%
General and administrative expenses.................. 5.9% 6.6% 6.4% 7.2%
Depreciation and amortization........................ 7.6% 7.7% 8.7% 8.6%
----- ----- ----- -----
Operating income (loss).............................. 6.1% 7.2% -0.7% 1.5%
Interest expense, net................................ -7.0% -6.3% -8.1% -7.1%
Net income (loss).................................... -0.7% 0.5% -5.7% -3.6%
Other key ratios:
Film rental as a percentage of admission revenues.... 49.5% 48.8% 50.4% 48.8%
Cost of concessions as a percentage of concession
revenues........................................... 15.3% 15.4% 15.7% 15.3%
8
Comparison of the Three Months Ended February 28, 1997 and February 29, 1996
REVENUES. Revenues increased 6.5% in the three months ended February 28,
1997 (second quarter of fiscal 1997) to $32.5 million from $30.6 million in the
three months ended February 29, 1996 (second quarter of fiscal 1996). The
increase in revenues is attributable to a 4.6% increase in the average screen
count, a $0.13 increase in the average ticket price and a $0.10 increase in
concession revenues per patron partially offset by a 259 patron decrease in
average attendance per screen.
GROSS PROFIT. Gross profit (consisting of revenues less film rental costs
and cost of concessions) increased 6.0% in the second quarter of fiscal 1997 to
$19.8 million from $18.7 million in the second quarter of fiscal 1996. This
increase is primarily attributable to the 6.5% increase in revenues, partially
offset by the increase of 6.9% in film rental expense and 9.2% in costs of
concessions. Gross profit as a percentage of total revenues (the "gross profit
percentage") was 61.0% in the second quarter of fiscal 1997 and 61.2% in the
second quarter of fiscal 1996. The decrease in gross profit as a percentage of
revenues resulted primarily from an increase in film rental costs as a
percentage of theatre admissions from 48.8% to 49.5%.
OTHER THEATRE OPERATING COSTS. Other theatre operating costs increased
11.0% in the second quarter of fiscal 1997 to $13.5 million from $12.2 million
in the second quarter of fiscal 1996, primarily resulting from a 4.6% increase
in the average screen count at a higher average cost per screen, an increase in
payroll costs as a percentage of revenues and an increase in repairs and
maintenance costs during the quarter. Other theatre operating costs as a
percentage of revenues increased to 41.5% in the second quarter of fiscal 1997
from 39.8% in the second quarter of fiscal 1996 primarily due to the fact that
the reasons stated above plus the fact that facility and other costs were were
incurred on 12 screens which were closed during the entire quarter and 14
screens closed for a portion of the quarter for renovation and expansion.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
decreased 4.9% in the second quarter of fiscal 1997 compared to the second
quarter of fiscal 1996. General and administrative expenses as a percentage of
revenues decreased to 5.9% in the second quarter of fiscal 1997 from 6.6% in the
second quarter of fiscal 1996 due to the increase in the Company's revenues
combined with the decrease in general and administrative expenses.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased 4.3% in the second quarter of fiscal 1997 to $2.5 million from $2.4
million in the second quarter of fiscal 1996. This increase was primarily the
result of theatre property additions over the past twelve months.
Interest Expense. Interest expense increased 13.5% in the second quarter of
fiscal 1997 to $2.3 million from $2.0 million in the second quarter of fiscal
1996. The increase was due to an increase in the average debt outstanding and
higher interest rates on a significant portion of the Company's debt in the
second quarter of fiscal 1997 versus the second quarter of fiscal 1996.
NET LOSS. The Company incurred a net loss of $241 thousand in the second
quarter of fiscal 1997 compared to net income of $149 thousand in the second
quarter of fiscal 1996, primarily resulting from the increase in other theatre
operating costs and interest expense.
9
Comparison of the Six Months Ended February 28, 1997 and February 29, 1996
REVENUES. Revenues increased 6.0% in the six months ended February 28, 1997
(the 1997 period) to $55.4 million from $52.3 million in the six months ended
February 29, 1996 (the 1996 period). The increase in revenues is attributable to
a 2.3% increase in the average screen count in the 1997 period from the 1996
period, a $0.06 increase in the average ticket price, a $0.06 increase in
concession revenues per patron and a 265 patron increase in average attendance
per screen.
GROSS PROFIT. Gross profit (consisting of revenues less film rental costs
and cost of concessions) increased 4.1% in the 1997 period to $33.5 million from
$32.2 million in the 1996 period. This increase is primarily attributable to the
6.0% increase in revenues, partially offset by the increase of 8.8% in film
rental expense and 11.5% in concession costs. Gross profit as a percentage of
total revenues (the "gross profit percentage") decreased to 60.5% in the 1997
period from 61.6% in the 1996 period. The decrease in gross profit as a
percentage of revenues resulted primarily from an increase in film rental costs
as a percentage of theatre admissions from 48.8% to 50.4% and an increase in the
cost of concessions as a percentage of concession revenues from 15.3% to 15.7%
due to an increased variety of products.
OTHER THEATRE OPERATING COSTS. Other theatre operating costs increased
10.3% in the 1997 period to $25.6 million from $23.2 million in the 1996 period,
primarily resulting from a 2.3% increase in the average screen count at a higher
average cost per screen, an increase in payroll costs as a percentage of
revenues and an increase in repairs and maintenance costs. Other theatre
operating costs as a percentage of revenues increased to 46.2% in the 1997
period from 44.4% in the 1996 period primarily due to the reasons stated above
plus the fact that facility and other costs were incurred on 12 screens which
were closed during the 1997 period for renovation and expansion plus an
additional 14 screens which were closed for three and a half months for
renovation and expansion.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
decreased 5.8% in the 1997 period compared to the 1996 period. General and
administrative expenses a percentage of revenues decreased to 6.4% in the 1997
period from 7.2% in the 1996 period due to the increase in the Company's
revenues combined with the decrease in general and administrative expenses.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
increased 7.7% in the 1997 period to $4.8 million from $4.5 million in the 1996
period. This increase was primarily the result of theatre property additions
over the past twelve months.
INTEREST EXPENSE. Interest expense increased 15.7% in the 1997 period to
$4.5 million from $3.9 million in the 1996 period. The increase was due to an
increase in the average debt outstanding and higher interest rates on a
significant portion of the Company's debt in the 1997 period versus the 1996
period.
NET LOSS. The Company incurred a net loss in the 1997 period of $3.1
million compared to a net loss of $1.9 million in the 1996 period, primarily
resulting from the increase in film rental costs as a percentage of theatre
admissions and the increase in other theatre operating costs and interest
expense.
10
LIQUIDITY AND CAPITAL RESOURCES
The Company's revenues are collected in cash, primarily through box office
admissions and theatre concession revenues. The Company has an operating "float"
which partially finances its operations and which permits the Company to
maintain a small amount of working capital capacity. The "float" exists because
its revenues are received in cash, while exhibition costs (primarily film
rentals) are ordinarily paid to distributors within 14 to 45 days following
receipt of admission revenues.
On March 6, 1996, the Company issued $85 million of 10 5/8% Senior Secured
Notes due 2003 and entered into a $25 million New Credit Facility. Interest on
the Senior Secured Notes is paid semi-annually and commenced on September 1,
1996. The New Credit Facility consists of a seasonal revolving loan facility in
the aggregate amount of $12.5 million (the "Seasonal Revolver") available for
working capital purposes and a reducing revolving loan facility in the aggregate
commitment amount of $12.5 million (the "Reducing Revolver") available for
future capital expenditures.
Under the terms of the New Credit Facility, $12.5 million was available
under the Seasonal Revolver at February 28, 1997 with no balance outstanding.
The Company will have access to the Reducing Revolver once its ratio of net debt
to EBITDA is less than (i) 4.5 to 1.0, with respect to the first $7.0 million
available under the Reducing Revolver and (ii) 4.25 to 1.0, with respect to the
remaining $5.5 million available under the Reducing Revolver.
The New Credit Facility contains covenants that, among other things,
restrict the ability of the Company to incur additional debt, create certain
liens, make certain investments (including certain capital expenditures), pay
dividends or make other distributions, sell assets of the Company or its
subsidiaries, issue or sell equity interests of the Company's subsidiaries or
enter into certain mergers or consolidations. Under the New Credit Facility, the
Company is required to comply with specified financial ratios, including
maximum net debt to EBITDA and minimum interest coverage and fixed charge
coverage ratios.
The Company's primary capital requirements are for furniture and equipment
relating to new theatre openings and for remodeling, expansion and maintenance
of existing theatres. The Company prefers to develop theatres on a leasehold
basis rather than a fee-owned basis due to the fact that the capital
requirements associated with developing a theatre on a leasehold basis are
significantly less than developing a theatre on a fee-owned basis. The Company
has historically developed, and plans to continue developing, a significant
portion of new theatres by entering into long-term, net leases which provide for
the incurrence by the landlord of the construction costs of the theatre, other
than those for furniture, fixtures and equipment, in exchange for the Company's
entering into the lease. The Company historically has funded its capital
expansion needs through financing activities and with excess funds generated
from its operations.
During the six months ended February 28, 1997, the Company made capital
expenditures of approximately $10.7 million primarily for developing new
theatres and adding new screens to existing theatres. During this period the
Company opened one leased theatre with 18 screens and added 18 new screens to
two leased theatres. The Company closed four leased theatres with 17 screens
resulting in a circuit total of 612 screens in 67 theatres as of February 28,
1997.
11
In December 1996, the Company completed the sale of two parcels of
undeveloped land for approximately $4.0 million and simultaneously entered into
leaseback arrangements for the development of two new theatres on these parcels
with a total of 36 screens scheduled to be completed in November 1997.
Construction is underway in the development of two new theatres with a total
of 40 screens scheduled to open in May or June of 1997. The Company believes
that availability under the New Credit Facility, cash generated from operations
and existing cash balances will be sufficient to fund operations and planned
capital expenditures for the remainder of the fiscal year.
12
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company is involved in various legal proceedings
arising in the ordinary course of its business operations, such as personal
injury claims, employment matters and contractual disputes. Management believes
that the Company's potential liability with respect to proceedings currently
pending is not material in the aggregate to the Company's consolidated financial
position or results of operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K
The Registrant filed no Current Reports on Form 8-K during the period
covered by this Quarterly Report on Form 10-Q.
No other Items of Form 10-Q are applicable to the Registrant for the period
covered by this Quarterly Report on Form 10-Q.
13
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.
COBB THEATRES, L.L.C.
----------------------------------
(Registrant)
Date: April 9, 1997 /s/ Robert M. Cobb
------------------- ------------------------------------
Robert M. Cobb
President and Chief Executive Officer
Date: April 9, 1997 /s/ Ricky W. Thomas
------------------- -------------------------------------------------
Ricky W. Thomas
Senior Vice President and Chief Financial Officer
14