FORM 10-Q
SECURITIES AND EXCNANGE COMMISSION, WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the period ended January 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OR 1934
For the transition period from N/A
Commission File Number 33-72106
THE FORECAST GROUP "Registered Tradename", L.P.
FORECAST "Registered Tradename" CAPITAL CORPORATION
(Exact Name of Registrant as specified in its charter)
California 33-0582072
California 33-0582077
(State of Organization) (IRS Employer Identification Number)
10670 Civic Center Drive, Rancho Cucamonga, California 91730
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(909)987-7788
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
11 3/8% Senior Notes Due 2000 None
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicated by check mark whether the Registrant (1) has filed all
reports required to be filed by Sections 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
There was no voting stock held by non-affiliates of the
Registrant at February 27, 1998.
At February 27, 1998, Forecast "Registered Tradename" Capital
Corporation had 2,500 shares of Common stock outstanding.
THE FORECAST GROUP "Registered Tradename", L.P.
CONSOLIDATED BALANCE SHEETS
(Amounts in 000's)
January 31, 1998 October 31, 1997
(unaudited)
---------------- ----------------
Assets:
- -------
Cash and Cash Equivalents $5,552 $13,550
Accounts Receivable 715 575
Accounts and Notes Receivable,
Related Parties 6,182 3,486
Real Estate Inventory 75,524 71,012
Property and Equipment, Net 1,025 1,036
Other Assets 1,760 1,923
-------- -------
Total Assets $90,758 $91,582
======== =======
Liabilities & Partners' Equity:
- -------------------------------
Accounts Payable $12,553 $12,294
Accrued Expense 1,419 2,573
Notes Payable:
Senior Notes at 11 3/8% due
December 2000 27,750 29,075
Collateralized by Real Estate
Inventory 26,557 26,978
Other Notes Payable 1,295 -
------ -------
Total Notes Payable 5,602 56,053
------ -------
Total Liabilities 69,574 70,920
Partners' Equity 21,484 21,426
Less: Capital Notes Receivable
From Partners (300) (764)
------ -------
Net Partners' Equity 21,184 20,662
------ -------
Total Liabilities & Partners' Equity $90,758 $91,582
======= =======
[FN] See notes to consolidated financial statements.
THE FORECAST GROUP "Registered Tradename", L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
FOR THE THREE MONTHS ENDED JANUARY 31, 1998 AND 1997
(Unaudited)
(Amount in 000's)
For the Three Months Ended
January 31,
---------------------------
1998 1997
---------------------------
Homebuilding Revenues $38,449 $24,843
Cost of Homes Sold 32,624 21,618
------- -------
Gross Profit 5,825 3,225
------- -------
Operating Expenses:
- -------------------
Selling & Marketing Expenses 3,523 3,176
General & Administrative Expenses 1,970 2,132
Non-Cash Charge for
Impairment of Real Estate Inventory - 6,635
------ ------
Total Operating Expenses 5,493 11,943
------ ------
Operating Income (Loss) 332 (8,718)
Other Income (Expenses):
- ------------------------
Interest Income 95 131
Other Income(Expense) 59 39
------ ------
Total Other Income (Expenses) 154 170
------ ------
Income (Loss) before Extraordinary Gain 486 (8,548)
Extraordinary Gain on
Extinguishment of Senior Notes 36 1,634
------ ------
Net Income (Loss) $522 ($6,914)
====== ======
Partners' Equity at Beginning of Period $21,426 $27,688
Capital Contribution/(Distribution) ($464) $0
Net Income (Loss) this Period 522 (6,914)
------- -------
Subtotal 21,484 20,774
Less: Capital Notes Rec. from Partners (300) (764)
------- -------
Net Partners' Equity at End of Period $21,184 $20,010
======= =======
[FN] See notes to consolidated financial statements.
THE FORECAST GROUP "Registered Tradename", L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JANUARY 31, 1998 AND 1997
(Unaudited)
(Amount in 000's)
For the Three Months Ended
January 31,
--------------------------
1998 1997
--------------------------
Operating Activities:
- --------------------
Net Income (Loss) $522 ($6,914)
Adjustments to Reconcile Net Income (Loss) to
Net Cash Generated from (Used for) Operating
Activities
Non-Cash Charge for Impairment of Real
Estate Inventory - 6,635
Extraordinary Gain on Extinguishment of
Senior Notes (36) (1,634)
Depreciation and Amortization on
Property and Equipment 100 72
Loss (Gain) on Sale of Property and
Equipment (2) -
Decrease (Increase) in Accounts Receivable (140) 91
Decrease (Increase) in Real Estate Inventory (4,512) 133
Decrease (Increase) in Other Assets 133 122
Increase (Decrease) in Accounts Payable
and Accrued Expenses (895) (6,026)
----- ------
Net Cash Generated from (Used for)
Operating Activities (4,830) (7,521)
Investing Activities:
- ---------------------
Additions to Property and Equipment (97) (16)
Proceeds from sale of property and equipment 10 -
----- ------
Net Cash Generated from (Used for)
Investing Activities (87) (16)
----- ------
Financing Activities:
- ---------------------
Retirement of Senior Notes at 11 3/8% due
December 2000 (1,259) (3,612)
Decrease (Increase) in Accounts and Notes
Receivable, Related Parties (2,696) 1,656
Proceeds from Notes Payable 22,506 13,569
Proceeds from Notes Payable, Other 1,953 1,700
Principal Payments on Notes Payable (22,927) (12,243)
Principal Payments on Notes Payable, Other (658) -
------- -------
Net Cash Generated from (Used For)
Financing Activities (3,081) 1,070
------- -------
Increase (Decrease) in Cash and
Cash Equivalents (7,998) (6,467)
Cash and Cash Equivalents at
Beginning of Period 13,550 12,350
Cash and Cash Equivalents at End of Period $5,552 $5,883
====== ======
[FN] See notes to consolidated financial statements.
THE FORECAST GROUP "Registered Tradename", L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. 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.
These consolidated financial statements should be read in
conjunction with the consolidated financial statements and
related disclosures contained in the Form 10-K for the year ended
October 31, 1997 (File No. 33-72106) as filed with the Securities
and Exchange Commission.
The results of operations for the three months ended January
31, 1998 do not necessarily indicate the results that can be
expected for the full fiscal year.
The results of operations for the three months ended January
31, 1998, and this Form 10-Q, also may be interpreted as, or
actually contain, "forward looking" information, as that term is
defined by the Securities and Exchange Commission. To the extent
such forward looking information is contained in this filing, the
Company intends to use these disclosures to take advantage of the
"Safe Harbor" provisions set out in the rules and regulations of
the Securities and Exchange Commission, and thus strongly
recommends that prior to making an investment decision a
prospective investor should carefully consider the factors
mentioned in Form 10-K for the year ended October 31, 1997 in
relation to that "forward looking" information, as well as other
financial and business information that may be available from a
variety of sources regarding the home building industry as a
whole, including, but not limited to:
- - Changes in national economic conditions such as interest
rates, consumer confidence and job loss or formation
statistics
- - Change in economic conditions in the markets in which the
Company operates
- - Fluctuations in mortgage interest rates
- - Cost increases resulting from adverse weather conditions,
shortages of labor and/or construction materials
- - Changes in governmental regulations which may delay new home
development or impose additional costs or fees.
2. Real Estate Held for Development and Sale and Related Notes
Payable
Real estate held for development and sale and related notes
payable consist of the following:
(Amounts in 000's)
January 31, 1998
----------------------------
Real Estate Notes Payable
Inventory
----------- -------------
Land Held for Development $15,383 $0
Residential Projects in Process 54,758 24,257
Model Homes 5,383 2,300
------- -------
Total $75,524 $26,557
======= =======
October 31, 1997
----------------------------
Real Estate Notes Payable
Inventory
----------- -------------
Land Held for Development $15,223 $0
Residential Projects in Process 49,638 23,610
Model Homes 6,151 3,368
------- -------
Total $71,012 $26,978
======= =======
3. Interest Expense
The following summarizes the components of interest
expense incurred, capitalized, expensed and paid:
(Amount's in 000's)
For the Three Months
Ended
January 31,
--------------------
1998 1997
--------------------
Interest incurred and capitalized $1,720 $1,919
Capitalized interest amortized
to cost of homes sold $2,056 $1,470
Interest paid $2,625 $2,974
4. Transactions With Affiliates
In January 1995, the Board of Directors of Forecast
"Registered Tradename" Homes, Inc.,resolved that it would be
in the Company's best long-term interests to seek the
assistance of Mr. James Previti, the Company's President and
Chief Executive Officer, in acquiring the Company's Senior
Notes on the open market, if he could acquire them at a
favorable discount from their stated face value. At
the same time, the Board of Directors agreed that the Company
would repurchase the notes from Mr. Previti at his cost basis,
plus interest, at such time as the Company had sufficient
financial resources. Acting upon this authorization, Mr. Previti
did acquire $20,350,000 of Senior Notes all of which were
repurchased and retired prior to October 31, 1997.
The Company believes that the transactions discussed above
were on terms at least as favorable to the Company as a
comparable transaction made on an arms length basis between
unaffiliated parties.
During the three months ended January 31, 1998, Accounts
Receivables from Related Parties increased $2.7 million,
primarily due to Mr. Previti purchasing from the Company a parcel of
land in Moreno Valley that was transferred at book value, in
consideration for a note secured by other land having a fair
market value in excess of $1.7 million. No loss or gain will be
realized as a result of this transaction. The balance of the
increase was due to costs associated with the development of a
community in Northern California that will produce home closings
for the Company in fiscal years 1998, 1999, and 2000.
5. 11 3/8% Senior Notes Due December 2000
In February 1994, the Company issued $50,000,000 in 11 3/8%
Senior Notes through a public debt offering. The notes are joint
and several obligations of the Company and Forecast "Registered
Tradename" Capital Corporation, with interest only payments due
semi-annually on June 15 and December 15 of each year. The notes
are unsecured obligations of the Company and rank pari passu in
right of payment with all senior indebtedness of the Company. In
November of 1997, the Company purchased on margin in the open
market an additional $1,325,000 of Senior Notes. As of January
31, 1998, the Company had retired a total of $20,925,000 of the
Senior Notes, $1,325,000 have been purchased but not retired,
leaving $27,750,000 of Senior Notes still outstanding.
The Indenture governing the Senior Notes requires the
Company to maintain a minimum net worth of $25 million. If the
Company's net worth at the end of any two consecutive fiscal
quarters (the last day of such second consecutive fiscal quarter
being referred to as the "Trigger Date") is less than $25
million, then the Company is required to make an offer to all
Senior Note holders to acquire, on a pro rata basis, Senior Notes
in the aggregate principal amount of $5 million (the "Net Worth
Offer") at a purchase price equal to 100% of the principal amount
plus accrued interest ("Net Worth Offer"). The Company may
credit against any such Net Worth Offer, the principal amount of
Senior Notes previously acquired by the Company.
For the fiscal quarters ended October 31, 1995 and January
31, 1996, the Company was not in compliance with the minimum net
worth requirement. However, the Company had purchased or
redeemed a sufficient amount of Senior Notes necessary to meet
repurchase obligations resulting from its failure to satisfy the
minimum net worth requirement.
For the fiscal quarters ended July 31, and October 31, 1996,
the Company's net worth was again above the $25 million
threshold, thereby preventing the occurrence of a second Trigger
Date. As a result of the non-cash charge for the impairment of
real estate inventory at the end of the first quarter of 1997,
for the fiscal quarters ended January 31, April 30, July 31, and
October 31, 1997, the Company was again not in compliance with
the minimum net worth requirement, which resulted in Trigger
Dates occurring on April 30, 1997 and October 31, 1997. The
Company's acquisition and retirement of over $20.9 million in
Senior Notes prevented the need to make a Net Worth Offer.
For the fiscal quarter ended January 31, 1998, the Company's
net worth was not in compliance with the minimum net worth
requirement. Using the to-date amount of retired Senior Notes,
management believes it can prevent the occurrence of any Net
Worth Offer up through October 31, 1998.
6. Real Estate Held for Development and Sale
In accordance with FASB Statement No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" (Statement 121), when events or circumstances
indicate that an impairment to an assets to be held and used
might exist, the expected future undiscounted cash flows from the
affected asset or group of assets must be estimated and compared
to the carrying value of the asset or group of assets. If the
sum of the estimated future undiscounted cash flows, excluding
interest charges, is less than the carrying value of the assets,
an impairment loss must be recorded. The impairment loss is
measured by comparing the estimated fair value of the assets with
their carrying amount. Statement 121 also requires that long-
lived assets that are held for disposal be reported at the lower
of the assets' carrying amount or fair value less costs of
disposal.
On an ongoing basis, management analyzes future undiscounted
cash flows for all real estate projects where impairment
indicators are present. Based upon such analysis, the Company
concluded that certain real estate projects were impaired, during
the first quarter of fiscal 1997, and recorded a resulting
impairment loss of $6,635,000 for the three months ended January
31, 1997. No provision for impairment loss was recorded for the
three months ended January 31, 1998.
7. Extraordinary Item
During the three months ended January 31, 1998, the Company
repurchased a portion of its Senior Notes having an aggregate
outstanding principal balance of $1,325,000. The Senior Notes
purchased during the three months ended January 31, 1998 were
acquired on the open market and on margin for a total of
$1,317,000.00. As of January 31, 1998, $659,000 plus accrued
interest was due on the margin account. Net of allocable
issuance costs, the resultant income of $36,000 was reported
as extraordinary gains in the Company's financial statements
for the three month period ending January 31, 1998.
During the three months ended January 31, 1998, Mr. Carman
tendered his interest in the Company to Forecast by effecting a
cancellation of his capital contribution that was reflected by a
note in the amount of $464,000. This transaction reduced both
the Company's gross equity and related notes receivable, for no
impact on equity.
FORECAST "Registered Tradename" CAPITAL CORPORATION
BALANCE SHEET
January 31, 1998 October 31, 1997
(unaudited)
---------------- ----------------
Assets:
- -------
Cash $100 $100
---- ----
Total Assests $100 $100
---- ----
Liabilities &
Shareholders' Deficit
- ----------------------
Accounts Payable $300 $300
Accounts Payable,
Related Parties 3,400 3,400
----- -----
Total Liabilities 3,700 3,700
----- -----
Common Stock, $1.00 par value:
Authorized 10,000 share
Ussued and Outstanding
2,500 shares 2,500 2,500
Accumulated Deficit (6,100) (6,100)
------ ------
Total Shareholders' Deficit (3,600) (3,600)
------ ------
Total Liabilities &
Shareholders' Deficit $100 $100
====== ======
FORECAST "Registered Tradename" CAPITAL CORPORATION
FOR THE THREE MONTHS ENDED JANUARY 31, 1998 AND 1997
(Unaudited)
For the Three Months Ended
January 31,
--------------------------
1998 1997
--------------------------
General & Administrative Expenses $0 $0
Income Tax Expense 0 0
-- --
Net Income $0 $0
== ==
Shareholders' Equity at
Beginning of Period (3,600) (2,400)
Net Income(Loss) this Period 0 0
------- -------
Shareholders' Equity at End of Period ($3,600) ($2,400)
======= =======
[FN] See notes to consolidated financial statements.
1. Basis of Presentation
Forecast "Registered Tradename" Capital Corporation was
incorporated in California on September 20, 1993. The Company
is a wholly-owned subsidiary of The Forecast Group"Registed
Tradename",L.P., a California limited partnership that is
engaged in the residential real estate development business.
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-Q Article 10 of Regulation S-X.
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.
These consolidated financial statements should be read
in conjuntion with the consolidated financial statements and
related disclosures contained in the Form 10K for the year
ended October 31, 1997 (file No. 33-72106) as filed with the
Securities and Exchange Commission.
The results of operations for the three months ended
January 31, 1998 do not necessarily indicate the results
that can be expected for the full fiscal year.
2. Income Taxes
The Company is a "C" Corporation for federal and state
income tax reporting purposes and accounts for income taxes
in accordance with Financial Accounting Standards Board
Statement No. 109 "Accounting for Income Taxes".
Part I. Item 2.
Results of Operations
- ---------------------
The following table sets forth, for the period indicated,
certain income statement items as percentages of total
homes building sales and certain other data:
Percent of Housing Sales
For the Three Months Ended
January 31,
--------------------------
1998 1997
--------------------------
Housing Revenues 100.0% 100.0%
Cost of Homes Sold 84.9% 87.0%
------ ------
Gross Profit 15.1% 13.0%
Operating Expenses:
- -------------------
Selling & Marketing Expenses 9.2% 12.8%
General & Administrative Expenses 5.1% 8.6%
Non-Cash Charge for Impairment
of Real Estate Inventory 0.0% 26.7%
----- -----
Total Operating Expenses 14.3% 48.1%
Operating Income (Loss) 0.8% (35.1%)
Number of homes closed 248 175
Number of homes sold 202 137
Number of homes in backlog 243 125
Aggregate value of bacnklog in millions $39.0 $18.1
===== =====
Results of Operations for the Three Months ended January 31,1998
and January 31, 1997
Housing revenues for the three months ended January 31, 1998
(first fiscal quarter) were $38.4 million, representing an
increase of $13.6 million or 54.8% from the three months
ended January 31, 1997. The revenues for the first quarter
in 1998 represent 248 closings, an increase of 41.7% from the
three months ended January 31, 1997. The revenues for the first
fiscal quarter represent the largest dollar volume of any first
fiscal quarter in the Company's history. The average sales
price for the three months ended January 31, 1998 was $155,036
as compared to $141,960 for the same period a year ago,
representing an increase of 9.2%. The combination of both the
increased closings and increased average sales price combined
to increase total revenues by the 54.8%, as mentioned above.
The increase in average sales price, number of closings, which
translates into increases in revenues, are attributable to
the improved overall market conditions, closings in newly
purchased communities, and the completion of older communities
located primarily in outlying areas.
Gross profit from housing sales were $5.8 million for
the three months ended January 31, 1998, an increase of $2.6
million or 80.6%, from the three months ended January 31, 1997.
Gross profit percentage for the three months ended January
31, 1998 was 15.1% as compared to 13.0% a year ago. Gross
profit dollar margin per house increased 27.5% to $23,487
during the same comparison period. The higher gross margins
are attributable to purchasing communities near economic centers,
as opposed to outlying areas (e.g. high desert of southern
California) and continued monitoring of production costs and
delivery times.
Selling and marketing expenses increased by $347,000 or
10.9% during the three months ended January 31, 1998, as compared
to the three months ended January 31, 1997. This increase is
directly attributable to the higher volume of closings during the
period. Selling and marketing, as a percentage of revenue,
decreased to 9.2% from 12.8% for the comparable periods in 1998
and 1997, respectively. The decrease, as a percentage of
revenue, is attributable to both the higher closing volume and
the reduction in incentives necessary in order to maintain
absorptions that are acceptable to the Company.
General and administrative expenses decreased $162,000 or
7.6% during the three months ended January 31, 1998, as compared
to the three months ended January 31, 1997. These costs also
represent a 3.5% decrease, as a percentage of revenue, as
compared to 5.1% for the same period a year ago. This decrease
is primarily attributable to the higher volume of closings during
the period.
During the first quarter of fiscal 1997, the Company
recorded a $6.6 million provision for impairment of real estate
inventory as a result of the application of FASB Statement No.
121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of. No such provision was
considered necessary in the first quarter of fiscal 1998.
Income before extraordinary gain was $486,000 during the
three months ended January 31, 1998, as compared to a net loss of
$8,548,000 for the three months ended January 31, 1997. The
income for the current period is an indicator of the overall
market resurgence in northern and southern California.
Extraordinary Gain for the three months ended January 31,
1998 was $36,000, as the Company repurchased a portion of its
Senior Notes having an aggregate outstanding principal amount of
$1,325,000. In 1997, the Company repurchased $5,400,000 of its
Senior Notes resulting in an extraordinary gain of $1,634,000
being recorded in the first quarter of fiscal 1997.
Net income for the three months ended January 31, 1998 was
$522,000, as compared to a net loss of $6.9 million in the first
quarter of fiscal 1997 as a result of a $6.6 million non-cash
charge for impairment of real estate inventory being recorded
during the first quarter of fiscal 1997.
Liquidity and Capital Resources
The residential real estate development business is
inherently capital intensive. Significant cash expenditures are
typically needed to acquire and develop land, construct homes and
establish marketing programs for lengthy periods of time in
advance of revenue realization. The Company generally finances
its operations with secured borrowings from commercial banks,
financial institutions and private investors, unsecured
borrowings in the public market, and with available cash flow
from operations.
At January 31, 1998, the Company had commitments for $58.0
million under several revolving credit facilities with commercial
banks and financial institutions, of which $21.1 million was
outstanding. In addition, at January 31, 1998, the Company had
community specific facilities capable of providing aggregate
fundings of $9.0 million, against which $3.2 million was
outstanding at that time. The Company also benefits from a line
of credit which is secured by some of its model homes for an
amount not to exceed $5.8 million of which $2.3 million was
outstanding as of January 31, 1998. Borrowings under the credit
facilities are secured by liens on specific real property owned
by the Company, and carry varying levels of recourse against the
Company. As a result, on January 31, 1998, the aggregate
outstanding principal balance under the Company's credit
facilities was $26.6 million and the recourse to the Company from
those borrowings was $7.1 million.
For the three months ended January 31, 1998, the Company's
interest incurred and capitalized decreased 10.4% as compared to
the three months ended January 31, 1997. This decrease
represents the continued negotiations with lenders to reduce
financing rates, which will enable the Company to continue to
improve gross margins. The Company's interest amortized to cost
of homes sold increased 40% to $2.1 million for the three months
ended January 31, 1998, as compared to the same period a year
ago. The increase is directly attributable to an increase in the
number of homes closed during the three months ended January 31,
1998.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
(a) None
Item 2. Changes in Securities
---------------------
(a) None
Item 3. Defaults upon Senior Securities
-------------------------------
(a) Refer to note 5 of Notes to Consolidated Financial
-------------------------------
Statements.
- -----------
Item 4. Submission of Matters to a Vote of Security Holders
-----------------------------------------------------
(a) None
Item 5. Other Information
-----------------
(a) None
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) There are no exhibits attached to this report.
(b) The Company did not file any reports on Form 8-K during the
period.
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.
THE FORECAST GROUP "Registered Tradename", L.P.
-----------------------------------------------
By: FORECAST "Registered Tradename" HOMES, INC.
-----------------------------------------------
A California Corporation
its General Partner
February 27, 1998 By: /s/ James P. Previti
- ----------------- ----------------
Date James P. Previti
President
By: /s/ Richard B. Munkvold
-------------------
Richard B. Munkvold
Vice President
Corporate Controller
Principal Accounting Officer
By: FORECAST "Registered Tradename" CAPITAL CORPORATION
---------------------------------------------------
February 27, 1998 By: /s/ James P. Previti
- ----------------- ----------------
Date James P. Previti
President
By: /s/ Richard B. Munkvold
-------------------
Richard B. Munkvold
Vice President
Corporate Controller
Principal Accounting Officer