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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-QSB
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998
(Second quarter of fiscal 1998)
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE
ACT For the transition period from_____________ to ________________
Commission File No. 0-24073
IBS INTERACTIVE, INC.
(Exact name of Small Business Issuer as specified in its Charter)
DELAWARE 13-3817344
(State or other jurisdiction (I.R.S. Employer I.D. No.)
of incorporation or organization)
2 RIDGEDALE AVENUE
SUITE 350
CEDAR KNOLLS, NJ 07927
(Address of Principal Executive Offices)
(973) 285-2600
(Registrant's Telephone Number, including Area Code)
---------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15 (d) of the Exchange Act during the past 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
As of June 30, 1998, 3,384,401 shares of the issuer's common stock,
par value .01 per share, were outstanding.
Transitional Small Business Disclosure Format? Yes | | No |X|
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IBS INTERACTIVE, INC.
INDEX
PART I. FINANCIAL INFORMATION PAGE NO.
ITEM 1. FINANCIAL STATEMENTS
Condensed Interim Balance Sheet as of June 30, 1998
(unaudited) and December 31, 1997............................. 3
Condensed Interim Statements of Income for the three months
ended June 30, 1998 and 1997, and the six months ended
June 30, 1998 and 1997(unaudited)........................... 5
Condensed Interim Statements of Cash Flows for the six months
ended June 30, 1998 and 1997 (unaudited...................... 6
Notes to Condensed Interim Financial Statements.............. 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS... 8
PART II. OTHER INFORMATION
ITEM 1. CHANGES IN SECURITIES AND USE OF PROCEEDS..................... 12
ITEM 2. DEFAULT UPON SENIOR SECURITIES................................ 13
ITEM 3. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........... 13
ITEM 4. OTHER INFORMATION............................................. 14
ITEM 5. EXHIBITS AND REPORTS ON FORM 8-K.............................. 14
SIGNATURES............................................................ 15
ITEM 1. FINANCIAL STATEMENTS.
IBS INTERACTIVE, INC.
Condensed Balance Sheet
(in thousands)
ASSETS June 30, 1998 December 31,
(UNAUDITED) 1997
------------- ------------
Current Assets
Cash..................................................................... $ 7,010 $ 95
Accounts receivable (net of allowance for doubtful
accounts of $49)...................................................... 1,041 1,636
Prepaid expenses......................................................... 45 -
Deferred tax asset....................................................... 64 50
-- --
Total Current Assets.......................................... $8,160 $1,781
Property and equipment, net..................................................... 558 518
Intangible assets............................................................... 843 56
Deferred compensation........................................................... 616 -
Deferred offering costs......................................................... - 45
Other assets.................................................................... 32 51
--------- ---------
TOTAL ASSETS.................................................. $10,209 $2,451
========= =========
See accompanying Notes to Condensed Interim Financial Statements.
IBS INTERACTIVE, INC.
Condensed Balance Sheet
(in thousands)
LIABILITIES & STOCKHOLDERS' EQUITY June 30, 1998 December 31,
(UNAUDITED) 1997
------------- ------------
Current Liabilities
Capital lease obligation, current portion....................................... $ 45 42
Accounts payable and accrued expenses........................................... 672 521
Current portion of deferred compensation........................................ 226 -
Income taxes payable............................................................ - 25
Other current liabilities ...................................................... - 626
------- ---------
Total Current Liabilities................................................. 943 1,214
------ --------
Long term capital lease obligation................................................... 39 64
Non-current liabilities.............................................................. 480 -
Deferred tax liabilities............................................................. 44 34
--------- ---------
Total Liabilities............................................................... 1,506 1,312
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Stockholders' Equity
Preferred Stock, $.01 par value, authorized 1,000,000 shares, none issued and
outstanding................................................................. -- --
Common Stock, $.01 par value, authorized 11,000,000 shares, 3,384,401 shares
issued and outstanding...................................................... 34 17
Additional paid in capital...................................................... 8,662 1,207
Retained earnings (Accumulated Deficit)......................................... 7 (85)
------- ----------
Total Stockholders' Equity...................................................... 8,703 1,139
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 10,209 $ 2,451
========= ========
See accompanying Notes to Condensed Interim Financial Statements.
IBS INTERACTIVE, INC.
Condensed Interim Statements of Operations
For the three months ended June 30, 1998 and 1997
and the six months ended June 30, 1998 and 1997
(in thousands)
(unaudited)
Six months ended June 30, Three months ended June 30,
1998 1997 1998 1997
---- ---- ---- ----
Revenues............................................... $3,233 $ 649 1,492 284
Cost of services....................................... 1,982 179 977 105
------ ------- ------ ------
Gross profit........................................... 1,251 470 515 179
Operating expenses:
Selling, general and administrative............... 867 649 486 245
Amortization of intangible assets................. 84 6 51 3
Deferred compensation expense................... 89 0 56 --
------ ------- ------ ------
Operating income (loss)................................ 211 (185) (78) (69)
Interest expense (income).............................. (8) 2 (40) 2
Tax provision (benefit)................................ 116 -- 1 --
------ ------- ------- ------
Net income (loss)...................................... 103 (187) (37) (71)
------ ------- ------- ------
Earnings (loss) per share
Basic and Diluted...................................... $0.04 $(0.11) $(0.01) $(0.04)
------ ------- ------- ------
Weighted average common shares outstanding
Basic.................................................. 2,200,357 1,685,160 2,577,880 1,686,085
Diluted................................................ 2,352,842 1,685,160 2,721,924 1,686,085
See accompanying Notes to Condensed Interim Financial Statements.
IBS INTERACTIVE, INC.
Condensed Interim Statements of Cash Flows
for the six months ended
June 30, 1998 and 1997
(in thousands)
(unaudited)
Six months ended June 30,
1998 1997
---- ----
Cash Flows provided by Operating Activities............................ $ 841 $ 51
Cash Flows used in Investing Activities................................ (153) (226)
Cash Flows provided by Financing Activities............................ 6,226 126
--------- ----------
NET INCREASE (DECREASE)IN CASH......................................... 6,914 (49)
CASH at BEGINNING OF PERIOD............................................ 96 179
--------- ----------
CASH at END OF PERIOD.................................................. $ 7,010 $ 130
======== ==========
See accompanying Notes to Condensed Interim Financial Statements.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
1. FINANCIAL STATEMENT PRESENTATION
a. The condensed interim financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission with respect to
Form 10-QSB. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations, although the Company believes that the
disclosures made herein are adequate to make the information contained
herein not misleading. These condensed interim financial statements
should be read in conjunction with Company's audited financial
statements for the year ended December 31, 1997 and the notes thereto
included in the Company's Prospectus dated May 14, 1998. In the
Company's opinion, all adjustments (consisting only of normal
recurring adjustments) necessary for a fair presentation of the
information shown herein have been included.
b The results of operations for the six months ended June 30, 1998
presented herein are not necessarily indicative of the results of
operations expected for the year ending December 31, 1998.
c. Net earnings per share was determined on the basis of the weighted
average number of shares of common stock including, when applicable,
dilutive stock options using the treasury stock method.
2. INITIAL PUBLIC OFFERING
On May 20, 1998, the Company completed an initial public offering (the
"Offering") of 1,380,000 shares of its Common Stock, par value $.01
par share (the "Common Stock"), including the sale of 180,000 shares
pursuant to the exercise in full of the underwriters over-allotment
option. The net proceeds of the Offering received by the Company
approximated $6,630,000.
3. SUBSEQUENT EVENTS
a. On July 15, 1998, the Company entered into a non-binding
letter of intent to acquire 100% of the outstanding membership
interests of DESIGNFX Interactive LLC, a New Jersey limited
liability company. The offering price, which is payable in
shares of Common Stock, is estimated to be $1,260,000, subject
to adjustment. DESIGNFX Interactive LLC provides web
development, programming and network services to customers in
the southern New Jersey and Philadelphia, Pennsylvania area.
b. On July 29, 1998, Aetna Insurance Company ("Aetna") renewed
the professional services agreement with the Company through
December 2000. Pursuant to such agreement, the Company will
provide to Aetna on-site PC support that includes hardware
setup, troubleshooting and desk help services.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This Quarterly Report on Form 10-QSB contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Actual results, events and circumstances (including future
performance, results and trends) could differ materially from those set forth in
such statements due to various factors, risks and uncertainties including those
set forth under the caption "Risk Factors" in the Company's Prospectus dated May
14, 1998. Except as otherwise required to be disclosed in periodic reports
required to be filed by companies registered under the Exchange Act by the rules
of the Securities and Exchange Commission (the "Commission"), the Company has no
duty and undertakes no obligation to update such statements.
OVERVIEW
The Company provides a broad range of computer networking, programming,
applications development and Internet services primarily to businesses and
organizations. The Company's revenues are derived principally from consulting
fees earned in connection with the performance of systems integration services,
recurring monthly Internet connectivity fees and consulting fees earned in
connection with programming and applications development services.
The Company commenced operations in June 1995 as an Internet service
provider offering Web-site hosting services. Since April 1996, the Company has
acquired Interactive Networks, Inc., Mordor International ("Mordor") and Allnet
Technology Services, Inc. ("Allnet"), each an Internet service provider
principally offering dial-up access services. The Company began to provide
Systems Integration and Programming and Applications Development services in
April 1996 and has increasingly emphasized such services. In January 1998, the
Company acquired Entelechy, Inc. ("Entelechy"), a provider of programming and
applications development services, including distance learning and on-line
trading applications. In January 1998, the Company also acquired substantially
all of the assets of JDT Webwerx LLC (consisting primarily of computer equipment
and intangible assets). The Company's consulting services generally produce
higher profit margins than the Company's Internet services. For the six months
ended June 30, 1998, Systems Integration, Programming and Applications
Development and Internet services accounted for approximately 81%, 3% and 16%,
respectively, of the Company's revenues as compared to 55%, 9% and 36%,
respectively, for the year ended December 31, 1997.
The Company expects that operating expenses in future periods will
increase significantly in connection with expansion activities the Company
anticipates undertaking, including those related to potential acquisitions of
systems integrators, programmers, applications developers and Internet service
providers, further development and upgrade of the Company's network, increased
marketing activities and increased general and administrative expenses. During
the second quarter of 1998, the Company hired 7 new employees, began incurring
additional expenses as a result of increased investor relations activities in
connection with and subsequent to the consummation of the Offering, incurred
expenses in connection with the opening of an additional office facility in West
Long Branch, New Jersey and increased its expenditures in connection with
network development and marketing efforts. As a result, operating expenses
increased during such period. Such increase was not, however, offset by a
corresponding increase in revenues. As a result, the Company incurred a net loss
for the three months ended June 30, 1998 in the amount of $37,000. The Company's
profitability for the remainder of 1998 and the year ended December 31, 1998
will depend on increases in revenues from operations in excess of anticipated
increases in expenses.
The Company's expense levels are based on its expectations concerning
future revenues and are fixed to a large extent. Any decline in demand for the
Company's services or increases in expenses which are not offset by
corresponding increases in revenue could have a material adverse effect on the
Company. In May 1998, in connection with the consummation of the Offering, the
Company incurred a non-recurring charge of $35,000 relating to a private
placement in October 1997 of certain of its securities (the "1997 Financing").
Additionally, the Company expects to incur charges of approximately $180,000 (of
which $82,000 has been expensed during the six months ended June 30, 1998),
$197,000, $197,000 and $17,000 related to the acquisition of Entelechy and
annual charges in each of the years ending December 31, 1998, 1999, 2000, and
2001 in the amount of $27,000 (of which $7,000 has been expensed during the six
months ended June 30, 1998) in connection with the award in 1998 of a restricted
stock grant to an executive officer. The charges related to each of the
acquisition of Entelechy and the award of restricted stock will be expensed
ratably during the year.
The Company anticipates that growth in its client and subscriber base
will increase operating costs (including expenses related to network
infrastructure and client support) and will require the Company to hire
additional network engineers, programmers and technical personnel. The Company
currently has 56 full-time employees. The Company has entered into employment
agreements with eighteen of its employees, including its executive officers,
which provide for aggregate salaries of $2,525,000 during the year ended
December 31, 1998. The Company anticipates hiring up to four additional
employees to market and sell the Company's services. The Company also intends to
hire up to three additional technical and support personnel.
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997
Revenues:
Revenues increased by $2,584,000 from $649,000 for the six months ended June 30,
1997 ("1997") to $3,233,000 the six months ended June 30, 1998 ("1998").
Revenues for 1998 primarily from Systems Integration services and, to a lesser
extent, Programming and Applications Development services were significantly
higher than those recognized in 1997. Additionally, the continued expansion of
the Company's network infrastructure during 1998 resulted in additional Internet
access subscribers and related revenue. The Company's largest customer (which
engaged the Company in October 1997) accounted for 76% of the Company's
aggregate revenue for 1998.
Cost of Services:
Cost of Services consists primarily of expenses relating to the operation of the
network, including salaries and expenses of engineering, programming and
technical personnel and fees paid to outside consultants, telecommunications and
Internet access costs, costs associated with monitoring network traffic and
quality and providing technical support to clients and subscribers, and the cost
of equipment and applications sold to clients and subscribers. Cost of services
increased by $1,803,000, from $179,000 for 1997 to $1,982,000 for 1998. This is
a result principally of increases in salaries and expenses paid to an increased
number of engineering, programming and technical personnel whose services are
billed by the Company to clients and which are directly related to the provision
of services offered. Additionally, the Company incurred increased
telecommunications and Internet access costs due to expansion of the Company's
network and an increase in the number of Internet access subscribers. The
Company expects that these costs will continue to increase in the future to the
extent the Company is able to expand its client and subscriber base, and to the
extent the Company is able to expand its service offerings and network.
Selling, general and administrative:
Selling, general and administrative expenses consist primarily of salaries and
costs associated with sales personnel, marketing literature, advertising, direct
mailings and the Company's management, accounting, finance and administrative
functions. Selling, general and administrative expenses increased by $212,000 or
32.4% from $655,000 in 1997 to $867,000 for 1998. This increase is primarily
attributed to the hiring of additional personnel whose salaries, in whole or in
part, are not directly allocable to hours billed for services rendered to
clients and additional costs incurred in connection with expanded administrative
functions. The Company expects to incur additional charges in the amount of
approximately $180,000 (of which $82,000 has been expensed during the six months
ended June 30, 1998), $197,000 and $17,000 in each of the years ending December
31, 1998, 1999, 2000, 2001, respectively, in connection with the acquisition of
Entelechy. The Company also expects to incur annual charges in the amount of
$27,000 (of which $7,000 has been expensed during the six months ended June 30,
1998) through the year ending December 31, 2001 in connection with the award in
1998 of a restricted stock grant to an executive officer. The charges related to
each of the acquisition of Entelechy and the restricted stock grant are expensed
ratably during the year.
Amortization of Intangible Assets:
Amortization of intangible assets increased by $78,000, from $6,000 for 1997 to
$84,000 for 1998. This increase is primarily attributable to the amortization of
intangible assets, including customer lists and goodwill, acquired by the
Company in connection with its purchase of each of Mordor, Allnet and Entelechy
which were consummated in May 1996, April 1997 and January 1998, respectively.
Interest Expense (Income):
Interest expense (income) consists of interest on indebtedness and capital
leases and financing charges in connection with the 1997 Financing less interest
income and interest earned on invested funds. Interest expense (income) changed
by $10,000 from interest expense (net) of approximately $2,000 for 1997 to
interest income (net) of $8,000 for 1998. This change was attributable to
increased interest income resulting from an increase in invested funds due
principally from the receipt in May 1998 of net proceeds from the Offering in
the approximate amount of $6,630,000 offset by financing charges accrued in
connection with the 1997 Financing. The promissory notes in the original
principal amount of $200,000 issued in connection with the 1997 Financing were
repaid in full immediately after the consummation of the Offering.
Net Income:
As a result of the foregoing, the Company achieved net income of $103,000 for
1998 compared to a net loss of $187,000 for 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash requirements have been to fund expenses in
connection with providing consulting services to clients and Internet access to
subscribers. The Company has historically satisfied its working capital
requirements principally through the issuance of equity and debt securities and
borrowings.
At June 30, 1998, the Company had working capital of $7,217,000,
compared to working capital of $230,000 at June 30, 1997. The increase in
liquidity resulted primarily from the receipt of net proceeds from the Offering
in the amount of $6,630,000.
Net cash provided from operating activities increased from $51,000 for
1997 to $841,000 for 1998. This change was primarily attributed to: (i)
increased operational activity undertaken by the Company in 1998 which resulted
in net income in the amount of $103,000, compared to a net loss in the amount of
$187,000 for 1997; (ii) increases in 1998 in accounts receivable in the amount
of $525,000; (iii) decreases during 1998 in deferred revenue in the amount of
$238,000; and (iv) increases in 1998 in depreciation/amortization in the amount
of $150,000.
Net cash used in investing activities decreased from $226,000 for 1997
to $153,000 for 1998 due to decreased capital expenditures.
Net cash provided by financing activities increased from $126,000 for
1997 to $6,226,000 for 1998. This change is primarily attributable to receipt by
the Company of net proceeds from the Offering in the amount of $6,636,000 offset
by the repayment of financing debt including the promissory notes in the
original principal amount of $200,000 issued in connection with the 1997
Financing.
At June 30, 1998, the Company had capital lease obligations in the
aggregate amount of $84,000. These capital lease obligations are secured by the
personal guarantees of each of Nicholas R. Loglisci Jr., the Company's President
and Chief Operating Officer, Clark D. Frederick, the Company's Chief Technical
Officer, and Frank R. Altieri, Jr., the Company's Chief Information Officer. In
addition, certain of these capital lease agreements are secured by the
equipment, which is the subject of the capital lease. In May 1998, the Company
secured equipment lines of credit from Ascend Credit Corp, Cisco Systems Capital
Corp. and PAM Financial Corp., each in the amount of $500,000.
During the three month period ending June 30, 1998, the Company
obtained a line of credit in the amount of $1.5 million from First Union
National Bank. The line of credit is for a one year period effective July 1,
1998. At June 30, 1998, the Company had no outstanding indebtedness under such
line of credit. In May of 1998, the Company repaid in full all of its
outstanding indebtedness in the amount of $9,000 to Interchange State Bank.
Part II. OTHER INFORMATION
Item 1. CHANGES IN SECURITIES AND USE OF PROCEEDS.
(A) In connection with the Offering, on April 21, 1998, the Company
effected a 1.19-for-1 split of the issued and outstanding Common Stock.
(B) Not applicable.
(C) Not applicable.
(D) On May 14, 1998, the Company's registration statement on Form SB-2, as
amended (file number 333-47741) ( the "Registration Statement"), relating to the
Offering, was declared effective by the Commission. Whale Securities Co., L.P.
acted as the underwriter in connection with the Offering which was consummated
on May 20, 1998. In connection with the Offering, the Company registered, issued
and sold 1,380,000 shares of Common Stock, including 180,000 shares of Common
Stock issued in connection with the exercise in full of the underwriter's
over-allotment option, at an initial public offering price of $6.00 per share,
resulting in proceeds to the Company (net of underwriting discounts, commissions
and other expenses payable by the Company) in the aggregate approximate amount
of $6,630,000. Additionally, the Company registered 120,000 shares of Common
Stock underlying warrants to purchase Common Stock which warrants were sold to
the underwriter by the Company for $100. The warrants are exercisable for a
four-year period commencing on May 14, 1999 at an initial exercise price of
$8.10 per share.
From the effective date of the Registration Statement through June 30,
1998, the Company incurred expenses in connection with the insurance and
distribution of securities in the Offering in the actual amount of $1,636,000.
Such expenses include underwriting discounts and commissions in the amount of
$828,000, expenses paid to or for the underwriting in the amount of $248,400 and
other expenses in the amount of $559,600. The Company believes that none of
these payments were made, directly or indirectly, to (i) directors or officers
of the Company or their affiliates; (ii) persons owning ten percent or more of
the Common Stock; or (iii) affiliates of the Company.
From the effective date of the Registration Statement through June 30,
1998, the Company applied an aggregate of $321,000 of the net proceeds of the
Offering for repayment of indebtedness. Except for repayment of indebtedness in
the respective principal amounts of $10,000, $28,750, $25,000 and $50,000
($113,750 in the aggregate) owed by the Company to Nicholas Loglisci Sr., the
father of Nicholas R. Loglisci, Jr., Steven Loglisci, the brother of Nicholas R.
Loglisci, Jr., Frank R.. Altieri, Sr., the father of Frank R, Altieri, Jr., and
Barrett N. Wissman, a Director of the Company, the Company believes that none of
such payments were made, directly or indirectly, to (i) directors or officers of
the Company or their affiliates; (ii) persons owning ten percent or more of the
Common Stock; or (iii) affiliates of the Company. To date, the Company believes
that it has used the net proceeds of the Offering in a manner consistent with
the use of proceeds described in the Registration Statement and the Prospectus
dated May 14, 1998. The remaining net proceeds of the Offering in the amount of
$5,931,000 are invested primarily in Commercial Paper.
Item 2. DEFAULTS UPON SENIOR SECURITIES.
None
Item 3. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
Item 4. OTHER INFORMATION.
Submission of Stockholder Proposals and Discretionary Voting
Authority.
Proposals which are intended to be presented by stockholders of
the Company at and included in the proxy statement relating to the Company's
1999 Annual Meeting of Stockholders must be received by the Company a reasonable
time in advance of the time the Company mails its proxy materials for such
meeting. Additionally, proxies solicited by management of the Company in
connection with the Company's 1999 Annual Meeting of Stockholders may confer
upon management of the Company discretionary authority to vote on any matter
sought to be transacted at such a meeting if the Company is not notified of such
matter a reasonable period of time in advance of the time it mails its proxy
materials relating to such meeting. The Company's Restated By-laws provide that
the Annual Meeting of Stockholders may be held on such date, at such time and at
such place as the Board of Directors designates or if no date and time are fixed
at 10:00 a.m. on the first Friday in June of each year.
Item 5. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS
The exhibits in the following table have been filed as part
of this Quarterly Report on Form 10-QSB:
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
-------------- ----------------------
27 Financial data schedule for the six
month period ended June 30, 1998
(B) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the three months
ended June 30, 1998.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
IBS INTERACTIVE, INC.
/s/ Nicholas R. Loglisci, Jr.
By:-------------------------------------
Nicholas R. Loglisci, Jr.
President and Chief Operating Officer
(Principal Executive Officer)
/s/ Jeffery E. Brenner
By:-------------------------------------
Jeffery E. Brenner
Sr. Vice President, Finance and
Administration (Principal Financial
and Accounting Officer)
Date: August 14, 1998