FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(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, 1997
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ___________
Commission file number: 1-13820
Sovran Self Storage, Inc.
(Exact name of Registrant as specified in its charter)
Maryland 16-1194043
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5166 Main Street
Williamsville, NY 14221
(Address of principal executive offices) (Zip code)
(716) 633-1850
(Registrant's telephone number including area code)
Not applicable
(Former name, former address, and former fiscal year,
if changed since last report)
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 ____
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes ____ No ____
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Title Outstanding
Common Stock, $.01 par value per shar 12,220,921 common shares
Part I. Financial Information
Item 1. Financial Statements
SOVRAN SELF STORAGE, INC.
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
(dollars in thousands, except share data) 1997 1996
- -----------------------------------------
---------- ------------
Assets
Investment in storage facilities:
Land ........................................ $ 66,950 $ 49,591
Building and equipment .................... 241,139 171,120
-------- --------
308,089 220,711
Less: accumulated depreciation ............ (8,262) (5,457)
-------- --------
Investments in storage facilities, net ....... 299,827 215,254
Cash and cash equivalents .................... 3,316 16,687
Accounts receivable .......................... 685 482
Prepaid expenses and other assets ............ 2,092 2,992
-------- --------
Total Assets ............................... $ 305,920 $ 235,415
======== ========
Liabilities
Line of credit ............................... $ 15,000 $ -
Accounts payable and accrued liabilities ..... 3,004 1,197
Deferred revenue ............................. 2,050 1,367
Accrued dividends ............................ 6,355 5,567
Mortgage payable ............................. 3,559 -
-------- --------
Total Liabilities .......................... 29,968 8,131
Minority interest ............................ 10,948 3,655
Shareholders' Equity
Common stock $.01 par value, 100,000
shares authorized, 12,220,921 shares
issued and outstanding
(10,706,671 at December 31, 1996) .......... 122 107
Preferred stock, 10,000,000 shares
authorized, none issued and outstanding,
250,000 shares designated as Series A
Junior Participating Preferred Stock,
$.01 par value ............................. - -
Additional paid-in capital ................... 270,123 227,719
Unearned restricted stock .................... (33) (39)
Dividends in excess of net income ............ (5,208) (4,158)
-------- --------
Total shareholders' equity ................. 265,004 223,629
------- -------
Total Liabilities and Shareholders' Equity $ 305,920 $ 235,415
======== ========
See notes to financial statements.
1
SOVRAN SELF STORAGE, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
......................................... April 1, 1997 April 1, 1996
......................................... to to
(dollars in thousands, except per share data) June 30, 1997 June 30, 1996
- --------------------------------------------- ------------ ------------
Revenues:
Rental income ............................. $ 11,724 $ 7,814
Interest and other income ................. 214 146
------------ ------------
Total revenues ......................... 11,938 7,960
Expenses:
Property operations & maintenance ......... 2,254 1,500
Real estate taxes ......................... 918 566
General and administrative ................ 586 608
Interest .................................. 306 611
Depreciation and amortization ............. 1,685 1,065
------------ ------------
Total expenses ......................... 5,749 4,350
------------ ------------
Net income before minority interest ......... 6,189 3,610
Minority interest ......................... (186) -
------------ ------------
Net Income .................................. $ 6,003 $ 3,610
============ ============
Earnings per share .......................... $ 0.50 $ 0.48
============ ============
Common shares used in earnings per
share calculation ......................... 11,815,534 7,544,171
Dividends declared per share............... $ 0.52 $ 0.505
============ ============
See notes to financial statements
2
SOVRAN SELF STORAGE, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
......................................... January 1, 1997 January 1, 1996
......................................... to to
(dollars in thousands, except per share data) June 30, 1997 June 30, 1996
- --------------------------------------------- ------------ ------------
Revenues:
Rental income ............................. $ 22,302 $ 14,671
Interest and other income ................. 368 233
------------ ------------
Total revenues ......................... 22,670 14,904
Expenses:
Property operations & maintenance ......... 4,408 3,014
Real estate taxes ......................... 1,775 1,079
General and administrative ................ 1,330 1,115
Interest .................................. 818 889
Depreciation and amortization ............. 3,216 2,045
------------ ------------
Total expenses ......................... 11,547 8,142
------------ ------------
Net income before minority interest ......... 11,123 6,762
Minority interest ......................... (250) -
------------ ------------
Net Income .................................. $ 10,873 $ 6,762
============ ============
Earnings per share .......................... $ 0.96 $ 0.90
============ ============
Common shares used in earnings per
share calculation share ................... 11,261,386 7,543,993
Dividends declared per share ................ $ 1.04 $ 1.010
============ ============
See notes to financial statements
3
SOVRAN SELF STORAGE, INC.
STATEMENT OF CASH FLOW
...........................................January 1,1997 January 1,1996
......................................... to to
(dollars in thousands, except per share data) . June 30,1997 June 30,1996
------------ -------------
Operating Activities
Net income .................................... $ 10,873 $ 6,762
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization ............... 3,216 2,045
Minority interest ........................... 250 -
Restricted stock earned ..................... 6 -
Changes in assets and liabilities:
Accounts receivable ...................... (202) (20)
Prepaid expenses and other assets ........ 514 (401)
Accounts payable and other liabilities ... 2,594 743
Deferred revenue ......................... 683 276
--- ---
Net cash provided by operating activities ..... $ 17,934 $ 9,405
-------- --------
Investing Activities
Additions to storage facilities ............. (76,521) (31,955)
Additions to other assets ................... (10) (3)
Restricted cash ............................. - -
------- --------
Net cash used in investing activities ......... $(76,531) $(31,958)
-------- --------
Financing Activities
Net proceeds from sale of common stock ...... 42,419 -
Proceeds from line of credit draw down ...... 15,000 31,809
Dividends paid .............................. (11,923) (7,619)
Minority interest distributions ............. (270) -
Proceeds from issuance of mortgages ......... - -
Mortgage principal payments ................. - -
Capital contributions ....................... - -
Cash distributions .......................... - -
------- --------
Net cash provided by financing activities ..... $ 45,226 $ 24,190
-------- --------
Net increase (decrease) in cash ............... (13,371) 1,637
Cash at beginning of period ................... 16,687 732
-------- --------
Cash at end of period ......................... $ 3,316 $ 2,369
======== ========
Supplemental cash flow information
Cash paid for interest ................... $ 818 $ 889
See notes to financial statements
SOVRAN SELF STORAGE, INC.
STATEMENT OF CASH FLOW
Supplemental cash-flow information for the six months
ended June 30, 1997
(dollars in thousands)
- ------------------------------------------------------------------------------
Storage facilities acquired through the issuance of
minority interest in the operating partnership .. $ 7,313
Fair value of net liabilities assumed on the acquisition
of storage facilities 3,559
- -------------------------------------------------------------------------------
Dividends declared but unpaid were $6,355 at June 30, 1997 and $5,567 at
December 31, 1996.
See notes to financial statements
Notes to Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
The accompanying unaudited financial statements of Sovran Self
Storage, Inc. (the Company) 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 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. Operating results for the
six month period ended June 30, 1997 and June 30, 1996 are not necessarily
indicative of the results that may be expected for the year ended December 31,
1997.
2. Organization
Sovran Self Storage, Inc. (the Company), a self-administered and
self-managed real estate investment trust (a REIT), was formed on April 19, 1995
to own and operate self-storage facilities throughout the United States. On June
26, 1995, the Company commenced operations effective with the completion of its
initial public offering of 5,890,000 shares (the Offering). The Offering price
per share was $23.00, resulting in net proceeds to the Company, after
underwriting discount and other expenses, of $124.3 million. On July 25, 1995,
the underwriters exercised their over-allotment option granted in connection
with the Company's initial public offering and purchased 750,000 shares of the
Company's common stock at $23.00 per share, resulting in net proceeds to the
Company of approximately $16 million. Additionally, the Company received $10.1
million in proceeds from a private placement of 422,171 shares of its common
stock.
Contemporaneously with the closing of the Offering, Sovran Self
Storage, Inc. acquired, in a transaction accounted for as a purchase, 62
self-storage facilities (the Original Properties) which had been owned and
managed by Sovran Capital, Inc. and the Sovran Partnerships (Predecessors to the
Company). Purchase accounting was applied to the acquisition of the Original
Properties to the extent cash was paid to purchase 100% of the limited
partnership interests in the Sovran Partnerships, prepay outstanding mortgages
at the time of acquisition and for related transaction costs. Additionally, the
Company acquired on that date 12 self-storage properties (the Acquisition
Properties) from unaffiliated third parties. The Company has since purchased a
total of 73 (36 in 1997, 29 in 1996 and 8 in 1995) self-storage properties from
unaffiliated third parties, increasing the total number of self-storage
properties owned at June 30, 1997 to 147 properties.
On October 1, 1996, the Company completed a public offering of
2,750,000 common shares at $26.00 per share. On October 8, 1996 the over
allotment of the public offering of 412,500 common shares was exercised at
$26.00 per share. Net of underwriting discounts and offering costs the Company
received $77 million in proceeds from this offering. The net proceeds were
used to repay indebtedness under the line of credit, which was incurred in
property acquisitions, and to acquire additional self storage facilities.
On April 16, 1997, the Company completed the offering of 1.5 million
shares of its common stock. The offering was priced at $29.625 per share
resulting in gross proceeds of $44.44 million. Net proceeds were approximately
$42.2 million which was used to reduce outstanding indebtedness incurred
under the Company's $75 million credit facility.
3. Commitments and Contingencies
The Company's current practice is to conduct environmental
investigations in connection with of its facilities which individually or in the
aggregate would be material to the Company's overall business, financial
condition, or results of operations.
As of June 30, 1997, the Company had entered into contract for the
purchase of two self-storage facilities which were purchased on July 24, 1997
for a total cost of $8.2 million and was under contract to purchase an
additional property for a total cost of $4.1 million.
4. Pro Forma Financial Information
The following unaudited pro forma Condensed Statement of Operations is
presented as if the the 1997 offering and the purchase of 36 additional storage
facilities had occurred at the beginning of the periods presented. Such
unaudited pro forma information is based upon the historical combined statements
of operations of the Company. It should be read in conjunction with the
financial statements of the Company and notes thereto included elsewhere herein.
In management's opinion, all adjustments necessary to reflect the effects of
these transactions have been made. This unaudited pro forma statement does not
purport to represent what the actual results of operations of the Company would
have been assuming such transactions had been completed as set forth above nor
does it purport to represent the results of operations for future periods.
(in thousands, except per share data)
Six Months Ended June 30,
1997 1996
Revenues:
Total revenues $ 25,495 $ 24,280
Expenses:
Property operations & maintenance 5,006 5,049
Real estate taxes 2,047 1,881
General and administrative 1,330 1,330
Interest 1,920 1,920
Depreciation and amortization 3,452 3,452
------------ --------------
Total expenses 13,755 13,632
------------ --------------
Net income before minority interest 11,740 10,648
Minority interest (353) (321)
------------- ---------------
Net Income $ 11,387 $ 10,327
================= ===============
Earnings per share $ .93 $ .85
================= ===============
Common shares used in earnings
per share calculation 12,220,921 12,220,921
5. Legal Proceedings
Robert J. Amsdell, a former business associate of certain officers and
directors of the Company, including Robert J. Attea, Kenneth F. Myszka, David L.
Rogers and Charles E. Lannon filed a lawsuit against the Company on June 13,
1995 in the United States District Court for the Northern District of Ohio, in
connection with the formation of the Company as a REIT and related transactions,
as well as the breach of fiduciary duty, breach of contract, breach of general
partnership/joint venture arrangement, faith and fair dealing, fraud and deceit,
interference with prospective advantage, and violation of trademark/trade name
rights. Mr. Amsdell is seeking money damages in excess of $25 million, as well
as punitive damages and declaratory and injunctive relief (including the
imposition of a constructive trust on assets of the Company in which Mr. Amsdell
claims to have a continuing interest) and an accounting. The first amended
complaint also added Messrs. Attea, Myszka, Rogers and Lannon as additional
defendants. The parties are currently involved in discovery. The Company intends
to vigorously defend the lawsuit. Messrs. Attea, Myszka, Rogers and Lannon have
agreed to idemnify the Company for any loss arising from the lawsuit. The
Company believes that the actual amount of Mr. Amsdell's recovery in this
matter, if any, would be within the ability of these individuals to provide
idemnification. The Company does not believe that the lawsuit will have a
material adverse effect upon the Company.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation
The following discussion and analysis of the consolidated financial
condition and results of operations should be read in conjunction with the
financial statements and notes thereto included elsewhere in this report.
The Company operates as a Real Estate Investment Trust ("REIT") and
owns and operates a portfolio of 147 self-storage facilities, providing storage
space for business and personal use to some 61,000 customers in 16 states. The
Company's investment objective is to increase cash flow and enhance shareholder
value by aggressively managing its portfolio, to expand and enhance the
facilities in that portfolio and to selectively acquire new properties in
geographic areas that will either complement or efficiently grow the portfolio.
Liquidity and Capital Resources
Revolving Credit Facility
In June, 1995, the Company entered into an agreement with a financial
institution to establish a revolving credit facility for up to $60 million,
secured by real estate. In August, 1996, the Company executed a modification of
the credit facility which increased the amount available to $75 million.
Interest on outstanding balances is payable monthly at 190 basis points above
LIBOR. The term of the agreement is for two years, expiring August 1998. The
Company intends to use funds available from this credit facility to finance
future acquisition and development plans described below. At June 30, 1997, the
Company had remaining borrowing capacity of $60 million on the line.
Umbrella Partnership REIT
The Company was formed as an Umbrella Partnership Real Estate Trust
("UPREIT") and, as such, has the ability to issue operating partnership ("OP")
units in exchange for properties sold by independent owners. By utilizing such
OP units as currency in facility acquisitions, the Company may partially defer
the seller's income-tax liability and obtain more favorable pricing or terms. As
of June 30, 1997, units totaling 379, 701 units have been issued in exchange for
property.
Acquisition of Properties
The Company's external growth strategy is to increase the number of
facilities it owns by acquiring suitable facilities in markets in which it
already has an operating presence or to expand into new markets by acquiring
several facilities at once in those new markets. In the three months ended June
30, 1997, the Company acquired nine properties in existing markets. Four of the
properties are located in Dallas, Texas; two are in Delray Beach, Florida; and
one each in Cleveland, Ohio; Houston, Texas; and Savannah, Georgia. Total
acquisitions in the three months ended June 30, 1997 added 660,000 square feet
of space and 6,100 rental units to the Company's portfolio.
Future Acquisition and Development Plans
The Company continued its external growth strategy by increasing the number
of facilities it owns in Texas Florida and Georgia. The Company also intends to
improve certain of its existing facilities by building additional storage
buildings on presently vacant land and by installing climate control and
enhanced security systems at selected sites.
Liquidity
At June 30, 1997, the Company's debt to equity ratio was 5%
providing considerable room for growth.
Continued acquisition of existing properties represents the Company's
principal liquidity requirement. As most of the Company's operating cash flow is
expected to be used to pay dividends, (see REIT Qualification and Distribution
Requirements), the funds required to acquire these additional properties will
be provided by borrowings pursuant to the revolving line of credit or other
debt instruments and the issuance of UPREIT units. The Company intends to incur
additional borrowings for such purposes in a manner consistent with its policy
of limiting the Company's indebtedness at the time of incurrence to not more
than 50% of market capitalization.
REIT Qualification and Distribution Requirements
As a REIT, the Company is not required to pay federal income tax on
income that it distributes to its shareholders, provided that the amount
distributed is equal to at least 95% of taxable income. These distributions must
be made in the year to which they relate or in the following year if declared
before the Company files its federal income-tax return and if it is paid before
the first regular dividend of the following year.
As a REIT, the Company must derive at least 95% of its total gross
income from income related to real property, interest and dividends. In the
three months ended June 30, 1997, the Company's percentage of revenue from such
sources exceeded 98%, thereby passing the 95% test, and no special measures are
expected to be required to enable the Company to maintain its REIT designation.
Results of Operations
The following discussion is based on the financial statements of the
Company as of June 30, 1997 and June 30, 1996.
For the period January 1, 1997 through June 30, 1997
The Company reported revenues of $22,670,704 during the period and
incurred $6,183,329 in operating expenses, resulting in net operating income of
$16,487,375. The gross operating margin of 73% is one of the highest in the
industry and reflects a corporate-wide effort to operate the business
efficiently. General and administrative expenses of $1,329,546, interest expense
of $818,158 and depreciation and amortization expenses of $3,215,728 were
incurred during the period, resulting in an income of $11,123,943 before
minority interest deduction Net Income after minority interest amounted to
$10,873,922 .
Three months ended June 30, 1997, compared to Three months ended June 30,
1996.
The following discussion compares the activities of the Company for the
three months ended June 30, 1997 with the activities of the Company for the
three months ended June 30, 1996. Total revenues increased from $7,960,804 for
the three months ended June 30, 1996 to $11,938,106 for the three months ended
June 30, 1997, an increase of $3,977,302, or 50%. Of this, $3,663,868 resulted
from the acquisition of 65 properties during the period January 1, 1996 through
June 30,1997 and $313,434 was realized as a result of increased rental rates and
occupancy levels at the 92 properties owned by the Company at December 31, 1995.
Overall, same-store revenues grew 4% for the three month period ended June 30,
1997 as compared to the same period in 1996.
Property operating and real estate tax expense increased $1,106,427, or
53.6%, during the period. $1,071,484 was a result of absorbing additional
expenses from operating the newly acquired properties and $34,943 was incurred
in the operations of its sites operated more than one year. General and
administrative expenses decreased $47,181.
Interest expense decreased $305,433 as a result of the Company's
application of $42.2 million of net proceeds from the sale of common stock
toward the total repayment of its line of credit balance outstanding. The
Company had no balance outstanding on the line of credit April 23 through June
28, at which time $15 million was borrowed to finance the acquisition of several
properties in Texas.
Earnings before interest, depreciation, and amortization increased from
$5,286,000 to $8,180,000 an increase of $2,894,000, or 54.7%
Pro Forma Three Months Ended June 30, 1997 Compared to Pro Forma Three
Months Ended June 30, 1996.
The Company believes that pro forma results of operations are important to
provide an understanding of results of operations in its first year of property
operation. The pro forma information includes the results of the 36 properties
acquired in 1997 as if they had been acquired on January 1, 1996. Revenues for
the three months ended June 30, 1997 were $25,495,000 compared to revenues of
$24,280,000 for the same period in 1996, an increase of 5%. This improvement is
primarily due to an increase in overall occupancy, and from rental rate
increases ranging from 2% to 8% at the properties. Property operating costs and
property tax expense were $7,053,000 or 28% of revenues for the three month
period ended June 30, 1997 and $6,930,000 or 29% of revenues for the period
ended June 30, 1996. The Company believes the efficiencies it obtains by
"clustering" its properties in market areas, its attention to cost saving
measures and its persistence in protesting property tax increases has enabled it
to effectively contain its costs. Operating income increased from $17,350 000 to
$18,442,000, an improvement of 6.3% as a result of the above.
Inflation
The Company does not believe that inflation has had or will have a
direct adverse effect on its operations. Substantially all of the leases at the
facilities allow for monthly rent increases, which provide the Company with the
opportunity to achieve increases in rental income as each lease matures.
Seasonality
The Company's revenues typically have been higher in the third and
fourth quarters, primarily because the Company increases its rental rates on
most of its storage units at the beginning of May and, to a lesser extent,
because self-storage facilities tend to experience greater occupancy during the
late spring, summer and early fall months due to the greater incidence of
residential moves during these periods. However, the Company believes that its
tenant mix, diverse geographical locations, rental structure and expense
structure provide adequate protection against undue fluctuations in cash flows
and net revenues during off-peak seasons. Thus, the Company does not expect
seasonality to affect materially distributions to shareholders.
Part II. Other Information
Item 1. Legal Proceedings
The Company is a party to proceedings arising in the ordinary
course of operation of self-storage facilities. However, the Company does not
believe that these matters, individually or in the aggregate, will have a
material adverse effect on the Company.
Robert J. Amsdell, a former business associate of certain officers and
directors of the Company, including Robert J. Attea, Kenneth F. Myszka, David L.
Rogers and Charles E. Lannon filed a lawsuit against the Company on June 13,
1995 in the United States District Court for the Northern District of Ohio, in
connection with the formation of the Company as a REIT and related transactions,
as well as the Initial Offering. On April 29, 1996, Mr. Amsdell filed a first
amended complaint in the lawsuit alleging breach of fiduciary duty, breach of
contract, breach of general partnership/joint venture arrangement, statutory
violations regarding dissolution of general partnership or joint venture, breach
of duty of good faith and fair dealing, fraud and deceit, interference with
prospective advantage, and violation of trademark/trade name rights. Mr. Amsdell
is seeking money damages in excess of $25 million, as well as punitive damages
and declaratory and injunctive relief (including the imposition of a
constructive trust on assets of the Company in which Mr. Amsdell claims to have
a continuing interest) and an accounting. The first amended complaint also added
Messrs. Attea, Myszka, Rogers and Lannon as additional defendants. The parties
are currently involved in discovery. The Company intends to vigorously defend
the lawsuit. Messrs. Attea, Myszka, Rogers and Lannon have agreed to idemnify
the Company for any loss arising from the lawsuit. The Company believes that the
actual amount of Mr. Amsdell's recovery in this matter, if any, would be within
the ability of these individuals to provide idemnification. The Company does not
believe that the lawsuit will have a material adverse effect upon the Company.
Item 4. Submission of Matters to a Vote of Security Holders
a.) The date of the annual meeting was May 13, 1997.
- ------------------------- ------------------------------------------------
b.) Directors Votes For Votes Votes Abstentions Broker
Against Withheld Nonvotes
- --------------------------------------------------------------------------
Robert J. Attea 8,077,982 0 857,882 0 1,772,302
Kenneth F. Myszka 8,077,982 0 857,882 0 1,772,302
Charles E. Lannon 8,077,982 0 857,882 0 1,772,302
John E. Burns 8,077,982 0 857,882 0 1,772,302
Michael A. Elia 8,077,982 0 857,882 0 1,772,302
Anthony P. Gammie 8,077,982 0 857,882 0 1,772,302
- ------------------------- ------------------------------------------------
c.) Ratification of the appointment by the Board of Directors of Ernst & Young
as independent accountants to audit the accounts of the Company for the year
ending December 31, 1997
Votes for 8,898,457
Votes Against 11,876
Votes Withheld 0
Abstentions 25,536
Broker Nonvotes 1,772,302
Item 6. Exhibits and Reports on Form 8
None
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.
Sovran Self Storage, Inc.
August 14, 1997 By:__/S/ David L. Rogers________________________
Date David L. Rogers, Chief Operating Officer and Secretary