UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 September 30, 1997
OR
( ) 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: 1-13858
BT OFFICE PRODUCTS INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-3245865
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(State of incorporation or organization) (IRS Employer Identification No.)
2150 E. Lake Cook Road
Buffalo Grove, Illinois 60089-1877
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(Address of principal executive offices) (Zip Code)
(847) 793-7500
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(Registrant's telephone number, including area code)
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 _____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:
Class of Common Stock Shares Outstanding as of November 12, 1997
- ------------------------------------- ------------------------------------------
Common stock, par value $.01 per share 33,471,000
BT Office Products International, Inc.
Quarterly Report on Form 10-Q
For the Quarter Ended September 30, 1997
Index of Information Included in Report
Page
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Operations 4
Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 9
Part II. Other Information 12
-2-
Part I. Financial Information
BT Office Products International, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands)
September 30 December 31
1997 1996
----------- -----------
Assets
Current assets:
Cash and cash equivalents $ 12,046 $ 20,163
Accounts receivable, less allowances of
$6,597 in 1997 and $4,915 in 1996 216,547 203,629
Other receivables 24,163 22,197
Inventories 113,743 119,370
Other current assets 26,241 26,647
---------- -----------
Total current assets 392,740 392,006
Other assets 29,154 29,045
Property, plant and equipment 142,017 129,898
Accumulated depreciation and amortization 60,780 51,483
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Net property, plant and equipment 81,237 78,415
Intangibles, net of accumulated amortization of
$51,089 in 1997 and $43,834 in 1996 224,537 243,353
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Total assets $ 727,668 $ 742,819
========== ===========
Liabilities and Stockholders' Equity
Current liabilities:
Notes payable $ 28,067 $ 41,207
Accounts payable 132,820 123,306
Other current liabilities 69,140 73,548
---------- -----------
Total current liabilities 230,027 238,061
Long-term obligations 213,479 219,702
Other liabilities 14,592 16,404
Commitments and contingencies
Stockholders' equity:
Common stock 335 335
Additional paid-in capital 270,132 270,132
Retained earnings (deficit) 11,842 (118)
Cumulative translation adjustments (12,739) (1,697)
---------- -----------
Total stockholders' equity 269,570 268,652
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Total liabilities and stockholders' equity $ 727,668 $ 742,819
========== ===========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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BT Office Products International, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share amounts)
Three months ended Nine months ended
September 30 September 30
--------------------------- -----------------------------
1997 1996 1997 1996
------------ ------------ ------------- -------------
Net sales $ 393,182 $ 354,871 $ 1,185,412 $ 1,036,584
Cost and expenses:
Costs of products sold 284,410 253,415 848,640 739,026
Selling and administrative expenses 94,614 87,593 284,988 252,480
Depreciation and amortization 3,801 3,639 11,876 9,840
Amortization of intangibles 2,618 2,545 7,920 7,402
------------ ----------- ------------- -------------
385,443 347,192 1,153,424 1,008,748
Operating income 7,739 7,679 31,988 27,836
Other income (expense):
Interest income and other 841 675 2,150 1,224
Interest expense (4,051) (3,349) (11,991) (8,931)
------------ ------------ ------------- -------------
(3,210) (2,674) (9,841) (7,707)
------------ ------------ ------------- -------------
Income before income taxes 4,529 5,005 22,147 20,129
Income tax expense 1,912 2,350 10,187 9,458
------------ ------------ ------------- -------------
Net income $ 2,617 $ 2,655 $ 11,960 $ 10,671
============ ============ ============= =============
Net income per share $ 0.08 $ 0.08 $ 0.36 $ 0.32
============ ============ ============= =============
Weighted-average number of
common and common
equivalent shares 33,596 33,578 33,513 33,759
============ ============ ============= =============
<FN>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
</FN>
-4-
BT Office Products International, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
Nine months ended September 30
-------------------------------------
1997 1996
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Operating Activities
Net income $ 11,960 $ 10,671
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation and amortization 13,153 11,126
Amortization of intangibles 7,920 7,402
Other 2,842 1,515
Changes in operating assets and liabilities,
net of effects of business acquisitions:
Receivables (20,515) (6,096)
Inventories 2,099 (3,505)
Other current assets (749) (5,806)
Accounts payable and other current liabilities 7,534 2,876
-------------- ---------------
Net cash provided by operating activities 24,244 18,183
Investing activities
Purchases of property, plant and equipment (18,815) (17,869)
Acquisitions of businesses, less cash acquired (7,648) (44,046)
Other (946) (793)
-------------- ---------------
Net cash used for investing activities (27,409) (62,708)
Financing activities
Net repayments of notes payable (4,446) (1,362)
Net (repayments) borrowings under long-term obligations (84) 44,993
Proceeds from stock options exercised - 224
-------------- ---------------
Net cash provided by (used for) financing activities (4,530) 43,855
Effect of exchange rate changes on cash and cash equivalents (422) (68)
-------------- ---------------
Net decrease in cash and cash equivalents (8,117) (738)
Cash and cash equivalents at beginning of period 20,163 7,568
--------------- ---------------
Cash and cash equivalents at end of period $ 12,046 $ 6,830
=============== ===============
<FN>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
</FN>
-5-
BT Office Products International, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Formation and Basis of Presentation
Prior to June 30, 1995, BT Office Products International, Inc. was a holding
company (the "Holding Company"), which owned and operated the U.S. office
products distribution business of N.V. Koninklijke KNP BT ("KNP BT") as well as
certain other KNP BT businesses which were unrelated to the U.S. office products
distribution business. On June 30, 1995, KNP BT and BT Office Products
International, Inc. effected a series of transactions (collectively, the
"Corporate Reorganization") in order to reorganize the legal ownership of
various of their businesses and to recapitalize the ongoing office products
distribution business which now constitutes the "Company."
The Corporate Reorganization included, among other things: (1) KNP BT's
contribution of the net assets of its European office products businesses and
one U.S. business to the Company, (2) the transfer of the Holding Company's
unrelated businesses to KNP BT, (3) a capital contribution of $118.0 million in
the form of an exchange of indebtedness of the Holding Company under interest
bearing advances by KNP BT for shares of common stock, (4) a stock split which
resulted in 23,400,000 shares issued and outstanding, and (5) the execution of
various agreements related to income tax matters, financing arrangements, and
shared services.
In July 1995, the Company completed the sale of 10 million shares of common
stock, at a price of $11.50 per share, in an initial public offering (the
"Offering"). After the Offering, KNP BT beneficially owned approximately 70% of
the Company's outstanding common stock.
The accompanying unaudited condensed consolidated financial statements present
information in accordance with generally accepted accounting principles for
interim financial information and applicable rules of Regulation S-X.
Accordingly, they do not include all information or footnotes required by
generally accepted accounting principles for complete financial statements.
Management believes the financial statements include all normal accrual
adjustments necessary for a fair presentation. Operating results for the three
month and nine month periods ended September 30, 1997 do not necessarily reflect
the results that may be expected for the full year. For further information,
refer to the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996.
Certain amounts in the 1996 financial statements have been reclassified to
conform to the 1997 financial statement presentation.
2. Business Acquisitions
In December 1996, the Company acquired the Vinborgen I Boras AB group of
companies ("Bjorsell"), an office products distributor in Sweden, in a purchase
transaction for approximately $41.5 million in cash, subject to adjustment as
provided in the purchase agreement. The transaction resulted in goodwill of
$30.5 million.
-6-
2. Business Acquisitions (Continued)
On December 31, 1996, the Company acquired Kuipers Centrum voor
Kantoorefficiency B.V. ("Kuipers"), an office products distributor in The
Netherlands, in a purchase transaction for approximately $22.0 million in cash,
subject to adjustment as provided in the purchase agreement. The transaction
resulted in goodwill of $15.4 million.
In July 1996, the Company acquired the two businesses comprising the Keller &
Roth Group, office products distributors in Germany, in a purchase transaction
for approximately $11.5 million in cash and the issuance of $3.2 million of
notes payable. The transaction resulted in goodwill of $11.1 million.
In July 1996, the Company assumed control of bax Burosysteme
Vertriebsgesellschaft mbH ("Bax"), an indirect wholly-owned subsidiary of KNP
BT. In October 1996, the Company completed the acquisition of Bax, an office
equipment distributor in Germany, by acquiring the shares of Bax from KNP BT for
approximately $9.8 million in cash. The excess purchase price over the net book
value of $3.6 million was charged to additional paid-in capital.
In addition, the Company acquired four other significant office products
businesses in the U.S., of which three were effective on January 1, 1996 and one
was effective on March 1, 1996, in purchase transactions for aggregate
consideration of $26.7 million, which included $25.9 million of cash and the
issuance of $0.8 million of notes payable. These transactions resulted in
goodwill of $22.9 million.
The pro forma unaudited results of operations for the nine month period ended
September 30, 1996, assuming the above-described acquisitions had been
consummated as of January 1, 1996 and translated at historical rates, are as
follows (in thousands, except per share amounts):
Nine months ended
September 30, 1996
-------------------
Sales $ 1,174,408
Net income 11,556
Net income per share 0.34
Weighted-average number of
common and common equivalent
shares 33,759
The Company also acquired other smaller office products and furniture businesses
in 1997 and 1996. These acquisitions did not have a significant impact on the
consolidated operating results for the nine month periods ended September 30,
1997 and 1996.
3. Long-term Obligations
On August 2, 1996, the Company entered into a five-year, non-amortizing, $250
million syndicated bank Competitive Advance and Revolving Credit Facility
Agreement (the "Bank Credit Agreement"). The Bank Credit Agreement, as amended
in December 1996 and May 1997, contains various loan covenants calculated
quarterly including a maximum leverage ratio based on total debt to pro forma
EBITDA (3.75 to 1 for each of the four quarter rolling periods ending on or
before March 31, 1998, and reducing to 3.25 to 1 in subsequent quarters), a
minimum EBITDA less capital expenditures to interest ratio, and a minimum net
worth requirement. In addition, under a change of control clause, an event of
default would occur if any person or group, other than KNP BT or its affiliates,
shall own more than 50% of the voting shares of the Company.
The Company also has a commitment of 70 million Netherlands Guilders
(approximately $35 million) available under its credit facility with an
affiliate of KNP BT, as modified (the "Affiliate Credit Agreement"), which
commitment is available through KNP BT Europcenter N.V. ("Europcenter") for
borrowings to be used for working capital needs and general corporate purposes,
including acquisitions, by the Company's European operations. Effective June
1997, the maturity date under the Affiliate Credit Agreement was extended to
July 1999 and certain of the Company's European subsidiaries committed to lend
funds representing positive balances in certain cash management accounts of up
to 20 million Netherland Guilders to Europcenter.
-7-
In June 1997, the Company entered into revolving lines of credit providing an
aggregate of $22.5 million to fund the Company's U.S. cash management
requirements. Amounts outstanding under such lines are payable on demand. Such
lines replaced the $15 million cash management facility formerly available under
the Affiliate Credit Agreement through KNP BT Finance (USA) Inc., an affiliate
of KNP BT. Effective June 1997, the Company also entered into a new cash
management agreement pursuant to which it in turn provides cash management
services to its U.S. divisions and subsidiaries and certain U.S. affiliates of
KNP BT.
4. Per Share Data
Net income per share is calculated by dividing net income by the
weighted-average number of common shares outstanding, adjusted for dilutive
common share equivalents attributed to outstanding options to purchase common
stock, if applicable.
5. Contingencies
The Company is involved in various legal actions arising in the normal course of
business. Management, after taking into consideration legal counsel's evaluation
of such actions, is of the opinion that the ultimate resolution of these matters
over and above previously established accruals will not have a material adverse
effect on the financial position, net cash flows or results of operations of the
Company.
6. Income Taxes
The difference between the effective income tax rate and the U.S. statutory tax
rate is primarily due to the effects of foreign and state income taxes and
non-deductible goodwill amortization.
In 1996, the Company acquired the outstanding shares of Bax. Bax had
approximately $64.0 million of net operating loss carryovers available at
September 30, 1997. A valuation allowance has been recorded against the deferred
tax asset relating to the tax net operating losses as a result of the
uncertainty of ultimate utilization.
-8-
BT Office Products International, Inc.
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Results of Operations
Net sales increased to $393.2 million in the third quarter of 1997 from $354.9
million in the comparable period last year, an increase of $38.3 million or
10.8%. The incremental impact of the Company's 1996 acquisitions accounted for
9.5% of the third quarter sales growth. Sales at the Company's existing
locations increased 4.8%, while foreign currency depreciation against the U.S.
dollar lowered sales by 3.5%. Net sales increased to $1,185.4 million in the
first nine months of 1997 from $1,036.6 million in the comparable period last
year, an increase of $148.8 million or 14.4%. The incremental impact of the
Company's 1996 acquisitions accounted for 12.5% of the sales growth in the first
nine months of 1997. Sales at the Company's existing locations accounted for
4.5%, while foreign currency depreciation against the U.S. dollar lowered sales
by 2.6%.
Net sales in the United States increased to $283.3 million in the third quarter
of 1997 from $276.2 million in the comparable period last year, an increase of
$7.1 million or 2.6%. Net sales in the United States increased to $850.5 million
in the first nine months of 1997 from $806.9 million in the comparable period
last year, an increase of $43.4 million or 5.4%. Sales at the Company's existing
locations grew 2.6% in the third quarter and 4.7% over the first nine months of
1997. The incremental impact of the Company's 1996 U.S. acquisitions, which
occurred in the first quarter of 1996, accounted for the remaining 0.7% of the
growth in the nine months ended September 30, 1997. The Company believes the
principal factors contributing to our internal growth were increased sales to
existing and new accounts and "add-on" acquisitions. Net sales in the United
States were negatively impacted by the softness in certain U.S. markets and
lower paper prices.
Net sales in Europe increased to $109.9 million in the third quarter of 1997
from $78.7 million in the comparable period last year, an increase of $31.2
million or 39.6%. Net sales in Europe increased to $334.9 million in the first
nine months of 1997 from $229.7 million in the comparable period last year, an
increase of $105.2 million or 45.8%. The incremental impact of the Company's
1996 acquisitions accounted for 43.0% and 53.7% of the European sales growth in
the third quarter and first nine months of 1997, respectively. Excluding the
effects of foreign currency depreciation against the U.S. dollar of 15.7% and
12.0%, sales growth at existing locations totaled 12.4% and 4.1% for the third
quarter and nine months ended September 30, 1997, respectively, compared to the
same periods last year. Most of the European sales growth experienced in the
third quarter was in Germany, principally as a result of two strategic add-on
acquisitions in the German market during the third quarter of 1997. The Company
believes that the internal growth continues to be negatively effected by the
continued softness in the German economy, where approximately 50% of the
Company's European sales originate.
Gross profit as a percentage of net sales was 27.7% in the third quarter of 1997
as compared to 28.6% in the comparable period last year. Gross profit as a
percentage of net sales was 28.4% for the first nine months of 1997 and 28.7%
for the comparable period last year. The decrease in the gross profit percentage
for both periods was attributable primarily to highly competitive market
conditions resulting in lower product margins particularly on paper and contract
furniture in the U.S., a shift in product mix in Europe, and a higher LIFO
charge associated with inventory cost increases in the United States.
Selling and administrative expenses as a percentage of net sales were 24.1% in
the third quarter of 1997 as compared to 24.7% in the comparable period last
year. Selling and administrative expenses as a percentage of net sales were
24.0% in the first nine months of 1997 as compared to 24.4% in the comparable
period last year. The current quarter includes a $2.0 million charge related
principally to the replacement of the former president and CEO and staff
reductions associated with the decision to outsource the print services in New
York. Excluding this charge, selling and administrative expenses as a percentage
of net sales would have been 23.6% and 23.9% for the three and nine month
periods ending September 30, 1997, respectively. The decreases in the third
quarter and first nine months were attributable to a higher U.S. sales level
with a relatively fixed administrative expense base, offset slightly by lower
selling prices on paper and related products in the United States and the
relative impact of higher operating expenses expressed as a percentage of net
sales from European operations.
-9-
Operating income as a percentage of net sales was 2.0% in the third quarter of
1997 as compared to 2.2% in the comparable period last year, but remained
consistent with the first nine months of 1996 at 2.7% for the first nine months
of 1997. In the U.S., operating income as a percentage of net sales in the third
quarter of 1997 and 1996 was 2.5%. For the first nine months of 1997, operating
income as a percentage of net sales in the United States of 3.3% exceeded the
3.1% of the comparable period last year. Operating income as a percentage of net
sales in Europe was 0.6% in the third quarter of 1997 as compared to 0.9% in the
comparable period last year, but remained consistent with the first nine months
of 1996 at 1.3% in the first nine months of 1997. The growth in operating income
reflects the effects of the Company's 1996 European acquisitions, which were
accretive to earnings, and cost containment as the Company rationalizes existing
operations and integrates acquisitions.
Interest expense, including affiliated interest expense, increased to $4.1
million in the third quarter of 1997 from $3.4 million in the comparable period
last year. Interest expense, including affiliated interest expense, increased to
$12.0 million in the first nine months of 1997 from $8.9 million in the
comparable period last year. The increases in the third quarter and the first
nine months were attributable to interest expense on debt associated with the
new acquisitions and capital investments in 1997 and 1996.
Net income decreased to $2.6 million in the third quarter of 1997 from $2.7
million in the comparable period last year. Net income increased to $11.9
million in the first nine months of 1997 from $10.7 million in the comparable
period last year. Net income during the third quarter includes a charge
associated with personnel reductions totaling $2.0 million. Excluding this
pretax charge, net income for the third quarter would have been $3.8 million or
$.11 per share. Increased operating income at existing operations, acquisitions,
and a lower effective tax rate were offset slightly by higher interest costs.
The effective income tax rate was approximately 46% for the first nine months of
1997 and 47% for the comparable period of 1996.
Liquidity and Capital Resources
Cash provided by operating activities in the first nine months of 1997 of $24.2
million was the result of $35.9 million of net income, depreciation,
amortization and other non-cash items offset by $11.7 million of net increases
in working capital mostly in accounts receivable. Significant cash requirements
in the first nine months of 1997 included $18.8 million for capital
expenditures, $7.6 million related to acquisitions of businesses and $4.5
million for net repayments of notes payable and long-term obligations.
On August 2, 1996, the Company entered into the five-year, non-amortizing, $250
million syndicated Bank Credit Agreement. The Bank Credit Agreement was used to
pay down existing debt owed to affiliates of the Company and is being used for
working capital needs and general corporate purposes, including acquisitions.
Total borrowings under the Bank Credit Agreement at September 30, 1997 were
$182.6 million. The most restrictive covenant in the Bank Credit Agreement
currently limits, and may in the future limit, the Company's ability to fully
utilize the available capacity remaining under the Bank Credit Agreement and
other credit facilities of the Company.
The Company believes that internally generated funds and borrowings under its
credit agreements will be sufficient to meet its presently anticipated cash
requirements for capital expenditures and working capital. The Company continues
to actively pursue acquiring established quality office products distributors in
the U.S. and Europe as an integral part of its long term strategy. The Company
anticipates significant future acquisition funding, to the extent required, will
necessitate obtaining additional debt and/or equity capital resources. The
Company continues to examine and evaluate several alternatives.
-10-
Other
In June 1996, the Financial Accounting Standards Board ("FASB") issued Statement
No. 125 ("SFAS 125"), "Accounting for Transfers and Services of Financial Assets
and Extinguishments of Liabilities", which requires an entity to recognize the
financial and servicing assets it controls and the liabilities it has incurred
and to derecognize financial assets when control has been surrendered in
accordance with the criteria provided in SFAS 125. The Company is in the
process of determining the impact of SFAS 125 on the financial statements.
In February 1997, the FASB issued Statement No. 128 ("SFAS 128"), "Earnings per
Share," which specifies the computation, presentation, and disclosure
requirements for earnings per share. SFAS 128, which is effective for periods
ending after December 15, 1997, is not expected to have a significant impact on
the Company's reported basic and diluted earnings per share.
In June 1997, the FASB issued Statement No. 130 ("SFAS 130"), "Reporting
Comprehensive Income" which establishes standards for reporting and display of
comprehensive income and its components. SFAS 130, which is effective for
financial statement periods beginning after December 15, 1997, is not expected
to have a significant impact on the Company's financial statement disclosures.
Also in June 1997, the FASB issued Statement No. 131 ("SFAS 131"), "Disclosure
about Segments of an Enterprise and Related Information" which requires the
reporting of selected segment information quarterly and entity-wide disclosures
about products and services, major customers, and the material countries in
which the entity holds assets and reports revenues. The Company intends to make
appropriate disclosures upon adoption of SFAS 131, which is effective for
financial statement periods beginning after December 15, 1997.
Forward Looking Statements
Various statements made within this Management's Discussion and Analysis of
Financial Condition and Results of Operations and elsewhere in this Quarterly
Report on Form 10-Q constitute "forward looking statements" for purposes of the
Securities and Exchange Commission's "safe harbor" provisions under the Private
Securities Litigation Reform Act of 1995 and Rule 3b-6 under the Securities
Exchange Act of 1934, as amended. Investors are cautioned that all forward
looking statements involve risks and uncertainties, including those detailed in
the Company's filings with the Securities and Exchange Commission. There can be
no assurance that actual results will not differ from the Company's
expectations. Factors which could cause materially different results include,
among others, uncertainties related to the introduction of the Company's
products and services; the successful completion and integration of
acquisitions; and competitive and general economic conditions.
-11-
Part II. Other Information
BT Office Products International, Inc.
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Credit Agreement by and among the Company, the European
Subsidiaries from time to time party thereto, and KNP BT
Europcenter N.V.
10.2 Amended and Restated Cash Management Agreement
10.3 Employment Agreement for Richard C. Dubin
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None.
-12-
BT Office Products International, Inc.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BT OFFICE PRODUCTS INTERNATIONAL, INC.
/s/ Francis J. Leonard
--------------------------------------------------------
Francis J. Leonard
Vice President-Finance and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)
Date: November 13, 1997
-13-
BT OFFICE PRODUCTS INTERNATIONAL, INC.
INDEX TO EXHIBITS
Filed with the Quarterly Report on Form 10-Q for the Quarterly
Period Ended September 30, 1997
Exhibit No. Description
10.1 Credit Agreement by and among the Company,the
European Subsidiaries from time to time party
thereto, and KNP BT Europcenter N.V.
10.2 Amended and Restated Cash Management Agreement
10.3 Employment Agreement for Richard C. Dubin
27.1 Financial Data Schedule