UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
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 0-12734
Stanford Telecommunications, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 94-2207636
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
1221 Crossman Avenue, Sunnyvale, CA 94089
-----------------------------------------
(Address of principal executives offices)
(Zip Code)
408/745-0818
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(Registrant's telephone number, including area code)
(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 CORPORATE USERS:
Indicate the number of outstanding shares of each of the issuer's
classes of common stock, as of the latest practical date.
6,391,977 as of October 18, 1996
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STANFORD TELECOMMUNICATIONS, INC.
CONDENSED FINANCIAL STATEMENTS
(Unaudited)
The condensed financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. 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 the disclosures which are made are
adequate to make the information presented not misleading. Further, the
condensed financial statements have been prepared in all material respects in
conformity with the standards of accounting measurement set forth in Accounting
Principles Board Opinion No. 28 and reflect, in the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position and results of operations as of and for
the periods indicated.
It is suggested that these condensed financial statements be read in conjunction
with the financial statements and the notes thereto included in the Stanford
Telecommunications, Inc. 1996 Annual Report.
The results of operations for the first six months of fiscal year 1997 ended
September 30, 1996 are not necessarily indicative of results to be expected for
the entire year ending March 31, 1997.
STANFORD TELECOMMUNICATIONS, INC.
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
(in thousands, except per share amount)
Three Months Ended Six Months Ended
September 30, September 30,
-------------------- --------------------
1996 1995 1996 1995
-------- -------- -------- --------
Revenues ....................... $ 41,058 $ 35,597 $ 81,901 $ 71,549
Cost of revenues ............... 30,889 28,215 62,883 58,091
-------- -------- -------- --------
Gross profit ............... 10,169 7,382 19,018 13,458
Expenses
Research and development ... 3,444 2,050 5,673 3,843
Marketing and administrative 4,105 3,239 8,127 5,898
-------- -------- -------- --------
Total expenses .......... 7,549 5,289 13,800 9,741
Operating income ............... 2,620 2,093 5,218 3,717
Interest income, net ........... 298 152 582 330
-------- -------- -------- --------
Income before income taxes ..... 2,918 2,245 5,800 4,047
Provision for income taxes ..... (1,007) (842) (2,001) (1,518)
-------- -------- -------- --------
Net income .............. $ 1,911 $ 1,403 $ 3,799 $ 2,529
======== ======== ======== ========
Weighted average common ........ 6,549 6,346 6,536 6,308
shares and equivalents
Net income per share ........... $ 0.29 $ 0.22 $ 0.58 $ 0.40
======== ======== ======== ========
See accompanying notes
STANFORD TELECOMMUNICATIONS, INC.
CONDENSED BALANCE SHEETS
(in thousands, except per share amount)
Sept. 30, March 31,
1996 1996
------- -------
(Unaudited)
ASSETS:
Current assets:
Cash and cash equivalents $ 9,442 $ 4,409
Short-term investments 16,982 14,127
Accounts receivable 23,730 22,018
Unbilled receivables 13,333 11,993
Inventories, net of related progress billings 10,744 18,702
Prepaid expenses 4,588 4,903
-------- --------
Total current assets 78,819 76,152
-------- --------
Property and equipment at cost:
Electronic test equipment 42,746 39,541
Furniture and fixtures 3,189 2,967
Leasehold improvements 3,704 3,657
-------- --------
49,639 46,165
Less: Accumulated depreciation and amortization (33,998) (31,665)
-------- --------
Net property and equipment 15,641 14,500
-------- --------
Other assets 388 296
-------- --------
$ 94,848 $ 90,948
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term obligations $ 75 $ 80
Accounts payable 5,360 6,097
Advance payments from customers 597 515
Accrued liabilities 9,959 10,044
Accrued and current deferred income taxes 3,004 2,921
-------- --------
Total current liabilities 18,995 19,657
-------- --------
Long-term obligations, less current maturities 53 85
-------- --------
Other long-term liabilities 948 986
-------- --------
Deferred income taxes 295 631
-------- --------
Shareholders' equity:
Common shares - par value $.01; 15,000 shares authorized
Outstanding - 6,391 shares at September 30, 1996 64 63
- 6,328 shares at March 31, 1996
Paid-in capital 39,537 38,369
Retained earnings 34,956 31,157
-------- --------
Total shareholders' equity 74,557 69,589
-------- --------
$ 94,848 $ 90,948
======== ========
<FN>
See accompanying notes.
</FN>
STANFORD TELECOMMUNICATIONS, INC.
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
Six Months Ended
September 30,
-----------------------
1996 1995
------ -----
Cash flows from operating activities:
Net income $ 3,799 $ 2,529
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 2,511 2,484
Issuances of stock to employees under bonus and award plans 56 57
Provision for losses on receivables and contracts 1,378 621
Loss on retirements of property and equipment 3 (12)
(Increase) decrease in assets:
Receivables billed and unbilled (3,246) 5,692
Inventories 6,774 (6,898)
Prepaid expenses and other assets 223 (3,885)
Increase (decrease) in liabilities:
Accounts payable, advance payments, and accrued expenses (740) (785)
Other long-term liabilities (38) (16)
Accrued and deferred income taxes (253) 904
-------- -------
Net cash provided by operating activities 10,467 691
-------- -------
Cash flows (used in) provided by investing activities:
Purchase of short-term investments (15,560) (1,952)
Proceeds from maturities of short-term investments 12,705 4,907
Purchase of property and equipment (3,654) (2,770)
Proceeds from sale of property and equipment -- 210
-------- -------
Net cash (used in) provided by investing activities (6,509) 395
-------- -------
Cash flows from financing activities:
Payments on capital lease obligations (37) (66)
Proceeds from transactions under stock plans 1,112 490
-------- -------
Net cash provided by financing activities 1,075 424
-------- -------
Net increase in cash and cash equivalents 5,033 1,510
Cash and cash equivalents at beginning of period 4,409 2,910
-------- -------
Cash and cash equivalents at end of period $ 9,442 $ 4,420
======== ========
<FN>
See accompanying notes.
</FN>
STANFORD TELECOMMUNICATIONS, INC.
Notes to Condensed Interim Financial Statements
(Unaudited)
September 30, 1996
1. Net income per share
Net income per share is computed using the weighted average number of
shares of common stock and common stock equivalents outstanding during the
periods. Common stock equivalents consist of the dilutive effect of
outstanding options to purchase common stock. Fully diluted net income per
share is substantially the same as reported net income per share.
2. Inventories
Inventories are stated at the lower of cost (first-in, first-out) or
market. Cost includes materials, labor and related indirect expenses.
General and administrative costs are only included in inventory for
government contracts, as such costs are reimbursed by the government.
The components of inventory are (in thousands):
September 30, 1996 March 31, 1996
------------------ --------------
Raw materials and supplies $ 197 $ 158
Work-in-progress 8,446 18,615
Finished goods 2,714 1,850
Allocated general and administrative costs 442 808
Less: progress billings (1,055) (2,729)
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$10,744 $18,702
======= =======
3. Capital Stock
On June 26, 1996, the Company's stockholders approved an amendment to
Article 4 of the Company's Certificate of Incorporation to increase the
number of authorized shares of common stock par value $0.01 per share
("common stock"), from 15,000,000 to 25,000,000. Approval of the amendment
gives the Company the power to cause a Certificate of Amendment to be filed
with the Delaware Secretary of State on or prior to June 30, 1997. However,
the Company shall not be obligated to file a Certificate of Amendment with
respect to the increase in the number of authorized shares at any specified
time or at all. As of September 30, 1996 a Certificate of Amendment to
increase the number of authorized shares has not been filed.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Overview
Since the Company's inception in 1973, revenues have been generated primarily
from sales to agencies of the U.S. Government, including the DoD, the U.S. Air
Force, Army and Navy, NASA and the FAA, or their prime contractors. Such
revenues are generated from many contracts including programs requiring
multi-year hardware and software development and limited production of products
and systems. The Company's contracts often require the design, production,
operation and maintenance of sophisticated equipment and systems and provision
of system integration services in the digital telecommunications and satellite
communications fields. A substantial portion of the digital telecommunications
and satellite communications research and development performed by the Company
since its inception has been funded by its customers and recorded as revenues by
the Company. Accordingly, the cost of performing this customer-funded research
and development is included in "Cost of Revenues" in the Company's financial
statements. The Company's government contracts are generally cost-reimbursement
plus profit or fixed-price contracts. The Company generally recognizes revenues
from its long-term government contracts on a percentage-of-completion basis, or
a unit shipped basis for production contracts.
Commencing in the late 1980's, the Company began to pursue commercial
opportunities utilizing its digital telecommunications technology developed and
enhanced by the Company since its inception. Commercial revenues have risen from
less than 6% of total revenues in fiscal year 1989 to approximately 46% of total
revenues in fiscal year 1996. Commercial revenues totaled $66.3 million during
fiscal year 1996. During the first six months of fiscal 1997, commercial
revenues amounted to approximately $39.3 million or 48% of total revenues
reported. The Company includes in commercial revenues sales of standard or
off-the-shelf products such as the digital interfaces for secure voice
transmissions or GPS simulators to any customers, including government
customers.
The Company's operating results have from time to time been adversely affected
by non-recoverable cost overruns on certain fixed-price contracts, primarily
fixed-price development contracts which have included significant software and
hardware development. The Company has instituted additional management controls
to more closely monitor its bidding process and costs incurred on fixed-price
development contracts, however, no assurance can be given that the Company will
not incur losses on future fixed-price contracts or additional losses on
existing contracts. The Company believes that development contracts are an
important element in maintaining its technological leadership position in
digital telecommunications. The Company plans to selectively bid on programs
where it would be the sole provider or its technology leadership provides a
competitive advantage. In addition, in order to position itself in the
commercial marketplace, the Company may selectively enter into contracts with
customers to deliver products where the Company will be funding a portion of the
development costs. As a result, the Company may incur losses on certain
fixed-price contracts. Such losses will be charged against results of operations
in the period when they first become known, typically near the initiation of the
contract and may have a material adverse effect on the Company's results of
operations.
Cautionary Statements
In the interest of providing the Company's shareholders and potential investors
with certain Company information, including management's assessment of the
Company's future potential, certain statements set forth herein contain or are
based on projections of revenue, income, earnings per share and other financial
items or relate to management's future plans and objectives or to the Company's
future economic performance. Such statements are "forward-looking statements"
within the meaning of Section 27A(i) of the Securities Act of 1933, as amended,
and in Section 21E(i) of the Securities Exchange Act of 1934, as amended.
Although any forward-looking statements contained herein or otherwise expressed
by or on behalf of the Company are to the knowledge and in the judgment of the
officers and directors of the Company, expected to prove true and to come to
pass, management is not able to predict the future with absolute certainty.
Accordingly, shareholders and potential investors are hereby cautioned that
certain events or circumstances could cause actual results to differ materially
from those projected or predicted herein. In addition, the forward-looking
statements herein are based on management's knowledge and judgment as of the
date hereof, and the Company does not intend to update any forward-looking
statements to reflect events occurring or circumstances existing hereafter.
For further information on the foregoing, reference is made to the Company's
Securities and Exchange Commission report on Form 10-K.
Quarterly Results
The following table presents the Company's financial results by quarter for
fiscal 1996 and the first two quarters of fiscal 1997. These quarterly financial
results are unaudited. In the opinion of management, however, they have been
prepared on the same basis as the audited financial information and include all
adjustments necessary for a fair presentation of the information set forth
therein. The operating results for any quarter are not necessarily indicative of
the results that may be expected for any future period.
Quarter Ended
Statement of Operations Data
(in thousands, except per share data)
Fiscal 1996 Fiscal 1997
-------------------------------------------- ---------------------
June 30 Sept. 30 Dec. 31 Mar. 31 June 30 Sept. 30
-------- -------- -------- -------- -------- --------
Revenues .................... $ 35,952 $ 35,597 $ 36,384 $ 37,168 $ 40,843 $ 41,058
Cost of revenues ............ 29,876 28,215 28,922 29,001 31,993 30,889
-------- -------- -------- -------- -------- --------
Gross profit ............... 6,076 7,382 7,462 8,167 8,850 10,169
-------- -------- -------- -------- -------- --------
Expenses:
Research and development ... 1,793 2,050 2,046 2,541 2,229 3,444
Marketing and administrative 2,659 3,239 3,104 3,211 4,022 4,105
-------- -------- -------- -------- -------- --------
Total expenses ........... 4,452 5,289 5,150 5,752 6,251 7,549
Operating income ............ 1,624 2,093 2,312 2,415 2,599 2,620
Interest income, net ........ 178 152 164 345 284 298
-------- -------- -------- -------- -------- --------
Income before provision for . 1,802 2,245 2,476 2,760 2,883 2,918
income taxes
Provision for income taxes .. (676) (842) (863) (729) (995) (1,007)
-------- -------- -------- -------- -------- --------
Net income ............. $ 1,126 $ 1,403 $ 1,613 $ 2,031 $ 1,888 $ 1,911
======== ======== ======== ======== ======== ========
Net income per share ........ $ 0.18 $ 0.22 $ 0.25 $ 0.32 $ 0.29 $ 0.29
======== ======== ======== ======== ======== ========
Weighted average common
shares and equivalents ..... 6,272 6,346 6,361 6,409 6,524 6,549
The Company's revenues and results of operations are subject to fluctuation from
period to period. Factors that could cause the Company's revenues and operating
results to vary from period to period include: underestimating costs on
fixed-price contracts particularly for software and hardware development;
timing, bidding activity and delivery of significant contracts and orders;
termination of contracts; mix of products and systems sold, and services
provided; historically reduced levels of operation during the holidays which
occur primarily in the Company's third fiscal quarter; disruptions in delivery
of components or subsystems; regulatory developments; and general economic
conditions. Revenues have generally increased on a quarterly basis since fiscal
year 1994 as a result of increasing commercial activities during the past three
years. Revenues are generally lower during the third fiscal quarter ending
December 31 because the Company reduces operations during the holiday period,
and it expects to continue to reduce activities in future holiday periods.
Research and development expenses include both research and development costs as
well as bid and proposal expenses. Bid and proposal expenses vary significantly
from period to period based on the number of proposals being prepared at any
time. These requests for proposals are not received evenly during the year or in
any predictable pattern.
Comparison of the Second Quarter Ended September 30, 1996 and 1995
Revenues. Revenues for the second quarter of fiscal 1997 increased by 15% to
$41.1 million from the second quarter of the previous fiscal year. The increase
was attributable to growth in both commercial and government contracts.
Commercial revenues during the second quarter of fiscal 1997 increased to
approximately $20.1 million from approximately $16.6 million achieved during the
second quarter of fiscal 1996. During the second quarter of fiscal 1997, the
Company recognized approximately $10.3 million in revenues from its commercial
contract manufacturing services and approximately $5.0 million from sales of
commercial telecommunication chip and board level products, up from $7.4 million
and $3.4 million, respectively, achieved during the second quarter of fiscal
1996. Revenues recognized on government contracts increased approximately $2.0
million from the comparable quarter of the previous fiscal year.
Cost of Revenues. Cost of revenues were $30.9 million and $28.2 million for the
second quarter of fiscal 1997 and 1996, respectively, representing a 9%
increase. The increase during the second quarter of fiscal 1997 was the result
of the recognition of costs on a higher revenue base. Higher margin commercial
sales comprised a larger proportion of total revenues and cost of revenues
during the second quarter of fiscal 1997 compared to the second quarter of
fiscal 1996. In addition, the Company experienced fewer low or no margin
contracts during the second quarter of fiscal 1997 as compared to the second
quarter of the previous fiscal year.
Research and Development. During recent quarters, the Company has focused its
available research and development funds on the development of commercial
products. Research and development expenses, including bid and proposal expenses
were $3.4 million and $2.1 million during the second quarter of fiscal 1997 and
1996, respectively. Excluding bid and proposal expenses, the Company's research
and development expenses applied to the development of its products were $2.7
million and $0.9 million during the second quarter of fiscal 1997 and 1996,
respectively. Bid and proposal expenses are largely the initial advanced
technology development efforts directed toward a specific product or technical
task for which the Company must show technical viability. The Company expects
research and development expenses to increase in the future as it pursues
additional commercial activities.
Marketing and Administrative. Marketing and Administrative expenses were $4.1
million and $3.2 million for the second quarter of fiscal 1997 and 1996,
respectively. This increase is primarily a result of personnel additions to its
technical marketing staff, its executive staff as well as increased marketing
expenses in pursuit of commercial opportunities and increased commissions paid
resulting from growth in its commercial sales.
Operating Income. Operating income was $2.6 million and $2.1 million for the
second quarter of fiscal 1997 and 1996, respectively. The increase in operating
income during the second quarter of fiscal 1997 was primarily attributable to
higher gross margins on an expanded revenue base.
Interest Income. Interest income for the second quarter of fiscal 1997 was $298
thousand versus $152 thousand for the second quarter of the previous fiscal
year. The increase in interest income is primarily a result of the Company
increasing its net cash provided by operating activities and investing that cash
in short-term investments.
Provision for Income Taxes. Provision for income taxes was $1.0 million and $0.8
million for the second quarter of fiscal years 1997 and 1996, respectively. This
represents a provisional tax rate of 34.5% and 37.5% for the second quarter of
fiscal 1997 and 1996, respectively.
Comparison of Six Months Ended September 30, 1996 and 1995
Revenues. Revenues were $81.9 million and $71.5 million for the six months ended
September 30, 1996 and 1995, respectively, representing an increase of 14%.
Commercial revenues during the first half of fiscal 1997 totaled $39.3 million,
an increase of 23% from commercial revenues of $31.9 recorded during the first
six months of fiscal 1996. Government revenues grew from $39.6 million during
the first half of fiscal 1996 to $42.6 million for the six month period ending
September 30, 1996. During the first six months of fiscal 1997, revenues from
the Company's commercial contract manufacturing services totaled $21.6 million
up from $13.4 million recorded for the first half of fiscal 1996. Revenues from
the sale of commercial telecommunication chip and board level products totaled
$9.5 million for the first six months of fiscal 1997, up from $6.5 million
achieved during the first half of the previous fiscal year.
Cost of Revenues. Cost of revenues were $62.9 million and $58.1 million for the
first half of fiscal 1997 and 1996, respectively, representing an 8% increase.
The increase during the first half of fiscal 1997 was a result of the
recognition of costs on a higher revenue base. Higher margin commercial sales
comprised a larger proportion of total revenues and cost of revenues during the
first six months of fiscal 1997 compared to the first six month of the previous
fiscal year. In addition, the Company experienced fewer low or no margin
contracts during the first half of fiscal 1997 as compared to the first half of
fiscal 1996.
Research and Development. Research and development expenses, including bid and
proposal expenses were $5.7 million and $3.8 million for the first half of
fiscal 1997 and 1996, respectively, representing an increase of 48%. Excluding
bid and proposal expenses, the Company's research and development expenses
applied to the development of products such as satellite telephony systems,
wireless broadband communications, cable high speed modems and wireless
telephony were $4.5 million and $1.8 million for the first six months of fiscal
1997 and 1996, respectively.
Marketing and Administrative. Marketing and administrative expenses were $8.1
million and $5.9 million for the first six months of fiscal 1997 and 1996,
respectively, representing an increase of 38%. This increase is primarily a
result of personnel additions to its technical marketing staff, its executive
staff, increased marketing expenses in pursuit of commercial opportunities and
increased commissions paid resulting from growth in its commercial sales.
Operating Income. Operating income was $5.2 million and $3.7 million for the
first half of fiscal 1997 and 1996, respectively. The increase in operating
income during the first half of fiscal 1997 was primarily attributable to higher
gross margins on an expanded revenue base.
Interest Income. Interest income for the first half of fiscal 1997 was $582
thousand versus $330 thousand for the first half of the previous fiscal year.
The increase in interest income is primarily a result of the Company increasing
its net cash provided by operating activities and investing that cash in
interest bearing short-term investments.
Provision for Income Taxes. Provision for income taxes was $2.0 million and $1.5
million for the first six months of fiscal 1997 and 1996, respectively. This
represents a provisional tax rate of 34.5% and 37.5% for the first half of
fiscal 1997 and 1996, respectively.
Booking and Backlog
Funded bookings were $38.2 million and $41.1 million for the second quarter of
fiscal 1997 and 1996, respectively, and $79.3 million and $79.8 million for the
six months ended September 30, 1996 and 1995, respectively. Bookings were
derived from both the Company's commercial operations as well as its government
business sectors. At the end of the second quarter of fiscal 1997 and 1996,
backlog stood at $79.8 million and $80.7 million, respectively.
Liquidity and Capital Resources
Working capital increased from $50.6 million to $59.8 million at September 30,
1995 and 1996, respectively, and increased by $3.3 million from the end of
fiscal 1996.
Net cash provided by operating activities for the first six months of fiscal
1997 ended September 30, 1996 was $10.5 million. During the first two quarters
of fiscal 1997, the Company realized net income of $3.8 million, decreased its
inventories by $6.8 million and increased its billed and unbilled receivables by
$3.2 million. Net cash provided by operating activities for the first six months
of fiscal 1996 ended September 30, 1995 was $.7 million. During the first half
of fiscal 1996, the Company realized net income of $2.5 million, increased its
inventories by $6.9 million, increased prepaid expenses by $3.9 million and
decreased its billed and unbilled receivables by $5.7 million.
The Company utilized its cash for the purchase of property and equipment
totaling $3.7 million and $2.8 million during the first half of fiscal 1997 and
1996, respectively. The Company has a bank credit commitment of $15.0 million
which it can utilize to augment cash flow need and to secure standby letters of
credit. Available borrowings under this line at September 30, 1996 were $15.0
million. Under this line of credit the Company must maintain certain financial
covenants, including a covenant prohibiting the Company from incurring a
quarterly loss in any two consecutive quarters. The Company was in compliance
with all covenants throughout the first six months of fiscal 1997. The credit
agreement expires on December 19, 1996. At September 30, 1996, the Company's
long-term obligations (including current maturities) and other long-term
liabilities totaled approximately $1.0 million. At September 30, 1996, cash and
cash equivalents of $9.4 million were substantially held in money market
accounts, and short term investments of $17.0 million were held in U.S. treasury
instruments with maturities not exceeding 365 days.
The Company believes that its current cash position, funds generated from
operations and funds available from its existing bank credit agreement, will be
adequate to meet the Company's requirements for working capital, capital
expenditures and debt service for the next several fiscal quarters.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No current Reports on Form 8-K were filed with the Securities and Exchange
Commission during the period covered by this Form 10-Q.
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.
Stanford Telecommunications, Inc.
(Registrant)
/s/ Gary Wolf
- ---------------------------------------------
Gary Wolf
Vice-President and Chief Financial Officer
(Principal Financial and Accounting Officer)
November 8, 1996