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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-Q
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 31, 1997
[ ] 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 0-22378
MOVADO GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 13-2595932
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
125 CHUBB AVENUE, LYNDHURST, NEW JERSEY 07071
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (201) 460-4800
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 practicable date.
As of August 29, 1997 the Registrant had 3,198,497 shares of Class A Common
Stock, par value $0.01 per share, outstanding and 4,347,827 shares of Common
Stock, par value $0.01 per share, outstanding.
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MOVADO GROUP, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
JULY 31, 1997
PAGE
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PART I FINANCIAL INFORMATION
Item 1. Consolidated Balance Sheets at July 31, 1997, January 31, 1997 and
July 31, 1996...................................................... 3
Consolidated Statements of Income for the six months ended July 31,
1997 and 1996 and the three months ended July 31, 1997 and 1996.... 4
Consolidated Statements of Cash Flows for the six months ended July
31, 1997 and 1996.................................................. 5
Notes to Consolidated Financial Statements........................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.............................................. 7
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.................. 11
Item 6. Exhibits and Reports on Form 8-K..................................... 11
Signatures................................................................................ 12
Exhibit Index............................................................................. 13
2
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PART 1 -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MOVADO GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
JULY 31, JANUARY 31, JULY 31,
1997 1997 1996
-------- ----------- --------
ASSETS
Current assets:
Cash..................................................... $ 1,493 $ 4,885 $ 1,603
Trade receivables, net................................... 89,549 75,688 79,299
Inventories.............................................. 105,819 87,177 108,563
Other.................................................... 22,698 16,914 16,364
-------- -------- --------
Total current assets............................. 219,559 184,664 205,829
-------- -------- --------
Plant, property and equipment, net......................... 16,738 15,066 13,230
Other assets............................................... 10,005 8,713 8,531
-------- -------- --------
$246,302 $ 208,443 $227,590
======== ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Loans payable to banks................................... $ 47,605 $ 7,778 $ 34,754
Current portion of long-term debt........................ 5,000 5,000 --
Accounts payable......................................... 21,822 25,297 19,243
Accrued liabilities...................................... 18,543 13,188 11,737
Deferred and current taxes payable....................... 6,615 6,711 7,517
-------- -------- --------
Total current liabilities........................ 99,585 57,974 73,251
-------- -------- --------
Long-term debt............................................. 40,000 40,000 40,000
Deferred and non-current foreign income taxes.............. 3,368 3,477 3,424
Other liabilities.......................................... 2,944 3,122 3,145
Shareholders' equity:
Preferred Stock, $0.01 par value, 5,000,000 shares
authorized; no shares issued.......................... -- -- --
Common Stock, $0.01 par value, 20,000,000 shares
authorized; 6,508,618, 6,459,761 and 6,428,122 shares
issued, respectively.................................. 65 65 64
Class A Common Stock, $0.01 par value, 10,000,000 shares
authorized; 4,810,495, 4,847,478 and 4,853,190 shares
issued and outstanding, respectively.................. 48 48 49
Capital in excess of par value........................... 34,451 34,450 34,215
Retained earnings........................................ 72,934 71,291 61,164
Cumulative translation adjustment........................ (6,965) (1,856) 12,406
Treasury Stock, 17,251 shares, at cost................... (128) (128) (128)
-------- -------- --------
100,405 103,870 107,770
-------- -------- --------
$246,302 $ 208,443 $227,590
======== ======== ========
See Notes to Consolidated Financial Statements
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MOVADO GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
SIX MONTHS ENDED THREE MONTHS ENDED
JULY 31, JULY 31,
------------------- -------------------
1997 1996 1997 1996
------- ------- ------- -------
Net sales........................................... $91,912 $81,764 $56,994 $50,751
Costs and expenses:
Cost of sales..................................... 39,785 36,784 24,768 23,121
Selling, general and administrative............... 47,050 41,128 27,717 23,944
------- ------- ------- -------
Operating income.................................... 5,077 3,852 4,509 3,686
Net interest expense................................ 2,283 2,123 1,368 1,281
------- ------- ------- -------
Income before income taxes.......................... 2,794 1,729 3,141 2,405
Provision for income taxes.......................... 699 519 786 722
------- ------- ------- -------
Net income.......................................... $ 2,095 $ 1,210 $ 2,355 $ 1,683
======= ======= ======= =======
Income per share.................................... $ 0.18 $ 0.11 $ 0.20 $ 0.15
======= ======= ======= =======
Shares used in per share computations............... 11,688 11,264 11,760 11,264
======= ======= ======= =======
See Notes to Consolidated Financial Statements
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MOVADO GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
SIX MONTHS ENDED JULY
31,
---------------------
1997 1996
-------- --------
Cash flows from operating activities:
Net income........................................................... $ 2,095 $ 1,210
Adjustments to reconcile net income to net cash used in operating
activities:
Depreciation and amortization..................................... 1,989 1,885
Deferred and non-current foreign income taxes..................... 117 (485)
Provision for losses on accounts receivable....................... 221 358
Changes in current assets and liabilities:
Trade receivables............................................... (14,966) (4,189)
Inventories..................................................... (21,259) (18,951)
Other current assets............................................ (8,585) (4,292)
Accounts payable................................................ (3,052) (1,706)
Accrued liabilities............................................. 5,588 2,409
Deferred and current taxes payable.............................. 197 (555)
Increase in other non-current assets.............................. (1,669) (584)
Decrease in other non-current liabilities......................... (22) (48)
-------- --------
Net cash used in operating activities................................ (39,346) (24,948)
-------- --------
Cash flows used for investing activities:
Capital expenditures................................................. (2,586) (2,332)
Goodwill, trademarks and other intangibles........................... (800) (76)
-------- --------
Net cash used in investing activities................................ (3,386) (2,408)
-------- --------
Cash flows from financing activities:
Net proceeds from current borrowings under lines of credit........... 40,056 25,750
Principal payments under capital leases.............................. (135) (269)
Exercise of stock options............................................ -- 16
Dividends paid....................................................... (455) (360)
-------- --------
Net cash provided by financing activities............................ 39,466 25,137
-------- --------
Effect of exchange rate changes on cash................................ (126) (7)
Net decrease in cash................................................... (3,392) (2,226)
Cash at beginning of period............................................ 4,885 3,829
-------- --------
Cash at end of period.................................................. $ 1,493 $ 1,603
======== ========
See Notes to Consolidated Financial Statements
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MOVADO GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared by Movado Group, Inc. (the "Company") in a manner consistent with that
used in the preparation of the financial statements included in the Company's
fiscal 1997 Annual Report filed on Form 10-K. In the opinion of management, the
accompanying financial statements reflect all adjustments, consisting of only
normal and recurring adjustments, necessary for a fair presentation of the
financial position and results of operations for the periods presented. These
consolidated financial statements should be read in conjunction with the
aforementioned annual report.
NOTE 1 -- STOCK SPLIT
On April 3, 1997, the Company's Board of Directors approved a five-for-four
stock split of the Company's Common and Class A Common Stock. The stock split
became effective April 21, 1997. The accompanying financial statements contained
in this report have been retroactively adjusted to reflect the impact of the
stock split.
NOTE 2 -- RECENTLY ISSUED ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement No. 128, Earnings Per Share, which specifies the computation,
presentation and disclosure requirements for earnings per share. Management of
the Company believes that adoption of Statement No. 128 which is required for
the fiscal year ending January 31, 1998, will not have a material impact on the
Company's earnings per share calculation.
NOTE 3 -- INVENTORIES
Inventories consist of the following (in thousands):
JULY 31, JANUARY 31, JULY 31,
1997 1997 1996
-------- ----------- --------
Finished goods............................. $ 66,678 $53,497 $ 63,187
Work-in-process and component parts........ 39,141 33,680 45,376
-------- ------- --------
$105,819 $87,177 $108,563
======== ======= ========
NOTE 4 -- SUPPLEMENTAL CASH FLOW INFORMATION
The following is provided as supplemental information to the consolidated
statements of cash flows (in thousands):
SIX MONTHS
ENDED JULY 31,
-------------------
1997 1996
------ ------
Cash paid during the period for:
Interest....................................... $2,539 $2,234
Income taxes................................... 505 1,755
Non-cash investing and financing activities:
Equipment acquired under capital leases........ $ 0 $ 21
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MOVADO GROUP, INC.
NOTE 5 -- BANK CREDIT ARRANGEMENT
On July 23, 1997, the Company amended its revolving credit and working
capital lines with its domestic bank group to provide for a three year $90.0
million unsecured revolving line of credit and $16.6 million of uncommitted
working capital lines of credit. These new facilities replace the $20.0 million
revolving line of credit and $35.0 million domestic working capital line of
credit and certain of the Company's Swiss working capital lines.
NOTE 6 -- SUBSEQUENT EVENT
On September 10, 1997, the Company's Board of Directors declared a
three-for-two stock split of the Company's Common and Class A Common stock to be
distributed on September 29, 1997 to shareholders of record as of the close of
business on September 19, 1997. The accompanying financial statements contained
in this report have been retroactively adjusted to reflect the impact of the
stock split.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Forward Looking Statements
Statements included under Management's Discussion and Analysis of Financial
Condition and Results of Operations, in this report, as well as statements in
future filings by the Company with the Securities and Exchange Commission
("SEC"), in the Company's press releases and oral statements made by or with the
approval of an authorized executive officer of the Company, which are not
historical in nature, are intended to be, and are hereby identified as, "forward
looking statements" for purposes of the safe harbor provided by Section 21E of
the Securities Exchange Act of 1934. The Company cautions readers that forward
looking statements include, without limitation, those relating to the Company's
future business prospects, revenues, working capital, liquidity, capital needs,
plans for future operations, effective tax rates, margins, interest costs, and
income, as well as assumptions relating to the foregoing. Forward looking
statements are subject to certain risks and uncertainties, some of which cannot
be predicted or quantified. Actual results and future events could differ
materially from those indicated in the forward looking statements due to several
important factors herein identified, among others, and other risks and factors
identified from time to time in the Company's reports filed with the SEC
including, without limitation, the following: general economic and business
conditions which may impact disposable income of consumers, competitive products
and pricing, ability to enforce intellectual property rights, and success of
hedging strategies in respect of currency exchange rate fluctuations.
Six months ended July 31, 1997 compared to six months ended July 31, 1996
Net Sales. Net sales increased 12.4% to $91.9 million from $81.8 million
for the six months ended July 31, 1997 and July 31, 1996, respectively. The
increase was attributable to a 10.0% increase in domestic sales and a 22.5%
increase in international sales. The growth of the domestic sales reflected
increases in the Company's Concord and Movado lines. The growth in international
sales relates to growth in unit sales volumes for Concord and Movado in the
Middle East, Concord in the Far East and for Movado in the Caribbean. The growth
in both domestic and international sales reflect new product introductions in
fiscal 1997 and 1998 for Concord which introduced the Veneto and LaScala lines,
and Movado which introduced the Vizio line. The increase in sales was partially
offset by decreases in sales of Piaget, Corum and ESQ brands. The sales decrease
in Piaget is due to the planned reduction in points of sale in order to create
greater exclusivity in the retail channel of the brand. The decrease in ESQ
sales is predominantly due to the opening orders for the expansion of the
brand's retail network, which occurred during the first half of the prior year.
Gross Margins. Gross profit for the six months ended July 31, 1997 was
$52.1 million (56.7% of net sales) as compared to $45.0 million (55.0% of net
sales) for the comparable prior year period. Margins were favorably impacted by
sales mix, particularly an increase in the proportion of sales of the Company's
higher
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MOVADO GROUP, INC.
margin Concord and Movado brands to total sales. The Company's margin also
benefited from increases in the U.S. dollar against the Swiss Franc which
occurred late in the previous year.
Operating Expenses. Operating expenses increased 14.4% for the six months
ended July 31, 1997 to 51.2% of net sales from 50.3% of net sales for the
comparable prior year period. The increase in operating expenses occurred
primarily from planned increases in marketing and advertising particularly in
the Company's Concord, Movado and ESQ brands. The increases in advertising and
marketing were partially offset by decreases in non-marketing related costs.
Interest Expense. Net interest expense, which consists primarily of
interest on the Company's $40,000,000 of 6.56% Senior Notes and borrowings
against its working capital and revolving lines of credit, was $2.3 million for
the six months ended July 31, 1997 as compared to $2.1 million for the
comparable prior year period. The higher interest expense is mainly due to
higher average borrowings for the six months ended July 31, 1997 as compared to
the comparable prior year period.
Income Taxes. The Company recorded a provision for income taxes of
$699,000 for the six months ended July 31, 1997 as compared to a provision of
$519,000 for the comparable prior year period. Taxes were provided at a 25%
effective rate which the Company believes will approximate the effective annual
rate for fiscal 1998; however, there can be no assurance of this as it is
dependent on a number of factors including: mix of foreign to domestic earnings,
local statutory tax rates and utilization of net operating losses. The 25%
effective rate differs from the United States statutory rate due to the mix of
earnings between the Company's U.S. and international operations, the most
significant of which are located in Switzerland. The Company's international
operations are generally subject to tax rates that are significantly lower than
U.S. statutory rates.
Three months ended July 31, 1997 compared to three months ended July 31,
1996
Net Sales. Net sales increased 12.3% to $57.0 million from $50.8 million
for the three months ended July 31, 1997 and July 31, 1996, respectively.
Domestic sales increased 8.6% which was predominantly due to a higher demand for
the Company's Concord and Movado brands. International sales increased 29.2%.
The increase in international sales is predominately due to increased sales in
the Caribbean, Far East and Middle East. The growth in both domestic and
international sales reflect new product introductions in fiscal 1997 and 1998
for Concord which introduced the Veneto and LaScala lines, and Movado which
introduced the Vizio line. The increase in sales was partially offset by
decreases in sales of Piaget, Corum and ESQ brands. The sales decrease in Piaget
is due to the planned reduction in points of sale in order to create greater
exclusiveness in the retail channel of the brand. The sales decrease in ESQ is
predominately due to the opening orders for the expansion of the brand's retail
network, which occurred during the first half of the prior year.
Gross Margins. Gross profit for the three months ended July 31, 1997 was
$32.2 million (56.5% of net sales) as compared to $27.6 million (54.4% of net
sales) for the comparable prior year period. The increase in margin is mainly
attributable to the Company continuing to experience a shift in overall sales
mix toward its higher margin Movado and Concord brands. The Company's margin
also benefited from increases in the U.S. dollar against the Swiss Franc which
occurred late in the previous year.
Operating Expenses. Operating expenses increased 15.8% for the three
months ended July 31, 1997 to 48.6% of net sales from 47.2% of net sales for the
comparable prior year period. The increase in operating expenses occurred
primarily from planned increases in marketing and advertising particularly in
the Company's Concord, Movado and ESQ brands. The increases in advertising and
marketing were partially offset by decreases in non-marketing related costs.
Interest Expense. Net interest expense, which consists primarily of
interest on the Company's $40,000,000 of 6.56% Senior Notes and borrowings
against its working capital and revolving lines of credit, was $1.4 million and
$1.3 million for the three months ended July 31, 1997 and 1996, respectively.
The higher interest expense is predominantly due to higher average borrowings
during the second quarter.
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MOVADO GROUP, INC.
Income Taxes. The Company recorded a provision for income taxes of
$786,000 for the three months ended July 31, 1997 as compared to a provision of
$722,000 for the comparable prior year period. Taxes were provided at a 25%
effective rate which the Company believes will approximate the effective annual
rate for fiscal 1998; however, there can be no assurance of this as it is
dependent on a number of factors including: mix of foreign to domestic earnings,
local statutory tax rates and utilization of net operating losses. The 25%
effective rate differs from the United States statutory rate due to the mix of
earnings between the Company's U.S. and international operations, the most
significant of which are located in Switzerland. The Company's international
operations are generally subject to tax rates that are significantly lower than
U.S. statutory rates.
Liquidity and Capital Resources
The Company's liquidity needs have been, and are expected to remain,
primarily a function of its seasonal working capital requirements which have
increased due to significant growth in domestic sales over the two previous
years. The Company's business is not capital intensive and liquidity needs for
capital investments have not been significant in relation to the Company's
overall financing requirements.
The Company has met its liquidity needs primarily through funds from
operations and bank borrowings under working capital lines of credit with
domestic and Swiss banks. The Company has also entered into a revolving credit
agreement with its domestic banks. Funds available under this agreement are in
addition to the Company's working capital lines. The Company's future
requirements for capital will relate not only to working capital requirements
for the expected continued growth of its existing brands, domestically and
internationally, but also funding new lines of business including the Spring
1998 launch of the Company's new Coach watch line and product line extensions
and retail boutiques for the Movado brand. In addition, the Company is required
to make a $5 million sinking fund payment on February 2, 1998 in connection with
its $40 million 6.56% Senior Notes.
In order to meet the increase in working capital requirements, the Company
amended its revolving credit and working capital lines with its domestic bank
group to provide for a three year $90.0 million unsecured revolving line of
credit and $16.6 million of uncommitted working capital lines of credit. These
new facilities replace the $20.0 million revolving line of credit and $35.0
million domestic working capital lines of credit and certain of the Company's
Swiss working capital lines. At July 31, 1997, the Company had an outstanding
balance of $52.6 million against these facilities.
The Company's debt to total capitalization ratio was 48.0% at July 31,
1997, as compared to 41.2% at July 31, 1996. The increase is predominantly due
to a $19.4 million decline in the cumulative translation adjustment due to the
strength of the U.S. dollar. In addition, the Company's seasonal borrowings
increased $12.9 million under its working capital credit agreements to fund the
growth in its business. Debt to total capitalization at January 31, 1997 was
33.7%. The increase in debt to total capitalization from January 31, 1997 is
predominantly due to an increase in loans payable to banks due to increases in
seasonal working capital requirements.
The Company's net working capital, consisting primarily of trade
receivables and inventories, amounted to $120.0 million at July 31, 1997, $132.6
million at July 31, 1996 and $126.7 million at January 31, 1997. The decrease in
the working capital from July 31, 1996 is primarily the result of the
reclassification of $5.0 million of the Company's long-term senior debt which is
payable February 2, 1998. The decrease in working capital from January 31, 1997
is primarily the result of an increase in liabilities, especially loans payable
to banks, in connection with seasonal working capital requirements.
Accounts receivable at July 31, 1997 were $89.5 million as compared to
$79.3 million at July 31, 1996 and $75.7 million at January 31, 1997. The
increase in the receivables was primarily the result of growth in the Company's
business.
Inventories at July 31, 1997 were $105.8 million as compared to $108.6
million at July 31, 1996 and $87.2 million at January 31, 1997. The inventory
balance at July 31, 1997 was relatively flat as compared to July 31,
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MOVADO GROUP, INC.
1996. The increase in inventories from January 31, 1997 reflects the seasonal
build, as well as the expansion of the Company's sales base and product line.
The Company's fiscal 1998 year-to-date capital expenditures approximate
$2.6 million compared to $2.3 million through July 31, 1996. Expenditures were
primarily related to improvements in the Company's management and sales
management information systems and costs incurred in connection with the
expansion of domestic distribution operations. The Company expects its annual
capital expenditures in fiscal year 1998 will exceed the average levels
experienced over the last three fiscal years due to planned improvements in
management information systems, expansion of its retail store network and the
expansion of distribution operations to support continued sales growth.
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PART II -- OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 10, 1997 the Company held its annual meeting of shareholders at the
offices of Simpson, Thacher & Bartlett located at 425 Lexington Avenue, New
York, New York.
The following matters were voted upon at the meeting:
(i) The election of the following Directors, constituting the entire
Board of Directors:
Margaret Hayes Adame
Michael Bush
Efraim Grinberg
Gedalio Grinberg
Donald Oresman
Leonard L. Silverstein
(ii) A proposal to ratify the selection of Price Waterhouse LLP as the
Company's independent public accountants for the fiscal year ending January
31, 1998;
(iii) Approval of an amendment to the Company's Certificate of
Incorporation to amend the definition of "Permitted Transferee" in respect
of the Company's Class A Common Stock.
With respect to the above referenced proposals that were voted on at the
annual shareholders meeting, the following votes were tabulated. There were no
broker nonvotes.
Proposal (i) on election of Directors:
NOMINEE FOR AGAINST WITHHELD
-------------------------------------------------- ---------- --------- --------
Margaret Hayes Adame.............................. 32,330,834 0 12,987
Michael Bush...................................... 32,330,834 0 12,987
Efraim Grinberg................................... 32,330,834 0 12,987
Gedalio Grinberg.................................. 32,330,834 0 12,987
Donald Oresman.................................... 32,330,834 0 12,987
Leonard L. Silverstein............................ 32,330,209 0 13,612
Proposal (ii) on ratification of appointment of
accountants..................................... 32,342,816 300 705
Proposal (iii) on approval of Amendment to
Certificate of Incorporation.................... 31,173,776 1,154,078 15,967
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Amended and Restated Credit Agreement dated as of July 23, 1997 among the Registrant,
the Chase Manhattan Bank as Agent, Swingline Bank and Issuing Bank and Fleet Bank,
N.A. as Co-Agent and the other Lenders Signatory thereto.
10.2 Amendment to Amended and Restated Credit Agreement dated as of August 5, 1997 among
the Registrant, the Chase Manhattan Bank as Agent, Swingline Bank and Issuing Bank and
Fleet Bank, N.A. as Co-Agent and the other Lenders Signatory thereto.
10.3 Consent to Sublease dated as of June 18, 1997 among the Registrant, Meadowlands
Associates and Alexander and Alexander Consulting Group, Inc. ("ACCG"), and Sublease
Agreement entered into as of May 7, 1997 by and between the Registrant and AACG.
11 Computation of net income per share.
27 Financial schedules.
(b) Reports on Form 8-K
None
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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.
MOVADO GROUP, INC.
(Registrant)
Dated: September 12, 1997 By: /s/ KENNETH J. ADAMS
------------------------------------
Kenneth J. Adams
Senior Vice President and
Chief Financial Officer
(Chief Financial Officer)
Dated: September 12, 1997 By: /s/ JOHN J. ROONEY
------------------------------------
John J. Rooney
Corporate Controller
(Principal Accounting Officer)
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ ------------------------------------------------------------------------------------
10.1 Amended and Restated Credit Agreement dated as of July 23, 1997 among the
Registrant, the Chase Manhattan Bank as Agent, Swingline Bank and Issuing Bank and
Fleet Bank, N.A. as Co-Agent and the other Lenders Signatory thereto.
10.2 Amendment to Amended and Restated Credit Agreement dated as of August 5, 1997 among
the Registrant, the Chase Manhattan Bank as Agent, Swingline Bank and Isuing Bank
and Fleet Bank, N.A. as Co-Agent and the other Lenders Signatory thereto.
10.3 Consent to Sublease dated as of June 18, 1997 among the Registrant, Meadowlands
Associates and Alexander and Alexander Consulting Group, Inc. ("AACG") and Sublease
Agreement entered into as of May 7, 1997 by and between the Registrant and AACG.
11 Computation of net income per share.
27 Financial schedules.
13