1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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: August 31, 1998 | | TRANSITION REPORT PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to________ COMMISSION FILE NUMBER: 0-29346 FRM NEXUS, INC. (Exact name of registrant as specified in its charter) DELAWARE 13-3754422 (State or other jurisdiction of incorporation (I.R.S. Employer Identification No.) or organization) 271 NORTH AVENUE, NEW ROCHELLE, NY 10801 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (914) 636-3432 N/A (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 ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by checkmark whether the registrant has filed all documents and reports required to be filed by Sections 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 ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, at October 13, 1998: 1,817,453. 2 FRM Nexus, Inc. and Subsidiaries Index to Consolidated Financial Statements PART I ITEM 1. FINANCIAL STATEMENTS Consolidated Balance Sheets -- August 31, 1998 and February 28, 1998...........2 Consolidated Statements of Operations -- Six months and three months ended August 31, 1998 and 1997.......................................................4 Consolidated Statements of Stockholders' Equity -- Six months ended August 31, 1998 ...........................................5 Consolidated Statements of Cash Flows -- Six months ended August 31, 1998 and 1997...................................6 Notes to Consolidated Financial Statements.....................................7 -1- 3 FRM NEXUS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AUGUST 31, FEBRUARY 28, 1998 1998 ----------- ----------- (Unaudited) ASSETS Current assets: Cash & cash equivalents $ 1,112,855 $ 1,434,893 Mortgage and notes receivable 23,251 22,232 Finance receivables, net 1,929,488 1,782,687 Vendor rebate receivable -- 244,477 Inventories 100,902 96,922 Other current assets 170,399 250,663 ----------- ----------- Total current assets 3,336,895 3,831,874 ----------- ----------- Property and equipment: Property and equipment, at cost 6,215,295 5,850,404 Less accumulated depreciation and amortization 2,513,260 2,310,626 ----------- ----------- 3,702,035 3,539,778 ----------- ----------- Other assets: Real estate held for development and sale 1,474,389 1,375,445 Mortgage and notes receivable 3,191,712 3,203,598 Finance receivables, net 20,000 -- Loans receivable 79,944 88,995 Leasehold costs, net of accumulated amortization of $357,593 at August 31, 1998 and $333,143 at February 28, 1998 516,004 507,145 Technical assistance fees, net of accumulated amortization of $158,382 at August 31, 1998 and $147,672 at February 28, 1998 216,618 227,238 Other 264,859 240,007 ----------- ----------- Total other assets 5,763,526 5,642,428 ----------- ----------- Total assets $12,802,456 $13,014,080 =========== =========== See notes to interim consolidated financial statements. -2- 4 FRM NEXUS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONTINUED) AUGUST 31, FEBRUARY 28, 1998 1998 ----------- ------------ (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 1,089,174 $ 960,172 Current portion of notes payable 233,455 228,578 Due to finance customers 919,896 975,545 Income taxes payable 8,616 64,202 Other current liabilities 14,546 19,489 ----------- ------------ Total current liabilities 2,265,687 2,247,986 ----------- ------------ Other liabilities: Notes payable 2,306,072 2,391,867 Deferred income taxes 20,545 20,729 Deferred Income 2,760,624 2,760,624 ----------- ------------ Total other liabilities 5,087,241 5,173,220 ----------- ------------ Commitments and contingencies Stockholders' equity: Common stock - $.10 par value; Authorized - 2,000,000 shares; Issued and outstanding - 1,817,453 shares 181,745 181,745 Capital in excess of par value 5,827,125 5,827,125 Unrealized loss on mortgage and notes receivable (162,202) (162,202) Retained earnings (accumulated deficit) (397,140) (253,794) ----------- ------------ Total stockholders' equity 5,449,528 5,592,874 ----------- ------------ Total liabilities and stockholders' equity $ 12,802,456 $ 13,014,080 ============ ============ See notes to interim consolidated financial statements. -3- 5 FRM NEXUS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED SIX MONTHS ENDED AUGUST 31, AUGUST 31, 1998 1997 1998 1997 ----------- ----------- ----------- ----------- REVENUES Restaurant food sales $ 4,475,868 $ 4,670,196 $ 8,416,786 $ 8,939,131 Sale of real estate -- -- 40,678 -- Rental income 34,419 -- 58,330 -- Interest from mortgages 59,039 36,432 118,190 75,074 Income from the purchase of medical receivables 240,699 154,045 527,670 315,583 ----------- ----------- ----------- ----------- Total income 4,810,025 4,860,673 9,161,654 9,329,788 ----------- ----------- ----------- ----------- COSTS AND EXPENSES Restaurants 4,182,993 4,309,631 7,990,484 8,292,396 Real estate 77,336 77,268 202,403 224,043 Medical receivables 255,842 173,179 507,404 345,152 Corporate expenses 127,270 52,247 242,884 107,766 Depreciation and amortization 119,359 125,670 238,518 250,663 ----------- ----------- ----------- ----------- Total costs and expenses 4,762,800 4,737,995 9,181,693 9,220,020 ----------- ----------- ----------- ----------- Income (loss) from operations 47,225 122,678 (20,039) 109,768 ----------- ----------- ----------- ----------- Other income (expense): Interest income 9,659 18,205 21,291 33,728 Interest expense (57,108) (118,875) (119,503) (238,168) ----------- ----------- ----------- ----------- (47,449) (100,670) (98,212) (204,440) ----------- ----------- ----------- ----------- Income (loss) before provision for income taxes (224) 22,008 (118,251) (94,672) Provision for income taxes 17,677 20,683 24,780 21,113 ----------- ----------- ----------- ----------- Net income (loss) $ (17,901) $ 1,325 $ (143,031) $ (115,785) =========== =========== =========== =========== Basic and diluted earnings (loss) per common share $ (0.01) $ 0.00 $ (0.08) $ (0.06) =========== =========== =========== =========== Number of shares used in computation of basic and diluted earnings per share 1,817,453 1,817,453 1,817,453 1,817,453 =========== =========== =========== =========== See notes to interim consolidated financial statements. -4- 6 FRM Nexus, Inc. and Subsidiaries Consolidated Statements of Stockholders' Equity February 28, 1998 through August 31, 1998 (Unaudited) RETAINED ADDITIONAL UNREALIZED EARNINGS TOTAL COMMON PAID-IN GAINS (ACCUMULATED STOCKHOLDERS' STOCK CAPITAL (LOSSES) DEFICIT) EQUITY ------------------------------------------------------------------------------------------- Balance, February 28, 1998 $181,745 $ 5,827,125 $ (162,202) $ (253,794) $ 5,592,874 Payment of fractional shares - - - (315) (315) Net loss - - - (143,031) (143,031) ------------------------------------------------------------------------------------------- Balance, August 31, 1998 $181,745 $ 5,827,125 $ (162,202) $ (397,140) $ 5,449,528 =========================================================================================== See notes to interim consolidated financial statements. -5- 7 FRM NEXUS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED AUGUST 31, 1998 1997 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (143,031) $ (115,785) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 238,518 250,663 Deferred interest expense -- 33,855 Deferred income tax expense(benefit) (184) (6,192) Changes in operating assets and liabilities: Vendor rebate receivable 244,477 -- Inventories (3,980) (10,342) Additions to real estate held for development and sale (98,944) (2,093) Prepaid expenses, miscellaneous receivables and other assets 25,364 (17,972) Accounts payable, accrued expenses and taxes 73,416 (33,576) Other current liabilities (4,943) (37,878) ----------- ----------- Net cash provided by operating activities 330,693 60,680 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures & intangible assets (368,966) (269,906) Repayment of loans receivable 9,051 -- Increase in finance receivables (166,801) (820,340) Due to finance customers (55,649) 501,449 Principal payments on notes receivable 10,867 156,202 ----------- ----------- Net cash used in investing activities (571,498) (432,595) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds of notes payable 250,000 -- Principal payments on notes payable (330,918) (175,791) Proceeds of finance obligation -- 104,500 Payment of fractional shares (315) -- ----------- ----------- Net cash used in financing activities (81,233) (71,291) ----------- ----------- Net decrease in cash and cash equivalents (322,038) (443,206) Cash and cash equivalents, beginning of period 1,434,893 1,861,219 ----------- ----------- Cash and cash equivalents, end of period $ 1,112,855 $ 1,418,013 =========== =========== ADDITIONAL CASH FLOW INFORMATION Interest paid $ 117,772 $ 204,313 =========== =========== Income taxes paid $ 39,074 $ 33,227 =========== =========== See notes to interim consolidated financial statements. -6- 8 FRM NEXUS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in response to the requirements of Article 10 of Regulation S-X. Accordingly they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring items) necessary to present fairly the financial position as of August 31, 1998; results of operations for the six months and three months ended August 31, 1998 and 1997; cash flows for the six months ended August 31, 1998 and 1997; and changes in stockholders' equity for the six months ended August 31, 1998. For further information, refer to the Company's financial statements and notes thereto included in the Company's Form 10-K for the year ended February 28, 1998. The consolidated balance sheet at February 28, 1998 was derived from the audited financial statements as of that date. Results of operations for interim periods are not necessarily indicative of annual results of operations. Certain prior year amounts were reclassified to conform with the current year presentation. 2. FINANCE RECEIVABLES, NET Net finance receivables consist of the following: MAY 31, FEBRUARY 28, 1998 1998 ------------------------------------ Gross finance receivables $2,264,383 $2,083,043 Allowance for credit losses (72,866) (72,866) Deferred finance income (242,029) (227,490) ------------------------------------ 1,949,488 1,782,687 Less long-term portion 20,000 - ------------------------------------ Finance receivables, net - current $1,929,488 $1,782,687 ==================================== -7- 9 FRM Nexus, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 3. CONTINGENCIES LITIGATION On August 26, 1998 the litigation as discussed in Note 8 of the February 28, 1998 financial statements involving the Yolo Capital subsidiary ("Yolo") was settled. All counterclaims against Yolo were dismissed. The property at Hunter is no longer under lien. PSI LITIGATION In 1993, shareholders of Programming and Systems, Inc. ("PSI") brought a class action against PSI and certain of its officers in the United States District Court for the Southern District of New York, which was settled by a Stipulation of Settlement dated as of November 15, 1993 (the "Stipulation"), pursuant to which PSI Settlement Corp. ("Nexus") was formed. On January 21, 1994, Judge Robert Sweet signed the Order confirming the Stipulation. Pursuant to that Stipulation (i) the eligible shareholders of PSI received a pro-rata distribution of $1,400,000, after deduction of the fees and expenses of the class action, which amounted to $.50 per share, and (ii) all the shares of Nexus were delivered to Escrow Agents to hold for the benefit of all shareholders of PSI. Pursuant to the Orders of Judge Sweet, PSI transferred certain assets to Nexus as specified in the Stipulation and the Court's Orders. These payments, including the shares of Nexus, fully settled all of the claims by PSI shareholders that could have been asserted against PSI and the other defendants in the class action. On June 12, 1995, Judge Sweet signed an Order approving an amendment of the Stipulation which permitted Nexus to operate as an ongoing entity rather than liquidating its assets, provided the escrowed shares of Nexus were delivered out to PSI shareholders by June 12, 1997 (such shares were delivered on August 12, 1996) and listed for trading on NASDAQ. In addition to settling the class action and making payment to shareholders, PSI has now settled the action by the Securities and Exchange Commission against it and resolved the material claims and lawsuits which arose out of its discontinued vocational school operations. -8- 10 FRM Nexus, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 3. CONTINGENCIES (CONTINUED) At the present time, PSI is indebted to (i) the United States Department of Education for $1,000,000 by reason of the fraudulent conduct of a former chief executive officer, (ii) to the Internal Revenue Service for $416,000 representing excess refunds of income taxes made by IRS to PSI plus interest thereon and (iii) to a former landlord of a PSI school for $98,621. As a result of the Stipulation described above, the Company believes it is not responsible for the obligations of PSI. 4. INCOME TAXES The provision (benefit) for income taxes consist of the following: THREE MONTHS ENDED SIX MONTHS ENDED AUGUST 31, AUGUST 31, 1998 1997 1998 1997 --------------------------------------------------------------- Current: Federal $ - $ - $ - $ - State 17,770 23,792 24,964 27,305 --------------------------------------------------------------- Total current 17,770 23,792 24,964 27,305 --------------------------------------------------------------- Deferred: Federal - - - - State (93) (3,109) (184) (6,192) --------------------------------------------------------------- Total deferred (93) (3,109) (184) (6,192) --------------------------------------------------------------- Total $ 17,677 $ 20,683 $ 24,780 $ 21,113 =============================================================== Nexus filed consolidated federal tax returns with PSI through August 12, 1996, which has no federal tax liability due to current and prior year net operating losses. After August 12, 1996, Nexus and its subsidiaries are not filing consolidated tax returns with PSI. Nexus and its subsidiaries are filing individual federal tax returns for the period beginning August 13, 1996 and ending February 28, 1997. Subsequent to February 28, 1997, Nexus and its subsidiaries are filing consolidated federal tax returns. 5.STOCK SPLIT On May 14, 1998, the Company declared a common stock dividend of one common share for every two common shares owned of record on June 14, 1998. The accompanying financial statements give retroactive effect to this stock dividend. -9- 11 FRM Nexus, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 6. NOTES PAYABLE In September 1998 the food service division entered into a term loan agreement with a bank which was used to finance the opening of the seventeenth restaurant. The loan is for $600,000 and bears interest at the rate of 8.75%. The first four payments are for interest only, followed by 56 monthly payments of principal and interest in the amount of $5,998. On June 22, 2003 a balloon payment will be due in the amount of $498,319. The loan is secured by a first deed of trust on the leasehold estate and a first lien security position in all equipment and furnishings of the restaurant. As additional collateral for the loan, a second deed of trust was pledged on a restaurant in another location. -10- 12 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF INTERIM OPERATIONS AND FINANCIAL CONDITION All statements contained herein that are not historical facts, including but not limited to, statements regarding future operations, financial condition and liquidity, expenditures to develop real estate owned by the Company, future borrowing, capital requirements and the Company's future development plans are based on current expectations. These statements are forward looking in nature and involve a number of risks and uncertainties. Actual results may differ materially. Among the factors that could cause actual results to differ materially are the following: changes in the business of the Company's medical provider clients, changes in the real estate, fast food and financial markets, and other risk factors described in the Company's reports filed and to be filed from time to time with the Commission. The discussion and analysis below is based on the Company's unaudited consolidated financial statements for the six months and three months ended August 31, 1998 and 1997. The following should be read in conjunction with the Management's Discussion and Analysis of results of operations and financial condition included in the 1998 10-K. OVERVIEW Nexus generates revenues from three business segments: food services, real estate and medical financing. Revenues in the real estate division vary substantially from period to period depending on when a particular transaction closes and depending on whether the closed transaction is recognized for accounting purposes as a sale or reflected as a financing or is deferred to a future period. RESULTS OF OPERATIONS 1998 PERIODS COMPARED TO THE 1997 PERIODS The Company's revenues decreased by $51,000, or 1%, for the three months ended August 31, 1998 to $4,810,000 from $4,861,000 for the three months ended August 31, 1997. Revenues decreased by $168,000, or 2%, for the six months ended August 31, 1998 to $9,162,000 from $9,330,000 for the six months ended August 31, 1997 The reduction was a result of decreased revenues in the food service division offset by increased revenues in the real estate and medical financing divisions. The revenue decrease in the the food service division for the three months ended August 31, 1998 was $194,000 and $522,000 for the six months ended August 31, 1998 as compared to the same periods in the prior years. The decrease was attributable primarily to the higher revenue in the 1997 period resulting from special national advertising, which was used to implement new menu and promotional items. In addition, the opening of a competing restaurant at one of the locations adversely affected revenues. Revenue in the real estate division increased by $57,000 for the three months ended -11- 13 August 31, 1998 as compared to the three months ended August 31, 1997. Revenues in the real estate division for the six months ended August 31, 1998 increased by $142,000 as compared to the same period in 1997. The additional revenue in the real estate division was attributable to the sale of real estate in the 1998 period and increases in interest and rental income. Growth in revenues in the medical financing division for the three months and six months ended August 31, 1998 was $87,000 and $212,000 as compared to the same periods in 1997. The increase in revenues was due to the increase in the medical insurance claims receivables that were purchased in the current period from existing and new customers. Costs and expenses increased $25,000, or less than 1%, for the three months ended August 31, 1998, to $4,763,000 from $4,738,000 for the three months ended August 31, 1997. Costs and expenses decreased $38,000, or less than 1% for the six months ended August 31, 1998, to $9,182,000 from $9,220,000 for the six months ended August 31, 1997. The net increase for the three months ended August 31, 1998 was due to decreases in the food service division of $127,000 and $7,000 in depreciation and amortization, which were offset by increases of $83,000 in the medical financing division and $75,000 in corporate expenses. The net decrease for the six months ended August 31, 1998 was due to decreases in the food service division of $302,000, $22,000 in the real estate division and $12,000 in depreciation and amortization, which were offset by increases of $162,000 in the medical financing division and $135,000 in corporate expenses. The decrease in the costs and expenses of the food service division is attributable to the decrease in food costs due to the reduced revenues for both the six month and three month periods ended August 31, 1998 as compared with the same periods ended in the prior year. This was offset by higher labor costs, which are due in part to an increase in the minimum wage and the hiring of additional managers in restaurants that were previously understaffed during the prior periods. The decrease in the real estate division is attributable to a reduction in operating costs. The increase in corporate expenses is primarily due to the additional costs related to the initial registration of the Company's common stock pursuant to the Securities and Exchange Act of 1934 in 1998. The increase of the costs and expenses of the medical financing division was attributable to additional expenditures on staff and systems as a result of the increase in volume. For the reasons noted above, income from operations decreased $76,000 from a profit of $123,000 for the three months ended August 31, 1997 to a profit of $47,000 for the three months ended August 31,1998. Income from operations decreased $130,000 from a profit of $110,000 for the six months ended August 31, 1997 to a loss of $20,000 for the six months ended August 31,1998. Net interest costs decreased $53,000 and the provision for tax decreased $3,000 producing a net loss of $18,000 for the three months ended August 31, 1998 as compared to a profit of $1,000 for the three months ended August 31, 1997. Net interest costs decreased $106,000 and the provision for tax increased $4,000 producing an increase in net loss of $27,000, from a loss of $116,000 for the six months ended August 31, 1997 to a loss of $143,000 for the six months ended August 31, 1998. -12- 14 LIQUIDITY AND CAPITAL RESOURCES The Company's three business activities during the six month period ended August 31, 1998 resulted in the use of cash in the amount of $322,000. The Company expects growth of its medical financing division to increase which will result in the continued use of cash. The funds for those needs are expected to be provided from financing activities such as asset-based borrowing on the Company's mortgages and accounts receivable. Cash flow provided from the food service division decreased by $30,000 to $791,000 for the six months ended August 31, 1998 as compared with $821,000 for the same period in 1997. The Company's anticipated reduction in the amount of capital expenditures should result in cash continuing to be provided from the food service division for the balance of the current fiscal year. Management believes the effects of competition at one of its locations will diminish and the addition of new menu items will have a positive effect on cash flow during fiscal 1999. The real estate division is not expected to be a significant user of cash flow from operations by reason of the disposition as of January 1, 1998 of the formerly vacant space in the Granby, CT property. The Company's real estate assets in Hunter, NY and Brookfield, CT. are owned free and clear of mortgages. Further development of those properties, at any significant cost, is expected to be funded by asset-based financing. The Company believes that its present cash resources and the cash available from financing activities will be sufficient on a short-term basis and over the next 12 months to fund continued expansion of its medical financing business, its company-wide working capital needs and expected investments in property and equipment. The Company intends to pace its growth in the medical financing division to its capacity to provide the funds internally and from its financing activities. Cash provided by operations during the six months ended August 31, 1998 was $331,000 compared to $61,000 provided during the same period in the prior year. The increase in 1998 was due to fluctuations in operating assets and liabilities primarily caused by timing differences in the payment of accounts payable and the collection of a rebate due from a soft drink vendor in the food service division. Cash used in investing activities was $572,000 for six months ended August 31, 1998 as compared with $433,000 used in the prior year. The increase in the use of cash in 1998 was due to an increase in capital expenditures related to the opening of the seventeenth Wendy's restaurant, a lower amount that was due and collected from notes receivable and increases in payments to finance customers, offset by a decrease in purchased medical claims receivable. Net cash used by financing activities was $81,000 during the six months ended August 31, 1998 as compared with $71,000 used in the prior year. The increase in the use of cash in 1998 was due fluctuations in borrowing and repayment of debt offset by a decrease in the proceeds from finance obligation. In September 1998, the food service division closed on a $600,000 loan which was used to finance the opening of the seventeenth restaurant. -13- 15 EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS DISCLOSURE ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION In June 1997 the FASB issued SFAS No. 131 "Disclosure About Segments of an Enterprise and Related Information". SFAS No. 131 requires the reporting of profit and loss, specific revenue and expense items, and assets for reportable segments. It also requires the reconciliation of total segment revenues, total segment profit and loss, total segment assets and other amounts disclosed for segments to the corresponding amounts in the general purpose financial statements. This statement is effective for financial statements issued for periods beginning after December 15, 1997. The Company will adopt this statement in the fiscal year ending February 28, 1999. SFAS No. 131 is not required to be applied to interim financial statements in the initial year of its application. -14- 16 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. a) EXHIBITS. 27. Financial Data Schedule b) REPORTS ON FORM 8K. None. . -15- 17 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. FRM NEXUS, INC. By: /S/ VICTOR BRODSKY ---------------------------------------- Victor Brodsky Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Date: October 13, 1998 -16-