1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X-QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 1997 Commission file number 1-10629 LASER VISION CENTERS, INC. (Exact name of registrant as specified in its charter) Delaware 43-1530063 -------- ---------- (State or other jurisdiction of incorporation (I.R.S. Employer identification or organization) number) 540 Maryville Centre Dr., Suite 200, St. Louis, Missouri 63141 --------------------------------------------------------------- (Address of principal executive offices) (314)434-6900 ------------- (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 practicable date. Common Stock outstanding as of November 28, 1997 - 9,283,070 shares. 2 LASER VISION CENTERS, INC. FORM 10-Q FOR QUARTERLY PERIOD ENDED OCTOBER 31, 1997 INDEX PART OR ITEM PAGE Part I. FINANCIAL STATEMENTS Item 1. Interim Consolidated Financial Statements Consolidated Balance Sheet - October 31, 1997 and April 30, 1997 .............3-4 Consolidated Statement of Operations - Three months and six months ended October 31, 1997 ..........................................................5 Consolidated Statement of Cash Flow - Six months ended October 31, 1997 and 1996 ..............................................6-7 Consolidated Statement of Changes in Stockholders' Equity - Six months ended October 31, 1997 ..........................................................8 Notes to Interim Consolidated Financial Statements ...........................9-10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources .............................................10-11 Results of Operations .......................................................11-14 Part II. OTHER INFORMATION Item 1. Legal Proceedings ..............................................................15 Item 2. Changes in Securities ..........................................................15 Item 3. Defaults upon Senior Securities ................................................15 Item 4. Submission of Matters to a Vote of Security Holders .......................................................15 Item 5. Other Information ..............................................................15 Item 6. Reports on Form 8-K ............................................................15 3 LASER VISION CENTERS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET - ------------------------------------------- (UNAUDITED) October 31, April 30, 1997 1997 CURRENT ASSETS - -------------- Cash and cash equivalents $ 7,675,000 $ 3,794,000 Restricted cash 411,000 461,000 Receivables, net of allowances of $469,000 and $360,000, respectively 3,047,000 1,719,000 Prepaid expenses and other current assets 1,682,000 915,000 ----------- ----------- Total Current Assets 12,815,000 6,889,000 EQUIPMENT - --------- Laser equipment 13,926,000 12,617,000 Medical Equipment 762,000 750,000 Mobile equipment 2,691,000 1,599,000 Furniture and fixtures 1,381,000 1,316,000 -Accumulated depreciation (5,896,000) (3,799,000) ----------- ----------- Total Equipment, Net 12,864,000 12,483,000 OTHER ASSETS - ------------ Restricted cash 1,136,000 1,239,000 Goodwill, net 757,000 836,000 Tradename and service mark costs, net 126,000 136,000 Deferred contract rights 1,655,000 1,238,000 Rent deposits and other, net 61,000 49,000 ----------- ----------- Total Other Assets 3,735,000 3,498,000 ----------- ----------- Total Assets $29,414,000 $22,870,000 =========== =========== See notes to interim consolidated financial statements 3 4 LASER VISION CENTERS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET - ------------------------------------------- (UNAUDITED) October 31, April 30, 1997 1997 CURRENT LIABILITIES - ------------------- Current portion of notes payable $ 1,501,000 $ 1,003,000 Current portion of capitalized lease obligations 783,000 690,000 Accounts payable 3,110,000 2,078,000 Accrued compensation 532,000 616,000 Other accrued liabilities 979,000 848,000 ----------- ----------- Total Current Liabilities 6,905,000 5,235,000 NON-CURRENT LIABILITIES - ----------------------- Notes payable 5,423,000 4,544,000 Capitalized lease obligations 1,157,000 1,589,000 Deferred revenue 91,000 134,000 ----------- ----------- Total Non-Current Liabilities 6,671,000 6,267,000 COMMITMENTS AND CONTINGENCIES COMMON STOCK AND STOCK OPTIONS ISSUED FOR CONTRACT RIGHTS 1,618,000 1,092,000 STOCKHOLDERS' EQUITY - -------------------- Preferred stock - 6,000 shares issued at $1,000 par value, Series B, 4,500 shares outstanding 3,835,000 Common stock, par value of $.01 per share, 50,000,000 shares authorized; 9,282,070 and 8,817,057 shares issued and outstanding, respectively 93,000 88,000 Warrants and options 435,000 36,000 Paid-in capital 41,078,000 38,663,000 Accumulated deficit (31,221,000) (28,511,000) ----------- ----------- Total Stockholders' Equity 14,220,000 10,276,000 ----------- ----------- Total Liabilities and Stockholders' Equity $29,414,000 $22,870,000 =========== =========== See notes to interim consolidated financial statements 4 5 LASER VISION CENTERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) - ------------------------------------------------ Three Month Period Six Month Period Ended October 31, Ended October 31, 1997 1996 1997 1996 REVENUES $ 5,224,000 $ 1,928,000 $ 9,321,000 $ 3,430,000 Cost of revenues, depreciation and amortization 1,077,000 944,000 2,122,000 1,559,000 Cost of revenues, other 2,871,000 886,000 5,142,000 1,663,000 ----------- ----------- ----------- ----------- GROSS PROFIT 1,276,000 98,000 2,057,000 208,000 ----------- ----------- ----------- ----------- Operating Expenses: General and administrative 745,000 785,000 1,533,000 1,892,000 Salaries and related expenses 1,067,000 815,000 1,941,000 1,622,000 Depreciation and amortization 134,000 109,000 250,000 208,000 Selling and marketing expenses 363,000 520,000 716,000 991,000 ----------- ----------- ----------- ----------- 2,309,000 2,229,000 4,440,000 4,713,000 ----------- ----------- ----------- ----------- LOSS FROM OPERATIONS (1,033,000) (2,131,000) (2,383,000) (4,505,000) Other income (expenses) Interest and other income 89,000 57,000 144,000 163,000 Interest expense (229,000) (117,000) (471,000) (189,000) Minority interest in net loss of subsidiary 55,000 103,000 ----------- ----------- ----------- ----------- NET LOSS ($1,173,000) ($2,136,000) ($2,710,000) ($4,428,000) =========== =========== =========== =========== NET LOSS PER SHARE ($0.14) ($0.25) ($0.31) ($0.57) =========== =========== =========== =========== Weighted average number of common shares outstanding 9,044,000 8,537,000 8,933,000 8,035,000 =========== =========== =========== =========== See notes to interim consolidated financial statements 5 6 LASER VISION CENTERS, INC. AND SUBSIDIARIES Six Month Period CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED) Ended October 31, - ----------------------------------------------- 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES - ------------------------------------ Net loss ($2,710,000) ($4,428,000) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,372,000 1,767,000 Compensation paid in common stock, options or warrants 66,000 Provision for uncollectible accounts 109,000 108,000 Receivables increase (1,437,000) (371,000) Prepaid expenses and other current asset increase (767,000) (163,000) Minority interests decrease (103,000) Accounts payable and accrued liabilities increase 1,080,000 198,000 Deferred revenue decrease (43,000) (49,000) ----------- ----------- Net cash used in operating activities (1,330,000) (3,041,000) CASH FLOWS FROM INVESTING ACTIVITIES - ------------------------------------ Acquisition of equipment (2,553,000) (3,844,000) Acquisition of goodwill (206,000) Other, net (14,000) 22,000 ----------- ----------- Net cash used in investing activities (2,567,000) (4,028,000) CASH FLOWS FROM FINANCING ACTIVITIES - ------------------------------------ Proceeds from private offering, preferred 6,000,000 Private placement offering costs, preferred (513,000) Return of restricted cash 153,000 Proceeds from exercise of stock options 284,000 60,000 Proceeds from exercise of Class C and Class E warrants 111,000 Proceeds from exercise of other warrants 706,000 Principal payments under capitalized lease obligations and notes payable (826,000) (2,109,000) Proceeds from loan financings 1,863,000 2,573,000 ----------- ----------- Net cash provided by financing activities 7,778,000 524,000 ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,881,000 (6,545,000) Cash and cash equivalents at beginning of period 3,794,000 12,672,000 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 7,675,000 $ 6,127,000 =========== =========== 6 7 LASER VISION CENTERS, INC. AND SUBSIDIARIES Six Month Period CONSOLIDATED STATEMENT OF CASH FLOW Ended October 31, - ------------------------------------------- 1997 1996 Non-cash investing and financing: - --------------------------------- Conversion of preferred stock to common stock, accrual of preferred dividends, and value assigned to warrants $1,652,000 $14,539,000 Adjustment of value of common stock and stock options issued for contract rights 526,000 Equipment deposits and assets held for sale exchanged for equipment 2,693,000 Restricted cash acquired through financing 1,650,000 Capital lease obligations related to laser purchases 617,000 Increase in other liabilities for laser purchase 300,000 Common stock issued to acquire goodwill and reduce liabilities 200,000 See notes to interim consolidated financial statements 7 8 LASER VISION CENTERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - --------------------------------------------------------------------- COMMON STOCK $.01 PAR VALUE PAID-IN WARRANTS AND ACCUMULATED TOTAL SHAREHOLDERS' PREFERRED STOCK SHARES AMOUNT CAPITAL OPTIONS DEFICIT EQUITY Balance - April 30, 1997 $ - 8,817,057 $88,000 $38,663,000 $ 36,000 ($28,511,000) $10,276,000 Issuance of Preferred Stock 5,125,000 362,000 5,487,000 Exercise of incentive options 61,800 1,000 283,000 284,000 Exercise of non-qualified warrants 140,700 2,000 704,000 706,000 Exercise of Class E and Class C warrants 24,208 111,000 111,000 Dividends accrued on convertible preferred stock 99,000 (99,000) - Conversion of preferred stock (1,389,000) 234,464 2,000 1,387,000 - Warrants and Options 37,000 37,000 Shares issued to 401(k) plan for employees 3,841 29,000 29,000 Net loss for the six month period ending October 31, 1997 (2,710,000) (2,710,000) ----------- ----------- ------- ----------- -------- ------------ ----------- Balance - October 31, 1997 $ 3,835,000 $ 9,282,070 $93,000 $ 41,078,00 $435,000 ($31,221,000) $14,220,000 =========== =========== ======= =========== ======== ============ =========== See notes to interim consolidated financial statements 8 9 LASER VISION CENTERS, INC. AND SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 1997 (Unaudited) Item 1. 1. The information contained in the interim consolidated financial statements and footnotes is condensed from that which would appear in the annual consolidated financial statements. Accordingly, the interim consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and related notes thereto contained in the April 30, 1997 Annual Report on Form 10-K filed by Laser Vision Centers, Inc. (the "Company") with the Securities and Exchange Commission. The unaudited interim consolidated financial statements as of October 31, 1997 and October 31, 1996, and for the quarterly and six month periods then ended, include all normal recurring adjustments which management considers necessary for a fair presentation. The results of operations for the interim periods are not necessarily indicative of the results which may be expected for the entire fiscal year. The interim consolidated financial statements include the accounts and transactions of the Company and its subsidiaries. All significant intercompany transactions and accounts have been eliminated. The October 31, 1997 six month consolidated statements of operations include certain reclassifications to conform with classifications for the three month period ended October 31, 1997. The net loss per share was computed using the weighted average number of common shares outstanding during each period. Common stock equivalents were excluded due to their anti-dilutive effect. The loss per common share for the six months ended October 31, 1997 and for the quarter ended October 31, 1997, reflects $99,000 and $66,000, respectively, of accrued dividends on the Series B Convertible Preferred Stock. The loss per common share for the six months ended October 31, 1996 and for the quarter ended October 31, 1996 reflects $126,000 and $21,000, respectively, of accrued dividends on Convertible Preferred Stock with Mandatory Redemption in 2005. 2. In June 1997, the Company completed a $6 million private placement, before expenses, of 6,000 shares of Series B Convertible Preferred Stock with $1,000 stated value per share, and 100,000 vested warrants with an exercise price of $9.39 per warrant, 130% of the average market price. An additional 100,000 warrants may be issued in June 1998 at 130% of the then current market price if at least $2 million of Series B Preferred remains outstanding. The Series B shares accrue a 5% non-cash dividend equivalent in preferred stock per year, convert (within a range) to common stock at a discount to the market price of the common stock and must be converted to common stock within five years. In August 1997, the common shares underlying this convertible preferred stock and warrants were registered with the Securities and Exchange Commission pursuant to registration rights under the Series B stock purchase agreement. The $5.5 million net proceeds after fees is being used for working capital, the acquisition of equipment and general corporate purposes. The market value of the warrants associated 9 10 with this transaction have been recorded as Warrants and Options in the equity section of the balance sheet. In September 1997, 1,500 shares of Series B Convertible Preferred Stock and the related accrued dividends were converted to 234,464 shares of common stock. 3. In September, 1997 the Company borrowed $1,050,000 at 11.3% with a term of four years to finance the acquisition of lasers and mobile equipment. The debt is collateralized by the same equipment. 4. In October, 1997 the Company borrowed $813,000 from the lender which provided financing in March 1997. Under the March 1997 debt agreement, the lender had the right to increase the percentage funded by the loan under similar financial terms. This debt bears interest at 13.6% with a term of four years. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ITEM 2. (A) LIQUIDITY AND CAPITAL RESOURCES Since the completion of its initial public offering in April 1991, the Company's primary sources of liquidity have consisted of financing from the sale of Common Stock and Convertible Preferred Stock, revenues from marketing and laser access services provided to ophthalmologists, loans and leases. At October 31, 1997, the Company had $7,675,000 of cash and cash equivalents compared with $3,794,000 at April 30, 1997. At October 31, 1997, the Company had working capital of $5,910,000 compared with working capital of $1,654,000 at April 30, 1997. The ratio of current assets to current liabilities at October 31, 1997 was 1.86 to one, compared to 1.32 to one at April 30, 1997. Cash Flows from Operating Activities Net cash used for operating activities was $1,330,000 for the six months ended October 31, 1997 compared to $3,041,000 for the six months ended October 31, 1996. The cash flows used for operating activities during the six months ended October 31, 1997 and 1996 primarily represent the net loss incurred in this period less depreciation and amortization plus increases in accounts receivable and prepaid expenses and other current assets partially offset by net increases in current liabilities. During the quarter ended October 31, 1997, depreciation and amortization represented 103% of the net loss for the quarter. Cash Flows from Investing Activities Net cash used for investing activities was $2,567,000 and $4,028,000 during the six months ended October 31, 1997 and 1996, respectively. Cash used for investing during the six months ended October 31, 1997 and 1996 was used to acquire equipment for the expanding U.S. market. 10 11 Cash Flows from Financing Activities Net cash provided by financing activities was $7,778,000 and $524,000 during the six months ended October 31, 1997 and 1996, respectively. Cash provided by financing during the six months ended October 31, 1997 was primarily provided by a private placement of preferred stock, proceeds from exercise of stock options and warrants, and proceeds from loan financing, partially offset by principal payments under capitalized lease obligations and notes payable. Loan proceeds, offset by lease payments, was the primary source of cash provided by financing during the six months ended October 31, 1996. The Company expects to continue to fund future operations and mobile development costs from existing cash and cash equivalents, revenues received from providing laser access and market services, the exercise of stock options and warrants and future financing as required. There can be no assurance that capital will be available when needed or, if available, that the terms for obtaining such funds will be favorable to the Company. (B) RESULTS OF OPERATIONS QUARTER ENDED OCTOBER 31, 1997 COMPARED TO QUARTER ENDED OCTOBER 31, 1996 The Company has continued to provide excimer laser access to additional sites throughout the U.S. Revenues Total revenues of $5,224,000 for the quarter ended October 31, 1997 increased by $3,296,000 from $1,928,000 for the quarter ended October 31, 1996, or an increase of 171%. Revenues for the LaserVision Centers division increased to $5,106,000 for the quarter ended October 31, 1997 from $1,617,000 for the quarter ended October 31, 1996. The increase is attributable to higher revenues from U.S. operations of $3.6 million partially offset by a decrease in Canadian and European revenues totaling $108,000. The increase in U.S. revenues for the LaserVision Centers division is attributable to the increased number of lasers in operation in an increased number of markets. During the quarter ended October 31, 1997 the Company served over 75 U.S. markets. Revenues for the MarketVision division declined from $310,000 to $118,000 due to the shift of attention to providing marketing services for the Company's laser centers for which the Company does not record revenue. Cost of Revenues/Gross Profit Cost of revenues increased to $3,948,000 for the quarter ended October 31, 1997 from $1,830,000 for the quarter ended October 31, 1996. Depreciation in cost of revenue increased to $1,077,000 from 11 12 $944,000 in these respective periods due to the increased number of lasers and mobile equipment in the U.S. partially offset by decreases in depreciation on lasers which were written down to estimated fair market value during the fourth quarter of fiscal 1997. Other costs of revenues increased to $2,871,000 for the quarter ended October 31, 1997 from $886,000 for the quarter ended October 31, 1996 due to increased costs, including Pillar Point royalties of $1,266,000, professional medical services of $249,000 and mobile laser operator salaries, travel and set-up related costs of $605,000. These increases were partially offset by decreases in costs of revenue for MarketVision of $97,000. The net increase, when combined with the revenue increase, resulted in these other costs of revenues increasing from 46% of total revenues for the quarter ended October 31, 1996 to 55% of total revenues for the quarter ended October 31, 1997. The increase in these other costs of revenues as a percentage of revenues is attributable to the change in the revenue mix to greater U.S. revenues which have greater costs of revenue, particularly Pillar Point royalties. Total gross profit improved from $98,000 for the quarter ended October 31, 1996 to a profit of $1,276,000 for the quarter ended October 31, 1997. The variable gross profit, excluding depreciation, increased to $2,353,000 from $1,042,000, primarily due to increased procedures in the U.S. Operating Expenses General and administrative expenses decreased from $785,000 to $745,000 for the quarters ended October 31, 1996 and 1997, respectively. The decrease is primarily attributable to a decrease of $130,000 in legal fees associated with tradename issues offset by increases in rent, telephone and other office expenses of $82,000. Salaries and related expenses increased from $815,000 to $1,067,000 for the quarters ended October 31, 1996 and 1997, respectively. The increase was due to an increased number of employees to support operations, salary adjustments and the related payroll taxes and fringe benefits. Depreciation and amortization increased from $109,000 to $134,000 for the quarter ended October 31, 1996 and 1997, respectively. The increase was primarily due to amortization of goodwill associated with the Harley Street purchase and increased depreciation for the corporate office. Selling and marketing expenses decreased from $520,000 to $363,000 for the quarters ended October 31, 1996 and 1997, respectively. The decrease was primarily due to decreased media advertising of $92,000 and a decrease of $39,000 in travel costs. Other Income (Expenses) Higher interest expense caused the decline to a net $140,000 in other expenses during the quarter ended October 31, 1997 from a net $5,000 in other expenses during the quarter ended October 31, 1996. 12 13 SIX MONTHS ENDED OCTOBER 31, 1997 COMPARED TO SIX MONTHS ENDED OCTOBER 31, 1996 Revenues Total revenues of $9,321,000 for the six months ended October 31, 1997 increased by $5,891,000 from $3,430,000 for the six months ended October 31, 1996, or an increase of 172%. Revenues for the LaserVision Centers division increased to $8,997,000 for the six months ended October 31, 1997 from $2,759,000 for the six months ended October 31, 1996. The increase is attributable to higher revenues from European operations of $39,000 and from U.S. operations of $6.2 million partially offset by a decrease in Canadian revenues of $46,000. The increase in U.S. revenues for the LaserVision Centers division is attributable to the increased number of lasers in operation in an increased number of markets. Revenues for the MarketVision division declined from $671,000 to $324,000 due to the shift of attention to providing marketing services for the Company's laser centers for which the Company does not record revenue. Cost of Revenues/Gross Profit Cost of revenues increased to $7,264,000 for the six months ended October 31, 1997 from $3,222,000 for the six months ended October 31, 1996. Depreciation in cost of revenue increased to $2,122,000 from $1,559,000 in these respective periods due to the increased lasers and mobile equipment in the U.S. partially offset by decreases in depreciation on lasers which were written down to estimated fair market value during the fourth quarter of fiscal 1997. Other costs of revenues increased to $5,142,000 for the six months ended October 31, 1997 from $1,663,000 for the six months ended October 31, 1996 due to increased costs, including Pillar Point royalties of $2,159,000, professional medical services of $515,000 and mobile laser operator salaries, travel and set-up related costs of $1,054,000. These increases were partially offset by decreases in costs of revenue for Market Vision of $178,000. The net increase, when combined with the revenue increase, resulted in these other costs of revenues increasing from 48% of total revenues for the six months ended October 31, 1996 to 55% of total revenues for the six months ended October 31, 1997. The increase in these other costs of revenues as a percentage of revenues is attributable to the change in the revenue mix to greater U.S. revenues which have greater costs of revenue, particularly Pillar Point royalties. Total gross profit improved from $208,000 for the six months ended October 31, 1996 to $2,057,000 for the six months ended October 31, 1997. The variable gross profit, excluding depreciation, increased to $4,179,000 from $1,767,000, primarily due to increased laser procedures in the U.S. 13 14 Operating Expenses General and administrative expenses decreased from $1,892,000 to $1,533,000 for the six month periods ended October 31, 1996 and 1997, respectively. The decrease is primarily attributable to a one-time write-off of $260,000 of stock offering costs in the quarter ended July 31, 1996, a decrease of $200,000 in legal fees associated with tradename issues, offset by increases in rent, telephone and other office expenses of $100,000. Salaries and related expenses increased from $1,622,000 to $1,941,000 for the six month periods ended October 31, 1996 and 1997, respectively. The increase was due to an increased number of employees to support operations, salary adjustments and the related payroll taxes and fringe benefits. Depreciation and amortization increased from $208,000 to $250,000 for the six month periods ended October 31, 1996 and 1997, respectively. The increase was primarily due to an increase in amortization of goodwill associated with acquisitions of Harley Street and increased depreciation for the home office. Selling and marketing expenses decreased from $991,000 to $716,000 for the six month periods ended October 31, 1996 and 1997, respectively. The decrease was primarily due to decreased marketing programs of $132,000 and decreased travel costs of $124,000. Other Income (Expenses) Higher interest expense caused the decline to a net $327,000 other expenses during the six months ended October 31, 1997, from a net $77,000 in other income during the six months ended October 31, 1996. 14 15 PART II-OTHER INFORMATION Item 1. Legal Proceedings There has been no material change in the status of any litigation from that reported in the Form 10-K for the year ended April 30, 1997, nor has any other material litigation been initiated. Item 2. Changes in Securities None. Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Reports on Form 8-K during the period covered by this report: None. Exhibits - None 15 16 Signature Pursuant to the requirement 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. LASER VISION CENTERS, INC. \s\John J. Klobnak December 4 , 1997 - ------------------------- ----------------- John J. Klobnak Date Chairman of the Board and Chief Executive Officer \s\B. Charles Bono, III December 4, 1997 - ------------------------- ---------------- B. Charles Bono Date Date Chief Financial Officer 16