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 September 30, 1995 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 0-17171 URANIUM RESOURCES, INC. (exact name of Registrant as specified in its Charter) DELAWARE 75-2212772 (State of Incorporation) (I.R.S. Employer Identification No.) 12750 MERIT DRIVE, SUITE 1020, DALLAS, TEXAS 75251 (Address of principal executive offices, including zip code) (214) 387-7777 (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. Title of Each Class of Common Stock Number of Shares Outstanding ----------------------------------- ---------------------------- Common Stock, $.001 par value 8,145,698 as of November 10, 1995 ________________________________________________________________________________ 2 URANIUM RESOURCES, INC. 1995 THIRD QUARTERLY REPORT ON FORM 10-Q TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets - September 30, 1995 (Unaudited) and December 31, 1994 3 Consolidated Statements of Operations - Nine Months and Three Months Ended September 30, 1995 and 1994 (Unaudited) 5 Consolidated Statements of Cash Flows - Nine Months Ended September 30, 1995 and 1994 (Unaudited) 6 Notes to Consolidated Financial Statements - September 30, 1995 (Unaudited) 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II -- OTHER INFORMATION 11 SIGNATURES 12 INDEX TO EXHIBITS E-1 2 3 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS URANIUM RESOURCES, INC. CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 1995 AND DECEMBER 31, 1994 (NOTE 1) ASSETS SEPTEMBER 30, DECEMBER 31, 1995 1994 ---------------- ---------------- (Unaudited) Current Assets: Cash and cash equivalents $ 1,018,698 $ 2,527,600 Short-term investments: Certificate of Deposit, restricted 706,021 562,211 Receivables 4,174,932 52,740 Uranium inventory 2,809,948 4,031,611 Materials and supplies inventory 169,580 162,417 Prepaid and other current assets 147,991 96,751 -------------- ------------- Total current assets 9,027,170 7,433,330 -------------- ------------- Property, plant and equipment, at cost: Uranium properties 55,298,131 53,210,132 Other property, plant and equipment 486,465 461,918 Less-accumulated depreciation and depletion (18,609,660) (16,345,645) -------------- ------------- Net property, plant and equipment 37,174,936 37,326,405 Other Assets 105,856 90,491 -------------- ------------- $ 46,307,962 $ 44,850,226 ============== ============= The accompanying notes to financial statements are an integral part of these consolidated balance sheets. 3 4 URANIUM RESOURCES, INC. CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 1995 AND DECEMBER 31, 1994 (NOTE 1) LIABILITIES AND SHAREHOLDERS' EQUITY SEPTEMBER 30, DECEMBER 31, 1995 1994 --------------- -------------- (Unaudited) Current Liabilities: Accounts payable $ 2,965,911 $ 1,283,265 Short-term notes 306,958 7,739,225 Accrued interest payable 177,937 27,744 Current portion of long-term debt 201,000 82,000 Royalties payable 583,085 509,606 Current portion of restoration reserve 132,000 90,000 Other accrued liabilities 1,060,434 246,790 ------------- ------------- Total current liabilities 5,427,325 9,978,630 ------------- ------------- Other long-term liabilities and deferred credits 3,125,785 2,337,624 Long-term debt, less current portion 7,286,507 1,405,507 Deferred federal income taxes 2,686,000 2,910,000 Shareholders' equity: Common stock, $.001 par value, 12,500,000 shares authorized; shares issued and outstanding (net of treasury shares): 1995 - 8,145,698; 1994 - 7,954,683 8,298 8,142 Paid-in capital 15,498,972 15,040,064 Retained earnings 12,284,493 13,181,839 ------------- ------------- 27,791,763 28,230,045 Less: Treasury stock (1995 - 152,500; 1994 - 187,500 shares), at cost (9,418) (11,580) ------------- ------------- Total shareholders' equity 27,782,345 28,218,465 ------------- ------------- $ 46,307,962 $ 44,850,226 ============= ============= The accompanying notes to financial statements are an integral part of these consolidated balance sheets. 4 5 URANIUM RESOURCES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (NOTE 1) (UNAUDITED) Three Months Ended Nine Months Ended September 30, September 30, ----------------------------- --------------------------- 1995 1994 1995 1994 ------------ ------------ ------------ ---------- Revenues: Uranium sales - Produced uranium $ 1,493,926 $ 250,633 $ 1,519,186 $ 958,569 Purchased uranium 5,039,095 9,459,845 11,503,534 15,462,570 ------------ ------------ ------------ ---------- Uranium sales 6,533,021 9,710,478 13,022,720 16,421,139 Costs and expenses: Cost of uranium sales - Direct cost of purchased uranium 4,350,804 6,202,394 7,769,596 10,406,789 Royalties 72,013 9,605 73,480 37,254 Operating expenses 503,528 425,827 968,648 1,416,851 Provision for restoration and reclamation costs 129,259 176,867 172,738 274,465 Depreciation and depletion 584,520 132,576 667,182 512,106 Loss on termination of joint venture -- -- 1,000,953 -- Loss on transfer to stockholder (Note 2) -- -- 780,000 -- Corporate expenses - General and administrative 763,985 539,234 2,441,191 1,554,111 Depreciation 7,170 7,469 21,345 23,178 ------------ ------------ ------------ ---------- Total costs and expenses 6,411,279 7,493,972 13,895,133 14,224,754 ------------ ------------ ------------ ---------- Earnings (loss) from operations 121,742 2,216,506 (872,413) 2,196,385 Other income (expense): Interest expense, net of capitalized interest (107,809) (737) (417,644) (3,792) Interest and other income, net 39,637 34,989 170,873 142,734 ------------ ------------ ------------ ---------- Earnings (loss) before federal income taxes 53,570 2,250,758 (1,119,184) 2,335,327 Federal income tax expense (benefit): Current -- (1,431) -- (2,072) Deferred 11,000 451,000 (224,000) 467,000 ------------ ------------ ------------ ---------- Net earnings (loss) $ 42,570 $ 1,801,189 $ (895,184) $1,870,399 ============ ============ ============ ========== Net earnings (loss) per common and common equivalent share: Primary $ 0.00 $ 0.26 $ (0.11) $ 0.27 ============ ============= ============ ========== Fully Diluted $ 0.00 $ 0.25 $ (0.11) $ 0.27 ============ ============= ============ ========== Weighted average common shares and common equivalent shares for per share data: Primary 8,990,263 7,051,557 8,070,807 6,850,442 ============ ============ ============ ========== Fully Diluted 9,096,851 7,105,389 8,070,807 6,932,940 ============ ============ ============ ========== The accompanying notes to financial statements are an integral part of these consolidated statements. 5 6 URANIUM RESOURCES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (NOTE 1) (UNAUDITED) SEPTEMBER 30, SEPTEMBER 30, 1995 1994 --------------- --------------- Cash flows from operations: Net income (loss) $ (895,184) $ 1,870,399 Reconciliation of net income to cash provided by operations- Provision for restoration and reclamation costs 172,738 274,465 Depreciation and depletion 688,527 535,284 Amortization of other assets -- 119,307 Provision (credit) for deferred income taxes (224,000) 467,000 Decrease in restoration and reclamation accrual (57,737) (82,610) Other non-cash items, net 167,403 323,952 --------------- --------------- Cash flow provided by (used in) operations, before changes in operating working capital items (148,253) 3,507,797 Effect of changes in operating working capital items - Increase in receivables (4,122,192) (7,772,236) Decrease in inventories 2,915,028 3,506,316 Increase in prepaid and other current assets (196,145) (126,794) Decrease in payables and accrued liabilities 3,241,587 419,693 --------------- --------------- Net cash provided by (used in) operations 1,690,025 (465,224) --------------- --------------- Investing activities: Increase in investments (143,810) (522,716) Additions to property, plant and equipment - Kingsville Dome (100,107) (82,836) Rosita (1,301,876) (510,127) Churchrock (334,406) (656,209) Crownpoint (214,657) (568,659) Other properties (115,509) (66,997) Increase in other assets (15,359) (1,221) --------------- --------------- Net cash used in investing activities (2,225,724) (2,408,765) --------------- --------------- Financing activities: Proceeds from borrowings 6,135,000 3,949,985 Payments and refinancings of principal (7,567,267) (3,256,272) Issuance of common stock 459,064 112,625 --------------- --------------- Net cash provided by (used in) financing activities (973,203) 806,338 --------------- --------------- Net decrease in cash and cash equivalents (1,508,902) (2,067,651) Cash and cash equivalents, beginning of period 2,527,600 2,529,741 --------------- --------------- Cash and cash equivalents, end of period $ 1,018,698 $ 462,090 =============== =============== The accompanying notes to financial statements are an integral part of these consolidated statements. 6 7 URANIUM RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1995 (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 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. The accompanying statements should be read in conjunction with the audited financial statements included in the Company's 1994 Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 1995 are not necessarily indicative of the results that may be expected for the full calendar year ending December 31, 1995. 2. LIQUIDITY ISSUES On May 25, 1995 the Company entered into an agreement with Lindner Investments and Lindner Dividend Fund, Inc., two mutual funds managed by Ryback & Associates, for a $6 million loan to the Company. The loan is for a term of three years and bears interest at an annual rate of 6.5% per annum and is convertible at any time during the three year term into 1.5 million shares of the Company's common stock at an initial conversion price of $4.00 per share. The loan is secured by a mortgage on the Company's Rosita and Kingsville Dome uranium properties in Texas. In addition, the lender received a three year warrant to purchase 1.5 million shares of the Company's common stock at an initial price of $4.00 per share. The Company is required by the loan documents to seek ratification of the issuance of the common stock upon conversion of the loan and the exercise of the warrants by its shareholders. Failure to receive shareholder ratification constitutes a default under the loan. The ratification of this agreement is scheduled for a vote of the shareholders at the Company's annual shareholder meeting to be held in December 1995. Part of the proceeds of the loan were used to pay down existing payables and fund the reopening and start-up of uranium production at the Company's Rosita production facilities during the second quarter. The balance of the proceeds will be used to fund the commencement of pre-production activities at the Company's Kingsville Dome facilities in the fourth quarter of 1995 and early 1996 with full uranium production expected during the first quarter of 1996. As previously reported, in January 1995, when Oren L. Benton was Chairman of the Company's Board of Directors, Mr. Benton and the then Chief Financial Officer, transferred $1.08 million out of the Company without the authorization of the Company's Board of Directors. The Company recorded the $1.08 million as a loss in the first quarter of 1995, along with a $1.0 million loss associated with a planned joint venture to process uranium with certain companies controlled by Mr. Benton (the "Benton Companies"). In June 1995, the Company recovered $300,000 of the $1.08 million. On July 12, the Company commenced an action in Federal District Court in Denver, Colorado against Professional Bank seeking to recover the remaining $780,000. Professional Bank is a Denver, Colorado bank owned or controlled by Mr. Benton. The Company will continue to actively pursue all remedies to recover all remaining balances. 7 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CAPITAL RESOURCES AND LIQUIDITY For the quarter ended September 30, 1995, the Company's cash and cash equivalents decreased $2,463,000 compared to the ending balance of the prior quarter. For the nine months ending September 30, 1995, the cash and cash equivalents decreased $1,509,000 as compared to a decrease of $2,068,000 for 1994. The Company's uranium operations generated $1,690,000 of cash flow from operations for the nine months ending September 30, 1995. Excluding the tax effects of the one time losses associated with the Benton Companies, the cash flow from operations for the nine months ending September 30, 1995 would have been $3,115,000 compared to cash flow used in operations of $465,000 for the same period in 1994. The Company had a positive working capital at September 30, 1995, of $3,600,000. The Company's working capital position improved by $2,095,000 in the third quarter of this year. This improvement in working capital resulted primarily from favorable changes in uranium inventory ($2,108,000), accounts receivable ($4,112,000) and short term debt ($1,228,000) offset by unfavorable changes in cash ($2,463,000) and short term liabilities ($2,848,000). Included in accounts receivable is approximately $520,000 from sales made during the quarter pursuant to deliveries of Russian uranium under a "matched" sales contract. The $520,000 has been recorded as a deferred credit at September 30, 1995 and will be recognized as earned revenue in the first quarter of 1996 when the Company delivers it's produced uranium to satisfy the remaining delivery obligations under the contract. During the quarter, the note balance due to Union Bank of Switzerland (the "UBS Note") was reduced by $1,268,000, resulting in total year-to-date reductions of $7,517,000. The remaining balance of the UBS Note will be paid on October 31, 1995 and will have resulted in the complete payment of the original $12,500,000 obligation in less than 15 months from its creation. The Company resumed development activities at its Rosita site during the second quarter of this year and commenced production of uranium on June 19, 1995, reaching full production capacity in mid-July. During the nine months ending September 30, 1995, $1,302,000 in development expenditures were incurred at Rosita. Capital expenditures for the remainder of 1995 at Rosita are expected to be approximately $900,000. Commencing in the fourth quarter of this year, pre-production capital expenditures of approximately $1,600,000 are anticipated to be expended at the Company's Kingsville Dome facility towards commencing full production during the first quarter of 1996. Earlier plans to begin production at Kingsville Dome in January, 1996 have been hampered by wet weather creating a delay in the completion of the drilling on the planned leach field. Additional capital expenditures including land acquisition, land holding and permitting on the Company's extensive reserves at Churchrock, Crownpoint and Vasquez are expected to amount to approximately $450,000 for the balance of 1995. Approximately $665,000 was incurred on these properties during the first three quarters of 1995. The Company continues to actively pursue obtaining new long-term sales contracts under the matching provision of the Russian Suspension Agreement. The Company was very successful in its efforts through the third quarter of 1995. Four new contracts were executed and approved by the U.S. Department of Commerce (DOC). These new contracts represent sales of approximately 1.1 million pounds of the Company's uranium production over a four year period with corresponding revenues to the Company expected to be approximately $14,000,000, unadjusted for inflation clauses in the contracts. One additional sales contract is expected to be submitted to the Department of Commerce, which, when approved will utilize approximately 98% of the Company's 1995 matched sales quota. ENVIRONMENTAL ASPECTS The Company utilizes ISL solution mining technology as its only mining method. Unlike conventional uranium mining companies, the Company's mining technology does not create "tailings". Nevertheless, the 8 9 Company is highly regulated. Its primary environmental costs to date have been related to obtaining and complying with environmental mining permits and, once mining is completed, the reclamation and restoration of the surface areas and underground water quality to a condition consistent with applicable requirements. Accruals for the estimated future cost of such activities are made on a per-pound basis as part of production costs. See the Consolidated Statements of Operations for the applicable provisions for such future costs. See also Note 1 - "Restoration and Reclamation Costs" of Notes to Consolidated Financial Statements in the Company's Form 10-K as of December 31, 1994. RESULTS OF OPERATIONS Revenues, earnings from operations and net income for the Company can fluctuate significantly on a quarter to quarter basis during the year because of the timing of deliveries requested by its utility customers. The Company's customers have generally elected, where possible, to take delivery of the bulk of the annual deliveries under their long term sales contracts later in each year. Accordingly, operating results for any quarter or year-to-date period are not necessarily comparable and may not be indicative of the results which may be expected for future quarters or the entire year. NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 The following is a summary of the key operational and financial statistics related to the Results of Operations: Three Months Ended Nine Months Ended September 30, September 30, ------------------------------ ------------------------------- 1995 1994 1995 1994 ----------- ----------- ---------- ----------- (In thousands) (In thousands) Uranium sales revenue $ 6,533 $ 9,710 $ 13,023 $ 16,421 Total pounds delivered 534.7 607.6 906.3 1,032.4 Average sales price/pound $ 12.22 $ 15.98 $ 14.37 $ 15.91 Pounds purchased 370.0 1,053.6 370.0 1,328.6 Average cost of purchased pounds $ 10.12 $ 9.87 $ 10.12 $ 10.06 Average cost of produced pounds sold $ 10.61 $ 13.45 $ 10.46 $ 13.60 Average cost of purchased pounds sold $ 9.97 $ 10.50 $ 9.64 $ 10.75 Uranium sales in both the third quarter of 1995 and 1994 contained a significant amount of deliveries that were sold at prices which approximated the Company's cost of purchasing the uranium. For the third quarter 1995, deliveries at "cost" represented 220,000 pounds sold under the matching sales provision of the Russian Suspension Agreements. $520,000 under this contract has been recorded as a deferred credit in the third quarter of 1995 and will be realized in the first quarter of 1996 as the Company delivers its produced pounds to satisfy the remaining obligations under the contract. Recognition of this deferred amount during the current quarter would have increased net income for the quarter and the nine months ended September 30, 1995 by $416,000. The third quarter of 1994 included deliveries of 302,000 pounds sold at their approximate cost of $10.64 under agreements related to the restructuring of the Company's bank debt in that period. Uranium sales revenues in the third quarter of 1995 decreased by $3,177,000 reflecting a 73,000 pound decrease in deliveries from 1994 levels ($1,165,000) combined with a $3.76 per pound decrease in the average sales price per pound received ($2,012,000). Through the nine months ending September 30, 1995, uranium revenue decreased by $3,398,000 from 1994 levels, again reflecting a decrease in uranium deliveries ($2,006,000) along with lower contract prices ($1,392,000). 9 10 Details of the cost of uranium sales were as follows: Three Months Ended Nine Months Ended September 30, September 30, ------------------------ ------------------------- 1995 1994 1995 1994 --------- --------- --------- --------- (In thousands) (In thousands) Cost of purchased uranium $ 4,351 $ 6,202 $ 7,770 $ 10,407 Royalties 72 10 73 37 Operating expenses 503 426 968 1,417 Provision for restoration and reclamation costs 129 177 173 274 Depreciation and depletion of uranium properties 585 132 667 512 --------- --------- --------- --------- Total cost of uranium sales $ 5,640 $ 6,947 $ 9,651 $ 12,647 ========= ========= ========= ========= Uranium deliveries to customers during the first three quarters of 1995 consisted of 805,800 purchased pounds at an average cost per pound of $9.64; $1.11 below the cost of purchased material during the same period in 1994. Operating expenses for the nine months ending September 30, 1995, of $968,000 were $449,000 less than the same period in 1994. The operating expenses for the nine months ending September 30, 1995, included $405,000 of costs associated with produced pounds sold during that period compared to $495,000 in the same period in 1994. The remaining $359,000 reflects lower standby costs incurred during the first three quarters of 1995 as compared to 1994, primarily in the area of salaries and other administrative expenses. The provision for depreciation and depletion for the nine months ending September 30, 1995 of $667,000 is comprised of a $5.69 per pound capital amortization rate for Rosita production sold ($573,000) and depreciation while on standby of $94,000. The provision for depletion and depreciation of $512,000 for the first three quarters of 1994 was comprised of a $5.16 capital amortization rate per pound for Rosita production sold ($332,000) plus Rosita and Kingsville Dome depreciation while on standby ($180,000). For the nine month period ending September 30, 1995, general and administrative expenses increased to $2,441,000 from $1,554,000 in 1994. This increase resulted primarily from legal and accounting fees and other non-recurring expenses relating to the Ryback financing and those costs associated with the various actions against the Benton Companies and Professional Bank. Loss from operations in the first nine months of 1995 was $872,000. Eliminating the one time loss on the termination of the proposed joint venture and the loss on the unauthorized transfer to the Benton Companies, (see Note 2 - - Liquidity Issues) earnings from operations would have been $909,000 for the first three quarters of 1995 compared to the $2,196,000 operating profit incurred during the same period in 1994. Total interest costs through September 30, 1995, decreased by $259,000 when compared to 1994. This decrease from $685,000 in 1994 to $426,000 in 1995 resulted from lower average outstanding debt balances in the current year. Of the total interest costs, $8,100 and $681,000 were capitalized in the 1995 and 1994 periods, respectively. 10 11 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS URANIUM RESOURCES, INC. V. PROFESSIONAL BANK As previously reported in the Company's Form 10-Q for the period ending June 30, 1995, on July 12, 1995, the Company filed a lawsuit in the federal district court in Colorado against Professional Bank, a Colorado chartered bank ("ProBank"). The Company believes that ProBank is owned or controlled by Oren L. Benton, the former Chairman of the Company's Board of Directors. In the action styled Uranium Resources, Inc. v. Professional Bank, the Company alleges that ProBank transferred $1,080,000 without the Company's authorization, from the Company's account at ProBank to the accounts maintained at ProBank of various entities and an individual affiliated with Mr. Benton. The Company has recovered $300,000 of the total and is seeking to recover the balance from ProBank in the lawsuit. LONGORIA V. URANIUM RESOURCES, INC. ET AL. On August 28, 1995 Manuel T. Longoria, as owner of the ranch containing the site of the Company's Longoria mine near Bruni in Duval County, Texas, brought suit against the Company, URI, Inc., and the Company's Vice President of Operations (the "Defendants") in state district court in Duval County, Texas, asserting claims said to have arisen at various times over the last 18 years. In the action styled Longoria v. Uranium Resources, Inc. et al, cause no. 16264, Longoria claims the Defendants had leased the site knowing that the proposed mining would contaminate the site and that the Defendants had knowingly or negligently conducted mining operations in a manner which contaminated the Longoria property with toxic and hazardous material which present a serious health hazard. The suit asks for remediation of the Longoria property and for unspecified actual and punitive damages. With regard to the claim for remediation, the Company, upon the conclusion of mining at the Longoria site and the nearby sites, began restoration in the manner required by its permits and by state and federal regulations. Such restoration is nearing completion and is awaiting authorization from the state regulatory agency to finalize disposal of the resulting waste materials and access to the property by the landowner to complete its work. The Company has made provisions for the costs of site restoration and does not believe the settlement of this lawsuit will result in damages that are materially different than the costs already recorded in the financial statements. 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. EXHIBITS AND REPORTS ON FORM 8-K. Exhibit 27 Financial Data Schedule 11 12 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. URANIUM RESOURCES, INC. Dated: November 13, 1995 By: /S/ Paul K. Willmott ------------------------------------ Paul K. Willmott Chairman, Chief Executive Officer, President and Director Dated: November 13, 1995 By: /S/ Thomas H. Ehrlich ------------------------------------ Thomas H. Ehrlich Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 12 13 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- 27 Financial Data Schedule