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FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 1997
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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 No. 333-5190-A
THRIFT MANAGEMENT, INC.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
FLORIDA 65-0309540
- ------------------------------- --------------------------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
Incorporation or Organization)
3141 W. Hallandale Beach Boulevard
Hallandale, Florida 33009
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(Address of Principal Executive Offices)
Issuer's telephone number, including area code: 954-985-8100
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Check whether the Issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
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State the number of shares outstanding of each of the Issuer's classes of common
equity as of the latest practical date: At August 12, 1997, there were
outstanding 2,145,000 shares of Common Stock, $.01 par value.
Transitional Small Business Disclosure Format: YES / NO X
--- ---
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THRIFT MANAGEMENT, INC.
AND SUBSIDIARIES
INDEX TO FORM 10-QSB
PART I - FINANCIAL INFORMATION Page
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Item 1. Financial Statements
Condensed Consolidated Balance Sheet as of June 30, 1997 (Unaudited) ....... 3
Condensed Consolidated Statements of Operations for the Three Months and
the Six Months Ended June 30, 1997 and 1996 (unaudited) .................... 4
Condensed Consolidated Statements of Cash Flows for
the Six Months ended June 30, 1997 and 1996 (unaudited) ................... 5
Notes to Condensed Consolidated Financial Statements (unaudited) ........... 6-7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ............................................. 8-10
PART II - OTHER INFORMATION
Item 5. Other Information ................................................. 11
Item 6. Exhibits and Reports on Form 8-K .................................. 11
Signatures ................................................................. 12
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THRIFT MANAGEMENT, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
JUNE 30, 1997
ASSETS
CURRENT ASSETS
CASH $ 789,298
SHORT TERM INVESTMENTS 1,426,691
MERCHANDISE INVENTORIES 232,904
PREPAID EXPENSES 99,852
ADVANCES TO STOCKHOLDER - CURRENT 63,156
DEFERRED TAX ASSETS 33,000
OTHER 10,899
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TOTAL CURRENT ASSETS 2,655,800
EQUIPMENT, FIXTURES AND IMPROVEMENTS - NET 383,016
ADVANCES TO STOCKHOLDER - NON CURRENT 94,739
PREPAID EXPENSES - NON CURRENT 48,188
COVENANTS NOT TO COMPETE - NET 37,500
OTHER ASSETS 76,418
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TOTAL ASSETS $ 3,295,661
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
ACCOUNTS PAYABLE $ 208,119
ACCRUED EXPENSES 182,158
ACCRUED INCOME TAXES 12,700
CURRENT PORTION OF NOTES PAYABLE 4,665
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TOTAL CURRENT LIABILITIES 407,642
NOTES PAYABLE, LESS CURRENT PORTION 7,403
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TOTAL LIABILITIES 415,045
STOCKHOLDERS' EQUITY:
PREFERRED STOCK: $.01 PAR VALUE, AUTHORIZED
1,500,000 SHARES, ISSUED AND OUTSTANDING
250,000 SHARES 2,500
COMMON STOCK: $.01 PAR VALUE, AUTHORIZED
15,000,000 SHARES, ISSUED AND OUTSTANDING
2,145,000 SHARES 21,450
ADDITIONAL PAID-IN CAPITAL 3,071,266
ACCUMULATED DEFICIT (214,600)
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TOTAL STOCKHOLDERS' EQUITY 2,880,616
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,295,661
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THRIFT MANAGEMENT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
3 MONTHS 6 MONTHS
ENDED JUNE 30 ENDED JUNE 30
----------------------------- -----------------------------
1997 1996 1997 1996
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NET SALES $ 1,840,298 $ 1,433,084 $ 3,660,848 $ 2,960,017
COST OF GOODS SOLD 899,473 665,090 1,747,849 1,332,007
----------- ----------- ----------- -----------
GROSS PROFIT 940,825 767,994 1,912,999 1,628,010
SELLING, GENERAL & ADMINISTRATIVE
EXPENSES 880,134 669,192 1,711,125 1,268,493
OFFICER'S BONUS INCENTIVE 18,403 -- 36,609 88,018
----------- ----------- ----------- -----------
TOTAL EXPENSES 898,537 669,192 1,747,734 1,356,511
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INCOME BEFORE INTEREST
EXPENSE (INCOME) AND
INCOME TAXES 42,288 98,802 165,265 271,499
INTEREST EXPENSE 447 1,388 801 3,874
INTEREST INCOME (25,143) -- (41,521) --
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES 66,984 97,414 205,985 267,625
INCOME TAX EXPENSE 33,700 NIL 104,700 NIL
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NET INCOME $ 33,284 $ 97,414 $ 101,285 $ 267,625
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Earnings per common equivalent share
Primary:
Net income before income tax expense $ 0.03 $ 0.05 $ 0.10 $ 0.15
=========== =========== =========== ===========
Income tax expense $ 0.02 NIL $ 0.05 NIL
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Net income $ 0.01 $ 0.05 $ 0.05 $ 0.15
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Weighted average number of common shares
outstanding 2,125,000 1,800,000 2,125,000 1,800,000
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Pro forma data:
Income before pro forma income
tax provision $ 97,414 $ 267,625
Pro forma income tax provision $ 36,690 $ 100,800
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Pro forma net income $ 60,724 $ 166,825
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Pro forma earnings per common
equivalent share:
Net income before pro forma income
tax provision $ 0.05 $ 0.15
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Pro forma income tax provision $ 0.02 $ 0.06
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Pro forma net income $ 0.03 $ 0.09
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THRIFT MANAGEMENT, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED JUNE 30
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1997 1996
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CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME $ 101,285 $ 267,625
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 44,477 27,851
LOSS ON SALE OF FIXED ASSETS (1,684) --
PAYMENT OF CONSULTING EXPENSES WITH COMMON STOCK 52,500 --
DEFERRED INCOME TAXES, NET 33,000 --
CHANGES IN ASSETS AND LIABILITIES:
MERCHANDISE INVENTORIES (117,932) 21,677
PREPAID EXPENSES (5,760) (5,718)
ACCOUNTS PAYABLE (95,885) (143,460)
OTHER 4,162 (11,123)
ACCRUED EXPENSES 48,641 (64,369)
ACCRUED INCOME TAXES 12,700 --
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TOTAL ADJUSTMENTS (25,781) (175,142)
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NET CASH PROVIDED BY
OPERATING ACTIVITIES 75,504 92,483
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CASH FLOWS FROM INVESTING ACTIVITIES:
INCREASE IN SHORT TERM INVESTMENTS (1,426,691) --
PURCHASE OF PROPERTY AND EQUIPMENT (255,546) --
DISPOSAL OF PROPERTY AND EQUIPMENT 38,038 --
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NET CASH (USED IN) FINANCING ACTIVITIES (1,644,199) --
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CASH FLOWS FROM FINANCING ACTIVITIES:
ADVANCES TO STOCKHOLDER, NET (176,962) (106,698)
PRINCIPAL PAYMENTS ON LOANS PAYABLE (35,233) (88,842)
DIVIDENDS PAID -- (229,000)
COSTS OF INITIAL PUBLIC OFFERING AND PRIVATE PLACEMENT -- (42,998)
SALE OF STOCK -- 430,000
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NET CASH (USED IN) FINANCING ACTIVITIES (212,195) (37,538)
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NET (DECREASE) INCREASE IN CASH (1,780,890) 54,945
CASH - BEGINNING OF PERIOD 2,570,188 15,704
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CASH - END OF PERIOD $ 789,298 $ 70,649
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THRIFT MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)
(1) BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the instructions to Form 10-QSB and do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. However, such
information reflects all adjustments (consisting solely of normal recurring
adjustments), which are, in the opinion of Management, necessary for a fair
statement of results for the interim periods.
The results of operations for the six months ended June 30, 1997 are not
necessarily indicative of the results to be expected for the full year.
These statements should be read in conjunction with the financial
statements and notes thereto, included in the Form 10-KSB for the year
ended December 31, 1996 of Thrift Management, Inc. (the "Company").
(2) ORGANIZATION
The consolidated financial statements at June 30, 1997 and 1996 include the
accounts of the Company, Hallandale Thrift Management, Inc. ("HTMI"),
Thrift Shops of South Broward, Inc. ("TSSB"), Thrift Shops of West Dade,
Inc. ("TSWD"), Hallandale Thrift, Inc. ("HTI"), North Broward Consignment,
Inc. ("NBCI") and Thrift Shops of North Lauderdale, Inc. ("TSNL"; HTMI,
TSSB, TSWD, HTI, NBCI and TSNL are collectively referred to herein as the
"Subsidiaries"). All entities, except TSNL which was incorporated in March
1997, were wholly-owned by a common stockholder until May 31, 1996. As of
May 31, 1996, HTMI, TSSB, TSWD, HTI, and NBCI became wholly-owned
subsidiaries of the Company pursuant to a reorganization plan. Accordingly,
as of June 30, 1997 and 1996, and for the periods then ended, the Company
has presented consolidated financial statements. All significant
intercompany accounts and transactions have been eliminated for financial
statement presentation purposes.
(3) STOCKHOLDERS' EQUITY
In December 1996, the Company consummated its initial public offering in
which it sold 615,000 units at a price of $5.75 per unit. Each unit
consisted of one share of common stock and one warrant to purchase one
share of common stock for $5.00 per share. The warrants are exercisable for
a period of five years commencing December 11, 1996 and may be redeemed by
the Company on 30 days' notice at any time during such period at a price of
$.10 per warrant if the closing bid price of the common stock for 20
consecutive trading days ending on the fifteenth day prior to the date that
notice of redemption was given by the Company has been at least 150% of the
exercise price then in effect. The Company realized approximately
$2,596,950 in proceeds from the offering, net of underwriting discounts and
expenses and other offering expenses. Simultaneously with the offering, the
Company charged all offering costs incurred to additional paid-in capital,
which costs totaled $653,050.
The Company filed, at its expense, a post-effective amendment to its
Registration Statement on Form SB-2, on behalf of certain of its security
holders, with respect to 165,000 shares of common stock, 600,000 warrants
to purchase shares of common stock and 600,000 shares of common stock
underlying the aforementioned warrants. The post-effective amendment was
declared effective by the Securities and Exchange Commission on April 21,
1997. None of the proceeds from the sale of these securities have been or
will be received by the Company.
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(4) SHORT TERM INVESTMENTS
At June 30, 1997, the Company had investments in two United States Treasury
Bills with values at maturity of $717,000 and $727,000 with respective
maturity dates of August 7, 1997 and November 6, 1997.
(5) COMMITMENT
In March 1997, the Company entered into a five year lease for a new store
location in Broward County, Florida. The lease agreement provides for
minimum monthly rental payments amounting to approximately $9,600 and
contains two renewal options for five year periods under substantially the
same terms and conditions. This store opened on July 19, 1997.
(6) STOCK OPTION PLAN
On May 19, 1997, the Company granted a total of 178,000 stock options to
its employees under the Company's 1996 Stock Option Plan at an exercise
price equal to the fair market value of the Common Stock at the date of
grant. These options vest over the next two years and all options expire
on May 18, 2007.
(7) CAPITAL STOCK
On June 17, 1997, the Company issued 30,000 shares of its restricted
common stock to a consultant in payment for service rendered to the
Company. Such restricted common stock was valued at $52,500.
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THRIFT MANAGEMENT, INC.
AND SUBSIDIARIES
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is an analysis of the results of operations of Thrift Management,
Inc. and Subsidiaries (collectively, the "Company") and its liquidity and
capital resources. The Company cautions readers that certain important factors
may affect the Company's actual results and could cause such results to differ
materially from any forward-looking statements that may be deemed to have been
made in this Report or that are otherwise made by or on behalf of the Company.
For this purpose, any statements contained in this Report that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the generality of the foregoing, words such as "may," "expect,"
"believe," "anticipate," "intend," "could," "estimate," or "continue" or the
negative or other variations thereof or comparable terminology are intended to
identify forward-looking statements. These risks include: risks of increases in
the costs of the Company's products; the Company's relationship with its
suppliers, licensors and contributors; changes in preferences of customers;
competitive and general economic factors in the markets where the Company sells
and collects goods; the impact of and changes in government regulations such as
restrictions or prohibitions relating to the contribution of charitable goods;
and other factors discussed herein or from time to time in the Company's filings
with the Securities and Exchange Commission.
The following discussion and analysis should be read in conjunction with the
condensed consolidated financial statements and the related notes thereto of the
Company included elsewhere herein.
GENERAL
The Company was organized in July, 1991 for the purpose of managing the
operation of retail thrift stores that offer new and used articles of clothing,
furniture, miscellaneous household items and antiques. HTMI is registered with
the State of Florida as a professional solicitor. The Company obtains its
merchandise primarily from two sources: (i) purchase contracts with charitable
organizations in return for an average of 2% - 3% of its gross sales; and (ii)
contracts with drop box collectors who maintain drop boxes throughout designated
areas from whom the Company purchases merchandise in bulk at a flat rate per
pound.
Items from the stores that remain unsold are sold in bulk to exporters, which
ship the items to countries throughout the Caribbean, Central and South America,
and Eastern Europe. Through its subsidiaries, the Company currently operates
five retail stores. HTMI is responsible for the solicitation of donations on
behalf of the charities through direct mailings, newspaper advertising and
telemarketing. HTMI is, in addition, responsible for the pickup of the donated
merchandise throughout the communities surrounding the Company's stores.
RESULTS OF OPERATIONS - FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND JUNE 30,
1996
Revenues for the second quarter ended June 30, 1997 and 1996, totaled $1,840,298
and $1,433,084, respectively. Revenues increased $407,214 or 28.4% for the 1997
quarter as compared to the 1996 quarter. The sales increase resulted from
increased market penetration at each of the Company's locations. The Company
currently expects to continue to achieve increased same-store sales revenues as
it attempts to increase its market share in each of the Company's markets. The
Company's gross profit for the second quarter of 1997 increased $172,831 or
22.5% to $940,825 from $767,994 for the second quarter of 1996. This increase is
attributable principally to increased sales volumes, which was partially offset
by an increase in the cost of sales.
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Costs of goods sold, as a percentage of sales, increased 2.5% for the second
quarter of 1997 as compared to the second quarter of 1996. The Company currently
has two sources for merchandise: direct donated goods through the charities with
which it has entered into purchase contracts, and fresh donated goods purchased
from private sources. In order to support the 28.4% increase in same store sales
and to accumulate merchandise for its new Lauderdale Lakes store (which opened
July 19, 1997), the Company significantly increased its purchases of merchandise
from private sources. The Company's purchases from private sources for the
second quarter of 1997 increased over 73% versus the prior year. Some of the
merchandise being acquired is being purchased from sources in other states,
requiring additional freight costs . The additional costs resulting from the
Company's greater reliance on purchased goods is the primary factor resulting in
a higher cost of goods sold. Management is currently reviewing ways to improve
donation levels at the charities with which it currently has agreements,
including operating manned donation trailers/drop boxes at multiple locations in
South and Central Florida. Management believes this will help to reduce
merchandise collection costs and will provide additional sources of merchandise
for the Company's stores.
General and administrative expenses for the second quarter of 1997 increased
$229,345 to $898,537 from $669,192 for the second quarter of 1996. This increase
is principally due to the expensing of pre-opening costs associated with the
Company's fifth store in Lauderdale Lakes, Florida of $108,978 in the second
quarter of 1997, and consulting fees which totaled $58,750 (which included
restricted common stock valued at $52,500) which are associated with Company's
expansion and acquisition plans. Additionally, legal and accounting costs of
$43,000 associated with being a public company were incurred in the second
quarter of 1997.
RESULTS OF OPERATIONS - FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND JUNE 30, 1996
Revenues for the six months ended June 30, 1997 and 1996 totaled $3,660,848 and
$2,960,017, respectively. Revenues increased $700,831 or 23.7% for the 1997
period as compared to the 1996 period. The sales increase resulted from
increased market penetration at each of the Company's locations. The Company
currently expects to continue to achieve increased same-store sales revenues as
it attempts to increase its market share in each of the Company's markets. The
Company's gross profit for the six months ended June 30, 1997 increased $284,989
or 17.5% to $1,912,999 from $1,628,010 for the six months ended June 30, 1996.
This increase is attributable principally to increased sales volumes which was
partially offset by an increase in the cost of sales.
Costs of goods sold, as a percentage of sales, increased 2.7% for the 1997
period as compared to the 1996 period. The Company currently has two sources for
merchandise: direct donated goods through the charities with which it has
entered into purchase contracts, and fresh donated goods purchased from private
sources. In order to support the 23.7% increase in same store sales and to
accumulate merchandise for its new Lauderdale Lakes store (which opened July 19,
1997), the Company significantly increased its purchases of merchandise from
private sources. The Company's purchases from private sources during the six
months ended June 30, 1997 increased over 60% versus the prior year. Some of the
merchandise being acquired is being purchased from sources in other states,
requiring additional freight costs. The additional costs resulting from the
Company's greater reliance on purchased goods is the primary factor resulting in
a higher cost of goods sold, as a percentage of sales. During the six months
ended June 30, 1997, a total of 48% of the Company's sales were generated from
goods purchased from private sources as compared to 37% in the comparable period
in 1996. Management is currently reviewing ways to improve donation levels at
the charities with which it currently has agreements, including operating manned
donation trailers/drop boxes at multiple locations in South and Central Florida.
Management believes this will help to reduce merchandise collection costs and
will provide additional sources of merchandise for the Company's stores;
however, with the same-store sales increases and the planned new stores, the
Company expects that goods purchased from private sources will continue to be a
significant source of total merchandise acquired by the Company for sale to its
customers.
General and administrative expenses for the six months ended June 30, 1997
increased $391,223 to $1,747,734 from $1,356,511 for the second quarter of 1996.
This increase is principally due to the one-time pre-opening
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costs of opening up the Company's fifth store in Lauderdale Lakes, Florida of
$108,978, which was expensed during the second quarter. Consulting fees for the
six months ending June 30, 1997 totaled $65,000 (which included restricted
common stock issued that was valued at $52,500) which are associated with the
Company's expansion and acquisition plans. For the six months ending June 30,
1997, the legal and accounting costs associated with the Company's initial
public offering ("IPO") and the continuing cost associated with being a public
company totaled $96,000 and represent an increase over comparable expenses
incurred during the six months ending June 30, 1996.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1997, the Company had working capital of $2,248,158 as compared to
working capital of $44,931 at June 30, 1996. The net increase in working capital
is attributable primarily to cash and short term investments increasing by
$2,145,340, principally as a result of consummation of the IPO in December 1996
and the receipt of net proceeds therefrom, and the liquidation of a $250,000
promissory note receivable that represents consideration received by the Company
for the sale of its securities in a private offering in February, 1996.
Cash at June 30, 1997 totaled $789,298, as compared with $70,649 at June 30,
1996. Net cash provided by operating activities totaled $75,504 for the six
months ended June 30, 1997 as compared to $92,483 for the six months ending June
30, 1996. From December 31, 1996 through June 30, 1997, the net decrease in cash
of $1,780,890 resulted primarily from the purchase of additional property and
equipment to be utilized for the new store in Lauderdale Lakes, Florida
($166,159) the purchase of certain short-term investments ($1,426,691) and the
reduction in the amount due to stockholder ($176,962).
The increase in cash and short-term investments from June 30, 1996 to June 30,
1997 is the net result of the following items: receipt of net proceeds of
$2,596,950 from the IPO, receipt of net proceeds of $680,000 from two private
offerings, liquidation of the Company's liability to the Miami Jewish Home,
dividends and loans paid to the sole stockholder, and the purchase of Common
Stock and warrants for $500,000.
The Company believes that its current capital resources, together with the
expected cash flow from its operations, will be sufficient to meet its
anticipated working capital requirements through at least 1998. There can be no
assurances, however, that such will be the case.
INFLATION AND SEASONALITY
Although the Company cannot accurately determine precisely the effects of
inflation, management does not believe that inflation currently has a material
effect on the Company's sales or results of operations.
The Company's operations are located in South Florida, which has numerous
part-time residents during the winter. The Company's results of operations
reflect the seasonable nature of this market, with donations and sales of
merchandise being higher in the winter months.
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PART II - OTHER INFORMATION
Item 2 - Changes in Securities
On June 17, 1997, the Company issued 30,000 shares of its restricted common
stock to a consultant in payment for services rendered to the Company. Such
restricted common stock was valued at $52,500.
The foregoing shares of common stock were issued by the Company in reliance
on the exemption from registration set forth in Section 4(2) of the
Securities Act of 1933, as amended, as it was a transaction by the Company
not involving a public offering.
Item 5 - Other Information
1. In June, 1997 the Company retained Stephen L. Wiley as its Chief Financial
Officer. Mr. Wiley has more than 30 years specialty retail CFO experience
with public and private companies including Linen Supermarket, Inc., W.R.
Grace retail companies, Homecrafters Warehouse and Concept 90 Marketing,
Inc.
2. On July 19, 1997, the Company opened its fifth store in Lauderdale Lakes,
Florida. This 29,125 square foot store is now the Company's largest store
and is almost double the next largest store. An advertising campaign, using
direct mail and newspapers, to build the customer base at this store is
underway and will continue through the holiday season. The Company
currently plans to open its sixth store during the fourth quarter of 1997.
3. On July 24, 1997 the Company amended its agreement with Missing Children
Awareness Foundation, Inc. Under the amendment, the Company has the right
to use collection trailers/drop boxes, which may bear the name of the
charity, to solicit donations of merchandise. The Company will be solely
responsible for the maintenance of and collections from the trailers/drop
boxes and the charity shall have no rights or obligations with respect to
the trailers/drop boxes.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits:
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
10.1 Second Amendment to Agreement to Solicit
Salvageable Property between the Company and
Missing Children Awareness Foundation, Inc.
dated July 24, 1997.
27.1 Financial Data Schedule.
(b) Reports on Form 8-K
During the quarter ended June 30, 1997, the Registrant
filed a Current Report on Form 8-K dated May 1, 1997,
reporting under Item 4 of Form 8-K the change in
Registrant's certifying accountants.
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SIGNATURE
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
THRIFT MANAGEMENT, INC.
By: /s/ Marc Douglas
-----------------------------------
Marc Douglas, President and Chief
Executive Officer (Principal
executive officer)
By: /s/ Stephen L. Wiley
-----------------------------------
Stephen L. Wiley, Chief
Financial Officer (Principal
financial officer)
Date: August 13, 1997
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