1 EXHIBIT NO. 19 REPORTS FURNISHED TO SECURITY-HOLDERS 2 - ------------------------------------------------ CINTECH TELE- MANAGEMENT SYSTEMS, INC. Condensed Financial Statements for the Three and Six-Months Ended December 31, 1998 and 1997 and Independent Accountants' Report 3 INDEPENDENT ACCOUNTANTS' REPORT To the Directors of Cintech Tele-Management Systems, Inc. We have reviewed the accompanying condensed balance sheets of Cintech Tele-Management Systems, Inc. (the "Company") as of December 31, 1998 and 1997 and the related condensed statements of operations, stockholders' equity and cash flows for the three months and six months then ended (all expressed in U.S. dollars). These financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytic procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to such condensed financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the balance sheet of the Company as of June 30, 1998, and the related statement of operations, stockholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated August 26, 1998, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed balance sheet as of June 30, 1998 is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. /s/ Deloitte & Touche LLP January 22, 1999 4 CINTECH TELE-MANAGEMENT SYSTEMS, INC. CONDENSED BALANCE SHEETS DECEMBER 31, 1998, JUNE 30, 1997 AND DECEMBER 31, 1997 - ----------------------------------------------------------------------------------------------------------- DECEMBER 31, JUNE 30, DECEMBER 31, 1998 1998 1997 ASSETS (UNAUDITED) (UNAUDITED) CURRENT ASSETS: Cash and cash equivalents (Note 1) $1,197,730 $ 913,699 $ 674,695 Marketable securities (Note 2) 3,318,562 916,832 614,310 Accounts receivable, trade - (Net of allowance of $92,468, $28,397 and $56,401 at December 31, 1998, June 30, 1998, and December 31, 1997, respectively) (Note 1) 461,132 1,523,058 1,262,134 Inventory (Note 1) 57,519 87,472 80,688 Prepaid expenses 20,885 28,450 5,865 ---------- ---------- ---------- Total current assets 5,055,828 3,469,511 2,637,692 ---------- ---------- ---------- FIXED ASSETS (Note 1): Equipment 698,925 668,065 645,446 Furniture and fixtures 146,592 146,592 122,331 ---------- ---------- ---------- Total 845,517 814,657 767,777 Less accumulated depreciation (752,594) (703,804) (701,423) ---------- ---------- ---------- Total fixed assets - net 92,923 110,853 66,354 ---------- ---------- ---------- Software development costs - net (Note 1) 482,151 225,117 372,930 ---------- ---------- ---------- TOTAL $5,630,902 $3,805,481 $3,076,976 ========== ========== ========== DECEMBER 31, JUNE 30, DECEMBER 31, 1998 1998 1997 LIABILITIES AND STOCKHOLDERS' EQUITY (UNAUDITED) (UNAUDITED) CURRENT LIABILITIES: Accounts payable $ 476,650 $ 201,292 $ 526,369 Accrued liabilities: Accrued salaries 266,250 222,562 152,122 Accrued payroll taxes 25,976 13,660 10,389 Accrued vacation 70,712 86,782 71,625 Other 300,383 300,302 189,587 Deferred maintenance revenue (Note 1) 567,323 442,611 330,724 ----------- ----------- ----------- Total current liabilities 1,707,294 1,267,209 1,280,816 ----------- ----------- ----------- STOCKHOLDER'S EQUITY (Notes 1, 5, 6): Common stock 8,986,122 8,982,842 8,982,842 Contributed capital 675,757 675,757 675,757 Treasury stock (2,290) (2,290) (2,290) Accumulated deficit (5,735,981) (7,118,037) (7,860,149) ----------- ----------- ----------- Total stockholders' equity 3,923,608 2,538,272 1,796,160 TOTAL $ 5,630,902 $ 3,805,481 $ 3,076,976 =========== =========== =========== See notes to financial statements. - 2 - 5 CINTECH TELE-MANAGEMENT SYSTEMS, INC. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS AND SIX-MONTHS ENDED DECEMBER 31, 1998 AND 1997 - ------------------------------------------------------------------------------------------ FOR THE THREE-MONTHS ENDED FOR THE SIX-MONTHS ENDED DECEMBER 31, DECEMBER 31, ------------------------- ------------------------- 1998 1997 1998 1997 NET SALES (Note 1) $2,225,468 $2,621,221 $5,517,560 $4,677,971 COST OF PRODUCTS SOLD (Note 1) 311,012 433,427 691,571 738,882 PROVISION FOR OBSOLETE INVENTORY (Note 1) 4,500 10,500 9,000 17,500 AMORTIZATION OF DEFERRED SOFTWARE DEVELOPMENT COSTS (Note 1) 36,000 36,000 72,000 72,000 LICENSING FEES (Note 1) 253,185 460,826 892,508 793,900 ---------- ---------- ---------- ---------- GROSS PROFIT 1,620,771 1,680,468 3,852,481 3,055,689 RESEARCH AND DEVELOPMENT 93,312 142,461 195,983 274,768 SELLING, GENERAL AND ADMINISTRATIVE (Notes 1, 3) 1,177,847 1,146,711 2,318,084 2,291,801 ---------- ---------- ---------- ---------- INCOME FROM OPERATIONS 349,612 391,296 1,338,414 489,120 OTHER INCOME 27,438 6,981 43,642 14,941 ---------- ---------- ---------- ---------- NET INCOME $ 377,050 $ 398,277 $1,382,056 $ 504,061 ========== ========== ========== ========== BASIC AND DILUTED EARNINGS PER COMMON SHARE (Note 5) $ 0.03 $ 0.03 $ 0.11 $ 0.04 ========== ========== ========== ========== See notes to financial statements. - 3 - 6 CINTECH TELE-MANAGEMENT SYSTEMS, INC. CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) FOR THE SIX-MONTHS ENDED DECEMBER 31, 1998 AND 1997 - ----------------------------------------------------------------------------------------------------------------- COMMON TOTAL STOCK CONTRIBUTED TREASURY ACCUMULATED STOCKHOLDERS' NO PAR VALUE CAPITAL STOCK DEFICIT EQUITY BALANCE AT JUNE 30, 1997 $8,982,842 $675,757 $(2,290) $(8,364,210) $1,292,099 NET INCOME 504,061 504,061 ---------- -------- ------- ----------- ---------- BALANCE AT DECEMBER 31, 1997 $8,982,842 $675,757 $(2,290) $(7,860,149) $1,796,160 ========== ======== ======= =========== ========== BALANCE AT JUNE 30, 1998 $8,982,842 $675,757 $(2,290) $(7,118,037) $2,538,272 STOCK OPTIONS EXERCISED 3,280 3,280 NET INCOME 1,382,056 1,382,056 ---------- -------- ------- ----------- ---------- BALANCE AT DECEMBER 31, 1998 $8,986,122 $675,757 $(2,290) $(5,735,981) $3,923,608 ========== ======== ======= =========== ========== See notes to financial statements. - 4 - 7 CINTECH TELE-MANAGEMENT SYSTEMS, INC. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE SIX-MONTHS ENDED DECEMBER 31, 1998 AND 1997 - ------------------------------------------------------------------------------------------------------ 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,382,056 $ 504,061 ----------- --------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 48,790 93,000 Amortization of software development costs 72,000 72,000 Provision for obsolete inventory 9,000 17,500 Provision for doubtful accounts 64,071 18,797 Changes in assets and liabilities: Decrease (increase) in accounts receivable 997,855 (306,983) Decrease in inventory 20,953 3,227 Decrease in prepaid expenses 7,565 13,918 Increase (decrease) in accounts payable 275,358 (6,734) Increase in accrued expenses 40,015 53,844 Increase in deferred maintenance revenue 124,712 154,399 ----------- --------- Total adjustments 1,660,319 112,968 ----------- --------- Net cash provided by operating activities 3,042,375 617,029 ----------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of marketable securities (2,401,730) (251,215) Purchase of fixed assets (30,860) (15,019) Expenditures for software development costs (329,034) (86,600) ----------- --------- Net cash used in investing activities (2,761,624) (352,834) ----------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 3,280 Payment on notes payable (30,000) ----------- --------- Net cash provided by (used in) financing activities 3,280 (30,000) ----------- --------- NET INCREASE IN CASH AND CASH EQUIVALENTS 284,031 234,195 CASH AND CASH EQUIVALENTS: Beginning of period 913,699 440,500 ----------- --------- End of period $ 1,197,730 $ 674,695 =========== ========= See notes to financial statements - 5 - 8 CINTECH TELE-MANAGEMENT SYSTEMS, INC. NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 1998 AND AS OF DECEMBER 31, 1998 AND 1997 AND FOR THE THREE-MONTH AND SIX-MONTH PERIODS THEN ENDED (INFORMATION RELATED TO THE THREE AND SIX-MONTHS ENDED DECEMBER 31, 1998 AND 1997 IS UNAUDITED) - -------------------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF BUSINESS - The Company develops and markets computer software in the emerging Computer-to-Telephone Integration (CTI) industry which integrates the voice functions of the telephone with the data functions of the computer to provide various business applications. This provides the means for small to mid-sized offices to take advantage of the rapid advances and emerging capabilities of CTI. Cintech has key strategic product partnerships with Nortel and NEC America. These strategic product partnerships provide the Company with extensive distribution opportunities. BASIS OF PRESENTATION - The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB and Rule 10-01 of Regulation S-X and are expressed in United States dollars. The differences in accounting principles generally accepted in the United States of America and Canada are described in Note 8. The information disclosed in the notes to the financial statements included in the Company's Annual Report on Form 10-KSB for the year ended June 30, 1998 has not changed materially unless otherwise disclosed herein. Financial information as of June 30, 1998 included in these financial statements has been derived from the audited financial statements included in that report. In management's opinion all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the interim periods have been made. Results of operations are not necessarily indicative of the results that may be expected for future interim periods or for the full year. USE OF ESTIMATES - The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. REVENUE - Generally, the Company records revenue from product sales when the product is shipped. Contracts with certain distributors may have terms which cause the Company to record revenue when the product is sold to third parties. Also, the Company records an estimate of potential future returns of product sold at the time of sale. DEFERRED MAINTENANCE REVENUE - The Company sells product maintenance agreements which provide for repair of hardware and no-cost upgrade of software. These agreements normally cover a one-year period with revenue being recognized on a straight-line basis over the maintenance period. WARRANTY RESERVE - At the time of sale, the Company accrues for warranty costs relating to hardware replacement or on site support to be provided during the first twelve months following the sale. Costs associated with supporting product under warranty are charged to the reserve instead of current period cost. The reserve, included in other accrued liabilities in the financial statements, is adjusted periodically based upon actual experience. - 6 - 9 DEPRECIATION - Fixed assets are carried at cost. Depreciation is computed using an accelerated method over the following useful lives: Equipment 5 years Furniture and Fixtures 7 years Computer Equipment 3 years INVENTORY - Inventories are valued at the lower of cost or market, with cost being computed using the first-in, first-out method. Inventories consist of: DECEMBER 31, JUNE 30, DECEMBER 31, 1998 1998 1997 Literature and other documentation $ 18,650 $ 27,107 $ 43,526 Computer hardware 894,586 933,500 950,596 Allowance for obsolete inventory (855,717) (873,135) (913,434) -------- -------- -------- Total inventory $ 57,519 $ 87,472 $ 80,688 ======== ======== ======== SIGNIFICANT CUSTOMERS - Most of the Company's sales are to distributors in the telephone industry. The Company had sales to major distributors, as follows: SALES FOR THE THREE-MONTHS SALES FOR THE SIX-MONTHS ENDED DEC 31, ENDED DEC 31, 1998 1997 1998 1997 ---------------- ---------------- ----------------- ----------------- AMOUNT % AMOUNT % AMOUNT % AMOUNT % Distributor A $1,277,103 57% $1,409,452 54% $3,594,144 65% $2,510,879 54% Distributor B 234,010 11% 479,765 9% 459,253 10% ---------- -- ---------- -- ---------- -- ---------- -- Total $1,511,113 68% $1,409,452 54% $4,073,909 74% $2,970,132 64% ========== == ========== == ========== == ========== == The Company had gross accounts receivable from major distributors, each of which was in excess of 10% of the Company's total accounts receivable, as follows: PERCENT OF GROSS ACCOUNTS DISTRIBUTORS RECEIVABLE December 31, 1998 2 65% June 30, 1998 1 86% December 31, 1997 2 73% - 7 - 10 INTERNATIONAL SALES - The Company had international sales as follows: SALES FOR THE THREE-MONTHS SALES FOR THE SIX-MONTHS ENDED DECEMBER 31, ENDED DECEMBER 31, -------------------------------------- -------------------------------------- 1998 1997 1998 1997 ---------------- ---------------- -------------- ----------------- AMOUNT % AMOUNT % AMOUNT % AMOUNT % Canada $16,008 1% $27,565 1% $31,363 1% $ 83,294 2% Other 1,519 14,040 1% 1,519 36,143 1% ------- -- ------- -- ------- -- -------- -- Total $17,527 1% $41,605 2% $32,882 1% $119,437 3% ======= == ======= == ======= == ======== == SOFTWARE DEVELOPMENT COSTS - Costs incurred internally for creation of the computer software product are charged to research and development expense when incurred until technological feasibility has been established for the product. Thereafter, until general release, all software production costs are capitalized and subsequently reported at the lower of amortized cost or net realizable value. The capitalized costs are amortized on a straight-line basis over the estimated economic life of the product. Costs capitalized were $252,691 and $40,744 and related amortization was $36,000 for the three-months ended December 31, 1998 and 1997, respectively. Costs capitalized were $329,034 and $86,600 and related amortization was $72,000 for the six-months ended December 31, 1998 and 1997, respectively. The Company periodically evaluates the capitalized cost relative to potential sales and accelerates the write-off when appropriate. LICENSING FEE - The Company has agreements with distributors which require the payment of a license fee on certain software sales made by the distributors. This license fee is for the distribution of the Company's products. FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying value of certain of the Company's financial instruments, such as cash, trade accounts receivable and trade accounts payable, approximate their fair values. ACCOUNTING CHANGES - In 1997, the Financial Accounting Standards Board ("FASB") issued Statement No. 131, "Disclosures about Segments of an Enterprise and Related Information." This statement, which is effective for the 1999 fiscal year, expands or modifies disclosures and, accordingly, will have no impact on the Company's reported financial position, result of operations or cash flows. In 1998, the FASB issued Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement, which is effective for all periods beginning after June 15, 1999, will have no impact on the Company's reported financial position, results of operations or cash flows. The Company adopted FASB Statement No. 128, "Earnings Per Share," during the quarter ended December 31, 1997. Earnings per share of prior periods have been restated (see Note 5). The Company also adopted FASB Statement No. 130, "Reporting Comprehensive Income" during the quarter ended September 30, 1998. However, as the Company had no items of comprehensive income, there was no impact on the Company's financial statements. CASH AND CASH EQUIVALENTS - For purposes of reporting cash flows, the Company considers all money market instruments to be cash equivalents. - 8 - 11 RECLASSIFICATION - Certain fiscal year 1998 amounts have been reclassified in order to conform to fiscal year 1999 presentation. 2. MARKETABLE SECURITIES The Company maintains various investments in treasury bills and federal agency notes which are classified as held-to-maturity and are reported at amortized cost in accordance with FASB Statement No. 115 "Accounting for Certain Investments in Debt and Equity Securities". All items mature within one year. The cost and market value of the investments are summarized below: NET AMORTIZED UNREALIZED DESCRIPTION COST MARKET GAIN (LOSS) December 31, 1998 - Federal Agency Notes $3,318,562 $3,318,155 $ (407) ========== ========== ====== June 30, 1998 - Federal Agency Notes $ 916,832 $ 915,957 $ (875) ========== ========== ====== December 31, 1997 - US Treasury Bills/Federal Notes $ 614,310 $ 616,374 $2,064 ========== ========== ====== 3. OPERATING LEASES OPERATING LEASES - The Company leases its office facility in Norwood, Ohio. This operating lease, which began in March 1995 and expires in April 2002, calls for escalating lease payments over the term of the lease. The Company records lease expense on a straight-line basis over the life of the lease. The annual minimum rent to be paid under the operating lease agreement for the facility in Norwood, Ohio is as follows: Period Ending December 31: 1999 $205,000 2000 217,500 2001 220,000 2002 73,332 Rent expense for the leased office space was $73,277 in each of the three-month periods ended December 31, 1998 and 1997. Rent expense for the leased office space was $146,553 in each of the six-month periods ended December 31, 1998 and 1997. 4. NOTE PAYABLE The Company had a Term Note Payable - Bank bearing interest at the prime lending rate (8.25%) which was paid in full, principal and interest, on December 19, 1997. - 9 - 12 5. CAPITAL STOCK AND INCOME PER SHARE The following schedule is a summary of the Company's shares of capital stock. COMMON IN AUTHORIZED ISSUED OUTSTANDING TREASURY Balance at December 31, 1998 15,000,000 12,293,063 12,291,063 2,000 ========== ========== ========== ===== Balance at June 30, 1998 15,000,000 12,281,751 12,279,751 2,000 ========== ========== ========== ===== Balance at December 31, 1997 15,000,000 12,281,751 12,279,751 2,000 ========== ========== ========== ===== Income per common share was based on the weighted average number of common shares outstanding during each period. In accordance with FASB No. 128 "Earning Per Share," the Company's basic and diluted earning per share were determined as follows: THREE-MONTHS ENDED THREE-MONTHS ENDED DECEMBER 31, 1998 DECEMBER 31, 1997 ------------------------------------ ------------------------------------ INCOME SHARES PER SHARE INCOME SHARES PER SHARE (NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT BASIC EPS Income available to common stockholders $ 377,050 12,291,063 $0.03 $398,277 12,279,751 $0.03 EFFECT OF DILUTIVE SECURITIES Stock options 318,650 342,005 ---------- ---------- ----- -------- ---------- ----- DILUTED EPS Income available to common stockholders and assumed conversions $ 377,050 12,609,713 $0.03 $398,277 12,621,756 $0.03 ========== ========== ===== ======== ========== ===== SIX-MONTHS ENDED SIX-MONTHS ENDED DECEMBER 31, 1998 DECEMBER 31, 1997 ------------------------------------ ----------------------------------- INCOME SHARES PER SHARE INCOME SHARES PER SHARE (NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT BASIC EPS Income available to common stockholders $1,382,056 12,291,063 $0.11 $504,061 12,279,751 $0.04 EFFECT OF DILUTIVE SECURITIES Stock options 233,466 298,581 ---------- ---------- ----- -------- ---------- ----- DILUTED EPS Income available to common stockholders and assumed conversions $1,382,056 12,524,529 $0.11 $504,061 12,578,332 $0.04 ========== ========== ===== ======== ========== ===== - 10 - 13 6. STOCK OPTION PLAN During 1994, the Board of Directors approved a plan providing for the granting, to employees, options for the purchase of a maximum of 1,500,000 shares of common stock. In 1996, the plan was amended to provide for non-employee eligibility. Excluding the options granted in February 1994, all options have been granted at an exercise price equal to the fair market value at the date of grant and become exercisable equally over a four-year period. The February 1994 options were granted at a price below fair market value at the date of grant and were subsequently adjusted to market. The 1994 options granted became exercisable equally over a two-year period. All options expire at the end of ten years from the date of grant. The Company has adopted the disclosure only provision of SFAS No. 123 and applies APB Opinion No. 25 in accounting for its stock options. Proforma disclosure reflecting the financial impact of compensation cost for stock option grants made in fiscal years 1998 and 1997, determined using the fair value method consistent with SFAS No. 123, were presented in the footnotes to the 1998 annual report. 7. INCOME TAXES Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. Deferred taxes consist of the following: DECEMBER 31, JUNE 30, DECEMBER 31, 1998 1998 1997 Current deferred tax asset: Deferred revenue $ 192,890 $ 150,488 $ 112,446 Inventory reserve 290,944 296,866 309,996 Accrued compensation 8,197 8,197 8,197 Reserves not currently deductible 31,439 9,655 19,176 Accrued rent 24,532 26,554 26,834 ----------- ----------- ----------- Total 548,002 491,760 476,649 Less valuation allowance (548,002) (491,760) (476,649) ----------- ----------- ----------- Net $ -- $ -- $ -- =========== =========== =========== Non-current deferred tax asset: Net operating loss carryforward $ 1,541,087 $ 2,027,953 $ 2,071,836 Research and development credits 190,025 178,925 167,825 ----------- ----------- ----------- Total 1,731,112 2,206,878 2,239,661 Non-current deferred tax liability: Deferred software development costs (129,931) (76,540) (126,796) ----------- ----------- ----------- Net non-current deferred tax asset 1,601,181 2,130,338 2,112,865 Less valuation allowance (1,601,181) (2,130,338) (2,112,865) ----------- ----------- ----------- Net $ -- $ -- $ -- =========== =========== =========== - 11 - 14 The provision for income taxes for the three-months and six-months ended December 31, 1998 and 1997 consists of the following: FOR THE THREE-MONTHS FOR THE SIX-MONTHS ENDED DECEMBER 31, ENDED DECEMBER 31, ------------------------- ------------------------- 1998 1997 1998 1997 Current provision $ -- $ -- $ -- $ -- Deferred provision (benefit) 125,385 (198,015) 472,915 (165,988) --------- --------- --------- --------- Total 125,385 (198,015) 472,915 (165,988) (Decrease) increase in the valuation allowance (125,385) 198,015 (472,915) 165,988 --------- --------- --------- --------- Income tax expense $ -- $ -- $ -- $ -- ========= ========= ========= ========= At December 31, 1998, the Company has net operating loss carryforwards of approximately $4,500,000 for U.S. Federal tax purposes. Such loss carryforwards, if unused as offsets to future taxable income, will expire beginning in 2002 and continuing through 2011. Also at December 31, 1998, for U.S. Federal tax purposes, the Company has research and development credit carryforwards available to offset future income taxes of approximately $190,000 which will begin to expire in 2002. 8. RECONCILIATION OF CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("CANADIAN GAAP AND U.S. GAAP") These financial statements have been prepared in accordance with accounting principles generally accepted in the United States. During the periods presented, differences between Canadian GAAP and U.S. GAAP arose as a result of depreciation. For U.S. GAAP purposes, furniture and fixtures, equipment, and computer equipment are depreciated over useful lives of seven, five, and three years, respectively, using an accelerated method. For Canadian GAAP purposes, furniture and fixtures, equipment, and computer equipment are to be depreciated over useful lives of five, three, and three years, respectively, using a straight-line method. The difference in methodology results in a reported US GAAP net income in excess of Canadian GAAP of $11,417 and $10,306 for the six-month periods ended December 31, 1998 and 1997, respectively. The difference does not have a material effect on the earnings per share calculation for either period. * * * * * * - 12 -