SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED JUNE 30, 1999 COMMISSION FILE NO. 0-20406
EZCONY INTERAMERICA INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
BRITISH VIRGIN ISLANDS NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Craigmuir Chambers, P.O. Box 71
ROAD TOWN, TORTOLA BRITISH VIRGIN ISLANDS
(Address of Principal Executive Offices) (Country)
Registrant's telephone number, including area code
(507) 441-6566 (PANAMA)
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 the filing
requirements for at least 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.
At August 1, 1999 there were outstanding:
4,510,000 common shares, no par value
EZCONY INTERAMERICA, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
PART I - FINANCIAL INFORMATION
PAGE
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
June 30, 1999 and December 31, 1998 ................................... 3
Condensed Consolidated Statements of Operations and Accumulated Deficit
Three Months Ended June 30, 1999 and 1998 ............................. 4
Condensed Consolidated Statements of Operations and Accumulated Deficit
Six Months Ended June 30, 1999 and 1998 ............................... 5
Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30, 1999 and 1998 ............................... 6
Notes to Condensed Consolidated Financial Statements .................. 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ................................... 8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings ..................................................... 12
Item 4. Submission of Matters to a Vote of Security Holders ................... 12
Item 5. Other Information ..................................................... 12
Item 6. Exhibits and Reports on Form 8-K ...................................... 12
Signatures .................................................................... 13
EZCONY INTERAMERICA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, December 31,
ASSETS 1999 1998
------------ ------------
Current assets:
Cash and cash equivalents $ 1,091,671 $ 1,253,073
Trade accounts receivable, net 16,536,218 19,268,099
Due from directors, officers and employees, net 395,573 347,044
Inventories 1,186,447 2,218,369
Prepaid expenses and other current assets 1,136,131 664,429
Restricted cash 3,984,590 4,491,914
------------ ------------
Total current assets 24,330,630 28,242,928
Property and equipment, net 4,240,227 4,295,643
Other assets 77,005 92,281
------------ ------------
Total assets $ 28,647,862 $ 32,630,852
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 224,490 $ 444,701
Notes and acceptances payable 13,454,842 19,079,097
Accounts payable 8,340,547 6,453,328
Accrued expenses and other current liabilities 320,664 657,138
------------ ------------
Total current liabilities 22,340,543 26,634,264
Long-term debt 2,842,490 2,732,386
------------ ------------
Total liabilities 25,183,033 29,366,650
------------ ------------
Shareholders' equity:
Common stock, no par value; $15,000,000 shares 12,954,723 12,954,723
authorized; 4,510,000 shares issued and
outstanding
Accumulated deficit (9,489,894) (9,690,521)
------------ ------------
Total shareholders' equity 3,464,829 3,264,202
------------ ------------
Total liabilities and shareholders' equity $ 28,647,862 $ 32,630,852
============ ============
The accompanying notes to condensed consolidated financial statements are an
integral part of these balance sheets
3
EZCONY INTERAMERICA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS AND ACCUMULATED DEFICIT
(Unaudited)
THREE MONTHS ENDED JUNE 30,
------------------------------
1999 1998
------------ ------------
Net sales $ 17,398,793 $ 37,334,463
Cost of sales 16,010,778 35,298,919
------------ ------------
Gross profit 1,388,015 2,035,544
Selling, general and administrative expenses 937,446 1,995,158
------------ ------------
Operating income 450,569 40,386
------------ ------------
Other income (expenses):
Interest income 66,749 149,295
Interest expense (411,577) (813,846)
Other 17,659 67,256
------------ ------------
(327,169) (597,295)
------------ ------------
Net Income or (Loss) 123,400 (556,909)
Accumulated deficit, beginning of period (9,613,294) (7,113,476)
------------ ------------
Accumulated deficit, end of period $ (9,489,894) $ (7,670,385)
============ ============
Income per common share - basic and assuming dilution:
Net Income (loss) $ 0.03 $ (0.12)
============ ============
Weighted average number of common shares
outstanding - basic 4,510,000 4,510,000
Dilutive effect of stock options -- 0
------------ ------------
Weighted average number of common shares
outstanding - assuming dilution $ 4,510,000 $ 4,510,000
============ ============
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements
4
EZCONY INTERAMERICA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS AND ACCUMULATED DEFICIT
(Unaudited)
SIX MONTHS ENDED JUNE 30,
------------------------------
1999 1998
------------ ------------
Net sales $ 33,110,715 $ 65,732,984
Cost of sales 30,404,499 61,651,514
------------ ------------
Gross profit 2,706,216 4,081,470
Selling, general and administrative expenses 1,872,986 3,879,913
------------ ------------
Operating income 833,230 201,557
------------ ------------
Other income (expenses):
Interest income 164,264 291,565
Interest expense (870,414) (1,544,811)
Other 73,547 127,990
------------ ------------
(632,603) (1,125,256)
------------ ------------
Net Income or (Loss) 200,627 (923,699)
Accumulated deficit, beginning of period (9,690,521) (6,746,686)
------------ ------------
Accumulated deficit, end of period $ (9,489,894) $ (7,670,385)
============ ============
Income per common share - basic and assuming dilution:
Net Income (loss) $ 0.05 $ (0.20)
============ ============
Weighted average number of common shares
outstanding - basic 4,510,000 4,510,000
Dilutive effect of stock options -- 0
------------ ------------
Weighted average number of common shares
outstanding - assuming dilution $ 4,510,000 $ 4,510,000
============ ============
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements
5
EZCONY INTERAMERICA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
SIX MONTHS ENDED JUNE 30,
----------------------------
1999 1998
----------- -----------
Cash flows from operating activities:
Net income (loss) $ 200,627 $ (923,699)
Reconciliation of net income (loss) to net cash used in
Operating activities -
Depreciation and amortization 107,603 145,049
Provision for doubtful accounts 300,876 611,043
Loss on sale of equipment -- 1,734
Loss on disposal of discontinued operations -- --
Changes in operating assets and liabilities:
Decrease in trade accounts receivable 2,431,004 3,362,501
Increase in due from directors, officers and
employees, net (60,373) (101,011)
Decrease (increase) in inventories 1,031,922 (2,569,980)
Decrease (increase) in prepaid expenses
and other current assets (467,684) 501,046
Decrease (increase) in other assets 15,275 (112,206)
Increase (decrease) in accounts payable 1,887,219 740,896
Decrease in accrued expenses and other current
liabilities (328,646) (266,934)
----------- -----------
Net cash provided by operating activities 5,117,823 1,388,439
----------- -----------
Cash flows from investing activities:
Net decrease in restricted cash 507,324 1,728,965
Purchases of property and equipment (52,187) (165,771)
Proceeds from sale of equipment -- 6,750
----------- -----------
Net cash provided by investing activities 455,137 1,569,944
----------- -----------
Cash flows from financing activities:
(Repayment of) proceeds from notes and acceptances
payable (5,624,255) (2,705,172)
Repayment of long-term debt (110,107) (102,172)
----------- -----------
Net cash used in financing activities (5,734,362) (2,807,344)
----------- -----------
Net (decrease) increase in cash and cash equivalents (161,402) 151,039
Cash and cash equivalents at beginning of period 1,253,073 1,280,887
----------- -----------
Cash and cash equivalents at end of period $ 1,091,671 $ 1,431,926
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 870,414 $ 1,424,172
=========== ===========
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements
6
EZCONY INTERAMERICA INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) BASIS OF FINANCIAL STATEMENT PRESENTATION
In management's opinion, the accompanying unaudited condensed consolidated
financial statements of Ezcony Interamerica Inc. and subsidiaries (the
"Company") contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the Company's financial position and
the results of its operations.
The accompanying unaudited interim condensed consolidated financial statements
have been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission for the reporting on Form 10-Q. Pursuant to such rules and
regulations, certain information and footnote disclosures normally included in
the financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The condensed financial
statements should be read in conjunction with the Consolidated Financial
Statements and the Notes to Consolidated Financial Statements included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998.
The accounting policies followed for interim financial reporting are the same as
those disclosed in Note 2 of the Notes to Consolidated Financial Statements
included int he Company's Annual Report on Form 10-K for the year ended December
31, 1998.
(2) USE OF ESTIMATES
The preparation of 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 at the date of the
financial statements and the reported amount of revenues and expenses during the
reporting period. These estimates primarily relate to the determination of the
allowance for doubtful accounts. The Company's accounts receivable are
concentrated in Latin America where political and economic changes affect the
Company's ability and timing of collections. Additionally, the Company collects
certain receivables on a short-term installment basis. Although these estimates
are based on management's knowledge of current events and actions that it may
undertake in the future, actual results may ultimately differ from these
estimates.
(3) DISCONTINUED OPERATIONS
In the third quarter of 1998, the Company decided to restructure its operations
by closing the facility in the United States and transferring the operations to
the Colon Free Zone, Panama, facilities. The Company recorded restructuring
charges totaling $250,759 to recognize severance and benefits to employees to be
terminated ($45,000), lease obligations ranging from a minimum of $20,800 to a
maximum of $137,259, legal fees ($17,500), and a provision for asset impairment
($51,000).
(4) EARNINGS PER COMMON SHARE
Basic earnings or loss per common share is computed by dividing income or loss
available to common shareholders by the weighted average number of common shares
outstanding. Diluted earnings or loss per common share includes the diluting
effect of stock options and warrants. For the three and six months ended June
30, 1998, the effect of stock options and warrants were not included in the
computation because such inclusion would have been antidilutive. Options and
warrants to purchase 725,030 shares of common stock at prices ranging from $0.22
- - $4.13 per share were outstanding during the three and six months ended June
30, 1999, but were not included in the computation of diluted EPS because the
exercise price was greater than the average market price of the common shares.
7
(5) INCOME TAXES
Effective January 1, 1997, all income derived from export operations of
companies operating in the Colon Free Zone are tax exempt. Therefore, the
Company did not record any provision for income taxes for its operations in
Panama.
For the three and six month provided ending June 30, 1998, the Company did not
record a provision for income taxes for its operations in the United States of
America due to the taxable loss recognized for the period. The Company was not
operating in the United States in 1999; accordingly no provision for income
taxes was made.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
INTRODUCTION
The "Management's Discussion and Analysis of Financial Condition and Results of
Operations" included herein should be read in conjunction with the Consolidated
Financial Statements, the related Notes to Consolidated Financial Statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1998.
COMPARISON OF THREE MONTHS ENDED JUNE 30, 1999 AND 1998
NET SALES
Net sales decreased 53.4% to $17.4 million for the three months ended June 30,
1999 from $37.3 million for the same period in 1998. The decrease is primarily
attributable to the decreased sales in the Company's existing markets and also
resulting from the turmoil in the economies of Latin America, first with Brazil,
then Ecuador and the political problems in Venezuela and Colombia. The Company
has also reduced its product lines to eliminate slow selling brand names.
GROSS PROFIT
Gross profit decreased 31.8% from $2.0 million for the three months ended June
30, 1998 to $1.4 million for the same period in 1999.
The Company's gross profit margin increased to 8.0% in the three month period
ended June 30, 1999 compared to 5.5% in the comparable 1998 period. The increase
is primarily attributable to selective sales of merchandise resulting in better
margins and the rejection of orders coming at lower margins.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses decreased to $937,446 for the three
months ended June 30, 1999, compared to $2.0 million for the same period in
1998. The decrease in selling, general and administrative expenses is primarily
attributable to the following: (i) decrease in salaries and commissions, (ii)
closing of sales offices (iii) implementation of a severe austerity program to
reduce operating expenses and (iv) benefits of the implementation of the
restructuring program.
INTEREST
Interest income decreased to $66,749 for the three months ended June 30, 1999
compared to $149,295 for the same period in 1998 due to lower average daily
balances of restricted cash in time deposits.
Interest expense decreased to $411,577 for the three months ended June 30,1999
compared to $813,846 for the same period in 1998 as a result of the reduction of
bank credit lines.
8
PROFIT FROM CONTINUING OPERATIONS
Profit from continuing operations was $123,400 ($0.03 per share) for the three
months ended June 30, 1999, compared to loss from continuing of ($556,909)
($0.12 per share) for the three months ended June 30, 1998. The change was
primarily due to a decrease in selling, general and administrative expenses and
interest expenses, and better sales margins obtained.
COMPARISON OF SIX MONTHS ENDED JUNE 30, 1999 AND 1998
NET SALES
Total net sales decreased 49.6% to $33.1 million for the six months ended June
30, 1999, from $65.7 million for the same period in 1998. The decrease is
primarily attributable to the decreased sales in the Company's existing markets
and also resulting from the turmoil in the economies of Latin America, first
with Brazil, then Ecuador and the political problems in Venezuela and Colombia.
The Company has also reduced its product lines to eliminate slow selling brand
names and has implemented a customer and margin selective sales program.
GROSS PROFIT
Gross profit decreased 33.7% to $2.7 million for the six months ended June 30,
1999 from $4.1 million for the same period in 1998.
The Company's gross profit margin increased to 8.2% in the six months period
ended June 30, 1999 compared to 6.2% in the comparable 1998 period. The increase
is primarily attributable to a margin selective sales program in effect.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses decreased $2.0 million or 51.7% to
$1.9 million for the six months ended June 30, 1999, compared to $3.9 million
for the same period in 1998.
The decrease in selling, general and administrative expenses is primarily
attributable to the following: (i) decrease in salaries and commissions, (ii)
implementation of a severe austerity program to reduce operating expenses, (iii)
closing of sales offices, and (iv) benefits of the implementation of the
restructuring program.
Major savings were obtained in the following captions: Salaries and bonuses
$719,001 (59%), commissions $153,787 (57.3%), utilities and telephones $96,797
(42.9%), rental $48,396 (80.6%), office expenses $199,285 (68.8%), travel
expenses $77,390 (34.8%).
INTEREST
Interest income decreased to $164,264 for the six months ended June 30, 1999
compared to $291,565 for the same period in 1998 due to lower average daily
balances of restricted cash in time deposits.
Interest expense decreased to $870,414 for the six months ended June 30, 1999
compared to $1.5 million for the same period in 1998 as a result of a programmed
reduction of bank credit facilities to conform to the reduced sales volume.
PROFIT FROM CONTINUING OPERATIONS
Profit from continuing operations was $200,627 ($0.05 per share) for the six
months ended June 30, 1999, compared to loss from continuing operations of
$923,699 ($0.20 per share) for the six months ended June 30, 1998. The change
was primarily due to the decrease of operating expenses and selective sales to
obtain better sales margins.
9
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically, and will continue to finance its operations
through short-term bank borrowing, trade credit and, to a lesser extent,
internally generated funds.
The Company generated $5.1 million in cash from operating activities for the six
months ended June 30, 1999. This was primarily due to a decrease of $2.4 million
in accounts receivable, $1.9 million increase in accounts payable and $1.0
decrease in inventory.
Cash provided by investing activities was $0.5 million for the six months ended
June 30, 1999, attributable to a decrease in restricted cash balances of $0.5
million resulting from decrease in bank credit lines.
Cash used in financing activities was $5.7 million for the six months ended June
30, 1999 principally due to repayments of bank borrowing resulting from the
decrease in bank credit lines.
Management believes that the Company's ability to repay its indebtedness must be
achieved primarily through funds generated from its operations. Sales in
existing markets are primarily made on a credit basis as compared to cash basis.
Future political and economic changes in the Latin American countries in which
the Company sells, such as the imposition or lifting of exchange controls, may
affect the Company's ability to collect its accounts receivable. Due to the
decline in the economies in which we operate, we have seen a delay in the
collection of accounts receivable.
From time to time, the Company experiences temporary liquidity problems that are
typically related to the Company's extension of credit to its customers.
Beginning in 1998, the Company has taken measures to decrease the number of days
to collect on its accounts receivable by not shipping merchandise to certain
customers that have significant past due balances and increasing the collection
efforts of the Company's credit and collection department and sales force.
At June 30, 1999 the Company had available with five banks an aggregate of $21
million in bank facilities of which $20.7 million was utilized. All of the
Company's lines of credit and credit facilities from its various lenders are "on
demand".
The Company intends to consolidate its borrowings with its existing creditors in
an effort to obtain lower interest rates and reduce inventory carrying costs by
factoring its trade accounts receivables which would also limit the Company's
exposure to credit, political and transfer risk. There can be no assurances that
the Company will be able to finance its trade accounts receivable.
The Company continues to have good relationships with its principal suppliers,
Sony and Pioneer. At June 30, 1999, the Company's credit facility with Sony was
$2.8 million, which was partially collateralized by $1.4 million in stand-by
letters of credit. The Company's credit facility with Pioneer at June 30, 1999
was $4.0 million which was partially collateralized by $1.7 million in stand-by
letters of credit. Overall credit facilities from suppliers was $7.2 million at
June 30, 1999.
For a variety of political and economic reasons, the import of nonessential
items such as consumer electronics has been restricted or prohibited from time
to time by many Latin American countries through exchange controls, import
quotas and restrictions, tariffs and other means. Accordingly, changes in the
trade policies of Latin American countries affect both the market for the
Company's products as well as the Company's ability to sell its products. The
ability of the Company to sustain continued sales growth is greatly dependent on
the continuing favorable economic and political climate of the Latin American
countries that it is currently operating in, the Company's ability to maintain
or increase the profit margins on its sales within the competitive market that
it operates in, availability of payment methods to its customers, and, to a
lesser extent, product availability.
10
COUNTRY RISK
The Company does a substantial amount of business in Latin America. There are
significant "country risks" which arise in connection with this business,
including those associated with the receipt of payment for goods sold. Colombia,
which represents a significant market for the Company, is a country for which
the United States Government has taken a particular interest in monitoring the
flow of funds. Although the Company believes that payments received currently
comply with all applicable United States Government regulations and laws, there
can be no assurance that forms of payment will not be challenged by the United
States Government, or that business done in Colombia by the Company will not be
materially affected by this government scrutiny.
SEASONALITY
The Company's operations have historically been seasonal, with generally higher
sales in the third and fourth fiscal quarters. Typically, higher third and
fourth quarter sales result from increased sales in anticipation of the
Christmas holiday season. In addition, sales may also vary by fiscal quarter as
a result of the availability of merchandise for sale. Therefore, the results of
any interim period are not necessarily indicative of the results that might be
expected during a full fiscal year.
YEAR 2000 COMPLIANCE
Many computer programs were written using two digits rather than four digits to
define the applicable year in the twentieth century. Such software may recognize
a date using "00" as the year 1900 rather than the year 2000. The Company has
converted the programs and hardware systems to make them Year 2000 compatible.
The Company's Year 2000 project is comprised of two components - business
applications and equipment. The business applications component consists of the
Company's business computer systems, as well as the computer systems of
third-party suppliers or customers, whose year 2000 problems could potentially
impact the Company. Equipment exposures consist of personal computers, system
servers and telephone equipment whose year 2000 problems could also impact the
Company. The cost of the Year 2000 initiatives is not expected to be material to
the Company's results of operations, financial position or cash flows.
Implementation is expected to be completed before September 1, 1999.
FORWARD LOOKING STATEMENTS
From time to time, the Company publishes "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, including
certain statements in the "Management's Discussion and Analysis of Financial
Condition and Results of Operations," of this Form 10-Q, which relate to such
matters as anticipated financial performance, business prospects, technological
developments, new products and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. In order to comply with the terms of the safe harbor, the Company
notes that a variety of factors could cause the Company's actual results and
experience to differ materially from the anticipated results or other
expectations expressed in the Company's forward-looking statements. Such factors
include, among others: (i) the general availability of credit from its principal
suppliers and banks to the Company, specifically, the continued cooperation of
its major suppliers and its banks to provide credit and their forbearance from
time to time; (ii) expansion of the Company's "core" business into new
geographic markets and within its current markets; (iii) the Company's ability
to increase the profit margins on its sales within the competitive market it
operates in; (iv) continued positive economic developments in those foreign
countries in which the Company conducts a material amount of business, including
Colombia, Venezuela, Paraguay and Ecuador.
11
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company is currently not a party to any material litigation which is not
incidental to the ordinary course of its business and operations.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its annual shareholders' meeting on June 8, 1999. At such
meeting the shareholders:
(i) elected six members to the Board of Directors as follows:
Ezra Cohen
Moises Ezra Cohen
Ezra Homsany Gateno
Enrique P. Lacs
Leonard J. Sokolow
Carlos N. Galvez
(ii) ratified the appointment of McClain & Company as the Company's
independent public accountants
Item 5. OTHER INFORMATION
The Company's Common Stock was delisted from The Nasdaq Stock Market effective
at the close of business August 5, 1998 and began trading on the OTC Bulletin
Board. The Company was delisted because it was not in compliance with the market
value of public float and bid price listing requirements and a request for
continued listing pursuant to an exception to these requirements was denied. The
Company was unable to obtain inclusion into The Nasdaq SmallCap Market since the
Company did not meet its minimum market value of public float listing
requirement.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) List of Exhibits
(27) Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter ended June 30,
1999.
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.
EZCONY INTERAMERICA INC.
Date: August 16, 1999 /S/EZRA COHEN
---------------------
Ezra Cohen, President and
Chief Executive Officer
Date: August 16, 1999 /S/CARLOS N. GALVEZ
---------------------
Carlos N. Galvez
Acting Chief Financial Officer
13
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT
-------------- -------
27 Financial Data Schedule.