UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
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: 0-29464
ROCK OF AGES CORPORATION
(Exact name of Registrant as Specified in its Charter)
Delaware 03015320
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
772 Graniteville Road
Graniteville, Vermont 05654
(Address of principal executive offices) (Zip Code)
(802) 476-3121
(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 than 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 ___
At August 5, 1998, 3,891,178 shares of Class A Common Stock, par value
$0.01 per share, and 3,487,957 shares of Class B Common Stock, par value
$0.01 per share, of Rock of Ages
Corporation were outstanding.
ROCK OF AGES CORPORATION
INDEX
Form 10-Q for the Quarterly Period
Ended June 30, 1998
PART I FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets - June 30, 1998 and
December 31, 1997
Consolidated Statements of Operations - Three Months
Ended and the Six Months Ended
June 30, 1998 and 1997
Consolidated Statements of Cash Flows - Six Months
Ended June 30, 1998 and 1997
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About
Market Risk
PART II OTHER INFORMATION
Item 2. Changes and Securities and Use of Proceeds
Item 6. Exhibits and Reports on Form 8-K
Signature
PART I: FINANCIAL INFORMATION
ITEM I: FINANCIAL STATEMENTS
ROCK OF AGES CORPORATION
CONSOLIDATED BALANCE SHEETS
($ in thousands)
(Unaudited)
June 30, December 31,
1998 1997
----------- ------------
ASSETS
Current assets:
Cash and cash equivalents $ 3,961 8,637
Trade receivables, net 15,762 12,857
Due from affiliates 44 0
Inventories 20,435 16,104
Deferred tax assets 466 352
Other current assets 1,467 1,050
--------- ---------
Total current assets 42,135 39,000
Property, plant and equipment, net 38,194 36,436
Cash surrender value of life
insurance, net 1,182 1,176
Intangibles, net 19,679 15,596
Deferred tax assets 332 376
Investments in and advances to
affiliated company 131 131
Other assets 502 422
--------- ---------
Total assets $ 102,155 93,137
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Borrowings under lines of credit 1,583 1,328
Current installments of long-term debt 384 384
Trade payables 3,315 2,101
Accrued expenses 4,293 3,012
Due to related parties 55
Income taxes payable 1,247 234
Current portion of deferred income 200 400
Customer deposits 4,222 2,708
--------- ---------
Total current liabilities 15,244 10,222
Long-term debt, excluding current
installments 861 975
Deferred compensation 3,972 3,527
Accrued postretirement benefit cost 528 528
--------- ---------
Total liabilities 20,605 15,252
Commitments
Stockholder's equity:
Preferred stock-$.01 par value;
2,500,000 shares authorized
No shares issued or outstanding
Common stock-Class A, $.01 par value;
30,000,000 shares authorized
3,884,540 and 3,800,641 shares issued
and outstanding, respectively 39 38
Common stock-Class B, $.01 par value;
15,000,000 shares authorized
3,487,957 shares issued and outstanding 35 35
Additional paid-in capital 69,626 68,277
Retained earnings 12,018 9,662
Accumulated other comprehensive income (168) (127)
--------- ---------
Total stockholder's equity 81,550 77,885
--------- ---------
Total liabilities and stockholder's
equity $ 102,155 93,137
========= =========
**SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
ROCK OF AGES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands except per share amounts)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
------- ------- ------- -------
Net Revenues:
Quarrying $ 5,625 3,699 8,970 5,489
Manufacturing 13,443 8,876 24,029 15,278
Retailing 3,887 5,127
------- ------- ------- -------
Total net revenues 22,955 12,575 38,126 20,767
Gross profit:
Quarrying 2,791 1,402 3,650 1,565
Manufacturing 3,616 2,405 5,546 3,640
Retailing 2,193 2,942
------- ------- ------- -------
Total gross profit 8,600 3,807 12,138 5,205
Selling, general and
administrative expenses 4,493 2,089 8,542 4,328
------- ------- ------- -------
Income from operations 4,107 1,718 3,596 877
Interest expense 73 400 131 866
------- ------- ------- -------
Income before provision
for income taxes 4,034 1,318 3,465 11
Income tax provision 1,247 322 1,109 3
------- ------- ------- -------
Net Income $ 2,787 986 2,356 8
Net income per share $ 0.38 0.28 0.32 0.00
Net income per share -
assuming dilution $ 0.35 0.23 0.29 0.00
Weighted average number of
common shares outstanding 7,349 3,506 7,319 3,503
Weighted average number of
common shares outstanding
- assuming dilution 8,033 4,214 8,004 4,211
**SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ROCK OF AGES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
(Unaudited)
Six Months Ended
June 30,
1998 1997
---- ----
Cash flows from operating activities:
Net income $ 2,356 8
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion and amortization 1,552 985
Increase in cash surrender value (6) (42)
Loss (gain) on sale of property, plant
and equipment 2 20
Deferred taxes (71) 7
Changes in assets and liabilities:
Increase in trade receivables (2,044) (1,270)
Increase in due to/from related parties (99) (1,319)
Increase in inventories (2,546) (918)
Increase in other assets (232) (430)
Increase (decrease) in trade payables,
accrued expenses and income taxes
payable 2,492 (95)
Increase in customer deposits 154 253
Increase in deferred compensation 90 62
Decrease in deferred income (200) (200)
------- -------
Net cash provided by (used in)
operating activities 1,448 (2,940)
Cash flows from investing activities:
Purchases of property, plant and equipment (1,986) (1,590)
Increase in investments in and advances to
affiliated company (171)
Acquisitions, net of cash acquired (4,272) 73
------- -------
Net cash used in investing activities (6,528) (1,688)
Cash flows from financing activities:
Net borrowings under lines of credit 255 5,167
Principal payments on long-term debt (114) (1,049)
------- -------
Net cash provided by financing
activities 141 4,118
Effect of exchange rate changes on cash (7) (62)
------- -------
Net decrease in cash and cash
equivalents (4,676) (571)
Cash and cash equivalents, beginning of
period 8,637 763
Cash and cash equivalents, end of period $ 3,961 192
======= =======
**SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ROCK OF AGES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared pursuant to the rules and regulations for reporting on Form 10-Q.
Accordingly, certain information and notes required by generally accepted
accounting principles for complete financial statements are not included
herein. In the opinion of management, all adjustments of a normal recurring
nature considered necessary for a fair presentation have been included.
Results of operations for the interim periods are not necessarily
indicative of the results that may be expected for a full year. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's Annual Report on Form 10-K (SEC File No.
333-33685, filed March 31, 1998).
(2) Inventories
($ in thousands)
Inventories consist of the following at (Unaudited)
June 30, 1998 and December 31, 1997: June 30 December 31,
1998 1997
---- ----
Raw materials $ 12,244 9,014
Work in-process 2,033 2,262
Finished goods and supplies 6,158 4,828
------- -------
$ 20,435 16,104
======== =======
(3) ProForma Information
During the three months ended June 30, 1998, the Company acquired four
retail monument companies having presence in Georgia, Iowa, Illinois,
Minnesota, Nebraska, Ohio and South Dakota. The Company paid a total of
$4,338,774 in cash and issued 83,899 shares of Class A Common Stock with a
value at the time of the closings of $1,349,980 for the acquired companies.
In addition, various employment, noncompetition and lease agreements were
entered into.
The acquisitions have been accounted for under the purchase method. The
purchase price has been allocated to the assets acquired and liabilities
assumed based upon their respective fair market values, resulting in
$4,272,000 of cost in excess of net assets acquired which has been
allocated to intangible assets, primarily names and reputations.
The following unaudited pro forma information has been prepared assuming
that the acquisitions during 1997 and 1998 occurred at the
beginning of the periods presented. The pro forma information is presented
for information purposes only and is not necessarily indicative of what
would have occurred if the acquisitions had been made as of those dates.
($ in thousands except per share data)
(Unaudited)
Six Months Ended
June 30,
1998 1997
-------- ------
Net revenues $ 40,930 38,798
Net income $ 1,869 1,327
Net income per share $ 0.25 0.38
Net income per share - assuming dilution 0.23 0.31
(4) Comprehensive Income
The Company adopted the provisions of Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" on January 1, 1998.
Comprehensive income is defined as the change in equity of a business
enterprise during a period from transactions and other events and
circumstances from nonowner sources. It includes all changes in equity
during a period except those resulting from investments by owners and
distributions to owners. This pronouncement requires that the accumulated
total of other comprehensive income be shown as a separate component of
stockholders' equity with additional disclosure of accumulated balances for
each classification within other comprehensive income in addition to the
reporting of total comprehensive income.
Accumulated other comprehensive income, a component of stockholders' equity
previously titled "cumulative translation adjustment", consists solely of
foreign currency translation. The 1997 financial statements have been
restated to reflect the income tax benefit related to other comprehensive
income. The components of total comprehensive income are as follows:
($ in thousands except per share data)
(Unaudited)
Six Months Ended
June 30,
1998 1997
---- ----
Net income $ 2,356 8
Other comprehensive income, before tax (247) (61)
Income tax provision related to other
comprehensive income 79 17
-------- -------
Other comprehensive income, net of tax (168) (44)
-------- -------
Comprehensive income 2,188 (36)
======== =======
(5) Accounting Standards
"SOP 98-5, Reporting of Start-Up Activities", will be effective for periods
beginning after December 15, 1998. Some or all of the acquisition costs of
approximately $250,000, which are included in Intangibles, net on the
balance sheet, may be considered start-up activities as defined by the SOP.
Management has not yet determined when it will adopt the SOP or what the
effect on the Company's financial statements will be.
(6) Subsequent Event
Subsequent to June 30, 1998, the Company acquired three additional retail
monument companies for approximately $3,287,000 in cash and 6,638 shares of
Class A Common Stock with a value of approximately $91,000.
10Q-98-2
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
Rock of Ages Corporation (the "Company") is an integrated quarrier,
manufacturer, distributor and retailer of granite and products manufactured
from granite. The quarry division sells granite blocks both to the
manufacturing division and to outside manufacturers, as well as to
distributors in Europe and Japan. The manufacturing division's principal
product is granite memorials used primarily in cemeteries, although it also
manufactures some specialized granite products for industrial applications.
The retail division primarily sells granite memorials to the general
public.
In June 1997, the Company acquired the successor to Keystone
Memorials, Inc. ("Keystone") and in October 1997, acquired Childs & Childs
Granite Company Inc. ("C&C"), granite memorial manufacturers in Elberton,
Georgia. In connection with the Keystone and C&C acquisitions, the Company
acquired Southern Mausoleums, Inc., which collectively are referred to as
the "Acquired Manufacturing Operations". Also in connection with the
Keystone and C&C acquisitions, the Company acquired three granite quarrying
companies operating quarries located in Georgia, Pennsylvania, North
Carolina, South Carolina and Oklahoma which are referred to as the
"Acquired Quarrying Operations". In October 1997, the Company acquired the
Keith Monument Company and related companies which are engaged in the
retail sales of granite memorials to consumers in the State of Kentucky. In
addition, during the three months ended June 30, 1998, the Company made
four more acquisitions of retail monument companies, expanding the retail
presence to locations in Georgia, Iowa, Illinois, Minnesota, Nebraska, Ohio
and South Dakota (the "Acquired Retailing Operations").
The following table sets forth certain operations data as a
percentage of net revenues with the exception of quarrying, manufacturing
and retailing gross profit, which are shown as a percentage of their
respective revenues.
STATEMENT OF OPERATIONS DATA:
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
Net Revenues:
Quarrying 24.5% 29.4% 23.5% 26.4%
Manufacturing 58.6% 70.6% 63.0% 73.6%
Retailing 16.9% 0.0% 13.5% 0.0%
----- ----- ----- -----
Total net revenues 100.0% 100.0% 100.0% 100.0%
----- ----- ----- -----
Gross Profit:
Quarrying 49.6% 37.9% 40.7% 28.5%
Manufacturing 26.9% 27.1% 23.1% 23.8%
Retailing 56.4% 0.0% 57.4% 0.0%
----- ----- ----- -----
Total gross profit 37.5% 30.3% 31.8% 25.1%
Selling, general &
administrative expenses 19.6% 16.6% 22.4% 20.9%
----- ----- ----- -----
Income from operations 17.9% 13.7% 9.4% 4.2%
Interest expense 0.3% 3.2% 0.3% 4.2%
----- ----- ----- -----
Income before provision for
income taxes 17.6% 10.5% 9.1% 0.0%
Provision for income taxes 5.5% 2.7% 2.9% 0.0%
----- ----- ----- -----
Net income 12.1% 7.8% 6.2% 0.0%
----- ----- ----- -----
THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30, 1997
Revenues for the three months ended June 30, 1998 increased 82.5% to
$23.0 million from $12.6 million for the three months ended June 30, 1997.
The quarrying division was responsible for $1.9 million of this increase,
with the existing operations reporting an increase of $.4 million and $1.5
million was attributable to the Acquired Quarrying Operations. The
manufacturing division reported an increase of $4.6 million, with the
existing operations reporting an increase of $.7 million, and the Acquired
Manufacturing Operations reporting $3.9 million of the increase. The
Acquired Retail Operations contributed an increase of $3.9 million of
revenues in the quarter.
Gross profit for the three months ended June 30, 1998 increased
126.3% to $8.6 million from $3.8 million for the three months ended June
30, 1997. The gross profit percentage increased to 37.7% for the 1998
period from 30.3% for the 1997 period. This increase was primarily
attributable to the introduction of the retailing activities which realize
significantly higher margins.
The quarrying gross profit increased $1.4 million to $2.8 million for
the 1998 period from $1.4 million for the 1997 period. The quarrying gross
profit percentage increased to 49.6% for the 1998 period from 37.9% for the
1997 period. The existing quarry operations gross profit increased $.6
million resulting from strong performance from the Barre and Bethel
quarries. The Acquired Quarrying Operations gross profit increased $.8
million with continued strong results from the Salisbury and Pennsylvania
quarries.
The manufacturing gross profit increased $1.2 million to $3.6 million
for the 1998 period from $2.4 million for the 1997 period. This increase
was primarily attributable to the Acquired Manufacturing Operations. The
manufacturing gross profit percentage decreased slightly to 26.9% for the
1998 period from 27.1% for the 1997 period. This decrease was the result of
including the Acquired Manufacturing Operations as they operate with lower
margin products.
The Acquired Retailing Operations reported a $2.2 million gross
profit and a 56.4% gross profit percentage for the 1998 period. These
levels were adversely impacted by wet weather conditions experienced during
the period which reduced the number of memorials set.
Selling, general and administrative expenses ("SGA expenses") for the
three months ended June 30,1998 increased 114.3% to $4.5 million from $2.1
million for the three months ended June 30, 1997. As a percentage of net
revenues, SGA expenses for the 1998 period increased to 19.6% from 16.6% in
the 1997 period. The Acquired Retailing Operations primarily contributed to
these increases. In addition, professional services and insurance costs
have increased resulting from the increased requirements of a public
company.
Interest expense for the three months ended June 30, 1998 decreased
to $73,000 from $400,000 for the three months ended June 30, 1997. This
decrease was the result of the retirement of all existing bank debt, with
the exception of a revolving line of credit with the Royal Bank of Canada,
with the net proceeds of the Company's initial public offering (the "IPO").
SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997
Revenues for the six month period ended June 30, 1998 increased 83.6%
to $38.1 million from $20.8 million for the six months ended June 30, 1997.
Quarrying revenues increased $3.5 million, of which $2.7 million was from
Acquired Quarrying Operations. The remaining $.8 million increase was
generated by existing quarrying operations. Manufacturing revenues
increased $8.8 million primarily from Acquired Manufacturing Operations,
with existing operations showing an increase of $694,000. The Acquired
Retailing Operations contributed an increase of $5.1 million of revenues
for the period.
Gross profit for the six months ended June 30, 1998 increased 133.2%
to $12.1 million from $5.2 million for the six months ended June 30, 1997.
Quarrying gross profit increased $703,000 from existing operations and $1.4
million from Acquired Quarrying Operations for a total of $2.1 million. The
quarry gross margin percentage increased to 40.7% for the 1998 period from
28.5% for the 1997 period. This was due to the inclusion of the Acquired
Quarrying Operations plus higher productivity experienced at the existing
quarrying operations.
Manufacturing gross profit increased $1.9 million which was totally
from Acquired Manufacturing Operations. The manufacturing gross margin
percentage decreased to 23.1% for the 1998 period from 23.8% for the 1997
period. This decrease was the result of including the Acquired
Manufacturing Operations as they operate with lower margin products.
The Acquired Retailing Operations reported a $2.9 million gross
profit for the 1998 six month period. The gross profit percentage for this
segment was 57.4%, primarily due to wet weather conditions during the 1998
second quarter.
Selling, general and administrative expenses for the six months ended
June 30, 1998 increased 97.4% to $8.5 million from $4.3 million for the six
months ended June 30, 1997. Existing operations accounted for $632,000 of
the increase consisting of higher professional services and insurance costs
plus a one time non-recurring pension charge. Acquired operations resulted
in an increase of another $3.6 million. As a percentage of net revenues,
selling, general and administrative expenses for the 1998 period increased
to 22.4% from 20.9% for the 1997 period.
Interest expense for the six months ended June 30, 1998 decreased to
$131,000 from $866,000 for the six months ended June 30, 1997.
Income taxes as a percent of earnings before taxes increased to 32.0%
for the six months ended June 30, 1998 from 25.2% for the six months ended
June 30, 1997. Projected earnings from the Acquired Retailing Operations is
expected to result in a higher effective Federal tax rate in 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company considers liquidity to be adequate to meet its long and
short-term cash requirements. Historically the Company has met these
requirements primarily from cash generated by operating activities and
periodic borrowings under commercial credit facilities. The Company's
recent and pending acquisitions have increased its requirements for
external sources of liquidity, and the Company anticipates that this trend
will continue as it further implements its growth strategy.
For the six months ended June 30, 1998, net cash provided by
operating activities was $1.4 million. This was the result of an increase
of current payables and accrued expenses of $2.5 million, net income of
$2.4 million and non-cash expenses of $1.6 million offset by increases in
trade receivables of $2.0 million and inventories of $2.5 million. Net cash
used in investing activities was $6.3 million. This was the result of
purchases of property, plant and equipment of $2.0 million and acquisition
requirements of $4.3 million. Net cash provided by financing activities was
$141,000.
The Company has entered into a financing agreement with the CIT
Group/Business Credit ("CIT"). The agreement provides for an acquisition
term loan line of credit of $25 million and a revolving credit facility of
another $25 million. As of June 30, 1998, both credit lines were unused and
available. The interest rate under these credit lines as of such date was
8.00% based on a formula of prime less .50%. As of June 30, 1998, the
Company also had $1.6 million outstanding and $.8 million available under a
demand revolving line of credit with the Royal Bank of Canada. The interest
rate on this facility as of such date was 7.25% based on a formula of
Canadian prime plus .75%. The Company's primary need for capital will be to
finance acquisitions as part of its growth strategy and to maintain and
improve its manufacturing, quarrying and retailing facilities. The Company
has $3.0 million budgeted for capital expenditures for its quarry and
manufacturing facilities in 1998. The Company believes that the combination
of cash flow from operations, its existing credit facilities, and cash on
hand will be sufficient to fund its operations for at least the next twelve
months.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company currently does not invest excess funds in derivative
financial instruments or other market rate sensitive instruments for the
purpose of managing its foreign currency exchange rate risk or for any
other purpose.
PART II: OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
USE OF PROCEEDS
In 1997, the Company completed its IPO of 3,708,750 shares of Class A
Common Stock at $18.50 per share of which Raymond James & Associates, Inc.
was the managing underwriter. The net cash proceeds to the Company from the
IPO after deducting the underwriting discount of $4.4 million, and offering
expenses of $2.0 million, were $57.1 million. The net proceeds of the IPO
have been applied as follows:
C&C acquisition
Cash purchase price $ 6.4 million
Repayment of outstanding indebtedness $ 1.0 million
Quarry companies and SMI
Repayment of outstanding indebtedness $ 4.5 million
Keith acquisition
Cash purchase price $ 12.9 million
Repayment of outstanding indebtedness $ 1.9 million
Rock of Ages Corp. repayment of outstanding
indebtedness $ 18.5 million
Keystone acquisition repayment of outstanding
indebtedness $ 2.6 million
Payment of long-term pension obligation $ 1.5 million
Working capital requirements $ 1.1 million
Maumee Valley Acquisition $ 1.3 million
Clark Memorials Acquisition $ .8 million
Miller Bros. Acquisition $ .5 million
Watertown Monument Acquisition $ 2.0 million
Sioux Falls Acquisition $ 1.1 million
Portage Acquisition $ 1.0 million
Total $ 57.1 million
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Number Exhibits
------ --------
3(i) Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (File No.
333-33685) filed with the Securities and Exchange
Commission on August 15, 1997 and declared effective on
October 20, 1997)
3(iii) By-Laws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on
Form S-1 (File No. 333-33685) filed with the Securities
and Exchange Commission on August 15, 1997 and declared
effective on October 20, 1997)
11 Statement re computation of per share earnings
27 Financial Data Schedule
(b) Reports Submitted on Form 8-K:
The Registrant did not file any reports on Form 8-K during the
quarter ended June 30, 1998.
SIGNATURE
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.
ROCK OF AGES CORPORATION
Dated: August 14, 1998 By: /s/ George R. Anderson
-------------------------------
George R. Anderson
Vice President, Chief Financial
Officer and Treasurer
Exhibit Index
Exhibits
- --------
3(i) Amended and Restated Certificate of Incorporation (incorporated
by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (File No. 333- 33685) filed with the
Securities and Exchange Commission on August 15, 1997 and
declared effective on October 20, 1997)
3(iii) By-Laws of the Company (incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-1 (File
No. 333-33685) filed with the Securities and Exchange
Commission on August 15, 1997 and declared effective on October
20, 1997)
11 Statement re computation of per share earnings
27 Financial Data Schedule