U.S. 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
SEPTEMBER 30, 1997
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: 33-43621
INTERNATIONAL FOOD & BEVERAGE, INC. (1)
(Exact name of registrant as specified in its charter)
Delaware 33-0307734
(State or jurisdiction of incorporation I.R.S. Employer
or organization) Identification
No.)
30152 Aventura, Rancho Santa Margarita, California (2) 92688
(2)
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (714) 858-8800 (2)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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) been subject to such filing
requirements for the past 90 days. Yes X No .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ]. Not Applicable.
The aggregate market value of the voting stock held by non-
affiliates of the registrant as of May 10, 1999: Common Stock,
par value $0.001 per share -- $27,085,595. As of May 10, 1999,
the registrant had 177,302,997 shares of common stock issued and
outstanding.
(1)As of February 17, 1999, the name was change to: Internet
Business's International, Inc.
(2) As of March 1, 1999, the address and telephone number was
changed to: 3900 Birch Street, Suite 111, Newport Beach,
California 92660; (949) 833-0261.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS AS OF SEPTEMBER 30, 1997
AND JUNE 30, 1997 3
STATEMENTS OF OPERATIONS FOR THE
THREE MONTHS ENDED SEPTEMBER 30, 1997
AND SEPTEMBER 30, 1996 4
STATEMENTS OF CASH FLOWS FOR THE THREE
MONTHS ENDED SEPTEMBER 30, 1997 AND
SEPTEMBER 30, 1996 5
NOTES TO FINANCIAL STATEMENTS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9
PART II
ITEM 1. LEGAL PROCEEDINGS 12
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 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
PART I.
ITEM 1. FINANCAL STATEMENTS.
INTERNATIONAL FOOD & BEVERAGE, INC.
BALANCE SHEETS (Unaudited)
June 30, 1997 September 30, 1997
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 28,000 $
2,041
Accounts receivable, net
of allowance for doubtful
accounts of $40,000
at 6-30-97 254,000 318,813
Inventories 254,000 279,839
Prepaid expenses 6,000 8,417
Total current assets 423,000 609,110
FIXED ASSETS: 800,000 725,000
Total Assets $1,511,000 $1,334,110
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Notes payable and
current maturities
of long term debt $ 408,000 $ 466,398
Accounts payable 918,000 1,211,744
Accrued wages and benefits 207,000 178,727
Accrued commissions and
Marketing 261,000 216,208
Other accrued expenses 153,000 115,161
Total current liabilities 1,947,000 2,188,238
LONG TERM DEBT: 677,000 643,802
SHAREHOLDERS' EQUITY (DEFICIT):
Preferred Stock 0 0
Common Stock 428,000 428,000
Additional paid-in capial 1,000 1,000
Retained earnings (deficit) (1,542,000) (1,542,000)
Currennt earnings (deficit) (384,930)
Total Shareholders' Equity (1,113,000) (1,497,930)
Total Liabilities &
Shareholders' Equity $1,511,000 $1,334,110
See Accccompanying Notes to Financial Statements
INTERNATIONAL FOOD & BEVERAGE, INC.
STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended Three Months Ended
September 30, 1996 September 30, 1997
REVENUES $1,993,000 $1,929,434
COST OF SALE 1,603,000 1,693,137
GROSS PROFIT 390,000 236,297
OPERATING EXPENSES:
Selling and distribution 334,000 352,617
General and administration 141,000 227,713
Interest expense, net 31,000 40,897
Total Operating Expenses 506,000 621,227
NET INCOME (LOSS) $ (116,000) $ (384,930)
NET INCOME (LOSS) PER COMMON SHARE $(nil) $(nil)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 155,666,362 154,763,438
See Accccompanying Notes to Financial Statements
INTERNATIONAL FOOD & BEVERAGE, INC.
STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended
September 30, 1996 September 30, 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $(116,000) $(384,930)
Adjustments to reconcile
net income (loss)
to net cash provided by
(used in) operating activities:
Depreciation and amortization 39,000 75,000
Issuance of Common Stock under
distribution agreement 18,000
Changes in assets and liabilities:
Accounts receivable 179,000 (64,813)
Inventories 39,000 143,161
Prepaid expenses 3,000 (2,417)
Accounts payable (2,000) 293,744
Accrued wages and benefits (29,000) (28,273)
Accrued commissions
and marketing (7,000) (44,792)
Other accrued expenses (28,000) (37,839)
Net cash provided by (used in)
operating activities 96,000 (51,159)
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to, and reduction
of, fixed assets (5,000) 0
Net cash provided by (used in)
investing activities (5,000) 0
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance
of notes payable 0 0
Principal payments on
notes payable (96,000) 25,200
Net cash provided by (used in)
financing activities (96,000) 25,200
NET INCREASE (DECREASE) IN CASH (5,000) (25,959)
CASH AND CASH EQUIVALENTS,
beginning of period 20,000 28,000
CASH AND CASH EQUIVALENTS,
end of period $ 15,000 $ 2,041
See Accccompanying Notes to Financial Statements
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
Note 1. Description of the Business
International Food & Beverage, Inc. (the "Company"), manufactures
and markets fully prepared pizzas, pizza components and specialty
baked products to customers within the food service industry
including retail supermarket service delicatessens, restaurants,
hotels, sports and theme parks, and catering locations.
Note 2. Change in Control
On December 31, 1994, BT Capital Corporation ("BTCC"), MH
Investments, Inc., a California corporation wholly owned by
Michael W. Hogarty, the Chief Executive Officer and President of
the Company, and Michael W. Hogarty entered into agreements which
provided for the sale of 91.8% by BTCC of the outstanding shares
of Common Stock of the company to MH Investments, Inc. for
$250,000. Concurrent with the foregoing transaction the Company
entered into a Tax Allocation Agreement with BTCC. The parties
elected under Section 338(h)(10) of the Internal Revenue Code to
treat the transaction as an asset acquisition for tax purposes.
Under the terms of the tax Allocation Agreement, BTCC agreed to
pay to the company $3,475,000 as full consideration for the
potential tax benefits which have or may in the future inure to
the benefit of BTCC and its affiliates with such amount paid by
(i) elimination of $2,675,000 of debt and interest owed to BTCC
by the Company, and (ii)payment of $800,000 in cash and short
term notes receivable. As a result of the Section 338(h)(10)
election, BTCC and its affiliates will be entitled to use,
subject to applicable limitations and restrictions, any net
operating losses of the company existing as of December 31, 1994.
In connection with the foregoing transaction, MH Investments,
Inc. has given BTCC a five year option to purchase up to
18,000,000 shares of Common Stock of the Company from MH
Investments, Inc. at the same price per share paid by MH
Investments, Inc.
For financial reporting purposes this transaction was recorded in
conformity with Accounting Principles Board Opinion No. 16.
Accordingly, the assets and liabilities as of January 1, 1995,
and the results of operations for the six months ended June 30,
1995, reflect the "push-down" of the new controlling
shareholder's basis, minority interest at its historical basis,
and the consideration received from BTCC.
Note 3. Summary of Significant Accounting Policies
Fiscal Year
The Company's fiscal year is the 52-53 week period ending on the
Saturday closest to June 30. For clarity of presentation, fiscal
year end and period end dates in the accompanying financial
statements and notes are referred to as June 30 and September 30
for thc applicable periods presented.
Accounts Receivable and Revenues
Substantially all of the Company's sales were made to full-line
food service distributors, national food service chains major
regional supermarket chains or a related party who sells to such
organizations. Concentrations of credit risk exist because of the
concentration of the Company's customers within these industries
and its dependence on a limited number of customers for a large
portion of annual revenues. Such risk, however, was mitigated by
the longevity of the Company's customer relationships and was
considered a normal part of the food service, institutional and
retail grocery industries.
Inventories
Inventories consisted of finished goods and raw materials and
were stated at the lower of cost (first-in, first-out method) or
market; as of the date of these financials there was no
inventory.
Fixed Assets
Substantially all of the Company's fixed assets were acquired
within the past six years. The historical acquisition cost of
these assets was approximately $4,000,000, however, as a result
of the application of "push-down" accounting in connection with
the change of control these assets are reported currently on the
Company's financial statements with a cost before accumulated
depreciation and amortization of $1,154,000. Asset additions
subsequent to December 31, 1994 are stated at cost. Depreciation
is provided using the straight-line methods over the shorter of
the estimated useful life of an asset or the remaining lease term
for leasehold improvements (three to seven years).
Significant improvements were capitalized. All maintenance and
repair costs had been charged to operations as incurred. When
assets are sold or otherwise disposed of, the costs and
accumulated depreciation or amortizations are removed from the
accounts and any resulting gain or loss is reflected in
operations.
Other Assets
Other assets consisted primarily of cost capitalized in
connection with a June 1990 debt restructuring. These costs were
being amortized using the interest method over seven years, and
were reduced to zero, effective January 1, 1995, in connection
with the change in control of the Company.
Goodwill
The excess of cost over the fair value of net assets acquired by
the Predecessor Company was recorded as goodwill and amortized
using the straight-line method over twenty-five years. The
goodwill was reduced to zero, effective January 1, 1995, in
connection with the change on control of the Company.
Income Taxes
The Company follows Statement of Financial Accounting Standards
("SPAS") No. 109, "Accounting for Income Taxes". Under this
method, deferred income taxed was recognized for the tax
consequences in future years of difference between the tax bases
of assets and liabilities, and their financial reporting amounts
at each year-end based on enacted tax laws and statutory tax
rates applicable to the periods in which the differences were
expected to affect taxable income. Valuation allowances were
established, when necessary, to reduce deferred tax assets to the
amount expected to be realized. Under this standard the provision
for income taxes represents the tax payable for the period and
the change during the period in deferred tax assets and
liabilities.
Net Loss Per Common Share
Net loss per common share is based on the reported net loss
divided by the weighted average number of common shares
outstanding. Shares issuabel under options have been excluded
from the calculation in each period presented because of their
antidilutive effect.
Cash Equivalents
The Company considered highly liquid debt instruments purchased
with a maturity of three months or less to be cash equivalents.
Fair Value of Financial Instruments
The carrying value of the Company's cash and cash equivalents,
accounts receivable, accounts payable, accrues expenses and notes
payable approximates fair value.
Management Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles required management to
make estimated and assumptions that affect the reported amounts
of 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.
Note 4. Commitments
Leases
The company has an operating lease for its manufacturing and
corporate of office facility. The lease, which expires in June
2000, requires monthly payments of approximately $25,000 through
October 31, 1996 and thereafter is subject to annual adjustments
of at least 4%, but not more than 7% based on the Consumers Price
Index.
Note 5. Stock Issuance
Stock Issuance
In February 1996, the Company entered into a "Manufacturing
Service and Marketing Agreement" as amended, (the Agreement")
with Sunset Specialty foods, Inc. ("Sunset") and James R.
Tolliver, the sole owner of Sunset. The Agreement the Company is
obligated to issue as a commission to Sunset at the completion of
each quarter Common Stock of the Company equal to four shares of
Common Stock for each $1.00 of pizza finished product produced
and purchased during the period from February 1, 1996 through
June 30, 1996, and three shares of Common Stock for each $1.00 of
pizza finished product produced and purchased during the two
quarters ending December 31,1996. Effective July 1, 1996 the
Agreement was amended to exclude the stock commission on
purchases by Sunset for export. Through the quarter ended June
30, 1996 the Company has issued 729,869 shares of Common Stock
and is accounted for as a noncash transaction on the Statement of
Cash Flows. In August 1996 the Company issued an additional
1,825,913 shares of Common Stock in satisfaction of commissions
earned as of June 29, 1996.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FIINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with the
financial statements of the Company and notes thereto contained
elsewhere in this report.
Results of Operations.
Revenues for the three month period ended September 30, 1997 of
$1,929,434 decreased approximately 3% when compared with revenues
of $1,993,000 in the prior year comparable period. In May 1996,
the Company introduced a line of pizzas which are sold under a
private label brand in the frozen food section of a major
national grocery retailer. The Company recently added a second
major grocery retailer private label program with initial sales
to this customer made in late February 1997. Revenue increases
during the most recent three month period roughly offset the
sales decline in contract manufacturing resulting in revenues for
the quarter which were nearly flat as compared with the prior
year period. The Company continues to market its pizzas and
crusts nationally to retail supermarket customers (service
delicatessen and frozen food sections) and major foodservice
accounts.
The gross profit margin for the three months ended September 30,
1997 decreased to approximately 12.2% versus the prior year
comparable period gross margin of approximately 19.6%. The
current year margin deterioration resulted from an increase is
cost of sales. Fixed overhead per unit sold remains high at the
Company's low level of production. The Company would realize an
increase in its gross profit contribution rate assuming the
Company is able to achieve increased production volume and
ingredient prices remain stable.
Selling, general and administrative expenses for the three months
ended September 30, 1997 were approximately 30.1% of sales versus
the prior year comparable period at approximately 23.8%. Selling
and administrative overhead increased slightly through each of
the comparable periods due in part to increases in commissions
and marketing as a percent of revenues. These increases in
commissions and marketing expenses result from the continuing
shift to higher margin programs replacing contract manufacturing
revenues that are priced without commission or marketing. The
Company does not anticipate having to add substantially to fixed
overhead costs to support revenue growth of fifty to one hundred
percent of its current revenue level assuming a similar mix of
products and customers.
As a result of higher borrowings in the current fiscal year, net
interest expense for the three months ended September 30, 1997
increased to $40,897 from $31,000 for the comparable prior year
period. The resulting loss for the three months ended September
30, 1997 was $384,930 versus reported comparable prior year
period loss of $116,000.
Inflation.
The moderate rate of inflation over the past few years has had an
insignificant impact on the Company's sales and results of
operations during the period.
Liqiudity and Capital Resources.
Net cash used in operating activities was $51,159 for the three
month period ended September 30, 1997 versus cash provided by
operating activities of $96,000 in the comparable prior year
period. Management believes that the Company will experience
positive cash flow when it achieves a sustained average monthly
revenue rate of approximately $750,000 at current sales prices
and product mix.
In March 1996, the Company entered into a $500,000 revolving line
of credit agreement collateralized by eligible accounts
receivables and inventories. In April 1997, the Company received
from its lender approval for an increase in the line limit to
$750,000. At the Company's current level of operations,
management believes that this credit facility will be adequate to
fund the Company's short term working capital requirements or
that there are alternatives for additional debt or equity
financing, if required. There is no assurance that the Company
would be successful in obtaining the necessary additional
financing.
The Company's primary emphasis remains revenue generation through
increased sales to existing and new customers. It is also
aggressively evaluating opportunities ranging from contract
manufacturing for others to the acquisition of a synergistic
product line or company.
Capital Expenditures.
The Company is currently operating at approximately 35% of plant
capacity. The Company has however committed to a capital
improvement which will result in the replacement of its current
CO(2) tunnel freezer with a higher capacity CO(2) spiral freezer.
This undertaking affords the Company the opportunity to
significantly improve (i) line efficiencies with resulting
expected lower per unit production costs and (ii) overall product
quality. The improvement is being financed by the holder of the
note for the equipment being replaced, with the down payment to
be satisfied with the underlying equity in the current
equipment. The resulting eighty four month equipment contract
increases the Company's present monthly payment by approximately
$3,500 before giving effect to expected production cost savings.
Net Operating Loss Carryforwards.
For the quarter ended September 30, 1997, the Company had net
operating loss carryforwards for federal and state purposes of
approximately $430,634 and $429,373, respectively. These
carryforwards begin to expire in 2011 and 2001, respectively.
Year 2000 Issue.
The Year 2000 issue arises because many computerized
systems use two digits rather than four to identify a year. Date
sensitive systems may recognize the year 2000 as 1900 or some
other date, resulting in errors when information using the year
2000 date is processed. In addition, similar problems may arise
in some systems which use certain dates in 1999 to represent
something other than a date. The effects of the Year 2000 issue
may be experienced before, on, or after January 1, 2000, and if
not addressed, the impact on operations and financial reporting
may range from minor errors to significant system failure which
could affect the Company's ability to conduct normal business
operations. This creates potential risk for all companies, even
if their own computer systems are Year 2000 compliant. It is not
possible to be certain that all aspects of the Year 2000 issue
affecting the Company, including those related to the efforts of
customers, suppliers, or other third parties, will be fully
resolved.
The Company is in the process of developing an ongoing
program of communication with suppliers and vendors to determine
the extent to which those companies are addressing Year 2000
compliance issues. There can be no assurance that the Company
will be able to develop a contingency plan that will adequately
address issues that may arise in the Year 2000.
The Company's Year 2000 plans are based on management's
best estimates. Based on currently available information,
management does not believe that the Year 2000 issues will have a
material adverse impact on the Company's financial condition or
results of operations; however, because of the uncertainties in
this area, no assurances can be given in this regard.
Forward Looking Statements.
The foregoing Management's Discussion and Analysis contains
"forward looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Act of 1934, as amended, and as comptemplated under
the Private Securities Litigation Reform Act of 1995, including
statements regarding, among other items, the Company's business
strategies, continued growth in the Company's markets,
projections, and anticipated trends in the Company's business and
the industry in which it operates. The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and
similar expressions identify forward-looking statements. These
forward-looking statements are based largely on the Company's
expectations and are subject to a number of risks and
uncertainties, certain of which are beyond the Company's control.
The Company cautions that these statements are further qualified
by important factors that could cause actual results to differ
materially from those in the forward looking statements,
including, among others, the following: reduced or lack of
increase in demand for the Company's products, competitive
pricing pressures, changes in the market price of ingredients
used in the Company's products and the level of expenses incurred
in the Company's operations. In light of these risks and
uncertainties, there can be no assurance that the forward-looking
information contained herein will in fact transpire or prove to
be accurate. The Company disclaims any intent or obligation to
update "forward looking statements".
PART II.
ITEM 1. LEGAL PROCEEDINGS.
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the company has been threatened.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the Company's stockholders
during the first quarter of the fiscal year covered by this
report.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Reports on Form 8-K. There are no reports on Form 8-K filed
during the first quarter of the fiscal year covered by this
report.
(b) Exhibits included or incorporated by reference
herein: See Exhibit Index
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
INTERNET BUSINESS'S INTERNATIONAL, INC.
Dated: May 10, 1999 By: /s/ Albert R. Reda
Albert R. Reda
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
3.01 Certificate of Incorporation, as amended
(incorporated by reference to Exhibit 3.01 of the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 26,
1993).
3.02 Bylaws (incorporated by reference to Exhibit 3.02 to
the Company's registration statement on Form S-1 filed with the
Securities and Exchange Commission on October 29, 1991, the
"Registration Statement").
4.01 Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.01 to the Registration Statement).
10.1 Employment Agreement, dated March 15, 1988, as
amended January 5, 1989, and November 9, 1990 between Michael W.
Hogarty and the Company (incorporated by reference to Exhibit
10.11 to the Registration Statement).
10.2 Standard Form Industrial Lease, dated August 31,
1989, between Tijeras Partnership, as landlord, and the Company
(incorporated by reference to Exhibit 10.13 to the Registration
Statement).
10.3 1988 Stock Option Plan for Key Employees of
International Food & Beverage, Inc. (incorporated by reference to
Exhibit 10.19 to the Registration Statement).
10.4 Lease Amendment, dated December 8, 1992 to the
Standard Form Industrial Lease, dated August 31, 1989, between
Tijeras Partnership, as landlord, and the Company (incorporated
by reference to Exhibit 10.8 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 26, 1993).
10.5 Promissory Note of the Company dated June 29, 1995,
in the principal amount of $100,000 in favor of Michael W.
Hogarty. Promissory Notes of the Company in substantially the
same form as in Exhibit 10.5 herein were issued at various times
between October 16, 1995 and January 31, 1996 in the total
principal amount of $355,000 in favor of Michael W. Hogarty
(incorporated by reference to Exhibit 10.6 of the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30,
1995).
10.6 Loan and Security Agreement, dated June 29, 1995
between the Company and Michael W. Hogarty (incorporated by
reference to Exhibit 10.7 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 30, 1995).
10.7 Loan and Security Agreement, dated March 15, 1996
between Fremont Business Credit and the Company and related
documents and agreements executed in connection therewith
(incorporated by reference to Exhibit 10.7 of the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30,
1996).
10.8 Building lease Estoppel Certificate dated December
11, 1995 to Ms. Nancee Ehlers Boldman and Ms. Sally Ehlers
Stillion as Purchasers of the real property subject to the
building lease included in this Exhibit Index as Exhibit 10.2 and
Exhibit 10.4 (incorporated by reference to Exhibit 10.8 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996).
22.1 Subsidiaries (incorporated by reference to Exhibit
22.1 to the Registration Statement).
27 Financial Data Schedule.