UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A-2
(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, 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: 0-27260
COMPLETE MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
New York 11-3149119
- ---------------------------------------- ------------------------------------
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
254 West 31st Street, New York, NY 10001-2813
- ---------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)
(212) 868-1188
--------------
(Registrant's telephone number, including area code)
Not applicable
--------------
(Former name, former address and former fiscal year, if changed since
last report)
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 such
filing requirements for the past 90 days. Yes X No
As of August 13, 1997 the registrant had a total of 10,441,667 shares of
Common Stock outstanding. There was no Preferred Stock outstanding.
<PAGE>
COMPLETE MANAGEMENT, INC.
Index to Form 10-Q/A-2
June 30, 1997
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (unaudited)
Condensed Consolidated Balance Sheets at December 31, 1996
and June 30, 1997................................................3
Condensed Consolidated Statements of Income for the three and
six months ended June 30, 1996 and 1997..........................4
Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 1996 and 1997..............................5
Notes to Condensed Consolidated Financial Statements.............6-8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................................9-11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.................................11
SIGNATURES..................................................................12
2
<PAGE>
Part I. Financial Information
Item 1. Condensed Consolidated Financial Statements
COMPLETE MANAGEMENT, INC.
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31, June 30,
Assets 1996 1997
------------ ---------
(in thousands)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 40,138 $ 20,341
Marketable securities 32,467 15,022
Notes receivable from a related party 1,987 1,914
Accounts receivable, net of $489 and $1,941, respectively 26,182 51,460
Short term investments 1,811 1,411
Prepaid expenses and other current assets 974 1,829
--------- ---------
Total current assets 103,559 91,977
Long-term portion of notes receivable from a related party 171 196
Long-term portion of accounts receivable from a related party,
net of $1,605 and $1,373, respectively 26,327 31,727
Property and equipment, net of $2,936 and $4,251, respectively 7,093 13,302
Intangible assets, net of $567 and $1,036, respectively 21,610 32,350
Debt issuance cost 7,219 6,932
Other assets 370 7,075
--------- ---------
Total assets $ 166,349 $ 183,559
========= =========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 4,256 $ 5,419
Income taxes payable 3,804 2,986
Deferred income taxes -- current 1,165 --
Current portion of capital lease obligations 672 898
Current portion of long-term debt 535 10,238
--------- ---------
Total current liabilities 10,432 19,541
Deferred income taxes 9,292 9,478
Deferred rent 149 143
Capital leases 1,717 1,489
Long-term debt 255 172
Convertible subordinated debentures 74,000 74,000
Shareholders' equity:
Preferred shares, $.001 par value:
Authorized 2,000,000 shares, issued and outstanding, none -- --
Common stock $.001 par value:
Authorized, 20,000,000 shares, issued and outstanding,
10,046,471 and 10,426,667, respectively 10 10
Paid-in capital 58,270 62,882
Retained earnings 12,491 16,294
Unrealized loss on marketable securities available for sale (267) (450)
--------- ---------
Total shareholders' equity 70,504 78,736
--------- ---------
Total liabilities and shareholders' equity $ 166,349 $ 183,559
========= =========
</TABLE>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
3
<PAGE>
COMPLETE MANAGEMENT, INC.
Condensed Consolidated Statements of Income
<TABLE>
<CAPTION>
Six months ended June 30, Three months ended June 30,
------------------------- ---------------------------
1996 1997 1996 1997
-------- -------- -------- --------
(in thousands, except per share data)
Revenues:
<S> <C> <C> <C> <C>
Non-related parties $ 343 $ 20,647 $ 200 $ 12,138
Related party 10,920 12,496 5,863 5,622
-------- -------- -------- --------
Total 11,263 33,143 6,063 17,760
Interest discount (1,056) (1,549) (541) (697)
-------- -------- -------- --------
Net revenues 10,207 31,594 5,522 17,063
Cost of revenues 3,725 15,116 2,000 9,384
General and administrative expenses 2,731 10,430 1,408 4,615
-------- -------- -------- --------
6,456 25,546 3,408 13,999
Income from operations 3,751 6,048 2,114 3,064
Other income (expense):
Interest discount included in income 1,236 1,129 649 556
Interest expense (596) (3,193) (447) (1,659)
Interest and dividend income 239 1,790 123 1,007
Other income (expense) -- 445 -- 436
-------- -------- -------- --------
Total other income (expense) 879 171 325 340
Income before provision for taxes 4,630 6,219 2,439 3,404
Provision for income taxes 2,191 2,416 1,110 1,313
======== ======== ======== ========
Net income $ 2,439 $ 3,803 $ 1,329 $ 2,091
======== ======== ======== ========
Primary net income per share $ 0.32 $ 0.37 $ 0.17 $ 0.20
Weighted average number of
shares outstanding 7,617 10,405 7,796 10,437
Fully diluted net income per share $ 0.29 $ 0.35 $ 0.17 $ 0.19
Weighted average number of
shares outstanding 8,273 15,735 8,050 15,772
</TABLE>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
4
<PAGE>
COMPLETE MANAGEMENT, INC.
Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Six months ended June 30,
---------------------------
1996 1997
-------- --------
Operating activities (in thousands)
<S> <C> <C>
Net income $ 2,439 $ 3,803
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 655 2,185
Discount of accounts receivable, net of amortization (180) 421
Provision for deferred income taxes 1,867 --
Gain on sale of marketable securities -- (361)
Write-off of original issue discount 238 --
Changes in operating assets and liabilities:
Notes receivable from a related party (1,392) 33
Accounts receivable (8,256) (25,755)
Prepaid expenses and other current assets (455) (728)
Accounts payable and accrued expenses (964) 799
Other assets (153) 232
Income taxes payable 185 (1,609)
-------- --------
Net cash used in operating activities (6,016) (20,980)
Investing activities
Purchase of property and equipment (1,933) (6,080)
Businesses acquired -- (9,815)
Loans advanced to acquire businesses -- (12,873)
Proceeds from short-term investments -- 400
Purchase of marketable securities (43,344) (50,648)
Proceeds from sale of marketable securities 20,822 70,625
-------- --------
Net cash used in investing activities (24,455) (8,391)
Financing activities
Proceeds from issuance of common shares, net of
underwriters' commission and expenses 16,380 --
Proceeds from exercise of options and warrants -- 127
Payments of registration costs of common shares (2,543) (279)
Proceeds from issuance of subordinated debentures and
notes, net of underwriters' commission and expenses 38,144 --
Deferred note issuance costs (575) (275)
Payments of long-term debt, net (11) (325)
Proceeds from (payments of) capital lease obligations 490 (306)
Proceeds from bank line of credit -- 10,132
Cash acquired in merger 104 500
Repayment of notes payable (1,000) --
-------- --------
Net cash provided by financing activities 50,989 9,574
-------- --------
Net increase (decrease) in cash and cash equivalents 20,518 (19,797)
Cash and cash equivalents, beginning of period -- 40,138
-------- --------
Cash and cash equivalents, end of period $ 20,518 $ 20,341
======== ========
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest $ 413 $ 3,159
Taxes 138 3,921
Non-cash financing activities:
Capital stock issued for acquisitions $ 15,267 $ 4,765
</TABLE>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
5
<PAGE>
COMPLETE MANAGEMENT, INC.
Notes to Condensed Consolidated Financial Statements
June 30, 1997
BASIS OF PRESENTATION AND OPERATIONS
The accompanying consolidated financial statements are unaudited and in
the opinion of management, reflect all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation. Operating
results for the six month period ended June 30, 1997 are not necessarily
indicative of the results that may be expected for the year ended December 31,
1997. For further information, refer to the financial statements and footnotes
thereto included in the Complete Management, Inc. ("CMI" or the "Company")
audited financial statements for the year ended December 31, 1996.
The Company's primary client, Greater Metropolitan Medical Services
("GMMS") is a multi-specialty medical practice group which provides evaluations,
diagnosis and treatment in the New York metropolitan area. Currently, the
practice's primary medical focus is treating patients with injury-related
conditions who carry insurance with various insurance carriers under the
Workers' Compensation and No-fault guidelines.
The percentage of CMI's revenue generated from GMMS for the years ending
December 31, 1995 and 1996 was 100% and 65%, respectively. For the three month
periods ended March 31, 1997 and June 30, 1997, the percentages were 45% and
32%, respectively.
The following unaudited tabulation sets forth the operating results of
GMMS for the three and six months ended June 30, 1996 and of GMMS and other
client practices for the six months ended June 30, 1997. GMMS and the other
client practices are entities separate from the Company and the amounts
reflected below are not included in the consolidated results of operations of
the Company or its subsidiaries except for the management fees related to
general medical services and diagnostic imaging.
(In thousands) Six months ended June 30,
-------------------------
1996 1997
-------- --------
(Unaudited)
Services rendered $ 13,858 $ 45,005
Contractual allowances (963) (8,225)
-------- --------
Net medical service fees 12,895 36,780
Less expenses:
Management fees 10,919 24,842
Medical personnel payroll 1,736 8,395
Other 493 4,141
-------- --------
Total expenses 13,148 37,378
-------- --------
Net income $ (253) $ (598)
======== ========
Fees to related party $ 10,919 $ 12,495
Fees to non-related parties -- 12,347
-------- --------
Total management fees $ 10,919 $ 24,842
======== ========
6
<PAGE>
COMPLETE MANAGEMENT, INC.
Notes to Condensed Consolidated Financial Statements
June 30, 1997
General
The practices' operations are limited to the following activities:
1. Rendering services to patients;
2. Payment of compensation to both owner physician and other medical
personnel; and
3. Payment of miscellaneous expenses directly related to the rendering
of the medical service.
As more fully discussed below, the Company's operations as they relate to the
practices include the following activities:
1. Patient scheduling, record transcription, non-clinical intake
examination, and insurance verification;
2. Billing and collection for all patient medical and diagnostic
imaging services rendered;
3. Any other business activity necessary to ensure the proper business
operation of the practices; and
4. Assisting and/or advising as to the marketing and expansion of the
medical practices.
Economics
Because the activities of the practices are limited to the rendering of
medical and diagnostic imaging services, their principal asset is the accounts
receivable due from third party payors and/or patients (minimal services are
paid for by the patient at the time service is rendered). Further, substantially
all of the non-clinical activities, as defined by the management agreements, of
the practices are performed by the Company (which activities are discussed above
and elsewhere in this document) and their principal liability is the amount due
owner physicians and other medical personnel for their services and the fee due
under the management agreements.
The tabulation above reflects those dynamics in the revenue generated by
GMMS in 1996 and by GMMS and the other practices in 1997 in the amount of
$13,858,000 and $45,005,000 for the six months ended June 30, 1996 and 1997,
respectively, and has been allocated to the owner physicians and medical
personnel payrolls and management fees due to the Company.
Finally, due to the fact that CMI's management fee is paid by the
practice, through an assignment of their accounts receivable, and the doctors'
compensation is paid currently, the practices' cash flows are principally a pass
through of cash received for the delivery of services rendered and cost of those
services.
Notes receivable from a related party included in the accompanying balance
sheets, represent working capital and acquisition advances made to GMMS which
are due on demand.
ACCOUNTS RECEIVABLE
The Company's accounts receivables are generated from its clients (the
"Clients") under management contracts whereby the Company is entitled to
management fees for practice management services it performed or an agreed-upon
fee for each medical procedure performed.
As collateral for its fee revenue receivable from its Clients, he Company
has a security interest in all the client patient receivables.
Management has determined, based on actual results and industry factors,
that CMI's and its wholly owned subsidiary Medical Management, Inc.'s ("MMI")
receivables have collection cycles of approximately four years and three years,
respectively, and accordingly, have been reflected in the accompanying financial
statements on a discounted basis (7.25% per annum in 1997 and 8% per annum in
7
<PAGE>
COMPLETE MANAGEMENT, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
June 30, 1997
1996). Management believes that its experience and that of the Company is a good
indication of the timing of the collection process. Because numerous factors
affect the timing and the manner in which their receivables are collected (i.e.,
government regulations, etc.), it is the Company's policy to periodically assess
the collection of its receivables. As a result, the Company's estimate of its
incremental borrowing rate and collection period may change.
NET INCOME PER SHARE
Net income per common share has been computed by dividing net income by
the weighted average number of common shares outstanding during the periods.
In February 1997, the FASB issued SFAS No. 128, "Earnings per Share".
Under SFAS No. 128, the presentation of Primary and Fully Diluted Earnings Per
Share will be replaced by Basic and Diluted Earnings Per Share. Adoption of SFAS
No. 128 is required for periods ending after December 15, 1997, at which time
restatement for prior periods will be necessary. Early adoption of SFAS No. 128
is prohibited. Had the provisions of SFAS No. 128 been in effect as of June 30,
1997, the Company would have reported the following earnings per share
information:
1996 1997
------ ------
Net income per share:
Basic $ 0.33 $ 0.38
Diluted $ 0.29 $ 0.35
8
<PAGE>
Part I. Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion of the results of the operations and financial
condition of CMI should be read in conjunction with CMI's Unaudited Condensed
Consolidated Financial Statements and Notes thereto included elsewhere in this
Quarterly Report.
Results of Operations
Comparison of the Six Months Ended June 30, 1997 and 1996
Revenues in 1997 was $33,143,000 as compared to $11,263,000 in 1996, an
increase of $21,880,000. The primary reasons for the increase was the
acquisitions of the medical billing companies which added $3,187,000, the
physician practice management companies which added $10,831,000 and $3,909,000
from the additional practices under management. In addition, management services
rendered by the Company to GMMS increased by $1,405,000 as a result of an
increase in the number of patient procedures performed by GMMS. Also, an
increase in the volume of diagnostic imaging scans in 1997 provided both to GMMS
as well as to several New York metropolitan area hospital clients resulted in an
incremental $1,699,000 during 1997.
Cost of revenues increased to $15,116,000 from $3,725,000 in 1996, an
increase of $11,391,000. Cost of revenues include personnel who directly support
the medical practices in rendering patient care and who directly support its
billing and collection process. The support services include patient scheduling
and assisting patients in producing background and medical coverage information
necessary for physicians to properly diagnose, test and bill for services
rendered by the medical practices. The Company charges fees to its clients for
the services rendered by these individuals under the terms of its Practice
Management Services Agreements with the medical practices. The fees are
predicated upon the costs associated with rendering this service. The increase
was primarily due to an additional $6,844,000 of costs from the acquisitions of
the medical billing companies, and the physician practice management companies
and $917,000, primarily attributable to the additional practices under
management. An additional $3,630,000 increase was from the Company's continued
strategy to hire management and support personnel in order to properly service
the expanding medical practices.
General and administrative expenses increased to $10,430,000 in 1997 from
$2,731,000 in 1996, an increase of $7,699,000. General and administrative costs
represent overhead and administrative expenses, excluding costs directly related
to operations and generation of revenues such as space costs, office supplies
costs of the Company, including corporate management and professional fees. A
major component of this increase was $3,120,000 from the acquisitions of the
medical billing companies in July 1996 and the physician practice management
companies. Corporate expenses also increased due to the hiring of highly
qualified management personnel in order to prepare for the Company's continuing
growth through acquisitions and the amortization of goodwill related to the
acquisitions completed in 1996 and 1997. These costs increased $4,099,000 over
1996 levels. The Company's philosophy has been to significantly upgrade and
increase its infrastructure to ensure its ability to adequately service
additional clients and anticipated acquisitions while continuing to provide a
comprehensive range of management services to the client practices.
Interest expense increased to $3,193,000 in 1997 from $587,000 in 1996 due
mainly to interest on the (a) $2,000,000 principal amount of Convertible
Subordinated Notes issued on March 20, 1996, (b) First Series Debentures issued
on June 5, 1996, in the principal amount of $40,250,000 (c) $3,000,000 principal
amount of Convertible Subordinated Notes issued on July 5, 1996 (d) Second
Series Debentures issued on December 5, 1996, in the principal amount of
$28,750.000 and (e) $10,000,000 of borrowings under a line of credit.
9
<PAGE>
Comparison of the Three Months Ended June 30, 1997 and 1996
Revenues in the current quarter were $17,760,000 as compared to $6,063,000
in 1996, an increase of $11,697,000. The primary reasons for the increase were
the acquisitions of two medical billing companies which added $1,733,000, the
physician practice management companies, which added $5,690,000, the preferred
provider organization added $553,000 and $2,905,000 from the additional
practices under management. In addition, an increase in management services
rendered by the Company to GMMS as well as an increase in the use of diagnostic
imaging equipment and other services provided resulted in an incremental
$816,000 during the period.
Cost of revenues increased to $9,384,000 from $2,000,000 in 1996, an
increase of $7,384,000. Cost of revenues include personnel who directly support
the medical practices in rendering patient care and who directly support its
billing and collection process. The support services include patient scheduling
and assisting patients in producing background and medical coverage information
necessary for physicians to properly diagnose, test and bill for services
rendered by the medical practices. The increase was primarily due to an
additional $1,132,000 of costs from the acquisitions of two medical billing
companies, $3,709,000 from the acquisition of physician practice management
companies and $612,000, primarily attributable to the additional practices under
management. An additional $1,931,000 increase was from the Company's continued
strategy to hire management and support personnel in order to properly service
the expanding medical practices.
General and administrative expenses increased to $4,615,000 in 1997 from
$1,408,000 in 1996, an increase of $3,207,000. General and administrative costs
represent overhead and administrative expenses, excluding costs directly related
to operations and generation of revenues such as space costs, office supplies
costs of the Company, including corporate management and professional fees. A
major component of this increase was $337,000 from the acquisitions of two
medical billing companies, $267,000 from the acquisition of the physician
practice management companies and $132,000 from acquisition of a preferred
provider organization. Corporate expenses also increased due to the hiring of
highly qualified management personnel in order to prepare for the Company's
continuing growth through acquisitions and the amortization of goodwill related
to the acquisitions completed in 1996 and 1997. These costs increased $2,471,000
over 1996 levels. The Company's philosophy has been to significantly upgrade and
increase its infrastructure to ensure its ability to adequately service
additional clients and anticipated acquisitions while continuing to provide a
comprehensive range of management services to the client practices.
Interest expense increased to $1,659,000 in 1997 from $447,000 in 1996 due
mainly to interest on the (a) First Series Debentures issued on June 5, 1996, in
the principal amount of $40,250,000 (b) $3,000,000 principal amount of
Convertible Subordinated Notes issued on July 5, 1996 (c) Second Series
Debentures issued on December 5, 1996, in the principal amount of $28,750.000
and (d) $10,000,000 of borrowings under a line of credit.
Liquidity and Capital Resources
To date, the Company has primarily used its cash to support operating
activities, including higher levels of receivables generated by increased
management fees, to fund acquisitions and for capital expenditures. The
Company's primary sources of cash have been from the proceeds from the IPO, the
First Series Debenture Offering, the Second Series Debenture and common shares
offering, Convertible Subordinated Notes and a Line of Credit. At June 30, 1997,
the Company had working capital of $72,436,000.
Net cash used for operating activities in 1997 was $20,980,000,
principally due to an increase in Accounts Receivable of $25,755,000. Clients
are liable for payment of the Company's management fees. Nonetheless, the
Company has embarked on a program to accelerate collections of receivables of
the various client practices, which in general provide the funding to pay the
management fees outstanding to the Company. This program includes earlier
referrals to legal processes in the case of workmen's compensation and no fault
claims for GMMS as well as increased manpower and other resources devoted to
collection efforts for GMMS and other
10
<PAGE>
client practices. It is anticipated that these measures will begin to
demonstrate their effectiveness within the next two quarters.
The ability of GMMS, one of the Company's major customers, to pay the
management fees which it owes to the Company is dependent upon GMMS' ability to
collect its accounts receivable from insurance carriers, primarily no-fault and
workers' compensation carriers, though GMMS is obligated to pay such fees
regardless of its collections. Receipts from these sources generally have long
collection cycles. These claims can be subjected to dispute and are often
referred to arbitration. Many third-party payors, particularly insurance
carriers covering automobile no-fault and workers' compensation claims refuse,
as matter of business practice, to pay claims unless submitted to arbitration.
It is the Company's experience that the insurance carriers from which it seeks
reimbursement for its clients delay payment of claims until just prior to the
arbitration hearing. Management has determined, based on actual results,
industry factors, and GMMS' historical collection experience prior to its
association with the Company, that this entire collection process generally
spans a period averaging approximately 3 years. The Company believes that its
experience to date is a good indication of the timing of the collection process
in the future. Therefore, CMI requires more capital to finance its receivables
than businesses with a shorter receivable collection cycle. In the event that
the laws and regulations establishing these third-party payors are amended,
rescinded or overturned with the effect of eliminating this system of payment
reimbursement for injured parties, the ability of the Company to market its
management services could be affected. The Company takes ownership on a recourse
basis of GMMS' receivables with a net collectible value equal to the then
current management fee owed to the Company. The collection cycle for these
receivables are generally in excess of one year and as a result of such delayed
payment the financial statements include an imputed interest discount against
gross revenues. This discount is recaptured over the anticipated collection
cycle and is accounted for as reversal of interest discount in the financial
statements.
In keeping with the Company's goal of growth through acquisition,
throughout the quarter the Company has assisted its clients in completing
several acquisitions or made acquisitions directly through wholly owned
subsidiaries. Additional client related acquisitions totaled $4,161,000 of which
$3,396,000 was paid in cash and the balance in CMI stock. The Company acquired
Consumer Health Network ("CHN"), a Preferred Provider Organization ("PPO") on
June 17th for $10,433,000 of which $6,433,000 was paid in cash with the balance
in stock.
Additionally, in June 1997, the Company entered into a management
agreement with a board certified pain management practice. Subsequent to this
agreement, in July 1997, the Company assisted one of its existing clients in
completing the acquisition of this practice for $9,000,000 of which $5,600,000
was paid in cash and the balance in CMI stock.
The Company expects cash, cash equivalents, short-term investments, cash
generated from operations and short-term borrowings to be sufficient to meet its
current working capital requirements over the near term and at least through the
balance of the current year.
Part II. Other Information
June 30, 1997
Item 6. Exhibits and reports on Form 8-K.
(a) Exhibits None.
(b) Reports on Form 8-K:
The Company filed the following reports on Form 8-K during the
quarter ended June 30, 1997.
Date Item Reported
---- -------------
June 17 Item 2. Acquisition or Disposition of Assets
11
<PAGE>
COMPLETE MANAGEMENT, INC.
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.
COMPLETE MANAGEMENT, INC.
--------------------------------------------------
(Registrant)
Date: December 16, 1997 /s/ STEVEN RABINOVICI
--------------------- --------------------------------------------------
Steven Rabinovici
Chief Executive Officer and Director
Date: December 16, 1997 /s/ ARTHUR GOLDBERG
--------------------- --------------------------------------------------
Arthur Goldberg
Senior Executive Vice President, Chief Financial
Officer and Director
Date: December 16, 1997 /s/ ALAN GOLDSTEIN
--------------------- --------------------------------------------------
Alan Goldstein
Chief Accounting Officer and Controller
12
