<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from_______________ to _______________
COMMISSION FILE NUMBER 1-132963
WESTOWER CORPORATION
(Name of registrant as specified in its charter)
WASHINGTON 1623 91-1825860
(State or jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation or Industrial Classification Identification Number)
Organization) Code Number)
Westower Corporation
2001 6th Avenue, Suite 3302
Seattle, Washington 98121
(206) 441-0334
(Address and telephone number of principal executive offices and principal place
of business)
Check whether the issuer:
(1) filed all reports required to be filed by Section 13 or 15 (d) of the
Exchange Act 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 [_]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes common
equity, as of the latest practicable date:
8,559,635 as of August 16, 1999
<PAGE>
INDEX
<TABLE>
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1 - UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATMENTS
Condensed Consolidated Balance Sheets
at June 30, 1999 (unaudited) and September 30, 1998 3
Unaudited Condensed Consolidated Statements of Operations
for the three and nine month periods ended June 30, 1999 and 1998 4
Unaudited Condensed Consolidated Statement of Stockholders' Equity
for the nine month period ended June 30, 1999 5
Unaudited Condensed Consolidated Statements of Cash Flows
for the nine month periods ended June 30, 1999 and 1998 6
Notes to the Unaudited Condensed Consolidated Financial Statements 8
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 13
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 16
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
ITEM 3 - DEFAULTS UPON SENIOR SECURITES
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5 - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
</TABLE>
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<PAGE>
Westower Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
At June 30, 1999 and September 30, 1998
<TABLE>
<CAPTION>
ASSETS
June 30, September 30,
1999 1998
-------------- -------------
CURRENT ASSETS (unaudited)
<S> <C> <C>
Cash and cash equivalents $ 4,204,000 $ 9,331,000
Accounts receivable, net 20,506,000 13,289,000
Costs and estimated earnings in excess of
billings on uncompleted contracts 6,758,000 5,078,000
Inventory 3,133,000 2,151,000
Related party advances and receivables 419,000 956,000
Income tax receivable 220,000 220,000
Other current assets 1,744,000 1,203,000
-------------- -------------
Total current assets 36,984,000 32,228,000
PROPERTY AND EQUIPMENT, net 50,217,000 7,574,000
INTANGIBLE ASSETS, net 26,992,000 19,721,000
OTHER ASSETS 6,139,000 2,771,000
-------------- -------------
TOTAL ASSETS $ 120,332,000 $62,294,000
============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable $ 8,374,000 $ 7,053,000
Other current liabilities 1,909,000 2,810,000
Billings in excess of costs and estimated
earnings on uncompleted contracts 1,586,000 1,435,000
Income taxes payable 2,450,000 2,116,000
Deferred income taxes 395,000 428,000
Stockholder advances and notes payable to related parties 154,000 228,000
Note payable 68,000 1,089,000
Current portion of long-term debt
and capital lease obligations 1,576,000 2,419,000
-------------- -------------
Total current liabilities 16,512,000 17,578,000
LONG-TERM DEBT AND CAPITAL LEASE
OBLIGATIONS, excluding current portion 57,059,000 14,991,000
DEFERRED INCOME TAXES 2,977,000 2,962,000
-------------- -------------
Total liabilities 76,548,000 35,531,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock ($.01 par value, 25,000,000 and 10,000,000
shares authorized, 8,562,000 and 7,047,000 shares issued
and outstanding at June 30, 1999 and September 30, 1998,
respectively) 85,000 70,000
Additional paid-in-capital 39,818,000 22,610,000
Accumulated other comprehensive loss (237,000) (581,000)
Retained earnings 4,118,000 4,664,000
-------------- -------------
Total stockholders' equity 43,784,000 26,763,000
-------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 120,332,000 $ 62,294,000
============== =============
</TABLE>
See accompanying notes to these financial statements
-3-
<PAGE>
Westower Corporation and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations
Three and Nine Months ended June 30, 1999 and 1998
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
June 30, 1999 June 30, 1998 June 30, 1999 June 30, 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
CONTRACT AND OTHER
REVENUES EARNED $ 25,184,000 $ 12,637,000 $ 68,455,000 $ 35,995,000
COSTS OF REVENUES EARNED 17,688,000 9,609,000 48,418,000 26,659,000
(exclusive of depreciation shown below)
------------- ------------- ------------- -------------
Gross profit 7,496,000 3,028,000 20,037,000 9,336,000
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 5,128,000 1,640,000 13,385,000 4,827,000
DEPRECIATION AND AMORTIZATION 1,078,000 146,000 2,537,000 407,000
MERGER RELATED EXPENSES 1,519,000 250,000 1,596,000 250,000
------------- ------------- ------------- -------------
OPERATING INCOME (LOSS) (229,000) 992,000 2,519,000 3,852,000
OTHER INCOME (EXPENSE)
Other income (expense) (53,000) 41,000 220,000 157,000
Interest income 21,000 75,000 152,000 187,000
Interest and financing expense (928,000) (31,000) (2,051,000) (103,000)
------------- ------------- ------------- -------------
Total other income (expense) (960,000) 85,000 (1,679,000) 241,000
------------- ------------- ------------- -------------
INCOME (LOSS) BEFORE PROVISION
FOR INCOME TAXES (1,189,000) 1,077,000 840,000 4,093,000
PROVISION FOR INCOME TAXES (503,000) (213,000) (1,386,000) (1,270,000)
------------- ------------- ------------- -------------
NET INCOME (LOSS) $ (1,692,000) $ 864,000 $ (546,000) $ 2,823,000
============= ============= ============= =============
EARNINGS (LOSS) PER SHARE:
BASIC $ (0.20) $ 0.14 $ (0.07) $ 0.46
============= ============= ============= =============
DILUTED $ (0.20) $ 0.13 $ (0.07) $ 0.39
============= ============= ============= =============
</TABLE>
See accompanying notes to these financial statements
-4-
<PAGE>
Westower Corporation and Subsidiaries
Unaudited Condensed Consolidated Statement of Stockholders' Equity
June 30, 1999
<TABLE>
<CAPTION>
Accumulated
Common Stock Additional Other Com- Com-
------------------------ Paid-in Retained prehensive prehensive
Shares Amount Capital Earnings Income (loss) Income (loss) Total
------------ ---------- ---------- --------- ------------ ------------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, September 30, 1998 7,047,000 $ 70,000 $22,610,000 $4,664,000 $ (581,000) $26,763,000
Net loss (546,000) $ (546,000)
Foreign currency translation
adjustment 344,000 344,000
-----------
Total comprehensive loss $ (202,000) (202,000)
===========
Proceeds from warrants and
options exercised, net 1,112,000 11,000 8,868,000 8,879,000
Stock issuances for
business acquisitions 403,000 4,000 8,280,000 8,284,000
Stock compensation expense 60,000 60,000
---------- --------- ----------- ---------- ---------- -----------
BALANCE, June 30, 1999 8,562,000 $ 85,000 $39,818,000 $4,118,000 $ (237,000) $43,784,000
========== ========= =========== ========== ========== ===========
</TABLE>
See accompanying notes to these financial statements
-5-
<PAGE>
Westower Corporation and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
Nine Months ended June 30, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
----------- -------------
<S> <C> <C>
CASH FROM OPERATING ACTIVITIES
Net income (loss) $ (546,000) $ 2,823,000
Adjustments to reconcile net income (loss) to
net cash from operating activities
Depreciation and amortization 2,537,000 407,000
Gain on sale of assets (125,000)
Non-cash interest and financing expense 361,000 142,000
Earnings from equity investment (142,000)
Stock compensation expense 60,000 55,000
Changes in operating assets and liabilities,
net of effect of acquisitions
Accounts receivable (3,609,000) (646,000)
Costs and estimated earnings in excess of billings
on uncompleted contracts (1,680,000) (1,138,000)
Inventory and other current assets (1,333,000) (867,000)
Other assets 13,000
Trade accounts payable 647,000 109,000
Billings in excess of costs and estimated earnings
on uncompleted contracts 151,000 141,000
Other current liabilities (1,023,000) 19,000
Income taxes payable 334,000 1,280,000
Current and deferred income taxes (18,000) (57,000)
----------- ------------
Net cash flows (used in) provided
by operating activities (4,261,000) 2,156,000
----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for acquisitions, net of cash acquired (6,583,000) (1,474,000)
Increase in other assets (2,700,000)
Purchases of property and equipment (37,422,000) (1,405,000)
Proceeds from sale of assets 302,000
----------- ------------
Net cash flows used in investing activities (46,705,000) (2,577,000)
----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stock issuances, net 8,878,000 8,934,000
Redemption of preferred stock (150,000)
Proceeds from long-term debt 1,207,000 15,884,000
Repayments to related parties (2,080,000) (1,972,000)
Repayments from (advances to) related parties 696,000 (101,000)
Borrowings (repayments) on line of credit, net (1,871,000) (245,000)
Proceeds from credit facility 41,600,000
Distributions to stockholders of acquired
subsidiaries prior to acquisition (2,800,000)
Additions to financing costs (490,000) (349,000)
Repayments of long-term debt (2,140,000) (476,000)
----------- ------------
Net cash flow from financing activities 45,800,000 18,725,000
----------- ------------
EFFECT OF EXCHANGE RATES 39,000 28,000
----------- ------------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS (5,127,000) 18,332,000
CASH AND CASH EQUIVALENTS,
beginning of period 9,331,000 1,748,000
----------- ------------
</TABLE>
See accompanying notes to these financial statements
-6-
<PAGE>
Westower Corporation and Subsidiaries
Unaudited Condensed Consolidated Statement of Cash Flows
Nine Months ended June 30, 1999 and 1998
<TABLE>
<S> <C> <C>
CASH AND CASH EQUIVALENTS, $ 4,204,000 $ 20,080,000
end of period ============= =============
</TABLE>
See accompanying notes to financial statements
-7-
<PAGE>
Westower Corporation and Subsidiaries
Notes To Unaudited Condensed Consolidated Financial Statements
Note 1 - Basis of Presentation
Westower Corporation (the "Company") designs, builds and maintains wireless
communications transmitting and receiving facilities for providers of wireless
communications services. The Company also owns and leases communications towers.
The Company operates throughout the U.S. and Canada.
The unaudited condensed consolidated financial statements and notes thereto at
June 30, 1999 and September 30, 1998 (audited), and for the three and nine
months ended June 30, 1999 and 1998, reflect the October 28, 1997 merger with
Western Telecom Construction Ltd., an Alberta corporation, the May 29, 1998
merger with MJA Communications Corp., a Florida corporation, and the August 31,
1998 merger with Standby Services, Inc., a Texas corporation. All companies
design, fabricate and construct wireless transmitting and receiving facilities
and shelters for communications providers. The Company issued 835,000 shares of
its common stock for all the common shares of Western Telecom Construction Ltd.,
397,000 shares of its common stock for all of the common shares of MJA
Communications Corp., and 544,000 shares of its common stock for all of the
common shares of Standby Services, Inc. All of these mergers were accounted for
as or similar to a pooling-of-interests.
On October 27, 1998, the Company changed its fiscal year-end from February 28 to
September 30. All prior information has been restated to conform with a
September 30 year end.
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial reporting and in accordance with the instructions for Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and disclosures normally required by generally accepted accounting
principles for complete financial statements or those normally reflected in the
Company's Annual Report on Form 10-KSB. The financial information included
herein reflects all adjustments (consisting of normal recurring adjustments)
which are, in the opinion of management, necessary for a fair presentation of
results for interim periods. Results of interim periods are not necessarily
indicative of the results to be expected for a full year. These unaudited
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements for the seven-month Transition Period
ended September 30, 1998 and the notes thereto included in the Company's Form
10-KSB.
Consolidation -- The consolidated financial statements include the accounts of
the Company and its wholly owned domestic and Canadian subsidiaries. Investments
in subsidiaries in which the Company exercises significant influence but which
it does not control are accounted for using the equity method. Investment in a
60% owned affiliated company is accounted for on the equity method of
accounting. The Company's equity (loss) earnings from this investment during the
three and nine months ended June 30, 1999 was $(83,000) and $142,000,
respectively, which has been included in other income. All material intercompany
accounts and transactions have been eliminated in consolidation.
Foreign Currency Translation -- All asset and liability accounts of Canadian
operations are translated into U.S. dollars at current exchange rates. Revenues
and expenses are translated using the average exchange rate during the period.
Foreign currency translation adjustments are reported as a component of
comprehensive income and stockholders' equity in the consolidated balance sheet.
Exchange gains and losses from foreign currency transactions are included in
income currently.
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 amounts reported in the unaudited condensed
consolidated financial statements. Examples of estimates subject to possible
revision based upon the outcome of future events include costs and estimated
earnings on uncompleted contracts, depreciation of property and equipment,
accrued income tax liabilities, and purchase price allocations for acquisitions.
Actual results could differ from those estimates.
Reclassification -- Certain prior year amounts have been reclassified to conform
to the current year presentation and did not impact previously reported
stockholders' equity or cash flow.
Note 2 - Inventory
Inventory is stated at the lower of cost and estimated net realizable value
using the first-in, first-out method. Inventory consists of materials purchased
for future construction not associated with specific jobs.
-8-
<PAGE>
Note 3 - Property And Equipment
Property and equipment consists of the following:
June 30, September 30,
1999 1998
------------ -------------
Buildings $ 1,883,000 $ 1,795,000
Vehicles 4,016,000 2,540,000
Equipment 2,851,000 1,580,000
Communications towers 37,479,000 1,401,000
Furniture and fixtures 1,840,000 943,000
Leasehold improvements 161,000 81,000
Construction in progress 3,534,000
----------- -----------
51,764,000 8,340,000
Less accumulated depreciation and amortization (2,878,000) (1,562,000)
----------- -----------
48,886,000 6,778,000
Land 1,331,000 796,000
----------- -----------
$50,217,000 $ 7,574,000
=========== ===========
In February 1999, the Company completed the acquisition of certain
communications towers under contract in December 1998, at an aggregate cost of
approximately $17 million. In May 1999, the Company completed the acquisition of
certain communications towers under contract in September 1998, at an aggregate
cost of approximately $15.5 million.
Note 4 - Acquisitions
During the nine months ended June 30, 1999, the Company consummated the
following transactions which were accounted for under the purchase method of
accounting, and accordingly, the operating results of the acquired entities have
been included in the consolidated operating results since the date of
acquisition.
On October 30, 1998 the Company completed the acquisition of Teletronics
Management Services, Inc. ("Teletronics"). The acquisition was effected by
exchanging aproximately 188,000 shares of common stock valued at approximately
$3.8 million, based on the publicly traded price, $1.8 million in cash,
including distributions payable to former shareholders in the amount of
$800,000, and the assumption of certain liabilities, for all outstanding shares
of Teletronics. The acquisition was accounted for using the purchase method for
business combinations resulting in goodwill of approximately $5.0 million.
On November 10, 1998 the Company completed the acquisition of Summit
Communications, LLC ("Summit"), a Mississippi limited liability company which
engages in operations similar to those of the Company. The acquisition was
effected by exchanging approximately 200,000 shares of common stock valued at
approximately $4.1 million, based on the publicly traded price, $4.4 million in
cash, and the assumption of certain liabilities, for all membership interests in
Summit. The former members of Summit may also receive an additional 100,000
shares of common stock, based on certain performance criteria during the three
years following the date of acquisition. The acquisition was accounted for using
the purchase method for business combinations resulting in goodwill of
approximately $8.0 million.
On February 4, 1999 the Company completed the acquisition of Cypress Real Estate
Services, Inc. ("Cypress"), a Florida corporation. The acquisition was effected
by exchanging approximately 15,000 shares of common stock valued at
approximately $424,000, based on the publicly traded price, for all outstanding
shares of Cypress. The former shareholder of Cypress may also receive additional
shares of common stock, based on the number of towers, not to exceed 1,000
towers, acquired or constructed by the Company, subject to certain limitations
and restrictions. The acquisition was accounted for using the purchase method
for business combinations with substantially all of the purchase price allocated
to goodwill.
On February 26, 1999 the Company completed the acquisition of Telecommunications
R. David ("R. David"), a Quebec, Canada company which engages in operations
similar to those of the Company. The acquisition was effected by exchanging
approximately $330,000 in cash, and the assumption of certain liabilities, for
all outstanding shares of R. David. The acquisition was accounted for using the
purchase method for business combinations resulting in goodwill of approximately
$350,000.
-9-
<PAGE>
The following is a summary of all consideration exchanged for acquisitions that
were accounted for as purchases:
Nine Months
Ended
June 30,
1999
-----------
Shares issued 403,000
Value of shares $ 8,284,000
Cash 6,583,000
-----------
Total purchase price $14,867,000
===========
The assets and liabilities of the acquired entities were recorded at their
estimated fair market values at the dates of acquisition. The initial
allocations of fair market values are preliminary and are subject to adjustments
during the first year following the acquisition. The initial allocations were as
follows:
June 30,
1999
-----------
Non-compete agreements $ 136,000
Tangible assets 5,084,000
Goodwill 13,825,000
Liabilities assumed and deferred tax liabilities (4,178,000)
-----------
Total purchase price $14,867,000
===========
Included in the operating results for the three and nine months ended June 30,
1999 are revenues of $5,273,000 and $14,552,000, respectively, and operating
income of $668,000 and $2,028,000, respectively, from the dates of acquisition.
Goodwill is generally amortized over a 20 year period.
Note 5 - Intangible Assets
Intangible assets consist of the following:
June 30, September 30,
1999 1998
----------- ------------
Goodwill $27,864,000 $14,039,000
Communications tower purchase contract - 5,661,000
Non-compete agreements 355,000 219,000
----------- ------------
28,219,000 19,919,000
Less accumulated amortization (1,227,000) (198,000)
----------- ------------
$26,992,000 $19,721,000
=========== ============
Note 6 - Other Assets
Other assets consist of the following:
June 30, September 30,
1999 1998
----------- -------------
Deposits on tower purchase contracts $ 1,176,000 $ -
Equity investment in joint venture 1,189,000 217,000
Other noncurrent assets, net 3,774,000 2,554,000
----------- -----------
$ 6,139,000 $ 2,771,000
=========== ===========
-10-
<PAGE>
During the nine months ended June 30, 1999, the Company paid approximately $1.2
million as deposits to acquire additional towers. Equity investment in joint
venture represents the Company's cash investment and the Company's equity
earnings from this investment
Note 7 - Long -Term Debt
During the nine months ended June 30, 1999, the Company borrowed an aggregate
$41.6 million under its credit facility with Bank Boston N.A. As of June 30,
1999, the effective interest rate on borrowings under the facility was
approximately 7.75%. The Company borrowed an additional $8.0 million under the
facility subsequent to June 30, 1999. The facility is collateralized by
substantially all of the Company's assets. At June 30, 1999 the Company was in
compliance with all of its covenants with the exception of certain financial
ratio requirements related to cash flow. The Company has received a waiver from
the lenders waiving the right to demand repayment as a result of the violation.
Note 8 - Common Stock
On October 15, 1997, the Company issued 1,200,000 shares of common stock and
1,380,000 warrants to purchase common stock in a public offering. The Company
received proceeds, net of costs, of $7,493,000 from its public offering. During
the nine months ended June 30, 1999, the Company received net proceeds of
$7,291,000 on the exercise of 819,000 warrants, at $9.00 per share of common
stock. In addition to the warrants noted above, during the nine months ended
June 30, 1999, the Company's underwriters exercised warrants, issued in
connection with the Company's initial public offering, resulting in the Company
receiving $1,123,000 on the exercise of warrants to purchase 162,000 shares of
common stock at $9 per share. At June 30, 1999, there were unexercised warrants
to purchase approximately 79,000 shares of common stock held by underwriters.
Note 9 - Earnings (Loss) Per Share
The numerators and denominators of basic and fully diluted earnings (loss) per
share are as follows:
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
------------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
Numerator - Net income (Loss) as reported $(1,692,000) $ 864,000 $ (546,000) $2,823,000
============= =========== =========== ===========
Denominator - Weighted average number of
shares outstanding:
Basic weighted average
number of shares 8,525,000 6,356,000 8,234,000 6,104,000
Effect of dilutive stock
options and warrants 431,000 1,104,000
------------- ----------- ----------- -----------
Diluted weighted average
number of shares 8,525,000 6,787,000 8,234,000 7,208,000
============= =========== =========== ===========
</TABLE>
For the three and nine months ended June 30, 1999, all potential common shares
were excluded from the computation of diluted earnings (loss) per share because
inclusion would have had an anti-dilutive effect on earnings (loss) per share.
For the three months ended June 30, 1998, shares associated with convertible
debt were excluded from the computation of diluted earnings per share because
inclusion would have had an anti-dilutive effect on earnings per share. All
other potential common shares have been included in the diluted earnings per
share calculations for the three and nine months ended June 30, 1998.
Note 10 - Segment Information
-11-
<PAGE>
The Company's operations are comprised of a number of communication tower
construction entities that were recently acquired. While management assesses the
operating results of each of these entities separately, as these entities and
its existing operations exhibit similar financial performance and have similar
economic characteristics, they have been aggregated as one segment.
The following table summarizes contract and other revenues and long-lived assets
related to the respective countries in which the Company operates.
<TABLE>
<CAPTION>
As of and for the Nine Months Ended June 30, 1999
-------------------------------------------------
Total United States Canada
--------------- ---------------- --------------
<S> <C> <C> <C>
Contract and Other Revenues $68,455,000 $52,658,000 $15,797,000
Long-lived Assets $50,217,000 $43,574,000 $ 6,643,000
</TABLE>
<TABLE>
<CAPTION>
As of and for the Nine Months Ended June 30, 1998
--------------------------------------------------
Total United States Canada
--------------- ---------------- -------------
<S> <C> <C> <C>
Contract and Other Revenues $35,995,000 $19,206,000 $16,789,000
Long-lived Assets $ 4,854,000 $ 1,251,000 $ 3,603,000
</TABLE>
Long-lived assets are comprised of property and equipment and exclude intangible
assets.
Note 11 - Merger of the Company
On May 15, 1999, the Company entered into a definitive agreement with
Spectrasite Holdings, Inc. (Spectrasite), under which Westower will merge with a
subsidiary of Spectrasite. As of, and for the three months ended June 30, 1999,
the Company had incurred approximately $1.5 million in expenses related to the
merger. Under the terms of the agreement, Westower shareholders will receive
1.81 shares of Spectrasite common stock for each Westower share. The merger is
subject to the approval of Westower's shareholders and the appropriate
regulatory agencies as well as other customary closing conditions. In the event
the merger is not consummated, the Company may be obligated to pay a $12 million
termination fee plus Spectrasite's expenses. The proposed merger is to be
considered at a special meeting of Westower shareholders on September 2, 1999;
however, there can be no assurance that the merger will be consummated.
-12-
<PAGE>
ITEM 2-MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Statements contained herein that are not historical facts are forward-looking
statements ("forward-looking statements") within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, which are intended to be covered by the safe
harbors created by those sections. Such forward-looking statements are
necessarily estimates reflecting the best judgment of the Company's management
based upon current information and involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company, or industry results, to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such risks, uncertainties and other factors
include, but are not limited to, those set forth in the Company's Annual Report
on Form 10-KSB for the transition period ended September 30, 1998 and appearing
from time to time in filings made by the Company with the Securities and
Exchange Commission. These risks, uncertainties and other factors should not be
construed as exhaustive and the Company does not undertake, and specifically
disclaims any obligation, to update any forward-looking statements to reflect
occurrences or unanticipated events or circumstances after the date of such
statements.
GENERAL AND COMPANY STRATEGY
Historically, Westower Corporation and its subsidiaries (the "Company" or
"Westower") principally has been engaged in building towers for wireless
carriers, who have traditionally owned and operated their own transmission tower
assets. While the Company continues to provide infrastructure building and
implementation services to wireless carriers, the Company's focus has been
directed increasingly toward developing sources of recurring revenues,
specifically building towers for its own account (build-to-suit), acquiring
towers from carriers and other owners, maximizing revenues from existing towers,
and entering into long-term maintenance contracts with other tower owners. The
Company's focus on sources of recurring revenues is intended, in part, to
capitalize on recent trends by several carriers who have begun to evaluate
opportunities to outsource the ownership and operation of their wireless
infrastructure either by selling their existing tower sites to independent third
party tower owners and operators, who would then lease tower space back to the
carriers, and/or entering into build-to-suit arrangements, whereby an
independent third party builds, owns and leases towers to the wireless carriers,
often with multiple tenants on any given tower. The Company believes that its
historical competency of tower design and construction makes the Company one of
the leading candidates for carrier outsourcing.
The Company believes owning towers and leasing tower space to wireless carriers
and other users will provide more stable long-term recurring revenues. In
addition to the Company's plan to pursue opportunities to acquire existing sites
and towers from carriers seeking to outsource their wireless infrastructure, the
Company believes that, at the present time, utilizing its infrastructure
building and implementation resources to construct towers for its own account is
a more cost-effective method of expanding its portfolio of owned towers. In the
first fiscal quarter of the fiscal year ending September 30, 1999, the Company
began focusing on opportunities to provide sources of recurring revenues. The
Company's build-to-suit program offers a turnkey solution to wireless carriers
and is designed to reduce carriers' capital expenditures and overhead associated
with the traditional methods of acquiring and owning their wireless networks. As
of August 13, 1999, approximately 300 towers were under written or oral
commitments from four wireless carriers. In addition to the towers subject to
build-to-suit commitments, as of August 13, 1999, the Company owned or had
contracts to acquire 215 towers. There can be no assurance that the Company will
successfully enter into additional significant build-to-suit agreements with any
wireless carrier or group of carriers or that it will be able to reach
definitive agreements with the owners of towers not currently under written
contract or develop the towers in a cost-effective manner, that implementation
of its existing build-to-suit agreements will result in the Company's ownership
of all of the towers originally contemplated by those agreements or that the
Company will complete the development of any of the towers currently being
developed for its own
<PAGE>
account. As the Company increasingly focuses its resources on tower ownership,
revenues from third parties generated by its infrastructure building and
implementation services operations are likely to decline. Management believes
that the decline in revenues from its infrastructure building and implementation
services operations will be offset over time by the recurring revenue stream
expected from tower ownership, revenues from future tower acquisitions by the
Company, revenues from towers the Company is currently developing and building
for its own account and revenues from the towers the Company will develop and
build for its own account in the future.
On May 15, 1999, the Company entered into a definitive agreement with
Spectrasite Holdings, Inc. ("Spectrasite"), under which Westower will merge with
a subsidiary of Spectrasite. Under the terms of the agreement, Westower
shareholders will receive 1.81 shares of Spectrasite common stock for each
Westower share. The merger is subject to the approval of Westower's
shareholders and the appropriate regulatory agencies as well as other customary
closing conditions. The Company has scheduled a shareholders meeting on
September 2, 1999 to request approval by shareholders. There can be no
assurance that the merger will be consummated.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO JUNE 30, 1998
The Company's revenues for the three-month period ended June 30, 1999 increased
approximately 99% to $25,184,000 from $12,637,000 for the same three-month
period in the prior year. The increase in revenues was primarily due to an
increased rollout of wireless infrastructure building and implementation
activities during the 1999 period and the results of business acquisitions
completed after June 30, 1998, accounted for as purchases.
Gross profit, excluding depreciation, for the three-month period ended June 30,
1999 increased approximately 148% to $7,496,000 from $3,028,000 for the same
three-month period in the prior year. Gross profit as a percentage of revenue
increased to 29.8% for the three months ended June 30, 1999 from 24.0% for the
same three months of fiscal 1998. The increase in the gross profit percentage is
attributable to an increase in the labor content of revenues. The increase in
gross profit is primarily due to the increase in revenues coupled with improved
margins.
Selling, general and administrative expenses for the three-month period ended
June 30, 1999 increased approximately 213% to $5,128,000 from $1,640,000 for the
same three-month period in the prior year. As a percentage of revenues, selling,
general and administrative expenses increased to 20.4% in the three months of
ended June 30, 1999 compared to 13.0% in the same three months of fiscal 1998.
The increase in selling, general and administrative expenses is attributable to
the increase in revenues that required additional management and administrative
resources and an increase in staffing of the Company for the build-to-suit and
tower leasing programs, both of which did not exist in the comparable period in
the prior year.
On May 15, 1999, the Company entered into a merger agreement under which
Westower will merge with a subsidiary of Spectrasite. In connection with the
merger, the Company incurred $1,519,000 in professional fees and other costs.
This expense represents 6.0% of revenue for the three months ended June 30,
1999. The Company expects to incur additional expenses in connection with the
merger.
Interest and financing expenses for the three-month period ended June 30, 1999
increased approximately 2894% to $928,000 from $31,000 for the same three-month
period in the prior year. The increase is due to borrowings made, the proceeds
of which have been principally used to acquire companies and towers (See
"Liquidity and Capital Resources") and working capital for its build-to-suit
and tower leasing programs.
Income tax expense for the three-month period ended June 30, 1999 increased
approximately 136% to $503,000 from $213,000 for the same three-month period in
the prior year. The increase in income tax expense is primarily the result of
non-deductible amortization expense of goodwill recognized in business
combinations accounted for as purchases and non-deductible expenses in
connection with the merger with Spectrasite in this period compared to
<PAGE>
the prior period in which the Company merged with entities for which income was
taxed directly to the former owners.
NINE MONTHS ENDED JUNE 30, 1999 COMPARED TO JUNE 30, 1998
The Company's revenues for the nine-month period ended June 30, 1999 increased
approximately 90% to $68,455,000 from $35,995,000 for the same nine-month period
in the prior year. The increase in revenues was primarily due to an increased
rollout of wireless infrastructure building and implementation activities during
the 1999 period and the results of business acquisitions completed after June
30, 1998 and accounted for as purchases.
Gross profit, excluding depreciation, for the nine-month period ended June 30,
1999 increased approximately 115% to $20,037,000 from $9,336,000 for the same
nine-month period in the prior year. Gross profit as a percentage of revenue
increased to 29.3% for the first nine months of the fiscal 1999 from 25.9% for
the same nine months of fiscal 1998. The increase in the gross profit
percentage is attributable to an increase in the labor content of revenues. The
increase in gross profit is primarily due to the increase in revenues coupled
with improved margins.
Selling, general and administrative expenses for the nine-month period ended
June 30, 1999 increased approximately 177% to $13,385,000 from $4,827,000 for
the same nine-month period in the prior year. As a percentage of revenues,
selling, general and administrative expenses increased to 19.6% in the first
nine months of fiscal 1999 compared to 13.4% in the same nine months of fiscal
1999. The increase in selling, general and administrative expenses is
attributable to the increase in revenues that required additional management and
administrative resources and an increase in staffing of the Company for the
build-to-suit and tower leasing programs, both of which did not exist in the
comparable period in the prior year.
On May 15, 1999, the Company entered into a merger agreement with Spectrasite.
In connection with the merger, the Company incurred $1,519,000 in professional
fees and other costs. The total merger expense for the period is $1,596,000. The
Company expects to incur additional expenses in connection with the merger.
Interest and financing expenses for the nine-month period ended June 30, 1999
increased approximately 1891% to $2,051,000 from $103,000 for the same nine-
month period in the prior year. The increase is due to borrowings made, the
proceeds of which have been used to acquire companies and towers (See "Liquidity
and Capital Resources") and working capital for its build-to-suit and tower
leasing programs.
Income tax expense for the nine-month period ended June 30, 1999 increased
approximately 9% to $1,386,000 from $1,270,000 for the same nine-month period in
the prior year. The increase in income tax expense is primarily the result of
non-deductible amortization expense of goodwill recognized in business
combinations accounted for as purchases and non-deductible expenses in
connection with the merger with Spectrasite in this period compared to the prior
period in which the Company merged with entities for which income was taxed
directly to the former owners.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1999, the Company had cash of $4,204,000 a decrease from September
30, 1998, of $5,127,000. Working capital was $20,472,000.
The Company used $4,261,000 of cash in its operations during the nine months
ended June 30, 1999. Net loss offset by non-cash operating expenses were
$2,412,000 and $6,531,000 is reflected in the changes in operating assets and
liabilities. During the nine months ended June 30, 1999, the Company used cash
of $6,583,000, net of acquired cash, to acquire businesses, and $37,422,000 to
purchase property and equipment, principally communications towers.
In October 1997, the Company sold 1,200,000 Units in its initial public offering
of securities and received net proceeds of approximately $7,493,000. Each unit
consisted of one share of common stock and one warrant to
<PAGE>
purchase a share of common stock for $9.00. During the seven month transition
period ended September 30, 1998, 559,000 warrants were exercised resulting in
net proceeds of $4,788,000. During the nine months ended June 30, 1999, nearly
all of the remaining warrants were exercised resulting in net proceeds of
$7,291,000. Additionally, during the nine months ended June 30, 1999, the
Company's underwriters exercised warrants to purchase 162,000 shares of common
stock, resulting in net proceeds of $1,123,000.
In June 1998, the Company issued a $15,000,000 principal amount 7% subordinated
convertible note ("Subordinated Debt"). Net proceeds were $14,850,000. The
note is convertible into 599,000 shares of common stock at $25.03 per share
until April 30, 2007. In connection with the Subordinated Debt, the Company
granted warrants to purchase 40,000 shares of common stock at $23 per share
until April 30, 2007. The Company has used the proceeds to purchase and build
communications towers for lease to others, and to acquire other enterprises.
On June 9, 1998, the Company signed a credit agreement with BankBoston, N.A.
whereby BankBoston, N.A. committed to providing $75,000,000 principal amount of
senior secured revolving credit (the "Credit Facility"). The Credit Facility
allows the Company to purchase or construct communications towers for use by
third parties and acquire businesses. The Company's ability to utilize the
Credit Facility is determined by, among other criteria, its cash flows generated
from operations and from tower leasing. During the nine months ended June 30,
1999, the Company borrowed $41.6 million under the Credit Facility. Subsequent
to June 30, 1999 the Company borrowed an additional $8.0 million. At June 30,
1999 the amount available under the Credit Facility was $33.4 million, which is
subject to projected cash flow to be derived from potential transactions.
On October 22, 1998, the Company exercised its right to acquire certain
communications towers for $9.2 million, subject to regulatory approval. The
Company received approval and consummated the transaction in May 1999.
On October 30, 1998, the Company completed the acquisition of Teletronics
Management Services, Inc. ("Teletronics"). The acquisition was effected by
exchanging approximately 188,000 shares of common stock valued at approximately
$3.8 million, based upon the publicly traded price, $1.8 million in cash,
including $800,000 in distributions payable to former shareholders, and the
assumption of certain liabilities, for all outstanding shares of Teletronics.
The acquisition was accounted for using the purchase method for business
combinations, resulting in goodwill of approximately $5.0 million.
On November 10, 1998 the Company completed the acquisition of Summit
Communications, LLC ("Summit"), a Mississippi limited liability company which
engages in operations similar to those of the Company. The merger was effected
by exchanging 200,000 shares of common stock valued at approximately $4.1
million, based on the publicly traded price, $4.4 million in cash, and the
assumption of certain liabilities, for all membership interest in Summit. The
former members of Summit may also receive an additional 100,000 shares of common
stock, based on certain performance criteria during the three years following
the date of acquisition. The acquisition was accounted for using the purchase
method for business combinations, resulting in goodwill of approximately $8.0
million.
On February 4, 1999 the Company completed the acquisition of Cypress Real Estate
Services, Inc. ("Cypress"), a Florida corporation. The acquisition was effected
by exchanging approximately 15,000 shares of common stock valued at
approximately $424,000, based upon the publicly traded price, for all
outstanding shares of Cypress. The former shareholder of Cypress may also
receive additional shares of common stock, based on the number of towers, not to
exceed 1,000 towers, acquired or constructed by the Company, subject to certain
limitations and restrictions. The acquisition was accounted for using the
purchase method for business combinations with substantially all of the
purchase price allocated to goodwill.
On February 26, 1999 the Company completed the acquisition of Telecommunications
R. David ("R. David"), a Quebec, Canada company which engages in operations
similar to those of the Company. The acquisition was effected by exchanging
approximately $330,000 in cash, and the assumption of certain liabilities, for
all outstanding shares of R. David. The acquisition was accounted for using the
purchase method for business combinations resulting in goodwill of approximately
$350,000.
The Company's future cash requirements for fiscal 1999 and beyond will depend
primarily upon the level of wireless infrastructure building and implementation
undertaken by the Company, the level of working capital
<PAGE>
needed to generate the revenues associated with such business plan, and
acquisition opportunities. The Company believes that cash on hand and from
operations and amounts available under the Credit Facility will be adequate to
satisfy its working capital requirements at least through September 1999. In the
event the merger with Spectrasite is not consummated, the Company will seek
additional financing. However, there can be no assurance that such financing
will be available.
To date, the Company has derived substantially all of its revenues from sales in
the United States and Canada, and inflation has not had a significant effect on
the Company's business. The Company does not currently expect inflation to
adversely affect it in the future unless inflation increases significantly in
the United States or Canada. To date, the Company's activities in Brazil have
been denominated in Canadian currency.
The Company is currently in negotiations with certain tower construction
companies concerning acquisition by Westower. The Company is also in
negotiation with certain third parties concerning the acquisition of wireless
communication towers, and with a financial institution to arrange financing for
the wireless communication tower purchases, should the negotiations conclude
successfully. None of the negotiations are finalized and there is no assurance
that the Company will be successful in concluding these negotiations or if the
Company is successful, that the acquisitions will not be dilutive to existing
shareholders.
YEAR 2000 COMPLIANCE
The Company is aware of the issues associated with the Year 2000 as it relates
to information systems. In September 1998, independent consultants completed a
review of the Company's software and hardware. Pursuant to recommendations made
by the consultants, the Company replaced a few personal computers. The
Company's total expenditure to date for the Year 2000 compliance is less that
$50,000. The Year 2000 is not expected to have a material impact on the
Company's current information systems because its current software is either
already Year 2000 compliant or required changes are not expected to be
significant. The Company has not conducted a survey of its customers or vendors
to ascertain their Year 2000 readiness. Based on the nature of the Company's
business, and the existence of alternate vendors, however, the Company
anticipates that it is not likely to experience material business interruption
due to the potential adverse impact of the Year 2000 on its vendors. As a
result, the Company does not anticipate that incremental expenditures to address
Year 2000 compliance will be material to the Company's liquidity, financial
position or results of operations.
ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". Among other
provision, SFAS No. 133 requires that entities recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. Gains and losses resulting from changes in the
fair values of those derivatives would be accounted for depending on the use of
the derivative and whether it qualifies for hedge accounting. SFAS No. 133
becomes effective for the fiscal years beginning after June 15, 2000.
Management has not yet evaluated the effects that the adoption of SFAS No. 133
will have on its reported financial position or results of operations.
ITEM 3- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our risk exposure from the period
reported in our Form 10-KSB for the Transition Period ended September 30, 1998.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
The Company's subsidiary CNG Communications, Inc.
("CNG") is a defendant in an action entitled Commercial
----------
Labor Management, Inc., Mark J. Richardson and Edward
-----------------------------------------------------
Torres v. CNG Communications, Inc. and Paul Bishop, No.
--------------------------------------------------
99-3192, United States District Court for the Central
District of California. The Company acquired CNG in
September 1998. Plaintiffs allege that they had a pre-
existing agreement to acquire CNG that was breached
when the Company acquired CNG by merger. The Plaintiffs
are seeking the recovery of damages in an unspecified
amount. CNG is contesting the matter vigorously and
believes that the allegations are without merit. There
has been no material change in the status of the
proceeding since the filing of the Company's Quarterly
Report for the quarterly period ended March 31, 1999.
ITEM 2. Changes in Securities and Use of Proceeds.
None.
ITEM 3. Defaults Upon Senior Securities.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
None.
ITEM 5. Other Information.
None.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. The following exhibits are contained in this report:
Exhibit Description of Exhibit
------- ----------------------
2.1 Agreement and Plan of Merger, dated as of May 15,
1999, among Westower Corporation, SpectraSite
Holdings, Inc. and W Acquisition Corp.
(Incorporated by reference to Exhibit 2.1 of the
Company's Current Report on Form 8-K dated May 18,
1999.)
27 Financial Data Schedule.
(b) Reports on Form 8-K. The following reports on Form 8-K were filed
during the quarter ended June 30, 1999:
1. Form 8-K, dated May 18, 1999, relating to Item 5
(Other Events), announcing that on May 15, 1999,
Westower Corporation, SpectraSite Holdings, Inc.,
a Delaware corporation, and W Acquisition Corp., a
Washington corporation and a wholly-owned
subsidiary of SpectraSite, entered into an
Agreement and Plan of Merger pursuant to
<PAGE>
which Westower Corporation is to become a wholly-
owned subsidiary of SpectraSite Holdings, Inc.
2. Form 8-K, dated May 28, 1999, relating to Item 2
(Acquisition or Disposition of Assets) relating to
the acquisition of certain assets, including
telecommunications towers, from the American
Television Relay unit of MCI Telecommunications
Corporation.
3. Form 8-K/A (Amendment No. 2), dated June 18, 1999,
relating to Item 7 (Financial Statements, Pro
Forma Financial Information and Exhibits)
containing audited financial statements of Summit
Communications, LLC and pro forma financial
information adjusted to reflect the restated
results of operations of Westower Corporation for
the six months ended August 31, 1998.
4. Form 8-K/A (Amendment No. 3), dated June 18, 1999,
relating to Item 7 (Financial Statements, Pro
Forma Financial Information and Exhibits)
containing audited financial statements of Cord
Communications, Inc. and pro forma financial
information adjusted to reflect the restated
results of operations of Westower Corporation for
the six months ended August 31, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Date: August 23, 1999 By: /s/ Peter Lucas
_______________________________
Peter Lucas,
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of May 15, 1999, among Westower
Corporation, SpectraSite Holdings, Inc. and W Acquisition Corp.
(Incorporated by reference to Exhibit 2.1 of the Company's Current
Report on Form 8-K dated May 18, 1999.)
27 Financial Data Schedule.
-21-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED
FINANCIAL STATEMENTS OF WESTOWER CORPORATION FOR THE THREE AND SIX-MONTH PERIOD
ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
DOCUMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> SEP-30-1999<F1> SEP-30-1998<F1>
<PERIOD-START> OCT-01-1998 OCT-01-1997
<PERIOD-END> JUN-30-1999 JUN-30-1998
<CASH> 4,204,000 20,080,000
<SECURITIES> 0 0
<RECEIVABLES> 20,506,000 9,351,000
<ALLOWANCES> 0 0
<INVENTORY> 3,133,000 1,959,000
<CURRENT-ASSETS> 36,984,000 34,627,000
<PP&E> 53,095,000 6,620,000
<DEPRECIATION> 2,878,000 1,766,000
<TOTAL-ASSETS> 120,332,000 44,075,000
<CURRENT-LIABILITIES> 16,512,000 8,687,000
<BONDS> 57,059,000 15,168,000
0 0
0 0
<COMMON> 85,000 67,000
<OTHER-SE> 43,699,000<F2> 16,803,000<F3>
<TOTAL-LIABILITY-AND-EQUITY> 120,332,000 44,075,000
<SALES> 0 0
<TOTAL-REVENUES> 68,455,000 35,995,000
<CGS> 48,418,000 26,659,000
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 17,518,000 5,484,000
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 2,051,000 103,000
<INCOME-PRETAX> 840,000 4,093,000
<INCOME-TAX> 1,386,000 1,270,000
<INCOME-CONTINUING> (546,000) 2,823,000
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (546,000) 2,823,000
<EPS-BASIC> (0.07) 0.46
<EPS-DILUTED> (0.07) 0.39
<FN>
<F1>The comparative financial information contained in this schedule has been
restated to reflect the October 28, 1997 merger with Western Telecom
Construction Ltd., the May 29, 1998 merger with MJA Communications Corp., and
the August 31, 1998 merger with Standby Services, Inc., all of which were
accounted for as poolings-of-interests.
<F2>Other equity of $43,369,000 at June 30, 1999 is comprised of Additional
paid-in Capital of $39,818,000, Accumulated Other Comprehensive Income of
$(237,000) and Retained Earnings of $4,118,000.
<F3>Other equity of $19,680,000 at June 30, 1998 is comprised of Additional
paid-in Capital of $13,568,000, Accumulated Other Comprehensive Income of
$(176,000) and Retained Earnings of $6,288,000.
</FN>
</TABLE>
