<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1994
__ 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 0-3279
KIMBALL INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-0514506
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1600 Royal Street, Jasper, Indiana 47549-1001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (812) 482-1600
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___
The number of shares outstanding of the Registrant's common stock as of October
21, 1994 were:
Class A Common Stock - 7,338,123 shares
Class B Common Stock - 13,817,016 shares
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KIMBALL INTERNATIONAL, INC.
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PAGE NO.
<S> <C>
PART I FINANCIAL INFORMATION:
Item 1. Financial Statements
Condensed Consolidated Statement of Financial Condition
- September 30, 1994 (Unaudited), June 30, 1994
and September 30, 1993 (Unaudited) . . . . . . . . . . . . . 3
Consolidated Statement of Income (Unaudited)
- Three Months Ended September 30, 1994 and 1993 . . . . . . . 4
Consolidated Statement of Cash Flows (Unaudited)
- Three Months Ended September 30, 1994 and 1993 . . . . . . . 5
Notes To Consolidated Financial Statements (Unaudited) . . . . 6
Item 2. Management's Discussion and Analysis Of
Financial Condition and Results of Operations. . . . . . . . . 7-9
PART II OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 10
- Exhibit #11 - Computation of Earnings Per Share
(Part I Exhibit) . . . . . . . . . . . . . . . . . . . . . 11
- Exhibit #15 - Letter re: Unaudited Interim
Financial Information
(Part I Exhibit). . . . . . . . . . . . . . . . . . . . . . 12
- Exhibit #27 - Financial Data Schedule
(Part I Exhibit). . . . . . . . . . . . . . . . . . . . . . 13
- Exhibit #99 - Report of Independent Public Accountants-
Limited Review of Interim Financial Information
(Part II Exhibit) . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>
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<PAGE>
PART I.
FINANCIAL INFORMATION
KIMBALL INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
(dollars in thousands)
<TABLE>
<CAPTION>
(unaudited) (unaudited)
September 30, June 30, September 30,
ASSETS 1994 1994 1993
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 7,222 $ 15,452 $ 2,769
Short-term investments at cost, estimated
market value of $79,145, $76,479 and $88,800 79,389 76,494 88,552
Accounts and notes receivable, less allow-
ance for possible losses of $3,788,
$4,036 and $5,142 98,479 96,118 91,869
Inventories 87,033 81,083 93,046
Other 19,908 19,091 17,811
Total Current Assets 292,031 288,238 294,047
PROPERTY AND EQUIPMENT - at cost, less
accumulated depreciation of $208,536,
$205,027 and $190,340 172,215 171,243 154,960
OTHER ASSETS 11,909 11,932 11,166
Total Assets $476,155 $471,413 $460,173
LIABILITIES AND SHARE OWNERS' EQUITY
CURRENT LIABILITIES:
Loans payable to banks $ 1,440 $ 1,619 $ 2,822
Current maturities of long-term debt 1,210 1,196 1,850
Accounts payable 37,971 33,133 37,029
Dividends payable 4,424 4,426 4,426
Accrued expenses 57,223 61,790 57,606
Total Current Liabilities 102,268 102,164 103,733
OTHER LIABILITIES:
Long-term debt, less current maturities 1,095 811 1,845
Deferred income taxes and other 17,675 17,486 16,457
Total Other Liabilities 18,770 18,297 18,302
SHARE OWNERS' EQUITY:
Common stock 6,723 6,723 6,723
Additional paid-in capital 812 791 791
Foreign currency translation adjustment 1,193 836 585
Retained earnings 354,303 350,304 337,693
363,031 358,654 345,792
Less: Treasury stock, at cost (7,914) (7,702) (7,654)
Total Share Owners' Equity 355,117 350,952 338,138
Total Liabilities and Share Owners' Equity $476,155 $471,413 $460,173
See Notes to Consolidated Financial Statements
</TABLE>
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<PAGE>
KIMBALL INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
(unaudited)
Three Months Ended
September 30,
1994 1993
<S> <C> <C>
Net Sales $209,411 $197,882
Cost of Sales 150,553 140,747
Gross Profit 58,858 57,135
Selling, Administrative and General Expenses 45,015 42,496
Operating Income 13,843 14,639
Other Income (Expense):
Interest Expense (45) (141)
Interest Income 1,076 583
Other - net (359) 888
672 1,330
Income Before Taxes on Income 14,515 15,969
Taxes on Income 6,092 5,689
Net Income $ 8,423 $ 10,280
Earnings Per Share of Common Stock:
Net Income:
Class A Common Stock $.40 $.48
Class B Common Stock $.40 $.48
Dividends Per Share of Common Stock:
Class A Common Stock $.20 3/4 $.20 3/4
Class B Common Stock $.21 $.21
Average total number of shares outstanding
Class A and B Common Stock 21,157,497 21,167,955
See Notes to Consolidated Financial Statements
</TABLE>
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<PAGE>
KIMBALL INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(dollars in thousands)
<TABLE>
<CAPTION>
(unaudited)
Three Months Ended
September 30,
1994 1993
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 8,423 $10,280
Non-cash charges (credits) to net income:
Depreciation and amortization 7,560 7,005
Gain on sales of assets (7) (249)
Deferred income tax provision 12 (1,216)
Other deferred charges 621 ---
Increase in current assets:
Accounts and notes receivable (2,361) (4,246)
Inventories (5,950) (8,380)
Other current assets (1,015) (218)
Increase (Decrease) in current liabilities:
Accounts payable 4,838 (4,689)
Accrued expenses (5,040) 4,330
Net Cash Provided By Operating Activities 7,081 2,617
Cash Flows From Investment Activities:
Capital Expenditures (7,609) (9,267)
Proceeds from sales of assets 216 277
Increase in other assets (355) (3,262)
Purchases of short-term investments (43,842) (2,415)
Maturities of short-term investments 40,947 16,460
Net Cash (Used For) Provided by Investment Activities (10,643) 1,793
Cash Flows From Financing Activities:
Decrease in short-term borrowings (179) (657)
Decrease in long-term debt (73) (124)
Dividends paid (4,426) (4,428)
Acquisition of Treasury Stock (245) (291)
Other - net 231 (750)
Net Cash Used For Financing Activities (4,692) (6,250)
Effect of Exchange Rate Change on
Cash and Cash Equivalents 24 (16)
Net Decrease in Cash and Cash Equivalents (8,230) (1,856)
Cash and Cash Equivalents-Beginning of Period 15,452 4,625
Cash and Cash Equivalents-End of Period $ 7,222 $ 2,769
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Income Taxes $ 1,788 $ 364
Interest $ 85 $ 116
Total Cash, Cash Equivalents and
Short-Term Investments:
Cash and cash equivalents $ 7,222 $ 2,769
Short-term investments 79,389 88,552
Totals $86,611 $91,321
See Notes to Consolidated Financial Statements
</TABLE>
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<PAGE>
KIMBALL INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) The interim financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. All significant intercompany
transactions and balances have been eliminated. Management believes the
financial statements include all adjustments of a normal, recurring nature
necessary to present fairly the financial statements of the interim period.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading. It is suggested
that these financial statements be read in conjunction with the financial
statements and the notes thereto included in the Company's latest annual
report on Form 10-K.
(2) Inventories consist of: (in thousands)
<TABLE>
<CAPTION>
September 30, June 30, September 30,
1994 1994 1993
<S> <C> <C> <C>
Raw Materials $41,597 $42,700 $48,240
Work-in-Process 14,225 14,603 19,381
Finished Goods 31,211 23,780 25,425
Total $87,033 $81,083 $93,046
</TABLE>
For interim reporting, LIFO inventories are computed based on estimated
year-end quantities and price levels. Changes in such estimates will be
reflected in the interim financial statements in the period in which they
occur.
(3) Earnings per share are computed under the method prescribed in Accounting
Principles Board Opinion No. 15 for computing earnings per share for two
class common stock due to the dividend preference of Class B Common Stock.
(4) The Company adopted FASB Statement No. 109, Accounting for Income Taxes,
during the prior year's first quarter ended September 30, 1993. The impact
of adopting the statement was $1,200,000 of income, or 5 cents per share
and was included in Taxes on Income. See Management's Discussion and
Analysis for additional discussion.
(5) Arthur Andersen LLP, independent public accountants, performed a limited
review of the consolidated financial statements for the three month period
ended September 30, 1994, as indicated in the report on the limited review
attached as an Exhibit. Since they did not perform an audit, they express
no opinion on the financial statements referred to above.
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<PAGE>
KIMBALL INTERNATIONAL, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION
AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
First quarter sales increased 6% when compared to the previous year's first
quarter, as sales in each of the Company's three business segments (Furniture
and Cabinets, Electronic Contract Assemblies, and Processed Wood Products and
Other) exceeded the prior year. Net income for the quarter decreased 7% from
the prior year's first quarter, after excluding the one-time impact of adopting
FASB Statement No. 109, Accounting for Income Taxes, in the prior year. The
decrease was attributed to increased operating losses on steel office furniture
product lines within the Furniture and Cabinets segment. Had the steel furniture
product losses attained break-even level, net income would have exceeded the
prior year. Open order levels increased in all major product lines at quarter-
end when compared to prior year levels.
RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 1994 COMPARED TO THREE
MONTHS ENDED SEPTEMBER 30, 1993
First quarter 1995 net sales increased 6% when compared to the prior year's
first quarter net sales, as all business segments reported increased sales.
Sales in the Furniture and Cabinets segment increased 2% when compared to the
prior year's first quarter. Increases were experienced in certain office
furniture product lines and original equipment manufacturer (OEM) product lines.
The Company continued to experience volume increases in certain wood office
furniture systems and casegoods product lines in response to strong customer
demand for value-oriented products with flexible configurations. Sales in the
metal furniture product line were below the prior year level, as shipment levels
were negatively impacted by the relocation of the metal office furniture
production facility during the quarter from Torrance, California to Post Falls,
Idaho. Open order levels in the office furniture product line increased 28% over
the prior year levels. The OEM cabinets and furniture product lines experienced
volume increases in both wood and vinyl television and speaker cabinet sales.
Other OEM wood product sales increased over the prior year's first quarter level
as the Company's facility which produces domestic piano products continued to
increase its production and sales of OEM products to utilize excess plant
capacity. Open orders in OEM product lines increased 8% over prior year
levels.
Electronic Contract Assemblies segment sales increased 12% above the prior year
first quarter as the result of volume increases in computer and automotive
assemblies. Volume increases occurred in both existing product lines and new
product lines which utilize the next generation of technology. This segment
ended the quarter with open order levels up 24% above prior year levels.
Included in this segment are sales to two customers which accounted for 19% of
consolidated first quarter net sales. One of these customers accounted for 14%
of consolidated first quarter net sales in fiscal year 1995 and 10% in 1994.
Processed Wood Products and Other segment sales, including intersegment sales,
increased 10% above the prior year's first quarter level, primarily the result
of an increase in sales of lumber and dimension wood products and plastic
components. The majority of the sales increase in the lumber and dimension
product line was attributed to volume increases. Although sales prices were
increased on lumber and dimension products in response to material price
increases from suppliers, the full impact of the increased sales prices was
delayed due to existing orders at previously established sales prices.
Increased sales of plastic components were attributed to volume increases with
both new and existing customers.
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<PAGE>
Consolidated cost of sales, as a percent of sales, increased by 0.8 percentage
point when compared to the prior year's first quarter, as the Company's material
costs, as a percent of sales, continued to trend upward. Major factors were
increases in material cost prices from suppliers and a commitment to fixed
price sales on certain contracts in a period of rising material costs. Labor
costs, as a percent of sales, decreased as the labor force became more
efficient, due in part to the Company's focus toward employee development and
process re-engineering.
Selling, Administrative and General Expenses increased as the Company incurred
costs to support recent, and projected future, increases in sales and production
volumes.
Consolidated operating income, as a percent of sales, decreased 0.8 percentage
point. Operating income within the Furniture and Cabinets segment was below the
prior year, primarily the result of losses on the Company's steel office
furniture product lines somewhat offset by increased operating income on OEM
cabinets and furniture product lines and reduced operating losses in Europe. The
Company continued to experience losses on its steel office furniture product
lines as this production facility was relocated to a new facility during the
quarter, as previously discussed. Start-up operations have taken longer than
originally anticipated, causing the Company to project operating losses on these
product lines into the second half of the fiscal year, approaching monthly
break-even levels sometime late in the second half, at which time key learning
inefficiencies associated with the new site are expected to be diminished. The
OEM cabinets and furniture product line experienced growth in operating income
through increased sales levels and labor efficiencies. Close scheduling with
customers aided in steady plant utilization.
The Electronic Contract Assemblies segment experienced an increase in its
operating income level from the prior year's depressed level. Sales volume
increases and lower start-up costs on new product line offerings in the current
year's quarter were major improvements over the prior year's operating income
level.
Operating income in the Processed Wood Products and Other segment remained flat
as increased volumes in the processed wood products line were offset by material
price increases from suppliers and inefficiencies associated with smaller
quantity production runs. Material price increases were unable to be immediately
passed along to customers due to existing open orders at pre-established sales
prices. Operating income on sales of plastic components increased as the result
of an increase in sales volume.
Interest income was above the prior year's first quarter level as the Company
maintained larger average balances of fixed income investments and as the
result of higher interest rates on those investments. Other-net decreased in
the current year when compared to the prior year, as the result of several
miscellaneous items, none of which are significant.
The 1995 first quarter effective tax rate decreased 1.1 percentage point from
the first quarter of 1994, excluding the effects of adopting FASB Statement No.
109, Accounting for Income Taxes, in the prior year. Reduction in foreign
operating losses, for which there are no immediate tax benefits, was the primary
cause for the decrease in the effective tax rate. The adoption of FASB Statement
No. 109 lowered the prior year's first quarter Taxes on Income by $1.2 million
and lowered the effective tax rate by 7.5 percentage points.
Net income for the first quarter of fiscal year 1995 was $8,423,000 or 40 cents
per share, down 7% from last year's $9,080,000 or 43 cents per share excluding
the adoption of FASB Statement No. 109. The one time impact of adopting FASB
Statement No. 109 increased the prior year's first quarter net income by
$1,200,000, or 5 cents per Class B share, to $10,280,000.
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<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Cash, Cash Equivalents and Short-Term Investments totaled $86.6 million at
September 30, 1994 as compared to $91.9 million at June 30, 1994 and $91.3
million one year ago. Working capital and the current ratio were a strong
$189.8 million and 2.9 to 1, respectively, at September 30, 1994.
The Company continued to generate positive cash flows from operating activities,
which totaled $7.1 million in the first quarter. The Company used cash flow
generated from operating activities and other available cash to internally fund
$8.0 million of capital investments for the future, including investments in
information technology. The Company used an additional $4.7 million of cash to
fund financing activities, primarily the payment of dividends. Cash flow,
excluding the effect of purchases and maturities of short-term investments,
totaled a negative $5.3 million for the first quarter as compared to a negative
$15.9 million in the previous year.
Due to the Company's strong financial position, it is believed the Company has a
substantial amount of unused short-term and long-term debt capacity that could
be utilized if necessary. The Company anticipates to maintain a strong liquidity
position throughout fiscal year 1995.
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<PAGE>
PART II.
OTHER INFORMATION
Item 6. - Exhibits and Reports on Form 8-K
(a) Exhibits (numbered in accordance with Item 601 of Regulation S-K)
(11) Computation of earnings per share
(27) Financial Data Schedule
(99) Report of Independent Public Accountants - Limited Review of
Interim Financial Information
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the three months
ended September 30, 1994.
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.
KIMBALL INTERNATIONAL, INC.
Douglas A. Habig
DOUGLAS A. HABIG
(President and Chief Executive Officer)
Gary P. Critser
GARY P. CRITSER
(Senior Exec. Vice President, Chief
Accounting Officer and Secretary)
Date: October 26, 1994
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<PAGE>
KIMBALL INTERNATIONAL, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
THREE MONTHS ENDED SEPTEMBER 30, 1994
(UNAUDITED)
<TABLE>
<S> <C> <C>
Net income, three months ended September 30, 1994 . . . . . . . . $8,423,000
Dividends declared:
Class A Common -- $.2075 per share . . . . . . . . . . . . . .$(1,523,000)
Class B Common -- $.21 per share . . . . . . . . . . . . . . . (2,901,000)
(4,424,000)
Undistributed earnings . . . . . . . . . . . . . . . . . . . . . $3,999,000
Undistributed earnings divided
by 21,157,497 average number
of shares outstanding . . . . . . . . . . . . . . . . . . . . . $.1890
Class A Class B
Undistributed earnings per share . . . . . . . . . . . . . . . . $.1890 $.1890
Assumed distribution of earnings . . . . . . . . . . . . . . . . .2075 .2100
Earnings per share . . . . . . . . . . . . . . . . . . . . . . $.3965 $.3990
Rounded . . . . . . . . . . . . . . . . . . . . . . . . . . . . $.40 $.40
</TABLE>
COMPUTATION OF EARNINGS PER SHARE
THREE MONTHS ENDED SEPTEMBER 30, 1993
(UNAUDITED)
<TABLE>
<S>
<C> <C>
Net income, three months ended September 30, 1993 . . . . . . . . $10,280,000
Dividends declared:
Class A Common -- $.2075 per share . . . . . . . . . . . . . .$(1,529,000)
Class B Common -- $.21 per share . . . . . . . . . . . . . . . (2,897,000)
(4,426,000)
Undistributed earnings . . . . . . . . . . . . . . . . . . . . . $ 5,854,000
Undistributed earnings divided
by 21,167,955 average number
of shares outstanding . . . . . . . . . . . . . . . . . . . . . $.2766
Class A Class B
Undistributed earnings per share . . . . . . . . . . . . . . . . $.2766 $.2766
Assumed distribution of earnings . . . . . . . . . . . . . . . . .2075 .2100
Earnings per share . . . . . . . . . . . . . . . . . . . . . . $.4841 $.4866
Rounded . . . . . . . . . . . . . . . . . . . . . . . . . . . . $.48 $.48
Part I-Exhibit(11)
</TABLE>
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To Kimball International, Inc.:
We are aware that Kimball International, Inc. has incorporated by reference in
its Registration Statement No. 33-20125 its Form 10-Q for the quarter ended
September 30, 1994, which includes our report dated October 11, 1994, covering
the unaudited interim financial information contained therein. Pursuant to
Regulation C of the Securities Act of 1933, that report is not considered a part
of the registration statement prepared or certified by our firm or a report
prepared or certified by our firm within the meaning of Sections 7 and 11 of the
Act.
Very truly yours.
Arthur Andersen LLP
ARTHUR ANDERSEN LLP
October 11, 1994
Indianapolis, Indiana.
Part I - Exhibit (15)
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains first quarter summary financial information extracted
from Kimball International, Inc. 1995 first quarter Form 10-Q and is qualified
in its entirety by reference to such Form 10-Q filing.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> QTR-1
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> SEP-30-1994
<CASH> 7,222
<SECURITIES> 79,389
<RECEIVABLES> 102,267
<ALLOWANCES> 3,788
<INVENTORY> 87,033
<CURRENT-ASSETS> 292,031
<PP&E> 380,751
<DEPRECIATION> 208,536
<TOTAL-ASSETS> 476,155
<CURRENT-LIABILITIES> 102,268
<BONDS> 1,095
<COMMON> 6,723
0
0
<OTHER-SE> 348,394
<TOTAL-LIABILITY-AND-EQUITY> 476,155
<SALES> 209,411
<TOTAL-REVENUES> 209,411
<CGS> 150,553
<TOTAL-COSTS> 150,553
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (31)
<INTEREST-EXPENSE> 45
<INCOME-PRETAX> 14,515
<INCOME-TAX> 6,092
<INCOME-CONTINUING> 8,423
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,423
<EPS-PRIMARY> .40
<EPS-DILUTED> .40
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Kimball International, Inc.:
We have reviewed the condensed consolidated statement of financial condition of
Kimball International, Inc. (an Indiana corporation) and subsidiaries as of
September 30, 1994, and the related consolidated statements of income and cash
flows for the three-month period then ended. These financial statements are
the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which
is the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the financial statements referred to above for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated statement of financial condition as of June 30,
1994, and the related consolidated statements of income, cash flows and
shareowners' equity for the year then ended (not presented separately herein),
and in our report dated August 3, 1994, we expressed an unqualified opinion on
those financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated statement of financial condition as of June
30, 1994, is fairly stated, in all material respects, in relation to the
consolidated statement of financial condition from which it has been derived.
Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Indianapolis, Indiana,
October 11, 1994.
Part II - Exhibit (99)
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