<PAGE>
FORM 10-Q SB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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
----------------------------------------------------------
CARVER CORPORATION
(Exact Name of Registrant as specified in its charter)
WASHINGTON 91-1043157
---------- ----------
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
20121 - 48th Avenue West, Lynnwood, WA 98036
---------------------------------------------
(Address of principal executive offices) (Zip Code)
(206) 775-1202
--------------
(Registrant's telephone number, including area code)
--------------------
(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
---- ----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
---- ----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
At March 31, 1997, 3,769,304 shares of $.01 par value common stock of
the Registrant were outstanding.
Page 1 of 23 pages.
Exhibit Index appears at Page 13.
1
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PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
CARVER CORPORATION
CONSOLIDATED BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
(Unaudited)
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 37,000 $ 65,000
Marketable securities 5,000 5,000
Accounts receivable, trade, net 1,351,000 1,627,000
Inventories 4,060,000 4,176,000
Note receivable and other assets 104,000
Prepaid expenses 723,000 662,000
------------ ------------
Total current assets 6,176,000 6,639,000
Property and equipment,
less accumulated depreciation 2,513,000 2,444,000
Other assets 138,000 141,000
------------ ------------
Total Assets $ 8,827,000 $ 9,224,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Notes payable $ 1,877,000 $ 1,110,000
Accounts payable 416,000 410,000
Accrued liabilities
Commissions and advertising 51,000 127,000
Payroll and related taxes 184,000 264,000
Warranty 125,000 113,000
Other 52,000 42,000
------------ ------------
Total current liabilities 2,705,000 2,066,000
------------ ------------
Shareholders' equity
Preferred shares, par value $.01 per share
2,000,000 shares authorized, 1,411,764 shares
issued and outstanding 14,000 14,000
Common shares, par value $.01 per share
20,000,000 shares authorized, 3,769,304 shares
issued and outstanding 38,000 37,000
Additional paid-in capital 19,111,000 19,006,000
Accumulated deficit (13,041,000) (11,899,000)
------------ ------------
Total shareholders' equity 6,122,000 7,158,000
------------ ------------
Total liabilities and shareholders' equity $ 8,827,000 $ 9,224,000
============ ============
</TABLE>
(See Notes to Consolidated Financial Statements)
2
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CARVER CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1997 1996
---- ----
<S> <C> <C>
Net sales $ 2,101,000 $ 4,348,000
Cost of sales 1,920,000 3,508,000
----------- -----------
Gross profit 181,000 840,000
Operating expense
Selling 604,000 639,000
General & administrative 487,000 424,000
Engineering, research & development 235,000 153,000
----------- -----------
1,326,000 1,216,000
----------- -----------
Loss from operations (1,145,000) (376,000)
Other income (expense)
Interest expense (40,000) (54,000)
Interest income 2,000 26,000
Other 102,000 19,000
----------- -----------
Net loss $(1,081,000) $ (385,000)
=========== ===========
Loss per share $ (.29) $ (0.10)
=========== ===========
</TABLE>
3
<PAGE>
CARVER CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1997 1996
------------ ------------
<S> <C> <C>
Operating Activities:
Net loss $(1,081,000) $ (385,000)
Adjustments to reconcile net loss to
cash flows from operating activities:
Depreciation and amortization 180,000 64,000
Changes in:
Accounts receivable 276,000 (858,000)
Inventories 116,000 686,000
Prepaid expenses (140,000) (95,000)
Accounts payable and accrued liabilities (128,000) (96,000)
Other assets (9,000)
----------- -----------
Net cash used by operating activities (777,000) (693,000)
----------- -----------
Investing Activities:
Acquisition of property, plant and equipment, net (123,000) (35,000)
Proceeds (increase) in note receivable 104,000 (2,000)
----------- -----------
Net cash used by investing activities (19,000) (37,000)
----------- -----------
Financing Activities:
Increase in notes payable 767,000 859,000
Repayment of long-term debt (5,000)
Issuance of common shares 1,000
----------- -----------
Net cash provided by financing activities 768,000 854,000
----------- -----------
Increase (decrease) of cash and cash equivalents (28,000) 124,000
Cash and cash equivalents:
Beginning of period 65,000 261,000
----------- -----------
End of period $ 37,000 $ 385,000
=========== ===========
Supplemental cash flow information:
Interest paid $ 37,300 $ 54,000
Non cash financing:
Dividend on preferred shares $ 60,000
</TABLE>
4
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CARVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
NOTE 1 - SUMMARY OF FINANCIAL STATEMENT PREPARATION
In the opinion of management, the consolidated financial statements include all
adjustments necessary to present fairly the changes in financial position and
results of operations for the interim periods reported. The results of
operations for any interim period are not necessarily indicative of the results
for the entire year.
The financial statements should be read with reference to "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contained herein and the "Notes to Consolidated Financial Statements" set forth
in the Company's 10-K filing for the year ended December 31, 1996.
NOTE 2 - INCOME TAXES - For tax reporting purposes, the Company has
approximately $17,778,000 of net operating losses which may be utilized to
offset future taxable income. These loss carryforwards expire between the years
2004 and 2011. Under FAS109 the Company is required to recognize the future
benefit of its net operating loss carryforwards. Management is of the opinion
that it is not appropriate to record such a benefit at this time. As future
operating results improve, management will re-assess its position in this
matter.
NOTE 3 - COMMITMENTS - As of May 10, 1997, the Company has committed to purchase
approximately $1,803,000 of inventory expected to be received in 1997 from
various offshore vendors.
NOTE 4 - SUBSEQUENT EVENT - On April 16, 1997, the Company sold its headquarters
facility in Lynnwood, Washington for $3,100,000, resulting in a gain of $859,000
to be recognized in the second quarter. The Company is planning to move to a new
leased location in the Seattle area after June 30, 1997.
5
<PAGE>
PART 1. FINANCIAL INFORMATION (Continued)
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Forward-Looking Statements
Statements in this report covering future performance, developments,
expectations or events, including the discussion of the Company's product
development and introduction plans and various statements concerning the
Company's expectations for its growth and for the consumer electronics industry
and generation of additional working capital, constitute forward-looking
statements which are subject to a number of known or unknown risks,
uncertainties and other factors which might cause actual results to differ
materially from stated expectations. These risks and uncertainties include
product development or production difficulties or delays due to supply
constraints, technical problems or other factors; technological changes; the
effect of global, national and regional economic conditions; changes in consumer
preferences; the impact of competitive products and pricing; changes in demand;
increases in component prices or other costs; inventory risks due to shifts in
market demand, product obsolescence or other factors; and a number of other
risks including those risks and uncertainties described under the caption "Risk
Factors" in the Company's Annual Report on Form 10K and those identified by the
Company from time to time in other filings with the Commission, press releases
and other communications. Although the Company believes that all forward-looking
statements are reasonable, there can be no assurance that actual results,
achievements, performance or developments will not differ materially from those
expressed or implied by such forward-looking statements.
RECENT DEVELOPMENTS -
- -------------------
Sale of Company's Manufacturing Facility
On April 16, 1997, the Company sold its headquarters facility in Lynnwood,
Washington for $3,100,000, resulting in a gain of $859,000 to be recognized in
the second quarter. The Company is planning to move to a new leased location in
the Seattle area after June 30, 1997.
6
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RESULTS OF OPERATIONS -
- ---------------------
The following tables set forth items in the consolidated statement of income as
a percentage of net sales for the three-month periods ended March 31, 1997 and
1996:
<TABLE>
<CAPTION>
Percentage of Net Sales
-----------------------
Three Months Ended
March 31,
1997 1996
<S> <C> <C>
Net Sales 100% 100%
Cost of Sales 91.4 80.7
---- ----
Gross Profit 8.6 19.3
Operating Expenses
Selling 28.7 14.7
General and Administrative 23.2 9.8
Engineering, research and development 11.2 3.5
---- ----
Loss from Operations (54.5) (8.7)
Interest Expense (1.9) (1.2)
Interest Income 0.6
Other Income 4.9 0.4
---- ----
Net Loss (51.5)% (8.9)%
==== ====
</TABLE>
Net sales for the quarter ended March 31, 1997 were $2,101,000, a decrease of
51.7% from net sales of $4,348,000 for the same period of 1996. 1997 sales
continued to be affected by vendor delivery delays on three - key products. In
April, the Company began receiving limited quantities of one of these products,
the two-channel preamplifier/tuner, and management expects to receive production
units of the second product, a five disc compact disc changer, in May. The third
product, a multi-channel, AC-3(R) ready, THX(R) certified preamplifier/tuner has
been canceled. In its place a line of Dolby(R) Digital 5.1 electronics is in
development by the Company to be manufactured at its US factory for introduction
in the third quarter of 1997. The first quarter of 1996 included $370,000 of
residual sales of professional products. This product line has been sold and,
therefore, no professional product sales occurred in the first quarter of 1997.
As a result of these delivery delays the Company has been unable to offer a
complete product line resulting in lower sales volumes for related products.
7
<PAGE>
Domestic sales of the Company's consumer products decreased to $1,765,000 or 47%
compared to sales of $3,333,000 in the first quarter of 1996. Of the domestic
sales, approximately $458,000 or 26% were sales made by the Company to Circuit
City, down from sales of $1,800,000 to Circuit City in the first quarter of
1996. Management believes this decline is attributable to initial stocking
orders in the prior year. Sales outside of the United States decreased
approximately 56% from $467,000 to $207,000 in the first quarter of 1997.
Management believes this is attributable to limited availability of
international product versions to sell to its international distributors.
Management plans to introduce 12 new international products in August 1997 at a
major European tradeshow. Approximately 41% of the Company's sales in the first
quarter of 1997 were attributable to products which the Company sources offshore
compared to 50% for the first quarter 1996. However, recent limitations on
product availability have adversely affected relationships with distributors and
dealers which may result in cancellations of existing orders or otherwise
adversely affect future sales.
Gross profit declined as a percent of net sales to 8.6% in the first quarter of
1997 from 19.3% in the first quarter of 1996 due to lower sales volumes as the
Company is currently operating at significantly less than its production
capacity. This factor more than offsets the benefits of a stronger dollar and
shift in mix of sales to somewhat higher margin domestically manufactured
product. Management believes that it may experience improvements in gross profit
as it increases its domestic production. Margins are also expected to improve as
the Company introduces new products in 1997 supplied by offshore vendors located
outside of Japan. However, there can be no assurance that offshore vendors will
deliver sufficient quantities of product, that sales will increase or that
foreign exchange rates, cost increases or other factors will not negatively
impact margins on the Company's sourced product. (See "Liquidity and Capital
Resources".)
Operating expenses increased 9% over the same period in the prior year due
primarily to increased research and development expense associated with new
product introduction activities. In addition, General and Administrative
expenses increased due to costs associated with use of consultants and a new
computer system implementation.
Seasonality. The markets for consumer audio equipment are moderately seasonal,
- -----------
with somewhat higher sales expected to occur in the last six months of the year.
The introduction of new products may affect this seasonality and
quarter-to-quarter comparisons. Demand for audio products also exhibits some
cyclicality, reflecting the general state of the economy and consumer
expectations.
Net losses for the quarter ended March 31, 1997 were $1,081,000 (51.5% of net
sales) or $0.29 per share compared to a loss of $385,000 (8.9% of net sales) or
$0.10 per share in the first quarter of 1996.
LIQUIDITY AND CAPITAL RESOURCES -
- -------------------------------
On May 10, 1997, the Company's immediate sources of working capital consisted of
approximately $800,000 in cash (and cash equivalents) and its line of credit.
The Company has an agreement with a financial institution which provides for
working capital advances up to $6,000,000. A maximum of $1,000,000 of this line
may be used to secure letters of credit. Funds available under this agreement
are restricted, however, to a portion of eligible accounts receivable and
inventories. Advances are collateralized by substantially all assets of the
Company and bear interest at the prime lending rate plus
8
<PAGE>
2%. There was no outstanding balance on the line of credit at May 10, 1997 and
approximately $1,300,000 was available to be borrowed. The agreement expires on
July 31, 1998.
The Company's inventory decreased $116,000 from December 31, 1996 to March 31,
1997 due to lower production of amplifiers manufactured in the US, as the demand
for these units were reduced due to the lack of availability of the associated
preamp/tuner from an offshore supplier. Accounts receivable decreased $276,000
from the end of 1996 due to lower sales.
In the first quarter of 1997, the Company purchased $123,000 of capital
equipment, primarily associated with a new computer system which is expected to
be implemented in the second quarter of 1997.
On April 16, 1997, the Company sold its headquarters facility in Lynnwood,
Washington for $3,100,000, resulting in a gain of $859,000 to be recognized in
the second quarter. Net proceeds of approximately $2,800,000 from this sale were
used to pay down the bank line of credit and to provide working capital. The
Company is planning to move to a new leased location in the Seattle area after
June 30, 1997.
Assuming that sales increase for the remainder of 1997 to 1996 levels, the
Company believes that cash on hand and its line of credit will satisfy the
Company's projected working capital and capital expenditure requirements for at
least the next 12 months. However, the exact amount and timing of the Company's
working capital requirements will be determined by numerous factors, including
the level of and the gross margin on future sales, payment terms negotiated by
the Company, the timing of capital expenditures and the occurrence of
unanticipated expenses. If sales do not increase significantly from the level
generated in the first quarter of 1997, the Company will be required to curtail
operations, sell assets or obtain additional equity or debt financing. There can
be no assurance that such steps would be possible or that the Company would be
able to obtain additional equity or debt financing on terms that the Company
finds acceptable, or at all, if and when needed. Any additional equity or debt
financing may involve substantial dilution to the interest of the Company's
shareholders.
EFFECTS OF INFLATION AND CHANGES IN FOREIGN CURRENCY EXCHANGE RATES
- -------------------------------------------------------------------
All sales of the Company's products are in U.S. dollars. Since 1996, the Company
has purchased the majority of its materials at an agreed per unit price payable
in U.S. Dollars. Accordingly, fluctuations in foreign currency rates had no
material impact on the Company's gross margin in the first quarter of 1997.
9
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
------------------
None.
ITEM 2. Changes in Securities.
----------------------
None.
ITEM 3. Defaults Upon Senior Securities.
--------------------------------
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
None.
10
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ITEM 5. Other Information.
------------------
None.
ITEM 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibit 11
Computation of Earnings per Share
(b) Exhibit 10.48
Commercial and Investment Real Estate Purchase and Sale Agreement
between the Company and Real Property Investors, Inc.
(c) Exhibit 27
Financial Data Schedule
(d) Reports on Form 8-K
None.
11
<PAGE>
SIGNATURES
In accordance the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
CARVER CORPORATION
Dated: May 15, 1997 /s/ Debra L. Griffith
Debra L. Griffith
Vice President Finance and
Administration (Principal Financial
and Chief Accounting Officer)
12
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<TABLE>
<CAPTION>
CARVER CORPORATION
EXHIBIT INDEX
Exhibit Title Page
- -----------------------------------------------------------------------------
<S> <C> <C>
11 Computation of Earnings Per Share 14
10.48 Commercial and Investment Real Estate
Purchase and Sale Agreement between the
Company and Real Property Investors, Inc. 15
27 Financial Data Schedule
</TABLE>
13
<PAGE>
EXHIBIT 11
CARVER CORPORATION AND SUBSIDIARY
COMPUTATION OF EARNINGS PER SHARE
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1997 1996
----------- ----------
<S> <C> <C>
PRIMARY EARNINGS PER SHARE
NET LOSS $(1,081,000) $ (385,000)
----------- ----------
Weighted average number of
shares outstanding 3,754,062 3,686,830
Add shares issuable from the
assumed exercise of options and * *
warrants
------------- ----------
Add shares issuable from the
assumed conversion of * *
preferred shares
------------- ----------
Weighted average number of shares
outstanding, as adjusted 3,754,062 3,686,830
------------- ----------
LOSS PER SHARE $ (0.29) $ (0.10)
============= ==========
</TABLE>
*Excluded as the effect on loss per share is antidilutive
14
<PAGE>
EXHIBIT 10.48
CIBA Form No. PS-1A (C) Copyright 1995
PSMLA Form No. 24 Commercial & Investment Brokers Association
Commercial and Investment ALL RIGHTS RESERVED
Rev 01/95
Page 1 of 7 COMMERCIAL AND INVESTMENT REAL ESTATE
PURCHASE AND SALE AGREEMENT
THIS HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR REVIEW AND
APPROVAL PRIOR TO SIGNING. NO REPRESENTATION IS MADE BY LICENSEE AS TO
ITS LEGAL SUFFICIENCY OR TAX CONSEQUENCES
DATE: JANUARY 27, 1997
The undersigned Buyer, REAL PROPERTY INVESTORS, INC. AND/OR ASSIGNS, agrees to
buy and Seller agrees to sell, on the following terms, the real property and all
improvements thereon (collectively, the "Property") commonly known as 20121 -
48th AVE WEST, THE CARVER BUILDING, in the City of LYNNWOOD, SNOHOMISH County,
Washington, legally described as: SEE SCHEDULE "A" ATTACHED.
(Buyer and Seller authorize the Listing Agent, Selling Licensee, or Closing
Agents to insert and/or correct, over their signatures, the legal description of
the Property.)
1. PURCHASE PRICE. The total purchase price is THREE MILLION TWO HUNDRED
THOUSAND AND NO/100 Dollars ($3,200,000.00), including the earnest money,
payable as follows:
[x] all cash at closing, including the earnest money, with no financing
contingency.
[_] all cash at closing, including the earnest money, contingent on new
financing under Section 4a below.
[_] $ / % of the purchase price in cash at closing, including the earnest
money, with the balance of the purchase price paid as follows (check only
one):
[_] Buyer's assumption of any underlying note and deed of trust, or real
estate contract, under Section 4b below;
[_] Buyer's delivery at closing of a promissory note for the balance of the
purchase price, secured by a deed of trust encumbering the Property, as
described in Section 4c below;
[_] Buyer's delivery at closing of a real estate contract for the balance
of the purchase price as described in Section 4c below.
[_] OTHER: .
2. EARNEST MONEY RECEIPT. Selling Licensee acknowledges receipt from Buyer of
$100,000.00 earnest money, in the form of [_] Cash [_] Personal check [x}
Promissory note due UPON REMOVAL OF CONTINGENCIES [ ] Other , to be held [x}
by Closing Agent [_] in Selling Licensee's pooled trust account (with
interest paid to the Washington Housing Fund). Selling Licensee may, however,
transfer the earnest money to closing Agent.
If the earnest money is to be held by Selling Licensee and is over $5,000, it
shall be deposited to [x} Selling Licensee's pooled trust account [_} A
separate trust account is Selling Licensee's name, with the interest credited
at closing to BUYER whose Social Security (or taxpayer ID) Number is: . If
this sale fails to close, whoever is entitled to the earnest money is
entitled to interest.
Selling Licensee shall not deposit any check until mutual acceptance of this
Agreement. Buyer agrees to pay financing and purchase costs incurred by
Buyer. If all or part of the earnest money is to be returned to Buyer and any
such costs remain unpaid, Selling Licensee may deduct and pay them therefrom.
3. ADDENDUMS. The following addendums are attached hereto: [_] None [x] Addendum
No. 1.
4. FINANCING.
a. APPLICATION FOR NEW FINANCING. If payment of the purchase price is
contingent on Buyer obtaining new financing, then Buyer's obligation to close
is conditioned upon Buyer accepting a written commitment for financing. Buyer
will not reject those terms of a commitment which provide for a loan amount
of at least percent ( %) of the purchase price, interest not to exceed
percent ( %) per annum, a payment schedule calling for monthly payments
amortized over not less than ( ) years, and total placement fees and points
not more than percent ( %) of the loan amount. Buyer shall make immediate
application for said
15
<PAGE>
CIBA Form No. PS-1A (C) Copyright 1995
Commercial and Investment Commercial & Investment Brokers Association
Rev. 1/95 ALL RIGHTS RESERVED
Page 2 of 7
commitment, pay required costs and make a good faith effort to procure such
financing. This Agreement shall terminate and Buyer shall receive a refund of
the earnest money unless Buyer gives Listing Agent written notice that this
condition is satisfied or waived on or before ( ) days (60 days, if not
completed) following mutual acceptance of this Agreement.
b. ASSUMPTION OF EXISTING FINANCING. If payment of the purchase price includes
Buyer's assumption of a note and mortgage or deed of trust, or a real estate
contract, Seller shall promptly deliver to Buyer a copy of the underlying debt
instrument(s) to be assumed, and Buyer shall be deemed to have approved all of
the terms of the debt instrument(s) unless Buyer gives notice of disapproval
within five (5) days after receiving such instrument(s). If any of the debt
instrument(s) requires the consent of a third party to the assumption by Buyer,
then Buyer shall apply for such consent within seven (7) days after receiving
the debt instrument(s); upon Buyer's request, Seller shall assist Buyer by
requesting the third party's consent to the assumption on Buyer's behalf. This
Agreement shall terminate and Buyer shall receive a refund of the earnest money
unless Buyer gives Seller written notice within ( ) days (30 days, if not
completed) of receiving the debt instrument(s) stating that such consent is
available. Buyer shall pay any assumption fees or other out-of-pocket expenses
attributable to the assumption of the underlying indebtedness.
c. SELLER FINANCING. If Seller is conveying the Property by real estate
contract, unless a different form is attached hereto or referenced herein, Buyer
shall execute and submit to Closing Agent the Real Estate Contract, LPB No. 45,
and only those optional clauses in that form required by this Agreement shall
apply. If Seller is financing a portion of the purchase price by promissory note
and deed of trust, unless a different form of note or deed of trust is attached
hereto or referenced herein, Buyer shall execute and submit to the Closing Agent
(i) the Fixed Rate Promissory Note (CIBA Form No. N-1A or PSMLA Form No. 24A)
and only those optional clauses in that form required by this Agreement shall
apply; (ii) a UCC-1 Financing Statement covering the personal property described
in Section 11 below; and (iii) a Short Form Deed of Trust, LPB No. 20, which
shall be revised to contain the following modifications to the Master Form Deed
of Trust incorporated therein:
i) New Subsection 1(d). The following new Subsection 1(d) shall be added:
"(d) All inventory, equipment, goods, supplies and materials now or
hereafter owned by Grantor and located at or on or used in connection with
the property, and all present and future accounts, general intangibles,
chattel paper, documents, instruments, deposit accounts, money, contract
rights, insurance policies, and all proceeds, products, substitutions and
accessions therefor and thereto. This Deed of Trust is intended to
constitute a security agreement under the Uniform Commercial Code of
Washington, and a UCC-2 Fixture Filing."
ii) Section 5. This Section shall be amended to provide that the amount of
the late charge shall be five cents ($.05) per dollar, but if any different
amount is provided in the promissory note, the amount in the promissory note
shall control.
iii) Subsection 25(c). This Subsection shall be amended to read: "(c) the
Grantor encumbers, mortgages, sells, conveys, transfers or alienates, in any
manner, whether voluntarily or involuntarily, without Beneficiary's prior
written consent, which consent Beneficiary may grant or deny in its sole
discretion, (i) all or any portion of its interest in the property,
including any present or future right to legal or equitable title to all or
part of the property, or (ii) in one or more transaction, fifty percent or
more of the stock or partnership interests in, or the right to control, the
Grantor."
(Note to Buyer and Seller: If the Property is currently used primarily for
farming or agricultural purposes, then a nonjudicial foreclosure/forfeiture
remedy is available only to Seller by using a real estate contract not a deed
of trust.)
d. SECTION 1031 LIKE-KIND EXCHANGE. If either Buyer or Seller intends for this
transaction to be a part of a Section 1031 like-kind exchange, then the other
party agrees to cooperate in the completion of the like-kind exchange so long as
the cooperating party incurs no additional liability in doing so, and so long as
any expenses (including attorneys fees and costs) incurred by the cooperating
party that are related only to the exchange are paid or reimbursed to the
cooperating party at or prior to closing.
16
<PAGE>
CIBA Form NO. PS-1A (C) Copyright 1995
Commercial and Investment Commercial & Investment Brokers Association
Rev. 1/95 ALL RIGHTS RESERVED
Page 3 of 7
5. INSPECTION CONTINGENCIES. This Agreement shall terminate and Buyer shall
receive a refund of the earnest money unless Buyer gives written notice to
Seller within Forty Five (45) days (20 days if not filled in) of mutual
acceptance of this Agreement stating that Buyer is reasonably satisfied
with specified results of the following inspections. If such notice is
timely given, the inspection contingencies stated in this Section 5 shall
be deemed to be satisfied.
a. Books, Records, Leases, Agreements. Seller shall make available for
inspection by Buyer or its agents as soon as possible but no later than
ten (10) days after mutual acceptance of this Agreement all documents
available to Seller relating to the ownership and operation of the Property
including without limitation: (i) statements for real estate taxes,
assessments, and utilities, property management agreements, service
contracts, leases of personal property or fixtures, leases of all or a
portion of the Property, and a schedule of tenants, rents, and deposits;
(ii) plans, specifications, permits, drawings, surveys, reports, and
maintenance records; and (iii) accounting records and audit reports. Buyer
shall determine within the contingency period stated in the preceding
introductory paragraph whether it wishes and is able to assume, as of
closing, all of the foregoing leases, contracts, and agreements which have
terms extending beyond closing. Buyer shall be solely responsible for
obtaining any required consents to such assumption. Buyer agrees to
indemnify and defend Seller from any liability (including for attorneys
fees) arising from or relating to performance required after closing under
such leases, contracts, and agreements and leases assumed by Buyer. This
agreement to indemnify and defend Seller shall survive closing.
b. Property Inspection. Seller shall permit Buyer or its agents, at Buyer's
sole expense and risk, to enter the Property, at reasonable times after
legal notice to tenants, to conduct inspections concerning the structural
condition of the improvements, all mechanical, electrical and plumbing
systems, hazardous materials (limited to a Phase I audit only), pest
infestation, soils conditions, sensitive areas, wetlands, or other matters
affecting the feasibility of the Property for Buyer's intended use. Buyer
agrees to indemnify and defend Seller from all liens, costs, expenses,
including attorneys and expert fees, arising form or relating to Buyer's
entry onto and inspection of the Property. This agreement to indemnify and
defend Seller shall survive closing.
6. TITLE INSURANCE.
a. Title Report. Seller authorizes Lender and Listing Agent, Selling
Licensee or Closing Agents, at Seller's expense, to apply for and deliver
to Buyer a [ ]standard [X] extended (standard, if not completed) coverage
owner's policy of title insurance. If an extended coverage owner's policy
is specified, Buyer shall pay the increased costs associated with that
policy including the excess premium over that charged for a standard
coverage policy, and the cost of any survey required by the title insurer.
The title report shall be issued by Chicago Title Insurance Co.
b. Permitted Exceptions. Buyer shall notify Seller of any objectionable
matters in the title commitment or any supplemental report within ten (10)
days after receipt of such commitment or supplement. Buyer may not object
to the following: (a) rights of tenants existing as of closing; (b) real
property taxes due after closing; (c) if consistent with Buyer's intended
use of the Property, easements and reservations including reserved oil,
gas, and/or mineral rights; and (d) governmental building and land use
regulations, codes, and laws. This Agreement shall terminate and Buyer
shall receive a refund of the earnest money, less any costs advanced or
committed for Buyer, unless (a) within ten (10) days of Buyer's notice of
such objections, Seller agrees to remove all objectionable provisions, or
(b) within fifteen (15) days after Buyer's notice of such objections, Buyer
notifies Seller in writing that it waives any objections which Seller does
not agree to remove. The provisions referenced in (a) through (d) above and
those provisions not objected to or for which Buyer waived its objections
shall be referred to collectively as the "Permitted Exceptions." The title
policy shall contain no exceptions other than the General Exclusions and
Exceptions common to such form of policy and the Permitted Exceptions.
7. CLOSING OF SALE. This sale shall be closed on or before April 15, 1997
("closing") by Chicago Title Insurance Co. ("Closing Agent"). Buyer and
Seller will, immediately on demand, deposit with Closing Agent all
instruments and monies required to complete the purchase in accordance with
this Agreement. "Closing" shall be deemed to have occurred when all
documents are recorded and the sale proceeds are available to Seller. If
this sale cannot be closed by the above date, because of circumstances
beyond the control of the party whose
17
<PAGE>
CIBA Form No. PS-1A (C) Copyright 1995
Commercial and Investment Commercial & Investment Broker Association
Rev. 1/95 ALL RIGHTS RESERVED
Page 4 of 7
performance is delayed, closing shall be extended seven days beyond
cessation of such circumstance but in no event more than thirty (30) days
beyond the above date. Time is of the essence in the performance of this
Agreement.
8. CLOSING COSTS. Seller shall pay the excise tax and premium for the owner's
standard title policy. Seller and Buyer shall each pay one-half of the
escrow fees. Real and personal property taxes and assessments payable in
the year of closing; rents on any existing tenancies; interest; mortgage
reserves; utilities; and other operating expenses shall be pro-rated as of
closing. Buyer shall pay all costs of financing including the premium for
the lender's title policy. Security, cleaning, and any other unearned
deposits on tenancies, shall be assigned to Buyer at closing. The real
estate commission is due on closing or upon Seller's default under this
Agreement, whichever occurs first, and neither the amount nor due date
thereof can be changed without Listing Agent's written consent.
9. POST-CLOSING ADJUSTMENTS, COLLECTIONS, AND PAYMENTS. After closing, Buyer
and Seller shall reconcile the actual amount of revenues or liabilities
upon receipt or payment thereof to the extent those items were prorated or
credited at closing based upon estimates. Any bills or invoices received by
Buyer after closing which relate to services rendered or goods delivered to
the Seller or the Property prior to closing shall be paid by Seller upon
presentation of such bill or invoice. At Buyer's option, Buyer may pay
such bill or invoice and be reimbursed the amount paid plus interest at the
rate of 12% per annum beginning fifteen (15) days from the date of Buyer's
written demand to Seller for reimbursement until such reimbursement is
made. Rents collected from each tenant after closing shall be applied first
to rentals due most recently from such tenant for the period after closing,
and the balance shall be applied for the benefit of Seller for delinquent
rentals owed for a period prior to closing. The amounts applied for the
benefit of Seller shall be turned over by Buyer to Seller promptly after
receipt.
10. OPERATIONS PRIOR TO CLOSING. Prior to closing, Seller shall continue to
operate and maintain the Property in the ordinary course of its business
and shall operate the Property in compliance with all applicable laws,
rules, regulations and ordinances. Seller shall not enter into or modify
existing rental agreements or leases (except that Seller may modify or
terminate residential rental agreements or leases in the ordinary course of
its business), service contracts, or other agreements affecting the
Property which have terms extending beyond closing without first obtaining
Buyer's consent, which shall not be unreasonably withheld. Seller shall
maintain the condition of the Property in the condition existing on the
date of mutual acceptance of the Agreement.
11. POSSESSION. Buyer shall be entitled to possession, subject to existing
tenancies [X] on closing [ ] (on closing, if not completed).
12. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller represents and warrants to
Buyer that, to the best of Seller's knowledge, each of the following is
true as of the date hereof and shall be true as of closing: (a) Seller is
authorized to enter into the Agreement, to sell the Property, and to
perform its obligations under the Agreement; (b) All books, records,
leases, agreements and other items delivered to Buyer pursuant to Section 5
above are accurate and complete; (c) The Property and the business
conducted thereon comply with all applicable laws, regulations, codes and
ordinances; (d) Seller has all certificates of occupancy, permits, and
other governmental consents necessary to own and operate the Property for
its current use; (e) There is no pending or threatened litigation which
would adversely affect Buyer's ownership of the Property after closing; (f)
There are no covenants, conditions, restrictions, or contractual
obligations of Seller which will adversely affect Buyer's ownership of the
Property after closing or prevent Seller from performing its obligations
under the Agreement, except as disclosed in the preliminary commitment for
title insurance or as otherwise disclosed to Buyer in writing prior to
closing; (g) There is no pending or threatened condemnation or similar
proceedings affecting the Property, and except as otherwise disclosed in
the preliminary commitment for title insurance as or otherwise disclosed to
Buyer in writing prior to closing, the Property is not within the
boundaries of any planned or authorized local improvement district; (h)
Seller has paid (except to the extent prorated at closing) all local, state
and federal taxes (other than real and personal property taxes and
assessments described in Section 8 above) attributable to the period prior
to closing which, if not paid, could constitute a lien on Property
(including any personal property), or for which Buyer may be held liable
after closing; and (i) Seller warrants that, to the best of Seller's
knowledge, there are no pending or threatened notices of violation of
building, zoning, or land use codes applicable to the property, and that
Seller is not aware of any concealed material defects in the Property
except: NONE. Seller makes no representations or
18
<PAGE>
CIBA Form No. PS-1A (C) Copyright 1995
Commercial and Investment Commercial & Investment Brokers Association
Rev. 1/95 ALL RIGHTS RESERVED
Page 5 of 7
warranties regarding the Property other than those specified in this
Agreement. Buyer otherwise takes the Property "AS IS," and Buyer shall
otherwise rely on its own pre-closing inspections and investigations.
13. HAZARDOUS SUBSTANCES. Seller represents and warrants to Buyer that, to the
best of its knowledge: (i) there are no Hazardous Substances (as defined
below) currently located in, on, or under the Property in a manner or
quantity that presently violates any Environmental Law (as defined below);
EXCEPT AS LISTED BELOW (ii) there are no underground storage tanks located
on the Property; and (iii) there is no pending or threatened investigation
or remedial action by any governmental agency regarding the release of
Hazardous Substances or the violation of Environmental Law at the Property.
As used herein, the term "Hazardous Substances" shall mean any substance or
material now or hereafter defined or regulated as a hazardous substance,
hazardous waste, toxic substance, pollutant, or contaminant under any
federal, state, or local law, regulation, or ordinance governing any
substance that could cause actual or suspected harm to human health or the
environment ("Environmental Law"). The term "Hazardous Substances"
specifically includes, but is not limited to, petroleum, petroleum by-
products, and asbestos. Seller agrees to indemnify, defend and hold Buyer
harmless from and against any and all claims, liabilities, losses,
penalties, remediation costs and expenses (including attorneys' and
consultants' fees and costs) that Buyer may incur or have asserted against
it as a result of the presence of any Hazardous Substance in, on, or under
the Property which violates any Environmental Law at any time prior to
closing. The provisions of this Section 13 shall survive closing or
termination of this Agreement. BUYER ACKNOWLEDGES RECEIPT OF A REPORT ISSUED
BY AT TESTING, REPORT NUMBER 960408, DATED APRIL 17, 1996, INDICATING THE
PRESENCE OF ASBESTOS CONTAINING MATERIAL LOCATED IN THE TILE FLOORING OF THE
BUILDING.
14. PERSONAL PROPERTY. This sale includes the following personal property:[X]
None [ ] That portion of the personal property located on and used in
connection with the Property, which Seller will itemize in an Addendum to be
attached to this Agreement within ten (10) days of mutual acceptance (None,
if not completed). The value assigned to the personal property shall be the
amount agreed upon by the parties and, if they cannot agree, the County-
assessed value if available, and if not available, the fair market value
determined by an appraiser selected by the Listing Agent and Selling
Licensee. Seller warrants title to, but not the condition of, the personal
property and shall convey it by bill of sale. Buyer shall pay any sales or
use tax arising from the transfer of the personal property.
15. CONDEMNATION AND CASUALTY. Buyer may terminate this Agreement and obtain a
refund of the earnest money, less any costs advanced or committed for Buyer,
if improvements on the Property are destroyed or materially damaged by
casualty before closing, or if condemnation proceedings are commenced
against all or a portion of the Property before closing.
16. FIRPTA - TAX WITHHOLDING AT CLOSING. Closing Agent is instructed to prepare
a certification (CIBA or PSMLA Form 22E, or equivalent) that Seller is not a
"foreign person" within the meaning of the Foreign Investment in Real
Property Tax Act. Seller agrees to sign this certification. If Seller is a
foreign person, and this transaction is not otherwise exempt from FIRPTA,
Closing Agent is instructed to withhold and pay the required amount to the
Internal Revenue Service.
17. CONVEYANCE. Title shall be conveyed by a Statutory Warranty Deed subject
only to the Permitted Exceptions. If this Agreement is for conveyance of
Seller's vendee's interest in a Real Estate Contract, the Statutory Warranty
Deed shall include a contract vendee's assignment sufficient to convey after
acquired title. At closing, Seller shall transfer to Buyer by written
assignment all agreements, service contracts, rental agreements, tenant
leases, leases of personal property or fixtures, and any other agreements or
contract rights which Buyer is assuming pursuant to Section 5 or the
Agreement. The written assignment shall provide that Seller shall be
responsible for and shall indemnify Buyer against any defaults occurring by
reason of actions taken by Seller or performance due prior to closing, and
that Buyer shall assume and indemnify Seller against liability arising from
all performance due after closing.
18. SEATTLE REQUIREMENTS. If the Property is in the City of Seattle, (a) Seller
shall deliver to Buyer a Certificate of Land Use and Local Assessments (not
applicable to single family dwellings not represented to be a lawful site
for more than one dwelling unit), and (b) Seller warrants that U.L. approved
smoke detectors are installed. Only in buildings constructed before 1980 may
the smoke detectors be battery powered.
19
<PAGE>
CIBA Form No. PS-1A (C) Copyright 1995
Commercial and Investment Commerical & Investment Brokers Association
Rev. 1/95 ALL RIGHTS RESERVED
Page 6 of 7
19. NOTICES. Unless otherwise specified, any notice required or permitted in,
or related to, this Agreement must be in writing; signed by any one Buyer
or Seller (including either husband or wife); and received by or at the
selling office of Selling Licensee who, for this limited purpose, shall be
the Agent of both parties. Any time limit in or applicable to a notice
shall commence on the day following receipt of the notice by the Selling
Licensee, unless that is a Saturday, Sunday or holiday, in which event it
will commence on the next following business day. SELLER AND BUYER MUST
KEEP SELLING LICENSEE ADVISED OF THEIR WHEREABOUTS TO RECEIVE PROMPT
NOTIFICATION OF RECEIPT OF NOTICE. SELLING LICENSEE HAS NO RESPONSIBILITY
TO ADVISE OF RECEIPT OF A NOTICE BEYOND EITHER PHONING THE PARTY OR CAUSING
A COPY OF THE NOTICE TO BE DELIVERED TO THE PARTY'S ADDRESS ON THIS
AGREEMENT.
20. AGENCY DISCLOSURE. At the signing of this Agreement, Selling Licensee,
Colliers Macaulay Nicolls International, represented both Buyer and Seller,
Each party signing this Agreement confirms that prior oral and/or written
disclosure of agency or non-agency was provided to him/her in this
transaction.
21. ASSIGNMENT. Buyer [X] may [ ] may not (may not, if not completed) assign
this Agreement, or Buyer's rights hereunder, without Seller's prior written
consent, unless provided otherwise herein.
22. DEFAULT AND ATTORNEY'S FEE. In the event Buyer fails, without legal excuse
to complete the purchase of the Property, then (check one):
[ ] that portion of the earnest money which does not exceed five percent
(5%) of the purchase price shall be forfeited to Seller (subject to
Seller's obligation to pay certain costs and a commission under Section 21
below) as the sole and exclusive remedy available to Seller for such
failure; or
[X] Seller may, at its option, (a) keep as liquidated damages all or a
portion of the earnest money (subject to Seller's obligation to pay certain
costs and a commission under Section 25 below) as the sole and exclusive
remedy available to Seller for such failure, (b) bring suit against Buyer
for Seller's actual damages, (c) bring suit to specifically enforce this
Agreement and recover any incident damages, or (d) pursue any other rights
or remedies available at law or equity.
If Buyer, Seller, Listing Agent or Selling Licensee institutes suit
concerning this Agreement, the prevailing party is entitled to court costs
and a reasonable attorney's fee. In the event of trial, the amount of the
attorney's fee shall be fixed by the court. The venue of any suit shall be
the county in which the Property is located, and this Agreement shall be
governed by the laws of the state where the Property is located.
23. MISCELLANEOUS PROVISIONS.
a. Complete Agreement. The Agreement and any addenda and exhibits to it
state the entire understanding of Buyer and Seller regarding the sale of
the Property. There are no verbal agreements which modify or affect the
Agreement.
b. No Merger. The terms of the Agreement shall not merge in the deed or
other conveyance instrument transferring the Property to Buyer at closing.
The terms of this Agreement shall survive closing.
c. Counterpart Signatures. The Agreement may be signed in counterpart, each
signed counterpart shall be deemed an original, and all counterparts
together shall constitute one and the same agreement.
24. ACCEPTANCE; COUNTEROFFERS. Seller has until midnight of to accept this
offer (if not filled in, the third business day following the last Buyer
signature date below). Acceptance is not effective until a signed copy
hereof is actually received by or at the office of Selling Licensee. If
this offer is not so accepted, it shall lapse and Selling Licensee shall
refund the earnest money to Buyer. If either party makes a future
counteroffer, the other party shall have until 5:00 p.m. on the day (if
not filled in, the second day) following its receipt by or at the office of
Selling Licensee to accept the counteroffer, unless sooner withdrawn.
Acceptance is not effective until a
20
<PAGE>
CIBA Form No. PS-1A (C) Copyright 1995
Commercial and Investment Commercial & Investment Brokers Association
Rev. 1/95 ALL RIGHTS RESERVED
Page 7 of 7
signed copy thereof is received by or at the office of Selling Licensee. If
the counteroffer is not accepted or countered, this Agreement shall lapse
and the earnest money shall be refunded to the Buyer.
25. SELLER'S ACCEPTANCE AND BROKERAGE AGREEMENT. Seller agrees to sell the
Property on the terms and conditions herein, and further agrees to pay a
commission in an amount computed in accordance with the listing agreement.
If there is no written listing agreement, Seller agrees to pay a commission
of Four Percent (4%) of the sales price or Dollars ($ ). The
commission shall be apportioned between Listing Agent and Selling
Licensee as specified in the listing agreement or any co-brokerage
agreement. Seller assigns to Listing Agent and Selling Licensee a portion
of the sales proceeds equal to the commission. If the earnest money is
retained as liquidated damages, any costs advanced or committed by
Listing Agent or Selling Licensee for Buyer or Seller shall be reimbursed
or paid therefrom, and the balance shall be paid one-half to Seller and
one-half to Listing Agent and Selling Licensee according to the listing
agreement and any co-brokerage agreement. Seller acknowledges receipt of
a copy of this Agreement, signed by both parties.
26. LISTING AGENT AND SELLING LICENSEE DISCLOSURE. EXCEPT AS OTHERWISE
DISCLOSED IN WRITING TO BUYER OR SELLER, NEITHER SELLING LICENSEE NOR
LISTING AGENT HAS MADE ANY REPRESENTATIONS OR WARRANTIES CONCERNING THE
LEGAL EFFECT OF THIS AGREEMENT, BUYER'S OR SELLER'S FINANCIAL STRENGTH, OR
THE PROPERTY, INCLUDING WITHOUT LIMITATION, THE PROPERTY'S ZONING,
COMPLIANCE WITH APPLICABLE LAWS (INCLUDING LAWS REGARDING ACCESSIBILITY FOR
DISABLED PERSONS), OR HAZARDOUS MATERIALS. SELLER AND BUYER ARE EACH
ADVISED TO SEEK INDEPENDENT LEGAL AND TAX ADVICE ON THESE AND OTHER MATTERS
RELATED TO THIS AGREEMENT. IF THE SAME BROKER REPRESENTED BOTH BUYER AND
SELLER IN THIS TRANSACTION, BUYER AND SELLER HEREBY CONFIRM THAT THEY WERE
TIMELY ADVISED OF THE DUAL REPRESENTATION, THAT THEY CONSENTED AND HEREBY
CONSENT TO THE SAME, AND THAT THEY DO NOT EXPECT THE BROKER TO DISCLOSE TO
EITHER OF THEM ANY CONFIDENTIAL INFORMATION OBTAINED FROM THE OTHER PARTY.
Buyer /s/ Date ,19 Home Ph.
-------------------------- ----------------- --
Buyer Date ,19 Office Ph.
-------------------------- ----------------- --
Buyer's Address Fax No.
Selling Licensee (Company) Colliers Macaulay Nicolis Fax No. Office Ph. Home Ph.
By /s/ Print Name
--------------------------
Seller /s/ Date , 19 Home Ph.
-------------------------- ----------------- --
Seller Date , 19 Office Ph.
------------------------- ----------------- --
Print Seller's Names Carver Corporation
Seller's Address 20121 48th Ave. W. Lynnwood, WA 98045
Listing Office Fax No. Office Ph. Home Ph.
27. BUYER'S RECEIPT. Buyer acknowledges receipt of a Seller signed copy of this
Agreement, on , 19
-------------- --.
BUYER BUYER
-------------------------------- -------------------------------
21
<PAGE>
[LETTERHEAD OF COLLIERS INTERNATIONAL]
SCHEDULE A
- --------------------------------------------------------------------------------
LEGAL DESCRIPTION EXHIBIT
LOT 8, BLOCK 6, ALDERWOOD MANOR, ACCORDING TO THE FLAT THEREOF, RECORDED IN
VOLUME 9 OF FLATS, PAGE 71, RECORDS OF SNOHOMISH COUNTY, WASHINGTON;
EXCEPT THE EAST 30 FEET FOR ROAD CONVEYED BY DEED UNDER AUDITOR'S FILE NO.
2308132.
SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON.
22
- --------------------------------------------------------------------------------
<PAGE>
[LETTERHEAD OF COLLIERS INTERNATIONAL]
Colliers Form PSA3
Rev. 2/95
Page 1
COLLIERS MACAULAY NICOLLS INTERNATIONAL
--------------------
ADDENDUM NO.1
ADDENDUM NO. 1 to Real Estate Purchase and Sale Agreement dated January 27,
1997, by and between Real Property Investors, Inc., as Buyer, and Carver
Corporation, as Seller.
1. At closing Buyer and Seller agree to enter into a short term lease
agreement, form attached hereto, wherein the Seller, Carver Corporation,
agrees to lease the entire premises from the date of closing until June 30,
1997, at a rental rate of Thirty Five Thousand and no/100 Dollars
($35,000.00) per month, triple net.
2. Real Property Investors, Inc., is a licensed real estate broker in the
State of Washington and is not participating in the real estate commission
on this transaction.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 37,000
<SECURITIES> 5,000
<RECEIVABLES> 1,351,000
<ALLOWANCES> 243,000
<INVENTORY> 4,060,000
<CURRENT-ASSETS> 6,176,000
<PP&E> 5,313,000
<DEPRECIATION> 2,800,000
<TOTAL-ASSETS> 8,827,000
<CURRENT-LIABILITIES> 2,705,000
<BONDS> 0
0
14,000
<COMMON> 38,000
<OTHER-SE> 6,070,000
<TOTAL-LIABILITY-AND-EQUITY> 8,827,000
<SALES> 2,101,000
<TOTAL-REVENUES> 2,101,000
<CGS> 1,920,000
<TOTAL-COSTS> 1,920,000
<OTHER-EXPENSES> 1,196,000
<LOSS-PROVISION> 26,000
<INTEREST-EXPENSE> 40,000
<INCOME-PRETAX> (1,081,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,081,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,081,000)
<EPS-PRIMARY> (.29)
<EPS-DILUTED> (.29)
</TABLE>
