TOWN & COUNTRY CORP
10-Q, 1995-09-22
JEWELRY, PRECIOUS METAL
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                     10Q-95-08--5-- AS FILED WITH THE SEC

                                   FORM 10-Q
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[  x   ]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended     August 27, 1995

                                       OR

[      ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

For the transition period from                         to

                        Commission File Number: 0-14394

                           TOWN & COUNTRY CORPORATION
             (Exact name of Registrant as specified in its charter)


          Massachusetts                                   04-2384321
     (State or other jurisdiction                      (I.R.S. Employer
      of incorporation or                               Identification
      organization)                                     Number)

                 25 Union Street, Chelsea, Massachusetts 02150
              (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code (617) 884-8500

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

On September 19, 1995, the Registrant had outstanding 21,118,707 shares of Class
A Common Stock, $.01 par value and 2,664,941 shares of Class B Common Stock,
$.01 par value. The Registrant also had 2,266,349 shares of Convertible
Preferred Stock, $1 par value, outstanding on September 19, 1995. These shares
are immediately convertible into 4,532,698 shares of Class A Common Stock.

<PAGE>



TOWN & COUNTRY CORPORATION                                            Form 10-Q
                                                                         Page 2
PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS

                                                     August 27,           February 26,
                                                        1995                  1995
ASSETS                                              (Unaudited)

CURRENT ASSETS:
<S>                                              <C>                   <C>
  Cash and cash equivalents                      $     4,402,301       $     3,336,921
  Restricted cash                                            545                 1,889
  Accounts receivable--
    Less allowances for doubtful
      accounts of $3,772,000 at
      8/27/95 and $7,780,000 at
      2/26/95                                         52,090,036            57,472,122
  Inventories (Note 3)                                84,688,452            80,349,412
  Prepaid expenses and other
    current assets                                     1,176,386               573,611

        Total current assets                     $   142,357,720       $   141,733,955

PROPERTY, PLANT & EQUIPMENT, at cost             $    83,402,430       $    82,254,863
  Less - Accumulated depreciation                     41,921,276            39,018,645

                                                 $    41,481,154       $    43,236,218

INVESTMENT IN AFFILIATES                         $    15,385,482       $    15,385,482

OTHER ASSETS                                     $     6,447,478       $     6,267,801

                                                 $   205,671,834       $   206,623,456


</TABLE>




















The accompanying notes are an integral part of these consolidated financial
statements.


<PAGE>
TOWN & COUNTRY CORPORATION                                            Form 10-Q
                                                                         Page 3

<TABLE>
<CAPTION>


CONSOLIDATED BALANCE SHEETS (Continued)

                                                   August 27,            February 26,
                                                     1995                  1995
LIABILITIES AND STOCKHOLDERS' EQUITY               (Unaudited)

CURRENT LIABILITIES:
<S>                                              <C>                   <C>
  Notes payable to banks (Note 2)                $    17,057,094       $    11,117,827
  Current portion of long-term debt                      583,507             1,235,477
  Accounts payable                                    16,826,766            17,809,025
  Accrued expenses                                    12,466,523            15,458,912
  Accrued taxes                                          990,055             1,352,523

        Total current liabilities                $    47,923,945       $    46,973,764

LONG-TERM DEBT, less current portion
  (Note 2)                                       $    94,083,126       $    91,437,975

OTHER LONG-TERM LIABILITIES                      $     1,358,016       $     1,494,524

        Total liabilities                        $   143,365,087       $   139,906,263

COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST                                $     4,889,935       $     4,617,018

EXCHANGEABLE PREFERRED STOCK, $1.00
  par value--$14.59 preference value-
    Authorized--200,000 shares
    Issued and outstanding--152,217 shares
      (Note 5)                                   $     2,325,433       $     2,265,522
STOCKHOLDERS' EQUITY (Note 5):
Preferred stock, $1.00 par value-
  Authorized and unissued--800,000 and
    2,266,745 shares, respectively               $       --            $       --
Convertible Preferred Stock, $1.00 par
  value, $6.50 preference value
  Authorized--4,000,000 and
    2,533,255, shares respectively
  Issued and outstanding--2,266,349 and
    2,381,038 shares, respectively                     2,266,349             2,381,038
Class A Common Stock, $ .01 par value-
  Authorized--40,000,000 shares
  Issued and outstanding--21,118,707
    and 20,784,768 shares, respectively                  211,187               207,848
Class B Common Stock, $.01 par value-
  Authorized--8,000,000 shares
  Issued and outstanding--2,664,941 shares                26,649                26,649
Additional paid-in capital                            73,739,837            73,145,286
Retained deficit                                     (21,152,643)          (15,926,168)
        Total stockholders' equity               $    55,091,379       $    59,834,653
                                                 $   205,671,834       $   206,623,456

</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>
TOWN & COUNTRY CORPORATION                                             Form 10-Q
                                                                          Page 4

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

                          For the Three Months Ended        For the Six Months Ended
                         August 27,        August 28,      August 27,        August 28,
                           1995               1994           1995               1994


<S>                    <C>             <C>               <C>             <C>
NET SALES              $    48,194,042 $    54,799,928   $   117,165,025 $   125,368,388

COST OF SALES               33,549,046      40,063,415        80,623,605      86,012,585

  Gross profit         $    14,644,996 $    14,736,513   $    36,541,420 $    39,355,803

SELLING, GENERAL &
  ADMINISTRATIVE
  EXPENSES                  15,448,826      18,527,260        34,549,732      42,875,511


  Income (loss) from
    operations         $      (803,830)$    (3,790,747)  $     1,991,688 $    (3,519,708)

INTEREST EXPENSE,           (3,077,090)     (2,782,404)       (6,048,971)     (5,342,491)
  net

INCOME FROM
  AFFILIATES                   --               30,000           --              383,000

MINORITY INTEREST             (212,352)       (200,634)         (334,651)       (324,014)




</TABLE>





















The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>
TOWN & COUNTRY CORPORATION                                             Form 10-Q
                                                                          Page 5

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)
(Unaudited)

                         For the Three Months Ended         For the Six Months Ended
                         August 27,       August 28,        August 27,        August 28,
                           1995             1994              1995              1994



<S>                    <C>               <C>               <C>               <C>
LOSS BEFORE
  INCOME TAXES         $    (4,093,272)  $    (6,743,785)  $    (4,391,934)  $    (8,803,213)


PROVISION FOR
  INCOME TAXES                  87,740           425,642           303,502           844,177

NET LOSS               $    (4,181,012)  $    (7,169,427)  $    (4,695,436)  $    (9,647,390)

ACCRETION OF DISCOUNT
  AND DIVIDENDS ON
  PREFERRED STOCKS             287,304           479,552           531,039           946,748

LOSS ATTRIBUTABLE
  TO COMMON
  STOCKHOLDERS         $    (4,468,316)  $    (7,648,979)  $    (5,226,475)  $   (10,594,138)

LOSS PER COMMON
  SHARE (Note 4):      $         (0.19)  $         (0.33)  $         (0.22)  $         (0.45)

WEIGHTED AVERAGE
  COMMON SHARES
  OUTSTANDING
  (Note 4):                 23,774,892        23,430,390        23,675,234        23,428,492







</TABLE>















The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>
TOWN & COUNTRY CORPORATION                                             Form 10-Q
                                                                          Page 6


<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

                                                     For the Six Months Ended
                                                   August 27,          August 28,
                                                      1995                1994



CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                              <C>                 <C>
Net loss                                         $    (4,695,436)    $    (9,647,390)
Adjustments to reconcile net loss
  to net cash used in operating activities-
  Depreciation and amortization                        2,355,676           2,378,893
  Loss (gain) on disposal of certain
    assets                                                 1,138               3,815
  Undistributed earnings of affiliates,
    net of minority interest                             334,652             (58,986)
  Interest paid with issuance of debt                  4,200,569           3,703,470
  Change in assets and liabilities--
    Decrease (increase) in accounts
      receivable                                       5,382,086          (3,111,791)
    Decrease (increase) in inventory                  (4,339,040)         (8,474,912)
    Decrease (increase) in prepaid
      expenses and other current assets                 (602,775)           (518,199)
    Decrease (increase) in other assets                 (346,102)          4,494,814
    Increase (decrease) in accounts
      payable                                           (982,259)          8,549,223
    Increase (decrease) in accrued
      expenses                                        (2,992,385)         (7,915,846)
    Increase (decrease) in accrued taxes                (362,468)            201,243
    Increase (decrease) in other
      liabilities                                       (136,508)           (220,925)

        Net cash used in operating
          activities                                  (2,182,852)        (10,616,591)

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                  (1,191,035)         (1,921,818)
Proceeds from sale of certain assets                      10,370               1,473

        Net cash used in investing
          activities                                  (1,180,665)         (1,920,345)





</TABLE>






The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>
TOWN & COUNTRY CORPORATION                                            Form 10-Q
                                                                         Page 7

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)

                                                 For the Six Months Ended
                                              August 27,          August 28,
                                                 1995                1994

CASH FLOWS FROM FINANCING ACTIVITIES:
<S>                                         <C>                 <C>
Payments on revolving credit facilities     $  (117,253,432)    $  (116,477,032)
Proceeds from borrowings under
  revolving credit facilities                   123,192,699         131,902,849
Payments on long-term debt                       (1,462,053)         (4,133,177)
Proceeds from the issuance of common stock           12,073              14,637
Decrease (increase) in restricted cash                1,344            (198,375)
Payment of dividend by Essex                        (61,734)            -

        Net cash provided by
          financing activities              $     4,428,897     $    11,108,902

NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                      $     1,065,380     $    (1,428,034)

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                             3,336,921           3,273,876

CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                             $     4,402,301     $     1,845,842

SUPPLEMENTAL CASH FLOW DATA:
Cash paid during the period for:
  Interest                                  $     2,448,318     $     1,957,961
  Income taxes                                      696,146             603,739


Supplemental Disclosure of Noncash Investing and Financing Activities (Note 6)






</TABLE>














The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>



                         PART I - FINANCIAL INFORMATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                AUGUST 27, 1995


     (1)  Significant Accounting Policies

The unaudited consolidated financial statements presented herein have been
prepared by the Company and contain all adjustments (consisting of only normal
recurring adjustments) necessary to present fairly and on a basis consistent
with the consolidated financial statements for the year ended February 26, 1995,
the Company's financial position as of August 27, 1995, and the results of its
operations for the three- and six-month periods ended August 27, 1995, and
August 28, 1994, and cash flows for the six-month periods ended August 27, 1995
and August 28, 1994.

The significant accounting policies followed by the Company are set forth in
Note (1) of the Company's consolidated financial statements for the year ended
February 26, 1995, which have been included in the Annual Report on Form 10-K,
Commission File Number 0-14394, for the fiscal year ended February 26, 1995. The
Company has made no change in these policies during the six months ended August
27, 1995.

The consolidated financial statements include the accounts of subsidiary
companies more than fifty percent owned.

The results of operations for the six months ended August 27, 1995, are not
necessarily indicative of the results to be expected for the year due to the
seasonal nature of the Company's operations.

     (2)  Loan Arrangements

During the first quarter of fiscal 1996, the Company used its final PIK to make
the semiannual interest payment due May 15, 1995, on the 13% Senior Subordinated
Notes, due May 31, 1998, with approximately $4.2 million of additional notes.
The Company will be required to make the $4.5 million interest payment due
November 15, 1995, in cash.

As of August 27, 1995, approximately $17.1 million was outstanding under the
Company's revolving credit agreement with Foothill Capital Corporation
("Foothill").

As of August 27, 1995, approximately 70,000 ounces of gold valued at
approximately $26.9 million were on consignment under the Company's domestic
gold consignment facilities. As a result of ongoing discussion with its gold
suppliers, the Company has agreed in principle to reduce its domestic gold
facilities by 6,000 troy ounces from 73,000 troy ounces to 67,000 troy ounces.
It is currently anticipated that these reductions will be made in several steps
throughout fiscal 1996 and will be primarily as a result of reduced operational
requirements. In connection with these anticipated reductions, the Company also
expects some modifications to be made to the financial covenants in the gold
consignment agreements with its gold suppliers.

A foreign subsidiary of the Company has an agreement with a gold supplier to
provide secured gold consignment availability of up to approximately 11,000 troy
ounces. There were approximately 5,000 ounces on consignment at August 27, 1995,
valued at approximately $1.9 million.

On April 3, 1995, the Company repaid approximately $181,000 of its obligation
under the New York City Industrial Revenue Development Agency Industrial Revenue
Bonds ("IRB"). On April 3, 1995, the remaining obligation, approximately
$367,000, was purchased by Foothill. As a result of this transaction, the
Company is required to make quarterly payments on the IRB to Foothill over the
next five years in accordance with the repayment schedule that was in effect
prior to the recapitalization on May 14, 1993. Additionally, the interest rate
for the outstanding bonds has been modified to be the same as that on the
Company's revolving line of credit. The debt is secured by the Company's New
York real estate and fixtures attached thereto. At August 27, 1995, the
Company's obligation on these notes was approximately $350,000.

     (3)  Inventories

Inventories consisted of the following at August 27, 1995, and February 26,
1995:


                                  August 27,           February 26,
                                     1995                  1995

Raw Materials                  $    17,621,794       $   16,932,724
Work-in-Process                      8,801,116            8,266,255
Finished Goods                      58,265,542           55,150,433
                               $    84,688,452       $   80,349,412



     (4)  Loss Per Common Share

Loss per common share is computed by adjusting the Company's net loss for the
accretion of discount and dividends on preferred stocks and dividing by the
weighted average number of common shares outstanding during each period.

     (5)  Convertible Preferred Stock

On November 23, 1994, holders of approximately 94% of the Company's Exchangeable
Preferred Stock exchanged their shares for shares of Little Switzerland, Inc.
Common Stock held by the Company on a share-for-share basis. In addition, the
Company issued to each participant one share of new Convertible Preferred Stock
with each share of Little Switzerland, Inc. Common Stock.

Each share of Convertible Preferred Stock is initially convertible, at the
option of the holder, into two shares of Class A Common Stock, subject to
adjustment in certain circumstances. During fiscal 1996, 151,121 shares of
Convertible Preferred Stock have been converted. The Convertible Preferred Stock
has a liquidation value of $6.50 per share and accrues cumulative dividends at
the rate of 6% of the liquidation value per annum. Dividends are payable in cash
or in additional shares of Convertible Preferred Stock as defined by the
agreement. During the quarter ended August 27, 1995, dividends of approximately
$237,000 were paid with the issuance of 36,432 new shares of Convertible
Preferred Stock. At August 27, 1995, cumulative unpaid dividends amounted to
approximately $442,000.

     (6)  Supplemental Disclosure of Noncash Investing and Financing Activity

On May 15, 1995 and 1994, the Company issued approximately $4.2 million and $3.7
million, respectively, in new 13% Senior Subordinated Notes due May 31, 1998, as
payment of the semiannual interest installments. Approximately $2.5 million and
$2.2 million of these amounts were classified as accrued expenses in the
February 26, 1995, and February 27, 1994, Consolidated Balance Sheets,
respectively.


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Results of Operations for the Six Months Ended August 27, 1995 Compared to the
Six Months Ended August 28, 1994

Net sales for the six months ended August 27, 1995, decreased $8.2 million or
6.5% from $125.4 million in fiscal 1995 to $117.2 million in fiscal 1996.
Current year sales of fine jewelry have decreased approximately $7.7 million or
9.3% over the corresponding period in fiscal 1995. The majority of the decrease
in fine jewelry sales year-to-year occurred in the second quarter. While sales
decreased, open orders at the end of the period were significantly ahead of last
year, indicating that customers delayed the timing of placing their seasonal
orders. Also contributing to the decrease in fine jewelry sales has been the
continuing efforts of management to eliminate low margin contributors from the
sales mix.

Gross profit for the six months ended August 27, 1995, decreased approximately
$2.9 million from $39.4 million in fiscal 1995 to $36.5 million in fiscal 1996.
Gross profit margin decreased 0.2% from 31.4% in fiscal 1995 to 31.2% in fiscal
1996. Decreases in gross profit and margin resulting from decreases in sales of
high margin licensed sports products have been substantially offset by
improvements in gross profit and margin on sales of fine jewelry.

Selling, general, and administrative expenses for the current period decreased
approximately $8.3 million or 19.4% from $42.9 million in fiscal 1995 to $34.6
in fiscal 1996. As a percentage of net sales, selling, general, and
administrative expenses were approximately 4.7% less in the current year than
for the six months ended August 28, 1994. Decreases primarily relate to lower
costs associated with the Company's consumer products business of licensed
sports and other specialty products. Management has refocused the Company's
distribution into this market segment by selling to organizations which are in
the business of marketing such products rather than by selling directly to the
retail consumer.

Net interest expense for the six months ended August 27, 1995, increased
approximately $700,000 relative to the corresponding period in fiscal 1995. This
increase is the result of an increase in average borrowings from $100.0 million
in fiscal 1995 to $112.8 million in fiscal 1996. The weighted average interest
rate was approximately 11.27% for the six months ended August 27, 1995 versus
10.95% for the corresponding period in fiscal 1995.

Although the Company had a taxable loss for the six months ended August 27,
1995, a tax provision of approximately $304,000 was recorded. The tax provision
was primarily due to the Company's inability to fully recognize the tax benefits
of operating losses in certain jurisdictions, as well as state and foreign
income taxes.

Liquidity and Working Capital

Cash used in operating activities for the six months ended August 27, 1995, was
approximately $2.2 million, compared with a use of $10.6 million for the
corresponding period of fiscal 1995. Included in fiscal 1995 operating cash
activity were approximately $4.7 million related to proceeds with respect to the
Zale bankruptcy claim. In addition to the $4.9 million decrease in the use of
operating cash that resulted from improvements in operating performance, the
Company's fiscal 1996 operating cash flow has benefited from a decrease in
accounts receivable and a reduction in the buildup of inventory.

Cash used in investing activities for the six months ended August 27, 1995, was
$1.2 million versus $1.9 million for the corresponding period in fiscal 1995.
The improvement is due to lower capital expenditures in the current fiscal year.

Cash provided by financing activities was approximately $4.4 million for the
period ended August 27, 1995, compared with $11.1 million for the period ended
August 28, 1994. Financing cash was primarily used to fund operations during
both periods. Improvements in operating performance during fiscal 1996 have
resulted in lower requirements than during the corresponding period in fiscal
1995.

The Company is required to escrow, for the benefit of the holders of the Senior
Secured Notes, cash payments resulting from share redemptions and dividends
related to its investment in Solomon Brothers, Limited and net proceeds with
respect to the Zale bankruptcy claim. During the current fiscal year, the
Company has redeemed approximately $700,000 of Senior Secured Notes, versus
approximately $3.4 million in fiscal 1995, with proceeds from the Zale
bankruptcy claim.

During the first quarter of fiscal 1996, the Company used its final PIK to make
the semiannual interest payment due May 15, 1995, on the 13% Senior Subordinated
Notes, due May 31, 1998, with approximately $4.2 million of additional notes.
The Company will be required to make the $4.5 million interest payment due
November 15, 1995, in cash.

The Company's net cash position increased from approximately $3.3 million at
February 26, 1995, to approximately $4.4 million at August 27, 1995.

As of August 27, 1995, the Company had approximately 73,000 ounces of gold
available under its existing consignment agreements. As a result of ongoing
discussion with its gold suppliers, the Company has agreed in principle to
reduce its domestic gold facilities by 6,000 troy ounces from 73,000 troy
ounces to 67,000 troy ounces. It is currently anticipated that these reductions
will be made in several steps throughout fiscal 1996 and will be primarily as a
result of reduced operational requirements. In connection with these anticipated
reductions, the Company also expects some modifications to be made to the
financial covenants in the gold consignment agreements with its gold suppliers.
At August 27, 1995, the Company had approximately 70,000 ounces, valued at $26.9
million on consignment under these agreements.

Based on the accounts receivable and inventory balances at August 27, 1995, the
Company had total availability of $28 million under its revolving credit
facility. The outstanding loan balance on this facility at August 27, 1995, was
$17 million.

The Company believes that it can meet its future working capital needs through
cash flow from operations and availability from its secured borrowing facility
and gold consignment facilities.

Item 4.  Submission of Matters to a Vote of Security-Holders

On July 20, 1995, the Company held its Annual Meeting of Stockholders. At this
meeting, three matters were submitted for a vote of the stockholders: (a)
election of three directors (b) approval of 1994 Non-Employee Directors'
Non-Qualified Stock Option Plan and (c) approval of 1995 Stock Option and
Incentive Plan. The following votes were cast on the foregoing matters:

                                FOR             WITHHELD        BROKER NON-VOTE
Election of C. William Carey    42,830,381      343,460         274,025  
Election of Richard E. Floor    42,830,381      343,460         274,025  
Election of Marcia C. Morris    16,202,461      343,460         274,025  

<TABLE>
<CAPTION>

                                   FOR             AGAINST         ABSTENTIONS     BROKER NON-VOTE  

<S>                                <C>             <C>             <C>             <C>        
Approval of 1994 Non-Employee
 Directors' Non-Qualified Stock
 Option Plan                       34,156,894      1,515,145       112,051         7,663,776  
Approval of 1995 Stock Option   
 and Incentive Plan                32,547,765      2,345,554       143,886         7,663,776 

</TABLE>

Directors Charles Hill and William Schawbel continue their terms of office.  



Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

     11        Earnings Per Share Computations
     27        Financial Data Schedule

(b)  Reports on Form 8-K

     There were no Form 8-K filings during the quarter ended August 27, 1995.




<PAGE>





                                   SIGNATURES
                               -----------------


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.


                           TOWN & COUNTRY CORPORATION
                                  (Registrant)


Date:  September 22, 1995      /s/ Francis X. Correra
                              ---------------------------------
                              Francis X. Correra
                              Senior Vice President and
                              Chief Financial Officer


TOWN & COUNTRY CORPORATION                                            EXHIBIT 11
<TABLE>
<CAPTION>

                        Earnings Per Share Computations
                                  (Unaudited)

                              For the Three Months Ended     For the Six Months Ended
                               August 27,     August 28,      August 27,     August 28,
                                  1995           1994            1995           1994

PRIMARY EPS:
<S>                         <C>            <C>             <C>            <C>
Net loss                    $   (4,181,012)$   (7,169,427) $   (4,695,436)$   (9,647,390)
Accretion of discount
  and dividends
  on preferred stocks              287,304        479,552         531,039        946,748
Loss attributable to common
  stockholders              $   (4,468,316)$   (7,648,979) $   (5,226,475)$  (10,594,138)

Weighted average common
  shares outstanding            23,774,892     23,430,390      23,675,234     23,428,492
Weighted shares issued
  from exercise and
  assumed execise of:
   warrants                         --             --              --             --
   options                          --             --              --             --
Shares for EPS
  calculation                   23,774,892     23,430,390      23,675,234     23,428,492



REPORTED EPS:
Net loss                    $        (0.18)$        (0.31) $        (0.20)$        (0.41)
Accretion of discount
  and dividends
  on preferred stocks                (0.01)         (0.02)          (0.02)         (0.04)
Loss per common share       $        (0.19)$        (0.33) $        (0.22)$        (0.45)


FULLY DILUTED EPS:

For the periods presented in this exhibit, there is no dilution from Primary
EPS.





</TABLE>















This exhibit should be reviewed in conjunction with Note 4 of Notes to
Consolidated Financial Statements.


<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                                   1
<CURRENCY>                                     USD
       
<S>                                            <C>
<PERIOD-TYPE>                                  6-MOS
<FISCAL-YEAR-END>                              FEB-25-1996
<PERIOD-END>                                   AUG-27-1995
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