FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[ Mark one ]
[ X ] Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For quarter ended March 31, 1994
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 1-9334
BALDWIN TECHNOLOGY COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3258160
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
65 Rowayton Avenue, Rowayton, Connecticut 06853
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 203-838-7470
(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
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days:
YES X . NO .
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Class Outstanding at April 30, 1994
Class A Common Stock
$0.01 par value 15,989,650
Class B Common Stock
$0.01 par value 1,865,000
Total number of pages in this document 12
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BALDWIN TECHNOLOGY COMPANY, INC.
INDEX
Page
Part I Financial Information
Consolidated Balance Sheet -
March 31, 1994 and June 30, 1993 1
Consolidated Statement of Income -
Three months and nine months ended
March 31, 1994 and 1993 2
Consolidated Statement of Changes in
Shareholders' Equity - Nine months
ended March 31, 1994 3
Consolidated Statement of Cash Flows -
Nine months ended March 31, 1994 and 1993 4
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7
Part II Other Information
Item 6 Exhibits and Reports on Form 8-K 11
Signatures 12
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
BALDWIN TECHNOLOGY COMPANY, INC.
CONSOLIDATED BALANCE SHEET
(in thousands, except share data)
(Unaudited)
March 31, June 30,
1994 1993
ASSETS
CURRENT ASSETS:
Cash $ 10,768 $ 12,859
Short-term interest-bearing securities 2,987 6,817
Accounts receivable trade, net of allowance for
doubtful accounts of $2,654 ($1,831 at June 30, 1993) 30,890 34,455
Notes receivable trade 13,076 12,799
Inventories 34,715 33,907
Prepaid expenses and other 7,354 4,383
Total current assets 99,790 105,220
MARKETABLE SECURITIES, at cost:
(Market $1,080; $932 at June 30, 1993) 880 849
PROPERTY, PLANT AND EQUIPMENT, at cost:
Land and buildings 2,237 2,119
Machinery and equipment 8,460 8,334
Furniture and fixtures 4,960 4,818
Leasehold improvement 1,589 1,574
Capital leases 7,025 7,001
24,271 23,846
Less: Accumulated depreciation and amortization 16,423 14,782
Net property, plant and equipment 7,848 9,064
PATENTS, TRADEMARKS AND ENGINEERING DRAWINGS at cost,
less accumulated amortization of $2,443 ($1,975 at
June 30, 1993) 6,130 5,924
GOODWILL, less accumulated amortization of $7,051
($5,786 at June 30, 1993) 60,203 61,831
OTHER ASSETS 7,644 5,591
TOTAL ASSETS $182,495 $188,479
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Loans payable $ 5,925 $ 9,069
Current portion of long-term debt 149 7,188
Accounts payable, trade 10,363 12,655
Notes payable, trade 11,127 13,489
Accrued salaries, commissions, bonus and profit-sharing 6,710 7,538
Customer deposits 4,528 3,447
Accrued and withheld taxes 1,647 1,859
Income taxes payable 2,999 2,676
Other accounts payable and accrued liabilities 12,463 12,885
Total current liabilities 55,911 70,806
LONG-TERM LIABILITIES:
Long-term debt 34,133 25,998
Other long-term liabilities 8,888 8,811
Total long-term liabilities 43,021 34,809
Total liabilities 98,932 105,615
SHAREHOLDERS' EQUITY:
Class A Common Stock, $.01 par, 45,000,000 shares
authorized, 16,010,706 shares issued
(16,000,707 at June 30, 1993) 160 160
Class B Common Stock, $.01 par, 4,500,000 shares
authorized, 2,000,000 shares issued 20 20
Capital contributed in excess of par value 54,837 54,795
Retained earnings 33,571 31,848
Cumulative translation adjustment (4,011) (3,792)
Less: Treasury stock, at cost:
Class A - 21,056 shares
Class B - 135,000 shares (6,000 at June 30, 1993) (1,014) (167)
Total shareholders' equity 83,563 82,864
COMMITMENTS ------ ------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $182,495 $188,479
The accompanying notes to consolidated financial statements
are an integral part of these statements.
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BALDWIN TECHNOLOGY COMPANY, INC.
CONSOLIDATED STATEMENT OF INCOME
(in thousands of dollars, except per share data)
(Unaudited)
For the three months For the nine months
ended March 31, ended March 31,
1994 1993 1994 1993
Net sales $49,403 $49,101 $141,261 $153,477
Cost of goods sold 33,158 32,303 92,642 99,571
Gross Profit 16,245 16,798 48,619 53,906
Operating expenses:
General and administrative 5,885 5,385 16,542 17,170
Selling 4,341 4,342 13,504 12,711
Engineering 2,238 2,545 7,171 7,691
Research and development 1,434 1,608 4,273 4,992
Technical service 468 841 1,795 2,702
14,366 14,721 43,285 45,266
Operating income 1,879 2,077 5,334 8,640
Other (income) expense
Interest expense 853 1,227 2,834 4,507
Interest (income) (84) (64) (232) (229)
Other (income) expense, net (439) (261) (934) (544)
330 902 1,668 3,734
Income before taxes and
cumulative effect of change
in accounting 1,549 1,175 3,666 4,906
Provision for income taxes 821 990 1,943 3,042
Income before cumulative
effect of change in accounting 728 185 1,723 1,864
Cumulative effect of change
in accounting for income
taxes 1,229
Net income $ 728 $ 185 $ 1,723 $ 3,093
Income per share from:
Income before cumulative
effect of change in
accounting $ 0.04 $ 0.01 $ 0.10 $ 0.11
Cumulative effect of change
in accounting for income
taxes 0.07
Net income per common and
common equivalent share $ 0.04 $ 0.01 $ 0.10 $ 0.18
Dividends declared
Per share - Class A
Per share - Class B
Weighted average number of
shares outstanding 18,053 17,957 18,029 17,477
The accompanying notes to consolidated financial statements
are an integral part of these statements.
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<TABLE>
BALDWIN TECHNOLOGY COMPANY INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(in thousands, except share data)
(Unaudited)
<CAPTION>
Capital
Class A Class B Contributed Cumulative
Common Stock Common Stock in Excess Retained Translation Treasury Stock
Shares Amount Shares Amount of Par Earnings Adjustment Shares Amount
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at June 30, 1993 16,000,707 $160 2,000,000 $20 $54,795 $31,848 $(3,792) (27,056) $ (167)
Net income for the nine months 1,723
Acquisition of treasury stock (129,000) (847)
Stock options exercised 9,999 42
Translation adjustment (231)
Transaction gain on hedge of
net investment in foreign
subsidiaries 12
Balance at March 31, 1994 16,010,706 $160 2,000,000 $20 $54,837 $33,571 $(4,011) (156,056) $(1,014)
</TABLE>
[FN]
The accompanying notes to consolidated financial statements
are an integral part of these statements.
BALDWIN TECHNOLOGY COMPANY, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(in thousands)
(Unaudited)
For the nine months
ended March 31,
1994 1993
Cash Flows from operating activities:
Income from operations $ 1,723 $ 1,864
Adjustments to reconcile net income to net cash
provided by operating activities -
Depreciation and amortization 3,574 3,768
Accrued retirement pay 368 471
Provision for losses on accounts receivable 978 (91)
Changes in assets and liabilities net of
effects from subsidiary purchase -
Accounts and notes receivable, net 3,172 2,002
Inventories (679) (1,052)
Prepaid expenses and other (2,928) (1,720)
Customer deposits 1,075 3,498
Accrued compensation (882) (322)
Accounts and notes payable, trade (5,080) (680)
Income taxes payable 288 (5,696)
Accrued and withheld taxes (206) (493)
Other accounts payable and accrued liabilities (1,232) 343
Interest payable 894 (36)
Net cash provided by operating activities 1,065 1,856
Cash flows from investing activities:
Additions of property, net (767) (636)
Additions of patents, trademarks and drawings, net (693) (778)
Other assets (1,887) 96
Net cash (used) by investing activities (3,347) (1,318)
Cash flows from financing activities:
Long-term borrowings 34,718 242
Short-term borrowings 12,105 6,612
Long-term debt repayment (33,788) (7,433)
Short-term debt repayment (15,301) (2,471)
Principal payments under capital lease
obligations (594) (926)
Other long-term liabilities (18) 253
Treasury stock purchased (847)
Sale of treasury stock 3,200
Stock options exercised 42 104
Net cash (used) by financing activities (3,683) (419)
Effects of exchange rate changes 44 (342)
Net (decrease) in cash and cash equivalents (5,921) (223)
Cash and cash equivalents at beginning of year 19,676 10,747
Cash and cash equivalents at end of period $13,755 $10,524
The accompanying notes to consolidated financial statements
are an integral part of these statements.
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BALDWIN TECHNOLOGY COMPANY, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Supplemental disclosures of cash flow information:
For the nine months
ended March 31,
1994 1993
(in thousands)
Cash paid during the period for:
Interest $ 3,664 $ 4,543
Income taxes $ 1,620 $ 8,728
Supplemental schedule of non-cash investing and financing activities:
For the nine months ended March 31, 1994:
There were no significant non-cash transactions for the nine months
ended March 31, 1994.
For the nine months ended March 31, 1993:
The Company adopted FAS 109, "Accounting for Income Taxes", effective
July 1, 1992. The cumulative effect on prior years was recorded as a
separate component of net income and deferred tax assets were
established in a non-cash transaction of $1,229,000.
Disclosure of accounting policy:
For purposes of the statement of cash flows, the Company considers all
highly liquid instruments with original maturities of three months or
less to be cash equivalents.
The accompanying notes to consolidated financial statements
are an integral part of these statements.
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BALDWIN TECHNOLOGY COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - General:
Baldwin Technology Company, Inc. (Baldwin, or the Company) is
engaged primarily in the development, manufacture and sale of material
handling, accessory, control and pre-press equipment for the printing
industry.
The consolidated financial statements include the accounts of
Baldwin and its subsidiaries and reflect all adjustments (consisting
of only normal recurring adjustments) which are, in the opinion of
management, necessary to present a fair statement of the results for
the interim periods. Operating results for the three month and nine
month periods ended March 31, 1994 are not necessarily indicative of
the results that may be expected for the year ending June 30, 1994.
All significant intercompany transactions have been eliminated in
consolidation. Net income per share is based on the weighted average
number of common shares and common equivalent shares outstanding
during the period. For the three and nine month periods ended March
31, 1994 and 1993, net income was divided by the total of the weighted
average number of common shares and common equivalent shares
outstanding, in order to calculate net income per share. Common
equivalent shares for the three month periods ended March 31, 1994 and
1993 consisted of 131,258 and 65,521 shares, respectively, for stock
options. The total of the weighted average number of common shares
and common equivalent shares outstanding for the three month periods
ended March 31, 1994 and 1993 were 18,053,212 and 17,956,754,
respectively. Common equivalent shares for the nine month periods
ended March 31, 1994 and 1993 consisted of 72,274 and 26,100 shares,
respectively, for stock options. For the nine month periods ended
March 31, 1994 and 1993 the total of the weighted average number of
common shares and common equivalent shares were 18,029,333 and
17,476,831, respectively. Common equivalent shares calculated for
fully diluted earnings per share were not materially different from
those calculated for primary earnings per share.
Note 2 - Inventories:
Inventories consist of the following:
March 31, June 30,
1994 1993
Raw material $14,705,000 $ 13,665,000
In process 9,905,000 10,966,000
Finished goods 10,105,000 9,276,000
$34,715,000 $33,907,000
Inventories increased $129,000 due to the translation effects of
exchange fluctuations from June 30, 1993 to March 31, 1994.
Note 3 - Reclassification of Amortization Expense for Intangible
Assets:
The Company has previously classified amortization expense for
intangible assets as an item of Other Income and Expense in prior
financial statement presentations. During the current period,
management decided it is more appropriate to classify amortization
expense as a component of Operating Expenses. Accordingly,
amortization expense for the three and nine month periods ended
March 31, 1993, of $579,000 and $1,836,000, respectively, is included
in General and Administrative Expense. For the three and nine month
periods ended March 31, 1994, expenses for the amortization of
intangible assets were $597,000 and $1,697,000, respectively.
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BALDWIN TECHNOLOGY COMPANY, INC.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors which have affected the Company's financial
position and consolidated financial statements.
Nine Months Ended March 31, 1994 vs. Nine Months
Ended March 31, 1993.
Net sales for the nine months ended March 31, 1994 decreased by
$12,216,000 or 8% to $141,261,000 from $153,477,000 for the nine
months ended March 31, 1993. Currency rate fluctuations attributable
to the Company's overseas operations decreased net sales for the
current period by $2,052,000. Product volume was the primary reason
for the decline. In terms of local currency, sales changes were mixed
within the European Sector. Sales were down 26.4% in Germany, were up
6.5% in the United Kingdom and were up 32.7% in Sweden. Local
currency Asian Sector sales were down 20.7% in Japan but were up in
Australia, Hong Kong and China. In the Americas Sector, net sales
increased 12.1%.
Gross profit for the nine month period ended March 31, 1994 was
$48,619,000 (34.4% of net sales) as compared to $53,906,000 (35.1% of
net sales) for the nine month period ended March 31, 1993, a decrease
of $5,287,000 or 9.8%. Margins decreased by $857,000 due to currency
rate fluctuations and by $4,288,000 on volume declines.
Selling, general and administrative expenses were $30,046,000
(21.3% of net sales) for the nine month period ended March 31, 1994 as
compared to $29,881,000 (19.5% of net sales) for the same period of
the prior year, an increase of $165,000 or .6% in these expenses.
Currency rate fluctuations reduced these expenses by $578,000 in the
current period. Increased marketing expenses, related to trade shows
and new product introductions, as well as increases in bad debt
expense were primarily responsible for the increase. Expenses for the
nine month period ended March 31, 1993 include the reclassification of
$1,836,000 of amortization expense previously recorded in other
(income) and expense in prior financial statements. Other operating
expenses decreased $2,146,000 or 13.9% over the same period of the
prior year. Currency rate fluctuations decreased these other
operating expenses by $337,000 for the current period. Reduced
technical service costs and the continued implementation of cost
controls were primarily responsible for the lower expense levels.
Interest expense for the nine month period ended March 31, 1994
was $2,834,000 as compared to $4,507,000 for the nine month period
ended March 31, 1993. Currency rate fluctuations decreased interest
expense for the current period by $575,000. Decreased interest
expense was primarily related to lower levels of indebtedness as well
as lower interest rates. Interest income was $232,000 and $229,000
for the nine month periods ended March 31, 1994 and March 31, 1993,
respectively. Other (income) and expense includes foreign currency
transaction gains of $389,000 and $53,000 for the nine month periods
ended March 31, 1994 and 1993, respectively. The effects of currency
rate fluctuations decreased other expense by $131,000 for the current
period.
The Company's effective tax rate on income before taxes and
cumulative effect of change in accounting was 53% for the nine month
period ended March 31, 1994, as compared to 62% for the nine month
period ended March 31, 1993. The difference in effective rates
results primarily from increased domestic income which is taxed at
substantially lower rates than the Company's foreign source income.
Currency rate fluctuations increased the provision for income taxes by
$405,000 for the current period.
Income before cumulative effect of change in accounting for the
nine month period ended March 31, 1994 decreased $141,000 or 7.6% to
$1,723,000 from $1,864,000 for the nine month period ended March 31,
1993, or to $0.10 from $0.11 per share, respectively. Currency rate
fluctuations increased net income by $360,000 for the current period.
Weighted average equivalent shares outstanding during the nine month
periods ended March 31, 1994 and March 31, 1993 were 18,029,333 and
17,476,831, respectively.
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Three Months Ended March 31, 1994 vs. Three Months
Ended March 31, 1993.
Net sales for the three months ended March 31, 1994 increased by
$302,000 or 0.6% to $49,403,000 from $49,101,000 for the three months
ended March 31, 1993. Currency rate fluctuations attributable to the
Company's overseas operations increased net sales for the current
period by $1,394,000 with product volume changes accounting for the
remainder of the change. In terms of local currency, sales changes
were mixed within the European Sector. Sales were down 27.2% in
Germany, were up 19.4% in United Kingdom and were up 35.1% in Sweden.
Local currency Asian Sector sales were down by 7.2% in Japan and were
up in the remainder of the sector. In the Americas Sector, net sales
increased 8.6% for the period.
Gross profit for the three month period ended March 31, 1994 was
$16,245,000 (32.9% of net sales) as compared to $16,798,000 (34.2% of
net sales) for the three month period ended March 31, 1993, a decrease
of $553,000 or 3.3%. Currency rate fluctuations increased margins by
$333,000. Product mix and pricing pressures reduced margins by
$1,056,000 which was partially offset by $170,000 due to increased
sales volume.
Selling, general and administrative expenses were $10,226,000
(20.7% of net sales) for the three month period ended March 31, 1994
as compared to $9,727,000 (19.8% of net sales) for the same period of
the prior year, an increase of $499,000 or 5.1% in these expenses.
Currency rate fluctuations increased these expenses in the current
period by $184,000. The remainder of the increase was primarily
related to bad debt expenses. Expenses for the three month period
ended March 31, 1993 include the reclassification of $579,000 of
amortization expense previously recorded in other (income) and expense
in prior financial statements. Other operating expenses decreased
$854,000 or 17.1% over the same period of the prior year. Currency
rate fluctuations decreased these expenses for the current period by
$6,000. The continuation of cost containment and expense reduction
programs were the primary reason for the reduction in these expenses.
Interest expense for the three month period ended March 31, 1994
was $853,000 as compared to $1,227,000 for the three month period
ended March 31, 1993. Decreased interest expense was primarily
related to lower levels of indebtedness as well as lower interest
rates. Currency rate fluctuations decreased interest expense for the
current period by $86,000. Interest income was $84,000 and $64,000
for the three month periods ended March 31, 1994 and March 31, 1993,
respectively. Other (income) and expense includes foreign currency
transaction gains (losses) of $35,000 and $(244,000) for the three
month periods ended March 31, 1994 and 1993, respectively. Currency
rate fluctuations increased other expense for the period by $128,000.
The Company's effective tax rate on income before taxes and
cumulative effect of change in accounting was 53% for the three month
period ended March 31, 1994, as compared to 84.3% for the three month
period ended March 31, 1993. The difference in effective rates
results primarily from increased domestic source income. Currency
rate fluctuations increased the provision for income taxes by $59,000
for the current period.
Income before cumulative effect of change in accounting for the
three month period ended March 31, 1994 increased $543,000 to $728,000
from $185,000 for the three month period ended March 31, 1993, or to
$0.04 from $0.01 per share, respectively. Currency rate fluctuations
increased net income from continuing operations by $54,000 for the
current period. Weighted average equivalent shares outstanding during
the three month periods ended March 31, 1994 and March 31, 1993 were
18,053,212 and 17,956,754, respectively.
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Liquidity and Capital Resources at March 31, 1994
Liquidity and Working Capital
The Company's working capital increased from $32,447,000 at
March 31, 1993, to $43,879,000 at March 31, 1994, an increase of
$11,432,000 or approximately 35.2%. Currency effects increased
working capital by $1,064,000 for the period. Decreases in trade
receivables and inventories were partially offset by increases in
cash, short-term securities and other current receivables. The net
decrease in current assets was more than offset by decreases in all
components of current liabilities except taxes payable. Loans payable
and the current portion of long-term debt decreased due to debt
repayments and the replacement of current debt with long-term debt due
to the recently completed financing. Working capital increased by
$9,465,000 or approximately 27.5% to $43,879,000 as compared to
$34,414,000 at June 30, 1993. Currency effects increased working
capital by $474,000 for the period. Increases in both other current
receivables and inventories almost offset the decrease in trade
receivables. The net decrease in current assets was more than offset
by the decrease in current liabilities for the period. Decreases in
trade and other payables, coupled with decreases in loans payable and
the current-portion of long-term debt as a result of the refinancing
were primarily responsible for the decrease in current liabilities and
more than offset the decreases in cash and short-term securities.
The net cash used by investing activities increased by
$2,029,000 from $1,318,000 at March 31, 1993 to $3,347,000 at March
31, 1994 due to the capitalization of costs associated with the
Company's debt refinancing as well as an increase in the recorded
amount of prepaid income taxes. The net cash used by financing
activities increased during the period ended March 31, 1994 as
compared to the period ended March 31, 1993 primarily due to the
differential between sales and purchases of treasury stock.
On October 29, 1993, the Company completed the refinancing
of it's long-term debt with the issuance of $25,000,000 of 8.17%
senior notes (the "Senior Notes") due October 29, 2000. The Senior
Notes require the payment of interest only for the first three years
with equal annual principal repayments of $6,250,000 in each of years
four through seven. The proceeds of the Senior Notes along with
approximately $5,000,000 in available cash were used to retire all of
the Company's indebtedness under a Credit Agreement with a syndicate
of banks dated September 27, 1990.
In November, 1993, the Company entered into a three-year
$20,000,000 Revolving Credit Agreement (the "Revolver") with
NationsBank of North Carolina. The Senior Notes and the Revolver
require the Company to maintain certain financial covenants and have
certain restrictions regarding the payment of dividends, limiting them
throughout the terms of the Senior Notes and the Revolver to
$3,000,000 plus 50% of the Company's net income after June 30, 1993.
In addition, the Company was required to pledge certain of the shares
of it's domestic subsidiaries as collateral for both the Senior Notes
and the Revolver.
Both the Senior Notes and the Revolver require the Company
to maintain a ratio of current assets to current liabilities (as those
terms are defined in the agreements) of not less than 1.4
to 1. At March 31, 1994, this ratio was 1.78 to 1.
The Company maintains relationships with foreign and
domestic banks which have extended credit facilities to the Company
totaling $30,000,000, including amounts available under the Revolver.
As of March 31, 1994, the Company had outstanding $11,239,000 under
these lines of credit, of which $5,364,000 is classified as long-term
debt. Total debt levels as reported on the balance sheet at March 31,
1994 are $218,000 higher then they would have been if June 30, 1993
exchange rates had been used.
The Company believes its cash flow from operations and
available bank lines of credit are sufficient to finance its working
capital and other capital requirements for the near and long-term
future.
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Impact of Inflation
The Company's results are affected by the impact of
inflation on manufacturing and operating costs. Historically, the
Company has used selling price adjustments, cost containment programs
and improved operating efficiencies to offset the otherwise negative
impact of inflation on its operations.
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BALDWIN TECHNOLOGY COMPANY, INC
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K. There were no reports on Form 8-K
filed for the three months ended March 31, 1994.
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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.
BALDWIN TECHNOLOGY COMPANY, INC.
BY s/William J. Lauricella
Treasurer and
Chief Financial Officer
Dated: May 12, 1994
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