SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended: Commission File No.:
August 31, 2000 0-16442
FIRST TEAM SPORTS, INC.
(Exact name of Registrant as specified in its charter)
Minnesota 41-1545748
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1201 Lund Boulevard
Anoka, Minnesota 55303
(Address of principal executive offices) Registrant's
telephone number, including area code:
(612) 576-3500
--------------------------------------
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_____
---------------------------------------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 5,907,511 shares of Common
Stock, $.01 par value per share, outstanding as of October 11, 2000.
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
FIRST TEAM SPORTS, INC.
CONSOLIDATED BALANCE SHEETS
August 31, 2000 and February 29, 2000
<TABLE>
<CAPTION>
August 31, February 29,
ASSETS 2000 2000
(Unaudited)
----------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 598,553 $ 860,671
Receivables:
Trade, less allowance for
doubtful accounts of $613,000 at
August 31, 2000 and $765,000 at
February 28, 2000 10,345,079 15,918,474
Inventories 11,042,539 12,079,722
Prepaid expenses 1,067,005 1,331,238
Deferred income taxes 740,000 1,179,000
----------- -----------
Total current assets 23,793,176 31,369,105
PROPERTY AND EQUIPMENT,
Land 600,000 600,000
Building 4,988,680 4,988,680
Production equipment 2,455,532 2,382,555
Office furniture and equipment 2,222,466 1,956,004
Warehouse equipment 1,047,232 945,377
Vehicles 92,582 97,007
----------- -----------
11,406,492 10,969,623
Less accumulated depreciation 4,845,969 4,411,801
----------- -----------
6,560,523 6,557,822
DEFERRED INCOME TAXES 1,931,000 1,821,000
OTHER ASSETS
License agreements, less accumulated
amortization of $4,211,000 at August
31, 2000 and $4,036,000 at February
29, 2000 1,156,044 1,330,704
Goodwill, less accummulated amortization
of $545,000 at August 31, 2000 and
$463,000 at February 29, 2000 947,236 1,029,528
Other 97,158 140,349
----------- -----------
2,200,438 2,500,581
----------- -----------
$34,485,137 $42,248,508
=========== ===========
</TABLE>
See accompanying notes.
<PAGE>
FIRST TEAM SPORTS, INC.
CONSOLIDATED BALANCE SHEETS (CONTINUED)
August 31, 2000 and February 29, 2000
<TABLE>
<CAPTION>
August 31, February 29,
LIABILITIES AND SHAREHOLDERS' EQUITY 2000 2000
(Unaudited)
------------ ------------
<S> <C> <C>
CURRENT LIABILITIES
Notes payable to bank $ 1,140,565 $ 4,912,275
Current maturities of
long-term debt 582,115 850,859
Accounts payable, trade 1,886,151 4,656,107
Accrued expenses 1,043,329 1,735,399
------------ ------------
Total current liabilities 4,652,160 12,154,640
LONG-TERM DEBT,
less current maturities 5,438,992 5,693,696
Deferred income taxes 71,000 90,000
DEFERRED REVENUE 515,320 523,000
SHAREHOLDERS' EQUITY
Common Stock, par value $.01 per
share; authorized 10,000,000
shares; issued and outstanding
5,867,511 shares at August 31, 2000,
and 5,803,848 February 29, 2000 58,675 58,602
Additional paid-in capital 9,940,143 9,926,180
Retained earnings 14,834,500 14,665,261
Accumulated other comprehensive loss (1,025,653) (862,871)
------------ ------------
23,807,665 23,787,172
------------ ------------
$ 34,485,137 $ 42,248,508
============ ============
</TABLE>
See accompanying notes.
<PAGE>
FIRST TEAM SPORTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
August 31, August 31,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 8,564,306 $ 7,264,628 $ 24,435,707 $ 21,325,080
Cost of goods sold 6,172,128 5,567,840 16,948,134 15,051,607
------------ ------------ ------------ ------------
Gross profit 2,392,178 1,696,788 7,487,573 6,273,473
------------ ------------ ------------ ------------
Operating expenses:
Selling 1,244,371 923,848 2,680,293 2,249,307
General and
administrative 1,985,472 2,000,503 3,973,589 3,994,021
------------ ------------ ------------ ------------
3,229,843 2,924,351 6,653,882 6,243,328
------------ ------------ ------------ ------------
Operating income/(loss) (837,665) (1,227,563) 833,691 30,145
Interest expense (250,692) (259,974) (558,935) (438,743)
------------ ------------ ------------ ------------
Income/(loss) before
income taxes (1,088,357) (1,487,537) 274,756 (408,598)
Income taxes 364,770 447,163 (105,517) 64,952
------------ ------------ ------------ ------------
Net income/(loss) for
the period $ (723,587) $ (1,040,374) $ 169,239 $ (343,646)
============ ============ ============ ============
Net income/(loss) per share:
Basic $ (0.12) $ (0.18) $ 0.03 $ (0.06)
Diluted $ (0.12) $ (0.18) $ 0.03 $ (0.06)
Shares used in computation of
net income/(loss) per share:
Basic 5,867,447 5,840,342 5,864,452 5,822,102
Diluted 5,867,447 5,840,342 5,996,642 5,822,102
</TABLE>
See accompanying notes.
<PAGE>
FIRST TEAM SPORTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For Six Months Ended August 31, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
August 31, August 31,
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss) $ 169,239 $ (343,646)
Adjustments required to reconcile net income
(loss) to net cash provided by (used in)
operating activities:
Depreciation 441,460 614,747
Amortization 300,144 287,763
Deferred income taxes 310,000 --
Deferred revenue (7,680) --
Change in assets and liabilities:
Receivables 5,583,605 976,251
Inventories 951,017 (892,571)
Prepaid expenses 261,328 46,509
Accounts payable (2,756,375) (1,747,853)
Accrued expenses (733,109) (468,382)
Income taxes -- (78,421)
----------- -----------
Net cash provided by
(used in) operating activities 4,519,629 (1,605,603)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (449,616) (124,091)
----------- -----------
Net cash used in investing activities (449,616) (124,091)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds (payments) on short-term
borrowings (3,771,710) 3,975,000
Principal payments on long-term
borrowings (523,343) (657,780)
Net proceeds from exercise of stock options 14,036 85,332
----------- -----------
Net cash provided by (used in)
financing activities (4,281,017) 3,402,552
----------- -----------
Increase (decrease) in cash and
cash equvalents (211,004) 1,672,858
Effect of foreign currency translation (51,114) (16,605)
Cash and cash equivalents:
Beginning 860,671 723,574
----------- -----------
Ending $ 598,553 $ 2,379,827
=========== ===========
</TABLE>
See accompanying notes.
<PAGE>
FIRST TEAM SPORTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
only of normal recurring accruals) necessary for a fair presentation have been
included. The operating results for the period ended August 31, 2000 are not
necessarily indicative of the operating results to be expected for the full
fiscal year.
For further information, refer to the financial statements and footnotes thereto
included in the Company's annual report or Form 10-K for the year ended February
29, 2000.
NOTE 2.
During the quarters ended August 31, 2000 and 1999, total comprehensive
loss amounted to ($722,997) and ($1,257,635) respectively. During the six-month
period ended August 31, 2000 and 1999, total comprehensive income (loss)
amounted to $6,457 and ($560,073) respectively.
<PAGE>
NOTE 3.
<TABLE>
<CAPTION>
Basic EPS Diluted EPS
2000 1999 2000 1999
---- ---- ---- ----
(in thousands, except per share data)
Three Months Ended August 31
<S> <C> <C> <C> <C>
Net Loss ($ 724) ($1,040) ($ 724) ($1,040)
======= ======= ======= =======
Weighted average common
Shares outstanding 5,867 5,840 5,867 5,840
Stock options -- -- -- --
------- ------- ------- -------
Total common equivalent
Shares outstanding 5,867 5,840 5,867 5,840
======= ======= ======= =======
Net Loss per share ($ .12) ($ .18) ($ .12) ($ .18)
Six Months Ended August 31
Net Income (Loss) $ 169 ($ 344) $ 169 ($ 344)
======= ======= ======= =======
Weighted average common
Shares outstanding 5,864 5,822 5,864 5,822
Stock options -- -- 133 --
------- ------- ------- -------
Total common equivalent
Shares outstanding 5,864 5,822 5,997 5,822
======= ======= ======= =======
Net Income (Loss) per share $ .03 ($ .06) $ .03 ($ .06)
</TABLE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
First Team Sports, Inc. is a leading manufacturer, designer and
marketer of brand name sporting goods. The Company's product groups consist of
in-line skates, in-line accessories and parts (primarily protective wear and
replacement wheels and bearings), ice hockey sticks and ice hockey protective
wear and accessories. Within the product groups, the Company maintains Ultra
Wheels(TM) and Skate Attack(TM) in-line product lines and a Hespeler(TM) ice
hockey line. The Ultra Wheels line consists of higher quality and higher priced
products that are targeted for specialty and sporting goods chain store
customers. The Skate Attack line consists of lower priced products for the mass
merchant customers. The Hespeler ice hockey line consists of high quality
products that are targeted for the specialty and sporting goods chain stores.
RESULTS OF OPERATIONS
Net Sales. Net sales were $8.6 million in the second quarter of fiscal 2001, an
increase of 17.9% over the comparable quarter of fiscal 2000 when sales were
$7.3 million. Net sales for the first six months of fiscal 2001 were $24.4
million, compared to $21.3 million for the first six months of fiscal 2000, an
increase of 14.6%. Increases in unit sales of in-line skates and ice hockey
sticks and protective wear were the principal factors in the Company's net sales
increases in both the second quarter and six-month period of fiscal 2001.
A breakdown and analysis for the Company's main product lines is as follows:
<TABLE>
<CAPTION>
Second Quarter
-----------------------------------------------------------
(dollar amount in millions) Fiscal 2001 Fiscal 2000
----------- -----------
Amount % Amount % Change
------------ ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
In-line Skates $4.2 48.8 $3.2 43.8 31.3
In-line Accessories and Parts 1.2 14.0 1.1 15.1 9.1
Ice Hockey Sticks .9 10.5 1.1 15.1 (18.2)
Ice Hockey Protective and Access. 2.3 26.7 1.9 26.0 21.1
------------ ----------- ----------- ------------ -----------
Total Net Sales $8.6 100.0% $7.3 100.0% 17.8%
============ =========== =========== ============ ===========
<CAPTION>
First Six Months
-----------------------------------------------------------
(dollar amount in millions) Fiscal 2001 Fiscal 2000
----------- -----------
Amount % Amount % Change
------------ ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
In-line Skates $16.3 66.8 $14.3 67.1 14.0
In-line Accessories and Parts 2.6 10.6 2.6 12.2 --
Ice Hockey Sticks 1.6 6.6 1.6 7.5 --
Ice Hockey Protective and Access. 3.9 16.0 2.8 13.2 39.3
------------ ----------- ----------- ------------ -----------
Total Net Sales $24.4 100.0% $21.3 100.0% 14.6%
============ =========== =========== ============ ===========
</TABLE>
<PAGE>
The Company distributes products to numerous countries worldwide. A geographic
breakdown is as follows:
<TABLE>
<CAPTION>
Second Quarter
-----------------------------------------------------------
(dollar amount in millions) Fiscal 2001 Fiscal 2000
----------- -----------
Amount % Amount % Change
------------ ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Domestic $5.2 60.5 $4.0 54.8 30.0
Canada 2.6 30.2 2.7 37.0 (3.7)
Europe 0.3 3.5 0.1 1.4 200.0
Other International 0.5 5.8 0.5 6.8 --
------------ ----------- ----------- ------------ -----------
Total Net Sales $8.6 100.0% $7.3 100.0% 17.8%
============ =========== =========== ============ ===========
<CAPTION>
First Six Months
-----------------------------------------------------------
(dollar amount in millions) Fiscal 2001 Fiscal 2000
----------- -----------
Amount % Amount % Change
------------ ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Domestic $16.1 66.0 $11.5 54.0 40.0
Canada 6.2 25.4 7.5 35.2 (17.3)
Europe 1.1 4.5 1.6 7.5 (31.3)
Other International 1.0 4.1 0.7 3.3 42.9
------------ ----------- ----------- ------------ -----------
Total Net Sales $24.4 100.0% $21.3 100.0% 14.6%
============ =========== =========== ============ ===========
</TABLE>
Several factors contributed to the Company's sales performance in the second
quarter and six-month period of fiscal 2001. The increase in domestic sales is
the result of strong acceptance of the Company's Ultra Wheels products and
significant increase in sales to the large national sporting goods chains ("big
box" retailers). This increase offset a decline in sales of the Company's Skate
Attack products to mass merchant customers due to their general reduction in
branded in-line skate offerings. During the second quarter and six month period
of fiscal 2001, approximately 68% and 64%, respectively, of the Company's
in-line skate sales came from the sporting good chain stores compared to 29% and
44%, respectively, during the second quarter and six-month period of fiscal
2000. The decreased sales in Canada were primarily the result of the Company
receiving product from its manufacturers earlier this year than in prior years
and filling a greater portion of spring season orders from Canada during the
Company's Fourth Quarter ended February 29, 2000, combined with a slight slow
down in reorders due to poor weather conditions throughout the spring season in
Canada. The decrease in European sales for the six-month period is primarily the
result of continued competitive pressures in the European in-line skate market,
the continued number of in-line skate customers buying direct from Pacific Rim
manufacturers and the effects of the strong US dollar. The increase in other
international sales is primarily the result of the Company's continued efforts
to open up new accounts in the international arena.
The national and international markets continue to be very competitive
and under extreme price competition.
<PAGE>
Gross Margin As a percentage of net sales, the gross margin was 27.9% in the
second quarter of fiscal 2001 compared to 23.4% in the second quarter of fiscal
2000. The gross margin as a percentage of net sales for the six-month period of
fiscal 2001 was 30.6%, compared to 29.4 % for fiscal 2000.
The increase in the gross margin in the second quarter and for the six month
period is primarily due to an increase in the percentage of Ultra Wheels skate
sales versus Skate Attack skate sales and an increase of total sales related to
Hespeler products.
The Company's UltraWheels brand of in-line skates accounted for approximately
98% and 95%, respectively, of total in-line skate sales in the second quarter
and for the six month period of fiscal 2001 compared to 77% and 86%,
respectively, in fiscal 2000, while the Company's Skate Attack brand accounted
for 2% and 5%, respectively, of total in-line skate sales in the second quarter
and for the six month period of fiscal 2001 compared to 23% and 14%,
respectively, in fiscal 2000. The Hespeler brand accounted for approximately 37%
and 23% of total net sales in the second quarter and for the six-month period of
fiscal 2000 compared to 41% and 21%, respectively, in fiscal 2000.
Operating Expenses. Selling expenses were $1.2 million or 14.5% of total net
sales in the second quarter and $2.7 million or 11.0% of total net sales for the
six month period of fiscal 2001 compared to $900,000 or 12.7% in the second
quarter and $2.2 million or 10.5% for the six-month period of fiscal 2000. The
increase in selling expenses in fiscal 2001 is primarily the result of an
increase in commissions and co-op advertising costs associated with the
increased sales volume.
General and administrative expenses were $2.0 million or 23.2% of total net
sales in the second quarter and $4.0 million or 16.3% of total net sales for the
six month period of fiscal 2001 compared to $2.0 million or 27.5 % in the second
quarter and $4.0 million or 18.7% for the six-month period of fiscal 2000. The
decrease in the general and administrative expenses as a percentage of net sales
in the second quarter and in the six- month period of fiscal 2001 was primarily
due to the Company's continued control over expenditures despite an increase in
sales volume.
Other Income and Expense. Interest expense was $251,000 in the second quarter
and $559,000 for the six-month period of fiscal 2001 compared to $260,000 in the
second quarter and $439,000 for the six-month period of fiscal 2000. The
decrease in interest expense for second quarter was primarily due to a decrease
in the Company's line of credit facility. The increase in interest expense for
the six-month period of fiscal 2001 was primarily due to increased usage of the
Company's line of credit facility and an increase in the bank prime rates. The
increased rates affected both the Company's revolving line of credit facility
and its term loan.
<PAGE>
Provision for Income Taxes. The Company's effective tax rate was 33.5% and
38.4%, respectively, in the second quarter and the six month period of fiscal
2001 compared to 30.1% and 15.9%, respectively, in the second quarter and six
month period of fiscal 2000. The increase in 2001 is primarily due to the effect
of state and foreign tax rates, the percentage of state and foreign revenues,
deferred tax items and the level of pre-tax losses.
Net Loss. The Company had a net loss of ($724,000), or ($.12) per share, in the
second quarter of fiscal 2001 compared to a net loss of ($1.0) million, or
($.18) per share, in fiscal 2000. The Company had net income of $169,000, or
$.03 per share, for the six month period of fiscal 2001 compared to a net loss
of ($344,000), or ($.06) per share, in fiscal 2000. The decrease in the net loss
for the both the second quarter and the six month period can be attributed to
the increased net sales, improved gross margins, and management's continued
control over the Company's operating expenses, all as discussed above.
LIQUIDITY AND CAPITAL RESOURCES
In the six-month period of fiscal 2001 the Company's operations provided $4.5
million of cash compared to using $1.6 million of cash in the six-month period
of fiscal 2000. The cash provided by operations in the current year was
primarily the result of a decrease in the Company's receivable and inventory
balances. The cash used by operations in the prior year was primarily the result
of an increase in the Company's inventory balances and funding of the Company's
net loss.
Net cash used in investing activities was $450,000 in the six-month period of
fiscal 2001 compared to $124,000 in the six-month period of fiscal 2000. The use
of cash for investing activities in both fiscal 2001 and 2000 was attributable
to equipment purchases.
Net cash used in financing activities was $4.3 million in the six-month period
of fiscal 2000 compared to cash provided by financing activities of $3.4 million
in the six-month period of fiscal 2000. The cash used by this activity in fiscal
2001 was primarily due to the change in the Company's credit facility.
The Company's debt to worth ratio was .5 to 1 as of August 31, 2000, compared to
.8 to 1 as of February 29, 2000 and .7 to 1 as of August 31, 1999. The Company's
long-term debt, which consists primarily of a mortgage note on the Company's
facility and obligations under endorsement license agreements, less current
maturities, was $5.4 million as of August 31, 2000.
<PAGE>
The Company's primary financing facility is a $10 million revolving credit line,
which expires August 31, 2002, bears interest at the banks' prime rate and is
subject to a borrowing base that is calculated monthly and updated periodically
during each month. The borrowing base is based on a percentage of eligible
receivables and inventories. As of August 31, 2000, the borrowing base
limitation was $10 million, of which $1.1 million was outstanding.
In connection with this revolving credit facility, the Company agreed, among
other things, to maintain certain minimum financial ratio and income levels.
The Company believes its current cash position, funds available under existing
bank arrangements, the ability to obtain additional financing, and cash
generated from operations will be sufficient to finance the Company's operating
requirements through fiscal 2001.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Risk. The Company's sales and results of operations are subject
to foreign currency fluctuations. The Company's foreign operations are in
countries with fairly stable currencies; therefore the effect of foreign
currencies has not been significant. The Company attempts to limit its exposure
to translation gains and losses by maintaining and controlling its foreign cash
flows when possible, thus reducing such exposure.
Interest Rate Risk. The Company's interest rate risk exposure results
from the floating prime rate on the Company's revolving credit line and term
loan. The impact of an increase in interest rates by 100 basis points (1%) would
not have a material effect on the Company's financial statements.
<PAGE>
PART II
OTHER INFORMATION
Item 4. Submissions of Matters to a Vote of Security Holders.
(a) The Company held its Annual Meeting on July 12, 2000.
(b) Proxies for the Annual Meeting were solicited pursuant to
Regulation 14 under the Securities Exchange Act of 1934. There
was no solicitation in opposition to management's nominees as
listed in the proxy statement, and all of such nominees were
elected.
The shareholders set the number of directors at six (6) by a
vote of 5,384,614 shares in favor, 52,144 shares against and
19,820 shares abstaining. The following persons were elected
to serve as directors of the Company until the next annual
meeting of shareholders with the following votes:
Number of Number of
Nominee Votes For Votes Withheld
------- --------- --------------
John J. Egart 5,385,887 70,691
David G. Soderquist 5,385,887 70,691
Joe Mendelsohn 5,374,037 82,541
Timothy G. Rath 5,385,637 70,941
Stanley E. Hubbard 5,385,637 70,941
William J. McMahon 5,370,637 85,941
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. See Exhibit Index immediately following the
signature page of this Form 10-Q.
(b) Reports on Form 8-K. No reports on Form 8-K were filed by the
Registrant during the quarter to which this Form 10-Q relates.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FIRST TEAM SPORTS, INC.
By: /s/ John J. Egart
John J. Egart
President and CEO
and By: /s/ Kent A. Brunner
Kent A. Brunner
Vice President and CFO
Dated: October 11, 2000
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBIT INDEX TO FORM 10-Q
For Quarter Ended: Commission File No.: 0-16422
August 31, 2000
--------------------------------------------------------------------------------
FIRST TEAM SPORTS, INC.
--------------------------------------------------------------------------------
Exhibit Number Description
3.1 Restated Articles of Incorporation -- incorporated by
reference to Exhibit 3.1 to the Company's Form 10-K for the
year ended February 28, 1997
3.2 Bylaws -- incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-18 Reg. No.
33-16345C
4.1 Specimen of Common Stock Certificate--incorporated by
reference to 4.1 to the Registrant's Annual Report on Form
10-K for the fiscal year ended February 28, 1991
4.2 Certificate of Designations of Series A Preferred Stock
(included in Restated Articles of Incorporation -- see Exhibit
3.1)
4.3 Rights Agreement dated as of March 15, 1996 between the
Company and Norwest Bank Minnesota, N.A. as Rights Agent --
incorporated by reference to Exhibit 2.1 to the Company's
Registration Statement on Form 8-A, Reg. No. 0-16422
4.4 Form of Right Certificate -- incorporated by reference to
Exhibit 2.2 to the Company's Registration Statement on Form
8-A, Reg. No. 0-16422
4.5 Summary of Rights to Purchase Share of Series A Preferred
Stock- incorporated by reference to Exhibit 2.3 to the
Company's Registration Statement of Form 8-A, Reg. No. 0-16422
27* Financial Data Schedule (included in electronic version only)
-------------
*Filed herewith
