BIOSEPRA INC
10-Q, 1998-11-16
MISCELLANEOUS CHEMICAL PRODUCTS
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<PAGE>   1

                       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

(Mark One)

/X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the quarterly period ended: September 30, 1998

___ 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 0-23678

                                  BIOSEPRA INC.
                  (Exact Name of Registrant as Specified in its Charter)

             Delaware                                     04-3216867          
(State or Other Jurisdiction of            (IRS Employer Identification Number)
Organization or Incorporation)




                111 LOCKE DRIVE, MARLBOROUGH, MASSACHUSETTS 01752
               (Address of Principal Executive Offices) (Zip Code)

                                 (508) 357-7500
              (Registrant's Telephone Number, Including Area Code)

      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.

<TABLE>
<CAPTION>
 Common Stock, par value $.01 per share                8,439,500
- --------------------------------------        --------------------------
<S>                                           <C>    
                  Class                       Outstanding at November 4, 1998
</TABLE>
<PAGE>   2
                                  BioSepra Inc.

                                      INDEX


                                                                           Page

PART I  -  FINANCIAL INFORMATION


Item 1.  Consolidated Financial Statements

       Consolidated Condensed Balance Sheets as of
       September 30, 1998 and December 31, 1997                              3

       Consolidated Condensed Statements of Operations for the
       Three-months and Nine-Months Ended September 30, 1998
       and 1997                                                              4

       Consolidated Condensed Statements of Cash Flows for the Nine-months
       Ended September 30, 1998 and 1997                                     5

       Notes to Consolidated Condensed Financial Statements                  6


Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations                             8



PART II  - OTHER INFORMATION                                                11



SIGNATURES                                                                  12




                                     Page 2
<PAGE>   3

                                  BioSepra Inc.
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (Unaudited)
(In thousands)

<TABLE>
<CAPTION>
                                                    September 30,     December 31,
                     ASSETS                                            
                                                       1998              1997
                                                       ----              ----
<S>                                                   <C>            <C>     
Current assets:
   Cash and cash equivalents                          $  2,798       $  2,370
   Restricted cash                                        --              146
   Accounts receivable                                   1,371          2,376
   Inventories (Note 2)                                  3,623          2,722
   Prepaid and other current assets                         92             57
                                                      --------       --------

       Total current assets                              7,884          7,671

Property and equipment, net (Note 3)                     1,432          1,509

Goodwill, net                                            4,994          5,288
Other assets                                               513            438
                                                      --------       --------

       Total assets                                   $ 14,823       $ 14,906
                                                      ========       ========


      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Notes payable, current portion of long-term
debt and capital lease obligations                    $  2,400       $    488
   Accounts payable                                        610          1,307
   Related party payable (Note 4)                          354            325
   Accrued expenses                                      1,693          1,534
   Accrued restructuring                                   --             161
   Deferred contract revenue                                87             21
                                                      --------       --------

       Total current liabilities                         5,144          3,836

Long-term debt and capital lease obligations,              374            690
net of current portion
                                                      --------       --------
       Total liabilities                                 5,518          4,526

Stockholders' equity:
   Common stock                                             84             84
   Additional paid-in capital                           40,555         40,515
   Unearned compensation                                   (40)          (161)
   Accumulated deficit                                 (31,219)       (29,722)
   Cumulative translation adjustment                       (75)          (336)
                                                      --------       --------

      Total stockholders' equity                      $  9,305       $ 10,380
                                                      --------       --------

      Total liabilities and stockholders' equity      $ 14,823       $ 14,906
                                                      ========       ========
</TABLE>

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


                                     Page 3
<PAGE>   4
                                  BioSepra Inc.
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

(In thousands, except per share data)
<TABLE>
<CAPTION>
                                                   Three - months              Nine - months
                                                    ended Sept 30,            ended Sept 30,
                                                1998         1997           1998          1997
                                                ----         ----           ----          ----
<S>                                           <C>           <C>           <C>           <C>    
Revenue:
  Product sales                               $ 1,178       $ 1,523       $ 4,683       $ 6,517
  License fees                                   --            --              88           600
  Research and development                         48            56           206           184
                                              -------       -------       -------       -------

        Total revenue                           1,226         1,579         4,977         7,301

Costs and expenses:

  Cost of products sold                           941           811         2,916         3,737
  Selling, general and administrative           1,020         1,182         2,562         3,733
  Research and development                        274           361           955         1,393
  Amortization expense                            141           202           424           666
  Restructuring costs (benefit)(Note 7)          --            --            (351)         --
                                              -------       -------       -------       -------

         Total costs and expenses               2,376         2,556         6,506         9,529
                                              -------       -------       -------       -------

Loss from operations                           (1,150)         (977)       (1,529)       (2,228)

Other income (expenses), net                       64             9            33           162
                                              -------       -------       -------       -------

Net Loss                                      $(1,086)      $  (969)      $(1,496)      $(2,066)
                                              =======       =======       =======       ======= 

Basic and diluted net loss per share          $ (0.13)      $ (0.11)      $ (0.18)      $ (0.25)

Weighted average number of common
   shares outstanding, Basic and Diluted        8,446         8,426         8,437         8,421
</TABLE>

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


                                     Page 4
<PAGE>   5
                                  BioSepra Inc.
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
(In thousands)
<TABLE>
<CAPTION>

                                                                     Nine- months
                                                                 ended September 30,
                                                                 1998          1997
                                                                 ----          ----
<S>                                                            <C>           <C>     
Cash flows from operating activities:
      Net loss                                                 $(1,496)      $(2,066)
      Adjustments to reconcile net loss to net
          cash used in operating activities:
          Depreciation and amortization                            827          1201
          Provision for doubtful accounts                         (209)          276
          Loss on disposition of long-term assets                    7             4
          Changes in operating assets and liabilities:
              Accounts receivable                                1,094           718
              Inventories                                         (669)         (439)
              Prepaid and other current assets                     (35)          (82)
              Accounts payable                                    (733)         (341)
              Related party payable                                (53)          214
              Accrued expenses                                     105          (198)
              Accrued restructuring                               (161)          (13)
              Deferred revenue                                      60          (509)
                                                               -------       -------

      Net cash used in operating activities                     (1,263)       (1,235)

Cash flows from investing activities:
      Additions to property and equipment                         (286)         (282)
      Proceeds from sales of equipment                              12          --   
      Decrease in marketable securities                           --              18
      Decrease in restricted cash                                  146          --
      Increase in other assets                                     (94)         (131)
                                                               -------       -------

      Net cash used in investing activities                       (222)          (35)
                                                               -------       -------
Cash flows from financing activities:
      Proceeds from issuance of common stock                        40            23
      Borrowings under line of credit agreements                 2,002            36
      Long-term borrowings                                        --              49
      Repayment of long-term borrowings                           (365)         (358)
                                                               -------       -------
      Net cash provided by (used in) financing activities        1,677          (250)
                                                               -------       -------
Effect of exchange rate changes on cash
and cash equivalents                                               236          (140)
                                                               -------       -------

Net increase (decrease) in cash and cash equivalents               428        (1,660)

Cash and cash equivalents at beginning of period                 2,370         4,142
                                                               -------       -------
Cash and cash equivalents at end of period                     $ 2,798       $ 2,482
                                                               =======       =======
</TABLE>

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


                                     Page 5
<PAGE>   6
                                  BioSepra Inc.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1.    Basis of Presentation

      The accompanying consolidated condensed financial statements of BioSepra
      Inc. (the "Company") are unaudited and have been prepared on a basis
      substantially consistent with the annual audited financial statements. The
      consolidated financial statements include the accounts of the Company and
      its wholly owned subsidiaries. All material intercompany balances and
      transactions have been eliminated in consolidation.

      Certain information and footnote disclosures normally included in the
      Company's annual statements have been condensed or omitted. The
      consolidated financial statements, in the opinion of management, reflect
      all adjustments (including normal recurring accruals) necessary for a fair
      statement of the results for the periods ended September 30, 1998 and
      1997.

      The results of operations for the nine months ended September 30, 1998 are
      not necessarily indicative of the results of operations to be expected for
      the fiscal year. These consolidated financial statements should be read in
      conjunction with the audited financial statements included in the
      Company's Annual Report on Form 10-K for the fiscal year ended December
      31, 1997.

2.    Inventories

      Inventories consist of the following:
<TABLE>
<CAPTION>
                             September 30,     December 31,
                                 1998              1997
                             ----------        -----------
<S>                         <C>                <C>   
Raw materials                  $  858               $  600
Work in progress                  201                  129
Finished goods                  2,564                1,993
                                -----                -----
                               $3,623               $2,722
                               ======               ======
</TABLE>


3.    Property and Equipment

      Property and equipment consists of the following:
<TABLE>
<CAPTION>
                                           September 30,         December 31,
                                              1998                   1997
                                           ------------          --------------
<S>                                        <C>                    <C>    
Property and equipment                      $ 4,366                $ 3,878
Less accumulated depreciation
   and amortization                          (2,934)                (2,405)
                                            -------                -------
                                              1,432                  1,473
Construction in progress                       --                       36
                                            -------                -------
                                            $ 1,432                $ 1,509
                                            =======                =======
</TABLE>


                                     Page 6
<PAGE>   7
4.    Related party transactions

      The payable to related party represents amounts due for certain services
      and facilities provided by Sepracor Inc. ("Sepracor"), the Company's
      majority stockholder.

      In January 1996, the Company entered into a promissory note for $350,000
      with Sepracor. This amount is payable to Sepracor over sixty months and
      does not bear interest. The Company utilized the funds for leasehold
      improvements to the Company's facilities. As of September 30, 1998,
      $184,000 was outstanding under the promissory note.

5.    Basic and Dilutive Net Loss Per Share

      Basic net loss per common share is computed by dividing net loss by the
      weighted average number of common shares outstanding during the period.
      Diluted net loss per share is the same as basic net loss per share as the
      effects of common stock equivalents are antidilutive for all periods
      presented. Total antidilutive shares of 1,657,000 for the three months
      ended September 30, 1998 have been excluded from the calculation of
      weighted average number of potentially diluted common shares outstanding.

6.    Statements of Cash Flows

      Cash payments for interest for the nine months ended September 30, 1998
      and 1997 were $139,000 and $52,000, respectively.

7.    Distribution Agreement

      On March 26, 1998, the Company, Sepracor, and Beckman Instruments, Inc.
      ("Beckman") entered into an agreement pursuant to which the Company
      amended its Distribution Agreement with Beckman and Sepracor amended its
      Stock Purchase Agreement with Beckman. Under the amendment, the Company
      granted to Beckman a non-exclusive right to manufacture instruments, is
      relieved of its obligation to manufacture the instruments for Beckman and
      sold the discontinued instrument product inventory to Beckman for
      $250,000. The Company recorded the sale of the inventory as a reduction to
      the previously recorded restructuring charge in the first quarter.

8.    Comprehensive Income

      The Company adopted Statement of Financial Accounting Standards No. 130
      ("SFAS 130"), "Reporting Comprehensive Income", effective January 1, 1998.
      SFAS 130 established standards for reporting and display of comprehensive
      income and its components in the financial statements. The Company's only
      item of other comprehensive income relates to foreign currency translation
      adjustments, and is presented separately on the balance sheet as required.
      If presented on the statement of operations for the nine months ended
      September 30, 1998 and 1997, comprehensive loss would be approximately
      $260,000 lower and $386,000 greater than reported net loss, respectively,
      due to foreign currency translation adjustments.

9.    New Accounting Pronouncements

      The Financial Accounting Standards Board (FASB) issued SFAS No. 131,
      "Disclosures about Segments of an Enterprise and Related Information."
      SFAS No. 131 specifies new guidelines for determining a company's
      operating segments and related requirements for disclosure. This statement
      will become effective for fiscal years beginning after December 15, 1997.
      The Company believes that the adoption of this new accounting standard
      will not have a material impact on the Company's financial statements.


                                     Page 7
<PAGE>   8
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

   Overview

BioSepra Inc. and subsidiaries (the "Company") develops, manufactures and sells
chromatographic media and systems for use by biopharmaceutical companies in the
purification and production of biopharmaceuticals. The Company's products enable
pharmaceutical companies to reduce the time and cost required to develop and
manufacture biopharmaceuticals. The Company supplies its process chromatography
media and other proprietary products to drug manufacturers for use in the
commercial production of a wide range of biopharmaceuticals. Among these are
interferon, insulin, human growth hormone, special enzymes and vaccines.

   Three and nine months ended September 30, 1998 and 1997

Revenue decreased to $1,178,000 for the three months ended September 30, 1998
from $1,523,000 for the same period in 1997. Revenue for the nine months ended
September 30, 1998 decreased to $4,977,000 compared to $7,301,000 for the same
period in 1997. The decrease in revenue is attributed to $600,000 of
non-recurring licensing revenue recognized in the second quarter of 1997, and to
the discontinuation of the instrument product line at the end of 1997.

Cost of products sold as a percentage of product sales was 79.9% for the three
months ended September 30, 1998 compared to 53.3% for the same period in 1997.
For the nine months ended September 30, 1998 and 1997 the cost of products sold
as a percentage of product sales was 62.3% and 57.3%, respectively. The increase
cost percentage is a result of the cost to implement improvements in
manufacturing processes and an adverse yield for a specific product sale in the
three months ended September 30, 1998.

Selling, general and administrative expenses decreased to $1,020,000 for the
three months ended September 30, 1998 from $1,182,000 for the three months ended
September 30, 1997. For the first nine months of 1998, selling, general and
administrative expenses decreased to $2,562,000 from $3,733,000 for the
comparable period in 1997. The decrease in expenditures is related primarily to
a reduction in overall personnel costs associated with the cost reduction
program implemented in December 1997.

Research and development expenses decreased to $274,000 for the third quarter of
1998 from $361,000 for the third quarter of 1997. For the first nine months of
1998, research and development expenses decreased to $955,000 from $1,393,000
for the comparable period in 1997. This decrease is primarily attributable to
the instrument product line discontinued at the end of 1997.

Amortization expenses decreased to $141,000 for the third quarter of 1998 from
$202,000 in the third quarter of 1997. For the first nine months of 1998,
amortization expense decreased to $424,000 from $666,000 for the comparable
period in 1997. The decrease in amortization expense is primarily attributable
to the write down, in the fourth quarter of 1997, of intangible assets to their
estimated net realizable value in accordance with SFAS No 121.

Other income, net, was $64,000 for the three months ended September 30, 1998 as
compared to other income, net of $9,000 for the comparable period in 1997. The
increase was attributable to gain on sale of an asset partially offset by higher
interest expense from borrowings under the line of credit in the beginning of
1998. Other income, net was $33,000 for the nine months ended September 30, 1998
as compared to other income, net of $162,000 for the comparable period in 1997.
This change is due to the increase in interest expense from borrowings under the
line of credit in early 1998 and foreign currency exchange gains recognized in
the previous year.



                                     Page 8
<PAGE>   9
The Company's net loss increased to $1,086,000 for the three months ended
September 30, 1998 compared to the net loss of $969,000 for the three months
ended September 30, 1997. The increase is attributable to the reduced revenue
resulting from the discontinuation of a product line at the end of 1997 and the
increase cost of goods sold percentage described earlier. For the first nine
months of 1998, the Company's net loss decreased to $1,496,000 from $2,066,000
for the comparable period in 1997. The decrease is attributed to reduced
operating expenses offset by reduced revenue as described above.


LIQUIDITY AND CAPITAL RESOURCES

The Company has funded its operations to date primarily from net proceeds
provided from the Company's initial public offering, funds provided by Sepracor,
borrowings under a line of credit agreement, equipment financing leases and
product sales. As of September 30, 1998, the Company had $2,798,000 of cash and
cash equivalents and $2,740,000 of working capital. Cash and cash equivalents
for the quarter ended September 30, 1998 increased by $282,000 from $2,516,000
at December 31, 1997. The Company utilized cash for operations of $1,263,000
primarily to fund its operations. The Company used cash for investing activities
of $222,000 primarily due to increased patent costs and purchases of property
and equipment, partially offset by the maturity of cash held in escrow. The
Company generated cash from financing activities of $1,677,000 primarily due to
$2,000,000 additional borrowings under one of the Company's line of credit
agreements with a bank.

The Company has access to a revolving line of credit under which the Company may
borrow up to $3,000,000. Sepracor guarantees this revolving line of credit. As
of September 30, 1998, there was $2,000,000 outstanding under this agreement.

As of September 30, 1998, there was $469,000 outstanding under a French loan,
which is guaranteed by Sepracor. In addition, Sepracor guarantees certain
capital lease obligations of the Company. The outstanding balance of the capital
lease obligation guaranteed by Sepracor was $77,000 as of September 30, 1998.

Based upon the Company's current operating plan, the Company believes that its
current cash balance is sufficient to fund the Company's operations into mid
1999. The Company's cash requirements may vary materially from those now planned
because of factors such as the timing of significant product orders, commercial
acceptance of new products, patent developments, the introduction of competitive
products, acquisitions and the factors discussed below under "Future Operating
Results." Accordingly, the Company may be required to raise additional financing
within the next year, and there can be no assurance that such financing will be
available on favorable terms, if at all.


FUTURE OPERATING RESULTS

Certain of the information contained in this Quarterly Report on Form 10-Q,
including information with respect to the ability of the Company to obtain
additional financing within the next year, the success of the Company's HyperD
media and information with respect to the Company's other plans and strategy for
its business, consist of forward-looking statements. Important factors that
could cause actual results to differ materially from the forward-looking
statements are described in the Company's Annual Report on Form 10-K for the
year ended December 31, 1997. Without limiting the foregoing, the words
"believes," "anticipates," "plans," "expects," "intends," and similar
expressions are intended to identify forward-looking statements. There are a
number of factors that could cause the Company's actual results to differ
materially from those indicated by such forward-looking statements. These
factors include, without limitation, the following:

The future success of the Company will depend largely on the success of its
HyperD media product line, which was introduced in March 1993. There can be no
assurance that the Company's HyperD media product line will achieve commercial
success and any failure of such products to achieve such success would have a
materially adverse effect on the business and results of operations of the
Company.

The Company could require additional funds in 1999 if, and to the extent, it
fails to achieve its operating plan. At such time, as the Company requires
additional financing, there can be no assurance that such financing will be
available on favorable terms, if at all. In addition, the Company is considering
various strategic alternatives with respect to its business, including, but not
limited to, strategic alliances.


                                     Page 9
<PAGE>   10
There can be no assurance that the Company will be successful in implementing
any strategic alternative in a timely fashion or at all or on terms favorable to
the Company or its stockholders.

Sales to process customers of chromatographic media products, such as HyperD
media, typically involve long lead times, and customers generally evaluate
several different media products before committing to a volume purchase. Also,
customers are typically reluctant to change media used in the production process
for a pharmaceutical previously approved by the FDA because such a change may
require additional FDA approval. There can be no assurance that the Company will
be able to compete effectively against its existing or future competitors.

In December 1997, the Company implemented a cost reduction program that involved
the discontinuation of its instrument product line and a reduction in the number
of employees. The principal purpose of the program was to enable the Company to
focus on higher margin consumable products for the research and process segments
of the biopharmaceutical and genomics markets. In connection with this program,
the Company recorded restructuring charges totaling $851,000 in the fourth
quarter of 1997. There can be no assurance that this program will not result in
loss of customers or temporary sales or production disruptions that could have a
materially adverse effect on the Company's business, financial condition and
results of operations.

Other factors that may adversely affect the Company's future operating results
include: intense competition from other companies selling or developing
bioseperation products, the loss of any significant customer, risks attendant to
the conduct of business in foreign countries, risks relating to the Company's
ability to maintain meaningful patent protection of its proprietary information
and the risk of product liability claims associated with the testing, marketing
and sale of the Company's media products.

Because of the foregoing factors, the Company believes that period-to-period
comparisons of its financial results are not necessarily meaningful and it
expects that its results of operations may continue to fluctuate from period to
period in the future.

Year 2000

The Company has completed the assessment of its requirements to become year 2000
compliant and will begin shortly to assess the readiness of its suppliers. The
Company has determined it needs to upgrade certain of its computer hardware and
software and will be proceeding with this planned purchase before the end of
1998. Costs to become fully compliant with year 2000 requirements are expected
to be less than $100,000. In the event that it encounters year 2000 problems, it
has a contingency plan in place to minimize the disruption to its ongoing
business operations.

Euro Currency

The participating member countries of the European and Monetary Union have
agreed to adopt the Euro as the Common legal currency on January 1, 1999. On
that same date, they will establish the fixed conversion rates between their
existing sovereign currencies and the Euro. Consequently, the Company and the
computer software used by the Company with respect to its European operations
will need to be Euro-enabled. The Company intends to convert all of the tax
accounting and financial software used with respect to its French subsidiary to
the Euro System and expects that it will be able to accommodate any required
Euro changes. However, there can be no assurance that the Company's software
will contain all of the necessary changes to meet the Euro requirements. 


                                    Page 10
<PAGE>   11
PART II.
OTHER INFORMATION


Items 1 - 4.  None

Item 5.  Other Information

          Any proposal submitted pursuant to Rule 14a-8 under the Securities
     Exchange Act of 1934, as amended, that a stockholder wishes to be
     considered for inclusion in the Company's proxy materials for its 1999
     Annual Meeting of Stockholders must be received by the Secretary of the
     Company at the principal offices of the Company no later than December 24,
     1998

          Written notice of shareholder proposals submitted outside the
     processes of Rule 14a-8 for consideration at the 1999 Annual Meeting of
     Stockholders must be received by the Company on or before March 9, 1999, in
     order to be considered timely for purposes of Rule 14a-4. The persons
     designated in the Company's proxy statement shall be granted discretionary
     authority with respect to any shareholder proposals of which the Company
     does not receive timely notice.

Item 6.  Exhibits and Reports on Form 8-K

      a) Exhibits

              10.3 Lease for new facility of BioSepra, SA (translated from
French to English)

      b) Reports on Form 8-K

              None


                                    Page 11
<PAGE>   12
                                   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.





                                                BIOSEPRA INC.


Date: November 13, 1998                      /s/   Jean-Marie Vogel
                                          -----------------------------
                                              Jean-Marie Vogel
                                         President, Chief Executive
                                            Officer and Director
                                         (Principal Executive Officer)





Date: November 13, 1998                    /s/   Philip V. Holberton
                                          -----------------------------
                                             Philip V. Holberton
                                           Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


                                    Page 12

<PAGE>   1
                                                                    EXHIBIT 10.3

                  LEASE AGREEMENT BY NATIOCREDIMURS AND CICAMUR
                                FOR BIOSEPRA S.A.


                                                                         CB/AF

Mr. Pascal Dufour, notary, member of the company "Pascal DUFOUR, Jean-Pierre
BENOIST, and Claudin SAVARY, associates of civil professional company owning a
notarial office," the headquarters of which are at boulevard Poissonniere 15,
PARIS, 2eme [2nd] arrondissement [ward], has received the present document in
authentic form:

           AT THE REQUEST OF:

     1ST: The company called NATIOCREDIMURS SOCIETE EN NOM COLLECTIF, a company
with a group name, with a capital of 150,000,000 francs, having headquarters at
"Le Metropole" building, 46/52 Rue Arago, PUTEAUX (Hauts de Seine), registered
in the Registry of Commerce and Companies of NANTERRE under number B 332,199,462
(96 B 04190),

          having agreed definitively in its capacity as a financial credit
     institution and as a result of a decision of the committee on credit
     institutions, dated at PARIS, March 20, 1985, and of a letter from the BANK
     OF FRANCE, dated May 9, 1985,

          REPRESENTED BY:

          Mr. Bernard DEVAUX, attorney, domiciled at 46/52 rue Rago, PUTEAUX,

               Acting by virtue of the delegation of powers conferred on him
          under terms of minutes of the notarial office at 15, boulevard
          Poissonniere, PARIS (2eme), January 21, 1998,

               by Mr. Jean-Rene BRUNON, who has acted in his capacity are
          president of the administrative council of the corporation called
          NATIO LOCATION, with a capital of 31,000,000 francs, having its
          company headquarters at "Le Metropole" building, 46/52 Rue Arago,
          PUTEAUX (Hauts de Seine), and registered in the Registry of Commerce
          and Companies of NANTERRE under no. B 310,188,794, appointed for these
          functions starting July 1, 1992, under terms of a decision of said
          administrative council dated June 23, 1992, for the duration of his
          mandate as administrator or until the end of the regular general
          meeting ruling the accounts for fiscal year 1997.


                                                                  Page 1 of 63



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               SEP-30-1998
<EXCHANGE-RATE>                                      1
<CASH>                                       2,798,000
<SECURITIES>                                         0
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