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
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For The Quarter Ended: December 31, 1997 Commission File Number 0-19672
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American Superconductor Corporation
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(Exact name of registrant as specified in its charter)
Delaware 04-2959321
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(State or other jurisdiction of organization (I.R.S. Employer Identification Number)
or incorporation)
Two Technology Drive
Westborough, Massachusetts 01581
--------------------------------
(Address of principal executive offices, including zip code)
(508) 836-4200
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports 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
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, par value $.01 per share 11,699,625
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Class Outstanding as of February 13, 1998
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AMERICAN SUPERCONDUCTOR CORPORATION
INDEX
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Page No.
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Part I - Financial Information
Consolidated Balance Sheets
December 31, 1997 and March 31, 1997 3
Consolidated Statements of Operations
for the three months ended
December 31, 1997 and 1996 and the
nine months ended December 31, 1997
and 1996 4
Consolidated Statements of Cash Flows
for the nine months ended
December 31, 1997 and 1996 5
Notes to Interim Consolidated Financial Statements 6-7
Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-11
Part II - Other Information 12
Signatures 13
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AMERICAN SUPERCONDUCTOR CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31, March 31,
1997 1997
------------ ------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 2,208,673 $ 584,804
Accounts receivable 4,668,496 3,070,573
Notes receivable 344,729 383,607
Inventory 3,232,740 2,940,656
Prepaid expenses and other current assets 503,634 345,344
------------ ------------
Total current assets 10,958,272 7,324,984
Property and equipment:
Equipment 11,263,083 10,137,721
Furniture and fixtures 855,605 733,794
Leasehold improvements 1,915,023 1,732,215
------------ ------------
14,033,711 12,603,730
Less: accumulated depreciation (10,459,806) (8,835,754)
------------ ------------
Property and equipment, net 3,573,905 3,767,976
Long-term marketable securities 7,508,043 15,446,106
Other assets 5,876 42,028
Net investment in sales-type lease 413,006 --
------------ ------------
Total assets $ 22,459,102 $ 26,581,094
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable-line of credit $ -- $ 530,000
Accounts payable and accrued expenses 3,016,232 4,283,612
Deferred revenue 225,346 1,519,678
Short-term note 117,340 673,428
------------ ------------
Total current liabilities 3,358,918 7,006,718
Long-term debt 3,141,793 3,073,663
Stockholders' equity:
Common stock, $.01 par value
20,000,000 shares authorized and
11,696,991 and 10,505,118 issued
and outstanding at December 31, 1997
and March 31, 1997, respectively 116,970 105,051
Additional paid-in capital 86,579,672 76,388,679
Deferred compensation -- (25,480)
Deferred contract costs (437,847) (557,265)
Unrealized gain/(loss) on investments 29,630 (143,661)
Cumulative translation adjustment (23,334) (9,892)
Accumulated deficit (70,306,700) (59,256,719)
------------ ------------
Total stockholders' equity 15,958,391 16,500,713
------------ ------------
Total liabilities and stockholders' equity $ 22,459,102 $ 26,581,094
============ ============
The accompanying notes are an integral part of the consolidated financial
statements.
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AMERICAN SUPERCONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
-----------
Three Months Ended Nine Months Ended
December 31, December 31,
1997 1996 1997 1996
----------- ----------- ----------- -----------
Revenues:
Contract revenue $ 3,757,908 $ 2,124,444 $ 6,547,147 $ 5,037,306
Product sales and prototype
development contracts 697,616 415,459 4,053,328 2,329,632
Rental/other revenue 437,422 151,766 783,069 613,006
----------- ----------- ----------- -----------
Total revenues 4,892,946 2,691,669 11,383,544 7,979,944
Costs and expenses:
Costs of revenue 4,705,482 2,830,751 10,511,021 7,538,461
Research and development 2,929,253 2,198,007 6,382,086 6,814,326
Selling, general and
administrative 742,281 549,167 3,724,315 3,072,833
----------- ----------- ----------- -----------
Total costs and expenses 8,377,016 5,577,925 20,617,422 17,425,620
Transaction fees (25,975) - (136,273) -
Interest income 182,194 276,648 676,771 932,892
Interest expense (51,382) (102,389) (187,918) (280,704)
Other income (expense), net 2,145 (656,653) (12,287) (694,014)
----------- ----------- ----------- -----------
Net loss $(3,377,088) $(3,368,650) $(8,893,585) $(9,487,502)
=========== =========== =========== ===========
Net loss per common share $ (0.29) $ (0.32) $ (0.76) $ (0.90)
=========== =========== =========== ===========
Weighted average number of
common shares outstanding 11,695,238 10,502,288 11,638,198 10,497,597
=========== =========== =========== ===========
The accompanying notes are an integral part of the consolidated financial
statements.
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AMERICAN SUPERCONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
December 31,
1997 1996
-------------------------------
Operating activities:
Net loss $ (8,893,585) $(9,487,502)
Adjustments to reconcile net loss to net cash used by operations:
Forgiveness of notes receivable - 106,744
Depreciation and amortization 1,566,847 1,425,680
Loss on disposals of property and equipment 24,569 49,986
Deferred compensation expense 25,480 25,480
Deferred contract costs-warrants 119,418 59,709
Changes in operating asset and liability accounts :
Accounts receivable (2,138,892) (2,103,307)
Inventory 156,522 (610,911)
Prepaid expenses and other current assets (163,837) 85,953
Accounts payable and accrued expenses (2,194,240) 1,246,256
Notes payable-line of credit (875,000) (220,000)
Deferred revenue (1,936,449) 528,383
-------------------------------
Total adjustments (5,415,582) 593,973
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Net cash used by operating activities (14,309,167) (8,893,529)
-------------------------------
Investing activities:
Notes receivable (14,312) (76,012)
Repayment of notes receivable 53,190 100,000
Purchase of property and equipment, net (1,484,015) (1,026,124)
Purchase of long-term marketable securities (3,000,000) -
Sale of long-term marketable securities 11,111,354 5,906,085
Decrease (increase) in other assets 36,152 652
Net investment in sales-type lease (413,006) -
-------------------------------
Net cash provided by investing activities 6,289,363 4,904,601
-------------------------------
Financing activities:
Net proceeds from issuance of stock and warrants 10,202,912 89,096
Short-term notes (556,088) (51,102)
Long-term debt 4,693 595,000
-------------------------------
Net cash provided by financing activities 9,651,517 632,994
-------------------------------
Net increase (decrease) in cash and cash equivalents 1,631,713 (3,355,934)
Cash and cash equivalents at beginning of period 584,804 4,261,051
Effect of SI's excluded results (7,844) (142,308)
-------------------------------
Cash and cash equivalents at end of period $ 2,208,673 $ 762,809
===============================
Supplemental schedule of cash flow information:
Cash paid for interest $ 134,252 $ 90,392
===============================
The accompanying notes are an integral part of the consolidated financial
statements.
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AMERICAN SUPERCONDUCTOR CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF BUSINESS:
American Superconductor Corporation (the "Company"), which was formed on
April 9, 1987, develops and commercializes high temperature superconducting
("HTS") wire, wire products and systems, including current leads, multistrand
conductors, electromagnetic coils, and electromagnets and subsystems
comprising electromagnetics integrated with appropriate cooling systems. The
focus of the Company's development and commercialization efforts is on
electrical equipment for use by electric utilities and industrial users of
electrical power. For large-scale applications, the Company's development
efforts are focused on power transmission cables, motors, transformers,
generators and fault current limiters. In the area of power quality, the
Company is focused on marketing and selling commercial low temperature
superconducting magnetic energy storage ("SMES") devices, on development and
commercialization of new SMES products, and on development of power
electronic subsystems and engineering services for the power quality
marketplace. The Company operates in one business segment.
The Company derives a substantial portion of its revenue from research and
development contracts. A significant portion of this contract revenue relates
to development contracts with two stockholders, Pirelli Cavi E Sistemi
S.p.A. and Electricite de France.
2. BASIS OF PRESENTATION:
The accompanying consolidated financial statements are unaudited, except for
those dated as of March 31, 1997, and have been prepared in accordance with
generally accepted accounting principles. Certain information and footnote
disclosure normally included in the Company's annual consolidated financial
statements have been condensed or omitted. The interim consolidated financial
statements, in the opinion of management, reflect all adjustments (consisting
of normal recurring accruals) necessary for a fair presentation of the
results for the interim periods ended December 31, 1997 and 1996 and the
financial position at December 31, 1997.
The results of operations for the interim periods are not necessarily
indicative of the results of operations to be expected for the fiscal year.
It is suggested that these interim consolidated financial statements be read
in conjunction with the audited consolidated financial statements for the
year ended March 31, 1997 which are contained in the Company's Current Report
on Form 8-K dated September 5, 1997 covering the year ended March 31, 1997.
On April 8, 1997 the Company completed a transaction (the "Merger") in which
a subsidiary of the Company acquired all the outstanding stock of
Superconductivity, Inc. ("SI"). These consolidated financial statements have
been prepared following the pooling of interests method of accounting and
reflect the combined financial position, operating results and cash flows of
the Company and SI as if they had been combined for all periods presented.
Prior to the merger, SI's fiscal year-end was December 31. Effective with the
merger, SI's fiscal year-end was changed to March 31 to conform with the
Company's fiscal year-end. The March 31, 1997
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AMERICAN SUPERCONDUCTOR CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
2. BASIS OF PRESENTATION - CONTINUED:
Consolidated Balance Sheet combines SI's audited balance sheet at December
31, 1996 with the Company's pre-merger audited balance sheet at March 31,
1997. As a result, SI's cash flow activity for the three months ended March
31, 1997 and 1996 is listed as "Effect of SI's excluded results" on the
Consolidated Statement of Cash Flows to account for the difference in the
beginning cash and cash equivalents between December 31 and March 31 of each
year presented.
On July 31, 1997 the Company completed a transaction in which the Company
acquired all the outstanding stock of Applied Engineering Technologies, Ltd.
("AET"). The transaction has been accounted for under the pooling of
interests method of accounting. Due to the immaterial effect on the
accompanying consolidated financial statements, the prior periods have not
been adjusted to reflect the effect on the combined financial position,
operating results and cash flows of the Company.
Included in "Costs of Revenue" are research and development expenses of
approximately $2,766,000 and $1,756,000 for the three months ended December
31, 1997 and 1996, respectively, and $5,162,000 and $3,931,000 for the nine
months ended December 31, 1997 and 1996, respectively.
Included in other income (expense), net for the three and nine months ended
December 31, 1996 is $670,000 of professional fees incurred by SI relating to
a terminated merger negotiation.
3. DEFERRED CONTRACT COSTS-WARRANTS:
In March of 1996, the Company entered into a strategic alliance with the
Electric Power Research Institute (EPRI). Under this agreement a warrant for
100,000 shares of common stock of the Company was granted and becomes
exercisable over a five-year period following the date of grant. In
connection with the issuance of this warrant, the Company recorded an
increase to additional paid-in capital and a corresponding charge to Deferred
Contract Costs of approximately $637,000 in the first quarter ended June 30,
1996. This amount is being expensed over five years. Warrant expense related
to this transaction was approximately $40,000 for the three months ended
December 31, 1997 and $120,000 for the nine months ended December 31, 1997.
4. NET LOSS PER COMMON SHARE:
Net loss per common share is computed based upon the weighted average number
of common shares outstanding. Common share equivalents are not included in
the dilutive per share calculation as their inclusion would be antidilutive.
5. COST-SHARING AGREEMENTS:
For the nine months ended December 31, 1997, the Company received funding of
$1,198,000 under a government cost-sharing agreement with the Department of
Energy. This funding was used to directly offset research and development and
selling, general and administrative expenses.
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AMERICAN SUPERCONDUCTOR CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS FOR THE
NINE MONTHS ENDED DECEMBER 31, 1997
RESULTS OF OPERATIONS
Revenues during the three months ended December 31, 1997 increased 82% to
$4,893,000 compared to $2,692,000 for the same period in 1996. For the nine
months ended December 31, 1997, revenues increased 43% to $11,384,000 as
compared to $7,980,000 for the same 1996 period. The Company's results for the
prior-year period have been restated to reflect the acquisition of
Superconductivity, Inc. ("SI") on April 8, 1997. The Company's prior-year
results have not been adjusted to reflect the July 31, 1997 acquisition of
Applied Engineering Technologies Ltd. ("AET"), as the effect of this transaction
is not material to the consolidated financial statements.
Third quarter revenues were positively affected by the recognition of $2,400,000
in revenue on the four-year research and development cost reimbursement contract
(the "ABB/EDF agreement") with Electricite de France and ABB. This agreement is
retroactively effective to April 1, 1997, and provides for payments of $800,000
per quarter for the first three quarters of fiscal 1998. As the agreement was
only recently finalized, the $2,400,000 in revenue and associated costs were not
recognized until the third quarter. Revenues for the first nine months of fiscal
year 1998 were also positively affected by new contracts with the Department of
the Navy and the Electric Power Research Institute ("EPRI") as well as SI's
sales of SMES systems in the first and second quarters. Prior year revenues for
the quarter and nine months ended December 31, 1996 included $275,000 and
$825,000 respectively, relating to a research and development contract with Inco
Alloys International which was discontinued on December 31, 1996.
For the three months ended December 31, 1997, the Company also recorded funding
of $394,000 under government cost-sharing agreements. Funding under cost-sharing
agreements for the three months ended December 31, 1996 was $469,000. For the
nine months ended December 31, 1997, funding under government cost-sharing
agreements was $1,198,000 as compared to $1,346,000 for the comparable period in
1996. The Company anticipates that a portion of its funding in the future will
continue to come from cost-sharing agreements as the Company continues to
develop joint programs with government agencies. Funding from government
cost-sharing agreements is recorded as an offset to research and development and
selling, general and administrative expenses, as required by government contract
accounting guidelines, rather than as revenues.
The Company's total operating expenses for the three months ended December 31,
1997 were $8,377,000, compared to $5,578,000 for the same period last year.
Operating expenses for the first nine months of the current fiscal year were
$20,617,000, compared to $17,426,000 for the same period last year.
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AMERICAN SUPERCONDUCTOR CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS FOR THE
NINE MONTHS ENDED DECEMBER 31, 1997
For the third quarter ended December 31, 1997, costs of revenue increased to
$4,705,000 from $2,831,000 for the same period a year earlier. Year-to-date
costs of revenue were $10,511,000 compared to $7,538,000 for the same period
last year. These increases reflect the costs of revenue associated with the
revenue recognized under the ABB/EDF agreement, costs of revenue associated with
SI's sales of SMES systems, and the costs of revenue associated with the Navy
and EPRI contracts.
Research and development ("R&D") expenses increased to $2,929,000 during the
third quarter from $2,198,000 a year earlier. Expenses are up in the quarter due
to higher outside R&D contract spending, a higher number of developmental wire
runs, and higher depreciation. For the first nine months of fiscal year 1998,
R&D expenses were $6,382,000 compared to $6,814,000 for the same period last
year. The decline in net R&D expenses on a year-to-date basis is due to a higher
percentage of R&D expenditures being classified as costs of revenue (rather than
as R&D expenses) as they relate to externally funded development contracts.
These R&D expenditures included in costs of revenue for the three and nine-month
periods ended December 31, 1997 were $2,766,000 and $5,162,000 respectively,
compared to $1,756,000 and $3,931,000 for the same periods last year. In
addition, the R&D amounts offset by cost-sharing funding were $203,000 and
$242,000 for the third quarter of fiscal years 1998 and 1997, respectively. For
the nine months ended December 31, 1997, this amount was $617,000 as compared to
$693,000 for the comparable period in 1996.
Selling, general and administrative ("SG&A") expenses for the quarter December
31, 1997 were $742,000 compared to $549,000 for the same period the prior year.
On a year-to-date basis, selling, general and administrative expenses were
$3,724,000 compared to $3,073,000 for the same period a year earlier. These
increases were primarily due to additional recruiting, legal, consulting, and
marketing expenses incurred to support the overall increase in the Company's
revenues and research and development activities. The SG&A amounts offset by
cost-sharing funding were $191,000 and $227,000 in the third quarter of fiscal
years 1998 and 1997, respectively. For the nine months ended December 31, 1997,
this amount was $580,000 as compared to $653,000 for the comparable period in
1996. In addition, certain SG&A expenditures related to externally funded
development contracts have been classified as costs of revenue (rather than as
SG&A expenses). Such indirect costs included in costs of revenue during the
three and nine month periods ended December 31, 1997 were $1,460,000 and
$2,547,000, respectively. For the three and nine month periods ended December
31, 1996, these costs were $781,000 and $1,606,000, respectively.
Transaction fees of $136,000 through December 31, 1997 reflect certain legal and
accounting fees incurred this fiscal year associated with the acquisitions of SI
on April 8, 1997 ($66,000) and AET on July 31, 1997 ($70,000). Other income
(expense) for the three and nine months ended December 31, 1996 includes
$670,000 incurred by SI relating to a terminated merger negotiation.
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AMERICAN SUPERCONDUCTOR CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS FOR THE
NINE MONTHS ENDED DECEMBER 31, 1997
Interest income was $182,000 in the quarter ended December 31, 1997 compared to
$277,000 for the same period in the previous year. For the nine month periods
ended December 31, 1997 and 1996, interest income was $677,000 and $933,000
respectively. This decrease primarily reflects lower cash balances available for
investment as a result of cash being used to fund the Company's operations,
purchase property and equipment, and pay down SI's liabilities.
Interest expense was $51,000 in the quarter ended December 31, 1997 compared to
$102,000 for the same period in the previous year. For the nine month periods
ended December 31, 1997 and 1996, interest expense was $188,000 and $281,000
respectively. This decrease primarily reflects the Company's retirement of
certain SI bank debts and liabilities.
The Company expects to continue to incur operating losses for the next few
years, as it continues to devote significant financial resources to its research
and development activities and commercialization efforts.
The Company expects to be party to agreements which, from time to time, may
result in costs incurred exceeding expected revenues under such contracts. The
Company may enter into such agreements for a variety of reasons including, but
not limited to, entering new product application areas, furthering the
development of key technologies, and advancing the demonstration of commercial
prototypes in critical market applications.
Please refer to the "Future Operating Results" section of the Management's
Discussion and Analysis of Financial Condition and Results of Operations
included in the Company's current report on Form 8-K dated September 5, 1997
covering the fiscal year ended March 31, 1997 for a discussion of certain
factors that may affect the Company's future results of operations and financial
condition.
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AMERICAN SUPERCONDUCTOR CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS FOR THE
NINE MONTHS ENDED DECEMBER 31, 1997
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1997, the Company had cash, cash equivalents and long-term
marketable securities of $9,717,000 compared to $16,031,000 at March 31, 1997.
Principal uses of cash during the nine months ended December 31, 1997 were the
funding of the Company's operations and the acquisition of capital equipment,
primarily for research and development and manufacturing. In addition,
approximately $4,400,000 was used to pay the investment banking and legal fees
associated with the Company's April 8, 1997 acquisition of SI and the retirement
of various SI liabilities. This decrease in cash was partially offset by a
$10,000,000 equity investment in the Company on April 7, 1997 by a subsidiary of
Electricite de France.
The Company believes that several years of further development will be necessary
before HTS wires and related products are available in significant quantities
for commercial power applications. Management believes that revenues from
funded development contracts and the sale of prototypes and its cash, cash
equivalents and long-term marketable securities and interest thereon should
provide a significant portion of the funding to meet the Company's cash
requirements for its planned operations for the next year, including the needs
of the Company's recently-acquired businesses (SI and AET). The Company is
currently considering various alternatives for funding future working capital
needs.
To date, inflation has not had a material impact on the Company's financial
results.
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AMERICAN SUPERCONDUCTOR CORPORATION
PART II
OTHER INFORMATION
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Item 1. LEGAL PROCEEDINGS
None
Item 2. CHANGES IN SECURITIES
None
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 27.1 Financial Data Schedule
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13
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.
AMERICAN SUPERCONDUCTOR CORPORATION
February 13, 1997 /s/ Gregory J. Yurek
- -------------------------------- ------------------------------------
Date Gregory J. Yurek
Chairman of the Board, President and
Chief Executive Officer
February 13, 1997 /s/ Thomas M. Rosa
- -------------------------------- ------------------------------------
Date Thomas M. Rosa
Corporate Controller
(chief accounting officer)
13
5
1,000
U.S. DOLLARS
3-MOS
MAR-31-1998
OCT-01-1997
DEC-31-1997
1
2,209
7,508
4,668
0
3,233
10,958
14,034
(10,460)
22,459
3,359
0
0
0
117
15,841
22,459
698
4,893
550
4,705
3,672
0
51
(3,377)
0
(3,377)
0
0
0
(3,377)
(0.29)
0
