-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, gbugsHvs8NJIu66jW16pnhhl+zcb5YIqM9Oq4mXRc8JSibWDn8Y0tXup7RLO+NiX N9QHaGJqfw/RrlkTTxCNSw== 0000278041-94-000016.txt : 19940817 0000278041-94-000016.hdr.sgml : 19940817 ACCESSION NUMBER: 0000278041-94-000016 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19940812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL SHIPHOLDING CORP CENTRAL INDEX KEY: 0000278041 STANDARD INDUSTRIAL CLASSIFICATION: 4412 IRS NUMBER: 362989662 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10852 FILM NUMBER: 94543217 BUSINESS ADDRESS: STREET 1: 650 POYDRAS ST STE 1700 CITY: NEW ORLEANS STATE: LA ZIP: 70130 BUSINESS PHONE: 5045295461 10-Q 1 SECOND QUARTER 1994 FORM 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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 2-63322 INTERNATIONAL SHIPHOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 36-2989662 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 650 Poydras Street New Orleans, Louisiana 70130 (Address of principal executive offices) (Zip Code) (504) 529-5461 (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. Common Stock $ 1 Par Value 5,346,611 shares (June 30, 1994) 2 PART I - FINANCIAL INFORMATION INTERNATIONAL SHIPHOLDING CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in Thousands) (Unaudited)
June 30, December 31, 1994 1993 ASSETS _______ ____________ Current Assets: Cash and Cash Equivalents $25,906 $13,492 Marketable Securities 12,346 19,278 Accounts Receivable, Net 40,156 46,134 Net Investment in Direct Financing Leases 2,223 2,257 Current Deferred Income Taxes 1,501 1,955 Other Current Assets 2,022 6,666 Material and Supplies Inventory, At Cost 8,502 7,853 _______ _______ Total Current Assets 92,656 97,635 _______ _______ Investments In and Advances to Unconsolidated Entities 34,423 34,905 _______ _______ Net Investment in Direct Financing Leases 27,674 28,775 _______ _______ Vessels, Property and Other Equipment, At Cost: Vessels and Barges 464,248 432,429 Other Marine Equipment 4,012 3,842 Terminal Facilities 17,875 17,521 Land 2,317 2,317 Furniture and Equipment 11,920 9,676 _______ _______ 500,372 465,785 Less - Accumulated Depreciation (202,734) (189,924) _________ ________ 297,638 275,861 _________ ________ Other Assets: Deferred Charges in Process of Amortization 35,503 41,992 Acquired Contract Costs, Net of Accumulated Amortization 25,410 26,781 Due from Related Parties, Net of Allowance for Doubtful Accounts 6,038 4,360 Other 11,509 12,929 _______ _______ 78,460 86,062 _______ _______ $530,851 $523,238 ======== ======== The accompanying notes are an integral part of these statements.
3 INTERNATIONAL SHIPHOLDING CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in Thousands) (Unaudited) CAPTION> June 30, December 31, 1994 1993 LIABILITIES AND STOCKHOLDERS' ________ ____________ INVESTMENT Current Liabilities: Current Maturities of Long-Term Debt $ 25,726 $ 25,879 Current Maturities of Capital Lease Obligations 9,474 5,000 Accounts Payable and Accrued Liabilities 47,157 49,447 Current Liabilities to be Refinanced (5,565) (340) _________ ________ Total Current Liabilities 76,792 79,986 _________ ________ Current Liabilities to be Refinanced 5,565 340 _________ ________ Billings in Excess of Income Earned and Expenses Incurred 2,059 4,133 _________ ________ Long-Term Capital Lease Obligations, Less Current Maturities 21,342 27,020 _________ ________ Long-Term Debt, Less Current Maturities 220,618 213,112 _________ ________ Reserves and Deferred Credits: Deferred Income Taxes 39,855 40,151 Claims and Other 25,014 23,999 _________ ________ 64,869 64,150 _________ ________ Stockholders' Investment: Common Stock 5,405 5,405 Additional Paid-in Capital 54,450 54,450 Retained Earnings 81,079 75,775 Less - Shares of Common Stock in Treasury, at Cost (1,133) (1,133) Net Unrealized Holding Loss on Marketable Securities (195) -- _________ _________ 139,606 134,497 _________ _________ $530,851 $523,238 ========= ========= The accompanying notes are an integral part of these statements.
4 INTERNATIONAL SHIPHOLDING CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Dollars in Thousands Except Per Share Data) (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, 1994 1993 1994 1993 ____ ____ ____ ____ Revenues $83,490 $84,387 $161,933 $163,785 Operating Differential Subsidy 5,658 5,456 10,576 10,055 _______ _______ ________ ________ 89,148 89,843 172,509 173,840 _______ _______ ________ ________ Operating Expenses: Voyage Expenses 68,535 66,670 130,723 129,140 Vessel and Barge Depreciation 6,123 5,953 12,230 11,749 _______ _______ ________ ________ Gross Voyage Profit 14,490 17,220 29,556 32,951 _______ _______ ________ ________ Administrative and General Expenses 6,748 7,043 13,368 13,363 Gain on Sale of Assets - 87 7 87 _______ _______ ________ ________ Operating Income 7,742 10,264 16,195 19,675 _______ _______ ________ ________ Interest: Interest Expense 5,055 4,868 10,394 9,802 Investment Income (1,018) (195) (1,474) (393) _______ _______ ________ ________ 4,037 4,673 8,920 9,409 _______ _______ ________ ________ Unconsolidated Entities (Net of Applicable Taxes): Equity in Net Income (Loss) of Unconsolidated Entities 144 (277) 286 (2,246) Gain on Sale of Equity Interests -- -- -- 900 (Allowance) for Doubtful Accounts 900 -- 900 (900) ________ _______ _______ _______ 1,044 (277) 1,186 (2,246) Income Before Provision for Income Taxes and Extraordinary Loss 4,749 5,314 8,461 8,020 ________ ________ ________ ________ Provision for Income Taxes: Current 904 732 2,723 1,917 Deferred 365 1,112 (207) 1,536 State 89 286 107 327 ________ ________ ________ ________ 1,358 2,130 2,623 3,780 ________ ________ ________ ________ Income Before Extraordinary Loss $3,391 $3,184 $5,838 $4,240 Extraordinary Loss (Net of Income Tax Benefit of $878) -- (1,703) -- (1,703) ________ ________ ________ ________ Net Income $3,391 $1,481 $5,838 $2,537 ======== ======== ======== ======== Less: Preferred Stock Dividends -- 359 -- 714 Accretion of Discount on Preferred Stock -- 64 -- 127 ________ ________ ________ ________ Net Income Applicable to Common and Common Equivalent Shares $3,391 $1,058 $5,838 $1,696 ======== ======== ======== ======== Earnings Per Share: Income Before Extraordinary Loss $ 0.63 $ 0.54 $ 1.09 $ 0.66 Extraordinary Loss -- (0.33) -- (0.33) ________ ________ _______ ________ Net Income $ 0.63 $ 0.21 $ 1.09 $ 0.33 ======== ======== ======= ======== Common and Common Equivalent Shares 5,346,611 5,148,430 5,346,611 5,142,203 The accompanying notes are an integral part of these statements.
5 INTERNATIONAL SHIPHOLDING CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' INVESTMENT (Dollars in Thousands) (Unaudited)
Net Additional Unrealized Common Paid-In Retained Treasury Holding Stock Capital Earnings Stock Loss Total ________ __________ ________ ________ _________ ________ Balance at December 31,1992 $4,978 $48,216 $71,943 $(1,133) $ -- $124,004 Net Income for Year Ended December 31, 1993 5,929 5,929 Preferred Stock Dividends (868) (868) Accretion of Discount on Preferred Stock (202) (202) Cash Dividends (1,027) (1,027) Issuance of Stock, 427,500 Shares Pursuant to Exercise of Warrants 427 6,234 6,661 _______ ______ ________ ________ _______ _______ Balance at December 31,1993 $5,405 $54,450 $75,775 $(1,133) $ -- $134,497 Net Income for Six Months Ended June 30, 1994 5,838 5,838 Cash Dividends (534) (534) Unrealized Holding Loss on Marketable Securities, Net of Deferred Taxes (195) (195) ________ _______ _________ ________ _______ ________ Balance at June 30, 1994 $5,405 $54,450 $81,079 $(1,133) $ (195) $139,606 ======== ======= ========= ======== ======= ======== The accompanying notes are an integral part of these statements.
6 INTERNATIONAL SHIPHOLDING CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited)
Six Months Ended June 30, 1994 1993 ______ ______ Cash Flows from Operating Activities: Net Income $ 5,838 $2,537 Adjustment to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation 12,825 12,122 Amortization of Deferred Charges and Other Assets 8,316 9,308 (Benefit) Provision for Deferred Income Taxes (207) 1,536 Equity in Unconsolidated Entities (1,186) 2,246 Gain on Sale of Vessels and Other Property (7) (87) Extraordinary Item -- 1,703 Changes in: Reserve for Claims and Other Deferred Credits 1,015 (8,685) Net Investment in Direct Financing Leases 1,135 1,160 Unearned Income (2,074) (3,333) Other Assets 1,132 4,792 Accounts Receivable 5,978 (5,283) Inventories and Other Current Assets 3,995 (1,055) Accounts Payable and Accrued Liabilities 1,307 12,501 _______ _______ Net Cash Provided by Operating Activities 38,067 29,462 _______ _______ Cash Flows from Investing Activities: Purchase of Vessels and Other Property (33,969) (6,244) Additions to Deferred Charges (3,801) (5,082) Proceeds from Sale of Vessels and Other Property 417 2,552 Proceeds from Short-Term Investments 6,932 -- Investment in and Advances to Unconsolidated Entities 753 1,656 Purchase of LITCO -- (1,606) _______ _______ Net Cash Used by Investing Activities (29,668) (8,724) _______ _______ Cash Flows from Financing Activities: Proceeds from Issuance of Debt and Capital Lease Obligations 21,109 38,248 Reduction of Debt and Capital Lease Obligations (16,560) (52,260) Preferred and Common Stock Dividends Paid (534) (1,206) _______ _______ Net Cash Provided (Used) by Financing Activities 4,015 (15,218) _______ _______ Net Increase in Cash and Cash Equivalents 12,414 5,520 Cash and Cash Equivalents at Beginning of Period 13,492 30,879 _______ _______ Cash and Cash Equivalents at End of Period $25,906 $36,399 ======== ======= The accompanying notes are an integral part of these statements.
7 INTERNATIONAL SHIPHOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS JUNE 30, 1994 (Unaudited) Note 1. Basis of Preparation The accompanying unaudited interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures required by generally accepted accounting principles for complete financial statements have been omitted. It is suggested that these interim statements be read in conjunction with the financial statements and notes thereto included in the Form 10-K of International Shipholding Corporation for the year ended December 31, 1993. Certain reclassifications have been made to prior period financial information in order to conform to current year presentations. Interim statements are subject to possible adjustments in connection with the annual audit of the Company's accounts for the full year 1994; in the opinion of management, all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the information shown have been included. The foregoing 1994 interim results are not necessarily indicative of the results of operations for the full year 1994. The Company's policy is to consolidate all subsidiaries in which it holds a greater than 50% voting interest. All significant intercompany accounts and transactions have been eliminated. The Company uses the cost method to account for investments in entities in which it holds less than a 20% voting interest and in which the Company cannot exercise significant influence over operating and financial activities. The Company uses the equity method to account for investments in entities in which it holds a 20% to 50% voting interest. Certain investments previously accounted for under the equity method are currently accounted for under the cost method as a result of a sale of partial interests as further discussed in the "Results of Operations". 8 INTERNATIONAL SHIPHOLDING CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS ________________________ The Company's vessels are operated under a variety of charters and contracts. The nature of these arrangements is such that, without a material variation in gross voyage profits (total revenues less voyage expenses and vessel and barge depreciation), the revenues and expenses attributable to a vessel deployed under one type of charter or contract can differ substantially from those attributable to the same vessel if deployed under a different type of charter or contract. Accordingly, depending on the mix of charters or contracts in place during a particular accounting period, the Company's revenues and expenses can fluctuate substantially from one period to another even though the number of vessels deployed, the number of voyages completed, the amount of cargo carried and the gross voyage profit derived from the vessels remain relatively constant. As a result, fluctuations in voyage revenues and expenses are not necessarily indicative of trends in profitability, and management believes that gross voyage profit is a more appropriate measure of performance than revenues. Accordingly, the discussion below addresses variations in gross voyage profits rather than variations in revenues. Gross Voyage Profit. Gross voyage profit decreased by 10.3% to $29.6 million in the first six months of 1994 as compared to $33 million for the same period of 1993. Gross voyage profit decreased by 15.9% to $14.5 million in the Second Quarter of 1994 as compared to $17.2 million in the same period in 1993. Contributing to these decreases was lower gross profit generated by the Company's LASH vessels employed in a liner service between ports on the U.S. Gulf/U.S. Atlantic Coast and South Asia (Trade Routes 18 and 17), which resulted from lower freight rates and cargo volume on the East- bound leg of this service. Results for the Company's vessels chartered to the Military Sealift Command ("MSC") decreased in the first half of 1994 as compared to the first half of 1993 due to scheduled reductions in charterhire rates upon the exercise of additional option periods. Partially offsetting these negative effects were improved freight rates and increased volume of westbound cargo in the Company's foreign flag Trans- Atlantic LASH liner service during the first half of 1994 as compared to the first half of 1993. Vessel and barge depreciation expense increased slightly by 4.1% to $12.2 million during the first six months of 1994 as compared to $11.8 million for the comparable period 9 in 1993 due to the amortization of costs associated with the Company's barge refurbishment program, costs associated with vessel upgrade work done on the Amazon and the acquisition in June, 1993 of the remaining 50% ownership interest in a company which operates a LASH barge intermodal terminal located in Memphis, Tennessee. This increased the Company's interest from 50% to 100%. These additions and refurbishment costs also resulted in increased depreciation for the Second Quarter of 1994 as compared to the same period in 1993. Other Income and Expense. Administrative and general expense during the first half of 1994 was consistent with that of the comparable period in 1993. Administrative and general expense decreased by 4.2% to $6.7 million in the second quarter of 1994 from $7 million in the second quarter of 1993. Interest expense increased 6% from $9.8 million in the six months ended June 30, 1993 to $10.4 million during the comparable period of the current year primarily due to interest incurred on the $100 million 9% Senior Unsecured Notes issued in July, 1993. Partially offsetting this increase were lower interest payments on other Company debt as the result of the prepayment of approximately $63.8 million of debt during 1993 from the aforementioned bond issue. The Company's share of earnings from unconsolidated entities increased from a net loss of $2.2 million in the first six months of 1993 to net income of $1.2 million in the first six months of 1994. The loss in the first half of 1993 resulted primarily from the Company's investment in A/S Havtor and A/S Havtor Management, Norwegian companies in which the Company had an interest. During the first quarter of 1993 the Company sold an 18.5% direct interest in A/S Havtor for $7.6 million, of which $2.8 million was received in cash and $4.8 million was received in the form of a promissory note. The transaction reduced the Company's direct interest in A/S Havtor to 14.8% and resulted in a gain before taxes of approximately $1.4 million. A provision for doubtful accounts was recorded in 1993 to reflect the deferral of the gain until receipt of the proceeds from the promissory note, which matures in mid- 1996. In the Second Quarter of 1994, A/S Havtor and associated Norwegian companies merged with a publicly listed company on the Oslo Stock Exchange. This new public company, Havtor A/S, operates mainly Liquified Petroleum Gas (LPG) Carriers. In substitution for the A/S Havtor stock held as collateral under the aforementioned promissory note, the Company will receive shares in the publicly listed Havtor A/S. Due to the liquidity of these shares, deferral of the gain is no longer necessary, therefore in the Second Quarter of 1994 the related allowance was reversed resulting in income after tax of $900,000. Since the Company has no substantive control regarding their operations and holds direct and indirect ownership interests in each that 10 are less than 20%, the investments have been accounted for since April 1, 1993 under the cost method of accounting, which calls for recognition of income only upon the distribution of dividends. Also contributing to the improved results for the non- consolidated entities in 1994 was an additional 11% interest acquired in the first quarter of 1993 in two PROBO vessels increasing the Company's interest to 50%. Improved charterhire rates on these two vessels during the first six months of 1994 as compared to the same period in 1993 also contributed to the improved results in the current period. Income Taxes. During the first half of 1994, the Company provided $2.5 million for federal income taxes at the statutory rate of 35% as compared to a provision of $3.5 million at the statutory rate of 34% in the first half of 1993. The Company provided $1.3 million in the Second Quarter of 1994 at the statutory rate of 35% as compared to $1.8 million in the Second Quarter of 1993 at the statutory rate of 34%. The Company's effective tax rate decreased from 47% in the first six months of 1993 to 31% in the comparable period in 1994. The effective tax rate for the Second Quarter decreased from 40% in 1993 to 29% in 1994. The decrease occurred primarily because losses from unconsolidated entities in 1993 were recorded net of applicable taxes. LIQUIDITY AND CAPITAL RESOURCES _________________________________ The Company's working capital decreased from $17.6 million at December 31, 1993 to $15.8 million at June 30, 1994, after provision for current maturities of long-term debt of $25.7 million and capital lease obligations of $9.5 million. Cash and cash equivalents increased during the first six months of 1994 by $12.4 million to a total of $25.9 million at June 30,1994. Positive cash flows were achieved from operating activities in the first six months of 1994 in the amount of $38 million. The major source of cash from operations was net income, adjusted for non-cash provisions such as depreciation and amortization. Net cash used for investing activities amounted to $29.7 million during the first six months of 1994. Capital investments included $27.5 million for construction costs of a molten sulphur carrier, $1.4 million for the refurbishment of barges, $2.0 million for computer software development and upgrades, $1.4 million for upgrade work on one of the Company's foreign flag vessels and $1.6 million in other miscellaneous items. Also, the Company added $3.8 million of deferred charge items, primarily drydocking and vessel 11 survey expenditures. The Company received approximately $7 million from the liquidation of marketable securities. Net cash provided by financing activities during the first six months of 1994 was $4 million. Included in this total were proceeds in the amount of $21.1 million drawn under an interim financing agreement for the construction of the Company's molten sulphur carrier. These proceeds were offset by regularly scheduled principal payments of $16.6 million for debt and lease obligations. Additionally, $534,000 was used to meet common stock dividend requirements. The Company's molten sulphur carrier is scheduled for delivery at the end of August, 1994. She will be named "SULPHUR ENTERPRISE" and will enter a long-term contract with Freeport-McMoRan Resource Partners ("FRP") carrying molten sulphur between Louisiana and Westcoast Florida, in support of FRP production of agricultural fertilizers. As of June 30, 1994, the Company had paid $42.5 million of the estimated cost of approximately $60.7 million. Of these costs, $27.5 million was paid during the first half of 1994 and the balance was paid during 1993 and 1992. Capitalized interest related to this construction totalled $384,000 for the first half of 1994. Interim construction financing has been arranged through a pool of commercial banks and will be repaid with permanent financing after construction is completed. Draws on the interim loan currently total $29.8 million. The Company has received a commitment from the U.S. Maritime Administration for Title XI guarantee under the Merchant Marine Act of 1936 to cover the permanent financing of 75% of the cost of the vessel. The Company has entered into a long-term contract with P.T. Freeport Indonesia Company (an affiliate of Freeport-McMoRan Copper and Gold, Inc.) to provide transportation services for supplies associated with the operation of a copper and gold mine on the Indonesian Island of Irian Jaya. The Company will acquire or build in a foreign shipyard two semi- submersible barge carrying vessels and 26 cargo barges to be used with the aforementioned vessels. The Company will also acquire one small container vessel in order to fulfill the requirements of the contract which is expected to commence early 1996. The Company anticipates financing a major portion of the cost of the vessel acquisitions through medium- to long- term loans with commercial banks. Two of the U.S. Flag LASH vessels operating in the Company's LASH liner service, "ROBERT E. LEE" and STONEWALL JACKSON", have been operating under leases since their delivery from the builders in 1974. These leases provide the Company with the option to purchase the vessels at the termination of the leases in October, 1994. The Company has notified the lessor of its intent to exercise the option to purchase these vessels for fair market value which was determined by an appraisal panel organized under 12 the terms of the lease. The Company feels that long- term financing can be arranged for the purchase. In the interim, internally generated funds or amounts available under the Company's undrawn lines of credit may be utilized. The Financial Accounting Standards Board issued Statement No. 112, "Employers' Accounting for Postemployment Benefits", during 1992. This statement will be adopted in 1994 and is not expected to have a material effect on the Company's financial position or results of operations. The Financial Accounting Standards Board issued Statement No. 115, "Accounting for Certain Investments in Debt and Equity Securities", during 1993. The Company has adopted this statement during 1994 and it has not had a material effect on the Company's financial position or results of operations. To meet short-term requirements when fluctuations occur in working capital, the Company has available three lines of credit totalling $15 million. At June 30, 1994, these lines were undrawn. The Company has not been notified that it is a potentially responsible party in connection with any environmental matters. At a regular meeting held July 20, 1994, the Board of Directors declared a quarterly dividend of five cents per share of common stock to be paid on September 16, 1994 to its stockholders of record as of September 2, 1994. PART II. - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K _____________________________ (b) No reports on Form 8-K have been filed for the six months ended June 30, 1994. 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. INTERNATIONAL SHIPHOLDING CORPORATION /s/ Gary L. Ferguson __________________________ Gary L. Ferguson Vice President and Chief Financial Officer Date: August 12, 1994 -----END PRIVACY-ENHANCED MESSAGE-----