-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jlg6C42dKZ6QeM+umXXSaNrCwsWPDuTREU8imYdhLJJw6rdYWRXIQaMCPt/4+JPL JopgD7WbrPaHSv5KDd56hQ== 0000950128-97-001077.txt : 19971117 0000950128-97-001077.hdr.sgml : 19971117 ACCESSION NUMBER: 0000950128-97-001077 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDUCATION MANAGEMENT CORPORATION CENTRAL INDEX KEY: 0000880059 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 251119571 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-21363 FILM NUMBER: 97721151 BUSINESS ADDRESS: STREET 1: 300 SIXTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4125620900 MAIL ADDRESS: STREET 1: 300 SIXTH AVE CITY: PITTSBURGH STATE: PA ZIP: 15222 10-Q 1 EDUCATION MANAGEMENT 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 ending: September 30, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-21363 EDUCATION MANAGEMENT CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) PENNSYLVANIA 25-1119571 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 300 SIXTH AVENUE, PITTSBURGH, PENNSYLVANIA 15222 (Address of principal executive offices, including zip code) (412) 562-0900 (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. [X] Yes [ ] No SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK As of September 30, 1997 Common Stock: 14,434,737 Shares 2 INDEX
PART I -- FINANCIAL INFORMATION PAGE Item 1. Financial Statements................................................................................ 3-7 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition....................................................... 8-10 PART II -- OTHER INFORMATION Item 1. Legal Proceedings................................................................................... 11 Item 2. Changes in Securities............................................................................... 11 Item 3. Defaults Upon Senior Securities..................................................................... 11 Item 4. Submission of Matters to a Vote of Security Holders................................................. 11 Item 5. Other Information................................................................................... 11 Item 6. Exhibits and Reports on Form 8-K.................................................................... 11 SIGNATURES........................................................................................................ 12
-2- 3 PART 1 - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS EDUCATION MANAGEMENT CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS)
SEPTEMBER 30, JUNE 30, SEPTEMBER 30, ASSETS 1996 1997 1997 - ------ -------------- -------------- ------------- (unaudited) (unaudited) CURRENT ASSETS: Cash and cash equivalents $ 5,096 $ 32,646 $ 8,793 Restricted cash 1,086 581 586 ------- -------- -------- Total cash and cash equivalents 6,182 33,227 9,379 Receivables: Trade, net of allowances 6,763 8,706 8,516 Notes, advances and other 2,566 1,841 1,616 Inventories 2,080 1,356 2,604 Deferred income taxes 381 1,509 1,509 Other current assets 5,758 2,247 4,477 ------- -------- -------- Total current assets 23,730 48,886 28,101 ------- -------- -------- PROPERTY AND EQUIPMENT, NET 46,497 52,571 52,791 OTHER ASSETS 7,210 6,381 6,142 GOODWILL, NET OF AMORTIZATION 18,358 18,454 18,318 ------- -------- -------- $95,795 $126,292 $105,352 ------- -------- -------- LIABILITIES AND SHAREHOLDERS' INVESTMENT - ---------------------------------------- CURRENT LIABILITIES: Current portion of long-term debt $ 3,814 $ 3,637 $ 3,400 Accounts payable 2,979 6,931 4,185 Accrued liabilities 7,332 9,778 8,130 Advance payments 30,533 15,832 26,826 ------- -------- -------- Total current liabilities 44,658 36,178 42,541 ------- -------- -------- LONG-TERM DEBT, LESS CURRENT PORTION 47,159 30,394 2,679 DEFERRED INCOME TAXES AND OTHER LONG-TERM LIABILITIES 2,488 1,964 1,959 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' INVESTMENT: Capital stock: Series A 10.19%, Convertible Preferred Stock at paid-in value 14,575 - - Common stock, Class A, par value $.0001 per share - - - Common stock, Class B, par value $.0001 per share 1 - - Common stock, par value $.01 per share, 14,434,737 issued and outstanding - 144 144 Warrants outstanding 7,683 - - Additional paid-in capital 20,113 87,893 88,091 Treasury stock, 39,401 shares at cost (359) (354) (354) Stock subscriptions receivable (171) (122) (8) Accumulated deficit (40,352) (29,805) (29,700) TOTAL SHAREHOLDERS' INVESTMENT 1,490 57,756 58,173 ------- -------- -------- $95,795 $126,292 $105,352 ------- -------- --------
The accompanying notes to consolidated financial statements are an integral part of these statements. -3- 4 EDUCATION MANAGEMENT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED SEPTEMBER 30, ------------------------------------ 1996 1997 ------------ ----------- (unaudited) (unaudited) NET REVENUES $33,410 $43,176 COSTS AND EXPENSES: Educational services 24,745 31,684 General and administrative 8,361 10,728 Amortization of intangibles 447 536 ------- ------- 33,553 42,948 ------- ------- INCOME (LOSS) BEFORE INTEREST AND TAXES (143) 228 Interest expense, net 952 47 ------- ------- Income (loss) before income taxes (1,095) 181 PROVISION (CREDIT) FOR INCOME TAXES (460) 76 ------- ------- NET INCOME (LOSS) $ (635) $ 105 ------- ------- NET INCOME (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE: Primary $ (0.15) $ 0.01 ------- -------
The accompanying notes to consolidated financial statements are an integral part of these statements. -4- 5 EDUCATION MANAGEMENT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands)
THREE MONTHS ENDED SEPTEMBER 30, ------------------------------------- 1996 1997 ------------- ------------ (unaudited) (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: NET INCOME (LOSS) $ (635) $ 105 ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH FLOWS FROM OPERATING ACTIVITIES- Depreciation and amortization 2,739 3,361 Vesting of compensatory stock options 375 - Changes in current assets and liabilities- Restricted cash 151 (5) Receivables (1,157) 415 Inventories (809) (1,248) Other current assets (3,123) (2,230) Accounts payable (1,797) (1,720) Accrued liabilities (246) (1,659) Advance payments 19,290 10,994 -------- -------- Total adjustments 15,423 7,908 -------- -------- Net cash flows from operating activities 14,788 8,013 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of subsidiaries (9,553) - Expenditures for property and equipment (2,488) (4,177) Other items, net (1,184) (51) -------- -------- Net cash flows from investing activities (13,225) (4,228) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on debt (14,946) (27,952) Dividends paid to ESOP (83) - Capital stock transactions, net (7,600) 314 -------- -------- Net cash flows from financing activities (22,629) (27,638) -------- -------- NET CHANGE IN CASH AND CASH EQUIVALENTS (21,066) (23,853) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 26,162 32,646 -------- -------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,096 $ 8,793 -------- -------- SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ 1,028 $ 221 Income taxes 111 1,129
The accompanying notes to consolidated financial statements are an integral part of these statements. -5- 6 EDUCATION MANAGEMENT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. The interim consolidated financial statements consist of the accounts of Education Management Corporation (the "Company") and its wholly owned subsidiaries, which include The Art Institutes International ("AII"), The New York Restaurant School ("NYRS"), The National Center for Paralegal Training ("NCPT") and The National Center for Professional Development ("NCPD"). The Company's schools offer associate's and bachelor's degree programs and non-degree programs in the areas of design, media arts, culinary arts, fashion and professional development. The Company has provided career-oriented education programs for 35 years. Unless otherwise noted, references to the years 1997 and 1998 refer to the periods ended September 30, 1996 and 1997, respectively. 2. The results of operations for the three months ended September 30, 1996 and 1997 are not necessarily indicative of the results to be expected for the entire fiscal year. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended June 30, 1997 included in the Company's Annual Report on Form 10-K as filed with the Securities and Exchange Commission. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures for complete financial statements. This financial information reflects all adjustments, consisting only of normal recurring adjustments, that are, in the opinion of management, necessary to present fairly the financial condition and results of operations for the interim periods presented. First quarter fiscal year 1997 and 1998 interim financial information was reviewed by Arthur Andersen LLP as set forth in their report included in this document. 3. In November 1996, the Company completed an initial public offering (the "Offering") of 5,073,600 shares of its Common Stock, $.01 par value (the "Common Stock"). Upon the closing of the Offering, the right of the holders of the Company's equity securities to require the Company under certain circumstances, the Company to repurchase such securities expired. Accordingly the term "redeemable" that appeared on the September 30, 1996 balance sheet with respect to shareholders' investment has been eliminated. For 1997, the weighted average number of common shares and common equivalent shares does not include the exercise of any stock options or warrants or the conversion of any shares of Series A 10.19% Convertible Preferred Stock, $.0001 par value (the "Series A Preferred Stock"), as the effect would have been antidilutive. For 1997, the net loss allocable to common shareholders was increased by the dividends on the Series A Preferred Stock in the computation of earnings per share. However, dividends accrued but not payable reflected in the net loss applicable to common shareholders were not paid because the Series A Preferred Stock was converted into Common Stock immediately prior to the consummation of the Offering. As of September 30, 1997 and 1996, the Company's authorized and outstanding capital stock was as follows:
1998 AUTHORIZED OUTSTANDING ---- ---------- ----------- Preferred Stock.......................................................10,000,000 - Common Stock..........................................................60,000,000 14,434,737
1997 AUTHORIZED OUTSTANDING ---- ---------- ----------- Series A Preferred Stock...............................................1,000,000 145,750 Class A Stock.........................................................25,000,000 1,842,802 Class B Stock.........................................................17,000,000 5,064,315
-6- 7 4. Effective August 1, 1996, the Company acquired certain net assets of NYRS for $9.5 million in cash. The Company acquired principally current assets net of specified current liabilities, property and equipment, student enrollment agreements, curriculum and trade names. The excess of the purchase price over the fair value of the assets acquired has been assigned to goodwill. This transaction was accounted for as a purchase. On January 30, 1997, the Company acquired the assets of Lowthian College, located in Minneapolis, Minnesota, for $200,000 in cash and approximately $200,000 of assumed liabilities. The Company acquired principally accounts receivable, equipment and student enrollment agreements. The excess of the purchase price over the fair value of the assets acquired has been assigned to goodwill. The school was renamed The Art Institute of Minnesota. This transaction was accounted for as a purchase. In March 1997, the Company's newest school, The Art Institute of Los Angeles ("AILA"), became licensed in the state of California. Coincident with receiving that license, AILA began student recruiting and school startup activities. Classes commenced at AILA in October 1997. All costs associated with AILA's startup have been expensed as incurred and are reflected in the results of operations. 5. Reconciliation of net income available for common shareholders:
(Dollars and shares in thousands) THREE MONTHS ENDED SEPTEMBER 30 ---------------------- 1996 1997 Net income (loss) $(635) $105 Dividends paid on Series A Preferred Stock (83) - Redemption premium on Series A Preferred Stock (107) - Dividends accrued, but not payable, on Series A Preferred Stock (223) ------- ------ - Net income (loss) available to common shareholders $(1,048) $105 ------- ------ Weighted average shares 6,922 14,855
6. On October 8, 1997, the Company filed a registration statement on Form S-1 with the Securities and Exchange Commission for the proposed public offering of shares of Common Stock by certain principal shareholders. Pursuant to a prospectus dated November 10, 1997, those principal shareholders are offering 2,833,409 shares of Common Stock and will reimburse the Company for all out-of-pocket expenses related to this offering. The Company will not receive any proceeds from this offering. In addition, the selling shareholders have granted the underwriters an option to purchase an additional 283,481 shares to cover over-allotments, if any. 7. On August 9, 1996 the Company redeemed 75,000 shares of Series A Preferred Stock from the Education Management Corporation Employee Stock Ownership Plan and Trust (the "ESOP") at $101.43 per share, plus accrued and unpaid dividends. The redemption was funded through borrowings of $7.6 million under the revolving credit agreement. -7- 8 PART I - FINANCIAL INFORMATION ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following discussion of the Company's results of operations and financial condition should be read in conjunction with the interim unaudited consolidated financial statements of the Company and the notes thereto. RESULTS OF OPERATIONS For the 3 months ended September 30, 1997 compared to the 3 months ended September 30, 1996: Net revenues increased by 29.2 % to $43.2 million in 1998 from $33.4 million in 1997 due primarily to a 21.9% increase in student enrollments at Company-owned schools, accompanied by an average 5.5% tuition price increase at Company-owned schools in the second fiscal quarter of 1997. Total student enrollment at the Company's schools increased from 11,303 in 1997 to 13,775 in 1998, including growth of approximately 14.4% at the schools that have been operated by the Company for 24 months or more. The New York Restaurant School ("NYRS") was acquired in August 1996 and Lowthian College in Minneapolis, Minnesota was acquired in January 1997and renamed The Art Institute of Minnesota ("AIM"). The Art Institute of Los Angeles ("AILA") commenced classes in October, 1997. Educational services expense increased by $7.0 million, or 28.3%, to $31.7 million in 1998 from $24.7 million in 1997. The increase was primarily the result of the additional costs required to service higher student enrollments at The Art Institutes, the addition of AIM and AILA, and normal cost increases for wages, supplies expense and other services. Educational services expense in the first quarter of fiscal 1998 was 73.4% of net revenues, compared to 74.1% in the same period last year. This reduction is the result of greater efficiency at the schools owned prior to 1997. Educational services expense as a percentage of revenue for new schools, such as AILA and AIM, is significantly higher than the overall consolidated percentage. General and administrative expense increased by $2.3 million, or 27.4%, to $10.7 million in 1998 from $8.4 million in 1997 primarily because of higher marketing and student admissions expense, including the addition of approximately $0.4 million of such expenses at AIM and AILA, and normal cost increases for wages and media advertising. General and administrative expense as a percent of net revenues decreased slightly to 24.8% in the first quarter of fiscal 1998, compared to 25.0% in the same period last year. Amortization of intangibles increased by 19.9%, to $536,000 in 1998 from $447,000 in 1997. The increase in amortization expense primarily resulted from the inclusion of NYRS for a full three months of operations in 1998 compared to two months in 1997, and the acquisition of AIM. Net interest expense decreased to $47,000 in 1998 from $952,000 in 1997. The lower interest expense was primarily attributable to a decrease in the average outstanding indebtedness from $49.3 million in 1997 to $6.8 million in 1998. In 1997, the Company had average outstanding indebtedness under its revolving credit agreement of $39.0 million compared to $301,000 in 1998. This indebtedness was repaid with proceeds from the Offering in November 1996. The outstanding debt of the Company at September 30, 1997 consisted entirely of capitalized lease obligations. The Company's effective tax rate has remained constant at 42.0% in 1998 compared to 1997. Net income for the quarter increased to $105,000 in 1998 compared to a net loss of $635,000 in 1997. This improvement is the result of increased revenues, improved operating efficiencies and lower net interest expense. -8- 9 SEASONALITY AND OTHER FACTORS AFFECTING QUARTERLY RESULTS The Company's quarterly revenues and income fluctuate primarily as a result of the pattern of student enrollments. The Company experiences a seasonal increase in new enrollments in the fall (fiscal year second quarter), which is traditionally when the largest number of new high school graduates begin postsecondary education. Some students choose not to attend classes during summer months, although The Art Institutes and NYRS encourage year-round attendance. As a result, total student enrollments at the Company's schools are highest in the fall quarter and lowest in the summer months (fiscal year first quarter). The Company's costs and expenses, however, do not fluctuate as significantly as revenues on a quarterly basis. Historically, the Company's profitability has been lowest (often resulting in losses) in its fiscal first quarter ending September 30 due to lower revenues combined with expenses incurred in preparation for the peak enrollments in the fall quarter. LIQUIDITY AND CAPITAL RESOURCES The Company generated positive cash flow from operating activities for the three months ended September 30, 1996 and 1997, respectively. Cash flow from operations was $14.8 million and $8.0 million for 1997 and 1998, respectively. Lower cash flow from operations in 1998 was the result of a decrease in advance tuition payments related to the later fall quarter start at The Art Institutes. The fall quarter began October 6 this year compared to October 1 last year. The Company had a $14.4 million working capital deficit as of September 30, 1997 as compared to $12.7 million of working capital as of June 30, 1997. The decrease in working capital was due primarily to $28.0 million in debt repayments under its revolving credit agreement and capitalized leases. Trade accounts receivable have increased slightly by $100,000 from June 30, 1997. Effective October 13, 1995, the Company and its lenders amended its revolving credit agreement in order to increase the amount of the facility thereunder to $70.0 million and to extend its term to October 13, 2000. Borrowings under the revolving credit agreement bear interest at one of three rates set forth in the revolving credit agreement at the election of the Company. This facility is reduced by outstanding letters of credit. As of September 30, 1997, the Company was in compliance with all covenants and had $69.5 million of borrowing capacity available under the revolving credit agreement. In accordance with the terms of that agreement, the facility was reduced to $65 million on October 13, 1997. Borrowings under the revolving credit agreement are used by the Company primarily to fund its capital investment program, finance acquisitions and meet working capital needs. The pattern of cash receipts is seasonal throughout the year. The level of accounts receivable reaches a peak immediately after the billing of tuition and fees at the beginning of each academic quarter. Collection of these receivables is heaviest at the start of each academic quarter. The Company believes that cash flow from operations, supplemented from time to time by borrowings under its revolving credit agreement, will provide adequate funds for ongoing operations, planned expansion of new locations, planned capital expenditures and debt service during the term of the revolving credit agreement. The Company's capital expenditures were $2.5 million and $4.2 million for the three months ended September 30, 1996 and 1997, respectively. The Company anticipates increased capital spending for 1998, principally related to the introduction and expansion of culinary and other programs, continued investment in schools acquired or opened during 1997 and 1998 and additional investment in classroom technology. The Company leases nearly all of its facilities. Future commitments on existing leases will be paid from cash provided by operating activities. -9- 10 CHANGES IN ACCOUNTING STANDARDS In February 1997, the Financial Accounting Standards Board issued Financial Accounting Standard #128 ("FAS #128"). FAS #128 changes the methodology of calculating earning per share ("EPS") and renames the two calculations, Basic (currently primary) and Diluted (currently fully diluted) Earnings per Share. The calculations differ by eliminating any common stock equivalents (such as stock options, warrants and convertible preferred stock) from Basic Earnings per Share and changes certain calculations when computing Diluted Earnings per Share. FAS #128 is effective for reporting periods ending after December 15, 1997; early adoption is prohibited. However, if FAS #128 were in effect, the new EPS calculations would be as follows:
THREE MONTHS ENDED SEPTEMBER 30, ---------------------------- 1996 1997 ---- ---- NET INCOME (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE: Basic $(.15) $.01 ------ ---- Diluted $(.15) $.01 ------ ---- WEIGHTED AVERAGE SHARES OUTSTANDING (IN 000'S) Basic 6,922 14,429 ----- ------ Diluted 6,922 14,855 ----- ------
-10- 11 PART II -- OTHER INFORMATION Item 1. Legal Proceedings Not Applicable Item 2. Changes in Securities Not Applicable Item 3. Defaults Upon Senior Securities Not Applicable Item 4. Submission of Matters to a Vote of Security Holders Not Applicable Item 5. Other Information Not Applicable Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: (15) Report of Independent Public Accountants (27) Financial Data Schedules (b) Reports on Form 8-K No reports on Form 8-K were filed for the three months ended September 30, 1997 -11- 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. EDUCATION MANAGEMENT CORPORATION (Registrant) Date: /s/ ROBERT B. KNUTSON --------------------- Robert B. Knutson Chairman and Chief Executive Officer /s/ ROBERT T. MCDOWELL ---------------------- Robert T. McDowell Senior Vice President and Chief Financial Officer -12- EX-15 2 EDUCATION MANAGEMENT 1 Exhibit 15 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Education Management Corporation and Subsidiaries: We have reviewed the accompanying consolidated balance sheet of Education Management Corporation (a Pennsylvania corporation) and Subsidiaries as of September 30, 1997, and the related consolidated statements of income and cash flows for the three-month period then ended. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with generally accepted accounting principles. /s/ ARTHUR ANDERSEN LLP Pittsburgh, Pennsylvania, October 14, 1997 EX-27 3 EDUCATION MANAGEMENT
5 1,000 3-MOS JUN-30-1998 JUL-01-1997 SEP-30-1997 9,379 0 16,234 (7,718) 2,604 28,101 102,971 (50,180) 105,352 42,541 6,079 0 0 144 58,029 105,352 43,176 43,176 31,684 42,948 0 0 47 181 76 105 0 0 0 105 .01 .01
-----END PRIVACY-ENHANCED MESSAGE-----