-----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, GNX8Yff6b1g154BkSvHW6NG7k5o3D737NsVj6oPl+Oobx9KvKknaihGUAVhKxlHI TT/mHIgRJj/XHGx8Pn2uLA== /in/edgar/work/0000950124-00-006132/0000950124-00-006132.txt : 20001020 0000950124-00-006132.hdr.sgml : 20001020 ACCESSION NUMBER: 0000950124-00-006132 CONFORMED SUBMISSION TYPE: 10-QT PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20001019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL FOODS CORP CENTRAL INDEX KEY: 0000310142 STANDARD INDUSTRIAL CLASSIFICATION: [2080 ] IRS NUMBER: 390561070 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-QT SEC ACT: SEC FILE NUMBER: 001-07626 FILM NUMBER: 742466 BUSINESS ADDRESS: STREET 1: 433 EAST MICHIGAN ST CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142716755 MAIL ADDRESS: STREET 1: PO BOX 737 CITY: MILWAUKEE STATE: WI ZIP: 53201 10-QT 1 c57957e10-qt.txt TRANSITION REPORT 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) / / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: OR /X/ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from October 1, 1999 to December 31, 1999 ------------------------------------- Commission file number: 1-7626 ------ UNIVERSAL FOODS CORPORATION ---------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Wisconsin 39-0561070 - ------------------------------- ------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202-5304 ----------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (414) 271-6755 -------------- SEPTEMBER 30, 1999 - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) 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 such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for at least 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. Class Outstanding at September 30, 2000 - -------------------------------------------- --------------------------------- Common Stock, par value $0.10 per share 48,192,086 shares ================================================================================ 2 CONFORMED ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) / / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: OR /X/ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from October 1, 1999 to December 31, 1999 ------------------------------------- Commission file number: 1-7626 ------ UNIVERSAL FOODS CORPORATION ---------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Wisconsin 39-0561070 - ------------------------------- ------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202-5304 ----------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (414) 271-6755 -------------- SEPTEMBER 30, 1999 - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) 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 such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for at least 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. Class Outstanding at September 30, 2000 - ------------------------------------------ --------------------------------- Common Stock, par value $0.10 per share 48,192,086 shares ================================================================================ 3 UNIVERSAL FOODS CORPORATION INDEX
Page No. -------- PART I. FINANCIAL INFORMATION: Item 1. Financial Statements: Consolidated Condensed Balance Sheets - December 31, 1999 and September 30, 1999. 1 Consolidated Condensed Statements of Earnings - Three Months Ended December 31, 1999 and 1998. 2 Consolidated Condensed Statements of Cash Flows - Three Months Ended December 31, 1999 and 1998. 3 Notes to Consolidated Condensed Financial Statements. 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 7 Item 3. Quantitative and Qualitative Disclosures About Market Risk. 9 PART II. OTHER INFORMATION: Item 4. Submission of Matters to a Vote of Security Holders. 10 Item 6. Exhibits and Reports on Form 8-K. 11 SIGNATURES. 12 EXHIBIT INDEX. 13
4 PART I FINANCIAL INFORMATION 5 UNIVERSAL FOODS CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands) (Unaudited)
December 31, September 30, ASSETS 1999 1999 ------ --------------- -------------- CURRENT ASSETS: Cash and cash equivalents $ 114 $ 4,645 Trade accounts receivable 139,120 143,435 Inventories 229,203 217,217 Prepaid expenses and other current assets 37,236 39,273 ------------ ----------- TOTAL CURRENT ASSETS 405,673 404,570 INVESTMENTS AND OTHER ASSETS 70,571 69,521 INTANGIBLES 271,065 278,309 PROPERTY, PLANT AND EQUIPMENT: Cost: Land and buildings 173,537 172,656 Machinery and equipment 508,127 509,107 ------------ ----------- 681,664 681,763 ------------ ----------- Less accumulated depreciation 297,260 291,455 ------------ ----------- 384,404 390,308 ------------ ----------- TOTAL ASSETS $ 1,131,713 $ 1,142,708 ============ =========== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Short-term borrowings $ 77,995 $ 51,464 Accounts payable and accrued expenses 111,536 140,119 Salaries, wages and withholdings from employees 14,321 16,777 Income taxes 24,368 23,849 Current maturities of long-term debt 9,495 9,484 ------------ ----------- TOTAL CURRENT LIABILITIES 237,715 241,693 DEFERRED INCOME TAXES 27,513 28,446 OTHER DEFERRED LIABILITIES 20,670 20,912 ACCRUED EMPLOYEE AND RETIREE BENEFITS 34,565 34,678 LONG-TERM DEBT 380,378 385,397 SHAREHOLDERS' EQUITY: Common stock 5,396 5,396 Additional paid-in capital 74,279 74,524 Earnings reinvested in the business 482,080 470,253 ------------ ----------- 561,755 550,173 Less: Treasury stock, at cost 81,046 71,309 Accumulated other comprehensive income 47,966 45,278 Other 1,871 2,004 ------------ ----------- TOTAL SHAREHOLDERS' EQUITY 430,872 431,582 ------------ ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,131,713 $ 1,142,708 ============ ===========
See accompanying notes to consolidated condensed financial statements. -1- 6 UNIVERSAL FOODS CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (In Thousands Except Per Share Amounts) (Unaudited)
Three Months Ended December 31 ---------------------------------------- 1999 1998 ---- ---- Revenue $ 198,693 $ 178,202 Cost of products sold 132,138 121,037 Selling and administrative expenses 38,648 34,050 ----------- ---------- Operating income 27,907 23,115 Interest expense 7,149 5,757 ----------- ---------- Earnings before income taxes 20,758 17,358 Income taxes 6,634 5,501 ----------- ---------- Earnings from continuing operations 14,124 11,857 Earnings from discontinued operations 4,373 5,018 ----------- ---------- Net earnings $ 18,497 $ 16,875 =========== ========== Average number of common shares outstanding: Basic 50,091 51,033 ====== ====== Diluted 50,462 51,732 ====== ====== Earnings per common share: Continuing Operations: Basic $.28 $.23 ==== ==== Diluted $.28 $.23 ==== ==== Net Earnings: Basic $.37 $.33 ==== ==== Diluted $.37 $.33 ==== ==== Dividends per common share $.1325 $.1325 ====== ======
See accompanying notes to consolidated condensed financial statements. -2- 7 UNIVERSAL FOODS CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
Three Months Ended December 31 --------------------------------- 1999 1998 ---- ---- Net cash (used in) provided by operating activities $ (5,162) $ 14,254 Cash flows from investing activities: Acquisition of property, plant and equipment (10,350) (11,243) Other items, net (510) 172 ---------- --------- Net cash used in investing activities (10,860) (11,071) Cash flows from financing activities: Proceeds from additional borrowings 30,461 6,974 Reduction in debt (3,511) (535) Purchase of treasury stock (12,575) (6,415) Dividends (6,670) (6,769) Proceeds from options exercised and other 3,792 2,240 --------- --------- Net cash provided by (used in) financing activities 11,497 (4,505) Effect of exchange rate changes on cash and cash equivalents (6) 98 ---------- --------- Net decrease in cash and cash equivalents (4,531) (1,224) Cash and cash equivalents at beginning of period 4,645 1,632 --------- --------- Cash and cash equivalents at end of period $ 114 $ 408 ========= ========= Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 11,277 $ 7,287 Income taxes 6,317 4,984
See accompanying notes to consolidated condensed financial statements. -3- 8 UNIVERSAL FOODS CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. In the opinion of Universal Foods Corporation (the "Company"), the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of the Company as of December 31, 1999 and September 30, 1999 and the results of operations and cash flows for the three month periods ended December 31, 1999 and 1998. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full fiscal year. 2. Refer to the footnotes in the Company's annual financial statements for the year ended September 30, 1999, for a description of the accounting policies, which have been continued without change, and additional details of the Company's financial condition. The details in those notes have not changed except for the change in reporting a discontinued operation as discussed in Note 5, or as a result of normal transactions in the interim. 3. Expenses are charged to operations in the year incurred. However, for interim reporting purposes, certain of these expenses are charged to operations based on an estimate rather than as expenses are actually incurred. 4. On September 7, 2000, the Company's Board of Directors approved a change of the Company's fiscal year end from September 30 to December 31. The first annual period to be reported on the new fiscal year end will be the twelve months ending December 31, 2000. This change will result in the reporting of financial results that will compare more directly with other business-to-business companies that serve the same customer base. This filing contains the results of the transition period from October 1, 1999 through December 31, 1999. 5. In June 2000, the Company's Board of Directors approved a plan to dispose of the operations of its Yeast business. Accordingly, the operating results of the Yeast business have been reported separately from continuing operations and reported as a separate line item on the statements of earnings. The Company has also restated its prior statements of earnings to present the earnings of the Yeast division as a discontinued operation. The Company anticipates that the sale of the Yeast division will result in a gain. Operating results from discontinued operations are as follows (in thousands):
Three Months Ended December 31 ----------------- 1999 1998 ---- ---- Revenue $ 36,190 $ 39,333 Earnings before income taxes 7,054 8,094 Income taxes 2,681 3,076 --------- --------- Earnings from discontinued operations $ 4,373 $ 5,018 ========= ========= Earnings per common share: Basic $ .09 $ .10 ========= ========= Diluted $ .09 $ .10 ========= =========
-4- 9 6. At December 31, 1999 and September 30, 1999, inventories included finished and in-process products totaling $154,261,000 and $159,117,000, respectively, and raw materials and supplies of $74,942,000 and $58,100,000, respectively. 7. During the three months ended December 31, 1999 and 1998, the Company repurchased 680,600 and 272,100 shares of common stock for an aggregate price of $13,776,000 and $6,415,000, respectively. 8. For the three months ended December 31, 1999, depreciation and amortization related to continuing operations were $9,177,000 and $2,156,000, respectively. For the three months ended December 31, 1998, depreciation and amortization related to continuing operations were $8,285,000 and $1,714,000, respectively. 9. The components of comprehensive income for the periods presented are as follows (in thousands):
Three Months Ended ----------------------------------------------- December 31, 1999 December 31, 1998 ----------------- ----------------- Net earnings $ 18,497 $ 16,875 Other comprehensive (loss) income: Foreign currency translation adjustment (2,688) 718 ------------ ---------- Comprehensive income $ 15,809 $ 17,593 =========== ==========
There are no reclassification adjustments to be reported. 10. During the quarter ended June 30, 2000 the Company decided to dispose of its Yeast division and integrate its Dehydrated Products division with the Flavor division. As a result of these changes reportable segments were changed to Flavor and Color and all segment data has been restated to reflect this change. Operating results and the related assets by segment for the periods presented are as follows (in thousands):
Corporate Continuing Flavor Color and Other Operations ------ ----- --------- ---------- Quarter ended December 31, 1999: -------------------------------- Revenue from external customers $ 127,171 $ 58,051 $ 13,471 $ 198,693 Intersegment revenues 4,334 4,012 -- 8,346 ---------- --------- ---------- ------------ Total revenue $ 131,505 $ 62,063 $ 13,471 $ 207,039 ========== ========= ========== ============ Operating profit $ 19,090 $ 13,737 $ (4,920) $ 27,907 Interest expense -- -- 7,149 7,149 ---------- --------- ---------- ------------ Earning before income taxes $ 19,090 $ 13,737 $ (12,069) $ 20,758 ========== ========= ========== ============ Assets $ 444,010 $ 222,170 $ 362,613 $ 1,028,793 Quarter ended December 31, 1998: -------------------------------- Revenue from external customers $ 125,146 $ 42,514 $ 10,542 $ 178,202 Intersegment revenues 3,532 2,420 -- 5,952 ---------- --------- ---------- ------------ Total revenue $ 128,678 $ 44,934 $ 10,542 $ 184,154 ========== ========= ========== ============ Operating profit $ 17,566 $ 10,185 $ (4,636) $ 23,115 Interest expense -- -- 5,757 5,757 ---------- --------- ---------- ------------ Earning before income taxes $ 17,566 $ 10,185 $ (10,393) $ 17,358 ========== ========= ========== ============ Assets $ 438,879 $ 160,812 $ 291,020 $ 890,711
11. On January 4, 2000, the Company announced an agreement to acquire for cash the stock of Dr. Marcus GmbH, a leading manufacturer of natural colors, located in Hamburg, Germany. Annual revenue is approximately $14 million. -5- 10 12. On January 27, 2000, the Company announced that it had acquired for cash the remaining interest in Monarch Food Colors, L.P., located in High Ridge, Missouri. The Company previously held a 24% ownership interest in Monarch as a result of the Company's April 1999 purchase of Pointing Holdings Ltd. Annual revenues for 1999 were just under $10 million. Monarch manufactures colors for the food, pharmaceutical and cosmetic industries. 13. On February 29, 2000, the Company refinanced $40,000,000 of senior notes that were due through December 2009 using proceeds from additional short-term borrowings. -6- 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF CONTINUING OPERATIONS: Revenue from continuing operations during the three months ended December 31, 1999 increased 11.5% to $198,693,000 compared with $178,202,000 during the three months ended December 31, 1998. This increase includes a 38.1% increase in revenue for the Color segment and a 2.2% increase for the Flavor segment. Gross profit margins increased to 33.5% for the quarter ended December 31, 1999 compared with 32.1% for the same period in the prior year. The stronger margins were due to increased volumes and cost improvements. Selling and administrative expenses were 19.5% and 19.1% of revenue for the quarters ended December 31, 1999 and 1998, respectively. As a result of higher average borrowings outstanding, interest expense in the quarter increased to $7,149,000 from $5,757,000 in the same period in the prior year. The increased borrowings were used primarily to fund acquisitions and working capital requirements. DISCONTINUED OPERATIONS During the quarter ended June 30, 2000, the Company announced its decision to consider strategic alternatives for its Yeast division. After reviewing options for growth, the Company decided to sell this business. Beginning with the quarter ended June 30, 2000, the Yeast business is being reported as a discontinued operation. Earnings from discontinued operations were $4,373,000, net of tax for the quarter ended December 31, 1999 compared with earnings from discontinued operations of $5,018,000 for the quarter ended December 31, 1998. The decrease is a result of lower fresh yeast prices and volumes. The Company has entered into a letter of intent and expects to finalize a sale by the end of calendar 2000. SEGMENT INFORMATION During the quarter ended June 30, 2000 the Company decided to dispose of its Yeast division and integrate its Dehydrated Products division with the Flavor division. As a result of these actions, the Company's reportable segments became Flavor and Color and all segment data has been restated to reflect this change. Flavor - The Flavor segment reported revenue of $131,505,000 for the quarter ended December 31, 1999 compared to $128,678,000 for the quarter ended December 31, 1998. The most significant gains were in the dairy, aroma chemicals and the fragrance product lines. These gains were partially offset by reduced revenue for dehydrated products as customers had stockpiled inventory in the previous quarters. In addition, the closure of the Irish frozen vegetable business reduced dehydrated product sales by about 5 percent from the prior year. Operating income for the Flavor segment was up 8.7% for the three months compared to the same period in the prior year due to increased volumes and lower manufacturing costs. Color - The Color segment reported a 38.1% increase in revenue to $62,063,000 for the quarter ended December 31, 1999. Significant volume increases were achieved in several major product categories, including synthetic dyes, natural colors, inks and cosmetic colors. Operating income for the Color segment increased 34.9% to $13,737,000 from $10,185,000 in the prior year. FINANCIAL CONDITION: The current ratio remained constant at 1.7 at December 31, 1999 and September 30, 1999. Net working capital increased $5,081,000 to $167,958,000 at December 31, 1999 from $162,877,000 at September 30, 1999. -7- 12 Net cash used in operating activities was $5,162,000 for the quarter ended December 31, 1999, compared to $14,254,000 provided by operating activities for the quarter ended December 31, 1998. The decrease in cash provided by operating activities in the quarter ended December 31, 1999 was primarily due to increased inventories of dehydrated products and the timing of benefit plan contributions, interest and taxes as compared to the prior year. Net cash used in investing activities was $10,860,000 for the three months ended December 31, 1999 and $11,071,000 for the three months ended December 31, 1998. Included in investing activities were capital additions of $10,350,000 and $11,243,000 during the quarters ended December 31, 1999 and 1998, respectively. The capital expenditure program reflects the Company's continuing commitment to maintain and enhance product quality, further automate and upgrade manufacturing processes, and expand the business through internal growth. Net cash provided by financing activities was $11,497,000 for the quarter, compared with net cash used in financing activities of $4,505,000 in the comparable prior period. Proceeds from net borrowings of $26,950,000 were used primarily to fund capital expenditures and purchase treasury stock. Dividends of $6,670,000 and $6,769,000 were paid during the quarter ended December 31, 1999 and 1998, respectively. -8- 13 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There have been no material changes in the Company's market risk during the quarter ended December 31, 1999. For additional information on market risk, refer to page 15 of the Company's 1999 Annual Report. FORWARD-LOOKING INFORMATION This document contains forward-looking statements that reflect management's current assumptions and estimates of future economic circumstances, industry conditions, Company performance and financial results. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for such forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that could cause actual events to differ materially from those expressed in those statements. A variety of factors could cause the Company's actual results and experience to differ materially from the anticipated results. These factors and assumptions include the pace and nature of new product introductions by the Company's customers; execution of the Company's acquisition program; industry and economic factors related to the Company's domestic and international business; the sale of the Yeast division and the anticipated proceeds from the sale; and the outcome of various productivity-improvement and cost-reduction efforts. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. -9- 14 PART II OTHER INFORMATION 15 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The information responsive to this item was provided in, and incorporated by reference from the Company's quarterly report on Form 10-Q for the quarter ended December 31, 1999, filed on February 11, 2000. -10- 16 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibit 27 Financial Data Schedule (b) No reports on Form 8-K were filed during the transition period from October 1, 1999 to December 31, 1999. -11- 17 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. UNIVERSAL FOODS CORPORATION Date: October 19, 2000 By: /s/ John L. Hammond ---------------------------------- John L. Hammond, Vice President, Secretary and General Counsel Date: October 19, 2000 By: /s/ Michael L. Hennen ---------------------------------- Michael L. Hennen, Vice President and Controller -12- 18 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. UNIVERSAL FOODS CORPORATION Date: October 19, 2000 By: ---------------------------------------- John L. Hammond, Vice President, Secretary and General Counsel Date: October 19, 2000 By: ---------------------------------------- Michael L. Hennen, Vice President and Corporate Controller -12- 19 UNIVERSAL FOODS CORPORATION EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 1999
Exhibit Description Filed Herewith Incorporated by Reference From - ------- ----------- -------------- ------------------------------- 3.1 Universal Foods Corporation Exhibit A to the Registrant's Amended and Restated Articles Definitive Proxy Statement of Incorporation adopted filed on Schedule 14A on January 21, 1999 December 15, 1998 (Commission File No. 1-7626) 3.2 Universal Foods Corporation Exhibit 3.2 to Annual Report Amended and Restated Bylaws, on Form 10-K for the fiscal adopted November 11, 1999 year ended September 30, 1999 (Commission File No. 1-7626) 27.1 Restated Financial Data Schedule. X
-13- EX-27 2 c57957ex27.txt FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS OF UNIVERSAL FOODS CORPORATION AT AND FOR THE FISCAL PERIOD ENDED DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS, AS RESTATED FOR DISCONTINUED OPERATIONS. 1,000 3-MOS DEC-31-1999 OCT-01-1999 DEC-31-1999 114 0 143,171 4,051 229,203 405,673 681,664 297,260 1,131,713 237,715 380,378 0 0 5,396 425,476 1,131,713 198,693 198,693 132,138 132,138 0 9 7,149 20,758 6,634 14,124 4,373 0 0 18,497 .37 .37
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