-----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, LZeraVWE/3JaXt2gWa6HPpf1F1L9I0519Wl1BSq577iXWElCTOyI+ctL5F24am93 ms8Bvv/AHaJHYXnmGfvL4A== 0000046709-99-000005.txt : 19990511 0000046709-99-000005.hdr.sgml : 19990511 ACCESSION NUMBER: 0000046709-99-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990402 FILED AS OF DATE: 19990510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HELIX TECHNOLOGY CORP CENTRAL INDEX KEY: 0000046709 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 042423640 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-06866 FILM NUMBER: 99615025 BUSINESS ADDRESS: STREET 1: NINE HAMPSHIRE STREET STREET 2: NINE HAMPSHIRE ST CITY: MANSFIELD STATE: MA ZIP: 02048 BUSINESS PHONE: 5083375111 MAIL ADDRESS: STREET 1: NINE HAMPSHIRE STREET CITY: MANSFIELD STATE: MA ZIP: 02048 FORMER COMPANY: FORMER CONFORMED NAME: CRYOGENIC TECHNOLOGY INC DATE OF NAME CHANGE: 19760707 10-Q 1 FORM 10-Q FOR THE QUARTER ENDED APRIL 2, 1999 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------------------- [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarter Ended April 2, 1999. 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 0-6866 HELIX TECHNOLOGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 04-2423640 (State of incorporation) (IRS Employer Identification No.) Mansfield Corporate Center Nine Hampshire Street Mansfield, Massachusetts 02048-9171 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (508) 337-5111 ------------------------------- Indicate by checkmark 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 ninety days. Yes [X] No [ ] The number of shares outstanding of the registrant's Common Stock, $1 par value, as of April 2, 1999 was 22,319,131. HELIX TECHNOLOGY CORPORATION Form 10-Q INDEX Page Part I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements Consolidated Balance Sheets as of April 2, 1999 and December 31, 1998...................................................3 Consolidated Statements of Operations for the Three-Month Periods Ended April 2, 1999 and March 27, 1998..............................4 Consolidated Statements of Cash Flows for the Three-Month Periods Ended April 2, 1999 and March 27, 1998......................5 Consolidated Statements of Comprehensive Income for the Three-Month Periods Ended April 2, 1999 and March 27, 1998......................6 Notes to Consolidated Financial Statements...............................7-9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..........10-14 Item 3. Quantitative and Qualitative Disclosures about Market Risk ..............................................14 Part II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders.......15 Item 6 (a). Exhibits..................................................16 Item 6 (b). Reports on Form 8-K.......................................16 Signature.................................................................17 HELIX TECHNOLOGY CORPORATION CONSOLIDATED BALANCE SHEETS
- -------------------------------------------------------------------------------------------- Apr. 2, 1999 Dec. 31, 1998 (in thousands except per share data) (unaudited) (audited) - -------------------------------------------------------------------------------------------- ASSETS Current: Cash and cash equivalents $ 6,535 $ 8,843 Investments (Note 2) 18,321 18,152 Receivables - net of allowances 13,555 9,783 Inventories (Note 3) 14,848 14,811 Deferred income taxes (Note 4) 5,157 5,157 Other current assets 1,291 1,106 - -------------------------------------------------------------------------------------------- Total Current Assets 59,707 57,852 - -------------------------------------------------------------------------------------------- Property, plant and equipment at cost 37,051 36,691 Less: accumulated depreciation (26,790) (25,990) - -------------------------------------------------------------------------------------------- Net property, plant and equipment 10,261 10,701 Other assets 7,973 7,099 - -------------------------------------------------------------------------------------------- TOTAL ASSETS $ 77,941 $ 75,652 ============================================================================================ LIABILITIES AND STOCKHOLDERS' EQUITY Current: Accounts payable $ 5,501 $ 3,752 Payroll and compensation 3,404 2,884 Retirement costs 3,862 3,588 Income taxes (Note 4) 1,042 507 Other accrued liabilities (Note 6) 1,295 1,553 - -------------------------------------------------------------------------------------------- Total Current Liabilities 15,104 12,284 - -------------------------------------------------------------------------------------------- Commitments - - Stockholders' Equity: Preferred stock, $1 par value; authorized 2,000,000 shares; issued and outstanding: none - - Common stock, $1 par value; authorized 60,000,000 shares; issued and outstanding: 22,319,131 in 1999 and 1998 22,319 22,319 Capital in excess of par value 7,970 7,936 Treasury stock, $1 par value (27,892 shares in 1999 and 34,000 shares in 1998) (359) (438) Accumulated other comprehensive income (loss) 412 (359) Retained earnings 32,495 33,910 - -------------------------------------------------------------------------------------------- Total Stockholders' Equity 62,837 63,368 - -------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 77,941 $ 75,652 ============================================================================================ The accompanying notes are an integral part of these financial statements.
Page 3 HELIX TECHNOLOGY CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (unaudited) - --------------------------------------------------------------------------------------
Three Months Ended (in thousands except per share data) Apr. 2, 1999 Mar. 27, 1998 - --------------------------------------------------------------------------------------- Net sales $25,900 $31,494 Costs and expenses: Cost of sales 15,111 16,792 Research and development 2,066 3,187 Selling, general and administrative 7,157 7,179 Merger and special charges (Note 6) - 1,515 - --------------------------------------------------------------------------------------- 24,334 28,673 - --------------------------------------------------------------------------------------- Operating income 1,566 2,821 Joint venture income 137 372 Interest and other income 236 335 - --------------------------------------------------------------------------------------- Income before taxes 1,939 3,528 Income taxes (Note 4) (679) (1,662) - --------------------------------------------------------------------------------------- Net income $ 1,260 $ 1,866 ======================================================================================= Net income per share: Basic (Note 5) $ 0.06 $ 0.08 Diluted (Note 5) $ 0.06 $ 0.08 ======================================================================================= Number of shares used in per share calculations: Basic (Note 5) 22,307 22,215 Diluted (Note 5) 22,472 22,373 ======================================================================================= The accompanying notes are an integral part of these financial statements.
Page 4 HELIX TECHNOLOGY CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
- ------------------------------------------------------------------------------------------ Three Months Ended (in thousands) Apr. 2, 1999 Mar. 27, 1998 - ------------------------------------------------------------------------------------------ Cash flows from operating activities: Net income $ 1,260 $ 1,866 Adjustments to reconcile net income to net cash provided (used) by operating activities: Amortization of deferred compensation - 674 Depreciation 1,022 987 Other 8 (360) Net change in operating assets and liabilities (A) (1,175) 2,247 - ------------------------------------------------------------------------------------------ Net cash provided by operating activities 1,115 5,414 - ------------------------------------------------------------------------------------------ Cash flows from investing activities: Capital expenditures (582) (846) Purchase of investments (3,828) (35,419) Sale of investments 3,661 10,073 - ------------------------------------------------------------------------------------------ Net cash used by investing activities (749) (26,192) - ------------------------------------------------------------------------------------------ Cash flows from financing activities: Net cash provided by employee stock plans - 37 Cash dividends paid (2,674) (4,164) - ------------------------------------------------------------------------------------------ Net cash used by financing activities (2,674) (4,127) - ------------------------------------------------------------------------------------------ Decrease in cash and cash equivalents (2,308) (24,905) Cash and cash equivalents, at the beginning of the period 8,843 34,717 - ------------------------------------------------------------------------------------------ Cash and cash equivalents, at the end of the period $ 6,535 $ 9,812 ========================================================================================== (A) Change in operating assets and liabilities: (Increase)/decrease in accounts receivable $(3,772) $ 1,235 (Increase)/decrease in inventories (37) (1,033) (Increase)/decrease in other current assets (185) (87) Increase/(decrease) in accounts payable 1,749 1,055 Increase/(decrease) in other accrued expenses 1,070 1,077 - ------------------------------------------------------------------------------------------ Net change in operating assets and liabilities $(1,175) $ 2,247 ========================================================================================== The accompanying notes are an integral part of these financial statements.
Page 5 HELIX TECHNOLOGY CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
- ------------------------------------------------------------------------------------------------ Three Months Ended (in thousands) Apr. 2, 1999 Mar. 27, 1998 - ------------------------------------------------------------------------------------------------ Net income $1,260 $1,866 - ------------------------------------------------------------------------------------------------ Other comprehensive income (loss) before tax: Foreign currency translation adjustment 1,223 (464) Unrealized gain on available-for-sale investment 1 8 - ------------------------------------------------------------------------------------------------ Other comprehensive income (loss), before tax 1,224 (456) Income tax related to items of other comprehensive income (453) 102 - ------------------------------------------------------------------------------------------------ Other comprehensive income (loss), net of tax 771 (354) - ------------------------------------------------------------------------------------------------ Comprehensive income $2,031 $1,512 ================================================================================================
Page 6 HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Basis of Presentation - ------------------------------ In the opinion of the Company, the accompanying consolidated financial statements for the periods ended April 2, 1999, and March 27, 1998, contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position as of April 2, 1999, and December 31, 1998, and the results of operations and cash flows for the periods ended April 2, 1999, and March 27, 1998. In May 1998, the Company completed the acquisition of Granville-Phillips Company (GPC). The acquisition was accounted for as a pooling of interests under Accounting Principles Board Opinion No. 16 (see Note 6). All prior period consolidated financial statements have been restated to include the financial position, results of operations and cash flows of GPC as though it had been part of the Company for all periods presented. The results of operations for the three-month period ended April 2, 1999, are not necessarily indicative of the results expected for the full year. The consolidated financial statements included herein have been prepared by the Company, without audit of the three-month periods ended April 2, 1999, and March 27, 1998, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to present fairly the Company's financial position and results of operations. These consolidated financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. Note 2 - Investments - -------------------- The Company had investments of $18,321,000 and $18,152,000 as of April 2, 1999, and December 31, 1998, respectively. The investments were classified as "available-for-sale," and the difference in the cost and fair value of these investments is immaterial and was included in other comprehensive income. Note 3 - Inventories - -------------------- (in thousands) Apr. 2, 1999 Dec. 31, 1998 - ---------------------------------------------------------------------- Finished goods $ 3,407 $ 3,067 Work in process 7,693 7,597 Materials and parts 3,748 4,147 ------------------------------------ $14,848 $14,811 ==================================== Inventories are stated at the lower of cost or market on a first-in, first-out basis. Page 7 HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 4 - Income Taxes - --------------------- The net federal, state and foreign income tax provisions was $679,000 for the three-month period ended April 2, 1999 and $1,662,000 for the three-month period ended March 27, 1998. Tax credits are treated as reductions of income tax provisions in the year in which the credits are realized. The Company does not provide for federal income taxes on the undistributed earnings of its wholly owned foreign subsidiaries, since these earnings are indefinitely reinvested. The effective income tax rate for the three-month periods ended April 2, 1999, and March 27, 1998, was 35% and 47.1%, respectively. The effective tax benefit for the three-month period ended March 27, 1998 was unfavorably impacted by the merger and special charges which are not fully deductible for tax purposes. The major components of deferred tax assets are compensation and benefit plans, inventory valuation, net operating loss and tax credit carry forwards, respectively. Based on past experience, the Company expects that the future taxable income will be sufficient for the realization of the deferred tax assets. The Company believes that a valuation allowance is not required. Note 5 - Net Income Per Share - ----------------------------- Basic net income per common share is based on the weighted average number of common shares outstanding during the period. Diluted net income per common share reflects the potential dilution that could occur if outstanding stock options were exercised. The following table sets forth the computation of basic and diluted net income per common share: Three Months Ended (in thousands except per share data) Apr. 2, 1999 Mar. 27, 1998 - ------------------------------------------------------------------------------ Net income $ 1,260 $ 1,866 ============================== Basic shares 22,307 22,215 Add: Common equivalent shares (1) 165 158 ------------------------------ Diluted shares 22,472 22,373 ============================== Basic net income per share $ 0.06 $ 0.08 ============================== Diluted net income per share $ 0.06 $ 0.08 ============================== (1) Common equivalent shares represent shares issuable upon conversion of stock options (using the treasury stock method). Options outstanding not included in the computation of diluted shares were 597,500 as of April 2, 1999, and 210,000 as of March 27, 1998, because the option price was greater than the average market price of the common shares. Page 8 HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 6 - Merger, Restructuring and Special Charges - -------------------------------------------------- In the second quarter of 1998, the Company acquired Granville-Phillips Company (GPC) in a transaction accounted for as a pooling of interests. The Company issued 2,382,925 shares of common stock for all of the common stock of GPC. Direct acquisition costs, primarily compensation expense relating to shares issued to certain GPC employees as part of a restricted stock plan, and professional fees amounted to $3.5 million in 1998, of which $1.5 million were incurred in the first quarter of 1998 and were charged against the results of operations. During the third quarter of 1998, the Company recorded restructuring and other special charges of $2.5 million. The charges primarily included provisions for termination benefits of $1.3 million for approximately 80 personnel, exit costs related to a leased facility of $1.0 million and $0.2 million for the impairment of certain assets. As of April 2, 1999, $0.6 million of restructuring and special charges remained in other accrued expenses, which the Company expects to be paid or amortized by the third quarter of 1999. Note 7 - New Accounting Pronouncements - -------------------------------------- In June 1998, the Financial Accounting Standards Board issued Financial Accounting Standard No. 133, "Accounting for Derivative Instruments and Hedging Activities." The adoption of this Standard in 2000 is not expected to have a material effect on the Company's consolidated financial statements. Page 9 HELIX TECHNOLOGY CORPORATION PART I Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations On May 7, 1998, the Company acquired Granville-Phillips Company (GPC). GPC is a world leader in the development and manufacture of instrumentation for vacuum measurement and control used principally in the semiconductor, flat panel display and disk drive manufacturing processes. The transaction was accounted for as a pooling of interests; and accordingly, the financial results of the Company for the period ended March 27, 1998 includes financial position, results of operations, comprehensive income and cash flows of GPC. Results of Operations - --------------------- Net sales for the first quarter of 1999 were $25.9 million, $5.6 million less than the $31.5 million for the first quarter of 1998, and $6.3 million more than the $19.6 million for the fourth quarter of 1998. A slowdown in the global market for semiconductor capital equipment began in late 1997 and continued throughout most of 1998. Signs of a strengthening market are reflected in the sequential net sales growth in the first quarter of 1999. Gross profit percentage for the first quarter of 1999 was 41.7% compared with 46.7% for the first quarter of 1998 and 37.6% for the fourth quarter of 1998. The changes in the gross profit percentage is directly attributable to changes in net sales volume and related production levels and the impact of fixed manufacturing costs. Research and development expenditures were $2.1 million for the quarter or 8.0% of net sales compared to $3.2 million or 10.1% of net sales for the same period last year. As industry conditions worsened during 1998, the Company delayed certain expenditures on projects it believed were not critical during the downturn. The Company continues to fund its strategic development programs and is selectively adjusting its spending on other programs to be in line with industry conditions, positioning the Company for growth as the economics improve in the worldwide semiconductor industry. Total Selling, general and administrative expense increased by $0.4 million in the first quarter compared to the same period in 1998, primarily due to the higher variable compensation expense. Operating income in the first quarter of 1999 decreased $1.3 million compared with the first quarter of 1998 due to lower net sales in the first quarter of 1999, offset by merger and special charges of $1.5 million incurred in the first quarter of 1998. Operating income for the first quarter was also positively impacted by the restructuring that the Company undertook in the third quarter of 1998. The Company restructured its domestic operations to eliminate non-strategic spending while redirecting resources to the Company's global customer support structure and other strategic initiatives and took a charge of $2.5 million during the third quarter of 1998. The Company expects that these changes will provide approximately $5.0 million of annual cost savings in 1999. At April 2, 1999, $0.6 million of restructuring and special charges remained in other accrued expenses, which the Company expects to be paid or amortized by the end of the third quarter of 1999. Page 10 HELIX TECHNOLOGY CORPORATION PART I Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Results of Operations (continued) - --------------------- For the first quarter of 1999, the Company had a pretax income of $1.9 million resulting in a tax provision of $0.7 million compared to pretax income of $3.5 million and a provision of $1.7 million for the same period a year ago. The effective tax rate for the periods ended April 2, 1999, and March 27, 1998, was 35% and 47.1%, respectively. The tax rate in 1998 was unfavorably impacted by merger and special charges, which are not fully deductible for tax purposes. Liquidity and Capital Resources - ------------------------------- Cash provided by operating activities for the first three months of 1999 was $1.1 million compared with $5.4 million for the comparable period in 1998, primarily due to changes in accounts receivable. Accounts receivables at the end of the first quarter of 1999 were $3.7 million higher than the December 31, 1998 balance because of the $6.3 million sequential quarterly net sales increase. Conversely, accounts receivables at the end of the first quarter of 1998 were $1.2 million lower than the December 31, 1997 balance because of the $9.2 million sequential quarterly net sales decrease. Cash used by investing activities decreased by $25.5 million during the first three months of 1999 compared with the same period last year, due to the purchase of available-for-sale investments comprised primarily of short-term tax exempt securities, which occurred during the first quarter of 1998. Cash dividends paid to stockholders during the first three months of 1999 were $2.7 million compared with $4.2 million during the first three months of 1998. The quarterly cash dividend was reduced to $0.12 per common share beginning in October 1998, compared to $0.21 per common share paid in the first quarter of 1998. On April 29, 1999, the Board of Directors declared a quarterly cash dividend of $0.12 per common share. The dividend is payable on May 19, 1999, to stockholders of record at the close of business May 5, 1999. The Company manages its foreign exchange rate risk arising from intercompany foreign currency denominated transactions through the use of foreign currency forward contracts. The gains and losses on these transactions were not material. The Company believes that existing cash and investment balances will be adequate to fund operations through 1999 and that it has opportunities to consider further financing options should additional funds be required. New Accounting Pronouncements - ----------------------------- In June 1998, the Financial Accounting Standards Board issued Financial Accounting Standard No. 133 (SFAS 133), "Accounting for Derivative Instruments and Hedging Activities." The adoption of this Standard in 2000 is not expected to have a material effect on the Company's consolidated financial statements. Page 11 HELIX TECHNOLOGY CORPORATION PART I Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Certain Factors That May Affect Future Results - ---------------------------------------------- From time to time, information provided by the Company, statements made by its employees or information included in its filings with the Securities and Exchange Commission may contain statements that are not historical facts but that are "forward-looking statements" involving risks and uncertainties. In particular, statements in "Management's Discussion and Analysis of Financial Condition and Results of Operations" relating to the Company's shipment levels, profitability, sufficiency of capital to meet working capital and capital expenditure requirements may be forward-looking statements. The words "expect," "anticipate," "internal," "plan," "believe," "seek," "estimate" and similar expressions areintended to identify such forward-looking statements. Such statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that could cause the Company's future results to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company. Many such factors are beyond the Company's ability to control or predict. Readers are accordingly cautioned not to place undue reliance on forward-looking statements. The Company disclaims any intent or obligation to update publicly any forward-looking statements, whether in response to new information or future events or otherwise. Important factors that may cause the Company's actual results to differ from such forward-looking statements include, but are not limited to, the factors discussed below. The Company's business depends in large part upon the capital expenditures of semiconductor manufacturers, which, in turn, depend on the current and anticipated market demand for integrated circuits and products utilizing integrated circuits. The semiconductor industry is highly cyclical and has historically experienced periodic downturns, which generally have had a severe effect on the semiconductor industry's demand for capital equipment and have affected the Company's results of operations. There can be no assurance that developments in the semiconductor industry or the semiconductor equipment industry will occur at the rate or in the manner expected by the Company. In addition to the cyclical nature, risks and uncertainties of the semiconductor industry, the Company faces the following risks and uncertainties: the need to continuously develop, manufacture and gain customers' acceptance of new products and product enhancements; dependence on a limited number of customers; its ability to attract and retain certain key personnel; the ability of the Company to protect its technology assets by obtaining and enforcing patents; dependence on sole and limited source suppliers for certain components and subassemblies included in the Company's products and systems. As a result of the foregoing and other factors, the Company may experience material fluctuations in its future operating results on a quarterly or annual basis which could materially affect its business, financial position, results of operations and stock price. Page 12 HELIX TECHNOLOGY CORPORATION PART I Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Year 2000 - --------- The Year 2000 problem refers to the potential for information systems to be unable to correctly recognize and process calendar dates and date-sensitive information involving dates on or after January 1, 2000. The Company is addressing its Year 2000 risk within four categories: 1) internal business software, 2) internal systems (hardware and software, exclusive of business software), 3) external suppliers of goods and services, and 4) the Company's products. INTERNAL BUSINESS SOFTWARE. The Company's internal business systems that collectively provide the major processing functions for its operations are not Year 2000 compliant. The remediation/replacement of those systems was begun in mid-1998 and will be completed in May 1999. INTERNAL SYSTEMS. The Company utilizes other systems (exclusive of business systems discussed above) to perform certain data processing, including computer-based programs, networking equipment, laboratory equipment, building security and atmosphere control systems, fax and copy machines, and others. Starting in the first quarter of 1998, the Company initiated a comprehensive program to address Year 2000 problems with such internal systems, consisting of: forming a project team of representatives from across the Company; inventorying and assessing each internal system to determine whether it was compliant or non-compliant to Year 2000 problems; and developing a plan to address all non-compliant systems. The Company is on schedule with its remediation efforts and expects to be completed by June 1999. Testing of each remediated initial system is performed at the time of such remediation. Additional testing will be performed during the second half of 1999, focusing on those systems classified as high risk of failure as well as critical to the business. Independent organizations might be employed to assist the Company as needed to test and verify such internal systems are Year 2000 compliant. EXTERNAL SUPPLIERS OF GOODS AND SERVICES. Starting in January 1998, the Company undertook a program to understand and mitigate Year 2000 problems with those external suppliers who are crucial to the Company's operations, including parts providers, carriers, telecommunications providers, utilities, financial institutions and others. A series of questionnaires was sent to external suppliers. As a result, the Company has determined that the majority of the Company's suppliers are either Year 2000 compliant or are aware of the problem and have an active program underway to address their particular problems. For each supplier who is not Year 2000 compliant, the Company has defined a contingency plan in case the supplier cannot or will not resolve its Year 2000 problems in a timely manner. The plan elements differ for each supplier but generally consist of one or more actions such as: work with the supplier to help resolve their Year 2000 problems; develop alternative suppliers for sole-source components; redesign products to negate the need for non-compliant suppliers; maintain back-up inventories of critical components to protect against temporary disruptions in supply; evaluate alternative component and product delivery mechanisms; and monitor those suppliers who have active Year 2000 programs underway to verify progress against those suppliers' scheduled milestones. Page 13 HELIX TECHNOLOGY CORPORATION PART I Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Year 2000 (Continued) - --------------------- The Company will continue these monitoring activities until satisfied that all crucial suppliers are Year 2000 compliant. In addition, the Company has enhanced its new supplier qualification process to require new suppliers to be Year 2000 compliant in all aspects of their operations and products. THE COMPANY'S PRODUCTS. Certain of the Company's products contain embedded software. In 1997, the Company performed an assessment of all such software to determine Year 2000 compliance. As a result, the Company believes that there are no material issues regarding the use of its products. The Company also has enhanced its product development and testing processes to ensure that all new products are Year 2000 compliant. The Company estimates that the total cost associated with addressing the Year 2000 problem is approximately $0.9 million, of which approximately $0.8 million has been incurred to date. Of the total cost, approximately $0.8 million relates to new systems and has been capitalized, and the remainder has or will be expensed as incurred. These cost estimates are approximate and subject to change due to unforeseen internal or external conditions. While the Company believes that it is addressing all material Year 2000 problems, there are a number of risks associated with Year 2000, only some of which are within the control of the Company. These risks include unforeseen difficulties in completing certain Year 2000 programs, an incomplete inventory of internal systems, and the failure of one or more suppliers to adequately address the Year 2000 problem. The Company's Year 2000 efforts are meant to help manage and mitigate these risks. Item 3. Quantitative and Qualitative Disclosures about Market Risk There have been no significant changes in the Company's market risks since the year ended December 31, 1998. For more information please read the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K. Page 14 HELIX TECHNOLOGY CORPORATION PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The Company's Annual Meeting of Stockholders was held on April 29, 1999. Proposal I submitted to a vote of security holders at the meeting was the election of Directors. The following Directors, being all the Directors of the Corporation, were elected at the meeting, with the number of votes cast for each Director or withheld from each Director being set forth after his respective name: Name Votes For Votes Withheld -------------------------------------------------------------- Arthur R. Buckland 19,317,107 329,723 Matthew O. Diggs, Jr. 19,326,990 319,840 Frank Gabron 19,224,520 422,310 Robert H. Hayes 19,222,064 424,766 Robert J. Lepofsky 19,329,061 317,769 Marvin G. Schorr 19,213,837 432,993 Mark S. Wrighton 19,330,159 316,671 No abstentions or broker non-votes were recorded. Proposal II submitted to a vote of security holders at the meeting was an amendment of the Company's Certificate of Incorporation to divide the Board of Directors of the Company into three classes. Votes cast were as follows: For Against Abstain Non-Vote -------------------------------------------------------------- 6,708,248 8,923,037 63,989 3,951,556 The proposal was not approved. Proposal III submitted to a vote of security holders at the meeting was ratification of the appointment of PricewaterhouseCoopers LLP, as the Company's independent accountants for fiscal year 1999. For Against Abstain -------------------------------------------------------------- 19,569,041 26,272 51,517 The proposal was approved. Page 15 HELIX TECHNOLOGY CORPORATION PART II. OTHER INFORMATION Item 6(a). Exhibits 4A Description of Common Stock (incorporated herein, by reference to Exhibit 3 to the Form 10-Q for the quarter ended September 30, 1988). 4B Description of Preferred Stock (incorporated herein, by reference to Exhibit 3 to the Form 10-Q for the quarter ended September 30, 1988). 10.1 Employment agreement dated February 11, 1999, between the Company and Robert J. Lepofsky. 27.1 Financial Data Schedule (EDGAR version only) 27.2 Financial Data Schedule (EDGAR version only) Item 6(b). Reports on Form 8-K No Form 8-K was required to be filed during the quarter ended April 2, 1999. Page 16 HELIX TECHNOLOGY CORPORATION 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. HELIX TECHNOLOGY CORPORATION (Registrant) May 10, 1999 By: /s/Michael El-Hillow - -------------------- -------------------------------- Date Michael El-Hillow Senior Vice President Chief Financial Officer Page 17 EX-10.1 2 EMPLOYMENT AGREEMENT HELIX TECHNOLOGY CORPORATION EMPLOYMENT AGREEMENT Mr. Robert J. Lepofsky February 11, 1999 You are presently serving as President and Chief Executive Officer of Helix Technology Corporation (the "Company"). The Company desires to set forth the terms and conditions of your continued employment by the Company effective as of February 11, 1999. Accordingly, the Board of Directors of the Company (the "Board") has authorized the Chairman of the Board to enter into this Employment Agreement (the "Agreement") with you regarding your continued employment on the terms and conditions outlined in the following paragraphs of this letter. 1. Position and Responsibilities. The Company agrees to employ you, and you agree to accept employment by the Company, for the Term of Employment hereinafter defined, in such executive capacities as the Board shall determine. It is the present intention of the parties that during the Term of Employment you shall, subject to the right of the Board to elect and to remove officers and to reassign officers as provided by law and the By-Laws of the Company, have the titles of President and Chief Executive Officer of the Company and in such capacities shall have general charge and supervision of the Company, reporting directly to the Board. Except as otherwise provided herein, you covenant and agree, during the Term of Employment, to devote all of your time and attention and to give your best efforts and skill exclusively to furthering the business and interests of the Company. You shall have all powers and authority as shall be reasonably required to enable you to discharge your duties in an efficient manner, consistent with the powers and authority granted to other senior executives of the Company. At all times during the Term of Employment the Company shall furnish you with a private office, secretarial help, and such other facilities, services, perquisites and appointments as are suitable to your senior executive position and adequate for the performance of your duties, none of which shall be inferior in any degree to those facilities, services, perquisites and appointments to which you are presently accustomed as President and Chief Executive Officer. 2. Term of Employment. The "Term of Employment" as used herein shall mean the period from February 11, 1999, through February 10, 2007; provided, however, that your employment may be earlier terminated as hereinafter set forth (and only as hereinafter set forth), in which event the Term of Employment shall mean the period from February 11, 1999, through the effective date of such earlier termination. The Term of Employment shall be so earlier terminated: (i) on the date of your death, or (ii) on the date you become disabled (as determined solely by the Board), or (iii) if you should voluntarily terminate your employment with the Company, on the date of your resignation to the Company, with the Company having the right to require you to stay up to 90 additional days after such date (by written notice changing such date of termination to a date certain within such 90 day period), or (iv) if the Board should terminate your employment with the Company for any reason whatsoever, other than Cause (as hereinafter defined), on the date specified in the Board's written notice of termination to you which date must be at least 90 days after the date of such notice unless you otherwise agree, or (v) if the Board should terminate your employment with the Company for Cause, on the date specified in the Board's written notice of termination to you subject to the provisions of subparagraph 2A below, or (vi) if there occurs a Change of Control of the Company (as hereinafter defined), on the date of your resignation to the Company, with the Company having the right to require you to stay up to an additional 90 days after such date (by written notice changing such date of termination to a date certain within such 90 day period). 2A. Termination for Cause. For purposes of this Agreement Termination for Cause shall mean termination of the Term of Employment by the Board in its sole judgment for (a) gross neglect by you of your duties hereunder, or (b) commission by you of a material act of dishonesty or moral turpitude, or (c) your indictment for commission of a material crime on the basis of alleged facts of such a serious and heinous nature that the Board has reasonable cause to believe that you cannot effectively discharge your duties and responsibilities hereunder, or (d) your conviction for commission of a material, business-related crime. Termination for Cause can only be effected by the Board by written notice to you, which notice must be given within 5 days following a hearing before the Board at which you will have an opportunity to answer the charges constituting Cause. The hearing before the Board can be held only after at least 20 days written notice to you (unless you agree to a shorter period) of the date and time of the hearing and the nature of the charges constituting Cause. At the time of the notice of the hearing or at any time thereafter but prior to the Board's decision following the hearing, the Board may immediately relieve you of your duties and responsibilities hereunder pending its decision. 2B. Change of Control. For purposes of this Agreement a Change of Control of the Company shall be deemed to have occurred when there has occurred (i) a change of control, not approved by a resolution of the Board, of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including in any event the acquisition (not approved by the Board) by any "person" (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) of beneficial ownership, directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities, followed within a period of not more than two years by a change in the identity of a majority of the members of the Board otherwise than through death, disability or retirement in accordance with the Company's normal retirement policies. 3. Compensation. 3A. Base Salary. As compensation for your services, the Company shall pay to you, in equal weekly installments, a Base Salary at the annual rate of $390,000, which rate has been effective since January 1, 1999, plus such additional amounts as may be determined from time to time by the Board in its sole discretion and designated as increases in Base Salary. Any increase in Base Salary voted by the Board may not be subsequently reduced or eliminated without your consent, except that your Base Salary may be reduced by the Board as part of a general reduction of executive salaries. 3B. Incentive Compensation. During the Term of Employment the Company will pay you Incentive Compensation in the sole discretion of the Board. 3C. Fringe Benefits. You shall be entitled to participate, during the Term of Employment, regardless of your position in the Company, in all benefits, plans, policies, programs, arrangements, customs or practices, then existing and made available generally to other senior executives of the Company, including without limitation, pension or other retirement benefits, life insurance, health insurance, stock option or stock award plans, sickness or disability plans and additional year-end or other profit-sharing, incentive or deferred compensation arrangements. You shall also be entitled, during the Term of Employment, to the benefit of any rights of indemnification or reimbursement in favor of senior executives of the Company as the same may be in effect from time to time. In addition, you shall be entitled to reasonable annual vacations which shall be at such time or times as shall be mutually agreed upon between you and the Company and shall be of lengths substantially equal to the lengths of vacation taken by other senior executives of the Company. If at any time, during the Term of Employment, you shall not be serving as President and Chief Executive Officer, the Company shall nevertheless continue providing you, in your new position, with all such benefits to which you became entitled as President and Chief Executive Officer. The amounts of any such benefits paid to you shall not be considered Base Salary or Incentive Compensation for purposes of this Agreement. Notwithstanding anything herein to the contrary, you shall be entitled to participate in the Company's life insurance, health insurance, sickness and disability plans during any period of disability following termination of employment on account of disability pursuant to subparagraph (ii) of Paragraph 2, or during any period Base Salary is paid you following termination of employment pursuant to subparagraphs (iv) or (vi) of Paragraph 2. 3D. Spendthrift. Notwithstanding anything to the contrary contained in this Agreement, your right to any amounts payable to you under subparagraphs 3A through 3C above shall not be assignable except that payments to which you are entitled after death may be made to the legal representative of your estate or to your designated beneficiaries. 4. Non-Qualified Stock Option. The Company hereby grants to you a non-qualified stock option (the "Option") under its 1996 Equity Incentive Plan to purchase two hundred thousand (200,000) shares of the Company's Common Stock at an option price of $20.8125 per share, which price is equal to the mean between the highest and lowest quoted selling prices for the Company's Common Stock on the NASDAQ National Market on the date hereof. This Option is granted by the Company pursuant to, and subject to the terms and conditions of, its 1996 Equity Incentive Plan (the "Plan"), a copy of which is attached hereto and made a part hereof as Exhibit A (which terms and conditions are hereby incorporated herein by reference as fully as if set forth herein, except if contrary or supplementary terms are set forth in this Employment Agreement, in which case such terms shall take precedence over those in the Plan). This Option shall become exercisable in eight (8) equal annual cumulative installments of 25,000 shares each, beginning on the first anniversary of the date of grant with the eighth cumulative and final installment in the amount of 25,000 shares becoming exercisable on the eighth anniversary of the date of grant and with the entire option expiring on May 11, 2007, three months following the eighth anniversary of the date of grant. 5. Termination After a Change of Control of the Company. Notwithstanding any other provision of this Agreement, if following a Change of Control of the Company (as previously defined) the Term of Employment is terminated by (i) the Company pursuant to subparagraph (iv) of Paragraph 2 above, or (ii) by you pursuant to subparagraph (vi) of Paragraph 2 above, the Option shall become exercisable in its entirety on the date of such termination and shall remain exercisable for ninety (90) days thereafter in accordance with its terms. The benefits payable under this Paragraph 5 are subject to the limitation that, when added to the aggregate present value of any other payments in the nature of compensation to you which are contingent on a change of control within the meaning of section 280G(b) (2) (A) (1) of the Internal Revenue Code of 1986, they may not exceed 2.99 times the "base amount" as defined in Section 280G(b) (3) (a) of such Code. Without intending to vary the technical definition referred to above, "base amount" roughly means average annual compensation f or the five most recent taxable years ending prior to a change of control for Code purposes. 6. Compensation Upon Termination. In the event your Term of Employment is terminated pursuant to Paragraph 2 above, you shall receive compensation as provided in Paragraph 3 above as follows. In the event your Term of Employment hereunder is terminated pursuant to subparagraphs (i) through (iii) of Paragraph 2 above through death, disability, or voluntary termination, then you or the legal representatives of your estate or your designated beneficiaries shall receive your Base Salary, and a proportionate part of your Incentive Compensation up to, but not after, the date of termination of your employment with the Company. In the case of disability the Company shall continue to pay you 60% of your Base Salary as it exists on the date of termination, less any payments to you under the Company's long-term disability protection plan or other plan, through the period beginning on termination of your employment with the Company by reason of disability and ending on your normal retirement date as defined in the Company's pension plan. In the event the Board should terminate your employment with the Company pursuant to subparagraph (iv) of Paragraph 2 above, or in the event you should terminate your employment with the Company pursuant to subparagraph (vi) of Paragraph 2 above, you shall receive your Base Salary and a proportional part of your Incentive Compensation up to the date of termination of your employment with the Company, and you shall receive counseling and out-placement services (not to exceed $20,000) if needed, and you shall also receive Base Salary for the period through February 10, 2007, or for two years following the date of termination, whichever period is shorter. Notwithstanding the foregoing sentence, you agree to use your reasonable best efforts to secure employment reasonably satisfactory to you during the second year or part thereof if any for which the Company continues to be obligated to pay you Base Salary as provided in the foregoing sentence, and the amount of compensation received by you during such second year or part thereof if any on account of such employment shall be offset dollar for dollar against the Company's obligation to pay you Base Salary during such second year period as provided above. In the event the Board should terminate your employment with the Company pursuant to subparagraph (iv) of Paragraph 2 above, the Option shall become exercisable on the date of such termination with respect to an additional three (3) installments but not more than the number of installments remaining to become exercisable. For example, if your Term of Employment were terminated on February 1, 2003, with a remaining term hereof ending February 10, 2007, and with five (5) additional installments remaining to become exercisable with respect to the Option, and the Option had as of February 1, 2003, already become exercisable with respect to three (3) installments of 25,000 shares each, then your Option would become exercisable on such date of termination with respect to an additional three (3) installments of 25,000 shares each and shall remain exercisable for ninety (90) days thereafter in accordance with its terms. In the event the Board should terminate your Term of Employment with the Company pursuant to subparagraph (iv) of Paragraph 2 above following a Change of Control of the Company, then your Option shall become exercisable in its entirety on the date of such termination as provided in Paragraph 5 above. Notwithstanding anything herein to the contrary, you shall receive hereunder the maximum amount of compensation due you (and only that maximum amount) as may be paid you without any part or all of such compensation being deemed to be an "excess parachute payment" under Section 280G of the Internal Revenue Code. The Human Resources and Compensation Committee may in good faith, subject to arbitration, make a determination of said maximum amount after considering all benefits due you from the Company including benefits payable under Paragraph 5, and no further compensation in excess of such maximum amount shall be due you from the Company hereunder. You may make your own determination of such maximum amount, and you shall have the right to waive, and to refuse to accept, any part or all of the compensation due you hereunder to the extent that you deem such compensation to be an excess parachute payment. In the event your Term of Employment hereunder is terminated by the Board pursuant to subparagraph (v) of Paragraph 2 for Cause, then the Company shall not be obligated to pay you any Base Salary or Incentive Compensation as provided above, beginning as of the date of such termination. The Board may in its sole judgment terminate your Term of Employment hereunder for Cause following any indictment of you for commission of a material crime as provided in Paragraph 2A above. In the event of reversal of any termination for Cause as a result of arbitration, or in the event that there is no conviction following your indictment (and subsequent termination for Cause) or that the conviction is reversed on appeal, you shall receive any amounts of Base Salary, the payment of which was suspended hereunder, beginning on the date of such termination for Cause and ending on the date of your reinstatement with the Company under this Agreement or February 10, 2007, whichever sooner shall occur, with interest computed thereon at the prime rate prevailing at BankBoston N.A. during the period of such suspension. 7. Non-Competition. For the period through February 10, 2009, following termination of your Term of Employment for any reason except as hereinafter set forth, you agree that you will not accept or continue to hold any position in any capacity, whether as employee, agent, consultant, investor, director or otherwise, with any person, firm or corporation, whose present or planned business is competitive with the business of the Company as it exists on the date of termination of your Term of Employment. In the event your Term of Employment is terminated pursuant to subparagraphs (iv) or (vi) of Paragraph 2, the foregoing non-competition covenant shall apply for four (4) years following the date of termination. The foregoing non-competition covenant shall not apply to you in any given instance if the Board waives said covenant in writing with respect to that instance. Ownership by you of less than one percent (1%) of the outstanding stock or securities in any business enterprise shall not in itself be deemed to be engaging in any activity prohibited by this paragraph. 8. Trade Secrets. If you have not already done so, you agree to execute and abide by the Company's standard form of agreement presently in effect protecting the Company's inventions, patents, and proprietary and confidential information, and you also agree to execute and abide by any subsequent similar agreement generally in effect for the Company's officers and key employees. 9. Expenses. The Company agrees that it will, during the Term of Employment, reimburse you, upon submission of vouchers or other appropriate evidence of expenditure, in accordance with its policies from time to time established with respect to senior executives generally, for all travel, entertainment and other expenses reasonably incurred by you on behalf of the Company within the scope of your duties. 10. Merger, Sale of Assets. Your right to payments hereunder from and after termination of the Term of Employment constitutes an unsecured claim against the general assets of the Company. The Company agrees that it will at all times from and after termination of the Term of Employment do or cause to be done all things necessary to maintain a solvent position, to preserve and keep in full force and effect its corporate existence, rights and franchises, and to conduct and carry on the Company's business. Nothing herein contained shall prevent the Company from at any time being merged or consolidated into or with any corporation or corporations, or selling or otherwise transferring all or substantially all of its assets to any person, firm or corporation, provided that the provisions of this Agreement shall be binding upon and shall inure to the benefit of the corporation resulting from such merger or consolidation, or the person, firm or corporation to which such assets shall be sold or transferred. 11. Arbitration. Any controversy or claim arising out of or in connection with this Agreement shall be settled by arbitration in accordance with the rules then obtaining of the American Arbitration Association. Such controversies shall be submitted to three arbitrators, one arbitrator being selected by the Company, one arbitrator being selected by you, and the third being selected by the two so selected by the Company and you, or if we cannot agree upon a third, by the American Arbitration Association. In the event that either the Company or you, within one month after notification of any demand for arbitration hereunder, shall not have selected its arbitrator and given notice thereof by registered or certified mail to the other party, such arbitrator shall be selected by the American Arbitration Association. Confirmation of any award in any such arbitration may be had in any court having jurisdiction of the person against whom such award is rendered. The Company shall immediately upon request pay all costs and expenses, including, without limitation, all legal fees incurred by you, whether as plaintiff or defendant, in any arbitration or legal proceeding in connection with this Agreement, provided that such arbitration or legal proceeding occurs following a Change of Control of the Company. 12. Unconditional Obligation. The Company's obligation to pay Base Salary and Incentive Compensation (if any) to you in accordance with this Agreement shall be unconditional and absolute and shall not be subject to offset, reduction, withholding or suspension by the Company by virtue of any claims which the Company may allege against you, it being agreed that the Company's sole remedy with respect to any such claims shall be to seek redress thereof through arbitration in accordance with Paragraph 11. Base Salary due you hereunder shall always be paid in equal weekly installments or in accordance with the policy as in effect for executive officers of the Company at the time of payment. 13. Binding Agreement. The provisions of this Agreement shall be binding upon you, your executors, administrators, and legal representatives, and upon the Company, its successors and assigns. This Agreement is not assignable by you without the Company's written consent. 14. Construction. This Agreement shall be governed by and construed in accordance with the Laws of the Commonwealth of Massachusetts. 15. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. 16. Waivers and Modifications. No waiver by either party of any breach by the other of any provision hereof shall be deemed to be a waiver of any later or other breach hereof, or a waiver of any other provision of this Agreement. This Agreement sets forth all of the terms of the understandings between the parties with reference to the subject matter set forth herein (except with respect to proprietary information, Incentive Compensation and the non-qualified stock option granted you under Paragraph 4B of your prior Employment Agreement) and may not be waived, changed, amended, discharged or terminated orally or by any course of dealing between the parties, but only by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought to be enforced. 17. Legal Effect; Prior Stock Option. This Employment Agreement shall supersede all prior negotiations, commitments, understandings and agreements between you and the Company as to the terms of your employment (except with respect to proprietary information, Incentive Compensation and the non-qualified stock option granted you under Paragraph 4B of your prior Employment Agreement) and shall be effective in accordance with its terms. With the execution of this Employment Agreement, your prior Employment Agreement with the Company which was re-executed on May 28, 1992, shall become null and void and shall be of no further force or effect except that the non-qualified stock option granted you under Paragraph 4B of said prior Employment Agreement shall remain in full force and effect in accordance with its terms except that said stock option is hereby amended so that the final two installments thereof shall become exercisable together on March 1, 2000, without any requirement that any performance criteria of the Company be achieved and provided only that you are an employee of the Company on that date. Any proprietary information agreement executed pursuant to Paragraph 9 of your prior Employment Agreement shall remain in effect. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized representative and its corporate seal to be hereunto affixed and you have hereunto set your hand and seal effective as of the 11th day of February, 1999. HELIX TECHNOLOGY CORPORATION By: /s/Marvin G. Schorr ------------------------------------ Marvin Schorr Chairman of the Board ACCEPTED AND AGREED TO: /s/Robert J. Lepofsky ------------------------------------ Robert J. Lepofsky EX-27.1 3 FDS
5 1000 3-MOS DEC-31-1999 APR-02-1999 6,535 18,321 13,783 (228) 14,848 59,707 37,051 (26,790) 77,941 15,104 0 0 0 22,319 40,518 77,941 25,900 25,900 15,111 9,223 (373) 0 0 1,939 679 1,260 0 0 0 1,260 0.06 0.06
EX-27.2 4 FDS
5 1000 3-MOS DEC-31-1998 MAR-27-1998 9,812 29,029 14,881 (234) 16,404 77,634 35,062 (23,059) 96,410 17,593 0 0 0 22,215 56,602 96,410 31,494 31,494 16,792 11,881 (707) 0 0 3,528 1,662 1,866 0 0 0 1,866 0.08 0.08
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