-----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, JzpUvR9dkSKWGJ2KpdZrod1tLnFgOCT/liS9EH6OvBdsUndW6pTUSKw/Vsn59vrm dSUjUjvKZlkxHp+OBp5S1w== 0000897101-00-000118.txt : 20000215 0000897101-00-000118.hdr.sgml : 20000215 ACCESSION NUMBER: 0000897101-00-000118 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INNOVEX INC CENTRAL INDEX KEY: 0000050601 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 411223933 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-13143 FILM NUMBER: 540344 BUSINESS ADDRESS: STREET 1: 530 ELEVENTH AVENUE SOUTH CITY: HOPKINS STATE: MN ZIP: 55343-9904 BUSINESS PHONE: 6129384155 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934 [x] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934. For the Period ended December 31, 1999. OR [ ] Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934. Commission File Number: 0-13143 INNOVEX, INC. (Exact name of registrant as specified in its charter) Minnesota 41-1223933 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 530 Eleventh Avenue South, Hopkins, Minnesota 55343-9904 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (612) 938-4155 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes - X No As of February 2, 2000, 14,823,704 shares of the registrant's common stock, $.04 par value per share, were outstanding. Exhibit Index, page 12 PART 1: ITEM 1 FINANCIAL INFORMATION INNOVEX, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, September 30, 1999 1999 ASSETS (Unaudited) (Audited) - ------ ------------ ------------ Current assets: Cash and equivalents $ 3,969,666 $ 6,231,430 Short-term investments 11,695,000 19,310,000 Accounts receivable, 23,905,962 28,498,621 Inventories 13,293,196 15,891,945 Income taxes receivable 4,540,852 -- Other current assets 6,444,830 6,385,053 ------------ ------------ Total current assets 63,849,506 76,317,049 Property, plant and equipment, net of accumulated depreciation of $20,640,000 and $18,740,000 81,574,858 87,158,237 Intangible and other assets, net of accumulated amortization of $708,000 and $506,000 7,631,737 4,841,025 Deferred income taxes 10,897,908 10,442,908 Other assets 46,546 46,905 ------------ ------------ $164,000,555 $178,806,124 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current liabilities: Current maturities of long-term debt $ 613,233 $ 307,702 Line of credit 14,163,931 9,163,931 Accounts payable 13,012,146 25,104,517 Accrued compensation 831,337 932,573 Income taxes payable -- 592,264 Other accrued liabilities 13,301,434 9,195,392 ------------ ------------ Total current liabilities 41,922,081 45,296,379 Long-term debt, less current maturities 26,692,535 26,375,546 Stockholders' equity: Common stock, $.04 par value; 30,000,000 shares authorized, 14,823,704 and 14,822,104 shares issued and outstanding 592,948 592,884 Capital in excess of par value 16,195,616 16,181,730 Retained earnings 78,597,375 90,359,585 ------------ ------------ Total stockholders' equity 95,385,939 107,134,199 ------------ ------------ $164,000,555 $178,806,124 ============ ============
See accompanying notes to condensed consolidated financial statements. Page 2 of 13 INNOVEX, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended December 31, 1999 1998 ---- ---- Net sales $ 44,724,625 $ 22,027,861 Costs and expenses: Cost of sales 40,009,449 14,951,328 Selling, general and administrative 4,235,842 2,423,189 Engineering 1,704,115 921,506 Restructuring charges 13,785,085 -- Net interest (income) expense 526,829 (394,419) Net other (income) expense 194,660 (71,510) ------------ ------------ Income (loss) before taxes (15,731,355) 4,197,767 Provision for income taxes (4,562,093) 1,203,000 ------------ ------------ Net income (loss) $(11,169,262) $ 2,994,767 ============ ============ Net income (loss) per share: Basic $ (0.75) $ 0.20 ============ ============ Diluted $ (0.75) $ 0.20 ============ ============ Weighted average shares outstanding: Basic 14,823,634 14,780,474 ============ ============ Diluted 14,823,634 15,062,102 ============ ============ See accompanying notes to condensed consolidated financial statements. Page 3 of 13 INNOVEX, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended December 31, 1999 1998 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $(11,169,262) $ 2,994,767 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 2,988,733 1,784,929 Restructuring and asset impairment charges 13,785,085 -- Other non-cash charges (credits) (120,682) -- Changes in operating assets and liabilities: Accounts receivable 4,416,659 (2,702,619) Inventories 2,218,749 (823,831) Other current assets (59,777) (228,003) Accounts payable (12,092,370) (82,334) Other liabilities (2,643,082) 1,995 Income taxes payable (5,588,116) 1,203,000 ------------ ------------ Net cash provided by (used in) operating activities (8,264,063) 2,147,904 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (2,909,832) (2,235,383) Business acquisition (3,750,000) -- Proceeds from sale of assets 3,609 34,522 Purchase of held-to-maturity securities -- (5,160,000) Maturities of held-to-maturity securities 7,615,000 8,825,000 ------------ ------------ Net cash provided by (used in) investing activities 958,777 1,464,139 CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on long-term debt 622,520 (20,479) Net activity on line of credit 5,000,000 -- Proceeds from exercise of stock options 13,950 18,966 Dividends paid (592,948) (517,286) ------------ ------------ Net cash provided by (used in) financing activities 5,043,522 (518,799) Increase (decrease) in cash and equivalents (2,261,764) 3,093,244 Cash and equivalents at beginning of year 6,231,430 17,021,264 ------------ ------------ Cash and equivalents at end of period $ 3,969,666 $ 20,114,508 ============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for interest was $607,000 and $15,000 in 1999 and 1998, respectively. Income tax payments were $107,000 and $-0- in 1999 and 1998, respectively. See accompanying notes. Page 4 of 13 INNOVEX INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - FINANCIAL INFORMATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions on Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited condensed consolidated financial statements include the accounts of Innovex, Inc. and its subsidiaries (the "Company") after elimination of all significant intercompany transactions and accounts. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of operating results have been made. Operating results for interim periods are not necessarily indicative of results that may be expected for the year as a whole. The Company utilizes a fiscal year that ends on the Saturday nearest to September 30. For clarity of presentation, the Company has described all periods as if they end at the end of the calendar quarter. For further information, refer to the consolidated financial statements and footnotes included in the registrant's annual report on Form 10-K for the year ended September 30, 1999. Preparation of the Company's condensed consolidated financial statements requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and related revenues and expenses. Actual results could differ from these estimates. NOTE 2 - RESTRUCTURING CHARGES LEAD WIRE ASSEMBLY PRODUCT LINE DISPOSITION- During the fourth quarter of fiscal 1999, the Company recorded a charge of approximately $2,765,000 related to the discontinuation of the lead wire assembly product line. The charge included approximately $871,000 related to asset impairment, $1,403,000 for the write off of inventory and supplies, $197,000 in employee severance, $156,000 in facility abandonment costs and $138,000 to increase the accounts receivable reserve. The disposition will be substantially complete by March 2000. MANUFACTURING OPERATIONS RESTRUCTURING- The fiscal 2000 first quarter includes a $13,785,085 restructuring charge related to restructuring the Company's manufacturing operations. The restructuring is primarily related to moving operations from the Company's Agua Prieta, Mexico facility to its new facility in Lamphun, Thailand. The charge was recorded pursuant to a plan announced in November 1999. The charge included approximately $6,581,000 related to asset impairment of property and equipment, $380,000 for the write off of inventory and supplies, $176,000 for increasing the accounts receivable reserve, and accrued liabilities of $2,101,000 for facility abandonment costs and $4,547,000 in employee severance and benefits. This restructuring will be substantially complete by September 2000. As of December 31, 1999, the following amounts were accrued: Balance at Balance at September December 30, 1999 Activity 31, 1999 (IN THOUSANDS) Lead wire product assembly line disposition Employee severance ........................ $ 197 $ (26) $ 171 Facility abandonment costs ................ 156 -- 156 ------- ------- ------- .......................................... 353 (26) 327 Manufacturing network restructure Employee severance ........................ -- 4,547 4,547 Facility abandonment costs ................ -- 1,740 1,740 ------- ------- ------- .......................................... -- 6,287 6,287 Total ............................. $ 353 $ 6,261 $ 6,614 ======= ======= ======= Page 5 of 13 NOTE 3 - EARNINGS PER SHARE The Company's basic net income per share is computed by dividing net income by the weighted average number of outstanding common shares. The Company's diluted net income per share is computed by dividing net income by the weighted average number of outstanding common shares and common share equivalents relating to stock options when dilutive. Options to purchase 771,970 shares of common stock with a weighted average exercise price of $14.72 were outstanding during the three month period ending December 31, 1999, but were excluded from the computation of common share equivalents because they were not dilutive. Options to purchase 191,050 shares of common stock with a weighted average exercise price of $26.33 were outstanding during the three month period ending December 31, 1998, but were excluded from the computation of common share equivalents because they were not dilutive. NOTE 4 - INVENTORIES Inventories are comprised of the following: December 31, September 30, -------------------------- 1999 1999 -------------------------- Raw materials and purchased parts $ 7,771,522 $ 8,753,336 Work-in-process and finished goods 5,521,674 7,138,609 -------------------------- $13,293,196 $15,891,945 ========================== PART I: ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS THE COMPANY On July 7, 1999, Innovex, Inc. and its subsidiaries (the "Company") commenced a tender offer to purchase all of the issued and outstanding stock of ADFlex Solutions, Inc. ("ADFlex") at a purchase price of $3.80 per share. The tender offer closed on August 3, 1999. Approximately 76% of the outstanding shares of ADFlex were tendered in response to the offer. On August 9, 1999, the Company consummated the purchase of the tendered shares. The remaining approximately 24% of ADFlex issued and outstanding common stock not tendered in response to the tender offer was acquired by the Company through a merger transaction completed on September 14, 1999. The total ADFlex purchase price, including transaction costs, change in control payments and all of the issued and outstanding common stock was approximately $37 million. The Company also obtained credit facilities totaling in principal amount $40 million, which were utilized to refinance ADFlex's outstanding debt, pay down current liabilities and pay related transaction costs. Prior to the acquisition, ADFlex was a leading supplier of flexible circuit based solutions to the computer, computer peripheral, communications and consumer electronics industries. Applications for these flex-based interconnects include cellular phones, hard disk drives, other storage systems, high-end consumer products, notebook computers, pagers and personal communication systems. ADFlex's diverse customer and industry base will reduce Innovex's reliance on the disk drive industry. Prior to the ADFlex acquisition, the Company had one primary operating group, Innovex Precision Components. The Company is combining the newly acquired ADFlex operation into its existing operations of designing and manufacturing flexible circuits. Prior to fiscal 1999, the Company operated through three divisions, Precision Products (Precision), Litchfield Precision Components (LPC) and Iconovex. Each division had its own administrative, engineering, manufacturing and marketing organizations. During the quarter ending September 30, 1998, the Company combined the operations of its two core operating divisions, Precision and LPC into one operating division, Innovex Precision Components. The combination merged the rapidly growing LPC flexible circuit fabrication and chemical etching operations with Precision's high volume fine wire Page 6 of 13 manufacturing expertise. The combination also allowed Innovex to leverage Precision's disk drive industry market and trade knowledge to disk drive industry flexible circuit applications as the industry transitioned from wire interconnects. Prior to the divisional combination, the largest division, Precision, developed, engineered and manufactured specialty precision electromagnetic products for original equipment manufacturers ("OEM's"). Lead wire assemblies for the thin film disk drive market were the division's primary product. Lead wire assemblies are fine twisted magnet wires that connect the back end electronics of a disk drive with the inductive or magneto resistive thin film heads that read and write information on the disk. Since the divisional combination, the lead wire assembly revenue declined as anticipated. As a result, during the fiscal 1999 fourth quarter, charges of $2.8 million were recorded to account for the discontinuance of this product line. LPC, prior to the fiscal 1998 divisional combination, designed and manufactured highly complex flexible circuitry and chemically machined components for computer, computer peripheral, medical and other applications. The Company purchased Litchfield Precision Components, Inc. on May 16, 1996. This acquisition reduced the Company's reliance on the disk drive industry while providing an entry into the large and rapidly growing flexible circuit market. Innovex's flexible circuit operation is one of a limited number of companies in the world able to produce flexible circuits with line and spacing tolerances of less than 2 mils for the high-end portion of the flexible circuit market. The Iconovex subsidiary was established in fiscal 1994 to market and further develop a technologically advanced software product purchased in November 1993. In October 1997, Iconovex became the 51% owner of a joint venture with Solutions Corporation of America. The operations of Iconovex and its joint venture, Smart Solution, were discontinued in June 1999 as a result of revenue not developing as expected and the Company recorded a $1.7 million charge related to this disposition. Innovex, Inc. was incorporated under the laws of the State of Minnesota in 1972. Its principal executive offices are located at 530 Eleventh Avenue South, Hopkins, Minnesota 55343-9904 and its telephone number is (612) 938-4155. Products are developed and manufactured through the Company's wholly owned subsidiaries, Innovex Precision Components, Inc., Innovex Southwest, Inc., Innovex (Thailand) Ltd. and Innovex Limited. Innovex Precision Components, Inc. and Innovex Ltd. are Minnesota corporations. Innovex Southwest, Inc. is a Delaware corporation and Innovex (Thailand) Ltd. is a Thailand corporation. RESULTS OF OPERATIONS NET SALES The Company's net sales from operations totaled $44,725,000 for the quarter, up 103% from $22,028,000 reported in fiscal 1999. The increase in net sales for the first quarter of fiscal 2000 was due, in part to the increase in flexible circuit revenue from the disk drive industry. The majority of the increase was due to revenue generated from the telecommunication, network system, consumer and other industries related to the acquisition of ADFlex Solutions, Inc. in August, 1999. These increases offset a reduction in revenue generated from lead wire interconnects as the disk drive industry completes its transition to integrated interconnects including the Company's Head Interconnect Flex (HIF) and Flex Suspension Assembly (FSA). Less than 3 percent of the revenue for the quarter was generated by lead wire assemblies as compared to 57 percent for the same quarter last year. Revenue from the disk drive industry generated 52% of the Company's revenue for the quarter. In addition, 15% of the revenue was generated by flexible circuits for network system applications, 14% from telecommunication applications, 8% from consumer applications and 11% from applications from other industries. The acquisition of ADFlex has reduced the Company's dependence on the disk drive industry significantly from its historical levels of 85-90% of revenue. Fiscal 2000 should benefit from continued growth in the demand for high technology flexible circuit products including the Company's Page 7 of 13 HIF, FSA and Bridge Flex. Reductions in lead wire assembly revenue should not have a significant impact on fiscal 2000 revenue as the transition away from lead wire assembly interconnects to integrated interconnects was nearly complete at the end of fiscal 1999. Significant progress was made during fiscal 1999 in gaining customer acceptance of the Company's FSA product which will be integral to increasing revenue in the last half of fiscal 2000. Revenue is expected to increase significantly in fiscal 2000 as a result of the ADFlex acquisition. GROSS MARGINS The Company's gross profit as a percent of sales for the quarter decreased to 11%, from the 32% reported for the fiscal 1999 first quarter. The decrease was due to the quarter results including operating results related to the acquisition of ADFlex Solutions, Inc. The ADFlex revenue generates a lower gross margin percent than the high-end Innovex flexible circuit revenue due to the higher material content of the assembly portion of the business and lower level of technical tolerances required. Gross margins for the high-end flexible circuit revenue were lower as compared to the prior year due to reduced yields and costs related to new capacity installation. The increase in fiscal 2000 sales volume related to the ADFlex acquisition should result in an increase in gross margin dollars while causing a decrease in the overall gross margin percent. The Company anticipates stable to growing gross margin percents on the pre-acquisition Innovex revenue during fiscal 2000 through improved yield performance and increased utilization of the high volume manufacturing facility. OPERATING EXPENSES Operating expenses were 13.3% of sales for the current quarter, as compared to 15.2% in the prior year's first quarter. The decrease in operating expenses as a percent of sales for the current year is primarily due to increased revenue as a result of the ADFlex acquisition. Total operating expenditures increased by approximately $2.5 million as a result of the ADFlex acquisition. Fiscal 2000 operating expenses as a percent of sales are expected to decrease as a percent of sales and increase in total as a result of the ADFlex acquisition. RESTRUCTURING CHARGES A restructuring charge of $13,785,000 was recorded during the first quarter of fiscal 2000 related to the restructuring of the Company's manufacturing operations. The restructuring is primarily related to moving operations from the Company's Agua Prieta, Mexico facility to its new facility in Lamphun, Thailand. The majority of this charge includes employee severance, asset impairment of property and equipment and facility abandonment costs. The restructuring is expected to significantly reduce operating costs by the end of the fiscal year as a result of consolidating facilities and the lower Thailand cost structure. OPERATING PROFIT (LOSS) The consolidated operating loss of $(15,010,000) in the current quarter was down from the $3,732,000 profit for the prior year first quarter. The reduction is primarily due to the restructuring charge recorded during the quarter and the increase in costs related to the acquired ADFlex operation. NET INCOME (LOSS) Consolidated net loss for the fiscal 2000 first quarter was $(11,169,000) as compared to net income of $2,995,000 for the prior year. Basic and diluted net loss per share were ($0.75) as compared to net income per share of $0.20 for the prior year first quarter. LIQUIDITY AND CAPITAL RESOURCES Cash and short-term investments decreased to $15.7 million at December 31, 1999 from $25.5 million at September 30, 1999. This decrease was primarily due to the acquisition of the Company's Thailand subcontractor for $3.8 million, capital expenditures of $3.0 million and reduction of accounts payable by $12.1 million. Page 8 of 13 Accounts receivable and inventory at December 31, 1999 decreased by $4.6 and $2.6 million from September 30, 1999 due to the lower level of sales activity toward the end of the quarter. Accounts payable at December 31, 1999 decreased by $12.1 million primarily due to the payment of older payables obtained with the ADFlex acquisition and the lower level of purchasing activity toward the end of the quarter. Working capital totaled $21.9 million and $31.0 million at December 31, 1999 and September 30, 1999. The decrease was primarily due to the acquisition of the Company's subcontractor and capital expenditures made during the quarter. Since September 30, 1999, the Company has invested $2.9 million in capital expenditures and $3.8 million to acquire the Company's Thailand subcontractor. Capital expenditures include FSA attachment equipment, equipment to expand the high volume flexible circuit manufacturing facility capacity and progress payments related to the construction of a material manufacturing facility in Maple Plain, Minnesota. Capital expenditures of approximately $24 million are expected during the remainder of fiscal 2000. These expenditures will increase the Company's high volume flexible circuit manufacturing and FSA production capacities, complete the move of the Mexican operation to Thailand and equip and complete construction of a facility to produce material for use in flexible circuit manufacturing. Existing credit facilities, cash and investments and cash generated from operations are believed to be sufficient to support Company operations at current levels and capital expenditures in fiscal 2000. Additional funding may be required to fund anticipated growth. Management believes the Company's resources are sufficient to secure any growth related funding requirements. YEAR 2000 UPDATE Prior to December 31, 1999, the Company prepared a plan of action to ensure that it was not adversely affected by the year 2000 equipment and software failures that may arise in software applications and equipment with embedded logic where two-year digits are used to define the applicable year. The Company incurred costs of less than $100,000 to prepare for year 2000 issues. Based on currently available information, the Company has not experienced any material adverse impact from year 2000 issues. The Company will continue to monitor its internal systems, products, supplies and customers on an on going basis. FORWARD LOOKING STATEMENTS Statements included in this Management's Discussion and Analysis of Financial Condition and Results of Operations, elsewhere in the Company's Form 10-Q and in future filings by the Company with the SEC, except for the historical information contained herein and therein, are "forward-looking statements" that involve risks and uncertainties. These risks and uncertainties include the timely availability and acceptance of new products, the impact of competitive products and pricing, interruptions in the Company's operations or those of its suppliers or major customers as may be caused by problems arising from the year 2000, the successful move of the Mexican operation to Thailand and the successful integration of the ADFlex acquisition. In addition, a significant portion of the Company's revenue is generated from the disk drive and telecommunication industries and any changes in the structure, technology or outlook of these industries could have a significant impact on the Company's operations. The Company disclaims any obligation subsequently to revise any forward-looking statements to reflect subsequent events or circumstances or the occurrence of unanticipated events. ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Page 9 of 13 There were no material changes in the Company's market risk during the three-month period ended December 31, 1999. PART II - OTHER INFORMATION Responses to Items 1 through 5 are omitted since these items are either inapplicable or the response thereto would be negative. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits 27 Financial Data Schedule b) Reports on Form 8-K None. Page 10 of 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. INNOVEX, INC. Registrant Date: February 11, 2000 By \s\ William P. Murnane William P. Murnane President and Chief Executive Officer By \s\ Douglas W. Keller Douglas W. Keller Vice President, Finance Page 11 of 13 INDEX TO EXHIBITS Exhibits Page 27 Financial Data Schedule 13 Page 12 of 13 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S FINANCIAL STATEMENTS INCLUDED IN THE 10-Q FOR THE QUARTER ENDED DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 1,000 3-MOS SEP-30-2000 DEC-31-1999 3,970 11,695 25,432 1,526 13,293 63,850 102,215 20,640 164,001 41,922 26,693 0 0 593 94,793 164,001 44,725 44,725 40,009 40,009 0 0 772 (15,731) (4,562) (11,169) 0 0 0 (11,169) (0.75) (0.75)
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