10-Q 1 l84686ae10-q.txt R.G. BARRY CORPORATION FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 -------------------- 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 1-8769 ------ R. G. BARRY CORPORATION ----------------------- (Exact name of registrant as specified in its charter) OHIO 31-4362899 ------------------------------------------------------------ (State or other jurisdiction (IRS Employer of incorporation or organization) Identification Number) 13405 Yarmouth Road NW, Pickerington, Ohio 43147 -------------------------------------------------------- (Address of principal executive offices) (Zip Code) 614-864-6400 ------------ (Registrant's telephone number, including area code) NOT APPLICABLE -------------- (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 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 --------- --------- Common Shares, $1 Par Value, Outstanding as of September 30, 2000 - 9,371,657 ------------------------------ Index to Exhibits at page 13 Page 1 of 20 pages 2 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS R. G. BARRY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
September 30, 2000 January 1, 2000 ------------------ --------------- (in thousands) ASSETS: Cash and cash equivalents $ 3,341 10,006 Accounts receivable, less allowances 31,061 9,654 Inventory 48,535 40,652 Deferred income taxes 7,703 7,711 Recoverable income taxes 1,335 -- Prepaid expenses 1,943 2,538 -------- ------- Total current assets 93,918 70,561 -------- ------- Property, plant and equipment, at cost 43,047 43,333 Less accumulated depreciation & amortization 30,021 28,925 -------- ------- Net property, plant and equipment 13,026 14,408 -------- ------- Goodwill, net of amortization 2,133 2,602 Other assets 4,856 4,476 -------- ------- $113,933 92,047 ======== ======= LIABILITIES AND SHAREHOLDERS' EQUITY: Current installments of long-term debt 2,432 2,143 Short-term notes payable 30,000 682 Accounts payable 6,505 8,424 Accrued expenses 3,216 5,554 -------- ------- Total current liabilities 42,153 16,803 -------- ------- Accrued retirement costs and other, net 7,076 6,262 Long-term debt, excluding current installments 7,605 8,571 -------- ------- Total liabilities 56,834 31,636 -------- ------- Minority interest 296 242 Shareholders' equity: Preferred shares, $1 par value Authorized 3,775,000 Class A shares, 225,000 Series I Junior Participating Class A shares, and 1,000,000 Class B shares, none issued -- -- Common shares, $1 par value Authorized 22,500,000 shares (excluding treasury shares) 9,372 9,349 Additional capital in excess of par value 12,069 12,050 Deferred compensation (495) (539) Accumulated other comprehensive loss (121) (92) Retained earnings 35,978 39,401 -------- ------- Net shareholders' equity 56,803 60,169 -------- ------- $113,933 92,047 ======== =======
Page 2 of 20 pages 3 R. G. BARRY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
Thirteen weeks ended Thirty-nine weeks ended -------------------- ----------------------- Sept. 30, 2000 Oct. 2, 1999 Sept. 30, 2000 Oct. 2, 1999 -------------- ------------ -------------- ------------ (in thousands) Net sales $42,396 48,118 88,875 88,020 Cost of sales 26,524 26,433 58,953 52,823 ------- ------ ------- ------- Gross profit 15,872 21,685 29,922 35,197 Selling, general and administrative expense 16,012 18,820 39,439 45,261 Restructuring charge 524 -- 524 -- ------- ------ ------- ------- Operating income (loss) (664) 2,865 (10,041) (10,064) Other income 1,109 130 1,495 414 Proceeds from litigation, net of expenses incurred -- -- 4,476 -- Interest expense (751) (674) (1,348) (1,311) Interest income 54 12 161 313 ------- ------ ------- ------- Net interest expense (697) (662) (1,187) (998) Income (loss) before income tax benefit (252) 2,333 (5,257) (10,648) Income tax (benefit) (58) 860 (1,889) (4,008) Minority interest, net of tax (5) -- (55) -- ------- ------ ------- ------- Net income (loss) $ (199) 1,473 (3,423) (6,640) ======= ====== ======= ======= Net income (loss) per common share Basic $ (0.02) 0.15 (0.36) (0.70) ======= ====== ======= ======= Diluted $ (0.02) 0.15 (0.36) (0.70) ======= ====== ======= ======= Average number of common shares outstanding Basic 9,393 9,337 9,406 9,490 ======= ====== ======= ======= Diluted 9,393 9,337 9,406 9,490 ======= ====== ======= =======
Page 3 of 20 pages 4 R. G. BARRY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
Thirty-nine weeks ended September 30, 2000 October 2, 1999 ------------------ --------------- (in thousands) Cash flows from operating activities: Net income (loss) $ (3,423) (6,640) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization of property, plant and equipment 1,628 1,393 Amortization of goodwill 102 86 Amortization of deferred compensation 86 -- Minority interest 55 -- Net (increase) decrease in: Accounts receivable, net (21,567) (18,406) Inventory (8,055) (11,488) Prepaid expenses 605 (44) Recoverable income taxes (1,335) (2,149) Other (1,988) (257) Net increase (decrease) in: Accounts payable (1,811) 1,058 Accrued expenses (2,302) (7,104) Accrued retirement costs and other 1,172 863 -------- ------- Net cash used in operating activities (36,833) (42,688) -------- ------- Cash flows from investing activities: Acquisition of business, net of cash acquired -- (2,788) Additions to property, plant and equipment, net (528) (2,912) -------- ------- Net cash used in investing activities (528) (5,700) -------- ------- Cash flows from financing activities: Proceeds (repayments) of long-term debt, net 1,319 (2,143) Proceeds from short-term notes, net 29,318 30,000 Stock options exercised -- 35 Treasury share acquisitions -- (4,149) -------- ------- Net cash provided by (used in) financing activities 30,637 23,743 -------- ------- Effect of exchange rates on cash 59 -- -------- ------- Net decrease in cash (6,665) (24,645) Cash at the beginning of the period 10,006 29,596 -------- ------- Cash at the end of the period $ 3,341 4,951 ======== ======= Supplemental cash flow disclosures: Interest paid $ 1,354 1,537 ======== ======= Income taxes paid $ 998 5,583 ======== =======
Page 4 of 20 pages 5 R. G. BARRY CORPORATION AND SUBSIDIARIES Notes to Financial Statements Under Item 1 of Part I of Form 10-Q for the periods ended September 30, 2000 and October 2, 1999 1. These interim financial statements are unaudited. All adjustments (consisting solely of normal recurring adjustments) have been made which, in the opinion of management, are necessary to fairly present the results of operations. 2. The Company operates on a fifty-two or fifty-three week annual fiscal year, ending annually on the Saturday nearest December 31. Fiscal 2000 and 1999 are both fifty-two week years. 3. A substantial portion of inventory is valued using the dollar value LIFO method and, therefore, it is impractical to separate inventory values between raw materials, work-in-process and finished goods. 4. Income tax (benefit) for the periods ended September 30, 2000 and October 2, 1999, consists of:
2000 1999 ---- ---- (in thousands) Current: U. S. Federal $(1,731) (3,721) State & Local (158) (287) ------- ------ Total $(1,889) (4,008) ======= ======
The income tax (benefit) reflects a combined federal, foreign, state and local effective rate of approximately 35.8 percent and 37.6 percent for the first nine months of 2000 and 1999, respectively, as compared to the statutory U. S. federal rate of 34 percent. Income tax (benefit) for the periods ended September 30, 2000 and October 2, 1999 differed from the amounts computed by applying the U. S. federal income tax rate of 34 percent to pretax (loss), as a result of the following:
2000 1999 ---- ---- (in thousands) Computed "expected" tax (benefit): U. S. Federal tax (benefit) $(1,787) (3,727) Other, net 2 (94) State & Local (benefit), net of federal income taxes (104) (187) ------- ------ Total $(1,889) (4,008) ======= ======
5. The computation of basic earnings (loss) per common share has been computed based on the weighted average number of common shares outstanding during each period. Diluted earnings (loss) per common share is based on the weighted average number of outstanding common shares during the period, plus, when their effect is dilutive, potential common shares consisting of certain common shares subject to stock options and the stock purchase plan. Page 5 of 20 pages 6 R. G. BARRY CORPORATION AND SUBSIDIARIES Notes to Financial Statements Under Item 1 of Part I of Form 10-Q for the periods ended September 30, 2000 and October 2, 1999 - continued 6. Segment Information - The Company manufactures and markets comfort footwear for at-and-around-the-home and supplies thermal retention technology products. The Company considers its "Barry Comfort" at-and-around-the-home comfort footwear groups in North America and in Europe, and the thermal retention technology group, "Thermal", as its three operating segments. The accounting policies of the operating segments are substantially similar, except that the disaggregated information has been prepared using certain management reports, which by their very nature require estimates. In addition, certain items from these management reports have not been allocated among the operating segments, including such items as a) costs of certain administrative functions, b) current and deferred income tax expense or benefit and deferred tax assets or liabilities, and c) in some periods, certain other operating provisions.
Barry Comfort ------------- Thirty nine weeks - 2000 North Intersegment (in thousands) America Europe Thermal Eliminations Total ------- ------ ------- ------------ ----- Net sales $ 75,202 $ 9,418 $ 4,536 $ (281) $ 88,875 Depreciation and amortization 1,284 187 157 1,628 Interest income 249 -- 29 (117) 161 Interest expense 1,317 31 117 (117) 1,348 Pre tax earnings (loss) (4,325) (1,230) 243 55 (5,257) Additions to property, plant and equipment, net 329 148 51 528 Total assets devoted $103,504 $ 7,724 $ 7,059 $(4,354) $113,933 ======== ======= ======= ======= ======== Barry Comfort ------------- Thirty nine week - 1999 North Intersegment (in thousands) America Europe Thermal Eliminations Total ------- ------ ------- ------------ ----- Net sales $ 73,533 $ 8,098 $ 6,617 $ (228) $ 88,020 Depreciation and amortization 1,189 17 187 1,393 Interest income 518 -- -- (205) 313 Interest expense 1,330 (19) 205 (205) 1,311 Pre tax earnings (loss) (5,956) (1,248) (3,415) (29) (10,648) Additions to property, plant and equipment, net 2,801 -- 111 2,912 Total assets devoted $111,931 $12,069 $ 6,960 $(4,475) $126,485 ======== ======= ======= ======= ========
7. Restructuring Charges - In December 1999, the Company announced a plan to reduce costs and improve operating efficiencies, and recorded a restructuring charge of $1.8 million as a component of 1999 operating expense. In the third quarter of 2000, the Company increased this charge by $524 thousand, primarily in conjunction with the closing of the warehouse in San Antonio, Texas. The following schedule highlights actual charges related to those activities through September 30, 2000.
As of Adjustments As of January 1, 2000 in 2000 Paid in 2000 Sept. 30, 2000 --------------- ------- ------------ -------------- Employee separations $1,487 (128) 976 383 Other exit costs 94 135 16 213 Noncancelable lease costs 213 517 534 196 ------ ----- ------ ---- Restructuring costs $1,794 $ 524 $1,526 $792 ====== ===== ====== ====
Page 6 of 20 pages 7 R. G. BARRY CORPORATION AND SUBSIDIARIES ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources ------------------------------- At the end of the third quarter of 2000, we had $51.8 million in net working capital. This compares with $57.4 million at the end of the same quarter in 1999, and $53.8 million at the end of fiscal 1999. Our capital expenditures during the first three quarters of 2000, amounted to $528 thousand, compared with $2.9 million during the same period of 1999. Capital expenditures during the first three quarters of 2000 have been more consistent with and perhaps even somewhat less than historical levels, and represent a normal pattern of replacement of capital equipment. Capital expenditures in 1999 were higher than in 2000 and higher than in most previous years, primarily due to the various unique activities in 1999, including: equipping a new warehouse in San Antonio; starting up a plant in the Dominican Republic; and purchasing a warehouse in Goldsboro, that was formerly leased. Capital expenditures in both years have been funded out of working capital. The decrease in net working capital from the end of the third quarter of 1999 to the end of the third quarter of 2000 is primarily the result of the losses we incurred in the fourth quarter of 1999, and during the first three quarters of 2000. Net working capital at the end of the third quarter of 2000 is about $2.0 million lower than at the end of fiscal 1999, mainly as a result of the loss incurred during the first three quarters of 2000. Highlights of the significant changes in the components of net working capital are: o We ended the third quarter of 2000, with $3.3 million in cash and $30 million in short-term bank loans. This compares with the third quarter of 1999, when we had $5.0 million in cash and $30 million in short-term bank loans. There were no short-term bank loans outstanding at the end of fiscal 1999. o Accounts receivables at the end of the third quarter of 2000, at $31.1 million, are approximately $6.0 million lower than the $37.1 million at the end of the same quarter of 1999, mainly as a result of lower net sales in the third quarter of 2000 than in 1999. The increase in accounts receivable from the $9.7 million at the end of fiscal 1999, represents a normal seasonal pattern of change in receivables. o Inventories at the end of the third quarter of 2000, at $48.5 million, are about 4.8 percent reduced from the inventory levels of $51.0 million one year ago, and increased from $40.7 million at the end of fiscal 1999. The decrease in inventories from the end of the third quarter of 1999 to the end of the third quarter of 2000 is mainly a result of a planned reduction in inventory levels, and is principally a reduction from last year in the amount of Thermal products inventories. The seasonal increase in inventories from the end of fiscal 1999 represents a normal seasonal pattern of change in inventories in anticipation of supporting sales later in the year. We currently have in place a Revolving Credit Agreement ("Revolver"), with our three main lending banks. The Revolver currently provides a seasonally adjusted available line of credit ranging from $3 million during January, to a peak of $30 million from April through November. The Revolver contains financial covenants that we believe are not uncommon for agreements of similar type and duration. Several times during 2000, including the latest in October, the Company and the banks have entered into amendments to the Revolver modifying certain provisions. The latest amendment, filed as an exhibit to this report, also eliminated certain covenant compliance requirements. We are in compliance with all the covenants of the Revolver, as amended, and all other debt agreements. The Revolver currently extends through 2001 and provides for extensions upon request and with the approval of the banks. We believe that we will be able to continue our funding requirements under the Revolver. Page 7 of 20 pages 8 Management's Discussion and Analysis of Financial Condition and Results of Operations - continued Impact of Recently Issued Accounting Standards ---------------------------------------------- The FASB issued Statement No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities, an Amendment of FASB Statement No. 133", which is required to be adopted in fiscal years beginning after June 15, 2000. The Statement permits early adoption as of the beginning of any fiscal quarter after its issuance. We expect to adopt the new Statement effective January 1, 2001. The Statement will require companies to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value will be immediately recognized in earnings. We do not anticipate that the adoption of this Statement will have a significant effect on our results of operations or financial position. Results of Operations --------------------- During the third quarter of 2000, net sales amounted to $42.4 million, an 11.9 percent decrease compared with sales of $48.1 million during the same quarter in 1999. For the three quarters, net sales amounted to $88.9 million, a 1.0 percent increase in net sales when compared with the first three quarters of 1999. The North American sales declined about $2.6 million, primarily a decline in merchandise shipped to mass merchandisers, such as Wal-Mart, where in the third quarter of 2000 we chose to discontinue a low-margin promotional program that had been in place in 1999. Sales to mass merchandising customers for the nine-month period are greater than last year. Also during the third quarter of 1999, there were about $1 million of net sales of our Soluna(R) spa at-home line that was discontinued in 2000. Net sales in Europe are about $1.9 million lower for the quarter than last year, mainly as a result of the change in our method of selling in the United Kingdom from a full service sales operation to a strategic alliance distributorship-type arrangement. For the full nine months, net sales in Europe are about 16.3 percent ahead of last year, partially as a result of inclusion of Fargeot net sales for the first half of 2000. Thermal sales have declined from 1999 to 2000 both in the quarter and the nine months. During the third quarter, Papa John's International, Inc., a large Thermal customer using our Quick Heat(TM) pizza delivery system, requested and we agreed to permit them to amend their purchase agreement with us. The amendment gives them the option to cancel up to 40 percent of their original $12.5 million order. We believe their request is not related to any change in strategy regarding our heat delivery system, but instead deals with their timetable for introducing Quick Heat(TM) across their many restaurants. (See also note 6 of notes to consolidated financial statements for selected segment information.) Gross profit for the third quarter amounted to $15.9 million, or 37.4 percent of net sales. This compares with gross profit of $21.7 million, or 45.1 percent of net sales, in the same quarter of 1999. For the nine months, gross profit decreased to $29.9 million, or 33.7 percent of net sales, in 2000 compared with $35.2 million, or 40.0 percent of net sales, in 1999. Most of the decline in gross profit as a percentage of net sales is the result of: a) a shift in the mix of products sold, to relatively more lower margin mass merchandising channels of distribution, b) the sale of low margin out-of-season and close-out merchandise at lower margins, and c) the inclusion of lower margin Fargeot products in 2000. Manufacturing variances in 2000, which are mainly a result of excess production capacity, are comparable to those incurred in 1999 and did not materially affect the relationship of gross profit between the two periods. Selling, general and administrative expenses during the third quarter are about $2.8 million lower than in 1999. For the nine-month period, these expenses are about $5.8 million lower than in 1999. During 2000, we have attempted to reduce these expenses, as a result of the restructuring plan we announced and implemented late in the fourth quarter of 1999. Also, during the third quarter of 2000, we took an Page 8 of 20 pages 9 Management's Discussion and Analysis of Financial Condition and Results of Operations - continued additional restructuring charge in the amount of $524 thousand, primarily in conjunction with closing the warehouse in San Antonio, Texas. Late in the first quarter of 2000, we reached a resolution of patent infringement litigation with Domino's Pizza, Inc. As a part of the settlement of the litigation, we received a $5 million cash payment in early April 2000, which is included in the results of operations for 2000. We also recognized about $1 million in royalty payments to be paid by Domino's under the agreement. Net interest expense for the third quarter of 2000 amounted to $697 thousand compared with net interest of $662 thousand for the same quarter of 1999. For the nine months, net interest expense in 2000 amounted to $1.2 million, compared with $1.0 million in 1999. During 2000, interest rates generally are about 1.1 percentage points greater than in 1999 and during 2000 our banks have raised the cost of our short-term borrowing, when compared with 1999, by an added 0.5 percent. For the third quarter of 2000, we incurred a net loss of $199 thousand, or $0.02 per share, compared with a net profit during the same quarter of 1999 of $1.5 million, or $0.15 per share. For the nine months, we incurred a net loss in 2000 of $3.4 million, or $0.36 per share. The results of operations for the nine months of 2000 include the settlement of the patent infringement litigation. We estimate that without the settlement (and net of the litigation expenses incurred), we would have incurred a net loss after taxes of approximately $6.2 million, or $0.66 per share. By comparison, during the first nine months of 1999, we incurred a net loss after taxes of $6.6 million, or $0.70 per share. Per share calculations for both years are the same for both basic loss per share and for diluted loss per share. -------------------------------------------------------------------------------- "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: The statements in this Quarterly Report on Form 10-Q, which are not historical fact are forward looking statements based upon our current plans and strategies, and reflect our current assessment of the risks and uncertainties related to business, including such things as product demand and market acceptance; the economic and business environment and the impact of governmental regulations, both in the United States and abroad; the effects of direct sourcing by customers of competitive products from alternative suppliers; the effect of pricing pressures from retailers; inherent risks of international development, including foreign currency risks, the implementation of the Euro, economic, regulatory and cultural difficulties or delays in our business development outside the United States; our ability to improve processes and business practices to keep pace with the economic, competitive and technological environment; the availability and costs of financing; capacity, efficiency, and supply constraints; weather; and other risks detailed in the our press releases, shareholder communications, and Securities and Exchange Commission filings. Actual events affecting us and the impact of such events on our operations may vary from those currently anticipated. -------------------------------------------------------------------------------- Page 9 of 20 pages 10 ITEM 3 - Quantitative and Qualitative Disclosures About Market Risk Foreign Currency Risks ---------------------- We transact business in various foreign countries. Our primary foreign currency net cash outflows occur in Mexico and to a lesser extent in the Dominican Republic. We do not hedge anticipated foreign currency net cash outflows in the Mexican Peso or the Dominican Peso, as these currencies generally have declined in value over time, when compared with the U. S. Dollar. In addition, forward contracts in these currencies are not normally economically available. Our primary foreign currency net cash inflows are generated from Canada and Western Europe. We do employ a foreign currency hedging program utilizing currency forward exchange contracts for anticipated net cash inflows in the these areas. Under this program, increases or decreases in net local operating revenue and expenses as measured in U. S. Dollars are partially offset by realized gains and losses on hedging instruments. The goal of the hedging program is to economically fix the exchange rates on projected foreign currency net cash inflows. Foreign currency forward contracts are not used for trading purposes. All foreign currency contracts are marked-to-market and unrealized gains and losses are included in the current period's calculation of net income. Because not all economic hedges qualify as accounting hedges, unrealized gains and losses may be recognized in net income in advance of the actual projected net foreign currency cash flows. This often results in a mismatch of accounting gains and losses, and transactional foreign currency net cash flow gains and losses. We believe that the impact of foreign currency forward contracts is not material to our financial condition or results of operations. At the end of the third quarter of 2000, we had net foreign currency contracts outstanding to sell forward the following currencies. All contracts mature later in 2000.
Approximate Estimated Fair Unrealized Nominal Amount in US Average Value as of Gain as of Dollars Exchange Rate Sept. 30, 2000 Sept. 30, 2000 (in thousands) (in thousands) Canadian Dollar $348 USD1 = CAD 1.43 $333 $15 Euros $ 92 USD1 = EUR 1.09 $ 88 $ 4
Page 10 of 20 pages 11 PART II - OTHER INFORMATION Item 1. Legal Proceedings -------------------------- Not applicable Item 2. Changes in Securities and Use of Proceeds -------------------------------------------------- (a) through (d) Not Applicable Item 3. Defaults Upon Senior Securities ---------------------------------------- (a), (b) Not Applicable Item 4. Submission of Matters to a Vote of Security Holders ------------------------------------------------------------ (a) - (d) Not Applicable Item 5. Other Information -------------------------- No response required Item 6. Exhibits and Reports on Form 8-K ---------------------------------------- (a) Exhibits: See Index to Exhibits at page 13. (b) Reports on Form 8-K: No reports on Form 8-K were filed during the quarter ended September 30, 2000. Page 11 of 20 pages 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. R. G. BARRY CORPORATION ----------------------- Registrant November 13, 2000 ----------------- date /s/ Daniel D. Viren ------------------------------- Daniel D. Viren Senior Vice President - Finance (Principal Financial Officer) (Duly Authorized Officer) Page 12 of 20 pages 13 R. G. BARRY CORPORATION INDEX TO EXHIBITS Exhibit No. Description Location ----------- ----------- -------- 4 Third Amendment to Revolving Credit Agreement, dated 14 through 19 as of October 27, 2000, among The Huntington National Bank, The Bank of New York, and Bank One, N. A., as lenders; The Huntington National Bank, as agent; and the Registrant 27 Financial Data Schedule 20 (Period ended September 30, 2000) Page 13 of 20 pages