<PAGE> 1
FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(MARK ONE)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Quarter Ended June 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: 333-15789
ChemFirst Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Mississippi 64-0679456
--------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 North Street, Jackson, MS 39202-3095
--------------------------------------------------------------------------------
(Address of principal (Zip Code)
executive offices)
Registrant's Telephone Number, including Area Code: 601/948-7550
--------------------
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
--- ---
Class Outstanding at July 31, 2000
----------------------------- ----------------------------
Common Stock, $1 Par Value 15,305,077
<PAGE> 2
Part I. Financial Information
Item 1. Financial Statements
ChemFirst Inc.
Consolidated Balance Sheets (Unaudited)
(In Thousands of Dollars)
<TABLE>
<CAPTION>
June 30 December 31
2000 1999
------------ ------------
<S> <C> <C>
Assets:
Current assets
Cash and cash equivalents $ 8,162 14,551
Accounts receivable 62,792 67,913
Inventories:
Finished products 44,401 36,860
Work in process 3,657 3,565
Raw materials and supplies 16,951 22,238
------------ ------------
Total inventories 65,009 62,663
------------ ------------
Prepaid expenses and other current assets 7,613 9,794
Net current assets of discontinued operations -- 2,532
------------ ------------
Total current assets 143,576 157,453
------------ ------------
Investments and other assets 18,666 19,189
Property, plant and equipment 397,904 390,329
Less: accumulated depreciation and amortization 178,002 164,584
------------ ------------
Property, plant and equipment, net 219,902 225,745
------------ ------------
$ 382,144 402,387
============ ============
Liabilities and Stockholders' Equity:
Current liabilities
Notes payable $ 8,435 7,668
Accounts payable 16,173 18,919
Deferred revenue -- 373
Accrued expenses and other current liabilities 14,349 17,523
Current liabilities of discontinued operations 1,421 --
------------ ------------
Total current liabilities 40,378 44,483
------------ ------------
Long-term debt 41,357 24,224
Other long-term liabilities 26,231 26,130
Deferred income taxes 20,774 18,178
Minority interest 649 649
Stockholders' equity:
Common stock 15,284 17,901
Additional paid-in capital 25,801 25,543
Accumulated other comprehensive income 305 287
Retained earnings 211,365 244,992
------------ ------------
Total stockholders' equity 252,755 288,723
------------ ------------
$ 382,144 402,387
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 3
ChemFirst Inc.
Consolidated Statements of Operations (Unaudited)
(In Thousands of Dollars and Shares, Except Per Share Amounts)
<TABLE>
<CAPTION>
3 Months Ended 6 Months Ended
June 30 June 30
---------------------------- ----------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Sales $ 98,590 80,341 194,481 150,185
Cost of sales 72,128 58,202 143,143 108,552
------------ ------------ ------------ ------------
Gross margin 26,462 22,139 51,338 41,633
General, selling and administrative expenses 14,764 12,262 28,695 23,768
Research and development expenses 1,984 1,666 3,910 3,541
Other operating income, net 729 1,075 1,534 2,881
------------ ------------ ------------ ------------
Operating earnings 10,443 9,286 20,267 17,205
Interest income 65 341 188 823
Interest expense 740 538 1,401 1,486
Other expense, net (75) (261) (59) (228)
------------ ------------ ------------ ------------
Earnings from continuing operations before income taxes 9,693 8,828 18,995 16,314
Income tax expense 3,634 3,355 7,123 6,200
------------ ------------ ------------ ------------
Earnings from continuing operations 6,059 5,473 11,872 10,114
Gain on disposal of business, net of taxes -- -- 9,656 --
------------ ------------ ------------ ------------
Net earnings $ 6,059 5,473 21,528 10,114
============ ============ ============ ============
Earnings per common share:
Continuing operations $ 0.38 0.30 0.73 0.55
Gain on disposal of business, net of taxes 0.00 0.00 0.59 0.00
------------ ------------ ------------ ------------
Net earnings $ 0.38 0.30 1.32 0.55
============ ============ ============ ============
Average shares outstanding 15,738 18,255 16,358 18,323
Earnings per common share, assuming dilution:
Continuing operations $ 0.38 0.30 0.72 0.55
Gain on disposal of business, net of taxes 0.00 0.00 0.59 0.00
------------ ------------ ------------ ------------
Net earnings $ 0.38 0.30 1.31 0.55
============ ============ ============ ============
Average shares outstanding, assuming dilution 15,839 18,500 16,467 18,518
Cash dividend declared
per share $ 0.10 0.10 0.20 0.20
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
ChemFirst Inc.
Consolidated Statements of Cash Flows (Unaudited)
(In Thousands of Dollars)
<TABLE>
<CAPTION>
June 30
----------------------------
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operations:
Net earnings $ 21,528 10,114
Adjustments to reconcile net earnings to
net cash provided by operations:
Depreciation and amortization 14,455 13,097
Provision for losses on receivables 31 86
Gain on disposal of business, net of taxes (9,656) --
Gain on disposal of equity investee -- (750)
Deferred taxes and other items 3,218 6,833
Change in current assets and liabilities, net
of effects of dispositions (1,447) (20,400)
------------ ------------
Net cash provided by continuing operations 28,129 8,980
Net cash provided by discontinued operations -- 9,061
------------ ------------
Net cash provided by operating activities 28,129 18,041
------------ ------------
Cash flows from investing activities:
Proceeds from sale of business 12,582 --
Capital expenditures (7,575) (11,442)
Other investing activities 373 29,537
------------ ------------
Net cash provided by investing activities 5,380 18,095
------------ ------------
Cash flows from financing activities:
Net borrowings (repayments) on notes payable 17,900 (30,182)
Dividends (3,152) (3,652)
Purchase of common stock (54,623) (8,866)
Proceeds from issuance of common stock 102 326
------------ ------------
Net cash used in financing activities (39,773) (42,374)
------------ ------------
Effect of exchange rate changes on cash (125) (9)
------------ ------------
Net decrease in cash and cash equivalents (6,389) (6,247)
Cash and cash equivalents at beginning of period 14,551 11,226
------------ ------------
Cash and cash equivalents at end of period $ 8,162 4,979
============ ============
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest, net of amounts capitalized $ 1,369 1,475
============ ============
Income tax payments (refunds), net $ 3,593 1,715
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
ChemFirst Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited. In Thousands of Dollars)
Note 1 - General
The financial statements included herein are unaudited and have been
prepared in accordance with generally accepted accounting principles for interim
financial reporting and Securities and Exchange Commission regulations. 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. Certain prior year
amounts have been reclassified to conform to the 2000 presentation. In the
opinion of management, the financial statements reflect all adjustments (all are
of a normal and recurring nature) which are necessary to present fairly the
financial position, results of operations and cash flows for the interim
periods. These financial statements should be read in conjunction with the
Annual Report of the Company and Form 10-K for the year ended December 31, 1999.
Note 2 - Discontinued Operations
The net assets and liabilities of discontinued operations included in
the consolidated financial statements are classified as current liabilities and
current assets at June 30, 2000 and December 31,1999, respectively, as follows:
<TABLE>
<CAPTION>
Engineered Products
and Services
Steel and Other Totals
------------ -------------------- ------------
<S> <C> <C> <C>
At June 30, 2000:
Net current liabilities of discontinued operations $ 644 777 1,421
============ ============ ============
At December 31, 1999:
Net current assets of discontinued operations $ 12,459 (9,927) 2,532
============ ============ ============
</TABLE>
The statements of operations have been reclassified to separate
discontinued and continuing operations. The gain on disposal of business in the
first quarter of the current year, net, in the amount of $9,656, was primarily
due to an adjustment in the provision for income taxes related to the
discontinued operations of Getchell Gold Corporation. The Company reevaluated
its tax exposure during the quarter ended March 31, 2000, when various statutes
governing the handling of the disposition for tax purposes expired.
5
<PAGE> 6
Note 3 - Effect Of Adopting Accounting Changes
In December 1999, the Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition in
Financial Statements. SAB 101 provides guidance on the recognition,
presentation, and disclosure of revenue in financial statements. In June 2000,
the SEC issued SAB No. 101B, Second Amendment: Revenue Recognition in Financial
Statements. SAB 101B delays the implementation date of SAB 101 for registrants
with fiscal years that begin between December 16, 1999 and March 15, 2000 until
the fourth quarter of 2000. The Company's existing practice, as outlined by
generally accepted accounting principles, has been to recognize revenue only
when realized or realizable and earned. As such, SAB 101 is not expected to
have a material effect on consolidated financial position or results of
operations.
Statement of Financial Accounting Standards ("SFAS") No. 133 -
"Accounting for Derivative Instruments and Hedging Activities," was issued in
June 1998 and, as amended, is effective for all fiscal quarters of all fiscal
years beginning after June 15, 2000. The statement establishes accounting and
reporting standards for derivative instruments and for hedging activities. All
derivatives are required to be recognized as either assets or liabilities in
the statement of financial position and measured at fair value. Changes in fair
value will be reported either in earnings or outside earnings depending on the
intended use of the derivative and the resulting designation. Entities applying
hedge accounting are required to establish at the inception of the hedge the
method used to assess the effectiveness of the hedging derivative and the
measurement approach for determining the ineffective aspect of the hedge. The
Company currently follows SFAS No. 52, "Foreign Currency Translation," and
applies hedge accounting treatment to certain foreign currency transactions by
entering into foreign currency option contracts and forward exchange contracts.
Gains and losses associated with currency rate changes on contracts hedging
foreign currency transactions are recorded in income and generally offset the
transaction losses or gains on the foreign currency cash flows that they are
intended to hedge. Gains and losses on contracts hedging firm sales commitments
are deferred until the related transactions are consummated. The effect of
adopting the Statement is currently being evaluated, however, based on current
activity, the Company does not believe the effects of adoption will be material
to its financial position or results of operation.
6
<PAGE> 7
Note 4 - Earnings Per Share
Basic EPS is based on the average number of common shares
outstanding during each period. Diluted EPS includes the effect of outstanding
common stock equivalents ("CSEs"). The following is a reconciliation of the
numerators (income) and denominators (weighted-average shares) of the basic and
diluted per share computations for net earnings:
<TABLE>
<CAPTION>
Three Months Ended June 30
2000 1999
------------------------------------ ------------------------------------
Income Shares EPS Income Shares EPS
---------- ---------- ---------- ---------- ---------- ----------
(Thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C>
Earnings per Common Share:
Basic $ 6,059 15,738 $ 0.38 $ 5,473 18,255 $ 0.30
Dilutive effect of CSEs -- 101 -- -- 245 --
---------- ---------- ---------- ---------- ---------- ----------
Diluted $ 6,059 15,839 $ 0.38 $ 5,473 18,500 $ 0.30
========== ========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended June 30
2000 1999
------------------------------------ ------------------------------------
Income Shares EPS Income Shares EPS
---------- ---------- ---------- ---------- ---------- ----------
(Thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C>
Earnings per Common Share:
Basic $ 21,528 16,358 $ 1.32 $10,114 18,323 $ 0.55
Dilutive effect of CSEs -- 109 (.01) -- 195 --
---------- ---------- ---------- ---------- ---------- ----------
Diluted $ 21,528 16,467 $ 1.31 $10,114 18,518 $ 0.55
========== ========== ========== ========== ========== ==========
</TABLE>
Note 5 - Comprehensive Income
Total comprehensive income for the three months ended June 30, 2000 and
1999, was $6.2 million and $5.5 million, respectively. Comprehensive income for
the six months ended June 30, 2000 and 1999, was $21.5 million and $10.1
million, respectively. Total comprehensive income for the Company includes net
income and foreign currency translation adjustments.
7
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations - Six months ended June 30, 2000
compared to the six months ended June 30, 1999
Consolidated Results
Results from continuing operations for the six months ended June 30,
2000, were earnings of $11.9 million or $0.72 per share, up 17% and 31%,
respectively, from earnings of $10.1 million or $0.55 per share from the same
period of the prior year. Earnings rose on a 29% increase in sales, which was
driven by higher volume. Earnings per share were up due to the higher earnings
and a reduction in shares outstanding due to share repurchases.
Segment Operations
Segment Information
(In Thousands of Dollars)
<TABLE>
<CAPTION>
6 Months Ended
June 30
2000 1999
------------ ------------
<S> <C> <C>
Sales:
Electronic and Other Specialty Chemicals $ 106,852 87,415
Polyurethane Chemicals 87,629 62,770
------------ ------------
Total $ 194,481 150,185
============ ============
Operating profit before income taxes:
Electronic and Other Specialty Chemicals $ 7,728 7,841
Polyurethane Chemicals 17,898 15,245
------------ ------------
25,626 23,086
Unallocated corporate expenses (5,359) (5,881)
Interest expense, net (1,213) (663)
Other expense, net (59) (228)
------------ ------------
Total $ 18,995 16,314
============ ============
</TABLE>
Electronic and Other Specialty Chemicals pretax operating profits for
the current year were $7.7 million, down 1% versus the same period of the prior
year. Sales were up 22% over last year on higher electronic chemical volumes,
however, lower unit margins in other specialty chemicals due to product mix
more than offset better electronic chemical performance.
8
<PAGE> 9
In June 2000 an explosion disrupted the supply of hydroxylamine from
the Nissin Chemical plant in Japan. This is a key ingredient in the Company's
patented HDA(R) remover products for the semiconductor industry. The Nissin
plant was our sole supplier and until last year the only producer of
hydroxylamine. However, the Company had been working for some time to qualify
hydroxylamine from a new BASF plant that started up in late 1999. Although BASF
is increasing production and is considering a second plant, current
hydroxylamine supplies cannot keep pace with the record worldwide demand for
hydroxylamine. As a result, BASF has placed its customers, including the
Company, on allocation and we in turn have put our customers on allocation.
Increased availability of hydroxylamine should occur as BASF increases
production. We are working with customers to extend or conserve current remover
supplies in their production processes and substitute other products to support
their production levels. The Company is pursuing an insurance claim which could
significantly reduce losses associated with this disruption. The insurance is
subject to a $1 million deductible.
Polyurethane Chemicals pretax operating profits for the six months
were up 17% to $17.9 million on a 40% increase in sales versus the same period
last year. Sales were up on a 17% increase in volume and a 20% increase in
average unit price. The higher volume reflects continued strong aniline demand.
The higher unit sales price primarily reflects the pass-through to customers of
the increase in cost of benzene, which is used as a raw material.
Unallocated corporate expenses for the current year were $5.4
million, down from $5.9 million in the prior year, primarily related to a
reduction in benefit expense. Net interest expense for the year was up $0.6
million from the prior year to $1.2 million on lower interest income.
Results of Operations - Three months ended June 30, 2000
compared to the three months ended June 30, 1999
Consolidated Results
Results from continuing operations for the three months ended June 30,
2000, were earnings of $6.1 million or $0.38 per share, up 11% and 27%,
respectively from earnings of $5.5 million or $0.30 per share for the same
quarter of the prior year. Earnings rose on a 23% increase in sales, which was
driven by higher volume. Earnings per share were up due to the higher earnings
and reduction in shares outstanding due to share repurchases.
9
<PAGE> 10
Segment Operations
Segment Information
(In Thousands of Dollars)
<TABLE>
<CAPTION>
3 Months Ended
June 30
2000 1999
------------ ------------
<S> <C> <C>
Sales:
Electronic and Other Specialty Chemicals $ 55,694 47,498
Polyurethane Chemicals 42,896 32,843
------------ ------------
Total $ 98,590 80,341
============ ============
Operating profit before income taxes:
Electronic and Other Specialty Chemicals $ 4,783 4,302
Polyurethane Chemicals 8,434 8,040
------------ ------------
13,217 12,342
Unallocated corporate expenses (2,774) (3,057)
Interest expense, net (675) (197)
Other expense, net (75) (260)
------------ ------------
Total $ 9,693 8,828
============ ============
</TABLE>
Electronic and Other Specialty Chemicals pretax operating profits for
the current year were up 11% versus the same quarter of the prior year to $4.8
million, with sales up 17%. Sales were up over last year on higher volumes of
electronic chemical residue removers and resins for Deep Ultra Violet resists
and were not affected by the disruption in hydroxylamine supply.
Polyurethane Chemicals pretax operating profits for the quarter were
up 5% to $8.4 million on higher sales versus the same quarter last year. Sales
were up 31% due to a 10% increase in volume and an 18% increase in average unit
price. The higher volume reflects continued strong aniline demand. The higher
unit sales price primarily reflects the pass-through to customers of the
increase in cost of benzene, which is used as a raw material.
Unallocated corporate expenses for the current quarter were $2.8
million, down from $3.1 million for the same period in the prior year. Net
interest expense for the current quarter was up $0.5 million from the prior
year on higher average debt due to current year share repurchases.
Discontinued Operations
A gain of $9.7 million on disposal of discontinued operations was
recorded during the quarter ended March 31, 2000. The gain included $10.1
million from a reduction in estimated tax liabilities related to the
distribution of Getchell Gold Corporation in 1995. The reduction in estimated
tax liabilities resulted from the Company's reevaluation of tax exposure items
associated with the Getchell Gold Corporation distribution. The Company
reevaluated its tax
10
<PAGE> 11
exposure during the quarter ended March 31, 2000, when various statutes
governing the handling of the disposition for tax purposes expired. Also,
during the first quarter of the current year, the Company recorded an
additional $0.4 million loss on disposal of discontinued operations related to
final settlement of post-closure issues associated with the dispositions of
Callidus Technology, Inc. and FirstMiss Steel, Inc.
Capital Resources and Liquidity
Cash flow from continuing operations for the current year was $28.1
million, up from $9.0 million in the prior year. Prior year operating cash flow
was lower primarily due to increased accounts receivable. Net cash provided by
investing activities in the current year included $12.6 million in proceeds
from the sale of the Company's steel business and $1.5 million collected on a
note related to a previous property sale. These proceeds were used to assist in
repurchasing shares of the Company's stock. During the current year, $54.6
million was expended under the Company's authorized repurchasing program versus
$8.9 million for the same period of the prior year. The Company has
approximately $36.8 million remaining for additional share repurchases under
the current authorization.
Forward-Looking Statements
Certain statements included in this Form 10-Q which are not
historical in nature, may constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements, as well as other forward-looking statements made
from time to time by the Company, or in the Company's press releases and
filings with the U.S. Securities and Exchange Commission, are based on certain
underlying assumptions and expectations of management. These forward-looking
statements are subject to risks and uncertainties which could cause actual
results to differ materially from those expressed in such forward-looking
statements. Such risks and uncertainties include, but are not limited to,
general economic conditions, availability and pricing of raw materials
including hydroxylamine, supply/demand balance for key products, new product
development, manufacturing efficiencies, conditions of and product demand by
key customers, the timely completion and start up of construction projects,
pricing pressure as a result of domestic and international market forces and
the downturn in certain foreign markets, insurance coverage related to the
disruption in supply of hydroxylamine and other factors as may be discussed in
the company's Form 10-K for the fiscal year ended December 31, 1999.
11
<PAGE> 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to changes in financial market conditions in
the normal course of its business, including changes in interest rates and
foreign currency exchange rates. At June 30, 2000, the Company's derivative and
other financial instruments related to foreign operations included a series of
yen option collars representing total option puts and calls of 140 million yen
each, with a minimum U.S. dollar value of $1.3 million and a maximum U.S.
dollar value of $1.5 million, and contract expiration dates ranging from July
2000 through January 2001. The Company also has short-term debt denominated in
Japanese yen with a current U.S. dollar value of $ 8.4 million. Due to the
short-term nature and amount of these yen obligations, the Company does not
consider its exposure to fluctuations in foreign currency exchange rates or
interest rates to be material.
The Company utilizes fixed and variable-rate debt to maintain liquidity
and fund its domestic business operations, with the terms and amounts based on
business requirements, market conditions and other factors. At June 30, 2000,
this included long-term debt denominated in U.S. dollars and long-term
revolving credit facility borrowings. The market value of the Company's fixed
rate borrowings was approximately $24.0 million. A 100 basis point change in
interest rates (all other variables held constant) as of June 30, 2000, would
result in an approximate $1.0 million annualized change in fair market value
but would not affect interest expense or cash flow. At June 30, 2000, the
Company had $17.0 million in variable-rate debt. A 100 basis point change in
interest rates (all other variables held constant) on this portion of the
Company's debt would result in an annualized change in interest expense of
approximately $0.17 million.
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders on May 23, 2000, the Company
stockholders, pursuant to proxies solicited under Regulation 14A, elected four
directors for terms to expire in 2003, and one director for a term to expire in
2001, or until their successors are elected and qualify. The following votes
were cast:
<TABLE>
<S> <C> <C>
Term expiration 2003
--------------------
Michael J. Ferris 14,232,623 shares voted for
-----------
642,942 shares withheld
-----------
John F. Osborne 14,289,545 shares voted for
-----------
586,020 shares withheld
-----------
William A. Percy, II 14,289,754 shares voted for
-----------
585,811 shares withheld
-----------
</TABLE>
12
<PAGE> 13
<TABLE>
<S> <C> <C>
R. Gerald Turner 14,264,826 shares voted for
-----------
610,739 shares withheld
-----------
Term expiration 2001
--------------------
Richard P. Anderson 14,287,623 shares voted for
-----------
642,942 shares withheld
-----------
</TABLE>
In addition, a resolution was submitted to shareholders for the adoption of an
amendment to the ChemFirst Inc. 1998 Long-Term Incentive Plan. The vote was as
follows:
<TABLE>
<S> <C> <C>
1998 Long-Term Incentive Plan Amendment 13,474,948 shares voted for
------------
103,342 shares withheld
------------
1,297,275 shares voted against
------------
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
Exhibit 27.1 - Restated Financial Data Schedule
(b) Reports on Form 8-K
No report on Form 8-K was filed by the Registrant during the
three months ended June 30, 2000.
13
<PAGE> 14
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.
CHEMFIRST INC.
August 11, 2000 /s/ J. Kelley Williams
---------------- ----------------------
Date J. Kelley Williams
Chairman and Chief Executive Officer
August 11, 2000 /s/ Troy B. Browning
----------------- ---------------------
Date Troy B. Browning
Controller (Principal Accounting Officer)
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C> <C>
27 - Financial Data Schedules
27.1 - Restated Financial Data Schedules
</TABLE>
