<PAGE>
Form 10-Q for ANTEON CORPORATION filed on November 14, 2000
FORM 10-Q
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 quarterly period ended September 30, 2000
--------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 333-84835
ANTEON CORPORATION
---------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Virginia 54-1023915
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3211 Jermantown Road, Fairfax, Virginia 22030-2801
--------------------------------------------------------------------------------
(Address of principal executive office)
(Zip Code)
(703) 246-0200
--------------------------------------------------------------------------------
(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 [ ]
As of the close of business on September 30, 2000, there were 14,253,408
outstanding shares of the registrant's common stock, par value $0.05 per share.
<PAGE>
CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF
SEPTEMBER 30, 2000 AND DECEMBER 31, 1999 1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000
AND SEPTEMBER 30, 1999 2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND
SEPTEMBER 30, 1999 3
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 13
PART II. OTHER INFORMATION REQUIRED IN REPORT
ITEM 1. LEGAL PROCEEDINGS 18
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 18
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 18
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS 18
ITEM 5. OTHER INFORMATION 18
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 18
</TABLE>
i
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ANTEON CORPORATION AND SUBSIDIARIES
(A majority-owned subsidiary of Azimuth Technologies, Inc.)
CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
---------------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,970 $ 1,061
Accounts receivable, net
Prepaid expenses and other current assets
113,889 107,446
7,820 9,093
--------- ---------
Total current assets $ 126,679 $ 117,600
Due from parent -- 7,525
Property and equipment, net 19,988 19,953
Goodwill, net 121,719 130,563
Other intangibles, net 7,154 --
Other assets, net 8,785 9,535
--------- ---------
Total assets $ 284,325 $ 285,176
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities:
Term loan facility, current portion $ 5,625 $ --
Subordinated notes payable, current portion -- 8,840
Accounts payable 24,026 18,211
Accrued expenses 39,618 35,625
Business purchase consideration payable -- 5,500
Other current liabilities, net 358 1,205
--------- ---------
Total current liabilities $ 69,628 $ 69,381
Revolving credit facility 14,900 2,900
Term loan facility, less current portion 54,375 60,000
Senior subordinated notes payable 100,000 100,000
Deferred tax liabilities, net 8,124 4,921
Other long term liabilities 1,397 1,681
--------- ---------
Total liabilities $ 248,423 $ 238,883
Minority interest in subsidiaries 630 625
Shareholders' equity:
Common stock 713 178
Additional paid-in capital 31,576 40,759
Treasury stock (5) (5)
Accumulated other comprehensive income (loss) (27) (5)
Retained earnings 3,015 4,741
--------- ---------
Total shareholders' equity $ 35,272 $ 45,668
--------- ---------
Total liabilities and shareholders' equity $ 284,325 $ 285,176
========= =========
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
1
<PAGE>
ANTEON CORPORATION AND SUBSIDIARIES
(A majority-owned subsidiary of Azimuth Technologies, Inc.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------------------- -------------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues $ 134,088 $ 125,708 $ 390,072 $ 271,317
Costs of revenues 117,988 110,141 340,596 238,717
--------- --------- --------- ---------
Gross profit 16,100 15,567 49,476 32,600
Operating expenses:
General and administrative expenses 8,833 8,409 27,523 17,316
Amortization of noncompete agreements 209 227 657 681
Goodwill amortization 1,163 1,208 3,367 2,232
Other intangible amortization 429 -- 2,146 --
Cost of acquisitions 63 168 82 168
--------- --------- --------- ---------
Total operating expenses 10,697 10,012 33,775 20,397
--------- --------- --------- ---------
Operating income 5,403 5,555 15,701 12,203
Gain on sales of long-term investments -- 2,463 -- 2,463
Interest expense, net of interest income of $145, $34,
$314, $716, respectively 5,557 5,119 16,301 10,619
Minority interest in earnings of subsidiaries 3 6 5 23
--------- --------- --------- ---------
Income (loss) before provision for income taxes (157) 2,893 (605) 4,024
Provision for income taxes 1,382 1,531 1,121 2,128
--------- --------- --------- ---------
Income (loss) before extraordinary item (1,539) 1,362 (1,726) 1,896
Extraordinary item-loss on early extinguishment of debt,
net of income taxes of $309 in 1999 -- -- -- 463
--------- --------- --------- ---------
Net income (loss) $ (1,539) $ 1,362 $ (1,726) $ 1,433
========= ========= ========= =========
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
2
<PAGE>
ANTEON CORPORATION AND SUBSIDIARIES
(A majority-owned subsidiary of Azimuth Technologies, Inc.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
For the nine months ended
--------------------------------------------------
September 30, 2000 September 30, 1999
------------------- ------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ (1,726) $ 1,433
Adjustments to reconcile net income (loss) to net cash provided by
operating activities
Extraordinary loss -- 772
Loss on sale of assets 42 --
Gain on sale of long term investments -- (2,721)
Depreciation and amortization 4,744 2,062
Amortization of noncompete 657 681
Amortization of goodwill 3,367 2,233
Amortization of other intangible assets 2,146 --
Amortization of deferred financing fees 885 388
Deferred income taxes (benefit) (49) 1,383
Minority interest in earnings of subsidiaries 5 23
Changes in assets and liabilities, net of acquired assets and liabilities 3,288 1,828
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 13,359 $ 8,082
--------- ---------
INVESTING ACTIVITIES:
Purchases of property, buildings, and equipment (4,598) (2,901)
Acquisition of A&T, net of cash acquired (112) (115,203)
Proceeds from sales of long-term investments -- 10,580
Purchases of long-term investments -- (3,040)
Other, net -- (30)
--------- ---------
NET CASH USED FOR INVESTING ACTIVITIES $ (4,710) $(110,594)
--------- ---------
FINANCING ACTIVITIES:
Proceeds from bank notes payable -- 132,043
Principal payments on bank notes payable -- (202,525)
Proceeds from senior subordinated notes payable -- 100,000
Principal payments on notes payable (267) --
Principal payments on subordinated notes payable and other consideration (15,350) (4,925)
Proceeds from term loan facility -- 60,000
Proceeds from revolving facility 351,700 110,500
Principal payments on revolving facility (339,700) (105,200)
Deferred financing costs -- (8,775)
Proceeds from issuance of common stock 62 22,544
Distribution to parent (1,185) --
--------- ---------
NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES $ (4,740) $ 103,662
--------- ---------
CASH AND CASH EQUIVALENTS:
Net increase in cash and cash equivalents 3,909 1,150
Balance at beginning of period 1,061 156
--------- ---------
Balance at end of period $ 4,970 $ 1,306
========= =========
Supplemental disclosure of cash flow information:
Interest paid $ 13,225 $ 6,667
========= =========
Income taxes paid, net of refunds $ (2,030) $ 204
========= =========
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
3
<PAGE>
ANTEON CORPORATION AND SUBSIDIARIES
(A majority-owned subsidiary of Azimuth Technologies, Inc.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
(1) BASIS OF PRESENTATION
The information furnished in the accompanying unaudited Condensed
Consolidated Balance Sheet, Condensed Consolidated Statements of Operations, and
Condensed Consolidated Statements of Cash Flows have been prepared in accordance
with generally accepted accounting principles for interim financial information.
In the opinion of management, such information contains all adjustments,
consisting only of normal recurring adjustments, considered necessary for a fair
presentation of such information. The operating results for the three and nine
months ended September 30, 2000 may not be indicative of the results of
operations for the year ending December 31, 2000 or any future period. This
financial information should be read in conjunction with the Company's audited
consolidated financial statements and footnotes thereto.
On May 5, 2000, the Board of Directors of the Company approved an
increase in the number of authorized shares of common stock of the Company to
17,661,840 and a four-for-one stock split, subject to the approval of the
shareholders and effective upon the filing of an Amendment to the Articles of
Incorporation of the Company with the Commonwealth of Virginia. The Board of
Directors also approved, subject to shareholder approval, an amendment to the
Anteon Corporation Omnibus Stock Plan to increase the number of shares of common
stock available for stock option grants from 2.3 million to 2.7 million, as
adjusted for the four-for-one stock split.
During the 2nd quarter of 2000 the company reclassified $7.9 million in
Due From Parent as a reduction of Additional Paid-in-Capital. During the quarter
ended September 30, 2000, the Company recorded an additional $1.2 million as a
reduction to additional paid-in-capital for additional debt service payments
made by the Company on behalf of its parent.
The Company had internally developed software sales of approximately
$750,000 for the nine months ended September 30, 2000 and $0 for the nine months
ended September 30, 1999.
Software revenue is generated from licensing software and providing
services, including maintenance and technical support, and consulting. The
Company recognizes the revenue when the license agreement is signed, the
license fee is fixed and determinable, delivery of the software has occurred,
and collectibility of the fees is considered probable. Services revenue
consists of maintenance and technical support and is recognized ratably over
the service period. Other services revenues are recognized as the related
services are provided.
Certain fiscal year 1999 amounts have been reclassified to conform to
the September 30, 2000, unaudited condensed consolidated financial statement
presentation.
(2) PRO FORMA RESULTS FOR ACQUISITION OF ANALYSIS & TECHNOLOGY, INC.
On June 23, 1999, the Company acquired all of the outstanding stock of
Analysis & Technology, Inc. ("A&T"), a provider of systems and engineering
technologies, technology-based training systems, and information technologies to
the U.S. Government and commercial customers. The total purchase price paid,
including transaction costs, was $115.5 million and has been allocated to the
acquired assets and liabilities.
During the quarter ended June 30, 2000, the Company obtained an
independent appraisal for the allocation of the purchase price related to the
acquisition of A&T. In addition to goodwill, the appraisal identified two
intangible assets ("other intangible assets"), workforce in place and contract
backlog. Based on the results of the valuation the Company has adjusted its
preliminary purchase price allocation from goodwill to other intangibles as
follows:
<TABLE>
<CAPTION>
Estimated Useful
Life
------------------------
<S> <C> <C>
Workforce $2,500,000 7 years
Contract backlog $6,800,000 5 years
</TABLE>
The Company recorded approximately $1.5 million in amortization expense
in the second quarter ended June 30, 2000 to retroactively adjust amortization
expense from the date of acquisition, related to the above identifiable
intangible assets.
4
<PAGE>
ANTEON CORPORATION AND SUBSIDIARIES
(A majority-owned subsidiary of Azimuth Technologies, Inc.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
The company recorded an increase in goodwill related to the A&T
acquisition during the second quarter ended June 30, 2000 of approximately
$269,000 related to an adjustment to the fair value of a building to be disposed
of.
The following unaudited pro forma summary presents consolidated
information for 1999 as if the acquisition of A&T had occurred as of January 1,
1999. The unaudited pro forma summary is provided for informational purposes
only and is based on historical information that does not necessarily reflect
actual results that would have occurred nor is it necessarily indicative of
future results of operations of the combined entity (in thousands):
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
1999
-----------------------
<S> <C>
Total revenues $ 361,414
Total expenses 361,291
-----------------------
Income (loss) before extraordinary items $ 123
-----------------------
Net loss $ (340)
=======================
</TABLE>
(3) COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) for the nine months ended September 30, 2000
and 1999 was approximately $(1,748,000) and $1,128,000 and for the three months
ended September 30, 2000 and 1999 was approximately $(1,544,000) and $(487,000),
respectively.
(4) DOMESTIC SUBSIDIARIES SUMMARIZED FINANCIAL INFORMATION
Under the terms of the Senior Subordinated Notes, the Company's
wholly-owned domestic subsidiaries (the "Guarantor Subsidiaries") are guarantors
of the Senior Subordinated Notes. Such guarantees are full, unconditional and
joint and several. Separate unaudited condensed financial statements of the
Guarantor Subsidiaries are not presented because the Company's management has
determined that they would not be material to investors. The following
supplemental financial information sets forth, on a combined basis, condensed
balance sheets, statements of operations and statements of cash flows
information for the Guarantor Subsidiaries, the Company's non-guarantor
subsidiaries and for Anteon Corporation.
5
<PAGE>
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 2000
-----------------------------------------------------------------------
CONSOLIDATED
UNAUDITED CONDENSED CONSOLIDATED ANTEON GUARANTOR NON-GUARANTOR ELIMINATION ANTEON
BALANCE SHEET CORPORATION SUBSIDIARIES SUBSIDIARIES ENTRIES CORPORATION
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 3,944 $ 714 $ 312 $ -- $ 4,970
Receivables 46,582 66,646 661 -- 113,889
Other current assets 6,203 1,472 145 -- 7,820
Property and equipment, net 3,331 16,608 49 -- 19,988
Investment in and advances to subsidiaries 35,765 18,696 (152) (54,309) --
Goodwill, net 121,719 -- -- -- 121,719
Other intangibles, net 7,154 -- -- -- 7,154
Other long-term assets 6,395 2,351 39 -- 8,785
-------- -------- -------- -------- --------
Total assets $231,093 $106,487 $ 1,054 $(54,309) $284,325
======== ======== ======== ======== ========
Indebtedness $174,900 $ -- $ -- $ -- $174,900
Accounts payable 12,927 10,953 146 -- 24,026
Accrued expenses 17,620 21,668 330 -- 39,618
Other current liabilities -- 358 -- -- 358
Other long-term liabilities 8,124 1,397 -- -- 9,521
-------- -------- -------- -------- --------
Total liabilities 213,571 34,376 476 -- 248,423
Minority interest in subsidiaries 549 -- 81 -- 630
Total shareholders' equity 16,973 72,111 497 (54,309) 35,272
-------- -------- -------- -------- --------
Total liabilities and shareholders' equity $231,093 $106,487 $ 1,054 $(54,309) $284,325
======== ======== ======== ======== ========
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
--------------------------------------------------------------------------
CONSOLIDATED
UNAUDITED CONDENSED CONSOLIDATED ANTEON GUARANTOR NON-GUARANTOR ELIMINATION ANTEON
STATEMENT OF OPERATIONS CORPORATION SUBSIDIARIES SUBSIDIARIES ENTRIES CORPORATION
(AMOUNTS IN THOUSANDS) ------------ ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Revenues $ 149,986 $ 240,229 $ 1,881 $ (2,024) $ 390,072
Cost of revenues 133,949 206,899 1,772 (2,024) 340,596
--------- --------- --------- --------- ---------
Gross profit 16,037 33,330 109 -- 49,476
Total operating expenses 14,235 19,522 18 -- 33,775
--------- --------- --------- --------- ---------
Operating income 1,802 13,808 91 -- 15,701
Interest expense, net 16,272 29 -- -- 16,301
Minority interest in earnings of subsidiaries -- -- 5 -- 5
--------- --------- --------- --------- ---------
Income (loss) before provision for income
taxes (14,470) 13,779 86 -- (605)
Provision (benefit) for income taxes (4,416) 5,502 35 -- 1,121
--------- --------- --------- --------- ---------
Net income (loss) $ (10,054) $ 8,277 $ 51 $ -- $ (1,726)
========= ========= ========= ========= =========
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
-------------------------------------------------------------
CONSOLIDATED
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF ANTEON GUARANTOR NON-GUARANTOR ANTEON
CASH FLOWS CORPORATION SUBSIDIARIES SUBSIDIARIES CORPORATION
(AMOUNTS IN THOUSANDS) ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C>
Net income (loss) $ (10,054) $ 8,277 $ 51 $ (1,726)
Adjustments to reconcile change in net income (loss) to
net cash provided by operations:
Loss on sale of assets -- 42 -- 42
Depreciation and amortization 1,173 3,564 7 4,744
Amortization of noncompete 657 -- -- 657
Amortization of goodwill 3,367 -- -- 3,367
Amortization of other intangible assets 2,146 -- -- 2,146
Amortization of deferred financing fees 885 -- -- 885
Deferred income taxes (benefit) (44) 68 (73) (49)
Minority interest in earnings of subsidiaries -- -- 5 5
Changes in assets and liabilities, net of acquired
assets and liabilities 11,107 (7,553) (266) 3,288
--------- --------- --------- ---------
Net cash provided by (used for) operating activities $ 9,237 $ 4,398 $ (276) $ 13,359
--------- --------- --------- ---------
Cash flows from investing activities:
Purchases of property, buildings and equipment (1,032) (3,581) 15 (4,598)
Acquisition of A&T, net of cash acquired (112) -- -- (112)
--------- --------- --------- ---------
Net cash provided by (used for) investing activities $ (1,144) $ (3,581) $ 15 $ (4,710)
--------- --------- --------- ---------
Cash flow from financing activities:
Principal payments on notes payable -- (267) -- (267)
Principal payments on subordinated notes payable
and other consideration (15,350) -- -- (15,350)
Proceeds from revolving facility 351,700 -- -- 351,700
Principal payments on revolving facility (339,700) -- -- (339,700)
Initial capitalization of joint venture 335 (335) -- --
Proceeds from issuance of common stock 62 -- -- 62
Distribution to parent (1,185) -- -- (1,185)
--------- --------- --------- ---------
Net cash used for financing activities $ (4,138) $ (602) $ -- $ (4,740)
--------- --------- --------- ---------
Net increase (decrease) in cash and cash equivalents 3,955 215 (261) 3,909
Cash and cash equivalents beginning of year (11) 499 573 1,061
========= ========= ========= =========
Cash and cash equivalents end of year $ 3,944 $ 714 $ 312 $ 4,970
========= ========= ========= =========
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
-------------------------------------------------------------------------------
CONSOLIDATED
UNAUDITED CONDENSED CONSOLIDATED ANTEON GUARANTOR NON-GUARANTOR ELIMINATION ANTEON
STATEMENT OF OPERATIONS CORPORATION SUBSIDIARIES SUBSIDIARIES ENTRIES CORPORATION
(AMOUNTS IN THOUSANDS) ----------- ------------ ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenues $ 148,041 $ 121,573 $ 2,282 $ (579) $ 271,317
Cost of revenues 134,269 102,910 2,117 (579) 238,717
--------- --------- --------- --------------- ---------
Gross profit 13,772 18,663 165 -- 32,600
Total operating expenses 9,940 10,451 6 -- 20,397
--------- --------- --------- --------------- ---------
Operating income 3,832 8,212 159 -- 12,203
Gain on sales of long-term investments 2,463 -- -- -- 2,463
Interest expense (income), net 10,627 (18) 10 -- 10,619
Minority interest in earnings of
subsidiaries -- -- 23 -- 23
--------- --------- --------- --------------- ---------
Income (loss) before provision for income
taxes (4,332) 8,230 126 -- 4,024
Provision (benefit) for income taxes (1,196) 3,281 43 -- 2,128
--------- --------- --------- --------------- ---------
Income (loss) before extraordinary item (3,136) 4,949 83 -- 1,896
Extraordinary loss, net of tax 463 -- -- -- 463
--------- --------- --------- --------------- ---------
Net income (loss) $ (3,599) $ 4,949 $ 83 $ -- $ 1,433
========= ========= ========= =============== =========
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
------------------------------------------------------------
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CONSOLIDATED
CASH FLOWS ANTEON GUARANTOR NON-GUARANTOR ANTEON
(AMOUNTS IN THOUSANDS) CORPORATION SUBSIDIARIES SUBSIDIARIES CORPORATION
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net income (loss) $ (3,599) $ 4,949 $ 83 $ 1,433
Adjustments to reconcile change in net income (loss) to
net cash provided by operations:
Extraordinary loss 772 -- -- 772
Gain on sale of long-term investments (2,721) -- -- (2,721)
Depreciation and amortization 585 1,454 23 2,062
Amortization of noncompete 2,233 -- -- 2,233
Amortization of goodwill 681 -- -- 681
Amortization of deferred financing fees 388 -- -- 388
Deferred income taxes 218 1,158 7 1,383
Minority interest in earnings of subsidiaries -- 23 -- 23
Changes in assets and liabilities, net of acquired
assets and liabilities 7,782 (6,035) 81 1,828
--------- --------- --------- ---------
Net cash provided by operating activities $ 6,339 $ 1,549 $ 194 $ 8,082
--------- --------- --------- ---------
Cash flows from investing activities:
Purchases of property and equipment (1,981) (879) (41) (2,901)
Acquisition of A&T, net of cash acquired (115,203) -- -- (115,203)
Proceeds from sales of long-term investments 10,581 1 (2) 10,580
Purchases of investments (3,040) -- -- (3,040)
Other, net (30) -- -- (30)
--------- --------- --------- ---------
Net cash used for investing activities $(109,673) $ (878) $ (43) $(110,594)
--------- --------- --------- ---------
Cash flow from financing activities:
Proceeds from bank notes payable 132,043 -- -- 132,043
Principal payments on bank notes payable (202,442) (83) -- (202,525)
Proceeds of senior subordinated notes payable 100,000 -- -- 100,000
Proceeds from term loan facility 60,000 -- -- 60,000
Proceeds from revolving facility 110,500 -- -- 110,500
Principal payments on revolving facility (105,200) -- -- (105,200)
Principal payments on subordinated notes (4,925) -- -- (4,925)
Deferred financing costs (8,775) -- -- (8,775)
Proceeds from issuance of common stock 22,544 -- -- 22,544
--------- --------- --------- ---------
Net cash provided by (used for) financing activities $ 103,745 $ (83) $ -- $ 103,662
--------- --------- --------- ---------
Net increase in cash and cash equivalents 411 588 151 1,150
Cash and cash equivalents beginning of year 154 (233) 235 156
========= ========= ========= =========
Cash and cash equivalents end of year $ 565 $ 355 $ 386 $ 1,306
========= ========= ========= =========
</TABLE>
10
<PAGE>
(5) REVOLVING CREDIT FACILITY
On June 23, 1999 the Company entered into a New Credit Facility with a
syndicate of nine commercial banks. Under the terms of the New Credit Facility,
the Company entered into promissory notes with aggregate available financing
facilities of $180,000,000. The New Credit Facility is comprised of a Revolving
Credit Facility for aggregate borrowings of up to $120,000,000, as determined
based on a portion of eligible billed accounts receivable and a portion of
eligible unbilled accounts receivable, and maturing on June 23, 2005 ("Revolving
Facility"); and a $60,000,000 note ("Term Loan") with principal payments due
quarterly commencing June 30, 2001 and $15,000,000 due at maturity on June 23,
2005.
Under the New Credit Facility, the interest rate on both the Revolving
Facility and the Term Loan vary using the LIBOR rate plus a margin determined
using the Company's ratio of net debt-to-earnings before interest, taxes,
depreciation and amortization. Interest is payable on the last day of each
quarter. During the period July 1, 2000 through September 30, 2000, interest on
the Revolving Facility and Term Loan ranged from 11.50 percent to 11.75 percent.
Total funds available under the New Credit Facility as of September 30, 2000
were $25.6 million.
The terms of the Revolving Credit Facility require that the Company comply
with certain financial covenants. As of September 30, 2000 the Company was in
compliance with the covenants specified under the Revolving Credit Facility.
(6) SEGMENT INFORMATION
Based on its organization, the Company operates in two business segments:
the Company's government contracting business ("Anteon") and IMC's commercial
custom training and performance solutions group ("Interactive Media").
The Company's chief operating decision maker utilizes both revenue and
earnings before interest and taxes in assessing performance and making overall
operating decisions and resource allocations. Certain indirect costs such as
corporate overhead and general and administrative expenses are allocated to the
segments. Allocation of overhead costs to segments is based on measures such as
headcount. General and administrative costs are allocated to segments based on
the government-required three-factor formula which uses measures of revenue,
labor and net book value of fixed assets. Interest expense, investment income
and income taxes are not allocated to the Company's segments.
<TABLE>
<CAPTION>
AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(AMOUNTS IN THOUSANDS)
INTERACTIVE
ANTEON MEDIA ELIMINATIONS CONSOLIDATED
--------- --------- ------------ ---------
<S> <C> <C> <C> <C>
Total assets $ 276,365 $ 7,960 $ -- $ 284,325
========= ========= ============ =========
Sales to unaffiliated customers 369,340 20,732 390,072
Intersegment sales 4 332 (336) --
--------- --------- ------------ ---------
Total revenues $ 369,344 $ 21,064 $ (336) $ 390,072
Operating income $ 14,573 $ 1,128 $ -- $ 15,701
Minority interest in earnings of subsidiaries 5
Interest expense, net 16,301
Income tax 1,121
---------
Net loss $ (1,726)
=========
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
(AMOUNTS IN THOUSANDS)
INTERACTIVE
ANTEON MEDIA ELIMINATIONS CONSOLIDATED
------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Total assets $ 271,001 $ 22,203 $ -- $293,204
============= =========== ============ ========
Sales to unaffiliated customers 252,297 19,020 -- 271,317
Intersegment sales -- 127 (127) --
------------- ----------- ------------ --------
Total revenues $ 252,297 $ 19,147 $ (127) $271,317
Operating income $ 10,555 $ 1,648 $ -- $ 12,203
Minority interest in earnings of subsidiaries 23
Interest expense, net 10,619
Other income, net 2,463
Income tax 2,128
Extraordinary item 463
--------
Net income $ 1,433
========
</TABLE>
<TABLE>
<CAPTION>
AS OF AND FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
(AMOUNTS IN THOUSANDS)
INTERACTIVE
ANTEON MEDIA ELIMINATIONS CONSOLIDATED
--------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Total assets $ 276,365 $ 7,960 $ -- $ 284,325
========= ========= ============ =========
Sales to unaffiliated customers 127,102 6,987 134,088
Intersegment sales -- 248 (248) --
--------- --------- ------------ ---------
Total revenues $ 127,102 $ 7,235 $ (248) $ 134,088
Operating income $ 4,850 $ 553 $ -- $ 5,403
Minority interest in earnings of subsidiaries 3
Interest expense, net 5,557
Income tax 1,382
---------
Net loss $ (1,539)
=========
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
AS OF AND FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 1999
(AMOUNTS IN THOUSANDS)
INTERACTIVE
ANTEON MEDIA ELIMINATIONS CONSOLIDATED
------------ ----------- ------------ ------------
<S> <C> <C> <C> <C>
Total assets $ 271,001 $ 22,202 $ -- $293,204
============ ======== ============ ========
Sales to unaffiliated customers 119,690 6,018 -- 125,708
Intersegment sales -- 359 (359) --
------------ -------- ------------ --------
Total revenues $ 119,690 $ 6,377 $ (359) $125,708
Operating income $ 4,966 $ 589 $ -- $ 5,555
Interest expense, net 5,119
Other income, net 2,463
Income tax 1,531
--------
Net income $ 1,362
========
</TABLE>
(7) SUBSEQUENT EVENT
On October 20, 2000, the Company purchased all of the outstanding stock
of Sherikon, Inc., a technology solutions and services firm based in
Chantilly, Virginia, for a total purchase price, net of cash acquired of $4.1
million, of $30.1 million on October 20, 2000. The transaction will be
accounted for as a purchase business combination. Sherikon, Inc. is a
privately-held company offering diversified technology services including
information technology, engineering, health care, training and manufacturing
to federal, state, and local clients. Under the terms of the sale, the total
purchase price included a cash payment of $20.8 million at closing, and notes
payable totaling $7.5 million, of which $5.0 million is due at the end of the
first year after closing and $2.5 million due at the end of the second year
after closing. The notes carry a 0% coupon rate. The present value of the
notes payable using an assumed borrowing rate of 11.75% is $6.5 million as of
the date of purchase. Additional expenditures for the purchase include
estimated closing costs of approximately $386 thousand and a management bonus
payout at the closing date of $5.0 million. As included in the total purchase
price above, the purchase agreement also guarantees bonuses payable to
employees equal to $1.8 million, of which $1.2 million is due at the end of
the first year after closing and $567.3 thousand due at the end of the second
year after closing. Sherikon, Inc. will operate as a business unit of Anteon.
13
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of
The Private Securities Litigation Reform Act of 1995. These statements are based
on current expectations and are subject to a number of risks and uncertainties.
Statements relating to the Company's or management's intentions, hopes, beliefs,
expectations, or predictions of the future are forward-looking statements.
Forward-looking statements discuss the Company's backlog, liquidity and capital
resources. The Company cautions readers that actual results could differ
materially from those in the forward-looking statements. The factors that could
cause actual results to differ materially include the following: the integration
of A&T or other acquired companies into our business, general economic and
business conditions, program funding priorities, changes in Federal government
procurement laws, regulations and policies, budget reductions in defense
programs, technological changes, delays in the development and acceptance of new
commercial products, pricing pressures from competitors and/or customers, and
our ability to attract and retain qualified personnel.
GENERAL
Anteon is a provider of advanced information technology and engineering
services principally to a wide range of customers within the U.S. Federal
government. The Company serves hundreds of governmental clients through over 40
offices worldwide. The Company has performed work for all 14 Cabinet-level
agencies, designing, maintaining and upgrading critical elements of the
government's information technology infrastructure, such as emergency response,
defense, intelligence, logistics and financial management systems. The Federal
government is among the world's largest purchasers of information technology
with expected total expenditures in fiscal 2000 in excess of $30 billion. In
April 1996 an investor group led by affiliates of Caxton-Iseman Capital, Inc.
acquired Ogden Professional Services Corporation, which was renamed Anteon
Corporation. Since that acquisition, the Company has implemented a strategy
designed to increase revenues through internal growth and acquisitions, and to
improve earnings before interest, taxes, depreciation and amortization, profit
margins and improve asset turnover.
The contracts the Company performs may be categorized into three
primary types: time and materials ("time and materials"), cost-plus fixed fee
reimbursement ("cost-plus") and firm fixed price ("fixed price"). Revenue for
time and materials contracts is recorded at hourly rates, which are negotiated
with the customer. Time and materials contracts are typically more profitable
because of our ability to negotiate rates and manage costs on those contracts.
Revenue is recognized under cost-plus contracts on the basis of direct and
indirect costs incurred plus a negotiated profit calculated as a percentage of
our costs. Cost-plus contracts provide less risk than other contract types
because the Company is reimbursed for all direct costs and certain indirect
costs, such as overhead and general and administrative charges, and is paid a
fixed fee for work performed. Revenues are recognized under fixed price
contracts based on the percentage-of-completion method, using the cost-to-cost
or units-of delivery methods. The Company may be exposed to cost overruns if the
Company encounters variances from estimated costs under fixed price contracts.
Accordingly, the Company attempts to minimize the number of fixed price
contracts, particularly for advanced software development projects.
Prices on Federal government contracts are generally set using
estimated costs plus a negotiated profit percentage. Under time and materials
and fixed price contracts, margins are not limited by law or regulation;
however, the Federal government's profit objectives in negotiating time and
materials and fixed price contracts seldom provide for operating profits in
excess of 15%. Due to competitive pressures, operating profits on time and
materials and fixed price contracts are often less than 10%. Under cost-plus
contracts, operating profits are statutorily limited to 15% of costs.
Anteon's costs may be categorized as direct costs such as labor and
related fringe costs which are directly attributable to contract performance,
and indirect costs such as corporate overhead which are not directly
attributable to contract performance. Under our time and materials and cost-plus
contracts, the Company charges direct costs and an agreed-upon portion of
indirect costs to the customer. A key element in the successful bidding and
execution of contracts is the control of indirect costs. The Company has
developed comprehensive management information and resource management systems
in order to increase the productivity of the finance and administrative support
areas. As a result of these efforts, the Company's indirect costs have grown at
rates lower than overall revenues.
In each year a significant portion of the Company's revenues is derived
from contract backlog and a significant portion of that backlog represents work
related to maintenance, upgrade or replacement of systems under contracts or
projects for which the Company is the incumbent provider. Proper management of
contracts is critical to the overall financial success of Anteon and the Company
believes that it manages costs effectively. This allows the Company to be highly
competitive on price. The Company's demonstrated performance record and service
excellence have enabled the Company to maintain its position as an incumbent
service provider on all major contracts that have been
14
<PAGE>
recompeted over the past three years, while increasing backlog from $428
million in 1996 to $2.3 billion at December 31, 1999 and to $2.8 billion at
September 30, 2000, of which $221 million was funded as of September 30,
2000. The Company's total backlog represents the aggregate contract revenue
remaining to be earned by the Company at a given time over the term of its
contracts. When more than one company is awarded contracts for a given work
requirement, the Company includes in total backlog its estimate of the
contract revenue it expects to earn over the remaining life of the contract.
Funded backlog is based upon amounts actually appropriated by a customer for
payment of goods and services. Because the federal government operates under
annual appropriations, agencies of the federal government typically fund
contracts on an incremental basis. Accordingly, the majority of the total
contract backlog is not funded.
RESULTS OF OPERATIONS
A summary of comparative results for the quarters ended September 30, 2000 and
September 30, 1999 is as follows:
<TABLE>
<CAPTION>
QUARTER ENDED SEPTEMBER 30,
(amounts in thousands)
--------------------------------------------------------------------------------
PERCENTAGE
2000 1999 CHANGE
--------- --------- ----------
<S> <C> <C> <C>
Revenue $ 134,088 $ 125,708 6.7%
Operating income $ 5,403 $ 5,555 (2.7%)
Income (loss) before provision for
income taxes $ (157) $ 2,893 (105.4)%
Net income (loss) $ (1,539) $ 1,362 (213.0)%
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
(amounts in thousands)
--------------------------------------------------------------------------------
PERCENTAGE
2000 1999 CHANGE
--------- --------- ----------
<S> <C> <C> <C>
Revenue $ 390,072 $ 271,317 43.8%
Operating income $ 15,701 $ 12,203 28.7%
Income (loss) before provision
for income taxes $ (605) $ 4,024 (115.0)%
Net income (loss) $ (1,726) $ 1,433 (220.4)%
</TABLE>
Revenue increased 6.7% to $134.1 million for the quarter ended
September 30, 2000 from $125.7 million for the quarter ended September 30, 1999.
For the nine month period ended September 30, 2000, revenue increased 43.8% to
$390.1 million from $271.3 million for the nine month period ended September 30,
1999. The increases in revenue for the three months ended September 30, 2000
were attributable to internal growth in several business units including
Information Systems, Applied Technology and Systems Engineering ("Techmatics").
For the nine months ended September 30, 2000, internal growth was 9.0%. That was
driven by an increase in the Company's Intelligence Systems, Systems Engineering
and Education Groups. The remainder was due primarily to the acquisition of A&T.
In addition, A&T provided $48.9 million in revenue during the third quarter of
2000 which was a 5.2% increase from A&T's revenues of $46.5 million during the
third quarter of 1999.
Costs of revenues increased by $7.8 million (7.1%) from third
quarter 1999 to third quarter 2000. Costs of revenues for the nine month
period ended September 30, 2000 increased by $101.9 million (42.7%) from the
nine month period ended September 30, 1999. Over 78% of increase during the
nine month period ended September 30 2000, or $79.8 million, was due to the
addition of A&T in June of 1999. The remaining portion of the increase was
attributable to an increase of costs related to Intelligence Systems and
Systems Engineering sales, as well as costs related to startup of
Anteon-CITI, LLC ("CITI"). CITI is a joint venture between Anteon and
15
<PAGE>
Crimminal Investigative Technology Incorporated formed in 1999 to develop and
market certain investigative software support products and services to
government law enforcement agencies. CITI recognized its first software sale
during 2000.
G&A expense increased by $.4 million (5.0%) from third quarter 1999 to
third quarter 2000 to $8.8 million from $8.4 milllion for the quarter. G&A
expense also increased for the nine month period ended September 30, 2000 by
$10.2 million (58.9%) from the nine month period ended September 30, 1999, the
majority of which was due to the addition of A&T. G&A expenses also increased
due to additional costs incurred in support of Systems Engineering and Applied
Technology.
Operating income decreased by $.2 million (2.7%) for the quarter ended
September 30, 2000 to $5.4 million from $5.6 million for the quarter ended
September 30, 1999. Operating income increased by $3.5 million (28.7%) to $15.7
million for the nine month period ended September 30, 2000 from $12.2 million
for the nine month period ended September 30, 1999. Operating earnings as a
percentage of revenue (operating margin) decreased to 4.0% compared with 4.4% in
the prior year comparable quarter. This decrease was primarily due to the
retroactive increase of amortization expense for other intangible assets
relating to the A&T acquisition which was made at the end of second quarter
2000. This decrease was partially offset by increased operating earnings margin
for the quarter from the Information Systems and Applied Technology Groups.
Interest expense, net, increased $.5 million (9.8%) to $5.6 million
for the quarter ended September 30, 2000 from $5.1 million for the quarter
ended September 30, 1999. Interest expense, net, increased $5.7 million
(53.8%) to $16.3 million for the nine months ended September 30, 2000 from
$10.6 million for the nine months ended September 30, 1999. The increase
during the nine month period was primarily due to the $100 million in 12%
senior subordinated notes which were issued in May 1999. In addition, greater
interest expense was incurred for deferred loan and financing fee
amortization.
Earnings before income taxes decreased by $3.1 million (105.4%) to
$(.2) million in the third quarter of fiscal 2000 from $2.9 million in the
third quarter of 1999. This decrease was due to the increase in interest
expense, the retroactive adjustment of amortization expense for other
intangible assets and the gain on the sale of long term investments which
occurred in 1999. Earnings before income taxes decreased by $4.6 million
(115.0%) to $(.6) million for the nine month period ended September 30, 2000
from $4.0 million for the nine month period ended September 30, 1999. The
Company's effective tax rate was 185.2% for the three-month period ended
September 30, 2000 compared with 52.9% for the three-month period ended
September 30, 1999. The higher effective tax rate in the current quarter was
due primarily to a cumulative tax provision adjustment due to the Company's add
back of certain non-deductible goodwill amortization and the Company's
estimates of financial performance for the remainder of 2000.
LIQUIDITY AND CAPITAL RESOURCES
The Company generated $13.4 million in cash from operations for the
nine months ended September 30, 2000. By comparison, the Company had a $8.1
million positive cash flow from operations for the nine months ended September
30, 1999. Contract receivables totaled $113.9 million at September 30, 2000 and
represented 40.0% of total assets at that date, which represented a increase of
$6.5 million from 1999. In addition to interest payments on the Company's term
loan and revolving loan credit facility with a syndicate of lenders led by
Credit Suisse First Boston and Mellon Bank (the "New Credit Facility"), the
Company has interest payments of $12 million due in 2000 for the Senior
Subordinated Notes. A payment of $6 million was made in May 2000 and another $6
million payment is due in November 2000 to satisfy the amount due on the Senior
Subordinated Notes. Net cash used for investing activities for the first nine
months of 2000 totaled $4.7 million, which was used primarily for purchases of
capital equipment and software. Net changes in financing activities totaled $4.7
million during the first nine months of 2000 and included $5.5 million in
paydown of an earn-out associated with the Techmatics acquisition and $9.9
million in paydown of obligations relating to the Company's acquisition of
Techmatics, Inc. in May 1998, of which $9.0 million related to the payment of
subordinated notes payable and $.85 million payment related to the payment of
various non-compete agreements with former Techmatics employees. These payments
were offset by a $12.0 million increase in the revolving line of credit.
The total funds remaining available to the Company under its New Credit
Facility as of September 30, 2000 was $25.6 million and, in the opinion of
management, are sufficient to meet ongoing working capital requirements for the
next 12 months. Borrowings under the revolving credit facility were $14.9
million as of September 30, 2000.
As of September 30, 2000 the Company does not have any major capital
commitments greater than $1.0 million.
The Company believes that inflation has not had a material effect on
its business.
16
<PAGE>
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS 133").
SFAS No. 133, as amended by SFAS No. 137 and further amended by SFAS No. 138,
established accounting and reporting standards for derivative financial
instruments and associated hedging activities as well as hedging activities in
general. SFAS No. 133, as amended by SFAS No. 137 and as further amended by SFAS
No. 138 is effective for all fiscal quarters of all fiscal years beginning after
June 15, 2000. The Company is reviewing this standard and does not expect the
adoption of SFAS No. 133, as amended, to have a material effect on its
consolidated results of operations or its financial position.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), Revenue Recognition in Financial
Statements, as amended by SAB 101A and SAB 101B, which provides guidance on the
recognition, presentation, and disclosure of revenue in financial statements
filed with the SEC. SAB 101 provides guidance on necessary disclosures relating
to revenue recognition policies in addition to outlining the criteria that must
be met in order to recognize revenue. SAB 101 is effective beginning in the
fourth quarter of 2000. The Company does not expect the adoption of SAB 101 to
have a material effect on the Company's consolidated results of operations or
its financial position.
In September 2000, the Financial Accounting Standards Board issued
SFAS No. 140, ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND
EXTINGUISHMENT OF LIABILITIES ("SFAS No. 140"). SFAS No. 140 replaces SFAS
No. 125, and revises the standards for accounting for securitizations and
other transfers of financial assets and collateral and requires certain
disclosures. SFAS No. 140 is effective for transfers and servicing of
financial assets and extinguishment of liabilities occurring after March 31,
2001. The Company does not expect the adoption of SFAS No. 140 to have a
material effect on the Company's consolidated results of operations or its
financial position.
17
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has a degree of interest rate exposure on its long-term obligations.
While the interest rate on its senior subordinated notes is fixed at 12%,
interest on both the term loan and revolving credit facilities are affected by
changes in the market interest rates. The Company manages these fluctuations
through interest rate swaps that are currently in place and focusing on reducing
the amount of outstanding debt through cash flow. In addition, the Company has
implemented a cash flow management plan focusing on billing and collecting
receivables to pay down debt.
18
<PAGE>
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.
ANTEON CORPORATION
Date: November 14, 2000
--------------------------------
Joseph Kampf - President and
Chief Executive Officer
Date: November 14, 2000
--------------------------------
Carlton B. Crenshaw -
Senior Vice President of Finance
and Administrative and Chief
Financial Officer
19
<PAGE>
PART II. OTHER INFORMATION REQUIRED IN REPORT
ITEM 1. LEGAL PROCEEDINGS
NONE.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
NONE.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE.
ITEM 5. OTHER INFORMATION
NONE.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
27.1 FINANCIAL DATA SCHEDULE
B. REPORTS ON FORM 8-K
The Company did not file a report on Form 8-K during the
quarter ended September 30, 2000.
20
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Documents
27 Financial Data Schedules
- For the quarter ended September 30, 2000
21
