<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Commission File
earliest event reported): Number
December 22, 1999 000-27261
CH2M HILL Companies, Ltd.
(Exact name of registrant as specified in its charter)
Oregon 93-0549963
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6060 South Willow Drive,
Greenwood Village, CO 80111-5142
(Address of principal executive offices) (Zip Code)
(303) 771-0900
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
-------------------------------------------------------------
N/A
---
<PAGE>
CH2M HILL COMPANIES, LTD.
-------------------------
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 22, 1999 CH2M HILL Companies, Ltd. ("CH2M Hill") acquired all of
the outstanding capital stock of Lockheed Martin Hanford Corporation ("LMHC"), a
wholly-owned subsidiary of Lockheed Martin Corporation. LMHC is an environmental
management contractor that provides tank waste remediation services to the
United States Department of Energy. LMHC is responsible for the management,
retrieval and disposal of 54 million gallons of radioactive waste stored in 177
underground tanks at the United States Department of Energy Hanford Site in
Richland, Washington. In connection with the acquisition, LMHC changed its name
to "CH2M Hill Hanford Group, Inc." In the coming year, CH2M Hill Hanford Group,
Inc. will be responsible for managing more than $300 million in work at the
Hanford Site and will have the opportunity to expand the contract in future
years.
The purchase price paid by CH2M Hill at closing was approximately $17.2
million. In addition, CH2M Hill agreed to future payments conditioned upon the
extension of the contract between CH2M Hill Hanford Group, Inc. and the United
States Department of Energy. The potential future payments will be based in part
on the revenues generated by CH2M Hill Hanford Group, Inc. from the contract
extension. CH2M Hill paid the initial purchase price at the closing of the
acquisition with available cash on hand.
The foregoing description of the acquisition does not purport to be complete
and is qualified in its entirety by reference to the Stock Purchase Agreement, a
copy of which was filed as Exhibit 2.1 to the Form 8-K filed with the Commission
on January 5, 2000 and incorporated herein by reference. A copy of the press
release dated November 30, 1999, issued by CH2M Hill regarding the above-
described transaction was filed as Exhibit 99.1 in the January 5, 2000 filing of
Form 8-K.
Item 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
Reference is made to the information set forth on pages F-1 through F-9.
(b) Pro Forma Financial Information
Reference is made to the information set forth on pages F-10 through F-15.
<PAGE>
SIGNATURE
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 hereunto duly authorized.
CH2M HILL Companies, Ltd.
Date: March 3, 2000 By: /s/ Samuel H. Iapalucci
-------------------------
Samuel H. Iapalucci
Senior Vice President and
Chief Financial Officer
<PAGE>
LOCKHEED MARTIN HANFORD CORPORATION
Index to Financial Statements
<TABLE>
<CAPTION>
Page
<S> <C>
Report of Indpendent Public Accountants......................................................... F-2
Balance Sheet at September 30, 1999............................................................. F-3
Statement of Income for the Nine-Month Period Ended September 30, 1999.......................... F-4
Statement of Stockholders' Equity (Deficit) for the Nine-Month Period Ended September 30, 1999.. F-5
Statement of Cash Flows for the Nine-Month Period Ended September 30, 1999...................... F-6
Notes to Financial Statements................................................................... F-7
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Lockheed Martin Hanford Corporation:
We have audited the accompanying balance sheet of Lockheed Martin Hanford
Corporation as of September 30, 1999, and the related statement of income,
stockholder's equity (deficit) and cash flows for the nine-month period ended
September 30, 1999. These financial statements are the responsibility of
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Lockheed Martin Hanford
Corporation as of September 30, 1999, and the results of its operations and its
cash flows for the nine-month period ended September 30 1999, in conformity with
accounting principles generally accepted in the United States.
Arthur Andersen LLP
Denver, Colorado,
January 7, 2000.
F-2
<PAGE>
LOCKHEED MARTIN HANFORD CORPORATION
BALANCE SHEET
AS OF SEPTEMBER 30, 1999
(Dollars in thousands)
ASSETS
------
CURRENT ASSETS:
Receivables-
Contract receivables $ 2,486
Unbilled revenue 1,177
Prepaid expenses and other 139
-------
Total current assets 3,802
OTHER ASSETS, net 364
-------
TOTAL ASSETS $ 4,166
=======
LIABILITIES AND STOCKHOLDER'S DEFICIT
-------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 541
Accrued expenses 1,784
Taxes payable to Parent 2,041
-------
Total current liabilities 4,366
Long-term employee obligations 997
-------
Total liabilities 5,363
STOCKHOLDER'S DEFICIT:
Common stock, $2 par value, 1,000 shares issued and outstanding 2
Retained deficit (1,199)
-------
Total stockholder's deficit (1,197)
-------
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT $ 4,166
=======
The accompanying notes are an integral part of this financial statement.
F-3
<PAGE>
LOCKHEED MARTIN HANFORD CORPORATION
STATEMENT OF INCOME
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1999
(Dollars in thousands)
GROSS REVENUE $ 236,914
---------
OPERATING EXPENSES:
Direct costs (229,074)
General and administrative (2,021)
---------
OPERATING INCOME 5,819
OTHER INCOME 13
---------
INCOME BEFORE PROVISION FOR INCOME TAXES 5,832
PROVISION FOR INCOME TAXES (2,041)
---------
NET INCOME $ 3,791
=========
The accompanying notes are an integral part of this financial statement.
F-4
<PAGE>
LOCKHEED MARTIN HANFORD CORPORATION
STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT)
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1999
(Dollars in thousands)
<TABLE>
<CAPTION>
Common Stock Retained Total
------------------- Earnings Stockholder's
Shares Amount (Deficit) Equity (Deficit)
------ ------ --------- ----------------
<S> <C> <C> <C> <C>
BALANCES, December 31, 1998 1,000 $2 $ 1,974 $ 1,976
Net income - - 3,791 3,791
Distributions - - (6,964) (6,964)
----- -- ------- -------
BALANCES, September 30, 1999 1,000 $2 $(1,199) $(1,197)
===== == ======= =======
</TABLE>
The accompanying notes are an integral part of this financial statement.
F-5
<PAGE>
LOCKHEED MARTIN HANFORD CORPORATION
STATEMENT OF CASH FLOWS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1999
(Dollars in thousands)
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,791
Adjustments to reconcile net income to net cash provided by operating activities-
Change in--
Receivables 1,682
Prepaid expenses and other 255
Unbilled revenue (1,177)
Accounts payable (2,433)
Other current liabilities 3,825
--------
Net cash provided by operating activities 5,943
--------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investments for economic development (221)
--------
Net cash used in investing activities (221)
--------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to shareholder (6,964)
--------
Net cash used in financing activities (6,964)
--------
DECREASE IN CASH AND CASH EQUIVALENTS (1,242)
CASH AND CASH EQUIVALENTS, beginning of period 1,242
--------
CASH AND CASH EQUIVALENTS, end of period $ -
========
</TABLE>
The accompanying notes are an integral part of this financial statement.
F-6
<PAGE>
LOCKHEED MARTIN HANFORD CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands)
1. ORGANIZATION
------------
Lockheed Martin Hanford Corporation ("Hanford") is a Delaware corporation formed
on August 6, 1996. Hanford operates as an environmental management contractor
that provides tank waste remediation to the United States Department of Energy
(the "DOE"). Hanford is responsible for the management, retrieval, and disposal
of radioactive waste stored in underground tanks at the DOE Hanford site in
Richland, Washington. Hanford operates under a contract (the "DOE Contract"),
that commenced October 1, 1996, with the DOE and Fluor Daniel Hanford, Inc. (the
"Prime Contractor"). The DOE Contract is based on the governmental fiscal year
ending September 30. Hanford's contract ended on September 30, 1999 and a new
contract commenced on October 1, 1999. The new contract expires September 30,
2001 with additional option years through 2006.
Hanford was wholly-owned by Lockheed Martin Corporation ("Lockheed"). Effective
December 22, 1999, Lockheed Martin Corporation sold all of the outstanding
common stock of Hanford to CH2M HILL Companies, Ltd. for $17,200. The name of
Hanford was subsequently changed to CH2M HILL Hanford Group, Inc.
Under the terms of the DOE Contract that ended September 30, 1999, Hanford
operated under a letter of credit agreement from the DOE, under which costs
permitted under the Federal Acquisition Regulations ("FAR") are directly
submitted to the DOE and subsequently paid by the letter of credit.
2. SIGNIFICANT ACCOUNTING POLICIES
-------------------------------
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Revenue Recognition
- -------------------
Revenue is recognized using the percentage of completion method whereby revenue
is accrued in an amount equal to cost plus management's best estimate of net
fees earned based on the actual cost of work performed to date as compared to
the total estimated cost. Unbilled revenue results from revenue that has been
earned by Hanford but not billed to the DOE as of the end of the period.
Fair Value of Financial Instruments
- -----------------------------------
The carrying amounts of accounts receivable, accounts payable and accrued
liabilities approximate fair value due to the short-term maturities of these
assets and liabilities.
F-7
<PAGE>
Asset Impairment
- ----------------
Hanford reviews its assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Assets which are held and used in operations would be impaired if
the undiscounted future cash flows related to the asset did not exceed the net
book value.
Income Taxes
- ------------
Hanford records taxes under an informal tax sharing arrangement. Hanford is
part of a consolidated tax group under Lockheed whereby all taxes for the
consolidated group are paid by Lockheed and the related tax provision and
payable to Parent is recorded by Hanford. Statement of Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes" requires that deferred
tax assets and liabilities are recorded for the estimated future tax effects of
temporary differences between the tax basis of assets and liabilities and
amounts reported in the consolidated balance sheets. Deferred tax assets are
also recognized for net operating loss and tax credit carryovers. The overall
change in deferred tax assets and liabilities for the period measures the
deferred tax expense or benefit for the period. At September 30, 1999, Hanford
had no material temporary differences.
Statement of Cash Flows
- -----------------------
For purposes of the statement of cash flows, Hanford considers all short-term
investments with original maturities of three months or less to be cash and cash
equivalents.
New Accounting Standards
- ------------------------
The Financial Accounting Standards Board has issued Statement of Accounting
Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging
Activities." SFAS No. 133 establishes fair value accounting and reporting for
derivative instruments and hedging activities. Hanford will adopt SFAS No. 133
in the first quarter of fiscal 2001. The adoption of SFAS No. 133 will not have
a material impact on Hanford's results of operations or financial position.
3. RELATED PARTY TRANSACTIONS
--------------------------
In 1996 Lockheed Martin Corporation formed Lockheed Martin Services, Inc. (LMSI)
to perform various services at the Hanford site in support of the Prime
Contractor and subcontractors. Hanford had an agreement with LMSI, whereas LMSI
distributes its earnings to Hanford. During the period ended September 30,
1999, Hanford received approximately $900,000 of earnings from LMSI relating to
prior fiscal years. The agreement with LMSI terminated due to the acquisition
by CH2M HILL Companies, Ltd.
4. CONTRACT RECEIVABLES
--------------------
Contract receivables represent net fees due under the DOE Contract. These
receivables result in timing differences between billing by Hanford and payment
of the net fees by the DOE. Management believes that the credit risk associated
with these receivables is minimal due to the billing arrangement previously
discussed.
F-8
<PAGE>
5. CONTINGENCIES
-------------
Hanford's reimbursable costs are subject to audit in the ordinary course of
business by various U.S. Government agencies. Management is not presently aware
of any significant costs which have been, or may be, disallowed by any of these
agencies. In any such amounts were to arise, CH2M HILL has been indemnified
against any additional liabilities related to the DOE Contract ending September
30, 1999.
6. EMPLOYEE BENEFIT PLANS
----------------------
Hanford participates in several benefit plans sponsored by the Prime Contractor,
covering substantially all employees at the Hanford site. Hanford participates
in the Fluor Daniel Hanford, Inc. Operations and Engineering Pension Plan (the
"Pension Plan"). No contribution was made to the Pension Plan as it was over
funded as of September 30, 1999. Hanford also participates in the Hanford
Operations and Engineering Investment Plan (the "Plan"), a defined contribution
plan. All matching contributions to the Plan are made by the DOE.
Additionally, Hanford has a supplemental pension plan covering certain
employees.
Under the DOE Contract, Hanford recognizes the cost of benefit plans when paid,
and such costs are reimbursed by the DOE. Any excess pension plan assets or
unfunded pension plan liability which may currently exist or is remaining at the
end of the DOE Contract is the responsibility of the DOE.
F-9
<PAGE>
CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES
------------------------------------------
INDEX TO UNAUDITED PRO FORMA CONDENSED
---------------------------------------
CONSOLIDATING FINANCIAL INFORMATION
-----------------------------------
Unaudited Pro Forma Condensed Consolidating Financial
Information - Basis of Presentation F-11
Condensed Consolidating Pro Forma Balance Sheet
As of September 30, 1999 (Unaudited) F-12
Condensed Consolidating Pro Forma Statement of Income for the
Nine-Month Period Ended September 30, 1999 (Unaudited) F-13
Condensed Consolidating Pro Forma Statement of Income for the
Year Ended December 31, 1998 (Unaudited) F-14
Notes to Unaudited Pro Forma Condensed Consolidating
Financial Information F-15
F-10
<PAGE>
CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES
------------------------------------------
UNAUDITED PRO FORMA CONDENSED
-----------------------------
CONSOLIDATING FINANCIAL INFORMATION
-----------------------------------
BASIS OF PRESENTATION
---------------------
The following unaudited pro forma condensed consolidating financial information
reflects the purchase of the common stock of Lockheed Martin Hanford Corporation
(Hanford) by CH2M HILL Companies, Ltd. (CH2M HILL) on December 22, 1999. The
acquisition of Hanford was accounted for using the purchase method of
accounting. The unaudited pro forma condensed consolidating financial
information is derived from the historical financial statements of CH2M HILL and
Hanford.
The unaudited pro forma condensed consolidating balance sheet information
reflects the purchase of Hanford's common stock as if it had occurred on
September 30, 1999. The unaudited pro forma condensed consolidating statements
of income information gives effect to the acquisition as if it had occurred
on January 1, 1999 and 1998. The purchase accounting adjustments made in
connection with the development of the pro forma financial information are
preliminary and have been made solely for purposes of developing such pro forma
financial information and may not be representative of actual future results.
The unaudited pro forma condensed consolidating financial information should be
read in conjunction with the separate historical financial statements of CH2M
HILL and Hanford. The unaudited pro forma condensed consolidating financial
information should not be relied upon as an indication of the results of future
operations or financial position that would have been achieved if the
transactions described above had taken place on the dates indicated.
F-11
<PAGE>
CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES
------------------------------------------
CONDENSED CONSOLIDATING PRO FORMA BALANCE SHEET
-----------------------------------------------
SEPTEMBER 30, 1999
------------------
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Pro Forma
ASSETS CH2M HILL (1) Hanford (2) Adjustments Pro Forma
------ ------------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash & cash equivalents $ 21,477 $ - $ (17,145)(2) $ 4,332
Receivables, net 285,627 3,663 - 289,290
Prepaid expenses & other 8,926 139 - 9,065
-------- ------- --------- --------
Total current assets 316,030 3,802 (17,145) 302,687
PROPERTY, PLANT & EQUIPMENT, net 13,664 - - 13,664
OTHER ASSETS, net 35,231 364 18,342 (2) 53,937
-------- ------- --------- --------
Total assets $364,925 $ 4,166 $ 1,197 $370,288
======== ======= ========= ========
LIABILITIES AND
---------------
STOCKHOLDERS' EQUITY (DEFICIT)
------------------------------
CURRENT LIABILITIES:
Current portion of long-term debt
and notes payable to former
stockholders $ 7,462 $ - $ - $ 7,462
Accounts payable 59,524 541 - 60,065
Billings in excess of revenues 57,625 - - 57,625
Accrued liabilities 73,265 3,825 - 77,090
Current deferred income taxes 31,665 - - 31,665
-------- ------- --------- --------
Total current liabilities 229,541 4,366 - 233,907
LONG-TERM LIABILITIES 41,178 997 - 42,175
-------- ------- --------- --------
Total liabilities 270,719 5,363 - 276,082
-------- ------- --------- --------
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock 242 - - 242
Common stock 176 2 (2)(2) 176
Additional paid-in capital 29,255 - - 29,255
Retained earnings (deficit) 67,116 (1,199) 1,199 (2) 67,116
Accumulated other comprehensive loss (2,583) - - (2,583)
-------- ------- --------- --------
Total stockholders' equity (deficit) 94,206 (1,197) 1,197 94,206
-------- ------- --------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $364,925 $ 4,166 $ 1,197 $370,288
======== ======= ========= ========
</TABLE>
See accompanying notes to unaudited pro forma
condensed consolidating financial information.
F-12
<PAGE>
CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES
------------------------------------------
CONDENSED CONSOLIDATING PRO FORMA STATEMENT OF INCOME
-----------------------------------------------------
NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1999
------------------------------------------
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Pro Forma
CH2M HILL (1) Hanford (2) Adjustments Pro Forma
------------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
Gross revenue $ 880,291 $ 236,914 $ - $ 1,117,205
Operating expenses:
Direct cost of services and overhead (635,996) (229,074) - (865,070)
General and administrative (222,782) (2,021) (1,807) (2) (226,610)
----------- --------- ------- -----------
Operating income 21,513 5,819 (1,807) 25,525
Other income (expense) (92) 13 - (79)
----------- --------- ------- -----------
Income before provision for income taxes 21,421 5,832 (1,807) 25,446
Provision for income taxes (10,453) (2,041) - (12,494)
----------- --------- ------- -----------
Net income $ 10,968 $ 3,791 $ (1,807) $ 12,952
=========== ========= ======== ===========
Net income per common and preferred share:
Basic and diluted $ 0.37 $ 0.44
=========== ===========
Weighted average number of common and
preferred shares:
Basic and diluted 29,419,130 29,419,130
=========== ===========
</TABLE>
See accompanying notes to unaudited pro forma
condensed consolidating financial information.
F-13
<PAGE>
CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES
------------------------------------------
CONDENSED CONSOLIDATING PRO FORMA STATEMENT OF INCOME
-----------------------------------------------------
YEAR ENDED DECEMBER 31, 1998
----------------------------
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Pro Forma
CH2M HILL (1) Hanford (2) Adjustments Pro Forma
------------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Gross revenue $ 935,030 $ 280,160 $ - $ 1,215,190
Operating expenses:
Direct cost of services and overhead (629,468) (273,265) - (902,733)
General and administrative (290,760) (2,009) (2,409) (2) (295,178)
------------- ----------- ----------- ------------
Operating income 14,802 4,886 (2,409) 17,279
Other income (expense) (419) - - (419)
------------- ----------- ----------- ------------
Income before provision for income taxes 14,383 4,886 (2,409) 16,860
Provision for income taxes (8,571) (1,710) - (10,281)
------------- ----------- ----------- ------------
Net income $ 5,812 $ 3,176 $ (2,409) $ 6,579
============= =========== =========== ============
Net income per common and preferred share:
Basic and diluted $ 0.21 $ 0.23
============= ============
Weighted average number of common and
preferred shares:
Basic and diluted 28,330,940 28,330,940
============= ============
</TABLE>
See accompanying notes to unaudited pro forma
condensed consolidating financial information.
F-14
<PAGE>
CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES
------------------------------------------
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATING
----------------------------------------------------
FINANCIAL INFORMATION
---------------------
(in thousands)
1. HISTORICAL FINANCIAL STATEMENTS:
--------------------------------
Amounts represent the historical consolidated balance sheet of CH2M HILL as of
September 30, 1999 and the historical statements of operations of CH2M HILL for
the nine-month period ended September 30, 1999 and the year ended December 31,
1998.
2. ACQUISITION OF HANFORD:
-----------------------
Effective December 22, 1999, CH2M HILL purchased all of the outstanding common
stock of Hanford. The acquired assets and liabilities as of September 30, 1999
and the results of operations for Hanford for the nine-month period ended
September 30, 1999 and the year ended December 31, 1998 have been included in
the Hanford column. The purchase was accounted for under the purchase method of
accounting for initial consideration of $17,145 in cash. The purchase agreement
also includes contingent earn-out payments based on option years and net fees
awarded through 2006. The contingent earn-out will be recorded as additional
purchase price consideration (additional goodwill) when and if the option years
are awarded. These contingent payments are not included in the initial purchase
price as the amounts and likelihood are not determinable beyond a reasonable
doubt.
The initial purchase price of Hanford has been allocated to the acquired assets
and liabilities as of September 30, 1999 as follows:
Initial cash consideration $17,145
Allocated to:
Other assets (364)
Current working capital deficit 564
Long-term employee obligations 997
-------
Goodwill $18,342
=======
Goodwill will be amortized on a straight-line basis over seven years. Annual
amortization included in the unaudited pro forma statements of income
information is $1,807 and $2,409 for the nine-month period ended September 30,
1999 and the year ended December 31, 1998, respectively. Pro forma amortization
expense is calculated based upon goodwill of $16,865 derived from allocating the
initial purchase price consideration of $17,145 to the assets and liabilities
acquired on December 22, 1999.
F-15
