<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 29, 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 0-20036
THE MEN'S WEARHOUSE, INC.
(Exact Name of Registrant as Specified in its Charter)
TEXAS 74-1790172
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
5803 GLENMONT DRIVE
HOUSTON, TEXAS 77081-1701
(Address of Principal Executive Offices) (Zip Code)
(713) 592-7200
(Registrant's telephone number, including area code)
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 [ ].
The number of shares of common stock of the Registrant, par value $.01 per
share, outstanding at June 9, 2000 was 41,403,005. In addition, there were
573,605 Exchangeable Shares outstanding at June 9, 2000.
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<PAGE> 2
REPORT INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
PART AND ITEM NO.
PART I - Financial Information
Item 1 - Financial Statements
General Information...................................................................... 1
Consolidated Balance Sheets as of May 1, 1999 (unaudited), April 29, 2000
(unaudited) and January 29, 2000....................................................... 2
Consolidated Statements of Earnings for the Three Months Ended May 1,
1999 (unaudited) and April 29, 2000 (unaudited)........................................ 3
Consolidated Statements of Cash Flows for the Three Months Ended May 1, 1999
(unaudited) and April 29, 2000 (unaudited)............................................. 4
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations.......................................................................... 6
Item 3 - Qualitative and Quantitative Disclosures about Market Risk...................... 9
PART II - Other Information
Item 6 - Exhibits and Reports on Form 8-K................................................ 10
</TABLE>
<PAGE> 3
PART I, FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
GENERAL INFORMATION
The consolidated financial statements herein include the accounts of The
Men's Wearhouse, Inc. and its subsidiaries ("the Company") and have been
prepared without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission (the "SEC"). As applicable under such regulations,
certain information and footnote disclosures have been condensed or omitted. The
Company believes that the presentation and disclosures herein are adequate to
make the information not misleading, and the financial statements reflect all
elimination entries and normal adjustments which are necessary for a fair
statement of the results for the three months ended May 1, 1999 and April 29,
2000.
Operating results for interim periods are not necessarily indicative of the
results for full years. It is suggested that these consolidated financial
statements be read in conjunction with the consolidated financial statements for
the year ended January 29, 2000 and the related notes thereto included in the
Company's 1999 Annual Report on Form 10-K filed with the SEC.
1
<PAGE> 4
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
MAY 1, APRIL 29, JANUARY 29,
1999 2000 2000
--------- --------- -----------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash ............................................ $ 39,297 $ 63,268 $ 77,798
Inventories ..................................... 335,090 352,405 319,940
Other current assets ............................ 26,971 24,487 25,727
--------- --------- ---------
Total current assets ......................... 401,358 440,160 423,465
--------- --------- ---------
PROPERTY AND EQUIPMENT, NET ....................... 126,901 143,992 138,426
OTHER ASSETS, Net ................................. 47,464 49,504 49,304
--------- --------- ---------
TOTAL ................................... $ 575,723 $ 633,656 $ 611,195
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ................................ $ 98,878 $ 96,511 $ 76,420
Accrued expenses ................................ 35,299 38,719 53,301
Current portion of long-term debt ............... 2,574 2,534 2,594
Income taxes payable ............................ 8,230 10,946 10,899
--------- --------- ---------
Total current liabilities .................... 144,981 148,710 143,214
LONG-TERM DEBT .................................... 64,726 52,397 46,697
OTHER LIABILITIES ................................. 9,511 12,554 12,311
--------- --------- ---------
Total liabilities ............................ 219,218 213,661 202,222
--------- --------- ---------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock ................................. -- -- --
Common stock .................................... 394 413 409
Capital in excess of par ........................ 181,350 183,243 182,662
Retained earnings ............................... 174,985 240,619 227,191
Accumulated comprehensive (loss) income ......... (149) (234) 59
--------- --------- ---------
Total ........................................ 356,580 424,041 410,321
Treasury stock, at cost ......................... (75) (4,046) (1,348)
--------- --------- ---------
Total shareholders' equity ................... 356,505 419,995 408,973
--------- --------- ---------
TOTAL ................................... $ 575,723 $ 633,656 $ 611,195
========= ========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
2
<PAGE> 5
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FOR THE QUARTER ENDED
------------------------
MAY 1, APRIL 29,
1999 2000
--------- ---------
<S> <C> <C>
Net sales .............................................. $ 258,864 $287,876
Cost of goods sold, including buying and occupancy costs 167,429 183,563
--------- --------
Gross margin ........................................... 91,435 104,313
Selling, general and administrative expenses ........... 72,604 82,083
Combination expenses:
Transaction costs ................................... 5,552 --
Duplicate facility costs ............................ 2,933 --
--------- --------
Operating income ....................................... 10,346 22,230
Interest (expense) income, net ......................... (672) 62
--------- --------
Earnings before income taxes ........................... 9,674 22,292
Provision for income taxes ............................. 5,924 8,864
--------- --------
Earnings before extraordinary item ..................... 3,750 13,428
Extraordinary item, net of tax ......................... 2,912 --
--------- --------
Net earnings ........................................... $ 838 $ 13,428
========= ========
Net earnings per basic share:
Earnings before extraordinary item ................... $ 0.09 $ 0.32
Extraordinary item, net of tax ....................... (0.07) --
--------- --------
$ 0.02 $ 0.32
========= ========
Net earnings per diluted share:
Earnings before extraordinary item ................... $ 0.09 $ 0.32
Extraordinary item, net of tax ....................... (0.07) --
--------- --------
$ 0.02 $ 0.32
========= ========
Weighted average shares outstanding:
Basic ................................................ 41,803 41,766
========= ========
Diluted .............................................. 42,538 42,379
========= ========
</TABLE>
See Notes to Consolidated Financial Statements.
3
<PAGE> 6
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE QUARTER ENDED
-----------------------
MAY 1, APRIL 29,
1999 2000
-------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings .............................................. $ 838 $ 13,428
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Extraordinary item, net of tax ......................... 2,912 --
Depreciation and amortization .......................... 7,013 8,165
Deferred tax provision (benefit) ....................... -- (589)
Stock option compensation expense ...................... 889 --
Duplicate facility cost ................................ 1,503 --
Increase in inventories ................................ (31,019) (34,375)
(Increase) decrease in other current assets ............ (694) 1,112
Increase in accounts payable and accrued expenses ...... 28,399 8,379
Increase in income taxes payable ....................... 538 254
Increase (decrease) in other liabilities ............... (496) 258
-------- --------
Net cash provided by (used in) operating activities 9,883 (3,368)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures, net ................................. (10,418) (13,219)
Investment in trademarks, tradenames and other assets ..... (190) (79)
Maturities of short-term securities ....................... 3,680 --
Purchase of short-term securities ......................... (2,500) --
-------- --------
Net cash used in investing activities ............. (9,428) (13,298)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock .................... 888 664
Long-term borrowings ...................................... 64,849 7,525
Principal payments on long-term debt ...................... (57,375) (643)
Deferred financing and merger costs ....................... (429) --
Tax payments related to options exercised ................. (230) (111)
Purchase of treasury stock ................................ -- (5,290)
-------- --------
Net cash provided by financing activities ......... 7,703 2,145
-------- --------
Effect of exchange rate changes on cash ..................... 127 (9)
-------- --------
INCREASE (DECREASE) IN CASH ................................. 8,285 (14,530)
CASH:
Beginning of period ....................................... 31,012 77,798
-------- --------
End of period ............................................. $ 39,297 $ 63,268
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
4
<PAGE> 7
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES--
The consolidated financial statements include the accounts of The Men's
Wearhouse, Inc. and its subsidiaries (the "Company"). There have been no
significant changes in the accounting policies of the Company during the periods
presented. For a description of these policies, see Note 1 of Notes to
Consolidated Financial Statements in the Company's Annual Report on Form 10-K
for the year ended January 29, 2000.
2. EARNINGS PER SHARE--
Basic earnings per share ("EPS") is computed using the weighted average
number of common shares outstanding during the period and net earnings. Diluted
EPS gives effect to the potential dilution which would have occurred if
additional shares were issued for stock options exercised under the treasury
stock method.
3. COMPREHENSIVE INCOME AND SUPPLEMENTAL CASH FLOWS
The Company's comprehensive income, which encompasses net earnings and
currency translation adjustments, is as follows (in thousands):
<TABLE>
<CAPTION>
FOR THE QUARTER ENDED
------------------------
MAY 1, APRIL 29,
1999 2000
------ ---------
<S> <C> <C>
Net earnings $ 838 $ 13,428
Currency translation adjustments, net of tax 84 (293)
------ --------
Comprehensive income $ 922 $ 13,135
====== ========
</TABLE>
The Company paid cash during the first quarter of 1999 of $0.8 million for
interest and $8.7 million for taxes, compared with $0.8 million for interest and
$9.4 million for taxes during the first quarter of 2000. The Company had
non-cash investing and financing activities resulting from the issuance of
treasury stock to the employee stock ownership plan of $2.0 million and $2.5
million in the first quarter of 1999 and 2000, respectively, and from the tax
benefit recognized upon exercise of stock options of $0.2 million and $0.1
million, respectively.
5
<PAGE> 8
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
For supplemental information, it is suggested that "Management's Discussion
and Analysis of Financial Condition and Results of Operations" be read in
conjunction with the corresponding section included in the Company's Annual
Report on Form 10-K for the year ended January 29, 2000. References herein to
years are to the Company's 52-week or 53-week fiscal year which ends on the
Saturday nearest January 31 in the following calendar year. For example,
references to "2000" mean the 53-week fiscal year ending February 3, 2001.
In large part, changes in net sales and operating results are impacted by
the number of stores operating during the fiscal period. The following table
presents information with respect to stores in operation during each of the
respective fiscal periods.
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED YEAR ENDED
------------------------------ ---------------
MAY 1, APRIL 29, JANUARY 29,
1999 2000 2000
---------- ------------- ---------------
<S> <C> <C> <C>
Stores open at beginning of period 579 614 579
Opened 13 6 54
Closed (6) (3) (19)
---- ---- -----
Stores open at end of period 586 617 614
=== === ===
Stores open at end of period:
U.S. --
Men's Wearhouse 420 452 450
K&G/SuitMax/Suit Warehouse 49 52 51
C&R and Moores 6 -- --
--- --- ----
475 504 501
Canada -- Moores 111 113 113
--- --- ---
586 617 614
=== === ===
</TABLE>
RESULTS OF OPERATIONS
Three Months Ended May 1, 1999 and April 29, 2000
-------------------------------------------------
The Company's net sales were $287.9 million for the quarter ended April 29,
2000, a $29.0 million or 11.2% increase over the same prior year period. This
increase was due primarily to sales resulting from the increased number of
stores and increased sales at existing stores. Sales from U.S. stores
represented 90.6% of total sales in the first quarter of 2000, compared with
89.4% of total sales in the first quarter of 1999. Comparable store sales (which
are calculated by excluding the net sales of a store for any month of one period
if the store was not open throughout the same month of the prior period)
increased 5.3% for the U.S. stores from the same prior year quarter, while
comparable store sales for the Canadian stores decreased 5.6% from the same
prior year quarter.
Gross margin increased 14.1% over the same prior year quarter to $104.3
million in the first quarter of 2000. As a percentage of sales, gross margin
increased from 35.3% in the first quarter of 1999 to 36.2% in the first quarter
of 2000. This increase in gross margin predominantly resulted from a decrease in
product, occupancy and alteration costs as a percentage of sales.
Selling, general and administrative ("SG&A") expenses increased as a
percentage of sales from 28.0% for the quarter ended May 1, 1999 to 28.5% for
the quarter ended April 29, 2000, and SG&A expenditures increased by $9.5
million to $82.1 million. On an absolute dollar basis, the principal components
of SG&A expenses increased primarily due to the Company's growth. Advertising
expense decreased from 6.4% to 5.6% of net sales, while store salaries increased
from 10.4% to 11.0% of net sales and other SG&A expenses increased from 11.2% to
12.0% of net sales.
6
<PAGE> 9
As a result of the February 10, 1999 pooling of interest combination with
Moores Retail Group Inc. ("Moores"), non-recurring transaction costs of $5.6
million were charged to operations in the first quarter of 1999. These costs
consisted primarily of investment banking fees, professional fees and contract
termination payments. An additional $2.9 million was charged to operations for
non-recurring duplicative store closing costs, which consisted primarily of
lease termination payments and the write-off of fixed assets associated with the
closing of duplicate stores sites in existing markets. In addition, the Company
recorded an extraordinary charge of $2.9 million, net of $1.4 million tax
benefit, related to the write-off of deferred financing costs and prepayment
penalties for the refinancing of approximately US$57 million of Moores'
indebtedness.
Interest expense, net of interest income, was $0.7 million in the first
quarter of 1999 compared to net interest income of $0.1 million in the first
quarter of 2000. Net interest income in the first quarter of fiscal 2000
resulted from interest income on short-term investments exceeding interest
expense on the Company's borrowings. Weighted average borrowings outstanding
decreased from $63.7 million in the prior year to $53.8 million in the first
quarter of 2000, and the weighted average interest rate on outstanding
indebtedness decreased from 6.8% to 6.7%. The decrease in the weighted average
borrowings was due primarily to reduced borrowings under the Company's revolving
credit facilities. The decrease in the weighted average interest rate was due
primarily to the refinancing of debt concurrent with the Moores combination.
The Company's effective income tax rate decreased from 61.2% for the first
quarter of 1999 to 39.8% for the first quarter of 2000. The effective tax rate
was higher than the statutory U.S. federal rate of 35% primarily due to the
effect of state income taxes, the nondeductibility of a portion of meal and
entertainment expenses and, in 1999, nondeductible transaction costs.
The Company's earnings before extraordinary item, as reported and excluding
the effect of non-recurring charges, were as follows (in thousands, except per
share amounts):
<TABLE>
<CAPTION>
FOR THE QUARTER ENDED
-----------------------
MAY 1, APRIL 29,
1999 2000
-------- ---------
<S> <C> <C>
Earnings before extraordinary item, as reported $ 3,750 $ 13,428
Transaction costs, net of tax benefit of $332 5,220 --
Duplicative store closing costs, net of tax benefit of $1,196 1,737 --
-------- ---------
Earnings before extraordinary item and non-recurring charges $ 10,707 $ 13,428
======== =========
Diluted earnings per share before extraordinary
item, as reported $ 0.09 $ 0.32
======= ========
Diluted earnings per share before extraordinary
item and non-recurring charges $ 0.25 $ 0.32
======= ========
</TABLE>
7
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $3.4 million in the first three
months of 2000 compared with net cash provided by operating activities of $9.9
million in the first three months of 1999. These amounts primarily represent net
earnings before extraordinary items plus depreciation, amortization and other
non-cash charges and increases in accounts payable and accrued expenses, offset
by increases in inventories. Inventories increased $34.4 million and $31.0
million for the quarter ended April 29, 2000 and May 1, 1999, respectively, due
to seasonal inventory buildup and the addition of inventory for new stores and
stores expected to be opened in the following quarter.
Working capital was $291.5 million at April 29, 2000, which is up from
$280.3 million at January 29, 2000 and $256.4 million at May 1, 1999.
Historically, the Company's working capital has been at its lowest level in
January and February, and has increased through November as inventory buildup is
financed with long-term borrowings in preparation for the fourth quarter selling
season.
Cash used in investing activities was $13.3 million and $9.4 million for
the first quarter of 2000 and 1999, respectively. For the three months ended
April 29, 2000, cash used in investing activities was primarily comprised of
capital expenditures of $13.2 million relating primarily to stores opened,
remodeled or relocated during the quarter or under construction at the end of
the quarter and infrastructure technology investments.
In February 1999, the Company amended and restated its revolving credit
agreement with a group of banks (the "Credit Agreement"). This agreement
provides for borrowing of up to $125 million through February 5, 2004. Advances
under the Credit Agreement bear interest at a rate per annum equal to, at the
Company's option, the agent's prime rate or the reserve adjusted LIBOR rate plus
an interest rate margin varying between .75% to 1.25%. The Credit Agreement
provides for fees applicable to unused commitments of .125% to .225%. In
addition, the Company entered into two new Canadian credit facilities in
conjunction with the combination with Moores. These facilities include a
revolving credit agreement which provides for borrowings up to Can$30 million
(US$20 million) through February 5, 2004 and a term credit agreement which
provides for borrowings of Can$75 million (US$50 million) to be repaid in
quarterly installments of Can$0.9 million (US$0.6 million) beginning in May
1999; remaining unpaid principal is payable on February 5, 2004. Covenants and
interest rates are substantially similar to those contained in the Company's
Credit Agreement. Borrowings outstanding under these agreements were used to
repay approximately US$57 million in outstanding indebtedness of Moores and to
fund operating and other requirements of Moores. As of April 29, 2000, there was
$54.9 million outstanding under these credit agreements.
The Credit Agreement contains certain restrictive and financial covenants,
including the requirement to maintain a minimum level of net worth and certain
financial ratios. The Credit Agreement also prohibits payment of cash dividends
on the common stock of the Company. The Company is in compliance with the
covenants in the Credit Agreement.
In the fourth quarter of 1999, the Board of Directors authorized a stock
repurchase program for up to 1,000,000 shares of the Company's common stock.
Under this authorization, the Company may purchase shares from time to time in
the open market, depending on market price and other considerations. During the
first quarter of 2000, the Company purchased 210,000 shares of its common stock
at a cost of $5.3 million.
The Company anticipates that its existing cash and cash flow from
operations, supplemented by borrowings under the Credit Agreement, will be
sufficient to fund its planned store openings, other capital expenditures and
operating cash requirements for at least the next 12 months.
In connection with the Company's direct sourcing program, the Company may
enter into purchase commitments that are denominated in a foreign currency
(primarily the Italian lira). The Company generally enters into forward exchange
contracts to reduce the risk of currency fluctuations related to such
commitments. The majority of the forward exchange contracts are with three
financial institutions. Therefore, the Company is exposed to credit risk in the
event of nonperformance by these parties. However, due to the creditworthiness
of these major financial institutions, full performance is anticipated. The
Company may also be exposed to market risk as a result of changes in foreign
exchange rates. This market risk should be substantially offset by changes in
the valuation of the underlying transactions.
8
<PAGE> 11
ITEM 3 -QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is subject to exposure from fluctuations in U.S. dollar/Italian
lira exchange rates. The Company utilizes foreign currency forward exchange
contracts to limit exposure to changes in currency exchange rates (see
"Management's Discussion and Analysis of Financial Information and Results of
Operations - Liquidity and Capital Resources"). At April 29, 2000 the Company
had 24 contracts maturing in varying increments to purchase an aggregate
notional amount of $22.0 million in foreign currency. These forward contracts do
not extend beyond August 2001. Unrealized pretax losses on these forward
contracts totaled approximately $2.8 million at April 29, 2000.
Moores conducts its business in Canadian dollars. The exchange rate
between Canadian dollars and U.S. dollars has fluctuated over the last ten
years. If the value of the Canadian dollar against the U.S. dollar weakens, then
the revenues and earnings of the Company's Canadian operations will be reduced
when they are translated to U.S. dollars and the value of the Company's Canadian
net assets in U.S. dollars may decline.
FORWARD-LOOKING STATEMENTS
Certain statements made herein and in other public filings and releases by
the Company contain "forward-looking" information (as defined in the Private
Securities Litigation Reform Act of 1995) that involve risk and uncertainty.
These forward-looking statements may include, but are not limited to, future
capital expenditures, acquisitions (including the amount and nature thereof),
future sales, earnings, margins, costs, number and costs of store openings,
demand for men's clothing, market trends in the retail men's clothing business,
currency fluctuations, inflation and various economic and business trends.
Forward-looking statements may be made by management orally or in writing,
including but not limited to, this Management's Discussion and Analysis of
Financial Condition and Results of Operations section and other sections of the
Company's filings with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 and the Securities Act of 1933.
Actual results and trends in the future may differ materially depending on a
variety of factors including, but not limited to, domestic and international
economic activity and inflation, the Company's successful execution of internal
operating plans and new store and new market expansion plans, performance issues
with key suppliers, severe weather, foreign currency fluctuations, government
export and import policies and legal proceedings. Future results will also be
dependent upon the ability of the Company to continue to identify and complete
successful expansions and penetrations into existing and new markets, and its
ability to integrate such expansions with the Company's existing operations.
9
<PAGE> 12
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------ -----------
27.1 -- Financial Data Schedule (filed herewith).
27.2 -- Restated financial data schedule, as amended, for
fiscal year 1999 (filed herewith.)
(b) Reports on Form 8-K.
None.
10
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant, The Men's Wearhouse, Inc., has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: June 13, 2000 THE MEN'S WEARHOUSE, INC.
By /s/ DAVID H. EDWAB
------------------------------------
David H. Edwab
President
By /s/ GARY G. CKODRE
------------------------------------
Gary G. Ckodre
Vice President - Finance and
Principal Financial and
Accounting Officer
11
<PAGE> 14
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
27.1 -- Financial Data Schedule (filed herewith).
27.2 -- Restated financial data schedule, as amended, for
fiscal year 1999 (filed herewith.)
12
