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 QUARTER ENDED SEPTEMBER 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
COMMISSION FILE NUMBER 1-10235
IDEX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
630 DUNDEE ROAD, NORTHBROOK, ILLINOIS
(Address of principal executive offices)
36-3555336
(I.R.S. Employer
Identification No.)
60062
(Zip Code)
Registrant's telephone number: (847) 498-7070
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 __
Number of shares of common stock of IDEX Corporation ("IDEX" or the
"Company") outstanding as of October 29, 1999: 29,632,761.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
IDEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
(UNAUDITED)
ASSETS
Current assets
Cash and cash equivalents................................. $ 4,938 $ 2,721
Receivables -- net........................................ 107,226 86,006
Inventories............................................... 105,891 101,201
Other current assets...................................... 6,504 5,972
-------- --------
Total current assets................................. 224,559 195,900
Property, plant and equipment -- net........................ 132,558 125,422
Intangible assets -- net.................................... 392,582 360,810
Other noncurrent assets..................................... 10,078 13,679
-------- --------
Total assets...................................... $759,777 $695,811
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Trade accounts payable.................................... $ 44,428 $ 39,521
Dividends payable......................................... 4,149 4,125
Accrued expenses.......................................... 38,803 36,619
-------- --------
Total current liabilities............................ 87,380 80,265
Long-term debt.............................................. 303,538 283,410
Other noncurrent liabilities................................ 50,789 46,099
-------- --------
Total liabilities................................. 441,707 409,774
-------- --------
Shareholders' equity
Common stock, par value $.01 per share
Shares authorized: 1999 and 1998 -- 75,000,000
Shares issued and outstanding: 1999 -- 29,632,761; 1998
-- 29,466,416......................................... 296 295
Additional paid-in capital................................ 99,731 96,064
Retained earnings......................................... 223,545 195,465
Minimum pension liability adjustment...................... (1,489) (1,489)
Accumulated translation adjustment........................ (3,915) (4,298)
Treasury stock............................................ (98)
-------- --------
Total shareholders' equity........................ 318,070 286,037
-------- --------
Total liabilities and shareholders' equity........ $759,777 $695,811
======== ========
See Notes to Consolidated Financial Statements.
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IDEX CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- --------------------
1999 1998 1999 1998
---- ---- ---- ----
(UNAUDITED) (UNAUDITED)
Net sales........................................... $169,892 $159,406 $487,864 $487,951
Cost of sales....................................... 104,065 96,963 295,987 293,776
-------- -------- -------- --------
Gross profit........................................ 65,827 62,443 191,877 194,175
Selling, general and administrative expenses........ 35,401 32,240 105,400 99,868
Goodwill amortization............................... 2,921 2,686 8,339 7,955
-------- -------- -------- --------
Operating income.................................... 27,505 27,517 78,138 86,352
Other income (expense) -- net....................... 100 (12) 334 20
-------- -------- -------- --------
Income before interest expense and income taxes..... 27,605 27,505 78,472 86,372
Interest expense.................................... 4,716 5,481 13,579 17,515
-------- -------- -------- --------
Income before income taxes.......................... 22,889 22,024 64,893 68,857
Provision for income taxes.......................... 8,438 8,362 24,400 26,162
-------- -------- -------- --------
Income from continuing operations before
extraordinary item................................ 14,451 13,662 40,493 42,695
-------- -------- -------- --------
Discontinued operations:
Income from discontinued operations, net of taxes... 1,202
Gain on sale of discontinued operations, net of
taxes............................................. 594 8,980
-------- -------- -------- --------
Income from discontinued operations................. 594 10,182
-------- -------- -------- --------
Extraordinary loss from early extinguishment of
debt, net of taxes................................ (2,514)
-------- -------- -------- --------
Net income.......................................... $ 14,451 $ 14,256 $ 40,493 $ 50,363
======== ======== ======== ========
Earnings Per Common Share -- Basic:
Continuing operations............................... $ .49 $ .47 $ 1.37 $ 1.46
Discontinued operations............................. .02 .35
Extraordinary loss from early extinguishment of
debt.............................................. (.09)
-------- -------- -------- --------
Net income.......................................... $ .49 $ .49 $ 1.37 $ 1.72
======== ======== ======== ========
Earnings Per Common Share -- Diluted:
Continuing operations............................... $ .48 $ .46 $ 1.35 $ 1.42
Discontinued operations............................. .02 .33
Extraordinary loss from early extinguishment of
debt.............................................. (.08)
-------- -------- -------- --------
Net income.......................................... $ .48 $ .48 $ 1.35 $ 1.67
======== ======== ======== ========
Share Data:
Weighted average common shares outstanding.......... 29,594 29,339 29,514 29,305
Weighted average common shares outstanding
assuming full dilution............................ 30,301 29,980 30,056 30,159
======== ======== ======== ========
See Notes to Consolidated Financial Statements.
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IDEX CORPORATION AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED SHAREHOLDERS' EQUITY
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
COMMON
STOCK & MINIMUM
ADDITIONAL PENSION ACCUMULATED TOTAL
PAID-IN RETAINED LIABILITY TRANSLATION TREASURY SHAREHOLDERS'
CAPITAL EARNINGS ADJUSTMENT ADJUSTMENT STOCK EQUITY
---------- -------- ---------- ----------- -------- -------------
Balance, December 31, 1998.... $ 96,359 $195,465 $(1,489) $(4,298) $-- $286,037
-------- -------- ------- ------- ---- --------
Net income.................... 40,493 40,493
Unrealized translation
adjustment.................. 383 383
-------- ------- --------
Comprehensive income........ 40,493 383 40,876
-------- ------- --------
Issuance of 170,845 shares of
common stock from exercise
of stock options............ 3,668 3,668
Purchase of common stock...... (98) (98)
Cash dividends declared on
common stock ($.42 per
share)...................... (12,413) (12,413)
-------- -------- ------- ------- ---- --------
Balance, September 30, 1999
(unaudited)................. $100,027 $223,545 $(1,489) $(3,915) $(98) $318,070
======== ======== ======= ======= ==== ========
See Notes to Consolidated Financial Statements.
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IDEX CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
(IN THOUSANDS)
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------
1999 1998
---- ----
(UNAUDITED)
Cash flows from operating activities
Income from continuing operations........................... $ 40,493 $ 42,695
Adjustments to reconcile to net cash provided by continuing
operations:
Depreciation and amortization............................. 16,351 15,959
Amortization of intangibles............................... 9,534 9,092
Amortization of debt issuance expenses.................... 307 491
Deferred income taxes..................................... 3,052 2,302
(Increase) decrease in receivables........................ (7,197) 2,694
Decrease in inventories................................... 5,078 2,156
Decrease in trade accounts payable........................ (2,809) (5,952)
Decrease in accrued expenses.............................. (805) (8,111)
Other transactions -- net................................. (1,906) (790)
-------- ---------
Net cash provided by continuing operations.................. 62,098 60,536
Net cash provided by discontinued operations................ 4,490
-------- ---------
Net cash flows from operating activities............... 62,098 65,026
-------- ---------
Cash flows from investing activities
Additions to property, plant and equipment................ (14,812) (16,320)
Acquisition of businesses (net of cash acquired).......... (48,175) (118,088)
Proceeds from sale of businesses.......................... 39,695
-------- ---------
Net cash flows from investing activities............... (62,987) (94,713)
-------- ---------
Cash flows from financing activities
Borrowings under credit agreements for acquisitions....... 48,175 118,088
Net repayments under the credit agreements................ (28,608) (147,039)
Repayments of other long-term debt........................ (3,815) (4,832)
Proceeds from issuance of 6.875% Senior Notes............. 150,000
Repayment of 9.75% Senior Subordinated Notes.............. (75,000)
Financing payments........................................ (5,031)
Decrease in accrued interest.............................. (3,029) (615)
Dividends paid............................................ (12,390) (11,865)
Proceeds from stock option exercises...................... 2,871 1,217
Purchase of common stock.................................. (98)
-------- ---------
Net cash flows from financing activities............... 3,106 24,923
-------- ---------
Net increase (decrease) in cash............................. 2,217 (4,764)
Cash and cash equivalents at beginning of year.............. 2,721 11,771
-------- ---------
Cash and cash equivalents at end of period.................. $ 4,938 $ 7,007
======== =========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:
Interest.................................................. $ 16,301 $ 17,911
Income taxes.............................................. 18,790 24,690
SIGNIFICANT NON-CASH ACTIVITIES
Debt acquired with acquisition of business.................. $ 13,065
See Notes to Consolidated Financial Statements.
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IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS
IDEX Corporation ("IDEX" or the "Company") is a manufacturer of a broad
range of proprietary pump products, dispensing equipment and other engineered
products sold to a diverse customer base in a variety of industries in the U.S.
and internationally. The Company believes that each of its principal business
units holds the number-one or number-two market share position in that unit's
niche market. IDEX believes that its consistent financial performance has been
attributable to the manufacture of quality proprietary products designed and
engineered by the Company and sold to a wide range of customers, coupled with
its ability to identify and successfully integrate strategic acquisitions. IDEX
consists of three reportable business segments: Pump Products, Dispensing
Equipment and Other Engineered Products.
The Pump Products Group manufactures engineered industrial pumps and
related controls. The Group's complementary lines of specialized positive
displacement pumps and related products include rotary gear, vane and lobe
pumps, vacuum pumps, air-operated diaphragm pumps, miniature magnetically and
electromagnetically driven pumps, and diaphragm and peristaltic metering pumps.
These products are used for a wide range of process applications, including
moving chemicals, paints, inks, foods, lubricants and fuels, as well as in
medical applications, water treatment and industrial production operations.
The Dispensing Equipment Group manufactures highly engineered equipment for
dispensing, metering and mixing tints, colorants, paints, inks and dyes,
refinishing equipment and centralized lubrication systems. This equipment is
used in a wide array of industries around the world, such as paints and
coatings, machinery and transportation equipment, and industrial and automotive
refinishing applications.
The Other Engineered Products Group manufactures proprietary equipment,
including engineered banding and clamping devices, fire fighting pumps and
rescue tools. These products are used in a broad range of industrial and
commercial markets, including fire and rescue, transportation equipment, oil and
gas, electronics, communications, traffic and commercial signs.
Information about the operations of IDEX in different business segments
follows based on the nature of products and services offered. The Company's
basis of segmentation and basis of segment profit measurement for the quarter
and nine months ended September 30, 1999, are the same as those set forth under
"Business Segments and Geographic Information" on pages 30 and 31 of the 1998
Annual Report to shareholders. Intersegment sales are accounted for at fair
value as if the sales were to third parties. Amounts are in thousands.
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IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- --------------------
1999 1998 1999 1998
---- ---- ---- ----
(UNAUDITED) (UNAUDITED)
Net sales
Pump Products
From external customers........................ $ 92,880 $ 92,536 $280,678 $285,066
Intersegment sales............................. 657 513 2,058 1,727
-------- -------- -------- --------
Total group sales............................ 93,537 93,049 282,736 286,793
-------- -------- -------- --------
Dispensing Equipment
From external customers........................ 41,470 30,741 100,870 94,045
Intersegment sales............................. 3 18 5 43
-------- -------- -------- --------
Total group sales............................ 41,473 30,759 100,875 94,088
-------- -------- -------- --------
Other Engineered Products
From external customers........................ 35,542 36,129 106,316 108,840
Intersegment sales............................. 2 1
-------- -------- -------- --------
Total group sales............................ 35,542 36,129 106,318 108,841
-------- -------- -------- --------
Intersegment elimination.......................... (660) (531) (2,065) (1,771)
-------- -------- -------- --------
Total net sales.............................. $169,892 $159,406 $487,864 $487,951
======== ======== ======== ========
Operating income
Pump Products..................................... $ 15,486 $ 17,962 $ 50,169 $ 58,210
Dispensing Equipment.............................. 8,414 6,009 19,552 18,759
Other Engineered Products......................... 6,591 6,839 18,672 18,831
Corporate Office and Other........................ (2,986) (3,293) (10,255) (9,448)
-------- -------- -------- --------
Total operating income....................... $ 27,505 $ 27,517 $ 78,138 $ 86,352
======== ======== ======== ========
2. ACQUISITIONS
On June 4, 1999, IDEX acquired FAST S.p.A. (FAST) at a cost of
approximately $61 million, with financing provided by borrowings under the
Company's U.S. bank credit facilities and debt acquired from FAST. FAST, with
headquarters near Milan, Italy, is a leading European manufacturer of
refinishing and color-formulation equipment for a number of applications,
including paints, coatings, inks, colorants and dyes. FAST is being operated as
part of IDEX's Dispensing Equipment Group.
On January 21, 1998, the Company completed the acquisition of Gast
Manufacturing Corporation (Gast) for a cash purchase price of $118 million, with
financing provided by borrowings under the Company's U.S. bank credit
facilities. Gast, headquartered in Benton Harbor, Michigan, is one of the
world's leading manufacturers of its type of air-moving equipment. Gast is being
operated as part of IDEX's Pump Products Group.
Both of these acquisitions were accounted for as a purchase, and operating
results include the acquisitions from the dates of purchase. Cost in excess of
net assets acquired is amortized on a straight-line basis over a period not
exceeding 40 years. The unaudited pro forma consolidated results of operations
for the nine months ended September 30, 1999 and 1998, reflecting the allocation
of the purchase price and the related financing of the transactions are as
follows, assuming that these acquisitions had occurred at the beginning of each
of the respective periods (in thousands except per share amounts):
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IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------
1999 1998
---- ----
(UNAUDITED)
Net sales................................................... $507,673 $522,379
Income from continuing operations before extraordinary
item...................................................... 42,063 43,934
Net income.................................................. 42,063 51,602
Basic EPS
Continuing operations..................................... 1.43 1.50
Net income................................................ 1.43 1.76
Diluted EPS
Continuing operations..................................... 1.40 1.46
Net income................................................ 1.40 1.71
3. DISCONTINUED OPERATIONS
In December 1997, IDEX announced its intention to divest its Strippit and
Vibratech businesses. The Company completed the sale of Vibratech on June 9,
1998, for $23.0 million in cash, and the sale of Strippit on August 25, 1998,
for $19.5 million in cash and notes. Revenues from discontinued operations
amounted to $5.7 million and $42.1 million in the third quarter and for the nine
months ended September 30, 1998, respectively. Interest income of $0.1 million
and interest expense of $0.1 million for the third quarter and for the nine
months ended September 30, 1998, respectively, were allocated to these
operations based on their acquisition debt, less repayments generated from
operating cash flows that could be specifically attributed to these operations.
4. EXTRAORDINARY ITEM
During the first quarter of 1998, the Company retired, at a premium, its
9 3/4% $75 million Senior Subordinated Notes due in 2002. The transaction
resulted in an extraordinary loss of $2.5 million, net of an income tax benefit
of $1.5 million.
5. EARNINGS PER COMMON SHARE
Earnings per common share (EPS) are computed by dividing net income by the
weighted average number of shares of common stock (basic) plus common stock
equivalents outstanding (diluted) during the year. Common stock equivalents
consist of stock options and have been included in the calculation of weighted
average shares outstanding using the treasury stock method. Basic weighted
average shares reconciles to fully diluted weighted average shares as follows
(in thousands):
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
1999 1998 1999 1998
---- ---- ---- ----
(UNAUDITED) (UNAUDITED)
Basic weighted average common shares
outstanding....................................... 29,594 29,339 29,514 29,305
Dilutive effect of stock options.................. 707 641 542 854
------ ------ ------ ------
Weighted average common shares outstanding
assuming full dilution.......................... 30,301 29,980 30,056 30,159
====== ====== ====== ======
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IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
6. INVENTORIES
The components of inventories as of September 30, 1999, and December 31,
1998, were (in thousands):
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
(UNAUDITED)
Raw materials and supplies.......................... $ 29,974 $ 27,361
Work in process..................................... 11,417 13,904
Finished goods...................................... 64,500 59,936
-------- --------
Total........................................ $105,891 $101,201
======== ========
Those inventories which were carried on a LIFO basis amounted to $86,514
and $81,317 at September 30, 1999, and December 31, 1998, respectively. The
excess of current cost over LIFO inventory value and the impact of using the
LIFO method on earnings are not material.
7. COMMON AND PREFERRED STOCK
The Company had five million shares of preferred stock authorized but
unissued at September 30, 1999, and December 31, 1998.
8. RECLASSIFICATIONS
Certain 1998 amounts have been reclassified to conform with the 1999
presentation.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
HISTORICAL OVERVIEW AND OUTLOOK
IDEX sells a broad range of proprietary pump products, dispensing equipment
and other engineered products to a diverse customer base in the United States
and internationally. Accordingly, IDEX's businesses are affected by levels of
industrial activity and economic conditions in the U.S. and in other countries
where its products are sold and by the relationship of the U.S. dollar to other
currencies. Among the factors that influence the demand for IDEX's products are
interest rates, levels of capacity utilization and capital spending in certain
industries, and overall industrial activity.
IDEX has a history of above-average operating margins. The Company's
operating margins are affected by, among other things, utilization of facilities
as sales volumes change, and inclusion of newly acquired businesses, which may
have lower margins and whose margins are normally further reduced by purchase
accounting adjustments.
New orders totaled $164.3 million in the third quarter of 1999, exceeding
last year's third quarter by 8% and sales of $169.9 million were 7% above the
same period of last year. Income from continuing operations and earnings per
diluted share from continuing operations were above last year's third quarter by
6% and 4%, respectively.
In the first nine months of 1999, new orders exceeded last year by 2% and
sales of $487.9 million were virtually the same as the first three quarters of
1998. Income from continuing operations and earnings per share from continuing
operations were below last year's levels by 5%. Since the beginning of the year,
IDEX order backlog has increased by more than $3 million and IDEX ended the
third quarter with a typical unfilled backlog of about 1 1/4 months' sales. This
customarily low level of backlog allows the Company to provide excellent
customer service, but also means that changes in orders are felt quickly in
operating results.
The following forward-looking statements are qualified by the cautionary
statement under the Private Securities Litigation Reform Act set forth below.
The slow rate of growth in 1998 in the United States economy and many other
economies in which IDEX sells its products continued into 1999. While the
Company has strong market positions, and emphasizes new product development and
sales opportunities worldwide, it is not able to escape the soft economic
conditions that affect most manufacturing companies. However, the Company does
not sell the more cyclical, higher-ticket capital goods, has high margins and
strong cash flow, and thus should not face severe financial pressure in an
economic downturn. IDEX anticipated a slow start to 1999 because of
uncertainties in world economies and in some of its end markets. As expected,
economic conditions have continued to improve, but at a pace slower than
anticipated, particularly for the process industries served by our pump
businesses. This gradual strengthening of the economy is evident in the
Company's improvement in third quarter orders, sales and earnings in 1999
compared with the prior year. During the first half of the year, the order
backlog had increased by $9 million, which was reduced by almost $6 million
during the third quarter. Backlogs at September 30, 1999, decreased from
December 31, 1998, in the Pump Products Group but increased in both the
Dispensing Equipment and Other Engineered Products Groups. IDEX expects to
enhance shipments with further backlog reductions in the fourth quarter. IDEX
operates with a very small backlog and must rely on incoming orders to meet
sales and profit targets. Given this situation, and with the current pace of
incoming orders, IDEX expects earnings per share from continuing operations will
be nicely above last year's fourth quarter and at or above this year's third
quarter level. The Company remains very optimistic about its long-range
prospects as it actively pursues profitable top-line growth initiatives, market
share expansion, margin improvement, and its acquisition program.
CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
The preceding paragraph, the "Liquidity and Capital Resources" and "Year
2000" sections of this management's discussion and analysis of IDEX's operations
contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Exchange Act of 1934. Such
statements relate to, among other things, capital expenditures, cost reduction,
cash flow and operating
9
11
improvements, and are indicated by words such as "anticipate," "estimate,"
"expects," "plans," "projects," "should," "will," "management believes," "the
Company intends" and similar words or phrases. Such statements are subject to
inherent uncertainties and risks that could cause actual results to vary
materially from suggested results, including but not limited to the following:
levels of industrial activity and economic conditions in the U.S. and other
countries around the world; pricing pressures and other competitive factors, and
levels of capital spending in certain industries, all of which could have a
material impact on order rates and the Company's results, particularly in light
of the low levels of order backlogs IDEX typically maintains; IDEX's ability to
integrate and operate acquired businesses, including FAST, on a profitable
basis; the relationship of the U.S. dollar to other currencies and its impact on
pricing and cost competitiveness; interest rates; utilization of IDEX's capacity
and the effect of capacity utilization on costs; labor market conditions and raw
material costs; developments with respect to contingencies, such as
environmental matters and litigation; and other risks detailed from time to time
in the Company's filings with the Securities and Exchange Commission.
RESULTS OF OPERATIONS
For purposes of this discussion and analysis section, reference is made to
the table on page 11 and the Company's Statements of Consolidated Operations
included in the Financial Statements section. IDEX consists of three reportable
business segments: Pump Products, Dispensing Equipment and Other Engineered
Products.
PERFORMANCE IN THE THIRD QUARTER ENDED SEPTEMBER 30, 1999 COMPARED TO THE SAME
PERIOD OF 1998
Net sales for the three months ended September 30, 1999, were $169.9
million, an increase of 7% from the sales of $159.4 million for the third
quarter of 1998. An increase in base business sales of 3% and a 5% contribution
from newly acquired FAST were partially offset by a 1% decline related to
foreign currency translation. Net income from continuing operations for the
quarter amounted to $14.5 million, 6% higher than the $13.7 million earned in
last year's third quarter. Diluted earnings per share from continuing operations
were 48 cents versus 46 cents in the same quarter last year, and were the second
highest for any quarter in the Company's history.
New orders from continuing operations totaled $164.3 million exceeding last
year's third quarter by 8%. The Company ended the third quarter with a typical
unfilled orders backlog of about 1 1/4 months' sales.
In the third quarter of 1999, the Pump Products Group contributed 55% of
sales and 51% of operating income, the Dispensing Equipment Group accounted for
24% of sales and 27% of operating income, and the Other Engineered Products
Group represented 21% of sales and 22% of operating income. International sales
were 40% of total sales in the third quarter of 1999, up from 39% in last year's
third quarter.
Compared to the third quarter of last year, total domestic sales increased
5%, while international sales increased 9%. The increase in international sales
principally reflected the sales contribution from the newly acquired FAST
business. Excluding FAST, international sales decreased 2% principally
reflecting foreign currency translation and lower sales volume. Weaker sales in
Europe were only partially offset by slightly improved shipments to the Asia
Pacific region.
Pump Products Group sales of $93.5 million increased by $0.5 million, or
1%, in the third quarter of 1999 compared with last year's third quarter. Sales
to customers outside the U.S. declined to 30% of total sales in the third
quarter of 1999 from 31% in 1998.
Dispensing Equipment Group sales of $41.5 million for the three months
ended September 30, 1999, increased $10.7 million, or 35%, principally resulting
from the recently acquired FAST business. Base business sales volume in the
third quarter increased 11% due to higher sales in the paint dispensing markets.
Compared to the third quarter of last year, international sales increased 47%
reflecting the recent FAST acquisition and domestic sales increased 24%
resulting from higher base sales volume in the paint dispensing markets. As a
result of the higher rate of international sales improvement, sales to customers
outside the U.S. increased to 52% of total Dispensing Equipment Group sales in
the third quarter of 1999, up from 48% in the third quarter of 1998.
10
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IDEX CORPORATION AND SUBSIDIARIES
COMPANY AND BUSINESS GROUP FINANCIAL INFORMATION
(IN THOUSANDS)
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- --------------------
1999 1998 1999(1) 1998(2)
---- ---- ------- -------
(UNAUDITED) (UNAUDITED)
Pump Products Group
Net sales(3)...................................... $ 93,537 $ 93,049 $282,736 $286,793
Operating income(4)............................... 15,486 17,962 50,169 58,210
Operating margin.................................. 16.6% 19.3% 17.7% 20.3%
Depreciation and amortization..................... $ 4,846 $ 5,145 $ 14,656 $ 14,837
Capital expenditures.............................. 2,767 1,344 6,966 6,500
Dispensing Equipment Group
Net sales(3)...................................... $ 41,473 $ 30,759 $100,875 $ 94,088
Operating income(4)............................... 8,414 6,009 19,552 18,759
Operating margin.................................. 20.3% 19.5% 19.4% 19.9%
Depreciation and amortization..................... $ 2,453 $ 1,796 $ 5,875 $ 5,298
Capital expenditures.............................. 2,258 1,030 4,765 2,778
Other Engineered Products Group
Net sales(3)...................................... $ 35,542 $ 36,129 $106,318 $108,841
Operating income(4)............................... 6,591 6,839 18,672 18,831
Operating margin.................................. 18.5% 18.9% 17.6% 17.3%
Depreciation and amortization..................... $ 1,671 $ 1,589 $ 5,120 $ 4,736
Capital expenditures.............................. 902 1,404 3,027 4,264
Company
Net sales......................................... $169,892 $159,406 $487,864 $487,951
Operating income.................................. 27,505 27,517 78,138 86,352
Operating margin.................................. 16.2% 17.3% 16.0% 17.7%
Depreciation and amortization(5).................. $ 9,048 $ 8,588 $ 25,885 $ 25,051
Capital expenditures.............................. 5,931 3,778 14,812 16,320
- -------------------------
(1) Includes acquisition of FAST (June 4, 1999) from date of purchase.
(2) Includes acquisition of Gast (January 21, 1998) from date of purchase.
(3) Group net sales include intersegment sales.
(4) Group operating income excludes net unallocated corporate operating
expenses.
(5) Excludes amortization of debt issuance expenses.
11
13
Other Engineered Products Group sales of $35.5 million decreased by $0.6
million, or 2%, in the third quarter of 1999 compared with 1998. The decrease
was caused mainly by lower international sales in the fire and rescue markets
and unfavorable foreign currency translation. Sales to customers outside the
U.S. were 50% of total group sales in the third quarter of 1999, down from 51%
in same quarter of 1998.
Gross profit of $65.8 million in the third quarter of 1999 increased by
$3.4 million, or 5%, from 1998 and primarily reflected the higher sales volume.
Gross profit as a percent of sales was 38.7% in 1999, down from 39.2% in 1998.
The decrease in year-to-year gross profit margins was principally caused by
sales mix.
Selling, general and administrative expenses increased to $35.4 million in
1999 from $32.2 million in 1998, and as a percent of sales, increased to 20.8%
from 20.2% in 1998. Goodwill amortization expense increased $0.2 million to $2.9
million as a result of the FAST acquisition.
Operating income totaled $27.5 million in 1999 and was essentially
unchanged from 1998. Operating income as a percent of sales decreased to 16.2%
in 1999 from 17.3% in 1998. In the Pump Products Group, operating income of
$15.5 million and operating margin of 16.6 % in 1999 compared to the $18.0
million and 19.3% achieved in 1998. The declines in operating income and margins
for the Company and the Pump Products Group were chiefly caused by sales mix.
The unfavorable sales mix was caused by lower sales from certain business units
in the Pump Products Group which have higher operating margins and serve the
chemical processing, oil and gas, and pulp and paper markets. The Dispensing
Equipment Group operating income of $8.4 million increased from the $6.0 million
achieved in 1998 resulting from the inclusion of the recently acquired FAST
business and the increase in base sales volume. Operating margins in the
Dispensing Equipment Group were 20.3% in the third quarter of this year and
compared favorably to the 19.5% operating margins of the comparable 1998
quarter. The Other Engineered Products Group operating income of $6.6 million
and operating margin of 18.5% were down slightly from $6.8 million and 18.9%
achieved in 1998.
Interest expense decreased to $4.7 million in the third quarter of 1999
from $5.5 million in 1998. The decrease in interest was due to lower interest
rates, debt reductions from operating cash flow and the proceeds from the sale
of discontinued businesses during 1998, partially offset by additional debt
required for the FAST acquisition.
The provision for income taxes totaled $8.4 million in 1999 and was
unchanged from 1998. The effective tax rate was 36.9% in the third quarter of
1999, down from the 38.0% in 1998.
Income from continuing operations of $14.5 million in the third quarter of
1999 was 6% higher than income of $13.7 million in 1998. Diluted earnings per
share from continuing operations amounted to 48 cents per share in 1999, an
increase of 2 cents per share, or 4%, from the 46 cents achieved in 1998.
During the third quarter of 1998, the Company recorded income of $0.6
million, or 2 cents per share, from discontinued operations related to the sale
of discontinued business units. The Company completed the sale of Vibratech on
June 9, 1998, and the sale of Strippit on August 25, 1998.
Total net income of $14.5 million in the third quarter of 1999 was 1%
higher than net income of $14.3 million in 1998. Diluted earnings per share on a
net income basis were 48 cents per share in the third quarter of 1999 and were
unchanged from 1998.
PERFORMANCE IN THE NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE SAME
PERIOD OF 1998
In the first nine months of 1999, net sales of $487.9 million were
virtually the same as the first three quarters of 1998. A 2% decline in base
business volume and an unfavorable 1% foreign currency translation were offset
by a 3% increase from recent acquisitions. Net income from continuing operations
of $40.5 million was 5% below the $42.7 million of 1998's first nine months, and
diluted earnings per share from continuing operations of $1.35 compared to $1.42
last year.
In the first nine months of 1999, the Pump Products Group represented 58%
of sales and 57% of operating income, the Dispensing Equipment Group accounted
for 20% of sales and 22% of operating income, and the Other Engineered Products
Group contributed 22% of sales and 21% of operating income.
12
14
International sales were 38% of total sales in this year's first three quarters,
compared with 39% in the same period last year.
In the first nine months of 1999, total domestic sales increased 2% while
international sales declined by 3%. Weaker sales in Europe and Latin America
were only partially offset by slightly improved shipments to the Asia Pacific
region.
Pump Products Group sales of $282.7 million decreased $4.1 million, or 1%,
for the nine months ended September 30, 1999, compared with 1998. The inclusion
of Gast, acquired on January 21, 1998, for a full nine months of 1999 added 4%
to the sales growth, but was offset by a 5% decline in base business activity of
the Pump Products Group. Sales to customers outside the U.S. declined to 30% of
total sales in the first nine months of 1999 from 31% in 1998 principally due to
lower sales in Europe.
Dispensing Equipment Group sales of $100.9 million increased by $6.8
million, or 7%, in the first nine months of 1999 compared with the comparable
period of last year mainly due to the inclusion of the recently acquired FAST
business in 1999. Sales to customers outside the U.S. were 47% of total
Dispensing Equipment Group sales in the first nine months of 1999, unchanged
from 1998 as the additional international sales from the acquired FAST business
were offset by lower base international sales in Europe.
Other Engineered Products Group sales of $106.3 million decreased by $2.5
million, or 2%, in the nine months ended September 30, 1999, compared with 1998.
The decrease chiefly reflects lower international sales in the fire, rescue and
banding and clamping markets. Sales to customers outside the U.S. were 50% of
total group sales in the first nine months of 1999, down from 53% in 1998.
Gross profit of $191.9 million for the first nine months of 1999 decreased
by $2.3 million, or 1%, from 1998. Gross profit as a percent of sales was 39.3%
in 1999, down from 39.8% in 1998. The decrease in year-to-year gross profit
margins was caused primarily by sales mix with lower sales from certain business
units in the Pump Products Group which have higher margins and serve the
chemical processing, oil and gas, and pulp and paper markets.
Selling, general and administrative expenses increased $5.5 million, or 6%,
to $105.4 million in 1999, and as a percent of sales, increased to 21.6% from
20.5% in 1998 principally reflecting recently acquired businesses. Goodwill
amortization expense increased by 5% to $8.3 million primarily due to inclusion
of recently acquired businesses. As a percent of sales, goodwill amortization
expense remained flat at about 2% for both years.
Operating income decreased by $8.2 million, or 10%, to $78.1 million in
1999 from $86.4 million in 1998. Operating income as a percent of sales
decreased to 16.0% in 1999 from 17.7% in 1998. In the Pump Products Group,
operating income of $50.2 million and operating margin of 17.7% in 1999 compared
to the $58.2 million and 20.3% in 1998. The declines in operating income and
margins for the Company and the Pump Products Group were primarily caused by
lower sales from certain business units in the Pump Products Group which have
higher operating margins and serve the chemical processing, oil and gas, and
pulp and paper markets. Operating income in the Dispensing Equipment Group of
$19.6 million in 1999 was $0.8 million higher than the $18.8 million achieved in
1998 principally due to the inclusion of the recent FAST acquisition in 1999.
Operating margin in the Dispensing Equipment Group of 19.4% in the third quarter
of 1999 was down slightly from last year's margin of 19.9% principally due to
inclusion of FAST in 1999 which has lower margins. Operating income in the Other
Engineered Products Group of $18.7 million was essentially equal to 1998 while
operating margin was 17.6% this year versus 17.3% in the prior year.
Interest expense decreased to $13.6 million in the first nine months of
1999 from $17.5 million in 1998. The decrease in interest was due to lower
interest rates, debt reductions from operating cash flow and the proceeds from
the sale of discontinued businesses during 1998, partially offset by additional
debt required for the acquisition of the FAST business.
The provision for income taxes decreased to $24.4 million in 1999 from
$26.2 million 1998. The effective tax rate was 37.6% for the first nine months
of 1999, down from the 38.0% in 1998.
Income from continuing operations of $40.5 million in the first nine months
of 1999 was 5% lower than income of $42.7 million in 1998. Diluted earnings per
share from continuing operations amounted to $1.35 in
13
15
the first nine months of 1999, a decrease of 7 cents per share, or 5%, from the
$1.42 achieved in the first three quarters of 1998.
During the nine months ended September 30, 1998, the Company recorded
income of $10.2 million, or 33 cents per share, from discontinued operations.
This included a net gain of $9.0 million related to the sale of discontinued
business units. The Company completed the sale of Vibratech on June 9, 1998, and
the sale of Strippit on August 25, 1998.
In the first quarter of 1998, the Company retired, at a premium, its 9 3/4%
$75 million Senior Subordinated Notes due in 2002. The transaction resulted in
an extraordinary charge of $2.5 million, net of an income tax benefit.
Total net income of $40.5 million in the first nine months of 1999 was 20%
lower than net income of $50.4 million in 1998. Diluted earnings per share on a
net income basis were $1.35 in 1999 versus $1.67 in 1998.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1999, IDEX's working capital was $137.2 million and its
current ratio was 2.6 to 1. The Company's cash flow from continuing operations
increased by $1.6 million in 1999 to $62.1 million. The improvement in cash flow
principally resulted from lower income tax payments partially offset by lower
income from continuing operations. Cash flow from discontinued operations
decreased $4.5 million as a result of selling the discontinued operations during
1998.
Cash flow provided by operations was more than adequate to fund capital
expenditures of $14.8 million and $16.3 million in 1999 and 1998, respectively.
The majority of capital expenditures were for machinery and equipment which
improved productivity, although a portion was for repair and replacement of
equipment and facilities. Management believes that IDEX has ample production
capacity in its plants to meet expected needs for future growth.
The Company acquired FAST on June 4, 1999, at a cost of approximately $61
million. The acquisition was accounted for using the purchase method and was
financed through borrowings under the Company's U.S. bank credit facilities and
debt acquired from FAST. IDEX acquired bank borrowings and notes payable of 24.3
billion lira ($13.1 million) in connection with this acquisition. Interest is
payable on the outstanding balance at rates ranging from 1.9% to 4.7%.
At September 30, 1999, the maximum amount available under the U.S. Credit
Agreement was $235 million, of which $100.4 million was borrowed, including an
82 million Netherlands guilder borrowing ($39.8 million) and a 90 billion
Italian lira borrowing ($49.7 million). The Netherlands guilder and Italian lira
borrowings provide an economic hedge against the net investment in Fluid
Management's Netherlands operation and FAST's Italian operation, respectively.
The availability under this facility declines in stages, to $210 million on July
1, 2000. Any amount outstanding at July 1, 2001, becomes due at that date.
Interest is payable quarterly on the outstanding balance at the agent bank's
reference rate or at LIBOR plus an applicable margin. At September 30, 1999, the
applicable margin was 50 basis points. The Company also pays a facility fee of
15 basis points on the total facility. The Company also has a $15 million demand
line of credit available for short-term borrowing requirements at the bank's
reference rate or at an optional rate based on the bank's cost of funds. At
September 30, 1999, the Company had $9.0 million borrowed under this short-term
line of credit at an interest rate of 5.8% per annum.
At September 30, 1999, the maximum amount available under the Company's
German credit agreement was 52.5 million marks ($28.7 million), of which 52
million marks ($28.4 million) was being used, which provides an economic hedge
against the net investment in the Company's Lukas subsidiary. The availability
under this agreement declines to 37 million marks at November 1, 2000. Any
amount outstanding at November 1, 2001, becomes due at that date. Interest is
payable quarterly on the outstanding balance at LIBOR plus an applicable margin.
At September 30, 1999, the applicable margin was 77.5 basis points.
14
16
On October 20, 1998, IDEX's Board of Directors authorized the repurchase of
up to 1.5 million shares of common stock either at market prices or on a
negotiated basis as market conditions warrant, which will be funded with
borrowings under the Company's existing lines of credit. During the first nine
months of 1999, 4,500 shares had been repurchased under the program at a cost of
approximately $98,000.
IDEX believes it will generate sufficient cash flow from operations in 1999
to meet its operating requirements, interest and scheduled amortization payments
under the U.S. Credit Agreement, the demand line of credit and the German credit
agreement, interest and principal payments on the Senior Notes, any share
repurchases, approximately $22 million of planned capital expenditures, and
approximately $17 million of annual dividend payments to holders of common
stock. From commencement of operations in January 1988 until September 30, 1999,
IDEX has borrowed $639 million under its various credit agreements to complete
14 acquisitions. During this same period IDEX generated, principally from
operations, cash flow of $504 million to reduce its indebtedness. In the event
that suitable businesses are available for acquisition by IDEX upon terms
acceptable to the Board of Directors, IDEX may obtain all or a portion of the
financing for the acquisitions through the incurrence of additional long-term
indebtedness.
YEAR 2000
IDEX initiated a Year 2000 compliance program in late 1996 to ensure that
its information systems and other date-sensitive equipment continue an
uninterrupted transition into the Year 2000. The Company is currently in the
final phases of correcting systems with identified deficiencies and is
performing the final validation testing of its Year 2000 compliance program.
IDEX currently believes all essential processes, systems and business functions
will comply with the Year 2000 requirements by the end of 1999. While IDEX does
not expect that the consequences of any unsuccessful modifications would
significantly affect the financial position, liquidity or results of operations,
there can be no assurance that failure to be fully compliant by 2000 would not
have an impact on the Company.
The Company is also surveying critical suppliers and customers to ensure
that their systems will be Year 2000 compliant. While the failure of a single
third party to timely achieve Year 2000 compliance should not have a material
adverse effect on IDEX's results of operations in a particular period, the
failure of several key third parties to achieve such compliance could have such
an effect. IDEX will adopt contingency plans to alter business relationships in
the event certain third parties fail to become Year 2000 compliant.
The cost of IDEX's Year 2000 transition program is being funded with cash
flows from operations. Some of the cost relates solely to the modification of
existing systems, while some is for new systems that will improve business
functionality. In total, the cost is not expected to be substantially different
from the normal recurring cost incurred for system development and
implementation, in part due to the reallocation of internal resources to
implement the new business systems. Expenditures related to this program are
projected to total $6 million.
15
17
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is subject to market risk associated with changes in interest
rates and foreign currency exchange rates. Interest rate exposure is limited to
the $303.5 million of long-term debt of the Company outstanding at September 30,
1999. Approximately 20% of the debt is priced at interest rates that float with
the market. A 50 basis point movement in the interest rate on the floating rate
debt would result in an approximate $305,000 annualized increase or decrease in
interest expense and cash flows. The remaining debt is either fixed rate debt or
debt that has been essentially fixed through the use of interest rate swaps. The
Company will from time to time enter into interest rate swaps on its debt when
it believes there is a clear financial advantage for doing so. A formalized
treasury risk management policy adopted by the Board of Directors exists that
describes the procedures and controls over derivative financial and commodity
instruments, including interest rate swaps. Under the policy, the Company does
not use derivative financial or commodity instruments for trading purposes, and
the use of such instruments is subject to strict approval levels by senior
officers. Typically, the use of such derivative instruments is limited to
interest rate swaps on the Company's outstanding long-term debt. The Company's
exposure related to such derivative instruments is, in the aggregate, not
material to the Company's financial position, results of operations and cash
flows.
The Company's foreign currency exchange rate risk is limited principally to
the German mark, Dutch guilder, Italian lira, British pound, euro and other
Western European currencies. The Company manages its foreign exchange risk
principally through the invoicing of its customers in the same currency as the
source of the products.
16
18
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. None.
ITEM 2. CHANGES IN SECURITIES. Not Applicable.
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:
The exhibits listed in the accompanying "Exhibit Index" are filed as
part of this report.
(b) Reports on Form 8-K:
There have been no reports on Form 8-K filed during the quarter for
which this report is filed.
17
19
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 in the capacity and on the date
indicated.
IDEX CORPORATION
/s/ WAYNE P. SAYATOVIC
--------------------------------------
WAYNE P. SAYATOVIC
Senior Vice President -- Finance
and Chief Financial Officer
(Duly Authorized and Principal
Financial Officer)
November 4, 1999
18
20
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.1 Restated Certificate of Incorporation of IDEX (formerly HI,
Inc.) (incorporated by reference to Exhibit No. 3.1 to the
Registration Statement on Form S-1 of IDEX, et al.,
Registration No. 33-21205, as filed on April 21, 1988)
3.1(a) Amendment to Restated Certificate of Incorporation of IDEX
(formerly HI, Inc.), as amended (incorporated by reference
to Exhibit No. 3.1(a) to the Quarterly Report of IDEX on
Form 10-Q for the quarter ended March 31, 1996, commission
File No. 1-10235)
3.2 Amended and Restated By-Laws of IDEX (incorporated by
reference to Exhibit No. 3.2 to Post-Effective Amendment No.
2 to the Registration Statement on Form S-1 of IDEX, et al.,
Registration No. 33-21205, as filed on July 17, 1989)
3.2(a) Amended and Restated Article III, Section 13 of the Amended
and Restated By-Laws of IDEX (incorporated by reference to
Exhibit No. 3.2(a) to Post-Effective Amendment No. 3 to the
Registration Statement on Form S-1 of IDEX, et al.,
Registration No. 33-21205, as filed on February 12, 1990)
4.1 Restated Certificate of Incorporation and By-Laws of IDEX
(filed as Exhibits No. 3.1 through 3.2 (a))
4.2 Indenture, dated as of February 23, 1998, between IDEX, and
Norwest Bank Minnesota, National Association, as Trustee,
relating to the 6 7/8% of Senior Notes of IDEX due February
15, 2008 (incorporated by reference to Exhibit No. 4.1 to
the Current Report of IDEX on Form 8-K dated February 23,
1998, Commission File No. 1-10235)
4.3 Specimen Senior Note of IDEX (incorporated by reference to
Exhibit No. 4.1 to the Current Report of IDEX on Form 8-K
dated February 23, 1998, Commission File No. 1-10235)
4.4 Specimen Certificate of Common Stock (incorporated by
reference to Exhibit No. 4.3 to the Registration Statement
on Form S-2 of IDEX, et al., Registration No. 33-42208, as
filed on September 16, 1991)
4.5 Third Amended and Restated Credit Agreement dated as of July
17, 1996, among IDEX, Bank of America NT&SA, as Agent, and
other financial institutions named therein (the "Banks")
(incorporated by reference to Exhibit No. 4.5 to the
Quarterly Report of IDEX on Form 10-Q for the quarter ended
June 30, 1996, Commission File No. 1-10235)
4.5(a) First Amendment to the Third Amended and Restated Credit
Agreement dated as of April 11, 1997 (incorporated by
reference to Exhibit No. 4.5(a) to the Quarterly Report of
IDEX on Form 10-Q for the quarter ended June 30, 1998,
Commission File No. 1-10235)
4.5(b) Second Amendment to the Third Amended and Restated Credit
Agreement dated as of January 20, 1998 (incorporated by
reference to Exhibit No. 4.5(b) to the Quarterly Report of
IDEX on Form 10-Q for the quarter ended June 30, 1998,
Commission File No. 1-10235)
4.5(c) Third Amendment to the Third Amended and Restated Credit
Agreement dated as of February 9, 1998 (incorporated by
reference to Exhibit No. 4.5(c) to the Quarterly Report of
IDEX on Form 10-Q for the quarter ended June 30, 1998,
Commission File No. 1-10235)
4.5(d) Fourth Amendment to the Third Amended and Restated Credit
Agreement dated as of April 3, 1998 (incorporated by
reference to Exhibit No. 4.5(d) to the Quarterly Report of
IDEX on Form 10-Q for the quarter ended June 30, 1998,
Commission File No. 1-10235)
4.5(e) Fifth Amendment to the Third Amended and Restated Credit
Agreement dated as of June 8, 1999 (incorporated by
reference to Exhibit No. 4.5(e) to the Quarterly Report of
IDEX on Form 10-Q for the quarter ended June 30, 1999,
Commission File No. 1-10235)
27* Financial Data Schedule
- -------------------------
* Filed herewith
19
5
9-MOS
DEC-31-1999
JAN-01-1999
SEP-30-1999
4,938
0
110,388
3,160
105,891
224,559
273,785
141,227
759,777
87,380
303,538
0
0
290
317,774
759,777
487,864
487,864
295,987
409,726
(334)
444
13,579
64,893
24,400
40,493
0
0
0
40,493
1.37
1.35
