UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 October 3, 1998 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 0-2648 HON INDUSTRIES Inc. (Exact name of Registrant as specified in its charter) Iowa 42-0617510 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) P.O. Box 1109, 414 East Third Street, Muscatine, Iowa 52761-7109 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 319/264-7400 Indicate by check mark whether the registrant (1) has filed all required reports 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 Indicate the number of share outstanding of each of the issuer's classes of commons tock, as of the latest practical date. Class Outstanding at October 3, 1998 Common Shares, $1 Par Value 61,739,052 shares Exhibit Index is on page 19.
HON INDUSTRIES Inc. and SUBSIDIARIES INDEX PART I. FINANCIAL INFORMATION Page Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets - October 3, 1998, and January 3, 1998 3-4 Condensed Consolidated Statements of Income - Three Months Ended October 3, 1998, and October 4, 1997 5 Condensed Consolidated Statements of Income - Nine Months Ended October 3, 1998, and October 4, 1997 6 Condensed Consolidated Statements of Cash Flows - Nine Months Ended October 3, 1998, and October 4, 1997 7 Notes to Condensed Consolidated Financial Statements 8-11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12-16 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 17 SIGNATURES 18 EXHIBIT INDEX 19 (3i) Articles of Incorporation of the Registrant, as amended and restated, on August 10, 1998 (3ii) By-Laws of the Registrant, as amended and restated, on July 29, 1998 (27) Financial Data Schedule
PART I. FINANCIAL INFORMATION Item 1. Financial Statements HON INDUSTRIES Inc. and SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS October 3, 1998 January 3, (Unaudited) 1998 ASSETS (In thousands) CURRENT ASSETS Cash and cash equivalents $ 31,410 $ 46,080 Short-term investments 167 260 Receivables 197,024 158,408 Inventories (Note B) 69,359 60,182 Deferred income taxes 15,055 14,391 Prepaid expenses and other current assets 8,720 15,829 Total Current Assets 321,735 295,150 PROPERTY, PLANT, AND EQUIPMENT, at cost Land and land improvements 11,569 10,059 Buildings 134,713 111,387 Machinery and equipment 384,628 333,216 Construction in progress 99,260 60,832 630,170 515,494 Less accumulated depreciation 198,665 174,464 Net Property, Plant, and Equipment 431,505 341,030 GOODWILL 109,327 98,720 OTHER ASSETS 21,948 19,773 Total Assets $884,515 $754,673 See accompanying notes to condensed consolidated financial statements.
HON INDUSTRIES Inc. and SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS October 3, 1998 January 3, (Unaudited) 1998 LIABILITIES AND SHAREHOLDERS' EQUITY (In thousands) CURRENT LIABILITIES Accounts payable and accrued expenses $200,237 $183,738 Income taxes 10,855 8,133 Note payable and current maturities of long-term debt 14,496 2,545 Current maturities of other long-term obligations 5,579 6,343 Total Current Liabilities 231,167 200,759 LONG-TERM DEBT 153,173 123,487 CAPITAL LEASE OBLIGATIONS 9,102 11,024 OTHER LONG-TERM LIABILITIES 19,391 18,601 DEFERRED INCOME TAXES 24,797 19,140 SHAREHOLDERS' EQUITY (Note C) Capital Stock: Preferred, $1 par value; authorized 1,000,000 shares; no shares outstanding - - Common, $1 par value; authorized 100,000,000 shares; outstanding - 61,739 61,659 1998 - 61,739,052 shares; 1997 - 61,659,316 shares Paid-in capital 57,928 55,906 Retained earnings 327,136 265,203 Accumulated other comprehensive income (Note F) 1,181 (7) Receivable from HON Member Company Ownership Plan (1,099) (1,099) Total Shareholders' Equity $446,885 381,662 Total Liabilities and Shareholders' Equity $884,515 $754,673 See accompanying notes to condensed consolidated financial statements.
HON INDUSTRIES Inc. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended October 3, October 4, 1998 1997 (In thousands, except per share data) Net sales $448,679 $391,348 Cost of products sold 309,080 268,147 Gross Profit 139,599 123,201 Selling and administrative expenses 88,162 80,641 Operating Income 51,437 42,560 Interest income 585 601 Interest expense 2,610 2,810 Income Before Income Taxes 49,412 40,351 Income taxes 18,530 15,132 Net Income $ 30,882 $ 25,219 Net income per common share (Note C) $ 0.50 $ 0.43 Average number of common shares outstanding 61,691,164 59,355,904 Cash dividends per common share $ 0.08 $ 0.07 See accompanying notes to condensed consolidated financial statements.
HON INDUSTRIES Inc. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Nine Months Ended October 3, October 4, 1998 1997 (In thousands, except per share data) Net sales $1,268,359 $970,774 Cost of products sold 878,758 663,310 Gross Profit 389,601 307,464 Selling and administrative expenses 259,938 205,397 Operating Income 129,663 102,067 Interest income 1,233 1,453 Interest expense 8,121 5,945 Income Before Income Taxes 122,775 97,575 Income taxes 46,041 36,591 Net Income $ 76,734 $ 60,984 Net income per common share (Note C) $ 1.24 $ 1.03 Average number of common shares outstanding 61,667,458 59,379,358 Cash dividends per common share $ 0.24 $ 0.21 See accompanying notes to condensed consolidated financial statements.
HON INDUSTRIES Inc. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended October 3, October 4, 1998 1997 (In thousands) Net Cash Flows From (To) Operating Activities: Net income $ 76,734 $ 60,984 Noncash items included in net income: Depreciation and amortization 38,039 25,334 Other postretirement and postemployment benefits 1,167 1,041 Deferred income taxes 4,993 1,851 Other - net 3 20 Net increase (decrease) in noncash operating assets and liabilities (24,610) (15,651) Increase (decrease) in other liabilities (1,549) (571) Net cash flows from operating activities 94,777 73,008 Net Cash Flows From (To) Investing Activities: Capital expenditures - net (123,324) (56,898) Acquisition spending, net of cash acquired (11,310) (67,025) Short-term investments - net 93 444 Long-term investments (35) 1,045 Other - net 132 (164) Net cash flows (to) investing activities (134,444) (122,598) Net Cash Flows From (To) Financing Activities: Purchase of HON INDUSTRIES common stock (1,573) (3,714) Proceeds from long-term debt 66,287 100,000 Payments of note and long-term debt (27,635) (48,106) Proceeds from sales of HON INDUSTRIES common stock to members and stock-based compensation 2,723 1,930 Dividends paid (14,805) (12,468) Net cash flows from (to) financing activities 24,997 37,642 Net increase (decrease) in cash and cash equivalents (14,670) (11,948) Cash and cash equivalents at beginning of period 46,080 31,196 Cash and cash equivalents at end of period $ 31,410 $ 19,248 See accompanying notes to condensed consolidated financial statements.
HON INDUSTRIES Inc. and SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) October 3, 1998 Note A. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine-month period ended October 3, 1998, are not necessarily indicative of the results that may be expected for the year ending January 2, 1999. For further information, refer to the consolidated financial statements and footnotes included in the Company's annual report on form 10-K for the year ended January 3, 1998. Note B. Inventories of the Company and its subsidiaries are summarized as follows: October 3, January 3, ($000) 1998 1998 (Unaudited) Finished products $27,308 $26,352 Materials and work in process 55,062 48,186 LIFO Allowance (13,011) (14,356) $69,359 $60,182 Note C. Shareholders' Equity The Board of Directors approved a two-for-one common stock split in the form of a 100 percent stock dividend, paid on March 27, 1998, to shareholders of record on March 6, 1998. All reported net income per share and share outstanding amounts have been adjusted to retroactively reflect the split. Note D. Business Combinations During June 1998, the Company finalized its purchase price allocation for the stock purchase of Allsteel Inc. The final purchase price and allocation for the Allsteel Inc. acquisition is shown below: (In Millions) Purchase Price $66.0 Final Allocation of Purchase Price: Working capital, other than cash 24.3 Property, plant, and equipment 38.4 Goodwill 9.9 Other liabilities 6.6 The Company acquired Aladdin Steel Products Inc. on February 20, 1998. The transaction has been accounted for under the purchase method. The cash purchase price and preliminary allocation is shown below: (In Millions) Purchase Price $10.2 Preliminary Allocation of Purchase Price: Working capital, other than cash .3 Property, plant, and equipment 1.8 Goodwill 8.1 Assuming the acquisition of Allsteel Inc., Bevis Custom Furniture Inc., Panel Concepts Inc., and Aladdin Steel Products Inc. occurred on December 29, 1996, the beginning of the Company's 1997 fiscal year, instead of June 17, 1997, November 13, 1997, December 1, 1997, and February 20, 1998, when they actually occurred, the Company's pro forma consolidated net sales for the third quarter ended October 4, 1997, would have been approximately $414.8 million instead of the reported $391.3 million. Pro forma consolidated net sales for the nine months ended October 4, 1997, would have been approximately $1,103.9 million instead of the reported $970.8 million. Pro forma consolidated net income and net income per share for the third quarter and first nine months of 1997 would not have been materially different from the reported amounts. Note E. New Accounting Standards The Company adopted Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share and SFAS No. 129, Disclosure of Information about Capital Structure, as of January 3, 1998, year-end 1997. Their adoption had no material effect on financial condition or results of operations. Note F. Comprehensive Income The Company adopted Statement of Financial Accounting standards (SFAS) No. 130, Reporting Comprehensive Income, as of January 4, 1998, the beginning of its 1998 fiscal year. For the three- and nine-month periods ended October 3, 1998, comprehensive income is approximately ($1,294,000) and $1,188,000, respectively. The Company's comprehensive income consists of an unrealized holding gain on equity securities available-for-sale under SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, and nominal foreign currency adjustments. Note G. Reclassifications Certain prior year information has been reclassified to conform to the current year presentation. Note H. Business Segment Information The Company adopted Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about Segments of an Enterprise and Related Information, effective with its 1998 fiscal year beginning January 4, 1998. This segment disclosure is essentially unchanged from the format used by the Company historically in complying with SFAS No. 14, Financial Reporting for Segments of a Business Enterprise, and No. 30, Disclosures of Information about Major Customers. That is, management views the Company as being in two business segments: office furniture and hearth products with the former being the principal business segment. The office furniture segment manufactures and markets a broad line of metal and wood commercial and home office furniture which includes file cabinets, desks, credenzas, chairs, storage cabinets, tables, bookcases, freestanding office partitions and panel systems, and other related products. The hearth products segment manufactures and markets a broad line of manufactured gas-, pellet-, and wood-burning fireplaces and stoves, fireplace inserts, and chimney systems principally for the home. For purposes of segment reporting, intercompany sales transfers between segments are not material and operating profit is income before income taxes exclusive of certain unallocated corporate expenses. These unallocated corporate expenses include the net costs of the Company's corporate operations, interest income, and interest expense. Management views interest income and expense as corporate financing costs and not as a business segment cost. In addition, management applies one effective income tax rate to its consolidated income before income taxes so income taxes are not reported or viewed internally on a segment basis. No geographic information for revenues from external customers or for long-lived assets is disclosed inasmuch as the Company's primary market and capital investments are concentrated in the United States. Reportable segment data reconciled to the consolidated financial statements for the three month and nine month period ended October 3, 1998, and October 4, 1997, is as follows: Note H. Business Segment Information Three Months Ended Nine Months Ended Oct. 3, Oct. 4, Oct. 3, Oct. 4, 1998 1997 1998 1997 (In thousands) Net Sales: Office furniture $383,409 $334,159 $1,093,738 $818,522 Hearth products 65,270 57,189 174,621 152,252 $448,679 $391,348 $1,268,359 $970,774 Operation Profit: Office furniture $ 52,844 $ 42,695 $128,802 $100,906 Hearth products 9,835 8,066 19,491 16,724 Total operating profit 62,679 50,761 148,293 117,630 Unallocated corporate expense (13,267) (10,410) (25,518) (20,055) Income before income taxes $ 49,412 $ 40,351 $122,775 $ 97,575 Identifiable Assets: Office furniture $661,760 $473,453 Hearth products 161,155 138,553 General corporate 61,600 59,798 $884,515 $671,804 Depreciation & Amortization Expense Office furniture $ 10,757 $ 8,046 $30,500 $ 19,365 Hearth products 2,296 1,859 6,556 4,938 General corporate 336 345 983 1,031 $ 13,389 $ 10,250 $38,039 $ 25,334 Capital Expenditure, Net: Office furniture $ 37,817 $ 19,076 $107,569 $ 45,742 Hearth products 4,246 3,232 13,187 10,491 General corporate 1,245 368 2,568 665 $ 43,308 $ 22,676 $123,324 $ 56,898
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations A summary of the period-to-period changes in the principal items included in the Condensed Consolidate Statements of Income is shown below: Comparison of Increases (Decreases) Three Months Nine Months Three Months Ended Ended Ended Dollars in Thousand Oct. 3, 1998 & Oct. 3, 1998 & Oct. 3, 1998 & Oct. 4, 1997 Oct. 4, 1997 Jul. 4, 1998 Net sales $57,331 14.6% $297,585 30.7% $47,262 11.8% Cost of products sold 40,933 15.3 215,448 32.5 30,973 11.1 Selling & Administrative expenses 7,521 9.3 54,541 26.6 4,949 5.9 Interest income (16) (2.7) (220) (15.1) 372 174.6 Interest expense (200) (7.1) 2,176 36.6 (294) (10.1) Income taxes 3,398 22.5 9,450 25.8 4,503 32.1 Net income 5,663 22.5 15,750 25.8 7,503 32.1 All per share information in this report reflects a two-for-one stock split in the form of a 100% stock dividend effective March 27, 1998. The Company reported all-time record quarterly sales and earnings, marking the eleventh consecutive quarter of record results. Consolidated net sales for the third quarter ended October 3, 1998, were $448.7 million, up 14.6%, compared to $391.3 million for the same quarter a year ago. For third quarter 1998, net income increased 22.5% to $30.9 million, compared to $25.2 million in 1997. Net income per share for the quarter rose to $0.50 per diluted share, an increase of 16.3% from $0.43 per diluted share earning in third quarter 1997. For the nine months ended October 3, 1998, consolidated net sales were $1.27 billion, up 30.7% from $970.8 million for the year-ago period. Net income for the nine months of 1998 was $76.7 million, or $1.24 per diluted share, an increase of 25.8%, compared to $61.0 million, or $1.03 per diluted share for the comparable period in 1997. Results of operations for both the third quarter and the nine- month period ended October 4, 1997, included one extra week of business activity compared to the same periods in 1998. This extra week occurs every five or six years as a result of the leap year effect on the Company's fiscal year calendar. Adjusting for an extra week in third quarter 1997, net sales, on a comparative basis, actually increased approximately 24% with proportionate impact on earnings.
Third quarter 1998 office furniture net sales represented 85% of total consolidated quarterly net sales and contributed 84% of consolidated operating profit before unallocated corporate expenses. Hearth product sales made up the balance of consolidated net sales and operating profit. Strong industry economics in both business segments coupled with the dedication of the Company's member-owners to provide superior customer service, rapidly introduce new innovative products, and achieve operational excellence through a Rapid Continuous Improvement Program (RCI) contributed to the Company's record sales and earnings. Consolidated gross profit margins improved from 30.7% in the first quarter of 1998 to 31.1% in the third quarter, which is consistent with the Company's goal of maintaining consolidated gross profit margins in the 31-32% range. Margins have been reduced in the short-term as acquisitions, in various stages of integration, become fully operationally integrated. Full integration is typically an eighteen- to twenty-four month process with larger acquisitions. Selling and administrative expenses for the third quarter of 1998 were 19.6% of net sales compared to 20.6% in the comparable quarter of 1997. On a nine-month basis, they were 20.5% in 1998 versus 21.2% in 1997. Management places major emphasis on controlling and reducing selling and administrative expenses as a percent of net sales. The Company's selling and administrative expenses also include freight and distribution expenses incurred to get the product to the customer. Liquidity and Capital Resources As of October 3, 1998, cash and short-term investments decreased to $31.4 million compared to a $46.1 million balance at year-end 1997. The decrease is principally due to capital expenditures. Net cash flows from operations was strong at $94.8 million for the first nine months, an improvement of 29.8% for the same period a year ago. Cash flow and working capital management are major focuses of management to ensure the Company is poised for continued future growth. Net capital expenditures for the third quarter and nine-month period in 1998 continue at an accelerated level. Net expenditures for the first nine months of 1998 were $123.3 million. These expenditures are supporting new products, construction of new facility capacity, and cost reduction initiatives through the purchase and customization of production- related machinery and equipment. These investments were funded by a combination of cash reserves, cash from operations, and a revolving credit agreement.
On February 20, 1998, the Company completed an acquisition of the assets of Aladdin Steel Products Inc. located in Colville, Washington. Aladdin is a manufacturer of wood-, pellet-, and gas- burning stoves and inserts under the Quadra-Fire brand name with annual sales of approximately $16 million. A new division, Aladdin Hearth Products, has been formed under the Hearth Technologies Inc. operating company to manufacture and market the Company's Quadra-Fire, Arrow, and Dovre brand stoves. Please refer to Note D. Business Combinations for related information. On March 27, 1998, the Company paid a two-for-one stock split, in the form of a 100% stock dividend, to shareholders of record on March 6, 1998. Shareholders received one share of common stock for each share held on the record date. Effective July 2, 1998, HON INDUSTRIES common stock began trading on the New York Stock Exchange (NYSE) under the ticker symbol HNI. The Company's common stock was previously traded on the NASDAQ National Market System under the symbol HONI. The move to the NYSE was initiated in the interest of the anticipated longer- term benefits to the Company's shareholders. Effective June 26, 1998, Harris Trust and Savings Bank, Chicago, Illinois, began serving as the Company's transfer agent and registrar of its common stock. The transfer function was previously performed by the Company. On August 14, 1998, the Company filed a Form 8-A to register its new share purchase rights plan with the U. S. Securities and Exchange Commission and subsequently amended this filing on September 14, 1998. The new plan replaced an existing rights plan that expired on August 12, 1998. Also, on August 14, 1998, the Company filed a Form 8-K Current Report to acknowledge the Board of Directors dividend declaration of one right for each share of common stock outstanding. The Board of Directors declared a regularly quarterly cash dividend of $0.08 per share on its common stock on August 10, 1998, to shareholders' of record at the close of business on August 20. It was paid on September 1, 1998, and represented the 174th consecutive quarterly dividend paid by the Company since its first shareholder dividend in 1955. For the nine months ended October 3, 1998, the Company repurchased 50,605 post-split shares of its common stock at a cost of approximately $1.6 million or an average price of $30.82 per share. As of October 3, approximately $3.1 million of the Board's current repurchase authorization remained unspent. On November 9, 1998, the Board of Directors declared another regular quarterly dividend of $0.08 per share on its common stock payable December 1, 1998, to shareholders of record at the close of business on November 19, 1998. On November 12, 1998, the Board of Directors authorized an additional $70.0 million for the HON INDUSTIRES' share repurchase program. This authorization is in addition to the approximately $3.1 million unspent of the Board's prior repurchase authorization. The new authorization supports the Company's commitment to enhance shareholder value.
Year 2000 The Company has a two-phase Y2K assessment, remediation, testing, and implementation program underway that encompasses its computer business information systems, operating equipment that uses date sensitive computer chips, and key suppliers, service providers and customers. Phase I of the program is an internally developed program which focuses principally on the Company's computer business information systems and was launched in 1997 and is expected to be completed in the first quarter of 1999. Phase II uses as a guideline a comprehensive externally licensed assessment and remediation program that is focused principally on operating equipment and third-party supplier and customer relationships. Phase II was launched in September 1998 and is targeted for completion in mid-1999. As the final step in each phase, the Company will develop contingency plans as deemed appropriate. The Company's Y2K program is directed and monitored by designated members of executive management working with a variety of technical and management personnel, and program progress is routinely reported to the Board of Directors. The costs associated with addressing the Company's Y2K issues will be expensed or capitalized in the period incurred. Remediation costs incurred to date have been immaterial and were expensed as incurred. The Company currently estimates its cost to perform and complete its Y2K assessment and remediation program to be in the range of $1 million, including some costs which, because of their nature, will be capitalized. The Company expects to have any Y2K issues resolved prior to them having an adverse impact on its operations. However, given the pervasive nature of Y2K and especially noncontrollable third-party relationship exposures, the Company cannot avoid assuming some measure of business risk. These business risks range from inconsequential errors or failures to potentially more serious risks. Management believes the primary business risks may include, but not be limited to, higher than expected remediation costs, business interruption risks, insurers may require exclusions for losses/damages attributable to Year 2000, and litigation risk.
Looking Ahead Management feels that the softening of the world economy may eventually slow the sales momentum, but feel the Company is prepared, as a low-cost, flexible manufacturer, to outperform the industries in which they compete. Management's financial goals for fiscal year 1998 continue to be to achieve double-digit growth in both sales and earnings. Except for the historical information contained herein, the matters discussed in this Form 10-Q are forward-looking statements. Such forward-looking statements involve risks and uncertainties which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements including but not limited to: competitive conditions, pricing trends in the office furniture and hearth products markets, acceptance of the Company's new product introductions, the overall growth rate of the office furniture and hearth products industries, the achievement of cost reductions and productivity in the Company's operations, the Company's ability to improve margins of acquired businesses, impact of future acquisitions, the Company's ability to identify and correct or implement contingency plans to deal with the Y2K issues, as well as the risks, uncertainties, and other factors described from time to time in the Company's SEC filings and reports.
PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. See Exhibit Index. (b) Reports on Form 8-K. On August 14, 1998, the Company filed a Form 8-K to acknowledge the Board of Directors dividend declaration of one share purchase right for each share of HON INDUSTRIES common stock outstanding.
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. Dated: November 17, 1998 HON INDUSTRIES Inc. By /s/ David C. Stuebe David C. Stuebe Vice President and Chief Financial Officer By /s/ Melvin L. McMains Melvin L. McMains Vice President and Controller
PART II. EXHIBITS EXHIBIT INDEX (3i) Articles of Incorporation of the Registrant, as amended and restated, on August 10, 1998 (3ii)By-Laws of the Registrant, as amended and restated, on July 29, 1998 (27) Financial Data Schedule