FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended August 26, 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 1-7832
PIER 1 IMPORTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-1729843
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
301 Commerce Street, Suite 600, Fort Worth, Texas 76102
(Address of principal executive offices, including zip code)
(817) 252-8000
(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 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 shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Shares outstanding as of September 28, 2000
- ----------------------------- -------------------------------------------
Common Stock, $1.00 par value 96,311,233
PART I
------
Item 1. Financial Statements.
--------------------
PIER 1 IMPORTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share amounts)
(unaudited)
Three Months Ended Six Months Ended
Aug. 26, Aug. 28, Aug. 26, Aug. 28,
2000 1999 2000 1999
-------- -------- -------- --------
Net sales $337,991 $291,787 $637,519 $552,789
Operating costs and expenses:
Cost of sales (including
buying and store occupancy) 202,375 178,575 375,257 329,494
Selling, general and
administrative expenses 96,776 83,474 186,087 162,827
Depreciation and amortization 10,478 9,856 20,850 19,133
-------- -------- -------- --------
309,629 271,905 582,194 511,454
-------- -------- -------- --------
Operating income 28,362 19,882 55,325 41,335
Non-operating (income) and expenses:
Interest and investment income (406) (703) (835) (1,026)
Interest expense 634 1,718 1,250 3,423
-------- -------- -------- --------
228 1,015 415 2,397
-------- -------- -------- --------
Income before income taxes 28,134 18,867 54,910 38,938
Provision for income taxes 10,419 6,981 20,318 14,407
-------- -------- -------- --------
Net income $ 17,715 $ 11,886 $ 34,592 $ 24,531
======== ======== ======== ========
Earnings per share:
Basic $.18 $.12 $.36 $.25
==== ==== ==== ====
Diluted $.18 $.12 $.35 $.25
==== ==== ==== ====
Average shares outstanding during
period:
Basic 96,375 96,333 96,703 96,300
====== ======= ====== =======
Diluted 97,657 104,912 98,595 105,037
====== ======= ====== =======
The accompanying notes are an integral part of these financial statements.
PIER 1 IMPORTS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands except per share amounts)
August 26, February 26,
2000 2000
---------- ------------
(unaudited)
ASSETS
Current assets:
Cash, including temporary investments of $5,437
and $39,898, respectively $ 18,547 $ 50,376
Beneficial interest in securitized receivables 65,386 53,820
Other accounts receivable, net 6,564 5,637
Inventories 310,919 268,906
Prepaid expenses and other current assets 38,354 36,541
-------- --------
Total current assets 439,770 415,280
Properties, net 208,444 213,032
Other assets 38,232 42,398
-------- --------
$686,446 $670,710
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable and current portion of long-term
debt $ - $ 39,179
Accounts payable and accrued liabilities 141,517 136,787
-------- --------
Total current liabilities 141,517 175,966
Long-term debt 32,500 25,000
Other non-current liabilities 29,856 29,081
Shareholders' equity:
Common stock, $1.00 par, 500,000,000 shares
authorized, 100,779,000 issued 100,779 100,779
Paid-in capital 140,487 155,711
Retained earnings 292,407 264,678
Cumulative other comprehensive income (2,217) (1,536)
Less - 4,535,000 and 6,949,000 common shares in
treasury, at cost, respectively (48,701) (78,668)
Less - unearned compensation (182) (301)
-------- --------
482,573 440,663
-------- --------
$686,446 $670,710
======== ========
The accompanying notes are an integral part of these financial statements.
PIER 1 IMPORTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six Months Ended
August 26, August 28,
2000 1999
---------- ----------
Cash flow from operating activities:
Net income $34,592 $24,531
Adjustments to reconcile to net cash provided by
operating activities:
Depreciation and amortization 20,850 19,133
Deferred taxes and other 5,056 5,136
Change in cash from:
Inventories (42,013) 1,174
Other accounts receivable and other
current assets (4,397) (5,073)
Accounts payable and accrued expenses 2,713 (4,049)
Other assets, liabilities, and other, net 1,970 (1,243)
------- -------
Net cash provided by operating activities 18,771 39,609
------- -------
Cash flow from investing activities:
Capital expenditures (18,676) (28,190)
Proceeds from disposition of properties 262 483
Net cost from disposition of Sunbelt Nursery
Group, Inc. properties - (244)
Beneficial interest in securitized receivables (11,565) (887)
------- -------
Net cash used in investing activities (29,979) (28,838)
------- -------
Cash flow from financing activities:
Cash dividends (2,963) (5,795)
Purchases of treasury stock (27,277) (10,763)
Proceeds from stock options exercised, stock
purchase plan and other, net 2,134 2,349
Repayments of long-term debt (15) (14,400)
Net borrowings under long-term line of
credit agreements 7,500 3,208
------- -------
Net cash used in financing activities (20,621) (25,401)
------- -------
Change in cash and cash equivalents (31,829) (14,630)
Cash and cash equivalents at beginning of period 50,376 41,945
------- -------
Cash and cash equivalents at end of period $18,547 $27,315
======= =======
The accompanying notes are an integral part of these financial statements.
PIER 1 IMPORTS, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED AUGUST 26, 2000
(in thousands except per share amounts)
(unaudited)
Cumulative
Other Total
Common Paid-in Retained Comprehensive Treasury Unearned Shareholders'
Stock Capital Earnings Income Stock Compensation Equity
-------- -------- -------- ------------- --------- ------------- -------------
Balance, February 26, 2000 $100,779 $155,711 $264,678 ($1,536) ($78,668) ($301) $440,663
--------
Comprehensive income:
Net income 34,592 34,592
Other comprehensive income, net of tax:
Foreign currency translation adjustments (681) (681)
--------
Comprehensive income 33,911
--------
Purchases of treasury shares (27,277) (27,277)
Restricted stock grant and amortization 119 119
Stock purchase plan, exercise of stock
options and other (711) 3,358 2,647
Cash dividends, declared or paid ($.07
per share) (6,863) (6,863)
Conversion of 5 3/4% convertible debt (14,513) 53,886 39,373
-------- -------- -------- ------- -------- ----- --------
Balance, August 26, 2000 $100,779 $140,487 $292,407 ($2,217) ($48,701) ($182) $482,573
======== ======== ======== ======= ======== ===== ========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
PIER 1 IMPORTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED AUGUST 26, 2000 AND AUGUST 28, 1999
(unaudited)
The accompanying unaudited financial statements should be read in
conjunction with the Form 10-K for the year ended February 26, 2000. All
adjustments that are, in the opinion of management, necessary for a fair
statement of the financial position as of August 26, 2000, and the results of
operations and cash flows for the three and six months ended August 26, 2000
and August 28, 1999 have been made and consist only of normal recurring
adjustments. The results of operations for the three and six months ended
August 26, 2000 and August 28, 1999 are not indicative of results to be
expected for the fiscal year because of, among other things, seasonality
factors in the retail business.
Note 1 - Earnings per share
Basic earnings per share amounts were determined by dividing net
income by the weighted average number of common shares outstanding for the
period. Diluted earnings per share amounts were similarly computed, but
include the effect, when dilutive, of the Company's weighted average number
of stock options outstanding and the average number of common shares that
would be issuable upon conversion of the Company's convertible securities.
To determine dilutive earnings, interest and debt issue costs, net of any
applicable taxes, have been added back to net income to reflect assumed
conversions.
The following earnings per share calculations reflect the effect of
the Company's conversion of its 5 3/4% convertible subordinated notes, which
were primarily converted without interest on or before March 23, 2000.
Earnings per share for the three and six months ended August 26, 2000
and August 28, 1999 are calculated as follows (in thousands except per share
amounts):
Three Months Ended Six Months Ended
Aug. 26, Aug. 28, Aug. 26, Aug. 28,
2000 1999 2000 1999
-------- -------- -------- --------
Net income $17,715 $11,886 $34,592 $24,531
Assumed conversion of 5 3/4%
subordinated notes:
Plus interest and debt issue
costs, net of tax - 638 - 1,307
------- ------- ------- -------
Diluted net income $17,715 $12,524 $34,592 $25,838
======= ======= ======= =======
Average shares outstanding during
period:
Basic 96,375 96,333 96,703 96,300
Plus assumed exercise of
stock options 1,282 724 1,237 686
Plus assumed conversion of
5 3/4% subordinated notes
to common stock - 7,855 655 8,051
------- ------- ------- -------
Diluted 97,657 104,912 98,595 105,037
======= ======= ======= =======
Earnings per share:
Basic $.18 $.12 $.36 $.25
==== ==== ==== ====
Diluted $.18 $.12 $.35 $.25
==== ==== ==== ====
Note 2 - Comprehensive income
The components of comprehensive income, net of related tax, for the
three and six months ended August 26, 2000 and August 28, 1999 are as follows
(in thousands):
Three Months Ended Six Months Ended
Aug. 26, Aug. 28, Aug. 26, Aug. 28,
2000 1999 2000 1999
-------- -------- -------- --------
Net income $17,715 $11,886 $34,592 $24,531
Foreign currency translation
adjustments 42 (58) (681) 49
------- ------- ------- -------
Comprehensive income $17,757 $11,828 $33,911 $24,580
======= ======= ======= =======
Note 3 - Supplemental cash flow information
During the first quarter of fiscal 2001, the Company issued 4,764,450
shares of common stock upon the conversion of $39,164,000 principal amount of
5 3/4% convertible subordinated notes.
PART I
------
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
---------------------------------------------------------------
General
Pier 1 Imports, Inc. ("the Company") is North America's largest
specialty retailer of imported decorative home furnishings, including
furniture, dining and kitchen goods, bath and bedding accessories and other
related items for the home. While the broad categories of merchandise remain
relatively constant, individual products within these categories change
frequently in order to meet customer demands. The Company has over 800
retail locations in 48 states, Puerto Rico, Canada, the United Kingdom,
Mexico and Japan with merchandise directly imported from over 60 countries
around the world.
Results of Operations
The Company recorded net sales of $338.0 million for the second quarter
of fiscal 2001, an increase of 15.8% over last year's net sales of $291.8
million. Net sales for the first six months of fiscal 2001 grew to $637.5
million from $552.8 million, representing a 15.3% increase over the
comparable period of fiscal 2000. For fiscal 2001, same-store sales for the
second quarter improved 12.1% and for the first six months improved 10.9%
from year ago periods. These improvements were largely attributable to the
Company's continued focus on the value pricing initiatives that began in the
first quarter of last fiscal year. New merchandise offered at attractive
price points fueled an increase in customer traffic and resulted in an
improved average ticket and conversion ratio for the first half of fiscal
2001. Net sales for the second quarter and first six months of fiscal 2000
suffered from late shipments on basic merchandise items, which resulted in
insufficient inventory levels last year. Inventory levels during the first
half of fiscal 2001 were sufficient to sustain strong sales growth and the
Company believes they are on plan at the end of the second quarter to support
sales for the latter half of fiscal 2001.
The net increase of 31 North American stores at the end of the second
quarter of fiscal 2001 compared to the end of the second quarter of fiscal
2000 also contributed to the increase in net sales. The North American store
count totaled 794 at the end of the fiscal 2001 second quarter compared to
763 stores a year earlier. During the quarter, the Company opened 14 new
stores and closed six stores in North America and opened one store in the
United Kingdom bringing the worldwide store count to 845 at the fiscal 2001
second quarter-end.
Net sales on the Company's proprietary credit card totaled $180.4
million for the first six months of fiscal 2001, an increase of $33.0
million, or 22.4%, over proprietary credit card sales of $147.4 million for
the same period of fiscal 2000. For the first six months of fiscal 2001,
proprietary credit cards sales accounted for 30.5% of total U.S. store sales,
an increase from the 28.6% for the year earlier period. Proprietary credit
card customers spent an average of $162 per transaction for the first six
months of fiscal 2001, compared to $150 for the same period a year ago. The
Company continues to grow sales on its proprietary credit card by opening new
accounts and developing customer loyalty through marketing promotions
targeted to cardholders.
Gross profit, after related buying and store occupancy costs, expressed
as a percentage of sales, improved 130 basis points to 40.1% for the second
quarter of fiscal 2001 and improved 70 basis points to 41.1% for the first
six months of fiscal 2001. Merchandise margins, as a percentage of sales,
were 52.7% for the second quarter of fiscal 2001, a 20 basis point increase
from 52.5% for the same period last year. This improvement in merchandise
margins was largely due to lless promotional discounts during the second
quarter of fiscal 2001 compared to the same period a year ago. This decrease
in promotional discounts along with improved efficiencies in the Company's
distribution centers during the quarter was slightly offset by an increase in
freight rates. For the first six months of fiscal 2001, merchandise margins
were 54.2% of sales, down 20 basis points from 54.4% of sales for the first
six months of fiscal 2000. The decline in margins for the first half of
fiscal 2001 was principally the result of ocean freight rates that were
higher than last year. New carrier contracts were negotiated by the Company
near the end of fiscal 2000 that should prevent further increases in ocean
freight for the remainder of fiscal 2001. As a percentage of sales, store
occupancy costs improved 110 basis points to 12.6% for the second quarter of
fiscal 2001 and improved 90 basis points to 13.1% for the first six months of
fiscal 2001 compared to the same periods of fiscal 2000. These improvements
in store occupancy expense were primarily due to the leveraging of relatively
fixed rental rates on store leases over a higher sales base.
Selling, general and administrative expenses, including marketing, as a
percentage of sales, remained constant at 28.6% for the second quarter of
fiscal 2001 and improved 30 basis points to 29.2% for the first six months of
fiscal 2001 compared to the same periods a year earlier. In total dollars,
selling, general and administrative expenses increased $13.3 million for the
second quarter of fiscal 2001 and increased $23.3 million for the first six
months of fiscal 2001 versus the comparable periods of fiscal 2000. Expenses
that normally grow proportionately with sales and number of stores, such as
store compensation, equipment rental, supplies and marketing, increased $6.9
million, but declined 90 basis points to 20.2% of sales for the second
quarter of fiscal 2001. Similarly, these variable expenses increased $14.2
million for the first six months of fiscal 2001, yet decreased 70 basis
points to 21.2% of sales. The improvements in variable expenses were
primarily the result of well-managed store payroll and other store expenses.
Additionally, marketing expenses contributed to these improvements due to the
timing of advertising expenditures along with the leveraging of such
expenditures over a higher sales base. Although the timing of marketing
expenditures may fluctuate between fiscal quarters, the Company anticipates
ending fiscal year 2001 with marketing expenses comparable to last year's
levels, as a percentage of sales. All other selling, general and
administrative expenses increased 90 basis points to 8.4% of sales for the
second quarter of fiscal 2001 and increased 40 basis points to 8.0% of sales
for the first six months of fiscal 2001. These increases in other selling,
general and administrative expenses were primarily attributable to an accrual
of incentive bonuses for general management.
Operating income improved 42.7% to $28.4 million, or 8.4% of sales, for
the second quarter of fiscal 2001 from $19.9 million, or 6.8% of sales, for
the second quarter of fiscal 2000. For the first six months of fiscal 2001,
operating income improved 33.8% to $55.3 million, or 8.7% of sales, compared
to $41.3 million, or 7.5 % of sales, for the same period in fiscal 2000.
Net interest expense declined $0.8 million to $0.2 million for the
second quarter of fiscal 2001 and declined $2.0 million to $0.4 million for
the first six months of fiscal 2001 for the comparable periods a year ago.
The decrease in interest expense was partly due to the repurchase of $28.6
million of the Company's 5 3/4% convertible subordinated notes throughout
discal 2000 and the subsequent retirement of the remaining $39.2 million of
the outstanding principal amount of these convertible notes in the first
quarter of fiscal 2001.
The Company's effective income tax rate for fiscal 2001 is estimated at
37%, consistent with the first six months of fiscal 2000.
Net income for the second quarter of fiscal 2001 was $17.7 million, or
5.2% of sales compared to net income of $11.9 million, or 4.1% of sales, for
the second quarter of fiscal 2000. Diluted earnings per share for the second
quarter of fiscal 2001 were $.18, representing a 50% increase over last
year's $.12 per diluted share. For the first six months of fiscal 2001, net
income increased 41.0% to $34.6 million, or $.35 per share on a diluted
basis, from $24.5 million, or $.25 per share on a diluted basis.
Liquidity & Capital Resources
Net income, adjusted for non-cash and non-operating related items, was
$60.5 million and served as the primary source of operating cash flow. Net
cash provided by operating activities totaled $18.8 million for the six
months ended August 26, 2000, a $20.8 million decrease from the $39.6 million
for the six months ended August 28, 1999. The decline in cash flow provided
by operating activities was primarily due to increased merchandise inventory
purchases for the first half of this fiscal year compared to the same period
a year ago. Year-to-date inventory increases totaled $42.0 million,
representing a significant change over last year's year-to-date activity when
inventory levels were approximately five to ten percent below plan and even
lower than the previous year's level. At the end of the second quarter of
fiscal 2001, inventory levels continued to be on plan to meet holiday sales
projections and to support the opening of approximately 35 new stores
scheduled to open by the beginning of December.
The Company expended nearly $30.0 million in investing activities during
the first six months of fiscal 2001. Capital expenditures totaling $18.7
million were primarily used to support new store openings, remodels and
fixture and floor plan upgrades of existing stores. The Company estimates
that capital expenditures will be slightly below $50 million for fiscal 2001.
As a result of favorable sales trends on the Company's proprietary credit
card, the beneficial interest in securitized receivables increased $11.6
million. Partially offsetting these uses of cash were net proceeds from the
disposition of properties of $0.3 million.
Financing activities used $20.6 million in cash year-to-date. The
Company repurchased 2,647,000 shares of its common stock for $27.3 million.
As of August 26, 2000, 2.4 million shares remained authorized for repurchase
under the previously approved Board of Directors program. The Company's year-
to-date cash outflow of $3.0 million for dividend payments remained unchanged
from the previous quarter ended May 27, 2000 since the second quarter
dividend of $0.04 per share was paid on August 30, 2000, subsequent to the
end of the second quarter. During the quarter, the Company received
financing proceeds of $7.5 million upon borrowing on its long-term revolving
credit facility. Other financing activities, primarily the exercise of stock
options, provided cash of $2.2 million.
The Company's minimum operating lease commitments remaining for fiscal
2001 are $65.1 million. The present value of total existing minimum
operating lease commitments discounted at 10% was $568.5 million at the
fiscal 2001 second quarter-end. The Company expects to fund these
commitments from operating cash flow.
Working capital requirements are expected to continue to be funded
through cash flow from operations, bank lines of credit and sales of
proprietary credit card receivables. The Company's bank facilities consist
of a $125 million revolving credit facility which expires December 2003, and
other short-term and long-term bank facilities. As of August 26, 2000, the
Company's available resources on its revolving credit facility were $117.5
million. Other short-term (364 days) bank facilities, used principally for
the issuance of letters of credit, totaled $143.3 million, of which $88.6 was
available at the end of the second quarter. Additionally, the Company has
$25.6 million in standby letters of credit supporting industrial revenue bond
financing used for the construction of three distribution centers. The
Company's current ratio was 3.1 to 1 at the end of the second quarter
compared to 2.4 to 1 at the end of fiscal 2000. Excluding the effect of the
call of the Company's 5 3/4% convertible subordinated notes which resulted in
a reclassification of these notes from long-term to short-term, the current
ratio would have been 3.0 to 1 at fiscal 2000 year-end.
In March 2000, the Company redeemed its $39.2 million outstanding
principal amount of 5 3/4% convertible subordinated notes previously due
October 1, 2003. The notes were redeemable at 103% of par on March 23, 2000
or convertible into the Company's common stock at a price of $8.22 per share.
Prior to redemption, $39,164,000 of the notes was converted into 4,764,450
shares of the Company's common stock and $15,000 of the notes was redeemed
for cash.
In September 2000, the Company declared a cash dividend of $.04 per
share payable on November 15, 2000 to shareholders of record on November 1,
2000. The Company currently expects to continue to pay cash dividends in
fiscal 2001 but to retain most of its future earnings for expansion of the
Company's business.
In summary, the Company's primary uses for cash year-to-date have been
to fund operating expenses, satisfy inventory requirements, repurchase common
stock and provide for new and existing store development. Historically, the
Company has financed its operations primarily from internally generated funds
and borrowings under the Company's credit facilities. The Company believes
that the funds provided from operations, available lines of credit and sales
of its proprietary credit card receivables will be sufficient to finance
working capital and capital expenditure requirements for the remainder of the
fiscal year.
Forward-looking Statements
Certain matters discussed in this quarterly report, other than
historical information, may constitute "forward-looking statements" that are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those described in the forward-looking statements.
Forward-looking statements provide current expectations of future events
based on certain assumptions. These statements encompass information that
does not directly relate to any historical or current fact and often may be
identified with words such as "anticipates," "believes," "expects,"
"estimates," "intends," "plans," "projects" and other similar expressions.
Management's expectations and assumptions regarding planned store openings,
financing of Company obligations from operations and other future results are
subject to risks, uncertainties and other factors that could cause actual
results to differ materially from the anticipated results or other
expectations expressed in the forward-looking statements. Risks and
uncertainties that may affect Company operations and performance include,
among others, the general strength of the economy and levels of consumer
disposable income, the strength of new home construction and sales of
existing homes, the ability of the Company to import merchandise from foreign
countries without significantly restrictive tariffs, duties or quotas and the
ability of the Company to ship items from foreign countries at reasonable
rates in timely fashion. The foregoing risks and uncertainties are in
addition to others discussed elsewhere in this quarterly report. Additional
information concerning these risks and uncertainties is contained in the
Company's Annual Report on Form 10-K for the year ended February 26, 2000, as
filed with the Securities and Exchange Commission.
Impact of Inflation
Inflation has not had a significant impact on the operations of the
Company.
PART II
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Item 1. Legal Proceedings.
-----------------
On September 19, 2000, the Company, without admitting or
denying the findings, consented to an administrative cease and
desist order by the Securities and Exchange Commission from future
violations of Section 13(a) and (b) of the Securities Exchange Act
of 1934. The order cited violations related to quarterly reports
filed with the SEC by the Company prior to its announcement in
December 1995 of a $19.3 million trading loss. The alleged Section
13(a) and (b) violations involved (i) filing quarterly reports from
1993 to 1995 that included inaccurate financial statements and that
failed to provide certain required information and (ii) the failure
to maintain accurate books and records and adequate internal
financial controls.
The Company had previously filed with the SEC in early 1996
amended quarterly reports to restate the financial statements
contained in the quarterly reports filed from 1993 to 1995.
Item 6. Exhibits and Reports on Form 8-K.
--------------------------------
(a) Exhibits See Exhibit Index.
(b) Reports on Form 8-K None.
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.
PIER 1 IMPORTS, INC. (Registrant)
Date: October 9, 2000 By: /s/ Marvin J. Girouard
--------------- ---------------------------------------------
Marvin J. Girouard, Chairman of the Board
and Chief Executive Officer
Date: October 9, 2000 By: /s/ Charles H. Turner
--------------- ---------------------------------------------
Charles H. Turner, Senior Vice President,
Chief Financial Officer and Treasurer
Date: October 9, 2000 By: /s/ Susan E. Barley
--------------- ---------------------------------------------
Susan E. Barley, Principal Accounting Officer
EXHIBIT INDEX
Exhibit
No. Description
27 Financial Data Schedule for Six-Month Period ended August 26, 2000.