EXHIBIT 99.1
[FLEMING LOGO] NEWS RELEASE
CONTACTS: Fleming Companies, Inc.
(Media) Shane Boyd 972.906.2125 1945 Lakepointe Drive
(Investors-Equity) Meredith Anderson 972.906.8592 P.O. Box 299013
(Investors-Equity) Mark Shapiro 972.906.8110 Lewisville, Texas 75029
(Investors-Debt) Matt Hildreth 972.906.8126 telephone 972.906.8000
(Investors-Debt) Clint Bryant 972.906.2170 facsimile 972.906.2402
www.fleming.com
FLEMING REPORTS THIRD QUARTER 2002 RESULTS
PERFORMANCE IN LINE WITH PREVIOUS GUIDANCE; COMPANY RE-AFFIRMS
OUTLOOK FOR FULL YEAR AND 2003
Focus on Working Capital Produces Positive Operating Cash Flow;
Company Provides Contingency Scenarios For Kmart Business
DALLAS, TEXAS, OCTOBER 23, 2002 - Fleming Companies, Inc. (NYSE: FLM)
today reported a loss from continuing operations of $1.5 million for the third
quarter of 2002, or a loss of $0.03 per share on a diluted basis. These results
were in line with the company's guidance provided on September 24, 2002. The
2002 third quarter loss compares to income of $16.5 million, or $0.35 per share,
from continuing operations in the prior year's third quarter. Net sales for the
third quarter were $3.97 billion, a 12.5 percent increase compared to $3.53
billion last year. The 2002 and 2001 third quarter results include the company's
continuing distribution operations and exclude the price impact retail
operations, which the company plans to divest and which are reflected as
discontinued operations on the company's financial statements.
The 2002 third quarter results include $9.8 million ($0.11 per share)
in previously disclosed charges associated with the closure of distribution
facilities in Oklahoma City and Dallas and the start up of a new distribution
facility in Tulsa, Oklahoma.
The results also include $7.0 million ($0.08 per share) related to
severance expenses from recent administrative headcount reductions. As a result
of the "right sizing" of the organization, Fleming anticipates generating
approximately $40.0 million in cost reductions in 2003. Additionally, the 2002
third quarter includes $4.2 million ($0.05 per share) related to actuarial
increases in pension expense.
Page 1
A slide presentation that provides detail regarding the contents of
this release, including schedules of earnings and EBITDAL, will be available on
the Fleming website prior to the conference call at http://www.fleming.com and
will be filed with the Securities and Exchange Commission on Form 8-K.
Fleming had positive operating cash flow of $8.3 million from all
operations in the current quarter, compared to negative operating cash flow of
$80.7 million in the same quarter last year and negative $82.8 million in the
second quarter of this year, driven principally by improvements in working
capital. The company reduced net debt in the quarter by $9.9 million.
Mark Hansen, Fleming's chairman and chief executive officer, said,
"This quarter, we made the decision to solely focus on our core distribution
business, further diversify our customer base and set the stage to further
strengthen our balance sheet. We also reduced our ongoing cost structure and
realigned our human resources to meet our customer needs. The business
demonstrated cash-generating ability in the face of a challenging economic
environment and in a quarter that has historically been a significant user of
working capital due to seasonal inventory builds."
Hansen continued, saying, "We expect that our financial position will
be strengthened by continuing to produce positive operating cash flow and debt
reduction. We are entering the fourth quarter - the strongest selling season of
the year - and expect to pay down approximately $110 million of debt. This is
particularly meaningful considering Fleming has no material debt maturities
until 2007."
Commenting on the retail store divestitures, Hansen stated, "We are
moving forward with our plan to divest our price impact retail operations and
are pleased with the response we have received from a number of interested
parties. Our ongoing discussions with potential buyers continue to encourage us
that proceeds from the retail store divestitures will be in excess of $450
million, net of taxes. As we previously stated, we intend to use the proceeds
from the sale of these assets to further reduce debt. In addition, by exiting
the retail business, we become the only pure-play wholesale distribution company
with a national footprint, a business model that we believe will appeal
increasingly to a broad category of retailing customers. This is consistent with
our strategy to focus on our core distribution business and means we will not be
competing with our important retail distribution customers."
Page 2
Continued diversification of the company's customer base has been an
ongoing strategy for Fleming. In the third quarter, we began servicing a growing
number of Target and Albertson's stores. In addition, nearly 100 new customers,
formerly served by Nashville-based distributor C.B. Ragland, selected Fleming to
supply their stores. Fleming expects this diversification to continue as it
leverages its size, scale, and capabilities as the nation's largest supplier of
consumer package goods to retailers.
Kmart remains Fleming's largest customer, accounting for approximately
20 percent of third quarter revenues. Kmart has announced its plans to emerge
from bankruptcy court protection in July 2003. Based on a variety of scenarios,
ranging from various store-closing assumptions to the termination of the Kmart
relationship, Fleming has independently prepared a range of contingency plans
and the resulting possible impact, if any, on earnings. While these scenarios
may be more severe than Fleming expects will occur, the company believes that
its investors' best interests are served by engaging in a hypothetical analysis
so that investors can better evaluate Fleming's related financial prospects.
This range and the scenarios that underlie it will be discussed in the company's
teleconference and webcast.
"Fleming continues to have regular and ongoing conversations with Kmart
management and we remain committed to serving its stores at whatever level is
determined to be mutually beneficial. While we look forward to Kmart's plan of
reorganization, it is important for our investors to understand that we are not
dependent upon any single customer, nor any single channel of distribution,
customer category, or format for our long-term success," noted Hansen.
MAJOR ACCOMPLISHMENTS IN THE THIRD QUARTER 2002
Fleming's multi-tier supply chain network grew in size, capability, and
functionality during the third quarter. Since the end of the second quarter,
Fleming:
o Implemented an important distribution agreement with Target to supply candy,
cookies, and convenience frozen and refrigerated foods to more than 1,000
Target stores in 46 states. Additionally, Fleming is supplying a variety of
food products to a number of Target's in-store Food Avenue Cafes. Fleming
anticipates annual volume of more than $300 million from this arrangement.
This is in addition to the substantial amount of Super Target volume supplied
by Fleming.
Page 3
o Converted two of Fleming's piece-pick distribution facilities to the
same state-of-the-art technology platform used in the 19 former
Core-Mark distribution facilities in the West. Two other facilities are
in the process of conversion, scheduled for completion by the end of
2002. The remaining three locations are slated to be completed by the
end of the first quarter 2003. Importantly, the conversions were
achieved without disruption in customer service. When complete, the
technology will result in, among other things, common item numbers for
products throughout the national piece-pick operations and more robust
data analysis and tools for Fleming and its customers. We are pleased
with the progress of our convenience integration and expect to capture
$15 million in synergies in 2003.
o Having completed our 8-week startup schedule, we are successfully serving
Albertson's stores in Oklahoma from our new Tulsa Division. Albertson's has
become an important organic growth customer as they have announced a
four-year, $100 million expansion plan for new stores and remodels in
Oklahoma.
o Continued the successful rollout of the F1 technology program - an
important source of cost reduction and efficiency enhancement, which is
anticipated to drive margin growth. We have substantially completed the
installation of our E3 and Manugistics components which, respectively,
allow us to optimize inventory levels and more efficiently manage
inbound and outbound transportation. We have also successfully
completed the initial installation of the EXE warehouse management
system in our Tulsa Division. We are scheduled to continue installing
the EXE system in the remaining divisions beginning in the first
quarter of 2003, with all divisions slated for completion by the end of
2004. EXE is expected to improve productivity by enhancing our ability
to slot, select, stage and move product through our distribution centers.
EARNINGS GUIDANCE
Fleming is reaffirming its guidance for the fourth quarter. The company
continues to expect earnings from continuing operations of between $0.35 and
$0.45 per share; EBITDAL in the range of $95 million to $105 million; and fourth
quarter 2002 sales for continuing operations of approximately $4.0 billion. For
2003, Fleming is reaffirming its guidance of a range for earnings per share of
$1.95 to $2.05, and EBITDAL of between $475 million and $490 million. Sales from
continuing operations are anticipated to be approximately $18 billion and are
expected
Page 4
to generate approximately $235 million in operating cash flow, which will allow
for additional debt repayments of an estimated $100 million after capital
expenditures.
CONFERENCE CALL AND WEBCAST
A teleconference to review the third quarter's results and discuss the
slide presentation (which is available on the company's website and on the SEC's
website) will be held on Wednesday, October 23, 2002, at 8:30 a.m. Eastern
Daylight Time. An audio webcast of the conference call will be available on the
web at www.fleming.com. The conference call can be accessed by phone by calling
913.981.4900. An audio replay of the conference call will be available by
calling 402.280.9273 from 12:30 p.m. Eastern Daylight Time on October 23, 2002
through midnight Eastern Standard Time on November 6, 2002. The access code for
the live call and the audio replay is 567079. The audio replay of the conference
call will also be archived on the Internet at www.fleming.com.
ABOUT FLEMING
With its national, multi-tier supply chain network, Fleming is the #1
supplier of consumer package goods to retailers of all sizes and formats in the
United States. Fleming serves nearly 50,000 retail locations, including
supermarkets, convenience stores, supercenters, discount stores, concessions,
limited assortment, drug, specialty, casinos, gift shops, military commissaries
and exchanges and more. Fleming serves more than 600 North American stores of
global supermarketer IGA. To learn more about Fleming, visit our Web site at
http://www.fleming.com.
FORWARD-LOOKING STATEMENT
This document contains forward-looking statements regarding future
events and the future financial performance of Fleming. These forward-looking
statements are subject to a number of factors that could cause actual results to
differ materially from those stated in this release, including without
limitation: changes in general economic conditions; adverse effects of the
changing industry and increased competition; sales declines and/or loss of
customers; the ability of Kmart to continue as a going concern, to operate
pursuant to the terms of its debtor-in-possession financing or complete its
reorganization; unanticipated problems with product procurement; exposure to
litigation and other contingent losses; the inability to integrate acquired
Page 5
companies and to achieve operating improvements at those companies; the ability
to successfully sell our retail operations; increases in labor costs and
disruptions in labor relations with union bargaining units representing
Fleming's employees; and the negative effects of Fleming's substantial
indebtedness and the limitations imposed by restrictive covenants contained in
Fleming's debt instruments. Additional information about these factors is
contained in Fleming's reports and filings with the Securities and Exchange
Commission, including its 2001 Form 10-K. The forward-looking statements speak
only as of the date made and Fleming undertakes no obligation to update
forward-looking statements to reflect developments or information obtained after
the date of this release.
# # #
(TABLES 1 THROUGH 5 FOLLOW)
Page 6
Fleming Companies, Inc. (NYSE: FLM)
Consolidated Condensed Statements of Operations
For the 12 weeks ended October 5, 2002, and October 6, 2001
(In thousands, except per share amounts)
<Table>
<Caption>
2002 2001
--------------- -----------------------------------
GAAP GAAP Adjusted
(a) (a)(b)
Net sales $ 3,972,649 $ 3,531,640 $ 3,532,158
% change 12.5% 12.5%
Costs and expenses:
Cost of sales 3,832,189 3,375,247 3,374,336
Selling and administrative 114,042 107,614 102,606
Interest expense 34,267 27,110 27,110
Interest income and other (5,451) (4,795) (4,795)
Impairment/restructuring credit -- (609) --
--------------- --------------- ---------------
Total costs and expenses 3,975,047 3,504,567 3,499,257
--------------- --------------- ---------------
Income (loss) from continuing operations before
income taxes (2,398) 27,073 32,901
Taxes on income (loss) (928) 10,565 11,760
--------------- --------------- ---------------
Income (loss) from continuing operations (1,470) 16,508 21,141
Discontinued operations:
Income from operations of discontinued retail (31,624) 4,209 9,637
Taxes on income (12,238) 1,642 3,445
--------------- --------------- ---------------
Income on discontinued operations (19,386) 2,567 6,192
--------------- --------------- ---------------
Net income (loss) $ (20,856) $ 19,075 $ 27,333
=============== =============== ===============
Basic income (loss) per share:
Continuing operations (net of taxes) $ (0.03) $ 0.38 $ 0.49
Discontinued operations (net of taxes) (0.36) 0.06 0.14
--------------- --------------- ---------------
Net income (loss) $ (0.39) $ 0.44 $ 0.63
=============== =============== ===============
Diluted income (loss) per share:
Continuing operations (net of taxes) $ (0.03) $ 0.35 $ 0.44
Discontinued operations (net of taxes) (0.36) 0.05 0.12
--------------- --------------- ---------------
Net income (loss) $ (0.39) $ 0.40 $ 0.56
=============== =============== ===============
Weighted average shares outstanding:
Basic 53,950 43,728 43,728
Diluted 53,950 51,032 51,032
Additional information:
Depreciation:
Continuing $ 30,658 $ 25,903 $ 25,868
Discontinued $ 11,347 $ 7,773 $ 7,773
Goodwill amortization:
Continuing $ -- $ 3,425 $ --
Discontinued $ -- $ 1,575 $ --
Operating earnings(d):
Continuing $ 26,418 $ 48,779 $ 55,216
% of sales 0.66% 1.38% 1.56%
% change (45.8)% (52.2)%
Discontinued $ (24,176) $ 14,483 $ 17,887
EBITDAL(c):
Continuing $ 65,020 $ 81,192 $ 83,560
% of sales 1.64% 2.30% 2.37%
% change (19.9)% (22.2)%
Discontinued $ (11,978) $ 22,825 $ 26,678
</Table>
(a) - Adjusted for EITF 01-9 (reclass between net sales and cost of sales, no
effect on gross margin).
(b) - Amounts include adjustments for strategic plan charges and other unusual
items as reported in 2001 totaling $6.3 million and goodwill
amortization of $5.0 million.
(c) - EBITDAL is earnings before interest expense, income taxes, depreciation
and amortization, equity investment results, and LIFO (charge of $4.0
million in 2002 and income of $2.0 million in 2001).
(d) - Transfer pricing from distribution to retail was historically recorded
at cost; beginning with the 3rd quarter of 2002, it is recorded at
market.
TABLE 1
Fleming Companies, Inc. (NYSE: FLM)
Consolidated Condensed Statements of Operations
For the 40 weeks ended October 5, 2002 and October 6, 2001
(In thousands, except per share amounts)
<Table>
<Caption>
2002 2001
--------------- -----------------------------------
GAAP GAAP Adjusted
(a) (a)(b)
Net sales $ 11,425,643 $ 9,767,863 $ 9,770,638
% change 17.0% 16.9%
Costs and expenses:
Cost of sales 10,939,960 9,301,171 9,295,493
Selling and administrative 312,270 329,937 314,162
Interest expense 110,501 96,893 94,060
Interest income and other (20,254) (19,768) (18,666)
Litigation charge -- 48,628 --
Impairment/restructuring charge 27,361 10,411 --
--------------- --------------- ---------------
Total costs and expenses 11,369,838 9,767,272 9,685,049
--------------- --------------- ---------------
Income from continuing operations before income taxes 55,805 591 85,589
Taxes on income 21,456 236 31,156
--------------- --------------- ---------------
Income from continuing operations 34,349 355 54,433
Discontinued operations:
Income (loss) from operations of discontinued retail (33,207) 35,314 35,572
Taxes on income (loss) (12,701) 14,586 12,966
--------------- --------------- ---------------
Income (loss) on discontinued operations (20,506) 20,728 22,606
--------------- --------------- ---------------
Income before extraordinary charge 13,843 21,083 77,039
Extraordinary charge from early retirement
of debt (net of taxes) (7,863) (3,469) --
--------------- --------------- ---------------
Net income $ 5,980 $ 17,614 $ 77,039
=============== =============== ===============
Basic income (loss) per share:
Continuing operations (net of taxes) $ 0.71 $ 0.01 $ 1.29
Discontinued operations (net of taxes) (0.43) 0.49 0.54
--------------- --------------- ---------------
Before extraordinary charge 0.28 0.50 1.83
Extraordinary charge from early retirement
of debt (net of taxes) (0.16) (0.08) --
--------------- --------------- ---------------
Net income $ 0.12 $ 0.42 $ 1.83
=============== =============== ===============
Diluted income (loss) per share:
Continuing operations (net of taxes) $ 0.70 $ 0.01 $ 1.19
Discontinued operations (net of taxes) (0.42) 0.46 0.47
--------------- --------------- ---------------
Before extraordinary charge 0.28 0.47 1.66
Extraordinary charge from early retirement
of debt (net of taxes) (0.16) (0.08) --
--------------- --------------- ---------------
Net income $ 0.12 $ 0.39 $ 1.66
=============== =============== ===============
Weighted average shares outstanding:
Basic 48,065 42,177 42,177
Diluted 49,240 44,670 48,316
Additional information:
Depreciation:
Continuing $ 88,259 $ 81,881 $ 81,846
Discontinued $ 35,667 $ 28,030 $ 28,030
Goodwill amortization:
Continuing $ -- $ 11,154 $ --
Discontinued $ -- $ 5,062 $ --
Operating earnings(d):
Continuing $ 173,413 $ 136,755 $ 160,983
% of sales 1.52% 1.40% 1.65%
% change 26.8% 7.7%
Discontinued $ (8,904) $ 29,731 $ 65,961
EBITDAL (c):
Continuing $ 250,382 $ 180,892 $ 251,868
% of sales 2.19% 1.85% 2.58%
% change 38.4% (0.6)%
Discontinued $ 33,530 $ 106,601 $ 101,797
</Table>
(a) - Adjusted for EITF 01-9 (reclass between net sales and cost of sales, no
effect on gross margin).
(b) - Amounts include adjustments for strategic plan charges and other unusual
items as reported in 2001 totaling $94.1 million and goodwill
amortization of $21.2 million.
(c) - EBITDAL is earnings before interest expense, income taxes, depreciation
and amortization, equity investment results, and LIFO (charge of $3.5
million in 2002 and income of $11.7 million in 2002).
(d) - Transfer pricing from distribution to retail was historically recorded
at cost; beginning with the 3rd quarter of 2002, it is recorded at
market.
TABLE 2
Fleming Companies, Inc. (NYSE: FLM)
Earnings Per Share and EBITDAL
For the 12 and 40 weeks ended October 5, 2002 and October 6, 2001
(In millions, except per share amounts)
<Table>
<Caption>
EARNINGS PER SHARE Q3 2002 Q3 2001 YTD 2002 YTD 2001
---------- ---------- ---------- ----------
GAAP EPS - continuing operations $ (0.03) $ 0.35 $ 0.70 $ 0.01
ADJUSTMENTS FOR COMPARABILITY
Intersegment profit allocation -- 0.11 0.35 0.47
Goodwill -- 0.06 -- 0.21
Impairment/restructuring and other -- 0.03 0.34 0.31
Severance 0.08 -- 0.09 --
Litigation charges -- -- -- 0.64
Tulsa start-up & related expenses 0.11 -- 0.16 --
Net interest expense double-up -- -- 0.04 0.02
Kmart business interruption -- -- 0.05 --
Pension - actuarial changes 0.05 -- 0.05 --
LIFO provision 0.04 (0.02) 0.04 (0.03)
Lower Kmart sales 0.06 -- 0.06 --
---------- ---------- ---------- ----------
COMPARABLE EPS $ 0.31 $ 0.53 $ 1.88 $ 1.63
========== ========== ========== ==========
EPS - continuing operations $ (0.03) $ 0.35 $ 0.70 $ 0.01
EPS - discontinued retail operations (0.36) 0.05 (0.42) 0.46
Extraordinary items -- -- (0.16) (0.08)
---------- ---------- ---------- ----------
EPS TOTAL COMPANY $ (0.39) $ 0.40 $ 0.12 $ 0.39
========== ========== ========== ==========
WEIGHTED AVERAGE SHARES 54.0 51.0 49.2 44.7
</Table>
<Table>
<Caption>
EBITDAL Q3 2002 Q3 2001 YTD 2002 YTD 2001
---------- ---------- ---------- ----------
EBITDAL - continuing operations $ 65.0 $ 81.2 $ 250.4 $ 180.9
ADJUSTMENTS FOR COMPARABILITY
Intersegment profit allocation -- 12.7 34.1 46.0
Impairment/restructuring and other -- 2.4 27.4 23.4
Severance 7.0 -- 7.0 --
Litigation charges -- -- -- 48.6
Tulsa start-up & related expenses 9.8 -- 12.6 --
Interest income double-up -- -- (0.7) (1.1)
Kmart business interruption -- -- 5.0 --
Pension - actuarial changes 4.2 -- 4.2 --
Lower Kmart sales 5.1 -- 5.1 --
Core-Mark -- 14.8 -- 19.9
---------- ---------- ---------- ----------
COMPARABLE EBITDAL $ 91.1 $ 111.1 $ 345.1 $ 317.7
========== ========== ========== ==========
% OF SALES 2.3% 2.5%
EBITDAL - continuing operations $ 65.0 $ 81.2 $ 250.4 $ 180.9
EBITDAL - discontinued retail operations (12.0) 22.8 33.5 106.6
---------- ---------- ---------- ----------
EBITDAL TOTAL COMPANY $ 53.0 $ 104.0 $ 283.9 $ 287.5
========== ========== ========== ==========
</Table>
TABLE 3
Fleming Companies, Inc. (NYSE: FLM)
Consolidated Condensed Balance Sheet and Ratios
(In thousands, except ratios)
<Table>
<Caption>
October 5, December 29, October 6,
2002 2001 2001
--------------- --------------- ---------------
Assets
Cash and cash equivalents $ 20,694 $ 17,325 $ 43,491
Receivables, net 701,247 568,197 557,003
Inventory 1,110,843 902,933 1,002,135
Assets held for sale 615,782 571,352 502,127
Other current assets 79,681 88,133 124,573
Total current assets 2,528,247 2,147,940 2,229,329
Property and equipment, net 588,347 653,519 494,454
Other assets 1,103,880 853,234 1,023,994
Total assets $ 4,220,474 $ 3,654,693 $ 3,747,777
Liabilities and shareholders' equity
Accounts payable $ 985,272 $ 952,037 $ 1,002,343
Current portion of LT debt and cap lease obligations 20,192 45,778 55,301
Liabilities held for sale(a) 146,740 157,001 151,869
Other current liabilities 230,642 228,949 187,802
Total current liabilities 1,382,846 1,383,765 1,397,315
Long-term debt and capital lease obligations 2,035,348 1,645,356 1,735,972
Other liabilities 129,718 127,353 105,560
Shareholders' equity 672,562 498,219 508,930
Total liabilities and shareholders' equity $ 4,220,474 $ 3,654,693 $ 3,747,777
Ratios
Accounts payable to inventory(b) 88.7% 105.4% 100.0%
Net debt as a percentage of total capitalization 76.2% 78.3% 78.6%
Inventory turns (LTM)(b)(c) 15.2 15.5 15.2
Days Sales Outstanding(b)(d) 14.8 13.8 13.3
</Table>
(a) Includes capital lease obligation of $122,377, $119,906 and $121,166,
respectively.
(b) Ratio is calculated using continuing operations.
(c) Inventory turns includes pro forma average inventory and cost of sales for
Core-Mark.
(d) Days sales outstanding is calculated using average daily sales for the
respective quarter.
TABLE 4
Fleming Companies, Inc. (NYSE: FLM)
Consolidated Condensed Statements of Cash Flows
For the 12 and 40 weeks ended October 5, 2002 and October 6, 2001
(In thousands)
<Table>
<Caption>
Q3 Q3 YTD YTD
OPERATING ACTIVITIES: 2002 2001 2002 2001
------------ ------------ ------------ ------------
Net income (loss) $ (20,856) $ 19,075 $ 5,980 $ 17,614
Adjustments to reconcile net income (loss) to net
cash used by operating activities:
Depreciation and amortization 42,005 38,676 123,926 126,127
Amortization in interest expense 2,063 1,439 6,598 4,929
Credit losses 5,789 8,343 8,797 20,462
Impairment/restructuring and related -- 5,739 27,361 14,637
Cash payments on impair/restruct (9,239) (14,798) (21,669) (58,450)
Cost of early debt retirement -- -- 13,119 5,787
Receivables 12,675 6,133 11,000 (63,321)
Inventories 2,905 (85,345) (69,962) (217,352)
Accounts payable 14,040 1,859 (104,882) 65,898
Other assets and liabilities (41,113) (61,815) (117,873) (61,048)
------------ ------------ ------------ ------------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 8,269 (80,694) (117,605) (144,717)
INVESTING ACTIVITIES:
Collections on note receivable 5,774 6,661 32,127 24,375
Notes receivable funded (1,347) (8,427) (14,225) (20,704)
Acquisitions (4,616) (50,508) (295,058) (120,670)
Purchase of property and equipment (52,857) (56,885) (150,779) (168,504)
Proceeds from sale of property and equipment 22,510 1,268 164,268 13,286
Proceeds from sale of businesses -- 4,042 -- 120,947
Other investing activities 12,220 7,584 18,277 13,597
------------ ------------ ------------ ------------
CASH USED IN INVESTING ACTIVITIES (18,316) (96,265) (245,390) (137,673)
FINANCING ACTIVITIES:
Change in revolver (15,000) 220,000 (140,000) 120,000
Proceeds from long-term borrowings -- (215,000) 880,940 500,602
Principal payments on long-term debt (45,304) 206,276 (489,047) (342,755)
Payments on capital issuance and debt retirement 1,300 (2,422) (45,976) (23,976)
Principal payments on capital lease obligations (5,248) (4,726) (15,408) (15,092)
Sale of common stock 186 2,909 178,703 59,252
Dividends paid (1,078) (877) (2,848) (2,530)
------------ ------------ ------------ ------------
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (65,144) 206,160 366,364 295,501
INCREASE (DECREASE) IN CASH (75,191) 29,201 3,369 13,111
Cash balance, beginning of period 95,885 14,290 17,325 30,380
------------ ------------ ------------ ------------
Cash balance, end of period $ 20,694 $ 43,491 $ 20,694 $ 43,491
============ ============ ============ ============
</Table>
TABLE 5