<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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 0-26710
CORE LABORATORIES N.V.
(Exact name of registrant as specified in its charter)
THE NETHERLANDS NOT APPLICABLE
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
HERENGRACHT 424
1017 BZ AMSTERDAM
THE NETHERLANDS NOT APPLICABLE
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (31-20) 420-3191
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
The number of common shares of the Registrant, par value NLG .03 per
share, outstanding at May 4, 1998 was 24,849,691.
================================================================================
<PAGE> 2
CORE LABORATORIES N.V.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1998
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Part I -- Financial Information
Item 1 -- Financial Statements
Consolidated Balance Sheets at March 31, 1998 and December 31, 1997 ....................... 1
Consolidated Statements of Operations for the Three Months Ended
March 31, 1998 and 1997................................................................ 2
Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 1998 and 1997................................................................ 3
Notes to Consolidated Financial Statements ................................................ 4
Item 2-- Management's Discussion and Analysis of Financial Condition and Results of
Operations ........................................................................ 7
Part II -- Other Information
Item 1-- Legal Proceedings...................................................................... 9
Item 2-- Changes in Securities.................................................................. 9
Item 3-- Defaults Upon Senior Securities........................................................ 10
Item 4-- Submission of Matters to a Vote of Security Holders ................................... 10
Item 5-- Other Information...................................................................... 10
Item 6-- Exhibits and Reports on Form 8-K ..................................................... 10
Signature ....................................................................................... 11
</TABLE>
i
<PAGE> 3
CORE LABORATORIES N.V.
CONSOLIDATED BALANCE SHEETS
(THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
----------- -----------
ASSETS (UNAUDITED) (AUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents ........................................ $ 3,613 $ 10,510
Accounts receivable, net ......................................... 69,907 67,537
Inventories ...................................................... 13,853 12,473
Prepaid expenses ................................................. 8,514 5,771
Deferred income tax asset ........................................ 1,380 1,380
----------- -----------
Total current assets .................................................. 97,267 97,671
PROPERTY, PLANT AND EQUIPMENT ......................................... 72,830 69,684
Less-- accumulated depreciation .................................. (18,395) (16,130)
----------- -----------
54,435 53,554
INTANGIBLES AND GOODWILL, net ......................................... 82,223 82,809
LONG-TERM INVESTMENT .................................................. 2,175 1,188
OTHER LONG-TERM ASSETS ................................................ 3,074 2,794
----------- -----------
Total assets ................................................. $ 239,174 $ 238,016
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt ............................. $ 1,153 $ 3,077
Short-term debt .................................................. 383 427
Accounts payable ................................................. 13,139 14,152
Unearned revenue ................................................. 2,060 2,257
Other accrued expenses ........................................... 22,437 22,185
----------- -----------
Total current liabilities ............................................. 39,172 42,098
LONG-TERM DEBT ........................................................ 70,701 70,621
MINORITY INTEREST ..................................................... 1,141 1,212
LONG-TERM LEASE OBLIGATIONS ........................................... 221 156
OTHER LONG-TERM LIABILITIES ........................................... 9,298 9,816
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preference shares, NLG .03 par value; 3,000,000 shares authorized,
no shares issued or outstanding .............................. -- --
Common shares, NLG .03 par value; 30,000,000 shares authorized,
24,776,913 and 24,703,621 issued and outstanding
at March 31, 1998 and December 31, 1997, respectively ........ 428 426
Additional paid-in capital ....................................... 87,096 86,823
Retained earnings ................................................ 31,117 26,864
----------- -----------
Total shareholders' equity ................................... 118,641 114,113
----------- -----------
Total liabilities and shareholders' equity ............. $ 239,174 $ 238,016
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
1
<PAGE> 4
CORE LABORATORIES N.V.
CONSOLIDATED STATEMENTS OF OPERATIONS
(THOUSANDS OF DOLLARS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------------------
1998 1997
------------ ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
SERVICES ...................................................... $ 53,665 $ 23,056
SALES ......................................................... 5,174 4,976
------------ ------------
58,839 28,032
OPERATING EXPENSES:
Costs of services ........................................ 41,918 18,238
Costs of sales ........................................... 4,886 4,098
General and administrative expenses ...................... 1,882 1,024
Depreciation and amortization ............................ 3,302 1,483
Other (income) expense, net .............................. (595) 36
------------ ------------
51,393 24,879
INCOME BEFORE INTEREST EXPENSE AND
INCOME TAX EXPENSE ....................................... 7,446 3,153
INTEREST EXPENSE .............................................. 1,370 296
------------ ------------
INCOME BEFORE INCOME TAX EXPENSE .............................. 6,076 2,857
INCOME TAX EXPENSE ............................................ 1,823 807
------------ ------------
NET INCOME .................................................... $ 4,253 $ 2,050
============ ============
PER SHARE DATA:
BASIC EARNINGS PER SHARE ................................. $ 0.17 $ 0.09
============ ============
WEIGHTED AVERAGE BASIC COMMON SHARES
OUTSTANDING ........................................ 24,739,742 21,656,882
============ ============
DILUTED EARNINGS PER SHARE ............................... $ 0.17 $ 0.09
============ ============
WEIGHTED AVERAGE DILUTED COMMON SHARES
OUTSTANDING ........................................ 25,604,255 21,990,168
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
2
<PAGE> 5
CORE LABORATORIES N.V.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------
1998 1997
-------- --------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .......................................................... $ 4,253 $ 2,050
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation and amortization ................................... 3,302 1,462
Gain on sale of fixed assets .................................... (301) (5)
Changes in assets and liabilities:
Increase in accounts receivable ................................. (2,370) (69)
Increase in inventories ......................................... (1,380) (171)
Increase in prepaid expenses .................................... (2,743) (263)
Decrease in accounts payable .................................... (1,013) (2,013)
Increase (decrease) in other accrued expenses ................... 252 (469)
Other ........................................................... (1,914) 510
-------- --------
Net cash provided by (used in) operating activities ........ (1,914) 1,032
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ................................................ (3,803) (2,699)
Proceeds from sale of fixed assets .................................. 412 69
Acquisition of Scott Pickford plc, net of cash ...................... -- (15,017)
-------- --------
Net cash used in investing activities .................................... (3,391) (17,647)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term debt .......................................... (1,729) (2,108)
Borrowings under long-term debt ..................................... -- 17,637
Decrease in short-term debt ......................................... (44) --
Exercise of stock options ........................................... 275 35
Other ............................................................... (94) --
-------- --------
Net cash provided by (used in) financing activities ............. (1,592) 15,564
-------- --------
NET CHANGE IN CASH ...................................................... (6,897) (1,051)
CASH, beginning of period ................................................ 10,510 2,935
-------- --------
CASH, end of period ...................................................... $ 3,613 $ 1,884
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
3
<PAGE> 6
CORE LABORATORIES N.V.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
CONSOLIDATION AND ESTIMATES
The accompanying unaudited consolidated financial statements include the
accounts of Core Laboratories N.V. and its subsidiaries (the "Company"), and
have been prepared in accordance with United States 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 considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 31, 1998
are not necessarily indicative of the results that may be expected for the year
ending December 31, 1998. Balance sheet information as of December 31, 1997, has
been taken from the 1997 annual audited financial statements. Certain 1997 items
have been reclassified to conform with the 1998 presentation. For further
information, reference is made to the consolidated financial statements and
footnotes thereto included in the Company's Form 10-K filed with the Securities
and Exchange Commission on March 31, 1998.
NEW ACCOUNTING STANDARDS
In February, 1997, the Financial Accounting Standards Board issued SFAS No.
128, "Earnings Per Share," which establishes standards for computing and
presenting earnings per share. This standard, effective beginning fiscal year
1997, replaces the presentation and calculation of primary earnings per share,
as prescribed by Accounting Principles Board ("APB") No. 15, with a presentation
and calculation of basic earnings per share. In addition, this standard requires
dual presentation of basic and diluted earnings per share on the Consolidated
Statement of Operations. Basic earnings per common share is computed by dividing
net income available to common stockholders by the weighted average number of
common shares outstanding during the period. Diluted earnings per share is
determined by assuming that all stock options outstanding have been converted by
using the average price for the period. Prior period amounts have been restated
in accordance with the requirements of the pronouncement.
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income,"
which established standards for reporting and display of comprehensive income
and its components in a full set of general-purpose financial statements. The
statement requires (a) classification of items of other comprehensive income by
their nature in the financial statement and (b) display of the accumulated
balance of other comprehensive income separate from retained earnings and
additional paid-in capital in the equity section of a statement of financial
position. SFAS No. 130 is effective for fiscal years beginning after December
15, 1997. Based on current circumstances, the statement has no effect on the
Company's financial condition and results of operations.
4
<PAGE> 7
In June 1997, the FASB also issued SFAS No. 131, "Disclosure about Segments
of an Enterprise and Related Information," which establishes standards for
reporting information about operating segments in annual financial statements
and requires that selected information be reported about the operating segments
in interim financial reports issued to the shareholders. It also establishes
standards for related disclosure about products and services, geographic areas
and major customers. SFAS No. 131 is effective for fiscal years beginning after
December 15, 1997. The FASB does not require that segment information be
reported in financial statements for interim periods in the initial year of
application.
2. INVENTORIES
Inventories are primarily items held for sales or services provided to
customers. Inventories are stated at the lower of average cost (includes direct
material, labor and overhead) or estimated realizable value. In connection with
a review of work in process inventory in April 1998, the Company determined that
certain inventories were overvalued; consequently, a write off will be recorded
in the second quarter of 1998. A summary of inventories is as follows (in
thousands):
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
----------- ---------
(UNAUDITED) (AUDITED)
<S> <C> <C>
Parts and materials..................................................... $ 5,098 $ 4,558
Work in process......................................................... 8,755 7,915
----------- ---------
Total ......................................................... $ 13,853 $ 12,473
=========== =========
</TABLE>
3. INTANGIBLES AND GOODWILL
Intangibles and goodwill are amortized using the straight-line method over
their estimated useful lives, which range from 5 to 40 years. Intangibles
include patents, trademarks, service marks and trade names. Goodwill represents
the excess purchase price over the fair market value of net assets acquired for
acquisitions accounted for as purchases. The Company continually evaluates
whether subsequent events or circumstances have occurred that indicate the
remaining useful life of intangibles and goodwill may warrant revision or that
the remaining balance of intangibles and goodwill may not be recoverable by
determining whether the carrying amount of the intangible assets can be
recovered through projected undiscounted future cash flows over the remaining
amortization period. Following its April 1998 review and in tandem with the
inventory write down discussed above, the Company determined that goodwill was
overstated and will record goodwill impairment in the second quarter of 1998.
5
<PAGE> 8
4. LONG-TERM DEBT
Long-term debt at March 31, 1998 and December 31, 1997 is summarized in the
following table (in thousands):
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
----------- -----------
(UNAUDITED) (AUDITED)
<S> <C> <C>
Credit Facility with a bank group:
$70,000 term loan facility.............................................. $ 70,000 $ 70,000
$55,000 revolving debt facility......................................... -- --
Loan Notes ............................................................... 1,145 1,165
Other indebtedness.......................................................... 709 2,533
----------- -----------
Total debt ........................................................ 71,854 73,698
Less-- current maturities............................................... 1,153 3,077
----------- -----------
Total long-term debt........................................... $ 70,701 $ 70,621
=========== ===========
</TABLE>
In May 1997, the Company entered into a Credit Facility which provides for
(i) a term loan of $55 million, (ii) a term loan denominated in British pounds
having a U.S. dollar equivalency of $15 million, (iii) a committed revolving
debt facility of $50 million, and (iv) a Netherlands guilder denominated
revolving debt facility with U.S. dollar equivalency of $5 million. At March 31,
1998, approximately $55.0 million was available for borrowing under the
revolving credit facility. Loans under the Credit Facility will generally bear
interest from LIBOR plus 0.75% to a maximum of LIBOR plus 1.75%. The term loans
require quarterly principal payments beginning March 31, 1999, with the final
payment due on June 30, 2002. The revolving debt facilities require interest
payments only, until maturity on June 30, 2002. The terms of the Credit Facility
will require the Company to meet certain financial covenants, including certain
minimum equity and cash flow tests. Management believes that the Company is in
compliance with all such covenants contained in its credit agreements.
As part of the purchase of Scott Pickford plc in March 1997, the Company
issued unsecured loan notes as an alternative to the cash consideration paid for
the outstanding shares of Scott Pickford plc. The loan notes bear interest
payable semi-annually, at the rate of LIBOR less 1.0% per annum. Holders of the
loan notes have the right to redeem the loan notes at par on each interest
payment date. Unless previously redeemed or purchased, the loan notes will be
redeemed at par on June 30, 2002.
5. SUBSEQUENT EVENTS
In April 1998, the Company sold the assets of its two process analyzer
units to ABB Process Analytics for $4.1 million in cash. The sale of these
assets will enable the Company to increase focus on the growth of its higher
margin service lines.
6
<PAGE> 9
CORE LABORATORIES N.V.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
Core Laboratories N.V. ("Core Laboratories" or the "Company") was
established in 1936 and is one of the world's leading providers of proprietary
and patented reservoir description, production enhancement and reservoir
management services for optimizing reservoir performance and maximizing
hydrocarbon recovery from new and existing fields. The Company's customers
include major, national, and independent oil and gas producers. In addition, the
Company manufactures and sells petroleum reservoir rock and fluid analysis
instrumentation and other integrated systems which complement its services
operations. Core Laboratories currently operates over 70 facilities in over 50
countries and has approximately 3,400 employees.
RESULTS OF OPERATIONS
The following table sets forth certain percentage relationships based on
the Company's consolidated income statements for the periods indicated:
<TABLE>
<CAPTION>
PERCENTAGE OF
TOTAL REVENUE
---------------------
THREE MONTHS ENDED
MARCH 31
---------------------
1998 1997
-------- -------
<S> <C> <C>
Services ................................................ 91.2 82.2
Sales .................................................. 8.8 17.8
-------- -------
100.0 100.0
Operating expenses:
Cost of services ........................................ 78.1* 79.1*
Cost of sales .......................................... 94.4* 82.4*
General and administrative expenses...................... 3.2 3.7
Depreciation and amortization............................ 5.6 5.3
Other income, net........................................ (1.0) 0.1
-------- -------
87.3 88.8
Income before interest expense and income tax expense.... 12.7 11.2
Interest expense......................................... 2.4 1.0
-------- -------
Income before income tax expense......................... 10.3 10.2
Income tax expense....................................... 3.1 2.9
-------- -------
Net income 7.2 7.3
======== =======
</TABLE>
* Percentage based on applicable segment revenue, and not
total revenue.
7
<PAGE> 10
Total revenue for the first quarter 1998 was $58.8 million, an increase
from $28.0 million in the same period last year. The increase of 110.0% was due
to increased demand for the Company's patented and proprietary petroleum
services and additional revenue attributable to the acquisition of Saybolt
International B.V.in the second quarter of 1997.
Cost of services as a percentage of services revenue for the quarter ended
March 31, 1998 decreased compared to the corresponding quarter in 1997 primarily
due to improved operating efficiencies.
Cost of sales as a percentage of sales revenue for three months ended March
31, 1998 increased compared to the corresponding quarter in 1997 due to the sale
of lower margin products.
General and administrative expenses for the quarter ended March 31, 1998
increased $0.9 million as compared to the corresponding period in 1997. The
increase was primarily a result of increased personnel costs attributable to the
Company's growth. However, as a percentage of sales, general and administrative
expenses remain under 4% as a result of the Company's ongoing program to
maintain tight control over expenses.
Depreciation and amortization expense for the three month period ended
March 31, 1998 increased to $3.3 million as compared to $1.5 million a year ago,
primarily due to the inclusion of depreciation and amortization from the
acquisitions of Saybolt International B.V. and Scott Pickford plc.
Interest expense for the quarter ended March 31, 1998 increased $1.1
million as compared to 1997. The increase is primarily due to additional
borrowings used to finance the aforementioned acquisitions.
The Company's effective income tax rate was approximately 30.0% for the
three months ended March 31, 1998 as compared to 28.2% for three months ended
March 31, 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary capital requirements are for working capital, capital
expenditures and acquisitions. For the three month period ended March 31, 1998
the Company had operating cash flow of ($1.9) million as compared to $1.0
million for the corresponding period in 1997. Management believes the Company's
internal and external sources of cash will provide the necessary funds with
which to meet its expected obligations.
The Company expects to fund future acquisitions primarily through a
combination of working capital, cash flow from operations, bank borrowings
(including the Credit Facility), and issuances of additional equity. Although
the Credit Facility imposes certain limitations on the incurrence of additional
indebtedness, in general the Company will be permitted to assume, among other
things, indebtedness of acquired businesses, subject to compliance with the
financial covenants of the Credit Facility.
8
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CORE LABORATORIES N.V.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
In the latter part of 1996, prior to its acquisition by the Company,
Saybolt, Inc., an indirect subsidiary of the parent Saybolt International B.V.,
was informed that the Environmental Protection Agency ("EPA") and the U.S.
Department of Justice ("DOJ") had commenced a criminal investigation into
certain practices at three of Saybolt's U.S. laboratories. The investigation has
focused on instances in which Saybolt employees in New Jersey, Massachusetts and
Connecticut may have failed to report accurate RFG test results to customers and
the EPA. The Company is cooperating with this investigation and, in addition,
has begun its own internal review of the matter. If the EPA and/or the DOJ
conclude that Saybolt was in noncompliance with any of the applicable rules and
regulations, the Company may be subject to fines, civil or criminal proceedings,
sanctions and/or the revocation of its licenses and/or authorization to perform
certain services governed by the EPA, customs or other agencies, or to continue
to conduct business in certain areas.
The U.S. Attorney's Offices for Massachusetts and New Jersey and the DOJ
are conducting a criminal investigation of whether Saybolt committed violations
of U.S. laws regulating international business actions of U.S. persons. On
January 29, 1998, the U.S. Attorney's Office announced that the former president
of Saybolt, Inc. and the former President of Saybolt International B.V. had been
indicted for violating the Foreign Corrupt Practices Act and related laws. The
indictment charges that such persons participated in arranging the payment of
$50,000 to Panamanian officials in 1995 in an effort to obtain a lease, certain
tax benefits, and other advantages from the Panamanian government for Saybolt de
Panama S.A. The alleged violation occurred more that a year before the Company's
acquisition of Saybolt in May 1997 and was discovered during the EPA
investigation of Saybolt.
Representatives of the Company and their attorneys in the two above
described matters have held discussions with officials at the U.S. Attorney's
Offices for Massachusetts, Connecticut and New Jersey and the DOJ in an attempt
to resolve all disputes concerning Saybolt. As a result of these discussions,
the Company believes that the amount required to resolve these two issues will
not exceed $5 million. The Company believes that it has indemnity rights against
the former shareholders of Saybolt to cover contingencies and breaches of
provisions of the agreement entered into at the same time as the acquisition of
Saybolt. While no assurance can be made as to the ultimate outcome of these
matters, the Company does not believe that such matters will have a material
adverse effect on the financial condition or results of operations of the
Company.
ITEM 2. CHANGES IN SECURITIES.
None.
9
<PAGE> 12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
Management believes conversion to a year 2000 compliant environment will
not present a material concern for the Company's current operations. The Company
is currently engaged in a comprehensive project to upgrade its computer software
systems to programs which are year 2000 compliant. The Company does not
anticipate that total future costs associated with potential year 2000
compliance issues will have a material adverse impact on its consolidated
financial position or results of operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
None.
(a) Exhibits.
<TABLE>
<CAPTION>
INCORPORATED BY
REFERENCE FROM THE
EXHIBIT NO. EXHIBIT TITLE FOLLOWING DOCUMENTS
- ----------- ------------- -------------------
<S> <C> <C>
27.1 Financial Data Schedule Filed Herewith
</TABLE>
(b) Reports on Form 8-K.
None.
10
<PAGE> 13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant, Core Laboratories N.V., has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
CORE LABORATORIES N.V.
by: Core Laboratories International B.V.
Dated: May 7, 1998 By: /s/ Richard L. Bergmark
-------------------------------------
Richard L. Bergmark
Chief Financial Officer and Treasurer
(Principal Financial Officer and
Chief Accounting Officer)
11
<PAGE> 14
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 3,613
<SECURITIES> 0
<RECEIVABLES> 76,404
<ALLOWANCES> 6,498
<INVENTORY> 13,853
<CURRENT-ASSETS> 97,267
<PP&E> 72,830
<DEPRECIATION> 18,395
<TOTAL-ASSETS> 239,174
<CURRENT-LIABILITIES> 39,174
<BONDS> 0
0
0
<COMMON> 428
<OTHER-SE> 118,641
<TOTAL-LIABILITY-AND-EQUITY> 239,174
<SALES> 58,839
<TOTAL-REVENUES> 58,839
<CGS> 46,804
<TOTAL-COSTS> 46,804
<OTHER-EXPENSES> 4,589
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,370
<INCOME-PRETAX> 6,076
<INCOME-TAX> 1,823
<INCOME-CONTINUING> 4,253
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,253
<EPS-PRIMARY> .17
<EPS-DILUTED> .17
</TABLE>
