<PAGE> 1
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, 1996
--------------------------------------------
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 0-28090
------------
DECISIONONE HOLDINGS CORP.
--------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3435409
- - ----------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
50 East Swedesford Road, Frazer, Pennsylvania 19355
- - ----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 296-6000
-------------------------
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 No x
----- -----
As of May 13, 1996 registrant had 18,700,791 shares of its Common Stock
outstanding.
<PAGE> 2
DECISIONONE HOLDINGS CORP.
FORM 10-Q MAY 17, 1996
CONTENTS
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 3
March 31, 1996 (unaudited) and June 30, 1995
Condensed Consolidated Statements of 4
Operations - Three and Nine Months Ended
March 31, 1996 and 1995 (unaudited)
Condensed Consolidated Statements of 5
Cash Flows - Nine Months Ended
March 31, 1996 and 1995 (unaudited)
Notes to Condensed Consolidated 6-7
Financial Statements (unaudited)
Item 2. Management's Discussion and Analysis 8-10
of Financial Condition and
Results of Operations
PART II. OTHER INFORMATION 11
</TABLE>
<PAGE> 3
DECISIONONE HOLDINGS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
(unaudited) (audited)
Pro Forma
March 31, March 31, June 30,
1996 1996 1995
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $5,389 $5,389 $2,659
Accounts receivable, net 92,468 92,468 27,758
Inventories, net 31,099 31,099 4,024
Prepaid expenses and other assets 3,741 3,741 763
Deferred tax asset 5,277 5,277 8,503
------------- ------------- ------------
Total current assets 137,974 137,974 43,707
Repairable parts, net 132,543 132,543 27,360
Property and equipment, net 32,577 32,577 4,429
Deferred tax asset, net 28,969 28,969 25,011
Intangibles, net and other assets 164,512 164,512 35,046
------------- ------------- ------------
Total assets $496,575 $496,575 $135,553
============= ============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $100,315 $94,764 $34,241
Deferred revenues 41,918 41,918 40,222
Income taxes payable 4,559 4,559 1,648
Current portion of long-term debt 58,354 3,354 19,414
------------- ------------- ------------
Total current liabilities 205,146 144,595 95,525
Long-term debt 210,395 168,695 6,157
Other liabilities 12,153 12,153 12,383
Redeemable preferred stock 39,038 - 6,811
Stockholders' equity:
Common stock 95 270 89
Additional paid-in capital 112,305 255,414 107,991
Accumulated deficit (81,512) (83,507) (92,378)
Foreign currency translation adjustment 660 660 680
Pension liability adjustment (1,705) (1,705) (1,705)
------------- ------------- ------------
Total stockholders' equity 29,843 171,132 14,677
------------- ------------- ------------
Total liabilities and stockholders' equity $496,575 $496,575 $135,553
============= ============= ============
</TABLE>
See notes to condensed consolidated financial statements
<PAGE> 4
DECISIONONE HOLDINGS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT FOR EARNINGS PER SHARE)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31, March 31,
---------------------------- -----------------------------
1996 1995 1996 1995
------------- ----------- ------------- ------------
<S> <C> <C> <C> <C>
Revenues $172,673 $41,660 $369,167 $115,434
Cost of revenues 129,962 28,415 272,708 80,634
----------- ----------- ------------ -----------
Gross profit 42,711 13,245 96,459 34,800
Operating expenses:
Selling, general and administrative expenses 22,303 5,438 49,519 16,499
Amortization and write-off of intangibles 4,872 1,645 10,617 4,488
Restructuring charge - - 7,000 -
----------- ----------- ------------ -----------
Total operating expenses 27,175 7,083 67,136 20,987
----------- ----------- ------------ -----------
Operating income 15,536 6,162 29,323 13,813
Interest expense 5,801 686 11,220 1,851
----------- ----------- ------------ -----------
Income before income taxes 9,735 5,476 18,103 11,962
Provision for income taxes 3,893 816 7,237 1,783
----------- ----------- ------------ -----------
Net income $5,842 $4,660 $10,866 $10,179
=========== =========== ============ ===========
Net income per common share:
Primary $0.25 $0.20 $0.46 $0.45
Fully diluted $0.25 $0.20 $0.46 $0.44
Weighted average shares outstanding:
Primary 23,469 22,819 23,424 22,864
Fully diluted 23,527 23,125 23,483 23,173
Supplementary Data:
Supplementary income per common share:
Primary $0.24 $0.49
Fully diluted $0.24 $0.49
Supplementary weighted average shares outstanding:
Primary 29,769 27,181
Fully diluted 29,827 27,240
</TABLE>
See notes to condensed consolidated financial statements
<PAGE> 5
DECISIONONE HOLDINGS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended March 31,
------------------------------------
1996 1995
----------------- ---------------
<S> <C> <C>
Operating Activities:
Net income $10,866 $10,179
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 39,245 11,490
Provision (recovery of loss) on accounts receivable 2,823 -
Provision for inventory obsolescence 1,187 755
Changes in operating assets and liabilities, net of
effects from companies acquired which provided
(used) cash:
Accounts receivable (1,106) (12,424)
Inventories (3,890) 2,844
Accounts payable, accrued expenses and
deferred revenues (14,959) 6,987
Net changes in other assets and liabilities 1,323 146
----------- -----------
Net cash provided by operating activities 35,489 19,977
----------- -----------
Investing Activities:
Capital expenditures, net of retirements (3,331) (881)
Repairable parts purchases (31,715) (5,909)
Purchase of companies (273,725) (29,736)
----------- -----------
Net cash used in investing activities (308,771) (36,526)
----------- -----------
Financing Activities:
Proceeds from issuance of preferred stock 31,392 -
Proceeds from issuance of subordinated debentures 30,000 -
Proceeds from stock options exercised 101 -
Proceeds from issuance of common stock 1,530 -
Proceeds from issuance of warrants 126 -
Proceeds from borrowings 260,945 25,000
Payments on borrowings (48,062) (9,271)
----------- -----------
Net cash provided by financing activities 276,032 15,729
----------- -----------
Effect of exchange rate changes on cash (20) 230
----------- -----------
Net increase (decrease) in cash and cash equivalents 2,730 (590)
Cash and cash equivalents, beginning of period 2,659 978
----------- -----------
Cash and cash equivalents, end of period $5,389 $388
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements
<PAGE> 6
DECISIONONE HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
(UNAUDITED)
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q and therefore do
not include all information and footnotes necessary for presentation of
financial position, results of operations and cash flows required by generally
accepted accounting principles for complete financial statements. The
information furnished reflects all adjustments (consisting of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
summary of the financial position, results of operations and cash flows for the
interim periods presented. The financial statements should be read in
conjunction with the audited historical consolidated financial statements of
the Company and notes thereto filed with the Company's Registration Statement
on Form S-1, as amended, dated April 3, 1996, Registration Number 333-1256 (the
"Registration Statement").
NOTE 2: INCOME PER COMMON SHARE AND SUPPLEMENTARY DATA
Primary income per common share is computed using the weighted average number
of shares of common stock and dilutive common stock equivalents outstanding
during the period. Common stock equivalents are computed on the applicable
outstanding options and warrants using the average price for the period under
the treasury stock method. For the three and nine month periods ended March
31, 1996 and 1995, the effect upon the primary income per share of common stock
equivalents was dilutive and is included in the computations.
Pursuant to Securities and Exchange Commission Staff Accounting Bulletins,
primary income per share, presented in connection with the Company's initial
public offering (the "Offering") also includes amounts computed on options and
warrants issued within twelve months of the filing date as if they were
outstanding for all periods presented, even when the result is anti-dilutive,
using the treasury stock method and the assumed Offering price. Additionally,
the computation of primary income per common share includes the conversion of
all preferred stock, which automatically converted to shares of common stock as
of the closing of the Offering, as if they were outstanding for all periods
presented, even when the result is anti-dilutive.
The fully diluted income per common share computation assumes common stock
equivalents are computed on the applicable outstanding options and warrants
using the end of the period price under the treasury stock method.
The supplementary primary and fully diluted income per common share data gives
effect to the Offering and recapitalization and the assumed use of principally
all of the proceeds from the Company's sale of 6.3 million shares of common
stock therefrom to reduce by approximately $70 million the outstanding amount
of the Company's Senior Bank Term Loan due September 30, 2000 (the "1995 Term
Loan") and to repay the $30 million face amount of the Company's subordinated
debentures due October 20, 2001 (the "Affiliate
<PAGE> 7
Notes"). For the three and nine months ended March 31, 1996, the above
transactions are assumed to have occurred as of January 1, 1996 and October 20,
1995, the date of the related debt transactions, respectively. The
supplementary weighted average number of common and common equivalent shares
outstanding reflects 6,300,000 and 3,757,091 additional shares of common stock
assumed to be outstanding to effect these transactions, for the three and nine
months ended March 31, 1996, respectively.
NOTE 3: BUSINESS ACQUISITIONS
The following summarized unaudited pro forma information for significant
acquisitions (predominately the purchase of Bell Atlantic Business Systems
Services, Inc. ("BABSS")) shows the results of the Company's operations for
the nine-month periods presented as though the acquisitions had been made at the
beginning of each period presented.
<TABLE>
<CAPTION>
(in millions, except per share data)
Nine Months Ended March 31,
---------------------------
1996 1995
---- ----
<S> <C> <C>
Revenues $527 $505
Net income 21 17
Net income per common share:
Primary $0.91 $0.74
Fully diluted .91 .74
</TABLE>
NOTE 4: PRO FORMA BALANCE SHEET
The pro forma balance sheet at March 31, 1996 gives effect primarily to the
following: (i) the Offering (see Note 5) and the application of the net proceeds
therefrom of approximately $106 million to reduce the outstanding amount of the
1995 Term Loan by approximately $70 million and the repayment of the $30 million
face amount of the Affiliate Notes, and (ii) the automatic conversion of all
series of the Company's redeemable preferred stock into an aggregate 11,271,941
shares of common stock.
NOTE 5: SUBSEQUENT EVENTS
On April 10, 1996, the Company completed the Offering raising approximately $106
million through the issuance of 6.3 million shares of common stock. Concurrent
with the Offering, all of the Company's redeemable preferred stock converted
into common stock in accordance with the terms of each series thereof. In
anticipation of the Offering and the preferred stock conversion, the Company
increased its authorized common stock to 100 million shares.
On April 26, 1996, the Company converted its existing 1995 Term Loan and a
related $30 million revolving credit facility (the "1995 Revolving Credit
Facility") into a $225 million variable rate, unsecured revolving credit
facility. This new facility will reduce borrowing costs by 1.5% to less than
6.5% based on current rates. The facility requires no payment of principal
until April 26, 2001.
<PAGE> 8
DECISIONONE HOLDINGS CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THREE AND NINE MONTHS ENDED MARCH 31, 1996
Any statements set forth below or otherwise made in writing or orally by the
Registrant with regard to its expectations as to financial results and other
aspects of its business may constitute forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Although the
Registrant makes such statements based on assumptions which it believes to be
reasonable, there can be no assurance that actual results will not differ
materially from the Registrant's expectations. The Registrant hereby
identifies Risk Factors as disclosed in the Company's Registration Statement on
Form S-1, as amended, dated April 3, 1996, Registration Number 333-1256 (the
"Registration Statement").
RESULTS OF OPERATIONS:
Revenues: Revenues for the three months ended March 31, 1996 increased by
$131.0 million, or 314.5%, over the year earlier period revenues of $41.7
million. For the nine month period ended March 31, 1996, the increase was
$253.7 million, or 219.8% over the nine month period ended March 31, 1995.
These increases are primarily the result of the acquisition of BABSS which
occurred in October of 1995.
Gross profit: Gross profit for the three and nine months ended March 31, 1996
increased by 222.5% or $29.5 million and 238.2% or $61.7 million, respectively.
For the three and nine month periods ended March 31, 1996 and 1995, gross
profit as a percentage of revenues decreased from 31.8% to 24.7% and 30.1% to
26.1%, respectively, reflecting the change in mix of services resulting from
the BABSS acquisition. As a result of that acquisition, a smaller portion of
revenues is derived from proprietary systems which typically generate higher
profit margins than services for non-proprietary systems. In addition, a
greater percentage of revenues are currently generated from desk-top services,
the margins on which are slightly less than those on mainframe and mid-range
computer services.
Selling, general and administrative expenses: Selling, general and
administrative expenses increased from $5.4 million for the three months ended
March 31, 1995 to $22.3 million for the current three-month period, or an
increase of $16.9 million. For the nine months ended March 31, 1996, the
increase was $33.0 million, or 200.1% over the year earlier period. These
increases occurred as a result of the BABSS acquisition. As a percentage of
revenues, the percentages decreased from 13.1% and 14.3% to 12.9% and 13.4% for
the three and nine months ended March 31, 1996 and 1995, respectively,
reflecting economies of scale.
Amortization and write-off of intangibles: Amortization of intangibles
increased by $3.2 million from $1.6 million for the three months ended March
31, 1995 to $4.8 million for the three months ended March 31, 1996, and by $6.1
million from $4.5 million to $10.6
<PAGE> 9
million for the nine months ended March 31, 1996. These increases are due to
the amortization of intangibles arising from the BABSS acquisition.
Restructuring charges: During the nine months ended March 31, 1996, the
Company incurred $7.0 million in restructuring costs. These costs were related
principally to future rent obligations and related costs for facilities of the
Company that the Company determined were no longer required as a result of the
acquisition of BABSS.
Interest expense: Interest expense increased by $5.1 million and $9.4 million
for the three and nine month periods ended March 31, 1996, respectively,
principally as a result of the additional indebtedness incurred to finance the
BABSS acquisition.
Provision for income taxes: The income tax provisions for the current periods
are based on effective tax rates of approximately 40% whereas the effective tax
rates for the prior periods were approximately 15%. The income tax provisions
for the three and nine months ended March 31, 1995 were reduced by the tax
benefit from the utilization of prior year tax loss carryforwards. See Note 11
to the Notes to the Company's Consolidated Financial Statements for the year
ended June 30, 1995, contained in the Registration Statement.
LIMITATION ON USE OF NET OPERATING LOSS AND OTHER TAX CREDIT CARRYFORWARDS
At June 30, 1995, the Company had tax loss carryforwards of approximately $68.5
million, which expire between 2002 and 2009, and other tax credits of
approximately $0.6 million, available indefinitely, for federal income tax
purposes. The Company expects the Offering will result in an "ownership
change" pursuant to applicable regulations in effect under section 382 of the
Internal Revenue Code of 1986, as amended. The Company estimates that the use
of these tax loss carryforwards and other tax credits subsequent to the date of
the expected ownership change will be limited during any future period to
approximately $20 million per annum.
LIQUIDITY AND CAPITAL RESOURCES
On April 10, 1996, the Company consummated the Offering whereby it issued 6.3
million shares of common stock at $18 per share. As a result, the Company
received approximately $106 million of net proceeds which were used to retire
approximately $70 million of the 1995 Term Loan and $30 million face value of
the Affiliate Notes. The early extinguishment of the Affiliate Notes will
result in a write-off of original issue discount amounting to approximately $2
million, net of income taxes, during the quarter ending June 30, 1996.
On April 26, 1996, the Company entered into an unsecured Revolving Credit
Agreement (the "1996 Revolving Credit Agreement") which replaced the 1995 Term
Loan and the 1995 Revolving Credit Facility. Borrowings under the 1996
Revolving Credit Agreement are due April 26, 2001 and are at variable interest
rates based either on LIBOR plus an
<PAGE> 10
applicable margin not to exceed 1%, or prime rate. As of April 26, 1996, the
applicable rate was LIBOR plus 0.75% or an effective annual rate of
approximately 6.3%.
During the nine months ended March 31, 1996, cash flow from operations amounted
to $35.5 million. Cash required to fund the purchase of spare parts and capital
expenditures totaled $35.0 million for the nine months ended March 31, 1996.
The Company has no material commitments for purchases of spare parts or capital
expenditures.
The balance sheet reflects a deficiency in working capital as of March 31,1996
of $67 million. This deficiency arises largely because of the debt service
requirements from the Company's acquisitions and because operations require a
significant investment in repairable spare parts, which are classified as
non-current assets. However, as a result of the Offering and the replacement of
the 1995 Term Loan and the 1995 Revolving Credit Facility, the Company's
deficiency in working capital, on a pro forma basis, has been reduced to
approximately $7 million.
The allowance for uncollectible accounts at March 31, 1996 amounted to 10.5% of
trade receivables because of the Company's write-off experience with respect to
accounts receivable obtained by acquisition and the potential offset against an
original equipment manufacturer's trade receivable in respect of unreturned
unused and replaced parts. An increase of $4.2 million from June 30, 1995 to
March 31, 1996 arises from the Company's acquisition of the accounts receivable
of BABSS.
The Company maintains a high level of inventories of expendable and repairable
spare parts due to the wide range of products serviced, ranging from mainframe
to personal computers. Expendable parts are expensed as they are used in the
operations of the business. Repairable spare parts are recorded at cost at the
time of their acquisition and amortized over five years. The Company believes
it has provided adequate reserves for obsolescence for expendable inventories
and that accumulated amortization on repairable spare parts renders the need for
an obsolescence reserve with respect to repairable spare parts unnecessary.
At March 31, 1996, the Company's debt-to-equity ratio was approximately 14 to
1. After application of the net proceeds of the Offering, the debt-to-equity
ratio is approximately 1 to 1, which will substantially improve the Company's
ability to service the remainder of its bank debt with cash generated from
operations.
The Company believes that cash expected to be generated from operations,
together with its current credit facility will provide sufficient cash to meet
its working capital requirements, requirements for purchase of repairable spare
parts and debt service obligations and to finance any further capital
expenditures during the next twelve months.
<PAGE> 11
DECISIONONE HOLDINGS CORP.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities
Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
Pursuant to written consents executed by a majority of
security holders of the Company, on January 31, 1996 and
February 19, 1996, security holders of the Company voted to
(i) amend and restate the Company's Restated Certificate
of Incorporation to, inter alia, authorize the issuance of
additional shares of common stock of the Company, change
the name of the Company, and authorize the issuance of
additional series of preferred stock; (ii) amend and
restate the Company's By-laws; and (iii) amend and restate
the Company's Stock Option and Restricted Stock Purchase
Plan.
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Number Description of Documents
11 Computation of net income per share
27 Financial data schedule
(b) Reports on Form 8-K
Not applicable
<PAGE> 12
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.
DecisionOne Holdings Corp.
/s/ R. PETER ZIMMERMANN
-----------------------
R. Peter Zimmermann
Duly Authorized and Chief Financial Officer
Date: May 17, 1996
-----------------------
<PAGE> 1
DECISIONONE HOLDINGS CORP. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT FOR EARNINGS PER SHARE)
EXHIBIT 11
<TABLE>
<CAPTION>
Three Months Nine Months
Ended March 31, Ended March 31,
--------------------------------- -------------------------------
1996 1995 1996 1995
----------- ------------- ------------ -------------
<S> <C> <C> <C> <C>
Net Income $5,842 $4,660 $10,866 $10,179
========== ========== ========== ===========
Primary Income Per Share:
Weighted average number of common shares:
Shares outstanding, beginning of period 9,523 8,936 8,935 8,920
Average number of shares related to
common stock equivalents 1,925 1,871 2,019 1,618
Average number of shares issued for
employee stock options exercised 122 8
Average number of shares issued 127
Shares related to SAB 83 749 1,046 949 1,046
Shares from automatic conversion
of redeemable preferred stock
related to SAB 64 11,272 11,272 11,272 11,272
---------- ---------- ---------- -----------
Total weighted average common and
common equivalent shares outstanding 23,469 23,125 23,424 22,864
========== ========== ========== ===========
Net income per common share $0.25 $0.20 $0.46 $0.45
========== ========== ========== ===========
Fully Diluted Income Per Share:
Weighted average number of common shares:
Shares outstanding, beginning of period 9,523 8,936 8,935 8,920
Average number of shares related to
common stock equivalents 1,983 1,565 2,078 1,927
Average number of shares issued for
employee stock options exercised 122 8
Average number of shares issued 127
Shares related to SAB 83 749 1,046 949 1,046
Shares from automatic conversion
of redeemable preferred stock
related to SAB 64 11,272 11,272 11,272 11,272
---------- ---------- ---------- -----------
Total weighted average common and
common equivalent shares outstanding 23,527 22,819 23,483 23,173
========== ========== ========== ===========
Net income per common share $0.25 $0.20 $0.46 $0.44
========== ========== ========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION AT MARCH 31, 1996
(UNAUDITED) AND THE CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE NINE
MONTHS ENDED MARCH 31, 1996 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> MAR-31-1996
<CASH> 5,389
<SECURITIES> 0
<RECEIVABLES> 103,300
<ALLOWANCES> (10,832)
<INVENTORY> 31,099
<CURRENT-ASSETS> 137,974
<PP&E> 56,899
<DEPRECIATION> (24,323)
<TOTAL-ASSETS> 496,575
<CURRENT-LIABILITIES> 205,146
<BONDS> 0
39,038
0
<COMMON> 95
<OTHER-SE> 29,843
<TOTAL-LIABILITY-AND-EQUITY> 496,575
<SALES> 369,167
<TOTAL-REVENUES> 369,167
<CGS> 272,708
<TOTAL-COSTS> 272,708
<OTHER-EXPENSES> 64,313
<LOSS-PROVISION> 2,823
<INTEREST-EXPENSE> 11,220
<INCOME-PRETAX> 18,103
<INCOME-TAX> 7,237
<INCOME-CONTINUING> 10,866
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,866
<EPS-PRIMARY> 0.46
<EPS-DILUTED> 0.46
</TABLE>
