<PAGE>
<PAGE>
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 No. 1-7200
Wynn's International, Inc.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 95-2854312
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 North State College Blvd., Ste. 700, Orange, CA 92868
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code (714) 938-3700
_______________________________________________________________________________
Former name, former address & former fiscal year, if changed since last report.
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 [ ]
At May 5, 1998, Registrant had 19,338,583 shares of common stock outstanding.
<PAGE>
<PAGE>
WYNN'S INTERNATIONAL, INC.
I N D E X
---------
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I - Financial Information
Item 1 - Financial Statements:
Consolidated Condensed Balance Sheets -
March 31, 1998 (unaudited) and
December 31, 1997 2
Unaudited Consolidated Condensed Statements
of Income - Three Months Ended March 31,
1998 and 1997 3
Unaudited Consolidated Condensed Statements
of Cash Flows - Three Months Ended March 31,
1998 and 1997 4
Notes to Unaudited Consolidated Condensed
Financial Statements 5-6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-9
Part II - Other Information
Item 1 - Legal Proceedings 10
Item 4 - Submission of Matters to a Vote of
Security Holders 11
Item 6 - Exhibits and Reports on Form 8-K 12
Signatures 13
</TABLE>
<PAGE>
<PAGE>
WYNN'S INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
March 31
1998 December 31
(unaudited) 1997
----------- -----------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 45,617 $ 43,266
Accounts receivable, less $993 allowance for
doubtful accounts ($959 at December 31, 1997) 61,851 56,355
Inventories:
Finished goods 21,689 19,821
Raw materials and work in process 11,145 11,224
-------- --------
32,834 31,045
Prepaid expenses and other current assets
(including deferred tax assets of $13,167 at
March 31, 1998 and $12,208 at December 31, 1997) 18,239 17,217
-------- --------
Total current assets 158,541 147,883
Property, plant and equipment, at cost less
accumulated depreciation and amortization 48,603 48,341
Other assets 10,959 10,867
-------- --------
$218,103 $207,091
======== ========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Accounts payable $ 22,759 $ 20,696
Taxes based on income 5,447 1,264
Accrued liabilities 37,307 39,426
-------- --------
Total current liabilities 65,513 61,386
Deferred taxes based on income 7,583 7,825
Other liabilities 10,623 10,357
Commitments and contingencies
Stockholders' equity:
Preferred stock, $1 par value;
500,000 shares authorized, none issued - -
Common stock, $1 par value;
40,000,000 shares authorized, 21,898,056
shares issued (21,860,511 at December 31, 1997) 21,898 21,861
Capital in excess of par value 2,609 2,323
Retained earnings 143,793 137,457
Accumulated other comprehensive income (equity
adjustment from foreign currency translation) (5,258) (5,033)
Unearned compensation (64) (58)
Common stock held in treasury 2,583,007 shares,
at cost (2,623,087 at December 31, 1997) (28,594) (29,027)
-------- --------
Total stockholders' equity 134,384 127,523
-------- --------
$218,103 $207,091
======== ========
</TABLE>
See accompanying notes
2
<PAGE>
<PAGE>
WYNN'S INTERNATIONAL, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31
-----------------------
1998 1997
-------- --------
<S> <C> <C>
Revenues:
Net sales $ 85,809 $ 77,887
Interest income 589 667
-------- --------
86,398 78,554
-------- --------
Cost and expenses:
Cost of sales 52,126 47,615
Selling, general & administrative 22,275 20,801
Interest expense 63 55
-------- --------
74,464 68,471
-------- --------
Income before taxes based on income 11,934 10,083
Provision for taxes based on income 4,440 3,781
-------- --------
Net income $ 7,494 $ 6,302
======== ========
Income per share of common stock:
Basic $.39 $.31
======== ========
Diluted $.38 $.30
======== ========
Cash dividend per common share $.06 $.0533
======== ========
</TABLE>
See accompanying notes
3
<PAGE>
<PAGE>
WYNN'S INTERNATIONAL, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31
-----------------------
1998 1997
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 7,494 $ 6,302
Adjustments:
Depreciation and amortization 2,084 1,933
Provision for uncollectible accounts 64 74
Amortization of stock compensation 9 50
Gain on sale of property, plant & equipment - (8)
Benefit for deferred income taxes (1,172) (378)
Changes in operating assets and liabilities:
Accounts receivable (net) (5,560) (7,187)
Inventories (1,789) (1,027)
Prepaid expenses and other current assets (63) (612)
Other assets (190) 2
Accounts payable 2,063 262
Product warranty program reserves 258 237
Taxes based on income 4,183 746
Accrued liabilities (1,347) (590)
Other liabilities 266 276
-------- --------
Net cash provided by operating activities 6,300 80
-------- --------
Cash flows from investing activities:
Additions to property, plant and equipment (2,299) (3,160)
Other - net 19 288
-------- --------
Net cash used in investing activities (2,280) (2,872)
-------- --------
Cash flows from financing activities:
Payments of long-term debt - (26)
Dividends paid (2,188) (2,013)
Proceeds from exercise of stock options 763 405
Purchase of treasury stock (22) -
-------- --------
Net cash used in financing activities (1,447) (1,634)
-------- --------
Effect of exchange rate changes (222) (1,033)
-------- --------
Net increase (decrease) in cash and cash equivalents 2,351 (5,459)
-------- --------
Cash and cash equivalents at beginning of year 43,266 53,304
-------- --------
Cash and cash equivalents at March 31 $ 45,617 $ 47,845
======== ========
</TABLE>
See accompanying notes
4
<PAGE>
<PAGE>
WYNN'S INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 1998 AND 1997
1) The accompanying unaudited consolidated condensed financial statements
include all adjustments which in the opinion of management are necessary
for a fair presentation of the information for the interim period herein
reported. These unaudited consolidated condensed financial statements
should be read in conjunction with the consolidated financial statements
included in the 1997 Annual Report to Stockholders.
2) The results of operations for the three months ended March 31, 1998 are
not necessarily indicative of results of operations for the year ending
December 31, 1998. Accounting measurements at interim dates inherently
involve greater imprecision than at year-end, which is due, in part, to
increased reliance on the use of estimates at interim dates.
3) Cash payments for interest and income taxes are as follows:
<TABLE>
<CAPTION>
Three months ended March 31
---------------------------
1998 1997
---------- ----------
<S> <C> <C>
Interest $ 22,000 $ 23,000
Income taxes 1,429,000 3,413,000
</TABLE>
4) The number of shares used in the calculation of basic and diluted
earnings per share information is as follows:
<TABLE>
<CAPTION>
Three months ended March 31
---------------------------
1998 1997
---------- ----------
<S> <C> <C>
Basic 19,289,183 20,560,506
Diluted 19,935,286 21,244,515
</TABLE>
The number of shares and the related earnings per share data for the
period ended March 31, 1997 have been adjusted retroactively to reflect
the 3 for 2 stock split effected in December 1997.
5
<PAGE>
<PAGE>
WYNN'S INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998 AND 1997
5) As of January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, Reporting Comprehensive Income. Statement
130 establishes new rules for the reporting and display of comprehensive
income and its components; however, the adoption of this statement had no
impact on the Company's net income or stockholders' equity. Statement
130 requires the Equity Adjustment From Foreign Currency Translation
account to be reported as Accumulated Other Comprehensive Income on the
Company's Consolidated Condensed Balance Sheets. The statement also
requires foreign currency translation adjustments to be reported as a
component of comprehensive income.
During the three months ended March 31, 1998 and 1997, total
comprehensive income was $7,269,000 and $5,175,000, respectively. The
reported amounts for total comprehensive income differ from net income
due to foreign currency translation adjustments of $(225,000) and
$(1,127,000), for the three months ended March 31, 1998 and 1997,
respectively. The tax effect related to foreign currency translation
adjustments is immaterial and has not been recognized as part of
Comprehensive Income or in Accumulated Other Comprehensive Income on the
Company's Consolidated Condensed Balance Sheets.
6) In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 131, Disclosures about Segments of
an Enterprise and Related Information. Statement 131 establishes
standards for the way that public business enterprises report information
about operating segments in annual financial statements and requires that
those enterprises report selected information about operating segments in
interim financial reports. It also establishes standards for related
disclosures about products and services, geographic areas and major
customers. Statement 131 is effective for financial statements for fiscal
years beginning after December 15, 1997, and therefore the Company will
adopt the new requirements retroactively in 1998. As allowed by Statement
131, the Company has elected not to apply the statement's standards to
interim financial statements in 1998. The Company is in the process of
evaluating the impact of Statement 131 on the Company's reported segments.
6
<PAGE>
<PAGE>
WYNN'S INTERNATIONAL, INC.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
Comparison of the three months ended March 31, 1998 and 1997
- ------------------------------------------------------------
Net sales for the first quarter of 1998 were $85.8 million, a 10% increase
compared to sales of $77.9 million in the first quarter of 1997. Sales of
the Automotive and Industrial Components Division, which is comprised of
Wynn's-Precision, Inc. (Precision), a Lebanon, Tennessee-based supplier of
O-rings, seals and molded rubber products, and Robert Skeels & Company
(Skeels), a small regional wholesale distributor of builders hardware products,
increased 13% in the first quarter of 1998 compared to the first quarter of
1997, primarily reflecting higher sales volume at Precision. Precision's
sales increased at all divisions, with the most significant growth
occurring at its Tennessee and Virginia operations. The increase in sales
at Precision's Tennessee operation, which manufactures and sells primarily
O-rings, was due mainly to higher sales to the automotive, heavy truck and
off-road markets. A small increase in U.S. automotive production rates
during the most recent quarter compared to the prior year helped contribute
to the increase in revenues. The increase in sales at Precision's Virginia
operation was due to growth of its expanded composite gasket product line.
Sales at Skeels were approximately the same in the first quarter of 1998
compared to the same quarter in 1997.
Sales at the Specialty Chemicals Division, principally car care products,
increased 7% in the first quarter of 1998 compared to the same quarter in
1997. Excluding the effect of foreign exchange rate fluctuations, total
net sales of this Division would have increased 12% in the most recent
quarter compared to the same quarter in 1997. Sales increased 15% in the
U.S. compared to the prior year primarily due to higher sales of the
division's product warranty programs and professional products, partially
offset by lower export sales to Asian distributors. Foreign subsidiary
sales increased 2% in the most recent quarter compared to the prior year
despite the continued negative translation effect of the strong U.S.
dollar.
The consolidated cost of sales in the first quarter of 1998 decreased to
60.7% of sales compared to 61.1% in the first quarter of 1997. The
increase in the consolidated gross margin percentage was due to the
increase in the gross margin percentage at Precision, mainly attributable
to the higher volumes at its Tennessee and Virginia operations.
Precision's gross margin in the second quarter from production at two
plants in Lebanon, Tennessee may be impacted due to a labor strike that
began on April 20, 1998 and concluded on May 10, 1998. Under the terms of
the settlement, Precision and the union will enter into a new three-year
collective bargaining agreement with the same economic package offered by
Precision in the negotiations immediately prior to the strike. See
Forward-Looking Statements. The gross margin percentage also increased at
the Specialty Chemicals Division due to a change in its sales mix to higher
margin products.
Selling, general and administrative (SG&A) expenses in the first quarter of
1998 were $22.3 million (26.0% of sales) compared to $20.8 million (26.7% of
sales) for the first quarter of 1997. The increase in SG&A expenses was
primarily due to
7
<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- -------------------------------------------------
higher expenses at the Specialty Chemicals Division and at Precision,
reflecting the higher sales volumes. As a percentage of sales, SG&A expenses
declined at Precision due to the higher revenues and constant monitoring of
costs, but increased at the Specialty Chemicals Division, primarily due to
the higher sales of product warranty programs. Corporate operating
expenses decreased in the first quarter of 1998 compared to the first
quarter of 1997.
Income before taxes based on income increased 18% to $11.9 million in 1998
from $10.1 million in the first quarter of 1997. In the Automotive and
Industrial Components Division, Precision's operating profit increased 19%
compared to the first quarter of 1997 due to the higher sales. The
Specialty Chemicals Division recorded a 10% increase in operating profit in
the quarter ended March 31, 1998 due primarily to improved results in its
North American and European operations.
The effective tax rate in the first quarter of 1998 was 37.2%, down from
the 37.5% tax rate in the first quarter of 1997, but the same as the full
year 1997 rate of 37.2%.
Net income increased 19% to $7.5 million in the first quarter of 1998
compared to $6.3 million in the first quarter of 1997 as a result of the
increase in pretax income. Basic income per share in the first quarter of
1998 increased 26% to $.39 from $.31 in 1997, due to the higher net income
and fewer shares outstanding. The number of shares used in the calculation
of basic earnings per share decreased 6% in 1998 due primarily to the
repurchase in April 1997 of 1,650,000 shares of the Company's outstanding
stock pursuant to a Dutch Auction self-tender offer. Diluted earnings per
share increased 27% in the first quarter of 1998 compared to 1997 for the
same reasons as the increase in basic earnings per share.
FINANCIAL CONDITION
- -------------------
Working capital at the end of the first quarter was $93.0 million compared
to $86.5 million at December 31, 1997. The current ratio at the end of the
first quarter was 2.42 to 1 compared to 2.41 to 1 at December 31, 1997.
The Company has adequate cash and cash equivalents and lines of credit to
meet foreseeable working capital requirements.
Cash and cash equivalents were $45.6 million at March 31, 1998 compared to
$43.3 million at December 31, 1997. The increase in cash and cash
equivalents was primarily due to cash provided by operating activities,
partially offset by normal investing and financing activities.
Accounts receivable increased $5.5 million to $61.9 million at March 31,
1998 from $56.4 million at December 31, 1997. This increase was primarily
due to the higher sales at Precision and the Specialty Chemicals Division.
Inventories increased $1.8 million to $32.8 million at the end of the first
quarter of this year compared to the $31.0 million at December 31, 1997.
Inventories increased at the Specialty Chemicals Division, primarily in the
U.S. professional products division, but remained approximately the same at
Precision.
8
<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- -------------------------------------------------
During the three months ended March 31, 1998, the Company purchased $2.3
million of new property, plant and equipment, primarily for the Automotive
and Industrial Components Division. The Company anticipates that capital
expenditures will be approximately $13 million in 1998.
Stockholders' equity at March 31, 1998 was $134.4 million or $6.96 per
share compared to $127.5 million or $6.63 per share at December 31, 1997.
The increase of $6.9 million is attributable to net income of $7.5 million,
$.8 million from the exercise of stock options, reduced by $1.2 million of
dividends declared and a $.2 million decrease in the foreign currency
translation account.
As reported on a Form 8-K dated April 20, 1998 and filed on April 27,
1998, a labor union went on strike on April 20, 1998 at two of Precision's
Lebanon, Tennessee facilities. On May 10, 1998, Precision reached a
settlement with the union. Under the terms of the settlement, Precision
and the union will enter into a new three-year collective bargaining
agreement with the same economic package offered by Precision in the
negotiations immediately prior to the strike. Precision will begin
recalling striking workers on May 12, 1998.
FORWARD-LOOKING STATEMENTS
- --------------------------
The preceding financial statements and Management's Discussion and
Analysis contain various "forward-looking statements" representing the
Company's expectations or beliefs concerning future events. The statements
include the following: Precision's gross margin in the second quarter and
the conclusion of its labor strike; the anticipated level of capital
expenditures; and the sufficiency of working capital.
The Company cautions that these statements are further qualified by
important factors that could cause actual results to differ materially from
those in the forward-looking statements, including the following:
Precision's ability to return to normal production at its two Lebanon,
Tennessee production facilities subsequent to the May 10, 1998 resolution
of the labor strike; sales of new and used cars in the U.S.; automotive and
off-road construction vehicle production rates in North America; currency
exchange rates relative to the U.S. dollar; the impact of competitive
products and pricing; regulatory or technical developments or subsequently
developed information causing an increase in the Company's estimated
liability for environmental matters and related litigation; and general
economic conditions, especially in North America and Western Europe.
The Company's actual results thus may differ materially from the expected
results expressed or implied by the forward-looking statements.
9
<PAGE>
<PAGE>
WYNN'S INTERNATIONAL, INC.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
Various claims and actions, considered normal to Registrant's business,
have been asserted and are pending against Registrant and its subsidiaries.
Registrant believes that such claims and actions should not have any
material adverse effect upon the consolidated results of operations, cash
flows or the financial position of Registrant based on information
presently known to Registrant.
In late April 1998, Wynn Oil Company, a wholly-owned subsidiary of the
Company, was served with three additional lawsuits relating to groundwater
contamination in the San Gabriel Valley, California. The lawsuits were
captioned Jeff Adler, et. al. v. Southern California Water Company, et.
-------------------------------------------------------------
al. (Superior Court of California for the County of Los Angeles, Case No.
- ---
BC 169892), Christine Boswell, et. al. v. Suburban Water Systems, et. al.
-------------------------------------------------------------
(Superior Court of California for the County of Los Angeles, Case No. KC
027318), and Lorretta Celi, et. al. v. San Gabriel Valley Water Company,
-----------------------------------------------------------
et. al. (Superior Court of California for the County of Los Angeles, Case
- -------
No. GC 020622). The three cases have a total of approximately one hundred
seventy-five plaintiffs. The lawsuits allege that contaminated drinking
water was supplied to the plaintiffs and the plaintiffs suffered personal
injury and property damage as a consequence thereof. The plaintiffs are
seeking an unspecified amount of compensatory and punitive damages and
other relief based on theories of negligence, strict liability, absolute
liability, negligence per se, wrongful death, trespass, nuisance and
fraudulent concealment. The Company intends to defend each of the actions
vigorously.
10
<PAGE>
<PAGE>
WYNN'S INTERNATIONAL, INC.
PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders on April 29, 1998. At such
meeting, the stockholders approved the following matters:
1. The election of three directors for three-year terms ending in 2001;
2. The approval of Ernst & Young LLP as independent auditors of the
Company for the fiscal year ending December 31, 1998; and
3. The approval of an amendment to the Company's Certificate of
Incorporation to reduce the par value of the Company's Common Stock
from $1.00 per share to $0.01 per share.
The number of votes cast for or withheld and the number of abstentions as to
each matter voted upon at the meeting are as follows:
<TABLE>
<CAPTION>
Item For Withheld
---- --- --------
<S> <C> <C>
Election of Directors:
Bryan L. Herrmann 16,874,679 197,824
Robert H. Hood, Jr. 16,874,679 197,824
Richard L. Nelson 16,874,580 197,923
<CAPTION>
Item For Against Abstained
---- --- ------- ---------
<S> <C> <C> <C>
Appointment of Ernst
& Young LLP 16,897,065 142,880 32,459
Amend Certificate
of Incorporation 16,962,790 97,988 11,725
</TABLE>
The terms of office of the following directors continued after the meeting:
Barton Beek, Wesley E. Bellwood, James Carroll and James D. Woods. Donald C.
Trauscht was elected as a director at the meeting of the Board of Directors
following the Annual Meeting of Stockholders.
11
<PAGE>
<PAGE>
WYNN'S INTERNATIONAL, INC.
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
11 - Computation of net income per common share - basic and
assuming dilution.
27 - Financial data schedule.
(b) On April 27, 1998, Registrant filed a Report on Form 8-K dated April 20,
1998 (the "Form 8-K"). The Form 8-K attached and incorporated by
reference Registrant's April 23, 1998 press release announcing a strike
at two of the Lebanon, Tennessee manufacturing facilities of
Wynn's-Precision, Inc. No financial statements were filed with the Form
8-K.
12
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<PAGE>
WYNN'S INTERNATIONAL, INC.
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.
WYNN'S INTERNATIONAL, INC.
--------------------------------------------
(Registrant)
Date May 13, 1998 James Carroll
------------------------ ---------------------------------------------
James Carroll
Chairman and Chief Executive Officer
Date May 13, 1998 Seymour A. Schlosser
------------------------ ---------------------------------------------
Seymour A. Schlosser
Vice President-Finance
(Principal Financial and Accounting Officer)
13
<PAGE>
<PAGE>
WYNN'S INTERNATIONAL, INC.
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
11 Computation of Net Income Per Common Share - Basic
and Assuming Dilution
27 Financial Data Schedule (included with EDGAR version
only)
<PAGE>
<PAGE>
Exhibit 11
WYNN'S INTERNATIONAL, INC.
COMPUTATION OF NET INCOME PER COMMON SHARE - BASIC
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31
-------------------------
1998 1997
---------- ----------
<S> <C> <C>
Net income $ 7,494 $ 6,302
========== ==========
Weighted average number of shares issued 19,289,183 20,560,506
========== ==========
Income per common share $.39 $.31
========== ==========
COMPUTATION OF NET INCOME PER COMMON SHARE - ASSUMING DILUTION
(Dollars in Thousands, Except Per Share Amounts)
<CAPTION>
Three Months Ended
March 31
-------------------------
1998 1997
---------- ----------
<S> <C> <C>
Net income $ 7,494 $ 6,302
========== ==========
Weighted average number of shares issued 19,289,183 20,560,506
Net shares assumed issued using the treasury
stock method for stock options outstanding
during each period based on average market
price 638,372 678,543
Net shares assumed issued for performance shares
pending issuance based on satisfaction of
vesting requirements 7,731 5,466
---------- ----------
Diluted shares 19,935,286 21,244,515
========== ==========
Income per common share $.38 $.30
========== ==========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS CONTAINED IN FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 45,617
<SECURITIES> 0
<RECEIVABLES> 62,844
<ALLOWANCES> 993
<INVENTORY> 32,834
<CURRENT-ASSETS> 158,541
<PP&E> 48,603<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 218,103
<CURRENT-LIABILITIES> 65,513
<BONDS> 0
0
0
<COMMON> 21,898
<OTHER-SE> 112,486
<TOTAL-LIABILITY-AND-EQUITY> 218,103
<SALES> 85,809
<TOTAL-REVENUES> 86,398
<CGS> 52,126
<TOTAL-COSTS> 52,126
<OTHER-EXPENSES> 22,211
<LOSS-PROVISION> 64
<INTEREST-EXPENSE> 63
<INCOME-PRETAX> 11,934
<INCOME-TAX> 4,440
<INCOME-CONTINUING> 7,494
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,494
<EPS-PRIMARY> .39
<EPS-DILUTED> .38
<FN>
<F1>Property, Plant and Equipment, At Cost Less Accumulated Depreciation and
Amortization
</FN>
</TABLE>
