<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(MARK ONE)
[ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
--------------------------------------------
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM OCTOBER 1, 1996 TO DECEMBER 31, 1996
--------------- -----------------
Commission File Number 1-6098
--------------
DANIEL INDUSTRIES, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 74-1547355
- ------------------------------------ ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
9753 Pine Lake Drive, Houston, Texas 77055
------------------------------------------------------
(Address of principal executive offices) (Zip Code)
713-467-6000
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for 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
--- ---
On February 7, 1997, there were outstanding 17,080,170 shares of
Common Stock, $1.25 par value, of the registrant.
1
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
DANIEL INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEET
(in thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
December 31, September 30,
1996 1996
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,423 $ 8,409
Receivables, net of reserve of $1,252 and $1,029 . . . . . . . . . . . . . . 50,588 55,737
Costs and estimated earnings in excess of billings on uncompleted contracts 3,671 3,132
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,006 57,814
Deferred taxes on income . . . . . . . . . . . . . . . . . . . . . . . . . 8,807 7,440
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,618 6,547
---------- ----------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . 127,113 139,079
Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . 75,555 75,726
Intangibles and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . 30,907 33,964
---------- ----------
$ 233,575 $ 248,769
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 18,287 $ 17,356
Current maturities of long-term debt . . . . . . . . . . . . . . . . . . . . . 5,552 5,587
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,311 17,778
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,591 26,584
---------- ----------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . 72,741 67,305
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,233 34,702
Deferred taxes on income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,789 7,982
---------- ----------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 111,763 109,989
---------- ----------
Stockholders' equity:
Preferred stock, $1.00 par value, 1,000 shares authorized, 150 shares
designated as Series A junior participating preferred stock, no shares
issued or outstanding . . . . . . . . . . . . . . . . . . . . . . . .
Common stock, $1.25 par value, 40,000 shares authorized, 17,064 and
17,057 shares issued . . . . . . . . . . . . . . . . . . . . . . . . . 21,330 21,321
Capital in excess of par value . . . . . . . . . . . . . . . . . . . . . . . 90,732 90,678
Translation component . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,006) (3,465)
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,756 30,246
---------- ----------
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . 121,812 138,780
---------- ----------
$ 233,575 $ 248,769
========== ==========
</TABLE>
See accompanying NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
2
<PAGE> 3
DANIEL INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended December 31
-------------------------
1996 1995
---- ----
<S> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 53,975 $ 54,188
-------- --------
Costs and expenses:
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,272 34,338
Selling and administrative expenses . . . . . . . . . . . . . . . . . . . . 18,386 15,072
Research and development expenses . . . . . . . . . . . . . . . . . . . . . 943 383
Unusual items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,663 (1,185)
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,155 739
-------- --------
Total costs and expenses . . . . . . . . . . . . . . . . . . . . . . 73,419 49,347
-------- --------
Income (loss) before income tax expense (benefit) . . . . . . . . . . . . . . . (19,444) 4,841
Income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . (1,500) 2,031
-------- --------
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(17,944) $ 2,810
======== ========
Earnings (loss) per common share . . . . . . . . . . . . . . . . . . . . . . . . $ (1.05) $ 0.17
======== ========
Cash dividends per common share . . . . . . . . . . . . . . . . . . . . . . . . $ 0.03 $ 0.03
======== ========
Average number of shares outstanding . . . . . . . . . . . . . . . . . . . . . . 17,061 17,002
======== ========
</TABLE>
See accompanying NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
3
<PAGE> 4
DANIEL INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Condensed)
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended December 31,
-------------------------
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . $(17,944) $ 2,810
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Non-cash portion of unusual items . . . . . . . . . . . . . 5,751
Loss (gain) on divestitures of non-core product lines . . . 2,300 (1,185)
Depreciation and amortization . . . . . . . . . . . . . . . 3,042 2,389
Changes in operating assets and liabilities . . . . . . . . 9,264 (2,820)
-------- -------
Net cash provided by operating activities . . . . . . . . . . . . . . . 2,413 1,194
-------- -------
Cash flows from investing activities:
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . (3,107) (1,833)
Proceeds from sales of assets . . . . . . . . . . . . . . . . . . . . 1,116 10,703
-------- -------
Net cash provided by (used in) investing activities . . . . . . . . . . (1,991) 8,870
-------- -------
Cash flows from financing activities:
Net borrowings (payments) under notes payable . . . . . . . . . . . . 931 (3,833)
Payments on long-term debt . . . . . . . . . . . . . . . . . . . . . (4,504) (3,544)
Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . (546) (544)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
-------- -------
Net cash used in financing activities . . . . . . . . . . . . . . . . . (4,096) (7,921)
-------- -------
Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . 688 (59)
-------- -------
Increase (decrease) in cash and cash equivalents . . . . . . . . . . . . (2,986) 2,084
Cash and cash equivalents, beginning of period . . . . . . . . . . . . . 8,409 4,722
-------- -------
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . $ 5,423 $ 6,806
======== =======
</TABLE>
See accompanying NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
4
<PAGE> 5
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Note 1 - General
The foregoing financial statements have been prepared from the books
and records of Daniel Industries, Inc. ("Daniel" or the Company") without
audit. In the opinion of management, all adjustments, consisting only of
normal recurring adjustments, necessary for a fair statement of the results for
the interim periods presented, are reflected in the financial statements.
These condensed statements should be read in conjunction with the
financial statements and the related notes included in the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 1996.
On December 12, 1996, the Board of Directors of the Company approved a
change in the fiscal year to December 31 from September 30. This Transition
Report on Form 10-Q is filed for the three-month transition period.
The Company will adopt Financial Accounting Standards Board Statement
No. 123, "Accounting for Stock-Based Compensation" for its year ending December
31, 1997. The Company does not intend to elect expense recognition for stock
options and, therefore, implementation will not materially affect its financial
statements.
Note 2 - Merger
On December 12, 1996, the Company issued 4,920,392 shares of its
common stock in exchange for all of the outstanding common stock of Bettis
Corporation ("Bettis"). The merger has been accounted for as a pooling of
interests, and accordingly, the Company's financial statements have been
restated to include the operations of Bettis for all periods presented.
Separate results of operations for Daniel and Bettis follow:
<TABLE>
<CAPTION>
Quarter Ended December 31,
---------------------------
1996 1995
---- ----
(in thousands)
<S> <C> <C>
Revenues
Daniel . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 33,821 $ 39,453
Bettis . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,154 14,735
-------- --------
Combined . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 53,975 $ 54,188
======== ========
Net income (loss)
Daniel . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(17,589) (a) $ 2,175
Bettis . . . . . . . . . . . . . . . . . . . . . . . . . . . . (355) 635
-------- --------
Combined . . . . . . . . . . . . . . . . . . . . . . . . . . . $(17,944) $ 2,810
======== ========
</TABLE>
_________________________________
(a) Includes pretax charges of $16,663,000. See Note 3.
5
<PAGE> 6
Note 3 - Unusual Items
In the quarter ended December 31, 1996, the Company recorded unusual
charges for the following items:
<TABLE>
<CAPTION>
(in thousands)
<S> <C>
Downsizing of the Company's German operations . . . . . . . . . . . . . $ 5,100
Expenses incurred in connection with the Bettis merger . . . . . . . . 3,663
Re-organization costs, primarily severance . . . . . . . . . . . . . . 3,000
Writedowns of long-lived assets . . . . . . . . . . . . . . . . . . . . 2,600
Losses arising from the sale of product lines . . . . . . . . . . . . . 2,300
--------
Total unusual charges . . . . . . . . . . . . . . . . . . . . . . $ 16,663
========
</TABLE>
The unusual charges are a result of the Company's ongoing strategic
evaluation. The downsizing of the German operations resulted in charges for
asset impairments, inventory valuation adjustments and severance accruals.
Although not a part of the above total of unusual charges, the evaluations above
have resulted in the establishment of a deferred tax valuation allowance of
approximately $1,500,000 relative to the utilization of the German net operating
loss carryforward.
In addition to the German downsizing, during the period the Company
committed to disposing of certain insignificant, non-strategic product lines,
determined that certain long-lived assets were impaired, and provided accruals
for the severance costs of certain employees.
As previously reported in the Company's Annual Report on Form 10-K for
the year ended September 30, 1996, the Company sold in October 1995 a
non-manufacturing property for a pretax gain of $1,185,000.
Note 4 - Inventories
<TABLE>
<CAPTION>
December 31, September 30,
1996 1996
----------- ------------
(in thousands)
<S> <C> <C>
Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 26,036 $ 28,794
Work-in-process . . . . . . . . . . . . . . . . . . . . . . . . . . 12,809 13,581
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,803 21,865
-------- --------
Inventories before LIFO reserve . . . . . . . . . . . . . . . . 58,648 64,240
Less LIFO reserve . . . . . . . . . . . . . . . . . . . . . . . . . 6,642 6,426
-------- --------
Total inventories . . . . . . . . . . . . . . . . . . . . . . . $ 52,006 $ 57,814
======== ========
</TABLE>
Note 5 - Notes Payable
Notes payable at December 31, 1996 and September 30, 1996 of $18,287,000
and $17,356,000, respectively, consisted of borrowings under lines of credit
and notes to banks. Average interest rates ranged from 6% to 8.9% at December
31, 1996.
At December 31, 1996, the Company had both committed and uncommitted
short-term lines of credit aggregating approximately $78,000,000. Some of
these lines contain restrictions regarding the amount available for short-term
borrowings or the issuance of letters of credit. At December 31, 1996
approximately $44,000,000 was available for additional short-term borrowings.
6
<PAGE> 7
Note 6 - Long-Term Debt
<TABLE>
<CAPTION>
December 31, September 30,
1996 1996
----------- ------------
(in thousands)
<S> <C> <C>
Revolving credit facility (secured by Bettis' U.S. assets and stock of
its foreign subsidiaries); interest at prime rate (8.25% at
December 31, 1996 and September 30, 1996); interest payable
quarterly; principal due April 30, 1998 . . . . . . . . . . . . $ 21,100 $ 22,100
Payable to four insurance companies (unsecured); 11.5%; principal
payable in annual installments of $2,857,140; interest payable
semi-annually . . . . . . . . . . . . . . . . . . . . . . . . . 5,715 8,572
Note payable to bank (secured by Bettis' U.S. assets and stock of its
foreign subsidiaries); 5.95%; principal payable in quarterly
installments of $500,000; interest payable quarterly . . . . . 5,000 5,500
Term loan to bank (secured by assets of Bettis' Canadian operation);
interest at the Canadian prime rate (4.75% at December 31, 1996
and 6.5% at September 30, 1996); principal and interest payable
monthly; payable through August 31, 2001 . . . . . . . . . . . 1,733 1,835
Capital lease obligations . . . . . . . . . . . . . . . . . . . . . . 2,056 2,098
Miscellaneous obligations . . . . . . . . . . . . . . . . . . . . . 181 184
-------- --------
Total obligations . . . . . . . . . . . . . . . . . . . . . . . 35,785 40,289
Less portion due within one year . . . . . . . . . . . . . . . . . . 5,552 5,587
-------- --------
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . $ 30,233 $ 34,702
======== ========
</TABLE>
The terms of certain financing agreements contain, among other
provisions, requirements for maintaining defined levels of working capital, net
worth, capital expenditures and various financial ratios, including debt to
equity.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Quarter Ended December 31, 1996 vs. Quarter Ended December 31, 1995
On December 12, 1996, the Board of Directors of the Company approved a
change in the fiscal year to December 31 from September 30. This Transition
Report on Form 10-Q is filed for the three-month transition period.
Additionally, the reported results have been restated to include Bettis which
merged with a Daniel subsidiary in December 1996 in a transaction accounted
for as a pooling of interests.
The Company recorded pretax charges in the three months ended December
31, 1996 of $16,663,000 resulting in a net loss of $17,944,000, $1.05 per
share, for the quarter compared to net income of $2,810,000, $.17 per share,
for the same period in 1995. Unusual charges recorded in the current period
consist of the following:
7
<PAGE> 8
<TABLE>
<CAPTION>
(in thousands)
<S> <C>
Downsizing of the Company's German operations . . . . . . . . . . . . . $ 5,100
Expenses incurred in connection with the Bettis merger . . . . . . . . 3,663
Re-organization costs, primarily severance . . . . . . . . . . . . . . 3,000
Writedowns of long-lived assets . . . . . . . . . . . . . . . . . . . . 2,600
Losses arising from the sale of product lines . . . . . . . . . . . . . 2,300
--------
Total unusual charges . . . . . . . . . . . . . . . . . . . . . . $ 16,663
========
</TABLE>
The unusual charges are a result of the Company's ongoing strategic
evaluation. The downsizing of the German operations resulted in charges for
asset impairments, inventory valuation adjustments and severance accruals.
Although not a part of the above total of unusual charges, the evaluations
above have resulted in the establishment of a deferred tax valuation allowance
of approximately $1,500,000 relative to the utilization of the German net
operating loss carryforward.
In addition to the German downsizing, during the period the Company
committed to disposing of certain insignificant, non-strategic product lines,
determined that certain long-lived assets were impaired, and provided accruals
for the severance costs of certain employees.
Revenues for the three months ended December 31, 1996 were
$53,975,000, compared to $54,188,000 for the same period in 1995. Revenues
from businesses acquired by both Daniel and Bettis in 1996 of $8,133,000 were
offset by a decline in revenues from sales of valve products due to the timing
of orders and inclusion in the prior year of revenues aggregating $4,815,000
from divested operations.
Gross margin for the three months ended December 31, 1996 declined to
33% of revenues compared to 37% in the prior period. The decline was due
primarily to a change in the product mix of actuators sold.
Selling and administrative ("S&A") expenses increased $3,314,000 to
$18,386,000 in the current period due primarily to S&A expenses of companies
acquired in 1996. Research and development expenses increased $560,000
representing increased expenditures on certain electronic development projects.
In the three months ended December 31, 1995, the Company sold a
non-manufacturing property in Germany resulting in a pretax gain of $1,185,000.
Interest expense increased $416,000 due primarily to increased
borrowings which were used to fund acquisitions by both Daniel and Bettis in
1996.
The effective tax rate in the current period is different from the
U.S. statutory rate due primarily to losses of the German operations for which
no tax benefits are currently recognizable and the non-deductibility of certain
expenses associated with the Bettis merger.
Liquidity and Capital Resources
The primary sources of the Company's liquidity for the quarter ended
December 31, 1996 were internally generated funds and proceeds from sales of
assets. These funds were used primarily for capital expenditures, payments on
short-term and long-term debt and the payment of dividends.
Working capital decreased $17,402,000 from September 30, 1996 to
$54,372,000 at December 31, 1996 due primarily to (1) writedowns of inventories
associated with the planned sales of product lines; (2) increased accrued
expenses associated with the cash portion of the unusual charges expected to be
paid in 1997 and (3) decreased receivables due to lower sales volume in the
quarter ended December 31, 1996 compared to the quarter
8
<PAGE> 9
ended September 30, 1996. Daniel considers its financial position to be strong
with a current ratio as of December 31, 1996 of 1.7 to 1.0. Working capital at
December 31, 1996 included $60,813,000 in inventory and deferred tax assets,
which are not as liquid as other current assets.
At December 31, 1996, the Company had both committed and uncommitted
short-term lines of credit aggregating approximately $78,000,000. Some of
these lines contain restrictions regarding the amount available for short-term
borrowings or the issuance of letters of credit. At December 31, 1996
approximately $44,000,000 was available for short-term borrowings.
Capital expenditures for the quarter ended December 31, 1996 were
$3,107,000. The Company continues to seek acquisitions that would build upon
its expertise in the manufacture and sale of fluid measurement, flow control,
actuation and analytical products and services.
The Company believes that its working capital, cash generated from
operations and amounts available under its short-term lines of credit will be
adequate to meet its operating needs for the foreseeable future.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is subject to legal proceedings and claims which arise in
the ordinary course of business. In the opinion of management, the amount of
ultimate liability with respect to these actions will not materially affect the
financial position of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At a special meeting of stockholders held on December 12, 1996 the
following proposals were approved:
<TABLE>
<CAPTION>
Broker
For Against Abstain Non-Votes
--- ------- ------- ---------
<S> <C> <C> <C> <C> <C>
1. Approval of the Agreement and Plan of
Merger involving Bettis . . . . . . . 9,065,854 495,478 30,692 214,466
2. Approval of an amendment to the Company's
Certificate of Incorporation to increase
the number of authorized shares of common
stock from 20,000,000 to 40,000,000 . 8,751,777 1,012,824 41,889 0
</TABLE>
ITEM 5. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
*10.1 - Amendment to the Company's 1995 Non-Employee
Directors' Stock Option Plan
10.2 - Amended and Restated Credit Agreement between Bank
One, Texas N.A. and Bettis Corporation dated July
8, 1996, filed as Exhibit 10.4 To Bettis
Corporation's, Commission File Number 0-23568,
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996, and hereby incorporated by
reference herein.
27 - Financial Data Schedule
- -----------
*Management contract or compensatory plan or arrangement.
(b) During the quarter for which this report is filed, the Company
filed a Current Report on Form 8-K dated December 12, 1996,
which described the Bettis merger, the increase in the number
of authorized shares of common stock and the change in fiscal
year.
9
<PAGE> 10
SIGNATURE
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.
DANIEL INDUSTRIES, INC.
-------------------------------
(Registrant)
Date: February 13, 1997 By:/s/ James M. Tidwell
--------------------- ----------------------------
Executive Vice President and
Chief Financial Officer
10
<PAGE> 11
INDEX TO EXHIBITS
Exhibit
No. Description
------- -----------
10.1 - Amendment to the Company's 1995 Non-Employee
Directors' Stock Option Plan
10.2 - Amended and Restated Credit Agreement between Bank
One, Texas N.A. and Bettis Corporation dated July 8,
1996, filed as Exhibit 10.4 To Bettis Corporation's,
Commission File Number 0-23568, Quarterly Report on Form
10-Q for the quarter ended June 30, 1996, and hereby
incorporated by reference herein.
27 - Financial Data Schedule
<PAGE> 1
EXHIBIT 10.1
AMENDMENT TO NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
The second paragraph of Article 9 of the Daniel Industries, Inc., 1995
Non-Employee Directors' Stock Option Plan is amended to read:
"In the event an optionee gives notice that he does not intend to
stand for reelection or is given notice that he will be asked to
retire from the Board of Directors, then, notwithstanding Article 6
hereof, the Option shall become exercisable with respect to all shares
subject thereto, and the Option shall terminate on the earlier of one
year from the date of the annual meeting of stockholders at which the
optionee's term would have expired or the date of expiration of the
Option."
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> OCT-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 5,423
<SECURITIES> 0
<RECEIVABLES> 51,840
<ALLOWANCES> 1,252
<INVENTORY> 52,006
<CURRENT-ASSETS> 127,113
<PP&E> 75,555
<DEPRECIATION> 0
<TOTAL-ASSETS> 233,575
<CURRENT-LIABILITIES> 72,741
<BONDS> 0
<COMMON> 21,330
0
0
<OTHER-SE> 100,482
<TOTAL-LIABILITY-AND-EQUITY> 233,575
<SALES> 53,975
<TOTAL-REVENUES> 53,975
<CGS> 36,272
<TOTAL-COSTS> 36,272
<OTHER-EXPENSES> 35,992<F1>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,155
<INCOME-PRETAX> (19,444)
<INCOME-TAX> (1,500)
<INCOME-CONTINUING> (17,944)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (17,944)
<EPS-PRIMARY> (1.05)
<EPS-DILUTED> (1.05)
<FN>
<F1>AMOUNT IS COMPRISED OF SELLING AND ADMINISTRATIVE EXPENSES OF
$18,386,000, RESEARCH AND DEVELOPMENT EXPENSE OF $943,000 AND UNUSUAL
ITEMS OF $16,663,000.
</FN>
</TABLE>
