<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 JUNE 30, 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 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 August 11, 1998, there were outstanding 17,493,358 shares of Common
Stock, $1.25 par value, of the registrant.
<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>
June 30, December 31,
1998 1997
--------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ................................................. $ 6,124 $ 7,563
Receivables, net of reserve of $1,485 and $1,645 .......................... 63,771 60,908
Costs and estimated earnings in excess of billings
on uncompleted contracts .......................................... 5,887 6,635
Inventories ............................................................... 51,028 49,688
Deferred taxes on income .................................................. 5,692 5,957
Other ..................................................................... 5,631 4,713
--------- ---------
Total current assets .............................................. 138,133 135,464
Property, plant and equipment, net ............................................. 64,441 62,990
Intangibles and other assets ................................................... 36,069 35,500
--------- ---------
Total assets ...................................................... $ 238,643 $ 233,954
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable .............................................................. $ 2,262 $ 7,984
Current maturities of long-term debt ....................................... 7,594 7,602
Accounts payable ........................................................... 18,898 21,441
Accrued liabilities ........................................................ 21,803 21,387
--------- ---------
Total current liabilities .......................................... 50,557 58,414
Long-term debt ................................................................. 41,166 37,283
Deferred taxes on income ....................................................... 7,744 7,831
--------- ---------
Total liabilities .................................................. 99,467 103,528
--------- ---------
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, 17,455
and 17,321 shares issued ........................................... 21,819 21,651
Capital in excess of par value ............................................. 95,924 94,218
Accumulated other comprehensive income ..................................... (4,377) (4,684)
Retained earnings .......................................................... 25,810 19,241
--------- ---------
Total stockholders' equity ......................................... 139,176 130,426
--------- ---------
Total liabilities and stockholders' equity ......................... $ 238,643 $ 233,954
========= =========
</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 Six Months Ended
June 30, June 30,
--------------------- ---------------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues ........................................................ $ 77,300 $ 67,229 $144,510 $126,136
Cost of sales ................................................... 48,643 42,896 90,196 81,007
-------- -------- -------- --------
Gross margin .................................................... 28,657 24,333 54,314 45,129
Selling, engineering and
administrative expenses .................................... 20,857 19,584 40,077 38,516
-------- -------- -------- --------
Operating Income ................................................ 7,800 4,749 14,237 6,613
Interest and other expenses, net ............................... 772 419 1,221 1,146
-------- -------- -------- --------
Income before income taxes ...................................... 7,028 4,330 13,016 5,467
Income taxes .................................................... 2,635 1,819 4,881 2,272
-------- -------- -------- --------
Net income ...................................................... $ 4,393 $ 2,511 $ 8,135 $ 3,195
======== ======== ======== ========
Income per common share:
Basic ...................................................... $ .25 $ .15 $ .47 $ .19
======== ======== ======== ========
Diluted .................................................... $ .24 $ .15 $ .45 $ .18
======== ======== ======== ========
Cash dividends per common share ................................. $ .045 $ .045 $ .090 $ .090
======== ======== ======== ========
Average basic shares outstanding ................................ 17,411 17,090 17,371 17,085
======== ======== ======== ========
Average diluted shares outstanding .............................. 18,077 17,281 18,038 17,277
======== ======== ======== ========
</TABLE>
DANIEL INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
June 30, June 30,
--------------------- ---------------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net income ...................................................... $ 4,393 $ 2,511 $ 8,135 $ 3,195
Other comprehensive income, net of tax:
Foreign currency translation adjustment ................... (199) (297) 307 (2,613)
-------- -------- -------- --------
Comprehensive income ............................................ $ 4,194 $ 2,214 $ 8,442 $ 582
======== ======== ======== ========
</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>
Six Months Ended June 30,
--------------------------
1998 1997
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income ............................................. $ 8,135 $ 3,195
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization ................... 5,249 5,028
Changes in operating assets and liabilities ..... (8,732) (6,563)
---------- ----------
Net cash provided by operating activities .................. 4,652 1,660
---------- ----------
Cash flows from investing activities:
Capital expenditures ................................... (6,536) (4,067)
Proceeds from sales of assets .......................... 2,444 2,772
---------- ----------
Net cash used in investing activities ...................... (4,092) (1,295)
---------- ----------
Cash flows from financing activities:
Net borrowings (payments) under notes payable .......... (5,730) 1,630
Net borrowings (payments) on long-term debt ............ 3,883 (1,157)
Cash dividends paid .................................... (1,566) (1,538)
Activity under stock option plans ...................... 1,399 161
---------- ----------
Net cash used in financing activities ...................... (2,014) (904)
---------- ----------
Effect of exchange rate changes on cash .................... 15 (77)
---------- ----------
Decrease in cash and cash equivalents ...................... (1,439) (616)
Cash and cash equivalents, beginning of period ............. 7,563 5,423
---------- ----------
Cash and cash equivalents, end of period ................... $ 6,124 $ 4,807
========== ==========
</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 year ended December 31, 1997. Certain
reclassifications have been made to prior year amounts in order to conform to
the current year classifications.
The Company has adopted Statement of Financial Accounting Standards No.
131 ("SFAS 131"), "Disclosures about Segments of an Enterprise" for its year
ending December 31, 1998. SFAS 131 requires disclosure of select information
regarding the operating segments of the Company. However, in accordance with
SFAS 131, these disclosures need not be applied to interim financial statements
in the initial year of application.
The Company intends to adopt the Statement of Financial Accounting
Standards No. 133 ("SFAS 133"), "Accounting for Derivative Instruments and
Hedging Activities", issued on June 15, 1998. SFAS 133 is effective for all
fiscal quarters of all fiscal years beginning after June 15, 1999 (i.e., the
Company's fiscal year beginning January 1, 2000.) SFAS 133 requires that all
derivative instruments be recorded on the balance sheet at their fair value.
Changes in the fair value will be recorded each period in either current
earnings or other comprehensive income, depending on whether a derivative is
designated as part of a hedge transaction, and if so, the type of hedge
transaction. Due to Daniel's limited use of derivative instruments, management
anticipates that adoption of SFAS 133 will not have a significant effect on the
Company's results of operations or its financial position.
Note 2 - Earnings Per Share
Effective with its December 31, 1997 financial statements, the Company
adopted Statement of Financial Accounting Standards No. 128 ("SFAS 128"),
"Earnings Per Share". SFAS 128 requires the presentation of both basic and
diluted earnings per share amounts. Basic earnings per share is calculated by
dividing net income by the weighted average number of common shares outstanding.
While diluted earnings per share is computed similarly, it also provides for the
effect that securities such as common stock options, if dilutive, would have on
net income and average common shares outstanding if exercised at the beginning
of the year. For the six months ended June 30, 1998 and 1997, average shares
outstanding were increased by 667,000 and 192,000, respectively, for stock
options assumed exercised to arrive at weighted average shares outstanding for
purposes of calculating diluted earnings per share. Net income remained the same
in the calculation of both basic and diluted earnings per share for all periods
presented.
5
<PAGE> 6
Note 3 - Comprehensive Income
As of January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130 ("SFAS 130"), "Reporting Comprehensive Income".
SFAS 130 establishes new requirements for reporting comprehensive income and its
components. Adoption of this statement had no impact on the Company's net income
or stockholders' equity for the periods presented. SFAS 130 requires unrealized
gains or losses on the Company's foreign currency translation adjustments, which
prior to adoption were reported separately in stockholders' equity, to be
included in other comprehensive income.
Note 4 - Inventories
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
---------- ----------
(in thousands)
<S> <C> <C>
Raw materials ............................................................................ $ 25,083 $ 24,330
Work in process .......................................................................... 13,732 13,329
Finished goods ........................................................................... 19,562 19,097
---------- ----------
Inventories before LIFO reserve ..................................................... 58,377 56,756
Less LIFO reserve ........................................................................ 7,349 7,068
---------- ----------
Total inventories ................................................................... $ 51,028 $ 49,688
========== ==========
</TABLE>
Note 5 - Debt
Long-term debt includes the following:
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
---------- ----------
(in thousands)
<S> <C> <C>
Term loan from banks (unsecured); interest (6.65% at June 30, 1998 and 6.77% at
December 31, 1997) payable monthly; principal payable in quarterly installments of
$1,071; matures April 30, 2004 ....................................................... $ 26,786 $ 28,929
Revolving credit facility (unsecured); interest (6.27% at June 30, 1998 and 6.69%
at December 31, 1997) payable monthly; matures April 30, 2000 ........................ 16,300 10,000
Term loan from bank (secured); interest at Canadian prime rate (6.50% at June 30, 1998
and 6.00% at December 31, 1997); principal and interest payable monthly;
payable through August 31, 2001 ...................................................... 1,107 1,311
Payable to four insurance companies (unsecured); interest (11.5%) payable
semi-annually; final annual principal installment of $2,857 due December 1, 1998 ..... 2,857 2,857
Miscellaneous obligations ................................................................ 1,710 1,788
---------- ----------
Total obligations .................................................................... 48,760 44,885
Less portion due within one year ......................................................... 7,594 7,602
---------- ----------
Long-term debt ....................................................................... $ 41,166 $ 37,283
========== ==========
</TABLE>
6
<PAGE> 7
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.
At June 30, 1998, the Company had both committed and uncommitted
short-term lines of credit aggregating approximately $37,220,000, which are
available for short-term borrowings or issuance of letters of credit. At June
30, 1998 and December 31, 1997, borrowings under these lines were $2,262,000 and
$8,000,000, respectively, with approximately $15,607,000 available for
short-term borrowings at June 30, 1998. The Company had letters of credit
outstanding at June 30, 1998 totaling $11,223,000 under these lines.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This material contains "forward-looking statements" as defined in the
Securities Exchange Acts of 1933 and 1934 that could involve substantial risk
and uncertainties. When words such as "anticipate", "believe", "estimate",
"intend", "expect", "plan" and similar expressions are used, they are intended
to identify the statements as forward-looking. Actual results, performance or
achievements may differ materially from results suggested by these
forward-looking statements.
Six Months Ended June 30, 1998 vs. Six Months Ended June 30, 1997
Revenues for the six months ended June 30, 1998 were $144,510,000
compared to $126,136,000 for the same period in 1997. The increase was primarily
due to the Company's actuator and valve businesses, largely the result of the
strength of their respective markets in Canada and Latin America. Daniel's
measurement and control business revenues posted only slight gains when compared
to revenues in the first six months of last year. The Company's backlog at June
30, 1998 was $79,475,000, an increase of 10% from the backlog balance at
December 31, 1997, but flat when compared to the same period of last year.
The gross margin for the six months ended June 30, 1998 increased to
38% of revenues from 36% for the same period in 1997. The Company's valve and
actuator businesses showed margin improvement due to higher throughput,
continued improvements in manufacturing and selective price increases. The gross
margin of the measurement and control business declined slightly due to
operating inefficiencies of the metering systems business. In order to improve
its profitability into the future, the metering systems business has been
restructured and streamlined to operate more efficiently in current market
conditions.
Selling, engineering and administrative ("SE&A") expenses increased
$1,561,000 to $40,077,000 in the current period, largely due to increased sales
commissions and travel expenses. However, as a percentage of revenues, SE&A
expenses were 28% for the six months ended June 30, 1998 compared to 31% in the
same period of last year.
Net interest and other expenses increased $75,000 to $1,221,000 in the
first six months of 1998 compared to the same period last year. This was
primarily due to lower interest income in the current period, resulting from the
May 1997 early payoff of a previously discounted note received from the sale of
a business unit.
7
<PAGE> 8
The effective tax rate for the six months ended June 30, 1998 was 37.5%
as compared to 41.6% for the same period in the prior year. The decrease was
principally due to foreign losses in the prior year for which no tax benefit was
allowed.
Quarter Ended June 30, 1998 vs. Quarter Ended June 30, 1997
Revenues for the quarter ended June 30, 1998 were $77,300,000 compared
to $67,229,000 for the same period in 1997. The increase was primarily due to
continued growth of the Company's actuator operations resulting from increased
project activity, particularly in the North Sea and Canada, coupled with an
increase in pipeline projects requiring large diameter gate valves which were
provided by Daniel's valve operations. Revenues of the Company's measurement and
control business were flat for the second quarter of 1998 when compared to the
1997 second quarter.
The gross margin for the quarter increased to 37% of revenues from 36%
in the same quarter of last year. The increased margin is attributable to the
Company's actuator and valve operations due to large pipeline projects,
increased throughput, continued cost cutting initiatives and selective price
increases. The gross margin of Daniel's measurement and control operations,
however, was flat when compared to the same period of last year. The operations
did experience gross margin gains, particularly in Canada, which were offset by
a margin decline in the metering systems area, primarily in the Pacific Rim and
Middle East, and reduced contribution of high margin spare parts relative to the
total sales mix. The Company has since taken steps to streamline the metering
systems business in response to current market conditions.
Selling, engineering and administrative ("SE&A") expenses increased
$1,273,000 to $20,857,000 in the current period when compared to the same
quarter of last year. The increase was primarily due to increased selling
expenses, principally commissions, associated with increased sales. However, as
a percentage of revenues, SE&A expenses were 27% for the quarter ended June 30,
1998 compared to 29% in the same quarter of last year.
Net interest and other expenses increased $353,000 to $772,000 in the
second quarter of 1998 compared to the same period of last year. This was
largely attributable to lower interest income in the current quarter, resulting
from the May 1997 early payoff of a previously discounted note received from the
sale of a business unit.
The effective tax rate for the quarter ended June 30, 1998 was 37.5% as
compared to 42.0% for the same quarter of last year. The decrease was
principally due to foreign losses in 1997 for which no tax benefit was allowed.
Liquidity and Capital Resources
The primary sources of the Company's liquidity for the six months ended
June 30, 1998 were internally generated funds, long-term borrowings, and
proceeds from the sale of assets. These funds were used primarily for capital
expenditures, reduction of short-term borrowings, and payment of cash dividends.
Working capital at June 30, 1998 of $87,576,000 reflects an increase of
$10,526,000 from December 31, 1997. The change is primarily due to increases in
receivables and inventory related to the increased sales coupled with a
reduction of notes and accounts payable. Daniel considers its financial position
to be strong with a current ratio at June 30, 1998 of 2.7 to 1.0. Working
capital at June 30, 1998 included $56,720,000 in inventory and deferred tax
assets, which are not as liquid as other current assets.
8
<PAGE> 9
Capital expenditures for the six months ended June 30, 1998 were
$6,536,000. 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.
Year 2000
The "Year 2000" issue is the inability of computer systems (both
hardware and software) to recognize the change in date from 1999 to 2000. The
issue affects not only information technology ("IT") but non-IT systems as well.
Non-IT systems typically include embedded technology such as microcontrollers.
These system types are more difficult to assess and often require replacement
rather than repair. The Company has recognized the significant uncertainty
associated with the Year 2000 issue and has developed a team approach at each of
its business segments. These teams are charged with the responsibility of
eliminating or minimizing any effects Year 2000 issues may have.
Products
The Company has established a phased program for testing its products
for Year 2000 compliance. Phase One of that testing program, the testing of
currently marketed products, is scheduled to be substantially completed by
November 30, 1998 and is currently ahead of schedule. At this time, the Company,
although unable to accurately estimate the cost of modifications, does not
believe that significant costs will be incurred. It is Daniel's current
intention to have substantially all necessary modifications completed and tested
by June 30, 1999.
Certain of the Company's products contain customized software, either
added by the customer after delivery or, at the customer's request, added by the
Company. Testing of such customized products is usually only practical at the
customer's location and will generally be undertaken only if requested, and paid
for, by the customer.
Internal Systems
The review of Daniel's internal systems is proceeding toward a
scheduled completion date of September 30, 1998. At the present time, no
"mission critical" systems requiring significant modification or replacement
have been identified, other than the management information systems discussed
below.
The Company is in the final phase of implementing a new management
information system, licensed from JD Edwards World Solutions Company ("JD
Edwards"), which will be utilized at two of the Company's domestic operating
divisions as well as at Corporate headquarters. This new system replaces various
obsolete legacy systems that have been developed internally over many years. The
decision to replace the existing systems during 1998 was heavily influenced by
the extremely high estimate of the costs required to make the legacy systems
Year 2000 compliant. The cost of the new JD Edwards system, which will be
9
<PAGE> 10
amortized over its expected useful life, was approximately $4,700,000, exclusive
of the internal costs of installation and related systems modification.
The essential management information systems of Daniel's other
operating divisions are either substantially Year 2000 compliant due to the
installation of regular upgrades to existing systems, which are primarily
packaged systems provided by a major supplier, or will be made compliant through
such upgrades prior to the end of 1999. No material expenditures which would not
have been made, absent Year 2000 considerations, have been required in relation
to the various upgrades.
Vendors
Daniel is in the process of identifying and communicating with those of
its suppliers and vendors, where failure by such third parties to achieve Year
2000 compliance could reasonably be expected to have a material, lasting impact
on the Company. This process is scheduled to be substantially complete prior to
December 31, 1998. When the survey process is completed, the Company intends to
develop a contingency plan to deal with the identified significant risks, if
any. With the exception of third parties, such as banks and telephone service
providers, where business interruption would impact a large section of the
economy, the Company has not identified any significant dependency for which
alternate sources are not readily available.
"Most Likely Worst Case Scenario"
The Company has not developed a "most likely worst case scenario" as
referred to by the Securities and Exchange Commission. If reasonably
quantifiable risks are identified, development of such a scenario will be
considered.
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 or results of operations of the Company.
ITEM 4. SUBMISSION OF THE MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders of the Company was held on May 14,
1998. At the meeting, three Class II directors were elected by a vote of holders
of Common Stock, as outlined in the Company's Proxy Statement related to the
meeting. With respect to the election of directors, (i) proxies were solicited
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended, (ii) there was no solicitation in opposition to the management's
nominees as listed in the Proxy Statement, and (iii) all of such nominees were
elected. The following numbers of votes were cast as to the director nominees
(1):
<TABLE>
<CAPTION>
Nominee Votes Cast Votes in Favor Votes Withheld
------- ---------- -------------- -------------
<S> <C> <C> <C>
R.C. Lassiter ................ 16,094,642 15,966,132 128,510
Thomas J. Keefe .............. 16,094,642 15,964,750 129,892
Michael M. Carroll ........... 16,094,642 15,962,996 131,646
</TABLE>
10
<PAGE> 11
The other items voted upon at the meeting were to approve and ratify
the Daniel Industries, Inc. 1997 Stock Option Plan and the 1997 Non-Employee
Director Stock Option Plan, with votes cast as follows (1):
<TABLE>
<CAPTION>
In Favor Against Abstain
---------------------- ------------------- -------------------
Votes Cast Votes % Votes % Votes %
---------- ---------- ---- ------- ---- ------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
1997 Stock Option Plan: ...... 16,094,642 13,215,975 82.1 2,610,134 16.2 268,533 1.7
1997 Non-Employee
Director Stock
Option Plan: ................. 16,094,642 15,027,177 93.3 782,502 4.9 284,963 1.8
</TABLE>
(1) There were no Broker Non-Votes.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter ended June 30,
1998.
11
<PAGE> 12
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: August 14, 1998 By: /s/ James M. Tidwell
----------------------
Executive Vice President and
Chief Financial Officer
Date: August 14, 1998 By: /s/ Wilfred M. Krenek
----------------------
Vice President, Controller and
Chief Accounting Officer
12
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 6,124
<SECURITIES> 0
<RECEIVABLES> 65,256
<ALLOWANCES> 1,485
<INVENTORY> 51,028
<CURRENT-ASSETS> 138,133
<PP&E> 64,441
<DEPRECIATION> 0
<TOTAL-ASSETS> 238,643
<CURRENT-LIABILITIES> 50,557
<BONDS> 0
0
0
<COMMON> 21,819
<OTHER-SE> 117,357
<TOTAL-LIABILITY-AND-EQUITY> 238,643
<SALES> 144,510
<TOTAL-REVENUES> 144,510
<CGS> 90,196
<TOTAL-COSTS> 90,196
<OTHER-EXPENSES> 40,077
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,221
<INCOME-PRETAX> 13,016
<INCOME-TAX> 4,881
<INCOME-CONTINUING> 8,135
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,135
<EPS-PRIMARY> .47
<EPS-DILUTED> .45
</TABLE>
