<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 2000
Commission File No. 1-5562
KOLLMORGEN CORPORATION
----------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 04-2151861
- ------------------------------ ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1601 Trapelo Road, Waltham, Massachusetts 02451
- ----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 890-5655
- --------------------------------------------------------------------------
(Former name, former address and 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____
----
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at May 2, 2000
- ----------------------------- ----------------------------
Common Stock, $2.50 par value 10,357,822 shares
<PAGE>
KOLLMORGEN CORPORATION AND SUBSIDIARIES
INDEX
-----
Page No.
--------
PART I - Financial Information
Unaudited Consolidated Statements of 3
Operations for the Three Months Ended
March 31, 2000 and 1999
Unaudited Consolidated Balance Sheets 4
as of March 31, 2000 and
December 31, 1999
Unaudited Consolidated Statements of Cash Flows 5
for the Three Months Ended March 31, 2000
and 1999
Notes to Unaudited Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial 10
Condition and Results of Operations
PART II - Other Information 13
2
<PAGE>
KOLLMORGEN CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(Dollars in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
March 31, March 31,
2000 1999
------------ ------------
<S> <C> <C>
Net Sales $ 64,542 $ 59,471
Cost of Sales 45,937 41,878
------------ ------------
Gross profit 18,605 17,593
------------ ------------
Selling and marketing expense 7,021 6,135
General and administrative expense 7,599 6,452
Research and development expense 2,787 3,053
------------ ------------
Income from operations 1,198 1,953
Other income (expense):
Interest expense (1,630) (901)
Interest income 39 74
Other, net 102 1,178
------------ ------------
Income (loss) before income taxes and minority interest (291) 2,304
(Provision) benefit for income taxes 102 (805)
------------ ------------
Income (loss) before minority interest (189) 1,499
Minority interest - 135
------------ ------------
Net income (loss) $ (189) $ 1,634
============ ============
Earnings per common share:
Basic $ (0.02) $ 0.16
Diluted $ (0.02) $ 0.16
Number of shares used in calculating earnings
per common share:
Basic 10,331,612 10,155,809
Diluted 10,331,612 10,448,249
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
3
<PAGE>
KOLLMORGEN CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
March 31, December 31,
2000 1999
----------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,039 $ 4,170
Short-term investments 32,108 -
Accounts receivable (net of allowance of
$921 in 2000 and $920 in 1999) 48,414 56,139
Recoverable amounts on long-term contracts 14,735 11,369
Inventories 34,700 30,008
Prepaid expenses and other current assets 3,722 3,312
----------- -------------
Total current assets 136,718 104,998
Property, plant and equipment, net 33,798 34,360
Goodwill, patents and other intangible assets, net 51,883 55,454
Deferred income taxes 7,128 7,079
Other assets 12,075 14,470
----------- -------------
Total assets $ 241,602 $ 216,361
=========== =============
LIABILITIES and SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 19,149 $ 24,677
Income taxes payable 16,153 $ 3,515
Accrued liabilities 31,857 $ 35,951
Line of credit 12,793 $ 3,097
Current portion of long-term debt and notes payable 8,138 10,158
----------- -------------
Total current liabilities 88,270 77,398
Long-term debt 67,960 68,071
Other liabilities 12,741 13,910
Shareholders' equity:
Common stock 26,958 26,955
Additional paid-in capital 13,586 13,462
Retained earnings 22,788 23,184
Accumulated other comprehensive income 13,095 (2,504)
Less: common stock in treasury, at cost (3,796) (4,115)
----------- -------------
Total shareholders' equity 72,631 56,982
----------- -------------
Total liabilities and shareholders' equity $ 241,602 $ 216,361
=========== =============
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
4
<PAGE>
KOLLMORGEN CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the
Three Months Ended
March 31,
------------------------
2000 1999
---------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ (189) $ 1,634
Adjustments to reconcile income to
net cash used in operating activities:
Depreciation 2,186 1,530
Amortization 870 430
Minority interest and other non-cash expenses 24 (255)
Changes in operating assets and liabilities
Accounts receivable 6,671 2,329
Recoverable amounts on long-term contracts (3,640) (1,899)
Inventories (5,202) (802)
Prepaid expenses (1,748) (929)
Accounts payable and accrued liabilities (3,596) (5,948)
Other deferred expenses (1,906) (154)
--------- --------
Net cash used in operating activities (6,530) (4,064)
--------- --------
Cash flows from investing activities:
Capital expenditures (2,129) (1,880)
Other (27) (44)
--------- --------
Net cash used in investing activities (2,156) (1,924)
--------- --------
Cash flows from financing activities:
Borrowings under credit lines, net 8,267 112
Proceeds from common stock issued from treasury 342 738
Borrowings (repayments) of long-term debt, net 121 (325)
Dividends paid (207) (203)
--------- --------
Net cash provided by financing activities 8,523 322
--------- --------
Effect of exchange rate changes on cash (968) (116)
--------- --------
Net decrease in cash and cash equivalents (1,131) (5,782)
Cash and cash equivalents at beginning of period 4,170 13,086
--------- --------
Cash and cash equivalents at end of period $ 3,039 $ 7,304
========= ========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
5
<PAGE>
KOLLMORGEN CORPORATION AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(In thousands, except per share amounts)
1. The accompanying unaudited consolidated financial statements include the
accounts of Kollmorgen Corporation and its subsidiaries (the "Company").
2. In the opinion of management, the unaudited consolidated financial
statements included herein contain all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the Company's
financial condition at March 31, 2000, the results of operations for the
three month periods ended March 31, 2000 and 1999, and the cash flows for
the three month periods ended March 31, 2000 and 1999. The balance sheet as
of December 31, 1999 was derived from the audited financial statements as
of December 31, 1999. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year. See
Management's Discussion and Analysis of Financial Condition and Results of
Operations for additional information. These interim financial statements
should be read in conjunction with the Company's Annual Report on Form 10-K
for the year ended December 31, 1999.
3. Inventories consist of the following:
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
--------- ------------
<S> <C> <C>
Raw materials $ 13,508 $ 14,093
Work in process 15,277 11,013
Finished goods 5,915 4,902
--------- ------------
$ 34,700 $ 30,008
========= ============
</TABLE>
4. The Company's comprehensive earnings were as follows:
<TABLE>
<CAPTION>
For the
Three Months Ended
March 31,
-----------------------
2000 1999
--------- ---------
<S> <C> <C>
Net income (loss) $ (189) $ 1,634
Foreign currency translation adjustment,
net of tax provision of $304 in 2000 and
$356 in 2000 and 1999 (566) (661)
Unrealized gain on investments, net of tax
provision of $10,529 16,469 --
--------- ---------
Comprehensive income $ 15,714 $ 973
========= =========
</TABLE>
6
<PAGE>
5. The following table includes certain financial information relating to each
of the Company's segments:
<TABLE>
<CAPTION>
Industrial Aerospace
and and Corporate,
Commercial Defense Interest
Group Group and Other Total
----- ----- --------- -----
<S> <C> <C> <C> <C>
Three months ended:
March 31, 2000:
Sales $37,712 $26,830 - $64,542
Profit (loss) before tax 1,032 1,284 (2,607) (291)
March 31, 1999:
Sales 33,557 25,914 - 59,471
Profit (loss) before tax 1,498 2,804 (1,998) 2,304
</TABLE>
There has been no material changes in assets since year end.
6. In March 2000, the Financial Accounting Standard Board issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving
Stock Compensation - an interpretation of APB Opinion No. 25" (FIN 44").
Fin 44 clarifies the following: the definition of an employee for purposes
of applying APB Opinion No 25; the criteria for determining whether a plan
qualifies as a noncompensatory plan; the accounting consequence of various
modifications to the terms of previously fixed stock options or awards; and
the accounting for an exchange of stock compensation awards in a business
combination. FIN 44 is effective July 1, 2000, but certain conclusions in
FIN 44 cover specific events that occurred after either December 15, 1998
or January 12, 2000. The Company does not expect the application of FIN 44
to have a material impact on the Company's financial position or results of
operations.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in
Financial Statements." SAB 101 summarizes the staff's view in applying
generally accepted accounting principles to selected revenue recognition
issues. The application of the guidance in SAB 101 will be required in the
Company's first quarter of the fiscal year 20001. The effects of applying
this guidance will be reported as a cumulative effect of applying this
guidance will be reported as a cumulative effect adjustment resulting from
a change in accounting principle. The Company does not expect the
application to have a material effect of its financial statements, however,
the final evaluation of SAB 101 is not yet complete.
7
<PAGE>
7. Basic EPS excludes the dilutive effect of common stock equivalent
securities and is computed by dividing net income by the weighted-average
number of common shares outstanding for the period. Diluted EPS reflects
the potential dilution that could occur if securities or other instruments
to issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that then shared in the earnings
of the entity. A reconciliation between basic and diluted EPS is as
follows:
For the
Three Months Ended
March 31,
-------------------
2000 1999
------- --------
Net income (loss) $ (189) $ 1,634
Shares used in net income (loss)
per share - basic 10,332 10,156
Effect of dilutive securities:
Stock options -- 292
------- --------
Shares used in net income (loss)
per share - diluted 10,332 10,448
Net income per share-basic $ (0.02) $ 0.16
Net income per share-diluted $ (0.02) $ 0.16
During the first quarter of 2000, options to purchase 514,000 shares of
common stock with exercise prices ranging from $13.13 to $20.94 and with
expiration dates ranging up to January 24, 2010 were outstanding, but were
not included in the computation of diluted EPS because the options'
exercise prices were greater than the average market price of the common
shares. Additionally, 853,000 common equivalent shares of the convertible
subordinated debentures were not included in the diluted EPS calculation as
a result of their antidilutive effect.
During the first quarter of 1999, options to purchase 545,000 shares of
common stock with exercise prices ranging from $17.31 to $20.94 and with
expiration dates ranging up to May 26, 2008 were outstanding, but were not
included in the computation of diluted EPS because the options' exercise
prices were greater than the average market price of the common shares.
Additionally, 904,000 common equivalent shares of the convertible
subordinated debentures were not included in the diluted EPS calculation as
a result of their antidilutive effect.
8
<PAGE>
8. As more fully discussed in the Company's Form 10-K dated December 31, 1999,
during 1999 the Company recorded a restructuring charge of approximately
$3.1 million. During the first quarter of 2000, the Company charged
approximately $0.2 million against the reserve for fees and expenses
relating to the cancellation of an existing building lease and the
execution of a lease at a new and smaller building. The Company believes
that the remaining reserve balance of $0.5 million is adequate for the
remaining actions to be taken over the balance of 2000.
9. The Company owns 534,157 shares of Telaxis Communications Corporation
("Telaxis") with a book value of approximately $4.4 million. Telaxis'
shares began trading on the NASDAQ exchange on February 2, 2000 under the
symbol TLXS. The offering price of the Telaxis initial public offering was
$17.00 per share, and the stock closed after the first day of trading at
$47.50 per share. Included in the book value is a fee of approximately $1.3
million paid to a former director of the Company who served as the
Company's representative on the Telaxis Board of Directors. The fee was due
upon the successful initial public offering of Telaxis under an agreement
originally entered into in 1993. On March 31, 2000, the shares of Telaxis
closed at $60.11 per share. The Company is prohibited from selling its
shares for 180 days following the initial public offering under an
agreement with Telaxis and its underwriters.
Included in the accompanying financial statements is the investment in
Telaxis of $32.1 million, and a corresponding gain after taxes and expenses
of $16.5 million, which is included in shareholders' equity as accumulated
comprehensive income. The investment is classified as available for sale in
accordance with SFAS 115. On May 11, 2000, the closing price per share of
Telaxis common stock was $23.94. At December 31, 1999, the investment was
recorded on the balance sheet as an other asset.
10. Subsequent event:
On May 4, 2000 the Company announced that it has entered into a definitive
merger agreement with Danaher Corporation. Under the merger agreement,
Danaher will commence a tender offer for the Company's outstanding shares
at a price of $23 per share in cash that will be subject to certain
conditions, including, but not limited to, at least a two-thirds majority
of Kollmorgen's outstanding shares, on a fully diluted basis, being
tendered without withdrawal prior to the expiration of the offer, and
clearance of the transaction under applicable antitrust laws and other
governmental agencies' regulations being obtained. The transaction has a
total value of approximately $325 million including assumption of debt. The
Directors of both companies have approved the merger agreement.
9
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations
For the three months ended March 31, 2000, the Company had sales of $64.5
million and a net loss of $189,000 or $0.02 loss per common share (diluted).
These results compare with sales for the three months ended March 31, 1999 of
$59.5 million and net income of $1.6 million, equal to $0.16 per common share
(diluted).
On May 4, 2000 the Company announced that it has entered into a definitive
merger agreement with Danaher Corporation. Under the merger agreement, Danaher
will commence a tender offer for the Company's outstanding shares at a price of
$23 per share in cash that will be subject to certain conditions, including, but
not limited to at least a two-thirds majority of Kollmorgen's outstanding
shares, on a fully diluted basis, being tendered without withdrawal prior to the
expiration of the offer, and clearance of the transaction under applicable
antitrust laws and other governmental agencies' regulations being obtained. The
transaction has a total value of approximately $325 million including assumption
of debt. The Directors of both companies have approved the merger agreement.
RESULTS OF OPERATIONS
The following table reflects the results of operations for the Company's
two operating segments. This comparison provides a consistent basis by which to
view the results of the Company's two operating segments (in millions):
<TABLE>
<CAPTION>
For the
Three Months Ended
March 31,
------------------
2000 1999
-------- --------
<S> <C> <C>
Industrial and Commercial Group:
Bookings $ 49.3 $ 37.3
Sales 37.7 33.6
Profit before tax 1.0 1.5
Aerospace and Defense Group:
Bookings $ 54.6 $ 42.4
Sales 26.8 25.9
Profit before tax 1.3 2.8
</TABLE>
10
<PAGE>
2000 versus 1999
The loss before taxes for the three months ending March 31, 2000 of
$291,000 compares with a profit before taxes of $2.3 million in the same period
of 1999.
For the three months ended March 31, 2000, the Company's sales increased
$5.1 million or 9% as compared to the same period a year ago. The Aerospace and
Defense Group's revenue increased 4% to 26.8 million for the three months ended
March 31, 2000 from $25.9 million for the three months ended March 31, 1999.
Excluding the Calzoni acquisition, sales declined $1.4 million or 9% on a
decline in sales of the group's motion control components and lower revenues
recognized on long-term contracts. Sales to the Industrial and Commercial
Group's markets of $37.7 million for the three months ended March 31, 2000
represented an increase of 12% from the $33.6 million of sales in the same
period of 1999. Excluding the acquisition of NEAT, the Company's precision
positioning business, and SMB, its Czech Republic motor operation, sales
declined $1.3 million or 4%. Increases in the Group's motion control business
were more than offset by a decline in the Group's engineering consulting
business.
The Company's overall gross margin as a percentage of sales declined for
the three months ended March 31, 2000 to 29% compared to 30% for the same period
in 1999. The Industrial and Commercial Group had an increase in gross margin as
a percentage of sales to 30% for the first quarter of 2000 from 28% in 1999. The
increase in margin was primarily due to the NEAT and SMB businesses. The
Aerospace and Defense Group had a decline in gross margin as a percentage of
sales to 25% for the first quarter of 2000 from 31% in 1999 as a result of a
volume decline in its component sales, and lower margins on long-term revenue,
which declined due to revenue recognition caused by the timing of milestones.
Sales and marketing expenses were $7.0 million or 11% of sales in the first
quarter of 2000 as compared to $6.1 million or 10% for the same period in 1999.
The increased spending is principally due to the NEAT, Calzoni and SMB
acquisitions.
General and administrative expenses were $7.6 million or 12% of sales in
the first quarter of 2000 as compared to $6.5 million or 11% of sales for the
same period in 1999. The increase reflects the inclusion of NEAT, SMB and
Calzoni expenses.
Research and development expenses were $2.8 million or 4% of sales for the
first quarter of 2000 as compared with $3.1 million or 5% of sales for the same
period in the prior year.
11
<PAGE>
As more fully discussed in the Company's Form 10-K dated December 31, 1999,
during 1999 the Company recorded a restructuring charge of approximately $3.1
million. During the first quarter of 2000, the Company charged approximately
$0.2 million against the reserve for fees and expenses relating to the
cancellation of an existing building lease and the execution of a lease at a new
and smaller building. The Company believes that the remaining reserve balance of
$0.5 million is adequate for the remaining actions to be taken over the balance
of 2000.
Interest and Taxes
Interest expense was $1.6 million and $0.9 million for the three months
ending March 31, 2000 and 1999, respectively. The increase in interest expense
is due to an increase in borrowing to fund the acquisitions of NEAT, Calzoni and
SMB subsequent to the first quarter of 1999.
The Company recorded a tax provision of 35% for the three months ended
March 31, 2000 and 1999. The Company's effective tax rate is less than the
statutory U.S. tax rate as some of the Company's foreign subsidiaries operate
in countries where the statutory rate is less than the U.S. rate, or the
Company is operating under a tax holiday agreement.
Bookings increased by $24.2 million or 30% for the first quarter of 2000 as
compared to the first quarter of 1999. Without the impact of acquisitions,
bookings increased $2.3 million or 3%, reflecting improved bookings by the
Industrial and Commercial Group due to increases in the semiconductor and
electronics sector and the high volume business.
LIQUIDITY AND CAPITAL RESOURCES
The Company's consolidated cash position decreased by $0.6 million during
the three months ended March 31, 2000. Cash used in operations was $6.5 million,
$2.2 million was used in investing activities, and financing activities provided
$8.5 million.
The Company used $7.5 million to fund working capital requirements. This
was principally due to increased requirements by the Aerospace and Defense
Group's systems business reflecting increased inventory procured under long term
military contracts. Additionally, the Industrial and Commercial Group's
inventory increased as a result of procurements to support the increased level
of booking activity in the second quarter.
The Company's investing activities used $2.1 for capital expenditures.
The Company's financing activities provided $10.7 million of cash during
the three months ended March 31, 2000. This was principally due to the borrowing
under the Company's short-term credit facilities to finance the working capital
requirements discussed. Common dividends paid were $0.2 million or $0.02 per
common share for the three months ended March 31, 2000.
12
<PAGE>
The Company believes that it can generate sufficient cash from operations
and its current line of credit to finance its cash requirements for capital
expenditures, mandatory sinking fund payments, potential acquisitions, and
working capital needs for the next twelve months.
Forward Looking Information
Certain statements in this report are "forward looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. All forward
looking statements involve risks and uncertainties. In particular, any statement
contained herein, in press releases, written statements or other documents filed
with the Securities and Exchange Commission, or in the Company's communications
and discussions with investors and analysts in the normal course of business
through meetings, phone calls and conference calls, regarding the consummation
and benefits of future acquisitions, as well as expectations with respect to
future sales, operating efficiencies and product expansion, are subject to known
and unknown risks, uncertainties and contingencies, many of which are beyond the
control of the Company. These factors may cause actual results, performance or
achievements to differ materially from anticipated results, performance or
achievements. Factors that might affect such forward looking statements include,
but are not limited to, overall economic and business conditions; the demand for
the Company's goods and services; the timing of and market acceptance of new
products; competitive factors in the industries and geographic markets in which
the Company competes; changes in tax requirements (including tax rate changes,
new tax laws and revised tax law interpretations); interest rate fluctuations
and other capital market conditions, including foreign currency rate
fluctuations; economic and political conditions in international markets; the
ability to achieve anticipated synergies and other cost savings in connection
with acquisitions; the ability to achieve cost savings and its subsequent
financial performance from its second quarter restructuring; the timing, impact
and other uncertainties of future acquisitions; and the Company's ability and
its customers' and suppliers' ability to replace, modify or upgrade computer
programs in order to adequately address the year 2000 issue. Any forward looking
statements should be considered in light of these factors.
PART II - OTHER INFORMATION
Item 5. Other Information
- ------ -----------------
On May 4, 2000, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Danaher Corporation, a Delaware corporation, and
King DC Acquisition Corp., a New York corporation, a wholly owned subsidiary of
Danaher Corporation, providing for the acquisition by Danaher Corporation of all
the issued and outstanding shares (the "Shares") of the Company's common stock
at $23 per share, in cash. The transaction is structured as a cash tender offer
for all outstanding Shares to be followed by a merger of King DC Acquisition
Corp. with and into the registrant. Danaher Corporation announced the
transaction through a press release dated May 4, 2000.
13
<PAGE>
Concurrently with the execution of the Merger Agreement, the Company and
BankBoston, N.A., parties to the Amended and Restated Rights Agreement, dated as
of October 22, 1998, as amended by Amendment No. 1 to the Amended and Restated
Rights Agreement, dated as of December 13, 1999 (the "Rights Agreement"),
further amended the Rights Agreement by the terms and conditions set forth in
Amendment No. 2 to the Amended and Restated Rights Agreement, dated as of May 4,
2000 ("Amendment No. 2"). Pursuant to Amendment No. 2, neither Danaher
Corporation, King DC Acquisition Corp., nor any of their Affiliates or
associates shall be deemed to be an Acquiring Person (as such terms are defined
in the Rights Agreement) solely be virtue or (a) the approval, execution,
delivery or performance of the Merger Agreement, (b) the making or consummation
of the tender offer or the merger in accordance with the provisions of the
Merger Agreement or any public announcement relating hereto, (c) the acquisition
of the Shares in accordance with the provisions of the Merger Agreement pursuant
to the tender offer or the merger of (d) the consummation of any other
transaction to be effected pursuant to the Merger Agreement in accordance with
the provision thereof.
Item 6. Exhibits and Reports on Form 8-K
- ------ --------------------------------
(a) Exhibits - Listed below are the exhibits filed with this report.
27 Financial Data Schedules.
(b) On May 9, 2000, the Company filed a report on Form 8-K describing the
matters referred to in Item 5 above.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
KOLLMORGEN CORPORATION
By: /s/ Robert J. Cobuzzi
------------------------------
Robert J. Cobuzzi, Senior Vice
President, Treasurer and Chief
Financial Officer
Date: May 12, 2000
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 3,039
<SECURITIES> 32,108
<RECEIVABLES> 48,414
<ALLOWANCES> 921
<INVENTORY> 34,700
<CURRENT-ASSETS> 136,718
<PP&E> 33,798
<DEPRECIATION> 219
<TOTAL-ASSETS> 241,602
<CURRENT-LIABILITIES> 88,270
<BONDS> 29,300
0
0
<COMMON> 26,958
<OTHER-SE> 45,673
<TOTAL-LIABILITY-AND-EQUITY> 241,602
<SALES> 60,663
<TOTAL-REVENUES> 64,542
<CGS> 42,649
<TOTAL-COSTS> 45,637
<OTHER-EXPENSES> 17,407
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,630
<INCOME-PRETAX> (291)
<INCOME-TAX> (102)
<INCOME-CONTINUING> (189)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (189)
<EPS-BASIC> (0.02)<F1>
<EPS-DILUTED> (0.02)<F2>
<FN>
<F1>EPS - PRIMARY REPRESENTS EARNINGS PER SHARE - BASIC PER SFAS 128
<F2>EPS - DILUTED REPRESENTS EARNINGS PER SHARE - DILUTED PER SFAS 128
</TABLE>
