<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
================================================================================
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- - - --- ACT OF 1934
For the quarterly period ended December 30, 1994
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.0-12744
SUNRISE MEDICAL INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3836867
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2382 FARADAY AVENUE, SUITE 200
CARLSBAD, CA 92008
(Address of principal executive offices)
Registrant's telephone number, including area code: (619) 930-1500
================================================================================
Indicate by check mark whether 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 and (2) has been subject to such filing requirements for
the past 90 days. Yes x . No .
----- -----
================================================================================
Number of shares of common stock outstanding at January 25, 1995: 18,265,154
Exhibit Index on Page 13 Page 1 of 15
<PAGE>
SUNRISE MEDICAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
December 30, July 1,
1994 1994
------------ ----------
Assets (unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 6,132 $ 2,581
Receivables, net 133,975 118,729
Inventories 77,549 65,558
Other current assets 10,882 9,382
-------- --------
Total current assets 228,538 196,250
-------- --------
Property, plant and equipment, net 82,874 78,544
Goodwill and other intangible assets, net 229,071 202,477
Other assets, net 744 781
-------- --------
Total assets $541,227 $478,052
======== ========
Liabilities and Stockholders' Equity
Current liabilities:
Current installments of long-term obligations $ 1,710 $ 1,789
Trade accounts payable 32,823 31,611
Accrued compensation and other expenses 53,259 54,619
Income taxes 9,455 4,893
-------- --------
Total current liabilities 97,247 92,912
-------- --------
Long-term debt, less current installments 157,077 118,697
Deferred income taxes 2,865 2,856
Stockholders' equity:
Preferred stock, $1 par. Authorized 5,000 shares; none issued -- --
Common stock, $1 par. Authorized 40,000 shares; 18,264 and
17,996 shares, respectively, issued and outstanding 18,264 17,996
Additional paid-in capital 181,078 175,965
Retained earnings 84,208 70,853
Cumulative foreign currency translation adjustment 488 (1,227)
-------- --------
Total stockholders' equity 284,038 263,587
-------- --------
Total liabilities and stockholders' equity $541,227 $478,052
======== ========
</TABLE>
(See accompanying notes to condensed consolidated financial statements)
2
<PAGE>
SUNRISE MEDICAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Thirteen Weeks Ended
---------------------------
(unaudited)
December 30, December 31,
1994 1993
------------ ------------
<S> <C> <C>
Net sales $146,863 $111,079
Cost of sales 93,978 70,670
-------- --------
Gross profit 52,885 40,409
-------- --------
Marketing, selling and administrative expenses 31,309 24,372
Research and development expenses 3,181 2,714
Corporate expenses 1,854 1,298
Amortization of goodwill and other intangibles 1,650 1,592
-------- --------
37,994 29,976
-------- --------
Corporate operating income 14,891 10,433
-------- --------
Other (expenses) income:
Interest expense (2,478) (1,594)
Interest income and other, net (460) (48)
-------- --------
(2,938) (1,642)
-------- --------
Income before taxes 11,953 8,791
Income taxes 4,922 3,629
-------- --------
Net income $ 7,031 $ 5,162
======== ========
Earnings per share $ 0.38 $ 0.28
======== ========
Weighted average number of shares outstanding 18,657 18,411
======== ========
</TABLE>
(See accompanying notes to condensed consolidated financial statements)
3
<PAGE>
SUNRISE MEDICAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Twenty-six Weeks Ended
---------------------------
(unaudited)
December 30, December 31,
1994 1993
-------------- ------------
<S> <C> <C>
Net sales $287,462 $210,941
Cost of sales 186,393 134,501
-------- --------
Gross profit 101,069 76,440
-------- --------
Marketing, selling and administrative expenses 60,844 45,653
Research and development expenses 6,088 5,147
Corporate expenses 3,404 2,755
Amortization of goodwill and other intangibles 3,188 2,877
-------- --------
73,524 56,432
-------- --------
Corporate operating income 27,545 20,008
-------- --------
Other (expenses) income:
Interest expense (4,462) (2,758)
Other income and expense, net (409) (7)
-------- --------
(4,871) (2,765)
-------- --------
Income before taxes 22,674 17,243
Income taxes 9,319 6,379
-------- --------
Net income $ 13,355 $ 10,864
======== ========
Earnings per share $ 0.72 $ 0.60
======== ========
Weighted average number of shares outstanding 18,577 18,119
======== ========
</TABLE>
(See accompanying notes to condensed consolidated financial statements)
4
<PAGE>
SUNRISE MEDICAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Twenty-Six Weeks Ended
----------------------------
(unaudited)
December 30, December 31,
1994 1993
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 13,355 $ 10,864
Non-cash items 11,264 6,576
Changes in assets and liabilities, net of effect of acquisitions:
Receivables, net (11,324) (2,038)
Inventories (11,047) (4,566)
Other assets (1,510) (7,660)
Accounts payable and other liabilities 383 (1,518)
----------- -----------
Net cash provided by operating activities 1,121 1,658
----------- -----------
Cash flows from investing activities:
Payments for purchase of property, plant and equipment (11,509) (12,262)
Net cash invested in acquisition of businesses (17,974) (98,778)
----------- -----------
Net cash used for investing activities (29,483) (111,040)
----------- -----------
Cash flows from financing activities:
Borrowings of long-term debt 113,615 113,978
Repayments of long-term debt (82,814) (43,220)
Proceeds from issuance of common stock 857 429
----------- -----------
Net cash provided by financing activities 31,658 71,187
----------- -----------
Effect of exchange rate changes on cash 255 47
----------- -----------
Net increase (decrease) in cash and cash equivalents 3,551 (38,148)
Cash and cash equivalents at beginning of period 2,581 40,038
----------- -----------
Cash and cash equivalents at end of period $ 6,132 $ 1,890
=========== ===========
</TABLE>
(See accompanying notes to condensed consolidated financial statements)
5
<PAGE>
SUNRISE MEDICAL INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The information contained in the consolidated financial statements and
footnotes is condensed from that which would appear in the annual
consolidated financial statements. Accordingly, the condensed consolidated
financial statements included herein should be reviewed in conjunction with
the consolidated financial statements and related notes thereto contained in
the 1994 Annual Report on Form 10-K filed by Sunrise Medical Inc. (the
"company") with the Securities and Exchange Commission. The unaudited
condensed consolidated financial statements as of December 30, 1994 and
December 31, 1993, and for the thirteen week and twenty-six week periods then
ended, include all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation. The results of operations for
the interim periods are not necessarily indicative of the results which may
be expected for the entire year.
2. Certain inventories are stated at the lower of last-in, first-out (LIFO) cost
or market value. All other inventories are stated at the lower of the first-
in, first-out (FIFO) cost or market value. Inventories consist of:
<TABLE>
<CAPTION>
December 30, July 1,
1994 1994
------------ -------
<S> <C> <C>
Raw material $36,289 $26,353
Work-in-process 7,063 8,686
Finished goods 34,197 30,519
------- -------
$77,549 $65,558
======= =======
</TABLE>
Interim period inventory classifications involve a degree of estimation due
to the timing of physical inventories throughout the fiscal year.
3. On September 16, 1994, the company purchased selected assets and liabilities
of Jay Medical, Ltd. ("Jay") for approximately $31 million. The total
purchase price included cash of $19 million, a subordinated note of $7.5
million and 165,789 shares of Sunrise Medical Inc. common stock valued at
$4.5 million when issued in December 1994. The cash portion of the purchase
price was provided from the company's credit facility which was amended and
restated to finance the transaction and support future business growth. The
terms of the purchase are more fully described in the company's Form 8-K
filing dated September 16, 1994.
Unaudited pro forma combined results of the company and Jay as if the
acquisition had occurred at the beginning of fiscal 1994 for the twenty-six
week periods ended December 30, 1994 and December 31, 1993 are as follows (in
thousands except per share data).
<TABLE>
<CAPTION>
Twenty-six Weeks Ended
-----------------------------
December 30, December 31,
1994 1993
------------ ------------
<S> <C> <C>
Sales $ 292,311 $ 221,048
Net income $ 13,410 $ 12,547
Earnings per share $ .72 $ .69
</TABLE>
6
<PAGE>
SUNRISE MEDICAL INC. AND SUBSIDIARIES
ITEM 1. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
---------------------
Thirteen Weeks ended December 30, 1994 as compared to Thirteen Weeks ended
--------------------------------------------------------------------------
December 31, 1993:
------------------
Second quarter net sales of $147 million were up 32% from $111 million for the
same period in fiscal 1994. The base business growth was 23% while
acquisitions and foreign currency translation contributed seven percentage
points and two percentage points, respectively, to the quarter's sales growth.
Rehabilitation Product sales grew 41% to $75 million from prior year's second
quarter sales of $53 million. Custom wheelchair sales led this product group
with 54% growth. Both North American and European sales were strong. Second
quarter patient aids sales increased by 12% over last year.
Recovery Product sales of $39 million increased 18% compared to $33 million in
the prior year. Revenue from therapeutic mattress products expanded by 25% as
compared to the same period in fiscal 1994. Sales of health care beds rose by
5% over last year's second quarter.
Sales of Respiratory Products were up 31% to $33 million from $25 million in
the second quarter of last year. Internal growth of 22% was fueled by new
product introductions and redesigns.
Net income for the quarter increased 36% to $7.0 million as compared to $5.2
million in the prior year. The effective tax rate of 41.2% decreased slightly
from 41.3% in last year's second quarter. Earnings per share for the second
quarter rose 36% to $.38 from $.28 in fiscal 1994.
Key items as a percentage of net sales were:
<TABLE>
<CAPTION>
Thirteen Weeks Ended
-----------------------------
December 30, December 31,
1994 1993
------------- ------------
<S> <C> <C>
Gross profit 36.0% 36.4%
Corporate operating income 10.1% 9.4%
Interest expense 1.7% 1.4%
Net income 4.8% 4.6%
</TABLE>
Gross margin declined slightly from 36.4% last year to 36.0% in the current
second quarter as improvements in product mix and overhead absorption were
offset by aggressive pricing strategies in certain product categories.
7
<PAGE>
SUNRISE MEDICAL INC. AND SUBSIDIARIES
ITEM 1. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
Marketing, selling and administrative expenses along with research and
development expenditures collectively increased at a rate of 27% for the
quarter, five percentage points below the quarter's sales growth rate as the
company continued tenacious expense control. Amortization of goodwill and other
intangibles increased 4% as a result of acquisitions made during the previous
three quarters. Corporate operating income increased 43% during the quarter and
reached 10.1% of sales from 9.4% in 1994 for the reasons described above.
Interest expense increased 55% over the second quarter of the prior year as a
result of increased average borrowings under the company's credit facility and
higher interest rates. The additional borrowings were used to finance the
September 16, 1994 acquisition of Jay Medical Ltd. and to fund working capital
needs driven by base business sales growth during the second quarter.
8
<PAGE>
SUNRISE MEDICAL INC. AND SUBSIDIARIES
ITEM 1. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
Results of Operations
---------------------
Twenty-six Weeks ended December 30, 1994 as compared to Twenty-six Weeks
------------------------------------------------------------------------
ended December 31, 1993:
------------------------
Net sales for the first half of fiscal 1995 rose to $287 million from $211
million for the same period in fiscal 1994. This 36% growth in sales was
composed of 25% internal growth, 9% acquisition growth, and a 2% foreign
currency translation benefit.
Rehabilitation Product sales during the first six months of 1995 totaled $142
million, growing 31% from prior year. Custom wheelchair sales, which increased
41% in the first half of the year, were the principal source of this sales
growth. Patient aid sales rose 9% during the same period.
Recovery Product sales increased 37% to $86 million for the first half, up
from $63 million the prior year. Therapeutic mattress product revenues grew
by 49% over last year. Sales of health care beds gained 10% from the first half
of fiscal year 1994.
Sales of Respiratory Products were $59 million during the first half of fiscal
1995, growing 50% over the prior year. The timing of the DeVilbiss and Pulsair
acquisitions during the prior year accounted for 25 percentage points of this
sales growth. The internal growth rate was 22% and favorable foreign currency
translation rates explained the remaining 3% increase.
Net income was up 23% to $13.4 million in the first half as compared to $10.9
million in the same period last year. The effective tax rate of 41.1% for the
first half of fiscal 1995 was higher than the prior year's 37.0% as a result of
the first quarter 1994 implementation of SFAS 109, "Accounting for Income
Taxes." Earnings per share rose 20% from $.60 in the first half of fiscal 1994
to $.72 during the same period in 1995.
Key items as a percentage of net sales were:
<TABLE>
<CAPTION>
Twenty-six Weeks Ended
-----------------------------
December 30, December 31,
1994 1993
------------- -------------
<S> <C> <C>
Gross profit 35.2% 36.2%
Corporate operating income 9.6% 9.5%
Interest expense 1.6% 1.3%
Net income 4.6% 5.2%
</TABLE>
Gross margin for the first half of fiscal 1995 was compressed by 1.0
percentage point from the same period in 1994 due to aggressive pricing
strategies in certain product categories and a first quarter mix shift toward
lower-margin products.
9
<PAGE>
SUNRISE MEDICAL INC. AND SUBSIDIARIES
ITEM 1. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
Marketing, selling, and administrative expenses, together with research and
development expenditures collectively rose 32% over the first half of 1994.
Amortization of goodwill and other intangibles increased 11% as a result of
acquisitions made during the three previous quarters. Corporate operating
income grew 38%, while increasing slightly to 9.6 % of sales in 1995 from 9.5%
in the prior year for the reasons described above.
Interest expense increased by 62% for the first half of 1995 as compared to
the same period last year. This increase reflects the recent rise in interest
rates and higher borrowings under the company's credit facility which were used
to finance acquisitions and working capital needs resulting from strong sales
growth.
10
<PAGE>
SUNRISE MEDICAL INC. AND SUBSIDIARIES
ITEM 1. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
Liquidity and Capital Resources
-------------------------------
The company's working capital grew by $28.0 million to $131.3 million in the
first half of 1995. An increase in current assets associated with higher sales
volume drove the growth in working capital. This growth in working capital was
financed primarily through operations, while investing activities of $29.5
million were primarily funded through $ 30.8 million of additional borrowings
under the company's credit facility. Long-term debt increased $38.4 million to
$157.1 million during the first half of fiscal 1995.
During the first half of fiscal 1994, the company's working capital decreased
by $16.6 million to $75.5 million. The change in working capital was primarily
due to the decrease in cash from funding the acquisition of DeVilbiss, partially
offset by the net current assets obtained in the acquisition and an increase in
current assets resulting from higher sales volume. Cash required to finance
working capital growth and investing activities of $126.8 million was funded
through $17.4 million in cash generated from operations, together with the use
of excess cash reserves and borrowings under the company's credit facility.
During the first half of 1994, long-term debt grew $70.9 million to $102.0
million.
Capital expenditures for the first half of fiscal 1995 were $11.5 million as
compared to $12.3 million for the same period last year. Expenditures in both
years were made throughout the company's divisions for new product tooling,
building improvements, and equipment and machinery to improve efficiency, reduce
costs, and expand capacity.
The company believes that its internally generated funds together with its
borrowings under its existing credit facility are sufficient to finance its
ongoing operating and investing activities. The company amended its credit
agreement effective August 17, 1994 primarily to increase the unsecured
commitment to $225 million from $130 million. The company's unused source of
funds under the amended credit agreement at December 30, 1994 was $82.4 million
compared to $32.5 million at December 31, 1993.
The company periodically evaluates possible acquisitions as vehicles to
enhance future growth by expanding its product offering or extending its
geographical distribution. The company would expect to finance any such
potential investment through some combination of cash on hand, additional
borrowings under existing or expanded credit facilities, seller financing in the
form of subordinated notes, the issuance of common stock to sellers, and the
public offering of debt or equity securities.
11
<PAGE>
SUNRISE MEDICAL INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held its Annual Meeting of Stockholders on November 10, 1994. The
following nine directors were elected for a one year term expiring in 1995.
<TABLE>
<CAPTION>
Voted Voted Withheld/ Broker
For Against Abstained Non-Vote
---------- ------- --------- --------
<S> <C> <C> <C> <C>
Election of Directors:
Lee A. Ault III 15,419,671 0 49,740 0
Larry C. Buckelew 15,419,428 0 49,983 0
Richard H. Chandler 15,419,571 0 49,840 0
Lloyd E. Cotsen 14,864,644 0 604,767 0
Babette Heimbuch 15,395,101 0 74,310 0
Murray H. Hutchison 15,416,428 0 52,983 0
William L. Pierpoint 15,419,701 0 49,710 0
Joseph Stemler 15,418,201 0 51,210 0
J.R. Woodhull 15,419,628 0 49,783 0
</TABLE>
12
<PAGE>
SUNRISE MEDICAL INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit
Number Exhibit
------ -------
3.1 Certificate of Incorporation of the company and amendments
thereto. (Incorporated herein by reference to the company's
Registration Statement No. 2-86314 filed with the Securities and
Exchange Commission)
3.2 Amendment to Certificate of Incorporation of the company as set
forth under the caption "Article III -Liability of Director to
the Corporation." (Incorporated herein by reference to Page 10 of
the 1987 Definitive Proxy Statement of the company.)
3.3 Bylaws of the company. (Incorporated herein by reference to the
company's Registration Statement No. 2-86314 filed with the
Securities and Exchange Commission)
3.4 Amendment to Article II, Section 2, of the company's Bylaws.
(Incorporated herein by reference to the company's Form 10-Q for
the periods ended December 28, 1990)
3.5 Amendment to Certificate of Incorporation of the company as to
the number of authorized shares. (Incorporated herein by
reference to the company's Form 10-Q for the periods ended
January 1, 1993)
3.7 Amendment of Bylaws to increase number of directors to nine.
(Incorporated herein by reference to the company's Fiscal 1994
Form 10-K)
4.1 Shareholders' Rights Agreement dated April 24, 1990 (Incorporated
herein by reference to the company's Form 10-Q for the periods
ended March 30, 1990)
10.1 First Amended and Restated Credit Agreement dated as of August
17, 1994 among Sunrise Medical Inc. and certain subsidiary
borrowers and guarantors, Bank of America as agent and other
lenders. (Incorporated herein by reference to the company's Form
8-K dated September 16, 1994)
13
<PAGE>
SUNRISE MEDICAL INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED)
Exhibit
Number Exhibit
------ -------
10.2 Amended and Restated Stock Option Plan for Key Associates.
(Incorporated herein by reference to the 1990 Definitive Proxy
Statement of the company)
10.3 1993 Stock Option Plan. (Incorporated herein by reference to the 1993
Definitive Proxy Statement of the company)
10.4 Management Incentive Bonus Plan. (Incorporated herein by reference to
the company's Registration Statement No. 2-86314 filed with the
Securities and Exchange Commission)
10.5 Special Bonus Plan. (Incorporated herein by reference to the
company's fiscal 1992 Form 10-K)
10.6 Agreement for the Purchase of Certain Stock of Homecare Holdings, Inc.
dated as of June 29, 1993 among Sunrise Medical Inc., Homecare
Holdings, Inc., and the selling shareholders listed therein
(Incorporated herein by reference to the company's June 29, 1993 Form
8-K filed July 6, 1993)
10.7 Asset Purchase Agreement for the Purchase of Certain Assets of Jay
Medical, Ltd. (Incorporated herein by reference to the company's Form
8-K dated September 16, 1994)
10.8 The Sunrise Medical Inc. Profit-Sharing/Savings Plan (Incorporated
herein by reference to the company's Registration Statement No. 33-
88216 filed with the Securities and Exchange Commission)
27.0 Financial data schedule
b) Reports on Form 8-K
On September 24, 1994 the company filed a Current Report on Form 8-K
dated September 16, 1994 disclosing the acquisition of certain assets of Jay
Medical Ltd., a Boulder, Colorado-based manufacturer of wheelchair cushions and
seating systems, and providing the required audited and pro forma financial
statements.
14
<PAGE>
SUNRISE MEDICAL INC. AND SUBSIDIARIES
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.
SUNRISE MEDICAL INC.
Date: February 2, 1995 /s/ Ted N. Tarbet
-------------------------------
Ted N. Tarbet
Senior Vice President,
Chief Financial Officer
and Secretary (Principal
Financial Officer)
Date: February 2, 1995 /s/ John M. Radak
--------------------------------
John M. Radak
Vice President and Controller
(Principal Accounting Officer)
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 30, 1994 AND THE CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE TWENTY-SIX WEEKS PERIOD ENDED
DECEMBER 30, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-01-1994
<PERIOD-END> DEC-30-1994
<CASH> 6,132
<SECURITIES> 0
<RECEIVABLES> 140,268
<ALLOWANCES> 6,293
<INVENTORY> 77,549
<CURRENT-ASSETS> 228,538
<PP&E> 136,758
<DEPRECIATION> 53,884
<TOTAL-ASSETS> 541,227
<CURRENT-LIABILITIES> 97,247
<BONDS> 157,077
<COMMON> 18,264
0
0
<OTHER-SE> 265,774
<TOTAL-LIABILITY-AND-EQUITY> 541,227
<SALES> 287,462
<TOTAL-REVENUES> 287,462
<CGS> 186,393
<TOTAL-COSTS> 186,393
<OTHER-EXPENSES> 73,524
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,462
<INCOME-PRETAX> 22,674
<INCOME-TAX> 9,319
<INCOME-CONTINUING> 13,355
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,355
<EPS-PRIMARY> .72
<EPS-DILUTED> .72
</TABLE>
