<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the quarterly period ended March 27, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________
TO ________________
Commission File No. 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: (760) 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 April 30, 1998: 22,115,773
<PAGE>
SUNRISE MEDICAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
March 27, June 27,
1998 1997
---------------------
(Unaudited)
<S> <C> <C>
ASSETS
- ------
Current assets:
Cash and cash equivalents $ 899 $ 2,823
Trade receivables, net 123,794 114,223
Installment receivables, net 11,615 13,351
Income tax refunds receivable -- 3,794
Inventories 99,689 88,757
Deferred income taxes 11,343 11,343
Other current assets 6,262 3,703
-------- --------
Total current assets 253,602 237,994
Property and equipment, net of accumulated
depreciation of $91,652 and $83,420, respectively 83,228 90,852
Goodwill and other intangible assets, net 270,215 274,410
Other assets, net 5,119 7,293
-------- --------
Total assets $612,164 $610,549
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Current installments of long-term debt $ 7,371 $ 4,942
Trade accounts payable 47,657 47,486
Accrued compensation and other expenses 93,861 81,216
Income taxes payable 2,698 2,119
-------- --------
Total current liabilities 151,587 135,763
Long-term debt, less current installments 173,108 188,061
Deferred income taxes 7,305 7,305
Stockholders' equity:
Preferred stock, $1 par. Authorized 5,000 shares; none issued -- --
Common stock, $1 par. Authorized 40,000 shares; 19,449 and
19,304 shares, respectively, issued and outstanding 19,449 19,304
Additional paid-in capital 204,244 202,379
Retained earnings 56,165 55,978
Cumulative foreign currency translation adjustment 306 1,759
-------- --------
Total stockholders' equity 280,164 279,420
-------- --------
Total liabilities and stockholder's equity $612,164 $610,549
-------- --------
-------- --------
</TABLE>
(See accompanying notes to condensed consolidated financial statements)
<PAGE>
SUNRISE MEDICAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
-------------------------------------------------
March 27, March 28, March 27, March 28,
1998 1997 1998 1997
-------------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net sales $ 160,426 $ 158,419 $ 476,834 $ 493,482
Cost of sales 110,811 107,645 328,314 333,642
--------- --------- --------- ---------
Gross profit 49,615 50,774 148,520 159,840
--------- --------- --------- ---------
Marketing, selling and administrative expenses 34,451 38,806 108,378 120,012
Research and development 3,819 4,365 11,471 11,866
Re-engineering expenses 5,307 -- 16,985 --
Amortization of goodwill and other intangibles 2,124 2,067 6,273 6,224
--------- --------- --------- ---------
Corporate operating income 3,914 5,536 5,413 21,738
--------- --------- --------- ---------
Other (expense) income:
Interest expense (3,641) (3,671) (11,076) (11,545)
Interest income and other, net 790 750 8,540 3,021
--------- --------- --------- ---------
(2,851) (2,921) (2,536) (8,524)
--------- --------- --------- ---------
Income before income taxes 1,063 2,615 2,877 13,214
Income taxes 1,652 1,511 2,690 6,598
--------- --------- --------- ---------
Net (loss) income $ (589) $ 1,104 $ 187 $ 6,616
--------- --------- --------- ---------
--------- --------- --------- ---------
Basic (loss) earnings per share $ (0.03) $ 0.06 $ 0.01 $ 0.35
--------- --------- --------- ---------
--------- --------- --------- ---------
Weighted average number of shares outstanding 19,439 19,290 19,375 19,001
--------- --------- --------- ---------
--------- --------- --------- ---------
Diluted (loss) earnings per share $ (0.03) $ 0.06 $ 0.01 $ 0.35
--------- --------- --------- ---------
--------- --------- --------- ---------
Weighted average number of shares outstanding 19,439 19,407 19,525 19,134
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
(See accompanying notes to condensed consolidated financial statements)
<PAGE>
SUNRISE MEDICAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
------------------------
March 27, March 28,
1998 1997
------------------------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 187 $ 6,616
Non-cash items 18,265 20,939
Changes in assets and liabilities, net of effect of acquisitions:
Receivables, net (5,618) (2,215)
Inventories (10,715) (9,390)
Prepaid expenses and other assets (3,803) 551
Income taxes 4,787 3,748
Accounts payable and other liabilities 12,183 4,085
--------- ---------
Net cash provided by operating activities 15,286 24,334
--------- ---------
Cash flows from investing activities:
Purchase of property and equipment, net (10,667) (22,150)
Proceeds from sale of property and equipment 6,363 --
Proceeds from sale of business -- 14,000
Net cash invested in acquisition of businesses (418) (856)
--------- ---------
Net cash used for investing activities (4,722) (9,006)
--------- ---------
Cash flows from financing activities:
Borrowings of long-term debt 192,600 99,000
Repayments of long-term debt (205,683) (115,645)
Proceeds from issuance of common stock 454 294
--------- ---------
Net cash used for financing activities (12,629) (16,351)
--------- ---------
Effect of exchange rate changes on cash 141 (52)
--------- ---------
Net (decrease) increase in cash and cash equivalents (1,924) (1,075)
Cash and cash equivalents at beginning of period 2,823 1,785
--------- ---------
Cash and cash equivalents at end of period $ 899 $ 710
--------- ---------
--------- ---------
</TABLE>
(See accompanying notes to condensed consolidated financial statements)
<PAGE>
SUNRISE MEDICAL INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
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 Annual Report on Form 10-K for the fiscal year ended June 27, 1997, and
Reports on Form 10-Q for the three months ended September 26, 1997 and
December 26, 1997, filed by Sunrise Medical Inc. (the "company") with the
Securities and Exchange Commission. The unaudited condensed consolidated
financial statements as of March 27, 1998 and for the three months and nine
months ended March 27, 1998 and March 28, 1997 include all adjustments
(consisting of normal recurring adjustments) considered necessary for a fair
presentation. The results of operations for interim periods are not
necessarily indicative of the results which may be expected for the entire
year. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
2. Inventories
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 the following (in
thousands):
<TABLE>
<CAPTION>
March 27, June 27,
1998 1997
---------- ---------
<S> <C> <C>
Raw material $43,544 $34,501
Work-in-progress 14,369 11,570
Finished goods 41,776 42,686
------- -------
$99,689 $88,757
------- -------
------- -------
</TABLE>
Interim period inventory classifications involve a degree of estimation due to
the timing of physical inventories throughout the fiscal year.
<PAGE>
3. Subsequent Event
On April 13, 1998, the company acquired Sentient Systems Technology, Inc., a
manufacturer of augmentative communication devices for persons affected by
speech disabilities. The agreement called for each share of Sentient common
stock to be exchanged for 2.27 shares of Sunrise common stock. Approximately
2.7 million Sunrise shares were issued. The transaction will be accounted for
as a pooling of interests. The following unaudited data summarizes the
combined operating results of the company and Sentient as if the merger had
occurred at the beginning of the periods presented. Merger transaction costs
of approximately $3.0 million will be recognized in the fourth quarter of
fiscal 1998.
<TABLE>
<CAPTION>
Unaudited
- --------------------------------------------------------------------------------
Dollars in millions except Nine Months Ended Year Ended
per-share amounts March 27, 1998 June 27, 1997
- --------------------------------------------------------------------------------
<S> <C> <C>
Net sales $488.5 $670.5
Net Income 1.7 12.0
Basic earnings per share 0.08 0.56
Diluted earnings per share 0.08 0.55
</TABLE>
4. Contingencies
The Securities and Exchange Commission ("SEC") has entered a formal order of
private investigation into the circumstances underlying the restatement of the
company's 1995 and 1994 financial results. The company is cooperating fully with
the SEC in its investigation.
<PAGE>
SUNRISE MEDICAL INC. AND SUBSIDIARIES
ITEM 1. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
REPORTING UNITS
The company reports its operating results using three groupings: Home Healthcare
Group ("HHG"), Continuing Care Group ("CCG") (both based in the United States)
and Sunrise Medical Europe. HHG is comprised of three product divisions:
Mobility Products, Personal Care Products and Respiratory Products.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 27, 1998 COMPARED TO THREE MONTHS ENDED MARCH 28, 1997
NET SALES
Net sales for the third quarter of fiscal 1998 were $160.4 million compared
to $158.4 million in the comparable period of fiscal 1997, an increase of 1%.
Sales grew 3.5% after excluding the 2.4% negative impact of foreign currency
translation and the 0.1% effect of acquisitions and divestitures.
HHG's sales increased 8% in the third quarter of fiscal 1998 to $77.5
million, compared to $71.9 million in the same period of last year. Sales at
the Mobility, Personal Care and Respiratory Products divisions all increased
compared to the prior year. The increase was substantially volume driven,
although overall group average selling prices rose slightly due to a
combination of change in sales mix and selling price changes.
CCG's sales were $23.9 million in the third quarter of fiscal 1998, an
increase of 6% from sales of $22.6 million in the comparable period of fiscal
1997. The increase was primarily attributable to an increase in unit volumes,
as group average selling prices declined slightly.
In Europe, sales were $59.0 million in the third quarter of fiscal 1998,
compared to $64.0 million in the comparable period of fiscal 1997, a decrease
of 8%. Sales decreased 2% after excluding the negative 6% impact from foreign
currency fluctuations and divestitures. Sales increased in Spain and France
compared to the prior year, while revenues from the company's businesses in
the U.K., Germany, and its European distribution group declined. The U.K.
decline was primarily due to the depressed nursing home market, while
Germany continued to be impacted by legislative reimbursement pressures.
EXPENSE AND PROFIT ANALYSIS
<TABLE>
<CAPTION>
Three Months Ended
---------------------------------------------
March 27, 1998 March 28, 1997
---------------------------------------------
<S> <C> <C>
Gross profit 30.9 % 32.1%
Corporate operating income 2.4 % 3.5%
Interest expense 2.3 % 2.3%
Net (loss) income (0.4)% 0.7%
</TABLE>
<PAGE>
Gross profit of $49.6 million in the third quarter of fiscal 1998 was $1.2
million below the $50.8 million recorded in the same period of fiscal 1997.
Gross margin, or gross profit as a percentage of net sales, decreased to
30.9%, primarily as a result of an increase in the pound sterling versus
other European currencies, which caused lower margins on Sunrise U.K.
manufactured products sold in continental Europe. A shift in the mix of
product sales to lower margin products also contributed to the decline.
Marketing, selling and administrative expenses were 21.5% of net sales in the
third quarter, compared to 24.5% in the third quarter of fiscal 1997, a
decrease of $4.4 million. Company-wide operating cost containment measures
combined with a reduction in operating expenses as a result of U.S. and
European consolidations led to the decrease.
Re-engineering expenses were $5.3 million in the third quarter of fiscal
1998. These expenses are related to the re-engineering and facilities
consolidation program announced in fiscal 1997. Expenses include: the
estimated costs of the company's shutdown of the Ft. Pierce, Florida plant;
costs of converting to new and upgraded management information systems; and
underabsorbed overhead, labor inefficiencies, and temporary duplicate
facilities costs related to U.K. plant consolidations.
Corporate operating income decreased by 29% to $3.9 million in the third
quarter of fiscal 1998, compared to $5.5 million in the same period of the
prior year. Excluding re-engineering expenses of $5.3 million, corporate
operating income would have been $9.2 million in the third quarter of fiscal
1998, an increase of 67% over the prior year.
Interest expense for the third quarter of fiscal 1998 was $3.6 million and
comparable with the third quarter of the prior year, as average borrowings
and interest rates were fairly constant.
Pre-tax income in the third quarter of fiscal 1998 decreased $1.5 million or
59% to $1.1 million, compared to $2.6 million in the prior year due to the
impact of the $5.3 million of re-engineering expenses discussed above.
Excluding these expenses, pre-tax income would have been $6.4 million, an
increase of 144% compared to the prior year.
The effective tax rate of 155.4% in the third quarter of fiscal 1998, which
adjusted the year-to-date effective rate to 93.5%, was higher than the rate
of 57.8% in the same period of fiscal 1997. The higher rate results from
non-deductible goodwill amortization representing a greater portion of lower
income before income taxes when compared with the prior year.
The third quarter of fiscal 1998 net loss was $0.6 million, or $0.03 per
share, compared to net income of $1.1 million, or $0.06 per share in the
third quarter of fiscal 1997.
NINE MONTHS ENDED MARCH 27, 1998 COMPARED TO NINE MONTHS ENDED MARCH 28, 1997
NET SALES
Net sales for the first nine months of fiscal 1998 were $476.8 million
compared to $493.5 million in the comparable period of fiscal 1997, a decrease
of 3%. Sales grew 2% after excluding the 3% negative impact of foreign currency
translation and 2% effect of the company's divestiture of its consumer business
in October 1997.
<PAGE>
HHG's sales increased 7% in the first nine months of fiscal 1998 to $222.1
million, compared to $207.9 million in the comparable period of fiscal 1997.
All product divisions had sales growth when compared to the same period of
the prior year. Volume increases accounted for most of the growth as the
competitive pricing environment and shift in sales mix negatively affected
overall average selling prices.
The Continuing Care Group recorded sales of $66.6 million in the first nine
months of fiscal 1998, a decline of 6% from sales of $71.1 million in the
comparable period of fiscal 1997. Overall lower unit volumes and a reduction
in average selling prices contributed to the decline.
In Europe, sales grew 2% to $188.1 in the first three quarters of fiscal
1998, after excluding the negative 8% impact from foreign currency
fluctuations and divestitures, compared to $200.6 million in the first nine
months of fiscal 1997. The company's businesses in France, Spain, and its
European distribution group all had sales growth, while revenues in Germany
declined due to significant reimbursement pressures. Total revenues in the
U.K. also declined as a result of the depressed nursing home market. Total
European sales results were substantially driven by unit volume increases
over the prior year.
EXPENSE AND PROFIT ANALYSIS
<TABLE>
<CAPTION>
Nine Months Ended
-------------------------------------
March 27, 1998 March 28, 1997
-------------------------------------
<S> <C> <C>
Gross profit 31.1% 32.4%
Corporate operating income 1.1% 4.4%
Interest expense 2.3% 2.3%
Net income 0.0% 1.3%
</TABLE>
Gross profit of $148.5 million in the first nine months of fiscal 1998 was
$11.3 million below the $159.8 million recorded in the comparable period of
fiscal 1997. Gross margin decreased by 130 basis points to 31.1%, as a result
of similar trends to those described above for the third quarter, namely
pricing, product mix shifts and negative foreign currency rate impacts.
Marketing, selling and administrative expenses decreased 160 basis points to
22.7% of net sales in the first nine months of fiscal 1998, compared to 24.3%
in the prior year period. Included in the first nine months of 1997 were
one-time costs of $1.4 million related to the company's sponsorship of the
1996 Atlanta Paralympic Games and $2.1 million of expenses incurred at the
company's consumer business, which was divested in October 1996. Excluding
these expenses, marketing, selling and administrative expenses were $8.1
million lower and declined 90 basis points as a percentage of sales from
fiscal 1997. The decrease is attributed to the combination of company-wide
cost containment and the expense reduction which resulted from U.S. and
European plant consolidations.
In the first nine months of 1998, re-engineering expenses totaled $17.0
million. Included in these expenses were the cost of relocating the company's
Simi Valley, California plant to Tijuana, Mexico in addition to the same
items described previously for the third quarter.
Corporate operating income decreased by 75% to $5.4 million in the first nine
months of fiscal 1998, compared to $21.7 million in the same period of the
prior year. Excluding re-engineering expenses of $17.0 million, corporate
operating income would have been $22.4 million in the first nine months of
fiscal 1998, an increase of 3% over the prior year.
Interest expense for the first nine months of fiscal 1998 was $11.1 million
or 4% lower than interest expense of $11.5 million in the first half of the
prior year, attributable to lower average borrowings and slightly lower
average interest rates.
<PAGE>
Interest and other income/expense, increased to $8.5 million compared to $3.0
million in the first nine months of the prior year. Substantially all of the
increase relates to a favorable settlement of a patent infringement lawsuit
and a gain on the sale of property in the U.K., both recorded in this year's
second quarter.
Pre-tax income was $2.9 million for the first nine months of fiscal 1998,
compared to $13.2 million in the same period of the prior year, a decline of
78%. Re-engineering expenses of $17.0 million, as described above, led to the
decline. Without these expenses, pre-tax income would have been $19.9
million, or 50% higher than the prior year.
The effective tax rate of 93.5% in the first nine months of fiscal 1998 was
higher than the rate of 50% in the same period of fiscal 1997 as
non-deductible goodwill amortization represented a greater portion of income
before income taxes.
Net income for the first three quarters fiscal 1998 was $0.2 million, or
$0.01 per share, compared to net income of $6.6 million, or $0.35 per share
in the first nine months of fiscal 1997.
LIQUIDITY AND CAPITAL RESOURCES
During the first nine months of fiscal 1998, the company's working capital
decreased by $0.2 million to $102.0 million. Cash provided by operating
activities was $15.3 million, compared to $24.3 million in the first nine
months of fiscal 1997. The decrease is primarily due to increases in
inventories and accounts receivable, as well as lower net income. Purchases
of property and equipment were $10.7 million, down from $22.2 million in the
1997 period. Capital expenditures in 1997 included the cost and refurbishment
of a plant in the U.K. designated to house the consolidated U.K. businesses.
Long-term debt decreased by $13.1 million in the first nine months of fiscal
1998.
IMPACT OF INFLATION
Inflation did not have any significant effect on the company's operating
results in the first nine months of fiscal 1998.
FORWARD-LOOKING STATEMENTS
The company has made forward-looking statements in this Form 10-Q and other
public announcements and filings. Actual events or results may differ
materially as a result of risks and uncertainties facing the company
including: (i) the impact of competitive products and activities; (ii)
increased industry pricing pressures; (iii) disruptions caused by the
company's consolidations of operations; (iv) the rising cost of raw
materials; (v) product development, commercialization and market acceptance
risks; (vi) reductions in government funding for products sold by the
company; (vii) unfavorable governmental regulatory actions (such as by the
FDA in the U.S.); (viii) risks and uncertainties associated with the
company's international activities; (ix) other factors referenced in
Securities and Exchange Commission filings of the company. The company
disclaims any obligation to update any such factors or to announce publicly
the result of any revisions to any of the forward-looking statements
contained in this Form 10-Q and other public announcements and filings, or to
make corrections to reflect future events or developments.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Number Description
------ -----------
3.1 Certificate of Incorporation of the company and amendments
thereto. (a)
3.2 Amendment to Certificate of Incorporation of the company as set
forth under the caption "Article III - Liability of Director to
the Corporation." (b)
3.3 Amended and Restated Bylaws as of April 29, 1997. (c)
4.1 Amended and Restated Shareholders' Rights Agreement dated
May 16, 1997. (d)
4.2 Sentient Systems Technology, Inc. 1993 Employee Stock Option
Plan. (f)
4.3 Sentient Systems Technology, Inc. Stock Option Agreement Under
1993 Employee Stock Option Plan. (f)
10.17 Third Amended and Restated Credit Agreement and Waiver dated as
of August 28, 1997 among Sunrise Medical Inc. and certain
subsidiary borrowers and guarantors, Bank of America as agent
and other lenders. (e)
10.18 Note Purchase Agreement dated as of October 1, 1997 for $50
million 7.09% Series A Senior Notes Due October 28, 2004 and for
$50 million 7.25% Series B Senior Notes Due October 28, 2007. (e)
27 Financial Data Schedule.
- ---------------------------
(a) Incorporated herein by reference to the company's Registration
Statement No. 2-86314.
(b) Incorporated herein by reference to the company's 1987 Definitive
Proxy Statement.
(c) Incorporated herein by reference to the company's Form 10-K for
the year ended June 28, 1997.
(d) Incorporated herein by reference to the company's Form 8-K dated
May 16, 1997.
(e) Incorporated herein by reference to the company's Form 10-Q dated
November 10, 1997.
(f) Incorporated herein by reference to the company's Form S-8 dated
April 14, 1998.
<PAGE>
(b) REPORTS ON FORM 8-K
A report on Form 8-K dated February 12, 1998, was filed related to
an agreement and plan of merger between Sunrise Medical Inc., SSTI
Acquisition, Inc., and Sentient Systems Technology, Inc.
A report on Form 8-K dated April 13, 1998, was filed in connection
with the acquisition of Sentient Systems Technology, Inc., pursuant to an
agreement and plan of merger between Sunrise Medical Inc., SSTI Acquisition,
Inc., and Sentient Systems Technology, Inc.
<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: May 11, 1998 /s/ Ted N. Tarbet
-------------------
Ted N. Tarbet
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: May 11, 1998 /s/ John M. Radak
--------------------
John M. Radak
Vice President and Controller
(Principal Accounting Officer)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUL-03-1998
<PERIOD-END> MAR-27-1998
<CASH> 899
<SECURITIES> 0
<RECEIVABLES> 146,636
<ALLOWANCES> 11,227
<INVENTORY> 99,689
<CURRENT-ASSETS> 17,605
<PP&E> 174,880
<DEPRECIATION> 91,652
<TOTAL-ASSETS> 612,164
<CURRENT-LIABILITIES> 151,587
<BONDS> 173,108
0
0
<COMMON> 19,449
<OTHER-SE> 260,715
<TOTAL-LIABILITY-AND-EQUITY> 612,164
<SALES> 476,834
<TOTAL-REVENUES> 476,834
<CGS> 328,314
<TOTAL-COSTS> 328,314
<OTHER-EXPENSES> 143,107
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,076
<INCOME-PRETAX> 2,877
<INCOME-TAX> 2,690
<INCOME-CONTINUING> 187
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 187
<EPS-PRIMARY> 0.01
<EPS-DILUTED> 0.01
</TABLE>
