<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 December 26, 1997
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 January 30, 1998: 19,433,424
<PAGE>
SUNRISE MEDICAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
December 26, June 27,
ASSETS 1997 1997
- ------ ------------- --------
<S> <C> <C>
Current assets: (Unaudited)
Cash and cash equivalents $ 926 $ 2,823
Trade receivables, net 129,628 114,223
Installment receivables, net 10,542 13,351
Income tax refunds receivable 1,827 3,794
Inventories 93,329 88,757
Deferred income taxes 11,343 11,343
Other current assets 6,410 3,703
-------- --------
Total current assets 254,005 237,994
Property and equipment, net of accumulated
depreciation of $88,590 and $83,420, respectively 87,057 90,852
Goodwill and other intangible assets, net 274,170 274,410
Other assets, net 5,316 7,293
-------- --------
Total assets $620,548 $610,549
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 5,244 $ 4,942
Trade accounts payable 51,961 47,486
Accrued compensation and other expenses 86,317 81,216
Income taxes payable 1,046 2,119
-------- --------
Total current liabilities 144,568 135,763
Long-term debt, less current installments 186,866 188,061
Deferred income taxes 7,426 7,305
Stockholders' equity:
Preferred stock, $1 par. Authorized 5,000 shares;
none issued --- ---
Common stock, $1 par. Authorized 40,000 shares;
19,418 and 19,304 shares, respectively, issued
and outstanding 19,418 19,304
Additional paid-in capital 204,024 202,379
Retained earnings 56,754 55,978
Cumulative foreign currency translation adjustment 1,492 1,759
-------- --------
Total stockholders' equity 281,688 279,420
-------- --------
Total liabilities and stockholders' equity $620,548 $610,549
-------- --------
-------- --------
</TABLE>
(See accompanying notes to condensed consolidated financial statements)
<PAGE>
SUNRISE MEDICAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty-six Weeks Ended
-------------------------- ------------------------------
December 26, December 27, December 26, December 27,
1997 1996 1997 1996
-------------------------- ------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net sales $165,346 $169,710 $316,409 $335,063
Cost of sales 114,780 115,098 217,504 225,997
-------- -------- -------- --------
Gross profit 50,566 54,612 98,905 109,066
Marketing, selling and administrative expenses 38,908 40,942 73,927 81,659
Research and development 3,781 3,742 7,652 7,048
Re-engineering expenses 7,043 - 11,678 -
Amortization of goodwill and other intangibles 2,104 2,117 4,149 4,157
-------- -------- -------- --------
51,836 46,801 97,406 92,864
Corporate operating (loss) income (1,270) 7,811 1,499 16,202
-------- -------- -------- --------
Other (expense) income:
Interest expense (4,024) (3,872) (7,435) (7,874)
Interest income and other, net 6,400 777 7,750 2,271
-------- -------- -------- --------
2,376 (3,095) 315 (5,603)
-------- -------- -------- --------
Income before income taxes 1,106 4,716 1,814 10,599
Income taxes 675 2,264 1,038 5,087
-------- -------- -------- --------
Net income $ 431 $ 2,452 $ 776 $ 5,512
-------- -------- -------- --------
-------- -------- -------- --------
Basic earnings per share $ 0.02 $ 0.13 $ 0.04 $ 0.29
-------- -------- -------- --------
-------- -------- -------- --------
Weighted average number of shares outstanding 19,381 18,863 19,343 18,857
-------- -------- -------- --------
-------- -------- -------- --------
Diluted earnings per share $ 0.02 $ 0.13 $ 0.04 $ 0.29
-------- -------- -------- --------
-------- -------- -------- --------
Weighted average number of shares outstanding 19,564 18,983 19,499 18,999
-------- -------- -------- --------
-------- -------- -------- --------
</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>
Twenty-six Weeks Ended
---------------------------
December 26, December 27,
1997 1996
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 776 $ 5,512
Non-cash items 12,327 13,887
Changes in assets and liabilities, net of effect
of acquisitions:
Receivables, net (10,548) (9,732)
Inventories (4,355) (8,574)
Prepaid expenses and other assets (4,443) (1,816)
Income taxes 894 10,757
Accounts payable and other liabilities 9,467 19,067
------- --------
Net cash provided by operating activities 4,118 29,101
------- --------
Cash flows from investing activities:
Purchase of property and equipment (10,560) (13,492)
Proceeds from sale of property and equipment 6,363 -
Net cash invested in acquisition of businesses (418) (856)
Proceeds from sale of business - 14,000
------- --------
Net cash used for investing activities (4,615) (348)
------- --------
Cash flows from financing activities:
Borrowings of long-term debt 170,800 55,900
Repayments of long-term debt (172,252) (84,231)
Proceeds from issuance of common stock 59 201
------- --------
Net cash used for financing activities (1,393) (28,130)
------- --------
Effect of exchange rate changes on cash (7) (69)
------- --------
Net (decrease) increase in cash and cash equivalents (1,897) 554
Cash and cash equivalents at beginning of period 2,823 1,785
------- --------
Cash and cash equivalents at end of period $ 926 $ 2,339
------- --------
------- --------
</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
Report on Form 10-Q for the first quarter ended September 26, 1997, filed
by Sunrise Medical Inc. (the "company") with the Securities and Exchange
Commission. The unaudited condensed consolidated financial statements as of
December 26, 1997 and for the thirteen-week and twenty-six week periods ended
December 26, 1997 and December 27, 1996 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>
December 26, June 27,
1997 1997
------- -------
<S> <C> <C>
Raw material $36,277 $34,501
Work-in-progress 12,170 11,570
Finished goods 44,882 42,686
------- -------
$93,329 $88,757
------- -------
------- -------
</TABLE>
Interim period inventory classifications involve a degree of estimation due
to the timing of physical inventories throughout the fiscal year.
3. Debt
On October 28, 1997, the company completed a private placement of $100
million of senior notes, $50 million maturing after seven years, bearing
interest at 7.09% and the remaining $50 million maturing after ten years at
an interest rate of 7.25%. The proceeds of this debt issuance were used to
reduce the outstanding debt on the company's unsecured multi-currency credit
facility. As a result of this placement, the maximum borrowing commitment
currently available under the company's multi-currency credit facility has
also been reduced by $100 million to $150 million.
<PAGE>
4. Net Income (Loss) per Share
The company adopted Statement of Financial Accounting Standards No. 128
("SFAS 128"), "Earnings per Share", during the second quarter of fiscal year
1998. Prior period net income (loss) per share amounts calculated and
disclosed in accordance with SFAS 128 are as follows:
<TABLE>
<CAPTION>
Years Ended
-----------------------------------------------
June 27, June 28, June 30, July 1, July 2,
1997 1996 1995 1994 1993
-----------------------------------------------
<S> <C> <C> <C> <C> <C>
Basic earnings (loss) per share $0.55 $(2.17) $1.06 $1.23 $1.26
Weighted average shares outstanding 19,075 18,810 18,289 17,714 14,336
Diluted earnings (loss) per share $0.55 $(2.17) $1.03 $1.19 $1.21
Weighted average shares outstanding 19,196 18,810 18,819 18,317 14,950
</TABLE>
5. 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 North
America) and Sunrise Medical Europe. HHG is comprised of three divisions:
Mobility Products, Personal Care Products and Respiratory Products.
RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED DECEMBER 26, 1997 COMPARED TO THIRTEEN WEEKS ENDED
DECEMBER 27, 1996
NET SALES
Net sales for the second quarter of fiscal 1998 were $165.3 million compared
to $169.7 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 the 2% effect of the company's divestiture of its consumer
business in October 1996.
The Home Healthcare Group's sales increased 6% in the second quarter of
fiscal 1998 to $75.9 million, compared to $71.7 million in the second quarter
of fiscal 1997. Volume increases in sales of Mobility and Personal Care
Products were slightly offset by the volume decline in respiratory products
and modest average selling price declines across all three product lines.
Respiratory product sales were impacted by changes in customer buying
patterns in anticipation of the 25% cut in Medicare oxygen reimbursement
effected on January 1, 1998.
The Continuing Care Group recorded sales of $22.1 million in the second
quarter of fiscal 1998, a decline of 10% from sales of $24.5 million in the
comparable period of fiscal 1997. The decline was primarily attributable to
a decrease in unit volumes, although average selling prices did decrease
slightly. Sales in the second quarter of fiscal 1998 increased 7% over first
quarter 1998 in part due to a 2% decrease in the backlog reported in the
first quarter of fiscal 1998.
In Europe, sales were $67.4 million in the second quarter of fiscal 1998,
compared to $69.6 million in the comparable period of fiscal 1997, a decrease
of 3%. Sales grew 5% after excluding the negative 8% impact from foreign
currency fluctuations. The company's businesses in the U.K., France, Spain,
and its European distribution group all had sales growth, however, revenues
in Germany declined due to legislative changes in healthcare reimbursement.
European sales results were substantially driven by unit volume increases
over the prior year as overall average selling prices remained fairly
constant.
<PAGE>
EXPENSE AND PROFIT ANALYSIS
<TABLE>
<CAPTION>
Thirteen Weeks Ended
---------------------------
December 26, December 27,
1997 1996
---------------------------
<S> <C> <C>
Gross profit 30.6% 32.2%
Corporate operating income (0.8%) 4.6%
Interest expense 2.4% 2.3%
Net income 0.3% 1.4%
</TABLE>
Gross profit of $50.6 million in the second quarter of fiscal 1998 was $4.0
million below the $54.6 million recorded in the comparable period of fiscal
1997. Gross margin, or gross profit as a percentage of net sales, decreased
by 1.6% to 30.6% as a result of pricing and a shift in the mix of product
sales to lower margin products. In addition, negative foreign exchange rate
impacts resulting primarily from the increase in the pound sterling versus
other European currencies have reduced margins on Sunrise U.K. manufactured
products sold in continental Europe.
Marketing, selling and administrative expenses in the second quarter of
fiscal 1998 were 23.5% of net sales compared to 24.1% in the second quarter
of fiscal 1997. Company-wide operating cost containment measures led to the
decrease.
Research and development expenses increased to 2.3% of net sales or $3.8 in
the second quarter of fiscal 1998 as compared to 2.2% of net sales or $3.7
million in fiscal 1997.
Re-engineering expenses were $7.0 million in the second quarter of fiscal
1998. These period expenses are related to the re-engineering and facilities
consolidation program costs announced in fiscal 1997. Expenses include: the
cost of relocating the company's Simi Valley, California plant to Tijuana,
Mexico; underabsorbed overhead variances, labor inefficiencies, and temporary
duplicate facilities costs related to the U.K. plant consolidations; and
costs of new and upgraded management information systems.
Interest expense for the second quarter of fiscal 1998 was $4.0 million or 4%
higher than interest expense of $3.9 million in the second quarter of the
prior year, attributable to higher average borrowings and a slight increase
in interest rates.
Interest and other income/expense, increased to $6.4 million compared to $0.8
million in the second quarter of the prior year. Substantially all of the
increase relates to a favorable settlement of patent infringement litigation
and a gain on the sale of property in the U.K.
The effective tax rate of 61% in the second quarter of fiscal 1998 was higher
than the rate of 48.0% in the same period of fiscal 1997, principally as a
result of non-deductible goodwill amortization representing a greater portion
of income before income taxes.
<PAGE>
Net income for the second quarter of fiscal 1998 was $0.4 million, or $0.02
per share, compared to net income of $2.5 million, or $0.13 per share in the
second quarter of fiscal 1997.
TWENTY-SIX WEEKS ENDED DECEMBER 26, 1997 COMPARED TO TWENTY-SIX WEEKS ENDED
DECEMBER 27, 1996
NET SALES
Net sales for the first half of fiscal 1998 were $316.4 million compared to
$335.1 million in the comparable period of fiscal 1997, a decrease of 6%.
Sales grew 2% after excluding the 4% negative impact of foreign currency
translation and 4% effect of the company's divestiture of its consumer
business in October 1996.
The Home Healthcare Group's sales increased 6% in the first half of fiscal
1998 to $144.6 million, compared to $136.0 million in the first half of
fiscal 1997. Increased unit volume in all product lines with the exception of
Respiratory products accounted for most of the growth as the competitive
pricing environment continued to negatively affect average selling prices.
The Continuing Care Group recorded sales of $42.7 million in the first half
of fiscal 1998, a decline of 12% from sales of $48.5 million in the
comparable period of fiscal 1997. All product lines experienced decreased
unit volumes and average selling prices also declined slightly.
In Europe, sales grew 3% to $129.1 in the first half of fiscal 1998, after
excluding the negative 9% impact from foreign currency fluctuations, compared
to $136.7 million in the first half of fiscal 1997. The company's businesses
in the U.K., France, Spain, and its European distribution group all had sales
growth, while revenues in Germany declined due to significant reimbursement
pressures. Total European sales results were substantially driven by unit
volume increases over the prior year as overall average selling prices
remained fairly constant.
EXPENSE AND PROFIT ANALYSIS
<TABLE>
<CAPTION>
Twenty-six Weeks Ended
---------------------------
December 26, December 27,
1997 1996
---------------------------
<S> <C> <C>
Gross profit 31.3% 32.6%
Corporate operating income 0.5% 4.8%
Interest expense 2.3% 2.4%
Net income 0.2% 1.6%
</TABLE>
Gross profit of $98.9 million in the first half of fiscal 1998 was $10.2
million below the $109.1 million recorded in the comparable period of fiscal
1997. Gross margin decreased by 1.3% to 31.3% as a result of similar trends
to those described above for the second quarter, namely pricing, product mix
shifts and negative foreign currency rate impacts.
<PAGE>
Marketing, selling and administrative expenses were 23.4% in the first half
of fiscal 1998 compared to 24.4% in the first half of fiscal 1997. Included
in the first half 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.
Research and development expenses increased to 2.4% of net sales or $7.7
million in the first half of fiscal 1998 as compared to 2.1% of net sales or
$7.0 million in fiscal 1997. This increase reflects the company's renewed
focus on new technologies and enhancements as facilities consolidations near
completion.
In the first half of fiscal 1998, re-engineering expenses totaled $11.7
million. The same amounts as described previously for the second quarter are
also included in the year-to-date amount.
Interest expense for the first half of fiscal 1998 was $7.4 million or 6%
lower than interest expense of $7.9 million in the first half of the prior
year, attributable to lower average borrowings partially offset by a slight
decrease in average interest rates.
Interest and other income/expense, increased to $7.8 million compared to $2.3
million in the first half 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.
The effective tax rate of 57.2% in the first half of fiscal 1998 was higher
than the rate of 48.0% 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 half of fiscal 1998 was $0.8 million, or $0.04 per
share, compared to net income of $5.5 million, or $0.29 per share in the
first half of fiscal 1997.
LIQUIDITY AND CAPITAL RESOURCES
During the first half of fiscal 1998, the company's working capital increased
by $7.2 million to $109.4 million. Cash provided by operating activities
was $4.1 million, compared to $29.1 million in the first half of fiscal 1997.
Cash provided by operating activities in 1997 included $15 million from
income tax refunds and $10 million from the increase in accounts payable and
other liabilities. Purchases of property and equipment were $10.6 million,
down from $13.5 million in the 1997 period. Long-term debt decreased by $1.5
million in the first half of fiscal 1998.
<PAGE>
The company recorded pre-tax charges from unusual items of $65.2 million in
fiscal 1996. Of these charges, approximately $36.2 million required cash
payments and $29.0 million represented non-cash charges. A total of $28.7
million of the cash amounts had been paid by June 27, 1997, and an additional
$3.5 million was paid during the first half of fiscal 1998. Substantially
all of the $4.0 million balance of cash charges is expected to be paid over
the next nine months.
IMPACT OF INFLATION
Inflation did not have any significant effect on the company's operating
results in the first half 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>
SUNRISE MEDICAL INC.
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 13, 1997.
The following eight directors were elected for a one-year term. The manner
in which the shares represented at the meeting were voted in the election of
each director is detailed below.
<TABLE>
<CAPTION>
Voted Withheld/
For Abstained
---------- ---------
<S> <C> <C>
Lee A. Ault II 15,939,912 81,562
Richard H. Chandler 15,935,750 85,724
Lloyd E. Cotsen 13,936,216 2,085,258
Babette Heimbuch 15,939,409 82,065
Murray H. Hutchison 15,943,812 77,662
William L. Pierpoint 15,940,212 81,262
Joseph Stemler 15,940,312 81,162
John R. Woodhull 15,940,412 81,062
</TABLE>
<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)
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.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended December
26, 1997.
<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 9, 1998 /s/ Ted N. Tarbet
----------------------------------------
Ted N. Tarbet
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: February 9, 1998 /s/ John M. Radak
----------------------------------------
John M. Radak
Vice President and Controller
(Principal Accounting Officer)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED BALANCE SHEET AS OF DECEMBER 26 1997 AND THE CONDENSED STATEMENT OF
OPERATIONS FOR THE SIX MONTHS ENDED DECEMBER 26, 1997 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> JUN-26-1998
<PERIOD-END> DEC-26-1997
<CASH> 926
<SECURITIES> 0
<RECEIVABLES> 152,861
<ALLOWANCES> 12,691
<INVENTORY> 93,329
<CURRENT-ASSETS> 254,005
<PP&E> 175,647
<DEPRECIATION> 88,590
<TOTAL-ASSETS> 620,548
<CURRENT-LIABILITIES> 144,568
<BONDS> 0
0
0
<COMMON> 19,418
<OTHER-SE> 262,270
<TOTAL-LIABILITY-AND-EQUITY> 620,548
<SALES> 316,409
<TOTAL-REVENUES> 316,409
<CGS> 217,504
<TOTAL-COSTS> 217,504
<OTHER-EXPENSES> 97,406
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,435
<INCOME-PRETAX> 1,814
<INCOME-TAX> 1,038
<INCOME-CONTINUING> 776
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 776
<EPS-PRIMARY> 0.04
<EPS-DILUTED> 0.04
</TABLE>
