<PAGE> 1
UNITED STATES 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 March 26, 1999
--------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number 1-9548
------
The Timberland Company
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 02-0312554
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
200 Domain Drive, Stratham, New Hampshire 03885
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 772-9500
-----------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
On April 23, 1999, 8,766,797 shares of the registrant's Class A Common Stock
were outstanding and 2,337,849 shares of the registrant's Class B Common Stock
were outstanding.
<PAGE> 2
THE TIMBERLAND COMPANY
FORM 10-Q
TABLE OF CONTENTS
Page(s)
-------
PART I FINANCIAL INFORMATION (unaudited)
Condensed Consolidated Balance Sheets - 1-2
March 26, 1999 and December 31, 1998
Condensed Consolidated Statements of Income - 3
For the three months ended March 26, 1999
and March 27, 1998
Condensed Consolidated Statements of Cash Flows - 4
For the three months ended March 26, 1999 and
March 27, 1998
Notes to Condensed Consolidated Financial Statements 5-6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-11
PART II OTHER INFORMATION 12
<PAGE> 3
Form 10-Q
Page 1
PART I FINANCIAL INFORMATION
THE TIMBERLAND COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
March 26, December 31,
1999 1998
--------- ------------
<S> <C> <C>
Current assets
Cash and equivalents $122,687 $151,889
Accounts receivable, net of allowance for doubtful
accounts of $4,407 at March 26, 1999 and $4,769 at
December 31, 1998 101,057 79,024
Inventory 143,134 131,218
Prepaid expense 12,731 11,897
Deferred income taxes 14,005 13,538
-------- --------
Total current assets 393,614 387,566
-------- --------
Property, plant and equipment 132,267 131,237
Less accumulated depreciation and amortization (76,019) (74,316)
-------- --------
Net property, plant and equipment 56,248 56,921
-------- --------
Excess of cost over fair value of net assets
acquired, net 18,796 19,217
Other assets, net 5,249 5,763
-------- --------
$473,907 $469,467
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 4
Form 10-Q
Page 2
THE TIMBERLAND COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
(Dollars in Thousands, Except Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
March 26, December 31,
1999 1998
--------- ------------
<S> <C> <C>
Current liabilities
Accounts payable $ 26,611 $ 25,890
Accrued expense
Payroll and related 16,307 22,090
Interest and other 40,759 29,528
Income taxes payable 10,805 18,223
-------- --------
Total current liabilities 94,482 95,731
-------- --------
Long-term debt 100,000 100,000
Deferred income taxes 7,513 7,543
Stockholders' equity
Preferred stock, $.01 par value; 2,000,000 shares authorized;
none issued -- --
Class A Common Stock, $.01 par value (1 vote per share);
30,000,000 shares authorized; 9,185,975 shares issued
at March 26, 1999 and 9,177,383 shares at December 31, 1998 92 92
Class B Common Stock, $.01 par value (10 votes per share);
convertible into Class A shares on a one-for-one basis;
15,000,000 shares authorized; 2,337,849 shares issued at
March 26, 1999 and 2,338,162 shares at December 31, 1998 23 23
Additional paid-in capital 74,860 74,711
Retained earnings 214,919 207,077
Accumulated other comprehensive income (loss) (1,646) 626
Less treasury stock at cost, 417,368 shares at March 26,
1999 and December 31, 1998 (16,336) (16,336)
-------- --------
271,912 266,193
-------- --------
$473,907 $469,467
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 5
Form 10-Q
Page 3
THE TIMBERLAND COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands, Except Per Share Data)
(Unaudited)
For the
Three Months Ended
----------------------------
March 26, March 27,
1999 1998
--------- ---------
Revenue $176,897 $163,058
Cost of goods sold 103,768 96,113
-------- --------
Gross profit 73,129 66,945
-------- --------
Operating expense
Selling 47,447 42,405
General and administrative 12,513 12,136
Amortization of goodwill 421 421
-------- --------
Total operating expense 60,381 54,962
-------- --------
Operating income 12,748 11,983
-------- --------
Other expense (income)
Interest expense 2,204 2,234
Other, net (988) (1,082)
-------- --------
Total other expense 1,216 1,152
-------- --------
Income before income taxes 11,532 10,831
-------- --------
Provision for income taxes 3,690 3,466
-------- --------
Net income $ 7,842 $ 7,365
======== ========
Basic earnings per share $ .71 $ .65
======== ========
Weighted-average shares outstanding 11,101 11,380
======== ========
Diluted earnings per share $ .69 $ .62
======== ========
Weighted-average shares outstanding 11,365 11,814
======== ========
See accompanying notes to condensed consolidated financial statements.
<PAGE> 6
Form 10-Q
Page 4
THE TIMBERLAND COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the
Three Months Ended
------------------------------
March 26, March 27,
1999 1998
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 7,842 $ 7,365
Adjustments to reconcile net income
to net cash used by operating activities:
Deferred income taxes (497) 2
Depreciation and amortization 4,546 4,521
Increase (decrease) in cash from changes in working
capital items:
Accounts receivable (25,955) (20,088)
Inventory (12,230) 2,442
Prepaid expense (1,009) 50
Accounts payable 3,637 4,826
Accrued expense 6,461 (4,537)
Income taxes (7,232) (2,847)
-------- --------
Net cash used by operating activities (24,437) (8,266)
-------- --------
Cash flows from investing activities:
Additions to property, plant and equipment, net (3,514) (4,076)
Other, net (855) (419)
-------- --------
Net cash used by investing activities (4,369) (4,495)
-------- --------
Cash flows from financing activities:
Issuance of common stock 149 722
-------- --------
Net cash provided by financing activities 149 722
-------- --------
Effect of exchange rate changes on cash (545) (16)
-------- --------
Net decrease in cash and equivalents (29,202) (12,055)
Cash and equivalents at beginning of period 151,889 98,771
-------- --------
Cash and equivalents at end of period $122,687 $ 86,716
======== ========
- -------------------------------------------------------------------------------------------------------------
Supplemental disclosure of cash flow information:
Interest paid $ 27 $ 6
Income tax paid 11,605 6,263
- -------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 7
Form 10-Q
Page 5
THE TIMBERLAND COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
1. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain the adjustments necessary to
present fairly the Company's financial position, results of operations
and changes in cash flows for the interim periods presented. Such
adjustments consisted of normal recurring items. The unaudited
condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1998.
2. The results of operations for the three months ended March 26, 1999 are
not necessarily indicative of the results to be expected for the full
year. Historically, the Company's revenue has been more heavily
weighted to the second half of the year.
3. Inventory consisted of the following:
March 26, 1999 December 31, 1998
-------------- -----------------
Raw materials $ 5,828 $ 6,253
Work-in-process 4,430 3,913
Finished goods 132,876 121,052
-------- --------
$143,134 $131,218
======== ========
4. Comprehensive income for the three months ended March 26, 1999 and
March 27, 1998 follows:
March 26, March 27,
1999 1998
--------- ---------
Net income $ 7,842 $7,365
Change in cumulative translation
adjustment (2,272) (163)
------- ------
Comprehensive income $ 5,570 $7,202
======= ======
<PAGE> 8
Form 10-Q
Page 6
THE TIMBERLAND COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
5. Business segment revenue, income (loss) before income taxes and total
assets for the three months ended March 26, 1999 and March 27, 1998
follow:
<TABLE>
<CAPTION>
U.S. U.S. Unallocated
1999 Wholesale Retail International Corporate Consolidated
---- --------- -------- ------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Revenue $ 79,246 $ 25,998 $ 71,653 $ -- $176,897
Income (loss) before
income taxes 17,275 (1,306) 12,326 (16,763) 11,532
Total assets 159,704 33,378 103,642 177,183 473,907
1998
----
Revenue $ 77,999 $ 22,053 $ 63,006 $ -- $163,058
Income (loss) before
income taxes 19,017 (1,650) 10,941 (17,477) 10,831
Total assets 154,628 33,566 103,671 133,297 425,162
</TABLE>
A discussion of segment revenue and profitability is contained in
Management's Discussion and Analysis of Financial Condition and Results
of Operations.
6. Dilutive securities included in the calculation of diluted
weighted-average shares were 263,994 and 434,442 for the first quarter
of 1999 and 1998, respectively.
<PAGE> 9
Form 10-Q
Page 7
THE TIMBERLAND COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Unaudited)
RESULTS OF OPERATIONS
FIRST QUARTER 1999 COMPARED WITH FIRST QUARTER 1998
Revenue for the first quarter of 1999 was $176.9 million, an increase of $13.8
million, or 8.5%, compared with the $163.1 million reported in the first quarter
of 1998.
Footwear revenue for the first quarter of 1999 was $130.6 million, an increase
of $6.9 million, or 5.6%, compared with the same period in 1998. The increase
was primarily attributable to growth in both the international wholesale and
domestic retail markets. By product, the increase was primarily attributable to
Boots and Kids' footwear. In total, footwear unit sales increased 6.7% over the
same period last year.
Apparel and accessories revenue for the first quarter of 1999 was $42.6 million,
an increase of $5.6 million, or 15.1%, compared with the same period in 1998.
The growth occurred in both the international and domestic markets. Apparel and
accessories unit sales drove the revenue increase worldwide, posting a 22.6%
increase over the same period last year.
Worldwide revenue from Company-owned retail and factory stores for the first
quarter of 1999 was $32.5 million, an increase of $4.6 million, or 16.4%,
compared with the same period in 1998. This represented 18.4% of total revenue,
compared with 17.1% for the first quarter of 1998. This improvement was driven
primarily by both footwear and apparel and accessories unit sales.
Domestic revenue for the first quarter of 1999 was $105.2 million, an increase
of $5.2 million, or 5.2%, compared with the same period in 1998. Domestic
revenue represented 59.5% of total revenue for the first quarter of 1999,
compared with 61.4% for the first quarter of 1998. The U.S. Wholesale business
segment revenue increased 1.6% in the first quarter of 1999, compared with the
same period in 1998, due to increased apparel unit sales. Footwear revenue was
comparable with last year. The U.S. Retail segment revenue increased 17.9%,
compared with the same period in 1998. Comparable domestic retail and factory
store sales increased 17.3%. Both footwear and apparel and accessories unit
sales drove this improvement.
International revenue for the first quarter of 1999 was $71.7 million, an
increase of $8.6 million, or 13.7%, compared with the same period in 1998.
International revenue comprised 40.5% of total revenue for the first quarter of
1999, compared with 38.6% for the first quarter of 1998. The improvement was
attributable to increases in both footwear and apparel revenue and was driven by
double digit sales increases in three of the five European subsidiaries.
Gross profit as a percentage of revenue for the first quarter of 1999 was 41.3%,
up 0.2 percentage points, from the 41.1% reported for the first quarter of 1998.
The improvement in gross margin was due primarily to a shift in mix to a greater
percentage of higher gross margin, European revenue.
Operating expense was $60.4 million in the first quarter of 1999, up $5.4
million, or 9.9%, from the $55.0 million reported for the first quarter of 1998.
Operating expense as a percentage of revenue for the first quarter of 1999
increased to 34.1%, from the 33.7% reported for the first quarter of 1998. The
increase primarily reflects expenditures for marketing, selling and distribution
costs.
<PAGE> 10
Form 10-Q
Page 8
Interest expense for both the first quarter of 1999 and 1998 was $2.2 million
resulting from the same debt structure in both periods.
Income (loss) before income taxes in the first quarter of 1999 improved in the
U.S. Retail and International segments compared with the same period in 1998,
primarily due to improved revenue and gross margin dollars. The U.S. Wholesale
segment decreased primarily due to expenditures for distribution and product
development on a revenue base slightly higher than the prior year period.
The effective tax rate for the three months ended March 26, 1999 and March 27,
1998 was 32%.
LIQUIDITY AND CAPITAL RESOURCES
Cash used by operations during the first quarter of 1999 was $24.4 million,
compared with $8.3 million used during the same period in 1998. The use of cash
in 1999 was primarily due to increases in accounts receivable and inventory and
a decrease in taxes payable. The changes in receivables and taxes payable are
consistent with the comparable prior year period. The inventory increase
reflects a lower 1998 year end position than in the prior year, while the
balance on March 26, 1999 is comparable to the balance on March 27, 1998. Days
sales outstanding at March 26, 1999 were 51 days compared with 53 days at March
27, 1998. Wholesale days sales outstanding decreased to 55 days at March 26,
1999 from 57 days at March 27, 1998. Inventory turns increased to 2.9 times for
the first quarter of 1999, compared with 2.7 times for the first quarter of
1998.
Net cash used by investing activities amounted to $4.4 million in the first
quarter of 1999 and $4.5 million in the first quarter of 1998. Capital
expenditures for the first quarter of 1999 were $3.5 million, compared with $4.1
million for the same period in 1998. Cash provided by financing activities was
$0.1 million in the first quarter of 1999 and $0.7 million for the same period
in 1998.
The Company has available unsecured revolving and committed lines of credit as
sources of financing for its seasonal and other working capital requirements.
The Company's debt-to-capital ratio was 26.9% at March 26, 1999, compared with
27.3% at December 31, 1998 and 31.0% at March 27, 1998.
Management believes that the Company's capital needs for 1999 will be met
through its existing credit facilities and cash flows from operations without
the need for additional permanent financing. However, as discussed in an exhibit
to the Company's Form 10-K for the year ended December 31, 1998, entitled
"Cautionary Statements for Purposes of the Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995," several risks and uncertainties could
cause the Company to need to raise additional capital through equity and/or debt
financing. The availability and terms of any such financing would be subject to
prevailing market conditions and other factors at that time.
<PAGE> 11
Form 10-Q
Page 9
NEW ACCOUNTING PRONOUNCEMENTS
During 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 is not required to be
implemented until fiscal year 2000. Since its requirements are complex and its
scope far reaching, the Company has not completed its evaluation of the impact
of this standard on its consolidated financial statements.
YEAR 2000
The Year 2000 issue is primarily the result of computer programs using two
digits rather than four to refer to a year. These programs may not properly
recognize a year that begins with "20" instead of "19." This could cause an
inability of computer programs to process transactions or engage in normal
business activities.
STATE OF READINESS. In the fourth quarter of 1996, the Company made a
- ------------------- preliminary assessment of the capabilities of its systems to
recognize and process dates properly in the year 2000 and beyond. Based on the
findings of this assessment, the Company established a centralized project
office and formed a multi-disciplinary project team responsible for the
development, management and coordination of a global Year 2000 compliance
strategy and for building awareness and understanding of Year 2000 issues
throughout the Company.
The Company's Year 2000 compliance strategy includes several overlapping phases:
- - INVENTORY involves identifying all hardware, software and external business
--------- partners (including customers, suppliers and service providers)
that could have a date-related impact on the following functional systems
and/or business operations: (i) enterprise business systems, which
encompass order processing, inventory and financial systems; (ii) technical
systems, including desktops, networks, voice and mid-range computers; (iii)
department hardware and software applications used by individual business
units; and (iv) facilities and other non-informational technology systems.
- - ANALYSIS involves, for each of the above inventory categories, identifying
-------- the relevant date on which the inventory would first encounter the
requirement to use a year 2000 date, determining Year 2000 compliance and
assessing the level and likelihood of potential risk and exposure to the
Company of non-compliance.
- - CONVERSION involves developing and executing a plan to bring inventory into
---------- compliance.
- - TESTING involves executing test routines on each inventory item for
------- compliance, both by itself and on an integrated basis with every
other system with which it shares information.
- - IMPLEMENTATION involves putting compliant inventory back into the
-------------- production environment.
<PAGE> 12
Form 10-Q
Page 10
The Company has completed the inventory, analysis and conversion phases for its
enterprise business systems. During the first quarter of 1999, the Company
completed the testing and implementation of its factory inventory control
systems. The Company has completed the testing and implementation phases for all
of its enterprise business systems, except its corporate supply chain planning
and its European financial transactions systems. The Company expects to complete
the testing and implementation of these systems by the end of the second quarter
of 1999. The Company has also completed the inventory and analysis phases for
all other systems. Conversion, testing and implementation of all such systems
are underway, with attention being dedicated first to the most critical
inventory. Completion of testing and implementation is planned for the second
quarter of 1999 for technical systems and throughout 1999 for departmental
applications, facilities and non-informational technology systems.
In addition to requesting warranty compliance from its external business
partners, the Company has requested information on its business partners' Year
2000 compliance and contingency plans to assess the potential risks of
non-compliance and the resulting impact on the Company. The Company uses the
information it receives in developing its Year 2000 contingency plans, as
discussed in more detail below. This process will continue throughout 1999. The
Company also requests that new external business partners certify, in writing,
that they are Year 2000 compliant. However, the Company will not be able to
independently verify that such external business partners are, in fact, Year
2000 compliant.
COSTS Total expenditures related to the Company's Year 2000 compliance efforts
- ----- are currently estimated to be approximately $4.2 million from 1997
through 2000. This estimate does not include the compensation of Company
employees and other similar internal costs, the time and costs that may be
incurred by the Company as a result of the failure of any third parties to
become Year 2000 compliant, or internal costs related to contingency plans. Year
2000 expenditures are being funded through operating cash flows and are expected
to be immaterial to the Company's operating results. This estimate is based on
the Company's current assessment of its Year 2000 compliance needs and is
subject to change as the Company proceeds with its compliance efforts. As of
March 26, 1999, the Company has incurred approximately $1.3 million relating to
its Year 2000 initiatives.
RISKS The Company does not now anticipate that a material business disruption
- ----- will occur as a result of Year 2000 issues. However, to the extent the
Company is unable to resolve Year 2000 issues, the Company's business, financial
position and results of operations could be materially adversely affected.
The Company believes that the greatest potential risk is the failure of its
external business partners to achieve Year 2000 compliance in a timely manner.
Among other things, the Company's principal leather suppliers, footwear and
apparel manufacturers and transportation providers could be unable to
manufacture or deliver materials and products in a timely manner.
The Company's Year 2000 compliance efforts are subject to additional risks,
including, among others: unexpected problems identified in testing results;
delays in system conversion or implementation; the Company's failure to identify
fully all Year 2000 dependencies in its systems and in the systems of its
external business partners; and the failure of parts of the global
infrastructure, including national banking systems, power, transportation
facilities, communications and governmental activities, to be fully functional
after 1999.
As the Company's testing and implementation of its enterprise business systems
and assessment of its technical systems and departmental applications are
underway, and as responses from many of its external business partners are
pending, the Company cannot fully and accurately quantify the impact of its most
reasonably likely worst case Year 2000 scenario at the present time.
<PAGE> 13
Form 10-Q
Page 11
CONTINGENCY PLAN The Company is in the process of developing Year 2000
- ---------------- contingency plans to address the risk and exposure relative to
the Company's supply chain, from the purchase of raw materials through the
delivery of finished products to the customer. The Company is using the
information and data received from its external business partners to develop its
contingency plans. To the extent possible, the Company's contingency plans will
be coordinated with the plans of its business partners. The Company expects to
more completely define these issues and to quantify their potential impact by
the close of the second quarter of 1999. These efforts will be supplemented by
the Year 2000 contingency plans for certain issues at the individual inventory
level, previously developed and continually updated by the Company. The Company
also expects to complete the Company-level contingency plans by the close of the
second quarter of 1999. However, the necessity, timing and cost of any
contingency plans must be evaluated on a case-by-case basis and may vary
considerably, and testing results and external business partners' responses may
require changes in or additions to such plans. Furthermore, there may be no
practical alternative course of action available to the Company for some issues,
such as infrastructure failures.
The Company's statements of its expectations regarding the current status, date
of completion and costs of its Year 2000 compliance programs are forward-looking
statements. These statements are management's best estimates based on
information currently available. Therefore, they are inherently subject to risks
and uncertainties, including those described above, which could cause actual
results to differ and which may have a material adverse effect on the Company's
business, financial position, results of operations or capital or liquidity
needs.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's current policies and business practices regarding derivative
instruments are consistent with its fiscal year end 1998 Annual Report
disclosure. As of March 26, 1999, the Company had no short-term financing
outstanding and one long-term debt instrument outstanding at a fixed interest
rate of 8.94% with a maturity in December, 2001. The Company's foreign currency
exposure is generated primarily from its European operating subsidiaries. As of
March 26, 1999, there were no material foreign currency transactions or cash
exposures that were not hedged. Based upon sensitivity analysis, a 10% change in
foreign exchange rates would cause the fair value of the Company's financial
instruments to increase/decrease by approximately $8.0 million.
<PAGE> 14
Form 10-Q
Page 12
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Description
------- -----------
27 Financial Data Schedule
(b) Reports on Form 8-K - There were no reports on Form 8-K filed
during the period covered by this report.
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.
The Timberland Company
-----------------------------------
(Registrant)
Date: May 6, 1999 /s/ Geoffrey J. Hibner
------------ -----------------------------------
Geoffrey J. Hibner
Senior Vice President - Finance and
Administration and Chief Financial
Officer
Date: May 6, 1999 /s/ Dennis W. Hagele
------------ -----------------------------------
Dennis W. Hagele
Vice President-Finance and
Corporate Controller
(Chief Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Condensed Consolidated Balance Sheet as of March 26, 1999 and the
Condensed Consolidated Statement of Income for the three months ended March 26,
1999 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-26-1999
<CASH> 122,687
<SECURITIES> 0
<RECEIVABLES> 105,464
<ALLOWANCES> 4,407
<INVENTORY> 143,134
<CURRENT-ASSETS> 393,614
<PP&E> 132,267
<DEPRECIATION> 76,019
<TOTAL-ASSETS> 473,907
<CURRENT-LIABILITIES> 94,482
<BONDS> 100,000
0
0
<COMMON> 115
<OTHER-SE> 271,797
<TOTAL-LIABILITY-AND-EQUITY> 473,907
<SALES> 176,897
<TOTAL-REVENUES> 176,897
<CGS> 103,768
<TOTAL-COSTS> 103,768
<OTHER-EXPENSES> 421
<LOSS-PROVISION> 103
<INTEREST-EXPENSE> 2,204
<INCOME-PRETAX> 11,532
<INCOME-TAX> 3,690
<INCOME-CONTINUING> 7,842
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,842
<EPS-PRIMARY> .71
<EPS-DILUTED> .69
</TABLE>
