SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 1999 Commission File Number 0-16093
CONMED CORPORATION
(Exact name of the registrant as specified in its charter)
New York 16-0977505
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
310 Broad Street, Utica, New York 13501
(Address of principal executive offices) (Zip Code)
(315) 797-8375
(Registrant's telephone number, including area code)
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 [ ]
The number of shares outstanding of registrant's common stock, as of
May 10, 1999 is 15,234,123 shares.
<PAGE>
CONMED CORPORATION
TABLE OF CONTENTS
FORM 10-Q
PART I FINANCIAL INFORMATION
Item Number
Item 1. Financial Statements
- Consolidated Statements of Income
- Consolidated Balance Sheets
- Consolidated Statements of Shareholders' Equity
- Consolidated Statements of Cash Flows
- Notes to Consolidated Financial
Statements
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Signatures
Exhibit Index
<PAGE>
Item 1.
<TABLE>
<CAPTION>
CONMED CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended March 1998 and 1999
(in thousands except per share amounts)
(unaudited)
1998 1999
-------- -------
<S> <C> <C>
Net sales ..................................... $ 80,242 $ 90,869
-------- -------
Cost and expenses:
Cost of sales ............................... 44,390 43,542
Selling and administrative .................. 21,779 26,566
Research and development .................... 2,727 2,956
-------- -------
Total operating expenses ............. 68,896 73,064
-------- -------
Income from operations ........................ 11,346 17,805
Interest expense, net ......................... (7,515) (7,926)
-------- -------
Income before income taxes
and extraordinary item ...................... 3,831 9,879
Provision for income taxes .................... (1,379) (3,556)
-------- -------
Income before extraordinary item .............. 2,452 6,323
Extraordinary item, net of income taxes(Note 4) (1,569) --
-------- -------
Net income .................................... $ 883 $ 6,323
======== =======
Per share data:
Income before extraordinary item
Basic ................................ $ .16 $ .42
Diluted .............................. .16 .41
Extraordinary item (Note 4)
Basic ................................ $ (.10) $ --
Diluted .............................. (.10) --
Net income
Basic ................................ $ .06 $ .42
Diluted .............................. .06 .41
Weighted average common shares
Basic ................................ 15,038 15,174
Diluted .............................. 15,320 15,570
</TABLE>
See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
CONMED CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands except share amounts)
ASSETS
(unaudited)
December March
1998 1999
--------- ---------
<S> <C> <C>
Current assets:
Cash and cash equivalents .............................. $ 5,906 $ 4,166
Accounts receivable, net ............................... 66,819 68,906
Income taxes receivable ................................ 1,441 --
Inventories, net (Note 3) .............................. 78,058 82,456
Deferred income taxes .................................. 2,776 2,776
Prepaid expenses and other current assets .............. 4,620 4,946
--------- ---------
Total current assets ............................ 159,620 163,250
Property, plant and equipment, net ....................... 59,044 58,037
Deferred income taxes .................................... 3,900 3,900
Goodwill, net ............................................ 194,690 193,600
Patents, trademarks, and other assets, net ............... 211,530 209,654
--------- ---------
Total assets .................................... $ 628,784 $ 628,441
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt ...................... $ 22,995 $ 25,390
Accrued interest ....................................... 6,069 3,036
Accounts payable ....................................... 19,594 20,713
Income taxes payable ................................... -- 3,560
Accrued payroll and withholdings ....................... 9,665 6,445
Other current liabilities .............................. 7,873 6,672
--------- ---------
Total current liabilities ....................... 66,196 65,816
Long-term debt ........................................... 361,877 354,633
Other long-term liabilities .............................. 18,543 19,341
--------- ---------
Total liabilities ............................... 446,616 439,790
--------- ---------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONMED CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands except share amounts)
(unaudited)
December March
1998 1999
--------- ---------
<S> <C> <C>
Shareholders' equity:
Preferred stock, par value $.01 per share;
authorized 500,000 shares; none outstanding ..... -- --
Common stock, par value $.01 per share;
40,000,000 shares authorized; 15,182,811 and
15,201,913 shares issued and outstanding in
1998 and 1999, respectively ........................ 152 152
Paid-in capital ........................................ 125,039 125,245
Retained earnings ...................................... 57,361 63,684
Cumulative translation adjustments ..................... 35 (11)
Less 25,000 shares of common stock in treasury,
at cost .............................................. (419) (419)
--------- ---------
182,168 188,651
--------- ---------
Total liabilities and shareholders' equity ...... $ 628,784 $ 628,441
========= =========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
CONMED CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Three Months Ended March 1998 and 1999
(in thousands)
(unaudited)
1998 1999
-------- --------
<S> <C> <C>
Common stock at beginning and
end of period ............................... $ 151 $ 152
-------- --------
Paid-in capital
Balance at beginning of period .............. 123,451 125,039
Exercise of stock options ................... 74 206
-------- --------
Balance at end of period .................... 123,525 125,245
-------- --------
Retained earnings
Balance at beginning of period .............. 39,553 57,361
Net income (A) .............................. 883 6,323
-------- --------
Balance at end of period .................... 40,436 63,684
-------- --------
Accumulated other comprehensive income
Balance at beginning of period
Cumulative foreign currency translation
adjustments ............................ -- 35
Other comprehensive income
Foreign currency translation adjustments(B) -- (46)
-------- --------
Balance at end of period
Cumulative foreign currency translation
adjustments ............................ -- (11)
-------- --------
Treasury stock at beginning
and end of period ......................... (419) (419)
-------- --------
Total shareholders' equity .................... $163,693 $188,651
======== ========
Total comprehensive income (A + B) ............ $ 883 $ 6,277
======== ========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
CONMED CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 1998 and 1999
(in thousands)
(unaudited)
1998 1999
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income ..................................... $ 883 $ 6,323
--------- ---------
Adjustments to reconcile net income
to net cash provided by operations:
Depreciation ............................ 1,959 2,176
Amortization ............................ 3,629 3,913
Extraordinary item, net of income
taxes (Note 4) ........................ 1,569 --
Increase (decrease) in cash flows
from changes in assets and liabilities:
Accounts receivable ............ (6,089) (2,133)
Inventories .................... 600 (4,996)
Prepaid expenses and
other current assets ......... (884) (326)
Accounts payable ............... 6,387 1,119
Income taxes payable ........... 2,230 5,001
Accrued payroll and withholdings 1,013 (3,220)
Accrued interest ............... 1,938 (3,033)
Other current liabilities ...... (2,160) 323
Other assets/liabilities, net .. 2,954 952
--------- ---------
13,146 (224)
--------- ---------
Net cash provided by operating activities 14,029 6,099
--------- ---------
Cash flows from investing activities:
Payments related to acquisition of Linvatec .... (4,180) --
Acquisition of property, plant, and equipment .. (2,961) (3,196)
--------- ---------
Net cash used by investing activities ... (7,141) (3,196)
--------- ---------
Cash flows from financing activities:
Proceeds of long term debt ..................... 130,000 900
Repayments under revolving
credit facility .............................. (5,000) --
Proceeds from issuance of common stock ......... 74 206
Payments related to issuance of long-term debt . (4,053) --
Payments on long-term debt ..................... (127,857) (5,749)
--------- ---------
Net cash used by financing
activities ............................. (6,836) (4,643)
--------- ---------
Net increase (decrease) in cash
and cash equivalents .......................... 52 (1,740)
Cash and cash equivalents at beginning of period . 13,452 5,906
--------- ---------
Cash and cash equivalents at end of period ....... $ 13,504 $ 4,166
========= =========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
CONMED CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Organization and Operations
- ------------------------------------
The consolidated financial statements include the accounts of CONMED
Corporation (the "Company"), and its subsidiaries. All intercompany accounts and
transactions have been eliminated in consolidation. The Company is a leading
developer, manufacturer and supplier of a range of medical instruments and
systems used in surgical and other medical procedures. The Company's business is
organized, managed and internally reported as a single segment. The Company
believes its product offerings, which include arthroscopic surgery devices,
powered surgical instruments, electrosurgical systems, electrocardiogram
electrodes and accessories, surgical suction instruments, intravenous therapy
accessories and wound care products, have similar economic, operating and other
related characteristics. The Company's products are used in a variety of
clinical settings, such as operating rooms, surgery centers, physicians' offices
and critical care areas of hospitals.
Note 2 - Interim financial information
- --------------------------------------
The statements for the three months ended March 1998 and 1999 are
unaudited; in the opinion of the Company such unaudited statements include all
adjustments (which comprise only normal recurring accruals) necessary for a fair
presentation of the results for such periods. The consolidated financial
statements for the year ending December 1999 are subject to adjustment at the
end of the year when they will be audited by independent accountants. The
results of operations for the three months ended March 1999 are not necessarily
indicative of the results of operations to be expected for any other quarter nor
for the year ending December 1999. The consolidated financial statements and
notes thereto should be read in conjunction with the financial statements and
notes for the year ended December 1998 included in the Company's Annual Report
to the Securities and Exchange Commission on Form 10-K. Certain 1998 amounts
previously reported have been reclassified to conform with the current year
presentation.
Note 3 - Inventories
- --------------------
The components of inventory are as follows (in thousands):
<TABLE>
<CAPTION>
December March
1998 1999
------- -------
<S> <C> <C>
Raw materials .......................... $35,204 $35,889
Work-in-process ........................ 7,429 9,573
Finished goods ......................... 35,425 36,994
------- -------
Total ......................... $78,058 $82,456
======= =======
</TABLE>
<PAGE>
Note 4 - Subordinated Note Offering
- -----------------------------------
The Company completed a subordinated note offering (the "Notes") in the
aggregate principal amount of $130.0 million in March 1998. Proceeds from the
offering amounting to $126.1 million were used to reduce the Company's term
loans under its credit facility. Deferred financing fees related to the portion
of the credit facility repaid amounting to $2.5 million ($1.6 million net of
income taxes) were written-off as an extraordinary charge.
Note 5 - Subsidiary Guarantees
- ------------------------------
The Company's credit facility and Notes are guaranteed (the "Subsidiary
Guarantees") by each of the Company's subsidiaries in existence on the closing
dates of the credit facility and the Notes (the "Subsidiary Guarantors"). The
Subsidiary Guarantees provide that each Subsidiary Guarantor will fully and
unconditionally guarantee the Company's obligations on a joint and several
basis. Each Subsidiary Guarantor is wholly-owned by the Company.
Separate financial statements and other disclosures concerning the
Subsidiary Guarantors are not presented because management has determined such
financial statements and other disclosures are not material to investors. The
combined condensed financial information of the Company's Subsidiary Guarantors
is as follows (in thousands):
<TABLE>
<CAPTION>
December March
1998 1999
---- ----
<S> <C> <C>
Current assets.......................................$ 96,434 $106,432
Non-current assets................................... 366,299 364,249
Current liabilities.................................. 30,367 27,515
Non-current liabilities...............................363,160 358,255
<CAPTION>
For the Three
Months Ended March
1998 1999
<S> <C> <C>
Revenues.............................................$ 56,908 .. 69,268
Operating income..................................... 7,680... 14,969
Net income........................................... 24 4,495
</TABLE>
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion includes certain forward-looking statements. Such
forward-looking statements are subject to a number of factors, including
material risks, uncertainties and contingencies, which could cause actual
results to differ materially from the forward-looking statements. Such factors
include, among others, the following: general economic and business conditions;
changes in customer preferences; competition; changes in technology; the
integration of any acquisitions, changes in business strategy; the indebtedness
of the Company; the identification and remediation of Year 2000 issues; quality
of management, business abilities and judgment of the Company's personnel; and
the availability, terms and deployment of capital. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date hereof. The Company does not undertake any obligation to publicly
release any revisions to these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Three months ended March 1999 compared to three months ended March 1998
Sales for the quarter ended March 1999 were $90,869,000, an increase of
13.2% compared to sales of $80,242,000 in the quarter ended March 1998. The
increase was primarily the result of increased sales of orthopaedic products. A
portion of this sales increase reflects the pricing impact of changes in
distribution from the first quarter of 1999 as compared to 1998. In connection
with the December 31, 1997 acquisition of Linvatec Corporation from
Bristol-Myers Squibb ("BMS"), the Company entered into fixed price distribution
agreements with Zimmer, Inc., a wholly-owned subsidiary of BMS, to distribute
certain of the Company's orthopaedic products in selected geographic markets. In
1999, most of the products formerly distributed by Zimmer were sold and
distributed directly by the Company, resulting in improved pricing for the
affected products.
Cost of sales decreased to $43,542,000 in the current quarter compared
to the $44,390,000 in the same quarter a year ago. In connection with purchase
accounting for the December 31, 1997 acquisition of Linvatec Corporation, the
Company increased the acquired value of inventory by $3.0 million over its
production cost. This inventory was sold during the quarter ended March 1998
and, accordingly, this non-recurring adjustment served to increase cost of sales
during the first quarter of 1998 by $3.0 million. Excluding the impact of this
adjustment, cost of sales increased from $41,397,000 in the first quarter of
1998 to $43,542,000 in the current quarter, as a result of increased sales
volumes. Also excluding the nonrecurring adjustment, the Company's gross margin
percentage for the first quarter of 1998 was 48.4% compared to 52.1% for the
first quarter of 1999. The increase in gross margin percentage is primarily
attributable to higher sales volumes as well as improved pricing resulting from
the elimination of most of the fixed price product distribution agreements with
Zimmer discussed previously.
Selling and administrative costs increased to $26,566,000 in the
current quarter as compared to $21,779,000 in the first quarter of 1998. As a
percentage of sales, selling and administrative expense was 29.2% in the first
quarter of 1999 as compared to 27.1% in the comparable 1998 period. The increase
was primarily a result of costs associated with the direct selling and
distribution of products formerly distributed through Zimmer and the launch of
several new products.
<PAGE>
Research and development expense was $2,956,000 in the first quarter of
1999 as compared to $2,727,000 in the first quarter of 1998. As a percentage of
sales, research and development expense was 3.3% in the first quarter of 1999 as
compared to 3.4% in the comparable 1998 period. Both in amount and as a
percentage of sales, such expense remained relatively consistent, representing
the Company's ongoing efforts in this area.
The first quarter of 1999 had interest expense of $7,926,000 compared
to $7,515,000 in the first quarter of 1998. The increase in interest expense is
a result of higher borrowings under the Company's revolving credit facility
during the first quarter of 1999 as compared to the first quarter of 1998,
partially offset by lower principal balances on the Company's term debt. The
higher borrowings were primarily as a result of the Company's $17.5 million
acquisition of an arthroscopy product line from Minnesota Mining and
Manufacturing Company during the fourth quarter of 1998.
As discussed under Liquidity and Capital Resources, during the first
quarter of 1998, the Company completed an offering of subordinated notes (the
"Notes") and used the net proceeds to repay a portion of the Company's term
loans under its credit facility. Deferred financing fees relating to the portion
of the credit facility repaid amounting to $2.5 million ($1.6 million net of
income taxes) were written-off as an extraordinary charge. There was no such
write-off during the first quarter of 1999.
Liquidity and Capital Resources
Net cash provided by operations was $6,099,000 for the first three
months of 1999 as compared to $14,029,000 for the first three months of 1998.
Operating cash flow for the three months of 1999 was positively impacted by
substantially higher net income and increases in depreciation and amortization
expense as compared to the first three months of 1998. Also of benefit to
operating cash flow in the first three months of 1999 as compared to the first
three months of 1998 were increases in income taxes payable and other current
liabilities and a smaller increase in accounts receivable. Negatively impacting
operating cash flow for the first three months of 1999 as compared to the first
three months of 1998 were increases in inventory and decreases in accrued
payroll and withholdings and accrued interest.
Net cash used by investing activities for the first three months of
1998 included $4,180,000 of transaction costs related to the Linvatec
acquisition. There were no such costs incurred during the first three months of
1999. Capital expenditures for the first three months of 1999 and 1998 amounted
to $3,196,000 and $2,961,000, respectively.
Financing activities during the first quarter of 1999 consisted
primarily of scheduled payments on the Company's term debt. Financing activities
during the first quarter of 1998 involved the completion of the Notes offering
in the aggregate principal amount of $130.0 million. Net proceeds from the
offering amounting to $126.1 million were used to repay a portion of the
Company's term loans under its credit facility.
The Company's term loans at March 31, 1999 aggregate $211.1 million and
are repayable quarterly over remaining terms of four and six years. The
Company's credit facility also includes a $100 million revolving credit facility
which expires December 2002, of which $62 million was available on March 31,
1999. The borrowings under the credit facility carry interest rates based on a
<PAGE>
spread over LIBOR or an alternative base interest rate. The covenants of the
credit facility provide for increase and decrease to this interest rate spread
based on the operating results of the Company. The weighted average interest
rates at March 31, 1999 under the term loans and the revolving credit facility
were 7.22% and 7.26%, respectively. Additionally, the Company is obligated to
pay a fee of .375% per annum on the unused portion of the revolving credit
facility.
The Company does not use derivative financial instruments for trading
or other speculative purposes. Interest rate swaps, a form of derivative, are
used to manage interest rate risk. Currently, the Company has entered into two
interest rate swaps expiring in June 2001 which convert $100 million of floating
rate debt under the Company's credit facility into fixed rate debt at rates
ranging from 7.18% to 8.25%. Provisions in one of the interest rate swaps
cancels such agreement when LIBOR exceeds 7.35%.
The credit facility is collateralized by all the Company's personal
property. The credit facility contains covenants and restrictions which, among
other things, require maintenance of certain working capital levels and
financial ratios, prohibit dividend payments and restrict the incurrence of
certain indebtedness and other activities, including acquisitions and
dispositions. The Company is also required to make mandatory prepayments from
net cash proceeds from any issue of equity and asset sales and also from any
excess cash flow, as defined in the credit agreement.
The Notes are in aggregate principal amount of $130 million and have a
maturity date of March 15, 2008. The Notes bear interest at 9.0% per annum which
is payable semi-annually. The indenture governing the Notes has certain
restrictive covenants and provides for, among other things, mandatory and
optional redemptions by the Company.
The credit facility and Notes are guaranteed (the "Subsidiary
Guarantees") by each of the Company's subsidiaries in existence on the closing
dates of the credit facility and the Notes (the "Subsidiary Guarantors"). The
Subsidiary Guarantees provide that each Subsidiary Guarantor will fully and
unconditionally guarantee the Company's obligations on a joint and several
basis. Each Subsidiary Guarantor is wholly-owned by the Company. Under the
credit facility and Note indenture, the Company's subsidiaries are subject to
the same covenants and restrictions that apply to the Company (except that the
Subsidiary Guarantors are permitted to make dividend payments and distributions,
including cash dividend payments, to the Company or another Subsidiary
Guarantor).
Management believes that cash generated from operations, its current
cash resources and funds available under its credit facility will provide
sufficient liquidity to ensure continued working capital for operations, debt
service and funding of capital expenditures in the foreseeable future.
Year 2000
The Company and its subsidiaries use information technology ("IT") and
non-IT systems that contain embedded technology throughout their businesses.
Third parties with which the Company has material relationships also use such
systems. After December 31, 1999, these systems will face a potentially serious
problem if they are not able to recognize and correctly process dates beyond
December 31, 1999. All of the Company's products, operations and information
technology systems have been inventoried and those that are not Year 2000 ready
have been identified. The upgrading and testing of those which are not Year 2000
ready is on schedule to be completed by June 30, 1999. The Company is also in
<PAGE>
the process of contacting its vendors and customers to ascertain their
preparation for the Year 2000 issue and is in the process of identifying
critical business partners for which the need for additional due diligence will
be assessed. The costs of the Company's Year 2000 assessment and remediation
program have not been and are not expected to be material. Although the Company
does not expect the Year 2000 issue to have a material effect on its results of
operations, liquidity or financial condition, failure of critical IT and non-IT
systems could have a material adverse effect on the Company's results of
operations, liquidity or financial condition. Further, the Company cannot
eliminate the risk that revenue will be lost or costs will be incurred as a
result of the failure by third parties to properly remediate their Year 2000
issues. Because the Company has not identified any areas of its own or its third
parties IT and non-IT systems that will not be Year 2000 compliant, it has not
developed any contingency plans.
Foreign Operations
The Company's foreign operations are subject to special risks inherent
in doing business outside the United States, including governmental instability,
war and other international conflicts, civil and labor disturbances,
requirements of local ownership, partial or total expropriation,
nationalization, currency devaluation, foreign exchange controls and foreign
laws and policies, each of which may limit the movement of assets or funds or
result in the deprivation of contract rights or the taking of property without
fair compensation.
An additional risk with respect to the Company's European operations
relates to the conversion of certain European countries to a common currency
which began January 1, 1999 (the "Euro Conversion"). The Company has formed an
internal task force to evaluate the risks and implement any required actions
with respect to the Euro Conversion. Based on the analysis of this task force,
the Company does not believe that the costs to the Company to convert to a
common currency will be material. Additionally the Company does not believe that
there will be any material impact from a competitive point of view with respect
to the impact of the Euro Conversion on the sales of products.
Item 6. Exhibits and Reports on Form 8-K
List of Exhibits
Exhibit No. Description of Instrument
----------- ------------------------------
11 Computation of weighted average
number of shares of common stock
Reports on Form 8-K
None
<PAGE>
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.
CONMED CORPORATION
(Registrant)
Date: May 14, 1999
/s/Robert D. Shallish, Jr.
--------------------------
Robert D. Shallish, Jr.
Vice President - Finance
(Principal Financial Officer)
<PAGE>
Exhibit Index
Sequential
Page
Exhibit Number
11 - Computations of weighted average E-1
number of shares of common stock
27 - Financial Data Schedule E-2
EXHIBIT 11
Computation of weighted average number of shares of common stock
For the three months ended March
--------------------------------
(in thousands)
1998 1999
------ ------
Shares outstanding at beginning of period
(net of 25,000 shares held in treasury)... 15,036 15,158
Weighted average shares issued ............. 2 16
------ ------
Shares used in the calculation of
Basic EPS (weighted average shares
outstanding) ............................ 15,038 15,174
Effect of dilutive securities .............. 282 396
------ ------
Shares used in the calculation of
Diluted EPS .............................. 15,320 15,570
====== ======
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 4,166
<SECURITIES> 0
<RECEIVABLES> 71,542
<ALLOWANCES> (2,636)
<INVENTORY> 82,456
<CURRENT-ASSETS> 163,250
<PP&E> 89,521
<DEPRECIATION> (31,483)
<TOTAL-ASSETS> 628,441
<CURRENT-LIABILITIES> 65,816
<BONDS> 380,023
0
0
<COMMON> 152
<OTHER-SE> 188,499
<TOTAL-LIABILITY-AND-EQUITY> 628,441
<SALES> 90,869
<TOTAL-REVENUES> 90,869
<CGS> 43,542
<TOTAL-COSTS> 43,542
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,926
<INCOME-PRETAX> 9,879
<INCOME-TAX> 3,556
<INCOME-CONTINUING> 6,323
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,323
<EPS-PRIMARY> .42
<EPS-DILUTED> .41
</TABLE>
