<PAGE> 1
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 31, 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 Number: 1-11091
SYBRON INTERNATIONAL CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 22-2849508
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
411 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
----------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(414) 274-6600
--------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
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
--- ---
At February 9, 1998 there were 97,191,300 shares of the Registrant's
Common Stock, par value $0.01 per share, outstanding. The number of outstanding
shares has been adjusted to reflect a two-for-one stock split in the form of a
100 percent stock dividend (one share of Common Stock for each outstanding share
of Common Stock), to be distributed on February 20, 1998 to shareholders of
record at the close of business on February 12, 1998.
<PAGE> 2
SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
Index Page
- ------------------------------------------------------------------------------- ----
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets, December 31, 1997 (unaudited)
and September 30, 1997 2
Consolidated Statements of Income, for the three months ended
December 31, 1997 (unaudited) and 1996 (unaudited) 3
Consolidated Statements of Shareholders' Equity for the year ended September 30,
1997 and the three months ended December 31, 1997 (unaudited) 4
Consolidated Statements of Cash Flows, for the three months ended December 31,
1997 (unaudited) and 1996 (unaudited) 5
Notes to Unaudited Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 8
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 16
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 16
ITEM 5. OTHER INFORMATION 18
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 19
SIGNATURES 20
</TABLE>
1
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
ASSETS
December 31, September 30,
1997 1997
------------- --------------
(Unaudited)
Current assets:
<S> <C> <C>
Cash and cash equivalents ............................................. $ 19,004 $ 17,155
Accounts receivable (less allowance for doubtful
receivables of $3,724 and $3,312) ................................... 165,231 165,907
Inventories (note 2) .................................................. 156,626 144,217
Deferred income taxes ................................................. 16,727 16,629
Prepaid expenses and other current assets ............................. 18,074 15,880
----------- -----------
Total current assets ............................................. 375,662 359,788
----------- -----------
Property, plant and equipment net of depreciation of $157,252
and $139,792 ......................................................... 195,728 190,291
Intangible assets ....................................................... 686,917 647,567
Deferred income taxes ................................................... 16,638 16,468
Other assets ............................................................ 5,907 7,397
----------- -----------
Total assets ..................................................... $ 1,280,852 $ 1,221,511
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ...................................................... $ 42,490 $ 41,184
Current portion of long-term debt ..................................... 36,749 37,252
Income taxes payable .................................................. 6,862 954
Accrued payroll and employee benefits ................................. 28,859 34,466
Deferred income taxes ................................................. 6,305 4,794
Other current liabilities ............................................. 28,290 25,630
----------- -----------
Total current liabilities ......................................... 149,555 144,280
----------- -----------
Long-term debt .......................................................... 676,637 645,733
Deferred income taxes ................................................... 51,214 51,761
Other liabilities ....................................................... 11,999 12,781
Commitments and contingent liabilities:
Shareholders' equity:
Preferred Stock, $.01 par value; authorized 20,000,000 shares ......... -- --
Common Stock, $.01 par value; authorized 250,000,000
shares, issued 96,686,306 and 96,346,056 shares, respectively ....... 967 963
Equity Rights, 50 and 250 rights at $1.09 per right respectively ...... -- --
Additional paid-in capital ............................................ 202,506 197,799
Retained earnings ..................................................... 213,046 193,713
Cumulative foreign currency translation adjustment .................... (25,072) (25,518)
Treasury common stock, 220 and 1,090 shares at cost
respectively ........................................................ -- (1)
----------- -----------
Total shareholders' equity ....................................... 391,447 366,956
----------- -----------
Total liabilities and shareholders' equity ....................... $ 1,280,852 $ 1,221,511
=========== ===========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
2
<PAGE> 4
SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended
December 31,
1997 1996
---- ----
<S> <C> <C>
Net sales ........................................... $ 210,127 $ 173,658
Cost of sales:
Cost of product sold ............................. 104,103 86,819
Depreciation of purchase accounting adjustments .. 165 960
--------- ---------
Total cost of sales ................................. 104,268 87,779
--------- ---------
Gross profit ........................................ 105,859 85,879
Selling, general and administrative expenses ........ 54,160 45,313
Depreciation and amortization of purchase
accounting adjustments ............................. 6,028 4,763
--------- ---------
Operating income .................................... 45,671 35,803
--------- ---------
Other income (expense):
Interest expense ................................. (12,992) (9,151)
Amortization of deferred financing fees .......... (53) (72)
Other, net ....................................... (62) (142)
--------- ---------
Income before income taxes .......................... 32,564 26,438
Income taxes ........................................ 13,229 10,760
--------- ---------
Net income .......................................... $ 19,335 $ 15,678
========= =========
Basic earnings per common share ..................... $ .20 $ .17
========= =========
Diluted earnings per common share ................... $ .19 $ .16
========= =========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
3
<PAGE> 5
SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEAR ENDED SEPTEMBER 30, 1997
AND FOR THE THREE MONTHS ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
CUMULATIVE
FOREIGN
ADDITIONAL CURRENCY TREASURY TOTAL
COMMON EQUITY PAID-IN RETAINED TRANSLATION COMMON SHAREHOLDERS'
STOCK RIGHTS CAPITAL EARNINGS ADJUSTMENT STOCK EQUITY
--------- ------ ------------ -------- ---------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at September 30, 1996 .......... $ 938 $ 1 $ 179,954 $ 111,378 $ (9,189) $ (3) $ 283,079
Shares issued in connection with
the exercise of 1,451,392 stock options.. 15 -- 11,465 (8) -- -- 11,472
Conversion of 448 equity rights to 1,960
shares of common stock .................. -- (1) -- (1) -- 2 --
Tax benefits related to stock options ..... -- -- 6,385 -- -- -- 6,385
1,047,236 shares of common stock issued
in connection with National Scientific
Company Merger .......................... 10 -- (5) 2,745 -- -- 2,750
Dividends paid by National Scientific
Company prior to the merger ............. -- -- -- (1,604) -- -- (1,604)
Net income ............................... -- -- -- 81,203 -- -- 81,203
Cumulative foreign currency
translation ion adjustment .............. -- -- -- -- (16,329) -- (16,329)
--------- --------- --------- --------- --------- ------- -----------
Balance at September 30, 1997 ............ $ 963 $ -- $ 197,799 $ 193,713 $ (25,518) $ (1) $ 366,956
========= ========= ========= ========= ========= ======= ===========
Shares issued in connection
with the exercise of 340,250
stock options ........................... 4 -- 2,868 (1) -- -- 2,871
Conversion of 200 equity rights to 872
shares of common stock .................. -- -- -- (1) -- 1 --
Tax benefits related to stock options .... -- -- 1,839 -- -- -- 1,839
Net income (Unaudited) ................... -- -- -- 19,335 -- -- 19,335
Cumulative foreign currency
translation adjustment .................. -- -- -- -- 446 -- 446
--------- --------- --------- --------- --------- ------- -----------
Balance at December 31, 1997
(Unaudited) ............................. $ 967 $ -- $ 202,506 $ 213,046 $ (25,072) $ -- $ 391,447
========= ========= ========= ========= ========= ======= ===========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
4
<PAGE> 6
SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended
December 31,
1997 1996
------ ------
Cash flows from operating activities:
<S> <C> <C>
Net income .......................................................... $ 19,335 $ 15,678
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation ....................................................... 7,288 6,989
Amortization ....................................................... 6,073 4,756
Provision for losses on doubtful accounts .......................... 66 107
Inventory provisions ............................................... (863) 779
Deferred income taxes .............................................. (696) (2,101)
Changes in assets and liabilities:
Decrease in accounts receivable .................................... 4,110 4,740
Increase in inventories ............................................ (8,689) (3,202)
Increase in prepaid expenses and other current assets .............. (5,773) (4,406)
(Decrease) increase in accounts payable ............................ 708 (5,728)
Increase in income taxes payable ................................... 4,549 3,767
Decrease in accrued payroll and employee benefits .................. (6,334) (5,891)
Increase in other current liabilities .............................. 2,929 1,604
Net change in other assets and liabilities ......................... 8,721 3,287
-------- --------
Net cash provided by operating activities .......................... 31,424 20,379
Cash flows from investing activities:
Capital expenditures ............................................... (9,391) (6,709)
Proceeds from sales of property, plant, and equipment .............. 1,064 127
Net payments for businesses acquired ............................... (53,287) (5,678)
-------- --------
Net cash used in investing activities ............................. (61,614) (12,260)
Cash flows from financing activities:
Increase in the revolving credit facility ........................... 40,400 8,900
Principal payments on long-term debt ................................ (9,092) (9,041)
Proceeds from the exercise of common stock options .................. 2,870 2,390
Other ............................................................... (1,072) 677
-------- --------
Net cash provided by financing activities .......................... 33,106 2,926
Effect of exchange rate changes on cash .............................. (1,067) 1,051
Net increase in cash and cash equivalents ............................ 1,849 12,096
Cash and cash equivalents at beginning of year ....................... 17,155 10,874
-------- --------
Cash and cash equivalents at end of period ........................... $ 19,004 $ 22,970
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for interest ............................ $ 13,110 $ 8,690
Cash paid during the period for income taxes ........................ 6,924 4,282
Capital lease obligations incurred .................................. 165 132
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
5
<PAGE> 7
SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. When we use the terms "Company", "Sybron", "We", or "Our", we are referring
to Sybron International Corporation and its subsidiaries and their
respective predecessors. In the opinion of management, all adjustments
which are necessary for a fair statement of the results for the interim
period have been included. All such adjustments were of a normal recurring
nature. The results for the three month period ended December 31, 1997 are
not necessarily indicative of the results to be expected for the full year.
Certain amounts from the three month period ended December 31, 1996, as
originally reported, have been reclassified to conform with the three month
period ended December 31, 1997 presentation.
The results for the first quarter ended December 31, 1996 have been
adjusted to reflect the results of National Scientific Company. The results
of National Scientific Company, which were accounted for as a pooling of
interests, were combined with our previously reported results as if the
merger occurred on October 1, 1996.
2. Inventories at December 31, 1997 consist of the following:
(In thousands)
<TABLE>
<S> <C>
Raw materials $ 51,163
Work-in-process 28,660
Finished goods 80,949
LIFO Reserve (4,146)
---------
$156,626
=========
</TABLE>
3. Acquisitions completed in the first quarter of fiscal 1998 are as follows:
(a) On October 1, 1997, Erie Scientific International Corporation ("Erie")
completed the acquisition of Chase Instruments Corp. ("Chase"), a
manufacturer of disposable laboratory glassware. Annual sales of Chase
are approximately $24 million.
(b) On October 29, 1997, Nalge Nunc International Corporation completed
the acquisition of Lida Manufacturing Corporation ("Lida"), a producer
of syringe filters for chromatography sample preparation, biological
research, genetic research, and general laboratory filtration. Annual
sales of Lida are approximately $7 million.
(c) On November 26, 1997, Erie completed the acquisition of Clinical
Standards Laboratories, Inc. ("CSL"). CSL's products are used to
detect and identify bacteria involved in infections. Annual sales of
CSL are approximately $2.6 million.
6
<PAGE> 8
(d) On December 16, 1997, Ormco Corporation completed the acquisition of
the Ormodent group of companies ("Ormodent"). Ormodent has been the
distributor of Ormco's orthodontic line of products in France. Annual
sales of Ormodent are approximately $20 million.
Acquisitions completed after the first quarter of fiscal 1998 are as
follows:
(a) On January 2, 1998, Erie completed the acquisition of Diagnostic
Reagents, Inc. ("DRI"). DRI manufactures and sells immunoassay
reagents principally for drugs-of-abuse testing. Annual sales of DRI
are approximately $10 million.
(b) On January 27, 1998, Erie completed the acquisition of the assets of
Cel-Line Associates, Inc. ("Cel-Line"), a manufacturer of printed
microscope slides. Annual sales of Cel-Line are approximately $1.7
million.
4. In the quarter ended December 31, 1997, the Company adopted Statement of
Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings per Share"
("EPS"). SFAS 128 replaces the requirement for a presentation of primary
and fully diluted EPS with a presentation of basic and diluted EPS, both
of which are required to be presented on the face of the statement of
income for all entities with complex capital structures. SFAS 128 was
effective for financial statements issued for periods ending after
December 15, 1997, and requires restatement of all prior period EPS data
presented. The adoption of this statement is not expected to materially
affect either future or prior period EPS.
5. On January 30, 1998 we announced a two-for-one stock split in the form of a
100 percent stock dividend (one share of stock for each outstanding share
of stock), to be distributed on February 20, 1998, to shareholders of
record at the close of business on February 12, 1998. The financial results
for all periods presented have been restated to reflect this change.
Earnings per share prior to the announced split were as follows:
<TABLE>
<CAPTION> Three Months Ended
December 31,
----------------
1997 1996
----- -----
<S> <C> <C>
Basic EPS prior to the two-for-one stock split $0.40 $0.33
===== =====
Diluted EPS prior to the two-for-one stock split $0.39 $0.32
===== =====
</TABLE>
7
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
We, Sybron International Corporation, are a leading manufacturer of
value-added products for the laboratory and professional dental and orthodontic
markets in the United States and abroad. Our laboratory business provides
plastic labware, microscope slides, disposable diagnostic products, consumables,
temperature control apparatus and water purification systems to industrial,
academic, clinical, governmental and biotechnology laboratories. Our dental and
orthodontic businesses provide a diversified line of consumable products to
dentists and orthodontic appliances and related products to orthodontists. We
have been pursuing a growth strategy designed to increase sales and enhance
operating margins. Elements of that strategy include emphasis on acquisitions,
product line extensions, new product introductions and international growth.
When we use the terms "Company", "Sybron", "we" or "our", we are
referring to Sybron International Corporation and its subsidiaries and their
respective predecessors. Our fiscal year ends on September 30.
Both our sales and operating income for the quarter ended December 31,
1997 (the first quarter of fiscal 1998) grew over the corresponding prior year
period. Net sales for the quarter ended December 31, 1997 increased by 21.0%
over the corresponding fiscal 1997 period. Sales growth in the first quarter of
fiscal 1998 was strong both domestically and internationally with increases of
26.4% and 10.8%, respectively, over the 1997 period. International sales were
negatively impacted by the strengthening of the U.S. dollar. If currency effects
were removed from sales, the international increase would have been 18.4%.
Acquisitions aided sales growth in the quarter, accounting for $26.4 million and
$5.4 million of the domestic and international sales increases, respectively.
Our internal growth was 2.7%, negatively impacted by the strengthened U.S.
dollar. Without currency effects, internal growth was approximately 5.3%. We
continue to maintain an active program of developing and marketing both new
products and product line extensions, as well as growth through acquisitions. We
completed four acquisitions in the first quarter of fiscal 1998 and two more in
January 1998. (See Note 3 of the Notes to the Unaudited Consolidated Financial
Statements).
The results of operations of Sybron reflect goodwill amortization,
other amortization, and depreciation. These non-cash charges totaled $13.4
million and $11.7 million for the quarters ended December 31, 1997 and 1996,
respectively. Our earnings before interest, taxes, depreciation and amortization
("EBITDA") which, as discussed below in "Liquidity and Capital Resources", we
believe is the appropriate measure of our ability to internally fund our
liquidity requirements, amounted to $58.9 million and $47.3 million for the
quarters ended December 31, 1997 and 1996, respectively. EBITDA represents, for
any relevant period, net income plus (i) interest expense, (ii) provision for
income taxes, and (iii) depreciation and amortization, all determined on a
consolidated basis and in accordance with generally accepted accounting
principles.
8
<PAGE> 10
Substantial portions of our sales, income and cash flows are derived
internationally. The financial position and the results of operations from
substantially all of our international operations, other than most U.S. export
sales, are measured using the local currency of the countries in which such
operations are conducted and are then translated into U.S. dollars. While the
reported income of foreign subsidiaries will be impacted by a weakening or
strengthening of the U.S. dollar in relation to a particular local currency, the
effects of foreign currency fluctuations are partially mitigated by the fact
that manufacturing costs and other expenses of foreign subsidiaries are
generally incurred in the same currencies in which sales are generated. Such
effects of foreign currency fluctuations are also mitigated by the fact that
such subsidiaries' operations are conducted in numerous foreign countries and,
therefore, in numerous foreign currencies. In addition, our U.S. export sales
may be impacted by foreign currency fluctuations relative to the value of the
U.S. dollar as foreign customers may adjust their level of purchases upward or
downward according to the weakness or strength of their respective currencies
verses the U.S. dollar.
From time to time, we may employ currency hedges to mitigate the impact
of foreign currency fluctuations. If currency hedges are not employed, we may be
exposed to earnings volatility as a result of foreign currency fluctuations. In
October 1997, we decided to employ a series of foreign currency options with a
U.S. dollar notional amount of approximately $13.6 million at a cost of
approximately $0.4 million. These options expire in the third and fourth
quarters of fiscal 1998 and are designed to protect Sybron from potential
detrimental effects of currency movements associated with the U.S. dollar verses
the German mark and the French franc as compared to the third and fourth
quarters of fiscal 1997.
As previously reported, on May 2, 1996, Combustion
Engineering, Inc. ("CE") commenced legal proceedings in the New York Supreme
Court, County of Monroe (the "CE Litigation"), against the Company with respect
to the former Taylor Instruments facility in Rochester, New York (the "Rochester
Site" or "Site"), a discontinued operation. CE's complaint seeks indemnification
from the Company with respect to the cost to remediate certain environmental
contamination at the Rochester Site. The CE Litigation has not yet advanced
beyond the filing of the complaint. CE entered into a voluntary cleanup
agreement ("VCA") concerning the Site with the New York State Department of
Environmental Conservation ("NYSDEC") and is in the process of negotiation with
NYSDEC to establish cleanup goals and remedial methods for the Site. Because
cleanup goals and remedial methods have not yet been established, and because
the extent of the Company's liability, if any, is uncertain, the Company cannot
estimate with any reasonable certainty the cost to it of CE's claims. The
Company has provided notice to its third party liability insurance carriers. To
date, the carriers have denied coverage.
RESULTS OF OPERATIONS
QUARTER ENDED DECEMBER 31, 1997 COMPARED TO THE QUARTER ENDED DECEMBER 31, 1996
9
<PAGE> 11
NET SALES. Net sales for the three months ended December 31, 1997 were
$210.1 million, an increase of $36.5 million (21.0%) from net sales of $173.7
million for the corresponding three months ended December 31, 1996. Sales in the
laboratory segment were $137.1 million for the three months ended December 31,
1997, an increase of 33.1% from the corresponding 1997 fiscal period. Increased
sales in the laboratory segment resulted primarily from (i) sales of products of
acquired companies (approximately $30.6 million), (ii) increased volume from
sales of existing products (approximately $3.8 million), (iii) price increases
(approximately $0.8 million) and (iv) increased volume from sales of new
products (approximately $0.7 million). Increased sales in the laboratory segment
were partially offset by unfavorable foreign currency impacts (approximately
$1.8 million). In the dental segment, net sales were $73.0 million for the three
months ended December 31, 1997, an increase of 3.3% from the corresponding
fiscal 1997 period. Increased sales in the dental segment resulted primarily
from (i) increased volume from sales of existing products (approximately $3.7
million), (ii) sales of products of acquired companies (approximately $1.2
million) and (iii) increased volume from sales of new products (approximately
$0.3 million). Increased sales in the dental segment were partially offset by
unfavorable foreign currency impacts (approximately $2.8 million).
GROSS PROFIT. Gross profit for the first quarter of fiscal 1998 was
$105.9 million, an increase of 23.3% from gross profit of $85.9 million for the
corresponding fiscal 1997 period. Gross profit in the laboratory segment was
$64.1 million (46.8% of net segment sales) in the first quarter of fiscal 1998,
an increase of 37.9% from gross profit of $46.5 million (45.1% of net segment
sales) during the corresponding fiscal 1997 period. Gross profit in the
laboratory segment increased primarily as a result of (i) the effects of
acquired companies (approximately $14.9 million), (ii) increased volume
(approximately $3.4 million), (iii) a favorable overhead application
(approximately $0.9 million) and (iv) a reduction in depreciation expense of
certain assets that became fully depreciated in the prior fiscal year
(approximately $0.4 million). Increased gross profit in the laboratory segment
was partially offset by (i) an unfavorable foreign currency impact
(approximately $1.2 million), (ii) an unfavorable product mix (approximately
$0.5 million), (iii) price reductions (approximately $0.2 million) and (iv)
inventory factors (approximately $0.2 million). In the dental segment, gross
profit was $41.8 million (57.2% of net segment sales) in the first quarter of
fiscal 1998, an increase of 6.0% from gross profit of $39.4 million (55.7% of
net segment sales) during the corresponding fiscal 1997 period. Increased gross
profit in the dental segment resulted primarily from (i) increased volume
(approximately $1.9 million), (ii) inventory factors (approximately $1.3
million), (iii) the effects of acquired companies (approximately $0.5 million)
and (iv) a reduction in depreciation expense of certain assets that became fully
depreciated in the prior fiscal year (approximately $0.4 million), partially
offset by unfavorable foreign currency impacts (approximately $1.7 million).
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the first quarter of fiscal 1998 were $60.2 million
(28.6% of net sales) as compared to $50.1 million (28.8% of net sales) in the
corresponding fiscal 1997 period. General and administrative expenses at the
corporate level, including amortization of purchase accounting adjustments and
goodwill associated with acquisitions, were $5.2 million in the first quarter
of fiscal 1998, representing a decrease of 7.3% from $5.6 million in the
corresponding fiscal 1997
10
<PAGE> 12
period. The decrease at the corporate level was primarily due to a
reduction in depreciation and amortization expense of certain tangible and
intangible assets that became fully amortized and depreciated in the prior
fiscal year. Selling, general and administrative expenses at the subsidiary
level, including amortization of intangibles, were $55.0 million (26.2% of net
sales), representing an increase of 23.7% from $44.4 million (25.6% of net
sales) in the corresponding fiscal 1997 period. Increases at the subsidiary
level were primarily due to (i) expenses related to newly acquired businesses
(approximately $6.2 million), (ii) increased marketing expense (approximately
$2.5 million), (iii) increased amortization of intangible assets related to
acquired businesses (approximately $1.8 million) and (iv) increased general and
administrative expense (approximately $1.3 million) partially offset by (i)
favorable foreign currency impacts (approximately $0.9 million) and (ii) a
reduction in research and development expenditures (approximately $0.3 million).
OPERATING INCOME. As a result of the foregoing, operating income was
$45.7 million (21.7% of net sales) in the first quarter of fiscal 1998 compared
to $35.8 million (20.6% of net sales) in the corresponding fiscal 1997 period.
Operating income in the laboratory segment was $30.0 million (21.9% of net
segment sales) in the first quarter of fiscal 1998 compared to $21.5 million
(20.8% of net segment sales) in the corresponding fiscal 1997 period. Operating
income in the dental segment was $15.7 million (21.5% of net segment sales) in
the first quarter of fiscal 1998 compared to $14.3 million (20.3% of net segment
sales) in the corresponding fiscal 1997 period.
INTEREST EXPENSE. Interest expense was $13.0 million in the first
quarter of fiscal 1998 compared to $9.2 million in the corresponding fiscal 1997
period. The increase resulted from a higher debt balance primarily from our
acquisition activity. Interest expense during the quarters ended December 31,
1997 and 1996 included additional non-cash interest expense of $0.3 million
resulting from the adoption of SFAS No. 106.
INCOME TAXES. Taxes on income increased $2.5 million in the first
quarter of fiscal 1998, primarily as a result of increased earnings.
NET INCOME. As a result of the foregoing, Sybron had net income of
$19.3 million in the first quarter of fiscal 1998 compared to $15.7
million in the corresponding fiscal 1997 period.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense is
allocated among cost of sales, selling, general and administrative expenses and
other expense. Depreciation and amortization increased $1.6 million when
compared to the prior year quarter. This increase was primarily due to the
amortization of intangible assets and depreciation of property, plant and
equipment related to acquired companies partially offset by reduction in
depreciation and amortization expense of certain tangible and intangible assets
that became fully amortized and depreciated in the prior fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
11
<PAGE> 13
As a result of our 1987 leveraged buyout transaction ("the
Acquisition") and the acquisitions we completed since 1987, we have increased
the carrying value of certain tangible and intangible assets consistent with
generally accepted accounting principles. Accordingly, our results of operations
include a significant level of non-cash expenses related to the depreciation of
fixed assets and the amortization of intangible assets, including goodwill.
Goodwill and intangible assets increased by approximately $37.3 million in the
first quarter of fiscal 1998 primarily as a result of the acquisition of Chase.
We believe, therefore, that EBITDA represents the more appropriate measure of
our ability to internally fund our capital requirements.
Our capital requirements arise principally from indebtedness incurred
in connection with the permanent financing for the Acquisition and our
subsequent refinancings, our working capital needs, primarily related to
inventory and accounts receivable, our capital expenditures, primarily related
to purchases of machinery and molds, the purchase of various businesses and
product lines in execution of our acquisition strategy and the periodic
expansion of physical facilities. In addition, in the event we should be held
liable for CE's claims in the CE Litigation (described above), liability for
which we deny, we could require capital to satisfy such liabilities, depending
upon their magnitude. It is currently our intent to continue to pursue our
acquisition strategy. If acquisitions continue at our historical pace, of which
there can be no assurance, we may require financing beyond the capacity of our
Credit Facilities (as defined below). In addition, certain acquisitions
previously completed contain "earnout provisions" requiring further payments in
the future if certain financial results are achieved by the acquired companies.
The statement contained in the immediately preceding paragraph
concerning our intent to continue to pursue our acquisition strategy is a
forward-looking statement. Our ability to continue our acquisition strategy is
subject to a number of uncertainties, including, but not limited to, our ability
to raise capital beyond the capacity of our Credit Facilities and the
availability of suitable acquisition candidates at reasonable prices. See
"Cautionary Factors" below.
On July 31, 1995, we entered into a new credit agreement (the "Credit
Agreement") with Chemical Bank (now known as The Chase Manhattan Bank ("Chase"))
and certain other lenders providing for a term loan facility of $300 million
(the "Term Loan Facility"), and a revolving credit facility of $250 million (the
"Revolving Credit Facility") (collectively the "Credit Facilities"). On the same
day, we borrowed $300 million under the Term Loan Facility and approximately
$122.5 million under the Revolving Credit Facility. Approximately $158.5 million
of the borrowed funds were used to finance the acquisition of the Nunc group of
companies (approximately $9.1 million of the acquisition price for Nunc was
borrowed under our previous credit facilities). The remaining borrowed funds of
approximately $264.0 million were used to repay outstanding amounts, including
accrued interest, under our previous credit facilities and to pay certain fees
in connection with such refinancing. On July 9, 1996, under the First Amendment
to the Credit Agreement (the "First Amendment"), the capacity of the Revolving
Credit Facility was increased to $300 million, and a competitive bid process was
established as an additional option for us in setting interest rates. On April
25, 1997, we entered into a second amendment to the Credit Agreement (the
"Second Amendment"). The Second Amendment is an expansion of the Credit
Facilities. The Term Loan Facility was restored to $300 million by increasing it
by
12
<PAGE> 14
$52.5 million (equal to the amount previously repaid through April 24, 1997)
and the Revolving Credit Facility was expanded from $300 million to $600
million. On April 25, 1997, we borrowed a total of $622.9 million under the
Credit Facilities. The proceeds were used to repay $466.3 million of previously
existing LIBOR (as defined below) and ABR loans (as defined below) (including
accrued interest and certain fees and expenses) under the Credit Facilities and
to pay $156.6 million with respect to the purchase of Remel which includes both
the purchase price and payment of assumed debt. The $72 million of CAF (as
defined below) borrowings remained in place.
Payment of principal and interest with respect to the Credit Facilities
and the Sale/Leaseback (as defined later herein) are anticipated to be our
largest use of operating funds in the future. The Credit Facilities provide for
an annual interest rate, at our option, equal to (a) the higher of (i) the rate
from time to time publicly announced by Chase in New York City as its prime
rate, (ii) the federal funds rate plus 1/2 of 1%, and (iii) the base CD rate
plus 1%, (collectively referred to as "ABR") or (b) the London interbank offered
rate ("LIBOR") plus 1/2% to 7/8% (the "LIBOR Margin") depending upon the ratio
of our total debt to EBITDA , or (c) with respect to the Revolving Credit
Facility, the rate set by the competitive bid process among the parties to the
Revolving Credit Facility established in the First Amendment ("CAF"). In the
first quarter of fiscal 1998, the average interest rate on the Term Loan
Facility (inclusive of the swap agreements described below) was 6.2% and the
average interest rate on the Revolving Credit Facility was 6.6%.
As a result of the terms of the Credit Agreement and our agreement
governing the previous credit facilities, we are sensitive to a rise in interest
rates. In order to reduce our sensitivity to interest rate increases, from time
to time, we enter into interest rate swap agreements. At December 31, 1997, swap
agreements aggregating a notional amount of $375 million were in place to hedge
against a rise in interest rates. On December 15, 1997, a swap agreement with a
notional amount of $50 million expired. The net interest rate paid by us is
approximately equal to the sum of the swap agreement rate plus the applicable
LIBOR Margin. During the first quarter of fiscal 1998, the LIBOR Margin was
.75%. The swap agreement rates and durations are as follows:
<TABLE>
<CAPTION>
SWAP AGREEMENT SWAP AGREEMENT
EXPIRATION DATE NOTIONAL AMOUNT DATE RATE
- --------------- --------------- ---- ----
<S> <C> <C> <C>
July 7, 1998................ $50 million July 7, 1993 5.17%
August 9, 1999.............. $50 million August 7, 1997 6.077%
August 13, 1999............. $50 million August 13, 1993 5.54%
September 8, 2000........... $50 million December 8, 1995 5.56%
February 7, 2001............ $50 million August 7, 1997 5.91%
May 7, 2001................. $75 million May 7, 1997 6.5875%
September 10, 2001.......... $50 million December 8, 1995 5.623%
</TABLE>
13
<PAGE> 15
Also as part of the permanent financing for the Acquisition, on
December 22, 1988, we entered into the sale and leaseback of our principal
domestic facilities (the "Sale/Leaseback"). In January 1994, the annual
obligation under the Sale/Leaseback increased from $2.9 million to $3.3 million,
payable monthly. On the fifth anniversary of the leases and every five years
thereafter (including renewal terms), the rent will be increased by the
percentage equal to 75% of the percentage increase in the Consumer Price Index
over the preceding five years. The percentage increase to the rent in any
five-year period is capped at 15%. The next adjustment will not occur until
January 1, 1999.
We intend to fund our acquisitions, working capital requirements,
capital expenditure requirements, principal and interest payments, obligations
under the Sale/Leaseback, restructuring expenditures, other liabilities and
periodic expansion of facilities, to the extent available, with funds provided
by operations and short-term borrowings under the Revolving Credit Facility. To
the extent that funds are not available, particularly with respect to our
acquisition strategy, we will have to raise additional capital.
As set forth above, after the Second Amendment, the Revolving Credit
Facility provides up to $600 million in available credit. At December 31, 1997,
there was $194.6 million of available credit under the Revolving Credit
Facility. Under the Term Loan Facility, on July 31, 1997 we began to repay
principal in 21 consecutive quarterly installments by paying the $8.75 million
due in 1997 and $8.75 million due in the first quarter of fiscal 1998. Annual
payments, in the remainder of fiscal 1998 and succeeding fiscal years, are due
as follows: $26.25 million, $36.25 million, $42.5 million, $53.75 million and
$123.75 million.
The Credit Agreement contains numerous financial and operating
covenants, including, among other things, restrictions on investments;
requirements that we maintain certain financial ratios; restrictions on our
ability to incur indebtedness or to create or permit liens or to pay cash
dividends in excess of $50.0 million plus 50% of our consolidated net income for
each fiscal quarter ending after June 30, 1995, less any dividends paid after
June 22, 1994; and limitations on incurrence of additional indebtedness. The
Credit Agreement permits us to make acquisitions provided we continue to satisfy
all financial covenants upon any such acquisition. Our ability to meet our debt
service requirements and to comply with such covenants is dependent upon our
future performance, which is subject to financial, economic, competitive and
other factors affecting us, many of which are beyond our control.
CAUTIONARY FACTORS
This report contains various forward-looking statements concerning our
prospects that are based on the current expectations and beliefs of management.
Forward-looking statements may also be made by us from time to time in other
reports and documents as well as oral presentations. When used in written
documents or oral statements, the words "anticipate", "believe", "estimate",
"expect", "objective" and similar expressions are intended to identify
forward-looking statements. The statements contained herein and such future
statements involve or may involve certain assumptions, risks and uncertainties,
many of which are beyond our control, that
14
<PAGE> 16
could cause our actual results and performance to differ materially from what is
expected. In addition to the assumptions and other factors referenced
specifically in connection with such statements, the following factors could
impact our business and financial prospects:
- Factors affecting our international operations, including relevant
foreign currency exchange rates, which can affect the cost to produce
our products or the ability to sell our products in foreign markets,
and the value in U.S. dollars of sales made in foreign currencies.
Other factors include our ability to obtain effective hedges against
fluctuations in currency exchange rates; foreign trade, monetary and
fiscal policies; laws, regulations and other activities of foreign
governments, agencies and similar organizations; and risks associated
with having major manufacturing facilities located in countries, such
as Mexico, Hungary and Italy, which have historically been less stable
than the United States in several respects, including fiscal and
political stability.
- Factors affecting our ability to continue pursuing our current
acquisition strategy, including our ability to raise capital beyond the
capacity of our existing Credit Facilities or to use our stock for
acquisitions, the cost of the capital required to effect our
acquisition strategy, the availability of suitable acquisition
candidates at reasonable prices, our ability to realize the synergies
expected to result from acquisitions, and the ability of our existing
personnel to efficiently handle increased transitional responsibilities
resulting from acquisitions.
- Factors affecting our ability to profitably distribute and sell our
products, including any changes in our business relationships with our
principal distributors, primarily in the laboratory segment,
competitive factors such as the entrance of additional competitors into
our markets, pricing and technological competition, and risks
associated with the development and marketing of new products in order
to remain competitive by keeping pace with advancing dental,
orthodontic and laboratory technologies.
- With respect to Erie, factors affecting its Erie Electroverre S.A.
subsidiary's ability to manufacture the glass used by Erie's worldwide
manufacturing operations, including delays encountered in connection
with the periodic rebuild of the sheet glass furnace and furnace
malfunctions at a time when inventory levels are not sufficient to
sustain Erie's flat glass operations.
- Factors affecting our ability to hire and retain competent employees,
including unionization of our non-union employees and changes in
relationships with our unionized employees.
- The risk of strikes or other labor disputes at those locations which
are unionized which could affect our operations.
- Factors affecting our ability to continue manufacturing and selling
those of our products that are subject to regulation by the United
States Food and Drug Administration
15
<PAGE> 17
or other domestic or foreign governments or agencies, including the
promulgation of stricter laws or regulations, reclassification of our
products into categories subject to more stringent requirements, or the
withdrawal of the approval needed to sell one or more of our products.
- Factors affecting the economy generally, including a rise in interest
rates, the financial and business conditions of our customers and the
demand for customers' products and services that utilize Company
products.
- Factors relating to the impact of changing public and private health
care budgets which could affect demand for or pricing of our products.
- Factors affecting our financial performance or condition, including
tax legislation, unanticipated restrictions on our ability to transfer
funds from our subsidiaries and changes in applicable accounting
principles or environmental laws and regulations.
- The cost and other effects of claims involving our products and other
legal and administrative proceedings, including the expense of
investigating, litigating and settling any claims.
- Factors affecting our ability to produce products on a competitive
basis, including the availability of raw materials at reasonable
prices.
- Unanticipated technological developments that result in competitive
disadvantages and create the potential for impairment of existing
assets.
- Factors affecting information systems associated with year 2000
compliance both internally and by our customers and suppliers.
We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Quorum
The Company, a Wisconsin corporation, held its Annual Meeting of
Shareholders on January 30, 1998. A quorum was present at the Annual Meeting,
with 44,804,288 shares out of a
16
<PAGE> 18
total of 48,175,503 shares entitled to cast votes represented in person or by
proxy at the meeting. The share amounts set forth in this Item 4 are not
adjusted to reflect the two-for-one stock split effective February 20, 1998.
Proposal Number 1: To Elect Three Directors to Serve as Class III
Directors Until the 2001 Annual Meeting of
Shareholders and Until Their Respective Successors
are Duly Elected and Qualified.
The shareholders voted to elect Kenneth F. Yontz, Joe L. Roby and
William U. Parfet to serve as Class III directors until the 2001 Annual Meeting
of Shareholders and until their respective successors are duly elected and
qualified. The results of the vote are as follows:
<TABLE>
<CAPTION>
MR. YONTZ MR. ROBY MR. PARFET
--------- -------- ----------
<S> <C> <C> <C>
For 44,556,213 44,556,366 44,549,766
Withheld From 248,075 247,922 254,522
</TABLE>
Under Wisconsin law, directors are elected by a plurality of the votes
cast by shares entitled to vote in the election of directors. "Plurality" means
that the individuals who receive the largest number of votes are elected as
directors up to the maximum number of directors to be chosen in the election.
Any shares not voted, whether by withheld authority, broker non-vote or
otherwise, have no effect in the election of directors except to the extent that
the failure to vote for an individual results in another individual receiving a
larger number of votes. Accordingly, the above referenced results indicate that
each of Messrs. Yontz, Roby and Parfet received a plurality of the votes cast by
shares present in person or by proxy at the meeting and entitled to vote on the
election of directors.
The terms of office as directors of Don H. Davis Jr., Richard W.
Vieser, Christopher L. Doerr, Thomas O. Hicks and Robert B. Haas continued
after the meeting.
Proposal Number 2: To Consider and Vote Upon a Proposal to Amend the Sybron
International Corporation Amended and Restated 1993 Long-
Term Incentive Plan.
The shareholders voted to approve a proposal to amend the Sybron
International Corporation Amended and Restated 1993 Long-Term Incentive Plan
(the "Plan") to (1) increase the number of shares of Common Stock authorized for
issuance pursuant to the Plan by 2,400,000 (4,800,000 as adjusted for the
two-for-one stock split effective February 20, 1998); (2) provide it is intended
that the members of the Committee charged with administering the Plan qualify as
"non-employee directors" as defined in Rule 16b-3 under the Securities Exchange
Act of 1934 as well as "outside directors" for purposes of Section 162(m) of the
Internal Revenue Code; (3) revise the share withholding provisions relating to
tax withholding requirements to delete restrictions no longer required by Rule
16b-3; (4) require Non-Qualified Stock Options to be
17
<PAGE> 19
granted with an exercise price not less than 100% of Fair Market Value at the
time of grant; and (5) delete all provisions of the Plan relating to restricted
stock. The results of the vote are as follows:
For 43,134,859
Against 1,641,974
Abstentions 27,455
Broker Non-Votes 0
Under Wisconsin law, the affirmative vote of a majority of the votes
cast thereon is required for the approval of Proposal Number 2. Because
abstentions and broker non-votes are not considered votes cast, neither has an
effect on the voting for the proposal. Accordingly, the above referenced results
indicate the proposal to amend the Company's Plan received the affirmative vote
of 43,134,859 shares, constituting 96.3% of the 44,776,833 votes cast thereon at
the meeting.
Proposal Number 3: To Consider and Vote Upon a Proposal to Amend the
Company's Articles of Incorporation to Increase the
Number of Authorized Shares of Common Stock.
The shareholders voted to approve a proposal to amend the Company's
Articles of Incorporation to increase the number of authorized shares of Common
Stock from 110,000,000 to 250,000,000. The results of the vote are as follows:
For 42,653,410
Against 2,115,444
Abstentions 35,434
Broker Non-Votes 0
Under Wisconsin law, the affirmative vote of a majority of the votes
cast thereon is required for the approval of Proposal Number 3. Because
abstentions and broker non-votes are not considered votes cast, neither has an
effect on the voting for the proposal. Accordingly, the above referenced results
indicate the proposal to amend the Company's Articles of Incorporation received
the affirmative vote of 42,653,410 shares, constituting 95.3% of the 44,768,854
votes cast thereon at the meeting.
ITEM 5. OTHER INFORMATION
On February 5, 1998, Sybron announced that it had signed a definitive
agreement with LRS Acquisition Corp. ("LRS") pursuant to which LRS will be
merged with a subsidiary of Sybron. LRS is the parent company of "A" Company
Orthodontics, a manufacturer and developer of orthodontic products headquartered
in San Diego, California. "A" Company generated net sales of approximately $45
million for the year ended December 31, 1997. "A" Company will be managed by
Sybron's subsidiary, Sybron Dental Specialties, Inc., which is the parent of
Ormco
18
<PAGE> 20
Corporation, a manufacturer and developer of orthodontic products, and Kerr
Corporation, a manufacturer and developer of a broad range of consumable
products for use in restorative, prosthetic, and endodontic dentistry.
The transaction, which is expected to be completed within the next few
months, is subject to approval by the shareholders of LRS and to other customary
conditions of closing. The transaction has received early termination of the
Hart-Scott-Rodino waiting period.
Sybron will issue shares of its Common Stock in connection with the
merger and will account for the transaction using the pooling of interests
method of accounting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS:
See the Exhibit Index following the Signature page in this report,
which is incorporated herein by reference.
(b) REPORTS ON FORM 8-K:
No reports on Form 8-K were filed during the quarter for which this
report is filed.
19
<PAGE> 21
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.
SYBRON INTERNATIONAL CORPORATION
--------------------------------
(Registrant)
Date February 17, 1998 /s/ Dennis Brown
----------------- --------------------------------
Dennis Brown
Vice President - Finance, Chief
Financial Officer & Treasurer*
* executing as both the principal financial
officer and the duly authorized officer
of the Company.
20
<PAGE> 22
SYBRON INTERNATIONAL CORPORATION
(THE "REGISTRANT")
(COMMISSION FILE NO. 1-11091)
EXHIBIT INDEX
TO
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 1997
INCORPORATED
EXHIBIT HEREIN BY FILED
NUMBER DESCRIPTION REFERENCE TO HEREWITH
11 Statement re Computation of Per Share X
Earnings
27 Financial Data Schedule X
EI-1
<PAGE> 1
EXHIBIT 11
SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended
December 31,
1997 1996
---- ----
Basic:
<S> <C> <C>
Income available to Common Shareholders.. $ 19,335 $ 15,678
======== ========
Weighted average Common shares .......... 96,442 93,960
======== ========
Basic earnings per share ................ $ .20 $ .17
======== ========
Diluted:
Income available to Common Shareholders.. $ 19,335 $ 15,678
======== ========
Weighted average Common shares .......... 96,442 93,960
Common equivalent shares ................ 3,894 3,282
-------- --------
100,336 97,242
======== ========
Diluted earnings per share .............. $ .19 $ .16
======== ========
</TABLE>
(As adjusted for the two-for-one stock split effective February 20, 1998).
EI-2
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited consolidated financial statements of Sybron International Corporation
for the three months ended December 31, 1997 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 19,004
<SECURITIES> 0
<RECEIVABLES> 165,231
<ALLOWANCES> 3,724
<INVENTORY> 156,626
<CURRENT-ASSETS> 375,662
<PP&E> 195,728
<DEPRECIATION> 157,252
<TOTAL-ASSETS> 1,280,852
<CURRENT-LIABILITIES> 149,555
<BONDS> 676,637
0
0
<COMMON> 967
<OTHER-SE> 390,480
<TOTAL-LIABILITY-AND-EQUITY> 1,280,852
<SALES> 210,127
<TOTAL-REVENUES> 210,127
<CGS> 104,268
<TOTAL-COSTS> 60,188
<OTHER-EXPENSES> 115
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,992
<INCOME-PRETAX> 32,564
<INCOME-TAX> 13,229
<INCOME-CONTINUING> 19,335
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19,335
<EPS-PRIMARY> .20
<EPS-DILUTED> .19
</TABLE>
