<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 SEPTEMBER 30, 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: 0-20828
DANKA BUSINESS SYSTEMS PLC
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ENGLAND 98-0052869
- ---------------------------------------- ------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
11201 DANKA CIRCLE NORTH
ST. PETERSBURG, FLORIDA 33716
- ---------------------------------------- ------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 813-576-6003
NOT APPLICABLE
- --------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, 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 [ ]
The registrant had 227,278,565 Ordinary Shares outstanding as of September 30,
1997.
<PAGE> 2
INDEX
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Page
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PART I - FINANCIAL INFORMATION
Item 1 - Consolidated Financial Statements
Consolidated Statements of Earnings for the three months ended
September 30, 1997 and 1996 (Unaudited) 3
Consolidated Statements of Earnings for the six months ended
September 30, 1997 and 1996 (Unaudited) 4
Condensed Consolidated Balance Sheets as of September 30, 1997
(Unaudited) and March 31, 1997 (Audited) 5
Consolidated Statements of Cash Flows for the six months
ended September 30, 1997 and 1996 (Unaudited) 6
Consolidated Statement of Shareholders' Equity for the six months
ended September 30, 1997 (Unaudited) 7
Notes to Consolidated Financial Statements (Unaudited) 8
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 17
Item 2 - Changes in Securities 17 Item 3 - Defaults upon Senior Securities 17
Item 4 - Submission of Matters to a Vote of Security Holders 17
Item 5 - Other Information 18
Item 6 - Exhibits and Reports on Form 8-K 18
Signature 20
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
DANKA BUSINESS SYSTEMS PLC
CONSOLIDATED STATEMENTS OF EARNINGS
(IN THOUSANDS, EXCEPT PER AMERICAN DEPOSITARY SHARE ("ADS") AMOUNTS)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
----------------------------------
SEPTEMBER 30, SEPTEMBER 30,
1997 1996
- --------------------------------------------- ------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
REVENUE:
Retail equipment sales $238,214 $155,325
Retail service, supplies and rentals 523,288 210,321
Wholesale 62,011 54,882
- --------------------------------------------- -------- --------
Total revenue 823,513 420,528
- --------------------------------------------- -------- --------
COSTS AND OPERATING EXPENSES:
Cost of retail equipment sales 154,837 95,208
Retail service, supplies and rental costs 310,996 112,010
Wholesale costs of revenue 49,902 45,272
Selling, general and administrative expenses 244,056 133,120
Amortization of intangible assets 4,688 4,882
Research & development costs 12,502 --
- --------------------------------------------- -------- --------
Total costs and operating expenses 776,981 390,492
- --------------------------------------------- -------- --------
EARNINGS FROM OPERATIONS 46,532 30,036
Interest expense and other, net 15,084 6,832
- --------------------------------------------- -------- --------
EARNINGS BEFORE INCOME TAXES 31,448 23,204
Provision for income taxes 11,723 8,807
- --------------------------------------------- -------- --------
NET EARNINGS $ 19,725 $ 14,397
============================================= ======== ========
NET EARNINGS PER ADS $ 0.34 $ 0.25
============================================= ======== ========
WEIGHTED AVERAGE ADSS 58,029 57,583
</TABLE>
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3
<PAGE> 4
DANKA BUSINESS SYSTEMS PLC
CONSOLIDATED STATEMENTS OF EARNINGS
(IN THOUSANDS, EXCEPT PER AMERICAN DEPOSITARY SHARE ("ADS") AMOUNTS)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
----------------------------------
SEPTEMBER 30, SEPTEMBER 30,
1997 1996
- --------------------------------------------- ------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
REVENUE:
Retail equipment sales $ 485,454 $ 305,242
Retail service, supplies and rentals 1,055,463 405,273
Wholesale 125,434 111,968
- --------------------------------------------- ---------- ----------
Total revenue 1,666,351 822,483
- --------------------------------------------- ---------- ----------
COSTS AND OPERATING EXPENSES:
Cost of retail equipment sales 314,524 187,972
Retail service, supplies and rental costs 625,002 215,232
Wholesale costs of revenue 101,135 92,162
Selling, general and administrative expenses 498,679 259,616
Amortization of intangible assets 9,352 9,301
Research & development costs 25,002 --
- --------------------------------------------- ---------- ----------
Total costs and operating expenses 1,573,694 764,283
- --------------------------------------------- ---------- ----------
EARNINGS FROM OPERATIONS 92,657 58,200
Interest expense and other, net 31,843 11,865
- --------------------------------------------- ---------- ----------
EARNINGS BEFORE INCOME TAXES 60,814 46,335
Provision for income taxes 22,623 17,607
- --------------------------------------------- ---------- ----------
NET EARNINGS $ 38,191 $ 28,728
============================================= ========== ==========
NET EARNINGS PER ADS $ 0.66 $ 0.50
============================================= ========== ==========
WEIGHTED AVERAGE ADSS 57,866 57,664
</TABLE>
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4
<PAGE> 5
DANKA BUSINESS SYSTEMS PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
1997 1997
- ---------------------------------------------------- ------------- -----------
(UNAUDITED) (AUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 45,911 $ 73,875
Accounts receivable, net 635,555 758,903
Inventories 545,215 488,931
Prepaid expenses and other current assets 51,104 39,534
- ---------------------------------------------------- ----------- -----------
TOTAL CURRENT ASSETS 1,277,785 1,361,243
Equipment on operating leases, net 302,437 311,069
Property and equipment, net 83,644 87,768
Intangible assets, net 449,462 467,362
Other assets 121,101 125,262
- ---------------------------------------------------- ----------- -----------
TOTAL ASSETS $ 2,234,429 $ 2,352,704
==================================================== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt and notes payable $ 84,886 $ 41,385
Accounts payable 369,438 358,257
Accrued expenses and other current liabilities 262,259 305,296
Deferred revenue 67,741 69,149
- ---------------------------------------------------- ----------- -----------
TOTAL CURRENT LIABILITIES 784,324 774,087
Convertible subordinated notes 200,000 200,000
Other long-term debt 700,016 859,823
Deferred income taxes and other long-term liabilities 60,863 53,063
- ---------------------------------------------------- ----------- -----------
TOTAL LIABILITIES 1,745,203 1,886,973
- ---------------------------------------------------- ----------- -----------
SHAREHOLDERS' EQUITY:
Ordinary shares, 1.25 pence stated value; 500,000,000
authorized; 227,278,565 and 226,827,049 issued
and outstanding 4,741 4,734
Additional paid-in capital 303,501 301,623
Retained earnings 219,650 186,306
Currency translation adjustment (38,666) (26,932)
- ---------------------------------------------------- ----------- -----------
TOTAL SHAREHOLDERS' EQUITY 489,226 465,731
- ---------------------------------------------------- ----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,234,429 $ 2,352,704
==================================================== =========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5
<PAGE> 6
DANKA BUSINESS SYSTEMS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
-------------------------------
SEPTEMBER 30, SEPTEMBER 30,
1997 1996
- ------------------------------------------------------------ ------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings $ 38,191 $ 28,728
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Depreciation and amortization 82,982 37,778
Loss (gain) on sale of property and equipment 757 (334)
Proceeds from sale of rental equipment 7,165 4,909
Changes in assets and liabilities, net of effects
from the purchase of subsidiaries:
Accounts receivable (6,411) (6,331)
Inventories (60,239) (43,003)
Prepaid expenses and other current assets (12,117) 516
Other noncurrent assets 4,891 (4,081)
Accounts payable 12,850 (10,603)
Accrued expenses (38,635) (25,134)
Deferred revenue (705) (3,977)
Deferred income taxes and other long-term liabilities 1,093 7,246
- ------------------------------------------------------------ --------- ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 29,822 (14,286)
- ------------------------------------------------------------ --------- ---------
INVESTING ACTIVITIES
Capital expenditures (79,749) (39,419)
Proceeds from sale of property and equipment 7,020 654
Proceeds from settlement of prior year acquisition,
net of (payments) for purchases of subsidiaries 106,568 (50,909)
- ------------------------------------------------------------ --------- ---------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 33,839 (89,674)
- ------------------------------------------------------------ --------- ---------
FINANCING ACTIVITIES
Net (payments) borrowings under line of credit agreements (97,444) 104,470
Principal payments on debt (1,831) (14,655)
Proceeds from stock options exercised 1,885 141
Dividends (4,847) (4,075)
- ------------------------------------------------------------ --------- ---------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (102,237) 85,881
- ------------------------------------------------------------ --------- ---------
EFFECT OF EXCHANGE RATES 10,612 1,704
- ------------------------------------------------------------ --------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS (27,964) (16,375)
Cash and cash equivalents, beginning of period 73,875 38,217
- ------------------------------------------------------------ --------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 45,911 $ 21,842
============================================================ ========= =========
</TABLE>
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
<PAGE> 7
DANKA BUSINESS SYSTEMS PLC
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONAL CURRENCY
ORDINARY PAID-IN RETAINED TRANSLATION
SHARES CAPITAL EARNINGS ADJUSTMENT TOTAL
- ---------------------------------------- ----------- ----------- ----------- --------------------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
BALANCES AT MARCH 31, 1997 $ 4,734 $301,623 $186,306 $(26,932) $465,731
Net earnings 38,191 38,191
Dividends (4,847) (4,847)
Shares issued under employee option plan 7 1,878 1,885
Currency translation adjustment (11,734) (11,734)
- ---------------------------------------- -------- -------- -------- -------- --------
BALANCES AT SEPTEMBER 30, 1997 $ 4,741 $303,501 $219,650 $(38,666) $489,226
======================================== ======== ======== ======== ======== ========
</TABLE>
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
7
<PAGE> 8
DANKA BUSINESS SYSTEMS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying condensed consolidated balance sheet as of September
30, 1997, consolidated statements of earnings for the three months and six
months ended September 30, 1997 and 1996, the consolidated statement of
shareholders' equity for the six months ended September 30, 1997, and the
consolidated statements of cash flows for the six months ended September 30,
1997 and 1996 are unaudited. In the opinion of management, all adjustments,
consisting of normal recurring accruals, necessary for a fair presentation of
the results of operations for the interim periods presented have been reflected
herein. The results of operations for the interim periods are not necessarily
indicative of the results which may be expected for the entire fiscal year.
Certain amounts in the condensed consolidated balance sheet as of March 31, 1997
have been reclassified to conform to the current year presentation. The
consolidated financial statements should be read in conjunction with the
consolidated financial statements and the notes thereto included in Danka
Business Systems PLC's Annual Report for the year ended March 31, 1997.
NOTE 2. RESTRUCTURING CHARGE
During the third quarter of fiscal 1997, the Company recorded a $35.0
million pre-tax restructuring charge, related to the integration of the Office
Imaging division acquired from Eastman Kodak Company ("Kodak") and the related
transition to the Company's Market Based Approach in North America. As of
September 30, 1997, approximately $16.1 million remained in accrued liabilities,
primarily for the closing of duplicate facilities.
NOTE 3: PURCHASE PRICE SETTLEMENT FROM EASTMAN KODAK
The Company paid $688.0 million, subject to post closing adjustments,
in December 1996 for Kodak's Office Imaging and outsourcing businesses. In
September 1997, the Company received a cash refund of approximately $100.0
million from Kodak related to the purchase price adjustment provision in the
asset purchase agreement ("Asset Purchase Agreement"). The settlement amount
was based on the net asset changes of the Office Imaging and outsourcing
businesses from December 31, 1995 to December 31, 1996.
NOTE 4: NEW ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is effective for annual and interim
periods ending after December 15, 1997. Statement No. 128 requires dual
presentation of basic and diluted earnings per share (EPS) for complex capital
structures on the Consolidated Statement of Earnings. Basic EPS is computed by
dividing net earnings by the weighted average number of shares outstanding for
the period. Diluted EPS reflects the potential dilution from the exercise of
stock options or the conversion of securities into stock. Management expects the
implementation of Statement No. 128 will result in an increase in basic EPS. The
Company has not yet determined what the impact of Statement No. 128 will be on
the calculation of diluted EPS.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Danka Business Systems PLC and its Subsidiaries (the "Company") is one
of the world's largest independent suppliers of photocopiers, facsimiles and
other related automated office equipment. The Company primarily markets these
products and related services, parts and supplies on a direct basis to retail
customers. The Company also markets photocopiers, facsimiles, and related parts
and supplies on a wholesale basis to independent dealers. The Company
principally distributes the products of Canon, Kodak, Konica, Minolta, Ricoh,
Sharp and Toshiba. In addition, the Company markets private label photocopiers
and facsimiles and related supplies on a direct basis under the Company's
Infotec trademark, and facsimile equipment under its dex and Omnifax trademarks.
The Company became the exclusive distributor of Kodak branded photocopiers and
printers in December 1996, after completing the acquisition of the sales,
marketing, and equipment service operations of Kodak's Office Imaging division
and outsourcing business. The businesses are now known as Danka Office Imaging
and Danka Services International (formerly Danka Imaging Services).
The Company's goal is to increase its net margins through certain cost
efficiencies and synergies it expects to achieve by integrating the Office
Imaging business and Danka Services International with the Company's core
operations. The Company expects to generate over $100 million in annual cost
savings by integrating the businesses. It is the Company's goal to generate
these cost savings by increasing sales and service productivity, streamlining
operations and capitalizing on the combined purchasing power. The Company
expects to have the integration completed on a worldwide basis by the end of
1998.
The Company has completed the first of several steps in the integration
process. During the second quarter, the Company announced the realignment of its
geographical reporting responsibilities and the consolidation of its
organizational structure. On a geographic basis, the organization was split into
two regions: Danka Americas and Danka International. Danka Americas includes the
six U.S. divisions, Canada and Latin America. Danka International includes
Europe, Asia/Pacific and Australia. These geographic regions are supported by
the Company's areas of specialization which operate worldwide, including
Operational Excellence, Finance & Planning, and Markets & Strategy. During this
period, the management of the Company was realigned to conform with the
organizational changes.
Also announced during the second quarter, in relation to the Company's
new organizational structure, Danka would reduce its worldwide workforce by
approximately 3% in efforts to continue to refine the efficiencies of its
operations. The reduction, which has principally affected U.S. based employees,
is eliminating duplicative efforts in the service and administrative areas.
The second undertaking of the integration is to redesign the general
workflow processes. The Company's goal is to integrate the billings,
dispatching, distribution and other similar functions, to create a "single face
to the customer." The third area of focus is the development of a global
information technology ("IT") infrastructure and the standardization of the
Company's IT systems. The largest undertaking of the integration is the
development of a global IT infrastructure and the improvement of Danka's
operational processes. To support these initiatives, the Company has been
making significant investments in its information technology and operations
infrastructures, including the use of various independent computer and process
improvement consulting groups. The Company believes that these investments are
an important element in successfully integrating the businesses and in
providing a solid foundation for future growth. Danka's goal is to link the
sales, service, billing and finance efforts electronically, which will allow
the Company to better serve its customers as well as improve its employee
communication and support. As the Company has progressed with the integration,
it has developed better information as to the associated costs. The Company
expects to incur an additional $4-5 million in each of the next two quarters
related to the acceleration of its move to a single IT system.
9
<PAGE> 10
The Company has completed numerous acquisitions throughout its history.
The acquisition of the Office Imaging business and Danka Services International,
which is expected to add over $1.5 billion in annual revenue, was the Company's
largest to date. The acquisition was completed on December 31, 1996 and added
over 300 new locations in more than 15 new countries, and approximately 10,000
employees.
The following table sets forth for the periods indicated the percentage
of total revenue represented by certain items in the Company's Consolidated
Statements of Earnings:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, SIX MONTHS ENDED SEPTEMBER 30,
-------------------------------- ------------------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue:
Retail equipment sales....................... 28.9% 36.9% 29.1% 37.1%
Retail service, supplies and rentals......... 63.6 50.0 63.4 49.3
Wholesale.................................... 7.5 13.1 7.5 13.6
----- ----- ----- -----
Total revenue............................ 100.0 100.0 100.0 100.0
Cost of revenue................................ 62.6 60.0 62.5 60.2
----- ----- ----- -----
Gross profit................................... 37.4 40.0 37.5 39.8
Selling, general and administrative expenses... 29.6 31.7 29.9 31.7
Amortization of intangible assets.............. 0.6 1.2 0.5 1.1
Research and development costs................. 1.5 -- 1.5 -----
----- ----- ----- -----
Earnings from operations................. 5.7 7.1 5.6 7.0
Interest expense and other, net................ 1.9 1.6 1.9 1.4
----- ----- ----- -----
Earnings before income taxes............. 3.8 5.5 3.7 5.6
Provision for income taxes..................... 1.4 2.1 1.4 2.1
----- ----- ----- -----
Net earnings............................. 2.4% 3.4% 2.3% 3.5%
===== ===== ===== =====
</TABLE>
The following table sets forth for the periods indicated the gross
profit margin percentage for each of the Company's revenue classifications:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, SIX MONTHS ENDED SEPTEMBER 30,
-------------------------------- ------------------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Retail equipment sales....................... 35.0% 38.7% 35.2% 38.4%
Retail service, supplies and rentals......... 40.6 46.7 40.8 46.9
Wholesale.................................... 19.5 17.5 19.4 17.7
</TABLE>
QUARTER ENDED SEPTEMBER 30, 1997 COMPARED TO QUARTER ENDED SEPTEMBER 30, 1996:
Revenue
Revenue increased 96% to $823.5 million for the three months ended
September 30, 1997 ("second quarter of fiscal 1998") compared to $420.5 million
for the three months ended September 30, 1996 ("second quarter of fiscal 1997").
The increase resulted from core growth as well as significant contributions from
acquisitions, principally the Office Imaging and outsourcing businesses. In
addition, the Company's revenue mix has significantly changed due to the
acquisition of the Office Imaging and outsourcing businesses. The acquired
businesses generate a higher percentage of revenue from service, supplies and
rentals compared to the Company's core operations. As a percentage of total
revenue, retail equipment and wholesale sales declined, as retail service,
supplies and rentals have increased. The Company's current revenue mix is
expected to continue in the future.
10
<PAGE> 11
An increasing amount of the Company's revenue is generated in countries
outside of the United States. Due to the strength of the U.S. dollar against
certain foreign currencies, the Company's revenue comparisons were negatively
impacted by approximately $32.0 million during the second quarter of fiscal
1998.
Gross Profit
Gross profit increased 83% to $307.8 million for the second quarter of
fiscal 1998 from $168.0 million in the second quarter of fiscal 1997. The gross
profit margin as a percentage of total revenue decreased to 37.4% for the second
quarter of fiscal 1998 from 40.0% for the second quarter of fiscal 1997. The
decrease was primarily related to the acquisition of the Office Imaging and
outsourcing businesses which have lower individual gross profit margins than the
Company's traditional business. Gross profit as a percentage of retail equipment
sales decreased to 35.0% for the second quarter of fiscal 1998 from 38.7% for
the second quarter of fiscal 1997 due to the Office Imaging business as well as
the higher mix of high-volume equipment being sold. The Company's high-volume
equipment sales generate a lower gross profit margin than the Company's other
equipment sales. As a percentage of revenue, the gross profit margin on retail
service, supplies and rentals decreased to 40.6% for the second quarter of
fiscal 1998 from 46.7% for the second quarter of fiscal 1997 due to the
acquisition of the Office Imaging and outsourcing businesses which have lower
individual gross profit margins. Danka Services International, the Company's
outsourcing operations, has significantly lower gross profit margins due to the
nature of the business, and as it continues to grow, this business is expected
to impact the Company's overall gross profit margin. The Company's wholesale
gross profit margin increased to 19.5% for the second quarter of fiscal 1998
from 17.5% for the second quarter of fiscal 1997 primarily due to stronger
margins on the Company's private label sales.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased 83% to $244.1
million for the second quarter of fiscal 1998. The increase related to
acquisitions made after September 30, 1996, principally the acquisition of the
Office Imaging and outsourcing businesses. As a percentage of revenue, selling,
general and administrative expenses decreased to 29.6% for the second quarter of
fiscal 1998 from 31.7% for the second quarter of fiscal 1997. The decrease is
primarily related to the completion of the Company's Market Based Approach
during the first quarter of fiscal 1998 as well as to certain cost savings the
Company is beginning to realize through the integration of the acquired
businesses. The Market Based Approach reduced certain duplicative administrative
costs through the centralization of various management and administrative
functions throughout North America. In addition, the Company's selling, general
and administrative expenses as a percentage of revenue have been affected by the
acquisition of the Office Imaging business and outsourcing operations, which
require lower levels of selling, general and administrative expenses than the
Company's traditional business.
Amortization of Intangible Assets
Amortization of intangible assets remained relatively constant at $4.7
million for the second quarter of fiscal 1998 and $4.9 million for the second
quarter of fiscal 1997.
Research and Development Costs
In connection with the acquisition of the Office Imaging and
outsourcing businesses, the Company is providing funding to Kodak for ongoing
research and development through December 31, 2002. For the second quarter of
fiscal 1998, research and development costs totaled $12.5 million.
11
<PAGE> 12
Earnings from Operations
Earnings from operations increased 55% to $46.5 million for the second
quarter of fiscal 1998. The increase primarily related to increased revenue. As
a percentage of revenue, earnings from operations decreased to 5.7% for the
second quarter of fiscal 1998 from 7.1% for the second quarter of fiscal 1997.
The decrease was due to the $12.5 million of research and development costs and
to lower gross profit margins, which were partially offset by the lower margin
on selling, general & administrative expenses.
Interest Expense and Other, Net
Interest expense increased to $15.1 million for the second quarter of
fiscal 1998 compared to $6.8 million for the second quarter of fiscal 1997. The
increase primarily related to higher levels of borrowings used to finance the
acquisition of the Office Imaging and outsourcing businesses.
Income Taxes
Income taxes increased to $11.7 million for the second quarter of
fiscal 1998 from $8.8 million for the second quarter of fiscal 1997 due to
higher levels of earnings. The combined effective income tax rate decreased to
37.3% for the second quarter of fiscal 1998 as compared with an effective income
tax rate of 38.0% for the second quarter of fiscal 1997. The rate has decreased
due to higher earnings outside of the U.S. for which the effective tax rates are
lower.
Net Earnings
As a result of the above factors, net earnings increased 37% to $19.7
million for the second quarter of fiscal 1998 from $14.4 million for the second
quarter of fiscal 1997. As a percentage of revenue, net earnings decreased to
2.4% for the second quarter of fiscal 1998 as compared to 3.4% for the second
quarter of fiscal 1997. The decrease was primarily due to the $12.5 million of
research and development costs, lower gross profit margins, which were partially
offset by the lower margin on selling, general & administrative expenses, and to
higher levels of interest expense.
SIX MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO SIX MONTHS ENDED SEPTEMBER 30,
1996:
Revenue
Revenue increased 103% to $1.67 billion for the six months ended
September 30, 1997 compared to $822.5 million for the six months ended September
30, 1996. The increase resulted from core growth as well as significant
contributions from acquisitions, principally the Office Imaging and outsourcing
businesses. In addition, the Company's revenue mix has significantly changed due
to the acquisition of the Office Imaging and outsourcing businesses. The
acquired businesses generate a higher percentage of revenue from service,
supplies and rentals compared to the Company's core operations. As a percentage
of total revenue, retail equipment and wholesale sales declined, as retail
service, supplies and rentals increased. The Company's current revenue mix is
expected to continue in the future.
As discussed above, the Company's results have been impacted by the
strength of the U.S. dollar against certain foreign currencies. Had exchange
rates remained stable from a year ago, the Company's revenue for the six months
ended September 30, 1997 would have been approximately $47.0 million higher.
12
<PAGE> 13
Gross Profit
Gross profit increased 91% to $625.7 million for the six months ended
September 30, 1997 from $327.1 million for the six months ended September 30,
1996. The gross profit margin as a percentage of total revenue decreased to
37.5% for the six months ended September 30, 1997 from 39.8% for the six months
ended September 30, 1996. The decrease was primarily related to the acquisition
of the Office Imaging and outsourcing businesses which have lower individual
gross profit margins than the Company's traditional business. Gross profit as a
percentage of retail equipment sales decreased to 35.2% for the six months ended
September 30, 1997 from 38.4% for the six months ended September 30, 1996 due to
the Office Imaging business as well as the higher mix of high-volume equipment
being sold. The Company's high-volume equipment sales generate a lower gross
profit margin than the Company's other equipment sales. As a percentage of
revenue, the gross profit margin on retail service, supplies and rentals
decreased to 40.8% for the six months ended September 30, 1997 from 46.9% for
the six months ended September 30, 1996 due to the acquisition of the Office
Imaging and outsourcing businesses which have lower individual gross profit
margins. Danka Services International, the Company's outsourcing operations, has
significantly lower gross profit margins due to the nature of the business, and
as it continues to grow, this business is expected to impact the Company's
overall gross profit margin. The Company's wholesale gross profit margin
increased to 19.4% for the six months ended September 30, 1997 from 17.7% for
the six months ended September 30, 1996 primarily due to stronger margins on the
Company's private label sales.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased 92% to $498.7
million for the six months ended September 30, 1997. The increase related to
acquisitions made after September 30, 1996, principally the acquisition of the
Office Imaging and outsourcing businesses. As a percentage of revenue, selling,
general and administrative expenses decreased to 29.9% for the six months ended
September 30, 1997 from 31.7% for the six months ended September 30, 1996. The
decrease is primarily related to the completion of the Company's Market Based
Approach during the Company's first quarter of fiscal 1998 as well as to certain
cost savings the Company is beginning to realize through the integration of the
acquired businesses. The Market Based Approach reduced certain duplicative
administrative costs through the centralization of various management and
administrative functions throughout North America. In addition, the Company's
selling, general and administrative expenses as a percentage of revenue have
also been affected by the acquisition of the Office Imaging business and
outsourcing operations, which require lower levels of selling, general and
administrative expenses than the Company's traditional business.
Amortization of Intangible Assets
Amortization of intangible assets remained relatively constant at $9.4
million for the six months ended September 30, 1997 and $9.3 million for the six
months ended September 30, 1996.
Research and Development Costs
In connection with the acquisition of the Office Imaging and
outsourcing businesses, the Company is providing funding to Kodak for ongoing
research and development through December 31, 2002. For the six months ended
September 30, 1997, research and development costs totaled $25.0 million.
Earnings from Operations
Earnings from operations increased 59% to $92.7 million for the six
months ended September 30, 1997. The increase primarily related to increased
revenue. As a percentage of revenue, earnings from operations decreased to 5.6%
for the six months ended September 30, 1997 from 7.0% for the six months ended
September 30, 1996. The decrease was due to the $25.0 million of research and
development costs and to lower gross profit margins, which were partially offset
by the lower margin on selling, general & administrative expenses.
13
<PAGE> 14
Interest Expense and Other, Net
Interest expense increased to $31.8 million for the six months ended
September 30, 1997 compared to $11.9 million for the six months ended September
30, 1996. The increase primarily related to higher levels of borrowings used to
finance the acquisition of the Office Imaging and outsourcing businesses.
Income Taxes
Income taxes increased to $22.6 million for the six months ended
September 30, 1997 from $17.6 million for the six months ended September 30,
1996 due to higher levels of earnings. The combined effective income tax rate
decreased to 37.2% for the six months ended September 30, 1997 as compared with
an effective income tax rate of 38.0% for the six months ended September 30,
1996. The rate has decreased due to higher earnings outside of the U.S. for
which the effective tax rates are lower.
Net Earnings
As a result of the above factors, net earnings increased 33% to $38.2
million for the six months ended September 30, 1997 from $28.7 million for the
six months ended September 30, 1996. As a percentage of revenue, net earnings
decreased to 2.3% for the six months ended September 30, 1997 as compared to
3.5% for the six months ended September 30, 1996. The decrease was primarily due
to the $25.0 million of research and development costs, to lower gross profit
margins, which were partially offset by the lower margin on selling, general &
administrative expenses, and to higher levels of interest expense.
EXCHANGE RATES
Fluctuations in the exchange rate between the pound sterling and the
U.S. dollar affect the dollar equivalent of the pound sterling of the Ordinary
Shares of the Company on the London Stock Exchange and, as a result, are likely
to affect the market price of the ADSs. Additionally, the Company declares its
dividends in pounds sterling. Fluctuations in exchange rates will affect
dividend income measured in U.S. dollars because the Depositary is required to
convert pounds sterling into U.S. dollars at the prevailing exchange rates at
the time of making any dividend payments or other distributions. The Company
operates in over 30 countries worldwide, and therefore, fluctuations in exchange
rates between the U.S. dollar and the currencies in each of the countries in
which the Company operates, will affect the results of the Company's
international operations reported in U.S. dollars and the value of such
operations' net assets reported in U.S. dollars. The Company has significantly
increased its international business over the last few years and most recently,
with the acquisition of the Office Imaging and outsourcing businesses, the
Company added 19 new countries. The results of operations, financial condition
and competitive position of the Company's business may be affected by the
relative strength of its currencies in countries where its products are
currently sold. The Company's results of operations and financial condition may
be adversely affected by fluctuations in foreign currencies and by translations
of the financial statements of the Company's foreign subsidiaries from local
currencies into U.S. dollars.
The Company purchases a significant amount of its automated office
equipment, related parts and supplies from Japanese manufacturers. The purchase
price for most of these products is denominated in local currencies and
therefore, short term fluctuations in the local currencies relative to the
Japanese yen do not impact the Company's purchase price. However, if the yen
were to strengthen significantly against the U.S. dollar, this would impact the
yen amounts received by the Company's Japanese manufacturers as they converted
the U.S. dollars received from the Company and other dealers into yen. As a
result, these Japanese manufacturers could raise prices. The Company has
historically been successful in passing price increases on to its customers.
However, there can be no assurances that it can continue to do so in the future.
Also, most of the Company's service contracts are for one year periods and
accordingly, pricing for parts and supplies are not adjusted until the contract
is renewed.
14
<PAGE> 15
LIQUIDITY AND CAPITAL RESOURCES
The Company's net cash flow provided by (used in) operating activities
was $29.8 million and ($14.3) million for the six months ended September 30,
1997 and 1996, respectively. The Company experiences increases in certain
balance sheet accounts which result primarily from acquisitions as well as from
normal working capital needs. More specifically, the acquisition of the Office
Imaging and outsourcing businesses has impacted several of the items within the
Company's operating cash flow. The Company's inventory levels increased as a
result of requirements to purchase various levels of equipment pursuant to
supply agreements ("Supply Agreements") with Kodak. The Company continues to
build its Office Imaging salesforce and currently expects to meet the purchasing
requirements contained in the Supply Agreements with Kodak. Cash flow provided
by (used in) investing activities was $33.8 million and ($89.7) million for the
six months ended September 30, 1997 and 1996, respectively. The increase in cash
flow from investing activities is due to the cash refund of approximately $100.0
million the Company received from Kodak related to the purchase price adjustment
provision in the Asset Purchase Agreement. Net cash flow (used in) provided by
financing activities was ($102.2) million and $85.9 million for the six months
ended September 30, 1997 and 1996, respectively. The decrease was related to
payments made during the second quarter of fiscal 1998 on the outstanding debt
under the Company's credit agreements.
In December 1996 the Company signed a six-year $1.275 billion
multicurrency credit agreement (the "Credit Agreement") with a consortium of
international banks. The proceeds from the Credit Agreement were utilized to
purchase the Office Imaging and outsourcing businesses from Eastman Kodak, to
repay the outstanding balance under the Company's previous credit facility, as
well as for ongoing working capital and general corporate purposes. The Credit
Agreement provides the Company with a revolving component in an aggregate amount
of up to $725.0 million, and a term loan/letter of credit component of $550.0
million. The Credit Agreement is secured and guaranteed by certain of the
Company's subsidiaries and a covenant that the Company will not pledge its
assets except as specifically permitted under the terms of the Credit Agreement.
The Credit Agreement contains negative and affirmative covenants and agreements
which place restrictions on the Company regarding disposition of assets, capital
expenditures, additional indebtedness, permitted liens and payment of dividends,
as well as requiring the maintenance of certain financial ratios. The adjustable
interest rate on the Credit Agreement is, at the option of the Company, either:
(i) the London InterBank Offered Rate plus a tiered margin based on leverage for
the periods of one, two, three or six months or (ii) an alternative base rate,
consisting of the higher of the lead bank's prime rate or the Federal Funds Rate
plus 0.5%. As of September 30, 1997 the Credit Agreement had an outstanding
balance of approximately $237.2 million under the revolving component and $519.7
million under the term loan, all of which was incurring interest at a weighted
average rate of 5.7% per annum. Therefore, subject to availability under the
covenants, $518.1 million was available for future borrowings.
In March 1995, the Company issued $200.0 million of 6.75% Convertible
Subordinated Notes (the "Notes") at par, in a private placement offering, due
April 2002. The Notes are convertible into the Company's ADSs at a conversion
rate of $29.125 per ADS, or into the Company's Ordinary Shares at a conversion
rate of $7.281 per Ordinary share (equivalent to approximately 34.335 ADSs or
137.339 Ordinary Shares for each $1,000 principal amount of Notes). Interest is
payable semi-annually on April 1 and October 1. The Notes are not subject to
sinking fund requirements.
The Company has a number of other loans and credit facility
arrangements with banks, financial institutions and certain individuals, which
had an aggregate balance of $28.0 million at September 30, 1997. This balance is
primarily comprised of various cash management lines of credit (the "Lines") in
each of the countries in which the Company operates. The Lines provide for daily
liquidity of local operations in each such country. These loans vary widely in
terms and conditions.
While the Company does not have any other material contractual
commitments other than the funding of Kodak's research and development efforts,
additional investments in facilities and computer equipment will continue to be
necessary to support the anticipated growth of the business, and the transition
of the Office Imaging and outsourcing businesses off of Kodak's computer system.
The Company's cash flow from operations together with the borrowing capacity
under the Credit Agreement are expected to be adequate to finance its operating
cash requirements and capital expenditures for the short-term. It is anticipated
that future acquisitions and growth in the long-term will be funded primarily
with cash flow from operations, borrowings available under the Credit Agreement,
other credit sources and, where desirable, funding from the sale of additional
debt or equity securities.
15
<PAGE> 16
SEASONALITY
The Company experiences some seasonality in its business. The Company's
European and Canadian operations have historically experienced lower revenues
and net earnings for the three month period ended September 30 due to increased
vacation time by Europeans and Canadians during July and August. This has
resulted in reduced sales activity and reduced usage of photocopiers, facsimiles
and other automated office equipment during such period.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Certain statements contained throughout this Form 10-Q such as
statements concerning the anticipated effect of the acquisition of the Office
Imaging and outsourcing businesses (the "Acquisition") have on the Company's
expenses, productivity, and earnings, the expected synergies and efficiencies
resulting from the integration of the Acquisition, future intentions for
reducing costs and prospects for improving margins and maximizing profitability
from the Acquisition, and from the anticipated growth of digital and color
equipment and other statements contained herein regarding matters that are not
historical facts are "forward looking statements" (as such term is defined in
the Private Securities Litigation Reform Act of 1995) and because such
statements involve risks and uncertainties, actual results may differ materially
from those expressed or implied by such forward looking statements. Factors that
might cause such differences include, among others, the following: (i) the
Company's ability to manage and operate the Office Imaging and outsourcing
businesses, (ii) the demands that the Acquisition and integration of the Office
Imaging and outsourcing businesses will place, and the effect that such demands
will have, on the Company's resources, infrastructure and current operations,
(iii) the Company's ability to successfully operate in new international
markets, (iv) the ability of the Company to retain current management and other
employees of the Office Imaging and outsourcing businesses accustomed to
different corporate culture, compensation arrangements and benefits, (v) the
Company's ability to successfully manage and reduce the increased debt resulting
from the Acquisition, (vi) the Company's ability to achieve the minimum
equipment purchase commitments under the Supply Agreements and successfully sell
the resulting inventory at satisfactory prices, (vii) the Company's ability to
obtain an alternative and acceptable source of high-volume equipment and related
parts and supplies in the event the Supply Agreements are not renegotiated or
Kodak equipment is not competitive in the marketplace, (viii) increased
competition resulting from other high-volume copier distributors and the
discounting of such copiers by competitors, (ix) fluctuations in foreign
currency, (x) domestic and foreign political developments and governmental
regulations and policies, (xi) increased costs resulting from technological
developments, (xii) general economic and business conditions, (xiii) future
performance of the Office Imaging and outsourcing businesses and the Company's
current business, (xiv) the ability of the Company to successfully implement
its growth and business strategy, (xv) the ability of the Company to continue
to receive acceptable financing as required in the future, (xvi) the Company's
inability to achieve substantial operating cost reductions and efficiencies in
productivity, (xvii) the potential for unanticipated increases in expenditures
for labor, equipment, inventory, materials and supplies required to manage the
increased size of the Company as a result of the Acquisition, (xviii) the
ability of the Company to continue to gain access to and successfully
distribute new and current products brought to the marketplace at competitive
costs and prices, (xix) the ultimate amount of additional costs associated with
the integration and the amount and timing of realization of benefits from such
integration, and (xx) there can be no assurances that the implementation of the
Company's integration model tested in Canada will be successful in other areas
of the world. Readers are cautioned not to place undue reliance on the forward
looking statements, which reflect management's analysis only as of the date
hereof. The Company undertakes no obligation to update the forward looking
statements to reflect events or circumstances that arise after the date hereof.
16
<PAGE> 17
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not applicable.
ITEM 2. CHANGES IN SECURITIES.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Annual General Meeting of shareholders of Danka Business
Systems PLC was held on July 25, 1997. At the meeting, the following actions
were taken by the shareholders:
1. The payment of a final dividend for fiscal year 1997 in the amount
of 1.30 pence per Ordinary share (net) was authorized. The voting on the
resolution was as follows:
FOR 188,287,322
AGAINST 77,880
ABSTAINED 14,000
2. Approval not to fill the office of Director which was vacated by the
retirement of David S. Hooker and not offered for re-election. The voting on the
resolution was as follows:
FOR 188,254,270
AGAINST 110,932
ABSTAINED 14,000
3. David W. Kendall was re-elected to serve as a Director of the
Company, in accordance with the Company's Articles of Association. The voting on
the resolution was as follows:
FOR 188,230,054
AGAINST 135,148
ABSTAINED 14,000
4. Keith J. Merrifield was elected to serve as a Director of the
Company, in accordance with the Company's Articles of Association. The voting on
the resolution was as follows:
FOR 187,451,054
AGAINST 904,148
ABSTAINED 24,000
17
<PAGE> 18
5. KPMG was appointed as the Company's auditors for fiscal year 1998,
and the Board of Directors was authorized to fix the auditor's remuneration. The
voting on the resolution was as follows:
FOR 187,722,708
AGAINST 562,844
ABSTAINED 93,650
6. The Board of Directors of the Company was granted the authority to
allot securities up to an aggregate nominal amount of (pound)945,112. The voting
on the resolution was as follows:
FOR 177,974,484
AGAINST 10,390,718
ABSTAINED 14,000
7. The Board of Directors of the Company was granted the authority to
allot equity securities up to an aggregate nominal amount of (pound)567,068
without providing certain pre-emptive rights. The voting on the resolution was
as follows:
FOR 165,975,013
AGAINST 21,819,949
ABSTAINED 584,240
8. The Company was granted the authority to buy back up to 10% of its
outstanding share capital. The voting on the resolution was as follows:
FOR 178,719,110
AGAINST 9,641,292
ABSTAINED 18,800
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
EXHIBIT
NUMBER EXHIBIT
2.1* Asset Purchase Agreement between Eastman Kodak
Company and Danka Business Systems PLC dated as of
September 6, 1996, including Exhibit 5.19 (a) which
is the form of Amended and Restated Supply Agreement
by and between Eastman Kodak Company and
_______________________ dated as of
____________________, 1996. (Exhibit 2.1 to the
Company's Form 8-K dated November 14, 1996.)
2.2* Amendment No. 1 to Asset Purchase Agreement between
Eastman Kodak Company and Danka Business Systems PLC
dated December 20, 1996 (Excluding schedules and
similar attachments). (Exhibit 2.2 to the Company's
Form 8-K dated January 15, 1997).
18
<PAGE> 19
4.1* Memorandum of Association of the Company, including
paragraphs 5 and 6. (Exhibit 2.1 of the Company's
Registration Statement on Form 20-F, No. 0-20828,
filed on November 10, 1992 (the "1992 Registration
Statement").
4.2* Articles of Association of the Company, including
sections relating to Shares, Variation of Rights and
Votes of Members. (Exhibit 2.2 to the 1992
Registration Statement).
4.3* Deposit Agreement dated June 25, 1992, Amendment No.
1 dated February 26, 1993 and Amendment No. 2 dated
July 2, 1993 (Exhibit 4.9 of the Company's Form S-1
Registration Statement No. 33-68278 (the "1993 Form
S-1")., and Amendment No. 3 dated August 16, 1994
between The Bank of New York, the Company and Owners
and Holders of American Depositary Receipts.
4.4* Indenture dated March 13, 1995 between the Company
and The Bank of New York as Depositary and the
Company. (Exhibit 2 to the Company's Form 8-K dated
March 21, 1995).
4.5* Deposit and Custody Agreement dated March 13, 1995,
between The Bank of New York as Depositary and the
Company. (Exhibit 3 to the Company's Form 8-K dated
March 21, 1995).
4.6* Registration Rights Agreement dated as of March 13,
1995 relating to $175 million in Aggregate Principal
Amount of 6.75% Convertible Subordinated Notes Due
2002 by and among the Company and Prudential
Securities Incorporated and Smith Barney, Inc. and
Robert W. Baird & Co. and Raymond James & Associates,
Inc. (Exhibit 4.12 to the Company's Form 10-K dated
June 16, 1995).
4.8* Credit Agreement dated December 5, 1996, by and among
Danka Business Systems PLC, Dankalux Sarl & Co. SCA,
Danka Holding Company, the several financial
institutions from time to time a party and
NationsBank, N.A., as agent (Exhibit 4 to the
Company's Form 8-K December 16, 1996).
No other instruments defining the rights of holders
of long-term debt of the Company and its subsidiary
have been included as exhibits because the total
amount of obligations authorized under any such
agreement does not exceed 10% of the total assets of
the Company and its subsidiaries on a consolidated
basis. The Company hereby agrees to furnish
supplementally a copy of any omitted long-term debt
instrument to the Commission upon request.
27 Financial Data Schedule (for SEC purposes only)
* Document has heretofore been filed with the
Commission and is incorporated by reference and made
a part hereof.
(b) Reports on Form 8-K:
The Company did not file any reports on Form 8-K this period.
19
<PAGE> 20
SIGNATURE
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.
DANKA BUSINESS SYSTEMS PLC
--------------------------
(Registrant)
Date: November 12, 1997 /S/ DAVID C. SNELL, Finance Director
------------------------- ------------------------------------
David C. Snell, Finance Director
(Executive Vice President and the
Principal Accounting Officer)
20
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SECHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF DANKA BUSINESS SYSTEMS PLC AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> SEP-30-1997
<CASH> 45,911
<SECURITIES> 0
<RECEIVABLES> 635,555
<ALLOWANCES> 34,921
<INVENTORY> 545,215
<CURRENT-ASSETS> 1,277,785
<PP&E> 581,221
<DEPRECIATION> 195,140
<TOTAL-ASSETS> 2,234,429
<CURRENT-LIABILITIES> 784,324
<BONDS> 900,016
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<OTHER-SE> 484,485
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<CGS> 1,040,661
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