REMINGTON PRODUCTS CO LLC
10-Q, 1999-11-08
ELECTRIC HOUSEWARES & FANS
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             SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 - For the quarter ended September 30, 1999.

                                       OR

    [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                             EXCHANGE ACT OF 1934.

                        Commission file number 333-07429

                       Remington Products Company, L.L.C.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Delaware                                   06-1451076
- -------------------------                    ---------------------
(State or other jurisdiction of                 (IRS Employer
  incorporation or organization)             Identification No.)

60 Main Street, Bridgeport, Connecticut                06604
- ---------------------------------------           ---------------
(Address of principal executive offices             (Zip Code)

Registrant's telephone number, including area code: (203)  367-4400
                                                     --------------

Securities registered pursuant to Section 12(b) of the Act:

    Title of Each class             Name of each exchange on which registered
    -------------------             -----------------------------------------
           None                                      None

Securities registered  pursuant to Section 12(g) of the Act:

               11% Series B Senior Subordinated Notes due 2006
               -----------------------------------------------
                           (Title of Class)


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 _____










<PAGE>





                       REMINGTON PRODUCTS COMPANY, L.L.C.
                          QUARTERLY REPORT ON FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1999

                                      INDEX



<TABLE>
<CAPTION>
<S>                           <C>                                                                              <C>
                                                                                                               PAGE
PART I.                       FINANCIAL INFORMATION
Item I.                       Financial Statements (unaudited):
                              Consolidated Balance Sheets -
                                September 30, 1999 and December 31, 1998                                        3
                              Consolidated Statements of Operations -
                                For the three and nine months ended September 30, 1999 and 1998                 4
                              Consolidated Statements of Cash Flows -
                                For the nine months ended September 30, 1999 and 1998                           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                        13

PART II.                      OTHER INFORMATION
Item 6.                       Exhibits and Reports on Form 8-K                                                  14
                              Signature                                                                         14

</TABLE>





                                       -2-



<PAGE>



                       Remington Products Company, L.L.C.
                           Consolidated Balance Sheets
                            (unaudited in thousands)



<TABLE>
<CAPTION>

                                                                          September 30,         December 31,
                                                                              1999                  1998
                                                                         --------------         ------------
<S>                                                                      <C>                    <C>

ASSETS
Current assets:
    Cash and cash equivalents                                            $     4,268            $    4,249
    Accounts receivable, less allowance for doubtful accounts
          of $2,294 in 1999 and $2,749 in 1998                                57,965                59,998
    Inventories                                                               82,071                50,163
    Prepaid and other current assets                                           4,311                 1,879
                                                                         -----------            ----------
            Total current assets                                             148,615               116,289

Property, plant and equipment, net                                            12,849                13,135
Intangibles, net                                                              57,093                58,573
Other assets                                                                   7,036                 7,730
                                                                         -----------            ----------
            Total assets                                                 $   225,593            $  195,727
                                                                         ===========            ==========
LIABILITIES AND MEMBERS' DEFICIT
Current Liabilities:
    Accounts payable                                                     $    22,428            $   15,981
    Short-term borrowings                                                      5,689                 5,192
    Current portion of long-term debt                                          1,558                 1,842
    Accrued liabilities                                                       21,921                24,980
                                                                         -----------            ----------
            Total current liabilities                                         51,596                47,995

Long-term debt                                                               213,058               180,634
Other liabilities                                                              1,311                 1,839
Members' deficit:
     Members' deficit                                                       (36,406)              (31,473)
     Accumulated other comprehensive income                                  (3,966)               (3,268)
                                                                         -----------            ----------
            Total members' deficit                                          (40,372)              (34,741)
                                                                         -----------            ----------
            Total liabilities and members' deficit                       $   225,593            $  195,727
                                                                         ===========            ==========
</TABLE>



            See notes to unaudited consolidated financial statements.


                                       -3-



<PAGE>









                       Remington Products Company, L.L.C.
                      Consolidated Statements of Operations
                            (unaudited in thousands)


<TABLE>
<CAPTION>


                                                     Three Months Ended September 30,       Nine Months Ended September 30,
                                                        1999                1998                  1999             1998
                                                      --------            --------             ---------        ----------
<S>                                                   <C>                 <C>                   <C>             <C>

Net sales                                             $ 73,050            $ 60,614              $176,073          $152,499
Cost of sales                                           40,993              35,948                99,105            90,257
                                                      --------            --------             ---------        ----------
          Gross profit                                  32,057              24,666                76,968            62,242
Selling, general and administrative                     23,017              19,300                65,072            56,987
Amortization of intangibles                                504                 496                 1,494             1,459
Restructure and reorganization charge                    -                  -                      -                 6,531
                                                      --------            --------             ---------       ----------
         Operating income (loss)                         8,536               4,870                10,402           (2,735)
Interest expense                                         5,460               5,198                15,531            15,077
Other expense (income)                                     193                 474                   126               597
                                                      --------            --------             ---------        ----------
         Income (loss) before income taxes               2,883               (802)               (5,255)          (18,409)
Provision (benefit) for income taxes                        30               (139)                 (322)             (789)
                                                      --------            --------             ---------      ------------
         Net income (loss)                            $  2,853            $  (663)             $ (4,933)         $(17,620)
                                                      ========            ========             =========         =========


         Net income (loss) applicable to
           common units                               $    169            $(3,048)             $(12,753)         $(24,568)
                                                      ========            ========             =========         =========


</TABLE>







        See  notes  to   unaudited   consolidated   financial statements.





                                       -4-



<PAGE>










                       Remington Products Company, L.L.C.
                      Consolidated Statements of Cash Flows
                            (unaudited in thousands)


<TABLE>
<CAPTION>


                                                                                     Nine Months Ended September 30,
                                                                                     -------------------------------
                                                                                        1999                   1998
                                                                                      --------              --------
<S>                                                                                   <C>                   <C>

Cash flows from operating activities:

   Net loss                                                                           $(4,933)              $(17,620)

   Adjustment to reconcile net loss to net cash used in operating activities:
       Depreciation                                                                      2,536                  2,348
       Amortization of intangibles                                                       1,494                  1,459
       Amortization of deferred financing fees                                             995                    829
       Restructuring and reorganization charge                                               -                  6,531
       Inventory markdown                                                                    -                  1,456
       Deferred income taxes                                                              (32)                  (669)
       Foreign currency forward (gain) loss                                                105                   (59)
                                                                                     ---------              ---------
                                                                                           165                (5,725)
       Changes in assets and liabilities:
          Accounts receivable                                                            2,033                 12,017
          Inventories                                                                 (31,908)               (10,087)
          Accounts payable                                                               6,447                    753
          Accrued liabilities                                                          (4,276)                (8,532)
          Other, net                                                                   (1,485)                (3,005)
                                                                                     ---------              ---------
              Cash used in operating activities                                       (29,024)               (14,579)
                                                                                     ---------              ---------
Cash flows used in investing activities:
   Capital expenditures                                                                (2,312)                (2,990)
                                                                                     ---------              ---------
Cash flows from financing activities:
    Net borrowings (repayments) under term loan facilities                              13,739                (1,032)
    Net borrowings  under credit facilities                                             18,584                 16,706
    Equity repurchases                                                                       -                  (242)
    Other, net                                                                           (923)                     19
                                                                                     ---------              ---------
              Cash provided by financing activities                                     31,400                 15,451
                                                                                     ---------              ---------
              Effect of exchange rate changes on cash                                     (45)                    110
Increase (decrease) in cash and cash equivalents                                            19                (2,008)
Cash and cash equivalents, beginning of period                                           4,249                  5,408
                                                                                     ---------              ---------
              Cash and cash equivalents, end of period                               $   4,268              $   3,400
                                                                                     =========              =========
Supplemental cash flow information:
       Interest paid                                                                 $  10,632              $  10,580
       Income taxes paid, net                                                        $    (17)              $   2,028

</TABLE>



See  notes  to   unaudited   consolidated   financial statements.


                                      -5-


<PAGE>


                       Remington Products Company, L.L.C.

              Notes to Unaudited Consolidated Financial Statements




1.    Basis of Presentation

       The statements have been prepared by the Company without audit,  pursuant
to the rules and  regulations  of the  Securities  and Exchange  Commission  and
according  to  generally  accepted  accounting   principles,   and  reflect  all
adjustments  consisting of normal  recurring  accruals  which, in the opinion of
management,  are  necessary  for a fair  statement of the results of the interim
periods  presented.  These  financial  statements do not include all disclosures
associated with annual financial statements and, accordingly,  should be read in
conjunction  with the notes  contained  in the  Company's  audited  consolidated
financial statements for the year ended December 31, 1998.


2.    Inventories

       Inventories were comprised of the following (in thousands):
<TABLE>
<CAPTION>

                                                                         September 30,              December 31,
                                                                             1999                       1998
                                                                         -------------             -------------
<S>                                                                      <C>                       <C>


                     Finished goods                                      $   79,365                $  46,454
                     Work in process and raw materials                        2,706                    3,709
                                                                         ----------                ---------
                                                                         $   82,071                $  50,163
                                                                         ==========                =========
</TABLE>


3.    Income Taxes

      Federal  income taxes on net earnings of the Company are payable  directly
by the members pursuant to the Internal Revenue Code. Accordingly,  no provision
has been made for Federal income taxes for the Company.  However,  certain state
and local  jurisdictions do not recognize L.L.C.  status for taxing purposes and
require  taxes to be paid on net  earnings.  Furthermore,  earnings  of  certain
foreign  operations are taxable under local  statutes.  In  jurisdictions  where
L.L.C.  status  is not  recognized  or  foreign  corporate  subsidiaries  exist,
deferred taxes on income are provided for as temporary  differences  between the
financial and tax basis of assets and liabilities.



                                       -6-



<PAGE>



4.    Commitments and Contingencies

    The Company is involved in legal and  administrative  proceedings and claims
of various  types.  While any  litigation  contains  an element of  uncertainty,
management  believes that the outcome of each such  proceeding or claim which is
pending  or known to be  threatened,  or all of them  combined,  will not have a
material  adverse  effect on the Company's  consolidated  financial  position or
results of operations.

5.   Restructure and Reorganization

    In the second quarter of 1998,  the Company  announced a plan to restructure
its Connecticut  shaver assembly and warehousing  operations  ("the Plan").  The
Plan  consisted of  relocating  the shaver  assembly  operations  to an existing
Remington partner-vendor located in Asia and relocating the warehousing function
to a third party  provider in  California.  The Plan  resulted in affecting  the
employment  of  approximately   235  employees  located  at  the  Company's  two
Connecticut  facilities,  the majority of which were factory  employees.  During
1998, the Company recorded total  non-recurring  charges of $9.6 million related
to  the  Plan,  of  which  $6.8  million  was  charged  to   restructuring   and
reorganization  and  $2.8  million  was  charged  to cost of  sales  related  to
inventory write-downs associated with the Plan.

    In the fourth  quarter of 1998,  the  Company  substantially  completed  the
relocation of the Connecticut shaver assembly to Asia, and the relocation of the
Connecticut  warehousing  facility to a third party in  California.  In December
1998, the Company terminated  substantially all of the affected  employees,  and
the  remaining  severance and other benefit costs have been paid out through the
third quarter of 1999. As of December 31, 1998, the Company terminated its lease
obligations  with respect to certain  equipment  and  machinery  utilized in the
factory and  warehouse,  however,  the Company  continued to pay  non-cancelable
lease  obligations for its  Connecticut  warehouse  facility  through the end of
third  quarter  1999.  Cash  outlays in the first nine  months of 1999  totalled
approximately  $2.2  million,  related to severance  and benefit costs and lease
obligations.   As  of  September  30,  1999  the  accrual  for  restructure  and
reorganization was fully utilized.


6.     Comprehensive Income

      Comprehensive  income is  defined  as the  change in equity of a  business
enterprise  during a period from transactions and other events and circumstances
from non-owner sources.

      Comprehensive income consists of the following (in thousands):

<TABLE>
<CAPTION>

                                                             Three Months Ended                          Nine Months Ended
                                                                 September 30,                             September 30,
                                                             ------------------                          -----------------
                                                               1999            1998                   1999                1998
                                                             -------         -------                -------             -------
<S>                                                          <C>             <C>                    <C>                 <C>


Net income (loss) per consolidated financial
        statements                                           $2,853          $  (663)               $(4,933)            $(17,620)
Other comprehensive income:
   Foreign currency translation adjustments                      99             (810)                  (114)              (1,090)
   Cumulative effect of adoption of SFAS 133                                    (105)                                       (105)
   Net unrealized hedging loss                                (787)             (345)                  (584)                (345)
                                                             ------          --------               --------            ---------
         Comprehensive income (loss)                         $2,165          $(1,923)               $(5,631)            $(19,160)
                                                             ======          ========               ========            =========

</TABLE>


                                       -7-



<PAGE>










ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
     of Operations


General

    The  Company  is a leading  developer  and  marketer  of men's  and  women's
electrical  personal  care  appliances,  including  men's and  women's  electric
shavers and accessories, women's personal care appliances including hairsetters,
hair dryers and curling irons, men's electric grooming products, and other small
electric  consumer  appliances.  The Company  distributes  its men's and women's
electrical  personal care appliances  through its three operating segments which
are  comprised of 1) the North  America  segment,  which sells  product  through
mass-merchant retailers,  department stores and drug chains in the United States
and  Canada,  2) the  International  segment,  which  sells  product  through an
international network of subsidiaries and distributors,  and 3) the U.S. Service
Stores  segment  comprised of more than 90  Company-owned  and operated  service
stores.

    Sales of the Company's products are highly seasonal, with a large percentage
of net  sales  occurring  during  the  Christmas  selling  season.  The  Company
typically derives more than 40% of its annual net sales in the fourth quarter of
each year  while the first  quarter  of each  year is  generally  the  Company's
weakest quarter.  As a result of this seasonality,  the Company's  inventory and
working capital needs fluctuate substantially during the year.


Results of Operations

    The  following  table  sets  forth  the  Company's  unaudited   consolidated
statements of operations,  including net sales and operating income by its North
America,  International and U.S. Service Stores operating  segments,  as well as
the  Company's  consolidated  results of operations as a percentage of net sales
for the three months and nine months ended September 30, 1999 and 1998.







                                       -8-



<PAGE>














<TABLE>
<CAPTION>


                                          Three Months Ended September 30,               Nine Months Ended September 30,
                                      ----------------------------------------       ---------------------------------------
                                              1999                    1998                   1999                     1998
                                         --------------          --------------          ---------------        ----------------


                                        $             %          $             %             $           %           $          %
<S>                                  <C>          <C>          <C>         <C>           <C>           <C>        <C>          <C>

 <C.    Net Sales:
        North America                $  34.4         47.1      $  26.5        43.7       $  83.1        47.2        $70.4      46.2
        International                   29.3         40.0         25.2        41.6          65.9        37.4         57.3      37.5
        U.S. Service Stores              9.4         12.9          8.9        14.7          27.1        15.4         24.8      16.3
                                     -------      -------      -------     -------       -------      ------     --------     ------
                                        73.1        100.0         60.6       100.0         176.1       100.0        152.5     100.0
     Cost of sales                      41.0         56.1         35.9        59.2          99.1        56.3         90.3      59.2
                                     -------      -------      -------     -------       -------      ------     --------     ------
     Gross profit                       32.1         43.9         24.7        40.8          77.0        43.7         62.2      40.8
     Selling, general and
            administrative              23.1         31.5         19.3        31.8          65.1        37.0         57.0      37.4
     Amortization of  intangibles        0.5          0.7          0.5                       1.5         0.9          1.4       0.9
                                                                               0.8
     Restructure and                    -            -            -            -             -           -            6.5       4.3
                                     -------      -------      -------     -------     ----------  ---------    ---------     ------
Reorganization
     Operating income (loss):
        North America                    6.8          9.3          3.5         5.8           9.8         5.5          6.5       4.2
        International                    2.6          3.6          2.2         3.6           4.0         2.3          1.8       1.2
        U.S. Service Stores              0.5          0.7          0.5         0.8           0.6         0.3          0.8       0.5
        Depreciation and                                         (1.3)       (2.0)                                             (2.5)
amortization                           (1.4)        (1.9)                                   (4.0)       (2.3)        (3.8)
        Restructure and                 -            -            -            -              -          -                     (4.3)
reorganization                                                                                                       (6.5)
        Inventory markdowns             -            -            -            -              -          -           (1.5)     (0.9)
                                     -------      -------      -------      -------      ---------  ---------     --------    ------
     Total operating income (loss)       8.5         11.7          4.9          8.2          10.4         5.8        (2.7)     (1.8)

     Interest expense                    5.4          7.5          5.2          8.6          15.5         8.8         15.1       9.9
     Other expense (income)              0.2          0.3          0.5          0.8           0.1       -              0.6       0.4
                                     -------      -------      -------      -------      ---------   ---------    ---------   ------

     Income (loss) before income
           taxes                         2.9          3.9        (0.8)        (1.2)         (5.2)       (3.0)       (18.4)    (12.1)

    Provision (benefit) for income
            taxes                       -             -          (0.1)        (0.2)         (0.3)       (0.2)        (0.8)     (0.5)
                                     -------      -------     --------      -------      ---------     -------      -------    ----

     Net income (loss)                $  2.9          3.9       $(0.7)        (1.0)       $ (4.9)       (2.8)       $(17.6)   (11.6)
                                      ======     ========       ======      =======       =======      ======       =======   ======

</TABLE>

                                       -9-




<PAGE>






Third Quarter Ended September 1999 Versus September 1998

    Net Sales.  Net sales for the quarter  ended  September  30, 1999 were $73.1
million,  an increase of 20.6%  compared to $60.6  million for the quarter ended
September  30, 1998.  Sales were strong  across most major  product  categories,
particularly personal care, women's shavers and men's grooming.

    Net sales in North  America were $34.4 million in the third quarter of 1999,
an increase of 29.8%  compared  to $26.5  million in the third  quarter of 1998.
Sales  increases in the quarter were  attributable  to personal  care  products,
particularly hair dryers, which benefited from new product introductions.

    International  net sales were $29.3 million in the third quarter of 1999, an
increase of 16.3%  compared to $25.2 million in the third  quarter of 1998.  The
sales   increase   reflects  good  growth  from  all  of  the  Company's   major
international  operations,  primarily  from  sales of  personal  care  products.
Currency impact on sales,  due to exchange rate  fluctuations,  were minimal for
the third quarter.

    Net sales through the Company's U.S.  service stores  increased 5.6% to $9.4
million in the third  quarter of 1999 from $8.9 million in the third  quarter of
1998.  The  increase  is  primarily  due  to  same  store  sales   increases  of
approximately 5% for the quarter,  as incremental  sales from additional  stores
was mostly  offset by the closing of ten stores  that were  located in the Fedco
store chain in California, which ceased operations in August.

      Gross Profit.  Gross profit  increased to $32.1  million,  or 43.9% of net
sales in the third quarter of 1999,  compared to $24.7 million,  or 40.8% of net
sales in the third quarter of 1998, despite negative currency impacts.  The 1999
increase is due to higher margins,  primarily from cost savings  associated with
the  restructuring  and  reorganization  as  well as  higher  margins  on  newer
products.

    Selling,  General and  Administrative.  Selling,  general and administrative
expenses were $23.1 million, or 31.5% of net sales in the third quarter of 1999,
as  compared  to  $19.3  million  or 31.8% of net  sales in 1998,  as  increased
distribution and promotion costs were offset by lower administrative costs, as a
percentage of sales.

    Operating  Income.  The  operating  income  in the  third  quarter  of  1999
increased to $8.5 million compared to $4.9 million in the third quarter of 1998.
The increase is a result of higher  sales and higher gross  margins in the third
quarter 1999.

    Interest Expense.  Interest expense of $5.4 million for the third quarter of
1999 was higher than the $5.2 million in the third quarter of 1998 due to higher
average outstanding borrowings in 1999.

     Income Tax  (Benefit)  Expense.  The provision for income taxes was minimal
for the third  quarter of 1999  compared to net  benefit of $0.1  million in the
third quarter of 1998. The increase is the result of the increased profitability
of the Company's International business in 1999.

                                       -10-



<PAGE>






Nine Months Ended September 1999 Versus September 1998

      Net Sales.  Net sales for the nine months  ended  September  30, 1999 were
$176.1  million,  an increase of 15.5%  compared to $152.5  million for the nine
months ended September 30, 1998. Sales increased in all major business segments.

      North American sales  increased  18.0% to $83.1 million for the first nine
months of 1999 compared to $70.4  million in the first nine months of 1998.  New
product  introductions  in hair  dryers and  grooming  resulted  in  significant
increased demand in these particular  categories,  while shaver sales were up on
the strength of the new rotary and women's shaver products.

      Net sales in the  international  business  were $65.9  million in 1999, an
increase of 15.0% compared to $57.3 million in 1998,  despite slightly  negative
currency  impacts.  Strong  personal care sales and increased  shaver sales were
prevalent in the major international markets.

      Net sales through the Company's  U.S.  Service  Stores  increased  9.3% to
$27.1 million in 1999.  The increase is due to new store growth and increases in
same store sales of 4% over 1998.

      Gross Profit.  Gross profit was $77.0  million,  or 43.7% of sales for the
first nine months of 1999 compared to $62.2 million or 40.8% of net sales in the
first  nine  months  of 1998.  Included  in 1998  cost of sales is $1.5  million
non-recurring  charge for inventory markdowns in connection with the restructure
and  reorganization of the Connecticut  operations.  Excluding this charge,  the
gross profit percentage for the first nine months of 1998 would have been 41.8%.
Higher margins in 1999 are  attributable to cost savings from the  restructuring
and reorganization and product mix, with higher margins on newer products. These
increases  were  partially  offset by  negative  currency  impacts as  inventory
purchases are made in U.S. dollars.

      Selling,  General  and  Administrative  Expenses.   Selling,  general  and
administrative  expenses were $65.1 million or 37% of net sales in 1999 compared
to $57.0  million,  or 37.4% of net  sales  in  1998.  Although  investments  in
distribution as well as selling and marketing  expenses were higher in 1999, the
total as a percentage of sales was slightly lower in 1999 due to the incremental
sales volume.

      Operating  Income  (Loss).  For  the  nine  months  ended  September  1999
operating  income was $10.4  million  compared to a $(2.7)  million  loss before
restructuring  charges of $8.0  million in the first  nine  months of 1998.  The
increased  operating  income is attributable to the increased  sales,  increased
gross margin percentages, as well as lower operating expenses as a percentage of
sales in 1999.

      Restructure and Reorganization  Charge. In the second quarter of 1998, the
Company  recorded an $8.0 million charge in connection  with  restructuring  its
Connecticut  operations,  of which $1.5 million was charged to cost of sales and
$6.5 million was charged to restructure and reorganization. These restructurings
resulted  in  the  shutdown  of  the  assembly  operations  at  its  Bridgeport,
Connecticut facility.  Additionally, the Company closed its Milford, Connecticut
warehouse and relocated this function to Southern California.

                                      -11-



<PAGE>




      Interest  Expense.  Interest expense for the first nine months of 1999 was
$15.5 million  compared to $15.1 million in the first nine months of 1998 due to
increased average outstanding borrowings in 1999.

     Income Tax  Benefit.  The benefit  for income  taxes in 1999 was reduced to
$0.3 million from $0.8  million in 1998 as a result of lower  pre-tax  losses in
the U.K. operations.


Liquidity and Capital Resources

    Net cash used in operating  activities for the first nine months of 1999 was
$29.0  million  versus $14.6 million  during the first nine months of 1998.  The
increase is primarily  attributable  to increased  investments in inventories to
meet anticipated fourth quarter demand.

    The Company's  operations are not capital  intensive.  During the first nine
months of 1999 and 1998, the Company's capital expenditures totaled $2.3 million
and $3.0 million, respectively. Capital expenditures for 1999 are anticipated to
be approximately $3.5 million.

    The Company borrowed approximately $18.6 million on various revolving credit
agreements  and borrowed an additional  $15.0 million  under  supplemental  term
loans, net of repayment of $1.3 million. The increased borrowings helped to fund
the investment in inventory necessary to meet the increased sales levels.


    The  Company's  primary  sources  of  liquidity  are  funds  generated  from
operations and borrowings available pursuant to the Senior Credit Agreement. The
Senior  Credit  Agreement,  as amended,  provides  for $70 million in  Revolving
Credit  Facilities,  $10 million in Term Loans expiring on June 30, 2002,and $15
million of  Supplemental  Term Loans  expiring on June 30, 2001.  The  Revolving
Credit Facilities, including $50 million in the U.S., are subject to a borrowing
base of 85% of eligible accounts receivable and 60% of eligible  inventory.  The
U.S.  Revolving Credit Facility's  borrowing base can be increased between March
15 and December 15 as needed up to $10 million over the applicable percentage of
eligible  receivables  and  inventories  (still limited to the $50 million total
U.S. facility). As of September 30, 1999, the Company was in compliance with all
covenants under the Senior Credit Agreement and availability under the Revolving
Credit Facilities was approximately $7.9 million. The Company believes that cash
generated from operations and borrowing resources will be adequate to permit the
Company to meet both its debt service  requirements and capital requirements for
the next twelve months, although no assurance can be given in this regard.

Year 2000 Compliance

    The Company  continues to assess its  exposure  related to the impact of the
Year 2000 date  issue.  The Year 2000 date issue  arises from the fact that many
computer  programs  use only two digits to identify a year in a date field.  The
Company's key  financial and  operational  systems have been  reviewed,  and the
majority  of  the  systems  did  not   require   modifications.   All   required
modifications  have been completed.  Costs incurred to date are not material and
Management does not expect that any potential  future costs will have a material
adverse  impact on the Company's  financial  position,  results of operations or
cash flows.


                                      -12-



<PAGE>


     The  Company  could be  adversely  impacted  by the Year 2000 date issue if
suppliers,   customers   and  other   businesses   do  not  address  this  issue
successfully.  The Company has a formalized  comprehensive  supplier  compliance
program in place,  and responses from suppliers have been compiled and reviewed.
Based upon this analysis,  Management  does not believe that the Year 2000 issue
will cause the Company to  experience  any  significant  difficulty in obtaining
products.   The  Company  has  contacted  its  major   customers  and  financial
institutions  and has received  assurances of Year 2000 compliance from a number
of those contacted.  Based upon these responses and other inquiries,  Management
believes  that its  major  customers  will be Year  2000  compliant.  Management
continues to assess these risks in order to reduce the impact on the Company.

     There can be no guarantee  that the Company,  its  suppliers  and customers
will not experience Year 2000  difficulties.  Management  believes that the most
likely negative effects,  should any occur, could include disruptions in receipt
of product, shipments to customers,  delays in the Company's receipt of payments
from customers, and delays in the ability to pay certain suppliers.


EURO Conversion

    On January 1, 1999, eleven of fifteen member countries of the European Union
entered a three-year  transition  phase  during which one common legal  currency
(the "euro") was  introduced.  Beginning in January 2002,  new  euro-denominated
bills and coins  will be  issued,  and local  currencies  will be  removed  from
circulation.  Although the Company's  international  businesses  affected by the
euro-conversion  comprise  less than 5% of the Company's  annual net sales,  the
Company has  established  various plans to address the issues raised by the euro
currency  conversion.  These issues  include,  among  others,  the need to adapt
computer  and   financial   systems  and  business   processes  to   accommodate
euro-denominated  transactions and the impact of one common currency on pricing.
Based on its evaluation to date,  Management  believes that the  introduction of
the euro,  including  total costs for the  conversion,  will not have a material
adverse  impact on the Company's  financial  position,  results of operations or
cash  flows.  The  Company  will  continue  to  evaluate  the impact of the euro
introduction.

Forward Looking Statements

    This  Management's  Discussion  and  Analysis  may  contain  forward-looking
statements which include assumptions about future market conditions,  operations
and results.  These statements are based on current expectations and are subject
to risks and uncertainties.  They are made pursuant to safe harbor provisions of
the Private  Securities  Litigation  Reform Act of 1995.  Among the many factors
that could cause actual results to differ  materially  from any  forward-looking
statements are the success of new product introductions and promotions,  changes
in the competitive  environment for the Company's  product,  changes in economic
conditions,   foreign  exchange  risk  and  other  factors  discussed  in  prior
Securities and Exchange  Commission filings by the Company.  The Company assumes
no obligation to update these forward-looking statements or advise of changes in
the assumptions on which they were based.


ITEM 3.  Quantitative and Qualitative Disclosures about Market Risk

      There are no material changes to the disclosure on this matter made in the
Company's report on Form 10-K for the year ended December 31, 1998.

                                      -13-



<PAGE>






                            PART II OTHER INFORMATION



ITEM 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

     27   Financial Data Schedule.

 (b)  Reports on Form 8-K

       (i)   During the quarter ended September 30, 1999, the Registrant did not
             file any reports on Form 8- K.







                                    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.

                                 REMINGTON PRODUCTS COMPANY, L.L.C.


                                 By:              /s/ Kris J. Kelley
                                 Kris J. Kelley, Vice President and Controller

Date:  November 8, 1999









                                      -14-

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<CIK>                         0001017710
<NAME>                        REMINGTON PRODUCTS COMPANY L.L.C.
<MULTIPLIER>                  1,000

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>               DEC-31-1999
<PERIOD-START>                  JAN-01-1999
<PERIOD-END>                    SEP-30-1999
<CASH>                          4,268
<SECURITIES>                    0
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           0
                     0
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