<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
FORM 10-Q
/x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER _____________
DELTA BEVERAGE GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 75-2048317
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
2221 DEMOCRAT ROAD, MEMPHIS, TENNESSEE 38132
(Address of Principal Executive Offices, including Zip Code)
(901) 344-7100
(Registrant's Telephone Number, including Area Code)
As of May 9, 1997, the issuer had outstanding: (i) 5,549.28 shares of
Series AA Preferred Stock, $5,000 stated value, (ii) 20,301.87 shares of
voting Common Stock, $.01 par value, and (iii) 32,949.93 shares of nonvoting
Common Stock.
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TABLE OF CONTENTS
Page
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PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ITEM 1 FINANCIAL STATEMENTS . . . . . . . . . . . . . . 1
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS. . . . . . . . . . . . . . . . . . 7
PART II. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . 11
<PAGE>
PART I
ITEM 1 FINANCIAL STATEMENTS
DELTA BEVERAGE GROUP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
Unaudited
(Dollars in thousands)
DECEMBER 31, MARCH 31,
1996 1997
----------- ---------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $12,171 $3,452
Receivables, net of allowance for doubtful
accounts of $500
Trade 16,657 18,253
Marketing and advertising 5,853 7,267
Other 1,842 1,680
Inventories, at cost 14,372 18,160
Bottles, cases and pallets, at deposit value 5,669 5,381
Prepaid expenses and other 827 1,498
Deferred income taxes 4,131 4,990
------- -------
Total current assets 61,522 60,681
------- -------
PROPERTY AND EQUIPMENT:
Land 4,639 4,639
Buildings and improvements 15,706 15,779
Machinery and equipment 80,527 87,680
------- -------
100,872 108,098
Less accumulated depreciation and amortization (52,648) (54,565)
------- -------
48,224 53,533
------- -------
OTHER ASSETS:
Cost of franchises in excess of net assets
acquired, net of accumulated amortization
of $47,007 and $47,919 116,336 115,424
Deferred income taxes 22,767 22,767
Deferred financing costs and other 6,478 6,226
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145,581 144,417
------- -------
$255,327 $258,631
------- -------
------- -------
The accompany notes are an integral part of these balance sheets.
1
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DELTA BEVERAGE GROUP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (CONTINUED)
Unaudited
(Dollars in thousands)
DECEMBER 31, MARCH 31,
1996 1997
----------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt and
other liabilities $529 $1,343
Accounts payable 9,038 9,486
Accrued liabilities 16,261 17,402
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Total current liabilities 25,828 28,231
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LONG-TERM DEBT AND OTHER LIABILITIES 163,747 166,526
MINORITY INTEREST 5,303 5,061
STOCKHOLDERS' EQUITY:
Preferred stock:
Series AA, $5,000 stated value, 30,000 shares
authorized, 5,467.27 and 5,549.28 shares
issues and outstanding 27,336 27,746
Common stock:
Voting, $.01 par value, 60,000 shares authorized,
20,301.87 shares issued and outstanding -- --
Nonvoting, $.01 par value, 35,000 shares authorized,
32,949.93 shares issued and outstanding -- --
Additional paid-in capital 115,765 115,765
Accumulated deficit (82,639) (84,687)
Deferred compensation (13) (11)
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60,449 58,813
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$255,327 $258,631
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------- -------
The accompanying notes are an integral part of these balance sheets.
2
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DELTA BEVERAGE GROUP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31
Unaudited
(Dollars in thousands, except per share data)
1996 1997
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OPERATIONS:
Net sales $69,205 $71,280
Cost of sales 47,894 48,278
------- -------
Gross profit 21,311 23,002
Selling, general and administrative expenses 18,741 20,326
Amortization of franchise costs and other
intangibles 905 914
------- -------
Operating income 1,665 1,762
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OTHER EXPENSES:
Interest 3,432 4,391
Other, net 9 110
------- -------
3,441 4,501
------- -------
LOSS BEFORE INCOME TAXES AND
MINORITY INTEREST (1,776) (2,740)
Income tax benefit 308 924
Minority interest, net of taxes 160 178
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NET LOSS $(1,308) $(1,638)
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EARNINGS PER COMMON SHARE $(31.81) $(38.46)
------- -------
------- -------
The accompanying notes are an integral part of these statements.
3
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DELTA BEVERAGE GROUP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31
Unaudited
(Dollars in thousands)
1996 1997
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,308) $(1,638)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 2,528 2,829
Noncash interest on long-term debt 1,074 1,312
Change in deferred income taxes (252) (859)
Minority interest, before taxes (215) (242)
Net payments under deferred compensation plans (20) (175)
Changes in current assets and liabilities:
Receivables 2,783 (2,848)
Inventories (2,530) (3,788)
Bottles, cases and pallets, at deposit value (94) 288
Prepaid expenses and other (424) (727)
Accounts payable and accrued liabilities (1,690) 513
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Net cash used in operating activities (148) (5,335)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (3,765) (7,226)
Collections on note receivable 21 --
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Net cash used in investing activities (3,744) (7,226)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving line of credit -- 4,000
Principal payments on long-term debt and other
liabilities (272) (158)
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Net cash provided by (used in) financing
activities (272) 3,842
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NET DECREASE IN CASH AND CASH EQUIVALENTS (4,164) (8,719)
CASH AND CASH EQUIVALENTS, beginning of period 7,933 12,171
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CASH AND CASH EQUIVALENTS, end of period $3,769 $3,452
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The accompany notes are an integral part of these statements.
4
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DELTA BEVERAGE GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
Unaudited
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Delta
Beverage Group, Inc. (the "Company," a Delaware corporation) and subsidiary
(collectively, the "Companies") have been prepared in accordance with
generally accepted accounting principles for interim financial information
and, in the opinion of management, include all adjustments (consisting of
normal and recurring adjustments) which are considered necessary for a fair
presentation of financial position, results of operations and cash flows as
of March 31, 1997 and for all interim periods presented. These condensed
interim financial statements do not include all of the financial information
and disclosures required by generally accepted accounting principles for
complete financial statements, and should be read in conjunction with the
Companies' audited consolidated financial statements and related notes
thereto for the year ended December 31, 1996. Also, the results of
operations for the interim periods presented may not be indicative of the
results for the entire year.
2. EARNINGS PER COMMON SHARE
In February 1997, Statement of Financial Accounting Standards No. 128,
"Earnings per Share," was issued. This statement establishes new standards
for computing and presenting earnings per common share for periods ending
after December 15, 1997, including interim periods. Specifically, it
replaces the presentation of primary earnings per common share with a
presentation of basic earnings per common share. In addition, it requires a
presentation of diluted earnings per common share which is computed similarly
to fully diluted earnings per common share, and a reconciliation of basic
earnings per common share to diluted earnings per common share. The adoption
of this statement is not expected to have any impact on the Company's
computation or presentation of earnings per common share.
Earnings per common share was computed by dividing net loss, less dividends
on preferred stock of $410,000 and $386,000 for the three months ended March
31, 1997 and 1996, respectively, by the weighted average number of shares of
common stock. The weighted average number of shares used in computing
earnings per common share was 53,251.80 as of March 31, 1997 and 1996.
3. ACQUISITIONS
In April 1996, the Company's subsidiary acquired substantially all of the
assets of Delta Distributing Company, a wholesale distributor of Miller
Brewing Company alcoholic beverages in Raceland, Louisiana. The aggregate
purchase price, consisting primarily of inventories and distribution rights,
included approximately $1,000,000 cash and an obligation pursuant to a
marketing support agreement with Miller Brewing Company's advertising agency
for the general promotion of Miller products in the greater New Orleans area.
In May 1996, the Company's subsidiary acquired for approximately $2,000,000
the franchise rights from Heineken USA to distribute Heineken beer products
in the greater New Orleans area. The marketing support obligation described
above has been capitalized and is being amortized.
The acquisitions described above were accounted for as purchases, and the
Companies' consolidated results of operations include the results of the
acquisitions since their respective purchase dates. Costs of the franchises
in excess of net assets acquired of approximately $2,980,000 are being
amortized evenly over 40 years.
In addition, in January 1996, the subsidiary acquired approximately
$1,000,000 of Heineken beer inventory for distribution in the greater New
Orleans area.
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4. LONG-TERM DEBT AND OTHER LIABILITIES
In December 1996, the Company placed $120 million of senior notes and
executed a new $30 million bank revolving line of credit. The net proceeds
of the debt offering were used primarily to retire the prior senior notes and
the amounts outstanding under the prior revolving line of credit. The
Company incurred financing fees of approximately $4,807,000 in connection
with the debt placement. These fees have been capitalized and are being
amortized over the terms of the related debt agreements. Deferred financing
costs relating to debt retired in December 1996 of approximately $2,472,000
were written off.
In a registration statement filed with the Securities and Exchange Commission
under the Securities Act of 1933 which was declared effective on February 12,
1997, the Company exchanged the $120 million of senior notes for $120 million
of new senior notes. The new senior notes retain the same interest rate,
maturity date and ranking as the original senior notes. The Company did not
receive any cash proceeds from this transaction.
6
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION AND ANALYSIS DESCRIBES CERTAIN FACTORS AFFECTING
THE RESULTS OF OPERATIONS OF DELTA BEVERAGE GROUP, INC. (THE "COMPANY") FOR
THE FISCAL QUARTER ENDED MARCH 31, 1997 AND ITS FINANCIAL CONDITION AS OF
MARCH 31, 1997. THIS DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION
WITH THE COMPANY'S SPECIAL FINANCIAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1996.
CERTAIN OF THE STATEMENTS IN THE FOLLOWING DISCUSSION AND ANALYSIS
CONSTITUTE FORWARD-LOOKING STATEMENTS WHICH ARE MADE PURSUANT TO THE SAFE
HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
FACTORS OUTSIDE THE COMPANY'S CONTROL MAY CAUSE ACTUAL RESULTS OF OPERATIONS
AND FINANCIAL CONDITION TO VARY SIGNIFICANTLY FROM THOSE EXPRESSED IN ANY
FORWARD-LOOKING STATEMENT MADE HEREIN OR IN OTHER REPRESENTATIONS MADE BY THE
COMPANY'S MANAGEMENT OR BY OTHERS ON BEHALF OF THE COMPANY. PLEASE REFER TO
THE COMPANY'S SPECIAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER
31, 1996 FOR A DESCRIPTION OF THE FACTORS KNOWN TO THE COMPANY THAT MAY CAUSE
ACTUAL RESULTS TO VARY.
RESULTS OF OPERATIONS
The Company's primary measurement of unit volume is franchise case sales
which are case-sized quantities of the various packages in which products are
produced. Franchise case sales refers to physical cases of beverages sold.
The Company also sells premix or draft products (ready-to-serve beverages
which are sold in tanks or kegs) and postmix products (fountain syrups to
which carbonated water must be added). Premix and postmix products, while
effectively containing the identical beverages as packaged product, are not
included in case sales measurements as they are not the primary focus of the
Company's selling efforts.
The Company's primary source of revenue is sales of the Company's
franchised products directly to retailers whether of package, premix or
postmix configuration. Another source of revenue is contract sales which are
sales, primarily of products in cans, to unaffiliated companies that hold
soft drink franchises. Contract sales, which historically represent less
than 10.0% of total net sales, may fluctuate from year to year, and are made
at relatively low prices and gross profit margins due to the competition for
such sales, and are not a primary focus of management in determining the
Company's business strategy.
Net sales excluding contract sales, for the three months ended March 31,
1997, increased by 3.9% to $66.0 million compared to $63.5 million for the
same period in 1996. The increase was due in part to a 2.0% increase in
franchise case sales, of which (i) 1.1% was attributable to increased sales
of the Company's beer products, primarily premium brands which were acquired
during the three months ended March 31, 1996 and (ii) 0.9% was attributable
to increased sales of the Company's soft drink products. The increase in
proportion of premium beer sales to total beer sales resulted in an increase
in average unit selling prices of approximately 4.7%. There was strong
consumer demand for the Company's soft drink products in convenience packages
which was in part the result of expanded placement of marketing equipment.
The effect of the demand for convenience packages was, however, offset by the
effect of competition on net pricing in the Company's take-home soft drink
packages. Contract net sales for the three months ended March 31, 1997
decreased 7.5% compared to the same period in 1996. As a result of the
foregoing, net sales for the three months ended March 31, 1997 increased 3.0%
to $71.3 million compared to $69.2 million for the same period in 1996.
Cost of sales for the three months ended March 31, 1997 increased to
$48.3 million compared to $47.9 million for the same period in 1996. The
increase was due primarily to the 2.0% increase in franchise case sales
(including the higher cost premium brand of beers) offset by a decrease in
the unit prices paid by the Company for certain soft drink raw materials,
primarily packaging materials and sweetener. As a percentage of net sales,
cost of sales for the three months ended March 31, 1997 decreased to 67.7%
compared to 69.2% for the same period in 1996. The improved margin
associated with the premium brands of beer and the convenience packages of
soft drinks and increased franchise case sales resulted in gross profit for
the three
7
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months ended March 31, 1997 of $23.0 million or 7.9% greater than the gross
profit of $21.3 million for the same period in 1996.
Selling, general and administrative expenses for the three months ended
March 31, 1997 increased to $20.3 million compared to $18.7 million for the
same period in 1996. Selling, general and administrative expenses are
comprised of selling, distribution and warehousing expenses ("S&D"),
advertising and marketing expenses ("A&M"), and general and administrative
expenses ("G&A"). All categories grew at a faster rate than sales. The
apparent accelerated growth rate in these expenses is generally related to
expenditures made in anticipation of higher level sales in the period of
seasonal peak. S&D grew due to expenses related to increased emphasis on
bulk delivery of product and placement of equipment dedicated to convenience
packages of soft drinks. The level of these expenditures is expected to
normalize when sales reach seasonal peaks. A&M grew due to expenses related
to in-store promotions and product identity programs and the level of
expenditure is expected to normalize when sales reach seasonal peaks. G&A
grew faster than the rate of sales due to provision for incentive
compensation plans which anticipates the attainment of a targeted level of
annual performance. The level of expenditure for the incentives in 1997 is
expected to exceed 1996 (on a full year basis) by approximately $1.5 million.
As a result of the above factors, income from operations for the three
months ended March 31, 1997 increased to $1.8 million or 2.5% of net sales,
compared to $1.7 million, or 2.4% of net sales, for the same period in 1996.
The Company's operating results are affected by seasonal demand for its
products which generally results in higher sales and operating income in the
second and third three month periods of each fiscal year.
Interest expense for the three months ended March 31, 1997 increased to
$4.4 million from $3.4 million for the same period in 1996. The increase was
due primarily to debt related to the acquisition of additional beer
territories and products in 1996 and the higher interest rates associated
with the December 1996 refinancing of the Company's senior debt. However,
the total debt service requirements on the Company have been reduced through
elimination of current principal payments.
Other expenses grew primarily due to a loss of $88,000 realized in
liquidation of excess property in the three months ended March 31, 1997.
As a result of the above factors, the Company had a loss before income
taxes and minority interest of $2.7 million for the three months ended March
31, 1997 compared to a loss of $1.8 million for the same period in 1996.
The Company's effective income tax rate differs from statutory rates due
to several factors. The most significant factors are the
non-tax-deductibility of franchise cost amortization and separate reporting
of the income tax effect of minority interest. The effective income tax rate
for the three months ended March 31, 1997 is greater than for the same period
in 1996 because these factors are less significant to the reported pre-tax
results.
As a result of the foregoing factors, the Company had a net loss of $1.6
million for the three months ended March 31, 1997 compared to a net loss of
$1.3 million for the same period in 1996. As explained above, the Company
expects operating results to improve in the balance of the year due to
seasonal increases in demand for its products.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company is highly leveraged, although there are no significant
reductions in debt scheduled before December 2003. The Company's principal
use of funds until 2003 will be the payment of interest and investment in
capital assets and strategic acquisitions. It is expected that the Company's
primary sources of funds for its future activities will be from operations.
While the Company does not currently anticipate
8
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utilizing the funds available under its Credit Agreement for other than
seasonal working capital requirements, such funds may be used to augment
operating cash flow. Pursuant to the Credit Agreement, the Company has a
borrowing capacity of up to $30.0 million, including $10.0 million available
for the issuance of letters of credit. At March 31, 1997, letters of credit
of $7.1 million had been issued and $4.0 million had been drawn for seasonal
working capital requirements. The credit facility will mature in December
2001.
The Company had cash of $3.5 million and working capital of $30.3 million
at March 31, 1997, compared to cash of $12.2 million and working capital of
$24.0 million at December 31, 1996. Working capital represents current
assets (excluding cash and cash equivalents) less current liabilities
(excluding advances under the Credit Agreement, current maturities of
long-term debt and other long-term liabilities).
The $8.7 million decrease in cash resulted from cash used in operations
of $5.3 million (of which $3.8 million was provided by net financing
activities) and cash used in investing activities activities of $7.2 million
during the three months ended March 31, 1997.
The primary use of cash for operations was the $7.4 million increase in
working capital. In the same period in 1996, working capital was increased by
$2.2 million as the Company was able to accelerate receipt of certain
reimbursements from franchisors that are classified as receivables and held
inventory build-up to a minimum. These actions were in response to an
inadequate credit line that existed before the 1996 refinancing and to
provide for payment of accrued interest that was due in the period.
The increase in working capital in 1997 reflects a resumption of typical
reimbursement and inventory patterns as the Company anticipates the prime
selling season. However, the effect of the increase was reduced by a change
in interest payment on the Company's senior debt from March to June with the
1996 refinancing.
Cash used in investing activities of $7.2 million in the three months
ended March 31, 1997 represented a $3.5 million increase over cash used in
the same period of 1996 of $3.7 million. The increase in cash used is
related to capital expenditures for marketing equipment related to
convenience packages of soft drinks. Capital expenditures of this type will
be less significant relative to operating results in the balance of fiscal
1997.
Financing activities in the three months ended March 31, 1997 provided
$3.8 million in cash which represented a $4.1 million increase in net cash
provided over the $0.3 million in net cash used in the same period of 1996.
This increase in net cash provided resulted from Credit Agreement advances of
approximately $4.0 million for the seasonal increase in working capital.
As a result of the above factors, the Company's cash position at March
31, 1997 declined $8.7 million to $3.5 million from $12.2 million at December
31, 1996. The decline was anticipated and reflects additional borrowing
through the December 1996 refinancing with the intention of financing an
increase in capital expenditures during fiscal 1997.
Management believes that the Company's production facilities will be
sufficient to meet anticipated unit growth for the next several years.
Accordingly, management anticipates that capital expenditures in respect of
such facilities will consist of expenditures to maintain operating
efficiency. Capital expenditures will be required primarily for the Company's
automobile and truck fleet, vending machines, and routine plant, bottling,
and canning equipment additions or maintenance. The Company anticipates that
capital expenditures will total approximately $10.0 million to $12.0 million
for each of the years 1997 and 1998.
Based on the Company's anticipated operating results, management believes
that the Company's future operating activities will generate sufficient cash
flows to repay borrowings under the Credit Agreement as they become due and
payable. However, based on such anticipated operating results, management
does not expect that the Company's future operating activities will generate
sufficient cash flows to repay in their entirety the Company's Senior Notes,
payable with a balance of $120.0 million at March 31, 1997, at their maturity
on
9
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December 15, 2003. While management believes that the Company will be able
to refinance the Senior Notes at or prior to their maturity, or raise
sufficient funds through equity or asset sales to repay such indebtedness, or
effect a combination of the foregoing, there can be no assurance that it will
be able to do so.
The Company has Subordinated Notes payable with a balance of $39.2
million at March 31, 1997 which mature on December 23, 2003. However the
maturity of the Subordinated Notes can be extended to December 23, 2004 and
then to December 23, 2005 if any debt incurred to refinance the 1993 Senior
Notes is then outstanding. The Subordinated Notes have an interest rate of
11.0% which can be paid under certain conditions with additional Subordinated
Notes ("PIK Notes"). Management expects those conditions will exist at least
until December 1998 and that it will make payments of such interest in PIK
Notes to conserve cash. Management does not expect that the Company's future
operating activities will generate sufficient cash flows to repay the
Subordinated Notes at their maturity. While management believes that the
Company will be able to refinance the Subordinated Notes, including any PIK
Notes, at or prior to their maturity, or raise sufficient funds through
equity or asset sales to repay such indebtedness, or effect a combination of
the foregoing, there can be no assurance that it will be able to do so.
10
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PART II
ITEM 6 EXHIBITS AND REPORTS OR FORM 8-K
(a) Exhibit 12 - Statement of Computation of Per Share Earnings
Exhibit 27 - Financial Data Schedule
(b) Not applicable
11
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on May 13, 1997.
DELTA BEVERAGE GROUP, INC.
By: /s/ John F. Bierbaum
-----------------------------------
John F. Bierbaum
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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12 Statement of Computation of Per Share Earnings
27 Financial Data Schedule
<PAGE>
EXHIBIT 12
DELTA BEVERAGE GROUP, INC. AND SUBSIDIARY
STATEMENT OF COMPUTATION OF PER SHARE EARNINGS
FOR THE YEARS ENDED MARCH 31
(Dollars in thousands, except per share data)
1996 1997
--------------------------
Net loss $ (1,308) $ (1,638)
Less preferred stock dividends (386) (410)
------------- -------------
Net loss available for common shareholders $ (1,694) $ (2,048)
------------- -------------
------------- -------------
Weighted average common shares outstanding 53,251.80 53,251.80
------------- -------------
------------- -------------
Loss per common share $ (31.81) $ (38.46)
------------- -------------
------------- -------------
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 3,452
<SECURITIES> 0
<RECEIVABLES> 27,700
<ALLOWANCES> 500
<INVENTORY> 18,160
<CURRENT-ASSETS> 60,681
<PP&E> 108,098
<DEPRECIATION> 54,565
<TOTAL-ASSETS> 258,631
<CURRENT-LIABILITIES> 28,231
<BONDS> 166,526
0
27,746
<COMMON> 0
<OTHER-SE> 31,067
<TOTAL-LIABILITY-AND-EQUITY> 258,631
<SALES> 71,280
<TOTAL-REVENUES> 71,280
<CGS> 48,278
<TOTAL-COSTS> 48,278
<OTHER-EXPENSES> 21,240
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,391
<INCOME-PRETAX> (2,740)
<INCOME-TAX> (924)
<INCOME-CONTINUING> (1,638)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,638)
<EPS-PRIMARY> (38.46)
<EPS-DILUTED> (38.46)
</TABLE>
