UNITED STATES
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, 2000.
--------------
( )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 333-38951
----------
GFSI HOLDINGS, INC.
(Exact name of registrant specified in its charter)
Delaware 74-2810744
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
9700 Commerce Parkway
Lenexa, Kansas 66219
(Address of principal executive offices)
Registrant's telephone number, including area code (913) 888-0445
--------------
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.
(1) Yes (X) No ( )
(2) Yes (X) No ( )
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common stock, $0.01 par value per share - 2,000 shares issued and outstanding as
of May 1, 2000.
<PAGE>
GFSI HOLDINGS, INC. AND SUBSIDIARY
Quarterly Report on Form 10-Q
For the Quarter Ended March 31, 2000
INDEX
Page
----
PART I - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 7
PART II - OTHER INFORMATION 11
SIGNATURE PAGE 12
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<PAGE>
<TABLE>
GFSI HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except share data)
<CAPTION>
July 2, March 31,
1999 2000
---------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash & cash equivalents $ 10,278 $ 5,437
Accounts receivable, net 28,381 30,371
Inventories, net 36,324 36,956
Prepaid expenses and other current assets 1,041 1,395
Deferred income taxes 1,790 1,790
--------- --------
Total current assets 77,814 75,949
Property, plant and equipment, net 20,245 19,410
Other assets:
Deferred financing costs, net 7,616 6,730
Other 5 5
-------- --------
Total assets $105,680 $102,094
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable $ 8,289 $ 5,355
Accrued interest expense 4,484 1,022
Accrued expenses 7,948 11,128
Income taxes payable -- 929
Current portion of long-term debt 6,550 6,972
-------- -------
Total current liabilities 27,271 25,406
Deferred income taxes 1,183 1,183
Revolving credit agreement -- --
Other long-term obligations 737 556
Long-term debt, less current portion 235,312 230,270
Redeemable preferred stock 4,545 4,802
Stockholders' equity (deficiency):
Common stock, $.01 par value 2,105 shares authorized,
2,000 shares issued at July 2, 1999 and March 31, 2000 -- --
Additional paid-in capital 200 200
Accumulated deficiency (163,567) (160,321)
Treasury stock, at cost (7.5 and 33 series A shares at July 2, 1999
and March 31, 2000, respectively) (1) (2)
-------- --------
Total stockholders' equity (deficiency) (163,368) (160,123)
-------- --------
Total liabilities and stockholders' equity (deficiency) $105,680 $102,094
======== ========
NOTE: The consolidated balance sheet at July 2, 1999 has been derived from the
audited financial statements at that date, but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
See notes to consolidated financial statements.
</TABLE>
-3-
<PAGE>
<TABLE>
GFSI HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In thousands)
<CAPTION>
Quarter Ended Nine Months Ended
------------------------ ---------------------------
April 2, March 31, April 2, March 31,
1999 2000 1999 2000
--------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales $ 44,807 $ 47,297 $ 160,229 $ 153,642
Cost of sales 26,170 28,501 93,897 92,947
-------- --------- ---------- ---------
Gross profit 18,637 18,796 66,332 60,695
Operating expenses:
Selling 6,385 6,722 18,491 18,413
General and administrative 6,936 6,009 21,481 17,966
-------- --------- ---------- ---------
13,321 12,731 39,972 36,379
-------- -------- ---------- ---------
Operating income 5,316 6,065 26,360 24,316
Other income (expense):
Interest expense (6,167) (6,227) (18,818) (18,565)
Other, net 82 (33) 141 97
-------- --------- ---------- ---------
(6,085) (6,260) (18,677) (18,468)
-------- --------- ---------- ---------
Income (loss) before income
taxes (769) (195) 7,683 5,848
Provision for income taxes
(income tax benefit) (263) (76) 3,129 2,285
-------- --------- --------- ---------
Net income (loss) (506) (119) 4,554 3,563
Preferred stock dividends (107) (105) (319) (317)
-------- --------- --------- ---------
Net income (loss) attributable
to common shareholders $ (613) $ (224) $ 4,235 $ 3,246
======== ========= ========= =========
See notes to consolidated financial statements.
</TABLE>
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<PAGE>
<TABLE>
GFSI HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
<CAPTION>
Nine Months Ended
---------------------------
April 2, March 31,
1999 2000
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 4,554 $ 3,563
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 2,272 2,401
Amortization of deferred financing costs 886 886
Loss on sale or disposal of property, plant and equipment 71 64
Deferred income taxes (112) --
Amortization of discount on long-term debt 4,724 5,259
Changes in operating assets and liabilities:
Accounts receivable, net (1,583) (1,990)
Inventories, net 10,463 (632)
Prepaid expenses, other current assets and other assets 544 (354)
Income taxes payable 92 929
Accounts payable, accrued expenses and other
long-term obligations (2,994) (3,396)
---------- ---------
Net cash provided by operating activities 18,917 6,730
---------- ---------
Cash flows from investing activities
Proceeds from sales of property, plant and equipment 183 52
Purchases of property, plant and equipment (1,337) (1,516)
---------- ---------
Net cash used in investing activities (1,154) (1,464)
---------- ---------
Cash flows from financing activities:
Net changes to short-term borrowings and revolving credit agreement (5,600) --
Redemption of redeemable preferred stock -- (60)
Treasury stock purchase -- (2)
Payments on long-term debt and capital lease obligations (3,488) (10,045)
---------- ---------
Net cash used in financing activities (9,088) (10,107)
---------- ---------
Net increase (decrease) in cash and cash equivalents 8,675 (4,841)
Cash and cash equivalents at beginning of period 1,361 10,278
---------- ---------
Cash and cash equivalents at end of period $ 10,036 $ 5,437
========== =========
Supplemental cash flow information:
Interest paid $ 16,213 $ 15,375
========== =========
Income taxes paid $ 2,823 $ 877
========== =========
Non-cash financing activities:
Equipment purchased under capital lease $ - $ 166
========== =========
Supplemental schedule of non-cash financing activities:
Accrual of preferred stock dividends $ 319 $ 317
========== =========
See notes to consolidated financial statements.
</TABLE>
-5-
<PAGE>
GFSI HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 2000
1. Basis of Presentation
The accompanying unaudited consolidated financial statements of GFSI
Holdings, Inc. ("Holdings" or the "Company") include the accounts of the Company
and the accounts of its wholly owned subsidiary, GFSI, Inc. ("GFSI"). All
intercompany balances and transactions have been eliminated. The unaudited
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X promulgated by the Securities and Exchange Commission.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for annual financial statement
reporting purposes. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation of the
financial position and operations of the Company have been included. Operating
results for the interim periods are not necessarily indicative of the results
that may be expected for the entire fiscal year. For further information, refer
to the financial statements and footnotes thereto for the year ended July 2,
1999 included in the Company's Annual Report on Form 10-K.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
2. Reclassifications
Certain reclassifications have been made to the fiscal year 1999 statements
of income amounts to conform to the fiscal year 2000 presentation.
3. Commitments and Contingencies
The Company, in the normal course of business, may be threatened with or
named as a defendant in various lawsuits. It is not possible to determine the
ultimate disposition of these matters, however, management is of the opinion
that there are no known claims or known contingent claims that are likely to
have a material adverse effect on the results of operations, financial
condition, or cash flows of the Company.
4. New Accounting Standard
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities" was issued in June 1998. This
statement establishes accounting and reporting standards for derivative
instruments and for hedging activities. It requires an entity to recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. This statement, as amended
by SFAS No. 137, is effective for all quarters of fiscal years beginning after
June 15, 2000. The Company is in the process of determining what impact the
adoption of SFAS No. 133 will have on its financial position and results of
operations.
-6-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The discussions set forth in this Form 10-Q should be read in
conjunction with the financial information included herein and the Company's
Annual Report on Form 10-K for the year ended July 2, 1999. Management's
discussion and analysis of financial condition and results of operations and
other sections of this report contain forward-looking statements relating to
future results of the Company. Such forward- looking statements are identified
by use of forward-looking words such as "anticipates", "believes", "plans",
"estimates", "expects", and "intends" or words or phrases of similar expression.
These forward-looking statements are subject to various assumptions, risks and
uncertainties, including but not limited to, changes in political and economic
conditions, demand for the Company's products, acceptance of new products,
developments affecting the Company's products and to those discussed in the
Company's filings with the Securities and Exchange Commission. Accordingly,
actual results could differ materially from those contemplated by the
forward-looking statements.
The following sets forth the amount and percentage of net sales for
each of the periods indicated (dollars in thousands):
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
-------------------------------------------- ----------------------------------------------
April 2, 1999 March 31, 2000 April 2, 1999 March 31, 2000
------------------- ------------------- ------------------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Resort $ 12,629 28.2% $ 13,136 27.8% $ 45,161 28.2% $ 45,167 29.4%
Corporate 16,487 36.8% 16,420 34.7% 57,690 36.0% 49,679 32.3%
College Bookstore 6,891 15.4% 8,122 17.2% 35,001 21.9% 35,481 23.1%
Sports Specialty 2,895 6.5% 3,391 7.2% 9,724 6.0% 9,726 6.3%
Event 1 4,718 10.6% 4,492 9.5% 8,251 5.2% 8,307 5.4%
Other 1,187 2.5% 1,736 3.6% 4,402 2.7% 5,282 3.5%
-------- -------- -------- --------
Total $ 44,807 $ 47,297 $160,229 $153,642
======== ======== ======== ========
</TABLE>
Results of Operations
- ---------------------
The following table sets forth certain historical financial information
of the Company, expressed as a percentage of net sales, for the quarters and
nine month periods ended April 2, 1999 and March 31, 2000.
Quarter Ended Nine Months Ended
------------------------ ----------------------
April 2, March 31, April 2, March 31,
1999 2000 1999 2000
------- -------- ------ ---------
Net sales 100.0% 100.0% 100.0% 100.0%
Gross profit 41.6 39.7 41.4 39.5
EBITDA 13.6 14.5 17.9 17.4
Operating income 11.9 12.8 16.5 15.8
-7-
<PAGE>
EBITDA represents operating income plus depreciation and amortization.
While EBITDA should not be construed as a substitute for operating income or a
better indicator of liquidity than cash flow from operating activities, which
are determined in accordance with accounting principles generally accepted in
the United States of America, it is included herein to provide additional
information with respect to the ability of the Company to meet its future debt
service, capital expenditure and working capital requirements. In addition, the
Company believes that certain investors find EBITDA to be a useful tool for
measuring the ability of the Company to service its debt. EBITDA is not
necessarily a measure of the Company's ability to fund its cash needs. See the
Consolidated Statements of Cash Flows of the Company herein for further
information.
Comparison of Operating Results for the Quarters and Nine Month
Periods Ended March 31, 2000 and April 2, 1999.
- ---------------------------------------------------------------
Net Sales. Net sales for the third quarter of fiscal 2000, the three
months ended March 31, 2000, increased 5.6% to $47.3 million from $44.8 million
in the third quarter of fiscal 1999. Net sales for the first nine months of
fiscal 2000 decreased 4.1% to $153.6 million from $160.2 million in the first
nine months of fiscal 1999. The increase in net sales for the third quarter of
fiscal 2000 is due to increases in the Company's Resort, College Bookstore,
Sports Speciality and Other divisions of 4.0%, 17.9%, 17.1% and 46.3%,
respectively, partially offset by small decreases in sales at in the Company's
Corporate Division and Event 1 subsidiary of 0.4% and 4.8%, respectively. The
decrease in net sales for the nine month period is due to a decrease in net
sales for the nine months ended March 31, 2000 at the Company's Corporate
division of 13.9% partially offset by small increases in the other divisions.
The decline was attributable to increased competition and difficulties
attributable to the installation of the Company's Enterprise Resource Planning
System. The Corporate division has also experienced a shift in the buying
patterns of its customers from outerwear to other products, and had some
vacancies in its sales representative force during the first half of fiscal
2000.
Gross Profit. Gross profit for the third quarter of fiscal 2000
increased 0.9% to $18.8 million from $18.6 million in the third quarter of
fiscal 1999. Gross profit for the first nine months of fiscal 2000 decreased
8.5% to $60.7 million from $66.3 million in the first nine months of fiscal
1999. The decrease in gross profit is primarily a result of the decline in net
sales noted above and increases in production costs as a percent of sales due to
product mix changes from higher priced seasonal outerwear to lower priced
products. For the third quarter of fiscal 2000, gross profit as a percentage of
net sales decreased to 39.7% compared to 41.6% in the third quarter of fiscal
1999. For the first nine months of fiscal 2000, gross profit as a percentage of
net sales decreased to 39.5% compared to 41.4% in the first nine months of
fiscal 1999.
Operating Expenses. Operating expenses for the third quarter of fiscal
2000 decreased 4.2% to $12.7 million from $13.3 million in the third quarter of
fiscal 1999. For the first nine months of fiscal 2000, operating expenses
decreased 8.9% to $36.4 million from $39.9 million in the first nine months of
fiscal 1999. The decrease in operating expenses is primarily related to costs
incurred in the first half of fiscal 1999 associated with the Company's
Enterprise Resource Planning System installation that was completed in the
fourth quarter of 1999 and to management cost control efforts. Operating
expenses as a percentage of net sales decreased to 26.9% from 29.7% in the prior
year third quarter. For the first nine months of fiscal 2000, operating expenses
as a percentage of net sales decreased to 23.7% from 24.9% in the prior year
period.
EBITDA. EBITDA for the third quarter of fiscal 2000 increased 12.5% to
$6.9 million from $6.1 million in the third quarter of fiscal 1999. For the
first nine months of fiscal 2000, EBITDA decreased 6.8% to $26.7 million from
$28.7 million in the first nine months of fiscal 1999. The increase in EBITDA
for the third quarter is due to the net sales increase and operating expense
decrease discussed above. The decrease in EBITDA for the nine month period is
primarily a result of the decrease in net sales and related gross profit
described above. EBITDA as a percentage of net sales increased to 14.5% from
13.6% in the third quarter of fiscal 1999. For the first nine months of fiscal
2000, EBITDA as a percentage of sales decreased to 17.4% from 17.9% in the first
nine months of fiscal 1999.
-8-
<PAGE>
Operating Income. Operating income for the third quarter of fiscal 2000
increased 13.6% to $6.1 million from $5.3 million in the third quarter of fiscal
1999. For the first nine months of fiscal 2000, operating income decreased 7.8%
to $24.3 million from $26.4 million in the first nine months of fiscal 1999. The
increase in operating income for the third quarter is due to the net sales
increase and operating expense decrease discussed above. The decrease in
operating income for the nine month period is attributable to the decrease in
net sales and related gross profit described above. Operating income as a
percentage of net sales increased for the third quarter of fiscal 2000 to 12.8%
from 11.9% in fiscal 1999, and decreased to 15.8% for the first nine months of
fiscal 2000 from 16.5% in the first nine months of fiscal 1999.
Other Income (Expense). Other expense for the third quarter of fiscal
2000 increased to $6.3 million from $6.1 million in the third quarter of fiscal
1999. For the first nine months of fiscal 2000, other expense decreased to $18.5
million from $18.7 million in the first nine months of fiscal 1999. The decrease
for the periods is primarily a result of decreased interest expenses associated
with borrowings under the Company's $115 million Credit Agreement due to
declining balances on the Company's long-term debt partially offset by
increasing quarterly expense on the Discount Notes (as defined below).
Income Taxes. The effective income tax rates for the nine months ended
March 31, 2000 and April 2, 1999 were 39.1% and 40.7%, respectively.
Net Income. Net loss for the third quarter of fiscal 2000 was $119,000
compared to net loss of $506,000 in the third quarter of fiscal 1999. For the
first nine months of fiscal 2000, net income was $3.6 million compared to $4.6
million in the first nine months of fiscal 1999.
Liquidity and Capital Resources
- -------------------------------
Cash provided by operating activities for the first nine months of
fiscal 2000 was $6.7 million compared to $18.9 million in the first nine months
of fiscal 1999. The change in cash used in operating activities between the two
periods was primarily attributable to increased use of cash to fund changes in
accounts receivable and inventory balances and decreased net income during the
first nine months of 2000 compared to the first nine months of 1999.
Cash used by investing activities in the first nine months of fiscal
2000 was $1.5 million compared to $1.2 million in the first nine months of 1999.
The cash used in both periods was related to acquisitions of property, plant and
equipment.
Cash used in financing activities for the first nine months of fiscal
2000 was $10.1 million compared to $9.1 million in the first nine months of
fiscal 1999. In November 1999, the Company made a $3.3 million term debt
prepayment due to fiscal 1999 Excess Cash Flows, as defined in the Credit
Agreement. On March 31, 2000 the Company made an additional term debt prepayment
of $2 million. In the first six months of fiscal 1999, the Company repaid $5.6
million of revolving loan balances. The Company continues to review
opportunities to prepay portions of its outstanding debt utilizing available
cash.
The Company believes that cash flow from operating activities and
borrowings under the Credit Agreement will be adequate to meet the Company's
short-term and long-term liquidity requirements prior to the maturity of its
credit facilities in 2007, although no assurance can be given in this regard.
Under the Credit Agreement, the revolving loan facility provides $50 million of
revolving credit availability (of which approximately $22.1 million was utilized
for outstanding commercial and stand-by letters of credit as of March 31, 2000).
The Company is dependent upon the cash flows of GFSI to provide funds
to pay certain ordinary course expenses incurred on behalf of the Company and to
service the indebtedness represented by the $50.0 million of 11.375% Series B
Senior Discount Notes due 2009 (the "Discount Notes"). The Discount Notes will
accrete at a rate of 11.375%, compounded semi-annually to an aggregate principal
amount of $108.5 million at September 15, 2004. Thereafter, the Discount Notes
will accrue interest at the rate of 11.375% per annum, payable semi-annually, in
cash on March 15 and September 15 of each year, commencing on March 15, 2005.
The Company will be dependent on GFSI to provide funds to service the
indebtedness. Additionally, the remaining cumulative preferred stock of the
Company (the "Preferred Stock') will accrue dividends totaling approximately
$425,000 annually. The Preferred Stock may be redeemed at stated value
(approximately $3.6 million) plus accrued dividends with mandatory redemption in
2009.
-9-
<PAGE>
Derivative and Market Risk Disclosure
- -------------------------------------
The Company's market risk exposure is primarily due to possible
fluctuations in interest rates. Derivative financial instruments, including an
interest rate swap agreement are used by the Company to manage its exposure on
variable rate debt obligations. The Company enters into such agreements for
hedging purposes and not with a view toward speculating in the underlying
instruments. The Company uses a balanced mix of debt maturities along with both
fixed rate and variable rate debt to manage its exposure to interest rate
changes. The fixed rate portion of the Company's long-term debt does not bear
significant interest rate risk. The variable rate debt would be affected by
interest rate changes to the extent the debt is not matched with an interest
rate swap or cap agreement or to the extent, in the case of the revolving credit
agreement, that balances are outstanding. An immediate 10 percent change in
interest rates would not have a material effect on the Company's results of
operations over the next fiscal year, although there can be no assurances that
interest rates will not significantly change.
Seasonality and Inflation
- -------------------------
The Company experiences seasonal fluctuations in its sales and
profitability, with generally higher sales and gross profit in the first and
second quarters of its fiscal year. The seasonality of sales and profitability
is primarily due to higher volume at the College Bookstore division during the
first two fiscal quarters. This pattern of sales affects working capital
requirements and liquidity, as the Company generally must finance higher levels
of inventory during these periods prior to fully receiving payment from these
customers. Sales and profitability at the Company's Resort, Corporate and Sports
Specialty divisions typically show no significant seasonal variations. As the
Company continues to expand into other markets in its Resorts, Corporate and
Sports Specialty divisions, seasonal fluctuations in sales and profitability are
expected to decline. Cash requirements of Event 1 are anticipated to be
seasonal, with increasing sales and profitability in the third and fourth
quarters of fiscal years.
The impact of inflation on the Company's operations has not been
significant to date. However, there can be no assurance that a high rate of
inflation in the future would not have an adverse effect on the Company's
operating results.
-10-
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There has been no change to matters discussed in Business-Legal Proceedings in
the Company's Annual Report on Form 10-K as filed with the Securities and
Exchange Commission on September 30, 1999.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The following exhibits are included with this report:
Exhibit 27 - Financial Data Schedule (SEC Use Only)
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the
reporting period.
-11-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GFSI HOLDINGS, INC.
May 12, 2000
/s/ ROBERT G. SHAW
---------------------------------------
Robert G. Shaw, Sr. Vice President of Finance and
Principal Accounting Officer
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001036180
<NAME> GFSI HOLDINGS, INC.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-03-1999
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 5,437
<SECURITIES> 0
<RECEIVABLES> 30,371
<ALLOWANCES> 0
<INVENTORY> 36,956
<CURRENT-ASSETS> 75,949
<PP&E> 40,067
<DEPRECIATION> 20,657
<TOTAL-ASSETS> 102,094
<CURRENT-LIABILITIES> 25,406
<BONDS> 237,242
4,802
0
<COMMON> 0
<OTHER-SE> (160,123)
<TOTAL-LIABILITY-AND-EQUITY> 102,094
<SALES> 153,642
<TOTAL-REVENUES> 153,642
<CGS> 92,947
<TOTAL-COSTS> 129,326
<OTHER-EXPENSES> (97)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,565
<INCOME-PRETAX> 5,848
<INCOME-TAX> 2,285
<INCOME-CONTINUING> 3,563
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,563
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
