================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. For the quarterly period ended July 4, 1998
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934. For the transition period from______ to
-------
Commission file number: 333-39813
B&G Foods, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3916496
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
426 Eagle Rock Avenue
Roseland, New Jersey 07068
(Address of principal executive offices)
(973) 228-2500
(Registrant's telephone number, including area code)
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 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 __
As of August __, 1998, there was 1 share of the registrant's common stock,
$.01 par value, outstanding, all of which were owned by an affiliate of the
registrant.
================================================================================
1
<PAGE>
B&G Foods, Inc. and Subsidiaries
Index
Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Operations 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 10
Item 3. Quantitative and Qualitative Disclosure about Market Risk 13
Item 4. Year 2000 Issue 13
Part II. Other Information
Item 1. Legal Proceedings 13
Item 2. Change in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
(a) Exhibits
(b) Reports on Form 8-K
Signature 15
2
<PAGE>
Part I FINANCIAL INFORMATION
Item 1. Financial Statements
B&G Foods, Inc. and Subsidiaries
Consolidated Balance Sheets
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Assets July 4, 1998 January 3, 1998
------ ------------ ---------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $4,431 $691
Trade accounts receivable, net 12,404 13,074
Inventories 24,463 31,467
Prepaid expenses and other current assets 1,628 1,792
Deferred income taxes 2,819 2,819
----------- ---------
Total current assets 45,745 49,843
Property, plant and equipment, net 23,429 23,619
Intangible assets, net 99,338 100,831
Other assets 5,537 5,742
----------- ---------
TOTAL ASSETS $174,049 $180,035
=========== =========
Liabilities and Stockholder's Equity
Current liabilities:
Current Installments of long-term debt $341 $293
Trade accounts payable 11,095 15,752
Accrued expenses 9,898 11,990
Due to related parties 1,166 197
----------- ---------
Total current liabilities 22,500 28,232
Long-term debt 120,258 121,083
Deferred income taxes 12,235 12,033
Other liabilities 0 59
----------- ---------
Total liabilities 154,993 161,407
Stockholder's equity:
Common stock, $.01 par value per share, Authorized
1,000 shares; issued and outstanding 1 share in
1998 and 1997 0 0
Additional paid-in capital 20,231 20,000
Accumulated deficit (1,175) (1,372)
----------- ---------
Total stockholder's equity 19,056 18,628
----------- ---------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $174,049 $180,035
=========== =========
See notes to consolidated financial statements.
</TABLE>
3
<PAGE>
B&G Foods, Inc. and Subsidiaries
Consolidated Statements of Operations
(dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty-six Weeks Ended
July 4, 1998 June 28, 1997 July 4, 1998 June 28, 1997
------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Net sales $42,633 $38,040 $81,031 $68,403
Cost of goods sold 25,998 25,923 49,471 47,625
--------- --------- -------- --------
Gross profit 16,635 12,117 31,560 20,778
Sales, marketing, and distribution expenses 11,228 8,648 21,968 15,232
General and administrative expenses 1,310 1,044 2,667 1,902
Management fee-related parties 63 62 125 125
--------- --------- -------- --------
Operating income 4,034 2,363 6,800 3,519
Other expense:
Interest expense - related parties 16 763 31 781
Interest expense 3,163 936 6,383 2,452
--------- --------- -------- --------
Income before income tax expense 855 664 386 286
Income tax expense 422 353 189 279
--------- --------- -------- --------
Net income $433 $311 $197 $7
========= ========= ======== ========
See notes to consolidated financial statements.
</TABLE>
4
<PAGE>
B&G Foods, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Twenty-six Weeks Ended
July 4, 1998 June 28, 1997
------------ -------------
<S> <C> <C>
Net cash provided by operating activities $5,211 $4,513
Cash flows from investing activities:
Paid for the Nabisco Brands 0 (50,557)
Paid to former parent 0 (4,009)
Capital expenditures (1,750) (2,197)
Proceeds from sales of property, plant and equipment 346 162
Net cash used in investing activities (1,404) (56,601)
Cash flows from financing activities:
Payments of long-term debt (171) (6,196)
Proceeds from issuance of long-term debt 0 59,163
Proceeds from issuance of equity 231 500
Deferred debt issuance costs (127) (1,288)
Net cash (used in) provided by financing activities (67) 52,179
Increase in cash and cash equivalents 3,740 91
Cash and cash equivalent sat beginning of period 691 291
Cash and cash equivalents at end of period $4,431 $382
See notes to consolidated financial statements.
</TABLE>
5
<PAGE>
B&G Foods, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)
(1) Basis of Presentation
The accompanying consolidated financial statements of B&G Foods, Inc.
and subsidiaries (the "Company") contain all adjustments (consisting
only of normal recurring adjustments) necessary to present fairly the
Company's financial position as of July 4, 1998 and the results of its
operations and its cash flows for the 13 and 26 week periods ended July
4, 1998 and June 28, 1997.
The results of operations for the 13 and 26 week periods are not
necessarily indicative of the results to be expected for the full year.
The accompanying consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes
thereto for 1997 included in the Company's Form 8-K filed with the
Securities and Exchange Commission on May 19, 1998.
(2) Nature of Operations and Business Acquisitions
Nature of Operations
The Company is a manufacturer, marketer and distributor of branded
pickles, peppers, bagel chips, hot sauces and other specialty food
products to retailers and food service establishments. The Company
distributes these products to retailers in the greater New York
metropolitan area through a direct-store-door sales and distribution
system and elsewhere in the United States through a nationwide network
of independent brokers and distributors.
Organization, Acquisition and Financing
B&G Foods, Inc. was incorporated on November 13, 1996 to acquire (the
Acquisition) BGH Holdings, Inc., the holding company of Bloch &
Guggenheimer, Inc. and related companies, and BRH Holdings, Inc., the
holding company of Burns & Ricker, Inc., subsidiaries of Specialty
Foods Corporation (SFC). The Acquisition was structured as a stock
purchase with an aggregate purchase price of approximately $70,000,
including transaction costs, and was consummated on December 27, 1996.
As part of the Acquisition, SFC guaranteed the Company's trade
receivables at December 27, 1996. On December 27, 1996, the Company
issued one share of common stock to, and became a wholly-owned
subsidiary of B&G Foods Holding Corp., which in turn is majority owned
by Bruckmann, Rosser, Sherrill and Co., L.P. (BRS), a private equity
investment firm, and minority owned by management and certain other
investors.
In addition to initial equity of $12,500, the financing of the
Acquisition was provided through a $50,000 Senior Secured Credit
Facility which consisted of a Revolving Credit Facility of $23,500 and
Term Loan Facilities A and B of $14,500 and $12,000, respectively.
Additionally, the
6
<PAGE>
Company issued $13,000 of 12% Senior Subordinated Notes due 2004 to BRS
and other certain investors (the BRS Note).
On June 17, 1997, the Company acquired certain assets from Nabisco,
Inc. (the Acquired Brands) for a purchase price of approximately
$50,557, including transaction costs. Financing for this acquisition
and certain related transaction fees and expenses was provided by
$35,000 of new borrowings on an amended and restated Senior Secured
Credit Facility, and $17,000 of the proceeds from the issuance of
$23,000 of 12% Senior Subordinated Notes due December 16, 1997 (the
Interim Notes), with $6,000 used to repay a portion of the BRS Note.
On August 15, 1997, the Company acquired all of the outstanding capital
stock of JEM Brands, Inc. (the JEM Acquisition), a manufacturer of
peppers and branded hot sauces, for approximately $12,462, including
transaction costs. Financing for this acquisition and certain related
transaction fees and expenses was provided by the proceeds from the
issuance on August 11, 1997 of $120,000, 9.625% Senior Subordinated
Notes due August 1, 2007.
The above acquisitions have been accounted for using the purchase
method and, accordingly, the excess of the purchase price over the fair
value of identifiable net assets acquired, representing goodwill, is
included in intangible assets.
Pro Forma Summary of Operations
The following unaudited pro forma summary of operations for the periods
set forth below presents the results of operations of the Company as if
the acquisition of the Acquired Brands and the JEM Acquisition had
occurred at the beginning of the period presented. In addition to
including the results of operations of the aforementioned entities, the
pro forma information gives effect primarily to interest on additional
borrowings and changes in depreciation and amortization of intangible
assets.
Twenty-six Weeks Ended
June 28, 1997
-------------
Net sales $86,661
Net loss (342)
The pro forma information presented above does not purport to be
indicative of the results that actually would have been attained if
aforementioned transactions, and related financings had occurred at the
beginning of the periods presented and is not intended to be a
projection of future results.
Subsequent Acquisition
On July 2, 1998, BGH Holdings, Inc. (the Buyer) a subsidiary of B&G
Foods, Inc., entered into a Stock Purchase Agreement by and among
Buyer, Maple Grove Farms of Vermont, Inc., Up Country Naturals of
Vermont, Inc. and Les Produits Alimentaires Jacques et Fils, Inc.
(collectively the Acquired Companies) and William F. Callahan and Ruth
M. Callahan (collectively, the Sellers), pursuant to which Buyer would
acquire all of the issued and outstanding capital stock of the Acquired
Companies for aggregate consideration of $15,170, consisting of $14,170
in cash and $1,000 of capital stock of B&G Foods Holdings, Inc.
7
<PAGE>
(Holdings, the Company's parent) consisting of 1,000 shares of Common
Stock having an aggregate value of $10 and 990 shares of 13% Series A
Cumulative Preferred Stock having an aggregate liquidation preference
of $990, plus the assumption of $17,300 of debt. The closing under the
Stock Purchase Agreement occurred on July 17, 1998. The Stock Purchase
Agreement provides for a post-closing adjustment to be paid by either
Buyer or Sellers under certain circumstances. Financing for this
acquisition and certain related transaction fees and expenses was
provided by borrowings from the Company's $50 million Credit Facility
(the Credit Facility).
As a result of the acquisition of the Acquired Companies, a consent,
waiver and first amendment of the Credit Facility was entered into,
which included among other things, a change in certain financial
covenants and a consent by the lender regarding the purchase of the
Acquired Companies.
(3) Inventories
Inventories are stated at the lower of cost (determined by the
first-in, first-out and average cost methods) or market.
Inventories consist of the following:
<TABLE>
<CAPTION>
July 4, 1998 January 3, 1998
------------ ---------------
<S> <C> <C>
Raw materials and packaging $ 3,536 $ 6,146
Work in progress 1,745 1,924
Finished goods 19,182 23,397
$ 24,463 $ 31,467
</TABLE>
(4) Debt
On August 11, 1997, the Company issued $120,000 of 9.625% Senior
Subordinated Notes (the Notes) due August 1, 2007 with interest payable
semiannually on February 1 and August 1 of each year, commencing
February 1, 1998. The proceeds of the Notes were used to repay the
outstanding balances together with accrued and unpaid interest with
respect to the Credit Facility and the Interim Notes, to finance the
acquisition of JEM and to pay certain related fees and expenses and for
general corporate purposes.
As part of the registration rights agreement dated August 11, 1997
entered into with the initial purchasers of the Notes, the Company
agreed to offer to exchange an aggregate principal amount of up to
$120,000 of its 9.625% Senior Subordinated Notes due 2007 (the New
Notes) for a like principal amount of its Notes outstanding (the
Exchange Offer).
The terms of the New Notes are identical in all material respects to
those of the Notes (including principal amount, interest rate, maturity
and guarantees), except for certain transfer restrictions and
registration rights relating to the Notes. The Exchange Offer was
completed on February 6, 1998.
8
<PAGE>
(5) Commitment and Contingencies
The Company produces fruit spreads under an Amended and Restated Jams
Manufacturing Agreement dated March 3, 1997 and wet spices under a
Sales and Distribution Agreement dated March 19, 1993 with
International Home Foods, Inc. (IHF) which expires in March 1999 and
March 1998, respectively. Additionally, the Company distributes certain
IHF products under a Spice Supply Agreement dated March 19, 1993, which
expired on March 31, 1998. Sales under these contracts during the 26
week periods ended July 4, 1998 and June 28, 1997 were $19,427 and
$25,854, respectively. Sales under these contracts during the 13 week
periods ended July 4, 1998 and June 28, 1997 were $9,719 and $13,581,
respectively. Receivables due from IHF included in trade accounts
receivable at July 4, 1998 and January 3, 1998 were $1,736 and $1,820,
respectively.
By letter dated February 18, 1998, the Company received notice from IHF
that (a) IHF would not renew the Amended and Restated Jams
Manufacturing Agreement dated March 3, 1997 after its expiration on
March 31, 1999, and (b) IHF was terminating, effective March 31, 1999,
the Sales and Distribution Agreement dated March 19, 1993. With respect
to the Spice Supply Agreement, which expired on March 31, 1998, the
Company renewed the agreement on May 18, 1998 without a specific term,
terminable by either party upon 90 days written notice.
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
13 Week period ended July 4, 1998 compared to 13 Week period ended
June 28, 1997.
Net Sales. Net sales increased by $4.6 million or 12.2%, to $42.7
million for the 13-week period ended July 4, 1998 (the "1998 Period") from
$38.0 million for the 13-week period ended June 28, 1997 (the "1997
Period"). The net sales increase included $8.9 million of sales from the
Acquired Brands, a 0.2% increase over sales from the predecessors' 1997
Period. Sales of B&G pickle and pepper products increased $0.9 million or
5.2% from the 1997 Period largely reflecting increased sales of food
service products. These sales increases were partially offset by a decrease
of $3.8 million or 29.4%, in sales of co-packed Polaner products to IHF and
sales of Polaner products distributed by the Company in the northeastern
U.S., and a decrease in sales of $1.3 million or 17.5% of Burns & Ricker
Snack Food products.
Gross Profit. Gross profit increased by $4.5 million, or 37.3%, to
$16.6 million for the 1998 Period from $12.1 million in the 1997 Period.
Gross profit expressed as a percentage of net sales increased to 39.0% in
the 1998 Period from 31.9% in the 1997 Period due to a favorable shift in
the sales mix to higher gross profit margin B&G Pickle and Pepper product
sales and Acquired Brands sales from lower gross profit margin Polaner
co-packing sales.
Sales, Marketing and Distribution Expenses. Sales, marketing and
distribution expenses increased $2.6 million, or 29.8%, to $11.2 million
for the 1998 Period from $8.6 million in the 1997 Period. Such expenses as
a percentage of net sales increased to 26.3% in the 1998 Period from 22.7%
in the 1997 Period due primarily to the addition of the Acquired Brands.
The Acquired Brands accounted for $2.5 million of the increase.
General and Administrative Expenses. General and administrative
expenses (including amortization of intangibles and management fees)
increased by $0.3 million, or 24.1%, primarily due to amortization of
intangibles of $0.3 million associated with acquisitions in 1997.
Operating Income. As a result of the foregoing, operating income
increased by $1.7 million, or 70.7%, to $4.0 million for the 1998 Period
from $2.3 million for the 1997 Period. Operating income expressed as a
percentage of net sales increased to 9.5% in the 1998 Period from 6.2% in
the 1997 Period.
Interest Expense. Interest expense increased $1.5 million to $3.2
million for the 1998 Period from $1.7 million in the 1997 Period as a
result of the additional debt incurred by the Company to fund the
acquisitions of the Acquired Brands.
10
<PAGE>
26 Week period ended July 4, 1998 compared to the 26 Week period
ended June 28, 1997.
Net Sales. Net sales increased by $12.6 million or 18.5%, to $81.0
million for the 26 week period ended July 4, 1998 (the "1998 Period") from
$68.4 million for the 26 week period ended June 28, 1997 (the "1997
Period"). The net sales increase included $19.2 million for the Acquired
Brands, a 4.5% increase over sales from the predecessors' 1997 Period.
Sales of B&G pickle and pepper products increased $1.2 million or 4.5% from
the 1997 Period largely reflecting increased sales of food service
products. These sales increases were partially offset by a decrease of $6.4
million or 24.9%, in sales of co-packed Polaner products to IHF and sales
of Polaner products distributed by the Company in the northeastern U.S.,
and a decrease in sales of $1.4 million or 10.0% of Burns & Ricker Snack
Food products.
Gross Profit. Gross profit increased by $10.8 million, or 51.9%, to
$31.6 million for the 1998 Period from $20.8 million in the 1997 Period.
Gross profit expressed as a percentage of net sales increased to 38.9% in
the 1998 Period from 30.4% in the 1997 Period due to a favorable shift in
the sales mix to higher gross profit margin B&G Pickle and Pepper product
sales and Acquired Brands sales from lower gross profit margin Polaner
co-packing sales.
Sales, Marketing and Distribution Expenses. Sales, marketing and
distribution expenses increased $6.7 million, or 44.2%, to $21.9 million
for the 1998 Period from $15.2 million for the 1997 Period. Such expenses
as a percentage of net sales increased to 27.1% in the 1998 Period from
22.3% in the 1997 Period due primarily to the addition of the Acquired
Brands. The Acquired Brands accounted for $6.4 million of the increase.
General and Administrative Expenses. General and administrative
expenses (including amortization of intangibles and management fees)
increased by $0.8 million, or 37.7%, primarily due to increased
amortization of intangibles of $0.6 million associated with acquisitions in
1997. The remaining $0.2 million increase represents incremental expenses
needed in managing the Acquired Brands.
Operating Income. As a result of the foregoing, operating income
increased by $3.3 million, or 93.2%, to $6.8 million for the 1998 Period
from $3.5 million for the 1997 Period. Operating income expressed as a
percentage of net sales increased to 8.4% in the 1998 Period from 5.1% in
the 1997 Period.
Interest Expense. Interest expense increased $3.2 million to $6.4
million for the 1998 Period from $3.2 million in the 1997 Period as a
result of the additional debt incurred by the Company to fund the
acquisitions of the Acquired Brands.
12
<PAGE>
Liquidity and Capital Resources
Cash provided by operations increased by $0.7 million or 15.5% to $5.2
million for the 1998 Period from $4.5 million in the 1997 Period. Working
capital at July 4, 1998 was $23.2 million, an increase of $1.6 million over
working capital at January 3, 1998 of $21.6 million. This increase is
primarily a result of decreases in accounts payable and accrued expenses
which were partially offset by decreases in accounts receivable and
inventories.
Net cash used in investing activities for the 1998 Period was $1.4 million
as compared to $56.6 million for the 1997 Period. The change primarily
related to a final $4.0 million payment to SFC for the Acquisition and the
purchase of the Acquired Brands of $50.6 million. Capital expenditures
during the 1998 Period included purchases of manufacturing and computer
equipment.
Net cash used in financing activities for the 1998 Period was $0.1 million
as compared to net cash provided by financing activities for the 1997
Period of $52.2 million. The change primarily related to proceeds from the
issuance of long-term debt to finance the acquisition of the Acquired
Brands.
The Company's primary source of capital are cash flows from operations and
borrowings under a $50 million revolving debt facility. The Company's
primary capital requirements include debt service, capital expenditures,
working capital needs and financing acquisitions. Management believes that
available borrowing capacity under the revolving credit facility of $49.4
million at July 4, 1998, combined with cash provided by operations, will
provide the Company with sufficient cash to fund current operations as well
as to meet its obligations over the near term.
Seasonality
Sales of a number of the Company's products tend to be seasonal, but the
effect of seasonality on the Company's liquidity is tempered by the
Company's relatively varied product mix. The Company purchases most of the
produce used to make the B&G Pickle and Pepper Products during the period
from May to October and, consequently, its liquidity needs are greatest
during this period.
Recent Accounting Pronouncements
In June 1997, Statement of Financial Accounting Standards (SFAS) No. 130
(SFAS 130), "Reporting Comprehensive Income," was issued to establish
standards of reporting and displaying of comprehensive income and its
components in a full set of general-purpose financial statements. This
Statement requires disclosure of the components of comprehensive income
including, among other things, foreign currency translation adjustments,
minimum pension liability items and unrealized gains and losses on certain
investments in debt and equity securities. The Company would be required to
show components of comprehensive income in a financial statement displayed
as prominently as the other required financial statements. The statement is
effective for fiscal years beginning after December 15, 1997. The
implementation of SFAS130 has no effect on the Company's financial
reporting.
12
<PAGE>
In June 1997, SFAS 131 "Disclosures About Segments of an Enterprise and
Related Information", was issued to establish standards for public business
enterprises reporting information regarding operating segments in annual
and interim financial statements issued to shareholders. It also
establishes standards for related disclosures about products and services,
geographic areas and major customers. This statement is effective for
financial statements for periods beginning after December 15, 1997. In the
initial year of application, comparative information for earlier years is
to be restated. The Company operates in one business segment in which it
manufactures and markets a diversified portfolio of food products, and
accordingly, does not believe that segment reporting will impact
disclosures in the financial statements. The Company anticipates compliance
with this Statement in 1998.
In June 1998, SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities", was issued to standardize the accounting for derivative
instruments by requiring that an entity recognize derivatives as assets or
liabilities in the statement of financial position and measure them at fair
value. This Statement is effective for all quarters of all fiscal years
beginning after June 15, 1999. This Statement should have no impact on the
Company's consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
Not applicable.
Item 4. Year 2000 Issue
The Company has conducted a comprehensive review of its computer systems to
identify the systems that could be affected by the "Year 2000" issue and
has developed an implementation plan to resolve the issue. Management
presently believes that the Company has substantially completed its Year
2000 planning utilizing both internal and external resources. The Company
has implemented a new network throughout the organization and is currently
implementing new financial software. It is anticipated that all Year 2000
compliance efforts will be completed by March 31, 1999, allowing adequate
time for testing.
Part II OTHER INFORMATION
Item 1. Legal Proceedings
The Company is from time to time involved in legal proceedings arising in
the normal course of business. The Company believes there is no outstanding
litigation which could have a material impact on its financial position or
results of operations.
Item 2. Change in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
13
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
6(a) Exhibits
Exhibit Number Description
-------------- -----------
Exhibit 27 Financial Data Schedule (filed
Electronically with SEC only)
6(b) Reports on Form 8-K
Form 8-K filed May 19, 1998
Form 8-K filed August 3, 1998
14
<PAGE>
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.
Date: August 15, 1998 B&G FOODS, INC.
By:/s/ Robert C. Cantwell
----------------------------------
Robert C. Cantwell
Executive Vice President and Chief
Financial Officer (Principal
Financial and Accounting Officer
and Authorized officer
15
<PAGE>
EXHIBIT INDEX
(1) Exhibit
Number Description
------ -----------
27 Financial Data Schedule
16
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001049172
<NAME> nky*6vsa
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-02-1999
<PERIOD-START> JAN-04-1998
<PERIOD-END> JUL-04-1998
<CASH> 4,431
<SECURITIES> 0
<RECEIVABLES> 12,404
<ALLOWANCES> 0
<INVENTORY> 24,463
<CURRENT-ASSETS> 45,745
<PP&E> 28,283
<DEPRECIATION> (4,854)
<TOTAL-ASSETS> 174,049
<CURRENT-LIABILITIES> 22,500
<BONDS> 121,540
0
0
<COMMON> 0
<OTHER-SE> 19,056
<TOTAL-LIABILITY-AND-EQUITY> 174,049
<SALES> 81,031
<TOTAL-REVENUES> 81,031
<CGS> 49,471
<TOTAL-COSTS> 74,231
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,414
<INCOME-PRETAX> 386
<INCOME-TAX> 189
<INCOME-CONTINUING> 197
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 197
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
