<PAGE>
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, 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 333-43195
Commission File Number 333-43195-01
SCOVILL FASTENERS INC.
SCOVILL HOLDINGS INC.
(Exact name of registrants as specified in their respective charters)
<TABLE>
<CAPTION>
<S> <C>
Delaware 95-3959561
Delaware 58-2365743
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
Scovill Fasteners Inc.
Scovill Holdings Inc.
1802 Scovill Drive
Clarkesville, Georgia 30523
706-754-4181
(Name, address, including zip code, and telephone number, including area code,
of registrants' principal executive offices)
___________________
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 [ ]
Number of shares of Common Stock outstanding as of September 30, 2000 were
9,311,000.
<PAGE>
SCOVILL HOLDINGS INC.
SCOVILL FASTENERS INC.
Quarterly Report on Form 10-Q
For the Quarter Ended September 30, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION Page No.
--------
<S> <C>
Item 1. Financial Statements -
Consolidated Balance Sheets at September 30, 2000 and December 31, 1999..................... 3
Consolidated Statements of Operations for the nine month and the three month periods
ended September 30, 2000 and 1999........................................................... 4
Consolidated Statements of Cash Flows for the nine month ended September 30,
2000 and 1999............................................................................... 5
Notes to Consolidated Financial Statements.................................................. 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....... 8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings........................................................................... 11
Item 2. Changes in Securities and Use of Proceeds................................................... 11
Item 3. Defaults Upon Senior Securities............................................................. 11
Item 4. Submission of Matters to a Vote of Security Holders......................................... 11
Item 5. Other Information........................................................................... 11
Item 6. Exhibits and Reports on Form 8-K............................................................ 11
SIGNATURES........................................................................................... 12
</TABLE>
-2-
<PAGE>
Scovill Holdings Inc.
Consolidated Balance Sheets
(in thousands, except share data)
(unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
-----------------------------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents............................................................. $ 1,441 $ 405
Accounts receivable, net of allowances of $1,425 and $1,246, respectively............. 14,594 12,350
Inventories........................................................................... 19,780 18,493
Other................................................................................. 247 522
---------- ----------
Total Current Assets.................................................................. 36,062 31,770
---------- ----------
Property. Plant and Equipment, Net.................................................... 55,622 60,746
---------- ----------
Intangible Assets..................................................................... 96,092 98,937
---------- ----------
$ 187,776 $ 191,453
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current maturities of long-term debt.................................................. $ 2,873 $ 910
Accounts payable...................................................................... 7,047 5,200
Accrued liabilities................................................................... 4,659 7,589
Accrued interest...................................................................... 5,267 1,184
---------- ----------
Total Current Liabilities............................................................. 19,846 14,883
---------- ----------
Long-Term Liabilities
Revolving credit facility............................................................. 14,481 14,878
Long-term debt........................................................................ 134,284 134,141
Employee benefits..................................................................... 18,873 21,233
Other................................................................................. 1,898 2,076
---------- ----------
Total Long-Term Liabilities........................................................... 169,536 172,328
---------- ----------
Series A Cumulative Redeemable Exchangeable Preferred Stock, $.001 par value,
200,000 shares authorized, none issued at September 30, 2000 and December 31, 1999
(liquidation preference of $100 per share) -- --
---------- ----------
Stockholders' Equity
Preferred Stock, $.0001 par value, 1,000,000 shares authorized, none issued and
outstanding at September 30, 2000 and December 31, 1999................................ -- --
Series B Preferred Stock, $.0001 par value, 6,000,000 shares authorized, none and
4,655,500 shares issued and outstanding at September 30, 2000 and December 31,
1999, respectively............................................................... -- --
Common Stock, $.0001 par value, 15,000,000 shares authorized, 9,311,000 and
4,655,500 shares issued and outstanding at September 30, 2000 and December 31,
1999, respectively............................................................... 1 --
Additional paid-in capital--preferred................................................. 49,942 49,942
Additional paid-in capital--common.................................................... 503 503
Predecessor basis adjustment.......................................................... (7,831) (7,831)
Retained earnings (deficit)........................................................... (43,791) (39,150)
Accumulated other comprehensive income................................................ (430) 778
---------- ----------
Total Stockholders' Equity............................................................ (1,606) 4,242
---------- ----------
$ 187,776 $ 191,453
========== ==========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these balance sheets.
-3-
<PAGE>
Scovill Holdings Inc.
Consolidated Statements of Operations
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30, Three Months Ended September 30,
2000 1999 2000 1999
---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales................................ $ 68,324 $ 69,010 $ 21,153 $ 21,827
Cost of sales............................ 48,727 51,746 15,500 16,981
--------- --------- --------- ---------
Gross profit............................ 19,597 17,264 5,653 4,846
Selling, general and administrative
expenses.............................. 11,949 11,564 3,182 3,918
Amortization expense..................... 2,193 2,505 731 826
--------- --------- --------- ---------
Operating income (loss)................. 5,455 3,195 1,740 102
Other (income) expense................... (3,737) 352 474 248
Interest expense......................... 13,702 12,460 4,594 4,216
--------- --------- --------- ---------
Income (loss) before income
tax provision (benefit)............... (4,510) (9,617) (3,328) (4,362)
Income tax provision
(benefit)............................... 131 (1,052) 13 110
--------- --------- --------- ---------
Net income (loss)........................ $ (4,641) $ (8,565) $ (3,341) $ (4,472)
--------- --------- --------- ---------
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
-4-
<PAGE>
Scovill Holdings Inc.
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months ended September 30,
2000 1999
---------------------------------------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net (loss) available to common stockholders......................... $ (4,641) $ (8,565)
Adjustments to reconcile net income (loss) available to
common stockholders to net cash provided by (used in)
operating activities:
Depreciation and amortization....................................... 10,162 10,812
Deferred income taxes............................................... -- (1,300)
Changes in operating assets and liabilities:
Accounts receivable, net............................................ (2,244) (2,246)
Inventories......................................................... (1,287) 1,059
Other current assets................................................ 275 110
Accounts payable.................................................... 1,847 851
Accrued liabilities................................................. (2,930) 2,154
Other assets and liabilities........................................ 110 (818)
----------- -----------
Net cash provided by (used in) operating activities................. 1,292 2,057
----------- -----------
Cash Flows from Investing Activities:
Additions to property, plant and equipment.......................... (2,092) (3,900)
----------- -----------
Net cash used in investing activities............................... (2,092) (3,900)
----------- -----------
Cash Flows from Financing Activities:
Net (repayments) borrowings on line of credit....................... (397) 5,200
Net (repayments) borrowings of long-term debt....................... 2,233 (1,422)
----------- -----------
Net cash (used in) provided by financing activities................. 1,836 3,778
----------- -----------
Net Increase (Decrease) in Cash..................................... 1,036 1,935
Cash at Beginning of Period......................................... 405 293
----------- -----------
Cash at End of Period............................................... $ 1,441 $ 2,228
=========== ===========
Supplemental Disclosure of Cash Flow Information
Interest paid....................................................... $ 8,477 $ 8,738
=========== ===========
Income taxes paid................................................... $ 190 $ 268
=========== ===========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
-5-
<PAGE>
SCOVILL HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(All amounts expressed in thousands, or as otherwise noted)
Note 1. Basis of Presentation and Business
The interim financial statements presented herein include the accounts
of Scovill Holdings Inc. ("Holdings") and its wholly owned subsidiaries
including Scovill Fasteners, Inc. (together with Holdings, the "Company") as of
September 30, 2000 and December 31, 1999 and for the three months and nine
months ended September 30, 2000 and 1999.
The accompanying unaudited consolidated financial statements have been
prepared pursuant to the rules of the Securities and Exchange Commission ("SEC")
and include all adjustments, consisting only of normal recurring adjustments
which are, in the opinion of the Company, necessary for a fair presentation of
the results of the interim periods. The operating results for the three months
and nine months ended September 30, 2000 and 1999 are not necessarily indicative
of the results that would be obtained for the entire fiscal year or any other
interim period. Certain information and footnote disclosures normally included
in annual financial statements prepared in accordance with generally accepted
accounting principles have been omitted from these consolidated financial
statements pursuant to the applicable rules and regulations of the SEC. These
financial statements should be read in conjunction with the audited consolidated
financial statements and notes thereto included in the annual report on Form 10-
K for the year ended December 31, 1999.
Note 2. New Accounting Standards
In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities," ("SFAS 133"). SFAS 133 requires companies to record derivatives on
the balance sheet as assets or liabilities, measured at fair value. Gains or
losses resulting from changes in the values of those derivatives would be
accounted for depending on the use of the derivative and whether it qualifies
for hedge accounting. SFAS 133, as amended by Statement of Financial Accounting
Standards Nos. 137 and 138, will be effective for the Company's fiscal year
2001. Management believes that SFAS 133 will not have a significant impact on
the Company's financial condition or results of operations.
Note 3. Comprehensive Income
Other comprehensive income (loss) for the nine months ended September
30, 2000 and 1999 includes only foreign currency translation. The calculation of
comprehensive income is as follows:
<TABLE>
<CAPTION>
September 30, 2000 September 30, 1999
---------------------------------------------
<S> <C> <C>
Net (Loss) $ (4,641) $ (8,565)
Foreign Currency Translation Adjustments (1,208) (14)
-------- --------
Comprehensive Income (Loss) $ (5,849) $ (8,579)
======== ========
</TABLE>
6
<PAGE>
Note 4. Inventories
Inventories consisted of the following at:
September 30, 2000 December 31, 1999
-------------------------------------------
Raw materials $ 1,829 $ 1,555
Work in process 4,340 4,416
Attaching machine spare parts 7,720 7,822
Finished goods 5,891 4,700
-------------------------------
$ 19,780 $ 18,493
===============================
Note 5. Business Segments
The Company's businesses are organized and internally reported as three
segments: Apparel, Industrial, and European operations. The European operations
include some of the same products as both apparel and industrial. However, the
European operations are managed separately and thus reported as a separate
segment. Sales are reported and classified based on the customers' location.
<TABLE>
<CAPTION>
Business Segment Nine months ended European Total
Information September 30, Apparel Industrial (1) Operations (2) Company
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Sales 2000 $42,825 $19,715 $5,784 $68,324
1999 $40,197 $21,014 $7,799 $69,010
Operating Income (3) 2000 $11,847 $ 6,066 $ 522 $18,075
1999 $10,467 $ 3,445 $ 427 $14,339
</TABLE>
(1) Includes all Canadian operations.
(2) Represents Scovill-Europe operations.
(3) Operating Income (i) includes allocations of general and administrative
expenses based on sales and (ii) excludes depreciation, amortization and
management fees.
The following is a reconciliation of operating income from reportable
segments above to operating income on the financial statements:
<TABLE>
<CAPTION>
Nine Months Ended September 30,
2000 1999
-----------------------------------------------------------------------------
<S> <C> <C>
Operating income from reportable segments $ 18,075 $ 14,339
Less:
Depreciation 7,090 7,551
Amortization 2,193 2,505
Other Corporate Charges 3,337 1,088
-------------------------
Total operating income $ 5,455 $ 3,195
=========================
</TABLE>
Note 6. Other Income
In the three month period ended June 30, 2000, the Company reached an
agreement to settle a trademark dispute. The Company has recorded the proceeds
of this settlement, net of related legal fees and other expenses, as Other
Income in the period.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following "Safe Harbor Statement" is made pursuant to the Private
Securities Litigation Reform Act of 1995. Certain of the statements contained in
the body of this Report are forward-looking statements (rather than historical
facts) that are subject to risks and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. Such forward-looking statements are based on management's current
plans and expectations and are subject to a number of uncertainties that could
cause actual results to differ materially from those described in such
statements. Such uncertainties and risks include, but are not limited to: the
risks and uncertainties inherent in doing business abroad, the volatility of the
price of raw materials; increasing domestic and foreign competition;
increasingly complex and stringent environmental laws and regulations; the
highly leveraged nature of the Company, its substantial debt service
requirements and the substantial operating and financing restrictions on the
Company by the terms of its Credit facility, the Indenture governing its 11.25%
Senior Subordinated Notes and the other agreements governing the Company's
indebtedness; and general economic conditions. The preceding list of
uncertainties, however, is not intended to be exhaustive, and should be read in
conjunction with the Company's publicly-filed reports.
Nine Months Ended September 30, 2000 Compared with Nine Months Ended September
30, 1999
Net Sales Net sales for the nine months ended September 30, 2000 were
approximately $68.3 million, representing a decrease of $.7 million or 1.0%,
from the prior year period, as increases in the Company's Apparel Group
primarily due to increased demand for jeans fasteners and hardware, $1.9 million
or 4.8% to $42.1 million from $40.1 million, and the DOT product line of the
Industrial Group, $0.4 million or 4.0% to $11.1 million from $10.7 million, were
offset by decreases in other Industrial Group product lines, primarily PCI, $2.1
million or 39.0% to $3.2 million from $5.4 million, and in Europe, $2.0 million
or 25.8% to $5.8 million from $7.8 million. The latter decreases are the result
of the Company's strategic decision to reduce certain product offerings.
Gross Profit Gross profit of approximately $19.6 million increased $2.3
million, or 13.5% from the prior year level of approximately $17.3 million. This
increase is primarily attributable to the increase in revenues in the product
lines discussed above which have higher margins when compared to the product
offerings that are declining, as well as a result of the profit improvement plan
which the Company implemented in the third and fourth quarters of 1999.
Selling, General and Administrative Expenses ("SG&A") SG&A increased $0.4
million, or 3.3%, from the prior year period, from approximately $11.6 million
to approximately $11.9 million primarily due to one time expenses and fees
related to the profit improvement plan which the Company implemented in the
third and fourth quarters of 1999, which was partially offset by savings
associated with that plan. SG&A was 17.5% of sales for the nine months ended
September 30, 2000 compared to 16.8% for the nine months ended September 30,
1999.
Operating Income Operating income of $5.5 million increased $2.3 million or
70.7% over the prior year level of $3.2 million, primarily as a result of the
above described improvements in gross profit, which was partially offset by
increased SG&A as described above.
Other Income Other income for the nine months ended September 30, 2000
was $3.7 million compared to an expense of $ 0.4 million for nine months ended
September 30, 1999. Included in the former amount are the net proceeds of a
trademark settlement. (See Note 6 of the Notes to Consolidated Financial
Statements).
Interest Expense Interest expense increased by approximately $1.2 million or
10% above the prior year period, as a result of accrued interest related to the
Tranche B term loan, which was entered into in November, 1999, and higher
average interest rates for
8
<PAGE>
the nine months ended September 30, 2000 compared to the nine months ended
September 30, 1999 on outstanding balances under a Revolving Credit Facility,
due to increases in the US prime rate.
Income Tax Provision (Benefit) The income tax provision was $0.1 million for
the nine months ended September 30, 2000 compared to a benefit of $1.1 million
for the nine months ended September 30, 1999. The charge is primarily
attributable to income taxes on state and foreign earnings.
Net Loss The net loss available to common stockholders was $4.6 million
for the nine months ended September 30, 2000 compared to a net loss of $8.6
million for the nine months ended September 30, 1999, or an improvement of $3.9
million which was primarily attributable to the factors discussed above.
Three Months Ended September 30, 2000 Compared with Three Months Ended September
30, 1999
Net Sales Net sales for the three months ended September 30, 2000 were
$21.2 million compared to $21.8 million for the three months ended September 30,
1999, a decrease of $0.7 million or 3.1%. The decrease is primarily due to lower
revenues in the Company's Industrial Group product lines, primarily PCI, $0.6
million or 35.3% to $1.1 million from $1.7 million, and in Europe, $0.7 million
or 30.1% to $1.7 million from $2.4 million, reflecting the impact of the
Company's strategic decision to reduce these product offerings. This was
partially offset by higher revenues in the Company's Apparel Group reflecting
increased demand for jeans fasteners and hardware, $0.8 million or 6.0% to $14.8
million from $14.0 million.
Gross Profit Gross profit of $5.7 million increased by $0.8 million, or 16.7%
from the prior year level of $4.8 million. This increase is primarily
attributable to the increase in revenues in higher margin product lines
discussed above, as well as a result of the profit improvement plan which the
Company implemented in the third and fourth quarters of 1999.
Selling, General and Administrative Expenses SG&A expenses decreased $0.7
million, or 18.9%, from $3.9 million to $3.2 million primarily due to the
effects of the profit improvement plan which the Company implemented in the
third and fourth quarters of 1999, partially offset by one time costs and fees
associated with that plan. SG&A was 15.0% of sales for the three months ended
September 30, 2000 compared to 18.0% for the three months ended September 30,
1999.
Operating Income Operating income of $1.7 million increased by $1.6 million
over the prior year level of $0.1 million, primarily reflecting the above noted
improvements in gross profit and SG&A.
Other (Income)/Expense Other expense for the three months ended September
30, 2000 was $0.5 million compared to $ 0.2 million for the three months ended
September 30, 1999.
Interest Expense Interest expense increased by $0.3 million primarily as a
result of accrued interest related to the Company's Tranche B term loan, which
was entered into in November 1999.
Net Income (Loss) The net loss improved to $3.3 million for the three months
ended September 30, 2000 compared to a net loss of $4.5 million for the three
months ended September 30, 1999, or an improvement of $1.2 million attributable
to the factors discussed above.
9
<PAGE>
Liquidity and Capital Resources
The Company has outstanding $100 million of 11.25% Senior Notes due 2007
(the "Notes") and a senior secured credit facility (the "Credit Facility"),
consisting of $28.0 million term loan and $25.0 million revolving credit
facility (the "Revolving Credit Facility").
In November 1999, the Company entered into an amendment to the Credit
Facility (the "Facility Amendment"), which adjusted the Credit Facility's
financial covenants and provided an additional term loan of $10 million (the
"Tranche B Loan"). The Facility Amendment adjusted the Credit Facility's fixed
charge coverage ratio covenant, funded indebtedness to EBITDA ratio covenant and
adjusted the amortization schedule of the Term Loan. The new $10 million Tranche
B Loan was funded through lenders including owners of the Company. The new
Tranche B Loan bears interest at 17.5%, will mature in November 2004, and is
subject to the requirements and conditions set forth in the Facility Amendment
and Credit Facility. The Tranche B Loan does not require cash interest or
principal payments until final maturity. The Company borrowed $8 million under
the Tranche B Loan in November 1999, and used the proceeds to fund an interest
payment on its Notes and for other working capital purposes.
The Company's Tranche B Loan allowed the Company to borrow up to $2 million
solely for the use of funding additional consideration pursuant to a management
consulting arrangement the Company entered into during 1999. Such borrowing was
subject to certain conditions precedent set forth in the Tranche B Loan and the
Credit Facility, which conditions were met during the first seven months of
2000. Accordingly, the Company borrowed $1.8 million in August 2000, and $0.2
million in September 2000, in order to fund the payment of such consideration.
Historically, the Company derived its cash from funds generated by
operations and from third-party financings. As of September 30, 2000 and
December 31, 1999, $14.5. million and $14.9 million of borrowings were
outstanding under the Revolving Credit Facility with $3.7 million of
availability at September 30, 2000. The Company's sources of funds may include
income from operations and borrowings under the Revolving Credit Facility. The
Company's liquidity requirements consist primarily of scheduled payments of
principal and interest on its indebtedness, working capital needs and capital
expenditures. The Company believes that its operating cash flow, together with
borrowings under the Credit Facility, will be sufficient to meet its operating
expenses and capital requirements, and its debt service requirements over the
next twelve months and beyond. The Credit Facility also contains restrictive
financial covenants that must be met on a quarterly basis, and there can be no
assurances that the Company will be able to remain in compliance with these
covenants in subsequent periods. However, in the event the Company requires
additional capital during such period, it will be required to secure new capital
sources or expand its bank credit facility. In such event, there can be no
assurances that additional capital will be available on terms acceptable to the
Company.
Scheduled debt repayments under the Credit Facility and the Notes are $0.3
million in 2000, $3.0 million in 2001, $6.0 million in 2002, $31.1 million in
2003, $8.0 million in 2004 and $100.0 million (representing the Notes)
thereafter.
EBITDA
EBITDA is defined for purposes of this report as net income (loss) before
interest expense (including amortization of deferred financing costs), provision
(benefit) for income taxes, depreciation, amortization, restructuring and asset
impairment charge, non-recurring charges and management fees.
10
<PAGE>
The Company has included information concerning EBITDA in this report
because it is used by certain investors as a measure of a company's ability to
service its debt. EBITDA is not required or recognized as a measure of financial
performance under generally accepted accounting principles ("GAAP") in the U.S.,
and should not be considered an alternative to net income determined in
accordance with GAAP as an indicator of operating performance or as an
alternative to cash flow from operating activities determined in accordance with
GAAP as a measure of liquidity. The Company's use of EBITDA may not be
comparable to similarly titled measures used by other companies due to their use
of different financial statement components in calculating EBITDA.
EBITDA increased $3.8 million, or 26.1%, from $14.3 million to $18.1
million for the nine months ended September 30, 2000 compared to the nine months
ended September 30, 1999, primarily as a result of increased sales of higher
margined products and lower costs as a result of the profit improvement plan
which the Company implemented in the third and fourth quarters of 1999.
Cash Flows
Net cash provided by the Company's operating activities was $1.3 million
for the first nine months of 2000 compared to net cash provided of $2.1 million
for the nine months of 1999, or a decrease of $0.8 million, primarily reflecting
increases in net working capital of $5.3 million, primarily reductions in
accrued liabilities, partially offset by the improvement in net income for the
nine months ended September 30, 2000 compared to the nine months ended September
30, 1999 of $3.9 million. The Company's cash used in investing activities during
the first nine months of 2000 was $2.1 million for capital expenditures. Net
cash provided by financing activities was $1.8 million, primarily additional
borrowings under the Tranche B loan. (See Liquidity and Capital Resources
above.)
The Indenture and the Credit Facility place significant restrictions on the
Company's ability to incur additional indebtedness, pay dividends or repurchase
stock or make other distributions, create liens, make certain investments, sell
assets, or enter into mergers or consolidations.
Year 2000 Compliance
As of the date of this report, the Company has not incurred any significant
operating difficulties related to the Year 2000 issue. The Company's Year 2000
efforts included implementing and testing new systems. The Company also
communicated with a significant portion of its major customers, vendors and
suppliers to determine the extent to which the Company may have been vulnerable
to those third parties' failure to remediate their own Year 2000 issues. This
process of addressing Year 2000 issues was essentially completed by September
1999.
Based on experience to date, the Company does not believe that any problems
resulting from the Year 2000 issue will have a material adverse effect on its
financial condition or results of operations. The costs incurred related to
systems implementation in 1999 and 1998 were not material to the Company's
results of operations, financial condition or cash flow.
11
<PAGE>
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities and the Use of Proceeds
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
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
(a) 27.1 - Financial Data Schedule - Scovill Fasteners Inc.
27.2 - Financial Data Schedule - Scovill Holdings Inc.
(b) Reports on Form 8-K
None
12
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
November 14 Scovill Holdings Inc.
Scovill Fasteners Inc.
Date: November 14, 2000 /s/ John H. Champagne
-----------------------
John H. Champagne,
President
Chief Executive Officer
Date: November 14, 2000 /s/ Vincent H. Catrini
-----------------------
Vincent H. Catrini,
Executive Vice President,
Chief Financial Officer and
Principal Accounting Officer
13
