<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 JUNE 30, 1998
[ ] 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> <C>
Delaware 3965 95-3959561
Delaware 6719 58-2365743
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
SCOVILL FASTENERS INC.
SCOVILL HOLDINGS INC.
POST OFFICE BOX 44
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 July 15, 1998 was 4,521,159.
<PAGE>
SCOVILL HOLDINGS INC.
SCOVILL FASTENERS INC.
Quarterly Report on Form 10-Q
FOR THE QUARTER ENDED JUNE 30, 1998
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION Page No.
------------
<S> <C>
Item 1. Financial Statements -
Consolidated Balance Sheets at June 30, 1998 and December 31, 1997.............. 3
Consolidated Statements of Operations for the three and six month
periods ended June 30, 1998 and 1997.......................................... 4
Consolidated Statements of Cash Flows for the six months ended June 30,
1998 and 1997................................................................. 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
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)
<TABLE>
<CAPTION>
JUNE 30,
1998 DECEMBER 31,
(UNAUDITED) 1997
-----------------------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents.............................................................. $ 817 $ 2,821
Accounts receivable, net of allowances of $1,105 and $894, respectively................ 16,448 11,502
Inventories............................................................................ 25,880 24,292
Other.................................................................................. 770 839
-------- --------
Total Current Assets................................................................ 43,915 39,454
-------- --------
Property, Plant and Equipment, Net....................................................... 70,379 72,505
Intangible Assets........................................................................ 112,796 114,243
-------- --------
$227,090 $226,202
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current maturities of long-term debt................................................... $ 1,388 $ 1,649
Accounts payable....................................................................... 10,622 11,458
Accrued liabilities.................................................................... 9,602 9,470
Accrued interest....................................................................... 1,023 1,062
-------- --------
Total Current Liabilities........................................................... 22,635 23,639
-------- --------
Long-Term Liabilities
Revolving line of credit............................................................... 7,800 --
Long-term debt......................................................................... 128,050 128,199
Employee benefits...................................................................... 24,508 24,499
Deferred income taxes.................................................................. 3,245 5,380
Other.................................................................................. 3,496 3,676
-------- --------
Total Long-Term Liabilities......................................................... 167,099 161,754
-------- --------
Series A Cumulative Redeemable Exchangeable Preferred Stock, $.001 par value,
200,000 shares authorized, none at June 30, 1998 and 100,000 issued at
December 31, 1997 (liquidation preference of $100 per share)............................ -- 9,400
-------- --------
Stockholders' Equity
Series B Preferred Stock, $.0001 par value, 16,200,000 shares authorized,
4,655,500 at June 30, 1998 and 3,655,500 at December 31, 1997 shares issued
and outstanding........................................................................ -- --
Common stock, $.0001 par value, 6,000,000 shares authorized,
4,655,500 at June 30, 1998 and 3,655,500 at December 31, 1997 shares issued
and outstanding ...................................................................... -- --
Additional paid-in capital--preferred ................................................. 49,942 39,700
Additional paid-in capital--common .................................................... 503 400
Predecessor basis adjustment .......................................................... (7,831) (7,831)
Retained earnings (deficit) ........................................................... (5,389) (781)
Foreign currency translation adjustment ............................................... 131 (79)
-------- --------
Total Stockholders' Equity ........................................................ 37,356 31,409
-------- --------
$227,090 $226,202
======== ========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
-3-
<PAGE>
SCOVILL HOLDINGS INC.
Consolidated Statements of Operations
(IN THOUSANDS)
The consolidated financial statements of the Company and the Predecessor-KSCO
are not comparable in certain respects (Note 1).
<TABLE>
<CAPTION>
THE COMPANY | PREDECESSOR - KSCO THE COMPANY | PREDECESSOR - KSCO
---------------- -------------------- ---------------- --------------------
SIX MONTHS ENDED JUNE 30, THREE MONTHS ENDED JUNE 30,
1998 (UNAUDITED) | 1997 (UNAUDITED) 1998 (UNAUDITED) 1997 (UNAUDITED)
-----------------------------------------------------------------------------
<S> <C> | <C> <C> | <C>
| |
Net sales ........................... $48,994 | $49,765 $24,396 | $25,586
Cost of sales ....................... 35,993 | 35,866 17,883 | 18,627
------- | ------- ------- | -------
Gross profit ....................... 13,001 | 13,899 6,513 | 6,959
Selling, general and administrative | |
expenses ........................ 8,085 | 8,199 4,007 | 4,124
Restructuring and asset impairment | |
charge............................ 1,968 | -- 1,968 | --
Amortization expense ................ 1,952 | 1,499 965 | 753
------- | ------- ------- | -------
Operating income (loss) ............ 996 | 4,201 (427) | 2,082
Other expense (income) .............. 52 | 251 151 | 182
Interest expense .................... 7,497 | 1,627 3,854 | 837
------- | ------- ------- | -------
Income (loss) before income | |
tax provision (benefit) ......... (6,553) | 2,323 (4,432) | 1,063
Income tax provision | |
(benefit) ....................... (2,175) | 922 (1,510) | 512
------- | ------- ------- | -------
Net income (loss) ................... $(4,378) | $ 1,401 $(2,922) | $ 551
------- | ------- ------- | -------
Dividends on redeemable | |
preferred stock .................. 230 | -- -- | --
------- | ------- ------- | -------
Net income (loss) available | |
to common stockholders............. $(4,608) | $ 1,401 $(2,922) | $ 551
======= | ======= ======= | =======
</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)
The consolidated financial statements of the Company and the Predecessor-KSCO
are not comparable in certain respects (Note 1).
<TABLE>
<CAPTION>
THE COMPANY | PREDECESSOR - KSCO
-------------------------------------------------
SIX MONTHS ENDED JUNE 30,
1998 (UNAUDITED) | 1997 (UNAUDITED)
-------------------------------------------------
<S> <C> | <C>
CASH FLOWS FROM OPERATING ACTIVITIES: |
Net income (loss) available to common stockholders....... $ (4,608) | $ 1,401
|
Adjustments to reconcile net income (loss) available to |
common stockholders to net cash provided by (used in) |
operating activities: |
Depreciation............................................ 5,573 | 2,804
Amortization............................................ 2,334 | 1,496
Deferred income taxes ................................. 1,382 | (482)
Asset impairment charge................................. 940 | --
Non-operating preferred stock dividends................. 345 | --
Changes in operating assets and liabilities: |
Accounts receivable, net............................... (4,946) | (2,911)
Inventories .......................................... (1,588) | (2,676)
Other current assets ................................. 69 | 159
Accounts payable ..................................... (836) | (604)
Accrued liabilities .................................. (159) | 2,534
Other assets and liabilities ......................... (3,112) | (520)
-------- | -------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES....... (4,606) | 1,201
-------- | -------
CASH FLOWS FROM INVESTING ACTIVITIES: |
Additions to property, plant and equipment................ (4,788) | (2,517)
-------- | ------
NET CASH USED IN INVESTING ACTIVITIES..................... (4,788) | (2,517)
-------- | -------
CASH FLOWS FROM FINANCING ACTIVITIES: |
Net borrowings on line of credit.......................... 7,800 | 1,656
Proceeds of long-term debt .............................. -- | 213
Repayments of long-term debt.............................. (410) | (219)
Redemption of preferred stock andpayments of dividends.... (10,345) | --
Issuance of common and preferred stock.................... 10,345 | --
-------- | -------
NET CASH PROVIDED BY FINANCING ACTIVITIES................. 7,390 | 1,650
-------- | -------
NET (DECREASE) INCREASE IN CASH........................... (2,004) | 334
|
CASH AT BEGINNING OF PERIOD............................... 2,821 | 603
-------- | -------
CASH AT END OF PERIOD..................................... $ 817 | $ 937
======== | =======
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
Interest paid ......................................... $ 7,153 | $ 1,100
======== | =======
Income taxes paid ..................................... $ 70 | $ 86
======== | =======
</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 (together
with Holdings, the "Company") as of June 30, 1998 and December 31, 1997 and for
the three and six month periods ended June 30, 1998, and of Predecessor KSCO
(defined below) for the three and six month periods ended June 30, 1997.
The accompanying unaudited consolidated financial statements include all
adjustments, consisting only of normal recurring adjustments which are in the
opinion of the Company necessary for a fair statement of the results of the
interim periods. The operating results for the three and six month periods
ended June 30, 1998 and 1997 are not 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, 1997.
Scovill Acquisition Inc. ("SAI") and Holdings, both Delaware corporations,
were formed by Saratoga Partners III L.P. in 1997 to effect the acquisition of
Scovill Fasteners Inc., a Delaware Corporation ("Fasteners"). Pursuant to a
Stock Purchase Agreement, SAI, then a wholly-owned subsidiary of Holdings,
purchased all of the capital stock of KSCO Acquisition Corporation ("KSCO" or
"Predecessor-KSCO") on November 26, 1997 for a purchase price of approximately
$168.8 million less the amount of indebtedness of the Company existing
immediately prior to closing of the acquisition (including indebtedness that was
not repaid in connection with the transactions). Concurrently with the
acquisition, SAI merged with and into KSCO, and KSCO merged with and into
Fasteners, with Fasteners surviving the mergers. As a result, Fasteners is
currently a wholly owned subsidiary of Holdings. The purchase of KSCO capital
stock by SAI and the mergers of SAI and KSCO into Fasteners are together
referred to as the "Saratoga Acquisition." The effect of such changes
significantly impairs the comparability of the results of operations of the
Company and the Predecessor-KSCO.
In connection with the Saratoga Acquisition, the Company issued $100 million of
11.25% Senior Notes due 2007 (the "Notes"), pursuant to an Indenture, dated
November 26, 1997. The proceeds of the Notes offering were used to finance, in
part, the purchase by SAI of all of the capital stock of KSCO which then owned
all of the capital stock of the Company. Following the mergers described above,
the Notes became obligations of Fasteners. In connection with the Saratoga
Acquisition, Fasteners entered into a new senior secured credit facility (the
"New Credit Facility"), consisting of a $28.0 million term loan (the "Term
Loan") and a $25.0 million revolving credit facility (the "Revolving Credit
Facility").
NOTE 2. INVENTORIES
Inventories consisted of the following at:
-6-
<PAGE>
<TABLE>
<CAPTION>
June 30, 1998 December 31, 1997
----------------------------------------------------------------------------
<S> <C> <C>
Raw materials $ 2,505 $ 2,792
Work in process 5,068 6,310
Finished goods 18,307 15,190
----------------------------------------------------------------------------
$25,880 $24,292
============================================================================
</TABLE>
NOTE 3. RESTRUCTURING AND ASSET IMPAIRMENT CHARGE
In June 1998, the Company announced a corporate restructuring plan. The plan
includes outsourcing the production of plastic components, which was previously
performed in the Company's existing manufacturing facilities. As a result, in
June 1998, the Company recorded a restructuring charge of approximately $1.0
million related to severance payments to be paid to approximately 30 terminated
employees and a $1.0 million asset impairment charge related to plastics
component part production fixed assets to be disposed of under the plan.
NOTE 4. PREFERRED STOCK REDEMPTION
In February 1998, the Company sold additional shares of common stock for
approximately $10.3 million. The proceeds were used to redeem the outstanding
redeemable exchangeable preferred stock and warrants.
NOTE 5. NEW ACCOUNTING STANDARDS
The Company adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" ("SFAS 130"), Statement of Financial Accounting
Standards No. 131, "Disclosures About Segments of an Enterprise and Related
Information" ("SFAS 131"), and Statement of Financial Accounting Standards No.
132, "Employers' Disclosures about Pensions and Other Postretirement Benefits -
an amendment of FASB Statements No. 87, 88, and 106" ("SFAS 132"), effective
January 1, 1998. SFAS 130 establishes standards to measure all changes in
equity that result from transactions and other economic events other than
transactions with owners. Comprehensive income is the total of net income and
all other nonowner changes in equity. SFAS 131 introduces a new segment
reporting model called the "management approach." The management approach is
based on the manner in which management organizes segments within a company for
making operating decisions and assessing performance. The management approach
replaces the notion of industry and geographic segments. SFAS 132 revises
disclosures about pension and other postretirement benefit plans, yet it does
not change the measurement or recognition of those plans. The disclosures
relative to SFAS 130, 131 and 132 do not significantly affect the Company's
current disclosures and will be presented in the Company's 1998 Annual Report on
Form 10-K.
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 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
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 the New Credit Facility, the Indenture, and the other
agreements governing the Company's indebtedness; 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; delays or difficulties associated with
systems conversion and Year 2000 compliance; and general economic conditions.
The preceding list of uncertainties, however, is not intended to be exhaustive,
and should be read in conjunction with other cautionary statements in the
Company's publicly-filed reports and its final Form S-1 Registration Statement,
dated December 24, 1997 (Commission File No. 333-43195).
-7-
<PAGE>
SIX MONTHS ENDED JUNE 30, 1998 (COMPANY) COMPARED WITH SIX MONTHS ENDED JUNE 30,
1997 (PREDECESSOR-KSCO)
Net Sales Net sales decreased $0.8 million, or 1.5% from $49.8 million to $49.0
million. Such decrease is primarily a result of decreased sales in denim and
industrial markets offset by increased sales in Asian markets.
Gross Profit Gross profit decreased $0.9 million, or 6.5% from $13.9 million to
$13.0 million, which is a result of a change in sales mix.
Selling, General and Administrative Expenses ("SG&A") SG&A decreased $0.1
million, or 1.4% from $8.2 million to $8.1 million and was 16.5% of sales for
each of the six months ended June 30, 1998 and 1997.
Restructuring and Asset Impairment Charge In June 1998, the Company announced a
corporate restructuring plan. The plan includes outsourcing the production of
plastic components, which was previously performed in the Company's existing
manufacturing facilities. As a result, in June 1998, the Company recorded a
restructuring charge of approximately $1.0 million related to severance payments
to be paid to approximately 30 terminated employees and a $1.0 million
impairment charge related to plastics component part production fixed assets to
be disposed of under the plan. The Company will pay the severance benefits
discussed above over 12 months ending June 30, 1999, the majority of which will
be paid in the second and third quarters of 1998. As a result of the
restructuring, the Company expects reductions in future annual operating
expenses which should enable the Company to be more competitive.
Operating Income Operating income decreased $3.2 million as a result of a
decrease in gross profit of $0.9, a restructuring and impairment charge recorded
in the second quarter of $2.0 million, in addition to an increase in
amortization expense of $0.5 million as a result of increased goodwill in
connection with the Saratoga Acquisition, offset by a reduction in SG&A of $0.1
million.
Interest Expense Interest expense increased by $5.9 million as a result of the
increase in debt from the Saratoga Acquisition.
Income Tax Provision (Benefit) The income tax benefit was $2.2 million in the
six months ended June 30, 1998 compared to a provision of $0.9 million in the
six months ended June 30, 1997.
Net Income (Loss) The net loss available to common stockholders was $4.6
million in the six months ended June 30, 1998 compared to net income of $1.4
million in the three months ended June 30, 1997 attributable to the factors
discussed above.
THREE MONTHS ENDED JUNE 30, 1998 (COMPANY) COMPARED WITH THREE MONTHS ENDED JUNE
30, 1997 (PREDECESSOR-KSCO)
Net Sales Net sales decreased $1.2 million, or 4.7% from $25.6 million to $24.4
million. Such decrease is primarily a result of decreased sales in denim and
industrial markets offset by increased sales in Asian markets.
Gross Profit Gross profit decreased $0.4 million, or 6.4% from $6.9 million to
$6.5 million, which is a result of a change in sales mix.
-8-
<PAGE>
Selling, General and Administrative Expenses ("SG&A") SG&A decreased $0.1
million, or 2.8% from $4.1 million to $4.0 million and was 16.4% of sales for
the six months ended June 30, 1998 compared to 16.1% for the six months ended
June 30, 1997.
Restructuring and Asset Impairment Charge See discussion above.
Operating Income (Loss) Operating income (loss) decreased $2.5 million primarily
as a result of a decrease in gross profit of $0.4 million, a restructuring
charge recorded in June 1998 of $2.0 million, offset by a reduction in SG&A of
$0.1 million, in addition to an increase in amortization expense of $0.2 million
as a result of increased goodwill in connection with the Saratoga Acquisition.
Interest Expense Interest expense increased by $3.0 million as a result of the
increase in debt from the Saratoga Acquisition.
Income Tax Provision (Benefit) The income tax benefit was $1.5 million in the
six months ended June 30, 1998 compared to a provision of $0.5 million in the
six months ended June 30, 1997.
Net Income (Loss) The net loss available to common stockholders was $2.9
million in the six months ended June 30, 1998 compared to net income of $0.6
million in the six months ended June 30, 1997 attributable to the factors
discussed above.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company derived its cash from funds generated by operations
and from third-party financings. As of June 30, 1998 and December 31, 1997,
$7.8 million and $0 borrowings were outstanding under the Revolving Credit
Facility. In December 1997, the Company issued $100 million of Notes, the
proceeds of which were used to finance, in part, the purchase by SAI of all of
the capital stock of KSCO which then owned all of the capital stock of the
Company. 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 New 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.
EBITDA
EBITDA is defined for the purpose of this report as net income (loss) before
interest expense (including amortization of deferred financing costs), provision
(benefit) for income taxes, depreciation, amortization, rental payments on
synthetic lease on attaching machines, restructuring and asset impairment
charge, and management fees.
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 in the U.S. ("GAAP"), 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 decreased $0.5 million, or 4.8%, from $11.3 million to $10.8 million
primarily as a result of a decrease in gross profit, resulting from decreased
sales volume for the six months ended June 30, 1998 compared to the six months
ended June 30, 1997.
-9-
<PAGE>
EBITDA decreased $0.2 million, or 3.8%, from $5.6 million to $5.4 million
primarily as a result of a decrease in gross profit, resulting from a decrease
in sales volume for the three months ended June 30, 1998 compared to the three
months ended June 30, 1997.
Cash Flows
Net cash used in the Company's operating activities was $4.6 million for the
first six months of 1998. Principal working capital changes included increases
of $4.9 million and $1.6 million in accounts receivable and inventories,
respectively, and a net decrease of accounts payable and accrued liabilities of
$1.0 million. The Company's cash used in investing activities during the first
six months of 1998 was $4.8 million for capital expenditures. Net cash provided
by financing activities was $7.4 million, of which $7.8 million represents
borrowings under the Revolving Credit Facility.
The Indenture and the New 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.
-10-
<PAGE>
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
None
-11-
<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.
Scovill Holdings Inc.
Scovill Fasteners Inc.
Date: August 13, 1998 /s/ David J. Barrett
-----------------------
DAVID J. BARRETT,
Chief Executive Officer and Director
Date: August 13, 1998 /s/ Martin A. Moore
----------------------
MARTIN A. MOORE
Executive Vice President,
Chief Financial Officer and
Principal Accounting Officer
-12-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 817
<SECURITIES> 0
<RECEIVABLES> 16,448
<ALLOWANCES> 1,105
<INVENTORY> 25,880
<CURRENT-ASSETS> 43,915
<PP&E> 70,379
<DEPRECIATION> 6,976
<TOTAL-ASSETS> 227,090
<CURRENT-LIABILITIES> 22,635
<BONDS> 128,050
0
0
<COMMON> 0
<OTHER-SE> 37,356
<TOTAL-LIABILITY-AND-EQUITY> 227,090
<SALES> 48,994
<TOTAL-REVENUES> 48,994
<CGS> 35,993
<TOTAL-COSTS> 46,046
<OTHER-EXPENSES> 2,004
<LOSS-PROVISION> 170
<INTEREST-EXPENSE> 7,497
<INCOME-PRETAX> (6,553)
<INCOME-TAX> (2,175)
<INCOME-CONTINUING> (4,378)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,378)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
