<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 1999
COMMISSION FILE NUMBER 333-26729
KEY PLASTICS L.L.C.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MICHIGAN 35-1997449
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
21333 HAGGERTY ROAD SUITE 200
NOVI, MICHIGAN
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
48375
(ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (248) 449-6100
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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KEY PLASTICS L.L.C. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
---- ----
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash .................................................................... $ 9,887 $ 3,798
Accounts receivable, net ................................................ 139,077 77,795
Inventories ............................................................. 73,799 53,006
Prepaid expenses ........................................................ 9,825 6,659
--------- ---------
Total current assets ................................................. 232,588 141,258
Property, plant and equipment, net ....................................... 204,884 171,533
Tooling assets, net ...................................................... 24,408 24,800
Intangibles, net ......................................................... 93,458 42,292
Other assets ............................................................. 6,513 8,606
--------- ---------
Total assets ......................................................... $ 561,851 $ 388,489
========= =========
LIABILITIES AND MEMBERS' DEFICIT
Current liabilities:
Current maturities of long-term debt ...................................... $ 16,890 $ 20,666
Accounts payable .......................................................... 125,495 61,043
Other accrued liabilities ................................................. 37,951 22,095
--------- ---------
Total current liabilities ............................................ 180,336 103,804
Long-term debt .............................................................. 341,741 280,372
Capital leases .............................................................. 3,414 3,692
Other long-term obligations ................................................. 10,055 9,080
Minority interest ........................................................... 33,906 --
Members' equity (deficit):
Member contributions ..................................................... 19,355 19,355
Accumulated deficit ...................................................... (26,818) (27,960)
Accumulated other comprehensive income:
Currency translation .................................................. (138) 146
--------- ---------
Total members' equity (deficit) ...................................... (7,601) (8,459)
--------- ---------
Total liabilities and members' equity (deficit) ............................. $ 561,851 $ 388,489
========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 3
KEY PLASTICS L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
<TABLE>
<CAPTION>
For the three months ended
March 31,
(Unaudited)
1999 1998
---- ----
<S> <C> <C>
Net sales ............................................................................... $112,594 $ 82,424
Cost of sales ........................................................................... 91,991 66,707
Selling, general and administrative expenses ............................................ 11,088 8,539
-------- --------
9,515 7,178
Amortization of Goodwill ................................................................ 818 647
Other non-operating income/(expense) .................................................... 198 (81)
Interest expense and amortization of debt issuance costs ................................ 7,506 6,150
-------- --------
Net income (loss) before foreign income taxes, minority
interest ........................................................................... 1,389 300
Minority interest ....................................................................... - 575
Foreign income tax expense .............................................................. 246 62
-------- --------
Net income (loss) ....................................................................... $ 1,143 $ (337)
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 4
KEY PLASTICS L.L.C. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
For the three months ended
March 31,
(Unaudited)
1999 1998
---- ----
<S> <C> <C>
Net cash from operating activities ................................................... $ 6,521 $ (20,965)
--------- ---------
Cash flows from investing activities:
Acquisitions of property, plant and equipment, net ............................... (9,145) (7,803)
Acquisition of Foggini Group of companies ........................................ (23,183) --
Increase in intangible assets .................................................... -- (6,773)
Increase in other assets, net .................................................... -- (1,239)
--------- ---------
Net cash used in investing activities ............................................ (32,328) (15,815)
Cash flows from financing activities:
Net borrowings under debt agreements .............................................. 190,714 121,842
Principal payments under debt agreements and capital lease
obligations ....................................................................... (162,023) (94,591)
Proceeds from sale of equipment ................................................... 3,205 --
Net cash from member capital contributions ....................................... -- 7,225
--------- ---------
Net cash provided by financing activities ............................................ 31,896 34,476
--------- ---------
Net increase (decrease) in cash ...................................................... 6,089 (2,304)
Cash, beginning of year ........................................................... 3,798 6,918
--------- ---------
Cash, end of period .................................................................. $ 9,887 $ 4,614
========= =========
Supplemental disclosure of cash flow information -
Depreciation expense ................................................................ $ 6,871 $ 4,974
Cash paid during the period for interest ............................................ $ 11,313 $ 8,726
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 5
KEY PLASTICS L.L.C.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Financial Statement Presentation:
These financial statements should be read in conjunction with the Key
Plastics L.L.C.'s (the "Company's") consolidated financial statements
for the year ended December 31, 1998 which contain a summary of the
Company's accounting principles and other information. The results of
operations for any interim period should not necessarily be considered
indicative of the results of operations for a full year.
Information for the three months ended March 31, 1999 and 1998 is
unaudited but includes all adjustments, consisting of normal recurring
adjustments, which management considers necessary for a fair
presentation of the Company's consolidated financial position, results
of operations and cash flows. Certain information and footnotes
necessary to comply with generally accepted accounting principles
(GAAP) have been condensed or omitted. All significant intercompany
balances and transactions have been eliminated in consolidation.
Certain items in the 1998 financial statements presented herein have
been reclassified to conform to the current period presentation.
2. Inventories:
Inventories are stated at the lower of cost or market with cost
determined using the FIFO (first in, first out) method. The components
of inventories consisted of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
---- ----
(Dollars in thousands)
Unaudited
<S> <C> <C>
Raw materials $ 28,236 $ 15,709
Work in progress 5,429 3,203
Finished goods 15,965 10,009
Customer tooling in progress 24,169 24,085
-------- --------
$ 73,799 $ 53,006
======== ========
</TABLE>
5
<PAGE> 6
KEY PLASTICS L.L.C.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. Acquisition of Foggini Group of Companies
On March 29, 1999 the Company, through its subsidiary, Foggini-Key
Europe, Sarl, ("Foggini-Key") acquired the Foggini Group of companies
("Foggini"), headquartered in Turin, Italy. Foggini is a manufacturer
and assembler of plastic injection molded components for automotive
OEMs and Tier 1 suppliers in Western Europe. The acquisition of Foggini
adds nine manufacturing facilities spread throughout Italy, France,
Switzerland and the Czech Republic. Foggini has a product offering of
interior trim components and exterior parts that compliments the
existing Key business. The acquisition of Foggini has been accounted
for using the Purchase Method. The purchase was completed with a
payment of approximately $23 million on March 29, assumed debt of $38
million, an obligation to pay $19 million on June 30, 1999 and the
contribution of 35% equity of Foggini-Key Europe Sarl.
The results of operations include Foggini from the date of
acquisition, March 29, 1999. The consolidated balance sheet at March
31, 1999 includes the unaudited balance sheet of Foggini with estimated
adjustments to comply with United States GAAP. The audit of the Foggini
financial statements will be completed during the second quarter of
1999. Proforma financial statements giving affect to this acquisition
will be presented at a future date.
On March 26, 1999, the Company refinanced a portion of its existing
term loans and all of its revolving debt under its primary credit
facility (the "Senior Credit Agreement" and incurred new debt through
amendment to, and restatement of the Senior Credit Agreement (the "New
Senior Credit Facility"). The new debt was used to fund the cash
portion of the Foggini acquisition and replace certain assumed debt in
that transaction. The New Senior Credit Facility includes two
amortizing term loans totaling $180 million and a $120 million
revolving credit facility. Final maturity for the amortizing term loans
occurs in 2005 and 2006. The maturity for the revolving credit facility
occurs in 2006.
4. Comprehensive Income
Effective January 1, 1999, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income." This
statement requires that all items recognized under accounting standards
as components of comprehensive earnings be reported in an annual
financial statement that is displayed with the same prominence as other
annual financial statements. This statement also requires an entity to
classify items of other comprehensive earnings by their nature in an
annual financial statement as defined. The Company's total
comprehensive earnings were as follows:
6
<PAGE> 7
Comprehensive Income (Continued)
<TABLE>
<CAPTION>
For the three months
ended March 31,
1999 1998
----- ----
(Dollars in thousands)
Unaudited
<S> <C> <C>
Net earnings (loss) $1,143 $ (337)
Other comprehensive income:
Currency translation (284) 12
------ ------
Total comprehensive earnings (loss) $ 859 $ (325)
</TABLE>
5. Segment Data
The Company is a global supplier of highly engineered plastic
components for the automotive industry. Its comprehensive plastics
manufacturing capabilities include design and engineering,
high-precision injection molding, automated manufacturing and assembly,
plastic painting and material and product testing. All of these
activities constitute a single operating segment. Financial information
summarized by geographic area is as follows:
<TABLE>
<CAPTION>
For the three months ended
and as of March 31,
Unaudited
NET SALES: 1999 1998
---------- ---- ----
<S> <C> <C>
United States $77,868 $56,659
United Kingdom 13,121 9,163
Other Europe 11,889 11,758
Other North America 9,716 4,844
-------- --------
TOTAL $112,594 $82,424
LONG-LIVED ASSETS
United States 115,200 91,379
United Kingdom 19,196 8,425
France 17,784 1,795
Italy 19,366 -
Other Europe 13,558 13,847
Other North America 19,780 9,668
-------- -------
TOTAL $204,884 $125,114
</TABLE>
Transfers between geographic areas are not significant, and when made,
are recorded at prices comparable to normal unaffiliated customer
sales.
7
<PAGE> 8
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
KEY PLASTICS L.L.C.
Certain statements contained or incorporated in this Quarterly Report on Form
10-Q, which are not statements of historical fact, constitute "Forward-Looking
Statement" within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Act"). The Company pursuant to the "Safe-Harbor" provisions of the
Act makes such statements in good faith.
Forward-looking statements include financial projections, estimates, and
statement regarding plans, objectives and expectations of the Company and its
management, including, without limitation, the Foggini acquisition, plans to
address computer software issues related to the approach of the year 2000, and
other risk factors set forth in the Company's 1998 Form 10-K, which are
incorporated herein by reference.
Forward-looking statements may involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of the Company to differ materially from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such risks, uncertainties and other factors include, without
limitation, those relating to the combination of the Company's business with
that of Foggini, operating efficiencies and restructuring charges in connection
with the acquisition, conditions in the automotive components industry, certain
global and regional economic conditions and other factors detailed herein and
from time to time in the documents incorporated by reference herein. Moreover,
the Company's plans, objectives and intentions are subject to change based on
these and other factors (some of which are beyond the Company's control).
8
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Below is a summary of period-to-period changes in the principal items
of the condensed statements of operations. This is followed by a discussion and
analysis of significant factors affecting the Company's earnings for the period.
<TABLE>
<CAPTION>
Comparison of Results of Operations
Increase (Decrease)
(Dollars in millions)
Three Months Ended
------------------
March 31,1999 vs.
March 31, 1998
<S> <C> <C>
Net sales $30.2 37%
Cost of sales 25.3 38%
Gross profit 4.9 31%
Selling, general and
Administrative expenses 2.5 30%
Amortization of goodwill 0.2 26%
Interest expense, net 1.4 22%
</TABLE>
9
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Three months ended March 31,1999 compared to three months ended March 31,1998.
Net sales for the first quarter of 1999 were $112.6 million, which was $30.2
million, or 37% higher than the comparable quarter of 1998. Revenues from
operations acquired in the last 12 months accounted for approximately half of
the sales increase over the 1998 first quarter. Sales in the base business
(operations held as of January 1, 1998) increased by $10.0 million through a
combination of additional programs and volume increases. Tooling revenues were
also up about $3 million year over year.
Gross profit in the first quarter of 1999 was $20.6 million, or 18.3% of sales,
compared to $15.7 million, or 19.1% of sales in the first quarter of 1998. The
increased gross profit is attributed to the increased sales. The decrease in
gross profit as a percentage of sales of 0.8% is primarily attributable to
certain of the Company's recent acquisitions.
Selling, general and administrative ("SG&A") expenses increased by $2.5 million
to $11.1 million, or 9.8% of sales, compared to 10.4% of sales in the first
quarter of 1998. The decrease in SG&A as a percent of sales is attributed to
lower SG&A requirements to support the Company's continued growth.
Interest expense was $7.5 million for the quarter, a net increase of $1.3
million over the same period for 1998. The increase is primarily the result of
debt incurred to finance 1998 and 1999 acquisitions.
10
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
On March 26, 1999, the Company refinanced a portion of its existing term loans
and all of its revolving debt under the Senior Credit Agreement and incurred new
debt through the New Senior Credit Facility. The new debt was principally used
to fund the cash and assumed debt portions of the Foggini acquisition,
consummated on March 29, 1999. The New Senior Credit Facility includes two
amortizing term loans totaling $180 million and a $120 million revolving
facility. Final maturity for the amortizing term loans occurs in 2005 and 2006.
The maturity for the revolving facility occurs in 2006. Interest rates for the
New Senior Credit Facility are based on a matrix and result in rates generally
starting between 300 and 350 basis points above LIBOR.
The Company's principal cash requirements are to meet its debt payments, fund
its capital plan (including, where necessary, acquisitions) and meet its working
capital needs. The Company anticipates its operating cash flow, together with
additional available borrowings under the New Senior Credit Facility, will be
sufficient to meet the aforementioned requirements.
Net cash provided from operations was approximately $9.7 million in the first
quarter of 1999 compared to $20.9 million used in the 1998 first quarter. The
year over year increase in cash generated from operations primarily relates to
working capital reductions and improved profitability.
Net cash used in investing activities in the first three months of 1999 was
$122.2 million compared to $15.8 million for the same period of 1998. The
significant year over year change is attributable to the Foggini acquisition,
which was completed on March 29, 1999 with cash, assumed debt and the transfer
of 35% ownership of Foggini-Key in a transaction valued at $113.1 million.
Capital expenditures include injection molding machines, assembly equipment and
automation. The Company believes 1999 capital spending will be approximately $37
million. Actual capital expenditures may be greater as a result of acquisitions
or new business opportunities.
Net cash provided by financing activities in 1999 was $118.6 million which
primarily relates to the acquisition of Foggini discussed elsewhere herein.
At March 31, 1999, the Company had total indebtedness of $358.6 million, of
which $125.0 million was incurred pursuant to issuance in 1997 of its 10.25%
Senior Subordinated Notes due 2007, $211.9 million was incurred pursuant to the
Company's New Senior Credit Agreement and $14 million represents the remaining
principal balance outstanding for the Company's issuance in 1992 of its 14%
Senior Notes due 1999. Availability under the revolving portion of the New
Senior Credit Facility was approximately $21.1 million as of March 31, 1999.
YEAR 2000 COSTS
The Year 2000 problem relates to computer systems that have time and
date-sensitive programs that were designed to read years beginning with "19",
but may not properly recognize the Year 2000. If a computer system or software
application used by the Company or a third party dealing with the Company fails
because of the
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<PAGE> 12
inability of the system or application to properly read the Year 2000, the
result could have a material adverse effect on the Company.
READINESS/CONTINGENCY PLANS
For its information technology, the Company currently utilizes an IBM
AS400-based computing environment which is complimented by a series of
local-area networks (LAN) and stand alone personal computers. Substantially all
operating systems related to the AS400 and LANs have been updated to comply with
Year 2000 requirements. In addition, upgraded versions of the Company's
financial, manufacturing and other software applications, which are Year 2000
ready, are available and are now in the process of being integrated into the
Company's systems. The Company expects this integration to be complete by the
end of the second quarter of 1999. Plans are in place to replace non-compliant
personal computers during the first half of 1999. Contingency plans are also
presently under development for these systems.
The Company also has a program to determine the Year 2000 compliance efforts of
its equipment and material suppliers. The Company has sent comprehensive
questionnaires to all of its significant suppliers regarding their Year 2000
compliance and is attempting to identify any problem areas with respect to those
suppliers. Most suppliers responding state they plan to be Year 2000 compliant
by 2000. This is an ongoing program and the Company's response to specific
problems will depend upon its assessment of the risk that such problems may
cause. The Company cannot guarantee that Year 2000 problems originating with
suppliers will not occur and if they do occur, that they will not have a
material adverse impact on the Company. The Company will develop contingency
plans to address specific problems as they are identified.
The Company is also reviewing its building and utility systems for the impact of
Year 2000. Many of the systems in this area are Year 2000 ready. While there is
no reason to expect utility suppliers to not be Year 2000 compliant, there can
be no assurance that these suppliers will in fact meet the Company's
requirements. The failure of any supplier to achieve Year 2000 compliance could
cause a shutdown of one or more of the Company's plants, which could adversely
impact the Company's ability to supply products to its customers. At this time
the Company has draft contingency plans developed for these systems, a final
version is expected by September 30, 1999. In the case of utilities, alternative
suppliers may not be available.
The Company uses non-mainframe computers and software in production processes
throughout the world. The Company is presently evaluating the readiness of the
computer systems used in those processes. Findings to-date indicate minimal
changes will be required to achieve Year 2000 readiness. There can be no
assurance that the Company will identify and correct every Year 2000 problem in
the computer applications used in its production processes. The Company does not
believe contingency plans for these systems will be necessary.
RISKS
As a critical supplier to automotive OEM and Tier 1 suppliers, the Company's
major exposure for Year 2000 problems is that of shutting down production at one
of its customer's factories. The costs associated with such an occurrence could
have a material adverse impact on the Company's results of operations.
COSTS TO ADDRESS YEAR 2000 ISSUES
The Company estimates the total cost of completing any required modifications,
upgrades or replacements will
12
<PAGE> 13
not have a material adverse effect on the Company's results of operations. This
estimate is being monitored and will be revised as additional information
becomes available.
The foregoing disclosure contains information regarding Year 2000 readiness,
which constitutes a "Year 2000 Readiness Disclosure" as defined in the Year 2000
Readiness Disclosure Act.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to a variety of market risks, including foreign currency
exchange rate fluctuations and interest rate fluctuations on its variable
borrowings.
FOREIGN CURRENCY RISK
A portion of the Company's operations consists of manufacturing and sales
activities outside of the United States. The Company manufactures and sells
products in Canada, Mexico, England, France, Portugal, Italy, Switzerland and
the Czech Republic. As a result, the Company's financial results could be
significantly affected by factors such as changes in foreign currency exchange
rates or weak economic conditions in the foreign markets in which the Company
distributes its products. The functional currency for all of the Company's
operations, with the exception of Mexico, is the currency of the country selling
the products. The US dollar is the functional currency of the Company's
Mexican operations. As such, the Company's operating results are exposed to
exchange rate fluctuations at its foreign locations.
At December 31, 1998, the Company's net assets subject to foreign currency
translation risk approximate $40 million. The potential loss from a
hypothetical 10% adverse change in quoted foreign currency exchange rates would
be approximately $4 million. This model assumes a parallel adverse shift in
currency exchange rates which is not widely viewed as likely. As such, this
assumption may overstate the impact of exchange rate changes on individual
assets and liabilities denominated in a foreign currency.
At March 31, 1999, the Company held foreign exchange forward contracts with a
notional value of approximately $56 million. The contracts hedge US dollar
debt at certain of the European subsidiaries.
INTEREST RATE RISK
Approximately two thirds of the Company's borrowings carry variable interest
rates tied to the US prime rate or LIBOR rates, which are subject to
fluctuations beyond the control of the Company. The Company also has fixed
long-term borrowings which partially mitigate the impact of potential interest
rate fluctuations.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibit 3 - A list of exhibits required to be filed as part of this
Form 10-Q is included under the heading "Exhibit Index" included in
this Form 10-Q and incorporated herein by reference.
(b) Reports on Form 8-K - A Form 8-K was filed on April 13, 1999 to report
the acquisition of the Foggini Group of companies which was completed
on March 29, 1999.
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<PAGE> 14
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.
KEY PLASTICS L.L.C.
By: /S/ Joseph A. White
-------------------------------------
Joseph A. White
Vice President & Chief Financial Officer
(on behalf of the registrant
and as Principal Financial Officer)
And: /S/ David M. Smith
------------------------------
David M. Smith
Corporate Controller
(Principal Accounting Officer)
Dated: May 10, 1999
14
<PAGE> 15
Exhibit Index
Exhibit No. Description
- ----------- -----------
2.1 Share Purchase Agreement, dated as of March 29, 1999, between
Foggini-Key and Massimo Foggini, Giovanni Foggini, Paolo
Foggini, and Maria Alba Foggini (collectively, the "Sellers").
Incorporated herein by reference to Exhibit 2.1 of the Company's
Current Report on Form 10-K for the year ended December 31,
1998.
10.1 Credit Agreement, dated as of March 26, 1999, by and among the
Company, the borrowing subsidiaries (as defined therein), the
lenders party thereto from time to time and NBD Bank, as agent
for such lenders. Incorporated herein by reference to Exhibit
10.1 of the Company's Current Report on Form 10-K for the year
ended December 31, 1998.
10.7 Shareholders Agreement, dated as of March 29, 1999, between the
Sellers, the Company, Key Plastics Automotive L.L.C., Key
Plastics International L.L.C. and Foggini-Key. Incorporated
herein by reference to Exhibit 10.7 of the Company's Current
Report on Form 10-K for the year ended December 31, 1998.
10.8 Unilateral Promise to Sell Shares, dated as of March 29, 1999
between the Company and the Sellers. Incorporated herein by
reference to Exhibit 10.8 of the Company's Current Report on
Form 10-K for the year ended December 31, 1998.
27.1 Financial Date Schedule (EDGAR version only).
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 9,887
<SECURITIES> 0
<RECEIVABLES> 139,077
<ALLOWANCES> 0
<INVENTORY> 73,799
<CURRENT-ASSETS> 232,588
<PP&E> 204,884
<DEPRECIATION> 0
<TOTAL-ASSETS> 561,851
<CURRENT-LIABILITIES> 180,336
<BONDS> 341,741
0
0
<COMMON> 0
<OTHER-SE> (7,601)
<TOTAL-LIABILITY-AND-EQUITY> 561,851
<SALES> 112,594
<TOTAL-REVENUES> 112,594
<CGS> 91,991
<TOTAL-COSTS> 103,079
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,506
<INCOME-PRETAX> 1,389
<INCOME-TAX> 246
<INCOME-CONTINUING> 1,143
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,143
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
