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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended October 2, 1999 Commission File No. 1-1790
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DI GIORGIO CORPORATION
(Exact name of registrant as specified in its charter)
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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 ____
As of October 29, 1999, there were outstanding 78.1158 shares of Class A Common
Stock and 78.8690 shares of Class B Common Stock. The aggregate market value of
the voting stock held by non-affiliates of the registrant is $0 because all
voting stock is held by affiliates of the registrant.
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DI GIORGIO CORPORATION AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets,
January 2, 1999 and October 2, 1999 (Unaudited).....................1
Consolidated Condensed Statements of Operations,
Thirty-Nine Weeks and Thirteen Weeks Ended
September 26, 1998 and October 2, 1999 (Unaudited) .................2
Consolidated Condensed Statement of Stockholders'
Equity (Deficiency), Thirty-Nine Weeks Ended
September 26, 1998 (Unaudited) .....................................3
Consolidated Condensed Statements of Cash Flows,
Thirty-Nine Weeks Ended September 26, 1998 and
October 2, 1999 (Unaudited) ........................................4
Notes to Consolidated Condensed Financial Statements (Unaudited)........5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................6
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ..............................12
Signatures...................................................................13
DI GIORGIO CORPORATION and SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
January 2, October 2,
1999 1999
(Unaudited)
ASSETS
Current Assets:
Cash........................................ $459 $9,089
Accounts and notes receivable-net........... 83,012 90,261
Inventories................................. 60,482 59,782
Deferred Taxes.............................. 11,283 6,469
Prepaid expenses............................ 3,055 3,619
----- -----
Total current assets.................. 158,291 169,220
------- -------
Property, Plant & Equipment
Cost........................................ 18,652 19,797
Accumulated depreciation.................... (10,319) (10,985)
------ ------
Net......................................... 8,333 8,812
------ ------
Long-term notes receivable.................... 11,844 13,454
Deferred taxes................................ 2,063 2,063
Other assets.................................. 13,193 11,804
Deferred financing costs...................... 4,935 4,849
Excess of costs over net assets acquired...... 76,169 74,350
------ ------
Total assets......................... $274,828 $284,552
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities:
Notes payable-revolver...................... $20,628 $9,999
Accounts payable............................ 71,616 79,003
Accrued expenses............................ 24,719 32,856
Notes and leases payable within one year.... 211 180
----- -----
Total current liabilities............. 117,174 122,038
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Long-term debt................................ 155,000 155,000
Capital lease liability....................... 2,288 2,162
Other long-term liabilities................... 4,067 3,469
Stockholders' equity (deficiency):
Common stock................................ - -
Additional paid-in-capital.................. 8,002 8,002
Accumulated deficit......................... (11,703) (6,119)
------ -----
Total stockholders' equity (deficiency) (3,701) 1,883
------ ------
Total liabilities &
stockholder's equity (deficiency)... $274,828 $284,552
======== ========
See Notes to Consolidated Condensed Financial Statements
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<PAGE>
DI GIORGIO CORPORATION and SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(in thousands)
(unaudited)
Thirteen weeks ended Thirty-Nine weeks ended
-------------------- -----------------------
Sept 26, Oct 2, Sept 26, Oct 2,
1998 1999 1998 1999
Revenue:
Net sales..................$280,360 $337,306 $844,611 $1,038,359
Other revenue.............. 1,991 1,838 5,501 5,918
----- ----- ----- -----
Total revenue....... 282,351 339,144 850,112 1,044,277
Cost of products sold....... 253,612 305,232 763,147 942,237
------- ------- ------- -------
Gross profit-exclusive of
warehouse expense shown
below...................... 28,739 33,912 86,965 102,040
Warehouse expense......... 12,557 12,457 36,582 38,997
Transportation expense.... 6,050 6,580 18,200 19,956
Selling, general and
administrative expense.... 5,424 6,540 17,133 19,654
Amortization-excess of cost
over net assets acquired.. 615 606 1,845 1,819
----- ----- ------ -----
Operating income............ 4,093 7,729 13,205 21,614
Interest expense.......... 4,496 4,120 13,592 12,656
Amortization-deferred
financing costs.......... 180 180 540 540
Other (income)-net........ (7,835) (671) (8,912) (1,980)
----- ----- ----- -----
Income before income taxes and
extraordinary items....... 7,252 4,100 7,985 10,398
Income tax expense.......... 3,119 1,858 3,849 4,814
----- ----- ----- -----
Income before
extraordinary items........ 4,133 2,242 4,136 5,584
Extraordinary loss on
extinguishment of
debt-net of tax............ 0 0 (201) 0
--- --- --- ---
Net income.................. $4,133 $2,242 $3,935 $5,584
===== ===== ===== =====
See Notes to Consolidated Condensed Financial Statements
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DI GIORGIO CORPORATION and SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(in thousands, except share data)
(unaudited)
Additional
Class A Class B Paid-In (Accumulated
Common Stock Common Stock Capital Deficit) Total
------------ ------------ ------- ------- ------
Shares Total Shares Total
Balance at
January 2,
1999 78.1158 $ -- 78.8690 $ -- $ 8,002 ($11,703) ($3,701)
Net income -- -- -- -- -- 5,584 5,584
------ ---- ------- ---- ------- ------- ------
Balance at
October 2,
1999 78.1158 $ -- 78.8690 $ -- $ 8,002 ($6,119) $1,883
======= ==== ======= ==== ======= ======= ======
See Notes to Consolidated Condensed Financial Statements
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<PAGE>
DI GIORGIO CORPORATION and SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Thirty-nine weeks ended
Sept 26, 1998 Oct 2, 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ............................................... $3,935 $5,584
Adjustments to reconcile net income to net cash
provided by operating activities
Extraordinary loss on debt extinguishment-net.......... 201 0
Depreciation and amortization.......................... 1,951 1,107
Amortization........................................... 4,033 3,966
Provision for doubtful accounts........................ 825 900
Increase in prepaid pension cost....................... (225) (200)
Deferred taxes......................................... 0 4,814
Impairment loss on leasehold improvements.............. 3,000 0
Gain on sale of Garden City facility................... (3,400) 0
Changes in assets and liabilities:
(Increase) decrease in:
Accounts & notes receivable............................ (6,740) (8,149)
Inventory.............................................. 3,401 700
Prepaid expenses....................................... (239) (564)
Long-term receivables.................................. (167) (1,610)
Others assets.......................................... (138) (20)
Increase in:
Accounts payable....................................... 4,668 7,387
Accrued expenses and other liabilities................. 8,213 7,537
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Net cash provided by operating activities................. 19,318 21,452
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CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant, & equipment................. (2,782) (1,586)
Net proceeds from Garden City facility sale............... 13,867 0
------ ------
Net cash provided by (used in) investing activities....... 11,085 (1,586)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net repayments under revolving line-of-credit............. (5,912) (10,629)
Financing fees paid....................................... 0 (450)
Premiums paid in connection with debt redemption.......... (335) 0
Capital stock repurchase.................................. (5,000) 0
Long-term debt payments................................... (19,602) 0
Capital lease payments.................................... (146) (157)
------- -------
Net cash used in financing activities..................... (30,995) (11,236)
------ ------
Increase (decrease)in cash................................ (592) 8,630
Cash at beginning of period............................... 2,426 459
----- -----
Cash at end of period..................................... $1,834 $9,089
===== =====
Supplemental Disclosure of Cash Flow Information
Cash paid during the period:
Interest............................................... $10,135 $8,828
====== ======
Income taxes (refunds)................................. ($2) $157
=== ====
See Notes to Consolidated Condensed Financial Statements
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DI GIORGIO CORPORATION AND SUBSIDIARIES
NOTES TO
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (UNAUDITED)
1. BASIS OF PRESENTATION
The consolidated condensed balance sheet as of October 2, 1999, the consolidated
condensed statements of operations for the thirteen weeks and the thirty-nine
weeks ended September 26, 1998 and October 2, 1999, the consolidated condensed
statements of cash flows for the thirty-nine weeks ended September 26, 1998 and
October 2, 1999, and stockholders' deficiency for the thirty-nine weeks ended
October 2, 1999, and related notes are unaudited and have been prepared in
accordance with generally accepted accounting principles for interim financial
information and pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been omitted pursuant to such rules and
regulations. The accompanying unaudited interim consolidated condensed financial
statements and related notes should be read in conjunction with the financial
statements and related notes included in the Form 10-K for the fiscal year ended
January 2, 1999 and the Form 10-Q for the periods ended April 3, 1999 and July
3, 1999 filed with the Securities and Exchange Commission. The information
furnished reflects, in the opinion of the management of the Company, all
adjustments, consisting of normal recurring accruals, which are necessary to
present a fair statement of the results for the interim periods presented.
The interim figures are not necessarily indicative of the results to be expected
for the full fiscal year.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Forward- Looking Statements
Forward-looking statements in this Form 10-Q include, without limitation,
statements relating to the Company's plans, strategies, objectives,
expectations, intentions and adequacy of resources and are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or achievement
of the Company to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. These
factors include, among others, the following: general economic and business
conditions and those in particular in the New York City metropolitan area;
restrictions imposed by the documents governing the Company's indebtedness;
competition; the Company's reliance on several significant customers; potential
losses from loans to its retailers; potential environmental liabilities which
the Company may have; the Company's labor relations; dependence on key
personnel; changes in business regulation; business abilities and judgment of
personnel; year 2000 computer related issues; and changes in, or failure to
comply with government regulations.
Results of Operations
Thirteen weeks ended October 2, 1999 and September 26, 1998
Net sales for the thirteen weeks ended October 2, 1999 were $337.3 million as
compared to $280.4 million for the thirteen weeks ended September 26, 1998. This
20.3% increase in net sales primarily reflects sales to several new customers
operating supermarkets under the Foodtown banner that the Company began
servicing in late December 1998, as well as increased sales to existing
customers.
Other revenue, consisting of recurring customer related services, decreased to
$1.8 million for the thirteen weeks ended October 2, 1999 as compared to $2.0
million in the prior period. The decline reflects the cessation of the Company's
storage businesses in Garden City, NY and Kearny, NJ partially offset by
additional other revenues.
Gross margin (excluding warehouse expense) decreased to 10.1% of net sales or
$33.9 million for the thirteen weeks ended October 2, 1999 as compared to 10.3%
of net sales or $28.7 million for the prior period, as a result of a change in
mix of both customers and products sold. As compared to the first and second
quarters of 1999, gross profit increased from 9.7% of net sales. The Company
has, and will continue to take steps to maintain and improve its margins;
however, factors such as the additions of high volume, low margin customers, the
decrease in manufacturers' promotional activities, changes in product mix, or
competitive pricing pressures may continue to have an effect on gross margin.
Warehouse expense decreased as a percentage of net sales to 3.7% or $12.5
million for the thirteen weeks ended October 2, 1999 as compared to 4.5% of net
sales or $12.6 million in the prior period reflecting the combined effect of (i)
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applying largely fixed costs to higher revenues and (ii) the elimination of the
costs of operating two frozen food facilities as operations ceased at the Garden
City facility in April 1999.
Transportation expense decreased to 2.0% of net sales or $6.6 million for the
thirteen weeks ended October 2, 1999 as compared to 2.2% of net sales or $6.1
million in the prior period due to greater efficiencies and a change in the
Company's customer base.
Selling, general and administrative expense remained constant at 1.9% of net
sales or $6.5 million for the thirteen weeks ended October 2, 1999 as compared
to 1.9% of net sales or $5.4 million for the prior period.
Other income, net of other expenses, was $671,000 for the thirteen weeks ended
October 2, 1999 as compared to $596,000 for the prior period, excluding the
recording of $7.2 million of income in the prior period from Fleming Companies,
Inc.
Interest expense decreased to $4.1 million for the thirteen weeks ended October
2, 1999 from $4.5 million for the prior period due to lower average outstanding
levels of the Company's funded debt.
The Company recorded an income tax provision of $1.9 million, resulting in an
effective income tax rate of 45% for the thirteen weeks ended October 2, 1999 as
compared to a provision of $3.1 million resulting in an effective rate of 43% in
the prior period. The Company's estimated effective tax rate is higher than the
statutory tax rate primarily because of the nondeductibility of certain of the
Company's amortization of the excess of cost over net assets acquired; however,
due to net operating loss carryforwards for tax purposes, the Company does not
expect to pay federal income tax for the current year with the exception of an
alternative minimum tax.
The Company recorded net income for the thirteen weeks ended October 2, 1999 of
$2.2 million as compared to net income of $4.1 million in the prior period.
Thirty-nine weeks ended September 26, 1998 and October 2, 1999
Net sales for the thirty-nine weeks ended October 2, 1999 were $1,038.4 million
as compared to $844.6 million for the thirty-nine weeks ended September 26,
1998. This 22.9% increase in net sales primarily reflects sales to several new
customers operating supermarkets under the Foodtown banner that the Company
began servicing in late December 1998, as well as increased sales to existing
customers.
Other revenue, consisting of recurring customer related services, increased to
$5.9 million for the thirty-nine weeks ended October 2, 1999 as compared to $5.5
million in the prior period as a result of the Company's overall increased
business.
Gross margin (excluding warehouse expense) decreased to 9.8% of net sales or
$102.0 million for the thirty-nine weeks ended October 2, 1999 as compared to
10.3% of net sales or $87.0 million for the prior period, as a result of a
change in mix of both customers and products sold. The Company has, and will
continue to, take steps to maintain and improve its margins; however, as
indicated by the comparative decrease in gross margin, factors such as the
additions of high volume, low margin customers, the decrease in manufacturers'
promotional activities, changes in product mix, or competitive pricing pressures
may continue to have an effect on gross margin.
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Warehouse expense decreased as a percentage of net sales to 3.8% of net sales or
$39.0 million for the thirty-nine weeks ended October 2, 1999 as compared to
4.3% of net sales or $36.6 million reflecting the combined effect of (i)
applying largely fixed costs to higher revenues and (ii) the elimination of the
costs of operating two frozen food facilities as operations ceased at the Garden
City facility in April 1999.
Transportation expense decreased to 1.9% of net sales or $20.0 million for the
thirty-nine weeks ended October 2, 1999 as compared to 2.2% of net sales or
$18.2 million in the prior period due to greater efficiencies and a change in
the Company's customer base.
Selling, general and administrative expense declined to 1.9% of net sales or
$19.7 million for the thirty-nine weeks ended October 2, 1999 as compared to
2.0% of net sales or $17.1 million for the prior period due to the effect of
applying largely fixed costs to higher revenues.
Other income, net of other expenses, increased to $2.0 million for the
thirty-nine weeks ended October 2, 1999 as compared to $1.7 million for the
prior period, excluding the recording of $7.2 million of income in the prior
period from Fleming Companies, Inc as a result of the renegotiation of a
contract.
Interest expense decreased to $12.7 million for the thirty-nine weeks ended
October 2, 1999 from $13.6 million for the prior period due to lower average
outstanding levels of the Company's funded debt.
The Company recorded an income tax provision of $4.8 million, resulting in an
effective income tax rate of 46% for the thirty-nine weeks ended October 2, 1999
as compared to a provision of $3.8 million resulting in an effective rate of 48%
in the prior period. The Company's estimated effective tax rate is higher than
the statutory tax rate primarily because of the nondeductibility of certain of
the Company's amortization of the excess of cost over net assets acquired;
however, due to net operating loss carryforwards for tax purposes, the Company
does not expect to pay federal income tax for the current year with the
exception of an alternative minimum tax.
The Company recorded net income for the thirty-nine weeks ended October 2, 1999
of $5.6 million as compared to $3.9 million, which included an extraordinary
loss of $201,000, in the prior period.
Liquidity and Capital Resources
Cash flows from operations and amounts available under the Company's $90 million
bank credit facility are the Company's principal sources of liquidity. The
Company's bank credit facility was amended effective August 1, 1999 and is now
scheduled to mature on June 30, 2004 and bears interest at a rate per annum
equal to (at the Company's option): (i) the Euro Dollar Offering Rate plus
1.625% or (ii) the bank's prime rate.
Borrowings under the Company's revolving bank credit facility were $10.0 million
(excluding $5.3 million of outstanding letters of credit) at October 3, 1999.
Additional borrowing capacity of $78.8 million was available at that time under
the Company's then current, borrowing base certificate. The Company believes
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that these sources will be adequate to meet the Company's currently anticipated
working capital needs, capital expenditures, and debt service requirements
during the next four fiscal quarters.
During the thirty-nine weeks ended October 2, 1999, cash flows provided by
operating activities were $21.5 million, consisting primarily of (i) cash
generated from income before non-cash expenses of $16.2 million and (ii) an
increase in accounts payable, accrued expenses, and other liabilities of $14.9
million, offset by an increase in accounts and notes receivable of $9.8 million.
Cash flows used in investing activities during the thirty-nine weeks ended
October 2, 1999 were approximately $1.6 million which was used exclusively for
capital expenditures. Net cash used in financing activities of approximately
$11.2 million was utilized primarily to reduce the amount outstanding under the
Company's bank revolver and capital leases.
EBITDA, defined as earnings before interest expense, income taxes, depreciation
and amortization, was $28.1 million during the thirty-nine weeks ended October
2, 1999 as compared to $20.3 million in the prior period, excluding the one time
recording of $7.2 million of income with respect to Fleming. The Company has
presented EBITDA supplementally because management believes this information is
useful given the significance of the Company's depreciation and amortization and
because of its highly leveraged financial position. This data should not be
considered as an alternative to any measure of performance or liquidity as
promulgated under generally accepted accounting principles (such as net
income/loss or cash provided by/used in operating, investing and financing
activities), nor should it be considered as an indicator of the Company's
overall financial performance. Also, the EBITDA definition used herein may not
be comparable to similarly titled measures reported by other companies.
As part of the Company's 1998 $4.2 million facility integration and abandonment
expense, related to the shut down of the Garden City facility and the move of
its frozen business to Carteret, New Jersey, the Company recorded a reserve of
$2.8 million consisting of (i) $2.2 million for rent and real estate taxes from
May 1, 1999, the anticipated closure date of the facility, through March 31,
2000, the lease termination date, and (ii) $600,000 for the removal of certain
equipment. As of October 2, 1999, the balance of the facility integration and
abandonment reserve was $1.3 million, all of which is expected to be expended
before March 31, 2000. As planned, the Company ceased operations in the facility
in the second quarter of 1999 and is in the process of decommissioning the
facility.
The consolidated indebtedness of the Company decreased to $167.3 million at
October 2, 1999 as compared to $178.1 million at January 2, 1999. Stockholders'
equity was $1.9 million on October 2, 1999 as compared to a deficiency of $3.7
million on January 2, 1999.
Under the terms of the Company's revolving bank credit facility, the Company is
required to meet certain financial tests, including minimum interest coverage
ratios. As of October 2, 1999, the Company was in compliance with its covenants.
From time to time when the Company considered market conditions attractive, the
Company has purchased on the open market a portion of its public debt and may in
the future purchase and retire a portion of its outstanding public debt. In
addition, the bank credit facility now allows the payment of dividends under
certain circumstances.
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The Company is continually evaluating a number of growth strategies including
expanding its product categories by acquisition or start up and expansion of the
Company's retail presence. In addition, the Company is continuing its
development and implementation of its internet based, home delivery and ordering
system, EasyGrocer.Com. Currently the service is available in the borough of
Manhattan in New York City.
Year 2000 Computer Issues
State of readiness
The Company has implemented a Year 2000 compliance program designed to insure
that the Company's computer systems and applications will function properly
beyond 1999. The program is led by the Company's vice president of information
systems and consists of employees from across division lines. The Company
believes it has identified all of the systems which need testing, including but
not limited to its traditional computer systems as well as those systems
containing embedded chip technology commonly found in buildings and equipment
connected with a building's infrastructure such as heating, refrigeration and
air conditioning systems, security systems and telephones. The vast majority of
testing to determine if a system is Year 2000 compliant is complete. The
remediation phase is substantially complete and the compliant systems are
currently in use. The Company plans to continue testing its systems to determine
compliance and immediately address problems should they occur.
Costs
The total expected cost of the Company's Year 2000 compliance program is
projected to be less than $1.5 million, consisting primarily of internal
salaries, of which approximately $1.2 million has been spent as of October 2,
1999. All costs are expensed as incurred.
Risks
Although the full consequences are unknown, the failure of one of the Company's
critical computer systems or the failure of an outside system, such as that of
the Federal Reserve or the electric utilities, may result in the interruption of
the Company's business which may result in a material adverse effect on the
results of operations or financial condition of the Company. With particular
respect to inventory purchased for resale from the Company's 1,120 vendors, the
Company does not expect that any vendor's Year 2000 problems would have a
long-term negative effect on the Company due to the diversity of product
availability in the market and the Company's expectations that none of its
competitors would receive that product either, so the Company and the Company's
customers would not be at a competitive disadvantage.
With respect to the Company's larger customers, communications are ongoing with
respect to their progress in managing Year 2000 issues such as insuring the
integrity of the procurement system as well as helping the smaller customers'
critical needs such as cash registers and point-of-sale (POS) systems. Despite
the relative lack of problems encountered in these discussions with both large
and small customers of the Company to date, the Company has no direct
confirmation or control of our customers' Year 2000 remediation efforts, and
there can be no assurance that system failures, which may cause material adverse
results to our customers, would not have an adverse effect on the Company.
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Contingency Plans
The Company is in the process of developing contingency plans for those areas
which might be effected by the Year 2000 problem; however, there can be no
assurances that a contingency plan will exist for all situations.
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<PAGE>
II-OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K. None
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
DI GIORGIO CORPORATION
By: /s/ Arthur M. Goldberg
Arthur M. Goldberg
Chairman, President and Chief
Executive Officer
By: /s/ Richard B. Neff
Richard B. Neff
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: November 4, 1999
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED BALANCE SHEETS, STATEMENTS OF OPERATIONS, STATEMENT OF
STOCKHOLDERS' EQUITY (DEFICIENCY) AND STATEMENT OF CASH FLOWS FROM FORM 10Q FOR
THE PERIOD ENDED OCTOBER 2, 1999.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-1-2000
<PERIOD-START> JAN-2-1999
<PERIOD-END> OCT-2-1999
<CASH> 9,089
<SECURITIES> 0
<RECEIVABLES> 95,160
<ALLOWANCES> 4,896
<INVENTORY> 59,782
<CURRENT-ASSETS> 10,088
<PP&E> 19,797
<DEPRECIATION> 10,985
<TOTAL-ASSETS> 284,552
<CURRENT-LIABILITIES> 122,038
<BONDS> 155,000
0
0
<COMMON> 0
<OTHER-SE> 1,883
<TOTAL-LIABILITY-AND-EQUITY> 284,552
<SALES> 1,038,359
<TOTAL-REVENUES> 1,044,277
<CGS> 942,237
<TOTAL-COSTS> 1,020,844
<OTHER-EXPENSES> 379
<LOSS-PROVISION> 900
<INTEREST-EXPENSE> 12,656
<INCOME-PRETAX> 10,398
<INCOME-TAX> 4,814
<INCOME-CONTINUING> 5,584
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,584
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
