UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
Quarterly Report Under Section 13 or 15 (d) of the Securities
X Exchange Act of 1934
For the quarterly period ended September 12, 1998
OR
Transition Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the transition period from _________to _________
Commission file No.: 33-48862
HOMELAND HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 73-1311075
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2601 Northwest Expressway
Oil Center-East, Suite 1100
Oklahoma City, Oklahoma 73112
(Address of principal executive offices) (Zip Code)
(405) 879-6600
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities
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
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution under a plan confirmed by
a court. Yes X No
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of October 9, 1998:
Homeland Holding Corporation Common Stock: 4,842,197 shares
HOMELAND HOLDING CORPORATION
FORM 10-Q
FOR THE THIRTY-SIX WEEKS ENDED SEPTEMBER 12, 1998
INDEX
Page
PART 1 FINANCIAL INFORMATION
ITEM 1. Financial Statements......................................... 1
Consolidated Balance Sheets as of
September 12, 1998, and January 3, 1998................... 1
Consolidated Statements of Operations
Twelve Weeks ended September 12, 1998, and
September 6, 1997......................................... 3
Consolidated Statements of Operations
Thirty-six Weeks ended September 12, 1998, and
September 6, 1997......................................... 4
Consolidated Statements of Stockholders Equity (Deficit)
Thirty-six Weeks ended September 12, 1998 and
September 6, 1997......................................... 5
Consolidated Statements of Cash Flows
Thirty-six Weeks ended September 12, 1998 and
September 6, 1997......................................... 6
Notes to Consolidated Financial Statements................... 7
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 8
PART II OTHER INFORMATION
ITEM 3. Submission of Matters of a Vote of Security Holders.......... 12
ITEM 4. Other Information............................................ 12
ITEM 5. Exhibits and Reports on Form 8-K............................. 13
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
HOMELAND HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
ASSETS
September 12, January 3,
1998 1998
(Unaudited)
Current assets:
Cash and cash equivalents $ 5,007 $ 4,778
Receivables, net of allowance for
uncollectible accounts of $1,085
and $1,198 9,789 9,313
Inventories 44,900 45,946
Prepaid expenses and other current assets 2,583 2,581
Total current assets 62,279 62,618
Property, plant and equipment:
Land and land improvements 9,925 9,303
Buildings 20,136 19,995
Fixtures and equipment 26,441 22,267
Leasehold improvements 16,879 13,459
Software 5,134 4,991
Leased assets under capital leases 8,970 8,610
Construction in progress 311 2,769
87,796 81,394
Less, accumulated depreciation
and amortization 17,988 11,299
Net property, plant and equipment 69,808 70,095
Reorganization value in excess of amounts
allocable to identifiable assets, less
accumulated amortization of $29,955 at
September 12, 1998, and $20,346 at
January 3, 1998 12,170 23,162
Other assets and deferred charges 9,940 10,166
Total assets $ 154,197 $ 166,041
Continued
The accompanying notes are an integral part
of these consolidated financial statements.
1
HOMELAND HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS, Continued
(In thousands, except share and per share amounts)
LIABILITIES AND STOCKHOLDERS' EQUITY
September 12, January 3,
1998 1998
(unaudited)
Current liabilities:
Accounts payable - trade $ 17,551 $ 18,941
Salaries and wages 2,414 2,508
Taxes 3,966 3,605
Accrued interest payable 959 2,619
Other current liabilities 7,621 10,042
Current portion of long-term debt 22,519 1,728
Current portion of obligations under
capital leases 1,286 1,286
Total current liabilities 56,316 40,729
Long-term obligations:
Long-term debt 60,182 78,353
Obligations under capital leases 2,054 2,608
Other noncurrent liabilities 1,814 2,027
Total long-term obligations 64,050 82,988
Stockholders' equity:
Common Stock,
$0.01 par value, authorized - 7,500,000
shares, issued 4,841,025 shares at
September 12, 1998, and issued 4,820,637
shares at January 3, 1998 48 48
Additional paid-in capital 56,186 56,040
Accumulated deficit (22,403) (13,764)
Total stockholders' equity 33,831 42,324
Total liabilities and stockholders'
equity $ 154,197 $ 166,041
The accompanying notes are an integral part
of these consolidated financial statements.
2
HOMELAND HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
12 weeks 12 weeks
ended ended
September 12, September 6,
1998 1997
Sales, net $ 118,129 $ 114,935
Cost of sales 89,665 87,690
Gross profit 28,464 27,245
Selling and administrative expenses 26,497 25,801
Amortization of excess reorganization value 3,123 3,271
Operating loss (1,156) (1,827)
Interest expense 1,833 1,890
Loss before income taxes (2,989) (3,717)
Income tax expense (benefit) 481 (250)
Net loss (3,470) (3,467)
Basic and diluted earnings per share:
Net loss per share $ (0.72) $ (0.73)
Weighted average shares outstanding 4,836,046 4,782,294
The accompanying notes are an integral part
of these consolidated financial statements.
3
HOMELAND HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
36 weeks 36 weeks
ended ended
September 12, September 6,
1998 1997
Sales, net $ 363,041 $ 351,249
Cost of sales 275,733 266,171
Gross profit 87,308 85,078
Selling and administrative expenses 79,275 76,067
Amortization of excess reorganization value 9,609 10,095
Operating loss (1,576) (1,084)
Interest expense 5,632 5,705
Loss before income taxes (7,208) (6,789)
Income tax expense 1,431 1,471
Net loss (8,639) (8,260)
Basic and diluted earnings per share:
Net loss per share $ (1.79) $ (1.73)
Weighted average shares outstanding 4,827,671 4,766,115
The accompanying notes are an integral part
of these consolidated financial statements.
4
HOMELAND HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(In thousands, except share and per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Common Stock Additional
Paid-In Accumulated Stockholder's
Shares Amount Capital Deficit Equity (Deficit)
<S> <C> <C> <C> <C> <C>
Balance, December 28, 1996 4,758,025 $ 48 $ 56,013 $ (3,120) $ 52,941
Net loss - - - (8,260) (8,260)
Issuance of common stock 58,577 - 4 - 4
Balance, September 6, 1997 4,816,602 48 $ 56,017 $ (11,380) $ 44,685
Balance, January 3, 1998 4,820,637 $ 48 $ 56,040 $ (13,764) $ 42,324
Net loss - - - (8,639) (8,639)
Issuance of common stock 20,388 - $ 146 - $ 146
Balance, September 12, 1998 4,841,025 $ 48 $ 56,186 $ (22,403) $ 33,831 -
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
5
HOMELAND HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, except share and per share amounts)
(Unaudited)
36 weeks 36 weeks
ended ended
September 12, September 6,
1998 1997
Cash flows from operating activities:
Net loss $ (8,639) $ (8,260)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 6,743 5,355
Amortization of excess reorganization value 9,609 10,095
Amortization of financing costs 52 43
Loss on disposal of assets 34 59
Amortization of beneficial interest in
operating leases 84 84
Adjustment to excess reorganization value - 292
Deferred income taxes 1,383 1,176
Change in assets and liabilities:
(Increase) decrease in receivables (476) 707
Decrease in inventories 1,046 812
(Increase) decrease in prepaid expenses
and other current assets (2) 158
(Increase) decrease in other assets and
deferred charges 66 (92)
Increase (decrease) in accounts payable-trade (1,390) 442
Decrease in salaries and wages (94) (791)
Increase in taxes 361 1,562
Decrease in accrued interest payable (1,660) (1,829)
Decrease in other current liabilities (2,421) (917)
Increase (decrease) in other noncurrent
liabilities (191) 133
Net cash provided by operating activities 4,505 9,029
Cash flow used in investing activities:
Capital expenditures (6,083) (5,762)
Cash received from sale of assets 19 25
Net cash used in investing activities (6,064) (5,737)
Cash flows used by financing activities:
Borrowings under revolving credit loans 93,337 94,476
Payments under revolving credit loans (89,838) (92,504)
Payments on tax notes (46) (46)
Proceeds from issuance of common stock 146 -
Principal payments under note payable (833) -
Principal payments under capital lease obligations (978) (1,003)
Net cash provided by financing
activities 1,788 923
Net increase in cash and cash equivalents 229 4,215
Cash and cash equivalents at beginning of period 4,778 1,492
Cash and cash equivalents at end of period $ 5,007 $ 5,707
Supplemental information:
Cash paid during the period for interest $ 7,541 $ 7,378
Cash paid during the period for income taxes $ - $ -
The accompanying notes are an integral part
of these consolidated financial statements.
6
HOMELAND HOLDING CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Preparation of Consolidated Financial Statements:
The accompanying unaudited interim consolidated financial
statements of Homeland Holding Corporation ("Holding") and its
Subsidiary, Homeland Stores, Inc. ("Stores" and together with Holding,
the "Company"), reflect all adjustments, which consist only of normal
and recurring adjustments, which are, in the opinion of management,
necessary for a fair presentation of the consolidated financial
position and the consolidated results of operations and cash flows
for the periods presented.
These unaudited consolidated financial statements should be read
in conjunction with the consolidated financial statements of the Company
for the period ended January 3, 1998, and the notes thereto.
2. Accounting Policies:
The significant accounting policies of the Company are summarized
in the consolidated financial statements of the Company for the 53 weeks
ended January 3, 1998, and the notes thereto.
3. Net Loss Per Share:
Options to purchase 257,000 shares of common stock with a weighted
average exercise price of $6.66 were outstanding at September 12, 1998,
but were not included in the computation of diluted earnings per share
because the effect would be antidilutive.
4. Term Loan and Revolving Facility
The Company's Term Loan and Revolving Facility will mature on
August 1, 1999. Because this maturity date is within 12 months of this
reporting period, $20,766 million of debt has been reclassified from
long-term to current. The Company is currently in the process of
negotiations with its banks to refinance the debt and extend the
maturity date.
7
Item 2. Management's Discussion and Analysis of Financial
Conditions and Results of Operations
General
The table below sets forth selected items from the Company's
consolidated income statement as a percentage of net sales of the
periods indicated:
12 weeks ended 36 weeks ended
September 12, September 6, September 12, September 6,
1998 1997 1998 1997
Net Sales 100.0% 100.0% 100.0% 100.0%
Cost of Sales 75.9 76.3 76.0 75.8
Gross Profit 24.1 23.7 24.0 24.2
Selling and
administrative 22.4 22.4 21.8 21.7
Amortization of
excess reorganization
value 2.6 2.8 2.6 2.9
Operating profit
(loss) (0.9) (1.6) (0.4) (0.3)
Interest expense 1.6 1.6 1.6 1.6
Loss before income
taxes (2.5) (3.2) (2.0) (1.9)
Income tax
provision 0.4 (0.2) 0.4 0.4
Net loss (2.9) (3.0) (2.4) (2.4)
Results of Operations.
Comparison of Twelve Weeks and Thirty-Six Weeks ended September
12, 1998, with Twelve Weeks and Thirty-Six Weeks ended September 6, 1997.
Net sales for the 12 weeks and 36 weeks ended September 12, 1998,
increased 2.8 % and 3.4%, respectively, from the net sales of the
corresponding period of 1997. Comparable store sales for the 12 weeks
and 36 weeks ended September 12, 1998, decreased by 1.45% and 1.87%,
respectively, as compared to the corresponding periods of 1997.
The improvement in total sales is partially due to an additional
four stores in operation versus the same period last year. Incremental
improvements have also come from continued usage of frequency card-based
promotions and direct marketing efforts. However, the like-store sales
decline in the quarter and year-to-date is primarily due to increasing
competitive promotions and the opening of competitors' stores including
third quarter openings of a Wal-Mart Supercenter in Broken Arrow, Ok. and
a Price-Mart in Tulsa, Ok.
8
Gross profit as a percentage of sales for the 12 weeks ended
September 12, 1998, was 24.1%, an increase from the corresponding period in
1997 of 23.7%. The increase in gross profit percentage for the quarter
versus last year reflects the cycling of strong promotional spending in the
prior year as well as improvements in the merchandising mix of higher
gross profit departments. Lower cost of goods in certain categories
also contributed to the margin improvement. Gross profit as a percentage
of sales for the 36 weeks ended September 12, 1998, was 24.0%, a decrease
from the corresponding period in 1997 of 24.2%.
Selling and administrative expenses for the 12 weeks ended
September 12, 1998, maintained a level of 22.4%, as a percentage of net
sales, compared to 22.4% for the corresponding period of 1997. The
Company was able to maintain last year's level of SG&A as a percentage
of sales through increasing store level productivity and decreases in
certain direct expenses, offset in part by increases in overhead expenses.
For the 36 weeks ended September 12, 1998, selling and administrative
expenses as a percentage of net sales increased by 0.1% to 21.8% from
21.7% in the corresponding period of 1997.
The Company recorded amortization of excess reorganization value
of $3.1 million and $9.6 million for the 12 weeks and 36 weeks ended
September 12, 1998, respectively. The amortization of the excess
reorganization value is expected to negatively affect earnings for the
next four fiscal quarters.
Interest expense for the 12 weeks ended September 12, 1998, and
September 6, 1997, was $1.8 million. Interest expense for the 36 weeks
ended September 12, 1998, was $5.6 million compared to $5.7 million
for the 36 weeks ended September 6, 1997.
The Company recorded an income tax provision of $0.1 million
and $1.4 million for the 12 weeks and 36 weeks ended September 12, 1998,
respectively. The effective tax rate differs from the statutory rate due
to amortization of excess reorganization value, which is not deductible for
income tax purposes. The net operating loss ("NOL") carryforwards
available for utilization in 1998 are limited to approximately
$3.3 million, the benefit of which is being recorded as a reduction of
excess reorganization value rather than a reduction of income tax expense.
The NOL carryforward available in 1998 is expected to be fully utilized
in the fourth quarter of 1998, and accordingly, the Company will commence
to incur income tax liabilities.
The Company's EBITDA (as defined hereinafter) for the 12 weeks
ended September 12, 1998, increased to $4.3 million or 3.6% of net sales,
from the EBITDA of $3.3 million or 2.9% of net sales for the corresponding
period in 1997. For the 36 weeks ended September 12, 1998, EBITDA was
$14.9 million or 4.1% of net sales compared to $14.4 million or 4.1% for
the corresponding period of 1997.
Net loss for the 12 weeks ended September 12, 1998, was $3.5
million or $0.72 per share compared to a net loss of $3.5 million or
$0.73 per share for the corresponding period in 1997. Net loss for the
36 weeks ended September 12, 1998, was $8.6 million or $1.79 per share
9
compared to a net loss of $8.3 million or $1.73 per share for the
corresponding period in 1997.
The Company is amortizing its excess reorganization value of $45
million over a three-year period, and such amortization has affected
earnings significantly. If the Company excluded such amortization of
excess reorganization value for the 12 weeks and 36 weeks ended
September 12, 1998, the Company would record a loss of $0.3 million or
$0.07 per share and income of $1.0 million or $0.20 per share,
respectively.
Liquidity and Capital Resources
The primary sources of liquidity and capital for the Company's
operations have been borrowing under the revolving credit facility and
internally-generated funds.
The Company's EBITDA (earnings before interest, taxes,
depreciation and amortization), as presented below, is the Company's
measurement of internally-generated cash for working capital needs,
capital expenditures and payment of debt obligations:
12 weeks ended 36 weeks ended
September 12, September 6, September 12, September 6,
1998 1997 1998 1997
Loss before income taxes (2,989) (3,717) (7,208) (6,789)
Interest expense 1,833 1,890 5,632 5,705
Amortization of
reorganization value 3,123 3,271 9,609 10,095
Depreciation and
amortization 2,333 1,889 6,825 5,439
EBITDA 4,300 3,333 14,858 14,450
As a percentage of
sales 3.6% 2.9% 4.1% 4.1%
As a multiple of
interest expense 2.3x 1.8x 2.6x 2.5x
Cash flow from operations provided $4.5 million for the 36 weeks
ended September 12, 1998, and $9.0 million for the 36 weeks ended
September 6, 1997. The decrease in cash flow from operations for the
36 weeks ended September 12, 1998, was primarily due to decreases in trade
accounts payable and other current liabilities.
10
The Company's investing activities used net cash of $6.1 million
in the 36 weeks ended September 12, 1998, as compared to net cash used by
investing activities of $5.7 million in the 36 weeks ended September 6,
1997.
Financing activities of the Company provided net cash of $1.8
million and $0.9 million for the 36 weeks ended September 12, 1998, and
September 6, 1997, respectively.
As of September 12, 1998, the Company had $14.1 million of
borrowings and $3.3 million of letters of credit outstanding under its
$32.0 million revolving credit facility. The revolving credit facility
provides for borrowings to the lesser of (a) $32.0 million or (b) the
applicable borrowing base. The applicable borrowing base on September 12,
was $30.0 million. Management believes that the revolving credit facility
and cash flow from operations will be adequate for the Company's short-
term requirements.
The Company's Term Loan and Revolving Facility will mature on
August 1, 1999. The Company is currently in the process of negotiations
with its banks to refinance the debt and extend the maturity date.
The Company is continuing to improve its store facilities through
its capital expenditure program to maintain and enhance its market
competitiveness. Cash capital expenditures for 1998 are expected to be
at $12.9 million. The credit agreement limits the Company to $13.0 million
cash capital expenditures for 1998. The Company is also allowed $7.0
million of new capital leases each year.
Year 2000
As of October, 1996, Homeland had numerous computer systems
which used a date structure which management was concerned might be
adversely affected by the year 2000. Commencing in October, 1996,
management implemented a program of analyzing its computer systems
to identify areas of potential concern, both with respect to information
technology and non-information technology systems (e.g., microcontrollers),
and making changes to address those potential areas of concern. Such
program has been implemented on a system-by-system basis and has included
and will continue to include both consultation by Homeland with the
vendors who provided its computer systems and internal testing by
Homeland of those computer systems.
Homeland expects to have substantially completed its analysis
and testing of its financial reporting and store reporting systems in the
fourth quarter of 1998. Management does not presently anticipate that
such analysis and testing will reflect a need for any substantial changes
to its financial reporting and store reporting systems.
Management presently expects its program to be completed in the
second quarter of 1999. As of the date hereof, the program is on schedule
and Homeland has not deferred any part of its program. The only area
which management presently believes might not be completely addressed
by the second quarter of 1999 is the point-of-sale computers used in the
operation of the stores. Homeland has been advised by its vendor that
year 2000 compliant software will be released in December, 1998; however,
while management wants to review such software upon its release, internal
tests conducted by Homeland generally reflect that its point-of-sale
computers are already year 2000 compliant. Even if the point-of-sale
computers are determined not to be year 2000 compliant, management does
not believe that such non-compliance would have a material adverse effect
on Homeland because of the extended period available to install the
software expected to be available from the vendor, the limited purposes
for which the information generated thereby is used internally by
Homeland and the manual systems used by Homeland in connection with the
generation of that information.
11
Based on its program and its progress to date, management does
not believe that a contingency plan is necessary and does not believe
that Homeland has any significant exposure in connection with year
2000 compliance. As of the date hereof, no such contingency plan has
been developed. The measurement of year 2000 compliance is necessarily
fluid and management will continue to monitor the extent of such
compliance and the effects associated with any non-compliance.
Homeland is also assessing the status of its vendors' year
2000 readiness, principally through the review of questionnaires which
Homeland circulated to its vendors. Although the responses from the
vendors have not been conclusive, Homeland does not presently expect
that it will be adversely affected by its vendors' year 2000 readiness.
The cost of the program is not expected to exceed $1.5 million,
most of which will be spent to replace older power management systems
which operate various systems in 39 stores, unless Homeland needs to
upgrade its software with respect to its point-of-sale computers and,
if Homeland were required to upgrade its software with respect to its
point-of-sale computers, the cost of the program is not expected to
exceed $2.0 million. Homeland is funding those costs under its working
capital facility. The program has not caused Homeland to defer any other
significant information technology program.
Safe Harbor Statements Under the Private Securities Litigation Reform Act
of 1995
The statements made under Item 2: Management's Discussion and
Analysis of Financial Condition and Results of Operations and other
statements in this Form 10-Q which are not historical facts, particularly
with respect to future net sales, are forward-looking statements. These
forward-looking statements are subject to risks and uncertainties that
could render them materially inaccurate or different. The risks and
uncertainties include, but are not limited to, the effect of economic
conditions, the impact of competitive promotional and new store activities,
labor cost, capital constraints, availability and costs of inventory,
changes in technology and the effect of regulatory and legal developments.
12
PART II - OTHER INFORMATION
Item 3. Submission of Matters to a Vote of Security Holders
The Company held its 1998 Annual Meeting of Stockholders on
July 9, 1998. At such meeting, Robert E. (Gene) Burris, David B. Clark,
Edward B. Krekeler, Jr., Laurie M. Shahon, John A. Shields, William B.
Snow and David N. Weinstein were elected to serve on the Board of
Directors for a one-year term, ending at the next annual meeting.
In the matter of the election of directors, the votes were
as follows:
For Withhold Authority
Robert E. (Gene) Burris 3,923,174 37,416
David B. Clark 3,953,055 7,535
Edward B. Krekeler, Jr. 3,955,483 5,107
Laurie M. Shahon 3,953,935 6,655
John A. Shields 3,947,329 13,672
William B. Snow 3,949,193 11,397
David N. Weinstein 3,955,356 5,234
In the matter of ratification of the appointment of
PricewaterhouseCoopers LLP (formerly Coopers & Lybrand L.L.P.) as
independent auditors for Fiscal 1998, 3,949,540 votes were cast in favor
of approval, 5,401 votes were cast against, and holders of 5,660 shares
abstained or did not vote.
In the matter of approving the amendment to Homeland Holding
Corporations's 1997 Non-Employee Directors Stock Option Plan, 3,885,240
votes were cast in favor, 70,774 votes were cast against, and holders
of 4,463 shares abstained or did not vote.
Item 4. Other Information
Mr. John C. Rocker has accepted the position of Vice President/
Operations effective September 14, 1998.
13
Item 5. Exhibits and Reports on Form 8-K
(a) Exhibits: The following exhibits are filed as part
of this report:
Exhibit No. Description
27 Financial Data Schedule.
(b) Report on Form 8-K: The Company did not file any
Form 8-K during the quarter ended September 12, 1998.
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.
HOMELAND HOLDING CORPORATION
Date: October 16, 1998 By: /s/ David B. Clark
David B. Clark, President, Chief Executive
Officer and Director
(Principal Executive Officer)
Date: October 16, 1998 By: /s/ Deborah A. Brown
Deborah A. Brown, Vice President - Accounting
Corporate Controller, Treasurer and
Assistant Secretary
(Principal Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-02-1999
<PERIOD-END> SEP-12-1998
<CASH> 5,007
<SECURITIES> 0
<RECEIVABLES> 10,874
<ALLOWANCES> 1,085
<INVENTORY> 44,900
<CURRENT-ASSETS> 62,279
<PP&E> 87,796
<DEPRECIATION> 17,988
<TOTAL-ASSETS> 154,197
<CURRENT-LIABILITIES> 56,316
<BONDS> 60,000
0
0
<COMMON> 48
<OTHER-SE> 33,783
<TOTAL-LIABILITY-AND-EQUITY> 154,197
<SALES> 363,041
<TOTAL-REVENUES> 363,041
<CGS> 275,733
<TOTAL-COSTS> 275,733
<OTHER-EXPENSES> 88,884
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,632
<INCOME-PRETAX> (7,208)
<INCOME-TAX> 1,431
<INCOME-CONTINUING> (8,639)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,639)
<EPS-PRIMARY> (1.79)
<EPS-DILUTED> (1.79)
</TABLE>
