<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED AUGUST 2,
1997, 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 NUMBER 33-66342
COLE NATIONAL GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 34-1744334
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5915 LANDERBROOK DRIVE
MAYFIELD HEIGHTS, OHIO 44124
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(440)449-4100
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND
(b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM IN THE REDUCED DISCLOSURE
FORMAT.
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. X YES NO
--- ---
ALL OF THE OUTSTANDING CAPITAL STOCK OF THE REGISTRANT IS HELD BY COLE NATIONAL
CORPORATION.
AS OF AUGUST 25, 1997, 1,100 SHARES OF THE REGISTRANT'S COMMON STOCK, $.01 PAR
VALUE, WERE OUTSTANDING.
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<PAGE> 2
COLE NATIONAL GROUP, INC. AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED AUGUST 2, 1997
INDEX
<TABLE>
<CAPTION>
PAGE NO.
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS AS OF AUGUST 2, 1997
AND FEBRUARY 1, 1997.......................................... 1
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE 13
WEEKS ENDED AUGUST 2, 1997 AND AUGUST 3, 1996 AND
FOR THE 26 WEEKS ENDED AUGUST 2, 1997 AND AUGUST 3,
1996.......................................................... 2
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE 26
WEEKS ENDED AUGUST 2, 1997 AND AUGUST 3, 1996................. 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.................... 4 - 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS........................... 6 - 8
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................... 9
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
COLE NATIONAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
August 2, February 1,
Assets 1997 1997
- ------ -------- ------
<S> <C> <C>
Current assets:
Cash and temporary cash investments $ 133,142 $ 73,141
Accounts receivable, less allowance for doubtful
accounts of $2,104 in 1997 and $3,068 in 1996 52,096 39,539
Current portion of notes receivable 5,049 6,060
Inventories 129,570 119,236
Prepaid expenses and other 14,239 7,362
Deferred income tax benefits 24,925 24,925
--------- ---------
Total current assets 359,021 270,263
Property and equipment, at cost 222,450 211,408
Less - accumulated depreciation and amortization (111,062) (100,598)
--------- ---------
Total property and equipment, net 111,388 110,810
Other assets:
Notes receivable, excluding current portion 20,146 24,387
Deferred income taxes and other 41,956 28,057
Intangible assets, net 137,205 139,308
--------- ---------
Total assets $ 669,716 $ 572,825
========= =========
Liabilities and Stockholder's Equity
- ------------------------------------
Current liabilities:
Current portion of long-term debt $ 465 $ 477
Accounts payable 47,648 62,145
Payable to affiliates 169,949 65,590
Accrued interest 7,804 9,630
Accrued liabilities 118,823 123,001
Accrued income taxes 10,598 6,978
--------- ---------
Total current liabilities 355,287 267,821
Long-term debt, net of discount and current portion 314,377 314,359
Other long-term liabilities 26,949 27,000
Stockholder's deficit:
Common stock -- --
Paid-in capital 122,681 122,681
Foreign currency translation adjustment (234) (26)
Accumulated deficit (149,344) (159,010)
--------- ---------
Total stockholder's deficit (26,897) (36,355)
--------- ---------
Total liabilities and stockholder's equity $ 669,716 $ 572,825
========= =========
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these balance sheets.
-1-
<PAGE> 4
COLE NATIONAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
13 Weeks Ended 26 Weeks Ended
-------------------- --------------------
August 2, August 3, August 2, August 3,
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net revenue $254,030 $153,465 $502,572 $296,355
Costs and expenses:
Cost of goods sold 85,352 47,400 171,122 91,900
Operating expenses 140,576 87,847 283,141 175,261
Depreciation and amortization 7,110 4,248 14,717 8,450
-------- -------- -------- --------
Total costs and expenses 233,038 139,495 468,980 275,611
-------- -------- -------- --------
Income from operations 20,992 13,970 33,592 20,744
Interest expense, net 8,321 4,924 16,634 9,982
-------- -------- -------- --------
Income before income taxes 12,671 9,046 16,958 10,762
Income tax provision 5,406 3,979 7,292 4,735
-------- -------- -------- --------
Net income $ 7,265 $ 5,067 $ 9,666 $ 6,027
======== ======== ======== ========
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these statements.
-2-
<PAGE> 5
COLE NATIONAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
26 Weeks Ended
------------------------
August 2, August 3,
1997 1996
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 9,666 $ 6,027
Adjustments to reconcile net income to net
cash provided (used) by operating activities:
Depreciation and amortization 14,717 8,450
Non-cash interest 450 214
Change in assets and liabilities:
Increase in accounts and notes receivable,
prepaid expenses and other assets (18,644) (803)
Decrease (increase) in inventories (10,334) 630
Increase (decrease) in accounts payable,
accrued liabilities and other liabilities (13,578) 3,389
Decrease in accrued interest (1,826) (47)
Increase in accrued income taxes 3,620 238
--------- ---------
Net cash provided (used) by operating activities (15,929) 18,098
--------- ---------
Cash flows from financing activities:
Repayment of long-term debt (143) (161)
Advances from affiliates, net 103,724 9,721
Other, net (204) --
--------- ---------
Net cash provided by financing activities 103,377 9,560
--------- ---------
Cash flows from investing activities:
Purchases of property and equipment, net (13,103) (8,465)
Systems development costs (6,990) (2,220)
Other (7,354) (145)
--------- ---------
Net cash used by investing activities (27,447) (10,830)
--------- ---------
Cash and temporary cash investments:
Net increase during the period 60,001 16,828
Balance, beginning of the period 73,141 29,260
--------- ---------
Balance, end of the period $ 133,142 $ 46,088
========= =========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
-3-
<PAGE> 6
COLE NATIONAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) BASIS OF PRESENTATION AND ACCOUNTING POLICIES
The consolidated financial statements include the accounts of Cole
National Group, Inc. (CNG) and its wholly owned subsidiaries (collectively, the
Company). CNG is a wholly owned subsidiary of Cole National Corporation (the
Parent). All significant intercompany transactions have been eliminated in
consolidation.
The accompanying consolidated financial statements have been prepared
without audit and certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted, although the Company
believes that the disclosures herein are adequate to make the information not
misleading. These statements should be read in conjunction with the Company's
consolidated financial statements and notes thereto included in the Company's
annual report on Form 10-K for the fiscal year ended February 1, 1997.
In the opinion of management, the accompanying financial statements
contain all adjustments (consisting only of normal recurring accruals) necessary
to present fairly the Company's financial position as of August 2, 1997 and the
results of operations for the 13 and 26 weeks ended August 2, 1997 and August 3,
1996, and cash flows for the 26 weeks ended August 2, 1997 and August 3, 1996.
Inventories
The accompanying interim consolidated financial statements have been
prepared without physical inventories. Inventories at August 2, 1997 and August
3, 1996 were valued at the lower of first-in, first-out (FIFO) cost or market.
Cash Flows
Net cash flows from operating activities reflect cash payments for
income taxes and interest of $3,668,000 and $18,915,000, respectively, for the
26 weeks ended August 2, 1997, and $4,544,000 and $10,460,000, respectively, for
the 26 weeks ended August 3, 1996.
(2) STOCK OFFERING
On July 18, 1997, the Parent completed a public stock offering of
2,587,500 shares of its Class A Common Stock at a price of $47.00 per share. Net
proceeds from the offering were approximately $116 million.
(3) SEASONALITY
The Company's business historically has been seasonal with
approximately 30% of its revenue and approximately 50% of its income from
operations occurring in the fourth fiscal quarter because of the importance of
gift sales during the Christmas retailing season. Although the Pearle
acquisition will moderate the seasonality of the Company due to relatively lower
levels of optical product sales during the Christmas holiday season, the
Company's business will remain seasonal. Therefore, results of operations for
interim periods are not necessarily indicative of full year results.
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<PAGE> 7
(4) RECLASSIFICATIONS
Certain 1996 amounts have been reclassified to conform with the 1997
presentation.
(5) SUBSEQUENT EVENTS
On August 5, 1997, the Parent acquired all of the issued and
outstanding common stock of American Vision Centers, Inc. (AVC), the ninth
largest retail optical chain in the United States, for an aggregate purchase
price of approximately $28.9 million, including debt assumed. Subsequent to
the acquisition, the Parent transferred AVC to the Company as an equity
contribution. The Company anticipates that it will take a non-recurring
business integration charge in fiscal 1997.
On August 15, 1997, the Company announced a tender offer to purchase
up to all of its $165.8 million 11-1/4% Senior Notes (the Senior Notes) due 2001
at a price of $1,105.61 per $1,000 of principal, plus accrued interest. The
tender offer expired on September 12, 1997, at which time a total of $150.9
million of principal amount of Senior Notes were tendered, leaving $14.9
million outstanding.
As a result of the tender offer, the Company expects
to record an extraordinary charge of up to $20.0 million, representing the
tender premium, the write-off of the related unamortized debt discount and other
costs associated with purchasing the debt.
On August 22, 1997, the Company issued $125.0 million of 8-5/8%
Senior Subordinated Notes (the Senior Subordinated Notes) due 2007. Proceeds
from this debt issuance of approximately $121.7 million, along with cash on
hand, will be used to fund the above mentioned tender offer.
-5-
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Certain information required by this item has been omitted pursuant
to General Instruction H of Form 10-Q.
The following is a discussion of certain factors affecting the
Company's results of operations for the 13 week and 26 week periods ended August
2, 1997 and August 3, 1996 (the Company's second quarter and first six months,
respectively). This discussion should be read in conjunction with the
consolidated financial statements and notes thereto included elsewhere in this
filing and the Company's audited financial statements for the fiscal year ended
February 1, 1997 included in its annual report on Form 10-K.
The Company's fiscal year ends on the Saturday closest to January 31.
Fiscal years are identified according to the calendar year in which they begin.
For example, the fiscal year ended February 1, 1997 is referred to as "fiscal
1996."
RESULTS OF OPERATIONS
Net revenue for the second quarter of fiscal 1997 increased 65.5% to
$254.0 million from $153.5 million for the same period in fiscal 1996. Net
revenue for the first six months of fiscal 1997 increased 69.6% to $502.6
million from $296.4 million for the same period in fiscal 1996. The increases in
revenue were primarily attributable to the acquisitions of Pearle and Sears
Optical of Canada in November 1996, which accounted for $81.7 and $167.2 million
of the increases for the second quarter and first six months, respectively. The
Company's consolidated comparable store sales increased 3.0% and 4.2% in the
second quarter and first six months of fiscal 1997, respectively. A second
quarter comparable store sales increase of 7.8% at Cole Vision was primarily a
result of successful eyewear promotions and growth in managed vision care sales.
Second quarter comparable store sales decreased 2.4% at Cole Gift, which was
negatively impacted by the lower levels of mall traffic. In the first quarter of
fiscal 1997, the Company began classifying capitation and other fees associated
with its growing managed vision care business as revenue. Such fees are netted
with operating expenses in the fiscal 1996 financial statements. The opening of
additional Cole Gift and Cole Vision units also contributed to the second
quarter revenue increase. At August 2, 1997, the Company had 3,130 specialty
service retail locations, including 321 franchised locations, compared to 2,321
at August 3, 1996.
Gross profit increased to $168.7 million in the second quarter of
fiscal 1997 from $106.1 million in the same period last year. The gross profit
increase was primarily attributable to the addition of Pearle, increased revenue
at Cole Vision and the classification of managed vision care fees as revenue.
Gross margins for the second quarters of fiscal 1997 and fiscal 1996,
respectively, were 66.4% and 69.1%, respectively. For the first six months,
gross profit increased to $331.5 million from $204.5 million for the same period
a year ago. Gross margins for the first six months in fiscal 1997 and fiscal
1996 were 66.0% and 69.0%, respectively. The lower gross margin percentages in
fiscal 1997 resulted primarily from the addition of Pearle which operates at a
lower gross margin than the Company has historically experienced due to the
higher costs of in-store laboratories and lower margin wholesale sales to
franchised stores. This was
-6-
<PAGE> 9
partially offset by revenue generated by Pearle's franchise royalties and fees,
interest income on Pearle's franchise notes receivable and the managed vision
care fees, each of which has no corresponding cost of goods sold.
Operating expenses increased 60.0% to $140.6 million in the second
quarter of fiscal 1997 from $87.8 million in fiscal 1996, but as a percentage of
revenue, operating expenses decreased to 55.3% in fiscal 1997 from 57.2% in
fiscal 1996. For the first six months of fiscal 1997, operating expenses
increased 61.6% to $283.1 million from $175.3 million for the same period last
year. As a percentage of revenue, operating expenses for the first six months
decreased to 56.3% in fiscal 1997 from 59.1% in fiscal 1996. The leverage
improvement for the second quarter and first six months was primarily a result
of the addition of Pearle, which has lower operating expenses as a percentage of
revenue than the rest of the Company, along with leverage gains achieved by Cole
Vision's comparable store sales increase. Fiscal 1997 depreciation and
amortization expense of $7.1 million in the second quarter and $14.7 million in
the first six months was $2.9 and $6.3 million more, respectively, than the same
periods in fiscal 1996 reflecting the addition of Pearle and an increase in
capital expenditures.
Income from operations increased 50.3% to $21.0 million for the
second quarter of fiscal 1997 and increased 61.9% to $33.6 million for the first
six months, primarily the result of the Pearle acquisition and strong sales
growth at Cole Vision, offset in part by softer sales performance at Cole Gift.
Net interest expense increased $3.4 million over the second quarter
of fiscal 1996 to $8.3 million and increased $6.7 million over the first six
months of fiscal 1996 to $16.6 million. The increase was primarily attributable
to the additional interest on $150.0 million of 9-7/8% Senior Subordinated Notes
(the Existing Senior Subordinated Notes) issued in connection with financing the
Pearle acquisition, partially offset by a decrease in interest expense due to
the purchase and subsequent retirement of $15.1 million of Senior Notes in the
fourth quarter of fiscal 1996.
An income tax provision was recorded in the first six months of
fiscal 1997 and fiscal 1996 using the Company's estimated annual effective tax
rate of 43% and 44%, respectively.
Net income increased to $7.3 million for the second quarter of fiscal
1997 from $5.1 million for the same period in fiscal 1996. For the first six
months of fiscal 1997, net income increased to $9.7 million from $6.0 million
for that period last year. The increases were due to improvement in income from
operations offset, in part, by the increase in net interest expense.
The Company's business historically has been seasonal with
approximately 30% of its net revenue and approximately 50% of its income from
operations occurring in the fourth fiscal quarter because of the importance of
gift sales during the Christmas retailing season. Although the Pearle
acquisition will moderate the seasonality of the Company due to relatively lower
levels of optical product sales during the Christmas holiday season, the
Company's business will remain seasonal. Therefore, results of operations for
interim periods are not necessarily indicative of full year results.
-7-
<PAGE> 10
FORWARD-LOOKING INFORMATION
Certain sections of this Form 10-Q contain forward-looking
statements. Forward-looking statements are made based upon management's
expectations and beliefs concerning future events impacting the Company. All
forward-looking statements involve risk and uncertainty.
The Company operates in a highly competitive environment, and its
future liquidity, financial condition and operating results may be materially
affected by a variety of factors, some of which may be beyond the control of
the Company, including risks associated with the integration of Pearle, the
Company's ability to select and stock merchandise attractive to customers,
economic and weather factors affecting consumer spending, operating factors,
including manufacturing quality of optical and engraved goods, affecting
customer satisfaction, the Company's relationships with host stores and
franchisees, the mix of goods sold, pricing and other competitive factors, and
the seasonality of the Company's business.
-8-
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following Exhibits are filed herewith and made a part
hereof:
4.1 Indenture, dated August 22, 1997, between the Company and Norwest
Bank Minnesota, National Association, as Trustee, relating to the
8-5/8% Senior Subordinated Notes Due 2007, incorporated by reference
to Exhibit 4.4 of the Company's Registration Statement on Form S-1
(Registration No. 333-34963).
4.2 Registration Rights Agreement, dated August 22, 1997, among the
Company and CIBC Wood Gundy Securities Corp., Credit Suisse First
Boston Corporation and McDonald & Company Securities, Inc.,
incorporated by reference to Exhibit 4.5 of the Company's
Registration Statement on Form S-1 (Registration No. 333-34963).
4.3 First Supplemental Indenture, dated August 14, 1997, between the
Company and Norwest Bank Minnesota, National Association, as
Trustee, relating to the 11-1/4% Senior Notes Due 2001, incorporated
by reference to Exhibit 4.6 of the Company's Registration Statement
on Form S-1 (Registration No. 333-34963).
10.1 First Amendment to Credit Agreement, dated as of January 13, 1997,
among Cole Vision Corporation, Things Remembered, Inc., Cole Gift
Centers, Inc., Pearle, Inc. and Pearle Service Corporation and
Canadian Imperial Bank of Commerce, incorporated by reference to
Exhibit 10.33 of the Company's Registration Statement on Form S-1
(Registration No. 333-34963).
10.2 Second Amendment to Credit Agreement, dated as of August 8, 1997,
among Cole Vision Corporation, Things Remembered, Inc., Cole Gift
Centers, Inc., Pearle, Inc. and Pearle Service Corporation and
Canadian Imperial Bank of Commerce, incorporated by reference to
Exhibit 10.34 of the Company's Registration Statement on Form S-1
(Registration No. 333-34963).
27 Financial Data Schedule
(b) Reports on Form 8-K
The Company has not filed any reports on Form 8-K for the quarterly period
ended August 2, 1997.
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<PAGE> 12
SIGNATURE
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.
COLE NATIONAL GROUP, INC.
By: /s/ Wayne L. Mosley
----------------------------------
Wayne L. Mosley
Vice President and Controller
(Duly Authorized Officer and Principal
Accounting Officer)
Date: September 15, 1997
-10-
<PAGE> 13
COLE NATIONAL GROUP, INC.
FORM 10-Q
QUARTER ENDED AUGUST 2, 1997
EXHIBIT INDEX
Exhibit
Number Description
- ---------- -----------
4.1 Indenture, dated August 22, 1997, between the Company and Norwest Bank
Minnesota, National Association, as Trustee, relating to the 8-5/8% Senior
Subordinated Notes Due 2007, incorporated by reference to Exhibit 4.4 of
the Company's Registration Statement on Form S-1 (Registration No.
333-34963).
4.2 Registration Rights Agreement, dated August 22, 1997, among the Company
and CIBC Wood Gundy Securities Corp., Credit Suisse First Boston
Corporation and McDonald & Company Securities, Inc., incorporated by
reference to Exhibit 4.5 of the Company's Registration Statement on Form
S-1 (Registration No.333-34963).
4.3 First Supplemental Indenture, dated August 14, 1997, between the Company
and Norwest Bank Minnesota, National Association, as Trustee, relating to
the 11-1/4% Senior Notes Due 2001, incorporated by reference to Exhibit
4.6 of the Company's Registration Statement on Form S-1 (Registration No.
333-34963).
10.1 First Amendment to Credit Agreement, dated as of January 13, 1997, among
Cole Vision Corporation, Things Remembered, Inc., Cole Gift Centers, Inc.,
Pearle, Inc. and Pearle Service Corporation and Canadian Imperial Bank of
Commerce, incorporated by reference to Exhibit 10.33 of the Company's
Registration Statement on Form S-1 (Registration No. 333-34963).
10.2 Second Amendment to Credit Agreement, dated as of August 8, 1997, among
Cole Vision Corporation, Things Remembered, Inc., Cole Gift Centers, Inc.,
Pearle, Inc. and Pearle Service Corporation and Canadian Imperial Bank of
Commerce, incorporated by reference to Exhibit 10.34 of the Company's
Registration Statement on Form S-1 (Registration No. 333-34963).
27 Financial Data Schedule
-11-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME FILED AS
PART OF THE QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH QUARTERLY REPORT ON FORM 10-Q
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-2-1997
<PERIOD-END> AUG-2-1997
<CASH> 133,142
<SECURITIES> 0
<RECEIVABLES> 59,249
<ALLOWANCES> 2,104
<INVENTORY> 129,570
<CURRENT-ASSETS> 359,021
<PP&E> 222,450
<DEPRECIATION> 111,062
<TOTAL-ASSETS> 669,716
<CURRENT-LIABILITIES> 355,287
<BONDS> 314,377
<COMMON> 0
0
0
<OTHER-SE> (26,897)
<TOTAL-LIABILITY-AND-EQUITY> 669,716
<SALES> 502,572
<TOTAL-REVENUES> 502,572
<CGS> 171,122
<TOTAL-COSTS> 468,980
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,634
<INCOME-PRETAX> 16,958
<INCOME-TAX> 7,292
<INCOME-CONTINUING> 9,666
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,666
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
