<PAGE>
UNITED STATES
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 quarterly period ended January 2, 2000
Commission File Number 0-26178
BWAY Corporation
(Exact name of registrant as specified in its charter)
DELAWARE 36-3624491
(State of incorporation) (IRS Employer Identification No.)
8607 Roberts Drive, Suite 250
Atlanta, Georgia 30350-2230
(Address of principal executive offices)
(770) 645-4800
(Registrant's telephone number)
__________________
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
______ ______
There were 9,252,824 shares of Common Stock ($.01 par value) outstanding as of
February 9, 2000.
<PAGE>
BWAY CORPORATION
QUARTERLY REPORT ON FORM 10-Q
For the quarter ended January 2, 2000
INDEX
Page Number
PART I--FINANCIAL INFORMATION
<TABLE>
<CAPTION>
<S> <C> <C>
Item 1. Financial Statements
Consolidated Balance Sheets at January 2, 2000
and October 3, 1999 (Unaudited) 3
Consolidated Statements of Income for the Three Months
Ended January 2, 2000 and January 3, 1999 (Unaudited) 4
Consolidated Statements of Cash Flows for the Three
Months Ended January 2, 2000 and January 3, 1999
(Unaudited) 5
Notes to Consolidated Financial Statements (Unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 12
PART II--OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
2
<PAGE>
Part I--Financial Information
Item 1. Financial Statements
BWAY CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands, except share data)
<TABLE>
<CAPTION>
January 2, October 3,
2000 1999
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 2,374 $ 696
Accounts receivable, net of allowance of $531 at
January 2, 2000 and $506 at October 3, 1999 44,293 52,868
Inventories 67,135 49,031
Deferred tax asset 4,612 4,612
Assets held for sale 4,812 4,818
Other current assets 7,496 6,401
-------- ---------
Total Current Assets 130,722 118,426
PROPERTY, PLANT AND EQUIPMENT - Net 144,022 144,716
OTHER ASSETS:
Intangible assets, net 89,147 90,140
Deferred financing costs, net 3,853 3,727
Other assets 5,005 5,014
-------- ---------
Total Other Assets 98,005 98,881
-------- ---------
$372,749 $ 362,023
======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 56,831 $ 65,377
Accrued salaries and wages 7,260 9,104
Other current liabilities 18,085 21,046
Accrued rebates 10,060 8,753
-------- ---------
Total Current Liabilities 92,236 104,280
LONG-TERM DEBT 170,100 146,500
LONG-TERM LIABILITIES:
Deferred income taxes 17,667 17,667
Other long-term liabilities 11,707 11,523
-------- ---------
Total Long Term Liabilities 29,374 29,190
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, authorized 5,000,000 shares,
Common stock, $.01 par value; authorized 24,000,000 shares,
Issued 9,851,002 shares (January 2, 2000 and
October 3, 1999) 99 99
Additional paid-in capital 37,202 37,202
Retained earnings 54,853 55,819
-------- ---------
92,154 93,120
Less treasury stock, at cost, 547,978 and 541,978 shares
(January 2, 2000 and October 3, 1999) (11,115) (11,067)
-------- ---------
Total Stockholders' Equity 81,039 82,053
-------- ---------
$372,749 $ 362,023
======== =========
See notes to consolidated financial statements (unaudited)
</TABLE>
3
<PAGE>
BWAY CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
------------------------------
January 2, January 3,
2000 1999
<S> <C> <C>
NET SALES $106,739 $104,986
COSTS, EXPENSES AND OTHER:
Cost of products sold (excluding depreciation and amortization) 95,402 89,301
Depreciation and amortization 5,044 4,601
Selling and administrative expense 4,357 4,869
Interest expense, net 3,890 3,684
Other, net (181) 82
-------- --------
Total costs, expenses and other 108,512 102,537
-------- --------
INCOME (LOSS) BEFORE INCOME TAXES (1,773) 2,449
PROVISION (BENEFIT) FOR INCOME TAXES (807) 1,042
-------- --------
NET INCOME (LOSS) $ (966) $ 1,407
======== ========
EARNINGS PER SHARE:
Basic Earnings (Loss) Per Common Share $ (.10) $ 0.15
======== ========
Weighted Average Basic Common Shares Outstanding 9,303 9,332
======== ========
Diluted Earnings (Loss) Per Common Share $ (.10) $ 0.15
======== ========
Weighted Average Diluted Common Shares Outstanding 9,305 9,571
======== ========
See notes to consolidated financial statements (unaudited)
</TABLE>
4
<PAGE>
BWAY CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
------------------------------
January 2, January 3,
2000 1999
OPERATING ACTIVITIES:
<S> <C> <C>
Net income (loss) $ (966) $ 1,407
Adjustments to reconcile net income (loss) to net cash used in
operating activities:
Depreciation 4,052 3,689
Amortization 1,180 1,095
Provision for doubtful accounts 25 22
(Gain) / loss on disposition of property, plant and equipment (29) 47
Changes in assets and liabilities, net of effects of business acquisitions:
Accounts receivable 8,550 446
Inventories (18,104) (4,503)
Other assets (206) 2,685
Accounts payable (46) (2,094)
Accrued liabilities (2,966) (5,534)
Income taxes, net (816) 1,032
-------- --------
Net cash used in operating activities (9,326) (1,708)
-------- --------
INVESTING ACTIVITIES:
Capital expenditures (3,422) (8,816)
Acquisitions, net of cash acquired (30,996)
Assets held for sale (4,284)
Other 100
-------- --------
Net cash used in investing activities (3,422) (43,996)
-------- --------
FINANCING ACTIVITIES:
Net borrowings under bank credit agreement 23,600 51,800
Repayments on long-term debt (207)
Decrease in unpresented bank drafts (8,813) (6,117)
Net purchases of treasury stock (48) (804)
Financing costs incurred (313) (162)
-------- --------
Net cash provided by financing activities 14,426 44,510
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,678 (1,194)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 696 2,303
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,374 $ 1,109
======== ========
(Continued)
</TABLE>
5
<PAGE>
BWAY CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------
January 2, January 3,
2000 1999
<S> <C> <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $6,356 $ 6,156
====== ========
Income taxes $ 9 $ 11
====== ========
NONCASH INVESTING AND FINANCING ACTIVITIES:
Amounts owed for capital expenditures $ 865 $ 1,174
====== ========
Details of businesses acquired were as follows:
- -----------------------------------------------
Fair value of assets acquired $ 52,241
Liabilities assumed (21,245)
--------
Net cash paid for acquisitions $ 30,996
========
See notes to consolidated financial statements (unaudited)
</TABLE>
6
<PAGE>
BWAY CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. GENERAL
The accompanying consolidated financial statements have been prepared by the
Company without audit. Certain information and footnote disclosures,
including significant accounting policies, normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. The consolidated financial
statements as of January 2, 2000 and October 3, 1999 and for the three
months ended January 2, 2000 and January 3, 1999 include all normal
recurring adjustments necessary for a fair presentation of the financial
position and results of operations for these periods. Operating results for
the three months ended January 2, 2000 are not necessarily indicative of the
results that may be expected for the entire year. These statements and the
accompanying notes should be read in conjunction with the Company's Annual
Report on Form 10-K for the year ended October 3, 1999.
The Company operates on a 52/53-week fiscal year ending on the Sunday
closest to September 30 of the applicable year. The first three quarterly
fiscal periods end on the Sunday closest to December 31, March 31 or June 30
of the applicable quarter.
2. INVENTORIES
Inventories are carried at the lower of cost or market, with cost determined
under the last-in, first-out (LIFO) method of inventory valuation and are
summarized as follows:
January 2, October 3,
2000 1999
Inventories at FIFO Cost:
Raw materials $20,759 $ 7,950
Work-in-process 37,527 30,543
Finished goods 8,849 10,538
------- -------
67,135 49,031
LIFO reserve 546 546
Market reserve (546) (546)
------- -------
Inventories, net $67,135 $49,031
======= =======
3. EARNINGS PER COMMON SHARE
Earnings per common share are based on the weighted average number of common
shares and common stock equivalents outstanding during each year presented
including vested and unvested shares issued under the Company's previous
management stock purchase plan and the dilutive effect of the shares from
the Company's current long-term incentive plan, as amended. Weighted average
basic common shares outstanding were 9.3 million in each of the first fiscal
quarters of 2000 and 1999. Weighted average diluted common shares
outstanding for the first quarter of fiscal 2000 and 1999 were 9.3 million
and 9.6 million, respectively.
4. ACQUISITIONS
On November 9, 1998, the Company acquired substantially all of the assets
and assumed certain liabilities of the United States Can Company's metal
services operations (the "U. S. Can Acquisition"). As of January 3, 1999,
the initial purchase price was approximately $31.0 million subject to
working capital adjustments. The final working capital adjustment was
settled during the 1999 fiscal year. As presented in the Consolidated
Statement of Cash Flows for the year ended October 3, 1999, the net cash
paid for acquisitions after the working capital adjustment was $27.9
million, of which $27.7 million related to the U. S. Can Acquisition.
7
<PAGE>
5. CREDIT AGREEMENT
At January 2, 2000, the Company had a borrowing limit under its Credit
Agreement of $125 million. Although the Company had only borrowed $70.1
million of the $125 million available, the Company was limited to additional
borrowings of only $5.7 million due to certain restrictions. The Company's
Credit Agreement expires June 2002.
On December 16, 1999, the Company and its lenders executed an amendment to
the Credit Agreement that modified interest coverage ratios.
6. RESTRUCTURING
The following table sets forth changes in the Company's restructuring
liabilities from October 3, 1999 to January 2, 2000. The nature of the
liabilities has not changed from what was reported on the Company's Annual
Report on Form 10-K for the fiscal year ended October 3, 1999.
Summary of Restructuring Liabilities
(in thousands)
<TABLE>
<CAPTION>
Balance Balance
October 3, January 2,
Plan (1) 1999 New charges Expenditures 2000
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1996 Reorganization Liability related
to Prior Acquisitions (2) $ 160 -- $ (60) $ 100
1998 Restructuring Liability (3) 470 -- (103) 367
1999 Reorganization Liability related
to U. S. Can Metal Services Acquisition (4) 6,244 -- (537) 5,707
------ ------ ----- ------
Restructuring liabilities included in
Other current liabilities $6,874 -- $(700) $6,174
====== ====== ===== ======
</TABLE>
_______________________________
(1) See Form 10-K for the year ended October 3, 1999 for further detail of
each plan.
(2) Expenditures in the quarter ended January 2, 2000 and the remaining
balance relate to equipment demolition costs.
(3) Expenditures in the quarter ended January 2, 2000 were for plant
closures. The remaining balance at January 2, 2000 includes $0.1
million for severance and $0.3 million for plant closures. In
conjunction with the plant closures, the plan called for the
termination of 234 employees. As of January 2, 2000, 231 employees have
been terminated.
(4) Expenditures in the quarter ended January 2, 2000 were $.3 million for
severance and $.2 million for plant closures. The remaining balance at
January 2, 2000 includes $1.0 million for severance, $2.4 million for
plant closures, and $2.3 million related to equipment demolition. In
conjunction with the plant closures, the plan called for the
termination of 308 employees. As of January 2, 2000, 198 employees have
been terminated.
8
<PAGE>
7. CONTINGENCIES
Environmental
The Company continues to monitor and evaluate on an ongoing and regular basis
its compliance with applicable environmental laws and regulations.
Liabilities for non-capital expenditures are recorded when environmental
remediation is probable and the costs can be reasonably estimated. The
Company believes that it is in substantial compliance with all material
federal, state, and local environmental requirements.
The Company (and, in some cases, predecessors to the Company) has, from time
to time, received requests for information or notices of potential
responsibility pursuant to the Comprehensive Environmental Response,
Compensation, and Liability Act ("CERCLA") with respect to certain waste
disposal sites utilized by former or current facilities of the Company or its
various predecessors. To the Company's knowledge, all such matters which have
not been resolved are, subject to certain limitations, indemnified by the
sellers of the relevant Company affiliates, and all such unresolved matters
have been accepted for indemnification by such sellers. Because liability
under CERCLA is retroactive, it is possible that in the future the Company may
incur liability with respect to other sites.
Environmental investigations voluntarily conducted by the Company at its
Homerville, Georgia facility in 1993 and 1994 detected certain conditions of
soil and groundwater contamination, that management believes predated the
Company's 1989 acquisition of the facility from Owens-Illinois. Such pre-1989
contamination is subject to indemnification by Owens-Illinois. The Company
and Owens-Illinois have entered into supplemental agreements establishing
procedures for investigation and remediation of the contamination. In 1994,
the Georgia Department of Natural Resources ("DNR") determined that further
investigation must be completed before DNR decides whether corrective action
is needed. On August 25, 1999, DNR signed a consent order that had been
submitted by the Company and Owens-Illinois. The consent order establishes a
schedule for completing such investigation and remediation by Owens-Illinois.
Separately, the Company entered into a consent order with DNR on April 22,
1999, related to certain industrial wastewater and cooling water discharges
that exceeded allowable limits. The Company anticipates capital expenditures
of approximately $200,000 in fiscal 2000 to comply with the consent order. As
of January 2, 2000, the Company had not begun spending on the project.
Management believes that none of these matters will have a material adverse
effect on the results of operations or financial condition of the Company in
light of both the potential indemnification obligations of others to the
Company and the Company's understanding of the underlying potential liability.
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Net sales increased 1.7% in the first quarter of fiscal 2000 to $106.7 million
from $105.0 million in the first quarter of fiscal 1999. The increase was
primarily attributable to the inclusion of sales results from the U. S. Can
Acquisition, which occurred during the first quarter of fiscal 1999, and
increases in aerosol can sales for the entire first quarter of fiscal 2000.
Cost of products sold (excluding depreciation and amortization) increased 6.8%
to $95.4 million in the first quarter of fiscal 2000 from $89.3 million in the
same period of fiscal 1999. Cost of products sold as a percentage of net sales
increased from 85.1% in the first quarter of fiscal 1999 to 89.4% in the first
quarter of fiscal 2000. The increase in cost of products sold as a percentage of
net sales is primarily attributable to the incremental sales from the U.S. Can
Acquisition where cost of products sold as a percent of sales has historically
been higher than the Company's existing operations, to start-up costs for new
equipment (particularly within the Company's material center business) and to
weak operating performance at certain of the Company's plants.
Depreciation and amortization expense increased $0.4 million to $5.0 million in
the first quarter of fiscal 2000 from $4.6 million in the first quarter of
fiscal 1999. The increase is primarily due to the U. S. Can Acquisition and the
Company's capital expenditure program.
Selling and administrative costs decreased 10.5% to $4.4 million in the first
quarter of fiscal 2000 from $4.9 million in the first quarter of fiscal 1999.
Selling and administrative costs as a percentage of net sales decreased 0.5% to
4.1% in the first quarter of fiscal 2000 from 4.6% in the first quarter of
fiscal 1999. The decrease is primarily a result of changes in the
classification of certain operating expenses which management believes are more
appropriately accounted for in cost of products sold for fiscal 2000.
Interest expense increased $0.2 million in the first quarter of fiscal 2000 to
$3.9 million from $3.7 million in the first quarter of fiscal 1999. The
increase in interest expense is primarily attributable to higher interest rates
and, to a lesser extent, slightly higher average borrowings.
Income before taxes decreased $4.2 million to a loss of $1.8 million in the
first quarter of fiscal 2000, from income of $2.4 million in the first quarter
of fiscal 1999. This decrease is due to the factors discussed above.
Diluted loss per share was $0.10 for the first quarter of fiscal 2000 compared
to diluted earnings per share of $0.15 for the same period of 1999. The
weighted average diluted shares outstanding were 9.3 million and 9.6 million for
the respective quarters.
Liquidity and Capital Resources
The Company's cash requirements for operations and capital expenditures during
the quarter ended January 2, 2000 were financed through borrowings under the
Company's Credit Agreement and internally generated cash flows. At January 2,
2000, the Company had a borrowing limit under its Credit Agreement of $125
million. The Company is in compliance with all Credit Agreement covenants for
the quarter ended January 2, 2000. Interest rates under the Credit Agreement
are either prime (as determined by Bank of America) plus an applicable rate
margin or at LIBOR plus an applicable rate margin, at the Company's option.
Rate margins are reset quarterly based on financial performance during the
preceding four quarters. Based on financial results for the past four quarters
ended January 2, 2000, prime rate margin increased from .125% to 1.5%. LIBOR
rate margins increased from 1.125% to 2.5%.
As of January 2, 2000, the Company had only borrowed $70.1 million of the $125
million borrowing limit. However, the Credit Agreement covenants limit
borrowings to a maximum leverage ratio based on the Company's earnings before
interest, taxes, depreciation and amortization (EBITDA) and total debt. As of
January 2, 2000, this covenant effectively limited the Company's available
borrowings to an additional $5.7 million. The maximum leverage ratio was not
affected by the December 16, 1999 Credit Agreement amendment.
10
<PAGE>
During the first quarter of fiscal 2000, net cash used in operating activities
was $9.3 million compared to $1.7 million used during the first quarter of
fiscal 1999. During the first quarter of fiscal 2000, net cash was primarily
provided by net income before depreciation and amortization, and from reductions
of accounts receivable. Net cash was primarily used to reduce accrued
liabilities and increase inventories. The increase in inventories was partially
due to the Company pre-buying steel at calendar 1999 prices to protect against
expected calendar 2000 price increases and partially due to typical seasonal
build.
During the first quarter of fiscal 2000, net cash used in investing activities
was $3.4 million compared to $44.0 million used in the first quarter of fiscal
1999. The Company used $3.4 million for capital expenditures in the first
quarter of fiscal 2000 compared to $8.8 million in first quarter of fiscal 1999.
During the first fiscal quarter of 1999, the Company used $31.0 million for the
U. S. Can Acquisition.
During the first quarter of fiscal 2000, net cash provided by financing
activities was $14.4 million compared to $44.5 million provided during the first
quarter of fiscal 1999. During the first quarter of fiscal 2000, net cash
provided by financing activities included $23.6 million of borrowings under the
Company's Credit Agreement offset by a decrease of $8.8 million in unpresented
bank drafts.
At January 2, 2000, the Company was restricted in its ability to pay dividends
and make other restricted payments in an amount greater than approximately $7.8
million. The Company's subsidiaries are restricted in their ability to transfer
funds to the Company, except for funds to be used to effect approved
acquisitions, pay dividends in specified amounts, reimburse the Company for
operating and other expenditures made on behalf of the subsidiaries and repay
permitted intercompany indebtedness.
Management believes that cash provided from operations and borrowings available
under the Credit Agreement will provide it with sufficient liquidity to meet its
operating needs.
Year 2000 Update
As described in the Company's Annual Report on Form 10-K for the year ended
October 3, 1999, the Company had developed plans to address the possible
exposures related to the impact on its computer systems of the year 2000. Since
entering the year 2000, the Company has not experienced any major disruptions to
its business nor is it aware of any significant year 2000 related disruptions
impacting its customers and vendors. Furthermore, the Company did not
experience any material impact on inventories at calendar year end. The Company
will continue to monitor its critical systems over the next several months, but
it does not anticipate any significant impacts due to year 2000 exposures from
its internal systems or from activities of its vendors and customers.
Costs incurred to achieve year 2000 readiness, which include costs to implement
Enterprise Resource Planning (ERP) software, related hardware to replace the
Company's core business applications, and internal resources dedicated to
achieving year 2000 compliance, were approximately $24 million and were largely
incurred prior to the current fiscal year. Of the total project cost,
approximately $23 - 25 million is attributable to the purchase and
implementation of the ERP software and related hardware that was capitalized.
Other project costs were expensed as incurred. The Company anticipates spending
approximately $3 - 5 million in additional capital expenditures to complete the
ERP implementation.
Note: This document contains forward-looking statements as encouraged by the
Private Securities Litigation Reform Act of 1995. All statements contained in
this document, other than historical information, are forward-looking
statements. These statements represent management's current judgement on what
the future holds. A variety of factors could cause business conditions and the
Company's actual results to differ materially from those expected by the Company
or expressed in the Company's forward-looking statements. These factors
include, without limitation, timing and costs of plant start-up and closure; the
Company's ability to successfully integrate acquired businesses and implement
its 3R strategic initiatives; labor unrest; changes in market price or market
demand; changes in raw material costs or availability; loss of business from
customers; unanticipated expenses; changes in financial markets; potential
equipment malfunctions; the Company's ability to identify and remedy Year 2000
issues; and the other factors discussed in the Company's filings with the
Securities and Exchange Commission.
11
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company's interest rates under its Credit Agreement are variable subject to
market changes and applicable rate margins based on the Company's financial
performance. At January 2, 2000, the Company had borrowings under the Credit
Agreement of $70.1 million that were subject to interest rate risk. Each 1.0%
change in interest rates would impact quarterly pretax earnings by $0.2 million.
12
<PAGE>
PART II--OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities and Use of Proceeds
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
Not applicable.
13
<PAGE>
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.
BWAY Corporation
(Registrant)
Date: February 15, 1999 By: /s/ Kevin C. Kern
----------------------
Kevin C. Kern
Vice President and
Corporate Controller
(Principal Accounting Officer)
Form 10-Q: For the quarterly period ended January 2, 2000.
14
<PAGE>
INDEX TO EXHIBITS
---------------------------
Exhibit
No. Description of Document
--------- ---------------------------------
27 Financial Data Schedule
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE MONTHS
ENDED JANUARY 2, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-01-2000
<PERIOD-START> OCT-04-1999
<PERIOD-END> JAN-02-2000
<CASH> 2,374
<SECURITIES> 0
<RECEIVABLES> 44,293
<ALLOWANCES> 531
<INVENTORY> 67,135
<CURRENT-ASSETS> 130,722
<PP&E> 192,076
<DEPRECIATION> 48,054
<TOTAL-ASSETS> 372,749
<CURRENT-LIABILITIES> 92,236
<BONDS> 170,100
0
0
<COMMON> 99
<OTHER-SE> 80,940
<TOTAL-LIABILITY-AND-EQUITY> 372,749
<SALES> 106,739
<TOTAL-REVENUES> 106,739
<CGS> 95,402
<TOTAL-COSTS> 108,512
<OTHER-EXPENSES> (181)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,890
<INCOME-PRETAX> (1,773)
<INCOME-TAX> (807)
<INCOME-CONTINUING> (966)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (966)
<EPS-BASIC> (.10)
<EPS-DILUTED> (.10)
</TABLE>
