California		95-1867330
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

27711 Diaz Road, P.O. Box 9020 Temecula, California		92589
(Address of principal executive offices)		(Zip Code)

						Page
PART I.		FINANCIAL INFORMATION
		Item 1.		Unaudited Condensed Consolidated Financial Statements:
				Unaudited Condensed Consolidated Balance Sheets as of June 30, 2002 and December 31, 2001		1
				Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2002 and June 30, 2001		3
				Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2002 and June 30, 2001		4
				Notes to Unaudited Condensed Consolidated Financial Statements		6
		Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
		Item 3.		Quantitative and Qualitative Disclosures About Market Risks		22
PART II.		OTHER INFORMATION
		Item 1.		Legal Proceedings		23
.		Item 2		Changes in Securities		23
		Item 3.		Defaults Upon Senior Securities		23
		Item 4.		Submission of Matters to a Vote of Security Holders		23
		Item 5.		Other Information		23
		Item 6.		Exhibits and Reports on Form 8-K		23
SIGNATURE						24

		June 30, 2002			December 31, 2001
CURRENT ASSETS:
Cash		$	3,378		$	7,085
Accounts receivable, less allowance for doubtful accounts of $1,167 and $1,801 at June 30, 2002 and December 31, 2001, respectively			20,595			19,287
Inventories, net			23,915			25,218
Other current assets			2,069			1,483
Total current assets			49,957			53,073
PROPERTY, PLANT AND EQUIPMENT, net			45,637			46,268
OTHER ASSETS:
Goodwill			32,877			28,498
Deferred financing and other costs, net			8,625			8,316
Other assets			839			900
Total other assets			42,341			37,714
Total assets		$	137,935		$	137,055

		June 30, 2002				December 31, 2001
CURRENT LIABILITIES:
Notes payable to bank		$	22,927			$	20,680
Accounts payable			9,683				15,251
Accrued liabilities			18,753				17,302
Total current liabilities			51,363				53,233
NOTE PAYABLE TO AFFILIATE			37,217				17,217
NOTES PAYABLE TO BANK, net of current portion			53,000				73,250
SENIOR SUBORDINATED NOTES PAYABLE			115,000				115,000
OTHER NON-CURRENT LIABILITIES			1,480				1,187
Total liabilities			258,060				259,887
MANDATORILY-REDEEMABLE PREFERRED STOCK, $0.01 par value; 1,800 shares authorized; 470 and 445 shares issued and outstanding at June 30, 2002 and December 31, 2001, respectively; liquidation preference—$47,031 and $44,474 respectively			46,613				43,847
Accrued preferred stock dividend, payable in kind			1,127				1,142
			47,740				44,989
STOCKHOLDERS’ EQUITY (DEFICIT):
Junior preferred stock, $0.01 par value; 6 shares authorized; 3 shares outstanding at June 30, 2002 and December 31, 2001			3,325				3,137
Common stock, $0.01 par value; 15,000 shares authorized; 10,654 issued and outstanding at June 30, 2002 and December 31, 2001			98,258				98,258
Additional paid in capital			750				—
Cumulative translation adjustment			1,493				(698	)
Accumulated deficit			(271,691	)			(268,518	)
Total stockholders’ deficit			(167,865	)			(167,821	)
Total liabilities, mandatorily-redeemable preferred stock and stockholders’ deficit		$	137,935			$	137,055

		Three Months Ended								Six Months Ended
		June 30, 2002				June 30, 2001				June 30, 2002				June 30, 2001
NET SALES		$	41,477			$	40,801			$	84,462			$	78,606
COST OF SALES			23,564				24,961				48,489				52,991
Gross Profit			17,913				15,840				35,973				25,615
OPERATING EXPENSES:
Selling, distribution, general & administrative			11,601				13,261				23,423				25,782
Amortization of goodwill			—				1,279				—				3,245
Research and development			815				436				1,412				901
			12,416				14,976				24,835				29,928
Income (loss) from operations			5,497				864				11,138				(4,313	)
INTEREST EXPENSE AND OTHER, net			5,183				6,343				10,046				13,842
Net income (loss) before provision for income taxes			314				(5,479	)			1,092				(18,155	)
PROVISION FOR INCOME TAXES			902				340				1,326				527
Net loss		$	(588	)		$	(5,819	)		$	(234	)		$	(18,682	)
OTHER COMPREHENSIVE INCOME:
Foreign currency translation gain			1,778				3,831				2,191				4,560
Comprehensive income (loss)		$	1,190			$	(1,988	)		$	1,957			$	(14,122	)

		Six Months Ended
		June 30, 2002				June 30, 2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(234	)		$	(18,682	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities—
Depreciation and amortization			4,646				5,979
Amortization of deferred financing costs			888				505
Provision for bad debts			54				—
Loss on disposal of equipment			46				—
Change in operating assets and liabilities:
Accounts receivable			(568	)			(411	)
Inventories			2,094				10,120
Other current assets			375				(71	)
Other assets			83				(2,323	)
Accounts payable			(6,140	)			(8,553	)
Accrued liabilities			23				(573	)
Other non-current liabilities			96				981
Net cash provided by (used in) operating activities			1,363				(13,028	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment			(3,904	)			(2,464	)
Proceeds from sales of property, plant and equipment			11				4,464
Net cash (used in) provided by investing activities			(3,893	)			2,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of notes payable to bank			(20,258	)			(3,500