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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------



For the quarterly period ended June 27, 2003



| ̈ |  | 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: 333-19495



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RADNOR HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)



|Delaware (State or other jurisdiction of incorporation or organization)                                                     |  | 23-2674715 (I.R.S. Employer Identification Number)
|--------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------
|                                                                                                                            | 
|Three Radnor Corporate Center, Suite 300 100 Matsonford Road, Radnor, Pennsylvania (Address of principal executive
offices) |  | 19087 (Zip Code)                                  



Registrants
telephone number, including area code: 610-341-9600



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 is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).  Yes ̈No  x



The number of shares outstanding of the Registrants common stock as of August 6, 2003:





|Class                                          |  | Number of Shares
|---------------------------------------------- |  | ----------------
|                                              
|Voting Common Stock; $.10 par value            |  | 600             
|Nonvoting Common Stock; $.10 par value         |  | 245             
|Class B Nonvoting Common Stock; $.01 par value |  | 5,400           



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PART I  FINANCIAL INFORMATION



|Item 1. |  | FINANCIAL STATEMENTS
|------- |  | --------------------



RADNOR HOLDINGS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)



|                                                      |  | June 27, 2003 |         |   | December 27, 2002 |  
|----------------------------------------------------- |  | ------------- | ------- | - | ----------------- | -
|                                                      |  |              
|ASSETS                                                |  |               |         |   |                   |  
|                                                      |  |              
|CURRENT ASSETS:                                       |  |               |         |   |                   |  
|Cash                                                  |  | $             | 1,730   |   |                   | $
|Accounts receivable, net                              |  |               | 43,912  |   |                   |  
|Inventories, net                                      |  |               | 44,238  |   |                   |  
|Prepaid expenses and other                            |  |               | 10,044  |   |                   |  
|Deferred tax asset                                    |  |               | 1,838   |   |                   |  
|                                                      |  |               |         |   |                   |  
|Total current assets                                  |  |               | 101,762 |   |                   |  
|                                                      |  |               |         |   |                   |  
|PROPERTY, PLANT AND EQUIPMENT, at cost:               |  |               | 261,305 |   |                   |  
|LESSACCUMULATED DEPRECIATION                         |  |               | (82,723 | ) |                   |  
|                                                      |  |               |         |   |                   |  
|NET PROPERTY, PLANT AND EQUIPMENT                     |  |               | 178,582 |   |                   |  
|                                                      |  |               |         |   |                   |  
|OTHER ASSETS                                          |  |               | 26,034  |   |                   |  
|                                                      |  |               |         |   |                   |  
|Total assets                                          |  | $             | 306,378 |   |                   | $
|                                                      |  |               |         |   |                   |  
|                                                      |  |              
|LIABILITIES AND STOCKHOLDERS EQUITY                  |  |               |         |   |                   |  
|                                                      |  |              
|CURRENT LIABILITIES:                                  |  |               |         |   |                   |  
|Accounts payable                                      |  | $             | 38,562  |   |                   | $
|Accrued liabilities                                   |  |               | 15,738  |   |                   |  
|Current portion of long-term debt                     |  |               | 8,422   |   |                   |  
|Current portion of capitalized lease obligations      |  |               | 1,238   |   |                   |  
|                                                      |  |               |         |   |                   |  
|Total current liabilities                             |  |               | 63,960  |   |                   |  
|                                                      |  |               |         |   |                   |  
|LONG-TERM DEBT, net of current portion                |  |               | 226,125 |   |                   |  
|                                                      |  |               |         |   |                   |  
|CAPITALIZED LEASE OBLIGATIONS, net of current portion |  |               | 1,087   |   |                   |  
|                                                      |  |               |         |   |                   |  
|DEFERRED TAX LIABILITY                                |  |               | 4,684   |   |                   |  
|                                                      |  |               |         |   |                   |  
|OTHER NON-CURRENT LIABILITIES                         |  |               | 1,882   |   |                   |  
|                                                      |  |               |         |   |                   |  
|COMMITMENTS AND CONTINGENCIES                         |  |               |        |   |                   |  
|STOCKHOLDERS EQUITY:                                 |  |               |         |   |                   |  
|Common stock                                          |  |               | 1       |   |                   |  
|Additional paid-in capital                            |  |               | 19,387  |   |                   |  
|Retained deficit                                      |  |               | (9,866  | ) |                   |  
|Cumulative translation adjustment                     |  |               | (882    | ) |                   |  
|                                                      |  |               |         |   |                   |  
|Total stockholders equity                            |  |               | 8,640   |   |                   |  
|                                                      |  |               |         |   |                   |  
|                                                      |  |               |         |   |                   |  
|Total liabilities and stockholders equity            |  | $             | 306,378 |   |                   | $
|                                                      |  |               |         |   |                   |  



The accompanying notes
are an integral part of these condensed consolidated financial statements.



2



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RADNOR HOLDINGS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

(Unaudited)



|                                                              |  | For the three months ended |        |   | For the six months ended |  
|------------------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | -
|                                                              |  | June 27, 2003              |        |   | June 28, 2002            |  
|NET SALES                                                     |  | $                          | 83,235 |   |                          | $
|COST OF GOODS SOLD                                            |  |                            | 71,421 |   |                          |  
|                                                              |  |                            |        |   |                          |  
|GROSS PROFIT                                                  |  |                            | 11,814 |   |                          |  
|OPERATING EXPENSES:                                           |  |                            |        |   |                          |  
|Distribution                                                  |  |                            | 5,989  |   |                          |  
|Selling, general and administrative                           |  |                            | 7,366  |   |                          |  
|Other expenses (note 4)                                       |  |                            |       |   |                          |  
|                                                              |  |                            |        |   |                          |  
|INCOME (LOSS) FROM OPERATIONS                                 |  |                            | (1,541 | ) |                          |  
|Interest, net                                                 |  |                            | 5,076  |   |                          |  
|Income from unconsolidated affiliates                         |  |                            | (684   | ) |                          |  
|Other, net                                                    |  |                            | 224    |   |                          |  
|                                                              |  |                            |        |   |                          |  
|INCOME (LOSS) BEFORE INCOME TAXES AND DISCONTINUED OPERATIONS |  |                            | (6,157 | ) |                          |  
|PROVISION (BENEFIT) FOR INCOME TAXES:                         |  |                            |        |   |                          |  
|Current                                                       |  |                            | (93    | ) |                          |  
|Deferred                                                      |  |                            | (2,247 | ) |                          |  
|                                                              |  |                            |        |   |                          |  
|                                                              |  |                            | (2,340 | ) |                          |  
|                                                              |  |                            |        |   |                          |  
|INCOME (LOSS) FROM CONTINUING OPERATIONS                      |  |                            | (3,817 | ) |                          |  
|LOSS FROM DISCONTINUED OPERATIONS, net of tax                 |  |                            |       |   |                          |  
|                                                              |  |                            |        |   |                          |  
|NET INCOME (LOSS)                                             |  | $                          | (3,817 | ) |                          | $
|                                                              |  |                            |        |   |                          |  



The accompanying notes
are an integral part of these condensed consolidated financial statements.



3



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RADNOR HOLDINGS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



|                                                                                          |  | For the six months ended |         
|----------------------------------------------------------------------------------------- |  | ------------------------ | --------
|                                                                                          |  | June 27,2003             |         
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                     |  |                          |         
|Net income (loss)                                                                         |  | $                        | (5,203  
|Adjustments to reconcile net income (loss) to net cash used in operating activities:      |  |                          |         
|Depreciation and amortization                                                             |  |                          | 9,134   
|Deferred income taxes                                                                     |  |                          | (3,460  
|Income from unconsolidated affiliates                                                     |  |                          | (1,512  
|Loss from discontinued operations                                                         |  |                          |        
|Changes in operating assets and liabilities, net of effects of disposition of businesses: |  |                          |         
|Accounts receivable, net                                                                  |  |                          | (5,025  
|Inventories, net                                                                          |  |                          | (5,387  
|Prepaid expenses and other                                                                |  |                          | (2,783  
|Accounts payable                                                                          |  |                          | 3,149   
|Accrued liabilities and other                                                             |  |                          | 392     
|                                                                                          |  |                          |         
|Net cash used in continuing operations                                                    |  |                          | (10,695 
|Net cash used in discontinued operations                                                  |  |                          |        
|                                                                                          |  |                          |         
|Net cash used in operating activities                                                     |  |                          | (10,695 
|                                                                                          |  |                          |         
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                     |  |                          |         
|Capital expenditures                                                                      |  |                          | (6,784  
|Distributions from unconsolidated affiliates                                              |  |                          | 2,809   
|Investments in unconsolidated affiliates                                                  |  |                          | (2,456  
|Increase in other assets                                                                  |  |                          | (466    
|                                                                                          |  |                          |         
|Net cash used in investing activities                                                     |  |                          | (6,897  
|                                                                                          |  |                          |         
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                     |  |                          |         
|Proceeds from borrowings                                                                  |  |                          | 198,449 
|Repayment of debt                                                                         |  |                          | (177,126
|Payments on capitalized lease obligations                                                 |  |                          | (413    
|Payment of financing costs                                                                |  |                          | (4,546  
|                                                                                          |  |                          |         
|Net cash provided by financing activities                                                 |  |                          | 16,364  
|                                                                                          |  |                          |         
|EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                   |  |                          | (1,101  
|                                                                                          |  |                          |         
|NET DECREASE IN CASH                                                                      |  |                          | (2,329  
|CASH, beginning of period                                                                 |  |                          | 4,059   
|                                                                                          |  |                          |         
|CASH, end of period                                                                       |  | $                        | 1,730   
|                                                                                          |  |                          |         
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                                                       |  |                          |         
|Cash paid during the period for interest                                                  |  | $                        | 6,396   
|                                                                                          |  |                          |         
|Cash paid during the period for income taxes paid                                         |  | $                        | 1,029   
|                                                                                          |  |                          |         



The accompanying notes
are an integral part of these condensed consolidated financial statements.



4



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RADNOR HOLDINGS CORPORATION AND SUBSIDIARIES

SUMMARY BY OPERATING SEGMENTS

(In thousands)

(Unaudited)



|                                        |  | For the three months ended |        |   | For the six months ended |  
|--------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | -
|                                        |  | June 27,2003               |        |   | June 28,2002             |  
|Net Sales to Unaffiliated Customers:    |  |                            |        |   |                          |  
|Packaging                               |  | $                          | 47,813 |   |                          | $
|Specialty Chemicals                     |  |                            | 38,090 |   |                          |  
|Corporate and Other                     |  |                            |       |   |                          |  
|Transfers Between Operating Segments(1) |  |                            | (2,668 | ) |                          |  
|                                        |  |                            |        |   |                          |  
|Consolidated                            |  | $                          | 83,235 |   |                          | $
|                                        |  |                            |        |   |                          |  
|Operating Income (Loss):                |  |                            |        |   |                          |  
|Packaging                               |  | $                          | 406    |   |                          | $
|Specialty Chemicals                     |  |                            | 428    |   |                          |  
|Corporate and Other                     |  |                            | (2,375 | ) |                          |  
|                                        |  |                            |        |   |                          |  
|Consolidated                            |  | $                          | (1,541 | ) |                          | $
|                                        |  |                            |        |   |                          |  
|Income (Loss) Before Income Taxes:      |  |                            |        |   |                          |  
|Packaging                               |  | $                          | (3,413 | ) |                          | $
|Specialty Chemicals                     |  |                            | (1,373 | ) |                          |  
|Corporate and Other                     |  |                            | (1,371 | ) |                          |  
|                                        |  |                            |        |   |                          |  
|Consolidated                            |  | $                          | (6,157 | ) |                          | $
|                                        |  |                            |        |   |                          |  



|(1) |  | Transfers between operating segments reflect the sale of expandable polystyrene ("EPS") from the specialty chemicals operating segment to the packaging operating
segment.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



5



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RADNOR HOLDINGS CORPORATION AND SUBSIDIARIES

SUMMARY BY GEOGRAPHIC REGION

(In thousands)

(Unaudited)



|                                        |  | For the three months ended |        |   | For the six months ended |  
|--------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | -
|                                        |  | June 27,2003               |        |   | June 28,2002             |  
|Net Sales to Unaffiliated Customers:    |  |                            |        |   |                          |  
|United States                           |  | $                          | 53,843 |   |                          | $
|Canada                                  |  |                            | 8,368  |   |                          |  
|Europe                                  |  |                            | 23,692 |   |                          |  
|Transfers Between Geographic Regions(1) |  |                            | (2,668 | ) |                          |  
|                                        |  |                            |        |   |                          |  
|Consolidated                            |  | $                          | 83,235 |   |                          | $
|                                        |  |                            |        |   |                          |  
|Operating Income (Loss):                |  |                            |        |   |                          |  
|United States                           |  | $                          | (2,593 | ) |                          | $
|Canada                                  |  |                            | 146    |   |                          |  
|Europe                                  |  |                            | 906    |   |                          |  
|                                        |  |                            |        |   |                          |  
|Consolidated                            |  | $                          | (1,541 | ) |                          | $
|                                        |  |                            |        |   |                          |  
|Income (Loss) Before Income Taxes:      |  |                            |        |   |                          |  
|United States                           |  | $                          | (6,214 | ) |                          | $
|Canada                                  |  |                            | (326   | ) |                          |  
|Europe                                  |  |                            | 383    |   |                          |  
|                                        |  |                            |        |   |                          |  
|Consolidated                            |  | $                          | (6,157 | ) |                          | $
|                                        |  |                            |        |   |                          |  



|(1) |  | Transfers between geographic regions reflect the sale of EPS bead from the Company's Canadian specialty chemicals operations to its domestic food packaging
operations as well as the sale of product from the Company's domestic food packaging operations to its European food packaging operations.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



6



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RADNOR HOLDINGS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



|(1) |  | BASIS OF PRESENTATION
|--- |  | ---------------------



The condensed consolidated financial statements included herein have been prepared by Radnor Holdings Corporation and subsidiaries (collectively,
Radnor or the Company) pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements prepared in
accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company, the statements include all adjustments (which include only normal recurring adjustments)
required for a fair statement of financial position, results of operations and cash flows for such periods. The results of operations for the interim periods are not necessarily indicative of the results for a full year, due to the seasonality
inherent in some of the Companys operations and the possibility for general economic changes.



During fiscal 2002, the Company changed its reporting of sales and marketing rebates to include them as an offset to revenues in accordance with Emerging
Issues Task Force Issue No. 00-22. Previously they were included in selling, general and administrative expenses. The statements of operations of the prior period have been adjusted to reflect this reclassification.



|(2) |  | DISCONTINUED OPERATIONS
|--- |  | -----------------------



Pursuant to an asset purchase agreement among Benchmark Holdings, Inc. (Benchmark), WinCup Holdings, Inc. (WinCup), and the Fort
James Corporation, formerly James River Paper Company, Inc. (Fort James), dated October 31, 1995, Benchmark and WinCup sold to Fort James all of the assets of Benchmarks cutlery and straws business and all of the assets of
WinCups thermoformed cup business, except for cash, accounts receivable and prepaid assets. The operations of Benchmarks cutlery and straws business and WinCups thermoformed cup business were accounted for as discontinued
operations. Discontinued operations represent legal costs incurred in conjunction with the above mentioned business. The Company has no further exposure to this contingent liability.



|(3) |  | INVENTORIES
|--- |  | -----------



The components of inventories were as follows (in thousands):





|                |  | June 27, 2003 |        | December 27, 2002
|--------------- |  | ------------- | ------ | -----------------
|Raw Materials   |  | $             | 8,910  |                  
|Work in Process |  |               | 1,960  |                  
|Finished Goods  |  |               | 33,368 |                  
|                |  |               |        |                  
|                |  | $             | 44,238 |                  
|                |  |               |        |                  



7



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|(4) |  | LONG-TERM DEBT
|--- |  | --------------



On March 11, 2003, the Company issued $135.0 million of 11.0% Senior Notes due 2010 and amended its domestic revolving credit facility to include a $45.0
million term loan and to increase the revolving credit commitment from $35.0 million to $45.0 million. The proceeds were used to repay the then outstanding $159.5 million 10.0% Series A and Series B Senior Notes due 2003 and outstanding borrowings
under the existing revolving credit facilities.



The Company
recorded $1.8 million of other expenses related to the extinguishment of the long-term debt described above, which included the $1.0 million write-off of deferred financing costs and debt premium related to the Companys 10.0% Series A and
Series B Senior Notes due 2003, as well as $0.8 million of personnel costs directly related to the debt extinguishment.



|(5) |  | INTEREST EXPENSE
|--- |  | ----------------



Included in interest expense was $147,000 and $375,000 of amortization of deferred financing costs for the three months ended June 27, 2003 and June 28,
2002, respectively, and $521,000 and $749,000 of amortization of deferred financing costs for the six months ended June 27, 2003 and June 28, 2002, respectively. Premium amortization related to the issuance of the Companys 10% Series B Senior
Notes, which were repaid on March 11, 2003, of $105,000 for the three months ended June 28, 2002 and $105,000 and $210,000 for the six months ended June 27, 2003 and June 28, 2002, respectively, was also included in interest expense.



|(6) |  | COMPREHENSIVE INCOME
|--- |  | --------------------



Comprehensive income is the total of net income (loss) and non-owner changes in equity. The Company had comprehensive income (loss) as follows (in
thousands):



|                                        |  | Three Months Ended |        | Six Months Ended
|--------------------------------------- |  | ------------------ | ------ | ----------------
|                                        |  | June 27, 2003      |        |                 
|Net Income (Loss)                       |  | $                  | (3,817 | )               
|Foreign Currency Translation Adjustment |  |                    | 2,410  |                 
|                                        |  |                    |        |                 
|Comprehensive Income (Loss)             |  | $                  | (1,407 | )               
|                                        |  |                    |        |                 



|(7) |  | NEW ACCOUNTING STANDARDS
|--- |  | ------------------------



In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No. 46, Consolidation of Variable Interest
Entities an interpretation of ARB No. 51. This Interpretation clarifies the application of Accounting Research Bulletin No. 51, Consolidated Financial Statements, to certain entities in which equity investors do not have the
characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The Interpretation applies immediately to
variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable
interest entities in which an entity holds a variable interest that it acquired prior to February 1, 2003. The Company continues to evaluate the impact, if any, that adopting FASB Interpretation No. 46 may have on its consolidated financial
statements.



8



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In December 2002, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 148,
Accounting for Stock-Based CompensationTransition and Disclosure. SFAS No. 148 amends the disclosure requirements of SFAS No. 123, Accounting for Stock-Based Compensation, to require more prominent and frequent
disclosures in financial statements.Also, SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. The Company has included the interim
disclosures prescribed by SFAS No. 148.



|(8) |  | STOCK-BASED COMPENSATION
|--- |  | ------------------------



At June 27, 2003, the Company had a stock-based compensation plan as described in Note 7 to the consolidated financial statements in the Companys
Form 10-K for fiscal 2002. The Company applies Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for its stock option plan. As of June 27, 2003, all previously issued
stock options were fully vested. Accordingly, no compensation expense has been recognized in net income for stock options, as options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. The
following table illustrates the effect on net income if the Company had applied the fair value recognition provisions of SFAS No. 123 to its stock option plan (in thousands).



|                  |  | Three Months Ended |        | Six Months Ended
|----------------- |  | ------------------ | ------ | ----------------
|                  |  | June 27, 2003      |        |                 
|Net Income (Loss) |  |                    |        |                 
|As reported       |  | $                  | (3,817 | )               
|Pro forma         |  |                    | (3,817 | )               



|(9) |  | SUPPLEMENTAL FINANCIAL INFORMATION
|--- |  | ----------------------------------



Radnor Holdings Corporation is a holding company that has no operations separate from its investment in subsidiaries. The Companys $135.0 million of
11.0% Senior Notes due 2010 are fully and unconditionally jointly and severally guaranteed by substantially all of the Companys domestic subsidiaries, all of which are 100% owned by the Company.



As a holding company, the Company is dependent upon dividends and other
payments from its subsidiaries to generate the funds necessary to meet its obligations. Subject to certain limitations, the Company is, and will continue to be, able to control its receipt of dividends and other payments from its subsidiaries.



There are no direct prohibitions on the ability of the Company
or any guarantor to obtain funds from its respective subsidiaries by dividend or by loan, but certain of the Companys foreign subsidiaries credit agreements contain covenants, such as minimum debt to equity and current assets to current
liabilities ratios, that indirectly limit the ability of these subsidiaries to transfer funds to the Company. As of June 27, 2003 and December 27, 2002, the net assets of these foreign subsidiaries totaled $29.2 million and $26.8 million,
respectively.



The following consolidating financial statements
of Radnor Holdings Corporation and subsidiaries have been prepared pursuant to Rule 3-10 of Regulation S-X:

|
|



9



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RADNOR HOLDINGS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

As of June 27, 2003

(In thousands)



|                                                                    |  | HoldingCompany |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |         
|------------------------------------------------------------------- |  | -------------- | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ------------ | --------
|ASSETS                                                              |  |                |         |   |                       |   |         |                           |  |   |              |   |  |              |         
|CURRENT ASSETS:                                                     |  |                |         |   |                       |   |         |                           |  |   |              |   |  |              |         
|Cash                                                                |  | $              |        |   |                       | $ | 122     |                           |  | $ | 1,608        |   |  | $            |        
|Accounts receivable, net                                            |  |                | 24      |   |                       |   | 22,886  |                           |  |   | 27,989       |   |  |              | (6,987  
|Inventories, net                                                    |  |                |        |   |                       |   | 34,289  |                           |  |   | 9,949        |   |  |              |        
|Intercompany receivable                                             |  |                |        |   |                       |   | 2,926   |                           |  |   | 21,347       |   |  |              | (24,273 
|Prepaid expenses and other                                          |  |                | 1,868   |   |                       |   | 9,001   |                           |  |   | 1,020        |   |  |              | (1,845  
|Deferred tax asset                                                  |  |                | (29     | ) |                       |   | 1,957   |                           |  |   | (90          | ) |  |              |        
|                                                                    |  |                |         |   |                       |   |         |                           |  |   |              |   |  |              |         
|Total current assets                                                |  |                | 1,863   |   |                       |   | 71,181  |                           |  |   | 61,823       |   |  |              | (33,105 
|                                                                    |  |                |         |   |                       |   |         |                           |  |   |              |   |  |              |         
|PROPERTY, PLANT AND EQUIPMENT, at cost:                             |  |                |        |   |                       |   | 205,601 |                           |  |   | 55,704       |   |  |              |        
|LESSACCUMULATED DEPRECIATION                                       |  |                |        |   |                       |   | (65,426 | )                         |  |   | (17,297      | ) |  |              |        
|                                                                    |  |                |         |   |                       |   |         |                           |  |   |              |   |  |              |         
|NET PROPERTY, PLANT AND EQUIPMENT                                   |  |                |        |   |                       |   | 140,175 |                           |  |   | 38,407       |   |  |              |        
|                                                                    |  |                |         |   |                       |   |         |                           |  |   |              |   |  |              |         
|INTERCOMPANY RECEIVABLE                                             |  |                | 38,701  |   |                       |   | 24,643  |                           |  |   | 103          |   |  |              | (63,447 
|INVESTMENT IN SUBSIDIARIES                                          |  |                | 106,153 |   |                       |   | 25,078  |                           |  |   |             |   |  |              | (131,231
|OTHER NON-CURRENT ASSETS                                            |  |                | 4,457   |   |                       |   | 5,014   |                           |  |   | 16,563       |   |  |              |        
|                                                                    |  |                |         |   |                       |   |         |                           |  |   |              |   |  |              |         
|Total assets                                                        |  | $              | 151,174 |   |                       | $ | 266,091 |                           |  | $ | 116,896      |   |  | $            | (227,783
|                                                                    |  |                |         |   |                       |   |         |                           |  |   |              |   |  |              |         
|LIABILITIES AND STOCKHOLDERS EQUITY                                |  |                |         |   |                       |   |         |                           |  |   |              |   |  |              |         
|CURRENT LIABILITIES:                                                |  |                |         |   |                       |   |         |                           |  |   |              |   |  |              |         
|Accounts payable                                                    |  | $              |        |   |                       | $ | 25,321  |                           |  | $ | 13,881       |   |  | $            | (640    
|Accrued liabilities                                                 |  |                | 6,232   |   |                       |   | 9,339   |                           |  |   | 2,130        |   |  |              | (1,963  
|Intercompany payable                                                |  |                |        |   |                       |   | 10,469  |                           |  |   | 4,304        |   |  |              | (14,773 
|Current portion of long-term debt and capitalized lease obligations |  |                |        |   |                       |   | 8,716   |                           |  |   | 944          |   |  |              |        
|                                                                    |  |                |         |   |                       |   |         |                           |  |   |              |   |  |              |         
|Total current liabilities                                           |  |                | 6,232   |   |                       |   | 53,845  |                           |  |   | 21,259       |   |  |              | (17,376 
|                                                                    |  |                |         |   |                       |   |         |                           |  |   |              |   |  |              |         
|LONG-TERM DEBT, net of current portion                              |  |                | 135,000 |   |                       |   | 97,905  |                           |  |   | 9,780        |   |  |              | (16,560 
|                                                                    |  |                |         |   |                       |   |         |                           |  |   |              |   |  |              |         
|CAPITALIZED LEASE OBLIGATIONS, net of current portion               |  |                |        |   |                       |   | 1,087   |                           |  |   |             |   |  |              |        
|                                                                    |  |                |         |   |                       |   |         |                           |  |   |              |   |  |              |         
|INTERCOMPANY PAYABLE                                                |  |                | 62,324  |   |                       |   | 3,860   |                           |  |   | 17,742       |   |  |              | (83,926 
|                                                                    |  |                |         |   |                       |   |         |                           |  |   |              |   |  |              |         
|DEFERRED TAX LIABILITY                                              |  |                | (8,908  | ) |                       |   | 9,367   |                           |  |   | 4,106        |   |  |              | 119     
|                                                                    |  |                |         |   |                       |   |         |                           |  |   |              |   |  |              |         
|OTHER NON-CURRENT LIABILITIES                                       |  |                |        |   |                       |   | 1,875   |                           |  |   | 7            |   |  |              |        
|                                                                    |  |                |         |   |                       |   |         |                           |  |   |              |   |  |              |         
|COMMITMENTS AND CONTINGENCIES                                       |  |                |        |   |                       |   |        |                           |  |   |             |   |  |              |        
|STOCKHOLDERS EQUITY:                                               |  |                |         |   |                       |   |         |                           |  |   |              |   |  |              |         
|Common stock                                                        |  |                | 1       |   |                       |   | 4       |                           |  |   | 22           |   |  |              | (26     
|Additional paid-in capital                                          |  |                | 9,164   |   |                       |   | 97,604  |                           |  |   | 22,620       |   |  |              | (110,001
|Retained earnings (deficit)                                         |  |                | (52,639 | ) |                       |   | 4,986   |                           |  |   | 37,780       |   |  |              | 7       
|Cumulative translation adjustment                                   |  |                |        |   |                       |   | (4,442  | )                         |  |   | 3,580        |   |  |              | (20     
|                                                                    |  |                |         |   |                       |   |         |                           |  |   |              |   |  |              |         
|Total stockholders equity (deficit)                                |  |                | (43,474 | ) |                       |   | 98,152  |                           |  |   | 64,002       |   |  |              | (110,040
|                                                                    |  |                |         |   |                       |   |         |                           |  |   |              |   |  |              |         
|Total liabilities and stockholders equity                          |  | $              | 151,174 |   |                       | $ | 266,091 |                           |  | $ | 116,896      |   |  | $            | (227,783
|                                                                    |  |                |         |   |                       |   |         |                           |  |   |              |   |  |              |         



10



---

RADNOR HOLDINGS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the three months ended June 27,
2003

(In thousands)



|                                      |  | HoldingCompany |      |   | GuarantorSubsidiaries |   |        | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |       
|------------------------------------- |  | -------------- | ---- | - | --------------------- | - | ------ | ------------------------- |  | - | ------------ | - |  | ------------ | ------
|NET SALES                             |  | $              |     |   |                       | $ | 54,345 |                           |  | $ | 32,060       |   |  | $            | (3,170
|COST OF GOODS SOLD                    |  |                |     |   |                       |   | 47,661 |                           |  |   | 26,930       |   |  |              | (3,170
|                                      |  |                |      |   |                       |   |        |                           |  |   |              |   |  |              |       
|GROSS PROFIT                          |  |                |     |   |                       |   | 6,684  |                           |  |   | 5,130        |   |  |              |      
|OPERATING EXPENSES:                   |  |                |      |   |                       |   |        |                           |  |   |              |   |  |              |       
|Distribution                          |  |                |     |   |                       |   | 4,398  |                           |  |   | 1,591        |   |  |              |      
|Selling, general and administrative   |  |                | 1    |   |                       |   | 4,875  |                           |  |   | 2,490        |   |  |              |      
|Other expenses                        |  |                |     |   |                       |   |       |                           |  |   |             |   |  |              |      
|                                      |  |                |      |   |                       |   |        |                           |  |   |              |   |  |              |       
|INCOME (LOSS) FROM OPERATIONS         |  |                | (1   | ) |                       |   | (2,589 | )                         |  |   | 1,049        |   |  |              |      
|Interest, net                         |  |                | 119  |   |                       |   | 4,384  |                           |  |   | 573          |   |  |              |      
|Income from unconsolidated affiliates |  |                |     |   |                       |   |       |                           |  |   | (684         | ) |  |              |      
|Other, net                            |  |                |     |   |                       |   | (198   | )                         |  |   | 422          |   |  |              |      
|                                      |  |                |      |   |                       |   |        |                           |  |   |              |   |  |              |       
|INCOME (LOSS) BEFORE INCOME TAXES     |  |                | (120 | ) |                       |   | (6,775 | )                         |  |   | 738          |   |  |              |      
|                                      |  |                |      |   |                      
|PROVISION (BENEFIT) FOR INCOME TAXES: |  |                |      |   |                       |   |        |                           |  |   |              |   |  |              |       
|Current                               |  |                |     |   |                       |   | 26     |                           |  |   | (119         | ) |  |              |      
|Deferred                              |  |                | (349 | ) |                       |   | (2,101 | )                         |  |   | 203          |   |  |              |      
|                                      |  |                |      |   |                       |   |        |                           |  |   |              |   |  |              |       
|                                      |  |                | (349 | ) |                       |   | (2,075 | )                         |  |   | 84           |   |  |              |      
|                                      |  |                |      |   |                       |   |        |                           |  |   |              |   |  |              |       
|NET INCOME (LOSS)                     |  | $              | 229  |   |                       | $ | (4,700 | )                         |  | $ | 654          |   |  | $            |      
|                                      |  |                |      |   |                       |   |        |                           |  |   |              |   |  |              |       



11



---

RADNOR HOLDINGS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the six months ended June 27, 2003

(In thousands)



|                                      |  | Holding Company |        |   | GuarantorSubsidiaries |   |         | Non-Guarantor Subsidiaries |  |   | Eliminations |   |  | Consolidated |       
|------------------------------------- |  | --------------- | ------ | - | --------------------- | - | ------- | -------------------------- |  | - | ------------ | - |  | ------------ | ------
|NET SALES                             |  | $               |       |   |                       | $ | 108,708 |                            |  | $ | 60,428       |   |  | $            | (5,648
|COST OF GOODS SOLD                    |  |                 |       |   |                       |   | 89,913  |                            |  |   | 50,911       |   |  |              | (5,948
|                                      |  |                 |        |   |                       |   |         |                            |  |   |              |   |  |              |       
|GROSS PROFIT                          |  |                 |       |   |                       |   | 18,795  |                            |  |   | 9,517        |   |  |              | 300   
|OPERATING EXPENSES:                   |  |                 |        |   |                       |   |         |                            |  |   |              |   |  |              |       
|Distribution                          |  |                 |       |   |                       |   | 7,681   |                            |  |   | 3,191        |   |  |              |      
|Selling, general and administrative   |  |                 | 5      |   |                       |   | 10,665  |                            |  |   | 4,228        |   |  |              |      
|Other expenses                        |  |                 | 1,013  |   |                       |   | 825     |                            |  |   |             |   |  |              |      
|                                      |  |                 |        |   |                       |   |         |                            |  |   |              |   |  |              |       
|INCOME (LOSS) FROM OPERATIONS         |  |                 | (1,018 | ) |                       |   | (376    | )                          |  |   | 2,098        |   |  |              | 300   
|Interest, net                         |  |                 | 1,768  |   |                       |   | 7,664   |                            |  |   | 1,062        |   |  |              |      
|Income from unconsolidated affiliates |  |                 |       |   |                       |   |        |                            |  |   | (1,512       | ) |  |              |      
|Other, net                            |  |                 |       |   |                       |   | (394    | )                          |  |   | 808          |   |  |              |      
|                                      |  |                 |        |   |                       |   |         |                            |  |   |              |   |  |              |       
|INCOME (LOSS) BEFORE INCOME TAXES     |  |                 | (2,786 | ) |                       |   | (7,646  | )                          |  |   | 1,740        |   |  |              | 300   
|PROVISION (BENEFIT) FOR INCOME TAXES: |  |                 |        |   |                       |   |         |                            |  |   |              |   |  |              |       
|Current                               |  |                 |       |   |                       |   | 8       |                            |  |   | 263          |   |  |              |      
|Deferred                              |  |                 | (1,293 | ) |                       |   | (2,423  | )                          |  |   | 256          |   |  |              |      
|                                      |  |                 |        |   |                       |   |         |                            |  |   |              |   |  |              |       
|                                      |  |                 | (1,293 | ) |                       |   | (2,415  | )                          |  |   | 519          |   |  |              |      
|                                      |  |                 |        |   |                       |   |         |                            |  |   |              |   |  |              |       
|NET INCOME (LOSS)                     |  | $               | (1,493 | ) |                       | $ | (5,231  | )                          |  | $ | 1,221        |   |  | $            | 300   
|                                      |  |                 |        |   |                       |   |         |                            |  |   |              |   |  |              |       



RADNOR HOLDINGS
CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the six months ended June 27, 2003

(In thousands)



|                                                                            |  | Holding Company |         |   | GuarantorSubsidiaries |   |         | Non-Guarantor Subsidiaries |  |   | Eliminations |   |  | Consolidated |       
|--------------------------------------------------------------------------- |  | --------------- | ------- | - | --------------------- | - | ------- | -------------------------- |  | - | ------------ | - |  | ------------ | ------
|Net cash provided by (used in) operating activities:                        |  | $               | 655     |   |                       | $ | (9,905  | )                          |  | $ | (3,078       | ) |  | $            | 1,633 
|Cash flows from investing activities:                                       |  |                 |         |   |                       |   |         |                            |  |   |              |   |  |              |       
|Capital expenditures                                                        |  |                 |        |   |                       |   | (6,348  | )                          |  |   | (436         | ) |  |              |      
|Change in other assets                                                      |  |                 | (3,188  | ) |                       |   | 2,722   |                            |  |   | 353          |   |  |              |      
|                                                                            |  |                 |         |   |                       |   |         |                            |  |   |              |   |  |              |       
|Net cash used in investing activities                                       |  |                 | (3,188  | ) |                       |   | (3,626  | )                          |  |   | (83          | ) |  |              |      
|                                                                            |  |                 |         |   |                       |   |         |                            |  |   |              |   |  |              |       
|Cash flows from financing activities:                                       |  |                 |         |   |                       |   |         |                            |  |   |              |   |  |              |       
|Net borrowings (payments) on bank financed debt and unsecured notes payable |  |                 | (24,500 | ) |                       |   | 42,052  |                            |  |   | 3,771        |   |  |              |      
|Net payments on capitalized lease obligations                               |  |                 |        |   |                       |   | (413    | )                          |  |   |             |   |  |              |      
|Payment of financing costs                                                  |  |                 |        |   |                       |   | (4,546  | )                          |  |   |             |   |  |              |      
|Change in intercompany, net                                                 |  |                 | 27,033  |   |                       |   | (22,802 | )                          |  |   | (2,598       | ) |  |              | (1,633
|                                                                            |  |                 |         |   |                       |   |         |                            |  |   |              |   |  |              |       
|Net cash provided by (used in) financing activities                         |  |                 | 2,533   |   |                       |   | 14,291  |                            |  |   | 1,173        |   |  |              | (1,633
|                                                                            |  |                 |         |   |                       |   |         |                            |  |   |              |   |  |              |       
|Effect of exchange rate changes on cash                                     |  |                 |        |   |                       |   | (899    | )                          |  |   | (202         | ) |  |              |      
|                                                                            |  |                 |         |   |                       |   |         |                            |  |   |              |   |  |              |       
|Net decrease in cash                                                        |  |                 |        |   |                       |   | (139    | )                          |  |   | (2,190       | ) |  |              |      
|Cash, beginning of period                                                   |  |                 |        |   |                       |   | 261     |                            |  |   | 3,798        |   |  |              |      
|                                                                            |  |                 |         |   |                       |   |         |                            |  |   |              |   |  |              |       
|Cash, end of period                                                         |  | $               |        |   |                       | $ | 122     |                            |  | $ | 1,608        |   |  | $            |      
|                                                                            |  |                 |         |   |                       |   |         |                            |  |   |              |   |  |              |       



12



---

RADNOR HOLDINGS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 27, 2002

(In thousands)



|                                                                    |  | HoldingCompany |         |   | GuarantorSubsidiaries |   |         | Non- GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |         
|------------------------------------------------------------------- |  | -------------- | ------- | - | --------------------- | - | ------- | -------------------------- |  | - | ------------ | - |  | ------------ | --------
|ASSETS                                                              |  |                |         |   |                       |   |         |                            |  |   |              |   |  |              |         
|CURRENT ASSETS:                                                     |  |                |         |   |                       |   |         |                            |  |   |              |   |  |              |         
|Cash                                                                |  | $              |        |   |                       | $ | 261     |                            |  | $ | 3,798        |   |  | $            |        
|Accounts receivable, net                                            |  |                |        |   |                       |   | 21,390  |                            |  |   | 20,188       |   |  |              | (5,413  
|Inventories, net                                                    |  |                |        |   |                       |   | 29,578  |                            |  |   | 8,137        |   |  |              |        
|Intercompany receivable                                             |  |                |        |   |                       |   | (1,660  | )                          |  |   | 10,791       |   |  |              | (9,131  
|Prepaid expenses and other                                          |  |                | 1,840   |   |                       |   | 6,280   |                            |  |   | 840          |   |  |              | (1,845  
|Deferred tax asset                                                  |  |                |        |   |                       |   | 1,838   |                            |  |   |             |   |  |              |        
|                                                                    |  |                |         |   |                       |   |         |                            |  |   |              |   |  |              |         
|Total current assets                                                |  |                | 1,840   |   |                       |   | 57,687  |                            |  |   | 43,754       |   |  |              | (16,389 
|                                                                    |  |                |         |   |                       |   |         |                            |  |   |              |   |  |              |         
|PROPERTY, PLANT AND EQUIPMENT, at cost:                             |  |                |        |   |                       |   | 199,253 |                            |  |   | 50,164       |   |  |              |        
|LESSACCUMULATED DEPRECIATION                                       |  |                |        |   |                       |   | (59,742 | )                          |  |   | (14,179      | ) |  |              |        
|                                                                    |  |                |         |   |                       |   |         |                            |  |   |              |   |  |              |         
|NET PROPERTY, PLANT AND EQUIPMENT                                   |  |                |        |   |                       |   | 139,511 |                            |  |   | 35,985       |   |  |              |        
|                                                                    |  |                |         |   |                       |   |         |                            |  |   |              |   |  |              |         
|INTERCOMPANY RECEIVABLE                                             |  |                | 32,641  |   |                       |   | 1,990   |                            |  |   | (266         | ) |  |              | (34,365 
|INVESTMENT IN SUBSIDIARIES                                          |  |                | 106,153 |   |                       |   | 24,235  |                            |  |   | 843          |   |  |              | (131,231
|OTHER NON-CURRENT ASSETS                                            |  |                | 1,809   |   |                       |   | 4,408   |                            |  |   | 15,527       |   |  |              |        
|                                                                    |  |                |         |   |                       |   |         |                            |  |   |              |   |  |              |         
|Total assets                                                        |  | $              | 142,443 |   |                       | $ | 227,831 |                            |  | $ | 95,843       |   |  | $            | (181,985
|                                                                    |  |                |         |   |                       |   |         |                            |  |   |              |   |  |              |         
|LIABILITIES AND STOCKHOLDERS EQUITY                                |  |                |         |   |                       |   |         |                            |  |   |              |   |  |              |         
|                                                                    |  |                |         |   |                       |   |         |                            |  |   |              |   |  |              |         
|CURRENT LIABILITIES:                                                |  |                |         |   |                       |   |         |                            |  |   |              |   |  |              |         
|Accounts payable                                                    |  | $              |        |   |                       | $ | 23,008  |                            |  | $ | 11,601       |   |  | $            | (468    
|Accrued liabilities                                                 |  |                | 1,161   |   |                       |   | 13,725  |                            |  |   | 2,231        |   |  |              | (1,963  
|Intercompany payable                                                |  |                |        |   |                       |   | 8,601   |                            |  |   | (3,171       | ) |  |              | (5,430  
|Current portion of long-term debt and capitalized lease obligations |  |                |        |   |                       |   | 6,811   |                            |  |   | 878          |   |  |              |        
|                                                                    |  |                |         |   |                       |   |         |                            |  |   |              |   |  |              |         
|Total current liabilities                                           |  |                | 1,161   |   |                       |   | 52,145  |                            |  |   | 11,539       |   |  |              | (7,861  
|                                                                    |  |                |         |   |                       |   |         |                            |  |   |              |   |  |              |         
|LONG-TERM DEBT, net of current portion                              |  |                | 159,886 |   |                       |   | 57,824  |                            |  |   | 4,778        |   |  |              | (16,560 
|                                                                    |  |                |         |   |                       |   |         |                            |  |   |              |   |  |              |         
|CAPITALIZED LEASE OBLIGATIONS, net of current portion               |  |                |        |   |                       |   | 1,597   |                            |  |   |             |   |  |              |        
|                                                                    |  |                |         |   |                       |   |         |                            |  |   |              |   |  |              |         
|INTERCOMPANY PAYABLE                                                |  |                | 25,736  |   |                       |   | 5,074   |                            |  |   | 16,553       |   |  |              | (47,363 
|                                                                    |  |                |         |   |                       |   |         |                            |  |   |              |   |  |              |         
|DEFERRED TAX LIABILITY                                              |  |                | (3,991  | ) |                       |   | 7,521   |                            |  |   | 4,167        |   |  |              | 119     
|                                                                    |  |                |         |   |                       |   |         |                            |  |   |              |   |  |              |         
|OTHER NON-CURRENT LIABILITIES                                       |  |                |        |   |                       |   | 1,745   |                            |  |   | 1            |   |  |              |        
|                                                                    |  |                |         |   |                       |   |         |                            |  |   |              |   |  |              |         
|COMMITMENTS AND CONTINGENCIES                                       |  |                |        |   |                       |   |        |                            |  |   |             |   |  |              |        
|STOCKHOLDERS EQUITY:                                               |  |                |         |   |                       |   |         |                            |  |   |              |   |  |              |         
|Common stock                                                        |  |                | 1       |   |                       |   | 4       |                            |  |   | 22           |   |  |              | (26     
|Additional paid-in capital                                          |  |                | 9,164   |   |                       |   | 96,761  |                            |  |   | 23,463       |   |  |              | (110,001
|Retained earnings (deficit)                                         |  |                | (49,514 | ) |                       |   | 10,928  |                            |  |   | 34,216       |   |  |              | (293    
|Cumulative translation adjustment                                   |  |                |        |   |                       |   | (5,768  | )                          |  |   | 1,104        |   |  |              |        
|                                                                    |  |                |         |   |                       |   |         |                            |  |   |              |   |  |              |         
|Total stockholders equity (deficit)                                |  |                | (40,349 | ) |                       |   | 101,925 |                            |  |   | 58,805       |   |  |              | (110,320
|                                                                    |  |                |         |   |                       |   |         |                            |  |   |              |   |  |              |         
|Total liabilities and stockholders equity                          |  | $              | 142,443 |   |                       | $ | 227,831 |                            |  | $ | 95,843       |   |  | $            | (181,985
|                                                                    |  |                |         |   |                       |   |         |                            |  |   |              |   |  |              |         



13



---

RADNOR HOLDINGS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the three months ended June 28,
2002

(In thousands)



|                                                              |  | HoldingCompany |        |   | GuarantorSubsidiaries |   |        | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |       
|------------------------------------------------------------- |  | -------------- | ------ | - | --------------------- | - | ------ | ------------------------- |  | - | ------------ | - |  | ------------ | ------
|NET SALES                                                     |  | $              |       |   |                       | $ | 57,703 |                           |  | $ | 29,363       |   |  | $            | (2,473
|COST OF GOODS SOLD                                            |  |                |       |   |                       |   | 42,768 |                           |  |   | 22,480       |   |  |              | (2,473
|                                                              |  |                |        |   |                       |   |        |                           |  |   |              |   |  |              |       
|GROSS PROFIT                                                  |  |                |       |   |                       |   | 14,935 |                           |  |   | 6,883        |   |  |              |      
|OPERATING EXPENSES:                                           |  |                |        |   |                       |   |        |                           |  |   |              |   |  |              |       
|Distribution                                                  |  |                |       |   |                       |   | 4,302  |                           |  |   | 1,513        |   |  |              |      
|Selling, general and administrative                           |  |                |       |   |                       |   | 6,498  |                           |  |   | 1,472        |   |  |              |      
|                                                              |  |                |        |   |                       |   |        |                           |  |   |              |   |  |              |       
|INCOME FROM OPERATIONS                                        |  |                |       |   |                       |   | 4,135  |                           |  |   | 3,898        |   |  |              |      
|Interest, net                                                 |  |                | 2,440  |   |                       |   | 2,208  |                           |  |   | 436          |   |  |              |      
|Income from unconsolidated affiliates                         |  |                |       |   |                       |   |       |                           |  |   | (308         | ) |  |              |      
|Other, net                                                    |  |                |       |   |                       |   | (127   | )                         |  |   | 502          |   |  |              |      
|                                                              |  |                |        |   |                       |   |        |                           |  |   |              |   |  |              |       
|INCOME (LOSS) BEFORE INCOME TAXES AND DISCONTINUED OPERATIONS |  |                | (2,440 | ) |                       |   | 2,054  |                           |  |   | 3,268        |   |  |              |      
|                                                              |  |                |        |   |                      
|PROVISION FOR INCOME TAXES:                                   |  |                |        |   |                       |   |        |                           |  |   |              |   |  |              |       
|Current                                                       |  |                |       |   |                       |   | 116    |                           |  |   |             |   |  |              |      
|Deferred                                                      |  |                |       |   |                       |   | 979    |                           |  |   |             |   |  |              |      
|                                                              |  |                |        |   |                       |   |        |                           |  |   |              |   |  |              |       
|                                                              |  |                |       |   |                       |   | 1,095  |                           |  |   |             |   |  |              |      
|                                                              |  |                |        |   |                       |   |        |                           |  |   |              |   |  |              |       
|INCOME (LOSS) FROM CONTINUING OPERATIONS                      |  |                | (2,440 | ) |                       |   | 959    |                           |  |   | 3,268        |   |  |              |      
|LOSS FROM DISCONTINUED OPERATIONS, net of tax                 |  |                | (48    | ) |                       |   |       |                           |  |   |              |   |  |              |       
|                                                              |  |                |        |   |                       |   |        |                           |  |   |              |   |  |              |       
|NET INCOME (LOSS)                                             |  | $              | (2,488 | ) |                       | $ | 959    |                           |  | $ | 3,268        |   |  | $            |      
|                                                              |  |                |        |   |                       |   |        |                           |  |   |              |   |  |              |       



14



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RADNOR HOLDINGS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the six months ended June 28, 2002

(In thousands)



|                                                              |  | HoldingCompany |        |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |       
|------------------------------------------------------------- |  | -------------- | ------ | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ------------ | ------
|NET SALES                                                     |  | $              |       |   |                       | $ | 112,890 |                           |  | $ | 48,126       |   |  | $            | (4,975
|COST OF GOODS SOLD                                            |  |                |       |   |                       |   | 83,892  |                           |  |   | 37,761       |   |  |              | (4,975
|                                                              |  |                |        |   |                       |   |         |                           |  |   |              |   |  |              |       
|GROSS PROFIT                                                  |  |                |       |   |                       |   | 28,998  |                           |  |   | 10,365       |   |  |              |      
|OPERATING EXPENSES:                                           |  |                |        |   |                       |   |         |                           |  |   |              |   |  |              |       
|Distribution                                                  |  |                |       |   |                       |   | 8,335   |                           |  |   | 2,605        |   |  |              |      
|Selling, general and administrative                           |  |                | (96    | ) |                       |   | 12,759  |                           |  |   | 2,836        |   |  |              |      
|                                                              |  |                |        |   |                       |   |         |                           |  |   |              |   |  |              |       
|INCOME FROM OPERATIONS                                        |  |                | 96     |   |                       |   | 7,904   |                           |  |   | 4,924        |   |  |              |      
|Interest, net                                                 |  |                | 2,440  |   |                       |   | 6,887   |                           |  |   | 769          |   |  |              |      
|Income from unconsolidated affiliates                         |  |                |       |   |                       |   |        |                           |  |   | (650         | ) |  |              |      
|Other, net                                                    |  |                |       |   |                       |   | (288    | )                         |  |   | 791          |   |  |              |      
|                                                              |  |                |        |   |                       |   |         |                           |  |   |              |   |  |              |       
|INCOME (LOSS) BEFORE INCOME TAXES AND DISCONTINUED OPERATIONS |  |                | (2,344 | ) |                       |   | 1,305   |                           |  |   | 4,014        |   |  |              |      
|PROVISION FOR INCOME TAXES:                                   |  |                |        |   |                       |   |         |                           |  |   |              |   |  |              |       
|Current                                                       |  |                | 5      |   |                       |   | 115     |                           |  |   |             |   |  |              |      
|Deferred                                                      |  |                | 31     |   |                       |   | 979     |                           |  |   |             |   |  |              |      
|                                                              |  |                |        |   |                       |   |         |                           |  |   |              |   |  |              |       
|                                                              |  |                | 36     |   |                       |   | 1,094   |                           |  |   |             |   |  |              |      
|                                                              |  |                |        |   |                       |   |         |                           |  |   |              |   |  |              |       
|INCOME (LOSS) FROM CONTINUING OPERATIONS                      |  |                | (2,380 | ) |                       |   | 211     |                           |  |   | 4,014        |   |  |              |      
|LOSS FROM DISCONTINUED OPERATIONS, net of tax                 |  |                | (48    | ) |                       |   |        |                           |  |   |             |   |  |              |      
|                                                              |  |                |        |   |                       |   |         |                           |  |   |              |   |  |              |       
|NET INCOME (LOSS)                                             |  | $              | (2,428 | ) |                       | $ | 211     |                           |  | $ | 4,014        |   |  | $            |      
|                                                              |  |                |        |   |                       |   |         |                           |  |   |              |   |  |              |       





RADNOR HOLDINGS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH
FLOWS

For the six months ended June 28, 2002

(In thousands)



|                                                                            |  | HoldingCompany |        |   | GuarantorSubsidiaries |   |        | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |     
|--------------------------------------------------------------------------- |  | -------------- | ------ | - | --------------------- | - | ------ | ------------------------- |  | - | ------------ | - |  | ------------ | ----
|Net cash provided by (used in) operating activities:                        |  | $              | (2,654 | ) |                       | $ | 2,288  |                           |  | $ | (3,317       | ) |  | $            | 201 
|Cash flows from investing activities:                                       |  |                |        |   |                       |   |        |                           |  |   |              |   |  |              |     
|Capital expenditures                                                        |  |                |       |   |                       |   | (3,820 | )                         |  |   | (170         | ) |  |              |    
|Change in other assets                                                      |  |                | 525    |   |                       |   | (2,114 | )                         |  |   | (517         | ) |  |              |    
|                                                                            |  |                |        |   |                       |   |        |                           |  |   |              |   |  |              |     
|Net cash provided by (used in) investing activities                         |  |                | 525    |   |                       |   | (5,934 | )                         |  |   | (687         | ) |  |              |    
|                                                                            |  |                |        |   |                       |   |        |                           |  |   |              |   |  |              |     
|Cash flows from financing activities:                                       |  |                |        |   |                       |   |        |                           |  |   |              |   |  |              |     
|Net borrowings (payments) on bank financed debt and unsecured notes payable |  |                | (404   | ) |                       |   | 4,974  |                           |  |   | 3,565        |   |  |              |    
|Net payments on capitalized lease obligations                               |  |                |       |   |                       |   | (446   | )                         |  |   |             |   |  |              |    
|Change in intercompany, net                                                 |  |                | 2,533  |   |                       |   | (3,908 | )                         |  |   | 797          |   |  |              | 578 
|                                                                            |  |                |        |   |                       |   |        |                           |  |   |              |   |  |              |     
|Net cash provided by financing activities                                   |  |                | 2,129  |   |                       |   | 620    |                           |  |   | 4,362        |   |  |              | 578 
|                                                                            |  |                |        |   |                       |   |        |                           |  |   |              |   |  |              |     
|Effect of exchange rate changes on cash                                     |  |                |       |   |                       |   | 429    |                           |  |   | 88           |   |  |              | (779
|                                                                            |  |                |        |   |                       |   |        |                           |  |   |              |   |  |              |     
|Net increase (decrease) in cash                                             |  |                |       |   |                       |   | (2,597 | )                         |  |   | 446          |   |  |              |    
|Cash, beginning of period                                                   |  |                |       |   |                       |   | 3,020  |                           |  |   | 1,284        |   |  |              |    
|                                                                            |  |                |        |   |                       |   |        |                           |  |   |              |   |  |              |     
|Cash, end of period                                                         |  | $              |       |   |                       | $ | 423    |                           |  | $ | 1,730        |   |  | $            |    
|                                                                            |  |                |        |   |                       |   |        |                           |  |   |              |   |  |              |     



15



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|Item2. |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------ |  | -------------------------------------------------------------------------------------



General



Radnor Holdings Corporation, through acquisition and internal development, has established itself as a leading manufacturer and distributor of foam
packaging and specialty chemical products for the foodservice, insulation and protective packaging industries.



The packaging business segment manufactures and distributes foam cup and container products for the foodservice industry, through its WinCup Holdings,
Inc. (WinCup) subsidiary. WinCup is the second largest producer in the United States of foam cups and containers for the foodservice industry. The specialty chemicals business segment primarily manufactures and distributes expandable
polystyrene (EPS) bead for internal consumption and distribution to the insulation and packaging industries. Through its Radnor Chemical Corporation subsidiary, the Company is the fifth largest worldwide producer of EPS.



Results of Operations



CONSOLIDATED



|                       |  | Three Months Ended |      | Six Months Ended
|---------------------- |  | ------------------ | ---- | ----------------
|(Millions of dollars)  |  | June 27, 2003      |      |                 
|Net sales              |  | $                  | 83.2 |                 
|                       |  |                    |      |                 
|Gross profit           |  |                    | 11.8 |                 
|                       |  |                    |      |                 
|Operating expenses     |  |                    | 13.3 |                 
|                       |  |                    |      |                 
|Income from operations |  |                    | (1.5 | )               
|                       |  |                    |      |                 



Net sales for the
three months ended June 27, 2003 were $83.2 million, a decrease of $1.4 million from $84.6 million for the three months ended June 28, 2002. This decrease was primarily due to lower sales volumes at the specialty chemicals segment ($5.5 million) and
the packaging segment ($2.2 million), partially offset by higher selling prices at the specialty chemicals segment ($6.5 million).



Gross profit for the three months ended June 27, 2003 decreased by $10.0 million to $11.8 million from $21.8 million for the comparable period in 2002.
This was primarily caused by lower gross profit at the specialty chemicals operations ($2.2 million) and the domestic packaging operations ($7.4 million) resulting from lower sales volumes, as well as higher raw material and natural gas costs.



Operating expenses for the three months ended June 27, 2003
decreased by $0.5 million to $13.3 million from $13.8 million for the comparable period in 2002. This decrease was primarily due to lower general and administrative costs at the Companys corporate offices.



Net sales for the six months ended June 27, 2003 were $163.5 million, $7.5
million higher than the six months ended June 28, 2002. This increase was primarily due to higher selling prices at the specialty chemicals segment ($16.4 million), partially offset by lower sales volumes at both the specialty chemicals and
packaging segments ($8.6 million).



Gross profit for the six
months ended June 27, 2003 was $28.6 million, a $10.8 million decrease from $39.4 million for the comparable period in 2002. This was primarily caused by lower gross profit at the



16



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domestic packaging operations ($9.8 million) resulting from lower sales volumes, as well as higher raw material and
natural gas costs.



Operating expenses for the six months ended
June 27, 2003 increased by $1.1 million to $27.6 million from $26.5 million for the six months ended June 28, 2002. Excluding the other expenses of $1.8 million related to the extinguishment of long-term debt as described in note 4 to the condensed
consolidated financial statements included elsewhere herein, operating expenses decreased by $0.7 million from the six months ended June 28, 2002. This decrease was primarily due to lower depreciation and amortization ($0.9 million) combined with
savings realized from cost containment initiatives ($0.5 million), partially offset by higher employee-related costs ($0.7 million) at the Companys corporate offices.



SEGMENT ANALYSIS



Packaging



|                       |  | Three Months Ended |      | Six Months Ended
|---------------------- |  | ------------------ | ---- | ----------------
|(Millions of dollars)  |  | June 27, 2003      |      | June 28, 2002   
|Net sales              |  | $                  | 47.8 |                 
|                       |  |                    |      |                 
|Gross profit           |  |                    | 7.4  |                 
|                       |  |                    |      |                 
|Operating expenses     |  |                    | 7.0  |                 
|                       |  |                    |      |                 
|Income from operations |  |                    | 0.4  |                 
|                       |  |                    |      |                 



Net sales for the
three months ended June 27, 2003 decreased by $1.7 million to $47.8 million from $49.5 million for the three months ended June 28, 2002. This decrease was primarily due to lower sales volumes at the domestic packaging operations ($2.2 million), due
in large part to the hostilities in the Middle East and their overall impact on the economy. The decrease in net sales was partially off set by higher selling prices ($0.6 million) experienced throughout the segment.



Gross profit decreased to $7.4 million for the three months ended June 27,
2003 from $14.8 million for the comparable three-month period in 2002. This decrease in gross profit was primarily due to increased natural gas costs ($3.2 million) and the impact of lower sales volumes ($1.0 million), combined with higher raw
material costs in the domestic operations.



Operating expenses
of $7.0 million for the three months ended June 27, 2003 were $0.1 million higher than the comparable period in 2002. This increase was due to higher distribution costs ($0.3 million), partially offset by lower general and administrative
expenditures ($0.2 million), which resulted from cost savings initiatives implemented during the first quarter of fiscal 2003. For the reasons described above, income from operations decreased by $7.5 million to $0.4 million for the three months
ended June 27, 2003.



During the six months ended June 27,
2003, net sales decreased by $3.9 million to $92.8 million from $96.7 million during the six months ended June 27, 2002. This was primarily due to a 4.1% reduction in sales volume at the domestic packaging segment ($4.1 million) caused in large part
by the hostilities in the Middle East and their overall impact on the economy.



Gross profit decreased by $9.8 million to $19.6 million for the six months ended June 27, 2003 from $29.4 million for the comparable six-month period in 2002. This decrease in gross profit was primarily due to



17



---

increased natural gas costs ($4.2 million) and the impact of lower sales volumes ($1.8 million), combined with higher raw
material costs in the domestic operations.



Operating expenses
decreased by $0.6 million for the six months ended June 27, 2003 to $12.7 million from $13.3 million for the comparable period in 2002. The decrease was primarily due to lower distribution costs resulting from the reduction in sales volumes at the
domestic packaging operations, as described above. For the reasons described above, income from operations decreased by $9.2 million to $6.9 million for the six months ended June 27, 2003.



Specialty Chemicals



|                       |  | Three Months Ended |      | Six Months Ended
|---------------------- |  | ------------------ | ---- | ----------------
|(Millions of dollars)  |  | June 27, 2003      |      | June 28, 2002   
|Net sales              |  | $                  | 38.1 |                 
|                       |  |                    |      |                 
|Gross profit           |  |                    | 4.4  |                 
|                       |  |                    |      |                 
|Operating expenses     |  |                    | 4.0  |                 
|                       |  |                    |      |                 
|Income from operations |  |                    | 0.4  |                 
|                       |  |                    |      |                 



Net sales for the
three months ended June 27, 2003 were $38.1 million, an increase of $1.0 million from $37.1 million for the three months ended June 28, 2002. This 2.7% increase was primarily due to higher selling prices ($6.5 million) resulting indirectly from
increased styrene monomer prices as compared to the similar period in the prior year, partially offset by lower sales volumes ($5.5 million). Net sales for the three months ended June 27, 2003 and June 28, 2002 included sales to the packaging
segment of $2.6 million and $2.4 million, respectively.



Gross
profit decreased by $2.2 million to $4.4 million for the three months ended June 27, 2003 from $6.6 million for the comparable period in the prior year. This decrease was primarily caused by increased natural gas costs ($0.2 million) and the impact
of decreased sales volumes ($1.5 million).



For the three
months ended June 27, 2003, operating expenses as a percentage of net sales decreased to 10.5% from 10.5% for the comparable three-month period in the prior year. For the reasons described above, income from operations decreased by $2.2 million to
$0.4 million for the three months ended June 27, 2003.



Net
sales for the six months ended June 27, 2003 were $75.1 million, an increase of $11.8 million from $63.3 million for the six months ended June 28, 2002. This increase was primarily due to an increase in selling prices ($16.4 million) resulting
indirectly from increased styrene monomer prices as compared to the same period in the prior year, partially offset by lower sales volumes ($4.5 million), primarily in the domestic operations. Net sales for the six months ended June 27, 2003 and
June 28, 2002 included sales to the packaging segment of $4.4 million and $4.9 million, respectively.



Gross profit of $9.0 million for the six months ended June 27, 2003 was consistent with the comparable period in the prior year as higher selling prices
offset the impact of higher raw material ($11.8 million) and natural gas costs ($0.5 million).



For the six months ended June 27, 2003, operating expenses increased by $0.8 million to $8.2 million from $7.4 million for the comparable period in the prior year, due primarily to a $0.5 million increase in
distribution costs at the European specialty chemicals operations. For the reasons described above, income from operations decreased by $0.8 million to $0.8 million for the six months ended June 27, 2003.



18



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Corporate & Other



Corporate operating expenses decreased by $0.6 million to $2.4 million for the three months ended June 27, 2003, primarily due to lower depreciation and
amortization.



Other expenses of $0.2 million for the three
months ended June 27, 2003 decreased slightly from the similar period in the prior year. Income from unconsolidated affiliates increased by $0.4 million to $0.7 million for the three months ended June 27, 2003 due to increased earnings at the
private equity partnerships in which the Company has investments.



Corporate operating expenses increased by $1.0 million to $6.7 million for the six months ended June 27, 2003. Excluding the other expenses of $1.8 million related to the extinguishment of long-term debt as described in note 4 to the
condensed consolidated financial statements included elsewhere herein, operating expenses decreased by $0.8 million. This was primarily due to lower depreciation and amortization ($1.0 million) and decreased general and administrative costs ($0.5
million) realized from cost containment initiatives, partially offset by higher employee-related costs ($0.7 million).



Other expenses of $0.4 million for the six months ended June 27, 2003 decreased slightly from the similar period in the prior year. Income from
unconsolidated affiliates increased by $0.8 million to $1.5 million for the six months ended June 27, 2003 due to increased earnings at the private equity partnerships in which the Company has investments.





Interest
Expense



|                      |  | Three Months Ended |     | Six Months Ended
|--------------------- |  | ------------------ | --- | ----------------
|(Millions of dollars) |  | June 27, 2003      |     | June 28, 2002   
|Interest expense      |  | $                  | 5.1 |                 
|                      |  |                    |     |                 



Interest expense for
the three months ended June 27, 2003 of $5.1 million remained consistent with the comparable period in the prior year as the impact of higher average debt levels were entirely offset by lower interest rates.



Interest expense for the six months ended June 27, 2003 of $10.5 million
increased by $0.4 million from $10.1 million as compared to the similar period in the prior year. This increase was primarily due to higher average debt levels, partially offset by lower interest rates as compared to the same period in the prior
year.





Income Taxes



|                             |  | Three Months Ended |  | Six Months Ended
|---------------------------- |  | ------------------ |  | ----------------
|(Millions of dollars)        |  | June 27, 2003      |  | June 28, 2002   
|Income tax expense (benefit) |  | $(2.3)             |  | $1.1            
|                             |  |                    |  |                 



The effective tax rate
for the periods ended June 27, 2003 and June 28, 2002 was 38.0% of pre-tax income. As of June 27, 2003, the Company had approximately $71.9 million of net operating loss carryforwards for federal income tax purposes, which expire through 2023.



19



---



Liquidity and Capital Resources

During the six months ended June 27, 2003 and June 28, 2002, the Company used $10.7 million and $3.5 million, respectively, in
operating activities. During the 2003 period, the Company had negative after-tax cash flow of $1.8 million, as well as an $8.3 million increase in working capital. This increase in working capital was primarily caused by higher inventory ($3.0
million) at our domestic packaging operations and higher accounts receivable ($6.8 million) at our specialty chemicals operations. The increase in inventory primarily resulted from an increase in inventory unit volume (approximately 31%) from
December 28, 2002 through June 27, 2003, due to seasonal production patterns, as well as from higher raw material and energy-related costs described above. The increase in accounts receivable was primarily caused by an increase in average selling
prices at the specialty chemicals operations as compared to the first half of fiscal 2003, resulting from increases in the cost of our primary raw material, styrene monomer.



For the six-month period ended June 27, 2003 inventory turnover decreased to approximately 8.9 times per year from
approximately 10.4 times per year for the similar six-month period in 2002. This decrease was primarily due to an increase in inventory unit volume in the domestic packaging operations described above. For the six-month period ended June 27, 2003
the average collection period for our accounts receivable remained relatively constant at 46 days as compared to 45 days for the similar period in the prior year.



The Company used $6.9 million and $6.1 million in investing activities for the six months ended June 27, 2003 and June 28,
2002, respectively. The Company made $6.8 million in capital expenditures and increased other assets by $0.5 million for the six months ended June 27, 2003. The Companys investments in unconsolidated affiliates exceeded the distributions
received from these affiliates by approximately $0.4 million for this period.



During the six months ended June 27, 2003 and June 28, 2002, the Companys principal source of funds consisted of cash from financing activities. On March 11, 2003, the Company issued 11.0% Senior Notes due 2010
and amended its domestic revolving credit facility to include a $45.0 million term loan and to increase the revolving credit commitment from $35.0 million to $45.0 million. The proceeds were used to repay $159.5 million of senior notes due 2003 and
outstanding borrowings under the Companys revolving credit facilities. In connection with this financing, the Company paid approximately $5.0 million of financing costs.



As of June 27, 2003, the Company had $39.7 million outstanding and, including cash on hand, had $11.2 million of
availability under its credit facilities. The principal uses of cash for the next several years will be working capital requirements, capital expenditures and debt service.



As a holding company, the Company is dependent upon dividends and other payments from its subsidiaries to generate the funds
necessary to meet its obligations. Subject to certain limitations, the Company is, and will continue to be, able to control its receipt of dividends and other payments from its subsidiaries. Management believes that cash generated from operations,
together with available borrowings under its revolving credit facilities, will be sufficient to meet the Companys expected operating needs, planned capital expenditures and debt service requirements. There can be no assurance, however, that
sufficient funds will be available from operations or borrowings under its credit agreements to meet the Companys cash needs.





Recent Developments



In June 2003, a court granted summary judgment in favor of one of the
Companys styrene monomer suppliers in a dispute regarding the pricing terms of a supply contract. While the Company believes its position in the pricing dispute had merit, it has agreed to an amicable settlement with the supplier. This
settlement has not had and is not expected to have a material impact on the Companys results of operations or financial condition.



Contractual Obligations and Commercial Commitments



The Company is obligated to make future payments under various contracts such as debt agreements, lease agreements and unconditional purchase obligations,
and has certain contingent commitments, including letters of credit. There have been no material changes to Contractual Obligations and Commercial Commitments as reflected in the Managements Discussion and Analysis in the Companys 2002
annual report on Form 10-K. Reference is made to Notes 3 and 4 to the consolidated financial statements in the Companys 2002 annual report on Form 10-K for additional information on long-term debt, leases and commitments and contingencies.



20



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Critical Accounting Policies and Estimates



Managements Discussion and Analysis of the Financial Condition and Results of Operations of the Company is based on
the consolidated financial statements and accompanying notes that have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.



Included in the Companys 2002 annual report on Form 10-K are the significant accounting policies of the Company, which are described in Note 2 to the consolidated financial statements and the critical accounting policies and
estimates, which are described in the Managements Discussion and Analysis of Financial Condition and Results of Operations. Information concerning the Companys implementation and impact of new accounting standards issued by the Financial
Accounting Standards Board (FASB) is included in the notes to the consolidated financial statements included herein. Otherwise, there were no changes in the Companys accounting policies and estimates in the current period that had a material
impact on the Companys financial condition, change in financial condition, liquidity or results of operations.





Forward Looking Statements



All statements contained herein that are not historical facts are based on
current expectations. These statements are forward looking in nature and involve a number of risks and uncertainties. Such risks and uncertainties are described in detail in the Companys annual report on Form 10-K for the year ended December
27, 2002, Commission File No. 333-19495, to which reference is hereby made.



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|Item 4. |  | CONTROLS AND PROCEDURES
|------- |  | -----------------------



|(a) |  | Evaluation of Disclosure Controls and Procedures
|--- |  | ------------------------------------------------



The Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Companys disclosure controls and procedures as of
a date within 90 days prior to the filing of this Form 10-Q (the Evaluation Date), concluded that such disclosure controls and procedures are effective to ensure that material information relating to the Company, including its
consolidated subsidiaries, is being made known to them, particularly during the period for which the periodic reports are being prepared.



|(b) |  | Changes in Internal Controls
|--- |  | ----------------------------



No significant changes were made in the Companys internal controls or in other factors that could significantly affect these controls subsequent to
the Evaluation Date.





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PART II  OTHER INFORMATION



|Item 1. |  | LEGAL PROCEEDINGS
|------- |  | -----------------



The Company is involved in various legal actions arising in the normal course of business. After taking into consideration legal counsels evaluation
of such actions, management believes that these actions will not have a material effect on the Companys financial position, results of operations or liquidity.



|Item 6. |  | EXHIBITS AND REPORTS ON FORM 8-K
|------- |  | --------------------------------



|(a) |  | Exhibits
|--- |  | --------



| | 31.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- |  | ---------------------------------------------------------------------------------------------------



| | 31.2 |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- |  | ---------------------------------------------------------------------------------------------------



| | 32.1 |  | Certification of Chief Executive Officer pursuant to Section 1350 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 32.2 |  | Certification of Chief Financial Officer pursuant to Section 1350 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) |  | Reports on Form 8-K
|--- |  | -------------------



The Company filed a Current Report on Form 8-K under Items 7 and 9 on May 12, 2003 related to a conference call held on May 12, 2003 to discuss its
results for the first fiscal quarter ended March 28, 2003 and attaching a script of that conference call.



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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.



|                     |  | RADNOR HOLDINGS CORPORATION
|-------------------- |  | ---------------------------
|                     |  |                            
|                     |  | By:                        
|                     |  |                            
|Date: August 6, 2003 |  |                            



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