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CONGOLEUM CORP
10-Q, 1999-11-12
PLASTICS PRODUCTS, NEC

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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________________

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 September 30, 1999

or

[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission File Number 1-13612

CONGOLEUM CORPORATION
(Exact name of Registrant as specified in Its Charter)

DELAWARE	02-0398678
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

3705 Quakerbridge Road
P.O. Box 3127
Mercerville, NJ 08619-0127
(Address of Principal Executive Offices, including Zip Code)

Telephone number: (609) 584-3000
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [  ]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class		Outstanding at October 29, 1999
Class A Common Stock		3,810,290
Class B Common Stock		4,608,945

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CONGOLEUM CORPORATION

Index

			Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements:
		Balance Sheets as of September 30, 1999 (unaudited) and December 31, 1998	3
		Statements of Operations for the three and nine months ended September 30, 1999 and 1998 (unaudited)	4
		Statements of Changes in Stockholders' Equity for the year ended December 31, 1998 and the nine months ended September 30, 1999 (unaudited)	5
		Statements of Cash Flows for the nine months ended September 30, 1999 and 1998 (unaudited)	6
		Notes to Unaudited Condensed Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		12
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		13
Item 2.	Changes in Securities and Use of Proceeds		13
Item 3.	Defaults Upon Senior Securities		13
Item 4.	Submission of Matters to a Vote of Security Holders		13
Item 5.	Other Information		13
Item 6.	Exhibits and Reports on Form 8-K		13
Signatures			14
Exhibit Index			15

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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

CONGOLEUM CORPORATION
BALANCE SHEETS

				September 30,			December 31,
				1999			1998
				(Unaudited)
				(Dollars in thousands)
ASSETS
Current assets:
	Cash and cash equivalents				$32,745			$50,344
	Accounts and notes receivable, net				19,524			15,880
	Inventories				58,712			45,192
	Prepaid expenses and other current assets				4,095			3,022
	Deferred income taxes				2,939			3,046
		Total current assets			118,015			117,484
Property, plant and equipment, net					93,686			87,954
Goodwill, net					11,495			11,819
Deferred income taxes					1,028			1,863
Other noncurrent assets					10,374			12,745
		Total assets			$234,598			$231,865
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable				$13,802			$14,399
	Accrued expenses				36,417			31,209
	Accrued income taxes				407			317
	Deferred income taxes				4,618			3,058
		Total current liabilities			55,244			48,983
Long-term debt					99,563			99,526
Other liabilities					20,821			23,501
Noncurrent pension liability					11,366			12,130
Accrued postretirement benefit obligation					9,900			9,872
		Total liabilities			196,894			194,012
STOCKHOLDERS' EQUITY
Class A common stock, par value $0.01 per share; 20,000,000
	shares authorized; 4,736,950 and 4,658,000 shares issued;
	3,826,590 and 4,258,610 shares outstanding as of
	September 30, 1999 and December 31, 1998, respectively				47			47
Class B common stock, par value $0.01 per share; 4,608,945
	and 4,755,000 shares authorized, issued and outstanding as of
	September 30, 1999 and December 31, 1998, respectively				46			47
Additional paid-in capital					49,105			49,574
Retained deficit					(1,947)			(5,380)
Minimum pension liability adjustment					(2,302)			(2,302)
Common stock held in Treasury, at cost; 910,360 and 399,390
	shares at September 30, 1999 and December 31, 1998,
	respectively				(7,245)			(4,133)
		Total stockholders' equity			37,704			37,853
		Total liabilities and stockholders' equity			$234,598			$231,865

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

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CONGOLEUM CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)

			Three Months Ended						Nine Months Ended
			September 30,						September 30,
				1999			1998			1999			1998
			(In thousands, except
			per share amounts)
Net sales			$	62,495		$	68,644		$	192,188		$	202,269
Cost of sales				43,335			46,714			136,148			141,981
Selling, general and administrative expenses				15,512			14,597			47,223			45,764
		Income from operations		3,648			7,333			8,817			14,524
Other income (expense):
	Interest income			394			507			1,343			967
	Interest expense			(1,935)			(1,934)			(6,064)			(5,280)
	Other income			341			294			1,505			962
	Other expense			(29)			(50)			(86)			(185)
		Income before income taxes		2,419			6,150			5,515			10,988
	Provision for income taxes			913			2,244			2,082			4,010
		Income before extraordinary item		1,506			3,906			3,433			6,978
		Extraordinary item - early retirement of
		debt, net of income tax benefit		--			(2,413)			--			(2,413)
		Net income	$	1,506		$	1,493		$	3,433		$	4,565
		Net income per share before extraordinary item	$	0.17		$	0.43		$	0.39		$	0.77
		Extraordinary item		--			(0.26)			--			(0.26)
		Net income per common share, basic and diluted	$	0.17		$	0.17		$	0.39		$	0.51
		Weighted average number of common and
		equivalent shares outstanding		8,662			9,038			8,800			9,038

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

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CONGOLEUM CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollars in thousands)
(Unaudited)

		Common Stock par value $0.01				Additional Paid-in Capital		Retained Deficit		Accumulated Other Comprehensive Loss Adjustment*				Treasury Stock				Comprehensive Income
		Class A		Class B												Total
Balance, December 31, 1997		$47		$47		$49,574		$(12,820)			$(1,122)			$(3,943)		$31,783
Purchase of treasury stock														(190)		(190)
Minimum pension liability
	Adjustment, net of tax										(1,180)					(1,180)			$(1,180)
Net income								7,440								7,440			7,440
Net comprehensive income																			$6,260
Balance, December 31, 1998		47		47		49,574		(5,380)			(2,302)			(4,133)		37,853
Purchase of treasury stock														(3,112)		(3,112)
Purchase and retirement of
	Class B Common Stock			(1)		(469)										(470)
Net income								3,433								3,433			$3,433
Net comprehensive income																			$3,433
Balance, September 30, 1999		$47		$46		$49,105		$(1,947)			$(2,302)			$(7,245)		$37,704

*Entire amount relates to minimum pension liability adjustment.

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

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CONGOLEUM CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)

						Nine Months Ended
						September 30,
						1999		1998
						(In thousands)
Cash flows from operating activities:
	Net income					$3,433		$4,565
	Adjustments to reconcile net income to net cash
	provided (used) by operating activities:
		Depreciation				7,624		7,330
		Amortization and write-off of deferred refinancing fees				613		689
		Loss on early retirement of debt				--		3,809
		Deferred taxes				2,502		--
		Changes in certain assets and liabilities:
			Accounts and notes receivable			(3,644)		(7,943)
			Inventories			(13,520)		353
			Prepaid expenses and other current assets			(1,262)		911
			Accounts payable			(597)		2,211
			Accrued expenses			5,298		5,952
			Other liabilities			(1,108)		(764)
				Net cash (used) provided by operating activities		(661)		17,113
	Cash flows from investing activities:
		Capital expenditures				(13,356)		(7,037)
		Purchase of short-term investments				(4,301)		(15,000)
		Maturities of short-term investments				4,301		19,600
				Net cash used by investing activities		(13,356)		(2,437)
	Cash flows from financing activities:
		Issue long-term debt				--		99,505
		Debt issuance costs				--		(2,821)
		Payments to reduce long-term debt				--		(76,594)
		Premium payments on early retirement of debt				--		(2,563)
		Purchase and retirement of Class B stock				(470)		--
		Purchase of treasury stock				(3,112)		--
				Net cash (used) provided by financing activities		(3,582)		17,527
Net (decrease) increase in cash and cash equivalents						(17,599)		32,203
Cash and cash equivalents:
	Beginning of period					50,344		11,069
	End of period					$32,745		$43,272

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

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CONGOLEUM CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

1. Basis of Presentation

The condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with Rule 10-01 of Regulation S-X and have not been audited by the Company's independent accountants. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles for complete financial statements have been condensed or omitted in accordance with the rules and regulations of the Securities and Exchange Commission. The preparation of condensed 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 and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair presentation of the Company's financial position have been included. The results of operations for the three and nine months ended September 30, 1999 are not necessarily indicative of the results to be expected for a full year. These condensed financial statements should be read in conjunction with the Company's audited financial statements which appear in the Company's Annual Report to Stockholders for the period ended December 31, 1998.

2. Inventories

A summary of the major classifications of inventories is as follows:

		September 30, 1999			December 31, 1998
Finished goods			$47,579			$36,018
Work-in-process			4,088			3,106
Raw materials and supplies			7,045			6,068
			$58,712			$45,192

If the FIFO (first-in, first-out) method of inventory accounting (which approximates current cost) had been used, inventories would have been approximately $2,179 and $1,251 lower than reported at September 30, 1999 and December 31, 1998, respectively..

3. Income Per Share

Income per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding. Due to the immaterial effect of common stock equivalents, there is no difference between basic and diluted net income per common share for the three and nine month periods ending September 30, 1999 and 1998.

4. Commitments and Contingencies

The Company is subject to federal, state and local environmental laws and regulations and certain legal and administrative claims are pending or have been asserted against the Company. Among these claims, the Company is a named party in several actions associated with waste disposal sites, asbestos-related claims, and general liability claims. These actions include possible obligations to remove or mitigate the effects on the environment of wastes deposited at various sites, including Superfund sites and certain of the Company's owned and previously owned facilities. The contingencies also include claims for personal injury and/or property damage. The exact amount of such future cost and timing of payments are indeterminable due to such unknown factors as the magnitude of clean-up costs, the timing and extent of the remedial actions that may be required, the determination of the Company's liability in proportion to other potentially responsible parties, and the extent to which costs may be recoverable from insurance.

The Company records a liability for environmental remediation, asbestos-related claim costs, and general liability claims when a clean-up program or claim payment becomes probable and the costs can be reasonably estimated. As assessments and clean-ups progress, these liabilities are adjusted based upon progress in determining the timing and extent of remedial actions and the related costs and damages. The extent and amounts of the liabilities can change substantially due to factors such as the nature or extent of contamination, changes in remedial requirements and technological improvements. The recorded liabilities are not discounted for delays in future payments and are not reduced by the amount of estimated insurance recoveries. Such estimated insurance recoveries are considered probable of recovery.

Although the outcome of these matters could result in significant expenses or judgments, management does not believe based on present facts and circumstances that their disposition will have a material adverse effect on the financial position of the Company.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Three and nine months ended September 30, 1999 as compared to three and nine months ended September 30, 1998.

Net sales for the third quarter of 1999 were $62.5 million as compared to $68.6 million for the third quarter of 1998, a decrease of $6.1 million or 9.0%. Year-to-date net sales for the first nine months of 1999 were $192.2 million, a decrease of $10.1 million or 5.0% from the first nine months of 1998. The decline in sales for the current quarter and year-to-date periods versus comparable year ago periods is primarily due to 3% lower average selling prices and declines in sales of commercial products and promotional goods.

Gross profit for the third quarter of 1999 was $19.2 million, down $2.8 million from $21.9 million in the third quarter of 1998. Gross profit as a percent of net sales in the third quarter of 1999 was 30.7%, compared to 31.9% in the third quarter of 1998. Year-to-date gross profit for the first nine months of 1999 was $56.0 million (29.2% of net sales), down from $60.3 million (29.8% of net sales) in the first nine months of 1998. Gross profits and gross profit margins for the quarter and year-to-date are below comparable year ago levels due to lower average selling prices which have offset the benefit of improved manufacturing efficiency. Production volumes in the third quarter of 1999 were lower than the third quarter of 1998, which also contributed to the decline in gross profits and margin.

Selling, general and administrative expenses increased $0.9 million or 6.3% to $15.5 million in the third quarter of 1999 from $14.6 million in the third quarter of 1998. As a percent of net sales, selling, general, and administrative expenses were 24.8% for the third quarter of 1999 and 21.3% for the third quarter of 1998. Selling, general, and administrative expenses for the first nine months of 1999 were $47.2 million (24.6% of net sales), compared to $45.8 million (22.6% of net sales) in the same period last year. Selling, general and administrative expenses for the three and nine months ended September 30, 1999 have increased over the prior year's quarter and year-to-date amounts primarily due to costs associated with the launch of the Company's laminate flooring product line. Selling, general and administrative expenses have increased as a percent of sales because they are largely fixed, while overall sales have declined and laminate sales, although growing, are modest.

Income from operations for the third quarter of 1999 was $3.6 million (5.8% of net sales), compared to $7.3 million (10.7% of net sales) for the third quarter of 1998, a decrease of $3.7 million or 50.3%. Income from operations for the nine months ended September 30, 1999 totaled $8.8 million (4.6% of net sales), $5.7 million lower than the $14.5 million (7.2% of net sales) for the same period in 1998. Operating income and margins in 1999 are below the third quarter and nine months ended September 30, 1998 primarily due to the lower sales and gross profits.

Year-to-date interest expense for the first nine months of 1999 was $6.1 million, compared to $5.3 million in the same period of 1998, as a result of the increase in long-term debt when the Company refinanced its debt in 1998.

Net income for the third quarter of 1999 was $1.5 million, compared to net income before extraordinary item of $3.9 million in the third quarter of 1998. The Company recorded an extraordinary charge for debt extinguishment in connection with a note refinancing in the third quarter of 1998, which reduced net income in that period to $1.5 million.

Liquidity and Capital Resources

Cash and cash equivalents declined $17.6 million for the nine months ended September 30, 1999 to $32.7 million. Working capital at September 30, 1999 was $62.8 million, down slightly from $68.5 million at December 31, 1998. The ratio of current assets to current liabilities at September 30, 1999 was 2.1 compared to 2.4 at December 31, 1998. The ratio of debt to total capital at September 30, 1999 was .42 compared to .43 at December 31, 1998. Cash used by operations was $0.7 million for the first nine months of 1999, compared to cash provided by operations of $17.1 million in the first nine months of 1998. The increase in cash used by operations in the first nine months of 1999 over the first nine months of 1998 was primarily due to purchases of inventory for the introduction of the wood laminate product line and increases in sheet products inventory resulting from larger, more economical production runs.

Capital expenditures were $13.4 million for the first nine months of 1999. Total 1999 capital spending is projected to be approximately $18 to $20 million and 2000 capital spending is projected to be approximately $15 million.

The Company has recorded what it believes are adequate provisions for environmental remediation and product-related liabilities, including provisions for testing for potential remediation of conditions at its own facilities. While the Company believes its estimate of the future amount of these liabilities is reasonable, that such amounts will not have a material adverse effect on the financial position of the Company and that they will be paid over a period of five to ten years, the timing and amount of such payments may differ significantly from the Company's assumptions. Although the effect of future government regulation could have a significant effect on the Company's costs, the Company is not aware of any pending legislation which could have a material adverse effect on its results of operations or financial position. There can be no assurances that such costs could be passed along to its customers.

In 1998, the Company's Board of Directors approved a new plan to expend up to $5.0 million to repurchase the Company's common stock. As of September 30, 1999, the Company had repurchased 602,265 shares of its common stock for an aggregate cost of $3.8 million pursuant to this plan. Expenditures on share repurchases in the first nine months of 1999 totaled $3.6 million.

In 1996, the Company began the initial planning of a comprehensive initiative to address the impact of the Year 2000 on its information and equipment systems. The Company organized a Year 2000 oversight team to develop a strategy of evaluation, implementation, testing and contingency planning to address the Company's Year 2000 readiness. The evaluation phase involved performing a complete, Company-wide inventory to identify all internal, general purpose and production hardware and software systems, as well as any embedded logic devices used to control equipment or facilities, that required modification to become Year 2000 compliant. In addition to the Company's internal assessment, the Company communicated with all its distributors and all key third party suppliers of goods and services to determine their states of Year 2000 readiness, implementation of Year 2000 compliant systems and related contingency plans.

In the second quarter of 1997, the Company began the implementation and testing phase of replacing or modifying system hardware, software and devices. As of September 1999, the Company has completed work on all of the systems identified as requiring modification.

Costs directly associated with achieving Year 2000 compliance, including modifying computer software or converting to new programs, consist of payments to third parties as well as an allocation of the payroll and benefits of its employees based on the amount of their time devoted to this activity. These costs are expensed as incurred. Costs for new hardware are capitalized in accordance with the Company's fixed asset policy, and any equipment retired is written off.

The following table summarizes the Company's direct Year 2000 compliance expenditures (actual and planned) by year:

(In thousands)		1997		1998		1999
Expenses paid to third parties		$52		$330		$127
Allocated payroll costs		174		386		59
Capital expenditures		5		206		--

In addition to work undertaken explicitly to achieve Year 2000 compliance, the Company has replaced or upgraded a number of systems in the ordinary course of business where the replacement or upgrade has, in addition to its primary benefits, also provided Year 2000 compliance. The nature of these costs, and their accounting treatment, is the same as described above. The following table summarizes the Company's actual or planned expenditures on systems improvements undertaken for reasons unrelated to the Year 2000, but also serving to achieve Year 2000 compliance:

(In thousands)		1997		1998		1999
Expenses paid to third parties		$13		$76		$95
Allocated payroll costs		48		37		--
Capital expenditures		92		144		126

The costs of achieving Year 2000 compliance, and of improving the Company's systems, are being funded through operating cash flow. With respect to embedded logic devices used to monitor or control equipment or facilities, the Company completed a survey of all locations and identified and replaced 12 devices needing modification or replacement at an aggregate cost of $0.2 million.

Although the Company believes it has taken the necessary steps to ensure that the Company will be Year 2000 compliant, there can be no assurances that all third parties will be Year 2000 compliant or that unforeseen Year 2000 issues will not arise. Management currently believes the worst case scenario with any reasonable probability is that a small number of vendors, who are not critical to the operation of the Company's business, will be unable to supply materials for a short time after January 1, 2000, and that minor additional systems modifications not identified during evaluation or testing will be identified and corrected in a matter of days. The Company does not anticipate any disruption of service to its customers.

The Company has prepared contingency plans for the various potential disruptions that could occur in spite of its own efforts and representations from its distributors and suppliers.

The Company's principal sources of liquidity are net cash provided by operating activities and borrowings under its Amended and Restated Financing Agreement. The Company believes that these sources will be adequate to fund working capital requirements, debt service payments, stock and note repurchases and planned capital expenditures through the foreseeable future.

Some of the information presented in this report constitutes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes that its expectations are based on reasonable assumptions, within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from its expectations. Factors that could cause actual results to differ from expectations include: (i) increases in raw material prices, (ii) increased competitive activity from companies in the flooring industry, some of which have greater resources and broader distribution channels than the Company, (iii) unfavorable developments in the national economy or in the housing industry in general, (iv) shipment delays, depletion of inventory and increased production costs resulting from unforeseen disruptions of operations at any of the Company's facilities or distributors and (v) the future cost and timing of payments associated with environmental, product and general liability claims.

Item 3: Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to changes in prevailing market interest rates affecting the return on its investments but does not consider this interest rate market risk exposure to be material to its financial condition or results of operations. The Company invests primarily in highly liquid debt instruments with strong credit ratings and short-term (less than one year) maturities. The carrying amount of these investments approximates fair value due to the short-term maturities. Substantially all of the Company's outstanding long-term debt as of September 30, 1999 consisted of indebtedness with a fixed rate of interest which is not subject to change based upon changes in prevailing market interest rates. Under its current policies, the Company does not use derivative financial instruments, derivative commodity instruments or other financial instruments to manage its exposure to changes in interest rates, foreign currency exchange rates, commodity prices or equity prices.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings: None

Item 2. Changes in Securities and Use of Proceeds: None

Item 3. Defaults Upon Senior Securities: None

Item 4. Submission of Matters to a Vote of Security Holders: None

Item 5. Other Information: None

Item 6. Exhibits and Reports on Form 8-K:

(a)	Exhibits:	11. Computation of Per Share Earnings
		27. Financial Data Schedule
(b)	Reports on Form 8-K: None

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CONGOLEUM CORPORATION

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CONGOLEUM CORPORATION                 (Registrant)
Date: November 10, 1999	By: /s/ Howard N. Feist III
	(signature)
	Howard N. Feist III Chief Financial Officer (Principal Financial & Accounting Officer)

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EXHIBIT INDEX

Exhibit	Number
Computation of Per Share Earnings	11
Financial Data Schedule	27

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EXHIBIT 11

Congoleum Corporation
Computation of Income Per Common Share
(Amounts in thousands, except earnings per share)

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	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	1999		1998		1999		1998
Basic Earnings Per Common Share:
Income before extraordinary item per common and
common equivalent share	$1,506		$3,906		$3,433		$6,978
Extraordinary item - early retirement of debt,
net of income tax benefit	-		(2,413)		-		(2,413)
Income per common and common equivalent share	$1,506		$1,493		$3,433		$4,565
Weighted average common shares outstanding	8,662		9,038		8,800		9,038
Income per common share before extraordinary item	$0.17		$0.43		$0.39		$0.77
Extraordinary item	-		(0.26)		-		(0.26)
Income per common share	$0.17		$0.17		$0.39		$0.51
Diluted Earnings Per Common Share:
Income before extraordinary item per common and
common equivalent share	$1,506		$3,906		$3,433		$6,978
Extraordinary item - early retirement of debt, net of
income tax benefit	-		(2,413)		-		(2,413)
Income per common and common equivalent share	$1,506		$1,493		$3,433		$4,565
Weighted average common shares outstanding	8,662		9,038		8,800		9,038
Weighted average common and common equivalent shares	8,662		9,038		8,800		9,038
Income per common share before extraordinary item	$0.17		$0.43		$0.39		$0.77
Extraordinary item	-		(0.26)		-		(0.26)
Income per common share	$0.17		$0.17		$0.39		$0.51

(1) Computed based on the treasury stock method.

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