- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 1998
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-7462
CPT HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0972129
(State of Incorporation) (I.R.S. Employer Identification No.)
1430 Broadway, 13th Floor
New York, New York 10018 10018
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (212) 382-1313
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 ___
As of November 1, 1998 1,510,084 shares of Common Stock were issued and
outstanding.
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<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1: Financial Statements
CPT HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
($000's Except Per Share Amounts)
Three Months Ended
September,
1998 1997
---- ----
Net sales $ 27,009 $ 28,147
Cost of sales 23,567 23,868
------ ------
Gross profit 3,442 4,279
Selling, general and
administrative 1,711 1,598
----- -----
Operating income 1,731 2,681
Other expense:
Interest expense 1,867 1,920
Minority interest 37 196
Other, net 67 104
-- ---
Income (loss) before
income taxes (240) 461
Income taxes - -
----- ----
Net income (loss) $ (240) $ 461
========= ========
Earnings (loss) per common share:
Basic $ (0.16) $ 0.30
========== =========
Diluted $ (0.16) $ 0.15
========== =========
Weighted average common
shares outstanding
(000's) 1,510 1,510
========== =========
Weighted average common
and common
equivalent shares
outstanding (000's) 1,510 2,312
=========== ===========
See Notes to Unaudited Consolidated Financial Statements
<PAGE>
CPT HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
($000's)
September 30, June 30,
ASSETS 1998 1998
- ------ ---- ----
Current assets:
Cash and cash equivalents $ 42 $ 37
Receivables - net of allowances 8,375 8,946
Inventories 12,432 12,722
Receivable from affiliate - 26
Other current assets 209 168
---------- ----------
Total current assets 21,058 21,899
Property, plant and equipment - net 40,784 41,364
Deferred financing costs, net of accumulated
amortization of $1,498 and $1,390
respectively. 1,414 1,522
Goodwill, net of accumulated amortization of
$635 and $612, respectively. 1,248 1,271
Other assets 349 349
---------- ----------
Total assets $ 64,853 $ 66,405
========== ==========
LIABILITIES & SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 9,777 $ 10,507
Accrued expenses 5,718 6,230
Due to affiliates 84 -
Current portion of long-term debt 4,409 4,321
---------- ----------
Total current liabilities 19,988 21,058
Long-term debt 53,091 53,371
Other long-term obligations 200 200
Minority interest in consolidated subsidiaries 2,894 2,856
Shareholders' deficit:
Common stock authorized 30,000,000 shares of
$.05 par value each, 1,510,084 shares issued
and outstanding 76 76
Additional paid-in capital 5,737 5,737
Accumulated deficit (17,133) (16,893)
----------- -----------
Total shareholders' deficit (11,320) (11,080)
----------- -----------
Total liabilities and shareholders' deficit $ 64,853 $ 66,405
========== ==========
See Notes to Unaudited Consolidated Financial Statements
<PAGE>
CPT HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
($000's)
Three Months Ended
September 30,
1998 1997
---- ----
Cash flows from operating activities:
Net income (loss) $ (240) $ 461
Adjustments to reconcile net income
(loss) to net cash provided
by operations:
Minority interest in earnings
(loss) of subsidiaries 37 196
Depreciation and amortization 1,110 1,096
Changes in working capital:
(Increase) decrease in receivables 597 (195)
(Increase) decrease in inventories 290 (2,165)
Increase in other current assets (41) (128)
Decrease (increase) in accounts
payable and accrued expenses (1,158) 2,012
Net cash provided by operating
activities 595 1,277
-------- -------
Cash flows from investing activities:
Capital expenditures (389) (269)
Decrease (increase) in other assets - (1)
-------- --------
Net cash used by investing
activities (389) (270)
--------- --------
Cash flows from financing activities:
Repayment on long-term obligations (1,048) (785)
Net borrowings under revolving
credit facility 847 137
Net cash used by financing activities (201) (648)
--------- -------
Net increase in cash and cash equivalents 5 359
Cash and cash equivalents:
Beginning of period 37 61
-------- -------
End of period $ 42 $ 420
======== =======
Supplemental data - cash paid during
the period for:
Interest $ 1,472 $ 1,551
======== =======
Income taxes $ - $ -
======== =======
See Notes to Unaudited Consolidated Financial Statements
<PAGE>
CPT HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying financial statements include the accounts of CPT
Holdings, Inc. and its direct and indirect majority-owned subsidiaries
(the "Company" or "CPT"), J&L Structural, Inc. ("J&L"), J&L Holdings Corp.
("JLH"), Continuous Caster Corporation ("CCC") and H. Industries, Inc.
("Hupp"). All material intercompany transactions have been eliminated in
consolidation.
The Company's operations include two distinct business segments within its
single indirect operating subsidiary, J&L: J&L Structural and Brighton. J&L
Structural manufactures and fabricates lightweight structural steel shapes
which are distributed principally to the manufactured housing, tractor
trailer manufacturing, highway construction and ship building industries.
Brighton designs, manufactures and sells steel piercer points which represent
disposable tooling used in the production of seamless steel tubes used in the
petrochemical industry. CCC is a majority-owned, indirect subsidiary which
holds title to 38 acres of undeveloped land adjacent to J&L in Aliquippa,
Pennsylvania.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions for Form 10-Q and Article 10 of
Regulation S-X and do not include the information and footnotes required by
generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (including normal recurring
accruals) considered necessary for a fair presentation have been included.
The results of operations for any interim period are not necessarily
indicative of the results for the year. Certain amounts included in the prior
periods' financial statements have been reclassified to conform with the
current periods' presentation. These unaudited consolidated financial
statements should be read in conjunction with the consolidated financial
statements and related notes included in the Company's Annual Report on Form
10-K for the year ended June 30, 1998.
2. Inventories
Inventories consisted of the following (in $000's):
September 30, June 30,
1998 1998
---- ----
Raw materials $ 3,408 $ 3,401
Finished goods 9,024 9,321
-------- ---------
$12,432 $12,722
<PAGE>
3. Long-Term Debt
Long-term debt consisted of the following (in $000's):
September 30, June 30,
1998 1998
---- ----
Senior term loan $ 15,920 $ 16,920
Subordinated term notes 23,000 23,000
Revolving loan facility 10,689 9,843
Fixed rate 13% debenture 6,730 6,730
Unsecured revolving credit facility 1,000 1,000
Deferred purchase money note 475 475
State loans 684 733
--------- ---------
58,498 58,701
Less current portion of long-term debt 4,409 4,321
Less discounts on long-term debt 998 1,009
--------- ---------
Total $ 53,091 $ 53,371
========= =========
The Senior Term Loan, Revolving Loan Facility and the Subordinated Term Notes
include certain provisions which, among other things, provide that J&L will
maintain certain financial ratios, limit the amount of annual capital
expenditures, maintain a minimum tangible net worth and limit the amount of
shareholder distributions. As of September 30, 1998, J&L was not in
compliance with its maintenance of operating cash flow to total debt service
ratio at the level stipulated by the senior lender. J&L has requested and
received a waiver from the senior lender for this loan covenant violation.
4. Litigation, Contingencies and Commitments
The Industrial and Allied Employees Union Local No. 73 Pension Plan (the
"Plan") issued a claim for payment of withdrawal liability totaling
approximately $870,000 under Section 4219 of ERISA against Hupp, CPT and all
"controlled group members", as a result of Hupp's cessation of contributions
to the Plan following the discontinuance of Hupp's business in October 1994.
On July 10, 1996, the arbitrator sustained the Plan's claim of withdrawal
liability against CPT. Pursuant to ERISA, CPT subsequently appealed the
arbitration decision to the U.S. District Court for the Northern District of
Ohio. As of September 30, 1998, CPT has made payments aggregating
approximately $741,000 to the Plan and as of the same date, has fully accrued
the amount of the outstanding claim less payments made through that date. On
September 17, 1997, in response to CPT's appeal, the District Court vacated
in part, and confirmed in part the arbitrator's award. In its final and
appealable judgement, the District Court ruled in favor of the Plan in the
amount of $62,696. As the decision is currently on appeal, CPT has not
recorded any gain contingency.
J&L's former workers compensation insurance program provided for self
insurance with stop-loss protection. Under this arrangement, for the policy
year November 1996-1997, J&L was required to issue a letter of credit in the
name of the insurance company. The letter of credit called for quarterly
step-ups in the amounts available for draw with the maximum aggregate amount
of $1,000,000 being available under the letter. During the quarter ended
September 30, 1998, the face value of the surety required in the form of the
letter of credit was reevaluated and has been reduced to $750,000. J&L is
financially responsible for the face value of this letter of credit, which
reduces the availability under the Revolving Line of Credit facility. For the
policy year November, 1996-1997, J&L was required to maintain no other forms
of collateral relating to its workers' compensation program. J&L is currently
covered under a fixed cost, fully insured workers' compensation program.
In 1995, J&L signed a contract for turn-key development, fabrication and
installation of a new reheat furnace. Furnace startup took place in July
1996, with the entire project having a total cost of approximately $8.5
million. Of this amount, $7.1 million has been disbursed through September
30, 1998, and the remaining amount of $1.4 million representing the retention
on the original project has not been paid and is recorded in accounts payable
at September 30, 1998. J&L is currently in the process of arbitration with
the furnace builder regarding the final payment. A determination of the
likely outcome of the arbitration is unknown at this time.
The Company is involved in various legal actions arising in the normal course
of business. While it is not possible to determine with certainty the outcome
of these matters, in the opinion of management, the eventual resolution of
the claims and actions outstanding will not have a material adverse effect on
the Company's financial position or operating results. The Company is not a
party to any additional litigation, commitments or contingent matters.
5. Earnings Per Share
In 1997, the Financial Accounting Standards Boards issued Statement of
Financial Accounting Standards No. 128, Earnings Per Share ("FAS 128"). FAS
128 replaced the previously reported primary and fully diluted earnings per
share with basic and diluted earnings per share. Unlike primary earnings per
share, basic earnings per share excludes any dilutive effects of options,
warrants, and convertible securities. Diluted earnings per share is very
similar to the previously reported fully diluted earnings per share. All
earnings per share amounts for all periods have been presented, and where
necessary, restated to conform to the FAS 128 requirements.
The following table sets forth the computation of basic and diluted earnings
per common share (in $000's, except per share amounts):
Three Months Ended
September 30,
1998 1997
---- ----
Numerator:
Net income (loss) $(240) $461
Dilution on earnings resulting
from subsidiary warrants - (122)
------ -----
Net income (loss) available to
common shareholders $(240) $339
====== ====
Denominator:
Denominator for basic earnings
per share-weighted average
shares 1,510,084 1,510,084
Effect of dilutive securities:
Warrants - 801,678
--------- ---------
Denominator for diluted earnings
per share-adjusted
weighted-average
shares and assumed conversion 1,510,084 2,312,762
Basic earnings per common share $ (0.16) $ 0.30
======== ======
Diluted earnings per common share $ (0.16) $ 0.15
======== ========
On April 1, 1995, the Company issued warrants exercisable for 2,000,000
shares of the Company's common stock for a period of ten years from the date
of issuance at $1 per share.
On February 1, 1996, the Company issued a warrant exercisable for 300,000
shares of the Company's common stock, for a period of ten years from the date
of issuance at $4 per share. These warrants, which could potentially dilute
earnings per share in the future, were not included in the diluted
computation because the weighted average price per share for the three months
ended September 30, 1998 and 1997 did not exceed the exercise price.
ITEM 2: Management's Discussion and Analysis of Financial Condition And
Results Of Operations
J&L is segmented into two distinct operating divisions, J&L Structural
division ("J&L Structural") and Brighton Electric Steel Casting Company
division ("Brighton"), as a result of significant differences in both
customers and products. J&L Structural is also segmented into two separate
divisions which includes the Ambridge division. This distinction is due
mainly to separate labor contracts which exist among the employees of J&L
Structural. The Ambridge division provides all finishing services required
for J&L Structural products.
Results of Operations
- ---------------------
Net Sales
Net sales for the three month period ended September 30, were:
Three Months Ended
September 30,
1998 1997
---- ----
J&L Structural $ 25,822,000 $ 26,907,000
Brighton 1,187,000 1,240,000
------------ ------------
Total $ 27,009,000 $ 28,147,000
============ ============
Net sales for J&L Structural decreased between periods reflecting reduced
shipping levels. Sales tonnage shipments for the quarter ended September 30,
1998 were down 2,915 tons or 4.6% compared to the previous year. Highway
safety and construction industry shipments were lower by 27.9% and 6.9%,
respectively. Aggressive competitive pricing strategies have been introduced
in the highway safety segment which are expected to be short lived.
Construction industry spending, while still strong relative to a few years
back, has flattened in comparison to last year. Tonnage in the Company's
manufactured housing business, which accounted for over 63% of total revenues
during the period, fell approximately 1.7% as a result of the entry of a
market competitor. Shipments in the truck trailer segment increased 3.2%
between periods in response to improvements in quality resulting in increased
market share at a major customer. Average sales prices for the Company's
products were flat between periods.
Brighton's sales reduction reflects a general softening of the markets which
the Company services. These market conditions are anticipated to continue
into the near term.
Gross Margins
- -------------
Gross margins for the three month period ended September 30, were:
Three Months Ended
September 30,
1998 1997
---- ----
J&L Structural 12.1% 15.7%
Brighton 25.9% 25.4%
----- -----
Total 12.7% 15.2%
===== =====
Gross margins for J&L declined significantly during the three months ended
September 30, 1998 in comparison to the same period in the prior year. Increased
spending in the operational areas combined with lower productivity
(tons-per-hour) and yields were the most significant reasons for additional
costs in the 1998 period. During 1998, the Company implemented a continous
improvement program in conjunction with a plant management reorganization.
Additional costs were incurred directly resulting from the implementation and
startup of these programs which had a direct impact on the operational results
in terms of productivity and yield. Tons per hour fell approximately 5.3% and
yield decreased 0.4% in the quarter ended September 30, 1998 as compared to the
same period in the previous year. Management expects to see evidence of
improvement from the program intitiatives throughout the balance of the fiscal
year. Billet costs, which comprise more than 65% of J&L Structural's direct
manufacturing costs, were on average $4 per ton (1.6%) less in the 1998 quarter
than in the previous year period.
Brighton's gross margins improved slightly from the prior period due mainly to a
greater mix of sales in its more profitable hastalloy products and also due to
lower raw material costs.
Selling, General and Administrative Expenses:
- ---------------------------------------------
Selling, general and administrative expenses increased by 7.1% over the
comparable period in the prior year. This increase was due primarily to
professional expenses related to a sales/marketing study, a management
information systems upgrade and additional legal costs associated with the
ongoing arbitration with the furnace builder.
Other Income / Expense
- ----------------------
Other expenses for the period ended September 1998 were comprised entirely of
costs incurred in connection with the use of a search firm for personnel
placement. Amounts expended in the 1997 period relate to the attempted
acquisition of Steel of West Virginia.
<PAGE>
Liquidity and Capital Resources
Cash flows from operations for the three months ended September 30,1998 and
1997 totaled $595,000 and $1,277,000, respectively. The decrease in cash flows
for the three month period ended September 30, 1998 compared to the same
period in the prior year was attributed primarily to reduced profitability
resulting from the productivity issues and professional consulting expenses
discussed above.
The Company's investing activities for the three months ended September 30,
1998 totaled $389,000, reflecting normal maintenance capital spending.
Investing activities during the comparable period in 1997 also reflected
normal maintenance capital spending.
Financing activities for the three months ended September 30, 1998 included
scheduled repayments of $1,048,000 against the senior term loan and $847,000
of borrowings under the revolving credit facility. Outstanding debt as of
September 30, 1998 totaled $58,498,000 with related interest expense of
$1,867,000 for the period then ended, representing an average borrowing rate
approximating 12.1% over the period excluding the yield impact from
amortization of deferred financing costs.
Cash and cash equivalents increased from $37,000 to $42,000 the three months
ended September 30, 1998. Although the Company's total equity represents a
deficit of approximately $11,320,000, this position is due largely to the poor
performance of previously discontinued operations and a basis adjustment for
the carried predecessor interest in the acquisition of J&L during fiscal 1995
totaling ($9,705,000). The Company's scheduled requirements for cash from
operations during the next twelve months include approximately $4,409,000 of
principal repayments under the senior term loan and various state loans and
approximately $1,600,000 of estimated maintenance and new product development
capital spending. Additionally, it is anticipated that the arbitration with
the furnace builder, described in Note 4 herein, will be settled during
calendar 1999. Management expects that cash flows from operations will
continue to satisfy the Company's requirements to fund necessary operating
expenses, debt service and capital expenditures in the future.
Cautionary Statement on Forward-Looking Statements
This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Investors are cautioned that
any forward-looking statements, including statements regarding the intent,
belief, or current expectations of the Company or its management, are not
guarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially from those in the forward-looking
statements as a result of various factors including, but not limited to (i) a
significant downturn in manufactured housing construction and sales and (ii)
significant negative pricing actions by competitors.
Recent Accounting Standards
In June of 1997, the FASB issued Statement of Financial Accounting Standards
No. 130 Reporting Comprehensive Income, which establishes standards for the
reporting and display of comprehensive income and its components in a full set
of general-purpose financial statements. On July 1, 1998 the Company adopted
SFAS No. 130. The implementation of this standard had no impact on the
Company's financial statements.
In June of 1997, the FASB issued Statement of Financial Accounting Standards
No. 131 Disclosures about Segments of an Enterprise and Related Information,
which changes the way that public business enterprises report information
about operating segments in annual financial statements and requires that
those enterprises report selected information about reportable segments in
interim financial reports issued to shareholders. In accordance with SFAS No.
131, the Company will be required to make expanded disclosures relating to its
products and markets. The standard will be effective for the Company for the
year ending June 30, 1999.
In February 1998, the FASB issued Statement of Financial Accounting Standards
No. 132; Employer's Disclosure about Pensions and Other Post-retirement
Benefits, which standardizes the disclosure requirements for pensions and
other post-retirement benefits. The implementation of SFAS No. 132 is not
expected to have an impact on the Company's financial statements. The standard
will be effective for the Company for the year ending June 30, 1999.
In June 1998, the FASB issued Statement of Financial Accounting Standards No.
133, Accounting for Derivative Instruments and Hedging Activities, which
provides a comprehensive and consistent standard for the recognition and
measurement of derivatives and hedging activities. Because of the Company's
minimal use of derivatives, the Company does not anticipate that the adoption
of the new Statement will have a significant effect on earnings or the
financial position of the Company. The standard will be effective for the
Company for the year ending June 30, 2000.
Year 2000 Date Conversion
The Year 2000 problem concerns the inability of information systems to
recognize properly and process date-sensitive information beyond January 1,
2000.
During 1998, the Company initiated a comprehensive enterprise-wide analysis
exercise to identify and to resolve Year 2000 related issues. The scope of the
program includes the investigation of all company functions and products,
including embedded systems in what are not traditionally considered
information technology systems. The detection phase of the program is
currently estimated to be 90 percent complete.
The corrective action phase of the program will begin during the second fiscal
quarter of 1999, and is anticipated to be completed during the fourth fiscal
quarter of 1999. Upon completion, the Company will execute a testing program
to assess its state of readiness. Also, J&L will assess the preparedness of
critical suppliers for Year 2000 through a thorough inquiry process. Total
cost at completion of the program is currently estimated to approximate
$100,000. These costs will be expensed as incurred.
While the Company expects to resolve all Year 2000 risks without material
adverse impact on results of operations, liquidity or financial condition,
there can be no assurances as to the ultimate success of the program.
Uncertainties exist as to the Company's ability to detect all Year 2000
problems as well as its ability to achieve successful and timely resolution of
all Year 2000 issues. Uncertainties also exist concerning the preparedness of
the Company's critical suppliers to avoid Year 2000 related service and
delivery interruptions.
A "reasonably likely worst case" scenario of Year 2000 risks could include
isolated performance problems with manufacturing or administrative systems at
J&L, isolated interruption of deliveries from critical suppliers and product
liability issues. The consequences of these issues may include increases in
manufacturing and administrative costs until the problems are resolved, lost
revenues, and lower cash receipts. However, the Company is unable to quantify
the potential effect of these items on results of operations, liquidity or
financial condition, should some or a combination of these events come to
pass.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1: Legal Proceedings
The Industrial and Allied Employees Union Local No. 73 Pension Plan (the
"Plan") issued a claim for payment of withdrawal liability totaling
approximately $870,000 under Section 4219 of ERISA against Hupp, CPT and all
"controlled group members", as a result of Hupp's cessation of contributions
to the Plan following the discontinuance of Hupp's business in October 1994.
On July 10, 1996, the arbitrator sustained the Plan's claim of withdrawal
liability against CPT. Pursuant to ERISA, CPT subsequently appealed the
arbitration decision to the U.S. District Court for the Northern District of
Ohio. As of September 30, 1998, CPT has made payments aggregating
approximately $741,000 to the Plan and as of the same date, has fully accrued
the amount of the outstanding claim less payments made through that date. On
September 17, 1997, in response to CPT's appeal, the District Court vacated
in part, and confirmed in part the arbitrator's award. In its final and
appealable judgement, the District Court ruled in favor of the Plan in the
amount of $62,696. As the decision is currently on appeal, CPT has not
recorded any gain contingency.
In 1995, J&L signed a contract for turn-key development; fabrication and
installation of a new reheat furnace. Furnace startup took place in July
1996, with the entire project having a total cost of approximately $8.5
million. Of this amount, $7.1 million has been disbursed through September
30, 1998, and the remaining amount of $1.4 million representing the retention
on the original project has not been paid and is recorded in accounts payable
at September 30, 1998. J&L is currently in the process of arbitration with
the furnace builder regarding the final payment as the Company believes
performance testing results did not meet contract specifications. A
determination of the likely outcome of the arbitration is unknown at this
time.
The Company is involved in various legal actions arising in the normal course
of business. While it is not possible to determine with certainty the outcome
of these matters, in the opinion of management, the eventual resolution of
the claims and actions outstanding will not have a material adverse effect on
the Company's financial position or operating results. The Company is not a
party to any additional litigation, commitments or contingent matters.
ITEM 2: Changes in Securities
None
ITEM 3: Defaults Upon Senior Securities
The Senior Term Loan, Revolving Loan Facility and the Subordinated Term Notes
include certain provisions which, among other things, provide that J&L
will maintain certain financial ratios, limit the amount of annual capital
expenditures, maintain a minimum tangible net worth and limit the amount
of shareholder distributions. As of September 30, 1998, J&L was not in
compliance with its maintenance of operating cash flow to total debt
service ratio at a level stipulated by the senior lender. J&L has
requested and received waivers from the senior lender for this loan
covenant violation.
ITEM 4: Submission of Matters to a Vote of Security Holders
None
ITEM 5. Other Information
None
<PAGE>
ITEM 6: Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 27: Financial Data Schedule for First Quarter 10-Q
(b) Reports on Form 8-K: None
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.
CPT HOLDINGS, INC.
Dated: November 16, 1998
By: William L. Remley
-----------------------
William L. Remley
<PAGE>
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<S> <C>
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<PERIOD-END> SEP-30-1998
<CASH> 42
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<RECEIVABLES> 8906
<ALLOWANCES> 531
<INVENTORY> 12432
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<PP&E> 52425
<DEPRECIATION> 11641
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<CURRENT-LIABILITIES> 19988
<BONDS> 0
<COMMON> 76
0
0
<OTHER-SE> (11396)
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<CGS> 23567
<TOTAL-COSTS> 25278
<OTHER-EXPENSES> 104
<LOSS-PROVISION> 18
<INTEREST-EXPENSE> 1867
<INCOME-PRETAX> (240)
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