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 December 31, 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 February 12, 1999 1,510,084 shares of Common Stock were issued and
outstanding.
- ------------------------------------------------------------------------------
<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 Six Months Ended
December 31, December 31,
1998 1997 1998 1997
---- ---- ---- ----
Net sales $ 23,996 $ 25,431 $ 51,005 $ 53,578
Cost of sales 20,694 22,016 44,261 45,885
---------- ---------- ----------- ----------
Gross profit 3,302 3,415 6,744 7,693
Selling, general and
administrative 1,783 1,690 3,565 3,288
---------- ---------- ----------- ----------
Operating income 1,519 1,725 3,179 4,405
Other (income) expense:
Interest expense 1,860 1,955 3,727 3,875
Minority interest 1 (1) 38 195
Other expense, net 9 84 5 187
---------- ---------- ----------- ----------
(Loss) income before
income taxes (351) (313) (591) 148
Income taxes - 94 - 94
---------- ---------- ----------- ----------
Net (loss) income $ (351) $ (407) $ (591) $ 54
=========== =========== ============ ==========
Basic earnings (loss)
per common share $ (0.23) $ (0.27) $ (0.39) $ 0.04
============ ============ ============ ==========
Diluted earnings (loss)
per common share $ (0.23) $ (0.27) $ (0.39) $ (0.04)
============ ============ ============ ==========
Weighted average common
and common
equivalent shares
outstanding (000's) 1,510 1,510 1,510 1,510
=========== ============ ============ ==========
See Notes to Unaudited Consolidated Financial Statements
2
<PAGE>
CPT HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
($000's)
December 31, June 30,
ASSETS 1998 1998
- ------ ---- ----
Current assets:
Cash and cash equivalents $ 74 $ 37
Receivables - net of allowances 5,766 8,946
Inventories 10,568 12,722
Receivable from affiliate - 26
Other current assets 273 168
---------- ----------
Total current assets 16,681 21,899
Property, plant and equipment - net 40,201 41,364
Deferred financing costs, net of accumulated
amortization of $1,605 and $1,390, respectively 1,307 1,522
Goodwill, net of accumulated amortization of $659
and $612, respectively 1,224 1,271
Other assets 349 349
---------- ----------
Total assets $ 59,762 $ 66,405
========== ==========
LIABILITIES & SHAREHOLDERS' DEFICIT
- -----------------------------------
Current liabilities:
Accounts payable $ 6,787 $ 10,507
Accrued expenses 6,111 6,230
Due to affiliates 234 -
Current portion of long-term debt 4,500 4,321
---------- ----------
Total current liabilities 17,632 21,058
Long-term debt 50,707 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 (17,484) (16,893)
----------- -----------
Total shareholders' deficit (11,671) (11,080)
----------- -----------
Total liabilities and shareholders' deficit $ 59,762 $ 66,405
========== ==========
See Notes to Unaudited Consolidated Financial Statements
3
<PAGE>
CPT HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
($000's)
Six Months Ended
December 31,
1998 1998
---- ----
Cash flows from operating activities:
Net (loss) income $ (591) $ 54
Adjustments to reconcile net (loss) income to net
cash provided by operations:
Minority interest in earnings of subsidiaries 38 195
Depreciation and amortization 2,248 2,201
Changes in working capital:
Decrease in receivables 3,180 2,455
Decrease (increase) in inventories 2,154 (1,014)
Increase in other current assets (105) (42)
Decrease in accounts payable and accrued
expenses (3,580) (602)
-------- --------
Net cash provided by operating activities 3,344 3,247
------- -------
Cash flows from investing activities:
Capital expenditures (774) (442)
-------- --------
Cash used in investing activities (774) (442)
-------- --------
Cash flows from financing activities:
Repayment on long-term obligations (2,117) (1,589)
Net repayments under revolving credit
facility (416) (1,017)
-------- --------
Net cash used in financing activities (2,533) (2,606)
-------- --------
Net increase in cash and cash equivalents 37 199
Cash and cash equivalents:
Beginning of period 37 61
------- -------
End of period $ 74 $ 260
======= =======
Supplemental data - cash paid during the period for:
Interest $ 2,908 $ 3,124
======= =======
Income taxes $ - $ -
======= =======
See Notes to Unaudited Consolidated Financial Statements
4
<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. 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):
December 31, June 30,
1998 1998
---- ----
Raw materials $ 2,415 $ 3,401
Finished goods 8,153 9,321
------- --------
Total $10,568 $ 12,722
======= ========
5
<PAGE>
3. Long-Term Debt
--------------
Long-term debt consisted of the following (in $000's):
December 31, June 30,
1998 1998
---- ----
Senior term loan $ 14,900 $ 16,920
Subordinated term notes 23,000 23,000
Revolving loan facility 9,427 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 636 733
--------- ---------
56,168 58,701
Less current portion of long-term debt 4,500 4,321
Less discounts on long-term debt 961 1,009
--------- ---------
Total $ 50,707 $ 53,371
========= =========
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, an 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. 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
judgement, the District Court reduced the award in favor of the Plan from
approximately $870,000 to $62,696. The Plan subsequently appealed the
District Court's ruling to the United States Court of Appeals for the Sixth
Circuit. On December 8, 1998, the Sixth Circuit reversed the decision of the
District Court and reinstated the original arbitration award. On January 21,
1999, the Sixth Circuit denied CPT's petition for a rehearing, rendering the
decision final. No future appeal has been or will be pursued by CPT. As of
December 31, 1998, CPT has made payments aggregating approximately $741,000
to the Plan and has fully accrued the amount of the outstanding claim less
payments made through that date.
6
<PAGE>
J&L's former workers compensation insurance program provides for self
insurance with stop-loss protection. Under this arrangement to cover
potential claims for the policy years 1993 to 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 six months ended December 31, 1998, the face value of the form of
the letter of credit was reevaluated by the underwriter and has been reduced
to $750,000. No other forms of collateral are maintained relating to the
workers compensation program.
J&L is financially responsible for the face value of this letter of credit.
The face value of this letter of credit reduces the availability under the
Revolving Line of Credit facility. Beginning with its policy in 1997 and
through the present, J&L is insured under a fixed cost, fully insured
workers' compensation program.
In 1995, J&L signed a contract for turnkey 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 December 31,
1998, and the remaining amount of $1.4 million representing the retention on
the original project has not been paid and remains recorded in accounts
payable at December 31, 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.
7
<PAGE>
5. Earnings Per Share
------------------
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 Six Months Ended
December 31, December 31,
1998 1997 1998 1997
---- ---- ---- ----
Numerator:
Net (loss) income $ (351) $ (407) $ (591) $ 54
Dilution on earnings resulting from
subsidiary warrants - - - (121)
------- ------- ------- --------
Net loss available to common
shareholders $ (351) $ (407) $ (591) $ (67)
======= ======= ======== ========
Denominator:
Denominator for basic and diluted
earnings per share-weighted
average shares 1,510,084 1,510,084 1,510,084 1,510,084
========= ========= ========= =========
Basic earnings (loss) per common
share $ (0.23) $ (0.27) $ (0.39) $ 0.04
======= ======= ======= ========
Diluted earnings (loss) per common
share $ (0.23) $ (0.27) $ (0.39) $ (0.04)
======= ======= ======= ========
On April 1, 1995, the Company issued 2,000,000 warrants for the Company's common
stock, which are exercisable for a period of ten years from the date of issuance
at $1 per warrant.
On February 1, 1996, the Company issued 300,000 warrants for the Company's
common stock, which are exercisable 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 they would be anti-dilutive.
8
<PAGE>
ITEM 2: Management's Discussion and Analysis of Financial Condition And
Results Of Operations
J&L Structural, Inc. ("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 comprised of two separate
divisions, the Aliquippa division, which consists of the major manufacturing
facility, and the Ambridge division, which provides all finishing services
required for J&L Structural products. The distinction between the divisions is
also due to separate labor contracts among the employees.
Results of Operations
- ---------------------
Net Sales
- ---------
Net sales for the three month and six month periods ended December 31, were:
Three Months Ended Six Months Ended
December 31, December 31,
1998 1997 1998 1997
---- ---- ---- ----
J&L Structural $23,187,000 $23,693,000 $49,009,000 $50,600,000
Brighton 809,000 1,738,000 1,996,000 2,978,000
------- --------- --------- ---------
Total $23,996,000 $25,431,000 $51,005,000 $53,578,000
=========== =========== =========== ===========
Net sales for J&L Structural during 1998 decreased in comparison to the prior
year amounts primarily due to reduced shipping levels. Overall shipped tonnage
decreased by 1.5% and 3.2% over the comparable three and six month periods in
the prior year, respectively. The reduction in tonnage shipped was primarily due
to lower construction industry demand and increased competitive pricing due to
recent increases in industry manufacturing capacity in certain popular Junior
Beam (R) product sizes. While average sales price per ton decreased by less than
1%, recent reductions in billets costs coupled with increases in industry
capacity could have an adverse effect on future revenues.
Brighton's sales reduction for the current quarter and six month period ended
December 31, 1998 as compared to the comparable prior year periods reflects a
reduction in demand for its core product, piercer points. The piercer points are
primarily used in oil drilling and exploration industry activities which have
been curtailed due to the current worldwide excess oil supply. These market
conditions are anticipated to continue into the foreseeable future.
9
<PAGE>
Gross Margins
-------------
Gross margins for the three month and six month periods ended December 31,
were:
Three Months Ended Six Months Ended
December 31, December 31,
1998 1997 1998 1997
---- ---- ---- ----
J&L Structural 13.5% 12.6% 12.8% 13.7%
Brighton 22.5% 24.6% 24.5% 24.9%
----- ----- ------ -----
Total 13.8% 13.4% 13.2% 14.4%
===== ===== ====== =====
Gross margins for J&L Structural improved during the quarter ended December 31,
1998 in comparison to the comparable quarter in the prior year. Billet costs,
which comprise approximately 65% of J&L Structural's manufacturing costs
decreased by 9% per ton. The positive impact on gross margin from the decrease
in billet costs was partially offset by increases in costs per labor hour and
reduced yields in production runs.
Gross margin for J&L Structural decreased to 12.8% for the six months ended
December 31, 1998 from 13.7% in the comparable period in the prior year. This
decrease was driven by lower production run yields and increased costs from
workforce training and replacement, as well as reorganization of the management
in the mill operation. This decrease was partially offset by reduced billets
costs which decreased by 5.5% per ton compared to the prior year.
Brighton's gross margins decreased in comparison to the prior year periods due
to the sharp reduction in volume for reasons mentioned above.
Selling, General and Administrative Expenses
- --------------------------------------------
Selling, general and administrative expenses increased 5.5% and 8.4% for the
three and six months ended December 31, 1998, respectively, over the comparable
periods in the prior year. This increase was due to increased costs related to
recruiting expenses, consulting fees incurred relating to a sales/marketing
study, an MIS upgrade study, and legal costs associated with the ongoing
arbitration with the furnace builder.
Other Income / Expense
- ----------------------
Other expenses during the six months ended December 31, 1997 were primarily
comprised of professional costs relating to an attempted acquisition of Steel of
West Virginia.
10
<PAGE>
Liquidity and Capital Resources
- -------------------------------
Cash flows from operations for the six months ended December 31, 1998 and 1997
totaled $3,343,000 and $3,247,000, respectively. The cash flows for the six
month period ended December 31, 1998 were relatively stable as compared to the
same period in the prior year. This was primarily due to a net loss during the
six months ended December 31, 1998 of $591,000 offset by improved inventory
management.
The Company's investing activities for the six months ended December 31, 1998
and 1997 primarily reflect maintenance capital spending.
Financing activities for the six months ended December 31, 1998 included
scheduled repayments of $2,117,000 on the senior term loan and state loans.
Additionally, net repayments of $415,000 were made under the senior lender's
revolving credit facility for the six months ended December 31, 1998.
Outstanding debt as of December 31, 1998 totaled $59,442,000 (including
$3,274,000 of unpaid interest on debt to affiliates.) Interest expense excluding
the amortization of deferred financing costs aggregated $3,512,000 for the six
months ended December 31, 1998 representing an average borrowing rate
approximating 11.9%.
Cash and cash equivalents increased from $37,000 to $74,000 during the six
months ended December 31, 1998. Although the Company's total equity represents a
deficit of approximately $11,677,000, 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 $4,500,000 of
principal repayments under the senior term loan and various state loans and
approximately $1,900,000 of estimated maintenance and new product development
capital spending.
Management expects that cash flows from operations will continue to satisfy the
Company's requirements to fund operating expenses, debt service and capital
expenditures in the future.
Recent Accounting Standards
- ---------------------------
In June of 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) 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.
11
<PAGE>
In June of 1997, the FASB issued SFAS 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
disclosure relating to its products and markets. The standard is effective for
the Company for the fiscal year ending June 30, 1999.
In February 1998, the FASB issued SFAS 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 fiscal year
ending June 30, 1999.
In June 1998, the FASB issued SFAS 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 fiscal year ending June 30,
2000.
The Year 2000 Issue
- -------------------
The Year 2000 problem concerns the inability of information systems to recognize
properly and process date-sensitive information beyond January 1, 2000.
State of Readiness: 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 began during the second quarter of fiscal 1999, and is anticipated
to be completed during the fourth quarter of fiscal 1999. Upon completion, the
Company will execute a testing program to assess its state of readiness. Also,
J&L is assessing the preparedness of critical suppliers for Year 2000 through a
thorough inquiry process.
Costs To Address Year 2000 Issues: Total cost at completion of the
program is currently estimated to approximate $100,000. These costs are
being expensed as incurred.
Risks Associated With Year 2000 Issue: 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 in order to avoid Year 2000
related service and delivery interruptions.
12
<PAGE>
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, which could be material, of these items on results of
operations, liquidity or financial condition, should some or a combination of
these events come to pass.
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.
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, an 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. 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 judgement, the
District Court reduced the award in favor of the Plan from approximately
$870,000 to $62,696. The Plan subsequently appealed the District Court's ruling
to the United States Court of Appeals for the Sixth Circuit. On December 8,
19998, the Sixth Circuit reversed the decision of the District Court and
reinstated the original arbitration award. On January 21, 1999, the Sixth
Circuit denied CPT's petition for a rehearing, rendering the decision final. No
future appeal has been or will be pursued by CPT. As of December 31, 1998, CPT
has made payments aggregating approximately $741,000 to the Plan and has fully
accrued the amount of the outstanding claim less payments made through that
date.
13
<PAGE>
In 1995, J&L signed a contract for turnkey 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 December 31, 1998, and the
remaining amount of $1.4 million representing the retention on the original
project has not been paid and remains recorded in accounts payable at December
31, 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
- ------- -------------------------------
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:
Exhibit 27: Financial Data Schedule for Second Quarter 10-Q
(b) Reports on Form 8-K: None
14
<PAGE>
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: February 16, 1999 By: /s/ William L. Remley
------------------------
William L. Remley,
President & Treasurer
Dated: February 16, 1999 By: /s/ Richard L. Kramer
------------------------
Richard L. Kramer,
Chairman of the Board,
Secretary and Director
Dated: February 16, 1999 By: /s/ Richard C. Hoffman
------------------------
Richard C. Hoffman,
Director
15
<PAGE>
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<PERIOD-END> DEC-31-1998
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<ALLOWANCES> 677
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0
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<OTHER-SE> (11747)
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