<PAGE> 2
JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
INDEX
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
<PAGE> 3
JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars)
<TABLE>
<CAPTION>
December 31,1994 June 30, 1994
(Unaudited)
<S> <C> <C>
Assets
Current Assets
Cash and Cash Equivalents $ 3,305 $ 3,914
Accounts Receivable
(Less Allowance for Doubtful Accounts
of $449 and $368) 17,019 18,152
Inventories 28,301 25,438
Prepaid Expenses and Other 1,166 1,330
Total Current Assets 49,791 48,834
Investments - At Equity 23,742 21,529
Property, Plant and Equipment - Net 65,470 65,354
Intangible Asset - Pension 2,673 2,874
Other Assets 1,787 2,096
Total Assets $ 143,463 $ 140,687
Liabilities and Stockholders' Equity
Current Liabilities
Short-Term Borrowings $ 5,750 $ 2,500
Current Maturities of Long-Term Debt 4,087 5,087
Accounts Payable 6,814 6,410
Accrued Expenses 6,903 7,372
Deferred Income Taxes 1,096 1,164
Income Taxes Payable 655 806
Total Current Liabilities 25,305 23,339
Long-Term Debt 36,195 36,216
Other Liabilities 20,715 21,018
Total Liabilities 82,215 80,573
Stockholders' Equity:
Preferred Stock, par value $.01 share;
Authorized 3,000,000 shares; none-issued
Common Stock, par value $.10 share;
Authorized 20,000,000 shares; issued
12,411,891 shares 1,241 1,241
Additional Paid-In Capital 17,212 17,107
Retained Earnings 53,548 51,371
Total 72,001 69,719
Less Treasury Stock; 1,844,612 shares and
1,682,112 shares, at cost (7,928) (6,407)
Less Minimum Pension Liability, Net of Tax Benefit (2,825) (3,198)
Stockholders' Equity 61,248 60,114
Total Liabilities and Stockholders' Equity $ 143,463 $ 140,687
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE> 4
JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In Thousands of Dollars, Except Per Share Amounts)
<TABLE>
<CAPTION>
For the Three For the Six
Months Ended Months Ended
December 31 December 31
1994 1993 (a) 1994 1993 (a)
<S> <C> <C> <C> <C>
Net Sales $ 44,197 $ 38,295 $ 84,970 $ 73,990
Costs and Expenses:
Cost of Sales, excluding
Depreciation and Amortization 34,160 29,437 65,118 57,423
Selling, General and Administrative 3,386 3,412 6,766 6,556
Depreciation and Amortization 2,826 2,476 5,645 4,950
Total Costs and Expenses 40,372 35,325 77,529 68,929
Income from Operations 3,825 2,970 7,441 5,061
Other Expenses (Income)
Interest Expense - Net 933 733 1,778 1,361
Other - Net (218) 153 (58) 258
Total Other Expenses (Income) 715 886 1,720 1,619
Equity in Earnings(Loss)of
Equity Investments 1,001 (458) 1,040 1,579
Income Before Provision
for Income Taxes 4,111 1,626 6,761 5,021
Provision for Income Taxes 1,597 565 2,565 1,814
Net Income $ 2,514 $ 1,061 $ 4,196 $ 3,207
Earnings Per Share $ .24 $ .10 $ .39 $ .30
Dividends Per Share $ .095 $ .08 $ .19 $ .17
Weighted Average Number of Common
and Common Equivalent Shares
Outstanding 10,687 10,860 10,726 10,852
See notes to condensed consolidated financial statements.
(a) Per share data and weighted average number of common and common equivalent shares
outstanding have been retroactively adjusted to reflect the three-for-two stock
split of January 4, 1994.
</TABLE>
<PAGE> 5
JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In Thousands of Dollars)
<TABLE>
<CAPTION>
For the Six
Months Ended
December 31
1994 1993
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 4,196 $ 3,207
Adjustment to Reconcile Net Income to
Net Cash Provided by Operating
Activities:
Depreciation and Amortization 5,645 4,950
Provision for Bad Debts 81 74
Undistributed (Income) Losses in Investments (1,040) (1,579)
Changes in Assets and Liabilities:
Accounts Receivable 1,240 2,068
Inventories (2,863) (1,331)
Other Assets 285 (851)
Accounts Payable 404 (3,934)
Accrued Expenses (469) (487)
Income Taxes Payable (46) 11
Deferred Income Taxes (68) (21)
Other Liabilities 271 1,622
Other - Net 57 61
Total Adjustments 3,497 583
Net Cash Provided by Operating Activities 7,693 3,790
Cash Flows From Investing Activities:
Additions to Property, Plant and Equipment (5,818) (6,615)
Additions to Investments (1,173) (2,282)
Repayment of Loans by Stockholders 5,383
Net Cash Used in Investing Activities (6,991) (3,514)
Cash Flows From Financing Activities:
Net Borrowings Under Lines of Credit 3,250 (8,250)
Proceeds From Long-Term Debt 12,771
Principal Payments of Long-Term Debt (1,021) (3,000)
Purchase of Treasury Stock (1,521) (166)
Proceeds From Issuance of Common Stock 255
Dividends Paid (2,019) (1,786)
Net Cash Used in Financing Activities (1,311) (176)
Net Increase (Decrease) in Cash and Cash Equivalents (609) 100
Cash and Cash Equivalents at Beginning of Period 3,914 4,102
Cash and Cash Equivalents at End of Period $ 3,305 $ 4,202
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Period For:
Interest $ 1,809 $ 1,444
Income Taxes $ 1,829 $ 967
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE> 6
JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements for the
six months ended December 31, 1994, and 1993 are unaudited. In the
opinion of management, the information reflects all adjustments,
consisting only of normal recurring accruals, necessary for a fair
presentation of the results of the unaudited interim periods. The
results of operations for the interim periods are not necessarily
indicative of the results to be expected for the full fiscal year.
It is suggested that these financial statements be read in
conjunction with the financial statements and notes thereto included
in the Company's annual report on Form 10-K for the year ended
June 30, 1994.
2. INVENTORIES
Inventories consist of the following at December 31, 1994, and
June 30, 1994:
December 31, 1994 June 30, 1994
Finished Goods $ 11,622,000 $11,585,000
Work-In Process 7,184,000 6,897,000
Raw Materials and Supplies 9,495,000 6,956,000
Total $ 28,301,000 $ 25,438,000
3. EQUITY INVESTMENTS
Jupiter National
As of December 31, 1994, the Company had an investment of $21,078,000
representing 947,054 shares of Jupiter National, Inc. ("Jupiter") or 49.6%
of the outstanding shares (See Note 11 - Subsequent Events). The Company
accounted for its investment using the equity method based on the current
net asset value of Jupiter. The market value of this investment was
$19,533,000 as of December 31, 1994. For the six months ended December 31,
1994, the Company's equity in the changes in net assets of Jupiter was
$1,431,000.
Through November 30, 1994, Jupiter was considered a closed-end venture
capital investment company that used specialized accounting policies
required for investment companies to determine the net asset value of its
portfolio of investments. Under these policies, securities with readily
available market quotations were valued at the current market price, and
all other investments were valued at fair value as determined in good faith
by Jupiter's Board of Directors using a formal portfolio valuation
procedure. Effective December 1, 1994, Jupiter received approval from the
Securities and Exchange Commission to de-register as an investment company.
As a result, majority-owned operating companies are no longer required
to be valued at fair value as determined by Jupiter's Board of Directors.
Instead, such operating companies will be recorded by Jupiter on a
historical cost basis through a retroactive change in accounting method that
will result in a restatement of Jupiter's prior period financial statements.
Therefore, for the six months ended December 31, 1994, $1,082,000 of the
Company's equity in Jupiter's change in net assets, was exclusive of the
results of such operating companies referred to above, and derived from net
unrealized appreciation of investments whose values were been estimated by
Jupiter's Board of Directors.
<PAGE> 7
JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Tech Textiles, USA
During 1992, the Company entered into a partnership with an English
company to establish "Tech Textiles, USA" for the joint manufacture and sale
of certain specialized textile products. The Company's investment in this
entity was $2,664,000 at December 31, 1994, and it has recorded a loss of
$391,000 for the six months ended December 31, 1994.
4. LONG-TERM FINANCING AND SHORT-TERM BORROWINGS
Long-term debt consists of the following at December 31, 1994, and
June 30, 1994:
December 31, 1994 June 30, 1994
Revolving Credit Loans $ 35,000,000 $ 35,000,000
Term Notes Payable 4,000,000 5,000,000
Purchase Money Mortgage Debt 1,282,000 1,303,000
$ 40,282,000 $ 41,303,000
Less Current Maturities (4,087,000) (5,087,000)
$ 36,195,000 $ 36,216,000
Amended Credit Agreement
Under its Credit and Security Agreement in effect at December 31, 1994, the
Company had available $35,000,000 in a revolving credit facility and
$10,000,000 in annually renewable lines of credit. Borrowings under the
revolving credit loans are payable January 14, 1997, and bear interest at a
variable rate which is the higher of the federal funds rate plus 3/4 of 1%
or the prime rate plus 1/4 of 1%. Borrowings under the lines of credit bear
interest at the higher of the federal funds rate plus 1/2 of 1% or the prime
rate. At December 31, 1994, there were borrowings of $5,750,000 under the
Lines of Credit and $35,000,000 under the revolving credit facility.
Purchase Money Mortgage Agreement
The Company has a purchase money mortgage agreement with a bank for a
maximum loan of $1,325,000 for an office building. The loan is payable
ratably to December 31, 2008. At December 31, 1994, the Company had
borrowed $1,282,000 under this agreement and currently pays interest at a
rate of 8 1/2%.
5. COMMON STOCK
On November 1, 1993, the Board of Directors approved a three-for-two
stock split, whereby shareholders of record on January 4, 1994, were
entitled to one additional share of common stock for every two shares
held, payable on January 24, 1994. Stock options, treasury stock,
outstanding common stock and per share data included herein have been
retroactively adjusted to reflect the split.
<PAGE> 8
JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
6. STOCK OPTION PLANS
Employees' Stock Incentive Plan
The Company has a Stock Incentive Plan for Key Employees under which the
Company may grant incentive stock options, non-qualified stock options,
stock appreciation rights and restricted stock. A summary of outstanding
stock options is as follows:
Options Exercise Price
Non-Qualified Options Outstanding at
June 30, 1994, and December 31, 1994 408,750 $2.37 - $10.17
Options Available for Grant 855,000
Other Stock Option Agreement
The Company has a non-qualified stock option agreement with a director to
purchase a maximum of 22,500 shares of the Company's common stock
exercisable at $3.22 per share.
7. STOCK PURCHASE PLAN
On October 15, 1990, the Company adopted an Employee Stock Purchase Plan
under which selected eligible employees and directors of the Company were
granted the opportunity to purchase shares of the Company's common stock.
Through December 31, 1994, 810,659 shares of the Company's stock have been
purchased at market prices by employees and directors under the plan.
At December 31, 1994, the Company has guaranteed plan participants' bank
borrowings totaling approximately $6,025,000.
8. EARNINGS PER SHARE
Earnings per share for the six month periods ended December 31, 1994, and
1993 have been calculated based on the weighted average number of shares of
common and common equivalent shares outstanding during each respective
period. The calculation assumes the conversion of all outstanding options
with the proceeds therefrom used to repurchase the Company's common stock at
market price.
9. INCOME TAXES
The Company has adopted Financial Accounting Standards Board Standard No.
109, "Accounting for Income Taxes" and determines income taxes for financial
reporting purposes using the asset and liability method. Under this method,
deferred tax assets and liabilities are computed for differences between
financial statement and tax bases of the Company's assets at currently
enacted tax rates.
<PAGE> 9
JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The provision for income taxes as computed under SFAS 109 is comprised of
the following for the six months ended December 31, 1994 and 1993:
1994 1993
Federal:
Current $ 1,395,000 $ 899,000
Deferred 797,000 762,000
2,192,000 1,661,000
State:
Current 386,000 311,000
Deferred (13,000) (158,000)
373,000 153,000
Provision for income taxes $ 2,565,000 $ 1,814,000
The significant components of deferred income tax assets and liabilities
at December 31, 1994, and June 30, 1994, are as follows:
December 31, 1994 June 30, 1994
Deferred tax assets:
Reserve for estimated
phase-out costs of
Steel Fabrication
Operations $ 2,854,000 $ 3,000,000
AMT Credit Carryforward 647,000 678,000
Additional Pension Liabilities 1,728,000 1,957,000
Other - Net 1,592,000 1,570,000
6,821,000 7,205,000
Deferred tax liabilities:
Inventories (2,176,000) (2,235,000)
Investment in unconsolidated
affiliates (2,473,000) (1,929,000)
Property, Plant and Equipment (8,489,000) (8,347,000)
(13,138,000) (12,511,000)
Net deferred tax liability $ (6,317,000) $ (5,306,000)
Net deferred tax liabilities are classified in the financial statements as
current or long-term depending upon the classification of the temporary
difference to which they relate.
<PAGE> 10
JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The reconciliation of the Company's effective income tax rate to the Federal
statutory rate of 34% for the six months ended December 31, 1994 and 1993
follows:
1994 1993
Federal income taxes
at statutory rate $ 2,299,000 $ 1,707,000
State income taxes,
net of Federal tax 246,000 101,000
Other - Net 20,000 6,000
$ 2,565,000 $ 1,814,000
Effective rate 37.9% 36.1%
At December 31, 1994, the Company has alternative minimum tax credit
carryforwards of approximately $647,000 which have been recorded as an asset
and are included in the long-term deferred taxes payable account. The
Company believes that realization of these carryforwards are more likely
than not and as such has not established any valuation allowance against
this asset.
10. CONTINGENCIES
In February 1994, the operators of a steel fabricating facility filed a
complaint against a previous operator of the facility and a former
subsidiary of Johnston Industries, Inc., which had operated the facility
earlier before its close in 1981. The complaint seeks to have the earlier
operators bear the response costs incurred in remediation at the plant site.
Such costs are alleged to be in excess of $1,500,000 to date. The Company is
presently in the process of obtaining sufficient information to fully
evaluate the claim. The Company has established a reserve in the amount of
$180,000 as an estimate of potential costs to be incurred in connection with
this matter. While the ultimate resolution of any lawsuit involves
uncertainty, management believes settlement of this issue will not have a
material effect on the Company's financial condition or results of
operations.
During 1992, the Company was notified by the Federal Environmental Protection
Agency ("EPA") and Michigan Department of Natural Resources ("MDNR") that the
EPA and MDNR believe the Company is a potentially responsible party for the
remediation of contamination at a former landfill facility previously
utilized by the Company's steel fabrication operations. Negotiations are
currently underway among the owner/operator group, the generator group, and
MDNR as to the allocation of response costs expended to date. The current
estimate of the Company's share of costs to date is approximately $18,000
which has been paid. Any additional liability of the Company for future costs
is not expected to be material.
<PAGE> 11
JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDESED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
11. SUBSEQUENT EVENTS
Dividend Declaration
On January 24, 1995, the Company declared a quarterly dividend of $.10 per
share payable February 21, 1995, to stockholders of record of February 7,
1995.
Jupiter National Investment
As discussed in Note 3 above, the Company owned approximately 49.6% of the
outstanding shares of Jupiter as of December 31, 1994. In January 1995, the
Company purchased an additional 89,300 shares of Jupiter for approximately
$2,300,000 which increased the Company's ownership interest in the
outstanding shares of Jupiter to approximately 54.2%. As a result, Jupiter
is now a majority-owned subsidiary of the Company which will be required to
be consolidated as of January 1995.
<PAGE> 12
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net sales for the second quarter of fiscal 1995 were $44,197,000
compared to $38,295,000 in the prior year, an increase of 15%. For the
six-month period of fiscal 1995, net sales were $84,970,000 compared to
$73,990,000 in fiscal 1994, also an increase of 15%. The sales increase
was primarily a result of unit sales and product mix changes. Sales in
the upholstery, furniture and home products markets were up $4,769,000 for
the quarter, an increase of 24%, and up $10,552,000 for the six months, an
increase of 30%. The remainder of the sales increase was mainly in the
automotive segment of our markets. At December 31, 1994, our sales order
backlog was $52,592,000 compared to $40,945,000 the prior year, a 28%
increase. In view of this very strong sales order backlog we look forward
to sustaining our sales level over the second half of the fiscal year.
The increased sales volume has significantly increased
productivity through higher utilization of plant and equipment. This
increased volume, coupled with certain price increases, has enabled the
Company to maintain its gross margin for the six-month period in spite
of increases in raw material costs.
Selling, general and administrative expenses decreased slightly
in the second quarter to $3,386,000 compared to $3,412,000 in the prior
year. For the six-month period of the current year, the expense was
$6,766,000 compared to $6,556,000 in the prior year, an increase of
$210,000. The most significant element of this increase was expenses
related to a new line of decorative and home furnishing products at
our Southern Phenix facility.
Depreciation and amortization expense for the quarter increased
$350,000 and $695,000 for the six-month period. These increases reflect
the recent increased level of capital expenditures.
<PAGE> 13
The increase in income from operations of $855,000 from
$2,970,000 for the three months ended December 31, 1993, to $3,825,000
for the three months ended December 31, 1994, reflects the results of
the higher level of product sales. This was also true for the six-month
period where the income from operations increased from $5,061,000 in
fiscal 1994, to $7,441,000 in fiscal 1995, an increase of $2,380,000, a
47% increase.
Interest expense was $933,000 for the quarter compared to
$733,000 for the same period in the prior year. For the six-month period
interest expense increased from $1,361,000 in fiscal 1994 to $1,778,000
in fiscal 1995, an increase of $417,000. This increase was attributable
to the increased level of borrowing under the Company's loan agreements
and a significant increase in interest rates.
The Company's earnings of equity investments for the quarter
were $1,001,000 compared with a loss of $458,000 for the same period in
the prior year. Jupiter National, Inc., 49% owned by the Company,
reported increased income for the current quarter from Wellington Sears,
its wholly owned subsidiary, and an increase in the market value of its
portfolio investments. In fiscal 1995, the income was $1,040,000 for the
six-month period compared to $1,579,000 for the same period in fiscal
1994. This decrease was caused by a decline in the market price of
Jupiter National, Inc.'s, investment in Zoll Medical. Jupiter National
carries its closed-end venture capital company portfolio investments at
market or fair value.
In January 1995, the Company purchased an additional 89,300
shares of Jupiter National, Inc., which increased the Company's ownership
interest to 54.2% As a result, Jupiter National is now a majority owned
subsidiary of the Company which will be required to be consolidated with
the financial statements of the Company as of January 1995.
Liquidity and Capital Resources
Working capital at December 31, 1994, was $24,486,000 and the
current ratio was 1.97 to 1.
<PAGE> 14
At December 31, 1994, the Company had available $35,000,000 under a
revolving credit agreement, $4,000,000 under a term loan agreement, and
$10,000,000 under its open lines of credit with several banks, and had
$44,750,000 borrowed under the various credit facilities.
During January 1995, the Company restructured its loan facilities ending
with a $45,000,000 revolving credit agreement and $10,000,000 line of credit;
the $4,000,000 term debt facility which will be repaid on March 31, 1995, as
per agreement. Current debt is $47,600,000.
The working capital and available credit under our credit facilities is
adequate to meet all of our anticipated cash needs.
<PAGE> 15
JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11. Statements of Computation of Per Share Earnings.
(b) There were no reports filed on Form 8-K for the quarter ended
December 31, 1994.
<PAGE> 16
Item 1. LEGAL PROCEEDINGS
In February 1994, the operators of a steel fabricating facility
filed a complaint in the United States District Court, Eastern District
of Pennsylvania against a predecessor operator of the facility and Johnston
Industries, Inc., a subsidiary of which had operated the facility earlier
before closing it in 1981. The complaint seeks to have the earlier
operations bear the response costs incurred in remediation of contamination
at the plant site, alleged to be $1,500,000 to date. The Company is
presently in the process of obtaining sufficient information to evaluate
the claim.
In March 1994, the Company received a demand from the
Michigan Department of Natural Resource (MDNR) for participation by a
subsidiary of the Company that was closed in 1982 as one of a group of
generators, in repayment of response costs expended in connection with
the Port of Monroe Landfill, Monroe County. Negotiations were held among
the owner/operator group, the generator group and MDNR on allocation of
those costs. An agreement was reached and on August 19,1994, the Company
issued a check in the amount of $17,857.00 in payment of its portion of
the response cost.
<PAGE> 17
JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the undersigned has duly caused this report to be filed on its behalf by
the undersigned hereto duly authorized.
JOHNSTON INDUSTRIES, INC.
DATED: February 10, 1995 BY ______________________
John W. Johnson
Vice President
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Page No.
11 -- Statement of Computation of Per Share Earnings 19
27 -- Financial Data Schedules (for SEC use only)
<PAGE> 1
JOHNSTON INDUSTRIES, INC.
EXHIBIT 11 - Statement of Computation of Per Share Earnings
<TABLE>
<CAPTION>
For the Three For the Six
Months Ended Months Ended
December 31 December 31
1994 1993 1994 1993
<S> <C> <C> <C> <C>
The weighted average number of common and
common share equivalents are as follows:
Weighted average common shares outstanding 10,588,875 10,706,621 10,633,282 10,707,046
Shares issued from assumed exercise of
incentive stock options (1) -0- 2,038 -0- 2,076
Shares issued from assumed exercise of
non-qualified stock options (1) 97,685 150,909 92,952 143,360
Weighted average number of shares
outstanding, as adjusted 10,686,560 10,859,568 10,726,234 10,852,482
Note:
(1) Shares issued from assumed exercise of options included the number of incremental
shares which result from applying the "treasury stock method" for options,
APB 15, paragraph 36.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF JOHNSTON INDUSTRIES, INC. FOR THE PERIOD ENDED DECEMBER 31, 1994,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH INFORMATION.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> DEC-31-1994
<CASH> 3,305
<SECURITIES> 0
<RECEIVABLES> 17,468
<ALLOWANCES> 449
<INVENTORY> 28,301
<CURRENT-ASSETS> 49,791
<PP&E> 132,611
<DEPRECIATION> (67,141)
<TOTAL-ASSETS> 143,463
<CURRENT-LIABILITIES> 25,305
<BONDS> 0
<COMMON> 1,241
0
0
<OTHER-SE> 60,007
<TOTAL-LIABILITY-AND-EQUITY> 143,463
<SALES> 84,970
<TOTAL-REVENUES> 84,970
<CGS> 65,118
<TOTAL-COSTS> 77,529
<OTHER-EXPENSES> (1,098)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,778
<INCOME-PRETAX> 6,761
<INCOME-TAX> 2,565
<INCOME-CONTINUING> 4,196
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,196
<EPS-PRIMARY> .39
<EPS-DILUTED> .39
</TABLE>
