<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
of the
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 1995 Commission File Number 1-9307
GUNDLE/SLT ENVIRONMENTAL, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 22-2731074
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
19103 Gundle Road Houston, Texas 77073
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (713) 443-8564
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 is 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 close of the latest practicable date.
Class Outstanding at October 27, 1995
Common stock, par value $.01 17,695,677
<PAGE> 2
GUNDLE/SLT ENVIRONMENTAL, INC.
INDEX
PAGE
PART I - FINANCIAL INFORMATION
Condensed Consolidated Balance Sheets as of
September 30, 1995 (Unaudited) and
December 31, 1994 (Unaudited and Restated) 3
Consolidated Statements of Income
for the Three and Nine Months Ended
September 30, 1995 and 1994 (Unaudited) 4
Consolidated Statements of Cash Flows
for the Nine Months Ended September 30, 1995
and 1994 (Unaudited) 5
Notes to Condensed Consolidated Financial
Statements 6
Management's Discussion and Analysis of Results
of Operations and Financial Condition 10
PART II - OTHER INFORMATION 14
2
<PAGE> 3
GUNDLE/SLT ENVIRONMENTAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1995 1994
------------ ------------
(RESTATED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS $ 7,003 $ 9,488
ACCOUNTS RECEIVABLE 85,152 78,816
COSTS AND ESTIMATED EARNINGS IN EXCESS
OF BILLINGS ON CONTRACTS IN PROGRESS 14,035 9,401
INVENTORY 26,952 22,072
DEFERRED INCOME TAXES 6,191 2,516
PREPAID EXPENSES AND OTHER 1,982 954
----------- -----------
TOTAL CURRENT ASSETS 141,315 123,247
PROPERTY, PLANT AND EQUIPMENT, NET 44,865 57,172
EXCESS OF PURCHASE PRICE OVER FAIR VALUE
OF NET ASSETS ACQUIRED, NET 28,162 28,715
DEFERRED INCOME TAXES 992 912
OTHER ASSETS 1,338 1,136
----------- -----------
$ 216,672 $ 211,182
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
NOTES PAYABLE $ 12,109 $ 12,467
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 41,599 42,789
BILLINGS IN EXCESS OF COSTS AND ESTIMATED
EARNINGS ON CONTRACTS IN PROGRESS 1,261 499
CURRENT PORTION OF LONG-TERM DEBT 5,466 2,165
INCOME TAXES PAYABLE 2,406 2,120
DEFERRED INCOME TAXES 1,667 1,527
----------- -----------
TOTAL CURRENT LIABILITIES 64,508 61,567
LONG-TERM DEBT 50,552 46,202
DEFERRED INCOME TAXES 4,138 3,893
OTHER LIABILITIES 1,218 1,042
STOCKHOLDERS' EQUITY:
PREFERRED STOCK, $1.00 PAR VALUE, 1,000,000
SHARES AUTHORIZED, NO SHARES ISSUED OR
OUTSTANDING -- --
COMMON STOCK, $.01 PAR VALUE, 30,000,000
SHARES AUTHORIZED, 17,692,864 ISSUED AND
OUTSTANDING 177 177
ADDITIONAL PAID-IN CAPITAL 68,258 68,216
RETAINED EARNINGS 28,593 32,385
CUMULATIVE TRANSLATION ADJUSTMENT 3,495 1,967
----------- -----------
100,523 102,745
TREASURY STOCK AT COST, 500,000 SHARES (4,267) (4,267)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 96,256 98,478
----------- -----------
$ 216,672 $ 211,182
=========== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
3
<PAGE> 4
GUNDLE/SLT ENVIRONMENTAL, INC.
CONSOLIDATED STATEMENTS OF INCOME
(AMOUNTS IN THOUSANDS EXCEPT EARNINGS PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- --------------------
1995 1994 1995 1994
-------- -------- --------- ---------
<S> <C> <C> <C> <C>
SALES $ 79,166 $ 76,342 $ 189,807 $ 155,342
COST OF SALES 61,637 59,898 150,979 122,287
-------- -------- --------- ---------
GROSS PROFIT 17,529 16,444 38,828 33,055
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 6,860 7,625 22,726 22,643
AMORTIZATION OF GOODWILL 228 218 678 643
NONRECURRING CHARGES 11,766 0 15,270 0
-------- -------- --------- ---------
OPERATING INCOME (1,325) 8,601 154 9,769
OTHER EXPENSES:
INTEREST EXPENSE, NET 1,465 1,161 3,985 3,280
FOREIGN EXCHANGE (GAIN) LOSS (119) (1) 36 (104)
OTHER (INCOME) EXPENSE, NET 183 36 232 (163)
-------- -------- --------- ---------
INCOME (LOSS) BEFORE INCOME TAXES (2,854) 7,405 (4,099) 6,756
PROVISION (BENEFIT) FOR INCOME TAXES 400 2,402 (307) 2,248
-------- -------- --------- ---------
NET INCOME (LOSS) $ (3,254) $ 5,003 $ (3,792) $ 4,508
======== ======== ========= =========
EARNINGS (LOSS) PER COMMON SHARE $ (0.19) $ 0.29 $ (0.22) $ 0.26
======== ======== ========= =========
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 17,192 17,185 17,192 17,181
======== ======== ========= =========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
4
<PAGE> 5
GUNDLE/SLT ENVIRONMENTAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------
1995 1994
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME (LOSS) $ (3,792) $ 4,508
ADJUSTMENTS TO RECONCILE NET LOSS TO CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES:
DEPRECIATION 6,452 6,170
AMORTIZATION OF GOODWILL 678 643
DEFERRED INCOME TAXES (3,370) (690)
WRITEDOWN OF ASSETS 8,470 0
INCREASE (DECREASE) IN CASH DUE TO
CHANGES IN ASSETS AND LIABILITIES:
ACCOUNTS RECEIVABLE (6,336) (21,223)
COSTS AND ESTIMATED EARNINGS IN EXCESS
OF BILLINGS ON CONTRACTS IN PROGRESS (4,634) (11,363)
INVENTORY (4,880) (4,202)
PREPAID EXPENSES AND OTHER (270) 614
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (1,190) 9,968
BILLINGS IN EXCESS OF COSTS AND EARNINGS
ON CONTRACTS IN PROGRESS 762 3,517
INCOME TAXES PAYABLE 286 1,585
-------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (7,824) (10,473)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT, NET (3,615) (7,677)
PAYMENTS FOR ACQUISITION OF A BUSINESS,
NET OF CASH ACQUIRED 0 (730)
LOANS TO AFFILIATES 13 289
ADVANCES TO AFFILIATES AND OTHER, NET 27 (903)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (3,575) (9,021)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
BORROWINGS UNDER THE REVOLVING LINE OF CREDIT (358) 1,952
ADDITIONS TO LONG TERM DEBT 7,651 (1,543)
PROCEEDS FROM THE EXERCISE OF STOCK OPTIONS AND
PURCHASES UNDER THE EMPLOYEE STOCK PURCHASE PLAN 42 50
CAPITAL CONTRIBUTION 0 8,019
OTHER LIABILITIES 176 0
REPURCHASE OF COMMON STOCK 0 (306)
-------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 7,511 8,172
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 1,403 1,280
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (2,485) (10,042)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD 9,488 19,590
-------- --------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD $ 7,003 $ 9,548
======== ========
CASH PAID FOR INTEREST $ 3,926 $ 3,617
======== ========
CASH PAID FOR INCOME TAXES $ 3,110 $ 305
======== ========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
5
<PAGE> 6
GUNDLE/SLT ENVIRONMENTAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) Basis of Presentation -
General -
The accompanying unaudited condensed consolidated financial statements
have been prepared by the Registrant ("Gundle/SLT Environmental, Inc." or the
"Company") pursuant to the rules and regulations of the Securities and Exchange
Commission. These condensed consolidated financial statements reflect all
normal recurring adjustments which are, in the opinion of management, necessary
for the fair presentation of such financial statements for the periods
indicated. Certain information relating to the Company's organization and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles has been condensed or
omitted in this Form 10-Q pursuant to Rule 10-01 of Regulation S-X for interim
financial statements required to be filed with the Securities and Exchange
Commission. However, the Company believes that the disclosures herein are
adequate to make the information presented not misleading. The results for the
three and nine months ended September 30, 1995, are not necessarily indicative
of future operating results. 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 March 31, 1995.
The accounting policies followed by the Company in preparing interim
consolidated financial statements are similar to those described in the "Notes
to Consolidated Financial Statements" in the Company's Annual Report on Form
10-K for the year ended March 31, 1995.
Earnings per common share are based on the weighted average number of
common shares and common share equivalents outstanding. Common share
equivalents (outstanding options to purchase shares of common stock) are
computed using the treasury stock method and were excluded from the earnings
per share calculations as dilution was less than 3%.
6
<PAGE> 7
Organization -
Gundle/SLT Environmental, Inc., a Delaware corporation, through its
wholly owned subsidiaries is primarily engaged in the manufacture, sale and
installation of polyethylene lining systems.
Fiscal Year -
On April 17, 1995, the Company elected to change its fiscal year end
from March 31 to December 31. The Company intends to restate all prior periods
in its December 31, 1995 annual report on Form 10-K to conform with its newly
adopted fiscal year. The Condensed Consolidated Balance Sheets and
Consolidated Statements of Income and Cash Flow presented in this Form 10-Q
have been restated to reflect the change in fiscal year end.
Reclassifications -
The accompanying condensed consolidated financial statements for 1994
contain certain reclassifications to conform with the current year
presentation.
(2) Merger with SLT Environmental, Inc. -
On July 27, 1995, the Company merged with SLT Environmental, Inc.
(SLT). In the merger, SLT's sole stockholder received 7,000,000 shares of the
Company's common stock in exchange for all issued and outstanding shares of SLT
common stock. The merger was accounted for as a pooling of interests.
Accordingly, the Company's financial statements have been restated to include
the results of SLT for all periods presented.
Combined and separate results of Gundle and SLT during the period
preceding the merger were as follows (000's):
Seven Months Ended July 27, 1995
--------------------------------
Gundle SLT Combined
------ ------- --------
(Unaudited)
Sales $70,390 $67,715 $138,105
Net Income (Loss) $(267) $1,308 $1,041
7
<PAGE> 8
Nine Months Ended September 30, 1994
------------------------------------
Gundle SLT Combined
------ -------- --------
(Unaudited)
Sales $93,717 $61,625 $155,342
Net Income (Loss) $2,330 $2,178 $4,508
(3) Nonrecurring Charges -
As a result of the merger and the proposed disposal of SLT's old
office and manufacturing facility, the Company recorded nonrecurring charges of
$15,270,000. Of this amount, $10,070,000 relates to a plan to reduce the
overall cost structure of the Company's products and manufacturing operations.
To accomplish the reduction in cost, the Company will standardize its products,
as well as streamline its manufacturing processes. A preliminary analysis was
completed in September and the Company concluded that certain products,
processes and manufacturing assets must be upgraded or eliminated. The
resulting charge of $10,070,000 represents the Company's best estimate of the
cost to standardize products and streamline the manufacturing process,
including the writedown of certain assets. The Company intends to discontinue
operating its compounding facility and upgrade its geonet production lines. In
addition, costs of $400,000 related to the consolidation of SLT's manufacturing
facilities and closing its Conroe facility were recorded. Costs related to the
recently completed merger with SLT were $4,800,000. These expenses represent
the cost of combining the two companies, including severance expense,
standardization of employee benefit plans, professional fees, office relocation
and other related costs incurred in connection with the merger.
(4) Inventory -
Inventory is stated at the lower of cost or market. Cost, which
includes material, labor and overhead, is determined by the weighted average
cost method. Inventory consisted of the following at (000's):
September 30, December 31,
1995 1994
------------- ------------
Raw materials and supplies $ 6,185 $11,342
Finished goods 20,767 10,730
------- -------
$26,952 $22,072
======= =======
8
<PAGE> 9
(5) Long-Term Debt -
On July 27, 1995, the Company entered into note agreements (the Notes)
with two lenders, in the aggregate amount of $25,000,000 which mature on August
1, 2005. The Notes, which are unsecured, require interest payments at a rate
of 7.34% beginning February 1, 1996 and annual principal payments of $5,000,000
beginning August 1, 2001. The terms of the Notes place various restrictions on
the Company's ability to pay dividends or make certain other payments, incur
additional debt, consolidate or merge into another corporation or sell assets
unless certain other criteria are met. The Notes also require the Company to
maintain certain financial ratios and a specified level of consolidated net
worth. The proceeds from the Notes were used to retire outstanding
indebtedness of SLT.
The Company also entered into a new $35,000,000 revolving credit
facility (the "Revolver") with NationsBank of Texas, on July 27, 1995. The
Revolver, which matures on September 30, 2000, bears interest at the Company's
option, at the bank's prime rate or the reserve adjusted LIBOR plus an
applicable margin based on the ratio of funded debt to total capitalization.
An annual commitment fee of 1/4% is payable on any unused portion of the
facility. Under the terms of the revolving line of credit agreement, the
Company is required to maintain certain financial ratios and a specific level
of consolidated tangible net worth.
(6) Income Taxes -
The Company's provision for income taxes is recorded at the statutory
rates adjusted for any permanent differences. In the third quarter, the
Company recorded a tax provision of $400,000 on a pretax loss of $2,854,000 as
a result of the impact of certain nondeductible expenses, particularly merger
and meals and entertainment expenses, and adjusting the year to date tax rate
to equal the projected effective tax rate for the year.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
General -
On July 27, 1995, the Company merged with SLT Environmental, Inc.
(SLT). The stockholder of SLT received 7,000,000 shares of the Company's
common stock for all issued and outstanding shares of SLT common stock. The
merger was accounted for as a pooling of interests. Accordingly, the Company's
financial statements have been restated to include the results of SLT for all
periods presented.
Quarter -
For the three months ended September 30, 1995 sales were $79,166,000
compared with $76,342,000 for the same period last year. The increase in sales
is the result of an overall increase in pricing of 28% partially offset by a
decrease in unit sales volume of 19%. Domestic pricing was up over 22% while
volume was down 27%. International pricing increased 37% from last year while
volumes fell 3%.
Gross profit for the quarter was $17,529,000 compared with $16,444,000
last year. Gross profit as a percentage of sales was 22% for both periods. The
increased gross profit was due to the increased sales.
Selling, general and administrative expenses were $6,860,000 compared
with $7,625,000 in the prior year. The decrease in these expenses from year to
year primarily relates to the reorganization of the installation and the sales
and marketing functions in the U.S. as well as across the board reductions due
to the merger. These decreases are partially offset by increased expenses in
the Company's German operations created by the addition of a product line and
currency valuation differences.
During the quarter, the Company completed its merger with SLT
Environmental, Inc. As a result of the merger, the Company recorded
nonrecurring charges of $11,766,000. Of this amount, $10,070,000 relates to a
plan to reduce the overall cost structure of the Company's products and
manufacturing operations. To accomplish the reduction in cost, the Company
will standardize its products as well as streamline its manufacturing
processes. A preliminary analysis was completed in September and the Company
concluded that certain products, processes and manufacturing assets must be
upgraded or
10
<PAGE> 11
eliminated. The resulting charge of $10,070,000 represents the
Company's best estimate of the cost to standardize products and streamline the
manufacturing process, including the writedown of certain assets. The Company
intends to discontinue operating its compounding facility and upgrade its
geonet manufacturing capability, which includes the shutdown of its narrow
geonet production lines. The capital cost associated with upgrading its geonet
production capability is estimated to be $1,500,000. Costs related to the
recently completed merger with SLT were $1,696,000, during the third quarter.
These expenses represent the cost of combining the two companies, including
severance expense, standardization of employee benefit plans, professional
fees, office relocation and other related costs incurred in connection with the
merger.
Net interest expense was $1,465,000 compared with $1,161,000 last
year. The increase is the result of the increase in debt outstanding from year
to year.
The quarterly provision for income taxes was $400,000 compared with a
provision of $2,402,000 in the same period last year. The tax provision in the
current period was due to adjusting the year to date tax rate to equal the
projected effective tax rate for the year. This adjustment was due to the
nondeductibility of certain expenses, particularly merger and meals and
entertainment expenses, and the effect of the nonrecurring charges recorded
during the third quarter of 1995. The prior year's effective tax rate was
reduced due to the utilization of an unrecorded net operating loss
carryforward.
Year to Date -
Sales of $189,807,000 for the nine months ended September 30, 1995
exceeded sales in the prior year of $155,342,000 by 22%. Overall, pricing
increased 27% when compared with last year, but unit sales volume was down 4%.
Domestic and international pricing was up 22% and 41%, respectively, while
volumes were down 5% and 3%.
Gross profit was $38,828,000 versus $33,055,000 last year. As a
percentage of sales, gross profit was 21% for both periods. The increase in
gross profit was due to the increased level of sales.
Selling, general and administrative expenses of $22,726,000 were in
line with last year. Expenses supporting the Company's international operations
increased, but were offset by decreased expenses in the U.S.
The Company completed its merger with SLT Environmental, Inc. in the
third quarter. As a result of the merger and the proposed
11
<PAGE> 12
disposal of SLT's old office and manufacturing facility, the Company
recorded nonrecurring charges of $15,270,000. Of this amount, $10,070,000
relates to a plan to reduce the overall cost structure of the Company's
products and manufacturing operations. To accomplish the reduction in cost,
the Company will standardize its products, as well as streamline its
manufacturing processes. A preliminary analysis was completed in September and
the Company concluded that certain products, processes and manufacturing assets
must be upgraded or eliminated. The resulting charge of $10,070,000 represents
the Company's best estimate of the cost to standardize products and streamline
the manufacturing process, including the writedown of certain assets. The
Company intends to discontinue operating its compounding facility and upgrade
its geonet production lines. The capital cost associated with upgrading its
geonet production capability is estimated to be $1,500,000. In addition, costs
of $400,000 related to the consolidation of SLT's manufacturing facilities and
closing its Conroe facility were recorded. Costs related to the recently
completed merger with SLT were $4,800,000. These expenses represent the cost
of combining the two companies, including severance expense, standardization of
employee benefit plans, professional fees, office and equipment relocation and
other related costs incurred in connection with the merger.
Net interest expense of $3,985,000 was $705,000 or 21% higher than the
prior year due to lower average investible cash balances in the current year,
and the increased level of debt outstanding during the period.
The Company's benefit for income taxes was $307,000 compared with a
provision of $2,248,000 for the same period last year. The taxes in both years
were provided at the statutory rates adjusted for certain permanent
differences. The effective tax rate of 7% in 1995 is the result of the
nondeductibility of certain expenses, particularly merger and meals and
entertainment expenses, and the impact of the nonrecurring charges recorded
during the year. The 1994 effective tax rate reflected the benefit of
utilizing an unrecorded net operating loss carryforward.
12
<PAGE> 13
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1995, the Company had working capital of $76,807,000,
including cash and temporary investments of $7,003,000. The Company's cash,
inventory and receivable balances fluctuate from quarter to quarter due to the
seasonality of sales. The Company's capital structure consists of $56,018,000
in long term debt and $96,256,000 stockholders' equity as of September 30,
1995.
During the quarter, the Company entered into a new $35,000,000
revolving credit facility (the "Revolver") with NationsBank of Texas (See Note
(5)). As of September 30, 1995, there was no balance outstanding on the
revolving line of credit. However, letters of credit issued under this
facility totaled $2,824,000 thereby reducing the balance available to
$32,176,000. The letters of credit issued under this facility primarily secure
performance of installation contracts and self insurance programs.
In addition, on July 27, 1995 the Company entered into two new note
agreements (the "Notes") in the aggregate amount of $25,000,000. The proceeds
from the Notes were used to retire outstanding indebtedness of SLT (See Note
(5)).
In general, the Revolver and Notes contain restrictions with respect
to the incurrence of additional indebtedness, the payment of cash dividends or
similar restricted payments, the ability of the Company to consolidate or merge
into another corporation or transfer or sell assets, unless certain criteria
are met. The Revolver and Notes also require the maintenance of certain
financial ratios and a specified level of consolidated net worth.
The Company believes that its cash balance, cash generated by
operations and the balance available under the Revolver are adequate to meet
these and other foreseeable cash requirements during the next twelve months.
The Company's operations are subject to seasonal fluctuation with the
greatest volume of product deliveries and installations typically occurring in
the summer and fall months. In particular, the Company's operating results are
most impacted in the first quarter as both product deliveries and installations
are at their lowest levels due to the inclement weather experienced in the
Northern Hemisphere during this period.
Pricing of the Company's products and services are principally driven
by worldwide manufacturing capacity in the industry and raw material pricing.
The Company's primary raw material occasionally is
13
<PAGE> 14
in short supply and is subject to substantial price fluctuation in
response to market demand. Any additional increase in worldwide manufacturing
capacity, interruption in raw material supply or abrupt raw material price
increase could have an adverse effect upon the Company's operations. Inflation
has not had a significant impact on the Company's operations.
PART II - OTHER INFORMATION
ITEM 6 - Exhibits and reports on Form 8-K
(a) 11 -- Computation of earnings per share - see Note 1 to the Notes to
Condensed Consolidated Financial Statements
27 -- Financial Data Schedule
(b) (1) - Current report on Form 8-K dated August 9, 1995
(2) - Current report on Form 8-K dated September 14, 1995
14
<PAGE> 15
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.
GUNDLE/SLT ENVIRONMENTAL, INC.
DATE October 27, 1995 BY /s/ Roger J. Klatt
-------------------------------
ROGER J. KLATT,
SENIOR VICE PRESIDENT &
CHIEF FINANCIAL OFFICER
DATE October 27, 1995 BY /s/ Keith E. St. Clair
-------------------------------
KEITH E. ST. CLAIR,
CORPORATE CONTROLLER
15
<PAGE> 16
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.
GUNDLE/SLT ENVIRONMENTAL, INC.
DATE October 27, 1995 BY
------------------------------
ROGER J. KLATT,
SENIOR VICE PRESIDENT &
CHIEF FINANCIAL OFFICER
DATE October 27, 1995 BY
------------------------------
KEITH E. ST. CLAIR,
CORPORATE CONTROLLER
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from (a) identify
specific financial statements and is qualified in its entirety by reference to
such (b) Identify filing.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JUL-01-1995
<PERIOD-END> SEP-30-1995
<EXCHANGE-RATE> 1
<CASH> 7,003,000
<SECURITIES> 0
<RECEIVABLES> 85,152,000
<ALLOWANCES> 0
<INVENTORY> 26,952,000
<CURRENT-ASSETS> 141,315,000
<PP&E> 44,865,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 216,672,000
<CURRENT-LIABILITIES> 64,508,000
<BONDS> 0
<COMMON> 177,000
0
0
<OTHER-SE> 96,079,000
<TOTAL-LIABILITY-AND-EQUITY> 216,672,000
<SALES> 79,166,000
<TOTAL-REVENUES> 79,166,000
<CGS> 61,637,000
<TOTAL-COSTS> 61,637,000
<OTHER-EXPENSES> 18,854,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,465,000
<INCOME-PRETAX> (2,854,000)
<INCOME-TAX> 400,000
<INCOME-CONTINUING> (3,254,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,254,000)
<EPS-PRIMARY> (.19)
<EPS-DILUTED> (.19)
</TABLE>
