GUNDLE SLT ENVIRONMENTAL INC
10-Q, 1999-08-11
UNSUPPORTED PLASTICS FILM & SHEET
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                                    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 JUNE 30, 1999          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) (281) 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 JULY 30, 1999
- ----------------------------          --------------------------------
Common stock, par value $.01                      12,911,584

<PAGE>
                         GUNDLE/SLT ENVIRONMENTAL, INC.

                                      INDEX

                                                                            PAGE

PART I - FINANCIAL INFORMATION

      Condensed Consolidated Balance Sheets as of
      June 30, 1999 (Unaudited) and
      December 31, 1998                                                       3

      Consolidated Statements of Income
      For the Three and Six Months Ended
      June 30, 1999 and 1998 (Unaudited)                                      4

      Consolidated Statements of Cash Flows
      For the Six Months Ended June 30, 1999
      and 1998 (Unaudited)                                                    5

      Notes to Condensed Consolidated Financial
      Statements                                                              6

      Management's Discussion and Analysis of Results
      of Operations and Financial Condition                                   8


PART II - OTHER INFORMATION                                                  12


                                        2
<PAGE>
                         GUNDLE/SLT ENVIRONMENTAL, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (AMOUNTS IN THOUSANDS EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                             JUNE 30        DECEMBER 31,
                                                               1999            1998
                                                           -------------  ---------------
                                                            (UNAUDITED)
<S>                                                           <C>             <C>
ASSETS
CURRENT ASSETS:
  CASH AND CASH EQUIVALENTS ............................      $   8,652       $  29,399
  ACCOUNTS RECEIVABLE, NET .............................         52,154          46,517
  CONTRACTS IN PROGRESS ................................          8,396           1,884
  INVENTORY ............................................         19,072          18,562
  DEFERRED INCOME TAXES ................................          4,584           5,609
  PREPAID EXPENSES AND OTHER ...........................          1,657           1,039
                                                              ---------       ---------
        TOTAL CURRENT ASSETS ...........................         94,515         103,010

PROPERTY, PLANT AND EQUIPMENT, NET .....................         33,656          34,838
EXCESS OF PURCHASE PRICE OVER FAIR VALUE
  OF NET ASSETS ACQUIRED, NET ..........................         25,880          26,868
OTHER ASSETS ...........................................          5,836           4,604
                                                              ---------       ---------
                                                              $ 159,887       $ 169,320
                                                              =========       =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES .............      $  31,746       $  32,486
  ADVANCE BILLINGS ON CONTRACTS
   IN PROGRESS .........................................          1,407           1,861
  CURRENT PORTION OF LONG-TERM DEBT ....................          5,338           5,366
  INCOME TAXES PAYABLE .................................          1,302           3,192
  DEFERRED INCOME TAXES ................................            593             536
                                                              ---------       ---------

        TOTAL CURRENT LIABILITIES ......................         40,386          43,441

LONG-TERM DEBT .........................................         26,799          32,048
DEFERRED INCOME TAXES ..................................          2,382           2,491
OTHER LIABILITIES ......................................            609           1,547

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, 18,096,211 AND 18,092,336 SHARES
    ISSUED .............................................            181             181
  ADDITIONAL PAID-IN CAPITAL ...........................         69,392          69,374
  RETAINED EARNINGS ....................................         50,950          50,370
  ACCUMULATED OTHER COMPREHENSIVE INCOME ...............            996             832
  UNEARNED COMPENSATION ................................           (115)           (130)
                                                              ---------       ---------
                                                                121,404         120,627
  TREASURY STOCK AT COST, 5,183,846 and 4,964,689 SHARES        (31,693)        (30,834)
                                                              ---------       ---------

        TOTAL STOCKHOLDERS' EQUITY .....................         89,711          89,793
                                                              ---------       ---------

                                                              $ 159,887       $ 169,320
                                                              =========       =========
</TABLE>

                 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
               THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                          3


<PAGE>
                         GUNDLE/SLT ENVIRONMENTAL, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
             (AMOUNTS IN THOUSANDS EXCEPT EARNINGS PER SHARE DATA)
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                        THREE MONTHS ENDED              SIX MONTHS ENDED
                                                             JUNE 30,                        JUNE 30,
                                                    ------------------------         ------------------------
                                                       1999            1998             1999           1998
                                                    --------        --------         --------        --------
<S>                                                 <C>             <C>              <C>             <C>
SALES AND OPERATING REVENUE ...............         $ 52,069        $ 49,636         $ 74,517        $ 80,955
COST OF PRODUCTS & SERVICES ...............           39,903          40,903           59,464          67,096
                                                    --------        --------         --------        --------

GROSS PROFIT ..............................           12,166           8,733           15,053          13,859

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES .................            6,119           6,760           12,507          12,451
AMORTIZATION OF GOODWILL ..................              340             341              684             687
                                                    --------        --------         --------        --------

OPERATING INCOME ..........................            5,707           1,632            1,862             721

OTHER (INCOME) EXPENSES:
  INTEREST EXPENSE ........................              776             921            1,588           1,825
  INTEREST INCOME .........................             (254)           (253)            (621)           (551)
  OTHER (INCOME) EXPENSE, NET .............               33             (67)            (107)            (59)
                                                    --------        --------         --------        --------

INCOME BEFORE INCOME TAXES ................            5,152           1,031            1,002            (494)

PROVISION FOR INCOME TAXES ................            2,163             444              421            (212)
                                                    --------        --------         --------        --------

NET INCOME ................................         $  2,989        $    587         $    581        $   (282)
                                                    ========        ========         ========        ========
BASIC AND DILUTED EARNINGS
   PER COMMON SHARE .......................         $   0.23        $   0.04         $   0.04        $  (0.02)
                                                    ========        ========         ========        ========

WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING .....................           12,982          13,246           13,022          13,271
                                                    ========        ========         ========        ========
</TABLE>

                 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
               THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.



                                       4

<PAGE>
                         GUNDLE/SLT ENVIRONMENTAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (AMOUNTS IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                 SIX MONTHS ENDED
                                                                      JUNE 30
                                                              -----------------------
                                                                1999           1998
                                                              --------       --------
<S>                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  NET INCOME ...........................................      $    581       $   (282)
  ADJUSTMENTS TO RECONCILE NET INCOME TO CASH
    PROVIDED BY (USED IN) OPERATING ACTIVITIES:
    DEPRECIATION .......................................         4,302          3,523
    AMORTIZATION .......................................           750            691
    DEFERRED INCOME TAXES ..............................           236           (846)
    GAIN ON SALE OF ASSETS .............................           (76)            (9)
    INCREASE (DECREASE) IN CASH DUE TO
      CHANGES IN ASSETS AND LIABILITIES:
      ACCOUNTS RECEIVABLE ..............................        (6,659)         1,980
      CONTRACTS IN PROGRESS ............................        (6,631)        (1,033)
      INVENTORY ........................................          (729)          (959)
      ACCOUNTS PAYABLE AND ACCRUED LIABILITIES .........          (297)        (6,978)
      ADVANCE BILLINGS ON CONTRACTS IN PROGRESS ........          (406)           211
      INCOME TAXES PAYABLE .............................        (1,836)          (325)
      OTHER ............................................          (667)          (429)
                                                              --------       --------
      NET CASH PROVIDED BY(USED IN)OPERATING ACTIVITIES        (11,432)        (4,456)
                                                              --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT ...........        (4,044)        (3,575)
  PROCEEDS FROM SALE OF EQUIPMENT ......................           192            208
  OTHER ................................................             0              0
                                                              --------       --------

      NET CASH USED IN INVESTING ACTIVITIES ............        (3,852)        (3,367)
                                                              --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  REPURCHASE OF COMMON STOCK ...........................          (859)             0
  PROCEEDS FROM THE EXERCISE OF STOCK OPTIONS AND
    PURCHASES UNDER THE EMPLOYEE STOCK PURCHASE PLAN ...            14             25
  RETIREMENT OF LONG-TERM DEBT .........................        (5,110)        (5,111)
                                                              --------       --------

      NET CASH PROVIDED BY(USED IN) FINANCING ACTIVITIES        (5,955)        (5,086)
                                                              --------       --------

EFFECT OF EXCHANGE RATE CHANGES ON CASH ................           493           (213)
                                                              --------       --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ...       (20,746)       (13,122)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD ...        29,399         24,844
                                                              --------       --------

CASH AND CASH EQUIVALENTS AT END OF THE PERIOD .........      $  8,652       $ 11,722
                                                              ========       ========
CASH PAID FOR INTEREST .................................      $  1,586       $  1,863
                                                              ========       ========

CASH PAID FOR INCOME TAXES .............................      $  1,913       $    244
                                                              ========       ========

</TABLE>

                 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
               THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                       5


<PAGE>
                         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 six
months ended June 30, 1999, 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 December 31, 1998.

     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 December 31, 1998.

     The Company is using a cross currency principal and interest rate swap to
effectively convert a portion of its U.S. dollar denominated debt into German
Marks. The objective of this hedging strategy is the management of the foreign
currency exchange risk associated with its net investment in Germany and is
based on the projected foreign currency cash flows from Germany over the life of
the contract. The Company's investment in Germany and the foreign currency
portion of its swap are adjusted each period to reflect current foreign exchange
rates with the gains and losses recorded in the equity section of the balance
sheet as comprehensive income. The differential paid or received on the interest
rate component is recognized as an adjustment to interest expense.

     The Company occasionally enters into forward contracts and cross currency
swaps in its management of foreign currency exposures. As a matter of policy,
the Company does not speculate in financial markets and therefore, does not hold
these contracts for trading purposes. The Company utilizes what it considers
straightforward instruments to accomplish its objectives.



                                        6
<PAGE>
     The foreign currency forward contracts are used to hedge specific
transactions. Gains and losses on these contracts are recognized in the same
period as the gains and losses on the underlying position.

Organization -

     Gundle/SLT Environmental, Inc., a Delaware corporation, through GSE Lining
Technology, Inc. and the Company's other wholly owned subsidiaries, is primarily
engaged in the manufacture, sale and installation of polyethylene lining
systems.

(2)  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,
which approximates the first in, first out cost method. Inventory consisted of
the following (000's):

                                                  June 30,         December 31,
                                                    1999               1998
                                                ------------      --------------
Raw materials and supplies .............          $ 3,831            $ 4,207
Finished goods .........................           15,241             14,355
                                                  -------            -------

                                                  $19,072            $18,562
                                                  =======            =======

 (3) Income Taxes -

     The Company's provision for income taxes is recorded at the statutory rates
adjusted for the effect of any permanent differences.

(4)  Equity -

     In September 1998, the Company announced a stock repurchase program, which
authorizes the repurchase of up to 1,000,000 shares of its common stock. As of
June 30, 1999, the company had repurchased 284,157 shares of common stock at
prices ranging from $2.50 to $4.13 per share under this program. All of these
transactions were funded with the Company's available cash. At June 30, 1999,
the Company had 12,912,365 shares outstanding.

(5)  Comprehensive Income -

     On January 1, 1998, the Company adopted Statement 130, REPORTING
COMPREHENSIVE INCOME. Statement 130 establishes new rules for the reporting and
display of comprehensive income and its components; however, the adoption of
this Statement had no impact on the Company's net income or shareholders'
equity. Statement 130 requires unrealized gains or losses on the Company's
available-for-sale securities and foreign currency translation adjustments to be
included in other comprehensive income. Prior to adoption these amounts were
reported separately in shareholders' equity. Prior year financial statements
have been reclassified, where appropriate, to conform to the requirements of
Statement 130.


                                        7
<PAGE>
During the second quarter of 1999 and 1998, other comprehensive income (losses),
representing foreign currency translation adjustments amounted to $543,000 and
$219,000 respectively.

(6)  Derivative Financial Instruments -

     Effective October 18, 1996, the Company swapped $10,000,000 in long-term
debt with an annual interest rate of 7.34% for 15,380,000 Deutsche Mark (DM)
denominated long-term debt with an annual interest rate of 6.32%, effectively
hedging a portion of its net investment in Germany. The DM swap agreement
requires the Company to re-exchange 3,076,000 DM for $2,000,000 each August 1
for the five year period beginning August 1, 2001. The DM swap is marked to
market as the U.S. dollar/DM exchange rate changes. These adjustments are
included as a component of accumulated other comprehensive income in
shareholders' equity. Interest payments and receipts are semi-annual on February
1 and August 1. The DM interest payment is also subject to exchange rate
fluctuations. Interest expense is also impacted by these exchange rate
fluctuations.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
        FINANCIAL CONDITION

RESULTS OF OPERATIONS

Quarter:

     For the three months ended June 30, 1999, sales and operating revenue was
$52,069,000 compared with $49,636,000 for the same period last year. This 5%
increase in sales and operating revenue from last year was impacted by 6% more
units shipped. U.S. sales and operating revenue was $28,662,000, 10% higher than
for the same period last year. U.S. volume was 21% higher and overall weighted
value per unit was 10% lower resulting from a change in the mix of products sold
with installation services. Foreign sales and operating revenue was $23,407,000
this quarter, about the same as last year. Foreign volume was off 8%, primarily
due to lower activity in the South American mining industry following declines
in mineral prices. However, the overall weighted value per unit was up 8% as the
Company performed more installation activities per unit offsetting the lower
volume. A decrease in the US dollar value of the Company's German Deutsche Mark
and British Pound functional currency sales resulted in approximately $400,000
of the lower foreign sales.

     Gross profit for the quarter was $12,166,000, 39% better than the prior
year. Shipments during the quarter were up 6%. Gross profit margin, as a
percentage of sales and operating revenue, increased to 23% from 18% last year.
This increase was primarily due to timing of changes in resin costs and selling
prices. This year's resin costs included in cost of sales were purchased in
prior periods at lower than the current quarter's costs. Last year's resin costs
included in cost of sales were purchased in prior periods at higher than the
then current quarter's costs. These timing differences resulted in a lower
margin than normal last year and a higher margin than normal this year.



                                        8
<PAGE>
     Selling, general and administrative (SG&A) expenses were $6,119,000
compared with $6,760,000 in the second quarter of 1998. The majority of the
decrease was caused by last year's approximately $1,000,000 payment of
contractually required severance to the Company's former President and CEO who
left the Company in April 1998. Increases in second quarter 1999 SG&A were in
the Company's U.S. operations and were related to the implementation of the
enterprise resource planning system and an expansion of the Company's marketing
program.

     Interest expense was $145,000 less than last year primarily due to a
decrease in outstanding debt resulting from scheduled repayments.

     Other income was $100,000 less than last year primarily due to swings in
foreign exchange gains and losses. Second quarter 1999 foreign exchange losses
were $71,000 compared to a gain of $47,000 in 1998.

     The quarterly expense for income taxes was $2,163,000 compared with
$444,000 in the same period last year. The tax benefit for both periods was
recorded at the statutory rates adjusted for certain nondeductible expenses.

Year-to-Date:

     For the six months ended June 30, 1999, sales and operating revenue was
$74,517,000 compared with $80,955,000 for the same period last year. This 8%
decrease in sales and operating revenue from last year was primarily the result
of 8% fewer units shipped. U.S. sales and operating revenue was $37,960,000, 5%
lower than for the same period last year. U.S. volume was 4% higher and the
overall weighted value per unit was 9% lower due to a change in the mix of
products sold with installation services. Foreign sales and operating revenue
was $36,557,000 this period, 11% less than last year. Foreign volume was off
18%, primarily due to lower activity in the South American mining industry
following declines in mineral prices. However, the overall weighted value per
unit was up 8% as the Company performed more installation activities per unit
thereby offsetting the lower volume. A decrease in the US dollar value of the
Company's German Deutsche Mark and British Pound functional currency sales
resulted in approximately $1,000,000 of the lower foreign sales.

     Gross profit for the period was $15,053,000, 9% better than the prior year.
While units shipped were down 8%, gross profit margin, as a percentage of sales
and operating revenue, increased to 20% from 17% last year. This increase was
primarily due to year-on-year changes in resin costs and increased sales of
value-added products and services.



                                        9
<PAGE>
     Selling, general and administrative (SG&A) expenses were $12,507,000
compared with $12,451,000 in 1998. Last years SG&A expense included
approximately $1,000,000 of contractually required severance to the Company's
former President and CEO who left the Company in April 1998. Increases in SG&A
came from the Company's U.S. operations and were related to the implementation
of the enterprise resource planning system and an expansion of the Company's
marketing program.

     Interest expense was $237,000 less than last year primarily due to a
decrease in outstanding debt resulting from scheduled repayments.

     Other income was $48,000 less than last year primarily due to swings in
foreign exchange gains and losses. Foreign exchange losses in the current period
were $43,000 compared to gains of $18,000 in the prior year.

     The year-to-date expense for income taxes was $421,000 compared with a
benefit of $212,000 in the same period last year. The tax benefit for both
periods was recorded at the statutory rates adjusted for certain nondeductible
expenses.


LIQUIDITY AND CAPITAL RESOURCES

     At June 30, 1999, the Company had working capital of $54,129,000, including
cash and temporary investments of $8,652,000. The Company's cash, inventory and
receivable balances fluctuate from quarter-to-quarter due to the seasonality of
sales. The Company's capital structure consisted of $32,137,000 in debt and
$89,711,000 in stockholders' equity as of June 30, 1999.

     The Company has a $35,000,000 multi-currency revolving credit facility (the
"Revolver") with Bank of America, formerly NationsBank of Texas, as agent, that
was amended to extend the credit commitment date to September 30, 1999. The
Company is in discussions with its banks to modify and extend the commitment and
has no reason to believe the facility will not be renewed. Under the terms of
the revolving credit agreement, the Company is required to maintain certain
financial ratios and a specific level of consolidated tangible net worth. At
June 30, 1999, there was no balance outstanding on the Revolver, but $975,000 in
letters of credit issued under this facility reduced the balance available to
$34,025,000. The letters of credit issued under this facility secure
self-insurance programs.

     The Company believes that its cash balance, cash generated by operations
and the balance expected to be available under the Revolver will be adequate to
meet its cash requirements over the next year.

     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.


                                       10
<PAGE>
     The Company's foreign subsidiaries routinely accept contracts in currencies
different than their functional currency. The Company recognizes that such
practices are subject to the risk of foreign currency fluctuations not present
in U.S. operations. Foreign exchange gains and losses to date have not been
material to the Company's operations as a whole. The creation of the European
Monetary Union and the adoption of the Euro currency is not expected to have a
significant effect on the Company's operations.

     The Company recently installed the JDEdwards suite of systems to replace
all U.S. legacy operating systems as part of a program to improve its customer
service and general administrative efficiency. The initial implementation of
this enterprise resource planning system was made in the first quarter of 1999.
The Company's German operation has installed a new financial operating system as
well. The Company's world-wide cost of these new systems, which are year 2000
compliant, is estimated to be approximately $5.0 million with $4.1 million spent
through June 30, 1999. The systems in use at the Company's other foreign
operations are year 2000 compliant.

     The Company has conducted a review of its other administrative,
manufacturing and installation systems and has received assurances from its
vendors that their systems are year 2000 compliant. The Company is in the
process of evaluating the year 2000 status of its major customers and suppliers
and believes that all significant customers and suppliers should be compliant by
the end of 1999. The Company believes that any non-compliant situations can be
handled by the company without any major disruption of service or revenues.

     Since the Company has nearly completed the replacement of year 2000
non-compliant systems, no specific contingency plans have been made regarding
its operations and systems. The Company uses at least two suppliers for its
primary raw materials in each operational area. Accordingly, the Company
believes any major interruption in raw materials supply due to year 2000 issues
would be unlikely.

     Pricing for the Company's products and services is primarily driven by
worldwide manufacturing capacity in the industry, and raw material costs. The
Company's primary raw material, polyethylene, is occasionally in short supply
and subject to substantial price fluctuation in response to market demand. Any
increase in the industry's worldwide manufacturing capacity, interruption in raw
material supply, or abrupt raw material price increases could have an adverse
effect upon the Company's operations and financial performance. Inflation has
not had a significant impact on the Company's operations.



                                       11
<PAGE>
     The Company has experienced raw material price increases in the first half
of 1999 and has been notified of more price increases later in the year. As the
Company has a number of fixed price contracts, these raw material price
increases may lower the Company's gross profit margin in later quarters. The
Company is attempting to increase its prices on all new orders to offset the
effect of these raw material price increases.


                                    * * *

Forward-looking information:

     This Form 10-Q contains certain forward-looking statements as such is
defined in the Private Securities Litigation Reform Act of 1995, and information
relating to the Company and its subsidiaries that are based on beliefs of the
Company's management, as well as assumptions made by and information currently
available to the Company's management. When used in this report, the words,
"anticipate", "believe", "estimate", "expect", "intend" and words of similar
import, as they relate to the Company or its subsidiaries or Company management,
are intended to identify forward-looking statements. Such statements reflect the
current risks, uncertainties and assumptions related to certain factors
including, without limitations, competitive market factors, world-wide
manufacturing capacity in the industry, general economic conditions around the
world, raw material pricing and supply, governmental regulation and supervision,
seasonality, distribution networks, and other factors described herein. Based
upon changing conditions, should any one or more of these risks or uncertainties
materialize, or should any underlying assumptions prove incorrect, actual
results may vary materially from those described herein as anticipated,
believed, estimated, expected or intended.


PART II - OTHER INFORMATION

None


                                       12
<PAGE>
SIGNATURE


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

                                  GUNDLE/SLT ENVIRONMENTAL, INC.




DATE   JULY 31 , 1999                     BY /s/ ROGER J. KLATT
                                                 ROGER J. KLATT,
                                                 EXECUTIVE VICE PRESIDENT &
                                                 CHIEF FINANCIAL OFFICER



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER>          1,000

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               JUN-30-1999
<CASH>                                           8,652
<SECURITIES>                                         0
<RECEIVABLES>                                   55,586
<ALLOWANCES>                                     3,432
<INVENTORY>                                     19,072
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                                0
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