<PAGE>
<PAGE>
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 March 31, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
COMMISSION FILE NUMBER 0-19737
NOEL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2649262
- - ------------------------------ ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
incorporation or organization)
667 Madison Avenue, New York, New York 10021-8029
- - --------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(212) 371-1400
--------------------------------------------------
(Registrant's telephone number, including area code)
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
---- ----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at May 13, 1996
- - ----------------------------- ---------------------------
Common Stock - $.10 Par Value 20,192,233
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NOEL GROUP, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C> <C>
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Balance Sheets
March 31, 1996 and December 31, 1995 3
Consolidated Statements of Operations
Three Months Ended March 31, 1996 and 1995 4
Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 1996 and 1995 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 3. Defaults upon Senior Securities 13
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
2
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<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1. - Financial Statements
NOEL GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Dollars in thousands, except par values)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
---- ----
(Unaudited)
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents $ 6,771 $ 10,446
Short-term investments 13,800 18,378
Accounts receivable, less allowances of $2,566 and $2,867 24,899 21,111
Inventories 31,206 30,460
Other current assets 2,075 4,294
--------- ---------
78,751 84,689
Equity investments 35,806 34,520
Other investments 24,091 20,174
Property, plant and equipment, net 39,720 40,563
Intangible assets, net 44,126 44,562
Net assets of discontinued operations 268 779
Other assets 14,825 14,470
--------- ---------
Total assets $ 237,587 $ 239,757
========= =========
Liabilities and Stockholders' Equity
Current Liabilities:
Short-term debt $ 1,004 $ -
Current portion of long-term debt 5,500 5,233
Trade accounts payable 12,931 12,339
Accrued compensation and benefits 5,590 5,769
Other current liabilities 15,423 19,201
--------- ---------
40,448 42,542
Long-term debt 69,793 69,197
Other long-term liabilities 28,435 28,913
Minority interest 6,346 6,185
--------- ---------
Total liabilities 145,022 146,837
--------- ---------
Stockholders' Equity:
Preferred stock, $.10 par value, 2,000,000 shares
authorized, none outstanding - -
Common stock, $.10 par value, 48,000,000 shares
authorized, 20,203,233 issued 2,020 2,020
Capital in excess of par value 204,383 204,466
Accumulated deficit (112,721) (112,466)
Cumulative translation adjustment (630) (613)
Treasury stock at cost, 11,000 shares (487) (487)
--------- ---------
Total stockholders' equity 92,565 92,920
--------- ---------
Total liabilities and stockholders' equity $ 237,587 $ 239,757
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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<PAGE>
NOEL GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Three Months Ended March 31,
(Unaudited)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Sales $43,119 $45,079
Cost of sales 24,595 25,174
Selling, general, administrative and other expenses 16,716 19,001
Depreciation and amortization 984 1,182
--------- --------
42,295 45,357
--------- --------
Operating income (loss) 824 (278)
--------- --------
Other Income (Expense):
Other income 259 312
Income from equity investments 1,369 1,217
Interest expense (1,935) (2,104)
Minority interest (173) (410)
--------- --------
(480) (985)
--------- --------
Income (Loss) from continuing operations before income taxes 344 (1,263)
Provision for income taxes (641) (874)
--------- --------
Loss from continuing operations (297) (2,137)
Income (Loss) from discontinued operations 42 (452)
--------- --------
Net loss ($ 255) ($ 2,589)
========== ==========
Loss per common and common equivalent share from:
Continuing operations ($0.01) ($0.11)
Discontinued operations 0.00 (0.02)
---------- ----------
Net loss per common and common equivalent share ($0.01) ($0.13)
========== ==========
Weighted average common and common equivalent shares 20,192,233 20,192,233
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
<PAGE>
NOEL GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31,
(Unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Net cash used for operating activities ($4,508) ($3,291)
Cash Flows from Investing Activities:
Payments for companies purchased, net of cash acquired (30) (30)
Cash of deconsolidated subsidiary -- (4,303)
(Purchases) Sales of short-term investments, net 4,582 1,465
Purchases of investments (3,922) (94)
Purchases of property, plant and equipment (667) (585)
Other, net (676) (466)
------- ------
Net cash used for investing activities (713) (4,013)
------- ------
Cash Flows from Financing Activities:
Borrowings from revolving credit line and long-term debt 32,107 33,636
Repayments under revolving credit line and long-term debt (30,329) (33,273)
Change in other long-term liabilities (229) (738)
------- ------
Net cash provided from (used for) financing activities 1,549 (375)
------- ------
Effect of exchange rates on cash (3) 4
------- ------
Net decrease in cash and cash equivalents ($3,675) ($7,675)
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
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<PAGE>
NOEL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 1996 AND FOR THE THREE MONTHS
ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
GENERAL
The consolidated financial statements for Noel Group, Inc. ("Noel") and
its subsidiaries (the "Company") included in this Form 10-Q have been prepared
by Noel without audit. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. It is recommended that
these consolidated financial statements be read in conjunction with the
consolidated financial statements and the notes thereto included in Noel's 1995
annual report. In the opinion of management, the information furnished reflects
all adjustments which are necessary to present fairly such information. These
adjustments, except as otherwise disclosed, consist only of normal recurring
adjustments.
CONSOLIDATION
The consolidated financial statements include the accounts of Noel and
its subsidiaries, Belding Heminway Company, Inc. ("Belding"), Curtis Industries,
Inc. ("Curtis"), and Lincoln Snacks Company ("Lincoln") after the elimination of
significant intercompany transactions. The March 31, 1995, financial statements
have been restated to reflect Simmons Outdoor Corporation, Belding's home
furnishings division, Curtis' retail division, and TDX Corporation as
discontinued operations due to their sale in 1995 or anticipated sale in 1996.
HealthPlan Services Corporation ("HPS") was acquired by Noel on
September 30, 1994. Following HPS's initial public offering on May 19, 1995 and
Noel's simultaneous exchange of its entire holding of HPS preferred stock and
accrued dividends into HPS common stock, Noel's voting interest dropped below
50%. Therefore, Noel has also restated the March 31, 1995, financial statements
to account for HPS as if HPS had been an equity investment from January 1,
through March 31, 1995.
Summarized income statement information for HPS for the three months
ended March 31, 1996 and 1995 is as follows (dollars in thousands):
<TABLE>
<CAPTION>
1996 1995
------------- -----------
<S> <C> <C>
Revenue $ 31,008 $ 23,576
============= ===========
Gross profit n/a n/a
============= ===========
Income from continuing operations $ 3,334 $ 1,855
============= ===========
Net income $ 3,334 $ 1,855
============= ===========
Net income available to common
shareholders $ 3,334 $ 1,570
============= ===========
Noel's share of net income available to
common shareholders $ 1,393 $ 912
============= ===========
</TABLE>
6
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SEASONALITY
The results of operations for the first quarter may not be indicative of
the operating results for the full year. Lincoln's business is seasonal, with
the third and fourth quarters historically showing higher sales.
INVENTORIES
Inventories consist of the following (dollars in thousands):
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
----------------- -----------
<S> <C> <C>
Raw material and supplies $ 7,072 $ 6,088
Work in process 6,769 6,033
Finished goods 17,365 18,339
--------- --------
$ 31,206 $ 30,460
========= ========
</TABLE>
LOSS PER COMMON AND COMMON EQUIVALENT SHARE
Loss per share is computed based on the weighted average number of
shares of Noel Common Stock and dilutive equivalents outstanding during the
respective periods. Fully diluted earnings per common and common equivalent
share have not been presented since the computation would be antidilutive.
2. COMMITMENTS AND CONTINGENCIES:
The Company is involved in various legal proceedings generally
incidental to its businesses. While the result of any litigation contains an
element of uncertainty, management believes that the outcome of any known,
pending or threatened legal proceeding or claim, or all of them combined, will
not have a material adverse effect on the Company's consolidated financial
position.
On March 5, 1996, a consortium led by Noel and Chase Capital Partners,
formerly Chemical Venture Partners, purchased by auction the concession for the
Brazilian federal railroad's western network for approximately $63.6 million.
The purchase of the network consisted of a 30-year concession and a lease of the
federal railroad's equipment. To date, Noel has invested $3.8 million of its $8
million commitment to the concession, which investment is included in other
investments on the March 31, 1996, balance sheet.
7
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<PAGE>
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Noel Group, Inc.
Except for working capital requirements, the future cash needs of Noel
Group, Inc., the parent company, ("Noel") will be dependent on management's
acquisition decisions. On March 31, 1996, Noel had unrestricted cash and liquid
investments of $19.0 million.
It is management's intention that substantially all of Noel's liquidity
be used to acquire controlling and other significant equity positions in
established privately and publicly-held operating companies and that its
liquidity will also be available both to fund Noel's working capital
requirements and to support Noel's operating companies. Noel is committed to
invest, in the second quarter of 1996, an additional $4.2 million in the
consortium that purchased the Brazilian federal railroad's western network. The
timing of future investments, if any, will depend on general market conditions
and the availability of opportunities meeting Noel's business objectives. Noel's
Board of Directors and management periodically review Noel's strategic
alternatives with a view to maximizing shareholder values. Among the options
under serious consideration is the monetization of selected holdings to better
position Noel to transfer the value of such holdings to its shareholders.
Noel believes that its cash and cash equivalents and short-term
investments are sufficient to fund its working capital requirements for the
foreseeable future. Except as discussed below under Belding Heminway Company,
Inc. ("Belding"), Noel also expects that its operating companies will be able to
meet their own working capital requirements, including debt service. If an
operating company requires additional funding for the purpose of making
acquisitions at the operating company level or to otherwise support growth, or
suffers operating or cash flow deficits, a portion of Noel's liquidity may be
utilized to fund such requirements.
Sources of potential liquidity include the sale or refinancing of
current holdings, dividends and preferred stock redemptions from current
holdings and the issuance of debt or equity securities. Noel does not currently
receive, nor expect to receive in the immediate future, cash dividends from any
of its subsidiaries. Noel's subsidiaries are currently prohibited from paying
dividends by existing borrowing agreements.
Belding Heminway Company, Inc.
Belding's Senior Bank Facilities consist of (i) a $25 million amortizing
senior term loan facility (the "Term Facility") and (ii) a $29 million senior
revolving credit facility (the "Revolving Facility").
At December 31, 1995, Belding was in default on certain of its loan
covenants under the Senior Bank Facilities. On March 15, 1996, Belding's credit
agreement was amended so that (i) the defaults at December 31, 1995, were
waived; (ii) the maturity of the Senior Bank Facilities was changed to July 1,
1997, from December 31, 1999; (iii) the interest rate on the loans was changed
8
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to NationsBank prime rate plus 1 3/4% (from at Belding's option: (a) 1 3/4% plus
the higher of (1) NationsBank prime rate and (2) the federal funds rate plus 1/2
of 1%, or (b) a rate based on certain rates offered for U.S. dollar deposits in
the London interbank market plus 2 3/4%); (iv) in the event that any Revolving
Facility advances exist against Belding's home furnishings division receivables
and inventories on July 31 and August 31, 1996, Belding will be required to pay
fees of $100,000 and $200,000, respectively; (v) if Belding has not refinanced
or repaid the Term Facility in full by December 31, 1996, Belding will be
obligated to demonstrate progress towards disposition of assets in addition to
the home furnishings division and complete a sale of those assets by December
31, 1996, at sufficient levels to repay the Term Facility by the due date in
order to avoid the payment of the fees as follows: $300,000 on September 30,
1996, $700,000 on November 15, 1996 and $1,500,000 on December 31, 1996; (vi)
the requirement for Belding to maintain an interest rate cap agreement was
deleted; (vii) the financial covenant tests were revised; and (viii) the terms
of the Revolving Facility were revised to reduce advances available against work
in process inventory, effective September 30 and December 31, 1996. Belding has
engaged a financial advisor in order to assist it in evaluation of strategic
alternatives in light of the issues posed by its current borrowing arrangement.
On December 15, 1995, Belding announced its intention to sell its home
furnishings division and is presently involved in active discussions and
negotiations with a prospective purchaser. On the basis of these discussions and
negotiations, Belding has stated that it believes, although there can be no
assurance, that it may be able to complete the sale of its home furnishings
division on or prior to July 31, 1996, (and use the net proceeds to fully repay
existing credit facility advances against Belding's home furnishings division
receivables and inventory) and thus avoid the fees which would otherwise be
payable under the credit facility if advances against the home furnishings
division remain outstanding on that date.
There can be no assurance that Belding will be successful through the
sale of its home furnishings division and other assets or through refinancing or
otherwise to avoid future default under its Senior Bank Facilities and to repay
the facilities at the due dates. Any such default or non-compliance would
entitle the lender to require immediate payment of the outstanding indebtedness,
to refuse further advances and to exercise various rights against Belding,
including, without limitations, the right to foreclose its security interest in
Belding's assets and realize upon its collateral. If such default or
non-compliance occurred and the lender demanded payment or refused to make
further loans and Belding was unable to obtain alternative financing, the lack
of appropriate liquidity would have a material adverse effect on Belding's
results of operations and its ability to continue as a going concern.
Pursuant to the terms of Belding's series B preferred stock, 20% of such
shares were scheduled to be redeemed by Belding on March 15 of each year
commencing in 1995 and ending in 1999. Dividends on the preferred stock accrue
at an annual rate of 6% and are payable quarterly on March 15, June 15,
September 15 and December 15. Both the preferred stock redemptions and the
quarterly dividend payments are subject to the approval of the banks
participating in Belding's credit facility. Belding was notified on March 15,
1995, that the bank declined approval of the dividend and redemption payments
and no such payments have been made. As a result, additional dividends are
accruing on the scheduled but unpaid dividends at a rate of 6% per annum.
9
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RESULTS OF OPERATIONS
General
The results of operations for the first quarter may not be indicative of
the operating results for the full year. The business of Lincoln Snacks Company
("Lincoln") is seasonal, with the third and fourth quarters expected to show
higher sales.
The results of operations for the three months ended March 31, 1995,
have been restated to reflect Simmons Outdoor Corporation, Belding's home
furnishings division, Curtis Industries, Inc.'s ("Curtis") retail division, and
TDX Corporation as discontinued operations due to their sale in 1995 or their
expected sale in 1996 and to account for HealthPlan Services Corporation ("HPS")
under the equity method of accounting from January 1, through March 31, 1995.
Noel's voting interest in HPS dropped below 50% following HPS' initial public
offering on May 19, 1995 and Noel's simultaneous exchange of its holding of HPS
preferred stock and accrued dividends into HPS common stock.
THREE MONTHS ENDED MARCH 31, 1996 VERSUS MARCH 31, 1995
Sales decreased by $2.0 million to $43.1 million due to decreases in
sales at Belding, Curtis and Lincoln of $1.3 million, $.4 million and $.2
million, respectively. Cost of sales decreased by $.6 million to $24.6 million
from $25.2 million in 1995. Selling, general, administrative and other expenses
decreased to $16.7 million in 1996 from $19.0 million in 1995. The decrease of
$2.3 million relates to decreased expenses at Belding, Curtis and Lincoln of $.6
million, $.6 million and $1.1 million, respectively.
COMPARISON OF SEGMENTS:
GENERAL
Noel and its subsidiaries are collectively referred to as the Company.
The discussion which follows analyzes the results for each of the Company's
segments.
THREE MONTHS ENDED MARCH 31, 1996 VERSUS MARCH 31, 1995
INDUSTRIAL THREADS AND BUTTONS (BELDING)
Sales during the first quarter of 1996 totaled $22.0 million as compared
to $23.3 million during the first quarter of 1995. Sales in its consumer product
segment increased 22.6% to $11.7 million as compared with $9.5 million during
the same period in 1995. This increase was largely attributable to sales
contributed by Culver Textile Company ("Culver") which was acquired in the third
quarter of 1995. Sales in its industrial products segment totaled $10.3 million
as compared with $13.8 million during the first quarter of 1995. A weakness that
began last year in Belding's customers' primary markets continued to have a
direct impact on industrial thread sales during the first quarter.
10
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<PAGE>
The gross margin during the first quarter of 1996 totaled $6.1 million
or 27.7% as compared $7.0 million or 30.1% during the first quarter of 1995.
Gross margin in its consumer product segment totaled $3.7 million or 31.5% as
compared to $3.4 million or 35.9% in the first quarter of 1995. The increase in
gross margin dollars in its consumer product segment during the first quarter of
1996 was primarily attributable to the gross margin contribution of Culver which
was acquired during the third quarter of 1995. Gross margin in its industrial
product segment totaled $2.4 million or 23.4% during the first quarter of 1996
as compared with $3.6 million or 26.0% during the first quarter of 1995.
Selling, general, and administrative expenses declined 15.4% during the
first quarter of 1996 to $3.6 million as compared to $4.3 million during the
same period in 1995. Selling, general, and administrative expenses in its
consumer segment totaled $1.2 million during the first quarter of 1996 as
compared with $1.0 million during the first quarter of 1995. Selling, general
and administrative expenses in its industrial product segment totaled $1.4
million during the first quarter of 1996 as compared to $2.0 million during the
first quarter of 1995 for a reduction of $.6 million, primarily due to headcount
reductions made during the second half of 1995. Selling, general and
administrative expense at the corporate level declined during the first quarter
of 1996 to $1.0 million as compared with $1.3 million during the first quarter
of 1995.
FASTENERS AND SECURITY PRODUCTS DISTRIBUTION (CURTIS)
Sales for the first quarter of 1996 decreased $.4 million or 2.4% to
$16.9 million from $17.3 million in the first quarter on 1995. Adverse weather
conditions in most parts of the country and the sale of Curtis' Puerto Rican
business in 1995 were the primary causes of the sales decline. Sales of a new
code cutting machine utilizing state of the art technology have exceeded
expectations and should help improve future sales.
The gross margin percentage improved 1.9% to 67.7% in 1996 from 65.8% in
1995. The improvement in gross margin can be attributed to the cost savings
associated with the purchase of manufactured keys and key duplicating machines
from an outside source following the shutdown of manufacturing operations in
June 1995.
For the first quarter of 1996, selling, general and administrative
expenses, exclusive of one time charges related to the manufacturing shutdown,
increased less than 1% from the comparable 1995 quarter. Curtis has finalized a
plan to reconfigure and consolidate five distribution facilities into three. The
consolidation, scheduled for completion by the end of the second quarter, should
reduce distribution costs and inventory levels while improving customer delivery
performance.
SNACK FOODS (LINCOLN)
On June 6, 1995, Lincoln entered into an exclusive distribution
agreement with Planters Company, a division of Nabisco, Inc., ("Planters"),
commencing on July 17, 1995, for the sales and distribution of Fiddle Faddle and
Screaming Yellow Zonkers ("the Products" ). Under the agreement, which requires
Planters to purchase a minimum number of cases during each year ending on June
30, Lincoln sells the Products to Planters at prices which are less than
historical selling prices. Planters in turn is responsible for the sales and
distribution of the Products to its customers and therefore Lincoln
11
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<PAGE>
does not have any selling, marketing and distribution costs on the Products. The
financial impact of the agreement versus historical results is a reduction in
revenue and gross profit which is offset by reduced selling, marketing and
distribution costs.
Sales decreased approximately 5% or $.2 million to $4.3 million for the
quarter versus $4.5 million in the corresponding period of 1995. Combined case
sales related to the Planters agreement were approximately 101% higher than the
corresponding period in 1995, while revenue for the Products increased $.4
million or approximately 15% due to lower selling prices resulting from the
Planters agreement. In addition, non-Planters sales decreased approximately 27%
or $.6 million primarily due to decreased liquidation sales over the prior
period and reduced nut division sales.
Gross profit decreased $.5 million to $1.0 million for the three months
of 1996 versus $1.5 million in the corresponding period of 1995 as a result of
lower selling prices under the Planters agreement.
Selling, general, and administrative expenses decreased $1.2 million to
$1.0 million in the quarter versus $2.2 million in the same period in 1995.
These expenses decreased during this period primarily due to cost reductions
resulting from the Planters agreement.
12
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PART II - OTHER INFORMATION
Item 1. - Legal Proceedings
There are no pending material legal proceedings to which Noel or its
subsidiaries is a party or to which any of their property is subject, other than
ordinary routine litigation incidental to their respective businesses, other
than as disclosed in Noel's Form 10-K for the year ended December 31, 1995.
Item 3. - Defaults upon Senior Securities
a) None
b) Redeemable series B preferred stock of Belding Heminway Company, Inc.
Scheduled dividend payments totaling $1,316,018 in 1995 and an
additional $330,907 on March 15, 1996, were subject to the approval of
Belding's bank lenders. Such approval was not granted by the banks and
the dividend payments were not made. As a result, additional dividends
are accruing on the scheduled but unpaid dividends at a rate of 6% per
annum.
Item 6. - Exhibits and Reports on Form 8-K
a) Exhibits
Item No. Item Title Exhibit No.
(2) Not Applicable.
(3) Articles of Incorporation and By-Laws.
(A) Certificate of Incorporation, as amended. (a)
(B) Composite copy of the Certificate of
Incorporation, as amended. (b)
(C) By-Laws, as amended and restated. (c)
(4) Instruments defining the rights of security holders,
including indentures.
(A) Excerpts from Certificate of Incorporation, as
amended. (a)
(B) Excerpts from By-Laws, as amended and restated. (c)
13
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(10) Consulting Agreement, dated March 22, 1996, between
Belding Heminway Company, Inc. and Karen Brenner. (d)
(11) Statement re computation of per share earnings is not
required because the relevant computations can be
clearly determined from the material contained in the
financial statements included herein.
(15) Not Applicable.
(18) Not Applicable.
(19) Not Applicable.
(22) Not Applicable.
(23) Not Applicable.
(24) Not Applicable.
(27) Not Applicable.
(99) Not Applicable.
- - -------------------------
(a) These exhibits were filed as exhibits to the Company's
Registration Statement on Form S-1, Registration No. 33-44178,
effective January 29, 1992, and are incorporated herein by
reference.
(b) This exhibit was filed as an exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1992,
and is incorporated herein by reference.
(c) These exhibits were filed as exhibits to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994,
and are incorporated herein by reference.
(d) This exhibit was filed as an exhibit to the Quarterly Report on
Form 10-Q of Belding Heminway Company, Inc. for the period ended
March 31, 1996, and is incorporated herein by reference.
b) Reports on Form 8-K
None.
14
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<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.
NOEL GROUP, INC.
Date: May 14, 1996
By: \s\ Todd K. West
-------------------------------
Todd K. West
Vice President - Finance
and Secretary (As both a duly
authorized officer of Registrant and as
chief financial officer of Registrant).
15
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<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<PERIOD-TYPE> 3-MOS
<CASH> 6,771
<SECURITIES> 13,800
<RECEIVABLES> 27,465
<ALLOWANCES> 2,566
<INVENTORY> 31,206
<CURRENT-ASSETS> 78,751
<PP&E> 39,720
<DEPRECIATION> 0
<TOTAL-ASSETS> 237,587
<CURRENT-LIABILITIES> 40,448
<BONDS> 69,793
<COMMON> 2,020
0
0
<OTHER-SE> 90,545
<TOTAL-LIABILITY-AND-EQUITY> 237,587
<SALES> 43,119
<TOTAL-REVENUES> 43,119
<CGS> 24,595
<TOTAL-COSTS> 24,595
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,935
<INCOME-PRETAX> 344
<INCOME-TAX> 641
<INCOME-CONTINUING> (297)
<DISCONTINUED> 42
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (255)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> 0
</TABLE>
