SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
|X| Quarterly Report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1998 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 0-20231
-------
FIBERMARK, INC.
---------------
(Exact name of registrant as specified in its charter)
Delaware 82-0429330
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
161 Wellington Road, P.O. Box 498. Brattleboro, Vermont, 05302
--------------------------------------------------------------
(Address of principal executive offices)
(802) 257-0365
--------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if
changed since last report)
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 |_|
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the last practicable date.
Class Outstanding
Common Stock June 30, 1998
$.001 par value 7,770,286
<PAGE>
FIBERMARK
INDEX
PART I. FINANCIAL INFORMATION
Page
----
ITEM 1. Financial Statements:
Consolidated Balance Sheets 3
June 30, 1998 and December 31, 1997
Consolidated Statements of Income 4
Three Months Ended and Six Months Ended
June 30, 1998 and 1997
Consolidated Statements of Cash Flows 5
Six Months Ended June 30, 1998 and 1997
Notes To Financial Statements 6-8
ITEM 2. Management's Discussion and Analysis of Financial 9-12
Condition and Results of Operations
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 12
PART II. OTHER INFORMATION
ITEM 5. Other Information 13
ITEM 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
EXHIBIT 11 Statement Regarding Computations of Net Earnings 15
Per Share
<PAGE>
FIBERMARK
CONSOLIDATED BALANCE SHEETS
(In Thousands)
Unaudited
June 30 December 31
1998 1997
--------- ----------
ASSETS
CURRENT ASSETS:
Cash $ 22,548 $ 37,275
Accounts Receivable 35,941 23,278
Inventories 45,270 37,486
Other 1,128 210
Deferred Income Taxes 3,769 3,769
--------- ---------
TOTAL CURRENT ASSETS 108,656 102,018
PROPERTY, PLANT AND EQUIPMENT, NET 126,632 90,243
GOODWILL, NET 50,884 45,179
OTHER INTANGIBLE ASSETS, NET 8,529 8,146
PREPAID EXPENSE 1,227 1,073
OTHER LONG TERM ASSETS 2,677 1,342
TOTAL ASSETS $ 298,605 $ 248,001
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 13,103 $ 18,822
Accrued Liabilities 22,038 21,213
--------- ---------
TOTAL CURRENT LIABILITIES 35,141 40,035
LONG TERM LIABILITIES:
Long Term Debt 134,302 100,000
--------- ---------
TOTAL LONG TERM DEBT 134,302 100,000
Deferred Gain 10,025 10,885
Deferred Income Tax 9,308 9,308
Other Long Term Liabilities 16,200 5,002
--------- ---------
TOTAL LONG TERM LIABILITIES 169,835 125,195
STOCKHOLDERS' EQUITY:
Common Stock 8 8
Additional Paid in Capital 76,314 73,709
Accumulated Earnings 17,627 9,525
Accumulated Other Comprehensive Loss (320) (471)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 93,629 82,771
TOTAL LIABILITY AND STOCKHOLDERS' EQUITY $ 298,605 $ 248,001
========= =========
(The accompanying notes are an integral part of the
consolidated financial statements.)
<PAGE>
FIBERMARK
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share amounts)
Unaudited
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE SIX MONTHS ENDED JUNE
----------------------- ---------------------
1998 1997 1998 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net Sales $ 78,591 $ 59,415 $ 158,542 $ 118,857
Cost of Sales 63,824 48,097 128,099 96,274
--------- --------- --------- ---------
Gross Profit 14,767 11,318 30,443 22,583
General and Administrative Expenses 5,665 4,028 11,184 8,444
--------- --------- --------- ---------
Income from Operations 9,102 7,290 19,259 14,139
Other (Income) Expenses, Net 53 (99) 115 (27)
Interest Expense 2,582 2,361 5,136 4,619
--------- --------- --------- ---------
Income Before Income Taxes 6,467 5,028 14,008 9,547
Provision for Income Taxes 2,716 1,974 5,906 3,760
--------- --------- --------- ---------
Net Income Applicable to Common Shares $ 3,751 $ 3,054 $ 8,102 $ 5,787
========= ========= ========= =========
Income Per Common Share
Basic Earnings Per Share $ 0.48 $ 0.50 $ 1.05 $ 0.95
========= ========= ========= =========
Diluted Earnings Per Share $ 0.46 $ 0.48 $ 1.00 $ 0.91
========= ========= ========= =========
Average Basic Shares Outstanding 7,751 6,067 7,727 6,065
Average Diluted Shares Outstanding 8,096 6,406 8,100 6,390
</TABLE>
(The accompanying notes are an integral part of the
consolidated financial statements.)
<PAGE>
FIBERMARK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
Unaudited
<TABLE>
<CAPTION>
SIX MONTHS ENDED
--------------------
06/30/98 06/30/97
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 8,102 $ 5,787
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation and Amortization 4,451 3,674
Amortization of Deferred Gain (860) (859)
CHANGES IN OPERATING ASSETS AND LIABILITIES:
Accounts Receivable (3,740) (1,790)
Inventories 564 (2,547)
Other (716) (873)
Accounts Payable (8,131) 1,143
Accrued Liabilities 1,239 (335)
Long Term Liabilities (2,369) --
-------- --------
Net Cash Provided By (Used In) Operating Activities (1,460) 4,200
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Additions to Property, Plant and Equipment (6,364) (5,976)
Payment for Business Acquired (net of cash acquired) (43,275) (4,417)
Debt Issue Costs (514) --
Acquisition Costs (88) --
Other Deferred Charge (32) --
-------- --------
Net Cash (Used In) Investing Activities (50,273) (10,393)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Issuance of Bank Debt 29,552 --
Proceeds from Issuance of Gessner Note 4,378 --
Proceeds from Issuance of Common Stock 2,628 --
Proceeds from Exercise of Stock Options 399 56
Deferred Expenses -- (597)
-------- --------
Net Cash Provided By (Used In) Financing Activities 36,957 (541)
EFFECT OF EXCHANGE RATE CHANGES ON CASH 49 --
NET DECREASE IN CASH (14,727) (6,734)
CASH AT BEGINNING OF PERIOD 37,275 14,342
-------- --------
CASH AT END OF PERIOD $ 22,548 $ 7,608
======== ========
</TABLE>
(The accompanying notes are an integral part of the
consolidated financial statements.)
<PAGE>
FIBERMARK
NOTES TO FINANCIAL STATEMENTS
June 30, 1998
(Unaudited)
1. Basis of Presentation:
The balance sheet as of June 30, 1998 and the statements of income and
cash flows for the periods ended June 30, 1998 and 1997 are unaudited and,
in the opinion of management, all adjustments necessary for a fair
presentation of such financial statements have been recorded. Such
adjustments consist only of normal recurring items.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The year-end balance
sheet was derived from audited financial statements, but does not include
disclosures required by generally accepted accounting principles. It is
suggested that these interim financial statements be read in conjunction
with the audited financial statements for the year ended December 31, 1997
included in the company's Annual Report on Form 10-K.
2. Inventories:
Inventories at June 30, 1998 and December 31, 1997 consisted of the
following (000's):
(Unaudited)
06/30/98 12/31/97
Raw Material 15,199 13,707
Work in Progress 12,004 10,365
Finished Goods 14,770 10,990
Stores Inventory 2,206 1,415
Operating Supplies 1,091 1,009
Total Inventories 45,270 37,486
3. Acquisition:
Effective January 1, 1998 the company purchased all of the outstanding
shares of Steinbeis Gessner GmbH ("Gessner") for $43.3 million in cash.
Gessner manufactures crepe masking and specialty tape materials, wet and
dry abrasive papers, filter media for automotive air, oil and gasoline and
filter media for automotive cabins and vacuum cleaner bags. This
acquisition was financed with a portion of the proceeds of the sale of
1,500,000 shares of the company's common stock for $28.7 million along
with borrowings under a DM54.0 ($29.5) million bank facility provided by
Bayerische Vereinsbank AG and an unsecured note issued by Gessner and
guaranteed by the company to the seller in the amount of DM8.0 ($4.4)
million. The acquisition is accounted for as a purchase and results in
approximately $5.8 million in goodwill.
<PAGE>
Goodwill is being amortized on a straight-line basis over thirty years.
The 1998 consolidated results include Gessner's results of operations from
the date of the acquisition (January 1, 1998), through the end of the
period.
The following summarized unaudited pro forma results of operations for the
six month period ended June 30, 1997 assume the Gessner acquisition
occurred as of the beginning of the period (January 1, 1997):
Net Sales (000's) $160,600
Net Income (000's) 8,991
Basic Earnings Per Share ($) 1.17
Diluted Earnings Per Share ($) 1.12
4. Income Taxes:
In April 1994, the company concluded a $25,000,000 Sale/Leaseback
transaction with the CIT Group that resulted in a deferred book gain of
$17,200,000. This gain is being recognized over the 10-year life of the
lease. Existing NOLs were utilized to offset the taxability of that gain.
At the time of the transaction, there was some uncertainty as to whether
the tax benefits generated in this transaction would ultimately be
realized. The company therefore chose not to reflect future tax benefits
at that time. The company has continued to review the tax impact and
determination arising from this transaction, and has concluded that it is
appropriate to recognize all deferred tax assets arising from it.
5. Earnings Per Share:
Weighted average common stock and equivalents outstanding and the net
income per common share have been restated to give effect to a 3-for-2
stock split effective May 13, 1997, and to reflect common stock
equivalents that were excluded in previous presentations due to their
immateriality. Information related to the calculation of Earnings Per
Share follows:
<TABLE>
<CAPTION>
3 MONTHS ENDED 6 MONTHS ENDED
----------------------- ----------------------
6/30/98 6/30/97 6/30/98 6/30/97
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Numerator:
Income available to common shareholders
used in basic and diluted earnings per
share ($000) $ 3,751 $ 3,054 $ 8,102 $ 5,787
---------- ---------- ---------- ----------
Denominator:
Denominator for basic earnings per share:
Weighted average shares 7,750,913 6,066,708 7,727,042 6,064,635
Effect of dilutive securities:
Fixed stock options 345,059 339,628 372,534 325,073
---------- ---------- ---------- ----------
Denominator for diluted earnings per share:
Adjusted weighted average shares 8,095,972 6,406,336 8,099,576 6,389,708
Basic earnings per share $ 0.48 $ 0.50 $ 1.05 $ .95
Diluted earnings per share $ 0.46 $ 0.48 $ 1.00 $ .91
</TABLE>
<PAGE>
6. New Accounting Standards:
Effective January 1, 1998, the company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income". Statement
No. 130 establishes standards for reporting and displaying comprehensive
earnings and its components in financial statements; however, the adoption
of Statement No. 130 had no impact on the company's net earnings or
shareholders' equity. Statement No. 130 requires minimum pension liability
adjustments, unrealized gains or losses on the company's
available-for-sale securities and foreign currency translation
adjustments, which prior to adoption were reported separately in
shareholders' equity, to be included in other comprehensive earnings.
Prior year financial statements have been reclassified to conform to the
requirements of Statement No. 130. Accumulated other comprehensive
earnings consist of minimum pension liability adjustments of ($471,000) at
June 30, 1998 and December 31, 1997 and a foreign currency translation
adjustment of $151,000 at June 30, 1998.
The table below sets forth the "comprehensive income" as defined by SFAS
No. 130 for the periods indicated:
Three Months Ended
------------------
6/30/98 6/30/97
------- -------
Net income $ 3,751 $ 3,054
Other comprehensive income 329 0
------- -------
Total comprehensive income $ 4,080 $ 3,054
Six Months Ended
----------------
6/30/98 6/30/97
------- -------
Net income $ 8,102 $ 5,787
Other comprehensive income 151 0
------- -------
Total comprehensive income $ 8,253 $ 5,787
Effective January 1, 1998, the company adopted American Institute of
Certified Public Accountants' Statement of Position 98-1, "Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use"
(SOP 98-1) which establishes guidelines for the accounting for the costs
of all computer software developed or obtained for internal use. SOP 98-1
must be applied on a prospective basis as of the adoption date. The
adoption of SOP 98-1 did not have a material impact on the company's
results of operations in 1998 or financial position at June 30, 1998.
<PAGE>
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Three Months Ended June 30, 1998 Compared to Three Months Ended June 30, 1997:
Net sales for the second quarter of 1998 were $78.6 million as compared to $59.4
million for the second quarter of 1997. $21.2 Million of this increase was
attributable to the acquisition of Gessner. Second quarter 1998 sales, excluding
Gessner, totaled $57.4 million compared to $59.4 million in the comparable
quarter of 1997, a decrease of 3.4%. Sales in the filter products market
increased by 130% to $25.1 million compared to $10.9 million in the first
quarter of 1997, with $13.9 million of this increase related to the Gessner
acquisition. Technical specialties' sales increased 4.1% to $20.4 million
compared to $19.6 million for the comparable period of 1997. Sales in this
market were up $1.9 million due to the Gessner acquisition. Sales in the durable
specialties market increased 38% to $20.7 million compared to $15.0 million in
the second quarter of 1997, with $5.4 million due to the Gessner acquisition.
Sales in the office products market decreased by 10.1% to $12.4 million compared
to $13.8 million for the second quarter of 1997.
The overall increase in sales reflects steady business conditions in our filter
and durable specialties businesses established prior to the Gessner acquisition,
and the additional revenue gained from the Gessner acquisition. Softness in our
office products business and some segments within technical specialties
negatively impacted sales.
Gross margin for the second quarter 1998 was 18.8% as compared to 19.0% in the
comparable 1997 quarter. This decrease was primarily related to lower sales
volume in office products and short-term productivity issues at two of our
technical specialties' mills. In the Fitchburg facility, productivity lagged
during the two-month labor contract negotiation period, which concluded
successfully in June. In Hughesville, initial productivity on some of the grades
transferred from the Owenboro, KY facility, closed in January, 1998, was below
expectations. Strong business conditions at our Gessner business in Germany
offset, in part, these challenges.
General and administrative expenses increased $1.6 million in the second quarter
of 1998 to $5.7 million compared to $4.0 million in the comparable quarter in
1997, primarily due to the Gessner acquisition.
Net interest expense increased by $.2 million to $2.6 million in the second
quarter of 1998 compared to $2.4 million in the comparable quarter in 1997. The
increase reflects the net effect of additional interest expense on $35.0 million
of incremental debt to fund the Gessner acquisition and interest income on
approximately $22 million of cash reserves.
Income taxes increased by $.7 million to $2.7 million in the second quarter of
1998 from $2.0 million in the comparable 1997 quarter. This increase reflects
income taxes on increased income due to the Gessner acquisition, as well as the
higher German tax rate. The effective income tax rate for the quarter was 42.0%,
comprised of a U.S. rate of 38.5% and a German rate of 47.0%
Net income for the quarter was $3.8 million or $.46 per share as compared to
$3.0 million or $.48 per share for the comparable 1997 quarter.
<PAGE>
Six Months Ended June 30, 1998 Compared to Six Months Ended June 30, 1997:
Net sales for the first six months of 1998 increased $39.9 million to $158.5
million from $118.6 million for the comparable period in 1997. The Gessner
acquisition accounted for $42.6 million of this increase. Overall, first
six-month sales for the business excluding the Gessner acquisition declined 2.4%
to $116.0 million from $118.9 million, due primarily to soft business conditions
in the office products market, particularly in the second quarter. Sales in
filter products increased 135% to $51.8 million compared to $22.0 million for
the comparable 1997 period, with Gessner accounting for $28.1 million in sales.
Sales in technical specialties increased 5.6% in the first six months of 1998 to
$41.5 from $39.3 million for the comparable period in 1997, with Gessner
contributing $3.6 million in revenue. Office products sales declined 9.9% to
$25.4 compared to $28.2 in the previous year six month period. Sales in durable
specialties increased 35.7% to $39.9 from $29.4 in the comparable six-month
period.
Gross margin for the six-month period was 19.2% as compared to 19.0% in the
first six months of 1997. This increase is primarily related to strong business
conditions at Gessner, offset in part by slower conditions in the U.S. office
products market and short-term productivity issues in our technical specialties
division.
General and administrative expenses increased by $2.7 million in the first six
months of 1998 compared to the comparable six month period, primarily due to the
impact of the Gessner acquisition.
Interest expense increased $.5 million to $5.1 million in the first six months
of 1998 compared to $4.6 million in the comparable period, due to the increased
debt undertaken to finance the Gessner acquisition.
Income taxes increased by $2.1 million to $5.9 million from $3.8 million in the
comparable six month period in 1997, again due to the impact of the added sales
revenue from Gessner and the higher German tax rate.
Net income for the first half of 1998 increased to $8.1 million or $1.00 per
share compared to last year's level of $5.8 million or $.91 per share.
Liquidity and Capital Resources
As of June 30, 1998, the company's outstanding debt balance was $134.3 million.
This consisted of $100 million of pre-existing notes and $34.3 million
incremental debt related to the Gessner acquisition. On January 12, 1998, the
company closed on a DM54.0 (approximately $29.5) million term loan with
Bayerische Vereinsbank AG in Munich Germany, and an unsecured note issued by
Gessner and guaranteed by the company to the seller in the amount of DM8.0
(approximately $4.4) million to fund a portion of the purchase price for the
Gessner acquisition. The German bank loan amortizes over seven years and has a
fixed interest rate of 6.8%. The seller note carries an interest rate of 5% and
amortizes over three years. On this same date, the company also closed on an
$8.2 million revolving credit facility and on an $8.2 million capital spending
facility with Bayerische Vereinsbank AG. Dollar equivalents are based on a rate
of 1.8273 DM per dollar, which was the rate used by Bayerische Vereinsbank AG at
the time the loans were closed.
The pre-existing notes carry a ten-year term, are non-amortizing and carry a
fixed interest rate of 9.375%. Additionally, the company has a $20.0 million
revolving credit facility with no advances outstanding as of June 30, 1998.
<PAGE>
The company's historical requirements for capital have been primarily for
servicing debt, capital expenditures and working capital. Cash flows from
operating activities were $(1.5) million and $4.2 million for the six months
ended June 30, 1998 and June 30, 1997, respectively. During these periods,
additions to property, plant and equipment totaled $6.4 million and $6.0 million
respectively. The company believes that cash flow from operations, plus amounts
available under credit facilities will be sufficient to fund its capital
requirements, debt service and working capital requirements for the foreseeable
future.
Inflation
The company attempts to minimize the effect of inflation on earnings by
controlling operating expenses. During the past several years, the rate of
general inflation has been relatively low and has not had a significant impact
on the company's results of operations. The company purchases raw materials that
are subject to cyclical changes in costs that may not reflect the rate of
general inflation.
Seasonality
The company's business is mildly seasonal, with the third quarter of each year
typically having the lowest level of net sales and operating income. This
seasonality is the result of a lower level of purchasing activity in the third
quarter, since many of the company's U.S. customers shut down their
manufacturing operations during portions of July, and many European
manufacturers shut down during portions of August.
New Accounting Pronouncement
On April 3, 1998, the AICPA Accounting Standards Executive Committee issued
Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities".
This SOP provides guidance on the financial reporting of start-up costs and
organization costs. It requires costs of start-up activities and organization
costs to be expensed as incurred. This SOP is effective for financial statements
for fiscal years beginning after December 15, 1998. The company has yet to
analyze in detail the potential impact on its financial statements upon adoption
of this pronouncement.
Year 2000
The company has implemented or is in the process of implementing new integrated
information systems that are already Year 2000 compliant. The company expects
full system implementation well before the year 2000. The company has
communicated with its principal customers to ensure that Year 2000 issues will
not have an adverse impact on the company. The costs of achieving Year 2000
compliance are not expected to have a material impact on the company's business,
operations or its financial condition.
<PAGE>
Forward-looking Statements
Statements in this report that are not historical are forward-looking statements
subject to risk and uncertainties that could cause actual results to differ
materially. Such risk and uncertainties include fluctuations in economies
worldwide, fluctuations in our customers' demand and inventory levels (including
the loss of certain major customers), the price and availability of raw
materials and of competitive materials, which may preclude passing increases on
or maintaining prices with customers; changes in environmental and other
governmental regulations, changes in terms from lenders, ability to retain key
management and to reach agreement on labor issues, failure to identify or carry
out suitable strategic acquisitions, or other risk factors identified in the
company's 1997 10-K or in this report.
ITEM 3
QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
Not Applicable.
<PAGE>
PART II. OTHER INFORMATION
Item 5. Other Information
Not applicable.
Page
----
Item 6. Exhibits and Reports on Form 8-K:
Exhibit 11 Statement Regarding Computation of Net Earnings Per Share 15
Reports on Form 8-K:
On January 12, 1998, the Registrant filed a Form 8-K containing certain
financial statements required to be filed with respect to the Gessner
acquisition.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FiberMark
Date: Aug 15, 1998
/s/ Bruce Moore
-----------------------------------------
Bruce Moore, Vice President and
Chief Financial Officer
(Principal Financial and Accounting
Officer and Duly Authorized Officer)
EXHIBIT 11
FIBERMARK, INC.
STATEMENT REGARDING COMPUTATION
OF NET EARNINGS PER SHARE
Unaudited
Statement regarding computation of per share earnings attached to and made part
of Part II of Form 10-Q for the six-month period ended June 30, 1998 and 1997.
------------- -------------
June 30, 1998 June 30, 1997
------------- -------------
BASIC SHARES
Weighted average number of
shares issued and outstanding 7,727,042 6,064,635
DILUTIVE SHARES
Average Fixed Stock Options 372,534 325,073
------------- -------------
Adjusted weighted average shares 8,099,576 6,389,708
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE 6 MONTHS ENDED JUNE 30,1998, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 22,548
<SECURITIES> 0
<RECEIVABLES> 35,941
<ALLOWANCES> 0
<INVENTORY> 45,270
<CURRENT-ASSETS> 108,656
<PP&E> 126,632
<DEPRECIATION> 0
<TOTAL-ASSETS> 298,605
<CURRENT-LIABILITIES> 35,141
<BONDS> 134,302
0
0
<COMMON> 8
<OTHER-SE> 93,621
<TOTAL-LIABILITY-AND-EQUITY> 298,605
<SALES> 158,542
<TOTAL-REVENUES> 158,542
<CGS> 128,099
<TOTAL-COSTS> 139,283
<OTHER-EXPENSES> 115
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,136
<INCOME-PRETAX> 14,008
<INCOME-TAX> 5,906
<INCOME-CONTINUING> 8,102
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,102
<EPS-PRIMARY> 1.05
<EPS-DILUTED> 1.00
</TABLE>
