SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
[ X ] QUARTERLY REPORT UNDER SECTION 13 or 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended: June 30, 1999
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 No.: 33-62598
Fairfield Manufacturing Company, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 63-0500160
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
U. S. 52 South, Lafayette, IN 47909
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (765) 474-3474
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
The number of shares outstanding of each of the issuer's classes of common
stock as of June 30, 1999 is as follows:
8,612,000 shares of Common Stock
<PAGE>
FAIRFIELD MANUFACTURING COMPANY, INC.
Form 10-Q
June 30, 1999
Part I - FINANCIAL INFORMATION
Page
Item 1 - Financial Statements:
Consolidated Balance Sheets, June 30, 1999 (Unaudited) 3
and December 31, 1998
Consolidated Statements of Operations for the three and 4
six months ended June 30, 1999 and 1998 (Unaudited)
Consolidated Statement of Stockholder's Equity 5
(Deficit) for the six months ended June 30, 1999
(Unaudited)
Consolidated Statements of Cash Flows for the six 6
months ended June 30, 1999 and 1998 (Unaudited)
Notes to Consolidated Financial Statements (Unaudited) 7 - 8
Item 2 - Management's Discussion and Analysis of 9 -12
Financial Condition and Results of Operations
Part II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K. 13
SIGNATURE 13
<PAGE>
FAIRFIELD MANUFACTURING COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
June 30, December 31,
1999 1998
ASSETS (unaudited)
Current assets:
Cash and cash equivalents $5,751 $2,822
Trade receivables, less allowance 22,803 27,368
of $700
Inventory 22,310 25,519
Prepaid expenses 952 369
Due from parent 569 --
Total current assets 52,385 56,078
Property, plant and equipment, net of
accumulated
depreciation of $99,555 and
$94,956 in 1999 and 1998,
Respectively 67,673 68,239
Other assets:
Excess of investment over net
assets acquired, less
accumulated amortization of
$15,885 and $15,082 in
1999 and 1998, respectively 48,474 49,277
Deferred financing costs, less
accumulated amortization
of $954 and $3,684 in 1999 and 3,296 1,524
1998, respectively
Total other assets 51,770 50,801
Total assets $171,828 $175,118
LIABILITIES AND STOCKHOLDER'S EQUITY
(DEFICIT)
Current liabilities:
Accounts payable $11,939 $13,967
Due to parent -- 482
Accrued liabilities 21,727 23,712
Deferred income taxes 2,047 2,047
Total current liabilities 35,713 40,208
Accrued retirement costs 16,159 16,278
Deferred income taxes 6,801 7,460
Long-term debt 110,000 112,150
Commitments and contingencies -- --
11-1/4% Cumulative exchangeable preferred 48,138 48,042
stock
Stockholder's equity (deficit):
Common stock: par value $.01 per
share, 10,000,000
shares authorized, 8,612,000 and
8,480,000 issued
and outstanding in 1999 and 1998, 86 85
respectively
Additional paid-in capital 44,491 42,322
Accumulated deficit (89,560) (91,427)
Total stockholder's deficit (44,983) (49,020)
Total liabilities and stockholder's $171,828 $175,118
deficit
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
FAIRFIELD MANUFACTURING COMPANY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Six Months Ended June 30
(In thousands)
(Unaudited)
Three months Six months ended
ended June 30,
June 30,
1999 1998 1999 1998
Net sales $56,966 $56,462 $117,365 $111,850
Cost of sales 45,022 45,537 92,363 90,905
Selling, general and 4,259 4,093 8,598 8,294
administrative expenses
Operating income 7,685 6,832 16,404 12,651
Interest expense, net 3,325 3,314 6,151 6,617
Other (income) expense, net (998) 24 (997) 37
Income before income taxes 5,358 3,494 11,250 5,997
Provision for income taxes 2,417 1,570 5,074 2,700
Net income before extraordinary 2,941 1,924 6,176 3,297
item
Loss on early extinguishment of debt, 1,401 -- 1,401 --
net of taxes
Net income 1,540 1,924 4,775 3,297
Preferred stock dividends and (1,454) (1,454) (2,908) (2,907)
discount accretion
Net income available to common $86 $470 $1,867 $390
stockholder
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
FAIRFIELD MANUFACTURING COMPANY, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)
For the Six Months Ended June 30, 1999
(In thousands)
(Unaudited)
Additional Stock-Holder's
Common Paid-in Accumulated Equity (Deficit)
Stock Capital Deficit
Balance, December 31, 1998 $85 $42,322 $(91,427) $(49,020)
Capital contribution 1 2,169 -- 2,170
Preferred stock -- -- (2,812) (2,812)
dividends
Preferred stock discount -- -- (96) (96)
accretion
Net income -- -- 4,775 4,775
Balance, June 30, 1999 $86 $44,491 $(89,560) $(44,983)
he accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
FAIRFIELD MANUFACTURING COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30
(In thousands)
(Unaudited)
1999 1998
Operating Activities:
Net income $4,775 $3,297
Adjustments to reconcile net income to net
cash provided
(used) by operating activities:
Depreciation and amortization 6,784 6,754
Deferred income taxes (659) (380)
Accrued retirement costs (119) (413)
Loss on early extinguishment of debt 1,401 --
Changes in working capital:
Trade receivables 4,565 (6,079)
Inventory 3,209 (2,171)
Prepaid expenses (583) 184
Accounts payable (1,416) 2,255
Due to parent (1,051) 1,230
Accrued liabilities (1,852) (5,273)
Net cash provided (used) by operating 15,054 (596)
activities
Investing Activities:
Additions to property, plant and equipment, net (5,655) (6,041)
Net cash used by investing activities (5,655) (6,041)
Financing Activities:
Capital contributions, principally under tax 2,170 1,390
sharing agreement
Proceeds of long-term debt 97,750 --
Repayment of long-term debt (101,150) (2,000)
Net change in revolving credit facility (1,000) 7,000
Premium paid on early retirement of bonds (1,428) --
Payment of preferred stock dividends (2,812) (2,812)
Net cash provided (used) by financing (6,470) 3,578
activities
Cash and Cash Equivalents:
Increase (decrease) in cash and cash 2,929 (3,059)
equivalents
Beginning of year 2,822 3,059
End of period $5,751 $--
Supplemental Disclosures:
Cash paid for:
Interest $9,335 $11,071
Federal taxes to parent under tax sharing 5,120 200
agreement (Note 2)
Non-cash investing and financing activities:
Additions to property, plant and equipment
included in
accounts payable at end of period $233 $1,511
Preferred stock dividends accrued 1,677 1,677
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
FAIRFIELD MANUFACTURING COMPANY, INC.
Notes to Consolidated Financial Statements
(In thousands, except share data)
(Unaudited)
1. Interim Financial Information
The accompanying consolidated financial statements have been prepared by
Fairfield Manufacturing Company, Inc. and subsidiaries (the "Company"),
without audit, pursuant to the rules and regulations of the Securities
Exchange Commission. Certain information and footnote disclosures normally
included in annual financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that
the disclosures are adequate to enable a reasonable understanding of the
information presented. These consolidated financial statements should be
read in conjunction with the audited financial statements and the notes
thereto for the year ended December 31, 1998.
In the opinion of management the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation of the
Company's financial position at June 30, 1999 and the results of operations
and cash flows for the six months ended June 30, 1999 and 1998. However,
interim financial results are not necessarily indicative of the results for
a full year. Certain prior year information has been reclassified to
conform to current year presentation.
2. Parent Company of Registrant
The Company is wholly-owned by Lancer Industries Inc. ("Lancer").
The Company is included in the consolidated federal income tax return of
Lancer. The Company and Lancer have entered into a Tax Sharing Agreement
under which the Company is required to calculate its current federal income
tax liability on a separate return basis and pay that amount to Lancer. To
the extent such tax liability subsequently reduces Lancer's available tax
benefits, Lancer is required to reimburse the Company in an amount
equivalent to 50% of such reduction by making a capital contribution to the
Company. Lancer made capital contributions to the Company pursuant to this
agreement of $2,170 and $1,390 during the six months ended June 30, 1999
and 1998, respectively. The Company issued 132,000 and 167,000 shares of
common stock to Lancer during the six months ended June 30, 1999 and 1998,
respectively, in recognition of these capital contributions.
3. Inventory
Inventory, which is valued at the lower of last-in, first-out (LIFO) cost
or market, consists of the following:
June 30, 1999 December 31, 1998
Raw materials $2,910 $3,852
Work in process 10,831 11,933
Finished goods 8,569 9,734
22,310 25,519
Less: excess of FIFO cost over -- --
LIFO cost
$22,310 $25,519
<PAGE>
4. Debt Refinancing
On May 19, 1999, the Company issued $100 million of 9-5/8% Senior
Subordinated Notes due 2008. The proceeds of the offering were used by the
Company as follows; 1) approximately $68.6 million was used to redeem the
11-3/8% Senior Subordinated Notes due 2001; 2) approximately $27.7 million
was used to reduce outstanding amounts under its Credit Facility and; 3)
approximately $3.7 million was used to pay the fees and expenses of the
offering. The deferred financing costs associated with the 11-3/8% notes
were written off as part of the loss on the early extinguishment of debt
discussed above. The Company also amended the senior credit facility for
the new note issue and increased its availability under its Revolving
Credit Facility (subject to certain conditions).
5. Recent Developments
On Saturday, June 12, 1999, the Company had a fire at its manufacturing
plant in Lafayette, Indiana. By 11 p.m. Sunday, June 13, 1999 the Company
had resumed operations and began shipping products to customers on the
morning of Monday, June 14, 1999. The fire damaged the facility and
equipment and the Company is currently in the process of restoring
operations to the same level as before the fire. The Company believes that
the damages of the fire, including the costs of clean-up and business
interruption, are covered by current insurance policies. The Company is
currently in the process of accumulating the costs associated with this
fire and preparing an insurance claim. Through the end of the quarter
direct cost associated with the clean-up and repair portions of the claim
were $1.0 million and have been reimbursed by the insurance carrier. The
Company has estimated its business interruption claim for the second
quarter to be $1.9 million; however, the claim is subject to audit, review
and negotiation with its insurance carrier. The Company has determined
that its minimum probable recovery through June 30, 1999 is $1.0 million
and has recorded that amount in the second quarter.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Recent Development
On Saturday, June 12, 1999, the Company had a fire at its manufacturing
plant in Lafayette, Indiana. By 11 p.m. Sunday, June 13, 1999 the Company
had resumed operations and began shipping products to customers on the
morning of Monday, June 14, 1999. The fire damaged the facility and
equipment and the Company is currently in the process of restoring
operations to the same level as before the fire. The Company believes that
the damages of the fire, including the costs of clean-up and business
interruption, are covered by current insurance policies. The Company is
currently in the process of accumulating the costs associated with this
fire and preparing an insurance claim. Through the end of the quarter
direct cost associated with the clean-up and repair portions of the claim
were $1.0 million and have been reimbursed by the insurance carrier. The
Company has estimated its business interruption claim for the second
quarter to be $1.9 million; however, the claim is subject to audit, review
and negotiation with its insurance carrier. The Company has determined
that its minimum probable recovery through June 30, 1999 is $1.0 million
and has recorded that amount in the second quarter.
Results of Operations
Net sales for the three months ended June 30, 1999 were $57.0 million, an
increase of $0.5 million, or 0.9%, from the same period in 1998. For the
six months ended June 30, 1999, the Company's net sales increased by $5.5
million, or 4.9%, to $117.4 million compared to $111.9 million for the six
months ended June 30, 1998. The increase in sales for the three and six
months ended June 30, 1999 resulted from continued strong market demand for
the Company's products as well as increased productive capacity from the
Company's capital investment program. Net sales were negatively impacted
by the June 12 fire at the Company's Lafayette, Indiana manufacturing
plant.
Cost of sales for the three months ended June 30, 1999 decreased by $0.5
million, to $45.0 million, compared to $45.5 million, for the same period
in 1998. Gross margin was 21.0% for the second quarter of 1999 compared to
19.3% in the second quarter of 1998. For the first half of 1999, cost of
sales were $92.4 million, or 78.7% of net sales, compared to $90.9 million,
or 81.3% of net sales, for the first half of 1998. The increase in cost of
sales resulted primarily from the increase in sales volume whereas the
decrease in cost of sales as a percentage of sales resulted from favorable
raw material prices, increased productivity as well as improved product
pricing and a more favorable product mix.
Selling, general and administrative expenses ("SG&A"), including goodwill
amortization, were $4.3 million, or 7.5% of net sales, for the three months
ended June 30, 1999, compared to $4.1 million, or 7.2% of net sales for the
same period in 1998. For the six months ended June 30, 1999, SG&A
increased by $0.3 million, or 3.7%, to $8.6 million compared to $8.3
million for the six months ended June 30, 1998.
Earnings from operations for the three months ended June 30, 1999 increased
12.5% to $7.7 million, or 13.5% of net sales, compared to $6.8 million, or
12.1% of net sales, for the comparable 1998 period. For the six months
ended June 30, 1999, the Company's earnings from operations were $16.4
million, or 14.0% of net sales, compared to $12.7 million, or 11.3% of net
sales for the first six months of 1998.
Interest expense in the second quarter of 1999 remained unchanged from the
second quarter of 1998. For the first half of 1999 and 1998, interest
expense was $6.2 million and $6.6 million, respectively. This decrease
reflects lower debt balances and lower average interest rates in the first
half of 1999 versus the first half of 1998.
<PAGE>
The Company recorded $1.0 million of other income pertaining to business
interruption from the date of the fire to the end of the second quarter
(see Recent Development above).
The Company had net income before income taxes of $5.4 million in the
second quarter of 1999 compared to $3.5 million in the second quarter of
1998. For the six months ended June 30, 1999, the Company's income before
income taxes was $11.3 million compared to $6.0 million for the comparable
1998 period.
The Company recorded a loss on early extinguishment of debt in the second
quarter of 1999 of $1.4 million. The Company's net income was $1.5 million
for the second quarter of 1999 compared to net income of $1.9 million for
the second quarter of 1998. For the first six months of 1999, net income
was $4.8 million compared to $3.3 million for the first six months of 1998.
Net income available to common stockholder was $0.1 million for the second
quarter of 1999 compared to net income available to common stockholder of
$0.5 million for the same period in 1998. For the first six months net
income available to common stockholder was $1.9 million and $0.4 million in
1999 and 1998, respectively.
Liquidity and Capital Resources
On May 19, 1999, the Company issued $100 million of 9-5/8% Senior
Subordinated Notes due 2008. The proceeds of the offering were used by the
Company as follows; 1) approximately $68.6 million was used to redeem the
11-3/8% Senior Subordinated Notes due 2001; 2) approximately $27.7 million
was used to reduce outstanding amounts under its Credit Facility and; 3)
approximately $3.7 million was used to pay the fees and expenses of the
offering. The deferred financing costs associated with the 11-3/8% notes
were written off as part of the loss on the early extinguishment of debt
discussed above. The Company also amended its senior credit facility for
the new note issue and increased its availability under the Revolving
Credit Facility (subject to certain conditions).
On June 6, the Company's Registration Statement of Form S-4 (File No. 333-
80431) with respect to $100.0 million of its 9-5/8% Senior subordinated
Notes due 2008 was declared effective by the Securities and Exchange
Commission, and on August 9 the Company consummated its exchange offer for
the exchange of such registered Senior Subordinated Notes for the
unregistered Senior Subordinated Notes issued on May 19.
The Company uses funds provided by operations and short-term borrowings
under its Credit Facility to meet liquidity requirements. Net cash
provided by operations for the six months ended June 30, 1999 was $15.1
million, an increase of $15.7 million compared with the same period in 1998
when net cash used by operations was $0.6 million. Working capital at June
1999 increased to $16.7 million from $15.9 million at December 31, 1998
reflecting improved management of receivables and inventory.
Capital expenditures for manufacturing equipment, machine tools, and
building improvements totaled $5.7 million and $6.0 million during the
first six months of 1999 and 1998, respectively, of which $0.2 million and
$1.5 million in 1999 and 1998, respectively, was funded by an increase in
accounts payable. Capital expenditures for both 1999 and 1998 have been
primarily for increased capacity and productivity to support increased
sales.
Net cash used by financing activities was $6.5 million during the second
quarter of 1999 compared to net cash provided by financing activities of
$3.6 million in the second quarter of 1998. Strong operating cash flows
and capital contributions during 1999 were used to fund the preferred stock
dividend as well as repayments of long term debt.
<PAGE>
At June 30, 1999, the Company has $19.6 million available under its $20
million Revolving Credit Facility since letters of credit of approximately
$0.4 million have been issued under this facility. The Company
additionally has the option to exercise four $5 million increases (subject
to certain conditions) to the Revolving Credit Facility.
Management expects to use cash flows from operations to fund the Company's
planned capital requirements for the remainder of 1999, including capital
expenditures, interest on long term debt and preferred stock dividends.
The Company's Credit Facilities, as discussed above and in Note 8 to the
Company's 1998 consolidated financial statements, may also be utilized to
meet additional liquidity needs.
Impact of the Year 2000
During 1997, the Company began the process of assessing the magnitude of
the year 2000 ("Y2K") on the Company's primary computer systems ("Business
System"). Following this assessment, a plan was established to modify,
upgrade, or replace non-compliant hardware and software applications with a
target completion date of March 1999 for all "critical" applications and
continuing through 1999 for "non-critical" applications. Testing is being
performed on an ongoing basis upon completion of an application and is
expected to continue throughout 1999. As of June 30, 1999, all critical
applications and all Business System applications have been remediated and
tested. As a result, the Company has not developed a comprehensive
contingency plan with regard to the Business System as all critical
applications are believed to be Y2K ready. If the Company identifies
significant additional risks, appropriate contingency plans will be
developed at that time.
None of the Company's products contain imbedded electronics or other
potentially date sensitive components and as such do not require any Y2K
compliance effort.
Several types of systems and equipment such as phones, facilities,
manufacturing equipment, etc. (collectively "non-IT systems") that are not
typically thought of as computer systems may contain imbedded hardware or
software that may have a time element. The Company has completed an
inventory of non-IT systems and has contacted vendors of these systems and
equipment to determine if they are Y2K compliant. As of June 30, 1999 the
Company has received responses from vendors confirming the compliance of
approximately 80% of all manufacturing equipment and identifying non-
compliance issues with approximately 5% of machines. The Company is in the
process of repairing, upgrading or replacing non-IT systems identified as
being non-compliant and is actively following up with vendors from whom
responses have not been received. The Company has not developed a
comprehensive contingency plan with regard to non-IT systems and equipment
as all identified mission critical systems and equipment are expected to be
Y2K ready by the end of 1999. If progress toward Y2K readiness deviates
from the anticipated time line or the Company identifies significant
additional risks, appropriate contingency plans will be developed at that
time.
The Company is primarily utilizing internal IT resources with the
additional assistance of contract programmers who are familiar with the
software. It is currently estimated that the total cost associated with
required modifications for both the Business System and non-IT systems to
become Y2K ready will be approximately $0.4 to $0.5 million, of which
approximately $0.4 million has been spent as of June 30, 1999. These costs
are being expensed as incurred and are being funded from existing operating
budgets.
The Company relies on third party suppliers for raw materials, water,
utilities, transportation, and other services. Interruption of supplier
operations due to Y2K issues could affect the Company's operations. The
Company is in the process of evaluating and monitoring the status of key
suppliers' progress toward
<PAGE>
Y2K compliance. As a component of this process, the Company has sent a
questionnaire to suppliers inquiring about their Y2K plan and stage of
readiness. As of June 30, 1999 the Company has received responses from 25
key suppliers, which together represented over 75% of the Company's total
material purchases in 1998. All respondents have acknowledged the issues
surrounding Y2K, have a plan in place, and have stated their intent to be
compliant by the end of 1999 or earlier. The Company will continue to
monitor the progress of key suppliers during 1999, and, if necessary,
determine potential alternative suppliers and/or develop contingency
requirements. These activities, while a means of risk management, cannot
eliminate the potential for disruption of the Company's operations due to
third party failure.
The Company is also dependent upon our customers for sales and cash flow.
The Company is in the process of contacting key customers to ascertain
their Y2K readiness. The progress of key customers toward Y2K compliance
will continue to be monitored throughout 1999.
The failure to correct a material Y2K problem in the Company's critical
Business System applications and non-IT systems, could result in an
interruption in, or failure of certain normal business activities or
operations. Additionally, in the event that any of the Company's key
suppliers and customers fail to successfully and timely achieve Y2K
compliance and the Company is unable to replace them with alternate
suppliers or new customers, the Company's normal business activities could
be adversely affected. Such interruptions or failures could have a
material adverse impact on the Company's results of operations, cash flows,
and financial condition.
The above discussion of Y2K and its potential impact on the Company
contains forward looking statements that are based on management's best
estimates of future events. Specific factors that could affect the actual
outcome of these estimates and conclusions include a possible loss of
technical resources to perform the work, failure to identify all
susceptible systems, non-compliance by third parties whose operations
impact the Company, and other similar uncertainties.
Information Concerning Forward-Looking Statements
This report contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933. Such statements are subject
to a number of risks and uncertainties, including among other things,
competition, susceptibility of the Company's business to general economic
conditions, the cyclical nature of the Company's business, control of the
Company by Lancer, environmental regulation, significant degree of
leverage, restrictive covenants related to the Company's indebtedness and
preferred stock, dependence on suppliers and major customers, Y2K
compliance by the Company and third parties with whom the Company does
business, discovery of unknown contingent liabilities, and risks related to
a unionized workforce. Actual results in the future could differ
materially from those described in the forward-looking statements as a
result of such risk factors. The Company undertakes no obligation to
publicly release the result of any revisions of these forward-looking
statements that may be made to reflect any future events or circumstances.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit No. Description
(27) Financial Data Schedule
(b) No reports 8-K were filed during the period covered by this report.
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 on August 13, 1999.
FAIRFIELD MANUFACTURING COMPANY, INC.
By: /s/ Richard A.Bush
Richard A. Bush
Vice President Finance
(Principal Financial and Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Fairfield
Manufacturing Co., Inc's 1999 second quarter 10-Q and is qualified in its
entirety by reference to such form 10-Q filing and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
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<S> <C>
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<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 5,751
<SECURITIES> 0
<RECEIVABLES> 23,503
<ALLOWANCES> (700)
<INVENTORY> 22,310
<CURRENT-ASSETS> 952
<PP&E> 167,228
<DEPRECIATION> (99,555)
<TOTAL-ASSETS> 171,828
<CURRENT-LIABILITIES> 35,713
<BONDS> 110,000
48,138
0
<COMMON> 86
<OTHER-SE> (45,069)
<TOTAL-LIABILITY-AND-EQUITY> 171,828
<SALES> 117,365
<TOTAL-REVENUES> 117,365
<CGS> 92,363
<TOTAL-COSTS> 100,961
<OTHER-EXPENSES> (997)
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<NET-INCOME> 4,775
<EPS-BASIC> .22
<EPS-DILUTED> .22
</TABLE>
