<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 JUNE 30, 1996
[_]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 1-12716
KOPPERS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1588399
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
436 SEVENTH AVENUE PITTSBURGH, PENNSYLVANIA 15219 (412) 227-2001
(Address of principal executive offices)
(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 periods 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
--- ---
Voting and Non-Voting Common Stock, par value $.01 per share, outstanding at
August 1, 1996 amounted to 6,400,460 and 3,628,200 shares, respectively.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KOPPERS INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(THOUSANDS EXCEPT PER SHARE FIGURES)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- ------------------
1996 1995 1996 1995
--------- --------- -------- --------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net sales............................... $156,887 $135,578 $283,588 $257,779
Operating expenses:
Cost of sales......................... 130,173 110,035 241,421 212,787
Depreciation and amortization......... 5,647 4,497 10,590 8,584
Selling, research, general and
administrative....................... 7,206 7,409 13,462 13,033
--------- --------- -------- --------
Total operating expenses............ 143,026 121,941 265,473 234,404
--------- --------- -------- --------
Operating profit........................ 13,861 13,637 18,115 23,375
Equity in earnings of affiliates........ 2,619 2,963 4,411 4,228
Litigation judgment..................... -- -- (10,946) --
--------- --------- -------- --------
Income before interest expense and
provision for income taxes............. 16,480 16,600 11,580 27,603
Interest expense........................ 4,624 3,868 8,358 7,440
--------- --------- -------- --------
Income before provision for income
taxes.................................. 11,856 12,732 3,222 20,163
Provision for income taxes.............. 1,133 4,002 239 6,322
--------- --------- -------- --------
Net income.............................. $ 10,723 $ 8,730 $ 2,983 $ 13,841
========= ========= ======== ========
Earnings per share of common stock...... $1.14 $0.84 $0.30 $1.34
========= ========= ======== ========
</TABLE>
See accompanying notes.
1
<PAGE>
KOPPERS INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995*
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash................................................ $ 1,983 $ 1,618
Accounts receivable less allowance for doubtful
accounts of $359 in 1996 and $342 in 1995.......... 85,759 57,583
Inventories:
Raw materials..................................... 34,994 38,584
Work in process................................... 1,888 2,419
Finished goods.................................... 49,197 44,363
LIFO reserve...................................... (7,733) (8,191)
--------- ---------
Total inventories............................... 78,346 77,175
Other............................................... 8,452 7,628
--------- ---------
Total current assets............................ 174,540 144,004
Investments........................................... 50,468 49,041
Fixed assets.......................................... 287,477 248,911
Less: accumulated depreciation...................... (109,720) (102,388)
--------- ---------
Net fixed assets.................................. 177,757 146,523
Other assets.......................................... 22,143 9,387
--------- ---------
Total assets.................................... $ 424,908 $ 348,955
========= =========
</TABLE>
- ------------
* Summarized from audited fiscal year 1995 balance sheet.
See accompanying notes.
2
<PAGE>
KOPPERS INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995*
----------- ------------
(UNAUDITED)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................... $ 40,520 $ 33,237
Accrued liabilities................................. 38,114 21,672
Current portion of term loans....................... 5,000 9,000
-------- --------
Total current liabilities......................... 83,634 63,909
Long-term debt:
Revolving credit.................................... 62,000 29,000
Term loans.......................................... 53,000 26,000
Senior Notes........................................ 110,000 110,000
-------- --------
Total long-term debt.............................. 225,000 165,000
Other long-term reserves.............................. 46,928 41,816
-------- --------
Total liabilities................................. 355,562 270,725
Series B Junior Convertible Preferred Stock; 2,600
shares designated and issued; liquidation value of
$100 per share....................................... -- 260
Common stock value subject to redemption.............. 24,708 23,715
Voting common stock, $.01 par value: 40,000,000 shares
authorized, 6,707,952 shares issued in 1996 and 1995. 67 67
Non-voting common stock $.01 par value: 40,000,000
shares authorized, 3,628,200 shares issued and
outstanding in 1996 and 2,338,200 in 1995............ 36 23
Capital in excess of par value........................ 11,675 12,964
Retained earnings..................................... 35,769 45,828
Cumulative translation adjustment..................... 1,644 (384)
Treasury stock, at cost, 1,430,046 shares in 1996 and
1,433,961 shares in 1995............................. (4,553) (4,243)
-------- --------
Total liabilities and stockholders' equity........ $424,908 $348,955
======== ========
</TABLE>
- ------------
* Summarized from audited fiscal year 1995 balance sheet.
See accompanying notes.
3
<PAGE>
KOPPERS INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
------------------
1996 1995
-------- --------
(UNAUDITED)
<S> <C> <C>
Cash provided by operating activities....................... $ 11,216 $ 10,549
Cash used in investing activities:
Acquisitions and related capital expenditures............. (39,174) (17,875)
Capital expenditures...................................... (11,404) (6,897)
-------- --------
Net cash used in investing activities................. (50,578) (24,772)
Cash provided by (used in) financing activities:
Borrowings from revolving credit.......................... 99,750 76,000
Repayments of revolving credit............................ (66,750) (79,000)
Repayment of long-term debt............................... (12,000) --
Proceeds from long-term debt.............................. 35,000 15,000
Payment of deferred financing costs....................... (620) --
Net sales (purchases) of voting common stock.............. (1,824) 65
Purchase of non-voting common stock....................... (12,250) --
Dividends on common stock................................. (1,579) (647)
-------- --------
Net cash provided by financing activities............. 39,727 11,418
-------- --------
Net increase (decrease) in cash............................. 365 (2,805)
Cash at beginning of period................................. 1,618 2,975
-------- --------
Cash at end of period....................................... $ 1,983 $ 170
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest................................................ $ 7,490 $ 7,377
Income taxes............................................ $ 141 $ 3,579
</TABLE>
See accompanying notes.
4
<PAGE>
KOPPERS INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) The Management's Discussion and Analysis of Financial Condition and
Results of Operations which follows these notes contains additional
information on the results of operations and the financial position of the
Company. Those comments should be read in conjunction with these notes.
The Company's annual report on Form 10-K for the fiscal year ended
December 31, 1995 includes additional information about the Company, its
operations, and its financial position, and should be read in conjunction
with this quarterly report on Form 10-Q.
(2) The results for the interim periods are not necessarily indicative of the
results to be expected for the full fiscal.
(3) In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included.
(4) On April 1, 1996 the Company purchased the coal chemical business of
Aristech Chemical Corporation for approximately $40 million cash and the
assumption of certain liabilities. The purchase was financed through a $35
million term loan, with the remaining $5 million financed through the
revolving credit facility.
(5) On May 22, 1996 the Company's Board of Directors approved a three-for-one
split of its voting and non-voting common stock effective May 23, 1996.
Additionally, authorized shares of voting common stock were increased from
10,000,000 shares to 40,000,000 shares. Par value for voting and non-
voting common stock remained at $.01 per share. The split resulted in the
issuance of 4,471,968 additional shares of common stock and 2,418,800
additional shares of non-voting common stock. All references in the
financial statements to shares outstanding and earnings per share data
have been restated to reflect the split.
5
<PAGE>
KOPPERS INDUSTRIES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth certain sales and operating data, net of all
inter- segment transactions, for the Company's businesses for the periods
indicated:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -------------------
1996 1995 1996 1995
-------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
NET SALES:
Coke Products................... $ 24,582 $ 18,026 $ 52,800 $ 37,305
Carbon Materials & Chemicals.... 66,301 52,016 110,579 98,115
Railroad & Utility Products..... 66,004 65,536 120,209 122,359
-------- -------- -------- --------
Total......................... $156,887 $135,578 $283,588 $257,779
======== ======== ======== ========
SEGMENT SALES AS PERCENTAGE OF
TOTAL:
Coke Products................... 15.7% 13.3% 18.6% 14.5%
Carbon Materials & Chemical..... 42.2% 38.4% 39.0% 38.1%
Railroad & Utility Products..... 42.1% 48.3% 42.4% 47.4%
-------- -------- -------- --------
Total......................... 100.0% 100.0% 100.0% 100.0%
GROSS MARGIN BY SEGMENT:
Coke Products................... 9.0% 11.4% 8.9% 11.7%
Carbon Materials & Chemicals.... 22.2% 22.7% 19.1% 21.7%
Railroad & Utility Products..... 14.9% 17.7% 13.6% 15.7%
-------- -------- -------- --------
Total......................... 17.0% 18.8% 14.9% 17.4%
OPERATING MARGIN BY SEGMENT:
Coke Products................... 1.3% 3.5% 1.7% 3.9%
Carbon Materials & Chemicals.... 15.5% 15.3% 11.5% 14.2%
Railroad & Utility Products..... 9.6% 12.1% 7.6% 10.1%
Corporate Unallocated Overhead.. (1.8%) (2.0%) (1.5%) (1.6%)
-------- -------- -------- --------
Total......................... 8.9% 10.0% 6.4% 9.0%
</TABLE>
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1996
AND 1995.
Net Sales. Net sales for the three months ended June 30, 1996 were 15.7%
higher than the same period in 1995, due primarily to the effect of recent
acquisitions in the Coke Products and Carbon Materials & Chemicals businesses.
Net sales for Coke Products increased by 36.4% due to sales of approximately
$10 million from the Monessen facility, which started production in the fourth
quarter of 1995, offset to some extent by a 19.6% reduction in sales volumes
at the Woodward facility as the result of the suspension of shipments to two
significant customers. Shipments to the Gary, Indiana plant of U.S. Steel were
temporarily suspended as the result of an explosion which disabled a blast
furnace on April 2, 1996, and shipments to McLouth Steel Products Corp.
("McLouth") were suspended as the result of a bankruptcy filing. On June 1,
1996 the Company resumed shipments to U.S. Steel; however, only a portion of
the McLouth shipments have been placed with alternative customers. Net sales
for Carbon Materials & Chemicals increased by 27.5% due primarily to sales of
approximately $15 million from the Clairton facility acquired on April 1, 1996
coupled with a 2.4% increase in carbon pitch prices. The effect of the
acquisition coupled with higher carbon pitch prices was offset to some extent
by a net reduction in phthalic anhydride ("PAA") sales, as an increase of
28.4% in PAA sales volumes
6
<PAGE>
KOPPERS INDUSTRIES, INC.
was more than offset by a 39.3% reduction in PAA prices. Net sales for Railroad
& Utility Products were comparable to the prior year quarter as a 6.3%
reduction in sales volumes for utility poles was offset by a 9.8% increase in
sales volumes for railroad crossties.
Gross Profit. As a percent of net sales, gross profit decreased to 17.0% in
the second quarter of 1996 from 18.8% for the same period last year. This
decrease was due to decreases in gross margins to 9.0% from 11.4% for Coke
Products, to 22.2% from 22.7% for Carbon Materials & Chemicals, and to 14.9%
from 17.7% for Railroad & Utility Products. The decrease for Coke Products was
due to higher unit costs at the Woodward facility as a result of a 5.1%
decrease in production, and the suspension of shipments to both U.S. Steel and
McLouth during the second quarter of 1996. The reduction in gross profit for
Carbon Materials & Chemicals was the result of a 39.3% reduction in PAA
pricing, offset to some extent by a 2.4% increase in carbon pitch prices
coupled with a 60.1% increase in carbon pitch volumes related to the
acquisition of the Clairton facility in 1996. The reduction in gross profit for
Railroad & Utility Products was due primarily to higher per unit operating
costs for utility poles as a result of a 6.3% reduction in sales volumes
compared to the prior year.
Depreciation and Amortization. The increase in depreciation and amortization
for 1996 as compared to the prior year was due primarily to the acquisition of
the Clairton facility in April 1996, and the startup of the Monessen facility
in November 1995.
Selling, General and Administrative Expense. Selling, general and
administrative expense for the three months ended June 30, 1996 decreased to
4.6% of net sales from 5.5% of net sales in the same period last year primarily
as a result of lower management incentive expense in 1996 as financial results
declined as compared to the prior year.
Interest Expense. Interest expense increased $0.8 million in the second
quarter of 1996 as compared to the prior year primarily as a result of the
additional $40 million in indebtedness to finance the acquisition of the
Clairton facility in 1996.
Income Taxes. The Company's effective income tax rate for the three months
ended June 30, 1996 decreased to 9.6% from 31.4% in the prior year period due
primarily to projected tax credits for Fiscal year 1996 for the Monessen coke
facility.
Net Income. Net income for the three months ended June 30, 1996 compared to
the same period last year increased as the result of lower income tax expense
more than offsetting higher interest expense as compared to the prior year.
COMPARISON OF RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND
1995.
Net Sales. Net sales for the six months ended June 30, 1996 were 10.0% higher
than the same period in 1995, due primarily to the effect of recent
acquisitions in the Coke Products and Carbon Materials & Chemicals businesses.
Net sales for Coke Products increased by 41.5% due primarily to sales of
approximately $20 million from the Monessen facility, offset to some extent by
an 11.7% reduction in sales volumes at the Woodward coke facility resulting
from suspensions of shipments to U.S. Steel and McLouth in the second quarter
of 1996, as well as reduced production in the first quarter of 1996 as the
result of severe winter weather. Net sales for Carbon Materials & Chemicals
increased by 12.7% due primarily to sales of approximately $15 million from the
Clairton facility acquired on April 1, 1996 coupled with a 3.2% increase in
carbon pitch prices. The effect of the acquisition coupled with higher carbon
pitch prices was offset to some extent by a net reduction in PAA sales, as an
increase of 19.0% in PAA sales volumes was more than offset by a 36.5%
reduction in PAA prices. The
7
<PAGE>
KOPPERS INDUSTRIES, INC.
decrease in net sales of 1.8% for Railroad & Utility Products was due in part
to a 12.8% reduction in sales volumes for utility poles as a result of public
utility deregulation and its impact on maintenance programs.
Gross Profit. As a percent of net sales, gross profit decreased to 14.9% for
the six months ended June 30, 1996 from 17.4% for the same period last year.
This decrease was due to decreases in gross margins to 8.9% from 11.7% for
Coke Products, to 19.1% from 21.7% for Carbon Materials & Chemicals, and to
13.6% from 15.7% for Railroad & Utility Products. For Coke Products, a 4.8%
increase in coke prices could not offset the effect of higher unit costs
incurred as the result of a 3.5% reduction in production at the Woodward
facility and the suspension of shipments to both U.S. Steel and McLouth during
the second quarter of 1996. The decrease for Carbon Materials & Chemicals was
due primarily to a 36.5% reduction in PAA prices, which more than offset the
positive earnings effect from the Clairton acquisition. The decrease in gross
profit for Railroad & Utility Products was due primarily to higher per unit
operating costs for utility poles as a result of a 12.8% decline in sales
volumes.
Depreciation and Amortization. The increase in depreciation and amortization
for the six months ended June 30, 1996 as compared to the prior year was due
primarily to the acquisitions of the Clairton tar distillation facility in
April 1996, the Somerville wood treating facility in March 1995 and the
Monessen coke facility which started production in November 1995.
Selling, General and Administrative Expense. Selling, general and
administrative expense for the six months ended June 30, 1996 decreased to
4.7% of net sales from 5.1% of net sales in the same period last year
primarily as a result of lower management incentive expense in 1996 as
financial results declined as compared to the prior year.
Interest Expense. Interest expense increased $0.9 million for the six months
ended June 30, 1996 compared to the prior year primarily as a result of the
additional $40 million in indebtedness to finance the acquisition of the
Clairton facility.
Income Taxes. The Company's effective income tax rate for the six months
ended June 30, 1996 decreased to 7.4% from 31.4% in the prior year period due
primarily to projected tax credits for fiscal year 1996 for the Monessen coke
facility.
Net Income. Net income for the six months ended June 30, 1996 as compared to
the prior year decreased by $10.9 million due primarily to a litigation
judgment of approximately $11 million in the first quarter of 1996. Decreases
in gross profit for each of the Company's businesses were offset by a
significantly lower effective income tax rate as described above.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1996 the Company had cash and cash equivalents of $2.0
million and $29.3 million of availability under the revolving credit facility
for working capital purposes. As of June 30, 1996, $8.7 million of commitments
were utilized by outstanding standby letters of credit and there were $62.0
million in outstanding borrowings for working capital purposes.
Cash provided by operating activities totaled $11.2 million for the six
months ended June 30, 1996 compared to $10.5 million for the same period last
year, as lower net income of $10.9 million in 1996 was offset by a lower
increase in working capital of $11.9 million as compared to the prior year,
attributable mainly to an $11.0 million provision for a legal judgment.
Capital expenditures excluding acquisitions were $11.4 million for the six
months ended June 30, 1996 versus $6.9 million for the same period last year,
with the increase in 1996 due primarily to capital improvements
8
<PAGE>
KOPPERS INDUSTRIES, INC.
at the Stickney PAA plant and the Monessen coke facility. In April 1996 the
Company purchased the coal chemical business of Aristech Chemical Corporation
located in Clairton, Pennsylvania for approximately $40 million cash and the
assumption of certain liabilities. See Note 3 on page 35 of the Company's 1995
Form 10-K.
The Company generally finances the cost of acquisitions from internally
generated funds or through borrowings from banks. In April 1996 the Company
entered into a $35 million term loan agreement to finance the purchase of the
Clairton tar facility from Aristech Chemical Corporation, with repayments of
$17.5 million required in both 2000 and 2001. The additional $5 million
required for the acquisition was financed through the revolving credit
facility.
Financing activities provided $39.7 million in cash for the six months ended
June 30, 1996 compared to $11.4 million for the same period last year. Cash
supplied by financing activities was the result of the $35.0 million term loan
for the Clairton acquisition coupled with a net increase of $33.0 million in
the revolving credit facility. See Note 12 of the Notes to Financial
Statements on page 44 of the Company's 1995 Form 10-K.
9
<PAGE>
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On May 24, 1996 the Company was served with a Complaint filed in March 1996
in the U.S. District Court for the Middle District of Florida by CSX
Transportation, Inc. ("CSX"), one of its principal customers, in connection
with two sales volume contracts executed by CSX and the Company's predecessor
in 1988. CSX had been sued by Beazer East, Inc. for contribution for
environmental cleanup at certain facilities, including some presently owned by
the Company, and the Complaint by CSX seeks to hold the Company liable by
virtue of certain provisions in the sales volume contracts for any costs CSX
might be required to pay Beazer East, Inc. in connection with environmental
liabilities at the Company's facilities, as well as for contractual and
punitive damages and any defense costs incurred by CSX. The Company is
presently involved in settlement negotiations regarding this matter, and while
no assurance can be given that a settlement will occur, based on the current
status of negotiations the Company believes the lawsuit will not materially
adversely affect the Company or its relationship with CSX and expects to enter
into a new five-year sales volume agreement with CSX.
There has been no material change in the status of the OCF litigation as
previously reported.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
11. Statement Regarding Computation of Per Share Earnings.
(b) Reports on Form 8-K
No previously undisclosed reports on Form 8-K were filed during the quarter
ended June 30, 1996.
10
<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.
Koppers Industries, Inc.
(Registrant)
Date
.....................................
DONALD E. DAVIS,
Chief Financial Officer
(Principal Financial Officer,
Principal Accounting Officer)
11
<PAGE>
EXHIBIT 11
KOPPERS INDUSTRIES, INC.
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- ----------------------
1996 1995 1996 1995
---------- ----------- ---------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
PRIMARY EARNINGS PER SHARE:
Voting common stock outstanding.. 5,273,242 5,356,113 5,296,374 5,346,357
Non-Voting common stock
outstanding..................... 3,628,200 -- 4,109,931 --
Series B Junior Convertible
Preferred Stock................. -- 2,340,000 -- 2,340,000
Common stock equivalents......... 469,315 2,659,185 470,941 2,625,525
---------- ----------- ---------- -----------
Common stock outstanding,
including convertible
securities.................... 9,370,757 10,355,298 9,877,246 10,311,882
Net income to common stockholders
(000's)......................... $ 10,723 $ 8,730 $ 2,983 $ 13,841
========== =========== ========== ===========
Primary earnings per common
share......................... $1.14 $0.84 $0.30 $1.34
========== =========== ========== ===========
FULLY DILUTED EARNINGS PER SHARE:
Voting common stock outstanding.. 5,273,242 5,356,113 5,296,374 5,346,357
Non-Voting common stock
outstanding..................... 3,628,200 -- 4,109,931 --
Series B Junior Convertible
Preferred Stock................. -- 2,340,000 -- 2,340,000
Common stock equivalents......... 469,315 2,681,862 470,941 2,686,926
---------- ----------- ---------- -----------
Common stock outstanding,
including convertible
securities.................... 9,370,757 10,377,975 9,877,246 10,373,283
Net income to common stockholders
(000's)......................... $ 10,723 $ 8,730 $ 2,983 $ 13,841
========== =========== ========== ===========
Fully diluted earnings per
common share.................. $1.14 $0.84 $0.30 $1.33
========== =========== ========== ===========
</TABLE>
All shares of Series B Junior Convertible Preferred Stock were converted
into non-voting common stock on a one-for-three hundred basis in March 1996.
Common stock equivalents include stock options granted to management and stock
warrants granted to certain lenders. Each stock option awarded to management
gives the holder the right to purchase an equal amount of common stock at the
listed exercise price and becomes exercisable one year after the date of
grant. All outstanding stock warrants were exercised during 1995.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,983
<SECURITIES> 0
<RECEIVABLES> 86,118
<ALLOWANCES> (359)
<INVENTORY> 78,346
<CURRENT-ASSETS> 174,540
<PP&E> 287,477
<DEPRECIATION> (109,720)
<TOTAL-ASSETS> 424,908
<CURRENT-LIABILITIES> 83,634
<BONDS> 110,000
0
0
<COMMON> 44,638
<OTHER-SE> 24,708
<TOTAL-LIABILITY-AND-EQUITY> 424,908
<SALES> 283,588
<TOTAL-REVENUES> 0
<CGS> 241,421
<TOTAL-COSTS> 265,473
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (10,946)
<INTEREST-EXPENSE> 8,358
<INCOME-PRETAX> 3,222
<INCOME-TAX> 239
<INCOME-CONTINUING> 2,983
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,983
<EPS-PRIMARY> 0.30
<EPS-DILUTED> 0
</TABLE>
