<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
[] 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
April 19, 1996 amounted to 2,131,207 and 1,209,400 shares, respectively.
- -------------------------------------------------------------------------------
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<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
MARCH 31,
-------------------
1995 1996
--------- ---------
(UNAUDITED)
<S> <C> <C>
Net sales................................................. $122,201 $126,701
Operating expenses:
Cost of sales........................................... 102,767 111,255
Depreciation and amortization........................... 4,087 4,943
Selling, research, general and administrative........... 5,624 6,256
--------- ---------
Total operating expenses.............................. 112,478 122,454
--------- ---------
Operating profit.......................................... 9,723 4,247
Equity in earnings of affiliates.......................... 1,265 1,791
Other income.............................................. 15 8
Litigation judgment....................................... -- (10,946)
--------- ---------
Income (loss) before interest expense and provision for
income taxes.............................................. 11,003 (4,900)
Interest expense.......................................... 3,572 3,734
--------- ---------
Income (loss) before provision for income taxes........... 7,431 (8,634)
Provision for income taxes................................ 2,320 (894)
--------- ---------
Net income (loss)......................................... $ 5,111 $ (7,740)
========= =========
Earnings (loss) per share of common stock................. $ 1.49 $ (2.34)
========= =========
</TABLE>
See accompanying notes.
1
<PAGE>
KOPPERS INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1995* 1996
------------ -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash................................................ $ 1,618 $ 4,816
Accounts receivable less allowance for doubtful
accounts of $342 in 1995
and $341 in 1996................................. 57,583 59,969
Inventories:
Raw materials..................................... 38,584 40,284
Work in process................................... 2,419 2,257
Finished goods.................................... 44,363 44,140
LIFO reserve...................................... (8,191) (8,402)
--------- ---------
Total inventories............................... 77,175 78,279
Other............................................... 7,628 8,345
--------- ---------
Total current assets............................ 144,004 151,409
Investments........................................... 49,041 51,783
Fixed assets.......................................... 248,911 256,142
Less: accumulated depreciation...................... (102,388) (107,195)
--------- ---------
Net fixed assets.................................. 146,523 148,947
Other assets.......................................... 9,387 9,293
--------- ---------
Total assets.................................... $ 348,955 $ 361,432
========= =========
</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>
DECEMBER 31, MARCH 31,
1995* 1996
------------ -----------
(UNAUDITED)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................... $ 33,237 $ 27,420
Accrued liabilities................................. 21,672 28,150
Current portion of term loans....................... 9,000 4,000
-------- --------
Total current liabilities......................... 63,909 59,570
Long-term debt:
Revolving credit.................................... 29,000 68,000
Term loans.......................................... 26,000 21,000
Senior Notes........................................ 110,000 110,000
-------- --------
Total long-term debt.............................. 165,000 199,000
Other long-term reserves.............................. 41,816 43,377
-------- --------
Total liabilities................................. 270,725 301,947
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.............. 23,715 15,735
Voting Common stock, $.01 par value: 10,000,000 shares
authorized, 2,235,984 shares issued in 1995 and 1996. 22 22
Non-Voting Common Stock, $.01 par value: 10,000,000
shares authorized, 779,400 total shares issued in
1995 and 1,209,400 in 1996........................... 8 12
Capital in excess of par value........................ 13,024 11,744
Retained earnings..................................... 45,828 34,782
Cumulative translation adjustment..................... (384) 473
Treasury stock, at cost, 477,987 shares in 1995 and
440,681 shares in 1996............................... (4,243) (3,283)
-------- --------
Total liabilities and stockholders' equity........ $348,955 $361,432
======== ========
</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>
THREE MONTHS ENDED
MARCH 31,
--------------------
1995 1996
--------- ---------
(UNAUDITED)
<S> <C> <C>
Cash used by operating activities......................... $ (3,219) $ (5,428)
Cash used in investing activities:
Acquisition of wood treating plant...................... (9,765) --
Capital expenditures.................................... (3,022) (6,647)
Other................................................... (343) (107)
--------- ---------
Net cash used in investing activities............... (13,130) (6,754)
Cash provided by (used in) financing activities:
Borrowings from revolving credit........................ 44,000 65,500
Repayments of revolving credit.......................... (39,000) (26,500)
Repayment of long-term debt............................. -- (10,000)
Proceeds from long-term debt............................ 10,000 --
Net purchases of voting common stock.................... (257) (532)
Purchase of Non-Voting Common Stock..................... -- (12,250)
Dividends on Common Stock............................... -- (838)
--------- ---------
Net cash provided by financing activities........... 14,743 15,380
--------- ---------
Net increase (decrease) in cash........................... (1,606) 3,198
Cash at beginning of period............................... 2,975 1,618
--------- ---------
Cash at end of period..................................... $ 1,369 $ 4,816
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest.............................................. $ 5,774 $ 6,086
Income taxes.......................................... $ (95) $ (906)
</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 year.
(3) In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included.
(4) First quarter 1996 results reflect a legal judgment against the Company
for approximately $11 million. On April 3, 1996 a jury verdict was
returned against the Company for a total of $10.3 million, including $0.5
million in punitive damages. In addition to damages, Owens-Corning
Fiberglas Corporation ("OCF") has sought approximately $3 million in
attorney's fees as well as prejudgment interest for an amount estimated by
the Company to be approximately $5 million, alleging that the Company
failed to engage in good faith settlement negotiations. The Company has
provided reserves of $14 million at March 31, 1996 ($11 million in the
first quarter of 1996 and $3 million in prior periods). See "Legal
Proceedings."
(5) In March 1996, the Company purchased 350,000 shares of non-voting common
stock of the Company for $35 per share. See Note 12 of the Notes to
Consolidated Financial Statements on page 44 of the Company's 1995 Form
10-K.
(6) In April 1996, the Company purchased a tar distillation plant and certain
assets for approximately $40 million cash. See Notes 3 and 12 on pages 35
and 44, respectively, of the Company's 1995 Form 10-K.
(7) Common stock value subject to redemption decreased by approximately $8
million as a result of cash payment limitations under the terms of
existing debt covenants. See Note 6 of the Notes to Consolidated Financial
Statements on page 38 of the Company's 1995 Form 10-K.
(8) The Company's effective income tax rate for the three months ended March
31, 1996 decreased to 10.4% from 31.2% in the prior year period due
primarily to the effect of first quarter results and projected tax credits
for fiscal year 1996 from the recently acquired Monessen facility of
approximately $8 million.
(9) In March 1995, the FASB issued Statement No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of, which requires impairment losses to be recorded on long-lived assets
used in operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less
than the assets' carrying amount. Statement 121 also addresses the
accounting for long-lived assets that are expected to be disposed of. The
Company adopted Statement 121 in the first quarter of 1996 and the effect
of adoption was not material.
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
MARCH 31,
---------------------
1995 1996
--------- ---------
<S> <C> <C>
NET SALES:
Coke Products......................................... $ 19,279 $ 28,218
Carbon Materials & Chemicals.......................... 46,099 44,278
Railroad & Utility Products........................... 56,823 54,205
--------- ---------
Total............................................... $122,201 $126,701
========= =========
SEGMENT SALES AS PERCENTAGE OF TOTAL:
Coke Products......................................... 15.8% 22.3%
Carbon Materials & Chemicals.......................... 37.7% 34.9%
Railroad & Utility Products........................... 46.5% 42.8%
------ ------
Total............................................... 100.0% 100.0%
GROSS MARGIN BY SEGMENT:
Coke Products......................................... 11.9% 8.8%
Carbon Materials & Chemicals.......................... 20.6% 14.5%
Railroad & Utility Products........................... 13.4% 12.1%
------ ------
Total............................................... 15.9% 12.2%
OPERATING MARGIN BY SEGMENT:
Coke Products......................................... 4.3% 2.1%
Carbon Materials & Chemicals.......................... 13.0% 5.5%
Railroad & Utility Products........................... 7.8% 5.2%
Corporate Unallocated Overhead........................ (1.3%) (1.3%)
------ ------
Total............................................... 8.0% 3.4%
</TABLE>
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1996
AND 1995
Net Sales. Net sales for the three months ended March 31, 1996 were 3.7%
higher than the same period in 1995, due primarily to an increase of 46.4% in
sales of Coke Products which offset decreases of 4.0% for Carbon Materials &
Chemicals and 4.6% for Railroad & Utility Products. The increase in net sales
for Coke Products was due primarily to sales of approximately $10 million from
the Monessen facility, which started production in the fourth quarter of 1995,
coupled with a 5.6% increase in coke price realizations, offset to some extent
by lower production at the Woodward facility of 4.6% due in part to the effect
of winter weather on operations. The reduction in net sales for Carbon
Materials & Chemicals was due primarily to a reduction in phthalic anhydride
("PAA") prices of 34.0% compared to the same period in the prior year,
offsetting a 6.3% increase in carbon pitch volumes coupled with a 4.0%
increase in carbon pitch prices. The reduction in net sales for Railroad &
Utility Products was due primarily to a 10.2% increase in selling prices for
utility poles as compared to the same period last year, which contributed to a
19.7% reduction in volumes for utility poles.
6
<PAGE>
KOPPERS INDUSTRIES, INC.
Gross Profit. As a percent of sales, gross profit decreased to 12.2% in the
first quarter of 1996 from 15.9% the same period last year. This decrease was
due to decreases in gross margins to 8.8% from 11.9% for Coke Products, to
14.5% from 20.6% for Carbon Materials & Chemicals, and to 12.1% from 13.4% for
Railroad & Utility Products. The decrease for Coke Products was due primarily
to weather and operational startup expenses at the Monessen facility in
January and February 1996, as well as higher operating costs at the Woodward
and Monessen facilities as a result of severe winter weather in 1996.
Excluding the expenses of $0.9 million associated with the Monessen startup,
the gross margin in 1996 would have been 11.8%. The decrease in gross margins
for Carbon Materials & Chemicals was due primarily to a 34.0% reduction in PAA
prices. In addition, gross margins in the Carbon Materials & Chemicals
division were negatively impacted by a number of other factors: increased
plant costs associated with severe winter weather; a greater proportion of
creosote sold in the lower margin carbon black market as a result of decreased
shipments to creosote customers who slowed wood treating operations during the
severe winter; and the utilization of higher priced orthoxylene inventories
which were purchased prior to the sharp decline in orthoxylene prices. The
decrease in gross margins for Railroad & Utility Products was due primarily to
higher unit costs from the reduced volumes for utility poles, as well as $0.4
million of higher operating costs at the Company's Somerville facility as a
result of a strike which lasted approximately one month and was settled in
early April 1996. Railroad & Utility Products costs were also negatively
impacted by severe winter weather.
Depreciation and Amortization. The increase in depreciation and amortization
for 1996 as compared to the prior year was due to the acquisitions of the
Somerville crosstie treating plant and the Monessen facility, both of which
were acquired in the Spring of 1995.
Selling, General and Administrative Expense. Selling, general and
administrative expense for the three months ended March 31, 1996 increased to
4.9% of net sales from 4.6% of net sales in the same period last year
primarily as a result of higher costs related to the integration of the
Monessen and Clairton facilities acquisitions and the implementation of newly
initiated logistics improvements in all the Company's businesses.
Equity in Earnings of Affiliates. Equity earnings increased to $1.8 million
for the three months ended March 31, 1996 compared to $1.3 million for the
same period last year as all three affiliates recorded moderately higher
earnings.
Interest Expense. Interest expense increased $0.2 million in the first
quarter of 1996 as compared to the prior year as the result of a higher
average debt level coupled with an increase in the average interest rate of
1.3%.
Income Taxes. The Company's effective income tax rate for the three months
ended March 31, 1996 decreased to 10.4% from 31.2% in the prior year period
due primarily to projected tax credits for Fiscal year 1996 for the recently
acquired Monessen facility.
Net Income (Loss). The net loss of $7.7 million for the three months ended
March 31, 1996 compared to net income of $5.1 million for the same period last
year was the result of an $11 million litigation charge in 1996, as well as
lower operating profits for the businesses due to an increase in costs of
sales in excess of the increase in net sales for this period. See "Legal
Proceedings."
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1996, the Company had cash and cash equivalents of $4.8
million and $17.4 million of availability under the revolving credit facility
for working capital purposes, and letters of credit subject to an aggregate
sublimit of $15.0 million and possible restrictions in particular periods.
Letters of credit from time to time are required by the Company, primarily to
support obligations of the Company such as payment guarantees for insurance
and claims, bid and performance bonds for export sales and general corporate
guarantees. As of
7
<PAGE>
KOPPERS INDUSTRIES, INC.
March 31, 1996, $8.9 million of commitments were utilized by outstanding
standby letters of credit and there were $68.0 million in outstanding
borrowings for working capital purposes.
Cash used by operating activities totaled $5.4 million for the three months
ended March 31, 1996, compared to $3.2 million of cash usage for the same
period last year. The difference was due primarily to a loss of $7.7 million
in 1996 coupled with increased working capital needs (excluding accrued
liabilities) of $13.0 million, which were partially offset by an increase in
accrued liabilities of $11.4 million in 1996 which includes an increase of
$11.0 million related to a provision for a legal judgment. See "Legal
Proceedings." An increase in working capital of $15.3 million due to higher
sales was the primary use of cash in operations for the first three months of
1995.
Capital expenditures, excluding acquisitions, were $6.6 million for the
three months ended March 31, 1996 versus $3.0 million for the same period last
year, with the increase in 1996 due primarily to capital expenditures to bring
the recently acquired Monessen facility to full operating capacity. In April
1996, the Company purchased a tar distillation plant located in Clairton,
Pennsylvania for $39 million subject to post-closing working capital
adjustments. 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 for the purchase of the tar
distillation plant and certain other assets from Aristech Chemical
Corporation, with repayments of $17.5 million required in both 2000 and 2001.
The additional $4 million required for the acquisition was financed through
the revolving credit facility. In March 1996, the Bank Credit Agreement was
amended to increase the revolving credit facility to $100 million, which
includes letters of credit subject to an aggregate sublimit of $15 million.
Proceeds from this facility were used to repay an outstanding $10 million term
loan which had been secured in February 1994.
Financing activities provided $15.4 million in cash for the three months
ended March 31, 1996 compared to $14.8 million for the same period last year.
Cash supplied by financing activities was the result of a net increase of
$39.0 million in the revolving credit facility, partially offset by the $10.0
million term loan repayment and a $12.3 million purchase of 350,000 shares of
non-voting common stock at $35 per share in equal amounts from Cornerstone-
Spectrum, Inc. (formerly Beazer, Inc.) and APT Holdings Corporation. See Note
12 of the Notes to Financial Statements on page 44 of the Company's 1996 Form
10-K.
LITIGATION
On April 3, 1996 a jury verdict was returned against the Company for a total
of $10.3 million including $0.5 million in punitive damages. The Company will
appeal this judgment. In addition to damages, OCF has sought approximately $3
million in attorney's fees, as well as prejudgment interest for an amount
estimated by the Company to be approximately $5 million, alleging that the
Company failed to engage in good faith settlement negotiations. The Company
has provided reserves of $14 million at March 31, 1996 ($11 million in the
first quarter of 1996 and $3 million in prior periods) in connection with this
litigation. The Company has obtained from its lenders consents to exclude for
the first two quarters of 1996 the $11 million charge to earnings from the
calculation of ratios contained in certain financial covenants under its
credit facilities. In addition, the indenture related to the Senior Notes of
the Company restricts the Company's ability to incur certain types of
indebtedness unless the ratio of cash flow to fixed charges in each of the
four quarters preceding the incurrence of such indebtedness is greater than
2.5 to 1. The Company's $11 million charge to earnings in the first quarter of
1996 will adversely affect the Company's ability to incur additional
indebtedness until the second quarter of 1997. See "Legal Proceedings".
8
<PAGE>
KOPPERS INDUSTRIES, INC.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In March 1995, the FASB issued Statement No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,
which requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. Statement 121 also addresses the accounting for long-lived
assets that are expected to be disposed of. The Company adopted Statement 121
in the first quarter of 1996 and the effect of adoption was not material.
9
<PAGE>
PART II--OTHER INFORMATION
ITEM 3. LEGAL PROCEEDINGS
On May 11, 1990, Owens-Corning Fiberglas ("OCF") filed against the Company
seeking damages allegedly resulting from the sale by the Company's
predecessor, Koppers Company, Inc. ("Old Koppers") of coal tar bitumen ("CTB")
from the mid 1970's to the mid 1980's. The OCF litigation relates to problems
experienced with roofing systems sold by OCF which contain CTB sold by Old
Koppers. OCF identified 11 roofs it alleges were built using defective Old
Koppers' CTB. On April 3, 1996 a jury verdict was returned against the Company
for a total of $10.3 million, including $0.5 million in punitive damages. The
Company will appeal the judgment. In addition to damages, OCF has sought
approximately $3 million in attorney's fees as well as prejudgment interest
for an amount estimated by the Company to be approximately $5 million,
alleging that the Company failed to engage in good faith settlement
negotiations. The Company has provided reserves of $14 million at March 31,
1996 ($11 million in the first quarter of 1996 and $3 million in prior
periods).
It is the opinion of management that the ultimate resolution of this matter,
to the extent not previously provided for, will not have a material adverse
effect on the financial condition of the Company. However, depending on the
amount and timing of an unfavorable resolution of this matter, it is possible
that future results of operations and cash flow of the Company as well as its
ability to remain in compliance with certain financial covenants could be
materially adversely affected in a particular period and that the Company's
ability to incur additional debt could be reduced. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Liquidity and Capital Resources--Litigation".
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The annual meeting of stockholders of the Company was held on February
21, 1996 at the corporate offices of the Company.
(b) The Company did not solicit proxies, and the board of directors as
reported on page 9 of the Company's 1995 Form 10-K was re-elected
unanimously in its entirety.
(c) The following item was approved unanimously at the annual meeting of
stockholders:
1. Appointment of Independent Auditors
The appointment of Ernst & Young LLP as independent auditors for the
current fiscal year.
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
Form 8-K dated April 1, 1996 was filed by the Company on April 12, 1996
regarding the purchase of a tar distillation plant from Aristech Chemical
Corporation and the adverse jury verdict against the Company regarding the
Owens-Corning Fiberglas lawsuit.
10
<PAGE>
EXHIBIT 11
KOPPERS INDUSTRIES, INC.
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------
1995 1996
---------- ----------
(UNAUDITED)
<S> <C> <C>
PRIMARY EARNINGS PER SHARE:
Voting common stock outstanding......................... 1,781,529 1,773,180
Non-Voting common stock outstanding..................... -- 1,530,554
Series B Junior Convertible Preferred Stock............. 780,000 --
Common stock equivalents................................ 872,075 --
---------- ----------
Common stock outstanding, including convertible
securities.............................................. 3,433,604 3,303,734
Net income (loss) to common stockholders (000's)........ $ 5,111 $ (7,740)
========== ==========
Primary earnings (loss) per common share.............. $ 1.49 $ (2.34)
========== ==========
FULLY DILUTED EARNINGS PER SHARE:
Voting common stock outstanding......................... 1,781,529 1,773,180
Non-Voting common stock outstanding..................... -- 1,530,554
Series B Junior Convertible Preferred Stock............. 780,000 --
Common stock equivalents................................ 872,075 --
---------- ----------
Common stock outstanding, including convertible
securities.............................................. 3,433,604 3,303,734
Net income (loss) to common stockholders (000's)........ $ 5,111 $ (7,740)
========== ==========
Fully diluted earnings (loss) per common share........ $ 1.49 $ (2.34)
========== ==========
</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 stock warrants were exercised during 1995. For the three months
ended March 31, 1996 common stock equivalents are anti-dilutive and are
therefore excluded from the calculation of common stock outstanding and
earnings per share.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 4,816
<SECURITIES> 0
<RECEIVABLES> 60,310
<ALLOWANCES> (341)
<INVENTORY> 78,279
<CURRENT-ASSETS> 151,409
<PP&E> 256,142
<DEPRECIATION> (107,195)
<TOTAL-ASSETS> 361,432
<CURRENT-LIABILITIES> 59,570
<BONDS> 110,000
0
0
<COMMON> 43,750
<OTHER-SE> 15,735
<TOTAL-LIABILITY-AND-EQUITY> 361,432
<SALES> 126,701
<TOTAL-REVENUES> 0
<CGS> 111,255
<TOTAL-COSTS> 122,454
<OTHER-EXPENSES> 8
<LOSS-PROVISION> (10,946)
<INTEREST-EXPENSE> 3,734
<INCOME-PRETAX> (8,634)
<INCOME-TAX> (894)
<INCOME-CONTINUING> (7,740)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,740)
<EPS-PRIMARY> (2.34)
<EPS-DILUTED> 0
</TABLE>
