BALTEK CORP
10-Q, 1999-08-16
MILLWOOD, VENEER, PLYWOOD, & STRUCTURAL WOOD MEMBERS
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                                 UNITED STATES
                       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, 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 number 2-44764

                               BALTEK CORPORATION
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)



             Delaware                                       13-2646117
   --------------------------------                      -------------------
   (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or  organization)                        Identification No.)


           10 Fairway Court, P.O. Box 195, Northvale, New Jersey 07647
          -------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                  201-767-1400
                                  ------------
               Registrant's telephone number, including area code


(Former  name,  former  address and formal  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  [ ]


       Common shares of stock outstanding as of August 7, 1999: 2,523,261 shares
<PAGE>
BALTEK CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS
- --------------------------------------------------------------------------------




PART I.  FINANCIAL INFORMATION:

     ITEM 1.  FINANCIAL STATEMENTS:

        Consolidated Balance Sheets as of June 30, 1999 and December 31, 1998

        Consolidated  Statements  of Income and Retained  Earnings for the Three
           and Six Months Ended June 30, 1999 and 1998

        Consolidated Statements of Cash Flows for the Six Months
           Ended June 30, 1999 and 1998

        Notes to Consolidated Financial Statements

     ITEM 2.  Management's Discussion and Analysis of Financial Condition
        and Results of Operations

PART II.  OTHER INFORMATION:

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K



<PAGE>
<TABLE>
<CAPTION>
                                BALTEK CORPORATION AND SUBSIDIARIES
                                    CONSOLIDATED BALANCE SHEETS
                           (Dollars in Thousands, except per share data)

                                                                          June 30,   December 31,
ASSETS                                                                      1999         1998
                                                                           -------     -------
                                                                         (Unaudited)
<S>                                                                        <C>         <C>
CURRENT ASSETS:
  Cash and cash equivalents ..........................................     $ 1,812     $ 1,056
  Accounts receivable, net ...........................................       9,544       6,942
  Inventories ........................................................      19,590      14,667
  Prepaid expenses ...................................................         407         425
  Other ..............................................................         958       1,148
                                                                           -------     -------

           Total current assets ......................................      32,311      24,238

PROPERTY, PLANT AND EQUIPMENT, Net ...................................      13,354      13,114

TIMBER AND TIMBERLANDS ...............................................       8,181       8,186

OTHER ASSETS .........................................................         535         539
                                                                           -------     -------

           Total assets ..............................................     $54,381     $46,077
                                                                           =======     =======

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Notes payable ......................................................     $10,191     $ 4,681
  Accounts payable ...................................................       5,343       2,438
  Income tax payable .................................................         147         216
  Accrued salaries, wages and bonuses payable ........................         634       1,440
  Accrued expenses and other liabilities .............................       1,062         876
  Current portion of long-term debt ..................................         349         449
  Current portion of obligation under capital lease ..................         400         381
                                                                           -------     -------

           Total current liabilities .................................      18,126      10,481

OBLIGATION UNDER CAPITAL LEASE .......................................         753         961

LONG-TERM DEBT .......................................................         240         620

UNION EMPLOYEE TERMINATION BENEFITS ..................................         172         235
                                                                           -------     -------

           Total liabilities .........................................      19,291      12,297
                                                                           -------     -------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                BALTEK CORPORATION AND SUBSIDIARIES
                                    CONSOLIDATED BALANCE SHEETS
                           (Dollars in Thousands, except per share data)

                                                                           June 30,  December 31,
                                                                             1999         1998
                                                                         (Unaudited)
<S>                                                                        <C>         <C>
STOCKHOLDERS' EQUITY:
  Preferred stock, $1.00 par; 5,000,000 shares authorized and unissued          --          --
   Common stock, $1.00 par; 10,000,000 shares authorized,
    2,523,261 shares issued and outstanding ..........................       2,523       2,523
  Additional paid-in capital .........................................       2,157       2,157
  Retained earnings ..................................................      30,410      29,100
                                                                           -------     -------

           Total stockholders' equity ................................      35,090      33,780
                                                                           -------     -------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...........................     $54,381     $46,077
                                                                           =======     =======
</TABLE>

See notes to consolidated financial statements.
 <PAGE>
<TABLE>
<CAPTION>
                                         BALTEK CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED)
                                    (Dollars in Thousands, except per share data)

                                                             Three Months                      Six Months
                                                             Ended June 30,                   Ended June 30,
                                                         1999             1998             1999             1998
                                                    -----------      -----------      -----------      -----------
<S>                                                 <C>              <C>              <C>              <C>
NET SALES .....................................     $    22,927      $    17,902      $    41,026      $    33,716

COST OF PRODUCTS SOLD .........................          18,055           13,332           31,451           25,546

SELLING , GENERAL AND
  ADMINISTRATIVE EXPENSES .....................           3,438            3,167            7,062            5,890
                                                    -----------      -----------      -----------      -----------

            Operating income ..................           1,434            1,403            2,513            2,280
                                                    -----------      -----------      -----------      -----------

OTHER INCOME (EXPENSE):
   Interest expense ...........................            (371)            (393)            (633)            (692)
   Foreign exchange (loss) gain ...............             (23)              50              (11)             177
   Other, net .................................               2                1                3                2
                                                    -----------      -----------      -----------      -----------

            Total .............................            (392)            (342)            (641)            (513)
                                                    -----------      -----------      -----------      -----------


INCOME BEFORE INCOME TAXES ....................           1,042            1,061            1,872            1,767

INCOME TAX PROVISION ..........................             313              319              562              531
                                                    -----------      -----------      -----------      -----------

NET INCOME ....................................             729              742            1,310            1,236

RETAINED EARNINGS,
  BEGINNING OF PERIOD .........................          29,681           26,335           29,100           25,841
                                                    -----------      -----------      -----------      -----------

RETAINED EARNINGS,
  END OF PERIOD ...............................     $    30,410      $    27,077      $    30,410      $    27,077
                                                    ===========      ===========      ===========      ===========

AVERAGE SHARES OUTSTANDING ....................       2,523,261        2,523,261        2,523,261        2,523,261
                                                    ===========      ===========      ===========      ===========

EARNINGS PER COMMON SHARE .....................     $      0.29      $      0.29      $      0.52      $      0.49
                                                    ===========      ===========      ===========      ===========
</TABLE>

See notes to consolidated financial statements
<PAGE>
<TABLE>
<CAPTION>
                       BALTEK CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                             (Dollars in Thousands)

                                                                 Six Months
                                                               Ended June 30,
                                                             1999         1998
                                                           -------      -------

<S>                                                        <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income .........................................     $ 1,310      $ 1,236
  Adjustments to reconcile net income to net cash
    (used in) provided by operating activities:
    Depreciation and amortization ....................       1,618        1,119
    Foreign exchange loss (gain) .....................          11         (177)
    Deferred taxes ...................................          25           16
    Changes in assets and  liabilities,  net of the
     effect of foreign  currency translation:
        Accounts receivable ..........................      (2,605)      (1,406)
        Inventories ..................................      (4,501)       1,916
        Prepaid expenses and other current assets ....         212          (80)
        Other assets .................................         (22)           8
        Accounts payable and accrued expenses ........       2,415           29
        Income taxes payable..........................         (74)         314
        Other ........................................         (78)           5
                                                           -------      -------

           Net cash (used in) provided by operating
             activities ..............................      (1,689)       2,980
                                                           -------      -------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Net acquisitions of property, plant and equipment ..      (1,366)      (1,672)
  Increase in timber and timberlands .................        (416)        (784)
  Acquisition of assets of seafood import business....        (491)          --
                                                           -------      -------

           Net cash (used in)  investing activities ..      (2,273)      (2,456)
                                                           -------      -------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase in notes payable, net .....................       5,510          310
  Borrowings of long-term debt .......................        --            580
  Payments of long-term debt .........................        (581)      (1,174)
  Principal payments under capital lease .............        (191)        (168)
                                                           -------      -------

           Net cash provided by (used in) financing
             activities ..............................       4,738         (452)
                                                           -------      -------

EFFECT OF EXCHANGE RATE CHANGES ON CASH ..............         (20)         232
                                                           -------      -------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                       BALTEK CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                             (Dollars in Thousands)
                                  (continued)

                                                                 Six Months
                                                               Ended June 30,
                                                             1999         1998
                                                           -------      -------

<S>                                                        <C>          <C>
NET INCREASE IN
  CASH AND CASH EQUIVALENTS ..........................         756          304

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD ................................       1,056        1,177
                                                           -------      -------

CASH AND CASH EQUIVALENTS,
  END OF PERIOD ......................................     $ 1,812      $ 1,481
                                                           =======      =======

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest .........................................     $   529      $   506
                                                           =======      =======

    Income taxes .....................................     $   535      $   176
                                                           =======      =======
</TABLE>

See notes to consolidated financial statements.
<PAGE>
BALTEK CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------


1.    BASIS OF PRESENTATION

      The information  included in the accompanying interim financial statements
      is unaudited. In the opinion of management, all adjustments, consisting of
      normal recurring accruals necessary for a fair presentation of the results
      of operations,  financial  position and cash flows for the interim periods
      presented  have been reflected  herein.  The results of operations for the
      interim  periods  are not  necessarily  indicative  of the  results  to be
      expected for the entire year. The statements should be read in conjunction
      with  the  accounting   policies  and  notes  to  consolidated   financial
      statements included in the Company's 1998 Annual Report on Form 10-K.


2.    INVENTORIES

      Inventories are summarized as follows (amounts in thousands):
<TABLE>
<CAPTION>

                                            June  30,       December 31,
                                              1999               1998
                                            -------            -------
<S>                                         <C>                <C>
          Raw materials ..........          $ 8,472            $ 6,407
          Work-in-process ........            3,870              4,476
          Finished goods .........            7,248              3,784
                                            -------            -------

                                            $19,590            $14,667
                                            =======            =======
</TABLE>

3.    NOTES PAYABLE

      The Company's  primary  domestic  credit  facility,  which by its original
      terms expired on May 31, 1999, has been extended until September 30, 1999.
      The Company has also obtained another secured domestic credit facility for
      $3 million,  which  expires on August 31,  1999.  The Company is currently
      discussing the terms of a new facility with its domestic bank.

4.     ACQUISITION

      In April 1999, the Company signed an agreement to purchase  certain assets
      and inventory totaling  approximately  $500,000 from the seafood importing
      subsidiary  of Nissho Iwai  Corporation.  The  acquisition  increases  the
      Company's  presence in the seafood industry and allows the Company to sell
      not only shrimp but many other types of seafood,  including lobster,  crab
      and salmon.  Although this acquisition was not formalized until April, the
      Company,  by mutual  informal  agreement  with  Nissho  Iwai,  effectively
      commenced importing operations during the first quarter.
<PAGE>
5.     SEGMENT INFORMATION

      The  Company  and  its  subsidiaries   operate  in  two  segments,   as  a
      manufacturer   and  supplier  of  core  materials  to  various   composite
      industries,  and in the seafood  business as a shrimp producer and seafood
      importer.  The segments are managed and reported separately because of the
      difference  in products  they produce and markets they serve.  The Company
      evaluates   performance  based  on  operating  income,   i.e.  results  of
      operations  before  interest,  income taxes and foreign exchange gains and
      losses. There are no intersegment sales.

      Because of the Company's expanded operations as a result of its entry into
      the seafood import business,  the segment formerly referred to as "Shrimp"
      will hereinafter be described as "Seafood", which more accurately reflects
      the  Company's  diverse  operations  as  a  shrimp  producer  and  seafood
      importer.

      Information  about the  Company's  operations by segment for the three and
      six months ended June 30, 1999 and 1998 is as follows (in thousands):
<TABLE>
<CAPTION>
                                            Three Months            Six Months
                                           Ended June 30,          Ended June 30,
                                          1999       1998        1999        1998
                                        -------     -------     -------     -------
<S>                                     <C>         <C>         <C>         <C>
Net Sales to unaffiliated customers
Core materials segment ............     $15,279     $14,105     $28,653     $26,493
Seafood segment ...................       7,648       3,797      12,373       7,223
                                        -------     -------     -------     -------
Total net sales ...................     $22,927     $17,902     $41,026     $33,716
                                        =======     =======     =======     =======

Operating Income
Core materials segment ............     $   849     $   973     $ 1,362     $ 1,441
Seafood segment ...................         585         429       1,151         839
                                        -------     -------     -------     -------
Total operating income ............     $ 1,434     $ 1,402     $ 2,513     $ 2,280
                                        =======     =======     =======     =======
</TABLE>
6.     NEW ACCOUNTING STANDARDS

     Derivatives and Hedging Activities

      In June 1998,  the  Financial  Accounting  Standards  Board (FASB)  issued
      Statement of Financial  Accounting  Standards (SFAS) No. 133,  "Accounting
      for Derivative and Hedging  Activities." This statement  requires that all
      derivatives  be measured at fair value and  recognized as either assets or
      liabilities on our balance sheet. Changes in the fair values of derivative
      instruments will be recognized in either earnings or comprehensive income,
      depending on the designated use and effectiveness of the instruments.  The
      FASB amended this  pronouncement  in June 1999 to defer the effective date
      of SFAS No. 133 for one year.

      Under the amended pronouncement,  we must adopt SFAS No. 133 no later than
      January 1, 2001.  The  adoption of SFAS No. 133 is not  expected to have a
      material  effect on the  Company's  results  of  operations  or  financial
      condition.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations.

Liquidity and Capital Resources

         The  primary  sources  of  liquidity  historically  have  been  and are
expected to continue to be cash flow  generated  from  operations  and available
borrowings under short-term lines of credit. The Company has increased available
borrowings  under  domestic  lines of credit to $10  million to provide  for its
anticipated working capital requirements (the Company continues to have lines of
credit in Ecuador and Europe totaling  approximately $6 million).  The Company's
recently  expanded  operations  as a seafood  importer are expected to require a
significant  amount of working  capital,  particularly to finance  inventory and
accounts receivable. The Company may, accordingly,  seek additional increases in
its working capital facility in the near term to finance its growth.  Because of
expected growth in its core materials  segment and shrimp producing  activities,
the Company may seek long-term financing for significant capital expenditures.

         The Company's  financial position remains strong. At June 30, 1999, the
Company  had  working  capital of $14.2  million  compared  to $13.8  million at
December 31, 1998.  Inventories  and accounts  receivable  increased  during the
quarter  as a  result  of  the  Company's  growth  and  expansion  into  seafood
importing.  Notes  payable  also  increased  during the quarter;  the  increased
borrowings were used to finance higher levels of working capital.


Results of Operations for the Three and Six Months
Ended June 30, 1999 and 1998

         Total sales increased 28% and 22%,  respectively,  during the three and
six-month  periods  ended June 30,  1999 as compared to the same period in 1998.
The increase was due to increased core materials sales and significant increases
in seafood sales.

         Core material  sales were  $15,279,000  and  $14,105,000  for the three
months  ended  June  30,  1999  and  1998,  respectively,  and  $28,653,000  and
$26,493,000 for the six months ended June 30, 1999 and 1998,  respectively.  The
favorable  economy  continues to result in strong demand in all industries  that
use core materials,  including the largest customer group, the boating industry.
Many of the Company's end user markets,  including boating, are highly cyclical.
Demand  within  those   industries  is  dependent  upon,  among  other  factors,
inflation,  interest rates and consumer  confidence.  Fluctuating interest rates
and other changes in economic  conditions make it difficult to forecast short or
long range trends.  The increase in core material sales in 1999 compared to 1998
was attributable to higher volume and, to a lesser extent, improved pricing.

         Seafood sales were $7,648,000 and $3,797,000 for the three months ended
June 30, 1999 and 1998, respectively, and $12,373,000 and $7,223,000 for the six
months ended June 30, 1999 and 1998 respectively. The increase was the result of
sales of seafood  products from the Company's new import  business,  which began
during the first quarter (see Note 4).

         The gross  margin  declined for the three and six month  periods  ended
June 30, 1999 compared to the same period in 1998. The margins for the Company's
core products improved  slightly,  primarily due to improved pricing.  The gross
margin from seafood sales  decreased,  primarily due to lower selling prices for
shrimp products.
<PAGE>
         Selling,  general and administrative (SG&A) expenses as a percentage of
sales  declined in the first six months of 1999 as compared to 1998.  The import
business,  which began during the first quarter of 1999, had a lower  percentage
of S,G&A  expenses as compared to the Company's  historical  relationship.  This
reduced  S,G&A as a  percentage  of sales  during  the first six  months  and is
expected to continue to reduce the percentage during the remainder of 1999.

         Sales and  expenses  were  affected  in all  periods  by the  different
exchange  rates  applied in  remeasuring  the books of accounts of the Company's
foreign subsidiaries.

         Interest expense  decreased in the first six months of 1999 as compared
to 1998.  In 1999,  the  Company's  short-term  borrowings  for working  capital
purposes  in Ecuador  were US dollar  denominated  loans.  In 1998,  the Company
borrowed money for working capital purposes in Ecuador in local currency (sucre)
denominated loans. These sucre loans bear higher interest rates than U.S. dollar
loans which is partially  offset by gains  resulting from the devaluation of the
sucre. This practice of using sucre denominated loans increased interest expense
in 1998 but also created a  corresponding  foreign  exchange gain. The Company's
interest  rate on U.S.  loans  was  lower  in 1999 as  compared  to 1998 and its
average  borrowings were  significantly  higher in 1999 as compared to 1998. The
level of borrowing in all periods is related to the  Company's  working  capital
needs and cash flows generated from operations.

         The  Company  had a  foreign  exchange  loss of  $10,000  and a gain of
$177,000 for the six month periods  ended June 30, 1999 and 1998,  respectively.
Gains were lower in 1999 due to the Company's  shift in borrowings from sucre to
dollar  denominated  loans  described  above.  In March of 1998,  the Ecuadorian
government  weakened its currency's  trading band against the dollar effectively
devaluing the local currency.  Translation gains and losses are mainly caused by
the  relationship of the U.S. dollar to the foreign  currencies in the countries
where the Company operates,  and arise when remeasuring foreign currency balance
sheets into U.S.  dollars.  The Company utilizes  foreign exchange  contracts to
hedge  certain  inventory  purchases.  The Company  does not enter into  foreign
currency transactions for speculative purposes. Management is unable to forecast
the  impact  of  translation  gains  or  losses  on  future  periods  due to the
unpredictability in the fluctuation of foreign exchange.

        The  provision  for  income  taxes  was at the  rate  of 30% of  pre-tax
earnings for the three and six months ended June 30, 1999 and 1998.


Year 2000

         The Year 2000 issue is the result of computer  programs  being  written
using two digits  rather than four  digits to define the  applicable  year.  Any
program software and hardware, as well as certain equipment and machinery,  that
are date  sensitive may recognize a date using "00" as the Year 1900 rather than
the Year 2000. This could result in a system failure or miscalculations  causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions  or engage in normal  business  activities for both the
Company and its customers who rely on its products.

         The  Company  has  divided  the Year 2000  issue  into two main  areas:
internal  information  technology ("IT") and non-IT systems,  including embedded
technology  such as  microprocessors;  and external  agents  including  critical
suppliers,  customers and other third  parties the Company  utilizes for various
processing functions.
<PAGE>
         During  the  second  quarter  of  1999,   the  Company   completed  the
implementation  of  the   mission-critical   modules  of  the   fully-integrated
Enterprise Resource Planning ("ERP") system purchased from a third party vendor.
The vendor has  committed  that the ERP  software  is Year 2000  compliant.  The
Company  now  believes  its  internal IT systems  are Year 2000  compliant.  The
Company may decide to utilize additional capabilities of its ERP system and make
use  of  other  information   technologies  as  they  become  available  in  the
marketplace.  These expenditures will be largely  discretionary in that they are
not mission-critical systems and are not expected to be material.

         Current  plans  call for the ERP system to be  implemented  in the U.S.
only, not in the Company's European or Ecuadorian subsidiaries.  The Company has
identified  all  significant  IT  and  non-IT  applications  that  will  require
modification at these  locations.  The  modifications  were completed in Ecuador
during the second  quarter of 1999 and are  expected to be  completed  in Europe
during the third quarter.

          The  Company  has  continued  to assess its Year 2000  exposure  as it
pertains to non-IT  systems,  including  manufacturing  process  control and key
third party  relationships,  such as vendors and  customers.  This  includes the
process of identifying  and  prioritizing  critical  suppliers and customers and
communicating  with them about their plans and progress in  addressing  the Year
2000 problem.  The Company also utilizes third-party vendors for processing data
and  payments,  e.g.,  payroll  services,  401(k)  plan  administration,   check
processing,  medical benefits processing, etc. Communications with these vendors
to determine the status of their systems was completed  during the first quarter
of 1999 and  updated as  necessary.  The  individual  compliance  of these third
parties varied significantly,  and it is expected that the Company will continue
to monitor the progress of compliance on an ongoing basis in 1999.  Should these
vendors  not be  compliant  in a timely  manner,  the Company may be required to
process transactions manually or delay processing until such time as the vendors
are Year 2000 compliant.

         Although the Company  anticipates that minimal business disruption will
occur as a result of Year  2000  issues,  there is no  guarantee  that  possible
"worst  case" Year 2000 issues of third party  vendors and  suppliers  would not
impact the Company.  To date the Company has not developed a formal  contingency
plan for  non-compliance  and will  develop  such  plans as  necessary  based on
information obtained from third parties, as well as the evaluation of its IT and
non-IT systems.

         The future costs of the Company's  Year 2000 efforts are expected to be
funded  through  existing cash resources and future  operating  cash flows.  The
requirements  for the  correction  of Year 2000 issues and the date on which the
Company  believes  it will  complete  the Year 2000  modifications  are based on
management's  current  best  estimates,  which were derived  utilizing  numerous
assumptions of future events,  including the continued  availability  of certain
resources,  third-party modification plans and other factors. However, there can
be no guarantee  that these  estimates will be achieved and actual results could
differ materially from those  anticipated.  Specific factors that may cause such
material  differences  include,  but are not  limited  to, the  availability  of
personnel  trained in this area,  the ability to locate and collect all relevant
computer data and similar uncertainties.

                                    * * * * *
<PAGE>
Forward Looking Statements - Cautionary Factors

         The  foregoing   discussion  and  analysis   contains   forward-looking
statements  regarding  the Company.  Because such  statements  include risks and
uncertainties,  actual  results may differ  materially  from those  expressed or
implied by such  forward-looking  statements.  Factors  that could cause  actual
results  to  differ  materially  include,  but  are  not  limited  to,  economic
conditions  in the  United  States,  Europe and  Ecuador  that  affect  relative
interest rates, foreign exchange rates and other costs and prices related to the
Company's business.



<PAGE>
PART II.  OTHER INFORMATION


Item 4.     Submission of Matters to a vote of Security Holders

            On  May  27,1999  the  Company   conducted  its  annual  meeting  of
            shareholders.  Of the 2,523,261 shares of the Company's common stock
            entitled to vote at the  meeting,  2,268,296  shares were present at
            the meeting in person or by proxy.

            The seven people  designated by the Company's  board of directors as
            nominees for director were elected, with voting as follows:

                  Nominee                   Votes For            Votes Withheld
                  -------                   ---------            --------------
                  Jacques Kohn......        2,264,484                 3,812
                  Jean Kohn.........        2,264,284                 4,012
                  Henri-Armand Kohn.        2,264,284                 4,012
                  Margot W. Kohn....        2,263,584                 4,712
                  William F. Nicklin        2,264,884                 3,412
                  Bernard J. Wald...        2,263,709                 4,587
                  Benson J. Zeikowitz       2,264,384                 3,912

            Stockholders  voted to ratify the  appointment  of Deloitte & Touche
            LLP as the independent  auditors for the Company for the year ending
            December 31,  1999.  There were  2,267,721  shares voted in favor of
            ratification, 575 votes against and no abstentions.

Item 6.   Exhibits and Reports on Form 8-K

(A)       Exhibits:

          11.   An exhibit  showing the  computation  of  per-share  earnings is
                omitted because the  computation can be clearly  determined from
                the material contained in this Quarterly Report on Form 10-Q.

          27.   Financial Data Schedule.

(B) Reports on Form 8-K:

          No report has been filed during the six months ended June 30, 1999.


<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.



                                           BALTEK CORPORATION
                                               (Registrant)


Date:  August  13, 1999                   /s/Jacques Kohn
                                          ---------------
                                          Jacques Kohn
                                          President



Date:  August  13, 1999                   /s/Ronald Tassello
                                          ------------------
                                          Ronald Tassello
                                          Chief Financial Officer and Treasurer




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from Baltek Corporation and
subsidiaries  consolidated financial statements and related exhibits for the six
months ended June 30, 1999 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               JUN-30-1999
<CASH>                                       1,812,000
<SECURITIES>                                         0
<RECEIVABLES>                                9,732,000
<ALLOWANCES>                                   188,000
<INVENTORY>                                 19,590,000
<CURRENT-ASSETS>                            32,311,000
<PP&E>                                      35,524,000
<DEPRECIATION>                              22,170,000
<TOTAL-ASSETS>                              54,381,000
<CURRENT-LIABILITIES>                       18,126,000
<BONDS>                                              0
                                0
                                          0
<COMMON>                                     2,523,000
<OTHER-SE>                                  32,567,000
<TOTAL-LIABILITY-AND-EQUITY>                54,381,000
<SALES>                                     41,026,000
<TOTAL-REVENUES>                            41,026,000
<CGS>                                       31,451,000
<TOTAL-COSTS>                               38,513,000
<OTHER-EXPENSES>                               641,000
<LOSS-PROVISION>                                52,000
<INTEREST-EXPENSE>                             633,000
<INCOME-PRETAX>                              1,872,000
<INCOME-TAX>                                   562,000
<INCOME-CONTINUING>                          1,310,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,310,000
<EPS-BASIC>                                       0.52
<EPS-DILUTED>                                     0.52


</TABLE>


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