<PAGE>
Page 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[ 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
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 1-6922
GUILFORD MILLS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-1995928
- -------------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) number)
4925 West Market Street, Greensboro, N.C. 27407
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code - (910) 316-4000
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 ( )
Number of shares of common stock outstanding
at June 30, 1996 14,441,887
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Page 2
GUILFORD MILLS, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1996
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
The consolidated financial statements included herein have been
prepared by Guilford Mills, Inc. (the "Company" or "Guilford"), without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
The Consolidated Balance Sheet as of October 1, 1995 has been taken from the
audited financial statements as of that date. Certain information and note
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading. These
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
latest annual report on Form 10-K for the year ended October 1, 1995 and Form
8-K and Form 8-K/A filed February 1, 1996 and April 1, 1996 respectively.
The consolidated financial statements included herein reflect all
adjustments (none of which are other than normal recurring accruals) which are,
in the opinion of management, necessary for a fair presentation of the
information included. The following consolidated financial statements are
included:
Consolidated Statements of Income for the thirty-nine weeks ended June
30, 1996 and July 2, 1995
Consolidated Statements of Income for the thirteen weeks ended June 30,
1996 and July 2, 1995
Consolidated Balance Sheets as of June 30, 1996 and October 1, 1995
Consolidated Statements of Cash Flows for the thirty-nine weeks ended
June 30, 1996 and July 2, 1995
Condensed Notes to Consolidated Financial Statements
<PAGE>
Page 3
Guilford Mills, Inc.
C O N S O L I D A T E D S T A T E M E N T S O F I N C O M E
For the Thirty-nine weeks Ended June 30, 1996 and July 2, 1995
(In thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
JUNE 30, July 2,
1996 1995
<S> <C> <C>
NET SALES $613,485 $595,141
COSTS AND EXPENSES:
Cost of goods sold 507,441 486,348
Selling and administrative 58,754 54,877
566,195 541,225
OPERATING INCOME 47,290 53,916
INTEREST EXPENSE 12,733 11,041
OTHER EXPENSE, NET 2,498 2,777
INCOME BEFORE INCOME TAX PROVISION 32,059 40,098
INCOME TAX PROVISION 10,789 13,372
NET INCOME $ 21,270 $ 26,726
NET INCOME PER SHARE:
Primary $1.49 $1.92
Fully Diluted 1.39 1.75
DIVIDENDS PER SHARE $.45 $.45
</TABLE>
See accompanying condensed notes to consolidated financial statements.
<PAGE>
Page 4
Guilford Mills, Inc.
C O N S O L I D A T E D S T A T E M E N T S O F I N C O M E
For the Thirteen Weeks Ended June 30, 1996 and July 2, 1995
(In thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
JUNE 30, July 2,
1996 1995
<S> <C> <C>
NET SALES $232,202 $210,762
COSTS AND EXPENSES:
Cost of goods sold 187,134 173,460
Selling and administrative 20,089 16,124
207,223 189,584
OPERATING INCOME 24,979 21,178
INTEREST EXPENSE 4,867 3,858
OTHER EXPENSE, NET 1,059 789
INCOME BEFORE INCOME TAX PROVISION 19,053 16,531
INCOME TAX PROVISION 6,413 5,284
NET INCOME $ 12,640 $ 11,247
NET INCOME PER SHARE:
Primary $.87 $.80
Fully Diluted .79 .73
DIVIDENDS PER SHARE $.15 $.15
</TABLE>
See accompanying condensed notes to consolidated financial statements.
<PAGE>
Page 5
Guilford Mills, Inc.
C O N S O L I D A T E D B A L A N C E S H E E T S
June 30,1996 and October 1, 1995
(In thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
JUNE 30, October 1,
1996 1995
-------------------- -----------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 32,894 $ 17,964
Accounts receivable, net 173,426 148,656
Inventories (Note 3) 137,306 106,008
Prepaid income taxes 5,274 5,530
Other current assets 8,312 7,769
Total current assets 357,212 285,927
Property, net (Note 4) 301,583 244,592
Cash surrender value of life insurance, net of policy loans 40,948 37,676
Other 21,991 18,176
Total assets $721,734 $586,371
LIABILITIES
Short-term borrowings 51,292 $ 9,587
Current maturities of long-term debt 8,854 4,078
Accounts payable 54,780 54,677
Accrued liabilities 50,649 39,352
Total current liabilities 165,575 107,694
Long-term debt 225,563 166,368
Deferred income taxes 20,038 17,518
Other deferred liabilities 24,191 25,011
Minority interest 1,877 2,231
Total liabilities 437,244 318,822
STOCKHOLDERS' INVESTMENT
Preferred stock, $1 par; 1,000,000 shares authorized, none issued -- --
Common stock, $.02 par; 40,000,000 shares authorized, 19,629,199
shares issued, 14,441,887 shares outstanding at June 30, 1996
and 14,108,721 shares outstanding at October 1, 1995 393 393
Capital in excess of par 39,176 37,467
Retained earnings 300,679 285,880
Foreign currency translation loss (12,700) (10,110)
Unamortized stock compensation (619) (1,260)
Treasury stock, at cost (5,187,312 shares at June 30, 1996 and
5,520,478 shares at October 1, 1995) (42,439) (44,821)
Total stockholders' investment 284,490 267,549
Total liabilities and stockholders' investment $721,734 $586,371
</TABLE>
See accompanying condensed notes to consolidated financial statements.
<PAGE>
Page 6
Guilford Mills, Inc.
C O N S O L I D A T E D S T A T E M E N T S O F C A S H F L O W S
For the Thirty-nine weeks
Ended June 30, 1996 and July 2, 1995
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
JUNE 30, July 2,
1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 21,270 $ 26,726
Non-cash items included in net income --
Depreciation and amortization 40,894 35,185
Loss (Gain) on disposition of property 102 (80)
Minority interest in Net (Loss)/Income (37) 194
Deferred income taxes 3,102 672
(Increase) decrease in cash surrender value of life insurance,
net of policy loans (3,085) 74
Compensation earned under restricted stock plan 641 1,227
Changes in assets and liabilities --
Receivables (14,909) (10,952)
Inventories (3,105) (5,426)
Other current assets (493) (1,615)
Accounts payable (4,513) (2,876)
Accrued liabilities 8,551 10,638
Other (1,313) (458)
Net cash provided by operating activities 47,105 53,309
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property (42,480) (40,250)
Proceeds from disposition of property 1,136 389
Proceeds from sale of other assets -- 2,600
(Increase) decrease in other assets (4,272) 2,116
Purchase of business, net of cash acquired (19,302) --
Net cash used in investing activities (64,918) (35,145)
CASH FLOWS FROM FINANCING ACTIVITIES:
Short-term borrowings (repayments), net 47,529 (3,839)
Payments of long-term debt (67,001) (2,318)
Proceeds from issuance of long-term debt 58,777 6,191
Cash dividends (6,471) (6,333)
Common stock options exercised 640 701
Net cash provided by (used in) financing activities 33,474 (5,598)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS (731) (2,655)
NET INCREASE IN CASH AND CASH EQUIVALENTS 14,930 9,911
EQUIVALENTS
BEGINNING CASH AND CASH EQUIVALENTS 17,964 6,110
ENDING CASH AND CASH EQUIVALENTS $ 32,894 $ 16,021
</TABLE>
See accompanying condensed notes to consolidated financial statements.
<PAGE>
Page 7
GUILFORD MILLS, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1996
(In thousands except share data)
(Unaudited)
1. Seasonal Fluctuations -- Results for any portion of a year are not
necessarily indicative of the results to be expected for a full year, due to
seasonal aspects of the textile industry.
2. Per Share Information -- Primary net income per share information has been
computed by dividing net income by the weighted average number of shares of
common stock, par value $.02 per share, of the Company (the "Common Stock") and
Common Stock equivalents outstanding during the periods. The average shares used
in computing primary net income per share for the thirty-nine weeks ended June
30, 1996 and July 2, 1995 were 14,191,000 and 13,946,000, respectively. The
average shares used in computing primary net income per share for the thirteen
weeks ended June 30, 1996 and July 2, 1995 were 14,472,000 and 14,083,000,
respectively.
Fully diluted income per share information also considers as applicable (i)
the dilutive effect, if any, assuming that the Company's convertible debentures
were converted at the beginning of the current fiscal period, with earnings
being increased by the interest expense, net of income taxes, that would not
have been incurred had conversion taken place and (ii) any additional dilutive
effect for stock options and restricted stock grants. The average shares used in
computing fully diluted net income per share for the thirty-nine weeks ended
June 30, 1996 and July 2, 1995 were 16,540,000 and 16,274,000, respectively. The
average shares used in computing fully diluted net income per share for the
thirteen weeks ended June 30, 1996 and July 2, 1995 were 16,735,000 and
16,333,000, respectively.
3. Inventories -- Inventories are carried at the lower of cost or market. Cost
is determined for the majority of all inventories using the LIFO (last-in,
first-out) method.
Inventories at June 30, 1996 and October 1, 1995 consisted of the
following:
<TABLE>
<CAPTION>
June 30, October 1,
1996 1995
------------------ -----------------
<S> <C> <C>
Finished goods $ 52,080 $ 45,745
Raw materials and work in process 92,233 69,786
Manufacturing supplies 13,318 11,968
------------------
-----------------
Total inventories valued at first-in, first-out (FIFO) cost 157,631 127,499
Less -- Adjustments to reduce FIFO cost to LIFO cost, net (20,325) (21,491)
------------------ -----------------
Total inventories $137,306 $106,008
================== =================
</TABLE>
4. Accumulated Depreciation -- Accumulated depreciation at June 30, 1996 and
October 1, 1995 was $340,476 and $302,576 respectively.
<PAGE>
Page 8
5. Acquisition -- On January 17, 1996, the Company acquired 100% of the
outstanding capital stock of Hofmann Laces, Ltd., Raschel Fashion Interknitting,
Ltd., and Curtains and Fabrics, Inc. (collectively, "Hofmann Laces"). Hofmann
Laces produces knitted lace fabrics for the apparel, intimate apparel and home
furnishings markets. Hofmann Laces also produces stretch knit fabric for the
apparel, intimate apparel and swimsuit markets. Pursuant to the stock purchase
agreement, the aggregate purchase price consisted of three components: (i) a
cash payment of $22,007, representing an estimate of the combined net worth of
Hofmann Laces as of December 31, 1995, less a loan described below, (ii) 200,000
shares of the Company's Common Stock delivered to the seller at the closing
date, the further transfer of which is prohibited, with certain exceptions,
until December 31, 2000 and (iii) a contingent payment, payable in cash or
shares of the Company's Common Stock, or a combination of cash and Common Stock
based on a specified formula for the five year period ending December 31, 2000.
In addition, the Company loaned one of the Hofmann Laces' companies $16,500, an
amount equal to such company's accumulated adjustments account which was
distributed to the seller at the closing date. The acquisition was accounted for
using the purchase method of accounting and accordingly the purchase price was
allocated to assets and liabilities based on their estimated fair values as of
the date of the acquisition.
The following unaudited pro forma information shows the results of the
Company's operations as though the purchase had been made at the beginning of
the second quarter of fiscal 1995: for the thirty-nine weeks ended July 2, 1995,
sales of $635.4 million, net income of $32.1 million, and primary earnings per
share of $2.27; for the thirteen weeks ended July 2, 1995, sales of $232.6
million, net income of $14.8 million, and primary earnings per share of $1.04
cents. The unaudited pro forma results are not necessarily indicative of the
actual results of operations that would have occurred had the purchase actually
been made at the beginning of the third quarter of fiscal 1995.
6. On August 18, 1994, the Company purchased 55% of the outstanding capital
stock of Grupo Ambar, S.A. de C.V. and Subsidiaries (Grupo). Under terms of the
agreement, on April 1, 1996, the Company paid an additional $3.7 million of
purchase price based on Grupo attaining certain earnings through December 31,
1995.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
For the first nine months of fiscal 1996, consolidated sales of $613.5
million increased $18.4 million from the prior year period. For the third
quarter of fiscal 1996, consolidated sales of $232.2 million increased $21.4
million from the prior year period.
On January 17, 1996, the Company acquired Hofmann Laces and its operating
results have been included thereafter. Sales of Hofmann Laces for the first nine
months and for the third quarter of fiscal 1996 were 6.5% and 8.9% of
consolidated sales, respectively.
Sales in the apparel and home fashions business unit declined 6.1% for the
first nine months of fiscal 1996 compared to the prior year period. This
resulted from sales declines of 25.9% in intimate apparel which consists of
lingerie, sleepwear and robewear products, and slightly lower sales in
ready-to-wear warp and circular knit products and in shapewear and
swimwear. These declines were partially offset by sales increases in
fastener and industrial products and in linings and furniture fabric
products. Sales for the third quarter of fiscal year 1996 declined 5.3%
compared to the prior year period. This resulted from sales declines of 29.6%
in intimate apparel, lower shapeware and swimmwear sales and flat-sales for
ready-to-wear warp knit and circular knit products. These
decreases were partially offset by sales increases of 13.2% in fastener and
industrial products, and 22.4% in linings and furniture fabric products. Sales
for the first nine months and third quarter were adversely affected by the weak
retail environment. Although the outlook for the retail markets continues to
appear weak, the Company anticipates only slightly lower sales in this business
unit for fiscal 1996 compared to fiscal 1995 due to a gain in market share of
new value- added products which is expected to somewhat offset the decline in
the mature traditional products.
<PAGE>
Page 9
Sales in the U.S. automotive business unit were flat for the first nine
months and increased 10.9% in the third quarter of fiscal 1996 compared to the
prior year periods. For the third quarter of fiscal 1996, recreational vehicle
and van fabric sales
increased 23.8% and headliner and bodycloth fabric sales increased 9.3%.
Although the domestic automotive original equipment manufacturer (OEM) market
has softened, the Company expects slightly improved sales growth for fiscal 1996
in this business unit compared to fiscal 1995, as a result of a change in mix to
higher value-added products and continued market share growth in the headliner
and bodycloth markets.
Sales in the Company's U.K. automotive business unit declined 11.1% for the
first nine months and 8.2% for the third quarter of fiscal 1996 compared to the
prior year periods. These decreases were the result of a softening European
automotive market with flat market forecasts and excess inventories. While the
Company expects lower full year sales in its European operations compared to the
prior year, recent trends are above expectations as a result of greater
diversification of products from a new line of woven fabrics and a high demand
for circular knit fabric.
Sales of the Company's Mexican business unit increased 15.1% for the first
nine months and 41.7% for the third quarter of fiscal 1996 compared to the prior
year periods. On a peso comparative basis, sales of the Mexican business unit
increased 70.0% for the first nine months and 73.0% for the third quarter of
fiscal 1996 compared to the prior year periods. These increases were a result of
a planned change in sales mix which yielded a greater percentage of apparel
versus automotive sales. The Company anticipates that the peso's uncertainty
will continue to impact future revenue translation and total sales of its
Mexican subsidiary.
Margins for the first nine months of 1996 declined to 17.3% from last years
18.3%, due primarily to volume and manufacturing inefficiencies of approximately
$12.5 million. The decrease is partially offset by U.K. cost reductions and the
Hofmann Laces acquisition which occurred in the second quarter of fiscal 1996.
Margins for the third quarter of fiscal 1996 increased to 19.4% from last year's
17.7%. Margins improved primarily from manufacturing improvements of $3.9
million, primarily in the U.K. and due to the inclusion of Hofmann Laces. These
increases were partially offset by decrease of $2.1 million due to the
production volume decline in our U.S. automotive facilities and a concerted
effort to contain and reduce inventories during the third quarter.
Selling and administrative expenses for the first nine months of fiscal
1996 increased to $58.8 million from last year's $54.9 million, primarily as a
result of the consolidation of Hofmann Laces. Selling and administrative
expenses for the third quarter increased to $20.1 million from last year's $16.1
million as a result of the inclusion of Hofmann Laces, Mexican inflationary
increases and prior year favorable one-time adjustments..
Interest expense increased to $12.7 million for the first nine months of
fiscal 1996 from the prior year period of $11.0 million and to $4.9 million for
the third quarter of fiscal 1996 compared to the prior year period of $3.9
million. These increases were due to the additional borrowings related to the
acquisition and consolidation of Hofmann Laces. In addition, average short-term
borrowings increased as a result of working capital requirements but were more
than offset by lower interest rates and interest income.
The effective income tax rate for the first nine months of fiscal 1996 was
33.7% compared to the prior year period of 33.3% and was 33.7% for the third
quarter of fiscal 1996 compared to the prior year period of 32.0%.. The Company
expects the effective tax rate for the year to be approximately the same as it
was for the first nine months due to the proportionate share of U.K., Mexico and
Hofmann Laces pre-tax income to the total pre-tax income at higher statutory
rates.
Net income for the first nine months of fiscal 1996 decreased to $21.3
million from the prior year period of $26.7 million and increased to $12.6
million for the third quarter of fiscal 1996 from the prior year period of $11.2
million.
The results of operations on a consolidated basis for the first nine months
and the third quarter of 1996 were not significantly impacted by the devaluation
of the Mexican peso. In the balance sheet, the result of this translation loss
is a reduction in stockholders' investment, as required by Statement of
Financial Accounting Standards No. 52, and accordingly is not reflected in the
income of the Company. In management's view, a risk of loss of earnings exists
in the future related to net U.S. dollar transactions. The Mexican government
has issued guidelines allowing for the increase of selling prices for both
apparel and automotive manufacturers and the Company has increased utilization
of the Mexican operations. The Mexican operation has also had success in
limiting its exposure as a result of the peso devaluation by invoicing in U.S.
dollars certain transactions on products for ultimate export. The Company cannot
determine to what extent these actions may offset the possible negative impact
of this economic uncertainty.
<PAGE>
Page 10
Liquidity and Capital Requirements
At June 30, 1996, working capital was $191.6 million compared to $178.2
million at October 1, 1995. This increase in working capital primarily is a
result of increased accounts receivable of $24.7 million and inventory of $31.3
million, both of which relate substantially to the acquisition of Hofmann Laces,
partially offset by increased short-term borrowings of $41.7 million. Although
the Company has experienced raw material cost increases, it has not had an
impact on the Company's liquidity. The Company maintains flexibility with
respect to its seasonal working capital needs through a committed revolving
credit facility of $150 million and its continued access to other traditional
sources of funds, including available uncommitted lines of credit aggregating
over $125 million, and the ability to receive advances against its factored
accounts receivable. Management believes that the Company's financial position
and operating performance will continue to provide the Company with the ability
to obtain necessary capital from appropriate financial markets.
On January 17, 1996 the Company acquired 100% of the outstanding capital
stock of Hofmann Laces. On that date the Company borrowed approximately $60
million under its revolving credit facility to fund the purchase of the stock
and to refinance the majority of the existing debt of Hofmann Laces. This amount
has been classified as long-term debt on the Balance Sheet.
Contingencies and Future Operations
Since January 1992, the Company has been involved in discussions with the
United States Environmental Protection Agency ("EPA") regarding remedial actions
at its Gold Mills, Inc. ("Gold") facility in Pine Grove, Pennsylvania which was
acquired in October 1986. Between 1988 and 1990, the Company implemented a
number of corrective measures at the facility in conjunction with the
Pennsylvania Department of Environmental Resources and incurred approximately
$3.5 million in costs. Subsequently, through negotiations with the EPA, Gold
entered into a Final Administrative Consent Order with the EPA, effective
October 14, 1992. Pursuant to such order, Gold has performed (i) certain
measures designed to prevent any potential threats to the environment at the
facility and (ii) an investigation to fully determine the nature of any release
of hazardous substances at the facility. In addition, Gold will conduct a study
to evaluate alternatives for any corrective action which may be necessary at the
facility. The failure of Gold to comply with the terms of the Consent Order may
result in the imposition of monetary penalties against Gold. In the fourth
quarter of 1992, a pre-tax charge of $8.0 million was provided for the estimated
future cost of the additional remediation. At June 30, 1996, environmental
accruals amounted to $6.1 million of which $5.1 million is non-current and is
included in other deferred liabilities on the Balance Sheet.
During the fourth quarter of 1992, the Company also received a Notice of
Violation from the North Carolina Division of Environmental Management
concerning ground water contamination on or near one of its North Carolina
facilities. The Company denies that such contaminants originated from the
Company's operations or property. (An additional pre-tax charge of $1.3 million
was provided in the fourth quarter of 1992 to reflect the estimated future costs
of monitoring this and other environmental matters including the removal of
underground storage tanks at the Company's facilities; the Company has removed
substantially all underground storage tanks at its facilities). Management
believes at this time that the final resolution of this matter will not have a
material adverse effect on the Company's financial position or future results of
operations.
The Company is also involved in other litigation and environmental matters
arising in the ordinary course of business. Although the final outcome of these
matters cannot be determined, based on the facts presently known, it is
management's opinion that the final resolution of these matters will not have a
material adverse effect on the Company's financial position or future results of
operations.
<PAGE>
Page 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Reference is made to the discussion regarding the
pending lawsuit brought by Skylon Corporation against George Greenberg, the
former president and a current director of the Company, contained in Item 3 to
the Company's Annual Report on Form 10-K for the fiscal year ended October 1,
1995 and contained in Item 1, Part II to the Company's Quarterly Report an Form
10-Q for the quarter ended March 31, 1996, which items are incorporated herein
by reference.
Items 2 - 5. Not Applicable
Item 6. Reports on Form 8-K. On February 1, 1996, the Company filed a Form 8-K
in connection with the acquisition of Hofmann Laces and filed a subsequent Form
8-K/A on April 1, 1996 which set forth certain financial information relating to
the acquisition.
<PAGE>
Page 12
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.
GUILFORD MILLS, INC.
(Registrant)
Date: August 14, 1996 By: /s/ Terrence E. Geremski
Terrence E. Geremski
Vice President/Chief Financial
Officer and Treasurer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-02-1995
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1.0
<CASH> 32,894
<SECURITIES> 0
<RECEIVABLES> 173,426
<ALLOWANCES> 0
<INVENTORY> 137,306
<CURRENT-ASSETS> 13,586
<PP&E> 697,688
<DEPRECIATION> 340,476
<TOTAL-ASSETS> 721,734
<CURRENT-LIABILITIES> 165,575
<BONDS> 0
393
0
<COMMON> 0
<OTHER-SE> 284,097
<TOTAL-LIABILITY-AND-EQUITY> 721,734
<SALES> 613,485
<TOTAL-REVENUES> 613,485
<CGS> 507,441
<TOTAL-COSTS> 566,195
<OTHER-EXPENSES> 2,498
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,733
<INCOME-PRETAX> 32,059
<INCOME-TAX> 10,789
<INCOME-CONTINUING> 21,270
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 21,270
<EPS-PRIMARY> 1.49
<EPS-DILUTED> 1.39
</TABLE>
