<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 September 27, 1996
------------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1984
For the transition period from to
------------------- -------------------
Commission file number 1-5492-1
------------
NASHUA CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 02-0170100
- ---------------------------------------- ---------------------------------------
(State of incorporation) (I.R.S. Employer Identification Number)
44 Franklin Street
P.O. Box 2002
Nashua, New Hampshire 03061-2002
- ---------------------------------------- ---------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, (603) 880-2323
including area code ---------------------------------------
</TABLE>
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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at October 23, 1996
- ----------------------------- -------------------------------
Common Stock, par value $1.00 6,652,255 shares (excluding
23,895 shares held in treasury)
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- -----------------------------
<TABLE>
NASHUA CORPORATION AND SUBSIDIARIES
-----------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
(In thousands)
<CAPTION>
Sept. 27, 1996 December 31,
ASSETS: Unaudited) 1995
- ------- ---------- --------
<S> <C> <C>
Cash and cash equivalents $ 20,610 $ 8,390
Accounts receivable 24,108 29,579
Inventories
Materials and supplies 5,923 10,318
Work in process 1,751 2,835
Finished goods 6,258 8,870
-------- --------
13,932 22,023
Other current assets 21,349 31,785
Net current assets of discontinued operations -- 7,415
-------- --------
Total current assets 79,999 99,192
-------- --------
Plant and equipment 125,313 127,658
Accumulated depreciation (64,945) (57,601)
-------- --------
60,368 70,057
Investment in unconsolidated affiliate 7,564 --
Intangible assets 37,695 45,705
Accumulated amortization (10,363) (8,814)
-------- --------
27,332 36,891
Other assets 15,090 18,590
Net non-current assets of discontinued operations -- 6,642
-------- --------
Total assets $190,353 $231,372
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
- -------------------------------------
Current maturities of long-term debt $ 2,428 $ 500
Accounts payable 27,763 26,858
Accrued expenses 28,304 33,385
Income taxes payable 8,386 6,662
-------- --------
Total current liabilities 66,881 67,405
Long-term debt 4,192 68,350
Other long-term liabilities 20,099 20,742
Common stock and additional capital 18,754 18,681
Retained earnings 86,225 61,563
Cumulative translation adjustment (5,043) (4,618)
Treasury stock, at cost (755) (751)
Commitments and contingencies
-------- --------
Total liabilities and shareholders' equity $190,353 $231,372
======== ========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
-2-
<PAGE> 3
<TABLE>
NASHUA CORPORATION AND SUBSIDIARIES
-----------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
---------------------------------------------------------------------
(UNAUDITED)
-----------
(In thousands, except per share data)
<CAPTION>
For three months ended For nine months ended
------------------------ -----------------------
Sept. 27, Sept. 29, Sept. 27, Sept. 29,
1996 1995 1996 1995
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales $100,932 $121,714 $306,030 $353,457
Cost of products sold 68,711 88,391 216,972 260,025
Research, selling, distribution and
administrative expenses 31,359 32,886 90,115 87,776
Restructuring and unusual charges -- 8,287 7,000 8,287
Equity in net (income)/loss of Cerion Technologies 174 -- (211) --
Gain on disposition of Cerion Technologies stock -- -- (31,962) --
Gain on Cerion Technologies public stock offering -- -- (7,353) --
Interest expense 164 1,369 2,673 4,273
Interest income (231) (129) (462) (525)
-------- -------- -------- --------
Income (loss) from continuing operations before income taxes 755 (9,090) 29,258 (6,379)
Income taxes (benefit) 212 (1,780) 12,297 (656)
-------- -------- -------- --------
Income (loss) from continuing operations 543 (7,310) 16,961 (5,723)
Income from discontinued operation, net of taxes -- 36 524 382
Gain on disposal of discontinued operation -- -- 8,434 --
-------- -------- -------- --------
Income (loss) before extraordinary loss 543 (7,274) 25,919 (5,341)
Extraordinary loss on extinguishment of debt -- -- (1,257) --
-------- -------- -------- --------
Net income (loss) 543 (7,274) 24,662 (5,341)
Retained earnings, beginning of period 85,682 79,374 61,563 79,744
Dividends -- (1,147) -- (3,450)
-------- -------- -------- --------
Retained earnings, end of period $ 86,225 $ 70,953 $ 86,225 $ 70,953
======== ======== ======== ========
Earnings (loss) per common and common equivalent share:
Income (loss) from continuing operations $ .08 $ (1.15) $ 2.65 $ (.90)
-------- -------- -------- --------
Income from discontinued operation:
Income from discontinued operation -- .01 .08 .06
Gain on disposal of discontinued operation -- -- 1.32 --
-------- -------- -------- --------
-- .01 1.40 .06
-------- -------- -------- --------
Income (loss) before extraordinary loss .08 (1.14) 4.05 (.84)
Extraordinary loss on extinguishment of debt -- -- (.20) --
-------- -------- -------- --------
Net income (loss) $ .08 $ (1.14) $ 3.85 $ (.84)
======== ======== ======== ========
Dividends per common share $ -- $ .18 $ -- $ .54
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
-3-
<PAGE> 4
<TABLE>
NASHUA CORPORATION AND SUBSIDIARIES
-----------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
(UNAUDITED)
-----------
(In thousands)
<CAPTION>
Nine Months Ended
-----------------------
Sept. 27, Sept. 29,
1996 1995
----------- ---------
<S> <C> <C>
Cash flows from operating activities of continuing operations:
Net income (loss) $ 24,662 $ (5,341)
Adjustments to reconcile net income to cash
provided by (used in) continuing operating activities:
Depreciation and amortization 13,705 13,074
Income from discontinued operations (524) (382)
Extraordinary loss on extinguishment of debt 1,257 --
Gain on disposal of discontinued operations (8,434) --
Equity in net income of Cerion Technologies (122) --
Gain on disposition of Cerion Technologies stock (18,410) --
Gain on Cerion Technologies public stock offering (4,235) --
Unusual charge 4,032 --
Net change in working capital and other assets 905 15,913
-------- --------
Cash provided by continuing operating activities 12,836 23,264
-------- --------
Cash flows from investing activities of continuing operations:
Investment in plant and equipment (9,549) (9,270)
Acquisition of business -- (27,267)
Proceeds from repayment of Cerion Technologies note 11,142 --
Proceeds from sale of Cerion Technologies stock, net 33,080 --
-------- --------
Cash provided by (used in) investing activities of continuing operations 34,673 (36,537)
-------- --------
Cash flows from financing activities of continuing operations:
Proceeds from borrowings 880 32,800
Repayment of borrowings (63,110) (13,466)
Dividends paid -- (3,441)
Proceeds and tax benefits from shares
issued under stock option plans 73 5
Purchase and reissuance of treasury stock (4) 36
Extinguishment of debt (952) --
-------- --------
Cash provided by (applied to) financing activities of continuing operations (63,113) 15,934
-------- --------
Proceeds from the sale of discontinued operation 28,000 --
Cash provided by (applied to) activities of discontinued operations (219) (716)
Effect of exchange rate changes on cash 43 78
-------- --------
Increase in cash and cash equivalents 12,220 2,023
Cash and cash equivalents at beginning of period 8,390 10,219
-------- --------
Cash and cash equivalents at end of period $ 20,610 $ 12,242
======== ========
Interest paid $ 3,140 $ 6,668
======== ========
Income taxes paid $ 4,267 $ 8,874
======== ========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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<PAGE> 5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
Earnings Per Common and Common Equivalent Share
- -----------------------------------------------
<TABLE>
Earnings per common and common equivalent share is computed based on the total
of the weighted average number of common shares and, as applicable, the weighted
average number of common equivalent shares outstanding during the period.
<CAPTION>
Three Months Ended Nine Months Ended
---------------------- -----------------------
Sept. 27, Sept. 29, Sept. 27, Sept. 29,
1996 1995 1996 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Common shares outstanding 6,376,835 6,373,968 6,376,298 6,373,628
Common share equivalents 35,946 4 23,926 175
</TABLE>
Stock Options
- -------------
As of September 27, 1996, options for 502,014 shares of common stock were
outstanding. Stock options for an additional 602,315 shares may be awarded under
the Company's 1996 Stock Incentive Plan.
Unusual Charge
- --------------
In the second quarter of 1996 the Company recorded a $7 million pretax charge
associated with the write-down of the goodwill in its Mainland European
photofinishing operation which was acquired in 1995. Increased competition in
the market since the acquisition has resulted in performance below original
expectations, necessitating a reduction in the carrying value of the business.
Other
- -----
These condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto contained in the
Company's Annual Report on Form 10-K, as amended, for the year ended December
31, 1995.
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments necessary to present fairly the
financial position of the Company as of September 27, 1996, the results of
operations for the three and nine month periods ended September 27, 1996 and
September 29, 1995, and cash flows for the nine month periods ended September
27, 1996 and September 29, 1995.
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<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
Net sales of $101 million for the third quarter of 1996 were down 17.1 percent
from the same period in 1995. The sales decrease resulted from lower revenues in
the Commercial Products and Photofinishing Groups, and the deconsolidation of
Cerion Technologies Inc. ("Cerion"). Net sales for the first nine months of 1996
were $306 million, down 13.4 percent from the same period in 1995 due to lower
revenues in the Commercial Products and Photofinishing Groups. The Company
recorded income from continuing operations in the third quarter of 1996 of $.5
million, compared with a loss of $7.3 million in the third quarter of 1995, and
$17.0 million for the first nine months of 1996, compared to a loss of $5.7
million for the same period in 1995. The income from continuing operations for
the first nine months of 1996 included a $32 million pretax gain on the
disposition of a portion of the Company's stock in Cerion, through an initial
public offering of Cerion common stock which was completed in May, a $7.3
million pretax gain from the Company's remaining 37.1 percent interest in the
shares sold by Cerion and a $7 million pretax charge to write-down the value of
goodwill in the Company's Mainland European photofinishing operation. Also
included in the results for the first nine months was an $8.4 million aftertax
gain on the sale of its Tape Products Division which was reported as a
discontinued operation, and an extraordinary aftertax charge of $1.3 million
associated with extinguishment of debt. The 1995 third quarter and first nine
month results includes restructuring and other unusual charges of $8.3 million
and a $3 million valuation allowance against tax assets based upon the reduced
likelihood of future realization.
The Commercial Products Group's third quarter sales decreased 19.5 percent to
$45 million, compared to the third quarter of 1995, and decreased 21.8 percent
to $151 million for the first nine months of 1996, compared to the same period
in 1995. The decreases were primarily in the Imaging Supplies and Specialty
Coated Products Divisions. The Imaging Supplies Division's sales decreased due
to lower toner, laser cartridge and copier paper volumes. The toner volume
decrease was caused primarily by lower order rates from larger distributors. The
laser cartridge decrease appears to be the residual effect of quality problems
experienced at the end of last year. The decrease in paper volume was the result
of an increase in the supply of paper in the marketplace. Sales decreases in the
Specialty Coated Products Division occurred across several product lines due to
lower volumes which were attributed to increased competition and declining
demand.
Commercial Products Group's operating loss for the third quarter was $.1
million, compared to a loss of $10.3 million for the same period in 1995. The
1995 third quarter operating loss included $7.0 million of restructuring and
unusual charges. Excluding the third quarter 1995 restructuring charge, the
Commercial Products Group loss decreased in the third quarter of 1996 by $3.2
million when compared to the same period in 1995. The reduced operating loss was
due to higher manufacturing productivity, lower raw material costs and reduced
operating expenses. The Commercial Products Group's operating loss for the first
nine months of 1996 was $3.0 million, compared to $7.8 million for the same
period in 1995. Excluding the restructuring charge recorded in the third quarter
of 1995, the operating loss recorded in the first nine months of 1996 increased
by $2.2 million, compared to the same period in 1995, due primarily to lower
sales volumes.
The Photofinishing Group's sales for the third quarter of 1996 decreased 4.7
percent to $56 million, compared to 1995 third quarter sales of $58 million.
Sales for the first nine months of 1996 were $136 million, down 5.0 percent,
compared to the same period in 1995. The sales for the first nine months of 1995
do not include a full nine months of sales for the Northern Ireland and Mainland
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<PAGE> 7
European operations, as they were acquired by the Company on January 13, 1995.
The sales decreases were due primarily to lower volumes in the UK, Mainland
European and US operations and the unfavorable impact of foreign currency
exchange, partially offset by an increase in the US operation's average selling
price. The Photofinishing Group recorded an operating profit of $3.4 million for
the third quarter of 1996, compared to an operating profit of $3.6 million for
the same period in 1995, and a $4.1 million operating loss for the first nine
months of 1996, compared to an operating profit of $7.1 million for the same
period in 1995. The 1996 operating loss for the first nine months includes a $7
million charge for the write-down of goodwill in the Mainland European
operation. Excluding the charge for the write-down of goodwill, the operating
income for the first nine months of 1996 declined $4.1 million due to the lower
volumes in the UK and Mainland European operations. The US operation's higher
average selling price was partially offset by an increase in expenses related to
the increased use of business reply mail for customer orders.
As previously disclosed in the Company's Form 10-Q for the quarterly period
ended June 28, 1996, the Company's interest in Cerion was reduced from 100
percent to 37.1 percent as a result of the sale of Cerion shares to the public
on May 24, 1996. Accordingly, the Company no longer consolidates the results of
Cerion and has accounted for its equity interest since that date.
Net sales recorded by the Company in the nine months ended September 27, 1996
related to Cerion were $19.3 million, compared to $17.6 million for the nine
months ended September 29, 1995. The 1996 net sales recorded by the Company
relating to Cerion were through May 23, 1996, the date immediately prior to
the initial public offering of Cerion common stock. In the third quarter of
1996, the Company recorded a loss of $.2 million from its equity interest in
Cerion, compared to operating income of $1.5 million in the same period of 1995.
The third quarter loss was the result of decreased disk volume caused by the
cancellation of orders from one of Cerion's major customers. In the first nine
months of 1996, the Company recorded a total of $5.4 million of operating income
and income from its equity interest in Cerion, compared to operating income of
$3.2 million for the first nine months of 1995. Also included in the Company's
results for the first nine months of 1996 are gains of $32 million on its
disposition of Cerion stock and $7.3 million from its interest in the shares
sold by Cerion. Cerion's increased sales and operating income in 1996, as
compared to 1995, were the result of higher disk volumes, primarily in the first
half of 1996, partially offset by higher administrative expenses.
Research, selling, distribution and administrative expenses for the third
quarter of 1996 decreased 4.6 percent, or $1.5 million, compared to the same
period in 1995, primarily due to reduced selling and distribution expenses. The
reduced selling and distribution expenses were due to the lower sales volumes
and restructuring actions taken during the second half of 1995 and the first
quarter of 1996. Research expense for the third quarter of 1996 increased $.4
when compared to the third quarter of 1995 due to increased spending in new
product development. The research, selling, distribution and administrative
expenses for the first nine months of 1996 increased $2.3 million, or 2.7
percent, compared to the same period in 1995. The increase was due to an
increase in administrative expenses of $2.3 million and an increase in research
expenses of $.4 million, offset by a slight decrease in selling and distribution
expenses. The administrative expense increase was primarily due to non-recurring
legal expenses, increases in performance incentives and the rebuilding of the
Photofinishing Group's senior management team.
-7-
<PAGE> 8
<TABLE>
Restructuring and other unusual charges of $16.2 million were recorded in the
third and fourth quarters of 1995 related to the Commercial Products Group's
business unit and functional realignments, product and channel rationalizations,
inventory write-downs related to the remanufactured cartridge operation, cost
reduction initiatives and changes in the Company's executive management during
the year, including severance and other personnel related costs. Details of the
charges related to continuing operations and the activity recorded during the
third quarter of 1996 are as follows:
<CAPTION>
Balance Current Current Balance
June 28, Period Period Sept. 27,
(In thousands) 1996 Provision Charges 1996
------ --------- ------- --------
<S> <C> <C> <C> <C>
Provisions for severance related to
workforce reductions $1,420 $ - $650 $ 770
Other 1,600 - 215 1,385
------ ----- ---- ------
Total $3,020 $ - $865 $2,155
====== ===== ==== ======
</TABLE>
The provision for workforce reductions recorded in 1995 included amounts for
salary and benefit continuation for approximately 110 employees as part of the
Commercial Products reorganization and product rationalization. At September 27,
1996, approximately 92 of the employee terminations had occurred, with the
remaining separations scheduled to be completed in 1996. All charges are
principally cash in nature and are expected to be funded from operations.
Management anticipates that all actions will be completed by the end of 1996 and
estimates annualized savings in personnel and operating costs of approximately
$5 million.
The estimated annual effective income tax rate of 42.0 percent for the first
nine months of 1996 is higher than the U.S. statutory rate primarily due to the
unfavorable impact of non-deductible goodwill and state income taxes.
Working capital decreased $18.7 million from December 31, 1995, primarily due to
a $7.4 million reduction resulting from the sale of the Tape Products Division,
a $3.5 million reduction resulting from the deconsolidation of Cerion due to the
public stock offering, a $7.8 million reduction in inventory, a $9.8 million
reduction in other assets and a $1.9 million increase in the current maturities
of long-term debt, partially offset by a $12.2 million increase in cash. The
decrease in other current assets was due to a reduction in tax assets used to
offset income tax liabilities. The inventory reductions were the result of
management control initiatives implemented during the year. A majority of the
working capital generated from the sale of the Tape Products Division and Cerion
stock, and the proceeds from the Cerion notes, was used to repay debt.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
- --------------------------
On August 8, 1996, an individual plaintiff, Joshua Teitelbaum, initiated a
lawsuit against the Company, Cerion, William Blair & Co., David A. Peterson,
Paul A. Harter, Richard A. Clark and Gerald G. Garbacz in the Circuit Court of
Cook County, Illinois. The action purports to be on behalf of a class consisting
of all persons (other than the defendants) who purchased the common stock of
Cerion between May 24, 1996 and July 9, 1996. The complaint alleges that, in
connection with the Cerion initial public offering, the defendants issued
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<PAGE> 9
certain materially false and misleading statements and omitted the disclosure of
material facts regarding, in particular, certain significant customer
relationships. The complaint alleges that the defendants violated sections 11,
12, and 15 of the 1933 Securities Act and sections 12 and 13 of the Illinois
Blue Sky Law. The complaint seeks a declaration that the case may proceed as a
class action, damages, rescission of the sale of Cerion common stock by Cerion
and the Company, costs, attorneys fees, and other relief on behalf of the
individual plaintiff and the class. The Company believes the lawsuit to be
without merit and intends to vigorously defend against this action.
On September 4, 1996, an individual plaintiff, Philippe Olczyk, initiated a
lawsuit against the Company, Cerion, William Blair & Co., David A. Peterson,
Daniel M. Junius and Gerald G. Garbacz in the Circuit Court of Cook County,
Illinois. The action purports to be on behalf of a class consisting of all
persons (other than the defendants) who purchased the common stock of Cerion
between May 24, 1996 and July 9, 1996. The complaint alleges that, in connection
with the Cerion initial public offering, the defendants issued certain
materially false and misleading statements and omitted the disclosure of
material facts regarding, in particular, certain significant customer
relationships. The complaint alleges that the defendants violated the Illinois
Blue Sky Law and the Illinois Consumer Fraud and Deceptive Practices Act. The
complaint seeks declarations the case may be maintained as a class action and
the defendants violated the Illinois Consumer Fraud Act, actual and punitive
damages, costs, attorneys fees, appointment of a trustee, and other relief. The
Company believes the lawsuit to be without merit and intends to vigorously
defend against this action.
ITEM 2. CHANGES IN SECURITIES
- -----------------------------
On July 19, 1996, the Company adopted a Shareholder Rights Plan pursuant to
which the Company has distributed to its stockholders rights to purchase shares
of junior participating preferred stock. Upon certain triggering events, such
rights become exercisable to purchase the Company's common stock at a price
substantially discounted from the then applicable market price of the Company's
common stock. The Rights Plan could have the effect of discouraging a merger or
tender offer involving the securities of the Company that is not approved by
the Company's Board of Directors by increasing the cost of effecting any such
transaction. The Rights Plan is more fully described in the Company's Form 8-K
filed with the Securities and Exchange Commission on August 28, 1996.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------
(a) Exhibits
4.1 Rights Agreement, dated as of July 19, 1996, between the Company and
The First National Bank of Boston, as Rights Agent, which includes as
Exhibit A the Form of Certificate of Designations, as Exhibit B the
Form of Rights Certificate, and as Exhibit C the Summary of Rights to
Purchase Preferred Stock. Exhibit to the Company's Form 8-K dated
August 28, 1996 and incorporated herein by reference.
(b) Reports on Form 8-K
On August 28, 1996, the Company filed a report on Form 8-K regarding the
adoption of a Shareholder Rights Plan.
-9-
<PAGE> 10
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.
NASHUA CORPORATION
-----------------------------------
(Registrant)
Date: November 1, 1996 By: /s/Daniel M. Junius
-------------------- -----------------------------------
Daniel M. Junius
Vice President-Finance,
Chief Financial Officer and Treasurer
(principal financial and duly authorized
officer)
-10-
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<NAME> NASHUA CORPORATION
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-27-1996
<EXCHANGE-RATE> 1
<CASH> 20,610
<SECURITIES> 0
<RECEIVABLES> 24,108
<ALLOWANCES> 0
<INVENTORY> 13,932
<CURRENT-ASSETS> 79,999
<PP&E> 125,313
<DEPRECIATION> 64,945
<TOTAL-ASSETS> 190,353
<CURRENT-LIABILITIES> 66,881
<BONDS> 0
<COMMON> 18,754
0
0
<OTHER-SE> 80,427
<TOTAL-LIABILITY-AND-EQUITY> 190,353
<SALES> 306,030
<TOTAL-REVENUES> 306,030
<CGS> 216,972
<TOTAL-COSTS> 274,099
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,673
<INCOME-PRETAX> 29,258
<INCOME-TAX> 12,297
<INCOME-CONTINUING> 16,961
<DISCONTINUED> 8,958
<EXTRAORDINARY> (1,257)
<CHANGES> 0
<NET-INCOME> 24,662
<EPS-PRIMARY> 3.85
<EPS-DILUTED> 0
</TABLE>
