<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended October 31, 1996 Commission file number 0-12204
GRAPHIC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1101633
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
2155 Monroe Drive, N.E., Atlanta, Georgia 30324
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (404) 874-3327
NOT APPLICABLE
Former name, former address and former fiscal year, if changed since last report
Title of each Class Shares Outstanding as of October 31, 1996
------------------- -----------------------------------------
COMMON STOCK, $.10 PAR VALUE 7,220,435
CLASS B COMMON STOCK, $.10 PAR VALUE 4,518,817
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 TWELVE MONTHS (OR SUCH SHORTER PERIODS THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.
YES X NO
----- ----
<PAGE>
GRAPHIC INDUSTRIES, INC.
------------------------
INDEX
-----
PART I - FINANCIAL INFORMATION PAGE NUMBER
- ------------------------------ -----------
Item 1. - Financial Statements (Unaudited)
Condensed Consolidated Statements of 1
Income - three months ended October 31,
1996 and October 31, 1995 - nine months
ended October 31, 1996 and October 31, 1995
Condensed Consolidated Balance Sheets - 2-3
October 31, 1996 and January 31, 1996
Condensed Consolidated Statements of 4
Cash Flows - nine months ended October
31, 1996 and October 31, 1995
Notes to Condensed Consolidated Financial 5-6
Statements - October 31, 1996
Item 2. - Management's Discussion and Analysis 7-10
of Financial Condition and Results of
Operations
PART II - OTHER INFORMATION
- ---------------------------
Item l. Legal Proceedings 11
2. Changes in Securities 11
3. Defaults upon Senior Securities 11
4. Submission of Matters to a Vote of 11
Security Holders
5. Other Information 11
6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
GRAPHIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
OCTOBER 31, OCTOBER 31,
---------------------------- --------------------------
1996 1995 1996 1995
------------ ----------- ------------ ------------
<S> <C> <C> <C> <C>
Net Sales $111,233,906 $105,614,827 $326,263,997 $308,421,764
Cost of Sales 83,559,109 80,536,057 245,210,368 234,309,846
------------ ------------ ------------ ------------
27,674,797 25,078,770 81,053,629 74,111,918
Selling,
general and
administrative
expenses 19,682,228 18,244,274 59,293,069 54,250,251
Restructuring
charge - - 9,000,000 -
Interest and
other income-net 472,123 612,912 2,129,593 1,509,224
Interest expense 2,643,784 2,970,774 8,062,064 8,738,663
------------ ------------ ------------ ------------
Income before
income taxes 5,820,908 4,476,634 6,828,089 12,632,228
Income taxes 2,328,000 1,791,000 3,358,000 5,053,000
------------ ------------ ------------ ------------
Net income $ 3,492,908 $ 2,685,634 $ 3,470,089 $ 7,579,228
============ ============ ============ ============
Net income per
common share:
Primary $ .30 $ .25 $ .30 $ .71
====== ====== ====== ======
Fully diluted $ .29 $ .24 $ .30 $ .69
====== ====== ====== ======
Dividends declared:
Common Stock $.0175 $.0175 $.0525 $.0525
====== ====== ====== ======
Class B Common
Stock $.0125 $.0125 $.0375 $.0375
====== ====== ====== ======
</TABLE>
See notes to condensed consolidated financial statements.
-1-
<PAGE>
GRAPHIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
OCTOBER 31, JANUARY 31,
1996 1996
------------ -------------
(Unaudited)
A S S E T S
- -----------
<S> <C> <C>
Current Assets
Cash and marketable securities $ 29,186,965 $ 34,507,981
Trade accounts receivable 80,079,985 73,807,212
Inventories:
Materials 9,548,005 11,695,824
Work in process 23,946,328 18,593,850
------------ ------------
33,494,333 30,289,674
Prepaid expenses and other
current assets 4,092,372 3,871,083
------------ ------------
Total Current Assets 146,853,655 142,475,950
Other Assets 4,955,017 5,243,584
Property, Plant and Equipment
Land 8,514,866 8,414,866
Buildings and improvements 41,549,531 39,693,622
Machinery and equipment 162,316,518 157,372,381
------------ ------------
212,380,915 205,480,869
Less accumulated depreciation 88,469,503 83,041,109
------------ ------------
123,911,412 122,439,760
------------ ------------
Goodwill-net 16,460,506 16,343,418
------------ ------------
$292,180,590 $286,502,712
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
-2-
<PAGE>
GRAPHIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
OCTOBER 31, JANUARY 31,
1996 1996
------------ ------------
(Unaudited)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current Liabilities
Notes payable $ 20,994,454 $16,917,239
Accounts payable 19,913,636 19,930,381
Other current liabilities 18,538,763 17,948,371
Current portion of long-term
obligations 3,077,809 3,609,760
------------ -----------
Total Current Liabilities 62,524,662 58,405,751
Long-Term Obligations, less
current portion 95,307,925 97,651,125
Deferred Income Taxes 15,517,259 16,043,672
7% Convertible Subordinated
Debentures 20,787,000 20,787,000
Shareholders' Equity
Preferred Stock, no par value;
authorized 500,000
shares; none issued -0- -0-
Common Stock, $.l0 par value;
authorized 20,000,000 shares;
issued 7,220,435 at October 31,
1996 and 7,104,250 at January
31, 1996, including treasury shares
of 43,705 at October 31, 1996
and 95,791 at January 31, 1996 722,044 710,425
Common Stock, Class B, $.l0 par
value; authorized l0,000,000
shares; issued 4,518,817 at
October 31, 1996 and 4,519,117
at January 31, 1996 451,882 451,912
Additional paid-in capital 18,352,857 17,182,567
Retained earnings 78,944,790 76,229,748
------------ ------------
98,043,744 94,574,652
Less treasury stock at cost (427,829) (959,488)
------------ ------------
98,043,744 93,615,164
------------ ------------
$292,180,590 $286,502,712
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
-3-
<PAGE>
GRAPHIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED OCTOBER 31,
--------------------------------
1996 1995
-------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 3,470,089 $ 7,579,228
Restructuring charge, net of tax benefit (2,016,611) -
Depreciation and amortization 14,233,694 12,254,284
Net loss (gain) on sale of property, plant
and equipment and investments 1,103,283 (295,940)
Provision for deferred taxes 316,575 252,650
Changes in operating assets and liabilities (7,250,903) (20,975,321)
------------ ------------
Net cash provided by (used in) operating activities 9,856,127 (1,185,099)
INVESTING ACTIVITIES
Additions to property, plant and equipment (18,762,466) (19,599,452)
Proceeds from sale of property, plant and
equipment 4,022,208 3,602,141
Assets of acquired businesses, net of cash
acquired (1,458,801) 97,397
Net purchase of marketable securities (3,616,894) (423,497)
Other investing activities (128,588) 6,279,377
------------ ------------
Net cash used in investing activities (19,944,541) (10,044,034)
FINANCING ACTIVITIES
Borrowings on long-term obligations - 7,028,482
Payments on long-term obligations (2,880,697) (9,914,401)
Net borrowings on notes payable 4,077,215 7,923,801
Dividends (544,307) (496,002)
Other financing activities 560,367 299,966
------------ ------------
Net cash provided by financing activities 1,212,578 4,841,846
------------ ------------
Net decrease in cash and cash equivalents (8,875,836) (6,387,287)
Cash and cash equivalents at beginning of period 14,476,139 6,617,595
------------ ------------
Cash and cash equivalents at end of period $ 5,600,303 $ 230,308
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
-4-
<PAGE>
GRAPHIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
OCTOBER 31, 1996
NOTE A--BASIS OF PRESENTATION
The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote 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 not misleading. These financial statements should be read
in conjunction with the financial statements and related notes contained in the
1996 Annual Report on Form 10-K. In the opinion of Management, the financial
statements contain all adjustments of a normal recurring nature necessary to
present fairly the financial position as of October 31, 1996 and the results of
the operations and cash flows for the three months and nine months then ended.
The results of operations for the nine months ended October 31, 1996 are not
necessarily indicative of the results to be expected for the year ending January
31, 1997.
NOTE B--MARKETABLE SECURITIES
The Company determines the appropriate classification of securities at the time
of purchase and reevaluates such securities at each balance sheet date. At
October 31, 1996, all marketable securities were classified as "available for
sale" and, therefore, were carried at fair value, with the difference between
cost and fair value, net of tax, reported as a component of retained earnings.
At October 31, 1996, this difference was an unrealized loss of $551,061 net of
income taxes of $379,260. This difference was due to the effect of changes in
market interest rates on the fair value of these securities.
NOTE C--NET INCOME PER COMMON SHARE
Primary earnings per share are computed based on the weighted average number of
common shares outstanding during the period. Fully diluted earnings per share
are based on the weighted average number of shares outstanding and, when
dilutive, assumed conversion of convertible securities during the period, after
appropriate adjustments for interest and applicable income tax effect.
-5-
<PAGE>
NOTE D--RESTRUCTURING CHARGE
On May 14, 1996 the Company announced an agreement in principle for the sale of
its direct-mail subsidiary, Graphic Direct, Inc.-Illinois ("GDI") and the
closing of a commercial printing subsidiary, The Stein Printing Company, Inc.
("SPC"). On May 31, 1996, the sale of certain assets of GDI was concluded. In
connection with these actions, the Company recorded in its first quarter ended
April 30, 1996, a one-time pre-tax restructuring charge of $9,000,000. The
after-tax effect of the charge was $6,026,500 or equivalent to $0.52 per common
share. The charge primarily covers the costs of liquidating and disposing of
certain assets, the write-off of intangible assets, and a provision for certain
expenses, including severance pay and future lease obligations.
The composition of the Company's restructuring reserves as of October 31, 1996
is as follows:
<TABLE>
<CAPTION>
Writedown Restructuring
Original of Assets Reserves as
Restructuring to Fair Cash of October 31,
Reserve Value Payments 1996
------------- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Restructuring loss on
writedown of current
assets.............. $1,633,665 $(1,633,665) - $ -
Restructuring loss on
writedown of property
and equipment and
other assets........ 2,516,688 (2,516,688) - -
Restructuring expendi-
tures to close
facilities.......... 4,161,018 - $(2,936,828) 1,224,190
Impairment loss on
intangible assets...... 688,629 (688,629) - -
---------- ----------- ----------- ----------
Total restructuring
reserves............... $9,000,000 $(4,838,982) $(2,936,828) $1,224,190
=========== =========== ==========
</TABLE>
For the three months ended October 31, 1995, the combined results for GDI and
SPC were net sales of $6,952,777 and pre-tax loss of $(390,123). For the three
months ended October 31, 1996, the combined results were net sales of $0. For
the nine months ended October 31, 1995, the combined results were net sales of
$23,746,058 and pre-tax loss of $(1,143,821). For the nine months ended October
31, 1996 the combined results were net sales of $8,740,440. Operating results
for the three and nine month periods ended October 31, 1996 are not comparable
to the prior periods because certain amounts were provided for in the
restructuring charge.
-6-
<PAGE>
ITEM 2
------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
The following table sets forth items from the Condensed Consolidated
Statements of Income as a percentage of net sales for the indicated periods.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
OCTOBER 31 OCTOBER 31
------------------ ------------------
1996 1995 1996 1995
------------------ ------------------
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 75.1 76.3 75.2 76.0
Selling, general and
administrative expenses 17.7 17.3 18.2 17.6
Restructuring charge - - 2.7 -
Interest and other income-net 0.4 0.6 0.7 0.5
Interest expense 2.4 2.8 2.5 2.8
---- ---- ----- -----
Income before income taxes 5.2 4.2 2.1 4.1
Provision for income taxes 2.1 1.7 1.0 1.6
---- ---- ----- -----
Net income 3.1% 2.5% 1.1% 2.5%
==== ==== ===== =====
</TABLE>
RESULTS OF OPERATIONS
General. As of September 29, 1995 the Company acquired Carpenter Reserve
- --------
Printing Company ("CRPC"), a commercial printing company in Cleveland, Ohio.
The acquisition was financed through the issuance of 246,154 shares of the
Company's Common Stock valued at $2,500,000. On April 18, 1996, the Company
issued an additional 37,770 shares of Common Stock valued at $383,591 as a final
adjustment to the purchase price of CRPC.
As of November 1, 1995 the Company acquired Quadras, Inc. ("Quadras"), a
creative design agency in Atlanta, Georgia. The acquisition was financed
through the issuance of 306,612 shares of the Company's Common Stock valued at
$3,000,000. On June 10, 1996, the Company issued an additional 6,680 shares of
Common Stock valued at $65,359 as a final adjustment to the purchase price of
Quadras.
As of December 1, 1995 Monroe Litho, Inc. ("Monroe"), Rochester, New York, a
subsidiary of the Company, acquired the Graphic Operations Department of Bausch
& Lomb, Incorporated for $2,839,000 in cash and subsequently merged the
operation into its facility.
-7-
<PAGE>
As of May 31, 1996 Mercury Printing Company, Inc. ("Mercury"), Memphis,
Tennessee, a subsidiary of the Company, acquired The Wimmer Companies, Inc., a
printer and publisher of cookbooks in Memphis, Tennessee. The acquisition was
financed through the issuance of 53,830 shares of the Company's Common Stock
valued at $583,376 and cash payments amounting to $1,042,281 to retire certain
debt obligations.
As of April 30, 1996 the Company recorded a one-time pre-tax restructuring
charge of $9,000,000. The after-tax effect of the charge was $6,026,500. The
charge is discussed in Note D of the Notes to Condensed Consolidated Financial
Statements. Excluding the one-time charge, net income for the nine months ended
October 31, 1996 was $9,496,589 or $0.82 per share, an increase of 25.3% versus
last year.
NET SALES. Net sales, for the three months ended October 31, 1996, increased
- ----------
approximately $5.6 million or 5.3% as compared to the same period last year. Of
this increase, approximately 4.6% was attributable to the net sales of the
acquisitions discussed above in the General section. Excluding the sales of the
acquired businesses and of the subsidiaries affected by the restructuring, net
sales of the remaining operations increased by approximately 8.1%. Net sales,
for the nine months ended October 31, 1996, increased approximately $17.8
million or 5.8% as compared to the same period last year. Of this increase,
approximately 5.3% was attributable to the net sales of the acquisitions
discussed above in the General section. Excluding the sales of the acquired
businesses and of the subsidiaries affected by the restructuring, net sales of
the remaining operations increased by approximately 6.2% for the nine months
ended October 31, 1996. In the prior year, sales were affected by the pass
through to revenues of the significant increase in paper prices. In the current
fiscal year, paper prices have stabilized and it is therefore difficult to make
complete year to year comparisons.
COST OF SALES. Cost of sales, as a percentage of sales, decreased 1.2%, for the
- --------------
three months ended October 31, 1996 and 0.8% for the nine months ended October
31, 1996, as compared to the same periods last year. The improvement in both
periods resulted from the stabilization of paper prices which has allowed our
companies to more fully recover these costs in their pricing.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
- ---------------------------------------------
administrative expenses increased 0.4%, for the three months ended October 31,
1996 and 0.6% for the nine months ended October 31, 1996, as compared to the
same periods last year. The increase is due primarily to higher sales costs
resulting from adding new sales personnel and to a higher level of business
activity.
RESTRUCTURING CHARGE. See Note D of the Notes to Condensed Consolidated
- ---------------------
Financial Statements.
-8-
<PAGE>
INTEREST AND OTHER INCOME-NET. Interest and other income-net, as a percentage
- ------------------------------
of sales, decreased 0.2% for the three months ended October 31, 1996, as
compared to the same period last year. The decrease is due to lower rental
income. Interest and other income-net, as a percentage of sales, increased 0.2%
for the nine months ended October 31, 1996, as compared to the same period last
year. The increase is due primarily to an increase in investment income this
year.
INTEREST EXPENSE. Interest expense, as a percentage of sales, decreased 0.4%
- -----------------
for the three months ended October 31, 1996 and 0.3% for the nine months ended
October 31, 1996, as compared to the same periods last year. This decrease is
the result of lower borrowing costs due to the refinancing of substantially all
floating rate obligations in December 1995, partially offset by higher average
borrowings compared to the same periods last year.
INCOME TAXES. The effective income tax rate was 40.0% for the three months
- -------------
ended October 31, 1996 and October 31, 1995. The effective tax rate for the
nine months ended October 31, 1996 was 49.2%. The high tax rate for the nine
months ended October 31, 1996 was due to the restructuring charge booked at
April 30, 1996 and discussed in Note D of the Notes to Condensed Consolidated
Financial Statements. A portion of the restructuring charge related to the
write-off of intangible assets for which there is no tax benefit. The effective
income tax rate without the restructuring charge was 40.0% for the nine months
ended October 31, 1996. The effective tax rate for the nine months ended
October 31, 1995 was 40.0%.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
At October 31, 1996, the Company had approximately $84.3 million in working
capital as compared to approximately $52.8 million at October 31, 1995. Capital
expenditures for property, plant and equipment were approximately $18.8 million
during the nine months ended October 31, 1996.
The Company's capital expenditures have been financed by funds from operations,
from additional borrowings and from use of cash and cash equivalents during the
first nine months.
The Company believes that existing working capital, including a cash and
marketable securities balance of approximately $29.2 million at October 31,
1996, funds provided from operations, undrawn bank lines and additional bank
financing will be adequate to satisfy the Company's presently anticipated needs
for working capital and capital expenditures, including possible future
acquisitions.
-9-
<PAGE>
IMPACT OF INFLATION
- -------------------
The Company has experienced increases in the costs of materials, labor,
equipment and machinery as well as other operating expenses. Its ability to
pass on such increased costs through increased prices has been affected
differently in different time periods; however, the Company has generally been
able to mitigate cost increases by increasing its production efficiencies or by
passing on increased costs to customers.
SUBSEQUENT EVENT
- ----------------
As of November 1, 1996 the Company acquired Presstar Printing Corporation
("PPC"), a commercial printing company located in Silver Spring, Maryland
serving the Baltimore, Maryland and Washington, DC market areas. The
acquisition was financed through the issuance of 102,059 shares of the Company's
Common Stock valued at $875,136 and cash payments amounting to $5,531,078 to
retire certain debt obligations.
-10-
<PAGE>
PART II - OTHER INFORMATION
---------------------------
ITEM ONE - LEGAL PROCEEDINGS
- ----------------------------
At October 31, 1996, there were no material pending legal proceedings to
which the Company was a party or to which any of its property was the
subject.
ITEM TWO - CHANGES IN SECURITIES
- --------------------------------
None
ITEM THREE - DEFAULTS UPON SENIOR SECURITIES
- --------------------------------------------
None
ITEM FOUR - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ---------------------------------------------------------------
None
ITEM FIVE - OTHER INFORMATION
- -----------------------------
None
ITEM SIX - EXHIBITS AND REPORTS ON FORM 8-K
- --------------------------------------------
Exhibit 11 - Statement Regarding Computation of Earnings Per
Share.
Reports on Form 8-K - A Form 8-K was filed September 23, 1996, with respect
to Mark C. Pope, IV's resignation as President of Graphic Industries, Inc.
as of September 13, 1996 and his resignation as a Director of Graphic
Industries, Inc. as of September 16, 1996.
-11-
<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.
GRAPHIC INDUSTRIES, INC.
----------------------------------------
DATE: December 12, 1996
-----------------
/s/ Mark C. Pope III
----------------------------------------
Mark C. Pope III
Chairman and Chief Executive Officer
DATE: December 12, 1996
-----------------
/s/ David S. Fraser
----------------------------------------
David S. Fraser
Chief Financial Officer and Treasurer
-12-
<PAGE>
EXHIBIT 11
GRAPHIC INDUSTRIES, INC.
COMPUTATION OF EARNINGS PER COMMON SHARE
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
OCTOBER 31, OCTOBER 31,
---------------------- -------------------------
1996 1995 1996 1995
---------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Net income $ 3,492,908 $ 2,685,634 $ 3,470,089 $ 7,579,228
Add interest on 7% convertible
subordinated debentures(2) 218,263 218,263 654,791 654,791
----------- ----------- ----------- -----------
TOTAL $ 3,711,171 $ 2,903,897 $ 4,124,880 $ 8,234,019
=========== =========== =========== ===========
Shares (1)
Primary
Weighted average shares
outstanding 11,676,775 10,849,982 11,616,735 10,737,997
Fully Diluted
Add common shares
applicable to assumed
conversion of 7%
convertible sub-
ordinated debentures 1,279,200 1,279,200 1,279,200 1,279,200
----------- ----------- ----------- -----------
Weighted average shares
outstanding, as adjusted 12,955,975 12,129,182 12,895,935 12,017,197
=========== =========== =========== ===========
Primary earnings per share $ .30 $ .25 $ .30 $ .71
===== ===== ===== =====
Fully diluted earnings per share $ .29 $ .24 $ .30(3) $ .69
===== ===== ===== =====
</TABLE>
(1) No significant dilutive common stock equivalents were outstanding in
any year.
(2) Net of income tax effect.
(3) Fully diluted earnings per share, as computed, were not dilutive and,
therefore, equal primary earnings per share.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1997
<PERIOD-START> FEB-01-1996
<PERIOD-END> OCT-31-1996
<CASH> 29,187
<SECURITIES> 0
<RECEIVABLES> 80,080
<ALLOWANCES> 0
<INVENTORY> 33,494
<CURRENT-ASSETS> 146,854
<PP&E> 212,381
<DEPRECIATION> 88,469
<TOTAL-ASSETS> 292,181
<CURRENT-LIABILITIES> 62,525
<BONDS> 20,787
0
0
<COMMON> 1,174
<OTHER-SE> 96,870
<TOTAL-LIABILITY-AND-EQUITY> 292,181
<SALES> 326,264
<TOTAL-REVENUES> 326,264
<CGS> 245,210
<TOTAL-COSTS> 311,374
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,062
<INCOME-PRETAX> 6,828
<INCOME-TAX> 3,358
<INCOME-CONTINUING> 3,470
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,470
<EPS-PRIMARY> .30
<EPS-DILUTED> .30
</TABLE>
