<PAGE>
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 January 31, 1997
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 0-14450
AEP Industries Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-1916107
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 Phillips Avenue
South Hackensack, New Jersey 07606
(Address of principal executive offices) (Zip Code)
(201) 641-6600
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former 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, 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.
Shares
Outstanding At
Class of Common Stock February 28, 1997
$.01 Par Value 7,156,326
<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AEP INDUSTRIES INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JANUARY 31, OCTOBER 31,
1997 1996
-------------- --------------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents.................................... $ 9,756,000 $ 12,081,000
Marketable securities........................................ -- 2,070,000
Accounts receivable, less allowance of $5,040,000 in 1997
and $5,516,000 in 1996 for doubtful accounts............... 103,167,000 108,487,000
Inventories, net............................................. 95,570,000 102,245,000
Net assets held for sale..................................... 16,105,000 18,300,000
Other current assets......................................... 14,774,000 16,531,000
Deferred income tax benefit.................................. 1,172,000 1,633,000
-------------- --------------
Total current assets...................................... 240,544,000 261,347,000
-------------- --------------
PROPERTY, PLANT AND EQUIPMENT, at cost, less accumulated
depreciation and amortization of $155,338,000 in 1997 and
$151,634,000 in 1996......................................... 310,986,000 308,398,000
INTANGIBLE ASSETS.............................................. 29,846,000 33,468,000
INVESTMENT IN JOINT VENTURE.................................... 15,111,000 15,028,000
OTHER ASSETS................................................... 12,917,000 12,245,000
-------------- --------------
TOTAL ASSETS.............................................. $609,404,000 $630,486,000
-------------- --------------
-------------- --------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt............................ $ 51,637,000 $ 51,375,000
Accounts payable............................................. 70,163,000 82,131,000
Accrued expenses............................................. 52,621,000 51,573,000
-------------- --------------
Total current liabilities................................. 174,421,000 185,079,000
LONG-TERM DEBT................................................. 321,402,000 325,438,000
OTHER LONG TERM LIABILITIES.................................... 4,341,000 6,491,000
DEFERRED INCOME TAXES.......................................... 17,944,000 18,345,000
-------------- --------------
Total liabilities......................................... 518,108,000 535,353,000
-------------- --------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock--$1.00 par value, 1,000,000 shares
authorized; none outstanding............................... -- --
Common stock--$.01 par value, 20,000,000 shares authorized;
9,951,726 and 9,931,303 shares, issued in 1997 and 1996,
respectively............................................... 99,000 99,000
Additional paid-in capital................................... 88,502,000 88,052,000
Treasury stock--common stock; at cost, 2,801,000 shares...... (62,142,000) (62,142,000)
Retained earnings............................................ 74,164,000 70,108,000
Cumulative translation adjustment............................ (9,327,000) (1,283,000)
Net unrealized investment gain, net of taxes................. -- 299,000
-------------- --------------
Total shareholders' equity................................ 91,296,000 95,133,000
-------------- --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY................ $609,404,000 $ 630,486,000
-------------- --------------
-------------- --------------
</TABLE>
The accompanying notes to financial statements are an integral part of these
balance sheets
2
<PAGE>
AEP INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
JANUARY 31,
-----------------------------
<S> <C> <C>
1997 1996
-------------- -------------
NET SALES..................................................... $ 192,855,000 $ 54,770,000
COST OF SALES................................................. 152,254,000 38,535,000
-------------- -------------
Gross profit............................................. 40,601,000 16,235,000
-------------- -------------
OPERATING EXPENSES
Delivery and warehousing.................................... 10,698,000 4,355,000
Selling..................................................... 11,031,000 3,372,000
General and administrative.................................. 8,434,000 1,419,000
-------------- -------------
Total operating expenses................................ 30,163,000 9,146,000
-------------- -------------
OTHER INCOME (EXPENSE):
Interest expense, net....................................... (6,421,000) (1,989,000)
Other, net.................................................. 790,000 112,000
-------------- -------------
(5,631,000) (1,877,000)
-------------- -------------
Income before provision for income taxes................. 4,807,000 5,212,000
PROVISION FOR INCOME TAXES.................................... 751,000 2,007,000
-------------- -------------
Net income................................................ 4,056,000 3,205,000
Retained earnings, beginning of period........................ 70,108,000 67,555,000
Retained earnings, end of period.............................. $ 74,164,000 $ 70,760,000
-------------- -------------
-------------- -------------
Net income per share of common stock.......................... $ 0.54 $ 0.64
-------------- -------------
-------------- -------------
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
3
<PAGE>
AEP INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED JANUARY 31,
---------------------------
<S> <C> <C>
1997 1996
--------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income....................................... $ 4,056,000 $3,205,000
Adjustments to reconcile net income to
net cash provided by operating
activities -
Depreciation and amortization................... 10,426,000 2,728,000
Provision for losses on accounts receivable..... 686,000 135,000
Minority interest income........................... 83,000 --
Decrease in accounts receivable.................... 5,320,000 4,215,000
Decrease (Increase) in inventories................. 6,675,000 (599,000)
Decrease (Increase) in other current assets....... 1,757,000 (150,000)
Decrease (Increase) in marketable securities....... 2,070,000 (53,000)
Decrease in net assets held for sale............... 2,195,000 --
Increase in other assets........................... (672,000) (41,000)
Decrease in intangible assets...................... 3,622,000 --
(Decrease) in accounts payable..................... (11,968,000) (7,263,000)
Increase in accrued expenses....................... 1,048,000 1,138,000
(Decrease) in other long term liabilities.......... (2,150,000) --
Increase in deferred income taxes.................. 60,000 266,000
------------- -----------
Net cash provided by operating activities...... 23,208,000 3,581,000
------------- -----------
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Capital expenditures................................. (14,398,000) (4,867,000)
Sales and retirements of property, plant
and equipment, net................................. 1,233,000 27,000
------------- -----------
Net cash used in investing activities.......... (13,165,000) (4,840,000)
------------- -----------
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
Net borrowings (repayments) under revolving credit
facility........................................... (3,000,000) 2,000,000
Net repayments on long-term debt..................... (774,000) (869,000)
Proceeds from issuance of common stock............... 450,000 154,000
------------- -----------
Net cash provided by (used in) financing
activities.................................... (3,324,000) 1,285,000
------------- -----------
EFFECTS OF EXCHANGE RATE CHANGES ON CASH............. (9,044,000) --
NET (DECREASE) INCREASE IN CASH:....................... (2,325,000) 26,000
CASH AT BEGINNING OF PERIOD:........................... 12,081,000 329,000
------------- -----------
CASH AT END OF PERIOD:................................. $ 9,756,000 $ 355,000
------------- -----------
------------- -----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for--interest.............. $ 7,072,000 $1,796,000
------------- -----------
Cash paid during the period for--income taxes.......... $ 41,000 $ --
------------- -----------
</TABLE>
4
<PAGE>
AEP INDUSTRIES INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
(1) Summary of Significant Accounting Policies
The financial information included herein has been prepared by the
Company without audit, for filing with the Securities and Exchange
Commission pursuant to the rules and regulations of said Commission.
The financial information presented herein, while not necessarily
indicative of results to be expected for the year, reflects all
adjustments (which include only normal recurring adjustments) which in
the opinion of the Company are necessary for a fair presentation of the
results for the periods indicated.
Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been omitted. It is suggested that these
financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report on
Form 10-K for the fiscal year ended October 31, 1996.
(2) Net Income per Share of Common Stock
Net income per share of common stock is calculated using the
weighted average number of shares of common stock and (where dilutive)
common stock equivalents (stock options) outstanding during the period.
The number of shares used in such computation for the three months ended
January 31, 1997, and 1996 were 7,499,503 and 4,982,367, respectively.
(3) Inventories
Inventories, stated at the lower of cost (last-in, first-out
(LIFO) method for domestic operations and first-in, first-out (FIFO)
method for foreign operations and for supplies) or market, include
material, labor and manufacturing overhead costs and are comprised of
the following:
January 31, 1997 October 31, 1996
---------------- ----------------
Raw Materials $32,256,000 $ 31,867,000
Finished Goods 60,911,000 69,808,000
Supplies 4,185,000 2,689,000
------------ ------------
97,352,000 104,364,000
Less: Inventory Reserve 1,782,000 2,119,000
------------ ------------
Total Inventories, net $95,570,000 $102,245,000
------------ ------------
------------ ------------
The LIFO method was used for determining the cost of approximately
46% and 44% of total inventories at January 31, 1997 and October 31,
1996, respectively.
(4) Pro forma
The following unaudited pro forma information presents a summary of
consolidated results of operations of the Company and the Global
Packaging Business of Borden Inc. ("BGP"), acquired on October 11, 1996,
as if the acquisition had occurred on November 1, 1995, with pro forma
adjustment to give effect to amortization of goodwill, interest expense
on acquisition debt and certain other adjustments, together with related
income tax effects.
For the three months ended
January 31, 1996
Net Sales $195,711,000
Operating Income 11,261,000
Net Income 4,444,000
Earnings per Share $ 0.60,000
(5) Reclassifications
Certain prior year amounts have been reclassified in order to
conform with the 1997 presentation.
5
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
On October 11, 1996, the Company acquired the Borden Global Packaging
business(the "Acquisition"). This Acquisition was accounted for using the
purchase method of accounting. As a result quarter to quarter comparisons
between fiscal 1997 and fiscal 1996 are not meaningful due to the significant
increase in the Company's size as a result of the Acquisition prior year amounts
do not include the results of the Acquisition. A summary of unaudited pro forma
consolidated results of the Company as if the Acquisition had occurred at
November 1,1995, has been presented in Note 4 to the Consolidated Financial
Statements for the Quarter Ended January 31, 1997.
Results of Operations
Net Sales and Gross Profit
Net sales for the first quarter ended January 31, 1997, were $192,855,000, an
increase of $138,085,000 from the same period in the prior year. This increase
in net sales is the result of the aforementioned Acquisition which resulted in
increased net sales in North America of $53,766,000, in Europe of $64,824,000
and in Asia-Pacific of $19,495,000. The Company on a worldwide basis maintained
its average unit selling prices and had a slight decrease in sales volume when
compared to pro forma consolidated results for the same period in the prior
year.
Gross profit for the first quarter of Fiscal 1997 amounted to $40,601,000
compared to $16,235,000 for the first quarter of Fiscal 1996. This increase in
gross profit resulted from the Acquisition and consisted of increased gross
profit in North America of $8,031,000, Europe of $12,739,000 and Asia-Pacific
of $3,596,000. Even though there was an overall increase in gross profit for
the period, the North America region absorbed additional manufacturing costs
related to the underutilization of plant facilities, which can be directly
related to the overall industry pressures in the pallet wrap business
taken as a whole. The Company's plant utilization for North America was 68%,
for Europe 88% and for Asia-Pacific was 84% during the current quarter.
Operating Expenses
Operating expenses for the three months ended January 31, 1997 were $30,163,000
as compared to $9,146,000 over the same period in the prior fiscal year. This
increase of $21,017,000 in operating expenses can be attributed to the
businesses acquired from Borden and the operating expenses associated with
them..
Interest Expense
Interest expense for the three months ended January 31, 1997, amounted to
$6,421,000, an increase of $4,432,000 from the same period in the prior year.
This increase in interest expense is due to the Company's new credit facility,
which replaced existing credit facilities in October 1996 and was used to
finance a portion of the acquisition of the Borden business.
Other Income (Expense)
Other income for the three months ended January 31, 1997, amounted to $790,000.
This amount includes $416,000 in gains from sale of securities and $148,000
foreign currency exchange gains realized during the period. Also included in
other income were gains on sales of machinery and equipment and interest income
earned for the period on corporate investments.
Liquidity and Capital Resources
The Company's working capital amounted to $66,123,000 at January 31, 1997,
compared to $76,268,000 at October 31, 1996 after restated for net assets held
for sale. This decrease of $10,145,000 in working capital is primarily
attributable to net repayment of long term debt and the strengthening of the US
dollar during the first quarter, thereby reducing the translation
of working capital balances of foreign subsidiaries. The remaining increases
and decreases in components of the Company's financial position reflect normal
operating activity.
On October 11, 1996, the Company entered into a Credit Agreement ( the "Credit
Agreement") with Morgan Guaranty Trust Company, as Agent, and banks party
thereto. The Credit Agreement provided the Company with two credit facilities,
consisting of a term credit facility in the amount of $350,000 and a revolving
credit facility for an amount up to $100,000,000.
As of January 31, 1997, there was $340,0000,000 and $7,000,000 outstanding under
the term and credit facilities, respectively.
6
<PAGE>
The Company's cash and cash equivalents decreased by $2,325,000 for the quarter
ended January 31, 1997.
Cash flow from operating activities of $23,208,000 was offset by funds used
in investing activities, primarily the net investment in capital expenditures
of $13,165,000. The Company's cash flow was further decreased during the
period by net repayments of long term debt of $3,774,000 and the effects of
exchange rate changes on cash of $9,044,000, which resulted from the U.S.
dollar significantly strengthening during the period and resulted in reducing
the translation of working capital balances of foreign subsidiaries.
The remaining increases and decreases in the components of the Company's
financial position reflect normal operating activity.
The Company's future capital requirements relate principally to purchasing
new equipment, upgrading existing equipment and facilities, and promoting new
and existing products. The Company believes that internally generated cash
flow combined with the availability of funds under the Company's credit
facility are sufficient to meet its normal and additional capital and debt
requirements for the foreseeable future.
Management's Discussion and Analysis of Financial Condition and Results of
Operations contains "Forward Looking Statements" about the Company's prospects
for the future such as its ability to generate sufficient working capital, its
ability to continue to maintain sales and profits and the ability to generate
sufficient funds to meet its cash requirements. Such statements are subject to
certain risks and uncertainties which can cause actual results to differ
materially from those projected, including availability of raw materials,
ability to pass raw material price increases to customers in a timely fashion,
the potential of technological changes which would adversely affect the needs
for the Company's products and price fluctuations which could adversely impact
the Company's inventory. Parties are cautioned not to rely on any such forward
looking beliefs or judgments in this section and in other parts of this
quarterly report.
7
<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.
AEP INDUSTRIES INC.
Date: March 14, 1997 S/A J. Brendan Barba
-----------------------
J. Brendan Barba
Chairman of the Board,
President and Chief
Executive Officer
Date: March 14, 1997 S/A Paul M. Feeney
------------------------
Paul M. Feeney
Executive Vice
President-Finance
Principal Financial and
Accounting Officer
8
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in routine litigation in the normal course of its
business. The proceedings are not expected to have a material adverse impact on
the Company's results of operations or financial position.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 11 - Computation of weighted average number of shares
outstanding. Page 11.
(b) There were no current reports on Form 8-K filed during the
quarter ended January 31, 1997.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
- -------------- -------------------------------------------------------------
<S> <C>
3(a)(1) Composite Certificate of Incorporation of the Company as
amended through May 3, 1995 (incorporated by reference to
Exhibit 3(a)(1) to Registrant's Quarterly Report on Form 10-Q
for the period ended April 30, 1995)
3(a)(2) Amendment to the Certificate of Incorporation of the Company as
filed May 3, 1995 (incorporated by reference to Exhibit 3(a)(2)
to Registrant's Quarterly Report on Form 10-Q for the period
ended April 30, 1995)
3(b) Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 4 to Registrant's report on Form 8-K, dated
October 11, 1996)
10(a) 1985 Stock Option Plan of the Company (incorporated by reference
to Exhibit 10(mm) to Amendment No. 2 to Registration Statement
on Form S-1 No. 33-2242)
10(b) The Employee Profit Sharing and 401(k) Retirement Plan and Trust
as adopted March 3, 1993 (incorporated by reference to Exhibit
10(g) to Registrant's Quarterly Report on Form 10-Q for the
period ended January 31, 1993)
10(c) 1995 Stock Option Plan of the Company (incorporated by reference
to Exhibit 4 to the Registration Statement No. 33-58747 on Form S-8)
10(d) 1995 Employee Stock Purchase Plan of the Company (incorporated
by reference to Exhibit 4 to the Registration Statement No.
33-58743 on Form S-8)
10(e) Lease dated as of March 20, 1990, between the Company and
Phillips and Huyler Assoc., L.P. (incorporated by reference to
Exhibit 10(aa) to the Annual Report on Form 10-K for the year
ended October 31, 1990)
10(f) Credit Agreement dated as of October 11, 1996, among the
Company, the Morgan Guaranty Trust Company, as Agent, and the
banks party thereto (incorporated by reference to Exhibit 3 to
Registrant's report on Form 8-K, dated October 11, 1996)
10(g) Tender Offer to Purchase, dated as of August 10, 1995,
(incorporated by reference to Exhibit(a)(1) as filed on August
10, 1995, with Schedule 13E-4)
10(h) Stock Purchase Agreement dated as of August 2, 1995, between the
Company and J. Brendan Barba (incorporated by reference to
Exhibit(c) as filed on August 10, 1995 with Schedule 13E-4)
10(i)(1) Purchase Agreement, dated as of June 20, 1996, without exhibits
between the Company and Borden, Inc. (incorporated by reference
to Exhibit C-1 to Registrant's report on Form 8-K, dated June 20, 1996)
10(i)(2) Amendment No. 1, dated as of October 11, 1996, to the Purchase
Agreement, dated as of June 20, 1996, between the Company and
Borden, Inc. (incorporated by reference to Exhibit 1(b) to
Registrant's report on Form 8-K dated October 11, 1996)
10(i)(3) Combined Financial Statements of Borden Global Packaging
Operations as of December 31, 1995 and 1994 and for each of the
three years in the period ended December 31, 1995 (incorporated
by reference to Annex F to Registrant's Proxy Statement, dated
September 11, 1996)
10(j)(1) Governance Agreement, dated as of June 20, 1996, without
exhibits, between the Company and Borden, Inc. (incorporated by
reference to Exhibit C-2 to Registrant's report on Form 8-K,
dated June 20, 1996)
9
<PAGE>
10(j)(2) Amendment No. 1, dated as of October 11, 1996, to the Governance
Agreement dated as of June 20,1996, between the Company and
Borden, Inc. (incorporated by reference to Exhibit 2(b) to
Registrant's report on Form 8-K, dated October 11, 1996)
10(k) Employment Agreement, dated as of October 11, 1996, between the
Company and J. Brendan Barba (incorporated by reference to
Exhibit 10(k) to Registrant's Annual Report on Form 10-K for the
year ended October 31, 1996)
10(l) Employment Agreement, dated as of October 11, 1996, between the
Company and Paul M. Feeney (incorporated by reference to Exhibit
10(l) to Registrant's Annual Report on Form 10-K for the year
ended October 31, 1996)
</TABLE>
10
<PAGE>
AEP INDUSTRIES INC. Exhibit 11
COMPUTATION OF THE WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
For the Three Months Ended January 31
<TABLE>
<CAPTION>
Number of Days Weighted Average
Shares of Days In Number of Shares
Common Stock Outstanding Period Outstanding
------------ ----------- ------- ------------------
<S> <C> <C> <C> <C>
1997
- ----------------------
November 1 - October 31 7,130,303 7,130,303
Shares Issued:
05-Nov-96 1,600 88 92 1,530
07-Nov-96 200 86 92 187
08-Nov-96 200 85 92 185
11-Nov-96 500 82 92 446
12-Nov-96 600 81 92 528
14-Nov-96 400 79 92 343
18-Nov-96 400 75 92 326
20-Nov-96 60 73 92 48
26-Nov-96 400 67 92 291
09-Dec-96 460 54 92 270
13-Dec-96 350 50 92 190
26-Dec-96 1,000 37 92 402
27-Dec-96 200 36 92 78
01-Jan-97 4,553 31 92 1,534
02-Jan-97 500 30 92 163
3-Jan-97 600 29 92 189
6-Jan-97 1,600 26 92 452
8-Jan-97 800 24 92 209
13-Jan-97 1,300 19 92 268
14-Jan-97 3,200 18 92 626
15-Jan-97 600 17 92 111
20-Jan-97 200 12 92 26
21-Jan-97 400 11 92 48
27-Jan-97 300 5 92 16
--------- ----------
Total Weighted Average
Shares 7,150,726 7,138,771
Total Dilutive Stock options - 360,732
--------- ----------
Total Shares 7,150,726 7,499,503
--------- ----------
--------- ----------
1996
- ----------------------
November 1 - January 31 4,804,225 4,804,225
Shares Issued:
14-Nov-95 450 79 92 386
31-Dec-95 8,265 32 92 2,875
4-Jan-96 225 27 92 66
--------- ----------
Total Weighted Average
Shares 4,813,165 4,807,552
Total Dilutive Stock
options - 174,815
--------- ----------
Total Shares 4,813,165 4,982,367
--------- ----------
--------- ----------
</TABLE>
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AEP
INDUSTRIES INC. FORM 10-Q FOR THE THREE MONTHS ENDED JAN-31-1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> JAN-31-1997
<CASH> 9,756
<SECURITIES> 0
<RECEIVABLES> 108,207
<ALLOWANCES> 5,040
<INVENTORY> 95,570
<CURRENT-ASSETS> 240,544
<PP&E> 466,324
<DEPRECIATION> 155,338
<TOTAL-ASSETS> 609,404
<CURRENT-LIABILITIES> 174,421
<BONDS> 0
99
0
<COMMON> 0
<OTHER-SE> 91,197
<TOTAL-LIABILITY-AND-EQUITY> 609,404
<SALES> 192,855
<TOTAL-REVENUES> 193,645
<CGS> 152,254
<TOTAL-COSTS> 152,254
<OTHER-EXPENSES> 29,477
<LOSS-PROVISION> 686
<INTEREST-EXPENSE> 6,421
<INCOME-PRETAX> 4,807
<INCOME-TAX> 751
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,056
<EPS-PRIMARY> .54
<EPS-DILUTED> .54
</TABLE>
