<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 1997
[ ] 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 0-17051
Tuscarora Incorporated
(Exact name of registrant as specified in the charter.)
Pennsylvania 25-1119372
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
800 Fifth Avenue
New Brighton, Pennsylvania 15066
(Address of principal executive offices)
(Zip Code)
412-843-8200
(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 at least the past 90 days.
Yes [ X ] No [ ]
As of April 1, 1997, 9,465,585 shares of Common Stock, without par
value, of the registrant were outstanding.
<PAGE> 2
Tuscarora Incorporated
INDEX
<TABLE>
<CAPTION>
Page
<S> <C> <C>
Part I. Financial Information:
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at
February 28, 1997 and August 31, 1996 3
Condensed Consolidated Statements of
Income - Three and six month periods ended
February 28, 1997 and February 29, 1996 4
Condensed Consolidated Statements of
Cash Flows - Six months ended February 28,
1997 and February 29, 1996 5
Notes to Condensed Consolidated Financial
Statements 6-7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 8-10
Part II. Other Information:
Item 1. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of
Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 12
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Tuscarora Incorporated
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
February 28, August 31,
1997 1996
---- ----
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 507,448 $ 3,379,776
Trade accounts receivable, net of
provision for losses 29,329,414 26,094,406
Inventories 19,551,098 15,666,880
Prepaid expenses and other current assets 3,273,793 1,771,694
------------ ------------
52,661,753 46,912,756
Property, Plant and Equipment, net 83,874,250 78,709,646
Other Assets
Goodwill 6,025,762 3,406,779
Other non-current assets 2,539,318 2,140,261
------------ ------------
Total Assets $145,101,083 $131,169,442
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current maturities of long-term debt $ 5,315,974 $ 5,346,335
Accounts payable 14,577,459 16,416,387
Accrued income taxes 34,442 153,930
Accrued payroll and related taxes 724,731 595,282
Other current liabilities 2,537,667 1,176,918
------------ ------------
23,190,273 23,688,852
Long-Term Debt - less current maturities 47,237,409 39,249,136
Deferred Income Taxes 2,620,234 2,069,988
Other Long-Term Liabilities 2,067,303 1,334,577
------------ ------------
Total Liabilities 75,115,219 66,342,553
Shareholders' Equity
Preferred Stock - par value $.01 per
share; authorized shares, 1,000,000; - -
none issued
Common Stock - without par value;
authorized shares, 20,000,000; issued
shares, 9,458,947 at February 28, 1997
and 9,426,923 at August 31, 1996 9,458,947 9,426,923
Capital surplus 846,757 740,818
Retained earnings 59,708,850 54,825,048
Foreign currency translation adjustment 47,020 (38,690)
------------ ------------
70,061,574 64,954,099
Less cost of reacquired shares of Common
Stock; 4,620 shares at
February 28, 1997 and 12,351 at
August 31, 1996 75,710 127,210
------------ ------------
Total Shareholders' Equity 69,985,864 64,826,889
------------ ------------
Total Liabilities and
Shareholders' Equity $145,101,083 $131,169,442
============ ============
</TABLE>
Note: The consolidated balance sheet at August 31, 1996 has been taken
from the audited financial statements and condensed. Share numbers
and the Common Stock and Capital Surplus accounts as of August 31,
1996 have been adjusted to reflect the 50% share distribution
declared on December 18, 1996 payable on January 13, 1997 to holders
of record on December 27, 1996.
See notes to condensed consolidated financial statements.
3
<PAGE> 4
Tuscarora Incorporated
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
February 28, February 29, February 28, February 29,
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net Sales $ 48,976,541 $ 43,188,022 $102,417,245 $ 90,483,738
Cost of Sales 37,454,546 33,274,525 77,189,649 68,613,281
------------ ------------ ------------ ------------
Gross profit 11,521,995 9,913,497 25,227,596 21,870,457
Selling and Administrative
Expenses 7,061,198 5,985,773 13,923,466 12,100,041
Interest Expense 885,317 685,899 1,722,679 1,393,966
Other (Income) Expense 147,238 (23,294) 105,728 (32,115)
------------ ------------ ------------ ------------
8,093,753 6,648,378 15,751,873 13,461,892
------------ ------------ ------------ ------------
Income before income
taxes 3,428,242 3,265,119 9,475,723 8,408,565
Provision for Income Taxes 1,354,556 1,278,424 3,710,363 3,267,425
------------ ------------ ------------ ------------
Net income $ 2,073,686 $ 1,986,695 $ 5,765,360 $ 5,141,140
============ ============ ============ ============
Net income per share $.22 $.21 $.61 $.55
==== ==== ==== ====
Weighted average number of
shares of Common Stock
outstanding 9,449,003 9,362,306 9,436,502 9,317,366
========= ========= ========= =========
</TABLE>
The per share and share numbers for the three and six month periods ended
February 29, 1996 have been adjusted to reflect the 50% share distribution
declared on December 18, 1996 payable on January 13, 1997 to holders of record
on December 27, 1996.
See notes to condensed consolidated financial statements.
4
<PAGE> 5
Tuscarora Incorporated
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
February 28, February 29,
1997 1996
------------ ------------
<S> <C> <C>
Operating Activities
Net Income $ 5,765,360 $ 5,141,140
Adjustments to reconcile net income
to cash provided by operating activities:
Depreciation 7,445,766 5,817,025
Amortization 387,881 292,119
Provision for losses on receivables 322,352 238,132
Increase (decrease) in deferred
income taxes 260,992 ( 178,202)
(Gain) loss on sale of property, plant
and equipment, net 177,303 ( 4,044)
Stock compensation expense 6,602 5,855
Supplemental retirement plan 58,777 -
Changes in operating assets and liabilities,
net of effects of business acquisitions:
Decrease (increase):
Trade accounts receivable ( 484,041) ( 329,594)
Inventories ( 2,943,308) 773,364
Prepaid expenses and other
current assets ( 1,151,524) (1,389,016)
Other non-current assets - ( 111,021)
Increase (decrease):
Accounts payable ( 2,875,334) (2,116,452)
Accrued income taxes ( 259,538) 75,316
Accrued payroll and related taxes 62,324 4,115
Other current liabilities ( 1,616,916) ( 566,312)
Other long-term liabilities - ( 49,139)
------------ ------------
Net cash provided by operating
activities 5,156,696 7,603,286
------------ ------------
Investing Activities
Purchase of property, plant and equipment (10,519,944) (9,714,540)
Business acquisitions, net of cash
acquired ( 4,807,343) 129,066
Proceeds from sale of property, plant and
equipment 793,666 12,080
------------ ------------
Net cash (used for)
investing activities (14,533,621) (9,573,394)
------------ ------------
Financing Activities
Proceeds from long-term debt 10,700,000 3,500,000
Payments on long-term debt ( 3,412,928) (2,589,890)
Dividends paid ( 881,558) ( 811,254)
Proceeds from sale of Common Stock 182,861 215,560
------------ ------------
Net cash provided by financing
activities 6,588,375 314,416
------------ ------------
Effects of Foreign Currency Exchange Rate
Changes on Cash and Cash Equivalents ( 83,778) ( 2,126)
------------ ------------
Net decrease in cash and cash
equivalents ( 2,872,328) (1,657,818)
Cash and Cash Equivalents at
Beginning of Period 3,379,776 2,659,767
------------ ------------
Cash and Cash Equivalents at End of Period $ 507,448 $ 1,001,949
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE> 6
Tuscarora Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Condensed Consolidated Financial Statements
The condensed consolidated balance sheet at February 28, 1997 and
the consolidated statements of income and consolidated statements of cash
flows for the periods ended February 28, 1997 and February 29, 1996 have
been prepared by the Company, without audit. In the opinion of
Management, all adjustments necessary to present fairly the financial
position, results of operations and changes in cash flows at February 28,
1997 and for the periods presented have been made.
The accompanying condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions for Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required for complete financial statements
prepared in accordance with generally accepted accounting principles. It
is suggested that these condensed consolidated financial statements be
read in conjunction with the financial statements and notes thereto
included in the Company's 1996 Annual Report to Shareholders and
incorporated by reference in the Company's annual report on Form 10-K for
the fiscal year ended August 31, 1996.
The results of operations for the period ended February 28, 1997 are
not necessarily indicative of the operating results to be expected for
the full year.
2. Inventories
Inventories are summarized as follows:
<TABLE>
<CAPTION>
February 28, August 31,
1997 1996
---- ----
<S> <C> <C>
Finished goods $ 11,311,117 $ 9,739,590
Work in process 352,483 215,475
Raw materials 6,028,880 4,233,990
Supplies 1,858,618 1,477,825
------------ ------------
$ 19,551,098 $ 15,666,880
============ ============
</TABLE>
6
<PAGE> 7
3. Acquisitions
In September 1996, the Company acquired the custom thermoforming
business of FormPac Corporation in Sandusky, Ohio; and in October 1996,
the Company acquired all the outstanding capital stock of EPS (Moulders)
Ltd., a custom molding business in Livingston, Scotland. The aggregate
purchase price for these acquisitions was approximately $6.7 million and
includes cash consideration of $4.9 million, notes and other obligations
payable valued at approximately $788,000, and an accrual for estimated
payments based on the sales of EPS (Moulders) Ltd. during the twelve
months following the acquisition and on the operating performance of
FormPac during the three years following its acquisition. The excess of
the purchase price of $6.7 million over the fair market value of the net
assets acquired in these acquisitions resulted in approximately $2.5
million being recognized as goodwill and amortized over 15 years. The
Company is continuing the businesses acquired at the same locations
under leases assumed or entered into in connection with the acquisitions.
The operating results of the acquisitions are included in the
Company's consolidated results of operations from the date of
acquisition. The combined operating results, including the results from
the acquired businesses had they been included at the beginning of the
fiscal year would not be materially different from the results of
operations as reported.
4. 50% Share Distribution
On December 18, 1996, the Company's Board of Directors declared a
50% share distribution on the Company's Common Stock payable on January
13, 1997 to shareholders of record on December 27, 1996. In connection
with the distribution, $1.00 has been transferred from the Company's
Capital Surplus account to the Company's Common Stock account for each
share issued.
All references in the accompanying financial statements to the
number of shares and per share amounts for the three and six month
periods ended February 29, 1996 have been restated to reflect the
distribution.
5. Claims and Contingencies
A lawsuit seeking compensatory and punitive damages as a result of
the alleged wrongful death of an employee was filed against the Company
in December 1996 (see Item 1 of Part II of this current report).
Two lawsuits are pending against the Company involving claims of
sexual discrimination and harassment in which compensatory and punitive
damages are sought. The Company is vigorously contesting these lawsuits
and believes that, consistent with a policy in place for many years, it
promptly, reasonably and effectively responded to all alleged incidents.
Other employment-related claims are pending before Federal and state
agencies.
The Company is involved in legal and administrative proceedings,
including one with respect to a Superfund site, which may result in the
Company becoming liable for a portion of certain environmental cleanup
costs. With respect to these matters, the Company believes that its share
of the costs should not be significant.
In the opinion of management, the disposition of the legal and
administrative proceedings should not have a material adverse effect on
the Company's financial position or results of operations.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - SECOND QUARTER FISCAL 1997
COMPARED TO SECOND QUARTER FISCAL 1996
Net sales for the quarter ended February 28, 1997 were $49.0 million, an
increase of $5.8 million, or 13.4%, over the same quarter of fiscal 1996.
Approximately 61.1% of the increase in net sales was due to the acquisitions of
FormPac Corporation in Sandusky, Ohio in September 1996 and EPS (Moulders) Ltd.
in Livingston, Scotland in October 1996. The balance of the increase was due to
the Company's core molding operations. The sales increase was achieved despite
lower sales at the Company's integrated materials facilities and price
reductions in January 1997 resulting from lower raw material costs.
Gross profit for the quarter ended February 28, 1997 was $11.5 million, a
16.2% increase from $9.9 million in the second quarter of fiscal 1996. The gross
profit margin increased to 23.5% from 23.0% due to lower raw material costs and
to improvement in the profit margin at the integrated materials facilities. The
gross margin increased despite below-average profit margins at the facilities
acquired in September and October 1996.
Selling and administrative expenses increased $1.1 million or 18.0% for
the quarter ended February 28, 1997 and increased as a percentage of net sales
to 14.4% from 13.9% in the same period of fiscal 1996. The dollar increase is
due primarily to increased employee costs added as a result of the acquisitions
in September and October 1996.
Interest expense for the quarter ended February 28, 1997 was $885,000
compared to $686,000 in the same period of fiscal 1996. The increase of
$199,000, or 29.1%, is due to the increase in long-term debt primarily as a
result of the acquisitions in September and October 1996.
Income before income taxes for the quarter ended February 28, 1997
increased to $3.4 million from $3.3 million in the same period of fiscal 1996,
an increase of $100,000 or 5.0%. The provision for income taxes for the quarter
ended February 28, 1997 increased primarily due to the increased income before
income taxes.
Net income for the quarter ended February 28, 1997 was $2.1 million, an
increase of 4.4% from the $2.0 million earned in the same quarter of fiscal
1996. The increase was due primarily to the increases in net sales and gross
profit.
Net sales and net income were Company records for a second fiscal quarter.
8
<PAGE> 9
RESULTS OF OPERATIONS - SIX MONTHS ENDED FEBRUARY 28, 1997
COMPARED TO SIX MONTHS ENDED FEBRUARY 29, 1996
Net sales for the six months ended February 28, 1997 were $102.4 million,
an increase of $11.9 million, or 13.2%, over the same six-month period of fiscal
1996. Approximately 63.3% of the increase in net sales was due to the
acquisitions of Alpine Packaging Corporation in Colorado Springs, Colorado in
December 1995 and of FormPac Corporation and EPS (Moulders) Ltd. in September
and October 1996, respectively. The balance of the increase was due to the
Company's core molding operations. The overall sales increase was achieved
despite lower sales at the Company's integrated materials facilities and
reductions in some selling prices.
Gross profit for the six months ended February 28, 1997 was $25.2 million,
a 15.4% increase from $21.9 million in the first six months of fiscal 1996. The
gross profit margin increased to 24.6% from 24.2% due to lower raw material
costs throughout the period and higher profit margins at the integrated
materials facilities. The gross profit margin increased despite below average
gross margins at the facilities acquired in September and October 1996.
Selling and administrative expenses for the current six-month period were
$13.9 million, an 15.1% increase over $12.1 million in the previous period.
Selling and administrative expenses increased as a percentage of net sales to
13.6% from 13.4% in the same period of fiscal 1996. The dollar increase is due
primarily to increased employee costs added as a result of the acquisitions in
December 1995 and September and October 1996.
Interest expense for the six months ended February 28, 1997 increased to
$1.7 million from $1.4 million in the same period of fiscal 1996. The increase
of $329,000, or 23.6%, is due to the increase in long-term debt primarily as a
result of the acquisitions in September and October 1996.
Income before income taxes for the six months ended February 28, 1997
increased to $9.5 million from $8.4 million in the same period of fiscal 1996,
an increase of $1.1 million or 12.7%. The provision for income taxes for the
quarter ended February 28, 1997 increased primarily due to the increased income
before income taxes.
Net income for the six months ended February 28, 1997 was $5.8 million, an
increase of 12.1% from the $5.1 million earned in the same period of fiscal
1996. The increase was due primarily to the increases in net sales and gross
profit.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities for the six months ended February
28, 1997 amounted to $5.2 million compared to $7.6 million for the same period
in fiscal 1996. Depreciation and amortization for the same six-month periods
amounted to $7.8 million and $6.1 million, respectively. Because a substantial
portion of the company's operating expenses are attributable to depreciation and
amortization, the Company believes that its liquidity would not be adversely
affected should a period of reduced earnings occur.
9
<PAGE> 10
During the six months ended February 28, 1997, the Company's inventories
and accounts receivable decreased as a result of the increased sales level and
as a result of the acquisitions in September and October 1996. These increases
and decreases in accounts payable reduced the net cash provided by operating
activities.
Capital expenditures for property, plant and equipment during the six
months ended February 28, 1997 amounted to $10.5 million, including
approximately $907,000 for environmental control equipment. The largest amount
of the capital expenditures was for molding presses and related process
equipment.
In September 1996, the Company acquired the custom thermoforming business
of FormPac Corporation in Sandusky, Ohio and in October 1996 the Company
acquired the custom molding business of EPS (Moulders) Ltd. in Livingston
Scotland (see Note 3 to the Condensed Consolidated Financial Statements). The
amount paid at the closings of these transactions was borrowed from the
Company's principal bank (see the following paragraph). The Company will
continue to look for acquisitions which will mesh well with the Company's
business.
Total long-term debt of the Company amounted to $47.2 million at February
28, 1997, of which $44.0 million was borrowed under a credit agreement with the
Company's principal bank, including $13.9 million out of an available $40.0
million under a revolving credit agreement. During the six months ended
February 28, 1997, $10.7 million was borrowed under the revolving credit
agreement primarily to fund the acquisitions referred to above. Total long-term
debt amounted to $39.2 million at August 31, 1996.
On December 18, 1996, the Company declared its regular semiannual cash
dividend of $.14 per share payable on January 6, 1997 to shareholders of record
on December 27, 1997. The Company also declared a 50% stock distribution
payable to shareholders of record on December 27, 1996 payable on January 13,
1997. A cash dividend of $.13 per share was paid in January 1996.
Cash provided by operating activities as supplemented by the amount
available under the bank credit agreement should be sufficient to enable the
Company to continue to fund its operating needs, capital expenditures and
dividend payments.
INFLATION
The impact of inflation on the Company's financial position and results of
operations has not been significant during the periods discussed.
10
<PAGE> 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
On December 23, 1996, a Complaint for Wrongful Death was filed by John C.
Bartram, Administrator of the Estate of Dwayne Scott Mount, Deceased (the
"Decedent"), against the Company and Toyo Machine and Metal Co., Ltd. ("Toyo")
in the Court of Common Pleas of Marion County, Ohio. On May 7, 1996, the
Decedent was killed while working on a molding machine manufactured by
defendant Toyo, at the Company's custom molding plant in Marion, Ohio. Count I
of the Complaint claims that the Decedent was wrongfully killed as a result of
certain alleged intentional conduct of the Company and seeks both compensatory
and punitive damages from the Company of not less than $5,000,000. Count II of
the Complaint seeks damages from defendant Toyo for defective and/or negligent
design of the machine. The Company has filed an Answer to the Complaint denying
the allegations against the Company and asserting various defenses including
that the plaintiff's claim is barred by recovery from the Ohio Bureau of
Workers' Compensation. The Company will vigorously defend this litigation.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company's Annual Meeting of Shareholders was held on December 18,
1996. The holders of 5,280,433 shares of the Company's Common Stock
(approximately 84.0% of the shares entitled to be voted) were present at the
meeting in person or by proxy. The matters voted upon at the meeting were (i)
the election of three persons to serve as directors for a three-year term
expiring at the annual meeting of shareholders in 1999, and (ii) the
ratification of the appointment of Ernst & Young, LLP as the independent public
accountants to audit the financial statements of the Company and its
subsidiaries for the 1997 fiscal year.
Thomas S. Blair, Jeffery L. Leininger and Thomas P. Woolaway, the nominees
of the Company's Board of Directors, were elected to serve as directors until
1999. There were no other nominees. Shares were voted as follows:
<TABLE>
<CAPTION>
Withhold
Name For Vote For
---- --- --------
<S> <C> <C>
Thomas S. Blair 5,248,738 31,695
Jeffery L. Leininger 5,243,163 37,270
Thomas P. Woolaway 5,249,738 30,695
</TABLE>
The appointment of Ernst & Young, LLP as the independent public
accountants for the 1997 fiscal year was ratified: affirmative votes, 5,257,688
shares; negative votes, 3,540 shares; and abstained, 19,225 shares.
-11-
<PAGE> 12
Item. 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
The exhibits listed below are filed as a part of this quarterly report.
<TABLE>
<CAPTION>
Exhibit No. Document
----------- --------
<S> <C>
11 Computation of Net Income Per Share.
27 Financial Data Schedule.
</TABLE>
(b) Reports on Form 8-K
No events which resulted in the filing of a current report on Form 8-K
occurred during the fiscal quarter ended February 28, 1997.
12
<PAGE> 13
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.
Tuscarora Incorporated
(Registrant)
Date: April 14, 1997 By /s/ JOHN P. O'LEARY, JR.
-------------------------
John P. O'Leary, Jr.,
President and
Chief Executive Officer
Date: April 14, 1997 By /s/ BRIAN C. MULLINS
---------------------
Brian C. Mullins,
Vice President and
Treasurer (Principal
Financial Officer and
Principal Accounting
Officer)
13
<PAGE> 14
Tuscarora Incorporated
FORM 10-Q FOR QUARTER ENDED FEBRUARY 28, 1997
EXHIBIT LIST
The following exhibits are filed as a part of this quarterly report on
Form 10-Q.
<TABLE>
<CAPTION>
Exhibit
No. Document
------- --------
<S> <C>
11 Computation of Net Income Per Share.
27 Financial Data Schedule.
</TABLE>
<PAGE> 1
Tuscarora Incorporated
EXHIBIT 11 - COMPUTATION OF NET INCOME PER SHARE
<TABLE>
<Caption
Three Months Ended Six Months Ended
February 28, February 29, February 28, February 29,
1997 1996 1997 1996
------------ ------------ ------------ ------------
(In thousands, except per share data)
<S> <C> <C> <C> <C>
PRIMARY
Weighted average number of
shares of Common Stock
outstanding 9,449 9,362 9,437 9,317
Net effect of dilutive stock
options - based on the
treasury stock method using
average market price
196 185 213 190
----- ----- ----- -----
TOTAL 9,645 9,547 9,650 9,507
===== ===== ===== =====
Net income 2,074 1,987 5,765 5,141
===== ===== ===== =====
Per share amount $ .22 $ .21 $ .60 $ .54
===== ===== ===== =====
FULLY DILUTED
Weighted average number of
shares of Common Stock
outstanding 9,449 9,362 9,437 9,317
Net effect of dilutive stock
options - based on the
treasury stock method using
greater of average market
price or closing market price 196 191 213 191
----- ----- ----- -----
TOTAL 9,645 9,553 9,650 9,508
===== ===== ===== =====
Net income 2,074 1,987 5,765 5,141
===== ===== ===== =====
Per share amount $ .22 $ .21 $ .60 $ .54
===== ===== ===== =====
</TABLE>
The per share and share numbers for the three and six month periods ended
February 29, 1996 have been adjusted to reflect the 50% share distribution
declared on December 18, 1996 payable on January 13, 1997 to holders of record
on December 27, 1996.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-END> FEB-28-1997
<CASH> 507,448
<SECURITIES> 0
<RECEIVABLES> 30,415,226
<ALLOWANCES> 1,085,812
<INVENTORY> 19,551,098
<CURRENT-ASSETS> 52,661,753
<PP&E> 171,395,861
<DEPRECIATION> 87,521,611
<TOTAL-ASSETS> 145,101,083
<CURRENT-LIABILITIES> 23,190,273
<BONDS> 47,237,409
0
0
<COMMON> 9,458,947
<OTHER-SE> 60,526,917
<TOTAL-LIABILITY-AND-EQUITY> 145,101,083
<SALES> 102,417,245
<TOTAL-REVENUES> 102,417,245
<CGS> 77,189,649
<TOTAL-COSTS> 77,189,649
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 322,352
<INTEREST-EXPENSE> 1,722,679
<INCOME-PRETAX> 9,475,723
<INCOME-TAX> 3,710,363
<INCOME-CONTINUING> 5,765,360
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,765,360
<EPS-PRIMARY> 0.60
<EPS-DILUTED> 0.60
</TABLE>
