<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ........ to ........
Commission file number 1-10307
______________________
IMPERIAL HOLLY CORPORATION
(Exact name of registrant as specified in its charter)
Texas 74-0704500
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Imperial Square, Suite 200, P.O. Box 9, Sugar Land, Texas 77487
(Address of principal executive offices, including Zip Code)
(281) 491-9181
(Registrant's telephone number, including area code)
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.
X
Yes _____ No _____
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of February 11, 1997.
14,156,718 shares.
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<PAGE>
IMPERIAL HOLLY CORPORATION
Index
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5
Consolidated Statement of Changes in
Shareholders' Equity 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
______________________
The statements regarding future market prices and operating results and
other statements that are not historical facts contained in this Quarterly
Report on Form 10-Q are forward-looking statements. The words "expect",
"project", "estimate", "believe", "predict" and similar expressions are also
intended to identify forward-looking statements. Such statements involve risks,
uncertainties and assumptions, including, without limitation, market factors,
the effect of weather and economic conditions, farm and trade policy, the
available supply of sugar, available quantity and quality of sugarbeets and
other factors detailed elsewhere in this and other Company filings with the
Securities and Exchange Commission. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual outcomes may vary materially from those indicated.
- 2 -
<PAGE>
PART I - FINANCIAL INFORMATION
IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 1996 March 31, 1996
(unaudited)
----------------- --------------
(In Thousands of Dollars)
ASSETS
CURRENT ASSETS:
Cash and temporary investments $ 2,806 $ 1,930
Marketable securities 45,370 37,373
Accounts receivable 49,075 38,736
Inventories:
Finished products 147,604 61,702
Raw and in-process materials 34,116 15,929
Supplies 17,138 12,124
Manufacturing costs prior to production 5,339 12,476
Prepaid expenses 5,221 3,260
--------- ---------
Total current assets 306,669 183,530
NOTES RECEIVABLE 1,171 1,195
OTHER INVESTMENTS 9,638 6,702
PROPERTY, PLANT AND EQUIPMENT - net 153,902 124,103
OTHER ASSETS 10,727 9,789
--------- ---------
TOTAL $ 482,107 $ 325,319
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - trade $ 49,008 $ 37,937
Short-term borrowings 77,276 31,839
Current maturities of long-term debt 1,498 8
Other current liabilities 43,838 32,020
--------- ---------
Total current liabilities 171,620 101,804
LONG-TERM DEBT 90,595 89,800
DEFERRED TAXES AND OTHER CREDITS 46,592 22,672
SHAREHOLDERS' EQUITY
Preferred stock - -
Common stock 82,584 32,276
Retained earnings 78,402 69,829
Unrealized securities gains - net 12,314 8,938
--------- ---------
Total shareholders' equity 173,300 111,043
--------- ---------
TOTAL $ 482,107 $ 325,319
========= =========
See notes to consolidated financial statements.
- 3 -
<PAGE>
IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
December 31, December 31,
--------------------------- -----------------------
1996 1995 1996 1995
---------- ---------- --------- ----------
(In Thousands of Dollars,
Except per Share Amounts)
<S> <C> <C> <C> <C>
NET SALES $ 189,935 $ 171,569 $ 583,890 $ 486,179
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Cost of sales 170,601 157,809 518,167 443,944
Selling, general and administrative 14,883 14,608 44,824 43,213
Cost of workforce reduction - 475 - 475
---------- ---------- ---------- ----------
Total 185,484 172,892 562,991 487,632
---------- ---------- ---------- ----------
OPERATING INCOME (LOSS) 4,451 (1,323) 20,899 (1,453)
INTEREST EXPENSE (2,865) (2,723) (9,202) (8,445)
REALIZED SECURITIES GAINS 41 2,226 435 5,388
OTHER INCOME - Net 555 967 1,207 2,821
---------- ---------- ---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES 2,182 (853) 13,339 (1,689)
PROVISION (CREDIT) FOR INCOME TAXES 686 (434) 4,766 (506)
---------- ---------- ---------- ----------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM 1,496 (419) 8,573 (1,183)
EXTRAORDINARY ITEM - NET OF TAX - 224 - 604
---------- ---------- ---------- ----------
NET INCOME (LOSS) $ 1,496 $ (195) $ 8,573 $ (579)
========== ========== ========== ==========
EARNINGS PER SHARE OF COMMON STOCK:
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM $ 0.11 $ (0.04) $ 0.71 $ (0.12)
EXTRAORDINARY ITEM - NET OF TAX - 0.02 - 0.06
---------- ---------- ---------- ----------
NET INCOME (LOSS) $ 0.11 $ (0.02) $ 0.71 $ (0.06)
========== ========== ========== ==========
WEIGHTED AVERAGE SHARES OUTSTANDING 14,147,504 10,305,527 12,059,289 10,297,010
========== ========== ========== ==========
</TABLE>
See notes to consolidated financial statements.
- 4 -
<PAGE>
IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
December 31,
-----------------------------
1996 1995
---------- ----------
(In Thousands of Dollars)
OPERATING ACTIVITIES:
Net income (loss) $ 8,573 $ (579)
Adjustments for non-cash and
non-operating items:
Extraordinary item - net - (604)
Depreciation 10,928 9,434
Other 435 (5,623)
Working capital changes
(excluding working capital
acquired in the Spreckels acquisition):
Receivables (3,690) (7,849)
Inventory (70,408) (7,776)
Deferred and prepaid costs 13,689 8,633
Accounts payable (1,159) 8,711
Other liabilities 3,353 (5,985)
---------- ----------
Operating cash flow (38,279) (1,638)
---------- ----------
INVESTMENT ACTIVITIES:
Acquisition of Spreckels (36,410) -
Capital expenditures (7,209) (6,887)
Investment in marketable securities (5,113) (6,396)
Proceeds from sale of marketable
securities 2,789 14,717
Proceeds from sale of fixed assets 69 847
Other 3,080 3,688
---------- ----------
Investing cash flow (42,794) 5,969
---------- ----------
FINANCING ACTIVITIES:
Private placement of common stock 49,781 -
Short-term debt:
Bank borrowings - net 72,756 23,060
CCC borrowings - advances 35,079 119,833
CCC borrowings - repayments (74,960) (132,815)
Repayment of long-term debt (1,218) (9,319)
Dividends paid - (411)
Other 511 178
---------- ----------
Financing cash flow 81,949 526
---------- ----------
INCREASE IN CASH AND TEMPORARY INVESTMENTS 876 4,857
CASH AND TEMPORARY INVESTMENTS,
BEGINNING OF PERIOD 1,930 1,686
---------- ----------
CASH AND TEMPORARY INVESTMENTS,
END OF PERIOD $ 2,806 $ 6,543
========== ==========
See notes to consolidated financial statements.
- 5 -
<PAGE>
IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the Nine Months Ended December 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
Common Stock
-------------------------------- Unrealized
Retained Securities
Shares Amount Earnings Gains Total
----------- ------------ --------------- ---------------- -----------
(In Thousands of Dollars)
<S> <C> <C> <C> <C> <C>
BALANCE,
MARCH 31, 1996 10,312,507 $ 32,276 $ 69,829 $ 8,938 $ 111,043
Net income 8,573 8,573
Private placement of
common stock - net of
issuance costs 3,800,000 49,781 49,781
Employee stock
purchase plan and
stock option exercises 21,033 226 226
Director compensation
plan 21,760 301 301
Change in unrealized
securities gains - net 3,376 3,376
----------- ------------ --------------- ---------------- -----------
BALANCE,
DECEMBER 31, 1996 14,155,300 $ 82,584 $ 78,402 $ 12,314 $ 173,300
=========== ============ ================ ================ ===========
</TABLE>
See notes to consolidated financial statements.
- 6 -
<PAGE>
IMPERIAL HOLLY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995
Basis of Presentation -- The unaudited condensed consolidated
financial statements included herein have been prepared pursuant to the rules
and regulations of the Securities and Exchange Commission and reflect in the
opinion of management, all adjustments, consisting only of normal recurring
accruals, that are necessary for a fair presentation of financial position and
results of operations for the interim periods presented. These financial
statements include the accounts of Imperial Holly Corporation and its majority
owned subsidiaries (the "Company"). All significant intercompany balances and
transactions have been eliminated in consolidation. Certain information and
footnote disclosures required by generally accepted accounting principles have
been condensed or omitted pursuant to such rules and regulations. The financial
statements included herein should be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the year ended March 31, 1996.
Cost of Sales -- Payments to growers for sugarbeets are based in part
upon the Company's average net return for sugar sold (as defined in the
participating contracts with growers) during the grower contract years, some of
which extend beyond December 31. The contracts provide for the sharing of the
net selling price (gross sales price less certain marketing costs, including
packaging costs, brokerage, freight expense and amortization of costs for
certain facilities used in connection with marketing) with growers. Cost of
sales includes an accrual for estimated additional amounts to be paid to growers
based on the average net return realized for sugar sold in each of the contract
years through December 31. The final cost of sugarbeets cannot be determined
until the end of the contract year for each growing area. Manufacturing costs
prior to production are deferred and allocated to production costs based on
estimated total units of production for each sugar manufacturing campaign.
Additionally, the Company's sugar inventories, which are accounted for on a LIFO
basis, are periodically reduced at interim dates to levels below that of the
beginning of the fiscal year. When such interim LIFO liquidations are expected
to be restored prior to fiscal year-end, the estimated replacement cost of the
liquidated layers is utilized as the basis of the cost of sugar sold from
beginning of the year inventory. Accordingly, the cost of sugar utilized in the
determination of cost of sales for interim periods includes estimates which may
require adjustment in future fiscal periods.
Acquisition of Spreckels -- On April 19, 1996, the Company acquired
all of the outstanding capital stock of Spreckels Sugar Company, Inc. and
Limestone Products Company, Inc. (collectively "Spreckels"), a California based
beet sugar processor. The purchase price was the sum of i) Spreckels' net
working capital as of December 31, 1995, ii) $3 million and iii) net cash
advanced to Spreckels by the seller between December 31, 1995 and the closing
date. The Company funded from current borrowings under the Company's revolving
credit line $35.3 million of the purchase price at closing. The Company notified
the seller that it calculated the total purchase price as $29.3 million. The
seller filed a lawsuit claiming that the final purchase price was $39.1 million,
with $3.8 million remaining unpaid. The Company and the seller have reached an
agreement in principal to settle their dispute and dismiss the pending
litigation (subject to executions of definative documents). Under such
settlement, the purchase price is agreed to equal the $35.3 million originally
paid and the Company would pay an additional $200,000 to acquire certain former
Spreckels' assets not included in the original purchase. These assets have an
estimated value of approximately $2.5 million based on an independent appraisal.
- 7 -
<PAGE>
The acquisition was accounted for as a purchase and Spreckels' results
of operations are included in the Company's consolidated financial statements
commencing April 19, 1996. Summarized proforma operating results for the three
months ended December 31, 1995 and the nine months ended December 31, 1996 and
1995, as if the acquisition had occurred on the first day of each of the
respective periods is as follows (in thousands of dollars, except per share
amounts):
Three Months Ended Nine Months Ended
December 31, December 31,
------------------- --------------------------
1995 1996 1995
--------- --------- ----------
Net Sales $ 216,691 $ 591,727 $ 636,308
Income (loss) before
extraordinary item (3,277) 8,906 (8,509)
Net income (loss) (3,053) 8,906 (7,905)
Earnings per share:
Income (loss) before
extraordinary item (0.32) 0.74 (0.83)
Net income (loss) (0.30) 0.74 (0.77)
Stock Sale -- On August 29, 1996, the Company completed the private
placement of 3,800,000 shares of the Company's common stock to Greencore Group
plc ("Greencore"), an Irish sugar and agricultural products company, for net
proceeds of $49.8 million. In July, the Board of Directors took action under
the Company's 1989 Shareholder Rights Plan to increase the ownership percentage
that would trigger the Plan with respect to Greencore to 30% during the term of
the Investor Agreement between Greencore and the Company (not more than 5
years). Thereafter, the trigger level would be increased to 35%, until such
time as Greencore's investment falls below 15%, at which time the trigger level
becomes 15%. During the term of the Investor Agreement, Greencore will have the
right to designate two nominees for election as Directors of the Company, and
will be required to vote for the director nominees recommended by the Board of
Directors. During the term of the Investor Agreement Greencore is also subject
to restrictions relative to certain actions regarding the Company.
Earnings per share -- Effective April 1, 1996, the Company adopted
Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based
Compensation" ("SFAS No. 123"), and elected to continue to follow Accounting
Principles Board Opinion No. 25 to measure employee stock compensation cost.
The impact of SFAS No. 123 on proforma earnings per share for the three and nine
months ended December 31, 1996 and 1995 was not significant.
Extraordinary Item -- During the fiscal year ended March 31, 1996, the
Company purchased and retired $10.2 million principal amount of its 8-3/8%
senior notes due in 1999, resulting in gains which are reported, net of related
income tax expense of $121,000 for the three months and $325,000 for the nine
months, as extraordinary items.
- 8 -
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Company finances its working capital and capital expenditure
requirements from a combination of funds generated by operations and short-term
borrowing arrangements, including short-term, secured borrowings from the
Commodity Credit Corporation ("CCC"). CCC loans mature each September 30; no
CCC loans were outstanding at December 31, 1996. CCC loans are made on a non-
recourse basis if the tariff rate quota exceeds 1.5 million short-tons raw
value; otherwise, they will be made on a recourse basis (see "Business - Sugar
Legislation and Other Market Factors" in the Company's Annual Report on
Form 10-K).
Increases in working capital components are largely due to the
inclusion of Spreckels in the December 31, 1996 consolidated balance sheet,
offset by the reduction in short-term borrowings from the proceeds of the
private placement of common stock. Additionally, increases in inventories
result from seasonal beet sugar production and increases in accounts receivable
at December 31, 1996 results from higher sales compared to the period ended
March 31, 1996.
The purchase of Spreckels, as well as the increase in working capital
described above, were funded by advances under short-term borrowing
arrangements.
Net proceeds from the private placement of 3,800,000 shares of the
Company's common stock to Greencore Group plc in late August 1996 totaled $49.8
million. The Company initially utilized the net proceeds to reduce short-term
borrowings and, longer term, expects to expand capital expenditures and/or
reduce long-term indebtedness.
Fiscal 1997 capital expenditures are estimated at $10.0 million. The
Company's marketable securities portfolio is reported at its market value of
$45.4 million at December 31, 1996, $18.9 million in excess of its cost basis.
Management believes that existing internal and external sources of liquidity are
adequate to meet its financing requirements.
RESULTS OF OPERATIONS
Net sales increased $18.4 million or 10.7% for the three months ended
December 31, 1996, compared to the same period of the prior year; for the nine
month year-to-date periods, net sales increased $97.7 million or 20.1%. Such
increases were primarily the result of sugar sales of Spreckels and increases in
sugar and pulp prices. Lower sales volumes by the Company's Holly Sugar
subsidiary for the quarter resulting from reduced acreage at two beet sugar
factories and lower beginning inventory levels, were partially offset by higher
cane sugar sales volumes. Sugar sales prices increased significantly from the
year earlier periods as a smaller domestic sugarbeet crop the last two fall
harvests put upward pressure on refined sugar prices. Spot sugar sales prices
are currently at levels slightly below the peaks reached in the third quarter.
A significant portion of the Company's industrial sales are
- 9 -
<PAGE>
made under forward sales contracts, most of which commence October 1 and extend
for up to a year, resulting in a lagging effect of market price changes on the
Company's sugar sales. Some industrial sales customers have not contracted for
their full year requirements for the upcoming contract year; however, the
majority of the Company's expected industrial sales volume is contracted through
September 1997. The Company purchases and prices raw cane sugar under forward
purchase contracts to manage its exposure to future price changes. Pulp sales
prices increased significantly as a result of higher feed grain prices. Recent
drops in feed grain prices are expected to cause pulp prices to decline from
their present high levels.
Cost of sales as a percent of sales declined from 92.0% to 89.8% for
the three months and from 91.3% to 88.7% for the nine months ended December 31,
1996 as sales price increases and decreases in raw cane sugar costs more than
offset the impact of higher energy costs and higher beet sugar manufacturing
costs due to lower throughput at the factories affected by reduced acreage. The
Company purchases sugarbeets under participatory contracts which provide for a
percentage sharing of the net selling price realized on refined beet sugar sales
between the Company and the grower. Use of this type of contract reduces the
Company's exposure to inventory price risk on sugarbeet purchases so long as the
contract net selling price does not fall below the regional minimum support
prices established by the USDA. Consequently, the increase in the unit selling
price of refined beet sugar resulted in increases in the unit cost of sugarbeets
purchased, mitigating the improvement in beet sugar sales margins.
The recent heavy rains and flooding in California disrupted rail
service to the Company's Woodland, California factory. In January, the Company
diverted harvested sugarbeets stockpiled in Oregon and Washington to the
Company's Sidney, Montana factory. Assuming normal weather patterns in Sidney,
the Company does not expect this diversion to have a significant impact on
fourth quarter operating costs. The flooding has also delayed planting for the
fall crop in Northern California and some of the spring crop acreage already
planted will be lost. While full assessment of the impact cannot be made at
this time, the Company does not expect sugarbeet tonnage to be reduced
significantly or operating costs to be affected significantly as a result of the
flooding.
Selling, general and administrative expenses increased by $1.6 million
or 3.7% for the nine months and were virtually unchanged for the three months
ended December 31, 1996 compared to the same period of the prior year. For the
nine month period, higher volume related selling and distribution costs,
increases in incentive compensation, as well as the addition of Spreckels
general and administrative costs were offset by reductions in advertising and
general and administrative costs. The Company completed the consolidation of
Spreckels sales and administrative functions into its Sugar Land, Texas offices
during the second fiscal quarter.
Interest expense for the three and nine months ended December 31, 1996
was higher than the comparable periods of the prior year as a result of higher
short-term average borrowings (including borrowings to finance the acquisition
of Spreckels as well as Spreckels working capital borrowings offset by the
- 10 -
<PAGE>
reduction from the private placement in late August), mitigated by somewhat
lower short-term interest rates and lower long-term debt outstanding. The
decrease in other income - net is primarily due to gains on the sale of assets
of $.6 million in the prior year. The extraordinary gains resulted from the
purchase and retirement of $10.2 million principal amount of 8-3/8% senior notes
in fiscal 1996.
- 11 -
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As discussed in the Notes to Consolidated Financial Statements, the
Company is involved in a dispute concerning the final purchase price in the
Company's acquisition of Spreckels. The seller has filed a lawsuit alleging the
Company owes an additional $3.8 million; the Company and the seller have reached
an agreement in principal to settle the dispute and dismiss the litigation.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The exhibits required to be filed with this report are listed below:
Exhibit 11 Computation of Income Per Common Share
Exhibit 27 Financial Data Schedules
Registrant is a party to several long-term debt instruments under
which in each case the total amount of securities authorized does not exceed 10%
of the total assets of Registrant and its subsidiaries on a consolidated basis.
Pursuant to paragraph 4(iii) (A) of Item 601(b) of Regulation S-K, Registrant
agrees to furnish a copy of such instruments to the Securities and Exchange
Commission upon request.
(b) No reports on Form 8-K were filed during the quarter ended
December 31, 1996.
- 12 -
<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.
IMPERIAL HOLLY CORPORATION
(Registrant)
Dated: February 12, 1997 By: /s/ James C. Kempner
--------------------
James C. Kempner
President, Chief Executive Officer
and Chief Financial Officer
(Principal Financial Officer)
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<PAGE>
EXHIBIT 11
IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
COMPUTATION OF INCOME PER COMMON SHARE
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended Ended
December 31, 1996 December 31, 1996
----------------- -----------------
(In Thousands of Dollars)
<S> <C> <C>
INCOME FOR PRIMARY AND FULLY DILUTED COMPUTATION:
Net Income:
As reported $ 1,496 $ 8,573
Adjustments - none - -
----------- -----------
As adjusted $ 1,496 $ 8,573
=========== ===========
PRIMARY EARNINGS PER SHARE:
Weighted average shares of common stock outstanding 14,147,504 12,059,289
Incremental shares issuable from assumed exercise of
stock options under the treasury stock method 209,529 151,432
----------- -----------
Weighted average shares of common stock outstanding,
as adjusted 14,357,033 12,210,721
=========== ===========
Primary earnings per share:
Net income $ 0.10 $ 0.70
=========== ===========
FULLY DILUTED EARNINGS PER SHARE:
Weighted average shares of common stock outstanding 14,147,504 12,059,289
Incremental shares issuable from assumed exercise
of stock options under the treasury stock method 209,529 191,370
----------- -----------
Weighted average shares of common stock outstanding,
as adjusted 14,357,033 12,250,659
=========== ===========
Fully diluted earnings per share:
Net income $ 0.10 $ 0.70
=========== ===========
</TABLE>
_______________________________________
This calculation is submitted in accordance with Item 601(b)(11) of
Regulation S-K; the amount of dilution illustrated in this calculation
is not required to be disclosed pursuant to paragraph 14 of Accounting
Principles Board Opinion No. 15.
- 14 -
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's unaudited condensed consolidated financial statements for the nine
months ended December 31, 1996 and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 2,806
<SECURITIES> 45,370
<RECEIVABLES> 49,075
<ALLOWANCES> 0
<INVENTORY> 198,858
<CURRENT-ASSETS> 306,669
<PP&E> 306,761
<DEPRECIATION> 152,859
<TOTAL-ASSETS> 482,107
<CURRENT-LIABILITIES> 171,620
<BONDS> 90,595
0
0
<COMMON> 82,584
<OTHER-SE> 90,716
<TOTAL-LIABILITY-AND-EQUITY> 482,107
<SALES> 583,890
<TOTAL-REVENUES> 583,890
<CGS> 518,167
<TOTAL-COSTS> 518,167
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,202
<INCOME-PRETAX> 13,339
<INCOME-TAX> 4,766
<INCOME-CONTINUING> 8,573
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,573
<EPS-PRIMARY> .71
<EPS-DILUTED> .71
</TABLE>
