-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, A7wc9aJHvRL8VnBxH3vmeL/Iyw5pcq3McoDsgY559h1A6qUn/R5gWpLJZgSaaHuq cSTPGpVp7XCHtpKvw+RcsA== 0000034891-94-000009.txt : 19941021 0000034891-94-000009.hdr.sgml : 19941021 ACCESSION NUMBER: 0000034891-94-000009 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940618 FILED AS OF DATE: 19941020 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEDERAL PAPER BOARD CO INC CENTRAL INDEX KEY: 0000034891 STANDARD INDUSTRIAL CLASSIFICATION: 2631 IRS NUMBER: 220904830 STATE OF INCORPORATION: NY FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03838 FILM NUMBER: 94554116 BUSINESS ADDRESS: STREET 1: 75 CHESTNUT RIDGE RD CITY: MONTVALE STATE: NJ ZIP: 07645 BUSINESS PHONE: 2013911776 10-Q/A 1 FEDERAL PAPER BOARD COMPANY, INC. FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Twenty-Four Weeks Ended June 18, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-3838 FEDERAL PAPER BOARD COMPANY, INC. (Exact name of Registrant as specified in its charter) NORTH CAROLINA 22-0904830 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 75 CHESTNUT RIDGE ROAD, MONTVALE, NEW JERSEY 07645 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (201) 391-1776 The undersigned Registrant hereby amends the following items, financial statements, exhibits or other portions of its Report on Form 10-Q for the twenty-four weeks ended June 18, 1994 as set forth in the pages attached hereto: Part I Financial Information Item 1. Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Part II Other Information Exhibit 11 Computation of Earnings (Loss) Per Common Share Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. FEDERAL PAPER BOARD COMPANY, INC. BY: /s/ QUENTIN J. KENNEDY Quentin J. Kennedy Director, Executive Vice President and Secretary Date: October 19, 1994 FEDERAL PAPER BOARD COMPANY, INC. CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) Restated Restated June 18, January 1, In thousands 1994 1994 ASSETS Cash $ 297 $ 271 Receivables - net 83,706 52,062 Inventories: Raw materials 59,973 58,720 Work in process 14,725 15,469 Finished goods 93,622 99,329 Supplies 51,082 51,701 Subtotal 219,402 225,219 Lifo Reserve (2,845) (2,819) Total inventories 216,557 222,400 Other current assets 32,586 32,392 Total Current Assets 333,146 307,125 Property, plant and equipment 2,731,903 2,666,423 Accumulated depreciation (831,142) (769,869) Property, plant and equipment - net 1,900,761 1,896,554 Timber and timberlands 189,073 189,674 Goodwill and other intangibles 115,672 118,418 Other assets 51,631 50,132 Total Assets $2,590,283 $2,561,903 LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable $ 101,827 $ 90,356 Current portion of long-term debt 54,528 56,148 Short-term bank debt 20,687 25,304 Other current liabilities 103,267 102,335 Total Current Liabilities 280,309 274,143 Long-term debt 991,526 973,825 Other liabilities 90,495 78,872 Deferred tax liability 338,935 342,757 Capital stock 214,162 214,111 Other capital 250,840 249,800 Retained earnings 427,823 432,961 Treasury stock, at cost (3,807) (4,566) Total Shareholders' Equity 889,018 892,306 Total Liabilities and Shareholders' Equity $2,590,283 $2,561,903 See accompanying notes to condensed consolidated financial statements.
-2- FEDERAL PAPER BOARD COMPANY, INC. CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited) Restated Restated For the For the Twelve Weeks Ended Twenty-Four Weeks Ended June 18, June 19, June 18, June 19, In thousands, except per 1994 1993 1994 1993 share amounts Net sales $347,976 $329,579 $667,430 $649,423 Costs and expenses: Cost of products sold 260,391 244,634 506,914 480,308 Depreciation, amortization and cost of timber harvested 32,932 33,217 65,817 67,056 Selling and administrative expenses 16,351 13,465 31,350 28,697 Interest expense 18,996 20,326 38,838 40,120 Other - net 4,592 26,780 15,236 26,969 Total costs and expenses 333,262 338,422 658,155 643,150 Income (loss) before taxes 14,714 (8,843) 9,275 6,273 Provision for income taxes 2,714 (3,643) 575 2,373 Net income (loss) 12,000 (5,200) 8,700 3,900 Preferred dividend requirements 1,524 1,525 3,049 3,051 Net income (loss) available to common shares $ 10,476 $ (6,725) $ 5,651 $ 849 Average Common Shares Outstanding: Assuming no dilution 42,210 41,982 42,192 41,970 Assuming full dilution 42,771 41,982 42,810 42,154 Earnings (Loss) Per Common Share: Assuming no dilution $.25 $(.16) $.13 $.02 Assuming full dilution $.25 $(.16) $.13 $.02 Dividends Per Common Share $.25 $ .25 $.50 $.50 See accompanying notes to condensed consolidated financial statements.
-3- FEDERAL PAPER BOARD COMPANY, INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) Restated For the Twenty-Four Weeks Ended June 18, June 19, In thousands 1994 1993 CASH FLOWS FROM OPERATIONS: Net income $ 8,700 $ 3,900 Adjustments to reconcile net income to net cash provided by operations: Depreciation, amortization and cost of timber harvested 65,817 67,056 Deferred income tax provision (2,073) (3,254) Net loss on financial instrument transactions 15,717 26,131 Other - net 4,715 (2,834) Net changes in current assets and liabilities (16,669) (1,053) NET CASH PROVIDED BY OPERATIONS 76,207 89,946 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (62,538) (57,960) Net (payments) proceeds on financial instrument transactions (1,383) (1,765) Proceeds received on settlement of note receivable - 10,000 Other (253) 779 NET CASH USED FOR INVESTING ACTIVITIES (64,174) (48,946) CASH FLOWS FROM FINANCING ACTIVITIES: Cash dividends paid (24,393) (24,288) Increase in long-term debt 18,471 640 Payments on long-term debt (2,498) (16,013) Issuance of equity capital 1,143 458 Change in short-term bank debt (4,730) (1,800) NET CASH USED FOR FINANCING ACTIVITIES (12,007) (41,003) INCREASE (DECREASE) IN CASH 26 (3) Cash: Beginning of year 271 280 End of period $ 297 $ 277 See accompanying notes to condensed consolidated financial statements.
-4- FEDERAL PAPER BOARD COMPANY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (RESTATED) (Unaudited) 1. The accompanying unaudited interim financial statements have been restated to reflect revisions in the market valuation of certain financial instruments for all periods presented. The Company previously accounted for certain interest rate swap agreements based on settlement accounting but has now determined that settlement accounting was not an appropriate method. As a result, these instruments have been marked to market at the end of each quarter. In addition, the restatement includes a revision in the market valuation previously recorded for certain foreign currency instruments. Further information on this restatement can be obtained from the Company's Annual Report on Form 10-K, as amended, for the fiscal year ended January 1, 1994. The effects of the restatement on the Company's financial results are as follows (in thousands, except per share amounts): For the For the Twelve Weeks Ended Twenty-Four Weeks Ended June 18, June 19, June 18, June 19, 1994 1993 1994 1993 Net income as previously reported $ 8,200 $ 9,800 $11,300 $ 18,900 Adjustment 3,800 (15,000) (2,600) (15,000) Restated net income (loss) $12,000 $ (5,200) $ 8,700 $ 3,900 Restated earnings (loss) per common share: Assuming no dilution: As reported $.16 $ .20 $ .20 $ .38 Adjustment .09 (.36) (.07) (.36) Restated earnings (loss) per common share $.25 $(.16) $ .13 $ .02 Assuming full dilution: As reported $.16 $ .20 $ .19 $ .37 Adjustment .09 (.36) (.06) (.35) Restated earnings (loss) per common share $.25 $(.16) $ .13 $ .02
2. In the opinion of management, the accompanying unaudited interim financial statements reflect all adjustments, of a normal recurring nature, necessary to present fairly the results for the interim periods presented. 3. Net income (loss) used in the computation of earnings (loss) per common share assuming no dilution is reduced by preferred dividend requirments. Earnings (loss) per common share assuming full dilution for all periods presented, except the second quarter of 1993, excludes the conversion of the Company's $2.875 convertible preferred stock as the effect is antidilutive. The second quarter of 1993 excludes the conversion of the Company's preferred stocks and other common stock equivalents as the effects are antidilutive. -5- FEDERAL PAPER BOARD COMPANY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (RESTATED) (Unaudited) 4. The second quarter 1994 dividend was declared on June 21, 1994 and is presented in the accompanying Condensed Consolidated Statement of Income for presentation purposes only. 5. The provision for income taxes for the second quarter of 1994 in the Condensed Consolidated Statement of Income includes a favorable adjustment of $3.2 million due to the settlement of prior year tax audits. The overall effective tax rate for the twenty-four weeks ended June 18, 1994 and June 19, 1993 was 6.2% and 37.8%, respectively. The overall effective tax rate for the full year 1994 is estimated to be approximately 36.3%. 6. The Company manages certain portions of its exposure to foreign currency fluctuations through a variety of financial instruments with off-balance- sheet market risk including foreign currency option and foreign currency forward contracts. The risk of loss to the Company in the event of non-performance by any party under these agreements is not significant. The Company sold certain foreign exchange contracts. The sold nonhedged contracts outstanding at June 18, 1994 were foreign currency call option contracts with notional amounts of 60.5 million U.S. dollars and 15.0 million British pounds; foreign currency put option contracts with notional amounts of 43.2 million U.S. dollars and 5.0 million British pounds and forward foreign exchange contracts with notional amounts of 2.5 million British pounds. The Company purchased certain foreign exchange contracts. The purchased nonhedged contracts outstanding at June 18, 1994 were foreign currency call option contracts with notional amounts of 34.7 million U.S. dolars and foreign currency put option contracts with notional amounts of 32.0 million U.S. dollars and 5.0 million British pounds. The Company's market risk under the agreements discussed above is subject to currency rate differentials therefore, the value of the Company's instruments change as currency markets fluctuate. In addition, at June 18, 1994, the Company had outstanding nonhedged forward foreign exchange contracts outstanding which it had sold with notional amounts of 15.0 million U.S. dollars in which the Company's market risk is subject to currency rate changes of the British pound sterling and the German mark, along with changes in U.S. and German interest rates. The estimated fair value of all nonhedged foreign exchange instruments at June 18, 1994 was a loss of $13.5 million. The Company does not believe any reasonably likely change in the estimated fair value of these contracts would be material to its financial condition and results of operations. The Company has entered into a variety of interest rate swap agreements to manage the impact of interest rate fluctuations. At June 18, 1994, the Company had nonhedged interest rate swap agreements outstanding with a notional principal amount of $340 million. The Company's market risk under these agreements is primarily subject to changes in the London Interbank Offered Rate (LIBOR) and various interest rate spreads. The Company does not believe a reasonably likely change in LIBOR rates would have a material impact on its financial position and results of operations. The estimated fair value of these interest rate swap agreements at June 18, 1994 was a loss of $15.9 million. -6- FEDERAL PAPER BOARD COMPANY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (RESTATED) (Unaudited) 7. Effective January 2, 1994, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 112, "Employers' Accounting for Postemployment Benefits". SFAS No. 112 requires the Company to accrue for postemployment benefits provided to former or inactive employees, their beneficiaries and covered dependents after employment but before retirement. The impact of adopting this Statement was not material to the Company's financial position and results of operations for the twenty-four weeks ended June 18, 1994. -7- FEDERAL PAPER BOARD COMPANY, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Unaudited) For the For the Twelve Weeks Ended Twenty-Four Weeks Ended June 18, June 19, June 18, June 19, In thousands 1994 1993 1994 1993 NET SALES: Paper, Paperboard and Pulp $232,983 $228,574 $453,407 $449,640 Wood Products 60,117 51,329 118,952 107,439 Converting Operations 80,697 76,894 148,188 145,819 Intersegment Eliminations (25,821) (27,218) (53,117) (53,475) Total $347,976 $329,579 $667,430 $649,423 INCOME (LOSS) BEFORE TAXES: Restated Paper, Paperboard and Pulp $ 25,188 $ 25,829 $ 35,794 $ 48,836 Wood Products 16,379 15,991 36,484 34,907 Converting Operations 1,090 113 2,326 69 Intersegment Eliminations 418 523 431 (440) General Corporate Items - Net (9,365) (30,973) (26,922) (36,979) Interest Expense (18,996) (20,326) (38,838) (40,120) Total $ 14,714 $ (8,843) $ 9,275 $ 6,273
RESULTS OF OPERATIONS : Paper, Paperboard and Pulp Overall, results for this segment were mixed with sales increasing and operating profits decreasing, compared to the prior year. Net sales of paper, paperboard and pulp increased approximately 2% and 1% compared to the prior year for the second quarter and year-to-date periods, respectively. Although sales increased slightly compared to the prior year, significant changes occurred in most of the product lines which make up this segment. The increase in sales during the second quarter was primarily due to an increase in the average selling prices of market pulp and uncoated free-sheet paper and an increase in shipments of uncoated free-sheet paper partially offset by a decline in shipments and average selling prices of paperboard. The year-to-date period was influenced by the same factors along with a significant increase in shipments of market pulp compared to the prior year. Operating profits for paper, paperboard and pulp decreased approximately 2% and 27% compared to the prior year for the second quarter and year-to-date periods, respectively. The Company's mills operated extremely well during the second quarter. Production records were set at the Riegelwood, Inverurie, Sprague and Augusta mills during the second quarter. Most of the factors which affected first quarter 1994 operating profits have improved significantly during the most recent quarter. However, the year-to-date decline in operating profits is primarily attributable to factors which occurred during the first quarter of this year including weaknesses in certain segments of the bleached paperboard market, weather related factors and operating problems which resulted in lost production and higher costs at our major mills. -8- Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont.) Operating results for market pulp increased substantially over both periods of the prior year reflecting price increases which were implemented during the first half of this year. This product line returned to marginal profitability during the quarter and another price increase is scheduled to be implemented during the third quarter. Demand for this product has been improving with shipments through the second quarter of 1994 increasing 20% over the comparable period of the prior year. The bleached paperboard market strengthened during the quarter with an improvement in order backlogs. Due to improving market conditions, the Company has announced a price increase on most of its bleached paperboard grades. For the year-to-date period, the grade mix has begun to change towards higher margin paperboard. Operating results, despite these improving market conditions, remained below the prior year but the outlook for the remainder of 1994 is favorable. Operating profits for the Company's uncoated free-sheet operation improved significantly compared to the prior year for the second quarter and year-to-date periods. A combination of improved average selling prices and increased shipments in 1994 has increased profits for this product. Improved market conditions for this product have enabled the Company to implement three price increases through the second quarter, with a fourth price increase scheduled for the third quarter. Operating profits for recycled paperboard increased 4% and decreased 25% for the year-to-date period and second quarter, respectively. The increase in operating profits for the year-to-date period is primarily attributable to increased margins due to improved production efficiencies partially offset by a 6% decline in the average selling price of recycled paperboard. Operating profits for the second quarter were negatively affected by scheduled and unscheduled downtime along with lower average selling prices compared to the prior year. Wood Products The wood products segment achieved higher net sales and operating profits for the second quarter and year-to-date periods. Market conditions for lumber have continued to be favorable in 1994, with average selling prices increasing approximately 4% and 11% compared to the prior year for the second quarter and year-to-date periods, respectively. The increase in selling price is primarily attributable to the reduced availability of timber from government-owned lands in the Pacific Northwest and from unfavorable weather conditions experienced throughout the country. Shipments of this product have increased approximately 15% and 3% compared to the prior year for the second quarter and year-to-date periods, respectively. Demand for this product is expected to remain favorable for the remainder of the year. -9- Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont.) Converting Operations Net sales for the converting operations increased 5% and 2% compared to the prior year for the second quarter and year-to-date periods, respectively. The increase is attributable to an increase in sales by the Company's cup operations. Shipments of cups increased 13% and 16% for the year-to-date period and second quarter, respectively, compared to the prior year, however, lower average selling prices for cups partially offset this increase. Further offsetting the increase in cup sales is a decrease in sales by the Company's packaging operations, caused by reduced shipments for the year-to-date period. Operating profits for this segment are substantially above the prior year for both periods presented. The major factor contributing to the increase is improved earnings from the cup operations. Improved sales coupled with reduced costs, as a result of cost savings programs which were implemented throughout the Company's cup operations, were responsible for the increase. The cost savings realized by the Company's cup operations in 1994 can be attributed to a reduction in payroll expense due to a salaried payroll headcount reduction of 8% in 1994; the addition of new machinery to these operations which have added to production efficiencies and the increased use of technology which require fewer employees than in prior years. Slightly, offsetting the increase was a decrease in earnings at the Company's packaging operations compared to last year. Interest Expense Interest expense for both the second quarter and year-to-date period were lower than the prior year. The major factors contributing to the decreased costs were a higher level of capitalized interest partially offset by decreased savings from the Company's interest rate swap agreements. Capitalized interest increased significantly compared to the prior year due to higher capital spending on projects qualifying for interest capitalization. Interest expense for the second quarter of 1994 and 1993 includes $.7 million and $1.3 million of savings, respectively, from the Company's interest rate swap agreements. Year-to-date, the interest savings from the Company's interest rate swap agreements was $.8 million and $3.2 million for 1994 and 1993, respectively. Other Items The Company enters into nonhedged off-balance-sheet financial instrument transactions. The value of these instruments change as currency markets and interest rates fluctuate, therefore an adjustment of the market value is recorded. In the second quarter of 1994 and 1993, a pre-tax charge was recorded associated to nonhedged financial instrument transactions of $5.1 million and $26.0 million, respectively. On a year-to-date basis, these costs were $15.7 million and $26.1 million for 1994 and 1993, respectively. These charges are included in Other-net in the accompanying Condensed Consolidated Statement of Income. -10- Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont.) Income Taxes The Company's overall effective tax rate for the year-to-date periods of 1994 and 1993 was 6.2% and 37.8%, respectively. During the current quarter, a favorable tax provision adjustment of $3.2 million was recorded due to the settlement of prior year tax audits. The overall effective tax rate for the full year 1994 is expected to be approximately 36.3%. Accounting Matters Effective January 2 ,1994, the Company adopted SFAS No. 112 "Employers' Accounting for Postemployment Benefits". The impact of adopting this Statement, in 1994, was not material to the Company's financial position and results of operations. CAPITAL RESOURCES AND LIQUIDITY : Cash provided by operations declined 15% compared to the comparable period of the prior year. The significant reasons for this decline was an increase in working capital in the current year. The major changes within the components of working capital were an increase in receivable levels during the first half of 1994 slightly offset by a decrease in inventory levels. The increase in receivables during the first half of 1994 is due to an increase in the average collection period along with increased sales. During the quarter, the Company sold an additional $5 million of trade accounts receivable under an existing agreement bringing the amount sold to $88 million at both June 18, 1994 and January 1, 1994. Improving market conditions for most of the Company's product lines have caused a reduction in inventory levels from the end of the prior year. Cash used for investing activities increased approximately 31% compared to the prior year. In both periods presented, the majority of cash used for investing activities was related to capital expenditures. Capital spending in 1994 and 1993 was predominantly related to a program to expand and modernize the No. 18 paperboard machine at the Riegelwood mill. Capital spending in 1994 also includes amounts related to the construction of a new warehouse for the Company's cup operations. The Company expects capital expenditures to total approximately $160 million for the year. In addition, during the second quarter of 1993 the Company settled a $20.5 million note receivable it had received in 1991 when three folding carton plants were sold to a group of former employees. In settlement of this receivable, the Company received cash and preferred stock. The Company believes it has adequate resources to finance its operations and future capital spending programs. The Company is a party to two revolving credit agreements with total commitments of $300 million. At June 18, 1994, $113 million was outstanding under these agreements. In addition, the Company has $75 million remaining under a previously filed shelf registration statement which can be used for future debt financings. -11- Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont.) Future Outlook: The outlook for the remainder of 1994 is for continued improvement in market conditions for our major product lines. Selling price increases that have been implemented for our market pulp and uncoated free-sheet paper products have enabled the Company to improve profitability in the second quarter. Future price increases scheduled for the third quarter for bleached paperboard, market pulp and uncoated free-sheet paper should improve profitability further for the Company. Demand is expected to improve in the third quarter and throughout the remainder of the year. -12- FEDERAL PAPER BOARD COMPANY, INC. EXHIBIT INDEX Exhibit No. Description Page No. 11 Computation of Earnings (Loss) per Common Share 14-15 -13- EX-11 2 FEDERAL PAPER BOARD COMPANY, INC. EXHIBIT 11 EXHIBIT 11 FEDERAL PAPER BOARD COMPANY, INC. COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE (Unaudited) For the For the Twelve Weeks Ended Twenty-Four Weeks Ended June 18, June 19, June 18, June 19, In thousands, except per 1994 1993 1994 1993 share amounts Assuming No Dilution: Net Income (Loss) $12,000 $(5,200) $ 8,700 $ 3,900 (Deduct) Dividends on Convertible Preferred Stock (1,524) (1,525) (3,049) (3,051) Net Income (Loss) Available to Common Shares $10,476 $(6,725) $5,651 $ 849 Actual Weighted Average Number of Common Shares Outstanding 42,210 41,982 42,192 41,970 Earnings (Loss) Per Common Share Assuming No Dilution $.25 $(.16) $.13 $.02 Assuming Full Dilution: Net Income (Loss) $12,000 $(5,200) $ 8,700 $ 3,900 (Deduct) Dividends on Convertible Preferred Stock (1,509) (1,525) (3,018) (3,051) Net Income (Loss) Applicable to Common Shares, Common Equivalent Shares and Dilutive Securities $10,491 $(6,725) $ 5,682 $ 849 Shares: Adjusted Weighted Average Number of Common Shares Outstanding 42,202 41,982 42,187 41,970 Dilutive Common Equivalent Shares Issuable Under Stock Option Plans 281 (a) 334 184 Common Shares Issuable Upon Conversion of $1.20 Convertible Preferred Stock 288 (a) 289 (a) Common Shares Issuable Upon Conversion of $2.875 Convertible Preferred Stock (a) (a) (a) (a) Weighted Average Number of Common and Diluted Common Equivalent Shares and Dilutive Securities 42,771 41,982 42,810 42,154 Earnings (Loss) Per Common Share Assuming Full Dilution $.25 $(.16) $.13 $.02
-14- EXHIBIT 11 (Continued) FEDERAL PAPER BOARD COMPANY, INC. COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE (Unaudited) For the For the Twelve Weeks Ended Twenty-Four Weeks Ended June 18, June 19, June 18, June 19, In thousands, except per 1994 1993 1994 1993 share amounts Primary Earnings Per Share (b): Shares: Weighted Average Number of Common Shares Outstanding 42,210 41,982 42,192 41,970 Dilutive Common Equivalent Shares Issuable Under Stock Option Plans 164 (a) 334 184 Weighted Average Number of Common and Dilutive Common Equivalent Shares 42,374 41,982 42,526 42,154 Primary Earnings (Loss) Per Common Share Assuming No Dilution from Common Equivalent Shares $.25 $(.16) $.13 $.02 (a) Antidilutive issue. (b) The calculation of primary earnings per share is presented in accordance with Securities Exchange Act of 1934 Release No. 9083 although not required by footnote 3 paragraph 14 of APB Opinion No. 15 because it results in dilution of less than 3%. Earnings (loss) applicable to common shares are the same as in the calculation assuming no dilution.
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