-----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, I19gX/Zvy9XLuyKUXwpnSBS0wKZph2BV+DU88wmpIP099gMvJbTQdVHpxCitxxdz 1oVYeI+6L5zcnAzd55OZlg== 0000034891-94-000010.txt : 19941024 0000034891-94-000010.hdr.sgml : 19941024 ACCESSION NUMBER: 0000034891-94-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940910 FILED AS OF DATE: 19941021 SROS: NONE 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03838 FILM NUMBER: 94554288 BUSINESS ADDRESS: STREET 1: 75 CHESTNUT RIDGE RD CITY: MONTVALE STATE: NJ ZIP: 07645 BUSINESS PHONE: 2013911776 10-Q 1 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 Thirty-Six Weeks Ended September 10, 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 of (I.R.S. Employer 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 Indicate by check mark ("X") whether the Registrant: (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months 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 common stock, as of the latest practicable date. CLASS OUTSTANDING AT OCTOBER 8, 1994 Common stock, par value $5 share 42,327,156 FEDERAL PAPER BOARD COMPANY, INC. INDEX PAGE PART 1 FINANCIAL INFORMATION Item 1. Financial Statements: Condensed Consolidated Balance Sheet 3 Condensed Consolidated Statement of Income 4 Condensed Consolidated Statement of Cash Flows 5 Notes to Condensed Consolidated Financial Statements 6-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-13 PART II OTHER INFORMATION * Item 6. Exhibits and Reports on Form 8-K 14 Signatures 14 Exhibit Index 15 * Item numbers which are inapplicable or to which the answer is negative have been omitted. -2- FEDERAL PAPER BOARD COMPANY, INC. CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) Restated September 10, January 1, In thousands 1994 1994 ASSETS Cash $ 295 $ 271 Receivables-net 82,323 52,062 Inventories: Raw materials 60,362 58,720 Work in process 15,389 15,469 Finished goods 91,209 99,329 Supplies 51,010 51,701 Subtotal 217,970 225,219 LIFO reserve (3,036) (2,819) Total inventories 214,934 222,400 Other current assets 34,357 32,392 Total Current Assets 331,909 307,125 Property, plant and equipment 2,756,537 2,666,423 Accumulated depreciation (857,726) (769,869) Property, plant and equipment-net 1,898,811 1,896,554 Timber and timberlands 189,005 189,674 Goodwill and other intangibles 117,008 118,418 Other assets 53,075 50,132 Total Assets $2,589,808 $2,561,903 LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable $ 88,423 $ 90,356 Current portion of long-term debt 28,696 56,148 Short-term bank debt 25,705 25,304 Accrued interest 27,747 18,885 Accrued pensions 17,950 8,166 Other current liabilities 90,441 75,284 Total Current Liabilities 278,962 274,143 Long-term debt 987,932 973,825 Other liabilities 85,227 78,872 Deferred tax liability 343,296 342,757 Capital stock 214,213 214,111 Other capital 251,087 249,800 Retained earnings 430,808 432,961 Treasury stock, at cost (1,717) (4,566) Total Shareholders' Equity 894,391 892,306 Total Liabilities and Shareholders' Equity $2,589,808 $2,561,903 See accompanying notes to condensed consolidated financial statements.
-3- FEDERAL PAPER BOARD COMPANY,INC. CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited) For the For the Twelve Weeks Ended Thirty-Six Weeks Ended Restated Restated Sept. 10, Sept. 11, Sept. 10, Sept. 11, 1994 1993 1994 1993 In thousands, except per share amounts Net sales $373,871 $324,025 $1,041,301 $973,448 Cost and expenses: Cost of products sold 272,140 249,427 779,054 729,735 Depreciation, amortization and cost of timber harvested 34,389 32,757 100,206 99,813 Selling and administrative expenses 15,954 14,308 47,304 43,005 Interest expense 20,259 19,888 59,097 60,008 Other-net 6,476 4,181 21,712 31,150 Total costs and expenses 349,218 320,561 1,007,373 963,711 Income before taxes 24,653 3,464 33,928 9,737 Provision for income taxes 9,453 10,664 10,028 13,037 Net income (loss) 15,200 (7,200) 23,900 (3,300) Preferred dividend requirements 1,524 1,525 4,573 4,576 Net income (loss) available to common shares $ 13,676 $ (8,725) $ 19,327 $ (7,876) Average Common Shares Outstanding: Assuming no dilution 42,265 41,991 42,216 41,977 Assuming full dilution 43,293 41,991 43,225 41,977 Earnings (Loss) Per Common Share: $0.32 ($0.21) $0.46 ($0.19) Assuming no dilution $0.32 ($0.21) $0.45 ($0.19) Assuming full dilution Dividends Per Common Share $0.25 $0.25 $0.75 $0.75 See accompanying notes to condensed consolidated financial statements.
-4- FEDERAL PAPER BOARD COMPANY,INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) For the Thirty-Six Weeks Ended Restated Sept. 10, Sept. 11, In thousands 1994 1993 CASH FLOWS FROM OPERATIONS: $ 23,900 $ (3,300) Net income (loss) Adjustments to reconcile net income (loss) to net cash provided by operations: Depreciation, amortization and cost of timber harvested 100,206 99,813 Deferred income tax provision 3,920 12,650 Net loss on disposals of plant, property and equipment and timber 2,958 1,408 Net loss on financial instrument transactions 19,415 29,805 Other-net (8,644) (11,950) Net changes in current assets and liabilities 1,643 30,021 NET CASH PROVIDED BY OPERATIONS 143,398 158,447 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (93,976) (107,994) Proceeds from the disposal of property, plant and equipment 251 1,306 Net payments on financial instrument transactions (3,475) (2,138) Proceeds received on settlement of note receivable - 10,000 Other (989) (1,126) NET CASH USED FOR INVESTING ACTIVITIES (98,189) (99,952) CASH FLOWS FROM FINANCING ACTIVITIES: Cash dividends paid (34,954) (34,785) Increase in long-term debt 25,758 731 Payments on long-term debt (39,232) (27,979) Issuance of equity capital 2,916 769 Change in short-term bank debt 327 2,743 NET CASH USED FOR FINANCING ACTIVITIES (45,185) (58,521) INCREASE (DECREASE) IN CASH 24 (26) Cash: Beginning of year 271 280 End of period $ 295 $ 254 See accompanying notes to condensed consolidated financial statements.
-5- FEDERAL PAPER BOARD COMPANY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. The accompanying unaudited interim financial statements for 1993 have been restated to reflect revisions in the market valuation of certain financial instruments. 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 accounting method. As a result, these instruments have been marked to market at the end of each quarter. 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 Thirty-Six Weeks Ended Sept. 11, 1993 Sept. 11, 1993 Net income (loss) as previously reported $(5,971) $ 12,929 Adjustment (1,229) (16,229) Restated net income (loss) $(7,200) $ (3,300) Restated earnings (loss) per common share: Assuming no dilution: As reported ($0.18) $0.20 Adjustment (0.03) (0.39) Restated earnings (loss) per common share ($0.21) ($0.19) Assuming full dilution: As reported ($0.18) $0.20 Adjustment (0.03) (0.39) Restated earnings (loss) per common share ($0.21) ($0.19)
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 requirements. Earnings (loss) per common share assuming full dilution for both periods of 1994 excludes the conversion of the Company's $2.875 convertible preferred stock as the effect is antidilutive. Earnings (loss) per common share assuming full dilution for both periods of 1993 excludes the conversion of the Company's convertible preferred stocks and other common stock equivalents as the effects are antidilutive. -6- FEDERAL PAPER BOARD COMPANY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 4. The third quarter 1994 dividend was declared on September 19, 1994 and is presented in the accompanying Condensed Consolidated Statement of Income for presentation purposes only. 5. The 1994 provision for income taxes 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 1993 provision for income taxes includes a charge of $9.2 million due to the change in the Federal statutory tax rate. The overall effective tax rate for the thirty-six weeks ended September 10, 1994 was 29.6%. The overall effective tax rate for the full year 1994 is estimated to be approximately 34.2%. 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 has sold certain foreign exchange contracts. The sold nonhedged contracts outstanding at September 10, 1994 were foreign currency call option contracts with notional amounts of 41.4 million U.S. dollars and foreign currency put option contracts with notional amounts of 20.0 million U.S. dollars and 54.6 million German marks. The Company has also purchased certain foreign exchange contracts. The purchased nonhedged contracts outstanding at September 10, 1994 were foreign currency call option contracts with notional amounts of 51.7 million U.S. dollars and 55.1 million German marks and foreign currency put option contracts with notional amounts of 39.4 million U.S. dollars. 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 September 10, 1994, the Company had 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 September 10, 1994 was a loss of $12.1 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. 7. The Company has entered into a variety of interest rate swap agreements to manage the impact of interest rate fluctuations. At September 10, 1994, the Company had nonhedged interest rate swap agreements outstanding with notional principal amounts of $340.0 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 September 10, 1994 was a loss of $17.8 million. -7- FEDERAL PAPER BOARD COMPANY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 8. 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 thirty-six weeks ended September 10, 1994. -8- 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 Thirty-Six Weeks Ended Sept. 10, Sept. 11, Sept. 10, Sept. 11, 1994 1993 1994 1993 In thousands NET SALES: Paper, Paperboard and Pulp $244,080 $211,135 $ 697,487 $660,775 Wood Products 65,315 53,981 184,267 161,420 Converting Operations 89,477 83,728 237,665 229,547 Intersegment Eliminations (25,001) (24,819) (78,118) (78,294) Total $373,871 $324,025 $1,041,301 $973,448 INCOME BEFORE TAXES: Restated Restated Paper, Paperboard and Pulp $ 34,231 $ 16,990 $ 70,025 $ 65,826 Wood Products 16,791 11,555 53,275 46,462 Converting Operations 5,629 4,759 7,955 4,828 Intersegment Eliminations (154) 224 277 (216) General Corporate Items-Net (11,585) (10,176) (38,507) (47,155) Interest Expense (20,259) (19,888) (59,097) (60,008) Total $ 24,653 $ 3,464 $ 33,928 $ 9,737
RESULTS OF OPERATIONS : Paper, Paperboard and Pulp Results for this segment were higher for both sales and operating profits for both periods presented compared to the prior year. Net sales of paper, paperboard and pulp increased approximately 16% and 6% compared to the prior year for the third quarter and year-to-date periods, respectively. The increase in sales during the third quarter was primarily due to an increase in the average selling prices of market pulp and uncoated free-sheet paper coupled with increased shipments of paperboard and uncoated free-sheet paper, partially offset by a decline in shipments of market pulp and average selling prices of paperboard. The year-to-date period was influenced by the same factors, except that shipments of market pulp increased on a year-to- date basis compared to the prior year. Operating profits for paper, paperboard and pulp increased approximately 101% and 6% compared to the prior year for the third quarter and year-to-date periods, respectively. Third quarter 1994 operating profits reflect an improvement in overall economic conditions in the United States and Europe. On a year-to-date basis, the increase in operating profits for 1994 compared to the prior year reflects an improvement in economic conditions, partially offset by adverse factors which occurred during the first quarter of this year. These factors included 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. -9- Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont.) Operating results for market pulp increased substantially over the prior year reflecting price increases which were implemented during the first three quarters of 1994. This product line returned to profitability during the third quarter and another price increase is scheduled to be implemented during the fourth quarter of 1994. Demand for market pulp has been improving with shipments through the third quarter of 1994 increasing 6% 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 implemented a price increase on most of its bleached paperboard grades during the third quarter of 1994. For the year-to-date period of 1994, the grade mix has begun to change towards higher margin paperboard. Operating results, despite these improving market conditions, remained below the prior year due to decreased average selling prices in 1994 compared to the same period of the prior year. However, the outlook for the remainder of 1994 is favorable for this product. Operating profits for the Company's uncoated free-sheet operation improved significantly compared to the prior year for the third 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 four price increases through the third quarter, with a further improvement in prices expected in the fourth quarter. Operating profits for recycled paperboard decreased 12% and 40% for the year-to-date period and third quarter, respectively. The decreases in operating profits for the year-to-date and third quarter periods are primarily attributable to a 5% decline in the average selling price of recycled paperboard compared to the prior year for both periods presented coupled with an increase in wastepaper costs compared to the prior year. Wood Products The wood products segment achieved higher net sales and operating profits for the third quarter and year-to-date periods. Market conditions for lumber have continued to be favorable in 1994, with average selling prices increasing approximately 20% and 12% compared to the prior year for the third 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 in the earlier part of 1994. Shipments of this product have increased approximately 3% compared to the prior year for both the third quarter and year-to-date periods. -10- Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont.) Converting Operations Net sales for the converting operations increased 7% and 4% compared to the prior year for the third quarter and year-to-date periods, respectively. The increase in the third quarter is attributable to an increase in sales by both the Company's cup and packaging operations. Shipments of cups increased 3% while shipments of folding cartons increased 35% in the third quarter compared to the prior year. Year-to- date, the increase in net sales is primarily attributable to an increase in sales by the Company's cup operations compared to the prior year reflecting an increase in shipments of 9%. Lower average selling prices for cups in the third quarter and year-to-date periods of 1994 compared to the prior year partially offset the sales increases. Operating profits for this segment increased 18% and 65% compared to the prior year for the third quarter and year-to-date periods, respectively. The major factor contributing to the increase for the third quarter is improved earnings from the packaging operations, as a result of increased sales in the third quarter of 1994 as compared to the prior year. The major factor contributing to the year-to-date increase is improved earnings from the cup operations. Improved sales coupled with cost savings realized in 1994, for the cup operations, are responsible for the increase in year-to-date earnings compared to the prior year. 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; the addition of new machinery to these operations which have added to production efficiencies and the increased use of technology which requires fewer employees than in prior years. Interest Expense Interest expense for the third quarter of 1994 was 2% higher than the same period last year. The major factors contributing to the increase in interest expense for the third quarter were decreased savings from the Company's interest rate swap agreements, partially offset by a higher level of capitalized interest. Interest expense for the third quarter of 1994 and 1993 includes $.2 million and $1.0 million of savings, respectively, from the Company's interest rate swap agreements. Year-to-date interest expense decreased 2% compared to the prior year. The major factors contributing to the decreased costs were a reduction in the average borrowings outstanding in 1994 and 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. Year-to-date, the interest savings from the Company's interest rate swap agreements was $1.0 million and $4.2 million, respectively. -11- Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont.) Other Items The Company enters into nonhedged off-balance-sheet financial instrument transactions. The value of these instruments changes as currency markets and interest rates fluctuate, therefore an adjustment of the market value is recorded. In the third quarter of both 1994 and 1993, pre-tax charges of $3.7 million were recorded associated to nonhedged financial instrument transactions. On a year-to-date basis, these costs were $19.4 million and $29.8 million for 1994 and 1993, respectively. These charges are included in Other-net in the accompanying Condensed Consolidated Statement of Income. Income Taxes The 1994 provision for income taxes includes a favorable non-cash adjustment of $3.2 million which was recorded due to the settlement of prior year tax audits. During the third quarter of 1993, the Company recorded a non-cash charge of approximately $9.3 million as a result of the change in the Federal statutory tax rate from 34% to 35%. This charge includes the cumulative recalculation of the deferred tax liability under Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," which bases future taxes on the current statutory rate. The overall effective tax rate for the full year 1994 is expected to be approximately 34.2%. 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 9% compared to the comparable period of the prior year. The reasons for this decline were a lower deferred income tax provision partially offset by increased operating earnings in 1994 and a change in working capital in the current year. The deferred income tax provision for 1994 includes a favorable adjustment of $3.2 million due to the settlement of prior year tax audits. The deferred income tax provision for 1993 includes a charge of $9.2 million due to the recalculation of the deferred tax liability due to an increase in the Federal statutory tax rate. The major changes within the components of working capital were an increase in receivables in 1994 slightly offset by a decrease in 1994 inventory levels. The increase in receivables for 1994 is primarily due to an increase in sales. 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. -12- Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont.) Cash used for investing activities decreased approximately 2% 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. 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 September 10, 1994, $80 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. 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 third quarter. Future price increases scheduled for the fourth quarter for market pulp should improve profitability further for the Company. -13- PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits A list of the exhibits required to be filed as part of this Report on Form 10-Q is set forth in the "Exhibit Index" which, immediately precedes such exhibits, and is incorporated herein by reference. (b) There were no reports on Form 8-K filed for the twelve weeks ended September 10, 1994. 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. FEDERAL PAPER BOARD COMPANY, INC. (Registrant) Date: October 19, 1994 /s/QUENTIN J. KENNEDY Quentin J. Kennedy, Executive Vice President and Secretary Date: October 19, 1994 /s/ROGER L. SANDERS, II Roger L. Sanders, II, Controller (Principal Accounting Officer) -14- FEDERAL PAPER BOARD COMPANY, INC. EXHIBIT INDEX Exhibit No. Description Page No. 11 Statement of Computation of Earnings (Loss) per Common Share 16 27 Financial Data Schedule 17 -15- EX-11 2 FEDERAL PAPER BOARD COMPANY, INC. EXHIBIT 11 STATEMENT OF COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE (Unaudited) For the For the Twelve Weeks Ended Thirty-Six Weeks Ended Restated Restated Sept. 10, Sept. 11, Sept. 10, Sept. 11, In thousands, except per share amounts 1994 1993 1994 1993 Assuming No Dilution: Net income (loss) $15,200 $(7,200) $23,900 $(3,300) (Deduct) dividends on convertible preferred stock (1,524) (1,525) (4,573) (4,576) Net income (loss) available to common shares $13,676 $(8,725) $19,327 $(7,876) Actual weighted average number of common shares outstanding 42,265 41,991 42,216 41,977 Earnings (loss) per common share assuming no dilution $0.32 ($0.21) $0.46 ($0.19) Assuming Full Dilution: Net income (loss) $15,200 $(7,200) $23,900 $(3,300) (Deduct) dividends on convertible preferred stock (1,509) (1,525) (4,527) (4,576) Net income (loss) applicable to common shares, common equivalent shares and dilutive securities $13,691 $(8,725) $19,373 $(7,876) Shares: Adjusted weighted average number of common shares outstanding 42,259 41,991 42,208 41,977 Dilutive common equivalent shares issuable under stock option plans 755 (a) 728 (a) Common shares issuable upon conversion of $1.20 convertible preferred stock 279 (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 43,293 41,991 43,225 41,977 Earnings (loss) per common share assuming full dilution $0.32 ($0.21) $0.45 ($0.19) Primary Earnings Per Share: Weighted average number of common shares outstanding 42,265 41,991 42,216 41,977 Dilutive common equivalent shares issuable under stock option plans 513 (a) 381 (a) Weighted average number of common and dilutive common equivalent shares 42,778 41,991 42,597 41,977 Primary earnings (loss) per common share assuming no dilution from common equivalent shares $0.32 ($0.21) $0.45 ($0.19) (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.
-16- EX-27 3
5 1,000 QTR-3 JAN-1-1994 SEP-10-1994 295 0 82,323 0 214,934 331,909 2,756,537 857,726 2,589,808 278,962 987,932 0 0 0 894,391 2,589,808 1,041,301 1,041,301 779,054 147,510 21,712 0 59,097 33,928 10,028 23,900 0 0 0 23,900 .45 .45
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