-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CQznjsI8UoRovaJZUZoBlmwZKjWfI6ksC1okuwoZOlW5/PRwA/n1ma3aDjw6dtJd EOJpB0dxkVFsVADY/xtu5w== 0000892569-95-000698.txt : 19951204 0000892569-95-000698.hdr.sgml : 19951204 ACCESSION NUMBER: 0000892569-95-000698 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951028 FILED AS OF DATE: 19951201 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FURON CO CENTRAL INDEX KEY: 0000037755 STANDARD INDUSTRIAL CLASSIFICATION: GASKETS, PACKAGING AND SEALING DEVICES & RUBBER & PLASTIC HOSE [3050] IRS NUMBER: 951947155 STATE OF INCORPORATION: CA FISCAL YEAR END: 0203 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-11425 FILM NUMBER: 95598460 BUSINESS ADDRESS: STREET 1: 29982 IVY GLENN DR CITY: LAGUNA NIGUEL STATE: CA ZIP: 92677 BUSINESS PHONE: 7148315350 FORMER COMPANY: FORMER CONFORMED NAME: FLUOROCARBON CO DATE OF NAME CHANGE: 19900322 10-Q 1 FURON COMPANY FORM 10-Q QUARTER ENDED 10-28-95 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 QUARTER ENDED OCTOBER 28, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-8088 FURON COMPANY ------------------------------------------------------ (Exact name of registrant as specified in its charter) California 95-1947155 - ---------------------------------------- ------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 29982 Ivy Glenn Drive Laguna Niguel, CA 92677 - ---------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (714) 831-5350 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. Yes X No ----- ----- Number of shares of common stock outstanding as of October 28, 1995: 8,885,959 1 2 FURON COMPANY INDEX
PAGE NO. -------- PART I - FINANCIAL INFORMATION - ------------------------------ Item 1. Financial Statements Condensed Consolidated Balance Sheets October 28, 1995 and January 28, 1995 3 Condensed Consolidated Statements of Income Three and nine months ended October 28, 1995 and October 29, 1994 5 Condensed Consolidated Statements of Cash Flows Three and nine months ended October 28, 1995 and October 29, 1994 6 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 PART II - OTHER INFORMATION 15 - ---------------------------
2 3 ITEM 1. FINANCIAL STATEMENTS FURON COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS (Unaudited)
October 28, January 28, In thousands 1995 1995 - ------------------------------------------------------------------------------------------------------------ Current assets: Cash and cash equivalents $ 2,653 $ 6,475 Accounts receivable, less allowance for doubtful accounts of $1,084 at October 28, 1995 and $696 at January 28, 1995 48,297 48,955 Inventories 36,367 31,197 Deferred tax benefit 7,215 8,215 Prepaid expenses and other assets 4,790 6,843 -------- -------- Total current assets 99,322 101,685 Property, plant & equipment, at cost: Land 850 456 Buildings and leasehold improvements 16,339 13,868 Machinery and equipment 115,442 99,718 -------- -------- 132,631 114,042 Less accumulated depreciation and amortization (69,067) (61,981) -------- -------- Net property, plant and equipment 63,564 52,061 Intangible assets, at cost less accumulated amortization of $26,330 at October 28, 1995 and $23,739 at January 28, 1995 25,307 17,953 Other assets 8,672 8,174 -------- -------- $196,865 $179,873 ======== ========
See accompanying notes. 3 4 FURON COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited)
October 28, January 28, In thousands, except share data 1995 1995 - -------------------------------------------------------------------------------------------- Current liabilities: Accounts payable $ 18,400 $ 19,093 Salaries, wages and related benefits payable 9,411 10,508 Current portion of long-term debt 8,007 8,004 Other current liabilities 8,486 9,355 -------- -------- Total current liabilities 44,304 46,960 Long-term debt due after one year 23,752 12,752 Other long-term liabilities 19,060 20,039 Deferred taxes 8,008 8,523 Commitments and contingencies Stockholders' equity: Capital Stock: Preferred stock without par value, 2,000,000 shares authorized, none issued or outstanding - - Common stock without par value, 15,000,000 shares authorized, 8,885,959 shares issued and outstanding at October 28, 1995 and 8,800,164 at January 28, 1995 37,227 36,280 Foreign currency translation adjustment 1,201 419 Unearned ESOP shares (3,166) (3,112) Unearned compensation (683) (885) Additional pension liability (379) (379) Retained earnings 67,541 59,276 -------- -------- Total stockholders' equity 101,741 91,599 -------- -------- $196,865 $179,873 ======== ========
See accompanying notes. 4 5 FURON COMPANY CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three months ended Nine months ended ------------------------- --------------------------- October 28, October 29, October 28, October 29, In thousands, except per share amounts 1995 1994 1995 1994 - ---------------------------------------------------------------------------------------------------------------------- Net sales $85,401 $81,071 $256,154 $231,158 Cost of sales 62,336 55,979 185,186 161,526 ------- ------- -------- -------- Gross profit 23,065 25,092 70,968 69,632 Selling, general and administrative expenses 18,931 20,056 57,434 56,310 Other (income), net (1,042) (672) (2,554) (1,718) Interest expense 719 589 2,300 1,855 ------- ------- -------- -------- Income before income taxes 4,457 5,119 13,788 13,185 Provision for income taxes 660 1,762 3,926 4,747 ------- ------- -------- -------- Net income $ 3,797 $ 3,357 $ 9,862 $ 8,438 ======= ======= ======== ======== Net income per share $ 0.42 $ 0.37 $ 1.09 $ 0.94 ======= ======= ======== ========
See accompanying notes. 5 6 FURON COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three months ended Nine months ended -------------------------- -------------------------- October 28, October 29, October 28, October 29, In thousands 1995 1994 1995 1994 - ------------------------------------------------------------------------------------------------------------------------------ OPERATING ACTIVITIES Net income $ 3,797 $ 3,357 $ 9,862 $ 8,438 Adjustments to reconcile net income to cash provided by operating activities: Depreciation 2,880 2,387 8,168 6,745 Amortization 898 1,026 2,939 2,905 Provision for losses on accounts receivable 224 77 484 252 Increase (decrease) in deferred income taxes 251 (422) 486 (561) (Gain) loss on sale of assets - (14) 62 (24) Working capital changes: Accounts receivable (3,404) (6,972) 2,224 (8,630) Inventories 1,913 (1,641) (2,690) (3,578) Accounts payable and accrued liabilities 3,059 4,891 (4,064) 5,105 Income taxes payable (142) (93) (201) (1,732) Other current assets and liabilities, net (392) 789 648 (1,165) Changes in other long-term operating assets and liabilities (878) (1,872) (1,008) (1,043) ------- ------- -------- ------- Net cash provided by operating activities 8,206 1,513 16,910 6,712 INVESTING ACTIVITIES Acquisition of business 86 - (23,677) - Purchases of property, plant and equipment (2,210) (3,223) (9,339) (8,476) Proceeds from divestitures - - 767 - Proceeds from sale of equipment 80 18 1,312 160 Proceeds from notes receivable 130 63 723 961 Increase in notes receivable - (182) (1,100) (244) ------- ------- -------- ------- Net cash used in investing activities (1,914) (3,324) (31,314) (7,599) FINANCING ACTIVITIES Proceeds from long-term debt - - 23,008 8 Principal payments on long-term debt (5,002) (1,506) (12,005) (4,515) Proceeds from issuance of common stock - - 730 131 Increase in loan to ESOP (207) (269) (438) (487) Principal payments received from loan to ESOP - - 384 384 Dividends paid on common stock (533) (521) (1,597) (1,564) ------- ------- -------- ------- Net cash provided by (used in) financing activities (5,742) (2,296) 10,082 (6,043) EFFECT OF EXCHANGE RATE CHANGES ON CASH 60 557 500 1,158 ------- ------- -------- ------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 610 (3,550) (3,822) (5,772) ------- ------- -------- ------- CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,043 16,261 6,475 18,483 ------- ------- -------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,653 $12,711 $ 2,653 $12,711 ======= ======= ======== =======
See accompanying notes. 6 7 FURON COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS October 28, 1995 (Unaudited) 1. GENERAL The accompanying unaudited consolidated financial statements have been condensed in certain respects and should therefore be read in conjunction with the consolidated financial statements and related notes thereto contained in the Company's Annual Report to Shareholders on Form 10-K for the fiscal year ended January 28, 1995. Certain reclassifications have been made to prior year amounts in order to be consistent with the current year presentation. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary (consisting only of normal recurring adjustments) to present fairly the financial position of the Company as of October 28, 1995, and the results of operations and cash flows for the three and nine months ended October 28, 1995 and October 29, 1994. Results of the Company's operations for the three and nine months ended October 28, 1995 are not necessarily indicative of the results to be expected for the full year. 2. INVENTORIES Substantially all inventories are valued at the lower of cost (first-in, first-out) or market, and are summarized as follows:
October 28, January 28, In thousands 1995 1995 -------------------------------------------------------------------------------- Raw materials and purchased parts $13,841 $12,482 Work-in-process 10,333 9,153 Finished goods 12,193 9,562 ------- ------- $36,367 $31,197 ======= =======
3. INTANGIBLES Intangible assets acquired in business combinations are summarized as follows:
October 28, January 28, In thousands 1995 1995 -------------------------------------------------------------------------------- Goodwill $ 9,989 $ 328 Other intangible assets 15,318 17,625 ------- ------- $25,307 $17,953 ======= =======
7 8 FURON COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS October 28, 1995 (Unaudited) 4. LONG-TERM DEBT Long-term debt is summarized as follows:
October 28, January 28, In thousands 1995 1995 ---------------------------------------------------------------------------- Loans under bank credit agreements due through fiscal 1998 $31,750 $20,750 Other 9 6 ------- ------- Total long-term debt 31,759 20,756 Less current portion (8,007) (8,004) ------- ------- Due after one year $23,752 $12,752 ======= =======
For the nine months ended October 28, 1995, the weighted average interest rate on the loans under bank credit agreements was 8.0%. In August 1988, the Company entered into an 8-year Interest Rate Swap agreement. The notional amount of the swap totaled $8 million at October 28, 1995. The swap agreement effectively changes the Company's interest rate exposure on a portion of its borrowings to a fixed interest rate of 9.938% plus a 0.75% spread on the notional portion of the facility. Interest paid for the three and nine months ended October 28, 1995 was $828,000 and $2,218,000, respectively. Interest paid for the three and nine months ended October 29, 1994 was $614,000 and $1,887,000, respectively. Effective October 30, 1995, the Company executed a new bank credit agreement which provides for a $100,000,000, five-year revolving facility. Borrowing costs under the facility (drawn and undrawn) have been reduced. Beginning October 30, 1998, availability under the facility will be reduced by $6,250,000 on a semi-annual basis. The existing bank term loan was rolled into the revolver which eliminated $8,000,000 of the current portion of long-term debt at October 28, 1995. The agreement increases the amount of credit available to the Company by approximately $40,000,000. 8 9 FURON COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS October 28, 1995 (Unaudited) 5. BUSINESS ACQUISITION On January 31, 1995 the Company acquired certain assets of Custom Coating & Laminating Corporation ("CC&L"). The Company paid $24 million ($18 million of which was borrowed under the Company's unsecured revolving facility), assumed certain liabilities approximating $2.4 million, and may pay up to an additional $4 million based upon product sales over the next three fiscal years. The results of operations of CC&L from February 1, 1995 have been included in the condensed consolidated financial statements. The following is an unaudited pro forma combined summary of results of operations of CC&L and the Company for the nine months ended October 28, 1995 and October 29, 1994 assuming the acquisition had been consummated on January 29, 1994.
Nine months ended --------------------------- October 28, October 29, In thousands, except per share data 1995 1994 -------------------------------------------------------------------------- Net sales $256,154 $251,252 Net income 9,862 10,190 Net income per share 1.09 1.14
6. STOCKHOLDERS' EQUITY During June 1995, the Company contributed $541,000 to the Employee Stock Ownership Plan (ESOP) for the plan year ended April 30, 1995. Of this amount $384,000 served to reduce loans previously made to the plan. In addition, the Company advanced $438,000 to the ESOP which has been presented as unearned ESOP shares in the accompanying condensed consolidated balance sheet. The ESOP used the funds to acquire 20,000 shares of the Company's common stock from a Director of the Company. Excluded from the Statement of Cash Flows are noncash transactions of $217,000 that relate to the issuance of restricted common stock. The related unearned compensation is amortized over the shares' five year vesting period. 9 10 FURON COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS October 28, 1995 (Unaudited) 7. INCOME TAXES During the third quarter, the Company's effective tax rate for the current year was revised from 35.0% to 28.5%. The effect of the decrease in the tax provision was recorded in the third quarter, resulting in a 14.8% effective tax rate. The decrease resulted from the realization of certain reserves and tax credits due to the completion of IRS audit cycles and closure of earlier fiscal years. The effective tax rate for the nine month period ended October 28, 1995 was 28.5% as compared to 36.0% in the same period a year ago. This decrease was also due to the realization of certain reserves and tax credits, as well as lower state and foreign income taxes. Income taxes paid for the three and nine months ended October 28, 1995 were $400,000 and $3,300,000, respectively. Income taxes paid for the three and nine months ended October 29, 1994 were $2,200,000 and $6,700,000, respectively. 8. CONTINGENCIES At October 28, 1995, the Company has approximately $1,933,000 of foreign currency hedge contracts outstanding which consist of over- the-counter forward contracts. The contracts reflect the selective hedging of the Belgium Franc with varying maturities of up to six months. Net unrealized losses from hedging activities were not material as of October 28, 1995. At October 28, 1995, the Company is obligated under irrevocable letters of credit totaling $3,219,000. The Company is currently involved in litigation arising in the normal course of business. Management of the Company is of the opinion that such litigation will not have a material effect on the Company's consolidated financial position or results of operations. The Company from time to time incurs investigation, remedial response, voluntary clean-up and other costs associated with environmental matters. As of October 28, 1995, the Company's reserves for environmental matters totaled approximately $2,100,000. These reserves primarily relate to environmental costs associated with facilities that have been sold or closed. While neither the timing nor the amount of the ultimate costs associated with environmental matters can be determined, management does not expect those matters to have a material adverse effect on the Company's consolidated financial position or results of operations. 10 11 8. CONTINGENCIES (CONTINUED) One of the Company's subsidiaries has been notified by the Environmental Protection Agency that it has been named as a potentially responsible party in connection with the cleanup of hazardous wastes at two sites, the Solvents Recovery Service of New England site in Southington, Connecticut (notified in June 1992), and the Gallups Quarry site in Plainfield, Connecticut (notified in April 1993). Since these matters are in their preliminary stages, no assurance can be given at this time concerning the ultimate outcome. However, based on preliminary investigations to determine the subsidiary's potential liability and the estimated amount of remedial costs necessary to clean up the sites, the Company presently does not expect these matters to have a material adverse effect on its consolidated financial position or results of operations. 11 12 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Consolidated sales for the three months and nine months ended October 28, 1995 of $85 million and $256 million, respectively, represented a 5% and 11% increase, respectively, over the same periods of the prior year. After removing the effect of acquisitions and businesses held for sale, sales from continuing operations for the three month period approximated the prior year, and such sales for the nine month period increased 6% over the prior year period. Improvement was noted in a number of markets served, with sales into the electronic manufacturing and semiconductor markets being particularly strong. Sales also improved to the commercial aircraft, aerospace, and beverage markets. Additionally, heavy construction, material handling and hydraulic hose markets have shown greater growth than last year. Sales to certain sectors of the transportation and medical industry were flat. Sales into the chemical and industrial processing markets were down substantially from last year as the result of significant export sales included in last year's sales that were not repeated in this year's third quarter or first nine months. However, order activity was higher than in any other quarter this year for chemical and industrial processing markets. Third quarter sales of the Company's European operations were up 3.3% (down 4.0% after removing the effect of foreign currency exchange rate changes) over last year. Gross profit as a percentage of sales for the third quarter and nine months ended October 28, 1995 was down 4.0% and 2.4%, respectively, from the same periods of the prior year to 27.0% and 27.7%, respectively. After removing the effects of acquisitions and businesses held for sale, the gross profit margin on continuing operations was down 3.4% and 1.9% for the three and nine month periods, respectively, to 28.1% and 28.8%. Product mix and raw material price increases impacted the Company in the third quarter compared to the prior year. Also affecting gross profit were higher cost incurred related to the implementation of the Company's new operating structure. While the impact of selling price increases was evident in October, it was not sufficient to offset the impact for the entire quarter. Selling, general and administrative expenses as a percentage of sales were 22.2% and 22.4%, respectively, for the three and nine month periods ended October 28, 1995, respectively, down from 24.7% and 24.4% in the same periods a year ago. After removing the effect of acquisitions and businesses held for sale, such expenses were 22.9% and 23.2% for the three and nine month periods, respectively, down from 25.2% and 24.9%, respectively, in the prior year periods. The decline in selling, general and administrative expenses as a percentage of sales from last year is primarily the result of fewer costs incurred related to the implementation of the Company's new operating structure, and lower performance based incentive compensation and employee benefit plans. Partially offsetting the lower general and administrative expenses were higher product development costs. Other income, net for the three and nine month periods increased from the same periods in the prior year primarily as a result of higher licensee fees earned and a decrease in expenses attributable to the elimination of income related to businesses held for sale which was higher in the prior year. Offsetting these increases was lower interest income resulting from a reduction in cash balances available for investing due to an acquisition in the first quarter. 12 13 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS (CONTINUED) Interest expense for the three and nine months ended October 28, 1995 was up 22.1% and 24.0%, respectively, from the same periods in the prior year. The increase is due to the acquisition of the assets of Custom Coating and Laminating Corporation ("CC&L") acquired on January 31, 1995 for $24 million, of which $18 million was borrowed. Pretax results of operations for the three and nine month periods ended October 28, 1995 were down 12.9% and up 4.6%, respectively, compared to the same periods last year. After removing the effects of acquisitions, pretax results of operations decreased 13.6% for the three month period and increased 3.2% for the nine month period, compared to the same periods last year. The decrease in results for the quarter are due primarily to lower gross margins offset by increased volume and lower operating expenses. The improvement in the nine month period is generally the result of higher sales, continued productivity improvements, lower operating expenses and higher other income. During the third quarter, the Company's effective tax rate for the current year was revised from 35.0% to 28.5%. The effect of the decrease in the tax provision was recorded in the third quarter, resulting in a 14.8% effective tax rate. The decrease resulted from the realization of certain reserves and tax credits due to the completion of IRS audit cycles and closure of earlier fiscal years. The effective tax rate for the nine month period ended October 28, 1995 was 28.5% as compared to 36.0% in the same period a year ago. This decrease was also due to the realization of certain reserves and tax credits, as well as lower state and foreign income taxes. LIQUIDITY AND CAPITAL RESOURCES The Company's financial condition remained strong at October 28, 1995. The Company's ratio of current assets to current liabilities was 2.2:1, which was unchanged from the beginning of the year. Net working capital decreased $1.7 million during the third quarter to $55.0 million. Cash provided by operations for the three and nine months ended October 28, 1995 was $8.2 million and $16.9 million, respectively, compared to $1.5 million and $6.7 million, respectively, provided in the same periods of the prior year. Excluding the balances related to CC&L, accounts receivable increased $3.1 million while inventory decreased $1.6 million during the quarter. During the nine months ended October 28, 1995, accounts receivable decreased $3.5 million while inventory increased $2.9 million during the period. The Company's capital expenditures totaled $2.2 million for the quarter and $9.3 million for the nine month period, primarily for renovating existing facilities, leasehold improvements, and replacement of existing equipment in addition to implementation of the operating systems to support the Company's new structure. Cash and cash equivalents decreased $3.8 million in the nine month period ended October 28, 1995 due to cash used in the acquisition of CC&L and to fund capital expenditures and working capital requirements. Long-term debt increased $11.0 million during the period as a result of funds borrowed to complete the acquisition. The Company's debt to equity ratio is currently 0.31:1, an increase from 0.23:1 at the beginning of the nine month period. 13 14 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES (CONTINUED) Effective October 30, 1995, the Company executed a new bank credit agreement which provides for a $100,000,000, five-year revolving facility. Borrowing costs under the facility (drawn and undrawn) have been reduced. Beginning October 30, 1998, availability under the facility will be reduced by $6,250,000 on a semi-annual basis. The existing bank term loan was rolled into the revolver which eliminated $8,000,000 of the current portion of long-term debt at October 28, 1995. The agreement increases the amount of credit available to the Company by approximately $40,000,000. The Company continues to believe that it generates sufficient cash flow from its operations to finance near and long-term internal growth, capital expenditures and the principal and interest payments on its long-term debt. The Company will continue to evaluate its employment of capital resources including asset management and other sources of financing. The Company continually reviews possible acquisitions and should the Company make a substantial acquisition, it could require either the utilization of the remaining $68 million available on its new credit facility or financing from other sources. One of the Company's subsidiaries has been notified by the Environmental Protection Agency that it has been named as a potentially responsible party in connection with the cleanup of hazardous wastes at two sites, the Solvents Recovery Service of New England site in Southington, Connecticut (notified in June 1992), and the Gallups Quarry site in Plainfield, Connecticut (notified in April 1993). Since these matters are in their preliminary stages, no assurance can be given at this time concerning the ultimate outcome. However, based on preliminary investigations to determine the subsidiary's potential liability and the estimated amount of remedial costs necessary to clean up the sites, the Company presently does not expect these matters to have a material adverse effect on its consolidated financial position or results of operations. 14 15 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. Not applicable. ITEM 2. CHANGES IN SECURITIES. Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable. ITEM 5. OTHER INFORMATION. Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits: PAGE NUMBER ----------- 11 Statement re: Computation of Net Income Per Share 17 27 Financial Data Schedule 18
(b) Reports on Form 8-K: There were no reports on Form 8-K for the three months ended October 28, 1995. 15 16 PART II (CONTINUED) 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. FURON COMPANY ------------------------------------------------ REGISTRANT /s/ MONTY A. HOUDESHELL /s/ KOICHI HOSOKAWA - ---------------------------------- --------------------------------- Monty A. Houdeshell Koichi Hosokawa Vice President, Chief Financial Controller Officer and Treasurer December 1, 1995 16 EX-11 2 COMPUTATION OF NET INCOME PER SHARE 1 EXHIBIT 11 FURON COMPANY Computation of Net Income Per Share
Three months ended Nine months ended ---------------------------- ----------------------------- October 28, October 29, October 28, October 29, 1995 1994 1995 1994 - ----------------------------------------------------------------------------------------------------------------- PRIMARY INCOME PER SHARE Earnings Net income $3,797,000 $3,357,000 $9,862,000 $8,438,000 ========== ========== ========== ========== Shares Weighted average number of common shares outstanding 8,845,179 8,710,380 8,819,656 8,685,491 Shares issuable from assumed exercise of stock options 199,076 325,631 244,448 282,395 ---------- ---------- ---------- ---------- Average shares as adjusted 9,044,255 9,036,011 9,064,104 8,967,886 ========== ========== ========== ========== Primary income per share $ 0.42 $ 0.37 $ 1.09 $ 0.94 ========== ========== ========== ========== FULLY DILUTED INCOME PER SHARE Earnings Net income $3,797,000 $3,357,000 $9,862,000 $8,438,000 ========== ========== ========== ========== Shares Weighted average number of common shares outstanding 8,845,179 8,710,380 8,819,656 8,685,491 Shares issuable from assumed exercise of stock options 199,076 415,548 247,177 418,815 ---------- ---------- ---------- ---------- Average shares as adjusted for full dilution 9,044,255 9,125,928 9,066,833 9,104,306 ========== ========== ========== ========== Fully diluted income per share $ 0.42 $ 0.37 $ 1.09 $ 0.93 ========== ========== ========== ==========
17 EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S CONSOLIDATED STATEMENTS OF INCOME, CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS CONTAINED WITHIN THE COMPANY'S FORM 10-Q FOR THE NINE MONTHS ENDED OCTOBER 28, 1995. 1,000 U.S. DOLLARS 9-MOS FEB-03-1996 OCT-28-1995 1,000 2,653 0 49,381 1,084 36,367 99,322 132,631 69,067 196,865 44,304 0 37,227 0 0 64,514 196,865 256,154 256,154 185,186 242,620 (2,554) 484 2,300 13,788 3,926 9,862 0 0 0 9,862 1.09 1.09
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