-----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, JGY+z5JSW4DfqolLiwSTKv/BPdPkOM4SWD5P+8InycisVKCTUCncXOJQs/0Toc60 qJwWQGFF/r9IqffvtMp0PQ== 0000892569-96-002627.txt : 19961216 0000892569-96-002627.hdr.sgml : 19961216 ACCESSION NUMBER: 0000892569-96-002627 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961102 FILED AS OF DATE: 19961213 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: 000-08088 FILM NUMBER: 96680456 BUSINESS ADDRESS: STREET 1: 1199 SOUTH CHILLICOTHE ROAD CITY: AURORA STATE: OH ZIP: 44202 BUSINESS PHONE: 7148315350 FORMER COMPANY: FORMER CONFORMED NAME: FLUOROCARBON CO DATE OF NAME CHANGE: 19900322 10-Q 1 FORM 10-Q - QUARTER ENDED NOVEMBER 2, 1996 1 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 QUARTER ENDED NOVEMBER 2, 1996 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 Identification No.) organization) 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 December 7, 1996: 9,000,749. 1 2 FURON COMPANY INDEX PART I - FINANCIAL INFORMATION - ------------------------------
PAGE NO. -------- Item 1. Financial Statements Condensed Consolidated Balance Sheets November 2, 1996 and February 3, 1996 3 Condensed Consolidated Statements of Income Three and nine months ended November 2, 1996 and October 28, 1995 5 Condensed Consolidated Statements of Cash Flows Three and nine months ended November 2, 1996 and October 28, 1995 6 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 PART II - OTHER INFORMATION 15 - ---------------------------
2 3 ITEM 1. FINANCIAL STATEMENTS FURON COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS (Unaudited)
November 2, February 3, In thousands 1996 1996 - ----------------------------------------------------------------------------------------------- Current assets: Cash and cash equivalents $ 3,872 $ -- Accounts receivable, less allowance for doubtful accounts of $1,221 at November 2, 1996 and $1,367 at February 3, 1996 54,073 51,681 Inventories 41,437 39,827 Deferred income taxes 5,102 5,178 Prepaid expenses and other assets 3,593 5,367 --------- --------- Total current assets 108,077 102,053 Property, plant & equipment, at cost: Land 2,478 1,305 Buildings and leasehold improvements 20,031 18,044 Machinery and equipment 137,084 128,396 --------- --------- 159,593 147,745 Less accumulated depreciation and amortization (76,633) (68,093) --------- --------- Net property, plant and equipment 82,960 79,652 Intangible assets, at cost less accumulated amortization of $28,897 at November 2, 1996 and $26,612 at February 3, 1996 24,769 23,543 Other assets 5,879 6,236 --------- --------- $ 221,685 $ 211,484 ========= =========
See accompanying notes. 3 4 FURON COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited)
November 2, February 3, In thousands, except share data 1996 1996 - ------------------------------------------------------------------------------------------------ Current liabilities: Cash, less checks outstanding $ -- $ 1,052 Accounts payable 19,430 18,851 Salaries, wages and related benefits payable 10,823 11,101 Current portion of long-term debt 177 278 Other current liabilities 10,750 10,345 --------- --------- Total current liabilities 41,180 41,627 Long-term debt 35,228 38,443 Other long-term liabilities 22,009 20,807 Deferred income taxes 7,603 7,725 Commitments and contingencies Stockholders' equity: Preferred stock without par value, 2,000,000 shares authorized, none issued or outstanding -- -- Common stock without par value, 15,000,000 shares authorized, 9,000,749 shares issued and outstanding at November 2, 1996 and 8,906,905 at February 3, 1996 38,853 37,575 Foreign currency translation adjustment 883 403 Unearned ESOP shares (3,316) (3,205) Unearned compensation (314) (556) Additional pension liability (1,649) (1,649) Retained earnings 81,208 70,314 --------- --------- Total stockholders' equity 115,665 102,882 --------- --------- $ 221,685 $ 211,484 ========= =========
See accompanying notes. 4 5 FURON COMPANY CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three months ended Nine months ended ------------------ ----------------- November 2, October 28, November 2, October 28, In thousands, except per share amounts 1996 1995 1996 1995 - --------------------------------------------------------------------------------------------------------------- Net sales $ 96,227 $ 85,401 $ 287,206 $ 256,154 Cost of sales 70,559 62,336 208,995 185,186 -------- -------- --------- --------- Gross profit 25,668 23,065 78,211 70,968 Selling, general and administrative expenses 19,894 18,931 60,239 57,434 Other (income), net (955) (1,042) (2,918) (2,554) Interest expense 585 719 1,939 2,300 -------- -------- --------- --------- Income before income taxes 6,144 4,457 18,951 13,788 Provision for income taxes 2,089 660 6,443 3,926 -------- -------- --------- --------- Net income $ 4,055 $ 3,797 $ 12,508 $ 9,862 ======== ======== ========= ========= Net income per share of Common Stock $ 0.44 $ 0.42 $ 1.37 $ 1.09 ======== ======== ========= =========
See accompanying notes. 5 6 FURON COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three months ended Nine months ended ------------------ ----------------- November 2, October 28, November 2, October 28, In thousands 1996 1995 1996 1995 - ------------------------------------------------------------------------------------------------------------------------------ OPERATING ACTIVITIES Net income $ 4,055 $ 3,797 $ 12,508 $ 9,862 Adjustments to reconcile net income to cash provided by operating activities: Depreciation 3,162 2,880 9,870 8,168 Amortization 838 898 2,483 2,939 Provision for losses on accounts receivable (155) 224 132 484 Deferred income taxes (265) 251 (189) 486 Loss on sale of assets -- -- -- 62 Working capital changes, net of acquisitions and disposals: Accounts receivable (866) (3,404) 1,239 2,224 Inventories 3,740 1,913 619 (2,690) Accounts payable and accrued liabilities (2,552) 3,059 (4,202) (4,064) Income taxes payable 238 (142) 1,546 (201) Other current assets and liabilities, net 1,395 (392) 1,751 648 Changes in other long-term operating assets and liabilities (352) (878) (1,251) (1,008) ------- ------- -------- -------- Net cash provided by operating activities 9,238 8,206 24,506 16,910 INVESTING ACTIVITIES Acquisition of businesses -- 86 (4,071) (23,677) Purchases of property, plant and equipment (3,004) (2,210) (13,856) (9,339) Proceeds from sale of divestitures 275 -- 1,054 767 Proceeds from sale of equipment 1,542 80 1,592 1,312 Proceeds from notes receivable 252 130 257 723 Increase in notes receivable (200) -- (200) (1,100) ------- ------- -------- -------- Net cash used in investing activities (1,135) (1,914) (15,224) (31,314) FINANCING ACTIVITIES Proceeds from long-term debt -- -- 13,000 23,008 Principal payments on long-term debt (4,135) (5,002) (18,312) (12,005) Proceeds from issuance of common stock 457 -- 1,226 730 Loan to ESOP -- (207) (566) (438) Principal payments received from loan to ESOP -- -- 458 384 Dividends paid on common stock (538) (533) (1,614) (1,597) ------- ------- -------- -------- Net cash provided by (used in) financing activities (4,216) (5,742) (5,808) 10,082 EFFECT OF EXCHANGE RATE CHANGES ON CASH (15) 60 398 500 ------- ------- -------- -------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,872 610 3,872 (3,822) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD -- 2,043 -- 6,475 ------- ------- -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,872 $ 2,653 $ 3,872 $ 2,653 ======= ======= ======== ========
See accompanying notes. 6 7 FURON COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS November 2, 1996 (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 February 3, 1996. 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 November 2, 1996, and the results of operations and cash flows for the three and nine months ended November 2, 1996 and October 28, 1995. Results of the Company's operations for the three and nine months ended November 2, 1996 are not necessarily indicative of the results to be expected for the full year. 2. INVENTORIES Inventories, stated at the lower of cost (first-in, first-out) or market, are summarized as follows:
November 2, February 3, In thousands 1996 1996 -------------------------------------------------------------------- Raw materials and purchased parts $14,654 $13,604 Work-in-process 11,093 11,503 Finished goods 15,690 14,720 ------- ------- $41,437 $39,827 ======= =======
3. INTANGIBLES Intangible assets, primarily acquired in business combinations, net of accumulated amortization, are summarized as follows:
November 2, February 3, In thousands 1996 1996 -------------------------------------------------------------------- Goodwill $10,324 $ 9,113 Other intangible assets 14,445 14,430 ------- ------- $24,769 $23,543 ======= =======
7 8 FURON COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS November 2, 1996 (Unaudited) 4. LONG-TERM DEBT Long-term debt is summarized as follows:
November 2, February 3, In thousands 1996 1996 -------------------------------------------------------------------- Loans under bank credit agreements due through fiscal year 2000 $33,000 $38,000 Other 2,405 721 ------- ------- Total long-term debt 35,405 38,721 Less current portion 177 278 ------- ------- Due after one year $35,228 $38,443 ======= =======
For the three and nine months ended November 2, 1996, the weighted average interest rate on the loans under bank credit agreements was 6.0% and 6.2%, respectively. Interest paid for the three and nine months ended November 2, 1996 was $554,000 and $1,870,000, respectively. Interest paid for the three and nine months ended October 28, 1995 was $828,000 and $2,218,000, respectively. 5. STOCKHOLDERS' EQUITY During June 1996, the Company contributed $662,000 to the Employee Stock Ownership Plan (ESOP) for the plan year ended April 30, 1996. Of this amount, $458,000 served to reduce loans previously made to the plan. In addition, during the first nine months of the fiscal year, the Company loaned $566,000 to the ESOP which is presented as unearned ESOP shares in the accompanying condensed consolidated balance sheet. The ESOP used the funds to acquire 25,000 shares of the Company's common stock from a director of the Company. 8 9 FURON COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS November 2, 1996 (Unaudited) 6. INCOME TAXES The Company's effective tax rate for the three and nine month periods ended November 2, 1996 was 34.0% as compared with 14.8% and 28.5% respectively, in the same periods in the prior year. The rates were lower in the prior year due to adjustments made in the third quarter of that year which resulted from the realization of certain reserves and tax credits due to the completion of IRS audit cycles and closure of earlier fiscal years. Income taxes paid for the three and nine months ended November 2, 1996 were $1,600,000 and $3,200,000, respectively. Income taxes paid for the three and nine months ended October 28, 1995 were $400,000 and $3,300,000, respectively. 7. CONTINGENCIES At November 2, 1996, the Company had approximately $1,800,000 of foreign currency hedge contracts outstanding consisting of over-the-counter forward contracts. The contracts reflect the selective hedging of the Belgium Franc with varying maturities up to nine months. Net unrealized gains from hedging activities were not material as of November 2, 1996. At November 2, 1996, the Company is obligated under irrevocable letters of credit totaling $2,177,000. The Company is currently involved in various litigation in the normal course of business. Management of the Company is of the opinion that the ultimate resolution of such litigation should not have a material adverse effect on the Company's consolidated financial position or results of operations. Compliance with environmental laws and regulations designed to regulate the discharge of materials into the environment or otherwise protect the environment requires continuing management effort and expenditures by the Company. The Company does not believe that the operating costs incurred in the ordinary course of business to satisfy air and other permit requirements, properly dispose of hazardous wastes and otherwise comply with these laws and regulations form or will form a material component of its operating costs or have or will have a material adverse effect on its competitive or consolidated financial positions. 9 10 FURON COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS November 2, 1996 (Unaudited) 7. CONTINGENCIES (CONTINUED) The Company or one of its subsidiaries is currently involved in environmental remediation directly or as an EPA-named potentially responsible party or private cost recovery/contribution action defendant at various sites, including the following "superfund" waste disposal sites: Solvents Recovery Service of New England site in Southington, Connecticut; Gallups Quarry site in Plainfield, Connecticut; and the Picillo Superfund site in Coventry, Rhode Island. As of November 2, 1996 the Company's reserves for environmental matters totaled approximately $1,700,000. While neither the timing nor the amount of the ultimate costs associated with the remediation matters described above can be determined with certainty, based on information currently available to the Company, including investigations to determine the nature of the potential liability, the estimated amount of investigation and remedial costs expected to be necessary to complete the remediation and other factors, the Company presently believes that these reserves should be sufficient to cover the Company's aggregate liability for these matters and, accordingly, does not expect them to have a material adverse effect on its consolidated financial position or results of operations. The actual costs to be incurred by the Company at each site will depend on a number of factors, including one or more of the following: the final delineation of contamination; the final determination of the remedial action required; negotiations with governmental agencies with respect to cleanup levels; changes in regulatory requirements; innovations in investigatory and remedial technology; effectiveness of remedial technologies employed; and the ultimate ability to pay of any other responsible parties. 8. SUBSEQUENT EVENT On November 13, 1996, the Company announced that it had entered into an agreement to purchase Medex, Inc., a publicly-held company, headquartered in Hilliard, Ohio for approximately $160 million. Medex manufactures polymer-based critical care products and infusion systems for medical and surgical applications. With annual sales of approximately $100 million, Medex products are sold in more than 50 countries to hospitals, alternate care facilities and to original equipment manufacturers serving the health care industry worldwide. Furon anticipates closing this transaction in the fourth quarter of fiscal 1997. 10 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Consolidated sales for the three and nine months ended November 2, 1996 rose 13% to $96 million and 12% to $287 million, respectively, over the same periods of the prior year. The Company has continued to benefit from strength in a number of industrial markets served over the prior year and increases in new product sales. New products (defined as products that did not exist five years previously) represented 20% of sales for the three months ended November 2, 1996 compared to 15% a year earlier. Increased sales for the three and nine months ended November 2, 1996, was lead by strong demand from offshore oil exploration, aircraft, electronics and appliance markets over the same period of the prior year. Company sales to the processing industry were up 5% over last year's third quarter as a result of increases in the offshore drilling market. The transportation industry unit gains were lead by increased aircraft builds and mobile equipment growth as a result of increased market penetration. Sales into the truck market are up slightly despite the overall industry being down 25% to 35%. The Company's sales into the semi-conductor market were up 16% in the third quarter over the same quarter last year. Sales for the Company's European operations were up 28% and 21%, respectively, for the three and nine months ended November 2, 1996, over the same periods of the prior year (35% and 28% after removing the effect of foreign currency exchange rate changes). These gains were attributable to the purchase of Econocruise in the UK in April 1996. Gross profit as a percentage of sales for the three and nine months ended November 2, 1996 was down 0.3% and 0.5%, respectively from the same periods of the prior year to 26.7% and 27.2%. For the current quarter, spending on direct and variable costs was unfavorable to the prior year. This was in part due to underabsorption of manufacturing overhead as a result of a significant inventory reduction during the quarter of about $3.7 million. Lower gross margins are also in part due to a shift in product mix and lower margins at Econocruise. 11 12 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS (CONTINUED) Selling, general and administrative expenses as a percentage of sales were 20.7% and 21.0% for the three and nine months ended November 2, 1996, down from 22.2% and 22.4%, respectively, for the same periods a year ago. The increase in selling, general and administrative expense in terms of dollars from last year was primarily the result of acquisitions. Also contributing were higher performance based incentive compensation, advertising and increased product development expenses, reflecting the Company's continued commitment to new products and materials development. Partially offsetting these expenses were fewer costs incurred related to bad debt expense and professional fees. Other income and expense, net for the three months ended November 2, 1996 reflected a slight decrease in income from the Company's royalties over the same period a year ago. For the nine months ended November 2, 1996, other income and expense, net increased as a result of decreased other expense, which was attributable to the elimination of higher income related to businesses previously held for sale in the same period last year. Interest expense for the three and nine months ended November 2, 1996 decreased 19% and 16%, respectively, from the same periods of the prior year. Although there has been an increase in the amount of debt as a result of acquisitions of the assets of Fluorglas and Econocruise, higher interest rate portions of long-term debt have been paid off, resulting in lower expense. Pretax results of operations for the three and nine months ended November 2, 1996 were up 38% and 37%, respectively, compared to the same periods last year. The improvement generally reflected higher sales, continued productivity improvements and lower operating expenses, which were somewhat offset by higher manufacturing costs in Europe. For the three months ended November 2, 1996, net of acquisitions and divestitures, total sales were up 4% compared to the same period the prior year. Similarly, European sales, after removing the effect of foreign currency exchange rates, were up 6% compared to the same period the prior year. Gross margins increased 0.1% to 27.1%, and operating expenses decreased 0.9% to 21.9% of sales. Earnings before interest and taxes increased 23% for the three months ended November 2, 1996 compared to the same period last year. For the nine months ended November 2, 1996, net of acquisitions and divestitures, total sales were up 3% while European sales, after removing the effect of foreign currency 12 13 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS (CONTINUED) exchange rates, were up 4% compared to the same period the prior year. Gross profit margin decreased 0.1% to 27.7%, and operating expenses decreased 0.9% to 22.2% of sales. Earnings before interest and taxes increased 19% for the nine months ended November 2, 1996 compared to the same period last year. The Company's effective tax rate for the three and nine month periods ended November 2, 1996 was 34.0% as compared with 14.8% and 28.5% respectively, in the same periods in the prior year. The rates were lower in the prior year due to adjustments made in the third quarter of that year which resulted from the realization of certain reserves and tax credits due to the completion of IRS audit cycles and closure of earlier fiscal years. On November 13, 1996, the Company announced that it had entered into an agreement to purchase Medex, Inc., a publicly held company, headquartered in Hilliard, Ohio for approximately $160 million. Medex manufactures polymer-based critical care products and infusion systems for medical and surgical applications. With annual sales of approximately $100 million, Medex products are sold in more than 50 countries to hospitals, alternate care facilities and to original equipment manufacturers serving the health care industry worldwide. Furon anticipates closing this transaction in the fourth quarter of fiscal 1997. LIQUIDITY AND CAPITAL RESOURCES The Company's financial condition remained strong at November 2, 1996. The ratio of current assets to current liabilities was 2.6 to 1.0, up from 2.5 to 1.0 at the beginning of the year. Net working capital increased $6.5 million from the end of the prior year to a total of $66.9 million. The Company's debt to equity ratio was 0.31 to 1.0 at November 2, 1996, a decrease from 0.38 to 1.0 at the beginning of the year. Cash provided by operations for the three and nine months ended November 2, 1996 was $9.2 million and $24.5 million, respectively, compared with $8.2 million and $16.9 million, respectively, provided in the same periods of the prior year. Net of the Econocruise acquisition, accounts receivable decreased $1.2 million, inventories decreased $0.6 million, income taxes payable increased $1.5 million and accounts payable and accrued liabilities decreased $4.2 million from the prior year end. Cash and cash equivalents increased from a cash overdraft position of ($1.1) million at February 3, 1996, to a cash balance of $3.9 million at November 2, 1996. The increase in cash was due primarily to cash generated from operations of $24.5 million. This increase was partially offset by cash used to fund capital expenditures ($13.9 million), net long-term debt repayments ($5.3 million) and the acquisition of Econocruise ($3.3 million). Capital expenditures were primarily for renovating existing facilities, leasehold 13 14 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES (CONTINUED) improvements, or replacement of existing equipment, in addition to implementation of the operating systems to support the Company's new structure. 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 loans payable to banks. The Company will continue to evaluate its employment of capital resources including asset management and other sources of financing. In order to provide funding for the acquisition of Medex, the Company has secured new financing commitments. ENVIRONMENTAL MATTERS For information regarding environmental matters and other contingencies, see note 7 to the Notes to Condensed Consolidated Financial Statements. STATEMENT REGARDING FORWARD LOOKING DISCLOSURE Except for the historical information contained in this report, certain matters discussed herein, including (without limitation) the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" (Item 2) in Part I, are forward looking statements. These statements involve risks and uncertainties, including (without limitation) the matters identified in that section and the following: the effect of economic and market conditions and raw material price increases; the impact of costs, insurance recoveries and governmental, judicial and other third party interpretations and determinations in connection with legal and environmental proceedings; and the impact of current or pending legislation and regulation. 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. 15 16 PART II - OTHER INFORMATION (CONTINUED) ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits: PAGE NUMBER ----------- 11 Statement re: Computation of Net Income Per Share 18 27 Financial Data Schedule 19
(b) Reports on Form 8-K: There were no reports on Form 8-K for the three months ended November 2, 1996. 16 17 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/ DAVID L. MASCARIN - ----------------------------------- ------------------------------- Monty A. Houdeshell David L. Mascarin Vice President, Chief Financial Controller Officer and Treasurer December 13, 1996 17 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 ------------------ ----------------- November 2, October 28, November 2, October 28, 1996 1995 1996 1995 - ----------------------------------------------------------------------------------------------------------------------------- PRIMARY NET INCOME PER SHARE Earnings: Net income $4,055,000 $3,797,000 $12,508,000 $9,862,000 ========== ========== =========== ========== Shares: Weighted average number of common shares outstanding 8,881,450 8,845,179 8,874,382 8,819,656 Shares issuable from assumed exercise of stock options 257,672 199,076 250,153 244,448 ---------- ---------- ----------- ---------- Average shares as adjusted 9,139,122 9,044,255 9,124,535 9,064,104 ========== ========== =========== ========== Primary net income per share $ 0.44 $ 0.42 1.37 $ 1.09 ========== ========== =========== ========== FULLY DILUTED NET INCOME PER SHARE Earnings: Net income $4,055,000 $3,797,000 $12,508,000 $9,862,000 ========== ========== =========== ========== Shares: Weighted average number of common shares outstanding 8,881,450 8,845,179 8,874,382 8,819,656 Shares issuable from assumed exercise of stock options 257,711 199,076 250,920 247,177 ---------- ---------- ----------- ---------- Average shares as adjusted for full dilution 9,139,161 9,044,255 9,125,302 9,066,833 ========== ========== =========== ========== Fully diluted net income per share $ 0.44 $ 0.42 $ 1.37 $ 1.09 ========== ========== =========== ==========
18 EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S UNAUDITED CONDENSED STATEMENTS OF INCOME, CONDENSED BALANCE SHEETS AND CONDENSED 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 NOVEMBER 2, 1996. 1,000 U.S. DOLLARS 9-MOS FEB-01-1997 NOV-02-1996 1 3,872 0 55,294 1,221 41,437 108,077 159,593 76,633 221,685 41,180 0 0 0 38,853 76,812 221,685 287,206 287,206 208,995 269,234 (2,918) 132 1,939 18,951 6,443 12,508 0 0 0 12,508 1.37 1.37
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