-----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, LckX18mD4omzgowsP+og/u06EXwHCnvIdhBQf7HWFI8krvcPQygFSLSka6cyAKWG AQPsE1TSaBSlEwtpLWJ8HA== 0000892569-97-002444.txt : 19970912 0000892569-97-002444.hdr.sgml : 19970912 ACCESSION NUMBER: 0000892569-97-002444 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19970802 FILED AS OF DATE: 19970902 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: 0201 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-08088 FILM NUMBER: 97674063 BUSINESS ADDRESS: STREET 1: 1199 SOUTH CHILLICOTHE RD 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 FOR PERIOD ENDED AUGUST 2, 1997 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 AUGUST 2, 1997 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 August 26, 1997: 9,054,296. 1 2 FURON COMPANY INDEX PART I - FINANCIAL INFORMATION
PAGE NO. -------- Item 1. Financial Statements Condensed Consolidated Balance Sheets August 2, 1997 and February 1, 1997 3 Condensed Consolidated Statements of Income Three and six months ended August 2, 1997 and August 3, 1996 5 Condensed Consolidated Statements of Cash Flows Three and six months ended August 2, 1997 and August 3, 1996 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 14 - ---------------------------
2 3 ITEM 1. FINANCIAL STATEMENTS FURON COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
August 2, February 1, In thousands 1997 1997 - ------------------------------------------------------------------------------------------------ ASSETS Current assets: Cash and cash equivalents $ 164 $ -- Accounts receivable, less allowance for doubtful accounts of $1,793 at August 2, 1997 and $2,093 at February 1, 1997 69,027 72,315 Inventories 54,551 58,611 Deferred income taxes 10,411 10,411 Prepaid expenses and other assets 6,556 5,389 --------- --------- Total current assets 140,709 146,726 Property, plant & equipment, at cost: Land 7,379 7,096 Buildings and leasehold improvements 30,493 30,712 Machinery and equipment 156,323 152,998 --------- --------- 194,195 190,806 Less accumulated depreciation and amortization (83,215) (76,214) --------- --------- Net property, plant and equipment 110,980 114,592 Intangible assets, at cost less accumulated amortization of $32,542 at August 2, 1997 and $29,971 at February 1, 1997 71,632 74,640 Other assets 7,484 8,385 --------- --------- TOTAL ASSETS $ 330,805 $ 344,343 ========= =========
See accompanying notes. 3 4 FURON COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
August 2, February 1, In thousands, except share data 1997 1997 - --------------------------------------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Cash, less checks outstanding $ - $ 1,665 Accounts payable 24,099 24,319 Salaries, wages and related benefits payable 13,211 14,141 Current portion of long-term debt 1,002 1,001 Facility rationalization and severance 8,109 10,369 Other current liabilities 20,817 16,407 --------- --------- Total current liabilities 67,238 67,902 Long-term debt 154,216 176,983 Other long-term liabilities 23,598 21,933 Deferred income taxes 16,002 16,181 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, 9,056,056 shares issued and outstanding at August 2, 1997 and 9,003,140 at February 1, 1997 39,708 38,787 Foreign currency translation adjustment (2,774) (977) Unearned ESOP shares (2,961) (3,224) Unearned compensation (334) (238) Additional pension liability (1,413) (1,413) Retained earnings 37,525 28,409 --------- --------- Total stockholders' equity 69,751 61,344 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 330,805 $ 344,343 ========= =========
See accompanying notes. 4 5 FURON COMPANY CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three months ended Six months ended --------------------------------------------------------------------- August 2, August 3, August 2, August 3, In thousands, except per share amounts 1997 1996 1997 1996 - --------------------------------------------------------------------------------------------------------------------------- Net sales $ 118,696 $ 96,216 $ 238,345 $ 190,979 Cost of sales 80,214 70,170 161,544 138,436 --------- --------- --------- --------- Gross profit 38,482 26,046 76,801 52,543 Selling, general and administrative expenses 28,625 20,340 56,764 40,345 Other (income), expense (399) (873) (809) (1,963) Interest expense 2,905 678 5,954 1,354 --------- --------- --------- --------- Income before income taxes 7,351 5,901 14,892 12,807 Provision for income taxes 2,127 2,006 4,691 4,354 --------- --------- --------- --------- Net income $ 5,224 $ 3,895 $ 10,201 $ 8,453 ========= ========= ========= ========= Net income per share of Common Stock $ 0.56 $ 0.43 $ 1.10 $ 0.93 ========= ========= ========= =========
See accompanying notes. 5 6 FURON COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three months ended Six months ended ---------------------------------------------------------------- August 2, August 3, August 2, August 3, In thousands 1997 1996 1997 1996 - -------------------------------------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES Net income $ 5,224 $ 3,895 $ 10,201 $ 8,453 Adjustments to reconcile net income to cash provided by operating activities: Depreciation 4,070 3,420 8,301 6,708 Amortization 1,379 867 2,785 1,645 Provision for losses on accounts receivable (6) 182 149 287 Deferred income taxes 2 -- (27) 76 (Gain) loss on sale of assets (11) -- 8 -- Working capital changes, net of acquisitions and disposals: Accounts receivable 83 2,083 2,146 2,105 Inventories 3,420 (683) 4,060 (3,121) Accounts payable and accrued liabilities 2,643 (83) (1,267) (1,650) Income taxes payable (762) 750 2,787 1,308 Other current assets and liabilities, net 1,494 121 (247) 356 Changes in other long-term operating assets and liabilities (37) 530 732 (899) ------- ------- ------- ------- Net cash provided by operating activities 17,499 11,082 29,628 15,268 INVESTING ACTIVITIES Acquisition of businesses -- (777) -- (4,071) Purchases of property, plant and equipment (2,625) (6,497) (5,477) (10,852) Proceeds from sale of businesses 170 373 419 779 Proceeds from sale of equipment 16 26 33 50 Proceeds from notes receivable -- 1 -- 5 ------- ------- ------- ------- Net cash used in investing activities (2,439) (6,874) (5,025) (14,089) FINANCING ACTIVITIES Proceeds from long-term debt -- 6,000 4,081 13,000 Principal payments on long-term debt (19,736) (10,177) (26,805) (14,177) Proceeds, net of cancellations, from issuance of common stock 672 72 647 769 Loan to ESOP (266) (243) (266) (566) Principal payments received from loan to ESOP 529 458 529 458 Dividends paid on common stock (544) (538) (1,084) (1,076) ------- ------- ------- ------- Net cash used in financing activities (19,345) (4,428) (22,898) (1,592) EFFECT OF EXCHANGE RATE CHANGES ON CASH (811) 220 (1,541) 413 ------- ------- ------- ------- (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (5,096) -- 164 -- CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5,260 -- -- -- ------- ------- ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 164 $ - $ 164 $ - ======= ======= ======= =======
See accompanying notes. 6 7 FURON COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS August 2, 1997 (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 1, 1997. 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 August 2, 1997, and the results of operations and cash flows for the three and six months ended August 2, 1997 and August 3, 1996. Results of the Company's operations for the three and six months ended August 2, 1997 are not necessarily indicative of the results to be expected for the full year. In February 1997, the Financial Accounting Standards Board issued Statement No. 128, Earnings per Share, which is effective for financial statements for periods ending after December 15, 1997. The Company will be required to change the method currently used to compute earnings per share and to restate all prior periods. Under the new requirements for calculating basic earnings per share, the dilutive effect of stock options will be excluded. The impact is expected to result in an increase in basic earnings per share for the three and six months ended August 2, 1997 of $0.02 and $0.04 per share, respectively. The impact is expected to result in an increase in basic earnings per share for the three and six months ended August 3, 1996 of $0.01 and $0.02 per share, respectively. The impact of Statement 128 on the calculation of fully diluted earnings per share for these periods is not expected to be material. 2. INVENTORIES Inventories, stated at the lower of cost (first-in, first-out) or market, are summarized as follows:
August 2, February 1, In thousands 1997 1997 -------------------------------------------------------------------- Raw materials and purchased parts $24,460 $22,841 Work-in-process 10,340 14,121 Finished goods 19,751 21,649 ------- ------- $54,551 $58,611 ======= =======
7 8 FURON COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS August 2, 1997 (Unaudited) 3. INTANGIBLES Intangible assets, primarily acquired in business combinations, net of accumulated amortization, are summarized as follows:
August 2, February 1, In thousands 1997 1997 --------------------------------------------------------------------------- Goodwill $41,128 $42,016 Other intangible assets 30,504 32,624 ------- ------- $71,632 $74,640 ======= =======
4. LONG-TERM DEBT Long-term debt is summarized as follows:
August 2, February 1, In thousands 1997 1997 -------------------------------------------------------------------------------- Loans under bank credit agreements due through fiscal year 2000 $147,000 $169,000 Industrial Revenue Bonds 6,175 6,775 Other 2,043 2,209 -------- -------- Total long-term debt 155,218 177,984 Less current portion 1,002 1,001 -------- -------- Due after one year $154,216 $176,983 ======== ========
Effective March 27, 1997, the Company amended and restated its Credit Agreement to increase the aggregate principal amount from $200.0 million to $250.0 million. For the three and six months ended August 2, 1997, the weighted average interest rate on the loans under bank credit agreements was 6.7% and 6.6%, respectively. Interest paid for the three and six months ended August 2, 1997 was $2.7 million and $5.0 million, respectively. Interest paid for the three and six months ended August 3, 1996 was $0.5 million and $1.3 million, respectively. 8 9 FURON COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS August 2, 1997 (Unaudited) 5. INCOME TAXES The Company's effective tax rate for the three and six months ended August 2, 1997 was 28.9% and 31.5%, respectively, as compared with 34.0% for the same periods in the prior year. The lower effective tax rate was primarily due to increases in research and experimental credits and foreign tax credits. Income taxes paid for the three and six months ended August 2, 1997 were $2.7 million and $2.2 million, respectively. Income taxes paid for the three and six months ended August 3, 1996 were $1.1 million and $1.6 million, respectively. 6. CONTINGENCIES At August 2, 1997, the Company had approximately $1.4 million 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 six months. Net unrealized gains from hedging activities were not material as of August 2, 1997. At August 2, 1997, the Company is obligated under irrevocable letters of credit totaling $8.5 million. The Company is currently involved in various litigation. 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 August 2, 1997 (Unaudited) 6. CONTINGENCIES (CONTINUED) As of August 2, 1997 the Company's reserves for environmental matters totaled approximately $1.6 million. The Company or one or more of its subsidiaries is currently involved in environmental investigation or 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 in Southington, Connecticut; Gallup's Quarry in Plainfield, Connecticut; Davis Liquid Waste and Picillo in Coventry, Rhode Island; Malvern in Malvern, Pennsylvania; and Granville in Granville, Ohio. While neither the timing nor the amount of the ultimate costs associated with these matters 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 incurred and other factors, the Company presently believes that its environmental 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. 10 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Consolidated sales for the second quarter and six months year to date, 1997 rose 23% to $118.7 million and 25% to $238.3 million, respectively, over the same periods of the prior year. Medex, having been acquired on January 2, 1997, recorded sales of $24.5 and $49.8 million during the same periods. Exclusive of the Medex acquisition, and several product line divestitures, sales increased in the second quarter over the prior year as the Company has benefited from continued strength in certain industrial markets. The rate of expansion however, slowed from the first quarter. Sales to the aerospace, medical devices OEM, heavy duty truck, and general industrial markets were particularly strong during the quarter compared to the same period of last year. Partially offsetting this is the general softness in the semiconductor equipment market, as well as a shortfall in chemical and industrial processing markets that are the result of major projects included in last year's sales that were not repeated this year. Sales for the Company's European operations for the quarter and the six months, excluding Medex, were down 13% and 10%, respectively, over the same periods of the prior year. However, after removing the unfavorable effect of foreign currency exchange rate changes, sales for the three and six month periods were unchanged and up 3%, over the same periods of last year. Gross profit as a percentage of sales for the three and six months ended August 2, 1997 was up 5.4% and 4.7%, respectively, from the same periods of the prior year to 32.4% and 32.2%. This continues to be the result of both higher margins earned by Medex, which were 44.6% and 44.8% for the three and six month periods and domestic productivity improvements. Exclusive of Medex, gross margins in the second quarter increased from the second quarter last year by 2.2% to 29.3%. This represents an 0.8% increase over the comparable first quarter margins. The current quarter benefited from improved yields resulting in reduced material costs compared to the same period of the prior year. Compared to the first quarter, the operating leverage effect of favorable domestic manufacturing costs, and continued productivity and process improvements were enough to offset the impact of higher manufacturing costs experienced in Europe, in part due to seasonal softness in sales and a shift in product mix. Selling, general and administrative expenses as a percentage of sales were 24.1% and 23.8% for both the quarter and six months year to date, up from 21.1% for both the same periods a year ago. The increase in operating expenses as a percentage of sales from last year is primarily the result of the Medex addition, at 29.8% and 30.6% for the three and six months ended August 2, 1997. After removing the effect of acquisitions and divestitures, these same operating expenses were 22.7% and 21.9%, for both the three and six months ended August 2, 1997, up from 21.4% for both 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 the settlement of product warranty litigation and higher performance based incentive compensation, partially offset by lower costs for professional fees. 11 12 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS (CONTINUED) Other income and expense net, for the three and six months ended August 2, 1997 reflected a decrease from the same periods the prior year due to foreign currency exchange losses related to Medex operations. Interest expense for the three and six months ended August 2, 1997 increased significantly from the same periods of the prior year. This increase is due in full to the debt incurred for the acquisition of Medex. Interest expense for the three months ended August 2, 1997 reflects a 4.7% decrease over the previous quarter ended May 3, 1997 due to the repayment of principal. Pretax results of operations for the three and six months ended August 2, 1997 improved 25% and 16%, respectively, compared to the same periods last year. Net of acquisitions and divestitures, pretax results of operations were up 18% and 14%, respectively, for the three and six months ended August 2, 1997. The improvement generally reflected higher sales, improved margins and continued productivity improvements, which were somewhat offset by higher material costs in Europe and higher operating and interest expenses. The Company's effective tax rate for the three and six months ended August 2, 1997 was 28.9% and 31.5%, respectively, compared with 34.0% in the same periods last year. The lower effective tax rate was primarily due to increases in research and experimental credits and foreign tax credits. LIQUIDITY AND CAPITAL RESOURCES The Company's financial condition remained strong at August 2, 1997. The ratio of current assets to current liabilities was 2.1 to 1.0, down slightly from the beginning of the year. Net working capital decreased $5.4 million from the end of the prior year to a total of $73.5 million. Cash provided by operations for the three and six months ended August 2, 1997 was $17.5 million and $29.6 million, respectively, compared with $11.1 million and $15.3 million, provided in the same periods of the prior year. Inclusive of the Medex acquisition, accounts receivable decreased $2.1 million, inventories decreased $4.1 million, income taxes payable increased $2.8 million and accounts payable and accrued liabilities decreased $1.3 million from the prior year end. Capital expenditures totaled $5.5 million and were primarily for renovating existing facilities, leasehold improvements, or replacement of existing equipment in addition to implementation of the operating systems to support the Company's structure. Cash and cash equivalents increased $1.8 million, in addition to a decrease in long-term debt of $22.8 million which was a result of funds generated by operations. The Company's debt to equity ratio is currently 2.2 to 1.0, a decrease from 2.9 to 1.0 at the beginning of the period. 12 13 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES (CONTINUED) 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 loan payable to banks. 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 the utilization of the remaining $103.0 million available on its existing credit facility or financing from other sources. CONTINGENCIES For information regarding environmental matters and other contingencies, see note 6 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) in 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. 13 14 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. The Annual Meeting of the Shareholders of the registrant was held on June 3, 1997. The following matters were voted upon and approved at the meeting:
VOTES CAST ------------------------------------- BROKER MATTER FOR AGAINST WITHHELD ABSTENTIONS NONVOTES - ---------------------------------------- --------- --------- --------- --------- --------- 1. Election of Class I Directors: Terrence A. Noonan 8,104,959 - 39,807 - - R. David Threshie 8,109,032 - 35,734 - - Bruce E. Ranck 8,110,482 - 34,284 - - 2. Ratification of Appointment of Ernst & Young LLP as Independent Auditors for Fiscal Year Ending January 31, 1998 7,681,593 13,186 - 449,987 -
ITEM 5. OTHER INFORMATION. Not applicable. 14 15 PART II - OTHER INFORMATION (CONTINUED) ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits: 10.1A* Amendment 1997-1 to 1982 Stock Incentive Plan. 10.3A* Amendment 1997-1 to Supplemental Executive Retirement Plan. 10.7A* Amendment 1997-1 to Deferred Compensation Plan. 10.8A* Amendment 1997-1 to EVA Incentive Compensation Plan. 10.11A Amendment 1997-1 to 1993 Non-Employee Directors' Stock Compensation Plan. 10.12B* Amendment 1997-1 to 1995 Stock Incentive Plan. 11 Statement re: Computation of Net Income Per Share 27 Financial Data Schedule (b) Reports on Form 8-K: None __________ * A management contract or compensatory plan or arrangement 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/DAVID L. MASCARIN - ---------------------------------- ---------------------------------- Monty A. Houdeshell David L. Mascarin Vice President, Chief Financial Officer Controller and Treasurer September 2, 1997 16 EX-10.1A 2 AMENDMENT 1997-1 TO 1982 STOCK INCENTIVE PLAN 1 EXHIBIT 10.1A AMENDMENT 1997-1 FURON COMPANY 1982 STOCK INCENTIVE PLAN WHEREAS, Furon Company (the "Company") maintains the Furon Company 1982 Stock Incentive Plan (the "Plan"); and WHEREAS, the Company has the right to amend the Plan, and the Company desires to amend the Plan to reflect recent resolutions adopted by the Board of Directors. NOW, THEREFORE, the Plan is hereby amended, effective immediately, as follows: 1. Section 1.1(p) of the Plan is hereby amended in its entirety to read as follows: "(p) 'Event' shall mean any of the following: (i) The dissolution or liquidation of the Corporation; (ii) The merger, consolidation, or other reorganization of the Corporation with or into one or more entities which are not "Subsidiaries" (as defined below in this Section 1.1(p)), as a result of which 50% or less of the outstanding voting securities of the surviving or resulting entity are, or are to be, owned by former shareholders of the Corporation; (iii) The sale or transfer of substantially all of the Corporation's business and/or assets to a person or entity which is not a Subsidiary (as defined below in this Section 1.1(p)); or 2 (iv) A Change in Control. A "Change in Control" shall be deemed to have occurred if: (A) any "person", alone or together with all "affiliates" and "associates" of such person is or becomes (1) an "Acquiring Person" as defined in the Rights Agreement, originally dated as of March 21, 1989, by and between the Corporation and The Bank of New York, successor Rights Agent, or (2) the "beneficial owner" of 20% or more of the outstanding voting securities of the Corporation (the terms "person", "affiliates", "associates" and "beneficial owner" are used as such terms are used in the Securities Exchange Act of 1934 and the General Rules and Regulations thereunder); provided, however, that a "Change in Control" shall not be deemed to have occurred if such "person" is the Corporation, any Subsidiary (as defined below in this Section 1.1(p)) or any employee benefit plan or employee stock plan of the Corporation or of any Subsidiary (as defined below in this Section 1.1(p)), or any trust or other entity organized, established or holding shares of such voting securities by, for or pursuant to, the terms of any such plan; or (B) individuals who at the beginning of any period of two consecutive calendar years constitute the Board cease for any reason, during such period, to constitute at least a majority thereof, 3 unless the election, or the nomination for election by the Corporation's shareholders, of each new Board member was approved by a vote of at least three-quarters of the Board members then still in office who were Board members at the beginning of such period. For purposes of this Section 1.1(p), 'Subsidiary' shall mean any corporation or other entity of which more than 50% of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Corporation. If the approval of the shareholders of the Corporation for any of the occurrences set forth in subsections (i) through (iv) is obtained prior to such occurrence, then such shareholder approval shall constitute the Event." EX-10.3A 3 AMEND. 1997-1 SUPPLEMENTAL EXECUTIVE RETIREMNT PLN 1 EXHIBIT 10.3A AMENDMENT 1997-1 TO THE FURON COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN WHEREAS, Furon Company ("Company") maintains the Furon Company Supplemental Executive Retirement Plan ("Plan"); and WHEREAS, the Company has the right to amend the Plan; NOW, THEREFORE, this Amendment 1997-1 is hereby adopted, as follows, effective immediately: 1. The definition of "Earnings" in Section 1.6 of the Plan is amended to read in its entirety as follows: "1.6 'Earnings' means W-2 compensation, including annual incentive pay and amounts deferred by the Participant under the Basic Plan but excluding (a) non-recurring payments such as moving expenses and (b) long-term incentive plan payments (such as any payout made from the EVA Bank under the Company's Economic Value Added Incentive Compensation Plan), and (c) income resulting from the exercise of stock options. Earnings shall include compensation deferred by the Participant in the year the compensation would have been paid but for the election to defer the compensation. Earnings shall not include compensation which was previously deferred when such previously deferred compensation is actually paid." 2. The definition of "Event" as set forth in Section 1.7, is amended to 2 read in its entirety as follows: "1.7 'Event' shall mean any of the following: (a) The dissolution or liquidation of the Company; (b) The merger, consolidation, or other reorganization of the Company with or into one or more entities which are not 'Subsidiaries' (as defined below), as a result of which 50% or less of the outstanding voting securities of the surviving or resulting entity are, or are to be, owned by former shareholders of the Company; (c) The sale or transfer of substantially all of the Company's business and/or assets to a person or entity which is not a Subsidiary; or (d) A Change in Control. A 'Change in Control' shall be deemed to have occurred if: (i) any 'person', alone or together with all 'affiliates' and 'associates' of such person is or becomes (A) an 'Acquiring Person' as defined in the Rights Agreement, originally dated as of March 21, 1989, by and between the Company and The Bank of New York, successor Rights Agent, or (B) the 'beneficial owner' of 20% or more of the outstanding voting securities of the Company (the terms 'person', 'affiliates', 'associates' and 'beneficial owner' are used as such terms are used in the Securities Exchange Act of 1934 and the General Rules and Regulations thereunder); provided, however, that a 'Change in Control' shall not be deemed to have occurred if such 'person' is the Company, any Subsidiary or any employee benefit plan or employee stock plan of the Company or of any Subsidiary, or any 3 trust or other entity organized, established or holding shares of such voting securities by, for or pursuant to, the terms of any such plan; or (ii) individuals who at the beginning of any period of two consecutive calendar years constitute the Board of Directors of the Company (the "Board) cease for any reason, during such period, to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, of each new Board member was approved by a vote of at least three-quarters of the Board members then still in office who were Board members at the beginning of such period. 'Subsidiary' shall mean any corporation or other entity of which more than 50% of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. If the approval of the shareholders of the Company for any of the occurrences set forth in subsections (a) through (d) is obtained prior to such occurrence, then such shareholder approval shall constitute the Event." 3. Section 2.2 is amended to read in its entirety as follows: "2.2 Except as otherwise specified in this Section 2.2, if a Participant who is receiving, or may be entitled to receive, a benefit hereunder engages in activities causing substantial competitive injury to the Company (without prior authorization given by the Committee in writing) or is discharged for cause, or performs acts of willful malfeasance or gross negligence in a matter of material importance to the Company, payments 4 thereafter payable hereunder to such Participant or such Participant's Surviving Spouse will be forfeited and the Company will have no further obligation hereunder to such Participant or spouse. Notwithstanding the foregoing, if an Event occurs, then no forfeiture shall occur under this Section 2.2, unless, prior to the Event, the Participant was provided a written notice from the Company containing the following information: (a) Such written notice must explicitly state that the Participant's benefit under this Plan has been forfeited pursuant to this Section 2.2; and (b) Such written notice must set forth in reasonable detail the specific facts leading to the conclusion that a forfeiture under this Section 2.2 should occur. If the Event occurs prior to date the Participant is provided the notice described above, then the forfeiture shall not occur, regardless of whether the facts which would otherwise have led to a forfeiture occurred before, on or after the date of the Event." 4. The last sentence of Section 3.3 is amended to read in its entirety as follows: "Benefits may be payable in any other form requested by a Participant and approved by the Committee for the particular Participant involved. The Committee shall only approve another form of benefit if the Committee determines that it would be in the best interests of the Company to approve the other form of benefit. Any approval of a form of 5 benefit by the Committee shall apply only to the particular Participant involved, and shall not create any right or entitlement of any other Participant to receive a benefit in the same or a similar form." 5. The third sentence of Section 7.1 is deleted and replaced with the following: "In the case of any other Participant, the cash lump-sum benefit will equal the benefit the Participant would be entitled to using (both for purposes of Sections 1.16 and 3.1) years of Service determined as follows: a. If the Participant had fewer than five actual years of Service as of the date of the Event, the Participant will be deemed to have a total of ten years of Service; b. If the Participant had five or more actual years of Service, but fewer than ten actual years of Service as of the date of the Event, the Participant will be deemed to have the number of years of Service equal to the Participant's actual years of Service plus five years of Service; and c. If the Participant had ten or more actual years of Service as of the date of the Event, the Participant will be deemed to have a total of fifteen years of Service." 6. Section 8.1 is amended to read in its entirety as follows: "The Board of Directors may, at its sole discretion, terminate, suspend or amend this Plan at any time or from time to time, in whole or in part, except as specified in this Section 8.1. Neither the termination of 6 the Plan, nor its amendment, nor its suspension, may affect a Participant's right or the right of a Surviving Spouse to receive any benefit which had been earned through the date of such amendment, termination or suspension, based upon Service through such date, whether or not such benefit is then currently payable. Accordingly, if the Plan is terminated, suspended, or amended, each Participant (and the Surviving Spouse of each Participant) shall be entitled to receive, at a minimum, a benefit calculated under the terms of the Plan prior to such termination, suspension or amendment, according to the Participant's Service as of the date of the termination, suspension or amendment." 7. The following Appendix A is hereby added to the Plan: "APPENDIX A" SPECIAL PROVISIONS Notwithstanding Section 1.16, the Vesting Percentage of Dominick A. Arena shall be determined according to the following table:
Completed ---------- Years of Service Vesting Percentage ---------------- ------------------ 6 years 50% 7 years 60% 8 years 70% 9 years 80% 10 years 90% 11 years (age 65) 100%
7 Should Mr. Arena reach his sixty-fifth birthday while employed by the Company, his annual retirement income under Section 3.1 shall be calculated as if he had completed fifteen years of Service. Should an Event occur while Mr. Arena is employed by the Company, then Mr. Arena's Vesting Percentage shall be the greater of (a) 50%, or (b) the percentage determined according to the table above by adding five years of Service to his actual years of Service." IN WITNESS WHEREOF, this Amendment 1997-1 is hereby adopted this _____ day of __________________, 1997. FURON COMPANY By: _________________________ Its: _________________________ EX-10.7A 4 AMENDMENT 1997-1 TO DEFERRED COMPENSATION PLAN 1 EXHIBIT 10.7A AMENDMENT 1997-1 TO THE FURON COMPANY DEFERRED COMPENSATION PLAN WHEREAS, Furon Company ("Company") maintains the Furon Company Deferred Compensation Plan ("Plan"); and WHEREAS, the Company has the right to amend the Plan NOW, THEREFORE, this Amendment 1997-1 is hereby adopted, as follows: 1. The definition of Change in Control contained in Section 4.7(f) of the Plan is amended in its entirety to read as follows: "For purposes of this Plan, a 'Change in Control' means any of the following: (1) The dissolution or liquidation of the Company; (2) The merger, consolidation, or other reorganization of the Company with or into one or more entities which are not 'Subsidiaries' (as defined below), as a result of which 50% or less of the outstanding voting securities of the surviving or resulting entity are, or are to be, owned by former shareholders of the Company; (3) The sale or transfer of substantially all of the Company's business and/or assets to a person or entity which is not a Subsidiary; 2 (4) any 'person', alone or together with all 'affiliates' and 'associates' of such person is or becomes (a) an 'Acquiring Person' as defined in the Rights Agreement, originally dated as of March 21, 1989, by and between the Company and The Bank of New York, successor Rights Agent, or (b) the 'beneficial owner' of 20% or more of the outstanding voting securities of the Company (the terms 'person', 'affiliates', 'associates' and 'beneficial owner' are used as such terms are used in the Securities Exchange Act of 1934 and the General Rules and Regulations thereunder); provided, however, that a 'Change in Control' shall not be deemed to have occurred if such 'person' is the Company, any Subsidiary or any employee benefit plan or employee stock plan of the Company or of any Subsidiary, or any trust or other entity organized, established or holding shares of such voting securities by, for or pursuant to, the terms of any such plan; or (5) individuals who at the beginning of any period of two consecutive calendar years constitute the Board of Directors of the Company (the "Board") cease for any reason, during such period, to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, of each new Board member was approved by a vote of at least three-quarters of the Board members then still in office who were Board members at the beginning of such period. 'Subsidiary' shall mean any corporation or other entity of which more than 50% of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. If the approval of the shareholders of the 3 Company for any of the occurrences set forth in subsections (1) through (5) is obtained prior to such occurrence, then such shareholder approval shall constitute the Change in Control." IN WITNESS WHEREOF, this Amendment 1997-1 is hereby adopted this _____ day of __________________, 1997. FURON COMPANY By: _________________________ Its: _________________________ EX-10.8A 5 AMENDMENT 1997-1 TO EVA INCENTIVE COMPENSATION PLN 1 EXHIBIT 10.8A AMENDMENT 1997-1 TO THE FURON COMPANY ECONOMIC VALUE ADDED (EVA) INCENTIVE COMPENSATION PLAN WHEREAS, Furon Company (the "Company") maintains the Furon Company Economic Value Added (EVA) Incentive Compensation Plan ("Plan"); and WHEREAS, the Company has the right to amend the Plan; and NOW, THEREFORE, this Amendment 1997-1 is hereby adopted, as follows: 1. The definition of "Event" as set forth in Section 8.5 of the Plan, is amended to read as follows: "'Event' shall mean any of the following: (i) The dissolution or liquidation of the Company; (ii) The merger, consolidation, or other reorganization of the Company with or into one or more entities which are not 'Subsidiaries' (as defined below), as a result of which 50% or less of the outstanding voting securities of the surviving or resulting entity are, or are to be, owned by former shareholders of the Company; (iii) The sale or transfer of substantially all of the Company's business and/or assets to a person or entity which is not a Subsidiary; or 2 (iv) A Change in Control. A 'Change in Control' shall be deemed to have occurred if: (A) any 'person', alone or together with all 'affiliates' and 'associates' of such person is or becomes (1) an 'Acquiring Person' as defined in the Rights Agreement, originally dated as of March 21, 1989, by and between the Company and The Bank of New York, successor Rights Agent, or (2) the 'beneficial owner' of 20% or more of the outstanding voting securities of the Company (the terms 'person', 'affiliates', 'associates' and 'beneficial owner' are used as such terms are used in the Securities Exchange Act of 1934 and the General Rules and Regulations thereunder); provided, however, that a 'Change in Control' shall not be deemed to have occurred if such 'person' is the Company, any Subsidiary or any employee benefit plan or employee stock plan of the Company or of any Subsidiary, or any trust or other entity organized, established or holding shares of such voting securities by, for or pursuant to, the terms of any such plan; or (B) individuals who at the beginning of any period of two consecutive calendar years constitute the Board cease for any reason, during such period, to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, of each new Board member was approved by a vote of at least three-quarters of the Board members then still in office who were Board members at the beginning of such period. 3 'Subsidiary' shall mean any corporation or other entity of which more than 50% of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. If the approval of the shareholders of the Company for any of the occurrences set forth in subsections (i) through (iv) is obtained prior to such occurrence, then such shareholder approval shall constitute the Event." IN WITNESS WHEREOF, this Amendment 1997-1 is hereby adopted this _____ day of __________________, 1997. FURON COMPANY By: _________________________ Its: _________________________ EX-10.11A 6 AMEND. TO 1993 NON-EMPLOYEE DIR.'S STOCK COMP. PLN 1 EXHIBIT 10.11A AMENDMENT 1997-1 FURON COMPANY 1993 NON-EMPLOYEE DIRECTORS' STOCK COMPENSATION PLAN WHEREAS, Furon Company (the "Company") maintains the Furon Company 1993 Non-Employee Directors' Stock Compensation Plan (the "Plan"); and WHEREAS, the Company has the right to amend the Plan, and the Company desires to amend the Plan to reflect recent resolutions adopted by the Board of Directors. NOW, THEREFORE, the Plan is hereby amended, effective immediately, as follows: 1. Section 2.5 of the Plan is hereby amended in its entirety to read as follows: "2.5 'Change in Control' shall mean any of the following: (a) The dissolution or liquidation of the Company; (b) The merger, consolidation, or other reorganization of the Company with or into one or more entities which are not 'Subsidiaries' (as defined below), as a result of which 50% or less of the outstanding voting securities of the surviving or resulting entity are, or are to be, owned by former shareholders of the Company; (c) The sale or transfer of substantially all of the Company's business and/or assets to a person or entity which is not a Subsidiary; 2 (d) any 'person', alone or together with all 'affiliates' and 'associates' of such person is or becomes (1) an 'Acquiring Person' as defined in the Rights Agreement, originally dated as of March 21, 1989, by and between the Company and The Bank of New York, successor Rights Agent, or (2) the 'beneficial owner' of 20% or more of the outstanding voting securities of the Company (the terms 'person', 'affiliates', 'associates' and 'beneficial owner' are used as such terms are used in the Securities Exchange Act of 1934 and the General Rules and Regulations thereunder); provided, however, that a 'Change in Control' shall not be deemed to have occurred if such 'person' is the Company, any Subsidiary or any employee benefit plan or employee stock plan of the Company or of any Subsidiary, or any trust or other entity organized, established or holding shares of such voting securities by, for or pursuant to, the terms of any such plan; or (e) individuals who at the beginning of any period of two consecutive calendar years constitute the Board of Directors cease for any reason, during such period, to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, of each new member of the Board of Directors was approved by a vote of at least three-quarters of the members of the Board of Directors then still in office who were members of the Board of Directors at the beginning of such period. 'Subsidiary' shall mean any corporation or other entity of which more than 50% of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. If the approval of the shareholders of the 3 Company for any of the occurrences set forth in subsections (a) through (e) is obtained prior to such occurrence, then such shareholder approval shall constitute the Event." EX-10.12B 7 AMENDMENT 1997-1 TO 1995 STOCK INCENTIVE PLAN 1 EXHIBIT 10.12B AMENDMENT 1997-1 FURON COMPANY 1995 STOCK INCENTIVE PLAN WHEREAS, Furon Company (the "Company") maintains the Furon Company 1995 Stock Incentive Plan (the "Plan"); and WHEREAS, the Company has the right to amend the Plan, and the Company desires to amend the Plan to reflect recent resolutions adopted by the Board of Directors. NOW, THEREFORE, the Plan is hereby amended, effective immediately, as follows: 1. The definition of "Event" in Section 7.1 of the Plan is hereby amended in its entirety to read as follows: "'Event' shall mean any of the following: (1) The dissolution or liquidation of the Corporation; (2) The merger, consolidation, or other reorganization of the Corporation with or into one or more entities which are not 'Subsidiaries' (as defined below in this definition), as a result of which 50% or less of the outstanding voting securities of the surviving or resulting entity are, or are to be, owned by former shareholders of the Corporation; (3) The sale or transfer of substantially all of the Corporation's business and/or assets to a person or entity which is not a Subsidiary (as defined below in this definition); or 2 (4) A Change in Control. A 'Change in Control' shall be deemed to have occurred if: (A) any 'person', alone or together with all 'affiliates' and 'associates' of such person is or becomes (a) an 'Acquiring Person' as defined in the Rights Agreement, originally dated as of March 21, 1989, by and between the Corporation and The Bank of New York, successor Rights Agent, or (b) the 'beneficial owner' of 20% or more of the outstanding voting securities of the Corporation (the terms 'person', 'affiliates', 'associates' and 'beneficial owner' are used as such terms are used in the Securities Exchange Act of 1934 and the General Rules and Regulations thereunder); provided, however, that a 'Change in Control' shall not be deemed to have occurred if such 'person' is the Corporation, any Subsidiary (as defined below in this definition) or any employee benefit plan or employee stock plan of the Corporation or of any Subsidiary (as defined below in this definition), or any trust or other entity organized, established or holding shares of such voting securities by, for or pursuant to, the terms of any such plan; or (B) individuals who at the beginning of any period of two consecutive calendar years constitute the Board cease for any reason, during such period, to constitute at least a majority thereof, unless the election, or the nomination for election by the 3 Corporation's shareholders, of each new Board member was approved by a vote of at least three-quarters of the Board members then still in office who were Board members at the beginning of such period. For purposes of this definition, 'Subsidiary' shall mean any corporation or other entity of which more than 50% of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Corporation. If the approval of the shareholders of the Corporation for any of the occurrences set forth in subsections (1) through (4) is obtained prior to such occurrence, then such shareholder approval shall constitute the Event." EX-11 8 COMPUTATION OF NET INCOME PER SHARE 1 EXHIBIT 11 FURON COMPANY Computation of Net Income Per Share
Three months ended Six months ended August 2, August 3, August 2, August 3, 1997 1996 1997 1996 - --------------------------------------------------------------------------------------------------------------------------------- PRIMARY NET INCOME PER SHARE Earnings: Net income $ 5,224,000 $ 3,895,000 $10,201,000 $ 8,453,000 =========== =========== =========== =========== Shares: Weighted average number of common shares outstanding 8,959,319 8,886,221 8,941,374 8,870,848 Shares issuable from assumed exercise of stock options 354,674 271,908 301,226 246,576 ----------- ----------- ----------- ----------- Average shares as adjusted 9,313,993 9,158,129 9,242,600 9,117,424 =========== =========== =========== =========== Primary net income per share $ 0.56 $ 0.43 $ 1.10 $ 0.93 =========== =========== =========== =========== FULLY DILUTED NET INCOME PER SHARE Earnings: Net income $ 5,224,000 $ 3,895,000 $10,201,000 $ 8,453,000 =========== =========== =========== =========== Shares: Weighted average number of common shares outstanding 8,959,319 8,886,221 8,941,374 8,870,848 Shares issuable from assumed exercise of stock options 385,598 271,967 396,137 247,619 ----------- ----------- ----------- ----------- Average shares as adjusted for full dilution 9,344,917 9,158,188 9,337,511 9,118,467 =========== =========== =========== =========== Fully diluted net income per share $ 0.56 $ 0.43 $ 1.09 $ 0.93 =========== =========== =========== ===========
EX-27 9 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 six months ended August 2, 1997. 1,000 6-MOS JAN-31-1998 AUG-02-1997 164 0 70,820 1,793 54,551 140,709 194,195 83,215 330,805 67,238 6,175 0 0 39,708 30,043 330,805 238,345 238,345 161,544 218,308 (809) 149 5,954 14,892 4,691 10,201 0 0 0 10,201 1.10 1.09
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