-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, hbylbyC4YhaWNwNruVjjNWz9BblXyPy9KOLeJA/k6gSjKAKC0lPUoDtJh6IPbUHj MZQjEaB3PhMYKg6vklsexg== 0000950133-94-000264.txt : 19941116 0000950133-94-000264.hdr.sgml : 19941116 ACCESSION NUMBER: 0000950133-94-000264 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19941114 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAFARGE CORP CENTRAL INDEX KEY: 0000716783 STANDARD INDUSTRIAL CLASSIFICATION: 3241 IRS NUMBER: 581290226 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08584 FILM NUMBER: 94559650 BUSINESS ADDRESS: STREET 1: 11130 SUNRISE VALLEY DR STE 300 CITY: RESTON STATE: VA ZIP: 22091-4329 BUSINESS PHONE: 7032643600 10-Q 1 FORM 10-Q FOR LAFARGE CORPORATION 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - ---- EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1994 ----------------------------------------------- OR - ---- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from --------------- to -------------- Commission file number 0-11936 ------------------------------------------------------- LAFARGE CORPORATION - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) MARYLAND 58-1290226 - ------------------------------------------------------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 11130 SUNRISE VALLEY DRIVE, SUITE 300, RESTON, VA 22091 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) 703-264-3600 - ------------------------------------------------------------------------------ (Registrant's telephone number, including area code) 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 --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Outstanding as of Class October 31, 1994 ------------------------------------ ---------------- Common Stock of Lafarge Corporation ($1 par value) 59,516,144 Exchangeable Preference Shares of Lafarge Canada Inc. (no par value) 8,487,017 ----------- Total Common Equity Interests 68,003,161 ===========
Number of pages contained in this report 15 -- Total sequentially numbered pages 15 -- Exhibit index on page 13. -- 1 2 LAFARGE CORPORATION AND SUBSIDIARIES FORM 10-Q - FOR THE QUARTER ENDED SEPTEMBER 30, 1994 INDEX
Page ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements a) Condensed Consolidated Statements of Income - Three-Month and Nine-Month Periods Ended September, 1994 and 1993 3 b) Condensed Consolidated Balance Sheets - September 30, 1994, September 30, 1993, and December 31, 1993 4 c) Condensed Consolidated Statements of Cash Flows - Nine-Month Period Ended September 30, 1994 and 1993 5 d) Condensed Consolidated Geographic Information - Three-Month and Nine-Month Periods Ended September 30, 1994 and 1993 6 e) Notes to Condensed Consolidated Financial Statement 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. OTHER INFORMATION Item 1. Legal Proceedings 13 Item 6(a). Exhibits 13 Item 6(b). Reports on Form 8-K 13 SIGNATURE 14
2 3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements LAFARGE CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Income (Unaudited and in thousands, except per share amounts)
Three Months Ended Nine Months Ended September 30 September 30 ------------------------ ------------------------ 1994 1993 1994 1993 ---------- ---------- ---------- ---------- NET SALES $ 528,416 $ 510,614 $1,159,563 $1,096,862 ---------- ---------- ---------- ---------- COST AND EXPENSES Cost of goods sold 384,296 381,564 940,882 929,005 Selling and administrative 42,399 39,686 121,685 120,464 Interest expense, net 9,297 10,294 26,114 32,438 Other expense (income), net (3,509) (617) 3,607 (5,020) ---------- ---------- ---------- ---------- Total costs and expenses 432,483 430,927 1,092,288 1,076,887 ---------- ---------- ---------- ---------- Pre-tax income 95,933 79,687 67,275 19,975 Income tax expense (23,744) (25,409) (18,816) (16,304) ---------- ---------- ---------- ---------- NET INCOME $ 72,189 $ 54,278 $ 48,459 $ 3,671 ========== ========== ========== ========== NET INCOME PER COMMON EQUITY SHARE-PRIMARY $ 1.06 $ .90 $ .71 $ .06 ========== ========== ========== ========== NET INCOME PER COMMON EQUITY SHARE-ASSUMING FULL DILUTION $ 1.01 $ .87 $ .71 $ .06 ========== ========== ========== ========== DIVIDENDS PER COMMON EQUITY SHARE $ .075 $ .075 $ .225 $ .225 ========== ========== ========== ========== Average number of common equity shares outstanding 68,322 59,987 68,244 59,771 ========== ========== ========== ==========
See Notes to Condensed Consolidated Financial Statements. 3 4 LAFARGE CORPORATION AND SUBSIDIARIES Condensed Consolidated Balance Sheet (Unaudited and in thousands)
September 30 September 30 December 31 1994 1993 1993 ------------ ------------ ----------- ASSETS Cash and cash equivalents $ 157,151 $ 57,674 $ 109,294 Receivables, net 364,751 349,628 253,207 Inventories 171,441 185,388 186,082 Other current assets 32,255 28,457 36,661 ---------- ---------- ---------- Total current assets 725,598 621,147 585,244 Property, plant and equipment, net 779,659 897,755 880,724 Excess of cost over net assets of businesses acquired, net 25,830 40,844 39,636 Other assets 161,822 160,655 168,114 ---------- ---------- ---------- TOTAL ASSETS $1,692,909 $1,720,401 $1,673,718 ========== ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable and accrued liabilities $ 256,871 $ 216,428 $ 226,585 Income taxes payable 36,670 26,984 28,846 Current portion of long-term debt 36,224 55,183 14,373 ---------- ---------- ---------- Total current liabilities 329,765 298,595 269,804 Long-term debt 313,878 521,996 373,230 Deferred income tax 81,265 95,362 101,395 Other postretirement benefits 120,237 119,838 120,676 Other long-term liabilities 12,621 17,243 16,948 ---------- ---------- ---------- Total liabilities 857,766 1,053,034 882,053 ---------- ---------- ---------- Common equity interests Common shares 59,512 47,271 55,290 Exchangeable shares 57,676 84,740 78,443 Additional paid-in-capital 570,670 414,957 535,685 Retained earnings 197,854 167,471 164,702 Foreign currency translation adjustments (50,569) (47,072) (42,455) ---------- ---------- ---------- Total shareholders' equity 835,143 667,367 791,665 ---------- ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,692,909 $1,720,401 $1,673,718 ========== ========== ==========
See Notes to Condensed Consolidated Financial Statements. 4 5 LAFARGE CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited and in thousands)
Nine Months Ended September 30 --------------------- 1994 1993 -------- -------- CASH FLOWS FROM OPERATIONS Net income $ 48,459 $ 3,671 Adjustments to reconcile net income to net cash provided by operations: Depreciation, depletion and amortization 80,753 86,996 Provision for doubtful accounts 3,945 4,333 Gain on sale of assets (8,563) (13,565) Other postretirement benefits 2,218 3,811 Restructuring (11,619) 0 Other non-cash charges and credits, net (15,540) (6,522) Changes in working capital (68,977) (56,453) -------- -------- Net cash provided by operations: 30,676 22,271 -------- -------- CASH FLOWS FROM INVESTING Capital expenditures (69,210) (45,637) Acquisitions (4,371) (744) Proceeds from dispositions 121,733 52,637 Other 3,939 2,606 -------- -------- Net cash received from investing 52,091 8,862 -------- -------- CASH FLOWS FROM FINANCING Net decrease in long-term borrowings (37,473) (44,987) Issuance of equity securities 11,189 3,942 Dividends, net of reinvestments (8,056) (11,001) -------- -------- Net cash consumed by financing (34,340) (52,046) -------- -------- Effect of exchange rate changes (570) (6,071) -------- -------- NET INCREASE (DECREASE) IN CASH 47,857 (26,984) CASH AT THE BEGINNING OF THE PERIOD 109,294 84,658 -------- -------- CASH AT THE END OF THE PERIOD $ 157,151 $ 57,674 ======== ========
See Notes to Condensed Consolidated Financial Statements. 5 6 LAFARGE CORPORATION AND SUBSIDIARIES Condensed Consolidated Geographic Information (Unaudited and in thousands)
Three Months Ended Nine Months Ended September 30 September 30 ------------------------ ------------------------ 1994 1993 1994 1993 ---------- ---------- ---------- ---------- NET SALES Canada $ 239,190 $ 229,261 $ 481,693 $ 466,948 United States 289,226 281,353 677,870 629,914 ---------- ---------- ---------- ---------- TOTAL NET SALES $ 528,416 $ 510,614 $1,159,563 $1,096,862 ========== ========== ========== ========== INCOME FROM OPERATIONS Canada $ 48,615 $ 46,983 $ 27,782 $ 27,014 United States 56,615 42,998 65,607 25,399 ---------- ---------- ---------- ---------- TOTAL INCOME FROM OPERATIONS 105,230 89,981 93,389 52,413 Interest expense, net (9,297) (10,294) (26,114) (32,438) ---------- ---------- ---------- ---------- PRE-TAX INCOME $ 95,933 $ 79,687 $ 67,275 $ 19,975 ========== ========== ========== ==========
See Notes to Condensed Consolidated Financial Statements. 6 7 LAFARGE CORPORATION AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements 1. The Registrant is engaged in the production and sale of cement, ready-mixed concrete, other concrete products, asphalt and aggregates. The Registrant operates in the U.S. and, through its major operating subsidiary Lafarge Canada Inc. ("LCI"), in Canada. The Registrant's wholly-owned subsidiary, Systech Environmental Corporation, and its Canadian affiliate, are engaged in waste recovery and disposal utilizing industrial wastes as supplemental fuels in cement kilns. Lafarge Coppee S.A., a French corporation, and certain of its affiliates own a majority of the Registrant's outstanding voting securities. 2. The condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. As a result, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The Registrant believes that the disclosures made are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Registrant's 1993 Annual Report on Form 10-K. 3. Effective January 1, 1994, the Registrant adopted Statement of Financial Accounting Standards No. 112, "Accounting for Other Postemployment Benefits". The cumulative effect of this change in accounting principle was charged to other expense and was not material to the Registrant's financial position and operating results. Also effective January 1, 1994, the Registrant adopted Statement of Financial Accounting Standards No. 115 "Accounting for Certain Investments in Debt and Equity Securities". This statement had no impact on the Registrant's financial position and operating results. 4. Because of seasonal, weather-related conditions in several of the Registrant's marketing areas, earnings of any one quarter should not be considered as indicative of results to be expected for a full fiscal year or any other interim period. 5. Substantially all U.S. inventories other than maintenance and operating supplies are costed using the last-in, first-out ("LIFO") method and all other inventories are valued at average cost. At September 30, 1994 and 1993, and at December 31, 1993, inventories consisted of the following (in thousands): 7 8
September 30 September 30 December 31 1994 1993 1993 ------------ ------------ ----------- Finished products $ 77,084 $ 90,573 $ 89,700 Work in process 8,416 11,662 10,681 Raw materials and fuel 44,851 39,495 39,668 Maintenance and operating supplies 41,090 43,658 46,033 ---------- ---------- ----------- Total inventories $ 171,441 $ 185,388 $ 186,082 ========== ========== ===========
6. Cash paid during the period for interest and taxes is as follows (in thousands):
Nine Months Ended September 30 ---------------------- 1994 1993 -------- -------- Interest $ 20,349 $ 28,999 Income taxes 22,538 25,617
7. During the quarter the Registrant sold certain non-strategic assets generating proceeds of $107.4 million and recorded a net gain of approximately $4.9 million. 8. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments (which included only normal recurring adjustments) necessary to present fairly the Registrant's financial position as of the applicable dates and the results of its operations and the changes in its cash flows for the interim periods presented. 8 9 LAFARGE CORPORATION AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The Registrant reported earnings of $72.2 million for the quarter ended September 30, 1994, 33 percent higher than last year's third quarter earnings of $54.3 million. Earnings per common equity share for the period were $1.06 compared with $.90 for the same quarter last year. Higher cement prices in the U.S. and better business conditions in Central and Eastern Canada were the main factors behind the improved earnings. The Registrant's Canadian operations reported net income of $26.7 million, a $3.0 million increase from last year. In the U.S., net income was $45.5 million, $14.9 million better than 1993. The Registrant's net sales increased 3 percent in the third quarter of 1994 to $528.4 million from $510.6 million last year. However, after adjusting for sales lost from the Registrant's divested operations in 1994 and 1993, net sales from continuing operations were approximately 8 percent higher than 1993. These divested operations included the September 9 sale of the Registrant's New Braunfels, Texas cement plant, three cement terminals and an equity interest in an aggregate operation in addition to the late 1993 divestment of aggregate operations located in Southern Ohio and Illinois. The improvement was primarily due to higher cement sales volumes and prices coupled with an increase in ready-mixed concrete sales. Canadian net sales were $239.2 million compared to $229.3 million in the third quarter of 1993. U.S. net sales were $289.2 million, a 3 percent increase from last year. Cement sales volumes from the Registrant's continuing operations reached 4.1 million tons, a 5 percent improvement from the third quarter of 1993. Ready-mixed concrete sales rose 13 percent in the third quarter to 1.7 million cubic meters with the strongest gains centered in Ontario. Aggregate shipments from continuing operations climbed 9 percent to 15.6 million tons. The third quarter's contribution from the Registrant's cement operations was $76.9 million, $12.0 million higher than the third quarter of last year. Cement results were better primarily due to a 6 percent increase in the average net selling price. Net sales from cement operations increased 7 percent. Excluding sales lost from divestments, revenues from continuing operations were up 11 percent in the quarter. In Canada, the contribution from cement operations was $27.5 million, $3.2 million better than last year. Increases in cement shipments and prices in Eastern Canada were partially offset by lower earnings in Western Canada as higher prices and volumes were more than offset by higher gas prices at the Exshaw plant coupled with higher process fuel and maintenance costs at the Richmond plant. Net sales from Canadian operations increased 6 percent. Cement shipments, led by a 16 percent increase in Eastern Canada, were 10 percent higher than the third quarter of 1993. Excluding the exchange rate fluctuation, the average 9 10 net sales price in Canada was 2 percent higher than a year ago. The U.S. contribution from cement operations in the third quarter was $49.4 million. This was $8.8 million better than 1993 mostly due to higher cement prices. Net sales in the U.S. were 7 percent higher than 1993, while cement shipments declined 1 percent. The shipments lost from the sale of the Registrant's New Braunfels, Texas cement plant and three terminals were more than offset by a 7 percent increase in the average net sales price. Earnings from the Registrant's construction materials and waste management operations were $33.0 million, a $1.2 million improvement over the third quarter of last year. Net sales increased 1 percent from 1993; however, after adjusting for sales lost from divestments, revenues were approximately 6 percent higher. Canadian earnings in the quarter were $24.6 million, $0.9 million better than prior year. The higher earnings were due to improvements in Eastern Canada where an increase in construction activity prompted ready-mixed concrete and aggregate shipments to rise 23 percent and 14 percent. Partly offsetting the higher earnings were expenses related to the development of a new financial system. Net sales in Canada were 4 percent higher than 1993. Compared to the third quarter of 1993, ready-mixed concrete and aggregate volumes in Canada were 8 percent and 7 percent higher. Third quarter earnings in the U.S. were $8.4 million. This was $0.3 million higher than the same period a year ago. Earnings improved in the Registrant's Midwestern markets which were hampered in 1993 by adverse weather conditions (flooding). These improvements were offset by declines in the Northern markets and costs associated with the announced cessation of the use of waste fuels at one plant in the Registrant's waste management operations. Net sales were 5 percent less than last year primarily due to divested operations. Ready-mixed concrete shipments in the U.S. were up 25 percent while aggregate shipments from continuing operations climbed 13 percent. Other income, net for the quarter was $3.5 million compared to income of $0.6 million last year. The change resulted mostly from higher divestment gains and income from a year-to-date adjustment to postretirement benefits based on a new actuarial valuation. Divestment proceeds were used to eliminate a significant portion of the Registrant's floating rate debt. Consequently, a portion of the Registrant's fixed interest rate swaps exceeded the floating rate debt resulting in a non-cash, mark-to-market provision of $2.7 million in the quarter. Other income was also negatively impacted by exchange losses in Canada. Income tax expense for the three months ended September 30, 1994 was $23.7 million which was $1.7 million lower than the same period in 1993. The Canadian income taxes decreased $2.5 million. The Canadian effective income tax rates were 44.4 percent in 1994 and 50.2 percent in 1993. Certain elements of the Canadian income tax provision are fixed in amount. The decrease in the effective tax rate in the quarter was caused by a lower percentage of these fixed amounts relative to higher earnings expected for the current year. 10 11 For the nine months ended September 30, 1994, the Registrant reported net income of $48.5 million or $.71 per common equity share. This compares with net income of $3.7 million, or $.06 per common equity share, for the first nine months of 1993. The Registrant's Canadian operations reported net income of $17.2 million, a $1.1 million improvement over 1993. Improved results in Eastern Canada were offset by the absence of divestment gains, an adjustment of deferred income taxes in 1993 due to a change in enacted rates, higher production costs in the Western Cement Region and expenses for development of a new financial system for construction materials. In the U.S., net income was $31.3 million, $43.7 million better than 1993. The improved U.S. performance resulted from an increase in cement shipments and prices, a 25 percent increase in ready-mixed concrete shipments in the Southern and Midwestern construction materials markets and higher divestment gains. In addition, interest expense in the U.S. was $4.7 million lower. For the nine months ended September 30, 1994, the Registrant's net sales were $1,159.6 million, up 6 percent from 1993. Excluding the impact of divestments, net sales increased 9 percent. Higher sales were primarily due to 6 percent and 13 percent increases in cement and ready-mixed concrete shipments and 6 percent higher cement prices. However, partially offsetting these increases was the exchange rate impact resulting from a drop in the value of the Canadian dollar relative to the U.S. dollar. Canadian net sales were $481.7 million, an increase of 3 percent from last year. U.S. net sales rose 8 percent to $677.9 million. Aggregate volumes from continuing operations increased 8 percent. The year-to-date contribution from the Registrant's cement operations was $98.5 million, $40.3 million higher than last year. Net sales through September were $657.3 million, an increase of 10 percent. Canadian operations reported a contribution of $31.7 million, $4.7 million better than last year. Higher sales volumes and prices were partly offset by higher gas prices at the Exshaw plant and higher maintenance costs at the Richmond and St-Constant plants. Canadian net sales and shipments increased 4 percent and 6 percent. Average net sales prices increased approximately 4 percent prior to the exchange rate fluctuation including a 7 percent rise in Eastern Canada. Earnings from U.S. cement operations were $66.8 million, $35.6 million higher than the prior year. The higher earnings were primarily attributable to a 7 percent increase in net sales prices coupled with a 5 percent increase in shipments. Due to the increases in price and volume, net sales from U.S. operations increased 12 percent. Through September, the Registrant's construction materials and waste management operations contributed $18.4 million. This was $8.1 million better than the same period last year. Net sales were 2 percent better than last year. Net sales from continuing operations were 6 percent higher than 1993. Canadian operations contributed $5.5 million, an increase of $1.2 million over 1993. Better results in Eastern Canada due to higher volumes were offset by lower volumes and lower ready-mixed 11 12 concrete prices in the west coupled with expenses for the development of a new financial system. Net sales were 4 percent higher than last year. Compared to the first nine months of 1993, ready-mixed concrete and aggregate volumes in Canada both increased 7 percent. The U.S. operations earned $12.9 million compared to a profit of $6.0 million in 1993. The better results were primarily attributable to the Registrant's Southern and Midwestern U.S. markets where ready-mixed concrete shipments were up 26 percent. Aggregate shipments from continuing operations increased 10 percent. Net sales in the U.S. were 1 percent lower than 1993 mainly due to the impact of divestments. Net interest expense was $6.3 million lower than the nine months ended September 30, 1993 primarily due to a decrease in average debt levels in the U.S. and the impact of higher interest rates on investments. Other expense, net for the first nine months of the year was $3.6 million compared with other income of $5.0 million last year. The change resulted mainly from exchange losses in Canada, the previously noted mark-to-market interest rate swap adjustment, a one-time accounting charge for the adoption of SFAS No. 112, "Employers' Accounting for Postemployment Benefits" and higher pension income in the prior year. Working capital (excluding cash, current portion of long-term debt and the impact of exchange rate changes) decreased $44.3 million from September 30, 1993 to September 30, 1994 mainly due to a $41.0 million increase in accounts payable and accrued liabilities. The increase resulted from the restructuring accrual in the fourth quarter of 1993 and the timing of purchases and payments. Net cash provided by operating activities improved in 1994 primarily as a result of an increase in net income partly offset by higher other non-cash adjustments and an increase in working capital requirements. Cash flows from investing activities were $52.1 million for the first nine months of 1994 compared to $8.9 million in 1993. The Registrant's capital spending and acquisitions in 1994 were $27.2 million more than 1993; however, disposition proceeds totalled $121.7 million in 1994 compared to $52.6 million in 1993. The 1994 proceeds resulted mainly from the sale of the Balcones cement plant and three terminals and an equity interest in one of the Registrant's construction materials operations. Net cash consumed by financing activities in the first nine months of 1994 and 1993 consisted mainly of debt reduction from the use of proceeds received from the divestment of non-strategic assets. Capital investments related to existing operations are not expected to exceed $137 million in 1994. At September 30, 1994, the Registrant had no material capital commitments and had $150 million of committed bank lines of credit of which none had been drawn. 12 13 PART II. OTHER INFORMATION Item 1. Legal Proceedings The retrial of the Lone Star case began on October 24, 1994 (see Registrant's annual report on Form 10-K for the year ended December 31, 1993 and quarterly reports on Form 10-Q for the quarters ended March 31, 1994 and June 30, 1994 for a description of the Lone Star case). A decision is expected by the end of the year. With respect to the Registrant's Alpena, Michigan cement plant's alleged violations of the BIF regulations in connection with its utilization of waste fuels and also its alleged violations of the applicable Michigan solid waste management requirements in connection with its management of cement kiln dust ("CKD") (see the Registrant's annual report on Form 10-K for the year ended December 31, 1993 for a description of these matters), the Registrant and the State of Michigan have agreed to a consent judgment providing for penalties totalling approximately $750,000, a cost reimbursement payment of $50,000 and the Registrant's investment of $650,000 in supplemental environmental projects. The court hearing to finalize this consent judgment has been postponed because a third party has raised certain procedural issues in an ex parte communication to the judge, and the judge has requested that the parties prepare legal briefs regarding these issues. The Registrant expects that the hearing will be held by the end of the year. Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits Page -------- ---- Exhibit 11 - Statement regarding computation of net income per common equity share. Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K ------------------- No reports on Form 8-K were filed by the Registrant during the three-months ended September 30, 1994 13 14 SIGNATURE 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. LAFARGE CORPORATION Date: November 14, 1994 By: JEAN-PIERRE CLOISEAU -------------------- Jean-Pierre Cloiseau Executive Vice President and Chief Financial Officer 14 EX-11 2 COMPUTATION OF NET INCOME PER COMMON EQUITY SHARE 1 LAFARGE CORPORATION AND SUBSIDIARIES EXHIBIT 11 Computation of Net Income per Common Equity Share (Unaudited and in thousands, except per share amounts)
Three Months Ended Nine Months Ended September 30 September 30 ------------------------ ----------------------- 1994 1993 1994 1993 -------- -------- -------- -------- PRIMARY CALCULATION - ------------------- Net income $ 72,189 $ 54,278 $ 48,459 $ 3,671 ======== ======== ======== ======== Weighted average number of common equity shares outstanding 67,868 59,665 67,626 59,523 Net effect of dilutive stock options based on the treasury method 454 322 618 248 -------- -------- -------- -------- Weighted average number of common equity shares and share equivalents outstanding 68,322 59,987 68,244 59,771 -------- -------- -------- -------- Primary net income per common equity share $ 1.06 $ .90 $ .71 $ .06 ======== ======== ======== ======== FULLY DILUTED CALCULATION - ------------------------- Net income $ 72,189 $ 54,278 $ 48,459 $ 3,671 Add interest expenses applicable to 7% Convertible Subordinated Debentures 1,750 1,750 5,250 5,250 -------- -------- -------- -------- Net income assuming full dilution $ 73,939 $ 56,028 $ 53,709 $ 8,921 ======== ======== ======== ======== Weighted average number of common equity shares outstanding 67,868 59,665 67,626 59,523 Add additional shares assuming conversion of 7% Convertible Subordinated Debentures 4,520 4,520 4,520 4,520 Net effect of dilutive stock options based on the treasury stock method 462 525 618 524 -------- -------- -------- -------- Weighted average number of common equity shares assuming full conversion of all potentially dilutive securities 72,850 64,710 72,764 64,567 ======== ======== ======== ======== Fully diluted net income per common equity share $ 1.01 $ .87 $ .74(a) $ .14(a) ======== ======== ======== ========
(a) This calculation is submitted in accordance with Regulation S-K item 601(b)(11) although it is contrary to paragraph 40 of APB Opinion No. 15 because it produces an anti-dilutive result. EX-27 3 FINANCIAL DATA SCHUDULE
5 1,000 U.S. DOLLARS 9-MOS DEC-31-1994 JAN-01-1994 SEP-30-1994 1 157,151 0 364,751 0 171,441 725,598 779,659 0 1,692,909 329,765 313,878 687,858 0 0 147,285 1,692,909 1,159,563 1,159,563 940,882 940,882 3,607 0 26,114 67,275 18,816 48,459 0 0 0 48,459 .71 .71 PP&E, net shown only. Interim financial statements do not require PP&E at cost and accumulated depreciation and depletion.
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