-----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, m74AuHoiDfh3m65tv/uxcWFK+hNTd2VLEOmSJQ3Ego8NeBjEEXrmrWlEjMxQlz7I 2Serl6kWe8CT57BwO4x3pg== 0000950133-95-000272.txt : 19950517 0000950133-95-000272.hdr.sgml : 19950516 ACCESSION NUMBER: 0000950133-95-000272 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950512 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAFARGE CORP CENTRAL INDEX KEY: 0000716783 STANDARD INDUSTRIAL CLASSIFICATION: CEMENT, HYDRAULIC [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: 95537259 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 MARCH 31, 1995 ------------------------------------------------ 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 April 30, 1995 --------------------------------- ----------------- Common Stock of Lafarge Corporation ($1 par value) 59,931,726 Exchangeable Preference Shares of Lafarge Canada Inc. (no par value) 8,478,155 ----------- Total Common Equity Interests 68,409,881 ===========
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 MARCH 31, 1995 INDEX
Page ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements a) Condensed Consolidated Statements of Income (Loss) - Three-Month and Twelve-Month Periods Ended March 31, 1995 and 1994 3 b) Condensed Consolidated Balance Sheets - March 31, 1995, March 31, 1994, and December 31, 1994 4 c) Condensed Consolidated Statements of Cash Flows - Three-Month and Twelve-Month Periods Ended March 31, 1995 and 1994 5 d) Condensed Consolidated Geographic Information - Three-Month and Twelve-Month Periods Ended March 31, 1995 and 1994 6 e) Notes to Condensed Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. OTHER INFORMATION Item 1. Legal Proceedings 12 Item 4. Submission of Matters to a Vote of Security Holders 12 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 (Loss) (Unaudited and in thousands, except per share amounts)
Three Months Twelve Months Ended March 31 Ended March 31 ----------------------------- ------------------------------ 1995 1994 1995 1994 ---------- ---------- ---------- ---------- NET SALES $ 196,789 $ 207,772 $1,552,267 $1,510,440 ---------- ---------- ---------- ---------- COST AND EXPENSES Cost of goods sold 212,703 231,021 1,236,328 1,239,679 Selling and administrative 35,480 39,069 159,782 160,634 Interest expense, net 3,032 8,067 23,745 40,260 Other expense (income), net (4,580) 3,456 (4,670) 6,033 Restructuring - - - 21,600 ---------- ---------- ---------- ---------- Total costs and expenses 246,635 281,613 1,415,185 1,468,206 ---------- ---------- ---------- ---------- Pre-tax income (loss) (49,846) (73,841) 137,082 42,234 Income tax benefit (expense) 7,793 11,982 (36,640) (25,347) ---------- ---------- ---------- ---------- NET INCOME (LOSS) $ (42,053) $ (61,859) $ 100,442 $ 16,887 ========== ========== ========== ========== NET INCOME (LOSS) PER COMMON EQUITY SHARE-PRIMARY AND ASSUMING FULL DILUTION $ (.62) $ (.92) $ 1.47 $ .26 ========== ========== ========== ========== DIVIDENDS PER COMMON EQUITY SHARE $ .075 $ .075 $ .300 $ .300 ========== ========== ========== ========== Average number of common equity shares outstanding 68,251 67,346 68,379 63,730 ========== ========== ========== ==========
See Notes to Condensed Consolidated Financial Statements. 3 4 LAFARGE CORPORATION AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited and in thousands)
March 31 March 31 December 31 1995 1994 1994 ------------ ------------ ----------- ASSETS Cash and cash equivalents $ 160,766 $ 107,978 $ 193,057 Short-term investments 54,248 - 50,500 Receivables, net 174,619 185,887 257,093 Inventories 191,467 203,261 175,433 Other current assets 30,393 39,178 31,052 ----------- ----------- ----------- Total current assets 611,493 536,304 707,135 Property, plant and equipment, net 752,754 854,957 751,880 Excess of cost over net assets of businesses acquired, net 21,205 38,553 21,926 Other assets 173,843 163,079 170,490 ----------- ----------- ----------- TOTAL ASSETS $1,559,295 $1,592,893 $1,651,431 =========== =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable and accrued liabilities $ 217,967 $ 215,173 $ 247,378 Income taxes payable 26,441 14,347 39,614 Current portion of long-term debt 16,729 19,140 17,813 ----------- ----------- ----------- Total current liabilities 261,137 248,660 304,805 Long-term debt 285,392 398,916 290,668 Deferred income tax 69,218 97,735 68,326 Other postretirement benefits 121,448 121,361 120,591 Other long-term liabilities 23,346 16,285 25,587 ----------- ----------- ----------- Total liabilities 760,541 882,957 809,977 ----------- ----------- ----------- Common equity interests Common shares 59,902 58,642 59,694 Exchangeable shares 57,780 60,805 57,805 Additional paid-in-capital 579,026 560,863 576,054 Retained earnings 177,713 97,758 224,908 Foreign currency translation adjustments (75,667) (68,132) (77,007) ----------- ----------- ----------- Total shareholders' equity 798,754 709,936 841,454 ----------- ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,559,295 $1,592,893 $1,651,431 =========== =========== ===========
See Notes to Condensed Consolidated Financial Statements. 4 5 LAFARGE CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited and in thousands)
Three Months Twelve Months Ended March 31 Ended March 31 ----------------------------- ----------------------------- 1995 1994 1995 1994 ---------- ---------- ---------- ---------- CASH FLOWS FROM OPERATIONS Net income (loss) $ (42,053) $ (61,859) $ 100,442 $ 16,887 Adjustments to reconcile net income (loss) to net cash provided by operations: Depreciation, depletion and amortization 23,071 27,945 98,712 113,497 Provision for doubtful accounts 609 906 5,644 5,385 Gain on sale of assets (9,525) (2,455) (24,867) (9,070) Other postretirement benefits 822 1,293 3,020 4,628 Restructuring (1,670) (2,557) (12,709) 19,043 Other non-cash charges and credits, net (2,008) (537) (28,872) (8,479) Changes in working capital 22,023 16,486 18,650 3,172 ---------- ---------- ---------- ---------- Net cash provided (consumed) by operations: (8,731) (20,778) 160,020 145,063 ---------- ---------- ---------- ---------- CASH FLOWS INVESTED Capital expenditures (27,619) (18,934) (104,100) (63,217) Acquisitions (972) (361) (5,350) (14,973) Short-term investments (3,748) - (54,248) - Proceeds from property, plant & equipment dispositions 17,547 5,137 170,355 28,841 Other (709) 1,537 9,154 (984) ---------- ---------- ---------- ---------- Net cash returned (invested) (15,501) (12,621) 15,811 (50,333) ---------- ---------- ---------- ---------- CASH FLOWS FROM FINANCING Net increase (decrease) in long-term borrowings (6,363) 30,566 (115,912) (176,597) Issuance of equity securities 37 9,244 4,590 133,276 Dividends, net of reinvestments (2,024) (3,437) (8,679) (13,640) ---------- ---------- ---------- ---------- Net cash provided (consumed) by financing (8,350) 36,373 (120,001) (56,961) ---------- ---------- ---------- ---------- Effect of exchange rate changes 291 (4,290) (3,042) (10,152) ---------- ---------- ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (32,291) (1,316) 52,788 27,617 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 193,057 109,294 107,978 80,361 ---------- ---------- ---------- ---------- CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD $ 160,766 $ 107,978 $ 160,766 $ 107,978 ========== ========== ========== ==========
See Notes to Condensed Consolidated Financial Statements. 5 6 LAFARGE CORPORATION AND SUBSIDIARIES Condensed Consolidated Geographic Information (Unaudited and in thousands)
Three Months Twelve Months Ended March 31 Ended March 31 ------------------------------ ------------------------------- 1995 1994 1995 1994 ---------- ---------- ---------- ---------- NET SALES Canada $ 83,169 $ 77,683 $ 672,230 $ 644,153 United States 113,620 130,089 880,037 866,287 ---------- ---------- ---------- ---------- TOTAL NET SALES $ 196,789 $ 207,772 $1,552,267 $1,510,440 ========== ========== ========== ========== INCOME (LOSS) FROM OPERATIONS Canada $ (25,895) $ (33,331) $ 57,291 $ 39,554 United States (20,919) (32,443) 103,536 42,940 ---------- ---------- ---------- ---------- TOTAL INCOME (LOSS) FROM OPERATIONS (46,814) (65,774) 160,827 82,494 Interest expense, net (3,032) (8,067) (23,745) (40,260) ---------- ---------- ---------- ---------- PRE-TAX INCOME (LOSS) $ (49,846) $ (73,841) $ 137,082 $ 42,234 ========== ========== ========== ==========
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, is 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 1994 Annual Report on Form 10-K. 3. 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. 4. 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 March 31, 1995 and 1994, and at December 31, 1994, inventories consisted of the following (in thousands):
March 31 March 31 December 31 1995 1994 1994 ------------ ------------ ----------- Finished products $ 87,559 $ 93,934 $ 82,324 Work in process 23,688 29,406 8,427 Raw materials and fuel 41,320 36,336 45,291 Maintenance and operating supplies 38,900 43,585 39,391 ---------- ---------- ---------- Total inventories $ 191,467 $ 203,261 $ 175,433 ========== ========== ==========
7 8 5. Cash paid (received) during the period for interest and taxes is as follows (in thousands):
Three Months Twelve Months Ended March 31 Ended March 31 ---------------------------- ---------------------------- 1995 1994 1995 1994 -------- -------- -------- -------- Interest, net $ (1,607) $ 3,830 $ 23,799 $ 41,782 Income taxes (net of refunds) 3,646 2,335 44,100 26,180
6. 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 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 Historically, the Registrant's first quarter sales and operating results are negatively impacted by weather conditions that reduce construction activity, particularly in northern markets. In addition, a substantial portion of the year's major maintenance projects are performed during this period of low plant utilization with the associated costs being charged to expense as incurred. The seasonal pattern was again evident during the three-months ended March 31, 1995 when the Registrant incurred a net loss of $42.1 million, or $0.62 per common equity share. This compares with a net loss of $61.9, or $0.92 per common equity share, for the first quarter of 1994. Higher cement shipments, an increase in cement prices (primarily in the U.S.), higher divestment gains and lower interest expense were the main factors behind the improved results. The Registrant's Canadian operations reported a net loss of $14.1 million, an improvement of $3.1 million over 1994. The U.S. net loss was $28.0 million, $16.7 million better than 1994. The Registrant's net sales for the three-months ended March 31, 1995 were $196.8 million as compared to $207.8 million in 1994, a decrease of 5 percent. However, after adjusting for the absence of sales from the Registrant's 1994 divestments in the U.S., net sales from continuing operations were up 17 percent. The improvement was primarily due to higher cement sales volumes resulting from favorable weather conditions and a 5 percent increase in cement sales prices in the U.S., where three-quarters of the Registrant's cement is sold. Canadian net sales were $83.2 million, an increase of 7 percent from last year. U.S. net sales decreased 13 percent to $113.6 million due to the 1994 divestments. After adjusting for the impact of divestments, cement sales volumes and aggregate shipments were 14 percent and 16 percent higher respectively, while ready-mixed concrete shipments declined 2 percent. The first quarter loss from the Registrant's cement operations was $22.0 million, $8.0 million better than last year. Results were better due to higher sales volumes and prices somewhat offset by higher plant costs. Net sales increased 9 percent, whereas net sales from continuing operations were up 22 percent. In Canada, the loss was $5.5 million. This was $3.7 million better than last year. Net sales and cement shipments were approximately 10 percent higher in Canada reflecting the ongoing recovery of construction activity in Ontario. Excluding the exchange rate fluctuation, the average net sales price in Canada was 1 percent higher than a year ago. Plants costs were higher than 1994 due to accelerated repair costs, start-up of second kilns at the Woodstock and Brookfield plants and the production of specialty cement for the fixed link 9 10 bridge project. These higher costs were partially offset by lower gas costs at the Exshaw plant. The U.S. loss in the first quarter was $16.5 million. This was $4.3 million better than 1994 due to higher sales volumes from continuing operations and an increase in average net sales prices partially offset by higher plant costs. Plant costs were higher mainly because of higher purchased material costs at Alpena for the new raw materials project, higher fuel and maintenance costs at Fredonia and more extensive refractory replacement at Davenport. Aided by a 5 percent increase in the average net sales price per ton, net sales were 9 percent higher than 1994 whereas, after adjusting for the impact of divestments, net sales and cement shipments from continuing operations were 28 percent and 16 percent higher, respectively. The Registrant's construction materials and waste management operations lost $22.9 million through March, $3.6 million better than 1994. Net sales declined 22 percent from 1994; however, after adjusting for the absence of sales from 1994 divestments in the U.S., revenues were 5 percent higher. The Canadian loss was $17.6 million, $3.6 million better than last year. Ready-mixed concrete margins improved in British Columbia despite lower volumes and concrete product margins in eastern Canada were up due to higher pressure pipe and concrete pipe sales. Net sales were 5 percent higher than 1994. Ready-mixed concrete volumes were 5 percent lower but aggregate volumes were 9 percent higher. In the U.S., the loss through March was $5.3 million, the same as last year. Due to divestments, net sales declined 47 percent; however, after adjusting for 1994 divestments, net sales climbed 3 percent. Ready-mixed concrete and aggregate shipments from continuing operations increased 2 percent and 30 percent, respectively. Through March, selling and administrative expenses were $3.6 million lower than the same period last year. The reduction resulted primarily from divestments and staff reductions related to restructuring. Interest expense, net in the first quarter was $5.0 million lower than 1994 due to lower average net indebtedness levels and the impact of higher interest rates on investments. Other income, net for the quarter was $4.6 million as compared with net expense of $3.5 million in 1994. The improvement resulted mostly from gains on the sale of non strategic assets. For each of the three-month periods ended March 31, 1995 and 1994 the Registrant recorded an income tax benefit as a result of the seasonal loss from its Canadian operations. No tax benefit was recorded for the U.S. loss. The Canadian effective income tax rate was 40.6 percent for the first quarter of 1995 compared with 43.3 percent for the same period last year. Certain elements of the Canadian income tax provision are fixed in amount. The decrease in the effective rate was caused by a lower percentage of these fixed amounts relative to the estimated operating results for the year. 10 11 The Registrant's net income for the twelve-month period ended March 31, 1995 was $100.4 million compared to $16.9 for the same period ended March 31, 1994. Net sales increased from $1,510.4 million to $1,552.3 million. Canadian net sales increased 4 percent while U.S. sales were 2 percent higher. The sales lost from 1994 divestments were more than offset by an increase in cement net sales prices, cement shipments and ready-mixed concrete shipments. Interest expense, net declined by $16.5 million due to lower average net indebtedness levels, higher interest rates on investments and currency exchange gains on U.S. dollar denominated investments in Canada. Other income, net was $4.7 million as compared to expense of $6.0 million. The improvement resulted primarily from gains on the sale of non strategic assets partly offset by interest rate swap expenses. Earnings also improved from the absence of a one-time pre-tax restructuring charge of $21.6 million. Net cash consumed from operating activities was lower during the first quarter of 1995 compared with the first three months of 1994 primarily as a result of a lower net loss. First quarter net investment cash flows were comparable to last year with higher 1995 spending offset by increased divestments. The 1995 divestment proceeds resulted mainly from the sale of the Registrant's interest in a Texas aggregate operation. Due to substantial cash levels during 1995, the Registrant has not incurred seasonal short-term borrowings as in prior years. This accounted for the significant first quarter change in financing cash flows from 1995 and 1994. The equity issuances during 1994 were primarily attributable to stock option exercises. For the twelve-month period ended March 31, 1995, net cash provided from operating activities improved over the same period in 1994 primarily as a result of higher net income and a larger decrease in working capital partially offset by other noncash adjustments to net income. Cash flows returned and invested for the twelve-month periods ended March 31, 1995 and 1994 were $15.8 million and $50.3 million, respectively. The Registrant's capital spending and acquisitions in 1995 were $31.3 million higher than 1994. Proceeds from property, plant and equipment dispositions were $141.5 million higher due to the divestment of various non strategic assets. Net cash consumed by financing activities for the twelve-month periods in 1995 and 1994 consisted mainly of debt reduction. The reduction of debt in 1995 resulted mostly from proceeds received upon the divestment of non strategic assets, whereas the 1994 reduction was from net proceeds received from the sale of common shares in October 1993. Capital investments are not expected to exceed $200.0 million in 1995. At March 31, 1995, the Registrant had no material capital commitments and had $150.0 million of committed bank lines of credit of which none had been drawn. 11 12 PART II. OTHER INFORMATION Item 1. Legal Proceedings On May 3, 1995, Lone Star Industries, Inc. filed its Notice of Appeal in the United States District Court for the district of Maryland, stating that it was appealing to the U.S. Court of Appeals for the Fourth Circuit the partial judgment entered in the Lone Star case on December 20, 1994 in which it was awarded $8.4 million as damages for breach of express warranty and $.9 million for prejudgment interest and from so much of the district court's final judgment of April 3, 1995 as denied Lone Star's motion for a new trial as to damages and its claim made pursuant to Chapter 93A of the Massachusetts Unfair Trade Practices statute. The Registrant anticipates filing a cross appeal in this action seeking, among other things, to apply the defense of statute of limitations to Lone Star's damage award. With respect to alleged excess opacity emissions at the Registrant's Joppa, Illinois plant, the Registrant believes that it has reached a settlement with the Illinois EPA which will involve the Registrant's payment of a penalty in the amount of $100,000. This resolution is in the process of being documented in a formal agreement. Item 4. Submission of Matters to a Vote of Security Holders The annual meeting of shareholders of the Registrant was held on May 2, 1995. A total of 68,374,670 shares were entitled to be voted. At the meeting, shareholders elected the 17 nominees for the Board of Directors identified below:
Director Elected Votes For Votes Withheld - ---------------- --------- -------------- Thomas A. Buell 53,783,419 25,032 Marshall A. Cohen 53,781,345 27,106 Bertrand P. Collomb 53,753,614 54,837 Bernard L. Kasriel 53,750,719 57,732 Jacques Lefevre 53,752,051 56,400 Paul W. MacAvoy 53,783,819 24,632 Claudine B. Malone 53,779,919 28,532 Alonzo L. McDonald 53,779,704 28,747 David E. Mitchell 53,779,893 28,558 Robert W. Murdoch 53,753,158 55,293 Bertin F. Nadeau 53,779,814 28,637 John M. Piecuch 53,753,199 55,252 John D. Redfern 53,757,475 50,976 Joe M. Rodgers 53,783,184 25,267 Michel Rose 53,753,331 55,120 Ronald D. Southern 53,781,919 26,532 Edward H. Tuck 53,777,109 31,342
12 13 The shareholders approved certain amendments to the Registrant's 1993 Stock Option Plan including provisions for the automatic grant of options to nonemployee directors.
Votes For Votes Against Abstentions Broker Non-Votes - --------- ------------- ----------- ---------------- 52,540,876 1,141,657 125,918 -0-
The shareholders ratified the appointment of Arthur Andersen LLP as auditors to audit the financial statements of the Registrant for the year ending December 31, 1995, with voting as follows:
Votes For Votes Against Abstentions Broker Non-Votes - --------- ------------- ----------- ---------------- 53,783,649 14,396 10,406 -0-
Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Page Exhibit 11 - Statement regarding computation of net income (loss) per common equity share. 15 (b) Reports on Form 8-K No reports on Form 8-K were filed by the Registrant during the three-months ended March 31, 1995. 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: May 12, 1995 By: JEAN-PIERRE CLOISEAU ------------ -------------------- Jean-Pierre Cloiseau Executive Vice President and Chief Financial Officer 14 EX-11 2 COMPUTATION OF NET INCOME (LOSS) PER COMMON EQUITY 1 LAFARGE CORPORATION AND SUBSIDIARIES EXHIBIT 11 Computation of Net Income (Loss) per Common Equity Share (Unaudited and in thousands, except per share amounts)
Three Months Twelve Months Ended March 31 Ended March 31 -------------------------------- ------------------------------- 1995 1994 1995 1994 ---------- ---------- ---------- ---------- PRIMARY CALCULATION - ------------------- Net income (loss) $ (42,053) $ (61,859) $ 100,442 $ 16,887 ========= ========= ========= ========= Weighted average number of common equity shares outstanding 68,251 67,346 67,959 63,055 Net effect of dilutive stock options based on the treasury method - - 420 675 --------- --------- --------- --------- Weighted average number of common equity shares and share equivalents outstanding 68,251 67,346 68,379 63,730 ========= ========= ========= ========= Primary net income (loss) per common equity share $ (.62) $ (.92) $ 1.47 $ .26 ========= ========= ========= ========= FULLY DILUTED CALCULATION - ------------------------- Net income (loss) $ (42,053) $ (61,859) $ 100,442 $ 16,887 Add interest expenses applicable to 7% Convertible Subordinated Debentures 1,750 1,750 7,000 7,000 --------- --------- --------- --------- Net income (loss) assuming full dilution $ (40,303) $ (60,109) $ 107,442 $ 23,887 ========= ========= ========= ========= Weighted average number of common equity shares outstanding 68,251 67,346 67,959 63,055 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 438 774 437 675 --------- --------- --------- --------- Weighted average number of common equity shares assuming full conversion of all potentially dilutive securities 73,209 72,640 72,916 68,250 ========= ========= ========= ========= Fully diluted net income (loss) per common equity share $ (.55)(a) $ (.83)(a) $ 1.47 $ .35(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. 15 EX-27 3 FINANCIAL DATA SCHEDULE
5 Lafarge Corporation and Subsidiaries Article 5 of Regulation S-X ART. 5 FDC FOR 1ST QUARTER 10-Q 1,000 3-MOS DEC-31-1995 JAN-01-1995 MAR-31-1995 160,766 54,248 174,619 0 191,467 611,493 752,754 0 1,559,295 261,137 285,392 696,708 0 0 102,046 1,559,295 196,789 196,789 212,703 212,703 (4,580) 0 3,032 (49,846) (7,793) (42,053) 0 0 0 (42,053) (.62) (.62) PP&E, net shown only. Interim financial statements do not require PP&E at cost and accumulated depreciation and depletion.
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