-----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, O1rTPFh9+H0Mcgedd46TalyZm2zB7eNxApOLhwodo2DRrRGg2u8leJKj/cOyMIR1 N3HUmH6JAmJmmVnXlBxWxw== 0000950117-96-001395.txt : 19961115 0000950117-96-001395.hdr.sgml : 19961115 ACCESSION NUMBER: 0000950117-96-001395 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961113 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BRANDS CORP CENTRAL INDEX KEY: 0000797320 STANDARD INDUSTRIAL CLASSIFICATION: UNSUPPORTED PLASTICS FILM & SHEET [3081] IRS NUMBER: 061171404 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10395 FILM NUMBER: 96660777 BUSINESS ADDRESS: STREET 1: 83 WOOSTER HEIGHTS RD BLDG 301 STREET 2: PO BOX 1911 CITY: DANBURY STATE: CT ZIP: 06813-1911 BUSINESS PHONE: 2037312300 MAIL ADDRESS: STREET 1: P.O. BOX 1911 CITY: DANBURY STATE: CT ZIP: 06813-1911 10-Q 1 FIRST BRANDS CORP. 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED SEPTEMBER 30, 1996 COMMISSION FILE NUMBER 1-10395 FIRST BRANDS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 06-1171404 - ---------------------- --------------------- State of Incorporation (IRS Employer Identification No.) 83 Wooster Heights Rd., Building 301 P.O. Box 1911 Danbury, Connecticut 06813-1911 --------------------------------------- ----------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 203-731-2300 ------------ 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. CLASS Outstanding at November 1, 1996 --------------------------- ------------------------------- Common Stock, $.01 par value 40,881,786 shares FIRST BRANDS CORPORATION INDEX TO FORM 10-Q PAGE ---- PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Condensed Statements of Income - For the Three Month Periods Ended September 30, 1996 and 1995...................................... 3 Consolidated Condensed Balance Sheets - September 30, 1996 and June 30, 1996................................... 4 Consolidated Condensed Statement of Stockholders' Equity - For the Three Month Period Ended September 30, 1996............................................... 5 Consolidated Condensed Statements of Cash Flows - For the Three Month Periods Ended September 30, 1996 and 1995...................................... 6 Notes to Consolidated Condensed Financial Statements............................................................. 7-9 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition....................... 10-11 Independent Auditors' Review Report..................................... 12 PART II - OTHER INFORMATION Item 1. Legal Proceedings............................................... 13 Items 2 - 6............................................................. 13 SIGNATURE............................................................... 14 -2- FIRST BRANDS CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
THREE MONTHS THREE MONTHS ENDED ENDED SEPTEMBER 30, SEPTEMBER 30, 1996 1995 ------------ ------------ (in thousands - except per share amounts) Net sales........................................ $ 255,597 $ 250,789 Cost of goods sold............................... 167,408 166,227 Selling, general and administrative expenses........................ 50,219 48,455 Amortization and other depreciation.............. 3,254 4,198 Interest expense and amortization of debt discount and expense........................... 4,249 4,314 Discount on sale of receivables.................. 1,020 1,037 Other income (expense), net...................... 585 178 -------- -------- Income before provision for income taxes 30,032 26,736 Provision for income taxes....................... 12,025 11,203 ---------- --------- Net income....................................... $ 18,007 $ 15,533 ========== ========= Net income per common share and common equivalent share (Note 6)....................... $ 0.43 $ 0.37 ======= ======= Weighted average common and common equivalent shares outstanding (Note 6) 42,253 42,438 ======== =========
SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS. -3- FIRST BRANDS CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS
SEPTEMBER 30, JUNE 30, (dollars in thousands, except share amounts) 1996 1996 ------------------- -------- (UNAUDITED) ASSETS: Cash and cash equivalents........................... $ 9,812 $ 8,326 Accounts and notes receivable - net................. 105,813 125,126 Inventories......................................... 149,404 146,002 Deferred tax assets................................. 20,359 20,155 Prepaid expenses.................................... 2,973 4,662 ---------- --------- Total current assets.............................. 288,361 304,271 Property, plant and equipment (net of accumulated depreciation of $118,882 and $111,401) 317,563 319,677 Patents, trademarks, proprietary technology and other intangibles (net of accumulated amortization of $183,888 and $181,929) 202,617 204,422 Deferred charges and other assets (net of accumulated amortization of $51,342 and $50,965) 35,142 32,510 ---------- ---------- Total assets.............................. $ 843,683 $ 860,880 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY: Liabilities Notes payable....................................... $ 7,547 $ 4,013 Current maturities of long-term debt................ 62 116 Accrued income and other taxes...................... 17,505 3,474 Accounts payable.................................... 36,252 61,168 Accrued liabilities................................. 82,724 110,522 ---------- ---------- Total current liabilities...................... 144,090 179,293 Long-term debt...................................... 218,946 199,355 Deferred taxes payable.............................. 68,104 66,300 Deferred gain on sale of assets..................... 830 1,057 Other long-term obligations......................... 16,835 16,050 Stockholders' Equity Preferred stock, $1 par value, 10,000,000 shares authorized; none issued.................... - - Common stock, $0.01 par value, 50,000,000 shares authorized; issued 43,210,586 shares at September 30, 1996 and 43,140,586 shares at June 30, 1996 (Note 6) 432 431 Capital in excess of par value...................... 127,388 126,432 Cumulative foreign currency translation adjustment (9,738) (9,321) Common stock in treasury, at cost; 2,362,800 shares at September 30, 1996 and 1,490,000 at June 30, 1996 (72,504) (52,563) Retained earnings................................... 349,300 333,846 --------- -------- Total stockholders' equity..................... 394,878 398,825 --------- -------- Total liabilities and stockholders' equity $ 843,683 $ 860,880 ========= =========
SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS. -4- FIRST BRANDS CORPORATION CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 1996 (UNAUDITED)
Cumulative Capital Foreign Common in Excess Currency Stock of Par Translation Treasury Retained (in thousands) Par Value Value Adjustment Stock Earnings Total --------- --------- ----------- --------- -------- ----- Balance as of June 30, 1996 ......... $ 431 $ 126,432 $ (9,321) $ (52,563) $ 333,846 $ 398,825 Exercise of Stock Options.......... 1 956 - - - 957 Cash Dividends.......... - - - - (2,553) (2,553) Purchase of Treasury Stock......... - - - (19,941) - (19,941) Net Income.............. - - - - 18,007 18,007 Foreign Currency Translation Adjustment - - (417) - - (417) ---- ------ -------- ------- ------ ---------- Balance as of September 30, 1996..... $ 432 $ 127,388 $ (9,738) $ (72,504) $ 349,300 $ 394,878 ===== ========= ========= ========= ========= =========
SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS. -5- FIRST BRANDS CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS THREE MONTHS ENDED ENDED SEPTEMBER 30, SEPTEMBER 30, (in thousands) 1996 1995 -------------------- ------------- Cash flows from operating activities: Net income........................................ $ 18,007 $ 15,533 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization................... 10,254 8,824 Deferred income taxes........................... 1,637 4,745 Change in certain non-cash current assets and liabilities, net of effect of businesses sold and acquired: Decrease in accounts receivable 19,634 24,208 (Increase) decrease in inventories .......... (3,402) 2,677 Decrease in prepaid expenses................. 1,689 461 Increase in accrued income and other taxes... 14,031 263 (Decrease) in accounts payable............... (24,916) (30,507) (Decrease) in accrued liabilities............ (27,798) (37,111) Other changes..................................... (1,525) (879) --------- ---------- Total adjustments............................. (10,396) (27,319) --------- ---------- Net cash provided by (used for) operating activities 7,611 (11,786) --------- ---------- Cash flows from investing activities: Capital expenditures............................. (5,751) (7,890) Acquisition of leased assets..................... - (9,797) Purchase and installation of software............ (1,908) - ---------- ---------- Net cash (used for) investing activities (7,659) (17,687) ---------- ---------- Cash flows from financing activities: Increase in revolving credit borrowings, net 20,000 30,000 Increase in other borrowings, net............... 3,071 8,319 Proceeds from exercise of stock options 957 1,041 Purchase of common stock for treasury (19,941) (3,501) Dividends paid.................................. (2,553) (2,089) --------- --------- Net cash provided by financing activities 1,534 33,770 --------- --------- Net increase in cash and cash equivalents.......... 1,486 4,297 Cash and cash equivalents at beginning of period... 8,326 5,225 --------- --------- Cash and cash equivalents at end of period......... $ 9,812 $ 9,522 ========= =========
SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS. -6- FIRST BRANDS CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION In the opinion of management, the accompanying unaudited consolidated condensed financial statements include all adjustments (all of which were of a normal recurring nature) necessary to fairly present the results of operations for the interim periods. Certain prior year amounts have been reclassified to conform with the current year's presentation. All material intercompany transactions and balances have been eliminated. The results of operations for the three month period ended September 30, 1996 and 1995 are not necessarily indicative of the results for a full year. First Brands Corporation ("First Brands" or the "Company") is engaged in the development, manufacture, marketing and sales of consumer products under branded and private labels. Principal branded products include: GLAD and GLAD-LOCK (plastic wrap and bags); STP (oil and fuel additives and other specialty automotive products); SIMONIZ (car waxes and polishes); SCOOP AWAY, EVER CLEAN and JONNY CAT (cat litters) and STARTERLOGG (fire starters) and HEARTHSIDE (fire logs). INVENTORIES Inventories were comprised of:
September 30, June 30, 1996 1996 ------------ -------- (in thousands) Raw materials................................... $ 28,948 $ 28,549 Work-in-process................................. 3,632 4,809 Finished goods.................................. 116,824 112,644 --------- --------- Total....................................... $ 149,404 $ 146,002 ========= =========
2. LONG-TERM DEBT First Brands had long-term debt outstanding as of September 30, 1996 and June 30, 1996 as follows:
September 30, June 30, 1996 1996 ----------- ------- (in thousands) Senior Debt: $300,000,000 Revolving Credit Facility, 5 year term expiring December 1999, interest at prime rate, LIBOR plus .30% or CD rate plus .425%; facility fee of .20%................................... $ 115,000 $ 95,000 Other........................................... 4,008 4,471 ---------- ---------- 119,008 99,471 Less: current maturities........................ (62) (116) ---------- ---------- Senior Debt................................. 118,946 99,355 ---------- ---------- Subordinated Debt: 9 1/8% Senior Subordinated Notes Due 1999....... 100,000 100,000 --------- --------- Total Long-term debt.................... $ 218,946 $ 199,355 ========= =========
-7- The Company's revolving credit facility has no compensating balance requirements, however, it does contain certain restrictive covenants pertaining to the ratio of subordinated debt to equity, dividend payments and capital stock repurchases. The 9 1/8% Senior Subordinated Notes Indenture has restrictive covenants or limitations on the payment of dividends, the distribution of capital stock or the redemption of capital stock, as well as limitations on Company and subsidiary debt and limitations on the sale of assets. First Brands was in compliance with all the covenants of all debt agreements at September 30,1996. 3. ACCOUNTS RECEIVABLE Since May, 1992, the Company has been a party to an agreement to sell up to $100,000,000 in fractional ownership interest, without recourse, in a defined pool of eligible trade accounts receivable. Under the current terms of this agreement, the facility automatically renews each year. The fractional interest sold as of September 30, 1996 totaled $70,000,000. The amounts sold are reflected as a reduction in accounts receivable on the accompanying balance sheets and costs associated with this program are recorded on the Consolidated Condensed Statements of Income as discount on sale of receivables. 4. NOTES PAYABLE Notes payable at September 30, 1996 of $7,547,000 consisted of $4,000,000 of a $15,000,000 unsecured domestic line of credit and $3,547,000 of the Company's international subsidiaries' working capital borrowings with local lenders. The Company's international working capital credit facilities aggregated $23,370,000, of which $19,823,000 was available at September 30, 1996. The international facilities are generally secured by the assets of the respective subsidiaries, with approximately $1,474,000 of the availability at one subsidiary being guaranteed by First Brands Corporation (U.S.). 5. TAXES The provision for income tax expense for the three months ended September 30, 1996 and 1995 consists of the following:
Three Months Ended September 30, ---------------- 1996 1995 ---- ---- (in thousands) Current: Federal...................... $ 7,904 $ 4,752 State........................ 1,777 1,014 Foreign...................... 707 692 ----- ------ Total current............ 10,388 6,458 Deferred: Federal...................... 1,398 3,915 State........................ 310 868 Foreign...................... (71) (38) ------ ------ Total deferred........... 1,637 4,745 ------ ------ Total provision...... $ 12,025 $11,203 ====== ======
-8- 6. EARNINGS PER SHARE, STOCK SPLIT AND DIVIDENDS On February 5, 1996, a two-for-one stock split of the Company's common stock was effected in the form of a 100 percent stock dividend. Accordingly, all historical weighted average share and per share amounts have been restated to reflect the stock split. Net income per share has been computed using the weighted average number of common shares and common share equivalents outstanding for the periods. The Company has paid its shareholders quarterly cash dividends of $0.0625 and $0.05 cents per share for the first quarter of fiscal 1997 and 1996, respectively . 7. ACCOUNTING PRONOUNCEMENT Effective July 1, 1996, the Company adopted Statement of Financial Accounting Standards ('SFAS') No. 121, 'Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of'. SFAS No. 121 requires that long- lived assets and certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may be recoverable. The Company tested for potential impairment on a business unit basis by analyzing current and forecasted cash flows. Based on this analysis, the Company determined that no adjustment to long-lived assets is necessary. -9- FIRST BRANDS CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following discussion and analysis of the consolidated results of operations for the three month periods ended September 30, 1996 and 1995 should be read in conjunction with the accompanying unaudited Consolidated Condensed Financial Statements and related Notes. The Company is primarily engaged in the development, manufacture, marketing and sale of branded and private label consumer products for the home and automotive markets. The Company's products which include "GLAD", "GLAD-LOCK", "STP", "SIMONIZ", "SCOOP AWAY", "EVER CLEAN", "JONNY CAT", "STARTERLOGG" and "HEARTHSIDE" can be found in large mass merchandise stores, chain supermarkets and other retail outlets. The Company believes that the significant market positions occupied by its products are attributable to brand name recognition, comprehensive product offerings, continued product innovation, strong emphasis on vendor support and aggressive advertising and promotion. RESULTS OF OPERATIONS The following table sets forth the percentages of net sales of the Company represented by the components of income and expense for the three month periods ended September 30, 1996 and 1995:
Three Months Ended September 30, -------------- 1996 1995 ---- ---- Net sales.................................. 100.0% 100.0% Cost of goods sold......................... 65.5 66.3 ------ ----- Gross profit............................... 34.5 33.7 Selling, general, and administrative expenses.................. 19.6 19.3 Amortization and other depreciation........ 1.3 1.7 Interest expense and amortization of debt discount and expense..................... 1.7 1.7 Discount on sale of receivables............ 0.4 0.4 Other income (expense), net................ 0.2 0.1 ----- ---- Income before provision for income taxes... 11.7 10.7 Provision for income taxes.................. 4.7 4.5 ----- ---- Net income.................................. 7.0% 6.2% ==== ====
-10- QUARTER ENDED SEPTEMBER, 30 1996 COMPARED TO THE QUARTER ENDED SEPTEMBER 30, 1995 Sales for the three month period ended September 30, 1996 were $255,597,000, 2% ahead of last year's $250,789,000. Plastic wrap and bag sales for the quarter were even with the prior year, reflecting solid domestic GLAD volume sales which were offset by product mix and unfavorable exchange rates, particularly in South Africa. Excluding sales from the Company's discontinued contract packaging business, automotive sales for the quarter were even with the prior year's level. Pet product sales grew 3% over the prior year due to continued market share growth and new product introductions. The Company's new firelog and wood fire starter business contributed $5,665,000 in sales for the quarter. Cost of goods sold for the quarter was $167,408,000, 101% of last year's $166,227,000. Gross profit for the quarter of $88,189,000 (34.5% of sales) was 104% of last year's $84,562,000 (33.7% of sales), as margins were up in each of the Company's businesses. For the quarter, higher volumes led to increased costs, while lower raw material costs resulted in more favorable margins. Selling, general and administrative expenses during the quarter of $50,219,000 (19.6% of sales), were 104% of last year's $48,455,000 (19.3% of sales). The increase compared to last year reflects increased spending in the automotive and pet products business as well as the costs associated with the Company's new firelog and wood fire starter business. These higher costs were partially offset by lower coupon redemption costs in the plastic wrap and bag business. Amortization and other depreciation expense for the quarter was $3,254,000, 78% of the prior year's $4,198,000. The lower expense for the year reflects the impact of assets which were fully amortized during the prior fiscal year. Interest expense for the quarter was $4,249,000, 98% of the prior year. Discount on sale of receivables reflects the costs associated with the sale of a fractional ownership interest, without recourse, in a defined pool of the Company's eligible trade accounts receivable. The Company's effective tax rate for the quarter was 40% compared to the prior year's quarterly rate of 42%. The reduced rate reflects higher favorable permanent tax differences during fiscal 1997. FINANCIAL CONDITION Worldwide credit facilities in place at September 30, 1996 aggregated $339,292,000 of which $215,823,000 was available, but unused. Excluding any leased asset or stock repurchases, the Company expects to repay up to $50,000,000 on these credit facilities over the next twelve months by utilizing the positive cash flow generated by the business. During the first quarter of fiscal 1997 the Company repurchased common shares valued at $19,941,000 The Company's current forecast for the 1997 fiscal year reflects capital expenditures of approximately $42,000,000, and fixed payments (interest, principal, discount on sale of receivables and lease payments) of approximately $41,000,000. Certain forward-looking statements are contained within this report, reflecting management's current estimate of future events. These forward-looking statements are based on many assumptions, primarily related to the Company's expected operating performance, any variance from these assumptions may result in significantly different results. Based on the Company's ability to generate funds from operations and the availability of credit under its financing facilities, management believes it will have the funds necessary to meet all of its described financing requirements and all other financial obligations. REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS First Brands' independent certified public accountants have performed a limited review of the financial information furnished herein in accordance with standards established by the American Institute of Certified Public Accountants. The Independent Auditors' Review Report is presented on Page 12 of this report. -11- Independent Auditors' Review Report The Board of Directors First Brands Corporation: We have reviewed the consolidated condensed balance sheet of First Brands Corporation and subsidiaries as of September 30, 1996, and the related consolidated condensed statements of income and cash flows for the three-month periods ended September 30, 1996 and 1995, and the consolidated condensed statement of stockholders' equity for the three-month period ended September 30, 1996. These consolidated condensed financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the consolidated condensed financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of First Brands Corporation and subsidiaries as of June 30, 1996, and the related consolidated statement of income, stockholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated August 8, 1996, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated condensed balance sheet as of June 30, 1996, is fairly presented, in all material respects, in relation to the consolidated balance sheet from which it has been derived. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP New York, New York November 4, 1996 -12- PART II - OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K A. Exhibit Index:
Exhibit Number Description of Exhibit 11* -- Computation of Net Income Per Common Share 15* -- Accountants' Acknowledgment 27* -- EDGAR Financial Data Schedule - ------------ * Filed herewith B. Reports on Form 8-K None.
-13- 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. FIRST BRANDS CORPORATION (Registrant) Date: November 7, 1996 By: /s/ Donald A. DeSantis ---------------- ----------------------- Donald A. DeSantis Senior Vice President, Chief Financial Officer and Treasurer (Principal Accounting and Duly Authorized Officer) -14- EX-11 2 EXHIBIT 11 Exhibit 11 (Page 1 of 2) COMPUTATION OF NET INCOME PER COMMON SHARE * (in thousands - except per share amounts)
Three months ended September 30, 1996 1995 ---- ---- COMPONENTS OF PRIMARY NET INCOME PER COMMON SHARE: Net income......................... $ 18,007 $ 15,533 ======== ======== Average common shares outstanding during the period................ 43,149 43,042 Average treasury shares held during the period................ (1,822) (1,270) Common shares issuable with respect to common equivalents for stock options................ 926 666 ------- ------- Average common and common equivalent shares outstanding.... 42,253 42,438 ====== ====== Primary earnings per share: Net income....................... $ 0.43 $ 0.37 ====== ======
* - Fiscal 1996 share and per share amounts have been restated to reflect a two-for-one stock split which was effective February 5, 1996. Exhibit 11 (Page 2 of 2) COMPUTATION OF NET INCOME PER COMMON SHARE* (in thousands - except per share amounts)
Three months ended September 30, 1996 1995 ------- ------- COMPONENTS OF FULLY DILUTED NET INCOME PER COMMON SHARE: Net income......................... $ 18,007 $ 15,533 ======== ======== Average common shares outstanding during the period................ 43,149 43,042 Average treasury shares held during the period................ (1,822) (1,270) Common shares issuable with respect to common equivalents for stock options................ 1,020 718 ------ ------- Average common and common equivalent shares outstanding.... 42,347 42,490 ====== ====== Fully diluted earnings per share: Net income....................... $ 0.43 $ 0.37 ====== ======
* - Fiscal 1996 share and per share amounts have been restated to reflect a two-for-one stock split which was effective February 5, 1996. EX-15 3 EXHIBIT 15 Exhibit 15 Accountants' Acknowledgment First Brands Corporation 83 Wooster Heights Road Danbury, CT 06813-1911 Ladies and Gentlemen: RE: FORM S-8 REGISTRATION STATEMENTS NO. 33-35770, NO. 33-56992 AND NO. 33-56503 With respect to the subject registration statements, we acknowledge our awareness of the use therein of our report dated November 4, 1996 related to our review of interim financial information. Pursuant to Rule 436'c' under the Securities Act of 1933, such reports are not considered part of a registration statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of sections 7 and 11 of the Act. Very truly yours, /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP New York, New York November 4, 1996 EX-27 4 EXHIBIT 27
5 1000 3-MOS JUN-30-1997 JUL-01-1996 SEP-30-1996 9,812 0 105,813 1,612 149,404 288,361 436,445 118,882 843,683 144,090 218,946 432 0 0 394,878 843,683 255,597 255,597 167,408 167,408 0 0 5,269 30,032 12,025 18,007 0 0 0 18,007 0.43 0.43
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