-----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, Ar6pZeTsYpU9KwmheN9lZkhxrFTflARqjwfhoOB7tSuRa8GVBSKGRpwEibJAP5eM 7+EX8WYpFFs82fXtNKtcAA== 0000950117-97-001857.txt : 19971114 0000950117-97-001857.hdr.sgml : 19971114 ACCESSION NUMBER: 0000950117-97-001857 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971112 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: SEC FILE NUMBER: 001-10395 FILM NUMBER: 97712860 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, 1997 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, 1997 ----- ------------------------------- Common Stock, $.01 par value 39,742,944 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, 1997 and 1996 ........................................ 3 Consolidated Condensed Balance Sheets - September 30, 1997 and June 30, 1997 ..................................... 4 Consolidated Condensed Statement of Stockholders' Equity - For the Three Month Period Ended September 30, 1997................................................. 5 Consolidated Condensed Statements of Cash Flows - For the Three Month Periods Ended September 30, 1997 and 1996........................................ 6 Notes to Consolidated Condensed Financial Statements............................................................... 7-9 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition......................... 10-12 Independent Auditors' Review Report....................................... 13 PART II - OTHER INFORMATION Item 1. Legal Proceedings................................................. 14 Items 2 - 6............................................................... 14 SIGNATURE................................................................. 15 -2- FIRST BRANDS CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
THREE MONTHS THREE MONTHS ENDED ENDED SEPTEMBER 30, SEPTEMBER 30, 1997 1996 ------------ ------------ (in thousands - except per share amounts) Net sales................................................... $ 269,480 $ 255,597 Cost of goods sold.......................................... 183,195 167,408 Selling, general and administrative expenses................................... 53,911 50,219 Amortization and other depreciation......................... 3,860 3,254 Interest expense and amortization of debt discount and expense...................................... 7,114 4,249 Discount on sale of receivables............................. 1,147 1,020 Other income (expense), net................................. (288) 585 ---------- --------- Income before provision for income taxes 19,965 30,032 Provision for income taxes.................................. 7,792 12,025 --------- -------- Net income.................................................. $ 12,173 $ 18,007 ======== ======== Net income per common share and common equivalent share (Note 6).................................. $ 0.30 $ 0.43 ======= ======= Weighted average common and common equivalent shares outstanding (Note 6) 40,775 42,253 ======== =========
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) 1997 1997 ------------- -------- (UNAUDITED) ASSETS: Cash and cash equivalents....................................... $ 9,195 $ 7,465 Accounts and notes receivable - net............................. 121,164 137,380 Inventories..................................................... 164,618 151,976 Deferred tax assets............................................. 23,453 24,702 Prepaid expenses................................................ 7,299 7,551 -------------- ----------- Total current assets.......................................... 325,729 329,074 Property, plant and equipment (net of accumulated depreciation of $150,302 and $141,691)........................ 385,479 377,128 Patents, trademarks, proprietary technology and other intangibles (net of accumulated amortization of $195,887 and $192,631)........................ 304,089 310,095 Deferred charges and other assets (net of accumulated amortization of $52,171 and $52,029) 38,291 37,311 ----------- ----------- Total assets.......................................... $ 1,053,588 $ 1,053,608 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY: Liabilities Notes payable................................................... $ 21,616 $ 8,432 Current maturities of long-term debt............................ 2,899 2,811 Accrued income and other taxes.................................. 10,930 7,373 Accounts payable................................................ 46,665 61,877 Accrued liabilities............................................. 71,649 104,201 ------------- ---------- Total current liabilities.................................. 153,759 184,694 Long-term debt.................................................. 408,062 380,467 Deferred taxes payable.......................................... 75,862 74,058 Deferred gain on sale of assets................................. 111 148 Other long-term obligations..................................... 20,451 20,325 Stockholders' Equity Preferred stock, $1 par value, 10,000,000 shares authorized; none issued................................ - - Common stock, $0.01 par value, 120,000,000 shares authorized at September 30, 1997 and June 30, 1997; issued 43,458,544 shares at September 30, 1997 and 43,394,044 shares at June 30, 1997 (Note 6)............... 434 434 Capital in excess of par value.................................. 131,781 130,994 Cumulative foreign currency translation adjustment (15,154) (12,455) Common stock in treasury, at cost; 3,634,000 shares at September 30, 1997 and 3,355,000 at June 30, 1997 (102,464) (96,837) Retained earnings............................................... 380,746 371,780 ------------ ----------- Total stockholders' equity................................. 395,343 393,916 ----------- ----------- Total liabilities and stockholders' equity $ 1,053,588 $ 1,053,608 =========== ===========
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, 1997 (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, 1997 .............. $ 434 $ 130,994 $ (12,455) $ (96,837) $ 371,780 $ 393,916 Exercise of Stock Options............... - 787 - - - 787 Cash Dividends............... - - - - (3,207) (3,207) Purchase of Treasury Stock.............. - - - (5,627) - (5,627) Net Income................... - - - - 12,173 12,173 Foreign Currency Translation Adjustment - - (2,699) - - (2,699) ----- --------- ---------- --------- --------- -------- Balance as of September 30, 1997 $ 434 $ 131,781 $ (15,154) $(102,464) $ 380,746 $395,343 ===== ========= ========== ========= ========= ========
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) 1997 1996 ------------- ------------- Cash flows from operating activities: Net income................................................... $ 12,173 $ 18,007 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization.............................. 11,625 10,254 Deferred income taxes...................................... 2,997 1,637 Change in certain non-cash current assets and liabilities: Decrease in accounts receivable......................... 32,897 19,634 (Increase) in inventories............................... (12,642) (3,402) Decrease in prepaid expenses........................... 252 1,689 Increase in accrued income and other taxes ............. 3,557 14,031 (Decrease) in accounts payable.......................... (15,212) (24,916) (Decrease) in accrued liabilities (32,552) (27,798) Other changes................................................ 1,984 (1,525) -------- -------- Total adjustments........................................ (7,097) (10,396) -------- -------- Net cash provided by operating activities 5,079 7,611 -------- -------- Cash flows from investing activities: Capital expenditures........................................ (8,234) (5,751) Acquisition of leased assets................................ (10,208) - Purchase and installation of information system ............ (2,727) (1,908) -------- -------- Net cash (used for) investing activities....................... (21,169) (7,659) -------- -------- Cash flows from financing activities: Increase in credit facility borrowings, net 26,345 20,000 Increase in other borrowings, net.......................... 14,522 3,071 (Decrease) in securitization of accounts receivable........ (15,000) - Proceeds from exercise of stock options.................... 787 957 Purchase of common stock for treasury...................... (5,627) (19,941) Dividends paid............................................. (3,207) (2,553) -------- -------- Net cash provided by financing activities 17,820 1,534 -------- -------- Net increase in cash and cash equivalents...................... 1,730 1,486 Cash and cash equivalents at beginning of period............... 7,465 8,326 -------- -------- Cash and cash equivalents at end of period..................... $ 9,195 $ 9,812 ======== ========
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. All material intercompany transactions and balances have been eliminated. The results of operations for the three month period ended September 30, 1997 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 sale 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); SCOOP AWAY, EVER CLEAN, EVERFRESH and JONNY CAT (cat litters) and STARTERLOGG (fire starters) and HEARTHLOGG (fire logs). INVENTORIES Inventories were comprised of:
September 30, June 30, 1997 1997 ------------ -------- (in thousands) Raw materials............................................. $ 37,729 $ 34,518 Work-in-process........................................... 3,903 5,795 Finished goods............................................ 122,986 111,663 --------- --------- Total................................................. $ 164,618 $ 151,976 ========= =========
2. LONG-TERM DEBT First Brands had long-term debt outstanding as of September 30, 1997 and June 30, 1997 as follows:
September 30, June 30, 1997 1997 ------------- --------- (in thousands) Senior Debt: $300,000,000 Revolving Credit Facility, 5 year term expiring February 2002, interest at prime rate, LIBOR plus .275% or CD rate plus .4%; facility fee of .15%....... $ 190,000 $ 162,000 $72,410,000 Australian and New Zealand Credit Facility, 7 year term expiring March 2004, interest at local Bill Rate plus .7% ..................... 57,036 58,727 $11,613,000 Canadian Credit Facility, 5 year term expiring March 2002, interest at Canadian prime rate, LIBOR plus .425% or Canadian Bankers Acceptance plus .425% .......... 8,655 8,619 Other........................................................ 5,270 3,932 ---------- --------- 260,961 233,278 Less: current maturities..................................... (2,899) (2,811) ---------- --------- Senior Debt........................................... 258.062 230,467 ---------- --------- Subordinated Debt: 7 1/4% Senior Notes Due 2007.............................. 150,000 150,000 --------- --------- Total Long-term debt.................................. $ 408,062 $ 380,467 ========= =========
-7- The Company's revolving credit facility is unsecured, however, it does contain certain restrictive covenants pertaining to the ratio of debt to equity, dividend payments and stock repurchases. The Australian and New Zealand credit facility is composed of two parts; one of which was used to acquire the NationalPak business and a second part which can be used for working capital needs. There are fixed periodic payments associated with the acquisition borrowing, the working capital borrowing can be drawn on and repaid at NationalPak's discretion. The facility is secured by the accounts receivable, inventory and fixed assets of NationalPak. The Canadian credit facility requires fixed periodic payments. The facility is secured by the accounts receivable, inventory and fixed assets of the Canadian business. The 7 1/4% Note Indenture contains certain restrictive covenants and limitations principally relating to the Company's right to incur debt and to engage in certain sale and leaseback transactions. First Brands was in compliance with the covenants of all debt agreements at September 30, 1997. 3. ACCOUNTS RECEIVABLE The Company is engaged in a program 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, 1997 totaled $70,000,000. The amounts sold are reflected as a reduction in accounts receivable on the accompanying Consolidated Condensed 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, 1997 of $21,616,000 consisted of a fully utilized $15,000,000 unsecured domestic line of credit and $6,616,000 of the Company's international subsidiaries' working capital borrowings with local lenders. The Company's international working capital credit facilities aggregated $19,554,000, of which $12,938,000 was available at September 30, 1997. The international facilities are generally secured by the assets of the respective subsidiaries, with approximately $2,000,000 of the availability at one subsidiary being guaranteed by First Brands Corporation (U.S.). -8- 5. TAXES The provision for income tax expense for the three months ended September 30, 1997 and 1996 consists of the following:
Three Months Ended September 30, ------------------ 1997 1996 ---- ---- (in thousands) Current: Federal............................. $ 3,200 $ 7,904 State............................... 754 1,777 Foreign............................. 841 707 ------- ------- Total current................... 4,795 10,388 Deferred: Federal............................. 2,397 1,398 State............................... 531 310 Foreign............................. 69 (71) ------- ------- Total deferred.................. 2,997 1,637 ------- ------- Total provision............. $ 7,792 $12,025 ======= =======
6. EARNINGS PER SHARE AND DIVIDENDS 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 $0.08 and $0.0625 per share for the first quarter of fiscal 1998 and 1997, respectively. -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 period ended September 30, 1997 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", "SCOOP AWAY", "EVERFRESH", "EVER CLEAN", "JONNY CAT", "STARTERLOGG" and "HEARTHLOGG" 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, 1997 and 1996:
Three Months Ended September 30, ----------------- 1997 1996 ---- ---- Net sales........................................... 100.0% 100.0% Cost of goods sold.................................. 68.0 65.5 ----- ----- Gross profit........................................ 32.0 34.5 Selling, general, and administrative expenses........................... 20.0 19.6 Amortization and other depreciation................. 1.4 1.3 Interest expense and amortization of debt discount and expense.............................. 2.7 1.7 Discount on sale of receivables..................... 0.4 0.4 Other income (expense), net......................... (0.1) 0.2 ----- ----- Income before provision for income taxes............ 7.4 11.7 Provision for income taxes........................... 2.9 4.7 ----- ----- Net income........................................... 4.5% 7.0% ===== =====
-10- QUARTER ENDED SEPTEMBER 30 1997 COMPARED TO THE QUARTER ENDED SEPTEMBER 30, 1996 Sales for the three month period ended September 30, 1997 were $269,480,000, 5% ahead of last year's $255,597,000. Household product sales increased 12%, reflecting sales from recent acquisitions (NationalPak) along with higher fireplace product sales. These gains were partially offset by a 5% decline in plastic wrap and bag sales. The shortfall in the plastic wrap and bag category was primarily due to soft market conditions and heavy competitive activity, particularly in the zipper bag market. Excluding the Company's NationalPak acquisition and unfavorable exchange rates, international sales from household products were even with last year. Automotive product sales were down 12% due to the residual effects of inventory reductions by a major customer, as well as timing of certain customer orders. Pet product sales for the quarter were up 11% due to continued market growth, market share increases and new products. Higher volumes generated from the NationalPak acquisition and increased polyethylene resin costs combined to increase cost of goods sold by 9%, to $183,195,000 from the prior year's level of $167,408,000. Gross profit for the quarter of $86,285,000 (32.0% of sales) was 98% of last year's $88,189,000 (34.5% of sales). The reduced gross margin reflects the aforementioned raise in polyethylene costs along with a less favorable product mix. Selling, general and administrative expenses during the quarter of $53,911,000 (20.0% of sales), were 107% of last year's $50,219,000 (19.6% of sales). Costs associated with the NationalPak business and new product marketing costs resulted in the quarterly increase. Amortization and other depreciation expense for the quarter was $3,860,000, 119% of the prior year's $3,254,000. The higher cost primarily reflects amortization expense associated with the NationalPak acquisition. Interest expense for the quarter was $7,114,000, up 67% over the prior year due to borrowing costs associated with the NationalPak acquisition. 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 39%, compared to the prior year's quarterly rate of 40%. Lower rates in the current year reflects a geographic change in the composition of worldwide pre-tax income, with a larger share of income coming from foreign operations with lower effective tax rates. FINANCIAL CONDITION Worldwide credit facilities in place at September 30, 1997 aggregated $420,982,000 of which $141,137,000 was available, but unused. Excluding costs associated with acquisitions, leased asset or stock repurchases, the Company expects to repay up to $60,000,000 on these credit facilities over the next twelve months by utilizing the positive cash flow generated by its businesses. During the quarter, the Company repurchased common shares valued at $5,627,000. The Company's current forecast for the 1998 fiscal year reflects capital expenditures of approximately $42,500,000, and fixed payments (interest, principal, discount on sale of receivables and lease payments) of approximately $47,000,000. 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. -11- 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 13 of this report. -12- 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, 1997, and the related consolidated condensed statements of income for the three-month periods ended September 30, 1997 and 1996, the consolidated condensed statements of cash flows for the three-month periods ended September 30, 1997 and 1996, and the consolidated condensed statement of stockholders' equity for the three-month period ended September 30, 1997. 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, 1997, 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 1, 1997, 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, 1997, 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 New York, New York October 30, 1997 -13- 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. -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. FIRST BRANDS CORPORATION (Registrant) Date: November 7, 1997 By: /s/ Donald A. DeSantis ----------------------- Donald A. DeSantis Senior Vice President and Chief Financial Officer (Principal Accounting and Duly Authorized Officer) -15- 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, ------------------- 1997 1996 ---- ---- COMPONENTS OF PRIMARY NET INCOME PER COMMON SHARE: Net income................................. $ 12,173 $ 18,007 ======== ======== Average common shares outstanding during the period........................ 43,406 43,149 Average treasury shares held during the period........................ (3,464) (1,822) Common shares issuable with respect to common equivalents for stock options........................ 833 926 -------- ---- Average common and common equivalent shares outstanding............ 40,775 42,253 ======== ====== Primary earnings per share: Net income............................. $ 0.30 $ 0.43 ====== ======
Exhibit 11 (Page 2 of 2) COMPUTATION OF NET INCOME PER COMMON SHARE (in thousands - except per share amounts)
Three months ended September 30, 1997 1996 ---- ---- COMPONENTS OF FULLY DILUTED NET INCOME PER COMMON SHARE: Net income................................. $ 12,173 $ 18,007 ======== ======== Average common shares outstanding during the period........................ 43,406 43,149 Average treasury shares held during the period........................ (3,464) (1,822) Common shares issuable with respect to common equivalents for stock options........................ 1,040 1,020 -------- ------ Average common and common equivalent shares outstanding 40,982 42,347 ======== ====== Fully diluted earnings per share: Net income............................. $ 0.30 $ 0.43 ====== ======
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, NO. 33-56503 AND NO. 333-56503 With respect to the subject registration statements, we acknowledge our awareness of the use therein of our report dated October 30, 1997 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 New York, New York November 12, 1997 EX-27 4 EXHIBIT 27
5 1,000 3-MOS JUN-30-1998 JUL-01-1997 SEP-30-1997 9,195 0 122,755 1,591 164,618 325,729 535,781 150,302 1,053,588 153,759 408,062 434 0 0 395,343 1,053,588 269,480 269,480 183,195 183,195 0 0 7,114 19,965 7,792 12,173 0 0 0 12,173 0.30 0.30
-----END PRIVACY-ENHANCED MESSAGE-----