-----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, NRUFOIloANmMgHQetM9lgrMRiQ2qk4vk1VT0qippv9fRdNAyY7IrYwwmDMCcnlK7 kI55L69RQb8WbXXDUBFjJQ== 0000898430-95-000969.txt : 19950531 0000898430-95-000969.hdr.sgml : 19950531 ACCESSION NUMBER: 0000898430-95-000969 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950430 FILED AS OF DATE: 19950526 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROHR INC CENTRAL INDEX KEY: 0000084801 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 951607455 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06101 FILM NUMBER: 95542717 BUSINESS ADDRESS: STREET 1: FOOT OF H STREET CITY: CHULA VISTA STATE: CA ZIP: 91910 BUSINESS PHONE: 6196914111 MAIL ADDRESS: STREET 1: PO BOX 878 CITY: CHULA VISTA STATE: CA ZIP: 91912 FORMER COMPANY: FORMER CONFORMED NAME: ROHR INDUSTRIES INC DATE OF NAME CHANGE: 19911219 FORMER COMPANY: FORMER CONFORMED NAME: ROHR CORP DATE OF NAME CHANGE: 19711220 FORMER COMPANY: FORMER CONFORMED NAME: ROHR AIRCRAFT CORP DATE OF NAME CHANGE: 19710317 10-Q 1 FORM 10-Q FY95: THIRD QUARTER - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 1995 COMMISSION FILE NUMBER 1-6101 ROHR, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 95-1607455 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 850 LAGOON DRIVE, CHULA VISTA, CALIFORNIA 91910 (Address of principal executive offices) (619) 691-4111 (Registrant's Telephone No.) 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 --- --- AS OF MAY 19, 1995 THERE WERE 18,057,724 SHARES OF THE REGISTRANT'S COMMON STOCK OUTSTANDING. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Page 1 of 15 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ROHR, INC. AND SUBSIDIARIES --------------------------- CONSOLIDATED BALANCE SHEETS --------------------------- (in thousands except for share data) ------------------------------------
APRIL 30, JULY 31, 1995 1994 ------------ ------------ ASSETS (Unaudited) - ------ Cash and cash equivalents $ 77,301 $ 115,996 Short-term investments - 17,568 Accounts receivable 101,689 93,143 Inventories: Work-in-process 426,431 444,076 Raw materials, purchased parts and supplies 25,778 23,441 Less customers' progress payments and advances (73,513) (104,321) ---------- ---------- Inventories - net 378,696 363,196 Deferred tax asset 36,353 36,353 Prepaid expenses and other current assets 12,407 18,493 ---------- ---------- TOTAL CURRENT ASSETS 606,446 644,749 PROPERTY, PLANT AND EQUIPMENT 521,208 500,037 Less accumulated depreciation and amortization (300,960) (277,974) ---------- ---------- Property, plant and equipment - net 220,248 222,063 INVESTMENT IN LEASES 35,424 37,145 DEFERRED TAX ASSET 94,986 97,135 OTHER ASSETS 57,431 55,755 ---------- ---------- $1,014,535 $1,056,847 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------- Trade accounts and other payables $ 126,453 $ 129,674 Salaries, wages and benefits 34,722 37,100 Taxes on income 3,439 2,343 Current portion of long-term debt 14,145 14,952 ---------- ---------- TOTAL CURRENT LIABILITIES 178,759 184,069 LONG-TERM DEBT 562,439 574,038 LONG-TERM PENSION AND POST-RETIREMENT OBLIGATIONS 99,861 125,004 OTHER OBLIGATIONS 18,119 26,827 COMMITMENTS AND CONTINGENCIES - - SHAREHOLDERS' EQUITY: Preferred stock, $1 par value per share, authorized 10 million shares; none issued - - Common stock, $1 par value per share, authorized 50,000,000 shares; issued and outstanding 18,057,724 and 18,041,680 shares respectively 18,058 18,042 Additional paid-in capital 102,914 102,598 Retained earnings 90,284 82,168 Minimum pension liability adjustment (55,899) (55,899) ---------- ---------- TOTAL SHAREHOLDERS' EQUITY 155,357 146,909 ---------- ---------- $1,014,535 $1,056,847 ========== ==========
Page 2 of 15 ROHR, INC. AND SUBSIDIARIES --------------------------- CONSOLIDATED STATEMENTS OF EARNINGS - UNAUDITED ----------------------------------------------- (in thousands except for per share data) ----------------------------------------
THIRD QUARTER ENDED NINE MONTHS ENDED ---------------------- ---------------------- APRIL 30, MAY 1, APRIL 30, MAY 1, 1995 1994 1995 1994 --------- ---------- --------- ---------- (Restated) (Restated) Sales $210,759 $221,696 $622,689 $693,587 Costs and expenses 187,922 200,311 553,664 628,141 General & administrative expenses 6,053 7,286 18,902 20,732 Unusual items - 7,926 - 7,926 -------- -------- -------- -------- Operating income 16,784 6,173 50,123 36,788 Interest income 969 395 2,945 915 Interest expense 13,077 11,436 40,664 35,637 -------- -------- -------- -------- Income (loss) from continuing operations before taxes on income 4,676 (4,868) 12,404 2,066 Taxes (benefit) on income 2,103 (1,915) 5,210 (2,083) -------- -------- -------- -------- Income (loss) from continuing operations 2,573 (2,953) 7,194 4,149 Income from discontinued operations - net of taxes 87 266 922 899 -------- -------- -------- -------- Net income (loss) $ 2,660 $ (2,687) $ 8,116 $ 5,048 ======== ======== ======== ======== NET INCOME PER SHARE: PRIMARY: Income (loss) from continuing operations $ 0.14 $ (0.16) $ 0.40 $ 0.23 Income from discontinued operations 0.01 0.01 0.05 0.05 -------- -------- -------- -------- Net income (loss) $ 0.15 $ (0.15) $ 0.45 $ 0.28 ======== ======== ======== ======== ASSUMING FULL DILUTION: Income (loss) from continuing operations $ 0.14 $ (0.16) $ 0.39 $ 0.23 Income from discontinued operations - 0.01 0.04 0.05 -------- -------- -------- -------- Net income (loss) $ 0.14 $ (0.15) $ 0.43 $ 0.28 ======== ======== ======== ======== Cash dividends per share of common stock $ - $ - $ - $ - ======== ======== ======== ========
Page 3 of 15 ROHR, INC. AND SUBSIDIARIES --------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED ------------------------------------------------- (in thousands) --------------
THIRD QUARTER ENDED NINE MONTHS ENDED ---------------------- ----------------------- APRIL 30, MAY 1, APRIL 30, MAY 1, 1995 1994 1995 1994 ---------- --------- ---------- ---------- OPERATING ACTIVITIES: Net income (loss) $ 2,660 $ (2,687) $ 8,116 $ 5,048 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 5,724 5,348 16,499 17,041 Changes due to (increase) decrease in operating assets: Accounts receivable (7,509) 14,410 (11,549) 21,408 Inventories - net 11,331 26,308 (10,455) 53,892 Prepaid expenses and other assets 605 2,738 6,071 4,060 Changes due to increase (decrease) in operating liabilities: Trade accounts and other payables (4,800) (40,084) (7,306) (58,537) Pension and post-retirement obligations 3,295 8,219 (26,601) 14,403 Taxes on income and deferred taxes 1,985 (1,982) 3,245 (1,618) Other 2,861 (905) 7,267 1,411 -------- -------- -------- --------- Net cash provided by (used in) operating activities 16,152 11,365 (14,713) 57,108 -------- -------- -------- --------- INVESTING ACTIVITIES: Sale of short-term investments - - 17,568 - Repurchase of sale/leaseback assets - - (21,782) - Purchase of property, plant and equipment (1,193) (711) (4,133) (3,660) Net advances on discontinued operations - - (5,045) - Proceeds from sale of Auburn plant - 2,343 - 2,343 Other (2,704) (1,878) (751) (2,268) -------- -------- -------- --------- Net cash used in investing activities (3,897) (246) (14,143) (3,585) -------- -------- -------- --------- FINANCING ACTIVITIES: Repayment of medium-term notes - - - (35,000) Annual principal payment on 9.35% senior notes (12,500) - (12,500) (12,500) Long-term borrowings under revolving credit agreement - 20,000 - 101,000 Repayment of borrowings under revolving credit agreement - (20,000) - (101,000) Repayment of other long-term borrowings (435) (1,323) (2,052) (1,972) Cash collateral for receivable financing program 8,500 (12,183) 23,003 (19,167) Reduction in sales of receivable financing program - - (20,000) - Other 1,055 (396) 1,710 (1,085) -------- -------- -------- --------- Net cash used in financing activities (3,380) (13,902) (9,839) (69,724) -------- -------- -------- --------- INCREASE (DECREASE) IN CASH AND 8,875 (2,783) (38,695) (16,201) CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 68,426 28,768 115,996 42,186 -------- -------- -------- --------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 77,301 $ 25,985 $ 77,301 $ 25,985 ======== ======== ======== ========= SUPPLEMENTAL INFORMATION: Cash paid for interest, net of amounts capitalized $ 14,491 $ 15,259 $ 40,586 $ 36,612 Cash paid (refunded) for income taxes (111) 293 1,038 115
Page 4 of 15 ROHR, INC. AND SUBSIDIARIES ---------------------------- NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED) The consolidated balance sheet as of April 30, 1995, and statements of earnings and cash flows for the third quarter and nine months ended April 30, 1995, and May 1, 1994, reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods. Financial results for interim periods are not necessarily indicative of results to be expected for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with the financial statements included in the annual report on Form 10-K for the year ended July 31, 1994. The consolidated statements of earnings for the third quarter and nine months ended May 1, 1994, have been restated to separately reflect discontinued operations. CONTINGENCIES In June 1987, the U.S. District Court of Los Angeles, in U.S. et al, vs. Stringfellow, granted partial summary judgment against the Company and 14 other defendants on the issue of liability under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"). This suit alleges that the defendants are jointly and severally liable for all damages in connection with the Stringfellow hazardous waste disposal site in Riverside County, California. A federal jury and a special master appointed by the federal court found the State of California also liable for the cleanup costs and, subsequently, the special master allocated a high percentage of liability to the State of California. On January 23, 1995, the U.S. District Court judge confirmed the special master's finding; however, this decision is subject to appeal. The Company is the second largest generator of waste by volume disposed at the site, although it and certain other generators have argued the final allocation of cleanup costs among generators should not be determined solely by volume. The Company intends to continue to vigorously defend itself in the Stringfellow matter and believes, based upon currently available information, that the ultimate resolution will not have a material adverse effect on the financial position, liquidity, or results of operations of the Company. The Company has had claims against its comprehensive general liability insurers for reimbursement of its cleanup costs at the site. These claims have been the subject of separate litigation, although the Page 5 of 15 insurers nevertheless have been paying substantially all of the Company's costs of defense in the actions by the government against the generators of wastes disposed at the site. The Company has entered settlements with some of the insurance carriers and has reached agreement in principle with all of the remaining primary carriers and also with nearly all of the excess carriers. During November 1994 through January 1995, inspections of commercial aircraft revealed a cracked spar cap on two wing pylons. The Company has warranted these applications to its customer. Investigation indicates that the wing pylon spar caps, which were sourced, assembled and supplied by a major subcontractor to the Company, did not receive a required process step. Analysis and testing show that there are no airworthiness or safety of flight concerns with continued aircraft operations. Subsequent fleetwide inspections have revealed no other cracks; however, a replacement program is being implemented. The Company expects that replacement will occur during regularly scheduled maintenance. The spar caps will require replacement on approximately 120 aircraft over a period of several years. The wing pylon is warranted to Rohr by its subcontractor and the Company believes that the cost of removing and replacing the spar cap components for the wing pylon, which is expected to approximate $325,000 per aircraft, will be primarily the responsibility of the subcontractor. In addition, the Company acquired materials directly from the spar cap materials supplier, a small company with limited financial resources. Some of these materials were not processed to specifications before use in various aircraft applications. The Company has warranted these applications. With respect to these other applications, no failures have been noted to date and the Company and its customers are investigating whether any replacement or repair will be required. Page 6 of 15 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's analysis of operating results for the third quarter and nine months ended April 30, 1995, and May 1, 1994, is presented below. Material developments in the Company's liquidity and capital resources since July 31, 1994, are also presented. These discussions should be read in conjunction with the financial statements and management's discussion and analysis thereof included in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1994. COMPANY OUTLOOK As a result of the continued slowdown in the commercial aerospace industry, the Company expects that deliveries of commercial aircraft will continue to be affected through calendar 1996. The Company previously announced that sales for the fiscal year ending July 31, 1996, fifteen months from now, are expected to decrease approximately eight percent from levels expected for the current fiscal year ending July 31, 1995. The anticipated reduction reflects reduced delivery rates on commercial aircraft programs and the phase-out of certain space and military programs. However, the Company has noted that airlines are reporting improved operating results, the quantity of parked aircraft is declining, and order activity for new aircraft, most of which will be delivered after fiscal 1996, has accelerated. In excess of 90 percent of the Company's current firm order backlog is related to large commercial transport aircraft. RESULTS OF OPERATIONS First Nine Months Fiscal Year 1995 Compared to First Nine Months Fiscal Year 1994 Sales from continuing operations declined 10% from $693.6 million in the first nine months of fiscal 1994 to $622.7 million for the same period in fiscal 1995, primarily due to previously announced delivery rate reductions on several commercial programs and reduced sales on government programs. Commercial sales aggregated 87% and government sales 13% of the Company's total sales in the first nine months of fiscal year 1995 compared to 86% commercial and 14% government for the comparable period the prior year. The Titan program, which is included in government sales and which accounted for approximately 5% of the Company's sales in the first nine months of fiscal 1995, is scheduled to end in fiscal 1996. Page 7 of 15 The Company reported operating income of $50.1 million, an operating margin of 8.0%, for the first nine months of fiscal 1995 compared to $36.8 million, an operating margin of 5.3%, for the same period of the prior year. Operating income in fiscal 1995 increased compared to operating income before unusual items in fiscal 1994, reflecting improved results on some programs, initial deliveries on the MD90 program, and the Company's continuing cost cutting efforts. Operating income in fiscal 1995 was negatively impacted by cost problems on the CF6-80E1 program. Operating income in fiscal 1994, was reduced by unusual items aggregating $7.9 million, representing the write-off of unamortized pension past service costs related to the downsizing of employment levels, net of a gain on the sale of the Auburn, Washington facility. General and administrative expenses declined $1.8 million from $20.7 million for the first nine months of fiscal 1994 to $18.9 million for the first nine months of fiscal 1995. Net interest expense was $37.7 million for the first nine months of fiscal 1995 compared to $34.7 million for the first nine months of fiscal 1994. The increase of $3.0 million was due primarily to the Company's new long-term debt. Net income from continuing operations for the first nine months of fiscal 1995 was $7.2 million or 40 cents per share compared to $4.1 million or 23 cents per share for the first nine months of fiscal 1994. The first nine months of the prior fiscal year was positively impacted by the Omnibus Budget Reconciliation Act, which reduced tax expense and correspondingly increased net income by $2.8 million or 16 cents a share. During the fourth quarter of the prior fiscal year, the Company sold and commenced the transfer of its business jet line of business and accounted for the sale as a discontinued operation. The purchase agreement requires the Company to manufacture and deliver certain components and transfer engineering and tooling through fiscal 1995. Residual income from discontinued operations totaled $0.9 million or 5 cents per share for both the first nine months of fiscal 1995 and 1994. Net income for the first nine months of fiscal 1995 was $8.1 million or 45 cents per share as compared with $5.0 million or 28 cents per share for the same period of the prior fiscal year. Third Quarter Fiscal Year 1995 Compared to Third Quarter Fiscal Year 1994 Sales during the third quarter of fiscal 1995 were $210.8 million, compared to $221.7 million in the same period of fiscal 1994 due primarily to reduced sales on government programs. Commercial sales aggregated 90% and government sales 10% of the Company's total sales in Page 8 of 15 the third quarter of fiscal year 1995 compared to 83% commercial and 17% government for the comparable period of the prior year. The Company reported operating income of $16.8 million, an operating margin of 8.0% for the third quarter of fiscal 1995 compared to $6.2 million, an operating margin of 2.8%, for the same period of the prior fiscal year. Operating income in the third quarter of fiscal 1995 increased compared to operating income before unusual items from the third quarter of fiscal 1994 due to improved results on some programs, initial deliveries on the MD90 program, and the Company's continuing cost cutting efforts. Operating income in third quarter of fiscal 1994 was reduced by unusual items aggregating $7.9 million, representing the write-off of unamortized pension past service costs related to the downsizing of employment levels, net of a gain on the sale of the Auburn, Washington facility. General and administrative expenses declined $1.2 million from $7.3 million in the third quarter of fiscal 1994 to $6.1 million in the third quarter of fiscal 1995. Net interest expense was $12.1 million for the third quarter of fiscal 1995 compared to $11.0 million for the third quarter of fiscal 1994. The increase of $1.1 million was due primarily to the Company's new long-term debt. Net income from continuing operations for the third quarter of fiscal 1995 was $2.6 million or 14 cents per share compared to a net loss from continuing operations of $3.0 million or 16 cents loss per share for the third quarter of fiscal 1994. Net income for the third quarter of fiscal 1995 was $2.7 million or 15 cents per share compared to a net loss of $2.7 million or 15 cents loss per share for the same period of the prior fiscal year. LIQUIDITY AND CAPITAL RESOURCES At April 30, 1995, the Company had $77.3 million of cash and cash equivalents and had a $110 million revolving credit agreement with no amounts outstanding. The total amount available under the credit agreement is reduced by a $16.9 million letter of credit. Net cash used in operating activities for the first nine months of fiscal 1995 was $14.7 million compared to net cash provided by operating activities of $57.1 million for the first nine months of the prior fiscal year. Fiscal 1995 use of cash included a $36 million contribution to the Company's pension plans compared to a $4.9 million contribution for the same period in the prior year. Net cash provided by operating activities in the third quarter of fiscal 1995 totaled $16.2 million, whereas net cash of $30.9 million was used in operating activities for the first six months Page 9 of 15 of fiscal 1995. Net cash provided by operations is subject to significant variations from period to period. The Company's total financings (balance sheet debt plus off-balance sheet financings) aggregated $638.0 million at April 30, 1995, a decrease of $33.1 million from July 31, 1994. During the second quarter of fiscal 1995, the Company restructured a major sale leaseback agreement, reducing the size of this financing by approximately $22 million, and in the third quarter, made a scheduled payment of $12.5 million on its 9.35% Senior Notes. The Company is a party to a $40.0 million accounts receivable facility, treated as an off-balance sheet financing, under which it sells receivables from specified customers on an ongoing basis. Due to the slowdown in the aerospace industry, the amount of outstanding receivables from these customers falls from time to time below levels required to support the facility. As a result, the Company has deposited cash collateral when necessary to support the facility and has withdrawn cash when it is no longer required to be deposited. At April 30, 1995, $3.5 million of cash collateral was on deposit. The Company's net inventory increased from $363.2 million at July 31, 1994 to $378.7 million at April 30, 1995. Inventory has increased primarily due to the startup of the MD-90 program, change activity on the A340 program, and investment in cost reduction efforts on the PW4000 program. Unliquidated progress payments have declined due primarily to the phase-out of the Titan program. The Company's firm backlog, which includes the sales price of all undelivered units covered by customers' orders for which the Company has production authorization, was approximately $0.9 billion at April 30, 1995, compared to $1.2 billion at July 31, 1994. Approximately $0.2 billion of the $0.9 billion backlog is expected to be delivered in the remainder of fiscal 1995. (Sales during any period includes sales which were not part of backlog at the end of the prior period.) Customer orders in firm backlog are subject to rescheduling and/or termination for customer convenience; however, in certain cases the Company is entitled to an equitable adjustment in contract amounts. The Company has an additional $3.0 billion in anticipated backlog, which represents the sales price of units which the Company expects that its customers will order under existing contracts and the Company will deliver within seven years. Page 10 of 15 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The French subsidiary of the Company was successful in its appeal before the Tribunal de Grand Instance de Toulouse, France, the Superior Court. This verdict reversed an unfavorable result in litigation previously filed against it in the Counseil des Prud-hommes in Toulouse, France and reported in the Company's Form 10-Q for the second quarter of its 1995 fiscal year. The action was brought by employees asking that they be restored to their employment, which had been terminated a year earlier due to reduced workload at the plant. The decision of the Superior Court is subject to further appeal. Page 11 of 15 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Index to Exhibits: *11.1 Calculation of Primary Net Income Per Share of Common Stock. *11.2 Calculation of Fully Diluted Net Income Per Share of Common Stock. *27. Financial Data Schedule. (Filed with EDGAR filing only.) (b) Reports on Form 8-K: A report on Form 8-K, dated April 27, 1995, was filed on April 28, 1995, by the Company under Item 5, "Other Events" discussing an anticipated reduction in the Company's sales from its 1996 fiscal year ending July 31, 1996. (c) Exhibits required by Item 601 of Regulation S-K: See subparagraph (a) above. (d) Financial Statements required by Regulation S-X: See subparagraphs (a) and (b) above. ___________________________ *Exhibits filed with this report. Page 12 of 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ROHR, INC. May 26, 1995 By:/S/ L. A. CHAPMAN ----------------------------------- L. A. Chapman Senior Vice President, Chief Financial Officer and Treasurer May 26, 1995 By:/S/ A. L. MAJORS ----------------------- A. L. Majors Vice President and Controller (Chief Accounting Officer) Page 13 of 15 EX-11.1 2 CALC. NET INCOME EXHIBIT 11.1 ROHR, INC. AND SUBSIDIARIES --------------------------- CALCULATION OF PRIMARY NET INCOME PER SHARE ------------------------------------------- OF COMMON STOCK --------------- (in thousands except for share data) ------------------------------------
THIRD QUARTER ENDED NINE MONTHS ENDED --------------------- ---------------------- APRIL 30, MAY 1, APRIL 30, MAY 1, 1995 1994 1995 1994 ---------- --------- ------------ -------- Net income (loss) from continuing operations $ 2,573 $(2,953) $ 7,194 $ 4,149 Income from discontinued operations, net of taxes 87 266 922 899 ------- ------- ------- ------- Net income (loss) applicable to primary earnings per common share $ 2,660 $(2,687) $ 8,116 $ 5,048 ======= ======= ======= ======= Common stock and common stock equivalents: Average shares of common stock outstanding during the period 18,057 18,015 18,054 18,012 Net effect of common stock equivalents (principally stock options and rights) 141 48 87 29 ------- ------- ------- ------- Total common stock and common stock equivalents 18,198 18,063 18,141 18,041 ======= ======= ======= ======= Net income (loss) per average share of common stock: Net income (loss) from continuing operations $ 0.14 $ (0.16) $ 0.40 $ 0.23 Income from discontinued operations, net of taxes 0.01 0.01 0.05 0.05 ------- ------- ------- ------- Primary net income (loss) per share $ 0.15 $ (0.15) $ 0.45 $ 0.28 ======= ======= ======= =======
Page 14 of 15 EX-11.2 3 CALC. DILUTED INCOME EXHIBIT 11.2 ROHR, INC. AND SUBSIDIARIES --------------------------- CALCULATION OF FULLY DILUTED NET INCOME PER SHARE ------------------------------------------------- OF COMMON STOCK - UNAUDITED --------------------------- (in thousands except for share data) ------------------------------------
THIRD QUARTER ENDED NINE MONTHS ENDED -------------------- ------------------- APRIL 30, MAY 1, APRIL 30, MAY 1, 1995 1994 1995 1994 --------- -------- --------- ------- Net income (loss) from continuing operations applicable to primary earnings per common share $ 2,573 $(2,953) $ 7,194 $ 4,149 Add back interest and issue expense on convertible debentures and notes, net of tax adjustment 677 1,234 2,035 3,693 ------- ------- ------- ------- Adjusted income (loss) from continuing operations applicable to common stock on a fully diluted basis 3,250 (1,719) 9,229 7,842 Income from discontinued operations, net of taxes 87 266 922 899 ------- ------- ------- ------- Net income (loss) applicable to fully diluted earnings per share $ 3,337 $(1,453) $10,151 $ 8,741 ======= ======= ======= ======= Average number of shares outstanding on a fully diluted basis: Shares used in calculating primary earnings per share 18,198 18,063 18,141 18,041 Unexercised options 64 - 118 - Shares issuable on conversion of debentures and notes 5,555 2,674 5,555 2,674 ------- ------- ------- ------- Average number of shares outstanding on a fully diluted basis 23,817 20,737 23,814 20,715 ======= ======= ======= ======= Fully diluted net income (loss) per share from continuing operations $ 0.14 $ (0.08) $ 0.39 $ 0.38 Income from discontinued operations, net of taxes - 0.01 0.04 0.04 ------- ------- ------- ------- Fully diluted net income (loss) per average common share $ 0.14 $ (0.07) $ 0.43 $ 0.42 ======= ======= ======= =======
Note: The fully diluted earnings per share computations for the three months and nine months ended April 30, 1995, exclude the assumed conversion of those securities that result in improvement of earnings per share. The assumed conversion of the Company's convertible debentures for the three months and nine months ended May 1, 1994, were antidilutive, hence primary earnings per share are presented for these periods in the Company's Consolidated Statements of Earnings. Page 15 of 15 EX-27 4 FINANCIAL DATA SCHEDULE
5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND INCOME STATEMENT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS JUL-31-1995 APR-30-1995 77,301 0 101,689 0 378,696 606,446 521,208 (300,960) 1,014,535 178,759 562,439 18,058 0 0 137,299 1,014,535 0 622,689 0 553,664 18,902 0 37,719 12,404 5,210 7,194 922 0 0 8,116 0.45 0.43
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