-----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, T75L7rZDyjcZ7i1E41wz+aq3HbE4aUZmi161e/E/jtCblHbGwAlBZJgSnf1UKNNt BwrFmryAagMDwO2Mwc7Znw== 0000898430-97-005083.txt : 19971203 0000898430-97-005083.hdr.sgml : 19971203 ACCESSION NUMBER: 0000898430-97-005083 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19971102 FILED AS OF DATE: 19971202 SROS: NYSE 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: SEC FILE NUMBER: 001-06101 FILM NUMBER: 97731402 BUSINESS ADDRESS: STREET 1: 850 LAGOON DRIVE 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 FY98: FIRST 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 NOVEMBER 2, 1997 COMMISSION FILE NUMBER 1-6101 ROHR, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 95-1607455 (State of other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 850 LAGOON DRIVE, CHULA VISTA, CALIFORNIA 91910-2098 (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 NOVEMBER 28, 1997, THERE WERE 25,788,410 SHARES OF THE REGISTRANT'S COMMON STOCK OUTSTANDING. ================================================================================ ================================================================================ PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
ROHR, INC. AND SUBSIDIARIES --------------------------- CONSOLIDATED BALANCE SHEETS --------------------------- (IN THOUSANDS EXCEPT FOR SHARE DATA) ------------------------------------ NOV. 2, JULY 31, 1997 1997 ----------- --------- (UNAUDITED) ASSETS - ------- CASH AND CASH EQUIVALENTS $ 41,325 $ 31,881 SHORT-TERM INVESTMENTS 6,070 11,190 ACCOUNTS RECEIVABLE 162,184 161,275 INVENTORIES: WORK-IN-PROCESS 272,468 264,356 RAW MATERIALS, PURCHASED PARTS, AND SUPPLIES 20,702 22,909 LESS CUSTOMERS' PROGRESS PAYMENTS AND ADVANCES (32,890) (60,066) -------- -------- INVENTORIES - NET 260,280 227,199 DEFERRED TAX ASSET 45,998 45,998 PREPAID EXPENSES AND OTHER CURRENT ASSETS 10,949 12,315 -------- -------- TOTAL CURRENT ASSETS 526,806 489,858 PROPERTY, PLANT, AND EQUIPMENT - NET 189,233 188,764 DEFERRED TAX ASSET 84,358 84,358 PREPAID PENSION COSTS 83,802 84,386 OTHER ASSETS 34,132 36,612 -------- -------- $918,331 $883,978 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ TRADE ACCOUNTS AND OTHER PAYABLES $163,795 $138,342 SALARIES, WAGES, AND BENEFITS 36,305 38,197 SHORT-TERM DEBT AND CURRENT PORTION OF LONG-TERM DEBT 18,621 12,928 -------- -------- TOTAL CURRENT LIABILITIES 218,721 189,467 LONG-TERM DEBT 405,387 411,467 PENSION AND POST-RETIREMENT OBLIGATIONS - LONG-TERM 21,587 20,449 OTHER OBLIGATIONS 16,355 16,315 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: PREFERRED STOCK, $1 PAR VALUE PER SHARE, 10 MILLION SHARES AUTHORIZED, NONE ISSUED - - COMMON STOCK, $1 PAR VALUE PER SHARE, AUTHORIZED 50,000,000 SHARES; ISSUED AND OUTSTANDING 25,675,153 AND 25,329,725 SHARES, RESPECTIVELY 25,675 25,330 ADDITIONAL PAID-IN CAPITAL 184,627 189,910 RETAINED EARNINGS 45,979 31,040 -------- -------- TOTAL SHAREHOLDERS' EQUITY 256,281 246,280 -------- -------- $918,331 $883,978 ======== ========
1 ROHR, INC. AND SUBSIDIARIES --------------------------- CONSOLIDATED STATEMENTS OF EARNINGS - UNAUDITED ----------------------------------------------- (IN THOUSANDS EXCEPT FOR PER SHARE DATA) ----------------------------------------
FIRST QUARTER ENDED -------------------- NOV. 2, NOV. 3, 1997 1996 -------- --------- SALES $277,663 $201,905 COSTS AND EXPENSES 236,728 172,621 GENERAL & ADMINISTRATIVE EXPENSES 7,077 7,447 -------- -------- OPERATING INCOME 33,858 21,837 INTEREST INCOME 833 1,458 INTEREST EXPENSE 9,829 11,946 -------- -------- INCOME BEFORE TAXES ON INCOME 24,862 11,349 TAXES ON INCOME 9,995 4,562 -------- -------- NET INCOME $ 14,867 $ 6,787 ======== ======== NET INCOME PER AVERAGE SHARE OF COMMON STOCK $ 0.55 $ 0.29 ======== ======== FULLY DILUTED EARNINGS PER AVERAGE SHARE OF COMMON STOCK $ 0.52 $ 0.28 ======== ======== CASH DIVIDENDS PER SHARE OF COMMON STOCK - - WEIGHTED AVERAGE COMMON STOCK AND COMMON STOCK EQUIVALENTS USED TO COMPUTE NET INCOME PER SHARE 26,868 23,434 ======== ========
2 ROHR, INC. AND SUBSIDIARIES --------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED ------------------------------------------------- (IN THOUSANDS) --------------
FIRST QUARTER ENDED --------------------- NOV. 2, NOV. 3, 1997 1996 --------- --------- OPERATING ACTIVITIES: NET INCOME $ 14,867 $ 6,787 ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES: DEPRECIATION AND AMORTIZATION 5,448 5,065 CHANGES DUE TO (INCREASE) DECREASE IN OPERATING ASSETS: ACCOUNTS RECEIVABLE (909) (23,608) INVENTORIES - NET (33,081) (35,619) PREPAID EXPENSES AND OTHER ASSETS 2,273 2,850 CHANGES DUE TO INCREASE (DECREASE) IN OPERATING LIABILITIES: ACCOUNTS PAYABLE AND OTHER LIABILITIES 15,518 19,274 PENSION AND POST-RETIREMENT OBLIGATIONS 1,723 (2,111) TAXES ON INCOME AND DEFERRED TAXES 8,463 4,580 OTHER 2,422 (532) -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 16,724 (23,314) -------- -------- INVESTING ACTIVITIES: SALE (PURCHASE) OF SHORT-TERM INVESTMENTS - NET 5,120 (12,913) PURCHASE OF PROPERTY, PLANT, AND EQUIPMENT (6,098) (3,343) PROCEEDS FROM SALE OF AIRCRAFT LEASING SUBSIDIARY - 20,142 OTHER 297 337 -------- -------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (681) 4,223 -------- -------- FINANCING ACTIVITIES: NET EQUITY TRANSACTION UNDER STOCK PLANS (6,368) - REPAYMENT OF LONG-TERM BORROWINGS (347) (314) CASH COLLATERAL FOR RECEIVABLE SALES PROGRAM - (10,000) NET REPAYMENT OF SHORT-TERM DEBT - (2,665) OTHER 116 1,087 -------- -------- NET CASH USED IN FINANCING ACTIVITIES (6,599) (11,892) -------- -------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 9,444 (30,983) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 31,881 88,403 -------- -------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 41,325 $ 57,420 ======== ======== SUPPLEMENTAL INFORMATION: CASH PAID FOR INTEREST, NET OF AMOUNTS CAPITALIZED $ 11,727 $ 14,222 CASH PAID FOR INCOME TAXES 1,885 37 ROHR COMMON STOCK CONTRIBUTION TO DEFINED BENEFIT PENSION PLANS - 48,000
3 ROHR, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED) The consolidated balance sheet as of November 2, 1997, and statements of earnings and cash flows for the first quarters ended November 2, 1997, and November 3, 1996, 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 Form 10-K for the year ended July 31, 1997. PENDING MERGER WITH THE B. F. GOODRICH COMPANY On September 22, 1997, the Company and The B.F. Goodrich Company ("BFGoodrich") entered into a definitive agreement whereby Rohr will merge with BFGoodrich (the "Merger") in a tax-free stock-for-stock transaction which is expected to be accounted for as a pooling of interests. Under the terms of the transaction, the Company's shareholders will receive 0.7 shares of BFGoodrich common stock for each share of the Company's common stock. The transaction is subject to approval by the shareholders of both Companies and Rohr and BF Goodrich have scheduled shareholders' meetings on December 22, 1997. In regards to this Merger, BFGoodrich has filed a form S-4 registration statement with the Securities and Exchange Commission and joint proxy statements/prospectuses have been mailed to the shareholders of both Companies. ACQUISITION OF TOLO, INCORPORATED On November 7, 1997, subsequent to the end of the first quarter, Rohr acquired Tolo Incorporated ("Tolo"), a privately held company, for approximately $32.6 million in cash and deferred payments, which amount includes advances to Tolo for debt extinguishment. Tolo is an aerospace engineering and manufacturing company of approximately 220 employees, which produces a diverse product line for military and commercial applications. Tolo's sales for its fiscal year ending September 1997 were approximately $24 million. 4 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. In June 1989, a federal jury and a special master appointed by the federal court found the State of California also liable for the cleanup costs. On November 30, 1993, the special master released his "Findings of Fact, Conclusions of Law and Reporting Recommendations of the Special Master Regarding the State Share Fact Finding Hearing." In it, he allocated liability between the State of California and other parties. As this hearing did not involve the valuation of future tasks and responsibilities, the order did not specify dollar amounts of liability. The order, phrased in percentages of liability, recommended allocating liability on the CERCLA claims as follows: 65 percent to the State of California and 10 percent to the Stringfellow entities, leaving 25 percent to the generator/counterclaimants (including the Company) and other users of the site (or a maximum of up to 28 percent depending on the allocation of any Stringfellow entity orphan share). On the state law claims, the special master recommended a 95 percent share for the State of California, and 5 percent for the Stringfellow entities, leaving 0 percent for the generator/counterclaimants. This special master's finding was substantially approved by the federal judge but that decision is subject to an appeal. The Company and the other generators of wastes disposed at the Stringfellow site, which include numerous companies with assets and equity significantly greater than the Company, are jointly and severally liable for the share of cleanup costs for which the generators, as a group, may ultimately be found to be responsible. Notwithstanding, CERCLA liability is sometimes allocated among hazardous waste generators who used a waste disposal site based on the volume of hazardous waste they disposed at the site. 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 largest volume generator of wastes disposed at the Stringfellow site has indicated it is significantly dependent on insurance to fund its share of any cleanup costs, and that it is in litigation with certain of its insurers. From inception to date, the Company has expended approximately $4.1 million on clean-up costs for this site. The Company also estimates that its future clean-up expenditures for this site are likely to range from $5 million to $8 million over and above the sums spent to date. 5 The Company intends to continue to vigorously defend itself in the Stringfellow matter. Based upon the information currently available to it, including the fact that the Company has reached settlement agreements with its primary comprehensive general liability insurers with respect to this matter and has established reserves in connection with its expected future clean-up liabilities, the Company believes that the ultimate resolution of this matter will not have a material adverse effect on the financial position, liquidity or results of operations of the Company. On September 23, 1997 and October 1, 1997, lawsuits were filed in the California Superior Court in San Diego, California, against the Company, the members of the Company's Board of Directors and BFGoodrich, arising out of the Merger of the two companies. Each of these lawsuits is a purported class action filed on behalf of all Company shareholders, with Robert Schippers as named plaintiff in the first case and A. Carl Helwig and The Rainbow Fund, Inc. as named plaintiffs in the second case. Each lawsuit involves substantially identical allegations that the Company and the Company's Board of Directors breached their fiduciary duties to the Company's shareholders by entering into the Merger Agreement with BFGoodrich on an allegedly "preferential" basis, without performing a market check or open auction for the sale of the Company and without negotiations with all potential bidders for the Company. On October 22, 1997, a similar action was filed by Mary Jane Howard against the Company, certain of its directors, BFGoodrich, and a BFGoodrich subsidiary in the Delaware Court of Chancery. On October 6, 1997, a lawsuit was filed in the United States District Court for the Southern District of California against the Company, Robert Rau, Wallace Barnes, and Laurence Chapman. Mr. Rau is the President and Chief Executive Officer and a director of the Company, Mr. Barnes is the non-executive Chairman of the Board of the Company, and Mr. Chapman is the Chief Financial Officer of the Company. This lawsuit, a purported class action on behalf of all persons who sold the Company's common stock between September 15 and September 22, 1997 with Elysa Sher as named plaintiff. The suit alleges that the Company's press release on September 15, 1997, announcing that recently disclosed merger discussions with an unnamed third party had terminated, and related public statements on behalf of the Company, were false and misleading for failing to disclose that the proposal from the unnamed third party was still viable. It alleges that Mr. Rau and other executives of the Company were considering and actively pursuing the Merger and were attempting to obtain the necessary approvals from the Company Board to proceed with the transaction. 6 The Company believes that each of these lawsuits is without merit and will not delay the Merger. The Company is involved as plaintiff or defendant in various other legal and regulatory actions and inquiries incident to its business, none of which are believed by management to have a material adverse effect on the financial position or results of operations of the Company. Also see discussion on MD-95 program under "Management Discussion and Analysis - Results of Operations." ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's analysis of operating results for the first quarters ended November 2, 1997, and November 3, 1996, is presented below. Material developments in the Company's liquidity and capital resources since July 31, 1997, are also presented. These discussions should be read in conjunction with the financial statements and notes thereto 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, 1997. RESULTS OF OPERATIONS First Quarter Fiscal Year 1998 Compared to First Quarter Fiscal Year 1997 Sales for the first quarter of fiscal 1998 were $277.7 million, up 38 percent from $201.9 million in the first quarter of fiscal 1997. The increased sales resulted primarily from increased deliveries on most commercial programs. The Company's operating income for the first quarter of fiscal 1998 was $33.9 million, an operating margin of 12.2 percent. Operating income for the same period of the prior fiscal year was $21.8 million, an operating margin of 10.8 percent. Operating income has improved primarily due to the increase in sales. Contributing to the increased operating margin was a decrease in general and administrative expenses as a ratio to sales as well as improved manufacturing efficiencies. The Company's margin varies from contract to contract, so the sales mix in a given period can have a significant effect upon overall operating margins. 7 Net interest expense was $9.0 million for the first quarter of fiscal 1998 compared to $10.5 million for the first quarter of fiscal 1997. Interest expense declined primarily as a result of the pre-payment of senior debt in the fourth quarter of the prior fiscal year. Net income for the first quarter of fiscal 1998, which benefited from the factors described above, was $14.9 million or 55 cents per share. This compares to net income of $6.8 million or 29 cents per share for the first quarter of fiscal 1997. 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 $1.4 billion on November 2, 1997, compared to $1.5 billion on July 31, 1997. Approximately $0.7 billion of the $1.4 billion backlog is expected to be delivered in the remainder of fiscal 1998. (Sales during any period include 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. In August 1997, McDonnell Douglas Corporation merged with The Boeing Company ("Boeing") and on November 3, 1997, an announcement was made regarding product strategy for the McDonnell Douglas aircraft. This announcement indicated that production on the MD-90 program would end with existing orders in mid 1999. This is in line with the Company's estimates used to recognize an $84.5 million program loss during the prior fiscal year. Relative to the MD-95 program, Boeing's announcement indicated that it was committed to build the 50 MD-95s ordered by the launch customer AirTran (formerly ValuJet) with the first delivery scheduled for mid 1999. The announcement stated that Boeing is excited by the potential of the MD-95 as the newest and smallest member of the Boeing family of airplanes and that Boeing was working with customers to determine whether there is a market for a family of MD-95 derivatives. The MD-95 program is currently under development and the Company has invested $60.0 million through November 2, 1997, for design and development. The Company anticipates spending approximately $15 million more for preproduction costs through mid 1999, the aircraft's scheduled Federal Aviation Administration ("FAA") certification date. Most of this remaining $15 million of expenditures will occur prior to the flight test program scheduled to commence in April 1998. If the contract is canceled prior to FAA certification, the Company expects substantial recovery of these costs. If the aircraft is certified and actively marketed, the amount of these costs and initial production start-up costs recovered by the Company will depend upon the number of aircraft delivered. 8 LIQUIDITY AND CAPITAL RESOURCES On November 2, 1997, the Company had $47.4 million of cash, cash equivalents, and short-term investments. Cash provided by operating activities during the first quarter of fiscal 1998 totaled $16.7 million, compared to a use of cash of $23.3 million in the same period of the prior fiscal year. Contributing to the positive cash flow in the first quarter of fiscal 1998 was improved earnings and a higher level of deliveries. This was partially offset by an increase in working capital to support increased future deliveries. Net cash provided by operations is subject to significant variations from period to period. The Company's net inventory increased from $227.2 million on July 31, 1997, to $260.3 million on November 2, 1997. The inventory increased due to an increase in pre-production inventory on the MD-95 program as well as inventory needed to meet accelerating deliveries on existing contracts. The Company expects to increase its investment in inventory in connection with the start-up of the MD-95 program and increased delivery rates on existing contracts. Additionally, the Company continues to seek new business opportunities which would require future investments. The Company believes the Merger with BFGoodrich will provide financial resources to pursue these opportunities. The Company's total financings were $482.4 million on November 2, 1997, compared to $483.5 million on July 31, 1997. Total financings include balance sheet debt, $18.4 million of equipment leases, and a $40.0 million ongoing accounts receivable sales program. In September 1997, the Company extended the accounts receivable sales program to December 31, 1997. Subsequent to the end of the first quarter, the Company acquired Tolo, Inc. for $32.6 million, as discussed above, which included a deferred payment of $13.3 million. In contemplation of the proposed Merger with BFGoodrich the Company ceased efforts to implement a new credit agreement. Immediately following the Merger, the Company will receive financing from BFGoodrich, which will be used to refinance most of the Company's debt and provide additional future liquidity. In addition, the Company intends to enter into uncommitted short-term credit lines with one or more banks. In the event that the Merger does not occur, the Company intends to enter into a new credit agreement promptly. 9 The Company's $100 million 11.625% Senior Notes contain a covenant which would be breached on the date of the Merger in that the Company would not be in compliance with a minimum earnings to fixed charge ratio. This is due to the operating loss recognized on the MD-90 contract in the prior fiscal year as discussed in "Results of Operations." The Company has commenced a conditional tender offer for all of the Senior Notes, together with an amendment to the indenture eliminating most covenants. This conditional tender offer and the amendment to the covenants are expected to become effective upon the Merger. The Company has also sent notices to the holders of its 9.33% and 9.35% notes of its intent to prepay, in mid December 1997, the remaining balance of these notes. Promptly after the Merger, the Company intends to deposit monies in trust accounts that will be used to redeem, in calendar 1998, its 9.25% Subordinated Debentures, its 7% Convertible Debentures and its 7.75% Convertible Notes. The Company estimates it will incur an aggregate charge of approximately $25 million for debt extinguishment costs. - -------------------------------------------------------------------------------- Forward-Looking Information is Subject to Risk and Uncertainty This document contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, that involve risk and uncertainty. The additional preproduction investment that the Company will make on the MD-95 program, and the timing of that investment, may differ from that projected in the forward-looking statements if the cost of MD-95 product and tooling design, tooling manufacturing and production planning exceeds the Company's estimates. - -------------------------------------------------------------------------------- 10 PART II. OTHER INFORMATION 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 September 22, 1997, was filed on September 30, 1997, by the Company under Item 5, "Other Events," discussing (i) that BFGoodrich and the Company signed a definitive agreement for the Company to merge with BFGoodrich and (ii) the filing of a purported class action lawsuit alleging that the Company and its board of directors breached their fiduciary duties by entering into a preferential sale of the Company to BFGoodrich. ___________________________ *Exhibits filed with this report. 11 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. December 2, 1997 By: /s/ L. A. CHAPMAN ---------------------------------- L. A. Chapman Senior Vice President and Chief Financial Officer December 2, 1997 By: /s/ A. L. MAJORS ---------------------------------- A. L. Majors Vice President and Controller (Chief Accounting Officer) 12 EX-11.1 2 CALCULATION OF PRIMARY NET INCOME PER SHARE EXHIBIT 11.1 ROHR, INC. AND SUBSIDIARIES --------------------------- CALCULATION OF PRIMARY NET INCOME PER SHARE ------------------------------------------- OF COMMON STOCK --------------- (IN THOUSANDS EXCEPT FOR PER SHARE DATA) ----------------------------------------
FIRST QUARTER ENDED ------------------- NOV. 2, NOV. 3, 1997 1996 -------- -------- Net income applicable to primary earnings per common share $14,867 $ 6,787 ======= ======= Common stock and common stock equivalents: Average shares of common stock outstanding during the period 25,469 22,500 Net effect of common stock equivalents (principally stock options and warrants) 1,399 934 ------- ------- Total common stock and common stock equivalents 26,868 23,434 ======= ======= Primary net income per average share of common stock $ 0.55 $ 0.29 ======= =======
13 EX-11.2 3 CALULATION OF FULLY DILUTED NET INCOME PER SHARE EXHIBIT 11.2 ROHR, INC. AND SUBSIDIARIES --------------------------- CALCULATION OF FULLY DILUTED NET INCOME PER SHARE ------------------------------------------------- OF COMMON STOCK - UNAUDITED --------------------------- (IN THOUSANDS EXCEPT FOR PER SHARE DATA) ----------------------------------------
FIRST QUARTER ENDED ------------------- NOV. 2, NOV. 3, 1997 1996 -------- -------- Net income applicable to primary earnings per common share $14,867 $ 6,787 Add back interest and issue expense on convertible debentures and notes - net of tax adjustment 1,457 250 ------- ------- Net income applicable to fully diluted earnings per share $16,324 $ 7,037 ======= ======= Average number of shares outstanding on a fully diluted basis: Shares used in calculating primary earnings per share 26,868 23,434 Fully diluted options and awards 84 - Shares issuable on conversion of debentures and notes 4,573 1,905 ------- ------- Average number of shares outstanding on a fully diluted basis 31,525 25,339 ======= ======= Fully diluted net income per average common share $0.52 $0.28 ======= =======
14 EX-27 4 FINANCIAL DATA SCHEDULE
5 THIS 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 3-MOS JUL-31-1998 NOV-2-1997 41,325 6,070 162,184 0 260,280 526,806 530,300 (341,067) 918,331 218,721 405,387 0 0 25,675 230,606 918,331 0 277,663 0 236,728 7,077 0 8,996 24,862 9,995 14,867 0 0 0 14,867 0.55 0.52
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