-----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, oeDLKqEb6A0thPvm/48u/fPZgOUSbG3h8jbKvXw1kesVC9D4ITpatO4YydTMVyIn AwxUQchEUY/9Tkv/VlBsIw== 0000089498-94-000002.txt : 19940216 0000089498-94-000002.hdr.sgml : 19940216 ACCESSION NUMBER: 0000089498-94-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940101 FILED AS OF DATE: 19940214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHAW INDUSTRIES INC CENTRAL INDEX KEY: 0000089498 STANDARD INDUSTRIAL CLASSIFICATION: 2273 IRS NUMBER: 581032521 STATE OF INCORPORATION: GA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 34 SEC FILE NUMBER: 001-06853 FILM NUMBER: 94507843 BUSINESS ADDRESS: STREET 1: 616 E WALNUT AVE STREET 2: P O DRAWER 2128 CITY: DALTON STATE: GA ZIP: 30720 BUSINESS PHONE: 4042783812 10-Q 1 QUARTERLY REPORT FOR PERIOD JANUARY 1, 1994 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________ FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 1, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from________________________to__________________ Commission file number 1-6853 SHAW INDUSTRIES, INC. (Exact name of registrant as specified in its charter) GEORGIA (State or other jurisdiction of incorporation or organization) 58-1032521 (I.R.S. Employer Identification No.) 616 E. WALNUT AVENUE, DALTON, GEORGIA 30720 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (706) 278-3812 NOT APPLICABLE Former name, former address and former fiscal year, if changed since last report. Indicate by check [X] 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 [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: February 4, 1994 -143,822,962 shares SHAW INDUSTRIES, INC. FORM 10- Q JANUARY 1, 1994 I N D E X PART I - FINANCIAL INFORMATION PAGE NUMBER Consolidated Balance Sheets - January 1, 1994 and July 3, 1993 1-2 Consolidated Statements of Income and Retained Earnings - For the Three Months Ended January 1, 1994 and December 26, 1992 3 For the Six Months Ended January 1, 1994 and December 26, 1992 4 Consolidated Statements of Cash Flows - For the Six Months Ended January 1, 1994 and December 26, 1992 5 Notes to Consolidated Financial Statements 6-8 Management's Discussion and Analysis of Financial Condition and Results of Operations 9-10 PART II - OTHER INFORMATION 11-12 SIGNATURES 13 PART 1 - ITEM ONE - FINANCIAL INFORMATION SHAW INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) ASSETS
January 1, 1994 July 3, 1993 -------------- -------------- CURRENT ASSETS: Cash $ 12,741,000 $ 35,807,000 -------------- -------------- Temporary cash investments 19,998,000 11,738,000 -------------- -------------- Accounts and notes receivable, less allowance for doubtful accounts and discounts of $13,051,000 and $14,342,000 307,786,000 307,241,000 -------------- -------------- Inventories - Raw materials 205,100,000 191,684,000 Work-in-process 26,890,000 24,066,000 Finished goods 211,373,000 185,977,000 -------------- -------------- 443,363,000 401,727,000 -------------- -------------- Prepaid expenses 26,445,000 4,080,000 -------------- -------------- TOTAL CURRENT ASSETS 810,333,000 760,593,000 -------------- -------------- PROPERTY, PLANT AND EQUIPMENT, at cost: Land and land improvements 24,777,000 17,484,000 Building and leasehold improvements 220,212,000 196,984,000 Machinery and equipment 709,061,000 641,080,000 Construction in progress 41,837,000 19,878,000 -------------- -------------- 995,887,000 875,426,000 Less - Accumulated depreciation 444,014,000 401,988,000 -------------- -------------- 551,873,000 473,438,000 -------------- -------------- OTHER ASSETS 92,060,000 46,379,000 -------------- -------------- TOTAL ASSETS $ 1,454,266,000 $ 1,280,410,000 ============== ============== -1- LIABILITIES AND SHAREHOLDERS' INVESTMENT January 1, 1994 July 3, 1993 -------------- -------------- CURRENT LIABILITIES: Notes payable $ 20,000,000 $ 20,000,000 Current maturities of long-term debt 71,521,000 69,648,000 Accounts payable 164,359,000 140,044,000 Accrued liabilities 117,008,000 95,605,000 Accrued income taxes -0- 1,349,000 -------------- -------------- TOTAL CURRENT LIABILITIES 372,888,000 326,646,000 -------------- -------------- LONG-TERM DEBT, less current maturities above 317,914,000 248,309,000 -------------- -------------- DEFERRED INCOME TAXES 29,437,000 26,700,000 -------------- -------------- OTHER CREDITS 10,197,000 8,707,000 -------------- -------------- SHAREHOLDERS' INVESTMENT: Common stock, no par, $1.11 stated value, authorized 500,000,000 shares; 143,522,462 shares issued at January 1, 1994 and 71,551,798 shares issued at July 3, 1993 159,311,000 79,423,000 Paid-in capital 217,348,000 293,608,000 Foreign currency translation adjustment (594,000) 131,000 Retained earnings 348,234,000 297,754,000 -------------- -------------- 724,299,000 670,916,000 Less -Unearned compensation 469,000 868,000 -------------- -------------- Total Shareholders' Investment 723,830,000 670,048,000 -------------- -------------- TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT $ 1,454,266,000 $ 1,280,410,000 ============== ============== The accompanying notes are an integral part of these consolidated financial statements. -2- SHAW INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED) THREE MONTHS ENDED ------------------------------------ January 1, 1994 December 26, 1992 -------------- -------------- NET SALES $ 638,173,000 $ 585,395,000 -------------- -------------- COSTS AND EXPENSES: Cost of sales 508,479,000 470,506,000 Selling expense 54,076,000 47,352,000 General and administrative expense 24,830,000 20,249,000 -------------- -------------- 587,385,000 538,107,000 -------------- -------------- OPERATING INCOME 50,788,000 47,288,000 -------------- -------------- OTHER EXPENSE (INCOME): Interest expense 6,911,000 7,420,000 Interest income (484,000) (68,000) -------------- -------------- Interest, net 6,427,000 7,352,000 Miscellaneous, net (2,177,000) 34,000 -------------- -------------- Total 4,250,000 7,386,000 -------------- -------------- INCOME BEFORE INCOME TAXES 46,538,000 39,902,000 -------------- -------------- PROVISION FOR INCOME TAXES 17,266,000 15,362,000 -------------- -------------- NET INCOME $ 29,272,000 $ 24,540,000 ============== ============== EARNINGS PER COMMON SHARE: Primary $ .20 $ .18 ============== ============== Fully diluted $ .20 $ .18 ============== ============== RETAINED EARNINGS: Beginning of period $ 325,417,000 $ 233,558,000 Add-net income 29,272,000 24,540,000 Deduct - dividends paid 6,455,000 4,963,000 -------------- -------------- End of period $ 348,234,000 $ 253,135,000 ============== ============== The accompanying notes are an integral part of these consolidated financial statements. -3- SHAW INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED) SIX MONTHS ENDED ------------------------------------ January 1, 1994 December 26, 1992 -------------- -------------- NET SALES $ 1,287,689,000 $ 1,132,217,000 -------------- -------------- COSTS AND EXPENSES: Cost of sales 1,020,694,000 908,614,000 Selling expense 105,634,000 93,475,000 General and administrative expense 49,453,000 40,351,000 -------------- -------------- 1,175,781,000 1,042,440,000 -------------- -------------- OPERATING INCOME 111,908,000 89,777,000 -------------- -------------- OTHER EXPENSE (INCOME): Interest expense 12,747,000 14,502,000 Interest income (772,000) (114,000) -------------- -------------- Interest, net 11,975,000 14,388,000 Miscellaneous, net (2,153,000) 16,000 -------------- -------------- Total 9,822,000 14,404,000 -------------- -------------- INCOME BEFORE INCOME TAXES 102,086,000 75,373,000 -------------- -------------- PROVISION FOR INCOME TAXES 38,718,000 29,018,000 -------------- -------------- NET INCOME $ 63,368,000 $ 46,355,000 ============== ============== EARNINGS PER COMMON SHARE: Primary $ .44 $ .34 ============== ============== Fully diluted $ .44 $ .34 ============== ============== RETAINED EARNINGS: Beginning of period $ 297,754,000 $ 216,693,000 Add-net income 63,368,000 46,355,000 Deduct - dividends paid 12,888,000 9,913,000 -------------- -------------- End of period $ 348,234,000 $ 253,135,000 ============== ============== The accompanying notes are an integral part of these consolidated financial statements. -4- SHAW INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED -------------------- January 1, 1994 December 26, 1992 -------------- -------------- OPERATING ACTIVITIES: Net Income $ 63,368,000 $ 46,355,000 -------------- -------------- Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and amortization 42,944,000 33,930,000 Provision for doubtful accounts 6,343,000 4,800,000 Stock option compensation expense 399,000 398,000 Change in assets and liabilities, net of acquisitions: Accounts receivable 34,405,000 (4,885,000) Inventories (9,407,000) 47,598,000 Prepaid expenses (21,998,000) (3,725,000) Other assets (3,566,000) (12,034,000) Trade accounts payable (9,977,000) (7,683,000) Other accrued liabilities (2,097,000) (2,621,000) Income taxes payable (1,454,000) (7,215,000) Deferred income taxes 2,737,000 1,898,000 Other, net 147,000 843,000 -------------- -------------- Total Adjustments 38,476,000 51,304,000 -------------- -------------- Net Cash Provided by Operating Activities 101,844,000 97,659,000 -------------- -------------- INVESTING ACTIVITIES: Additions to property, plant and equipment (56,610,000) (18,676,000) Purchase of Abingdon Carpets (20,802,000) 0 Purchase of Capital Carpet Industries (41,624,000) 0 Decrease in temporary cash investments 589,000 0 Purchase of polypropylene fiber business 0 (93,000,000) -------------- -------------- Net Cash Used in Investing Activities (118,447,000) (111,676,000) -------------- -------------- FINANCING ACTIVITIES: Principal payments under capital lease obligations (2,370,000) (5,867,000) Increase in long-term debt 45,000,000 0 Principal payments on long-term debt (33,387,000) (24,690,000) Increase in short-term notes payable 0 15,000,000 Exercise of stock options 575,000 501,000 Dividends paid (12,888,000) (9,913,000) Purchase and retirement of common stock (3,393,000) 0 Proceeds from sale of stock 0 125,326,000 -------------- -------------- Net Cash (Used) Provided in Financing Activities (6,463,000) 100,357,000 -------------- -------------- NET INCREASE (DECREASE) IN CASH (23,066,000) 86,340,000 CASH AT BEGINNING OF PERIOD 35,807,000 16,703,000 -------------- -------------- CASH AT END OF PERIOD $ 12,741,000 $ 103,043,000 ============== ============== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for - Interest $ 11,707,000 $ 14,155,000 Income taxes $ 44,996,000 $ 35,839,000 Noncash capital lease obligations $ 378,000 $ 1,052,000 The accompanying notes are an integral part of these consolidated financial statements. -5-
SHAW INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 1, 1994 (UNAUDITED) _______________________________________________________________ 1. The financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading. These financial statements should be read in conjunction with the financial statements and related notes contained in the 1993 Annual Report on Form 10-K. In the opinion of management, the financial statements contain all adjustments necessary to present fairly the financial position as of January 1, 1994 and the results of operations for the three and six months then ended and cash flows for the six months then ended. These adjustments were of a normal recurring nature. The results of operations for the six months ended January 1, 1994 are not necessarily indicative of the results to be expected for the year ending July 2, 1994. The Company uses the last-in, first-out (LIFO) method of valuing substantially all of its inventories in order to more properly match current costs against current revenues, thereby reducing the effects of inflation on earnings. If LIFO inventories were valued at current costs, the inventories would have been $8,061,000 and $5,984,000 lower at January 1, 1994 and at July 3, 1993, respectively. Certain of the Company's physical inventories are taken on a weekly, monthly or quarterly basis and the Company computes the LIFO inventory amount on a quarterly basis after considering anticipated prices, quantities and product mix as of year-end. During the quarter ended January 1, 1994, the Company completed a two-for-one split of its common stock. The stock split was effected in the form of a 100 percent stock dividend on the company's common stock, which was distributed on December 22, 1993 to owners of record at the close of business on December 8, 1993. For all periods shown, financial data have been restated to reflect the split. 2. The weighted average number of shares used in computing earnings per share for the three months and six months ended January 1, 1994 and December 26, 1992 were as follows: Three Months Ended January 1, 1994 December 26, 1992 Primary 145,426,701 136,231,608 Fully diluted 145,575,368 136,320,034 -6- Six Months Ended January 1, 1994 December 26, 1992 Primary 145,256,565 135,430,010 Fully diluted 145,287,939 135,552,350 See Computation of Per Share Earnings - Exhibit 11. 3. During the first quarter of fiscal 1994, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes." SFAS No. 109 requires a change in accounting for income taxes to the asset and liability approach. SFAS No. 109 uses the method under which deferred tax assets and liabilities are determined based on the difference between the financial accounting and tax accounting basis of assets and liabilities. Deferred tax assets or liabilities at the end of each period are determined using the currently enacted tax rate expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be realized. There was no cumulative effect resulting from this change. Components of the net deferred income tax liability at July 3, 1993 are shown below (in thousands): Deferred income tax assets: Accrued advertising expense not currently deductible $ 4,576 Reserve for cash discounts and bad debts 5,588 Employee benefit accruals not currently deductible 12,587 Reserve for returns and allowances 7,994 30,745 Deferred income tax liabilities: Book basis of inventory over tax basis (18,995) Property tax accrual (1,685) Book basis of property, plant and equipment over tax basis (35,112) Other (2,596) (58,388) Net deferred income tax liability $(27,643) Accrued income taxes include $943,000 of current deferred income taxes at July 3, 1993. 4. On September 25, 1992, the Company acquired Amoco Fabrics and Fibers Company's ("Amoco Fibers") polypropylene carpet fiber inventories and manufacturing facilities located in Andalusia, Alabama, and Bainbridge, Georgia. The Company is now producing polypropylene carpet fiber at these facilities for both its own use and for sale to other manufacturers. The acquisition has been accounted for as a purchase transaction, and accordingly, the results of Amoco Fibers have been included in the Company's financial statements since September 26, 1992. -7- On March 31, 1993, the Company acquired Kosset Carpets Ltd., in Bradford, England. This launched Shaw's direct marketing efforts into the United Kingdom and European market segments. Kosset, the largest single site manufacturer of carpet in England, produces both tufted and Axminster woven products. The acquisition has been accounted for as a purchase transaction, and accordingly, the results of operations of Kosset have been included in the Company's financial statements since April 1, 1993. On July 12, 1993, the Company formed a joint venture through which it acquired an interest in Capital Carpet Industries, Pty., Ltd., ("CCI") Melbourne, Victoria, Australia and Invicta Group Industries, Pty., Ltd., Braybrook, Victoria, Australia, enabling the Company to participate in a government-supported rationalization of the Australian carpet industry. On November 4, 1993, the Company acquired the remaining interest in the joint venture. Until November 4, 1993, the investment was accounted for using the equity method, and accordingly, the Company included its share of CCI's income in other income. Subsequent to November 4, 1993, the results of operations of CCI are included in the accompanying financial statements. On September 10, 1993, the Company acquired Abingdon Carpets, Gwent, Wales. Abingdon is a British producer of medium priced tufted carpets and carpet yarns. The acquisition has been accounted for as a purchase transaction, and accordingly, the results of operations of Abingdon are included in the accompanying financial statements since September 10, 1993. The results of operations of CCI and Abingdon are not material to the results of operations of Shaw Industries, Inc. for the three and six months ended January 1, 1994 and December 26, 1992, respectively. On January 9, 1994, the Company announced that it had entered into an agreement to form a joint venture with Grupo Industrial Alfa, S.A. de C.V. of Monterrey, Mexico for the manufacture, distribution and marketing of carpets, rugs and related products in Mexico and South America. The transaction is subject to approval by the Boards of Directors of both companies, negotiation of additional agreements and any necessary government filings. -8- SHAW INDUSTRIES, INC. ITEM TWO-MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES The Company's business, as well as the United States' carpet industry in general, is cyclical in nature and is significantly affected by general economic conditions. The level of carpet sales tends to reflect fluctuations in consumer spending for durable goods, and to a lesser extent, fluctuations in interest rates and new housing starts. The rate of improvement in business activity for the industry slowed during the quarter ended January 1, 1994. However, there are expectations for stronger business conditions during the spring and summmer of 1994. The Company's working capital at January 1, 1994, of $437.4 million is comparable to the prior quarter and year-end. Operating activities during the six months ended January 1, 1994, provided a strong cash flow to fund investing and financing activities. Net cash provided by operating activities in the six months totaled $101.8 million and was provided principally from net income of $63.4 million and depreciation and amortization of $42.9 million. Cash flow used in investing activities in the six months totaled $118.4 million. Cash was used principally for additions to property, plant and equipment of $56.6 million, $20.8 million to acquire Abingdon Carpets and $41.6 million to acquire CCI in Australia. The principal cash used in financing activities was for capital lease payments of $2.4 million, cash dividends of $12.9 million, the purchase and retirement of common stock of $3.4 million and payments on long-term debt of $33.4 million. The principal source of cash provided by financing activities was additional long-term borrowings of $45.0 million. The Company's liquidity condition remains strong. Conservation of capital and the maintenance of a strong balance sheet have enabled the Company to become a preeminent force in the carpet industry. Capital expenditures (including capital lease obligations but not including the Abingdon Carpets purchase and the Australian purchase) for incremental additions and modifications to plant and equipment necessary to maintain the facilities in a modern state-of-the-art condition were $57.0 million for six months ended January 1, 1994. During the remainder of fiscal 1994, the Company will continue to expand and upgrade its tufting, dyeing, finishing, yarn processing, distribution, transportation and materials handling equipment to meet an anticipated increase in sales volume and to improve efficiency. Management anticipates capital expenditures and capitalized lease obligations of approximately $45.0 million during the remainder of fiscal 1994 which will be funded through cash flow from operations and, if appropriate, through additional sources of long-term capital. The Company has short-term credit lines with banks aggregating $50.0 million of which $30.0 million was unused at January 1, 1994. The Company believes it could expand its lines of credit and long-term bank facilities, if necessary. -9- RESULTS OF OPERATIONS THREE MONTHS ENDED JANUARY 1, 1994 COMPARED TO THREE MONTHS ENDED DECEMBER 26, 1992 Net sales increased $52,778,000, or 9.0 percent, primarily as a result of incremental sales due to acquisitions which was offset in part by a decrease of 6.0 percent in the average sales value of finished carpet as a result of a lower sales mix. Results for the three months ended January 1, 1994 included sales of $57,766,000 attributable to acquisitions as described in Note 4 to the Consolidated Financial Statements included herein. Gross profit margins increased .7 percent to 20.3 percent from 19.6 percent for the current three months compared to the same period last year principally as a result of an improvement in the efficiency relationship of volume and fixed costs. Selling, general and administrative expense increased $11,305,000 in the current three months compared to the same period last year, and increased .8 percent to 12.4 percent of net sales due primarily to continued sales efforts to increase customer demand in a sluggish economy. Interest expense, net, decreased $925,000 to $6,427,000 in the current three months compared to the same period last year due primarily to a decrease in outstanding short-term borrowings. Miscellanous income, net includes a $2,592,000 gain related to insurance proceeds in excess of book value of several plants damaged in a major winter storm. The effective income tax rate decreased from 38.5 percent to 37.1 percent for the current three months compared to the same period last year primarily due to deferred income tax adjustments. RESULTS OF OPERATIONS SIX MONTHS ENDED JANUARY 1, 1994 COMPARED TO SIX MONTHS ENDED DECEMBER 26, 1992 Net sales increased $155,472,000 or 13.7% percent, primarily as a result of an increase in the volume of shipments. Results for the six months ended January 1, 1994 included sales of $90,089,000 attributable to acquisitions. Gross profit margins increased .9 percent to 20.7 percent of net sales for the current six months compared to the same period last year principally as a result of an increase in the efficiency relationship of volume and fixed costs. Selling, general and administrative expense increased $21,261,000 in the current six months compared to the same period last year, and increased .2 percent to 12.0 percent of net sales due primarily to continued sales efforts to increase customer demand in a sluggish economy. Interest expense, net, decreased $2,413,000 to $11,975,000 in the current six months compared to the same period last year due principally to an decrease in short-term borrowings. Miscellanous income, net includes a $2,592,000 gain related to insurance proceeds in excess of book value of several plants damaged in a major winter storm. The effective income tax rate decreased .6 percent to 37.9 percent for the current six months compared to the same period last year primarily due to deferred income tax adjustments. -10- PART II - OTHER INFORMATION ITEM ONE - LEGAL PROCEEDINGS The Company is subject to claims and suits arising in the course of its business. In April, 1993, the Company became a defendant in certain litigation alleging personal injury resulting from personal exposure to volatile organic compounds found in carpet produced by the Company. The complaints seek injunctive relief and unspecified money damages on all claims. The Company has denied any liability. In May, 1993, the Company became a defendant in certain litigation alleging violation of both federal and state laws relating to unfair competition. The complaint seeks an injunction regarding the unfair competition claims and money damages. The Company has denied any liability. The Company believes that it has meritorious defenses in these suits and that the litigation will not have a material adverse effect on the Company's financial condition or results of operations. The Company will vigorously defend these suits. ITEM TWO - CHANGES IN SECURITIES None ITEM THREE - DEFAULTS UPON SENIOR SECURITIES None ITEM FOUR - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the Annual Meeting of Shareholders, held on November 4, 1993, the shareholders elected three Class I directors, as provided for in the Articles of Incorporation and By-Laws of the Company, and approved four proposals amending the Restated Articles of Incorporation to: 1) increase authorized common stock; 2) to limit directors' liability; 3) to idemnify directors and officers and 4) to adopt the minimum shareholder vote required under state law. The results of voting on the foregoing matters were as follows: PROPOSAL 1. ELECTION OF CLASS I DIRECTORS: Nominee For Authority Withheld J. C. Shaw 57,766,452 1,088,893 Robert E. Shaw 57,766,347 1,088,998 Clifford M. Kirtland, Jr. 58,278,639 576,706 FOR AGAINST ABSTAIN PROPOSAL 2. PROPOSAL TO AMEND THE RESTATED ARTICLES OF INCORPORATION TO INCREASE AUTHORIZED COMMON STOCK 54,577,020 4,087,185 107,651 PROPOSAL 3. PROPOSAL TO AMEND THE RESTATED ARTICLES OF INCORPORATION TO LIMIT DIRECTORS' LIABILITY 54,313,123 4,262,466 196,115 -11- FOR AGAINST ABSTAIN PROPOSAL 4. PROPOSAL TO AMEND THE RESTATED ARTICLES OF INCORPORATION TO INDEMNIFY DIRECTORS AND OFFICERS 56,287,303 2,309,213 212,649 PROPOSAL 5. PROPOSAL TO AMEND THE RESTATED ARTICLES OF INCORPORATION TO ADOPT THE MINIMUM SHAREHOLDER VOTE REQUIRED UNDER STATE LAW 50,798,752 1,930,149 139,292 ITEM FIVE - OTHER INFORMATION None ITEM SIX - EXHIBITS AND REPORTS ON FORM 8-K (A) Exhibits - Computation of Per Share Earnings (Exhibit 11) (B) No reports on Form 8-K have been filed during the fiscal quarter ended January 1, 1994. -12- SIGNATURES 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 SHAW INDUSTRIES, INC. (The Registrant) DATE: February 14, 1994 /s/ Robert E. Shaw Robert E. Shaw President and Chief Executive Officer DATE: February 14, 1994 /s/ William C. Lusk, Jr. William C. Lusk, Jr. Senior Vice President and Treasurer (Principal Financial Officer) -13- EX-11 2 COMPUTATION OF PER SHARE EARNINGS SHAW INDUSTRIES, INC. COMPUTATION OF PER SHARE EARNINGS FOR THE THREE AND SIX MONTHS ENDED JANUARY 1, 1994 AND DECEMBER 26, 1992 ------------------------------------------------------------------------ (In Thousands, Except Per Share Data) (Unaudited)
Three Months Ended Six Months Ended -------------------------- ------------------------- January 1, December 26, January 1, December 26, 1994 1992 1994 1992 PRIMARY: Weighted average common shares outstanding 143,446 133,794 143,279 132,896 Additional shares assuming exercise of stock options 1,981 2,438 1,978 2,534 ---------- ------------ --------- --------- Average common shares outstanding, as adjusted 145,427 136,232 145,257 135,430 ========== ============ ========= ========= Net Income $ 29,272 $ 24,540 63,368 46,355 ========== ============ ========= ========= Primary earnings per common share $ 0.20 $ 0.18 $ 0.44 $ 0.34 ========== ============ ========= ========= FULLY DILUTED: Weighted average common shares outstanding 143,446 133,794 143,279 132,896 Additional shares assuming exercise of stock options 2,129 2,526 2,009 2,656 ---------- ------------ --------- --------- Average common shares outstanding, as adjusted 145,575 136,320 145,288 135,552 ========== ============ ========= ========= Net Income $ 29,272 $ 24,540 $ 63,368 $ 46,355 ========== ============ ========= ========= Fully diluted earnings per common share $ 0.20 $ 0.18 $ 0.44 $ 0.34 ========== ============ ========= ========= -14-
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