-----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, diHkQHIDr6L9f4wnU+We+HS1uVSj2+Jun26DgfVra4Na3LpOnsKRq9itAk5Lo5LQ lYltEBjsvRgzj5vrkXU+NQ== 0000089498-94-000003.txt : 19940518 0000089498-94-000003.hdr.sgml : 19940518 ACCESSION NUMBER: 0000089498-94-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940402 FILED AS OF DATE: 19940516 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: 1934 Act SEC FILE NUMBER: 001-06853 FILM NUMBER: 94528519 BUSINESS ADDRESS: STREET 1: 616 E WALNUT AVE STREET 2: P O DRAWER 2128 CITY: DALTON STATE: GA ZIP: 30720 BUSINESS PHONE: 4042783812 MAIL ADDRESS: STREET 1: 616 E WALNUT AVE STREET 2: P O DRAWER 2128 CITY: DALTON STATE: GA ZIP: 30720 10-Q 1 QUARTERLY REPORT FOR PERIOD APRIL 2, 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 April 2, 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: May 7, 1994 - 143,928,362 shares SHAW INDUSTRIES, INC. FORM 10- Q APRIL 2, 1994 I N D E X PART I - FINANCIAL INFORMATION PAGE NUMBER Consolidated Balance Sheets - April 2, 1994 and July 3, 1993 1-2 Consolidated Statements of Income and Retained Earnings - For the Three Months Ended April 2, 1994 and March 27, 1993 3 For the Nine Months Ended April 2, 1994 and March 27, 1993 4 Consolidated Statements of Cash Flows - For the Nine Months Ended April 2, 1994 and March 27, 1993 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 SIGNATURES 12 PART 1 - ITEM ONE - FINANCIAL INFORMATION SHAW INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) ASSETS
April 2, 1994 July 3, 1993 -------------- -------------- CURRENT ASSETS: Cash $ 3,967,000 $ 35,807,000 -------------- -------------- Temporary cash investments 30,400,000 11,738,000 -------------- -------------- Accounts and notes receivable, less allowance for doubtful accounts and discounts of $15,639,000 and $14,342,000 332,076,000 307,241,000 ------------- -------------- Inventories - Raw materials 233,722,000 191,684,000 Work-in-process 32,480,000 24,066,000 Finished goods 231,790,000 185,977,000 -------------- -------------- 497,992,000 401,727,000 -------------- -------------- Prepaid expenses 42,053,000 4,080,000 -------------- -------------- TOTAL CURRENT ASSETS 906,488,000 760,593,000 -------------- -------------- PROPERTY, PLANT AND EQUIPMENT, at cost: Land and land improvements 25,085,000 17,484,000 Building and leasehold improvements 220,699,000 196,984,000 Machinery and equipment 718,914,000 641,080,000 Construction in progress 68,696,000 19,878,000 -------------- -------------- 1,033,394,000 875,426,000 Less - Accumulated depreciation 459,756,000 401,988,000 -------------- -------------- 573,638,000 473,438,000 -------------- -------------- OTHER ASSETS 96,275,000 46,379,000 -------------- -------------- TOTAL ASSETS $ 1,576,401,000 $ 1,280,410,000 ============== ============== -1- LIABILITIES AND SHAREHOLDERS' INVESTMENT April 2 1994 July 3, 1993 -------------- -------------- CURRENT LIABILITIES: Notes payable $ 85,000,000 $ 20,000,000 Current maturities of long-term debt 62,026,000 69,648,000 Accounts payable 190,260,000 140,044,000 Accrued liabilities 133,976,000 95,605,000 Accrued income taxes -0- 1,349,000 -------------- -------------- TOTAL CURRENT LIABILITIES 471,262,000 326,646,000 -------------- -------------- LONG-TERM DEBT, less current maturities above 318,982,000 248,309,000 -------------- -------------- DEFERRED INCOME TAXES 32,264,000 26,700,000 -------------- -------------- OTHER CREDITS 10,300,000 8,707,000 -------------- -------------- SHAREHOLDERS' INVESTMENT: Common stock, no par, $1.11 stated value, authorized 500,000,000 shares; 143,897,062 shares issued at April 2, 1994 and 71,551,798 shares issued at July 3, 1993 159,727,000 79,423,000 Paid-in capital 217,880,000 293,608,000 Foreign currency translation adjustment 607,000 131,000 Retained earnings 365,649,000 297,754,000 -------------- -------------- 743,863,000 670,916,000 Less -Unearned compensation 270,000 868,000 -------------- -------------- Total Shareholders' Investment 743,593,000 670,048,000 -------------- -------------- TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT $ 1,576,401,000 $ 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 ------------------------------------ April 2, 1994 March 27 1993 -------------- -------------- NET SALES $ 620,126,000 $ 519,318,000 -------------- -------------- COSTS AND EXPENSES: Cost of sales 493,928,000 418,811,000 Selling expense 53,496,000 48,014,000 General and administrative expense 26,750,000 20,602,000 -------------- -------------- 574,174,000 487,427,000 -------------- -------------- OPERATING INCOME 45,952,000 31,891,000 -------------- -------------- OTHER EXPENSE (INCOME): Interest expense 6,615,000 6,192,000 Interest income (192,000) (216,000) -------------- -------------- Interest, net 6,423,000 5,976,000 Miscellaneous, net (675,000) (339,000) -------------- -------------- Total 5,748,000 5,637,000 -------------- -------------- INCOME BEFORE INCOME TAXES 40,204,000 26,254,000 -------------- -------------- PROVISION FOR INCOME TAXES 14,879,000 9,658,000 -------------- -------------- NET INCOME $ 25,325,000 $ 16,596,000 ============== ============== EARNINGS PER COMMON SHARE: Primary $ .17 $ .12 ============== ============== Fully diluted $ .17 $ .12 ============== ============== RETAINED EARNINGS: Beginning of period $ 348,234,000 $ 253,135,000 Add-net income 25,325,000 16,596,000 Deduct - dividends paid 7,910,000 6,410,000 -------------- -------------- End of period $ 365,649,000 $ 263,321,000 ============== ============== The accompanying notes are an integral part of these consolidated financial statements. -3- SHAW INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED) NINE MONTHS ENDED ------------------------------------ April 2, 1994 March 27, 1993 -------------- -------------- NET SALES $ 1,907,814,000 $ 1,651,535,000 -------------- -------------- COSTS AND EXPENSES: Cost of sales 1,514,622,000 1,327,425,000 Selling expense 159,130,000 141,489,000 General and administrative expense 76,203,000 60,953,000 -------------- -------------- 1,749,955,000 1,529,867,000 -------------- -------------- OPERATING INCOME 157,859,000 121,668,000 -------------- -------------- OTHER EXPENSE (INCOME): Interest expense 18,987,000 20,694,000 Interest income (589,000) (330,000) -------------- -------------- Interest, net 18,398,000 20,364,000 Miscellaneous, net (2,829,000) (323,000) -------------- -------------- Total 15,569,000 20,041,000 -------------- -------------- INCOME BEFORE INCOME TAXES 142,290,000 101,627,000 -------------- -------------- PROVISION FOR INCOME TAXES 53,597,000 38,676,000 -------------- -------------- NET INCOME $ 88,693,000 $ 62,951,000 ============== ============== EARNINGS PER COMMON SHARE: Primary $ .61 $ .46 ============== ============== Fully diluted $ .61 $ .46 ============== ============== RETAINED EARNINGS: Beginning of period $ 297,754,000 $ 216,693,000 Add-net income 88,693,000 62,951,000 Deduct - dividends paid 20,798,000 16,323,000 -------------- -------------- End of period $ 365,649,000 $ 263,321,000 ============== ============== The accompanying notes are an integral part of these consolidated financial statements. -4- SHAW INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) NINE MONTHS ENDED -------------------- April 2, 1994 March 27, 1993 -------------- -------------- OPERATING ACTIVITIES: Net Income $ 88,693,000 $ 62,951,000 -------------- -------------- Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and amortization 63,997,000 53,752,000 Provision for doubtful accounts 9,901,000 7,200,000 Stock option compensation expense 598,000 599,000 Change in assets and liabilities, net of acquisitions: Accounts receivable 6,557,000 (20,113,000) Inventories (64,036,000) 30,896,000 Prepaid expenses (37,606,000) (1,597,000) Other assets (7,691,000) (2,736,000) Trade accounts payable 15,924,000 (15,393,000) Other accrued liabilities 14,871,000 881,000 Income taxes payable (1,454,000) (1,024,000) Deferred income taxes 5,564,000 2,400,000 Other, net 1,451,000 1,283,000 -------------- -------------- Total Adjustments 8,076,000 56,148,000 -------------- -------------- Net Cash Provided by Operating Activities 96,769,000 119,099,000 -------------- -------------- INVESTING ACTIVITIES: Additions to property, plant and equipment (99,896,000) (33,334,000) Purchase of Abingdon Carpets (20,802,000) 0 Purchase of CCI (41,624,000) 0 Increase in temporary cash investments (9,813,000) 0 Purchase of polypropylene fiber business 0 (93,000,000) -------------- -------------- Net Cash Used in Investing Activities (172,135,000) (126,334,000) -------------- -------------- FINANCING ACTIVITIES: Principal payments under capital lease obligations (3,439,000) (7,626,000) Increase in long-term debt 45,378,000 0 Principal payments on long-term debt (40,745,000) (37,747,000) Increase in short-term notes payable 65,000,000 (20,000,000) Exercise of stock options 1,523,000 4,504,000 Dividends paid (20,798,000) (16,323,000) 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 43,526,000 48,134,000 -------------- -------------- NET INCREASE (DECREASE) IN CASH (31,840,000) 40,899,000 CASH AT BEGINNING OF PERIOD 35,807,000 16,703,000 -------------- -------------- CASH AT END OF PERIOD $ 3,967,000 $ 57,602,000 ============== ============== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for - Interest $ 15,033,000 $ 21,399,000 Income taxes $ 64,280,000 $ 37,300,000 Noncash capital lease obligations $ 378,000 $ 2,102,000 The accompanying notes are an integral part of these consolidated financial statements. -5-
SHAW INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 2, 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 April 2, 1994 and the results of operations for the three and nine months then ended and cash flows for the nine months then ended. These adjustments were of a normal recurring nature. The results of operations for the nine months ended April 2, 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 $9,050,000 and $5,984,000 lower at April 2, 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 nine months ended April 2, 1994 and March 27, 1993 were as follows: Three Months Ended April 2, 1994 March 27, 1993 Primary 145,302,546 143,971,700 Fully diluted 145,305,967 144,000,352 -6- Nine Months Ended April 2, 1994 March 27, 1993 Primary 145,274,235 138,300,692 Fully diluted 145,290,398 138,452,750 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 the Compan'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., Melbourne, Victoria, Australia and Invicta Group Industries, Pty., Ltd., Braybrook, Victoria, Australia (together,"CCI"), 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 the Company for the three and nine months ended April 2, 1994 and March 27, 1993, respectively. On January 9, 1994, the Company 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 Company's working capital at April 2, 1994 of $435.2 million is comparable to the prior quarter and previous year-end. Operating activities during the nine months ended April 2, 1994, provided a strong cash flow to fund investing and financing activities. Net cash provided by operating activities in the nine months totaled $96.8 million and was provided principally from net income of $88.7 million and depreciation and amortization of $64.0 million, offset by other changes in assets and liabilities using cash of $55.9 million. Cash flow used in investing activities in the nine months totaled $172.1 million. Cash was used principally for additions to property, plant and equipment of $99.9 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 $3.4 million, cash dividends of $20.8 million, the purchase and retirement of common stock of $3.4 million and payments on long-term debt of $40.8 million. The principal sources of cash provided by financing activities were additional long-term borrowings of $45.4 million and an increase in short-term notes payable of $65.0 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 $100.3 million for nine months ended April 2, 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 $69.0 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 $125.0 million of which $40.0 million was unused at April 2, 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 APRIL 2, 1994 COMPARED TO THREE MONTHS ENDED MARCH 27, 1993 Net sales increased $100,808,000, or 19.4 percent, primarily as a result of incremental sales due to acquisitions. Results for the three months ended April 2, 1994 included sales of $65,000,000 attributable to foreign acquisitions as described in Note 4 to the Consolidated Financial Statements included herein. Gross profit margins increased 1.0 percent to 20.4 percent from 19.4 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 $11,630,000 in the current three months compared to the same period last year, but decreased .3 percent to 12.9 percent of net sales. Interest expense, net, increased $447,000 to $6,423,000 in the current three months compared to the same period last year due to additional short-term borrowings, but decreased .1 percent to 1.0 percent of net sales. The effective income tax rate increased from 36.8 percent to 37.0 percent for the current three months compared to the same period last year primarily due to deferred income tax adjustments. NINE MONTHS ENDED APRIL 2, 1994 COMPARED TO NINE MONTHS ENDED MARCH 27, 1993 Net sales increased $256,279,000, or 15.5 percent, primarily as a result of an increase in the volume of shipments. Results for the nine months ended April 2, 1994 included incremental sales of $170,881,000 attributable to acquisitions. Gross profit margins increased 1.0 percent to 20.6 percent of net sales for the current nine 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 $32,891,000 in the current nine months compared to the same period last year, but remained at 12.3 percent of net sales. Interest expense, net, decreased $1,966,000 to $18,398,000 in the current nine months compared to the same period last year due principally to a decrease in average short-term borrowings. Miscellanous income, net, for the current nine months 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 .4 percent to 37.7 percent for the current nine 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 None 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 April 2, 1994. -11- 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: May 12, 1994 /s/ Robert E. Shaw Robert E. Shaw President and Chief Executive Officer DATE: May 12, 1994 /s/ William C. Lusk, Jr. William C. Lusk, Jr. Senior Vice President and Treasurer (Principal Financial Officer) -12- EX-11 2 COMPUTATION OF PER SHARE EARNINGS SHAW INDUSTRIES, INC. Exhibit 11 COMPUTATION OF PER SHARE EARNINGS FOR THE THREE AND NINE MONTHS ENDED APRIL 2, 1994 AND MARCH 27, 1993 ------------------------------------------------------------------------ (In Thousands, Except Per Share Data) (Unaudited)
Three Months Ended Nine Months Ended -------------------------- ------------------------- April 2, March 27, April 2, March 27, 1994 1993 1994 1993 PRIMARY: Weighted average common shares outstanding 143,792 142,235 143,450 136,009 Additional shares assuming exercise of stock options 1,511 1,737 1,824 2,292 ---------- ------------ --------- --------- Average common shares outstanding, as adjusted 145,303 143,972 145,274 138,301 ========== ============ ========= ========= Net Income $ 25,325 $ 16,596 88,693 62,951 ========== ============ ========= ========= Primary earnings per common share $ 0.17 $ 0.12 $ 0.61 $ 0.46 ========== ============ ========= ========= FULLY DILUTED: Weighted average common shares outstanding 143,792 142,235 143,450 136,009 Additional shares assuming exercise of stock options 1,514 1,765 1,840 2,444 ---------- ------------ --------- --------- Average common shares outstanding, as adjusted 145,306 144,000 145,290 138,453 ========== ============ ========= ========= Net Income $ 25,325 $ 16,596 $ 88,693 $ 62,951 ========== ============ ========= ========= Fully diluted earnings per common share $ 0.17 $ 0.12 $ 0.61 $ 0.46 ========== ============ ========= ========= -13-
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