<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED OCTOBER 28, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-8088
FURON COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 95-1947155
- ---------------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
29982 Ivy Glenn Drive
Laguna Niguel, CA 92677
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 831-5350
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
----- -----
Number of shares of common stock outstanding as of October 28, 1995: 8,885,959
1
<PAGE> 2
FURON COMPANY
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
PART I - FINANCIAL INFORMATION
- ------------------------------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
October 28, 1995 and January 28, 1995 3
Condensed Consolidated Statements of Income
Three and nine months ended October 28, 1995 and
October 29, 1994 5
Condensed Consolidated Statements of Cash Flows
Three and nine months ended October 28, 1995 and
October 29, 1994 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
PART II - OTHER INFORMATION 15
- ---------------------------
</TABLE>
2
<PAGE> 3
ITEM 1. FINANCIAL STATEMENTS
FURON COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
(Unaudited)
<TABLE>
<CAPTION>
October 28, January 28,
In thousands 1995 1995
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,653 $ 6,475
Accounts receivable, less allowance for
doubtful accounts of $1,084 at October 28,
1995 and $696 at January 28, 1995 48,297 48,955
Inventories 36,367 31,197
Deferred tax benefit 7,215 8,215
Prepaid expenses and other assets 4,790 6,843
-------- --------
Total current assets 99,322 101,685
Property, plant & equipment, at cost:
Land 850 456
Buildings and leasehold improvements 16,339 13,868
Machinery and equipment 115,442 99,718
-------- --------
132,631 114,042
Less accumulated depreciation and amortization (69,067) (61,981)
-------- --------
Net property, plant and equipment 63,564 52,061
Intangible assets, at cost less accumulated
amortization of $26,330 at October 28, 1995
and $23,739 at January 28, 1995 25,307 17,953
Other assets 8,672 8,174
-------- --------
$196,865 $179,873
======== ========
</TABLE>
See accompanying notes.
3
<PAGE> 4
FURON COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
October 28, January 28,
In thousands, except share data 1995 1995
- --------------------------------------------------------------------------------------------
<S> <C> <C>
Current liabilities:
Accounts payable $ 18,400 $ 19,093
Salaries, wages and related benefits payable 9,411 10,508
Current portion of long-term debt 8,007 8,004
Other current liabilities 8,486 9,355
-------- --------
Total current liabilities 44,304 46,960
Long-term debt due after one year 23,752 12,752
Other long-term liabilities 19,060 20,039
Deferred taxes 8,008 8,523
Commitments and contingencies
Stockholders' equity:
Capital Stock:
Preferred stock without par value, 2,000,000
shares authorized, none issued or outstanding - -
Common stock without par value, 15,000,000
shares authorized, 8,885,959 shares issued and
outstanding at October 28, 1995 and 8,800,164
at January 28, 1995 37,227 36,280
Foreign currency translation adjustment 1,201 419
Unearned ESOP shares (3,166) (3,112)
Unearned compensation (683) (885)
Additional pension liability (379) (379)
Retained earnings 67,541 59,276
-------- --------
Total stockholders' equity 101,741 91,599
-------- --------
$196,865 $179,873
======== ========
</TABLE>
See accompanying notes.
4
<PAGE> 5
FURON COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
------------------------- ---------------------------
October 28, October 29, October 28, October 29,
In thousands, except per share amounts 1995 1994 1995 1994
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $85,401 $81,071 $256,154 $231,158
Cost of sales 62,336 55,979 185,186 161,526
------- ------- -------- --------
Gross profit 23,065 25,092 70,968 69,632
Selling, general and administrative
expenses 18,931 20,056 57,434 56,310
Other (income), net (1,042) (672) (2,554) (1,718)
Interest expense 719 589 2,300 1,855
------- ------- -------- --------
Income before income taxes 4,457 5,119 13,788 13,185
Provision for income taxes 660 1,762 3,926 4,747
------- ------- -------- --------
Net income $ 3,797 $ 3,357 $ 9,862 $ 8,438
======= ======= ======== ========
Net income per share $ 0.42 $ 0.37 $ 1.09 $ 0.94
======= ======= ======== ========
</TABLE>
See accompanying notes.
5
<PAGE> 6
FURON COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
-------------------------- --------------------------
October 28, October 29, October 28, October 29,
In thousands 1995 1994 1995 1994
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 3,797 $ 3,357 $ 9,862 $ 8,438
Adjustments to reconcile net income
to cash provided by operating activities:
Depreciation 2,880 2,387 8,168 6,745
Amortization 898 1,026 2,939 2,905
Provision for losses on accounts receivable 224 77 484 252
Increase (decrease) in deferred income taxes 251 (422) 486 (561)
(Gain) loss on sale of assets - (14) 62 (24)
Working capital changes:
Accounts receivable (3,404) (6,972) 2,224 (8,630)
Inventories 1,913 (1,641) (2,690) (3,578)
Accounts payable and accrued liabilities 3,059 4,891 (4,064) 5,105
Income taxes payable (142) (93) (201) (1,732)
Other current assets and liabilities, net (392) 789 648 (1,165)
Changes in other long-term operating assets and
liabilities (878) (1,872) (1,008) (1,043)
------- ------- -------- -------
Net cash provided by operating activities 8,206 1,513 16,910 6,712
INVESTING ACTIVITIES
Acquisition of business 86 - (23,677) -
Purchases of property, plant and equipment (2,210) (3,223) (9,339) (8,476)
Proceeds from divestitures - - 767 -
Proceeds from sale of equipment 80 18 1,312 160
Proceeds from notes receivable 130 63 723 961
Increase in notes receivable - (182) (1,100) (244)
------- ------- -------- -------
Net cash used in investing activities (1,914) (3,324) (31,314) (7,599)
FINANCING ACTIVITIES
Proceeds from long-term debt - - 23,008 8
Principal payments on long-term debt (5,002) (1,506) (12,005) (4,515)
Proceeds from issuance of common stock - - 730 131
Increase in loan to ESOP (207) (269) (438) (487)
Principal payments received from loan to ESOP - - 384 384
Dividends paid on common stock (533) (521) (1,597) (1,564)
------- ------- -------- -------
Net cash provided by (used in) financing activities (5,742) (2,296) 10,082 (6,043)
EFFECT OF EXCHANGE RATE CHANGES ON CASH 60 557 500 1,158
------- ------- -------- -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 610 (3,550) (3,822) (5,772)
------- ------- -------- -------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,043 16,261 6,475 18,483
------- ------- -------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,653 $12,711 $ 2,653 $12,711
======= ======= ======== =======
</TABLE>
See accompanying notes.
6
<PAGE> 7
FURON COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
October 28, 1995
(Unaudited)
1. GENERAL
The accompanying unaudited consolidated financial statements have been
condensed in certain respects and should therefore be read in
conjunction with the consolidated financial statements and related
notes thereto contained in the Company's Annual Report to Shareholders
on Form 10-K for the fiscal year ended January 28, 1995. Certain
reclassifications have been made to prior year amounts in order to be
consistent with the current year presentation.
In the opinion of the Company, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary
(consisting only of normal recurring adjustments) to present fairly
the financial position of the Company as of October 28, 1995, and the
results of operations and cash flows for the three and nine months
ended October 28, 1995 and October 29, 1994. Results of the Company's
operations for the three and nine months ended October 28, 1995 are
not necessarily indicative of the results to be expected for the full
year.
2. INVENTORIES
Substantially all inventories are valued at the lower of cost
(first-in, first-out) or market, and are summarized as follows:
<TABLE>
<CAPTION>
October 28, January 28,
In thousands 1995 1995
--------------------------------------------------------------------------------
<S> <C> <C>
Raw materials and purchased parts $13,841 $12,482
Work-in-process 10,333 9,153
Finished goods 12,193 9,562
------- -------
$36,367 $31,197
======= =======
</TABLE>
3. INTANGIBLES
Intangible assets acquired in business combinations are summarized as
follows:
<TABLE>
<CAPTION>
October 28, January 28,
In thousands 1995 1995
--------------------------------------------------------------------------------
<S> <C> <C>
Goodwill $ 9,989 $ 328
Other intangible assets 15,318 17,625
------- -------
$25,307 $17,953
======= =======
</TABLE>
7
<PAGE> 8
FURON COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
October 28, 1995
(Unaudited)
4. LONG-TERM DEBT
Long-term debt is summarized as follows:
<TABLE>
<CAPTION>
October 28, January 28,
In thousands 1995 1995
----------------------------------------------------------------------------
<S> <C> <C>
Loans under bank credit agreements due
through fiscal 1998 $31,750 $20,750
Other 9 6
------- -------
Total long-term debt 31,759 20,756
Less current portion (8,007) (8,004)
------- -------
Due after one year $23,752 $12,752
======= =======
</TABLE>
For the nine months ended October 28, 1995, the weighted average
interest rate on the loans under bank credit agreements was 8.0%.
In August 1988, the Company entered into an 8-year Interest Rate Swap
agreement. The notional amount of the swap totaled $8 million at
October 28, 1995. The swap agreement effectively changes the
Company's interest rate exposure on a portion of its borrowings to a
fixed interest rate of 9.938% plus a 0.75% spread on the notional
portion of the facility.
Interest paid for the three and nine months ended October 28, 1995 was
$828,000 and $2,218,000, respectively. Interest paid for the three and
nine months ended October 29, 1994 was $614,000 and $1,887,000,
respectively.
Effective October 30, 1995, the Company executed a new bank credit
agreement which provides for a $100,000,000, five-year revolving
facility. Borrowing costs under the facility (drawn and undrawn) have
been reduced. Beginning October 30, 1998, availability under the
facility will be reduced by $6,250,000 on a semi-annual basis. The
existing bank term loan was rolled into the revolver which eliminated
$8,000,000 of the current portion of long-term debt at October 28,
1995. The agreement increases the amount of credit available to the
Company by approximately $40,000,000.
8
<PAGE> 9
FURON COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
October 28, 1995
(Unaudited)
5. BUSINESS ACQUISITION
On January 31, 1995 the Company acquired certain assets of Custom
Coating & Laminating Corporation ("CC&L"). The Company paid $24
million ($18 million of which was borrowed under the Company's
unsecured revolving facility), assumed certain liabilities
approximating $2.4 million, and may pay up to an additional $4 million
based upon product sales over the next three fiscal years.
The results of operations of CC&L from February 1, 1995 have been
included in the condensed consolidated financial statements.
The following is an unaudited pro forma combined summary of results of
operations of CC&L and the Company for the nine months ended October
28, 1995 and October 29, 1994 assuming the acquisition had been
consummated on January 29, 1994.
<TABLE>
<CAPTION>
Nine months ended
---------------------------
October 28, October 29,
In thousands, except per share data 1995 1994
--------------------------------------------------------------------------
<S> <C> <C>
Net sales $256,154 $251,252
Net income 9,862 10,190
Net income per share 1.09 1.14
</TABLE>
6. STOCKHOLDERS' EQUITY
During June 1995, the Company contributed $541,000 to the Employee
Stock Ownership Plan (ESOP) for the plan year ended April 30, 1995.
Of this amount $384,000 served to reduce loans previously made to the
plan. In addition, the Company advanced $438,000 to the ESOP which
has been presented as unearned ESOP shares in the accompanying
condensed consolidated balance sheet. The ESOP used the funds to
acquire 20,000 shares of the Company's common stock from a Director of
the Company.
Excluded from the Statement of Cash Flows are noncash transactions of
$217,000 that relate to the issuance of restricted common stock. The
related unearned compensation is amortized over the shares' five year
vesting period.
9
<PAGE> 10
FURON COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
October 28, 1995
(Unaudited)
7. INCOME TAXES
During the third quarter, the Company's effective tax rate for the
current year was revised from 35.0% to 28.5%. The effect of the
decrease in the tax provision was recorded in the third quarter,
resulting in a 14.8% effective tax rate. The decrease resulted from
the realization of certain reserves and tax credits due to the
completion of IRS audit cycles and closure of earlier fiscal years.
The effective tax rate for the nine month period ended October 28,
1995 was 28.5% as compared to 36.0% in the same period a year ago.
This decrease was also due to the realization of certain reserves and
tax credits, as well as lower state and foreign income taxes.
Income taxes paid for the three and nine months ended October 28, 1995
were $400,000 and $3,300,000, respectively. Income taxes paid for the
three and nine months ended October 29, 1994 were $2,200,000 and
$6,700,000, respectively.
8. CONTINGENCIES
At October 28, 1995, the Company has approximately $1,933,000 of
foreign currency hedge contracts outstanding which consist of over-
the-counter forward contracts. The contracts reflect the selective
hedging of the Belgium Franc with varying maturities of up to six
months. Net unrealized losses from hedging activities were not
material as of October 28, 1995.
At October 28, 1995, the Company is obligated under irrevocable
letters of credit totaling $3,219,000.
The Company is currently involved in litigation arising in the normal
course of business. Management of the Company is of the opinion that
such litigation will not have a material effect on the Company's
consolidated financial position or results of operations.
The Company from time to time incurs investigation, remedial response,
voluntary clean-up and other costs associated with environmental
matters. As of October 28, 1995, the Company's reserves for
environmental matters totaled approximately $2,100,000. These
reserves primarily relate to environmental costs associated with
facilities that have been sold or closed. While neither the timing
nor the amount of the ultimate costs associated with environmental
matters can be determined, management does not expect those matters to
have a material adverse effect on the Company's consolidated financial
position or results of operations.
10
<PAGE> 11
8. CONTINGENCIES (CONTINUED)
One of the Company's subsidiaries has been notified by the
Environmental Protection Agency that it has been named as a
potentially responsible party in connection with the cleanup of
hazardous wastes at two sites, the Solvents Recovery Service of New
England site in Southington, Connecticut (notified in June 1992), and
the Gallups Quarry site in Plainfield, Connecticut (notified in April
1993). Since these matters are in their preliminary stages, no
assurance can be given at this time concerning the ultimate outcome.
However, based on preliminary investigations to determine the
subsidiary's potential liability and the estimated amount of remedial
costs necessary to clean up the sites, the Company presently does not
expect these matters to have a material adverse effect on its
consolidated financial position or results of operations.
11
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Consolidated sales for the three months and nine months ended October 28, 1995
of $85 million and $256 million, respectively, represented a 5% and 11%
increase, respectively, over the same periods of the prior year. After
removing the effect of acquisitions and businesses held for sale, sales from
continuing operations for the three month period approximated the prior year,
and such sales for the nine month period increased 6% over the prior year
period.
Improvement was noted in a number of markets served, with sales into the
electronic manufacturing and semiconductor markets being particularly strong.
Sales also improved to the commercial aircraft, aerospace, and beverage
markets. Additionally, heavy construction, material handling and hydraulic
hose markets have shown greater growth than last year. Sales to certain
sectors of the transportation and medical industry were flat. Sales into the
chemical and industrial processing markets were down substantially from last
year as the result of significant export sales included in last year's sales
that were not repeated in this year's third quarter or first nine months.
However, order activity was higher than in any other quarter this year for
chemical and industrial processing markets. Third quarter sales of the
Company's European operations were up 3.3% (down 4.0% after removing the effect
of foreign currency exchange rate changes) over last year.
Gross profit as a percentage of sales for the third quarter and nine months
ended October 28, 1995 was down 4.0% and 2.4%, respectively, from the same
periods of the prior year to 27.0% and 27.7%, respectively. After removing
the effects of acquisitions and businesses held for sale, the gross profit
margin on continuing operations was down 3.4% and 1.9% for the three and
nine month periods, respectively, to 28.1% and 28.8%. Product mix and raw
material price increases impacted the Company in the third quarter compared to
the prior year. Also affecting gross profit were higher cost incurred related
to the implementation of the Company's new operating structure. While the
impact of selling price increases was evident in October, it was not sufficient
to offset the impact for the entire quarter.
Selling, general and administrative expenses as a percentage of sales were
22.2% and 22.4%, respectively, for the three and nine month periods ended
October 28, 1995, respectively, down from 24.7% and 24.4% in the same periods a
year ago. After removing the effect of acquisitions and businesses held for
sale, such expenses were 22.9% and 23.2% for the three and nine month periods,
respectively, down from 25.2% and 24.9%, respectively, in the prior year
periods. The decline in selling, general and administrative expenses as a
percentage of sales from last year is primarily the result of fewer costs
incurred related to the implementation of the Company's new operating
structure, and lower performance based incentive compensation and employee
benefit plans. Partially offsetting the lower general and administrative
expenses were higher product development costs.
Other income, net for the three and nine month periods increased from the same
periods in the prior year primarily as a result of higher licensee fees earned
and a decrease in expenses attributable to the elimination of income related to
businesses held for sale which was higher in the prior year. Offsetting these
increases was lower interest income resulting from a reduction in cash balances
available for investing due to an acquisition in the first quarter.
12
<PAGE> 13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS (CONTINUED)
Interest expense for the three and nine months ended October 28, 1995 was up
22.1% and 24.0%, respectively, from the same periods in the prior year. The
increase is due to the acquisition of the assets of Custom Coating and
Laminating Corporation ("CC&L") acquired on January 31, 1995 for $24 million,
of which $18 million was borrowed.
Pretax results of operations for the three and nine month periods ended October
28, 1995 were down 12.9% and up 4.6%, respectively, compared to the same
periods last year. After removing the effects of acquisitions, pretax results
of operations decreased 13.6% for the three month period and increased 3.2% for
the nine month period, compared to the same periods last year. The decrease in
results for the quarter are due primarily to lower gross margins offset by
increased volume and lower operating expenses. The improvement in the nine
month period is generally the result of higher sales, continued productivity
improvements, lower operating expenses and higher other income.
During the third quarter, the Company's effective tax rate for the current year
was revised from 35.0% to 28.5%. The effect of the decrease in the tax
provision was recorded in the third quarter, resulting in a 14.8% effective tax
rate. The decrease resulted from the realization of certain reserves and tax
credits due to the completion of IRS audit cycles and closure of earlier fiscal
years. The effective tax rate for the nine month period ended October 28, 1995
was 28.5% as compared to 36.0% in the same period a year ago. This decrease
was also due to the realization of certain reserves and tax credits, as well as
lower state and foreign income taxes.
LIQUIDITY AND CAPITAL RESOURCES
The Company's financial condition remained strong at October 28, 1995. The
Company's ratio of current assets to current liabilities was 2.2:1, which was
unchanged from the beginning of the year. Net working capital decreased $1.7
million during the third quarter to $55.0 million. Cash provided by operations
for the three and nine months ended October 28, 1995 was $8.2 million and $16.9
million, respectively, compared to $1.5 million and $6.7 million, respectively,
provided in the same periods of the prior year. Excluding the balances related
to CC&L, accounts receivable increased $3.1 million while inventory decreased
$1.6 million during the quarter. During the nine months ended October 28,
1995, accounts receivable decreased $3.5 million while inventory increased $2.9
million during the period. The Company's capital expenditures totaled $2.2
million for the quarter and $9.3 million for the nine month period, primarily
for renovating existing facilities, leasehold improvements, and replacement of
existing equipment in addition to implementation of the operating systems to
support the Company's new structure.
Cash and cash equivalents decreased $3.8 million in the nine month period ended
October 28, 1995 due to cash used in the acquisition of CC&L and to fund
capital expenditures and working capital requirements. Long-term debt
increased $11.0 million during the period as a result of funds borrowed to
complete the acquisition. The Company's debt to equity ratio is currently
0.31:1, an increase from 0.23:1 at the beginning of the nine month period.
13
<PAGE> 14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
Effective October 30, 1995, the Company executed a new bank credit agreement
which provides for a $100,000,000, five-year revolving facility. Borrowing
costs under the facility (drawn and undrawn) have been reduced. Beginning
October 30, 1998, availability under the facility will be reduced by $6,250,000
on a semi-annual basis. The existing bank term loan was rolled into the
revolver which eliminated $8,000,000 of the current portion of long-term debt
at October 28, 1995. The agreement increases the amount of credit available to
the Company by approximately $40,000,000.
The Company continues to believe that it generates sufficient cash flow from
its operations to finance near and long-term internal growth, capital
expenditures and the principal and interest payments on its long-term debt.
The Company will continue to evaluate its employment of capital resources
including asset management and other sources of financing.
The Company continually reviews possible acquisitions and should the Company
make a substantial acquisition, it could require either the utilization of the
remaining $68 million available on its new credit facility or financing from
other sources.
One of the Company's subsidiaries has been notified by the Environmental
Protection Agency that it has been named as a potentially responsible party in
connection with the cleanup of hazardous wastes at two sites, the Solvents
Recovery Service of New England site in Southington, Connecticut (notified in
June 1992), and the Gallups Quarry site in Plainfield, Connecticut (notified in
April 1993). Since these matters are in their preliminary stages, no assurance
can be given at this time concerning the ultimate outcome. However, based on
preliminary investigations to determine the subsidiary's potential liability
and the estimated amount of remedial costs necessary to clean up the sites, the
Company presently does not expect these matters to have a material adverse
effect on its consolidated financial position or results of operations.
14
<PAGE> 15
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not applicable.
ITEM 2. CHANGES IN SECURITIES.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
<TABLE>
<CAPTION>
(a) Exhibits: PAGE NUMBER
-----------
<S> <C> <C>
11 Statement re: Computation of Net
Income Per Share 17
27 Financial Data Schedule 18
</TABLE>
(b) Reports on Form 8-K:
There were no reports on Form 8-K for the three months ended
October 28, 1995.
15
<PAGE> 16
PART II (CONTINUED)
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.
FURON COMPANY
------------------------------------------------
REGISTRANT
/s/ MONTY A. HOUDESHELL /s/ KOICHI HOSOKAWA
- ---------------------------------- ---------------------------------
Monty A. Houdeshell Koichi Hosokawa
Vice President, Chief Financial Controller
Officer and Treasurer
December 1, 1995
16
<PAGE> 1
EXHIBIT 11
FURON COMPANY
Computation of Net Income Per Share
<TABLE>
<CAPTION>
Three months ended Nine months ended
---------------------------- -----------------------------
October 28, October 29, October 28, October 29,
1995 1994 1995 1994
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PRIMARY INCOME PER SHARE
Earnings
Net income $3,797,000 $3,357,000 $9,862,000 $8,438,000
========== ========== ========== ==========
Shares
Weighted average number of
common shares outstanding 8,845,179 8,710,380 8,819,656 8,685,491
Shares issuable from
assumed exercise of stock
options 199,076 325,631 244,448 282,395
---------- ---------- ---------- ----------
Average shares as adjusted 9,044,255 9,036,011 9,064,104 8,967,886
========== ========== ========== ==========
Primary income per share $ 0.42 $ 0.37 $ 1.09 $ 0.94
========== ========== ========== ==========
FULLY DILUTED INCOME PER SHARE
Earnings
Net income $3,797,000 $3,357,000 $9,862,000 $8,438,000
========== ========== ========== ==========
Shares
Weighted average number of
common shares outstanding 8,845,179 8,710,380 8,819,656 8,685,491
Shares issuable from
assumed exercise of stock
options 199,076 415,548 247,177 418,815
---------- ---------- ---------- ----------
Average shares as adjusted
for full dilution 9,044,255 9,125,928 9,066,833 9,104,306
========== ========== ========== ==========
Fully diluted income per share $ 0.42 $ 0.37 $ 1.09 $ 0.93
========== ========== ========== ==========
</TABLE>
17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED STATEMENTS OF INCOME, CONSOLIDATED BALANCE SHEETS AND
CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS CONTAINED WITHIN THE COMPANY'S FORM 10-Q
FOR THE NINE MONTHS ENDED OCTOBER 28, 1995.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-03-1996
<PERIOD-END> OCT-28-1995
<EXCHANGE-RATE> 1,000
<CASH> 2,653
<SECURITIES> 0
<RECEIVABLES> 49,381
<ALLOWANCES> 1,084
<INVENTORY> 36,367
<CURRENT-ASSETS> 99,322
<PP&E> 132,631
<DEPRECIATION> 69,067
<TOTAL-ASSETS> 196,865
<CURRENT-LIABILITIES> 44,304
<BONDS> 0
<COMMON> 37,227
0
0
<OTHER-SE> 64,514
<TOTAL-LIABILITY-AND-EQUITY> 196,865
<SALES> 256,154
<TOTAL-REVENUES> 256,154
<CGS> 185,186
<TOTAL-COSTS> 242,620
<OTHER-EXPENSES> (2,554)
<LOSS-PROVISION> 484
<INTEREST-EXPENSE> 2,300
<INCOME-PRETAX> 13,788
<INCOME-TAX> 3,926
<INCOME-CONTINUING> 9,862
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,862
<EPS-PRIMARY> 1.09
<EPS-DILUTED> 1.09
</TABLE>
