<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 JULY 29, 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 Identification No.)
organization)
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 July 29, 1995: 8,886,559
1
<PAGE> 2
FURON COMPANY
INDEX
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
July 29, 1995 and January 28, 1995 3
Condensed Consolidated Statements of Income
Three and six months ended July 29, 1995 and
July 30, 1994 5
Condensed Consolidated Statements of Cash Flows
Three and six months ended July 29, 1995 and
July 30, 1994 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
PART II - OTHER INFORMATION 14
</TABLE>
2
<PAGE> 3
ITEM 1. FINANCIAL STATEMENTS
FURON COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
(Unaudited)
<TABLE>
<CAPTION>
July 29, January 28,
In thousands 1995 1995
-------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,043 $ 6,475
Accounts receivable, less allowance for
doubtful accounts of $926 at July 29, 1995
and $696 at January 28, 1995 45,116 48,955
Inventories 38,280 31,197
Deferred tax benefit 8,180 8,215
Prepaid expenses and other assets 4,832 6,843
-------- --------
Total current assets 98,451 101,685
Property, plant & equipment, at cost:
Land 851 456
Buildings and leasehold improvements 16,133 13,868
Machinery and equipment 113,878 99,718
-------- --------
130,862 114,042
Less accumulated depreciation and amortization (66,456) (61,981)
-------- --------
Net property, plant and equipment 64,406 52,061
Intangible assets, at cost less accumulated
amortization of $25,528 at July 29, 1995
and $23,739 at January 28, 1995 26,208 17,953
Other assets 8,577 8,174
-------- --------
$197,642 $179,873
======== ========
</TABLE>
See accompanying notes.
3
<PAGE> 4
FURON COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
July 29, January 28,
In thousands, except share data 1995 1995
-----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current liabilities:
Accounts payable $ 15,459 $ 19,093
Salaries, wages and related benefits payable 9,292 10,508
Current portion of long-term debt 8,008 8,004
Other current liabilities 8,972 9,355
--------- ---------
Total current liabilities 41,731 46,960
Long-term debt due after one year 28,753 12,752
Other long-term liabilities 19,770 20,039
Deferred taxes 8,723 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,
8,886,559 shares issued and
outstanding at July 29, 1995 and
8,800,164 at January 28, 1995 37,261 36,280
Foreign currency translation adjustment 1,234 419
Unearned ESOP shares (2,959) (3,112)
Unearned compensation (770) (885)
Additional pension liability (379) (379)
Retained earnings 64,278 59,276
--------- ---------
Total stockholders' equity 98,665 91,599
--------- ---------
$ 197,642 $ 179,873
========= =========
</TABLE>
See accompanying notes.
4
<PAGE> 5
FURON COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
---------------------- ----------------------
July 29, July 30, July 29, July 30,
In thousands, except per share amounts 1995 1994 1995 1994
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 82,300 $ 75,127 $ 170,753 $ 150,087
Cost of sales 59,957 52,547 122,850 105,547
--------- --------- --------- ---------
Gross profit 22,343 22,580 47,903 44,540
Selling, general and administrative expenses 18,123 18,433 38,503 36,254
Other (income), net (736) (710) (1,512) (1,046)
Interest expense 787 623 1,581 1,266
--------- --------- --------- ---------
Income before income taxes 4,169 4,234 9,331 8,066
Provision for income taxes 1,459 1,567 3,266 2,985
--------- --------- --------- ---------
Net income $ 2,710 $ 2,667 $ 6,065 $ 5,081
========= ========= ========= =========
Net income per share of Common Stock $ 0.30 $ 0.30 $ 0.67 $ 0.57
========= ========= ========= =========
</TABLE>
See accompanying notes.
5
<PAGE> 6
FURON COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
------------------------ ------------------------
July 29, July 30, July 29, July 30,
In thousands 1995 1994 1995 1994
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 2,710 $ 2,667 $ 6,065 $ 5,081
Adjustments to reconcile net income
to cash provided by operating activities:
Depreciation 2,465 2,170 4,975 4,358
Amortization 925 973 1,957 1,879
Provision for losses on accounts receivable 155 86 260 175
Increase (decrease) in deferred income taxes 235 (354) 235 (139)
(Gain) loss on sale of assets and divestitures 50 (3) 61 (10)
Working capital changes:
Accounts receivable 6,860 963 5,629 (1,658)
Inventories 1,009 (1,132) (4,603) (1,937)
Accounts payable and accrued liabilities (3,028) 2,458 (7,124) 214
Income taxes payable (709) (911) (58) (1,639)
Other current assets and liabilities, net (176) (307) 1,042 (1,954)
Changes in other long-term operating assets and
liabilities (190) 385 (165) 829
-------- -------- -------- --------
Net cash provided by operating activities 10,306 6,995 8,274 5,199
INVESTING ACTIVITIES
Acquisition of business -- -- (23,763) --
Purchases of property, plant and equipment (3,679) (2,925) (7,021) (5,253)
Proceeds from sale of divestitures 200 -- 767 --
Proceeds from sale of equipment 1,391 79 1,438 142
Proceeds from notes receivable 593 187 593 898
Increase (decrease) in notes receivable (1,109) 136 (1,100) (62)
-------- -------- -------- --------
Net cash used in investing activities (2,604) (2,523) (29,086) (4,275)
FINANCING ACTIVITIES
Proceeds from long-term debt 2,008 8 23,008 8
Principal payments on long-term debt (4,002) (1,505) (7,003) (3,009)
Proceeds from issuance of common stock 163 -- 764 131
Increase in loan to ESOP (231) (218) (231) (218)
Principal payments received from loan to ESOP 384 384 384 384
Dividends paid on common stock (532) (523) (1,063) (1,043)
-------- -------- -------- --------
Net cash provided by (used in) financing
activities (2,210) (1,854) 15,859 (3,747)
EFFECT OF EXCHANGE RATE CHANGES ON CASH (145) 484 521 601
-------- -------- -------- --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 5,347 3,102 (4,432) (2,222)
-------- -------- -------- --------
CASH AND CASH EQUIVALENTS (BANK OVERDRAFTS) AT
BEGINNING OF PERIOD (3,304) 13,159 6,475 18,483
-------- -------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,043 $ 16,261 $ 2,043 $ 16,261
======== ======== ======== ========
</TABLE>
See accompanying notes.
6
<PAGE> 7
FURON COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
July 29, 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 July 29, 1995, and the results
of operations and cash flows for the three and six months ended
July 29, 1995 and July 30, 1994. Results of the Company's operations
for the three and six months ended July 29, 1995 are not necessarily
indicative of the results to be expected for the full year.
Income taxes paid for the three and six months ended July 29, 1995 were
$2,250,000 and $2,900,000, respectively. Income taxes paid for the
three and six months ended July 30, 1994 were $2,600,000 and
$4,500,000, respectively.
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>
July 29, January 28,
In thousands 1995 1995
--------------------------------------------------------------------------------------------------------
<S> <C> <C>
Raw materials and purchased parts $ 13,175 $ 12,482
Work-in-process 9,301 9,153
Finished goods 15,804 9,562
------------- -------------
$ 38,280 $ 31,197
============= =============
</TABLE>
3. INTANGIBLES
Intangible assets acquired in business combinations are summarized as
follows:
<TABLE>
<CAPTION>
July 29, January 28,
In thousands 1995 1995
--------------------------------------------------------------------------------------------------------
<S> <C> <C>
Goodwill $ 10,190 $ 328
Other intangible assets 16,018 17,625
------------- -------------
$ 26,208 $ 17,953
============= =============
</TABLE>
7
<PAGE> 8
FURON COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
July 29, 1995
(Unaudited)
4. LONG-TERM DEBT
Long-term debt is summarized as follows:
<TABLE>
<CAPTION>
July 29, January 28,
In thousands 1995 1995
--------------------------------------------------------------------------------------------------------
<S> <C> <C>
Loans under bank credit agreements due
through fiscal 1998 $ 36,750 $ 20,750
Other 11 6
------------ -------------
Total long-term debt 36,761 20,756
Less current portion (8,008) (8,004)
------------- --------------
Due after one year $ 28,753 $ 12,752
============= =============
</TABLE>
At July 29, 1995, the weighted average interest rate on the loans under
bank credit agreements was 8.06%.
In August 1988, the Company entered into an 8-year Interest Rate Swap
agreement. The notional amount of the swap totaled $10 million at
July 29, 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 .75% spread on the notional portion
of the facility.
Interest paid for the three and six months ended July 29, 1995 was
$822,000 and $1,450,000, respectively. Interest paid for the three and
six months ended July 30, 1994 was $650,000 and $1,273,000,
respectively.
8
<PAGE> 9
FURON COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
July 29, 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 compares an unaudited summary of results of operations
for the six months ended July 29, 1995 with an unaudited pro forma
combined summary of results of operations of CC&L and the Company for
the six months ended July 30, 1994 assuming the acquisition had been
consummated on January 29, 1994.
<TABLE>
<CAPTION>
Six months ended
-----------------------------------
July 29, July 30,
(in thousands, except per share data) 1995 1994
--------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net sales $170,753 $163,892
Net income 6,065 6,422
Net income per share of Common Stock 0.67 0.72
</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 an additional $231,000 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 10,000 shares of the Company's common stock from a Director of
the Company.
Excluded from the Statement of Cash Flows is a noncash transaction that
relates to the issuance of restricted shares. This transaction resulted
in a $217,000 increase to common stock and unearned compensation which
is amortized over the shares' five year vesting period.
9
<PAGE> 10
FURON COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
July 29, 1995
(Unaudited)
7. CONTINGENCIES
At July 29, 1995, the Company has approximately $1.4 million 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
July 29, 1995.
At July 29, 1995, the Company is obligated under irrevocable letters of
credit totaling $3,294,000.
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 July 29, 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.
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.
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Sales for the three and six months ended July 29, 1995 increased 10% and 14%,
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 and six month periods increased 5% and 9%, respectively, over the
prior year periods.
The Company has continued to benefit from strength in the industrial economy,
although the rate of expansion has slowed from the first quarter. Compared to
the second quarter of the prior year, sales to the semiconductor and truck
markets were particularly strong. Sales to the commercial aircraft, aerospace
and industrial equipment markets were relatively flat. Sales in the second
quarter to the chemical processing markets were down substantially from last
year. Sales of the Company's European operations were up 26% (11.3% after
removing the effect of foreign currency exchange rate changes) over last year.
Compared to the first quarter, sales to the truck, chemical processing and
general industrial equipment markets were down significantly. However, sales to
the semiconductor, commercial aircraft and aerospace markets were up compared to
the first quarter.
Gross profit as a percentage of sales for the three and six months ended
July 29, 1995 was down 3.0% and 1.6%, respectively, from the same periods of
the prior year to 27.1% and 28.1%. After removing the effects of acquisitions
and businesses held for sale, the gross profit margin on continuing operations
was down 2.6% and 1.0% for the three and six month periods, respectively, to
28.2% and 29.2%. The reduction in gross profit reflects significant increases
in raw material costs which were not fully offset by productivity improvements,
volume gains, and strategic increases in sales pricing.
Selling, general and administrative expenses as a percentage of sales was 22.0%
and 22.5% for the three and six month periods ended July 29, 1995, respectively,
down from 24.5% and 24.2% in the same periods a year ago. After removing the
effect of acquisitions and businesses held for sale, operating expenses were
22.9% and 22.8% for the three and six month periods, respectively, down from
25.1% and 24.7% 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 costs incurred for 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 six month periods increased from the same
periods in the prior year primarily as a result of higher licensee fees 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.
11
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS (CONTINUED)
Interest expense for the three and six months ended July 29, 1995 was up 26% and
25%, 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 six month periods ended July 29,
1995 were down 2% and up 16%, respectively, compared to the same periods last
year. After removing the effects of acquisitions, pretax results of operations
decreased 8% for the three month period and increased 14% for the six 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 six month period is generally
the result of higher sales, stable manufacturing costs, continued productivity
improvements, and lower operating expenses.
The Company's effective tax rate for the three and six months ended July 29,
1995 was 35% compared to 37% in the same periods in the prior year. The lower
effective tax rate was primarily due to lower state and foreign income taxes.
LIQUIDITY AND CAPITAL RESOURCES
The Company's financial condition remained strong at July 29, 1995. The
Company's ratio of current assets to current liabilities was 2.4:1, up from
2.2:1 at the beginning of the year. Net working capital increased $1.1 million
during the second quarter to $56.7 million. Cash provided by operations for the
three and six months ended July 29, 1995 was $10.3 million and $8.3 million,
respectively, compared to $7.0 million and $5.2 million, respectively, provided
in the same periods of the prior year. Excluding the balances related to CC&L,
accounts receivable and inventory decreased $7.1 million and $0.6 million,
respectively, during the quarter. During the six months ended July 29, 1995,
accounts receivable decreased $6.6 million, while inventory increased $4.5
million during the period. The Company's capital expenditures totaled $3.7
million for the quarter and $7.0 million for the six 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 $4.4 million in the six month period ended
July 29,1995 due to cash used in the acquisition of CC&L and to fund capital
expenditures and working capital requirements. Long-term debt increased $16.0
million during the period as a result of funds borrowed to complete the
acquisition. The Company's debt to equity ratio is currently .37:1, an increase
from .23:1 at the beginning of the six month period.
12
<PAGE> 13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
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 $10 million available on its existing 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.
13
<PAGE> 14
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.
The Annual Meeting of the Shareholders of the registrant was held on June 6,
1995. The following matters were voted upon and approved at the meeting:
<TABLE>
<CAPTION>
Broker
Votes Cast Non-
-----------------------------------------
Matter For Against Withheld Abstentions votes
------ ----- ------- -------- ----------- -----
<S> <C> <C> <C> <C> <C>
1. Election of Class II Directors:
Cochrane Chase 7,902,746 - 270,898 - -
H. David Bright 7,902,746 - 270,898 - -
William C. Shepherd 7,901,446 - 272,198 - -
2. Approval of Furon
Company 1995 Stock
Incentive Plan 4,930,733 2,469,024 - 122,897 650,990
3. Ratification of
appointment of
Ernst & Young LLP as
Independent Auditors
for Fiscal Year Ending
February 3, 1996 7,682,665 21,740 - 469,239 -
</TABLE>
14
<PAGE> 15
FURON COMPANY
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
<TABLE>
<CAPTION>
(a) Exhibits: PAGE NUMBER
-----------
<S> <C>
The exhibits listed in the accompanying index are filed as part of
this quarterly report.
10.12A First Amendment to 1993 Non-Employee Directors' Stock
Compensation Plan 17
10.13** 1995 Stock Incentive Plan (Incorporated by
reference to Exhibit A to the Registrant's
definitive Proxy Statement filed May 1, 1995,
Commission File No. 0-8088)
11 Statement re: Computation of Net Income Per Share 18
27 Financial Data Schedule 19
</TABLE>
(b) Reports on Form 8-K:
There were no reports on Form 8-K for the three months ended
July 29, 1995.
**A management contract or compensatory plan or arrangement.
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 Officer Controller
and Treasurer
August 24, 1995
16
<PAGE> 1
Exhibit 10.12A
First Amendment
to
1993 Non-Employee Directors' Stock Compensation Plan
Adopted June 6, 1995
Section 2.16 of the Plan is hereby amended in its entirety to read as
follows:
"2.16 Fair Market Value shall have the meaning given that term
in Section 7.1(r) of the Furon Company 1995 Stock Incentive Plan."
17
<PAGE> 1
EXHIBIT 11
FURON COMPANY
Computation of Net Income Per Share
<TABLE>
<CAPTION>
Three months ended Six months ended
------------------------- -------------------------
July 29, July 30, July 29, July 30,
1995 1994 1995 1994
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PRIMARY INCOME PER SHARE
Earnings
Net income $2,710,000 $2,667,000 $6,065,000 $5,081,000
========== ========== ========== ==========
Shares
Weighted average number
of common shares
outstanding 8,826,000 8,691,000 8,807,000 8,673,000
Shares issuable from assumed
exercise of stock options 273,000 230,000 259,000 260,000
---------- ---------- ---------- ----------
Average shares as adjusted 9,099,000 8,921,000 9,066,000 8,933,000
---------- ---------- ---------- ----------
Primary income per share $ 0.30 $ 0.30 $ 0.67 $ 0.57
---------- ---------- ---------- ----------
FULLY DILUTED INCOME PER SHARE
Earnings
Net income $2,710,000 $2,667,000 $6,065,000 $5,081,000
---------- ---------- ---------- ----------
Shares
Weighted average number
of common shares outstanding 8,826,000 8,691,000 8,807,000 8,673,000
Shares issuable from assumed
exercise of stock options 274,000 309,000 267,000 312,000
---------- ---------- ---------- ----------
Average shares as adjusted
for full dilution 9,100,000 9,000,000 9,074,000 8,985,000
---------- ---------- ---------- ----------
Fully diluted income per share $ 0.30 $ 0.30 $ 0.67 $ 0.57
---------- ---------- ---------- ----------
</TABLE>
18
<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 six months ended July 29, 1995.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-03-1996
<PERIOD-END> JUL-29-1995
<EXCHANGE-RATE> 1,000
<CASH> 2,043
<SECURITIES> 0
<RECEIVABLES> 46,042
<ALLOWANCES> 926
<INVENTORY> 38,280
<CURRENT-ASSETS> 98,451
<PP&E> 130,862
<DEPRECIATION> 66,456
<TOTAL-ASSETS> 197,642
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<COMMON> 37,261
0
0
<OTHER-SE> 61,404
<TOTAL-LIABILITY-AND-EQUITY> 197,642
<SALES> 170,753
<TOTAL-REVENUES> 170,753
<CGS> 122,850
<TOTAL-COSTS> 161,353
<OTHER-EXPENSES> (1,512)
<LOSS-PROVISION> 260
<INTEREST-EXPENSE> 1,581
<INCOME-PRETAX> 9,331
<INCOME-TAX> 3,266
<INCOME-CONTINUING> 6,065
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,065
<EPS-PRIMARY> 0.67
<EPS-DILUTED> 0.67
</TABLE>
