<PAGE> 1
UNITED STATES
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 September 30, 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 0-11936
-------------------------------------------------------
LAFARGE CORPORATION
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 58-1290226
- ------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11130 SUNRISE VALLEY DRIVE, SUITE 300, RESTON, VA 22091
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
703-264-3600
- ------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Outstanding as of
Class October 31, 1994
------------------------------------ ----------------
<S> <C>
Common Stock of Lafarge Corporation
($1 par value) 59,516,144
Exchangeable Preference Shares of
Lafarge Canada Inc.
(no par value) 8,487,017
-----------
Total Common Equity Interests 68,003,161
===========
</TABLE>
Number of pages contained in this report 15
--
Total sequentially numbered pages 15
--
Exhibit index on page 13.
--
1
<PAGE> 2
LAFARGE CORPORATION AND SUBSIDIARIES
FORM 10-Q - FOR THE QUARTER ENDED SEPTEMBER 30, 1994
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
a) Condensed Consolidated Statements
of Income - Three-Month and Nine-Month
Periods Ended September, 1994 and 1993 3
b) Condensed Consolidated Balance Sheets -
September 30, 1994, September 30, 1993,
and December 31, 1993 4
c) Condensed Consolidated Statements of
Cash Flows - Nine-Month Period
Ended September 30, 1994 and 1993 5
d) Condensed Consolidated Geographic Information -
Three-Month and Nine-Month Periods
Ended September 30, 1994 and 1993 6
e) Notes to Condensed Consolidated Financial Statement 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 6(a). Exhibits 13
Item 6(b). Reports on Form 8-K 13
SIGNATURE 14
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
LAFARGE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(Unaudited and in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------------------ ------------------------
1994 1993 1994 1993
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
NET SALES $ 528,416 $ 510,614 $1,159,563 $1,096,862
---------- ---------- ---------- ----------
COST AND EXPENSES
Cost of goods sold 384,296 381,564 940,882 929,005
Selling and administrative 42,399 39,686 121,685 120,464
Interest expense, net 9,297 10,294 26,114 32,438
Other expense (income), net (3,509) (617) 3,607 (5,020)
---------- ---------- ---------- ----------
Total costs and expenses 432,483 430,927 1,092,288 1,076,887
---------- ---------- ---------- ----------
Pre-tax income 95,933 79,687 67,275 19,975
Income tax expense (23,744) (25,409) (18,816) (16,304)
---------- ---------- ---------- ----------
NET INCOME $ 72,189 $ 54,278 $ 48,459 $ 3,671
========== ========== ========== ==========
NET INCOME PER COMMON
EQUITY SHARE-PRIMARY $ 1.06 $ .90 $ .71 $ .06
========== ========== ========== ==========
NET INCOME PER COMMON
EQUITY SHARE-ASSUMING
FULL DILUTION $ 1.01 $ .87 $ .71 $ .06
========== ========== ========== ==========
DIVIDENDS PER COMMON EQUITY SHARE $ .075 $ .075 $ .225 $ .225
========== ========== ========== ==========
Average number of common equity
shares outstanding 68,322 59,987 68,244 59,771
========== ========== ========== ==========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
3
<PAGE> 4
LAFARGE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheet
(Unaudited and in thousands)
<TABLE>
<CAPTION>
September 30 September 30 December 31
1994 1993 1993
------------ ------------ -----------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 157,151 $ 57,674 $ 109,294
Receivables, net 364,751 349,628 253,207
Inventories 171,441 185,388 186,082
Other current assets 32,255 28,457 36,661
---------- ---------- ----------
Total current assets 725,598 621,147 585,244
Property, plant and equipment, net 779,659 897,755 880,724
Excess of cost over net assets
of businesses acquired, net 25,830 40,844 39,636
Other assets 161,822 160,655 168,114
---------- ---------- ----------
TOTAL ASSETS $1,692,909 $1,720,401 $1,673,718
========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 256,871 $ 216,428 $ 226,585
Income taxes payable 36,670 26,984 28,846
Current portion of long-term debt 36,224 55,183 14,373
---------- ---------- ----------
Total current liabilities 329,765 298,595 269,804
Long-term debt 313,878 521,996 373,230
Deferred income tax 81,265 95,362 101,395
Other postretirement benefits 120,237 119,838 120,676
Other long-term liabilities 12,621 17,243 16,948
---------- ---------- ----------
Total liabilities 857,766 1,053,034 882,053
---------- ---------- ----------
Common equity interests
Common shares 59,512 47,271 55,290
Exchangeable shares 57,676 84,740 78,443
Additional paid-in-capital 570,670 414,957 535,685
Retained earnings 197,854 167,471 164,702
Foreign currency translation adjustments (50,569) (47,072) (42,455)
---------- ---------- ----------
Total shareholders' equity 835,143 667,367 791,665
---------- ---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,692,909 $1,720,401 $1,673,718
========== ========== ==========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
4
<PAGE> 5
LAFARGE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited and in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30
---------------------
1994 1993
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATIONS
Net income $ 48,459 $ 3,671
Adjustments to reconcile net income
to net cash provided by operations:
Depreciation, depletion and amortization 80,753 86,996
Provision for doubtful accounts 3,945 4,333
Gain on sale of assets (8,563) (13,565)
Other postretirement benefits 2,218 3,811
Restructuring (11,619) 0
Other non-cash charges and credits, net (15,540) (6,522)
Changes in working capital (68,977) (56,453)
-------- --------
Net cash provided by operations: 30,676 22,271
-------- --------
CASH FLOWS FROM INVESTING
Capital expenditures (69,210) (45,637)
Acquisitions (4,371) (744)
Proceeds from dispositions 121,733 52,637
Other 3,939 2,606
-------- --------
Net cash received from investing 52,091 8,862
-------- --------
CASH FLOWS FROM FINANCING
Net decrease in long-term borrowings (37,473) (44,987)
Issuance of equity securities 11,189 3,942
Dividends, net of reinvestments (8,056) (11,001)
-------- --------
Net cash consumed by financing (34,340) (52,046)
-------- --------
Effect of exchange rate changes (570) (6,071)
-------- --------
NET INCREASE (DECREASE) IN CASH 47,857 (26,984)
CASH AT THE BEGINNING OF THE PERIOD 109,294 84,658
-------- --------
CASH AT THE END OF THE PERIOD $ 157,151 $ 57,674
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
5
<PAGE> 6
LAFARGE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Geographic Information
(Unaudited and in thousands)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------------------ ------------------------
1994 1993 1994 1993
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
NET SALES
Canada $ 239,190 $ 229,261 $ 481,693 $ 466,948
United States 289,226 281,353 677,870 629,914
---------- ---------- ---------- ----------
TOTAL NET SALES $ 528,416 $ 510,614 $1,159,563 $1,096,862
========== ========== ========== ==========
INCOME FROM OPERATIONS
Canada $ 48,615 $ 46,983 $ 27,782 $ 27,014
United States 56,615 42,998 65,607 25,399
---------- ---------- ---------- ----------
TOTAL INCOME FROM
OPERATIONS 105,230 89,981 93,389 52,413
Interest expense, net (9,297) (10,294) (26,114) (32,438)
---------- ---------- ---------- ----------
PRE-TAX INCOME $ 95,933 $ 79,687 $ 67,275 $ 19,975
========== ========== ========== ==========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
6
<PAGE> 7
LAFARGE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
1. The Registrant is engaged in the production and sale of cement,
ready-mixed concrete, other concrete products, asphalt and aggregates.
The Registrant operates in the U.S. and, through its major operating
subsidiary Lafarge Canada Inc. ("LCI"), in Canada. The Registrant's
wholly-owned subsidiary, Systech Environmental Corporation, and its
Canadian affiliate, are engaged in waste recovery and disposal
utilizing industrial wastes as supplemental fuels in cement kilns.
Lafarge Coppee S.A., a French corporation, and certain of its
affiliates own a majority of the Registrant's outstanding voting
securities.
2. The condensed consolidated financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission. As a result, certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted. The Registrant believes that the disclosures made are
adequate to make the information presented not misleading. These
condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and related
notes included in the Registrant's 1993 Annual Report on Form 10-K.
3. Effective January 1, 1994, the Registrant adopted Statement of
Financial Accounting Standards No. 112, "Accounting for Other
Postemployment Benefits". The cumulative effect of this change in
accounting principle was charged to other expense and was not material
to the Registrant's financial position and operating results. Also
effective January 1, 1994, the Registrant adopted Statement of
Financial Accounting Standards No. 115 "Accounting for Certain
Investments in Debt and Equity Securities". This statement had no
impact on the Registrant's financial position and operating results.
4. Because of seasonal, weather-related conditions in several of the
Registrant's marketing areas, earnings of any one quarter should not
be considered as indicative of results to be expected for a full
fiscal year or any other interim period.
5. Substantially all U.S. inventories other than maintenance and
operating supplies are costed using the last-in, first-out ("LIFO")
method and all other inventories are valued at average cost. At
September 30, 1994 and 1993, and at December 31, 1993, inventories
consisted of the following (in thousands):
7
<PAGE> 8
<TABLE>
<CAPTION>
September 30 September 30 December 31
1994 1993 1993
------------ ------------ -----------
<S> <C> <C> <C>
Finished products $ 77,084 $ 90,573 $ 89,700
Work in process 8,416 11,662 10,681
Raw materials and fuel 44,851 39,495 39,668
Maintenance and operating
supplies 41,090 43,658 46,033
---------- ---------- -----------
Total inventories $ 171,441 $ 185,388 $ 186,082
========== ========== ===========
</TABLE>
6. Cash paid during the period for interest and taxes is as follows (in
thousands):
<TABLE>
<CAPTION>
Nine Months
Ended September 30
----------------------
1994 1993
-------- --------
<S> <C> <C>
Interest $ 20,349 $ 28,999
Income taxes 22,538 25,617
</TABLE>
7. During the quarter the Registrant sold certain non-strategic assets
generating proceeds of $107.4 million and recorded a net gain of
approximately $4.9 million.
8. In the opinion of management, the accompanying condensed consolidated
financial statements reflect all adjustments (which included only
normal recurring adjustments) necessary to present fairly the
Registrant's financial position as of the applicable dates and the
results of its operations and the changes in its cash flows for the
interim periods presented.
8
<PAGE> 9
LAFARGE CORPORATION AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The Registrant reported earnings of $72.2 million for the quarter ended
September 30, 1994, 33 percent higher than last year's third quarter earnings
of $54.3 million. Earnings per common equity share for the period were $1.06
compared with $.90 for the same quarter last year. Higher cement prices in the
U.S. and better business conditions in Central and Eastern Canada were the main
factors behind the improved earnings. The Registrant's Canadian operations
reported net income of $26.7 million, a $3.0 million increase from last year.
In the U.S., net income was $45.5 million, $14.9 million better than 1993.
The Registrant's net sales increased 3 percent in the third quarter of 1994 to
$528.4 million from $510.6 million last year. However, after adjusting for
sales lost from the Registrant's divested operations in 1994 and 1993, net
sales from continuing operations were approximately 8 percent higher than 1993.
These divested operations included the September 9 sale of the Registrant's New
Braunfels, Texas cement plant, three cement terminals and an equity interest in
an aggregate operation in addition to the late 1993 divestment of aggregate
operations located in Southern Ohio and Illinois. The improvement was
primarily due to higher cement sales volumes and prices coupled with an
increase in ready-mixed concrete sales. Canadian net sales were $239.2 million
compared to $229.3 million in the third quarter of 1993. U.S. net sales were
$289.2 million, a 3 percent increase from last year. Cement sales volumes from
the Registrant's continuing operations reached 4.1 million tons, a 5 percent
improvement from the third quarter of 1993. Ready-mixed concrete sales rose 13
percent in the third quarter to 1.7 million cubic meters with the strongest
gains centered in Ontario. Aggregate shipments from continuing operations
climbed 9 percent to 15.6 million tons.
The third quarter's contribution from the Registrant's cement operations was
$76.9 million, $12.0 million higher than the third quarter of last year.
Cement results were better primarily due to a 6 percent increase in the average
net selling price. Net sales from cement operations increased 7 percent.
Excluding sales lost from divestments, revenues from continuing operations were
up 11 percent in the quarter. In Canada, the contribution from cement
operations was $27.5 million, $3.2 million better than last year. Increases in
cement shipments and prices in Eastern Canada were partially offset by lower
earnings in Western Canada as higher prices and volumes were more than offset
by higher gas prices at the Exshaw plant coupled with higher process fuel and
maintenance costs at the Richmond plant. Net sales from Canadian operations
increased 6 percent. Cement shipments, led by a 16 percent increase in Eastern
Canada, were 10 percent higher than the third quarter of 1993. Excluding the
exchange rate fluctuation, the average
9
<PAGE> 10
net sales price in Canada was 2 percent higher than a year ago. The U.S.
contribution from cement operations in the third quarter was $49.4 million.
This was $8.8 million better than 1993 mostly due to higher cement prices. Net
sales in the U.S. were 7 percent higher than 1993, while cement shipments
declined 1 percent. The shipments lost from the sale of the Registrant's New
Braunfels, Texas cement plant and three terminals were more than offset by a 7
percent increase in the average net sales price.
Earnings from the Registrant's construction materials and waste management
operations were $33.0 million, a $1.2 million improvement over the third
quarter of last year. Net sales increased 1 percent from 1993; however, after
adjusting for sales lost from divestments, revenues were approximately 6
percent higher. Canadian earnings in the quarter were $24.6 million, $0.9
million better than prior year. The higher earnings were due to improvements
in Eastern Canada where an increase in construction activity prompted
ready-mixed concrete and aggregate shipments to rise 23 percent and 14 percent.
Partly offsetting the higher earnings were expenses related to the development
of a new financial system. Net sales in Canada were 4 percent higher than
1993. Compared to the third quarter of 1993, ready-mixed concrete and
aggregate volumes in Canada were 8 percent and 7 percent higher. Third quarter
earnings in the U.S. were $8.4 million. This was $0.3 million higher than the
same period a year ago. Earnings improved in the Registrant's Midwestern
markets which were hampered in 1993 by adverse weather conditions (flooding).
These improvements were offset by declines in the Northern markets and costs
associated with the announced cessation of the use of waste fuels at one plant
in the Registrant's waste management operations. Net sales were 5 percent less
than last year primarily due to divested operations. Ready-mixed concrete
shipments in the U.S. were up 25 percent while aggregate shipments from
continuing operations climbed 13 percent.
Other income, net for the quarter was $3.5 million compared to income of $0.6
million last year. The change resulted mostly from higher divestment gains and
income from a year-to-date adjustment to postretirement benefits based on a new
actuarial valuation. Divestment proceeds were used to eliminate a significant
portion of the Registrant's floating rate debt. Consequently, a portion of the
Registrant's fixed interest rate swaps exceeded the floating rate debt
resulting in a non-cash, mark-to-market provision of $2.7 million in the
quarter. Other income was also negatively impacted by exchange losses in
Canada.
Income tax expense for the three months ended September 30, 1994 was $23.7
million which was $1.7 million lower than the same period in 1993. The
Canadian income taxes decreased $2.5 million. The Canadian effective income
tax rates were 44.4 percent in 1994 and 50.2 percent in 1993. Certain elements
of the Canadian income tax provision are fixed in amount. The decrease in the
effective tax rate in the quarter was caused by a lower percentage of these
fixed amounts relative to higher earnings expected for the current year.
10
<PAGE> 11
For the nine months ended September 30, 1994, the Registrant reported net
income of $48.5 million or $.71 per common equity share. This compares with
net income of $3.7 million, or $.06 per common equity share, for the first nine
months of 1993. The Registrant's Canadian operations reported net income of
$17.2 million, a $1.1 million improvement over 1993. Improved results in
Eastern Canada were offset by the absence of divestment gains, an adjustment of
deferred income taxes in 1993 due to a change in enacted rates, higher
production costs in the Western Cement Region and expenses for development of a
new financial system for construction materials. In the U.S., net income was
$31.3 million, $43.7 million better than 1993. The improved U.S. performance
resulted from an increase in cement shipments and prices, a 25 percent increase
in ready-mixed concrete shipments in the Southern and Midwestern construction
materials markets and higher divestment gains. In addition, interest expense
in the U.S. was $4.7 million lower.
For the nine months ended September 30, 1994, the Registrant's net sales were
$1,159.6 million, up 6 percent from 1993. Excluding the impact of divestments,
net sales increased 9 percent. Higher sales were primarily due to 6 percent
and 13 percent increases in cement and ready-mixed concrete shipments and 6
percent higher cement prices. However, partially offsetting these increases
was the exchange rate impact resulting from a drop in the value of the Canadian
dollar relative to the U.S. dollar. Canadian net sales were $481.7 million, an
increase of 3 percent from last year. U.S. net sales rose 8 percent to $677.9
million. Aggregate volumes from continuing operations increased 8 percent.
The year-to-date contribution from the Registrant's cement operations was $98.5
million, $40.3 million higher than last year. Net sales through September were
$657.3 million, an increase of 10 percent. Canadian operations reported a
contribution of $31.7 million, $4.7 million better than last year. Higher
sales volumes and prices were partly offset by higher gas prices at the Exshaw
plant and higher maintenance costs at the Richmond and St-Constant plants.
Canadian net sales and shipments increased 4 percent and 6 percent. Average
net sales prices increased approximately 4 percent prior to the exchange rate
fluctuation including a 7 percent rise in Eastern Canada. Earnings from U.S.
cement operations were $66.8 million, $35.6 million higher than the prior year.
The higher earnings were primarily attributable to a 7 percent increase in net
sales prices coupled with a 5 percent increase in shipments. Due to the
increases in price and volume, net sales from U.S. operations increased 12
percent.
Through September, the Registrant's construction materials and waste management
operations contributed $18.4 million. This was $8.1 million better than the
same period last year. Net sales were 2 percent better than last year. Net
sales from continuing operations were 6 percent higher than 1993. Canadian
operations contributed $5.5 million, an increase of $1.2 million over 1993.
Better results in Eastern Canada due to higher volumes were offset by lower
volumes and lower ready-mixed
11
<PAGE> 12
concrete prices in the west coupled with expenses for the development of a new
financial system. Net sales were 4 percent higher than last year. Compared to
the first nine months of 1993, ready-mixed concrete and aggregate volumes in
Canada both increased 7 percent. The U.S. operations earned $12.9 million
compared to a profit of $6.0 million in 1993. The better results were
primarily attributable to the Registrant's Southern and Midwestern U.S. markets
where ready-mixed concrete shipments were up 26 percent. Aggregate shipments
from continuing operations increased 10 percent. Net sales in the U.S. were 1
percent lower than 1993 mainly due to the impact of divestments.
Net interest expense was $6.3 million lower than the nine months ended
September 30, 1993 primarily due to a decrease in average debt levels in the
U.S. and the impact of higher interest rates on investments. Other expense,
net for the first nine months of the year was $3.6 million compared with other
income of $5.0 million last year. The change resulted mainly from exchange
losses in Canada, the previously noted mark-to-market interest rate swap
adjustment, a one-time accounting charge for the adoption of SFAS No. 112,
"Employers' Accounting for Postemployment Benefits" and higher pension income
in the prior year.
Working capital (excluding cash, current portion of long-term debt and the
impact of exchange rate changes) decreased $44.3 million from September 30,
1993 to September 30, 1994 mainly due to a $41.0 million increase in accounts
payable and accrued liabilities. The increase resulted from the restructuring
accrual in the fourth quarter of 1993 and the timing of purchases and payments.
Net cash provided by operating activities improved in 1994 primarily as a
result of an increase in net income partly offset by higher other non-cash
adjustments and an increase in working capital requirements.
Cash flows from investing activities were $52.1 million for the first nine
months of 1994 compared to $8.9 million in 1993. The Registrant's capital
spending and acquisitions in 1994 were $27.2 million more than 1993; however,
disposition proceeds totalled $121.7 million in 1994 compared to $52.6 million
in 1993. The 1994 proceeds resulted mainly from the sale of the Balcones
cement plant and three terminals and an equity interest in one of the
Registrant's construction materials operations.
Net cash consumed by financing activities in the first nine months of 1994 and
1993 consisted mainly of debt reduction from the use of proceeds received from
the divestment of non-strategic assets.
Capital investments related to existing operations are not expected to exceed
$137 million in 1994. At September 30, 1994, the Registrant had no material
capital commitments and had $150 million of committed bank lines of credit of
which none had been drawn.
12
<PAGE> 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The retrial of the Lone Star case began on October 24, 1994 (see Registrant's
annual report on Form 10-K for the year ended December 31, 1993 and quarterly
reports on Form 10-Q for the quarters ended March 31, 1994 and June 30, 1994
for a description of the Lone Star case). A decision is expected by the end of
the year.
With respect to the Registrant's Alpena, Michigan cement plant's alleged
violations of the BIF regulations in connection with its utilization of waste
fuels and also its alleged violations of the applicable Michigan solid waste
management requirements in connection with its management of cement kiln dust
("CKD") (see the Registrant's annual report on Form 10-K for the year ended
December 31, 1993 for a description of these matters), the Registrant and the
State of Michigan have agreed to a consent judgment providing for penalties
totalling approximately $750,000, a cost reimbursement payment of $50,000 and
the Registrant's investment of $650,000 in supplemental environmental projects.
The court hearing to finalize this consent judgment has been postponed because
a third party has raised certain procedural issues in an ex parte communication
to the judge, and the judge has requested that the parties prepare legal briefs
regarding these issues. The Registrant expects that the hearing will be held by
the end of the year.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits Page
-------- ----
Exhibit 11 - Statement regarding computation
of net income per common equity share.
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed by
the Registrant during the three-months
ended September 30, 1994
13
<PAGE> 14
SIGNATURE
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.
LAFARGE CORPORATION
Date: November 14, 1994 By: JEAN-PIERRE CLOISEAU
--------------------
Jean-Pierre Cloiseau
Executive Vice President
and Chief Financial Officer
14
<PAGE> 1
LAFARGE CORPORATION AND SUBSIDIARIES EXHIBIT 11
Computation of Net Income per Common Equity Share
(Unaudited and in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------------------ -----------------------
1994 1993 1994 1993
-------- -------- -------- --------
<S> <C> <C> <C> <C>
PRIMARY CALCULATION
- -------------------
Net income $ 72,189 $ 54,278 $ 48,459 $ 3,671
======== ======== ======== ========
Weighted average number
of common equity
shares outstanding 67,868 59,665 67,626 59,523
Net effect of dilutive
stock options based on
the treasury method 454 322 618 248
-------- -------- -------- --------
Weighted average number
of common equity shares
and share equivalents
outstanding 68,322 59,987 68,244 59,771
-------- -------- -------- --------
Primary net income
per common equity share $ 1.06 $ .90 $ .71 $ .06
======== ======== ======== ========
FULLY DILUTED CALCULATION
- -------------------------
Net income $ 72,189 $ 54,278 $ 48,459 $ 3,671
Add interest expenses
applicable to 7% Convertible
Subordinated Debentures 1,750 1,750 5,250 5,250
-------- -------- -------- --------
Net income assuming
full dilution $ 73,939 $ 56,028 $ 53,709 $ 8,921
======== ======== ======== ========
Weighted average number
of common equity
shares outstanding 67,868 59,665 67,626 59,523
Add additional shares
assuming conversion
of 7% Convertible
Subordinated Debentures 4,520 4,520 4,520 4,520
Net effect of dilutive
stock options based on
the treasury stock method 462 525 618 524
-------- -------- -------- --------
Weighted average number of
common equity shares
assuming full conversion
of all potentially
dilutive securities 72,850 64,710 72,764 64,567
======== ======== ======== ========
Fully diluted net income
per common
equity share $ 1.01 $ .87 $ .74(a) $ .14(a)
======== ======== ======== ========
</TABLE>
(a) This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although it is contrary to paragraph 40 of APB Opinion No. 15
because it produces an anti-dilutive result.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> SEP-30-1994
<EXCHANGE-RATE> 1
<CASH> 157,151
<SECURITIES> 0
<RECEIVABLES> 364,751
<ALLOWANCES> 0
<INVENTORY> 171,441
<CURRENT-ASSETS> 725,598
<PP&E> 779,659<F1>
<DEPRECIATION> 0<F1>
<TOTAL-ASSETS> 1,692,909
<CURRENT-LIABILITIES> 329,765
<BONDS> 313,878
<COMMON> 687,858
0
0
<OTHER-SE> 147,285
<TOTAL-LIABILITY-AND-EQUITY> 1,692,909
<SALES> 1,159,563
<TOTAL-REVENUES> 1,159,563
<CGS> 940,882
<TOTAL-COSTS> 940,882
<OTHER-EXPENSES> 3,607
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 26,114
<INCOME-PRETAX> 67,275
<INCOME-TAX> 18,816
<INCOME-CONTINUING> 48,459
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 48,459
<EPS-PRIMARY> .71
<EPS-DILUTED> .71
<FN>
<F1> PP&E, net shown only. Interim financial statements do not
require PP&E at cost and accumulated depreciation and
depletion.
</FN>
</TABLE>
