<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 MARCH 31, 1995
------------------------------------------------
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 April 30, 1995
--------------------------------- -----------------
<S> <C>
Common Stock of Lafarge Corporation
($1 par value) 59,931,726
Exchangeable Preference Shares of
Lafarge Canada Inc.
(no par value) 8,478,155
-----------
Total Common Equity Interests 68,409,881
===========
</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 MARCH 31, 1995
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
a) Condensed Consolidated Statements
of Income (Loss) - Three-Month and
Twelve-Month Periods Ended
March 31, 1995 and 1994 3
b) Condensed Consolidated Balance Sheets -
March 31, 1995, March 31, 1994, and
December 31, 1994 4
c) Condensed Consolidated Statements of
Cash Flows - Three-Month and Twelve-Month
Periods Ended March 31, 1995 and 1994 5
d) Condensed Consolidated Geographic Information -
Three-Month and Twelve-Month Periods
Ended March 31, 1995 and 1994 6
e) Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 4. Submission of Matters to a Vote of Security Holders 12
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 (Loss)
(Unaudited and in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Twelve Months
Ended March 31 Ended March 31
----------------------------- ------------------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
NET SALES $ 196,789 $ 207,772 $1,552,267 $1,510,440
---------- ---------- ---------- ----------
COST AND EXPENSES
Cost of goods sold 212,703 231,021 1,236,328 1,239,679
Selling and administrative 35,480 39,069 159,782 160,634
Interest expense, net 3,032 8,067 23,745 40,260
Other expense (income), net (4,580) 3,456 (4,670) 6,033
Restructuring - - - 21,600
---------- ---------- ---------- ----------
Total costs and expenses 246,635 281,613 1,415,185 1,468,206
---------- ---------- ---------- ----------
Pre-tax income (loss) (49,846) (73,841) 137,082 42,234
Income tax benefit (expense) 7,793 11,982 (36,640) (25,347)
---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (42,053) $ (61,859) $ 100,442 $ 16,887
========== ========== ========== ==========
NET INCOME (LOSS) PER COMMON EQUITY
SHARE-PRIMARY AND ASSUMING
FULL DILUTION $ (.62) $ (.92) $ 1.47 $ .26
========== ========== ========== ==========
DIVIDENDS PER COMMON EQUITY SHARE $ .075 $ .075 $ .300 $ .300
========== ========== ========== ==========
Average number of common equity
shares outstanding 68,251 67,346 68,379 63,730
========== ========== ========== ==========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
3
<PAGE> 4
LAFARGE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited and in thousands)
<TABLE>
<CAPTION>
March 31 March 31 December 31
1995 1994 1994
------------ ------------ -----------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 160,766 $ 107,978 $ 193,057
Short-term investments 54,248 - 50,500
Receivables, net 174,619 185,887 257,093
Inventories 191,467 203,261 175,433
Other current assets 30,393 39,178 31,052
----------- ----------- -----------
Total current assets 611,493 536,304 707,135
Property, plant and equipment, net 752,754 854,957 751,880
Excess of cost over net assets
of businesses acquired, net 21,205 38,553 21,926
Other assets 173,843 163,079 170,490
----------- ----------- -----------
TOTAL ASSETS $1,559,295 $1,592,893 $1,651,431
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 217,967 $ 215,173 $ 247,378
Income taxes payable 26,441 14,347 39,614
Current portion of long-term debt 16,729 19,140 17,813
----------- ----------- -----------
Total current liabilities 261,137 248,660 304,805
Long-term debt 285,392 398,916 290,668
Deferred income tax 69,218 97,735 68,326
Other postretirement benefits 121,448 121,361 120,591
Other long-term liabilities 23,346 16,285 25,587
----------- ----------- -----------
Total liabilities 760,541 882,957 809,977
----------- ----------- -----------
Common equity interests
Common shares 59,902 58,642 59,694
Exchangeable shares 57,780 60,805 57,805
Additional paid-in-capital 579,026 560,863 576,054
Retained earnings 177,713 97,758 224,908
Foreign currency translation adjustments (75,667) (68,132) (77,007)
----------- ----------- -----------
Total shareholders' equity 798,754 709,936 841,454
----------- ----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,559,295 $1,592,893 $1,651,431
=========== =========== ===========
</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>
Three Months Twelve Months
Ended March 31 Ended March 31
----------------------------- -----------------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS
Net income (loss) $ (42,053) $ (61,859) $ 100,442 $ 16,887
Adjustments to reconcile net
income (loss) to net cash
provided by operations:
Depreciation, depletion and
amortization 23,071 27,945 98,712 113,497
Provision for doubtful accounts 609 906 5,644 5,385
Gain on sale of assets (9,525) (2,455) (24,867) (9,070)
Other postretirement benefits 822 1,293 3,020 4,628
Restructuring (1,670) (2,557) (12,709) 19,043
Other non-cash charges and
credits, net (2,008) (537) (28,872) (8,479)
Changes in working capital 22,023 16,486 18,650 3,172
---------- ---------- ---------- ----------
Net cash provided (consumed)
by operations: (8,731) (20,778) 160,020 145,063
---------- ---------- ---------- ----------
CASH FLOWS INVESTED
Capital expenditures (27,619) (18,934) (104,100) (63,217)
Acquisitions (972) (361) (5,350) (14,973)
Short-term investments (3,748) - (54,248) -
Proceeds from property, plant &
equipment dispositions 17,547 5,137 170,355 28,841
Other (709) 1,537 9,154 (984)
---------- ---------- ---------- ----------
Net cash returned (invested) (15,501) (12,621) 15,811 (50,333)
---------- ---------- ---------- ----------
CASH FLOWS FROM FINANCING
Net increase (decrease) in
long-term borrowings (6,363) 30,566 (115,912) (176,597)
Issuance of equity securities 37 9,244 4,590 133,276
Dividends, net of reinvestments (2,024) (3,437) (8,679) (13,640)
---------- ---------- ---------- ----------
Net cash provided (consumed)
by financing (8,350) 36,373 (120,001) (56,961)
---------- ---------- ---------- ----------
Effect of exchange rate changes 291 (4,290) (3,042) (10,152)
---------- ---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (32,291) (1,316) 52,788 27,617
CASH AND CASH EQUIVALENTS AT THE
BEGINNING OF THE PERIOD 193,057 109,294 107,978 80,361
---------- ---------- ---------- ----------
CASH AND CASH EQUIVALENTS AT THE END
OF THE PERIOD $ 160,766 $ 107,978 $ 160,766 $ 107,978
========== ========== ========== ==========
</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 Twelve Months
Ended March 31 Ended March 31
------------------------------ -------------------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
NET SALES
Canada $ 83,169 $ 77,683 $ 672,230 $ 644,153
United States 113,620 130,089 880,037 866,287
---------- ---------- ---------- ----------
TOTAL NET SALES $ 196,789 $ 207,772 $1,552,267 $1,510,440
========== ========== ========== ==========
INCOME (LOSS) FROM OPERATIONS
Canada $ (25,895) $ (33,331) $ 57,291 $ 39,554
United States (20,919) (32,443) 103,536 42,940
---------- ---------- ---------- ----------
TOTAL INCOME (LOSS) FROM
OPERATIONS (46,814) (65,774) 160,827 82,494
Interest expense, net (3,032) (8,067) (23,745) (40,260)
---------- ---------- ---------- ----------
PRE-TAX INCOME (LOSS) $ (49,846) $ (73,841) $ 137,082 $ 42,234
========== ========== ========== ==========
</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, is 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 1994 Annual Report on Form 10-K.
3. 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.
4. 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 March
31, 1995 and 1994, and at December 31, 1994, inventories consisted of
the following (in thousands):
<TABLE>
<CAPTION>
March 31 March 31 December 31
1995 1994 1994
------------ ------------ -----------
<S> <C> <C> <C>
Finished products $ 87,559 $ 93,934 $ 82,324
Work in process 23,688 29,406 8,427
Raw materials and fuel 41,320 36,336 45,291
Maintenance and operating
supplies 38,900 43,585 39,391
---------- ---------- ----------
Total inventories $ 191,467 $ 203,261 $ 175,433
========== ========== ==========
</TABLE>
7
<PAGE> 8
5. Cash paid (received) during the period for interest and taxes is as
follows (in thousands):
<TABLE>
<CAPTION>
Three Months Twelve Months
Ended March 31 Ended March 31
---------------------------- ----------------------------
1995 1994 1995 1994
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Interest, net $ (1,607) $ 3,830 $ 23,799 $ 41,782
Income taxes
(net of refunds) 3,646 2,335 44,100 26,180
</TABLE>
6. 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 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
Historically, the Registrant's first quarter sales and operating results are
negatively impacted by weather conditions that reduce construction activity,
particularly in northern markets. In addition, a substantial portion of the
year's major maintenance projects are performed during this period of low plant
utilization with the associated costs being charged to expense as incurred.
The seasonal pattern was again evident during the three-months ended March 31,
1995 when the Registrant incurred a net loss of $42.1 million, or $0.62 per
common equity share. This compares with a net loss of $61.9, or $0.92 per
common equity share, for the first quarter of 1994. Higher cement shipments,
an increase in cement prices (primarily in the U.S.), higher divestment gains
and lower interest expense were the main factors behind the improved results.
The Registrant's Canadian operations reported a net loss of $14.1 million, an
improvement of $3.1 million over 1994. The U.S. net loss was $28.0 million,
$16.7 million better than 1994.
The Registrant's net sales for the three-months ended March 31, 1995 were
$196.8 million as compared to $207.8 million in 1994, a decrease of 5 percent.
However, after adjusting for the absence of sales from the Registrant's 1994
divestments in the U.S., net sales from continuing operations were up 17
percent. The improvement was primarily due to higher cement sales volumes
resulting from favorable weather conditions and a 5 percent increase in cement
sales prices in the U.S., where three-quarters of the Registrant's cement is
sold. Canadian net sales were $83.2 million, an increase of 7 percent from
last year. U.S. net sales decreased 13 percent to $113.6 million due to the
1994 divestments. After adjusting for the impact of divestments, cement sales
volumes and aggregate shipments were 14 percent and 16 percent higher
respectively, while ready-mixed concrete shipments declined 2 percent.
The first quarter loss from the Registrant's cement operations was $22.0
million, $8.0 million better than last year. Results were better due to higher
sales volumes and prices somewhat offset by higher plant costs. Net sales
increased 9 percent, whereas net sales from continuing operations were up 22
percent. In Canada, the loss was $5.5 million. This was $3.7 million better
than last year. Net sales and cement shipments were approximately 10 percent
higher in Canada reflecting the ongoing recovery of construction activity in
Ontario. Excluding the exchange rate fluctuation, the average net sales price
in Canada was 1 percent higher than a year ago. Plants costs were higher than
1994 due to accelerated repair costs, start-up of second kilns at the Woodstock
and Brookfield plants and the production of specialty cement for the fixed link
9
<PAGE> 10
bridge project. These higher costs were partially offset by lower gas costs at
the Exshaw plant. The U.S. loss in the first quarter was $16.5 million. This
was $4.3 million better than 1994 due to higher sales volumes from continuing
operations and an increase in average net sales prices partially offset by
higher plant costs. Plant costs were higher mainly because of higher purchased
material costs at Alpena for the new raw materials project, higher fuel and
maintenance costs at Fredonia and more extensive refractory replacement at
Davenport. Aided by a 5 percent increase in the average net sales price per
ton, net sales were 9 percent higher than 1994 whereas, after adjusting for the
impact of divestments, net sales and cement shipments from continuing
operations were 28 percent and 16 percent higher, respectively.
The Registrant's construction materials and waste management operations lost
$22.9 million through March, $3.6 million better than 1994. Net sales declined
22 percent from 1994; however, after adjusting for the absence of sales from
1994 divestments in the U.S., revenues were 5 percent higher. The Canadian
loss was $17.6 million, $3.6 million better than last year. Ready-mixed
concrete margins improved in British Columbia despite lower volumes and
concrete product margins in eastern Canada were up due to higher pressure pipe
and concrete pipe sales. Net sales were 5 percent higher than 1994.
Ready-mixed concrete volumes were 5 percent lower but aggregate volumes were 9
percent higher. In the U.S., the loss through March was $5.3 million, the same
as last year. Due to divestments, net sales declined 47 percent; however,
after adjusting for 1994 divestments, net sales climbed 3 percent. Ready-mixed
concrete and aggregate shipments from continuing operations increased 2 percent
and 30 percent, respectively.
Through March, selling and administrative expenses were $3.6 million lower than
the same period last year. The reduction resulted primarily from divestments
and staff reductions related to restructuring.
Interest expense, net in the first quarter was $5.0 million lower than 1994 due
to lower average net indebtedness levels and the impact of higher interest
rates on investments. Other income, net for the quarter was $4.6 million as
compared with net expense of $3.5 million in 1994. The improvement resulted
mostly from gains on the sale of non strategic assets.
For each of the three-month periods ended March 31, 1995 and 1994 the
Registrant recorded an income tax benefit as a result of the seasonal loss from
its Canadian operations. No tax benefit was recorded for the U.S. loss. The
Canadian effective income tax rate was 40.6 percent for the first quarter of
1995 compared with 43.3 percent for the same period last year. Certain
elements of the Canadian income tax provision are fixed in amount. The
decrease in the effective rate was caused by a lower percentage of these fixed
amounts relative to the estimated operating results for the year.
10
<PAGE> 11
The Registrant's net income for the twelve-month period ended March 31, 1995
was $100.4 million compared to $16.9 for the same period ended March 31, 1994.
Net sales increased from $1,510.4 million to $1,552.3 million. Canadian net
sales increased 4 percent while U.S. sales were 2 percent higher. The sales
lost from 1994 divestments were more than offset by an increase in cement net
sales prices, cement shipments and ready-mixed concrete shipments. Interest
expense, net declined by $16.5 million due to lower average net indebtedness
levels, higher interest rates on investments and currency exchange gains on
U.S. dollar denominated investments in Canada. Other income, net was $4.7
million as compared to expense of $6.0 million. The improvement resulted
primarily from gains on the sale of non strategic assets partly offset by
interest rate swap expenses. Earnings also improved from the absence of a
one-time pre-tax restructuring charge of $21.6 million.
Net cash consumed from operating activities was lower during the first quarter
of 1995 compared with the first three months of 1994 primarily as a result of a
lower net loss. First quarter net investment cash flows were comparable to
last year with higher 1995 spending offset by increased divestments. The 1995
divestment proceeds resulted mainly from the sale of the Registrant's interest
in a Texas aggregate operation. Due to substantial cash levels during 1995,
the Registrant has not incurred seasonal short-term borrowings as in prior
years. This accounted for the significant first quarter change in financing
cash flows from 1995 and 1994. The equity issuances during 1994 were primarily
attributable to stock option exercises.
For the twelve-month period ended March 31, 1995, net cash provided from
operating activities improved over the same period in 1994 primarily as a
result of higher net income and a larger decrease in working capital partially
offset by other noncash adjustments to net income. Cash flows returned and
invested for the twelve-month periods ended March 31, 1995 and 1994 were $15.8
million and $50.3 million, respectively. The Registrant's capital spending and
acquisitions in 1995 were $31.3 million higher than 1994. Proceeds from
property, plant and equipment dispositions were $141.5 million higher due to
the divestment of various non strategic assets. Net cash consumed by financing
activities for the twelve-month periods in 1995 and 1994 consisted mainly of
debt reduction. The reduction of debt in 1995 resulted mostly from proceeds
received upon the divestment of non strategic assets, whereas the 1994
reduction was from net proceeds received from the sale of common shares in
October 1993.
Capital investments are not expected to exceed $200.0 million in 1995. At
March 31, 1995, the Registrant had no material capital commitments and had
$150.0 million of committed bank lines of credit of which none had been drawn.
11
<PAGE> 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On May 3, 1995, Lone Star Industries, Inc. filed its Notice of Appeal in the
United States District Court for the district of Maryland, stating that it was
appealing to the U.S. Court of Appeals for the Fourth Circuit the partial
judgment entered in the Lone Star case on December 20, 1994 in which it was
awarded $8.4 million as damages for breach of express warranty and $.9 million
for prejudgment interest and from so much of the district court's final
judgment of April 3, 1995 as denied Lone Star's motion for a new trial as to
damages and its claim made pursuant to Chapter 93A of the Massachusetts Unfair
Trade Practices statute. The Registrant anticipates filing a cross appeal in
this action seeking, among other things, to apply the defense of statute of
limitations to Lone Star's damage award.
With respect to alleged excess opacity emissions at the Registrant's Joppa,
Illinois plant, the Registrant believes that it has reached a settlement with
the Illinois EPA which will involve the Registrant's payment of a penalty in
the amount of $100,000. This resolution is in the process of being documented
in a formal agreement.
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders of the Registrant was held on May 2, 1995. A
total of 68,374,670 shares were entitled to be voted. At the meeting,
shareholders elected the 17 nominees for the Board of Directors identified
below:
<TABLE>
<CAPTION>
Director Elected Votes For Votes Withheld
- ---------------- --------- --------------
<S> <C> <C>
Thomas A. Buell 53,783,419 25,032
Marshall A. Cohen 53,781,345 27,106
Bertrand P. Collomb 53,753,614 54,837
Bernard L. Kasriel 53,750,719 57,732
Jacques Lefevre 53,752,051 56,400
Paul W. MacAvoy 53,783,819 24,632
Claudine B. Malone 53,779,919 28,532
Alonzo L. McDonald 53,779,704 28,747
David E. Mitchell 53,779,893 28,558
Robert W. Murdoch 53,753,158 55,293
Bertin F. Nadeau 53,779,814 28,637
John M. Piecuch 53,753,199 55,252
John D. Redfern 53,757,475 50,976
Joe M. Rodgers 53,783,184 25,267
Michel Rose 53,753,331 55,120
Ronald D. Southern 53,781,919 26,532
Edward H. Tuck 53,777,109 31,342
</TABLE>
12
<PAGE> 13
The shareholders approved certain amendments to the Registrant's 1993 Stock
Option Plan including provisions for the automatic grant of options to
nonemployee directors.
<TABLE>
<CAPTION>
Votes For Votes Against Abstentions Broker Non-Votes
- --------- ------------- ----------- ----------------
<S> <C> <C> <C>
52,540,876 1,141,657 125,918 -0-
</TABLE>
The shareholders ratified the appointment of Arthur Andersen LLP as auditors to
audit the financial statements of the Registrant for the year ending December
31, 1995, with voting as follows:
<TABLE>
<CAPTION>
Votes For Votes Against Abstentions Broker Non-Votes
- --------- ------------- ----------- ----------------
<S> <C> <C> <C>
53,783,649 14,396 10,406 -0-
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits Page
Exhibit 11 - Statement regarding computation
of net income (loss) per common equity share. 15
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant
during the three-months ended March 31, 1995.
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: May 12, 1995 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 (Loss) per Common Equity Share
(Unaudited and in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Twelve Months
Ended March 31 Ended March 31
-------------------------------- -------------------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
PRIMARY CALCULATION
- -------------------
Net income (loss) $ (42,053) $ (61,859) $ 100,442 $ 16,887
========= ========= ========= =========
Weighted average number
of common equity
shares outstanding 68,251 67,346 67,959 63,055
Net effect of dilutive
stock options based on
the treasury method - - 420 675
--------- --------- --------- ---------
Weighted average number
of common equity shares
and share equivalents
outstanding 68,251 67,346 68,379 63,730
========= ========= ========= =========
Primary net income (loss)
per common equity share $ (.62) $ (.92) $ 1.47 $ .26
========= ========= ========= =========
FULLY DILUTED CALCULATION
- -------------------------
Net income (loss) $ (42,053) $ (61,859) $ 100,442 $ 16,887
Add interest expenses
applicable to 7% Convertible
Subordinated Debentures 1,750 1,750 7,000 7,000
--------- --------- --------- ---------
Net income (loss) assuming
full dilution $ (40,303) $ (60,109) $ 107,442 $ 23,887
========= ========= ========= =========
Weighted average number
of common equity
shares outstanding 68,251 67,346 67,959 63,055
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 438 774 437 675
--------- --------- --------- ---------
Weighted average number of
common equity shares
assuming full conversion
of all potentially
dilutive securities 73,209 72,640 72,916 68,250
========= ========= ========= =========
Fully diluted net income
(loss) per common
equity share $ (.55)(a) $ (.83)(a) $ 1.47 $ .35(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.
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Lafarge Corporation and Subsidiaries
Article 5 of Regulation S-X
ART. 5 FDC FOR 1ST QUARTER 10-Q
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 160,766
<SECURITIES> 54,248
<RECEIVABLES> 174,619
<ALLOWANCES> 0
<INVENTORY> 191,467
<CURRENT-ASSETS> 611,493
<PP&E> 752,754<F1>
<DEPRECIATION> 0<F1>
<TOTAL-ASSETS> 1,559,295
<CURRENT-LIABILITIES> 261,137
<BONDS> 285,392
<COMMON> 696,708
0
0
<OTHER-SE> 102,046
<TOTAL-LIABILITY-AND-EQUITY> 1,559,295
<SALES> 196,789
<TOTAL-REVENUES> 196,789
<CGS> 212,703
<TOTAL-COSTS> 212,703
<OTHER-EXPENSES> (4,580)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,032
<INCOME-PRETAX> (49,846)
<INCOME-TAX> (7,793)
<INCOME-CONTINUING> (42,053)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (42,053)
<EPS-PRIMARY> (.62)
<EPS-DILUTED> (.62)
<FN>
<F1>PP&E, net shown only. Interim financial statements do not require PP&E at cost
and accumulated depreciation and depletion.
</FN>
</TABLE>
