AEP INDUSTRIES INC
10-Q, 1995-09-13
UNSUPPORTED PLASTICS FILM & SHEET
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<PAGE>
                                   Form 10-Q

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                            ______________________

[ X ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the quarterly period ended July 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 0-14450


                              AEP Industries Inc.

            (Exact name of registrant as specified in its charter)


          Delaware                                       22-1916107
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                        Identification No.)

      125 Phillips Avenue
      South Hackensack, New Jersey                           07606
(Address of principal executive offices)                  (Zip Code)

                                (201) 641-6600

             (Registrant's telephone number, including area code)

                                Not Applicable

(Former name, former address and former fiscal year, if changed since last
report)


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, 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.

                                                       Shares
                                                    Outstanding At
    Class of Common Stock                          September 6,1995
    ---------------------                          ----------------
       $.01 Par Value                                  5,877,025



                                    1 of 13

<PAGE>

                           PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                                 AEP INDUSTRIES INC.
                                   BALANCE SHEETS

<TABLE>
<CAPTION>
                                                        July 31,       October 31,
                                                          1995             1994
                                                      -----------     ------------
<S>                                                   <C>             <C>
    ASSETS                                            (Unaudited)
CURRENT ASSETS:
 Cash and cash equivalents                            $    396,000    $    258,000
 Marketable securities                                   1,719,000       3,643,000
 Accounts receivable, less allowance of $1,865,000 in
  1995 and $1,498,000 in 1994 for doubtful accounts     29,965,000      24,083,000
 Inventories                                            15,404,000      17,698,000
 Other current assets                                      297,000         288,000
 Deferred federal income tax benefit                       674,000         549,000
                                                      ------------    ------------
   Total current assets                                 48,455,000      46,519,000
                                                      ------------    ------------

PROPERTY, PLANT AND EQUIPMENT, at cost, less
 accumulated depreciation and amortization of
 $50,654,000 in 1995 and $45,853,000 in 1994            86,098,000      71,684,000

OTHER ASSETS                                               297,000         293,000
                                                      ------------    ------------
     TOTAL ASSETS                                     $134,850,000    $118,496,000
                                                      ------------    ------------
                                                      ------------    ------------
    LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
 Current portion of long term debt                    $      2,000    $     95,000
 Accounts payable                                       21,658,000      21,631,000
 Accrued expenses                                        3,026,000       4,201,000
                                                      ------------    ------------
   Total current liabilities                            24,686,000      25,927,000
                                                      ------------    ------------
LONG-TERM DEBT                                          30,500,000      23,500,000

DEFERRED FEDERAL INCOME TAXES                            8,058,000       7,280,000
                                                      ------------    ------------
   Total liabilities                                    63,244,000      56,707,000
                                                      ------------    ------------
SHAREHOLDERS' EQUITY:
 Preferred stock -- $1.00 par value, 1,000,000
  shares authorized; none outstanding
 Common stock - $.01 par value, 20,000,000 and
  8,000,000 shares authorized; 7,420,041 and
  7,367,921 shares issued and outstanding in
  1995 and 1994, respectively                               74,000          74,000
 Additional paid-in capital                              7,407,000       7,009,000
 Retained earnings                                      64,125,000      54,706,000
                                                      ------------    ------------
   Total shareholders' equity                           71,606,000      61,789,000
                                                      ------------    ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $134,850,000    $118,496,000
                                                      ------------    ------------
                                                      ------------    ------------

</TABLE>



The accompanying notes to financial statements are an integral part of these
balance sheets.

                                     2 of 13

<PAGE>

                                  AEP INDUSTRIES INC.
                      STATEMENTS OF INCOME AND RETAINED EARNINGS
                                      (Unaudited)

<TABLE>
<CAPTION>
                               For the Three Months            For the Nine Months
                                  Ended July 31,                 Ended July 31,
                           ---------------------------    ---------------------------
                               1995           1994            1995            1994
                           ------------   ------------    ------------   ------------
<S>                        <C>            <C>             <C>            <C>
NET SALES                  $ 64,218,000   $ 46,895,000    $181,252,000   $129,049,000

COST OF SALES                50,140,000     33,788,000     138,329,000     90,202,000
                           ------------   ------------    ------------   ------------
 Gross Profit                14,078,000     13,107,000      42,923,000     38,847,000

OPERATING EXPENSES:
Delivery and Warehousing      4,237,000      4,323,000      12,480,000     12,261,000
Selling                       3,132,000      3,035,000       9,476,000      8,775,000
General & Administrative      1,352,000      1,208,000       3,990,000      3,945,000
                           ------------   ------------    ------------   ------------
Total Operating Expenses      8,721,000      8,566,000      25,946,000     24,981,000
                           ------------   ------------    ------------   ------------

                              5,357,000      4,541,000      16,977,000     13,866,000
                           ------------   ------------    ------------   ------------

OTHER INCOME (EXPENSE):
Interest Expense               (547,000)      (349,000)     (1,375,000)    (1,032,000)
  Other, Net                    129,000         68,000         640,000        301,000
                           ------------   ------------    ------------   ------------
                               (418,000)      (281,000)       (735,000)      (731,000)
                           ------------   ------------    ------------   ------------

Income before provision
 for income taxes             4,939,000      4,260,000      16,242,000     13,135,000

PROVISION FOR INCOME TAXES    1,936,000      1,697,000       6,306,000      5,065,000
                           ------------   ------------    ------------   ------------

NET INCOME                    3,003,000      2,563,000       9,936,000      8,070,000

Retained earnings,
 beginning of period         61,307,000     49,103,000      54,706,000     43,865,000

Cash dividends paid            (185,000)      (147,000)       (517,000)      (416,000)
                           ------------   ------------    ------------   ------------

Retained earnings,
 end of period              $64,125,000    $51,519,000    $ 64,125,000   $ 51,519,000
                           ------------   ------------    ------------   ------------
                           ------------   ------------    ------------   ------------

INCOME (LOSS) PER SHARE
 OF COMMON STOCK                   $.41           $.35           $1.34          $1.10
                           ------------   ------------    ------------   ------------
                           ------------   ------------    ------------   ------------


Weighted Average Number
 of Shares Outstanding        7,412,354      7,346,048       7,391,049      7,333,948
                           ------------   ------------    ------------   ------------

</TABLE>





The accompanying notes to financial statements are an integral part of these
statements.


                                        3 of 13

<PAGE>

                                  AEP INDUSTRIES INC.
                               STATEMENTS OF CASH FLOWS
                                      (Unaudited)

<TABLE>
<CAPTION>
                                                              For the Nine Months
                                                                Ended July  31,
                                                           --------------------------
                                                               1995           1994
                                                           -----------    -----------
<S>                                                        <C>            <C>
CASH FLOWS FROM OPERATIONS:
 Net Income                                                $ 9,936,000    $ 8,070,000

Adjustments to reconcile net income to net cash
 provided by (used in) operating activities -
 Depreciation and amortization                               7,096,000      5,385,000
 Provision for losses on accounts receivable                   505,000        480,000
 Increase in accounts receivable                            (6,387,000)    (4,164,000)
 Decrease (Increase) in inventories                          2,294,000     (5,154,000)
 (Increase) Decrease in other current assets                    (9,000)       161,000
 Increase in other assets                                       (4,000)      (427,000)
 Increase in accounts payable                                   27,000      9,752,000
 Increase (Decrease) in accrued expenses                    (1,175,000)       399,000
 Increase in deferred federal income taxes                     653,000        314,000
                                                           -----------    -----------
  Net cash provided by operating activities                 12,936,000     14,816,000
                                                           -----------    -----------

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
 Capital expenditures                                      (21,515,000)   (16,724,000)
 Sales and retirements of property, plant
  and equipment, net                                             5,000        534,000
 Sale of marketable securities                               1,924,000        492,000
                                                           -----------    -----------
 Net cash used in investing activities                     (19,586,000)   (15,698,000)
                                                           -----------    -----------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
 Net (payments) borrowings under revolving credit facility   7,000,000        900,000
 Net repayments on long-term debt                              (93,000)      (119,000)
 Proceeds from issuance of common stock                        398,000        232,000
 Dividends paid                                               (517,000)      (416,000)
                                                           -----------    -----------
  Net cash provided by financing activities                  6,788,000        597,000
                                                           -----------    -----------

NET INCREASE (DECREASE) IN CASH:                               138,000       (285,000)

CASH AT BEGINNING OF FISCAL PERIOD:                            258,000        495,000
                                                           -----------    -----------

CASH AT END OF PERIOD:                                     $   396,000    $   210,000
                                                           -----------    -----------
                                                           -----------    -----------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 Cash paid during the period for - interest                $ 1,815,000    $ 1,301,000
                                                           -----------    -----------
                                 - income taxes            $ 4,157,000    $ 3,635,000
                                                           -----------    -----------

</TABLE>





The accompanying notes to financial statements are an integral part of these
statements.


                                        4 of 13

<PAGE>

                                 AEP INDUSTRIES INC.
                            NOTES TO FINANCIAL STATEMENTS
                                     (Unaudited)

(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       The financial information included herein has been prepared by the
       Company without audit, for filing with the Securities and Exchange
       Commission pursuant to the rules and regulations of said Commission.
       The financial information presented herein, while not necessarily
       indicative of results to be expected for the year, reflects all
       adjustments (which include only normal recurring adjustments) which in
       the opinion of the Company are necessary for a fair presentation of the
       results for the periods indicated.

       Certain information and footnote disclosures normally included in
       financial statements prepared in accordance with generally accepted
       accounting principles have been omitted.  It is suggested that these
       financial statements be read in conjunction with the financial
       statements and notes thereto included in the Company's Annual Report to
       Shareholders for the fiscal year ended October 31, 1994.

       The Company adopted Statement of Financial Accounting Standards No. 105
       "Accounting for Certain Debt and Equity Securities" during the quarter
       ended January 31, 1995.  Adoption of this Standard did not have a
       material effect on the Company's financial position or result of
       operations.  Prior periods have not been restated to reflect this
       Standard.

(2)    NET INCOME PER SHARE OF COMMON STOCK

       Net income per share of common stock is calculated using the weighted
       average number of shares of common stock and common stock equivalents
       (stock options) outstanding during each period.

(3)    INVENTORIES

       Inventories are comprised of the following:

                                July 31, 1995       October 31, 1994
                                -------------       ----------------
            Raw Materials       $  4,151,000           $ 7,699,000
            Finished Goods        10,719,000             9,465,000
            Supplies                 534,000               534,000
                                ------------           -----------
                                $ 15,404,000           $17,698,000
                                ------------           -----------
                                ------------           -----------

       The Company uses the last-in, first-out (LIFO) method to price
       substantially all of the raw materials and finished goods inventory.

(4)    SHAREHOLDER'S EQUITY

       In April, 1995, the shareholders of the Company approved an amendment
       to the Certificate of Incorporation of the Company to increase the
       number of the Company's authorized shares of common stock from
       8,000,000 to 20,000,000.

(5)    SUBSEQUENT EVENTS

       On August 2, 1995, the Company and J. Brendan Barba, the Chairman of the
       Board, President and Chief Executive Officer of the Company, entered
       into a Stock Purchase Agreement, pursuant to which the Company purchased
       from Mr. Barba on such date an aggregate of 1,550,000 shares for a cash
       purchase price of $21.04 per share.  Additionally, on August 10, 1995,
       the Company made a Tender Offer to purchase up to 1,083,000 shares of
       its outstanding common stock at a price of $22.75 per share.




                                       5 of 13

<PAGE>

       Approximately 2,321,000 shares were tendered under this offer which
       expired September 8, 1995.  The Company will repurchase 1,083,000 of the
       tendered shares on a prorata basis.


       In order to finance the above transactions and refinance the Company's
       current long-term debt, the Company entered into a Credit Agreement on
       August 3, 1995, with The Chase Manhattan Bank, N.A., as Administrative
       Agent, Mellon Bank, N.A., as Documentation Agent, and certain other
       lenders party thereto.  Pursuant to the Credit Agreement, the Banks have
       agreed to provide the Company with a new $140,000,000 credit facility,
       which will consist of a three-year Revolving Credit Facility in an
       amount up to $30,000,000 and a seven year amortizing Term Loan Facility
       in an amount of $110,000,000.

       The interest rate under the Revolving Credit Facility will be, at the
       option of the Company, at Base Rate (as defined in the Credit Agreement)
       plus a margin of between 0 and 75 basis points or at LIBOR plus a margin
       of between 100 and 200 basis points, the margin in each case being
       adjusted quarterly based on the Company's ratio of Funded Indebtedness
       (as defined in the Credit Agreement) to EBITDA (as defined in the Credit
       Agreement) on a rolling four quarter basis.  The interest rates under
       the Term Loan Facility will be, at the option of the Company, at Base
       Rate plus 125 basis points or LIBOR plus 250 basis points.

       Supplementary proforma earning per share for the three months and nine
       months ended July 31, 1995, reflecting the above transactions as if they
       had occurred on November 1, 1994 are as follows:

                                                 3 months       9 months
                                                   ended          ended
                                               July 31, 1995  July 31, 1995
                                               -------------  -------------
       Net income per share of common stock        $0.45          $1.49
       Net income per share of
         common stock - fully diluted              $0.43          $1.44











                                       6 of 13

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
    OF OPERATIONS


THIRD FISCAL QUARTER ENDED JULY 31, 1995 AS COMPARED TO THIRD FISCAL QUARTER
ENDED JULY 31, 1994

RESULTS OF OPERATIONS

NET SALES AND GROSS PROFIT

Net sales during the third Quarter ended July 31, 1995 were $64,218,000, an
increase of $17,323,000 or 37% over the same period in the prior year.  This
increase in net sales is the result of a 6% increase in sales volume combined
with a 29% increase in unit selling prices.

Gross profits increased by $971,000 or 7% to $14,078,000.  Gross margins were
22% for the three months ended July 31, 1995 as compared to 28% for the same
three months of the prior fiscal year.  This decline in gross profit margin
is primarily attributed to underabsorption of manufacturing overhead costs
for the period and start up costs associated with the implementation of new
production lines in the Company's Midwest plant.  These increases in
manufacturing costs can be attributed to a 6% decrease in plant utilization.
The Company's total plants capacity increased by 31% over the same fiscal
quarter in the prior year.  The Company operated its plants at 65% of
capacity for the three months ended July 31, 1995.

OPERATING EXPENSES

Operating expenses for the three months ended July 31, 1995 increased by 2%
to $8,721,000 over the same period in the prior fiscal year.  This increase
of $155,000 over the same period in the prior year can be attributed to the
6% increase in sales volume during the period which resulted in increased
selling costs for the period.

INTEREST EXPENSE

Interest expense for the period increased by $188,000 to $547,000,
representing a 57% increase from the same period in the prior year.  This
increase was attributable to an increase in average debt outstanding during
the current fiscal quarter.

OTHER INCOME (EXPENSE)

Other income for the three months ended July 31, 1995 amounted to $129,000.
This amount includes gains on sales of machinery and equipment, and dividend
and interest income earned for the period on investments.

NINE MONTHS ENDED JULY 31, 1995 AS COMPARED TO NINE MONTHS ENDED JULY 31, 1994

NET SALES AND GROSS PROFIT

Net sales for the nine months ended July 31, 1995 were $181,252,000 an
increase of $52,203,000 or 40% over the same period in the prior fiscal year.
 This increase in net sales resulted from a 4% increase in sales volume
combined with a 35% increase in per unit selling prices.

Gross profit for the current nine months increased by $4,076,000 or 11% to
$42,923,000. The Company's gross profit decreased from 30% in Fiscal 1994 to
24% in Fiscal 1995. This 6% reduction in gross profit is attributed to
increases in raw material costs combined with additional manufacturing costs
incurred with the start up of the Company's Midwest plant.  The Company
increased its total plant manufacturing capacity by 25% during the current
nine month period and such plants operated at 74% of total capacity.

OPERATING EXPENSES

The Company's operating expenses for the nine months ended July 31, 1995,
increased 17% or $965,000 to $25,946,000.  The increase in operating costs
over the same period in the prior year primarily resulted from the Company's
increased sales volume of 4% which directly increased selling and delivery
and warehousing expenses for the period.

                                       7 of 13

<PAGE>

INTEREST EXPENSE

Interest expense for the nine months ended July 31, 1994 increased by
$343,000 to $1,375,000 which represented a 33% increase from the same period
in the prior fiscal year.  This increase was attributable to an increase in
average debt outstanding during the current nine month period.

LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital amounted to $23,644,000 at July 31, 1995, as
compared to $20,592,000 at October 31, 1994.  The increase in working capital
of $3,052,000 at July 31, 1995 can be attributed to the growth in accounts
receivable from increased sales volume during the first nine months of the
fiscal year offset by the Company's investment in machinery and equipment and
a new plant facility in Alsip, Illinois, during the period.  These purchases
were funded by internally generated cash flow and funding from available
Company credit lines.  The remaining increases and decreases in components of
the Company's financial position reflect normal operating activity.

On August 3, 1995, the Company entered into a credit agreement ("Credit
Agreement") with Chase Manhattan Bank, as administrative agent, Mellon Bank,
N.A., as documentation agent, and certain lenders party thereto.  Pursuant to
the Credit Agreement, the Banks have agreed to provide the Company with a
$140,000,000 credit facility ("Credit Facility").  The Credit Facility will
consist of a three-year Revolving Credit Facility in the amount of
$30,000,000 and a seven year amortizing Term Loan Facility in the amount of
$110,000,000.  As previously discussed in the Notes, the Company has used
$32,612,000 of borrowing under the Term Loan Facility to fund the Barba Share
purchase and approximately $29,638,000 to fund the purchase of Shares
pursuant to the Tender Offer.  In addition, the Company has used
approximately $33,051,000 of such proceeds to refinance the Company's
indebtedness.

The Company's future capital requirements relate principally to the
construction of its new facility in Wright Township, Pennsylvania, purchasing
machinery and equipment for this facility and promoting new and existing
products in the polyethylene film market. The Company will receive financing
from the Commonwealth of Pennsylvania to partially fund the construction of
the facility and believes that this borrowing combined with internally
generated cash flow plus the availability of the Company's new credit
facilities discussed above are sufficient to meet its normal and additional
capital requirements for the foreseeable future.

                                       8 of 13



<PAGE>

                                     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.



                                                AEP INDUSTRIES INC.


Date: September 13, 1995                        S/A J. Brendan Barba
                                                --------------------------------
                                                J. Brendan Barba
                                                Chairman of the Board, President
                                                and Chief Executive Officer



Date: September 13, 1995                        S/A Paul M. Feeney
                                                --------------------------------
                                                Paul M. Feeney
                                                Executive Vice President-Finance
                                                Principal Financial and
                                                Accounting Officer














                                      9 of 13

<PAGE>

PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

The Company is involved in routine litigation in the normal course of its
business. The proceedings are not expected to have a material adverse impact
on the Company's financial position or results of operations.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

       (a)   Exhibit 11 - Computation of weighted average number of shares
            outstanding.  Page 12.

       (b)   No reports on Form 8-K have been filed during the quarter
             ended July 31, 1995.

       27.   Financial Data Schedule (for electronic submission only).






                                     10 of 13

<PAGE>

                               INDEX TO EXHIBITS

Exhibit
 Number           Description of Exhibit
-------           ----------------------
3(a)              Certificate of Incorporation of the Company (incorporated by
                  reference to Exhibit 3(a) to Registration Statement on Form
                  S-1 No. 33-2242)

3(b)              By-Laws of the Company (incorporated by reference to Exhibit
                  3(b) to Registration Statement on Form S-1 No. 33-2242)

4                 Form of Note Agreement dated as of May 15, 1995 among the
                  Company and certain institutional lenders providing for the
                  issuance of the Company's 6.59% Senior Notes due May 15,
                  2003 (incorporated by reference to Exhibit 4 to Registrant's
                  Quarterly Report on Form 10-Q for the period ended July 31,
                  1993)

10(a)             Loan Agreement dated as of May 1, 1984 between the Company
                  and Waxahachie Industrial Development Authority
                  (incorporated by reference to Exhibit 10(g) to Registration
                  Statement on Form S-1 No. 33-2242)

10(b)             Trust Indenture dated as of May 1, 1984 between Waxahachie
                  Industrial Development Authority and Allied Bank of Texas
                  (incorporated by reference to Exhibit 10(h) to Registration
                  Statement on Form S-1 No. 33-2242)

10(c)             Deed of Trust and Security Agreement dated as of May 1, 1984
                  by the Company for the use and benefit of Allied Bank of
                  Texas to James H. Albert as mortgage trustee (incorporated
                  by reference to Exhibit 10(j) to Registration Statement on
                  Form S-1 No. 33-2242)

10(d)             Security Agreement dated May 1, 1984 between the Company and
                  Allied Bank of Texas (incorporated by reference to Exhibit
                  10(1) to Registration Statement on Form S-1 No. 3-2242)

10(e)             1985 Stock Option Plan of the Company (incorporated by
                  reference to Exhibit 10(mm) to Amendment No. 2 to
                  Registration Statement on Form S-1 No. 33-2242)

10(f)             1985 Employee Stock Purchase Plan of the Company a amended
                  April 11, 1989 (incorporated by reference to Exhibit 10(aa)
                  to the Annual Report on Form 10-K for the year ended October
                  31, 1989)

10(g)             The Employees Profit Sharing Retirement Plan and Trust of
                  the Company (incorporated by reference to Exhibit 10(g) to
                  Registration Statement on Form S-1 No. 33-2242)

10(i)             Lease dated as of March 20, 1990 between the Company and
                  Phillips and Huyler Assoc., L.P

10(l)             1985 Stock Option Plan of the Company (incorporated by
                  reference to Exhibit 4(i) to the Amendment No. 1 to the
                  Registration Statement No. 33-6365)

10(m)             1985 Employee Stock Purchase Plan of the Company
                  (incorporated by reference to Exhibit 4(i) to the Amendment
                  No. 1 to the Registration Statement No. 33-6355)

10(n)             Amendment to loan agreement between the Company and Mellon
                  Bank dated October 21, 1991 (incorporated by reference to
                  Exhibit 10(gg) to the Annual Report on Form 10-K for the
                  year ended October 31, 1991)

10(o)             Loan Agreement dated as of October 25, 1992 between the
                  Company and Chase Manhattan Bank, N.A. (incorporated by
                  reference to Exhibit 10hh) to the Annual Report on Form 10-K
                  for the year ended October 31, 1191)

                                   11 of 13


<PAGE>

Exhibit
 Number           Description of Exhibit
-------           ----------------------

10(p)             Amendment No. 1 to Revolving Credit Agreement and Revolving
                  Credit Note between the Company and Mellon Bank dated
                  July 31, 1994 (incorporated by reference to Exhibit 10(p) to
                  the Annual Report on Form 10-K for the year ended October
                  31, 1994)

10(q)             Amendment No. 1 to Revolving Credit Agreement and Revolving
                  Credit Note between the Company and Chase Manhattan Bank
                  dated October 19, 1994 (incorporated by reference to Exhibit
                  10(q) to the Annual Report on Form 10-K for the year ended
                  October 31, 1994)













                                   12 of 13



<PAGE>
                                                                      EXHIBIT 11
                                        AEP INDUSTRIES INC.
                COMPUTATION OF THE WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
                        For the Three and Nine Months Ended July 31, 1995

<TABLE>
<CAPTION>
                                         For the Three Months Ended July 31         For the Nine Months Ended July 31
                                       --------------------------------------     --------------------------------------
                                       Number of             Weighted Average     Number of             Weighted Average
                          Shares of       Days      Days in  Number of Shares        Days      Days in  Number of Shares
                        Common Stock   Outstanding  Period     Outstanding        Outstanding  Period     Outstanding
       1995             ------------   -----------  -------  ----------------     -----------  -------  ----------------
--------------------
<S>                     <C>            <C>          <C>      <C>                  <C>          <C>      <C>
November 1 - July 31       7,367,921                            7,367,921                                   7,367,921
Shares Issued:
December 7, 1994               2,400        92        92            2,400            237         273            2,084
December 19, 1994                600        92        92              600            225         273              495
January 1, 1995                4,652        92        92            4,652            212         273            3,613
January 24, 1995               3,000        92        92            3,000            189         273            2,077
January 24, 1995               1,500        92        92            1,500            189         273            1,038
February 15, 1994                600        92        92              600            167         273              367
March 1, 1995                    600        92        92              600            153         273              336
March 15, 1995                 2,400        92        92            2,400            139         273            1,222
March 15, 1995                 2,000        92        92            2,000            139         273            1,018
March 16, 1995                 4,500        92        92            4,500            138         273            2,275
April 12, 1995                10,000        92        92           10,000            111         273            4,066
April 12, 1995                   200        92        92              200            111         273               81
April 13, 1995                 3,000        92        92            3,000            110         273            1,209
April 17, 1995                 3,000        92        92            3,000            106         273            1,165
May 10, 1995                     900        83        92              812             83         273              274
May 11, 1995                     600        82        92              535             83         273              182
May 30, 1995                   3,000        63        92            2,054             63         273              692
June 30, 1995                  5,193        32        92            1,806             32         273              609
July 7, 1995                     300        25        92               82             84         273               92
July 11, 1995                  1,425        21        92              325             21         273              110
July 17, 1995                  2,250        15        92              367             15         273              124
                           ---------                            ---------                                   ---------
Total                      7,420,041                            7,412,354                                   7,391,049
                           ---------                            ---------                                   ---------
                           ---------                            ---------                                   ---------

       1994
--------------------
November 1 - July 31       7,317,014                            7,317,014                                   7,317,014
Shares Issued:
November 23, 1993              1,500        92        92            1,500            251     273                1,379
November 24, 1993                400        92        92              400            250     273                  366
December 2, 1993               1,500        92        92            1,500            242     273                1,330
December 22, 1993                800        92        92              800            222     273                  651
January 27, 1994               7,500        92        92            7,500            186     273                5,110
January 31, 1994                 300        92        92              300            182     273                  200
February 4, 1994               2,000        92        92            2,000            178     273                1,304
March 1, 1994                    450        92        92              450            153     273                  252
March 14, 1994                 6,300        92        92            6,300            140     273                3,231
March 17, 1994                   900        92        92              900            137     273                  452
March 22, 1994                 1,200        92        92            1,200            131     273                  576
May 9, 1994                    2,250        84        92            2,054             84     273                  692
May 19, 1994                     600        74        92              483             74     273                  163
June 16, 1994                  1,000        46        92              500             46     273                  168
June 22, 1994                    300        40        92              130             40     273                   44
June 23, 1994                  1,750        39        92              742             39     273                  250
June 23, 1994                    600        39        92              254             39     273                   86
July 1, 1994                   5,995        31        92            2,020             31     273                  681
                           ---------                            ---------                                   ---------
Total                      7,352,359                            7,346,048                                   7,333,948
                           ---------                            ---------                                   ---------
                           ---------                            ---------                                   ---------

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AEP
INDUSTRIES INC. FORM 10-Q FOR THE NINE MONTHS ENDED 07-31-95 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          OCT-31-1995
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               JUL-31-1995
<CASH>                                             396
<SECURITIES>                                     1,719
<RECEIVABLES>                                   31,830
<ALLOWANCES>                                     1,865
<INVENTORY>                                     15,404
<CURRENT-ASSETS>                                48,455
<PP&E>                                         136,752
<DEPRECIATION>                                  50,654
<TOTAL-ASSETS>                                 134,850
<CURRENT-LIABILITIES>                           24,686
<BONDS>                                         30,500
<COMMON>                                            74
                                0
                                          0
<OTHER-SE>                                      71,532
<TOTAL-LIABILITY-AND-EQUITY>                   134,850
<SALES>                                        181,252
<TOTAL-REVENUES>                               181,769
<CGS>                                          138,329
<TOTAL-COSTS>                                  138,329
<OTHER-EXPENSES>                                25,946
<LOSS-PROVISION>                                   505
<INTEREST-EXPENSE>                               1,375
<INCOME-PRETAX>                                 16,242
<INCOME-TAX>                                     6,306
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     9,936
<EPS-PRIMARY>                                     1.34
<EPS-DILUTED>                                     1.34
        

</TABLE>


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