TUSCARORA INC
10-Q, 1995-07-13
PLASTICS FOAM PRODUCTS
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<PAGE>   1




                       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 May 31, 1995 

[   ]  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 0-17051

                             TUSCARORA INCORPORATED
            (Exact name of registrant as specified in the charter.)


          Pennsylvania                                      25-1119372
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                          Identification No.)

                                800 Fifth Avenue
                        New Brighton, Pennsylvania 15066
                    (Address of principal executive offices)
                                   (Zip Code)

                                  412-843-8200
              (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 at least the past 90 days.

                                Yes  X   No
                                    ---     ---

          As of July 1, 1995, 6,153,754 shares of Common Stock, without par
value, of the registrant were outstanding.
<PAGE>   2




                             Tuscarora Incorporated
                             ----------------------

                                     INDEX


                                                                   Page

Part I.    Financial Information:

           Item 1.  Financial Statements

           Condensed Consolidated Balance Sheets at
           May 31, 1995 and August 31, 1994                          3

           Condensed Consolidated Statements of
           Income - Three and nine month periods
           ended May 31, 1995 and May 31, 1994                       4

           Condensed Consolidated Statements of
           Cash Flows - Nine Months ended May 31,
           1995 and May 31, 1994                                     5

           Notes to Condensed Consolidated Financial
           Statements                                              6-7

           Item 2.  Management's Discussion and Analysis
                    of Financial Condition and Results
                    of Operations                                 8-10

Part II.   Other Information:

           Item 1.  Legal Proceedings                               11

           Item 6.  Exhibits and Reports on Form 8-K                11





                                       2
<PAGE>   3

                         PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements
         --------------------

                             Tuscarora Incorporated
                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                      May 31,             August 31,
                                                                       1995                  1994    
                                                                   -------------         ------------
                                                                    (Unaudited)
<S>                                                               <C>                   <C>
                                                  ASSETS    
                                                  ------    
Current Assets                                                
  Cash and cash equivalents                                        $     202,582         $  3,671,490
  Trade accounts receivable, net of                           
    provision for losses                                              19,154,679           16,773,835
  Inventories                                                         21,022,627           14,270,863
  Prepaid expenses and other current assets                            2,062,505              919,084
                                                                   -------------         ------------
                                                                      42,442,393           35,635,272
                                                              
Property, Plant and Equipment, net                                    64,836,373           55,356,331
Other Assets, net                                                      4,022,838            3,233,891
                                                                   -------------         ------------
           Total Assets                                            $ 111,301,604         $ 94,225,494
                                                                   =============         ============
                                                              
                                  LIABILITIES AND SHAREHOLDERS' EQUITY
                                  ----------- --- ------------- ------

Current Liabilities
  Current maturities of long-term debt                             $   3,614,679         $  3,667,977
  Accounts payable                                                    17,608,174           13,350,738
  Accrued income taxes                                                   328,313              301,610
  Accrued payroll and related taxes                                    1,293,279              747,693
  Other current liabilities                                              555,379            1,019,436
                                                                   -------------         ------------
                                                                      23,399,824           19,087,454
                                                              
Long-Term Debt - less current maturities                              32,008,623           25,284,404
Deferred Income Taxes                                                  1,650,434            1,680,889
Supplemental Pension Benefits                                            933,846              992,798
                                                                   -------------         ------------
           Total Liabilities                                          57,992,727           47,045,545
                                                              
Shareholders' Equity                                          
  Preferred Stock - par value $.01 per share;                 
    authorized shares, 1,000,000; none issued                                 -                    -
  Common Stock - without par value; authorized                
    shares, 20,000,000; issued shares, 6,198,618              
    at May 31, 1995 and 6,193,714 at                          
    August 31, 1994                                                    6,198,618            6,193,714
  Capital surplus                                                      2,244,351            2,171,217
  Retained earnings                                                   45,243,726           39,234,310
  Cumulative foreign currency translation adjustment                      32,731                   - 
                                                                   -------------         ------------
                                                                      53,719,426           47,599,241
  Less cost of reacquired shares of Common Stock;             
    45,396 at May 31, 1995 and 46,625 at                     
    August 31, 1994                                                      410,549              419,292
                                                                   -------------         ------------
           Total Shareholders' Equity                                 53,308,877           47,179,949
                                                                   -------------         ------------
                                                              
           Total Liabilities and Shareholders' Equity              $ 111,301,604         $ 94,225,494
                                                                   =============         ============
</TABLE>                                                      

Note:     The consolidated balance sheet at August 31, 1994 has been taken from
          the audited financial statements and condensed.

See notes to condensed consolidated financial statements.

                                       3
<PAGE>   4




                             Tuscarora Incorporated
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)


<TABLE>
<CAPTION>
                                        Three Months Ended May 31,             Nine Months Ended May 31,
                                         1995                1994               1995                1994    
                                     ------------        ------------       ------------        ------------
<S>                                  <C>                 <C>                <C>                 <C>
Net Sales                            $ 40,969,579        $ 30,343,459       $117,779,573        $ 86,290,991
Cost of Sales                          31,195,128          23,426,644         89,451,180          66,459,572
                                     ------------        ------------       ------------        ------------
        Gross profit                    9,774,451           6,916,815         28,328,393          19,831,419
                              
Selling and Administrative    
   Expenses                             5,267,184           4,062,381         15,497,172          12,191,354
Interest Expense                          647,976             358,541          1,679,263             989,713
Other (Income) Expense                     22,951               1,768            174,553               3,715
                                     ------------        ------------       ------------        ------------
                                        5,938,111           4,422,690         17,350,988          13,184,782
                                     ------------        ------------       ------------        ------------
                              
        Income before income  
          taxes                         3,836,340           2,494,125         10,977,405           6,646,637
Provision for Income Taxes              1,491,173             975,032          4,291,395           2,576,604
                                     ------------        ------------       ------------        ------------
        Net income                   $  2,345,167        $  1,519,093       $  6,686,010        $  4,070,033
                                     ============        ============       ============        ============
                              
Net income per share          
   of Common Stock                       $.38                $.25               $1.09               $.67
                                         ====                ====               =====               ====
Weighted average number of    
   shares of Common Stock     
   outstanding                         6,152,569           6,136,757          6,150,454           6,124,104
                                       =========           =========          =========           =========
</TABLE>                      


See notes to condensed consolidated financial statements.

                                       4
<PAGE>   5


                            Tuscarora Incorporated
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                                    Nine Months Ended May 31,
                                                                    1995                 1994   
                                                                ------------         -----------
<S>                                                             <C>                  <C>
Operating Activities                                         
   Net Income                                                   $  6,686,010         $ 4,070,033
                                                             
   Adjustments to Reconcile Net Income to Cash               
    Provided by Operations:                                  
      Depreciation                                                 7,501,718           6,953,399
      Amortization                                                   474,705             417,849
      Provision for losses on receivables                            392,820             185,000
      Decrease in deferred income taxes                              (30,455)           (306,292)
      Loss on sale of property, plant                                                   
         and equipment, net                                           43,695              13,042
      Stock compensation expense                                       7,717               7,930
                                                             
   Changes in Operating Assets and Liabilities:              
      Decrease (increase):                                   
        Trade accounts receivable                                 (2,773,664)         (1,736,793)
        Inventories                                               (6,751,764)         (2,049,168)
        Prepaid expenses and other current assets                 (1,143,421)         (1,414,406)
        Other assets                                              (1,263,652)         (1,749,496)
      Increase (decrease):                                   
        Accounts payable                                           4,257,436           2,447,194
        Accrued income taxes                                          26,703                  -
        Accrued payroll and related taxes                            545,586             (99,976)
        Other current liabilities                                   (464,057)            (20,734)
        Supplemental pension benefits                                (58,952)                 - 
                                                                ------------         -----------
          Net cash provided by operating activities                7,450,425           6,717,582
                                                                ------------         -----------
Investing Activities                                         
   Purchase of property, plant and equipment                     (17,199,392)         (9,010,870)
   Proceeds from sale of property, plant and                 
      equipment                                                      173,937              43,844
                                                                ------------         -----------
          Net cash (used for) investing activities               (17,025,455)         (8,967,026)
                                                                ------------         ----------- 
Financing Activities                                         
   Proceeds from long-term debt                                    9,545,000           3,900,000
   Payments on long-term debt                                     (2,874,079)         (2,514,978)
   Dividends paid                                                   (676,594)           (611,641)
   Proceeds from sale of Common Stock                                 79,064              69,466
                                                                ------------         -----------
          Net cash provided by financing activities                6,073,391             842,847
                                                                ------------         -----------
                                                             
Effect of foreign currency translation adjustment            
   on cash and cash equivalents                                       32,731                  - 
                                                                ------------         -----------
          Net (decrease) in cash and cash equivalents             (3,468,908)         (1,406,597)
                                                             
Cash and Cash Equivalents at Beginning of Period                   3,671,490           2,030,021
                                                                ------------         -----------
Cash and Cash Equivalents at End of Period                      $    202,582         $   623,424
                                                                ============         ===========
</TABLE>                                                     
                                                             

See notes to condensed consolidated financial statements.

                                       5
<PAGE>   6




                            Tuscarora Incorporated
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)


1.    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

      The condensed consolidated balance sheet at May 31, 1995 and the
      consolidated statements of income and consolidated statements of cash
      flows for the periods ended May 31, 1995 and May 31, 1994 have been
      prepared by the Company, without audit.  In the opinion of Management,
      all adjustments necessary to present fairly the financial position,
      results of operations and changes in cash flows at May 31, 1995 and for
      all periods presented have been made.

      Certain information and footnote disclosures normally included in
      financial statements prepared in accordance with generally accepted
      accounting principles have been condensed or omitted.  It is suggested
      that these condensed consolidated financial statements be read in
      conjunction with the financial statements and notes thereto included in
      the Company's 1994 Annual Report to Shareholders.  The results of
      operations for the period ended May 31, 1995 are not necessarily
      indicative of the operating results for the full year.

2.    INVENTORIES

      Inventories are summarized as follows:

<TABLE>
<CAPTION>
                                                         May 31,            August 31,
                                                          1995                 1994    
                                                      ------------         ------------
      <S>                                             <C>                  <C>
      Finished goods                                  $  8,810,176         $  6,851,928
      Work in process                                      511,336              300,414
      Raw materials                                      9,099,267            6,050,686
      Supplies                                           2,601,848            1,067,835
                                                      ------------         ------------
                                                      $ 21,022,627         $ 14,270,863
                                                      ============         ============
</TABLE>                                           

3.    ACQUISITIONS

      On September 6, 1994, the Company purchased substantially all the assets
      and assumed substantially all the liabilities of Astrofoam, Inc., a
      manufacturer of precision fabricated foam products, specialty corrugated
      paperboard products and plastic cushion packaging products in Holden,
      Massachusetts, for approximately $2,200,000.  The Company is continuing
      the business acquired at the same location under a lease from the seller.
      A portion of the purchase price has been allocated to a covenant not to
      compete and goodwill.  The Company also agreed to pay additional
      consideration to the seller based on sales realized from the business
      acquired.

      On February 3, 1995, the Company purchased substantially all the assets
      and assumed substantially all the liabilities of the custom molding
      business of M.Y. Trondex Limited in Northampton, England and Glasgow,
      Scotland for approximately $2,700,000.  The Company is operating the
      Northampton facility under a lease from the seller and the Glasgow
      facility under a lease from a third party.  The Company will also pay
      additional consideration to the seller based on the sales realized from
      the business acquired.


                                       6
<PAGE>   7




4.    CLAIMS AND CONTINGENCIES

      The Company is involved in certain legal and administrative proceedings,
      including one proceeding with respect to a Superfund site, which may
      result in the Company becoming liable for a portion of certain
      environmental cleanup costs.  With respect to the Superfund site, the
      Company believes that its share of the cleanup costs should not be
      significant.  The Company has accrued for the costs which can be
      reasonably estimated.  In the opinion of Management, the disposition of
      these matters should not have a material adverse effect on the Company's
      financial position.

5.    FOREIGN CURRENCY TRANSLATION

      The financial statements of the Company's United Kingdom subsidiary (see
      Note 3) are maintained in their functional currency (British pound
      sterling) and translated into U.S. dollars in accordance with Statement
      of Financial Accounting Standards No. 52.  Assets and liabilities are
      translated at current exchange rates in effect at the balance sheet date
      and shareholders' equity is translated at historical exchange rates.
      Revenues and expenses are translated at the average exchange rate for
      each period.  Translation adjustments, which result from the process of
      translating British pound sterling financial statements into U.S.
      dollars, are accumulated in a separate component of stockholders' equity
      in accordance with Statement No. 52.

6.    OTHER INFORMATION

      In November 1992, the Financial Accounting Standards Board issued
      Statement of Financial Accounting Standards No. 112, "Employers'
      Accounting for Postemployment Benefits".  This statement requires
      recognition of benefits provided by an employer to former or inactive
      employees after employment but before retirement.  The statement must be
      implemented prior to the end of the 1995 fiscal year.  Management
      believes that the impact of SFAS No. 112 will not be material.

7.    SUBSEQUENT EVENT

      In June 1995, an employment related lawsuit in which significant money
      damages are sought was filed against the Company.  The lawsuit is
      described in Item 1 of Part II of this report.  In the opinion of
      Management, the disposition of this matter should not have a material
      adverse effect on the Company's financial position.  No reserve has been
      established for this matter because the damages, if any, which may be
      recovered cannot be reasonable estimated.





                                       7
<PAGE>   8




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


RESULTS OF OPERATIONS - THIRD QUARTER FISCAL 1995
COMPARED TO THIRD QUARTER FISCAL 1994

     Net sales for the quarter ended May 31, 1995 totaled $40,970,000, an
increase of 35.0% from net sales of $30,343,000 for the same period in fiscal
1994.  Approximately 50% of the increase in net sales is due to the
Styro-Molders acquisition in April 1994 and to the Astrofoam, Inc. and M.Y.
Trondex Ltd. acquisitions in September 1994 and February 1995, respectively
(see Note 3 of the Notes to Consolidated Condensed Financial Statements).  The
M.Y. Trondex acquisition was the Company's first acquisition of a custom
molding business in a foreign country (see also Note 5 of the Notes to
Consolidated Condensed Financial Statements).  The balance of the growth is a
result of continued strong demand for the Company's products in all markets and
geographic regions which the Company serves and the continued impact of higher
selling prices to customers as a result of the Company passing on higher raw
material costs to its customers in the first quarter of fiscal 1995 and again
in late May 1995.  Sales gains are expected to be favorable for the remainder
of fiscal 1995 based on current customer order placement rates and prospects
for continued strength in the economy.

     Gross profit for the quarter ended May 31, 1995 amounted to $9,774,000, a
41.3% increase from $6,917,000 in the same quarter of fiscal 1994.  The gross
profit margin increased to 23.9% in the current quarter from 22.8% in the same
period of fiscal 1994.  The gross profit margin continued to be favorably
impacted by the high sales level (see the results of operations for the
nine-month period ended May 31, 1995), but the increase in gross profit margin
was partially offset by below-average margins at the Company's newly acquired
United Kingdom facilities as the Company continues to make improvements to the
efficiency of those operations.

     Selling and administrative expenses increased $1,205,000 or 29.7% for the
quarter ended May 31, 1995 but decreased as a percentage of net sales to 12.9%
from 13.4% in the same period of the prior fiscal year.  The dollar increase
was due primarily to added employee costs in connection with the acquisitions
referred to above and increased commissions associated with the higher sales
level.

     Interest expense for the quarter ended May 31, 1995 was $648,000 compared
to $359,000 in the third quarter of fiscal 1994.  The increase of $289,000 was
due to a higher level of outstanding debt coupled with higher interest rates.

     Income before income taxes for the quarter ended May 31, 1995 increased to
$3,836,000 from $2,494,000 for the same period of fiscal 1994, an increase of
53.8%.

     The provision for income taxes for the quarter ended May 31, 1995
increased due to the increased income before income taxes.

     Net income for the quarter ended May 31, 1995 was $2,345,000, an increase
of 54.4% from $1,519,000 for the same period of fiscal 1994.  The increase was
due primarily to the increases in net sales and gross profit.

     The net sales and net income for the three months ended May 31, 1995 were
Company records for a third fiscal quarter.


                                       8
<PAGE>   9




RESULTS OF OPERATIONS - NINE MONTHS ENDED MAY 31, 1995
COMPARED TO NINE MONTHS ENDED MAY 31, 1994

     Net sales for the nine months ended May 31, 1995 totaled $117,780,000, an
increase of 36.5% from net sales of $86,291,000 for the same period in fiscal
1994.  Approximately 44% of the increase in net sales is due to the
Styro-Molders acquisition in April 1994 and to the Astrofoam, Inc. and M.Y.
Trondex Ltd. acquisitions in September 1994 and February 1995, respectively.
The balance of the increase is attributable to strong demand throughout the
period for the Company's products in all markets and geographic regions which
the Company serves and higher selling prices to customers as a result of the
Company passing on higher raw material costs to its customers in the first
quarter of fiscal 1995 and again in late May 1995.

     Gross profit for the nine months ended May 31, 1995 amounted to
$28,328,000, a 42.8% increase from $19,831,000 in the same period of fiscal
1994.  The gross profit margin increased to 24.1% in the current nine month
period from 23.0% in the same period of fiscal 1994.  The gross profit margin
was favorably impacted by the high sales level which resulted in more efficient
utilization of the Company's manufacturing capacity in both the Company's
custom molding and integrated materials operations and by the consumption in
the first quarter of raw materials purchased by the Company during the 1994
fiscal year in advance of price increases from the Company's suppliers.

     Selling and administrative expenses increased $3,306,000 or 27.1% for the
nine months ended May 31, 1995 but decreased as a percentage of net sales to
13.2% from 14.1% in the same period of the prior fiscal year.  The dollar
increase was due primarily to added employee costs in connection with the
acquisitions referred to above and increased commissions associated with the
higher sales level.

     Interest expense for the nine months ended May 31, 1995 was $1,679,000
compared to $990,000 in the same period of fiscal 1994.  The increase of
$689,000 was due to a higher level of outstanding debt coupled with higher
interest rates.

     Income before income taxes for the nine months ended May 31, 1995
increased to $10,977,000 from $6,647,000 for the same period of fiscal 1994, an
increase of 65.2%.

     The provision for income taxes for the nine months ended May 31, 1995
increased due to the increased income before income taxes.

     Net income for the nine months ended May 31, 1995 was $6,686,000, an
increase of 64.3% from $4,070,000 for the same period of fiscal 1994.  The
increase was due primarily to the increases in net sales and gross profit.

     The net sales and net income for the nine months ended May 31, 1995 were
Company records for a nine-month fiscal period.





                                       9
<PAGE>   10




LIQUIDITY AND CAPITAL RESOURCES

     For the nine months ended May 31, 1995, net cash provided by operating
activities amounted to $7,450,000 compared to $6,718,000 for the same period of
fiscal 1994.  Depreciation and amortization for the periods ended May 31, 1995
and 1994 amounted to $7,976,000 and $7,371,000, respectively.  Because a
substantial portion of cash flow provided from operations results from
depreciation and amortization, the Company believes that its liquidity would
not be adversely affected should a period of reduced earnings occur.

     During the nine months ended May 31, 1995, the Company's accounts
receivable, inventories and accounts payable increased due to the Astrofoam,
Inc. and M.Y. Trondex, Ltd. acquisitions and the higher sales level.  Accounts
payable and raw material inventories also increased substantially during the
third fiscal quarter due to the purchase of large quantities of raw materials
in anticipation of a price increase from the Company's raw material suppliers.

     Capital expenditures during the nine months ended May 31, 1995 amounted to
$17,199,000.  Of this amount $13,690,000 related to machinery and equipment,
including equipment acquired in the acquisitions.  Capital expenditures for
environmental control equipment amounted to $1,333,000.

     As of May 31, 1995, the Company had borrowed $30,515,000 under a credit
agreement with its principal bank, including $10,995,000 out of an available
$12,000,000 under a revolving credit agreement.  During the nine months ended
May 31, 1995, the Company increased its borrowing under the revolving credit
facility by $9,545,000, including $1,500,000 to finance a substantial portion
of the purchase price of the Astrofoam, Inc.  acquisition and a total of
$3,145,000 to finance the M.Y. Trondex Ltd. acquisition.

     Total long-term debt increased from $25,284,000 at August 31, 1994 to
$32,009,000 at May 31, 1995 as a result of the increased borrowing under the
revolving credit facility.  Since May 31, 1995, the Company has increased the
amount available under the revolving credit agreement from $12,000,000 to
$14,000,000, borrowed additional funds under the revolving credit facility and
converted $12,000,000 of the amount borrowed under the revolving credit
facility to a new ten-year term loan under the credit agreement.  After these
changes, $12,005,000 remained available under the revolving credit facility.

     Cash provided by operating activities as supplemented by the amount
available under the revolving credit facility should be sufficient to enable
the Company to continue to fund its operating requirements, capital
expenditures and dividend payments.


INFLATION

     The impact of inflation on the Company's financial position and results of
operations during the periods discussed was not significant.





                                       10
<PAGE>   11




                          PART II.  OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS

     On June 13, 1995, a Complaint was filed against the Company in Edwina
Wilhoit v. Tuscarora, Inc., a civil action in the United States District Court
for the Eastern District of Tennessee in Greeneville, Tennessee (No.
2:95-CV-226).  The plaintiff, an employee at the Company's Greeneville,
Tennessee plant, alleges sexual harassment and assault by the Company's plant
manager, in June 1994 in violation of Title VII of the 1964 Federal Civil
Rights Act, as amended, the Tennessee Human Rights Act and Tennessee common
law.  The Complaint also alleges a past pattern of sexual harassment by the
plant manager.  The plaintiff seeks $1,000,000 in compensatory damages and
$4,000,000 in punitive damages from the Company as well as an award of
attorneys' fees.

     The Company has had a sexual harassment policy which has been vigorously
enforced for many years.  The Company believes it promptly, reasonably and
effectively responded to all incidents of alleged sexual harassment referred to
in the Complaint and should have no liability for damages as a result of the
alleged harassment and assault in June 1994.  The plant manager was immediately
suspended and then discharged following investigation of the incident.  The
Company intends to vigorously contest the lawsuit and, after filing an Answer
to the Complaint, expects to file a Motion for Summary Judgment.


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits
          --------
            The following exhibits are filed as a part of this report:

              Exhibit No.                     Document                       
              -----------                     --------
                  11           Computation of Net Income Per Share.

                  27           Financial Data Schedule.


     (b)  Reports on Form 8-K
          -------------------

          No events which resulted in the filing of a current report on Form
8-K occurred during the fiscal quarter ended May 31, 1995.





                                       11
<PAGE>   12



                                   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.

                                         Tuscarora Incorporated
                                              (Registrant)



Date:  July  13, 1995                    By  /s/ JOHN P.  O'LEARY, JR.
                                             --------------------------
                                             John P.  O'Leary, Jr.,
                                             President and
                                             Chief Executive Officer



Date:  July  13, 1995                   By   /s/ BRIAN C.  MULLINS
                                             --------------------------
                                             Brian C.  Mullins,
                                             Vice President and
                                             Treasurer (Principal
                                             Financial Officer and
                                             Principal Accounting
                                             Officer)





                                       12
<PAGE>   13




                             Tuscarora Incorporated
                    FORM 10-Q FOR QUARTER ENDED MAY 31, 1995



                                 EXHIBIT INDEX


        The following exhibits are filed as a part of this quarterly report on
Form 10-Q.


  Exhibit
    No.                                       Document                 
  -------                                     --------
    11                       Computation of Net Income Per Share.

    27                       Financial Data Schedule.





                                       13

<PAGE>   1




                            Tuscarora Incorporated
               EXHIBIT 11 - COMPUTATION OF NET INCOME PER SHARE


<TABLE>
<CAPTION>
                                                Three Months Ended              Nine Months Ended
                                                      May 31,                        May 31,
                                             1995               1994           1995             1994
                                             -----              -----          -----            -----
                                                    (In thousands, except per share data)
<S>                                         <C>                <C>            <C>              <C>
PRIMARY                                
   Weighted average number of          
     shares of Common Stock            
     outstanding                            6,153              6,137          6,150            6,124
   Net effect of dilutive stock        
     options - based on the            
     treasury stock method using       
     average market price                     124                 83            106               82
                                            -----              -----          -----            -----
           TOTAL                            6,277              6,220          6,256            6,206
                                            =====              =====          =====            =====
   Net income                               2,345              1,519          6,686            4,070
                                            =====              =====          =====            =====
   Per share amount                         $ .37              $ .24          $1.07            $ .66
                                            =====              =====          =====            =====
                                       
FULLY DILUTED                          
   Weighted average number of          
     shares of Common Stock            
     outstanding                            6,153              6,137          6,150            6,124
   Net effect of dilutive stock        
     options - based on the            
     treasury stock method using       
     greater of average market         
     price or closing market price            124                 83            123               82
                                            -----              -----          -----            -----
           TOTAL                            6,277              6,220          6,273            6,206
                                            =====              =====          =====            =====
   Net income                               2,345              1,519          6,686            4,070
                                            =====              =====          =====            =====
   Per share amount                         $ .37              $ .24          $1.07            $ .66
                                            =====              =====          =====            =====
</TABLE>                               
                                       
                                       



                                       14

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000821538
<NAME> TUSCARORA INC. 10-Q
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          AUG-31-1995
<PERIOD-END>                               MAY-31-1995
<CASH>                                         202,582
<SECURITIES>                                         0
<RECEIVABLES>                               19,997,877
<ALLOWANCES>                                   843,198
<INVENTORY>                                 21,022,627
<CURRENT-ASSETS>                            42,442,393
<PP&E>                                     131,756,247
<DEPRECIATION>                              66,919,874
<TOTAL-ASSETS>                             111,301,604
<CURRENT-LIABILITIES>                       23,399,827
<BONDS>                                     32,008,623
<COMMON>                                     6,198,618
                                0
                                          0
<OTHER-SE>                                  47,110,259
<TOTAL-LIABILITY-AND-EQUITY>               111,301,604
<SALES>                                    117,779,573
<TOTAL-REVENUES>                           117,779,573
<CGS>                                       89,451,180
<TOTAL-COSTS>                               89,451,180
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                               392,820
<INTEREST-EXPENSE>                           1,679,263
<INCOME-PRETAX>                             10,977,405
<INCOME-TAX>                                 4,291,395
<INCOME-CONTINUING>                          6,686,010
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 6,686,010
<EPS-PRIMARY>                                     1.07
<EPS-DILUTED>                                     1.07
        

</TABLE>


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