<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 2, 1997
Commission file number 1-13316
NEWBRIDGE NETWORKS CORPORATION
(Exact name of registrant as specified in its charter)
CANADA 98-0077506
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 MARCH ROAD, KANATA, ONTARIO, CANADA K2K 2E6
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (613) 591-3600
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
--- ---
The number of Common Shares of the registrant outstanding as at December 5, 1997
was 175,370,717.
(Exhibit index located on page 21)
(Page 1 of 24)
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NEWBRIDGE NETWORKS CORPORATION
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Earnings and Retained
Earnings-Fiscal quarters and two fiscal quarters
ended November 2, 1997 and October 27, 1996............. 3
Consolidated Balance Sheets-
November 2, 1997 and April 30, 1997..................... 4
Consolidated Statements of Cash Flow-
Fiscal quarters and two fiscal quarters
ended November 2, 1997 and October 27, 1996............. 5
Notes to the Consolidated Financial Statements............ 6-11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 12-18
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................ 19
Item 5. Other Information............................................ 19
Item 6. Exhibits and Reports on Form 8-K............................. 19
SIGNATURES................................................................... 20
</TABLE>
(Page 2 of 24)
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NEWBRIDGE NETWORKS CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS
(Canadian dollars, amounts in thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Fiscal quarters ended Two fiscal quarters ended
-------------------------- ---------------------------
November 2, October 27, November 2, October 27,
1997 1996 1997 1996
------------ ------------ ------------- ------------
<S> <C> <C> <C> <C>
Sales $432,169 $316,082 $866,907 $602,119
Cost of sales 159,801 112,185 320,531 212,928
-------- -------- -------- --------
Gross margin 272,368 203,897 546,376 389,191
Expenses
Selling, general and administrative 123,402 78,138 247,259 144,396
Research and development 66,169 35,167 125,852 65,402
-------- -------- -------- --------
Income from operations 82,797 90,592 173,265 179,393
Interest income 2,792 5,320 5,814 10,792
Interest expense on long term obligations (207) (186) (491) (258)
Other expenses (2,957) (2,734) (5,142) (4,879)
-------- -------- -------- --------
Earnings before income taxes
and non-controlling interest 82,425 92,992 173,446 185,048
Provision for income taxes 24,324 29,776 51,358 59,473
Non-controlling interest 108 435 (259) 1,993
-------- -------- -------- --------
Net earnings 57,993 62,781 122,347 123,582
Retained earnings, beginning of the period 832,502 672,032 768,148 611,231
-------- -------- -------- --------
Retained earnings, end of the period $890,495 $734,813 $890,495 $734,813
======== ======== ======== ========
Earnings per share (Note 6)
Basic $ 0.33 $ 0.37 $ 0.70 $ 0.73
Fully diluted $ 0.33 $ 0.36 $ 0.69 $ 0.71
Weighted average number of shares
Basic 174,733 170,232 173,830 169,736
Fully diluted 190,516 184,131 189,783 182,934
</TABLE>
See accompanying Notes to the Consolidated Financial Statements.
(Page 3 of 24)
<PAGE>
NEWBRIDGE NETWORKS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Canadian dollars in thousands)
<TABLE>
<CAPTION>
November 2, April 30,
1997 1997
---------- ----------
(unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents (Note 2) $ 317,515 $ 333,904
Accounts receivable, net of provision for returns and
doubtful accounts of $12,167 (April 30, 1997 - $10,572) 426,759 387,338
Inventories (Note 3) 212,910 159,495
Prepaid expenses and other current assets 99,482 64,191
---------- ----------
1,056,666 944,928
Property, plant and equipment 369,456 294,939
Deferred income taxes 25,890 37,393
Goodwill (Note 4) 126,398 125,565
Software development costs 24,999 22,299
Other assets 100,212 71,579
---------- ----------
$1,703,621 $1,496,703
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 131,704 $ 105,884
Accrued liabilities 106,843 95,804
Provision for restructuring (Note 5) 5,519 35,944
Income taxes 27,618 61,551
Current portion of long term obligations 7,191 7,353
---------- ----------
278,875 306,536
Long term obligations 10,148 10,817
Deferred income taxes 39,696 32,439
Non-controlling interest 17,003 20,412
---------- ----------
345,722 370,204
---------- ----------
Common shares - 175,304,537 outstanding
(April 30, 1997 - 171,858,984 outstanding) 446,702 351,388
Accumulated foreign currency translation adjustment 20,702 6,963
Retained earnings 890,495 768,148
---------- ----------
1,357,899 1,126,499
---------- ----------
$1,703,621 $1,496,703
========== ==========
</TABLE>
See accompanying Notes to the Consolidated Financial Statements.
(Page 4 of 24)
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NEWBRIDGE NETWORKS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Canadian dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Fiscal quarters ended Two fiscal quarters ended
-------------------------- --------------------------
November 2, October 27, November 2, October 27,
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net earnings $ 57,993 $ 62,781 $ 122,347 $123,582
Items not affecting cash
Amortization 32,448 19,124 60,004 36,808
Deferred income taxes 13,863 1,760 19,021 5,871
Non-controlling interest (1,911) 435 (2,278) 1,993
Other 2,380 768 4,359 2,322
Cash effect of changes in:
Accounts receivable (1,526) (41,968) (25,506) (62,973)
Inventories (20,574) (6,504) (49,857) (4,706)
Prepaid expenses and other current assets (50,025) (3,043) (34,916) (9,049)
Accounts payable and accrued liabilities 19,213 15,566 (3,117) (2,214)
Income taxes (10,488) 17,399 (23,802) 17,341
-------- --------- --------- --------
41,373 66,318 66,255 108,975
-------- --------- --------- --------
INVESTING ACTIVITIES
Additions to property, plant and equipment (71,363) (28,390) (125,006) (48,439)
Acquisition of subsidiaries,
excluding cash acquired (5,260) (34,231) (5,260) (35,097)
Capitalized software development costs (4,150) (3,024) (7,235) (5,964)
Additions to other assets (22,555) (20,061) (30,115) (25,602)
-------- --------- --------- --------
(103,328) (85,706) (167,616) (115,102)
-------- --------- --------- --------
FINANCING ACTIVITIES
Issue of common shares 26,951 14,290 80,531 31,888
Increase in long term obligations -- 1,026 4,060 1,026
Repayment of long term obligations (3,777) (2,097) (5,192) (3,356)
-------- --------- --------- --------
23,174 13,219 79,399 29,558
-------- --------- --------- --------
Increase (decrease) in cash
and cash equivalents (38,781) (6,169) (21,962) 23,431
Effect of foreign currency translation on cash 2,335 (3,731) 5,573 (3,448)
Cash from acquisition of subsidiaries -- 6,165 -- 6,165
-------- --------- --------- --------
(36,446) (3,735) (16,389) 26,148
Cash and cash equivalents,
Beginning of period 353,961 485,632 333,904 455,749
-------- --------- --------- --------
Cash and cash equivalents, end of period $317,515 $ 481,897 $ 317,515 $481,897
======== ========= ========= ========
</TABLE>
See accompanying Notes to the Consolidated Financial Statements.
(Page 5 of 24)
<PAGE>
NEWBRIDGE NETWORKS CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Canadian dollars, tabular amounts in thousands except per share data)
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements of
Newbridge Networks Corporation (the "Company") have been prepared in accordance
with accounting principles generally accepted in Canada for interim financial
information. These accounting principles are also generally accepted in the
United States ("U.S. GAAP") in all material respects except for the disclosure
of certain cash equivalents on the Consolidated Balance Sheets and investing
activities on the Consolidated Statements of Cash Flows, as disclosed in Note 2,
and the method of calculation of earnings per share, as disclosed in Note 6.
In the opinion of Management, the unaudited interim consolidated financial
statements reflect all normal and recurring adjustments considered necessary for
fair presentation.
The results of operations for the second fiscal quarter and two fiscal quarters
ended November 2, 1997 are not necessarily indicative of the results to be
expected for the fiscal year ending April 30, 1998.
2. CASH AND CASH EQUIVALENTS
Components of cash and cash equivalents are:
<TABLE>
<CAPTION>
November 2, April 30,
1997 1997
----------- ---------
<S> <C> <C>
Cash $287,555 $197,007
Held to maturity marketable securities
(at amortized cost, which
approximates fair market value) 29,910 136,278
Available for sale marketable securities
(at fair market value) 50 619
-------- --------
$317,515 $333,904
======== ========
</TABLE>
Held to maturity marketable securities are investments with original maturities
of three months or more. Available for sale marketable securities are common
shares of publicly traded companies acquired upon the Company's disposition of
minority interests in privately held companies. Under accounting principles
generally accepted in the United States ("U.S. GAAP"), marketable securities
would be disclosed as a separate caption on the Consolidated Balance Sheets.
(Page 6 of 24)
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NEWBRIDGE NETWORKS CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Canadian dollars, tabular amounts in thousands except per share data)
(Unaudited)
If the Consolidated Statements of Cash Flows were prepared under U.S. GAAP,
maturities, purchases and sales of marketable securities would be disclosed as
an investing activity. Disclosure in the Consolidated Statements of Cash Flows
prepared under U.S. GAAP would be as follows.
<TABLE>
<CAPTION>
Fiscal quarters ended Two fiscal quarters ended
-------------------------- ---------------------------
November 2, October 27, November 2, October 27,
1997 1996 1997 1996
------------ ------------ ------------- ------------
<S> <C> <C> <C> <C>
Investing activities in short
term marketable securities:
Held to maturity securities
Maturities $ 27,635 $ 41,791 $ 156,386 $ 165,674
Purchases -- (163,624) (50,018) (281,470)
--------- --------- --------- ---------
27,635 (121,833) 106,368 (115,796)
Available for sale securities
Sales (569) 11,208 (569) 16,538
--------- --------- --------- ---------
27,066 (110,625) 105,799 (99,258)
Investing activities, as reported (103,328) (85,706) (167,616) (115,102)
--------- --------- --------- ---------
Investing activities, U.S. GAAP $ (76,262) $(196,331) $ (61,817) $(214,360)
--------- --------- --------- ---------
Net increase (decrease) in cash and
cash equivalents, as reported $ (36,446) $ (3,735) $ (16,389) $ 26,148
Investing activities in short
term marketable securities 27,066 (110,625) 105,799 (99,258)
--------- --------- --------- ---------
Increase (decrease) in cash and
cash equivalents, U.S. GAAP $ (9,380) $(114,360) $ 89,410 $ (73,110)
--------- --------- --------- ---------
</TABLE>
The Company uses financial instruments, principally forward exchange contracts,
in its management of foreign currency exposures. Realized and unrealized forward
exchange contracts are recognized and offset foreign exchange gains and losses
on the underlying net asset or net liability position. These contracts primarily
require the Company to purchase and sell certain foreign currencies with or for
Canadian dollars at contractual rates. At November 2, 1997 the Company had
$288,272,000 in outstanding forward exchange contracts (April 30, 1997 -
$293,414,000).
3. INVENTORIES
<TABLE>
<CAPTION>
November 2, April 30,
1997 1997
----------- ---------
<S> <C> <C>
Finished goods $148,116 $100,405
Work in process 17,191 20,938
Raw materials 47,603 38,152
-------- --------
$212,910 $159,495
======== ========
</TABLE>
(Page 7 of 24)
<PAGE>
NEWBRIDGE NETWORKS CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Canadian dollars, tabular amounts in thousands except per share data)
(Unaudited)
4. GOODWILL
<TABLE>
<CAPTION>
November 2, April 30,
1997 1996
------------ ----------
<S> <C> <C>
Goodwill $138,866 $133,854
Accumulated amortization (12,468) (8,289)
-------- ---------
$126,398 $125,565
======== =========
</TABLE>
5. PROVISION FOR RESTRUCTURING
On January 17, 1997, the Company acquired a 100% equity interest in Ungermann-
Bass Networks, Inc. ("UB Networks"), a manufacturer of local area network
equipment based in Santa Clara, California. The provision for restructuring
relates to programs instituted by the Company to integrate the operations of UB
Networks with the Company and to eliminate redundant functions. The components
of the provision for restructuring and related spending to November 2, 1997 are
as follows.
<TABLE>
<CAPTION>
Reduction in Reduction Discontinued Other
Work Force in Facilities Activities Restructuring Total
------------- -------------- ------------- -------------- ---------
<S> <C> <C> <C> <C> <C>
Provision upon
acquisition $ 26,153 $11,582 $ 9,787 $ 6,457 $ 53,979
Incurred to
April 30, 1997 (9,496) (970) (4,478) (3,091) (18,035)
-------- ------- ------- ------- --------
Provision balances
at April 30, 1997 16,657 10,612 5,309 3,366 35,944
Incurred in the fiscal quarter
ended August 3, 1997 (15,782) (6,919) (3,422) (2,581) (28,704)
Incurred in the fiscal quarter
ended November 2, 1997 (404) (103) (637) (577) (1,721)
-------- ------- ------- ------- --------
Provision balances
at November 2, 1997 $ 471 $ 3,590 $ 1,250 $ 208 $ 5,519
======== ======= ======= ======= ========
</TABLE>
The provision for reduction in work force includes severance, related medical
and other benefits, relocation costs and other obligations to employees. The
provision includes termination benefits for approximately 300 employees. The
work force reductions are in all functions and in all regions in which UB
Networks operates. The Company believes that these work force reductions have
been substantially completed. Additional workforce reductions are contemplated
as set forth in Note 8. The provision for reduction in facilities comprises
primarily lease payments and fixed costs associated with the closing of sales,
support and administrative facilities in the Americas, Europe and Asia Pacific
geographic areas. The provision for discontinued activities includes costs
associated with the disposition of assets and fulfilling prior commitments
related to certain discontinued product lines and activities. The Company
anticipates that the balance of these costs will be incurred over the remainder
of the fiscal year. The provision for other restructuring costs comprises
various direct incremental costs associated with the integration of operations
of UB Networks with the Company.
(Page 8 of 24)
<PAGE>
NEWBRIDGE NETWORKS CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Canadian dollars, tabular amounts in thousands except per share data)
(Unaudited)
6. EARNINGS PER SHARE
Basic earnings per share has been calculated as net earnings for the period
divided by the daily weighted average number of Common Shares outstanding during
the fiscal quarter. Fully diluted earnings per share has been calculated as net
earnings plus after tax imputed earnings on the cash which would have been
received on the exercise of options, divided by the daily weighted average
number of Common Shares and common share equivalents outstanding during the
period.
Under accounting principles generally accepted in the United States, earnings
per share is calculated using the treasury stock method. Earnings per share in
U.S. dollars is disclosed for the convenience of the reader. The exchange rates
used for translation are based on the daily average exchange rate of a Canadian
dollar for U.S. dollars as reported by the Federal Reserve Bank of New York. The
calculation of earnings per share under U.S. GAAP is as follows.
<TABLE>
<CAPTION>
Fiscal quarters ended Two fiscal quarters ended
------------------------ -------------------------
November 2, October 27, November 2, October 27,
1997 1996 1997 1996
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Earnings per share
Primary $ 0.32 $ 0.36 $ 0.68 $ 0.71
======= ======= ======= =======
Fully diluted $ 0.32 $ 0.36 $ 0.67 $ 0.71
======= ======= ======= =======
Earnings per share - in U.S. dollars
Primary $ 0.23 $ 0.26 $ 0.49 $ 0.52
======= ======= ======= =======
Fully diluted $ 0.23 $ 0.26 $ 0.49 $ 0.52
======= ======= ======= =======
Weighted average number of shares
Primary 182,728 174,747 181,036 174,837
======= ======= ======= =======
Fully diluted 182,728 174,747 181,970 174,837
======= ======= ======= =======
</TABLE>
The United States Financial Accounting Standards Board ("FASB") issued the
Statement of Financial Accounting Standards No. 128 ("SFAS 128") in February
1997 related to changes to the methodologies used in calculating earnings per
share under U.S. GAAP. Under SFAS 128 primary earnings per share would be
replaced by basic earnings per share, the calculation of which, given the
Company's capital structure, would be the same as the calculation of basic
earnings per share under accounting principles generally accepted in Canada. The
calculation of fully diluted earnings per share under U.S. GAAP would be
replaced by diluted earnings per share, the calculation of which, given the
Company's capital structure, would be the same as the calculation of primary
earnings per share under U.S. GAAP. The Company plans to implement SFAS 128 in
the third quarter of fiscal 1998.
(Page 9 of 24)
<PAGE>
NEWBRIDGE NETWORKS CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Canadian dollars, tabular amounts in thousands except per share data)
(Unaudited)
7. LITIGATION
Lucent Technologies Inc. ("Lucent Technologies") filed a complaint dated June
24, 1997 in United States District Court in Delaware against the Company and its
United States subsidiary, Newbridge Networks Inc. Lucent Technologies
manufactures and sells telecommunications systems, software and products, and is
both a distributor of the Company's products and a competitor of the Company.
The complaint alleges that the Company's manufacture and sale in the United
States of Newbridge frame relay and ATM (asynchronous transfer mode) switch
products infringe certain United States patent rights claimed by Lucent
Technologies, and requests actual and trebled damages in an unspecified amount.
The Company has filed an answer to the complaint, and intends to defend this
action vigorously. Based upon its present understanding of the laws in the
United States and the facts, the Company believes it has meritorious defenses to
these claims. Because the outcome of the action is not certain at this time, no
provision for any liability that may result upon adjudication has been made in
these Consolidated Financial Statements.
During the fiscal year ended April 30, 1995, the Company was served with one of
several complaints filed in United States District Court in Washington, D.C. by
certain persons purporting to be purchasers of Common Shares of the Company. On
or about May 8, 1995 these complaints were combined into a single consolidated
and amended complaint (the "First Amended Complaint") which named the Company
and certain of its executive officers as defendants. The First Amended Complaint
purported to be a class action on behalf of a class of persons who purchased
securities of the Company between March 29 and August 1, 1994 and alleged that
the Company made false and misleading statements in violation of United States
securities law and common law, for which damages were sought in unspecified
amounts. On June 3, 1996, the Court issued an order granting in part and denying
in part the defendants' motion to dismiss. Among other things, the Court
dismissed with prejudice the claim alleging violation of common law. The Court
also dismissed the majority of plaintiffs' allegations of violation of United
States securities law, but granted plaintiffs leave to replead these allegations
in a Second Amended Complaint, which plaintiffs filed on July 3, 1996. The Court
further conditionally certified the action as a class action without prejudice
to the Company's right to renew its objection to class action certification upon
completion of discovery. On April 10, 1997, the Court issued an order granting
in part and denying in part the defendants' motion to dismiss the Second Amended
Complaint. Among other things, the Court dismissed with prejudice a substantial
portion of plaintiffs' allegations. The Company has served an answer denying
plaintiffs' claims. The Company intends to continue to defend this action
vigorously. Based upon its present understanding of the laws in the United
States and the facts, the Company believes it has meritorious defenses to the
action. Because the outcome of the action is not certain at this time, no
provision for any liability that may result upon adjudication has been made in
these Consolidated Financial Statements.
(Page 10 of 24)
<PAGE>
NEWBRIDGE NETWORKS CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Canadian dollars, tabular amounts in thousands except per share data)
(Unaudited)
8. SUBSEQUENT EVENTS
Subsequent to the second fiscal quarter ended November 2, 1997, the Company
received an offer to acquire all of its shares of Broadband Networks Inc.
("BNI"), a Canadian wireless technology company in which the Company holds a
minority interest. Pursuant to this offer the Company estimates the gain on
disposition of its shares will approximate $50,000,000 before income taxes, and
the sale is expected to be completed during fiscal 1998. Upon completion of the
sale the gain will be recorded as non-operating income.
In November 1997 the Company acquired a 49.9% equity interest in RADNet Ltd., an
Israeli developer and manufacturer of access switches for asynchronous transfer
mode ("ATM") networks, by the purchase of shares in the amount of approximately
$52,000,000. The acquisition will be accounted for by the purchase method of
accounting. It is expected that the majority of the purchase price will be
related to research and development in process. Under Canadian GAAP, the
research and development in process will be amortized on a straight line basis
over the estimated useful life of six months. Under U.S. GAAP, the research and
development in process will be charged to income in the third quarter of
fiscal 1998. Because the Company jointly controls RADNet, the financial results
of RADNet will be proportionately consolidated commencing from the date of
acquisition under Canadian GAAP. The Company will account for RADNet under the
equity method under U.S. GAAP.
On December 3, 1997 the Company announced the first step of its plan to
reallocate its resources in its local area network equipment business during the
fiscal quarter ending February 1, 1998. The first step involves both the
redeployment of resources and the reduction of approximately 280 positions
primarily related to local area network products worldwide. Costs associated
with this reduction in work force, including severance, related medical and
other benefits, and other obligations to employees are estimated to be
$8,000,000 to $10,000,000. The accounting treatment for the costs associated
with the first and other steps to be taken in connection with the Company's plan
will be determined when all of the elements of the plan have been formulated.
(Page 11 of 24)
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Certain parts of the following discussion and analysis may be forward-looking
statements that involve a number of risks and uncertainties. As a consequence,
actual results might differ materially from results forecast or suggested in any
forward-looking statements. See "Market for Registrant's Common Equity and
Related Stockholder Matters - Cautionary Statement Regarding Forward-Looking
Information" in the Company's Annual Report on Form 10-K, which is incorporated
by reference herein.
During the fiscal year ended April 30, 1997, the Company acquired a 100% equity
interest in Ungermann-Bass Networks, Inc. ("UB Networks"), a manufacturer of
local area network equipment based in Santa Clara, California, for cash
consideration of $146,590,000. The operating results of UB Networks have been
consolidated into the operating results of the Company commencing in the fourth
fiscal quarter ended April 30, 1997.
RESULTS OF OPERATIONS
Sales increased in the second quarter of fiscal 1998 ended November 2, 1997 by
37% compared to sales in the second quarter of fiscal 1997 ended October 27,
1996 and sales for the first six months of fiscal 1998 increased by 44% over
sales for the first six months of fiscal 1997. The increase in sales was more
than offset by a decline in the gross margin as a percentage of sales and an
increase in operating expenses, resulting in net earnings of $57,993,000 for the
second quarter of fiscal 1998, a decrease of 8% from net earnings for the second
quarter of fiscal 1997, and net earnings of $122,347,000 for the first six
months of fiscal 1998, a decrease of 1% from net earnings for the first six
months of fiscal 1997.
Sales for the second quarter of fiscal 1998 of $432,169,000 declined 1% relative
to sales of $434,738,000 for the first quarter of fiscal 1998. Net earnings for
the second quarter of fiscal 1998 of $57,993,000 declined 10% relative to net
earnings of $64,354,000 for the first quarter of fiscal 1998. The declines in
sales and net earnings in the second quarter of fiscal 1998 compared to the
first quarter of fiscal 1998 were principally the result of revenue declines
associated with the former UB Networks.
<TABLE>
<CAPTION>
SALES
Fiscal Quarter Ended Two Fiscal Quarters Ended
---------------------------- ----------------------------
Nov 2, Oct 27, % Nov 2, Oct 27, %
1997 1996 Increase 1997 1996 Increase
-------- -------- -------- -------- -------- --------
(Canadian dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Sales $432,169 $316,082 37% $866,907 $602,119 44%
======== ======== ======== ========
</TABLE>
Growth in sales in the second quarter and first six months of fiscal 1998
compared to the second quarter and first six months of fiscal 1997 was due to an
increase in sales of products based on packet technologies. The proportion of
product sales from products based on packet technologies was over 55% in the
second quarter and first six months of fiscal 1998 compared to approximately 35%
in the second quarter and first six months of fiscal 1997. The growth in sales
of products based on packet technologies compared to the prior fiscal year was
derived from both wide area network and local area network products. Product
line enhancements and new
(Page 12 of 24)
<PAGE>
products introduced for wide area network applications over the past two
years resulted in sales growth in the second quarter and first six months of
fiscal 1998 as compared to the second quarter and first six months of fiscal
1997, predominantly through increased acceptance and demand for the Company's
asynchronous transfer mode (ATM) products. The acquisition of UB Networks in the
latter part of fiscal 1997 resulted in sales growth for packet based products
into local area networks in the second quarter and first six months of fiscal
1998 as compared to sales recorded for these products in the second quarter and
first six months of fiscal 1997 prior to the acquisition.
Sales of circuit switched networking products in the second quarter and first
six months of fiscal 1998 were approximately consistent with sales in the
comparable periods of fiscal 1997. Sales of these networking products have been
and are expected to be subject to slower growth as customers increasingly adopt
packet technologies, not only in North America but in the rest of the world as
well. The Company is subject to a greater degree of variation in quarterly sales
of circuit switched networking products as the majority of sales of these
products is expected to be derived from less mature, rapidly developing markets
outside of North America.
The Company expects the proportion of sales derived from products based on
packet technologies to continue to increase relative to sales derived from
circuit switched networking products in fiscal 1998 when compared to fiscal
1997. Due to longer sales cycles often associated with the adoption of new
technologies, sales of products based on packet technologies may be subject to
variable rates of quarterly growth.
The sales increases in the second quarter and first six months of fiscal 1998
relative to the second quarter and first six months of fiscal 1997 reflect
growth in all of the Company's business regions, most notably in Europe and the
United States. Deliveries to original equipment manufacturers (OEMs) for carrier
customers and deliveries under certain large contracts with carriers contributed
significantly to sales throughout the first six months of fiscal 1998 and the
first six months of fiscal 1997. Sales to Siemens A.G. and subsidiaries,
generally under OEM arrangements for resale to end users, were 20% of sales in
the second quarter of fiscal 1998, compared to 18% of sales in the second
quarter of fiscal 1997, and were 19% of sales in the first six months of fiscal
1998 and fiscal 1997.
Sales to carriers of central office applications for tariffed services, for use
within their internal networks and for resale to end users, represented 70% of
total sales in both the second quarter of fiscal 1998 and the second quarter of
fiscal 1997 and accounted for 67% of total sales for the first six months of
fiscal 1998 compared to 69% for the first six months of fiscal 1997.
Sales for the second quarter of fiscal 1998 of $432,169,000 represented a 1%
decline from sales of $434,738,000 recorded in the first quarter of fiscal 1998.
The decline was a reflection of a decrease in sales of products associated with
the former UB Networks, largely offset by an increase in revenues from the
Company's ATM products for wide area networks. The revenue decline associated
with the former UB Networks was primarily due to declines in sales of shared
media hub products as well as with unplanned delays in availability of certain
key interface cards. Revenue associated with the former UB Networks may be
further adversely affected during the remainder of fiscal 1998. The Company is
taking steps to reallocate its resources in its local area network business as
discussed in "Financial Condition".
A significant portion of the Company's sales are derived from products shipped
against orders received in each fiscal quarter and from products shipped against
firm purchase orders released in that fiscal quarter. In addition, customers
have the ability to revise or cancel orders and change delivery schedules
without significant penalty. As a result, the Company operates without
significant backlog and schedules some production and budgets expenses based on
(Page 13 of 24)
<PAGE>
forecasts of sales which are difficult to predict. Unforseen delays in product
deliveries or closing large sales, introductions of new products by the Company
or its competitors, seasonal patterns of customer capital expenditures or
other conditions affecting the networking industry in particular or the
economy generally during any fiscal quarter could cause quarterly revenue and,
to a greater degree, net earnings, to vary greatly.
Because substantial portions of the Company's sales, cost of sales and other
expenses are denominated in U.S. dollars and Pounds Sterling, the Company's
results of operations are subject to change based on fluctuations in the rates
of exchange of those currencies for the Canadian dollar. During the second
quarter and first six months of fiscal 1998, the decrease in the value of the
Canadian dollar against the Pound Sterling and the U.S. dollar, relative to
exchange rates prevailing in the second quarter and first six months of fiscal
1997, resulted in no material variance in reported sales, gross margin or income
from operations.
COST OF SALES AND GROSS MARGIN
<TABLE>
<CAPTION>
Fiscal Quarter Ended Two Fiscal Quarters Ended
-------------------- -------------------------
Nov 2, Oct 27, Nov 2, Oct 27,
1997 1996 1997 1996
-------- -------- -------- ---------
(Canadian dollars in thousands)
<S> <C> <C> <C> <C>
Gross margin $272,368 $203,897 $546,376 389,191
======== ======== ======== =======
As % of sales 63% 65% 63% 65%
</TABLE>
Cost of sales consists of manufacturing costs, warranty expense and costs
associated with the provision of services. The gross margin as a percentage of
sales declined in the second quarter and first six months of fiscal 1998
relative to the second quarter and first six months of fiscal 1997 primarily as
a result of gross margins earned on revenues of the former UB Networks, which
have been below the average gross margins earned on the Company's other
products.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
<TABLE>
<CAPTION>
Fiscal Quarter Ended Two Fiscal Quarters Ended
------------------------------- -------------------------------
Nov 2, Oct 27, % Nov 2, Oct 27, %
1997 1996 Increase 1997 1996 Increase
--------- --------- --------- --------- --------- ---------
(Canadian dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Selling, general and
and administrative $123,402 $78,138 58% $247,259 $144,396 71%
======== ======== ======== ========
As % of sales 29% 25% 29% 24%
</TABLE>
Selling, general and administrative expenses increased in the second quarter and
first six months of fiscal 1998 relative to the second quarter and first six
months of fiscal 1997 primarily as a result of increases in sales and service
personnel. The majority of the increase in personnel was the result of
acquisitions made in the last six months of fiscal 1997 to enhance the Company's
business and diversify its marketing and distribution channels. Incremental
hiring and spending was directed at programs to strengthen its sales and support
infrastructure throughout the world and to market new products.
(Page 14 of 24)
<PAGE>
The increase in selling, general and administrative expenses as a percentage of
sales in the second quarter and first six months of fiscal 1998 over the second
quarter and first six months of fiscal 1997 is the reflection of the higher cost
structure of companies acquired during fiscal 1997, most significantly the
former ub networks, as well as the result of the sequential sales decline in the
second quarter of fiscal 1998 from the first quarter of fiscal 1998, and in
the first quarter of fiscal 1998 from the fourth quarter of fiscal 1997.
<TABLE>
<CAPTION>
RESEARCH AND DEVELOPMENT
Fiscal Quarter Ended Two Fiscal Quarters Ended
---------------------------- ------------------------------
Nov 2, Oct 27, % Nov 2, Oct 27, %
1997 1996 Increase 1997 1996 Increase
------- ------- -------- -------- -------- --------
(Canadian dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Gross research and
development expenditures $77,479 $43,920 76% $148,296 $ 83,371 78%
Investment tax credits (8,600) (6,000) 43% (17,000) (11,800) 44%
Customer, government
and other funding (1,435) (1,840) (22%) (2,937) (4,427) (34%)
Net deferral (amortization) of
software development costs (1,275) (913) 40% (2,507) (1,742) 44%
------- ------- -------- --------
Net research and
development expenses $66,169 $35,167 88% $125,852 $ 65,402 92%
======= ======= ======== ========
Gross expenditures
as a % of sales 18% 14% 17% 14%
Recoveries as a %
of gross expenditures 15% 20% 15% 22%
Net expenses as a % of sales 15% 11% 15% 11%
</TABLE>
Research and development expenditures consist primarily of software and hardware
engineering personnel expenses, costs associated with equipment and facilities,
and subcontracted research and development costs. The increased gross research
and development expenditures in the second quarter of fiscal 1998 compared to
the second quarter of fiscal 1997 and in the first six months of fiscal 1998
relative to the first six months of fiscal 1997 reflect spending on new
networking products, features and interfaces, particularly for ATM platforms in
carrier, carrier access and enterprise network applications and network and
services management software. The majority of the increase was the result of
increased engineering personnel, a portion of which relates to the acquisition
of UB Networks.
Recoveries decreased as a percentage of gross expenditures in the second quarter
and first six months of fiscal 1998 compared to the second quarter and first six
months of fiscal 1997 due to declines in investment tax credits as a proportion
of gross research and development expenditures and due to declines in customer,
government and other funding. Based on management's estimates of the proportion
of fiscal 1998 gross research and development expenditures to be incurred in
canada and therefore eligible for investment tax credits, and current levels of
committed funding, management expects the level of recoveries as a
(Page 15 of 24)
<PAGE>
percentage of gross research and development expenditures in fiscal 1998 to
continue to be lower than in fiscal 1997.
The markets for the Company's products are characterized by continuing
technological change. The Company has determined to increase the pace of its
product development in fiscal 1998 to address the requirements of carriers as
they invest in new infrastructures to meet the challenges of increased
competition and growing demand for new communications services. As a result,
Management anticipates that net research and development expenses, expressed as
a percentage of sales, in fiscal 1998 will be higher than in fiscal 1997.
<TABLE>
<CAPTION>
INTEREST AND OTHER EXPENSES
Fiscal Quarter Ended Two Fiscal Quarters Ended
----------------------------- ----------------------------
Nov 2, Oct 27, % Nov 2, Oct 27, %
1997 1996 Increase 1997 1996 Increase
------- --------- -------- ------- ------- --------
(Canadian dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest income 2,792 $ 5,320 (48%) $ 5,814 $10,792 (46%)
Interest expense on
long term obligations (207) (186) 11% (491) (258) 90%
Other expenses (2,957) (2,734) 8% (5,142) (4,879) 5%
</TABLE>
Interest income for the second quarter of fiscal 1998 and first six months of
fiscal 1998 decreased compared to the second quarter of fiscal 1997 and first
six months of fiscal 1997 due to a decline in the cash position maintained, and
due to a decline in interest rates earned on investments. Interest expense on
long term obligations increased in the second quarter of fiscal 1998 and the
first six months of fiscal 1998 due to the assumption of long term obligations
of companies acquired by the Company during fiscal 1997. Other expenses
represented less than 1% of sales in the second quarter and first six months of
both fiscal 1998 and fiscal 1997.
INCOME TAXES
<TABLE>
<CAPTION>
Fiscal Quarter Ended Two Fiscal Quarters Ended
-------------------- -------------------------
Nov 2, Oct 27, NOV 2, Oct 27,
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Income tax rate 30% 32% 30% 32%
</TABLE>
The composite rates of income tax for the second quarter and first six months of
fiscal 1998 and the second quarter and first six months of fiscal 1997 were
reduced from the statutory rate primarily as a result of the application of
certain deductions related to manufacturing and processing activities and to
research and development expenditures in Canada. Future changes in the composite
rate of income tax will be primarily due to the relative profitability of
operations and the national tax policies in each of the various countries in
which the company operates. Management believes that the composite rate of
income tax will remain lower than the statutory rate through the application of
deductions related to manufacturing and processing activities and research and
development expenditures in Canada as well as other tax planning measures
undertaken by the Company.
(Page 16 of 24)
<PAGE>
NON-CONTROLLING INTEREST
The non-controlling interests' share of subsidiary net earnings of $108,000 in
the second quarter of fiscal 1998 relate principally to the net earnings of
Coasin Chile S.A., a Chilean distributor and systems integrator of networking
products. The non-controlling interests' share of subsidiary net losses of
$259,000 in the first six months of fiscal 1998 and the non-controlling
interests' share of subsidiary income of $435,000 in the second quarter of
fiscal 1997 and $1,993,000 in the first six months of fiscal 1997 were all
derived principally from the activities of Transistemas S.A., an Argentine
systems integrator of networking products. The Company has a 51% equity interest
in both Coasin Chile S.A. and Transistemas S.A.
NET EARNINGS
Sales increased in the second quarter of fiscal 1998 ended November 2, 1997 by
37% compared to sales in the second quarter of fiscal 1997 ended October 27,
1996 and increased by 44% in the first six months of fiscal 1998 compared to the
first six months of fiscal 1997. These increases in sales were more than offset
by increases in operating expenses, resulting in net earnings of $57,993,000 for
the second quarter of fiscal 1998 and $122,347,000 for the first six months of
fiscal 1998, which represent declines in net earnings of 8% and 1% as compared
to the second quarter of fiscal 1997 and the first six months of fiscal 1997,
respectively.
Net earnings for the second quarter of fiscal 1998 of $57,993,000 decreased by
10% compared to net earnings of $64,354,000 for the first quarter of fiscal
1998, principally as a result of revenue declines from products associated with
the former UB Networks.
FINANCIAL CONDITION
During the first six months of fiscal 1998 ended November 2, 1997 working
capital increased from $638,392,000 to $777,791,000. As at November 2, 1997 the
Company had $317,515,000 of cash and cash equivalents, which decreased by
$16,389,000 during the first six months of fiscal 1998. Net earnings of
$122,347,000 for the first six months of fiscal 1998 generated $66,255,000 of
cash from operations and cash from stock option exercises totaled $80,531,000.
These cash inflows were more than offset by additions to property, plant and
equipment of $125,006,000, and other investing activities, including
acquisitions and equity investments in affiliates, of $42,610,000.
Two principal components of the Company's working capital are inventory and
accounts receivable. The Company schedules some production of its products based
on forecasts of sales, which are difficult to predict. Orders in the first two
quarters of fiscal 1998 did not match forecasts as to quantities and product mix
contributing to an increase in inventory of $53,415,000. Management believes
that the payment terms and conditions extended to the Company's customers and
arrangements with the Company's suppliers are consistent with practices
generally prevailing in the networking industry.
Management anticipates that capital expenditures for fiscal 1998 will exceed
those of fiscal 1997 as the Company is investing in new research and development
and manufacturing facilities in Canada, in land and facilities in the
metropolitan area of Washington, D.C., in research and development and
manufacturing equipment and in information systems. The Company intends to
extinguish its existing long term obligations as they become due, and may also
increase its current investments in subsidiaries and associated companies. The
Company intends to fund the increased capital expenditures, retirement of long
term obligations and increased investments with existing cash and cash expected
to be generated from operations during fiscal
(Page 17 of 24)
<PAGE>
1998, supplemented as appropriate by the issuance of shares or debt. In
addition, the Company may use a portion of its cash resources, to extend or
enhance its business and diversify its marketing and distribution channels
through acquisitions of or investments in businesses, products or technologies
or through the formation of strategic partnerships with other companies.
Subsequent to the second fiscal quarter ended November 2, 1997, the Company
received an offer to acquire all of its shares of Broadband Networks Inc.
("BNI"), a Canadian wireless technology company in which the Company holds a
minority interest. The Company estimates the proceeds on disposition of its
shares will approximate $70,000,000, less amounts subject to escrow conditions.
The sale is expected to be completed during fiscal 1998.
In November 1997 the Company acquired a 49.9% equity interest in RADNeT Ltd., an
Israeli developer and manufacturer of access switches for ATM networks, by the
purchase of shares in the amount of approximately $52,000,000.
On December 3, 1997 the Company announced the first step of its plan to
reallocate its resources in its local area network equipment business during the
fiscal quarter ending February 1, 1998. The first step involves both the
redeployment of resources and the reduction of approximately 280 positions
primarily related to local area network products worldwide. Costs associated
with this reduction in work force, including severance, related medical and
other benefits, and other obligations to employees are estimated to be
$8,000,000 to $10,000,000. Other costs associated with the first and other steps
to be taken in connection with the Company's plan for its local are network
equipment business will be determined when all of the elements of the plan have
been formulated.
Management believes that the Company's liquidity in the form of existing cash
resources and its credit facilities, as well as cash generated from operations,
will prove adequate to meet its operating and capital expenditure requirements
through the end of fiscal 1998 and into the foreseeable future.
(Page 18 of 24)
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Lucent Technologies Inc. ("Lucent Technologies") filed a complaint dated June
24, 1997 in United States District Court in Delaware against the Company and its
United States subsidiary, Newbridge Networks Inc. Lucent Technologies
manufactures and sells telecommunications systems, software and products, and is
both a distributor of the Company's products and a competitor of the Company.
The complaint alleges that the Company's manufacture and sale in the United
States of Newbridge frame relay and ATM (asynchronous transfer mode) switch
products infringe certain United States patent rights claimed by Lucent
Technologies, and requests actual and trebled damages in an unspecified amount.
The Company has filed an answer to the complaint, and intends to defend this
action vigorously. Based upon its present understanding of the laws in the
United States and the facts, the Company believes it has meritorious defenses to
these claims.
During the fiscal year ended April 30, 1995, the Company was served with one of
several complaints filed in United States District Court in Washington, D.C. by
certain persons purporting to be purchasers of Common Shares of the Company. on
or about May 8, 1995 these complaints were combined into a single consolidated
and amended complaint (the "First Amended Complaint") which named the Company
and certain of its executive officers as defendants. The First Amended Complaint
purported to be a class action on behalf of a class of persons who purchased
securities of the Company between March 29 and August 1, 1994 and alleged that
the Company made false and misleading statements in violation of United States
securities law and common law, for which damages were sought in unspecified
amounts. On June 3, 1996, the Court issued an order granting in part and denying
in part the defendants' motion to dismiss. Among other things, the Court
dismissed with prejudice the claim alleging violation of common law. The Court
also dismissed the majority of plaintiffs' allegations of violation of United
States securities law, but granted plaintiffs leave to replead these allegations
in a Second Amended Complaint, which plaintiffs filed on July 3, 1996. The Court
further conditionally certified the action as a class action without prejudice
to the Company's right to renew its objection to class action certification upon
completion of discovery. On April 10, 1997, the Court issued an order granting
in part and denying in part the defendants' motion to dismiss the Second Amended
Complaint. Among other things, the Court dismissed with prejudice a substantial
portion of plaintiffs' allegations. The Company has served an answer denying
plaintiffs' claims. The Company intends to continue to defend this action
vigorously. Based upon its present understanding of the laws in the United
States and the facts, the Company believes it has meritorious defenses to the
action.
ITEM 5. OTHER INFORMATION
The "Cautionary Statement Regarding Forward-Looking Information" contained in
"Market for Registrant's Common Equity and Related Stockholder Matters" in the
Company's Annual Report on Form 10-K for the fiscal year ended April 30, 1997 is
incorporated herein by reference and made a part hereof.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
Exhibit 11.1 Computation of earnings per share under accounting
principles generally accepted in Canada.
Exhibit 11.2 Computation of earnings per share under accounting
principles generally accepted in the United States.
Exhibit 27 Financial Data Schedule
(Page 19 of 24)
<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.
NEWBRIDGE NETWORKS CORPORATION
(Registrant)
Date: December 12, 1997 By: /s/ Terence H. Matthews
-----------------------
TERENCE H. MATTHEWS,
Chairman of the Board of
Directors and Chief
Executive Officer
Date: December 12, 1997 By: /s/ Kenneth B. Wigglesworth
---------------------------
KENNETH B. WIGGLESWORTH,
Vice President,
Chief Financial Officer
(Page 20 of 24)
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C> <C>
11.1 Computation of earnings per share under accounting
principles generally accepted in Canada 22
11.2 Computation of earnings per share under accounting
principles generally accepted in the United States 23
27 Financial data schedule 24
</TABLE>
(Page 21 of 24)
<PAGE>
EXHIBIT 11.1
NEWBRIDGE NETWORKS CORPORATION
COMPUTATION OF EARNINGS PER SHARE
(Accounting principles generally accepted in Canada)
(Canadian dollars, amounts in thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
FISCAL QUARTER ENDED TWO FISCAL QUARTERS ENDED
-------------------- --------------------------
Nov 2, Oct 27, Nov 2, Oct 27,
1997 1996 1997 1996
--------- -------- ----------- -----------
<S> <C> <C> <C> <C>
BASIC EARNINGS PER SHARE
Net earnings $ 57,993 $ 62,781 $122,347 $123,582
======== ======== ======== ========
Common shares outstanding
at the beginning of the period 174,245 169,754 171,859 168,676
Weighted average number of Common Shares
issued, net of Common Shares
repurchased, during the period 488 478 1,971 1,060
-------- -------- -------- --------
Weighted average number of Common Shares
outstanding during the period 174,733 170,232 173,830 169,736
======== ======== ======== ========
Basic earnings per share $ 0.33 $ 0.37 $ 0.70 $ 0.73
======== ======== ======== ========
FULLY DILUTED EARNINGS PER SHARE
Earnings before imputed earnings $ 57,993 $ 62,781 $122,347 $123,582
After tax imputed earnings from the investment
of funds received through dilution 4,363 2,715 8,342 5,598
-------- -------- -------- --------
Adjusted net earnings $ 62,356 $ 65,496 $130,689 $129,180
======== ======== ======== ========
Weighted average number of Common Shares
outstanding during the period 174,733 170,232 173,830 169,736
Weighted average common share
equivalents based on conversion of
outstanding stock options 15,783 13,899 15,953 13,198
-------- -------- -------- --------
Weighted average number of Common
Shares and equivalents outstanding
during the period 190,516 184,131 189,783 182,934
======== ======== ======== ========
Fully diluted earnings per share $ 0.33 $ 0.36 $ 0.69 $ 0.71
======== ======== ======== ========
EARNINGS PER SHARE EXPRESSED IN U.S. DOLLARS
Daily average exchange rate of a Canadian
dollar for U.S. dollars as reported by the
Federal Reserve Bank of New York $ 0.7204 $ 0.7322 $ 0.7223 $ 0.7316
Basic earnings per share, in U.S. dollars $ 0.24 $ 0.27 $ 0.51 $ 0.53
======== ======== ======== ========
Fully diluted earnings per share, in U.S. dollars $ 0.24 $ 0.26 $ 0.50 $ 0.52
======== ======== ======== ========
</TABLE>
(Page 22 of 24)
<PAGE>
EXHIBIT 11.2
NEWBRIDGE NETWORKS CORPORATION
COMPUTATION OF EARNINGS PER SHARE
(Accounting principles generally accepted in the United States)
(Canadian dollars, amounts in thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
FISCAL QUARTER ENDED TWO FISCAL QUARTERS ENDED
-------------------- -------------------------
Nov 2, Oct 27, Nov 2, Oct 27,
1997 1996 1997 1996
-------- --------- ---------- ----------
<S> <C> <C> <C> <C>
EARNINGS PER SHARE (U.S. GAAP) - PRIMARY
Net earnings $ 57,993 $ 62,781 $122,347 $123,582
======== ======== ======== ========
Weighted average number of Common Shares
outstanding during the period 174,733 170,232 173,830 169,736
Net effect of dilutive stock options
based on the treasury stock method 7,995 4,515 7,206 5,101
-------- -------- -------- --------
Weighted average number of Common
Shares and equivalents outstanding
during the period 182,728 174,747 181,036 174,837
======== ======== ======== ========
Earnings (loss) per share (U.S. GAAP) $ 0.32 $ 0.36 $ 0.68 $ 0.71
======== ======== ======== ========
EARNINGS (LOSS) PER SHARE (U.S. GAAP) - FULLY DILUTED
Net earnings (loss) $ 57,993 $ 62,781 $122,347 $123,582
======== ======== ======== ========
Weighted average number of Common Shares
outstanding during the period 174,733 170,232 173,830 169,736
Net effect of dilutive stock options
based on the treasury stock method 7,995 4,515 8,140 5,101
-------- -------- -------- --------
Weighted average number of Common
Shares and equivalents outstanding
during the period 182,728 174,747 181,970 174,837
======== ======== ======== ========
Earnings (loss) per share (U.S. GAAP) $ 0.32 $ 0.36 $ 0.67 $ 0.71
======== ======== ======== ========
EARNINGS (LOSS) PER SHARE EXPRESSED IN U.S. DOLLARS
Daily average exchange rate of a Canadian
dollar for U.S. dollars as reported by the
federal reserve bank of New York $ 0.7204 $ 0.7322 $ 0.7223 $ 0.7316
Earnings (loss) per share (U.S. GAAP)
- Primary, in U.S. dollars $ 0.23 $ 0.26 $ 0.49 $ 0.52
======== ======== ======== ========
Earnings (loss) per share (U.S. GAAP)
- Fully diluted, in U.S. dollars $ 0.23 $ 0.26 $ 0.49 $ 0.52
======== ======== ======== ========
</TABLE>
(Page 23 of 24)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated statement of earnings, consolidated balance sheet and consolidated
statement of cash flows included in the Company's Form 10-Q for the fiscal
quarter ended November 2, 1997, and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> CANADIAN DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-START> AUG-04-1997
<PERIOD-END> NOV-02-1997
<EXCHANGE-RATE> 0.7204
<CASH> 287,555
<SECURITIES> 29,960
<RECEIVABLES> 438,926
<ALLOWANCES> 12,167
<INVENTORY> 212,910
<CURRENT-ASSETS> 1,056,666
<PP&E> 749,847
<DEPRECIATION> 380,391
<TOTAL-ASSETS> 1,703,621
<CURRENT-LIABILITIES> 278,875
<BONDS> 0
0
0
<COMMON> 446,702
<OTHER-SE> 911,197
<TOTAL-LIABILITY-AND-EQUITY> 1,703,621
<SALES> 432,169
<TOTAL-REVENUES> 432,169
<CGS> 159,801
<TOTAL-COSTS> 349,372
<OTHER-EXPENSES> 2,957
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 207
<INCOME-PRETAX> 82,425
<INCOME-TAX> 24,324
<INCOME-CONTINUING> 57,993
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 57,993
<EPS-PRIMARY> 0.32
<EPS-DILUTED> 0.32
</TABLE>
