<PAGE>
FY95: THIRD QUARTER
- --------------------------------------------------------------------------------
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 APRIL 30, 1995
COMMISSION FILE NUMBER 1-6101
ROHR, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-1607455
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
850 LAGOON DRIVE, CHULA VISTA, CALIFORNIA 91910
(Address of principal executive offices)
(619) 691-4111
(Registrant's Telephone No.)
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
--- ---
AS OF MAY 19, 1995 THERE WERE 18,057,724 SHARES OF THE REGISTRANT'S COMMON STOCK
OUTSTANDING.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Page 1 of 15
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ROHR, INC. AND SUBSIDIARIES
---------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
(in thousands except for share data)
------------------------------------
<TABLE>
<CAPTION>
APRIL 30, JULY 31,
1995 1994
------------ ------------
<S> <C> <C>
ASSETS (Unaudited)
- ------
Cash and cash equivalents $ 77,301 $ 115,996
Short-term investments - 17,568
Accounts receivable 101,689 93,143
Inventories:
Work-in-process 426,431 444,076
Raw materials, purchased parts and supplies 25,778 23,441
Less customers' progress payments and advances (73,513) (104,321)
---------- ----------
Inventories - net 378,696 363,196
Deferred tax asset 36,353 36,353
Prepaid expenses and other current assets 12,407 18,493
---------- ----------
TOTAL CURRENT ASSETS 606,446 644,749
PROPERTY, PLANT AND EQUIPMENT 521,208 500,037
Less accumulated depreciation and amortization (300,960) (277,974)
---------- ----------
Property, plant and equipment - net 220,248 222,063
INVESTMENT IN LEASES 35,424 37,145
DEFERRED TAX ASSET 94,986 97,135
OTHER ASSETS 57,431 55,755
---------- ----------
$1,014,535 $1,056,847
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
- -------------------------------------
Trade accounts and other payables $ 126,453 $ 129,674
Salaries, wages and benefits 34,722 37,100
Taxes on income 3,439 2,343
Current portion of long-term debt 14,145 14,952
---------- ----------
TOTAL CURRENT LIABILITIES 178,759 184,069
LONG-TERM DEBT 562,439 574,038
LONG-TERM PENSION AND POST-RETIREMENT OBLIGATIONS 99,861 125,004
OTHER OBLIGATIONS 18,119 26,827
COMMITMENTS AND CONTINGENCIES - -
SHAREHOLDERS' EQUITY:
Preferred stock, $1 par value per share, authorized 10 million
shares; none issued - -
Common stock, $1 par value per share, authorized
50,000,000 shares; issued and outstanding
18,057,724 and 18,041,680 shares respectively 18,058 18,042
Additional paid-in capital 102,914 102,598
Retained earnings 90,284 82,168
Minimum pension liability adjustment (55,899) (55,899)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 155,357 146,909
---------- ----------
$1,014,535 $1,056,847
========== ==========
</TABLE>
Page 2 of 15
<PAGE>
ROHR, INC. AND SUBSIDIARIES
---------------------------
CONSOLIDATED STATEMENTS OF EARNINGS - UNAUDITED
-----------------------------------------------
(in thousands except for per share data)
----------------------------------------
<TABLE>
<CAPTION>
THIRD QUARTER ENDED NINE MONTHS ENDED
---------------------- ----------------------
APRIL 30, MAY 1, APRIL 30, MAY 1,
1995 1994 1995 1994
--------- ---------- --------- ----------
(Restated) (Restated)
<S> <C> <C> <C> <C>
Sales $210,759 $221,696 $622,689 $693,587
Costs and expenses 187,922 200,311 553,664 628,141
General & administrative expenses 6,053 7,286 18,902 20,732
Unusual items - 7,926 - 7,926
-------- -------- -------- --------
Operating income 16,784 6,173 50,123 36,788
Interest income 969 395 2,945 915
Interest expense 13,077 11,436 40,664 35,637
-------- -------- -------- --------
Income (loss) from continuing operations
before taxes on income 4,676 (4,868) 12,404 2,066
Taxes (benefit) on income 2,103 (1,915) 5,210 (2,083)
-------- -------- -------- --------
Income (loss) from continuing operations 2,573 (2,953) 7,194 4,149
Income from discontinued operations -
net of taxes 87 266 922 899
-------- -------- -------- --------
Net income (loss) $ 2,660 $ (2,687) $ 8,116 $ 5,048
======== ======== ======== ========
NET INCOME PER SHARE:
PRIMARY:
Income (loss) from continuing operations $ 0.14 $ (0.16) $ 0.40 $ 0.23
Income from discontinued operations 0.01 0.01 0.05 0.05
-------- -------- -------- --------
Net income (loss) $ 0.15 $ (0.15) $ 0.45 $ 0.28
======== ======== ======== ========
ASSUMING FULL DILUTION:
Income (loss) from continuing operations $ 0.14 $ (0.16) $ 0.39 $ 0.23
Income from discontinued operations - 0.01 0.04 0.05
-------- -------- -------- --------
Net income (loss) $ 0.14 $ (0.15) $ 0.43 $ 0.28
======== ======== ======== ========
Cash dividends per share
of common stock $ - $ - $ - $ -
======== ======== ======== ========
</TABLE>
Page 3 of 15
<PAGE>
ROHR, INC. AND SUBSIDIARIES
---------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
-------------------------------------------------
(in thousands)
--------------
<TABLE>
<CAPTION>
THIRD QUARTER ENDED NINE MONTHS ENDED
---------------------- -----------------------
APRIL 30, MAY 1, APRIL 30, MAY 1,
1995 1994 1995 1994
---------- --------- ---------- ----------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 2,660 $ (2,687) $ 8,116 $ 5,048
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 5,724 5,348 16,499 17,041
Changes due to (increase) decrease in operating assets:
Accounts receivable (7,509) 14,410 (11,549) 21,408
Inventories - net 11,331 26,308 (10,455) 53,892
Prepaid expenses and other assets 605 2,738 6,071 4,060
Changes due to increase (decrease) in operating liabilities:
Trade accounts and other payables (4,800) (40,084) (7,306) (58,537)
Pension and post-retirement obligations 3,295 8,219 (26,601) 14,403
Taxes on income and deferred taxes 1,985 (1,982) 3,245 (1,618)
Other 2,861 (905) 7,267 1,411
-------- -------- -------- ---------
Net cash provided by (used in) operating activities 16,152 11,365 (14,713) 57,108
-------- -------- -------- ---------
INVESTING ACTIVITIES:
Sale of short-term investments - - 17,568 -
Repurchase of sale/leaseback assets - - (21,782) -
Purchase of property, plant and equipment (1,193) (711) (4,133) (3,660)
Net advances on discontinued operations - - (5,045) -
Proceeds from sale of Auburn plant - 2,343 - 2,343
Other (2,704) (1,878) (751) (2,268)
-------- -------- -------- ---------
Net cash used in investing activities (3,897) (246) (14,143) (3,585)
-------- -------- -------- ---------
FINANCING ACTIVITIES:
Repayment of medium-term notes - - - (35,000)
Annual principal payment on 9.35% senior notes (12,500) - (12,500) (12,500)
Long-term borrowings under revolving credit agreement - 20,000 - 101,000
Repayment of borrowings under revolving credit agreement - (20,000) - (101,000)
Repayment of other long-term borrowings (435) (1,323) (2,052) (1,972)
Cash collateral for receivable financing program 8,500 (12,183) 23,003 (19,167)
Reduction in sales of receivable financing program - - (20,000) -
Other 1,055 (396) 1,710 (1,085)
-------- -------- -------- ---------
Net cash used in financing activities (3,380) (13,902) (9,839) (69,724)
-------- -------- -------- ---------
INCREASE (DECREASE) IN CASH AND 8,875 (2,783) (38,695) (16,201)
CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 68,426 28,768 115,996 42,186
-------- -------- -------- ---------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 77,301 $ 25,985 $ 77,301 $ 25,985
======== ======== ======== =========
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized $ 14,491 $ 15,259 $ 40,586 $ 36,612
Cash paid (refunded) for income taxes (111) 293 1,038 115
</TABLE>
Page 4 of 15
<PAGE>
ROHR, INC. AND SUBSIDIARIES
----------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
The consolidated balance sheet as of April 30, 1995, and statements of earnings
and cash flows for the third quarter and nine months ended April 30, 1995, and
May 1, 1994, reflect all adjustments (consisting only of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
presentation of the results of operations for the interim periods. Financial
results for interim periods are not necessarily indicative of results to be
expected for the full year.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. These consolidated financial statements should
be read in conjunction with the financial statements included in the annual
report on Form 10-K for the year ended July 31, 1994.
The consolidated statements of earnings for the third quarter and nine months
ended May 1, 1994, have been restated to separately reflect discontinued
operations.
CONTINGENCIES
In June 1987, the U.S. District Court of Los Angeles, in U.S. et al, vs.
Stringfellow, granted partial summary judgment against the Company and 14 other
defendants on the issue of liability under the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA"). This suit alleges that the
defendants are jointly and severally liable for all damages in connection with
the Stringfellow hazardous waste disposal site in Riverside County, California.
A federal jury and a special master appointed by the federal court found the
State of California also liable for the cleanup costs and, subsequently, the
special master allocated a high percentage of liability to the State of
California. On January 23, 1995, the U.S. District Court judge confirmed the
special master's finding; however, this decision is subject to appeal. The
Company is the second largest generator of waste by volume disposed at the site,
although it and certain other generators have argued the final allocation of
cleanup costs among generators should not be determined solely by volume.
The Company intends to continue to vigorously defend itself in the Stringfellow
matter and believes, based upon currently available information, that the
ultimate resolution will not have a material adverse effect on the financial
position, liquidity, or results of operations of the Company.
The Company has had claims against its comprehensive general liability insurers
for reimbursement of its cleanup costs at the site. These claims have been the
subject of separate litigation, although the
Page 5 of 15
<PAGE>
insurers nevertheless have been paying substantially all of the Company's costs
of defense in the actions by the government against the generators of wastes
disposed at the site. The Company has entered settlements with some of the
insurance carriers and has reached agreement in principle with all of the
remaining primary carriers and also with nearly all of the excess carriers.
During November 1994 through January 1995, inspections of commercial aircraft
revealed a cracked spar cap on two wing pylons. The Company has warranted these
applications to its customer. Investigation indicates that the wing pylon spar
caps, which were sourced, assembled and supplied by a major subcontractor to the
Company, did not receive a required process step. Analysis and testing show
that there are no airworthiness or safety of flight concerns with continued
aircraft operations. Subsequent fleetwide inspections have revealed no other
cracks; however, a replacement program is being implemented. The Company
expects that replacement will occur during regularly scheduled maintenance. The
spar caps will require replacement on approximately 120 aircraft over a period
of several years. The wing pylon is warranted to Rohr by its subcontractor and
the Company believes that the cost of removing and replacing the spar cap
components for the wing pylon, which is expected to approximate $325,000 per
aircraft, will be primarily the responsibility of the subcontractor.
In addition, the Company acquired materials directly from the spar cap materials
supplier, a small company with limited financial resources. Some of these
materials were not processed to specifications before use in various aircraft
applications. The Company has warranted these applications. With respect to
these other applications, no failures have been noted to date and the Company
and its customers are investigating whether any replacement or repair will be
required.
Page 6 of 15
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Management's analysis of operating results for the third quarter and nine months
ended April 30, 1995, and May 1, 1994, is presented below. Material
developments in the Company's liquidity and capital resources since July 31,
1994, are also presented. These discussions should be read in conjunction with
the financial statements and management's discussion and analysis thereof
included in the Company's Annual Report on Form 10-K for the fiscal year ended
July 31, 1994.
COMPANY OUTLOOK
As a result of the continued slowdown in the commercial aerospace industry, the
Company expects that deliveries of commercial aircraft will continue to be
affected through calendar 1996. The Company previously announced that sales for
the fiscal year ending July 31, 1996, fifteen months from now, are expected to
decrease approximately eight percent from levels expected for the current fiscal
year ending July 31, 1995. The anticipated reduction reflects reduced delivery
rates on commercial aircraft programs and the phase-out of certain space and
military programs. However, the Company has noted that airlines are reporting
improved operating results, the quantity of parked aircraft is declining, and
order activity for new aircraft, most of which will be delivered after fiscal
1996, has accelerated. In excess of 90 percent of the Company's current firm
order backlog is related to large commercial transport aircraft.
RESULTS OF OPERATIONS
First Nine Months Fiscal Year 1995 Compared to First Nine Months Fiscal Year
1994
Sales from continuing operations declined 10% from $693.6 million in the first
nine months of fiscal 1994 to $622.7 million for the same period in fiscal 1995,
primarily due to previously announced delivery rate reductions on several
commercial programs and reduced sales on government programs. Commercial sales
aggregated 87% and government sales 13% of the Company's total sales in the
first nine months of fiscal year 1995 compared to 86% commercial and 14%
government for the comparable period the prior year. The Titan program, which
is included in government sales and which accounted for approximately 5% of the
Company's sales in the first nine months of fiscal 1995, is scheduled to end in
fiscal 1996.
Page 7 of 15
<PAGE>
The Company reported operating income of $50.1 million, an operating margin of
8.0%, for the first nine months of fiscal 1995 compared to $36.8 million, an
operating margin of 5.3%, for the same period of the prior year. Operating
income in fiscal 1995 increased compared to operating income before unusual
items in fiscal 1994, reflecting improved results on some programs, initial
deliveries on the MD90 program, and the Company's continuing cost cutting
efforts. Operating income in fiscal 1995 was negatively impacted by cost
problems on the CF6-80E1 program. Operating income in fiscal 1994, was reduced
by unusual items aggregating $7.9 million, representing the write-off of
unamortized pension past service costs related to the downsizing of employment
levels, net of a gain on the sale of the Auburn, Washington facility. General
and administrative expenses declined $1.8 million from $20.7 million for the
first nine months of fiscal 1994 to $18.9 million for the first nine months of
fiscal 1995.
Net interest expense was $37.7 million for the first nine months of fiscal 1995
compared to $34.7 million for the first nine months of fiscal 1994. The
increase of $3.0 million was due primarily to the Company's new long-term debt.
Net income from continuing operations for the first nine months of fiscal 1995
was $7.2 million or 40 cents per share compared to $4.1 million or 23 cents per
share for the first nine months of fiscal 1994. The first nine months of the
prior fiscal year was positively impacted by the Omnibus Budget Reconciliation
Act, which reduced tax expense and correspondingly increased net income by $2.8
million or 16 cents a share.
During the fourth quarter of the prior fiscal year, the Company sold and
commenced the transfer of its business jet line of business and accounted for
the sale as a discontinued operation. The purchase agreement requires the
Company to manufacture and deliver certain components and transfer engineering
and tooling through fiscal 1995. Residual income from discontinued operations
totaled $0.9 million or 5 cents per share for both the first nine months of
fiscal 1995 and 1994.
Net income for the first nine months of fiscal 1995 was $8.1 million or 45 cents
per share as compared with $5.0 million or 28 cents per share for the same
period of the prior fiscal year.
Third Quarter Fiscal Year 1995 Compared to Third Quarter Fiscal Year 1994
Sales during the third quarter of fiscal 1995 were $210.8 million, compared to
$221.7 million in the same period of fiscal 1994 due primarily to reduced sales
on government programs. Commercial sales aggregated 90% and government sales
10% of the Company's total sales in
Page 8 of 15
<PAGE>
the third quarter of fiscal year 1995 compared to 83% commercial and 17%
government for the comparable period of the prior year.
The Company reported operating income of $16.8 million, an operating margin of
8.0% for the third quarter of fiscal 1995 compared to $6.2 million, an operating
margin of 2.8%, for the same period of the prior fiscal year. Operating income
in the third quarter of fiscal 1995 increased compared to operating income
before unusual items from the third quarter of fiscal 1994 due to improved
results on some programs, initial deliveries on the MD90 program, and the
Company's continuing cost cutting efforts. Operating income in third quarter of
fiscal 1994 was reduced by unusual items aggregating $7.9 million, representing
the write-off of unamortized pension past service costs related to the
downsizing of employment levels, net of a gain on the sale of the Auburn,
Washington facility. General and administrative expenses declined $1.2 million
from $7.3 million in the third quarter of fiscal 1994 to $6.1 million in the
third quarter of fiscal 1995.
Net interest expense was $12.1 million for the third quarter of fiscal 1995
compared to $11.0 million for the third quarter of fiscal 1994. The increase of
$1.1 million was due primarily to the Company's new long-term debt.
Net income from continuing operations for the third quarter of fiscal 1995 was
$2.6 million or 14 cents per share compared to a net loss from continuing
operations of $3.0 million or 16 cents loss per share for the third quarter of
fiscal 1994.
Net income for the third quarter of fiscal 1995 was $2.7 million or 15 cents per
share compared to a net loss of $2.7 million or 15 cents loss per share for the
same period of the prior fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
At April 30, 1995, the Company had $77.3 million of cash and cash equivalents
and had a $110 million revolving credit agreement with no amounts outstanding.
The total amount available under the credit agreement is reduced by a $16.9
million letter of credit.
Net cash used in operating activities for the first nine months of fiscal 1995
was $14.7 million compared to net cash provided by operating activities of $57.1
million for the first nine months of the prior fiscal year. Fiscal 1995 use of
cash included a $36 million contribution to the Company's pension plans compared
to a $4.9 million contribution for the same period in the prior year. Net cash
provided by operating activities in the third quarter of fiscal 1995 totaled
$16.2 million, whereas net cash of $30.9 million was used in operating
activities for the first six months
Page 9 of 15
<PAGE>
of fiscal 1995. Net cash provided by operations is subject to significant
variations from period to period.
The Company's total financings (balance sheet debt plus off-balance sheet
financings) aggregated $638.0 million at April 30, 1995, a decrease of $33.1
million from July 31, 1994. During the second quarter of fiscal 1995, the
Company restructured a major sale leaseback agreement, reducing the size of this
financing by approximately $22 million, and in the third quarter, made a
scheduled payment of $12.5 million on its 9.35% Senior Notes.
The Company is a party to a $40.0 million accounts receivable facility, treated
as an off-balance sheet financing, under which it sells receivables from
specified customers on an ongoing basis. Due to the slowdown in the aerospace
industry, the amount of outstanding receivables from these customers falls from
time to time below levels required to support the facility. As a result, the
Company has deposited cash collateral when necessary to support the facility and
has withdrawn cash when it is no longer required to be deposited. At April 30,
1995, $3.5 million of cash collateral was on deposit.
The Company's net inventory increased from $363.2 million at July 31, 1994 to
$378.7 million at April 30, 1995. Inventory has increased primarily due to the
startup of the MD-90 program, change activity on the A340 program, and
investment in cost reduction efforts on the PW4000 program. Unliquidated
progress payments have declined due primarily to the phase-out of the Titan
program.
The Company's firm backlog, which includes the sales price of all undelivered
units covered by customers' orders for which the Company has production
authorization, was approximately $0.9 billion at April 30, 1995, compared to
$1.2 billion at July 31, 1994. Approximately $0.2 billion of the $0.9 billion
backlog is expected to be delivered in the remainder of fiscal 1995. (Sales
during any period includes sales which were not part of backlog at the end of
the prior period.) Customer orders in firm backlog are subject to rescheduling
and/or termination for customer convenience; however, in certain cases the
Company is entitled to an equitable adjustment in contract amounts. The Company
has an additional $3.0 billion in anticipated backlog, which represents the
sales price of units which the Company expects that its customers will order
under existing contracts and the Company will deliver within seven years.
Page 10 of 15
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The French subsidiary of the Company was successful in its appeal before the
Tribunal de Grand Instance de Toulouse, France, the Superior Court. This
verdict reversed an unfavorable result in litigation previously filed against it
in the Counseil des Prud-hommes in Toulouse, France and reported in the
Company's Form 10-Q for the second quarter of its 1995 fiscal year. The action
was brought by employees asking that they be restored to their employment, which
had been terminated a year earlier due to reduced workload at the plant. The
decision of the Superior Court is subject to further appeal.
Page 11 of 15
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Index to Exhibits:
*11.1 Calculation of Primary Net Income Per Share of Common Stock.
*11.2 Calculation of Fully Diluted Net Income Per Share of Common
Stock.
*27. Financial Data Schedule. (Filed with EDGAR filing only.)
(b) Reports on Form 8-K:
A report on Form 8-K, dated April 27, 1995, was filed on April 28,
1995, by the Company under Item 5, "Other Events" discussing an
anticipated reduction in the Company's sales from its 1996 fiscal year
ending July 31, 1996.
(c) Exhibits required by Item 601 of Regulation S-K:
See subparagraph (a) above.
(d) Financial Statements required by Regulation S-X:
See subparagraphs (a) and (b) above.
___________________________
*Exhibits filed with this report.
Page 12 of 15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
ROHR, INC.
May 26, 1995 By:/S/ L. A. CHAPMAN
-----------------------------------
L. A. Chapman
Senior Vice President, Chief Financial
Officer and Treasurer
May 26, 1995 By:/S/ A. L. MAJORS
-----------------------
A. L. Majors
Vice President and Controller
(Chief Accounting Officer)
Page 13 of 15
<PAGE>
EXHIBIT 11.1
ROHR, INC. AND SUBSIDIARIES
---------------------------
CALCULATION OF PRIMARY NET INCOME PER SHARE
-------------------------------------------
OF COMMON STOCK
---------------
(in thousands except for share data)
------------------------------------
<TABLE>
<CAPTION>
THIRD QUARTER ENDED NINE MONTHS ENDED
--------------------- ----------------------
APRIL 30, MAY 1, APRIL 30, MAY 1,
1995 1994 1995 1994
---------- --------- ------------ --------
<S> <C> <C> <C> <C>
Net income (loss) from continuing
operations $ 2,573 $(2,953) $ 7,194 $ 4,149
Income from discontinued operations,
net of taxes 87 266 922 899
------- ------- ------- -------
Net income (loss) applicable to primary
earnings per common share $ 2,660 $(2,687) $ 8,116 $ 5,048
======= ======= ======= =======
Common stock and common stock
equivalents:
Average shares of common stock
outstanding during the period 18,057 18,015 18,054 18,012
Net effect of common stock equivalents
(principally stock options and rights) 141 48 87 29
------- ------- ------- -------
Total common stock and common stock
equivalents 18,198 18,063 18,141 18,041
======= ======= ======= =======
Net income (loss) per average share of
common stock:
Net income (loss) from continuing
operations $ 0.14 $ (0.16) $ 0.40 $ 0.23
Income from discontinued operations,
net of taxes 0.01 0.01 0.05 0.05
------- ------- ------- -------
Primary net income (loss) per share $ 0.15 $ (0.15) $ 0.45 $ 0.28
======= ======= ======= =======
</TABLE>
Page 14 of 15
<PAGE>
EXHIBIT 11.2
ROHR, INC. AND SUBSIDIARIES
---------------------------
CALCULATION OF FULLY DILUTED NET INCOME PER SHARE
-------------------------------------------------
OF COMMON STOCK - UNAUDITED
---------------------------
(in thousands except for share data)
------------------------------------
<TABLE>
<CAPTION>
THIRD QUARTER ENDED NINE MONTHS ENDED
-------------------- -------------------
APRIL 30, MAY 1, APRIL 30, MAY 1,
1995 1994 1995 1994
--------- -------- --------- -------
<S> <C> <C> <C> <C>
Net income (loss) from continuing
operations applicable to primary
earnings per common share $ 2,573 $(2,953) $ 7,194 $ 4,149
Add back interest and issue expense on
convertible debentures and notes,
net of tax adjustment 677 1,234 2,035 3,693
------- ------- ------- -------
Adjusted income (loss) from continuing
operations applicable to common
stock on a fully diluted basis 3,250 (1,719) 9,229 7,842
Income from discontinued operations,
net of taxes 87 266 922 899
------- ------- ------- -------
Net income (loss) applicable to
fully diluted earnings per share $ 3,337 $(1,453) $10,151 $ 8,741
======= ======= ======= =======
Average number of shares outstanding on
a fully diluted basis:
Shares used in calculating primary
earnings per share 18,198 18,063 18,141 18,041
Unexercised options 64 - 118 -
Shares issuable on conversion of
debentures and notes 5,555 2,674 5,555 2,674
------- ------- ------- -------
Average number of shares outstanding
on a fully diluted basis 23,817 20,737 23,814 20,715
======= ======= ======= =======
Fully diluted net income (loss) per
share from continuing operations $ 0.14 $ (0.08) $ 0.39 $ 0.38
Income from discontinued operations,
net of taxes - 0.01 0.04 0.04
------- ------- ------- -------
Fully diluted net income (loss) per
average common share $ 0.14 $ (0.07) $ 0.43 $ 0.42
======= ======= ======= =======
</TABLE>
Note:
The fully diluted earnings per share computations for the three months and nine
months ended April 30, 1995, exclude the assumed conversion of those securities
that result in improvement of earnings per share. The assumed conversion of the
Company's convertible debentures for the three months and nine months ended May
1, 1994, were antidilutive, hence primary earnings per share are presented for
these periods in the Company's Consolidated Statements of Earnings.
Page 15 of 15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND INCOME STATEMENT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUL-31-1995
<PERIOD-END> APR-30-1995
<CASH> 77,301
<SECURITIES> 0
<RECEIVABLES> 101,689
<ALLOWANCES> 0
<INVENTORY> 378,696
<CURRENT-ASSETS> 606,446
<PP&E> 521,208
<DEPRECIATION> (300,960)
<TOTAL-ASSETS> 1,014,535
<CURRENT-LIABILITIES> 178,759
<BONDS> 562,439
<COMMON> 18,058
0
0
<OTHER-SE> 137,299
<TOTAL-LIABILITY-AND-EQUITY> 1,014,535
<SALES> 0
<TOTAL-REVENUES> 622,689
<CGS> 0
<TOTAL-COSTS> 553,664
<OTHER-EXPENSES> 18,902
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 37,719
<INCOME-PRETAX> 12,404
<INCOME-TAX> 5,210
<INCOME-CONTINUING> 7,194
<DISCONTINUED> 922
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,116
<EPS-PRIMARY> 0.45
<EPS-DILUTED> 0.43
</TABLE>
