<PAGE>
FY98: FIRST 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 NOVEMBER 2, 1997
COMMISSION FILE NUMBER 1-6101
ROHR, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-1607455
(State of other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
850 LAGOON DRIVE, CHULA VISTA, CALIFORNIA 91910-2098
(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 NOVEMBER 28, 1997, THERE WERE 25,788,410 SHARES OF THE REGISTRANT'S COMMON
STOCK OUTSTANDING.
================================================================================
================================================================================
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
ROHR, INC. AND SUBSIDIARIES
---------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
(IN THOUSANDS EXCEPT FOR SHARE DATA)
------------------------------------
NOV. 2, JULY 31,
1997 1997
----------- ---------
(UNAUDITED)
<S> <C> <C>
ASSETS
- -------
CASH AND CASH EQUIVALENTS $ 41,325 $ 31,881
SHORT-TERM INVESTMENTS 6,070 11,190
ACCOUNTS RECEIVABLE 162,184 161,275
INVENTORIES:
WORK-IN-PROCESS 272,468 264,356
RAW MATERIALS, PURCHASED PARTS, AND SUPPLIES 20,702 22,909
LESS CUSTOMERS' PROGRESS PAYMENTS AND ADVANCES (32,890) (60,066)
-------- --------
INVENTORIES - NET 260,280 227,199
DEFERRED TAX ASSET 45,998 45,998
PREPAID EXPENSES AND OTHER CURRENT ASSETS 10,949 12,315
-------- --------
TOTAL CURRENT ASSETS 526,806 489,858
PROPERTY, PLANT, AND EQUIPMENT - NET 189,233 188,764
DEFERRED TAX ASSET 84,358 84,358
PREPAID PENSION COSTS 83,802 84,386
OTHER ASSETS 34,132 36,612
-------- --------
$918,331 $883,978
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
TRADE ACCOUNTS AND OTHER PAYABLES $163,795 $138,342
SALARIES, WAGES, AND BENEFITS 36,305 38,197
SHORT-TERM DEBT AND CURRENT PORTION OF LONG-TERM DEBT 18,621 12,928
-------- --------
TOTAL CURRENT LIABILITIES 218,721 189,467
LONG-TERM DEBT 405,387 411,467
PENSION AND POST-RETIREMENT OBLIGATIONS - LONG-TERM 21,587 20,449
OTHER OBLIGATIONS 16,355 16,315
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
PREFERRED STOCK, $1 PAR VALUE PER SHARE,
10 MILLION SHARES AUTHORIZED, NONE ISSUED - -
COMMON STOCK, $1 PAR VALUE PER SHARE,
AUTHORIZED 50,000,000 SHARES; ISSUED AND OUTSTANDING
25,675,153 AND 25,329,725 SHARES, RESPECTIVELY 25,675 25,330
ADDITIONAL PAID-IN CAPITAL 184,627 189,910
RETAINED EARNINGS 45,979 31,040
-------- --------
TOTAL SHAREHOLDERS' EQUITY 256,281 246,280
-------- --------
$918,331 $883,978
======== ========
</TABLE>
1
<PAGE>
ROHR, INC. AND SUBSIDIARIES
---------------------------
CONSOLIDATED STATEMENTS OF EARNINGS - UNAUDITED
-----------------------------------------------
(IN THOUSANDS EXCEPT FOR PER SHARE DATA)
----------------------------------------
<TABLE>
<CAPTION>
FIRST QUARTER ENDED
--------------------
NOV. 2, NOV. 3,
1997 1996
-------- ---------
<S> <C> <C>
SALES $277,663 $201,905
COSTS AND EXPENSES 236,728 172,621
GENERAL & ADMINISTRATIVE EXPENSES 7,077 7,447
-------- --------
OPERATING INCOME 33,858 21,837
INTEREST INCOME 833 1,458
INTEREST EXPENSE 9,829 11,946
-------- --------
INCOME BEFORE TAXES ON INCOME 24,862 11,349
TAXES ON INCOME 9,995 4,562
-------- --------
NET INCOME $ 14,867 $ 6,787
======== ========
NET INCOME PER AVERAGE
SHARE OF COMMON STOCK $ 0.55 $ 0.29
======== ========
FULLY DILUTED EARNINGS PER AVERAGE
SHARE OF COMMON STOCK $ 0.52 $ 0.28
======== ========
CASH DIVIDENDS PER SHARE
OF COMMON STOCK - -
WEIGHTED AVERAGE COMMON STOCK AND COMMON
STOCK EQUIVALENTS USED TO COMPUTE NET INCOME PER SHARE 26,868 23,434
======== ========
</TABLE>
2
<PAGE>
ROHR, INC. AND SUBSIDIARIES
---------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
-------------------------------------------------
(IN THOUSANDS)
--------------
<TABLE>
<CAPTION>
FIRST QUARTER ENDED
---------------------
NOV. 2, NOV. 3,
1997 1996
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES:
NET INCOME $ 14,867 $ 6,787
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 5,448 5,065
CHANGES DUE TO (INCREASE) DECREASE IN OPERATING ASSETS:
ACCOUNTS RECEIVABLE (909) (23,608)
INVENTORIES - NET (33,081) (35,619)
PREPAID EXPENSES AND OTHER ASSETS 2,273 2,850
CHANGES DUE TO INCREASE (DECREASE) IN OPERATING LIABILITIES:
ACCOUNTS PAYABLE AND OTHER LIABILITIES 15,518 19,274
PENSION AND POST-RETIREMENT OBLIGATIONS 1,723 (2,111)
TAXES ON INCOME AND DEFERRED TAXES 8,463 4,580
OTHER 2,422 (532)
-------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 16,724 (23,314)
-------- --------
INVESTING ACTIVITIES:
SALE (PURCHASE) OF SHORT-TERM INVESTMENTS - NET 5,120 (12,913)
PURCHASE OF PROPERTY, PLANT, AND EQUIPMENT (6,098) (3,343)
PROCEEDS FROM SALE OF AIRCRAFT LEASING SUBSIDIARY - 20,142
OTHER 297 337
-------- --------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (681) 4,223
-------- --------
FINANCING ACTIVITIES:
NET EQUITY TRANSACTION UNDER STOCK PLANS (6,368) -
REPAYMENT OF LONG-TERM BORROWINGS (347) (314)
CASH COLLATERAL FOR RECEIVABLE SALES PROGRAM - (10,000)
NET REPAYMENT OF SHORT-TERM DEBT - (2,665)
OTHER 116 1,087
-------- --------
NET CASH USED IN FINANCING ACTIVITIES (6,599) (11,892)
-------- --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 9,444 (30,983)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 31,881 88,403
-------- --------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 41,325 $ 57,420
======== ========
SUPPLEMENTAL INFORMATION:
CASH PAID FOR INTEREST, NET OF AMOUNTS CAPITALIZED $ 11,727 $ 14,222
CASH PAID FOR INCOME TAXES 1,885 37
ROHR COMMON STOCK CONTRIBUTION TO DEFINED BENEFIT PENSION PLANS - 48,000
</TABLE>
3
<PAGE>
ROHR, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
The consolidated balance sheet as of November 2, 1997, and statements of
earnings and cash flows for the first quarters ended November 2, 1997, and
November 3, 1996, 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 Form 10-K
for the year ended July 31, 1997.
PENDING MERGER WITH THE B. F. GOODRICH COMPANY
On September 22, 1997, the Company and The B.F. Goodrich Company ("BFGoodrich")
entered into a definitive agreement whereby Rohr will merge with BFGoodrich (the
"Merger") in a tax-free stock-for-stock transaction which is expected to be
accounted for as a pooling of interests. Under the terms of the transaction, the
Company's shareholders will receive 0.7 shares of BFGoodrich common stock for
each share of the Company's common stock. The transaction is subject to approval
by the shareholders of both Companies and Rohr and BF Goodrich have scheduled
shareholders' meetings on December 22, 1997. In regards to this Merger,
BFGoodrich has filed a form S-4 registration statement with the Securities and
Exchange Commission and joint proxy statements/prospectuses have been mailed to
the shareholders of both Companies.
ACQUISITION OF TOLO, INCORPORATED
On November 7, 1997, subsequent to the end of the first quarter, Rohr acquired
Tolo Incorporated ("Tolo"), a privately held company, for approximately $32.6
million in cash and deferred payments, which amount includes advances to Tolo
for debt extinguishment. Tolo is an aerospace engineering and manufacturing
company of approximately 220 employees, which produces a diverse product line
for military and commercial applications. Tolo's sales for its fiscal year
ending September 1997 were approximately $24 million.
4
<PAGE>
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.
In June 1989, a federal jury and a special master appointed by the federal court
found the State of California also liable for the cleanup costs. On November
30, 1993, the special master released his "Findings of Fact, Conclusions of Law
and Reporting Recommendations of the Special Master Regarding the State Share
Fact Finding Hearing." In it, he allocated liability between the State of
California and other parties. As this hearing did not involve the valuation of
future tasks and responsibilities, the order did not specify dollar amounts of
liability. The order, phrased in percentages of liability, recommended
allocating liability on the CERCLA claims as follows: 65 percent to the State
of California and 10 percent to the Stringfellow entities, leaving 25 percent to
the generator/counterclaimants (including the Company) and other users of the
site (or a maximum of up to 28 percent depending on the allocation of any
Stringfellow entity orphan share). On the state law claims, the special master
recommended a 95 percent share for the State of California, and 5 percent for
the Stringfellow entities, leaving 0 percent for the generator/counterclaimants.
This special master's finding was substantially approved by the federal judge
but that decision is subject to an appeal. The Company and the other generators
of wastes disposed at the Stringfellow site, which include numerous companies
with assets and equity significantly greater than the Company, are jointly and
severally liable for the share of cleanup costs for which the generators, as a
group, may ultimately be found to be responsible. Notwithstanding, CERCLA
liability is sometimes allocated among hazardous waste generators who used a
waste disposal site based on the volume of hazardous waste they disposed at the
site. 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 largest volume generator of wastes disposed at the Stringfellow
site has indicated it is significantly dependent on insurance to fund its share
of any cleanup costs, and that it is in litigation with certain of its insurers.
From inception to date, the Company has expended approximately $4.1
million on clean-up costs for this site. The Company also estimates that its
future clean-up expenditures for this site are likely to range from $5 million
to $8 million over and above the sums spent to date.
5
<PAGE>
The Company intends to continue to vigorously defend itself in the Stringfellow
matter. Based upon the information currently available to it, including the fact
that the Company has reached settlement agreements with its primary
comprehensive general liability insurers with respect to this matter and has
established reserves in connection with its expected future clean-up
liabilities, the Company believes that the ultimate resolution of this matter
will not have a material adverse effect on the financial position, liquidity or
results of operations of the Company.
On September 23, 1997 and October 1, 1997, lawsuits were filed in the California
Superior Court in San Diego, California, against the Company, the members of the
Company's Board of Directors and BFGoodrich, arising out of the Merger of the
two companies. Each of these lawsuits is a purported class action filed on
behalf of all Company shareholders, with Robert Schippers as named plaintiff in
the first case and A. Carl Helwig and The Rainbow Fund, Inc. as named plaintiffs
in the second case. Each lawsuit involves substantially identical allegations
that the Company and the Company's Board of Directors breached their fiduciary
duties to the Company's shareholders by entering into the Merger Agreement with
BFGoodrich on an allegedly "preferential" basis, without performing a market
check or open auction for the sale of the Company and without negotiations with
all potential bidders for the Company. On October 22, 1997, a similar action
was filed by Mary Jane Howard against the Company, certain of its directors,
BFGoodrich, and a BFGoodrich subsidiary in the Delaware Court of Chancery.
On October 6, 1997, a lawsuit was filed in the United States District Court for
the Southern District of California against the Company, Robert Rau, Wallace
Barnes, and Laurence Chapman. Mr. Rau is the President and Chief Executive
Officer and a director of the Company, Mr. Barnes is the non-executive Chairman
of the Board of the Company, and Mr. Chapman is the Chief Financial Officer of
the Company. This lawsuit, a purported class action on behalf of all persons
who sold the Company's common stock between September 15 and September 22, 1997
with Elysa Sher as named plaintiff. The suit alleges that the Company's press
release on September 15, 1997, announcing that recently disclosed merger
discussions with an unnamed third party had terminated, and related public
statements on behalf of the Company, were false and misleading for failing to
disclose that the proposal from the unnamed third party was still viable. It
alleges that Mr. Rau and other executives of the Company were considering and
actively pursuing the Merger and were attempting to obtain the necessary
approvals from the Company Board to proceed with the transaction.
6
<PAGE>
The Company believes that each of these lawsuits is without merit and will not
delay the Merger.
The Company is involved as plaintiff or defendant in various other legal and
regulatory actions and inquiries incident to its business, none of which are
believed by management to have a material adverse effect on the financial
position or results of operations of the Company.
Also see discussion on MD-95 program under "Management Discussion and Analysis -
Results of Operations."
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Management's analysis of operating results for the first quarters ended November
2, 1997, and November 3, 1996, is presented below. Material developments in the
Company's liquidity and capital resources since July 31, 1997, are also
presented. These discussions should be read in conjunction with the financial
statements and notes thereto 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, 1997.
RESULTS OF OPERATIONS
First Quarter Fiscal Year 1998 Compared to First Quarter Fiscal Year 1997
Sales for the first quarter of fiscal 1998 were $277.7 million, up 38 percent
from $201.9 million in the first quarter of fiscal 1997. The increased sales
resulted primarily from increased deliveries on most commercial programs.
The Company's operating income for the first quarter of fiscal 1998 was $33.9
million, an operating margin of 12.2 percent. Operating income for the same
period of the prior fiscal year was $21.8 million, an operating margin of 10.8
percent. Operating income has improved primarily due to the increase in sales.
Contributing to the increased operating margin was a decrease in general and
administrative expenses as a ratio to sales as well as improved manufacturing
efficiencies. The Company's margin varies from contract to contract, so the
sales mix in a given period can have a significant effect upon overall operating
margins.
7
<PAGE>
Net interest expense was $9.0 million for the first quarter of fiscal 1998
compared to $10.5 million for the first quarter of fiscal 1997. Interest
expense declined primarily as a result of the pre-payment of senior debt in the
fourth quarter of the prior fiscal year.
Net income for the first quarter of fiscal 1998, which benefited from the
factors described above, was $14.9 million or 55 cents per share. This compares
to net income of $6.8 million or 29 cents per share for the first quarter of
fiscal 1997.
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 $1.4 billion on November 2, 1997, compared to
$1.5 billion on July 31, 1997. Approximately $0.7 billion of the $1.4 billion
backlog is expected to be delivered in the remainder of fiscal 1998. (Sales
during any period include 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.
In August 1997, McDonnell Douglas Corporation merged with The Boeing Company
("Boeing") and on November 3, 1997, an announcement was made regarding product
strategy for the McDonnell Douglas aircraft. This announcement indicated that
production on the MD-90 program would end with existing orders in mid 1999.
This is in line with the Company's estimates used to recognize an $84.5 million
program loss during the prior fiscal year. Relative to the MD-95 program,
Boeing's announcement indicated that it was committed to build the 50 MD-95s
ordered by the launch customer AirTran (formerly ValuJet) with the first
delivery scheduled for mid 1999. The announcement stated that Boeing is excited
by the potential of the MD-95 as the newest and smallest member of the Boeing
family of airplanes and that Boeing was working with customers to determine
whether there is a market for a family of MD-95 derivatives. The MD-95 program
is currently under development and the Company has invested $60.0 million
through November 2, 1997, for design and development. The Company anticipates
spending approximately $15 million more for preproduction costs through mid
1999, the aircraft's scheduled Federal Aviation Administration ("FAA")
certification date. Most of this remaining $15 million of expenditures will
occur prior to the flight test program scheduled to commence in April 1998. If
the contract is canceled prior to FAA certification, the Company expects
substantial recovery of these costs. If the aircraft is certified and actively
marketed, the amount of these costs and initial production start-up costs
recovered by the Company will depend upon the number of aircraft delivered.
8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
On November 2, 1997, the Company had $47.4 million of cash, cash equivalents,
and short-term investments. Cash provided by operating activities during the
first quarter of fiscal 1998 totaled $16.7 million, compared to a use of cash of
$23.3 million in the same period of the prior fiscal year. Contributing to the
positive cash flow in the first quarter of fiscal 1998 was improved earnings and
a higher level of deliveries. This was partially offset by an increase in
working capital to support increased future deliveries. Net cash provided by
operations is subject to significant variations from period to period.
The Company's net inventory increased from $227.2 million on July 31, 1997, to
$260.3 million on November 2, 1997. The inventory increased due to an increase
in pre-production inventory on the MD-95 program as well as inventory needed to
meet accelerating deliveries on existing contracts.
The Company expects to increase its investment in inventory in connection with
the start-up of the MD-95 program and increased delivery rates on existing
contracts. Additionally, the Company continues to seek new business
opportunities which would require future investments. The Company believes the
Merger with BFGoodrich will provide financial resources to pursue these
opportunities.
The Company's total financings were $482.4 million on November 2, 1997, compared
to $483.5 million on July 31, 1997. Total financings include balance sheet
debt, $18.4 million of equipment leases, and a $40.0 million ongoing accounts
receivable sales program. In September 1997, the Company extended the accounts
receivable sales program to December 31, 1997.
Subsequent to the end of the first quarter, the Company acquired Tolo, Inc. for
$32.6 million, as discussed above, which included a deferred payment of $13.3
million.
In contemplation of the proposed Merger with BFGoodrich the Company ceased
efforts to implement a new credit agreement. Immediately following the Merger,
the Company will receive financing from BFGoodrich, which will be used to
refinance most of the Company's debt and provide additional future liquidity.
In addition, the Company intends to enter into uncommitted short-term credit
lines with one or more banks. In the event that the Merger does not occur, the
Company intends to enter into a new credit agreement promptly.
9
<PAGE>
The Company's $100 million 11.625% Senior Notes contain a covenant which would
be breached on the date of the Merger in that the Company would not be in
compliance with a minimum earnings to fixed charge ratio. This is due to the
operating loss recognized on the MD-90 contract in the prior fiscal year as
discussed in "Results of Operations." The Company has commenced a conditional
tender offer for all of the Senior Notes, together with an amendment to the
indenture eliminating most covenants. This conditional tender offer and the
amendment to the covenants are expected to become effective upon the Merger.
The Company has also sent notices to the holders of its 9.33% and 9.35% notes of
its intent to prepay, in mid December 1997, the remaining balance of these
notes. Promptly after the Merger, the Company intends to deposit monies in
trust accounts that will be used to redeem, in calendar 1998, its 9.25%
Subordinated Debentures, its 7% Convertible Debentures and its 7.75% Convertible
Notes. The Company estimates it will incur an aggregate charge of approximately
$25 million for debt extinguishment costs.
- --------------------------------------------------------------------------------
Forward-Looking Information is Subject to Risk and Uncertainty
This document contains forward-looking statements, as defined in the Private
Securities Litigation Reform Act of 1995, that involve risk and uncertainty. The
additional preproduction investment that the Company will make on the MD-95
program, and the timing of that investment, may differ from that projected in
the forward-looking statements if the cost of MD-95 product and tooling design,
tooling manufacturing and production planning exceeds the Company's estimates.
- --------------------------------------------------------------------------------
10
<PAGE>
PART II. OTHER INFORMATION
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 September 22, 1997, was filed on September
30, 1997, by the Company under Item 5, "Other Events," discussing (i)
that BFGoodrich and the Company signed a definitive agreement for the
Company to merge with BFGoodrich and (ii) the filing of a purported
class action lawsuit alleging that the Company and its board of
directors breached their fiduciary duties by entering into a
preferential sale of the Company to BFGoodrich.
___________________________
*Exhibits filed with this report.
11
<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.
December 2, 1997 By: /s/ L. A. CHAPMAN
----------------------------------
L. A. Chapman
Senior Vice President and
Chief Financial Officer
December 2, 1997 By: /s/ A. L. MAJORS
----------------------------------
A. L. Majors
Vice President and Controller
(Chief Accounting Officer)
12
<PAGE>
EXHIBIT 11.1
ROHR, INC. AND SUBSIDIARIES
---------------------------
CALCULATION OF PRIMARY NET INCOME PER SHARE
-------------------------------------------
OF COMMON STOCK
---------------
(IN THOUSANDS EXCEPT FOR PER SHARE DATA)
----------------------------------------
<TABLE>
<CAPTION>
FIRST QUARTER ENDED
-------------------
NOV. 2, NOV. 3,
1997 1996
-------- --------
<S> <C> <C>
Net income applicable to primary
earnings per common share $14,867 $ 6,787
======= =======
Common stock and common stock equivalents:
Average shares of common stock
outstanding during the period 25,469 22,500
Net effect of common stock equivalents
(principally stock options and warrants) 1,399 934
------- -------
Total common stock and common stock equivalents 26,868 23,434
======= =======
Primary net income per average share of common stock $ 0.55 $ 0.29
======= =======
</TABLE>
13
<PAGE>
EXHIBIT 11.2
ROHR, INC. AND SUBSIDIARIES
---------------------------
CALCULATION OF FULLY DILUTED NET INCOME PER SHARE
-------------------------------------------------
OF COMMON STOCK - UNAUDITED
---------------------------
(IN THOUSANDS EXCEPT FOR PER SHARE DATA)
----------------------------------------
<TABLE>
<CAPTION>
FIRST QUARTER ENDED
-------------------
NOV. 2, NOV. 3,
1997 1996
-------- --------
<S> <C> <C>
Net income applicable to primary earnings per
common share $14,867 $ 6,787
Add back interest and issue expense on
convertible debentures and notes - net of tax adjustment 1,457 250
------- -------
Net income applicable to fully diluted earnings per share $16,324 $ 7,037
======= =======
Average number of shares outstanding on a fully diluted basis:
Shares used in calculating primary earnings per share 26,868 23,434
Fully diluted options and awards 84 -
Shares issuable on conversion of debentures and notes 4,573 1,905
------- -------
Average number of shares outstanding on
a fully diluted basis 31,525 25,339
======= =======
Fully diluted net income per average common share $0.52 $0.28
======= =======
</TABLE>
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS 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> 3-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-END> NOV-2-1997
<CASH> 41,325
<SECURITIES> 6,070
<RECEIVABLES> 162,184
<ALLOWANCES> 0
<INVENTORY> 260,280
<CURRENT-ASSETS> 526,806
<PP&E> 530,300
<DEPRECIATION> (341,067)
<TOTAL-ASSETS> 918,331
<CURRENT-LIABILITIES> 218,721
<BONDS> 405,387
0
0
<COMMON> 25,675
<OTHER-SE> 230,606
<TOTAL-LIABILITY-AND-EQUITY> 918,331
<SALES> 0
<TOTAL-REVENUES> 277,663
<CGS> 0
<TOTAL-COSTS> 236,728
<OTHER-EXPENSES> 7,077
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,996
<INCOME-PRETAX> 24,862
<INCOME-TAX> 9,995
<INCOME-CONTINUING> 14,867
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,867
<EPS-PRIMARY> 0.55
<EPS-DILUTED> 0.52
</TABLE>
