Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 88 621K
Business-Combination Transaction
2: EX-1 Purchase Agreement Dated July 10, 1998 31 121K
3: EX-4.(C) 4th Amendment to Loan Documents, Dated as of April 12 44K
28, 1998
4: EX-4.(F) Registration Rights Agreement Dated July 15, 1998 24 82K
5: EX-12 Statement Re Computation of Ratios 2± 13K
6: EX-21 Significant Subsidiaries of the Registrant 1 6K
7: EX-23.(A) Consent of Arthur Andersen, LLP 1 6K
8: EX-25 Statement of Eligibility of Trustee 27 93K
9: EX-27 Financial Data Schedule 2 7K
10: EX-99.(A) Form of Letter of Transmittal 22 76K
11: EX-99.(B) Form of Notice of Guaranteed Delivery 5 14K
EX-12 — Statement Re Computation of Ratios
EXHIBIT 12
REPUBLIC GROUP INCORPORATED
COMPUTATION OF RATIOS
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Nine Months
Year Ended June 30, Ended March 31,
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(dollars in thousands) 1993 1994 1995 1996 1997 1997 1998
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Ratio of earnings to fixed charges:
Fixed Charges:
Interest expense $ 10 $ 22 $ 7 $ 1,937 $ 1,476 $ 1,175 $ 2
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Total fixed charges 10 22 7 1,937 1,476 1,175 2
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Income before income taxes 4,450 12,436 19,158 23,974 31,141 23,016 20,206
Fixed charges 10 22 7 1,937 1,476 1,175 2
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Earnings, as defined (1) 4,460 12,458 19,165 25,911 32,617 24,191 20,208
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Ratio of earnings to fixed charges (1) N/A N/A N/A 13:1 22:1 21:1 N/A
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Pro forma ratios: (2)
Pro forma fixed charges:
Pro forma interest expense 10,976 7,127
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Total pro forma fixed charges 10,976 7,127
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Pro forma income before income taxes 21,641 13,081
Pro forma fixed charges 10,976 7,127
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Pro forma earnings, as defined (1) (2) 32,617 20,208
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Pro forma ratio of earnings to fixed charges (2) 3.0:1 2.8:1
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Pro forma ratio of EBITDA to interest expense: (2) (3)
Pro forma income before income taxes 21,641 13,081
Pro forma interest expense 10,976 7,127
Depreciation and amortization 7,080 5,593
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EBITDA 39,697 25,801
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Pro forma interest expense 10,976 7,127
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Pro forma ratio of EBITDA to interest expense (2) 3.6:1 3.6:1
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Notes
(1) Earnings, for the purpose of calculating the ratio of earnings to fixed
charges, is defined as earnings before income taxes and fixed charges. The
ratio of earnings to fixed charges is not meaningful for the years ended
June 30, 1993, 1994 and 1995, and for the nine months ended March 31, 1998,
due to the insignificance of interest expense in such periods.
(2) The pro forma ratios presented above have been adjusted to give effect to
the issuance and sale of the Notes at a rate of 9 1/2% and the related
interest expense (including capitalized interest) as if the Notes were
issued and sold at the beginning of the period. The Company expects to
borrow a significant amount of the $85 million available to it under the
New Credit Facility in order to fund the construction of the Lawton Mill,
which would significantly increase the Company's interest expense. However,
neither ratio has been adjusted to give effect to any interest expense
related to such borrowings or to any increase in earnings that the Company
may realize as a result of the upgrade to the Duke Plant or from the
operation of the Lawton Mill.
(3) EBITDA is defined as earnings before income taxes, interest expense,
depreciation and amortization.
Dates Referenced Herein and Documents Incorporated by Reference
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