Indicate by check mark whether 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 at least the past 90 days.

[X] Yes

[ ] No

BMC Industries, Inc. has outstanding 27,035,325 shares of common stock as of May 13, 2002. There is no other class of stock outstanding.

Exhibit Index Begins at Page 13

PART I: FINANCIAL INFORMATION

Item 1: Financial Statements

BMC INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

		(Unaudited)
		March 31			December 31
ASSETS		2002			2001

Current assets
Cash and cash equivalents	$	1,434		$	1,941
Trade accounts receivable, net		38,795			35,024
Inventories		62,599			71,634
Deferred income taxes		10,333			10,250
Other current assets		6,570			4,197
Total current assets		119,731			123,046

Property, plant and equipment		280,950			281,916
Less accumulated depreciation		154,127			150,375
Property, plant and equipment, net		126,823			131,541
Deferred income taxes		3,683			7,166
Intangible assets, net		9,079			62,069
Other assets		7,860			7,924

Total assets	$	267,176		$	331,746

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Short-term borrowings	$	786		$	854
Accounts payable		21,934			19,707
Income taxes payable		8,638			7,532
Accrued expenses and other liabilities		25,358			24,700
Total current liabilities		56,716			52,793

Long-term debt		127,756			141,314
Other liabilities		19,529			19,526
Deferred income taxes		1,451			1,602

Stockholders' equity
Common stock		46,828			46,786
Retained earnings		27,026			81,979
Accumulated other comprehensive loss		(12,056	)		(12,180	)
Other		(74	)		(74	)
Total stockholders' equity		61,724			116,511

Total liabilities and stockholders' equity	$	267,176		$	331,746

See accompanying Notes to Condensed Consolidated Financial Statements.

BMC INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(in thousands, except per share amounts)

	Three Months Ended
	March 31
		2002			2001
Revenues	$	68,626		$	85,760
Cost of products sold		63,333			74,304
Gross margin		5,293			11,456
Selling expense		3,598			4,862
Administrative expense		1,355			1,338
Non-recurring charges		2,800			-
Income (loss) from operations		(2,460	)		5,256
Other income (expense)
Interest expense		(2,632	)		(3,041	)
Interest income		47			56
Other income		3,742			783
Earnings (loss) before income taxes		(1,303	)		3,054
Income tax expense		878			1,008
Earnings (loss) before income taxes and accounting change		(2,181	)		2,046
Cumulative effective of change in accounting principle		52,704			-

Net earnings (loss)	$	(54,885	)	$	2,046


Basic and diluted earnings (loss) per share:
Before cumulative effect of change in accounting principle	$	(0.08	)	$	0.07
Cumulative effect of change in accounting principle		(1.96	)		-
Net earnings (loss)	$	(2.04	)	$	0.07

Number of shares included in per share computation:
Basic		26,912			27,398
Diluted		26,912			27,633

Dividends declared per share	$	0.0025		$	0.015

See accompanying Notes to Condensed Consolidated Financial Statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)

	Three Months Ended
	March 31
		2002			2001
Net Cash Provided by (Used in) Operating Activities
Net earnings (loss)	$	(54,885	)	$	2,046
Depreciation and amortization		5,574			5,973
Gain on sale of assets		(3,429	)		-
Deferred income taxes		3,259			1,622
Accounting change - goodwill write-down		52,704			-
Changes in operating assets and liabilities		7,767			(13,735	)
Total		10,990			(4,094	)

Net Cash Provided by (Used in) Investing Activities
Additions to property, plant and equipment		(1,527	)		(3,452	)
Proceeds from sale of assets		3,685			-
Total		2,158			(3,452	)

Net Cash Provided by (Used in) Financing Activities
Decrease in short-term borrowings		(62	)		(8	)
Increase (decrease) in long-term debt		(13,558	)		6,520
Cash dividends paid		(68	)		(411	)
Other		42			137
Total		(13,646	)		6,238

Effect of exchange rate changes on cash and cash equivalents		(9	)		(33	)

Net decrease in cash and cash equivalents		(507	)		(1,341	)
Cash and cash equivalents at beginning of period		1,941			2,290

Cash and cash equivalents at end of period	$	1,434		$	949

See accompanying Notes to Condensed Consolidated Financial Statements.

BMC INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except per share amounts)

1. Financial Statements

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of the Company as of March 31, 2002, and the results of operations and the cash flows for the three month period ended March 31, 2002 and 2001. Such adjustments are of a normal recurring nature. The results of operations for the three-month period ended March 31, 2002 are not necessarily indicative of the results to be expected for the full year. The balance sheet as of December 31, 2001 is derived from the audited balance sheet as of that date. For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2001.

2. Restructuring

In February 2002, the Company announced its plans to close the Optical Products group's Azusa, California facility, sell the buildings and consolidate the operations into the Company's existing plants in Ramsey, Minnesota and Jakarta, Indonesia. The total restructuring related costs recorded for the quarter ended March 31, 2002 were $2,800. The following table details the restructuring reserve charges and account balance for the quarter.

Severance & Related Costs

Property, Plant & Equipment

Contractual Obligations and Other

Total

Charged to operations and balance at
March 31, 2002

426

1,517

857

2,800

In fourth quarter 2001, the Company announced restructuring initiatives in both of its business groups. These restructuring initiatives resulted in the recording of total pre-tax restructuring related charges of $12,165. The charges included $6,218 classified as restructuring, with $1,180 utilized in 2001, and $5,947 of inventory and other asset write-downs classified as cost of sales. Through March 31, 2002, the Company has utilized $135 of the $5,038 restructuring reserve remaining at December 31, 2001, all of which is attributable to the Buckbee-Mears business segment. The Company anticipates that substantially all of the remaining restructuring reserve will be utilized by year-end 2002.

The activity of the restructuring reserve for first quarter 2002 was as follows:

		Severance and Related Costs			Contractual Obligations and Other		Total
Restructuring reserve, December 31, 2001		3,309			1,729		5,038
Utilized first quarter 2002		( 135	)		-		( 135	)
Restructuring reserve, March 31, 2002	$	3,174		$	1,729	$	4,903

The Company does not expect to record any additional restructuring charges related to the initiatives discussed above.

3. Goodwill and Other Intangible Assets

In July 2001, the FASB issued Statement of Financial Accounting Standard (SFAS) No. 142, Goodwill and Other Intangible Assets, which eliminated the systematic amortization of goodwill. The Company adopted SFAS No. 142, effective January 1, 2002 andceased amortization of its goodwill balances. However, intangible assets with finite lives will continue to be amortized over their estimated useful lives.

SFAS No. 142 also required the Company to complete an impairment review of its goodwill assets. During the first quarter 2002, the Company completed its transitional impairment test using a discounted cash flow model required by SFAS No. 142 and determined that the goodwill in its Optical Products segment was impaired. As such, the Company recorded as a cumulative effect of change in accounting principle a write-off of its goodwill balance in the amount of $52,704 on which the Company recognized no tax benefit. The remaining intangible assets recorded on the accompanying condensed consolidated balance sheet at March 31, 2002 include patent costs and other intangible assets with finite lives.

A reconciliation of reported net income (loss) adjusted to reflect the adoption of SFAS 142 as if it had been effective January 1, 2001 is provided below.

		Three Months Ended
			March 31, 2002			March 31, 2001
Reported net income (loss)	$		(54,885	)	$	2,046
Add-back adjustment for accounting change			52,704
Add-back goodwill amortization, net of tax			-			304
Adjusted net income (loss)	$		(2,181	)	$	2,350

Reported basic and diluted earnings (loss) per share	$	(2.04	)	$	0.07
Add-back adjustment for accounting change		1.96
Add-back goodwill amortization, net of tax		-			0.01
Adjusted earnings (loss) per share	$	(0.08	)	$	0.08

4. Inventories

	March 31, 2002		December 31, 2001
Raw materials	$	13,013		$	16,857
Work in process		5,020			7,445
Finished goods		44,566			47,332
	$	62,599		$	71,634

5. Derivative Financial Instruments

Derivative financial instruments are used by the Company to reduce foreign exchange and interest rate risks.

Interest Rate Swap Agreement - At various dates during 2001 and 2000, the Company entered into multiple interest rate swap agreements, which provide for the Company to swap a variable interest rate for fixed interest rates ranging from 6.7% to 7.1%. At March 31, 2002, $50,000 of these swaps remained outstanding with the swaps expiring in May and June 2003. At March 31, 2002, $2,096 of deferred net losses on the interest rate swap agreements were included in accumulated other comprehensive loss.

6. Comprehensive Income (Loss)

The components of comprehensive income (loss), net of related tax, for the three-month periods ended March 31, 2002 and 2001 are as follows:

		2002			2001
Net earnings	$	(54,885	)	$	2,046
Foreign currency translation adjustments		(611	)		(1,802	)
Gain (loss) on derivative instruments		735			(1,247	)
Comprehensive (loss) income	$	(54,761	)	$	(1,003	)

Foreign currency translation adjustment for 2002 is primarily due to the strengthening of the U.S. dollar against the Euro during the quarter ended March 31, 2002.

7. Segment Information

The Company has two business segments that manufacture and sell a variety of products: Buckbee-Mears and Optical Products (operating under the Vision-Ease trade name). Buckbee-Mears, made up of Mask Operations and Micro-Technology Operations, is a leading manufacturer of high-volume precision products for the entertainment, optical, high-tech, medical, defense and aerospace industries. Mask Operations produces aperture masks, which are critical components of color television picture tubes. Micro-Technology Operations is the leading producer of precision photo-etched metal and electroformed components that require fine features and tight tolerances. Optical Products designs, manufactures and distributes polycarbonate, glass and hard-resin plastic eyeglass lenses.

The following is a summary of certain financial information relating to the two segments:

Three Months Ended March 31

Buckbee-Mears

Optical Products

Consolidated

2002

2001

2002

2001

2002

2001

Revenues

$

35,547

$

51,230

$

33,079

$

34,530

$

68,626

$

85,760

Cost of products sold

33,105

45,186

30,228

29,118

63,333

74,304

Gross margin

2,442

6,044

2,851

5,412

5,293

11,456

Gross margin %

6.9

%

11.8

%

8.6

%

15.7

%

7.7

%

13.4

%

Selling expense

1,060

1,785

2,538

3,077

3,598

4,862

Non-recurring charges

-

2,800

2,800

Unallocated corporate

administration

-

-

-

-

1,355

1,338

Income from operations

$

1,382

$

4,259

$

(2,487

)

$

2,335

(2,460

)

5,256

Operating income %

3.9

%

8.3

%

(7.5

)%

6.8

%

(3.6

)%

6.1

%

Interest and other

income (expense), net

1,157

(2,202

)

Earnings (loss) before
income taxes and

accounting change

$

(1,303

)

$

3,054

8. Legal Matters

During the quarter ended March 31, 2002, the Company's Optical Products group fileda patent infringement lawsuit against Younger Mfg. Co., which operates under the name "Younger Optics", in the United States Court for the District of Minnesota. We are seeking an injunction prohibiting manufacture, use, sale or offer for sale of polycarbonate polarizing lenses and an unspecified amount of damages. No other material legal proceedings or environmental matters arose during the quarter and there were no material changes in the status of the legal proceedings or environmental matters described in the Company's Annual Report on Form 10-K for the year ended December 31, 2001.

BMC INDUSTRIES, INC.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Comparison of three months ended March 31, 2002 and 2001

Total revenues for the first quarter of 2002 of $68.6 million decreased by $17.2 million or 20% from the first quarter of 2001. Revenues of the Buckbee-Mears group for the first quarter decreased 31%, or $15.7 million, from $51.2 million in 2001 to $35.5 million in 2002. Sales of monitor masks decreased $9.3 million from first quarter 2001 as a result of the Company's migration out of the computer monitor mask market, which is expected to be completed by the end of the third quarter 2002. Total sales of entertainment masks decreased 20% from first quarter 2001. Sales of medium and large size entertainment masks (those 29" or smaller) decreased 28% over first quarter 2001as the group continued to experience a contracted market for television sets in North America, exacerbated by a draw down from inventory in the picture tube supply chain. The group also continues to experience television mask price reductions. This decline in sales was partially offset by an increase in sales of jumbo-size entertainment masks (those 30" and larger) in both North American and European markets. In first quarter 2002, Micro-Technology Operations continued to experience negative sales comparisons to first quarter 2001.

Revenues of the Optical Products group were $33.1 million in the first quarter of 2002, down 4% from the prior year quarter sales of $34.5 million. Sales of high-end products (defined as polycarbonate, progressive and polarizing sun lenses) decreased 3% in first quarter 2002 over first quarter 2001 and accounted for 66% of total Optical Products group revenue in first quarter 2002 compared to 65% in first quarter 2001. Overall high-end sales were down from last year, primarily due to sales declines in the SunSport® product line, which decreased 66% as a result of the group's decision to exit certain segments of this business. Value-added product sales, excluding SunSport®, were up 5% during first quarter 2002 compared to first quarter 2001.

Cost of products sold were 92.3% of net sales for the first quarter 2002, compared to 86.6% in the same period of 2001. Buckbee-Mears' gross margin percentage decreased from first quarter 2001 primarily due to unabsorbed costs related to the Micro-Technology lines in St. Paul and other unabsorbed costs in the Mask Operations as the Company completes its restructuring initiatives over the next few quarters. Buckbee-Mears also experienced price decreases in 2002 compared to the same quarter 2001. The Optical Products group's gross margin decreased primarily due to manufacturing variances in the quarter. The number of production starts was reduced by 13% at the Ramsey polycarbonate facility in first quarter 2002. This reduction in manufacturing activity disrupted production yields, negatively impacted overhead and labor absorption rates and increased overall domestic manufacturing costs. Management does not anticipate a recurrence of this situation in second quarter.

Selling expenses were $3.6 million or 5.2% of revenues and $4.9 million or 5.7% of revenues for the first quarter of 2002 and 2001, respectively. Expenses in both business units have decreased due to cost reduction efforts associated with the restructuring initiatives.

With a lower average debt balance in 2002, interest expense in the first quarter of 2002 decreased $0.4million from the prior year quarter.

The sale of the Optical Products group's Optifacts software unit, which was completed and announced mid-January 2002, produced a gain of approximately $3.5 million on a pre-tax basis.

The provision for income taxes was an expense of $0.9 million on a loss before accounting change of $1.3 million for the first quarter 2002. In first quarter 2002, the Company recorded an increase in its tax valuation reserve for foreign tax credits and NOL carryforwards, which resulted in additional tax expense for the quarter. In the first quarter of 2001, the provision for income taxes was 33% of pre-tax income. The tax rate is affected by the mix of domestic and foreign earnings.

RESTRUCTURING

In February 2002, the Company announced its plans to close the Optical Products group's Azusa, California facility. As a result, restructuring related costs of $2.8 million were recorded in first quarter 2002. The restructuring is discussed more fully in footnote 2.

GOODWILL AND OTHER INTANGIBLE ASSETS

Effective January 1, 2002, the Company adopted SFAS No. 142 and ceased amortization of goodwill balances. The Company also completed its transitional impairment test on goodwill and recorded a write-off of its goodwill balances in the amount of $52.7 million. The adoption of SFAS No. 142 is discussed more fully in footnote 3.

MARKET RISK

There were no significant changes in market risks from those disclosed in the Company's Form 10-K for the year ended December 31, 2001.

FOREIGN CURRENCY

A portion of the Company's operations consists of manufacturing and sales activities in foreign jurisdictions. The Company manufactures its products in the United States, Germany, Hungary and Indonesia and purchases products from Asian, as well as other foreign suppliers. The Company sells its products in the United States and into various foreign markets. The Company's sales are typically denominated in either the U.S. dollar or the European Union Euro. Buckbee-Mears also has an indirect exposure to the Japanese yen and the Korean won because its most significant competitors are Japanese and Korean. As a result, the Company's financial results could be significantly affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. In addition, sales of products overseas are affected by the value of the U.S. dollar relative to other currencies. Long-term strengthening of the U.S. dollar may have an adverse effect on these sales and competitive conditions in the Company's markets and may limit the Company's ability to increase product pricing in times of adverse currency movements.

To manage the volatility relating to these exposures, the Company will utilize various derivative instruments, including foreign currency forward-exchange contracts and cross-currency swaps, when considered necessary. The Company has no foreign currency forward-exchange contracts or cross-currency swaps outstanding as of March 31, 2002.

INTEREST RATE SWAPS

At various dates during 2001 and 2000, the Company entered into multiple interest rate swap agreements which provide for the Company to swap a variable interest rate for fixed interest rates ranging from 6.7% to 7.1%. At March 31, 2002, $50 million of these swaps remained outstanding with the swaps expiring in May and June 2003. These swaps are discussed more fully in footnote 5.

FINANCIAL POSITION AND LIQUIDITY

Debt decreased $13.6 million during the first three months of 2002due to cash generated from operations, working capital management and disposal of non-strategic assets. Working capital decreased to $63.0 million at March 31, 2002 compared to $70.3 million at December 31, 2001 due to the working capital management referred to above and to the restructuring initiatives implemented in fourth quarter 2001 and in 2002. The current ratio was 2.1 and 2.3 at March 31, 2002and December 31, 2001, respectively. The ratio of debt to capitalization was 68% at March 31, 2002 compared to 55% at December 31, 2001. The increase in debt to capitalization was due to the reduction in equity related to the goodwill accounting change recorded upon adoption of SFAS No. 142.

There were no significant changes in the Company's credit facilities during the quarter ended March 31, 2002. The Company was in compliance with all covenants related to credit facilities at March 31, 2002. The Company's domestic credit agreement, which has an aggregate commitment of $185 million, expires in May 2003. The Company is pursuing an extension of the terms of its current credit agreement and expects that its financing requirements will be met for the next 12 months and beyond. There is no assurance that the credit agreement will be extended or that alternative financing terms will be available, or if available will be on terms comparable to those in the current agreement.

ENVIRONMENTAL

There were no material changes in the status of the legal proceedings and environmental matters described in the Company's Annual Report on Form 10-K for the year ended December 31, 2001.

CAUTIONARY STATEMENTS

Certain statements included in this Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Form 10-Q by the Company or its representatives, as well as other communications, including reports to shareholders, news releases and presentations to securities analysts or investors, contain forward-looking statements made in good faith by the Company pursuant to the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements relate to non-historical information and include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements. The Company wishes to caution the reader not to place undue reliance on any such forward-looking statements, which reflect our opinion as of the date of this Form 10-Q. These statements are not guarantees of future performance and are subject to certain risks and uncertainties that could cause actual results to differ materially from those presently anticipated or projected and include, among others, ability to extend credit terms or arrange alternative financing; ability to manage working capital and align costs with market conditions; continued imbalance in supply and demand for computer monitor masks; further aperture mask price declines; slowdown in growth of high-end lens products; rising raw material costs; ability to improve operating and manufacturing efficiencies through consolidation of facilities; ability to qualify new products with customers; consumer demand for direct-view high-definition television and digital receivers; competition with alternative technologies and products, including laser surgery for the correction of visual impairment and LCD, plasma, projection and other types of visual displays; ability to source plastic lens product requirement from third parties; ability to gain market share of polycarbonate products both domestically and abroad, including growth in European sales through the operation of processing laboratories; new product development, introduction and acceptance; cost reduction and reorganization efforts; continued slowdown in growth for Micro-Technology products; ability to restructure the Micro-Technology Operations, transfer productionand diversify its customer and product base; the effect of regional or global economic slowdowns; the impact of domestic or global terrorism on consumer spending choices; adjustments to inventory valuations; liability and other claims asserted against BMC; negative foreign currency fluctuations; and ability to recruit and retain key personnel. Certain of these and other risks and uncertainties are more particularly described in "Item 1 - Business" of the Company's Form 10-K for the year ended December 31, 2001, which in some cases have affected and in the future could adversely affect the Company's actual results and could cause the Company's actual financial performance to differ materially from that expressed in any forward-looking statement. These factors should not, however, be considered an exhaustive list. The Company does not undertake the responsibility to update any forward-looking statement that may be made from time to time by or on behalf of the Company.

Item 3. Quantitative and Qualitative Disclosure About Market Risk.

See "Management's Discussion and Analysis of Financial Condition and Results of Operations" on page 9.

Part II: OTHER INFORMATION

Item 1.	Legal Proceedings

	With regard to legal proceedings and certain environmental matters, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 8 of the "Notes to Condensed Consolidated Financial Statements".

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

	(a)	Exhibits

		10.1	Amendment to Executive Employment Agreement between BMC Industries, Inc. and Paul B. Burke, dated April 10, 2002 (filed herein).

		99.1	News Release, dated May 10, 2002, announcing quarterly dividend (filed herein).

		99.2	News Release, dated May 2, 2002, announcing Vision-Ease Lens, Inc. files patent infringement lawsuit against Younger Optics (filed herein).

		99.3	News Release, dated April 30, 2002, announcing the first quarter 2002 operating results (filed herein).

		99.4	News Release, dated April 16, 2002, announcing BMC Industries to report first quarter 2002 results and host conference call on Tuesday, April 30, 2002 (filed herein).

		99.5	News Release, dated March 27, 2002, announcing BMC hires new controller (filed herein).

	(b)	Reports on Form 8-K

		The Company did not file any reports on Form 8-K for the quarter ended March 31, 2002.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	BMC INDUSTRIES, INC.


	/s/Curtis E. Petersen
	Curtis E. Petersen
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer)


	/s/Richard G. Faber
	Richard G. Faber
	Corporate Controller (Principal Accounting Officer)

Dated: May 15, 2002

EX-10.1 2 exhibit_10-1.htm Document

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this "Amendment") is entered into this 10th day of April, 2002 (the "Amendment Date") by and between BMC Industries, Inc. (the "Company") and Paul B. Burke ("Executive") with respect to that certain Executive Employment Agreement dated January 1, 1999 (the "Agreement"). In consideration of the parties' respective undertakings and covenants herein and in the Agreement, and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each party), the Company and Executive hereby agree as follows:

1. Definitions, References, etc. Unless otherwise defined herein, each capitalized term used herein shall have the meaning (if any) provided therefor in the Agreement. Unless otherwise specified herein, each provision hereof shall take effect on the Amendment Date. In the case of any inconsistency between this Amendment and the Agreement, this Amendment shall govern.

2. Duties. In addition to the duties stated in the Agreement, Executive's duties also include identifying and recruiting qualified candidates to succeed Executive as chief executive officer of the Company (subject in each case to approval by the Board). Executive and the Company acknowledge the possibility that the Company may hire a chief executive officer for each of its two principal operating units, that the two so hired may jointly act as chief executive officer of the Company, and that the Company's doing so (with approval of the Board) will constitute completion of Executive's additional duties under this paragraph 2. The date on which such successor (or, if two are hired, the second of them) commences work at the Company as chief executive officer shall be the "Succession Date." If the Succession Date is before December 31, 2002, then Executive shall, on the Succession Date, (a) resign from all positions as an officer and a director of the Company and (b) become an advisor to the Company for the period from the Succession Date through December 31, 2002. During such period, Executive's duties shall consist solely of advising the Board and officers of the Company, and he shall devote to such duties such time and attention as the Board may request from time to time, but shall not be required to devote time exceeding 25% of a full-time executive position.

3. Termination. Unless terminated earlier, the Agreement (and all of Executive's service) shall terminate on December 31, 2002 (and the automatic extension under Section 4(a) of the Agreement is hereby deleted). Such termination shall be a termination under Section 4(b)(iii) of the Agreement, and this Amendment is the "mutual agreement in writing" referred to therein.

4. Compensation and Benefits.

(a) Salary and Benefits. During the period from the Amendment Date through December 31, 2002 (or, if Executive resigns from his advisor position before December 31, 2002, then through the date of resignation), the Company shall continue to pay and provide to Executive the same salary and benefits as in effect immediately before the Amendment Date (except that any changes to benefit plans that apply to management employees of the Company in general shall also apply to Executive).

(b) Bonus for 2002. Executive's bonus for 2002 shall be determined on the same basis as that by which his bonus was determined for 2001 (provided, however, that such bonus for 2002 shall not be withheld or otherwise reduced solely because Executive is no longer employed by the Company when bonuses for 2002 are paid). If Executive resigns from his advisor position before December 31, 2002, then such bonus for 2002 shall be pro-rated through the date of resignation.

(c) Stock Bonus Award. If the Succession Date is before December 31, 2002, then the Company shall award to Executive, within 10 days after the Succession Date, a Stock Bonus (as defined in the Company's Restated and Amended 1994 Stock Incentive Plan) consisting of so many shares of common stock of the Company ("Common Stock") as equals $50,000 divided by the average of the high and low publicly reported prices of Common Stock on the fifth trading day after the Succession Date.

(d) Stock Option. The Company shall grant to Executive a non-statutory stock option to purchase 150,000 shares of Common Stock at an exercise price equal to 100% of the Fair Market Value of Common Stock on the date of such grant (and the Company shall grant such option to Executive at the time when the Company grants to its management employees known as the "Leadership Group" the options or other equity interests for 2002 now under consideration by the Board). Such option shall be subject to and represented by an agreement in form and substance customarily entered into for granting of non-statutory stock options by the Company, shall include the requirement that such option shall vest on the Succession Date (unless Executive has previously voluntarily terminated his employment, in which case such option shall terminate without vesting), and shall establish December 31, 2005, as the last date on which such option may be exercised.

(e) COBRA. If and to the extent that Executive elects to continue medical-expense coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and would, in the absence of this paragraph, have an obligation to pay any amount to the Company for such continued coverage, such obligation is hereby waived by the Company for any amount payable for the period beginning on the Termination Date and ending on the earlier of (i) the end of the 18-month period specified by COBRA or (ii) such date on which Executive and his dependants begin to receive medical-expense coverage under a plan of another employer (after satisfaction of any requirements for a waiting period or pre-existing conditions).

5. Extension of Certain Options. Reference is hereby made to certain options heretofore granted to Executive and identified below by date of grant. For each such option, Executive and the Company hereby acknowledge and agree that

(a) the number of shares for which such option is now exercisable is that stated below under "Shares Exercisable" (and such option is not, and will not become, exercisable for any other shares); and

(b) such option (and the Stock Option Agreement heretofore signed by the Company and Executive that governs such option) is hereby amended so that the last date on which such option may be exercised is that set forth below under "Last Exercise Date" (and, unless previously exercised, such option shall expire and cease to be exercisable at the close of business on the Last Exercise Date).

Date of Grant Shares Exercisable Last Exercise Date

           December 10, 1993                        160,000                                         December 9, 2003
           February 18, 1999                          300,000                                         December 31, 2005
           February 14, 2001                          150,000                                        December 21, 2005

6. Supplemental Pension.

(a) Benefit. If the Succession Date is on or before December 31, 2002 and Executive completes his other obligations under the Agreement and this Amendment, then the Company shall pay to Executive a retirement benefit of $7,917 per month, commencing on the first day of the month immediately following that which includes Executive's 60^th birthday (and such first day shall be the "First Payment Date"). "Benefit" means amounts payable under this paragraph (a).

(b) Survivor. The individual to whom the Executive is married on the Amendment Date is his "Current Spouse." If Executive dies before payment of any Benefit and his Current Spouse survives until the First Payment Date, then the Company shall pay the Benefit to his Current Spouse, commencing on the First Payment Date. If Executive dies after the first payment of a Benefit and his Current Spouse survives Executive, then the Company shall continue to pay the Benefit to his Current Spouse for the balance of her life.

(c) Incapacity. If any person entitled to receive any Benefit shall be physically, mentally or legally incapable of receiving such Benefit or acknowledging receipt thereof, and no legal representative has been appointed for such person, the Company may (but shall not be required to) cause such Benefit to be paid to the institution having custody of such person, or to such person's spouse, children, parents or other relatives by blood or marriage or any other person determined by the Company to be responsible for such person (each a "Responsible Recipient"). The Company's good-faith payment of a Benefit based on its actual knowledge of the incapacity of such person and the existence of any Responsible Recipient shall be conclusive and binding on all persons, and such payment shall completely discharge the Company's obligation to pay such Benefit.

(d) Nonassignability. The Benefit is personal to Executive, and shall not be subject to any voluntary or involuntary alienation, assignment, pledge, transfer, seizure or other disposition, including, without limitation, transfer by operation of law in the event of any person's bankruptcy or insolvency.

(e) Effect on Plans. The Benefit shall not be considered to be salary or other compensation for purposes of computing benefits to which any person may be entitled under any pension plan or other employee benefit plan or arrangement sponsored by the Company (in each case, unless otherwise specified in such Plan).

(f) No Funding; Taxes. The Benefit will not be funded by the Company and neither Executive nor any other person shall have any right, title or interest in any of the Company's assets or be preferred over general creditors of the Company with regard to any Benefit. Except for any taxes that the Company in fact withholds from any Benefit under section 6(n) of the Agreement, Executive (and each other person receiving a Benefit) shall pay and be responsible for all taxes owed with respect to such Benefit (including without limitation all income taxes and FICA taxes).

(g) Effect of Change in Control

(i) In the event of a Change in Control (as hereinafter defined) at a time when any Benefit remains unpaid, the Company shall, before the effective date of such Change in Control, create a trust in the form known as a "rabbi trust," appoint the Bank Trustee (as defined below) as trustee thereof, deposit with the trustee cash equal to the Present Value (as hereinafter defined) and instruct the trustee to apply the assets of the trust to pay the Benefit. If, at any time, the Benefit has been completely paid and any amount is then held by the trustee, then such amount shall be paid to the Company. (Notwithstanding the foregoing, however, if such Change in Control is a result of a proxy contest, unsolicited tender offer or other proceeding or transaction not requiring Company consent, then the Company shall take the actions required by the immediately proceeding sentence as soon as possible following the effective date of such Change in Control.) "Bank Trustee" means such national bank (or trust-company subsidiary thereof), as may be specified by Executive (subject to the Company's approval which shall not be unreasonably withheld or delayed), that is a member of the United States Federal Reserve system and has deposits of not less than $10 billion or, if Executive fails to specify a Bank Trustee, then such as the Company may select.

(ii) For any Trust Notice, the "Present Value" shall be the present value of all future payments of the Benefit, determined as of the Trust Notice Date, using:

(A) a mortality factor based on life expectancy as of the Trust Notice Date, which life expectancy shall be

(1) if Executive is then living and married to Current Spouse, the joint-and-survivor life expectancy of Executive and Current Spouse;

(2) if Executive is not then living, but was married to Current Spouse when he died, the life expectancy of Current Spouse; or

(3) if Executive is then living, but is not then married to Current Spouse, the life expectancy of Executive,

in any case as specified under the 1994 Group Annuity Reserving Table; and

(B) a discount rate equal to the monthly average yield on obligations of the United States Treasury, adjusted to a constant maturity of ten years, as published and made available by the Federal Reserve Board pursuant to its Federal Reserve Statistical Release (H.15(519)) last published before the date of such

determination (or, if such Federal Reserve Statistical Release is not then published or does not then include such monthly average yield, as published in the most comparable publication which is then published and does include such monthly average yield).

(iii) "Change in Control" means

(A) a majority of the directors of the Company are persons other than (1) persons for whose election proxies have been solicited by the Board or (2) persons then serving as directors appointed by the Board to fill vacancies on the Board caused by death or resignation (but not by removal) or to fill newly created directorships;

(B) beneficial ownership (as determined by Rule 13d‑3 under the Securities Exchange Act of 1934, as amended (or any successor thereto)) of more than 50% of all outstanding voting stock of the Company is acquired in one or more transactions by any person or group of persons acting in concert (other than the Company); or

(1) merge or consolidate the Company with or into another corporation (other than (a) a merger or consolidation with a corporation controlling the Company or controlled by the Company within the meaning of Section 368(c) of the Internal Revenue Code of 1986, as amended, or (b) a merger in which the Company is the surviving corporation and either (x) no outstanding voting stock of the Company (other than fractional shares) held by stockholders immediately prior to the merger is converted into cash, securities or other property or (y) all holders of outstanding voting stock of the Company (other than fractional shares) immediately prior to the merger have substantially the same proportionate ownership of the voting stock of the Company or its parent corporation immediately after the merger),

(2) exchange, pursuant to a statutory exchange of shares of voting stock of the Company held by stockholders of the Company immediately prior to the exchange, shares of one or more classes or series of voting stock of the Company for shares of another corporation, or

(3) sell or otherwise dispose of all or substantially all the assets of the Company (in one transaction or a series of transactions).

7. Continued Arrangements; Certain Equipment.

(a) From the Amendment Date to the Termination Date, the Company shall continue to provide to Executive the executive-assistant support, office space and other similar arrangements as were provided to Executive immediately before the Amendment Date.

(b) The Company and Executive acknowledge that Executive currently has exclusive use of a computer and certain other office equipment now located in the office occupied by Executive at the Company (the "Equipment"). Executive may, before the Termination Date, give notice to the Company of his desire to receive a price for such items of Equipment as may be listed in such notice. Promptly after receiving such notice, the Company shall deliver to Executive a list of such items and the depreciated book value of each, as then shown on the Company's records. Executive may give notice to the Company within 10 days after receiving such list and, if he does so, the Company shall sell to Executive such Equipment as specified in such notice, upon payment by Executive to the Company of cash equal to such depreciated book value.

8. Status of Agreement. Except as amended by the foregoing, the Agreement and each provision thereof shall remain in full force and effect. The Agreement and this Amendment state the entire agreement between Executive and the Company regarding employment of Executive by the Company and termination of such employment, and neither party has any obligation related to such employment or termination thereof other than stated in the Agreement and this Amendment (plus such obligations, if any, that are imposed by law or by any benefit plan of the Company in which Executive is a participant).

IN WITNESS WHEREOF, the parties have executed this Amendment, effective on the Amendment Date.

EXECUTIVE:	THE COMPANY:

/s/Paul B. Burke	BMC INDUSTRIES, INC.
Paul B. Burke

	By: /s/Curtis E. Petersen
	Title: Senior Vice President and CFO

EX-99.1 3 exhibit_99-1.htm BMC ANNOUNCES QUARTERLY DIVIDEND

BMC

BMC Industries, Inc.
One Meridian Crossings, Suite 850
Minneapolis, MN 55423
Web site www.bmcind.com

NEWS RELEASE

CONTACT:	BRADLEY D. CARLSON	(NYSE: BMM)
	(952) 851-6020	FOR IMMEDIATE RELEASE

BMC INDUSTRIES ANNOUNCES QUARTERLY DIVIDEND

May 10, 2002 ‑‑ Minneapolis, Minnesota, USA - On May 9, 2002, BMC Industries, Inc.'s (NYSE: BMM) Board of Directors approved a continuation of its quarterly cash dividend of $.0025 per share.

Shareholders of record as of June 19, 2002 will receive a dividend of $.0025 for each share owned on that date, to be paid on July 3, 2002.

BMC Industries, founded in 1907, is comprised of two business segments: Buckbee-Mears and Optical Products. The Buckbee-Mears group, through its Mask Operations, is the only independent North American manufacturer of aperture masks. The Buckbee-Mears group, through its Micro-Technology Operations, is also a leading producer of a variety of precision photo-etched and electroformed components that require fine features and tight tolerances.

The Optical Products group, operating under the Vision-Ease trade name, is a leading designer, manufacturer and distributor of polycarbonate, glass and hard-resin plastic eyewear lenses. Vision-Ease is a technology and market share leader in the polycarbonate lens segment of the market. Polycarbonate lenses are thinner and lighter than lenses made of other materials, while providing inherent ultraviolet (UV) filtering and impact resistant characteristics.

BMC Industries, Inc. is traded on the New York Stock Exchange under the ticker symbol "BMM." For more information about BMC Industries, Inc., visit the Company's Web site at www.bmcind.com.

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EX-99.2 4 exhibit_99-2.htm BMC Vision-Ease Lens

BMC

BMC Industries, Inc.
One Meridian Crossings, Suite 850
Minneapolis, MN 55423
Web site www.bmcind.com

NEWS RELEASE

CONTACT:	BRADLEY D. CARLSON	(NYSE: BMM)
	(952) 851-6020	FOR IMMEDIATE RELEASE

VISION-EASE LENS, INC. FILES PATENT INFRINGEMENT
LAWSUIT AGAINST YOUNGER OPTICS

May 2, 2002 -- Minneapolis, Minnesota, USA -- BMC Industries, Inc. (NYSE: BMM) today reported that its Vision-Ease Lens, Inc. subsidiary ("Vision-Ease") has filed a patent infringement action against Younger Mfg. Co., operating under the name Younger Optics ("Younger"), in the United States Court for the District of Minnesota. Vision-Ease is seeking an injunction prohibiting manufacture, use, sale, or offer for sale of polycarbonate polarized lenses and an unspecified amount of damages.

Vision-Ease's suit states that Younger's polycarbonate polarizing lenses, including those marketed under the NuPolar® trademark, infringe on Vision-Ease's United States Patent No. 6,328,446 entitled "Production of Optical Elements" (the "446 Patent"). The '446 Patent is one of a portfolio of patents and pending patent applications covering claims to intellectual property in the molding of thermoplastic material with a functional film or layer. Vision-Ease's patents claim the practice of molding against film including manufacturing of polycarbonate polarizing lenses.

Vision-Ease has developed a leading position in the polarizing lens market and intends to grow the market through licensing of its patent portfolio and further enhancing its internal development and production of these products. The Company is currently engaged in licensing negotiations with other parties.

Safe Harbor for Forward-Looking Statements

This news release contains various "Forward-Looking Statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are intended to be covered by the safe harbors created thereby. Statements made in this news release that are not statements of historical facts, including statements regarding future performance, are Forward-Looking Statements. Forward-Looking Statements may be identified by the use of words such as "anticipates", "estimates", "expects", "forecasts", "projects", "intends", "plans", "predicts", and similar expressions. Forward-Looking Statements are subject to a number of risks and uncertainties that could cause actual results or outcomes to differ materially from those projected, including, among others, the Optical Products group's ability to improve operating performance in film based and other products; BMC's ability to manage working capital and align costs with market conditions; the Company's ability to obtain license terms within its expectations; slowdown in sales growth of high-end lens products; rising raw material costs; Optical Products' ability to execute according to plan the consolidation of its Azusa, California operations into its Ramsey, Minnesota and Jakarta, Indonesia operations; competition with alternative technologies and products, including laser surgery for the correction of visual impairment; ability to source volume requirements of plastic lenses from third parties; ability to grow market share of polycarbonate products both domestically and abroad, including growth in European sales through the operation of processing laboratories; new product development, introduction and acceptance; the effect of regional or global economic slowdowns; the impact of domestic or global terrorism on consumer spending choices; adjustments to inventory valuations; liability and other claims asserted against BMC; negative foreign currency fluctuations; and ability to recruit and retain key personnel. Certain of these and other risks and uncertainties are discussed in further detail in BMC's Annual Report and Form 10-K for the year ended December 31, 2001 and other documents filed and to be filed with the Securities and Exchange Commission.

BMC Industries, founded in 1907, is comprised of two business segments: Buckbee-Mears and Optical Products.

The Buckbee-Mears group, through its Mask Operations, is the only North American manufacturer of aperture masks. The Buckbee-Mears group, through its Micro-Technology Operations, is also a leading producer of a variety of precision photo-etched and electroformed components that require fine features and tight tolerances.

The Optical Products group, operating under the Vision-Ease trade name, is a leading designer, manufacturer and distributor of polycarbonate, glass and plastic eyewear lenses. Vision-Ease is a technology and market share leader in the polycarbonate lens segment of the market. Polycarbonate lenses are thinner and lighter than lenses made of other materials, while providing inherent ultraviolet (UV) filtering and impact resistant characteristics.

BMC Industries, Inc. is traded on the New York Stock Exchange under the ticker symbol "BMM." For more information about BMC Industries, Inc., visit the Company's Web site at www.bmcind.com.

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EX-99.3 5 exhibit_99-3.htm BMC Vision-Ease Lens

BMC

BMC Industries, Inc.
One Meridian Crossings, Suite 850
Minneapolis, MN 55423
Web site www.bmcind.com

NEWS RELEASE

CONTACT:	CURTIS E. PETERSEN	(NYSE: BMM)
	(952) 851-6030	FOR IMMEDIATE RELEASE

BMC Industries, Inc. Reports First Quarter 2002 Results

Restructuring Initiatives Announced Earlier This Year Continue On Track

April 30, 2002 -- Minneapolis, Minnesota, USA -- BMC Industries, Inc. (NYSE: BMM) today announced first quarter 2002 consolidated revenues of $68.6 million, down 20% from $85.8 million in first quarter 2001. Excluding a gain related to the sale of the Company's Optifacts unit, restructuring-related charges associated with the closure of a manufacturing plant and the cumulative effect of a goodwill accounting change all discussed below, the Company reported a pro forma consolidated net loss of $2.6 million, or $0.10 per share in first quarter 2002. This compares to pro forma net earnings, adjusted for comparative purposes, of $1.7 million, or $0.06 per share, in first quarter 2001.

Including these non-recurring charges, on a GAAP basis, the Company reported a net loss of $54.9 million, or $2.04 per share in first quarter 2002. This compares to net earnings of $2.0 million, or $0.07 per share in first quarter 2001.

The sale of Vision-Ease's Optifacts software unit produced a gain of approximately $3.5 million (pre-tax). The Optifacts sale was completed and announced in mid-January 2002. This gain was partially offset by restructuring-related charges of approximately $2.8 million (pre-tax) associated with the closure of the Company's Vision-Ease Azusa manufacturing facility. As announced earlier this year, the closure of the Azusa, California facility will result in a consolidation of the Optical Products group's operations and manufacturing capacity into its two remaining production facilities in Jakarta, Indonesia and Ramsey, Minnesota.

Additionally, BMC adopted SFAS No. 142 during first quarter 2002. This accounting standard changes the method by which companies evaluate goodwill impairment, and eliminates the requirement to amortize assets with indefinite lives, such as goodwill. Most of BMC's goodwill relates to the acquisition of Monsanto's Orcolite division in 1998. As a result, the Company recorded a $52.7 million charge for the cumulative effect of adopting SFAS No. 142, which reduced EPS for the quarter by $1.96. The Company recognized no tax benefit for this charge. This non-cash charge does not affect the Company's operations and will not affect financial covenant calculations under the Company's bank credit agreement. In accordance with this change in accounting, the Company ceased amortizing goodwill as of the beginning of this year saving approximately $2.0 million in annual, pre-tax operating costs.

"Our restructuring efforts are proceeding according to plan and our cash generation during the quarter exceeded expectations," commented BMC Chairman and Chief Executive Officer Paul B. Burke. "We reduced debt by $13 million during the quarter and expect to achieve significant additional debt reduction in the balance of the year through aggressive working capital management and the disposal of non-strategic assets."

"Our plans to exit the computer monitor mask business, close our Azusa polycarbonate manufacturing facility and completely restructure our Buckbee-Mears Micro-Technology Operations are proceeding on track, and we expect to see tangible results from these efforts through reduced product and operating costs in quarters to come," said Mr. Burke.

"First quarter operating results were consistent with expectations, with sales negatively impacted by television and computer monitor market conditions, despite significant polycarbonate lens growth. Year-over-year margins were negatively impacted by mask price pressures and polycarbonate product cost (in significant part affected by the restructuring efforts described above)," added Mr. Burke.

Buckbee-Mears Group
First quarter 2002 revenues for the Buckbee-Mears group, which includes both Mask Operations and Micro-Technology Operations, were $35.5 million, a decrease of 31%, from $51.2 million in the first quarter of 2001. Of this decrease, $9.3 million is related to lower sales of computer monitor masks. As announced earlier this year, the Company will complete its staged exit from the computer monitor mask market by the end of third quarter 2002.

The group continues to experience a contracted market for television sets in North America, exacerbated by a continued draw down from inventory in the picture tube supply chain. The group believes inventory levels are near their historic lows, and this should help fuel growth as improved retail demand impacts future picture tube production levels. The group also continues to experience television mask price reductions.

As a result of these conditions, in first quarter 2002, the Buckbee-Mears group experienced a decline in demand for entertainment masks, particularly medium and large-sized television masks. Medium and large size mask sales declined 28% year-over-year. Sales of jumbo-sized masks (those 30" and larger) increased 7% in the first quarter of 2002 as compared to the same period in 2001. The group saw sales increases for jumbo-sized aperture masks in both North American and European markets.

The Buckbee-Mears group reported operating earnings of $1.4 million during first quarter 2002, as compared to operating earnings of $4.3 million in the first quarter of 2001. This decrease was primarily due to lower sales, lower prices and to the related unabsorbed overhead and labor costs associated with lower capacity utilization during the quarter.

Micro-Technology sales for the first quarter 2002 were weaker compared to the same quarter in 2001 and the business segment posted a slight operating loss. Despite weak operating results, the group is making progress in refocusing its efforts on new business development and continues to expect to generate meaningful additional revenue sources by the end of this year.

Optical Products Group
Total Optical Products group first quarter 2002 revenues were $33.1 million, down 4% as compared to revenues in first quarter 2001. However, sales in every product category except plastic and SunSport® were up for the quarter. Most importantly, worldwide polycarbonate sales were up 9% compared to last year's first quarter and revenues for both the domestic and European laboratories were up dramatically year-over-year.

Sales of the group's high-end, value-added products (including all polycarbonate, progressive and polarizing sun lenses) were down 3% in first quarter 2002 as compared to first quarter 2001, but accounted for 66% of total first quarter 2002 revenues as compared to 65% of total first quarter revenues in 2001. Value-added product sales, excluding SunSport®, were up 5% during first quarter 2002 versus last year's first quarter.

Vision-Ease experienced strong sales in several key premium polycarbonate product categories. The Company experienced strong demand for its portfolio of film-based products, including its SunRx® prescription polarized lenses, with sales increasing 31% in first quarter 2002 as compared to first quarter 2001. First quarter 2002 sales of Tegra®-coated and photochromic polycarbonate lenses increased 24% and 9%, respectively over first quarter 2001. Also, Vision-Ease posted strong sales from its new anti-reflective mirror-coated polycarbonate lenses, which were introduced to the market last month at Vision Expo East in New York City, one of the industry's largest trade shows. Vision-Ease expects the positive trends for these higher-margin products to continue.

The lower-margin plastic lens segment declined by $1.5 million, or 24% as Vision-Ease continued to be plagued by supply issues with its overseas manufacturing partner. Action plans to remedy this situation include improved communications, increased use of air shipments, and evaluating alternative sources of supply for these products. SunSport® sales declined by $1.7 million, or 66% as a result of the conscious exit from certain non-value added segments of this business, and a slowdown of production activity resulting from the planned closure of the Azusa facility. The Company is evaluating its position and strategy in this business including the deployment of its intellectual property portfolio.

The Optical Products group reported a first quarter 2002 operating loss of $2.5 million, including $2.8 million of non-recurring, restructuring-related charges. Excluding these charges, the group would have posted an operating profit of $0.3 million. This compares to an operating profit of $2.3 million in first quarter 2001.

The decline in the group's first quarter operating performance versus last year, exclusive of the non-recurring charges, was due primarily to product cost increases associated with reductions in manufacturing activity, including a 13% reduction in the number of first quarter production starts at the Ramsey polycarbonate facility. This reduction in manufacturing activity disrupted production yields, negatively impacted overhead and labor absorption rates and increased overall domestic manufacturing costs. Partially offsetting these items was strong performance from the group's Indonesian facility, which continued to show improvements in both polycarbonate volume and in lower product costs. The Company expects the trends of higher volumes and lower costs to continue with the transfer of additional production to Jakarta and Ramsey and the closure of the Azusa facility.

Other Items
The Company reduced its total debt outstanding in the first quarter 2002 by $13.6 million, which significantly exceeded expectations. Total debt at March 31, 2002 was $128.5 million compared to $142.2 million at December 31, 2001. Capital expenditures during the first quarter of 2001 were $1.5 million versus $3.5 million in the same quarter last year.

Business Outlook
The following statements are based on current expectations. These statements are forward-looking, and actual results may differ materially from those projected in this news release. We caution the reader not to place undue reliance on these statements and encourage the reader to read the Business Outlook section in conjunction with the "Safe Harbor for Forward-Looking Statements" that follows this section.

Second Quarter 2002

BMC expects consolidated revenues for second quarter 2002 to be 10-15% lower than those reported in the comparable period in 2001. Sales reductions at Buckbee-Mears, primarily as a result of exiting the computer monitor mask business, should be somewhat offset by increased revenues from Vision-Ease as polycarbonate lens sales resume their growth. The Company expects consolidated pre-tax earnings for the second quarter to be breakeven to a slight loss, with an expected net loss of between $0.05 and $0.10 per share, depending on the Company's tax rate assumptions.

Full Year 2002

The Company has not materially changed its financial outlook for the remainder of this year. Overall revenues for full year 2002 are expected to be down 15-20% versus 2001, primarily as a result of exiting the computer monitor mask business, exiting segments of our Micro-Technology business and overall restructuring efforts in both businesses. These efforts continue to be focused on exiting less profitable product lines, consolidating manufacturing activity, reducing working capital employed, and disposing of non-strategic assets.

The Company expects to report a consolidated net loss for the year of between $0.05 and $0.15 per share, excluding non-recurring items and before the cumulative effects of accounting changes. Improving market conditions expected later in the year, combined with benefits from the Company's various restructuring efforts should decrease product and operating costs throughout the organization and should allow the Company to regain profitability as early as the fourth quarter of this year. The Company expects to continue generating strong cash flow and has plans to further reduce its debt levels by year-end 2002.

Safe Harbor for Forward-Looking Statements

This news release contains various "Forward-Looking Statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are intended to be covered by the safe harbors created thereby. Statements made in this news release that are not statements of historical facts, including statements regarding future performance, are Forward-Looking Statements. Forward-Looking Statements may be identified by the use of words such as "anticipates", "estimates", "expects", "forecasts", "projects", "intends", "plans", "predicts", and similar expressions. Forward-Looking Statements are subject to a number of risks and uncertainties that could cause actual results or outcomes to differ materially from those projected, including, among others, ability to manage working capital and align costs with market conditions; continued imbalance in supply and demand for computer monitor masks; further aperture mask price declines, particularly for computer monitor masks; slowdown in growth of high-end lens products; rising raw material costs; ability to improve operating and manufacturing efficiencies through consolidation of facilities; ability to qualify new products with customers; consumer demand for direct-view high-definition television and digital receivers; competition with alternative technologies and products, including laser surgery for the correction of visual impairment and LCD, plasma, projection and other types of visual displays; ability to source plastic lens product requirement from third parties; ability to gain market share of polycarbonate products both domestically and abroad, including growth in European sales through the operation of processing laboratories; new product development, introduction and acceptance; cost reduction and reorganization efforts; continued slowdown in growth for Micro-Technology products; ability to restructure the Micro-Technology Operations and diversify its customer and product base; the effect of regional or global economic slowdowns; the impact of domestic or global terrorism on consumer spending choices; adjustments to inventory valuations; liability and other claims asserted against BMC; negative foreign currency fluctuations; and ability to recruit and retain key personnel. Certain of these and other risks and uncertainties are discussed in further detail in BMC's Annual Report and Form 10-K for the year ended December 31, 2001 and other documents filed with the Securities and Exchange Commission.

BMC Industries, founded in 1907, is comprised of two business segments: Buckbee-Mears and Optical Products. The Buckbee-Mears group, through its Mask Operations, is the only North American manufacturer of aperture masks. The Buckbee-Mears group, through its Micro-Technology Operations, is also a leading producer of a variety of precision photo-etched and electroformed components that require fine features and tight tolerances.

BMC Industries, Inc. is traded on the New York Stock Exchange under the ticker symbol "BMM." For more information about BMC Industries, Inc., visit the Company's Web site at www.bmcind.com.

Investor Conference Call Information:
Tuesday, April 30, 2002
10:00 a.m. Central Time (11:00 a.m. Eastern Time)
Call-in Number: 800-450-0821 (U.S.) or 612-332-0632 (International)
Replay Number: 800-475-6701 (U.S.) or 320-365-3844 (International)
Replay Access Code: 635221

The rebroadcast of the conference call will be available starting at 1:30 p.m. Central Time, April 30, 2002 through 11:59 p.m. Central Time, May 7, 2002.

The conference call will also be offered live, through a simulcast offered by CCBN.com and StreetEvents.com. To access this Webcast, go to the "Investor Relations" portion of the Company's Web site, www.bmcind.com, click on "Conference Calls" and then click on the CCBN icon.

BMC INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share amounts)

	Three Months Ended
	March 31
		2002			2001
Revenues	$	68,626		$	85,760
Cost of products sold		63,333			74,304
Gross margin		5,293			11,456
Selling		3,598			4,862
Administrative		1,355			1,338
Non-recurring charges		2,800			-
Income (loss) from operations		(2,460	)		5,256
Other income and (expense)
Interest expense		(2,632	)		(3,041	)
Interest income		47			56
Other income (expense)		3,742			783
Earnings (loss) before income taxes and accounting change		(1,303	)		3,054
Income tax expense (benefit)		878			1,008
Earnings (loss) before accounting change		(2,181	)		2,046
Accounting change		52,704			-
Net earnings (loss)	$	(54,885	)	$	2,046
Basic earnings (loss) per share: Before cumulative effect of accounting change Cumulative effect of accounting change Net earnings (loss)	$ $	(0.08 (1.96 (2.04	) ) )	$ $	0.07 - 0.07
Diluted earnings (loss) per share: Before cumulative effect of accounting change Cumulative effect of accounting change Net earnings (loss)	$ $	(0.08 (1.96 (2.04	) ) )	$ $	0.07 - 0.07
Number of shares included in per share computation: Basic Diluted		26,912 26,912			27,398 27,633
Dividends declared per share	$	0.0025		$	0.015

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BMC INDUSTRIES, INC.
PRO FORMA NET EARNINGS/(LOSS) CALCULATION
(Unaudited)
(in thousands, except per share amounts)

	Three Months Ended
	March 31
		2002			2001
Net earnings (loss) as reported	$	(54,885	)	$	2,046
Adoption of FAS 142		52,704			304	(a)
Gain on sale of non-core assets (a)		(2,205	)		(630	)
Non-recurring charges (a)		1,764			-
Pro forma earnings (loss)		(2,622	)		1,720

Number of shares used in diluted EPS		26,912			27,633
Pro forma diluted EPS	$	(0.10	)	$	0.06

(a) Assumes tax at the Company's estimated incremental tax rate of 37%, rather than the financial statement effective tax rate.

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BMC INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

		(Unaudited)
		March 31			December 31
ASSETS		2002			2001
Current assets
Cash and cash equivalents	$	1,434		$	1,941
Trade accounts receivable, net		38,795			35,024
Inventories		62,599			71,634
Deferred income taxes		10,333			10,250
Other current assets		6,570			4,197
Total current assets		119,731			123,046

Property, plant and equipment		280,950			281,916
Less accumulated depreciation		154,127			150,375
Property, plant and equipment, net		126,823			131,541
Deferred income taxes		3,683			7,166
Intangibles assets, net		9,079			62,069
Other assets		7,860			7,924
Total assets	$	267,176		$	331,746
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Short-term borrowings	$	786		$	854
Accounts payable		21,934			19,707
Income taxes payable		8,638			7,532
Accrued expenses and other current liabilities		25,358			24,700
Total current liabilities		56,716			52,793

Long-term debt		127,756			141,314
Other liabilities		19,529			19,526
Deferred income taxes		1,451			1,602

Stockholders' equity
Common stock		46,828			46,786
Retained earnings		27,026			81,979
Accumulated other comprehensive income (loss)		(12,056	)		(12,180	)
Other		(74	)		(74	)
Total stockholders' equity		61,724			116,511

Total liabilities and stockholders' equity	$	267,176		$	331,746

-more-

BMC INDUSTRIES, INC.
SEGMENT INFORMATION
(Unaudited)
(in thousands, except percentages)

	Three Months Ended March 31
	Buckbee-Mears							Optical Products						Consolidated
		2002			2001			2002			2001			2002			2001

Revenues	$	35,547		$	51,230		$	33,079		$	34,530		$	68,626		$	85,760
Cost of products sold		33,105			45,186			30,228			29,118			63,333			74,304
Gross margin		2,442			6,044			2,851			5,412			5,293			11,456
Gross margin %		6.9	%		11.8	%		8.6	%		15.7	%		7.7	%		13.4	%
Selling		1,060			1,785			2,538			3,077			3,598			4,862
Non-recurring charges		-			-			2,800			-			2,800			-
Unallocated corporate
administration		-			-			-			-			1,355			1,338
Income (loss) from operations	$	1,382		$	4,259		$	(2,487	)	$	2,335		$	(2,460	)	$	5,256

Operating income %		3.9	%		8.3	%		(7.5	)%		6.8	%		(3.6	)%		6.1	%

Capital spending													$	1,527		$	3,452

Depreciation and
amortization													$	5,574		$	5,973

EBITDA													$	6,856		$	12,012

EBITDA %														10.0	%		14.0	%

-30-

EX-99.4 6 exhibit_99-4.htm 4: BMC Vision-Ease Lens

BMC

BMC Industries, Inc.
One Meridian Crossings, Suite 850
Minneapolis, MN 55423
Web site www.bmcind.com

NEWS RELEASE

CONTACT:	Bradley D. Carlson	(NYSE: BMM)
	(952) 851-6020	FOR IMMEDIATE RELEASE

BMC Industries To Report First Quarter 2002 Results and Host Conference Call on Tuesday, April 30, 2002

April 16, 2002 -- BMC Industries, Inc. is scheduled to release its financial results for the first quarter on Tuesday, April 30, 2002.

The Company will host a conference call to discuss the financial results later that morning at 10:00 a.m. Central Time (11:00 a.m. Eastern Time). The conference call is available to interested parties by dialing 800-450-0821 (U.S.) or 612-332-0632 (International). A replay of the call will be available beginning at 1:30 p.m. Central Time on April 30, 2002 by dialing 800-475-6701 (U.S.) or 320-365-3844 (International) and using Access Code: 635221. The conference call will be available for replay until May 7, 2002 at 11:59 p.m. Central Time.

BMC Industries, founded in 1907, is comprised of two business segments: Buckbee-Mears and Optical Products.

BMC Industries, Inc. is traded on the New York Stock Exchange under the ticker symbol "BMM". For more information about BMC Industries, Inc., visit the Company's Web site at www.bmcind.com.

-30-

EX-99.5 7 exhibit_99-5.htm BMC ANNOUNCES QUARTERLY DIVIDEND

BMC

BMC Industries, Inc.
One Meridian Crossings, Suite 850
Minneapolis, MN 55423
Web site www.bmcind.com

NEWS RELEASE

CONTACT:	BRAD CARLSON	(NYSE: BMM)
	(952) 851-6020	FOR IMMEDIATE RELEASE

BMC INDUSTRIES ANNOUNCES NEW CONTROLLER

March 27, 2002 ‑‑ Minneapolis, Minnesota, USA -- BMC Industries, Inc. (NYSE: BMM) today announced that Richard G. Faber has joined the company as Controller. Mr. Faber, who will be responsible for Corporate and Vision-Ease accounting, SEC reporting and Vision-Ease manufacturing accounting, has 20 years of broad experience in a variety of financial and accounting managerial positions, most recently with Carlson Companies. Prior to joining Carlson Companies, he spent fifteen years in a variety of controller and project leader assignments with Cargill Incorporated. Mr. Faber holds an Masters of Business Administration degree from the University of Notre Dame and is a Certified Public Accountant.

"We are very pleased that Rich Faber has joined the BMC team. His broad controller experience in several diverse organizations and his international experience in both a financial and operations role should be a significant asset to BMC as we continue to grow our businesses," said Curt Petersen, Senior Vice President and Chief Financial Officer.

-30-

-----END PRIVACY-ENHANCED MESSAGE-----

BMC INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)

Minnesota	41-0169210
(State of Incorporation)	(IRS Employer Identification No.)

One Meridian Crossings, Suite 850, Minneapolis, Minnesota 55423
(Address of Principal Executive Offices) (Zip Code)


(952) 851-6000
(Registrant's Telephone Number, Including Area Code)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period ended March 31, 2002.

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition Period from to .

PART I: FINANCIAL INFORMATION

Item 1: Financial Statements

BMC INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)

BMC INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) (in thousands, except per share amounts)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)

BMC INDUSTRIES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts)

BMC INDUSTRIES, INC. ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

BMC Industries, Inc. Reports First Quarter 2002 Results

Full Year 2002

Investor Conference Call Information: Tuesday, April 30, 2002 10:00 a.m. Central Time (11:00 a.m. Eastern Time) Call-in Number: 800-450-0821 (U.S.) or 612-332-0632 (International) Replay Number: 800-475-6701 (U.S.) or 320-365-3844 (International) Replay Access Code: 635221

Gross margin

Gain on sale of non-core assets (a)

ASSETS

Current assets

BMC INDUSTRIES, INC. SEGMENT INFORMATION (Unaudited) (in thousands, except percentages)

BMC Industries To Report First Quarter 2002 Results and Host Conference Call on Tuesday, April 30, 2002

BMC INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

BMC INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(in thousands, except per share amounts)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)

BMC INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except per share amounts)

BMC INDUSTRIES, INC.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Investor Conference Call Information:
Tuesday, April 30, 2002
10:00 a.m. Central Time (11:00 a.m. Eastern Time)
Call-in Number: 800-450-0821 (U.S.) or 612-332-0632 (International)
Replay Number: 800-475-6701 (U.S.) or 320-365-3844 (International)
Replay Access Code: 635221

BMC INDUSTRIES, INC.
SEGMENT INFORMATION
(Unaudited)
(in thousands, except percentages)