-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OsjJ5SwjcHQjVFpeItEd74ulKuuLeGHQes0iQjhYCzKUEmTOkXNSA0FaEOq5Gv1P YiKCuN65tGlR28/deDQ/lg== 0000912057-95-009805.txt : 19951119 0000912057-95-009805.hdr.sgml : 19951119 ACCESSION NUMBER: 0000912057-95-009805 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951113 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC INDUSTRIES INC/MN/ CENTRAL INDEX KEY: 0000215310 STANDARD INDUSTRIAL CLASSIFICATION: COATING, ENGRAVING & ALLIED SERVICES [3470] IRS NUMBER: 410169210 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08467 FILM NUMBER: 95590891 BUSINESS ADDRESS: STREET 1: 2 APPLETREE SQUARE CITY: MINNEAPOLIS STATE: MN ZIP: 55425 BUSINESS PHONE: 6128516000 MAIL ADDRESS: STREET 1: TWO APPLETREE SW SUITE 400 STREET 2: TWO APPLETREE SW SUITE 400 CITY: MINNEAPOLIS STATE: MN ZIP: 55425 FORMER COMPANY: FORMER CONFORMED NAME: BUCKBEE MEARS CO/MN DATE OF NAME CHANGE: 19830517 10-Q 1 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 / X / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period ended September 30, 1995. / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Transition Period from N/A to __________. ------ Commission File No. 1-8467 BMC INDUSTRIES, INC. -------------------- (Exact Name of Registrant as Specified in its Charter) MINNESOTA 41-0169210 --------- ---------- (State of Incorporation) (IRS Employer Identification No.) Two Appletree Square, Minneapolis, Minnesota 55425 -------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (612) 851-6000 -------------- (Registrant's Telephone Number, Including Area Code) 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 at least the past 90 days. X Yes _____ No ----- BMC Industries, Inc. has outstanding 26,944,444 shares of common stock as of November 13, 1995 (shares are stated on a post-split basis, which split shares were distributed on November 13, 1995). There is no other class of stock outstanding. Page 1 of 18. Exhibit Index Begins at Page 10. PART I : FINANCIAL INFORMATION BMC INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands) Item 1: Financial Statements
September 30 December 31 ------------ ----------- ASSETS 1995 1994 - ------------------------------------------------------------------------------ Current Assets Cash and cash equivalents $ 18,901 $ 14,327 Trade accounts and notes receivable, net of allowances 25,998 24,564 Inventories - Note 3 32,289 28,792 Deferred income taxes 3,980 5,914 Other current assets 5,368 5,221 - ------------------------------------------------------------------------------ Total Current Assets 86,536 78,818 - ------------------------------------------------------------------------------ Property, Plant and Equipment 156,867 130,622 Less Accumulated Depreciation 89,424 80,764 -------- -------- Property, Plant and Equipment - Net 67,443 49,858 -------- -------- Deferred Income Taxes 3,428 3,297 Other Assets - Net 7,945 6,713 - ------------------------------------------------------------------------------ Total Assets $165,361 $138,686 - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------------------------------------------------ Current Liabilities Accounts payable $ 13,905 $ 12,090 Income taxes payable 7,925 5,514 Accrued expenses and other liabilties 23,652 22,445 - ------------------------------------------------------------------------------ Total Current Liabilities 45,482 40,049 - ------------------------------------------------------------------------------ Other Liabilities 18,917 15,835 Deferred Income Taxes 866 1,014 Stockholders' Equity Common stock 52,038 51,156 Other (1,242) (1,263) Retained earnings 43,472 27,559 Cumulative translation adjustment 5,828 4,336 - ------------------------------------------------------------------------------ Total Stockholders' Equity 100,096 81,788 - ------------------------------------------------------------------------------ Total Liabilities and Stockholders' Equity $165,361 $138,686 - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------
See accompanying Notes to Condensed Consolidated Financial Statements. Page 2 BMC INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) (in thousands, except per share amounts)
Three Months Ended Nine Months Ended September 30 September 30 ------------------------ ------------------------- 1995 1994 1995 1994 - ----------------------------------------------------------------------------------------------------------------------- Revenues Net sales of primary products $58,189 $53,488 $179,968 $159,434 Equipment and technology sales 1,014 491 10,216 4,256 - ----------------------------------------------------------------------------------------------------------------------- Total revenues 59,203 53,979 190,184 163,690 - ----------------------------------------------------------------------------------------------------------------------- Cost of sales of primary products 47,677 45,593 146,787 133,155 Cost of equipment and technology sales 466 201 6,134 3,145 Selling 2,078 2,038 6,558 6,140 Administrative 1,653 994 4,237 3,049 - ----------------------------------------------------------------------------------------------------------------------- Total operating costs and expenses 51,874 48,826 163,716 145,489 - ----------------------------------------------------------------------------------------------------------------------- Income from Operations 7,329 5,153 26,468 18,201 - ----------------------------------------------------------------------------------------------------------------------- Other Income and (Expense) Interest expense (103) (1,240) (208) (3,052) Interest income 206 168 604 379 Other income (expense) 7 (36) (152) (19) - ----------------------------------------------------------------------------------------------------------------------- Earnings from Continuing Operations before Income Taxes 7,439 4,045 26,712 15,509 Income Tax Provision 2,891 1,759 9,993 5,844 - ----------------------------------------------------------------------------------------------------------------------- Earnings from Continuing Operations 4,548 2,286 16,719 9,665 Provision for Loss Related to Discontinued Operation (less applicable income tax benefit of $461) - (Note 2) -- -- -- (839) - ----------------------------------------------------------------------------------------------------------------------- Net Earnings $ 4,548 $ 2,286 $ 16,719 $ 8,826 - ----------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------- Earnings Per Share from Continuing Operations $ 0.16 $ 0.08 $ 0.59 $ 0.36 Loss Per Share Related to Discontinued Operation -- -- -- (.03) - ----------------------------------------------------------------------------------------------------------------------- Net Earnings Per Share $ 0.16 $ 0.08 $ 0.59 $ 0.33 - ----------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------- Number of Shares Included in Per Share Computation 28,369 27,721 28,210 27,137 - ----------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------- Dividends Declared Per Share $ 0.01 $ 0.01 $ 0.03 $ 0.01 - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
See accompanying Notes to Condensed Consolidated Financial Statements. Page 3 BMC INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Nine Months Ended September 30 ------------------------ 1995 1994 - ------------------------------------------------------------------------------ Net Cash Provided by Operating Activities Net earnings $ 16,719 $ 8,826 Depreciation and amortization 6,665 6,660 Changes in operating assets and liabilities 4,227 9,201 - ------------------------------------------------------------------------------ Total 27,611 24,687 - ------------------------------------------------------------------------------ Net Cash Provided by (Used in) Investing Activities Additions to property, plant and equipment (23,291) (6,709) Other 22 6 - ------------------------------------------------------------------------------ Total (23,269) (6,703) - ------------------------------------------------------------------------------ Net Cash Provided by (Used in) Financing Activities Decrease in short-term borrowings -- (23) Repayment of long-term debt(1) (15) (22,534) Common stock issued(1) 776 2,104 Cash dividends paid (805) -- Employee loans for exercise of stock options 127 (68) - ------------------------------------------------------------------------------ Total 83 (20,521) - ------------------------------------------------------------------------------ Effect of Exchange Rate Changes on Cash and Cash Equivalents 149 240 - ------------------------------------------------------------------------------ Net Increase (Decrease) in Cash and Cash Equivalents 4,574 (2,297) Cash and Cash Equivalents at Beginning of Period 14,327 10,927 - ------------------------------------------------------------------------------ Cash and Cash Equivalents at End of Period $ 18,901 $ 8,630 - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------
(1) IN 1994, IN ADDITION TO THE LONG-TERM DEBT REPAYMENT AND COMMON STOCK ISSUANCE SHOWN, $4,911 OF LONG-TERM DEBT WAS FORGIVEN AS CONSIDERATION FOR THE EXERCISE OF WARRANTS. See accompanying Notes to Condensed Consolidated Financial Statements. Page 4 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 September 30, 1995, and the results of operations and the cash flows for the periods ended September 30, 1995 and 1994. Such adjustments are of a normal recurring nature. Certain items in the financial statements for the periods ended September 30, 1994 have been reclassified to conform to the presentation for the periods ended September 30, 1995. The results of operations for the three-month and nine-month periods ended September 30, 1995 are not necessarily indicative of the results to be expected for the full year. The balance sheet at December 31, 1994 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, 1994. 2. Provision for Loss Related to Discontinued Operation In the first quarter of 1994, the Company made a provision for estimated losses of $1,300, less applicable income tax effect of $461, related to a discontinued operation. This provision was prompted by claims and expenses growing out of environmental contamination and other claims related to the discontinued operation. The environmental contamination occurred before 1980 at an operation acquired by the Company in 1983 and disposed of in 1986. 3. Inventories September 30, 1995 December 31, 1994 ------------------ ----------------- Raw materials $12,771 $ 9,748 Work in process 5,277 5,501 Finished goods 14,241 13,543 ------- ------- Total Inventories $32,289 $28,792 ------- ------- ------- ------- 4. Long-term Contract Work is continuing on a long-term contract for the construction of aperture mask production equipment for a customer in China. At September 30, 1995, the contract was approximately 85% complete. Pursuant to a periodic review of the contract, estimates of total costs to complete the contract were reduced during the second quarter, resulting in profit recognition for the cumulative project-to-date effect of such reduction in total contract costs. Page 5 5. Earnings Per Share Earnings per share is computed using the weighted average number of common stock and common stock equivalent shares outstanding during the period. Common stock equivalents include dilutive stock options and warrants using the treasury stock method. All remaining outstanding warrants were exercised during the third quarter of 1994. Fully diluted earnings per share did not differ significantly from primary earnings per share in both years. 6. Stock Split On October 18, 1995, the Company declared a 2-for-1 stock split, payable in the form of a 100% stock dividend. Holders of record on October 30, 1995 of the Company's common stock will receive one additional share of stock for each share held, to be distributed on November 13, 1995. As a result, the number of outstanding shares and earnings per share for prior periods presented have been restated to reflect the split. 7. Pending Matters As noted in the Company's Form 10-K for the period ended December 31, 1994, in January 1995, a U.S. District Court jury in Miami, Florida awarded the Company a verdict totaling $5.1 million against Barth Industries (Barth) of Cleveland, Ohio and its parent, Nesco Holdings, Inc. (Nesco). The verdict relates to an agreement under which Barth and Nesco were to help automate the plastic lens production plant in Ft. Lauderdale. In September 1995, Barth and Nesco filed an appeal of the jury verdict, as expected. The Company has not recorded any income relating to this verdict as a final judgment has not yet been rendered. Page 6 BMC INDUSTRIES, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 Total revenues for the third quarter of 1995 increased by $5.2 million or 9.7% from the third quarter of 1994. Net sales of primary products increased $4.7 million or 8.8% from the third quarter of 1994. Net sales of the Precision Imaged Products group, excluding equipment and technology sales, increased by 12.8% due primarily to continued improvement in sales mix toward higher-margin large-sized and invar color television aperture masks. Net sales of the Optical Products group increased by 1.4%. An increase in unit sales of polycarbonate eyewear lenses was largely offset by a decline in unit sales of glass and plastic eyewear lenses. Cost of sales of primary products was 81.9% of net sales for the third quarter of 1995, compared to 85.2% in the same period of 1994. The improvement occurred in both groups and was due primarily to an improved sales mix of higher-margin products and improved manufacturing efficiencies. Administrative expense for the third quarter of 1995 increased by $0.7 million in comparison to the prior year's third quarter. This increase was due primarily to increased costs associated with compensation plans which are tied to the Company's stock price which has increased during the period and also due to the staffing of new positions. Interest expense for the third quarter of 1995 declined by $1.1 million in comparison to the prior year's third quarter. The Company had long-term debt in the third quarter of 1994 which was paid off in that period and no long-term debt in the third quarter of 1995. The provision for income taxes was 38.9% of pre-tax income in the third quarter of 1995 compared to 43.5% for the same period in 1994. The higher rate in 1994 was due to higher taxes incurred by its German subsidiary in that period. COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 Total revenues for the first nine months of 1995 increased $26.5 million or 16.2% over the first nine months of 1994. Net sales of primary products increased $20.5 million or 12.9%. Net sales of the Precision Imaged Products group increased by 19.1% due primarily to an improvement in sales mix related to increased sales of larger-sized and invar color television aperture masks and increased revenue recognition under a long-term equipment construction contract. Net sales of the Optical Products group increased 1.8%, due primarily to an increase in unit sales of polycarbonate eyewear lenses, offset by a decline in unit sales of glass and plastic eyewear lenses. Page 7 Cost of sales of primary products was 81.6% of net sales in the first nine months of 1995, compared to 83.5% in the same period of 1994. The improvement occurred throughout the Company and was due primarily to the improved sales mix and enhanced manufacturing efficiencies. Administrative expense for the first nine months of 1995 increased by $1.2 million in comparison to the same period of 1994 due primarily to increased costs associated with compensation plans which are tied to the Company's stock price which increased during the period and also due to the staffing of new positions. Interest expense declined by $2.8 million in the first nine months of 1995 compared to the same period in 1994. The Company had long-term debt in 1994 which was paid off in the third quarter of that year and no long-term debt during the first nine months of 1995. The provision for income taxes was 37.4% of pre-tax income in the first nine months of 1995 compared to 37.7% for the same period in 1994. The Company anticipates that its effective tax rate for the total year of 1995 will be in the approximate range of 37% to 39%. ENVIRONMENTAL The Company was previously named as a defendant in connection with real property located in Irvine, California previously occupied by a discontinued operation of the Company. The Company recently settled this litigation with the other parties and all claims have been dismissed with prejudice. Remediation of the site has begun in accordance with a remediation system approved by the applicable regulatory state agency. The settlement amount and the cost of the remediation system to date are both within the amounts previously reserved by the Company for this matter. Other than as noted above, there are no material changes in the status of the legal proceedings and environmental matters as described in the Company's Form 10-K for the fiscal year ended December 31, 1994. FINANCIAL POSITION AND LIQUIDITY Cash and cash equivalent balances increased by $4.6 million during the first nine months of 1995, due primarily to operating earnings and changes in operating assets and liabilities. These increases were partially offset by capital expenditures of $23.3 million, principally due to construction of an additional aperture mask production line at the Company's facility in Germany, the construction of horizontal coating equipment at the Company's facility in New York and the commencement of an expansion of the Company's aperture mask manufacturing facility in New York. The Company announced in the first and second quarters of 1995 its plans to further increase its mask manufacturing capacity with the construction of two additional production lines and related facilities. The Company selected its existing Cortland, New York facility as the site for these lines and facilities in the third quarter. During the third quarter of 1995, the Company began the engineering phase of the expansion and has spent $1.4 million to date on the expansion. Total cost of the Cortland expansion is estimated to be between $80 and $85 million. Completion of the first of these lines is expected in the first quarter of 1997. The second line is expected to be operating in the second quarter of 1997. Page 8 Working capital was $41.1 million at September 30, 1995, compared to $38.8 million at December 31, 1994. The current ratio was 1.90 at September 30, 1995, compared to 1.97 at December 31, 1994. The ratio of total liabilities to equity declined to .65 at September 30, 1995 compared to .70 at December 31, 1994. The Company had no debt at both September 30, 1995 and December 31, 1994. The Company had $43.6 million available for borrowing under domestic and foreign bank lines at September 30, 1995. Discussion with banks are underway to increase credit lines by amounts sufficient to fund the capital projects described above. As of September 30, 1995, the Company had commitments of $8.1 million for capital purchases. Additional commitments relating to the previously mentioned expansion at the New York facility will be entered into as the project progresses. Management believes that sufficient cash can be generated through operations and borrowings to finance the above capital projects and the Company's other short and long-term cash needs. 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" on pages 7-9 and Note 7 of the "Notes to Condensed Consolidated Financial Statements" on Page 6. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits Page -------- ---- 3.1 Amendment to the Second Restated Articles of Incorporation, dated as of October 30, 1995 . . . . . . 11 27. Financial Data Schedule (Filed only in electronic format) 28.1 News Release, dated November 2, 1995, announcing the addition of Harry A. Hammerly to the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . 13 28.2 News Release, dated October 19, 1995, announcing third quarter 1995 operating results, declaration of a 2-for-1 stock split and an increase in the authorized quarterly dividend . . . . . . . . . . . . . 14 28.3 News Release, dated September 8, 1995, announcing quarterly dividend. . . . . . . . . . . . . . . . . . . 18 (b) REPORTS ON FORM 8-K. The Company did not file any reports on Form 8-K during the quarter ended September 30, 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BMC INDUSTRIES, INC. --------------------------------------- Michael P. Hawks Vice President of Finance & Administration, CFO Dated: November 13, 1995 Page 10 EX-3.1 2 EXHIBIT 3.1 MINNESOTA SECRETARY OF STATE AMENDMENT OF ARTICLES OF INCORPORATION BEFORE COMPLETING THIS FORM, PLEASE READ INSTRUCTIONS BELOW. CORPORATE NAME: (List the name of the company prior to any desired name change) BMC Industries, Inc. - ------------------------------------------------------------------------------- This amendment is effective on the day it is filed with the Secretary of State, unless you indicate another date, no later than 30 days after filing with the Secretary of State. The following amendment(s) of articles regulating the above corporation were adopted: (Insert full text of newly amended article(s) indicating which article(s) is (are) being amended or added.) If the full text of the amendment will not fit in the space provided, attach additional numbered pages. (Total number of pages including this form 2.) ARTICLE V The attached Exhibit A amends the first paragraph of Article V of the Company's Second Restated Articles of Incorporation in its entirety. This amendment has been approved pursuant to MINNESOTA STATUTES CHAPTER 302A OR 317A. I certify that I am authorized to execute this amendment and I further certify that I understand that by signing this amendment, I am subject to the penalties of perjury as set forth in section 609.48 as if I had signed this amendment under oath. /s/ Michael P. Hawks -------------------------------------- (Signature of Authorized Person) - ------------------------------------------------------------------------------ INSTRUCTIONS 1. Type or print with black ink. 2. A Filing Fee of: $35.00, made payable to the Secretary of State. 3. Return completed forms to: SECRETARY OF STATE 180 STATE OFFICE BUILDING 100 CONSTITUTION AVE. ST. PAUL, MN 55155-1299 - ------------------------------------------------------------------------------ FOR OFFICE USE ONLY - ------------------------------------------------------------------------------ Page 11 EXHIBIT A The first paragraph of Article V of the Company's Second Restated Articles of Incorporation is amended in its entirety to provide as follows: The aggregate number of shares that this Corporation has authority to issue is ninety-nine million five hundred thousand (99,500,000) shares which shall consist of five hundred thousand (500,000) undesignated shares and ninety-nine million (99,000,000) shares of voting common stock. Only the authorization of the Board of Directors is necessary for this Corporation to issue shares and other securities and rights to purchase shares and other securities. All 99,000,000 shares of voting common stock shall have equal rights and preferences. The Board of Directors is authorized to establish, from the undesignated shares, one or more classes and series of shares, to designate each such class and series, and to fix the rights and preferences of each such class and series. All stockholders are denied preemptive rights, unless the Board of Directors shall grant preemptive rights to the holders of some or all of the undesignated shares with respect to some or all of the undesignated shares. This Corporation may issue shares of voting common stock to the holders of shares of any class or series of the undesignated shares and it may issue shares of any class or series of the undesignated shares to the holders of shares of voting common stock. Page 12 EX-27 3 EXHIBIT 27
5 1,000 9-MOS DEC-31-1995 JAN-01-1995 SEP-30-1995 3,113 15,788 28,332 2,334 32,289 86,536 156,867 89,424 165,361 45,482 0 51,058 0 0 49,038 165,361 189,877 190,184 152,921 163,716 152 0 (396) 26,712 9,993 16,719 0 0 0 16,719 0.59 0.59
EX-28.1 4 EXHIBIT 28.1 CONTACT: Michael P. Hawks (NYSE-BMC) (612) 851-6030 FOR IMMEDIATE RELEASE BMC INDUSTRIES ADDS HARRY HAMMERLY TO ITS BOARD November 2, 1995 -- Minneapolis, MN -- BMC Industries, Inc. today announced the addition of Harry A. Hammerly to BMC's Board of Directors, effective November 8, 1995. Mr. Hammerly has had a distinguished career with Minnesota Mining and Manufacturing (3M) extending over 40 years, the last five years of which he served on the Company's Board of Directors. Mr. Hammerly's most recent position with 3M, from which he retired in July of this year, was Executive Vice President, International Operations. Mr. Hammerly served in a number of other senior staff and operating positions at 3M, including Vice President, Finance. Mr. Hammerly continues to serve not only on 3M's Board of Directors but also on the Boards of Apogee Enterprises, Inc., Cincinnati Milacron, Inc. and The Geon Company. Paul B. Burke, BMC's Chairman, President and Chief Executive Officer, stated "We are delighted that Harry Hammerly has agreed to serve on BMC's Board of Directors. Harry brings to the BMC Board a vast array of experience in international operations, finance and new business development. He also brings an insider's perspective on 3M's well respected approach to the business process. As BMC continues on the path of growth and expansion, we will benefit greatly from Harry's talents and experience." BMC is one of the world's largest manufacturers of aperture masks for color picture tubes used in televisions and computer monitors. The Company is also a leading producer of polycarbonate, glass and plastic eyewear lenses. The common stock of the Company is traded on the New York Stock Exchange under the symbol "BMC". Page 13 EX-28.2 5 EXHIBIT 28.2 CONTACT: Michael P. Hawks (NYSE BMC) (612) 851-6030 FOR IMMEDIATE RELEASE BMC REPORTS RECORD THIRD QUARTER RESULTS; DECLARES A 2-FOR-1 STOCKSPLIT; AND ANNOUNCES AN INCREASE IN THE AUTHORIZED QUARTERLY DIVIDEND October 19, 1995 -- Minneapolis, MN -- BMC Industries, Inc. today reported third quarter 1995 net earnings of $4,548,000 or $.32 per share, up 99% from net earnings of $2,286,000 or $.16 per share in the year-earlier period. Third quarter total revenues were $59,203,000 an increase of 10% from $53,979,000 a year ago. Earnings from continuing operations for the first nine months of 1995 totaled $16,719,000 or $1.19 per share. This represented an improvement of $7,054,000 or 73% over the $9,665,000 or $.71 per share recorded for the first nine months of the prior year. Year-to-date total revenues were $190,184,000, up 16% from the prior year. Third quarter results showed the continuing benefits from operating improvements in each of the Company's businesses, and from a continuing shift in sales mix to high-margin products. In the third quarter, sales of invar, jumbo (30" and larger) and large (25" to 29") aperture masks increased 46%, 25% and 15%, respectively, over third quarter 1994 sales. On a year-to-date basis, these sales were up 77%, 41% and 26%, respectively. Precision Imaged Products also benefited from Buckbee-Mears St. Paul's record third quarter results. Third quarter sales of etched parts increased 88% over the prior year while year-to-date sales of etched parts were up 67%. The focus of BMC's Optical Products operation has been polycarbonate lenses, sales of which were up 43% in the third quarter and 52% year-to-date. Capital spending during the nine months ended September 30, 1995 increased three-fold to $23.3 million from the $7.3 million spent during the comparable period last year. Approximately $13 million of this spending related to the Company's 60% capacity expansion at its two aperture mask manufacturing facilities in New York and Germany. Despite the increased capital spending, cash balances increased to $18.9 million at the end of the third quarter from $14.3 million at the end of 1994, and BMC's balance sheet at September 30 remained debt-free. - more - Page 14 Paul B. Burke, BMC's chairman and chief executive officer stated that "The Company's strengthening cash position in a period during which it is devoting more funds to capital projects than at any time in its history is indicative of the strength of its core manufacturing operations. The Company's on-going shift in its sales mix toward high-margin aperture mask and eyewear lens products resulted in its eighteenth consecutive quarter of increased net earnings over the year-earlier period, excluding income from the sale of equipment and technology and other non-recurring items. The third quarter also benefited from higher equipment and technology earnings and lower interest expense." Burke added that "The Precision Imaged Products expansion efforts are in full swing. We are looking forward to the fourth quarter start-up of the new high-resolution aperture mask line at our German plant. During the third quarter, work began on the two new aperture mask lines and related facility at our Cortland, New York plant. We expect these two lines to be in production in the first half of 1997, as scheduled." BMC also announced today that its Board of Directors has approved a two-for-one stock split of its outstanding common shares. Shareholders of record as of October 30, 1995 will receive an additional share for each share owned on that date, to be distributed on November 13, 1995. Mr. Burke stated that "The continuing growth in BMC's earnings and the strengthening of its balance sheet has led to increased interest in BMC's shares on the part of the investment community and a stronger share price. This split is designed to increase the liquidity of the Company's stock so that more shares are available for trading." The Board of Directors also approved a 25% increase in the Company's quarterly dividend from $.01 per share (post-split) to $.0125 per share, effective with the next quarterly dividend. Mr. Burke stated that "The Board's decision to increase the quarterly dividend is directly attributable to the strong earnings growth which continues to be exhibited by the Company's businesses." BMC is one of the world's largest manufacturers of aperture masks for color picture tubes used in televisions and computer monitors. The Company is also a leading producer of polycarbonate, glass and plastic eyewear lenses. The common stock of the Company is traded on the New York Stock Exchange under the symbol "BMC". - more - Page 15 BMC INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) (in thousands, except per share amounts)
Three Months Ended Nine Months Ended September 30 September 30 --------------------- --------------------- 1995 1994 1995 1994 - ------------------------------------------------------------------------------------------------------------------------ Revenues Net sales of primary products $58,189 $53,488 $179,968 $159,434 Equipment and technology sales 1,014 491 10,216 4,256 - ------------------------------------------------------------------------------------------------------------------------ Total Revenues 59,203 53,979 190,184 163,690 - ------------------------------------------------------------------------------------------------------------------------ Operating Costs and Expenses Cost of sales of primary products 47,677 45,593 146,787 133,155 Cost of equipment and technology sales 466 201 6,134 3,145 Selling 2,078 2,038 6,558 6,140 Administrative 1,653 994 4,237 3,049 - ------------------------------------------------------------------------------------------------------------------------ Total Operating Costs and Expenses 51,874 48,826 163,716 145,489 - ------------------------------------------------------------------------------------------------------------------------ Income from Operations 7,329 5,153 26,468 18,201 - ------------------------------------------------------------------------------------------------------------------------ Other Income and (Expense) Interest expense (103) (1,240) (208) (3,052) Interest income 206 168 604 379 Other income (expense) 7 (36) (152) (19) - ------------------------------------------------------------------------------------------------------------------------ Earnings from Continuing Operations before Income Taxes 7,439 4,045 26,712 15,509 Income Taxes 2,891 1,759 9,993 5,844 - ------------------------------------------------------------------------------------------------------------------------ Earnings from Continuing Operations 4,548 2,286 16,719 9,665 Provision for Loss Related to Discontinued Operation (less applicable income tax benefit of $461) -- (Note) -- -- -- (839) - ------------------------------------------------------------------------------------------------------------------------ Net Earnings $ 4,548 $ 2,286 $ 16,719 $ 8,826 - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ Earnings Per Share from Continuing Operations $ 0.32 $ 0.16 $ 1.19 $ 0.71 Loss Per Share Related to Discontinued Operation -- -- -- (0.06) - ------------------------------------------------------------------------------------------------------------------------ Net Earnings Per Share $ 0.32 $ 0.16 $ 1.19 $ 0.65 - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ Number of Shares Included in Per Share Computation 14,185 13,861 14,105 13,569 - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------
NOTE: In the first quarter of 1994, the Company made a provision for estimated losses of $1,300, less applicable income tax effect of $461, related to a discontinued operation. This provision was prompted by claims and expenses growing out of environmental contamination and other claims related to the discontinued operation. The environmental contamination occurred before 1980 at an operation acquired by BMC in 1983 and disposed of in 1986. Page 16 BMC INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands)
September 30 December 31 ------------ ----------- ASSETS 1995 1994 - ----------------------------------------------------------------------------------------------------------------------- Current Assets Cash and cash equivalents $ 18,901 $ 14,327 Trade accounts and notes receivable, net of allowances 25,998 24,564 Inventories 32,289 28,792 Deferred income taxes 3,980 5,914 Other current assets 5,368 5,221 - ----------------------------------------------------------------------------------------------------------------------- Total Current Assets 86,536 78,818 - ----------------------------------------------------------------------------------------------------------------------- Property, Plant and Equipment 156,867 130,622 Less Accumulated Depreciation 89,424 80,764 -------- -------- Property, Plant and Equipment - Net 67,443 49,858 -------- -------- Deferred Income Taxes 3,428 3,297 Other Assets - Net 7,954 6,713 - ----------------------------------------------------------------------------------------------------------------------- Total Assets $165,361 $138,686 - ----------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY - ----------------------------------------------------------------------------------------------------------------------- Current Liabilities Accounts payable $ 13,905 $ 12,090 Income taxes payable 7,925 5,514 Accrued expenses and other liabilities 23,652 22,445 - ----------------------------------------------------------------------------------------------------------------------- Total Current Liabilities 45,482 40,049 - ----------------------------------------------------------------------------------------------------------------------- Other Liabilities 18,917 15,835 Deferred Income Taxes 866 1,014 Stockholders' Equity Common stock 52,038 51,156 Other (1,242) (1,263) Retained earnings 43,472 27,559 Cumulative translation adjustment 5,828 4,336 - ----------------------------------------------------------------------------------------------------------------------- Total Stockholders' Equity 100,096 81,788 - ----------------------------------------------------------------------------------------------------------------------- Total Liabilities and Stockholders' Equity $165,361 $138,686 - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
Page 17 EX-28.3 6 EXHIBIT 28.3 Contact: Michael P. Hawks (NYSE-BMC) (612) 851-6030 FOR IMMEDIATE RELEASE BMC ANNOUNCES QUARTERLY DIVIDEND September 8, 1995--Minneapolis, Minnesota--BMC Industries, Inc. today announced that its Board of Directors has approved a continuation of its quarterly cash dividend of two cents per share. Shareholders of record as of September 20, 1995 will receive a dividend of two cents for each share owned on that date, to be paid on October 4, 1995. BMC Industries, Inc. is one of the world's largest manufacturers of aperture masks for color picture tubes used in televisions and computer monitors. The Company is also a leading producer of polycarbonate, glass and plastic eyewear lenses. BMC's common stock is traded on the New York Stock Exchange under the symbol BMC. Page 18 -----END PRIVACY-ENHANCED MESSAGE-----