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, 1994.
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934. For the Transition Period from N/A to .
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Commission File No. 1-8467
BMC INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
MINNESOTA 41-0169210
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(State of Incorporation) (IRS Employer Identification No.)
TWO APPLETREE SQUARE, MINNEAPOLIS, MINNESOTA 55425
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(Address of Principal Executive Offices) (Zip Code)
(612) 851-6000
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(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
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BMC Industries, Inc. has outstanding 13,344,842 shares of common stock as of
November 9, 1994. There is no other class of stock outstanding.
Page 1 of 14.
Exhibit Index Begins at Page 9.
PART I FINANCIAL INFORMATION
BMC INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands)
Item 1: Financial Statements
September 30 December 31
ASSETS 1994 1993
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Current Assets
Cash and cash equivalents $ 8,630 $ 10,927
Trade accounts and notes receivable,
net of allowances 24,778 22,711
Inventories - Note 7 29,672 27,278
Deferred income taxes 2,783 4,051
Other current assets 5,540 6,547
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Total Current Assets 71,403 71,514
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Property, Plant and Equipment 129,878 116,990
Less Accumulated Depreciation 85,064 73,985
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Property, Plant and Equipment - Net 44,814 43,005
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Deferred Income Taxes 7,853 8,095
Other Assets - Net 7,950 7,698
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Total Assets $132,020 $130,312
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current Liabilities
Current portion of long-term debt $ 19 $ 8,914
Accounts payable 13,013 9,828
Income taxes payable 6,362 3,976
Accrued expenses 19,745 14,279
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Total Current Liabilities 39,139 36,997
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Long-Term Debt 52 18,333
Other Liabilities 15,617 15,237
Deferred Income Taxes 909 845
Stockholders' Equity
Common stock 50,626 43,611
Other (1,165) (1,097)
Retained earnings 22,487 13,928
Cumulative translation adjustment 4,355 2,458
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Total Stockholders' Equity 76,303 58,900
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Total Liabilities and Stockholders' Equity $132,020 $130,312
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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
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1994 1993 1994 1993
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Revenues
Net sales of primary products $53,488 $44,558 $159,434 $138,902
Equipment and technology sales 491 650 4,256 1,604
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Total revenues 53,979 45,208 163,690 140,506
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Operating Costs and Expenses
Cost of sales of primary products 45,593 39,421 133,155 118,282
Cost of equipment and technology sales 201 301 3,145 577
Selling 2,038 1,818 6,140 5,784
Administrative 994 729 3,049 2,826
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Total operating costs and expenses 48,826 42,269 145,489 127,469
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Income from Operations 5,153 2,939 18,201 13,037
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Other Income and (Expense)
Interest expense (1,240) (1,149) (3,052) (3,829)
Interest income 168 44 379 159
Other (36) 72 (19) 65
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Earnings from Continuing Operations before Income Taxes
and Cumulative Effect of Accounting Changes 4,045 1,906 15,509 9,432
Income Tax Provision 1,759 419 5,844 2,722
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Earnings from Continuing Operations before Cumulative
Effect of Accounting Changes 2,286 1,487 9,665 6,710
Provision for Loss Related to Discontinued Operation (less
applicable income tax benefit of $461)--(Note 5) -- -- (839) --
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Earnings Before Cumulative Effect of Accounting Changes 2,286 1,487 8,826 6,710
Cumulative Effect of Accounting Changes (Note 6) -- -- -- 12,131
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Net Earnings $ 2,286 $ 1,487 $ 8,826 $ 18,841
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Earnings Per Share from Continuing Operations $ 0.16 $ 0.12 $ 0.71 $ 0.55
Loss Per Share Related to Discontinued Operation -- -- (.06) --
Cumulative Effect of Accounting Changes -- -- -- 0.99
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Net Earnings Per Share $ 0.16 $ 0.12 $ 0.65 $ 1.54
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Number of Shares Included in Per Share Computation 13,861 12,594 13,569 12,264
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Dividends Declared Per Share $ 0.02 $ -- $ 0.02 $ --
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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
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1994 1993
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Net Cash Provided by (Used in) Operating Activities
Net earnings $ 8,826 $ 18,841
Depreciation and amortization 6,660 6,322
Effect of accounting changes 0 (12,131)
Changes in operating assets and liabilities 9,201 2,468
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Total 24,687 15,500
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Net Cash Provided by (Used in) Investing Activities
Additions to property, plant and equipment (6,709) (5,916)
Other 6 (16)
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Total (6,703) (5,932)
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Net Cash Provided by (Used in) Financing Activities
Decrease in short-term borrowings (23) (194)
Repayment of long-term debt(1) (22,534) (13,129)
Common stock issued(1) 2,036 753
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Total (20,521) (12,570)
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Effect of Exchange Rate Changes on Cash and Cash Equivalents 240 (56)
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Net Increase (Decrease) in Cash and Cash Equivalents (2,297) (3,058)
Cash and Cash Equivalents at Beginning of Period 10,927 9,376
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Cash and Cash Equivalents at End of Period $ 8,630 $ 6,318
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<FN>
(1) IN 1994, IN ADDITION TO THE LONG-TERM DEBT REPAYMENT AND COMMON
STOCK ISSUANCE SHOWN ABOVE, $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,
1994, and the results of operations and the cash flows for the periods
ended September 30, 1994 and 1993. Such adjustments are of a normal
recurring nature. Certain items in the financial statements for the period
ended September 30, 1993 have been reclassified to conform to the
presentation for the period ended September 30, 1994. The results of
operations for the three-month and nine-month periods ended September 30,
1994 are not necessarily indicative of the results to be expected for the
full year. The balance sheet at December 31, 1993 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, 1993.
2. Retirement of Long-Term Debt
In the third quarter of 1994, the Company repaid all of its outstanding
senior, subordinated and industrial development revenue bond debt.
3. Exercise of Warrants by Warrant Holders
In the third quarter of 1994, all remaining holders of warrants to purchase
the Company's common stock exercised their warrants. As a result, the
Company issued 445,605 shares of its common stock to warrant holders.
During the nine months ended September 30, 1994, all holders of warrants
exercised their warrants resulting in the issuance of 965,514 shares of
common stock.
4. Stock Split
On August 15, 1994, the Company declared a two-for-one stock split.
Shareholders of record on August 25, 1994, received one additional share of
common stock for each common share owned on that date. As a result, the
number of outstanding shares and earnings per share for prior periods
presented have been restated to reflect the split.
Page 5
5. 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.
6. Accounting Changes
Effective January 1, 1993, the Company changed its method of accounting for
income taxes as required by Financial Accounting Standards Board Statement
No. 109, ACCOUNTING FOR INCOME TAXES. As permitted under the new rules,
prior years' financial statements were not restated. The cumulative effect
of adopting Statement No. 109 as of January 1, 1993, was to increase net
income by $12,855 or $1.05 per share. The principal change affecting the
Company under Statement No. 109 is a change in the recognition and
measurement criteria with respect to deferred tax assets.
Also effective January 1, 1993, the Company adopted Financial Accounting
Standards Board Statement No. 106, EMPLOYERS' ACCOUNTING FOR POSTRETIREMENT
BENEFITS OTHER THAN PENSIONS. The cumulative effect of adopting Statement
No. 106 was to decrease net income by $724, net of tax, or $.06 per share.
Under the new rules the Company accrues the expected cost of providing
postretirement benefits other than pensions during the years that eligible
employees render service.
7. Inventories September 30, 1994 December 31, 1993
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Raw materials $11,921 $8,543
Work in process 4,984 4,559
Finished goods 12,767 14,176
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Total Inventories $29,672 $27,278
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8. 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, 1994,
the contract was 11.5% complete. No change has been made in the estimate
of costs to complete the contract.
9. Earnings Per Share
Primary earnings per share is computed using the weighted average number of
common and common equivalent shares outstanding during the period. Common
stock equivalents include dilutive stock options and warrants using the
treasury stock method. Fully diluted earnings per share did not differ
significantly from primary earnings per share in both years.
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, 1994 AND 1993
Total revenues for the third quarter of 1994 increased by $8.8 million or 19%
from the third quarter of 1993. Net sales of primary products increased $8.9
million or 20% from the third quarter of 1993. Net sales of the Precision
Imaged Products group increased by 33% due primarily to an improvement in sales
mix related to increased sales of larger-sized and invar color television
aperture masks. Net sales of the Optical Products group increased 2% due
primarily to an increase in unit sales of polycarbonate eyewear lenses partially
offset by a decline in sales of hard resin plastic eyewear lenses.
Cost of sales of primary products was 85.2% of net sales for the third quarter
of 1994, compared to 88.5% in the same period of 1993. The improvement occurred
in both groups and was due primarily to improved sales mix and enhanced
manufacturing efficiencies.
Net interest expense for the third quarter of 1994 declined by $33,000 in
comparison to the prior year's third quarter. This was due primarily to lower
average debt balances in the third quarter of 1994, largely offset by charges
associated with the prepayment of the Company's long-term debt.
The provision for income taxes was 43.5% of pre-tax income in the third quarter
of 1994 compared to 22.0% for the same period in 1993. The Company anticipates
that its effective tax rate for the total year of 1994 will be in the
approximate range of 37% to 41%.
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993
Total revenues for the first nine months of 1994 increased $23.2 million or 17%
over the first nine months of 1993. Net sales of primary products increased
$20.5 million or 15% . Net sales of the Precision Imaged Products group
increased by 19% due primarily to an improvement in sales mix related to
increased sales of larger-sized and invar color television aperture masks. Net
sales of the Optical Products group increased 8%, due primarily to an increase
in unit sales of polycarbonate eyewear lenses.
Cost of sales of primary products was 83.5% of net sales in the first nine
months of 1994 compared to 85.2% in the same period of 1993. The improvement
occurred throughout the Company and was due primarily to improved sales mix and
enhanced manufacturing efficiencies.
Net interest expense declined by $997,000 in the first nine months of 1994
compared to the same period in 1993, due to lower average debt balances,
partially offset by charges associated with prepayment of the Company's long
term debt.
The provision for income taxes was 37.7% of pre-tax income in the first nine
months of 1994 compared to 28.9% for the same period in 1993. The Company
anticipates that its effective tax rate for the total year of 1994 will be in
the approximate range of 37% to 41%.
Page 7
FINANCIAL POSITION AND LIQUIDITY
Cash and cash equivalent balances declined by $2.3 million during the first nine
months of 1994, due primarily to prepayment of substantially all of the
Company's debt and capital expenditures, partially offset by collections on an
equipment contract, the exercise of warrants and a net reduction in
non-cash/non-debt working capital. Working capital was $32.3 million at
September 30, 1994, compared to $34.5 million at December 31, 1993. The current
ratio was 1.8 at September 30, 1994, compared with 1.9 at December 31, 1993.
Total debt was $71,000 at September 30, 1994, compared to $27.2 million at
December 31, 1993. The ratio of total liabilities to equity declined to 0.7 at
September 30, 1994 compared to 1.2 at December 31, 1993.
The Company had $41.8 million available for short-term borrowing under domestic
and foreign bank lines at September 30, 1994. As of September 30, 1994, the
Company had commitments of $5.1 million for capital purchases.
Management believes that sufficient cash can be generated through operations and
borrowings to finance the Company's short and long-term cash needs.
Page 8
PART II. OTHER INFORMATION.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS
28.1 News Release, dated October 18, 1994, announcing third
quarter 1994 operating results. . . Filed herewith, page
10.
28.2 News Release, dated September 1, 1994, announcing
retirement of all debt and declaration of cash dividend
. . . Filed herewith,
28.3 News Release, dated August 15, 1994, announcing
declaration of a 2-for-1 stock split . . . Filed herewith,
Page 14.
(b) REPORTS ON FORM 8-K.
The Company did not file any reports on Form 8-K during the
quarter ended September 30, 1994.
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.
/s/ Terry R. Nygaard
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Terry R. Nygaard
Controller (Principal Accounting Officer)
Dated: November 11, 1994.
Page 9