<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
For the quarterly period ended April 3, 1998
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------ ------------
COMMISSION FILE NUMBER 1-333-36675
BURKE INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 94-3081144
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2250 SOUTH TENTH STREET
SAN JOSE, CALIFORNIA 95112
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 297-3500
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, as amended, during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No .
--- ---
As of May 14, 1998, the number of shares outstanding of the Registrant's
Common Stock was 3,857,000.
<PAGE>
BURKE INDUSTRIES, INC.
QUARTERLY REPORT ON FORM 10-Q
INDEX
PART I FINANCIAL INFORMATION PAGE NUMBER
------ --------------------- -----------
Item 1 Financial Statements
Condensed Consolidated Statements of Operations
for the three months ended April 3, 1998 and
April 4, 1997 (unaudited) 3
Condensed Consolidated Balance Sheets as of
April 3, 1998 (unaudited) and January 2, 1998 4
Condensed Consolidated Statements of Cash Flows
for the three months ended April 3, 1998 and
April 4, 1997 (unaudited) 5
Notes to Condensed Consolidated Financial
Statements (unaudited) 6-7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-10
PART II OTHER INFORMATION
------- -----------------
Item 1 Legal Proceedings 11
Item 2 Changes in Securities 11
Item 4 Submission of Matters to a Vote of Security
Holders 11
Item 6 Exhibits and Reports on Form 8-K 11
Signature 12
Page 2
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BURKE INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
For the Three Month Period Ended
--------------------------------
April 3, 1998 April 4, 1997
--------------------------------
(Unaudited)
<S> <C> <C>
Net sales. . . . . . . . . . . . . . . . . . . . . . . . . . $ 22,943 $ 23,124
Costs and expenses:
Cost of sales . . . . . . . . . . . . . . . . . . . . . 16,180 16,419
Selling, general and administrative . . . . . . . . . . 3,256 3,182
---------- ----------
Income from operations . . . . . . . . . . . . . . . . . . . 3,507 3,523
Interest expense, net. . . . . . . . . . . . . . . . . . . . 2,787 498
---------- ----------
Income before income tax provision . . . . . . . . . . . . . 720 3,025
Income tax provision . . . . . . . . . . . . . . . . . . . . 288 1,209
---------- ----------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . $ 432 $ 1,816
---------- ----------
---------- ----------
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these statements.
Page 3
<PAGE>
BURKE INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
January 2, 1998
(Derived from
April 3, 1998 audited financial
(Unaudited) statements)
------------- -----------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . $ 3,884 $ 11,563
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . -- 1,070
Trade accounts receivable, less allowance of
$476 as of 4/3/98 and $334 as of 1/2/98 . . . . . . . . . 12,561 11,186
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . 12,747 11,187
Other current assets. . . . . . . . . . . . . . . . . . . . . 4,406 5,540
--------- ---------
Total current assets. . . . . . . . . . . . . . . . . . . 33,598 40,546
--------- ---------
Property, plant and equipment. . . . . . . . . . . . . . . . . . 25,975 25,556
Accumulated depreciation and amortization. . . . . . . . . . . . 10,893 10,536
--------- ---------
Net property, plant and equipment. . . . . . . . . . . . . . . . 15,082 15,020
--------- ---------
Goodwill, net. . . . . . . . . . . . . . . . . . . . . . . . . . 1,456 1,465
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . 5,779 5,806
--------- ---------
Total assets. . . . . . . . . . . . . . . . . . . . . . . $ 55,915 $ 62,837
--------- ---------
--------- ---------
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Trade accounts payable and accrued expenses. . . . . . . . . . . $ 5,054 $ 5,489
Other current liabilities. . . . . . . . . . . . . . . . . . . . 6,460 13,379
--------- ---------
Total current liabilities. . . . . . . . . . . . . . . . . . . . 11,514 18,868
Senior notes . . . . . . . . . . . . . . . . . . . . . . . . . . 110,000 110,000
Other noncurrent liabilities . . . . . . . . . . . . . . . . . . 4,311 4,311
Preferred stock, no par value; 50,000 shares authorized;
30,000 Redeemable Series A shares designated;
16,000 Redeemable Series A shares issued and outstanding;
5,000 Redeemable Series B shares designated;
2,000 Redeemable Series B shares issued and outstanding . . . 16,652 16,148
Shareholders' equity (deficit):
Class A common stock, no par value:
Authorized shares - 20,000,000
Issued and outstanding shares - 3,857,000 . . . . . . . . 25,464 25,464
Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . (112,026) (111,954)
--------- ---------
Total shareholders' equity (deficit). . . . . . . . . . . . . (86,562) (86,490)
--------- ---------
Total liabilities and shareholders' equity (deficit). . . $ 55,915 $62,837
--------- ---------
--------- ---------
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these statements.
Page 4
<PAGE>
BURKE INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
For the Three Month Period Ended
--------------------------------
April 3, 1998 April 4, 1997
---------------------------------
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 432 $ 1,816
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Depreciation and amortization:
Property, plant and equipment. . . . . . . . . . . . . . . . . . . . . 357 340
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 9
Other adjustments to reconcile net income to net cash (used in)
provided by operating activities . . . . . . . . . . . . . . . . . . . (5,073) (3,093)
--------- -------
Net cash (used in) provided by operating activities. . . . . . . . . . . . (4,275) (928)
INVESTING ACTIVITIES . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of property, plant and equipment . . . . . . . . . . . . . . . . (419) (419)
FINANCING ACTIVITIES . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,070 --
Borrowings of long-term debt . . . . . . . . . . . . . . . . . . . . . . . -- 2,029
Repayments and settlement of long-term debt and capital lease obligations. -- (587)
Payable to shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . (3,934) --
Deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . (121) --
Other financing activities . . . . . . . . . . . . . . . . . . . . . . . . -- (95)
--------- -------
Net cash provided by (used in) financing activities. . . . . . . . . . . . (2,985) 1,347
--------- -------
Change in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,679) --
Cash at beginning of period. . . . . . . . . . . . . . . . . . . . . . . . 11,563 --
--------- -------
Cash at end of period. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,884 $ --
--------- -------
--------- -------
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these statements.
Page 5
<PAGE>
BURKE INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements of the
Company have been prepared without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. The condensed
consolidated balance sheet as of January 2, 1998 was derived from audited
financial statements. The accompanying condensed consolidated financial
statements should be read in conjunction with the audited consolidated
financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the fiscal year ended January 2, 1998.
The financial information included herein reflects all adjustments
(consisting of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the results for the interim
period. The results of operations for the three months ended April 3, 1998
are not necessarily indicative of the results to be expected for the full
year.
The Company uses a 52 to 53-week fiscal year ending on the Friday
closest to December 31. The Company also follows a thirteen week quarterly
cycle. The three-month periods ended on April 4, 1997 and April 3, 1998.
As of January 1, 1998, the Company adopted Statement of Financial
Accounting No. 130, "Reporting Comprehensive Income" (FAS 130) which
establishes new rules for the reporting and display of comprehensive income
and its components. The adoption of FAS 130 had no impact on the Company's
net income or shareholders' equity.
2. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
April 3, 1998 January 2, 1998
-------------------------------
(In thousands)
<S> <C> <C>
Raw materials. . . . . . . . . . . $ 5,458 $ 4,626
Work-in-process. . . . . . . . . . 2,150 1,593
Finished goods . . . . . . . . . . 5,139 4,968
------------- ----------
$ 12,747 $ 11,187
------------- ----------
------------- ----------
</TABLE>
3. SUBSEQUENT EVENTS
On April 21, 1998, the Company acquired all of the issued and
outstanding capital stock of Mercer Products Company, Inc. ("Mercer"), from
Sovereign Specialty Chemicals, Inc., for an aggregate purchase price of
$35,750,000, subject to working capital adjustments.
Financing for this acquisition and related expenses was provided, in
large part, from the sale of $30 million principal amount of Floating
Interest Rate Senior Notes Due 2007 ("Senior Notes"). The
Page 6
<PAGE>
BURKE INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
balance of the financing was provided with $3.0 million from the sale of
3,000 shares of the Company's 6% Series C Cumulative Convertible Preferred
Stock and cash on hand.
The Senior Notes mature on August 15, 2007, with interest on the notes
payable semi-annually on February 15 and August 15, commencing August 15,
1998. The Senior Notes bear interest at a rate per annum equal to LIBOR plus
400 basis points, with the interest rate reset semiannually. The Senior
Notes are unconditionally guaranteed on a joint and several basis by each of
the Company's subsidiaries, including Mercer. Upon a change of control of
the Company, the Company will be required to make an offer to repurchase all
outstanding Senior Notes at 101% of the aggregate principal amount thereof
plus accrued and unpaid interest thereon at the date of repurchase.
The Company also amended its existing bank credit facility to increase
the revolving credit facility from $15 million to $25 million and revise
certain of its restrictive covenants.
Page 7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
Company's Unaudited Condensed Consolidated Financial Statements and Notes
thereto included elsewhere in this Quarterly Report on Form 10-Q.
This Report contains certain forward-looking statements and information
relating to the Company that are based on the beliefs of management as well
as assumptions made by and information currently available to management.
The words "anticipates," "believes," "estimates," "expects," "plans,"
"intends" and similar expressions, as they relate to the Company or its
management, are intended to identify forward-looking statements. Such
statements reflect the current views of the Company, with respect to future
events and are subject to certain risks, uncertainties and assumptions, that
could cause actual results to differ materially from those expressed in any
forward-looking statement, including, without limitation: competition from
other manufacturers in the Company's aerospace, flooring or commercial
product lines, loss of key employees, general economic conditions and adverse
factors impacting the aerospace industry such as changes in government
procurement policies. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those described herein as anticipated, believed,
estimated or expected. The Company does not intend to update these
forward-looking statements.
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTH PERIOD ENDED APRIL 3, 1998 VERSUS THE THREE MONTH
PERIOD ENDED APRIL 4, 1997
The Company operates within two industry segments, organic rubber/vinyl
products and silicone rubber products, and is organized into three product
groups: (i) aerospace products, which produces precision silicone seals and
other products used on commercial and military aircraft; (ii) flooring
products, which produces and distributes rubber and vinyl cove base and other
floor covering accessory products; and (iii) commercial products, which
produces various intermediate and finished silicone and organic rubber
products.
The following table sets forth certain income statement information for
the Company for the three month period ended April 3, 1998 compared to the
same period in 1997:
<TABLE>
<CAPTION>
FISCAL FIRST QUARTER
------------------------------------------------------
PERCENTAGE OF PERCENTAGE OF
1998 NET SALES 1997 NET SALES
------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales
Aerospace products. . . . . . . . . . . . $ 9,551 41.6% $ 7,911 34.2%
Flooring products . . . . . . . . . . . . 5,842 25.5% 5,893 25.5%
Commercial products . . . . . . . . . . . 7,550 32.9% 9,320 40.3%
------- ---- ------- ----
Net sales. . . . . . . . . . . . . . . . . . 22,943 100.0% 23,124 100.0%
Cost of sales. . . . . . . . . . . . . . . . 16,180 70.5% 16,419 71.0%
------- ---- ------- ----
Gross profit . . . . . . . . . . . . . . . . 6,763 29.5% 6,705 29.0%
Selling, general and
administrative expenses . . . . . . . . . 3,256 14.2% 3,182 13.8%
------- ---- ------- ----
Income from operations . . . . . . . . . . . 3,507 15.3% 3,523 15.2%
Interest expense . . . . . . . . . . . . . . 2,787 12.1% 498 2.1%
------- ---- ------- ----
Income before income tax provision . . . . . 720 3.2% 3,025 13.1%
Income tax provision . . . . . . . . . . . . 288 1.3% 1,209 5.2%
------- ---- ------- ----
Net income . . . . . . . . . . . . . . . . . $ 432 1.9% $ 1,816 7.9%
------- ---- ------- ----
</TABLE>
Page 8
<PAGE>
NET SALES. Total net sales decreased 0.8%, from $23.1 million for the
three month period ended April 4, 1997 to $22.9 million for the same period
in 1998. Aerospace products sales grew 20.7%, from $7.9 million for the
three month period ended April 4, 1997 to $9.6 million for the same period in
1998, due to increased commercial aircraft build rates. Flooring products
sales decreased 0.9%, from $5.9 million for the three month period ended
April 4, 1997 to $5.8 million for the same period in 1998, due to the impact
of weather-related delays in general construction activity in the western
part of the United States. Commercial products sales decreased 19.0%, from
$9.3 million for the three month period ended April 4, 1997 to $7.5 million
for the same period in 1998, primarily because the first quarter of 1997
included a liner project order that favorably affected results for that
period.
COST OF SALES. Cost of sales decreased 1.5%, from $16.4 million for the
three month period ended April 4, 1997 to $16.2 million in for the same
period in 1998. As a percentage of net sales, gross profit increased from
29.0% for the three month period ended April 4, 1997 to 29.5% for the same
period in 1998. The increase in profit percentage was primarily due to the
fact that membrane products, which have a lower gross profit margin that the
Company's other product lines, constituted a smaller portion of total net
sales for the three month period ended April 3, 1998 compared to the same
period in 1997.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and
administrative expenses increased 2.3%, from $3.2 million for the three month
period ended April 4, 1997 to $3.3 million for the same period in 1998. The
increase was due to general cost increases.
INCOME FROM OPERATIONS. As a result of the above factors, income from
operations was unchanged, at $3.5 million for the three month periods ended
April 3, 1998 and April 4, 1997. As a percentage of net sales, income from
operations increased from 15.2% for the three month period ended April 4,
1997 to 15.3% for the same period in 1998.
INTEREST EXPENSE. Interest expense increased from $0.5 million for the
three month period ended April 4, 1997 to $2.8 million for the same period in
1998. The increase was due to the issuance of an aggregate principle amount
of $110.0 million Senior Notes due 2007 on August 20, 1997.
NET INCOME. As a result of the above factors, net income decreased from
$1.8 million for the three month periods ended April 4, 1997 to $0.4 million
for the same period in 1998.
INCOME TAX PROVISION
For the three month period ended April 3, 1998, the Company recorded an
income tax provision of 40.0%, which represents the effective tax rate
projected for the full fiscal year 1998. This effective tax rate differs
from the federal statutory rate primarily due to state income taxes (net of
federal benefit) and is consistent with the effective tax rate for the three
month period ended April 4, 1997.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW. The Company's principal uses of cash are to finance working
capital and capital expenditures related to asset acquisitions and internal
growth.
CAPITAL REQUIREMENTS. On a consolidated basis, the Company expects to
spend approximately $2.0 million during fiscal 1998 on capital expenditures
not directly related to acquisitions. Cash flow from operations, to the
extent available, may also be used to fund a portion of any acquisition
expenditures. The Company actively seeks acquisition opportunities, and the
Company intends to seek additional capital as necessary to fund potential
acquisitions through one or more funding sources that may include borrowings
under the existing or new credit facilities.
SOURCES OF CAPITAL. On April 21, 1998, the Company acquired all of the
issued and outstanding capital stock of Mercer Products Company, Inc.
("Mercer"), from Sovereign Specialty Chemicals, Inc., for an aggregate
purchase price of $35,750,000, subject to working capital adjustments.
Page 9
<PAGE>
Financing for this acquisition and related expenses was provided, in
large part, from the sale of (the "Offering") $30 million principal amount of
Floating Interest Rate Senior Notes Due 2007 ("Senior Notes"). The balance
of the financing was provided with $3.0 million from the sale of 3,000 shares
of the Company's 6% Series C Cumulative Convertible Preferred Stock and cash
on hand.
The Senior Notes mature on August 15, 2007, with interest on the notes
payable semi-annually on February 15 and August 15, commencing August 15,
1998. The Senior Notes bear interest at a rate per annum equal to LIBOR plus
400 basis points, with the interest rate reset semiannually. The Senior
Notes are unconditionally guaranteed on a joint and several basis by each of
the Company's subsidiaries, including Mercer. Upon a change of control of
the Company, the Company will be required to make an offer to repurchase all
outstanding Senior Notes at 101% of the aggregate principal amount thereof
plus accrued and unpaid interest thereon at the date of repurchase.
Contemporaneously with the acquisition of Mercer, the Company amended
its existing Loan and Security Agreement, as amended from time to time, with
NationsBank, N.A., as administrative agent, and other lending institutions
party thereto (the "Credit Agreement") to, among other things, (i) increase
the Company's borrowing capacity from $15.0 million to $25.0 million (as
amended, the "Credit Facility") (ii) add Mercer as a Borrowing Subsidiary (as
defined in the Credit Agreement), (iii) increase certain of the baskets
contained in the restrictive covenants to reflect the increased size of the
Company after the closing of the acquisition of Mercer (the "Mercer
Acquisition") and (iv) waive any default or event of default that may
otherwise have resulted from the consummation of the Offering and the Mercer
Acquisition.
The Credit Facility matures in August 2002. Interest on loans under the
Credit Facility bear interest at rates based upon either, at the Company's
option, Eurodollar Rates plus a margin of 2.5% or upon the Prime Rate. Loans
under the Credit Facility are secured by security interests in substantially
all of the assets of the Company and are guaranteed by any and all current or
future subsidiaries of the Company, which guarantees are secured by
substantially all of the assets of such subsidiaries. The Credit Facility
contains customary covenants restricting the Company's ability to, among
other things, incur additional indebtedness, create liens or other
encumbrances, pay dividends or make other restricted payments, make
investments, loans and guarantees or sell or otherwise dispose of a
substantial portion of assets to, or merge or consolidate with, another
entity. The Credit Facility also contains a number of financial covenants
that will require the Company to meet certain financial ratios and tests and
provides that a change of control of the Company (as defined in the Credit
Facility) will constitute an event of default.
The Company anticipates that its principal use of cash on a going
forward basis will be working capital requirements, debt service requirements
and capital expenditures as well as expenditures relating to new acquisitions
and integrating such acquired businesses. Based upon current and anticipated
levels of operations, the Company believes that its cash flow from
operations, together with amounts available under the Credit Facility, will
be adequate to meet its anticipated requirements for the foreseeable future
for working capital, capital expenditures and interest payments.
Page 10
<PAGE>
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
A lawsuit has been filed by a former shareholder against the
Company and certain of its current and former officers and directors.
The former shareholder is asserting various claims in connection with
the Company's repurchase of such shareholder's shares prior to the
time the Company entered into an Agreement and Plan of Merger pursuant
to which the Company was recapitalized and all shares of the Company's
common stock, other than those retained by certain members of
management and certain other shareholders, were converted into the
right to receive cash based upon a formula. The Company believes that
such claims are without merit and intends to vigorously defend such
action.
ITEM 2. CHANGES IN SECURITIES.
In connection with the Offering in April 1998, pursuant to a
consent solicitation (the "Consent Solicitation"), the Company
obtained the consents (the "Consent") of holders of its outstanding
10% Senior Notes due 2007 (the "Existing Notes") to certain proposed
amendments (the "Amendments") to the indenture pursuant to which the
Existing Notes were issued between the Company and the United States
Trust Company of New York (the "Existing Indenture") which, among
other things, (i) permitted the issuance of the Senior Notes and
permitted the incurrence of indebtedness represented by the Senior
Notes, (ii) increased certain of the permitted indebtedness and
permitted investment baskets contained in the indebtedness and
restricted payment covenants in the Existing Indenture, (iii) modified
the lien covenant to enhance the Company's ability to use existing
assets as collateral for new financings and (iv) made certain other
amendments of a non-substantive nature to the Existing Indenture.
Pursuant to the Consent Solicitation, the Company made certain
payments to holders thereof who properly furnished their Consents to
the Amendments on a timely basis.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
As described in Item 2 above, in connection with the Offering,
pursuant to the Consent Solicitation, the Company solicited the
Consent of holders of its Existing Notes to the Amendments to the
Existing Indenture. See Part II, Item 2.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS. No exhibits are required to be filed with this
Quarterly Report on Form 10-Q for the quarter ended April 3, 1998.
(b) REPORT ON FORM 8-K. The Registrant did not file any Current
Reports on Form 8-K during the quarter ended April 3, 1998. The
Registrant did, however, file a Current Report on Form 8-K on May 5,
1998.
Page 11
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BURKE INDUSTRIES, INC.
Dated: May 15, 1998 By: /s/ DAVID E. WORTHINGTON
-----------------------------
David E. Worthington
Vice President-Finance
Page 12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-01-1999
<PERIOD-START> JAN-03-1998
<PERIOD-END> APR-03-1998
<CASH> 3,884
<SECURITIES> 0
<RECEIVABLES> 13,037
<ALLOWANCES> 476
<INVENTORY> 12,747
<CURRENT-ASSETS> 33,598
<PP&E> 25,975
<DEPRECIATION> 10,893
<TOTAL-ASSETS> 55,915
<CURRENT-LIABILITIES> 11,514
<BONDS> 110,000
16,652
0
<COMMON> 25,464
<OTHER-SE> (112,026)
<TOTAL-LIABILITY-AND-EQUITY> 55,915
<SALES> 22,943
<TOTAL-REVENUES> 0
<CGS> 16,180
<TOTAL-COSTS> 16,180
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,787
<INCOME-PRETAX> 720
<INCOME-TAX> 288
<INCOME-CONTINUING> 3,507
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 432
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
