<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1995
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 1-5483
WHITEHALL CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 41-0838460
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
2659 NOVA DRIVE, DALLAS, TEXAS
Mailing Address: P.O. Box 29709, Dallas, Texas 75229
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code 214-247-8747
N/A
(Former name, former address and former fiscal year, if changed since last
report)
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 the past 90 days.
Yes X No
--- ---
Number of shares outstanding of each of the issuer's classes of common stock,
as of June 30, 1995
Common Stock, $0.10 par value: 2,718,300
<PAGE> 2
INDEX
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED JUNE 30, 1995
WHITEHALL CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
June 30, 1995 and December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . 1
Condensed Consolidated Statements of Operations
Three and six months ended June 30, 1995 and 1994 . . . . . . . . . . . . . . . . 2
Consolidated Statements of Cash Flows
Six months ended June 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . 3
Notes to Condensed Consolidated Financial Statements
June 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Item 2. Management`s Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . 9
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
WHITEHALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS - (UNAUDITED)
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 1995 1994
---------- ----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $6,383,000 $9,456,000
Accounts receivable, net 14,407,000 6,431,000
Inventories:
Finished products 1,090,000 966,000
Products in process 942,000 782,000
Materials and supplies 5,228,000 4,556,000
---------- ----------
7,260,000 6,304,000
Prepaid expenses and other 425,000 582,000
---------- ----------
TOTAL CURRENT ASSETS 28,475,000 22,773,000
PROPERTY, PLANT AND EQUIPMENT 25,707,000 26,396,000
Less allowances for depreciation and amortization (18,961,000) (20,012,000)
---------- ----------
6,746,000 6,384,000
NOTES RECEIVABLE 2,000,000 2,500,000
NOTES RECEIVABLE FROM EMPLOYEES 578,000 556,000
---------- ----------
TOTAL ASSETS $37,799,000 $32,213,000
=========== ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $8,291,000 $4,298,000
Accrued environmental costs 757,000 736,000
---------- ----------
TOTAL CURRENT LIABILITIES 9,048,000 5,034,000
NON-CURRENT LIABILITIES 390,000 190,000
SHAREHOLDERS' EQUITY
Common stock, $.10 par value:
Authorized shares - 5,000,000
Issued shares (1995 - 3,798,956; 1994 - 3,787,956) 380,000 379,000
Additional paid-in capital 1,328,000 1,200,000
Retained earnings 42,798,000 41,555,000
---------- ----------
44,506,000 43,134,000
Less treasury shares at cost
(1995 - 1,080,656 ; 1994 - 1,080,656) (16,145,000) (16,145,000)
---------- ----------
28,361,000 26,989,000
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $37,799,000 $32,213,000
=========== ============
</TABLE>
See notes to condensed consolidated financial statements.
1
<PAGE> 4
WHITEHALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - (UNAUDITED)
<TABLE>
<CAPTION>
For the Three For the Six
Months Ended Months Ended
June 30, June 30,
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net Sales
Products $4,304,000 $2,004,000 $8,191,000 $3,708,000
Services 9,700,000 7,229,000 20,112,000 11,079,000
---------- ---------- ---------- ----------
14,004,000 9,233,000 28,303,000 14,787,000
Cost of Sales
Products 3,367,000 1,411,000 6,539,000 2,679,000
Services 8,506,000 6,417,000 17,805,000 10,118,000
---------- ---------- ---------- ----------
11,873,000 7,828,000 24,344,000 12,797,000
---------- ---------- ---------- ----------
GROSS PROFIT 2,131,000 1,405,000 3,959,000 1,990,000
Operating expenses:
Selling, general and administrative 1,398,000 1,139,000 2,655,000 2,722,000
Research and development 0 1,122,000 4,000 1,678,000
---------- ---------- ---------- ----------
Total operating expenses 1,398,000 2,261,000 2,659,000 4,400,000
INCOME/(LOSS) FROM OPERATIONS 733,000 (856,000) 1,300,000 (2,410,000)
Other income, net 147,000 572,000 336,000 1,167,000
---------- ---------- ---------- ----------
INCOME/(LOSS) BEFORE INCOME TAXES 880,000 (284,000) 1,636,000 (1,243,000)
Income tax (206,000) 0 (393,000) 0
---------- ---------- ---------- ----------
NET INCOME/(LOSS) $674,000 ($284,000) $1,243,000 ($1,243,000)
========== ========== ========== ==========
PRIMARY
NET INCOME/(LOSS) PER SHARE $0.25 ($0.11) $0.46 ($0.46)
========== ========== ========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE> 5
WHITEHALL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
<TABLE>
<CAPTION>
For the
Six Months Ended
June 30,
1995 1994
---------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $1,243,000 ($1,243,000)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 488,000 501,000
Gain on sale of fixed assets (290,000) (511,000)
Accounts receivable, net (7,976,000) (4,323,000)
Recoverable Federal income taxes 0 3,910,000
Inventories (956,000) 134,000
Prepaid expenses and other 157,000 1,278,000
Accounts payable and accrued liabilities 3,993,000 1,217,000
Accrued environmental costs 21,000 110,000
Non-current liabilities 200,000 (50,000)
---------- ------------
Total adjustments (4,363,000) 2,266,000
---------- ------------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (3,120,000) 1,023,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales of marketable securities 0 4,464,000
Capital expenditures (933,000) (170,000)
Notes receivable 478,000 (1,921,000)
Proceeds from sale of fixed assets 373,000 712,000
---------- ------------
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (82,000) 3,085,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock from exercise of stock options 129,000 0
Purchase of treasury stock 0 (174,000)
---------- ------------
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 129,000 (174,000)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (3,073,000) 3,934,000
---------- ------------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD $9,456,000 $5,325,000
---------- ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $6,383,000 $9,259,000
========== ============
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 6
WHITEHALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
JUNE 30, 1995
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. Certain reclassifications have been made to
1994 amounts to conform with the 1995 presentation. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three and six month periods ending June 30, 1995, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1995. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994.
NOTE B - NOTES RECEIVABLE
During 1994, the Company obtained 40% ownership of a joint venture
involved in the development of aircraft- related technology and advanced the
venture $2 million. The Company obtained a promissory note for the advance.
The principal balance of the promissory note accrues interest at a maximum rate
of 5%, and the principal balance together with accrued interest are due January
5, 1999. The note is secured by certain assets of the joint venture. During
the first six months of 1995 the Company advanced the joint venture an
additional $1,020,000. This amount is included in accounts receivable.
NOTE C - COMMITMENTS AND CONTINGENCIES
On May 10, 1991, an action was filed in the District Court of Dallas
County, Texas by Lee D. Webster, former Chairman, Chief Executive Officer and
President of Whitehall, against the Company, each of its directors (other than
Mr. Webster) and Cambridge Capital Fund, L.P., alleging, among other things,
that (i) the defendants' actions, both individually and in concert, constituted
willful interference with Mr. Webster's employment relationship with the
Company and were the direct cause of Mr. Webster's termination as its President
and Chairman of the Board, and (ii) that the defendants' actions forced Mr.
Webster into retirement without providing Mr. Webster with retirement benefits
which Mr. Webster was purportedly promised. On August 17, 1994, the defendants
were granted a partial summary judgment. On October 24, 1994, Mr. Webster
filed a third amended petition and alleged the following causes of action:
Tortious interference with contractual relations against Cambridge Capital
Fund, L.P., and directors George F. Baker and John J. McAtee; intentional
infliction of emotional distress, and breach of oral contract. The third
amended petition sought compensatory and punitive damages in excess of $35
million. On January 12, 1995 the Court entered an abatement on one of the
breach of oral contract claims against the Company and entered a summary
judgment, in favor of the defendants, on all remaining claims alleged by Mr.
Webster. The Company anticipates that Mr. Webster will appeal the summary
judgment when it becomes a final judgment. Management intends to vigorously
defend any appeal.
On September 22, 1992, Mr. Webster filed an action in the District
Court of Dallas County, Texas, against First City, Texas-Dallas, the Company
and an employee of the Company. As receiver for First City, Texas-Dallas, the
Federal Deposit Insurance Corporation intervened and removed this case to the
U.S. District Court for the Northern District of Texas. The petition alleged,
among other things, that (i) the Company interfered with Mr. Webster's existing
and prospective contractual relationship with the employee and First City, a
national banking institution; (ii) the Company has converted to its own use the
employee's Company stock which allegedly was owned by Mr. Webster; (iii) the
Company, First City and the employee conspired to commit fraud against Mr.
Webster; and
4
<PAGE> 7
WHITEHALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)- (CONTINUED)
NOTE C - COMMITMENTS AND CONTINGENCIES (CONTINUED)
(iv) the actions of the Company, First City, and the employee were
intentionally done to cause Mr. Webster emotional distress. The petition
sought, among other things, not less than $1 million in compensatory damages,
not less than $5 million in exemplary damages and not less than $1 million as
damages for emotional distress. By orders dated June 2, 1994 and June 20,
1994, the Company was granted a summary judgment on all claims alleged by Mr.
Webster. The Company anticipates that Mr. Webster will appeal the summary
judgment when it becomes a final judgment. Management intends to vigorously
defend any appeal.
Aero has been subject to Environmental Protection Agency ("EPA")
regulations at the Lake City, Florida facility. The Company does not anticipate
any material direct effects upon earnings and competitive position of the
Company from compliance with present Federal, State and local provisions which
have been enacted or adopted regulating the discharge of materials into the
environment, or otherwise relating to the protection of the environment. The
Company does expect, however, that compliance with such regulations will
require, from time to time, both increased operating costs and capital
expenditures. As of June 30, 1995 and December 31, 1994, the Company had
reserved approximately $757,000 and $736,000 respectively for anticipated
environmental remediation costs at the Aero facility. The increase in the
reserve resulted from accruals partially offset by expenditures made according
to the closure permit approved by the Florida Department of Environmental
Protection (FDEP). Other remaining costs to be incurred will include testing
and monitoring to be performed over a 20 to 30 year period. Actual costs to be
incurred in future periods may vary from the estimate, given the inherent
uncertainties in evaluating environmental exposures. These uncertainties
include the extent of required remediation based on testing and evaluation not
yet completed and the varying costs and effectiveness of remediation methods.
To comply with the financial assurances required by the FDEP, the Company
requested and a bank issued a standby letter of credit in favor of the FDEP.
This letter of credit meets all conditions required by the FDEP.
The Company is also involved in certain legal proceedings in the
normal course of its business.
After consultation with counsel, management is of the opinion that the
outcome of the above-mentioned proceedings will not have a material effect on
the financial position or results of operations of the Company.
5
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OPERATING RESULTS
Whitehall Corporation's consolidated sales for the three months ended
June 30, 1995 were $14,004,000, a 52% increase over the second quarter of
1994. Sales for the second quarter of 1995 increased by 34% in the Aircraft
Maintenance segment, 171% in the Ocean Systems segment and increased by 18% in
the Electronics segment. Aircraft Maintenance sales reflect additional
commercial aircraft maintenance work. The increase in sales in the Ocean
Systems segment is primarily attributable to new product sales.
The Company recorded income from operations of $733,000 in the second
quarter of 1995 compared to a loss of $856,000 in the same period of 1994. The
Aircraft Maintenance segment reported operating income of $564,000 for the
second quarter of 1995 compared to an operating loss of $236,000 for the same
period of 1994. The improvement in the Aircraft Maintenance segment resulted
primarily from stringent cost control coupled with an increase in sales volume.
The Ocean Systems segment recorded an operating profit of $282,000 for the
second quarter of 1995 compared to an operating loss of $1,090,000 for the same
period of 1994. The Ocean System segment's improved performance resulted
primarily from new product sales and lower research and development
expenditures. The Electronics segment's operating profit totaled $157,000 for
the second quarter of 1995 compared to an operating profit of $129,000 for the
same period of 1994.
Other income decreased to $147,000 in the second quarter of 1995
compared to $572,000 in the same period of 1994. Other income for the second
quarter of 1995 consists primarily of interest earned on invested cash offset
by other expenses. The same period of 1994 included interest earned on
invested cash and gain on the sale of idle assets.
Whitehall Corporation's consolidated sales for the six months ended
June 30, 1995 were $28,303,000, a 91% increase over the same period of 1994.
Sales for the first half of 1995 increased by 82% in the Aircraft Maintenance
segment, 202% in the Ocean Systems segment and increased by 7% in the
Electronics segment. Aircraft Maintenance sales reflect additional commercial
aircraft maintenance work. The increase in sales in the Ocean Systems segment
is primarily attributable to new product sales.
The Company recorded income from operations of $1,300,000 in the first
six months of 1995 compared to a loss of $2,410,000 in the same period of 1994.
The Aircraft Maintenance segment reported operating income of $1,065,000 for
the first half of 1995 compared to an operating loss of $940,000 for the same
period of 1994. The improvement in the Aircraft Maintenance segment resulted
primarily from stringent cost control coupled with an increase in sales volume.
The Oceans Systems segment recorded an operating profit of $373,000 for the
first six months of 1995 compared to an operating loss of $2,019,000 for the
same period of 1994. The Ocean System segment's improved performance resulted
primarily from new product sales and lower research and development
expenditures. The Electronics segment's operating profit totaled $318,000 for
the first half of 1995 compared to an operating profit of $295,000 for the same
period of 1994.
Other income decreased to $336,000 in the first six months of 1995
compared to $1,167,000 in the same period of 1994. Other income for the first
half of 1995 consists primarily of interest earned on invested cash offset by
other expenses. The same period of 1994 included interest earned on Federal
Income Tax refunds, invested cash and gain on sale of idle assets.
FINANCIAL CONDITION
During the first six months of 1995, cash used in operations totaled
$3,120,000, as compared to cash provided by operations of $1,023,000 in the
same period of 1994. The Company's capital expenditures totaled $933,000
during the first six months of 1995 compared to $170,000 during the same period
of 1994.
Cash and cash equivalents decreased during the first half of 1995 by
$3,073,000, primarily as a result of the cash used by operations and capital
expenditures.
6
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
Accounts receivable increased by $7,976,000 during the first six
months of 1995 as a result of the increase in sales volume in the Aircraft
Maintenance and Ocean Systems segments. Inventory and accounts payable also
increased as a result of the increased activity.
During the first half of 1995 the Company did not acquire any
additional shares of its common stock. At June 30, 1995 there were
approximately 121,100 additional shares available for repurchase under the
Company's current repurchase authorization. The Company may continue to
acquire stock as market conditions warrant.
At June 30, 1995 the Company's consolidated firm backlog totaled
$18,595,000 compared to $21,874,000 at December 31, 1994.
7
<PAGE> 10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information contained in Item 3 of the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1994, is incorporated herein by
reference.
On May 10, 1991, an action was filed in the District Court of Dallas
County, Texas by Lee D. Webster, former Chairman, Chief Executive Officer and
President of Whitehall, against the Company, each of its directors (other than
Mr. Webster) and Cambridge Capital Fund, L.P., alleging, among other things,
that (i) the defendants' actions, both individually and in concert, constituted
willful interference with Mr. Webster's employment relationship with the
Company and were the direct cause of Mr. Webster's termination as its President
and Chairman of the Board, and (ii) that the defendants' actions forced Mr.
Webster into retirement without providing Mr. Webster with retirement benefits
which Mr. Webster was purportedly promised. On August 17, 1994, the defendants
were granted a partial summary judgment. On October 24, 1994, Mr. Webster
filed a third amended petition and alleged the following causes of action:
Tortious interference with contractual relations against Cambridge Capital
Fund, L.P., and directors George F. Baker and John J. McAtee; intentional
infliction of emotional distress, and breach of oral contract. The third
amended petition sought compensatory and punitive damages in excess of $35
million. On January 12, 1995 the Court entered an abatement on one of the
breach of oral contract claims against the Company and entered a summary
judgment, in favor of the defendants, on all remaining claims alleged by Mr.
Webster. The Company anticipates that Mr. Webster will appeal the summary
judgment when it becomes a final judgment. Management intends to vigorously
defend any appeal.
On September 22, 1992, Mr. Webster filed an action in the District
Court of Dallas County, Texas, against First City, Texas-Dallas, the Company
and an employee of the Company. As receiver for First City, Texas-Dallas, the
Federal Deposit Insurance Corporation intervened and removed this case to the
U.S. District Court for the Northern District of Texas. The petition alleged,
among other things, that (i) the Company interfered with Mr. Webster's existing
and prospective contractual relationship with the employee and First City, a
national banking institution; (ii) the Company has converted to its own use the
employee's Company stock which allegedly was owned by Mr. Webster; (iii) the
Company, First City and the employee conspired to commit fraud against Mr.
Webster; and (iv) the actions of the Company, First City, and the employee were
intentionally done to cause Mr. Webster emotional distress. The petition
sought, among other things, not less than $1 million in compensatory damages,
not less than $5 million in exemplary damages and not less than $1 million as
damages for emotional distress. By orders dated June 2, 1994 and June 20,
1994, the Company was granted a summary judgment on all claims alleged by Mr.
Webster. The Company anticipates that Mr. Webster will appeal the summary
judgment when it becomes a final judgment. Management intends to vigorously
defend any appeal.
8
<PAGE> 11
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant held its Annual Meeting of Stockholders on May 1, 1995
in Dallas, Texas. Stockholders re- elected George F. Baker, Bruce C. Conway,
Arthur H. Hutton, John J. McAtee, Jr., Jack S. Parker, Lewis S. White and John
H. Wilson, III as directors of the Company to serve until the next Annual
Meeting of Stockholders. Voting results are presented below. Stockholders also
ratified the appointment of Arthur Andersen LLP, certified public accountants,
as auditors of the Company for the fiscal year ending December 31, 1995
(2,223,443 votes for, 15,124 votes against and 3,472 votes abstaining).
<TABLE>
<CAPTION>
Votes Votes Votes
Name For Against Abstaining
---- --- ------- ----------
<S> <C> <C> <C>
Geroge F. Baker 2,203,658 15,974 22,407
Bruce C. Conway 2,203,658 15,974 22,407
Arthur H. Hutton 2,203,638 15,994 22,407
John J. McAtee, Jr. 2,203,658 15,974 22,407
Jack S. Parker 2,203,458 16,174 22,407
Lewis S. White 2,202,958 16,674 22,407
John H. Wilson, III 2,203,658 15,974 22,407
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following Exhibit is included herein:
(11) Statement re: computation of earnings per share
The Registrant did not file any reports on Form 8-K during the three
months ended June 30, 1995.
9
<PAGE> 12
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.
WHITEHALL CORPORATION
<TABLE>
<S> <C>
Date August 14, 1995 By /s/ G. F. Baker
----------------------------- ------------------------------------
George F. Baker, President
Date August 14, 1995 By /s/ E. F. Campbell, III
----------------------------- ------------------------------------
E. Forrest Campbell, III, Treasurer
</TABLE>
10
<PAGE> 1
(11)--STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
For the For the
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- -------------------------
1995 1994 1995 1994
--------- ---------- --------- -----------
<S> <C> <C> <C> <C>
Primary
Average shares outstanding 2,708,838 2,693,100 2,707,946 2,695,834
========= ========== ========= ===========
Net Income/(Loss) $674,000 ($284,000) $1,243,000 ($1,243,000)
========= ========== ========= ===========
Primary
Net Income/(Loss) per share $0.25 ($0.11) $0.46 ($0.46)
========= ========== ========= ===========
</TABLE>
Common stock options are not included in earnings per share computations
since their effect is not significant or is antidilutive.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000106827
<NAME> WHITEHALL CORPORATION
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> MAR-31-1995
<CASH> 6,383,000
<SECURITIES> 0
<RECEIVABLES> 14,407,000
<ALLOWANCES> 0
<INVENTORY> 7,260,000
<CURRENT-ASSETS> 28,475,000
<PP&E> 25,707,000
<DEPRECIATION> 18,961,000
<TOTAL-ASSETS> 37,799,000
<CURRENT-LIABILITIES> 9,048,000
<BONDS> 0
<COMMON> 380,000
0
0
<OTHER-SE> 44,126,000
<TOTAL-LIABILITY-AND-EQUITY> 37,799,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 2,659,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,636,000
<INCOME-TAX> (393,000)
<INCOME-CONTINUING> 1,243,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,243,000
<EPS-PRIMARY> 0.46
<EPS-DILUTED> 0.46
</TABLE>
