<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, 1996
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)
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)
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, 1996
-------------
Common Stock, $0.10 par value: 2,747,800
---------
<PAGE> 2
INDEX
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED JUNE 30, 1996
WHITEHALL CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
June 30, 1996 and December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . 1
Condensed Consolidated Statements of Operations
Three and six months ended June 30, 1996 and 1995 . . . . . . . . . . . . . . . . 2
Consolidated Statements of Cash Flows
Six months ended June 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . 3
Notes to Condensed Consolidated Financial Statements
June 30, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 1996 1995
- ------ =========== ===========
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 4,681,000 $ 7,382,000
Accounts receivable, net 18,548,000 17,397,000
Inventories:
Finished products 2,427,000 2,849,000
Products in process 820,000 75,000
Materials and supplies 6,137,000 4,213,000
----------- -----------
9,384,000 7,137,000
----------- -----------
Prepaid expenses and other 827,000 397,000
----------- -----------
TOTAL CURRENT ASSETS 33,440,000 32,313,000
PROPERTY, PLANT AND EQUIPMENT 26,462,000 25,181,000
Less allowances for depreciation and amortization (18,782,000) (18,312,000)
----------- -----------
7,680,000 6,869,000
NOTES RECEIVABLE 2,000,000 2,000,000
----------- -----------
TOTAL ASSETS $43,120,000 $41,182,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 8,758,000 $ 9,104,000
Accrued environmental costs 449,000 625,000
Federal income tax liability 1,155,000 1,186,000
----------- -----------
TOTAL CURRENT LIABILITIES 10,362,000 10,915,000
NON-CURRENT LIABILITIES 133,000 168,000
SHAREHOLDERS' EQUITY
Common stock, $.10 par value:
Authorized shares - 5,000,000
Issued shares (1996 - 3,828,456; 1995 - 3,798,956) 382,000 380,000
Additional paid-in capital 1,691,000 1,360,000
Retained earnings 46,697,000 44,504,000
----------- -----------
48,770,000 46,244,000
Less treasury shares at cost
(1996 and 1995- 1,080,656) (16,145,000) (16,145,000)
----------- -----------
32,625,000 30,099,000
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $43,120,000 $41,182,000
=========== ===========
</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,
1996 1995 1996 1995
============= =========== =========== ===========
<S> <C> <C> <C> <C>
Net Sales
Products $ 974,000 $ 4,304,000 $ 3,487,000 $ 8,191,000
Services 19,247,000 9,700,000 36,921,000 20,112,000
----------- ----------- ----------- -----------
20,221,000 14,004,000 40,408,000 28,303,000
Cost of Sales
Products 710,000 3,367,000 2,657,000 6,539,000
Services 16,632,000 8,506,000 31,780,000 17,805,000
----------- ----------- ----------- -----------
17,342,000 11,873,000 34,437,000 24,344,000
----------- ----------- ----------- -----------
GROSS PROFIT 2,879,000 2,131,000 5,971,000 3,959,000
Operating expenses:
Selling, general and administrative 1,543,000 1,398,000 3,077,000 2,659,000
----------- ----------- ----------- -----------
Total operating expenses 1,543,000 1,398,000 3,077,000 2,659,000
INCOME FROM OPERATIONS 1,336,000 733,000 2,894,000 1,300,000
Other income, net 375,000 147,000 428,000 336,000
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES 1,711,000 880,000 3,322,000 1,636,000
Income tax (582,000) (206,000) (1,129,000) (393,000)
----------- ----------- ----------- -----------
NET INCOME $ 1,129,000 $ 674,000 $ 2,193,000 $ 1,243,000
=========== =========== =========== ===========
NET INCOME PER SHARE $0.40 $0.25 $0.77 $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,
1996 1995
========== ==========
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $2,193,000 $1,243,000
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 470,000 488,000
Gain on sale of fixed assets 0 (290,000)
Accounts receivable, net (1,151,000) (7,976,000)
Inventories (2,247,000) (956,000)
Prepaid expenses and other (430,000) 157,000
Accounts payable and accrued liabilities (377,000) 3,993,000
Accrued environmental costs (176,000) 21,000
Non-current liabilities (35,000) 200,000
---------- ----------
Total adjustments (3,946,000) (4,363,000)
---------- ----------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (1,753,000) (3,120,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,281,000) (933,000)
Notes receivable 0 478,000
Proceeds from sale of fixed assets 0 373,000
---------- ----------
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (1,281,000) (82,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock from exercise of stock options 333,000 129,000
---------- ----------
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 333,000 129,000
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2,701,000) (3,073,000)
---------- ----------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD $7,382,000 $9,456,000
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $4,681,000 $6,383,000
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 6
WHITEHALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
JUNE 30, 1996
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. 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, 1996, are not necessarily indicative of the
results that may be expected for the year ending December 31, 1996. 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, 1995.
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
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) 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 contracts.
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 the defendants' favor on all remaining claims alleged by Mr.
Webster. On February 26, 1996, the Court granted a summary judgment in favor
of the defendants on Mr. Webster's remaining claim and entered a take nothing
final judgment which dismissed all of Mr. Webster's claims with prejudice to
refiling. On March 26, 1996, Mr. Webster appealed the final judgment to the
Dallas Court of Appeals. Management intends to vigorously defend the appeal.
On September 22, 1992, Mr. Webster filed an action in the District
Court of Dallas County, Texas, against First City, Texas-Dallas ("First City"),
the Company and a former employee of the Company. As receiver for First City,
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 former
employee and First City, a national
4
<PAGE> 7
NOTE C - COMMITMENTS AND CONTINGENCIES - (CONTINUED)
banking institution; (ii) the Company has converted to its own use the former
employee's Company stock which allegedly was owned by Mr. Webster; (iii) the
Company, First City and the former employee conspired to commit fraud against
Mr. Webster; and (iv) the actions of the Company, First City, and the former
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. On July 31, 1995, the Court entered a final judgment disposing
of all claims alleged against all parties. Mr. Webster appealed the final
judgment to the United States Court of Appeals for the Fifth Circuit. On June
10, 1996 the United States Court of Appeals for the Fifth Circuit affirmed the
lower Court ruling.
Aero is taking remedial action pursuant to Environmental Protection
Agency ("EPA") regulations at the Lake City, Florida facility. The Company
does not anticipate any material direct effects upon the 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 which may be substantial.
As of June 30, 1996 and December 31, 1995, the Company had reserved
approximately $449,000 and $625,000 respectively for anticipated environmental
remediation costs at the Aero facility. The decrease in accrued environmental
remediation costs was due to expenditures. 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.
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, 1996 were $20,221,000, a 44% increase over the sales reported in the
second quarter of 1995. Compared to the second quarter of 1995, sales for the
second quarter of 1996 increased by 98% in the Aircraft Maintenance segment,
decreased by 97% in the Ocean Systems segment and decreased by 1% in the
Electronics segment. Aircraft Maintenance sales reflect additional commercial
aircraft maintenance work. The decrease in sales in the Ocean Systems segment
is primarily attributable to contract completions and the lack of follow-on
contracts. Since the Company has decided to focus its resources in the
Aircraft Maintenance segment, expenditures in the Ocean Systems segment will be
minimized while the Company seeks a buyer or joint venture partner for
Hydroscience, Inc.
The Company recorded income from operations of $1,336,000 in the
second quarter of 1996, an increase of 82% compared to $733,000 in the same
period of 1995. The Aircraft Maintenance segment reported operating income of
$1,987,000 for the second quarter of 1996 compared to operating income of
$816,000 for the same period of 1995. The improvement in the Aircraft
Maintenance segment resulted primarily from the increase in sales volume. The
Ocean Systems segment recorded an operating loss of $221,000 for the second
quarter of 1996 compared to operating income of $387,000 for the same period of
1995. The Ocean System segment's profitability declined as result of the
reduction in sales. The Electronics segment's operating income totaled
$206,000 for the second quarter of 1996 compared to operating income of
$181,000 for the same period of 1995. Corporate office expense totaled
$636,000 for the second quarter of 1996 compared to $651,000 for the same
period of 1995.
Other income totaled $375,000 in the second quarter of 1996 compared
to $147,000 in the same period of 1995. Other income for the second quarter of
1996 consists primarily of joint venture income and interest earned on invested
cash offset by other expenses. Other income for the same period of 1995
consists primarily of interest earned on invested cash offset by other
expenses.
The Company's consolidated sales for the six months ended June 30,
1996 totaled $40,408,000, a 43% increase over sales in the same period of 1995.
Compared to the first half of 1995, sales for the first half of 1996 increased
by 84% in the Aircraft Maintenance segment, decreased by 71% in the Ocean
Systems segment and decreased by 4% in the Electronics segment. Aircraft
Maintenance sales reflect additional commercial aircraft maintenance work. The
decrease in sales in the Ocean Systems segment is primarily attributable to
contract completions and the lack of follow-on contracts.
The Company recorded income from operations of $2,894,000 in the first
six months of 1996 compared to income from operations of $1,300,000 in the same
period of 1995. The Aircraft Maintenance segment reported income from
operations of $4,005,000 in the first six months of 1996 compared to income
from operations of $1,569,000 in the same period of 1995.The improvement in the
Aircraft Maintenance segment resulted primarily from the increase in sales
volume. The Ocean Systems segment reported a loss from operations of $246,000
for the first six months of 1996 compared to income from operations of $583,000
for the same period of 1995. The deterioration in the Ocean Systems
profitability is primarily attributable to the decline in sales. The
Electronics segment's income from operations totaled $337,000 for the first six
months of 1996 compared to $366,000 for the same period of 1995. Corporate
office expenses totaled $1,202,000 for the first six months of 1996 compared to
$1,218,000 for the same period of 1995.
Other income totaled $428,000 for the first half of 1996 and consisted
primarily of joint venture income and interest earned from invested cash offset
by other expenses. Other income for the first six months of 1995 totaled
$336,000 and consisted primarily of interest earned from invested cash offset
by other expenses.
FINANCIAL CONDITION
Cash and cash equivalents decreased during the first half of 1996 by
$2,701,000, 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)
During the first half of 1996, cash used in operations totaled
$1,753,000, compared to cash used in operations of $3,120,000 in the same
period of 1995. The cash used in operations was a result of the increase in
accounts receivable and inventories. Accounts receivable increased by
$1,151,000 and inventories increased by $2,247,000 during the first six months
of 1996 primarily as a result of the increase in activity in the Aircraft
Maintenance segment. The Company's capital expenditures totaled $1,281,000
during the first six months of 1996 compared to $933,000 during the same period
of 1995. The 1995 capital expenditures were offset by collections of $478,000
on notes receivable and $373,000 of proceeds from the sale of fixed assets.
The Company believes its cash balances and line of credit facility are
sufficient to meet its short and long-term capital requirements.
During the first half of 1996 the Company did not acquire any
additional shares of its common stock. At June 30, 1996 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, 1996 the Company's consolidated firm backlog totaled
$42,127,000 compared to $65,800,000 at December 31, 1995. This backlog is not
indicative of sales for the coming year as some portion of the backlog relates
to work to be performed beyond 1996. In addition, the backlog is based on
management's estimate of work to be performed in accordance with customer
supplied aircraft input dates which are subject to change by the customer. The
backlog figure does not include any drop-in aircraft nor contracts for which
the Company is currently bidding.
Recently, third party aircraft maintenance providers including
AeroCorp, have been under intense scrutiny by the FAA. AeroCorp has
successfully met or exceeded all mandated safety and hazardous materials
standards and has received extremely positive marks from its various FAA and
customer inspection teams.
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, 1995, 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) 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 contracts.
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 the defendants' favor on all remaining claims alleged by Mr.
Webster. On February 26, 1996, the Court granted a summary judgment in favor
of the defendants on Mr. Webster's remaining claim and entered a take nothing
final judgment which dismissed all of Mr. Webster's claims with prejudice to
refiling. On March 26, 1996, Mr. Webster appealed the final judgment to the
Dallas Court of Appeals. Management intends to vigorously defend the appeal.
On September 22, 1992, Mr. Webster filed an action in the District
Court of Dallas County, Texas, against First City, Texas-Dallas ("First City"),
the Company and a former employee of the Company. As receiver for First City,
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 former
employee and First City, a national banking institution; (ii) the Company has
converted to its own use the former employee's Company stock which allegedly
was owned by Mr. Webster; (iii) the Company, First City and the former employee
conspired to commit fraud against Mr. Webster; and (iv) the actions of the
Company, First City, and the former 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. On July 31,
1995, the Court entered a final judgment disposing of all claims alleged
against all parties. Mr. Webster has appealed the final judgment to the United
States Court of Appeals for the Fifth Circuit. On June 10, 1996 the United
States Court of Appeals for the Fifth Circuit affirmed the lower Court ruling.
8
<PAGE> 11
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant held its Annual Meeting of Stockholders on May 13, 1996
in Lake City, Florida. 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 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, as auditors of the
Company for the fiscal year ending December 31, 1996 (2,287,938 votes for, 780
votes against and 2,903 votes abstaining).
<TABLE>
<CAPTION>
Name Votes For Votes Against Votes Abstaining
---- --------- ------------- ----------------
<S> <C> <C> <C>
George F. Baker 2,282,561 750 8,310
Bruce C. Conway 2,282,561 750 8,310
Arthur H. Hutton 2,282,561 750 8,310
John J. McAtee,Jr. 2,282,561 750 8,310
Jack S. Parker 2,282,561 750 8,310
Lewis S. White 2,282,561 750 8,310
John H. Wilson 2,282,561 750 8,310
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following Exhibits are included herein:
(11) Statement re: computation of earnings per share
(27) Financial Data Schedule
The Registrant did not file any reports on Form 8-K during the three
months ended June 30, 1996.
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
Date August 14, 1996 By /s/ John H. Wilson
----------------------------- -------------------------------------
John H. Wilson, President
Date August 14, 1996 By /s/ E. F. Campbell,
----------------------------- -------------------------------------
E. Forrest Campbell, Treasurer
10
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
11 Statement re: Computation of earnings per share
27 Financial Data Schedule
</TABLE>
<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,
======================== ===========================
1996 1995 1996 1995
---------- --------- ----------- -----------
<S> <C> <C> <C> <C>
Average shares outstanding 2,847,473 2,708,838 2,841,251 2,707,946
========== ========= ========== ==========
Net Income $1,129,000 $674,000 $2,193,000 $1,243,000
========== ========= ========== ==========
Net Income per share $0.40 $0.25 $0.77 $0.46
========== ========= ========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 4,681,000
<SECURITIES> 0
<RECEIVABLES> 18,548,000
<ALLOWANCES> 0
<INVENTORY> 9,384,000
<CURRENT-ASSETS> 33,440,000
<PP&E> 26,462,000
<DEPRECIATION> 18,782,000
<TOTAL-ASSETS> 43,120,000
<CURRENT-LIABILITIES> 10,362,000
<BONDS> 0
<COMMON> 382,000
0
0
<OTHER-SE> 48,388,000
<TOTAL-LIABILITY-AND-EQUITY> 43,120,000
<SALES> 20,221,000
<TOTAL-REVENUES> 20,221,000
<CGS> 17,342,000
<TOTAL-COSTS> 1,543,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,711,000
<INCOME-TAX> (582,000)
<INCOME-CONTINUING> 1,129,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,129,000
<EPS-PRIMARY> 0.40
<EPS-DILUTED> 0.40
</TABLE>
