UNITED STATES 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 September 30, 1997
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)
972-247-8747
Registrant's Telephone Number, Including Area Code
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
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the close of the latest practicable date.
Class Outstanding at November 12, 1997
Common Stock, $0.10 par value 5,530,000 Shares
<PAGE>
INDEX
QUARTERLY REPORT ON FORM 10-Q
For Quarter Ended September 30, 1997
WHITEHALL CORPORATION AND SUBSIDIARIES
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
September 30, 1997 and December 31, 1996 3
Condensed Consolidated Statements of Operations
Three and nine months ended September 30, 1997
and 1996 4
Consolidated Statements of Cash Flows
Three and nine months ended September 30, 1997
and 1996 5
Notes to Condensed Consolidated Financial Statements
September 30, 1997 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
Certain items in the report that follows are marked with an asterisk ("*"),
indicating that they are subject to the "Safe Harbor" Statement under the
Private Securities Litigation Reform Act of 1995 found on page 11 of this
report.
<PAGE>
PART I - FINANCIAL INFORMATION
<TABLE>
WHITEHALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS - (UNAUDITED)
September 30, December 31,
ASSETS 1997 1996
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 1050000 $ 2656000
Accounts receivable, net 21086000 18461000
Income taxes receivable 4352000 458000
Current portion of notes receivable 141000 0
Inventories:
Finished products 0 1175000
Products in process 0 5000
Materials and supplies 6091000 5260000
Total Inventories 6091000 6440000
Prepaid expenses and other 631000 656000
TOTAL CURRENT ASSETS 33351000 28671000
INVESTMENT IN CAPITAL STOCK OF AFFILIATE 140000 4611000
PROPERTY, PLANT AND EQUIPMENT 29532000 22192000
Less allowances for depreciation and amortization -11711000 -12538000
17821000 9654000
NOTES RECEIVABLE 2723000 2000000
$ 54035000 $ 44936000
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 9162000 $ 6239000
Notes payable to bank 9848000 2550000
Long term debt due in one year 280000 280000
Accrued environmental costs 272000 379000
Federal income tax liability 0 0
TOTAL CURRENT LIABILITIES 19562000 9448000
NON-CURRENT LIABILITIES 4930000 117000
LONG TERM DEBT 334000 546000
SHAREHOLDERS' EQUITY
Common stock, $.10 par value:
Authorized shares - 20,000,000
Issued shares (1997 - 7,691,312; 1996 - 7,666,712) 770000 767000
Additional paid-in capital 1914000 1766000
Retained earnings 42670000 48437000
45354000 50970000
Less treasury shares at cost
(1997 and 1996 - 2,161,312) -16145000 -16145000
29209000 34825000
$ 54035000 $ 44936000
See notes to condensed consolidated financial statements
</TABLE>
<PAGE>
<TABLE>
WHITEHALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - (UNAUDITED)
For the Three Months Ended For the Nine Months Ended
September 30, September 30, September 30, September 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net Sales
Services $ 14256000 $ 15555000 $ 46170000 $ 52476000
Products 0 763000 672000 4250000
14256000 16318000 46842000 56726000
Cost of Sales
Services 21211000 13293000 47302000 45073000
Products 0 828000 411000 3485000
21211000 14121000 47713000 48558000
GROSS PROFIT(LOSS) -6955000 2197000 -871000 8168000
Operating expenses:
Selling, general and
administrative 1784000 1206000 4648000 4283000
Total operating expenses 1784000 1206000 4648000 4283000
INCOME/(LOSS) FROM
OPERATIONS -8739000 991000 -5519000 3885000
Other income, net -4980000 807000 -4093000 1234000
INCOME/(LOSS) BEFORE INCOME
TAXES -13719000 1798000 -9612000 5119000
Income tax -5488000 611000 -3845000 1740000
NET INCOME/(LOSS) $ -8231000 $ 1187000 $ -5767000 $ 3379000
NET INCOME/(LOSS) PER
SHARE $ -1.44 $ 0.21 $ -1.01 $ 0.59
WEIGHTED AVERAGE SHARES
OUTSTANDING 5725815 5694946 5739509 5682502
1996 amounts have been adjusted for the two-for-one stock split paid during April of 1997.
See notes to condensed consolidated financial statements
</TABLE>
<PAGE>
<TABLE>
WHITEHALL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
For the Nine Months Ended
September 30, September 30,
1997 1996
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income(Loss) $ -5767000 $ 3379000
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation and amortization 1071000 758000
Gain on sale of Electronics segment -727000 0
Loss on writedown of investment in affiliate 4500000 0
Equity in earnings of equity investment -29000 0
Changes in assets and liabilities net of
sale of Electronics segment:
Accounts receivable, net -3030000 392000
Income taxes receivable -3894000 0
Inventories -748000 -3261000
Prepaid expenses and other -8000 -155000
Accounts payable and other accrued liabilities 2748000 -3292000
Accrued environmental costs -107000 -92000
Non-current liabilities -77000 -54000
Net cash used in operating activities -6068000 -2325000
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures -2995000 -2791000
Purchase of investments 0 -990000
Cash paid to purchase a subsidiary -1500000 0
Proceeds from sale of Electronics segment 1720000 0
Net cash used in investing activities -2775000 -3781000
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in bank line of credit loan, net of repayments 7298000 0
Payments on long-term debt -212000 0
Net proceeds from the exercise of stock options 151000 333000
Net cash provided by financing activities 7237000 333000
NET DECREASE IN CASH AND CASH EQUIVALENTS -1606000 -5773000
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2656000 7382000
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1050000 $ 1609000
See notes to condensed consolidated financial statements
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
WHITEHALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 1997
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with Form 10-Q instructions and thus
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 considered necessary for a fair
presentation have been included.
Operating results for the three and nine month periods ending September
30, 1997, are not necessarily indicative of the results that may be
expected for the entire year.
During February of 1997, the Financial Accounting Standards Board
issued SFAS No. 128, Earnings per Share, which will become effective
for all financial statements issued for periods ending after December
15, 1997, including interim periods. SFAS No. 128 provides for the
presentation of basic and diluted earnings per share on the face of the
financial statements and supersedes Accounting Principles Board (APB)
Opinion No. 15, Earnings per Share. SFAS No. 128 requires the
restatement of earnings per share for prior periods presented after its
effective date. SFAS No. 128 does not have a material effect upon the
three and nine month periods ended September 30, 1997 and September 30,
1996. However, the impact on other prior periods has not yet been
determined.
Net income per share is computed by dividing net earnings by the
weighted average number of shares of common stock outstanding during
the three and nine months ending September 30, 1997 after giving effect
to the equivalent shares which are issuable upon the exercise of stock
options determined by the treasury stock method in accordance with APB
No. 15.
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, 1996.
2. Notes Receivable
During 1994, the Company obtained 40% ownership of a joint venture
involved in the development of aircraft-related technology for an
initial investment of $1,000. The Company accounts for its investment
in the joint venture under the equity method. In 1994, the Company
obtained a promissory note for an advance of $2,000,000 to the joint
venture. 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 1997, 1996 and 1995 the
Company advanced an additional $476,000, $75,000 and $1,020,000 to the
joint venture, net of repayments. These advances are included in
accounts receivable.
3. 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
<PAGE>
PART I - FINANCIAL INFORMATION
WHITEHALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 1997
3. Commitments and Contingencies - Continued
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 has vigorously defended the appeal.
A subsidiary of the Company, Aero Corporation ("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 capital expenditures,
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 September 30, 1997 and
December 31, 1996, the Company had reserved approximately $272,000 and
$379,000 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.
4. Acquisition
During July of 1997 the Company, through its subsidiary Aero - Macon
Corporation acquired in an asset purchase agreement the aircraft
maintenance facilities located in Macon, Georgia that were owned by
Zantop International Airlines, Inc. for cash and the assumption of
lease liabilities for an aggregate cost of $6.7 million.
<PAGE>
PART I - FINANCIAL INFORMATION
WHITEHALL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
September 30, 1997
General
The principal business of the Company is the third party repair and
maintenance of aircraft for its customers. The Company's business is
in part seasonal in nature and is influenced by many of the same
factors that affect the aircraft maintenance industry as a whole.
The Company has increased its capacity to better take advantage of
growth in the industry by recently purchasing an additional aircraft
repair and maintenance facility located in Macon, Georgia as well as
disposing of those segments of its business which do not fit with the
Company's expansion plans. Additionally, the Company owns a 40%
interest in AvAero, a joint venture that manufactures FAA-certified
hush kits for jet engines.
Results of Operations
The following tables set forth, for the periods and dates indicated,
certain financial data including, as applicable, the percentage of net
sales:
<TABLE>
STATEMENT OF INCOME SUMMARY
<S> <C> <C> <C> <C> <C> <C>
For the Quarter Ended
September 30, 1997 September 30, 1996 Change from Prior Period
(Dollars in Thousands)
Net Sales 14,256 100.0% 16,318 100.0% (2,062) (12.6%)
Cost of Sales 21,211 148.8% 14,121 86.5% 7,090 50.2%
Gross Profit on Sales (6,955) (48.8%) 2,197 13.5% (9,152) (416.6%)
Selling, General and Administrative 1,784 12.5% 1,206 7.4% 578 47.9%
Income from Operations (8,739) (61.3%) 991 6.1% (9,730) (981.8%)
Other Income(Loss) (4,980) (34.9%) 807 4.9% (5,787) (717.1%)
Net Income (8,231) (57.7%) 1,187 7.3% (9,418) (793.4%)
For the Nine Months Ended
September 30, 1997 September 30, 1996 Change from Prior Period
(Dollars in Thousands)
Net Sales 46,842 100.0% 56,726 100.0% (9,884) (17.4%)
Cost of Sales 47,713 101.9% 48,558 85.6% (845) (1.7%)
Gross Profit on Sales (871) (1.9%) 8,168 14.4% (9,039) (110.7%)
Selling, General and Administrative 4,648 32.6% 4,283 26.2% 365 8.5%
Income from Operations (5,519) (38.7%) 3,885 23.8% (9,404) (242.1%)
Other Income(Loss) (3,845) (27.0%) 1,234 7.6% (5,079) (411.6%)
Net Income (5,767) (40.5%) 3,379 20.7% (9,146) (270.7%)
</TABLE>
Sales. Whitehall Corporation's consolidated sales for the three and
nine months ended September 30, 1997 of $14.3 and $46.8 million,
respectively, represented a 12.6% and 17.4% decrease from the sales
reported in the comparable periods of 1996. Sales for the first
through third quarters of 1996 include $1.0 and $4.3 million,
respectively, related to the Ocean Systems segment which was sold in
the fourth quarter of 1996 and its Electronics segment which was sold
in the first quarter of 1997. Sales in the Aircraft Maintenance
segment during the three and nine months ended September 30, 1997 of
$14.3 and $46.2 million, respectively, were lower than aircraft
maintenance sales during the comparable periods in 1996. The decrease
was primarily due to hangar space that was reserved in anticipation of
the U.S. Air Force C-130 maintenance awarded during April of 1997,
(subsequently canceled at the convenience of the government in June of
1997). The C-130 contract provides for reimbursement by the U.S. Air
force of costs incurred during its operation and the Company has
recorded a claim against the government for these costs.
<PAGE>
PART I - FINANCIAL INFORMATION
WHITEHALL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
September 30, 1997
Gross Profit(Loss) on Sales. The loss in gross profit on sales (derived
by deducting cost of sales from sales) during the current three and
nine month periods of $6.9 million and $871,000, respectively, compared
to the comparable periods in the previous year is primarily
attributable to the reserving of $3.5 million of accounts receivable of
which collectability is in serious doubt. Approximately $1.2 million of
accounts receivable has been reserved relating to several customers
that are either bankrupt or are in extremely weak financial condition
and approximately $1.0 million of accounts receivable have been
reserved because of disputes with certain large customers of the
Company the ultimate resolution of which cannot be determined. In
addition, during the current quarter the Company has written off
approximately $1.6 million in accounts receivable related to a
settlement of a dispute with one of its customers.
Selling, General and Administrative. The increase in selling, general
and administrative expenses during the current three and nine month
periods of 47.9% and 8.5%, respectively, over the comparable periods in
the previous year is primarily due to increased legal expenses relating
to the Company's acquisition activities.
Other Income(Loss). The current three and nine month other loss of $4.9
million and $3.8 million, respectively as compared to the Company's
other income of $807,000 and $1.2 million during the comparable
respective periods in the previous year is because of a write-down of
an investment in the preferred stock of Hydroscience Technologies, Inc.
of $4.5 million.
Net Income(Loss). The Company's net loss during the current three and
nine month periods of $8.2 and $5.8 million, respectively, is primarily
attributable to the decreased gross profit as described above,
increased selling, general and administrative expenses and the other
losses related to the write-down of the Company's investment in
preferred stock.
Financial Condition
During the nine months ended September 30, 1997, cash used operations
totaled $6.1 million as compared to cash used in operations of $2.3
million in the same period of 1996. The cash used in operations was
primarily a result of increases in trade accounts and income taxes
receivable. The Company's capital expenditures totaled $3.0 million
during the first nine months of 1997 compared to $2.8 million during
the same period of 1996. The capital expenditures are a part of the
continuing program to maintain its aircraft maintenance facility.
The Company believes that despite the losses generated by reserving
certain of its accounts receivable and write-down of an investment in
preferred stock (neither action affecting cash balances), its cash
generated from its operations coupled with its current cash balances
and line of credit facility are sufficient to meet its short and long-
term capital and liquidity requirements *. The Company intends to
actively pursue opportunities for the acquisition of aircraft
maintenance facilities *. In order to provide additional funds for
continued pursuit of the Company's growth strategies and for operations
over the longer term, the Company may incur, from time to time,
additional short and long-term bank indebtedness and may issue, in
public or private transactions, its equity and debt securities, the
availability and terms of which may depend upon market and other
conditions. There can be no assurance that such possible additional
financing will be available on terms acceptable to the Company.
During the three and nine month periods ended September 30, 1997, the
Company did not acquire any additional shares of its common stock. At
September 30, 1997 there were approximately 242,200 additional shares
available for repurchase under the Company's current repurchase
authorization. The Company may continue to acquire stock as market
conditions warrant*.
____________________________
* See "Safe Harbor" statement located on page 10.
<PAGE>
PART I - FINANCIAL INFORMATION
WHITEHALL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
September 30, 1997
Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995
With the exception of historical factual information, the matters and
statements discussed, made or incorporated by reference in this
Quarterly Report on Form 10-Q (including statements regarding trends in
the industry and the business and growth and financing strategies of
the Company), as well as those statements specifically designated with
an asterisk ("*"), constitute forward-looking statements, contain the
words "believes," "anticipates," "expects," and words of similar
import, are based upon current expectations and are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements and words involve known
and unknown assumptions, risks, uncertainties and other factors which
may cause the actual results, performance or achievements of the
Company to be materially different from any future results,
performance, or achievements expressed or implied by such forward-
looking statements or words. Such assumptions, risks, uncertainties and
factors include those associated with general economic and business
conditions; aircraft and aerospace industry trends, cyclicality and/or
seasonality; availability of financing; changes and volatility in
interest rates; warranty, product liability or other litigation arising
in the course of the Company's aircraft repair and maintenance services
business; dependence on key personnel; demographic changes;
competition; material and labor costs and availability; relationships
with and dependence on customers; changes in the business strategy or
development plans of the Company; the availability, terms and
deployment of capital; changes in or the failure to comply with
government regulations; and the inability or failure to identify or
consummate successful acquisitions or to assimilate the operations of
any acquired businesses with those of the Company. The Company
expressly disclaims any obligation to update any forward-looking
statements as a result of developments occurring after the filing of
this report.
<PAGE>
PART II - OTHER INFORMATION
WHITEHALL CORPORATION AND SUBSIDIARIES
September 30, 1997
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, 1996, 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 has
vigorously defended the appeal.
Item 6. Exhibits and Reports on Form 8-K
The following Exhibits are included herein:
(a)
(11)Computation of Net Income per Common Share.
(27)Article 5 - Financial Data Schedule for Form 10-Q submitted
as exhibit 27 as an EDGAR filing only.
(b)The Company did not file a Current Report on Form 8-K
during the quarter ended September 30, 1997.
<PAGE>
PART II - OTHER INFORMATION
WHITEHALL CORPORATION AND SUBSIDIARIES
September 30, 1997
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
Registrant
Date November 14, 1997 By /s/ John H. Wilson
John H. Wilson, President
Date November 14, 1997 By /s/ Garlan Braithwaite
Garlan Braithwaite, Chief Financial
Officer (Principal Financial and
Accounting Officer)
<PAGE>
Exhibit 11 - Computation of Net Income per Common Share
<TABLE>
WHITEHALL CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE - UNAUDITED
For the Three Months Ended For the Nine Months Ended
September 30, September 30, September 30, September 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
PRIMARY AND FULLY DILUTED
Net Income(Loss) $ -8231000 $ 1187000 $ -5767000 $ 3379000
SHARES:
Primary
Average common shares
outstanding 5516782 5495600 5511717 5488594
Dilutive effect if stock
options were exercised 209033 200574 227792 199400
Average common shares
outstanding as adjusted
(primary) 5725815 5696174 5739509 5687994
Fully Diluted
Average common shares
outstanding 5725815 5696174 5739509 5687994
Additional Dilutive effect
if stock options were
exercised (fully) 0 0 0 0
Average common shares
outstanding as adjusted
(fully diluted) 5725815 5696174 5739509 5687994
Primary and fully diluted
net income(loss) per common
share $ -1.44 $ 0.21 $ -1.01 $ 0.59
1996 amounts have been adjusted for the two-for-one stock split paid during April of 1997.
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<CIK> 0000106827
<NAME> WHITEHALL CORPORATION
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<EXCHANGE-RATE> 1
<CASH> 1,050,000
<SECURITIES> 0
<RECEIVABLES> 20,735,000
<ALLOWANCES> 0
<INVENTORY> 6,091,000
<CURRENT-ASSETS> 33,351,000
<PP&E> 29,532,000
<DEPRECIATION> 11,711,000
<TOTAL-ASSETS> 54,035,000
<CURRENT-LIABILITIES> 19,562,000
<BONDS> 0
0
0
<COMMON> 770,000
<OTHER-SE> 28,439,000
<TOTAL-LIABILITY-AND-EQUITY> 54,035,000
<SALES> 14,256,000
<TOTAL-REVENUES> 14,256,000
<CGS> 21,211,000
<TOTAL-COSTS> 21,211,000
<OTHER-EXPENSES> 1,784,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> -13,719,000
<INCOME-TAX> -5,488,000
<INCOME-CONTINUING> -8,231,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
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<EPS-DILUTED> -1.000
</TABLE>
