<PAGE> 1
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
For the quarterly period ended March 28, 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 1-7006
BRUSH WELLMAN INC.
(Exact name of Registrant as specified in charter)
Ohio 34-0119320
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17876 St. Clair Avenue, Cleveland, Ohio 44110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 216-486-4200
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
--- ---
As of May 2, 1997 there were 16,291,644 shares of Common Stock, par
value $1 per share, outstanding.
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PART I FINANCIAL INFORMATION
BRUSH WELLMAN INC. AND SUBSIDIARIES
Item 1. Financial Statements
- ----------------------------
The consolidated financial statements of Brush Wellman Inc. and its subsidiaries
for the quarter ended March 28, 1997 are as follows:
Consolidated Statements of Income -
Three months ended March 28, 1997 and March 29, 1996
Consolidated Balance Sheets -
March 28, 1997 and December 31, 1996
Consolidated Statements of Cash Flows -
Three months ended March 28, 1997 and March 29, 1996
Notes to consolidated Financial Statements
1
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CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
First Quarter Ended
Mar. 28, Mar. 29,
(Dollars in thousands except share and per share amounts) 1997 1996
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Net sales $ 99,688 $ 93,801
Cost of sales 73,997 69,008
------------ ------------
Gross Profit 25,691 24,793
Selling, administrative
and general expenses 15,399 15,480
Research and development
expenses 1,578 1,798
Other-net (522) (125)
------------ ------------
Operating Profit 9,236 7,640
Interest expense 284 286
------------ ------------
Income before income taxes 8,952 7,354
Income taxes 2,462 2,199
------------ ------------
Net Income $ 6,490 $ 5,155
============ ============
Per Share of Common Stock: $ 0.39 $ 0.32
============ ============
Cash dividends per common share $ 0.11 $ 0.10
Weighted average number
of common shares outstanding 16,491,495 16,135,141
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 4
CONSOLIDATED BALANCE SHEETS
(unaudited)
<TABLE>
<CAPTION>
Mar. 28, Dec. 31,
(Dollars in thousands) 1997 1996
- ------------------------------------------------------------------
ASSETS
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 20,430 $ 31,749
Accounts receivable 61,877 52,211
Inventories 93,163 96,324
Prepaid expenses and other current assets 16,998 16,949
-------- --------
Total Current Assets 192,468 197,233
Other Assets 27,957 28,326
Property, Plant and Equipment 416,627 404,127
Less allowances for depreciation,
depletion and impairment 278,282 273,907
-------- --------
Property, Plant and Equipment -- net 138,345 130,220
-------- --------
$358,770 $355,779
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term debt $ 24,034 $ 25,670
Accounts payable 9,529 7,713
Other liabilities and accrued items 23,679 25,694
Dividends payable 1,789
Income taxes 11,071 8,195
-------- --------
Total Current Liabilities 68,313 69,061
Other Long-Term Liabilities 6,890 6,906
Retirement and Post-Employment Benefits 40,625 40,365
Long-Term Debt 18,705 18,860
Deferred Income Taxes 1,363 1,330
Shareholders' Equity 222,874 219,257
-------- --------
$358,770 $355,779
======== ========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 5
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited) Three Months Ended
March 28, March 29,
(Dollars in thousands) 1997 1996
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Income $ 6,490 $ 5,155
Adjustments to Reconcile Net Income to Net Cash
Provided From Operating Activities:
Depreciation, depletion and amortization 4,814 4,946
Amortization of mine development 1 1,097
Decrease (Increase) in accounts receivable (10,809) (9,059)
Decrease (Increase) in Inventory 2,040 767
Decrease (Increase) in prepaid and other current assets (630) (2,472)
Increase (Decrease) in accounts payable and accrued expenses (547) (3,142)
Increase (Decrease) in interest and taxes payable 2,832 1,351
Increase (Decrease) in deferred income tax 33 (179)
Increase (Decrease) in other long-term liabilities 1,591 311
Other - net 273 51
-------- --------
Net Cash Provided From Operating Activities 6,088 (1,174)
Cash Flows from Investing Activities:
Payments for purchase of property, plant and equipment (10,240) (5,898)
Payments for mine development (2,932) (101)
Proceeds from (Payments for) other investments 227 311
-------- --------
Net Cash Provided For (Used In) Investing Activities (12,945) (5,688)
Cash Flows from Financing Activities:
Proceeds from issuance of short-term debt 316 685
Repayment of short-term debt (742) (362)
Repayment of long-term debt (160) (342)
Issuance of Common Stock under stock option plans 93 1,040
Purchase of Common Stock for treasury (333) (6,656)
Payments of dividends (3,573) (3,197)
-------- --------
Net Cash Provided From (Used In) Financing Activities (4,399) (8,832)
Effects of Exchange Rate Changes (63) (604)
-------- --------
Net Change in Cash and Cash Equivalents (11,319) (16,298)
Cash and Cash Equivalents at Beginning of Period 31,749 29,553
-------- --------
Cash and Cash Equivalents at End of Period $ 20,430 $ 13,255
======== ========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 6
Notes to Consolidated Financial Statements
(unaudited)
March 28, 1997
Note A - Accounting Policies
In management's opinion, the accompanying consolidated financial
statements contain all adjustments necessary to present fairly the financial
position as of March 28, 1997, and December 31, 1996 and the results of
operations for the three months ended March 28, 1997 and March 29, 1996.
Note B - Inventories
<TABLE>
<CAPTION>
Mar. 28, Dec. 31,
(Dollars in thousands) 1997 1996
- --------------------------------------------------------------------------------
<S> <C> <C>
Principally average cost:
Raw materials and supplies $ 23,464 $ 20,210
In Process 52,528 55,242
Finished 38,584 42,536
-------- --------
114,576 117,988
Excess of average cost over
LIFO inventory value 21,413 21,664
-------- --------
$ 93,163 $ 96,324
======== ========
</TABLE>
5
<PAGE> 7
Item 2. Management's Discussion and Analysis
- --------------------------------------------
Results of Operations
- ---------------------
Sales for the first quarter 1997 were $99.7 million, a 6% improvement from the
first quarter 1996 sales of $93.8 million. The sales growth came primarily from
precious metal products. The resulting earnings per share rose 22% to $0.39 in
the first quarter 1997 from $0.32 in the first quarter 1996.
Worldwide sales of Alloy Products declined in the first quarter 1997 from the
comparable period in 1996. Pounds sold actually increased, both domestically and
internationally. However, a general mix shift towards lower priced strip
products reduced domestic sales revenue while the stronger dollar reduced the
reported value of international sales. The pass-through effect of lower copper
prices also served to reduce revenues without impacting earnings.
Progress continued on the $110 million project to expand and modernize the
beryllium alloy production facility in Elmore, Ohio. The project's objectives
are to improve quality and turnaround time, lower costs, increase capacity and
provide an even safer work environment. The new equipment is anticipated to be
placed in service in stages over the next two years.
Sales of precious metal products increased significantly in the first quarter
1997 compared to the first quarter 1996. The growth of physical vapor deposition
products used in the optical media and hybrid industries has been particularly
strong. The Company has implemented a plan to further penetrate the worldwide
optical media market. In anticipation of new technologies and market shifts in
the near future, the Company also is evaluating alternative material needs for
this dynamic market.
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Sales of Specialty Metal Systems were slightly lower in the first quarter 1997
than the first quarter 1996. Softness in portions of the telecommunications
market relative to 1996 contributed to the decline.
Beryllium sales increased in the first quarter 1997 over the first quarter 1996
through higher shipments of AlBeMet(TM) (a beryllium aluminum alloy) and E
materials, a beryllium-based electronic heat sink material. New applications for
these products are being developed among a variety of defense/aerospace and
commercial customers.
Ceramic sales also were higher in the first quarter 1997 than the first quarter
1996. Traditional BeO products, particularly for telecommunications and laser
applications, performed well thus far in 1997. The demand for certain direct
bond copper products has grown while efforts continue to improve yields.
The acquisition of Circuits Processing Technology Inc. (CPT) in the fourth
quarter 1996 resulted in a minor contribution to sales in the first quarter
1997. CPT produces thick film circuits used in the micro-electronics market.
Gross margin was $25.7 million or 25.8% of sales in the first quarter 1997
compared to $24.8 million or 26.4% of sales in the first quarter 1996. The lower
margin percent is primarily a result of a mix shift as the sales increases
tended to be in the lower margin products, including AlBeMet(TM) and precious
metal products. The stronger dollar also adversely impacted margins in the first
quarter 1997. Yields improved at several manufacturing facilities and total
manufacturing overhead charges were lower in 1997 than 1996.
Selling, administrative and general expenses were $15.4 million or 15.4% of
sales in the first quarter 1997 versus $15.5 million or 16.5% of sales in the
first quarter 1996. Internal cost control measures, the exchange rate effect on
the international subsidiaries' expenses and
7
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lower incentive compensation plan expenses served to offset increases from the
use of outside services and general inflation.
Research and development (R&D) expenses of $1.6 million in the first quarter
1997 were $0.2 million lower than the first quarter 1996 expenses. A reduction
in expenditures on developing investment casting capabilities accounted for the
difference. Development of new products and technologies, actively coordinated
with marketing and manufacturing, remains critical to achieving the Company's
long-term strategic objectives.
Other net income was $0.5 million in the first quarter 1997 compared to $0.1
million in the first quarter 1996 as a result of increased gains on foreign
currency hedge contracts and a slight increase in interest income.
Interest expense of $0.3 million in the first quarter 1997 was unchanged from
the comparable period last year. Capitalized interest associated with long-term
capital projects increased in 1997 versus 1996, offsetting the higher incurred
expense as a result of an increase in outstanding debt between the two periods.
First quarter 1997 income before income taxes was $9.0 million, a 22%
improvement over first quarter 1996. Higher sales and the resulting margin,
along with slightly lower expenses, combined for the increase. Income taxes were
provided for at 27.5% in the first quarter 1997 compared to 29.9% in the first
quarter 1996. The lower rate resulted from utilization of investment tax
credits, an increase in the depletion allowance and an increase in foreign tax
benefits. First quarter earnings per share were $0.39 in 1997 and $0.32 in 1996.
Financial Condition
- -------------------
Net cash provided from operations was $6.1 million during the first quarter 1997
compared to ($1.2) million during the first quarter 1996. Higher earnings, a
reduction of inventories and an
8
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increase in liabilities accounted for the improvement. Accounts receivable
increased in the first quarter 1997 from the prior year end, as it has in the
first quarter of the last several years. Sales in the first quarter 1997 were
also higher than in the fourth quarter 1996.
Despite the strong cash flow from operations, cash balances declined to $20.4
million at the end of the first quarter 1997 from $31.7 million at year end 1996
as dividends paid were $3.6 million and capital expenditures for property, plant
and equipment totaled $13.2 million. In addition to the beryllium alloy
expansion and modernization project, a significant portion of which is being
financed through operating leases, major on-going projects included the
construction of a new facility to produce a specialty family of alloys in
Lorain, Ohio, the development of a new bertrandite mine pit in Utah and the
implementation of a new enterprise-wide information system.
Total debt of $42.7 million at the end of the first quarter 1997 is $1.8 million
less than at December 31, 1996. The decline is in short-term foreign currency
and precious metal debt that is used as hedges against assets so denominated.
Long-term debt, excluding off-balance sheet lease obligations, at the end of the
first quarter 1997 was 8% of total capital, unchanged from the first quarter
1996.
The average outstanding shares are higher in 1997 as a result of the shares
issued to acquire CPT in the fourth quarter 1996.
Funds being generated from operations, plus the available borrowing capacity,
are believed adequate to support operating requirements, capital expenditures,
remediation projects, dividends and small acquisitions. Excess cash, if any, is
invested in money market instruments and other high quality investments.
9
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PART II OTHER INFORMATION
Item 1. Legal Proceedings
- --------------------------
(a) Beryllium Exposure Claims
-------------------------
RECENT DEVELOPMENTS RELATING TO PENDING CLAIMS SINCE THE END OF FISCAL
YEAR 1996. As previously reported in the Company's annual report on Form 10-K
for the year ended December 31, 1996, the Company is a defendant in seven
separate suits filed by current and former employees of the Company and, in some
cases, their family members in the Court of Common Pleas of Cuyahoga County,
Ohio: MIA JOHNSON, EXECUTRIX OF ESTATE OF ETHEL JONES, ET AL. V. BRUSH WELLMAN
INC., filed January 22, 1997; WHITAKER ET AL. V. BRUSH WELLMAN INC., filed
August 23, 1996; MUSSER ET AL. V. BRUSH WELLMAN INC., filed October 25, 1996;
JACOBS ET AL. V. BRUSH WELLMAN INC., filed December 31, 1996; STARIN V. BRUSH
WELLMAN INC., filed December 31, 1996; BERLIN V. BRUSH WELLMAN INC., filed
January 24, 1997; and KNEPPER ET AL. V. BRUSH WELLMAN INC., filed January 23,
1997. The complaints in these cases allege that the employees contracted chronic
beryllium disease at the workplace and include claims by the employees for
employer intentional tort and, except in the STARIN and BERLIN cases, claims by
family members. The plaintiffs in these cases seek both compensatory and, except
in the Knepper case, punitive damages. On February 18, 1997, the plaintiffs in
all of these cases (except the Knepper case) submitted a motion to the court to
consolidate the cases. On March 23, 1997, the court granted this motion and the
cases have been consolidated. The Company had filed a motion for judgment on the
pleadings in the MUSSER case. This motion was denied by the court on March 25,
1997. On April 7, 1997, the Company filed a motion to dismiss the amended
complaint in the KNEPPER case, and this motion is pending before the court.
An action was filed by the Arizona State Compensation Fund
against the Company on December 11, 1996 in the Superior Court of Pima County,
Arizona, seeking a declaratory judgment that the Fund is not required to defend
or indemnify the Company against claims made in the WHITAKER case: STATE
COMPENSATION FUND V. BRUSH WELLMAN INC. This case was reported in the Company's
annual report on Form 10-K for the year ended December 31, 1996. The Arizona
State Compensation Fund's complaint was served but the parties have agreed to
stay further proceedings in the case for a mutually agreed period of time.
10
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As previously reported in the Company's annual report on Form
10-K for the year ended December 31, 1996, the Company had reached settlement
agreements in two product liability cases during the fourth quarter of 1996,
HOUK V. BRUSH WELLMAN INC. ET AL. and VANCE ET AL. V. BRUSH WELLMAN INC. ET AL.,
but the settlements had not been finalized. Both cases were filed in the U.S.
District Court, Eastern District of Tennessee, in October 1992. In both these
cases the plaintiffs alleged injury resulting from exposure to beryllium and
beryllium containing materials, other than as employees of the Company. In the
HOUK case, the plaintiff claimed compensatory damages of $5 million and punitive
damages of $3 million. In the Vance case, the plaintiffs claimed compensatory
damages of $3 million for personal injury, damages for loss of consortium of $1
million and combined punitive damages of $5 million. Settlements in both cases
have been finalized and both cases were dismissed by the court on March 21,
1997. A substantial portion of the settlement payments for both cases was paid
by insurance. The Company paid a non-material amount towards the settlements in
these cases.
(b) Asbestos Exposure Claims
------------------------
A subsidiary of the Company (the "Subsidiary") is a
co-defendant in twenty-seven cases making claims for asbestos-induced illness
allegedly relating to the former operations of the Subsidiary, then known as The
S.K. Wellman Corp. Twenty-six of these cases have been reported in prior filings
with the S.E.C. In all but a small portion of these cases, the Subsidiary is one
of a large number of defendants in each case. The plaintiffs seek compensatory
and punitive damages, in most cases of unspecified sums. Each case has been
referred for defense pursuant to liability insurance coverage and has been
accepted for defense without admission or denial of carrier liability. Two
hundred thirty-four similar cases previously reported have been dismissed or
disposed of by pretrial judgment, one by jury verdict of no liability and
thirteen others by settlement for nominal sums. In one pending case, a Delaware
subsidiary of the Subsidiary, formerly known as The S.K. Wellman Company, is a
defendant along with several other defendants. The Company believes that
resolution of the pending cases referred to in this paragraph will not have a
material effect upon the Company.
The Subsidiary is a party to an agreement with the predecessor
owner of its operating assets, Pneumo Abex Corporation (formerly Abex
Corporation), and five insurers, regarding the handling of these cases. Under
the agreement, the insurers share expenses of defense, and the Subsidiary,
Pneumo Abex Corporation and the insurers share payment of
11
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settlements and/or judgments. In certain of the pending cases, both expenses of
defense and payment of settlements and/or judgments are subject to a limited,
separate reimbursement agreement with MLX Corp., the parent of the company that
purchased the Subsidiary's operating assets in 1986.
12
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Item 6. Exhibits and Reports on Form 8-K
- ------------------------------------------
(a) Exhibits
--------
11. Statement re: computation of per share earnings.
27. Financial Data Schedule.
(b) Reports on Form 8-K
--------------------
There have been no reports on Form 8-K during the quarter
ended March 28, 1997.
13
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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.
BRUSH WELLMAN INC.
Dated: May 9, 1997
/s/Carl Cramer
---------------------------------
Carl Cramer
Vice President Finance and
Chief Financial Officer
14
<PAGE> 1
EXHIBIT 11
BRUSH WELLMAN INC. AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
FIRST QUARTER ENDED
-------------------------
March 28, March 29,
1997 1996
---- ----
<S> <C> <C>
Primary:
Average shares outstanding 16,287,458 16,114,128
Dillutive stock options based
on the treasury stock method
using average market price 141,099 20,353
----------- -----------
TOTALS 16,428,557 16,134,481
=========== ===========
Net Income $ 6,490,000 $ 5,115,000
Per share amount $ 0.39 $ 0.32
=========== ===========
Fully diluted:
Average shares outstanding 16,287,458 16,114,128
Dillutive stock options based
on the treasury stock method
using average market price 204,037 21,013
----------- -----------
TOTALS 16,491,495 16,135,141
=========== ===========
Net Income $ 6,490,000 $ 5,115,000
Per share amount $ 0.39 $ 0.32
=========== ===========
</TABLE>
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-28-1997
<CASH> 20,430
<SECURITIES> 0
<RECEIVABLES> 61,877
<ALLOWANCES> 981
<INVENTORY> 93,163
<CURRENT-ASSETS> 192,468
<PP&E> 416,627
<DEPRECIATION> 278,282
<TOTAL-ASSETS> 358,770
<CURRENT-LIABILITIES> 68,313
<BONDS> 18,705
<COMMON> 21,925
0
0
<OTHER-SE> 200,949
<TOTAL-LIABILITY-AND-EQUITY> 358,770
<SALES> 99,688
<TOTAL-REVENUES> 99,688
<CGS> 73,997
<TOTAL-COSTS> 90,974
<OTHER-EXPENSES> (562)
<LOSS-PROVISION> 40
<INTEREST-EXPENSE> 284
<INCOME-PRETAX> 8,952
<INCOME-TAX> 2,462
<INCOME-CONTINUING> 6,490
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,490
<EPS-PRIMARY> 0.39
<EPS-DILUTED> 0.39
</TABLE>
