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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 July 2, 1999
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)
<TABLE>
<S> <C>
OHIO 34-0119320
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NO.)
ORGANIZATION)
</TABLE>
<TABLE>
<S> <C>
17876 ST. CLAIR AVENUE, CLEVELAND, OHIO 44110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
216-486-4200
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
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 August 6, 1999 there were 16,322,886 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 July 2, 1999 are as follows:
Consolidated Statements of Income -- Three and six months ended
July 2, 1999 and July 3, 1998
Consolidated Balance Sheets -- July 2, 1999 and December 31, 1998
Consolidated Statements of Cash Flows -- Six months ended July 2, 1999
and July 3, 1998
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CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
SECOND QUARTER ENDED FIRST HALF ENDED
------------------------- -------------------------
JULY 2, JULY 3, JULY 2, JULY 3,
(DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS) 1999 1998 1999 1998
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales....................................... $ 108,666 $ 102,992 $ 221,834 $ 217,174
Cost of sales................................. 83,508 85,476 172,577 171,629
----------- ----------- ----------- -----------
Gross Margin.................................... 25,158 17,516 49,257 45,545
Selling, administrative and general expenses.. 18,120 16,450 35,621 32,783
Research and development expenses............. 2,197 1,967 4,016 4,172
Other-net..................................... (420) 17,963 28 18,660
----------- ----------- ----------- -----------
Operating Profit................................ 5,261 (18,864) 9,592 (10,070)
Interest expense.............................. 847 172 1,784 408
----------- ----------- ----------- -----------
Income before income taxes...................... 4,414 (19,036) 7,808 (10,478)
Income taxes.................................. 1,181 (5,952) 2,089 (3,556)
----------- ----------- ----------- -----------
Net Income...................................... $ 3,233 $ (13,084) $ 5,719 $ (6,922)
=========== =========== =========== ===========
Per Share of Common Stock: Basic................ $ 0.20 $ (0.80) $ 0.35 $ (0.42)
Weighted average number of common shares outstanding... 16,197,328 16,372,170 16,195,533 16,344,844
Per Share of Common Stock: Diluted.............. $ 0.20 $ (0.80) $ 0.35 $ (0.42)
Weighted average number of common shares outstanding... 16,269,092 16,372,170 16,252,559 16,344,844
Cash dividends per common share................. $ 0.12 $ 0.12 $ 0.24 $ 0.24
</TABLE>
See notes to consolidated financial statements.
2
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CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
JUL. 2, DEC. 31,
(DOLLARS IN THOUSANDS) 1999 1998
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<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents................................. $ 2,595 $ 1,938
Accounts receivable....................................... 72,924 62,181
Inventories............................................... 109,199 103,108
Prepaid expenses.......................................... 5,808 7,210
Deferred income taxes..................................... 22,149 20,087
-------- --------
Total Current Assets.............................. 212,675 194,524
Other Assets................................................ 42,808 44,697
Property, Plant and Equipment............................... 410,216 421,467
Less allowances for depreciation, depletion and
impairment............................................. 253,751 256,998
-------- --------
156,465 164,469
-------- --------
$411,948 $403,690
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term debt........................................... $ 34,586 $ 45,587
Accounts payable.......................................... 19,790 15,156
Other liabilities and accrued items....................... 30,015 26,482
Dividends payable......................................... 1,959 1,966
Income taxes.............................................. 6,780 4,341
-------- --------
Total Current Liabilities......................... 93,130 93,532
Other Long-Term Liabilities................................. 9,905 10,507
Retirement and Post-Employment Benefits..................... 39,631 39,448
Long-Term Debt.............................................. 38,105 32,105
Deferred Income Taxes....................................... 8,356 6,287
Shareholders' Equity........................................ 222,821 221,811
-------- --------
$411,948 $403,690
======== ========
</TABLE>
See notes to consolidated financial statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FIRST HALF ENDED
--------------------
JULY 2, JULY 3,
(DOLLARS IN THOUSANDS) 1999 1998
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<S> <C> <C>
NET INCOME.................................................. $ 5,719 $ (6,922)
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED
FROM OPERATING ACTIVITIES:
Depreciation, depletion and amortization.................. 11,172 11,852
Amortization of mine development.......................... 2,920 1,937
Impairment of fixed assets and related intangibles........ -- 14,273
Decrease (Increase) in accounts receivable................ (11,735) (26)
Decrease (Increase) in inventory.......................... (7,377) (4,784)
Decrease (Increase) in prepaid and other current assets... (844) 246
Increase (Decrease) in accounts payable and accrued
expenses............................................... 6,929 (3,754)
Increase (Decrease) in interest and taxes payable......... 3,034 (6,230)
Increase (Decrease) in deferred income tax................ 2,069 1,130
Increase (Decrease) in other long-term liabilities........ (239) (1,790)
Other -- net.............................................. 1,738 708
-------- --------
NET CASH PROVIDED FROM OPERATING ACTIVITIES............ 13,386 6,640
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for purchase of property, plant and equipment.... (5,843) (20,156)
Payments for mine development............................. (219) (258)
Proceeds from (Payments for) other investments............ 37 (12,070)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES.................. (6,025) (32,484)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of short-term debt................. 1,698 27,236
Repayment of short-term debt.............................. (10,412) (1,652)
Proceeds from issuance of long-term debt.................. 13,000 --
Repayment of long-term debt............................... (7,000) --
Issuance of Common Stock under stock option plans......... 92 3,433
Purchase of Common Stock for treasury..................... -- (3,620)
Payments of dividends..................................... (3,910) (5,893)
-------- --------
NET CASH PROVIDED FROM (USED IN) FINANCING
ACTIVITIES............................................ (6,532) 19,504
Effects of Exchange Rate Changes............................ (172) (83)
-------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS................ 657 (6,423)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD....... 1,938 7,170
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD................ $ 2,595 $ 747
======== ========
</TABLE>
See notes to consolidated financial statements.
4
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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
July 2, 1999 and December 31, 1998 and the results of operations for the three
and six month periods ended July 2, 1999 and July 3, 1998.
NOTE B -- SPECIAL CHARGE
The Company recorded a special charge of $21.8 million pre-tax and $15.6
million after-tax in the second quarter 1998, primarily for write-downs of
property, plant and equipment, inventory and goodwill and increases to
environmental reserves. Of the $21.8 million charge, $4.9 million was charged to
cost of sales and $16.9 million was charged to other-net on the consolidated
income statement for the second quarter 1998. The company determined that the
carrying values of various assets were impaired based upon current cash flow
projections and therefore the assets should be written down to their estimated
fair market values.
NOTE C -- INVENTORIES
<TABLE>
<CAPTION>
JULY 2, DEC. 31,
(DOLLARS IN THOUSANDS) 1999 1998
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<S> <C> <C>
Principally average cost:
Raw materials and supplies................................ $ 19,152 $ 18,708
In process................................................ 72,820 60,919
Finished.................................................. 36,103 42,021
-------- --------
128,075 121,648
Excess of average cost over LIFO inventory value............ 18,876 18,540
-------- --------
$109,199 $103,108
======== ========
</TABLE>
NOTE D -- COMPREHENSIVE INCOME
For the second quarter 1999 and 1998, comprehensive income/(loss) amounted
to $2,847,847 and ($13,330,601), respectively. Year-to-date 1999 and 1998
comprehensive income/(loss) amounted to $4,732,347 and ($7,568,532),
respectively. The difference between net income/(loss) and comprehensive
income/(loss) is the cumulative translation adjustment for the periods
presented.
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NOTE E -- SEGMENT REPORTING
Selected financial data by business segment as prescribed by SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information", for the
second quarter 1999 and 1998 and for the first six months of 1999 and 1998 are
as follows:
<TABLE>
<CAPTION>
METAL MICRO- ALL
SYSTEMS ELECTRONICS OTHER TOTAL
(Dollars in thousands) ------- ----------- ------- --------
<S> <C> <C> <C> <C>
SECOND QUARTER 1999
Revenues from external customers................. $74,815 $31,871 $ 1,980 $108,666
Intersegment revenues............................ 112 441 -- 553
Segment profit (loss) before interest and
taxes.......................................... 6,410 3,090 (4,239) 5,261
SECOND QUARTER 1998
Revenues from external customers................. 74,814 26,508 1,670 102,992
Intersegment revenues............................ 189 200 -- 389
Segment profit (loss) before interest and
taxes.......................................... 8,170 260 (27,294) (18,864)
FIRST SIX MONTHS 1999
Revenues from external customers................. 153,438 64,526 3,870 221,834
Intersegment revenues............................ 251 853 -- 1,104
Segment profit (loss) before interest and
taxes.......................................... 13,490 4,850 (8,748) 9,592
FIRST SIX MONTHS 1998
Revenues from external customers................. 159,886 53,958 3,330 217,174
Intersegment revenues............................ 241 591 -- 832
Segment profit (loss) before interest and
taxes.......................................... 21,780 (130) (31,720) (10,070)
</TABLE>
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
FORWARD-LOOKING INFORMATION
Portions of the narrative set forth in this document that are not
historical in nature are forward-looking statements. The Company's actual future
performance may differ from that contemplated by the forward-looking statements
as a result of a variety of factors. These factors include, in addition to those
mentioned elsewhere herein, the condition of the markets which the Company
serves (especially as impacted by events in particular markets, including
telecommunications, computer, automotive electronics and industrial components,
or in particular geographic regions), the success of the Company's strategic
plans, the timely and successful completion of pending capital expansions and
Year 2000 remediation projects, tax rates, exchange rates and the conclusion of
pending litigation matters in accordance with the Company's expectation that
there will be no materially adverse effects.
RESULTS OF OPERATIONS
Net sales in the second quarter 1999 were $108.7 million, a 6% increase
over the second quarter 1998. Sales for the first half of 1999 were a record
$221.8 million, surpassing sales in the first half of 1998 by 2%. Diluted
earnings per share (EPS) were $0.20 in the second quarter and $0.35 in the first
half of 1999. In the second quarter 1998, the Company recorded a $21.8 million
special charge for asset write-downs and the establishment of several reserves.
Of the $21.8 million, $4.9 million was recorded against cost of sales and $16.9
million against other-net. Excluding the charge, 1998 diluted EPS were $0.16 in
the second quarter and $0.52 in the first half of the year.
Sales from the Metal Systems Group, which consists of Alloy Products,
Engineered Material Systems and Beryllium Products, were $74.8 million in the
second quarter 1999 and flat with the second quarter last year. For the first
two quarters of the year, Metal Systems Group sales of $153.4 million were $6.5
million lower than the comparable period last year.
Sales of Alloy strip products, which are sold principally into the
telecommunications, automotive electronics and computer markets, increased
slightly in the second quarter 1999 over the second quarter 1998. Sales of these
products were unchanged for the first half of 1999 from the first half of 1998.
Capacity constraints and material flow issues adversely affected the growth of
these sales. These conditions have continued into the third quarter of 1999.
Implementation of the $117 million Alloy Expansion Program (AEP) in Elmore,
Ohio, is nearing completion; however, the production output to date of this
equipment has been less than expected. This project includes a new cast shop and
strip mill and additional capacity should become available as the new mill
becomes fully operational.
Sales of Alloy bulk products were lower in the current quarter and first
half of the year compared to last year. Traditional bulk products typically are
copper beryllium alloys in rod, bar, tube and plate forms and demand for these
products from the oil and gas, undersea cable system and aerospace markets has
been weak thus far in 1999. To augment the sales of traditional bulk products,
the Company constructed a new facility in Lorain, Ohio to develop, manufacture
and market a new family of non-beryllium containing bulk alloys. The development
and introduction of these alloys is behind schedule and sales have been minimal
in both 1998 and 1999.
Engineered Materials System sales continued to grow in 1999 and were 12%
higher than the first half of 1998. These products are manufactured and marketed
through Technical Materials, Inc., a wholly owned subsidiary, and are used in
the telecommunications and automotive markets. The recent investment in expanded
precious metal electroplating capabilities contributed to the sales increase.
Beryllium Product sales declined in the second quarter 1999 from the second
quarter 1998. Delays in defense spending and slowdown in aerospace are
responsible for the decline.
Microelectronics Group (MEG) sales were $31.9 million in the second quarter
1999 compared to $26.5 million in the second quarter 1998. For the first half of
the year, MEG sales of $64.5 million were 20% higher than the first six months
last year.
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<PAGE> 9
The majority of the increase in MEG sales was fueled by Williams Advanced
Materials Inc. (WAM), a wholly owned subsidiary that manufactures products for
the optical media and decorative and performance film markets. WAM's precious
metal vapor deposition targets continued to perform well in the second quarter
and for the first half of 1999 compared to 1998. Additionally, WAM's recent
expansion into the specialty alloy market, the acquisition of the assets of Pure
Tech at the end of the second quarter 1998, as well as demand for WAM's other
core products (including frame lid assemblies) combined to increase the current
year sales.
The balance of MEG sales is Ceramic Products, which include beryllia
ceramics, direct bond copper and thick film circuits. Ceramic sales were higher
in the second quarter 1999 than the second quarter 1998. For the first six
months of this year, Ceramic sales are slightly less than last year. The
majority of the sales growth in the second quarter was in base beryllia ceramic
products.
International sales of all products were $32.4 million in the second
quarter 1999 and $68.0 million for the first six months of 1999. In 1998,
international sales were $33.9 million in the second quarter and $70.1 million
in the first six months. The yen has been stronger relative to the dollar in
1999 than it was in 1998 and, as a result, the translated value of the Company's
yen denominated sales in 1999 was higher than it would have been had the
exchange rates remained constant.
Gross margin was 23.2% of sales in the second quarter 1999 and 22.2% of
sales for the first six months of 1999 compared to 1998 results, excluding the
special charge, of 21.7% of sales in the quarter and 23.2% of sales for the six
months. The increase in the margin percent in the second quarter 1999 over 1998
was due in part to yield and productivity improvements that lowered the
manufacturing costs of direct bond copper products at the Newburyport, MA
facility, higher margins on WAM products and the continued high level of
efficiencies at the Utah beryllium extraction facility. These factors apply to
the first six months as well. The currency effect was slightly favorable on the
year-to-date margins as well. Offsetting these positive effects on the year-to
date margins is an unfavorable mix from lower 1999 sales of typically
high-margin alloy bulk products, especially compared to the first quarter of
1998. Fixed rental payments, the majority of which are due to the AEP, were
approximately $2.0 million higher in 1999 than 1998 and served to reduce margins
in the current year.
The Company is working on the AEP equipment in order to improve the
continuous up-time and increase reliability and productive output. The Company
has retained additional outside resources to help resolve operational issues
with both the new cast shop and strip mill. The majority of the old strip mill
equipment, as well as the old cast shop, is still in service. As a result of the
AEP, higher operating costs in terms of lower yields, inefficiencies, training,
duplicate manning levels and other start-up expenses are being incurred. These
expenses were approximately the same for 1999 as they were in 1998 when the cast
shop phase of the project was under-going major start-up activity. These costs
have continued into the second half of 1999 and should taper off as the
equipment's performance improves and the mill becomes fully operational.
Gross margin dollars declined $1.1 million in the first six months of 1999
compared to the first six months of 1998 excluding the special charge. Metal
Systems' margins declined while MEG's margins increased.
Selling, administration and general expenses were $18.1 million, or 16.7%
of sales, in the second quarter 1999 compared to $16.5 million, or 16.0% of
sales, in the second quarter 1998. For the first six months of 1999, these
expenses totaled $35.6 million, an increase of $2.8 million over the first six
months of 1998. Expenses incurred by Pure Tech, which was acquired in early July
1998, and amortization of the recently implemented enterprise-wide information
system were the major causes for the increases in 1999.
Research and development expenses (R&D) were $2.2 million in the second
quarter 1999 and $4.0 million in the first half of the year. In 1998, R&D
expenses were $2.0 million in the second quarter and $4.2 million in the first
six months of the year. There were no significant changes in the overall level
of R&D activities between the two periods. Major projects being pursued in 1999
include the continued development of new alloy systems and the refinement of
casting processes and technologies.
Other-net income was $0.4 million in the second quarter 1999 and an expense
of less than $0.1 million for the first two quarters of 1999. Other-net in the
second quarter 1998 included $16.9 million of the special charge. Absent the
charge, second quarter 1998 Other-net expense was $1.0 million and the June 1998
year-to-date expense was $1.7 million. Other-net includes non-operating items
including goodwill, interest income and bad
8
<PAGE> 10
debts. An increase in foreign currency exchange gains is the main cause for the
change between periods. Additionally, Other-net income in the second quarter
1999 included a one-time net favorable adjustment to the carrying value of
several asset and liability accounts at one of the Company's subsidiaries.
Operating profit for the MEG of $3.1 million in the quarter and $4.9
million for the first six months of 1999 is a marked improvement over the $0.1
million loss recorded in the first half of last year. Higher volumes, the Pure
Tech acquisition and higher margins on certain direct bond copper and WAM
products are responsible for the improvement.
Metal Systems' operating profit declined to $6.4 million in the quarter
from $8.2 million in the second quarter last year. For the first six months,
operating profit for Metal Systems was $13.5 million in 1999 and $21.8 million
in 1998. Lower volume, the AEP rent expense and higher selling, administration
and general expenses caused the profit reduction in 1999. Total operating
profit, including the results of operations not included in either group and the
corporate office, was $5.3 million in the second quarter 1999 compared to $2.9
million in the second quarter 1998, excluding the special charge. Year-to-date
operating profit of $9.6 million in 1999 represents an 18% decline from the
year-to-date operating profit in 1998 prior to the special charge.
Interest expense was $0.8 million in the second quarter 1999 compared to
$0.2 million in the second quarter 1998. For the first six months, interest
expense was $1.8 million in 1999 and $0.4 million in 1998. Lower capitalized
interest as a result of reduced capital expenditures in 1999 accounts for
approximately $0.7 million of the year-to-date difference. The average
outstanding debt was also significantly higher in 1999 than in 1998.
Income taxes were provided for at a rate of 26.8% of income before income
taxes for both the second quarter and first half of 1999. In the first half of
1998, because of the pre-tax loss caused by the special charge, a tax benefit
was recorded at an effective rate of 33.9%.
Diluted EPS were $0.20 for the second quarter and $0.35 for the first half
of 1999. For the comparable periods in 1998, diluted EPS were $0.16 and $0.52,
respectively, excluding the special charge. When the special charge is included,
the loss per share was $0.80 in the second quarter and $0.42 in the first half
of 1998.
The Company is subject to litigation involving claims relating to product
liability and other claims relating to alleged beryllium exposure (see "Legal
Proceedings"). Management believes that the Company has substantial defenses and
intends to vigorously contest such suits. However, the Company's results of
operations could be materially affected by unfavorable results in one or more of
these cases. Based on information known to the Company and assuming
collectibility of insurance on covered claims, management believes the outcome
of the Company's pending litigation should not have a material adverse effect
upon the consolidated financial position, results of operations or cash flow of
the Company.
FINANCIAL POSITION
Cash flow from operations was $13.4 million for the first six months of
1999. Cash balances increased $0.7 million while total balance sheet debt
declined by $5.0 million during the first half of 1999.
Accounts receivable increased $10.8 million since year-end 1998 as a result
of higher sales in the current year and an increase in the average collection
period. Inventories climbed by $6.1 million thus far in 1999, as work-in-process
inventories were significantly higher, mainly at the Alloy manufacturing
operations at the Elmore facility, while finished goods declined.
Expenditures for property, plant and equipment and for mine development
were $6.1 million in the first half of 1999 which is a slower spending rate than
the previous five years. In 1999, efforts were being concentrated on finalizing
and optimizing the major investments made in recent years rather than on
numerous, significant new projects. The major project spending that did occur in
the first half of 1999 included an expansion of WAM's specialty alloys
manufacturing facility and the final payments for the first phase of the
enterprise-wide software implementation. Capital payments for the AEP are now
substantially complete. This project was also financed in part by two operating
leases totaling approximately $79.7 million. Lease payments for the facility
began in December 1997 while the equipment lease payments began in 1999.
9
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The implementation of the enterprise-wide information system and other
recent information system upgrades and replacements at several of the Company's
domestic and international subsidiaries are also part of the over-all Year 2000
compliance program. The Company is actively addressing the Year 2000 compliance
issue for both information technology and non-information technology equipment
(i.e., manufacturing and other support equipment). The Company estimates that
the related expense for this activity will be approximately $0.6 million in
1999. Outside consultants have been contracted to help identify and remediate
any exposures. The Company is assessing the required remediation of any Year
2000 issues with its computer chip based equipment through a five-step approach
of inventory, investigation, remediation, testing and implementation. The Year
2000 compliance effort is substantially completed, but testing and other
remediation work will continue through the third quarter. If required
modifications and conversions are not made on a timely basis, the Year 2000
issue could have a material adverse effect on the Company's operations. The
Company can provide no assurance that Year 2000 compliance plans will be
successfully completed by suppliers and customers on a timely basis, nor has the
Company been able to assess the potential impact of noncompliance by any
customer or supplier. While the Company is attempting to resolve its Year 2000
issues to the best of its understanding, given the complexity of the issue and
the potential costs, the Company cannot provide absolute assurance that this
issue will not have any impact on the Company's future cash flows or results of
operations. The Company anticipates developing contingency plans as warranted.
Dividends paid in the first half of 1999 were $3.9 million. The Company did
not purchase any shares of its outstanding Common Stock in the current year.
Cash flow from operations was $6.6 million in the first six months of 1998.
Inventories increased $4.3 million while accounts receivable was relatively
flat. The $21.8 million special charge had no effect on the cash flow from
operations for the first half of 1998. Capital expenditures were $20.4 million.
In addition, the Company acquired the assets of Pure Tech Inc. for $12.4 million
in cash at the end of the second quarter 1998. During the first six months of
1998, the Company purchased 163,500 shares of its Common Stock at a cost of $3.6
million. Cash balances declined by $6.4 million and total balance sheet debt
increased $24.7 million in the first half of 1998.
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 or other high quality investments.
MARKET RISK DISCLOSURES
For information on the Company's market risks, refer to page 34 of the
annual report to shareholders for the year ended December 31, 1998.
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
(a) Environmental Proceedings.
RECENT DEVELOPMENTS RELATING TO PENDING CLAIMS SINCE THE END OF FIRST
QUARTER 1999. As previously reported in the Company's annual report on Form 10-K
for the year ended December 31, 1998 (the "1998 10-K"), by letter dated March 6,
1998, the U.S. EPA notified Egbert Corp., a subsidiary of the Company
("Egbert"), that it was a potentially responsible party under the Comprehensive
Environmental, Response, Compensation and Liability Act for the remediation of
the PCB Treatment Site in Kansas City, Kansas, and Kansas City, Missouri. During
the second quarter of 1999, Egbert entered into a settlement agreement with the
PRP steering committee settling Egbert's potential liability for remediation of
the site for $19,124. There have been no other material developments in the
matters previously reported in the 1998 10-K or in the Company's quarterly
report on Form 10-Q for the quarter ended April 2, 1999 (the "First Quarter
10-Q").
(b) Beryllium Exposure Claims.
RECENT DEVELOPMENTS RELATING TO PENDING CLAIMS SINCE THE END OF FIRST
QUARTER 1999. As previously reported, including in the 1998 10-K and the First
Quarter 10-Q, the Company is a defendant in eight product liability cases in
which the plaintiffs allege injury resulting from exposure to beryllium and
beryllium-containing materials, other than as employees of the Company, and are
claiming recovery based on various legal theories. In FACCIO ET AL. V. BRUSH
WELLMAN INC., the Court requested that the parties submit names of potential
discovery masters, which the parties have done. The Court also held a hearing on
some pending discovery motions, but has not yet issued a ruling. In BALLINGER ET
AL. V. BRUSH WELLMAN INC. et al. the Company filed a motion to compel answers to
interrogatories and a request for sanctions. Briefing is not complete on the
motion. At a status conference held in July, the Court set a discovery cut-off
of July 1, 2000 and appointed a discovery master to hear discovery and
disclosure issues. In MORGAN ET AL. V. BRUSH WELLMAN INC. ET AL., FOSTER ET AL.
V. BRUSH WELLMAN INC. ET AL.: and GRANT ET AL. V. BRUSH WELLMAN INC. ET AL., the
discovery period for product identification issues expired, but plaintiffs filed
a motion to extend the discovery dates. Plaintiffs also filed a motion to compel
discovery against the Company and several other defendants. On April 16, 1999,
the Court denied the motion to compel and ordered plaintiffs to further discuss
discovery issues with the Company's attorneys. Since December 31, 1998, there
have been no material developments in the other three matters.
As previously reported, including in the 1998 10-K and the First Quarter
10-Q, nine Company employees and their spouses have filed law suits against the
Company and certain of its employees in the Superior Court of Pima County,
Arizona (the "Arizona Employee Litigation"). The plaintiffs in the Arizona
Employee Litigation claim that, during their employment with the Company, they
contracted chronic beryllium disease ("CBD") as a result of exposure to
beryllium and beryllium-containing products. As previously reported, including
in the 1998 10-K and the First Quarter 10-Q, both the Company and the plaintiffs
petitioned the Arizona Supreme Court to review various rulings of the appellate
court relating to the trial court's disposition of certain summary judgment
motions. On February 25, 1999, the Arizona Supreme Court denied the Company's
petition for review and granted the plaintiffs' cross-petition. The Company
filed a motion to reconsider the denial of its petition for review, which the
Supreme Court denied on April 2, 1999. The Supreme Court heard oral argument on
plaintiffs' cross-petition on April 16, 1999. On July 1, 1999, the Supreme Court
issued a decision vacating the court of appeals decision and remanding all of
the cases to the trial court for further proceedings.
As previously reported, including in the Company's 1998 10-K and the First
Quarter 10-Q, on July 5, 1996, Rudy Gamez, an employee of the Company, also
filed a suit in the Superior Court of Pima County, Arizona (the "Gamez
Litigation") based upon similar claims and seeking similar relief as the
plaintiffs in the Arizona Employee Litigation. As of December 31, 1998, there
were several pending motions for summary judgment in the Gamez Litigation. Oral
argument on these motions took place on January 25, 1999. On March 26, 1999, the
Court granted the Company's summary judgment motion on the plaintiffs' breach of
contract and bad faith claims
11
<PAGE> 13
and denied the Company's summary judgment motion based on newly discovered
evidence. On April 9, 1999, the Court denied the Company's summary judgment
motion on the plaintiffs' willful misconduct claim. On April 22, 1999 the
Company filed a motion to reconsider the denial of this summary judgment motion.
On June 29, 1999, the Court upon reconsideration ruled that the Company is
entitled to summary judgment with respect to the willful misconduct claim. The
plaintiffs have moved for reconsideration both of this ruling, and of the March
26, 1999 ruling that the Company is entitled to summary judgment with respect to
the contract and bad faith claims. The plaintiffs' motions remain pending and
the Court has not yet entered a final judgment for the Company on any of the
claims.
CLAIMS INITIATED SINCE THE END OF FIRST QUARTER 1999. The Company and a
subsidiary are two of several defendants in an action filed in May, 1999, in
state court in Los Angeles, California, GABALDON ET AL. V. BOEING ET AL. The
venue was subsequently changed to Orange County, California. Mr. Gabaldon's
amended complaint alleges that, as result of his exposure to various materials,
including beryllium, as a machinist for North American Aviation, he sustained
injuries, including an interstitial pulmonary fibrosis. Mr. Gabaldon seeks to
recover from all defendants on theories of negligence, strict liability,
fraudulent concealment, breach of implied warranties and battery. His wife seeks
damages for loss of consortium. Mr. Gabaldon seeks damages for medical expenses
and medical monitoring, loss of earnings, risk of future injury, diminished
quality of life, loss of years of life, immune system dysfunction, consequential
damages, interest and punitive damages of an unspecified amount. Discovery in
this action is underway. The Company has been advised that, because Mr.
Gabaldon's health is failing, his counsel plans to submit a motion to advance
the case on the trial calendar. If this occurs, there may be a trial date in
this action as early as January, 2000.
In June 1999, the Company was served with a complaint filed in the Cuyahoga
County Court of Common Pleas by a former employee, Steven Ziegler: ZIEGLER V.
BRUSH WELLMAN INC. Mr. Ziegler alleges that he has CBD and asserts claims
against the Company for intentional tort, negligent infliction of emotional
distress, fraud and a "dual capacity claim" alleging that the Company acted as
his physician and was negligent. The complaint seeks compensatory and punitive
damages. On July 19, 1999, the Company filed a motion to dismiss the claims for
fraud and negligent infliction of emotional distress and an answer to the
remaining claims. The Company's motion remains pending.
In July, 1999, the Company was served with two complaints filed in the same
court by two former employees, John McEwen, and his wife: McEwen v. Brush
Wellman Inc.; and Timothy Jennison: JENNISON V. BRUSH WELLMAN INC.; Messrs.
McEwen and Jennison allege that each has CBD and their complaints assert claims
for intentional tort and negligent infliction of emotional distress. Mrs. McEwen
claims loss of consortium. The complaints seek compensatory and punitive damages
in an unspecified amount. The Company has not yet responded to the complaints.
Also in July, the Company was served with a complaint in the Superior Court
of Pima County, Arizona by an employee: JAMES WHITWHAM ET UX. V. BRUSH WELLMAN
INC. Mr. Whitwham alleges that he has CBD from exposures to beryllium that
occurred during his employment at the Company's Tucson facility. He asserts
claims for willful misconduct, fraud, strict liability, a violation of Arizona
Revised Statute 13-2301(D)(4)(t) (engaging in a pattern of unlawful activity),
and a claim under the Arizona Constitution relating to his alleged disease, as
well as claims for breach of contract and bad faith relating to alleged promises
made to him for the payment of wages and benefits. The complaint seeks
compensatory and punitive damages, treble damages under the statutory claim, and
an order imposing restrictions on the operations of the Company "to ensure that
the practices complained of cease and employees are safe from the toxic effects
of beryllium."
In August, the Company was served with a complaint in the Superior Court of
Pima County, Arizona by an employee: JUDY SCHLOBOHM V. BRUSH WELLMAN INC. Ms.
Schlobohm's complaint alleges the same causes of actions and seeks the same
damages as that of Mr. Whitwham's discussed immediately above.
CLAIMS CONCLUDED SINCE THE END OF FIRST QUARTER 1999. THOMAS MARKHAM ET AL.
V. BRUSH WELLMAN INC. ET AL.: This action has been settled by the Company for a
nominal amount and the release was executed on June 25, 1999.
12
<PAGE> 14
(c) Asbestos Exposure Claims.
RECENT DEVELOPMENTS RELATING TO PENDING CLAIMS SINCE THE END OF FIRST
QUARTER 1999. Egbert is a co-defendant in eighteen cases making claims for
asbestos-induced illnesses allegedly relating to the former operations of
Egbert, then known as The S.K. Wellman Corp. Egbert 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 fifty-three
similar cases previously reported have been dismissed or disposed of by pretrial
judgment, one by jury verdict of no liability and fourteen others by settlement
for nominal sums.
CLAIMS INITIATED SINCE THE END OF FIRST QUARTER 1999. Three of the pending
cases described in the preceding paragraph are new cases filed during the second
quarter of 1999.
(d) Other Miscellaneous Pending Claims.
RECENT DEVELOPMENTS RELATING TO PENDING CLAIMS SINCE THE END OF FIRST
QUARTER 1999. As previously reported, including in the 1998 10-K, the Company
and Abtrex Industries ("Abtrex") are defendants in a personal injury case filed
in the Court of Common Pleas for Cuyahoga County, Ohio, in September, 1998, by
three employees of Abtrex and their spouses: JANISSE ET AL. V. BRUSH WELLMAN
INC. ET AL. During the second quarter of 1999, Abtrex's worker's compensation
insurer initiated a cross claim against the Company. The case is scheduled for
trial in May, 2000.
As previously reported, including in the 1998 10-K, a subsidiary of the
Company, Technical Materials, Inc. ("TMI"), and an employee of TMI are
defendants in a case filed in the Superior Court of the State of Rhode Island on
October 15, 1997; HANDY & HARMAN ELECTRONIC MATERIALS CORPORATION V. TECHNICAL
MATERIALS, INC. ET AL. The complaint alleges that TMI tortuously induced the
employee to breach his confidentiality obligations to his former employer, the
plaintiff, and misappropriated trade secrets of the plaintiff. During the second
quarter of 1999, the Court denied the plaintiff's request to preliminarily
enjoin TMI from using certain information allegedly obtained by the employee
while he was employed with the plaintiff.
CLAIMS INITIATED SINCE THE END OF FIRST QUARTER 1999. In June, 1999, the
Company was served with a complaint in the Court of Common Pleas, Ottawa County,
Ohio by an employee of Labor Systems, Inc. (d/b/a Great Lakes Response): JOHN
STIPANOVICH ET AL. V. BRUSH WELLMAN INC. ET AL. The plaintiffs allege that the
Company negligently failed to remove beryllium chloride and other chemicals from
a site located at the Company's Elmore, Ohio facility where the plaintiffs
worked. The complaint seeks to recover damages for medical expenses incurred,
both present and future, loss of earnings, and the plaintiffs' alleged permanent
disability. The Company has answered the complaint and initiated a third party
complaint against Great Lakes Response.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Company's Annual Meeting of Shareholders for 1999 was held on May 4,
1999.
(b) At the Annual Meeting, three directors were elected to serve for a term of
three years by the following vote:
<TABLE>
<CAPTION>
SHARES VOTED SHARES VOTED SHARES VOTED
"FOR" "AGAINST" "ABSTAINING"
------------ ------------ --------------
<S> <C> <C> <C>
Albert C. Bersticker...................... 14,127,884 -0- 163,236
Dr. Charles F. Brush, III................. 14,126,355 -0- 164,764
David L. Burner........................... 14,125,783 -0- 165,337
</TABLE>
The following directors' continued their term of office after the meeting:
Gordon D. Harnett, William P. Madar, Robert M. McInnes, David H. Hoag,
Joseph P. Keithley, William R. Robertson, and John Sherwin, Jr.
13
<PAGE> 15
(c) The selection of Ernst & Young LLP as independent auditors for 1999 was
ratified and approved by the following vote:
<TABLE>
<CAPTION>
SHARES VOTED SHARES VOTED SHARES VOTED
"FOR" "AGAINST" "ABSTAINING"
------------ ------------ --------------
<S> <C> <C> <C>
14,177,176 70,219 43,725
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<S> <C>
(11) Statement re computation of per share earnings (filed as
Exhibit 11 to Part I of this report).
(27) Financial Data Schedule.
</TABLE>
(b) Reports on Form 8-K
There have been no reports on Form 8-K during the quarter ended July 2, 1999.
14
<PAGE> 16
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: August 16, 1999
/s/ John D. Grampa
--------------------------------------
John D. Grampa
Vice President, Finance
15
<PAGE> 1
EXHIBIT 11
BRUSH WELLMAN INC. AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
SECOND QUARTER ENDED SIX MONTHS ENDED
-------------------------- -------------------------
JULY 2, JULY 3, JULY 2, JULY 3,
1999 1998 1999 1998
----------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
Basic:
Average shares outstanding........... 16,197,328 16,372,170 16,195,533 16,344,844
=========== ============ =========== ===========
Net income........................... $ 3,233,000 $(13,084,000) $ 5,719,000 $(6,922,000)
Per share amount..................... $ 0.20 $ (0.80) $ 0.35 $ (0.42)
=========== ============ =========== ===========
Diluted:
Average shares outstanding........... 16,197,328 16,372,170 16,195,533 16,344,844
Dilutive stock options based on the
treasury stock method using
average market price.............. 71,764 -- 57,026 --
----------- ------------ ----------- -----------
Totals....................... 16,269,092 16,372,170 16,252,559 16,344,844
=========== ============ =========== ===========
Net income........................... $ 3,233,000 $(13,084,000) $ 5,719,000 $(6,922,000)
Per share amount..................... $ 0.20 $ (0.80) $ 0.35 $ (0.42)
=========== ============ =========== ===========
</TABLE>
16
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUL-02-1999
<CASH> 2,595
<SECURITIES> 0
<RECEIVABLES> 72,924
<ALLOWANCES> 2,109
<INVENTORY> 109,199
<CURRENT-ASSETS> 212,675
<PP&E> 410,216
<DEPRECIATION> 253,751
<TOTAL-ASSETS> 411,948
<CURRENT-LIABILITIES> 93,130
<BONDS> 17,905
0
0
<COMMON> 22,511
<OTHER-SE> 200,310
<TOTAL-LIABILITY-AND-EQUITY> 411,948
<SALES> 221,834
<TOTAL-REVENUES> 221,834
<CGS> 172,577
<TOTAL-COSTS> 212,214
<OTHER-EXPENSES> (252)
<LOSS-PROVISION> 280
<INTEREST-EXPENSE> 1,784
<INCOME-PRETAX> 7,808
<INCOME-TAX> 2,089
<INCOME-CONTINUING> 5,719
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,719
<EPS-BASIC> 0.35
<EPS-DILUTED> 0.35
</TABLE>
