BMC INDUSTRIES INC/MN/
10-Q, 1994-11-14
COATING, ENGRAVING & ALLIED SERVICES
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<PAGE>

                                    FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



  X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -----          EXCHANGE ACT OF 1934.  For the Quarterly Period ended September
               30, 1994.

          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -----     EXCHANGE ACT OF 1934.  For the Transition Period from  N/A  to      .
                                                                 ----     ----

Commission File No. 1-8467


                              BMC INDUSTRIES, INC.
                              --------------------
             (Exact Name of Registrant as Specified in its Charter)


                MINNESOTA                        41-0169210
                ---------                        -----------
        (State of Incorporation)      (IRS Employer Identification No.)


               TWO APPLETREE SQUARE, MINNEAPOLIS, MINNESOTA 55425
               --------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (612) 851-6000
                                 --------------
              (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 at least the past 90 days.

                                X   Yes        No
                              -----      -----

BMC Industries, Inc. has outstanding 13,344,842 shares of common stock as of
November 9, 1994.  There is no other class of stock outstanding.


                                  Page 1 of 14.
                         Exhibit Index Begins at Page 9.

<PAGE>

PART I    FINANCIAL INFORMATION

                              BMC INDUSTRIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                 (in thousands)

Item 1:  Financial Statements

<TABLE>
<CAPTION>

                                                September 30    December 31
ASSETS                                                  1994           1993
- ----------------------------------------------------------------------------
<S>                                             <C>             <C>

Current Assets
  Cash and cash equivalents                         $  8,630       $ 10,927
  Trade accounts and notes receivable,
   net of allowances                                  24,778         22,711
  Inventories - Note 7                                29,672         27,278
  Deferred income taxes                                2,783          4,051
  Other current assets                                 5,540          6,547
- ----------------------------------------------------------------------------
    Total Current Assets                              71,403         71,514
- ----------------------------------------------------------------------------

Property, Plant and Equipment                        129,878        116,990
Less Accumulated Depreciation                         85,064         73,985
                                                     -------        -------
   Property, Plant and Equipment - Net                44,814         43,005
                                                     -------        -------
Deferred Income Taxes                                  7,853          8,095
Other Assets - Net                                     7,950          7,698
- ----------------------------------------------------------------------------

Total Assets                                        $132,020       $130,312
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------


LIABILITIES AND STOCKHOLDERS' EQUITY
- ----------------------------------------------------------------------------
Current Liabilities
  Current portion of long-term debt                 $     19       $  8,914
  Accounts payable                                    13,013          9,828
  Income taxes payable                                 6,362          3,976
  Accrued expenses                                    19,745         14,279
- ----------------------------------------------------------------------------
    Total Current Liabilities                         39,139         36,997
- ----------------------------------------------------------------------------

Long-Term Debt                                            52         18,333
Other Liabilities                                     15,617         15,237
Deferred Income Taxes                                    909            845

Stockholders' Equity
  Common stock                                        50,626         43,611
  Other                                               (1,165)        (1,097)
  Retained earnings                                   22,487         13,928
  Cumulative translation adjustment                    4,355          2,458
- ----------------------------------------------------------------------------
    Total Stockholders' Equity                        76,303         58,900
- ----------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity          $132,020       $130,312
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------

</TABLE>

See accompanying Notes to Condensed Consolidated Financial Statements.


                                     Page 2
<PAGE>

                              BMC INDUSTRIES, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                   (Unaudited)
                    (in thousands, except per share amounts)

<TABLE>
<CAPTION>

                                                                           Three Months Ended             Nine Months Ended
                                                                              September 30                  September 30
                                                                         ----------------------       ------------------------
                                                                            1994           1993           1994           1993
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>            <C>           <C>            <C>

Revenues
  Net sales of primary products                                          $53,488        $44,558       $159,434       $138,902
  Equipment and technology sales                                             491            650          4,256          1,604
- ------------------------------------------------------------------------------------------------------------------------------
    Total revenues                                                        53,979         45,208        163,690        140,506
- ------------------------------------------------------------------------------------------------------------------------------
Operating Costs and Expenses
  Cost of sales of primary products                                       45,593         39,421        133,155        118,282
  Cost of equipment and technology sales                                     201            301          3,145            577
  Selling                                                                  2,038          1,818          6,140          5,784
  Administrative                                                             994            729          3,049          2,826
- ------------------------------------------------------------------------------------------------------------------------------
    Total operating costs and expenses                                    48,826         42,269        145,489        127,469
- ------------------------------------------------------------------------------------------------------------------------------

Income from Operations                                                     5,153          2,939         18,201         13,037
- ------------------------------------------------------------------------------------------------------------------------------

Other Income and (Expense)
  Interest expense                                                        (1,240)        (1,149)        (3,052)        (3,829)
  Interest income                                                            168             44            379            159
  Other                                                                      (36)            72            (19)            65
- ------------------------------------------------------------------------------------------------------------------------------
Earnings from Continuing Operations before Income Taxes
  and Cumulative Effect of Accounting Changes                              4,045          1,906         15,509          9,432
Income Tax Provision                                                       1,759            419          5,844          2,722
- ------------------------------------------------------------------------------------------------------------------------------
Earnings from Continuing Operations before Cumulative
  Effect of Accounting Changes                                             2,286          1,487          9,665          6,710
Provision for Loss Related to Discontinued Operation (less
  applicable income tax benefit of $461)--(Note 5)                            --             --           (839)            --
- ------------------------------------------------------------------------------------------------------------------------------
Earnings Before Cumulative Effect of Accounting Changes                    2,286          1,487          8,826          6,710
Cumulative Effect of Accounting Changes (Note 6)                              --             --             --         12,131
- ------------------------------------------------------------------------------------------------------------------------------


Net Earnings                                                             $ 2,286        $ 1,487       $  8,826       $ 18,841
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Earnings Per Share from Continuing Operations                            $  0.16        $  0.12       $   0.71       $   0.55
Loss Per Share Related to Discontinued Operation                              --             --           (.06)            --
Cumulative Effect of Accounting Changes                                       --             --             --           0.99
- ------------------------------------------------------------------------------------------------------------------------------

Net Earnings Per Share                                                   $  0.16        $  0.12       $   0.65       $   1.54
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Number of Shares Included in Per Share Computation                        13,861         12,594         13,569         12,264
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Dividends Declared Per Share                                             $  0.02        $    --       $   0.02       $     --
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------

</TABLE>


See accompanying Notes to Condensed Consolidated Financial Statements.


                                     Page 3
<PAGE>

                              BMC INDUSTRIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                              Nine Months Ended
                                                                                September 30
                                                                              -----------------
                                                                                 1994      1993
- -------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>
Net Cash Provided by (Used in) Operating Activities
  Net earnings                                                               $  8,826  $ 18,841
  Depreciation and amortization                                                 6,660     6,322
  Effect of accounting changes                                                      0   (12,131)
  Changes in operating assets and liabilities                                   9,201     2,468
- -------------------------------------------------------------------------------------------------
    Total                                                                      24,687    15,500
- -------------------------------------------------------------------------------------------------

Net Cash Provided by (Used in) Investing Activities
  Additions to property, plant and equipment                                   (6,709)   (5,916)
  Other                                                                             6       (16)
- -------------------------------------------------------------------------------------------------
    Total                                                                      (6,703)   (5,932)
- -------------------------------------------------------------------------------------------------

Net Cash Provided by (Used in) Financing Activities
  Decrease in short-term borrowings                                               (23)     (194)
  Repayment of long-term debt(1)                                              (22,534)  (13,129)
  Common stock issued(1)                                                        2,036       753
- -------------------------------------------------------------------------------------------------
    Total                                                                     (20,521)  (12,570)
- -------------------------------------------------------------------------------------------------

Effect of Exchange Rate Changes on Cash and Cash Equivalents                      240       (56)
- -------------------------------------------------------------------------------------------------

Net Increase (Decrease) in Cash and Cash Equivalents                           (2,297)   (3,058)
Cash and Cash Equivalents at Beginning of Period                               10,927     9,376
- -------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period                                   $  8,630  $  6,318
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
<FN>
(1)  IN 1994, IN ADDITION TO THE LONG-TERM DEBT REPAYMENT AND COMMON
STOCK ISSUANCE SHOWN ABOVE, $4,911 OF LONG-TERM DEBT WAS FORGIVEN AS
CONSIDERATION FOR THE EXERCISE OF WARRANTS.

</TABLE>


See accompanying Notes to Condensed Consolidated Financial Statements.


                                     Page 4
<PAGE>

                              BMC INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                    (in thousands, except per share amounts)



1.   Financial Statements

     In the opinion of management, the accompanying unaudited condensed
     consolidated financial statements contain all adjustments necessary to
     present fairly the financial position of the Company as of September 30,
     1994, and the results of operations and the cash flows for the periods
     ended September 30, 1994 and 1993.  Such adjustments are of a normal
     recurring nature.  Certain items in the financial statements for the period
     ended September 30, 1993 have been reclassified to conform to the
     presentation for the period ended September 30, 1994. The results of
     operations for the three-month and nine-month periods ended September 30,
     1994 are not necessarily indicative of the results to be expected for the
     full year.  The balance sheet at December 31, 1993 is derived from the
     audited balance sheet as of that date.  For further information, refer to
     the financial statements and footnotes thereto included in the Company's
     annual report on Form 10-K for the year ended December 31, 1993.


2.   Retirement of Long-Term Debt

     In the third quarter of 1994, the Company repaid all of its outstanding
     senior, subordinated and industrial development revenue bond debt.


3.   Exercise of Warrants by Warrant Holders


     In the third quarter of 1994, all remaining holders of warrants to purchase
     the Company's common stock exercised their warrants.  As a result, the
     Company issued 445,605 shares of its common stock to warrant holders.
     During the nine months ended September 30, 1994, all holders of warrants
     exercised their warrants resulting in the issuance of 965,514 shares of
     common stock.


4.   Stock Split

     On August 15, 1994, the Company declared a two-for-one stock split.
     Shareholders of record on August 25, 1994, received one additional share of
     common stock for each common share owned on that date.  As a result, the
     number of outstanding shares and earnings per share for prior periods
     presented have been restated to reflect the split.


                                     Page 5
<PAGE>

5.   Provision for Loss Related to Discontinued Operation

     In the first quarter of 1994, the Company made a provision for estimated
     losses of $1,300, less applicable income tax effect of $461, related to a
     discontinued operation.  This provision was prompted by claims and expenses
     growing out of environmental contamination and other claims related to the
     discontinued operation.  The environmental contamination occurred before
     1980 at an operation acquired by the Company in 1983 and disposed of in
     1986.


6.   Accounting  Changes

     Effective January 1, 1993, the Company changed its method of accounting for
     income taxes as required by Financial Accounting Standards Board Statement
     No. 109, ACCOUNTING FOR INCOME TAXES.  As permitted under the new rules,
     prior years' financial statements were not restated.  The cumulative effect
     of adopting Statement No. 109 as of January 1, 1993, was to increase net
     income by $12,855  or $1.05 per share.  The principal change affecting the
     Company under Statement No. 109 is a change in the recognition and
     measurement criteria with respect to deferred tax assets.

     Also effective January 1, 1993, the Company adopted Financial Accounting
     Standards Board Statement No. 106, EMPLOYERS' ACCOUNTING FOR POSTRETIREMENT
     BENEFITS OTHER THAN PENSIONS. The cumulative effect of adopting Statement
     No. 106 was to decrease net income by $724, net of tax, or $.06 per share.
     Under the new rules the Company accrues the expected cost of providing
     postretirement benefits other than pensions during the years that eligible
     employees render service.


<TABLE>
<CAPTION>
7.   Inventories           September 30, 1994   December 31, 1993
                           ------------------   -----------------
     <S>                   <C>                  <C>
     Raw materials                    $11,921              $8,543
     Work in process                    4,984               4,559
     Finished goods                    12,767              14,176
                                      -------             -------
     Total Inventories                $29,672             $27,278
                                      -------             -------
                                      -------             -------
</TABLE>


8.   Long-term Contract

     Work is continuing on a long-term contract for the construction of aperture
     mask production equipment for a customer in China.  At September 30, 1994,
     the contract was 11.5% complete.  No change has been made in the estimate
     of costs to complete the contract.


9.   Earnings Per Share

     Primary earnings per share is computed using the weighted average number of
     common and common equivalent shares outstanding during the period.  Common
     stock equivalents include dilutive stock options and warrants using the
     treasury stock method.  Fully diluted earnings per share did not differ
     significantly from primary earnings per share in both years.


                                     Page 6
<PAGE>

                              BMC INDUSTRIES, INC.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS



RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993

Total revenues for the third quarter of 1994 increased by $8.8 million or 19%
from the third quarter of 1993.  Net sales of primary products increased $8.9
million or 20% from the third quarter of 1993.  Net sales of the Precision
Imaged Products group increased by 33%  due primarily to an improvement in sales
mix related to increased sales of larger-sized and invar color television
aperture masks.  Net sales of the Optical Products group increased 2%  due
primarily to an increase in unit sales of polycarbonate eyewear lenses partially
offset by a decline in sales of hard resin plastic eyewear lenses.

Cost of sales of primary products was 85.2% of net sales for the third quarter
of 1994, compared to 88.5% in the same period of 1993.  The improvement occurred
in both groups and was due primarily to improved sales mix and enhanced
manufacturing efficiencies.

Net interest expense for the third quarter of 1994 declined by $33,000 in
comparison to the prior year's third quarter.  This was due primarily to lower
average debt balances in the third quarter of 1994, largely offset by charges
associated with the prepayment of the Company's long-term debt.

The provision for income taxes was 43.5% of pre-tax income in the third quarter
of 1994 compared to 22.0% for the same period in 1993. The Company anticipates
that its effective tax rate for the total year of 1994 will be in the
approximate range of 37% to 41%.

COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993

Total revenues for the first nine months of 1994 increased $23.2 million or 17%
over the first nine months of 1993.  Net sales of primary products increased
$20.5 million or 15% .  Net sales of the Precision Imaged Products group
increased by 19% due primarily to an improvement in sales mix related to
increased sales of larger-sized and invar color television aperture masks.  Net
sales of the Optical Products group increased 8%, due primarily to an increase
in unit sales of polycarbonate eyewear lenses.

Cost of sales of primary products was 83.5% of net sales in the first nine
months of 1994 compared to 85.2% in the same period of 1993.  The improvement
occurred throughout the Company and was due primarily to improved sales mix and
enhanced manufacturing efficiencies.

Net interest expense declined by $997,000 in the first nine months of 1994
compared to the same period in 1993, due to lower average debt balances,
partially offset by charges associated with prepayment of the Company's long
term debt.

The provision for income taxes was 37.7% of pre-tax income in the first nine
months of 1994 compared to 28.9% for the same period in 1993. The Company
anticipates that its effective tax rate for the total year of 1994 will be in
the approximate range of 37% to 41%.


                                     Page 7
<PAGE>

FINANCIAL POSITION AND LIQUIDITY

Cash and cash equivalent balances declined by $2.3 million during the first nine
months of 1994, due primarily to prepayment of substantially all of the
Company's debt and capital expenditures, partially offset by collections on an
equipment contract, the exercise of warrants and a net reduction in
non-cash/non-debt working capital.   Working capital was $32.3 million at
September 30, 1994, compared to $34.5 million at December 31, 1993.  The current
ratio was 1.8 at September 30, 1994, compared with 1.9 at December 31, 1993.
Total debt was $71,000 at September 30, 1994, compared to $27.2 million at
December 31, 1993.  The ratio of total liabilities to equity declined to 0.7 at
September 30, 1994 compared to 1.2 at December 31, 1993.

The Company had $41.8 million available for short-term borrowing under domestic
and foreign bank lines at September 30, 1994.  As of September 30, 1994, the
Company had commitments of $5.1 million for capital purchases.

Management believes that sufficient cash can be generated through operations and
borrowings to finance the Company's short and long-term cash needs.


                                     Page 8
<PAGE>

PART II.  OTHER INFORMATION.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

          (a)  EXHIBITS

               28.1   News Release, dated October 18, 1994, announcing third
                      quarter 1994 operating results. . . Filed herewith, page
                      10.

               28.2   News Release, dated September 1, 1994, announcing
                      retirement of all debt and declaration of cash dividend
                      . . . Filed herewith,

               28.3   News Release, dated August 15, 1994, announcing
                      declaration of a 2-for-1 stock split . . . Filed herewith,
                      Page 14.

          (b)  REPORTS ON FORM 8-K.

               The Company did not file any reports on Form 8-K during the
               quarter ended September 30, 1994.


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.


                                   BMC INDUSTRIES, INC.



                                   /s/ Terry R. Nygaard
                                   --------------------
                                   Terry R. Nygaard
                                   Controller (Principal Accounting Officer)


Dated:   November 11, 1994.


                                     Page 9

<PAGE>

CONTACT:  Merle D. Kerr                 (NYSE -- BMC)
          (612) 851-6020                FOR IMMEDIATE RELEASE


               BMC INDUSTRIES REPORTS RECORD THIRD QUARTER RESULTS

October 18, 1994 -- Minneapolis, MN -- BMC Industries, Inc. today reported net
earnings of $2,286,000 or $.16 per share for the third quarter of 1994, an
increase of $799,000 or 54% from $1,487,000 or $.12 per share in the
year-earlier period.  Total revenues rose 19% in the third quarter to
$53,979,000.

Earnings from continuing operations for the first nine months of 1994 totaled
$9,665,000 or $.71 per share.  This represented an improvement of $2,955,000 or
44% over the $6,710,000 or $.55 per share for the first nine months of the prior
year.

Paul B. Burke, BMC's president and chief executive officer, said the third
quarter results represented continued improvement in the Company's core
manufacturing operations.  Burke said the third quarter net income was a new
third quarter record for BMC.  He said the third quarter of 1994 marked the
fourteenth successive quarter of higher earnings in comparison to the
year-earlier period, excluding income from the sale of equipment and technology
and other non-recurring items.

Burke added that both of the Company's core manufacturing operations, Precision
Imaged Products and Optical Products, showed improved sales and improved profit
margins. He said these improvements reflected increased unit volumes, improved
operating efficiencies and the Company's ongoing focus on higher-margin growth
opportunities in its primary markets.

BMC is one of the world's largest manufacturers of aperture masks for color
television tubes and computer monitors. The Company is also a leading producer
of polycarbonate, glass and plastic eyewear lenses.  The common stock of the
Company is traded on the New York Stock Exchange under the symbol "BMC".


                                   -- more --


                                     Page 10
<PAGE>

                              BMC INDUSTRIES, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                   (Unaudited)
                    (in thousands, except per share amounts)


<TABLE>
<CAPTION>

                                                                           Three Months Ended             Nine Months Ended
                                                                              September 30                  September 30
                                                                         ----------------------       ------------------------
                                                                            1994           1993           1994           1993
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>            <C>           <C>            <C>

Revenues
  Net Sales of primary products                                          $53,488        $44,558       $159,434       $138,902
  Equipment and technology sales                                             491            650          4,256          1,604
- ------------------------------------------------------------------------------------------------------------------------------
    Total Revenues                                                        53,979         45,208        163,690        140,506
- ------------------------------------------------------------------------------------------------------------------------------
Operating Costs and Expenses
  Cost of sales of primary products                                       45,593         39,421        133,155        118,282
  Cost of equipment and technology sales                                     201            301          3,145            577
  Selling                                                                  2,038          1,818          6,140          5,784
  Administrative                                                           2,067            729          3,049          2,826
- ------------------------------------------------------------------------------------------------------------------------------
    Total Operating Costs and Expenses                                       945         42,269        145,489        127,469
- ------------------------------------------------------------------------------------------------------------------------------

Income from Operations                                                     5,153          2,939         18,201         13,037
- ------------------------------------------------------------------------------------------------------------------------------

Other Income and (Expense)
  Interest expense                                                        (1,240)        (1,149)        (3,052)        (3,829)
  Interest income                                                            168             44            379            159
  Other                                                                      (36)            72            (19)            65
- ------------------------------------------------------------------------------------------------------------------------------
Earnings from Continuing Operations before Income Taxes
  and Cumulative Effect of Accounting Changes                              4,045          1,906         15,509          9,432
Income Taxes                                                               1,759            419          5,844          2,722
- ------------------------------------------------------------------------------------------------------------------------------
Earnings from Continuing Operations before Cumulative
  Effect of Accounting Changes                                             2,286          1,487          9,665          6,710
Provision for Loss Related to Discontinued Operation (less
  applicable income tax benefit of $461)--(Note 1)                            --             --           (839)            --
- ------------------------------------------------------------------------------------------------------------------------------
Earnings before Cumulative Effect of Accounting Changes                    2,286          1,487          8,826          6,710
Cumulative Effect of Accounting Changes (Note 2)                              --             --             --         12,131
- ------------------------------------------------------------------------------------------------------------------------------

Net Earnings                                                             $ 2,286        $ 1,487       $  8,826       $ 18,841
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Earnings Per Share from Continuing Operations                            $  0.16        $  0.12       $   0.71       $   0.55
Loss Per Share Related to Discounted Operation                                --             --          (0.06)            --
Cumulative Effect of Accounting Changes                                       --             --             --           0.99
- ------------------------------------------------------------------------------------------------------------------------------

Net Earnings Per Share                                                   $  0.16        $  0.12       $   0.65       $   1.54
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Number of Shares Included in Per Share Computation                        13,861         12,594         13,569         12,264
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------

</TABLE>


                                    - more -


                                     Page 11
<PAGE>

Note 1 - Provision for Loss Related to Discontinued Operation

In the first quarter of 1994, the Company made a provision for estimated losses
of  $1,300, less applicable income tax effect of $461, related to a discontinued
operation.  This provision was prompted by claims and expenses growing out of
environmental contamination and other claims related to the discontinued
operation.  The environmental contamination occurred before 1980 at an operation
acquired by BMC in 1983 and disposed of in 1986. This provision is in addition
to a provision made in the fourth quarter of 1993 which related to the same
matter.


Note 2 - Cumulative Effect of Accounting Changes

Effective January 1, 1993, the Company changed its method of accounting for
income taxes as required by Financial Accounting Standards Board Statement No.
109, ACCOUNTING FOR INCOME TAXES. As permitted under the new rules, prior years'
financial statements were not restated.  The cumulative effect of adopting
Statement No. 109 as of January 1, 1993 was to increase net income by $12,855
or $1.05 per share.  The principal change affecting the Company under Statement
No. 109 is a change in the recognition and measurement criteria with respect to
deferred tax assets.

Also effective January 1, 1993, the Company adopted Financial Accounting
Standards Board Statement No. 106, EMPLOYERS' ACCOUNTING FOR POSTRETIREMENT
BENEFITS OTHER THAN PENSIONS.  The cumulative effect of adopting Statement No.
106 was to decrease net income by $724, net of tax, or $.06 per share.  Under
the new rules the Company accrues the expected cost of providing postretirement
benefits other than pensions during the years that eligible employees render
service.


                                      -30-


                                     Page 12

<PAGE>





Contact:  Merle D. Kerr                      (NYSE-BMC)
          (612) 851-6020                     FOR IMMEDIATE RELEASE


                    BMC RETIRES ALL DEBT, ANNOUNCES DIVIDEND

September 1, 1994--Minneapolis, Minnesota--BMC Industries, Inc. today said it
has paid off all of its outstanding senior, subordinated and IDRB debt, leaving
the Company debt-free. Concurrently, the Company announced that all warrants
related to such debt had been exercised.  Finally, BMC announced that its Board
of Directors has approved a quarterly cash dividend of two cents per share.

Shareholders of record as of September 21 will receive a dividend of two cents
for each share owned (on a post-split basis) on that date, to be paid on October
5, 1994.

Paul B. Burke, BMC's President and Chief Executive Officer, stated:  "The
repayment of all of the debt incurred in the mid-eighties represents a milestone
for BMC.  Our entire team is to be commended for the hard work that generated
earnings and reductions in working capital that allowed us to reduce our debt
from $72 million to zero in less than four years.  While we appreciated the
support and partnership we enjoyed with the lending institutions that held this
debt, the debt carried interest rates averaging 11%, along with very restrictive
covenants.  We will incur new debt in the future to finance our growth plans,
but we expect that such debt will carry rates and terms more attractive than
those of the retired debt.

We are also very pleased to commence a quarterly dividend to our shareholders,
the first one in over nine years. To achieve our growth objectives we will
continue to reinvest a substantial majority of our earnings in our businesses.
However, with the strong improvement in the Company's financial position, the
Board of Directors felt it was appropriate to offer a current return to
shareholders through a modest dividend."

BMC Industries, Inc. is one of the world's largest manufacturers of aperture
masks for color picture tubes used in televisions and computer monitors.  The
Company is also a leading producer of polycarbonate, glass and plastic eyewear
lenses.  BMC's common stock is traded on the New York Stock Exchange under the
symbol BMC.


                                     - 30 -


                                     Page 13

<PAGE>




Contact:  Michael P. Hawks                   (NYSE-BMC)
          (612) 851-6030                     FOR IMMEDIATE RELEASE

                        BMC DECLARES 2 FOR 1 STOCK SPLIT

August 15, 1994--Minneapolis, Minnesota--BMC Industries today said its board of
directors has approved a two-for-one split of its outstanding common shares.

Shareholders of record as of August 25 will receive an additional share for each
share owned on that date, to be distributed on September 8, 1994.

Paul B. Burke, BMC's President and Chief Executive Officer, stated that "The
continuing growth in BMC's earnings and the strengthening of its balance sheet
has led to increased interest in BMC's shares on the part of the investment
community and a stronger share price. This split is designed to increase the
liquidity in the Company's stock so that more shares are available for trading."

BMC Industries is one of the world's largest manufacturers of aperture masks for
color picture tubes used in televisions and computer monitors.  The Company is
also a leading producer of polycarbonate, glass and plastic eyewear lenses.
BMC's common stock is traded on the New York Stock Exchange under the symbol
BMC.


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