BMC INDUSTRIES INC/MN/
10-Q, 1996-11-12
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,
          1996.

  / /     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 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 27,317,239 shares of common stock as of 
November 8, 1996.  There is no other class of stock outstanding.


                                 Page 1 of 17
                       Exhibit Index Begins at Page 10.

<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                                                        1996             1995
- -----------------------------------------------------------------------------------
<S>                                                   <C>               <C>
Current Assets
   Cash and cash equivalents                           $     5,270      $    15,874
   Trade accounts receivable, net of allowances             22,837           23,003
   Inventories                                              48,643           34,772
   Deferred income taxes                                     4,571            3,753
   Other current assets                                      8,816            5,964
- -----------------------------------------------------------------------------------
        Total Current Assets                                90,137           83,366
- -----------------------------------------------------------------------------------

Property, Plant and Equipment                              200,313          171,711
Less Accumulated Depreciation                               95,316           90,302
                                                          --------         --------
   Property, Plant and Equipment, Net                      104,997           81,409
                                                          --------         --------
Deferred Income Taxes                                        5,879            5,362
Other Assets, Net                                           11,489           12,195
- -----------------------------------------------------------------------------------

Total Assets                                           $   212,502      $   182,332
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY
- -----------------------------------------------------------------------------------

Current Liabilities
   Short-term borrowings                               $     3,139 
   Accounts payable                                         20,172      $    20,408
   Income taxes payable                                      8,892            9,308
   Accrued expenses and other current liabilities           23,072           20,920
- -----------------------------------------------------------------------------------
        Total Current Liabilities                           55,275           50,636
- -----------------------------------------------------------------------------------

Long-Term Debt                                               3,967               26
Other Liabilities                                           19,551           21,628
Deferred Income Taxes                                        1,498            1,576

Stockholders' Equity 
   Common stock                                             55,613           52,974
   Retained earnings                                        73,121           50,962
   Cumulative translation adjustment                         4,306            5,749
   Other                                                      (829)          (1,219)
- -----------------------------------------------------------------------------------
        Total Stockholders' Equity                         132,211          108,466
- -----------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity             $   212,502      $   182,332
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
</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
                                                          -------------------------------------------------
                                                             1996       1995            1996        1995
- -----------------------------------------------------------------------------------------------------------
<S>                                                       <C>       <C>            <C>         <C>
Revenues
   Net sales of primary products                         $ 68,158   $ 58,189       $ 203,780   $ 179,968
   Equipment and technology sales                              --      1,014             853      10,216
- -----------------------------------------------------------------------------------------------------------
        Total Revenues                                     68,158     59,203         204,633     190,184
- -----------------------------------------------------------------------------------------------------------
Operating Costs and Expenses
   Cost of sales of primary products                       53,840     47,677         158,422     146,787
   Cost of equipment and technology sales                      --        466             370       6,134
   Selling                                                  2,334      2,078           7,451       6,558
   Administrative                                           1,210      1,653           3,725       4,237
- -----------------------------------------------------------------------------------------------------------
        Total Operating Costs and Expenses                 57,384     51,874         169,968     163,716
- -----------------------------------------------------------------------------------------------------------
Income from Operations                                     10,774      7,329          34,665      26,468
- -----------------------------------------------------------------------------------------------------------
Other Income and (Expense)
   Interest expense                                          (246)      (103)           (436)       (208)
   Interest income                                             60        206             210         604
   Other income (expense)                                      89          7             120        (152)
- -----------------------------------------------------------------------------------------------------------
Earnings before Income Taxes                               10,677      7,439          34,559      26,712
Income Tax Provision                                        3,520      2,891          11,377       9,993
- -----------------------------------------------------------------------------------------------------------
Net Earnings                                             $  7,157   $  4,548       $  23,182    $ 16,719
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Net Earnings Per Share                                   $   0.25   $   0.16       $    0.82    $   0.59
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Number of Shares Included in Per Share Computation         28,390     28,369          28,346      28,210
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Dividends Declared Per Share                             $ 0.0125   $   0.01       $  0.0375    $   0.03
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</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
                                                               --------------------------
                                                                    1996          1995
- -----------------------------------------------------------------------------------------
<S>                                                            <C>           <C>
Net Cash Provided by Operating Activities
   Net earnings                                                $  23,182     $  16,719
   Depreciation and amortization                                   7,661         6,665
   Changes in operating assets and liabilities                   (17,622)        4,227
- -----------------------------------------------------------------------------------------
        Total                                                     13,221        27,611
- -----------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Investing Activities
   Additions to property, plant and equipment                    (32,908)      (23,291)
   Other                                                              --            22
- -----------------------------------------------------------------------------------------
        Total                                                    (32,908)      (23,269)
- -----------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Financing Activities 
   Short-term borrowings                                           3,139            --
   Long-term borrowings                                            3,941           (15)
   Common stock issued                                             2,639           776
   Cash dividends paid                                            (1,020)         (805)
   Other                                                             462           127
- -----------------------------------------------------------------------------------------
        Total                                                      9,161            83
- -----------------------------------------------------------------------------------------
Effect of Exchange Rate Changes on Cash and Cash Equivalents         (78)          149
- -----------------------------------------------------------------------------------------

Net Increase (Decrease) in Cash and Cash Equivalents             (10,604)        4,574
Cash and Cash Equivalents at Beginning of Period                  15,874        14,327
- -----------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period                     $   5,270     $  18,901
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
</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,
     1996, and the results of operations and the cash flows for the periods
     ended September 30, 1996 and 1995.  Such adjustments are of a normal
     recurring nature.  Certain items in the financial statements for the
     periods ended September 30, 1995 have been reclassified to conform to the
     presentation for the periods ended September 30, 1996.  The results of
     operations for the three-month and nine-month periods ended September 30,
     1996 are not necessarily indicative of the results to be expected for the
     full year.  The balance sheet as of December 31, 1995 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, 1995.
     

2.   Inventories

                            September 30, 1996    December 31, 1995
                            ------------------    -----------------
     Raw materials                    $ 14,497             $ 12,556
     Work in process                    10,734                5,772
     Finished goods                     23,412               16,444
                                       -------              -------
     Total Inventories                $ 48,643             $ 34,772
                                       -------              -------
                                       -------              -------

3.   Credit Facilities

     During the second quarter of 1996, the Company signed a new credit
     agreement (the Agreement) with three domestic banks for unsecured
     borrowings totaling $150,000.  This Agreement consists of a $70,000 four-
     year revolving credit facility for general corporate purposes and an
     $80,000 one-year acquisition credit facility.  Borrowings under the
     Agreement bear interest at the Eurodollar Rate plus 0.30% to 0.70%.  The
     rate spread is dependent upon the Company's ratio of debt to total
     capitalization.  In addition, the Company pays a facility fee on unborrowed
     funds at rates ranging from 0.08% to 0.175%, depending on the Company's
     debt to total capitalization ratio.  Under terms of the Agreement, the
     Company must meet certain affirmative covenants, including maintaining a
     specified total capitalization ratio, interest coverage ratio, cash flow
     leverage ratio and tangible net worth.  The Company was in compliance with
     all covenants and no borrowings were outstanding under the Agreement at
     September 30, 1996.
     
     The Company had long-term and short-term borrowings of $7,106 at September
     30, 1996.  These borrowings are under the credit facilities maintained by
     the Company's German subsidiary and are more completely described in the
     Company's Annual Report on Form 10-K as of December 31, 1995.


                                    Page 5

<PAGE>


4.   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, 1996,
     the contract was approximately 90% complete.  At September 30, 1996, no
     material change had been made in the estimate of costs to complete the
     contract.
     
5.   Earnings Per Share

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

6.   Legal Matters

     In April 1996, the Company was named as a potentially responsible party
     (PRP) at a site in Zionsville, Indiana.  This is the third site at this
     location for which the Company has been named a PRP.  The Company entered
     into a de minimis settlement agreement for the prior two sites and also
     believes that it will be a de minimis party at this site. As of August 30,
     1996, the Company entered into a de minimis settlement with the U.S.
     Environmental Protection Agency in settlement of its liability as a PRP at
     the Conservation Chemical Company of Illinois, Inc. site in Gary, Indiana. 
     In July 1996, the Company also joined the PRP group for the Port Crane, New
     York site at which the Company has been named a PRP, but for which it is
     seeking a de minimis settlement.  The PRP group has entered into a Consent
     Order for a removal action at the site to prevent any further
     contamination. The Company does not believe the eventual outcome at these
     sites will have a material adverse effect on the financial condition of the
     Company.
     
     There are no other material changes in the status of the Barth Industries
     legal proceeding or any other legal proceeding or environmental matter
     described in the Company's Annual Report on Form 10-K for the year ended
     December 31, 1995.


                                    Page 6

<PAGE>


                              BMC INDUSTRIES, INC.
           ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

Third quarter revenues from primary products (excluding equipment and technology
sales) increased $10.0 million or 17% from the third quarter of 1995.  Primary
product revenues of the Precision Imaged Products group for the third quarter
increased 16% due primarily to sales of invar, jumbo (30" and larger) and large
(25" to 29") aperture masks, which have higher gross margin percentages than
steel or smaller mask sizes, increasing 23%, 32% and 20%, respectively, over
third quarter 1995 sales.  BMC's new high-resolution computer monitor mask line
at the Company's manufacturing facility in Germany substantially increased
volumes and continued to move up the yield curve during the third quarter.  The
Company believes that the new high-resolution line will contribute significant
sales in the fourth quarter.  Net sales of the Optical Products group increased
20% due to higher sales in all product lines.  Sales of high end products
(polycarbonate, progressive, high index and polarizing sunglass lenses)
increased 15% over the same quarter in the prior year.  Optical Products
international sales were up 60% over the comparable prior year quarter.

Cost of sales of primary products were 79% of net sales for the third quarter of
1996, compared to 82% in the same period of 1995.  The improvement occurred in
both groups and was due primarily to improved sales mix of higher-margin
products and improved yields and manufacturing efficiencies.  The Optical
Products group also benefited from the acquisition of plastic lenses from a
lower cost, off-shore manufacturer.

Administrative expenses decreased $0.4 million during the third quarter of 1996
compared to 1995 primarily due to reduced expense related to compensation plans
that are tied to the Company's stock price.

Interest expense, net of interest income, increased $0.3 million due primarily
to reduced cash and increased debt balances which resulted from the Company's
increased capital spending for expansion of the Cortland aperture mask facility.

The provision for income taxes was 33% of pre-tax income in the third quarter of
1996 compared to 39% for the same period in 1995.  Foreign earnings, which incur
taxes at rates higher than in the U.S., represented a lower proportion of
earnings in the third quarter of 1996 compared to the same period in 1995. 
Also, a reduction in the valuation allowance for deferred tax assets reduced the
1996 rate.

COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

Total revenues from primary products (excluding equipment and technology sales)
for the first nine months of 1996 increased $23.8 million or 13% over the first
nine months of 1995.  Primary product revenues of the Precision Imaged
Products group for the first nine months of 1996 increased 13% due 


                                    Page 7

<PAGE>


primarily to continued improvement in sales mix toward higher-margin jumbo 
masks (30" and larger) and invar color television aperture masks.  For the 
first nine months of 1996, sales of invar, jumbo and large masks increased 
22%, 51% and 14%, respectively, over the comparable 1995 period.  Net sales 
of the Optical Products group increased 14% due to higher sales in all 
product lines.  In particular, sales of high end products (polycarbonate, 
progressive, high index and polarizing sunglass lenses) increased 15% over 
the prior year.  Optical Products international sales were up 46% over the 
comparable prior year nine month period.

Cost of sales of primary products were 78% of net sales for the first nine
months of 1996, compared to 82% in the same period of 1995.  The improvement
occurred throughout the Company and was due primarily to improved sales mix of
higher-margin products and improved yields and manufacturing efficiencies.

Administrative expenses decreased $0.5 million during the first nine months of
1996 compared to 1995 primarily due to reduced expense related to compensation
plans that are tied to the Company's stock price.

Interest expense, net of interest income, increased $0.6 million due primarily
to reduced cash and increased debt balances which resulted from the Company's
increased capital spending for expansion of the Cortland aperture mask facility.

The provision for income taxes was 33% of pre-tax income in the first nine
months of 1996 compared to 37% for the same period in 1995.   Foreign earnings,
which incur taxes at higher rates than in the U.S., represented a lower
proportion of earnings in the first nine months of 1996 compared to the same
period in 1995.  Also, a reduction in the valuation allowance for deferred tax
assets reduced the 1996 rate.

FINANCIAL POSITION AND LIQUIDITY

Cash and cash equivalent balances decreased $10.6 million and borrowings
increased $7.1 million during the first nine months of 1996, due primarily to
$32.9 million of capital expenditures relating primarily to the expansion of the
Company's aperture mask manufacturing facilities and increased inventory levels,
offset partially by cash generated from earnings.  The increased inventory
levels were due primarily to building inventories related to the new computer
monitor high-resolution mask line and increasing inventories in the Optical
Products group to support new product introductions.  Working capital was $34.9
million at September 30, 1996 compared to $32.7 million at December 31, 1995. 
The current ratio was 1.63 at September 30, 1996, compared to 1.65 at December
31, 1995.  The ratio of total liabilities to equity declined to 0.61 at
September 30, 1996 compared to 0.68 at December 31, 1995.

During the second quarter of 1996, the Company signed a $150 million unsecured
credit facility consisting of a $70 million revolving credit facility for
general corporate purposes and an $80 million acquisition credit facility.  The
Company expects a significant increase in its capital spending in 1996 due to
approximately $45 million of capital spending relating to the two-line expansion
of the Company's aperture mask manufacturing facility at Cortland, New York. 
The revolving credit facility will provide the funds needed for capital spending
related to the Cortland expansion and the Company's new polycarbonate facility
under construction in Ramsey, Minnesota. The acquisition credit facility will


                                    Page 8

<PAGE>


provide immediately available funds in the event the Company encounters a 
strategic acquisition opportunity.  As of September 30, 1996, the Company had 
commitments of approximately $22.4 million related to capital projects, a 
majority of which was related to the Cortland expansion.

ENVIRONMENTAL

In April 1996, the Company was named as a potentially responsible party (PRP) at
a site in Zionsville, Indiana.  This is the third site at this location for
which the Company has been named a PRP.  The Company entered into a de minimis
settlement agreement for the prior two sites and also believes that it will be a
de minimis party at this site.  As of August 30, 1996, the Company entered into
a de minimis settlement with the U.S. Environmental Protection Agency in
settlement of its liability as a PRP at the Conservation Chemical Company of
Illinois, Inc. site in Gary, Indiana.  In July 1996, the Company also joined the
PRP group for the Port Crane, New York site at which the Company has been named
a PRP, but for which it is seeking a de minimis settlement.  The PRP group has
entered into a Consent Order for a removal action at the site to prevent any
further contamination. The Company does not believe the eventual outcome at
these sites will have a material adverse effect on the financial condition of
the Company.

There are no other material changes in the status of the legal proceedings and
environmental matters described in the Company's Annual Report on Form 10-K for
the year ended December 31, 1995.


                                    Page 9

<PAGE>


                          Part II:  OTHER INFORMATION

ITEM 1.  With regard to legal proceedings and certain environmental matters, 
         see "Management's  Discussion and Analysis of Financial Condition 
         and Results of Operations" on page 9 and Note 6 of the "Notes to 
         Condensed Consolidated Financial Statements" on page 6.

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

    (a)  EXHIBITS                                                           PAGE

           27.   Financial Data Schedule (filed only in electronic format)

           99.1  News Release, dated October 17, 1996, announcing the 
                 third quarter 1996 operating results....................... 11

           99.2  News Release, dated September 6, 1996, announcing 
                 quarterly dividend......................................... 15

           99.3  News Release, dated August 14, 1996, announcing approval 
                 of the new Polycarbonate facility. ........................ 16

    (b)  REPORTS ON FORM 8-K.

         The Company did not file any reports on Form 8-K during the quarter
         ended September 30, 1996.

SIGNATURES

Pursuant to the requirements of the Securities and 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/ Jeffrey L. Wright
                                        ------------------------------------
                                        Jeffrey L. Wright
                                        Corporate Controller
                                        (Principal Accounting Officer)

Dated:    November 12, 1996


                                    Page 10



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                           4,820
<SECURITIES>                                       450
<RECEIVABLES>                                   25,942
<ALLOWANCES>                                     3,105
<INVENTORY>                                     48,643
<CURRENT-ASSETS>                                90,137
<PP&E>                                         200,313
<DEPRECIATION>                                  95,316
<TOTAL-ASSETS>                                 212,502
<CURRENT-LIABILITIES>                           55,275
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        55,613
<OTHER-SE>                                      76,598
<TOTAL-LIABILITY-AND-EQUITY>                   212,502
<SALES>                                        203,973
<TOTAL-REVENUES>                               204,633
<CGS>                                          158,792
<TOTAL-COSTS>                                  169,968
<OTHER-EXPENSES>                                 (120)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 436
<INCOME-PRETAX>                                 34,559
<INCOME-TAX>                                    11,377
<INCOME-CONTINUING>                             23,182
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    23,182
<EPS-PRIMARY>                                     0.82
<EPS-DILUTED>                                     0.82
        

</TABLE>

<PAGE>


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

                    BMC REPORTS RECORD THIRD QUARTER EARNINGS

October 17, 1996 -- Minneapolis, MN -- BMC Industries, Inc. today reported third
quarter net earnings of $7,157,000 or $.25 per share, up 57% from earnings of
$4,548,000 or $.16 per share in the year-earlier period.  Third quarter revenues
for primary products (excluding equipment and technology sales) increased 17%
over the prior year quarter.

Net earnings for the first nine months of 1996 totaled $23,182,000 or $.82 per
share.  This represented an improvement of $6,463,000 or 39% over the
$16,719,000 or $.59 per share recorded for the first nine months of the prior
year.  Revenues from primary products for the first nine months of 1996 were 13%
higher than the same period in the prior year.

Paul B. Burke, BMC's chairman and chief executive officer stated "The third
quarter represents another quarterly earnings record for BMC and is the twenty-
second consecutive quarter of increased net earnings over the year-earlier
period, excluding income from the sale of equipment and technology and other
non-recurring items.  Very importantly, this was a team effort with all three
divisions contributing to this significant achievement."

The Company's Precision Imaged Products operation (including both the Mask
Operation and Buckbee-Mears St. Paul) posted record third quarter results. 
Excluding sales of long-term equipment and technology contracts, third quarter
Precision Imaged Products sales increased 16% over the third quarter of 1995.  
More importantly, the profitability of Precision Imaged Products, excluding
equipment and technology contracts, increased 50% when compared to the prior
year quarter.  This record performance resulted from a continued sales mix shift
to higher margin products and solid operating gains.  Third quarter revenues
from invar, jumbo (30" and larger) and large (25" to 29") aperture masks
increased 23%, 32% and 20%, respectively.  Significant manufacturing
improvements were realized at both Mask manufacturing facilities.   BMC's new
high-resolution computer monitor mask line at the Company's manufacturing
facility in Germany (BME) substantially increased volumes and continued to move
up the yield curve in the third quarter.  Due to the very demanding nature of
high-resolution computer monitor masks, final quality assurance checks permitted
only nominal shipments in the third quarter.  The 


                                    Page 11

<PAGE>


Company has now commenced, subsequent to the end of the third quarter,
production volume shipments under firm purchase orders which will result in
significant shipments and sales in the fourth quarter.  Buckbee-Mears St. Paul
also realized product mix and manufacturing improvements that contributed
significantly toward its 46% increase in third quarter profits over the prior
year.

BMC's Optical Products operation posted record third quarter results as well. 
Third quarter sales increased 20% over the year-earlier period, while 
profitability increased 29%.  Sales growth occurred in each product line and 
international sales growth was particularly strong.   Sales of high end 
products (polycarbonate, progressive, high index and polarizing sunglass 
lenses) increased 15% over the same quarter in the prior year.  In addition, 
the Company continued to realize benefits from its Far East sourcing program 
for plastic lenses.

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". 


                                    Page 12

<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
                                                       ---------------------------------------------
                                                          1996       1995          1996        1995
- ----------------------------------------------------------------------------------------------------
<S>                                                   <C>        <C>         <C>         <C>
Revenues 
     Net sales of primary products                    $ 68,158   $ 58,189     $ 203,780   $ 179,968
     Equipment and technology sales                         --      1,014           853      10,216
- ----------------------------------------------------------------------------------------------------
          Total Revenues                                68,158     59,203       204,633     190,184
- ----------------------------------------------------------------------------------------------------
Operating Costs and Expenses 
     Cost of sales of primary products                  53,840     47,677       158,422     146,787
     Cost of equipment and technology sales                 --        466           370       6,134
     Selling                                             2,334      2,078         7,451       6,558
     Administrative                                      1,210      1,653         3,725       4,237
- ----------------------------------------------------------------------------------------------------
          Total Operating Costs and Expenses            57,384     51,874       169,968     163,716
- ----------------------------------------------------------------------------------------------------
Income from Operations                                  10,774      7,329        34,665      26,468
- ----------------------------------------------------------------------------------------------------
Other Income and (Expense)
     Interest expense                                     (246)      (103)         (436)       (208)
     Interest income                                        60        206           210         604
     Other income (expense)                                 89          7           120        (152)
- ----------------------------------------------------------------------------------------------------
Earnings before Income Taxes                            10,677      7,439        34,559      26,712
Income Taxes                                             3,520      2,891        11,377       9,993
- ----------------------------------------------------------------------------------------------------
Net Earnings                                          $  7,157   $  4,548     $  23,182   $  16,719
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
Earnings Per Share                                    $   0.25   $   0.16     $    0.82   $    0.59
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
Number of Shares Included in Per Share Computation      28,390     28,369        28,346      28,210
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>


                                    Page 13

<PAGE>


                              BMC INDUSTRIES, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>
                                                          September 30  December 31
AS  SETS                                                          1996         1995
- --------------------------------------------------------------------------------------
<C>                                                          <C>          <C>
Current Assets
   Cash and cash equivalents                                 $   5,270    $  15,874
   Trade accounts and notes receivable, net of allowances       22,837       23,003
   Inventories                                                  48,643       34,772
   Deferred income taxes                                         4,571        3,753
   Other current assets                                          8,816        5,964
- ----------------------------------------------------------------------------------------
        Total Current Assets                                    90,137       83,366
- ----------------------------------------------------------------------------------------
Property, Plant and Equipment                                  200,313      171,711
Less Accumulated Depreciation                                   95,316       90,302
                                                              --------     --------
   Property, Plant and Equipment, Net                          104,997       81,409
                                                              --------     --------
Deferred Income Taxes                                            5,879        5,362
Other Assets, Net                                               11,489       12,195
- ----------------------------------------------------------------------------------------
Total Assets                                                 $ 212,502    $ 182,332
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY 
- ----------------------------------------------------------------------------------------
Current Liabilities 
   Short-term borrowings                                     $   3,139
   Accounts payable                                             20,172    $  20,408
   Income taxes payable                                          8,892        9,308
   Accrued expenses and other current liabilities               23,072       20,920
- ----------------------------------------------------------------------------------------
        Total Current Liabilities                               55,275       50,636
- ----------------------------------------------------------------------------------------

Long-Term Debt                                                   3,967           26
Other Liabilities                                               19,551       21,628
Deferred Income Taxes                                            1,498        1,576

Stockholders' Equity 
   Common stock                                                 55,613       52,974
   Retained earnings                                            73,121       50,962
   Cumulative translation adjustment                             4,306        5,749
   Other                                                          (829)      (1,219)
- ----------------------------------------------------------------------------------------
        Total Stockholders' Equity                             132,211      108,466
- ----------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity                   $ 212,502    $ 182,332
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
</TABLE>


                                    Page 14


<PAGE>


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

                        BMC ANNOUNCES QUARTERLY DIVIDEND

September 6, 1996--Minneapolis, Minnesota--BMC Industries, Inc. today 
announced that its Board of Directors has approved a continuation of its 
quarterly cash dividend of $.0125 cents per share.

Shareholders of record as of September 18, 1996 will receive a dividend of 
$.0125 for each share owned on that date, to be paid on October 2, 1996.

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.


                                    Page 15


<PAGE>


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

              BMC ANNOUNCES APPROVAL OF NEW POLYCARBONATE FACILITY


August 14, 1996 -- Minneapolis, Minnesota -- BMC Industries, Inc. today
announced approval by its Board of Directors of plans to construct a new 150,000
square foot facility in Ramsey, Minnesota (a Minneapolis suburb) by its Vision-
Ease Lens subsidiary.  BMC anticipates that the new facility will require a
total investment of approximately $10 million, which will be financed through
the use of internally generated cash and bank debt.

This new, state-of-the-art facility will provide Vision-Ease with improved space
for the manufacture of polycarbonate eyewear lenses, centralized distribution
and increased research and development activities.  Construction on the new
facility will begin later this year and will be completed during the third
quarter of 1997.

Paul B. Burke, BMC's Chairman and Chief Executive Officer, stated "We are
excited about the opportunities offered to Vision-Ease by a new manufacturing,
distribution and research and development facility.  This facility will provide
Vision-Ease with the additional space and layout requirements needed to
implement its advanced polycarbonate manufacturing process.  We believe that
this advanced manufacturing process will increase yields and improve
efficiencies.  With these improvements, Vision-Ease will enhance its position as
a low-cost producer of high quality polycarbonate eyewear lenses, further
distancing themselves from their competition.  We are making this investment
because we believe polycarbonate lenses will continue to be a high growth
segment of the ophthalmic lens market.

"In addition, the achievement of many of our goals for Vision-Ease will require
significant increases in research and development activities.  The world class
space provided in this new facility will give Vision-Ease the physical resources
necessary to pursue further improvements and discoveries in manufacturing
processes, new products and new materials, including anti-reflective coated
lenses.  We look at this as a significant investment in Vision-Ease's long-term
success."


                                    Page 16

<PAGE>

BMC Industries, Inc. 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.  BMC's
common stock is traded on the New York Stock Exchange under the symbol "BMC".


                                    Page 17




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