BMC INDUSTRIES INC/MN/
10-Q, 1997-05-15
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 March 31, 1997.

    ---------   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 27,459,104 shares of common stock as of 
May 10, 1997.  There is no other class of stock outstanding.

                                     Page 1 of 18
                           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>

                                                                       March 31              December 31
                                                                       --------              -----------
ASSETS                                                                     1997                     1996
- -----------------------------------------------------------------------------------------------------------


<S>                                                                  <C>                      <C>
Current Assets
    Cash and cash equivalents                                        $    4,169               $    2,544
    Trade accounts and notes receivable, net of allowances               28,490                   24,979
    Inventories                                                          52,034                   50,451
    Deferred income taxes                                                 5,904                    5,372
    Other current assets                                                  9,162                    8,354
- -----------------------------------------------------------------------------------------------------------

         Total Current Assets                                            99,759                   91,700
- -----------------------------------------------------------------------------------------------------------

Property, Plant and Equipment                                           241,981                  220,489
Less Accumulated Depreciation                                            96,564                   96,644
                                                                     ----------               ----------
    Property, Plant and Equipment, Net                                  145,417                  123,845
                                                                     ----------               ----------
Deferred Income Taxes                                                     5,363                    5,797
Other Assets, Net                                                        11,643                   11,627
- -----------------------------------------------------------------------------------------------------------

Total Assets                                                         $  262,182               $  232,969
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------

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

Current Liabilities
    Short-term borrowings                                            $      593               $    1,355
    Accounts payable                                                     28,000                   19,434
    Income taxes payable                                                  9,941                    7,657
    Accrued expenses and other liabilities                               20,558                   21,900
- -----------------------------------------------------------------------------------------------------------
         Total Current Liabilities                                       59,092                   50,346
- -----------------------------------------------------------------------------------------------------------

Long-Term Debt                                                           32,642                   16,634
Other Liabilities                                                        18,803                   19,421
Deferred Income Taxes                                                     2,317                    2,460

Stockholders' Equity
    Common stock                                                         57,282                   56,551
    Retained earnings                                                    92,101                   84,629
    Cumulative translation adjustment                                       847                    3,974
    Other                                                                  (902)                  (1,046)
- -----------------------------------------------------------------------------------------------------------
         Total Stockholders' Equity                                     149,328                  144,108
- -----------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity                           $  262,182               $  232,969
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</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
                                                                          March 31
                                                                --------------------------
                                                                     1997           1996
- -------------------------------------------------------------------------------------------

<S>                                                             <C>            <C>
Revenues                                                        $  77,127      $  68,301
Cost of products sold                                              61,145         55,261
- -------------------------------------------------------------------------------------------

Gross margin                                                       15,982         13,040
Selling                                                             2,837          2,558
Administrative                                                      1,539          1,227
- -------------------------------------------------------------------------------------------

Income from Operations                                             11,606          9,255
- -------------------------------------------------------------------------------------------

Other Income and (Expense)
    Interest expense                                                 (144)          (130)
    Interest income                                                    42            119
    Other income (expense)                                            262            (50)
- -------------------------------------------------------------------------------------------


Earnings before Income Taxes                                       11,766          9,194
Income Taxes                                                        3,883          3,011
- -------------------------------------------------------------------------------------------


Net Earnings                                                    $   7,883      $   6,183
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------

Net Earnings Per Share                                          $    0.28      $    0.22
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------

Number of Shares Included in Per Share Computation                 28,458         28,278
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------

Dividends Declared Per Share                                    $   0.015      $  0.0125
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------

</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>

                                                                        Three Months Ended
                                                                              March 31
                                                                     -------------------------
                                                                         1997           1996
- -----------------------------------------------------------------------------------------------
<S>                                                                  <C>            <C>
Net Cash Provided by Operating Activities
    Net earnings                                                     $  7,883       $  6,183
    Depreciation and amortization                                       3,283          2,423
    Changes in operating assets and liabilities                         1,997         (7,194)
- -----------------------------------------------------------------------------------------------
         Total                                                         13,163          1,412
- -----------------------------------------------------------------------------------------------

Net Cash Used in Investing Activities
    Additions to property, plant and equipment                        (26,321)       (11,529)
    Business acquisitions, net of cash acquired                        (1,817)            --
- -----------------------------------------------------------------------------------------------
         Total                                                        (28,138)       (11,529)
- -----------------------------------------------------------------------------------------------

Net Cash Provided by Financing Activities
    Net decrease in short-term borrowings                                (769)            --
    Net increase in long-term debt                                     16,950             --
    Common stock issued                                                   731          1,736
    Cash dividends paid                                                  (411)          (338)
    Other                                                                 144            (78)
- -----------------------------------------------------------------------------------------------
         Total                                                         16,645          1,320
- -----------------------------------------------------------------------------------------------

Effect of Exchange Rate Changes on Cash and Cash Equivalents              (45)           (89)
- -----------------------------------------------------------------------------------------------

Net Increase (Decrease) in Cash and Cash Equivalents                    1,625         (8,886)
Cash and Cash Equivalents at Beginning of Period                        2,544         15,874
- -----------------------------------------------------------------------------------------------

Cash and Cash Equivalents at End of Period                           $  4,169       $  6,988
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
</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
    March 31, 1997,and the results of operations and the cash flows for the
    periods ended March 31, 1997 and 1996.  Such adjustments are of a normal
    recurring nature.  Certain items in the financial statements for the period
    ended March 31, 1996 have been reclassified to conform to the presentation
    for the period ended March 31, 1997.  The results of operations for the
    three-month period ended March 31, 1997 are not necessarily indicative of
    the results to be expected for the full year.  The balance sheet as of
    December 31, 1996 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, 1996.


2.  Inventories
                                  March 31, 1997      December 31, 1996
                                  --------------      -----------------
    Raw materials                      $  15,372              $  15,461
    Work in process                       11,980                  9,807
    Finished goods                        24,682                 25,183
                                       ---------              ---------
    Total Inventories                  $  52,034              $  50,451
                                       ---------              ---------
                                       ---------              ---------


3.  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 using the treasury stock
    method. Fully diluted earnings per share did not differ significantly from
    primary earnings per share in both periods.


                                        Page 5

<PAGE>

         Currently, earnings per share calculations are performed pursuant 
         to Accounting Principles Board Opinion No. 15, EARNINGS PER SHARE.  
         The Company will be required to present earnings per share data in 
         accordance with Statement of Accounting Standards No. 128, EARNINGS 
         PER SHARE, commencing with the fourth quarter of 1997.  Statement 
         No. 128 will require the presentation of basic earnings per share 
         and diluted earnings per share.  Basic earnings per share is 
         calculated as net earnings divided by the weighted average 
         outstanding common shares.  Diluted earnings per share includes the 
         effect of all outstanding dilutive securities, such as stock 
         options, and is calculated similarly to the current fully-diluted 
         earnings per share.  While early adoption of Statement No. 128 is 
         not permitted, the following pro-forma supplemental data is 
         presented using the Statement No. 128 approach:

                                     Three months ended
                                          March 31
                                    -------------------
                                       1997      1996
                                       ----      ----
         Basic                      $  0.29   $  0.23
         Diluted                       0.28      0.22


4.       Legal Matters

         There are no 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, 1996.


                                        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 MARCH 31, 1997 AND 1996

Total revenues for the first quarter of 1997 increased by $8.8 million or 13%
from the first quarter of 1996.  Revenues of the Precision Imaged Products group
for the first quarter increased 14% due primarily to sales of large (25" to 29")
and invar television aperture masks increasing 28% and 7%, respectively, over
first quarter 1996 sales.  First quarter sales of Jumbo (30" and larger)
television aperture masks were strong but nevertheless were 19% lower than first
quarter 1996 sales.  First quarter 1996 sales were unusually robust with a 98%
increase over 1995 levels.  The weakening of the German mark relative to the
U.S. dollar had virtually no impact on earnings but reduced sales, as compared
with the prior year quarter, by nearly $3 million.  First quarter sales included
over $3 million of computer monitor mask sales, including the Company's initial
sales of 15-inch monitor masks.  Net sales of the Optical Products group
increased 10% due to higher sales in all product lines.  Sales of high end
products (polycarbonate, progressive, high index and polarizing sun lenses)
increased 28% over the same quarter in the prior year.  Optical Products'
international sales increased 27% over the prior year quarter.

Cost of sales were 79% of net sales for the first quarter of 1997, compared to
81% in the same period of 1996.  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.

Despite an increased debt level, interest expense in the first quarter of 1997
was comparable to the prior year's period due to the capitalization of interest
costs in connection with the Company's expansion projects.

The provision for income taxes was 33% of pre-tax income in the first quarter of
both 1997 and 1996.

FINANCIAL POSITION AND LIQUIDITY

Cash and cash equivalent balances increased $1.6 million while debt
increased $15.2 million during the first three months of 1997.  The increased
debt level was due primarily to $26.3 million of capital expenditures relating
primarily to the expansion of the Company's aperture mask manufacturing
facilities and increased accounts receivable levels, offset partially by 
increased accounts payable balances and cash generated from earnings.  The
increased accounts receivable levels were due primarily to the increased
quarterly sales and the increased accounts payable balance was due to payables
related to the mask expansion project.  Working capital was $40.7 million at
March 31, 1997 compared to $41.4 million at December 31, 1996.  The current
ratio was 1.69 at March 31, 1997, compared to 1.82 at December 31, 1996.  The
ratio of debt to equity increased to 0.22 at March 31, 1997 compared to 0.12 
at December 31, 1996.


                                        Page 7

<PAGE>

The Company expects to incur more than $75 million of capital spending during 
1997, a significant portion of which is related to completing the expansion 
of the Cortland facility.  The Company has $88 million in revolving credit 
facilities which 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 Company's $80 million acquisition 
credit facility will provide funds in the event the Company encounters a 
strategic acquisition opportunity.  As of March 31, 1997, the Company had 
commitments of approximately $25.0 million related to capital projects, a 
majority of which were related to the Cortland expansion. These credit 
facilities along with cash generated from operations should be sufficient to 
meet the Company's future capital and operating requirements.

FOREIGN CURRENCY

Fluctuations in foreign currency exchange rates, principally the German mark
versus the U.S. dollar, may affect the Company's financial results.  The
Company's German subsidiary has a large portion of its sales denominated in U.S.
dollars.  As most of the German subsidiary's expenses are denominated in the
German mark, this represents the most significant element of the Company's
exposure to currency rate fluctuations.  This exposure is generally addressed as
needed through the purchase of forward contracts and options.  As of March 31,
1997, the Company had approximately $15 million of foreign exchange options to
exchange U.S. dollars for German marks at a set exchange rate.  These options
mature at various intervals through March 1998.

Exposure to foreign currency exchange rate fluctuations also may exist with
respect to intercompany payables or receivables with the Company's German
subsidiary.  The Company minimizes this exposure by holding such balances at low
levels.

ENVIRONMENTAL

There are no 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, 1996.

CAUTIONARY STATEMENTS

Certain statements included in this Discussion and Analysis of Financial 
Condition and Results of Operations by the Company or its representatives, as 
well as other communications, including reports to shareholders, news 
releases and presentations to securities analysts or investors, contain 
forward-looking statements made in good faith by the Company pursuant to the 
"Safe Harbor" provisions of the PRIVATE SECURITIES LITIGATION REFORM ACT OF 
1995. These statements relate to non-historical information which are subject 
to certain risks and uncertainties that could cause actual results to differ 
materially from those presently anticipated or projected.  The Company wishes 
to caution the reader not to place undo reliance on any such forward-looking 
statements.  These statements are qualified by important factors listed 
separately in "Item 1 - Business" of the Company's Form 10-K for the year 
ended December 31, 1996, which in some cases have affected and in the future 
could adversely affect the Company's actual results and could cause the 
Company's actual financial performance to differ materially from that 
expressed in any forward-looking statement.  These factors should not, 
however, be considered an exhaustive list.  The Company does not undertake 
the responsibility to update any forward-looking statement that may be made 
from time to time by or on behalf of the Company.


                                        Page 8

<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 8 and Note 4 of the "Notes to Condensed
         Consolidated Financial Statements" on page 6.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.
 
<TABLE>
<CAPTION>

    (a)  EXHIBITS                                                                            PAGE
         --------
         <S>                                                                                 <C>
         10.1      1997 Management Incentive Bonus Plan Summary . . . . . . . . . . . . . . . 10

         11.1      Computation of Net Earnings Per Share. . . . . . . . . . . . . . . . . . . 13

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

         99.1      News Release, dated April 23, 1997, announcing the first
                   quarter 1997 operating results . . . . . . . . . . . . . . . . . . . . . . 14

         99.2      News Release, dated April 7, 1997, announcing stock
                   repurchase program.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
</TABLE>

(b)  REPORTS ON FORM 8-K.

    The Company did not file any reports on Form 8-K during the quarter ended
    March 31, 1997.

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
                                  Controller (Principal Accounting Officer)




Dated:  May 14, 1997


                                        Page 9

<PAGE>


                                 BMC INDUSTRIES, INC.
                            1997 MANAGEMENT INCENTIVE PLAN


OBJECTIVES

    -    To focus management's attention on annual profit performance and
         balance sheet management.

    -    To recognize the extraordinary contributions of individual managers,
         in years when earnings exceed "Par" performance.


GLOSSARY OF TERMS

"Maximum" Performance -  That level of consolidated net earnings justifying
                         a "maximum" incentive award.

"Par" Performance -      The level of consolidated net earnings, as approved by
                         the Board, justifying a "target/par" incentive award.

"Cut-in" Performance -   The minimum level of consolidated net earnings
                         justifying a "minimum" incentive award.

"Target/Par" Incentive - The percent (%) of base pay when a
                         "target/par"incentive award is earned.

"Minimum" Incentive -    The percent (%) of base pay when a "minimum" incentive
                         award is earned.

"Maximum" Incentive -    The percent (%) of base pay when a "maximum"
                         incentive award is earned.


                                       Page 10


<PAGE>

                        1997 MANAGEMENT INCENTIVE PLAN SUMMARY


PARTICIPANTS:           Elected officers and key managers.


PERFORMANCE STANDARDS:

         "Maximum" performance is 108.3% of the "Par" consolidated net
         earnings.

         "Par" performance is the consolidated net earnings number, as
         approved by the Board.

         "Cut-in" performance is 95% of the "Par" consolidated net earnings.


AWARD LEVELS:                "Target" incentive award levels vary as a
                             percentage of base salary, depending on level of
                             responsibility.

ORGANIZATION WEIGHTING:      There is no organization weighting, i.e.,
                             Corporate participants earn awards based on
                             Corporate performance.

INCENTIVE OPPORTUNITY:       Individual incentive awards will be prorated and
                             calculated based on the following, once the
                             applicable "Thresholds" have been exceeded.

                             -    The "Maximum" Incentive is earned when
                                  reported earnings, as defined above, equal
                                  or exceed "Maximum" Performance.

                             -    The "Target/Par" Incentive is earned when
                                  reported earnings, as defined above, equal
                                  "Par" Performance.

                             -    The "Minimum" Incentive is earned when
                                  reported earnings, as defined above, equal
                                  "Cut-in" Performance.


                                       Page 11

<PAGE>

INCENTIVE OPPORTUNITY:       -    No incentive will be paid when reported
(continued)                       earnings, as defined above, fall below
                                  "Cut-in" Performance.

                             -    "Discretionary Incentive Pools" will be
                                  generated when earnings performance exceeds
                                  "Par".  Any MIP participant is eligible to
                                  participate.  The "Pool" will be 10% of the
                                  accrued incentive dollars at "Par". 
                                  Discretionary awards will be in addition to
                                  the incentive awards by formula. Such awards
                                  must be determined by the CEO.

PAYMENT FORM:                     Cash.
     


                                       Page 12

<PAGE>

                                                                    EXHIBIT 11.1

                        COMPUTATION OF NET EARNINGS PER SHARE
                   (Dollars in thousands, except per share amounts)
 
<TABLE>
<CAPTION>

                                                                                     Quarter Ended March 31
                                                                                    -----------------------
                                                                                        1997           1996
                                                                                    -----------------------

<S>                                                                                 <C>            <C>
PRIMARY
    Net Earnings                                                                    $  7,883       $  6,183
                                                                                    -----------------------
                                                                                    -----------------------

         Shares of common stock and common stock equivalents:
         Weighted average shares outstanding                                          27,410         27,167
         Dilutive effect of stock options and warrants outstanding (1)                 1,048          1,111
                                                                                    -----------------------
              Total                                                                   28,458         28,278
                                                                                    -----------------------
                                                                                    -----------------------

    Net Earnings Per Share                                                          $   0.28       $   0.22
                                                                                    -----------------------
                                                                                    -----------------------

FULLY DILUTED
    Net Earnings                                                                    $  7,883       $  6,183
                                                                                    -----------------------
                                                                                    -----------------------

         Shares of common stock and common stock equivalents:
         Weighted average shares outstanding                                          27,410         27,167
         Dilutive effect of stock options and warrants outstanding (2)                 1,048          1,111
                                                                                    -----------------------
              Total                                                                   28,458         28,278
                                                                                    -----------------------
                                                                                    -----------------------


    Net Earnings Per Share                                                          $   0.28       $   0.22
                                                                                    -----------------------
                                                                                    -----------------------
</TABLE>

(1) Outstanding stock options and warrants based on the treasury stock
    method using the average market price for the quarter.

(2) Outstanding stock options and warrants based on the treasury stock
    method using the greater of the average market price or the ending market
    price for the quarter.


                                       Page 13

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                           4,092
<SECURITIES>                                        77
<RECEIVABLES>                                   31,684
<ALLOWANCES>                                     3,194
<INVENTORY>                                     52,034
<CURRENT-ASSETS>                                99,759
<PP&E>                                         241,981
<DEPRECIATION>                                  96,564
<TOTAL-ASSETS>                                 262,182
<CURRENT-LIABILITIES>                           59,092
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        57,282
<OTHER-SE>                                      92,046
<TOTAL-LIABILITY-AND-EQUITY>                   262,182
<SALES>                                         77,026
<TOTAL-REVENUES>                                77,127
<CGS>                                           61,145
<TOTAL-COSTS>                                   61,145
<OTHER-EXPENSES>                                 (262)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 144
<INCOME-PRETAX>                                 11,766
<INCOME-TAX>                                     3,883
<INCOME-CONTINUING>                              7,883
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     7,883
<EPS-PRIMARY>                                     0.28
<EPS-DILUTED>                                     0.28
        

</TABLE>

<PAGE>

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

                      BMC REPORTS RECORD FIRST QUARTER EARNINGS

April 23, 1997 -- Minneapolis, MN -- BMC Industries, Inc. today reported first
quarter net earnings of $7,883,000 or $.28 per share, up 27% from earnings of
$6,183,000 or $.22 per share in the year-earlier period.  First quarter revenues
increased 13% from $68.3 million in the first quarter of 1996 to $77.1 million
in the first quarter of 1997.

Paul B. Burke, BMC's chairman and chief executive officer stated "The first
quarter represents another quarterly earnings record for BMC and is the twenty-
fourth 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.  Once again, each division contributed to this significant
accomplishment."

The Company's Precision Imaged Products operation (including both Mask
Operations and Buckbee-Mears St. Paul) posted record first quarter results. 
First quarter sales increased 14% over the prior year quarter while profits
increased 29%.  The profitability of Mask Operations increased due to the
continued sales mix shift to higher margin products, including high resolution
computer monitor masks, and improved operating performance.  Sales of large (25-
29 inches) and invar television aperture masks increased 28% and 7%,
respectively, over first quarter 1996 sales.  First quarter sales of jumbo (30
inches and larger) aperture masks were strong but nevertheless were 19% lower
than first quarter 1996 sales.  First quarter 1996 jumbo sales were unusually
robust with a 98% increase over first quarter 1995 levels.  The weakening of the
German Mark relative to the U.S. Dollar had virtually no impact on earnings but
reduced sales, as compared with the prior year quarter, by nearly $3 million.

First quarter PIP sales included over $3 million of high resolution computer
monitor masks sales, including sales of 15-inch invar masks.  First quarter high
resolution mask sales were impacted by a market conversion from 14-inch monitors
to 15-inch monitors that occurred much more quickly than anticipated by the tube
manufacturers and by BMC.  This conversion, along with capacity additions by
tube manufacturers, resulted in an inventory build of 14-inch monitors at the
end of 1996 and weaker than anticipated first quarter demand for 14-inch monitor
masks.


                                       Page 14

<PAGE>

Moreover, this rapid change prompted BMC's German high resolution mask line to
convert production to 15-inch invar masks.  As a consequence, much of the first
and second quarters will be spent ramping up the yield curve and securing
customer part approval for these part types. 

The monitor and entertainment line expansions at the Cortland, New York facility
remain on schedule for start up this quarter.  Following the typical time period
required to de-bug these lines and qualify parts with customers, they are
expected to run at full capacity with commensurate demand for their products.

BMC's Optical Products operation also produced record first quarter results. 
First quarter sales increased 10% over the prior year quarter, while
profitability increased 16%.  Sales growth occurred in each major product line. 
Sales of high end products (polycarbonate, progressive, high index and
polarizing sun lenses) increased 28% over the year-earlier period. 
International sales growth continued at a strong pace.  Construction of the new
polycarbonate manufacturing, centralized distribution and research and
development facility remains on schedule for completion in the third quarter
1997.

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 supplier
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 15

<PAGE>

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

                                                                
                                                                    Three Months Ended
                                                                         March 31
                                                                -------------------------
                                                                     1997           1996
- ------------------------------------------------------------------------------------------
<S>                                                             <C>            <C>        
Revenues                                                        $  77,127      $  68,301
Cost of products sold                                              61,145         55,261
- ------------------------------------------------------------------------------------------
Gross Margin                                                       15,982         13,040
Selling                                                             2,837          2,558
Administrative                                                      1,539          1,227
- ------------------------------------------------------------------------------------------
Income from Operations                                             11,606          9,255
- ------------------------------------------------------------------------------------------
Other Income and (Expense)
    Interest expense                                                 (144)          (130)
    Interest income                                                    42            119
    Other income (expense)                                            262            (50)
- ------------------------------------------------------------------------------------------
Earnings before Income Taxes                                       11,766          9,194
Income Taxes                                                        3,883          3,011
- ------------------------------------------------------------------------------------------

Net Earnings                                                    $   7,883      $   6,183
- ------------------------------------------------------------------------------------------

Earnings Per Share                                              $    0.28      $    0.22
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------

Number of Shares Included in Per Share Computation                 28,458         28,278
- ------------------------------------------------------------------------------------------
</TABLE>

                                       Page 16

<PAGE>

                                 BMC INDUSTRIES, INC.

                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                     (Unaudited)
                                    (in thousands)

 
<TABLE>
<CAPTION>

                                                              March 31    December 31
                                                              --------    -----------
ASSETS                                                            1997           1996
- ---------------------------------------------------------------------------------------

<S>                                                        <C>            <C>
Current Assets
    Cash and cash equivalents                              $     4,169    $     2,544
    Trade accounts and notes receivable,
      net of allowances                                         28,490         24,979
    Inventories                                                 52,034         50,451
    Deferred income taxes                                        5,904          5,372
    Other current assets                                         9,162          8,354
- ---------------------------------------------------------------------------------------
         Total Current Assets                                   99,759         91,700
- ---------------------------------------------------------------------------------------

Property, Plant and Equipment                                  241,981        220,489
Less Accumulated Depreciation                                   96,564         96,644
                                                            ----------     ----------
    Property, Plant and Equipment, Net                         145,417        123,845
                                                            ----------     ----------
Deferred Income Taxes                                            5,363          5,797
Other Assets, Net                                               11,643         11,627
- ---------------------------------------------------------------------------------------

Total Assets                                               $   262,182    $   232,969
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------

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

Current Liabilities
    Short-term borrowings                                  $       593    $     1,355
    Accounts payable                                            28,000         19,434
    Income taxes payable                                         9,941          7,657
    Accrued expenses and other current liabilities              20,558         21,900
- ---------------------------------------------------------------------------------------
         Total Current Liabilities                              59,092         50,346
- ---------------------------------------------------------------------------------------

Long-Term Debt                                                  32,642         16,634
Other Liabilities                                               18,803         19,421
Deferred Income Taxes                                            2,317          2,460

Stockholders' Equity
    Common stock                                                57,282         56,551
    Retained earnings                                           92,101         84,629
    Cumulative translation adjustment                              847          3,974
    Other                                                         (902)        (1,046)
- ---------------------------------------------------------------------------------------
         Total Stockholders' Equity                            149,328        144,108
- ---------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity                 $   262,182    $   232,969
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
</TABLE>

                                       Page 17

<PAGE>

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


                        BMC ANNOUNCES STOCK REPURCHASE PROGRAM


April 7, 1997 -- Minneapolis, MN -- BMC Industries, Inc. today announced
approval by its Board of Directors of a stock repurchase program to repurchase
up to one million shares of the Company's outstanding common stock.  These
shares will be repurchased in open market or negotiated transactions, with the
timing and terms of the purchases to be determined by BMC management based on
market conditions.

BMC Industries, Inc. is one of the world's largest manufacturers of aperture
masks for color picture tubes used in televisions and computer monitors. 
Through Vision-Ease, 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 18


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