UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
One) THE SECURITIES EXCHANGE ACT OF 1934
[X]
For the quarterly period ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-7276
EXOLON-ESK COMPANY
(Exact name of registrant as specified in its charter)
Delaware 16-0427000
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
1000 East Niagara Street, Tonawanda, New
York 14150
(Address of Principal Executive Offices)
(Zip Code)
(716) 693-4550
(Registrant's telephone number,
including area code)
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES..X.. NO.....
As of November 10, 1997, the registrant had outstanding 481,995
shares of $1 par value Common Stock and 512,897 shares of $1
par value Class A Common Stock.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Exolon-ESK Company
Consolidated Condensed Balance Sheet
(in thousands except share amounts)
(Unaudited)
ASSETS September 30, December 31,
1997 1996
____________________________
Current assets:
Cash $ 945 $ 275
Accounts receivable (less allowance
for doubtful accounts of 8,940 9,061
$427 in 1997 and $490 in 1996)
Inventories 20,373 18,439
Prepaid expenses 875 526
---------------------
Total Current Assets 31,133 28,301
Investment in Norwegian joint venture 6,145 5,812
Property, plant and equipment, at cost 69,864 61,157
Accumulated depreciation (44,981) (42,772)
---------------------
Net property, plant and equipment 24,883 18,385
Other assets 3,856 8,985
---------------------
Total Assets $66,017 $61,483
=====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ - $ 219
Current maturities of long-term
debt 867 1,667
Accounts payable 3,108 4,636
Accrued expenses 2,284 1,780
Income taxes payable 1,181 466
Deferred income taxes - 50
---------------------
Total Current Liabilities 7,440 8,818
Deferred income taxes 1,298 1,436
Long-term debt excluding current
portions 22,283 20,433
Other long-term liabilities 2,553 2,538
Stockholders' equity:
Preferred stock
Series A - 19,364 shares issued 276 276
Series B - 19,364 shares issued 166 166
Common stock of $1 par value -
Authorized 600,000 shares,
512,897 issued 513 513
Class A common stock of $1 par
value - Authorized 600,000
shares, 512,897 issued 513 513
Additional paid-in capital 4,345 4,345
Retained earnings 27,184 22,999
Cumulative translation adjustment (186) (186)
Treasury stock, at cost (368) (368)
---------------------
Total Stockholders' Equity 32,443 28,258
---------------------
Total Liabilities and Stockholders'Equity $66,017 $61,483
=====================
The accompanying notes are an integral part of these statements.
Exolon-ESK Company
Consolidated Condensed Statements of Income
Unaudited
(in thousands except per share amounts)
Three Months Nine Months
Ended Ended
September 30, September 30,
1997 1996 1997 1996
________________________________
Net sales $19,166 $18,903 $59,391 $58,488
Cost of goods sold 14,617 14,629 45,371 44,975
________________________________
Gross Profit Before
Depreciation 4,549 4,274 14,020 13,513
Depreciation 700 690 2,211 2,236
Selling, general & administrative
expenses 1,362 1,326 4,076 4,071
Research and development 20 8 44 13
________________________________
2,082 2,024 6,331 6,320
________________________________
Operating Income 2,467 2,250 7,689 7,193
Other Expenses (Income):
Equity in (Earnings) before
income taxes of Norwegian
Jt. venture (254) (25) (333) (407)
Interest expense 260 283 775 989
Miscellaneous expense
(income) 22 186 263 (248)
________________________________
28 444 705 334
________________________________
Earnings before income taxes 2439 1,806 6,984 6,859
Income tax expense 1,061 732 2,766 2,773
________________________________
Net Earnings $1,378 $1,074 $4,218 $4,086
================================
EARNINGS PER COMMON SHARE:
Primary $1.42 $1.10 $4.34 $4.21
Fully diluted $1.40 $1.09 $4.20 $4.08
EARNINGS PER CLASS A COMMON
SHARE:
Primary $1.33 $1.04 $4.08 $3.95
Fully diluted $1.32 $1.30 $3.96 $3.84
Weighted Average Shares
Outstanding (in thousands):
Common Stock 482 482 482 482
==============================
Class A Common Stock 513 513 513 513
==============================
The accompanying notes are an integral part of these statements.
Exolon-ESK Company
Consolidated Condensed Statements of Cash Flows
Unaudited
(in thousands)
Nine Months
Ended
September 30,
1997 1996
----------------
Net Cash Provided by Operating Activities $3,245 $6,381
Cash Flow from Investing Activities:
Additions to property, plant and (8,708) (3,718)
equipment
Proceeds from restricted cash
equivalents 5,334 -
-----------------
Net Cash (Used) for Investing Activities (3,374) (3,718)
Cash Flow from Financing Activities:
Borrowings (repayments) on long-term
construction financing loans and
revolving credit agreement 831 (3,000)
Dividends paid (33) (11)
----------------
Net Cash Provided (Used) by Financing
Activities 798 (3,011)
----------------
Net increase (decrease) in cash 670 (347)
Cash at beginning of period 275 440
----------------
Cash at end of period $ 945 $ 93
================
The accompanying notes are an integral part of these
statements.
EXOLON-ESK COMPANY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 The accompanying unaudited consolidated condensed
financial statements have been prepared in accordance
with generally accepted accounting principles for
interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting
principles for complete financial statements. In the
opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a
fair presentation have been included. Results for the
period ended September 30, 1997 are not necessarily
indicative of the results that may be expected for the
year ending December 31, 1997.
For further information, refer to the financial
statements and footnotes thereto for the year ended
December 31, 1996 included in the Company's Annual
Report on Form 10-K filed with the Securities and
Exchange Commission.
NOTE 2 The following are the major classes of inventories (in
thousands) as of September 30, 1997 and December 31,
1996:
September
30, 1997 December
(Unaudited) 31, 1996
-----------------------
Raw Materials $3,511 $3,581
Semi-Finished and
Finished Goods 18,417 16,294
Supplies and Other 1,006 925
-------------------
22,934 20,800
Less: LIFO Reserve (2,561) (2,361)
-------------------
$20,373 $18,439
===================
NOTE 3 Contingencies
a. Environmental Issues
(i) Hennepin, Illinois Plant
On October 6, 1994, the Company entered into a Consent
Order (the Consent Order ) with the Illinois Attorney
General and the Illinois Environmental Protection
Agency ( IEPA ) in complete settlement of a complaint
brought by them which alleged that the Company had
violated certain air quality requirements in the
operating permit for its Hennepin, Illinois plant. The
Consent Order provides a schedule for the Company to
install a Continuous Emissions Monitoring System
( CEMS ) and to implement the required Best Available
Control Technology ( BACT ) for air emissions, pursuant
to an IEPA approved construction and operating permit.
The Company obtained final approval for a construction
permit to implement the BACT during 1996. The Company
purchased a 20 acre parcel of land adjacent to its
property in 1995 and construction has commenced.
In order to comply with the Consent Order and complete
facility improvements, the Company expects to incur
capital costs within the range from $13,000,000 to
$14,000,000. As of September 30, 1997, the Company has
incurred approximately $10,921,000 of capital costs
related to the facility improvements. The remaining
costs are expected to be incurred over the next 6
months. The Company has obtained a modification of its
Industrial Revenue Bond Agreement to allow for the
required capital expenditures under the Consent Order.
The cost of these required capital improvements is
being financed with the $13,000,000 of proceeds from
long-term bonds, a portion of which are tax-exempt,
issued by the Upper Illinois River Valley Development
Authority.
(ii) Norwegian Joint Venture
The Government of Norway held discussions with certain
Norwegian industries including the abrasive industry
concerning the implementation of reduced gaseous
emission standards. The Company's joint venture is
participating in these discussions to help achieve the
Norwegian Government's objectives as well as assuring
long term economic viability for the joint venture.
The Norwegian State Pollution Control Authority has
issued limits regarding dust emissions and Sulfur
Dioxide emissions that will apply to all Norwegian
silicon carbide producers. Specific target emission
limits have been set, and a timetable stretching from
the present until January 1, 2001 has been established.
The costs associated with achieving compliance with
these limits are uncertain as a result of various
alternatives presently being considered by the
Norwegian joint venture.
The Company's joint venture appointed a project group
to complete a study and define a project to minimize
sulfur and dust emissions which was presented to the
Norwegian State Pollution Control Authority on March 1,
1995. The Authority has prepared an internal study of
the report and the Authority's draft for new
concessions was presented to the joint venture in
February 1996. Based on a consensus for the
metallurgical industry, the joint venture has initiated
discussions with the Authority to obtain acceptable
emissions levels. The costs associated with the
implementation of environmental expenditures are
uncertain as a result of various alternatives presently
being considered by the Norwegian joint venture.
b. Legal Matters
(i) Federal Proceedings and Related Matters
On October 18, 1994, a lawsuit was commenced in the
U.S. District Court for the Eastern District of
Pennsylvania (No. 94-CV-6332) under the title "General
Refractories Company v. Washington Mills Electro
Minerals Corporation and Exolon-ESK Company." The suit
purports to be a class action seeking treble damages
from the defendants for allegedly conspiring with
unnamed co-conspirators during the period from January
1, 1985 through the date of the complaint to fix,
raise, maintain and stabilize the price of artificial
abrasive grains and to allocate among themselves their
major customers or accounts for purchases of artificial
grains, in violation of Section 1 of the Sherman Act,
15 U.S.C. S 1. The plaintiffs allegedly paid more for
abrasive grain products than they would have paid in
the absence of such anti-trust violations and were
allegedly damaged in an amount that they are presently
unable to determine. On or about July 17, 1995, a
lawsuit captioned Arden Architectural Specialties,
Inc. v. Washington Mills Electro Minerals Corporation
and Exolon-ESK Company, (95-CV-05745(m)), was
commenced in the United States District Court for the
Western District of New York. The Arden Architectural
Specialties complaint purports to be a class action
that is based on the same matters alleged in the
General Refractories complaint. The Company believes
that it has meritorious defenses to the allegations,
and it intends to vigorously defend against the
charges.
In addition to the potential liabilities that the
Company may experience in the legal proceedings brought
by these third parties, the Company may incur material
expenses in defending against the actions, and it may
incur such expenses even if it is found to have no
liability for any of the charges asserted against it.
(ii) Exolon-ESK Company of Canada, Ltd.
An action for damages was brought against Exolon-ESK
Company and Exolon-ESK Company of Canada, Ltd. by
International Oxide Fusion Inc. of Niagara Falls,
Ontario in December, 1996. This action has been
brought on the basis that the Thorold, Ontario facility
is in the possession of technology that was provided in
1990 to Exolon-ESK Company to produce MagChrome and
Fused MgO and has refused to pay further royalty
payments. International Oxide Fusion Inc. claims
damages for loss of royalty payments from the furnaces
in Thorold, Ontario which they allege use this
technology. Exolon-ESK Company and Exolon-ESK Company
of Canada, Ltd. have filed a Statement of Defense and
Counterclaim against International Oxide Fusion Inc.,
Edward J. Bielawski, Robert Thiel (the principals of
International Oxide Fusion Inc.), Thomas Farr and
Fusion Unlimited (Niagara) Inc. which was issued in
January, 1997 in Toronto, Ontario. At this time, the
Company is not in a position to reasonably estimate
the range of any loss or gain. The Plaintiffs seek
approximately $182 million as damages, which management
considers to be beyond any reasonable understanding.
The Company's counterclaim is in the amount of
approximately $22 million.
A separate, unrelated lawsuit was commenced by The
Exolon-ESK Company of Canada, Ltd. against Theeb, Ltd.
and Edward J. Bielawski in August, 1997. The action
arises out of a 1985 contract whereby the Defendants
acted negligently in connection with a crane and its
runway system. The Company is seeking $2 million in
damages for negligence and punitive damages.
In June 1993, the Company commenced a civil legal
action in Ontario, Canada Court (General Division)
against one of its former officers and certain former
employees of Exolon-ESK Company of Canada, Ltd.
(Exolon-Canada) ( the "Defendants") on various charges
related to allegations that they defrauded the Company
and Exolon-Canada of money, property and services over
many years (the Perrotto Case ). Summary Judgment was
granted on the issue of liability against Paul Perrotto
and Michael Perrotto on July 16, 1997 with a Reference
(hearing) directed in Toronto on the issue of damages.
The hearing is expected to be held in early 1998. The
action remains ongoing against various other
Defendants.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Comparison of the Nine Months Ended September 30, 1997 with the
Nine Months Ended September 30, 1996
Net Sales. Total net sales increased by 1.5% to $59,391,000
during the nine months ended September 30, 1997 from $58,488,000
in the first nine months of 1996.
Gross Profit. Gross profit prior to depreciation expense
was $14,020,000 in the first nine months of 1997 compared to
$13,513,000 in the first nine months of 1996. As a percent of
net sales, gross margins were 24% in the first nine months of
1997 compared to 23% in the same period of 1996.
Operating Expenses. Total operating expenses increased to
$6,331,000 in the nine months ended September 30, 1997 from
$6,319,000 in the same period of 1996. Operating expenses as a
percent of sales remained at 11% in the first nine months of 1997
the same as the first nine months of 1996. The Company's largest
portion of operating expense, selling, general and administrative
expense, increased to $4,076,000 in the first nine months of 1997
when compared to $4,071,000 during the first nine months of 1996.
As a percent of net sales, selling and general and administrative
expense was 7% in the first nine months of both 1997 and 1996.
Operating Income. Operating income increased by 7% to
$7,689,000 in the nine months ended September 30, 1997 from
$7,193,000 in the nine months ended September 30, 1996, due to
the increase in gross margins.
Norwegian Joint Venture. The Company's 50% share of the
pre-tax earnings of its Norwegian joint venture, Orkla Exolon
A/S, was $333,000 for the nine months ended September 30, 1997
versus $407,000 in the nine months ended September 30, 1996. The
Company's share in the venture's net sales was $5,475,000 in the
nine months ended September 30, 1997 as compared to $6,094,000 in
the nine months ended September 30, 1996.
Interest and Miscellaneous Expense. Interest expense
decreased in the first nine months of 1997 to $775,000 from
$989,000 in the first nine months of 1996. Average borrowing
levels of the Company's bank debt (excluding construction debt
for the Illinois Facility improvements) were reduced by
approximately $3,328,000 in the first nine months of 1997 when
compared to the first nine months of 1996. Interest costs on the
debt related to the Company's facility improvements in Illinois
are being capitalized. Interest costs of $309,000 were
capitalized during the nine months ended September 30, 1997.
Miscellaneous expense of $263,000 was reported in the first
nine months of 1997 compared to miscellaneous income of $248,000
in the nine months ended September 30, 1996. The Company
recorded $320,000 in miscellaneous income during the first
quarter of 1996 due to a payment for the settlement with its
insurance carrier of a claim related to a legal action in
Ontario, Canada Court.
Income Tax. The Company's effective tax rate was 40% for
the nine months ended September 30, 1997 and September 30, 1996.
Comparison of the Three Months Ended September 30, 1997 with the
Three Months Ended September 30, 1996.
Net Sales. Total net sales increased by 1.4% to $19,166,000
in the three months ended September 30, 1997 from $18,903,000 in
the three months ended September 30, 1996.
Gross Profit. Gross profit prior to depreciation expense
was $4,549,000 in the three months ended September 30, 1997 when
compared to $4,274,000 in the three months ended September 30,
1996. As a percent of net sales, gross margins were 23.7% in the
third quarter of 1997 and the third quarter of 1996 was 22.6%.
Operating Expenses. Total operating expenses increased by
2.9% in the three month period ended September 30, 1997 to
$2,082,000 from $2,024,000 from the same period of 1996.
Selling, general and administrative expense increased $36,000 in
the quarter ended September 30, 1997 when compared to the quarter
ended September 30, 1996. As a percent of net sales, selling,
general and administrative expenses were 7% for the quarters
ended September 30, 1997 and September 30, 1996.
Operating Income. Operating income increased by $217,000 or
9.6% to $2,467,000 in the third quarter of 1997 from $2,250,000
in the third quarter of 1996, primarily as a result of the
increase in gross margins.
Norwegian Joint Venture. The Company's 50% share of the
pre-tax earnings in its Norwegian joint venture Orkla Exolon-A/S,
was $254,000 for the three months ended September 30, 1997 versus
$25,000 during the three months ended September 30, 1996. The
Company's share in the venture's net sales was $1,537,000 in the
three months ended September 30, 1997 when compared to $2,336,000
in the three months ended September 30, 1996.
Interest and Miscellaneous Expense. Interest expense
decreased by $24,000 to $260,000 in the third quarter of 1997
from $284,000 during the third quarter of 1996. Miscellaneous
expense decreased by $164,000 to $22,000 in the third quarter of
1997 from $186,000 during the third quarter of 1996.
Liquidity and Capital Resources
As of September 30, 1997, working capital (current assets
less current liabilities) has increased to $23,693,000, when
compared to $19,483,000 as of December 31, 1996. Accounts
receivable decreased by $121,000 as of September 30, 1997 versus
1996 year end. Inventory increased by $1,934,000 at September
30, 1997 when compared to December 31, 1996. Accounts payable
decreased by $1,528,000 as of September 30,1997 versus December
31, 1996.
For the nine months ended September 30, 1997, net cash
provided by operating activities was $3,245,000. Cash reserves
increased by $670,000 at September 30, 1997 compared to December
31, 1996. Proceeds from restricted cash equivalents and
additional borrowings were used to fund $8,708,000 of capital
expenditures in the nine months ended September 30, 1997.
The Company's current ratio increased to 4.2 to 1.0 at
September 30, 1997, from 3.2 to 1.0 as of December 31, 1996. The
ratio of total liabilities to shareholder's equity was 1.0 to 1.0
as of September 30, 1997, and 1.2 to 1.0 as of December 31, 1996.
Management believes that the cash provided by operations and
long-term borrowing arrangements will provide adequate funds for
current commitments and other requirements for the following 12
months.
The Company has been directed by the Illinois Environmental
Protection Agency ("IEPA") to control its sulfur emissions at its
Hennepin, Illinois silicon carbide furnace plant. For further
information see Note 3(a)(i) to the Notes to Consolidated
Condensed Financial Statements on page 5, which is incorporated
herein by reference.
Reference is made to the descriptions of the following legal
matters, within Note 3(b) of the Notes to Consolidated Condensed
Financial Statements included in this Form 10-Q Report, which
descriptions are incorporated herein by reference: (1) a legal
action commenced in June 1993 by the Company in Ontario, Canada
seeking compensation for damages against certain former officers
and employees; (2) civil law suits brought against the Company
and others commenced by General Refractories Company in October
1994 and by Arden Architectural Specialties, Inc. in July 1995;
(3) a civil lawsuit brought against the Company in December 1996
by International Oxide Fusion, Inc.; and (4) a civil lawsuit
against Theeb, Ltd. and Edward J. Bielawski commenced in August
1997.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
a. Federal Proceedings and Related Matters
Reference is made to the information concerning
lawsuits filed by General Refractories Company and
Arden Architectural Specialties, Inc. against the
Company contained in Note 3(b)(i) of the Notes to
Consolidated Condensed Financial Statements included in
this Form 10-Q.
b. International Oxide Fusion, Inc. v. Exolon-ESK Company
and Exolon-ESK Company of Canada, Ltd.
Reference is made to the information concerning the
lawsuit filed by International Oxide Fusion, Inc.
against Exolon-ESK Company and Exolon-ESK Company of
Canada, Ltd. contained in Note 3(b)(ii) of the Notes to
Consolidated Condensed Financial Statements included in
this Form 10-Q.
c. The Exolon-ESK Company of Canada, Ltd. v. Theeb, Ltd.
and Edward J. Bielawski
Reference is made to the information concerning a
lawsuit filed against Theeb, Ltd. and Edward J.
Bielawski contained in Note 3(b)(ii) of the Notes to
Consolidated Condensed Financial Statements included in
this Form 10-Q.
d. Exolon-ESK Company and Exolon-ESK Company of Canada,
Ltd. v. Michael Perrotto, et al.
Reference is made to the information concerning the
Perrotto case contained in Note 3(b)(ii) of the Notes
to Consolidated Condensed Financial Statements included
in this Form 10-Q, which is hereby incorporated herein
by reference.
Item 2. Change in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
The following exhibits are included herein:
11 Computation of Earnings Per Share
27 Financial Data Schedule
The Company did not file any reports on Form 8-K during the
three months ended September 30, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
EXOLON-ESK COMPANY
/S/ Robert Rieger
Robert Rieger
President and Chief Executive Officer
/S/ Michael Bieger
Michael Bieger
Vice President Finance and
Chief Financial Officer
Date: November 10, 1997
EXHIBIT INDEX
Exhibit Description Reference
No.
3A Certificate of Amendment of Exhibit 3A to the report
Restated Certificate of on Form 10-K for the
Incorporation dated April year ended December 31,
30, 1997 1996*
3A(1) Certificate of Merger Exhibit 3A(1) to the
report on Form 10-K for
the year ended December
31, 1995*
3F Certificate of Amendment of Exhibit 3F to the report
Restated Certificate of on Form 10-K for the
Incorporation dated April year ended December 31,
23, 1986 1994*
3G Certificate of Amendment of Exhibit 3G to the report
Restated Certificate of on Form 10-K for the
Incorporation dated May 4, year ended December 31,
1987 1994*
3H Amendment of Certificate of Exhibit 3H to the Report
Incorporation dated October on Form 10-Q for the
28, 1992 quarter ended September
30, 1992*
3I Restated Bylaws containing Exhibit 3I to the report
all previous amendments on Form 10-K for the
adopted year ended December 31,
1996*
4 Instruments Defining Rights Articles of
of Security Holders Incorporation, Exhibits
3A, and Exhibits 3F and
3G to the Report on Form
10-K for the year ended
December 31, 1994*
10D(23) Revolving Credit Agreement Exhibit 10D(23) to the
dated December 22, 1992 Report on Form 10-K for
the year ended December
31, 1992*
10D(23) Amendment Credit Agreement Exhibit 10D(23)A to the
A dated December 1, 1996 report on Form 10-K for
the year ended December
31, 1996*
10D(24) Industrial Revenue Bond Exhibit 10D(24) to the
Agreement dated January 1, Report on Form 10-K for
1993. the year ended December
31, 1992*
10D(25) Industrial Revenue Bond Loan Exhibit 10D(25) to the
Agreement dated December 1, report on Form 10-K for
1996 the year ended December
31, 1996*
Exhibit Description Reference
No.
10D(26) Building Loan Agreement Exhibit 10D(26) to the
dated December 1, 1996 report on Form 10-K for
the year ended December
31, 1996*
10F Stockholder's Agreement Exhibit 10F to the
dated as of April 26, 1984 report on Form 10-K for
between the Registrant and the year ended December
Wacker Chemical Corporation 31, 1995*
10G Restated License Agreement Exhibit 10G to the
dated as of April 26, 1984 report on Form 10-K for
among Elektroschmelzwerk the year ended December
Kempten GmbH, ESK 31, 1995*
Corporation and the
Registrant
10H Distributorship Agreement Exhibit 10H to the
dated April 27, 1984 between report on Form 10-K for
Elektroschmelzwerk Kempten the year ended December
GmbH and the Registrant 31, 1995*
10I Indemnification Agreement Exhibit 10I to the
dated as of December 15, report on Form 10-K for
1984 between Wacker Chemical the year ended December
Corporation and the 31, 1995*
Registrant
10M Federal Indictments dated Exhibit 10M to the
February 11, 1994 Report on Form 10-K for
the year ended December
31, 1993*
11 Statement of computation of Exhibit 11
per share earnings
27 Financial Data Schedule Submitted electronically
* Incorporated herein by reference.
Exhibit 11
Exolon-ESK Company and Subsidiaries
Computation of Earnings Per Share
(In Thousands, Except Per Share Data)
Three Months Nine Months
Ended Ended
September 30, September 30,
------------------------------
1997 1996 1997 1996
------------------------------
Net earnings $1,378 $1,074 $4,218 $4,086
Less Preferred Stock
Dividends:
Series A (5) (5) (16) (16)
Series B (5) (5) (16) (16)
------------------------------
Undistributed earnings $1,368 $1,064 $4,186 $4,054
Net earnings attributable
to:
Common Stock (50.0%) 684 532 2,093 2,027
Class A Common Stock (50.0%) 684 532 2,093 2,027
------------------------------
$1,368 $1,064 $4,186 $4,054
==============================
Net earnings per share of
Common Stock:
Primary $1.42 $1.10 $4.34 $4.21
Fully Diluted $1.40 $1.09 $4.20 $4.08
Net earnings per share of
Class A Common Stock:
Primary $1.33 $1.04 $4.08 $3.95
Fully Diluted $1.32 $1.02 $3.96 $3.84
Weighted Average Shares
Outstanding:
Primary:
Common Stock 482 482 482 482
Class A Common Stock 513 513 513 513
Fully Diluted:
Common Stock 504 504 504 504
Class A Common Stock 535 535 535 535
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<PERIOD-END> SEP-30-1997
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<ALLOWANCES> 427
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<SALES> 59,391
<TOTAL-REVENUES> 59,391
<CGS> 45,371
<TOTAL-COSTS> 6,287
<OTHER-EXPENSES> (26)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 775
<INCOME-PRETAX> 6,984
<INCOME-TAX> 2,766
<INCOME-CONTINUING> 4,218
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,218
<EPS-PRIMARY> 4.34
<EPS-DILUTED> 4.20
</TABLE>
