<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended September 30, 1997
-------------------------------
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission File Number: 1-5365
HANDY & HARMAN
(Exact name of registrant as specified in its charter)
STATE OF NEW YORK 13-5129420
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
250 Park Avenue, New York, New York 10177
(Address of principal executive offices) (Zip code)
(212) 661-2400
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
year.)
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
The number of shares of issuer's Common Stock, par value $1.00 per share
outstanding as of November 10, 1997 was 12,015,052.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HANDY & HARMAN AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(unaudited-thousands of dollars except per share)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
-------------------------------- --------------------------------
Sept 30, 1997 Sept 30, 1996 Sept 30, 1997 Sept 30, 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Sales $ 115,115 $ 95,890 $ 336,018 $ 310,036
Cost of sales 90,231 72,318 259,662 243,686
----------- ------------ ----------- ------------
Gross profit 24,884 23,572 76,356 66,350
Selling, general and
administrative expenses 14,221 11,141 39,855 34,067
----------- ------------ ----------- ------------
Income from operations 10,663 12,431 36,501 32,283
----------- ------------ ----------- ------------
Other deductions:
Interest expense-net 3,883 2,769 10,621 6,956
Other-net 562 (318) 532 (156)
----------- ------------ ----------- ------------
4,445 2,451 11,153 6,800
----------- ------------ ----------- ------------
Income from continuing operations
before income taxes 6,218 9,980 25,348 25,483
Income tax provision 2,612 4,296 10,646 10,982
----------- ------------ ----------- ------------
Income from continuing operations 3,606 5,684 14,702 14,501
----------- ------------ ----------- ------------
Discontinued Operations:
Loss from operations,
net of tax benefit of $1,026 -- -- -- (1,354)
Loss on disposal, net of tax
benefit of $4,550 -- -- -- (8,300)
----------- ------------ ----------- ------------
-- -- (9,654)
----------- ------------ ----------- ------------
Net Income $ 3,606 $ 5,684 $ 14,702 $ 4,847
----------- ------------ ----------- ------------
Earnings (loss) per share:
Continuing operations $ .30 $ .41 $ 1.23 $ 1.04
Discontinued operations -- -- -- (.69)
----------- ------------ ----------- ------------
Net income $ .30 $ .41 $ 1.23 $ .35
----------- ------------ ----------- ------------
Dividends per share -- -- $ .18 $ .18
----------- ------------ ----------- ------------
Average shares outstanding 11,957,000 14,000,000 11,970,000 13,972,000
----------- ------------ ----------- ------------
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
-1-
<PAGE> 3
HANDY & HARMAN AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(thousands of dollars)
<TABLE>
<CAPTION>
Sept 30, 1997 December 31, 1996
(unaudited)
-------------- -----------------
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 10,682 $ 9,701
Accounts receivable, less allowance for doubtful accounts
of $1,899 in 1997 and $1,686 in 1996 66,345 51,572
Inventories 79,094 70,357
Prepaid expenses, deposits and other current assets 6,077 7,044
--------- ---------
Total current assets 162,198 138,674
--------- ---------
Investment in affiliates, at equity 3,873 3,122
Property, plant and equipment - at cost 214,298 195,623
Less accumulated depreciation and amortization 120,300 112,418
--------- ---------
93,998 83,205
Prepaid retirement costs (net) 58,379 54,566
Intangibles, net of amortization 65,070 24,818
Other assets 14,064 12,079
--------- ---------
$ 397,582 $ 316,464
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term borrowings $ -- $ 15,000
Accounts payable 46,009 30,163
Futures payable 14,059 9,246
Federal and Foreign taxes on income 1,424 792
Other current liabilities 30,364 21,637
--------- ---------
Total current liabilities 91,856 76,838
--------- ---------
Long-term debt 182,018 127,500
Minority interest 1,454 1,259
Deferred income taxes 15,619 15,261
--------- ---------
Shareholders' equity:
Common stock - par value $1; 60,000,000
shares authorized; 14,611,432 shares issued 14,611 14,611
Capital surplus 14,059 13,432
Retained earnings 124,948 112,399
Foreign currency translation adjustment (1,326) (61)
--------- ---------
152,292 140,381
Less: Treasury stock 2,620,930 shares - 1997
and 2,618,421 shares - 1996 at cost 45,522 44,308
Unearned compensation 135 467
--------- ---------
Total shareholders' equity 106,635 95,606
--------- ---------
$ 397,582 $ 316,464
========= =========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
-2-
<PAGE> 4
HANDY & HARMAN AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited-thousands of dollars)
<TABLE>
<CAPTION>
Increase (Decrease) in Cash
Nine Months Ended
-------------------------------
Sept 30, 1997 Sept 30, 1996
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 14,702 $ 4,847
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 10,582 8,604
Provision for doubtful accounts 329 763
Gain on disposal of property, plant and equipment (8) (106)
Net retirement cost (3,813) (2,363)
Equity in earnings of affiliates (784) (543)
Minority interest 195
Earned compensation - 1988 long-term incentive
and outside director stock option plans 410 443
Loss on sale of Refining Division -- 5,714
Changes in assets and liabilities:
Accounts receivable (11,336) (527)
Inventories (4,450) 6,510
Prepaid expenses 2,751 (2,208)
Deferred charges and other assets (1,773) 737
Deferred financing costs (873) (196)
Accounts payable and other current liabilities 17,945 (11,190)
Federal and foreign taxes on income 632 (7,226)
Deferred income taxes 2,247 (56)
--------- --------
Net cash provided by operating activities 26,756 3,203
--------- --------
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment 21 302
Capital expenditures (14,562) (9,157)
Acquisition, net of cash acquired (52,732) (3,700)
Divestiture, net of cash sold -- 5,074
--------- --------
Net cash used by investing activities (67,273) (7,481)
--------- --------
Cash flows from financing activities:
Decrease in short-term borrowings (15,000) (27,199)
Net decrease in revolving credit facility (120,000) (25,000)
Proceeds from long-term financing 125,000 --
Increase in other long-term debt 49,518 --
Net decrease in futures receivable -- 7,681
Net increase in futures payable 4,814 58,372
Proceeds from joint venture partner -- 705
Dividends paid (2,152) (2,512)
Purchase of treasury stock (net) (612) (5,069)
--------- --------
Net cash provided by financing activities 41,568 6,978
--------- --------
Effect of exchange rate changes on net cash (70) (24)
--------- --------
Net change in cash 981 2,676
Cash at beginning of year 9,701 6,637
--------- --------
Cash at end of period $ 10,682 $ 9,313
========= ========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
-3-
<PAGE> 5
HANDY & HARMAN AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
a. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these
estimates.
In the opinion of management, the accompanying unaudited consolidated
financial statements include all adjustments necessary to a fair
statement of the results for interim periods. These statements should be
read in conjunction with the summary of Significant Accounting Policies
and notes contained in the Registrant's Annual Report (Form 10-K for the
year ending December 31, 1996). The results of operations for the quarter
and nine months ended Sept. 30, 1997 are not necessarily indicative of
the results of the entire fiscal year.
b. Inventories at September 30, 1997 and December 31, 1996 are comprised
as follows (in thousands):
<TABLE>
<CAPTION>
Sept. 30, 1997 December 31, 1996
(unaudited)
------------- -----------------
<S> <C> <C>
Precious metals:
Fine and fabricated metals in
various stages of completion $26,042 $26,569
Non-precious metals:
Base metals, factory supplies
and raw materials 24,532 20,993
Work in process 15,434 15,192
Finished goods 13,086 7,603
------- -------
$79,094 $70,357
======= =======
</TABLE>
LIFO inventory - the excess of period end market value over LIFO cost was
$102,154,000 at September 30, 1997 and $97,996,000 at December 31, 1996.
As a result of reductions in the quantities of precious metal inventories
valued under the LIFO method of accounting in the second quarter of 1997,
income for the nine months ended September 30, 1997 included a LIFO gain
of $4,665,000 ( $2,706,000 after-tax or $.23 per share). Similarly, income
from continuing operations before taxes for the quarter and nine months
ended September 30, 1996 included a LIFO gain of $5,120,000 ($2,913,000
after-tax or $.21 per share)
c. In 1997 and 1996 the third quarter dividend was declared in the second
quarter to be paid in the third quarter.
d. On February 28, 1997 the Company acquired 100% of the outstanding
shares of Olympic Manufacturing Group, Inc. for approximately
$53,000,000. This acquisition has been accounted for as a purchase;
accordingly, the purchase price has been allocated to the underlying
assets and liabilities based on their respective estimated fair values
at the date of acquisition. The estimated fair value of assets acquired
was $17,000,000 and liabilities assumed was $5,000,000. The excess of
the purchase price over the fair value of the assets acquired and
liabilities assumed was $41,000,000 and is being amortized over a
period of 40 years. The excess purchase price has a tax deductible
basis of approximately $10,000,000. This business is not material to
the revenues of the Company.
e. In the second quarter of 1997, the Company completed additional long-term
financing for $125,000,000 at a fixed rate of 7.31% due 2004. The
Company's long-term revolving credit facility along with this new
long-term financing gives the Company the ability to classify certain
short-term obligations amounting to $49,518,000 as long-term debt as of
September 30, 1997.
-4-
<PAGE> 6
HANDY & HARMAN AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
f. The following table presents certain selected financial data by industry
segment (expressed in thousands of dollars) for the three months ended and
nine months ended Sept 30, 1997 and 1996:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------ -----------------
Sept 30, 1997 Sept 30, 1996 Sept 30, 1997 Sept 30, 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Sales:
Wire/Tubing $ 42,856 $ 42,476 $ 129,706 $ 135,113
Precious metals 53,766 49,461 163,690 162,820
Other non-precious
metal businesses 18,493 3,953 42,622 12,103
--------- -------- --------- ---------
Total $ 115,115 $ 95,890 $ 336,018 $ 310,036
--------- -------- --------- ---------
Profit contribution before
unallocated expenses:
Wire/Tubing $ 4,039 $ 4,191 $ 12,945 $ 14,780
Precious metals 3,607 8,558 18,149 17,513
Other non-precious
metal businesses 2,905 450 6,225 1,496
--------- -------- --------- ---------
Total 10,551 13,199 37,319 33,789
--------- -------- --------- ---------
General corporate expenses (450) (450) (1,350) (1,350)
Interest expense (net) (3,883) (2,769) (10,621) (6,956)
--------- -------- --------- ---------
Income from continuing
operations before taxes $ 6,218 $ 9,980 $ 25,348 $ 25,483
========= ======== ========= =========
</TABLE>
See also Note b.
g. Revenue and expenses for 1996 reflect the sale (completed in the third
quarter 1996) of the Company's Refining Division business, exclusive of
the Company's satellite refining operations located in Singapore and
Canada, which has been accounted for as a discontinued operation. A
charge associated with exiting this business of $12,850,000 ($8,300,000
after-tax or $.59 per share) was recorded in the first quarter of 1996.
-5-
<PAGE> 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
LIQUIDITY, CAPITAL RESOURCES AND OTHER FINANCIAL DATA
The Company's precious metal inventories, consisting principally of
gold and silver, are readily convertible to cash. Furthermore, these precious
metal inventories which are stated in the Balance Sheet at LIFO cost have a
market value of $102,154,000 in excess of such cost as of September 30,1997.
It is the Company's policy to obtain funds necessary to finance
inventories and receivables from various banks under commercial credit
facilities. Fluctuations in the market prices of gold and silver have a direct
effect on the dollar volume of sales and the corresponding amount of customer
receivables resulting from sale of precious metal products. In addition,
receivables resulting from the sale of precious metal bullion for future
delivery are also financed by bank borrowings. The Company adjusts the level of
its credit facilities from time to time in accordance with its borrowing needs
for receivables and inventories and maintains bank credit facilities well in
excess of anticipated requirements.
Consistent with other companies that produce precious metal fabricated
products, some of the Company's gold and silver requirements are furnished by
customers and suppliers on a consignment basis. Title to the consigned gold and
silver remains with the Consignor. The value of consigned gold and silver held
by the Company is not included in the Company's Balance Sheet. The Company's
gold and silver requirements are provided from a combination of owned
inventories, precious metals which have been purchased and sold for future
delivery, and gold and silver received from suppliers and customers on a
consignment basis.
The Company completed additional long-term financing on April 17, 1997
for $125,000,000 at a fixed rate of 7.31% due 2004. On August 29, 1997 the
Company returned precious metal and cancelled a three year fee consignment
facility which was initiated in the third quarter of 1994. The Company replaced
its prior $200,000,000 revolving credit facility on September 29, 1997 with a
new $200,000,000 Revolving Credit Facility which provides $200,000,000 for a
five year period. At September 30, 1997 there were no borrowings under this
facility.
On May 14, 1996, Handy & Harman announced that it had decided to exit
the refining business, exclusive of the Company's satellite refining operations
located in Singapore and Canada. The Company completed the sale of the Handy &
Harman Refining Division in the third quarter of 1996. Accordingly, operations
for this major division have been classified as discontinued operations. A
charge associated with exiting this business of $22,350,000
-6-
<PAGE> 8
($13,161,000 after-tax) was recorded in 1996. The sale of this division released
a significant portion of the Company's owned precious metal inventory position,
making this potential liquidity, along with the Company's credit facilities
available for deployment in continuing operations, acquisition of new businesses
and the repurchase of 1.8 million shares of the Company's common stock via a
"Dutch Auction", completed in December 1996. On February 28, 1997 the Company
acquired Olympic Manufacturing Group, Inc. for approximately $53,000,000. In the
second quarter 1997 a LIFO gain of $4,665,000 ($2,706,000 after-tax or $.23 per
share) was realized from a reduction in the quantities of precious metal
inventories valued under the LIFO method of accounting.
During 1997 the Financial Accounting Standards Board issued SFAS No. 128
"Earnings per Share" effective for interim and annual periods ending after
December 31, 1997. The adoption of this standard has no effect on the Company's
earnings per share calculation since, under the prior method which had
considered common stock equivalents for primary earnings per share, there was no
dilutive effect for outstanding stock options.
Statements contained in Management's Discussion and Analysis are
forward-looking statements and are made pursuant to the safe harbor provision of
the private securities litigation reform act of 1995. Forward-looking statements
involve a number of risks and uncertainties including, but not limited to,
product demand, pricing, market acceptance, precious metal and other raw
materials price fluctuations, intellectual property rights and litigation, risks
in product and technology development and other risk factors detailed in the
Company's Securities and Exchange Commission filings.
OPERATING ACTIVITIES
Net cash provided by operating activities amounted to $26,756,000 in 1997
and $3,203,000 in 1996. The cash provided by operating activities increased
$23,553,000 due to a decrease in working capital requirements amounting to
$19,299,000 and an increase in net income adjusted for non-cash items of
$4,254,000 . Included in cash provided by operating activities in both 1997 and
1996 are gains of $4,665,000 and $5,120,000, respectively, generated by the
reduction of precious metal inventories valued under the LIFO method of
accounting.
-7-
<PAGE> 9
INVESTING ACTIVITIES
Net cash used by investing activities amounted to $67,273,000 in 1997 and
$7,481,000 in 1996. The net cash used in 1997 includes approximately $53,000,000
for the purchase of Olympic Manufacturing Group, Inc. on February 28, 1997 and
capital expenditures of $14,562,000. Capital expenditures include a major
modernization program of our precious metal product facility in Fairfield,
Connecticut and the retrofitting of the former karat gold facility in East
Providence, Rhode Island by the Electronic Materials Group. Net cash used in
investing activities of $7,481,000 in 1996 was primarily due to the acquisition
of the ele Corporation, which resulted in a net cash outlay of $3,700,000, and
capital expenditures of $9,157,000 for the increased production space added at
Sumco and machinery and equipment for the wire and tubing segment. Also included
in 1996 investing activities are the proceeds from the sale of the refining
division for $5,074,000.
FINANCING ACTIVITIES
Net cash provided by financing activities amounted to $41,568,000 in 1997
and $6,978,000 in 1996. 1997's primary financing activity was an increase in
debt of $39,518,000 mostly due to the purchase of Olympic Manufacturing Group,
Inc. and an increase of $4,814,000 in futures payable (the purchase of precious
metal inventory for future receipt). The Company also completed long-term
financing for $125,000,000 on April 17, 1997 at a fixed rate of 7.31% due 2004,
the proceeds of which were used to reduce both short term borrowings and
borrowings under the revolving credit facility. Partially offsetting these
sources of cash were dividends paid of $2,152,000 and net treasury stock
transactions of $612,000. The net cash provided by financing activities in 1996
was due to a decrease in futures receivable (the sale of precious metal
inventory for future delivery) of $7,681,000, the increase of futures payable of
$58,372,000 and the receipt of $705,000 from a joint venture partner. These
sources of cash were partially offset by the payment of debt of $52,199,000, the
payment of dividends of $2,512,000 and net treasury stock transactions of
$5,069,000.
The Company's foreign operations consist of four wholly owned
subsidiaries, (one in Canada, two in the United Kingdom and one in Denmark), and
one equity investment in Asia. Substantially all unremitted earnings of such
entities are free from legal or contractual restrictions.
The Company's program to expand productive capacity through acquisition
of new businesses and expenditures for new property, plant and equipment will
continue to be financed with internally generated funds and long-term debt, if
necessary.
-8-
<PAGE> 10
COMPARISON OF THIRD QUARTER OF 1997 VERSUS THIRD QUARTER OF 1996
Sales for the wire/tubing segment increased $380,000 (1%) primarily due
to increased sales of the wire group and the new tubing facility in Denmark .
Offsetting this increase is a decrease in sales of stainless steel tubing caused
by the continued weakness in the semi-conductor fabrication industry which began
in the third quarter 1996. The profit contribution (pre-tax income before
deducting interest and corporate expenses) decreased $152,000 (4%) primarily due
to the decreased sales of stainless steel tubing noted above, partially offset
by diminishing losses of the new tubing facility in Denmark which has a positive
effect on the profit contribution of this segment. Earnings have been suppressed
by the weakness in the semiconductor fabrication industry as well as the effects
of the British pound against other European currencies on our United Kingdom
subsidiary's export sales. Profit contribution from this segment should return
to expected levels as these market conditions improve.
Sales for the precious metal segment increased $4,305,000 (9%) primarily
due to increased sales of fabricated precious metal products and increased sales
of ele Corporation. The average price for gold was $323.63 per ounce
in 1997 and $384.77 per ounce in 1996 and the average price for silver was
$4.53 per ounce in 1997 and $5.05 per ounce in 1996. Profit contribution
decreased $4,951,000 (58%) primarily caused by a gain of $5,120,000 (2,913,000
after-tax) in the third quarter of 1996, due to a reduction of precious metal
inventories valued under the LIFO method of accounting. Excluding the LIFO gain,
profit contribution increased $169,000 (5%) due to the increased sales noted
above partially offset by the Electronic Materials Group product mix change and
changing customer needs. Upon completion of several capital projects this year
and in 1998, this segment's profit contribution should be enhanced.
In the other non-precious metal segment, sales increased $14,540,000
(368%) and profit contribution increased by $2,455,000 (546%) primarily due to
the addition of Olympic Manufacturing Group, Inc., purchased on February 28,
1997. Due to the nature of Olympic's business cycle, the levels of profit
contribution experienced these past two quarters are anticipated again in the
second and third quarter of 1998.
Interest expense increased $1,114,000 (40%) due to increased borrowings
as a result of the purchase of Olympic Manufacturing Group, Inc. on February 28,
1997, and the purchase of 1.8 million shares of the Company's common stock via a
"Dutch Auction" completed in December 1996 . This was partially offset by
proceeds from the sale of precious metals in the fourth quarter of 1996.
The Company's income taxes are primarily composed of U.S. Federal and
state income taxes.
-9-
<PAGE> 11
COMPARISON OF NINE MONTHS OF 1997 VERSUS NINE MONTHS OF 1996
Sales of the wire/tubing segment decreased $5,407,000 (4%) due to
decreased sales of stainless steel tubing caused by the continued weakness in
the semiconductor fabrication industry and the effects of the strengthened
British pound against other European currencies on our United Kingdom
subsidiary's export sales. This decrease was partially offset by increased sales
of the new tubing facility in Denmark. The profit contribution decreased
$1,835,000 (12%) due to the decreased sales noted above partially offset by
diminishing losses of the new tubing facility in Denmark.
Sales for the precious metal segment increased $870,000 (1%) primarily
due to the acquisition of ele Corporation on June 27, 1996, partially offset by
the exit from low margin business in Canada. The average price for gold was
$339.19 per ounce in 1997 and $391.64 in 1996. The average price for silver was
$4.76 per ounce in 1997 and $5.29 in 1996. The profit contribution increased
$636,000 (4%). Excluding LIFO gains of $4,665,000 and $5,120,000 in 1997 and
1996, respectively, profit contribution increased $1,091,000 (9%) primarily due
to improved operating performance of the Precious Metals Fabrication Group of
companies and the acquisition of ele Corporation on June 27, 1996. This increase
was partially offset by the Electronic Materials Group as described in the
quarterly analysis.
In the other non-precious metals segment sales increased $30,519,000
(252%) and profit contribution increased $4,729,000 (316%) primarily due to the
addition of Olympic Manufacturing Group, Inc. purchased on February 28, 1997.
Interest expense increased $3,665,000 (53%) primarily due to
substantially increased levels of borrowings as discussed in the quarterly
analysis.
The effective income tax rate for 1997 is 42.0% and 1996 was 43.1%. The
reason for the decrease in rates is primarily due to decreased foreign losses,
for which a valuation allowance was provided, as a percentage of income before
taxes.
-10-
<PAGE> 12
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to the Company's Form 10-K Annual Report for the
year ended December 31, 1996, and to the proceedings described
therein under Part I, Item 3. Legal Proceedings and under Part II,
Item I. Legal Proceedings of the Company's Form 10-Q for the
quarters ended March 31 and June 30, 1997. Negotiations and
discovery procedures are continuing in this matter.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits as required by Item 601 of Regulation S-K:
None required.
(b) Reports on Form 8-K:
None filed during the quarter for which this report is
submitted.
-11-
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
HANDY & HARMAN
--------------------------------------
(Registrant)
Date: November 11, 1997 R.F. Burlinson /s/
----------------- -------------------------------------
R.F. Burlinson, Vice President
Treasurer
Date: November 11, 1997 D.C. Kelly /s/
----------------- -------------------------------------
D.C. Kelly - Controller
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<EXCHANGE-RATE> 1
<CASH> 10,682
<SECURITIES> 0
<RECEIVABLES> 68,244
<ALLOWANCES> 1,899
<INVENTORY> 79,094
<CURRENT-ASSETS> 162,198
<PP&E> 214,298
<DEPRECIATION> 120,300
<TOTAL-ASSETS> 397,582
<CURRENT-LIABILITIES> 91,856
<BONDS> 182,018
0
0
<COMMON> 14,611
<OTHER-SE> 92,024
<TOTAL-LIABILITY-AND-EQUITY> 397,582
<SALES> 336,018
<TOTAL-REVENUES> 336,018
<CGS> 259,662
<TOTAL-COSTS> 259,662
<OTHER-EXPENSES> 532
<LOSS-PROVISION> 329
<INTEREST-EXPENSE> 10,621
<INCOME-PRETAX> 25,348
<INCOME-TAX> 10,646
<INCOME-CONTINUING> 14,702
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,702
<EPS-PRIMARY> 1.23
<EPS-DILUTED> 1.23
</TABLE>
