<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended December 28, 1997 Commission file number: 1-5761
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LaBarge, Inc.
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(Exact name of registrant as specified in its charter)
DELAWARE 73-0574586
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 14499, St. Louis, Missouri 63178
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(Address) (Zip Code)
(314) 997-0800
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(Registrant's telephone number, including Area Code)
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(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 .
Indicate the number of shares outstanding of each of the Issuer's classes
of common stock as of December 28, 1997. 15,646,330 common stock.
<PAGE> 2
LABARGE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(dollars in thousands except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 28, DECEMBER 29, DECEMBER 28, DECEMBER 29,
1997 1996 1997 1996
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<S> <C> <C> <C> <C>
NET SALES $ 22,203 $ 24,102 $ 43,696 $ 46,026
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COSTS AND EXPENSES:
Cost of sales 17,002 19,086 33,807 36,254
Selling and administrative expenses 3,418 3,069 6,400 5,928
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20,420 22,155 40,207 42,182
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EARNINGS FROM OPERATIONS 1,783 1,947 3,489 3,844
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Interest expense 196 300 326 588
Equity in loss of joint venture -- (6) (94) (139)
Minority interest loss 60 -- 60 --
Other income (expense), net (3) 12 21 32
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EARNINGS BEFORE INCOME TAXES 1,644 1,653 3,150 3,149
INCOME TAX EXPENSE 612 106 1,168 202
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NET EARNINGS $ 1,032 $ 1,547 $ 1,982 $ 2,947
====================================================================================================================================
BASIC NET EARNINGS PER COMMON SHARE $ .07 $ .10 $ .13 $ .19
AVERAGE COMMON SHARES OUTSTANDING 15,657 15,622 15,658 15,613
====================================================================================================================================
DILUTED NET EARNINGS PER COMMON SHARE $ .07 $ .10 $ .13 $ .19
AVERAGE COMMON SHARES OUTSTANDING 15,781 15,796 15,787 15,788
====================================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
-2-
<PAGE> 3
LABARGE, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
DECEMBER 28, June 29,
1997 1997
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<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 849 $ 1,467
Accounts receivable, net 14,644 13,384
Inventories 20,100 14,264
Prepaid expenses 741 735
Deferred tax assets, net 3,452 4,426
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TOTAL CURRENT ASSETS 39,786 34,276
=====================================================================================
PROPERTY, PLANT AND EQUIPMENT, NET 4,679 4,090
INVESTMENT IN JOINT VENTURE -- 161
OTHER ASSETS, NET 7,128 4,932
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$ 51,593 $ 43,459
=====================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term borrowings $ 7,575 $ --
Current maturities of long-term debt 1,032 1,032
Trade accounts payable 5,819 5,532
Accrued liabilities 5,107 6,251
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TOTAL CURRENT LIABILITIES 19,533 12,815
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LONG-TERM DEBT 4,585 5,101
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STOCKHOLDERS' EQUITY:
Common stock, $.01 par value. Authorized 40,000,000 shares;
issued 15,646,330 shares at December 28, 1997
and 15,658,230 shares at June 29, 1997 156 156
Additional paid-in capital 13,468 13,468
Retained earnings 13,901 11,919
Less stock in treasury, 11,950 shares at
December 28, 1997 and -0- shares at June 29, 1997 (50) --
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TOTAL STOCKHOLDERS' EQUITY 27,475 25,543
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$ 51,593 $ 43,459
=====================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
-3-
<PAGE> 4
LABARGE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 28, DECEMBER 29,
1997 1996
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 1,982 $ 2,947
Adjustments to reconcile net cash provided (used)
by operating activities:
Undistributed loss in equity of joint venture - 139
Depreciation and amortization 546 484
Minority interest in consolidated subsidiary 60 -
Changes in operating assets and liabilities, net of
acquisition of business:
Accounts and notes receivable, net (734) 1,131
Inventories (5,805) (2,150)
Prepaid expenses 60 4
Deferred taxes 974 -
Trade accounts payable 70 (2,694)
Accrued liabilities (1,237) 303
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NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (4,084) 164
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CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (920) (526)
Additions to other assets (2,289) (129)
Acquisition of majority business interest 166 -
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NET CASH USED BY INVESTING ACTIVITIES (3,043) (655)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt (516) (169)
Exercise of stock warrants and options - 26
Purchase of common stock to treasury (50) (1)
Net change in short-term borrowings 7,075 2,250
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NET CASH PROVIDED BY FINANCING ACTIVITIES 6,509 2,106
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (618) 1,615
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,467 935
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 849 $ 2,550
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</TABLE>
See accompanying notes to consolidated financial statements.
-4-
<PAGE> 5
LABARGE, INC.
FORM 10-Q
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. CONSOLIDATED FINANCIAL STATEMENTS - BASIS OF PREPARATION
The consolidated balance sheets at December 28, 1997 and June 29, 1997, the
related consolidated statements of operations for the three and six months
ended December 28, 1997 and December 29, 1996 and the consolidated statements
of cash flows for the six months ended December 28, 1997 and December 29, 1996
have been prepared by LaBarge, Inc. (the "Company") without audit. In the
opinion of management, adjustments, all of a normal and recurring nature,
necessary to present fairly the financial position and the results of
operations and cash flows for the aforementioned periods, have been made.
Certain information and footnote disclosures normally included in consolidated
financial statements prepared in conformity with generally accepted accounting
principles have been condensed or omitted. These consolidated financial
statements should be read in conjunction with the audited financial statements
and notes thereto included in the Company's Annual Report on Form 10-K for the
fiscal year ended June 29, 1997.
During the second quarter of fiscal 1998, the Company increased its ownership
of LaBarge Clayco Wireless L.L.C. to fifty-one percent. Beginning with the
second quarter, LaBarge, Inc. Is consolidating 100% of the results of this unit
into its financial statement and deducting the minority interest share as a
one-line entry before arriving at pretax profits. Sales by and assets of this
subsidiary were less than 3% of total sales and assets for the quarter.
2. ACCOUNTS RECEIVABLE
Accounts receivable consist of the following:
(dollars in thousands)
<TABLE>
<CAPTION>
DECEMBER 28, June 29,
1997 1997
- --------------------------------------------------------------------------------
<S> <C> <C>
Billed shipments, net of progress payments $14,778 $13,421
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Less allowance for doubtful accounts 151 148
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Trade receivables - net 14,627 13,273
Other current receivables 17 111
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$14,644 $13,384
================================================================================
</TABLE>
Progress payments are payments from customers in accordance with contractual
terms for contract costs incurred to date. Such payments are credited to the
customer at the time of shipment.
Other current receivables are amounts due from employees for travel advances
and other miscellaneous sources.
-5-
<PAGE> 6
3. INVENTORIES
Inventories consist of the following:
(dollars in thousands)
<TABLE>
<CAPTION>
DECEMBER 28, June 29,
1997 1997
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<S> <C> <C>
Raw materials $16,336 $10,546
Work in process 4,772 4,015
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21,108 14,561
Less progress payments 1,008 297
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$20,100 $14,264
================================================================================
</TABLE>
In accordance with contractual agreements, the government has a security
interest in inventories related to contracts for which progress payments have
been received.
4. OTHER ASSETS, NET
During the quarter, the Company made a $500,000 investment equating to an
ownership position of approximately 10% in Open Cellular Systems, Inc. of St.
Louis. Open Cellular Systems provides wireless communication solutions, using
shared access networks, to the general industrial and utility markets. The
capabilities of Open Cellular closely align with LaBarge's and management
believes this alliance may provide future opportunities for the Company. The
Company accounts for this investment at cost.
During the six months, the Company invested an additional $2.0 million in
TRANSMEDICA International, Inc. ("TRANSMEDICA") formerly Venisect, Inc.
Payment for this investment included an exchange of approximately $1.2 million
of current accounts receivable and $800,000 cash. The amount of the
receivable, $1.2 million, was included in other assets, net at June 29, 1997.
With this investments the Company owns approximately 9.5% of TRANSMEDICA's
common stock.
-6-
<PAGE> 7
5. SHORT AND LONG-TERM OBLIGATIONS
Short-term borrowings, long-term debt and the current maturities of long-term
debt consist of the following:
(dollars in thousands)
<TABLE>
<CAPTION>
DECEMBER 28, June 29,
1997 1997
- --------------------------------------------------------------------------------
<S> <C> <C>
SHORT-TERM BORROWINGS:
Revolving credit agreement:
Balance at period-end $7,575 $ -
Interest rate at period-end 7.09% 6.88%
Average amount of short-term borrowings
outstanding during period $3,101 $1,484
Average interest rate for period 7.08% 7.47%
Maximum short-term borrowings
at any month-end $7,575 $3,060
================================================================================
LONG-TERM DEBT:
Senior lender:
Revolving credit agreement $2,000 $2,000
Term loan 3,500 4,000
Industrial revenue bond due semiannually
through 2001, interest at 5% 97 110
Other 20 23
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5,617 6,133
Less current maturities 1,032 1,032
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Total long-term debt, less current maturities $4,585 $5,101
================================================================================
</TABLE>
The average interest rate was computed by dividing the sum of daily interest
costs by the sum of the daily borrowings for the respective periods.
6. INCOME TAXES
Beginning with the current fiscal year, the Company is reporting net earnings
on a fully taxed basis at a rate of approximately 37% . This is the result of
the revaluation at year end fiscal 1997 of the Company's deferred tax assets,
including its tax loss carryforwards. Thus, net earnings for the quarter
ending December 28, 1997 were $1.0 million or $.07 per share compared with $1.5
million or $.10 per share for quarter ended December 29, 1996. Second quarter
1996 net earnings assuming a 37% tax rate would have been $1.0 million or $.07
per share.
At June 29, 1997, the Company had net operating loss carryforwards for federal
income tax purposes of $8.0 million which are available to offset future
federal taxable income through 2004. In addition, the Company has alternative
minimum tax credit carryforwards and investment tax credits of approximately
$584,000 which are available to reduce future regular federal income taxes.
-7-
<PAGE> 8
7. CASH FLOWS
Total cash payments for interest for the three and six months ended December
28, 1997 were $106,000 and $199,000 compared to $290,000 and $476,000 for the
three and six months ended December 29, 1996.
8. EARNINGS PER COMMON SHARE
In 1997, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards ("SFAS") No. 128, Earnings per share. SFAS No.
128 replaced the previously reported primary and fully diluted earnings per
share with basic and diluted earnings per share. Unlike primary earnings per
share, basic earnings per share excludes any dilutive effects of options,
warrants, and convertible securities. Diluted earnings per share is very
similar to the previously reported fully diluted earnings per share. All
earnings per share amounts for all periods presented have been restated to
conform to the SFAS No. 128 requirements.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 28, December 29, DECEMBER 28, December 29,
1997 1996 1997 1996
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NUMERATOR:
<S> <C> <C> <C> <C>
Net income $ 1,032 $ 1,547 $ 1,982 $ 2,947
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DENOMINATOR:
Denominator for basic earnings per share--
weighted-average shares 15,657 15,622 15,658 15,613
Effect of dilutive securities--
Employee stock options 124 174 130 175
- --------------------------------------------------------------------------------------------------------
Potential common shares
Denominator for diluted earnings per share--
adjusted weighted-average shares and
assumed conversions 15,781 15,796 15,787 15,788
========================================================================================================
BASIC EARNINGS PER COMMON SHARE $ .07 $ .10 $ .13 $ .19
========================================================================================================
DILUTED EARNINGS PER COMMON SHARE $ .07 $ .10 $ .13 $ .19
========================================================================================================
</TABLE>
-8-
<PAGE> 9
LABARGE, INC.
FORM 10-Q
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Statements contained herein which are not historical facts are forward looking
statements that involve risks and uncertainties. Future events and the
Company's actual results could differ materially from those contemplated by
those forward looking statements. For a summary of important factors which
could cause the Company's actual results to differ materially from those
projected in, or inferred by, the forward looking statements, see the Company's
Form 10-K for the fiscal year ended June 29, 1997, which is on file with the
Securities and Exchange Commission and available to stockholders from the
Company.
LaBarge, Inc. designs, engineers and manufactures sophisticated electronic
assemblies and complex interconnect systems on a custom basis for its
customers. As such, the Company relies heavily on establishing new and
maintaining existing relationships with its customers. The customers are
primarily in the commercial aerospace, defense, geophysical, medical and
wireless telecommunications markets. The Company employs approximately 805
people.
The Company's backlog of firm, unshipped orders at December 28, 1997 was
approximately $73.3 million compared to $58.8 million at December 29, 1996.
The backlog at December 28, 1997 consisted of approximately $52.2 million for
various defense customers, and approximately $21.1 million for commercial
electronics customers. Approximately $5.1 million of the total backlog is not
scheduled to ship within the next 12 months pursuant to the shipment schedules
outlined by our customers.
For the six months ended December 28, 1997, approximately 52.6% of the
Company's sales were to customers in the defense industry and 47.4% were to
customers in commercial markets including aerospace (9.1%), geophysical (25.4%)
and other (12.9%). Two customers account for in excess of 40% of total sales
for the six months: one in the aerospace/defense market at 25.9% of total
sales; one in the geophysical market at 15.8% of total sales.
The Company has designed and developed the Laser Lancet(R), a small medical
laser, for TRANSMEDICA under a licensing agreement from TRANSMEDICA. On April
16, 1997, TRANSMEDICA received clearance from the U.S. Food and Drug
Administration (FDA) to market and manufacture the device for the purpose of
perforating the skin to collect capillary blood for clinical testing.
TRANSMEDICA retains responsibility for sales and marketing of the Laser Lancet.
It is still too early to predict the extent to which the Laser Lancet may
contribute to LaBarge's revenues and earnings.
In the first quarter, the Company increased its investment in TRANSMEDICA by
investing $2.0 million by exchanging approximately $1.2 million of receivables
and payment of $800,000 cash. The
-9-
<PAGE> 10
Company now owns approximately 9.5% of TRANSMEDICA's common stock.
On January 2, 1998, the Company purchased the building in which its corporate
headquarters reside in St. Louis, Missouri, through a wholly-owned subsidiary,
LaBarge Properties, Inc. The purchase price was $6.2 million and was financed
through a bank.
-10-
<PAGE> 11
LABARGE, INC.
FORM 10-Q
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
SIX MONTHS ENDED DECEMBER 28, 1997
COMPARED TO SIX MONTHS ENDED DECEMBER 29, 1996
Net sales for the six months ended December 28, 1997 were $43.7 million
compared to $46.0 million for the six months ended December 29, 1996, a
decrease of approximately $2.3 million or 5.1%. The decrease is attributed to
the reduction in sales to one telecommunications customer who represented
approximately $7.7 million in sales in the six months ended December 29, 1996
and only $780,000 in the six months ended December 28, 1997. This customer
discontinued sales of the product line for which LaBarge was producing.
Gross profit for the six months ended December 28, 1997 was $9.9 million, 22.6%
of sales, compared to $9.8 million, 21.2% of sales, for the six months ended
December 29, 1996. The increase in gross margins is attributable to a more
profitable product mix.
Selling and administrative expenses for the six months ended December 28, 1997
were $6.4 million, 14.6% of sales, compared to $5.9 million, 12.9% of sales,
for the six months ended December 29, 1996. The increase in expense is due to
additional personnel and associated travel. The Company's backlog has grown
$14.5 million or 24.7% from December 29, 1996 to December 28, 1997.
Earnings from operations were $3.5 million, 8.0% of sales, for the six months
ended December 28, 1997, compared to $3.8 million, 8.4% of sales, for the six
months ended December 29, 1996.
Interest expense for the six months ended December 28, 1997 was $326,000,
compared to $588,000 for the six months ended December 29, 1996. Redemption of
the 12% Subordinated Notes in February 1997 and reduced interest rates under
the current loan agreement continue to result in lower interest costs.
Equity in loss of joint venture for the six months ended December 28, 1997 was
$94,000 compared to $139,000 for the six months ended December 29, 1996 and
represents the Company's share of losses incurred by LaBarge Clayco Wireless
L.L.C. (the "subsidiary"). On September 29, 1997, the Company purchased
controlling interest in the subsidiary by increasing its ownership to fifty-one
percent. Consequently, the Company began consolidating the results of
operations of the subsidiary. The minority interest in loss represents the
allocation of 49% of the subsidiary's loss to the minority owners.
Income tax expense for the six months ended December 28, 1997 and December 29,
1996, was $1.2 million and $202,000, respectively, an increase of $966,000.
The higher tax expense is due to the revaluation at June 29, 1997, of the
Company's deferred tax assets, including its loss carryforwards,
-11-
<PAGE> 12
which resulted in the use of a combined tax rate of approximately 37%
for the current six months versus approximately 6% for the six months ended
December 28, 1997.
The Company has significant net operating loss carryforwards which offset most
of its income tax liabilities. The loss carryforwards are part of the
company's deferred tax assets included in the balance sheet. As of December
28, 1997 deferred tax assets were $3.5 million, compared to $4.4 million as of
June 29, 1997.
Net earnings for the six months ended December 28, 1997 were $2.0 million,
compared to $2.9 million for the six months ended December 29, 1996.
Earnings per common share were $.13 for the six months ended December 28, 1997
and $.19 for the six months ended December 29, 1996. If earnings had been
fully taxed for the six months ended December 29, 1996, they would have been
$.13 per share.
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 28, 1997
COMPARED TO THREE MONTHS ENDED DECEMBER 29, 1996
Net sales for the three months ended December 28, 1997 were $22.2 million
compared to $24.1 million for the three months ended December 29, 1996. This
is a decrease of approximately $1.9 million. The decrease is attributable to
the reduction in sales to one telecommunications customer due to a redesign of
its product offering for which we manufactured various assemblies.
Gross profit for the three months ended December 28, 1997 was $5.2 million,
23.4% of sales, compared to $5.0 million, 20.8% of sales, for the three months
ended December 29, 1996. The increase in gross margin is attributable to a
more profitable product mix.
Selling and administrative expenses for the three months ended December 28,
1997 were $3.4 million or 15.4% of sales, compared to $3.1 million or 12.7% of
sales for the three months ended December 29, 1996. The increase in expense is
due primarily to additional personnel in our continued effort to increase
sales.
Interest expense for the three months ended December 28, 1997 was $196,000
compared to $300,000 for the three months ended December 29, 1996.
The Company has significant net operating loss carryforwards which offset most
of its income tax liability. Income tax expense for the three months ended
December 28, 1997 was $612,000 compared to $106,000 for the three months ended
December 29, 1996. This increase is due to the revaluation at June 29, 1997,
of the Company's deferred tax assets, including its loss carryforwards, which
resulted in the use of a combined tax rate of 37% for the current quarter
versus 6% for the quarter ended December 29, 1996.
Earnings per common share were $.07 for the three months ended December 28,
1997, and $.10 for the three months ended December 29, 1996. If earnings had
been fully taxed for the three months ended December 29, 1996, they would have
been $.07 per common share.
-12-
<PAGE> 13
FINANCIAL CONDITION & LIQUIDITY
Accounts receivable at December 28, 1997 was $14.6 million compared to $13.4
million at June 29, 1997; an increase of $1.2 million.
Inventories at December 28, 1997 and June 29, 1997 were $20.1 million and $14.3
million, respectively. This increase of $5.8 million is attributable to new
job start-ups in support of the higher backlog of orders that cause inventories
to be received faster than initial shipments are made to the customer. To
finance these operating activities, the Company borrowed additional funds
totaling $4.1 million during the quarter ended December 28, 1997.
Also during the six months ended December 28, 1997, the Company purchased
$920,000 in property, plant and equipment.
During the first six months of the current fiscal year, the Company invested an
additional $2.0 million in TRANSMEDICA International, Inc. ("TRANSMEDICA")
formerly Venisect, Inc. Payment for this investment included an exchange of
approximately $1.2 million of current accounts receivable and $800,000 cash.
The amount of the receivable, $1.2 million, was included in other assets, net
on June 29, 1997. With this investment, the Company owns approximately 9.5% of
TRANSMEDICA's common stock.
During the quarter, the Company made a $500,000 investment equating to an
ownership position of approximately 10% in Open Cellular Systems, Inc. of St.
Louis. Open Cellular Systems provides wireless communication solutions, using
shared access networks, to the general industrial and utility markets. The
capabilities of Open Cellular closely align with LaBarge's and management
believes this alliance may provide future opportunities for the Company. The
Company accounts for this investment at cost.
For the six months ended December 28, 1997, the Company made repayments of
long-term debt of $516,000.
The Company used approximately $618,000 of its available cash and borrowed an
additional $7.1 million during the six months to fund the above expenditures.
-13-
<PAGE> 14
PART II
EXHIBIT 3.1(A) - Certificate of Amendment to LaBarge's Certificate of
Incorporation increasing the number of authorized common
shares from 20.0 million shares to 40.0 million shares.
-14-
<PAGE> 15
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.
LABARGE, INC.
------------------------------
(Registrant)
Date 2/11/98
------------
s/William J. Maender/s
-------------------------------
William J. Maender
Vice President - Finance,
Treasurer and Secretary
-15-
<PAGE> 1
EXHIBIT 3.1(a)
PAGE 1 OF 3
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "LABARGE, INC.", FILED IN THIS OFFICE ON THE THIRTEENTH DAY OF
NOVEMBER, A.D. 1997, AT 10 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
Edward J. Freel
[SEAL] -----------------------------------
Edward J. Freel, Secretary of State
0672724 8100 AUTHENTICATION: 8757031
971386654 DATE: 11-14-97
<PAGE> 2
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
LaBARGE, INC.
LaBarge, Inc., a corporation organized and exisiting under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That at a meeting of the Board of Directors of LaBarge, Inc.
held on August 12, 1997 resolutions were duly adopted setting forth a
proposed amendment to the Restated Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and calling a meeting of
the Stockholders of said corporation for consideration thereof. The resolution
setting forth the proposed amended is as follows:
RESOLVED, that the Restated Certificate of Incorporation
of this corporation be amended by changing Article FOURTH
thereof so that, as amended said Article shall be and read
as follows:
"FOURTH: The total number of shares of common stock which the
corporation shall have authority to issue is 40,000,000. The par
value of each of such shares of common stock is 1 cent. The
total number of shares of preferred stock which the corporation
shall have authority to issue is 2,000,000 shares. The par value
of each such share of preferred stock is $1.00 per share. The
preferred stock may be issued from time to time, in one or more
series, with such designations, preferences and relative,
participating, optional or other rights, qualifications,
limitations or restrictions thereof as shall be stated and
expressed in the resolution or resolutions providing for the
issue of such series adopted by the Board of Directors from time
to time, pursuant to the authority hereby given. A copy of such
resolution or resolutions shall be set forth in a certificate
made, executed, acknowledged, filed and recorded in the manner
required by the laws of the State of Delaware in order to make
the same effective. Each series shall consist of such number of
shares as shall be stated and expressed in such resolution or
resolutions providing for the issuance of the stock of such
series. All shares of any one series of preferred stock shall be
alike in every particular."
<PAGE> 3
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the annual meeting of the stockholders of said corporation was duly
called and held on October 21, 1997, upon notice in accordance with Section 222
of the General Corporation Law of the State of Delaware at which meeting the
necessary number of shares as required by statute were voted in favor of the
amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said LaBarge, Inc. has caused this certificate to
be signed by William J. Maender, its Vice-President, this 7th day of November,
1997.
LaBARGE, INC.
By: /s/ William J. Maender
----------------------------
William J. Maender
Vice-President
-2-
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