SHELDAHL INC
10-Q, 1995-06-30
PRINTED CIRCUIT BOARDS
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            SECURITIES AND EXCHANGE COMMISSION
                  Washington, DC   20549
                             
                         Form 10-Q
                              
     
     (X)  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
               EXCHANGE ACT OF 1934
     
                           OR
     
     (  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
     
     
             For Quarter Ended June 2, 1995
             Commission File Number:  0-45
     
     
                     SHELDAHL, INC.
     (exact name of registrant as specified in its charter)
     
     
                 Minnesota                                 41-0758073   
                             
     ____________________________________________________________________
     (State or other jurisdiction of(IRS Employer Identification
     incorporation or organization)       Number)
                                                            
     
     
     
                Northfield, Minnesota                       55057       
                 
     ____________________________________________________________________
     (Address of principal executive offices)    (zip code)
     
     
     
     Registrant's telephone number, including area code: (507) 663-8000 
                      
     
     As of June 2, 1995, 6,760,170 shares of the Registrant's common
     stock were outstanding.
     
     
     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        
     <PAGE>
     
     PART I: FINANCIAL INFORMATION
             SHELDAHL, INC. AND SUBSIDIARY
         CONSOLIDATED STATEMENTS OF OPERATIONS
                       Unaudited
                                          Nine Months Ended
                                          June 2,        May 27,
     (in thousands, except per share data) 1995       1994
                                        ________________________
     
     Net sales                           $68,251       $65,810
     Cost of sales                        54,278        51,583
                                          ______        ______
     Gross profit                         13,973        14,227
                                          ______        ______
     Expenses:
       Sales and marketing                 6,877         5,877
       General and administrative          2,810         3,220
       Research and development            1,821         1,916
       Interest                              496           843
                                          ______        ______
              Total expenses              12,004        11,856
                                          ______        ______
     Income from continuing operations before 
       provision for income taxes and 
       cumulative effect of change in 
       methods of accounting               1,969         2,371
     
     Provision for income taxes              535           600
                                          ______        ______
     Income from continuing operations 
       before cumulative effect of 
       change in methods of accounting     1,434         1,771
     
     Cumulative effect of change in method of
       accounting for income taxes             -         1,422
     
     Cumulative effect of change in method of
       accounting for postretirement benefits  -         (875)
     
     Loss from discontinued operation, 
       net of tax benefits of $175             -         (525)
                                          ______        ______
     Net income                          $ 1,434       $ 1,793
                                            ====          ====
     Per share amounts:
       Continuing operations               $0.21         $0.34
       Accounting change - income taxes        -          0.28
       Accounting change - postretirement 
            benefits                           -        (0.17)
       Discontinued operation                  -        (0.10)
                                          ______        ______
       Net income per share                $0.21         $0.35
                                            ====          ====
     Weighted average common shares and
     common share equivalents outstanding  6,898         5,118
                                            ====          ====
     <PAGE>
     
             SHELDAHL, INC. AND SUBSIDIARY
         CONSOLIDATED STATEMENTS OF OPERATIONS
                       Unaudited
     
     
                                          Three Months Ended                   
                                         June 2,       May 27,
     (in thousands, except per share data) 1995          1994
                                         _____________________
     
     Net sales                           $25,203       $23,902
     Cost of sales                        19,667        18,451
                                          ______        ______
     Gross profit                          5,536         5,451
                                          ______        ______
     Expenses:
       Sales and marketing                 2,322         2,124
       General and administrative          1,073         1,137
       Research and development              712           566
       Interest                              349           383
                                          ______        ______
              Total expenses               4,456         4,210
                                          ______        ______
     Income from continuing operations
       before provision for income taxes   1,080         1,241
     
     Provision for income taxes              300           311
                                          ______        ______
     Income from continuing operations       780           930
     
     Loss from discontinued operation,
       net of tax benefits of $175             -         (525)
                                          ______        ______
     Net income                          $   780       $   405
                                            ====          ====
     Net income (loss) per share:
       Continuing operations               $0.11         $0.18
       Discontinued operation                  -         (.10)
                                          ______        ______
       Net income per share                $0.11         $0.08
                                            ====          ====
     Weighted average common shares and
        common share equivalents 
	outstanding                        6,936         5,167
     
                                            ====          ====
     <PAGE>
               SHELDAHL, INC. AND SUBSIDIARY
                CONSOLIDATED BALANCE SHEETS
                              ASSETS
     (in thousands)                     June 2,       September 2,
                                          1995           1994
                                       (Unaudited)
                                        _______________________
     Current assets:
       Cash                              $ 1,000      $  2,008
       Accounts receivable, net           15,754        14,463
       Inventories                        12,925        10,568
       Prepaid expenses and other 
            current assets                   900           478
       Deferred tax benefits               1,600         1,429
                                          ______        ______
              Total current assets        32,179        28,946
                                          ______        ______
     Plant and equipment, at cost         92,572        68,101
     Less:  accumulated depreciation      40,199        37,832
                                          ______        ______
              Net plant and equipment     52,373        30,269
                                          ______        ______
     Other assets                          1,651           924
     Deferred tax benefit                      -           181
                                          ______        ______
                                         $86,203       $60,320
                                            ====          ====
     
        LIABILITIES AND SHAREHOLDERS' INVESTMENT
     Current liabilities:
       Current maturities of long-term 
	debt                               2,636         2,021
       Accounts payable                    7,779         6,589
       Accrued salaries and commissions    1,257         1,324
       Other accrued liabilities           1,982         2,431
       Reserve for discontinued operation    416           489
       Income taxes payable                  152           150
                                          ______        ______
      Total current liabilities           14,222        13,004
                                          ______        ______
     Long-term debt                       29,828         7,963
                                          ______        ______
     Other non-current liabilities         2,791         2,871
                                          ______        ______
     Deferred income taxes                   315             -
                                          ______        ______
     Shareholders' investment:
       Common stock                        1,687         1,648
       Additional paid-in capital         22,127        21,035
       Retained earnings                  15,233        13,799
                                          ______        ______
      Total shareholders' investment      39,047        36,482
                                          ______        ______
                                         $86,203       $60,320
                                            ====          ====
     <PAGE>
             SHELDAHL, INC. AND SUBSIDIARY
         CONSOLIDATED STATEMENTS OF CASH FLOWS
                       Unaudited
     
                                           Nine Months Ended
     
     (in thousands)                       June 2,      May 27,
                                           1995         1994
                                          ____________________
     Operating activities:
     Net income                          $ 1,434       $ 1,793
       Adjustments to reconcile net income
       to net cash provided by operating 
       activities:
      Depreciation and amortization        3,155         3,008
      Deferred income taxes                  325           158
      Cumulative effect of accounting 
        changes                                -         (547)
     Loss from discontinued operation          -           525
     
       Net change in other operating 
       activities:
          Accounts receivable            (1,291)       (2,266)
          Inventories                    (2,357)         (550)
          Prepaid expenses and other 
             current assets                (422)          (56)
          Other assets                     (727)          (52)
          Accounts payable and accrued 
             liabilities                     674           482
          Income taxes payable                 2           304
          Other non-current liabilities     (80)           (77)
                                          ______         ______
     Net cash provided by operating 
     activities                              713          2,722
                                          ______         ______
     Investing activities:
       Capital expenditures, net        (25,259)        (7,936)
       Net cash flows used in 
          discontinued operation            (73)          (530)
                                          ______         ______
     Net cash used in investing 
     activities                          (25,332)       (8,466)
                                           ______       ______
     Financing activities:
       Borrowings under credit facilities,
          net                              22,495         7,760
       Proceeds from issuance of long-term 
          debt                                  -         1,665
       Repayments of long-term debt          (15)       (3,518)
       Issuance of common stock             1,131           142
                                           ______        ______
     Net cash provided by financing 
     activities                            23,611         6,049
                                           ______        ______
     Increase(decrease) in cash           (1,008)           305
     
     Cash at beginning of period            2,008           442
                                           ______        ______
     Cash at end of period                $ 1,000      $    747
                                             ====          ====
     Supplemental cash flow information:
       Income taxes paid                  $   113      $     55
                                             ====          ====
       Interest paid                      $ 1,346       $   890
                                             ====           ====
     <PAGE>
     
               SHELDAHL, INC. AND SUBSIDIARY
        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         Unaudited
                              
     
     These condensed and unaudited financial statements have been
     prepared by the Company pursuant to the rules and regulations of the
     Securities and Exchange Commission.  In the opinion of management,
     these condensed financial statements reflect all adjustments, of a
     normal and recurring nature, necessary for a fair statement of the
     interim periods, on a basis consistent with the annual audited
     statements.  Certain information, accounting policies and footnote
     disclosures normally included in financial statements prepared in
     accordance with generally accepted accounting principles have been
     condensed or omitted pursuant to such rules and regulations. 
     Although these disclosures should be considered adequate, the
     Company suggests that these condensed financial statements be read
     in conjunction with the financial statements and summary of
     significant accounting policies and notes thereto included in the
     Company's latest annual report on Form 10-K.
     
     1) Inventories
     
        Inventories, which are valued at the lower of last-in first-out
        cost or market, consist of (in thousands):
     
                                      June 2, 1995  September 2, 1994
                              
        Raw materials                    $ 5,113       $  4,403
        Work-in-process                    6,335          5,245
        Finished goods                     2,392          1,835
        LIFO reserve                       (915)          (915)
                                          ______         ______
                                         $12,925        $10,568
                                            ====           ====
     2) Post Retirement Benefits
     
        In December 1990, the Financial Accounting Standard Board
        issued Statement of Financial Accounting Standards No. 106,
        "Employers' Accounting for Postretirement Benefits Other than
        Pensions" (SFAS No. 106).  SFAS No. 106 requires that the
        expected cost of these benefits be charged to expense during
        the years that the employees render service.  The Company
        adopted SFAS No. 106 on August 28, 1993, and recorded a one-
	time charge of $875,000, net of income tax benefits of
        $525,000, in the accompanying 1994 statement of operations. 
     
     3) Income Taxes
     
        Effective August 28, 1993, the Company adopted Statement of
        Financial Accounting Standards No. 109, "Accounting for Income
        Taxes" (SFAS No. 109), under which deferred income tax assets
        and liabilities are recognized for the differences between
        financial and income tax reporting basis of assets and
        liabilities based on enacted tax rates and laws.  The Company
        recorded a $1,422,000 increase to net income in 1994 to reflect
        the adoption of SFAS No. 109.
     
     4) Debt and Financing
     
        During the third quarter of fiscal 1995, the Company entered
        into a $5,000,000 construction loan agreement with a bank. 
        Upon completion and acceptance of the construction project,
        which will take place on or before December 31, 1995, the
        Company will obtain permanent financing.  The permanent
        financing will consist of a $5,700,000 loan with a seven-year
        term.  Monthly payments will be determined by a twenty-year
        amortization schedule with interest based on seven-year
        treasury notes plus 2.25%.
     
        During the second quarter of fiscal 1995, the Company amended
        its credit agreement with three banks.  The agreement consists
        of a $15 million revolving note based on, and secured by, the
        Company's inventories and accounts receivable, and a $20
        million term note collateralized by equipment.  As of June 2,
        1995, $11,000,000 was borrowed under the revolving note
        agreement leaving an additional $4,000,000 available for the
        Company's use.  The Company had an outstanding balance of
        $17,240,000 at June 2, 1995, under the term note.  The Company
        may borrow an additional $2,760,000 to fund future capital
        expenditures under this term note.  The term note calls for
        quarterly payments commencing January 1, 1996.  The amount of
        the payment will be based on the balance outstanding at that
        time.  The credit agreement expires December 31, 1997, but also
        contains an option to allow the Company to extend the agreement
        to December 31, 1999.  Interest accrues at prime plus up to
        2.5%, based on the Company's net worth, as defined.  Commitment
        fees are charged at 0.5% on the revolver notes unused portion. 
        The interest rate as of June 2, 1995, was 10.0% for the
        revolving note and 10.5% for the term note.
     
     5) Consortium for the Development of Multi-Chip Module Laminates
        (MCM-L)
     
        On January 10, 1994, the Company entered into a Consortium
        Agreement sponsored by the Advanced Projects Research Agency
        (ARPA), a United States Government Agency.  The purpose of the
        Consortium is to accelerate the development and
        commercialization of the multi-chip module laminate (MCM-L). 
        As a Consortium member, the Company expects to receive
        approximately $9 million in funding through January 1996 from
        ARPA to further test, design and develop the manufacturing
        processes for the Company's NOVACLAD and Z-LINK products which
        are to be used in constructing MCM-L.  During the three and
        nine months ended June 2, 1995, the Company incurred $1,050,000
        and $4,116,000, respectively, in manufacturing, selling,
        research and development and administrative costs that were
        refunded by ARPA.  To date, the Company has received a total of
        $7,591,000 of funding through the Consortium.  The remaining
        expenses to be reimbursed by the ARPA Consortium are expected
        to be $1,070,000.
     <PAGE>
     
               SHELDAHL, INC. AND SUBSIDIARY
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF
     CONSOLIDATED OPERATING RESULTS AND FINANCIAL CONDITION
                              
     Nine Months Ended June 2, 1995 and May 27, 1994
     
     
     Net sales increased $2,441,000 or 3.7% from $65,810,000 for the nine
     months ended May 27, 1994, to $68,251,000 for the nine months ended
     June 2, 1995.  Automotive market product sales increased $1,078,000
     or 3.0% from $35,384,000 for the nine months ended May 27, 1994, to
     $36,462,000 for the nine months ended June 2, 1995.  Sales of
     automotive interconnect systems increased $554,000 or 1.8% from
     $30,773,000 for the nine months ended May 27, 1994, to $31,327,000
     for the nine months ended June 2, 1995.  The continued increase is
     the result of the Company's on going design and sales efforts to
     major automotive customers.  Sales of flexible materials for
     automotive products increased $524,000 or 11.4% from $4,611,000 for
     the nine months ended May 27, 1994, to $5,135,000 for the nine
     months ended June 2, 1995.  The continued growth in the automotive
     airbag market resulted in the increased sales.
     
     Datacommunications market sales declined $897,000 or 6.7% from
     $13,314,000 for the nine months ended May 27, 1994, to $12,417,000
     for the nine months ended June 2, 1995.  Sales to the
     datacommunications interconnect market decreased $2,546,000 or 21.5%
     from $11,852,000 for the nine months ended May 27, 1994, to
     $9,306,000 for the nine months ended June 2, 1995.  Sales in the
     first quarter of fiscal 1994 included the completion of the laptop
     computer application project; no comparable application was produced
     in fiscal 1995. Sales to the datacommunications materials market
     increased $1,649,000 or 112.8% from $1,462,000 for the nine months
     ended May 27, 1994, to $3,111,000 for the nine months ended June 2,
     1995.  The rise was caused by increased customer demand of flat
     cable tape.
     
     Aerospace/defense market sales increased $690,000 or 8.8% from
     $7,808,000 for the nine months ended May 27, 1994, to $8,498,000 for
     the nine months ended June 2, 1995.  Consumer market sales increased
     $1,224,000 or 36.2% from $3,382,000 for the nine months ended May
     27, 1995, to $4,606,000 for the nine months ended June 2, 1995. 
     Increase in market demand for consumer interconnect products
     resulted in the rise.  Industrial market sales increased $346,000 or
     5.8% from $5,922,000 for the nine months ended May 27, 1994, to
     $6,268,000 for the nine months ended June 2, 1995.
     
     Gross profit decreased $254,000 or 1.8% from $14,227,000 for the
     nine months ended May 27, 1995, to $13,973,000 for the nine months
     ended June 2, 1995.  Gross profit as a percentage of sales decreased
     to 20.5% compared with 21.6% for the same period in fiscal 1994. 
     Costs associated with the start up of new products, primarily during
     the second quarter of fiscal 1995, contributed to the decrease.
     
     Total operating expenses increased $148,000 or 1.2% from $11,856,000
     for the nine months ended May 27, 1995, to $12,004,000 for the nine
     months ended June 2, 1995.  As a percentage of sales, expenses were
     18.0% for the nine months ended May 27, 1994, and 17.6% for the nine
     months ended June 2, 1995, respectively.
     
     Sales and marketing expense increased $1,000,000 or 17.0% from
     $5,877,000 for the nine months ended May 27, 1994, to $6,877,000 for
     the nine months ended June 2, 1995.  Sales and marketing expense, as
     a percent of sales, increased to 10.1% for the nine months ended
     June 2, 1995, compared with 8.9% for the same period in fiscal 1994. 
     The rise in sales and marketing expenses was the result of increased
     costs related to the promotion of new business and products.
     
     Net general and administrative expenses decreased $410,000 or 12.7%
     from $3,220,000 for the nine months ended May 27, 1994, to
     $2,810,000 for the nine months ended June 2, 1995.  Gross general
     and administrative expenses increased $23,000 or 0.7% from
     $3,396,000 for the nine months ended May 27, 1994, to $3,419,000 for
     the nine months ended June 2, 1995.  During the first nine months of
     fiscal 1995, $609,000 of ARPA credits were applied to general and
     administrative costs, decreasing gross expenses.  See Note 5 of the
     accompanying financial statements for additional information
     regarding ARPA.
     
     Net research and development expenses decreased $95,000 or 5.0% from
     $1,916,000 for the nine months ended May 27, 1994, to $1,821,000 for
     the nine months ended June 2, 1995.  Gross research and development
     costs decreased $183,000 or 7.7% from $2,369,000 for the nine months
     ended May 27, 1994, to $2,186,000 for the nine months ended June 2,
     1995.  The decrease was influenced by reduced research and
     development material costs on the Novaflex  process development is
     nearing completion.  During the first nine months of fiscal 1995,
     $365,000 of ARPA credits were applied to research and development
     costs, thus decreasing expenses.  See Note 5 of the accompanying
     financial statements for additional information regarding ARPA.
     
     Net interest expense decreased $347,000 or 41.2% from $843,000 for
     the nine months ended May 27, 1994, to $496,000 for the nine months
     ended June 2, 1995.  Interest costs capitalized to projects
     contributed to this decrease.  Capitalized interest increased
     $550,000 or 210.7% from $261,000 for the nine months ended May 27,
     1994, to $811,000 for the nine months ended June 2, 1995.  This was
     due to the $25,000,000 increase in capital construction projects
     currently in process.
     
     Income before taxes declined $402,000 or 17.0% from $2,371,000 for
     the nine months ended May 27, 1994, to $1,969,000 for the nine
     months ended June 2, 1995.  Lower margins and higher marketing
     expenses contributed to the decrease.  The effective tax rate for
     fiscal 1995 is estimated to be 27% as compared to 25% for 1994. 
     Income from continuing operations for the nine months ended June 2,
     1995, was $1,434,000, a decrease of $337,000 or 19.0% as compared to
     $1,771,000 for the nine months ended May 27, 1994.  Earnings per
     share from continuing operations before accounting changes for the
     nine months ended June 2, 1995, were $0.21 per share compared with
     $0.35 per share for the nine months ended May 27, 1994.  Average
     shares outstanding increased from approximately 5,118,000 in fiscal
     1994 to approximately 6,898,000 in fiscal 1995 primarily due to the
     secondary public offering in June 1994.
     <PAGE>
     
     
             SHELDAHL, INC. AND SUBSIDIARY
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF
     CONSOLIDATED OPERATING RESULTS AND FINANCIAL CONDITION
     
     Three Months Ended June 2, 1995 and May 27, 1994
     
     
     Net sales increased $1,301,000 or 5.4% from $23,902,000 for the
     three months ended May 27, 1994, to $25,203,000 for the three months
     ended June 2, 1995.  Sales to the automotive market decreased
     $611,000 or 4.8% from $12,733,000 for the three months ended May 27,
     1994 to $12,122,000 for the three months ended June 2, 1995. 
     Automotive market sales declined as a result of decreased production
     orders and slow ramp-up of the new interconnect application.  Sales
     to the datacom market increased $1,038,000 or 23.4% from $4,438,000
     for the three months ended May 27, 1994, to $5,476,000 for the three
     months ended June 2, 1995.  Datacom sales increased primarily in the
     materials area by customer demand for flat cable tape. 
     Aerospace/defense market sales increased $398,000 or 13.8% from
     $2,891,000 for the three months ended May 27, 1994, to $3,289,000
     for the three months ended June 2, 1995.  Consumer market sales
     increased $198,000 or 11.5% from $1,719,000 for the three months
     ended May 27, 1994, to $1,917,000 for the three months ended June 2,
     1995.  Industrial market sales increased $278,000 or 13.1% from
     $2,121,000 for the three months ended May 27, 1994, to $2,399,000
     for the three months ended June 2, 1995.  Increased customer demand
     contributed to the rise in consumer and industrial sales.
     
     Gross profit increased $85,000 or 1.6% from $5,451,000 for the three
     months ended May 27, 1994, to $5,536,000 for the three months ended
     June 2, 1995.  Gross profit, as a percentage of net sales decreased
     to 22.0% from 22.8% for the same period of fiscal 1994.
     
     Total operating expenses increased $246,000 or 5.8% from $4,210,000
     for the three months ended May 27, 1994, to $4,456,000 for the three
     months ended June 2, 1995.  As a percentage of net sales, expenses
     were 17.6% for the three months ended May 27, 1994, and 17.7% for
     the  three months ended June 2, 1995.
     
     Sales and marketing expenses increased $198,000 or 9.3% from
     $2,124,000 for the three months ended May 27, 1994, to $2,322,000
     for the three months ended June 2, 1995.  Higher labor costs,
     product advertising, shows and exhibits and travel costs incurred to
     promote new products contributed to the increase.
     
     Net general and administrative expenses decreased $64,000 or 5.6%
     from $1,137,000 for the three months ended May 27, 1994, to
     $1,073,000 for the three months ended June 2, 1995.  Gross general
     and administrative expenses decreased $33,000 or 2.6% from
     $1,261,000 for the three months ended May 27, 1994, to $1,228,000
     for the three months ended June 2, 1995.  Lower consulting and
     professional fees contributed to the decline.  For the three months
     ended June 2, 1995, $155,000 of ARPA credits were applied to general
     and administrative costs.  See Note 5 of the accompanying financial
     statements for additional information regarding ARPA.
     
     Net research and development expenses increased $146,000 or 25.8%
     from $566,000 for the three months ended May 27, 1994, to $712,000
     for the three months ended June 2, 1995.  Gross research and
     development costs were $840,000 for both the three months ended May
     27, 1994 and June 2, 1995.  ARPA credits applied to research and
     development costs were the cause of net research and development
     expense increase.  For the three months ended June 2, 1995, $128,000
     of ARPA credits were applied to research and development costs.  See
     Note 5 of the accompanying financial statements for additional
     information regarding ARPA.
     
     Net interest expense decreased $34,000 or 8.9% from $383,000 for the
     three months ended May 27, 1994, to $349,000 for the three months
     ended June 2, 1995, while total interest cost of borrowings
     increased $204,000 or 42.4% from $481,000 for the three months ended
     May 27, 1994, to $685,000 for the three months ended June 2, 1995. 
     Capitalized interest increased $237,000 or 241.8% from $98,000 for
     the three months ended May 27, 1994, to $335,000 for the three
     months ended June 2, 1995, because of the $25,000,000 increase in
     capital projects in progress.
     
     Income before taxes decreased $161,000 or 13.0% from $1,241,000 for
     the three months ended May 27, 1994, to $1,080,000 for the three
     months ended June 2, 1995.  The decrease was due primarily to the
     increase in sales and marketing and research and development
     expenses.
     
     For the quarter, income taxes have been provided at an estimated
     annual rate of 27%.  Net income from continuing operations for the
     three months ended June 2, 1995, was $780,000, a decrease of
     $150,000 or 16.1% as compared to $930,000 for the three months ended
     May 27, 1994.  Earnings per share from continuing operations for the
     three months ended June 2, 1995, was $0.11 per share for the three
     months ended June 2, 1995, and $0.18 per share for the three months
     ended May 27, 1994.  The decline in earnings per share was a result
     of lower quarterly earnings and increased shares outstanding.
     
     On May 27, 1994, the Company sold its idle Nashua facility for an
     amount less than the recorded value.  In addition, the Company has
     revised its estimate of the costs it will incur related to the
     abandonment of leased facilities in Orange County, California. 
     Accordingly, the 1994 statement of operations reflect a charge of
     $525,000, net of income tax benefits of $175,000, to reserve for the
     losses related to these events.
     <PAGE>
     
     FINANCIAL CONDITION
     
     At June 2, 1995, working capital increased, reflecting a 2.3 to 1
     current ratio compared to 2.2 to 1 at September 2, 1994.
     
     For the nine months ended June 2, 1995, the Company has invested
     $25,269,000 in capital expenditures and expects to continue capital
     investment at a similar rate during the last quarter of fiscal 1995. 
     Capital expenditures will principally be funded from cash flows from
     operations plus existing debt capacity.  The Company also expects to
     finance certain capital expenditures through operating leases.
     <PAGE>
     
     PART II - OTHER INFORMATION
     
                SHELDAHL, INC. AND SUBSIDIARY
                          FORM 10-Q
     
     Item 6.  Exhibits and Reports on Form 8-K
     
      A)      Exhibits
     
            11  Statement Regarding Computation of Earnings Per
                Share.
     
            27  Financial Data Schedule
     
      B)    Reports on Form 8-K
     
            No reports on Form 8-K were filed by the Registrant
            during the quarter ended June 2, 1995.
     <PAGE>
     
     
                       SIGNATURES
     
     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.
     
                              SHELDAHL, INC.
                              (Registrant)
     
     Dated: June 30, 1995                By: /s/James E. Donaghy
                                             President and 
                                             Chief Executive Officer
     
     
     
     
     
     Dated: June 30, 1995                By: /s/John V. McManus
                                             Vice President, Finance
     <PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACETED FROM
THE JUNE 2, 1995 FINANCIAL STATMENTS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATMENTS.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   9-MOS                   3-MOS
<FISCAL-YEAR-END>                          SEP-02-1995             SEP-02-1995
<PERIOD-END>                               JUN-02-1995             JUN-02-1995
<CASH>                                            1000                    1000
<SECURITIES>                                         0                       0
<RECEIVABLES>                                    15754                   15754
<ALLOWANCES>                                         0                       0
<INVENTORY>                                      12925                   12925
<CURRENT-ASSETS>                                 32179                   32179
<PP&E>                                           92575                   92572
<DEPRECIATION>                                   40199                   40199
<TOTAL-ASSETS>                                   86203                   86203
<CURRENT-LIABILITIES>                            14222                   14222
<BONDS>                                              0                       0
<COMMON>                                          1678                    1678
                                0                       0
                                          0                       0
<OTHER-SE>                                       22127                   22127
<TOTAL-LIABILITY-AND-EQUITY>                     86203                   86203
<SALES>                                          68251                   25203
<TOTAL-REVENUES>                                 68251                   25203
<CGS>                                            54278                   19667
<TOTAL-COSTS>                                    12500                    4107
<OTHER-EXPENSES>                                     0                       0
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                                 496                     349
<INCOME-PRETAX>                                   1969                    1080
<INCOME-TAX>                                       535                     300
<INCOME-CONTINUING>                               1434                     780
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                      1434                     780
<EPS-PRIMARY>                                     0.21                    0.11
<EPS-DILUTED>                                        0                       0
        

</TABLE>

Exhibit 11
     
     
               SHELDAHL, INC. AND SUBSIDIARY
     STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
           (in thousands, except per share data)
                              
     
     
                                     For The Nine Months Ended
    
     
                                          June 2,      May 27,
                                           1995         1994
                                      ________________________
     
     Primary Earnings Per Share
     
     Weighted average number of issued 
        shares outstanding                   6,660       4,840
     
     Effect of exercise of stock options
        under the treasury stock method                    238          278
                                            ______     _______
     Weighted average shares outstanding used
        to compute primary earnings per share            6,898        5,118
                                              ====        ====
     Net income                            $ 1,434     $ 1,793
                                              ====        ====
     Net income per share                 $   0.21    $   0.35
                                              ====        ====
     
     
     Fully diluted earnings per share
     
     Weighted average number of issued 
        shares outstanding                   6,660       4,840
     
     Effect of exercise of stock options
        under the treasury stock method                    249          292
                                            ______      ______
     Weighted average shares outstanding used
        to compute fully diluted earnings 
        per share                            6,909       5,132
                                              ====        ====
     Net income                            $ 1,434     $ 1,793
                                              ====        ====
     
     Net income per share                  $  0.21    $   0.35
                                              ====        ====
     <PAGE>
     Exhibit 11
               
               SHELDAHL, INC. AND SUBSIDIARY
     STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
           (in thousands, except per share data)
                              
     
     
                                      For The Three Months Ended
   
                                         June 2,       May 27,
                                          1995           1994
                                       _________________________
       
     Primary Earnings Per Share                   
     
     Weighted average number of issued 
        shares outstanding                   6,726       4,851
     
     Effect of exercise of stock options
        under the treasury stock method        210         316
                                            ______      ______
     Weighted average shares outstanding 
        used to compute primary earnings 
        per share                            6,936       5,167
                                              ====        ====
     Net income                             $  780      $  405
                                              ====        ====
     Net income per share                   $ 0.11      $ 0.08
                                              ====        ====
     
     
     Fully diluted earnings per share
     
     Weighted average number of issued 
        shares outstanding                   6,726       4,851             
     
     Effect of exercise of stock options
        under the treasury stock method                    210          316
                                            ______      ______
     Weighted average shares outstanding used
        to compute fully diluted earnings 
        per share                            6,936       5,167
                                              ====        ====
     Net income                             $  780      $  405
                                              ====        ====
     Net income per share                   $ 0.11      $ 0.08
                                              ====        ====
     


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