Bmc Industries, Inc. Business Information, Profile, and History

Company Perspectives:

We have what we believe to be a clear plan to return BMC to growth. At its core, we must efficiently operate our two restructured businesses. In 2003, we are focused on returning to profitability by: Improving the performance of our global polycarbonate lens franchise; Managing our core mask operations for maximum cash flow; Stabilizing the earnings stream for consistent and predictable results; and Using free cash flow to further reduce debt and increase financial flexibility. We also seek to leverage the applications for our technology and develop new, higher-margin products that we can introduce in growing market segments. These are the yardsticks by which we will measure our success.

History of Bmc Industries, Inc.

BMC Industries, Inc. is a leading manufacturer of aperture masks and optical lenses. Its Buckbee-Mears group, responsible for about 56 percent of 2002 revenues, is the only North American producer of aperture masks, a key component in color television picture tubes that precisely direct electron beams onto the proper phosphor color stripes, resulting in a sharp image. BMC pioneered the development of the photochemical machining process used to make these masks. Two of BMC's largest customers are purchasers of the aperture masks of Buckbee-Mears: Thomson, S.A. of France accounted for 19 percent of BMC's 2002 revenues, while sales to Samsung Display Co., Ltd. of South Korea amounted to 13 percent of the total. The main production facility of the Buckbee-Mears group is located in Cortland, New York. The Optical Products group, which operates under the trade name Vision-Ease Lens, is one of the world's leading manufacturers of polycarbonate and glass lenses and is also a supplier of plastic lenses sourced through third-party manufacturers. Vision-Ease sells both semifinished and finished lenses--including single-vision, multifocal, progressive, and prescription sunglass lenses, some of which feature antireflective and scratch-resistant coatings--to wholesale optical laboratories and retail eyewear chains throughout the United States and Europe. Optical production facilities are centered in Ramsey, Minnesota; and Jakarta, Indonesia. Because of lagging demand for aperture masks and fierce competition from Asian manufacturers of the masks, as well as management problems, BMC Industries fell into the red in 2001 and by late 2003 was teetering on the brink of a bankruptcy filing.

Roots in the Graphic Arts

Founded in 1907 by cousins Charles E. Buckbee and Norman T. Mears, Buckbee-Mears Company operated one of the Twin Cities' first photoengraving plants. The St. Paul, Minnesota, company quickly added photography to its engraving and creative art departments, and thus became a full-line graphic arts supplier. By 1927, offset printing--a photomechanical process--had been developed and Buckbee-Mears later rendered that service as well.

"It was World War II that brought Norman B. Mears to the forefront in the then-conservative family operation," wrote Dick Caldwell in a 1967 Minneapolis Star article. The younger Mears, son of the cofounder, had left his farming operation in South Dakota in 1928 and joined Buckbee-Mears. He then pushed for expansion of the business into photomechanical production. Mears got a big opportunity to experiment with the process when the U.S. Navy needed grids etched on the eyepieces of military equipment. Mears not only led the successful development of a vacuum-etching production line for metal and glass reticles used in fire control (gun sights), radar, and guided missiles, but he created a new industrial division for the company.

A New Focus in the Postwar Years

The industrial skills BMC acquired during the war were transferred to the television industry in peacetime. The Radio Corporation of America (RCA) enlisted Buckbee-Mears to develop a crucial part for color television tubes. In 1963 the company perfected an automated process for the production of the "shadow mask," an extremely thin metal sheet punctured by hundreds of thousands of perfectly positioned holes that directed electron beams toward phosphorous strips that generate the color. The automated chemical etching process had evolved over a 13-year period and several generations of equipment.

Norman B. Mears became company president in 1957 and at one point owned up to 92 percent of the stock. He and Buckbee-Mears were direct beneficiaries of the wave of color television sales they helped set in motion. By 1966 about five million color televisions were sold in the United States; 99 percent of those TV sets contained a Buckbee-Mears mask. The industrial division had doubled its sales from 1965 to 1966, largely because of the shadow masks. The company went public in September 1966.

According to a 1982 Business Week article, Buckbee-Mears enjoyed a short-lived high-tech image because of its pioneering work in the television manufacturing field. Growth of the company's other division was steady but less dramatic. When Buckbee-Mears reached its 60th year of business, the graphic arts division primarily served a 13-state area and held a big share of the important Twin Cities' market.

Internal and External Changes in the 1970s

The makeup of the company began to change in the late 1960s and into the mid-1970s. Buckbee-Mears exited the graphics arts business and entered the ophthalmic lens business, acquiring Vision-Ease Lens, Inc. in 1968; this St. Cloud, Minnesota, firm had been founded in 1930. Norman B. Mears stepped down from his position as company president. The business environment that had been favorable for Buckbee-Mears also began to change. Color television imports rose from 18 percent of U.S. sales in 1975 to 37 percent in 1976; major domestic television manufacturers, Westinghouse Electric Corp., Motorola Inc., Admiral, and Philco, stopped producing color picture tubes. The loss of business resulted in cutbacks at Buckbee-Mears. Nearly one-third of the workers (75) were laid off at its St. Paul aperture mask plant, and 45 salaried employees also lost their jobs. The company also had aperture mask plants in New York and West Germany.

In December 1976, Everett F. Carter replaced James Bourquin as president. Carter had come to Buckbee-Mears from GTE Sylvania Inc. in 1969, the year Bourquin succeeded Mears as president. The company lost over $300,000 in 1976, but became profitable again under Carter; earnings reached $4.3 million in 1979.

Acquisitions Boom of the Early 1980s

Buckbee-Mears Company began the 1980s earning steady profits from its ophthalmic products and the precision metal parts operations of its industrial division. But aperture mask sales stagnated. The company planned to gradually diversify by moving from parts to subassembly to end-product manufacturing. That strategy changed dramatically when the board brought on Ryal Poppa, a high profile manager. Poppa had a number of successful turnarounds associated with his name including Pertec Corp., a southern California computer equipment maker. His eight-year acquisition drive at Pertec had increased Pertec's annual sales from $28 million to $200 million. Poppa, along with a $1 million investment in Buckbee-Mears, stepped into the CEO and chair positions in January 1982. Everett F. Carter retained his position as president, but Norman C. Mears retired from the board. (Carter resigned his position as president as well at the end of 1982.)

As he had with other businesses, Poppa acted quickly and aggressively. A new management team, a new company name, and an ambitious acquisition plan were put in place. Ryal Poppa intended to make the company, renamed BMC Industries, Inc. in 1983, a major player in the electronic interconnections field. But his first acquisitions were in the optics area. Bolstered by the purchase of Camelot Industries, the optics division contributed about two-thirds of 1982 revenues.

The next year, 1983, was marked by an announcement for a joint venture with Control Data Corporation in the production of semiconductor chip equipment. Four important high-tech businesses were acquired. Total sales reached $155 million with earnings of $4.5 million. With Honeywell's Tampa operations and Advanced Controls of Irvine California included in the electronics division, Poppa was predicting sales to double in 1984. Investors were taking notice of what was happening in St. Paul. St. Paul Pioneer Press Dispatch reporter Dave Beal wrote, "Wall Street loved Ryal Poppa's big adventure; the stock doubled to $27 in just two years."

The Boom Goes Bust

The adventure, however, came to an end. The environment in which Poppa was trying to diversify BMC was inhospitable: the U.S. electronics industry was struggling under foreign competition and a soft consumer demand. In addition, the new Interconics division, which served the semiconductor and electronic equipment industries, had been funded largely by debt. In December 1984, $30 million in debentures were sold to four companies to pay off some of the heavy debt load.

Return on stockholders equity fell to 2.5 percent in 1984, from over 10 percent in the previous three years. Ryal Poppa left BMC early in 1985. The debenture holders sued BMC in order to rescind the notes and call in the debt. Robert J. Carlson, formerly a top executive with United Technologies Corp. and Deere & Co., joined BMC as chief executive in mid-1985. Carlson tried cost-cutting measures in an attempt to keep the electronics division Poppa had built intact. But the recession in the industry and BMC's debt were both too deep. In November 1985 BMC announced that the electronics division would be sold off. Losses in 1985 were nearly $70 million, largely because of business divestment reserves.

BMC's outlook had changed drastically from the aggressive optimism of the Poppa days; 13 high-technology operations--one-third of BMC's assets--were on the sales block, and its $100 million debt was in default. Sales of color television aperture masks and optical lenses both rose in 1986, but profits were drained by the interest on debt and from operating losses in the discontinued businesses. BMC lost another $6.5 million in 1986. Stock prices dropped as low as $3.25 a share, and the company had to ward off a takeover bid.

In 1987, BMC settled the lawsuit by agreeing to pay off the notes, and it began restructuring negotiations on the remaining debt. BMC received $65 million in new loans from institutional investors and used cash from the divestitures to pay off the $100 million debt, as well as $5 million in interest. The company was back to its pre-Poppa product lines, optical products and precision-etched products, but still held $65 million in long-term debt accumulated from its failed diversification attempt. In terms of production, BMC made a deal with IBM for precision-etched computer parts to be made out of its West German plant. It also entered into a joint venture with an Italian plastic eyeglass lens maker, and made an aperture mask engineering and manufacturing service contract with the Soviet Union. The company also marked 1987 by moving its corporate headquarters from its longtime St. Paul location to a smaller facility in Bloomington, Minnesota.

Growth in the Early 1990s Still Hampered by Debt

Debt hampered capacity expansion in the years following BMC's restructuring, and stock prices generally bounced back and forth between the $5 and $10 per share mark. The company struggled with: production problems in the New York aperture mask plant; slow sales in the St. Paul plant where electronic components and etched glass and large printed circuit boards were made; and a general economic recession. Net earnings for 1990 dropped to $1.8 million, down 66 percent from 1989.

An $18.6 million aperture mask equipment and technology deal with a Chinese company sent BMC earnings upward again in the beginning of 1991. Paul Burke rose to the position of president; Carlson retained his positions as chairman and CEO. Burke had joined BMC in 1983 as an associate general counsel and at age 29 was appointed general counsel by Carlson. Burke played an instrumental role in the successful divestiture and debt restructuring, and then requested a move to the operations side of the company in 1987. He managed a turnaround at the Florida Vision-Ease Lens plant and became president of the $75 million division two years later. Carlson left BMC in July 1991 and was succeeded by Burke, then 35 years old. Sales for the year reached $203.2 million with record earnings of $8.2 million.

BMC continued to make steady progress toward increasing sales and profits and reducing debt. In 1993 BMC made another deal with a Chinese firm for aperture mask equipment and technology: this time for $26 million. The company was moving away from the manufacturing of the lower-end aperture masks it was licensing, to higher-margin, high-resolution computer monitors and televisions. The precision-etched products division, which made the aperture masks and specialty photo-etched glass and metal parts, provided just under two-thirds of BMC's sales. Eyewear lens sales through the optical products division provided the other third.

BMC debt was down to $32 million toward year-end 1993 and the stock price had doubled from the previous year to about $16 per share. A breakthrough deal with a Japanese television manufacturer in 1994 and rising worldwide demand for high-end aperture masks had pushed BMC plants to near capacity. BMC also saw progress in its optical products division in 1994, polycarbonate lens sales jumping 44 percent compared with industry growth of 25 percent. In September 1994 BMC paid off its debt, giving the company room for capital investment.

Expansion Moves in the Mid- to Late 1990s

In 1995 BMC accelerated expansion of its aperture masks production lines, announcing plans for two additional television and one additional computer mask lines. Japanese firms were its only competitors in the high-end market, and they were being hurt by the strong yen which drove up their prices relative to BMC's. The company's other business segment was also doing well with its higher-margin product; in the fast-growing polycarbonate lens market BMC ranked second in sales behind Gentex Optics of Massachusetts. Riccardo A. Davis wrote in July 1995, "BMC has produced 16 consecutive quarters of increased earnings as it has focused on higher margin masks and lenses." In October 1995 BMC stock was split two-for-one.

Buckbee-Mears St. Paul (BMSP), a business unit that had been struggling for survival in the early 1990s, increased earnings by 200 percent in 1995 because of increased sales, sales mix changes, and improved production efficiencies. As a world leader in the field of photochemical machining BMSP provided thinner, more detailed pieces, and a greater range of sizes than stamped metal parts. Its products were used in automotive, electronics, medical, office, consumer, industrial, military and aerospace applications.

The year 1995 also marked a milestone for the company that began as Buckbee-Mears. Norman B. Mears had retired from the board in 1994, leaving the company without Mears's family leadership for the first time. Company-wide profits for 1995 were $24.5 million on total sales of $255.4 million. The precision imaged products group, which included aperture masks and BMSP, brought in 70 percent of BMC's consolidated revenues. The aperture masks alone provided 58 percent total revenue. Optical products brought in 30 percent.

BMC had expanded its polycarbonate lens production capacity in 1993, 1994, and 1995. In 1996 the company announced plans to build a $10 million state-of-the-art facility in Ramsey, Minnesota, near Minneapolis, for polycarbonate manufacturing, as well as centralized distribution and research and development. (Polycarbonate lenses--thinner, lighter, and more impact resistant than plastic or glass lenses--were manufactured through a highly automated injection process.) While polycarbonate lenses were the fastest growing segment of the U.S. market, it was actually the smallest segment among BMC's three lens types. BMC held more than 50 percent of the domestic fused multifocal glass lens market and was a major supplier internationally. BMC, like other U.S. manufacturers, began contracting overseas for more labor-intensive hard-resin lenses, which held about half of the U.S. market.

In addition to the new plant, which opened in 1998, there were several other notable developments for the Vision-Ease Lens subsidiary in the mid- to late 1990s. In 1993 Vision-Ease introduced the first progressive polycarbonate lenses; a progressive lens was a type of multifocal lens designed with a continuous gradient of different corrective power without the line separating different powers that was typically present in other multifocal lenses. Vision-Ease two years later introduced its SunRx line of polarized lenses. The company's position in Europe was bolstered via the January 1996 purchase of the London-based Optical Manufacturing Supplies Limited, a distributor of lenses throughout the United Kingdom and Continental Europe. Then in 1997 Vision-Ease began manufacturing lenses at a new plant in Jakarta, Indonesia, where it could take advantage of the lower costs associated with production there. The company that year also introduced its Tegra brand of premium polycarbonate lenses, which, when compared to most other lenses then marketed, were lighter, clearer, more scratch resistant, and had less distortion. Tegra Outlook premium progressive lenses made their debut two years later. Meanwhile, in May 1998, BMC paid approximately $100 million to acquire Orcolite from Monsanto Company. Orcolite manufactured premium polycarbonate eyeglass lenses at its plant in Azusa, California. Orcolite, which had 1997 revenues of about $34 million, was merged into Vision-Ease, making that company the largest manufacturer of polycarbonate lenses in the United States.

Struggling from Weakness in Aperture Mask Market, Late 1990s and Early 2000s

Although BMC's optical products operations were now its biggest growth area, and a solidly profitable one at that, the company's core product remained aperture masks, and the market for that component collapsed in the late 1990s. BMC had sunk $85 million into the expansion of its Cortland, New York, plant so that it could begin producing masks for computer monitors. The new lines, however, were not ready until 1998. By that time, it had lost two of its key customers in North America--Zenith because it went into bankruptcy, Samsung because it cut back on its monitor production. BMC was forced to try to sell its masks into an Asian market flooded by production overcapacity; adding to the difficulties was the Asian economic crisis, which had battered the local currencies, thereby making BMC's products hopelessly expensive. The company had to take a $42 million writedown on its investment in the Cortland plant, leading to a net loss of $30.6 million for 1998. In addition, more than 500 workers were laid off from that plant. BMC's stock suffered tremendously during this difficult year: It had traded above $22 per share early in the year, but finished 1998 at $6.25.

BMC returned to modest levels of profitability over the next two years as sales of aperture masks recovered in tandem with the rebounding economies of southeast Asia. Overall revenues, however, were stagnating at about $354 million. Vision-Ease continued to grow, acquiring an optical lens laboratory located outside Paris, France, that specialized in polycarbonate eyewear lenses in March 2000. This added to Vision-Ease's lens processing capabilities in Europe, where it had an existing lab in Germany. That same month, BMC announced a reorganization in which the firm's mask operations and the Buckbee-Mears St. Paul unit were combined into a new operating group called simply Buckbee-Mears.

Sales plunged more than 15 percent in 2001 to $302.3 million as the sluggish economy weakened demand for both televisions and computers. Computer monitor prices dropped sharply, prompting BMC to exit from that segment of the aperture mask only a few years after entering it. During the fourth quarter of 2001, BMC recorded a $12.2 million restructuring charge related to this exit as well as two plant closures that were completed in 2002--the Vision-Ease plant in Azusa, California, and the Buckbee-Mears facility in St. Paul. The production that had been done in Azusa was shifted to Vision-Ease's remaining plants in Ramsey and Jakarta. The St. Paul plant produced various precision metal products that comprised less than 5 percent of BMC revenues; some of these operations were sold off, and the rest were assigned to the Buckbee-Mears facilities in Cortland, New York, and Müllheim, Germany. BMC reported a net loss of $22.6 million in 2001.

The company's restructuring efforts during 2001 and 2002 included the elimination of more than 1,100 jobs, or nearly one-third of the workforce. In early 2002 Vision-Ease's Optifacts unit, a wholesaler of optical lens laboratory software, was divested. As BMC continued to pile up losses in 2002, Burke retired from the company in June. Douglas C. Hepper, a 28-year veteran manager with PPG Industries, Inc., was brought onboard as chairman, president, and CEO. By this time, BMC's stock had plummeted further to $1.52 per share. In the final months of 2002, Hepper managed to restore some credibility to the company by restructuring its credit, with most of the short-term debt converted into long-term debt, and by suspending dividend payments. The company late in the year also settled a lawsuit that had been brought by a shareholder who had accused BMC of improperly forgiving a $2.6 million loan to Burke. The Burke era received an additional degree of notoriety when it was revealed that the CEO had run the Minnesota-based company out of Paris for a yearlong period in 2000 and 2001. Revenues dropped another 18 percent in 2002, hitting $248.1 million, while the net loss of $61.9 million reflected $2.8 million in restructuring costs and a $52.7 million charge connected with a change in accounting principles.

Worsening conditions in the aperture masks market necessitated more drastic measures in 2003. In June BMC announced that it would shut down its Buckbee-Mears operations in Europe, including its main plant in Germany as well as a facility in Hungary where product inspection and other services were conducted. BMC's mask operations were consolidated at Buckbee-Mears's one remaining plant in Cortland. In addition, all nonmask operations of Buckbee-Mears were discontinued. For the second quarter of 2003, a net loss of $95.3 million was reported, which included $46.9 million in asset impairment charges mainly connected with the Buckbee-Mears restructuring and a $24.1 million loss from discontinued operations. The latest round of bad news once again hammered the stock, which fell below $1 per share for an extended period. Consequently the New York Stock Exchange in August 2003 delisted the stock, which then began trading on the OTC Bulletin Board. At the same time, BMC fell out of compliance with the terms of its bank loan, lacking enough cash on hand to make certain principal payments. It received a series of waivers from its bankers, but a bankruptcy filing appeared imminent. The company had hired an investment bank to explore strategic options, leading to speculation about a sale of the company or perhaps a divestment of the troubled aperture mask business. It seemed certain in any event that if BMC had a future as an independent company, it would be as a supplier of eyeglass lenses given that Vision-Ease Lens appeared to be BMC's only viable business long-term.

Principal Subsidiaries: Buckbee-Mears Medical Technologies, LLC; Vision-Ease Lens, Inc.; Vision-Ease Lens Azusa, LLC; Vision Ease Lens Limited (U.K.); Vision-Ease Canada, Ltd.; P.T. Vision-Ease Asia (Indonesia); Vision-Ease France SAS; Buckbee-Mears Netherlands B.V.

Principal Operating Units: Buckbee-Mears Group; Optical Products Group.

Principal Competitors: Essilor International SA; Sola International Inc.; LG Group.

Chronology

• Key Dates:
• 1907: Cousins Charles E. Buckbee and Norman T. Mears establish Buckbee-Mears Company, which operates a photoengraving plant in St. Paul, Minnesota.
• 1963: Company perfects production of the shadow mask, a key component in color televisions.
• 1966: Buckbee-Mears is taken public.
• 1968: Company enters the ophthalmic lens business through the purchase of Vision-Ease Lens, Inc. of St. Cloud, Minnesota.
• 1982: Turnaround specialist Ryal Poppa is named CEO, and he engineers an acquisitions-led drive into electronics.
• 1983: Company changes its name to BMC Industries, Inc.
• 1985: Poppa leaves the company, having saddled it with a high debt load; BMC announces it will divest its nascent electronics business.
• 1998: BMC acquires polycarbonate lens maker Orcolite, which is merged into Vision-Ease; plunging demand for aperture masks leads to a net loss for the year.
• 2002: Restructuring efforts include the closure of two plants and the elimination of hundreds of jobs.
• 2003: Worsening conditions in the aperture mask market lead to the closure of mask operations in Europe and a refocusing of the company on its Vision-Ease unit; company stock is delisted from the New York Stock Exchange; BMC verges on bankruptcy as it falls out of compliance with its bank loan.