<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period ended June 30, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition per to
-------- --------
Commission File Number 333-28751
NEENAH FOUNDRY COMPANY
(Exact name of each registrant as it appears in its charter)
Wisconsin 39-1580331
(State or other jurisdiction of (IRS Employer ID Number)
incorporation or organization)
2121 Brooks Avenue, P.O. Box 729, Neenah, Wisconsin 54957
(Address of principal executive offices) (Zip Code)
(920) 725-7000
(Registrant's telephone number, including area code)
None
(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 periods 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 the latest practical date.
Common Stock, Class A, $100 par value-1,000 shares as of July 31, 1998
Common Stock, Class B, $100 par value-0 shares as of July 31, 1998
Page 1
<PAGE> 2
NEENAH FOUNDRY COMPANY
Form 10-Q Index
For the Quarter Ended June 30, 1998
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part 1. Financial Information
Item 1. Financial Statements
Condensed consolidated balance sheets -- June 30, 1998 and September 30, 1997 3
Condensed consolidated statements of income -- Three months ended June 30, 1998, One month
ended April 30, 1997, and Two months ended June 30, 1997; and Nine months ended 4
June 30, 1998, Seven months ended April 30, 1998, and Two months ended June 30, 1997
Condensed consolidated statements of cash flows -- Nine months ended June 30, 1998,
Seven months ended April 30, 1997, and Two months ended June 30, 1997 5
Notes to condensed consolidated financial statements -- June 30, 1998 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of 8
Operations
Part II. Other Information
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 11
Exhibit Index 12
</TABLE>
Page 2
<PAGE> 3
NEENAH FOUNDRY COMPANY
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
June 30 September 30
1998 1997(1)
----------- ------------
(Unaudited)
<S> <C> <C>
ASSET
Current assets:
Cash and cash equivalents ............................. $ 9,741 $ 20,344
Accounts receivable, net .............................. 38,333 29,932
Inventories ........................................... 26,686 19,639
Other current assets .................................. 2,936 318
Refundable income taxes ............................... 1,155 -
Deferred income taxes ................................. 1,710 1,695
--------- ----------
Total current assets ............................ 80,561 71,928
Property, plant and equipment ........................... 138,116 103,710
Less accumulated depreciation ........................... 9,820 3,131
--------- ----------
128,296 100,579
Identifiable intangible assets, net ..................... 41,951 35,277
Goodwill, net ........................................... 147,487 116,690
Other assets ............................................ 3,756 3,951
--------- ----------
$ 402,051 $ 328,425
========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ...................................... $ 14,558 $ 10,333
Income taxes payable .................................. - 4,384
Accrued liabilities ................................... 15,601 17,283
Current portion of long-term debt ..................... 77 98
--------- ----------
Total current liabilities ....................... 30,236 32,098
Long-term debt .......................................... 252,465 197,522
Postretirement benefit obligations ...................... 5,137 4,894
Deferred income taxes ................................... 54,592 44,519
Other liabilities ....................................... 2,151 2,172
--------- ----------
Total liabilities ............................... 344,581 281,205
Commitments and contingencies
STOCKHOLDERS' EQUITY:
Preferred stock, par value $100 per share --
authorized 3,000 shares, no shares
issued or outstanding ......................... - -
Common stock, par value $100 per share --
authorized 11,000 shares, issued
and outstanding 1,000 shares ................... 100 100
Additional paid in capital............................. 48,750 44,900
Retained earnings ..................................... 8,620 2,220
--------- ----------
Total stockholders' equity ...................... 57,470 47,220
--------- ----------
$ 402,051 $ 328,425
========= ==========
</TABLE>
See notes to condensed consolidated financial statements.
(1) The balance sheet as of September 30, 1997 has been derived from the
audited financial statements as of that date but does not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
Page 3
<PAGE> 4
NEENAH FOUNDRY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands)
<TABLE>
<CAPTION>
Predecessor
--------------
Three Months Two Months One Month
Ended Ended Ended
June 30, 1998 June 30, 1997 April 30, 1997
------------- ------------- --------------
(Unaudited)
<S> <C> <C> <C>
Net sales ............................... $ 70,616 $ 34,367 $ 17,276
Cost of sales ........................... 49,180 24,094 11,351
-------- -------- --------
Gross profit ............................ 21,436 10,273 5,925
Selling, general and administrative
expenses .............................. 5,051 3,095 1,752
Amortization of intangible assets........ 2,008 1,034 -
-------- -------- --------
Total operating expenses................. 7,059 4,129 1,752
-------- -------- --------
Operating income ........................ 14,377 6,144 4,173
Net interest income (expense) ........... (7,023) (3,241) 121
-------- -------- --------
Income before income taxes .............. 7,354 2,903 4,294
Provision for income taxes .............. 3,294 1,133 1,615
-------- -------- --------
Net income .............................. $ 4,060 $ 1,770 $ 2,679
======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Predecessor
-------------
Nine Months Two Months Seven Months
Ended Ended Ended
June 30, 1998 June 30, 1997 April 30, 1997
------------- ------------- --------------
(Unaudited)
<S> <C> <C> <C>
Net sales ............................... $ 160,441 $ 34,367 $ 92,962
Cost of sales ........................... 113,259 24,094 65,100
--------- -------- --------
Gross profit ............................ 47,182 10,273 27,862
Selling, general and administrative
expenses .............................. 13,023 3,095 9,999
Amortization of intangible assets........ 4,467 1,034 -
--------- -------- --------
Total operating expenses................. 17,490 4,129 9,999
--------- -------- --------
Operating income ........................ 29,692 6,144 17,863
Net interest income (expense) ........... (17,512) (3,241) 847
--------- -------- --------
Income before income taxes .............. 12,180 2,903 18,710
Provision for income taxes .............. 5,780 1,133 6,316
--------- -------- --------
Net income .............................. $ 6,400 $ 1,770 $ 12,394
========= ======== ========
</TABLE>
See notes to condensed consolidated financial statements.
Page 4
<PAGE> 5
NEENAH FOUNDRY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Predecessor
Nine Months --------------
Ended Two Months Seven Months
June 30, Ended Ended
1998 June 30, 1997 April 30, 1997
----------- ------------- --------------
(Unaudited)
<S> <C> <C> <C>
Operating activities
Net income ......................................................... $ 6,400 $ 1,770 $ 12,394
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 11,149 2,126 3,880
Amortization of deferred financing costs and premium on notes 368 - -
Deferred income taxes - - (223)
Changes in operating assets and liabilities...................... (9,936) 2,819 (21,348)
---------- ---------- ----------
Net cash provided by (used in) operating
activities ................................................ 7,981 6,715 (5,297)
Investing activities
Purchase of property, plant and equipment .......................... (4,265) (400) (1,972)
Proceeds from life insurance policy ................................ - 864 -
Acquisition of Deeter Foundry, Inc. ................................ (20,759) - -
Acquisition of Mercer Forge Corporation ............................ (47,536) - -
Other .............................................................. - - (37)
---------- ---------- ----------
Net cash provided by (used in) investing
activities. ................................................ (72,560) 464 (2,009)
Financing activities
Dividends paid ..................................................... - - (2,220)
Proceeds from long-term debt ....................................... 55,177 - 24
Payments on long-term debt ......................................... (58) (34) (40)
Debt issuance costs ................................................ (1,143) - -
Collection of notes receivable from owners ......................... - - 2,922
---------- ---------- ----------
Net cash provided by (used in) financing
activities.................................................. 53,976 (34) 686
---------- ---------- ----------
Increase (decrease) in cash and cash equivalents ................... (10,603) 7,145 (6,620)
Cash and cash equivalents at beginning of period ................... 20,344 11,546 18,166
---------- ---------- ----------
Cash and cash equivalents at end of period ......................... $ 9,741 $ 18,691 $ 11,546
========== ========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
Page 5
<PAGE> 6
NEENAH FOUNDRY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30, 1998
Note 1 -- Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-Q and Article 10
of Regulation S-X. Accordingly, they do not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal and recurring adjustments ) considered necessary for a
fair presentation have been included. Operating results for the three and nine
months ended June 30, 1998 are not necessarily indicative of the results that
may be expected for the period ending September 30, 1998 (the Company changed
its fiscal year end to September 30 effective September 30, 1997). For further
information, refer to the consolidated financial statements and footnotes
thereto included in Neenah Foundry Company's Annual Report on Form 10-K for the
period ended September 30, 1997.
Note 2 -- Inventories
The components of inventories are as follows:
<TABLE>
<CAPTION>
June 30 September 30
1998 1997
--------- ------------
(000's omitted)
<S> <C> <C>
Raw materials ............................ $ 2,021 $ 1,688
Work in process and finished goods ....... 20,928 13,379
Supplies ................................. 4,590 4,572
--------- ---------
Inventories at FIFO cost ................. 27,539 19,639
Excess of FIFO cost over LIFO cost ....... (853) --
--------- ---------
$ 26,686 $ 19,639
========= =========
</TABLE>
At September 30, 1997, inventories at LIFO approximated FIFO cost.
Note 3 -- Purchase of Deeter Foundry, Inc.
On March 30, 1998, the Company purchased Deeter Foundry, Inc. (a manufacturer
of gray iron construction castings) for $24,296 in cash and notes. The
acquisition has been accounted for using the purchase method of accounting.
The purchase price has been allocated on the basis of fair values of the
underlying assets acquired and liabilities assumed. The excess of the cost of
acquisition over the fair value of the net tangible and identifiable intangible
assets acquired has been allocated to goodwill. Had the acquisition occurred
as of October 1, 1997 or May 1, 1997, respectively, there would have been no
material proforma effect on net sales or net income for the nine months ended
June 30, 1998 or the two months ended June 30, 1997, respectively.
Page 6
<PAGE> 7
Note 4 -- Purchase of Mercer Forge Corporation
On April 3, 1998, the Company purchased Mercer Forge Corporation (a closed die
forging company serving industrial customers) for $47,536 financed through
drawings under the Tranche B term loan facility of the Company's Senior Bank
Facility. The acquisition has been accounted for using the purchase method of
accounting. The purchase price has been allocated on the basis of fair values
of the underlying assets acquired and liabilities assumed. The excess of the
cost of acquisition over the fair value of the net tangible and identifiable
intangible assets acquired has been allocated to goodwill. The pro forma
unaudited results of operations for the nine months ended June 30, 1998 and two
months ended June 30, 1997 assuming consummation of the purchase and drawings
under the Senior Bank Facility as of October 1, 1997 and May 1, 1997,
respectively, are as follows:
<TABLE>
<CAPTION>
Nine Months Two Months
Ended Ended
June 30,1998 June 30,1997
------------ ------------
(ooo's omitted)
<S> <C> <C>
Net sales $187,970 $42,367
Net income 6,645 1,430
</TABLE>
Note 5 -- Guarantor Subsidiaries
Neenah Transport, Inc.,Hartley Controls Corporation, Deeter Foundry, Inc., and
Mercer Forge Corporation ( the Guarantor Subsidiaries) are wholly-owned
subsidiaries of Neenah Foundry Company and have fully and unconditionally
guaranteed the Senior Subordinated Notes on a joint and several basis. The
Guarantor Subsidiaries comprise all of the Company's direct and indirect
subsidiaries. The separate financial statements of the Guarantor Subsidiaries
have not been included herein because management has concluded that such
financial statements would not provide additional information that is material
to investors.
The following is summarized combined financial information of the wholly owned
subsidiaries. Net sales include net sales to Neenah Foundry Company of $1,171
and $3,212 for the three and nine months ended June 30, 1998, respectively.
<TABLE>
<CAPTION>
June 30, 1998
---------------
(000's omitted)
<S> <C>
Current assets $ 25,095
Noncurrent assets 71,976
Current liabilities 10,087
Noncurrent liabilities 10,614
</TABLE>
<TABLE>
<CAPTION>
Three Months Nine Months
Ended Ended
June 30, 1998 June 30, 1998
--------------- ---------------
(000's omitted)
<S> <C> <C>
Net sales $ 20,798 $ 25,448
Gross profit 4,758 6,314
Net income 1,194 1,463
</TABLE>
Page 7
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
General
On April 30, 1997, pursuant to an Agreement and Plan of Reorganization with NC
Merger Company and NFC Castings, Inc., the stock of Neenah Corporation (the
"Predecessor Company") was acquired by NFC Castings, Inc. (the "Merger"). On
July 1, 1997, Neenah Foundry Company, which was the principal operating
subsidiary of Neenah Corporation, merged with and into Neenah Corporation and
the surviving company changed its name to Neenah Foundry Company (the
"Company").
The following discussion and analysis of the Company's financial condition and
results of operations addresses the periods both before and after the Merger.
The Merger has had a significant impact on the Company's results of operations
and financial condition. The Merger resulted in the recording of goodwill and
identifiable intangible assets totaling approximately $148.8 million. These
amounts are being amortized over their estimated useful lives, ranging from
five months to 40 years. The Merger has also resulted in a significant
increase in the Company's interest expense.
The Merger has been accounted for as a business combination and has resulted
in differences in the basis of certain assets and liabilities between the
Predecessor Company and the Company. The Company changed its fiscal year end
to September 30 from March 31 effective September 30, 1997. The following
discussions compare the results of operations of the Company for the three and
nine months ended June 30, 1998, to the combined historical results of the
operations of the Company and the Predecessor Company for the three and nine
months ended June 30, 1997.
Results of Operations (dollars in thousands)
Three Months Ended June 30, 1998 and 1997
Net sales. Net sales for the three months ended June 30, 1998 were $70,616
which are $18,973 or 36.7% higher than the pro forma quarter ended June 30,
1997. The increase in sales resulted from the acquisitions of Mercer and
Deeter in 1998.
Gross profit. Gross profit for the three months ended June 30, 1998 was $21,436,
an increase of $5,238, or 32.3%, as compared to the pro forma quarter ended
June 30, 1997. Approximately $3,200 of the increase was from the inclusion of
Mercer Forge Corporation ("Mercer") and Deeter Foundry Inc. ("Deeter")
operating results after their acquisition, with the remaining margin
improvement due to the combined effect of spreading manufacturing overhead over
a greater volume and improved efficiency in plant operations.
Selling, general and administrative expenses. Selling, general and
administrative expenses for the three months ended June 30, 1998 were $5,051,
an increase of $204, or 4.2%, as compared to the $4,847 for the pro forma
quarter ended June 30, 1997. The increase was due to the acquisitions of Mercer
and Deeter and costs incurred to upgrade computer systems for the Year 2000.
As a percentage of net sales, selling, general and administrative expenses
decreased from 9.4% for the pro forma quarter ended June 30, 1997 to 7.2% for
the three months ended June 30, 1998. The decrease in selling, general and
administrative expenses as a percentage of net sales was mainly due to the
increased sales from acquisitions, lower legal and professional fees during the
period and the reduction in compensation for senior executives who did not
remain with the Company after the Merger.
Page 8
<PAGE> 9
Amortization of intangible assets. Amortization of intangible assets was $2,008
for the three months ended June 30, 1998, an increase of $974, or 94.2%, as
compared to the $1,034 for the pro forma quarter ended June 30, 1997. The
increase is due to the recording of three months of amortization during the
period ended June 30, 1998 versus two months during the period ended June 30,
1997 due to the timing of the Merger as well as increased amortization from
goodwill and identifiable intangible assets from the Mercer and Deeter
acquisitions.
Operating income. Operating income was $14,377 for the three months ended June
30, 1998, an increase of $4,060, or 39.4%, from the pro forma quarter ended
June 30, 1997. As a percentage of net sales, operating income increased from
20.0% for the pro forma quarter ended June 30, 1997 to 20.4% for the three
months ended June 30, 1998. The increase in operating income was due to the
sales and gross profit increases as discussed above.
Net interest income (expense). Net interest expense was $7,023 for the three
months ended June 30, 1998 compared to $3,120 for the pro forma quarter ended
June 30, 1997. The increased interest expense resulted from the Company's
Senior Subordinated Notes being outstanding for three months during the period
ended June 30, 1998 and only two months during the period ended June 30, 1997
and the interest on the drawings under the Company's Senior Bank Facility to
finance the Mercer acquisition (see "Liquidity and Capital Resources" section).
Provision for income taxes. The provision for income taxes for the three
months ended June 30, 1998 is higher than the amount computed by applying the
statutory rate of approximately 40% to income before income taxes mainly due to
the amortization of goodwill which is not deductible for income tax purposes.
Nine Months Ended June 30, 1998 and 1997
Net sales. Net sales for the nine months ended June 30, 1998 were $160,441
which are $33,112 or 26.0% higher than the pro forma nine months ended June 30,
1997. Net sales of municipal castings increased by $1,699 or 3.4% due
primarily to market share gains in strategic focus areas of the Eastern and
Southwestern United States as well as a continuation of the successful
transition to a modernized product line. Net sales of industrial castings
increased by $13,621 or 18.8% due to the overall strength of the heavy duty
truck market coupled with very high demand in the agricultural business. In
addition, the acquisitions of Mercer and Deeter accounted for an increase of
$18,143 in net sales for the nine months ended June 30, 1998 compared to the
pro forma nine months ended June 30, 1997.
Gross profit. Gross profit for the nine months ended June 30, 1998 was $47,182,
an increase of $9,047, or 23.7%, as compared to the pro forma nine months ended
June 30, 1997. Approximately $3,200 of the increase was from the inclusion of
Mercer and Deeter operating results after their acquisition, with the remaining
margin improvement due to the combined effect of spreading manufacturing
overhead over a greater volume and improved efficiency in plant operations.
Selling, general and administrative expenses. Selling, general and
administrative expenses for the nine months ended June 30, 1998 were $13,023, a
decrease of $71, or .5%, as compared to the $13,094 for the pro forma nine
months ended June 30, 1997. As a percentage of net sales, selling, general and
administrative expenses decreased from 10.3% for the pro forma nine months
ended June 30, 1997 to 8.1% for the nine months ended June 30, 1998. The
decrease in selling, general and administrative expenses was mainly due to
lower legal and professional fees incurred during the period when compared to
those paid in connection with the Merger and the reduction in compensation for
senior executives who did not remain with the Company after the Merger.
Amortization of intangible assets. Amortization of intangible assets was $4,467
for the nine months ended June 30, 1998, an increase of $3,433, or 332.0%, as
compared to the $1,034 for the pro forma nine months ended June 30, 1997. The
increase is due to the recording of nine months of amortization during the
period ended June 30, 1998 versus two months during the period ended June 30,
1997 due to the timing of the Merger as well as increased amortization from
goodwill and identifiable intangible assets from the Mercer and Deeter
acquisitions.
Operating income. Operating income was $29,692 for the nine months ended June
30, 1998, an increase of $5,685, or 23.7%, from the pro forma nine months ended
June 30, 1997. As a percentage of net sales, operating income decreased from
18.9% for the pro forma nine months ended June 30, 1997 to 18.5% for the nine
months ended June 30, 1998. The decrease in operating income as a percentage of
net sales was due to the increased amortization of intangible assets as
discussed above.
Page 9
<PAGE> 10
Net interest income (expense). Net interest expense was $17,512 for the nine
months ended June 30, 1998 compared to $2,394 for the pro forma nine months
ended June 30, 1997. The increased interest expense resulted from the
Company's Senior Subordinated Notes being outstanding for nine months during
the period ended June 30, 1998 and only two months during the period ended June
30, 1997 and the interest on the drawings under the Company's Senior Bank
Facility to finance the Mercer acquisition (see "Liquidity and Capital
Resources" section).
Provision for income taxes. The provision for income taxes for the nine months
ended June 30, 1998 is higher than the amount computed by applying the
statutory rate of approximately 40% to income before income taxes mainly due to
the amortization of goodwill which is not deductible for income tax purposes.
Liquidity and Capital Resources (dollars in thousands)
In connection with the Merger, the Company issued $150.0 million principal
amount of 11-1/8% Senior Subordinated Notes due 2007 (the "Senior Subordinated
Notes") and entered into a credit agreement providing for term loans of $45.0
million and a revolving credit facility of up to $50.0 million, as amended (the
"Senior Bank Facility"). On July 1, 1997, the Company issued an additional
$45.0 million principal amount of Senior Subordinated Notes and used the
proceeds of $47.6 million to pay the term loans, the accrued interest thereon
and related fees and expenses. In March, 1998, the Company amended the Senior
Bank Facility, providing for term loans of $75.0 million and a revolving credit
facility of up to $50.0 million. Of the total term loan facility of $75.0
million, $55.0 million was used for the acquisition of Mercer and $20.0 million
is available for future acquisitions occurring prior to October 3, 1998 in
accordance with the terms of the Senior Bank Facility.
The Company's liquidity needs will arise primarily from debt service on the
above indebtedness, working capital needs and funding of capital expenditures
and additional acquisitions. Borrowings under the revolving credit facility
bear interest at variable interest rates. The Senior Bank Facility imposes
restrictions on the Company's ability to make capital expenditures and both the
Senior Bank Facility and the indentures governing the Senior Subordinated Notes
limit the Company's ability to incur additional indebtedness. The covenants
contained in the Senior Bank Facility also, among other things, restrict the
ability of the Company and its subsidiaries to dispose of assets, incur
guarantee obligations, prepay the Senior Subordinated Notes or amend the
indentures, pay dividends, create liens on assets, enter into sale and
leaseback transactions, make investments, loans or advances, make acquisitions,
engage in mergers or consolidations, change the business conducted by the
Company, make capital expenditures or engage in certain transactions with
affiliates, and otherwise restrict corporate activities.
For the nine months ended June 30, 1998 and June 30, 1997, capital expenditures
were $4,265 and $2,372, respectively. The $1,893 increase in capital
expenditures was primarily the result of planned enhancements to certain
equipment in the manufacturing area, including expenditures at Mercer and
Deeter, which were acquired in 1998.
The Company's principal source of cash to fund its liquidity needs will be net
cash from operating activities and borrowings under its revolving credit
facility. Net cash from operating activities for the nine months ended June 30,
1998 was $7,981, an increase of $6,563 from $1,418 for the pro forma nine
months ended June 30, 1997. The increase in net cash from operating activities
was primarily the result of increased cash flow from Mercer and Deeter and
improved control of inventory and accounts receivable balances.
The Company believes that cash generated from operations and existing revolving
lines of credit under the Senior Bank Facility will be sufficient to meet its
normal operating requirements, including working capital needs and interest
payments on the Company's outstanding indebtedness.
Page 10
<PAGE> 11
NEENAH FOUNDRY COMPANY
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None.
Item 2. CHANGES IN SECURITIES
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Item 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
The Company filed two reports on Form 8-K during the quarter ended June
30, 1998. The first report, dated April 14, 1998, disclosed that the Company
had acquired Deeter Foundry, Inc. and Mercer Forge Corporation. The second
report, a Form 8-K/A dated June 12, 1998, provided the required historical
and pro forma financial information related to the acquisition of Mercer
Forge Corporation.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NEENAH FOUNDRY COMPANY
DATE: August 14, 1998 /s/ Gary LaChey
----------------------------------
Gary LaChey
Vice President-Finance, Secretary & Treasurer
(Principal Financial Officer and Duly
Authorized Office
EXHIBITS
Page 11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF NEENAH FOUNDRY COMPANY AS OF AND
FOR THE NINE MONTHS ENDED JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> JUN-30-1998
<CASH> 9,741
<SECURITIES> 0
<RECEIVABLES> 38,826
<ALLOWANCES> 493
<INVENTORY> 26,686
<CURRENT-ASSETS> 80,561
<PP&E> 138,116
<DEPRECIATION> 9,820
<TOTAL-ASSETS> 402,051
<CURRENT-LIABILITIES> 30,236
<BONDS> 252,465
0
0
<COMMON> 100
<OTHER-SE> 57,370
<TOTAL-LIABILITY-AND-EQUITY> 402,051
<SALES> 160,441
<TOTAL-REVENUES> 160,441
<CGS> 113,259
<TOTAL-COSTS> 113,259
<OTHER-EXPENSES> 17,490
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 17,512
<INCOME-PRETAX> 12,180
<INCOME-TAX> 5,780
<INCOME-CONTINUING> 6,400
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,400
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
