<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 December 31, 1998
OR
() TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------- ---------------
Commission File Number 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 January 31, 1999
Common Stock, Class B, $100 par value- 0 shares as of January 31, 1999
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NEENAH FOUNDRY COMPANY
Form 10-Q Index
For the Quarter Ended December 31, 1998
<TABLE>
<CAPTION>
Page
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<S> <C>
Part 1. Financial Information
Item 1. Financial Statements
Condensed consolidated balance sheets -- December 31, 1998 and September 30, 1998 3
Condensed consolidated statements of income -- Three months ended December 31, 1998 and
Three months ended December 31, 1997 4
Condensed consolidated statements of cash flows -- Three months ended December 31, 1998 and
Three months ended December 31, 1997 5
Notes to condensed consolidated financial statements -- December 31, 1998 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of 8
Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
Part II. Other Information
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 12
Exhibit Index 13
</TABLE>
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NEENAH FOUNDRY COMPANY
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
December 31 September 30
1998 1998(1)
----------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ............................. $ 34,683 $ 19,798
Accounts receivable, net .............................. 60,811 71,655
Inventories ........................................... 60,391 40,841
Refundable income taxes ............................... - 375
Deferred income taxes ................................. 4,635 4,888
Other current assets .................................. 6,559 5,060
----------- ------------
Total current assets ............... 167,079 142,617
Property, plant and equipment ........................... 220,637 198,671
Less accumulated depreciation ........................... 23,546 18,134
----------- ------------
197,091 180,537
Identifiable intangible assets, net ..................... 70,192 69,904
Goodwill, net ........................................... 198,127 184,181
Other assets ............................................ 7,421 7,070
----------- ------------
$ 639,910 $ 584,309
=========== ============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable ...................................... $ 30,617 $ 29,920
Income taxes payable .................................. 981 -
Accrued liabilities ................................... 24,495 30,326
Current portion of long-term debt ..................... 4,232 4,185
----------- ------------
Total current liabilities .......... 60,325 64,431
Long-term debt .......................................... 428,039 367,686
Postretirement benefit obligations ...................... 5,307 5,220
Deferred income taxes ................................... 67,758 68,069
Other liabilities ....................................... 10,918 10,981
----------- ------------
Total liabilities .................. 572,347 516,387
Commitments and contingencies
STOCKHOLDER'S 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 ............................ 55,167 55,167
Retained earnings ..................................... 13,866 14,225
Pension liability adjustment .......................... (1,570) (1,570)
----------- ------------
Total stockholder's equity ......... 67,563 67,922
----------- ------------
$ 639,910 $ 584,309
=========== ============
</TABLE>
See notes to condensed consolidated financial statements.
(1) The balance sheet as of September 30, 1998 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.
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NEENAH FOUNDRY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands)
<TABLE>
<CAPTION>
(Restated)
Three Months Three Months
Ended Ended
December 31, December 31,
1998 1997
------------ ------------
(Unaudited)
<S> <C> <C>
Net sales ...................................... $ 115,264 $ 57,988
Cost of sales .................................. 93,492 42,713
------------ ------------
Gross profit ................................... 21,772 15,275
Selling, general and administrative expenses.... 8,260 4,898
Amortization of intangible assets .............. 3,415 1,412
------------ ------------
Total operating expenses ....................... 11,675 6,310
------------ ------------
Operating income ............................... 10,097 8,965
Net interest expense ........................... (9,907) (5,840)
------------ ------------
Income before income taxes ..................... 190 3,125
Provision for income taxes ..................... 549 1,509
------------ ------------
Net income (loss) .............................. $ (359) $ 1,616
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
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NEENAH FOUNDRY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
(Restated)
Three Months Three Months
Ended Ended
December 31, December 31,
1998 1997
------------ ------------
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) .............................................. $ (359) $ 1,616
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization ............................... 8,826 3,801
Amortization of deferred financing costs and premium on notes 269 126
Changes in operating assets and liabilities ................. (1,956) (3,070)
------------ ------------
Net cash provided by operating
activities ............................................. 6,780 2,473
INVESTING ACTIVITIES
Purchase of property, plant and equipment ...................... (6,856) (1,612)
Acquisition of Cast Alloys, Inc., net of cash acquired of $489 (42,484) -
------------ ------------
Net cash used in investing
activities ............................................. (49,340) (1,612)
FINANCING ACTIVITIES
Proceeds from long-term debt ................................... 90,864 1,172
Payments on long-term debt ..................................... (30,338) (385)
Debt issuance costs ............................................ (3,081) -
------------ ------------
Net cash provided by financing
activities ............................................. 57,445 787
------------ ------------
Increase in cash and cash equivalents .......................... 14,885 1,648
Cash and cash equivalents at beginning of period ............... 19,798 20,346
------------ ------------
Cash and cash equivalents at end of period ..................... $ 34,683 $ 21,994
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
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NEENAH FOUNDRY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
December 31, 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 months ended
December 31, 1998 are not necessarily indicative of the results that may be
expected for the year ending September 30, 1999. 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 year ended September
30, 1998. On September 8, 1998, the capital stock of Advanced Cast Products,
Inc. (ACP), was contributed to the Company by ACP Holding Company. ACP is a
manufacturer of ductile and malleable iron castings. The acquisition of ACP was
accounted for in a manner similar to a pooling of interests because the Company
and ACP were under common control. Accordingly, the prior period financial
statements of the Company for the period during which the Company and ACP were
under common ownership have been restated.
NOTE 2 -- INVENTORIES
The components of inventories are as follows:
<TABLE>
<CAPTION>
December 31 September 30
1998 1998
----------- ------------
(000's omitted)
<S> <C> <C>
Raw materials ......................... $ 8,388 $ 4,550
Work in process and finished goods..... 40,095 28,141
Supplies .............................. 11,908 8,150
----------- ------------
$ 60,391 $ 40,841
=========== ============
</TABLE>
If the FIFO method of inventory valuation had been used on all components,
inventories would have been approximately $742 and $499 higher than reported at
December 31, 1998 and September 30, 1998, respectively.
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NOTE 3 -- ACQUISITIONS
On March 30, 1998, the Company purchased Deeter Foundry, Inc. (Deeter), a
manufacturer of gray iron castings, for $20,759 in cash (including direct costs
of $313) and a $3,850 note issued by ACP Holding Company payable to the selling
shareholders of Deeter which has been accounted for as a contribution to the
capital of the Company.
On April 3, 1998, the Company purchased Mercer Forge Corporation (Mercer), a
manufacturer of forged components, for $47,420 (including direct costs of $525
and net of $154 of acquired cash). The acquisition of Mercer was financed
through borrowings under the Tranche B term loan.
On September 8, 1998, the Company purchased Dalton Corporation (Dalton), a
manufacturer of gray iron castings, for $100,930 (including direct costs of $601
and net of $1,679 of acquired cash). The acquisition of Dalton was financed
through drawings under the Tranche B term loan and the Acquisition Loan
Facility.
On December 31, 1998, the Company purchased Niemin Porter & Co. d/b/a Cast
Alloys, Inc. (Cast Alloys), a manufacturer of investment-cast titanium and
stainless steel golf club heads, for $42,484 in cash (including direct costs of
$1,001 and net of $489 of acquired cash). The acquisition of Cast Alloys was
financed out of a portion of the proceeds of the issuance of the Company's
11 1/8% Senior Subordinated Notes due 2007 issued on November 24, 1998. Had the
acquisition occurred as of October 1, 1998, there would have been no material
proforma effect on net sales or net income for the three months ended December
31, 1998.
The acquisitions of Deeter, Mercer, Dalton and Cast Alloys (the "Recently
Acquired Subsidiaries" have been accounted for using the purchase method of
accounting and, accordingly, the purchase price has been allocated on the basis
of fair values to the underlying assets acquired and liabilities assumed. The
allocation of the purchase price paid for Cast Alloys was based on preliminary
estimates of fair values and will be revised when final amounts of fair values
are determined. 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 operating results of Deeter, Mercer, Dalton and Cast Alloys are
included in the consolidated statements of income since the date of their
respective acquisition.
NOTE 4 -- GUARANTOR SUBSIDIARIES
Neenah Transport, Inc., Hartley Controls Corporation, Deeter Foundry, Inc.,
Mercer Forge Corporation (and its subsidiary A&M Specialties, Inc.), Dalton
Corporation (and its subsidiaries Dalton Corporation, Warsaw Manufacturing
Facility, Dalton Corporation, Kendallville Manufacturing Facility, Dalton
Corporation, Ashland Manufacturing Facility, and Dalton Corporation, Stryker
Machining Facility, Inc.), Advanced Cast Products, Inc. (and its subsidiaries
Belcher Corporation and Peerless Corporation) and Niemin Porter & Co. (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 domestic 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.
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The following is summarized combined financial information of the Guarantor
Subsidiaries. Net sales include net sales to Neenah Foundry Company of $1,504
for the three months ended December 31, 1998.
<TABLE>
<CAPTION>
December 31, 1998
-----------------
(000's omitted)
<S> <C>
Current assets $ 93,266
Noncurrent assets 222,936
Current liabilities 39,471
Noncurrent liabilities 72,085
<CAPTION>
Three Months
Ended
December 31, 1998
-----------------
(000's omitted)
Net sales $ 74,071
Gross profit 9,078
Net loss (1,127)
</TABLE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
Certain matters discussed in this Management's Discussion and Analysis of
Financial Condition and Results of Operations and other sections of this annual
report are "forward-looking statements" intended to qualify for the safe harbors
from liability established by the Private Securities Litigation Reform Act of
1995. These forward-looking statements can generally be identified as such
because the context of the statement will include words such as the Company
"believes," "anticipates," "expects" or words of similar import. Similarly,
statements that describe the Company's future plans, objectives or goals are
also forward-looking statements. Such forward-looking statements are subject to
certain risks and uncertainties which are described in close proximity to such
statements and which may cause actual results to differ materially from those
currently anticipated. The forward-looking statements made herein are made only
as of the date of this report and the Company undertakes no obligation to
publicly update such forward-looking statements to reflect subsequent events or
circumstances.
The following discussions compare the results of operations of the Company for
the three months ended December 31, 1998, to the results of the operations of
the Company for the three months ended December 31, 1997.
RESULTS OF OPERATIONS (dollars in thousands)
Three Months Ended December 31, 1998 and 1997
Net sales. Net sales for the three months ended December 31, 1998 were $115,264
which are $57,276 or 98.8% higher than the quarter ended December 31, 1997. The
increase in net sales resulted from the inclusion of the operating results of
the Recently Acquired Subsidiaries after their acquisition.
Gross profit. Gross profit for the three months ended December 31, 1998 was
$21,772, an increase of $6,497, or 42.5%, as compared to the quarter ended
December 31, 1997. The increase in gross profit resulted from the inclusion of
the operating results of the Recently Acquired Subsidiaries after their
acquisition. Gross profit as a percentage of net sales decreased to 18.9% for
the three months ended December 31, 1998 from 26.3% for the quarter ended
December 31, 1997. The decline in gross profit percentage is attributable to a
greater percentage of sales of lower margin industrial products in the three
months ended December 31, 1998 as compared to the three months ended December
31, 1997.
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Selling, general and administrative expenses. Selling, general and
administrative expenses for the three months ended December 31, 1998 were
$8,260, an increase of $3,362, or 68.6%, as compared to the $4,898 for the
quarter ended December 31, 1997. Approximately $2,800 of the increase was due to
the inclusion of the operating results of the Recently Acquired Subsidiaries and
the remainder of the increase was due to professional and other expenses related
to completed and potential acquisitions. As a percentage of net sales, selling,
general and administrative expenses decreased from 8.4% for the quarter ended
December 31, 1997 to 7.2% for the three months ended December 31, 1998. The
decrease in selling, general and administrative expenses as a percentage of net
sales was mainly due to expenses being spread over a larger revenue base with
the inclusion of the Recently Acquired Subsidiaries.
Amortization of intangible assets. Amortization of intangible assets was $3,415
for the three months ended December 31, 1998, an increase of $2,003, or 141.9%,
as compared to the $1,412 for the quarter ended December 31, 1997. The increase
is due to the increased amortization of goodwill and identifiable intangible
assets from the Recently Acquired Subsidiaries.
Operating income. Operating income was $10,097 for the three months ended
December 31, 1998, an increase of $1,132, or 12.6%, from the quarter ended
December 31, 1997. The improvement in operating income was achieved for the
reasons discussed above under gross profit. As a percentage of net sales,
operating income decreased from 15.5% for the quarter ended December 31, 1997 to
8.8% for the three months ended December 31, 1998. The decrease in operating
income percentage was due to the factors discussed above under gross profit, as
well as increased amortization of intangible assets.
Net interest expense. Net interest expense was $9,907 for the three months ended
December 31, 1998 compared to $5,840 for the quarter ended December 31, 1997.
The increased interest expense resulted from the interest on the drawings under
the Company's Senior Bank Facilities and the Senior Subordinated Notes used to
finance the purchase of the Recently Acquired Subsidiaries.
Provision for income taxes. The provision for income taxes for the three months
ended December 31, 1998 and 1997 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)
On April 30, 1997, 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" or "Credit Agreement"). 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. On April 3, 1998, in connection with the
acquisition of Mercer, the Company amended the Credit Agreement to provide
availability of $75.0 million of term loans to the Company (consisting of $20.0
million of Tranche A Loans and $55.0 million of Tranche B Loans) in addition to
the Company's existing $50.0 million Revolving Credit Facility. On September 8,
1998, in connection with the acquisition of Dalton and the contribution of the
capital stock of ACP, the Company amended and restated the Credit Agreement to
provide for additional Tranche B Loans in an aggregate principal amount of $70.0
million and an Acquisition Loan Facility in aggregate principal amount
outstanding at any one time not to exceed $50.0 million. On November 24, 1998,
the Company sold $87.0 million principal amount of Senior Subordinated Notes,
using a portion of the proceeds to finance the acquisition of Cast Alloys and
$29 million of the proceeds to pay down borrowings under the Acquisition Loan
Facility. The remaining proceeds are to be used for general corporate purposes.
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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 Senior Bank Facilities 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 three months ended December 31, 1998 and December 31, 1997, capital
expenditures were $6,856 and $1,612, respectively. The $5,244 increase in
capital expenditures was primarily the result of planned enhancements to certain
equipment in the manufacturing area, including significant expenditures at ACP
and Deeter, which were acquired in fiscal 1998.
The Company's principal source of cash to fund its liquidity needs will be net
cash from operating activities and borrowings under its Senior Bank Facilities.
Net cash from operating activities for the three months ended December 31, 1998
was $6,780, an increase of $4,307 from $2,473 for the three months ended
December 31, 1997. The increase in net cash from operating activities was
primarily the result of increased cash flow from the Recently Acquired
Subsidiaries 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 Facilities will be sufficient to meet its
normal operating requirements, including working capital needs and interest
payments on the Company's outstanding indebtedness.
YEAR 2000
The Company and its subsidiaries have conducted an evaluation of the actions
necessary in order to ensure that their computer systems will be able to
function without disruption with respect to the application of dating systems in
the Year 2000. As a result of this evaluation, each company within the
consolidated entity is engaged in the process of upgrading, replacing and
testing certain of its information and other computer systems in order to
operate without disruption due to Year 2000 issues. The Company's remedial
actions are scheduled to be completed during the first quarter of 1999 and those
of its subsidiaries are anticipated to be completed prior to the third quarter
of 1999. The Company will utilize both internal and external resources to
reprogram, or replace, test and implement the software and operating equipment
for Year 2000 modifications. The total cost of the Year 2000 project is
estimated at $560,000 and is being funded through operating cash flows. Through
December 31, 1998, the Company has incurred approximately $433,000 related to
all phases of the Year 2000 project. All costs relate to repair of hardware and
software and are being expensed as incurred. The subsidiaries are using mainly
internal resources to complete their Year 2000 projects and their costs are not
expected to be material to their operations and financial position and are being
expensed as incurred.
Although there can be no assurance that the remedial actions being implemented
by the Company and its subsidiaries will address every issue relating to the
Year 2000 issue, the Company believes it is unlikely that any disruptions
resulting from the Year 2000 issue would have a significant impact on its
overall operations. In addition to its investigations of its own systems, the
Company has begun assessing the Year 2000 readiness of its important vendors and
customers. Management believes that all of its important critical vendors and
customers either have or will have addressed any problems associated with the
Year 2000 issue such that there will be no significant deterioration in future
business dealings due to this issue.
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As noted above, the Company has not yet completed all necessary phases of the
Year 2000 program. In the event that the Company does not complete any
additional phases, the Company might be unable to take customer orders, ship
products, invoice customers or collect payments. In addition, disruptions in the
economy generally resulting from Year 2000 issues could also materially
adversely affect the Company. The Company could be subject to litigation for
computer systems product failure, for example, equipment shutdown or failure to
properly date business records. The amount of potential liability and lost
revenue cannot be reasonably estimated at this time.
The Company currently has no formal contingency plans in place in the event it
does not complete all phases of the Year 2000 program. The Company plans to
evaluate the status of completion during the second quarter of 1999 and
determine whether such a plan is necessary.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk related to changes in interest rates. The
Company does not use derivative financial instruments for speculative or trading
purposes.
Interest Rate Sensitivity. The Company's earnings are affected by changes
in short-term interest rates as a result of its borrowings under the Senior Bank
Facilities. If market interest rates for such borrowings average 1% more during
the remainder of the fiscal year ended September 30, 1999 than they did during
the quarter ended December 31, 1998, the Company's interest expense would
increase, and income before income taxes would decrease by approximately $1.1
million. This analysis does not consider the effects of the reduced level of
overall economic activity that could exist in such an environment. Further, in
the event of a change of such magnitude, management could take actions to
further mitigate its exposure to the change. However, due to the uncertainty of
the specific actions that would be taken and their possible effects, the
sensitivity analysis assumes no changes in the Company's financial structure.
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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 four reports on Form 8-K during the quarter ended
December 31, 1998. The first report, a Form 8-K/A dated November 5, 1998,
amended the pro forma financial information previously filed related to
the acquisition of Mercer Forge Corporation. The remaining three reports,
which were all on Form 8-K/A and dated November 6, 1998, November 19,
1998 and November 20, 1998, provided and amended the required historical
and pro forma financial information related to the acquisition of Dalton
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: February 11, 1999 /s/ Gary LaChey
-----------------------------------------------
Gary LaChey
Vice President-Finance, Secretary & Treasurer
(Principal Financial Officer and Duly
Authorized Officer)
Page 12
<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
THREE MONTHS ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 34,683
<SECURITIES> 0
<RECEIVABLES> 61,630
<ALLOWANCES> 819
<INVENTORY> 60,391
<CURRENT-ASSETS> 167,079
<PP&E> 220,637
<DEPRECIATION> 23,546
<TOTAL-ASSETS> 639,910
<CURRENT-LIABILITIES> 60,325
<BONDS> 428,039
0
0
<COMMON> 100
<OTHER-SE> 67,463
<TOTAL-LIABILITY-AND-EQUITY> 639,910
<SALES> 115,264
<TOTAL-REVENUES> 115,264
<CGS> 93,492
<TOTAL-COSTS> 93,492
<OTHER-EXPENSES> 11,675
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,907
<INCOME-PRETAX> 190
<INCOME-TAX> 549
<INCOME-CONTINUING> (359)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (359)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
