<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________________
FORM 10-Q
(Mark one)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 2-23666
CASCADE CORPORATION
AN OREGON CORPORATION
I.R.S. Employer Identification Number 93-0136592
2201 N.E. 201st Avenue
Fairview, Oregon 97024
(503) 669-6300
- --------------------------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. YES X NO ____
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: common shares
outstanding 11,831,704, net of treasury shares.
<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
(unaudited - in thousands, except share data)
<TABLE>
<CAPTION>
Three months ended Six months ended
July 31 July 31
------------------------ -------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales $ 90,340 $ 54,805 $ 175,065 $ 111,815
---------- ---------- ---------- ----------
Costs and expenses:
Cost of goods sold, excluding depreciation 62,445 35,765 120,685 73,110
Depreciation 4,870 2,590 10,025 5,275
Selling and administrative expenses 15,300 9,850 30,710 19,765
Environmental insurance settlement, net (9,250) (9,250)
---------- ---------- ---------- ----------
73,365 48,205 152,170 98,150
---------- ---------- ---------- ----------
Operating income 16,975 6,600 22,895 13,665
Interest expense 2,960 200 4,475 410
Interest income (120) (235) (250) (470)
Other expense (income), net (520) 255 (380) 615
---------- ---------- ---------- ----------
Income before taxes 14,655 6,380 19,050 13,110
Income taxes 4,950 2,045 6,445 4,385
---------- ---------- ---------- ----------
Net income 9,705 4,335 12,605 8,725
Retained earnings, beginning of period 96,119 88,402 94,561 85,083
Stock repurchase (1,005) (1,290) (1,005) (1,290)
Cash dividends (1,333) (1,059) (2,675) (2,130)
---------- ---------- ---------- ----------
Retained earnings, end of period $ 103,486 $ 90,388 $ 103,486 $ 90,388
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Net income per share $ 0.73 $ 0.37 $ 0.96 $ 0.74
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Dividends per share $ 0.10 $ 0.09 $ 0.20 $ 0.18
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Weighted average shares outstanding 13,290,400 11,815,834 13,074,853 11,855,825
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of this statement.
<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
PART 1
CONSOLIDATED BALANCE SHEET Fiscal
(in thousands, except share data) Year ended
July 31 January 31
1997 1997
----------- -----------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 16,841 $ 15,642
Accounts receivable, less allowance
for doubtful accounts of $595 and $227 60,270 43,469
Inventories, at average cost
which is lower than market:
Finished goods and components 39,089 26,701
Goods in process 1,714 4,634
Raw materials 11,167 4,667
--------- ---------
51,970 36,002
Deferred income taxes 357 1,496
Insurance settlement receivable 9,750
Prepaid expenses 1,855 2,020
--------- ---------
Total current assets 141,043 98,629
Property, plant and equipment, at cost less
accumulated depreciation 106,983 81,393
Deferred income taxes 2,162 1,139
Goodwill and other assets 97,770 18,332
--------- ---------
Total assets $ 347,958 $ 199,493
--------- ---------
--------- ---------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable to banks $ 111,680 $ 29,846
Current portion of long-term debt 2,789 2,264
Accounts payable 27,350 21,373
Accrued payroll and payroll taxes 5,646 4,222
Other accrued expenses 11,767 8,174
--------- ---------
Total current liabilities 159,232 65,879
Long-term debt 43,132 12,810
Deferred income taxes 5,006 5,151
Accrued environmental expenditures 8,925 8,913
Other liabilities 3,305 3,033
--------- ---------
Total liabilities 219,600 95,786
--------- ---------
Mandatorily redeemable convertible preferred
stock, no par value, 330,000 shares issued 4,950 4,950
--------- ---------
Shareholders' equity:
Exchangeable preferred stock, no par value,
1,100,000 shares authorized, issued and
outstanding 15,640
Common stock, $.50 par value, authorized
20,000,000, shares issued 11,988,208 and
12,048,208 5,994 6,024
Additional paid-in capital 2,246
Retained earnings 104,491 94,561
Cumulative foreign currency
translation adjustments (4,682) (1,142)
Treasury stock, at cost
(156,504 and 381,504 shares) (281) (686)
--------- ---------
Total shareholders' equity 123,408 98,757
--------- ---------
Total liabilities and
shareholders' equity $ 347,958 $ 199,493
--------- ---------
--------- ---------
*For the six months ended July 31, 1997, the cumulative translation adjustment
account reflects a charge of $3,540 resulting from currency translation
adjustments.
The accompanying notes to consolidated financial statements are an integral part
of this statement.
<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited - in thousands) Six months ended
July 31
--------------------------
1997 1996
--------- ---------
Cash flows from operating activities:
Net income $ 12,605 $ 8,725
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 10,025 5,275
Deferred income taxes (1,323) 4
Changes in operating assets and liabilities:
Accounts receivable 806 4,482
Inventories (2,630) (1,542)
Insurance settlement receivable (9,750)
Prepaid expenses 579 (121)
Account payable and accrued expenses (3,644) (11,186)
Other liabilities (2,282) 64
--------- ---------
Net cash provided by operating activities 4,386 5,701
--------- ---------
Cash flows from investing activities:
Acquisition of property, plant and equipment (11,125) (8,187)
Business acquisitions (64,943)
Other assets (1,193) 52
--------- ---------
Net cash used in investing activities (77,261) (8,135)
--------- ---------
Cash flows from financing activities:
Long-term debt, including current portion (839) (1,083)
Notes payable to banks 78,223 1,904
Stock repurchase (1,035) (1,920)
Cash dividends (2,675) (2,130)
--------- ---------
Net cash provided by (used in) financing
activities 73,674 (3,229)
--------- ---------
Effect of exchange rate changes 400 158
--------- ---------
Increase (decrease) in cash and cash equivalents 1,199 (5,505)
Cash and cash equivalents at beginning of year 15,642 23,326
--------- ---------
Cash and cash equivalents at end of period $ 16,841 $ 17,821
--------- ---------
--------- ---------
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 2,646 $ 400
Income taxes $ 5,603 $ 5,270
The accompanying notes to consolidated financial statements are an integral part
of this statement.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Consolidated net sales for the three months ended July 31, 1997 totaled
$90,340,000, an increase of 64.8% compared to sales of $54,805,000 recorded in
the second quarter of 1996. Net income for the second quarter of 1997 was
$9,705,000 ($.73 per share) or 123.9% higher than net income of $4,335,000 ($.37
per share) for the corresponding 1996 period. Expressed as a return on sales,
net income for the second three months of 1997 was 4.0% before the insurance
settlement described below. Earnings for the quarter include the effect of a
$9,750,000 settlement of claims against certain insurance companies in
connection with environmental matters ($6,105,000, or $.46 per share after
taxes, adjusted for accrued expenses related to litigation). Litigation is
continuing as to other insurers. The quarter results were also affected by
consolidation of several recent acquisitions.
Consolidated net sales for the first six months of 1997 totaled $175,065,000, an
increase of 56.6% compared to sales of $111,815,000 recorded in the first half
of 1996. Net income for the first six months of 1997 was $12,605,000 ($.96 per
share) or 44.5% higher than net income of $8,725,000 ($.74 per share) for the
corresponding 1996 period. Expressed as a return on sales, net income for the
first half of 1997 was 7.2% (3.7% before the insurance settlement).
Sales of lift truck attachments in Europe and North America for the first two
quarters increased by 39.9% and 4.7%, respectively, compared with the previous
year. Fork sales are up slightly and tire revenues are up 13.0% from the
previous quarter. Global trends in the second quarter continue to improve and
are better than 1996. North American industry orders have continued the
improvement which started in late 1996 and this high level of activity is being
reflected in increased orders for Cascade attachments, Kenhar forks and ITL
tires.
Both our attachment and fork business in Europe have shown excellent improvement
during the quarter. Attachment sales are up from 12% to 45% in our European
branches as compared to last year and we are very pleased with the additional
market share this represents. Kenhar's European fork operations continue to
operate at high levels and during the quarter we acquired the fork manufacturing
assets of Sidergarda Mollificio Bresciano Srl. of Brescia, Italy. These assets
were redeployed to our fork plants in Italy and Manchester, UK and will provide
additional capacity to handle our growing fork business in Europe.
<PAGE>
We are pleased to report that during the quarter we purchased the Hebei Fork
Manufacturing Co. of Hebei Province, Peoples Republic of China. Hebei is the
leading manufacturer of forks in China, and this represents our second
production facility in the Peoples Republic. Our Xiamen attachment plant
continues to make impressive strides and we expect to export product from this
plant in the third quarter.
Unfortunately our Australian subsidiary, Hyco-Cascade, has not yet turned the
corner and we are taking additional steps to return it to profitability before
year's end. Planned introduction of tires and battery products into Australia
ran behind schedule, and production levels in our factories in Brisbane and
Melbourne have taken longer to get up to speed than was planned.
During both the second quarter and the year to date the U.S. dollar strengthened
against the major foreign currencies affecting our financial consolidations. As
a result, the adjustment for currency translation in our financial statements
reflects a charge to shareholders' equity of $872,000 ($.07 per share) for the
current quarter and a charge of $3,540,000 ($.27 per share) for the six months
ended July 31, 1997.
LIQUIDITY AND CAPITAL RESOURCES
During the first six months of 1997, the Company generated $4,386,000 in cash
flows from operating activities. These cash flows were primarily provided by
net income and include the results of Kenhar Corporation and Hyco-Cascade
subsequent to their acquisition in the first quarter. Cash used by investing
activities through July 31, 1997 totaled $77,261,000 and includes $64,943,000
used to acquire these companies. Year to date cash provided by financing
activities of $73,674,000 was primarily generated from short-term bank
borrowings.
As of July 31, 1997, the Company and its subsidiaries had lines of credit
available totaling $144,764,000 ($33,084,000 of which was unused at July 31,
1997). In addition, the Company has a $5,000,000 equipment financing line of
credit, all of which was available.
Over the preceding five years, expenditures for new facilities, machinery,
equipment and tooling have totaled nearly $45,000,000. Capital expenditures of
$11,125,000 have been recorded during the first six months of this fiscal year.
This is higher than the $8,187,000 recorded during the corresponding period in
1996. Planned expenditures for 1997 total $18,500,000 and include the remaining
$3,730,000 for a major addition, renovation and consolidation of the Portland
offices. Work on this project was started during 1996 and completion is
<PAGE>
scheduled for the third quarter of 1997. This and other capital expenditures
are directed at increased productivity, quality improvements and new product
introductions. The Company plans to use cash generated from operations and
existing credit facilities to fund these expenditures.
The Company's total long and short-term debt to equity ratio was 1.28 to 1.00
and working capital deficit was $18,000,000. Included in working capital are
borrowings under short-term credit lines used for temporary financing of the
acquisitions completed during the past quarters. The Company intends to secure
long-term financing in 1997 to replace a portion of these short-term borrowings.
The Company's available cash and credit facilities are more than sufficient to
meet its short-term requirements.
<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
PART II
ITEM 1. LEGAL PROCEEDINGS
Neither the Company nor any of its subsidiaries are involved in any
material pending legal proceedings other than enviromental litigation
or litigation incidental to the regular course of business. The
company and its subsidiaries are adequately insured against product
liability, personal injury and property damage claims which may arise
occasionally.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders of the Company, held May 13,
1997, two matters were submitted to a vote of common shareholders: (a)
the election of directors; and (b) an amendment to the Company's
Articles of Incorporation permitting issuance of a special voting
share to give the holder of exchangeable shares issued by a subsidiary
of the Company the right, through a trustee, to a number of votes upon
matters presented to shareholders of the Company equal to the number
of such exchangeable shares outstanding. The exchangeable shares were
issued in connection with the acquisition of Kenhar Corporation.
Shareholders votes were are follows:
Election of Directors
Nominee For Votes Withheld
----------------------------------------------------------
J.J. Barclay 10,383,350 355,214
R.C. Hire 10,380,928 357,363
W.J. Harrison 10,382,550 356,014
E. Hoffman 10,376,478 362,086
C.C. Knudsen 10,398,528 340,036
N.R. Lardy 10,395,500 343,064
L.S. Maunder 10,376,828 361,736
J.S. Osterman 10,394,900 343,664
J.B. Schwartz 10,377,850 360,714
R.C. Warren Jr. 10,382,550 356,014
N. Willgenbusch 10,398,751 339,813
Amendment to Articles of Incorporation
For Against Abstain
------------------------------------------------------------
8,065,664 649,963 63,012
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K
None
<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
NOTE 1 - ACQUISITIONS
The consolidated financial statements for the six months ended July 31, 1997
reflect the acquisition of Kenhar Corporation (Kenhar) and Hyco-Cascade Pty.
Ltd. (Hyco) by the Company. The aggregate purchase price for the Kenhar
acquisition was approximately $71.9 million and includes $55.9 million in
borrowings and approximately $15.6 million in preference shares exchangeable
share for share into Cascade Corporation common stock. The aggregate Hyco
acquisition cost was approximately $12.6 million which consisted of $1.2
million, $3.6 million and $7.8 million in cash, stock and debt. As part of the
Hyco acquisition agreement, if certain of Hyco's sales reach specified targets
over each of the next two years additional consideration totalling $1.5 million
will be paid.
The borrowings used in the acquisitions were funded using a short-term line of
credit. The Company intends to secure long-term financing during 1997 to
replace a portion of these short-term borrowings.
NOTE 2 - PRO FORMA INFORMATION
In accordance with APB 16, the following unaudited pro forma information is
provided. The total revenues include the consolidated revenues of the Company
as reported and the net revenues of the acquired business as if they had been
acquired as of the beginning of the period. The acquired businesses include
Kenhar, Hyco, Industrial Tire Limited, White Systems International Pty. Ltd. and
EML Industry AB. The revenues have not been adjusted to consider any benefit
that may have occurred from the combination of the operations. The pro forma
net income and net income per share have been adjusted to include the additional
costs of depreciation, goodwill amortization and interest expense based on the
actual purchase price and related borrowings. Expenses have not been reduced to
reflect any operational efficiencies that may have resulted from the combination
of the entities. The unaudited pro forma information is not necessarily
indicative of what actual results would have been had the acquisitions been
completed by the Company at the beginning of the periods.
SIX MONTHS ENDED JULY 31
1997 1996
(Dollars in thousand except per share)
UNAUDITED
Total Revenue $182,744 $180,952
-------- --------
-------- --------
Net Income $ 7,298 $ 10,576
-------- --------
-------- --------
Net income per share $ .96 $ .57
-------- --------
-------- --------
NOTE 3 - ENVIRONMENTAL INSURANCE SETTLEMENT
Earnings for the three months ended July 31, 1997 include the effect of a
$9,750,000 settlement of claims against certain insurance companies in
connection with environmental matters ($6,105,000 or $.46 per share after taxes,
adjusted for accrued expenses related to litigation). Litigation is continuing
as to other insurers.
<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
SIGNATURES
The enclosed financial statements have not been certified by
independent accountants. However, to the best of my knowledge and belief these
financial statements have been prepared in conformity with generally accepted
accounting principles and on a basis substantially consistent with audited
financial statements included in the annual report filed with the Commission for
the preceding fiscal year.
The Company believes that all adjustments, consisting of normal
recurring adjustments, necessary for a fair statement of the results of
operations, have been included.
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.
CASCADE CORPORATION
-------------- ----------------------------
Date James P. Miller
Executive Vice President
Secretary
-------------- ----------------------------
Date Kurt Wollenberg
Treasurer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-01-1997
<PERIOD-END> JUL-31-1997
<CASH> 16,841
<SECURITIES> 0
<RECEIVABLES> 60,865
<ALLOWANCES> 595
<INVENTORY> 51,970
<CURRENT-ASSETS> 141,043
<PP&E> 188,639
<DEPRECIATION> 81,656
<TOTAL-ASSETS> 347,958
<CURRENT-LIABILITIES> 159,232
<BONDS> 43,132
4,950
15,640
<COMMON> 5,994
<OTHER-SE> 101,774
<TOTAL-LIABILITY-AND-EQUITY> 347,958
<SALES> 175,065
<TOTAL-REVENUES> 175,065
<CGS> 120,685
<TOTAL-COSTS> 152,170
<OTHER-EXPENSES> (380)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,475
<INCOME-PRETAX> 19,050
<INCOME-TAX> 6,445
<INCOME-CONTINUING> 12,605
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,605
<EPS-PRIMARY> .96
<EPS-DILUTED> .96
</TABLE>
