<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 April 30, 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
2020 S.W. 4th Avenue
Portland, Oregon 97201
(503) 227-0024
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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
11,891,704, net of treasury shares.
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CASCADE CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
(unaudited - in thousands, except share data)
Three months ended
April 30,
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1997 1996
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Net sales $ 84,725 $ 57,010
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Costs and expenses:
Cost of goods sold 58,240 37,345
Depreciation and amortization 5,155 2,685
Selling and administrative expenses 15,410 9,915
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78,805 49,945
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Operating income 5,920 7,065
Interest expense 1,515 211
Interest income (130) (236)
Other expense, net 140 360
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Income before income taxes 4,395 6,730
Income taxes 1,495 2,340
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Net income 2,900 4,390
Retained earnings, beginning of period 94,561 85,083
Cash dividends (1,342) (1,071)
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Retained earnings, end of period $ 96,119 $ 88,402
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Net income per share $ .23 $ 0.37
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Dividends per share $ 0.10 $ .09
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Weighted average shares outstanding 12,852,041 11,990,447
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The accompanying notes to consolidated financial statements are an integral part
of this statement.
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CASCADE CORPORATION AND SUBSIDIARY COMPANIES
PART 1
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CONSOLIDATED BALANCE SHEET Fiscal
(in thousands, except share data) Year ended
April 30 January 31
1997 1997
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(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 11,162 $ 15,642
Accounts receivable, less allowance
for doubtful accounts of $492 and $227 67,052 43,469
Inventories, at average cost
which is lower than market:
Finished goods and components 37,906 26,701
Goods in process 5,138 4,634
Raw materials 6,577 4,667
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49,621 36,002
Deferred income taxes 145 1,496
Prepaid expenses 1,785 2,020
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Total current assets 129,765 98,629
Property, plant and equipment, at cost less
accumulated depreciation 107,257 81,393
Deferred income taxes 1,662 1,139
Goodwill and other assets 96,690 18,332
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Total assets $ 335,374 $ 199,493
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Liabilities and Shareholders' Equity
Current liabilities:
Notes payable to banks $ 100,499 $ 29,846
Current portion of long-term debt 3,084 2,264
Accounts payable 29,732 21,373
Accrued payroll and payroll taxes 5,902 4,222
Other accrued expenses 8,970 8,174
Income taxes 1,563
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Total current liabilities 149,750 65,879
Long-term debt 43,368 12,810
Deferred income taxes 5,422 5,151
Accrued environmental expenditures 8,913 8,913
Other liabilities 6,028 3,033
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Total liabilities 213,481 95,786
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Mandatorily redeemable convertible preferred stock,
no par value, 330,000 shares issued 4,950 4,950
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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, share issued 12,048,208 6,024 6,024
Additional paid-in capital 3,251
Retained earnings 96,119 94,561
Cumulative foreign currency
translation adjustments (3,810) (1,142)
Treasury stock, at cost
(156,504 and 381,504 shares) (281) (686)
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Total shareholders' equity 116,943 98,757
Total liabilities and
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shareholders' equity $ 335,374 $ 199,493
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*For the three months ended April 30, 1997, the cumulative translation
adjustment account reflects a charge of $2,668 resulting from currency
translation adjustments.
The accompanying notes to consolidated financial statements are an integral part
of this statement.
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CASCADE CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited - in thousands) Three months ended
April 30
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1997 1996
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Cash flows from operating activities:
Net income $ 2,900 $ 4,390
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 5,155 2,685
Deferred income taxes (393) (25)
Changes in operating assets and liabilities:
Accounts receivable (6,025) 1,650
Inventories (281) (664)
Prepaid expenses 649 232
Account payable and accrued expenses (2,603) (7,711)
Income taxes 575 1,551
Other liabilities 429 34
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Cash provided by operating activities 406 2,142
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Cash flows from investing activities:
Acquisition of property, plant and equipment (6,579) (3,519)
Business Acquisitions (64,943)
Other assets 511 (75)
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Net cash used in investing activities (71,011) (3,594)
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Cash flows from financing activities:
Long-term debt, including current portion (797) (937)
Notes payable to banks 67,042 795
Cash dividends (1,342) (1,071)
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Net cash provided by (used in) financing
activities 64,903 (1,213)
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Effect of exchange rate changes 1,222 (88)
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Decrease in cash and cash equivalents (4,480) (2,753)
Cash and cash equivalents at
beginning of year 15,642 23,326
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Cash and cash equivalents at end of period $ 11,162 $ 20,573
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Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 1,349 $ 205
Income taxes $ 628 $ 821
The accompanying notes to consolidated financial statements are an integral part
of this statement.
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CASCADE CORPORATION AND SUBSIDIARY COMPANIES
PART II
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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
On March 11, 1997, 1,100,000 preference shares, which may be exchanged
share for share into Cascade Corporation common shares, were issued in
connection with the acquisition of Kenhar Corporation. On February 1,
1997, 225,000 common shares held as treasury shares were issued in
connection with the acquisition of Hyco-Cascade Pty. Ltd.
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. EXHIBIT AND REPORTS ON FORM 8-K
During the quarter ended April 30, 1997, the Company filed a current
report on Form 8-K with the Commission dated March 11, 1997, reporting
the acquisition of Kenhar Corporation and Hyco-Cascade Pty. Ltd.
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CASCADE CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ACQUISITIONS
The consolidated financial statements for the quarter ended April 30, 1997
reflects 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
acquisition cost of the Hyco acquisition 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.
QUARTER ENDED APRIL 30
1997 1996
(Dollars in thousand except per share)
UNAUDITED
Total Revenue $ 92,404 $ 93,687
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Net Income $ 3.001 $ 3,738
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Net income per share $ .23 $ .27
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Consolidated net sales for the three months ended April 30, 1997 totaled
$84,725,000, an increase of 48.6% compared to sales of $57,010,000 recorded in
the first quarter of 1996. Net income for the first quarter of 1997 was
$2,900,000 ($.23 per share) or 33.9% lower than net income of $4,390,000 ($.37
per share) for the corresponding 1996 period. Expressed as a return on sales,
net income for the first three months of 1997 was 3.4%, which represents a
decrease from last year. The quarter results were affected by consolidation of
several recent acquisitions and acquisition-related purchase accounting.
Sales of lift truck attachments in Europe and North America for the first three
months increased by 20.3% and 11.9%, respectively, compared with the previous
quarter. Global trends in the first quarter are improved from 1996. North
American industry orders have increased dramatically during the first several
months of 1997, continuing the trend from 1996's fourth quarter. While the
current high level of orders might not be sustained, this increase should be
reflected in increased orders for Cascade attachments, Kenhar forks and ITL
tires in the second and third quarters, as lift truck orders are translated into
shipments. Asian operations continue to report significant growth from prior
year levels, although first quarter results of our Australian company have been
disappointing due to delayed introduction of new products. This situation has
been corrected and Hyco-Cascade should begin to contribute to operating results
in coming quarters.
First quarter results were adversely impacted by non-recurring inventory charges
to cost of goods sold related to the acquisition of Kenhar Corporation and
Industrial Tires Limited totaling $855,500 after tax ($.07 per share). These
one-time charges arise from purchase accounting treatment of the acquisitions,
which include revaluing inventories from cost to market, resulting in lower
goodwill, but also in decreased gross profit for the first turn of inventories.
In addition, the Company incurred amortization expense totaling $724,600 after
tax ($.06 per share) and acquisition-related interest expense of $500,000 after
tax ($.04 per share) for the first quarter. We believe, however, that the
companies we have acquired since last August will produce modest accretion to
Cascade's total earnings in the year ending January 31, 1998.
During the first quarter the U.S. dollar strengthened modestly against most
foreign currencies affecting our financial consolidations. As a result, the
adjustment for currency translation in our financial statements reflects a
decrease of $2,668,000 ($.21 per share) for the current quarter and year to
date.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
During the first three months of 1997, the Company generated $406,000 in cash
flows from operating activities. These cash flows include contributions from
Kenhar Corporation and Hyco-Cascade subsequent to their acquisition by the
Company.
Cash on hand, along with $63,170,000 drawn on available lines of credit,
issuance of exchangeable preferred stock valued at $15,640,000 and issuance of
Cascade common shares valued at $3,656,000 was used to acquire all of the
outstanding stock of Kenhar Corporation and Hyco-Cascade Pty. Ltd. during the
first quarter of 1997.
As of April 30, 1997, the Company and its subsidiaries had lines of credit
available of $121,179,000 ($20,680,000 of which was unused at April 30, 1997)
plus an additional $5,000,000 equipment financing line of credit, all of which
was available. Subsequent to April 30, the available lines of credit were
increased by an additional $20,000,000.
Over the preceding five years, expenditures for new facilities, machinery,
equipment and tooling have exceeded $40,000,000. Capital expenditures of
$6,579,000 have been recorded during the first three months of this fiscal year.
This is higher than the $3,519,000 recorded during the corresponding period in
1996. Planned expenditures for 1997 are estimated at $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 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 1.25 to 1.00
and working capital was a negative $20,000,000 at April 30, 1997. Included in
working capital are borrowings under short-term credit lines used for temporary
financing of the acquisitions completed during the last three 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.
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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
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Date James P. Miller
Executive Vice President
Secretary and Treasurer
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<PAGE>
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-01-1997
<PERIOD-END> APR-30-1997
<CASH> 11,162
<SECURITIES> 0
<RECEIVABLES> 67,544
<ALLOWANCES> 492
<INVENTORY> 49,621
<CURRENT-ASSETS> 129,765
<PP&E> 186,299
<DEPRECIATION> 79,042
<TOTAL-ASSETS> 335,374
<CURRENT-LIABILITIES> 149,750
<BONDS> 43,368
4,950
15,640
<COMMON> 6,024
<OTHER-SE> 95,279
<TOTAL-LIABILITY-AND-EQUITY> 335,374
<SALES> 84,725
<TOTAL-REVENUES> 84,725
<CGS> 58,240
<TOTAL-COSTS> 78,803
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<INTEREST-EXPENSE> 1,515
<INCOME-PRETAX> 4,395
<INCOME-TAX> 1,495
<INCOME-CONTINUING> 2,900
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