<PAGE>
- ------------------------------------------------------------------------------
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 Quarterly Period Ended April 30, 1999
( ) 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 1-12557
CASCADE CORPORATION
(Exact name of registrant as specified in its charter)
OREGON 93-0136592
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2201 N.E. 201ST AVE. FAIRVIEW, OREGON 97024-9718
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
Registrant's telephone number, including area code: (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 ____
The number of shares outstanding of the registrant's common stock as of April
30, 1999 was 11,412,390
- -------------------------------------------------------------------------------
<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
PART 1
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
April 30 January 31
1999 1999
----------- ----------
(unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 17,808 $ 11,460
Accounts receivable, less allowance
for doubtful accounts of $1,205 and $1,009 62,402 72,354
Inventories, at average cost
which is lower than market:
Finished goods and components 34,268 44,496
Goods in process 2,149 2,309
Raw materials 12,090 15,210
-------- --------
48,507 62,015
Deferred income taxes 311 254
Prepaid expenses 8,745 7,640
-------- --------
Total current assets 137,773 153,723
Property, plant and equipment, at cost less
accumulated depreciation 87,455 100,075
Deferred income taxes 6,326 3,370
Goodwill 74,840 86,462
Other Assets 10,670 4,227
-------- --------
Total assets $317,064 $347,857
-------- --------
-------- --------
Liabilities and Shareholders' Equity
Current liabilities:
Notes payable to banks $ 7,290 $ 9,817
Current portion of long-term debt 2,980 6,510
Accounts payable 17,589 26,789
Accrued payroll and payroll taxes 5,861 6,954
Other accrued expenses 11,659 9,105
-------- --------
Total current liabilities 45,379 59,175
Long-term debt 124,225 142,783
Accrued environmental expenditures 7,228 7,228
Other liabilities 4,005 3,228
-------- --------
Total liabilities 180,837 212,414
-------- --------
Mandatorily redeemable convertible preferred stock
and minority interest 15,949 15,949
Shareholders' equity:
Common stock, $.50 par value, authorized
20,000,000 shares; 11,539,888 and 11,715,488 outstanding 5,770 5,858
Retained earnings 126,052 125,065
Accumulated other comprehensive income:
Cumulative foreign currency translation adjustments (11,315) (11,200)
Treasury stock, at cost, 127,498 shares (229) (229)
-------- --------
Total shareholders' equity 120,278 119,494
-------- --------
Total liabilities and shareholders' equity $317,064 $347,857
-------- --------
-------- --------
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of this statement.
<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
(In thousands except per share data)
<TABLE>
<CAPTION>
Three months ended
April 30
---------------------------------
1999 1998
----------- -----------
<S> <C> <C>
Net sales $ 89,500 $ 107,125
----------- -----------
Costs and expenses:
Cost of goods sold, excluding depreciation 58,830 73,635
Depreciation 5,220 5,405
Selling and administrative expenses 16,215 17,600
----------- -----------
80,265 96,640
----------- -----------
Operating income 9,235 10,485
Interest expense 2,385 2,560
Interest income (115) (190)
Other expense (income), net 695 (2,020)
----------- -----------
Income before taxes 6,270 10,135
Income taxes 2,160 3,320
----------- -----------
Net income $ 4,110 $ 6,815
----------- -----------
----------- -----------
Basic earnings per share $ 0.35 $ 0.56
----------- -----------
----------- -----------
Diluted earnings per share $ 0.33 $ 0.51
----------- -----------
----------- -----------
Diluted weighted average shares outstanding 12,639,138 13,297,768
----------- -----------
----------- -----------
</TABLE>
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)
<TABLE>
<CAPTION>
Three months ended
April 30
---------------------------
1999 1998
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income 4,110 $ 6,815
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 5,220 5,405
Deferred income taxes (3,069) (444)
(Gain) Loss on disposal of property 1,025 (2,505)
Changes in operating assets and liabilities:
Accounts receivable 9,952 (9,532)
Inventories 13,508 (2,040)
Prepaid expenses (1,105) (738)
Accounts payable and accrued expenses (7,587) 10,340
Other liabilities 625 (428)
-------- --------
Net cash provided by operating activities 22,679 6,873
-------- --------
Cash flows from investing activities:
Acquisition of property, plant and equipment (4,334) (2,618)
Proceeds from disposition of property, plant and equipment 22,949 2,606
Other assets (6,668) (1,518)
-------- --------
Net cash provided (used) in investing activities 11,947 (1,530)
-------- --------
Cash flows from financing activities:
Payments on long-term debt (21,659) (852)
Notes payable to banks (2,527) 3,470
Repurchase of manditorily redeemable convertible
preferred stock 0 (375)
Repurchase of common stock (1,846) -
Issuance of common stock 0 24
Cash dividends (1,365) (1,328)
-------- --------
Net cash provided (used) by financing activities (27,397) 939
-------- --------
Effect of exchange rate changes (881) 797
-------- --------
Increase in cash and cash equivalents 6,348 7,079
Cash and cash equivalents at beginning of year 11,460 12,966
-------- --------
Cash and cash equivalents at end of period $ 17,808 $ 20,045
-------- --------
-------- --------
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 2,403 $ 1,448
Income taxes $ 1,290 $ 3,945
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of this statement.
<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(In thousands)
<TABLE>
<CAPTION>
Accumulated
Common Stock Other Quarterly
------------------- Treasury Retained Comprehensive Comprehensive
Shares Amount Stock Earnings Income Income
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 31, 1999 11,588 $5,858 $(229) $125,065 $(11,200) $ -
Net Income - - 4,110 - 4,110
Dividends ($.10 per share) - - (1,365) -
Common stock repurchased (176) (88) - (1,758) -
Translation Adjustment - - - (115) (115)
-------------------------------------------------------------------------
Balance at April 30, 1999 11,412 $5,770 $(229) $126,052 $(11,315) $3,995
-------------------------------------------------------------------------
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of this statement.
<PAGE>
CASCADE CORPORATION
NOTE 1 - INFORMATION ABOUT OPERATIONS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
April 30, 1999 North America Europe Other Eliminations Consolidations
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sales to unaffiliated customers $ 57,850 $23,680 $ 7,970 $ - $ 89,500
Transfer between areas 6,740 8,976 234 (15,950) -
- --------------------------------------------------------------------------------------------------------------
Total revenue 64,590 32,656 8,204 (15,950) 89,500
- --------------------------------------------------------------------------------------------------------------
Net income 3,130 960 20 - 4,110
- --------------------------------------------------------------------------------------------------------------
Identifiable assets $184,928 $97,483 $34,653 $ - $317,064
- --------------------------------------------------------------------------------------------------------------
Three months ended
April 30, 1998
- --------------------------------------------------------------------------------------------------------------
Sales to unaffiliated customers $ 68,986 $29,137 $ 9,002 $ - $107,125
Transfer between areas 6,734 2,671 127 (9,532) -
- --------------------------------------------------------------------------------------------------------------
Total revenue 75,720 31,808 9,129 (9,532) 107,125
- --------------------------------------------------------------------------------------------------------------
Net income 6,093 501 221 6,815
- --------------------------------------------------------------------------------------------------------------
Identifiable assets $242,017 $93,473 $33,559 $ - $369,049
- --------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - DIVESTITURE (unaudited)
The consolidated financial statements for the quarter ended April 30, 1999,
reflects the sale of assets and assumption of certain liabilities of The
Company's Industrial Tire Division and the wheel and baseband manufacture
operations of its Kenhar Division in Guelph, Ontario to Maine Rubber Company.
The sale price for the assets was $38,892,651 (US). Of this Maine Rubber
Company paid (1) $26,808,737 (US) in cash, and (2) $7,307,552 (US) in the
form of a junior subordinated note to be paid over four years, and assumed
$4,776,362 (US) in liabilities. The note bears interest rate of 8% per annum
and is unsecured. During the year ended January 31, 1999 the Industrial Tire
and wheel and baseband divisions contributed approximately $45,158,000 in net
sales. For the 3 months ended April 30, 1999 and 1998 net sales were
approximately $9,128,000 and $7,998,000 respectfully.
<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Neither the Company nor any of its subsidiaries are involved in any
material pending legal proceedings other than environmental 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
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K
(A) EXHIBITS
11. Computation of Earnings Per Share
(B) REPORTS ON FORM 8-K
During the quarter ended April 30, 1999, the Company filed a current
report on Form 8-K with the Commission dated April 29, 1999, reporting
the sale of the Industrial Tire Division.
<PAGE>
ITEM 7. 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, 1999 totaled
$89,500,000, a decrease of 16.5% compared to sales of $107,125,000 recorded
in the first quarter of 1998. The lower consolidated net sales primarily
reflected the divestiture of the mast business unit in January 1999. Net
income for the first quarter of 1999 was $4,110,000 ($.33 per share).
Earnings for the quarter include a $1,085,000 loss ($.09 per share after tax)
from the sale of the Industrial Tire and baseband operating divisions.
Operating income for the first quarter of 1999 was $5,195,000 ($.41 per
share), which is comparable to the operating income for the first quarter of
1998 of $5,187,000 ($.39 per share). Reported net income for the prior year
quarter was $6,815,000 ($.51 per share), which included $1,628,000 gain ($.12
per share after tax) from the sale of a parcel of land. Expressed as a return
on sales, net income for the first three-month period of 1999 excluding
one-time items was 5.8% compared to 4.8% for the corresponding 1998 quarter.
North American lift truck industry bookings remain strong and have improved
somewhat since the beginning of our fiscal year, and it appears that some
Asian markets are beginning to rebound. Operations in Korea are seeing new
orders at higher levels than anytime during the past year and a half.
European bookings for attachments appear to be softening relative to a
general decline in lift truck activity on the Continent.
On April 29, 1999, the company completed the sale of all operating assets and
certain liabilities of the Industrial Tire division as well as the Fork
Products division's baseband manufacturing operations to Maine Rubber
Company. We believe our efforts and investment can be better directed to our
attachment and fork businesses. Since purchasing the Industrial Tire
division, revenues increased over 35% with improving profitability. However,
we did not see the prospect of achieving all the synergies originally
anticipated and concluded our management efforts and investment resources
would be more effective if allocated to enhancing shareholder value through
continued focus on the Company's core business activities. While this
divestiture will cause revenues to be reduced in the coming year, profit
margins of this product line are low; management does not expect a
significant impact on future operating results.
Cost of sales during the first quarter of 1999 and 1998 was $58,830,000 and
$73,635,000, respectively. For the first quarter of 1999 and 1998, cost of
sales as a percentage of net sales was 65.7% and 68.7%. The Company has
continued to lower product costs by improving manufacturing methods and
processes. The current period percentage of 65.7% is 3.4% lower than the
69.1% recorded in for the fourth quarter of 1998.
Depreciation and amortization expense decreased to $5,220,000, 5.8% of net sales
during the first quarter of 1999, from $5,405,000, 5% of net sales for the prior
year period.
<PAGE>
While depreciation and amortization expense decreased, the percentage as it
relates to total sales increased due to the lower sales volume.
The Company's selling and administrative expenses decreased for the first
quarter of 1999 to $16,215,000, 18.1% of net sales, versus $17,600,000, 16.4% of
net sales during the year earlier period, and $16,530,000 during the fourth
quarter of 1998. The 1999 results continue to reflect the implementation of
strict cost controls imposed to reduce selling and administrative expenses. The
increase as a percentage of revenues is primarily the result of the lower sales
volume in the first quarter compared to both the fourth and first quarters of
the previous year.
First quarter 1999 interest expense of $2,385,000 was lower than the $2,560,000
recorded in the 1998 period and $2,705,000 recorded in the fourth quarter of
1998. The lower interest expense is attributed to reduction in long-term debt
from the cash proceeds of the divestiture of the mast business unit.
Other expense for the first quarter of 1999 of $695,000 is primarily
attributed to the loss from the sale of the Industrial Tire and baseband
manufacturing divisions. Other income for the first quarter of 1998 is
primarily attributed to the gain from the sale of an undeveloped parcel of
land.
The effective tax rate for the quarter was 34.4% compared with 32.8% for the
first quarter of 1998 and 31.6% for the year ended January 31, 1999. The
increase in the rate is due to numerous individually small changes in tax
matters including the tax effect of the sale of the Industrial Tire and wheel
and baseband divisions.
LIQUIDITY AND CAPITAL RESOURCES
During the three months ended April 30, 1999, the Company generated $22,678,000
in cash from operating activities compared with $6,873,000 for 1998. Cash and
cash equivalents at the end of the first quarter of 1999 totaled $17,808,000.
The Company's total long- and short-term debt-to-equity ratio was 1.12 to 1.00,
and working capital was $92,394,000 at April 30, 1999. As of April 30, 1999, the
Company had revolving loan commitments with commercial banks totaling
$23,306,000 of which $7,290,000 was used. The Company believes its available
cash and credit facilities are more than sufficient to meet its short-term
requirements.
For the three months ended April 30, 1999, capital expenditures totaled
$4,334,000 compared with $2,618,000 purchased during the corresponding 1998
period. Capital expenditures for new facilities, machinery, equipment and
tooling over the preceding five years totaled approximately $86,900,000. Planned
capital expenditures for 1999 are estimated at $19,210,000 and include
$4,459,000 for implementation of an enterprise-wide software system to link all
of the Company's core business systems. Implementation will be phased-in
throughout the operating units with completion scheduled for fiscal 2000. The
Company plans to use operating cash flows, leases and existing credit facilities
to fund 1999 capital expenditures.
<PAGE>
At its August 1998 meeting, the Board authorized the repurchase up to 500,000
Cascade common shares from time to time in the open market. During the first
quarter the Company repurchased 175,600 shares at an average price of $10.53.
Repurchases to date totaled 400,000 shares at an average price of $12.09.
During the first quarter, the U.S. dollar strengthened against the major
currencies included in the Company's financial consolidations. As a result, the
cumulative translation adjustment in the consolidated balance sheet decreased
shareholder's equity by $115,000 for the quarter.
IMPACT OF THE YEAR 2000 ISSUE
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Some of the Company's
computer programs that have date-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, ship
product or engage in any number of similar business activities.
Based on its own assessment, the Company determined that it would need to modify
or replace portions of its software so that its computer systems will properly
utilize dates beyond December 31, 1999. The Company presently believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue can be mitigated. However, if such modifications and conversions are
not made, or not completed in time, the Year 2000 Issue could have a material
impact on the operations of the Company.
The Company has initiated formal communications with all of its significant
suppliers and large customers to determine the extent to which the Company is
vulnerable to those third parties' failure to remediate their own Year 2000
Issue. This program is ongoing and the Company will continue to monitor
responses received to determine if Year 2000 issues exist with these third
parties. Contingency plans include finding alternative suppliers where
practical. For those suppliers that are not easily replaced, the Company will
maintain adequate supplies to help counteract short-term supply interruptions.
There can be no guarantee that the systems of other companies on which the
Company's systems rely will be converted on schedule; or that a failure to
convert by another company, or a conversion that is incompatible with the
Company's systems, would not have a material adverse effect on the Company.
The Company has initiated the implementation of an enterprise-wide resource
planning (ERP) software system to link all of its core business systems. This
implementation was the result of normal business migration to improved and
expanded software systems to increase the Company's ability to improve its
operational efficiency, reduce costs and enhance overall quality. As part of
this implementation, the Company will also replace
<PAGE>
those software systems that will encounter the Year 2000 Issue. The Company
plans to complete the ERP project in the year 2000 and plans to complete those
portions of the project that will address the Year 2000 Issue in the second
quarter of 1999. The total cost of the ERP project is estimated to exceed
$14,000,000 including the $3,595,000 spent in the first quarter of 1999. The
ERP project is being funded through leases and operating cash flows.
The costs of the project and the date on which the Company plans to complete the
Year 2000 modifications are based on management's best estimates, which were
derived utilizing numerous assumptions of future events including the continued
availability of certain resources, third party modifications, plans and other
factors. However, there can be no guarantee that these estimates will be
achieved, and actual results could differ materially from those plans. Specific
factors that might cause such material differences include, but are not limited
to, the availability and cost of personnel trained in this area, the ability to
locate and correct all relevant computer codes and similar uncertainties.
The Company is currently evaluating data gathered with regard to non-financial
software and embedded chip technology to asses the impact of the Year 2000 on
its non-financial systems such as manufacturing equipment, security equipment,
etc. Scheduled completion of the data gathering and evaluation of the Year 2000
impact is June 1999. The Company does not, at this time, have sufficient data to
estimate the cost of achieving Year 2000 compliance for its non-financial
systems, however, based on information received to date, the costs are not
expected to be material. Since the Company is in the information gathering
stage, the Company expects to have a contingency plan in place for its internal
non-financial software and embedded chip technology by the end of second quarter
1999.
FORWARD-LOOKING STATEMENTS
Forward-looking statements throughout this report are based upon assumptions
involving a number of risks and uncertainties. Factors which could cause actual
results to differ materially from these forward-looking statements include, but
are not limited to competitive factors in, and the cyclical nature of, the lift
truck industry; fluctuations in lift truck orders or deliveries, availability
and cost of raw materials; general business and economic conditions in North
America, Europe and Asia; foreign currency fluctuations; and the effectiveness
of the Company's cost reduction initiatives.
<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
6/15/99 /s/ Kurt G. Wollenberg
- ------------- ----------------------------------
Date Kurt G. Wollenberg,
Vice President - Finance
<PAGE>
CASCADE CORPORATION EXHIBIT 11.
Computation of Earnings Per Share
(In thousands except per share data)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
QUARTER ENDED APRIL 30
1999 1998
------------------------------------- ----------------------------------------
PER SHARE PER SHARE
INCOME SHARES AMOUNT INCOME SHARES AMOUNT
(Numerator) (Denominator) (Numerator) (Denominator)
------------------------------------- ----------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net income $4,110 $6,815
Less: preferred stock dividend (110) (143)
BASIC EPS
------ ------
Income available to
common shareholders 4,000 11,534 $0.35 6,672 11,862 $0.56
----- -----
----- -----
Effect of dilutive securities
Manditorily redeemable convertible
preferred stock 80 800 110 1,100
Exchangeable preferred stock 30 305 33 328
Incentive stock options - - - 8
------ ------ ------ ------
DILUTED EPS
Income available to common
shareholder plus assumed
conversions $4,110 12,639 $0.33 $6,815 13,298 $0.51
------ ------ ----- ------ ------ -----
------ ------ ----- ------ ------ -----
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-START> FEB-01-1999
<PERIOD-END> APR-30-1999
<CASH> 17,808
<SECURITIES> 0
<RECEIVABLES> 63,607
<ALLOWANCES> 1,205
<INVENTORY> 48,507
<CURRENT-ASSETS> 137,773
<PP&E> 187,251
<DEPRECIATION> 99,796
<TOTAL-ASSETS> 317,064
<CURRENT-LIABILITIES> 45,379
<BONDS> 124,225
4,575
11,374
<COMMON> 5,770
<OTHER-SE> 114,508
<TOTAL-LIABILITY-AND-EQUITY> 317,064
<SALES> 89,500
<TOTAL-REVENUES> 89,500
<CGS> 58,830
<TOTAL-COSTS> 80,265
<OTHER-EXPENSES> 695
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,385
<INCOME-PRETAX> 6,270
<INCOME-TAX> 2,160
<INCOME-CONTINUING> 4,110
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,110
<EPS-BASIC> .35
<EPS-DILUTED> .33
</TABLE>
