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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q/A
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[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 1998
[ ] 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 1-584
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FERRO CORPORATION
(Exact Name of Registrant as specified in its charter)
An Ohio Corporation 1000 LAKESIDE AVENUE CLEVELAND, OH 44114 IRS No. 34-0217820
(Address of principal executive offices)
Registrant's telephone number including area code: 216/641-8580
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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
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At October 31, 1998, there were 35,439,420 shares of Ferro common stock, par
value $1.00, outstanding.
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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.
FERRO CORPORATION
(Registrant)
Date: December 3, 1998
/s/Hector R. Ortino
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Hector R. Ortino
President and Chief Operating Officer
Date: December 3, 1998
/s/ Gary H. Ritondaro
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Gary H. Ritondaro
Vice President and Chief Financial Officer
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EXHIBIT INDEX
The following exhibits are filed with this report or are incorporated here by
reference to a prior filing in accordance with Rule 12b-32 under the Securities
and Exchange Act of 1934. (Asterisk denotes exhibits filed with this report).
Exhibit:
(3) Articles of Incorporation and by-laws
(a) Eleventh Amended Articles of Incorporation (Reference is made
to Exhibit 3 (a) to Ferro Corporation's Form 10-Q for the
three months ended June 30, 1998, which Exhibit is
incorporated here by reference.)
(b) Certificate of Amendment to the Eleventh Amended Articles of
Incorporation of Ferro Corporation filed December 28, 1994
(Reference is made to Exhibit 3 (b) to Ferro Corporation's
Form 10-Q for the three months ended June 30, 1998, which
Exhibit is incorporated here by reference.)
(c) Certificate of Amendment to the Eleventh Amended Articles of
incorporation of Ferro Corporation filed June 19, 1998
(Reference is made to Exhibit 3 (c) to Ferro Corporation's
Form 10-Q for the three months ended June 30, 1998, which
Exhibit is incorporated here by reference.)
(d) Amended Code of Regulations (Reference is made to Exhibit 3
(d) to Ferro Corporation's Form 10-Q for the three months
ended June 30, 1998, which Exhibit is incorporated here by
reference.)
(4) Instruments defining rights of security holders, including indentures
(a) Shareholder Rights Agreement between Ferro Corporation and
National City Bank, Cleveland, Ohio, as Rights Agent, dated as
of March 22, 1996. (Reference is made to the Exhibit to the
Registration Statement on Form 8-A dated May 15, 1996, which
Exhibit is incorporated here by reference.)
(b) The rights of the holders of Ferro's Debt Securities issued
and to be issued pursuant to an Indenture between Ferro and
Society National Bank, as Trustee, are described in the form
of Indenture dated May 1, 1993. (Reference is made to Exhibit
4(j) to Ferro Corporation's Form 1O-Q for the three months
ended June 30, 1993, which Exhibit is incorporated here by
reference.)
(c) The rights of the holders of Ferro's Debt Securities issued
and to be issued pursuant to a Senior Indenture between Ferro
and Chase Manhattan Trust Company, National Association, as
Trustee, are described in the Senior Indenture, dated March
25, 1998. (Reference is made to Exhibit 4(c) to Ferro
Corporation's Form 10-Q for the three months ended March 31,
1998, which Exhibit is incorporated here by reference.)
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(d) Form of Security (7 1/8% Debentures due 2028). (Reference is
made to Exhibit 4(a-1) to Ferro Corporation's Form 8-K filed
March 31, 1998, which Exhibit is incorporated here by
reference.)
**(11) Statement Regarding Computation of Earnings per Share.
**(12) Ratio of Earnings to Fixed Charges.
**(27) Financial Data Schedule for the Quarter Ended September 30,
1998
*(99) The Condensed Consolidated Balance Sheets as of September 30,
1998 (Unaudited) and December 31, 1997, and the Condensed
Consolidated Statements of Income and Condensed Consolidated
Statements of Cash Flows for the three and nine months ended
September 30, 1998 and 1997 (Unaudited) of Ferro Corporation
and Subsidiaries.
** Filed as Exhibits to Ferro Corporation's Form 10-Q for the three months
ended September 30, 1998, which Exhibits are incorporated herein by
reference.
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EXHIBIT 99
The Condensed Consolidated Balance Sheets as of September 30, 1998 (Unaudited)
and December 31, 1997, and the Condensed Consolidated Statements of Income and
Condensed Consolidated Statements of Cash Flows for the three and nine months
ended September 30, 1998 and 1997 (Unaudited) of Ferro Corporation and
Subsidiaries.
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CONDENSED CONSOLIDATED BALANCE SHEET
FERRO CORPORATION AND SUBSIDIARIES
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
<TABLE>
<CAPTION>
(Dollars in Thousands)
(Unaudited) (Audited)
ASSETS 1998 1997
====== =================== ====================
<S> <C> <C>
Current Assets:
Cash and Cash Equivalents $22,391 $16,337
Net Receivables 261,095 232,927
Inventories 137,120 127,175
Other Current Assets 55,000 50,591
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Total Current Assets $475,606 $427,030
Unamortized Excess of Cost Over Net Assets Acquired 51,741 54,355
Other Assets 68,935 64,114
Net Plant & Equipment 263,054 240,180
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$859,336 $785,679
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LIABILITIES
Current Liabilities:
Notes and Loans Payable $33,590 $23,269
Accounts Payable, Trade 110,638 109,958
Income Taxes 6,039 6,563
Accrued Payrolls 21,728 17,501
Accrued Expenses and Other Current Liabilities 124,031 120,416
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Total Current Liabilities $296,026 $277,707
Long - Term Debt 156,720 102,020
ESOP Loan Guarantee 6,576 13,815
Postretirement Liabilities 46,752 45,643
Other Liabilities 77,039 73,343
Shareholders' Equity 276,223 273,151
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$859,336 $785,679
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</TABLE>
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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FERRO CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
(Dollars in Thousands) 1998 1997 1998 1997
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<S> <C> <C> <C> <C>
Segment Sales
Coatings, Colors, and Ceramics $ 201,633 $ 198,775 $ 609,454 $ 613,168
Chemicals 73,569 80,532 230,752 250,889
Plastics 59,186 59,650 181,949 180,142
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Total Net Sales $ 334,388 $ 338,957 $ 1,022,155 $ 1,044,199
Cost of Sales 244,423 252,179 749,498 778,113
Selling, Administrative and General Expenses 57,700 58,323 176,161 176,393
Realignment Expense 0 0 0 152,790
Other Charges (Credits):
Interest Expense 4,094 2,951 11,033 9,021
Net Foreign Currency (Gain) Loss 205 161 (914) (2,139)
Other Expense - Net 1,158 989 3,128 3,847
------------ ------------ ------------ ------------
Income (Loss) Before Taxes 26,808 24,354 83,249 (73,826)
Taxes on Income (Loss) 10,046 8,990 31,030 (20,438)
------------ ------------ ------------ ------------
Net Income (Loss) 16,762 15,364 52,219 (53,388)
Dividend on Preferred Stock, Net of Tax 948 936 2,840 2,817
------------ ------------ ------------ ------------
Net Income (Loss) Available to Common Shareholders $ 15,814 $ 14,428 $ 49,379 ($ 56,205)
============ ============ ============ ============
Per Common Share Data:
Basic Earnings (Loss) $ 0.44 $ 0.38 $ 1.34 ($ 1.47)
Diluted Earnings (Loss) $ 0.41 $ 0.35 $ 1.25 ($ 1.47)
Shares Outstanding:
Average Outstanding 35,921,884 38,193,910 36,755,125 38,343,472
Average Diluted 39,579,497 42,407,409 40,852,272 42,488,251
Actual End of Period 35,587,549 38,160,606 35,587,549 38,160,606
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</TABLE>
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FERRO CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
(Unaudited) (Unaudited) (Unaudited) (Audited)
(Dollars in Thousands) 1998 1997 1998 1997
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<S> <C> <C> <C> <C>
Net Cash Provided from Operating Activities $20,875 $40,203 $49,386 $102,711
Cash Flow from Investing Activities:
Capital Expenditures for Plant and Equipment (18,248) (9,680) (42,047) (30,376)
Proceeds From Divestitures 0 4,623 0 4,623
Other Investing Activities (418) 1 (1,942) 3,276
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Net Cash (Used for) Provided by Investing Activities (18,666) (5,056) (43,989) (22,477)
Cash Flow from Financing Activities:
Net Borrowings (Payments) Under Short-Term Lines 8,200 (504) 10,322 (18,403)
Proceeds from Long-Term Debt 13 0 54,283
Purchase of Treasury Stock (24,087) (10,660) (54,783) (20,374)
Cash Dividend Paid (5,333) (4,992) (16,334) (15,084)
Other Financing Activities (120) 707 2,619 2,786
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Net Cash (Used for) Provided by Financing Activities (21,327) (15,449) (3,893) (51,075)
Effect of Exchange Rate Changes on Cash 5,493 (195) 4,550 (1,480)
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Increase (Decrease) in Cash and Cash Equivalents (13,625) 19,503 6,054 27,679
Cash and Cash Equivalents at Beginning of Period 36,016 22,202 16,337 14,026
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Cash and Cash Equivalents at End of Period $22,391 $41,705 $22,391 $41,705
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Cash Paid During the Period for:
Interest, net of amounts capitalized $3,099 $920 $8,993 $7,466
Income Taxes $6,508 $9,135 $27,364 $23,623
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</TABLE>
