FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 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 1-5530
ALLIED PRODUCTS CORPORATION
---------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 38-0292230
------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
10 SOUTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606
- - -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 454-1020
Not Applicable
----------------------------------------------
(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 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 requirement 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: 11,917,355 common shares, $.01
par value, as of April 30, 1998.
<PAGE>
ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION
-------------------------------
ITEM 1. FINANCIAL STATEMENTS
INTRODUCTION
CONDENSED CONSOLIDATED BALANCE SHEETS-
March 31, 1998 and December 31, 1997
CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three
Months Ended March 31, 1998 and 1997
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-
Three Months Ended March 31, 1998 and 1997
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
PART II. OTHER INFORMATION
ITEM 1. NOT APPLICABLE
ITEM 2. NOT APPLICABLE
ITEM 3. NOT APPLICABLE
ITEM 4. NOT APPLICABLE
ITEM 5. NOT APPLICABLE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
EXHIBIT INDEX
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES
INTRODUCTION
Subsequent to the end of 1998, the Company determined that the
accounting for certain stock option exercise transactions during 1996, 1997 and
interim reporting periods for 1998 was incorrect. Non-cash compensation expense
for certain option exercises during the above periods which was not recognized
in previously issued 10-Q's is now reflected in the accompanying restated
financial statements. The Company also determined that gross profit margins at
the Verson division were incorrectly reported in 1997 and interim reporting
periods in 1998. Reference is made to Note 13 of the Consolidated Financial
Statements in the Company's 1998 Annual Report on Form 10-K regarding the
reconciliation of the amounts previously reported to the amounts currently being
reported in the quarterly consolidated statements of income (loss) for the
periods ended March 31, 1998 and 1997. It was further determined that the
Company should have accrued for product liability claims incurred but not
reported prior to 1996. The product liability adjustment ($1,040,000 net of tax)
had no impact on operating results reported on within this report and is
reflected as an adjustment to retained earnings at December 31, 1995.
The condensed consolidated financial statements included herein (as of
March 31, 1998 and for the three months ended March 31, 1998 and 1997) have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission and reflect all adjustments which are, in
the opinion of management, necessary to present fairly the condensed
consolidated financial information required therein. All such adjustments are of
a normal, recurring nature. The information as of December 31, 1997 is derived
from the audited year end balance sheet for that year. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading. It is suggested that these financial statements be read in
conjunction with the financial statements and the notes thereto included in the
Company's latest annual report on Form 10-K.
The results of operations for the three month periods ended March 31,
1998 and 1997 are not necessarily indicative of the results to be expected for
the full year.
<PAGE>
ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
March 31,1998 December 31,1997
------------- ----------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents ........................ $ 1,273,000 $ 609,000
------------- ----------------
Notes and accounts receivable, less allowances of
$566,000 and $531,000, respectively ........... $ 74,531,000 $ 54,729,000
------------- ----------------
Inventories:
Raw materials .................................. $ 6,654,000 $ 6,193,000
Work in process ................................ 76,639,000 52,811,000
Finished goods ................................. 15,185,000 14,419,000
------------- ----------------
$ 98,478,000 $ 73,423,000
------------- ----------------
Deferred tax asset ................................ $ 12,773,000 $ 12,773,000
------------- ----------------
Prepaid expenses .................................. $ 457,000 $ 415,000
------------- ----------------
Total current assets ........................ $ 187,512,000 $ 141,949,000
------------- ----------------
Plant and Equipment, at cost:
Land ........................................... $ 2,243,000 $ 2,243,000
Building and improvements ...................... 45,748,000 40,750,000
Machinery and equipment ........................ 53,407,000 51,339,000
------------- ----------------
$ 101,398,000 $ 94,332,000
Less-Accumulated depreciation and amortization .. 50,150,000 48,811,000
------------- ----------------
$ 51,248,000 $ 45,521,000
------------- ----------------
Other Assets:
Deferred tax asset ............................. $ 4,631,000 $ 4,631,000
Deferred charges (goodwill), net of amortization 1,447,000 1,491,000
Other .......................................... 1,931,000 1,472,000
------------- ----------------
$ 8,009,000 $ 7,594,000
------------- ----------------
$ 246,769,000 $ 195,064,000
============= ================
</TABLE>
The accompanying notes to consolidated financial statements are an
integral part of these statements.
<PAGE>
ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
LIABILITIES AND SHAREHOLDERS' INVESTMENT
<TABLE>
<CAPTION>
March 31,1998 December 31, 1997
------------- -----------------
<S> <C> <C>
Current Liabilities:
Revolving credit agreement ................................. $ 79,600,000 $ 50,400,000
Current portion of long-term debt .......................... 268,000 268,000
Accounts payable ........................................... 35,962,000 19,923,000
Accrued expenses ........................................... 23,997,000 25,145,000
------------- -----------------
Total current liabilities ........................... $ 139,827,000 $ 95,736,000
------------- -----------------
Long-term debt, less current portion shown above ............. $ 602,000 $ 670,000
------------- -----------------
Other long-term liabilities .................................. $ 12,554,000 $ 10,105,000
------------- -----------------
Commitments and Contingencies
Shareholders' Investment:
Preferred stock:
Undesignated-authorized 1,500,000 shares at March 31,
1998 and December 31, 1997; none issued ............ $ -- $ --
Common Stock, par value $.01 per share; authorized
25,000,000 shares; issued 14,047,249 shares at March 31,
1998 and December 31, 1997 ............................ 140,000 140,000
Additional paid-in capital ................................ 98,915,000 98,518,000
Retained earnings ......................................... 37,002,000 32,148,000
------------- -----------------
$ 136,057,000 $ 130,806,000
Less: Treasury stock, at cost: 2,130,269 and 2,144,263
shares at March 31, 1998 and December 31, 1997,
respectively ............................................ (42,271,000) (42,253,000)
------------- -----------------
Total shareholder's equity .......................... $ 93,786,000 $ 88,553,000
------------- -----------------
$ 246,769,000 $ 195,064,000
============= =================
</TABLE>
The accompanying notes to consolidated financial statements are an
integral part of these statements.
<PAGE>
ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1998 1997
------------ ------------
<S> <C> <C>
Net sales .......................... $ 62,831,000 $ 72,881,000
Cost of products sold .............. 43,676,000 54,623,000
------------ ------------
Gross profit ..................... $ 19,155,000 $ 18,258,000
------------ ------------
Other costs and expenses:
Selling and administrative expense $ 9,790,000 $ 8,580,000
Interest expense ................. 1,090,000 694,000
Other (income) expense ........... (128,000) 429,000
------------ ------------
$ 10,752,000 $ 9,703,000
------------ ------------
Income before taxes ................ $ 8,403,000 $ 8,555,000
Provision for income taxes: ........ 3,073,000 3,049,000
------------ ------------
Net income ......................... $ 5,330,000 $ 5,506,000
============ ============
Earning per common share:
Basic ............................ $ 0.45 $ 0.45
============ ============
Diluted .......................... $ 0.44 $ 0.44
============ ============
Weighted average shares outstanding:
Basic ............................ 11,925,000 12,283,000
============ ============
Diluted .......................... 12,112,000 12,514,000
============ ============
Dividends per common share ......... $ 0.04 $ 0.03
============ ============
</TABLE>
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
<PAGE>
ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1998 1997
------------ ------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income ............................................................... $ 5,330,000 $ 5,506,000
Adjustments to reconcile net income to net cash
used for operating activities:
Gains on sales of operating and nonoperating assets ................... (15,000) (124,000)
Depreciation and amortization ......................................... 1,350,000 1,244,000
Amortization of deferred charges ...................................... 44,000 44,000
Deferred income tax provision ......................................... 2,602,000 2,709,000
Stock option compensation ............................................. 1,119,000 87,000
Changes in noncash assets and liabilities, net of noncash transactions:
(Increase) in accounts receivable .................................. (19,851,000) (26,922,000)
(Increase) decrease in inventories ................................. (25,055,000) 1,018,000
(Increase) decrease in prepaid expenses ............................ (42,000) 21,000
Increase in accounts payable and accrued expenses .................. 14,415,000 3,120,000
Other,net ............................................................. (551,000) (62,000)
------------ ------------
Net cash used for operating activities:................................... $(20,654,000) $(13,359,000)
------------ ------------
Cash Flows from Investing Activities
Additions to plant and equipment ......................................... $ (7,077,000) $ (2,873,000)
Proceeds from sales of plant and equipment ............................... 15,000 385,000
------------ ------------
Net cash used for investing activities ................................... $ (7,062,000) $ (2,488,000)
------------ ------------
Cash Flows from Financing Activities:
Borrowings under revolving credit agreement .............................. $ 38,000,000 $ 38,600,000
Payments under revolving credit agreement ................................ (8,800,000) (10,300,000)
Payments of short and long-term debt ..................................... (68,000) (48,000)
Purchase of treasury stock ............................................... (776,000) (12,956,000)
Dividends paid ........................................................... -- 3,000
Stock option transactions ................................................ 24,000 856,000
------------ ------------
Net cash provided from financing activities ................................. $ 28,380,000 $ 16,155,000
------------ ------------
Net increase in cash and cash equivalents ................................... $ 664,000 $ 308,000
Cash and cash equivalents at beginning of year .............................. 609,000 833,000
------------ ------------
Cash and cash equivalents at end of year .................................... $ 1,273,000 $ 1,141,000
============ ============
</TABLE>
The accompanying notes to condensed consolidated financial statements are an
integral part of the statements.
<PAGE>
Allied Products Corporation and Consolidated Subsidiaries
Notes to Condensed Consolidated Financial Statements
(1) Accrued Expenses
----------------
The Company's accrued expenses consist of the following:
<TABLE>
<CAPTION>
3/31/98 12/31/97
------------ ------------
<S> <C> <C>
Salaries and wages $ 7,345,000 $ 5,560,000
Warranty 4,987,000 4,938,000
Self insurance accruals 1,310,000 2,858,000
Pensions, including retiree health 4,719,000 6,439,000
Taxes, other than income taxes 1,083,000 1,158,000
Environmental matters 1,777,000 1,810,000
Other 2,776,000 2,382,000
------------ ------------
$ 23,997,000 $ 25,145,000
============ ============
</TABLE>
(2) Earnings Per Common Share
-------------------------
During 1997, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 128 (SFAS
128)--Earnings per Share. Earnings per common share and weighted
average shares outstanding for the three months ended March 31, 1997
have been restated to reflect the effect of a three-for-two stock split
in 1997 and the effect of adopting the provisions of this accounting
standard. Basic earnings per common share is based on the average
number of common shares outstanding-11,925,000 and 12,283,000 for the
three months ended March 31, 1998 and 1997, respectively. Diluted
earnings per common share is based on the average number of common
shares outstanding, as noted above, increased by the dilutive effect of
outstanding stock options -187,000 and 231,000 for the three months
ended March 31, 1998 and 1997, respectively.
(3) Contingent Liabilities
-----------------------
The Company is involved in a number of legal proceedings as a
defending party, including product liability and environmental matters
for which additional liability is reasonably possible. However, after
consideration of relevant data (consultation with legal counsel and
review of insurance coverage, accruals, etc.), management believes that
the eventual outcome of these matters will not have a material adverse
effect on the Company's financial position or its ongoing results of
operations.
Reference is made to Note 10 of Notes to Consolidated
Financial Statements in the Company's 1997 Annual Report on Form 10-K
as it relates to a note receivable taken in connection with the sale of
the business and assets of the former Littell division. Collections
from this note in the first quarter of 1998 totaled $195,000 and were
included in "Other
<PAGE>
(income) expense."
Reference is made to Note 10 of Notes to Consolidated
Financial Statements in the Company's 1997 Annual Report on Form 10-K
as it relates to the sale by the Company of a site in Coldwater, Ohio
that was contingent on the issuance by the state of Ohio of a covenant
not to sue. On March 31, 1998, The Ohio Environmental Protection Agency
issued the covenant not to sue and the Company expects to close on the
sale of this facility for cash in mid May 1998
At March 31, 1998, the Company was contingently liable for
approximately $1,034,000 primarily relating to outstanding letters of
credit.
(4) Income Taxes
------------
The provision for income taxes in the first quarter of 1998
and 1997 is based upon the Federal statutory rates adjusted for items
that are not subject to taxes. See Note 4 of Notes to Consolidated
Financial Statements in the Company's 1997 Annual Report on Form 10-K
for a further discussion related to income taxes.
(5) Summary of Other (Income) Expense
---------------------------------
Other (income) expense for the three month periods ended March
31, 1998 and 1997 consists of the following:
<TABLE>
<CAPTION>
For the three months ended
--------------------------
3/31/98 3/31/97
--------- ---------
<S> <C> <C>
Interest income .................................. $ (46,000) $ (17,000)
Goodwill amortization ............................ 44,000 44,000
Net (gain) on sales of operating and
non-operating assets .......................... (15,000) (124,000)
Litigation settlements/insurance provisions ...... -- 442,000
Credit for recovery of long-term note
receivable .................................... (195,000) --
Other miscellaneous .............................. 84,000 84,000
--------- ---------
$(128,000) $ 429,000
========= =========
</TABLE>
(6) Subsequent Event
----------------
On March 30, 1998, the Company announced that it had reached a
definitive agreement to purchase substantially all of the assets of
Great Bend Manufacturing Company located in Great Bend, Kansas. Great
Bend manufactures and sells tractor-mounted front-end loaders, which
are used principally in agricultural applications. Subsequent to the
end of the first quarter of 1998, the Company completed the purchase of
this operation from Owosso Corporation. The purchase price was
approximately $10,000,000 cash.
<PAGE>
On April 23, 1998, the Company announced that it had acquired
for cash the assets of Universal Turf Equipment Corporation located in
Opp, Alabama. Universal manufactures and sells turf maintenance
implements including reel mowers, verti-cut mowers, reel grinders and
spraying equipment.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OPERATING RESULTS
- - -----------------
Net sales for the first quarter of 1998 were $62,831,000 compared to
net sales of $72,881,000 reported in the first quarter of 1997. The majority of
the decrease was related to the sale of the Company's Coz division in the fourth
quarter of 1997. Income before taxes was $8,403,000 in the first quarter of 1998
compared to income before taxes of $8,555,000 reported in the same quarter of
the prior year. Net income was $5,330,000 ($.45 per common share-basic) in the
first quarter of 1998 compared to net income of $5,506,000 ($.45 per common
share-basic) in the first quarter of 1997. "Earnings per common share" and
"Weighted average shares outstanding" have been restated for the three months
ended March 31, 1997 to reflect the effect of a three-for-two stock split in
1997 and the effect of adopting Statement of Financial Accounting Standard No.
128 - Earnings per Share.
At the Bush Hog division, net sales increased 8% in the first quarter
of 1998 compared to the same quarter of the prior year. The majority of the
increase was associated with the cutter and loader product lines. Cutter sales
are benefitting from the upturn in cow/calf prices since the spring of 1997.
Cattle ranchers use the cutters for grazing pasture maintenance. Cutter sales in
1998 were also favorably affected by new/redesigned products for the turf and
landscaping market for utilization by commercial turf (sod) growers and for golf
course maintenance. Loader sales benefitted from the introduction of a new line
of front-end loaders offering updated mechanical and structural designs. Retail
sales of Bush Hog products have also been strong in 1998. During the first
quarter of 1998, gross profits and gross profit margins have improved compared
to the same quarter of the prior year. These improvements were associated with
increased labor efficiency resulting from improved production techniques and the
addition of new equipment. Facility utilization also increased in the first
quarter of 1998.
Net sales at the Verson division decreased by over 14% in the first
quarter of 1998 compared to the same quarter of the prior year. Revenue and
profits are recognized on a percentage of completion basis for press production
at this division. The decrease in net sales relates to the mix of production in
each of the related quarters. In the first quarter of 1997, production was
completed on the third "A" press for Chrysler. Current year production did not
include any "A" size press manufacturing. In addition, delivery date extensions
have also resulted in lower press revenue in the first quarter of 1998. The
division was also affected by the impact of a late winter snow storm resulting
in disruption of production for a few days. Gross profits and gross profit
margins have improved in the first quarter of the current year. Favorably
affecting margins was the settlement of a claim against a third party, which
negatively impacted periods prior to 1997. The impact of this settlement was
partially offset by the effects of lower margins on jobs in process. Generally
speaking,
<PAGE>
smaller presses carry lower margins than the larger presses which were being
produced in the first quarter of 1997. The division also experienced a
substantial increase in costs associated with significant new operational
changes which were required because of the large increase in new orders and the
related plant expansion.
Selling and administrative expenses increased in the first quarter of
1998 to $9,790,000 (15.6% of net sales) from $8,580,000 (11.8% of net sales) in
the same quarter of the prior year. At the Bush Hog division, increases in
selling expenses were principally associated with the effects of the increase in
sales volume as discussed above. Selling expense increases at the Verson
division were related to the establishment of an international marketing
department in the last half of 1997. Administrative expense increases at the
Verson division were the result of staff expansion, including the impact of the
new Precision Press Industry division which started operations in the last
quarter of 1997. Legal fees associated with the settlement of a claim at the
Verson division (as noted above) also resulted in administrative cost increases.
Corporate administrative costs increased in the first quarter of 1998 primarily
due to the effect of compensation expense recognized ($1,119,000 in the first
quarter of 1998 compared to $87, 000 in the same quarter of the prior year) in
relation to stock options exercised in each period. The effect of the increase
was partially offset by the impact of staff retirements in the last half of
1997.
Interest expense in the first quarter of 1998 was $1,090,000 compared
to interest expense of $694,000 in the first quarter of 1997. Increased
borrowing needs were related to increased inventory and receivable levels at the
Bush Hog and Verson divisions. Increase borrowing needs were primarily due to
fixed asset additions over the last twelve months have resulted in increased
borrowing needs as well as the impact of decreased customer deposits and
progress payments against press orders at the Verson division.
Reference is made to Note 5 of Notes to Consolidated Condensed
Financial Statements for an analysis of Other (income) expense in the first
quarter of 1998 and 1997. It should be noted that "Litigation
settlements/insurance provisions" in the first quarter of 1997 included income
of $1,550,000 from the settlement of an environmental claim against the former
owner of an idle facility, and additional expenses of approximately $1,950,000
related primarily to product liability claims of certain former divisions of the
Company.
FINANCIAL CONDITION AND LIQUIDITY
- - ---------------------------------
Working capital at March 31, 1998 was $47,685,000 (current ratio of
1.34 to 1.0) compared to working capital of $46,213,000 (current ratio of 1.48
to 1.0) at December 31, 1997. Net receivables increased by $19,802,000 since the
end of 1997. The vast majority of this increase was associated with the Bush Hog
division where cash collections are dependent upon the retail sale of the
product by the dealer. Sales to dealers are typically strong in the first
quarter of the year or just
<PAGE>
prior to the use season by the farmer. Extended payment terms are offered to
dealers in the form of floor plan financing which is customary in the industry.
On a consolidated basis, inventory levels have increased by $25,055,000 since
the end of 1997. The majority of the increase was related to the Verson
division. This increase was the direct result of the number and the extent of
jobs in process as well as the effects of delivery date extensions. Inventory
levels at the Bush Hog division have also increased since the end of 1997 as a
result of increased production associated with product demand increases.
Fixed asset additions in the first quarter of 1998 totaled $7,077,000.
The majority of these additions were represented by construction costs
associated with a $28,000,000 expansion project at the Verson division. This
project will more than double the size of Verson's assembly facility and will
increase the division's capacity by approximately 35%. Expenditures for
production machinery and equipment at both the Bush Hog and Verson divisions
were also made in the first quarter of the year. It is anticipated that this
equipment will result in reduced manufacturing costs and improvements in product
quality.
Net borrowings under the Company's Amended and Restated Credit
Agreement increased by $29,200,000 since the end of 1997. These borrowings,
along with internally generated cash, were used to finance working capital needs
and fixed asset additions noted above.
As of March 31, 1998, the Company had cash balances of $1,273,000 and
additional funds of $43,463,000 available under its Amended and Restated Credit
Agreement. Significant capital will be required to complete the expansion
project at the Verson division as noted above. In addition, funds will be
required for the purchase of the Great Bend Manufacturing Company during the
second quarter of 1998 - see Subsequent Event below. The Company believes that
the projected positive cash flow from the collection of Bush Hog and Verson
receivables in the coming months ahead and funds available under the Amended and
Restated Credit Agreement are adequate to finance its operations and capital
expenditures in the near future. During the first quarter of 1998, the Company
has been in compliance with all provisions of loan agreements in effect.
IMPACT FROM NOT YET EFFECTIVE RULES
- - -----------------------------------
In June 1997, the FASB issued No. SFAS 131 - Disclosures about Segments
of an Enterprise and Related Information. This statement establishes standards
for the way that public business enterprises report information about operating
segments in interim financial reports issued to shareholders subsequent to
initial annual financial statement disclosure. It also establishes standards for
related disclosures about products and services, geographic areas and major
customers. This statement is effective for financial statements for periods
beginning after December 15, 1997.
Comparative information for earlier years is also to be presented.
<PAGE>
In February 1998, the FASB issued SFAS No. 132-Employers' Disclosures
About Pensions and Other Postretirement Benefits. This Statement revises
employers' disclosures about pension and other postretirement benefit plans. It
does not change the measurement or recognition of these plans. It standardizes
the disclosure requirements for pension and other postretirement benefits to the
extent practicable, requires additional information on changes in the benefit
obligations and fair value of plan assets that will facilitate financial
analysis, and eliminates certain disclosures that are no longer as useful as
they were when other related SFAS were issued. The Company is in the process of
evaluating the impact of these statements on its financial reporting.
SUBSEQUENT EVENT
- - ----------------
On March 30, 1998, the Company announced that it had reached a
definitive agreement to purchase substantially all of the assets of Great Bend
Manufacturing Company located in Great Bend, Kansas. Great Bend manufactures and
sells tractor-mounted front-end loaders, which are used principally in
agricultural applications. Subsequent to the end of the first quarter of 1998,
the Company completed the purchases of this operation from Owosso Corporation.
The purchase price was approximately $10,000,000 cash.
On April 23, 1998, the Company announced that it had acquired for cash
the assets of Universal Turf Equipment Corporation located in Opp, Alabama.
Universal manufactures and sells turf maintenance implements including reel
mowers, verti-cut mowers, reel grinders and spraying equipment.
SAFE HARBOR STATEMENT
- - ---------------------
Statements contained within the Management Discussion and Analysis of
Financial Condition and Results of Operations that relate to future operating
periods are subject to risks and uncertainties that could cause actual results
to differ from management's projections. Operations of the Company include the
manufacturing and sale of agricultural and industrial machinery. In relation to
the Bush Hog division, forward-looking statements involve certain factors that
are subject to change. These elements encompass interrelated factors that affect
farmers and cattle ranchers' confidence, including demand for agricultural
products, grain stock levels, commodity prices, weather conditions, crop and
animal diseases, crop yields, farm land values and government farm programs.
Other factors affecting all operations of the Company include actions of
competitors in the industries served by the Company, production difficulties
including capacity and supply constraints, labor relations, interest rates and
other risks and uncertainties. The Company's outlook is based upon assumptions
relating to the factors discussed above.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibit and Reports on Form 8-K
-------------------------------
(a) Exhibits - See Exhibit Index included herein.
(b) Reports on Form 8-K - there were no reports on Form 8-K for the
three months ended March 31, 1998.
<PAGE>
SIGNATURES
- - ----------
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.
ALLIED PRODUCTS CORPORATION
---------------------------
(REGISTRANT)
August 3, 1999 Robert J. Fleck
- - -------------- -----------------------------------------------
Robert J. Fleck
Vice President- Accounting and Chief Accounting
& Administrative Officer
August 3, 1999 Mark C. Standefer
- - -------------- -----------------------------------------------
Mark C. Standefer
Vice President, General Counsel & Secretary
<PAGE>
ALLIED PRODUCTS CORPORATION
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBITS
- - ----------- -----------------------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS STATEMENT CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT MARCH 31, 1998 AND THE CONSOLIDATED STATEMENT OF
INCOME AND THE CONSOLIDATED STATEMENT OF CASH FLOW FOR THE THREE MONTHS ENDED
MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0000003941
<NAME> ALLIED PRODUCTS CORPORATION
<MULTIPLIER> 1,000
<CURRENCY> U.S.DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1.000
<CASH> 1,273
<SECURITIES> 0
<RECEIVABLES> 75,097
<ALLOWANCES> 566
<INVENTORY> 98,478
<CURRENT-ASSETS> 187,512
<PP&E> 101,398
<DEPRECIATION> 50,150
<TOTAL-ASSETS> 246,769
<CURRENT-LIABILITIES> 139,827
<BONDS> 602
0
0
<COMMON> 140
<OTHER-SE> 93,646
<TOTAL-LIABILITY-AND-EQUITY> 246,769
<SALES> 62,831
<TOTAL-REVENUES> 62,831
<CGS> 43,676
<TOTAL-COSTS> 43,676
<OTHER-EXPENSES> 10,752
<LOSS-PROVISION> 49
<INTEREST-EXPENSE> 1,090
<INCOME-PRETAX> 8,403
<INCOME-TAX> 3,073
<INCOME-CONTINUING> 5,330
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,330
<EPS-BASIC> .45
<EPS-DILUTED> .44
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
***RESTATED FINANCIAL DATA SCHEDULE***
- - --------------------------------------
THIS STATEMENT CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT MARCH 31, 1997 AND THE CONSOLIDATED STATEMENT OF
INCOME AND THE CONSOLIDATED STATEMENT OF CASH FLOW FOR THE THREE MONTHS ENDED
MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0000003941
<NAME> ALLIED PRODUCTS CORPORATION
<MULTIPLIER> 1,000
<CURRENCY> U.S.DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1.000
<CASH> 1,141
<SECURITIES> 0
<RECEIVABLES> 80,454
<ALLOWANCES> 637
<INVENTORY> 55,772
<CURRENT-ASSETS> 151,432
<PP&E> 90,703
<DEPRECIATION> 50,949
<TOTAL-ASSETS> 199,962
<CURRENT-LIABILITIES> 106,137
<BONDS> 441
0
0
<COMMON> 94
<OTHER-SE> 85,528
<TOTAL-LIABILITY-AND-EQUITY> 199,962
<SALES> 72,881
<TOTAL-REVENUES> 72,881
<CGS> 54,623
<TOTAL-COSTS> 54,623
<OTHER-EXPENSES> 9,703
<LOSS-PROVISION> 19
<INTEREST-EXPENSE> 694
<INCOME-PRETAX> 8,555
<INCOME-TAX> 3,049
<INCOME-CONTINUING> 5,506
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,506
<EPS-BASIC> .45
<EPS-DILUTED> .44
</TABLE>
