ATHEY PRODUCTS CORP
10-Q, 1996-05-15
MOTOR VEHICLES & PASSENGER CAR BODIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

                      QUARTERLY REPORT UNDER SECTION 13 OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934


                              For the Quarter Ended
                                 March 31, 1996
                          Commission File Number 1-2723

                           ATHEY PRODUCTS CORPORATION
- - --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

                  Delaware                               36-0753480
   (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                    Identification No.)


Route 1-A North, P. O. Box 669, Raleigh, North Carolina             27602
- - --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                          (Zip Code)

Registrant's Telephone Number, Including Area Code:              919-556-5171

                                                             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 the  Securities  and 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 ___.

Number of Common Shares Outstanding as of  March 31, 1996:           3,973,459
                                           --------------            ----------


<PAGE>




                           ATHEY PRODUCTS CORPORATION

                                    I N D E X


                                                                       Page
                                                                      Number


PART I.  FINANCIAL INFORMATION

         Item 1.    Financial Statements

                    Balance Sheets as of  March 31, 1996
                         (unaudited) and December 31, 1995.             3 & 4

                  Statements of Operations  for the three
                         months ended March 31, 1996 (unaudited)
                         and March 31, 1995 (unaudited).                5

                   Statements of Cash Flows for the three
                          months ended March 31, 1996
                         (unaudited) and March 31, 1995 (unaudited).    6

                         Notes to Financial Statements.                 7

         Item 2.  Management's Discussion and Analysis of Financial
                             Condition and Results of Operations        8 & 9


PART II.          OTHER INFORMATION                                     10



                                      - 2 -

<PAGE>


                           ATHEY PRODUCTS CORPORATION
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                 March 31, 1996    December 31, 1995
                                                                 --------------    -----------------
                                                                  (Unaudited)

<S>                                                                 <C>             <C>         
ASSETS
   CURRENT ASSETS:
      Cash and cash equivalents                                     $    180,169    $  3,072,088
      Accounts receivable (less allowances for doubtful receivables    
         of $300,000 and $300,000 in 1996 and 1995, respectively)      6,243,772       2,369,107
      Inventories                                                     16,717,195      17,022,201
      Prepaid expenses                                                   208,962         179,054
      Refundable Income Taxes                                            531,000         531,517
      Deferred income taxes                                              806,435         834,100
                                                                    ------------    ------------  
            Total current assets                                      24,687,533      24,008,067
                                                                    ------------    ------------  

   OTHER ASSETS:
      Marketable securities (including unrealized holding gain of
         $313,302 and  $5,699 in 1996 and 1995, respectively)          1,259,053         951,450
      Goodwill                                                           200,000         200,000
      Other                                                               24,357          24,358
                                                                    ------------    ------------  
            Total other assets                                         1,483,410       1,175,808
                                                                    ------------    ------------  

   PROPERTY, PLANT AND EQUIPMENT:
      Land and land improvements                                          47,785         319,769
      Buildings                                                        3,468,837       4,017,505
      Machinery and equipment                                          5,141,438       6,359,255
                                                                    ------------    ------------  
                                                                       8,658,060      10,696,529
      Less accumulated depreciation                                   (5,150,781)     (6,554,487)
                                                                    ------------    ------------  
            Total property, plant and equipment, net                   3,507,279       4,142,042
                                                                    ------------    ------------  

                                                                    $ 29,678,222    $ 29,325,917
                                                                    ============    ============
</TABLE>


   See notes to financial statements.

                                         - 3 -


<PAGE>




                           ATHEY PRODUCTS CORPORATION
                                 BALANCE SHEETS



<TABLE>
<CAPTION>

                                                           March 31, 1996    December 31, 1995
                                                           --------------    -----------------
                                                           (Unaudited)

<S>                                                      <C>                              <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
   CURRENT LIABILITIES:
      Current portion of obligations under capital lease    $   31,592           $   42,012
      Accounts payable                                       1,653,679            1,890,865
      Employee compensation and amounts withheld               459,210              444,116
      Accrued pension and other expenses                       526,336              543,635
      Warranty reserve                                         670,420              635,500
      Income taxes payable                                     234,185                    -
                                                          ------------          -----------
            Total current liabilities                        3,575,422            3,556,128
                                                          ------------          -----------

   NONCURRENT LIABILITIES:
      Obligations under capital lease                           57,419               57,419
      Deferred income taxes                                    323,390              464,500
                                                          ------------          -----------
            Total noncurrent liabilities                       380,809              521,919
                                                          ------------          -----------

   SHAREHOLDERS' EQUITY:
      Common stock, par value $2 per share:
         Authorized 10,000,000 shares;
         Issued 4,020,459 shares                             8,040,918            8,040,918
      Additional paid-in capital                            16,218,394           16,218,394
      Retained earnings                                      1,460,398            1,189,359
      Unrealized gain on marketable securities
         available-for-sale, net of related tax effect         206,843                3,761
      Less cost of 47,000 common shares in treasury           (204,562)            (204,562)
                                                          ------------          -----------
            Total shareholders' equity                      25,721,991           25,247,870
                                                          ------------          -----------

                                                          $ 29,678,222          $29,325,917
                                                          ============          ===========
</TABLE>




   See notes to financial statements.

                                         - 4 -


<PAGE>


                           ATHEY PRODUCTS CORPORATION
                            STATEMENTS OF OPERATIONS


                                       Three Months Ended    Three Months Ended
                                          March 31, 1996        March 31, 1995
                                       ------------------     ----------------
                                           (Unaudited)            (Unaudited

NET SALES                              $   9,021,033          $  10,494,108
Cost of Goods Sold                         7,557,489              8,223,505
                                       -------------          -------------
Gross profit                               1,463,544              2,270,603
Selling, administrative and
   engineering expenses                    1,538,699              1,645,472
                                       -------------          -------------
Earnings (loss) from operations              (75,155)               625,131


Other income                                 367,406                 68,353

Other expenses                                 4,502                 11,103
                                       -------------          -------------
Earnings before income taxes                 287,749                682,381

Income tax expense                            16,710                232,000
                                       -------------          -------------

NET EARNINGS                           $     271,039          $     450,381
                                       -------------          -------------


NET EARNINGS PER SHARE                 $        0.07          $        0.11
                                       -------------          -------------

WEIGHTED AVERAGE SHARES
   OUTSTANDING                             3,973,459              3,973,459
                                       -------------          -------------





See notes to financial statements.

                                       - 5 -



<PAGE>



                           ATHEY PRODUCTS CORPORATION
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                             Three Months Ended    Three Months Ended
                                               March 31, 1996         March 31, 1995
                                             ------------------     ----------------
                                                   (Unaudited)            (Unaudited

<S>                                          <C>                    <C>          
OPERATING ACTIVITIES:
   Net earnings                              $     271,039          $     450,381
   Adjustments to reconcile net earnings
         to net cash provided by (used in)
         operating activities:
      Depreciation and amortization                107,001                102,136
      Provision for deferred income taxes         (217,996)                30,000
      (Gain) loss on sale of equipment            (237,144)                   960
   Changes in operating assets and liabilities:
      Accounts receivable                       (3,874,665)             2,202,664
      Inventories                                  305,006                384,139
      Prepaid expenses and other assets            (29,907)                84,643
      Refundable income taxes                          517                 -
      Accounts payable                            (237,186)              (720,400)
      Employee compensation and amounts withheld    15,094                  1,309
      Accrued pension and other expenses           (17,299)                84,391
      Warranty reserve                              34,920                (30,445)
      Income taxes payable                         234,185                 90,221
                                                ----------              ---------
   Net cash provided by (used in) operating 
        activities                              (3,646,405)             2,679,999
                                                ----------              ---------

INVESTING ACTIVITIES:
   Purchase of plant and equipment                (163,325)               (89,494)
   Proceeds from sale of property and equipment    928,231                 47,643
                                                ----------              ---------
   Net cash provided by (used in) investing 
        activities                                 764,906                (41,851)
                                                ----------              ---------

FINANCING ACTIVITIES:
   Principal paid on obligations under capital 
        lease                                      (10,420)               (13,613)
                                                ----------              ---------
   Net cash used in financing 
        activities                                 (10,420)               (13,613)
                                                ----------              ---------

NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                         (2,891,919)             2,624,535

CASH AND CASH EQUIVALENTS,
   BEGINNING OF PERIOD                           3,072,088              2,645,641
                                                ----------              ---------

CASH AND CASH EQUIVALENTS,
   END OF PERIOD                             $     180,169          $   5,270,176
                                                ----------              ---------

SUPPLEMENTAL CASH FLOW DISCLOSURES

   Income taxes paid (recoveries)            $           -          $           -
                                                ----------              ---------

   Interest paid                             $       3,649          $       2,750
                                                ----------              ---------

</TABLE>

See notes to financial statements.

                                             - 6 -

<PAGE>


                           ATHEY PRODUCTS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS



I.   The condensed  financial  statements  included herein have been prepared by
     Athey Products Corporation (the "Company"),  without audit, pursuant to the
     rules and  regulations of the Securities and Exchange  Commission.  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;  however,  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 for the year ended December 31, 1995.

II.  The  financial  information  reflects  all  adjustments  which are,  in the
     opinion of Management,  necessary to a fair presentation of the results for
     the interim period presented.

III. Earnings per share are computed on the basis of the weighted average number
     of shares outstanding during the period, which were 3,973,459. Certain 1995
     financial statement amounts have been reclassified to conform with the 1996
     presentation with no effect on net income.




                                      - 7 -

<PAGE>


                           ATHEY PRODUCTS CORPORATION

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS.
         --------------------------------------------------

RESULTS OF OPERATIONS

During  1995,  a  restructuring  program  was  developed  that  is  intended  to
significantly reduce the Company's cost structure and improve productivity. This
restructuring   program   involved   reductions  in  the  number  of  employees,
consolidation of manufacturing  facilities,  and disposition of assets that were
no longer productive. Subsequent to year-end, in February, 1996, as part of this
restructuring  program,  the Company sold its South  Dakota  land,  building and
certain  inventory and  manufacturing  equipment.  The  remaining  inventory and
equipment   were   transferred   to  the  Company's   Raleigh,   North  Carolina
manufacturing plant.

Three Months Ended March 31, 1996 ("First Quarter 1996")

         as compared to

Three Months Ended March 31, 1995 ("First Quarter 1995")

The  Company's  net sales for the First  Quarter 1996 were  $9,021,033,  a 14.0%
decrease from the  $10,494,108  recorded in the First  Quarter  1995.  The sales
decline reflected a 9.5% decease in the number of sweepers shipped, as well as a
decrease in replacement part sales.  This decline in sweeper sales was primarily
attributable  to  the  severe  winter  weather   experienced  in  the  Company's
Northeastern  markets. The lower sales volume was partially offset by a slightly
higher  average unit selling  price.

Cost of Sales as a percentage  of net sales was 83.8% in the First  Quarter 1996
as  compared to 78.4% in the First  Quarter  1995.  The  increase in the cost of
sales was primarily due to  manufacturing  inefficiencies  resulting  from lower
unit volume,  introduction  of a new  regenerative  air sweeper product line and
commencement  of the production of selected  products in the Company's  Raleigh,
North Carolina facility transferred from the Company's South Dakota facility. In
addition,  cost of  sales in 1996  reflected  expenditures  associated  with the
disposal and write down to net realizable values of certain assets.

The Company's selling,  administrative  and engineering  expenses increased from
15.7% to 17.1% of net sales,  while in dollar terms they  decreased  $106,773 to
$1,538,699.  Approximately $127,000 of First Quarter 1996 expenses were related 
to the final two months of operations of the manufacturing facility in Sioux 
Falls, South Dakota.

Other  income for the First  Quarter 1996 was $367,406 as compared to $68,353 in
the First Quarter 1995. Included in other income  for  the  First  Quarter  1996
was  $234,355  which   represents  the  gain  from the  Company's  sale  of  its
South  Dakota  land,  building  and  certain related inventory and manufacturing
equipment.  The  Company  also  received  $85,343 in 1996 representing a prorata
distribution of reorganization  proceeds  in a  bankruptcy  case  in  which  the
Company  was a  creditor.  The Company had recorded $110,953 as a receivable, of
which  the  entire  amount  had been reserved at December 31, 1995. In addition,
interest  income declined from $67,020 in 1995 to $33,000 in 1996  due primarily
to a lower average investment in cash and cash equivalents  which  was partially
offset by slightly higher interest rates.


                                       -8-

<PAGE>


The 5.8% income tax expense  rate for the First  Quarter  1996  reflects a 30.2%
credit from the reduction in valuation allowance.

Net  earnings  after tax for the First  Quarter  1996 were  $271,039 or $.07 per
share, as compared to $450,381 or $.11 per share for the First Quarter 1995.


Effects of Inflation

The Company  attempts to minimize  the impact of  inflation  on  production  and
operating costs through cost control programs and productivity improvements. The
rate of inflation has not had significant impact on the Company's operations.
Prices  paid  for  raw  materials  and  other manufacturing inputs have remained
fairly stable  throughout this period.  On a longer-term basis, the Company has
demonstrated an ability to adjust the selling prices of its products in reaction
to changing costs.

Liquidity and Capital Resources

At March 31, 1996 the Company had working capital of  $21,112,111.  The ratio of
current assets to current  liabilities was 6.9 to 1 and the debt to equity ratio
was .15 to 1.

This compares to working  capital of  $20,451,939;  a ratio of current assets to
current  liabilities  of 6.8 to 1;  and a debt to  equity  ratio  of .16 to 1 at
December 31, 1995.

At March 31, 1996, cash and cash equivalents were $180,169, down $2,891,919 from
$3,072,088  at December  31,  1995,  with a  corresponding  increase in accounts
receivable

The Company generally relies upon internally  generated funds to satisfy working
capital requirements and to fund capital expenditures.  Other than utilizing the
available  line of credit as needed,  the  Company  does not  presently  plan to
borrow long-term funds or sell securities.

The  Company  believes  that  existing  working  capital,  cash flow from future
operations,  and the available bank line of credit provide adequate resources to
finance the cash requirements of future capital expenditures.


                                       -9-

<PAGE>


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.  None

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.  Exhibits and Reports on Form 8-K.  None.





                                   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.



                                         ATHEY PRODUCTS CORPORATION



Date:  May 14, 1996                      /s/ James H. Stumpo
- - ---------------------------              --------------------
                                         James H. Stumpo, President

Date:  May 14, 1996                       /s/ Franz M. Ahting
- - ---------------------------               -------------------
                                          Franz M. Ahting, V.P. Finance




                                     - 10 -

<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                         180,169
<SECURITIES>                                         0
<RECEIVABLES>                                6,543,772
<ALLOWANCES>                                 (300,000)
<INVENTORY>                                 16,717,195
<CURRENT-ASSETS>                            24,687,533
<PP&E>                                       8,658,060
<DEPRECIATION>                             (5,150,781)
<TOTAL-ASSETS>                              29,678,222
<CURRENT-LIABILITIES>                        3,575,422
<BONDS>                                              0
                                0
                                          0
<COMMON>                                    24,259,312
<OTHER-SE>                                   1,462,679
<TOTAL-LIABILITY-AND-EQUITY>                29,678,222
<SALES>                                      9,021,033
<TOTAL-REVENUES>                             9,021,033
<CGS>                                        7,557,489
<TOTAL-COSTS>                                1,583,699
<OTHER-EXPENSES>                                   702
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               3,800
<INCOME-PRETAX>                                287,749
<INCOME-TAX>                                    16,710
<INCOME-CONTINUING>                            271,039
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   271,039
<EPS-PRIMARY>                                     0.07
<EPS-DILUTED>                                     0.07
        

</TABLE>


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