<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
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 0-22368
Atchison Casting Corporation
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Kansas 48-1156578
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
400 South Fourth Street, Atchison, Kansas 66002
- ----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (913) 367-2121
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 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 .
--- ---
There were 5,531,775 shares of common stock, $.01 par value per share,
outstanding on November 5, 1996.
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS.
ATCHISON CASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
<TABLE>
<CAPTION>
September 30, June 30,
1996 1996
------------- --------
ASSETS
------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $3,204 $7,731
Customer accounts receivable, net of allowance for 30,209 32,224
doubtful accounts of $269 and $295, respectively
Inventories 25,024 24,357
Deferred income taxes 1,902 1,985
Other current assets 2,237 1,968
------------ ------------
Total current assets 62,576 68,265
PROPERTY, PLANT AND EQUIPMENT, Net 74,028 72,160
INTANGIBLE ASSETS, Net 18,251 18,441
DEFERRED CHARGES, Net 409 440
OTHER ASSETS 2,913 2,878
------------ ------------
TOTAL $158,177 $162,184
------------ ------------
------------ ------------
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
ATCHISON CASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Cont'd)
(In Thousands)
<TABLE>
<CAPTION>
September 30, June 30,
1996 1996
------------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $8,994 $8,483
Accrued expenses 20,232 22,583
Current maturities of long-term obligations 893 780
----------- ------------
Total current liabilities 30,119 31,846
LONG-TERM OBLIGATIONS 31,255 34,655
DEFERRED INCOME TAXES 12,783 12,686
OTHER LONG-TERM OBLIGATIONS 1,207 1,207
EXCESS OF ACQUIRED NET ASSETS OVER COST, Net 867 922
POST RETIREMENT OBLIGATION OTHER THAN PENSION 5,530 5,414
MINORITY INTEREST IN SUBSIDIARIES 791 800
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, 2,000,000 - -
authorized shares; no shares issued and outstanding
Common stock, $.01 par value, 19,300,000 56 56
authorized shares; 5,567,111 and 5,564,914
shares issued and outstanding including
treasury shares, respectively
Class A common stock (non-voting), $.01 par value - -
700,000 authorized shares; no shares issued and
outstanding
Additional paid-in capital 42,189 42,159
Retained earnings 33,653 32,712
Minimum pension liability adjustment (293) (293)
Accumulated foreign currency translation adjustme 20 20
----------- ------------
75,625 74,654
Less shares held in treasury:
Common stock, 36,002 shares, at cost - -
----------- ------------
Total stockholders' equity 75,625 74,654
----------- ------------
TOTAL $158,177 $162,184
----------- -----------
----------- -----------
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
ATCHISON CASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Share Data)
Three Months End
September 3,
1996 1995
------------ -----------
NET SALES $48,998 $36,987
COST OF GOODS SOLD 42,357 31,232
------------ -----------
GROSS PROFIT 6,641 5,755
OPERATING EXPENSES:
Selling, general and administrative 4,264 3,351
Amortization of intangibles 139 361
Other income (Note 4) - (9,768)
------------ -----------
Total operating expenses 4,403 (6,056)
------------ -----------
OPERATING INCOME 2,238 11,811
INTEREST EXPENSE 586 638
MINORITY INTEREST IN NET INCOME(LOSS) (9) 35
OF SUBSIDIARIES
------------ -----------
INCOME BEFORE TAXES 1,661 11,138
INCOME TAXES 720 4,293
------------ -----------
NET INCOME $941 $6,845
------------ -----------
------------ -----------
NET INCOME PER COMMON AND
EQUIVALENT SHARES $0.17 $1.24
------------ -----------
------------ -----------
WEIGHTED AVERAGE NUMBER OF COMMON AND
EQUIVALENT SHARES OUTSTANDING 5,540,669 5,510,483
------------ -----------
------------ -----------
See Notes to Consolidated Financial Statements.
<PAGE>
ATCHISON CASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(In Thousands)
Three Months End
September 3
1996 1995
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $941 $6,845
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation and amortization 1,864 1,637
Minority interest in net income(loss) of
subsidiaries (8) 33
(Gain)loss on disposal of capital assets 2 (7)
Accretion of long-term obligations discount - 42
Deferred income taxes 180 961
Changes in assets and liabilities:
Receivables 2,018 (2,422)
Insurance receivable - 6,137
Inventories (655) (2,130)
Other current assets (303) (905)
Accounts payable 509 1,183
Accrued expenses (2,356) 1,014
Post-retirement obligation other
than pension 116 (33)
Other (7) (34)
--------- --------
Cash provided by operating activities 2,301 12,321
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (3,591) (2,716)
Proceeds from sale of capital assets - 7
Assets held for resale (2) (17)
--------- ---------
Cash used in investing activities (3,593) (2,726)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 30 318
Payments on long-term obligations (7)
Proceeds from issuance of long-term obligations 920
Net repayments under revolving loan note (4,176) (8,930)
---------- ---------
Cash used in financing activities (3,233) (8,612)
EFFECT OF EXCHANGE RATE ON CASH (2) 4
--------- ---------
NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS ($4,527) $987
CASH AND CASH EQUIVALENTS, Beginning of period 7,731 759
--------- ---------
CASH AND CASH EQUIVALENTS, End of period $3,204 $1,746
--------- ---------
--------- ---------
CASH PAID DURING THE PERIOD FOR:
Interest $1,095 $1,141
--------- ---------
--------- ---------
Income taxes $1,217 $340
--------- ---------
--------- ---------
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES:
Unexpended bond funds ($24)
----------
----------
See Notes to Consolidated Financial Statements.
<PAGE>
ATCHISON CASTING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Accounting Policies and Basis of Presentation
The unaudited consolidated financial statements should be read in
conjunction with the consolidated financial statements of the Company for
the year ended June 30, 1996, as included in the Company's 1996 Annual
Report to Stockholders.
The accompanying unaudited consolidated financial statements include all
adjustments (consisting only of normal recurring accruals) which, in the
opinion of management, are necessary for a fair presentation of financial
position, results of operations and cash flows. Results of operations for
interim periods are not necessarily indicative of results to be expected
for a full year.
Certain September 30, 1995 amounts have been reclassified to conform with
September 30, 1996 classifications.
2. Inventories
As of
____________________________
September 30, June 30,
1996 1996
---- ----
(Thousands)
Raw materials $ 3,926 $ 3,589
Work-in-process 16,025 16,677
Finished goods 2,164 1,455
Deferred supplies 2,909 2,636
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$25,024 $24,357
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------- -------
3. Income Taxes
The provision for income taxes consisted of:
Three Months Ended
September 30,
1996 1995
---- ----
(Thousands)
Current:
Domestic $ 493 $ 3,299
Foreign 47 33
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$ 540 $ 3,332
Deferred:
Domestic $ 180 $ 961
Foreign ---- ----
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$ 180 $ 961
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Total $ 720 $ 4,293
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4. Other Income
The Company's fiscal 1996 first quarter results included a $9.9 million
($11.0 million before deduction of fees paid to consultants who assisted in
the development of the claim and amounts recovered for the repair and
replacement of property) partial insurance payment recorded by the Company
covering the period of July 1, 1994 through June 30, 1995. This payment,
by the Company's insurance carrier, resulted from the business interruption
portion of the Company's insurance claim filed as a result of the July 1993
Missouri River flood.
5. Subsequent Events
On October 1, 1996, the Company purchased all of the outstanding capital
stock of Los Angeles Die Casting Inc. ("LA Die"), a California corporation,
for $8.8 million in cash. LA Die, located in Los Angeles, California,
produces precision aluminum and zinc die castings for the computer,
communications and recreation industries. The Company financed this
transaction with funds available under its revolving credit facility.
On October 26, 1996, the Company purchased all of the outstanding capital
stock of Canada Alloy Castings, Ltd. ("Canada Alloy") for $4.3 million
(U.S.) in cash. Canada Alloy, located in Kitchener, Ontario, produces
stainless, carbon and alloy steel castings for a variety of markets,
including power generation equipment, pulp and paper machinery, pumps and
valves. The Company financed this transaction with funds available under
its revolving credit facility.
On October 31, 1996, the Company purchased all of the outstanding capital
stock of Pennsylvania Steel Foundry & Machine Company ("Penn Steel"), a
Pennsylvania corporation, for $9.0 million in cash. Penn Steel, located in
Hamburg, Pennsylvania, produces carbon and stainless steel castings for the
power generation, valve, pump and other industrial equipment markets. The
Company financed this transaction with funds available under its revolving
credit facility.
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS:
Net sales for the first quarter of fiscal 1997 were $49.0 million, representing
an increase of $12.0 million, or 32.5%, over net sales of $37.0 million in the
first quarter of fiscal 1996. The operations acquired by the Company in fiscal
1996 generated net sales of $8.0 million in the first quarter of fiscal 1997, as
follows:
FY96 First Quarter
Operation Date Acquired Net Sales
--------- ------------- ---------
La Grange Foundry Inc. December 14, 1995 $4.9 million
The G&C Foundry Company March 11, 1996 3.1 million
Excluding the $8.0 million of net sales attributable to the operations acquired
in fiscal 1996, net sales for the first quarter of fiscal 1997 were $41.0
million, representing an increase of $4.0 million, or 10.8%, as compared to the
first quarter of fiscal 1996. This 10.8% increase in net sales was due
primarily to increases in net sales to the mining and construction, energy and
utility markets.
Gross profit for the first quarter of fiscal 1997 increased by $886,000, or
15.4%, to $6.6 million, or 13.6% of net sales, compared to $5.8 million, or
15.6% of net sales, for the first quarter of fiscal 1996. The increase in gross
profit was primarily due to increased sales volume levels. The decrease in
gross profit as a percentage of net sales is attributable to: (i) lost
production and expenses associated with the conversion from cupola to electric
melting at The G&C Foundry Company ("G&C"), (ii) a change in product mix and
(iii) costs associated with the conversion of Empire Steel Castings, Inc.
("Empire") from a steel casting to an iron casting manufacturing facility.
Partially offsetting these factors were higher maintenance costs in the first
quarter of fiscal 1996 associated with deferred maintenance expense on two newly
acquired foundries and increased maintenance costs related to regularly
scheduled July shut-downs at the Company's other facilities and non-recurring
costs in the first quarter of fiscal 1996 associated with the transfer to the
Company's Amite facility in Louisiana of production from a foundry purchased in
May 1995.
Selling, general and administrative expenses for the first quarter of fiscal
1997 were $4.3 million, or 8.7% of net sales, as compared to $3.4 million, or
9.1% of net sales, in the first quarter of fiscal 1996. The increase in
selling, general and administrative expense was primarily attributable to
expenses associated with the operations acquired by the Company in fiscal 1996.
The decrease in selling, general and administrative expense as a percentage of
net sales was primarily due to the increase in net sales.
Amortization of certain intangibles for the first quarter of fiscal 1997 was
$139,000, or 0.3% of net sales, as compared to $361,000, or 1.0% of net sales,
in the first quarter of fiscal 1996. The intangible assets consist of goodwill
recorded in connection with the acquisitions of Prospect Foundry, Inc., Kramer
International, Inc., Empire and G&C. During fiscal 1996, the intangible assets
included the capitalized value of a non-compete agreement with Rockwell
International, which became fully amortized in June 1996. Partially offsetting
the expense relating to the amortization of these assets is the amortization of
the excess of acquired net assets over cost
<PAGE>
(negative goodwill) recorded by the Company in connection with the acquisition
of Canadian Steel Foundries, Ltd.
Other income in the first quarter of fiscal 1996 was $9.8 million ($6.0 million,
net of related income tax expense of $3.8 million), consisting primarily of a
$9.9 million ($11.0 million before deduction of fees paid to consultants who
assisted in the development of the claim and amounts recovered for the repair
and replacement of property) partial payment by the Company's insurance carrier.
The payment resulted from the business interruption portion of the Company's
insurance claim filed as a result of the July 1993 Missouri River flood.
Interest expense for the first quarter of fiscal 1997 decreased to $586,000, or
1.2% of net sales, from $638,000, or 1.7% of net sales, in the first quarter of
fiscal 1996. The decrease in interest expense is primarily the result of lower
average interest rates on the Company's outstanding indebtedness.
Income tax expense for the first quarter of fiscal 1997 has been provided at
combined federal and state statutory rate of approximately 43%. Income tax
expense for the first quarter of fiscal 1996 was provided at the combined
federal and state statutory rate of approximately 39%.
As a result of the foregoing factors, net income decreased by $5.9 million, from
net income of $6.8 million in the first quarter of fiscal 1996 to net income of
$941,000 in the first quarter of fiscal 1997.
LIQUIDITY AND CAPITAL RESOURCES:
Cash provided by operating activities for the first quarter of fiscal 1997 was
$2.3 million, a decrease of $10.0 million from the first quarter of fiscal 1996.
This decrease was primarily attributable to a decrease in net income and the
collection, in the first quarter of fiscal 1996, of a $6.1 million insurance
receivable balance.
Working capital was $32.5 million at September 30, 1996, as compared to $36.4
million at June 30, 1996. The decrease primarily resulted from an application
of existing cash balances to outstanding long-term indebtedness balances.
During the first quarter of fiscal 1997 the Company made capital expenditures of
$3.6 million, as compared to $2.7 million for the first quarter of fiscal 1996.
Included in the first quarter of fiscal 1997 were capital expenditures of $1.2
million at G&C, primarily relating to the conversion from cupola to electric
melting. The balance of capital expenditures was used for routine projects at
each of the Company's facilities.
Total indebtedness of the Company at September 30, 1996 was $32.1 million, as
compared to $35.4 million at June 30, 1996. This decrease of $3.3 million
primarily reflects the payment of outstanding indebtedness using available cash
balances.
On October 1, 1996, the Company purchased all of the outstanding capital stock
of Los Angeles Die Casting Inc. ("LA Die"), a California corporation, for $8.8
million in cash. LA Die, located in Los Angeles, California, produces precision
aluminum and zinc die castings for the computer, communications and recreation
industries. The Company financed this transaction with funds available under
its revolving credit facility.
On October 26, 1996, the Company purchased all of the outstanding capital stock
of Canada Alloy Castings, Ltd. ("Canada Alloy") for $4.3 million (U.S.) in cash.
Canada Alloy, located in Kitchener, Ontario, produces stainless, carbon and
alloy steel castings for a variety of markets,
<PAGE>
including power generation equipment, pulp and paper machinery, pumps and
valves. The Company financed this transaction with funds available under its
revolving credit facility.
On October 31, 1996, the Company purchased all of the outstanding capital stock
of Pennsylvania Steel Foundry & Machine Company ("Penn Steel"), a Pennsylvania
corporation, for $9.0 million in cash. Penn Steel, located in Hamburg,
Pennsylvania, produces carbon and stainless steel castings for the power
generation, valve, pump and other industrial equipment markets. The Company
financed this transaction with funds available under its revolving credit
facility.
The Company anticipates that its operating cash flow and amounts available under
its bank revolving credit facility will be adequate to fund capital expenditures
and working capital requirements for the next two years.
<PAGE>
PART II
ITEM 1 - Legal Proceedings
NOT APPLICABLE
ITEM 2 - Changes in Securities
NOT APPLICABLE
ITEM 3 - Defaults Upon Senior Securities
NOT APPLICABLE
ITEM 4 - Submission of Matters to a Vote of Security Holders
NOT APPLICABLE
ITEM 5 - Other Information
NOT APPLICABLE
ITEM 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(B) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the
quarter ended September 30, 1996.
<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.
Atchison Casting Corporation
----------------------------
(Registrant)
DATE: November 5, 1996 /s/ HUGH H. AIKEN
------------------------------
Hugh H. Aiken, Chairman of the
Board, President and Chief
Executive Officer
DATE: November 5, 1996 /s/ KEVIN T. MCDERMED
------------------------------
Kevin T. McDermed, Vice President,
Chief Financial Officer, Treasurer
and Secretary
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1997
<CASH> 3204
<SECURITIES> 0
<RECEIVABLES> 30209
<ALLOWANCES> 269
<INVENTORY> 25024
<CURRENT-ASSETS> 62576
<PP&E> 92875
<DEPRECIATION> 18847
<TOTAL-ASSETS> 158177
<CURRENT-LIABILITIES> 30199
<BONDS> 0
0
0
<COMMON> 56
<OTHER-SE> 75569
<TOTAL-LIABILITY-AND-EQUITY> 158177
<SALES> 48998
<TOTAL-REVENUES> 48998
<CGS> 42357
<TOTAL-COSTS> 4403
<OTHER-EXPENSES> (9)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 586
<INCOME-PRETAX> 1661
<INCOME-TAX> 720
<INCOME-CONTINUING> 941
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 941
<EPS-PRIMARY> 0.17
<EPS-DILUTED> 0.17
</TABLE>
