<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 March 31, 1997
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 1-12541
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 5,540,422 shares of common stock, $.01 par value per share,
outstanding on April 25, 1997.
<PAGE>
PART I
ITEM 1. Financial Statements.
ATCHISON CASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
<TABLE>
<CAPTION>
March 31, June 30,
1997 1996
--------------- ---------------
ASSETS
----------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $2,444 $7,731
Customer accounts receivable, net of allowance for 40,366 32,224
doubtful accounts of $331 and $295, respectively
Inventories 31,347 24,357
Deferred income taxes 1,555 1,985
Other current assets 2,251 1,968
--------------- ---------------
Total current assets 77,963 68,265
PROPERTY, PLANT AND EQUIPMENT, Net 91,023 72,160
INTANGIBLE ASSETS, Net 22,108 18,441
DEFERRED CHARGES, Net 347 440
OTHER ASSETS 4,091 2,878
--------------- ---------------
TOTAL $195,532 $162,184
--------------- ---------------
--------------- ---------------
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
ATCHISON CASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Cont'd)
(In Thousands)
March 31, June 30,
1997 1996
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $11,322 $8,483
Accrued expenses 25,179 22,583
Current maturities of long-term obligations 946 780
---------- ----------
Total current liabilities 37,447 31,846
LONG-TERM OBLIGATIONS 53,269 34,655
DEFERRED INCOME TAXES 14,723 12,686
OTHER LONG-TERM OBLIGATIONS 1,680 1,207
EXCESS OF ACQUIRED NET ASSETS OVER COST, Net 741 922
POSTRETIREMENT OBLIGATION OTHER THAN PENSION 5,756 5,414
MINORITY INTEREST IN SUBSIDIARIES 1,094 800
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; 5,540,422 and 5,528,912
shares issued and outstanding, respectively
Class A common stock (non-voting), $.01 par - -
value 700,000 authorized shares; no shares
issued and outstanding
Additional paid-in capital 42,325 42,159
Retained earnings 38,886 32,712
Minimum pension liability adjustment (293) (293)
Accumulated foreign currency translation (152) 20
adjustment ---------- ----------
80,822 74,654
Less shares held in treasury:
Common stock, 36,002 shares, at cost - -
---------- ----------
Total stockholders' equity 80,822 74,654
---------- ----------
TOTAL $195,532 $162,184
---------- ----------
---------- ----------
See Notes to Consolidated Financial Statements.
<PAGE>
ATCHISON CASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Share Data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31, March 31,
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
NET SALES $66,313 $52,330 $176,933 $130,000
COST OF GOODS SOLD 54,337 44,478 148,205 111,547
---------- ---------- ---------- ----------
GROSS PROFIT 11,976 7,852 28,728 18,453
OPERATING EXPENSES:
Selling, general and administrative 6,000 3,848 15,230 10,911
Amortization of intangibles 182 387 503 1,131
Other income (Note 4) (1) (10,282)
---------- ---------- ---------- ----------
Total operating expenses 6,182 4,234 15,733 1,760
---------- ---------- ---------- ----------
OPERATING INCOME 5,794 3,618 12,995 16,693
INTEREST EXPENSE 937 784 2,400 2,056
MINORITY INTEREST IN NET INCOME 77 64 111 137
OF SUBSIDIARIES
---------- ---------- ---------- ----------
INCOME BEFORE TAXES 4,780 2,770 10,484 14,500
INCOME TAXES 1,918 1,307 4,310 5,860
---------- ---------- ---------- ----------
NET INCOME $2,862 $1,463 $6,174 $8,640
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
NET INCOME PER COMMON AND
EQUIVALENT SHARES: $0.51 $0.27 $1.11 $1.57
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
WEIGHTED AVERAGE NUMBER OF
COMMON AND EQUIVALENT
SHARES OUTSTANDING: 5,580,743 5,513,355 5,562,822 5,512,547
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
ATCHISON CASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(In Thousands)
<TABLE>
<CAPTION>
Nine Months Ended
March 31,
1997 1996
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $6,174 $8,640
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation and amortization 6,376 5,283
Minority interest in net income of subsidiaries 111 136
Gain on disposal of capital assets (5) (2)
Accretion of long-term obligations discount 131
Deferred income taxes 1,020 1,565
Changes in assets and liabilities:
Receivables (417) (1,935)
Inventories 740 (1,789)
Other current assets (53) (841)
Accounts payable (44) 1,611
Accrued expenses 148 (1,709)
Post retirement obligation other
than pension 342 101
Other 42 3
---------- ----------
Cash provided by operating activities 14,434 11,194
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (9,594) (8,892)
Payment for purchase of net assets of subsidiaries, (28,498) (13,251)
net of cash acquired of $142 and $1,778,
respectively
Proceeds from sale of capital assets 15 7
Payment for investments in unconsolidated subsidiaries (330) -
Advances under subordinated note receivable (400) -
Assets held for resale 1 (319)
---------- ----------
Cash used in investing activities (38,806) (22,455)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 166 461
Proceeds from sale of minority interest in subsidiaries 183 -
Payments on long-term obligations (613) (122)
Net borrowings under revolving loan note 18,073 14,460
Capitalized financing costs paid - (150)
Proceeds from issuance of long-term obligations 1,293 -
---------- ----------
Cash provided by financing activities 19,102 14,649
EFFECT OF EXCHANGE RATE ON CASH (17) (2)
---------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($5,287) $3,386
CASH AND CASH EQUIVALENTS, Beginning of period 7,731 759
---------- ----------
CASH AND CASH EQUIVALENTS, End of period $2,444 $4,145
---------- ----------
---------- ----------
CASH PAID DURING THE PERIOD FOR:
Interest $2,817 $2,386
---------- ----------
---------- ----------
Income taxes $2,794 $6,661
---------- ----------
---------- ----------
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES:
Unexpended bond funds ($473)
----------
----------
</TABLE>
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 March 31, 1996 amounts have been reclassified to conform with March
31, 1997 classifications.
2. Inventories
As of
----------------------------
March 31, June 30,
1997 1996
--------- --------
(Thousands)
Raw materials $ 5,629 $ 3,589
Work-in-process 18,607 16,677
Finished goods 3,671 1,455
Deferred supplies 3,440 2,636
--------- --------
$31,347 $24,357
--------- --------
--------- --------
3. Income Taxes
The provision for income taxes consisted of:
Nine Months Ended
March 31,
1997 1996
------ -------
(Thousands)
Current:
Domestic $2,797 $ 4,563
Foreign 493 (268)
------ -------
$3,290 $ 4,295
Deferred:
Domestic $1,020 $ 1,565
Foreign ---- ----
------ -------
$1,020 $ 1,565
------ -------
Total $4,310 $ 5,860
------ -------
------ -------
<PAGE>
4. Other Income
The Company's fiscal 1996 first nine months results included $10.6
million ($11.8 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) of partial insurance payments recorded by the
Company covering the period of July 1, 1994 through December 31, 1995. These
payments, 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. Acquisitions
On October 1, 1996, the Company purchased all of the outstanding capital
stock of Los Angeles Die Casting Inc. ("LA Die Casting"), a California
corporation, for $8.8 million in cash. LA Die Casting, 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 $4.4 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 ("Pennsylvania Steel"),
a Pennsylvania corporation, for $9.0 million in cash, subject to adjustment.
Pennsylvania 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.
On February 14, 1997, the Company purchased all of the outstanding
capital stock of Jahn Foundry Corp. ("Jahn Foundry"), a Massachusetts
corporation, for $6.2 million in cash. Jahn Foundry, located in Springfield,
Massachusetts, produces gray iron castings for the automotive, air
conditioning and agricultural markets. The Company financed this transaction
with funds available under its revolving credit facility.
6. Subsequent Event
The Company has filed a registration statement to offer 3,800,000 shares
of its common stock, including 1,770,976 shares being offered by a selling
stockholder, in an underwritten public offering. Net proceeds of the
offering will be used to reduce bank indebtedness and to fund future
acquisitions. The consummation of the offering will depend on a number of
conditions, some of which are outside the control of the Company, including
market conditions.
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS:
Net sales for the third quarter of fiscal 1997 were $66.3 million,
representing an increase of $14.0 million, or 26.8%, over net sales of $52.3
million in the third quarter of fiscal 1996. The operations acquired by the
Company since January 1, 1996 generated net sales of $755,000 and $16.1
million in the third quarter of fiscal 1996 and fiscal 1997, respectively, as
follows:
FY96 3RD QTR FY97 3RD QTR
OPERATION DATE ACQUIRED NET SALES NET SALES
--------- ------------- ------------ ------------
The G&C Foundry Company 03/11/96 $0.8 million $4.1 million
Los Angeles Die Casting Inc. 10/01/96 - 2.1 million
Canada Alloy Castings, Ltd. 10/26/96 - 2.4 million
Pennsylvania Steel Foundry 10/31/96 - 5.8 million
& Machine Company
Jahn Foundry Corp. 02/14/97 - 1.7 million
Excluding net sales generated by the operations acquired since January 1,
1996, net sales for the third quarter of fiscal 1997 were $50.2 million,
representing a decrease of $1.3 million, or 2.5%, from net sales of $51.5
million in the third quarter of fiscal 1996. This 2.5% decrease in net sales
was due primarily to decreases in net sales to the military and utility
markets, partially offset by an increase in net sales to the mining and
construction market.
Net sales for the first nine months of fiscal 1997 were $176.9 million,
representing an increase of $46.9 million, or 36.1%, over net sales of $130.0
million in the first nine months of fiscal 1996. The operations acquired by
the Company since the beginning of fiscal 1996 generated net sales of $6.4
million and $47.6 million in the first nine months of fiscal 1996 and fiscal
1997, respectively, as follows:
FY96 FIRST NINE FY97 FIRST NINE
MONTHS MONTHS
OPERATION DATE ACQUIRED NET SALES NET SALES
--------- ------------- --------------- ---------------
La Grange Foundry Inc. 12/14/95 $5.6 million $17.5 million
The G&C Foundry Company 03/11/96 0.8 million 10.2 million
Los Angeles Die Casting Inc. 10/01/96 - 4.5 million
Canada Alloy Castings, Ltd. 10/26/96 - 4.4 million
Pennsylvania Steel Foundry 10/31/96 - 9.3 million
& Machine Company
Jahn Foundry Corp. 02/14/97 - 1.7 million
Excluding net sales generated by the operations acquired in fiscal 1996 and
fiscal 1997, net sales for the first nine months of fiscal 1997 were $129.3
million, representing an increase of $5.7 million, or 4.6%, over net sales of
$123.6 million in the first nine months of fiscal 1996. This 4.6% increase
in net sales was due primarily to increases in net sales to the mining and
<PAGE>
construction and energy markets, partially offset by decreases in net sales
to the utility, military and locomotive markets.
Gross profit for the third quarter of fiscal 1997 increased by $4.1 million,
or 51.9%, to $12.0 million, or 18.1% of net sales, compared to $7.9 million,
or 15.0% of net sales, for the third quarter of fiscal 1996. Gross profit
for the first nine months of fiscal 1997 increased by $10.2 million, or
55.1%, to $28.7 million, or 16.2% of net sales, compared to $18.5 million, or
14.2% of net sales, for the first nine months of fiscal 1996. The increase
in gross profit for both periods is primarily attributable to the increase in
net sales. The increase in gross profit as a percentage of net sales for
both periods is primarily attributable to the inclusion in the prior year
periods of (i) the completion, at Canadian Steel Foundries, Ltd. ("Canadian
Steel"), of several negative margin orders which were accepted prior to the
acquisition of Canadian Steel by the Company, (ii) costs associated with the
start-up of the Company's Amite facility in Louisiana and non-recurring costs
associated with the transfer to that facility of production from a foundry
purchased in May 1995 and (iii) above average training expenses associated
with the start-up of new products. Partially offsetting these factors were
lost production and expenses associated with the conversion from cupola to
electric melting at The G&C Foundry Company ("G&C") and costs associated with
the addition of iron casting capability at Empire Steel Castings, Inc.
("Empire"). The increase in gross profit as a percentage of net sales for
the first nine months of fiscal 1997 is also attributable to higher
maintenance costs in the first nine months 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.
Selling, general and administrative expenses for the third quarter of fiscal
1997 were $6.0 million, or 9.0% of net sales, as compared to $3.8 million, or
7.4% of net sales, in the third quarter of fiscal 1996. For the first nine
months of fiscal 1997, selling, general and administrative expenses were
$15.2 million, or 8.6% of net sales, compared to $10.9 million, or 8.4% of
net sales, for the first nine months of fiscal 1996. The increase in
selling, general and administrative expense in both periods was primarily
attributable to expenses associated with the operations acquired by the
Company in fiscal 1996 and fiscal 1997. The increase in selling, general and
administrative expenses as a percentage of sales in both periods was
primarily attributable to increased expenses related to the Company's
management incentive bonus plans and increased expenses related to
identifying and completing the Company's acquisitions.
Amortization of certain intangibles for the third quarter of fiscal 1997 was
$182,000, or 0.3% of net sales, as compared to $387,000, or 0.7% of net
sales, in the third quarter of fiscal 1996. Amortization of certain
intangibles for the first nine months of fiscal 1997 was $503,000, or 0.3% of
net sales, as compared to $1.1 million, or 0.9% of net sales, for the first
nine months of fiscal 1996. The intangible assets consist of goodwill
recorded in connection with the acquisitions of Prospect Foundry, Inc.
("Prospect"), Kramer International, Inc. ("Kramer"), Empire, G&C and Los
Angeles Die Casting Inc. ("LA Die Casting"). 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 (negative
goodwill) recorded by the Company in connection with the acquisition of
Canadian Steel.
Other income in the first nine months of fiscal 1996 was $10.3 million ($6.3
million, net of related income tax expense of $4.0 million), consisting
primarily of partial payments by the Company's insurance carrier. The
payments 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.
<PAGE>
Interest expense for the third quarter of fiscal 1997 increased to $937,000,
or 1.4% of net sales, from $784,000, or 1.5% of net sales, in the third
quarter of fiscal 1996. For the first nine months of fiscal 1997, interest
expense increased to $2.4 million, or 1.4% of net sales, from $2.1 million,
or 1.6% of net sales, in the first nine months of fiscal 1996. The increase
in interest expense for both periods is primarily the result of an increase
in the average amount of indebtedness outstanding. The increase in the
average amount of outstanding indebtedness is primarily a result of the
Company's acquisitions.
Income tax expense of the third quarter and first nine months of fiscal 1997
has been provided at the combined federal and state statutory rate of
approximately 40.0%. Income tax expense for the third quarter of fiscal 1996
was provided at an effective rate of 46.0%, which was higher than the federal
and state statutory rate because of the provision for tax benefits at lower
effective rates on losses at foreign subsidiaries. Losses at foreign
subsidiaries were not sufficiently large to offset the effective tax rate for
the first nine months of fiscal 1996, which was provided at a rate of
approximately 40.0%.
As a result of the foregoing factors, net income for the third quarter of
fiscal 1997 was $2.9 million, compared to net income of $1.5 million for the
third quarter of fiscal 1996. Net income for the first nine months of fiscal
1997 was $6.2 million, compared to net income of $8.6 million for the first
nine months of fiscal 1996. Without other income resulting from flood
insurance payments, net income was $6.2 million for the first nine months of
fiscal 1997 compared to $2.3 million for the prior year period.
LIQUIDITY AND CAPITAL RESOURCES:
Cash provided by operating activities for the first nine months of fiscal
1997 was $14.4 million, an increase of $3.2 million from the first nine
months of fiscal 1996. This increase was primarily attributable to decreased
working capital requirements primarily relating to trade receivable and
inventory balances.
Working capital was $40.5 million at March 31, 1997, as compared to $36.4
million at June 30, 1996. The increase primarily resulted from net
additional working capital of $11.1 million associated with the Company's
acquisitions, partially offset by the application of existing cash balances
to outstanding long-term indebtedness balances.
During the first nine months of fiscal 1997, the Company made capital
expenditures of $9.6 million, as compared to $8.9 million for the first nine
months of fiscal 1996. Included in the first nine months of fiscal 1997 were
capital expenditures of $2.0 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. Included in the first nine months of fiscal 1996 were capital
expenditures for routine projects at each of the Company's facilities.
Total indebtedness of the Company at March 31, 1997 was $54.2 million, as
compared to $35.4 million at June 30, 1996. This increase of $18.8 million
primarily reflects indebtedness incurred of $8.8 million, $4.4 million, $9.0
million and $6.2 million to finance the acquisition of LA Die Casting, Canada
Alloy Castings, Ltd. ("Canada Alloy"), Pennsylvania Steel Foundry & Machine
Company ("Pennsylvania Steel") and Jahn Foundry Corp. ("Jahn Foundry"),
respectively.
On October 1, 1996, the Company purchased all of the outstanding capital
stock of LA Die Casting, a California corporation, for $8.8 million in cash.
LA Die Casting, 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.
<PAGE>
On October 26, 1996, the Company purchased all of the outstanding capital
stock of Canada Alloy for $4.4 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, a Pennsylvania corporation, for $9.0 million in
cash, subject to adjustment. Pennsylvania 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.
On February 14, 1997, the Company purchased all of the outstanding capital
stock of Jahn Foundry, a Massachusetts corporation, for $6.2 million in cash.
Jahn Foundry, located in Springfield, Massachusetts, produces gray iron
castings for the automotive, air conditioning and agricultural markets. The
Company financed this transaction with funds available under its revolving
credit facility.
On March 13, 1997, the Company signed a letter of intent to purchase the
Beloit Castings Division ("BCD") from Beloit Corporation for a price
estimated to be approximately $9 million. BCD produces iron, steel and
non-ferrous castings for paper-making machinery and other industrial
equipment markets. BCD is a group of four foundries located in Beloit,
Wisconsin and South Beloit, Illinois, including two iron foundries, a steel
foundry and a non-ferrous foundry. There can be no assurance as to whether
or when such negotiations will result in a definitive agreement or, if a
definitive agreement is reached, whether such acquisition will ultimately be
consummated.
The Company has filed a registration statement to offer 3,800,000 shares of
its common stock, including 1,770,976 shares being offered by a selling
stockholder, in an underwritten public offering. Net proceeds of the
offering will be used to reduce bank indebtedness and to fund future
acquisitions. The consummation of the offering will depend on a number of
conditions, some of which are outside the control of the Company, including
market conditions.
The Company believes that its operating cash flow and amounts available for
borrowing under its bank revolving credit facility will be adequate to fund
its capital expenditure and working capital requirements for the next two
years.
This section entitled "Liquidity and Capital Resources" contains
forward-looking statements that involve a number of risks and uncertainties.
Such forward-looking statements include statements pertaining to the adequacy
of funding for capital expenditure and working capital requirements for the
next two years. Factors that could cause actual results to differ materially
from such forward-looking statements include: the size and timing of future
acquisitions, unforeseen expenditures relating to compliance with
environmental laws, business conditions and the state of the general economy,
particularly the capital goods industry, the strength of the dollar, the
fluctuation of interest rates and the competitive environment in the castings
industry.
<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
4 Specimen stock certificate (incorporated by reference to
Exhibit 4.3 of Form S-2 Registration Statement No. 333-25157
filed April 14, 1997)
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 March 31, 1997.
<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: April 25, 1997 /s/ HUGH H. AIKEN
------------------------------
Hugh H. Aiken, Chairman of the
Board, President and Chief
Executive Officer
DATE: April 25, 1997 /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> 9-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 2444
<SECURITIES> 0
<RECEIVABLES> 40366
<ALLOWANCES> 331
<INVENTORY> 31347
<CURRENT-ASSETS> 77963
<PP&E> 113950
<DEPRECIATION> 22927
<TOTAL-ASSETS> 195532
<CURRENT-LIABILITIES> 37447
<BONDS> 0
0
0
<COMMON> 56
<OTHER-SE> 80766
<TOTAL-LIABILITY-AND-EQUITY> 195532
<SALES> 176933
<TOTAL-REVENUES> 176933
<CGS> 148205
<TOTAL-COSTS> 15733
<OTHER-EXPENSES> 111
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2400
<INCOME-PRETAX> 10484
<INCOME-TAX> 4310
<INCOME-CONTINUING> 6174
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6174
<EPS-PRIMARY> 1.11
<EPS-DILUTED> 1.11
</TABLE>
