SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
September 30, 2000 0-22906
--------------------------- ------------------------
For the Quarterly Period Ended Commission File Number
ABC-NACO INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3498749
---------------------------.............................-----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2001 Butterfield Road, Suite 502, Downers Grove, IL 60515
----------------------------------------------------------
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (630) 852-1300
---------------
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
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at November 7, 2000
----------------------------- -----------------------------
COMMON STOCK, $.01 PAR VALUE 19,872,242 SHARES
<PAGE>
ABC-NACO INC.
INDEX
Page
----
Part I Financial Statements
Item 1 Unaudited Consolidated Financial Statements
Unaudited Consolidated Balance Sheets 3
Unaudited Consolidated Statements of Operations 4
Unaudited Consolidated Statements of
Stockholders' Equity 5
Unaudited Consolidated Statements of Cash Flows 6
Notes to Unaudited Consolidated Financial Statements 7 - 18
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 19 - 29
Item 3 Quantitative and Qualitative Disclosures About Market Risk 29
Part II Other Information
Item 6 Exhibits and Reports on Form 8-K 30
<PAGE>
<TABLE>
<CAPTION>
ABC-NACO INC.
CONSOLIDATED BALANCE SHEETS
As of September 30, 2000 and December 31, 1999
(UNAUDITED)
(In thousands, except share data)
Sept. 30, December 31,
2000 1999
---- ----
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $443 $351
<S> <C> <C>
Accounts receivable, less allowances of $1,724 and $1,804, respectively . . 95,450 79,617
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104,517 94,132
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . 10,996 12,401
Prepaid income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,253 8,680
---------- ----------
Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . 228,659 195,181
---------- ----------
PROPERTY, PLANT AND EQUIPMENT:
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,557 7,644
Buildings and improvements. . . . . . . . . . . . . . . . . . . . . . . . . 47,022 42,268
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . 284,028 267,189
Patterns, tools, gauges and dies. . . . . . . . . . . . . . . . . . . . . . 14,864 14,610
Construction in progress. . . . . . . . . . . . . . . . . . . . . . . . . . 23,063 28,302
---------- ----------
376,534 360,013
Less - Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . (135,972) (115,003)
---------- ----------
Net property, plant and equipment . . . . . . . . . . . . . . . . . . . 240,562 245,010
---------- ----------
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES. . . . . . . . . . . . . . . . . . 15,036 13,886
---------- ----------
OTHER NON_CURRENT ASSETS - net. . . . . . . . . . . . . . . . . . . . . . . . . 43,462 38,394
---------- ----------
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 527,719 $ 492,471
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------------------------------------------------
CURRENT LIABILITIES:
Current maturities of long-term debt. . . . . . . . . . . . . . . . . . . . $ 7,732 $ 6,207
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80,661 89,678
Accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,392 42,983
---------- ----------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . 131,785 138,868
---------- ----------
LONG-TERM DEBT, less current maturities . . . . . . . . . . . . . . . . . . . . 272,765 246,247
---------- ----------
DEFERRED INCOME TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,646 6,699
---------- ----------
OTHER NON_CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . 13,582 13,978
---------- ----------
COMMITMENTS AND CONTINGENCIES . . . . . . . . . . . . . . . . . . . . . . . . . - -
STOCKHOLDERS' EQUITY:
Convertible Preferred stock, $1.00 par value; 1,000,000 shares authorized;
300,000 shares issued and outstanding at September 30, 2000 . . . . . . 28,425 -
Common stock, $.01 par value; 25,000,000 shares authorized;
19,872,242 and 19,372,242 shares issued and outstanding, respectively. 199 194
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . . 95,565 79,240
Retained earnings (deficit) . . . . . . . . . . . . . . . . . . . . . . . . (18,748) 7,954
Cumulative translation adjustment . . . . . . . . . . . . . . . . . . . . . (2,500) (709)
---------- ----------
Total stockholders' equity. . . . . . . . . . . . . . . . . . . . . . . 102,941 86,679
---------- ----------
Total liabilities and stockholders' equity. . . . . . . . . . . . . . . $ 527,719 $ 492,471
========== ==========
</TABLE>
The accompanying notes to the unaudited consolidated financial statements are an
integral part of these consolidated balance sheets.
<PAGE>
<TABLE>
<CAPTION>
ABC-NACO INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended September 30, 2000 and 1999
(Unaudited)
(In thousands, except per share data)
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
2000 1999 2000 1999
--------- --------- --------- ---------
NET SALES $131,043 $145,072 $443,075 $475,016
<S> <C> <C> <C> <C>
COST OF SALES. . . . . . . . . . . . . . . . . . . . . . . . . . . 122,306 121,196 393,045 409,835
--------- --------- --------- ---------
Gross profit . . . . . . . . . . . . . . . . . . . . . . . 8,737 23,876 50,030 65,181
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES . . . . . . . . . . . 14,645 13,055 42,992 43,959
MERGER AND OTHER RESTRUCTURING CHARGES . . . . . . . . . . . . . . 9,838 - 11,427 21,925
--------- --------- --------- ---------
Operating income (loss). . . . . . . . . . . . . . . . . . (15,746) 10,821 (4,389) (703)
EQUITY INCOME (LOSS) FROM UNCONSOLIDATED JOINT VENTURES. . . . . . 950 (411) 2,257 (324)
INTEREST EXPENSE . . . . . . . . . . . . . . . . . . . . . . . . . 6,655 4,543 18,883 13,113
AMORTIZATION OF DEFERRED FINANCING COSTS . . . . . . . . . . . . . 464 306 1,008 742
--------- --------- --------- ---------
Income (loss) before income taxes and extraordinary item. (21,915) 5,561 (22,023) (14,882)
PROVISION (BENEFIT) FOR INCOME TAXES . . . . . . . . . . . . . . . (8,793) 1,691 (8,551) (712)
--------- --------- --------- ---------
Income (loss) before extraordinary item . . . . . . . . . (13,122) 3,870 (13,472) (14,170)
EXTRAORDINARY ITEM, net of income tax of $2,062. . . . . . . . . . - - - (3,158)
--------- --------- --------- ---------
Net income (loss). . . . . . . . . . . . . . . . . . . . . $(13,122) $ 3,870 $(13,472) $(17,328)
========= ========= ========= =========
EARNINGS PER SHARE DATA:
Income (loss) before extraordinary item . . . . . . . . . . $(13,122) $ 3,870 $(13,472) $(14,170)
Adjustment related to preferred stock . . . . . . . . . . . - - (11,877) -
Preferred stock dividends . . . . . . . . . . . . . . . . . (600) - (1,353) -
--------- --------- --------- ---------
Adjusted income (loss) before extraordinary item. . . . . . (13,722) 3,870 (26,702) (14,170)
Extraordinary item. . . . . . . . . . . . . . . . . . . . . - - - (3,158)
--------- --------- --------- ---------
Net income (loss) available to common stockholders. . . $(13,722) $ 3,870 $(26,702) $(17,328)
========= ========= ========= =========
BASIC EARNINGS PER SHARE:
Adjusted income (loss) before extraordinary item . . . . . $ (0.69) $ 0.21 $ (1.36) $ (0.78)
Extraordinary item . . . . . . . . . . . . . . . . . . . . - - - (0.17)
--------- --------- --------- ---------
Net income (loss) available to common stockholders. . $ (0.69) $ 0.21 $ (1.36) $ (0.95)
========= ========= ========= =========
WEIGHTED AVERAGE SHARES OUTSTANDING. . . . . . . . . . . . . . . . 19,872 18,379 19,572 18,318
========= ========= ========= =========
DILUTED EARNINGS PER SHARE:
Adjusted income (loss) before extraordinary item . . . . . $ (0.69) $ 0.21 $ (1.36) $ (0.78)
Extraordinary item . . . . . . . . . . . . . . . . . . . . - - - (0.17)
--------- --------- --------- ---------
Net income (loss) available to common stockholders. . $ (0.69) $ 0.21 $ (1.36) $ (0.95)
========= ========= ========= =========
WEIGHTED AVERAGE SHARES AND STOCK EQUIVALENTS. . . . . . . . . . . 19,872 18,607 19,572 18,318
========= ========= ========= =========
</TABLE>
The accompanying notes to the unaudited consolidated financial statements are an
integral part of these consolidated statements.
<PAGE>
<TABLE>
<CAPTION>
ABC-NACO INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Nine Months Ended September 30, 2000 and 1999
(unaudited)
(In thousands) Additional Retained Cumulative
Preferred Common Paid-in Earnings Translation
Stock Stock Capital (Deficit) Adjustment Total
------- ------ -------- ---------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1998 . . . . . . . . . . . . $ - $ 184 $ 67,981 $ 28,888 $ (676) $ 96,377
Comprehensive income (loss). . . . . . . . . . . - - - (17,328) 255 (17,073)
Income tax benefit from exercised stock options. - - 300 - - 300
Common stock issued. . . . . . . . . . . . . . . - - 102 - - 102
------- ------ -------- ---------- ------------ ---------
BALANCE, September 30, 1999. . . . . . . . . . . . $ - $ 184 $ 68,383 $ 11,560 $ (421) $ 79,706
======= ====== ======== ========== ============ =========
BALANCE, December 31, 1999 . . . . . . . . . . . . $ - $ 194 $ 79,240 $ 7,954 $ (709) $ 86,679
Comprehensive loss . . . . . . . . . . . . . . . - - - (13,472) (1,791) (15,263)
Preferred stock issued . . . . . . . . . . . . . 28,425 - 11,877 (11,877) - 28,425
Preferred stock dividends earned . . . . . . . . - - 1,353 (1,353) - -
Shares issued in business acquisition. . . . . . - 5 3,095 - - 3,100
------- ------ -------- ---------- ------------ ---------
BALANCE, September 30, 2000. . . . . . . . . . . . $28,425 $ 199 $ 95,565 $ (18,748) $ (2,500) $102,941
======= ====== ======== ========== ============ =========
</TABLE>
The accompanying notes to the unaudited consolidated financial statements are
an integral part of these consolidated statements.
<PAGE>
<TABLE>
<CAPTION>
ABC-NACO INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three and Nine Months Ended September 30, 2000 and 1999
(UNAUDITED)
(In thousands)
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
2000 1999 2000 1999
--------- --------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(13,122) $3,870 $(13,472) $(17,328)
<S> <C> <C> <C> <C>
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Extraordinary item . . . . . . . . . . . . . . . . . . . . . - - - 3,158
Merger and other restructuring charges . . . . . . . . . . . 9,838 - 11,427 21,925
Equity (income) loss from unconsolidated joint ventures. . . (950) 411 (2,257) 324
Depreciation and amortization . . . . . . . . . . . . . . . 8,200 8,179 25,257 23,524
Deferred income taxes. . . . . . . . . . . . . . . . . . . . (8,617) 60 (8,626) 1,108
Changes in certain assets and liabilities, net of effect of
business combinations
Accounts receivable . . . . . . . . . . . . . . . . . 4,405 (5,006) (15,533) (15,800)
Inventories . . . . . . . . . . . . . . . . . . . . . 6,634 (4,896) (10,385) 5,253
Prepaid expenses and other current assets . . . . . . 2,712 6,109 1,405 (12,401)
Other noncurrent assets . . . . . . . . . . . . . . . (346) (2,108) (1,666) (2,217)
Accounts payable and accrued expenses . . . . . . . . (10,388) (11,116) (19,884) (11,540)
Other noncurrent liabilities. . . . . . . . . . . . . (2,027) (1,422) (2,187) 1,883
--------- --------- --------- ---------
Net cash used in operating activities. . . . . . . (3,661) (5,919) (35,921) (2,111)
--------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures. . . . . . . . . . . . . . . . . . . . . (4,928) (11,467) (15,688) (32,635)
Dividends from unconsolidated joint ventures. . . . . . . . . 449 - 1,107 -
Business acquisition . . . . . . . . . . . . . . . . . . . . - - (2,000) -
--------- --------- --------- ---------
Net cash used in investing activities. . . . . . . (4,479) (11,467) (16,581) (32,635)
--------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under revolving lines of credit. . . . . . . . 9,875 16,147 27,149 62,074
Change in cash overdrafts . . . . . . . . . . . . . . . . . . - 2,766 - (1,523)
Payment of term debt. . . . . . . . . . . . . . . . . . . . . (647) (3,449) (1,606) (28,696)
Borrowings of term debt . . . . . . . . . . . . . . . . . . . - - - 3,507
Payment of deferred financing costs . . . . . . . . . . . . . (680) - (1,374) (1,182)
Exercised stock options . . . . . . . . . . . . . . . . . . . - 402 - 402
Issuance of convertible preferred stock . . . . . . . . . . . - - 28,425 -
--------- --------- --------- ---------
Net cash provided by financing activities . . . . 8,548 15,866 52,594 34,582
--------- --------- --------- ---------
Net change in cash. . . . . . . . . . . . . . . . 408 (1,520) 92 (164)
CASH AND CASH EQUIVALENTS, beginning of period. . . . . . . . . . . . 35 1,520 351 164
--------- --------- --------- ---------
CASH AND CASH EQUIVALENTS, end of period. . . . . . . . . . . . . . . $ 443 $ - $ 443 $ -
========= ========= ========= =========
</TABLE>
The accompanying notes to the unaudited consolidated financial statements are an
integral part of these consolidated statements.
<PAGE>
ABC-NACO INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
ABC-NACO Inc. (the "Company") is a supplier of technologically advanced products
and services to the freight railroad and flow control industries. The Company
operates in three business segments: Rail Products, Rail Services and Systems,
and Flow and Specialty Products, and has four technology centers around the
world supporting its three business segments. The Company holds market positions
in the design, engineering, and manufacture of high performance freight railcar,
locomotive and passenger rail suspension and coupler systems, wheels and mounted
wheel sets, and specialty track products. The Company also supplies freight
railroad and transit signaling systems and services, as well as highly
engineered valve bodies and components for industrial flow control systems
worldwide.
The accompanying unaudited consolidated financial statements include, in the
opinion of management, all adjustments (consisting of only normal recurring
adjustments) necessary for a fair presentation of the results of operations and
financial condition of the Company for and as of the interim dates. Results for
the interim period are not necessarily indicative of results for the entire
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 the rules and regulations of the
Securities and Exchange Commission ("SEC"). The Company believes that the
disclosures contained herein are adequate to make the information presented not
misleading. These unaudited consolidated financial statements should be read in
conjunction with the information and the consolidated financial statements and
notes thereto included in the Company's Annual Report on Form 10-K for the
fiscal year ended July 31, 1999 and the Company's Transition Report on Form 10-K
for the five months ended December 31, 1999.
The Company is a result of a merger (the "Merger") on February 19, 1999, between
ABC Rail Products Corporation ("ABC") and NACO, Inc. ("NACO"). As a result of
the Merger, each outstanding share of NACO common stock was converted into 8.7
shares of the Company's common stock, resulting in the issuance of approximately
9.4 million shares. The Merger was treated as a tax-free reorganization for
federal income tax purposes and has been accounted for as a pooling-of-interests
transaction. The accompanying consolidated financial statements reflect the
combined results of ABC and NACO as if the Merger occurred on the first day of
the earliest period presented.
<PAGE>
Unaudited results of operations for ABC and NACO prior to the Merger from
January 1, 1999, to February 19, 1999 were (in thousands):
<TABLE>
<CAPTION>
<S> <C> <C>
ABC NACO
-------- --------
Revenue. $52,659 $60,552
Net loss (669) (51)
</TABLE>
On September 23, 1999, the Company's Board of Directors adopted a resolution
changing the Company's fiscal year-end to December 31 from July 31. The
principal reason for the change was to align the Company's fiscal year-end with
the fiscal year-end of its major customers. The Company filed a Form 10-K
transition report for the five-month transition period from August 1, 1999 to
December 31, 1999 (the "Transition Period").
2. INVENTORIES
Inventories are stated at the lower of cost or market. Cost is determined using
the first-in, first-out method for substantially all inventories. Inventory
costs include material, labor and manufacturing overhead. Inventories at
September 30, 2000, and December 31, 1999, consisted of the following (in
thousands):
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------- ------------
<S> <C> <C>
Raw materials. . . . . . . . . . . $ 45,050 $44,148
Supplies and spare parts . . . . . 8,830 5,258
Work in process and finished goods 50,637 44,726
------------- -------
$ 104,517 $94,132
=========== =======
</TABLE>
3. DEBT
Senior Credit Facility
----------------------
Immediately after the consummation of the Merger, the Company entered into a new
revolving credit facility (the "Credit Facility") with a syndicate of financial
institutions, in which Bank of America National Trust & Savings Association
acted as the Agent and Letter of Credit Issuing Lender and Bank of America
Canada acted as the Canadian Revolving Lender. The Credit Facility provides the
Company with a revolving line of credit of up to $200.0 million. The Credit
Facility's covenants include ratio restrictions on total leverage, senior
leverage and interest coverage, a minimum net worth restriction and restrictions
on capital expenditures.
The initial net proceeds of the Credit Facility were used to (i) refinance
existing bank debt and certain other indebtedness of the Company, (ii) refinance
substantially all of NACO's outstanding debt, (iii) provide initial financing
for the Company's on-going working capital needs, and (iv) pay fees and expenses
relating to the Merger and the Credit Facility. The early retirement of the
refinanced debt resulted in a $5.2 million extraordinary charge ($3.2 million
after-tax) representing the non-cash write-off of related unamortized deferred
financing costs and prepayment penalties of $4.5 million. The Credit Facility
employs an IBOR-based variable interest rate index and assesses a spread over
the IBOR base, which is determined by a Consolidated Leverage pricing grid. The
weighted average interest rate at September 30, 2000 was 9.74%. Availability at
September 30, 2000 was $6.0 million.
On October 12, 1999, the Company entered into an Amendment, Waiver and Release
Agreement to the Credit Facility to release certain collateral related to its
Mexican subsidiary and to reflect the change in the Company's fiscal year and
reporting periods for covenant measurement purposes. The Company then entered
into two subsequent modifications to the Credit Facility that were effective as
of October 29, 1999 to modify certain of the financial leverage covenants in the
Credit Facility which the Company otherwise would not have been in compliance
with as of October 31, 1999.
On March 8, 2000, the Company entered into a Second Amendment and Restatement of
the Credit Facility that was effective as of December 30, 1999 to modify certain
of the financial covenants in the Credit Facility, which the Company otherwise
would have not been in compliance with as of December 31, 1999. The amended
covenants included the Maximum Consolidated Leverage Ratio, Maximum Senior
Leverage Ratio and the Minimum Interest Coverage Ratio. In addition, a minimum
pro-forma EDITDA covenant was added to the Credit Facility. The Company and
its Lenders also modified other terms and conditions within the Credit Facility
including the pricing grid, which is based upon the Company's Consolidated
Leverage Ratio. With the Second Amendment and Restatement of the Credit
Facility, the Company was in compliance with all covenants under the Credit
Facility as of December 31, 1999.
On October 30, 2000, the Company entered into a Third Amended and Restated
Credit Facility that was effective as of September 30, 2000 to modify certain of
the financial covenants in the Credit Facility, which the Company otherwise
would not have been in compliance with as of September 30, 2000. The amended
covenants included the Maximum Consolidated Leverage Ratio, Maximum Senior
Leverage Ratio, Minimum Interest Coverage Ratio and Minimum EBITDA requirement.
The amended covenant requirements as of, and for the twelve months ended
September 30, 2000, and the actual results, in brackets, were as follows (all as
defined): Maximum Consolidated Leverage Ratio - 7.50 (7.35), Maximum Senior
Leverage Ratio -5.50 (5.39), Minimum Interest Coverage Ratio - 1.40 (1.53) and
Minimum EBITDA - $38.0 million ($38.1 million). The corresponding requirements
as of and for the twelve months ending December 31, 2000 are 7.55, 5.55, 1.30
and $38.0 million, respectively. The amendment modified the covenants through
March 31, 2001, at which time the covenants will revert back to the covenants in
place pursuant to the March 8, 2000 amendment. The lenders will consider
further amendments to the covenants, if necessary, at that time, based on the
progress made through that date on the Company's planned non-core asset
disposition program.
The Company and its lenders also modified other terms and conditions within the
Credit Facility including the pricing grid, which continues to be based upon the
Company's Consolidated Leverage Ratio. The newly applied margin of 400 basis
points over IBOR is the maximum IBOR margin provided for by the Amendment. As a
result of the Third Amended and Restated Credit Agreement, the revolving line of
credit now has scheduled commitment reductions as follows: January 1, 2001 -
$10.0 million, April 1, 2001 - $35.0 million, April 15, 2001 - $15.0 million.
These commitment reductions, which will ultimately reduce the revolving Credit
Facility commitments to $140.0 million by April 15, 2001, are not expected to
materially impair the Company's liquidity or capital resources position, as
proceeds realized from the planned disposition of non-core assets (up to 85% of
which are required to be used to pay down bank debt) are expected to offset the
commitment reductions. The Company will also be assessed a significant cash
penalty if outstanding borrowings are not reduced to $175 million by January 31,
2001.
Senior Subordinated Notes
-------------------------
On February 1, 1997, the Company completed an offering (the ''Offering'') of $50
million of 9 1/8% Senior Subordinated Notes (the ''9 1/8% Notes''). The 9 1/8%
Notes are general unsecured obligations of the Company and are subordinated in
right of payment to all existing and future senior indebtedness of the Company
and other liabilities of the Company's subsidiaries. The 9 1/8% Notes will
mature in 2004, unless repurchased earlier at the option of the Company at 100%
of face value. The 9 1/8% Notes are subject to mandatory repurchase or
redemption prior to maturity upon a Change of Control (as defined). The
indenture under which the 9 1/8% Notes were issued limits the Company's ability
to (i) incur additional indebtedness, (ii) complete certain mergers,
consolidations and sales of assets, and (iii) pay dividends or other
distributions. On December 23, 1997, the Company completed a second offering of
$25.0 million of 8 3/4% Senior Subordinated Notes, Series B (the ''8 3/4%
Notes'') due in 2004 with similar provisions as the 9 1/8% Notes.
The Company is required to meet a number of financial covenants on its 9 1/8%
Notes and 8 3/4% Notes (together the "Notes") including minimum Operating
Coverage Ratio, Minimum Consolidated Net Worth and Maximum Funded Debt to
Capitalization. On August 3, 2000, the Company commenced a consent solicitation
of its Note holders to approve amendments to certain provisions governing the
Notes. Those amendments included a revision of the Operating Coverage Ratio
requirement to 1.8:1.0 from 2.4:1.0 (including for the twelve month period ended
September 30, 2000) and an increase in the interest coupon rate for all Notes to
10 1/2% effective October 1, 2000. The consent solicitation was successfully
completed in late September 2000 and resulted in a $0.7 million payment to the
Note holders in the form of a consent fee. The fee will be amortized as
additional interest expense over the remaining life of the Notes. Other than
the annual interest rate, none of the maturity dates, payment provisions,
redemption provisions or other similar terms of the Notes were changed. The
actual Operating Coverage Ratio at September 30, 2000 was 1.81 versus the
amended minimum requirement of 1.80. The funded Debt to Capitalization ratio at
September 30, 2000 was 73.7% with the maximum allowable under the Note indenture
being 75.0%. These same covenant tests are to be met at the end of each quarter
through the maturity dates for these Notes.
The Company has experienced continuing softness in the demand for loose wheels
and lower than normal sales activity with select other core products due to
reduced new freight car production and the railroads' ongoing cut-back of
spending on discretionary maintenance and repair items. In addition, the
Company recorded a third quarter pre-tax special charge of $9.8 million and
anticipates a fourth quarter pre-tax charge of approximately $2.0 million, for
permanent facility and operational consolidations associated with improved
manufacturing process and other changes. While management's forecasts for the
next four quarters reflect continued compliance with all of the amended
covenants, the earnings impact of the factors described above and the timing and
impact of key dispositions of non-core operating assets cannot be easily
measured. Accordingly, compliance with these covenants over the ensuing
quarters may depend upon further amendments.
Failure to meet the Credit Facility's or the Notes' covenant tests would give
the respective creditors the unilateral right to accelerate the maturity of the
related debt after a requisite cure period. In addition, cross-default
provisions under the Credit Facility would be triggered upon a default under the
Notes. If the Company does not have adequate cash or is unable to remain
compliant with such financial covenants, it may be required to further refinance
its existing indebtedness, seek additional financing, or issue common stock or
other securities to raise cash to assist in financing its operations. The
Company has no current commitments or arrangements for such financing
alternatives, and there can be no assurances that such financing alternatives
will be available on acceptable terms, or at all.
A universal shelf registration was declared effective by the Securities and
Exchange Commission on October 29, 1999, for issuance up to $300 million of
debt or equity securities. As of September 30, 2000, no securities were issued
under the new universal shelf registration.
4. CONVERTIBLE PREFERRED STOCK
On March 8, 2000, the Company issued 300,000 shares of Series B cumulative
convertible preferred stock ($1 par value) to private equity funds managed by
ING Furman Selz Investments for $30.0 million. The preferred stock has voting
rights under certain circumstances and will pay dividends at the rate of 8% per
annum accrued semi-annually and paid in the form of common stock or cash, at the
discretion of the Company. The preferred stock is convertible into common stock
at the average closing price of the Company's common stock for the thirty
trading days ending February 17, 2000, which was $9.00 per share. The preferred
stock can be converted into common shares at the Company's option under certain
conditions at any time after March 2003. The net proceeds received from the sale
of preferred stock ($28.4 million after offering costs) were applied to reduce
the outstanding indebtedness under the Company's Credit Facility.
While the conversion price may change under specific conditions, the $9.00 per
share price on the date that the Company and the preferred stock holders were
committed to completing the transaction represented a discount from the market
value of the underlying common stock on that date by an aggregate of $11.9
million. This discount represents the value of the beneficial conversion feature
of the preferred stock. Accordingly, the Company initially recorded the value
of the preferred stock as $18.1 million offset by $1.6 million of transaction
costs, with the $11.9 million credited to additional paid-in capital. Since the
preferred stock is convertible at any time at the holders' option, this discount
also represents an immediate deemed dividend to those holders at the date of
issuance. Accordingly, upon issuance, the Company also recorded a $11.9 million
dividend to these holders. Additionally, the preferred stock earned actual
dividends of $1.4 million during the nine months ended September 30, 2000. Both
the actual and deemed dividends are deducted from the net loss for the three and
nine months ended September 30, 2000 to arrive at loss available to common
stockholders in the earnings per share calculations for those periods.
In such calculations, other common stock equivalents, which would have increased
diluted shares by 3,333,000 for the three months and nine months ended September
30, 2000, were not included in the computation of diluted earnings per share
because the assumed exercise of such equivalents would be antidilutive.
5. MERGER AND OTHER RESTRUCTURING COSTS
All of the Merger and other restructuring charges recorded by the Company since
the Merger were computed based on actual cash payouts, management's estimate of
realizable value of the affected tangible and intangible assets and estimated
exit costs including severance and other employee benefits based on existing
severance policies. The Company expects that these restructuring efforts will
result in reduced operating costs, including lower salary and hourly payroll
costs and depreciation/amortization.
The Company recorded a restructuring charge of $9.3 million in the quarter ended
September 30, 2000 for costs associated with the planned closing of its Melrose
Park, Illinois plant ($3.1 million), a reduction of multiple leased facilities
in its Keokuk, Iowa operations ($0.6 million), additional costs associated with
prior restructuring initiatives, and severance and related benefit costs for
permanent salaried and hourly workforce reductions throughout the organization
($5.6 million).
Due largely to the implementation of Advanced Precision Casting processes in
some of its other manufacturing facilities, the Company announced the closure of
its Melrose Park, Illinois Rail Products facility, and recorded a $3.1 million
restructuring charge for related closure costs. Total cash costs associated
with the Melrose Park closure include $0.7 million of severance and related
benefit costs for approximately 242 hourly and 42 salaried employees
(substantially all of whom are expected to be terminated during the fourth
quarter of 2000) and $1.1 million of idle facility and property disposal costs
expected to be incurred from the time of vacancy through the estimated sale date
of the property. An additional $1.3 million of non-cash costs were recorded for
the expected write-off of equipment to be scrapped or sold. The Company
expects to cease production at this facility by year-end 2000, with the building
sale to be completed within one year of its vacancy.
The Company recorded a $0.6 million charge for costs associated with a movement
of its Keokuk, Iowa Flow and Specialty Products production, storage facilities
and offices from multiple buildings into a new leased facility. Estimated cash
costs of $0.5 million include duplicate lease and building security and utility
costs for the vacated properties. Non-cash costs of $0.1 million are related to
the write-off of leasehold improvements that cannot be transferred from the
vacated facilities.
An additional $0.5 million provision was recorded in the third quarter related
to prior restructuring initiatives, primarily related to the Company's idled
facilities in Anderson, Indiana and Cincinnati, Ohio which have not been sold as
quickly as initially expected.
Planned permanent reductions in employment levels resulted in a charge of $5.6
million, representing cash severance and related benefit costs for approximately
67 salaried employees throughout the Company, including its closed Verona,
Wisconsin offices, and required cash severance payments made to production
employees at the Company's Sahagun, Mexico facility. The majority of the
related payments will occur in the fourth quarter of 2000 and first quarter of
2001, with some payments continuing through 2004 for certain severed employees.
For the three months period ended September 30, 2000, $0.8 million of costs have
been paid.
The following table is a summary roll forward of the restructuring reserves
recorded in the third quarter ended September 30, 2000 (in thousands):
<TABLE>
<CAPTION>
Aggregate Charge Deductions Balance
----------------- ------------ --------
<S> <C> <C> <C>
Cash provisions:
Employee severance & benefits . . . . . . $ 6.3 $ (0.8) $ 5.5
Idle facility and property disposal costs 2.1 - 2.1
----------------- --------
Total cash costs . . . . . . . . . . . 8.4 $ (0.8) $ 7.6
============ ========
Non-cash asset write-downs . . . . . . . . . 1.4
-----------------
Total. . . . . . . . . . . . . . . . . $ 9.8
=================
</TABLE>
During the three months ended March 31, 2000, the Company recorded $1.6 million
of Merger and other restructuring charges for cash severance costs for 35
salaried employees and 30 hourly plant employees effected by the Company's
year-long effort to eliminate duplicate functions and to improve operating
efficiencies as a result of the Merger. As of September 30, 2000, all of these
employees have been terminated and substantially all of related costs were paid.
During the third and fourth quarters of the fiscal year ended July 31, 1999, the
Company recorded $16.1 million and $5.8 million, respectively, of Merger and
other restructuring charges. During the Transition Period and through month
ending September 30, 2000, the Company recorded additional charges of $1.2
million and $0.2 million respectively, including adjustments of
previously-recorded charges based on actual expenses incurred on the related
initiatives. The primary components of the aggregate $23.1 million of calendar
1999 charges include: (a) $9.5 million of costs incurred as a direct result of
the Merger for advisory and other professional fees, (b) the consolidation of
the corporate activities of the merged companies into one facility, and (c) the
consolidation of several manufacturing and assembly operations into fewer
facilities to eliminate duplicative functions and to improve operating
efficiencies.
Employee severance costs included in the aggregate charge, totaling $7.9
million, were for 33 corporate employees, 109 salaried plant employees and 581
hourly plant employees. As of September 30, 2000, all of these employees had
been terminated and all but $0.1 million of the severance has been paid
Certain of the restructuring initiatives within the Rail Services and Systems
segment were prompted by the excess capacity resulting from the operation of the
Company's new state-of-the-art rail mill facility in Chicago Heights, Illinois.
With this new capacity on line, the Company closed its Cincinnati, Ohio facility
and discontinued manufacturing at its Newton, Kansas facility (which also has a
distribution operation) by July 31, 1999. The Company also closed its foundry
operation in Anderson, Indiana by October 31, 1999. The Manganese castings used
in specialty track products that were produced at Andersen are now produced at
the Company's manufacturing facility in Richmond, Texas. The duplicative leased
corporate facility and another administrative facility was closed in September
1999. In addition to these closures, the Company has decided to close an
assembly facility in Verona, Wisconsin. This Rail Services and Systems facility
is expected to be closed by the end of 2000 with all operations being
transferred to another Company location.
Costs associated with these facility closures, excluding severance, are $2.2
million of non-cash provisions for the write down of obsolete assets and
leasehold improvements and $1.4 million in cash provisions for idle facility and
property disposal costs, all of which has been spent as of September 30, 2000.
In addition to these costs, the Company incurred and expended $2.1 million of
cash costs related to the transfer of Manganese castings and other operations
into the Richmond facility and the relocation of previous Richmond operations
into another Company facility. These costs primarily represent the relocation
of equipment and employees and the installation of the new operations at
Richmond.
6. BUSINESS SEGMENT INFORMATION
The Company manages its operations through three reporting segments: Rail
Products, Rail Services and Systems, and Flow and Specialty Products. These
distinct business units generally serve separate markets. They are managed
separately since each business requires different technology, servicing and
marketing strategies. The following describes the types of products and services
from which each segment derives its revenues:
Rail Products Freight car and locomotive castings
Rail Services and Systems Specialty trackwork, wheel assembly & signal systems
Flow and Specialty Products Valve housing and related castings
The Company realigned its segments during the Transition Period to better
reflect the organizational and marketing changes that were enacted within the
Company. The Company's trackwork product line which previously had been
reported as part of the Rail Products segment is now included as part of the
Rail Services and Systems segment. In addition, the Company for strategic
reasons, placed its metal brake shoe foundry into the Flow and Specialty
Products segment. The current and historical segment financial information has
been restated to reflect these changes. Management continually evaluates its
internal structure and aligns its reporting structure to maximize its operating
results. Changes to segment reporting are made to reflect the way management
evaluates its businesses.
To evaluate the performance of these segments, the Chief Executive Officer
examines operating income or loss before interest and income taxes, as well as
operating cash flow. Operating cash flow is defined as operating income or loss
plus depreciation and amortization. The accounting policies for the operating
segments are the same as those for the consolidated company. Intersegment sales
and transfers are accounted for on a cost plus stipulated mark-up which the
Company believes approximates arm's length prices.
Corporate headquarters and ABC-NACO Technologies primarily provide support
services to the operating segments. The costs associated with these services
include interest expense, income tax expense (benefit), Merger and other
restructuring charges, research and development expense, and goodwill
amortization, among other costs. These costs are not allocated to the segments
and are included within ''other'' below.
The following tables present a summary of operating results by segment and a
reconciliation to the Company's consolidated totals (in thousands):
<TABLE>
<CAPTION>
Three months ended Nine months ended
Sept. 30, Sept. 30,
--------------------------------------------
REVENUES 2000 1999 2000 1999
-------------------------------------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C>
Rail Products . . . . . . . . . . . . . . . $ 54,900 $ 90,928 $205,367 $288,291
Rail Services and Systems . . . . . . . . . 64,081 48,004 203,350 170,304
Flow and Specialty Products . . . . . . . . 19,807 18,156 63,696 52,056
--------- --------- --------- ---------
Total Reportable Segments . . . . . . . 138,788 157,088 472,413 510,651
Elimination and Other . . . . . . . . . . . (7,745) (12,016) (29,338) (35,635)
--------- --------- --------- ---------
Total . . . . . . . . . . . . . . . $131,043 $145,072 $443,075 $475,016
========= ========= ========= =========
OPERATING INCOME (LOSS)
--------------------------------------------
Rail Products . . . . . . . . . . . . . . . $ (3,448) $ 10,806 $ 7,293 $ 30,076
Rail Services and Systems . . . . . . . . . 2,092 2,566 12,134 7,050
Flow and Specialty Products . . . . . . . . 966 2,731 6,819 4,980
--------- --------- --------- ---------
Total Reportable Segments . . . . . . . (390) 16,103 26,246 42,106
Elimination and Other . . . . . . . . . . . (15,356) (5,282) (30,635) (42,809)
--------- --------- --------- ---------
Total . . . . . . . . . . . . . . . $(15,746) $ 10,821 $ (4,389) $ (703)
========= ========= ========= =========
</TABLE>
7. BUSINESS ACQUISITIONS
On October 29, 1999, the Company acquired all outstanding common stock of
COMETNA - Companhia Metalurgica Nacional, S.A. (Cometna) located in Lisbon,
Portugal for $8.3 million, or 674,796 shares, of the Company's common stock.
Cometna manufactures and machines products for the freight and passenger rail
industries in Europe and is part of the Company's Rail Products segment.
On June 23, 2000, the Company acquired certain assets of Donovan Demolition,
Inc. ("Donovan") located in Danvers, Illinois. In addition, the Company
acquired a patent from a shareholder of Donovan. The total purchase price of
$7.6 million for these assets included $2.0 million in cash, a $2.5 million note
and 500,000 shares of the Company's common stock valued at $3.1 million. The
Donovan bargain purchase amount of $2.6 million has been deducted from the
appraised value of property, plant and equipment.
These acquisitions were accounted for under the purchase method of accounting.
Accordingly, certain recorded assets and liabilities of the acquired businesses
were revalued to estimated fair values as of the acquisition dates. Management
used its best judgement and available information in estimating the fair value
of those assets and liabilities. Any changes to those estimates are not
expected to be material. The operating results of the acquired businesses are
included in the Company's consolidated statements of operations from their
acquisition dates.
8. UNCONSOLIDATED JOINT VENTURES
The Company owns 50% of Anchor Brake Shoe, L.L.C. (''Anchor''). Anchor designs,
manufactures, markets and sells railcar composite brake shoes. The Company's
investment in Anchor was $6.9 million as of September 30, 2000. Each partner's
share of the joint venture can be purchased by the other partner, at market
value, if the other partner is involved in a future change in control situation.
Additionally, the other partner has an option which it can exercise as of April
1, 2001, to purchase the Company's interest in Anchor.
Summarized financial information for Anchor for the three and nine months ended
September 30, 2000, and 1999 is as follows (in thousands):
<TABLE>
<CAPTION>
Three Months Nine Months
Ended Ended
Sept. 30, Sept. 30,
------------- ------------
2000 1999 2000 1999
------- ------------ ------- -------
<S> <C> <C> <C> <C>
Net sales. . $ 4,166 $ 4,187 $13,905 $14,183
Gross profit 935 1,397 3,744 4,521
Net income . 376 683 1,885 2,461
</TABLE>
In May 1996, the Company entered into a joint venture with China's Ministry of
Railroads to establish the Datong ABC Castings Company, Ltd ("Datong"). The
joint venture manufactures wheels in China primarily for the Chinese railways
markets. The Company's contribution of its 40% share in Datong consists of
technical know-how, expertise and cash. The cash funding was used to construct
a manufacturing facility, which was operational in early 1999. The intangible
component of the Company's contribution was valued at $1.8 million and such
amount is ratably being recognized as additional equity earnings. The Company
earns royalties on certain sales from this venture. The Company's investment in
Datong was $8.4 million as of September 30, 2000.
Summarized financial information for Datong for the three and nine months ended
September 30, 2000, and 1999 is as follows (in thousands):
<TABLE>
<CAPTION>
Three Months Nine Months
Ended Ended
Sept. 30, Sept. 30,
------------- --------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales. . $ 8,884 $ 3,548 $20,397 $ 7,337
Gross profit 2,497 571 20 (142)
Net income . 1,717 (281) 2,594 (2,221)
</TABLE>
In addition, the Company has other joint venture arrangements which are not
significant to the Company's results of operations.
9. SUPPLEMENTAL CASH FLOW
A summary of supplemental cash flow information follows (in thousands):
<TABLE>
<CAPTION>
Three months ended Nine months ended
Sept. 30, Sept. 30,
-------------------- ------------------
<S> <C> <C> <C> <C>
2000 1999 2000 1999
------- ------ ------ -----
Interest paid in cash. . . . . . . . $ 6,460 $ 4,738 $18,040 $12,485
Income taxes paid (received) in cash (18) 54 (1,427) 679
Acquisition of businesses (Note 7):
Working capital, except cash . . . - - 300 -
Property, plant and equipment and
acquisition- related costs . . . . - - 2,800 -
Other non-current assets . . . . . - - 4,500 -
Acquisition debt . . . . . . . . . - - (2,500) -
Stock issuance . . . . . . . . . . - - (3,100) -
---------- -------- ---------- -------
Net cash used . . . . . . . . . $ 0 $ 0 $ 2,000 $ 0
========= ======== ======= =======
</TABLE>
<PAGE>
ITEM 2
ABC-NACO INC.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial condition and results of
operations during the interim periods included in the accompanying unaudited
Consolidated Financial Statements.
ABC-NACO Inc. (the ''Company'') is a supplier of technologically advanced
products and services to the freight railroad and flow control industries
through its three business segments or groups: Rail Products, Rail Services and
Systems, and Flow and Specialty Products. With four technology centers around
the world supporting its three business segments, the Company holds market
positions in the design, engineering, and manufacture of high performance
freight railcar, locomotive and passenger rail suspension and coupler systems,
wheels and mounted wheel sets, and specialty track products. The Company also
supplies freight, railroad and transit signaling systems and services, as well
as highly engineered valve bodies and components for industrial flow control
systems worldwide.
In the aggregate, the Company operates 20 U.S manufacturing plants in 12 states;
plants in Sahagun, Mexico, Mexico City, Mexico, Lisbon, Portugal, Leven,
Scotland and Dominion, Canada; has unconsolidated joint ventures with plants in
Illinois, China and Mexico; and has other facilities (administrative,
engineering, etc.) in 4 U.S. states.
The current composition of the Company was achieved by the consummation of a
merger (the ''Merger'') on February 19, 1999, between a wholly owned subsidiary
of the Company (formerly ABC Rail Products Corporation (''ABC'')) and NACO, Inc.
(''NACO''). As a result of the Merger, each outstanding share of NACO common
stock was converted into 8.7 shares of ABC common stock, resulting in the
issuance of approximately 9.4 million shares. The Merger was treated as a
tax-free reorganization for federal income tax purposes and is accounted for as
a pooling-of-interests transaction. The accompanying consolidated financial
statements reflect the combined results of ABC and NACO as if the Merger
occurred on the first day of the earliest period presented.
The Company manages its operations through three reporting segments or groups:
Rail Products, Rail Services and Systems, and Flow and Specialty Products. These
distinct business units generally serve separate markets. They are managed
separately since each business requires different technology, servicing and
marketing strategies. The following describes the types of products and services
from which each segment derives its revenues:
Rail Products Freight car and locomotive castings
Rail Services and Systems Specialty trackwork, wheel assembly & signal systems
Flow and Specialty Products Valve housing and related castings
RESULTS OF OPERATIONS
-----------------------
Three Months Ended September 30, 2000 Compared To Three Months September 30,
1999
Net Sales. Consolidated net sales decreased $14.0 million or 10.0% to $131.0
million in the third quarter of 2000. The decline was largely the result of
lower demand from car builders and continued reduced spending on maintenance
items such as loose wheels by the railroads. The Rail Products Segment was most
impacted by these market conditions, as sales in that segment of $54.9 million
were $36.0 million or 39.6% lower than the comparable quarter in 1999. Sales
within the Rail Services and Systems Segment increased 33.5% to $64.1 million in
2000 from $48.0 million in 1999. The increase versus the same quarter of 1999
is primarily due to the Company's long-term supply agreement with the Union
Pacific Railroad to supply and service wheel sets for its North American
operations. This agreement took effect in November 1999. Sales within the Flow
and Specialty Products Segment increased 9.1% from $18.2 million in 1999 to
$19.8 million in 2000. Continued high oil prices has generated additional
demand for exploration, which in turn has increased demand for valve bodies sold
by this segment.
Gross Profit. Consolidated gross profit decreased 63.4% to $8.7 million in
2000 from $23.9 million in 1999. Gross profit reflects continued softness in the
Company's core business and one-time period costs associated with the start-up
production phase of its Advanced Precision Technology manufacturing process in
its Rail Products Segment. Gross profit within the Rail Products Segment
decreased $13.1 million to $1.6 million in 2000. Within the Rail Services and
Systems Segment, gross profit of $5.0 million was 8.1% lower than 1999.
Production inefficiencies in the Track Products portion of this segment impacted
overall margins versus 1999. Gross profit within the Flow and Specialty Products
Segment declined $1.6 million or 41.9% versus 1999, due largely to reduced needs
for higher margin manganese castings that service the Track business,
significantly impacting results for one manufacturing facility within the Flow
segment.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $1.6 million or 12.2% versus 1999, due to
increased selling efforts in European markets, building the necessary
relationships for future sales growth, partially offset by savings from the
Company's salaried workforce reduction programs.
Merger and Other Restructuring Costs. The Company recorded a restructuring
charge of $9.3 million in the quarter ended September 30, 2000 for costs
associated with the planned closing of its Melrose Park, Illinois plant ($3.1
million), a reduction of multiple leased facilities in its Keokuk, Iowa
operations ($0.6 million) and severance and related benefit costs for permanent
salaried and hourly workforce reductions throughout the organization ($5.6
million). An additional $0.5 million provision was recorded in the third
quarter related to prior restructuring initiatives, primarily related to the
Company's idled facilities in Anderson, Indiana and Cincinnati, Ohio which have
not been sold as quickly as initially expected. Refer to Footnote (5) for a
more detailed description of these costs.
Equity Income of Unconsolidated Joint Ventures. The Company's income from its
equity investments in joint ventures improved to $1.0 million in 2000 versus a
loss of $0.4 million in 1999. Improving volumes and related earnings in the
China wheel business contributed to this gain.
Interest Expense. Interest expense, including the effect of capitalizing $0.1
million of interest in 1999, increased $2.1 million to $6.7 million in 2000.
This increase was attributable to higher borrowing levels due to slower market
conditions and increased borrowing rates.
Net Income (Loss). The net loss of $13.1 million including the $6.0 million
after-tax restructuring charges for the current period, or $0.69 loss per share
(including the effect of preferred stock dividends in 2000), compares to 1999
net income of $3.9 million or $0.21 earnings per share. The preferred stock
was issued in March 2000.
Nine Months Ended September 30, 2000 Compared To Nine Months September 30, 1999
Net Sales. Year-to-date consolidated net sales of $443.1 million in 2000 is
6.7% lower than 1999 net sales of $475.0 million for the corresponding
nine-month period. Significant market softness in the Rail Products Segment was
only partially offset by good sales growth, year-to-year, in the Company's other
two primary segments. Sales within the Rail Products Segment through nine
months decreased 28.8% or $82.9 million to $205.4 million in 2000. The impact
of high fuel prices, resulting in reduced spending on maintenance items such as
loose wheels by the railroads, have negatively impacted sales within this
segment year-to-date. Sales of $203.4 million within the Rail Services and
Systems Segment in 2000 were 19.4% higher than 1999 sales of $170.3 million, in
part due to the Company's November, 1999, long-term supply agreement with the
Union Pacific Railroad to supply and service wheel sets for its North American
operations. Increased demand for valve bodies due to additional demand for fuel
exploration has resulted in a 22.3% sales increase within the Flow and Specialty
Products Segment year-to-year. Sales increased in this segment from $52.1
million in 1999 to $63.7 million in 2000.
Gross Profit. Nine-month consolidated gross profit of $50.0 million in 2000
was $15.1 million or 23.2% less than 1999 gross profit due largely to lower
sales activity in the Company's core business and costs incurred in the
implementation of the Advanced Precision Technology program. Gross profit for
the nine-months ended September 30, 2000 included $1.7 million for vendor
rebates, compared to none recorded in the comparable period of 1999. Rail
Products' gross profit declined $21.1 million or 51.2% to $20.1 million in 2000
from $41.2 million in 1999. Profit shortfalls in this segment reflected low
sales volume due to rail supply industry market conditions previously described.
Within the Rail Services and Systems segment, gross profit increased 22.2% or
$3.6 million to $19.6 million in 2000 versus $16.1 million in 1999. Increased
sales contributed to improved margins. Gross profit within the Flow and
Specialty Products Segment, also benefiting from increased sales activity,
increased to $10.3 million in 2000 versus $7.9 million in 1999.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses are down $1.0 million, or 2.2% year-to-year, reflecting
expected operating efficiencies stemming from the Merger, partially offset by
planned increased selling effort in Europe.
Merger and Other Restructuring Costs. During the nine months ended September
30, 2000, the Company recorded $11.4 million of restructuring charges. In the
first quarter of 2000, a charge of $1.6 million was recorded which included cash
employee severance costs for 35 salaried employees and 30 hourly plant employees
and was part of the Company's long-term effort to eliminate duplicate functions
and improve operating efficiencies as a result of the Merger. As of September
30, 2000, all of these employees have been terminated and $1.5 million of
related costs were paid.
The Company recorded a restructuring charge of $9.3 million in the quarter ended
September 30, 2000 for costs associated with the planned closing of its Melrose
Park, Illinois plant ($3.1 million), a reduction of multiple leased facilities
in its Keokuk, Iowa operations ($0.6 million), additional costs associated with
prior restructuring initiatives, and severance and related benefit costs for
permanent salaried and hourly workforce reductions throughout the organization
($5.6 million). An additional $0.5 million provision was recorded in the third
quarter related to prior restructuring initiatives, primarily related to the
Company's idled facilities in Anderson, Indiana and Cincinnati, Ohio which have
not been sold as quickly as initially expected. Refer to Footnote (5) for a
more detailed description of these costs.
The Company incurred a pre-tax charge of $21.9 million in the six months ended
June 30, 1999 relative to the direct costs associated with the February 19, 1999
Merger between ABC Rail Products and NACO as well as costs associated with the
restructuring of the Track Products Group. The Merger related charge totaled
$18.4 million on a pre-tax basis and included advisory fees, employee severance
obligations and other general expenses. The Track Products Group's
restructuring charge totaled $3.5 million on a pre-tax basis and included costs
for shutting down facilities, employee severance obligations and other general
expenses. Refer to Footnote (5) for a more detailed description of these costs.
Equity Income of Unconsolidated Joint Ventures. The Company's income from its
equity investments in joint ventures improved to $2.3 million in 2000 versus a
loss of $0.3 million in 1999. Improving volumes in the China wheel business,
along with continued earnings from the brake shoe joint venture contributed to
this gain, which was mostly realized in the second and third quarter of 2000.
Interest Expense. Interest expense, including the effect of capitalizing $0.1
million of interest in 2000 and $0.8 million in 1999, increased $5.8 million to
$18.9 million in 2000. This increase was attributable to higher borrowing levels
and increased borrowing rates.
Extraordinary Item. On February 19, 1999, the Company, in conjunction with
the Merger, entered into a new credit facility with a syndicate of financial
institutions. This triggered the write-off of unamortized deferred financing
balances, make whole payments and early termination fees that resulted form the
extinguishment of the old debt. The after-tax charge recorded to account for
these items was $3.2 million.
Net Loss. Net loss of $13.5 million for the current nine-month period
compares favorably to a prior year loss of $17.3 million. The 1999 nine-month
results were impacted by a pre-tax charge of $21.9 million for Merger and other
restructuring costs and an after-tax extraordinary loss of $3.2 million
described above. The 2000 results include a pre-tax charge of $11.4 million of
Restructuring Charges. Including the effect of preferred stock dividends in
2000, and Merger related charges and extraordinary losses in 1999 and in 2000,
earnings per share in the current nine-month period was a loss of $1.36 versus a
loss of $0.95 in the corresponding nine-months of 1999.
LIQUIDITY AND CAPITAL RESOURCES
----------------------------------
For the nine months ended September 30, 2000, net cash used in operating
activities totaled $35.9 million compared to net cash used in operating
activities of $2.1 million in 1999. The decrease in operating cash flow is due
primarily to lower cash earnings and increased working capital levels. The
increase in inventory relates to the initial stock levels required in
implementing the service agreement with Union Pacific Railroad Company. The
Company is starting to see inventory levels decline in the third quarter as it
moves beyond the initial implementation stage of the service agreement with
Union Pacific Railroad.
On October 29, 1999, the Company acquired all outstanding common stock of
COMETNA - Companhia Metalurgica Nacional, S.A. (Cometna) located in Lisbon,
Portugal for $8.3 million or 674,796 shares of the Company's common stock.
Cometna manufactures and machines products for the freight and passenger rail
industries in Europe and is part of the Company's Rail Products segment.
On June 23, 2000, the Company acquired certain assets of Donovan Demolition,
Inc. ("Donovan") located in Danvers, Illinois. In addition, the Company
acquired a patent from a shareholder of Donovan. The total purchase price of
$7.6 million for these assets included $2.0 million in cash, a $2.5 million note
and 500,000 shares of the Company's common stock valued at $3.1 million. The
Donovan bargain purchase amount of $2.6 million has been deducted from the
appraised value of property, plant and equipment.
Capital expenditures during the nine months ended September 30, 2000 and 1999
were $15.7 million and $32.6 million, respectively. Capital spending for the
balance of 2000 will remain at reduced levels versus last year as most of the
major initiatives started in 1999 to improve operating processes are completed.
In total, capital spending will be approximately $4.0 million less than the
Company's full-year original projection of $25.0 million.
For nine months ended September 30, 2000 and 1999, net cash provided by
financing activities totaled $52.6 million and $34.6 million, respectively. The
net increase in 2000 resulted from the Company's issuance of its Series B
cumulative convertible preferred stock along in March 2000.
Senior Credit Facility
----------------------
Immediately after the consummation of the Merger, the Company entered into a new
revolving credit facility (the "Credit Facility") with a syndicate of financial
institutions, in which Bank of America National Trust & Savings Association
acted as the Agent and Letter of Credit Issuing Lender and Bank of America
Canada acted as the Canadian Revolving Lender. The Credit Facility provides the
Company with a revolving line of credit of up to $200.0 million. The Credit
Facility's covenants include ratio restrictions on total leverage, senior
leverage and interest coverage, a minimum net worth restriction and restrictions
on capital expenditures.
The initial net proceeds of the Credit Facility were used to (i) refinance
existing bank debt and certain other indebtedness of the Company, (ii) refinance
substantially all of NACO's outstanding debt, (iii) provide initial financing
for the Company's on-going working capital needs, and (iv) pay fees and expenses
relating to the Merger and the Credit Facility. The early retirement of the
refinanced debt resulted in a $5.2 million extraordinary charge ($3.2 million
after-tax) representing the non-cash write-off of related unamortized deferred
financing costs and prepayment penalties of $4.5 million. The Credit Facility
employs an IBOR-based variable interest rate index and assesses a spread over
the IBOR base, which is determined by a Consolidated Leverage pricing grid. The
weighted average interest rate at September 30, 2000 was 9.74%. Availability at
September 30, 2000 was $6.0 million.
On October 12, 1999, the Company entered into an Amendment, Waiver and Release
Agreement to the Credit Facility to release certain collateral related to its
Mexican subsidiary and to reflect the change in the Company's fiscal year and
reporting periods for covenant measurement purposes. The Company then entered
into two subsequent modifications to the Credit Facility that were effective as
of October 29, 1999 to modify certain of the financial leverage covenants in the
Credit Facility which the Company otherwise would not have been in compliance
with as of October 31, 1999.
On March 8, 2000, the Company entered into a Second Amendment and Restatement of
the Credit Facility that was effective as of December 30, 1999 to modify certain
of the financial covenants in the Credit Facility, which the Company otherwise
would have not been in compliance with as of December 31, 1999. The amended
covenants included the Maximum Consolidated Leverage Ratio, Maximum Senior
Leverage Ratio and the Minimum Interest Coverage Ratio. In addition, a minimum
pro-forma EDITDA covenant was added to the Credit Facility. The Company and
its Lenders also modified other terms and conditions within the Credit Facility
including the pricing grid, which is based upon the Company's Consolidated
Leverage Ratio. With the Second Amendment and Restatement of the Credit
Facility, the Company was in compliance with all covenants under the Credit
Facility as of December 31, 1999.
On October 30, 2000, the Company entered into a Third Amended and Restated
Credit Facility that was effective as of September 30, 2000 to modify certain of
the financial covenants in the Credit Facility, which the Company otherwise
would not have been in compliance with as of September 30, 2000. The amended
covenants included the Maximum Consolidated Leverage Ratio, Maximum Senior
Leverage Ratio, Minimum Interest Coverage Ratio and Minimum EBITDA requirement.
The amended covenant requirements as of, and for the twelve months ended
September 30, 2000, and the actual results, in brackets, were as follows (all as
defined): Maximum Consolidated Leverage Ratio - 7.50 (7.35), Maximum Senior
Leverage Ratio -5.50 (5.39), Minimum Interest Coverage Ratio - 1.40 (1.53) and
Minimum EBITDA - $38.0 million ($38.1 million). The corresponding requirements
as of, and for the twelve months ending December 31, 2000 are 7.55, 5.55, 1.30
and $38.0 million, respectively. The amendment modified the covenants through
March 31, 2001, at which time the covenants will revert back to the covenants in
place pursuant to the March 8, 2000 amendment. The lenders will consider
further amendments to the covenants, if necessary, at that time, based on the
progress made through that date on the Company's planned non-core asset
disposition program.
The Company and its lenders also modified other terms and conditions within the
Credit Facility including the pricing grid, which continues to be based upon the
Company's Consolidated Leverage Ratio. The newly applied margin of 400 basis
points over IBOR is the maximum IBOR margin provided for by the Amendment. As a
result of the Third Amended and Restated Credit Agreement, the revolving line of
credit now has scheduled commitment reductions as follows: January 1, 2001 -
$10.0 million, April 1, 2001 - $35.0 million, April 15, 2001 - $15.0 million.
These commitment reductions, which will ultimately reduce the revolving Credit
Facility commitments to $140.0 million by April 15, 2001, are not expected to
materially impair the Company's liquidity or capital resources position, as
proceeds realized from the planned disposition of non-core assets (up to 85% of
which are required to be used to pay down bank debt) are expected to offset the
commitment reductions. The Company will also be assessed a significant cash
penalty if outstanding borrowings are not reduced to $175 million by January 31,
2001.
Senior Subordinated Notes
-------------------------
On February 1, 1997, the Company completed an offering (the ''Offering'') of $50
million of 9 1/8% Senior Subordinated Notes (the ''9 1/8% Notes''). The 9 1/8%
Notes are general unsecured obligations of the Company and are subordinated in
right of payment to all existing and future senior indebtedness of the Company
and other liabilities of the Company's subsidiaries. The 9 1/8% Notes will
mature in 2004, unless repurchased earlier at the option of the Company at 100%
of face value. The 9 1/8% Notes are subject to mandatory repurchase or
redemption prior to maturity upon a Change of Control (as defined). The
indenture under which the 9 1/8% Notes were issued limits the Company's ability
to (i) incur additional indebtedness, (ii) complete certain mergers,
consolidations and sales of assets, and (iii) pay dividends or other
distributions. On December 23, 1997, the Company completed a second offering of
$25.0 million of 8 3/4% Senior Subordinated Notes, Series B (the ''8 3/4%
Notes'') due in 2004 with similar provisions as the 9 1/8% Notes.
The Company is required to meet a number of financial covenants on its 9 1/8%
Notes and 8 3/4% Notes (together the "Notes") including minimum Operating
Coverage Ratio, Minimum Consolidated Net Worth and Maximum Funded Debt to
Capitalization. On August 3, 2000, the Company commenced a consent solicitation
of its Note holders to approve amendments to certain provisions governing the
Notes. Those amendments included a revision of the Operating Coverage Ratio
requirement to 1.8:1.0 from 2.4:1.0 (including for the twelve month period ended
September 30, 2000) and an increase in the interest coupon rate for all Notes to
10 1/2% effective October 1, 2000. The consent solicitation was successfully
completed in late September 2000 and resulted in a $0.7 million payment to the
Note holders in the form of a consent fee. The fee will be amortized as
additional interest expense over the remaining life of the Notes. Other than
the annual interest rate, none of the maturity dates, payment provisions,
redemption provisions or other similar terms of the Notes were changed. The
actual Operating Coverage Ratio at September 30, 2000 was 1.81 versus the
amended minimum requirement of 1.80. The funded Debt to Capitalization ratio at
September 30, 2000 was 73.7% with the maximum allowable under the Note indenture
being 75.0%. These same covenant tests are to be met at the end of each quarter
through the maturity dates for these Notes.
The Company has experienced continuing softness in the demand for loose wheels
and lower than normal sales activity with select other core products due to
reduced new freight car production and the railroads' ongoing cut-back of
spending on discretionary maintenance and repair items. In addition, the
Company recorded a third quarter pre-tax special charge of $9.8 million and
anticipates a fourth quarter pre-tax charge of approximately $2.0 million for
permanent facility and operational consolidations associated with improved
manufacturing process and other changes. While management's forecasts for the
next four quarters reflect continued compliance with all of the amended
covenants, the earnings impact of the factors described above and the timing and
impact of key dispositions of non-core operating assets cannot be easily
measured. Accordingly, compliance with these covenants over the ensuing
quarters may depend upon further amendments.
Failure to meet the Credit Facility's or the Notes' covenant tests would give
the respective creditors the unilateral right to accelerate the maturity of the
related debt after a requisite cure period. In addition, cross-default
provisions under the Credit Facility would be triggered upon a default under the
Notes. If the Company does not have adequate cash or is unable to remain
compliant with such financial covenants, it may be required to further refinance
its existing indebtedness, seek additional financing, or issue common stock or
other securities to raise cash to assist in financing its operations. The
Company has no current commitments or arrangements for such financing
alternatives, and there can be no assurances that such financing alternatives
will be available on acceptable terms, or at all.
A universal shelf registration was declared effective by the Securities and
Exchange Commission on October 29, 1999, for issuances up to $300 million of
debt or equity securities. As of September 30, 2000, no securities were issued
under the new universal shelf registration.
On March 8, 2000, the Company issued 300,000 shares of Series B cumulative
convertible preferred stock ($1 par value) to private equity funds managed by
ING Furman Selz Investments for $30.0 million. The preferred stock has voting
rights under certain circumstances and will pay dividends at the rate of 8% per
annum accrued semi-annually and paid in the form of common stock or cash, at the
discretion of the Company. The preferred stock is convertible into common stock
at the average closing price of the Company's common stock for the thirty
trading days ending February 17, 2000, which was $9.00 per share. The preferred
stock can be converted into common shares at the Company's option under certain
conditions at any time after March 2003. The net proceeds received from the sale
of preferred stock ($28.4 million after offering costs) were applied to reduce
the outstanding indebtedness under the Company's Credit Facility.
While the conversion price may change under specific conditions, the $9.00 per
share price on the date that the Company and the preferred stock holders were
committed to completing the transaction represented a discount from the market
value of the underlying common stock on that date by an aggregate of $11.9
million. This discount represents the value of the beneficial conversion feature
of the preferred stock. Accordingly, the Company initially recorded the value
of the preferred stock as $18.1 million offset by $1.6 million of transaction
costs, with the $11.9 million credited to additional paid-in capital. Since the
preferred stock is convertible at any time at the holders' option, this discount
also represents an immediate deemed dividend to those holders at the date of
issuance. Accordingly, upon issuance, the Company also recorded a $11.9 million
dividend to these holders. Additionally, the preferred stock earned actual
dividends of $1.4 million during the nine months ended September 30, 2000. Both
the actual and deemed dividends are deducted from the net loss for the three and
nine months ended September 30, 2000 to arrive at loss available to common
stockholders in the earnings per share calculations for those periods.
During the quarter ending January 31, 1999, the Company suspended its previous
plan to construct a plant in central Illinois to process used rail into reusable
heat-treated and head-hardened rail. The project is being re-evaluated by the
Company. The machinery and equipment built is being stored pending completion
of a revised business plan. The total investment to date for this project is
$11.6 million.
Under its non-core asset disposition program, the Company is in various stages
of due diligence discussions with a number of parties. If all the assets under
discussion were sold, the Company would experience a significant reduction in
its current level of annual revenue. Up to 85% of the net proceeds from these
dispositions will be used to redeem outstanding indebtedness.
RISK MANAGEMENT
----------------
Foreign Currency
-----------------
As a Company with multi-national operations, many of the Company's transactions
are denominated in foreign currencies. The Company uses financial instruments
to mitigate its overall exposure to the effects of currency fluctuations on its
cash flows. The Company's policy is not to speculate in such financial
instruments for profit or gain. Instruments used as hedges must be highly
effective at reducing the risk associated with the exposure being hedged and
must be designated as a hedge at the inception of the hedging contract.
Currently, the Company hedges forecasted transactions relating to its
manufacturing operations for its ABC-NACO de Mexico subsidiary located in
Sahagun, Mexico and its Cometna subsidiary located in Lisbon, Portugal. At
September 30, 2000, the Company had approximately $25.1 million notional value
of foreign currency option collar contracts outstanding with expiration dates
through March, 2001, hedging manufacturing cost exposures within its ABC-NACO de
Mexico subsidiary. The fair market value of these contracts from the Company's
perspective was $0.4 million at September 30, 2000. Also at September 30, 2000,
the Company had $4.0 million notional value of foreign currency forward
contracts outstanding relating to forecasted U.S. dollar transactions within its
Cometna, Portugal subsidiary with expiration dates through March, 2001.
Interest Rate
--------------
From time to time, the Company enters into various interest rate hedging
transactions for purposes of managing exposures to fluctuations in interest
rates. Currently, the Company hedges a portion of its exposure to fluctuations
in LIBOR interest rates through the use of an interest rate reversion swap.
This swap effectively converts a portion of the Company's outstanding credit
facility borrowings from a floating LIBOR rate to a fixed rate of interest, up
to a maximum trigger point, at which time these borrowings revert back to the
floating LIBOR rate of interest.
At September 30, 2000, the Company had $25.0 million notional value interest
rate reversion swap contracts outstanding. The fair market value of these
contracts from the Company's perspective at September 30, 2000 was ($0.3)
million.
<PAGE>
REGARDING FORWARD-LOOKING STATEMENTS
--------------------------------------
This report contains forward-looking statements that are based on current
expectations and are subject to a number of risks and uncertainties. Actual
results could differ materially from current expectations due to a number of
factors, including general economic conditions; competitive factors and pricing
pressures; shifts in market demand; the performance and needs of industries
served by the Company's businesses; actual future costs of operating expenses
such as rail and scrap steel, self-insurance claims and employee wages and
benefits; actual costs of continuing investments in technology; the availability
of capital to finance possible acquisitions and to refinance debt; the ability
of management to implement the Company's long-term business strategy of
acquisitions; and the risks described from time to time in the Company's SEC
reports. Some of the uncertainties that may affect future results are discussed
in more detail in the Company's Annual Report on Form 10-K for the Transition
Period ending December 31, 1999. All forward-looking statements included in
this document are based upon information presently available, and the Company
assumes no obligation to update any forward looking statements.
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The Company has experienced no material changes in its market risk exposure
since the filing of its Form 10-K report for the Transition Period ended
December 31, 1999.
For a further description regarding foreign currency and interest rate hedging
risks, refer to the Risk Management section of Management's Discussion and
Analysis of Financial Condition and Results of Operation.
<PAGE>
Part II OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
4.1 Third Amendment and Restated Credit Facility dated as of October
30, 2000.
27.1 Financial Data Schedule for period ended September 30, 2000.
(b) Reports on Form 8-K
None
<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.
ABC-NACO Inc.
(Registrant)
By:
J. P. Singsank
Senior Vice President
and Chief Financial Officer
By:
Larry A. Boik
Vice President and Corporate Controller
(Chief Accounting Officer)
Date: November 13, 2000
-------------------------
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------ -------------------------
4.1 Third Amendment and Restated Credit Facility dated as of
October 30, 2000.
27.1 Financial Data Schedule for quarter ended September 30, 2000.
