UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark one)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15D OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to ____________________.
Commission File Number: 0-23242
WEBCO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Oklahoma 73-1097133
(State or other jurisdiction) (I.R.S. Employer Identification No)
of incorporation or organization
201 WOODLAND DRIVE, SAND SPRINGS, OKLAHOMA 74063
(Address of principal executive offices) (Zip Code)
(918) 241-1000
(Registrant's telephone number, including area code)
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.
[X] Yes [ ] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to distribution of securities under a plan
confirmed by a court.
NOT APPLICABLE [ ] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date: 6,339,000 shares of Common
Stock, $0.01 par value, as of May 31, 1997.
<PAGE>
Amendment No. 1
This report on Form 10-Q/A constitutes Amendment No. 1 to the registrant's Form
10-Q for the quarterly period-ended April 30, 1997. The filing amends Part I,
Item 1 to change the amount reported for Accounts receivable, net as of April
30, 1997 from $5,545 to $15,545 to correct a typographical omission in the
EDGAR filing. No other financial statement amounts, including subtotals and
totals, or disclosures are effected by this change.
<PAGE>
<TABLE>
WEBCO INDUSTRIES, INC.
BALANCE SHEETS
(Dollars in thousands, except share amounts and par value)
(Unaudited)
<CAPTION>
April 30, July 31,
1997 1996
<S> <C> <C>
ASSETS
Current assets:
Cash $ 298 $ 508
Accounts receivable, net 15,545 13,106
Inventories 28,037 21,241
Prepaid expenses 334 235
Notes receivable from related parties 1,620 420
Deferred income tax asset 1,532 1,574
Total current assets 47,366 37,084
Property, plant and equipment:
Land 1,436 1,436
Buildings and improvements 8,727 8,630
Machinery and equipment 50,662 50,403
Furniture and fixtures 2,125 1,989
Construction in progress 8,047 3,883
Less accumulated depreciation and amortization (24,120) (22,174)
Net property, plant and equipment 46,877 44,167
Other assets, net 1,607 1,661
Total assets $ 95,850 $ 82,912
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 16,767 $ 12,419
Accrued liabilities 3,985 3,523
Current portion of long-term debt 1,692 1,698
Total current liabilities 22,444 17,640
Long-term debt 25,556 19,413
Deferred income tax liability 6,412 5,684
Contingencies (Note 3) - -
Stockholders' equity:
Common stock, $.01 par value, 12,000,000 shares
authorized, 6,339,000 shares issued and outstanding 63 63
Additional paid-in capital 35,944 35,944
Retained earnings 5,431 4,168
41,438 40,175
Total liabilities and stockholders' equity $ 95,850 $ 82,912
<FN>
See accompanying notes to unaudited financial statements
</TABLE>
<PAGE>
<TABLE>
WEBCO INDUSTRIES, INC.
STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
April 30, April 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net sales $ 28,993 $ 26,338 $ 86,114 $ 74,005
Cost of sales 25,245 22,387 74,473 63,841
Gross profit 3,748 3,951 11,641 10,164
Selling, general and
administrative expenses 2,496 2,402 7,301 6,310
Special item: Write-off of
Mill 3 cut-off equipment - - 884 -
Income from operations 1,252 1,549 3,456 3,854
Interest expense 453 547 1,423 1,663
Income before income taxes 799 1,002 2,033 2,191
Income tax expense 301 381 770 835
Net income $ 498 $ 621 $ 1,263 $ 1,356
Net income per common share $ 0.08 $ 0.10 $ 0.20 $ 0.21
Weighted average common
shares outstanding 6,339,000 6,339,000 6,339,000 6,339,000
<FN>
See accompanying notes to unaudited financial statements
</TABLE>
<PAGE>
<TABLE>
WEBCO INDUSTRIES, INC.
STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<CAPTION>
Nine Months Ended
April 30,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,263 $ 1,356
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 2,194 1,997
(Gain) loss on write-off and disposition of
property, plant and equipment 897 (1)
Deferred tax expense 770 835
(Increase) decrease in:
Accounts receivable (2,439) (1,283)
Inventories (6,796) (680)
Prepaid expenses (99) 26
Increase (decrease) in:
Accounts payable 4,801 (4,653)
Accrued liabilities 462 (1,674)
Net cash provided by (used in) operating activities 1,053 (4,077)
Cash flows from investing activities:
Capital expenditures (5,716) (3,207)
Advances to stockholder (1,226) (3,638)
Repayments of stockholder advances 26 3,638
Proceeds from sale of property, plant and equipment 12 1
Other (70) (450)
Net cash used in investing activities (6,974) (3,656)
Cash flows from financing activities:
Proceeds from long-term debt 92,315 80,300
Principal payments on long-term debt (86,178) (74,943)
Increase (decrease) in book overdrafts (426) 2,144
Net cash provided by financing activities 5,711 7,501
Net change in cash (210) (232)
Cash, beginning of the period 508 1,659
Cash, end of the period $ 298 $ 1,427
<FN>
See accompanying notes to unaudited financial statements
</TABLE>
<PAGE>
WEBCO INDUSTRIES, INC.
Notes to Unaudited Financial Statements
Note 1 - General
The accompanying unaudited condensed financial statements of Webco
Industries, Inc. (the "Company") include, in the opinion of management, all
adjustments (which are of a normal recurring nature) necessary for a fair
presentation of financial position at April 30, 1997 and results of operations
for the three months and nine months ended April 30, 1997 and April 30, 1996,
and cash flows for the nine months ended April 30, 1997 and April 30, 1996.
Results for the three months and nine months ended April 30, 1997 are not
necessarily indicative of results which will be realized for the full fiscal
year. The year-end balance sheet was derived from the audited financial
statements but does not include all disclosures required by generally accepted
accounting principles. The unaudited condensed financial statements should be
read in conjunction with the audited financial statements and related notes
thereto for the year ended July 31, 1996, included in the Company's Form 10-K
for the year ended July 31, 1996.
Note 2 - Inventory
At April 30, 1997 and July 31, 1996, the components of inventory were as
follows:
April 30, 1997 July 31, 1996
Raw materials $19,546,000 $12,471,000
Work-in-process 2,009,000 1,987,000
Finished goods 5,378,000 5,766,000
Maintenance parts
and supplies 1,104,000 1,017,000
------------ ------------
Total inventories $28,037,000 $21,241,000
Note 3 - Contingencies
The Company has been identified as a potentially responsible party in the
cleanup of two EPA Superfund cleanup sites. At April 30, 1997 the Company
estimates its remaining potential liability for remediation of the waste
disposal sites and legal costs, related to the Superfund's oversight body, to
be approximately $231,000 which has been recorded as an accrued liability.
In addition, the Company is a party to various other lawsuits and claims
arising in the ordinary course of business. Management, after review and
consultation with legal counsel, considers that any liability resulting from
these matters would not materially affect the results of operations or the
financial position of the Company.
The reader should refer to the Company's 1996 Form 10-K: Part I, Item 3
"Legal Proceedings" for additional information regarding these matters.
<PAGE>
<AUDIT-REPORT>
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors and Stockholders
Webco Industries, Inc.
We have reviewed the accompanying condensed balance sheet of Webco
Industries, Inc. as of April 30, 1997, and the related condensed statements of
income for the three-month and nine-month periods ended April 30, 1997 and 1996
and cash flows for the nine-month periods ended April 30, 1997 and 1996. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of July 31, 1996, and the related statements of
operations, stockholders' equity and cash flows for the year then ended (not
presented herein); and in our report dated September 18, 1996, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying condensed balance sheet as of
July 31, 1996 is fairly stated in all material respects in relation to the
balance sheet from which it has been derived.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
May 26, 1997
</AUDIT-REPORT>
<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.
WEBCO INDUSTRIES, INC.
July 11, 1997 /s/F. William Weber
F. William Weber
Chairman
Chief Executive Officer
Director
July 11, 1997 /s/Dana S Weber
Dana S. Weber
President
Chief Operating Officer
Director
July 11, 1997 /s/Michael P. Howard
Michael P. Howard
Treasurer
Chief Financial Officer
Vice President of Finance and Administration
