<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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 NO. 1-13394
CHASE INDUSTRIES INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 51-0328047
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
14212 COUNTY ROAD M-50, MONTPELIER, OHIO 43543
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (419) 485-3193
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 [ ]
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF JULY 31, 1997.... 5,997,996
NUMBER OF SHARES OF NONVOTING COMMON STOCK OUTSTANDING AS OF
JULY 31, 1997 ..................................................... 4,100,079*
- ---------
* The Registrant's Nonvoting Common Stock is convertible, on a share-for-share
basis, into Common Stock.
================================================================================
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CHASE INDUSTRIES INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1. Financial Statements Page
<S> <C> <C>
Consolidated Balance Sheet as of June 30, 1997
and December 31, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statement of Income for the three and six months ended
June 30, 1997 and 1996. . . . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statement of Cash Flows for the six months ended
June 30, 1997 and 1996. . . . . . . . . . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . 12
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . 19
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . 20
Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
</TABLE>
2
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CHASE INDUSTRIES INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED; IN THOUSANDS, EXCEPT SHARE INFORMATION)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,206 $ 9,763
Receivables, net of allowance for doubtful accounts and
claims of $1,798 and $1,236 in 1997 and 1996, respectively 49,934 34,514
Inventories 45,738 52,050
Prepaid expenses 859 1,131
Deferred income taxes 4,672 2,897
-------- --------
Total current assets 104,409 100,355
Property, plant and equipment, net 97,945 97,628
Other assets 5,530 6,768
-------- --------
Total assets $207,884 $204,751
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 38,046 $ 36,134
Accrued compensation and benefits 5,220 5,598
Accrued income taxes 1,529 3,685
Other accrued liabilities 7,158 6,158
Current portion of long-term debt 139 131
-------- --------
Total current liabilities 52,092 51,706
Long-term debt 57,745 70,631
Deferred income taxes 10,303 8,081
-------- --------
Total liabilities 120,140 130,418
-------- --------
Commitments and contingencies -- --
-------- --------
Stockholders' equity:
Common stock, $.01 par value, 25,000,000 shares authorized;
5,997,896 and 5,965,621 shares issued and outstanding
in 1997 and 1996, respectively 60 60
Nonvoting common stock, $.01 par value, 5,000,000 shares
authorized; 4,100,079 shares issued and outstanding
in 1997 and 1996 41 41
Additional paid-in capital 30,530 30,039
Retained earnings 57,113 44,193
-------- --------
Total stockholders' equity 87,744 74,333
-------- --------
Total liabilities and stockholders' equity $207,884 $204,751
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
3
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CHASE INDUSTRIES INC.
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED; IN THOUSANDS, EXCEPT SHARE INFORMATION)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $ 129,080 $ 82,095 $ 255,154 $ 172,012
Cost of goods sold (exclusive of depreciation
and amortization shown separately below) 111,125 70,298 219,047 147,581
----------- ----------- ----------- -----------
Gross profit 17,955 11,797 36,107 24,431
Selling, general and administrative expenses 4,026 1,966 7,887 4,373
Depreciation and amortization 2,431 1,243 4,869 2,458
----------- ----------- ----------- -----------
Operating income 11,498 8,588 23,351 17,600
Interest expense, net 1,231 260 2,513 610
----------- ----------- ----------- -----------
Income before income taxes 10,267 8,328 20,838 16,990
Provision for income taxes 3,901 3,288 7,918 6,710
----------- ----------- ----------- -----------
Net income $ 6,366 $ 5,040 $ 12,920 $ 10,280
=========== =========== =========== ===========
Average shares outstanding 10,097,830 10,062,659 10,087,352 10,061,853
=========== =========== =========== ===========
Earnings per share $ .63 $ .50 $ 1.28 $ 1.02
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
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CHASE INDUSTRIES INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED; IN THOUSANDS)
<TABLE>
<CAPTION>
Six Months Ended June 30,
1997 1996
--------- ---------
<S> <C> <C>
Operating activities:
Net income $ 12,920 $ 10,280
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 4,869 2,458
Accretion of discount on BP Note -- 938
Deferred income tax expense (benefit) 447 (26)
Changes in assets and liabilities:
(Increase) in receivables (15,420) (3,689)
Decrease in inventories 6,312 2,292
Increase (decrease) in accounts payable 1,912 (183)
Increase in accrued liabilities (1,534) (851)
Other, net 1,192 158
--------- ---------
Net cash provided by operating activities 10,698 11,377
--------- ---------
Investing activities:
Additions to property, plant and equipment (4,868) (1,131)
--------- ---------
Net cash (used in) investing activities (4,868) (1,131)
--------- ---------
Financing activities:
Revolving credit facility borrowings, net 2,222 --
Principal payments on long-term debt (15,100) --
Issuance of common stock - options exercised 491 24
--------- ---------
Net cash (used in) provided by financing activities (12,387) 24
--------- ---------
Net (decrease) increase in cash and cash equivalents (6,557) 10,270
Cash and cash equivalents, beginning of period 9,763 16,973
--------- ---------
Cash and cash equivalents, end of period $ 3,206 $ 27,243
========= =========
Supplemental disclosures:
Interest and bank fees paid $ 1,700 $ 71
========= =========
Income taxes paid $ 9,485 $ 7,801
========= =========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
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CHASE INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. SIGNIFICANT ACCOUNTING POLICIES:
PRINCIPLES OF CONSOLIDATION AND INTERIM FINANCIAL INFORMATION
The consolidated balance sheet as of June 30, 1997, and December 31, 1996,
the consolidated statement of income for the three and six months ended June
30, 1997 and 1996, and the consolidated statement of cash flows for the six
months ended June 30, 1997 and 1996, include the accounts of Chase Industries
Inc. (the "Company"), a Delaware corporation, and its wholly-owned
subsidiaries, Chase Brass & Copper Company, Inc. ("CBCC"), a Delaware
corporation, Leavitt Tube Company, Inc. ("Leavitt"), a Delaware corporation,
and Holco Corporation ("Holco"), an Illinois corporation and wholly-owned
subsidiary of Leavitt.
The accompanying financial statements have been prepared in accordance
with instructions to Form 10-Q and do not include all the information and
footnote disclosures required by generally accepted accounting principles. The
financial information for June 30, 1997 and 1996, included herein is unaudited
and, in the opinion of management, reflects all adjustments necessary,
consisting only of normal recurring adjustments, for a fair presentation of
such financial information.
The results of operations for the three and six months ended June 30,
1997, are not necessarily indicative of the results of operations that may be
expected for the year ended December 31, 1997. This quarterly report on Form
10-Q should be read in conjunction with the annual financial statements
included in the Company's Annual Report on Form 10-K dated March
18, 1997.
On August 30, 1996, the Company acquired, through Leavitt, the assets and
operations of the steel tube division of UNR Industries, Inc., including all
the outstanding stock of Holco (the "Leavitt Acquisition"). Upon consummation
of the Leavitt Acquisition, Leavitt continued operations in the manufacture and
sale of structural and mechanical steel tubing. The net purchase price was
approximately $91.7 million after post-closing adjustments, of which $62
million was financed with the Bank Credit Facility (as hereinafter defined) and
the remainder with cash. The Leavitt Acquisition was accounted for as a
purchase.
On August 24, 1990, the Company acquired, through CBCC, the assets and
operations of a Delaware corporation formerly named Chase Brass & Copper
Company, Incorporated ("Old Chase"), pursuant to the Asset Purchase Agreement
("CBCC Purchase Agreement") dated May 10, 1990, by and between the Company,
CBCC, Old Chase, BP Exploration (Alaska) Inc. ("BPE") and The Standard Oil
Company (the "CBCC Acquisition"). BPE and The Standard Oil Company
(collectively referred to as "BP") own all of the stock of Old Chase. The CBCC
Acquisition was accounted for as a purchase.
6
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CHASE INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. INVENTORIES:
Inventories are stated at the lower of cost-or-market, with cost
determined on the last-in, first-out (LIFO) basis. Inventories have been
written down to lower of cost-or-market and such amounts are considered cost
for subsequent periods. If the first-in, first-out (FIFO) method for
determining cost had been used, inventories would have been approximately $4.5
million and $2.0 million higher at June 30, 1997, and December 31, 1996,
respectively. Inventories consisted of the following (in thousands):
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
-------- --------
<S> <C> <C>
Raw materials $ 16,742 $ 14,547
Work in process 9,992 21,124
Finished goods 19,670 18,613
-------- --------
6,404 54,284
Tolling metal due customers (666) (2,234)
-------- --------
$ 45,738 $ 52,050
======== ========
</TABLE>
3. EARNINGS PER SHARE
In March 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 128").
This Statement establishes standards for computing and presenting earnings per
share and amends the standards for omputing earnings per share previously found
in Accounting Principles Board Opinion No. 15, "Earnings per Share" ("APB 15").
SFAS 128 is required to be adopted by the Company for the year ended
December 31, 1997 and earlier adoption is not permitted. Accordingly, earnings
per share as of June 30, 1997 and 1996, presented on the face of the
Consolidated Statement of Income included herein are computed in accordance
with APB 15.
Pro forma presentation of the effects of adopting SFAS 128 are presented
below:
<TABLE>
<CAPTION>
Three Months Ended June 30,
------------------------------------------------
1997 1996
----------------------- ----------------------
Shares EPS Shares EPS
------ --- ------ ---
<S> <C> <C> <C> <C>
Basic 10,097,830 $ .63 10,062,659 $ .50
Dilution - stock options 190,773 (.01) 144,124 (.01)
---------- ------- ---------- -------
Fully diluted 10,288,603 $ .62 10,206,783 $ .49
========== ======= ========== =======
</TABLE>
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CHASE INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30,
------------------------------------------------------
1997 1996
------------------------ ------------------------
Shares EPS Shares EPS
------ --- ------ ---
<S> <C> <C> <C> <C>
Basic 10,087,352 $ 1.28 10,061,853 $ 1.02
Dilution - stock options 193,685 (.02) 107,309 (.01)
---------- --------- ---------- ---------
Fully diluted 10,281,037 $ 1.26 10,169,162 $ 1.01
========== ========= ========== =========
</TABLE>
4. COMMITMENTS AND CONTINGENCIES:
CBCC. In connection with the CBCC Acquisition, the Company and BP entered
into a remediation agreement (the "Remediation Agreement"). Under the terms of
the Remediation Agreement, BP is responsible for certain remediation activities
attributable to environmental releases which occurred prior to the CBCC
Acquisition at CBCC's manufacturing facility and the construction of a waste
water treatment plant to enable CBCC to comply with its waste water discharge
permit (the "Permit"). BP also is obligated under the CBCC Purchase Agreement
to indemnify the Company for liabilities arising out of certain environmental
conditions that existed as of the CBCC Acquisition date. BP has performed
certain activities in this regard and has acknowledged liability for certain
releases of regulated substances into the environment which occurred prior to
the CBCC Acquisition.
While CBCC's waste water treatment plant has been in operation since May
1993, CBCC is still experiencing exceedances to certain limitations contained
in the Permit, resulting in violations of the Clean Water Act. The Ohio
Environmental Protection Agency ("Ohio EPA") is kept apprised as to the status
of activities concerning the elimination of exceedances and has not initiated
any enforcement action against CBCC for prior exceedances, but has indicated
that it may do so if violations of the Permit limits continue. CBCC has
identified certain conditions that may be contributing to the exceedances and
is actively working to correct the problems that have precluded CBCC's routine
compliance with the Permit.
CBCC and/or other entities named "Chase Brass & Copper Co." (which may
include Old Chase or divisions of Old Chase) have been named by governmental
agencies and/or private parties as a potentially responsible party ("PRP")
under the Comprehensive Environmental Response, Compensation and Liability Act
of 1980 (CERCLA) and/or state laws with respect to two sites, and may have been
identified as a PRP at one additional site.
In connection with one of the two sites, located in Cleveland, Ohio, CBCC
has been named as one of over 130 defendants in a CERCLA Section 107 action
which seeks recovery of response costs previously spent and proposed to be
spent by the plaintiff. The plaintiff has alleged that between 1990 and 1993 it
and the other ordered parties have incurred response costs in excess of
$10 million. The Company believes that CBCC has had no contact with the site and
has no knowledge as to what, if any, share of response costs has been allocated
to CBCC. BP has been notified of this
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CHASE INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
suit and has assumed the defense thereof because alleged events giving rise to
the CERCLA liability occurred prior to the CBCC Acquisition.
With respect to the second site, located in Tifton, Georgia, CBCC has been
notified by a group of private parties of its potential identification as a
PRP. The notice alleges that CBCC may be liable for contribution with respect
to prior cleanup costs incurred by third parties at this site and may be
required to participate in funding future cleanup costs at this site. The
Company believes that CBCC has had no contact with the site and has no
knowledge as to what, if any, share of response costs would be allocated to
CBCC if it is determined that CBCC or Old Chase had any contact with
this site. BP has been notified and has assumed the defense of this matter.
The additional site, located in Mifflin County, Pennsylvania, was placed
on the United States Environmental Protection Agency's (the "EPA") National
Priorities List in 1989. While CBCC has not received any formal notification
from the EPA or any third party, the Company believes that Old Chase has been
identified by the EPA as a PRP. To the Company's knowledge, however, neither
CBCC nor the brass rod division of Old Chase directly disposed of hazardous
wastes at this site. Nevertheless, BP has been notified by the Company of
CBCC's (or Old Chase's) apparent identification as a PRP and BP's
responsibility for any liability associated with this site as it relates to
periods prior to the date of the CBCC Acquisition. Based on information
available to the Company, it appears that if CBCC or Old Chase were determined
to be liable, liability would be allocated on the basis of 0.5828% of cleanup
costs (or approximately $376,000).
The Company believes that CBCC has no liability for the cleanup costs
related to these sites because (a) such liability is attributable to an entity
that had the same or similar name to that of CBCC, such as a division or
subsidiary of BP (other than the brass rod division of Old Chase), or (b) such
liability arose from acts that occurred prior to the CBCC Acquisition and,
therefore, BP retained such liability under the CBCC Purchase Agreement and is
contractually obligated to indemnify the Company for such liabilities. To the
extent CBCC incurs any cleanup costs with respect to these sites, it intends to
enforce its rights under the CBCC Purchase Agreement to recover such amounts
from BP.
Preliminary studies conducted immediately prior to the CBCC Acquisition
indicated that the site upon which CBCC's manufacturing facility is located has
been contaminated with certain volatile organic compounds, including
trichlorethylene, as well as total petroleum hydrocarbons and certain metals
from historical operating practices. BP has conducted initial site
investigation activities to determine the extent of contamination and
appropriate cleanup methods. CBCC has determined that additional sampling is
necessary to more fully delineate the extent and magnitude of contamination and
to identify appropriate cleanup standards. CBCC has identified additional
sampling that it believes is necessary, and intends to meet with BP and the
Ohio EPA to identify available remedial methods and potential regulatory
constraints related to specific remedial methodologies. The results of the
initial sampling, the additional sampling to be conducted, and input from the
Ohio EPA will be used to develop a comprehensive remediation plan for the site.
The investigation is being conducted on a voluntary basis with the concurrence
of the Ohio EPA.
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CHASE INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Because the site investigatory activities related to CBCC's facility are
not yet complete, the Company presently is unable to estimate with any degree
of certainty the extent of contamination or the amount of site cleanup costs
associated therewith, although such costs may be material. Therefore, to the
extent CBCC is required to fund cleanup costs related to the remediation of
contamination at its manufacturing facility as a result of BP's refusal to
implement remediation activities acceptable to CBCC, such costs could have a
material adverse effect on the Company's financial condition and results of
operations pending the recovery of such amounts from BP. However, because BP
has acknowledged its contractual obligation to fund certain investigatory and
cleanup activities related to site contamination attributable to Old Chase's
operations, the probability that CBCC would be required to make material
expenditures related to site cleanup appears to be remote. Accordingly, no
reserves have been established regarding the aforementioned matters.
Additionally, the Company expects no material impact on its financial position,
results of operations or liquidity as a result of the existence of any other
environmental conditions related to CBCC.
To the extent CBCC incurs cleanup costs with respect to CBCC's site, it
intends to enforce its rights under the CBCC Purchase Agreement and/or the
Remediation Agreement to recover such amounts from BP. In the event the Company
is entitled to recovery from BP pursuant to the Remediation Agreement, the CBCC
Purchase Agreement, or otherwise, but is unable to collect such amounts from
BP, the Company may elect to offset the amounts of such recoveries against
amounts payable under the $20 million promissory note issued to BP as part of
the CBCC Acquisition (the "BP Note").
Leavitt. Prior to the closing of the Leavitt Acquisition, five underground
storage tanks ("USTs") were removed from Leavitt's facility in Hammond,
Indiana. Prior to removal, one or more of the USTs released petroleum and other
chemical constituents into the environment. Some contamination of groundwater
and soil at the Hammond facility remains in place. Prior to the Leavitt
Acquisition, Old Leavitt had conducted sampling and had requested the Indiana
Department of Environmental Management ("IDEM") to "close" the UST removal
project. The IDEM has not yet issued a "closed" letter, and in February 1997,
notified Leavitt that additional groundwater sampling will be required prior to
the IDEM considering closure. Because Leavitt has determined to relocate the
operations of its Hammond facility to Chicago, Leavitt is reevaluating the
appropriate course of action at the Hammond facility.
Pending evaluation of future courses of action at the Hammond facility,
Leavitt does not intend to engage in any additional sampling or remedial
activities at the Hammond facility, and the Company currently is unable to
determine the extent of contamination or what, if any, remedial activities may
be required. Because, as noted above, there exists evidence of contamination at
the Hammond facility, the cleanup costs associated with the environmental
conditions at the Hammond facility could be material. However, the probability
that Leavitt would be required to make material expenditures relating to site
cleanup at the Hammond facility appears to be remote. Therefore, the Company
has not made any specific accrual for costs related to investigation or cleanup
at the Hammond facility. To the extent the Company or Leavitt incurs a
liability with respect to site cleanup at the Hammond facility, UNR Industries,
Inc., is obligated under the Leavitt Acquisition Agreement
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CHASE INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
to indemnify Leavitt for 90% of losses related to certain environmental
conditions, including costs incurred with respect to contaminants released at
Leavitt's properties (including the Hammond facility) prior to the Leavitt
Acquisition, to the extent such losses exceed $400,000 in the aggregate. In
addition, to the extent the contamination at the Hammond facility is attributed
to actions of prior owners, the Company may be entitled to recover from prior
owners costs incurred by the Company at the Hammond site.
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CHASE INDUSTRIES INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
The Company, through its wholly owned subsidiaries CBCC and Leavitt, is a
leading manufacturer of free-machining and forging brass rod and structural and
mechanical steel tubing.
CBCC
CBCC is an ISO 9002 certified manufacturer and supplier of free-machining
and forging brass rod in the United States and Canada. CBCC's net sales
represent gross sales of brass rod less sales discounts and freight charges.
The gross sales price of brass rod consists of a metal price charged to
customers and a fabrication price as separate components. Cost of goods sold
includes the cost of brass scrap, which is the principal raw material used in
the manufacturing process and the primary component of cost of goods sold, as
well as the costs of labor, energy and other materials and supplies used in
fabricating the brass scrap into finished rod. Therefore, CBCC's profit levels
depend primarily on the amount of finished rod shipped, fabrication prices, and
the difference between the metal price charged to customers and CBCC's cost of
brass scrap.
The principal raw material used in CBCC's manufacturing process is brass
scrap, approximately 80% of which is obtained from customers and 20% of which
is purchased from scrap dealers at prevailing free-market prices. Free-market
prices of brass scrap fluctuate based on the supply of and demand for brass
scrap and the price for copper and zinc (the major components of brass), and
generally are less than the price at which brass scrap is purchased from
customers ("Metal Buying Price").
CBCC's pricing structure consists of a metal selling price and a
fabrication price as separate components. The metal price charged to customers
("Metal Selling Price") is determined at the time of shipment based on the
then-current Metal Buying Price and is not directly affected by fluctuations in
free-market brass scrap prices. As a result of this pricing structure,
increases and decreases in the Metal Selling Price will affect net sales levels
and gross profit as a percentage of sales, even in the absence of an increase
or decrease in shipments or the fabrication prices charged to customers, but
will have little impact on the Company's gross profit levels. However, the
quantity of free-market brass scrap purchased by CBCC and changes in the
difference between the free-market prices paid for brass scrap and the Metal
Buying Price will affect the Company's gross profit, even in the absence of an
increase or a decrease in shipments or net sales levels.
In addition to sales made under the pricing structure described above,
some sales are made on a tolling basis. In a tolling arrangement, the customer
consigns brass scrap to CBCC and is charged a fabrication price for processing
the brass scrap into finished rod. Tolling transactions reduce the Company's
net sales by the Metal Selling Price that otherwise would be charged to the
customer in a sale of finished brass rod and cost of goods sold by the Metal
Buying Price that otherwise would be paid to the customer. To a lesser extent,
tolling transactions also affect the
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CHASE INDUSTRIES INC.
Company's gross profit to the extent CBCC is unable to take advantage of the
pricing differential on brass scrap purchased and sold. To partially offset the
effect of tolling transactions on the Company's gross profit, CBCC requires
tolling customers to deliver 1.04 pounds of brass scrap in exchange for each
pound of finished rod shipped.
LEAVITT
Leavitt is a leading producer of structural and mechanical electric
resistance welded steel tubing in round, square and rectangular shapes in sizes
ranging from 3/8 inch to 12 3/4 inches in outer diameter for round sizes and
1/2 inch to 10 inch squares and equivalent rectangles. Leavitt's financial
performance may be impacted by changes in the price it pays for flat-rolled
steel, the primary cost component of Leavitt's finished product, based on the
market conditions in the flatrolled steel industry. Based on the then-current
market conditions in the steel tubing industry, Leavitt may or may not pass the
economic impact of steel price changes on to its customers through changes in
the selling price.
RESULTS OF OPERATIONS
Three Months Ended June 30, 1997, Compared with Three Months Ended June 30,
1996
Results for the three months ended June 30, 1997, include the results of
Leavitt, which is a predominant factor contributing to the increases discussed
below.
Net sales increased $47 million, or 57%, to $129.1 million in 1997
primarily due to the addition of Leavitt as well as record brass rod shipments.
Leavitt increased shipments nearly 10% in second quarter 1997 compared with the
prior year. CBCC continues to experience strong demand from its customers,
particularly those in plumbing and plumbing-related industries. CBCC's
shipments increased 7% in second quarter 1997 compared with 1996. The brass rod
industry as a whole continues to experience high demand from the industry's
largest end-use market, construction and remodeling.
As a result of the above factors, the Company's gross profit increased
$6.2 million, or 52%, to $18 million in second quarter 1997.
Selling, general and administrative expenses increased $2.1 million to
$4.0 million in second quarter 1997 compared with 1996. The increase was
attributed primarily to the Leavitt Acquisition.
Depreciation and amortization increased $1.2 million, or 96%, to $2.4
million in second quarter 1997, principally due to increased depreciation on
capital assets acquired in the Leavitt Acquisition.
As a result of the above factors, operating income increased $2.9 million,
or 34%, to $11.5 million in second quarter 1997.
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CHASE INDUSTRIES INC.
Net interest expense increased $971,000, or 373%, to $1.2 million in
second quarter 1997, primarily as a result of interest expenses associated with
Leavitt Acquisition debt and reduced interest income due to the use of cash on
hand in the Leavitt Acquisition and to paydown debt.
Income tax expense increased $613,000, or 19%, to $3.9 million in second
quarter 1997 as a result of an increase of $1.9 million, or 23%, in income
before income taxes.
Based on the above factors, net income increased $1.3 million, or 26%, to
$6.4 million. Earnings per share increased to $.63 in second quarter 1997
compared with $.50 in second quarter
1996.
Six Months Ended June 30, 1997, Compared with Six Months Ended June 30, 1996
Results for the six months ended June 30, 1997, include the results of
Leavitt, which is a predominant factor contributing to the increases discussed
below.
Net sales increased $83.1 million, or 48%, to $255.2 million in first half
1997 primarily due to the addition of Leavitt and record brass rod shipments.
The Company increased steel tubing shipments for first half 1997 8% over 1996
predominately due to high demand for Leavitt's products. CBCC's record
shipments are primarily attributed to strong demand from customers in plumbing
and plumbing-related industries. The brass rod industry as a whole continues to
experience high demand, particularly from the industry's largest end-use
market, construction and remodeling.
The Company's customers indicate that demand will remain strong throughout
the remainder of the year. However, the Company's profit growth will be
constrained by brass rod manufacturing capacity limitations. Such capacity
constraints encouraged the Company to launch a capital expansion project
earlier this year, as discussed below under "Liquidity and Capital
Resources - Capital Resources."
As a result of the above factors, the Company's gross profit increased
$11.7 million, or 48%, to $36.1 million in first half 1997.
Selling, general and administrative expenses increased $3.5 million to
$7.9 million in first half 1997 compared with 1996. The increase was attributed
primarily to the Leavitt Acquisition.
Depreciation and amortization increased $2.4 million, or 98%, to $4.9
million in first half 1997, principally due to increased depreciation on
capital assets acquired in the Leavitt Acquisition.
As a result of the above factors, operating income increased $5.8 million,
or 33%, to $23.4 million in first half 1997.
14
<PAGE> 15
CHASE INDUSTRIES INC.
Net interest expense increased $1.9 million, or 312%, to $2.5 million in
first half 1997, primarily as a result of interest expenses associated with
Leavitt Acquisition debt and reduced interest income due to the use of cash on
hand in the Leavitt Acquisition and to paydown debt.
Income tax expense increased $1.2 million, or 18%, to $7.9 million in
first half 1997 as a result of an increase of $3.8 million, or 23%, in income
before income taxes.
Based on the above factors, net income increased $2.6 million, or 26%, to
$12.9 million. Earnings per share increased to $1.28 in first half 1997
compared with $1.02 in first half 1996.
LIQUIDITY AND CAPITAL RESOURCES
General
At June 30, 1997, cash and cash equivalents totaled $3.2 compared with
$9.8 million at year end 1996. This decline is predominantly attributed to
prepayments of Leavitt Acquisition long-term debt totaling $12.8 million in
first half 1997. Since the Leavitt Acquisition in August 1996, the Company has
prepaid a total of $25 million of the associated long-term debt.
Free cash flow (net income plus depreciation and amortization less capital
expenditures) increased 11% to $12.9 million in first half 1997, compared with
$11.6 million for the same period in 1996. Free cash flow will be applied to
further reduce bank debt and will be available to fund future acquisitions. The
Company is currently meeting its operational and liquidity needs with cash on
hand, internally generated funds and amounts available under the Bank Credit
Facility (as hereinafter defined).
Working Capital
At June 30, 1997, working capital was $52.3 million, a $3.7 million, or
8%, increase from $48.6 million at December 31, 1996.
At June 30, 1997, the increase in working capital predominantly resulted
from a $15.4 million, or 45%, increase in accounts receivable, a $1.8 million
increase in deferred taxes and a $1.5 million decrease in accrued liabilities,
partially offset by a $6.6 million, or 67%, decrease in cash and cash
equivalents, a $6.3 million, or 12%, decrease in inventories, and a $1.9
million increase in accounts payable.
The decrease in cash and cash equivalents was the result of prepaying
$12.8 million of Leavitt Acquisition debt. The increase in accounts receivable
was due principally to an increase of $27.4 million, or 52%, in net sales in
June 1997 compared with December 1996. The Company's shipments are typically
lower in December due to customer shutdowns.
15
<PAGE> 16
CHASE INDUSTRIES INC.
The Company's current ratio follows:
<TABLE>
June 30, 1997 December 31, 1996
------------- -----------------
<S> <C> <C>
Current ratio 2.00 1.94
Current ratio excluding cash 1.95 1.75
</TABLE>
Cash Flow Provided by Operating Activities
For the six months ended June 30, 1997, net cash provided by operating
activities was $10.7 million, which included net income of $12.9 million and
depreciation and amortization of $4.9 million, partially offset by an increase
in working capital, excluding cash, debt and deferred taxes, of $8.5 million.
For the six months ended June 30, 1996, net cash provided by operating
activities was $11.4 million, which included net income of $10.3 million,
depreciation and amortization of $2.5 million and accretion of discount on the
BP Note of $938,000, partially offset by an increase in working capital,
excluding cash, debt and deferred income taxes, of $2.3 million.
Cash Flow Used in Investing Activities
Capital additions were $4.9 million for the six months ended June 30,
1997, and $1.1 million for the six months ended June 30, 1996.
Cash Flow Used in Financing Activities
Cash used in financing activities of $12.4 million for the six months
ended June 30, 1997, consisted of net repayments of long-term debt of $12.9
million partially offset by $491,000 from the issuance of common stock for
stock options exercised. Financing activities during the six months ended June
30, 1996, were not significant.
Capital Resources
The Company has launched a capital project referred to as "Project 400." The
project includes potential expansion of CBCC's foundry, extrusion system and
finishing capability, with an ultimate goal of increasing finished brass rod
shipments to approximately 400 million pounds annually, a one-third increase
over current production levels. The first phase of the project, which is
expected to be completed near the end of 1997, has a total cost of
approximately $12 million. It is anticipated that capital projects will be paid
for with cash flow provided by operating activities or through alternative
financing arrangements.
16
<PAGE> 17
CHASE INDUSTRIES INC.
Bank Credit Facility
In connection with the Leavitt Acquisition, the Company entered into a new
credit facility (the "Bank Credit Facility") of $100 million agented by PNC
Bank, National Association. The Bank Credit Facility replaced the Company's
existing $33 million bank credit facility, which was terminated August 30,
1996. The Bank Credit Facility includes a $60 million term loan ("Term Loan")
and a $40 million revolving credit facility ("Revolving Credit Facility").
Since the Leavitt Acquisition, the Company has prepaid a total of $15 million
on the Term Loan, including all amounts originally due in 1997, 1998 and 1999.
The remaining balance on the Term Loan is payable in quarterly installments in
amounts ranging from $1,675,000 in January 2000 to $3,025,000 due January 2003.
The total borrowing capacity under the Revolving Credit Facility is determined
monthly by a formula based on levels of inventory and accounts receivable, up
to a maximum of $40 million. The Revolving Credit Facility commitment expires
August 30, 2001, and the Company can request a one-year extension of the
expiration date at any time after December 31, 1997.
Effective June 16, 1997, the Company and PNC Bank agreed to an amendment
to the Bank Credit facility which reduced the Company's LIBOR spread and
provided a Federal funds interest rate option for the Revolving Credit
Facility. Advances under the Revolving Credit Facility will bear interest, at
the Company's option, at a rate per annum equal to (i) PNC Bank's prime rate or
(ii) the Federal funds rate plus 3/4%, 7/8%, 1%, 1 1/4%, 1 3/8%, 1 5/8%, or
(iii) LIBOR for the applicable borrowing period plus 3/8%, 1/2%, 5/8%, 3/4%,
1%, or 1 1/4% depending on the Company's ratio of total debt to earnings before
interest, taxes, depreciation and amortization, with interest payable quarterly
or as of the end of each LIBOR borrowing period, whichever is shorter. The Term
Loan interest options are the same as the Revolving Credit Facility except that
there is no Federal funds option.
The Bank Credit Facility contains certain covenants that, among other
things, limit the Company's ability to incur additional debt, make capital
expenditures or pay dividends. The covenants also require the Company to
maintain a minimum interest coverage ratio and level of net worth and restrict
the Company from exceeding a maximum ratio of debt to cash flow from
operations. The Bank Credit Facility also requires the Company to maintain CBCC
and Leavitt as wholly-owned subsidiaries.
As of June 30, 1997, $35 million was outstanding under the Term Loan.
Borrowings outstanding under the Revolving Credit Facility at June 30, 1997,
totaled $2.2 million with total availability under the Revolving Credit
Facility at $37.8 million.
BP Note
In connection with the CBCC Acquisition, the Company issued a promissory
note to BP in the original principal amount of $20.0 million (the "BP Note").
The BP Note was recorded at the CBCC Acquisition date at a discount using a
10.4% effective interest rate. The BP Note initially matured in August 1996,
and the Company, at its option, extended the maturity date for three additional
years to August 1999 with interest payable annually at 9.28%. The BP Note
contained a contingent interest payment based upon average Company earnings (as
defined in the BP Note) for
17
<PAGE> 18
CHASE INDUSTRIES INC.
the years ended December 31, 1990 through 1995. The contingent interest,
totalling $254,000 and due August 1996, was offset against the receivable from
BP.
CONTINGENCIES - ENVIRONMENTAL MATTERS
As discussed in Note 4 of Notes to Consolidated Financial Statements, each
of CBCC and Leavitt are subject to certain contingent liabilities relating to
environmental conditions at their respective facilities. Because investigatory
activities with respect to such environmental conditions have not been
completed, the Company currently is unable to estimate with any degree of
certainty the extent of contamination or the amount of cleanup costs associated
therewith. However, the cleanup costs associated with these environmental
conditions may be material and, in the event CBCC or Leavitt, as applicable,
were determined to be solely responsible or liable for site cleanup activities
(due to the inability or unwillingness of other responsible parties to perform
or pay for such activities), such expenditures could have a material adverse
effect on the Company's earnings and financial condition. Notwithstanding this
potential (although uncertain) material liability, because of the contractual
obligations of third parties with respect to such environmental conditions, the
Company does not believe that it will be required to make material expenditures
with respect to these environmental conditions or that the cleanup costs or
other liabilities associated with such conditions will have a material adverse
effect on the Company's financial position, results of operations or liquidity.
On the bases stated above, the Company has not made any related accrual of all
or any part of such costs.
18
<PAGE> 19
CHASE INDUSTRIES INC.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders of the Company was held on May 14,
1997, for the purpose of electing a board of directors, ratifying the
appointment of independent accountants and transacting such other business as
outlined below. Proxies for the meeting were solicited pursuant to Section
14(a) of the Securities Exchange Act of 1934 and there was no solicitation in
opposition to management's solicitations.
All of management's nominees for directors as listed in the Proxy
Statement dated April 14, 1997, were elected with the following vote:
<TABLE>
<CAPTION>
Shares Voted "For" Shares "Withheld" Broker Non-Votes
----------------- ---------------- ----------------
<S> <C> <C> <C>
Martin V. Alonzo 5,061,543 281,200 -0-
Raymond E. Cartledge 5,060,838 281,905 -0-
Charles E. Corpening 4,640,236 702,507 -0-
Donald J. Donahue 5,061,138 281,605 -0-
John R. Kennedy 5,061,238 281,505 -0-
Thomas F. McWilliams 5,061,543 281,200 -0-
William R. Toller 5,051,238 291,505 -0-
</TABLE>
The appointment of Coopers & Lybrand L.L.P. as independent accountants was
ratified by the following vote:
<TABLE>
<CAPTION>
Shares Voted "For" Shares Voted "Against" Shares Abstaining Broker Non-Votes
- ----------------- --------------------- ----------------- ----------------
<S> <C> <C> <C>
5,276,538 5,783 3,462 56,960
</TABLE>
The proposal to amend the Restated Certificate of Incorporation of the
Company to change the corporate name to "Chase Industries Inc." was ratified by
the following vote:
<TABLE>
<CAPTION>
Shares Voted "For" Shares Voted "Against" Shares Abstaining Broker Non-Votes
- ----------------- --------------------- ----------------- ----------------
<S> <C> <C> <C>
5,337,263 2,500 2,980 -0-
</TABLE>
The proposal to approve amendments to the Company's 1994 Long-Term Incentive
Plan was ratified by the following vote:
<TABLE>
<CAPTION>
Shares Voted "For" Shares Voted "Against" Shares Abstaining Broker Non-Votes
- ----------------- --------------------- ----------------- ----------------
<S> <C> <C> <C>
2,901,075 1,308,185 25,552 1,107,931
</TABLE>
19
<PAGE> 20
CHASE INDUSTRIES INC.
The proposal to approve the Company's 1997 Non-Employee Director Stock
Option Plan was ratified by the following vote:
<TABLE>
<CAPTION>
Shares Voted "For" Shares Voted "Against" Shares Abstaining Broker Non-Votes
- ----------------- --------------------- ----------------- ----------------
<S> <C> <C> <C>
3,524,772 731,488 24,652 1,061,831
</TABLE>
The proposal to approve the Company's 1997 Executive Deferred Compensation
Stock Option Plan was ratified by the following vote:
<TABLE>
<CAPTION>
Shares Voted "For" Shares Voted "Against" Shares Abstaining Broker Non-Votes
- ----------------- --------------------- ----------------- ----------------
<S> <C> <C> <C>
3,455,962 751,418 27,432 1,107,931
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. EXHIBITS
<TABLE>
<S> <C>
3.1 -- Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-8 dated December 9, 1994,
Registration No. 33-87278) as amended by the Certificate of
First Amendment to the Company's Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.2 to
the Company's Current Report on Form 8-K dated May 14,
1997).
3.2 -- By-Laws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on Form
S-1 as filed with the Securities and Exchange Commission on
November 3, 1994, Registration No. 33-83178).
4.1 -- Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-1 as filed with the Securities and
Exchange Commission on November 3, 1994, Registration No.
33-83178).
4.2 -- Exchange Agreement dated November 4, 1994, between the
Company and Citicorp Venture Capital Ltd. ("CVC")
(incorporated by reference to Exhibit 4.4 to the Company's
Registration Statement on Form S-8 dated December 9, 1994,
Registration No. 33-87278).
4.3 -- Voting Agreement dated November 4, 1994, between the
Company, CVC and Martin V. Alonzo ("Mr. Alonzo")
(incorporated by reference to Exhibit 4.5 to the Company's
Registration Statement on Form S-8 dated December 9, 1994,
Registration No. 33-87278).
</TABLE>
20
<PAGE> 21
CHASE INDUSTRIES INC.
<TABLE>
<S> <C>
+27.1 -- Financial Data Schedule.
</TABLE>
- --------------
+ -- Filed herewith.
(b) REPORTS ON FORM 8-K
During the quarter ended June 30, 1997, the Company filed one Current
Report on Form 8-K, dated May 14, 1997, to report under Item 5 the
change of the Company's name from "Chase Brass Industries, Inc." to
"Chase Industries Inc."
21
<PAGE> 22
CHASE INDUSTRIES INC.
S I G N A T U R E
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 hereunto duly authorized.
CHASE INDUSTRIES INC.
Date: August 13, 1997 By: /s/ MICHAEL T. SEGRAVES
-------------------------------
Michael T. Segraves
Vice President
Chief Financial Officer
(duly authorized officer and
Principal Financial Officer)
22
<PAGE> 23
CHASE INDUSTRIES INC.
INDEX TO EXHIBITS
Exhibit Sequentially
No. Description of Exhibits Numbered Page
- ------- ----------------------- -------------
<TABLE>
<S> <C>
3.1 -- Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-8 dated
December 9, 1994, Registration No. 33-87278) as
amended by the Certificate of First Amendment to the
Company's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.2 to the
Company's Current Report on Form 8-K dated May
14, 1997).
3.2 -- By-Laws of the Company (incorporated by reference
to Exhibit 3.2 to the Company's Registration
Statement on Form S-1 as filed with the Securities and
Exchange Commission on November 3, 1994,
Registration No. 33-83178).
4.1 -- Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-1 as filed with the Securities and
Exchange Commission on November 3, 1994,
Registration No. 33-83178).
4.2 -- Exchange Agreement dated November 4, 1994,
between the Company and Citicorp Venture Capital
Ltd. ("CVC") (incorporated by reference to Exhibit
4.4 to the Company's Registration Statement on Form
S-8 dated December 9, 1994, Registration No.
33-87278).
4.3 -- Voting Agreement dated November 4, 1994, between
the Company, CVC and Martin V. Alonzo ("Mr.
Alonzo") (incorporated by reference to Exhibit 4.5 to
the Company's Registration Statement on Form S-8
dated December 9, 1994, Registration No. 33-87278).
+27.1 -- Financial Data Schedule.
</TABLE>
- --------------
+ -- Filed herewith.
23
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>CHASE INDUSTRIES INC. QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD
ENDED JUNE 30, 1997.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 3,206
<SECURITIES> 0
<RECEIVABLES> 49,934
<ALLOWANCES> 1,798
<INVENTORY> 45,738
<CURRENT-ASSETS> 104,409
<PP&E> 97,945
<DEPRECIATION> 0
<TOTAL-ASSETS> 207,884
<CURRENT-LIABILITIES> 52,092
<BONDS> 0
0
0
<COMMON> 101
<OTHER-SE> 87,643
<TOTAL-LIABILITY-AND-EQUITY> 207,884
<SALES> 255,154
<TOTAL-REVENUES> 255,154
<CGS> 219,047
<TOTAL-COSTS> 219,047
<OTHER-EXPENSES> 12,756
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,513
<INCOME-PRETAX> 20,838
<INCOME-TAX> 7,918
<INCOME-CONTINUING> 12,920
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,920
<EPS-PRIMARY> 1.28
<EPS-DILUTED> 1.28
</TABLE>
