SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
-----------------------
Date of Report
(Date of earliest
event reported): April 21, 1999
Bandag, Incorporated
(Exact name of registrant as specified in its charter)
Iowa 001-07007 42-0802143
-------------------- --------------------- --------------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
2905 North Highway 61, Muscatine, Iowa 52761
-----------------------------------------------------------------
(Address of principal executive offices including zip code)
(319) 262-1400
----------------------------------
(Registrant's telephone number)
Page 1 of 3 pages
<PAGE>
Item 5. Other Events.
(a) Registrant is filing (i) unaudited condensed consolidated statements of
earnings for the three month periods ended March 31, 1999 and 1998,
respectively, (ii) unaudited condensed consolidated statements of cash
flows for the three months ended March 31, 1999 and 1998, respectively,
and (iii) unaudited condensed consolidated balance sheets as of March
31, 1999 and December 31, 1998, respectively.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) None.
(b) None.
(c) See Exhibit Index on page 3.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: April 21, 1999
BANDAG, INCORPORATED
By: /s/Warren W. Heidbreder
Warren W. Heidbreder, Vice President,
Chief Financial Officer
Page 2 of 3 pages
<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit Description
99.1 Unaudited condensed consolidated statements of earnings
for the three month periods ended March 31, 1999 and
1998, respectively, (i) unaudited condensed
consolidated statements of cash flows for the three
months ended March 31, 1999 and 1998, respectively, and
(ii) unaudited condensed consolidated balance sheets as
of March 31, 1999 and December 31, 1998, respectively.
Page 3 of 3 pages
Exhibit 99.1
BANDAG, INCORPORATED AND SUBSIDIARIES
(In thousands except per share data)
Three Months Ended
Unaudited Condensed
Consolidated Statements of Earnings 3/31/99 3/31/98
Net sales $ 224,138 $ 235,931
Interest income 1,524 2,442
Other income 1,173 1,399
--------- ---------
226,835 239,772
Cost of products sold 135,198 145,184
Engineering, selling, administrative
and other expenses 72,061 76,593
Interest expense 2,564 2,381
--------- ---------
209,823 224,158
--------- ---------
Earnings before income taxes 17,012 15,614
Income taxes 6,975 6,464
--------- ---------
Net earnings $ 10,037 $ 9,150
========= =========
Net earnings per share - Basic $ 0.46 $ 0.40
Net earnings per share - Diluted $ 0.46 $ 0.40
Cash dividends per share $ 0.285 $ 0.275
Depreciation included in expense $ 9,648 $ 10,900
Amortization included in expense $ 2,422 $ 2,240
Average shares outstanding - Basic 21,903 22,784
Average shares outstanding - Diluted 21,990 22,908
(In thousands)
Three Months Ended
Unaudited Condensed
Consolidated Statements of Cash Flows 3/31/99 3/31/98
Operating Activities
Net earnings $ 10,037 $ 9,150
Provision for depreciation and amortization 12,070 13,140
Increase in operating assets and liabilities -
net 18,511 13,790
--------- ---------
Net cash provided by operating activities 40,618 36,080
Investing Activities
Additions to property, plant and equipment (9,908) (15,699)
Purchases of investments (3,057) (15,195)
Maturities of investments 6,104 503
Payments for acquisitions of businesses (1,698) --
--------- ---------
Net cash used in investing activities (8,559) (30,391)
Financing Activities
Principal payments on short-term notes payable
and other long-term liabilities (5,840) (100,320)
Cash dividends (6,245) (6,275)
Purchases of Common Stock and Class A Common
Stock (1,196) --
--------- ---------
Net cash used in financing activities (13,281) (106,595)
Effect of exchange rate changes on cash and
cash equivalents (2,924) (439)
--------- ---------
Increase (decrease) in cash and cash
equivalents 15,854 (101,345)
Cash and cash equivalents at beginning of year 37,912 196,400
--------- ---------
Cash and cash equivalents at end of year $ 53,766 $ 95,055
========= =========
<PAGE>
BANDAG, INCORPORATED AND SUBSIDIARIES
(In thousands)
Unaudited Condensed March 31, Dec. 31,
Consolidated Balance Sheets 1999 1998
ASSETS:
Cash and cash equivalents $ 53,766 $ 37,912
Investments 6,674 9,721
Accounts receivable - net 190,902 217,299
Inventories:
Finished products 95,395 96,889
Materials & work-in-process 21,802 14,845
------- -------
117,197 111,734
Other current assets 59,255 62,458
------- -------
Total current assets 427,794 439,124
Property, plant, and equipment 491,045 503,745
Less accumulated depreciation (288,721) (290,699)
------- -------
202,324 213,046
Other assets, net 98,310 103,559
------- -------
Total assets 728,428 755,729
======= =======
LIABILITIES & STOCKHOLDERS' EQUITY:
Accounts payable $ 29,917 $ 38,286
Income taxes payable 15,222 13,704
Accrued employee compensation and benefits 24,610 27,498
Accrued marketing expenses 32,655 37,044
Other accrued expenses 46,242 46,880
Short-term notes payable and current
portion of other obligations 5,308 11,497
------- -------
Total current liabilities 153,954 174,909
Long-term debt and other obligations 110,030 109,757
Deferred income tax liabilities 8,406 3,766
Stockholders' equity:
Common stock; $1 par value; authorized -
21,500,000 shares;
Issued and outstanding - 9,085,201
shares in 1999; 9,083,797 in 1998 9,085 9,084
Class A Common stock; $1 par value;
authorized - 50,000,000 shares;
Issued and outstanding - 10,781,844
shares in 1999; 10,824,974 in 1998 10,782 10,825
Class B Common stock; $1 par value;
authorized - 8,500,000 shares;
Issued and outstanding - 2,046,043
shares in 1999; 2,046,577 in 1998 2,046 2,047
Additional paid-in capital 7,336 7,287
Retained earnings 454,933 452,274
Equity adjustment from foreign currency
translation (28,144) (14,220)
------- -------
Total equity 456,038 467,297
------- -------
Total liabilities & stockholders' equity $ 728,428 $ 755,729
======= =======
