SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 2002
Commission File Number 0-23539
LADISH CO., INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 31-1145953
- ----------------------------------- --------------------
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5481 South Packard Avenue, Cudahy, Wisconsin 53110
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(414) 747-2611
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
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, 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 June 30, 2002
- --------------------------------- ----------------------------
Common Stock, $0.01 Par Value 13,004,160
Page 2 of 12
PART I - FINANCIAL INFORMATION
Pge 3 of 12
LADISH CO., INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, Except Share and Per Share Data)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
--------------------------- ---------------------------
2002 2001 2002 2001
Net sales ....................................... $ 48,309 $ 69,025 $ 101,465 $ 136,888
Cost of sales ................................... 44,397 58,602 93,327 117,807
------------ ------------ ------------ ------------
Gross income on sales .................. 3,912 10,423 8,138 19,081
Selling, general and administrative expenses .... 2,505 3,655 5,320 6,656
------------ ------------ ------------ ------------
Income from operations ................. 1,407 6,768 2,818 12,425
Other income (expense):
Interest expense ........................... (422) (421) (868) (904)
Other, net ................................. 9 (24) 72 (16)
------------ ------------ ------------ ------------
Income before provision for income taxes 994 6,323 2,022 11,505
Provision for income taxes ...................... 219 1,265 445 2,301
------------ ------------ ------------ ------------
Net income ............................. $ 775 $ 5,058 $ 1,577 $ 9,204
============ ============ ============ ============
Basic earnings per share ........................ $ 0.06 $ 0.39 $ 0.12 $ 0.71
Diluted earnings per share ...................... $ 0.06 $ 0.38 $ 0.12 $ 0.70
Basic weighted average shares outstanding ....... 12,987,560 12,923,664 12,981,842 12,918,101
Diluted weighted average shares outstanding ..... 13,170,879 13,163,554 13,144,887 13,145,340
Page 4 of 12
LADISH CO., INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Share and Per Share Data)
June 30, December 31,
Assets 2002 2001
------ ---- ----
Current assets:
Cash and cash equivalents .................................... $ 3,963 $ 3,962
Accounts receivable, less allowance of $341 .................. 33,661 37,719
Inventories .................................................. 50,050 53,059
Prepaid expenses and other current assets .................... 1,200 635
----------- -----------
Total current assets ..................................... 88,874 95,375
----------- -----------
Property, plant and equipment:
Land and improvements ........................................ 4,776 4,637
Buildings and improvements ................................... 28,792 27,521
Machinery and equipment ...................................... 142,978 139,174
Construction in progress ..................................... 20,707 19,271
----------- -----------
197,253 190,603
Less - accumulated depreciation .............................. ( 95,003 ) ( 88,320 )
----------- -----------
Net property, plant and equipment ........................ 102,250 102,283
Other assets ...................................................... 16,299 13,092
----------- -----------
Total assets ............................................. $ 207,423 $ 210,750
=========== ===========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable ............................................. $ 17,224 $ 21,235
Accrued liabilities:
Pensions ................................................. 146 153
Postretirement benefits .................................. 5,308 5,308
Wages and salaries ....................................... 4,368 4,111
Taxes, other than income taxes ........................... 226 263
Interest ................................................. 984 1,002
Profit sharing ........................................... -- 812
Paid progress billings ................................... 942 473
Other .................................................... 1,663 2,486
----------- -----------
Total current liabilities ........................... 30,861 35,843
Long term liabilities:
Senior notes ................................................. 30,000 30,000
Pensions ..................................................... 2,488 2,426
Postretirement benefits ...................................... 36,408 37,286
Other noncurrent liabilities ................................. 605 605
----------- -----------
Total liabilities ................................... 100,362 106,160
----------- -----------
Stockholders' equity:
Common stock - authorized 100,000,000, issued
and outstanding 14,573,515
shares of $.01 par value as of
June 30, 2002 and December 31, 2001 ........................ 146 146
Additional paid-in capital ................................... 85,134 84,445
Retained earnings ............................................ 33,271 31,694
Treasury stock, 1,569,355 and 1,597,455
shares of common stock at cost
as of June 30, 2002 and December 31,
2001, respectively ......................................... ( 11,490 ) ( 11,695 )
----------- -----------
Total stockholders' equity .......................... 107,061 104,590
----------- -----------
Total liabilities and stockholders' equity .......... $ 207,423 $ 210,750
=========== ===========
Page 5 of 12
LADISH CO., INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
For the Six Months
Ended June 30,
2002 2001
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ................................................... $ 1,577 $ 9,204
Adjustments to reconcile net income to net cash
provided from (used for) operating activities:
Depreciation ............................................. 7,609 7,274
Amortization ............................................. -- 262
Reduction in valuation allowance ......................... 294 2,053
Non-cash compensation expense ............................ 368 839
Other .................................................... ( 41 ) --
Change in assets and liabilities:
Accounts receivable ...................................... 4,058 ( 6,970 )
Inventories .............................................. 3,009 ( 2,817 )
Other assets ............................................. ( 3,772 ) ( 697 )
Accounts payable and accrued liabilities ................. ( 4,982 ) 965
Other liabilities ........................................ ( 816 ) ( 4,813 )
----------- -----------
Net cash provided from operating activities ......... 7,304 5,300
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment ................... ( 7,713 ) ( 7,835 )
Proceeds from sale of property, plant and equipment .......... 178 5
----------- -----------
Net cash used for investing activities .............. ( 7,535 ) ( 7,830 )
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from senior debt .................................... -- 3,075
Repurchase of common stock ................................... -- ( 47 )
Retirement of warrants ....................................... -- ( 3,227 )
Issuance of common stock ..................................... 232 229
----------- -----------
Net cash provided from financing activities ......... 232 30
----------- -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1 ( 2,500 )
CASH AND CASH EQUIVALENTS, beginning of period .................... 3,962 3,521
----------- -----------
CASH AND CASH EQUIVALENTS, end of period .......................... $ 3,963 $ 1,021
=========== ===========
Page 6 of 12
LADISH CO., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(1) Basis of Presentation
In the opinion of the Company, the accompanying unaudited consolidated condensed
financial statements contain all adjustments necessary to present fairly its
financial position at June 30, 2002 and December 31, 2001 and its results of
operations and cash flows for the six months ended June 30, 2002 and June 30,
2001. All adjustments are of a normal recurring nature.
The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with Article 10 of Regulation S-X and therefore do not
include all information and footnotes necessary for a fair presentation of the
financial position, results of operations and cash flow in conformity with
generally accepted accounting principles. In conjunction with its Form 10-K, the
Company filed audited consolidated financial statements which included all
information and footnotes necessary for a fair presentation of its financial
position at December 31, 2001 and 2000, and the related consolidated statements
of operations, stockholders' equity, and cash flows for the years ended December
31, 2001, 2000 and 1999.
The results of operations for the six-month period ended June 30, 2002 are not
necessarily indicative of the results to be expected for the full year.
(2) Inventories
Inventories consisted of:
June 30, December 31,
2002 2001
Raw material and supplies $ 13,992 $ 16,995
Work-in-process and finished goods 36,519 37,058
Less progress payments ( 461 ) ( 994 )
--------- ---------
Total inventories $ 50,050 $ 53,059
========= =========
(3) Interest and Income Tax Payments
For the Six Months
Ended June 30,
2002 2001
Interest $ 853 $ 841
Income taxes 194 622
Page 7 of 12
(4) Cash and Cash Equivalents
Cash in excess of daily requirements is invested in marketable securities
consisting of Commercial Paper and Repurchase Agreements which mature in three
months or less. Such investments are deemed to be cash equivalents for purposes
of the statement of cash flows.
(5) Revenue Recognition
Revenue is recognized when products are shipped pursuant to firm, fixed-price
written contracts with title to the products passing to the customers at the FOB
point.
(6) Earnings Per Share
The incremental difference between basic weighted average shares outstanding and
diluted weighted average shares outstanding is due to the dilutive impact of
outstanding options and warrants.
(7) Goodwill
The Company adopted the provisions of SFAS No. 142 on January 1, 2002. With the
adoption of SFAS No. 142, goodwill is no longer amortized and the Company ceases
to incur any expense related thereto. Rather, the assets associated with the
goodwill will be assessed, at least annually, for impairment. During the quarter
ending March 31, 2002, the Company performed the first of the annual impairment
tests of goodwill. The results of those tests revealed that the goodwill of the
Company has not been impaired. As of March 31, 2002, the Company had
approximately $8.4 million of goodwill on its balance sheet. On a yearly basis,
prior to the adoption of SFAS No. 142, the Company's annual expense associated
with the amortization of goodwill was approximately $.49 million.
Page 8 or 12
MANAGEMENT'S DISCUSSION
AND ANALYSIS OF RESULTS OF OPERATIONS AND
CHANGES IN FINANCIAL POSITION
RESULTS OF OPERATIONS
Second Quarter 2002 Compared to Second Quarter 2001
Net sales for the three months ended June 30, 2002 were $48.3 million compared
to $69.0 for the same period in 2001. The 30% reduction in sales for the second
quarter of 2002 was directly a result of the downturn in the commercial
aerospace market. Gross profit for the second quarter of 2002 decreased to 8.1%
of sales in contrast to 15.1% of sales in the second quarter of 2001 primarily
as a result of sales decreases along with an unfavorable product mix and under
absorption of fixed costs.
Selling, general and administrative expenses, as a percentage of sales, were
5.2% for the second quarter of 2002 compared to 5.3% for the same period in
2001. SG&A expenses for both periods were higher than normal due to the
Company's recognition of approximately $0.300 million and $0.675 million in
non-cash expenses in 2002 and 2001, respectively, due to the adoption of FIN 44
on stock option programs. Under the provisions of this interpretation, 320,000
options repriced at $8.25 per share are accounted for under variable accounting,
which records compensation expense or benefit for increases or decreases in the
market value of the Company's common stock until the options are exercised,
forfeited or expire. Adjusting for this non-cash accounting charge would have
resulted in SG&A expenses declining to 4.6% and 4.3%, respectively, of sales in
the second quarter of 2002 and 2001.
Interest expense for the period was $0.422 million in contrast to $0.421 million
in 2001. During the second quarter of 2002, the Company's revolving debt had an
interest rate equal to the LIBOR rate plus 0.80% per annum and the long-term
notes were priced at the rate of 7.19% per annum.
The $0.219 million provision for income taxes for 2002 and $1.265 million for
2001 represent largely non-cash accounting charges. The reversal of valuation
allowances relating to pre-restructuring NOLs requires the Company to record a
tax provision and to reflect the offset as an addition to paid-in capital,
rather than as an offset to the provision for income taxes. The overall
effective rate differs substantially from the statutory tax rate due to the
reversal of valuation allowances relating to post-restructuring versus
pre-restructuring deferred tax assets. The Company intends to continue to use
its NOLs in the future to reduce actual payment of federal income taxes. The
future use of the NOLs is subject to certain statutory restrictions. See
"Liquidity and Capital Resources" and Section 5. Other Information.
Net income of $0.775 million for the second quarter of 2002, an 85% reduction
from the same period in 2001, reflects the impact of the reduced commercial
aerospace market, product mix, margin pressures from customers, although it was
partially offset by a decrease in non-cash compensation expense. The decrease in
profitability was due to lower sales volume in 2002, along with pricing
pressures from aerospace customers.
Six Months 2002 Compared to Six Months 2001
For the first six months of 2002, sales of $101.5 million reflected a 25.9%
reduction from the $136.9 million of sales for the first half of 2001. The sales
decline reflects contraction in the Company's aerospace market. Gross profit in
the first half of 2002 was 8.0% in comparison to 13.9% in the same period in
2001. The decline in gross profit is primarily due to reduction in sales volume
the first half of 2002 versus 2001 and the under absorption of fixed costs in
the first half of 2002.
Page 9 of 12
SG&A expenses for the first two quarters of 2002 were 5.2% of sales in contrast
to 4.9% of sales through June 30, 2001. SG&A expenses in the first half of 2002
were increased as a result of a one-time payment of $0.255 million of excise
taxes on defined benefit plans. As discussed above in the quarter discussion,
the increase in SG&A expense is partially attributable to the non-cash, FIN 44
charge for both of the six-month periods. Without said charge, SG&A would have
been 4.9% and 4.2% of sales through June 30, 2002 and 2001, respectively.
First half of 2002 interest expense of $0.868 million was relatively flat when
compared to $0.904 million for the equivalent period of 2001.
As discussed above, the tax provisions of $0.445 million and $2.3 million, 22%
and 20% respectively, for the first six months of 2002 and 2001, represent
largely non-cash accounting charges. See "Liquidity and Capital Resources" and
Section 5. Other Information.
Net income for the period decreased to $1.6 million from $9.2 million in the
prior year. The 82.9% decline in profitability is a result of reduced volume in
the commercial aerospace market, unfavorable product mix and pricing pressures
from commercial aerospace customers.
Liquidity and Capital Resources
On April 13, 2001, the Company and a syndicate of lenders entered into an
amended and restated credit facility (the "New Facility"). The New Facility was
comprised of a $16 million term facility with a three-year maturity and a $39
million revolving loan facility. The term facility bore interest at a rate of
LIBOR plus 1.25% and the revolving loan facility bore interest at a rate of
LIBOR plus 0.80%.
On July 20, 2001, the Company sold $30 million of Notes in a private placement
to certain institutional investors. The Notes bear interest at a rate of 7.19%
per annum with the interest being paid semiannually. The Notes have a seven-year
duration with the principal amortizing equally over the remaining duration after
the third year. The Company used the proceeds from the Notes to repay
outstanding borrowings under the New Facility and for working capital purposes.
In conjunction with the private placement of the Notes, the Company and the
lenders in the New Facility amended the New Facility on July 17, 2001 (the
"Amended Facility"). The Amended Facility consists of a $50 million revolving
line of credit which bears interest at a rate of LIBOR plus 0.80%. On April 12,
2002 the Amended Facility was modified to reduce the revolving line of credit to
$45 million. At June 30, 2002, $24.8 million was available pursuant to the terms
of the Amended Facility. There were no borrowings under the Amended Facility as
of June 30, 2002.
The Company has net operating loss ("NOL") carryforwards, which were generated
prior to a financial restructuring that was completed on April 30, 1993, as well
as NOL carryforwards that were generated in subsequent years. The total
remaining NOL carryforwards were approximately $22 million as of December 31,
2001. The NOL carryforwards expire gradually beginning in the year 2007 through
2010. See Section 5. Other Information.
The Company's IPO completed in 1998 created an ownership change as defined by
the Internal Revenue Service, ("IRS"). This ownership change generated an IRS
imposed limitation on the utilization of NOL carryforwards on future tax
returns. The annual use of the NOL carryforwards is limited to the lesser of the
Company's taxable income or the amount of the IRS imposed limitation.
Approximately $12 million of the NOL carryforwards is available for use
annually. Approximately $2.1 million of the $12 million annual limitation
relates to a previous restriction on NOL carryforwards generated prior to the
financial restructuring. See Section 5. Other Information.
Page 10 of 12
Based on the limitations described above and certain other factors, a valuation
allowance has been recorded against the entire amount of the net deferred tax
assets. Any tax benefit that is realized in subsequent years from the reduction
of the valuation allowance established at or prior to the financial
restructuring will be recorded as an addition to paid-in capital. Any tax
benefit that is realized in subsequent years from the utilization of deferred
tax assets created after April 30, 1993, will be recorded as a reduction of
future income tax provisions. See Section 5. Other Information.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company believes that its exposure to market risk related to changes in
foreign currency exchange rates and trade accounts receivable is immaterial as
all of the Company's sales are made in U.S. dollars. The Company does not
consider it subject to the market risk addressed by Item 305 of Regulation S-K.
------------------------------
Any statements contained herein that are not historical facts are
forward-looking statements within the meaning of the Private Securities
Legislation Reform Act of 1995, and involve risks and uncertainties. These
forward-looking statements include expectations, beliefs, plans, objectives,
future financial performance, estimates, projections, goals and forecasts.
Potential factors which could cause the Company's actual results of operations
to differ materially from those in the forward-looking statements include market
conditions and demand for the Company's products; competition; technologies; raw
material prices; interest rates and capital costs; taxes; unstable governments
and business conditions in emerging economies; and legal, regulatory and
environmental issues. Any forward-looking statement speaks only as of the date
on which such statement is made. The Company undertakes no obligation to update
any forward-looking statement to reflect events or circumstances after the date
on which such statement is made.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company has been named as a defendant in a number of lawsuits filed in
Circuit Court in the State of Mississippi alleging personal injuries from
asbestos exposure. The Company has notified its insurers and is vigorously
defending these claims as the Company never manufactured asbestos and does not
believe Ladish products contain asbestos. At this time, the Company cannot
predict the outcome of this litigation.
Item 4. Submission of Matters to a Vote of Security Holders
On April 11, 2002 at the annual meeting of stockholders of the Company, the
stockholders were asked to vote on the election of a new board of directors for
the next year or until their successors are elected. The following tabulation
reflects the result of the election:
Individual For Withheld
Lawrence W. Bianchi 11,776,872 212,515
Margaret Bertelsen Hampton 11,751,772 237,615
Leon A. Kranz 11,772,789 216,598
Wayne E. Larsen 11,026,219 963,168
Scott D. Roeper 11,772,789 216,598
Robert W. Sullivan 11,776,689 212,698
Kerry L. Woody 11,029,119 960,268
Page 11 of 12
No other matters were submitted to a vote of the stockholders during the period
covered by this report.
Item 5. Other Information
In the course of the change of independent auditors from Arthur Andersen LLP to
Deloitte & Touche LLP, as disclosed in the Company's Form 8-K dated June 28,
2002, Deloitte & Touche LLP has raised an issue regarding an accounting judgment
made by the Company with the concurrence of its previous independent auditors in
prior years. The issue involves the utilization of the Company's NOL
carryforwards and the recognition of the same. Deloitte & Touche LLP have
questioned whether the Company should have recognized the NOL carryforwards as a
deferred tax asset in prior years and reflected that asset on the financial
statements of the Company.
Had the Company taken the Deloitte & Touche LLP approach for the fiscal year
ended December 31, 2001, the impact upon the Company's financial statements as
of that date would be to increase net income by approximately $2 million, or
approximately an additional $0.15 per share on a fully diluted basis, and
increase stockholders' equity by approximately $13 million as of December 31,
2001. The Deloitte & Touche LLP approach would also have the impact of
decreasing net income in periods subsequent to the recognition of the deferred
tax asset as the Company would increase its implied tax rate for financial
statement purposes to 39%. For 2002, the utilization of the higher implied tax
rate would reduce earnings for each of the first and second quarters of 2002
from $0.06 per share to $0.05 per share on a fully diluted basis.
The Company, the Audit Committee of the Board of Directors and Deloitte & Touche
LLP have yet to reach a conclusion on the necessity to adjust prior years'
financial statements to recognize the NOL carryforwards as a deferred tax asset.
As a result of this open issue, Deloitte & Touche LLP have advised the Company
they have not been in a position to complete their review of the unaudited
financial statements included in this Quarterly Report on Form 10-Q, as required
by Rule 10-01(d) of Regulation S-X. Upon completion of the review by the
Company's independent auditors, if a change is required to the accompanying
unaudited condensed consolidated financial statements, the Company will amend
this Quarterly Report on Form 10-Q to present the reviewed unaudited condensed
consolidated financial statements and a discussion of any material changes made.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 99(a) is the written statement of the chief executive officer of
the Company certifying this Form 10-Q complies with the requirements of
Section 13(a) of the Securities Exchange Act of 1934.
Exhibit 99(b) is the written statement of the chief financial officer of
the Company certifying this Form 10-Q complies with the requirements of
Section 13(a) of the Securities Exchange Act of 1934.
(b) A Form 8-K was filed on June 28, 2002 announcing the change of independent
auditors from Arthur Andersen LLP to Deloitte & Touche LLP. There was no
dispute with Arthur Andersen LLP over accounting principles or practices,
financial statement disclosures or auditing scope or procedures.
A Form 8-K(a) was filed on July 16, 2002 supplementing the information
contained in the Form 8-K filed on June 28, 2002.
Page 12 of 12
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.
LADISH CO., INC.
Date: August 13, 2002 By: /s/ WAYNE E. LARSEN
---------------------------------
Wayne E. Larsen
Vice President Law/Finance
& Secretary