SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 2002
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Commission File Number 0-23539
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LADISH CO., INC.
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(Exact name of registrant as specified in its charter)
Wisconsin 31-1145953
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(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5481 South Packard Avenue, Cudahy, Wisconsin 53110
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(Address of principal executive offices) (Zip Code)
(414) 747-2611
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(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
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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 March 31, 2002
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Common Stock, $0.01 Par Value 12,976,060
PART I - FINANCIAL INFORMATION
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LADISH CO., INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, Except Share and Per Share Data)
Restated
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For the Three Months
Ended March 31,
(Unaudited)
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2002 2001
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Net sales $ 53,156 $ 67,863
Cost of sales 49,007 59,205
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Gross income on sales 4,149 8,658
Selling, general and administrative expenses 2,824 3,001
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Income from operations 1,325 5,657
Other income (expense):
Interest expense (446) (483)
Other, net 63 8
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Income before provision for income taxes 942 5,182
Provision for income taxes 339 1,865
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Net income $ 603 $ 3,317
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Basic earnings per share $ 0.05 $ 0.26
Diluted earnings per share $ 0.05 $ 0.25
Basic weighted average shares outstanding 12,976,060 12,912,477
Diluted weighted average shares outstanding 13,118,831 13,127,064
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LADISH CO., INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Share and Per Share Data)
Restated
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March 31, December 31,
2002 2001
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(Unaudited)
Assets
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Current assets:
Cash and cash equivalents $ 1,001 $ 3,962
Accounts receivable, less allowance of $341
and $341 respectively 41,649 37,719
Inventories 53,140 53,059
Deferred income taxes 5,643 5,643
Prepaid expenses and other current assets 1,509 635
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Total current assets 102,942 101,018
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Property, plant and equipment:
Land and improvements 4,766 4,637
Buildings and improvements 27,778 27,521
Machinery and equipment 140,495 139,174
Construction in progress 22,699 19,271
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195,738 190,603
Less - accumulated depreciation (92,071) (88,320)
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Net property, plant and equipment 103,667 102,283
Deferred income taxes 17,318 17,535
Other assets 13,351 11,834
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Total assets $ 237,278 $ 232,670
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Liabilities and Stockholders' Equity
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Current liabilities:
Accounts payable $ 26,308 $ 21,235
Accrued liabilities:
Pensions 148 153
Postretirement benefits 5,308 5,308
Wages and salaries 5,027 4,111
Taxes, other than income taxes 370 263
Interest 455 1,002
Profit sharing 124 812
Paid progress billings 630 473
Other 1,920 2,486
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Total current liabilities 40,290 35,843
Long term liabilities:
Senior notes 30,000 30,000
Pensions 2,630 2,599
Postretirement benefits 36,741 37,286
Other noncurrent liabilities 605 605
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Total liabilities 110,266 106,333
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Stockholders' equity:
Common stock - authorized 100,000,000, issued
14,573,515 shares of $.01 par value as of
March 31, 2002 and December 31, 2001 146 146
Additional paid-in capital 110,110 110,038
Retained earnings 28,578 27,975
Treasury stock, 1,597,455 shares of common
stock in each period at cost (11,695) (11,695)
Additional minimum pension liability (127) (127)
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Total stockholders' equity 127,012 126,337
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Total liabilities and stockholders' equity $ 237,278 $ 232,670
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LADISH CO., INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
Restated
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For the Three Months
Ended March 31,
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2002 2001
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 603 $ 3,317
Adjustments to reconcile net income to net cash
provided from (used for) operating activities:
Depreciation 3,790 3,635
Amortization -- 131
Deferred income taxes 237 1,759
Non-cash compensation expense 72 160
Gain on disposal of property, plant and
equipment (43) --
Change in assets and liabilities:
Accounts receivable (3,930) (7,961)
Inventories (81) (1,622)
Other assets (2,411) (1,073)
Accounts payable and accrued liabilities 4,447 841
Other liabilities (514) (2,192)
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Net cash provided from (used for)
operating activities 2,170 (3,005)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (5,196) (3,419)
Proceeds from sale of property, plant and
equipment 65 4
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Net cash used for investing activities (5,131) (3,415)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from senior debt -- 6,520
Retirement of warrants -- (3,227)
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Net cash provided from financing activities -- 3,293
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DECREASE IN CASH AND CASH EQUIVALENTS (2,961) (3,127)
CASH AND CASH EQUIVALENTS, beginning of period 3,962 3,521
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CASH AND CASH EQUIVALENTS, end of period $ 1,001 $ 394
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LADISH CO., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands, Except Per Share Amounts)
(1) Basis of Presentation and Restatement
In the opinion of the Company, the accompanying restated unaudited consolidated
condensed financial statements contain all adjustments necessary to present
fairly its financial position at March 31, 2002 and December 31, 2001 and its
results of operations and cash flows for the three months ended March 31, 2002
and March 31, 2001. Except as reflected in Note 8, 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 flows in conformity with
generally accepted accounting principles. The Company has filed an annual report
on Form 10-K/A, which contains restated audited consolidated financial
statements that include all information and footnotes necessary for a fair
presentation of its financial position at December 31, 2001, 2000 and 1999 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 three-month period ended March 31, 2002 are
not necessarily indicative of the results to be expected for the full year.
(2) Inventories
Inventories consisted of:
March 31, December 31,
2002 2001
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Raw material and supplies $ 17,175 $ 16,995
Work-in-process and finished goods 36,782 37,058
Less progress payments (817) (994)
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Total inventories $ 53,140 $ 53,059
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(3) Interest and Income Tax Payments
For the Three Months
Ended March 31,
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2002 2001
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Interest $ 977 $ 458
Income taxes 60 339
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(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 $.48 million.
(8) Restatement of Interim Financial Statements
Subsequent to March 31, 2002, the Company revised the discount rate assumption
used to determine its pension obligation and pension expense. The change from 8%
to 7.5% resulted in a reduction of income before income taxes of $0.086 million
for the three months ended March 31, 2002.
The provision for income taxes was previously reported using an implied rate of
22% and has been restated to use an effective rate of 36%.
Income before taxes, provision for income taxes, net income and earnings per
share have been restated as follows:
For the Three Months
Ended March 31, 2002
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As Previously As
Reported Restated
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Income before income taxes $1,028 $ 942
Provision for income taxes $226 $ 339
Net income $802 $ 603
Diluted earnings per share $ 0.06 $0.05
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MANAGEMENT'S DISCUSSION
AND ANALYSIS OF RESULTS OF OPERATIONS AND
CHANGES IN FINANCIAL POSITION
RESULTS OF OPERATIONS
First Quarter 2002 Compared to First Quarter 2001
Net sales for the three months ended March 31, 2002 were $53.2 million compared
to $67.9 for the same period in 2001. The decrease in sales for the first
quarter of 2002 was due to the softening of the aerospace market, particularly
after September 11, 2001. Gross profit for the first quarter of 2002 declined to
7.8% of sales in contrast to 12.8% of sales in the first quarter of 2001
primarily as a result of volume reduction, product mix and margin pressures in
2002.
Selling, general and administrative expenses, as a percentage of sales, were
5.3% for the first quarter of 2002 compared to 4.4% for the same period in 2001.
The variation in SG&A expenses between the periods was attributable to the lower
sales volume in 2002 and an excise tax penalty of approximately $.2 million
associated with the defined benefit plans.
Interest expense for the period was $0.446 million in contrast to $0.483 million
in 2001. During the first quarter of 2002, the Company's revolving debt had an
interest rate equal to the LIBOR rate plus 0.80% per annum and the senior notes
earn interest at the rate of 7.19% per annum.
The provision for income taxes has been restated from that previously reported.
The $0.34 million provision for income taxes for 2002 and $1.87 million for 2001
reflect an effective rate of 36%. The Company has significant net operating loss
("NOL") carryforwards which largely offset most actual tax liabilities of the
Company. For financial statement purposes the Company uses an effective tax rate
which reflects federal and state taxes without a reduction for actual NOL usage.
See "Liquidity and Capital Resources."
Net income for the first quarter of 2002 was $0.60 million, an 82% decline from
the same period in 2001. The decline in profitability was due to reduced sales
volume in 2002 along with negative product mix and margin pressure from major
customers in the aerospace industry.
Liquidity and Capital Resources
On July 1, 1999, the Company entered into a new credit facility (the "Facility")
with a syndicate of lenders. The Facility provided for borrowings of up to $100
million subject to certain limitations. Borrowings under the Facility were
unsecured and were initially structured as revolving loans with the option of
conversion into term loans. Borrowings under the Facility bore interest at a
rate of LIBOR plus 0.75% per annum. Proceeds from the Facility were used to
terminate the prior credit agreement on July 1, 1999.
On April 13, 2001, the Company and substantially the same group 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%.
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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%. At March 31,
2002, $36.2 million was available pursuant to the terms of the Amended Facility.
There were no borrowings under the Amended Facility as of March 31, 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 $21.2 million as of December 31,
2001. The NOL carryforwards expire gradually beginning in the year 2008 through
2010.
The Company's IPO 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.
In 2002, after re-examination of the accounting literature and re-consideration
of the positive and negative evidence which existed in prior years at the end of
each year and consultation with the Company's auditors, the Company determined
that as of December 31, 1999 it was more likely than not that the NOL
carryforwards would be utilized prior to their expiration and that all net
deferred tax assets would be realized. Therefore, effective as of December 31,
1999, the entire valuation allowance against the net deferred tax assets was
reversed and the income tax provisions in 1999, 2000 and 2001 and paid-in
capital have been revised. The amount of the valuation allowance reversed was
$36.7 million. The financial statements for 1999, 2000 and 2001 have been
restated.
The effect of the valuation allowance reversal as of December 31, 1999 has been
allocated between a credit of $18.9 million to paid-in capital for that part of
the allowance applicable to pre-reorganization NOLs and net temporary
differences and a credit of $17.9 million to the income tax provision for that
part of the allowance applicable to post-reorganization NOLs and temporary
differences. Also in 1999, the income tax provision includes $0.7 million
related to utilization of pre-reorganization NOLs which is credited to paid-in
capital.
The opening balances of paid-in capital and retained earnings as of January 1,
1999 have been restated to increase paid-in capital $14.8 million and reduce
retained earnings by the same amount with no effect on total stockholders'
equity. This adjustment is being made to correct a misallocation of the benefits
of the pre-reorganization NOLs and other net deferred tax assets between paid-in
capital and reductions of income tax expense in prior years.
Realization of the net deferred tax assets over time is dependent upon the
Company generating sufficient taxable income in future periods. In determining
that realization of the net deferred tax assets was more likely than not, the
Company gave consideration to a number of factors including its recent earnings
history, expectations for earnings in the future, the timing of reversal of
temporary differences, tax planning strategies available to the Company and the
expiration dates associated with NOL carry-
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forwards. If, in the future, the Company determines that it is no longer more
likely than not that the net deferred tax assets will be realized, a valuation
allowance will be established against all or part of the net deferred tax assets
with an offsetting charge to the income tax provision.
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 risks addressed by Item 305 of Regulation S-K.
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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 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the stockholders during the period
covered by this report.
Item 5. Other Information
None
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/A 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/A complies with the
requirements of Section 13(a) of the Securities Exchange Act of 1934.
(b) No reports on Form 8-K were filed during the period covered by this
report.
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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: October 31, 2002 By: /s/ WAYNE E. LARSEN
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Wayne E. Larsen
Vice President Law/Finance
& Secretary
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