FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended April 2, 1995 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 Number 0-17028 IRONTON IRON, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 31-1117407 - - - - - - --------------------------- ---------------- (State or other jurisdiction (I.R.S. Employer of incorporation or Identification No.) organization) Suite 1600, 2859 Paces Ferry Road, Atlanta, Georgia 30339 ------------------------------------------------------------ (Address of principal executive offices, including zip code) (404) 431-6000 ---------------------------------------------------- (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 (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 _ Shares outstanding of each of the issuer's classes of common stock at May 9, 1995: 23,000 shares of Common Stock, no par value. PART I - FINANCIAL INFORMATION Item 1. Financial Statements -------------------- IRONTON IRON, INC. INTERIM CONDENSED BALANCE SHEETS (In thousands of dollars) Dec 31 April 2 ASSETS 1994 1995 - - - - - - ------ ------ ------- Current assets: Cash $ 699 $ 690 Accounts receivable - trade 8,093 9,347 - other 712 815 Inventories 1,313 2,175 Other current assets 26 133 ------- ------- Total current assets 10,843 13,160 Property, plant and equipment: Land 295 295 Buildings and improvements 4,765 4,772 Machinery and equipment 24,240 24,694 Construction in progress 1,010 1,268 ------- ------- 30,310 31,029 Less accumulated depreciation 9,957 10,842 ------- ------- 20,353 20,187 Other assets 220 177 ------- ------- $31,416 $33,524 ======= ======= See accompanying notes. 2 IRONTON IRON, INC. INTERIM CONDENSED BALANCE SHEETS (In thousands of dollars) Dec 31 April 2 1994 1995 ------ -------- LIABILITIES AND NET - - - - - - ------------------- SHAREHOLDER'S DEFICIENCY - - - - - - ------------------------- Current liabilities: Accounts payable $ 5,545 $ 4,670 Accrued wages and benefits 919 1,468 Accrued workers' compensation 546 485 Other accrued liabilities 1,463 1,577 -------- -------- Total current liabilities 8,473 8,200 Due to affiliates 37,002 33,341 Redeemable preferred stock 3,038 3,067 Net shareholder's deficiency: Common stock 2,000 2,000 Additional paid-in capital 43,523 49,523 Accumulated deficit (62,620) (62,607) -------- ------- Net shareholder's deficiency (17,097) (11,084) -------- ------- $ 31,416 $ 33,524 ======== ======== See accompanying notes. 3 IRONTON IRON, INC. INTERIM CONDENSED STATEMENTS OF OPERATIONS (In thousands of dollars) Three months ended ------------------ April 3 April 2 1994 1995 ------- ------- Net sales $19,354 $20,232 Cost of sales 18,719 18,772 ------- ------- Gross profit 635 1,460 Corporate charges from parent companies 1,178 974 ------- ------ Operating profit (loss) ( 543) 486 Other income and expenses: Interest income - - Interest expense ( 635) ( 444) ------- ------ ( 635) ( 444) ------- ------ Income (loss) before income taxes ( 1,178) 42 Provision for income taxes - - ------- ------- Net income (loss) $(1,178) $ 42 ======= ======= See accompanying notes. 4 IRONTON IRON, INC. INTERIM CONDENSED STATEMENTS OF CASH FLOWS (In thousands of dollars) Three months ended ------------------ April 3 April 2 1994 1995 ------- ------- Operating activities: Net income (loss) $( 1,178) $ 42 Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 823 936 Changes in assets and liabilities: Accounts receivable (1,951) (1,357) Inventories ( 203) ( 862) Accounts payable and accrued liabilities 2,486 ( 301) Other assets and liabilities ( 135) ( 107) ------- ------ Net cash used in operating activities ( 158) (1,649) Investing activities: Additions to property, plant and equipment ( 793) ( 714) Other 8 15 -------- ------ Net cash used in investing activities ( 785) ( 699) ------- ------ Financing activities: Increase in due to affiliates 447 2,339 ------- ------ Net cash provided by financing activities 447 2,339 ------- ------ Net decrease in cash ( 496) ( 9) Cash at beginning of period 508 699 ------- ------ Cash at end of period $ 12 $ 690 ======= ======= See accompanying notes. 5 IRONTON IRON, INC. NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS 1. The condensed balance sheet at December 31, 1994 has been derived from audited financial statements. The interim condensed financial statements at April 2, 1995 and for the periods ended April 3, 1994 and April 2, 1995 are unaudited. However, in the opinion of management, all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation have been included. The results of operations for the period ended April 2, 1995 are not necessarily indicative of the results to be expected for the full year. 2. Inventories consist of the following (in thousands of dollars): Dec 31 April 2 1994 1995 ------ ------- Finished goods $ 356 $ 439 Work in process 400 558 Raw materials 365 835 Supplies and patterns 192 343 ------ ------ $1,313 $2,175 ====== ====== 3. Effective January 1, 1995, the Company's parent, Intermet Foundries, Inc., contributed $6,000,000 of intercompany debt to additional paid in capital. 4. Because all common stock of the Company is owned by Intermet Foundries, Inc., no loss per common share information is included herein. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations --------------------------------------------- Material Changes in Financial Condition - - - - - - --------------------------------------- The Company's financial condition has changed little since December 31, 1994. Although operating results improved over the previous year, the Company remains dependent on its parent companies, Intermet Foundries, Inc. and Intermet Corporation, for continued financial support. Material Changes in Results of Operations - - - - - - ----------------------------------------- The foundry has been operating at or near capacity for more than a year, so net sales showed only a modest increase in the first quarter of 1995 compared to the prior year. Almost half of the current Ford I beam business will phase out beginning in the fourth quarter of 1995. The Company is working to secure replacement business, but has not yet obtained any. Plant operations have continued a slow improvement, with gross profit rising to 7.2% of sales from 3.3% in the first quarter of 1994. Improved margins led to the Company reporting a small profit in the first quarter of 1995, although cumulative losses since the Company was acquired by Intermet are still in excess of $53 million. 7 II - OTHER INFORMATION Item 1. Legal Proceedings. The Registrant has entered into negotiations with the Office of the Ohio Attorney General with respect to certain past violations by the Registrant of Ohio water pollution laws and regulations. The Attorney General's office has advised the Registrant that the Registrant could avoid litigation with respect to such violations by entering into a consent order. In April 1995 the Attorney General's office proposed a penalty of approximately $228,000. The Registrant intends to try to negotiate a lower settlement. Item 2. Changes in Securities. None Item 3. Defaults upon Senior Securities. None Item 4. Submission of Matters to a Vote of Securities Holders. None Item 5. Other Information. None Item 6. Exhibits and Reports on Form 8-K. (a) The following exhibit is filed as a part of this report: Exhibit Number Description ------- ----------------------- 27 Financial Data Schedule (b) None 8 SIGNATURE 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. IRONTON IRON, INC. By:/s/ Peter C. Bouxsein ---------------------- Peter C. Bouxsein Controller (Principal Accounting Officer) DATE: May 10, 1995 ------------ 9 EXHIBIT INDEX -------------- Exhibit Description - - - - - - ------ ----------- 27 Financial Data Schedule 10