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 July 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 August 15, 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 July 2 ASSETS 1994 1995 ------- ------ Current assets: Cash $ 699 $ 486 Accounts receivable - trade 8,093 9,801 - other 712 584 Inventories 1,313 1,775 Other current assets 26 103 ------ ------ Total current assets 10,843 12,749 Property, plant and equipment: Land 295 295 Buildings and improvements 4,765 4,801 Machinery and equipment 24,240 24,796 Construction in progress 1,010 1,738 ------ ------ 30,310 31,630 Less accumulated depreciation 9,957 11,678 ------ ------ 20,353 19,952 Other assets 220 135 ------- -------- $31,416 $32,836 ======= ======= See accompanying notes. IRONTON IRON, INC. INTERIM CONDENSED BALANCE SHEETS (In thousands of dollars) Dec 31 July 2 1994 1995 ------ ------ LIABILITIES AND NET ------------------- SHAREHOLDER'S DEFICIENCY ------------------------ Current liabilities: Accounts payable $ 5,545 $ 4,308 Accrued wages and benefits 919 1,143 Accrued workers' compensation 546 359 Other accrued liabilities 1,463 1,543 -------- -------- Total current liabilities 8,473 7,353 Due to affiliates 37,002 31,947 Redeemable preferred stock 3,038 3,096 Net shareholder's deficiency: Common stock 2,000 2,000 Additional paid-in capital 43,523 49,523 Accumulated deficit (62,620) (61,083) -------- -------- Net shareholder's deficiency (17,097) ( 9,560) -------- -------- $ 31,416 $ 32,836 ======== ======== See accompanying notes. IRONTON IRON, INC. INTERIM CONDENSED STATEMENTS OF OPERATIONS (In thousands of dollars) Three months ended Six months ended ------------------ ---------------- July 3 July 2 July 3 July 2 1994 1995 1994 1995 ------ ------ ------ ------ Net sales $18,770 $20,822 $38,124 $41,054 Cost of sales 18,612 18,082 37,331 36,854 ------- ------- ------- ------- Gross margin 158 2,740 793 4,200 Operating expenses - - - - Corporate charges from parent companies 1,145 793 2,323 1,767 ------- ------- ------- ------- Operating profit (loss) ( 987) 1,947 ( 1,530) 2,433 Other income and expenses: Interest income - - - - Interest expense ( 612) ( 394) (1,247) ( 838) ------- ------- -------- ------- ( 612) ( 394) (1,247) ( 838) ------- ------- -------- ------- Income (loss) before income taxes (1,599) 1,553 ( 2,777) 1,595 Provision for income taxes - - - - ------- ------ -------- ------- Net income (loss) $(1,599) $ 1,553 $( 2,777) $ 1,595 ======= ======= ======== ======= See accompanying notes. IRONTON IRON, INC. INTERIM CONDENSED STATEMENTS OF CASH FLOWS (In thousands of dollars) Six months ended ---------------- July 3 July 2 1994 1995 ------ ------ Operating activities: Net income (loss) $( 2,777) $ 1,595 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 1,647 1,815 Other 12 - Changes in assets and liabilities: Accounts receivable (1,327) (1,580) Inventories ( 286) ( 462) Accounts payable and accrued liabilities 1,698 (1,240) Other assets and liabilities ( 92) ( 77) ------ ------ Net cash provided by (used in) operating activities ( 1,125) 51 Investing activities: Additions to property, plant and equipment ( 2,000) (1,250) Other 8 41 ------- ------ Net cash used in investing activities ( 1,992) (1,209) -------- ------ Financing activities: Increase in due to affiliates 3,547 945 -------- ------ Net cash provided by financing activities 3,547 945 -------- ------ Net increase (decrease) in cash 430 ( 213) Cash at beginning of period 508 699 ------- ------- Cash at end of period $ 938 $ 486 ======= ======= See accompanying notes. 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 July 2, 1995 and for the periods ended July 3, 1994 and July 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 July 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 July 2 1994 1995 ------ ------ Finished goods $ 356 $ 254 Work in process 400 573 Raw materials 365 783 Supplies and patterns 192 165 ------ ----- $1,313 $1,775 ====== ====== 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 income or loss per common share information is included herein. 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 slightly improved since December 31, 1994. The Company generated positive cash from operations due to better operating results. However, 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 near capacity for more than a year, so net sales showed only a modest increase in the second quarter and first six months 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. Plant operations have continued to improve. Gross profit rose to 13.2% and 10.2% in the second quarter and first six months, respectively. Gross profit margins for comparable periods in 1994 were 0.8% and 2.1%, respectively. Corporate charges declined $0.4 million for the second quarter and $0.6 million for the first six months compared to the prior year as a result of a decline in the level of staff support provided by the parent companies. All of the above led to the Company reporting a profit in both the second quarter and first half of 1995, although cumulative losses since 1988 when the Company was acquired by Intermet are still almost $52 million. 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 it could avoid litigation with respect to such violations by entering into a consent order. The Attorney General's most recent proposal includes a penalty of approximately $250,000, but this matter has not been settled. 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 27 - Financial Data Schedule (b) None 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: August 15, 1995 ---------------- EXHIBIT INDEX -------------- Exhibit Description -------- ------------ 27 Financial Data Schedule