-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V1Xhw2Nd0P7I2O9Q6H6BIoBP+Ln1wCCU0res/vmZO+0u50LYgAb+qjDZhV1F8woj b9TuPS1YBS0P+jQ9il/V3w== 0000950124-99-000937.txt : 19990212 0000950124-99-000937.hdr.sgml : 19990212 ACCESSION NUMBER: 0000950124-99-000937 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEENAH FOUNDRY CO CENTRAL INDEX KEY: 0001040599 STANDARD INDUSTRIAL CLASSIFICATION: GLASS, GLASSWARE, PRESSED OR BLOWN [3220] IRS NUMBER: 391580331 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-28751-03 FILM NUMBER: 99529402 BUSINESS ADDRESS: STREET 1: 2121 BROOKS AVE STREET 2: PO BOX 729 CITY: NEENAH STATE: WI ZIP: 54927 BUSINESS PHONE: 9207257000 MAIL ADDRESS: STREET 1: 2121 BROOKS AVE STREET 2: PO BOX 729 CITY: NEENAH STATE: WI ZIP: 54927 10-Q 1 FORM 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended December 31, 1998 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 333-28751 NEENAH FOUNDRY COMPANY (Exact name of each registrant as it appears in its charter) Wisconsin 39-1580331 (State or other jurisdiction of (IRS Employer ID Number) incorporation or organization) 2121 Brooks Avenue, P.O. Box 729, Neenah, Wisconsin 54957 (Address of principal executive offices) (Zip Code) (920) 725-7000 (Registrant's telephone number, including area code) None (Former name, former address and former fiscal year, if changed since last report) 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 periods 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 Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common Stock, Class A, $100 par value- 1,000 shares as of January 31, 1999 Common Stock, Class B, $100 par value- 0 shares as of January 31, 1999 Page 1 2 NEENAH FOUNDRY COMPANY Form 10-Q Index For the Quarter Ended December 31, 1998
Page ---- Part 1. Financial Information Item 1. Financial Statements Condensed consolidated balance sheets -- December 31, 1998 and September 30, 1998 3 Condensed consolidated statements of income -- Three months ended December 31, 1998 and Three months ended December 31, 1997 4 Condensed consolidated statements of cash flows -- Three months ended December 31, 1998 and Three months ended December 31, 1997 5 Notes to condensed consolidated financial statements -- December 31, 1998 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of 8 Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk 11 Part II. Other Information Item 1. Legal Proceedings 12 Item 2. Changes in Securities 12 Item 3. Defaults upon Senior Securities 12 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 12 Signatures 12 Exhibit Index 13
Page 2 3 NEENAH FOUNDRY COMPANY PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
December 31 September 30 1998 1998(1) ----------- ------------ (Unaudited) ASSETS Current assets: Cash and cash equivalents ............................. $ 34,683 $ 19,798 Accounts receivable, net .............................. 60,811 71,655 Inventories ........................................... 60,391 40,841 Refundable income taxes ............................... - 375 Deferred income taxes ................................. 4,635 4,888 Other current assets .................................. 6,559 5,060 ----------- ------------ Total current assets ............... 167,079 142,617 Property, plant and equipment ........................... 220,637 198,671 Less accumulated depreciation ........................... 23,546 18,134 ----------- ------------ 197,091 180,537 Identifiable intangible assets, net ..................... 70,192 69,904 Goodwill, net ........................................... 198,127 184,181 Other assets ............................................ 7,421 7,070 ----------- ------------ $ 639,910 $ 584,309 =========== ============ LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Accounts payable ...................................... $ 30,617 $ 29,920 Income taxes payable .................................. 981 - Accrued liabilities ................................... 24,495 30,326 Current portion of long-term debt ..................... 4,232 4,185 ----------- ------------ Total current liabilities .......... 60,325 64,431 Long-term debt .......................................... 428,039 367,686 Postretirement benefit obligations ...................... 5,307 5,220 Deferred income taxes ................................... 67,758 68,069 Other liabilities ....................................... 10,918 10,981 ----------- ------------ Total liabilities .................. 572,347 516,387 Commitments and contingencies STOCKHOLDER'S EQUITY: Preferred stock, par value $100 per share -- authorized 3,000 shares, no shares issued or outstanding .......................... - - Common stock, par value $100 per share -- authorized 11,000 shares, issued and outstanding 1,000 shares ................... 100 100 Additional paid in capital ............................ 55,167 55,167 Retained earnings ..................................... 13,866 14,225 Pension liability adjustment .......................... (1,570) (1,570) ----------- ------------ Total stockholder's equity ......... 67,563 67,922 ----------- ------------ $ 639,910 $ 584,309 =========== ============
See notes to condensed consolidated financial statements. (1) The balance sheet as of September 30, 1998 has been derived from the audited financial statements as of that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Page 3 4 NEENAH FOUNDRY COMPANY CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands)
(Restated) Three Months Three Months Ended Ended December 31, December 31, 1998 1997 ------------ ------------ (Unaudited) Net sales ...................................... $ 115,264 $ 57,988 Cost of sales .................................. 93,492 42,713 ------------ ------------ Gross profit ................................... 21,772 15,275 Selling, general and administrative expenses.... 8,260 4,898 Amortization of intangible assets .............. 3,415 1,412 ------------ ------------ Total operating expenses ....................... 11,675 6,310 ------------ ------------ Operating income ............................... 10,097 8,965 Net interest expense ........................... (9,907) (5,840) ------------ ------------ Income before income taxes ..................... 190 3,125 Provision for income taxes ..................... 549 1,509 ------------ ------------ Net income (loss) .............................. $ (359) $ 1,616 ============ ============
See notes to condensed consolidated financial statements. Page 4 5 NEENAH FOUNDRY COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
(Restated) Three Months Three Months Ended Ended December 31, December 31, 1998 1997 ------------ ------------ (Unaudited) OPERATING ACTIVITIES Net income (loss) .............................................. $ (359) $ 1,616 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization ............................... 8,826 3,801 Amortization of deferred financing costs and premium on notes 269 126 Changes in operating assets and liabilities ................. (1,956) (3,070) ------------ ------------ Net cash provided by operating activities ............................................. 6,780 2,473 INVESTING ACTIVITIES Purchase of property, plant and equipment ...................... (6,856) (1,612) Acquisition of Cast Alloys, Inc., net of cash acquired of $489 (42,484) - ------------ ------------ Net cash used in investing activities ............................................. (49,340) (1,612) FINANCING ACTIVITIES Proceeds from long-term debt ................................... 90,864 1,172 Payments on long-term debt ..................................... (30,338) (385) Debt issuance costs ............................................ (3,081) - ------------ ------------ Net cash provided by financing activities ............................................. 57,445 787 ------------ ------------ Increase in cash and cash equivalents .......................... 14,885 1,648 Cash and cash equivalents at beginning of period ............... 19,798 20,346 ------------ ------------ Cash and cash equivalents at end of period ..................... $ 34,683 $ 21,994 ============ ============
See notes to condensed consolidated financial statements. Page 5 6 NEENAH FOUNDRY COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) December 31, 1998 NOTE 1 -- BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 1998 are not necessarily indicative of the results that may be expected for the year ending September 30, 1999. For further information, refer to the consolidated financial statements and footnotes thereto included in Neenah Foundry Company's Annual Report on Form 10-K for the year ended September 30, 1998. On September 8, 1998, the capital stock of Advanced Cast Products, Inc. (ACP), was contributed to the Company by ACP Holding Company. ACP is a manufacturer of ductile and malleable iron castings. The acquisition of ACP was accounted for in a manner similar to a pooling of interests because the Company and ACP were under common control. Accordingly, the prior period financial statements of the Company for the period during which the Company and ACP were under common ownership have been restated. NOTE 2 -- INVENTORIES The components of inventories are as follows:
December 31 September 30 1998 1998 ----------- ------------ (000's omitted) Raw materials ......................... $ 8,388 $ 4,550 Work in process and finished goods..... 40,095 28,141 Supplies .............................. 11,908 8,150 ----------- ------------ $ 60,391 $ 40,841 =========== ============
If the FIFO method of inventory valuation had been used on all components, inventories would have been approximately $742 and $499 higher than reported at December 31, 1998 and September 30, 1998, respectively. Page 6 7 NOTE 3 -- ACQUISITIONS On March 30, 1998, the Company purchased Deeter Foundry, Inc. (Deeter), a manufacturer of gray iron castings, for $20,759 in cash (including direct costs of $313) and a $3,850 note issued by ACP Holding Company payable to the selling shareholders of Deeter which has been accounted for as a contribution to the capital of the Company. On April 3, 1998, the Company purchased Mercer Forge Corporation (Mercer), a manufacturer of forged components, for $47,420 (including direct costs of $525 and net of $154 of acquired cash). The acquisition of Mercer was financed through borrowings under the Tranche B term loan. On September 8, 1998, the Company purchased Dalton Corporation (Dalton), a manufacturer of gray iron castings, for $100,930 (including direct costs of $601 and net of $1,679 of acquired cash). The acquisition of Dalton was financed through drawings under the Tranche B term loan and the Acquisition Loan Facility. On December 31, 1998, the Company purchased Niemin Porter & Co. d/b/a Cast Alloys, Inc. (Cast Alloys), a manufacturer of investment-cast titanium and stainless steel golf club heads, for $42,484 in cash (including direct costs of $1,001 and net of $489 of acquired cash). The acquisition of Cast Alloys was financed out of a portion of the proceeds of the issuance of the Company's 11 1/8% Senior Subordinated Notes due 2007 issued on November 24, 1998. Had the acquisition occurred as of October 1, 1998, there would have been no material proforma effect on net sales or net income for the three months ended December 31, 1998. The acquisitions of Deeter, Mercer, Dalton and Cast Alloys (the "Recently Acquired Subsidiaries" have been accounted for using the purchase method of accounting and, accordingly, the purchase price has been allocated on the basis of fair values to the underlying assets acquired and liabilities assumed. The allocation of the purchase price paid for Cast Alloys was based on preliminary estimates of fair values and will be revised when final amounts of fair values are determined. The excess of the cost of acquisition over the fair value of the net tangible and identifiable intangible assets acquired has been allocated to goodwill. The operating results of Deeter, Mercer, Dalton and Cast Alloys are included in the consolidated statements of income since the date of their respective acquisition. NOTE 4 -- GUARANTOR SUBSIDIARIES Neenah Transport, Inc., Hartley Controls Corporation, Deeter Foundry, Inc., Mercer Forge Corporation (and its subsidiary A&M Specialties, Inc.), Dalton Corporation (and its subsidiaries Dalton Corporation, Warsaw Manufacturing Facility, Dalton Corporation, Kendallville Manufacturing Facility, Dalton Corporation, Ashland Manufacturing Facility, and Dalton Corporation, Stryker Machining Facility, Inc.), Advanced Cast Products, Inc. (and its subsidiaries Belcher Corporation and Peerless Corporation) and Niemin Porter & Co. (the Guarantor Subsidiaries) are wholly-owned subsidiaries of Neenah Foundry Company and have fully and unconditionally guaranteed the Senior Subordinated Notes on a joint and several basis. The Guarantor Subsidiaries comprise all of the Company's direct and indirect domestic subsidiaries. The separate financial statements of the Guarantor Subsidiaries have not been included herein because management has concluded that such financial statements would not provide additional information that is material to investors. Page 7 8 The following is summarized combined financial information of the Guarantor Subsidiaries. Net sales include net sales to Neenah Foundry Company of $1,504 for the three months ended December 31, 1998.
December 31, 1998 ----------------- (000's omitted) Current assets $ 93,266 Noncurrent assets 222,936 Current liabilities 39,471 Noncurrent liabilities 72,085 Three Months Ended December 31, 1998 ----------------- (000's omitted) Net sales $ 74,071 Gross profit 9,078 Net loss (1,127)
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL Certain matters discussed in this Management's Discussion and Analysis of Financial Condition and Results of Operations and other sections of this annual report are "forward-looking statements" intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such because the context of the statement will include words such as the Company "believes," "anticipates," "expects" or words of similar import. Similarly, statements that describe the Company's future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which may cause actual results to differ materially from those currently anticipated. The forward-looking statements made herein are made only as of the date of this report and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. The following discussions compare the results of operations of the Company for the three months ended December 31, 1998, to the results of the operations of the Company for the three months ended December 31, 1997. RESULTS OF OPERATIONS (dollars in thousands) Three Months Ended December 31, 1998 and 1997 Net sales. Net sales for the three months ended December 31, 1998 were $115,264 which are $57,276 or 98.8% higher than the quarter ended December 31, 1997. The increase in net sales resulted from the inclusion of the operating results of the Recently Acquired Subsidiaries after their acquisition. Gross profit. Gross profit for the three months ended December 31, 1998 was $21,772, an increase of $6,497, or 42.5%, as compared to the quarter ended December 31, 1997. The increase in gross profit resulted from the inclusion of the operating results of the Recently Acquired Subsidiaries after their acquisition. Gross profit as a percentage of net sales decreased to 18.9% for the three months ended December 31, 1998 from 26.3% for the quarter ended December 31, 1997. The decline in gross profit percentage is attributable to a greater percentage of sales of lower margin industrial products in the three months ended December 31, 1998 as compared to the three months ended December 31, 1997. Page 8 9 Selling, general and administrative expenses. Selling, general and administrative expenses for the three months ended December 31, 1998 were $8,260, an increase of $3,362, or 68.6%, as compared to the $4,898 for the quarter ended December 31, 1997. Approximately $2,800 of the increase was due to the inclusion of the operating results of the Recently Acquired Subsidiaries and the remainder of the increase was due to professional and other expenses related to completed and potential acquisitions. As a percentage of net sales, selling, general and administrative expenses decreased from 8.4% for the quarter ended December 31, 1997 to 7.2% for the three months ended December 31, 1998. The decrease in selling, general and administrative expenses as a percentage of net sales was mainly due to expenses being spread over a larger revenue base with the inclusion of the Recently Acquired Subsidiaries. Amortization of intangible assets. Amortization of intangible assets was $3,415 for the three months ended December 31, 1998, an increase of $2,003, or 141.9%, as compared to the $1,412 for the quarter ended December 31, 1997. The increase is due to the increased amortization of goodwill and identifiable intangible assets from the Recently Acquired Subsidiaries. Operating income. Operating income was $10,097 for the three months ended December 31, 1998, an increase of $1,132, or 12.6%, from the quarter ended December 31, 1997. The improvement in operating income was achieved for the reasons discussed above under gross profit. As a percentage of net sales, operating income decreased from 15.5% for the quarter ended December 31, 1997 to 8.8% for the three months ended December 31, 1998. The decrease in operating income percentage was due to the factors discussed above under gross profit, as well as increased amortization of intangible assets. Net interest expense. Net interest expense was $9,907 for the three months ended December 31, 1998 compared to $5,840 for the quarter ended December 31, 1997. The increased interest expense resulted from the interest on the drawings under the Company's Senior Bank Facilities and the Senior Subordinated Notes used to finance the purchase of the Recently Acquired Subsidiaries. Provision for income taxes. The provision for income taxes for the three months ended December 31, 1998 and 1997 is higher than the amount computed by applying the statutory rate of approximately 40% to income before income taxes mainly due to the amortization of goodwill which is not deductible for income tax purposes. LIQUIDITY AND CAPITAL RESOURCES (dollars in thousands) On April 30, 1997, the Company issued $150.0 million principal amount of 11-1/8% Senior Subordinated Notes due 2007 (the "Senior Subordinated Notes") and entered into a credit agreement providing for term loans of $45.0 million and a revolving credit facility of up to $50.0 million, as amended (the "Senior Bank Facility" or "Credit Agreement"). On July 1, 1997, the Company issued an additional $45.0 million principal amount of Senior Subordinated Notes and used the proceeds of $47.6 million to pay the term loans, the accrued interest thereon and related fees and expenses. On April 3, 1998, in connection with the acquisition of Mercer, the Company amended the Credit Agreement to provide availability of $75.0 million of term loans to the Company (consisting of $20.0 million of Tranche A Loans and $55.0 million of Tranche B Loans) in addition to the Company's existing $50.0 million Revolving Credit Facility. On September 8, 1998, in connection with the acquisition of Dalton and the contribution of the capital stock of ACP, the Company amended and restated the Credit Agreement to provide for additional Tranche B Loans in an aggregate principal amount of $70.0 million and an Acquisition Loan Facility in aggregate principal amount outstanding at any one time not to exceed $50.0 million. On November 24, 1998, the Company sold $87.0 million principal amount of Senior Subordinated Notes, using a portion of the proceeds to finance the acquisition of Cast Alloys and $29 million of the proceeds to pay down borrowings under the Acquisition Loan Facility. The remaining proceeds are to be used for general corporate purposes. Page 9 10 The Company's liquidity needs will arise primarily from debt service on the above indebtedness, working capital needs and funding of capital expenditures and additional acquisitions. Borrowings under the Senior Bank Facilities bear interest at variable interest rates. The Senior Bank Facility imposes restrictions on the Company's ability to make capital expenditures and both the Senior Bank Facility and the indentures governing the Senior Subordinated Notes limit the Company's ability to incur additional indebtedness. The covenants contained in the Senior Bank Facility also, among other things, restrict the ability of the Company and its subsidiaries to dispose of assets, incur guarantee obligations, prepay the Senior Subordinated Notes or amend the indentures, pay dividends, create liens on assets, enter into sale and leaseback transactions, make investments, loans or advances, make acquisitions, engage in mergers or consolidations, change the business conducted by the Company, make capital expenditures or engage in certain transactions with affiliates, and otherwise restrict corporate activities. For the three months ended December 31, 1998 and December 31, 1997, capital expenditures were $6,856 and $1,612, respectively. The $5,244 increase in capital expenditures was primarily the result of planned enhancements to certain equipment in the manufacturing area, including significant expenditures at ACP and Deeter, which were acquired in fiscal 1998. The Company's principal source of cash to fund its liquidity needs will be net cash from operating activities and borrowings under its Senior Bank Facilities. Net cash from operating activities for the three months ended December 31, 1998 was $6,780, an increase of $4,307 from $2,473 for the three months ended December 31, 1997. The increase in net cash from operating activities was primarily the result of increased cash flow from the Recently Acquired Subsidiaries and improved control of inventory and accounts receivable balances. The Company believes that cash generated from operations and existing revolving lines of credit under the Senior Bank Facilities will be sufficient to meet its normal operating requirements, including working capital needs and interest payments on the Company's outstanding indebtedness. YEAR 2000 The Company and its subsidiaries have conducted an evaluation of the actions necessary in order to ensure that their computer systems will be able to function without disruption with respect to the application of dating systems in the Year 2000. As a result of this evaluation, each company within the consolidated entity is engaged in the process of upgrading, replacing and testing certain of its information and other computer systems in order to operate without disruption due to Year 2000 issues. The Company's remedial actions are scheduled to be completed during the first quarter of 1999 and those of its subsidiaries are anticipated to be completed prior to the third quarter of 1999. The Company will utilize both internal and external resources to reprogram, or replace, test and implement the software and operating equipment for Year 2000 modifications. The total cost of the Year 2000 project is estimated at $560,000 and is being funded through operating cash flows. Through December 31, 1998, the Company has incurred approximately $433,000 related to all phases of the Year 2000 project. All costs relate to repair of hardware and software and are being expensed as incurred. The subsidiaries are using mainly internal resources to complete their Year 2000 projects and their costs are not expected to be material to their operations and financial position and are being expensed as incurred. Although there can be no assurance that the remedial actions being implemented by the Company and its subsidiaries will address every issue relating to the Year 2000 issue, the Company believes it is unlikely that any disruptions resulting from the Year 2000 issue would have a significant impact on its overall operations. In addition to its investigations of its own systems, the Company has begun assessing the Year 2000 readiness of its important vendors and customers. Management believes that all of its important critical vendors and customers either have or will have addressed any problems associated with the Year 2000 issue such that there will be no significant deterioration in future business dealings due to this issue. Page 10 11 As noted above, the Company has not yet completed all necessary phases of the Year 2000 program. In the event that the Company does not complete any additional phases, the Company might be unable to take customer orders, ship products, invoice customers or collect payments. In addition, disruptions in the economy generally resulting from Year 2000 issues could also materially adversely affect the Company. The Company could be subject to litigation for computer systems product failure, for example, equipment shutdown or failure to properly date business records. The amount of potential liability and lost revenue cannot be reasonably estimated at this time. The Company currently has no formal contingency plans in place in the event it does not complete all phases of the Year 2000 program. The Company plans to evaluate the status of completion during the second quarter of 1999 and determine whether such a plan is necessary. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to market risk related to changes in interest rates. The Company does not use derivative financial instruments for speculative or trading purposes. Interest Rate Sensitivity. The Company's earnings are affected by changes in short-term interest rates as a result of its borrowings under the Senior Bank Facilities. If market interest rates for such borrowings average 1% more during the remainder of the fiscal year ended September 30, 1999 than they did during the quarter ended December 31, 1998, the Company's interest expense would increase, and income before income taxes would decrease by approximately $1.1 million. This analysis does not consider the effects of the reduced level of overall economic activity that could exist in such an environment. Further, in the event of a change of such magnitude, management could take actions to further mitigate its exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no changes in the Company's financial structure. Page 11 12 NEENAH FOUNDRY COMPANY PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS None. Item 2. CHANGES IN SECURITIES None. Item 3. DEFAULTS UPON SENIOR SECURITIES None. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. Item 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K The Company filed four reports on Form 8-K during the quarter ended December 31, 1998. The first report, a Form 8-K/A dated November 5, 1998, amended the pro forma financial information previously filed related to the acquisition of Mercer Forge Corporation. The remaining three reports, which were all on Form 8-K/A and dated November 6, 1998, November 19, 1998 and November 20, 1998, provided and amended the required historical and pro forma financial information related to the acquisition of Dalton Corporation. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NEENAH FOUNDRY COMPANY DATE: February 11, 1999 /s/ Gary LaChey ----------------------------------------------- Gary LaChey Vice President-Finance, Secretary & Treasurer (Principal Financial Officer and Duly Authorized Officer) Page 12 EX-27 2 FINANCIAL DATA SCHEDULE
5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF NEENAH FOUNDRY COMPANY AS OF AND FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS SEP-30-1999 OCT-01-1998 DEC-31-1998 34,683 0 61,630 819 60,391 167,079 220,637 23,546 639,910 60,325 428,039 0 0 100 67,463 639,910 115,264 115,264 93,492 93,492 11,675 0 9,907 190 549 (359) 0 0 0 (359) 0 0
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