-----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, GWHhZ3G3q/W4QGfsFHBQsbP5XSV5ttnSTQ+N3MAj5f5k2MPX4uYO/QmdJF28ZHJo +j0Kp0F8dFrT4BVO0d5X+Q== 0000950124-00-000589.txt : 20000214 0000950124-00-000589.hdr.sgml : 20000214 ACCESSION NUMBER: 0000950124-00-000589 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000211 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: 536825 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 QUARTERLY REPORT ENDED 12/31/99 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 quarterly period ended December 31, 1999 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, 2000 Common Stock, Class B, $100 par value- 0 shares as of January 31, 2000 1 2 NEENAH FOUNDRY COMPANY Form 10-Q Index For the Quarter Ended December 31, 1999 Page Part 1. Financial Information Item 1. Financial Statements Condensed consolidated balance sheets -- December 31, 1999 and September 30, 1999 3 Condensed consolidated statements of operations -- Three months ended December 31, 1999 and Three months ended December 31, 1998 4 Condensed consolidated statements of cash flows -- Three months ended December 31, 1999 and Three months ended December 31, 1998 5 Notes to condensed consolidated financial statements -- December 31, 1999 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3. Quantitative and Qualitative Disclosures About Market Risk 12 Part II. Other Information Item 1. Legal Proceedings 13 Item 2. Changes in Securities 13 Item 3. Defaults upon Senior Securities 13 Item 4. Submission of Matters to a Vote of Security Holders 13 Item 5. Other Information 13 Item 6. Exhibits and Reports on Form 8-K 13 Signatures 13 Exhibit Index 14 2 3 NEENAH FOUNDRY COMPANY PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) December 31 September 30 1999 1999(1) ----------- ------------ (Unaudited) [CAPTION] ASSETS Current assets: Cash and cash equivalents $ 14,580 $ 17,368 Accounts receivable, net 63,815 77,696 Inventories 64,221 56,387 Deferred income taxes 3,534 3,534 Other current assets 5,772 5,223 -------- -------- Total current assets 151,922 160,208 Property, plant and equipment 280,103 255,245 Less accumulated depreciation 53,150 46,441 -------- -------- 226,953 208,804 Identifiable intangible assets, net 71,520 73,303 Goodwill, net 192,958 190,469 Other assets 8,687 8,918 -------- -------- $652,040 $641,702 ======== ======== LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Accounts payable $ 31,444 $ 31,151 Income taxes payable 739 1,129 Accrued liabilities 26,781 38,632 Current portion of long-term debt 5,352 5,334 -------- -------- Total current liabilities 64,316 76,246 Long-term debt 447,634 423,887 Postretirement benefit obligations 5,673 5,641 Deferred income taxes 65,133 64,237 Other liabilities 8,125 7,941 -------- -------- Total liabilities 590,881 577,952 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 51,317 51,317 Retained earnings 9,742 12,333 -------- -------- Total stockholder's equity 61,159 63,750 -------- -------- $652,040 $641,702 ======== ========
See notes to condensed consolidated financial statements. (1) The balance sheet as of September 30, 1999 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. 3 4 NEENAH FOUNDRY COMPANY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands) Three Months Three Months Ended Ended December 31, December 31, 1999 1998 ------------ ------------ (Unaudited) [CAPTION] Net sales $126,850 $115,264 Cost of sales 106,057 93,492 -------- -------- Gross profit 20,793 21,772 Selling, general and administrative expenses 9,429 8,260 Amortization of intangible assets 2,707 3,415 -------- -------- Total operating expenses 12,136 11,675 -------- -------- Operating income 8,657 10,097 Net interest expense (11,501) (9,907) -------- -------- Income (loss) before income taxes (2,844) 190 Provision (credit) for income taxes (253) 549 -------- -------- Net loss $ (2,591) $ (359) ======== ========
See notes to condensed consolidated financial statements. 4 5 NEENAH FOUNDRY COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Three Months Three Months Ended Ended December 31, December 31, 1999 1998 ------------ ----------- ( Unaudited) [CAPTION] OPERATING ACTIVITIES Net loss $ (2,591) $ (359) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 9,653 8,826 Amortization of deferred financing costs and premium on notes 271 269 Deferred income taxes (247) -- Changes in operating assets and liabilities (3,341) (3,616) -------- ------- Net cash provided by operating activities 3,745 5,120 INVESTING ACTIVITIES Purchase of property, plant and equipment (7,451) (6,856) Acquisition of Cast Alloys, Inc., net of cash acquired of $488 -- (40,824) Acquisition of Gregg Industries, Inc., net of cash acquired of $403 (23,002) -- -------- ------- Net cash used in investing activities (30,453) (47,680) FINANCING ACTIVITIES Proceeds from long-term debt 25,000 90,864 Payments on long-term debt (1,080) (30,338) Debt issuance costs -- (3,081) -------- ------- Net cash provided by financing activities 23,920 57,445 -------- ------- Increase (decrease) in cash and cash equivalents (2,788) 14,885 Cash and cash equivalents at beginning of period 17,368 19,798 -------- ------- Cash and cash equivalents at end of period $ 14,580 $34,683 ======== =======
See notes to condensed consolidated financial statements. 5 6 NEENAH FOUNDRY COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) December 31, 1999 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, 1999 are not necessarily indicative of the results that may be expected for the year ending September 30, 2000. 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, 1999. NOTE 2 -- INVENTORIES The components of inventories are as follows: December 31 September 30 1999 1999 ----------- ------------ (000's omitted) [CAPTION] Raw materials $12,245 $ 9,702 Work in process and finished goods 42,252 37,654 Supplies 9,724 9,031 ------ ------- $64,221 $56,387 ======= =======
If the FIFO method of inventory valuation had been used on all components, inventories would have been approximately $318 lower than reported at December 31, 1999, and $1,156 lower than reported at September 30, 1999. NOTE 3 -- ACQUISITIONS 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 $40,824 in cash (including direct costs of $1,206 and net of $488 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. 6 7 On November 30, 1999, the Company purchased Gregg Industries, Inc. ("Gregg"), a manufacturer of gray and ductile iron castings, for $23,002 (including direct costs of $735 and net of $403 of acquired cash). The acquisition of Gregg was financed through drawings under the Company's Acquisition Loan Facility. The purchase price may be adjusted based on the operating results of Gregg for the calendar years ended December 31, 1999 and 2000. The maximum additional payout will be $6.75 million for each year based on Gregg's earnings level. Any additional purchase price will be allocated to goodwill. Had the acquisition occurred as of October 1, 1999, or October 1, 1998, there would have been no material pro forma effect on net sales or net income for the three months ended December 31, 1999 or 1998. The acquisitions of Cast Alloys and Gregg 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 Gregg 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 acquisitions over the fair value of the net tangible and identifiable assets acquired has been allocated to goodwill. The operating results of Cast Alloys and Gregg are included in the consolidated statements of operations 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), Niemin Porter & Co.(and its subsidiary International Golf, S.A. de, C.V.), and Gregg Industries, Inc. (collectively, 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. The following is summarized combined financial information of the Guarantor Subsidiaries. Net sales include net sales to Neenah Foundry Company of $1,680 and $1,504 for the three months ended December 31, 1999 and 1998, respectively.
December 31, 1999 September 30, 1999 ----------------- ------------------ (000's omitted) (000's omitted) Current assets $ 60,600 $ 63,153 Noncurrent assets 256,615 236,185 Current liabilities 36,625 38,148 Noncurrent liabilities 31,491 30,570 Three Months Three Months Ended Ended December 31, 1999 September 30, 1999 ----------------- ------------------ (000's omitted) (000's omitted) Net sales $ 83,821 $ 74,071 Gross profit 6,619 9,078 Net loss (4,755) (1,127) 7
8 Note 5 -- SEGMENT INFORMATION The Company has two reportable segments, Castings and Forgings. The Castings segment manufactures and sells iron castings for the industrial and municipal markets, while the Forgings segment manufactures forged components for the industrial market. The Other segment includes machining operations, manufacture of foundry equipment and freight hauling.
Three Months Ended December 31, ------------------------- 1999 1998 --------- -------- Net sales to unaffiliated customers: Castings $ 114,826 $ 98,240 Forgings 7,993 13,209 Other 8,705 8,045 Elimination of intersegment revenues (4,674) (4,230) --------- ---------- Consolidated $ 126,850 $ 115,264 ========= ========== Net income (loss): Castings $ (6,179) $ (1,801) Forgings (1,031) 135 Other 315 180 Elimination of intersegment income 4,304 1,127 --------- --------- Consolidated $ (2,591) $ (359) ========= ========= Identifiable Assets: Castings $ 825,344 $ 747,640 Forgings 55,675 66,157 Other 19,336 15,429 Adjustments (248,315) (244,917) --------- --------- Total consolidated assets $ 652,040 $ 584,309 ========= =========
8 9 NOTE 6 -- RESTRUCTURING CHARGE During fiscal 1999, the Company recorded a restructuring charge of $6,713 to close one of their manufacturing facilities. Impairment and abandonment of assets at this facility that will no longer be used represented $6,030 of the restructuring charge. The following is a breakdown of activity during the three months ended December 31, 1999 of each cash component of the restructuring charge:
Balance at Balance at September 30, Cash December 31, 1999 Payments 1999 ------------- -------- ------------ Employee severance costs $328 $126 $202 Lease commitment and contractual obligations 130 32 98 Other exit activity costs, primarily facility closure expenses 225 44 181 ---- ---- ---- $683 $202 $481 ==== ==== ====
The fair value of assets that will no longer be used was determined based on an appraisal performed with consideration given to offers received from prospective buyers. Employee severance costs relate to 20 salaried employees and 146 bargaining unit employees and have been communicated in writing to employees. As of December 31, 1999, a total of 130 salaried and bargaining unit employees have actually been terminated and received severance benefits. It is expected that substantially all actions related to the Company's restructuring plan will be completed by September 30, 2000. For the three months ended December 31, 1999 and 1998, net sales related to this manufacturing facility were $3,510 and $4,029, respectively, and the operating loss related to this manufacturing facility was $522 and $689, respectively. 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, 1999, to the results of the operations of the Company for the three months ended December 31, 1998. 9 10 RESULTS OF OPERATIONS (dollars in thousands) THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998 NET SALES. Net sales for the three months ended December 31, 1999 were $126,850 which are $11,586 or 10.1% higher than the quarter ended December 31, 1998. The increase in net sales resulted from the inclusion of the operating results of Cast Alloys and Gregg after their acquisition. GROSS PROFIT. Gross profit for the three months ended December 31, 1999 was $20,793, a decrease of $979, or 4.5%, as compared to the quarter ended December 31, 1998. Gross profit as a percentage of net sales decreased to 16.4% for the three months ended December 31, 1999 from 18.9% for the quarter ended December 31, 1998. The decline in gross profit is attributable to the continuing negative effect of a strike at Mercer which began in April, 1999 and was settled in July, 1999 as well as the inclusion in the quarter ended December 31, 1999 of the operations of Cast Alloys, which was acquired on December 31, 1998 and whose gross profit for the three months ended December 31,1999 was breakeven. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses for the three months ended December 31, 1999 were $9,429, an increase of $1,169, or 14.2%, as compared to the $8,260 for the quarter ended December 31, 1998. The increase was due to the inclusion of the operating results of Cast Alloys and Gregg after their acquisition which was partially offset by lower professional and other expenses related to completed and potential acquisitions. As a percentage of net sales, selling, general and administrative expenses increased to 7.4% for the quarter ended December 31, 1999 from 7.2% for the three months ended December 31, 1998. AMORTIZATION OF INTANGIBLE ASSETS. Amortization of intangible assets was $2,707 for the three months ended December 31, 1999, a decrease of $708, or 20.7%, as compared to the $3,415 for the quarter ended December 31, 1998. The decrease is due to the decreased amortization of certain identifiable intangible assets which were fully amortized in the year ended September 30, 1999. OPERATING INCOME. Operating income was $8,657 for the three months ended December 31, 1999, a decrease of $1,440, or 14.3%, from the quarter ended December 31, 1998. As a percentage of net sales, operating income decreased from 8.8% for the quarter ended December 31, 1998 to 6.8% for the three months ended December 31, 1999. The decrease in operating income and operating income as a percent of sales was due to the factors discussed above under gross profit, partially offset by decreased amortization of intangible assets. NET INTEREST EXPENSE. Net interest expense was $11,501 for the three months ended December 31, 1999 compared to $9,907 for the quarter ended December 31, 1998. 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 Cast Alloys and Gregg. PROVISION (CREDIT) FOR INCOME TAXES. The provision (credit) for income taxes for the three months ended December 31, 1999 and 1998 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. 10 11 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 $42.7 million 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, and Used the remaining proceeds for general corporate purposes. On November 30, 1999, the Company used drawings of $25.0 million on the Acquisition Loan Facility to finance the acquisition of Gregg. 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, 1999 and December 31, 1998, capital expenditures were $7,451 and $6,856, respectively. The $595 increase in capital expenditures was primarily the result of planned enhancements to certain equipment in the manufacturing area, and include expenditures of Cast Alloys and Gregg in the quarter ended December 31, 1999. 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, 1999 was $3,745, a decrease of $1,375 from $5,120 for the three months ended December 31, 1998. The decrease in net cash from operating activities was primarily the result of a larger paydown of accrued interest amounts and a buildup in inventory balances, partially offset by improved control of 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. 11 12 YEAR 2000 UPDATE Previously the Company discussed the nature and progress of its plan to become Year 2000 ready. In late calendar 1999, the Company completed its remediation and testing of systems. As a result of those planning and implementation efforts, the Company experienced no significant disruptions in mission critical information technology and noninformation technology systems and believes those systems successfully responded to the Year 2000 date change. The Company expensed approximately $30,000 during the three month period ended December 31, 1999 in connection with remediating its systems. The Company is not aware of any material problems resulting from Year 2000 issues, either with our products, our internal systems, or the products and services of third parties. The Company will continue to monitor its mission critical computer applications and those of its suppliers and vendors throughout the year 2000 to ensure that any latent Year 2000 matters that may arise are addressed promptly. 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, 2000 than they did during the quarter ended December 31, 1999, the Company's interest expense would increase, and income before income taxes would decrease by approximately $1.2 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. 12 13 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 one report on Form 8-K during the quarter ended December 31, 1999. The report , dated December 9, 1999, disclosed that the Company had acquired Gregg Industries, Inc. 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, 2000 /s/ Gary LaChey ----------------------------------------------- Gary LaChey Vice President-Finance, Secretary & Treasurer (Principal Financial Officer and Duly Authorized Officer) 13 EX-27 2 FINANICAL 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, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS SEP-30-2000 OCT-01-1999 DEC-31-1999 14,580 0 64,974 1,159 64,221 151,922 280,103 53,150 652,040 64,316 447,634 0 0 100 61,059 652,040 126,850 126,850 106,057 106,057 12,136 0 11,501 (2,844) (253) (2,591) 0 0 0 (2,591) 0 0
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