-----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, TNO3CZbNDMb0cglpptqZ2Fd4Lo47Wy2dpLqMGPxBwHPi9/Liww4hPbufl7awLFXr Xua4V5En5LpVSas4YB+q5g== 0000950137-05-014347.txt : 20051130 0000950137-05-014347.hdr.sgml : 20051130 20051129195207 ACCESSION NUMBER: 0000950137-05-014347 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051129 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051130 DATE AS OF CHANGE: 20051129 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-28751-03 FILM NUMBER: 051233126 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 8-K 1 c00438e8vk.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 29, 2005 NEENAH FOUNDRY COMPANY (Exact name of registrant as specified in its charter) WISCONSIN 333-28751 39-1580331 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 2121 BROOKS AVENUE P.O. BOX 729 NEENAH, WISCONSIN 54957 (Address of Principal executive offices, including Zip Code) (920) 725-7000 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On November 29, 2005, Neenah Foundry Company (the "Company") issued a press release announcing full year fiscal 2005 financial results and (as discussed below under Item 8.01) the end of its previously announced exploratory sale process. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. ITEM 8.01. OTHER EVENTS. On November 29, 2005, the Company announced that it has completed the previously announced process to explore the potential sale or merger of the Company. Its board of directors, which is also the board of directors of its parent company, ACP Holding Company, unanimously voted to end that process and turn the Company's focus to successfully implementing the Company's business plan. The Company's business plan recognizes a consolidating market and is intended to position the Company for growth by expanding its revenues and further penetrating existing markets that are already being served. It also involves exploring other strategic alternatives that would have the effect of reducing costs and expanding capacity in selected markets. The board of directors believes that the Company can enhance shareholder value by continuing to execute its current strategy while giving careful consideration to available strategic opportunities that might arise based on evolving market conditions. FORWARD-LOOKING STATEMENTS This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the Company's current expectations and involve risks and uncertainties that could cause the Company's actual results to differ materially from those set forth in the statements. The Company can give no assurance that such expectations will prove to be correct. Factors that could cause the Company's results to differ materially from current expectations include material disruptions to the major industries served by the Company, fluctuations in the price of scrap metal and increasing competition from foreign foundries as well as other factors described or referenced in the Company's Form 10-K for the year ended September 30, 2004, and its most recent Form 10-Q for the quarter ended June 30, 2005. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. Number Description ------ ----------- 99.1 Press Release dated November 29, 2005 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 hereunto duly authorized. NEENAH FOUNDRY COMPANY Date: November 29, 2005 /s/ Gary W. LaChey ------------------ Name: Gary W. LaChey Title: Corporate Vice President - Finance EXHIBIT INDEX Number Description ------ ----------- 99.1 Press Release dated November 29, 2005 EX-99.1 2 c00438exv99w1.txt PRESS RELEASE EXHIBIT 99.1 NEENAH FOUNDRY COMPANY ANNOUNCES FINANCIAL RESULTS FOR FISCAL 2005 AND REPORTS ON END OF SALE PROCESS NEENAH, WI, November 29, 2005 - Neenah Foundry Company announced today that it has completed the previously announced process to explore the potential sale or merger of the Company. Its board of directors, which is also the board of directors of its parent company, ACP Holding Company, unanimously voted to end that process and turn the Company's focus to successfully implementing the Company's business plan. The Company's business plan recognizes a consolidating market and is intended to position the Company for growth by expanding its revenues and further penetrating existing markets that are already being served. It also involves exploring other strategic alternatives that would have the effect of reducing costs and expanding capacity in selected markets. The board of directors believes that the Company can enhance shareholder value by continuing to execute its current strategy while giving careful consideration to available strategic opportunities that might arise based on evolving market conditions. The Company also announced fiscal 2005 consolidated net sales of $541.7 million and consolidated net income of $15.1 million. The net sales for 2005 represents a 20.2% increase over the $450.9 net sales recorded in fiscal 2004. The additional revenue is attributed to stronger sales in the markets in which the Company participates coupled with the steel scrap surcharge that compensates the Company for higher raw material costs. The net income for 2005 represents an increase of $11.8 million or 463.8% over the $3.3 million recorded in fiscal 2004. The increased volume coupled with the ability to pass through increased raw material costs accounted for most of the difference in net income. Adjusted EBITDA (which is a non-GAAP financial measure), as defined in the attached Adjusted EBITDA reconciliation, was $72.0 million for fiscal 2005 versus $61.1 million for fiscal 2004. Fiscal 2005 Adjusted EBITDA was $6.5 million lower than it would have been without the $6.5 million one-time cash settlement to resolve the Mercer Forge litigation. See below for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure. Unaudited condensed consolidated financial statements without explanatory footnotes and other required disclosures are attached for informational purposes only. ABOUT NEENAH FOUNDRY COMPANY Neenah Foundry Company manufactures and markets a wide range of iron castings and steel forgings for the heavy municipal market and selected segments of the industrial markets. Neenah is one of the larger independent foundry companies in the country, with substantial market share in the municipal and various industrial markets for gray and ductile iron castings and forged steel products. Additional information about Neenah is available on the Company's web site at www.nfco.com. FORWARD-LOOKING STATEMENTS This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the Company's current expectations and involve risks and uncertainties that could cause the Company's actual results to differ materially from those set forth in the statements. The Company can give no assurance that such expectations will prove to be correct. Factors that could cause the Company's results to differ materially from current expectations include material disruptions to the major industries served by the Company, fluctuations in the price of scrap metal and increasing competition from foreign foundries as well as other factors described or referenced in the Company's Form 10-K for the year ended September 30, 2004, and its most recent Form 10-Q for the quarter ended June 30, 2005. CONTACTS: Neenah Foundry Company William Barrett (920) 725-7000 Neenah Foundry Company Condensed Consolidated Balance Sheets (In Thousands) (Unaudited)
SEPTEMBER 30, 2005 2004 --------------------- ASSETS Total current assets $158,603 $149,617 Property, plant and equipment 91,250 87,276 Other assets 162,702 170,547 --------------------- $412,555 $407,440 ===================== LIABILITIES AND STOCKHOLDER'S EQUITY Total current liabilities $ 95,666 $ 99,699 Other liabilities 299,536 298,957 --------------------- Total liabilities 395,202 398,656 Total stockholder's equity 17,353 8,784 --------------------- $412,555 $407,440 =====================
Neenah Foundry Company Condensed Consolidated Statements of Operations (In Thousands) (Unaudited)
YEARS ENDED SEPTEMBER 30, 2005 2004 ------------------------ Net sales $ 541,772 $ 450,942 Cost of sales 440,818 375,124 ------------------------ Gross profit 100,954 75,818 Selling, general and administrative expenses 34,467 27,374 Litigation settlement 6,500 - Amortization expense 7,124 7,121 Loss on disposal of property, plant and equipment 953 465 ------------------------ Operating income 51,910 40,858 Net interest expense (33,406) (33,363) ------------------------ Income from continuing operations before income taxes 18,504 7,495 Provision for income taxes 3,409 3,881 ------------------------ Income from continuing operations 15,095 3,614 Loss from discontinued operations - (359) ------------------------ Net income $ 15,095 $ 3,255 ========================
Neenah Foundry Company Condensed Consolidated Statements of Cash Flows (In Thousands) (Unaudited)
YEARS ENDED SEPTEMBER 30, 2005 2004 ------------------------- OPERATING ACTIVITIES Net income $ 15,095 $ 3,255 Noncash adjustments 17,088 24,603 Changes in operating assets and liabilities 1,404 (25,113) ---------------------- Net cash provided by operating activities 33,587 2,745 INVESTING ACTIVITIES Purchase of property, plant and equipment (17,572) (12,713) Proceeds from sale of property, plant and equipment 905 55 Other 347 475 ---------------------- Net cash used in investing activities (16,320) (12,183) FINANCING ACTIVITIES Proceeds from long-term debt 84 14,450 Payments on long-term debt and capital lease obligations (13,716) (5,012) Debt issuance costs (151) - ---------------------- Net cash provided by (used in) financing activities (13,783) 9,438 ---------------------- Increase in cash and cash equivalents 3,484 - Cash and cash equivalents at beginning of year - - ---------------------- Cash and cash equivalents at end of year $ 3,484 $ - ======================
A reconciliation of Adjusted EBITDA for the years ended September 30, 2005 and 2004 is provided below:
(In thousands) Years Ended September 30, 2005 2004 ------- ------- Net income ............................. $15,095 $ 3,255 Income tax provision ................... 3,409 3,881 Net interest expense ................... 33,406 33,363 Depreciation and amortization .......... 18,864 17,992 Loss on disposal of equipment .......... 953 465 Loss from discontinued operations ...... - 359 Neenah non-cash inventory charge ....... 242 - Gregg non-cash inventory charge ........ - 1,172 Deeter non-cash inventory charge ....... - 624 Gregg write-off of lease deposits ...... 64 - ------- ------- Adjusted EBITDA (as defined below) ..... $72,033 * $61,111 ======= =======
Adjusted EBITDA is defined in the Company's Credit Facility as "EBITDA" and is generally calculated as the sum of net income (excluding non-cash charges), income taxes, interest expense, and depreciation and amortization. Adjusted EBITDA is not a measure prepared in accordance with accounting principles generally accepted in the United States, but is being presented because the Company and the Company's lenders use it to evaluate operating performance relative to the financial covenants contained in the Company's Credit Facility, and management believes that certain investors use information concerning Adjusted EBITDA as a measure of a company's performance and ability to service its debt. Adjusted EBITDA should not be considered a substitute for, or more meaningful than, income from operations, net income, cash flows or other measures of financial performance prepared in accordance with accounting principles generally accepted in the United States. Adjusted EBITDA, as presented by the Company, may not be comparable to similarly titled measures reported by other companies. - ---------- *Adjusted EBITDA for the year ended September 30, 2005 is $6,500 lower than it would have been without the $6,500 Mercer Forge litigation settlement paid in August, 2005. -----END PRIVACY-ENHANCED MESSAGE-----