-----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, Vdn+j/eErxU/bp3Z3S4uAY8P8C+ntoXyVCswV1UvD62NKf3WwRYTzASXOGcKnLA+ CamfpiuzHmSXsyvX2mfY5Q== 0000950152-99-007032.txt : 19990818 0000950152-99-007032.hdr.sgml : 19990818 ACCESSION NUMBER: 0000950152-99-007032 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONARCH MACHINE TOOL CO CENTRAL INDEX KEY: 0000067532 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 344307810 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 001-01997 FILM NUMBER: 99694867 BUSINESS ADDRESS: STREET 1: 2600 KETTERING TOWER STREET 2: PO BOX 668 CITY: DAYTON STATE: OH ZIP: 45423 BUSINESS PHONE: 5134924111 MAIL ADDRESS: STREET 1: 615 N OAK ST STREET 2: PO BOX 668 CITY: SIDNEY STATE: OH ZIP: 45365 10-Q/A 1 THE MONARCH MACHINE TOOL COMPANY 10-Q/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 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 No. 1 - 1997 -------- THE MONARCH MACHINE TOOL COMPANY -------------------------------- (Exact name of registrant as specified in its charter) Ohio 34-43407810 - --------------------------------- ------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 2600 Kettering Tower, Dayton, Ohio 45423 ---------------------------------------- (Address of principal executive offices, zip code) (937) 910-9300 -------------- (Registrant's telephone number including area code) N. A. ------------------------------------------------------------------------------- (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 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 --- --- The number of common shares outstanding as of July 29, 1999 was 4,282,817. 2 THE MONARCH MACHINE TOOL COMPANY AND SUBSIDIARIES NOTES TO CONDENSED FINANCIAL STATEMENTS TWO QUARTERS ENDED JUNE 30, 1999 AND 1998 (all amounts in thousands except shares and per share amounts) Included in the coil processing segment results for the two quarters ended June 30, 1999 were sales of $10,295 and operating earnings of $396 from GFG Corporation which was acquired by the Company on December 31, 1998. 6. ACQUISITIONS ------------ On June 30, 1999, the Company acquired Precision Industrial Corp. and Subsidiaries (parent of Herr-Voss) ("Precision"). The acquisition has been accounted for under the purchase method and, accordingly, the assets and liabilities of Precision have been included in the consolidated balance sheet at June 30, 1999. The purchase price paid by the Company for all of the outstanding capital stock of Precision consisted of $39,295 cash paid to seller, $25,340 of cash used to pay seller bank debt and accrued interest, a $15,000 seller subordinated note, an $840 Junior Subordinated Note assumed by Precision and 500,000 shares of the Company's Common Stock (valued at $6.59 a share). The aggregate purchase price was $82,930. Fees and expenses paid in connection with the purchase totaled approximately $832 and are being amortized over 25 years using the straight-line method. The excess purchase price over the fair value of identifiable net assets acquired has been allocated to goodwill. Goodwill of $57,733 recorded in the transaction will be amortized over 25 years using the straight-line method. The purchase price allocation has been completed on a preliminary basis, subject to adjustments should new or additional facts become known. The following unaudited proforma information presents a summary of consolidated results of operations of the Company as if the acquisition of Precision had occurred at the beginning of each period presented.
Two Quarters Ended June 30 --------------------------- 1999 1998 ---- ---- (Unaudited) Net sales $93,158 $81,882 Earnings before taxes $ 2,248 $ 1,257 Income taxes $ 1,224 $ 773 Net income $ 1,024 $ 484 Earnings per share (basic and diluted) $ .24 $ .11
These unaudited proforma results have been prepared for comparative purposes only and include certain adjustments such as elimination of Precision management costs not expected to be incurred after the acquisition, additional depreciation as a result of the step-up in the basis of fixed assets, additional amortization expense as a result of goodwill and an increase in interest expense as a result of acquisition debt. They do not purport to be indicative of the results of operations which would have resulted had the combination occurred at the beginning of each period presented or of future results of operations of the combined entities. The disproportionate tax provision results from the nondeductibility of goodwill. 7. ENVIRONMENTAL LIABILITY ----------------------- As discussed in the Company's 1998 10K filing, in 1998, a Consent Decree was entered into among the EPA, several other potentially responsible parties ("PRP's") and a group of ten other companies ("Defendants") related to the costs of remediation of the Rosen Site, a former scrap yard in Cortland, New York. During April 1999, the Consent Decree was approved by the Department of Justice and in June 1999 formally approved by the U.S. District Court in New York. Based on the fact that this Consent Decree substantially reduced the Company's future liability for this matter, the accrual recorded at December 31, 1998 was reduced by $1,100. The reduction in the accrual is recorded in other income, net. The Company believes that the remaining amount accrued of $200, is adequate to cover its share of costs which may be incurred in this matter. 7 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report to be signed on its behalf by the undersigned thereunto duly authorized. THE MONARCH MACHINE TOOL COMPANY (Registrant) DATE: August 17, 1999 By s/Karl A. Frydryk --------------------------- ----------------- Karl A. Frydryk Vice President & Chief Financial Officer (principal financial officer) 14 -----END PRIVACY-ENHANCED MESSAGE-----