-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, bqBLx3K6qYzMHgNWYrQSwzLPTlkGJqsZc7XQRD7xO3SZOKcLqJ93F23AAWrhkg8F tyEECvEL9vuSVal+1FcIZA== 0000950152-95-001010.txt : 19950530 0000950152-95-001010.hdr.sgml : 19950530 ACCESSION NUMBER: 0000950152-95-001010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: OGLEBAY NORTON CO CENTRAL INDEX KEY: 0000073918 STANDARD INDUSTRIAL CLASSIFICATION: 4400 IRS NUMBER: 340158970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-00663 FILM NUMBER: 95538593 BUSINESS ADDRESS: STREET 1: 1100 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114-2598 BUSINESS PHONE: 2168613300 MAIL ADDRESS: STREET 1: 1100 SUPERIOR AVENUE CITY: CLEVELAND STATE: OH ZIP: 44114-2598 10-Q 1 OGLEBAY NORTON 10-Q 1 Sequential Page 1 of 10 Pages SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 1995 Commission File number 0-663 -------------- ----- OGLEBAY NORTON COMPANY - - - - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 34-0158970 - - - - ---------------------------------- --------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1100 Superior Avenue Cleveland, Ohio 44114-2598 ------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 216 861-3300 ------------ 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, and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Shares of Common Stock outstanding at April 30, 1995: 2,476,976 --------- Index on sequential page 2. 2 OGLEBAY NORTON COMPANY AND SUBSIDIARIES INDEX SEQUENTIAL PAGE NUMBER ----------- PART I. FINANCIAL INFORMATION ------------------------------ Consolidated Condensed Balance Sheet (Unaudited) - March 31, 1995 and December 31, 1994 3 Consolidated Condensed Statement of Operations (Unaudited) - Three Months Ended March 31, 1995 and 1994 4 Consolidated Condensed Statement of Cash Flows (Unaudited) - Three Months Ended March 31, 1995 and 1994 5 Notes to Consolidated Condensed Financial Statements 6 Management's Discussion and Analysis of Financial Condition and Results of Operations 7 - 9 PART II. OTHER INFORMATION 10 --------------------------- 3 PART I. ITEM 1. FINANCIAL INFORMATION OGLEBAY NORTON COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET (UNAUDITED) ASSETS March 31 December 31 1995 1994 ------------ ------------ CURRENT ASSETS Cash and cash equivalents $ 12,618,044 $ 17,720,419 Investments 6,185,500 5,772,650 Accounts receivable, less allowances (1995-$409,000; 1994-$440,000) 17,196,949 32,035,408 Inventories Raw materials and finished products 4,195,379 3,846,094 Operating supplies 2,319,819 2,261,747 ------------ ------------ 6,515,198 6,107,841 Deferred income taxes 2,075,246 2,213,246 Prepaid insurance and other expenses 7,054,770 2,237,793 ------------ ------------ TOTAL CURRENT ASSETS 51,645,707 66,087,357 INVESTMENTS 10,540,335 10,563,835 PROPERTIES AND EQUIPMENT 317,674,305 314,843,362 Less allowances for depreciation and amortization 157,844,776 156,886,610 ------------ ------------ 159,829,529 157,956,752 PREPAID PENSION COSTS AND OTHER ASSETS 26,794,537 26,205,459 ------------ ------------ $248,810,108 $260,813,403 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY March 31 December 31 1995 1994 ------------ ------------ CURRENT LIABILITIES Current portion of long-term debt $ 8,476,450 $ 8,476,450 Accounts payable 5,075,611 4,569,067 Payrolls and other accrued compensation 3,378,933 7,057,615 Accrued expenses 11,012,926 16,013,208 Income taxes 591,498 2,270,951 Reserve for capacity rationalization 4,906,300 6,312,600 ------------ ------------ TOTAL CURRENT LIABILITIES 33,441,718 44,699,891 LONG-TERM DEBT, less current portion 56,998,463 57,117,575 POSTRETIREMENT BENEFITS OBLIGATION 31,389,571 31,071,022 OTHER LONG-TERM LIABILITIES 23,306,450 24,019,063 DEFERRED INCOME TAXES 19,196,931 19,152,931 STOCKHOLDERS' EQUITY Preferred stock, without par value, authorized 5,000,000 shares; none issued -0- -0- Common stock, par value $1 per share, authorized 10,000,000 shares; issued 3,626,666 shares 3,626,666 3,626,666 Additional capital 9,035,841 9,035,841 Unrealized gains 2,551,792 2,278,273 Retained earnings 100,566,411 101,173,484 ------------ ------------ 115,780,710 116,114,264 Treasury stock, at cost - 1,145,540 and 1,143,540 shares at respective dates (29,278,822) (29,217,318) Unallocated Employee Stock Ownership Plan shares ( 2,024,913) (2,144,025) ------------ ------------ 84,476,975 84,752,921 ------------ ------------ $248,810,108 $260,813,403 ============ ============
See notes to consolidated condensed financial statements. -3- 4 OGLEBAY NORTON COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
Three Months Ended March 31 ----------------------------------- 1995 1994 ---- ---- REVENUES Net sales $ 23,758,964 $ 29,138,967 Operating revenues 1,326,093 1,278,255 Sales commissions, royalties and management fees 846,295 952,353 ------------- ------------ 25,931,352 31,369,575 COSTS AND EXPENSES Cost of goods sold 20,044,884 25,034,730 Operating expenses 769,585 1,134,976 General, administrative and selling expenses 4,014,884 4,211,175 Reserve for doubtful accounts 76,084 58,094 ------------ ------------ 24,905,437 30,438,975 INCOME FROM OPERATIONS 1,025,915 930,600 Gain on sale of assets 522,481 402,190 Interest, dividends and other income 482,692 270,559 Interest expense (1,234,589) (1,415,982) Other expense ( 605,234) ( 381,145) ------------ ------------ INCOME (LOSS) BEFORE INCOME TAXES 191,265 ( 193,778) Income taxes (benefit) 54,000 ( 51,000) ------------ ------------ NET INCOME (LOSS) $ 137,265 $ ( 142,778) ============ ============ NET INCOME (LOSS) PER SHARE OF COMMON STOCK $ .06 $( .06) ============ ============ DIVIDENDS PER SHARE OF COMMON STOCK $ .30 $ .20 ============ ============ Average number of shares of Common Stock outstanding 2,481,193 2,493,398 See notes to consolidated condensed financial statements.
-4- 5 OGLEBAY NORTON COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31 -------------------------------------------- 1995 1994 ---- ---- OPERATING ACTIVITIES Net income (loss) $ 137,265 $ ( 142,778) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 1,289,514 1,460,491 Deferred income taxes 41,000 ( 45,000) Gain on sale of assets ( 522,481) ( 402,190) Prepaid pension costs and other assets ( 836,053) 161,258 Deferred vessel maintenance costs (4,589,524) (4,245,270) Decrease (increase) in accounts receivable 14,838,459 7,718,808 Decrease (increase) in inventories ( 407,357) 10,240 Increase (decrease) in accounts payable 506,544 ( 116,840) Increase (decrease) in payrolls and other accrued compensation (3,678,682) (2,569,537) Increase (decrease) in accrued expenses (4,504,715) 1,006,129 Increase (decrease) in income taxes (1,679,453) (1,821,807) Other operating activities ( 502,404) (1,255,582) ------------ ------------ NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 92,113 ( 242,078) INVESTING ACTIVITIES Purchase of properties and equipment (2,840,944) (1,295,690) Proceeds from sale of assets 534,150 652,748 Iron Ore and other investments (1,462,739) (1,434,966) ----------- ----------- NET CASH USED IN INVESTING ACTIVITIES (3,769,533) (2,077,908) FINANCING ACTIVITIES Payments on long-term debt ( 619,113) (5,975,720) Dividends paid ( 744,338) ( 498,285) Purchase of treasury stock ( 61,504) ( 283,506) ------------ ----------- NET CASH USED IN FINANCING ACTIVITIES (1,424,955) (6,757,511) ----------- ----------- Decrease in cash and cash equivalents (5,102,375) (9,077,497) CASH AND CASH EQUIVALENTS, JANUARY 1 17,720,419 21,243,064 ------------ ------------ CASH AND CASH EQUIVALENTS, MARCH 31 $ 12,618,044 $ 12,165,567 ============ ============ See notes to consolidated condensed financial statements.
-5- 6 OGLEBAY NORTON COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore, do not include all information and notes to the consolidated condensed financial statements necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. Management of the Registrant, however, believes that all adjustments considered necessary for a fair presentation of the results of operations for such period have been made. Certain amounts in the prior year have been reclassified to conform with the 1995 consolidated condensed financial statement presentation. For further information, refer to the consolidated financial statements and notes thereto included in the Registrant's 1994 annual report on Form 10-K. 2. Operating results are not necessarily indicative of the results to be expected for the year, due to the seasonal nature of certain aspects of the Registrant's business. -6- 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Due to the seasonal nature of certain aspects of the Registrant's business, the operating results and cash flows for the first three months of the year are not necessarily indicative of the results to be expected for the full year. FINANCIAL CONDITION ------------------- At March 31, 1995 the Registrant's net current assets were $18,204,000 as compared to $21,387,000 at December 31, 1994. Net current assets declined from the end of last year primarily as a result of the purchase of properties and equipment, the reduction of long-term debt and other liabilities, the payment of dividends, and the payment of the Registrant's portion of Eveleth Mines liabilities. The Registrant acquired under its stock repurchase program 2,000 shares and 12,500 shares of its Common Stock on the open market and placed these shares in treasury in the first three months of 1995 and 1994, respectively. The Registrant declared and paid dividends of $.30 per share in the first quarter of 1995 and $.20 per share in the first quarter of 1994. During the first quarter of 1995, the Registrant sold certain undeveloped clay properties in Tennessee resulting in a $520,000 pretax gain. During the first quarter of 1994, the Registrant sold current investments resulting in a $339,000 pretax gain. Cash flow from operations in the first three months of 1995 was favorable compared to the first three months of 1994. The Registrant repaid a total of $619,000 of its debt in the first three months of 1995 compared with $5,976,000 for the same period in 1994. Included in 1994 is a $5,000,000 reduction in revolving credit debt with no balance presently outstanding in 1995. Anticipated cash flows from operations and current financial resources are expected to meet the Registrant's needs during the remainder of 1995. RESULTS OF OPERATIONS --------------------- QUARTER ENDED MARCH 31, 1995 COMPARED TO QUARTER ENDED MARCH 31, 1994 The Registrant's consolidated net income for the first three months of 1995 was $137,000 or $.06 per share on consolidated revenues of $25,931,000 compared to a net loss of $143,000 or $.06 per share on revenues of $31,370,000 for the first three months of 1994. Consolidated revenues for the first three months of 1995 declined 17% compared to the first three months of 1994 due mainly to a 62% decline in revenues for the Registrant's Iron Ore segment as discussed below. -7- 8 RESULTS OF OPERATIONS (CONTINUED) --------------------- QUARTER ENDED MARCH 31, 1995 COMPARED TO QUARTER ENDED MARCH 31, 1994 During the first quarter of 1995 the Registrant sold for cash certain undeveloped clay properties located in Tennessee resulting in a $520,000 pretax gain. Net income for the first quarter of 1995 increased $343,000 or $.14 per share as a result of the gain. During the first quarter of 1994 the Registrant sold for cash current investments resulting in a $339,000 pretax gain. The net loss for the first quarter of 1994 decreased $224,000 or $.09 per share as a result of the gain. Interest expense declined 13% in the first quarter of 1995, compared to the same period in the prior year, due to the refinancing of a portion of the Registrant's long-term debt in December 1994 and an overall reduction in debt. Operating results of the Registrant's business segments for the first quarter ended March 31, 1995 and 1994 are discussed below. It is the policy of the Registrant to allocate certain corporate general and administrative expenses to its business segments. Operating revenues for the Registrant's Marine Transportation segment amounted to $1,326,000 for the first quarter of 1995 compared to $478,000 for the first quarter of 1994. The segment's operating loss of $218,000 for the first quarter of 1995 decreased 70% compared to $727,000 for the first quarter of 1994. The improvement is attributable to an early start to the shipping season as a result of good weather, with eleven vessels operating at March 31, 1995. Due to severe ice conditions on the Great Lakes, the start of the Registrant's 1994 shipping season was delayed into April. Net sales, royalties and management fees for the Registrant's Iron Ore segment declined 62% to $5,323,000 for the first quarter of 1995 compared to $14,070,000 for the first quarter of 1994. The segment's operating profit for the first quarter of 1995 declined 63% to $805,000 compared to $2,191,000 for the first quarter of 1994. In 1995, the Registrant is limited to its annual allotment of 775,000 gross tons of iron ore pellets under its Eveleth Mines agreements as the other owners have nominated their full contractual tonnage. Additional pellet tonnage was available to the Registrant to sell in 1994, as other owners elected not to claim their full share of Eveleth production. Eveleth Mines plans to produce near its capacity of 5,400,000 tons of pellets in 1995 compared to 5,000,000 tons in 1994. Net sales for the Registrant's Refractories & Minerals segment amounted to $9,968,000 for the first quarter of 1995, which was a 4% improvement compared to $9,624,000 for the first quarter of 1994. Operating profit for the segment was $112,000 for the first quarter of 1995 which was 79% less when compared to $524,000 for the first quarter of 1994. Operating profit for this segment was negatively impacted by increased raw material costs in its ingot hot topping operations and a decline in tundish coating products sold in Mexico. -8- 9 RESULTS OF OPERATIONS (CONTINUED) --------------------- QUARTER ENDED MARCH 31, 1995 COMPARED TO QUARTER ENDED MARCH 31, 1994 Net sales for the Registrant's Industrial Sands segment amounted to $9,314,000 for the first quarter of 1995, a 49% increase over sales of $6,235,000 for the first quarter of 1994. Operating profit of $1,409,000 for the first quarter of 1995 increased significantly compared to $273,000 for the first quarter of 1994. Strong demand for the segment's Ohio and Texas whole grain and ground silica products and higher capacity utilized as a result of the 1994 acquisition of additional assets in Texas were responsible for the improvement. -9- 10 PART II. OTHER INFORMATION - - - - --------------------------- ITEM 5. OTHER INFORMATION - - - - ------- ----------------- The Registrant repurchased 65,640 shares of its Common Stock under the Registrant's stock repurchase program. Under the program, which was initially authorized on February 22, 1989 and reaffirmed by the Board of Directors on April 27, 1994, the Registrant is authorized to purchase from time to time on the open market or through private purchases shares of Common Stock having an aggregate cost of up to $3,000,000. Approximately $1,145,000 remains available for stock repurchases under the program. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - - - - ------- -------------------------------- (a) Exhibits (27) - Financial Data Schedule (b) Reports on Form 8-K - None 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 thereunto duly authorized. OGLEBAY NORTON COMPANY DATE: May 12, 1995 By: /s/ R. J. Kessler ------------------------------- R. J. Kessler Vice President - Finance and Development On behalf of the Registrant and as Principal Financial and Accounting Officer -10- EX-27 2 EXHIBIT 27
5 1 3-MOS DEC-31-1995 JAN-01-1995 MAR-31-1995 12,618,044 6,185,500 17,196,949 409,000 6,515,198 51,645,707 317,674,305 157,844,776 248,810,108 33,441,718 56,998,463 3,626,666 0 0 80,850,309 248,810,108 23,758,964 25,931,352 20,044,884 24,905,437 605,234 76,084 1,234,589 191,265 54,000 137,265 0 0 0 137,265 .06 .06
-----END PRIVACY-ENHANCED MESSAGE-----