-----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, BXekJVxssEXcMoxsfVB/aoZ8+Kzb+wXd+7LEyxsuO7JmHXT0n/0TSHN2wzIfK3fF VAAH0QP2qJkQbYJ2A50TJA== 0000950168-97-002317.txt : 19970821 0000950168-97-002317.hdr.sgml : 19970821 ACCESSION NUMBER: 0000950168-97-002317 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970814 DATE AS OF CHANGE: 19970819 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATHEY PRODUCTS CORP CENTRAL INDEX KEY: 0000008109 STANDARD INDUSTRIAL CLASSIFICATION: 3711 IRS NUMBER: 360753480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-12649 FILM NUMBER: 97664412 BUSINESS ADDRESS: STREET 1: RTE 1A NORTH STREET 2: P O BOX 669 CITY: RALEIGH STATE: NC ZIP: 27602 BUSINESS PHONE: 9195565171 MAIL ADDRESS: STREET 1: ROUTE 1A NORTH STREET 2: P O BOX 669 CITY: RALEIGH STATE: NC ZIP: 27602 10-Q 1 ATHEY PRODUCTS CORPORATION 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 1997 Commission File Number 1-2723 ATHEY PRODUCTS CORPORATION - - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 36-0753480 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1839 South Main Street, Wake Forest, North Carolina 27587-9289 - - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: 919-556-5171 Not Applicable - - -------------------------------------------------------------------------------- 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 and 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 ----. ----. Number of Common Shares Outstanding as of June 30, 1997: 3,805,608 ------------- ----------
ATHEY PRODUCTS CORPORATION I N D E X Page Number PART I. FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets as of June 30, 1997 (unaudited) and December 31, 1996. 3-4 Statements of Operations for the six months ended June 30, 1997 (unaudited) and June 30, 1996 (unaudited). 5 Statements of Operations for the three months ended June 30, 1997 (unaudited) and June 30, 1996 (unaudited). 6 Statements of Cash Flows for the six months ended June 30, 1997 (unaudited) and June 30, 1996 (unaudited). 7 Notes to Financial Statements. 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-13 PART II. OTHER INFORMATION 14-15
2
ATHEY PRODUCTS CORPORATION BALANCE SHEETS - - ---------------------------------------------------------------------------------------------------------------------------- June 30, 1997 December 31, 1996 ------------ ----------------- (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 6,880 $ 6,984 Accounts receivable (less allowances for doubtful accounts of $350,000) 2,718,828 3,738,103 Insurance settlement receivable -- 564,380 Inventories 22,706,478 18,949,568 Prepaid expenses 347,244 723,535 Refundable income taxes -- 544,457 Deferred income taxes 476,484 331,000 ------------ ------------ Total current assets 26,255,914 24,858,027 ------------ ------------ OTHER ASSETS: Marketable securities 1,839,288 1,450,650 Other 109,800 115,223 ------------ ------------ Total other assets 1,949,088 1,565,873 ------------ ------------ PROPERTY, PLANT AND EQUIPMENT: Land and land improvements 47,785 47,785 Buildings 3,715,554 3,574,941 Machinery and equipment 5,367,862 5,270,958 ------------ ------------ 9,131,201 8,893,684 Less accumulated depreciation (5,622,815) (5,390,353) ------------ ------------ Total property, plant and equipment net 3,508,386 3,503,331 ------------ ------------ $ 31,713,388 $ 29,927,231 ============ ============
See notes to financial statements. - 3 -
ATHEY PRODUCTS CORPORATION BALANCE SHEETS - - ------------------------------------------------------------------------------------------------------------- June 30, 1997 December 31, 1996 ------------- ----------------- (Unaudited) LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Short-term borrowings $ 1,431,000 $ -- Checks issued in excess of bank balance 439,309 -- Current portion of obligations under capital lease 21,570 42,912 Accounts payable 2,361,776 2,951,507 Employee compensation and amounts withheld 324,810 357,641 Other accrued expenses 184,118 280,379 Warranty reserve 1,706,378 690,000 Income taxes payable 15,952 -- ------------ ------------ Total current liabilities 6,484,913 4,322,439 ------------ ------------ NONCURRENT LIABILITIES: Obligations under capital lease 14,507 14,507 Deferred income taxes 564,730 454,040 ------------ ------------ Total noncurrent liabilities 579,237 468,547 ------------ ------------ SHAREHOLDERS' EQUITY: Common stock, par value $2 per share: Authorized 10,000,000 shares; Issued 4,020,459 shares 8,040,918 8,040,918 Additional paid-in capital 16,218,394 16,218,394 Retained earnings 725,270 1,234,514 Unrealized gain on marketable securities available-for-sale, net of related tax effect 593,213 333,233 Less cost of 214,851 and 158,751 common shares in treasury in 1997 and 1996, respectively (928,557) (690,814) ------------ ------------ Total shareholders' equity 24,649,238 25,136,245 ------------ ------------ $ 31,713,388 $ 29,927,231 ============ ============
See notes to financial statements. - 4 -
ATHEY PRODUCTS CORPORATION STATEMENTS OF OPERATIONS - - ------------------------------------------------------------------------------------------ Six Months Ended Six Months Ended June 30, 1997 June 30, 1996 ---------------- ---------------- (Unaudited) (Unaudited) NET SALES $ 13,969,758 $ 17,075,229 Cost of goods sold 10,507,392 14,293,838 ------------ ------------ Gross profit 3,462,366 2,781,391 Selling, administrative and engineering expenses 3,671,882 3,146,549 ------------ ------------ Loss from operations (209,516) (365,158) Other income 15,117 381,030 Other expenses (35,519) (8,150) ------------ ------------ Earnings (loss) before income taxes (229,918) 7,722 Income tax expense (benefit) 279,326 (74,031) ------------ ------------ NET LOSS $ (509,244) $ 81,153 ============ ============ NET LOSS PER SHARE $ (0.13) $ 0.02 ============ ============ WEIGHTED AVERAGE SHARES OUTSTANDING 3,811,221 3,973,459 ============ ============
See notes to financial statements. - 5 -
ATHEY PRODUCTS CORPORATION STATEMENTS OF OPERATIONS - - -------------------------------------------------------------------------------------------------------------------------- Three Months Ended Three Months Ended June 30, 1997 June 30, 1996 ------------------ ------------------ (Unaudited) (Unaudited) NET SALES $ 6,197,383 $ 8,054,196 Cost of goods sold 4,071,012 6,736,349 ----------- ----------- Gross profit 2,126,371 1,317,847 Selling, administrative and engineering expenses 2,061,447 1,607,850 ----------- ----------- Earnings (loss) from operations 64,924 (290,003) Other income 9,866 13,624 Other expenses (24,678) (3,648) ----------- ----------- Earnings (loss) before income taxes 50,112 (280,027) Income tax expense (benefit) 310,526 (90,741) ----------- ----------- NET LOSS $ (260,414) $ (189,286) =========== =========== NET LOSS PER SHARE $ (0.07) $ (0.05) =========== =========== WEIGHTED AVERAGE SHARES OUTSTANDING 3,805,608 3,973,459 =========== ===========
See notes to financial statements. - 6 -
ATHEY PRODUCTS CORPORATION STATEMENTS OF CASH FLOWS - - -------------------------------------------------------------------------------------------------------------------------- Six Months Ended Six Months Ended June 30,1997 June 30,1996 ---------------- ---------------- (Unaudited) (Unaudited) OPERATING ACTIVITIES: Net earnings (loss) $ (509,244) $ 81,753 Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization 232,462 215,243 Provision for doubtful accounts -- 10,266 Provision for deferred income tax (163,452) (234,673) Gain on sale of equipment -- (237,142) Changes in operating assets and liabilities: Accounts receivable 1,019,275 (4,050,133) Insurance settlement receivable 564,380 -- Inventories (3,756,910) 809,272 Prepaid expenses 376,291 37,444 Refundable income taxes 544,457 531,517 Other assets 5,423 -- Accounts payable (589,731) (732,369) Employee compensation and amounts withheld (32,831) 18,935 Other accrued expenses (96,261) 121,898 Warranty reserves 1,016,378 20,692 Income taxes payable 15,952 160,151 ----------- ----------- Net cash used in operating activities (1,373,811) (3,247,146) ----------- ----------- INVESTING ACTIVITIES: Purchase of plant and equipment (237,517) (197,026) Proceeds from disposal of assets -- 928,231 ------------- ----------- Net cash provided by (used in) investing activities (237,517) 731,205 ----------- ----------- FINANCING ACTIVITIES: Proceeds from line of credit 7,033,000 -- Repayment of line of credit (5,602,000) -- Checks issued in excess of bank balance 439,309 -- Principal paid on obligations under capital lease (21,342) (20,895) Purchase of common stock for treasury (237,743) -- ------------ ----------- Net cash provided by (used in) financing activities 1,611,224 (20,895) ----------- ----------- NET DECREASE IN CASH AND CASH EQUIVALENTS (104) (2,536,836) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 6,984 3,072,088 ----------- ----------- CASH AND CASH EQUIVALENTS END OF PERIOD $ 6,880 $ 535,252 =========== =========== SUPPLEMENTAL CASH FLOW DISCLOSURES: Interest paid $ 27,263 $ 7,278 =========== =========== Income taxes paid (recoveries) $ (117,826) $ (531,000) =========== ===========
See notes to financial statements. - 7 - ATHEY PRODUCTS CORPORATION NOTES TO FINANCIAL STATEMENTS I. The condensed financial statements included herein have been prepared by Athey Products Corporation (the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K for the year ended December 31, 1996. II. The financial information reflects all adjustments which are, in the opinion of Management, necessary to a fair presentation of the results for the interim period presented. III. Earnings (loss) per share amounts are computed on the basis of the weighted average number of shares outstanding during the period, which were 3,811,221 and 3,973,459 in 1997 and 1996, respectively. Certain 1996 financial statement amounts have been reclassified to conform with the 1997 presentation with no effect on net income. 8 ATHEY PRODUCTS CORPORATION Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. RESULTS OF OPERATIONS Significant Events Affecting Comparability The comparability of statement of operations data has been affected by the following significant items. [ ] In late 1996, the Company's Board of Directors adopted a resolution to terminate the Company's two defined benefit pension plans and replace them with a 401(k) plan which took effect January 1, 1997. Under the provision of Statement of Financial Accounting Standards No. 88, "Employers' Accounting for Settlements and Curtailment of Defined Benefit Pension Plans and for Termination of Benefits", the Company recognized a pretax curtailment gain of $1,016,651 in the fourth quarter of 1996 due to benefit freezes. In June 1997, the Company recognized a pretax settlement gain of $1,308,200 on the reversion of assets due to the termination of the pension plan. Approximately $565,227 of this amount resulted in a reduction in cost of goods sold and approximately $742,973 of this amount resulted in a reduction in selling, administrative and engineering expenses. However, this favorable impact on selling, administrative and engineering expenses was offset by a $369,044 increase in excise tax expense associated with the termination of the pension plan. The effect was a decrease in net loss after tax of $619,843 or $ .16 per share. [ ] During late 1995 and early 1996, plans were developed to significantly reduce the Company's cost structure and to improve productivity. This restructuring program involved reductions in the number of employees, consolidation of manufacturing facilities, and disposition of assets that were no longer productive. The Company also phased-out the manufacture of non-strategic product lines, including Trailers, Track Assemblies and Refuse Collection Products. The restructuring plan is expected to enable the Company to improve its competitive position in its core business, reduce costs, increase efficiency and improve profitability. During the first six months of 1996, as a part of this restructuring plan, the Company incurred approximately $471,902 of expenses. Approximately $284,579 of this amount related to the disposal and write-down to net realizable values of certain assets. Approximately $187,323 of this amount was primarily attributable to the additional expenses which were incurred during 1996 relating to the closure of operations of the 9 manufacturing facility in Sioux Falls, South Dakota. The effect was a decrease in net earnings after tax of $311,455 or $ .08 per share. [ ] In February 1996, the Company sold its South Dakota land, building and certain inventory and manufacturing equipment. The statement of operations for the six month period ended June 30, 1996 includes a pretax gain of $234,355 in connection with this sale. The remaining inventory and equipment were transferred to the Company's Wake Forest, North Carolina manufacturing plant. The effect was an increase in net earnings after tax of $154,674 or $ .04 per share. Six Months Ended June 30, 1997 ( "First Half 1997") as compared to Six Months Ended June 30, 1996 ("First Half 1996") The Company's net sales for the six months ended June 30, 1997 were $13,969,758, a 18.2% or $3,105,471 decrease from the $17,075,229 recorded for the same period in 1996. The sales decline reflects a 29.9% decrease in the number of sweepers shipped during the period as compared to the prior year. This volume decline was partially offset by slightly higher average unit selling prices and a 17.8% increase in replacement part sales. The decline in sweeper sales was attributable to several factors, including the severe winter weather followed by floods affecting the Company's dealers located in the upper midwest markets. Recently approved legislation in Southern California, an important market for the Company's products, which now requires all cities and counties in the region to improve their street sweeping and to control dust on improved roads, caused local governments to delay their budgeted purchases until these regulations could be clarified. In addition, a recently passed tire tread weight law in the state of Washington caused some unexpected delays in bids for orders. The Company also continues to experience competitive pricing pressures in certain product lines. Cost of goods sold as a percentage of net sales was 75.2% in the six months ended June 30, 1997 as compared to 83.7% during the same period in 1996. The cost of goods sold was favorably impacted in the Second Quarter 1997 by the $565,227 settlement gain relating to the pension plan. The cost of goods sold in 1996 included approximately $284,579 in expenditures associated with the disposal and write down to net realizable values of certain assets. Excluding these items, cost of goods sold would have increased to $11,072,619 or 79.3% of net sales in 1997 and decreased to $14,009,259 or 82.0% of net sales in 1996. The higher level of cost of goods sold in the First Half 1996 was primarily due to manufacturing inefficiencies resulting from lower unit volume, introduction of the new regenerative air sweeper and M-9D Mobil Street Sweeper product lines and 10 commencement of the production of certain products in the Company's Wake Forest, North Carolina facility that were transferred from the former South Dakota facility. The cost of goods sold in the First Half 1997 was adversely impacted by manufacturing inefficiencies stemming from a substantially lower volume of shipments. The Company's selling, administrative and engineering expenses increased from 18.4% to 26.3% of net sales, while in dollar terms increasing $525,333 to $3,671,882. Selling, administrative and engineering expenses were favorably impacted in the Second Quarter 1997 by the $742,973 settlement gain relating to the pension plan. However, this favorable impact was offset by a $369,044 increase in excise tax expense associated with the termination of the pension plan and an approximately $1,016,000 increase in warranty reserves. Approximately $786,000 of the increase in warranty reserves related to charges for future field service campaigns and approximately $230,000 related to an increase in the Company's warranty experience. In addition, the Company continued to expand its domestic and international marketing initiatives and increased its sales and field service personnel. As a result, salaries, related employee benefits and travel expenditures were higher. These increases were partially offset by lower insurance premiums. Also, approximately $187,323 of expenses were incurred during the first six months of 1996 relating to the closure of operations of the manufacturing facility in Sioux Falls, South Dakota. Other income for the six months ended June 30, 1997 was $15,117 as compared to $381,030 recorded in the first six months of 1996. Included in other income for 1996 was $234,355 which represents the gain from the Company's sale in February, 1996 of its South Dakota land, building and certain related inventory and manufacturing equipment. The Company also received $85,343 in 1996 representing a prorata distribution of reorganization proceeds in a bankruptcy case in which the Company was a creditor. Interest income declined from $45,994 in 1996 to $9,377 in 1997. The Company experienced a decrease in the average investment portfolio of cash and cash equivalents, reflecting in part the Company's extended terms on certain accounts receivable and higher inventory levels. The increase in inventory reflects an increase in the Company's field demonstration fleet as well as delays in municipal purchases as discussed above. The income tax expense for the six month period ended June 30, 1997 varies from the customary relationship of 34% primarily due to an increase of $337,749 in the Company's valuation reserve allowance against recorded deferred tax assets. The income tax benefit for the six month period ended June 30, 1996 varies from the customary relationship of a 34% income tax expense primarily because of an approximately $77,000 credit from a reduction in the deferred tax asset valuation allowance. 11 The net loss after tax for the six months ended June 30, 1997, was $509,244 or $.13 per share, as compared to net earnings after tax of $81,753 or $.02 per share recorded in 1996. Three Months Ended June 30, 1997 ("Second Quarter 1997") as compared to Three Months Ended June 30, 1996 ("Second Quarter 1996") The Company's net sales for the Second Quarter 1997 were $6,197,383, representing a 23.1% or $1,856,813 decline from net sales of $8,054,196 achieved in the Second Quarter 1996. The reduction in sales volume was primarily attributable to a 34.2% unit volume decrease and continuing competitive price pressures on certain product lines. The cost of goods sold as a percentage of net sales was 65.7% in the Second Quarter 1997 compared with 83.6% in the Second Quarter 1997. The cost of goods sold was favorably impacted in the Second Quarter 1997 by the $565,227 settlement gain relating to the pension plan. The cost of goods sold in 1996 included approximately $177,996 in expenditures associated with the disposal and write down to net realizable values of certain assets. Excluding these items, cost of goods sold would have increased to $4,636,239 or 74.8% of net sales in 1997, and decreased to $6,558,353 or 81.4% of net sales in 1996. The higher level of cost of goods sold in the Second Quarter 1996 was primarily due to manufacturing inefficiencies resulting from lower unit volume, introduction of the new regenerative air sweeper and M-9D Mobil Street Sweeper product lines and commencement of the production of certain products in the Company's Wake Forest, North Carolina factory that were transferred from the former South Dakota factory. The Company's selling, administrative, and engineering expenses increased from 20.0% to 33.3% of net sales, while in dollar terms they increased $453,597 to $2,061,447. Selling, administrative and engineering expenses were favorably impacted in the Second Quarter 1997 by the $742,973 settlement gain relating to the pension plan. This favorable impact was partially offset by a $369,044 increase in excise tax expense associated with the termination of the pension plan and an approximately $960,000 increase in warranty reserves. The income tax expense for the three month period ended June 30, 1997 varies from the customary relationship of 34% primarily due to an increase of $273,749 in the Company's valuation reserve allowance against recorded deferred tax assets. The net loss after tax for the three months ended June 30, 1997 was $260,414 or $.07 per share, as compared to a net loss of $189,286 or $.05 per share for the three months ended June 30, 1996. 12 Effects of Inflation The Company attempts to minimize the impact of inflation on production and operating costs through cost control programs and productivity improvements. Over the past three years, the rate of inflation has not had a significant impact on the Company's operations. Prices paid for raw materials and other manufacturing inputs have remained fairly stable throughout this period. On a longer-term basis, the Company has demonstrated an ability to adjust the selling prices of its products in reaction to changing costs. Liquidity and Capital Resources At June 30, 1997 the Company had working capital of $19,771,001; the ratio of current assets to current liabilities was 4.0 to 1; and the debt to equity ratio was .29 to 1. This compares to working capital of $20,535,588; a ratio of current assets to current liabilities of 5.8 to 1; and a debt to equity ratio of .19 to 1 at December 31, 1996. As part of its authorized stock repurchase program the Company used $237,743 for financing activities in 1997 to repurchase its common stock. The Company generally relies upon internally generated funds to satisfy working capital requirements and to fund capital expenditures. Other than utilizing the available line of credit as needed, the Company does not presently plan to borrow long-term funds or sell securities. The Company had available an unsecured line of credit of $5,000,000 of which $1,431,000 had been utilized at June 30, 1997. The Company believes that existing working capital, cash flow from future operations, and the available bank line of credit provide adequate resources to finance the cash requirements of future capital expenditures. 13 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. The annual meeting of shareholders of the Company was held on May 15, 1997, at which meeting the following matters were voted on by the shareholders: (i) Election of Directors Name Votes For Votes Against - - ---- --------- or Withheld ----------- John F. McCullough 3,435,164 58,068 Martin W. McCullough 3,435,164 58,068 Richard A. Rosenthal 3,434,114 59,118 Henry W. Gron, Jr. 3,431,485 61,747 James H. Stumpo 3,437,683 55,549 Franz M. Ahting 3,439,683 53,549 (ii) Ratification of the Appointment of Auditors Votes For Votes Against Votes Abstaining - - --------- ------------- and Broker Non-Votes -------------------- 3,425,336 67,198 698 Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. The following is included as an exhibit to this report: 27. Financial Data Schedule 14 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. ATHEY PRODUCTS CORPORATION ATHEY PRODUCTS CORPORATION Date: August 14, 1997 /s/ James H. Stumpo - - ------------------------- -------------------------------- James H. Stumpo President and Chief Executive Officer Date: August 14, 1997 /s/ Franz M. Ahting - - ------------------------- -------------------------------- Franz M. Ahting Vice President Finance and Chief Financial Officer 15 EX-27 2 FDS ATHEY PRODUCTS CORPORATION
5 6-MOS JUN-30-1997 JAN-01-1997 JUN-30-1997 6,880 0 2,718,828 350,000 22,706,478 26,255,914 9,131,201 5,622,815 31,713,388 6,484,913 0 0 0 8,040,918 16,218,394 31,713,388 13,969,758 0 10,507,392 3,671,882 35,519 0 27,263 (229,918) 279,326 0 0 0 0 (509,244) (.13) (.13)
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