-----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, KRUTyQJ3ZDjdp1QZYJtzszt/QL9t/sGaasQNVCxmKRDQM+P3cE8rbqXP1sacNakX zdQAI2AGAnyFHnnUkxBE5g== 0000905148-98-001956.txt : 19981105 0000905148-98-001956.hdr.sgml : 19981105 ACCESSION NUMBER: 0000905148-98-001956 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981102 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALAMO GROUP INC CENTRAL INDEX KEY: 0000897077 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 741621248 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13854 FILM NUMBER: 98737452 BUSINESS ADDRESS: STREET 1: 1502 E WALNUT CITY: SEGUIN STATE: TX ZIP: 78155 BUSINESS PHONE: 2103791480 MAIL ADDRESS: STREET 1: P.O. BOX 549 STREET 2: 1502 EAST WALNUT CITY: SEGUIN STATE: TX ZIP: 78155 8-K 1 T:\EDGAR\505506.TXT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 2, 1998 Alamo Group Inc. --------------------- (Exact name of Registrant as specified in its charter) Delaware 0-21220 74-1621248 - ----------------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 1502 E. Walnut, Seguin, Texas 78155 ------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (830) 379-1480 -------------- - ----------------------------------------------------------------------------- (Former address, if changed since last report.) ITEM 5. OTHER EVENTS - --------------------- Filed herewith is the Preliminary Unaudited Earnings Summary, as contained in a press release dated November 2, 1998, for Alamo Group Inc. ("Alamo" or the "Company")) for the three and nine-month periods ended September 30, 1998. The results of operations set forth therein for such periods are unaudited. ITEM 7(C). EXHIBITS - -------------------- Exhibit Number Description - -------- ------------ 99.1 Preliminary Unaudited Earnings Summary for the three and nine month periods ended September 30,1998. SIGNATURE 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, thereto duly authorized. ALAMO GROUP INC. (Registrant) By: /s/ Jim A. Smith ------------------ Name: Jim A. Smith Title: Executive Vice President and Chief Financial Officer Dated: November 3, 1998 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ALAMO GROUP INC. EXHIBITS TO CURRENT REPORT ON FORM 8-K DATED November 2, 1998 Commission File Number 0-21220 Exhibit Index -------------- Exhibit Number Description - --------- ----------- 99.1 (i) Preliminary Unaudited Earnings Summary for the three and nine month periods ended September 30, 1998. For: Alamo Group Inc. Contact: Donald J. Douglass Chairman and Chief Executive Officer 210-738-1339 or 203-966-0621 Jim A. Smith Executive Vice President, Chief Financial Officer 830-372-9618 Morgan-Walke Associates: June Filingeri/Jennifer Angell Media Contact: Merridith Ingram/Eileen King 212-850-5600 ALAMO GROUP INC. ANNOUNCES 1998 THIRD QUARTER RESULTS SEGUIN, Texas, November 2, 1998 -- Alamo Group Inc. (NYSE:ALG) today reported results for the third quarter ended September 30, 1998. Net sales for the third quarter were $51.0 million compared with $52.2 million for the same quarter last year. Net income for the third quarter was $2.1 million, or $0.21 per diluted share, compared with $4.9 million, or $0.51 per diluted share, in the prior-year period. For the first nine months of 1998, net sales were $160.1 million compared with $162.3 million for the nine-month period last year. Net income for the nine-month period of 1998 was $8.5 million, or $0.87 per diluted share, compared with $13.4 million, or $1.38 per diluted share, for the same period last year. The Company noted that operational losses and the cost of litigation settlement associated with its Rhino International operations reduced diluted earnings per share by $0.18 in the third quarter and $0.30 for the first nine months of 1998. Rhino International, an importer and marketer of Chinese manufactured tractors, was acquired in 1995 and is not related to the Company's core business. With the litigation now completed, the Company is analyzing various strategic options for this operation that could result in a special charge in the fourth quarter. The operation's net assets are approximately $6 million. European sales, while lower than last year, showed firming in the quarter with profits about even with the year-ago period. Industrial sales for the quarter increased by 7% from last year. Agricultural sales were down 8% from last year as a result of a decline in the parts business that was due to the effect of the severe drought in the Company's principal market areas. Overall profitability declines for the third quarter and year-to-date were substantially attributable to drought conditions, the beginning of a cyclical decline in the agricultural industry, and the losses at Rhino International, which contributed to decreased margins and increased operating expenses. Donald J. Douglass, Chairman and Chief Executive Officer, commented: "While our third quarter results were down, our earnings would have substantially matched last year if it were not for the losses at Rhino International and the negative impact of the drought on our parts business. As a result of the cyclical decline of the agricultural market which began in the third quarter, we are assessing work force levels, reducing costs and reviewing marketing strategies to maintain our strong leadership position." Mr. Douglas continued: "In regard to the transaction with Woods Equipment, a proxy statement for a Special Meeting to be held on November 18, 1998 for consideration of the merger has been mailed to shareholders. We continue to believe in the merits of the transaction, and are working hard towards the goal of closing." Alamo Group is a leader in the design, manufacture and distribution of heavy duty, tractor-mounted mowing and vegetation maintenance equipment in America and Europe. The Company has 1,088 employees in the U.S. and 352 in Europe, and operates twelve manufacturing facilities. The corporate offices of Alamo Group Inc. are located in Seguin, Texas, near San Antonio, and the headquarters for its European operations is located in Salford Priors, England, near Birmingham. THIS RELEASE CONTAINS FORWARD LOOKING STATEMENTS THAT ARE MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES WHICH MAY CAUSE THE COMPANY'S ACTUAL RESULTS IN FUTURE PERIODS TO DIFFER MATERIALLY FROM FORECASTED RESULTS. AMONG THOSE FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY ARE THE FOLLOWING: MARKET DEMAND, MARKET SOFTNESS, COMPETITION, WEATHER, SEASONALITY, CURRENCY-RELATED ISSUES, AND OTHER RISK FACTORS LISTED FROM TIME TO TIME IN THE COMPANY'S SEC REPORTS. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO UPDATE THE INFORMATION CONTAINED HEREIN, WHICH SPEAKS ONLY AS OF THIS DATE. ALAMO GROUP INC. AND SUBSIDIARIES (NYSE:ALG) CONDENSED CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
THIRD QUARTER ENDED NINE MONTHS ENDED 09/30/98 09/30/97 09/30/98 09/30/97 --------------- ------------ ------------- ------------- American Agricultural $23,486 $25,494 $ 78,930 $ 79,722 Industrial 16,502 15,406 48,698 44,790 European 11,036 11,320 32,515 37,784 -------- -------- ------- --------- Total sales 51,024 52,220 160,143 162,296 Cost of sales 37,393 36,596 118,964 117,367 -------- -------- ------- --------- Gross Margin 13,631 15,624 41,179 44,929 Operating expenses 10,266 7,900 26,087 22,966 -------- -------- ------- --------- Income from operations 3,365 7,724 15,092 21,963 Interest expense (636) (571) (2,090) (1,756) Interest income 180 152 496 374 Other income (Expense) 80 331 (139) 276 -------- -------- -------- ---------- Income before income taxes 2,989 7,636 13,359 20,857 Provision for income taxes 928 2,726 4,900 7,479 -------- -------- -------- ---------- Net income $ 2,061 $ 4,910 $8,459 $13,378 ======== ======== ========= ========== Net income per common share: Basic $ 0.21 $ 0.52 $ 0.87 $ 1.39 ======== ======== ========= ========== Diluted $ 0.21 $ 0.51 $ 0.87 $ 1.38 ======== ======== ========= ========== Average common shares: Basic 9,736 9,590 9,707 9,591 ======== ======== ========= ========== Diluted 9,738 9,687 9,747 9,663 ======== ======== ========= ==========
SUMMARY BALANCE SHEET DATA 09/30/98 12/31/97 09/30/97 --------- --------- -------- Receivables $ 52,143 $ 42,165 $ 46,724 Inventories $ 72,046 $ 65,752 $ 61,802 Current Liabilities $ 23,946 $ 19,876 $ 22,259 Long Term Debt $ 30,654 $ 28,617 $ 26,993 Equity $ 112,844 $ 106,265 $ 105,327 -----END PRIVACY-ENHANCED MESSAGE-----