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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 31, 1998
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____ TO ____
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COMMISSION FILE NUMBER 1-12557
CASCADE CORPORATION
(Exact name of registrant as specified in its charter)
OREGON 93-0136592
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2201 N.E. 201ST AVE. FAIRVIEW, OREGON 97024-9718
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 503-669-6300
Securities registered pursuant to Section 12(b) of the Act: COMMON STOCK, PAR
VALUE $.50 PER SHARE
Name of exchange on which registered: NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act: NONE
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 / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this form 10-K. / /
The aggregate market value of common stock held by non-affiliates of the
registrant as of March 31, 1998 was $191,995,243.
The number of shares outstanding of the registrant's common stock as of
March 31, 1998 was 11,860,710.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1997 Annual Report to Shareholders are incorporated by
reference into Parts I, II and IV. Portions of the definitive Proxy Statement
dated April 14, 1998 to be delivered to shareholders in connection with the
Annual Meeting of Shareholders to be held May 14, 1998 are incorporated by
reference into Parts I and III.
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TABLE OF CONTENTS
PAGE
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PART I
ITEM 1. BUSINESS 1
General 1
Attachment Products 1
Fork Products 3
Industrial Tires 4
Other 5
ITEM 2. PROPERTIES 6
ITEM 3. LEGAL PROCEEDINGS 7
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS 7
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS 7
ITEM 6. SELECTED FINANCIAL DATA 7
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 8
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 11
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE 11
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 11
ITEM 11. EXECUTIVE COMPENSATION 12
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT 12
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 12
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K 12
SIGNATURES 14
NOTE: All references to the fiscal year (i.e. Fiscal 1995, 1996 and 1997)
refer to the period ended January 31 of the year subsequent to the fiscal year
(i.e. January 31, 1996, January 31, 1997, and January 31, 1998).
PART I
ITEM 1. BUSINESS
GENERAL
Cascade Corporation is a corporation organized in 1943 under the laws of
the State of Oregon. The term "the Company" as used hereinafter means Cascade
Corporation and subsidiaries. The Company's headquarters are located at 2201
N.E. 201st Ave. Fairview, Oregon 97024 (telephone number 503-669-6300).
The Company has for many years been one of the world's leading
manufacturers of attachments, masts, hose reels, sideshifters, hydraulic
cylinders and related replacement parts, primarily for the lift truck
industry. Acquisitions in 1996 and 1997 expanded the Company's attachment and
hydraulic cylinder capabilities, and broadened its focus to include forks and
solid tires, also primarily for the lift truck industry.
Following these acquisitions, the Company organized itself into three
basic divisions: Attachment Products, Fork Products, and Industrial Tires. A
description of each group follows:
ATTACHMENT PRODUCTS
The Attachment Products division manufactures an extensive line of
hydraulically actuated attachments designed for mounting on industrial lift
trucks. The primary function of these products is to increase the scope and
efficiency of materials handling applications normally performed by lift
trucks. The Attachment Products division offers a wide variety of functionally
different attachments, each of which has several models, capacities and
optional combinations. These attachments have been designed to clamp, lift,
rotate, push, pull, tilt and sideshift a variety of loads such as appliances,
paper rolls, baled materials, textiles, beverage containers, drums, canned
goods, bricks, masonry blocks, lumber, plywood and boxed, packaged, palletized
and containerized products of virtually all types.
In addition, the Attachment Products division manufactures hydraulic
cylinders, which are used to transmit power in lift trucks and other types of
machinery and industrial equipment. A substantial number of cylinders are
utilized in the Company's proprietary lift truck attachment products.
Hydraulic cylinders are also sold to manufacturers of various types of
materials handling and other mobile equipment, usually through the customer's
purchasing and engineering departments.
The Company believes its Attachment Products division is one of the
leading domestic and foreign independent suppliers of hydraulically actuated
materials handling equipment designed for mounting on industrial lift trucks.
Several lift truck manufacturers, who are customers of the Company, are also
competitors in varying degrees to the extent that they manufacture a portion
of their attachment requirements. Since the Attachment Products division
offers a broad line of attachments capable of supplying a significant part of
the total requirements for the entire lift truck industry, the Company
believes lower costs resulting from its relatively high unit volume would be
difficult for any individual lift truck manufacturer to achieve.
This division's products are sold to both original equipment
manufacturers (OEMs) and equipment dealers.
1
Products are marketed throughout the United States, Canada, Latin America,
Europe, the Middle East, Australia, Africa and Asia.
Since the Attachment Products division deals with lift truck
manufacturers and their dealers, a substantial portion of its sales are made
to the approximately ten major companies in the industry. NACCO Industries
Inc. is the Attachment Products division's single largest customer. Sales to
NACCO and its subsidiaries, Hyster Company and Yale Materials Handling Inc.,
and to their independent dealers, were 5%, 9.2% and 9.7% of consolidated
Company sales during the years ended January 31, 1998, 1997 and 1996,
respectively, and were 7.2%, 9.2% and 9.7% of division sales during the same
periods.
The Attachment Products division purchases raw materials and components,
principally rolled products from steel mills, unfinished castings and
forgings, hydraulic motors and hardware items such as fasteners, rollers,
hydraulic seals and hose assemblies. The division is not currently
experiencing any shortages in obtaining raw materials or purchased parts. A
significant portion of rolled steel is purchased from a German steel mill.
With respect to other materials, the division has several domestic and foreign
suppliers. Difficulties in obtaining any of those items could affect the
division's results.
The division's headquarters are located in Portland, Oregon. North
American manufacturing activities are conducted in its plants in Portland,
Oregon; Springfield, Ohio; Westminster, South Carolina; Beulaville, North
Carolina, Warner Robins, Georgia; and Toronto, Ontario, Canada. Overseas
manufacturing sites include the United Kingdom, The Netherlands, Australia,
Sweden and China. In addition, this division has sales, engineering and
warehousing facilities in Japan, Korea, Germany, France, Spain, Finland, New
Zealand and South Africa.
During the last five years, sales of attachments accounted for 78% to 55%
of the Company's consolidated sales, and hydraulic cylinders accounted for
approximately 17% to 8%. The lower percentages reflect the addition of Fork
Products and Industrial Tires to the Company's product line. Replacement
parts and other sales accounted for 14% to 7% of total sales. North American
sales ranged from 55% to 63% of division sales, while European sales ranged
from 27% to 32%.
The backlog for this division was approximately $24,783,000 at January
31, 1998. Of this order backlog, approximately 92% was due within 60 days and
substantially all within six months.
The Attachment Products division maintains an extensive research and
development effort aimed at increasing the efficiency, durability and capacity
range of its product line. The Company does not believe patents are important
to the division's business. The division's products are manufactured with the
Cascade name and symbol, for which the Company has secured trademark
protection.
2
FORK PRODUCTS
In March 1997, the Company established the Fork Products division with
the purchase of Kenhar Corporation (see note 10 to the 1997 Annual Report to
Shareholders). The Fork Products division continues to market under the
Kenhar brand name. Lift truck forks are carefully designed and engineered
products requiring specially formulated steel, a manufacturing process which
strengthens the "heel", certified welding of the brackets which hold them to
the carriage and heat treatment of the finished product. Forks are certified
lifting devices and subject to strict design, construction and safety
requirements established by industry associations and the International
Standards Association.
The Fork Products division presently offers a wide variety of both
standardized and specialized forks. Fork characteristics are dictated by the
expected capacity to be lifted, the characteristics of the load, the ambient
environment in which they are employed, the terrain over which the load will
be moved and the operational life cycle of the vehicle using the fork.
Accordingly, while there are some standard fork products, a wide range of
forks in custom sizes and shapes is demanded in the market.
The Company believes the Fork Products division is one of the leading
independent manufacturers of forks for lift trucks in the world. Market share
varies by geographic region. In addition to sales to the lift truck market,
the Fork Products division has an increasing market share of forks sold to
OEMs of construction, mining, agricultural and industrial (other than lift
trucks) mobile equipment. The Company believes the Fork Products segment is
the leading manufacturer in North America. It is the preferred supplier of
many OEMs as well as after-market dealers and distributors. This division
also has significant market share in Europe and is continuing its sales and
manufacturing expansion into the Asia/Pacific region. Since the Fork Products
division offers a broad range of both standard and specialized forks it is
capable of supplying a significant part of the total requirements for the lift
truck industry. Management believes that its high-unit volume results in lower
costs that would be difficult for any single competitor to achieve.
As with other divisions of the Company, the division's sales are
primarily to the lift truck industry. A substantial portion of its sales are
made to the approximately ten major companies in the industry. As previously
mentioned, NACCO Industries Inc., along with its subsidiaries and dealers, is
the Company's largest customer. During the eleven-month period ended January
31, 1998 that this division was owned by the Company, division sales to NACCO
and its subsidiaries, Hyster Company and Yale Materials Handling, Inc. were
2.7% of consolidated sales and were 12.5% of division sales.
The Fork Products division purchases material and components necessary to
produce its products. The principal item purchased is bar steel. The
division is not currently experiencing any shortage in obtaining bar steel.
As with other manufactures using bar steel, the Fork Products division obtains
its bar steel from steel mills under long-term purchase contracts. While the
division has alternative suppliers of bar steel identified, difficulties in
obtaining alternative sources of bar steel could affect the division's
operating results should bar steel from one of its primary suppliers become
unavailable.
3
Headquarters of this division are located in Guelph, Ontario, Canada.
North American manufacturing activities are conducted in plants in Guelph,
Canada; Findlay Ohio; and Vancouver, Washington. Overseas manufacturing sites
include Manchester, United Kingdom; La Machine, France; Brescia, Italy; Hebei,
China; and Inchon, South Korea.
This division's products are primarily sold to OEMs and also to lift
truck dealers. Products are marketed extensively throughout North America and
Europe. In addition, the division is continuing to increase marketing
activities and market share in Asia, Australia and New Zealand.
As previously mentioned, this segment was purchased in March 1997.
Accordingly, the Company's consolidated net sales includes sales from the Fork
Products segment for the eleven months ended January 31, 1998. During this
period this division accounted for 21% of total Company sales. During the
year ended January 31, 1998, North American and European sales represented 67%
and 28% of division sales.
The backlog for this division was approximately $9,470,000 at January 31,
1998. Of this order backlog, approximately 79% was due within 60 days and
substantially all within six months.
Patents have been a relatively unimportant factor in the development of
the division's business.
INDUSTRIAL TIRES
In January 1997 the Company purchased Industrial Tires Limited and
created the Industrial Tire division (see note 10 to the consolidated
financial statements of the 1997 Annual Report to Shareholders). The
Industrial Tire division continues to market products under the ITL brand
name. This division designs, manufactures, sells and services non-pneumatic
or solid tires. Solid tires are used extensively on lift trucks and other
industrial mobile equipment such as airport ground support equipment, aerial
platform equipment and large loader and skid steer machinery.
The Industrial Tire division is one of the leading North American
suppliers of solid tires to the lift truck industry. In addition, the
Industrial Tire division has made significant progress in expanding into the
much broader market of high-load, high-hazard, and low-speed applications such
as aerial platform equipment, airport ground support equipment and
off-the-road applications such as waste management and underground mining.
Products are sold primarily to the aftermarket through independent
distributors, equipment dealers and tire dealers. The Industrial Tire
division also sells a significant amount of its volume to OEMs for
installation on new equipment. The Industrial Tire division has recently
expanded its sales and marketing outside of North America and is now actively
engaged in selling tires in Europe, Australia and Asia.
The Industrial Tire division experiences intense competition from large
companies offering a full range of products to smaller companies specializing
in certain segments of the market. Important competitive factors include
price, availability, service, product quality and company image. Management
believes that through its commitment to research and development of new
products
4
combined with existing manufacturing resources, low cost contract
manufacturing and commitment to state-of-the-art distribution technologies,
the Industrial Tire division should remain competitive.
The Industrial Tire division purchases materials necessary to produce its
products. The principal products purchased are rubber compounds and precision
manufactured steel wheels ("basebands"). During the year, the division
experienced an interruption in the supply of compounded rubber from its
largest supplier. However, with only a slight effect on operations, the
division was able to quickly identify an alternative supplier at comparable
costs. Basebands are currently purchased from the Fork Products segment. As
with compounded rubber products, management believes alternative suppliers of
basebands are available. The Industrial Tire division is not experiencing any
shortages in obtaining basebands. Nevertheless, difficulties in obtaining any
of these products could affect the division's operating results.
The division's headquarters, manufacturing plant and retail center are
located in Mississauga, Ontario, Canada. Contract manufacturing is conducted
in factories in Mexico and China. In addition to independent distributors,
the division has nine distribution and warehousing centers located throughout
North America.
As with other divisions of the Company, Industrial Tire division sales
are primarily to the lift truck industry. A substantial portion of its sales
are made to the approximately ten major companies in the industry. During
1997, the division's largest customer accounted for 16.7% of its sales, while
sales to its next largest customer were 9.2% of its sales.
As previously mentioned, this division was purchased in January 1997.
For the year ended January 31, 1998, this division accounted for 9% of total
Company sales. Substantially all sales were in North America.
The backlog for this division was approximately $2,610,000 at January 31,
1998. Substantially all of this order backlog was due within 60 days.
Patents have been a relatively unimportant factor in the development of
the division's business.
OTHER
RESEARCH AND DEVELOPMENT
Most of the Company's research and development activities are performed
in a 28,000-square-foot product development center in Portland, Oregon. The
engineering staff develops and designs almost all of the products sold by the
Company. This staff numbers approximately 79 engineers and is continually
involved in developing new products and applications in the materials handling
field and improving existing lines. Consolidated research and development
expenses in the fiscal years ended January 31, 1998, 1997 and 1996 were
approximately $5,500,000, $4,900,000 and $4,700,000, respectively.
5
ENVIRONMENTAL QUALITY
From time to time the Company is the subject of investigations,
conferences, discussions, and negotiations with various federal, state, local
and foreign agencies with respect to cleanup of hazardous waste and compliance
with environmental laws and regulations. The balance of the response to this
section of Item 1 is incorporated by reference to Note 13 of the Notes to the
Consolidated Financial Statements in the 1997 Annual Report to Shareholders
and the information contained in "Management's Discussion and Analysis of
Financial Conditions and Results of Operations".
EMPLOYEES
At January 31, 1998 the Company had 2,322 full-time employees throughout
the world. The majority of these employees are not subject to collective
bargaining agreements. The Company believes relations with its employees are
excellent.
FOREIGN OPERATIONS
The Company has substantial operations outside the United States. There
are additional business risks attendant to the Company's foreign operation
such as the risk that the relative value of the underlying local currencies
may weaken when compared to the U.S. dollar. For further information about
foreign operations, please see Note 11 on page 18 of the 1997 Annual Report to
Shareholders.
FORWARD-LOOKING STATEMENTS
Forward-looking statements throughout this report are based upon
assumptions involving a number of risks and uncertainties. Factors which
could cause actual results to differ materially from these forward-looking
statements include, but are not limited to competitive factors in, and the
cyclical nature of, the materials handling industry; fluctuations in lift
truck orders or deliveries, availability and cost of raw materials; general
business and economic conditions in North America, Europe and Asia; foreign
currency fluctuations; effectiveness of the Company's cost reduction
initiatives; and the Company's success in organizationally and operationally
integrating recently acquired businesses.
ITEM 2. PROPERTIES
The Company owns and leases various types of properties located
throughout North America, Europe, Australia, South Africa, China and Japan. Of
the above mentioned properties, the following are considered principal
facilities:
The Company's principal executive offices are located at 2201 N.E. 201st
Ave., Fairview, Oregon 97024. The Company operates sales offices,
manufacturing or warehouse facilities in 16 countries. Its major manufacturing
facilities in the United States are located in Springfield and Findlay, Ohio;
Warner Robins, Georgia; Westminster, South Carolina; Beulaville, North
Carolina; Portland, Oregon and Vancouver, Washington. Major manufacturing
facilities outside the United States include Almere and Hoorn, The
Netherlands; La Machine, France; Manchester and Newcastle, United Kingdom;
Vaggeryd, Sweden; Toronto, Mississauga and Guelph, Canada; Brisbane and
Melbourne, Australia; Inchon, Korea; Xiamen and Hebei, China; and Brescia,
Italy. Sales offices and warehouse facilities are located in Japan, South
Africa, New Zealand, Australia, Sweden, Italy, United Kingdom, France,
Germany, The Netherlands, China, Canada and the United States. (See Item 1
Business for more information regarding the location of the principal
facilities for each industry segment.) The Company owns 15 facilities that
include major manufacturing facilities and certain sales and warehouse
buildings, five of which are located in the United States and 10 of which are
located in other countries. The Company leases 33 facilities, 13 of which are
located in
6
the United States and 20 of which are located in other countries.
The Company generally considers the productive capacity of the plants
operated by each of its industry segments adequate and suitable for the
requirements of each such segments.
Several subsidiary companies are parties to various leases of office and
computer equipment, storage space and automobiles which are of minor
consequence.
ITEM 3. LEGAL PROCEEDINGS
Neither the Company nor any of its subsidiaries are involved in any
material pending legal proceedings other than litigation related to
environmental matters discussed at pages 18 and 19 of the 1997 Annual Report
to Shareholders or matters in the regular course of business. The Company and
its subsidiaries are adequately insured against product liability, personal
injury and property damage claims which may occasionally arise.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
As of January 31, 1998, there were 389 holders of the Company's common
stock including blocks of shares held by various depositories. It is the
Company's belief that when the shares held by the depositories are attributed
to the beneficial owners, the total exceeds 2,500. The remainder of the
response to this Item is incorporated by reference to page 20 of the 1997
Annual Report to Shareholders.
During the year ended January 31, 1998, a Canadian subsidiary of the
Company issued 1,100,000 preference shares in connection with the acquisition
of Kenhar Corporation, each exchangeable for one common share of the Company.
The preference shares were issued in an exempt private offering transaction
and have not been registered. The Company has agreed to register common
shares issued to the holder of exchangeable shares under certain conditions.
Absent registration, Rule 144 would apply to sales of such common shares.
The Company also issued 225,000 common shares in connection with the
acquisition of Hyco-Cascade Ltd., and 29,006 common shares in connection with
the acquisition of minority interests in two subsidiaries of Kenhar, all in
exempt private offering transactions. These common shares have not been
registered. Absent registration, Rule 144 would apply to sales of such common
shares.
ITEM 6. SELECTED FINANCIAL DATA
Pages 1, 5 and 20 of the 1997 Annual Report to Shareholders is incorporated
by reference.
7
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
NET REVENUES
Consolidated net sales for 1997 totaled $369,865,000, a 69.3% increase
from sales of $218,485,000 for 1996. When compared to 1995, 1996 sales
decreased 6.6%. Revenues in 1997 grew dramatically as a result of strong
industry conditions but principally due to the acquisitions made during the
past 18 months. Sales in 1996 were lower than 1995, reflecting softer lift
truck shipments following 1995's record levels.
Attachment Products sales in North America were 10.6% higher than in
1996. Industry booking figures reflected record order levels throughout the
year, although shipments from lift truck manufacturers were only marginally
higher than the previous year, clearly reflecting a decision to allow backlogs
to grow rather than expanding production capacity as has been the case in
previous cyclical upturns. Attachment Products sales in Europe grew 43.7%
from 1996 as a result of management's pricing and other marketing initiatives
designed to improve market share. European economies have shown modest but
steady growth during the year, and prospects are good that this controlled
growth will continue well into the current year. The Company's subsidiaries
in Africa and Asia were hurt by currency and economic crises in those regions,
and its Korean and Japanese operations in particular will continue to be
challenged in 1998 by uncertain business conditions. Sales to these regions
represented 5.9% of consolidated 1997 revenues.
The addition of the Fork Products division increased sales by
$79,745,000. Overall, the Company has been very pleased with the addition of
Kenhar forks to its product line, and with greater emphasis on using the
existing dealer distribution channel, management expects improved
profitability. The addition of the Industrial Tire division increased sales
by $35,380,000 in 1997. ITL solid tires showed a strong revenue increase
during the year as a result of additional OEM business. However,
uncertainties associated with ITL's Chinese contract supplier, as well as
competitive pricing pressures, held tire profitability to marginal levels.
The Company is reviewing market strategy and anticipates improved results in
1998.
Any significant decline in the lift truck market could affect future
operating results.
COST OF SALES
As a percentage of sales, cost of sales was 70.2% in 1997, 65.5% in 1996 and
65.5% in 1995. The percentage increased in 1997 primarily because a greater
proportion of Company sales were to OEMs than in prior years. The Industrial
Tire and Fork Products divisions were added in late fiscal 1996 and early
1997, respectively. Traditionally, due to the emphasis on OEM sales, these
segments have achieved lower margins than the Attachment Products division.
Also, with the addition of these two new divisions, the Company recorded
certain one-time purchase accounting charges of $1,368,000 to cost of sales.
DEPRECIATION AND AMORTIZATION
Cascade invested heavily in the future with the business acquisitions
made in 1997 and 1996. As part of these acquisitions, Cascade has recorded
goodwill totaling $99,688,000 and is amortizing this goodwill over its 20 year
estimated life. Accordingly, depreciation and amortization expense as a
percentage of sales increased to 5.5% in 1997 from 4.7% in 1996 and 4.1% in
1995.
8
SELLING AND ADMINISTRATIVE EXPENSES
The increase in the absolute dollar amount of selling and administrative
expenses during fiscal 1997 was the result of the business acquisitions. As a
percentage of sales, selling and administrative expenses were 17.3% in 1997,
18.4% in 1996 and 17.1% in 1995.
ENVIRONMENTAL EXPENSES, NET
Environmental expenses in 1997 include the effect of settlements with
several insurance companies totaling $23,750,000. The net impact of these
settlements after adjusting for certain litigation and environmental expenses
was a credit to environmental expense of $14,890,000.
In 1995, environmental expenses of $14,795,000 included a charge of
$12,000,000 to provide for probable future environmental costs related to the
Portland, Oregon manufacturing facility.
NONOPERATING ITEMS
Interest expense has increased significantly as the result of additional
debt issued to fund business acquisitions. At the same time, interest income
has decreased since excess cash has been used to reduce outstanding borrowings
rather than invest in interest-bearing securities.
PROVISION FOR INCOME TAXES
The effective tax rate was 34.4% in 1997, 30.3% in 1996 and 34.3% in
1995. The 1996 decrease was due to the effect of an IRS settlement of a prior
year's deferred compensation deductions. See note 2 to the consolidated
financial statements relative to the Company's effective tax rate.
NET INCOME
Net income for the year ended January 31, 1998 was a record $21,040,000
($1.60 per share). This compares to $17,420,000 ($1.48 per share) for the
year ended January 31, 1997 and $10,550,000 ($.88 per share) in 1996. The
1997 amount includes after-tax settlements of $9,770,000 ($.74 per share)
related to environmental litigation initiated several years ago. The 1997 net
income (before insurance settlements) was a disappointing 3.0% of sales
compared to 8.0% in 1996. Interest charges from acquisition debt along with
amortization of goodwill totaled $6,945,000, after taxes ($.53 per share).
Income before these charges and insurance settlements was 4.9% of sales. For
the year ended January 31, 1998, net losses at our Australian subsidiary
totaled $2,406,000. The Company has made substantial changes at this
subsidiary and looks forward to improved performance in Australia during 1998.
Net income for 1996 was 8% of sales compared to 4.5% in 1995. In 1995
the Company recorded a charge of $12,000,000 ($7,800,000 after taxes) for
future environmental costs. Before the effect of the environmental charge,
1995 net income was 7.8% of sales.
LIQUIDITY AND CAPITAL RESOURCES
For the year ended January 31, 1998, capital expenditures totaled
$15,453,000 compared to $16,624,000 for 1996 and $11,825,000 for 1995.
Planned capital expenditures for 1998 of $16,336,000 include $5,815,000 for
implementation of an enterprise-wide software system to link all of the
Company's core business systems. Implementation will be phased-in throughout
the operating units with final completion scheduled for fiscal 2000. The
estimated total cost for this project is approximately $9,000,000. Other
capital expenditures have been scaled back from previous year's
9
level to redirect cash flow. Goodwill increased significantly in 1997 due to
the Company's business acquisitions.
Dividends for 1997 totaled $.40 per share as compared to $.45 per share
in 1996 and 1995, both of which included a special $.09 year end dividend. In
1997 the Company increased the quarterly dividend rate from $.09 to $.10 per
share but chose not to declare a special year-end dividend.
The Company's financial condition remains strong. The balance sheet
shows $12,966,000 in cash and cash equivalents. Together with established
lines of credit totaling $132,541,000, management believes these resources are
more than sufficient to meet planned short-term needs and provide for working
capital requirements associated with projected growth.
Net cash provided by operations was $15,701,000 in 1997 compared to
$22,374,000 in 1996 and $21,765,000 in 1995. The decrease in 1997 was
primarily due to increases in inventories and deferred taxes and decreases in
accounts payable and accrued expenses, partially offset by increases in net
income and depreciation and amortization.
Borrowings to finance the 1997 and 1996 business acquisitions have caused
the ratio of short and long-term debt to shareholders' equity to rise to 1.45
to 1.00; however, all of the short-term borrowings associated with these
acquisitions have been replaced by very manageable long-term financings
through $75,000,000 private placements of senior unsecured notes at a very
favorable interest rate of 6.92% and a new $100,000,000 revolving credit
agreement.
The U.S. Dollar strengthened significantly when compared to most foreign
currencies where the Company has substantial operations. As a result, foreign
currency translation adjustments decreased shareholders' equity by $6,874,000
($.52 per share) in 1997. Translation adjustments resulted in decrease of
$2,095,000 ($.18 per share) and $120,000 ($.01 per share) in 1996 and 1995,
respectively.
IMPACT OF THE YEAR 2000 ISSUE
The Year 2000 Issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Some of the
Company's computer programs that have date-sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, ship product or engage in any number of similar business
activities.
Based on a recent assessment, the Company determined that it will need to
modify or replace portions of its software so that its computer systems will
properly handle dates beyond December 31, 1999. The Company presently
believes that with modifications to existing software and conversions to new
software, the Year 2000 Issue can be mitigated. However, if such
modifications and conversions are not made, or not timely completed, the Year
2000 issue could have a material impact on the operations of the Company.
The Company has initiated formal communications with all of its
significant suppliers and large customers to determine the extent to which the
Company is vulnerable to those third parties' failure to remediate their own
Year 2000 Issue. There can be no guarantee that the systems of other companies
on which the Company's systems rely will be timely converted, or that a
failure to convert by another company, or a conversion that is incompatible
with the Company's systems, would not have a material adverse effect on the
Company. The Company has determined that it has no
10
exposure to contingencies related to the Year 2000 Issue for the products it
has sold.
The Company has initiated the implementation of an enterprise-wide
resource planning (ERP) software system to link all of its core business
systems throughout the Company. This project was the result of a normal
business migration to improved and expanded software systems to increase the
Company's ability to improve its operational efficiency, reduce costs and
enhance overall quality. As part of this implementation, the Company will
also replace those software systems that will encounter the Year 2000 Issue.
The Company plans to complete the ERP project in the year 2000 and will
complete those portions of the project that will address the Year 2000 Issue
in 1999. The total remaining cost of the ERP project is estimated at
$9,000,000 and is being funded through operating cash flows and through
leasing portions of the system. Of the project cost, approximately
$7,900,000 will be capitalized. The remaining $1,100,000 will be expensed or
placed under operating leases.
The costs of the project and the date on which the Company plans to
complete the Year 2000 modifications are based on management's best estimates
which were derived using numerous assumptions of future events including the
continued availability of certain resources, third party modifications, plans
and other factors. However, there can be no guarantee that these estimates
will be achieved and actual results could differ materially from those plans.
Specific factors that might cause such material differences include, but are
not limited to, the availability and cost of personnel trained in this area,
the ability to locate and correct all relevant computer codes and similar
uncertainties.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pages 4 through 19 to the 1997 Annual Report to Shareholders are
incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The definitive Proxy Statement dated April 14, 1998 is incorporated by
reference.
The term of office of all officers is one year. Names, ages and
positions of all executive officers of Cascade Corporation follow.
- ---------------------------------------------------------------------------------------------------------------
Year First
Elected
Name Age Officer Present Position
- ---------------------------------------------------------------------------------------------------------------
Robert C. Warren, Jr. 49 1984 President, Chief Executive Officer and Director
James P. Miller 50 1992 Executive Vice President, Secretary and Chief Financial Officer
William J. Harrison 59 1997 Executive Vice President
Gregory S. Anderson 49 1991 Vice President-Human Resources
Richard S. Anderson 50 1996 Vice President-Material Handling Product Group
Terry H. Cathey 50 1993 Vice President-Material Handling Operations
Robert L. Mott 56 1996 Vice President-OEM Product Group
Kurt G. Wollenberg 48 1997 Treasurer
- ---------------------------------------------------------------------------------------------------------------
11
ITEM 11. EXECUTIVE COMPENSATION
The definitive Proxy Statement dated April 14, 1998 is incorporated by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The definitive Proxy Statement dated April 14, 1998 is incorporated by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
INDEX TO FINANCIAL STATEMENTS
(a) 1. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements, together with the report thereon
of Price Waterhouse LLP dated March 20, 1998, appearing on pages 4 to 19 of
the accompanying 1997 Annual Report are incorporated by reference in this
Form 10-K Annual Report. With the exception of the aforementioned
information and information incorporated in Items 1, 5, 6 and 8, the 1997
Annual Report is not to be deemed filed as part of this report.
2. FINANCIAL STATEMENT SCHEDULES-1997, 1996 AND 1995
Financial statement schedules not included in this Form 10-K Annual
Report have been omitted because they are not applicable or not required.
The individual financial statements of the registrant and its
subsidiaries have been omitted since the registrant is primarily an
operating company and all subsidiaries included in the consolidated financial
statements, in the aggregate, do not have minority equity interests and/or
indebtedness to any person other than the registrant or its consolidated
subsidiaries in amounts which together exceed 5% of the total consolidated
assets at January 31, 1998, except indebtedness incurred in the ordinary
course of business which is not overdue and which matures within one year
from the year of its creation.
3. EXHIBITS
1. Copy of Notice of Annual Meeting dated April 14, 1998.
2. Copy of Form of Proxy for Annual Meeting.
3. Basic documents incorporated by reference:
- Articles of Incorporation filed with the Commission
May 28, 1965.
- Amendment to Articles of Incorporation filed in Proxy
Statement for annual meeting of shareholders May 12, 1987,
filed with the Commission April 14, 1988.
- Amendment to Articles of Incorporation filed in Proxy
Statement for annual meeting of shareholders May 9, 1989,
filed with the Commission April 27, 1990.
- By-Laws, as amended to February 8, 1989, filed with the
Commission April 27, 1990.
- Specimen copy of stock certificate, filed as Exhibit 4-1
to Form S-1, filed with the Commission May 28, 1965.
- Amendment to Articles of Incorporation included in the
Proxy Statement for Annual
12
Meeting of Shareholders May 13, 1997, filed with the
Commission April 13, 1997.
4. Documents required by Item 14(c), all of which are exhibits to
Form 8-K filed with the Commission March 27, 1997, and are
incorporated by reference:
- Share Purchase Agreement dated March 11, 1997, among the
Company, Cascade (Canada) Holdings, Inc., and the
shareholders of Kenhar Corporation, Exhibit 2.1.
- Employment agreement dated March 11, 1997, among Cascade
Corporation, Couphar Ltd., and William J. Harrison,
Exhibit 10.1.
- Refusal Agreement dated March 11, 1997, among Cascade
Corporation, Couphar Ltd., and William J. Harrison,
Exhibit 10.2.
- Registration Rights Agreement dated March 11, 1997,
between Cascade Corporation and Couphar Ltd.,
Exhibit 10.3.
- Shareholders' Agreement dated March 11, 1997, between
the Trustees of the Robert C. and Nani S. Warren Revocable
Trust and Couphar Ltd., Exhibit 10.4.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the last quarter of fiscal 1997.
13
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities
Exchange Act of 1934, the registrant, CASCADE CORPORATION has duly caused
this annual report to be signed on its behalf by the undersigned thereunto
duly authorized.
CASCADE CORPORATION
/s/ James P. Miller
------------------------------------
By: James P. Miller
EXECUTIVE VICE PRESIDENT, SECRETARY
AND CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934 this
report has been signed below by the following persons on behalf of the
registrant and in the capacities on the dates indicated.
/s/ Joseph J. Barclay 4/10/98 /s/ Robert C. Warren, Jr. 4/10/98
- ------------------------------------- -------------------------------------
Joseph J. Barclay Date Robert C. Warren, Jr. Date
CHAIRMAN, DIRECTOR PRESIDENT AND CHIEF EXECUTIVE
OFFICER, DIRECTOR
/s/ William J. Harrison 4/10/98 /s/ Richard C. Hire 4/10/98
- ------------------------------------- -------------------------------------
William J. Harrison Date Richard C. Hire, DIRECTOR Date
EXECUTIVE VICE PRESIDENT,
DIRECTOR
/s/ Eric Hoffman 4/10/98 /s/ C. Calvert Knudsen 4/10/98
- ------------------------------------- -------------------------------------
Eric Hoffman, DIRECTOR Date C. Calvert Knudsen, DIRECTOR Date
/s/ Nicholas R. Lardy 4/10/98 /s/ Ernest C. Mercier 4/10/98
- ------------------------------------- -------------------------------------
Nicholas R. Lardy, DIRECTOR Date Ernest C. Mercier, DIRECTOR Date
/s/ James S. Osterman 4/10/98 /s/ Jack B. Schwartz 4/10/98
- ------------------------------------- -------------------------------------
James S. Osterman, DIRECTOR Date Jack B. Schwartz, Date
ASSISTANT SECRETARY, DIRECTOR
/s/ Nancy Wilgenbusch 4/10/98
- -------------------------------------
Nancy Wilgenbusch, DIRECTOR Date
14