Ladish 10-K 2005
Documents found in this filing:
SECURITIES AND EXCHANGE
Commission File Number 0-23539
Registrants telephone number, including area code (414) 747-2611
Securities Registered Pursuant to Section 12(b) of the Act:
Securities Registered Pursuant to Section 12(g) of the Act:
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.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Registration S-K is not contained herein, and will not be contained, to the best of registrants 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. |X|
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
The aggregate market value of voting stock held by nonaffiliates of the Registrant was $79,494,938 as of June 30, 2004.
( Continued on reverse side )
( Continued from cover page )
DOCUMENTS INCORPORATED BY REFERENCE
* Only the portions of documents specifically listed herein are to be deemed incorporated by reference.
Item 1. Business
Ladish Co., Inc. (Ladish or the Company) engineers, produces and markets high-strength, high-technology forged and cast metal components for a wide variety of load-bearing and fatigue-resisting applications in the jet engine, aerospace and industrial markets. Approximately 92% of the Companys 2004 billings were derived from the sale of jet engine parts, missile components, landing gear, helicopter rotors and other aerospace products. Approximately 34% of the Companys 2004 billings were derived from sales, directly or through prime contractors, under United States government contracts, primarily covering defense equipment. Although no comprehensive trade statistics are available, based on its experience and knowledge of the industry, management believes that the Company is the second largest supplier of forged and cast metal components to the domestic aerospace industry, with an estimated 20% market share in the jet engine component field.
Products and Markets
The Company markets its products primarily to manufacturers of jet engines, commercial business and defense aircraft, helicopters, satellites, heavy-duty off-road vehicles and industrial and marine turbines. The principal markets served by the Company are jet engine, commercial aerospace (defined by Ladish as satellite, rocket and aircraft components other than jet engines) and general industrial products. The amount of revenue and the revenue as a percentage of total revenue by market were as follows for the periods indicated:
Ladish offers one of the most complete ranges of forging, investment casting and precision machining services in the world. The Company employs all major forging processes, including open and closed-die hammer and press forgings, as well as ring-rolling, and also produces near-net shape aerospace components through isothermal forging and hot-die forging techniques. Closed-die forging involves hammering or pressing heated metal into the required shape and size by utilizing machined impressions in specially prepared dies which exert three-dimensional control on the heated metal. Open-die forging involves the hammering or pressing of metal into the required shape without such three-dimensional control, and ring-rolling involves rotating heated metal rings through presses to produce the desired shape. Investment casting involves the creation of precise wax molds which are dipped, autoclaved and cast to create near-net components for the aerospace industry.
Much of the Companys business is capital intensive, requiring large and sophisticated forging, casting and heating equipment and extensive facilities for inspection and testing of components after formation. Ladish believes that it has the largest forging hammer and largest ring-roll in the world at its plant in Cudahy, Wisconsin. Its largest counterblow forging hammer has a capacity of 125,000 mkg (meter-kilograms), and its ring-rolling equipment can produce single-piece seamless products that weigh up to 350,000 pounds with outside diameters as large as 28 feet and face heights up to 10 feet. Ladishs 4,500-ton and 10,000-ton isothermal presses can produce forgings, in superalloys as well as titanium, that weigh up to 2,000 pounds. Much of the equipment has been designed and built by Ladish. The Company also maintains such auxiliary facilities as die-sinking, heat-treating and machining equipment and produces most of the precision dies necessary for its forging operations. The Company considers such equipment to be in good operating condition and adequate for the purposes for which it is being used.
Marketing and Sales
The product sales force, consisting primarily of sales engineers, is supported by the Companys metallurgical staff of engineers and technicians. These technically trained sales engineers, organized along product line and customer groupings, work with customers on an ongoing basis to monitor competitive trends and technological innovations. Additionally, sales engineers consult with customers regarding potential projects and product development opportunities. During the past few years, the Company has refocused its marketing efforts on the jet engine components market and the commercial aerospace industry.
The Company is actively involved with key customers in joint cooperative research and development, engineering, quality control, just-in-time inventory control and computerized process modeling programs. The Company has entered into strategic contracts for a number of sole-sourced products with each of Rolls-Royce, Sikorsky and Snecma for major programs. The Company believes that these contracts are a reflection of the aerospace and industrial markets recognition of the Companys manufacturing and technical expertise.
The research and development of jet engine components is actively supported by the Companys Advanced Materials and Process Technology Group. The Companys long-standing commitment to research and development is evidenced by its industry-recognized materials and process advancements such as processing aluminum-lithium, Udimet 720 and titanium aluminides. The experienced staff and fully equipped research facilities support Ladish sales through customer-funded projects. Management believes that these research efforts position the Company to participate in future growth in demand for critical advanced jet engine components.
The Companys top three customers, Rolls-Royce, United Technologies and General Electric, accounted for approximately 55%, 56% and 52% of the Companys revenues in 2002, 2003 and 2004, respectively. Net sales to Rolls-Royce were 28%, 26% and 26%, United Technologies 16%, 18% and 15% and General Electric 11%, 12% and 11% of total Company net sales for the respective years. No other customer accounted for ten percent or more of the Companys sales.
Caterpillar, Volvo, Techspace Aero and Snecma are also important customers of the Company. Because of the relatively small number of customers for some of the Companys principal products, the Companys largest customers exercise significant influence over the Companys prices and other terms of trade.
Exports accounted for approximately 50%, 48% and 49% of total Company net sales in 2002, 2003 and 2004, respectively. Exports to England constituted approximately 26%, 23% and 24%, respectively in the above years, of total Company net sales.
A substantial portion of the Companys revenues is derived from long-term, fixed price contracts with major engine and aircraft manufacturers. These contracts are typically requirements contracts under which the purchaser commits to purchase a given portion of its requirements of a particular component from the Company. Actual purchase quantities are typically not determined until shortly before the year in which products are to be delivered. The Company attempts to minimize its risk by entering into fixed-price contracts with its raw material suppliers. Additionally, a portion of the Companys revenue is directly or indirectly related to government spending, particularly military and space program spending.
Research and Development
The Company maintains a research and development department which is engaged in applied research and development work primarily relating to the Companys forging operations. The Company works closely with customers, universities and government technical agencies in developing advanced forgings, materials and processes. The Company spent approximately $3.5 million, $3.6 million and $3.9 million on applied research and development work during 2002, 2003 and 2004, respectively. Customers reimbursed the Company for $2.0 million, $2.0 million and $1.5 million of research and development expenses in 2002, 2003 and 2004, respectively.
Patents and Trademarks
Although the Company owns patents covering certain of its processes, the Company does not consider these patents to be of material importance to the Companys business as a whole. The Company considers certain other information that it owns to be trade secrets and the Company takes measures to protect the confidentiality and control the disclosure and use of such information. The Company believes that these safeguards adequately protect its proprietary rights and the Company vigorously defends these rights.
The Company owns or has obtained licenses for various trademarks, trademark registrations, service marks, service mark registrations, trade names, copyrights, copyright registrations, patent applications, inventions, know-how, trade secrets, confidential information and any other intellectual property that is necessary for the conduct of its business (collectively, Intellectual Property). The Company is not aware of any existing or threatened patent infringement claim (or of any facts that would reasonably be expected to result in any such claim) or any other existing or threatened challenge by any third party that would significantly limit the rights of the Company with respect to any such Intellectual Property or to the validity or scope of any such Intellectual Property. The Company has no pending claim against a third party with respect to the infringement by such third party of any such Intellectual Property that, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the Companys financial condition or results of operations. While the Company considers all of its proprietary rights as a whole to be important, the Company does not consider any single right to be essential to its operations as a whole.
Raw materials used by the Company in its metal components include alloys of titanium, nickel, steel, aluminum, tungsten and other high temperature alloys. The major portion of metal requirements for forged products are purchased from major metal suppliers producing forging quality material as needed to fill customer orders. The Company has two or more sources of supply for all significant raw materials.
The titanium and nickel-based superalloys used by the Company have a relatively high dollar value. Accordingly, the Company recovers and recycles scrap materials such as machine turnings, forging flash, solids and test pieces.
The Companys most significant raw materials consist of nickel and titanium alloys. Its principal suppliers of nickel alloys include Special Metals Corporation and Allegheny Technologies. Its principal suppliers of titanium alloys are Titanium Metals Corporation of America, Allegheny Technologies and RTI International. The Company typically has fixed-price contracts with its suppliers.
In addition, the Company, its customers and suppliers have undertaken active programs for supply chain management which have reduced overall lead times and the total cost of raw materials. However, with the upturn in demand in the markets served by the Company in 2004 and expected in 2005, raw material lead times have been extended and prices are increasing.
The Company uses a considerable amount of energy in the processing of its forged and cast metal components. The rapidly fluctuating prices for energy, both natural gas and electricity, had a significant impact on the Companys 2004 results and are likely to have a similar, if not greater, effect in 2005. Although the Company attempts to ameliorate the impact of these price swings by purchasing directly from producers and pre-ordering supplies for the future, the level of price fluctuation and lack of availability are not within the control of the Company.
The average amount of time necessary to manufacture the Companys products is five to six weeks from the receipt of raw material. The timing of the placement and filling of specific orders may significantly affect the Companys backlog figures, which are subject to cancellation for a variety of reasons. In addition, the Company typically only includes those contracts which will result in shipments within the next 12 to 24 months when compiling backlog and does not include the out years of long-term agreements. As a result, the Companys backlog may not be indicative of actual results or provide meaningful data for period-to-period comparisons. The Companys backlog was approximately $195 million, $219 million and $274 million as of December 31, 2002, 2003 and 2004, respectively. The Companys backlog declined by approximately 20% following the terrorist attacks on September 11, 2001. Following these terrorist attacks, the commercial aerospace market experienced a significant downturn worldwide. The global commercial aerospace market continued to soften in 2002 and the first half of 2003. The Companys backlog experienced an upward trend in the second half of 2003. New order activity was strong throughout 2004 with the Company receiving $266 million of new orders in 2004 in comparison to $206 million of new orders in 2003.
The sale of metal components is highly competitive. Certain of the Companys competitors are larger than the Company and have substantially greater capital resources. Although the Company is the sole supplier on several sophisticated components required by prime contractors under a number of governmental programs, many of the Companys products could be replaced with other similar products of its competitors. However, the significant investment in tooling, the time required and the cost of obtaining the status of a certified supplier are barriers to entry. Competition is based on quality (including advanced engineering and manufacturing capability), price and the ability to meet delivery requirements.
Website Access to Company Reports
The Companys annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are available free of charge on the Companys website at www.ladishco.com as soon as reasonably practicable after such material is filed electronically with the SEC. The Companys Code of Conduct is available on the Companys website and in printed form upon request. Also, copies of the Companys annual report will be made available, free of charge, upon written request.
Environmental, Health and Safety Matters
The Companys operations are subject to many federal, state and local regulations relating to the protection of the environment and to workplace health and safety. In particular, the Companys operations are subject to extensive federal, state and local laws and regulations governing waste disposal, air and water emissions, the handling of hazardous substances, environmental protection, remediation, workplace exposure and other matters. Management believes that the Company is presently in substantial compliance with all such laws and does not currently anticipate that the Company will be required to expend any substantial amounts in the foreseeable future in order to meet current environmental, workplace health or safety requirements. However, additional costs and liabilities may be incurred to comply with current and future requirements which could have a material adverse effect on the Companys results of operations or financial condition.
There are no known pending remedial actions or claims relating to environmental matters that are expected to have a material effect on the Companys financial position or results of operations. All of the properties owned by the Company, however, are located in industrial areas and have a history of heavy industrial use. These properties may potentially incur environmental liabilities in the future that could have a material adverse effect on the Companys financial condition or results of operations. The Company was previously named a potentially responsible party at several Superfund sites. The Companys liability with respect to these sites has largely been resolved. Although the Company does not believe that the amount for which it may be held liable for any further administrative or wrap-up expense will exceed the amount it has reserved of approximately $0.14 million for such loss, no assurance can be given that the amount for which the Company will be held responsible will not be significantly greater than expected.
With respect to any past or future claim for any environmental, health or safety matter, the Company evaluates every such claim from both a technical and legal perspective, using outside consultants where necessary. The Company establishes a good faith estimate of its prospective risk associated with said claim and, where material, establishes a financial reserve for the estimated value of such claim.
Forward Looking Statements
Any statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Legislation Reform Act of 1995, and involve risks and uncertainties. These forward-looking statements include expectations, beliefs, plans, objectives, future financial performance, estimates, projections, goals and forecasts. Potential factors which could cause the Companys actual results of operations to differ materially from those in the forward-looking statements include:
Any forward-looking statement speaks only as of the date on which such statement is made. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.
As of December 31, 2004, the Company had approximately 1,075 employees, of whom 800 were engaged in manufacturing functions, 70 in executive and administrative functions, 165 in technical functions, and 40 in sales and sales support. At such date, approximately 530 employees, principally those engaged in manufacturing, were represented by labor organizations under collective bargaining agreements.
Executive Officers of the Company
Item 2. Properties
The following table sets forth the location and size of the Companys three facilities:
The above facilities are owned by the Company.
The Company believes that its facilities are well maintained, are suitable to support the Companys business and are adequate for the Companys present and anticipated needs. While the rate of utilization of the Companys manufacturing equipment is not uniform, the Company estimates that its facilities overall are currently operating at approximately 65% of capacity.
The principal executive offices of the Company are located at 5481 South Packard Avenue, Cudahy, Wisconsin 53110. Its telephone number at such address is (414) 747-2611.
Item 3. Legal Proceedings
From time to time the Company is involved in legal proceedings relating to claims arising out of its operations in the normal course of business. Although the Company believes that there are no material legal proceedings pending or threatened against the Company or any of its properties, the Company has been named as a defendant in approximately sixty-eight (68) asbestos cases in Mississippi and two (2) asbestos cases in Illinois. As of the date of this filing, the Company has been dismissed from thirty-eight (38) of the cases in Mississippi and both cases in Illinois. The Company has never manufactured or processed asbestos. The Companys only exposure to asbestos involves products the Company purchased from third parties. The Company has notified its insurance carriers of these claims and is vigorously defending these actions.
A purported stockholder of the Company filed a putative class action, Dean v. Ladish Co., Inc., et. al., Case No. 03-C-0165, in the United States District Court for the Eastern District of Wisconsin, on February 28, 2003, against the Company and two Company officers. The complaint included claims under the federal securities laws and state common law, and sought damages for stockholders who purchased the common stock of the Company between March 10, 1998 and September 27, 2002. The complaints allegations, which the Company disputed, were based primarily on accounting issues relating to the Companys restatement in 2002. This case was dismissed in 2004; the dismissal was not appealed.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the fourth quarter of 2004.
Item 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The common stock of the Company, par value $0.01 per share, trades on the Nasdaq National Market under the symbol LDSH.
The following table sets forth, for the fiscal periods indicated, the high and low closing prices for each quarter of the years 2002, 2003 and 2004. At December 31, 2004 there were an estimated 1,200 beneficial holders of the Companys common stock.
The Company has not paid cash dividends and currently intends to retain all its earnings to reduce debt and to finance its operations, its stock repurchase program and future growth. The Company does not expect to pay dividends for the foreseeable future.
Item 6. Selected Financial Data
The selected financial data of the Company for each of the last five fiscal years are set forth below.
The data below should be read in conjunction with the Financial Statements and the Notes thereto and Managements Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this filing.
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
The Company entered 2004 with cautious optimism as the order trend in the second half of 2003 was moving upward. The pace of the 2004 recovery in both the aerospace and industrial markets was significantly faster than the Company anticipated at the start of 2004. The abrupt shift in demand presented several challenges for the Company. A number of long-term contracts were negotiated during the 2002-2003 aerospace recession and reflect regressive pricing for the Companys products. In order to satisfy the customers requirements on a timely basis, the Companys inventory grew during 2004 from $43.8 million to $51.8 million, an $8 million increase. As sales rose to $208.7 million in 2004 from $179.9 million in 2003, accounts receivable grew from $29.7 million to $41.7 million, a $12.0 million increase. These working capital demands were partially offset by an increase in trade payables. The net effect of the increased business required Ladish to utilize a portion of its cash in order to fuel the 2004 growth and to increase capital expenditures to support expected further expansion in 2005. The rapid recovery in 2004 also created a supply issue with respect to raw material. Although the Company was largely protected from price inflation through long-term contracts, raw material leadtimes and availability have impacted the Companys ability to be responsive and contributed to the above described working capital increase. The Companys results for 2004 showed significant improvement with pretax income of $5.7 million in comparison to a pretax loss of $0.9 million for 2003. The 2004 results were negatively impacted by the unusual charges of $0.7 million for documenting and testing the Companys financial controls for Section 404 of the Sarbanes-Oxley Act (SOX) and $0.5 million to account for the impact of Financial Accounting Standards Board Interpretation No. 44 (FIN 44) on the variable pricing portion of the Companys stock option programs.
On February 25, 2005, the Company announced it has entered into a preliminary agreement with Huta Stalowa Wola Spolka Akcyjna to acquire its forging subsidiary HSW-Zaklad Kuznia Matrycowa (ZKM). ZKM, located in Stalowa Wola, Poland, has annual production and sales of industrial forgings of approximately $35 million. The purchase price for ZKM is approximately $13 million and the Company anticipates the transaction will close in the third quarter of 2005.
Results of Operations
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003
The Company recorded $208.7 million in net sales in the year ended December 31, 2004. This 16% increase over net sales for fiscal 2003 was due to growth in all of the markets served by the Company. Sales of jet engine components grew the fastest in sales dollars with a $14 million increase while the industrial market had the largest expansion proportionately with a 55% rate of growth. The commercial sector and the government sector both experienced growth in fiscal 2004 with approximately $137.7 million and $71 million of sales, respectively. From a sales percentage perspective, government sales rose to 34% of sales in fiscal 2004 from 31% of sales in 2003. Cost of sales in the year ending December 31, 2004 was 91.3% in comparison to 94.5% in the year ending December 31, 2003. This reduction of cost of sales is attributable to cost reduction efforts at the Company along with better absorption of fixed costs through the higher sales volume. The cost of sales comparison in fiscal 2004 was negatively impacted by a $1.6 million reduction in pension credit from fiscal 2003. Gross profit in the year ending December 31, 2004 was $18.1 million or 8.7% in contrast to $9.9 million or 5.5% of sales in 2003. The significant improvement in gross profit margins is due to the increase in sales and fixed cost absorption partially offset by continued pricing pressure from certain large customers and reduced pension credit.
In fiscal 2004, the Company incurred $10.3 million of selling, general and administrative (SG&A) expenses or 4.9% of sales. SG&A expenses for the year ending December 31, 2003 were $8.7 million or 4.8%. SG&A expenses increased in 2004 due to the unusual charges of $0.5 million for FIN 44 on the Companys stock options and $0.7 million for documenting and testing the Companys financial controls for Section 404 of SOX. 2004 SG&A without these two charges would have resulted in an SG&A annual rate of 4.4% of sales.
The Company incurred $2.1 million in interest expense in fiscal 2004 in contrast to $2.2 million in 2003. The reduction in interest expense in 2004 is primarily due to the Company reducing its senior notes by repaying $6 million in July of 2004. The following table reflects the companys treatment of interest for the years 2003 and 2004.
2004 pretax income of $5.7 million reflects a significant improvement over the pretax loss of $0.9 million in 2003. The improvement in pretax profitability resulted from improved absorption of fixed costs through higher sales and cost control measures within the Company, partially offset by continued pricing pressures from several large customers. Pretax income in 2004 in comparison to 2003 was also impacted by a reduction of pension credit from $3.7 million in 2003 to $2.1 million in 2004. The Company expects the pension credit to further decline in 2005 to approximately $0.5 million. The pension credit arises from the method required by accounting rules for amortizing significant gains related to pension fund assets and pension fund obligations occurring in prior years.
For the year ending December 31, 2004, the Company recorded a charge of $1.97 million for federal and state taxes reflecting an effective tax rate of 34.4% in comparison to the $0.97 million credit the Company recognized for fiscal 2003. The variation in the 2004 rate from a statutory rate is due primarily to the Extra-Territorial Income (ETI) exclusion credit associated with the Companys foreign sales. The ETI exclusion was repealed by American Jobs Creation Act of 2004 and will be phased-out over 2005 and 2006.
The Company ended 2004 with a contract backlog of $274.3 million in comparison to $218.9 million at the end of 2003, a 25% increase. The Company booked $266.3 million of new orders in 2004 versus the $205.6 million of new orders received in 2003.
Year Ended December 31, 2003 Compared to Year Ended December 31, 2002
In the year ended December 31, 2003, the Company experienced a 4.6% reduction in sales from 2002. The downturn in sales is largely attributable to the continued softening of the commercial aerospace industry. The weakness in the commercial sector was partially offset by increased sales of products destined for usage by the United States government. Sales to the United States government, primarily for defense, accounted for 31% of Company sales in 2003 in comparison to 19% of sales in 2001 and 2002. Cost of sales in 2003 was 94.5% of sales in comparison to 93.4% in 2002. The 1.1% increase in cost of sales is due to unabsorbed fixed costs on reduced sales and a reduction of pension credit in 2003. Gross profit was $9.928 million or 5.5% of sales in 2003 in contrast to $12.381 million or 6.6% of sales in 2002. The percentage reduction of gross profit, like cost of sales, is due to underabsorbed fixed costs and lower pension credit.
SG&A expenses in fiscal 2003 were $8.724 million, 4.8% of sales, compared to $9.085 million, 4.8% of sales, in 2002. SG&A expenses in 2003 were negatively impacted by $1.0 million of nonrecurring proxy expenses and unusually high legal expenses, partially offset by a $1.25 million refund of excise taxes received in the first quarter of 2003. In addition, SG&A expenses in 2002 were reduced $0.305 million by the application of FIN 44 on the Companys stock options.
The Company incurred interest expense of $2.22 million in 2003 in comparison to $1.87 million in 2002. Outstanding debt of $30 million was the same for 2003 and 2002. The difference in interest expense is due to the Companys capitalization of interest in connection with the construction of plant and equipment. The following table reflects the Companys treatment of interest for the years 2002 and 2003.
The year 2003 resulted in a pretax loss of $0.947 million versus a pretax profit of $1.68 million in 2002. The pretax loss in 2003 is due to the decline in sales volume which resulted in underabsorbed fixed costs, pricing pressures from the Companys customers, unusually high legal and administrative expenses associated with the proxy contest, an inventory charge at the Connecticut machining facility and a charge related to an early retirement incentive program offered in 2003. The foregoing costs were somewhat offset by the excise tax refund which flowed through SG&A expenses and improved pretax income. Pretax income in 2003 also declined from the 2002 level due to the reduction of pension credit in 2003 to $3.7 million from the $6.0 million of pension credit recognized in 2002.
The Company recorded an income tax benefit of $0.966 million in 2003 reflecting a 102% effective rate in comparison to the $0.049 million provision in 2002. The variation in the tax rates in 2003 from a statutory rate is due to the impact of the ETI exclusion credit associated with the Companys foreign sales and the reversal of an accrual related to prior years state income taxes. See note 7 to the financial statements.
The December 31, 2003 contract backlog at the Company was $218.9 million, a $23.8 million increase over the December 31, 2002 backlog. The increase in backlog is due to the fact that the Company booked $205.6 million in new orders in 2003 in comparison to the $142.1 million of new orders booked in 2002.
Liquidity and Capital Resources
The Companys cash position as of December 31, 2004 is $8.237 million less than its position at December 31, 2003. The 2004 decline in cash is a result of $5.225 million in capital expenditures and $6 million of debt repayment, partially offset by cash flow from operations of $2.25 million. Cash flow from operations in 2004 was lower than cash flow from operations in 2003, despite the improvement in net income, primarily because of the increased level of working capital required to support the Companys growth.
On July 20, 2001, the Company sold $30 million of senior notes (Senior Notes) in a private placement to certain institutional investors. The Senior Notes bear interest at a rate of 7.19% per annum with the interest being paid semiannually. The Senior Notes have a seven-year duration with the principal amortizing equally over the remaining duration after the third year. The Company used the proceeds from the Senior Notes to repay outstanding borrowings under the Facility and for working capital purposes. The first amortization payment of $6 million was made July 20, 2004.
In conjunction with the private placement of the Senior Notes, the Company and a syndicate of lenders entered into a credit facility on July 17, 2001 (the Facility). The Facility consisted of a maximum of $50 million revolving line of credit which bore interest at a rate of LIBOR plus 0.80%. On April 12, 2002, the Facility was modified to reduce the maximum size of the revolving line of credit to $45 million. On December 31, 2002, the Company and the lenders further modified the Facility by reducing the maximum line of revolving credit to $25 million. As of December 31, 2004, the interest rate on the Facility was LIBOR plus 1.50%. As of December 31, 2004, $25 million was available pursuant to the terms of the Facility. There were no borrowings under the Facility as of December 31, 2004.
During the year ending December 31, 2004, the Company received $0.691 million from the exercise of employee stock options.
There were 32,076 warrants outstanding and exercisable at December 31, 2003 and 2004. Each warrant entitles the holder to purchase one share of common stock for $1.20 per share. The warrants expire in 2005.
In 2003, the Company elected to redeem the 1998 Rights Agreement which granted certain rights to the stockholders of the Company to purchase additional shares of common stock of the Company in the event of an unfriendly takeover attempt. The Companys stockholders received the redemption price of $0.01 per share, or approximately $0.13 million in total for the redemption, which was recorded as a reduction of paid-in capital.
Inflation has not had a material effect upon the Company during the period covered by this report. Given the rising demand for the products manufactured by the Company, and the prospects for increases in raw material costs and possible energy cost escalation, the Company can not determine at this time if there will be any significant impact from inflation in the foreseeable future.
Critical Accounting Policies
Deferred Income Taxes
The Company has net deferred income tax assets totaling $30.6 million. The realization of these assets over time is dependent upon the Company generating sufficient taxable income in future periods.
The Company has net operating loss (NOL) carryforwards that were generated prior to its reorganization (Pre-Reorganization) completed on April 30, 1993 as well as NOL carryforwards that were generated subsequent to reorganization and prior to the 1998 ownership change (Post-Reorganization), and NOL carryforwards generated in 2002 through 2004. These NOLs are available to the Company to reduce future taxable income. The net realizable value of the related tax benefit of the NOLs is approximately $17.1 million as of December 31, 2004.
The amount of the NOL carryforwards used through December 31, 2004 total $18.6 million of the Pre-Reorganization NOLs and $44.8 million of the Post-Reorganization NOLs. Federal NOL carryforwards remaining as of December 31, 2004 total $15 million of Pre-Reorganization NOLs, $4.3 million of Post-Reorganization NOLs and $23.5 million of NOLs generated in 2002 through 2004. Wisconsin NOL carryforwards remaining as of December 31, 2004 total $8 million of Pre-Reorganization NOLs, $10.9 million of Post-Reorganization NOLs and $22.7 million of NOLs generated in 2002 through 2004.
The Companys IPO in March, 1998 created an ownership change as defined by the Internal Revenue Service (IRS). This ownership change generated an IRS imposed limitation on the utilization of NOL carryforwards, generated prior to the ownership change, to reduce future taxable income. The annual use of the NOL carryforwards is limited to the lesser of the Companys taxable income or the amount of the IRS imposed limitation. Since the ownership change, the total NOL available for use is $11.9 million annually. To the extent less than $11.9 million is used in any year, the unused amount is added to and increases the limitation in the succeeding year. Pre-Reorganization NOLs are further limited to an annual usage of $2.1 million. Any unused amount is added to and increases the limitation in the succeeding year. The Pre-Reorganization NOLs of $15 million expire as follows, $8.5 million in 2007 and $6.5 million in 2008. The Post-Reorganization NOLs of $4.3 million expire in 2010. There is no limitation on the usage of the $23.5 million of NOLs generated in 2002 through 2004 and these NOLs expire in years 2022 through 2024. Because of the annual limitations on the usage of Pre-Reorganization NOLs and their earlier expiration dates, there is a greater risk of the loss of benefits recorded for these NOLs. The net deferred tax asset recorded for the Pre-Reorganization NOLs approximates $6 million.
Statement of Financial Accounting Standards No. 109 requires establishment of a valuation allowance for all or a part of the NOLs unless it is more likely than not that sufficient taxable income will be generated in future periods to utilize the NOLs before they expire. In determining that realization of the net deferred tax assets was more likely than not, the Company gave consideration to a number of factors including its recent earnings history, expectations for earnings in the future, the timing of reversal of temporary differences, tax planning strategies available to the Company and the expiration dates associated with NOL carryforwards. If, in the future, the Company determines that it is no longer more likely than not that the net deferred tax assets will be realized, a valuation allowance will be established against all or part of the net deferred tax assets with an offsetting charge to the income tax provision.
The Company has noncontributory defined benefit pension plans (Plans) covering a majority of its employees. The Company contributed $1.455 million to the Plans in 2003. In 2004, the Company contributed $6.766 million to the Plans which consisted of $2.041 million in cash and 525,000 shares of treasury stock with a fair market value of $4.725 million. The Company intends to contribute $4.003, $5.170 and $8.464 million to the Plans in 2005, 2006 and 2007, respectively. The Company plans on funding those contributions from cash on hand, cash generated from operations, working capital reductions, treasury stock contributions and, if necessary, from the Facility. No calculation has been made for payments into the Plans beyond 2007.
The Plans assets are held in a trust and are primarily invested in U.S. Government securities, investment grade corporate bonds and marketable common stocks. A number of the Plans hold shares of the Companys common stock which comprise less than ten percent of any individual plans total assets. The key assumptions the Company considers with respect to the assets in the Plans and funding the liabilities associated with the Plans are the discount rate, the long-term rate of return on Plans assets, the projected rate of increase in compensation levels and the actuarial estimate of mortality of participants in the Plans. The most sensitive assumption is on discount rate. For funding purposes, the Companys independent actuaries assume an annual long-term rate of return on Plan assets of 9.25%. For the ten-year period ending December 31, 2004, the Company experienced an annual rate of return on Plan assets of 10.58%.
The discount rate assumption has declined for four consecutive years. A decrease in the discount rate results in an increase in the accumulated benefit obligation at the measurement date which may also result in an increase in the additional minimum pension liability included as a charge to accumulated other comprehensive income. Such a decrease also results in an actuarial loss which is amortized to pension expense in accordance with FASB Statement No. 87. An increase in the discount rate will have the opposite effect in the pension liability and pension expense. The Company bases its discount rate on long maturity AA rated corporate debt securities. The Company cannot predict whether these interest rates will increase or decrease in future years.
Goodwill of $9 million, included in other assets on the Companys balance sheets, represents the excess of the purchase price over the fair value of identifiable tangible and intangible net assets relating to business acquisitions. It is an asset with an indefinite life and therefore is not amortized to expense. The Companys assessment of fair value takes into account a number of factors including EBITDA multiples of transactions in the Companys industry as well as fair market value multiples of transactions of similarly situated enterprises. The Company tests the goodwill for impairment at least annually by fair value impairment testing. No impairments were recognized in 2003 or 2004. Should goodwill become impaired in the future, the amount of impairment will be charged to SG & A expense.
New Accounting Pronouncements
FASB Statement 123 (revised), Share-Based Payment, is a revision of FASB Statement 123, Accounting for Stock-Based Compensation. Statement 123 (revised) supersedes, Accounting for Stock Issued to Employees, and its related implementation guidance. This statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award, usually the vesting period. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Employee share purchase plans will not result in recognition of compensation cost if certain conditions are met. The grant date fair value of employee share options and similar instruments will be estimated using option-pricing models adjusted for the unique characteristics of these instruments. If an equity award is modified after the grant date, incremental compensation cost will be recognized. This Statement is effective for the Company as of the beginning of its third fiscal quarter in 2005. This Statement applies to all awards granted after the effective date and to awards modified, repurchased or cancelled after that date. The cumulative effect of initially applying this Statement, if any, is recognized as of the effective date. Because the Company has no unvested options, it is expected that adoption will have no material effect on the results of operations or financial position as of the effective date.
FASB Statement 151, Inventory Costs-an amendment of FASB No. 43, Chapter 4, amends the guidance in ARB No. 43, Chapter 4 Inventory Pricing to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material. This Statement requires that those items be expensed as current period charges to expense. This Statement requires that allocation of fixed production overheads to the cost of conversion be based on the normal capacity of the production facilities. The provisions of this Statement are effective for inventory costs incurred by the Company beginning January 1, 2006. The Company is currently evaluating what effect, if any, adoption of this Statement will have on its financial position and results of operations.
Item 7.A. Quantitative and Qualitative Disclosures about Market Risk
The Company believes that its exposure to market risk related to changes in foreign currency exchange rates and trade accounts receivable is immaterial.
Item 8. Financial Statements and Supplementary Data
The response to Item 8. Financial Statements and Supplementary Data incorporates by reference the information listed in the consolidated financial statements and accompanying schedules beginning on page F-1.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
KPMG LLP have been the auditors of the accounts of the Company for the fiscal year ended December 31, 2004. It is anticipated that representatives of KPMG LLP will be present at the 2005 Annual Meeting, will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions raised at the 2005 Annual Meeting or submitted to them in writing before the 2005 Annual Meeting.
KPMG LLP has informed the Company that it does not have any direct financial interest in the Company and that it has not had any direct connection with the Company in the capacity of promoter, underwriter, director, officer or employee.
As is customary, auditors for the current fiscal year will be appointed by the Audit Committee and ratified by the stockholders and by the Board of Directors at their meeting immediately following the 2005 Annual Meeting.
Item 9.A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the direction of the principal executive officer and principal financial officer, the Company has evaluated the effectiveness of its disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2004. Based on that evaluation, the Company has concluded that its disclosure controls and procedures were effective in providing reasonable assurance that material information required to be disclosed is included on a timely basis in the reports filed with the Securities and Exchange Commission.
There were no significant changes in the Companys internal controls or in other factors that could significantly affect these controls subsequent to the date of managements evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Managements Annual Report on Internal Control over Financial Reporting
The Companys management is responsible for establishing and maintaining adequate internal controls over the financial reporting of the Company. The Companys management, under the supervision and with the participation of the Companys principal executive officer and principal financial officer, has evaluated the effectiveness of the Companys internal controls over financial reporting based upon the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, as of December 31, 2004, management believes that the Companys internal controls over financial reporting are operating effectively.
KPMG LLP, the independent registered public accounting firm that audited the Companys consolidated financial statements as of and for the year ended December 31, 2004, included herein, has issued an attestation report on managements assessment of the Companys internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
To the Stockholders of Ladish Co., Inc.:
We have audited managements assessment, included in the accompanying Managements Annual Report on Internal Control over Financial Reporting, that Ladish Co., Inc. and subsidiaries maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on managements assessment and an opinion on the effectiveness of the Companys internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, managements assessment that Ladish Co., Inc. and subsidiaries maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Ladish Co., Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Ladish Co., Inc. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations, stockholders equity and cash flows for each of the years in the three-year period ended December 31, 2004 of Ladish Co., Inc., and our report dated March 14, 2005 expressed an unqualified opinion on those consolidated financial statements.
Item 10. Directors and Executive Officers of the Registrant
Certain information called for by this Item is incorporated herein by reference to the sections entitled Section 16(a) Beneficial Ownership Reporting Compliance and Nominating Committee in the Proxy Statement for the 2005 Annual Meeting of Stockholders.
The list of Executive Officers in Part I, Item 1. Business, paragraph captioned Executive Officers of the Registrant is incorporated by reference. The list of Directors of the Company is as follows:
Other information required by Item 401 of Regulation S-K is as follows:
Lawrence W. Bianchi, 64. Director since 1998. Mr. Bianchi in 1993 retired as the Managing Partner of the Milwaukee, Wisconsin office of KPMG Peat Marwick. From 1994 to 1998, Mr. Bianchi served as CFO of the law firm of Foley & Lardner. Mr. Bianchis principal occupation is investments.
Gene E. Bunge, 59. Mr. Bunge has served as Vice President, Engineering since November 1991. From 1985 until that time he was General Manager of Engineering. Mr. Bunge has been with the Company since 1968. He has a B.S.E.E. from the Milwaukee School of Engineering.
George Groppi, 56. Mr. Groppi has served as Vice President Quality and Metallurgy since September 1999. He was named Manager of Product Metallurgy in 1992. In 1994 he was appointed Manager of Production Control and in June 1999 assumed the position of Manager of Quality & Metallurgy. Mr. Groppi has been with the Company since 1969. He holds a B.S. in Mechanical Engineering from Marquette University.
Lawrence C. Hammond, 57. Mr. Hammond has served as Vice President, Human Resources since January 1994. Prior to that time he had served as Director of Industrial Relations at the Company and he had been Labor Counsel at the Company. Mr. Hammond has been with the Company since 1980. He has a B.A. and a Masters in Industrial Relations from Michigan State University and a J.D. from the Detroit College of Law.
James C. Hill, 57. Director since 2003. Mr. Hill was Chairman and Chief Executive Officer of Vision Metals, Inc., a steel tubing producer, from 1997 to 2001. Prior to that period he was Corporate Vice President of Quanex Corporation, a NYSE public company and President of its Tube Group from 1983 to 1997.
Leon A. Kranz, 65. Director since 2001. Mr. Kranz is President and Chief Executive Officer of Weber Metals, Inc., a Paramount, California based metals processor, a position he has held for more than ten years.
Wayne E. Larsen, 50. Since 1995 Mr. Larsen has been Vice President Law/Finance and Secretary of the Company. He served as General Counsel and Secretary since 1989 after joining the Company as corporate counsel in 1981. Mr. Larsen is a Trustee of the Ladish Co. Foundation and a Director of the Wisconsin Foundation for Independent Colleges and the South Shore YMCA of Milwaukee. Mr. Larsen has a B.A. from Marquette University and a J.D. from Marquette Law School.
David L. Provan, 55. Mr. Provan has served as Vice President, Materials Management since September 1999. Prior to that time he had been Purchasing Manager, Raw Materials, and Head Buyer. Mr. Provan has been with the Company since 1979. He has a Bachelors Degree in Business Administration from the University of Wisconsin-Parkside.
J. Robert Peart, 42. Director since 2003. Mr. Peart is Managing Director for Guggenheim Aviation Partners, LLC, a private investment concern. Prior to that period, he was Managing Director of Residco, a transportation investment banking concern.
John W. Splude, 59. Director since 2004. Mr. Splude is Chairman and Chief Executive Officer of HK Systems, Inc., an automated material handling and logistics software provider, a position he has held for over ten years. He is also a Director of Gehl Company, a regent of Milwaukee School of Engineering and serves on the Advisory Board of U.S. Bank-Wisconsin.
Randy B. Turner, 55. Mr. Turner has served as President of Pacific Cast Technologies, Inc. (PCT) since it was acquired by the Company in January 2000. Prior to joining the Company, Mr. Turner served as President of the corporate predecessor to PCT. He has a B.S. in Business Management from Lewis and Clark College.
Gary J. Vroman, 45. Mr. Vroman has served as Vice President, Sales and Marketing since December 1995. From January 1994 to December 1995 he was General Manager of Sales. Prior to that period he had been the Product Manager for jet engine components. Mr. Vroman has been with the Company since 1982. He has a B.S. in Engineering from the University of Illinois and a M.S. in Engineering Management from the Milwaukee School of Engineering.
Bradford T. Whitmore, 47. Director since 2003. Mr. Whitmore is Managing Director of Grace Brothers, Limited, a private investment company, a position he has held for more than ten years.
Kerry L. Woody, 53. Director since 1997. Mr. Woody has been President since 1995 and was appointed Chief Executive Officer of the Company in 1998. Prior to that time he was Vice President-Operations, Vice President-Manufacturing Services and Production Manager. He joined the Company in 1975. In addition, Mr. Woody serves as a Director of the Milwaukee School of Engineering. Mr. Woody has a B.S. in Engineering from Milliken University.
The Companys ethics code is reflected in its policies addressing i) conflict of interest, ii) compliance with antitrust laws, iii) improper payments, iv) falsification of records, and v) insider trading. These policies apply to all Company employees including the principal executive officer, the principal financial officer, controller and members of the Board of Directors. On an annual basis, the Company requires its key management personnel to certify their review and compliance with these policies. A copy of the policies was filed as an exhibit to the Form 10-K on March 25, 2003. The policies can also be found on the Companys website, www.ladishco.com.
Item 11. Executive Compensation
The information called for by this Item is incorporated herein by reference to the sections entitled Executive Compensation and Other Matters, The Stock Option Plan, Pension Benefits, Compensation of Directors, Employment Agreements, Compensation Committee Interlocks and Insider Participation, Compensation and Stock Option Committee Report, and Total Shareholder Return of the Proxy Statement for the 2005 Annual Meeting of Stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information called for by this Item is incorporated herein by reference to the sections entitled Voting Securities and Stockholders and The Stock Option Plan of the Proxy Statement for the 2005 Annual Meeting of Stockholders.
Item 13. Certain Relationships and Related Transactions
The information called for by this Item is incorporated herein by reference to the section entitled Certain Relationships of the Proxy Statement for the 2005 Annual Meeting of Stockholders.
Item 14. Principal Accountant Fees and Services
The information called for by this Item is incorporated by reference to the section entitled Audit Committee of the Proxy Statement for the 2005 Annual Meeting of Stockholders.
Item 15. Exhibits and Financial Statement Schedules
Exhibits. See the accompanying index to exhibits on page X-1 which is part of this report.
Financial Statements. See the accompanying index to financial statements and schedules on page F-1 which is a part of this report.
Pursuant to the requirements of Section 13 or 15(d) 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.
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 and on the dates indicated.
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
To the Stockholders
We have audited the accompanying consolidated balance sheets of Ladish Co., Inc., a Wisconsin corporation, and subsidiaries as of December 31, 2003 and 2004, and the related consolidated statements of operations, stockholders equity and cash flows for each of the years in the three-year period ended December 31, 2004. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ladish Co., Inc. and subsidiaries as of December 31, 2003 and 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Ladish Co., Inc.s internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 14, 2005 expressed an unqualified opinion on managements assessment or on the effectiveness of Ladish Co., Inc.s internal control over financial reporting.
/s/ KPMG LLP
Ladish Co., Inc.
See accompanying notes to consolidated financial statements.
Ladish Co., Inc.
See accompanying notes to consolidated financial statements.
Ladish Co., Inc.
See accompanying notes to consolidated financial statements.
Ladish Co., Inc.
of Stockholders Equity
See accompanying notes to consolidated financial statements.
Ladish Co., Inc.
of Cash Flows
See accompanying notes to consolidated financial statements.
Ladish Co., Inc.
Notes to Consolidated
INDEX TO EXHIBITS