UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark
One)

 

 

 

 

 

x

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the Quarterly Period Ended July 31, 2007

 

 

 

OR

 

 

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the transition period from         to         

 

 

 

Commission file number 1-12557

 

CASCADE CORPORATION

(Exact name of registrant as specified in its charter)

Oregon

 

93-0136592

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer 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

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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer x

Non-accelerated filer o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

The number of shares outstanding of the registrant’s common stock as of August 23, 2007 was 12,105,210.

 




CASCADE CORPORATION

FORM 10-Q

Quarter Ended July 31, 2007

TABLE OF CONTENTS

Page

Part I – Financial Information:

 

 

 

Item 1. Financial Statements (unaudited):

 

 

Consolidated Statements of Income

4

 

Consolidated Balance Sheets

5

 

Consolidated Statement of Changes in Shareholders’ Equity

6

 

Consolidated Statements of Cash Flows

7

 

Notes to Consolidated Financial Statements

8

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

18

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

30

 

 

Item 4. Controls and Procedures

31

 

 

Part II – Other Information

32

 

 

Signatures

34

 

 

Exhibit Index

35

 

2




Forward-Looking Statements

This Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Item 2) contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any projections of revenue, gross profit, expenses, earnings or losses from operations, synergies or other financial items; any statements of plans, strategies, and objectives of management for future operations; any statements regarding future economic conditions or performance; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. The risks, uncertainties, and assumptions referred to above include, but are not limited to:

·                  Competitive factors in, and the cyclical nature of, the materials handling and construction equipment industries;

·                  Fluctuations in lift truck and construction equipment orders or deliveries;

·                  Availability and cost of raw materials;

·                  General business and economic conditions in North America, Europe, Asia Pacific and China;

·                  Foreign currency fluctuations;

·                  Pending litigation;

·                  Environmental matters;

·                  Levels of public and non-residential construction activity;

·                  Effectiveness of our capital expenditures and cost reduction initiatives;

·                  Fluctuations in interest rates;

·                  Actions by foreign governments;

·                  Assumptions relating to pension and other postretirement costs.

We undertake no obligation to publicly revise or update forward-looking statements to reflect events or circumstances that arise after the date of this report.

3




PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

CASCADE CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited — in thousands, except per share amounts)

 

 

Three Months Ended

 

Six Months Ended

 

 

 

July 31

 

July 31

 

 

 

2007

 

2006

 

2007

 

2006

 

Net sales

 

$

143,183

 

$

119,376

 

$

278,683

 

$

237,150

 

Cost of goods sold

 

97,897

 

81,023

 

190,168

 

162,108

 

Gross profit

 

45,286

 

38,353

 

88,515

 

75,042

 

 

 

 

 

 

 

 

 

 

 

Selling and administrative expenses

 

22,054

 

19,897

 

43,186

 

39,749

 

Loss (gain) on disposition of assets, net

 

(1,137

)

45

 

(1,172

)

(617

)

Amortization

 

844

 

305

 

1,642

 

607

 

Insurance litigation recovery, net

 

 

 

(15,977

)

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

23,525

 

18,106

 

60,836

 

35,303

 

Interest expense

 

922

 

493

 

1,917

 

1,025

 

Interest income

 

(225

)

(527

)

(382

)

(882

)

Other expense (income), net

 

224

 

(287

)

302

 

(321

)

 

 

 

 

 

 

 

 

 

 

Income before provision for income taxes

 

22,604

 

18,427

 

58,999

 

35,481

 

Provision for income taxes

 

7,460

 

6,504

 

20,059

 

12,524

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

15,144

 

$

11,923

 

$

38,940

 

$

22,957

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

1.27

 

$

0.95

 

$

3.26

 

$

1.83

 

Diluted earnings per share

 

$

1.21

 

$

0.91

 

$

3.11

 

$

1.75

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

11,930

 

12,569

 

11,948

 

12,555

 

Diluted weighted average shares outstanding

 

12,479

 

13,074

 

12,513

 

13,133

 

 

The accompanying notes are an integral part of the consolidated financial statements.

4




CASCADE CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited - in thousands, except per share amounts)

 

 

July 31

 

January 31

 

 

 

2007

 

2007

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

22,501

 

$

36,593

 

Accounts receivable, less allowance for doubtful accounts of $1,465 and $1,515

 

92,065

 

74,992

 

Inventories

 

71,437

 

58,280

 

Deferred income taxes

 

3,771

 

4,481

 

Prepaid expenses and other

 

8,741

 

8,609

 

Total current assets

 

198,515

 

182,955

 

Property, plant and equipment, net

 

87,970

 

84,151

 

Goodwill

 

114,090

 

99,498

 

Deferred income taxes

 

8,016

 

11,817

 

Intangible assets, net

 

21,982

 

17,026

 

Other assets

 

1,920

 

1,985

 

Total assets

 

$

432,493

 

$

397,432

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Notes payable to banks

 

$

2,125

 

$

4,546

 

Current portion of long-term debt

 

12,500

 

12,573

 

Accounts payable

 

31,880

 

26,008

 

Accrued payroll and payroll taxes

 

10,157

 

9,391

 

Other accrued expenses

 

13,189

 

17,307

 

Total current liabilities

 

69,851

 

69,825

 

Long-term debt, net of current portion

 

36,500

 

34,000

 

Accrued environmental expenses

 

5,215

 

5,838

 

Deferred income taxes

 

3,736

 

2,798

 

Employee benefit obligations

 

9,717

 

9,719

 

Other liabilities

 

2,718

 

3,616

 

Total liabilities

 

127,737

 

125,796

 

 

 

 

 

 

 

Commitments and contingencies (Note 7)

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common stock, $.50 par value, 20,000 authorized shares; 12,105 and 12,070 shares issued and outstanding

 

6,053

 

6,035

 

Retained earnings

 

274,230

 

253,307

 

Accumulated other comprehensive income

 

24,473

 

12,294

 

Total shareholders’ equity

 

304,756

 

271,636

 

Total liabilities and shareholders’ equity

 

$

432,493

 

$

397,432

 

 

The accompanying notes are an integral part of the consolidated financial statements.

5




CASCADE CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited — in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

Other

 

Total

 

Year-To-Date

 

 

 

Common Stock

 

Paid-In

 

Retained

 

Comprehensive

 

Shareholders’

 

Comprehensive

 

 

 

Shares

 

Amount

 

Capital

 

Earnings

 

Income (Loss)

 

Equity

 

Income (Loss)

 

Balance at January 31, 2007

 

12,070

 

$

6,035

 

$

 

$

253,307

 

$

12,294

 

$

271,636

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

38,940

 

 

38,940

 

$

38,940

 

Dividends ($ 0.34 per share)

 

 

 

 

(4,062

)

 

(4,062

)

 

Common stock issued

 

424

 

212

 

3,632

 

 

 

3,844

 

 

Excess tax benefit from exercise of share-based compensation awards

 

 

 

2,509

 

 

 

2,509

 

 

Common stock repurchased

 

(389

)

(194

)

(8,069

)

(13,955

)

 

(22,218

)

 

Share-based compensation

 

 

 

1,928

 

 

 

1,928

 

 

Minimum pension/post-retirement adjustment

 

 

 

 

 

52

 

52

 

52

 

Translation adjustment

 

 

 

 

 

12,127

 

12,127

 

12,127

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at July 31, 2007

 

12,105

 

$

6,053

 

$

 

$

274,230

 

$

24,473

 

$

304,756

 

$

51,119

 

 

The accompanying notes are an integral part of the consolidated financial statements.

6




CASCADE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited - in thousands)

 

 

Six Months Ended

 

 

 

July 31

 

 

 

2007

 

2006

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

38,940

 

$

22,957

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

8,531

 

7,494

 

Share-based compensation

 

1,928

 

1,882

 

Deferred income taxes

 

1,543

 

(1,363

)

Gain on disposition of assets, net

 

(1,172

)

(617

)

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(13,035

)

(9,586

)

Inventories

 

(9,850

)

3,557

 

Prepaid expenses and other

 

637

 

(802

)

Accounts payable and accrued expenses

 

2,724

 

(4,544

)

Income taxes payable and receivable

 

(751

)

(2,092

)

Other assets and liabilities

 

(1,349

)

(491

)

Net cash provided by operating activities

 

28,146

 

16,395

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Capital expenditures

 

(9,106

)

(6,248

)

Proceeds from disposition of assets

 

2,497

 

1,607

 

Sales of marketable securities

 

 

7,100

 

Purchases of marketable securities

 

 

(6,100

)

Business acquisitions

 

(11,529

)

 

Net cash used in investing activities

 

(18,138

)

(3,641

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Cash dividends paid

 

(4,062

)

(3,769

)

Payments on long-term debt

 

(57,442

)

(88

)

Proceeds from long-term debt

 

59,500

 

 

Notes payable to banks, net

 

(3,400

)

(530

)

Common stock issued under share-based compensation plans

 

3,844

 

724

 

Common stock repurchased

 

(24,496

)

 

Excess tax benefit from exercise of share-based compensation awards

 

2,509

 

118

 

Net cash used in financing activities

 

(23,547

)

(3,545

)

 

 

 

 

 

 

Effect of exchange rate changes

 

(553

)

(853

)

 

 

 

 

 

 

Change in cash and cash equivalents

 

(14,092

)

8,356

 

Cash and cash equivalents at beginning of period

 

36,593

 

35,493

 

Cash and cash equivalents at end of period

 

$

22,501

 

$

43,849

 

 

Supplemental disclosure of cash flow information:

See Note 9 to the consolidated financial statements

The accompanying notes are an integral part of the consolidated financial statements.

7




CASCADE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1—Description of Business

Cascade Corporation is an international company engaged in the manufacture of materials handling products that are widely used on industrial fork lift trucks and, to a lesser extent, products that are used on construction, mining and agricultural vehicles. Accordingly, our sales are largely dependent on sales of lift trucks and on the sales of replacement parts. Our sales are made throughout the world. We are headquartered in Fairview, Oregon, employing approximately 2,300 people and maintaining operations in 15 countries outside the United States.

Note 2—Interim Financial Information

The accompanying consolidated financial statements for the interim periods ended July 31, 2007 and 2006 are unaudited. In the opinion of management, the accompanying consolidated financial statements reflect normal recurring adjustments necessary for a fair statement of the financial position, results of operations and cash flows for those interim periods. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year, and these financial statements do not contain the detail or footnote disclosures concerning accounting policies and other matters that would be included in full fiscal year financial statements. Therefore, these statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2007.

Note 3—Segment Information

Our operating units have largely similar economic characteristics and attributes, including similar products, distribution patterns and classes of customers. As a result, we aggregate our operating units into four geographic operating segments related to the manufacturing, distribution and servicing of material handling load engagement products. We evaluate performance of each of our operating segments based on operating income, which is income before interest, miscellaneous income/expense and income taxes. The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies contained in Note 2 of our consolidated financial statements included in our Form 10-K for the fiscal year ended January 31, 2007.

Revenues and operating results are classified according to the country of origin.  Identifiable assets are attributed to the geographic location in which they are located. Net sales, operating results and identifiable assets by geographic region were as follows (in thousands):

8




 

 

 

Three Months Ended July 31

 

2007

 

North America

 

Europe

 

Asia Pacific

 

China

 

Eliminations

 

Consolidation

 

Net sales

 

$

74,569

 

$

43,418

 

$

15,091

 

$

10,105

 

$

 

$

143,183

 

Transfers between areas

 

8,594

 

373

 

28

 

3,890

 

(12,885

)

 

Net sales and transfers

 

$

83,163

 

$

43,791

 

$

15,119

 

$

13,995

 

$

(12,885

)

$

143,183

 

Gross profit

 

$

29,041

 

$

7,924

 

$

3,582

 

$

4,739

 

 

 

$

45,286

 

Selling and administrative

 

12,402

 

6,523

 

2,144

 

985

 

 

 

22,054

 

Loss (gain) on disposition of assets, net

 

(1,120

)

 

(17

)

 

 

 

(1,137

)

Amortization

 

639

 

209

 

 

(4

)

 

 

844

 

Operating income

 

$

17,120

 

$

1,192

 

$

1,455

 

$

3,758

 

 

 

$

23,525

 

Total assets

 

$

231,601

 

$

122,083

 

$

36,753

 

$

42,056

 

 

 

$

432,493

 

Property, plant and equipment, net

 

$

33,752

 

$

35,848

 

$

1,953

 

$

16,417

 

 

 

$

87,970

 

Capital expenditures

 

$

1,947

 

$

543

 

$

262

 

$

1,105

 

 

 

$

3,857

 

Depreciation expense

 

$

1,740

 

$

1,235

 

$

98

 

$

337

 

 

 

$

3,410

 

 

 

 

Three Months Ended July 31

 

2006

 

North America

 

Europe

 

Asia Pacific

 

China

 

Eliminations

 

Consolidation

 

Net sales

 

$

65,847

 

$

33,827

 

$

12,319

 

$

7,383

 

$

 

$

119,376

 

Transfers between areas

 

6,510

 

432

 

76

 

1,704

 

(8,722

)

 

Net sales and transfers

 

$

72,357

 

$

34,259

 

$

12,395

 

$

9,087

 

$

(8,722

)

$

119,376

 

Gross profit

 

$

26,081

 

$

6,273

 

$

2,979

 

$

3,020

 

 

 

$

38,353

 

Selling and administrative

 

11,503

 

5,548

 

2,130

 

716

 

 

 

19,897

 

Loss (gain) on disposition of assets, net

 

5

 

45

 

(6

)

1

 

 

 

45

 

Amortization

 

89

 

208

 

 

8

 

 

 

305

 

Operating income (loss)

 

$

14,484

 

$

472

 

$

855

 

$

2,295

 

 

 

$

18,106

 

Total assets

 

$

208,021

 

$

112,687

 

$

32,326

 

$

28,140

 

 

 

$

381,174

 

Property, plant and equipment, net

 

$

33,951

 

$

35,586

 

$

1,501

 

$

5,414

 

 

 

$

76,452

 

Capital expenditures

 

$

1,724

 

$

645

 

$

73

 

$

555

 

 

 

$

2,997

 

Depreciation expense

 

$

2,065

 

$

1,162

 

$

108

 

$

70

 

 

 

$

3,405

 

 

 

 

Six Months Ended July 31

 

2007

 

North America

 

Europe

 

Asia Pacific

 

China

 

Eliminations

 

Consolidation

 

Net sales

 

$

145,951

 

$

85,022

 

$

28,886

 

$

18,824

 

$

 

$

278,683

 

Transfers between areas

 

16,903

 

697

 

98

 

6,559

 

(24,257

)

 

Net sales and transfers

 

$

162,854

 

$

85,719

 

$

28,984

 

$

25,383

 

$

(24,257

)

$

278,683

 

Gross profit

 

$

57,197

 

$

15,529

 

$

7,179

 

$

8,610

 

 

 

$

88,515

 

Selling and administrative

 

24,541

 

12,749

 

4,101

 

1,795

 

 

 

43,186

 

Loss (gain) on disposition of assets, net

 

(1,194

)

8

 

(17

)

31

 

 

 

(1,172

)

Amortization

 

1,227

 

414

 

 

1

 

 

 

1,642

 

Insurance litigation recovery, net

 

(15,977

)

 

 

 

 

 

(15,977

)

Operating income

 

$

48,600

 

$

2,358

 

$

3,095

 

$

6,783

 

 

 

$

60,836

 

Capital expenditures

 

$

3,501

 

$

1,361

 

$

449

 

$

3,795

 

 

 

$

9,106

 

Depreciation expense

 

$

3,650

 

$

2,460

 

$

197

 

$

582

 

 

 

$

6,889

 

 

 

 

Six Months Ended July 31

 

2006

 

North America

 

Europe

 

Asia Pacific

 

China

 

Eliminations

 

Consolidation

 

Net sales

 

$

132,462

 

$

67,048

 

$

23,456

 

$

14,184

 

$

 

$

237,150

 

Transfers between areas

 

12,504

 

837

 

168

 

3,371

 

(16,880

)

 

Net sales and transfers

 

$

144,966

 

$

67,885

 

$

23,624

 

$

17,555

 

$

(16,880

)

$

237,150

 

Gross profit

 

$

52,039

 

$

11,617

 

$

5,728

 

$

5,658

 

 

 

$

75,042

 

Selling and administrative

 

22,971

 

11,400

 

4,078

 

1,300

 

 

 

39,749

 

Loss (gain) on disposition of assets, net

 

9

 

(617

)

(10

)

1

 

 

 

(617

)

Amortization

 

178

 

415

 

 

14

 

 

 

607

 

Operating income

 

$

28,881

 

$

419

 

$

1,660

 

$

4,343

 

 

 

$

35,303

 

Capital expenditures

 

$

3,727

 

$

992

 

$

144

 

$

1,385

 

 

 

$

6,248

 

Depreciation expense

 

$

4,106

 

$

2,433

 

$

212

 

$

136

 

 

 

$

6,887

 

 

9




Note 4—Inventories

Inventories stated at the lower of average cost or market are presented below by major class (in thousands).

 

July 31

 

January 31

 

 

 

2007

 

2007

 

Finished goods and components

 

$

43,806

 

$

36,716

 

Work in process

 

739

 

399

 

Raw materials

 

26,892

 

21,165

 

 

 

$

71,437

 

$

58,280

 

 

Note 5—Goodwill

During the six months ended July 31, 2007, goodwill increased $7.6 million due to acquisitions.  The remaining difference in the amount of goodwill between July 31, 2007 and January 31, 2007 related to fluctuations in foreign currencies. We have no goodwill recorded in China. The following table provides a breakdown of goodwill by geographic region (in thousands):

 

July 31

 

January 31

 

 

 

2007

 

2007

 

North America

 

$

100,011

 

$

85,903

 

Europe

 

11,100

 

10,598

 

Asia Pacific

 

2,979

 

2,997

 

 

 

$

114,090

 

$

99,498

 

 

Note 6—Share-Based Compensation Plans

We have granted three types of share-based awards, stock appreciation rights (SARS), restricted stock and stock options under our share-based compensation plans to officers, key managers and directors.  The grant prices for SARS and in the past stock options are established by our Board of Directors’ Compensation Committee at the time the awards are granted.  We issue new common shares upon the exercise of all awards.

SARS provide the holder the right to receive an amount, payable in our common shares, equal to the excess of the market value of our common shares on the date of exercise (“intrinsic value”) over the base price at the time the right was granted. The base price may not be less than the market price of our common shares on the date of grant.  All SARS vest ratably over a four year period and have a term of ten years.

 During the second quarter of fiscal 2008, shareholders approved a proposal to amend the SARS plan to permit the issuance of restricted shares of common stock.  Upon the granting of restricted stock, common shares are issued to the recipient, but the shares may not be sold, assigned, transferred, pledged, or disposed of by the recipient until vested.  Regardless of vesting, restricted shares have full voting rights and any dividends declared will be paid to the restricted stock recipient.  Restricted shares vest ratably over a period of three years for officers and four years for directors.  The number of restricted shares issued to directors is based on the market value of our shares on the date of grant.

The amended SARS plan provides for the issuance of a maximum of 750,000 shares of common stock upon the exercise of SARS or issuance of restricted stock.  As of July 31, 2007, a total of 217,000 shares of common stock have been issued under the SARS plan, which includes 42,000 shares of restricted stock, with a grant date fair market value of $73.73 per share.

Stock options provide the holder the right to receive our common shares at an established price.  We have reserved 1,400,000 shares of common stock under our stock option plan. As of July 31, 2007, a total of 1,083,000 shares have been issued upon the exercise of stock options.  No additional stock options can be granted under the terms of the plan.  All outstanding stock options vest ratably over a four year period and have a term of ten years.

10




A summary of the plans’ status at July 31, 2007 together with changes during the six months then ended are presented in the following tables (in thousands, except per share amounts):

 

 

Stock Options

 

Stock Appreciation Rights

 

 

 

Outstanding
Awards

 

Weighted Average
Exercise Price
Per Share

 

Outstanding
Awards

 

Weighted Average
Exercise Price
Per Share

 

 

 

 

 

 

 

 

 

 

 

Balance at January 31, 2007

 

570

 

$

13.79

 

1,031

 

$

31.56

 

Granted

 

 

 

66

 

73.73

 

Exercised

 

(276

)

14.02

 

(170

)

29.87

 

Forfeited

 

(6

)

19.86

 

(79

)

33.93

 

 

 

 

 

 

 

 

 

 

 

Balance at July 31, 2007

 

288

 

$

13.43

 

848

 

$

34.96

 

 

We calculate share-based compensation cost for SARS and stock options using the Black-Scholes option pricing model.  The range of assumptions used to compute share-based compensation are as follows:

 

Granted in

 

Granted Prior to

 

 

 

Fiscal 2008

 

Fiscal 2008

 

 

 

 

 

 

 

Risk-free interest rate

 

5.1

%

2.3 - 5.0%

 

Expected volatility

 

41

%

40 - 42%

 

Expected dividend yield

 

1.0

%

1.1 - 2.8%

 

Expected life (in years)

 

7

 

5 - 6

 

Weighted average fair value at date of grant

 

$

33.31

 

$

4.16 - 17.86

 

 

We calculate share-based compensation cost for restricted stock by multiplying the fair market value of our common shares on the grant date by the number of restricted shares expected to vest.  The restricted stock share-based compensation is expensed ratably over the applicable vesting period.

As of July 31, 2007, there was $11.6 million of total unrecognized compensation cost related to nonvested share-based compensation awards granted under the Plans, which is expected to be recognized over a weighted average period of 2.7 years. The following table represents as of July 31, 2007 the share-based compensation costs to be recognized in future periods (in thousands) for awards granted to date:

Fiscal Year

 

Amount

 

2008*

 

$

2,602

 

2009

 

4,563

 

2010

 

3,057

 

2011

 

1,157

 

2012

 

198

 

 

 

$

11,577

 

 


*Represents last six months of fiscal 2008.

11




Note 7—Commitments and Contingencies

Environmental Matters

We are subject to environmental laws and regulations, which include obligations to remove or mitigate environmental effects of past disposal and release of certain wastes and substances at various sites. We record liabilities for affected sites when environmental assessments indicate probable cleanup and the costs can be reasonably estimated. Other than for costs of assessments themselves, the timing and amount of these liabilities is determined based on the estimated costs of remediation activities and our commitment to a formal plan of action, such as an approved remediation plan.  The reliability and precision of the loss estimates are affected by numerous factors, such as different stages of site evaluation and reevaluation of the degree of remediation required. We adjust our liabilities as new remediation requirements are defined, as information becomes available permitting reasonable estimates to be made and to reflect new and changing facts.

It is reasonably possible that changes in estimates will occur in the near term and the related adjustments to environmental liabilities may have a material impact on our net income. Unasserted claims are not currently reflected in our environmental remediation liabilities. It is also reasonably possible that these claims may also have a material impact on our net income if asserted. We cannot estimate at this time the amount of any additional loss or range of loss that is reasonably possible.

Our specific environmental matters consist of the following:

Fairview, Oregon

In 1996, the Oregon Department of Environmental Quality issued two Records of Decision affecting our Fairview, Oregon manufacturing facility. The Records of Decision required us to initiate remedial activities related to the cleanup of groundwater contamination at and near the facility. Remediation activities have been conducted since 1996 and current estimates provide for some level of activity to continue through 2019. Costs of certain remediation activities at the facility are shared with The Boeing Company, with Cascade paying 70% of these costs. The recorded liability for ongoing remediation activities at our Fairview facility was $5.3 million and $5.9 million at July 31, 2007 and January 31, 2007, respectively.

Springfield, Ohio

In 1994, we entered into a consent order with the Ohio Environmental Protection Agency, which required the installation of remediation systems for the cleanup of groundwater contamination at our Springfield, Ohio facility. The current estimate is that the remediation activities will continue through 2013. The recorded liability for ongoing remediation activities in Springfield was $909,000 at July 31, 2007 and $1.0 million at January 31, 2007.

Insurance Litigation

On April 9, 2007, we entered into a settlement agreement with Employers Reinsurance Corporation with respect to litigation to recover various expenses incurred in connection with environmental and related proceedings.  The recovery from the settlement, recorded during the three months ended April 30, 2007, was $16.0 million, net of expenses.  In connection with the settlement, we released all rights we might have under insurance policies issued by Employers Reinsurance Corporation and certain related entities.  This concluded all litigation against our insurance companies with regard to environmental matters.

Legal Proceedings

We are subject to legal proceedings, claims and litigation, in addition to the environmental matters previously discussed, arising in the ordinary course of business. While the outcome of these matters is currently not determinable, management does not expect the ultimate costs to be material to our consolidated financial position, result of operations, or cash flows.

12




Note 8—Earnings Per Share

The following table presents the calculation of basic and diluted earnings per share (in thousands, except per share amounts):

 

Three Months Ended July 31

 

Six Months Ended July 31

 

 

 

2007

 

2006

 

2007

 

2006

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

Net income

 

$

15,144

 

$

11,923

 

$

38,940

 

$

22,957

 

Weighted average shares of common stock outstanding

 

11,930

 

12,569

 

11,948

 

12,555

 

 

 

$

1.27

 

$

0.95

 

$

3.26

 

$

1.83

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

Net income

 

$

15,144

 

$

11,923

 

$

38,940

 

$

22,957

 

Weighted average shares of common stock outstanding

 

11,930

 

12,569

 

11,948

 

12,555

 

Dilutive effect of stock options and stock appreciation rights

 

549

 

505

 

565

 

578

 

Diluted weighted average shares of common stock outstanding

 

12,479

 

13,074

 

12,513

 

13,133

 

 

 

$

1.21

 

$

0.91

 

$

3.11

 

$

1.75

 

 

Basic earnings per share is based on the weighted average number of common shares outstanding for the period. Diluted weighted average common shares includes the incremental shares that would be issued upon the assumed exercise of stock options and stock appreciation rights and the amount of unvested restricted stock.  Unexercised SARs totaling 66,000 awards were excluded from the fiscal 2008 three months and six months calculations of diluted earnings per share because they were antidilutive.  Unvested restricted stock totaling 42,000 shares was excluded from the fiscal 2008 six months calculation of diluted earnings per share because they were antidilutive.  All stock options are included in our calculation of incremental shares because they are dilutive.

13




Note 9—Supplemental Cash Flow Information

The following table presents information that supplements the consolidated statements of cash flow (in thousands):

 

For the Six Months Ended July 31

 

 

 

2007

 

2006

 

Cash paid during the period for:

 

 

 

 

 

Interest

 

$

1,915

 

$

1,016

 

Income taxes

 

$

16,664

 

$

15,862

 

 

 

 

 

 

 

Supplemental disclosure of investing activities:

 

 

 

 

 

Business acquisitions:

 

 

 

 

 

Accounts receivable and other assets

 

$

871

 

$

 

Inventories

 

818

 

 

Property, plant and equipment

 

296

 

 

Intangible asset - customer relationships

 

5,400

 

 

Intangible asset - intellectual property and other

 

1,900

 

 

Goodwill

 

6,478

 

 

Accounts payable and other liabilities assumed

 

(708

)

 

Notes payable assumed

 

(931

)

 

Deferred income tax liability

 

(2,659

)

 

Net cash paid for acquisitions

 

$

11,465

 

$

 

 

14




Note 10—Benefit Plans

The following table represents the net periodic cost related to our defined benefit plans in England and France and our postretirement health benefit plan in the United States (in thousands):

 

 

Defined Benefit

 

Postretirement Benefit

 

 

 

Three Months Ended July 31

 

Three Months Ended July 31

 

 

 

2007

 

2006

 

2007

 

2006

 

Net periodic benefit cost:

 

 

 

 

 

 

 

 

 

Service cost

 

$

15

 

$

22

 

$

30

 

$

34

 

Interest cost

 

131

 

128

 

106

 

114

 

Expected return on plan assets

 

(127

)

(125

)

 

 

Recognized prior service cost

 

 

 

(19

)

(19

)

Recognized net actuarial loss

 

22

 

36

 

48

 

111

 

 

 

$

41

 

$

61

 

$

165

 

$

240

 

 

 

 

Defined Benefit

 

Postretirement Benefit

 

 

 

Six Months Ended July 31

 

Six Months Ended July 31

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Net periodic benefit cost:

 

 

 

 

 

 

 

 

 

Service cost

 

$

29

 

$

43

 

$

60

 

$

68

 

Interest cost

 

260

 

253

 

211

 

228

 

Expected return on plan assets

 

(252

)

(248

)

 

 

Recognized prior service cost

 

 

 

(38

)

(38

)

Recognized net actuarial loss

 

44

 

71

 

96

 

222

 

 

 

$

81

 

$

119

 

$

329

 

$

480

 

 

Note 11—Recent Accounting Pronouncements

FIN 48 - In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48).  This interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes.”

On February 1, 2007, we adopted the provisions of FIN 48 which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  This interpretation also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures.

As of February 1, 2007, our liability for uncertain tax positions was $325,000.  As a result of the implementation of FIN 48, we recognized no material adjustment in the liability for uncertain tax positions.  Our policy is to classify tax-related interest and penalties as income tax expense.

15




We file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Internal Revenue Service is currently examining our U.S. income tax return for fiscal year 2006.  As of February 1, 2007, we remained subject to examination in the following major tax jurisdictions for the tax years as indicated below:

Jurisdiction

 

Open Fiscal Tax Years

United States - federal

 

2003-2006

United States — states

 

2002-2006

Canada

 

1999-2006

China

 

1996-2006

Germany

 

2002-2006

Italy

 

2001-2006

The Netherlands

 

2001-2006

United Kingdom

 

1999-2006

 

SFAS 157 - In September 2006, the FASB issued SFAS No. 157 (SFAS 157), “Fair Value Measurements.” SFAS 157 provides a common definition of fair value, establishes a framework for measuring fair value and expands the related disclosure requirements. Application of SFAS 157 is required for our financial statements for the fiscal year beginning February 1, 2008.  We are currently evaluating the impact of SFAS 157 on our financial statements.

SFAS 158 - In September 2006, the FASB issued SFAS No. 158 (SFAS 158), “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R).”  This statement requires balance sheet recognition of the overfunded or underfunded status of pension and postretirement benefit plans. Under SFAS 158, actuarial gains and losses, prior service costs or credits, and any remaining transition assets or obligations that have not been recognized under previous accounting standards must be recognized in other comprehensive income, net of tax effects, until they are amortized as a component of net periodic benefit cost.  In addition, the measurement date, the date at which plan assets and the benefit obligation are measured, is required to be the company’s fiscal year end. Presently, we use a December 31 measurement date for the postretirement benefit plan, which will change to coincide with our January 31 fiscal year-end date.  As required by SFAS 158, we adopted the balance sheet recognition provision as of January 31, 2007.  The measurement date provision is effective for the fiscal year beginning February 1, 2008.  We are currently evaluating the impact of the measurement date provision of SFAS 158 on our consolidated financial statements.

SFAS 159 – In February 2007, the FASB issued SFAS No. 159 (SFAS 159), “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115.”  SFAS 159 allows companies the choice to measure many financial instruments and certain other items at fair value.  Application of SFAS 159 is required for our financial statements beginning February 1, 2008.  We are currently reviewing the impact of this pronouncement on our consolidated financial statements.

16




Note 12—Warranty Obligations

We record a liability on our consolidated balance sheet for costs related to warranties with the sales of our products. This liability is estimated through historical customer claims, product failure rates, material usage and service delivery costs incurred in correcting a product failure. Our warranty obligations, which are recorded in other accrued expenses on the consolidated balance sheets, were as follows (in thousands):

 

2007

 

2006

 

Balance at January 31

 

$

1,754

 

$

1,665

 

Accruals for warranties issued during the period

 

1,179

 

1,385

 

Accruals for pre-existing warranties

 

 

(29

)

Settlements during the period

 

(1,214

)

(1,285

)

Balance at July 31

 

$

1,719

 

$

1,736

 

 

Note 13—Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in and the components of accumulated other comprehensive income (in thousands):

 

 

Accumulated Other Comprehensive Income (Loss)

 

 

 

Translation 
Adjustment

 

Minimum Pension Liability
Adjustment

 

Total

 

Balance at January 31, 2007

 

$

14,675

 

$

(2,381

)

$

12,294

 

Translation adjustment

 

12,127

 

$

 

12,127

 

Minimum pension/postretirement adjustment

 

 

52

 

52

 

Balance at July 31, 2007

 

$

26,802

 

$

(2,329

)

$

24,473

 

 

Note 14—Gain on Sale of Assets

During the second quarter of fiscal 2008, we recognized a $1.1 million gain on the sale of land in Fairview, Oregon.

During the first quarter of fiscal 2007, we recognized a $715,000 gain on the sale of our manufacturing facility in Hoorn, The Netherlands. We had closed this facility in fiscal 2006.

Note 15—Acquisitions

During the second quarter of fiscal 2008, we purchased 100% of the stock of American Compaction Equipment, Inc., a manufacturer of construction attachments located in San Juan Capistrano, California.  The total purchase price was approximately $11.5 million, net of assumed liabilities.  Results of operations for American Compaction Equipment, Inc. have been included in our consolidated statement of income since the acquisition date of May 1, 2007.  We have not included pro forma financials as though the acquisition had occurred on February 1, 2007, due to materiality.

17




Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our businesses globally manufacture and distribute material handling load engagement products primarily for the lift truck industry and to a lesser extent the construction industry.  We operate in four geographic segments:  North America, Europe, Asia Pacific and China.  All references to fiscal periods are defined as the periods ended July 31, 2006 (fiscal 2007) and the periods ended July 31, 2007 (fiscal 2008).

COMPARISON OF SECOND QUARTER OF FISCAL 2008 AND FISCAL 2007

Executive Summary

 

Three Months Ended July 31

 

 

 

 

 

 

 

2007

 

2006

 

Change

 

Change %

 

 

 

(In thousands except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

143,183

 

$

119,376

 

$

23,807

 

20

%

Operating income

 

$

23,525

 

$

18,106

 

$

5,419

 

30

%

Net income

 

$

15,144

 

$

11,923

 

$

3,221

 

27

%

Diluted earnings per share

 

$

1.21

 

$

0.91

 

$

0.30

 

33

%

 

Higher levels of net sales, operating income and net income in the second quarter of fiscal 2008 as compared to the second quarter of fiscal 2007 are primarily the result of the strength of lift truck markets in Europe, China and Asia Pacific as well as acquisitions in North America over the past year.  Lift truck shipments globally were up 10% over the prior year.  Excluding the impact of foreign currency, net sales increased 17% during the second quarter of fiscal 2008.

In addition, we realized a gain of $1.1 million on the sale of land in Fairview, Oregon during the second quarter of fiscal 2008.  The calculated diluted earnings per share, excluding the land sale gain is $1.16 for the three months ended July 31, 2007 compared to $0.91 in the prior year.  We believe the exclusion of the land sale gain provides a more appropriate comparison with prior year results.  The calculation of diluted earnings per share excluding the land sale gain is as follows (in thousands, except per share amount):

 

Three months ended

 

 

 

July 31, 2007

 

 

 

 

 

Net income as reported

 

$

15,144

 

Less: land sale gain, net of income taxes of $424

 

(714

)

Adjusted net income, excluding land sale gain

 

$

14,430

 

 

 

 

 

Diluted weighted average shares outstanding

 

12,479

 

 

 

 

 

Diluted earnings per share, excluding land sale gain

 

$

1.16

 

 

18




North America

 

Three Months Ended July 31

 

 

 

 

 

 

 

2007

 

%

 

2006

 

%

 

Change

 

Change %

 

 

 

(In thousands)

 

 

 

 

 

Net sales

 

$

74,569

 

90

%

$

65,847

 

91

%

$

8,722

 

13

%

Transfers between areas

 

8,594

 

10

%

6,510

 

9

%

2,084

 

32

%

Net sales and transfers

 

83,163

 

100

%

72,357

 

100

%

10,806

 

15

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

54,122

 

65

%

46,276

 

64

%

7,846

 

17

%

Gross profit

 

29,041

 

35

%

26,081

 

36

%

2,960

 

11

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and administrative

 

12,402

 

15

%

11,503

 

16

%

899

 

8

%

Loss (gain) on disposition of assets, net

 

(1,120

)

(1

)%

5

 

 

(1,125

)

 

Amortization

 

639

 

 

89

 

 

550

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

17,120

 

21

%

$

14,484

 

20

%

$

2,636

 

18

%

 

The following are financial highlights for North America for the second quarter of fiscal 2008:

·                  Higher sales are primarily the result of the acquisitions of Pacific Services & Manufacturing, Inc. and American Compaction Equipment, Inc. made in the fourth quarter of fiscal 2007 and the second quarter of fiscal 2008, respectively.  Excluding sales related to our acquisitions, net sales increased 2%.

·                  North America lift truck industry shipments from fiscal 2007 to fiscal 2008 decreased 4%.  We have found that lift truck industry statistics provide an indication of the direction of our business activity.  However, changes in our net sales do not correspond directly to the percentage changes in lift truck industry shipments.

·                  During the second quarter of fiscal 2008 we realized a gain of $1.1 million on the sale of land in Fairview, Oregon.  Excluding the impact of the land sale gain, operating income increased 10%.

·                  Transfers to other Cascade geographic areas increased 32% during fiscal 2008 compared to fiscal 2007, reflecting increased customer demand globally.

·                  Our gross profit percentage decreased slightly from 36% in fiscal 2007 to 35% in fiscal 2008, due to product mix.

·                  Selling and administrative costs increased 7%, excluding currency changes, mainly due to acquisitions.  As a percentage of net sales and transfers, selling and administrative costs decreased 1% in fiscal 2008 to 15%.

·                  Higher amortization costs in fiscal 2008 relate to the amortization of intangible assets from our acquisitions.

Europe

 

Three Months Ended July 31

 

 

 

 

 

 

 

2007

 

%

 

2006

 

%

 

Change

 

Change %

 

 

 

(In thousands)

 

 

 

 

 

Net sales

 

$

43,418

 

99

%

$

33,827

 

99

%

$

9,591

 

28

%

Transfers between areas

 

373

 

1

%

432

 

1

%

(59

)

(14

)%

Net sales and transfers

 

43,791

 

100

%

34,259

 

100

%

9,532

 

28

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

35,867

 

82

%

27,986

 

82

%

7,881

 

28

%

Gross profit

 

7,924

 

18

%

6,273

 

18

%

1,651

 

26

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and administrative

 

6,523

 

15

%

5,548

 

16

%

975

 

18

%

Loss on disposition of assets, net

 

 

 

45

 

 

(45

)

 

Amortization

 

209

 

 

208

 

1

%

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

1,192

 

3

%

$

472

 

1

%

$

720

 

153

%

 

19




The following are financial highlights for Europe for the second quarter of fiscal 2008:

·                  Net sales increased 21%, excluding currency changes, reflecting a strong European lift truck market.

·                  European lift truck industry shipments increased 20% compared to the prior year.

·                  Our gross profit percentage remained consistent at 18% during fiscal 2008 and fiscal 2007.  We were able to offset material cost increases with better fixed cost absorption due to higher sales and production levels.

·                  Excluding the impact of currency changes, selling and administrative expenses increased 11% in Europe, due to higher selling costs with the increased sales volume and increased marketing activities.  As a percentage of net sales and transfers, selling and administrative costs decreased from 16% in fiscal 2007 to 15% for fiscal 2008.

Asia Pacific

 

Three Months Ended July 31

 

 

 

 

 

 

 

2007

 

%

 

2006

 

%

 

Change

 

Change %

 

 

 

(In thousands)

 

 

 

 

 

Net sales

 

$

15,091

 

100

%

$

12,319

 

99

%

$

2,772

 

23

%

Transfers between areas

 

28

 

 

76

 

1

%

(48

)

(63

)%

Net sales and transfers

 

15,119

 

100

%

12,395

 

100

%

2,724

 

22

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

11,537

 

76

%

9,416

 

76

%

2,121

 

23

%

Gross profit

 

3,582

 

24

%

2,979

 

24

%

603

 

20

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and administrative

 

2,144

 

14

%

2,130

 

17

%

14

 

1

%

Gain on disposition of assets, net

 

(17

)

 

(6

)

 

(11

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

1,455

 

10

%

$

855

 

7

%

$

600

 

70

%

 

The following are financial highlights for Asia Pacific for the second quarter of fiscal 2008:

·                  Excluding currency changes, net sales increased 22% during fiscal 2008 compared to the prior year, reflecting increases in all locations throughout the region.

·                  Lift truck industry shipments in Asia Pacific increased 6% in fiscal 2008.

·                  Selling and administrative costs decreased 1% in fiscal 2008, excluding the impact of currency changes, due to general cost decreases in the current year.

China

 

Three Months Ended July 31

 

 

 

 

 

 

 

2007

 

%

 

2006

 

%

 

Change

 

Change %

 

 

 

(In thousands)

 

 

 

 

 

Net sales

 

$

10,105

 

72

%

$

7,383

 

81

%

$

2,722

 

37

%

Transfers between areas

 

3,890

 

28

%

1,704

 

19

%

2,186

 

128

%

Net sales and transfers

 

13,995

 

100

%

9,087

 

100

%

4,908

 

54

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

9,256

 

66

%

6,067

 

67

%

3,189

 

53

%

Gross profit

 

4,739

 

34

%

3,020

 

33

%

1,719

 

57

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and administrative

 

985

 

7

%

716

 

8

%

269

 

38

%

Loss on disposition of assets, net

 

 

 

1

 

 

(1

)

 

Amortization

 

(4

)

 

8

 

 

(12

)