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# = pounds sterling
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED MAY 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-3085
WYMAN-GORDON COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 04-1992780
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
244 WORCESTER STREET, BOX 8001,
GRAFTON, MASSACHUSETTS 01536-8001
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
508-839-4441
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $1 PAR VALUE
(TITLE OF CLASS)
Indicate by a 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. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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Aggregate market value of the voting stock held by
non-affiliates of the registrant as of July 31, 1999:
$548,112,873
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest
practicable date.
<TABLE>
<CAPTION>
CLASS OUTSTANDING AT JULY 31, 1999
<S> <C>
Common Stock, $1 Par Value 36,098,928 Shares
</TABLE>
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ITEM 1. BUSINESS
THE COMPANY
Wyman-Gordon Company is a leading manufacturer of
high-quality, technologically advanced forging and investment
casting components for the commercial aviation, commercial power
and defense industries. The Company produces metal components to
exacting customer specifications for technically demanding
applications such as jet turbine engines, airframes and
land-based and marine gas turbine engines. The Company also
produces extruded seamless thick wall pipe, made from steel and
other alloys for use primarily in the oil and gas industry and
commercial power generation plants. The Company produces
components for most of the major commercial and United States
defense aerospace programs. The Company's unique combination of
manufacturing facilities and broad range of metallurgical skills
allows it to serve its customers effectively and to lead the
development of new metal technologies for its customers'
applications. Through its Scaled Composites and Scaled
Technology Works subsidiaries, the Company engages in research,
development, engineering and manufacture of composite airframe
structures. In fiscal years 1999 and 1998, the Company's total
revenues were $849.3 million and $752.9 million, respectively.
The Company employs three manufacturing processes: forging,
investment casting and composite production. The Company's
forging process involves heating metal and shaping it through
pressing or extrusion. Forged products represented 77% of the
Company's total revenues in the year ended May 31, 1999. Castings
is a process in which molten metal is poured into molds. Cast
products represented 21% of the Company's total revenues in the
year ended May 31, 1999. The Company's composite business
designs, fabricates and tests composite airframe structures for
the aerospace market. The composite business represented 2% of
the Company's total revenues in fiscal year 1999.
On May 17, 1999, the Company and Precision Castparts Corp.
("PCC") entered into a Merger Agreement pursuant to the terms of
which WGC Acquisition Corp., a wholly owned subsidiary of PCC,
commenced on May 21, 1999 a cash tender offer for all of the
outstanding shares of common stock of the Company at a price of
$20.00 per share. Consummation of the tender offer is subject,
among other things, to the expiration or termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 (the "HSR Act"). PCC and the staff of the Federal
Trade Commission (the "FTC") have agreed that PCC will not
consummate the tender offer until ten calendar days after PCC has
notified the FTC of its intent to complete the transaction. PCC
has also agreed that it will not provide such notice until at
least 3:00 p.m. Eastern Time on August 24, 1999. The agreement
regarding timing is intended to provide additional time for PCC
to negotiate with the FTC.
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As a result, the expiration date of the tender offer has been
extended until midnight, New York City time, on September 10,
1999; provided, however, that if the applicable waiting period
(and any extension thereof) under the HSR Act in respect of the
tender offer is terminated prior to August 31, 1999, the
expiration date of the tender offer will be the date that is ten
business days immediately following public disclosure of the
expiration or termination of the waiting period under the HSR
Act. As of August 20, 1999, approximately 21,873,878 shares of
common stock of the Company had been tendered in the tender
offer. This constitutes approximately 62.6% of the Company's
outstanding shares as of the commencement of the tender offer.
WGC Acquisition Corp. has also made a tender offer for the
Company's outstanding 8% Senior Notes due 2007 and has extended
the Senior Notes tender offer to coincide with the extension of
the tender offer for the Company's common stock.
For further information concerning the tender offer, see the
Company's Schedule 14D-9, Solicitation/Recommendation Statement
Pursuant to the Section 14(d)(4) of the Securities Exchange Act
of 1934 and the amendments to said Schedule 14D-9.
MARKETS AND PRODUCTS
The principal markets served by the Company are aerospace
and energy. Revenue by market for the respective periods were as
follows:
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
MAY 31, 1999 MAY 31, 1998 MAY 31, 1997
% OF % OF % OF
REVENUE TOTAL REVENUE TOTAL REVENUE TOTAL
(000's OMITTED, EXCEPT PERCENTAGES)
<S> <C> <C> <C> <C> <C> <C>
Aerospace $705,763 83% $622,718 83% $475,131 78%
Energy 117,229 14 101,353 13 97,117 16
Other 26,269 3 28,842 4 36,494 6
$849,261 100% $752,913 100% $608,742 100%
</TABLE>
Aerospace Products
Aerospace Turbine Products. The Company manufactures
components from sophisticated titanium and nickel alloys for jet
engines manufactured by General Electric Company ("GE"), the
Pratt & Whitney Division ("Pratt & Whitney") of United
Technologies Corporation ("United Technologies"), Rolls-Royce plc
("Rolls Royce") and CFM International S.A. Such jet engines are
used on substantially all commercial aircraft produced by the
Boeing Company ("Boeing") and Airbus Industrie, S.A. ("Airbus").
The Company's forged engine parts include fan discs, compressor
discs, turbine discs, seals, spacers, shafts, hubs and cases.
Cast engine parts include thrust reversers, valves and fuel
system parts such as combustion chamber swirl guides. Rotating
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parts (which include fan, compressor and turbine discs) must be
manufactured to precise quality specifications. The Company
believes it is the leading producer of these rotating components
for use in large turbine aircraft engines. Jet engines can
produce in excess of 100,000 pounds of thrust and may subject
parts to temperatures reaching 1,350 degrees Fahrenheit.
Components for such extreme conditions therefore require
precision manufacturing and expertise with high-purity titanium
and nickel-based alloys.
Aerospace Structural Products. The Company's airframe
structural components, such as landing gear, bulkheads and wing
spars, are used on every model of airplane manufactured by Boeing
and Airbus. In addition, the Company's structural components are
used on a number of military aircraft and in other
defense-related applications, including the C-17 transport and
the new F-22 fighter being jointly developed by Lockheed Martin
Corporation ("Lockheed") and Boeing. The Company also produces
dynamic rotor forgings for helicopters. The Company's composites
subsidiary, Scaled Composites, located in Mojave, California,
designs, fabricates and tests composite airframe structures made
by layering carbon graphite and other fibers with epoxy resins
for the aerospace market. The Company's subsidiary, Scaled
Technology Works, Montrose, Colorado manufactures airplane
components, principally those designed by Scaled Composites.
Aerospace structural products include wing spars, engine
mounts, struts, landing gear beams, landing gear, wing hinges,
wing and tail flaps, housings, and bulkheads. These parts may be
made of titanium, steel, aluminum and other alloys, as well as
composite materials. Forging is particularly well suited for
airframe parts because of its ability to impart greater strength
per unit of weight to metal than other manufacturing processes.
Investment casting can produce complex shapes to precise,
repeatable dimensions.
The Company has been a major supplier of the beams that
support the main landing gear assemblies on the Boeing 747 for
many years and supplies main landing gear beams for the Boeing
777. The Company forges landing gear and other airframe
structural components for the Boeing 737, 747, 757, 767 and 777,
and the Airbus A321, A330 and A340. The Company produces
structural forgings for the F-15, F-16 and F/A-18 fighter
aircraft and the Black Hawk helicopter produced by Sikorsky
Aircraft Corporation, a subsidiary of United Technologies. The
Company also produces large, one-piece bulkheads for Lockheed and
Boeing for the F-22 fighter.
Energy Products. The Company is a major supplier of extruded
seamless thick wall pipe used in critical piping systems in both
fossil fuel and nuclear commercial power plants worldwide as well
as in oil and gas industry applications. The Company produces
rotating components, such as discs and spacers, and valve
components for land-based steam turbine and gas turbine
generators, and in addition, also manufactures shafts, cases, and
compressor and turbine discs for marine gas engines.
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The Company produces a variety of mechanical and structural
tubular forged products, primarily in the form of extruded
seamless pipe, for the domestic and international energy markets,
which include nuclear and fossil-fueled power plants, co-
generation projects and retrofit and life extension applications.
In recent years the Company has developed several proprietary
products for the energy exploration and power generation
industries including the THOR(R) connector for the weldless
joining of lengths of pipe, double ended upset pipe that
facilitates joining, clad and titanium alloy pipe for corrosive
environments and multiport diverter valves for offshore oil and
gas production. Aluminum, Steel, and titanium products are
manufactured at the Company's Houston, Texas forging facility
where one of the world's largest vertical extrusion presses
extrudes pipe up to 48 inches in diameter and seven inches in
wall thickness and bar stock from six to 32 inches in diameter.
Lengths of pipe and bar stock vary from ten to 45 feet, with a
maximum forged weight of 20 tons. Similar equipment and
capabilities are in operation at the Company's Livingston,
Scotland, and Buffalo, New York, forging facilities.
Additionally, the Houston press extrudes powder billets for use
in aircraft turbine engine forgings.
Other Products. The Company supplies products to builders of
military ordnance. Examples of forged products include steel
casings for bombs and rockets. For naval defense applications,
the Company supplies components for propulsion systems for
nuclear submarines and aircraft carriers as well as pump, valve,
structural and non-nuclear propulsion forgings. The Company also
extrudes powders for other alloy powder manufacturers.
Through its investment casting operations, which utilize a
process of pouring molten metal into a mold, the Company
manufactures products for commercial applications such as food
processing, semiconductor manufacturing, diesel turbochargers and
sporting equipment. The Company is actively seeking to identify
alternative applications for its capabilities, such as in the
automotive and other commercial markets. In this regard, the
Company recently established a facility in Mexicali, Mexico for
the production of nickel and titanium aluminide turbocharger
wheels for Allied Signal Corporation.
CUSTOMERS
The Company has approximately 290 active customers that
purchase forgings, approximately 825 active customers that
purchase investment castings and approximately 25 active
customers that purchase composite structures. The Company's
principal customers are similar across all of these production
processes. Five customers accounted for 49%, 51% and 48% of the
Company's revenues for the years ended May 31, 1999, 1998 and
1997, respectively. GE and United Technologies (primarily Pratt &
Whitney and Sikorsky) have currently or historically each
accounted for 10% or more of revenues for the years ended May 31,
1999, 1998 and 1997.
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<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
MAY 31, 1999 MAY 31, 1998 MAY 31, 1997
% OF % OF % OF
REVENUE TOTAL REVENUE TOTAL REVENUE TOTAL
(000's OMITTED, EXCEPT PERCENTAGES)
<S> <C> <C> <C> <C> <C> <C>
GE $213,598 25% $169,894 23% $156,764 26%
United
Technologies (1) (1) 76,786 10 60,921 10
</TABLE>
[FN]
(1) Revenues for the year ended May 31, 1999 were less than 10%.
</FN>
Boeing and Rolls-Royce are also significant customers of the
Company. Because of the relatively small number of customers for
some of the Company's principal products, those customers
exercise significant influence over the Company's prices and
other terms of trade.
The Company has become actively involved with its aerospace
customers through supply chain management initiatives, joint
development relationships and cooperative research and
development, engineering, quality control, just-in-time inventory
control and computerized design programs. The Company believes
that greater involvement in the design and development of
components for its customers' products will result in significant
efficiencies and will allow the Company to better serve its
customers.
MARKETING AND SALES
The Company markets its products principally through its own
sales engineers and makes only limited use of independent
manufacturers' representatives. Substantially all sales are made
directly to original equipment manufacturers.
The Company's sales are not subject to significant seasonal
fluctuations.
A substantial portion of the Company's revenues are derived
from long-term, fixed-price agreements ("LTAs") 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 has increased its
efforts to obtain LTAs with customers which contain price
adjustments that would compensate the Company for increased raw
material costs. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Impact of
Inflation."
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BACKLOG
The Company's firm backlog includes the sales prices of all
undelivered units covered by customers' orders for which the
Company has production authorization. The Company's firm backlog
in the various markets served by the Company has been as follows:
<TABLE>
<CAPTION>
MAY 31, 1999 MAY 31, 1998 MAY 31, 1997
% OF % OF % OF
BACKLOG TOTAL BACKLOG TOTAL BACKLOG TOTAL
(000's OMITTED, EXCEPT PERCENTAGES)
<S> <C> <C> <C> <C> <C> <C>
Aerospace $643,468 87% $ 908,633 88% $767,989 86%
Energy 64,240 9 94,314 9 99,172 11
Other 27,082 4 27,145 3 28,664 3
$734,790 100% $1,030,092 100% $895,825 100%
</TABLE>
At May 31, 1999, approximately $555.6 million of total firm
backlog was scheduled to be shipped within one year (compared to
$716.8 million at May 31, 1998 and $671.6 million at May 31,
1997) and the remainder in subsequent years. Sales during any
period include sales that were not part of backlog at the end
of the prior period. Customer orders in firm backlog are subject
to rescheduling or termination for customer convenience and as a
result of market fluctuations in the commercial aerospace
industry. However, in certain cases, the Company is entitled to
an adjustment in contract amounts. Because of the cyclical nature
of order entry experienced by the Company and its dependence on
the aerospace industry, there can be no assurance that order
entry will continue at current levels or that current firm
purchase orders will not be canceled or delayed. Accordingly, the
Company's backlog is not necessarily indicative of the Company's
revenues for any future period or periods.
MANUFACTURING PROCESSES
The Company employs three manufacturing processes: forging,
investment casting and composites production.
Forging
The Company's forging process involves heating metal and
shaping it through pressing or extrusion. The Company forges
titanium and steel alloys, as well as high temperature nickel
alloys. Forging is conducted on hydraulic presses with capacities
ranging up to 55,000 tons. The Company believes that it is the
leading producer of rotating components for use in turbine
aircraft engines. These parts are forged from purchased ingots
which are converted to billet in the Company's cogging presses
and from alloy metal powders (primarily nickel alloys) which are
produced, consolidated and extruded into billet entirely at the
Company's facilities.
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The Company manufactures its forgings at its facilities in
Grafton and Worcester, Massachusetts; Houston, Texas; Buffalo,
New York; and Livingston, Scotland. The Company also operates an
alloy powder metal facility in Brighton, Michigan and vacuum
remelting facilities in Houston, Texas which produce steel and
nickel alloy ingots. The Company has eight large closed die
hydraulic forging presses rated as follows: 18,000 tons, 35,000
tons and 50,000 tons in Grafton Massachusetts; 20,000 tons,
29,000 tons and 35,000 tons in Houston, Texas; 12,000 tons in
Buffalo, New York and 9,000 tons, 14,000 tons and 30,000 tons in
Livingston, Scotland. The 35,000 ton vertical extrusion press in
Houston can also be operated as a 55,000 ton hydraulic forging
press. The Company also operates two open die cogging presses
used to convert ingot into billet rated at 2,000 tons and 1,375
tons at its Grafton, Massachusetts location. The Company produces
isothermal forgings on its forging press rated at 8,000 tons at
its Worcester, Massachusetts location.
The Company employs the following five forging processes:
- Open-Die Forging. In this process, the metal is pressed
between dies that never completely surround the metal,
thus allowing the metal to be observed during the
process. Typically, open-die forging is used to create
relatively simple, preliminary shapes to be further
processed by closed die forging.
- Closed-Die Forging. Closed-die forging involves pressing
heated metal into the required shapes and size determined
by machined impressions in specially prepared dies which
completely surround the metal. In hot-die forging, both
titanium and nickel alloys can be forged using this
process, in which the dies are heated to a temperature of
approximately 1300 degrees Fahrenheit. This process
allows metal to flow more easily within the die cavity
which produces forgings with superior surface finish,
metallurgical structures with tighter tolerances and
enhanced repeatability of the part shape.
- Conventional/Multi-Ram. The closed-die, multi-ram
process utilized on the Company's 30,000 and 20,000 ton
presses enables the Company to produce extremely complex
forgings such as valve bodies with multiple cavities in a
single heating and pressing cycle. Dies may be split
either on a vertical or a horizontal plane and shaped
punches may be operated by side rams, piercing rams, or
both. Multi-ram forging enables the Company to produce a
wide variety of shapes, sizes and configurations. The
process also optimizes grain flow and uniformity of
deformation and reduces machining requirements.
- Isothermal Forging. Isothermal forging is a closed-die
process in which the dies are heated to the same
temperature as the metal being forged, typically in
excess of 1,900 degrees Fahrenheit. The forged material
typically consists of nickel alloy powders. Because of
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the high die temperatures necessary for forming these
alloys, the dies are made of refractory metals, typically
molybdenum, so that the die retains its strength and
shape during the forging process. Because the dies may
oxidize at these elevated temperatures, the forging
process is carried on in a vacuum or inert gas
atmosphere. The Company's isothermal press also allows it
to produce near-net shape components (requiring less
machining by the customer) made from titanium alloys,
which can be an important competitive advantage in times
of high titanium prices. The Company carries on this
process in its 8,000 ton isothermal press.
- Extrusion. The Company's 35,000 ton vertical extrusion
press is one of the largest and most advanced extrusion
presses in the world. Extrusions are produced for
applications in the oil and gas industry, including
tension leg platforms, riser systems and production
manifolds. The extrusion process is facilitated by
manipulators capable of handling work pieces weighing up
to 20 tons, rotary hearth furnaces and a 14,000 ton
blocking press. The Company's extrusion press is capable
of producing thick wall seamless pipe with outside
diameters up to 48 inches and wall thicknesses from 1/2
inch up to seven inches. Solid extrusions can be
manufactured from six to 32 inches in diameter. Typical
lengths vary from ten to 45 feet. Powder materials can
also be compacted and extruded into forging billets
utilizing this press. The 30,000 ton press in Livingston,
Scotland has similar extrusion capabilities in addition
to its multi-ram forging capabilities. The 12,000 ton
press in Buffalo, New York is capable of producing
seamless pipe with outside diameters up to 20 inches and
wall thicknesses from 3/8 inches up to three inches.
Metal Production. The Company's Brighton, Michigan powder
metal facility has the capability to atomize, process, and
consolidate (by hot isostatic pressing) alloy metal powders for
use in aerospace, medical implant, petrochemical, hostile
environment oil and gas drilling and production, and other
applications. This facility has an annual production capacity of
up to 500,000 pounds of alloy powder. After production of the
powder, the Company consolidates the metal by extrusion using its
35,000 ton press in Houston, and the extruded billets are then
forged into critical jet engine components on the Company's 8,000
ton isothermal press in Worcester, Massachusetts.
The Company's vacuum arc remelting ("VAR") shop in Houston,
Texas has five computer-controlled VAR furnaces which process
electrodes up to 42 inches in diameter that weigh up to 40,000
pounds. The Houston VAR furnaces are used to remelt purchased
electrodes into high purity alloys for internal use. In addition,
the VAR furnaces are used for toll melting. These vacuum
metallurgy techniques provide consistently high levels of purity,
low gas content, and precise control over the solidification
process. This minimizes segregation in complex alloys and results
in improved mechanical properties, as well as hot and cold
workability.
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The Company is in a joint venture with Pratt & Whitney and
certain Australian investors which produces nickel alloy ingots
in Perth, Australia, some of which the Company utilizes as raw
materials for its forging and casting products.
Support Operations. The Company designs its forging dies
and manufactures some of those dies. In designing its dies, the
Company utilizes its customers' drawings and engineers the dies
using CAD/CAM equipment and sophisticated computer models that
simulate metal flow during the forging process. This activity
improves process control and permits the Company to enhance the
metallurgical characteristics of the forging.
At two of its three major forging locations, the Company has
machine shops with computer aided profiling equipment, vertical
turret lathes and other equipment that it employs to shape rough
machine products. The Company also operates rotary and car-bottom
furnaces for heat treatment to enhance the performance
characteristics of the forgings. In fiscal year 1999, the Company
entered into a joint venture in Monterrey, Mexico to machine its
forgings.
Testing. Because the Company's products are for high
performance end uses, rigorous testing is necessary and is
performed internally by Company engineers. Throughout the
manufacturing process, numerous tests and inspections are
performed to insure the final quality of each product;
statistical process control techniques are also applied
throughout the entire manufacturing process. The Company subjects
its products to extensive quality inspection and contract
qualification procedures involving zyglo, chemical etching,
ultrasonic, red dye, hardness, and electrical conductivity
testing facilities.
Investment Castings
The Company's investment castings operations use high-volume
production equipment and both air-melt and vacuum-melt furnaces
to produce a wide variety of complex investment castings.
Castings are made of a range of metal alloys including steel,
aluminum, nickel, titanium and magnesium. The Company's castings
operations are conducted in facilities located in Groton,
Connecticut; Franklin and Tilton, New Hampshire; Carson City,
Nevada; San Leandro, California and Albany, Oregon.
In July 1998, the Company and Titanium Metals Corporation
("TIMET") combined their respective titanium casting operations
in Franklin, New Hampshire and Albany, Oregon into Wyman Gordon
Titanium Castings, LLC, a Delaware limited liability company,
(the "Joint Venture"), 80.1% owned by the Company and 19.9% by
TIMET. The parties have agreed, in general, that the Joint
Venture will be the exclusive means by which they conduct their
titanium castings operations.
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The Company produces its investment castings by the "lost
wax" process, a method developed in China over 5,000 years ago.
The initial step in producing investing castings is to create a
wax form of the ultimate metal part by injecting molten wax into
an aluminum mold, known as a "tool." These tools are produced to
the specifications of the customer and are primarily purchased
from outside die makers, although the Company maintains internal
tool-making capabilities. The wax patterns are then mechanically
coated with a ceramic slurry in a process known as investment.
This forms a ceramic shell which is subsequently air-dried and
hardened under controlled environmental conditions. Next, the wax
inside this shell is melted and removed in a high temperature
steam autoclave and the molten wax is recycled. In the next, or
"foundry" stage, metal is melted in an electric furnace in either
an air or vacuum environment and poured into the ceramic shell.
After cooling, the ceramic shells are removed by vibration,
chipping or various types of water or air blasting. The metal
parts are then cleaned in a high temperature caustic bath,
followed by water rinsing. In the finishing stage, the castings
are finished by grinding and polishing to remove excess metal.
The final product then undergoes a lengthy series of testing
(radiography, fluorescent penetrant, magnetic particle and
dimensional) to ensure quality and consistency.
Composites
The Company's composites subsidiary, Scaled Composites,
located in Mojave, California, designs, fabricates and tests
composite airframe structures made by layering carbon graphite
and other fibers with epoxy resins for the aerospace market.
During fiscal year 1998, the Company completed the construction
of a 120,000-square-foot facility in Montrose, Colorado, where
the Company's subsidiary, Scaled Technology Works, manufactures
airplane components, principally those designed by Scaled
Composites.
OPERATING FACILITIES
The following table sets forth certain information with
respect to the Company's operating facilities at May 31, 1999,
all of which are owned. The Company believes that its operating
facilities are well maintained, are suitable to support the
Company's business and are adequate for the Company's present and
anticipated needs. On average, during the Company's fiscal year
1999, the Company's forging, investment castings and composites
facilities were operating at approximately 78%, 76% and 73% of
their total productive capacity, respectively.
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<TABLE>
<CAPTION>
APPROXIMATE
SQUARE
LOCATION FOOTAGE PRIMARY FUNCTION
<S> <C> <C>
Brighton, Michigan 34,500 Alloy Powder
Production
Grafton, Massachusetts 85,420 Administrative
Offices
Grafton, Massachusetts 843,200 Forging
Houston, Texas 1,283,800 Forging
Livingston, Scotland 405,200 Forging
Millbury, Massachusetts 104,125 Research and
Development
Worcester, Massachusetts 22,300 Forging
Buffalo, New York (2 plants) 235,000 Forging
Carson City, Nevada 55,000 Casting
Franklin, New Hampshire 43,200 Casting
Groton, Connecticut (2 plants) 162,550 Casting
San Leandro, California 60,000 Casting
Tilton, New Hampshire 94,000 Casting
Albany, Oregon 60,400 Casting
Mojave, California 67,000 Composites
Montrose, Colorado 120,000 Composites
</TABLE>
RAW MATERIALS
Raw materials used by the Company in its forgings and
castings include titanium, nickel, steel, aluminum, cobalt,
magnesium and other metallic alloys. The composites operation
uses high strength fibers such as fiberglass or graphite, as well
as materials such as foam and epoxy, to fabricate composite
structures. The major portion of metal requirements for forged
and cast products are purchased from major metal suppliers
producing forging and casting quality material as needed to fill
customer orders. The Company has two or more sources of supply
for all significant raw materials. Its principal suppliers of
nickel alloys include Special Metals Corporation, Allegheny
Teledyne, Inc., and Carpenter Technologies Corporation. Its
principal suppliers of titanium alloys are TIMET, Allegheny
Teledyne, Inc. and RMI Titanium Company. In July 1998, the
Company exchanged certain assets of its Millbury, Massachusetts
titanium vacuum arc remelting facility for certain assets of
TIMET's Albany, Oregon titanium castings business. In connection
with such exchange the Company and TIMET entered into a long term
supply agreement pursuant to which the Company will acquire a
substantial portion of its titanium raw material requirements
from TIMET. The Company's powder metal facility in Brighton,
Michigan produces nickel alloy powder. In addition, the Company
utilizes a portion of the output of its Australian joint venture
for its own use.
-13-
<PAGE>
<PAGE> 14
The titanium and nickel alloys utilized by the Company have
a relatively high dollar value. Accordingly, the Company attempts
to recover and recycle scrap materials such as machine turnings,
forging flash, scrapped forgings, test pieces and casting sprues,
risers and gates.
In the event a customer cancels an order for which material
has been purchased, the Company may, under certain circumstances,
obtain reimbursement from the customer if the material cannot be
diverted to other uses. Costs of material already on hand, along
with any conversion costs incurred, are generally billed to the
customer unless transferable to another order.
Many of the Company's customer contracts have fixed prices
for extended time periods and do not provide complete price
adjustments for changes in the prices of raw materials such as
metals. The Company attempts to reduce its risk with respect to
its customer contracts by procuring long-term contracts with
suppliers of metal alloys, but the Company's supply contracts
typically do not completely insulate the Company from
fluctuations in the prices of raw materials.
ENERGY USAGE
The Company is a large consumer of energy. Energy is
required primarily for heating metals to be forged and melting
metals to be cast, melting of ingots, heat-treating products
after forging and casting, operating forging presses, melting
furnaces, mechanical manipulation and pollution control equipment
and space heating. Supplies of natural gas, oil and electricity
used by the Company have been sufficient and there is no
anticipated shortage for the future. However, significant
increases in the price of or shortages in these energy supplies
may have an adverse impact on the Company's results of
operations.
EMPLOYEES
As of May 31, 1999, the Company had approximately 3,955
employees, of whom 1,039 were executive, administrative,
engineering, research, sales and clerical and 2,916 were
production and craft. Approximately 35% of the production and
craft employees, consisting of employees in the forging business,
are represented by unions. The Company has entered into
collective bargaining agreements with these union employees as
follows:
-14-
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<PAGE> 15
<TABLE>
<CAPTION>
NUMBER OF
EMPLOYEES
COVERED BY
BARGAINING INITIATION EXPIRATION
LOCATION AGREEMENTS DATE DATE
<S> <C> <C> <C>
Grafton and
Worcester,
Massachusetts 471 April 6, 1997 March 24, 2002
Houston, Texas 570 August 10, 1998 August 12, 2001
39 September 28, 1998 September 28, 2001
Livingston,
Scotland 171 December 1, 1998 November 30, 2001
60 February 1, 1999 January 31, 2002
Buffalo,New York 69 June 7, 1999 June 2, 2003
Total 1,380
</TABLE>
The Company believes it has good relations with its
employees, but there can be no assurances that the Company will
not experience a strike or other work stoppage or that acceptable
collective bargaining agreements can be negotiated when the
existing collective bargaining agreements expire.
RESEARCH AND PATENTS
The Company maintains research and development departments
at both Millbury, Massachusetts, and Houston, Texas, which are
engaged in applied research and development work primarily
relating to the Company's forging operations. The Company works
closely with customers, universities and government technical
agencies in developing advanced forging and casting materials and
processes. The Company's castings operations conduct research and
development related to advanced casting materials and processes
at its Groton, Connecticut, and Tilton, New Hampshire,
facilities. The Company's composites operation conducts research
and development related to aerospace composite structures at the
Mojave, California, facility. The Company spent approximately
$2.9 million, $3.3 million and $2.9 million on applied research
and development work during the years ended May 31, 1999, 1998
and 1997, respectively. Although the Company owns patents
covering certain of its processes, the Company does not consider
that these patents are of material importance to the Company's
business as a whole. Most of the Company's products are
manufactured to customer specifications and, consequently, the
Company has few proprietary products.
COMPETITION
Most of the Company's production capabilities are possessed
in varying degrees by other companies in the industry, including
both domestic and foreign manufacturers. Competition in each of
the Company's current product markets is cyclical, intensifying
during upturns and lessening during downturns, but such
cyclicality of competition is especially present in aerospace
structural products markets because of the cyclical nature of the
-15-
<PAGE>
<PAGE> 16
commercial and defense aerospace industries. In the aerospace
turbine products market, the Company's largest competitors are
Ladish Co., Inc., Fortech, S.A. and Thyssen AG. In the aerospace
structural products market, Alcoa Corporation and Schultz Steel
Company are the Company's largest competitors. In the energy
products market, the Company faces mostly international
competition from Mannesmann A.G. and Sumitomo Corporation, among
others. In the aerospace castings products market, Howmet
Corporation and Precision Castparts Corp. are the Company's
largest competitors.
In the future, the Company may face increased competition
from international companies as the Company's customers seek
lower cost sources of supply. International competition in the
forging and casting processes may also increase in the future as
a result of strategic alliances among aircraft prime contractors
and foreign companies, particularly where "offset" or "local
content" requirements create purchase obligations with respect to
products manufactured in or directed to a particular country.
Competition is often intense among the companies currently
involved in the industry. Competitive advantages are afforded to
those with high quality products, low cost manufacturing,
excellent customer service and delivery and engineering and
production expertise. The Company believes that it has strength
in these areas, but there can be no assurance that the Company
can maintain its share of the market for any of its products.
ENVIRONMENTAL REGULATIONS
The Company's operations are subject to extensive, stringent
and changing federal, state and local environmental laws and
regulations, including those regulating the use, handling,
storage, discharge and disposal of hazardous substances and the
remediation of alleged environmental contamination. Accordingly,
the Company is involved from time to time in administrative and
judicial inquiries and proceedings regarding environmental
matters. Nevertheless, the Company believes that compliance with
these laws and regulations will not have a material adverse
effect on the Company's operations as a whole. However, it is not
possible to predict accurately the amount or timing of costs of
any future environmental remediation requirements. The Company
continues to design and implement a system of programs and
facilities for the management of its raw materials, production
processes and industrial waste to promote compliance with
environmental requirements. As of May 31, 1999, aggregate
environmental reserves amounted to $15.5 million, which includes
expected cleanup costs estimated between $4.4 million and $5.4
million upon the eventual sale of the Worcester, Massachusetts
facility, certain environmental issues, including the remediation
of on-site landfills, at the Houston, Texas facility amounting to
approximately $3.0 million, $4.4 million in remediation projects
at the Grafton facility, $0.8 million for remediation at the
Buffalo facility and $1.1 million for various Superfund sites.
There can be no assurance that the actual costs of remediation
will not eventually materially exceed the amount presently
accrued.
-16-
<PAGE>
<PAGE> 17
Pursuant to an agreement entered into with the U.S. Air
Force upon the acquisition of the Grafton facility from the
federal government in 1982, the Company agreed to make
expenditures totaling $20.8 million for environmental management
and remediation at that site, of which $3.3 million remained as
of May 31, 1999. Approximately one-half of the remaining Air
Force projects are capital in nature and the remainder are
covered by existing reserves. These expenditures will not
resolve all of the Company's obligations to federal and state
regulatory authorities, who are not parties to the agreement,
however, and the Company expects to incur an additional amount,
currently estimated at approximately $2.8 million, to comply with
current federal and state environmental requirements governing
the investigation and remediation of contamination at the site.
The Company's Grafton facility was formerly included in the
U.S. Nuclear Regulatory Commission's ("NRC") May 1992 Site
Decommissioning Management Plan ("SDMP") for low-level
radioactive waste as the result of the disposal of magnesium
thorium alloys at the facility in the 1960s and early 1970s under
license from the Atomic Energy Commission. On March 31, 1997, the
NRC informed the Company that jurisdiction for the Grafton site
had been transferred to the Commonwealth of Massachusetts
Department of Public Health (the "DPH") and that the Grafton
facility had been removed from the SDMP. Although it is unknown
what specific remediation and disposal requirements may be
imposed on the Company by the DPH, the Company believes that a
reserve of $1.5 million, included within the $2.8 million noted
above, is sufficient to cover all costs. There can be no
assurance, however, that such reserve will be adequate to cover
any obligations that the DPH may ultimately impose on the
Company.
The Company, together with numerous other parties, has been
named a PRP under the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA") for the cleanup of the
following Superfund sites: Operating Industries, Monterey Park,
California; PSC Resources, Palmer, Massachusetts; the Harvey GRQ
site, Harvey, Illinois; and the Gemme/Fournier site, Leicester,
Massachusetts. The Company believes that a reserve of $1.1
million recorded on its books is sufficient to cover all costs.
At the Gemme/Fournier site, a proposed agreement would
allocate 33% of the cleanup costs to the Company. In September
1995, a consulting firm retained by the PRP group made a
preliminary remediation cost estimate of $1.4 million to $2.8
million. The Company's insurance company is defending the
Company's interests, and the Company believes that any recovery
against the Company would be offset by recovery of insurance
proceeds.
The Company expects to incur between $4.4 and $5.4 million
in cleanup expenses upon the planned sale of its Worcester,
Massachusetts facility to remedy certain contamination discovered
on site. The Massachusetts Department of Environmental Protection
has classified the site as a Tier II site under the Massachusetts
Contingency Plan.
-17-
<PAGE>
<PAGE> 18
PRODUCT LIABILITY EXPOSURE
The Company produces many critical engine and structural
parts for commercial and military aircraft. As a result, the
Company faces an inherent business risk of exposure to product
liability claims. The Company maintains insurance against product
liability claims, but there can be no assurance that such
coverage will continue to be available on terms acceptable to the
Company or that such coverage will be adequate for liabilities
actually incurred. The Company has not experienced any material
loss from product liability claims and believes that its
insurance coverage is adequate to protect it against any claims
to which it may be subject.
LEGAL PROCEEDINGS
In addition to the matters disclosed below, at May 31, 1999,
the Company was involved in certain legal proceedings arising in
the normal course of its business. The Company believes the
outcome of these matters will not have a material adverse effect
on the Company.
On December 22, 1996, a serious industrial accident occurred
at the Houston, Texas, facility of Wyman-Gordon Forgings, Inc.
("WGFI"), a wholly-owned subsidiary of the Company, in which
eight employees were killed, and three employees and several
subcontractor employees were injured.
The Company and WGFI have settled the lawsuits brought by
all decedents' families and other claimants on terms acceptable
to the Company and its insurance carriers. The amounts paid in
settlement of the lawsuits exceeded the Company's available
liability insurance. The Company recorded a charge of $13.8
million in the third quarter of fiscal year 1999 that covered its
share of the costs of defending the lawsuits and funding the
agreed settlements.
On September 25, 1997, the Company received a subpoena from
the United States Department of Justice informing it that the
Department of Defense and other federal agencies had commenced an
investigation with respect to the manufacture and sale of
investment castings at the Company's Tilton, New Hampshire
facility. The Company does not believe that the federal
investigation is likely to result in a material adverse impact on
the Company's financial condition or results of operations,
although no assurance as to the outcome or impact of that
investigation can be given.
ITEM 2. PROPERTIES
The response to ITEM 2. PROPERTIES incorporates by reference
the paragraphs captioned "Facilities" included in ITEM 1.
BUSINESS.
-18-
<PAGE>
<PAGE> 19
ITEM 3. LEGAL PROCEEDINGS
The response to ITEM 3. LEGAL PROCEEDINGS incorporates by
reference the paragraphs captioned "Environmental Regulations"
and "Legal Proceedings" included in ITEM 1. BUSINESS.
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 the year ended May 31, 1999.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Wyman-Gordon Company's common stock, par value $1.00 per
share, is listed on the New York Stock Exchange under the symbol
WYG. The table below lists the quarterly price range per share
for the years ended May 31, 1999 and 1998. The quarterly price
range per share is based on the high and low sales prices. At
May 31, 1999, there were approximately 1,927 holders of record of
the Company's common stock.
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
MAY 31, 1999 MAY 31, 1998
HIGH LOW HIGH LOW
<S> <C> <C> <C> <C>
First quarter $21 1/8 $13 $28 1/4 $23 3/8
Second quarter 16 7/8 11 1/2 30 20 5/8
Third quarter 15 5/8 7 3/8 22 1/8 16 1/2
Fourth quarter 19 5/16 8 1/4 23 1/8 19 3/4
</TABLE>
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth selected financial data and
other operating information of Wyman-Gordon Company. The selected
financial data in the table are derived from the consolidated
financial statements of Wyman-Gordon Company. The data should be
read in conjunction with the consolidated financial statements,
related notes, other financial information and Management's
Discussion and Analysis of Financial Condition and Results of
Operations included herein.
-19-
<PAGE>
<PAGE> 20
<TABLE>
<CAPTION>
YEAR YEAR YEAR
ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31,
1999 1998 1997
(000'S OMITTED, EXCEPT PER-SHARE AMOUNTS)
<S> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA(1):
Revenues $849,261 $ 752,913 $608,742
Gross profit 133,359 115,646 97,634
Other charges(credits)(2) 13,745 (4,900) 23,083
Income (loss) from operations 62,952 68,892 30,322
Net income (loss)(3) 37,028 33,890 50,023
BASIC PER SHARE DATA:
Income (loss) per share
before extraordinary item $ 1.02 $ 1.07 $ 1.40
Net income (loss) per share (3) 1.02 .93 1.40
DILUTED PER SHARE DATA:
Income (loss) per share
before extraordinary item $ 1.01 $ 1.05 $ 1.35
Net income (loss) per share (3) 1.01 .91 1.35
Shares used to compute income
(loss) per share:
Basic 36,149 36,331 35,825
Diluted 36,589 37,357 37,027
BALANCE SHEET DATA (AT END OF
PERIOD(2):
Working capital $230,027 $ 223,764 $166,205
Total assets 581,710 551,610 454,371
Long-term debt 164,338 162,573 96,154
Stockholders' equity 233,762 204,820 164,398
OTHER DATA:
Order backlog (at end of
period) $734,790 $1,030,092 $895,825
</TABLE>
-20-
<PAGE>
<PAGE> 21
<TABLE>
<CAPTION>
YEAR YEAR
ENDED ENDED
MAY 31, MAY 31,
1996 1995
(000'S OMITTED, EXCEPT PER-SHARE AMOUNTS)
<S> <C> <C>
STATEMENT OF OPERATIONS
DATA(1):
Revenues $499,624 $396,639
Gross profit 78,132 49,388
Other charges(credits)(2) 2,717 (710)
Income (loss) from operations 37,699 13,718
Net income (loss)(3) 25,234 1,039
BASIC PER SHARE DATA:
Income (loss) per share
before extraordinary item $ 0.72 $ 0.03
Net income (loss) per share (3) 0.72 0.03
DILUTED PER SHARE DATA:
Income (loss) per share
before extraordinary item $ 0.70 $ 0.03
Net income (loss) per share (3) 0.70 0.03
Shares used to compute income
(loss) per share:
Basic 35,243 34,813
Diluted 36,241 35,148
BALANCE SHEET DATA (AT END OF
PERIOD(2):
Working capital $116,534 $ 93,062
Total assets 375,890 369,064
Long-term debt 90,231 90,308
Stockholders' equity 109,943 80,855
OTHER DATA:
Order backlog (at end of
period) $598,438 $468,721
</TABLE>
[FN]
(1) On April 9, 1998, the Company acquired International
Extruded Products, LLC ("IXP"). The Selected Consolidated
Financial Data include the accounts of IXP from the date of
acquisition. IXP's operating results from April 9, 1998 to
May 31, 1998 are not material to the consolidated statement
of operations for the year ended May 31, 1998.
(2) During the year ended May 31, 1996, the Company provided
$1,900,000 in order to recognize its 25.0% share of the net
losses of its Australian joint venture and to reduce the
carrying value of such joint venture. Additionally, the
Company provided $800,000 to reduce the carrying value of
the cash surrender value of certain company-owned life
insurance policies.
</FN>
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<PAGE>
<PAGE> 22
[FN]
During the year ended May 31, 1997, the Company recorded
other charges of $23,100,000, which included $4,600,000 to
provide for the costs of workforce reductions at the
Company's Grafton, Massachusetts, Forging facility,
$3,400,000 to the write-off and disposal of certain forging
equipment, $2,300,000 to reduce the carrying value and
dispose of certain assets of the Company's titanium castings
operations, $1,200,000 to consolidate the titanium castings
operations, $2,500,000 to reduce the carrying value of the
Australian joint venture, $5,700,000 to reduce the carrying
value of the cash surrender value of certain Company-owned
life insurance policies, $1,900,000 to reduce the carrying
value of a building held for sale and $250,000 to reduce the
carrying value of other assets. Other charges (credits) in
the year ended May 31, 1997 also included a charge of
$1,200,000, net of insurance recovery of $6,900,000, related
to the accident at the Houston, Texas, facility of Wyman-
Gordon Forgings, Inc. in December 1996.
Other charges (credits) in the year ended May 31, 1998
includes a credit of $4,000,000 for the recovery of cash
surrender value of certain company-owned life insurance
policies, a credit of $1,900,000 resulting from the disposal
of a building held for sale and a charge of $1,000,000 to
provide for costs as a result of the six-month shutdown of
the 29,000-ton press at the Company's Houston, Texas,
forging facility.
During the year ended May 31, 1999, the Company recorded
other charges of $13,745,000. Such other charges include a
net charge of $12,955,000 to provide for settlement costs
associated with the Houston industrial accident, $4,700,000
to provide for the costs of Company-wide workforce
reductions, a charge of $1,090,000 to reduce the carrying
value and dispose of certain assets of the Company's
titanium Castings operations and a credit of $5,000,000
resulting from the sale of the operating assets of the
Company's Millbury, Massachusetts vacuum remelting facility
to TIMET.
(3) In the year ended May 31, 1997, net tax benefits of
$25,680,000 were recognized, including a refund of prior
years' income taxes amounting to $19,680,000, plus interest
of $3,484,000, and $6,500,000 related to the expected
realization of net operating losses ("NOLs") in future years
and $10,250,000 related to current NOLs benefit offsetting
$10,750,000 of current income tax expense. The refund
relates to the carryback of tax net operating losses to tax
years 1981, 1984 and 1986 under the applicable provisions of
Internal Revenue Code Section 172(f).
</FN>
-22-
<PAGE>
<PAGE> 23
[FN]
In the year ended May 31, 1998, the Company provided
$16,355,000 for income taxes, net of a tax benefit of
approximately $1,800,000 relating to the utilization of NOLs
carryforwards. In addition, the Company has recorded a
$2,920,000 tax benefit against the extraordinary loss of
$8,112,000 associated with the early extinguishment of the
Company's 10 3/4% Senior Notes.
In the year ended May 31, 1999, the Company provided
$10,467,000 for income taxes, net of a tax benefit of
approximately $6,400,000 associated with the expected
realization of certain tax assets.
</FN>
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<PAGE>
<PAGE> 24
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
YEAR ENDED MAY 31, 1999 ("FISCAL YEAR 1999") COMPARED TO YEAR
ENDED MAY 31, 1998 ("FISCAL YEAR 1998")
OVERVIEW
Total revenues in fiscal year 1999 reached a record $849.3
million, an increase of 12.8% from fiscal year 1998 sales of
$752.9 million. Revenue increases by market in fiscal year 1999
compared to fiscal year 1998 were as follows: a $83.0 million, or
13.3%, increase in aerospace, a $15.9 million, or 15.7%, increase
in energy and a $2.6 million, or 8.9%, decrease in other.
Increased throughput at the Company's Houston, TX and Grafton, MA
facilities attributed to the growth in aerospace and energy
revenues as well as the recent venture with TIMET and the full
year of revenues from the acquisition of IXP in fiscal year 1998.
Earnings before interest, taxes, depreciation, amortization,
other charges and extraordinary items ("EBITDA") in fiscal year
1999 increased to $103.1 million, or 12.1% of revenues compared
to $86.6 million, or 11.5% of revenues in fiscal year 1998.
EBITDA in fiscal year 1999 was negatively affected by the
following: a one-time charge of $5.8 million, or 0.7%, related to
sales commitments under contractual agreements with certain
customers that will result in losses, a $3.1 million, or 0.4%,
impact resulting from production inefficiencies incurred in the
first three months of fiscal year 1999 resulting from the
recommissioning of the Company's 29,000 ton press and
approximately $8.0 million, or 0.9%, primarily relating to
overtime and outsourcing costs associated with reducing overdue
customers orders, fixed costs escalations, and underabsorption in
the Company's energy product line.
EBITDA should not be considered a substitute for net income
as an indicator of operating performance or as an alternative to
cash flow as a measure of liquidity, in each case determined in
accordance with generally accepted accounting principles.
Investors should be aware that EBITDA as reported within may not
be comparable to similarly titled measures presented by other
companies, and comparisons could be misleading unless all
companies and analysts calculate this measure in the same
fashion.
OUTLOOK
The Company expects fiscal year 2000 will see a decline in
revenues by approximately 15% from fiscal year 1999, while
maintaining operating margins approximating fiscal year 1999
levels. The anticipated decline in revenues is attributable to a
downturn in the aerospace cycle, the overall weakness in the oil
and gas industries and the weak Asian economy. Through planned
cost reduction programs and actions taken to align the cost
structure of the Company, it is estimated that EBITDA margins for
fiscal year 2000 will approximate the same levels as that of
fiscal year 1999 although no assurances can be given that the
Company will achieve such EBITDA margins.
-24-
<PAGE>
<PAGE> 25
FINANCIAL RESULTS BY SEGMENT
In fiscal year 1999, the Company adopted Statement No. 131,
"Disclosures about Segments of an Enterprise and Related
Information", which revises reporting and disclosure requirements
for operating segments. The Statement requires that the Company
present segment data based on the way that management organizes
the business within the Company for making operating decisions
and assessing performance. The three segments, based on markets
served, are Aerospace, Energy and Other.
AEROSPACE MARKET
The Aerospace Market segment produces components utilizing
all of the Company's manufacturing disciplines: forging,
investment casting and composites. The parts produced in this
segment are used extensively by the major jet engine
manufacturers and airframe builders within the commercial and
military aircraft industry. A variety of engine parts produced
by the Company include fan discs, compressor discs, turbine
discs, seals, shafts, hubs, reversers and valves. Aerospace
airframe components include landing gear, bulkheads, wing spars,
engine mounts, struts, wing and tail flaps and bulkheads. The
Company produces these components from titanium, nickel, steel,
aluminum and composite materials.
The Aerospace Market segment reported fiscal year 1999
revenues of $705.8 million and EBITDA of $101.1 million. Fiscal
year 1999 revenues increased 13.3% over last year's $622.7
million, and EBITDA as a percentage of sales improved to 14.3% in
fiscal year 1999 from 13.0% in fiscal year 1998. The increase in
aerospace market revenues was the result of an increase in
aerospace turbine sales volume due to significant throughput
improvements on the Company's 29,000 ton press, increased
aerospace structural sales from the joint venture with TIMET and
throughput improvements generated from the reorganization of the
Grafton, MA facility. The higher EBITDA reflected leverage from
the higher sales volume, improved operating performance at the
Grafton, MA facility and improved production efficiencies
resulting from repairs and refurbishment's on the Company's
29,000 ton press in Houston, TX.
ENERGY MARKET
The Company is a major supplier of products used in nuclear
and fossil-fueled commercial power plants, co-generation projects
and retrofit and life extension applications as well as in the
oil and gas industry. Products produced within the energy
product segment include extruded seamless thick wall pipe,
connectors, and valves. The Company produces rotating
components, such as discs and spacers, and valve components for
land-based steam turbine and gas turbine generators.
-25-
<PAGE>
<PAGE> 26
Fiscal year 1999 revenues for the Energy Market segment
totaled $117.2 million, as compared to $101.4 million in fiscal
year 1998, an increase of 15.7%. The segment's EBITDA, however,
saw some deterioration, falling to $10.6 million from last year's
$11.4 million. The Energy Market segment is currently
experiencing the effect of lower oil prices worldwide, which has
dramatically affected sales of oil and gas products both
domestically and internationally. In addition, the weakened
Asian economy has resulted in a reduction in the installation of
power generation systems in that geographical area. The decline
in these markets has not only caused a substantial reduction in
orders, but has also increased competitive pricing pressures,
which adversely affected normal margin opportunities during
fiscal year 1999.
OTHER MARKET
The Company manufacturers a variety of products for defense
related applications. Some of the products produced within this
segment include steel casings for bombs and rockets, components
for propulsion systems for nuclear submarines and aircraft
carriers as well as pump, valve, structural and non-nuclear
propulsion forgings. The Company also manufactures products for
commercial applications such as food processing, semiconductor
manufacturing, diesel turbochargers and sporting equipment.
The Other Market segment revenues decreased to $26.3 million
in fiscal year 1999 compared to $28.8 million in fiscal year
1998, a decrease of 8.9%. EBITDA decreased from $4.8 million in
fiscal year 1998 to $2.6 million in fiscal year 1999. The
decline in revenues was largely due to reduced sales of ordnance
products. EBITDA was unfavorably impacted by the product mix
making up fiscal year 1998 revenues and the decrease in ordnance
revenues and associated margins.
EBITDA benefited from a $1.8 million LIFO credit in fiscal
year 1999. The positive impact primarily affected the aerospace
market segment EBITDA results. There was no LIFO charge (credit)
in fiscal year 1998.
The Company's backlog decreased to $734.8 million at May 31,
1999 from $1,030.1 million at May 31, 1998. This decrease
resulted from the following factors:
1. Reduction in build rates of the Company's engine and
airframe customers due to a downturn in the commercial
aircraft cycle,
2. Inventory reduction programs initiated by certain major
customers, and
3. A decrease in overdue orders to customer delivery dates
as a result of increased capacity from recommissioning
of major presses coupled with reduced bookings.
Of the Company's total current backlog, $555.6 million is
shippable in the next twelve months. The Company believes that it
will be able to fulfill those twelve-month requirements.
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<PAGE>
<PAGE> 27
Selling, general and administrative expenses increased 9.7%
to $56.7 million during fiscal year 1999 from $51.7 million
during fiscal year 1998. Selling, general and administrative
expenses as a percentage of revenues improved to 6.7% in fiscal
year 1999 from 6.9% in fiscal year 1998. Excluding a $3.4
million charge in fiscal year 1998 for compensation expense
associated with the Company's performance share program,
selling, general and administrative expense as a percentage of
revenue increased by 0.3% in fiscal year 1999 compared to fiscal
year 1998. This overall increase as a percentage of revenue was
due primarily to costs associated with the development of the
Company's oil and gas business in its Livingston, Scotland
facility, and development of the Company's composite business in
Montrose, Colorado.
During the year ended May 31, 1999, the Company recorded
other charges of $13.7 million. Such other charges include a net
charge of $13.0 million to provide for settlement costs
associated with the Houston industrial accident, $4.7 million to
provide for the costs of Company-wide workforce reductions, a
charge of $1.1 million to reduce the carrying value and dispose
of certain assets of the Company's titanium castings operations
and a credit of $5.0 million resulting from the sale of the
operating assets of the Company's Millbury, Massachusetts vacuum
remelting facility to TIMET.
During fiscal year 1998, the Company recorded net other
credits of $4.9 million. Such other credits include $1.9 million
resulting from the disposal of a building held for sale and $4.0
million for the recovery of cash surrender value of certain
Company-owned life insurance policies offset by other charges of
$1.0 million to provide for costs as a result of the shutdown of
the 29,000 ton press at the Company's Houston, Texas, forging
facility.
Interest expense increased $1.7 million to $14.2 million in
fiscal year 1999 compared to $12.5 million in fiscal year 1998.
The increase results from a higher average debt level for the
full year in fiscal year 1999 compared to fiscal year 1998 due to
the issuance of $150.0 million of 8% Senior Notes in the third
quarter of fiscal year 1998.
The Company provided $10.5 million for income taxes, net of
a tax benefit of approximately $6.4 million associated with the
expected realization of certain tax assets.
In fiscal year 1999, net income was $37.0 million, or $1.01
per share (diluted). In fiscal year 1998, net income before
extraordinary item was $39.1 million, or $1.05 per share
(diluted), and net income, including extraordinary item, was
$33.9 million, or $.91 per share (diluted). In fiscal year 1998,
the Company recorded an extraordinary charge of $5.2 million, or
$.14 per share (diluted), net of tax, in connection with the
extinguishment of $84.7 million of its 10 3/4% Senior Notes. The
decrease resulted from the items described above.
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<PAGE>
<PAGE> 28
YEAR ENDED MAY 31, 1998 ("FISCAL YEAR 1998") COMPARED TO YEAR
ENDED MAY 31, 1997 ("FISCAL YEAR 1997")
OVERVIEW
The Company's revenue increased 23.7% to $752.9 million in
fiscal year 1998 from $608.7 million in fiscal year 1997. These
revenue increases during fiscal year 1998 as compared to fiscal
year 1997 are reflected by market as follows: a $147.6 million,
or 31.1%, increase in aerospace, a $4.2 million, or 4.4%,
increase in energy and a $7.7 million, or 21.0%, decrease in
other. Revenue growth in the aerospace market was the result of
higher airplane and engine build rates and higher demands for
spares by aerospace engine prime contractors. The increase in
energy revenue was a result of higher shipments of land-based gas
turbine products in fiscal year 1998 compared to fiscal year
1997. The cause of the decrease in other markets is primarily due
to the decline in the titanium golf club head business as the
Company exited this business in fiscal year 1997.
EBITDA increased to $86.6 million from $79.1 million in
fiscal year 1998. EBITDA as a percentage of revenues decreased
to 11.5% from 13.0% in fiscal year 1997. Aerospace market EBITDA
in fiscal year 1998 was negatively affected by the impact of the
Company's 29,000 ton press being taken out of service for repairs
for six months. During the six month period the press was out of
service, the work scheduled on the 29,000 ton press was performed
on alternative presses at a significant increased cost. The
Company has estimated that EBITDA in fiscal year 1998 was
negatively impacted by approximately 2.3% as a result of
underabsorption, inefficiencies and other items, all of which
include extra labor, higher overtime, tooling modifications and
higher scrap and rework costs.
FINANCIAL RESULTS BY SEGMENT
The three segments, based on markets served, are Aerospace,
Energy and Other.
AEROSPACE MARKET
Fiscal year 1998 revenues for the Aerospace Market segment
totaled $622.7 million compared to $475.1 million in fiscal year
1997, an increase of 31.1%. EBITDA increased to $81.2 million in
fiscal year 1998 from $75.0 million in fiscal year 1997. The
growth in revenues was attributable to higher airplane and engine
build rates and higher demands for spares by aerospace engine
prime contractors. Although there were higher shipments to
aerospace customers during fiscal year 1998, the shipments to
aerospace customers were impacted by the Company's 29,000 ton
press being out of service for repairs for six months. In
addition to impacts on revenues, EBITDA was negatively impacted
by the disruption of that press being out of service. EBITDA as
a percentage of sales decreased to 13.0% in fiscal year 1998
compared to 15.8% in fiscal year 1997. Significant costs were
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<PAGE>
<PAGE> 29
incurred in order to meet engine customers' product demands. The
Company incurred production inefficiencies and high levels of
overtime and rework resulting from production of turbine parts on
alternate presses.
ENERGY MARKET
Fiscal year 1998 revenues for the Energy Market segment
totaled $101.4 million, as compared to $97.1 million in fiscal
year 1997, an increase of 4.4%. EBITDA also showed modest growth
to $11.4 million in fiscal year 1998 from $9.6 million in fiscal
year 1997. The growth in revenues was primarily attributable to
higher shipments of land-based gas turbine products in fiscal
year 1998 compared to fiscal year 1997. Improvements in EBITDA
resulted from strong focus on cost management throughout the
year.
OTHER MARKET
The Other Market segment revenues were $28.8 million, a $7.7
million decrease from $36.5 million in fiscal year 1998.
Although revenues decreased, EBITDA grew to $4.8 million, or
16.6% of revenues, compared to $2.8 million, or 7.7% of revenues
in fiscal year 1998. The decline in other market revenues was
primarily due to exiting the cast titanium golf club head
business in fiscal year 1997. EBITDA in fiscal year 1997 was
negatively impacted by price and demand declines within the
titanium golf club head business which accounted for a
significant portion of this segment's revenues. Although
revenues decreased, higher margin parts generated from ordnance
and commercial product sales resulted in a significant
improvement in EBITDA for fiscal year 1998.
There was no LIFO charge (credit) impacting EBITDA in fiscal
year 1998. In fiscal year 1997, EBITDA, primarily impacting the
aerospace market segment, was negatively impacted by a LIFO
charge of $1.6 million.
The Company's backlog increased to $1,030.1 million at May
31, 1998 from $895.8 million at May 31, 1997. This increase
resulted from the following factors:
1. Higher build rates of the Company's engine and airframe
customers,
2. Higher prices for the Company's aerospace products, and
3. An increase in overdue orders to customer delivery
dates as a result of shipping delays at the Company due
to equipment repairs and raw material unavailability.
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<PAGE>
<PAGE> 30
Selling, general and administrative expenses increased 16.8%
to $51.7 million during fiscal year 1998 from $44.2 million
during fiscal year 1997. Selling, general and administrative
expenses as a percentage of revenues improved to 6.9% in fiscal
year 1998 from 7.3% in fiscal year 1997. The improvement as a
percent of revenues was primarily the result of higher revenues.
Although selling, general and administrative expense in fiscal
year 1998 improved, it includes higher costs associated with
relocating employees, development costs associated with the
Company's composite operations and $2.0 million higher
compensation expense, as compared to fiscal year 1997, associated
with the Company's performance share program.
During fiscal year 1998, the Company recorded net other
credits of $4.9 million. Such other credits include $1.9 million
resulting from the disposal of a building held for sale and $4.0
million for the recovery of cash surrender value of certain
Company-owned life insurance policies offset by other charges of
$1.0 million to provide for costs as a result of the shutdown of
the 29,000 ton press at the Company's Houston, Texas, forging
facility.
During fiscal year 1997, the Company recorded other charges
of $23.1 million. Such other charges included $4.6 million to
provide for the costs of workforce reductions at the Company's
Grafton, Massachusetts, facility, $3.4 million to write off and
dispose of certain forging equipment, $2.3 million to reduce the
carrying value and dispose of certain assets of the Company's
titanium castings operations, $1.2 million to consolidate the
titanium castings operations, $2.5 million to recognize the
Company's 25.0% share of the net losses of its Australian joint
venture and to reduce the carrying value of such joint venture,
$0.3 million relating to expenditures for an investment in
another joint venture, $5.7 million to reduce the carrying value
of the cash surrender value of certain Company-owned life
insurance policies and $1.2 million of costs, net of insurance
recovery of $6.9 million, related to the Houston accident and
$1.9 million to reduce the carrying value of the Jackson,
Michigan, facility being held for sale.
As of May 31, 1997, the Company had fully written off its
investment in the Australian joint venture. However, in the
future, the Company may make additional capital contributions to
the Australian joint venture to satisfy its cash or other
requirements and may be required to recognize its share of any
additional losses or may write off such additional capital
contributions. There were no contributions made to the joint
venture in fiscal year 1998.
Interest expense increased $1.7 million to $12.5 million in
fiscal year 1998 compared to $10.8 million in fiscal year 1997.
The increase results primarily from an issuance of $150.0 million
of 8% Senior Notes offset by repayment of $84.7 million of 10
3/4% Senior Notes.
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<PAGE> 31
Miscellaneous, net was an expense of $0.9 million in fiscal
year 1998 as compared to income of $4.8 million in fiscal year
1997. Miscellaneous, net in fiscal year 1998, included a $0.7
million loss on the sale of fixed assets. Miscellaneous, net in
fiscal year 1997 included interest income on a refund of prior
years' income taxes amounting to $3.5 million and a $2.0 million
gain on the sale of fixed assets.
The Company provided $16.4 million for income taxes, net of
a tax benefit of approximately $1.8 million relating to the
utilization of NOL carryforwards. In addition, the Company
recorded a $2.9 million tax benefit against the extraordinary
loss of $8.1 million associated with the early extinguishment of
the Company's 10 3/4% Senior Notes.
Net tax benefits of $25.7 million were recognized in fiscal
year 1997, including a refund of prior years' income taxes
amounting to $19.7 million and $6.5 million related to the
expected realization of NOLs in the future years and $10.3
million related to current NOLs benefit offsetting $10.8 million
of current income tax expense. The refund related to the
carryback of tax net operating losses to tax years 1981, 1984 and
1986 under applicable provisions of Internal Revenue Code Section
172(f).
In fiscal year 1998, net income before extraordinary item
was $39.1 million, or $1.05 per share (diluted), and net income,
including extraordinary item, was $33.9 million, or $.93 per
share (diluted). In fiscal year 1998, the Company recorded an
extraordinary charge of $5.2 million, or $.14 per share
(diluted), net of tax, in connection with the extinguishment of
$84.7 million of its 10 3/4% Senior Notes. In fiscal year 1997,
the Company reported net income of $50.0 million, or $1.40 per
share (diluted). The decrease resulted from the items described
above.
LIQUIDITY AND CAPITAL RESOURCES
The increase in the Company's cash of $9.3 million to $73.9
million at May 31, 1999 from $64.6 million at May 31, 1998
resulted from cash provided by operating activities of $59.8
million, issuance of common stock of $5.2 million in connection
with employee compensation and benefit plans, $6.7 million of
proceeds from the sale of fixed assets, and $0.4 million
generated from other, net investing and financing activities,
offset by capital expenditures of $47.4 million, $13.1 million
repurchase of common stock and $2.3 million payment to Cooper
Industries, Inc. ("Cooper"). The $2.3 million payment to Cooper
was the final payment made in accordance with the Company's
promissory note payable to Cooper under the terms of the Stock
Purchase Agreement with Cooper related to the acquisition of
Cameron Forged Products Company in May 1994.
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<PAGE> 32
The increase in the Company's working capital of $6.2
million to $230.0 million at May 31, 1999 from $223.8 million at
May 31, 1998 resulted primarily from (in millions):
<TABLE>
<CAPTION>
<S> <C>
Net income $37.0
Decrease in:
Long-term restructuring, integration
disposal and environmental (1.9)
Long-term benefit liabilities (2.8)
Deferred taxes and other (0.2)
Other changes in stockholders' equity (0.2)
Pension liability (1.1)
Intangible assets 1.2
Net repurchase of common stock (7.9)
Increase in:
Other assets (2.4)
Long-term debt 1.7
Property, plant and equipment, net (17.2)
Increase in working capital $ 6.2
</TABLE>
As of May 31, 1999, the Company estimated the remaining cash
requirements for the 1999 severance reserves to be $2.9 million,
which the Company expects to spend during fiscal year 2000.
As of May 31, 1999, the Company estimated the remaining cash
requirements for the 1997 restructuring to be $2.5 million, of
which the Company expects to spend approximately $2.2 million
during fiscal year 2000 and $0.3 million thereafter.
The Company spent $1.0 million in fiscal year 1999 for
non-capitalizable environmental projects and has a reserve with
respect to environmental matters of $15.5 million, of which it
expects to spend $1.3 million in fiscal year 2000 and the
remainder in future periods on non-capitalizable environmental
activities.
The Company from time to time expends cash on capital
expenditures for more cost-effective operations, environmental
projects and joint development programs with customers. In fiscal
year 1999, capital expenditures amounted to $47.4 million and are
expected to be approximately $25.0 million in fiscal year 2000.
During fiscal year 1998, the Company issued $150.0 million
of 8% Senior Notes due 2007 under an indenture between the
Company and a bank as trustee. The 8% Senior Notes pay interest
semi-annually in arrears on June 15 and December 15 of each year.
The 8% Senior Notes are general unsecured obligations of the
Company, are non-callable for a five-year period, and are senior
to any future subordinated indebtedness of the Company. Proceeds
from the sale of the 8% Senior Notes were used to repurchase
$84.7 million (94%) of its outstanding 10 3/4% Senior Notes due
2003.
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<PAGE>
<PAGE> 33
The Company's revolving receivables-backed credit facility
(the "Receivables Financing Program") provides the Company with
an aggregate maximum borrowing capacity of $65.0 million (subject
to a borrowing base), with a letter of credit sub-limit of $35.0
million. The term of the Receivables Financing Program is five
years with a renewal option. As of May 31, 1999, the total
availability under the Receivables Financing Program was $65.0
million, there were no borrowings and letters of credit amounting
to $9.8 million were outstanding.
Wyman-Gordon Limited, the Company's subsidiary located in
Livingston, Scotland, entered into a credit agreement ("the U.K.
Credit Agreement") with Clydesdale Bank PLC ("Clydesdale")
effective June 22, 1998. The maximum borrowing capacity under the
U.K. Credit Agreement is #2,000,000 (approximately $3,200,000)
with separate letter of credit and guarantee limits of #1,000,000
(approximately $1,600,000) each. Borrowings bear interest at 1%
over Clydesdale's base rate. In the event that borrowings by way
of overdraft are allowed to exceed the agreed limit, interest on
the excess borrowings will be charged at the rate of 1.5% per
annum over Clydesdale's base rate. The U.K. Credit Agreement is
secured by all present and future assets of Wyman-Gordon Limited
(including without limitation, accounts receivable, inventory,
property, plant and equipment, intellectual property,
intercompany loans, and other real and personal property). The
U.K. Credit Agreement contains covenants representations and
warranties customary for such facilities. There were no
borrowings outstanding at May 31, 1999 or May 31, 1998. At May
31, 1999, and May 31, 1998, Wyman-Gordon Limited had outstanding
#1,069,000 (approximately $1,710,000), and #975,000
(approximately $1,590,000) respectively, of letters of credit or
guarantees under the U.K. Credit Agreement.
The primary sources of liquidity available to the Company to
fund operations and other future expenditures include available
cash ($73.9 million at May 31, 1999), borrowing availability
under the Company's Receivables Financing Program, cash generated
by operations and reductions in working capital requirements
through planned inventory reductions and accounts receivable
management. The Company believes that it has adequate resources
to provide for its operations and the funding of restructuring,
capital and environmental expenditures.
IMPACT OF INFLATION
The Company's earnings may be affected by changes in price
levels and in particular, changes in the price of basic metals.
The Company's contracts generally provide for fixed prices for
finished products with limited protection against cost increases.
The Company would therefore be affected by changes in prices of
the raw materials during the term of any such contract. The
Company attempts to minimize this risk by entering into fixed
price arrangements with raw material suppliers and, where
possible, negotiating price escalators into its customer
contracts to offset a portion of raw material cost increases.
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<PAGE> 34
ACCOUNTING AND TAX MATTERS
Reporting Comprehensive Income: In fiscal year 1999, the
Company adopted Statement No. 130, "Reporting Comprehensive
Income" ("SFAS 130"). This statement establishes standards for
reporting and display of comprehensive income and its components.
The Company has reclassified all years presented to reflect
accumulated other comprehensive income and its components in the
consolidated statements of comprehensive income.
Segment Information: In fiscal year 1999, the Company
adopted Statement No. 131, "Disclosures about Segments of an
Enterprise and Related Information," which revises reporting and
disclosure requirements for operating segments. The Statement
requires that the Company present segment data based on the way
that management organizes the businesses within the Company for
making operating decisions and assessing performance.
Pensions and Other Post Retirement Benefits: In fiscal year
1999, the Company adopted Statement No. 132, "Employers'
Disclosures about Pensions and Other Post Retirement Benefits"
("SFAS 132") which revises disclosures about pension and other
postretirement benefits.
Accounting for Derivative Instruments and Hedging
Activities: In June, 1998, the Financial Accounting Standards
Board issued Statement No. 133 "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). This Statement
requires companies to record derivatives on the balance sheet as
assets and liabilities, measured at fair value. Gains or losses
resulting from changes in the values of those derivatives would
be accounted for depending on the use of the derivative and
whether it qualifies for hedge accounting. SFAS 133 is not
expected to have material impact on the Company's consolidated
financial statements. This Statement is effective for fiscal
years beginning after June 15, 2000. The Company will adopt this
accounting standard as required in fiscal 2001.
YEAR 2000
The Year 2000 computer issue is the result of computer
programs being written using two digits rather than four to
define the applicable year. Any of the computer programs in the
Company's computer systems and plant equipment systems that have
time-sensitive software may recognize a date using "00" as the
year 1900 rather than the year 2000. This could result in a
system failure or miscalculation causing disruptions of
operations, including, among other things, a temporary inability
to process transactions, send invoices or engage in similar
normal business activities.
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<PAGE> 35
The Company's overall Year 2000 project approach and status
is as follows:
<TABLE>
<CAPTION>
ESTIMATED
STATE OF TIMETABLE
DESCRIPTION OF APPROACH COMPLETION FOR COMPLETION
<S> <C> <C>
Computer Systems:
Assess systems for possible
Year 2000 impact 100% Completed
Modify or replace non-compliant
systems 90% September 30, 1999
Test systems with system clocks
set at current date 90% September 30, 1999
Test systems off-line with
system clocks set at various
Year 2000 related critical
dates 90% September 30,1999
Plant Equipment:
Computer-dependent plant
equipment assessment and
compliance procedures
performed 90% October 30, 1999
</TABLE>
The Company has completed a comprehensive inventory of
substantially all computer systems and programs. All hardware
required for stand alone testing of systems has been installed in
order to perform off-line testing for Year 2000 program
compliance. The Company has identified all software supplied by
outside vendors that is not Year 2000 compliant. With respect to
approximately 90% such non-compliant software the Company has
acquired the most recent release and is currently testing such
versions for Year 2000 compliance. All software developed in-house
has been reviewed and necessary modifications are in process.
In addition to assessing the Company's Year 2000 readiness,
the Company has also undertaken an action plan to assess and
monitor the progress of third-party vendors in resolving Year 2000
issues. To date, the Company has generated correspondence to each
of its third-party vendors to assure their Year 2000 readiness.
At this time, correspondence received and communication with the
Company's major suppliers indicates Year 2000 readiness plans are
currently being developed and monitored.
The Company is using both internal and external resources to
reprogram, or replace, and test software for Year 2000
modifications. The Year 2000 project is 90% complete and the
Company anticipates completing the project by October 30, 1999.
Maintenance or modification costs will be expensed as incurred,
while the costs of new information technology will be capitalized
and amortized in accordance with Company policy. The Company
estimates it will cost approximately $1.2 million to make its
computer-dependent plant equipment Year 2000 compliant. The total
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<PAGE>
<PAGE> 36
estimated cost of the Year 2000 computer project, including
software modifications, consultants, replacement costs for
non-compliant systems and internal personnel costs, based on
presently available information, is not material to the financial
operations of the Company and is estimated at approximately $2.0
million. However, if such modifications and conversions are not
made, or are not completed in time, the Year 2000 computer issue
could have a material impact on the operations of the Company.
The Company is currently assessing Year 2000 contingency
plans. The Company has multiple business systems at different
locations. In case of the failure of a system at one location, the
Company's contingency plan is to evaluate the use of an alternate
compliant business system at another location. The Company will
continue to assess possible contingency plan solutions.
The forecast costs and the date on which the Company believes
it will complete its Year 2000 computer modifications are based on
its best estimates, which, in turn, were based on numerous
assumptions of future events, including third-party modification
plans, continued availability of resources and other factors. The
Company cannot be sure that these estimates will be achieved and
actual results could differ materially from those anticipated.
"FORWARD-LOOKING INFORMATION IS SUBJECT TO RISK AND UNCERTAINTY"
Certain statements in Management's Discussion and Analysis of
Financial Condition and Results of Operations contain
"forward-looking" information (as defined in the Private
Securities Litigation Reform Act of 1995). The words "believe,"
"expect," "anticipate," "intend," "estimate," "assume" and other
similar expressions which are predictions of or indicate future
events and trends and which do not relate to historical matters
identify forward-looking statements. In addition, information
concerning raw material prices and availability, customer orders
and pricing, and industry cyclicality and their impact on gross
margins and business trends, as well as liquidity and sales volume
are forward-looking statements. Reliance should not be placed on
forward-looking statements because they involve known and unknown
risks, uncertainties and other factors, which are in some cases
beyond the control of the Company and may cause the actual
results, performance or achievements of the Company to differ
materially from anticipated future results, performance or
achievements expressed or implied by such forward-looking
statements.
Certain factors that might cause such differences include,
but are not limited to, the following: The Company's ability to
successfully negotiate long-term contracts with customers and raw
materials suppliers at favorable prices and other terms acceptable
to the Company, the Company's ability to obtain required raw
materials and to supply its customers on a timely basis and the
cyclicality of the aerospace industry.
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<PAGE>
<PAGE> 37
For further discussion identifying important factors that
could cause actual results to differ materially from those
anticipated in forward-looking statements, see "Business -- The
Company," "Customers," "Marketing and Sales," "Backlog," "Raw
Materials," "Energy Usage," "Employees," "Competition,"
"Environmental Regulations," "Product Liability Exposure" and
"Legal Proceedings".
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
The Company uses derivative financial instruments to limit
exposure to changes in foreign currency exchange rates and
interest rates.
FOREIGN CURRENCY RISK
The Company's subsidiary in Livingston, Scotland enters into
foreign exchange contracts to manage risk on transactions
conducted in foreign currencies. As discussed in the "Commitments
and Contingencies" footnote, the Company had several foreign
currency hedges in place at May 31, 1999 to reduce such exposure.
The potential loss in fair value on such financial instruments
from a hypothetical 10 percent adverse change in quoted foreign
currency exchange rates would not have been material to the
financial position of the Company as of the end of fiscal year
1999 or fiscal year 1998.
INTEREST RATE RISK
As discussed in the "Short-Term and Long-Term Debt" footnote,
the Company was committed to an interest rate swap on a revolving
credit facility at May 31, 1999. If market rates would have
averaged 10 percent higher than actual levels in fiscal year 1999,
the effect on the Company's interest expense and net income, after
considering the effects of the interest swap contract would not
have been material. There were no borrowings under the Company's
WGRC Revolving Credit Facility or the U.K. Credit Agreement during
any period in fiscal years 1999 or 1998. As such, if market rates
would have averaged 10 percent higher than actual levels in fiscal
years 1999 and 1998, there would have been no impact to interest
expense or net income as reported.
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<PAGE>
<PAGE> 38
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF
MANAGEMENT
To the Stockholders of Wyman-Gordon Company:
We have prepared the financial statements included herein
and are responsible for all information and representations
contained therein. The financial statements were prepared in
accordance with generally accepted accounting principles
appropriate in the circumstances, based on our best estimates and
judgements.
Wyman-Gordon maintains accounting and internal control
systems that are designed to provide reasonable assurance that
assets are safeguarded from loss or unauthorized use and to
produce records adequate for preparation of financial
information. These systems are established and monitored in
accordance with written policies that set forth management's
responsibility for proper internal controls and the adequacy of
these controls is subject to continuing independent review by our
external auditors, Ernst & Young LLP.
To assure the effective administration of internal control,
we carefully select and train our employees, develop and
disseminate written policies and procedures and provide
appropriate communication channels. We believe that it is
essential for the Company to conduct its business affairs in
accordance with the highest ethical standards.
The financial statements have been audited by Ernst & Young
LLP, Independent Auditors, in accordance with generally accepted
auditing standards. In connection with their audit, Ernst & Young
LLP has developed an understanding of our accounting and
financial controls, and conducted such tests and related
procedures as it considers necessary to render their opinion on
the financial statements.
The financial data contained in these financial statements
were subject to review by the Audit Committee of the Board of
Directors. The Audit Committee meets periodically during the year
with Ernst & Young LLP and with management to review accounting,
auditing, internal control and financial reporting matters.
We believe that our policies and procedures provide
reasonable assurance that operations are conducted in conformity
with applicable laws and with our commitment to a high standard
of business conduct.
/S/ DAVID P. GRUBER
David P. Gruber
Chairman and Chief Executive
Officer
/S/ DAVID J. SULZBACH
David J. Sulzbach
Vice President, Finance,
Corporate Controller and
Principal Accounting Officer
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<PAGE>
<PAGE> 39
WYMAN-GORDON COMPANY
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
To the Stockholders of Wyman-Gordon Company:
We have audited the accompanying consolidated balance sheets
of Wyman-Gordon Company and subsidiaries as of May 31, 1999 and
1998, and the related consolidated statements of income,
stockholders' equity, cash flows and comprehensive income for
each of the three years in the period ended May 31, 1999. These
consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we plan
and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the 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
consolidated financial position of Wyman-Gordon Company and
subsidiaries at May 31, 1999 and 1998, and the consolidated
results of their operations and their cash flows for each of the
three years in the period ended May 31, 1999 in conformity with
generally accepted accounting principles.
/S/ERNST & YOUNG LLP
Boston, Massachusetts
June 23, 1999
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<PAGE>
<PAGE> 40
WYMAN-GORDON COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
YEAR YEAR YEAR
ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31,
1999 1998 1997
(000'S OMITTED, EXCEPT PER-SHARE DATA)
<S> <C> <C> <C>
Revenue $849,261 $752,913 $608,742
Cost of goods sold 715,902 637,267 511,108
Selling, general and
administrative expenses 56,662 51,654 44,229
Other charges (credits) 13,745 (4,900) 23,083
786,309 684,021 578,420
Income from operations 62,952 68,892 30,322
Other deductions (income):
Interest expense 14,234 12,548 10,822
Miscellaneous, net 1,223 907 (4,843)
15,457 13,455 5,979
Income before income taxes 47,495 55,437 24,343
Provision (benefit) for
income taxes 10,467 16,355 (25,680)
Income before extraordinary item 37,028 39,082 50,023
Extraordinary loss, net of income
tax benefit (Note E) - 5,192 -
Net income $ 37,028 $ 33,890 $ 50,023
Basic net income per share:
Income before extraordinary
item $ 1.02 $ 1.07 $ 1.40
Extraordinary item, net of tax - (.14) -
Net income $ 1.02 $ .93 $ 1.40
Diluted net income per share:
Income before extraordinary
item $ 1.01 $ 1.05 $ 1.35
Extraordinary item, net of tax - (.14) -
Net income $ 1.01 $ .91 $ 1.35
Shares used to compute net income
per share:
Basic 36,149 36,331 35,825
Diluted 36,589 37,357 37,027
</TABLE>
The accompanying Notes to the Consolidated Financial
Statements are an integral part of these financial statements.
-40-
<PAGE>
<PAGE> 41
WYMAN-GORDON COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MAY 31, MAY 31,
1999 1998
(000'S OMITTED)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 73,867 $ 64,561
Accounts receivable 156,042 124,658
Inventories 97,603 133,134
Prepaid expenses 6,768 6,710
Deferred income taxes 6,400 -
Total current assets 340,680 329,063
Property, plant and equipment, net 214,604 197,363
Intangible assets 18,296 19,461
Other assets 8,130 5,723
Total assets $581,710 $551,610
LIABILITIES
Current portion of long-term debt $ 965 $ 3,017
Accounts payable 52,561 51,590
Accrued liabilities and other 57,127 50,692
Total current liabilities 110,653 105,299
Restructuring, integration,
disposal and environmental 15,444 17,314
Long-term debt 164,338 162,573
Pension liability 1,771 2,908
Deferred income taxes and other 13,857 14,066
Postretirement benefits 41,885 44,630
STOCKHOLDERS' EQUITY
Preferred stock, no par value:
Authorized 5,000,000 shares;
none issued - -
Common stock, par value $1.00
per share:
Authorized 70,000,000 shares;
issued 37,052,720 37,053 37,053
Capital in excess of par value 27,360 28,037
Retained earnings 185,875 148,847
Accumulated other comprehensive income 1,267 1,465
Treasury stock, 1,417,737 and 543,077
shares at May 31, 1999 and 1998 (17,793) (10,582)
Total stockholders' equity 233,762 204,820
Total liabilities and
stockholders' equity $581,710 $551,610
</TABLE>
The accompanying Notes to the Consolidated Financial
Statements are an integral part of these financial statements.
-41-
<PAGE>
<PAGE> 42
WYMAN-GORDON COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR YEAR YEAR
ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31,
1999 1998 1997
(000'S OMITTED)
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income $ 37,028 $ 33,890 $ 50,023
Adjustments to reconcile net
income to net cash provided
by operating activities:
Extraordinary loss on debt
retirement - 5,192 -
Depreciation and amortization 27,576 23,473 20,872
Deferred income taxes (6,400) 6,500 (6,500)
Gain on sale of operating assets (5,000) - -
Other charges 9,779 - 19,145
Losses on equity investment - - 2,734
Change in assets and liabilities:
Accounts receivable (31,409) (1,547) (24,430)
Inventories 35,531 (38,219) (27,235)
Prepaid expenses and other assets (2,421) 727 4,754
Accrued restructuring,
integration, disposal and
environmental (4,385) (3,536) (3,950)
Income and other taxes payable 5,804 (123) (5,241)
Accounts payable and accrued
and other liabilities (6,318) (11,931) 17,839
Net cash provided by
operating activities 59,785 14,426 48,011
INVESTING ACTIVITIES:
Investment in acquired
subsidiaries - (15,460) -
Capital expenditures (47,380) (48,017) (34,123)
Proceeds from sale of fixed assets 6,660 869 559
Other, net 716 (221) (921)
Net cash (used) by investing
activities (40,004) (62,829) (34,485)
FINANCING ACTIVITIES:
Payment to Cooper Industries, Inc. (2,300) (2,300) -
Net borrowings (repayments)
of debt (287) 55,463 5,923
Net proceeds from issuance of
common stock 5,214 12,433 7,325
Repurchase of common stock (13,102) (4,603) (4,937)
Net cash provided (used) by
financing activities (10,475) 60,993 8,311
Increase in cash 9,306 12,590 21,837
Cash, beginning of period 64,561 51,971 30,134
Cash, end of period $ 73,867 $ 64,561 $ 51,971
</TABLE>
The accompanying Notes to the Consolidated Financial
Statements are an integral part of these financial statements.
-42-
<PAGE>
<PAGE> 43
WYMAN-GORDON COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
CAPITAL
COMMON STOCK IN
SHARES PAR EXCESS OF RETAINED
ISSUED VALUE PAR VALUE EARNINGS
(000'S OMITTED)
<S> <C> <C> <C> <C>
Balance, May 31, 1996 37,053 $37,053 $33,291 $64,934
Net income 50,023
Stock plans (5,838)
Stock repurchase
Savings/Investment
Plan match 155
Pension equity
adjustment
Currency translation
Balance, May 31, 1997 37,053 37,053 27,608 114,957
Net income 33,890
Stock plans 12
Stock repurchase
Savings/Investment
Plan match 417
Pension equity
adjustment
Currency translation
Balance, May 31, 1998 37,053 37,053 28,037 148,847
Net income 37,028
Stock plans (311)
Stock repurchase
Savings/Investment
Plan match (366)
Pension equity
adjustment
Currency translation
Balance, May 31, 1999 37,053 $37,053 $27,360 $185,875
</TABLE
The accompanying Notes to the Consolidated Financial
Statements are an integral part of these financial statements.
-43-
<PAGE>
<PAGE> 44
WYMAN-GORDON COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
</TABLE>
<TABLE>
<CAPTION>
ACCUMULATED
OTHER
COMPREHENSIVE TREASURY
INCOME STOCK TOTALS
(000'S OMITTED)
<S> <C> <C> <C>
Balance, May 31, 1996 $ 719 $(26,054) $109,943
Net income 50,023
Stock plans 11,106 5,268
Stock repurchase (4,937) (4,937)
Savings/Investment
Plan match 1,902 2,057
Pension equity
adjustment (23) (23)
Currency translation 2,067 2,067
Balance, May 31, 1997 2,763 (17,983) 164,398
Net income 33,890
Stock plans 9,982 9,994
Stock repurchase (4,603) (4,603)
Savings/Investment
Plan match 2,022 2,439
Pension equity
adjustment (901) (901)
Currency translation (397) (397)
Balance, May 31, 1998 1,465 (10,582) 204,820
Net income 37,028
Stock plans 2,973 2,662
Stock repurchase (13,102) (13,102)
Savings/Investment
Plan match 2,918 2,552
Pension equity
adjustment 663 663
Currency translation (861) (861)
Balance, May 31, 1999 $ 1,267 $(17,793) $233,762
</TABLE
The accompanying Notes to the Consolidated Financial
Statements are an integral part of these financial statements.
-44-
<PAGE>
<PAGE> 45
WYMAN-GORDON COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
</TABLE>
<TABLE>
<CAPTION>
YEAR YEAR YEAR
ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31,
1999 1998 1997
(000'S OMITTED)
<S> <C> <C> <C>
Net income $37,028 $33,890 $50,023
Other comprehensive
income (loss):
Minimum pension liability
adjustment 663 (901) (23)
Foreign currency
translation adjustments (861) (397) 2,067
Total other comprehensive
income (loss) (198) (1,298) 2,044
Total comprehensive income $36,830 $32,592 $52,067
</TABLE>
The accompanying Notes to the Consolidated Financial
Statements are an integral part of these financial statements.
-45-
<PAGE>
<PAGE> 46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company is engaged principally in the design,
engineering, production and marketing of high-technology forged
and investment cast metal and composite components used for a
wide variety of aerospace and power generation applications.
The Company maintains its books using a 52/53 week year
ending on the Saturday nearest to May 31. For purposes of the
consolidated financial statements, the year-end is stated at May
31. The years ended May 31, 1999, 1998 and 1997 consisted of 52
weeks.
Principles of Consolidation: The consolidated financial
statements include the accounts of the Company and all
majority-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated.
Revenue Recognition: Sales and income are recognized at the
time products are shipped.
Use of Estimates: The preparation of financial statements
in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect
the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Reclassifications: Where appropriate, prior year amounts
have been reclassified to permit comparison.
Cash and Cash Equivalents: Cash equivalents include
short-term investments with maturities of less than three months
at the time of investment.
Inventories: Inventories are valued at both the lower of
first-in, first-out (FIFO) cost or market, or for certain
forgings raw material and work-in-process inventories, the
last-in, first-out (LIFO) method. On certain orders, usually
involving lengthy raw material procurement and production cycles,
progress payments received from customers are reflected as a
reduction of inventories. Product repair costs are expensed as
incurred.
Long-Term, Fixed Price Contracts: A substantial portion of
the Company's 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. Losses on such
contracts are provided when available information indicates that
the sales price is less than a fully allocated cost projection.
-46-
<PAGE>
<PAGE> 47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Depreciable Assets: Property, plant and equipment,
including significant renewals and betterments, are capitalized
at cost and are depreciated on the straight-line method.
Generally, depreciable lives range from 10 to 20 years for land
improvements, 10 to 40 years for buildings and 5 to 15 years for
machinery and equipment. Tooling production costs are primarily
classified as machinery and equipment and are capitalized at cost
less associated reimbursement from customers and depreciated over
5 years. Depreciation expense amounted to $26,871,000,
$22,835,000 and $20,168,000 in the years ended May 31, 1999, 1998
and 1997, respectively.
Bank Fees: Bank fees and related costs of obtaining credit
facilities are recorded as other assets and amortized over the
term of the facilities.
Net Income per Share: The Company reports earnings per
share in accordance with Statement of Financial Accounting
Standards No. 128, "Earnings per Share" ("SFAS 128"). Basic
per-share data are computed based on the weighted average number
of common shares outstanding during each year. Diluted per-share
data include common stock equivalents related to outstanding
stock options unless their inclusion would be antidilutive.
Concentration of Credit Risk: Financial instruments that
potentially subject the Company to concentration of credit risk
consist primarily of temporary cash investments and trade
receivables. The Company restricts investment of temporary cash
investments to financial institutions with high credit standing.
The Company has approximately 1,140 active customers. However,
the Company's accounts receivable are concentrated with a small
number of Fortune 500 companies with whom the Company has
long-standing relationships. Accordingly, management considers
credit risk to be low. Five customers accounted for 48.6%, 50.5%
and 47.7% of the Company's revenues during the years ended May
31, 1999, 1998 and 1997, respectively.
Currency Translation: For foreign operations, the local
currency is the functional currency. Assets and liabilities are
translated at year-end exchange rates, and statement of income
items are translated at the average exchange rates for the year.
Translation adjustments are reported in accumulated other
comprehensive income as a separate component of stockholders'
equity, which also includes exchange gains and losses on certain
intercompany balances of a long-term investment nature.
Research and Development: Research and development
expenses, including related depreciation, amounted to $2,947,000,
$3,290,000 and $2,895,000 for the years ended May 31, 1999, 1998
and 1997, respectively.
-47-
<PAGE>
<PAGE> 48
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Intangible Assets: Intangible assets consist primarily of
costs of acquired businesses in excess of net assets acquired and
are amortized on a straight line basis over periods up to 35
years. On a periodic basis, the Company estimates the future
undiscounted cash flows of the businesses to which the costs of
acquired businesses in excess of net assets acquired relate in
order to ensure that the carrying value of such intangible asset
has not been impaired.
Accounting for Stock-Based Compensation: The Company has
elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25"), in
accounting for its employee stock option plans because the
alternative fair value accounting provided for under FASB
Statement No. 123, "Accounting for Stock-Based Compensation"
("FAS 123"), requires use of option valuation models that were
not developed for use in valuing employee stock options. Under
APB 25, when the exercise price of the Company's employee stock
options equals the market price of the underlying stock on the
date of grant, no compensation expense is recognized.
Impairment of Long-Lived Assets: The Company adopted
Statement of Financial Accounting Standard No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of" ("SFAS 121"). SFAS 121 prescribes the
accounting for the impairment of long-lived assets that are to be
held and used in the business and similar assets to be disposed
of. The adoption has not had a material effect on earnings or the
financial position of the Company.
Reporting Comprehensive Income: In fiscal year 1999, the
Company adopted Statement No. 130, "Reporting Comprehensive
Income" ("SFAS 130"). This statement establishes standards for
reporting and display of comprehensive income and its components.
The Company has reclassified all years presented to reflect
accumulated other comprehensive income and its components in the
consolidated statements of comprehensive income. The components
that make up accumulated other comprehensive income as of May 31,
1999, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
MAY 31, MAY 31, May 31,
1999 1998 1997
(000's OMITTED)
<S> <C> <C> <C>
Accumulated Pension liability
adjustment $ (315) $ (976) $ (76)
Accumulated foreign currency
translation 1,582 2,441 2,839
Total accumulated other
comprehensive income $1,267 $1,465 $2,763
</TABLE>
-48-
<PAGE>
<PAGE> 49
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
B. ACQUISITIONS
1999
On July 31, 1998, the Company and Titanium Metals
Corporation ("TIMET") combined their respective titanium casting
businesses into a jointly-owned venture. The joint venture,
80.1% owned by Wyman-Gordon and 19.9% owned by TIMET, consists
primarily of Wyman-Gordon's titanium casting business located in
Franklin, New Hampshire, and TIMET's titanium casting business
located in Albany, Oregon. The joint venture produces investment
castings primarily for the aerospace market and seeks to develop
new applications for titanium castings. The joint venture and its
operating results from the date of acquisition are not material
to the consolidated financial statements of the Company.
In connection with the formation of the joint venture,
Wyman-Gordon exchanged the operating assets from its Millbury,
Massachusetts, vacuum arc remelting facility, which produces
titanium ingots for further processing into finished forgings,
for $5.0 million and similar operating assets of TIMET's titanium
casting business, valued at approximately $7.0 million. The
exchange was treated as a nonmonetary exchange of assets, and a
gain was recognized for the cash received. In addition, Wyman-
Gordon and TIMET have entered into a ten-year supply agreement
pursuant to which TIMET will supply a portion of Wyman-Gordon's
requirements for titanium raw materials for its forging and
casting operations.
1998
On April 9, 1998, the Company acquired International
Extruded Products, LLC ("IXP"), a specialty manufacturer of
extruded seamless wall pipe, for approximately $15,460,000. The
acquisition was financed through operating cash. The acquisition
was accounted for as a purchase and the net assets and results of
operations have been included in the consolidated financial
statements since the date of acquisition. The purchase price was
allocated on the basis of the estimated fair market value of the
assets acquired and the liabilities assumed. This acquisition
did not materially impact consolidated results, therefore no
pro forma information is provided.
-49-
<PAGE>
<PAGE> 50
C. BALANCE SHEET INFORMATION
Components of selected captions in the consolidated balance
sheets follow:
<TABLE>
<CAPTION>
MAY 31, MAY 31,
1999 1998
(000'S OMITTED)
<S> <C> <C>
PROPERTY, PLANT AND EQUIPMENT:
Land, buildings and improvements $132,834 $133,401
Machinery and equipment 359,786 330,337
Under construction 23,555 27,065
516,175 490,803
Less: accumulated depreciation 301,571 293,440
$214,604 $197,363
INTANGIBLE ASSETS:
Pension intangible $ 1,387 $ 1,847
Costs in excess of net assets acquired 28,786 28,786
Less: accumulated amortization (11,877) (11,172)
$ 18,296 $ 19,461
OTHER ASSETS:
Cash surrender value of Company-owned
life insurance policies $ 1,170 $ 1,105
Other 6,960 4,618
$ 8,130 $ 5,723
ACCRUED LIABILITIES AND OTHER:
Accrued payroll and benefits $ 13,254 $ 12,520
Restructuring, integration, disposal
and environmental reserves 12,211 5,330
Other 31,662 32,842
$ 57,127 $ 50,692
</TABLE>
D. INVENTORIES
Inventories consisted of the following:
<TABLE>
<CAPTION>
MAY 31, MAY 31,
1999 1998
(000'S OMITTED)
<S> <C> <C>
Raw Material $ 36,849 $ 50,050
Work-in-process 65,654 92,136
Other 3,204 4,221
105,707 146,407
Less progress payments 8,104 13,273
$ 97,603 $133,134
</TABLE>
-50-
<PAGE>
<PAGE> 51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
At May 31, 1999 and 1998 approximately 33% and 38%,
respectively, of inventories are valued at LIFO cost. If all
inventories valued at LIFO cost had been valued at FIFO cost or
market which approximates current replacement cost, inventories
would have been $16,446,000 and $18,262,000 higher than reported
at May 31, 1999 and 1998, respectively.
LIFO inventory quantities decreased in the year ended May
31, 1999. LIFO inventory quantities increased in each of the
years ended May 31, 1998 and 1997, respectively. Inflation and
deflation have negative and positive effects on income from
operations, respectively. The effects of lower quantities and
deflation (inflation) were as follows:
<TABLE>
<CAPTION>
YEAR YEAR YEAR
ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31,
1999 1998 1997
(000'S OMITTED)
<S> <C> <C> <C>
Lower quantities $1,398 $ - $ -
Deflation (inflation) 418 - (1,600)
Net increase (decrease) to income
from operations $1,816 $ - $(1,600)
</TABLE>
E. SHORT-TERM AND LONG-TERM DEBT
Short-term and long-term debt consisted of the following:
<TABLE>
<CAPTION>
MAY 31, MAY 31,
1999 1998
(000'S OMITTED)
<S> <C> <C>
Current portion of long-term debt $ 965 $ 3,017
Long-term debt:
8% Senior Notes $150,000 $150,000
10 3/4% Senior Notes 5,275 5,275
Industrial Revenue Bond 4,800 5,600
Revolving Credit Facility, fixed rate
of 6.48% under a swap agreement at
May 31, 1999, variable rate of 5.7%
(LIBOR plus .75%) at June 2, 1999,
expiring fiscal 2002 4,000 -
Other 263 1,698
Total long-term debt $164,338 $162,573
</TABLE>
-51-
<PAGE>
<PAGE> 52
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
During fiscal year 1998, the Company issued $150,000,000 of
8% Senior Notes due 2007 ("8% Senior Notes") under an indenture
between the Company and a bank as trustee. The 8% Senior Notes
pay interest semi-annually in arrears on June 15 and December 15
of each year. The 8% Senior Notes are general unsecured
obligations of the Company, are non-callable for a five year
period, and are senior to any future subordinated indebtedness of
the Company. Proceeds from the sale of the 8% Senior Notes were
used to repurchase $84,725,000 (94%) of its outstanding 10 3/4%
Senior Notes due 2003 ("10 3/4% Senior Notes").
In conjunction with the extinguishment of the 10 3/4% Senior
Notes, the Company recorded an extraordinary loss, net of income
tax benefit of $2,920,000, amounting to $5,192,000. The
extraordinary after-tax loss relates to (i) the premium related
to the retirement of the 10 3/4% Senior Notes, (ii) the write-off
of certain deferred debt issue expenses and (iii) fees and
expenses paid by the Company with respect to the tender offer for
the 10 3/4% Senior Notes.
The estimated fair value of the combined 8% and 10 3/4%
Senior Notes was $151,952,000 and $157,067,000 at May 31, 1999
and 1998, respectively, based on third party valuations.
During fiscal year 1997, the Company issued an Industrial
Revenue Bond (the "IRB") for the construction of a facility in
Montrose, Colorado amounting to $6,000,000. The IRB bears an
interest rate approximating 3.5%, fluctuating weekly. The fair
value approximates market value. The Company maintains a letter
of credit to collateralize the IRB.
On May 20, 1994, the Company initiated, through a
subsidiary, Wyman-Gordon Receivables Corporation ("WGRC"), a
revolving credit agreement with a group of five banks
("Receivables Financing Program"). WGRC is a separate corporate
entity from Wyman-Gordon Company and its other subsidiaries, with
its own separate creditors. WGRC's business is the purchase of
accounts receivable from Wyman-Gordon Company and certain of its
subsidiaries ("Sellers"), and neither WGRC on the one hand nor
the Sellers (or subsidiaries or affiliates of the Sellers) on the
other have agreed to pay or make their assets available to pay
creditors of others. WGRC's creditors have a claim on its assets
prior to those assets becoming available to any creditors of any
of the Sellers. The facility provides for a total commitment by
the banks of up to $65,000,000, including a letter of credit sub-
facility of up to $35,000,000. Interest on borrowings is
charged at LIBOR plus 0.625% or based on the bank's base rate.
-52-
<PAGE>
<PAGE> 53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
There were no borrowings outstanding under the Receivables
Financing Program at May 31, 1999 and 1998. At May 31, 1999 and
1998, the total availability under the Receivables Financing
Program was $65,000,000, there were no borrowings against the
available amounts in either year and letters of credit amounting
to $9,808,000 and $8,373,000 were outstanding, respectively.
Wyman-Gordon Limited, the Company's subsidiary located in
Livingston, Scotland, entered into a credit agreement ("the U.K.
Credit Agreement") with Clydesdale Bank PLC ("Clydesdale")
effective June 22, 1998. The maximum borrowing capacity under the
U.K. Credit Agreement is #2,000,000 (approximately $3,200,000)
with separate letter of credit and guarantee limits of #1,000,000
(approximately $1,600,000) each. Borrowings bear interest at 1%
over Clydesdale's base rate. In the event that borrowings by way
of overdraft are allowed to exceed the agreed limit, interest on
the excess borrowings will be charged at the rate of 1.5% per
annum over Clydesdale's base rate. The U.K. Credit Agreement is
secured by all present and future assets of Wyman-Gordon Limited
(including without limitation, accounts receivable, inventory,
property, plant and equipment, intellectual property,
intercompany loans, and other real and personal property). The
U.K. Credit Agreement contains covenants representations and
warranties customary for such facilities. There were no
borrowings outstanding at May 31, 1999 or May 31, 1998. At May
31, 1999, and May 31, 1998, Wyman-Gordon Limited had outstanding
#1,069,000 (approximately $1,710,000), and #975,000
(approximately $1,590,000) respectively, of letters of credit or
guarantees under the U.K. Credit Agreement.
For the years ended May 31, 1999 and 1998, the weighted
average interest rate on short-term borrowings was 4.4% and 6.5%,
respectively.
Annual maturities of long-term debt in the next five years
amount to $965,460 for 2000, $897,707 for 2001, $4,907,732 for
2002, $6,132,978 for 2003, $800,000 for 2004 and $151,600,000
thereafter. On June 30, 1998, the Company made a final principal
payment of $2,300,000 under the Company's promissory note to
Cooper Industries, Inc. provided under the terms of the Stock
Purchase Agreement with Cooper Industries, Inc.
-53-
<PAGE>
<PAGE> 54
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
The components of interest expense are as follows:
YEAR YEAR YEAR
ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31,
1999 1998 1997
(000'S OMITTED)
<S> <C> <C> <C>
Interest on debt $13,069 $11,319 $ 9,795
Capitalized interest - - (528)
Amortization of financing fees
and other 1,165 1,229 1,555
Interest expense $14,234 $12,548 $10,822
</TABLE>
Total interest paid approximates "Interest on debt" stated
in the table above.
F. RESTRUCTURING OF OPERATIONS AND OTHER CHARGES (CREDITS)
Cameron Purchase Cash Costs:
In connection with the acquisition of Cameron Forged
Products Company ("Cameron"), the Company recorded $7,000,000 for
costs related to the relocation of Cameron machinery and dies,
severance of Cameron personnel and other costs. All activities
associated with these reserves have been completed.
1994 Cameron Integration Costs:
The integration of Cameron in May 1994 resulted in the
Company's recording an integration restructuring charge totalling
$24,100,000 to provide for relocating machinery, equipment,
tooling and dies of the Company, relocation and severance costs
of Company personnel and the write-down of certain assets of the
Company. The reserve was comprised of non-cash charges of
$15,800,000 which were fully charged by the end of fiscal year
1995, and a charge of $8,300,000 representing estimated future
cash charges. As of May 31, 1999, the Company estimates future
cash outlays of approximately $300,000 in the year ended May 31,
2000 and $200,000 thereafter, in accordance with future payments
under contractual obligations.
-54-
<PAGE>
<PAGE> 55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1997 Restructuring:
The Company recorded a charge totalling $11,500,000 which
included $4,600,000 to provide for severance and other personnel
costs associated with workforce reductions at the Company's
Grafton, Massachusetts forging facility, $3,400,000 to write-off
and dispose of certain Forging equipment, $2,300,000 to reduce
the carrying value and dispose of certain assets of the Company's
titanium castings operations and $1,200,000 to consolidate the
titanium castings operations. The Company made a total of
$3,900,000 of cash charges against these reserves during the
years ended May 31, 1999, 1998 and 1997 and estimates that the
remaining reserves associated with the disposal of Forging
equipment and consolidation of the titanium castings operations
will require cash outlays of $2,200,000 in the year ended May 31,
2000 and $300,000 thereafter.
-55-
<PAGE>
<PAGE> 56
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
A summary of charges made or estimated to be made against
restructuring, integration and disposal reserves is as follows:
<TABLE>
<CAPTION>
FIVE MONTHS
ENDED
MAY 31, 1994 YEAR
THROUGH THE ENDED
YEAR ENDED MAY 31,
TOTAL MAY 31, 1997 1998
(000'S OMITTED)
<S> <C> <C> <C>
CAMERON PURCHASE CASH COSTS:
Cost of relocating Cameron's
machinery and equipment
and tooling and dies $ 3,200 $ 2,800 $ 100
Severance of personnel 3,800 3,600 -
Total cash charges $ 7,000 $ 6,400 $ 100
1994 CAMERON INTEGRATION COSTS:
Movement of machinery,
equipment and tooling and
dies $ 4,300 $ 3,200 $ 400
Severance and other personnel
costs 4,000 3,600 100
Total cash charges $ 8,300 $ 6,800 $ 500
1997 RESTRUCTURING:
Cash:
Severance and other personnel
costs $ 2,200 $ 200 $1,400
Disposal of Forging equipment 2,300 - 400
Castings titanium operations 1,900 700 -
Total cash charges 6,400 900 1,800
Non-cash:
Severance and other personnel
costs 2,400 2,400 -
Asset write-off and
revaluation 2,700 2,700 -
Total non-cash charges 5,100 5,100 -
Total 1997 Restructuring
charges $11,500 $ 6,000 $1,800
</TABLE>
-56-
<PAGE>
<PAGE> 57
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
YEAR
YEAR ENDED
ENDED MAY 31,
MAY 31, 2000 AND
1999 THEREAFTER
(000'S OMITTED)
<S> <C> <C>
CAMERON PURCHASE CASH COSTS:
Cost of relocating Cameron's
machinery and equipment
and tooling and dies $ 300 $ -
Severance of personnel 200 -
Total cash charges $ 500 $ -
1994 CAMERON INTEGRATION COSTS:
Movement of machinery,
equipment and tooling and
dies $ 200 $ 500
Severance and other personnel
costs 300 -
Total cash charges $ 500 $ 500
1997 RESTRUCTURING:
Cash:
Severance and other personnel
costs $ 600 $ -
Disposal of Forging equipment 600 1,300
Castings titanium operations - 1,200
Total cash charges 1,200 2,500
Non-Cash:
Severance and other personnel
costs - -
Asset write-off and
revaluation - -
Total non-cash charges - -
Total 1997 Restructuring
charges $ 1,200 $2,500
</TABLE>
-57-
<PAGE>
<PAGE> 58
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Other Charges (Credits):
Other charges (credits) are as follows:
<TABLE>
<CAPTION>
YEAR YEAR YEAR
ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31,
1999 1998 1997
(000'S OMITTED)
<S> <C> <C> <C>
Write-off of Australian joint
venture $ - $ - $ 2,484
(Recovery) write-off of cash
surrender value of company-
owned life insurance polices - (4,000) 5,745
(Recovery) write-off of building
held for sale - (1,900) 1,900
Houston accident costs - - 1,200
Houston accident claim settlement
costs 12,955 - -
Gain on sale of operating assets
of Millbury facility (5,000) - -
Severance and asset write-down 5,790 - -
Other - 1,000 250
$13,745 $(4,900) $11,579
</TABLE>
During fiscal year 1999, the Company recorded a charge
totalling $5,790,000 which included $4,700,000 to provide for
severance and other personnel costs associated with company-wide
headcount reductions and a charge of $1,090,000 to reduce the
carrying value and dispose of certain assets of the Company's
titanium castings operations. The Company made a total of
$1,800,000 of cash charges against this reserve during fiscal
year 1999 and estimates the remaining severance and other
personnel costs will require a cash outlay of $2,900,000 in the
year ending May 31, 2000.
G. ENVIRONMENTAL MATTERS
The Company's operations are subject to extensive, stringent
and changing federal, state and local environmental laws and
regulations, including those regulating the use, handling,
storage, discharge and disposal of hazardous substances and the
remediation of alleged environmental contamination. Accordingly,
the Company is involved from time to time in administrative and
judicial inquiries and proceedings regarding environmental
matters. Nevertheless, the Company believes that compliance with
these laws and regulations will not have a material adverse
effect on the Company's operations as a whole. However, it is not
possible to predict accurately the amount or timing of costs of
any future environmental remediation requirements. The Company
continues to design and implement a system of programs and
facilities for the management of its raw materials, production
processes and industrial waste to promote compliance with
-58-
<PAGE>
<PAGE> 59
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
environmental requirements. As of May 31, 1999, aggregate
environmental reserves amounted to $15.5 million, which includes
expected cleanup costs estimated between $4.4 million and $5.4
million upon the eventual sale of the Worcester, Massachusetts
facility, certain environmental issues, including the remediation
of on-site landfills, at the Houston, Texas facility amounting to
approximately $3.0 million, $4.4 million in remediation projects
at the Grafton, Massachusetts facility, $0.8 million for
remediation at the Buffalo, New York facility and $1.1 million
for various Superfund sites. There can be no assurance that the
actual costs of remediation will not eventually materially exceed
the amount presently accrued.
Pursuant to an agreement entered into with the U.S. Air
Force upon the acquisition of the Grafton facility from the
federal government in 1982, the Company agreed to make
expenditures totaling $20.8 million for environmental management
and remediation at that site, of which $3.3 million remained as
of May 31, 1999. Approximately one-half of the remaining Air
Force projects are capital in nature and the remainder are
covered by existing reserves. These expenditures will not
resolve all of the Company's obligations to federal and state
regulatory authorities, who are not parties to the agreement,
however, and the Company expects to incur an additional amount,
currently estimated at approximately $2.8 million, to comply with
current federal and state environmental requirements governing
the investigation and remediation of contamination at the site.
The Company's Grafton facility was formerly included in the
U.S. Nuclear Regulatory Commission's ("NRC") May 1992 Site
Decommissioning Management Plan ("SDMP") for low-level
radioactive waste as the result of the disposal of magnesium
thorium alloys at the facility in the 1960s and early 1970s under
license from the Atomic Energy Commission. On March 31, 1997, the
NRC informed the Company that jurisdiction for the Grafton site
had been transferred to the Commonwealth of Massachusetts
Department of Public Health (the "DPH") and that the Grafton
facility had been removed from the SDMP. Although it is unknown
what specific remediation and disposal requirements may be
imposed on the Company by the DPH, the Company believes that a
reserve of $1.5 million, included within the $2.8 million noted
above, is sufficient to cover all costs. There can be no
assurance, however, that such reserve will be adequate to cover
any obligations that the DPH may ultimately impose on the
Company.
The Company, together with numerous other parties, has been
named a PRP under the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA") for the cleanup of the
following Superfund sites: Operating Industries, Monterey Park,
California; PSC Resources, Palmer, Massachusetts; the Harvey GRQ
site, Harvey, Illinois; and the Gemme/Fournier site, Leicester,
Massachusetts. The Company believes that a reserve of $1.1
million recorded on its books is sufficient to cover all costs.
-59-
<PAGE>
<PAGE> 60
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
At the Gemme/Fournier site, a proposed agreement would
allocate 33% of the cleanup costs to the Company. In September
1995, a consulting firm retained by the PRP group made a
preliminary remediation cost estimate of $1.4 million to $2.8
million. The Company's insurance company is defending the
Company's interests, and the Company believes that any recovery
against the Company would be offset by recovery of insurance
proceeds.
The Company expects to incur between $4.4 and $5.4 million
in cleanup expenses upon the planned sale of its Worcester,
Massachusetts facility to remedy certain contamination discovered
on site. The Massachusetts Department of Environmental Protection
has classified the site as a Tier II site under the Massachusetts
Contingency Plan.
H. PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
The Company has a defined benefit pension plan covering
substantially all employees. Benefits are generally based on
years of service and a fixed monthly rate or average earnings
during the last years of employment. Pension plan assets are
invested in equity and fixed income securities, pooled funds
including real estate funds and annuities. Company contributions
are determined based upon the funding requirements of U.S. and
other governmental laws and regulations. The Company also
provides most retired employees with health care and life
insurance benefits. The majority of these health care and life
insurance benefits are provided through insurance companies, some
of whose premiums are computed on a cost plus basis. The Company
has no plans for funding the liability and will continue to pay
for retiree medical costs as they occur.
In fiscal year 1999, the Company adopted Statement No. 132,
"Employers' Disclosures about Pensions and Other Post Retirement
Benefits" ("SFAS 132") which revises disclosures about pension
and other postretirement benefits. The following information is
provided in accordance with the requirements of the statement for
the plans discussed above.
-60-
<PAGE>
<PAGE> 61
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
U.S. Pension and Postretirement Benefit Plans
POSTRETIREMENTS
PENSION BENEFITS BENEFITS
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31, MAY 31,
1999 1998 1999 1998
(000's OMITTED)
<S> <C> <C> <C> <C>
Change in plan assets:
Beginning fair value
of plan assets $195,987 $164,977 $ - $ -
Actual return on
plan assets 12,299 45,296 - -
Benefits paid (14,499) (14,286) - -
Ending fair value
of plan assets $193,787 $195,987 $ - $ -
Change in benefit
obligations:
Beginning benefit
obligations $180,707 $169,965 $ 46,638 $ 46,443
Service cost 5,326 4,961 166 160
Interest cost 11,694 12,179 3,063 3,372
Amendments - - (271) -
Special termination
costs (benefits) 522 - (234) -
Actuarial (gains)
losses (1,054) 8,794 657 2,476
Benefits paid (15,490) (15,192) (5,756) (5,813)
Ending benefit
obligations $181,705 $180,707 $ 44,263 $ 46,638
Reconciliation to
balance sheet amounts:
Funded status of the
plan (underfunded) $ 12,083 $ 15,280 $(44,263) $(46,638)
Unrecognized
actuarial net
(gain) loss (24,057) (28,221) 2,020 1,335
Unrecognized prior
service cost 6,462 7,503 358 673
Unrecognized
transition
obligation 1,271 2,021 - -
Accrued benefit
cost $ (4,241) $ (3,417) $(41,885) $(44,630)
</TABLE>
-61-
<PAGE>
<PAGE> 62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
POSTRETIREMENTS
PENSION BENEFITS BENEFITS
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31, MAY 31,
1999 1998 1999 1998
(000's OMITTED)
<S> <C> <C> <C> <C>
Amounts recognized in
the balance sheets:
Prepaid benefit cost $ 3,842 $ 3,750 $ - $ -
Accrued benefit
liability (9,785) (9,990) - -
Pension intangible
asset 1,387 1,847 - -
Accumulated other
comprehensive
(income) loss 315 976 - -
Accrued retirement
benefits obligation - - (41,885) (44,630)
Accrued benefit
cost $(4,241) $(3,417) $(41,885) $(44,630)
</TABLE>
Included in the aggregated data in the above tables are
amounts applicable to the Company's pension plans with
accumulated benefit obligations in excess of plan assets. The
Company maintains two unfunded pension plans and the amounts
related to such plans were as follows:
<TABLE>
<CAPTION>
YEAR YEAR
ENDED ENDED
MAY 31, MAY 31,
1999 1998
(000's OMITTED)
<S> <C> <C>
Projected benefit obligation $ 11,952 $ 11,202
Accumulated benefit obligation $ 9,785 $ 9,990
</TABLE>
-62-
<PAGE>
<PAGE> 63
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The assumptions used in determining the benefit obligations
in fiscal years 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
POSTRETIREMENTS
PENSION BENEFITS BENEFITS
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31, MAY 31,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Discount rate 6.75% 7.00% 6.75% 7.00%
Expected return on
plan assets 10.50% 10.00% - -
Rate of compensation
increase 3.00% 4.00-5.00% - -
</TABLE>
The assumed health care cost trend rate has a significant
effect on the amounts reported. For the year ended May 31, 1999,
the medical trend rates for indemnity and Health Maintenance
Organization ("HMO") inflationary costs are 6.0% and 4.0%,
respectively. The rates for indemnity and HMO for the year ended
May 31, 2000 are 5.5% and 4.0% and are ultimately estimated at
5.0% and 4.0%, respectively, for the year ended May 31, 2001.
<TABLE>
<CAPTION>
1 PERCENTAGE 1 PERCENTAGE
POINT INCREASE POINT DECREASE
(000's OMITTED)
<S> <C> <C>
Effect on total of service
and interest cost components $ 235 $ (214)
Effect on postretirement
benefit obligation $3,074 $(2,816)
</TABLE>
The net cost for the Company's U.S. pension plans consisted
of the following components:
<TABLE>
<CAPTION>
YEAR YEAR YEAR
ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31,
1999 1998 1997
(000's OMITTED)
<S> <C> <C> <C>
Service cost $ 5,326 $ 4,961 $ 4,298
Interest cost 11,694 12,179 11,302
Expected return on plan assets (17,653) (14,611) (14,658)
Amortization of prior service cost 1,041 1,041 820
Amortization of transitional
(asset) or obligation 750 750 750
Recognized actuarial loss 135 97 6
Enhanced benefit package for
early retirement 522 - 3,775
Net pension cost $ 1,815 $ 4,417 $ 6,293
</TABLE>
-63-
<PAGE>
<PAGE> 64
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The cost of postretirement benefits other than pensions
consisted of the following components:
<TABLE>
<CAPTION>
YEAR YEAR YEAR
ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31,
1999 1998 1997
(000's OMITTED)
<S> <C> <C> <C>
Service cost $ 166 $ 160 $ 380
Prior service cost 44 61 -
Benefit from early retirement
package (234) - (1,375)
Interest cost 3,062 3,372 3,550
Net amortization and deferral - - 409
Postretirement benefit cost $3,038 $3,593 $ 2,964
</TABLE>
U.K. Pension Plan
<TABLE>
<CAPTION>
YEAR YEAR
ENDED ENDED
MAY 31, MAY 31,
1999 1998
(000's OMITTED)
<S> <C> <C>
Change in Plan Assets:
Beginning fair value of plan
assets $26,686 $21,873
Actual return on plan assets 1,259 4,595
Company contributions 840 776
Plan participants' contributions 418 388
Benefits and expenses paid (1,152) (445)
Ending fair value of plan
assets $28,051 $27,187
</TABLE>
<TABLE>
<CAPTION>
YEAR YEAR
ENDED ENDED
MAY 31, MAY 31,
1999 1998
(000's OMITTED)
<S> <C> <C>
Change in Benefit Obligations:
Beginning benefit obligations $25,306 $21,035
Service cost 896 737
Interest cost 1,568 1,674
Plan participants' contributions 418 388
Liability loss 2,558 2,183
Benefits paid (942) (236)
Ending benefit obligation $29,804 $25,781
</TABLE>
-64-
<PAGE>
<PAGE> 65
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
YEAR YEAR
ENDED ENDED
MAY 31, MAY 31,
1999 1998
(000's OMITTED)
<S> <C> <C>
Reconciliation to balance
sheet amounts:
Funded status of the plan
(underfunded) $(1,753) $ 1,406
Unrecognized net loss/(gain) 2,042 (1,322)
Prepaid pension cost $ 289 $ 84
</TABLE>
The assumptions used in determining the benefit obligation
in fiscal years 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
YEAR YEAR
ENDED ENDED
MAY 31, MAY 31,
1999 1998
<S> <C> <C>
Discount rate 5.75% 6.25%
Expected return on plan assets 6.25% 6.25%
Rate of compensation increase 3.25% 3.25%
</TABLE>
Pension expense for the U.K. pension plan consisted of the
following components:
<TABLE>
<CAPTION>
YEAR YEAR YEAR
ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31,
1999 1998 1997
(000'S OMITTED)
<S> <C> <C> <C>
Service cost $ 924 $ 746 $ 629
Interest cost 1,617 1,695 1,507
Expected return on assets (1,739) (1,800) (1,640)
Net pension expense $ 802 $ 641 $ 496
</TABLE>
-65-
<PAGE>
<PAGE> 66
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Defined Contribution Plan
The Company also makes a 401(k) plan available to most
full-time employees. Employer contributions to the defined
contribution plan are made at the Company's discretion and are
reviewed periodically. The Company made cash contribution of
$704,000 for the year ended May 31, 1999. There were no cash
contributions in the years ended May 31, 1998 and 1997.
Additionally, for the years ended May 31, 1999, 1998 and 1997,
the Company contributed 176,617, 100,409 and 97,696 shares of its
common stock from Treasury to its defined contribution plan,
respectively, and recorded expense relating thereto of
$2,552,000, $2,439,000 and $2,057,000, respectively.
I. FEDERAL, FOREIGN AND STATE INCOME TAXES
The components of the net provision (benefit) for income
taxes for the years ended May 31, 1999, 1998 and 1997 are as
follows:
<TABLE>
<CAPTION>
YEAR YEAR YEAR
ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31,
1999 1998 1997
(000's OMITTED)
<S> <C> <C> <C>
Current tax provision:
Federal $13,864 $ 5,778 $ 7,900
State 2,000 1,250 680
Foreign 1,003 2,827 2,170
16,867 9,855 10,750
Deferred tax (credit) provision:
Federal (5,600) 6,500 (34,080)
State (800) - (480)
Foreign - - (1,870)
(6,400) 6,500 (36,430)
Net provision (benefit)
for income taxes $10,467 $16,355 $(25,680)
</TABLE>
In the year ended May 31, 1999, the Company provided
$10,467,000 for income taxes. In the year ended May 31, 1998, the
Company provided $16,355,000 for income taxes, net of a tax
benefit of approximately $1,800,000 relating to the utilization
of NOL carryforwards. In fiscal year 1998, the Company recorded a
$2,920,000 tax benefit against the extraordinary loss of
$8,112,000 associated with the early extinguishment of the
Company's 10 3/4% Senior Notes.
-66-
<PAGE>
<PAGE> 67
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The provision (benefit) for income taxes before
extraordinary item is at a rate other than the federal statutory
tax rate for the following reasons:
<TABLE>
<CAPTION>
YEAR YEAR YEAR
ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31,
1999 1998 1997
(000'S OMITTED)
<S> <C> <C> <C>
Provision at the applicable
U.S. federal statutory tax rate $16,623 $19,403 $ 8,442
Benefit from net permanent tax
differences (510) (4,059) -
Benefit of higher statutory tax
rates in applicable prior years
realized in Section 172(f)
carryback claims - - (2,700)
State income taxes 1,300 1,640 200
(Decrease) increase of deferred
tax asset valuation allowance (6,400) 1,168 (30,626)
Other (546) (1,797) (996)
Income tax provision (benefit)
before extraordinary loss tax
benefit $10,467 $16,355 $(25,680)
</TABLE>
The principal components of deferred tax assets and
liabilities were as follows:
<TABLE>
<CAPTION>
MAY 31, 1999 MAY 31, 1998
(000'S OMITTED)
<S> <C> <C>
DEFERRED TAX ASSETS
Provision for postretirement
benefits $ 17,173 $ 18,298
Net operating loss carryforwards 6,714 4,667
Restructuring provisions 11,120 8,406
Alternative minimum tax
carryforward credit 2,781 5,964
Other 9,145 8,205
46,933 45,540
Valuation allowance (26,613) (32,269)
20,320 13,271
DEFERRED TAX LIABILITIES
Accelerated depreciation 13,594 12,409
Other 326 862
13,920 13,271
Net deferred tax asset $ 6,400 $ -
</TABLE>
-67-
<PAGE>
<PAGE> 68
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company has recorded a valuation allowance for deferred
tax assets because of uncertainties associated with the
realization of some of the deferred tax benefits. The change in
the valuation allowance primarily reflects the expected
utilization of AMT credits, use of certain state NOL
carryforwards and credits associated with various other deferred
assets.
J. NET INCOME PER SHARE
There were no adjustments required to be made to income
before extraordinary item for purposes of computing basic and
diluted net income per share. A reconciliation of the average
number of common shares outstanding used in the calculation of
basic and diluted net income per share is as follows:
<TABLE>
<CAPTION>
MAY 31, MAY 31, MAY 31,
1999 1998 1997
<S> <C> <C> <C>
Shares used to compute basic
net income per share 36,149,072 36,331,305 35,824,576
Dilutive effect of stock
options 440,277 1,025,553 1,202,247
Shares used to compute
diluted net income per
share 36,589,349 37,356,858 37,026,823
</TABLE>
There were stock options outstanding that were not included
in the computation of diluted earnings per share because the
options' exercise price was greater than the average market price
of the common shares and, therefore would be antidilutive. The
following table summarizes all options exceeding average market
price as of the years ended May 31, 1999, 1998 and 1997:
<TABLE>
<CAPTION>
MAY 31, MAY 31, MAY 31,
1999 1998 1997
<S> <C> <C> <C>
Options exceeding
average market price 1,243,145 240,000 185,000
Exercise price range $16.56- $25.50 $23.00
$25.50
</TABLE>
-68-
<PAGE>
<PAGE> 69
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
K. STOCK OPTION AND EMPLOYEE STOCK PURCHASE PLANS
The Company, through administration by the Compensation
Committee of the Company's Board of Directors (the "Committee"),
may grant awards under the Company's Long-Term Incentive Plans in
the form of non-qualified stock options or incentive stock
options to those key employees it selects to purchase in the
aggregate up to 3,400,000 shares of newly issued or treasury
common stock. Options expire after 10 years from the date of
grant and generally become exercisable ratably over a three to
seven year period commencing from the date of grant. The exercise
price of stock options may not be less than 100% of the fair
market value on the date of grant. Awards of stock appreciation
rights ("SAR's") may also be granted, either in tandem with
grants of stock options (and exercisable as an alternative to the
exercise of stock options) or separately.
In addition, the Committee may grant other awards that
consist of, are denominated in or are payable in shares or that
are valued by reference to shares, including, for example,
restricted shares, phantom shares, performance units, performance
bonus awards or other awards payable in cash, shares or a
combination thereof at the Committee's discretion.
Information concerning stock options issued to officers and
other employees is presented in the following table.
<TABLE>
<CAPTION>
YEAR WEIGHTED YEAR WEIGHTED
ENDED AVERAGE ENDED AVERAGE
MAY 31, EXERCISE MAY 31, EXERCISE
1999 PRICE 1998 PRICE
(SHARES IN THOUSANDS)
<S> <C> <C> <C> <C>
Number of shares under
option:
Outstanding at
beginning of year 2,462 $14.46 2,648 $12.56
Granted 322 13.24 356 24.11
Exercised (141) 10.86 (500) 10.74
Canceled or expired (197) 18.19 (42) 18.95
Outstanding at end
of year 2,446 $14.20 2,462 $14.46
Exercisable at end
of year 1,723 1,598
</TABLE>
-69-
<PAGE>
<PAGE> 70
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
YEAR WEIGHTED
ENDED AVERAGE
MAY 31, EXERCISE
1997 PRICE
(SHARES IN THOUSANDS)
<S> <C> <C>
Number of shares under
option:
Outstanding at
beginning of year 2,295 $ 9.46
Granted 817 18.34
Exercised (415) 6.60
Canceled or expired (49) 14.18
Outstanding at end
of year 2,648 $12.56
Exercisable at end
of year 1,189
</TABLE>
At May 31, 1999 and 1998, 1,186,191 and 1,304,207 shares
were available for future grants, respectively.
The following tables summarize information about stock
options outstanding at May 31, 1999:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
WTD. AVG. WTD. WTD.
RANGE OF REMAINING AVG. AVG.
EXERCISE CONTRACTUAL EXER. EXER.
PRICES SHARES LIFE(YRS.) PRICE SHARES PRICE
(SHARES IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
$ 3.00-$ 7.99 675 2.8 $ 5.77 675 $ 5.77
$ 8.00-$12.99 257 6.4 $12.25 232 $12.51
$13.00-$17.99 1,032 7.3 $15.83 551 $16.68
$18.00-$22.99 104 5.1 $20.20 82 $20.15
$23.00-$27.99 378 7.7 $24.48 183 $24.06
2,446 5.9 $14.20 1,723 $12.79
</TABLE>
-70-
<PAGE>
<PAGE> 71
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In addition to stock options, the Company grants performance
shares to key executive employees. There were no performance
shares granted during the year ended May 31, 1999 and 1998.
During the year ended May 31, 1997, awards of 118,000 shares of
the Company's common stock were made, subject to restrictions
based upon continued employment and the performance of the
Company. There was no compensation expense relating to the awards
for the year ended May 31, 1999. Compensation expense totalling
$3,412,000 and $1,403,000 relating to the awards were recorded
during the years ended May 31, 1998 and 1997, respectively.
EMPLOYEE STOCK PURCHASE PLAN
Effective January 1, 1996, the Company adopted a qualified,
noncompensatory Employee Stock Purchase Plan. This plan enables
substantially all employees to subscribe to purchase shares of
the Company's common stock on an annual basis. Such shares are
subscribed at the lower of 85% of their fair market value on the
first day of the plan year, January 1, or 85% of their fair
market value on the last business day of the plan year, usually
December 31. Each eligible employee's participation is limited to
10% of base wages and a maximum of 450,000 shares are authorized
for subscription. Employee subscriptions for the twelve months
ended December 31, 1998 were 80,147 shares at $8.77 per share
based on 85% of the fair market value on December 31, 1998
($10.31). Under the terms of the Merger agreement between Wyman-
Gordon Company and Precision Castparts Corp.("PCC"), the Company
terminated the 1999 Employee Stock Purchase Plan on May 17, 1999.
All proceeds received under this plan were used to purchase
shares of the Company's common stock at a price per share equal
to 85% of the $10.31 closing price on December 31, 1998, or $8.77
per share. Employees have the option of tendering these shares
to PCC at a price of $20.00 per share in accordance with PCC's
tender offer. See footnote N. Pending Merger.
Accounting for stock-based plans is in accordance with
Accounting Principles Board Opinion 25, "Accounting for Stock
Issued to Employees." Accordingly, no compensation expense has
been recognized for fixed stock option plans or the Employee
Stock Purchase Plan.
-71-
<PAGE>
<PAGE> 72
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
As required by SFAS No. 123, "Accounting for Stock-Based
Compensation," the Company has determined the weighted average
fair values of stock-based arrangements granted during the years
ended May 31, 1999, 1998 and 1997 to be $7.77, $14.94 and $11.28,
respectively. The fair values of stock-based compensation awards
granted were estimated using the Black-Scholes model with the
following assumptions.
<TABLE>
<CAPTION>
YEAR EXPECTED RISK-FREE
ENDED GRANT OPTION DIVIDEND INTEREST
MAY 31, DATE TERM VOLATILITY YIELD RATE
<S> <C> <C> <C> <C> <C>
1999 7/31/98 7 years 50% -- 5.54%
10/21/98 7 years 50% -- 5.54%
1/20/99 7 years 50% -- 5.54%
1998 10/15/97 10 years 41% -- 5.57%
1/14/98 9 years 41% -- 5.57%
2/17/98 10 years 41% -- 5.57%
1997 7/16/96 9 years 38% -- 6.67%
10/16/96 10 years 38% -- 6.67%
1/15/97 10 years 38% -- 6.67%
3/17/97 9 years 38% -- 6.67%
</TABLE>
Had compensation expense for the Company's stock-based plans
and Employee Stock Purchase Plan been accounted for using the
fair value method prescribed by SFAS No. 123, net income and
earnings per share would have been as follows:
<TABLE>
<CAPTION>
1999 1998 1997
(000'S OMITTED, EXCEPT PER-SHARE DATA)
<S> <C> <C> <C>
Net income as reported $37,028 $33,890 $50,023
Pro forma net income under
SFAS No. 123 31,595 32,062 47,399
Net income per share as
reported:
Basic $ 1.02 $ .93 $ 1.40
Diluted 1.01 .91 1.35
Pro forma net income per
share under SFAS No. 123:
Basic $ .87 $ .88 $ 1.32
Diluted .86 .86 1.28
</TABLE>
The effects of applying SFAS No. 123 in the above pro forma
disclosure are not indicative of future amounts.
-72-
<PAGE>
<PAGE> 73
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
L. STOCK PURCHASE RIGHTS
On October 21, 1998, the Company's Board of Directors
unanimously adopted a shareholder rights agreement under which
preferred share purchase rights were distributed as a dividend on
shares of Wyman-Gordon Company's common stock. The rights will
be exercisable only if a person or group acquires 15 percent or
more of the Company's common stock or announces a tender offer,
the consummation of which would result in ownership by a person
or group of 15 percent or more of the common stock or the
determination by the Board of Directors that any person is an
"Adverse Person." Each right entitles the registered holder
thereof to purchase from the Company a unit consisting of one
ten-thousandth of a share of Series B Junior Participating
Cumulative Preferred Stock, at a cash exercise price of $75 per
unit. The dividend distribution was made on November 30, 1998,
payable to stockholders of record on that date.
The rights will expire on November 30, 2008, subject to
earlier redemption or exchange by Wyman-Gordon Company as
described in the plan. The rights distribution is not taxable to
stockholders.
During fiscal year 1999, the Company's Board of Directors
authorized a stock repurchase program to acquire up to 4 million
shares of Wyman-Gordon Company's common stock. The shares may be
purchased from time-to-time in the open market. As of May 31,
1999, the Company had purchased 1,273,900 shares, at an average
price of $10.28 per share, under this program.
M. COMMITMENTS AND CONTINGENCIES
At May 31, 1999, certain lawsuits arising in the normal
course of business were pending. In the opinion of management,
the outcome of these legal matters will not have a material
adverse effect on the Company's financial position and results of
operations.
The Company has entered into various foreign exchange
contracts to manage its foreign exchange risks. Through its
foreign currency hedging activities, the Company seeks to
minimize the risk that the eventual cash flows resulting from
purchase and sale transactions denominated in other than the
functional currency of the operating unit will be affected by
changes in exchange rates. Foreign currency transaction exposures
generally are the responsibility of the Company's individual
operating units to manage as an integral part of their business.
The Company hedges its foreign currency transaction exposures
based on judgment, generally through the use of forward exchange
contracts. Gains and losses on the Company's foreign currency
transaction hedges are recognized as an adjustment to the
underlying hedged transactions. Deferred gains and losses on
-73-
<PAGE>
<PAGE> 74
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
foreign exchange contracts were not significant at May 31, 1999
and 1998. The Company had foreign exchange contracts totaling
$13,486,000 at May 31, 1999. Such contracts include forward
contracts of $4,855,000 for the purchase of U.K. pounds and
$8,631,000 for the sale of U.K. pounds. These contracts hedge
certain normal operating purchase and sales transactions,
generally mature within six months and require the Company to
exchange U.K. pounds for non-U.K. currencies or non-U.K.
currencies for U.K. pounds. Translation and transaction gains and
losses included in the Consolidated Statements of Net Income and
Consolidated Statements of Comprehensive Income for the years
ended May 31, 1999, 1998 and 1997 were not significant.
On December 22, 1996, a serious industrial accident occurred
at the Houston, Texas, facility of Wyman-Gordon Forgings, Inc.
("WGFI"), a wholly-owned subsidiary of the Company, in which
eight employees were killed, and three employees and several
subcontractor employees were injured.
The Company and WGFI have settled the lawsuits brought by
all decedents' families and other claimants on terms acceptable
to the Company and its insurance carriers. The amounts paid in
settlement of the lawsuits exceeded the Company's available
liability insurance. The Company recorded a charge of $13.8
million in the third quarter of fiscal year 1999 that covered its
share of the costs of defending the lawsuits and funding the
agreed settlements.
On September 25, 1997, the Company received a subpoena from
the United States Department of Justice informing it that the
Department of Defense and other federal agencies had commenced an
investigation with respect to the manufacture and sale of
investment castings at the Company's Tilton, New Hampshire
facility. The Company does not believe that the federal
investigation is likely to result in a material adverse impact on
the Company's financial condition or results of operations,
although no assurance as to the outcome or impact of that
investigation can be given.
N. PENDING MERGER
On May 17, 1999, Precision Castparts, Corp. ("PCC") and the
Company announced that PCC has agreed to acquire 100 percent of
the Company's common stock in a cash tender offer of $20 per
share, valued at approximately $825,000,000, including the
assumption of $104,000,000 of net debt. Upon completion of the
tender offer and subsequent merger, Wyman-Gordon will become a
wholly-owned subsidiary of PCC. The completion of the tender
offer is conditioned upon the tender of at least two-thirds of
the outstanding shares of Wyman-Gordon and certain other
conditions, including compliance with the requirements of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. PCC,
headquartered in Portland, Oregon, is a worldwide manufacturer of
complex metal components and products.
-74-
<PAGE>
<PAGE> 75
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
O. SEGMENT INFORMATION
In fiscal year 1999, the Company adopted Statement No. 131,
"Disclosures about Segments of an Enterprise and Related
Information", which revises reporting and disclosure requirements
for operating segments. The Statement requires that the Company
present segment data based on the way that management organizes
the businesses within the Company for making operating decisions
and assessing performance. The three segments, based on markets
served, are Aerospace, Energy and Other.
Aerospace Market
The Aerospace Products Segment produces components utilizing
all of the Company's manufacturing disciplines: forging,
investment casting and composites. The parts produced in this
segment are used extensively by the major jet engine
manufacturers and airframe builders within the commercial and
military aircraft industry. A variety of engine parts produced
by the Company include fan discs, compressor discs, turbine
discs, seals, shafts, hubs, reversers and valves. Aerospace
airframe components include landing gear, bulkheads, wing spars,
engine mounts, struts, wing and tail flaps and bulkheads. The
Company produces these components from titanium, nickel, steel,
aluminum and composite materials.
Energy Market
The Company is a major supplier of products used in nuclear
and fossil-fueled commercial power plants, co-generation projects
and retrofit and life extension applications as well as in the
oil and gas industry. Products produced within the energy
product segment include extruded seamless thick wall pipe,
connectors, and valves. The Company produces rotating
components, such as discs and spacers, and valve components for
land-based steam turbine and gas turbine generators.
Other Market
The Company manufactures a variety of products for defense
related applications. Some of the products produced within this
segment include steel casings for bombs and rockets, components
for propulsion systems for nuclear submarines and aircraft
carriers as well as pump, valve, structural and non-nuclear
propulsion forgings. The Company manufactures extruded missile,
rocket and bomb casings and supplies extruded products for
nuclear submarines and aircraft carriers, including thick wall
piping for nuclear propulsion systems, torpedo tubes and catapult
launch tubes. The Company also manufactures products for
commercial applications such as food processing, semiconductor
manufacturing, diesel turbochargers and sporting equipment.
-75-
<PAGE>
<PAGE> 76
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following table summarizes segment information:
<TABLE>
<CAPTION>
YEAR YEAR YEAR
ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31,
1999 1998 1997
<S> <C> <C> <C>
Net sales
Aerospace products $705,763 $622,718 $475,131
Energy products 117,229 101,353 97,117
Other products 26,269 28,842 36,494
Consolidated net sales $849,261 $752,913 $608,742
EBITDA(1)
Aerospace products $101,053 $ 81,175 $ 75,013
Energy products 10,563 11,413 9,563
Other products 2,597 4,775 2,808
Corporate (11,163) (10,805) (8,264)
Total EBITDA 103,050 86,558 79,120
Depreciation and Amortization 27,576 23,473 20,872
Other charges (credit) 13,745 (4,900) 23,083
Interest expense 14,234 12,548 10,822
Income before income taxes
and extraordinary item $ 47,495 $ 55,437 $ 24,343
</TABLE>
[FN]
(1) Earnings before interest, taxes, depreciation, amortization,
extraordinary items and other charges (credits).
</FN>
The accounting policies of the reportable segments are the
same as those described in the summary of significant accounting
policies. Expenses that are not directly identifiable to a
business market are allocated. Common administrative expenses
are allocated based on revenue, common period costs are allocated
based on value added.
In fiscal year 1998, the Company recorded an extraordinary
loss, net of income tax benefit of $2,920,000, of $5,192,000.
The extraordinary loss is not included in the segment EBITDAs for
fiscal year 1998 disclosed above.
The Company's management uses Revenues and EBITDA by
business market as its primary information for decision-making
purposes. The Company's revenues are predominantly generated in
the Aerospace market segment. All plants with the exception of
the Buffalo, New York facility, which has approximately
$25,783,000 of total assets and generates all of its revenues
from the Energy market segment, generate the majority of its
revenues from the Aerospace market. Certain plants manufacture
products for all segments; however, due to the significance of
the Aerospace market segment (83% of revenues), assets of the
Company are not managed by business markets but are managed on a
plant-by-plant basis. Because the Company does not prepare and
management does not use asset information by the segments
identified, assets by segments are not presented in these
financial statements.
-76-
<PAGE>
<PAGE> 77
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Certain information on a geographic basis follows:
<TABLE>
<CAPTION>
YEAR YEAR YEAR
ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31,
1999 1998 1997
(000'S OMITTED)
<S> <C> <C> <C>
REVENUES FROM UNAFFILIATED
CUSTOMERS:
United States (including direct
export sales) $771,961 $676,342 $541,456
United Kingdom 77,300 76,571 67,286
$849,261 $752,913 $608,742
EXPORT SALES:
United States direct export sales $139,113 $118,407 $ 88,888
IDENTIFIABLE ASSETS (EXCLUDING
INTERCOMPANY):
United States $509,174 $479,181 $390,540
United Kingdom 62,190 63,759 54,777
General Corporate 10,346 8,670 9,054
$581,710 $551,610 $454,371
</TABLE>
General Electric Company ("GE") and United Technologies
Corporation ("UT") have currently or historically each accounted
for 10%, or more, of the Company's revenues as follows:
<TABLE>
<CAPTION>
YEAR YEAR YEAR
ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31,
1999 % 1998 % 1997 %
(000's OMITTED, EXCEPT PERCENTAGES)
<S> <C> <C> <C> <C> <C> <C>
GE $213,598 25 $169,894 23 $156,764 26
UT (1) (1) 76,786 10 60,921 10
</TABLE>
[FN]
(1) Revenues for the year ended May 31, 1999 were less than 10%.
</FN>
-77-
<PAGE>
<PAGE> 78
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
P. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Selected quarterly financial data for the years ended May
31, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
QUARTER
FIRST SECOND THIRD FOURTH
(000'S OMITTED, EXCEPT PER-SHARE DATA)
<S> <C> <C> <C> <C>
YEAR ENDED MAY 31, 1999
Revenue $189,664 $238,829 $211,223 $209,545
Cost of goods sold 161,067 197,551 188,506 168,778
Other charges (credits) (5,000) - 18,990 (245)
Income (loss) from
operations 20,117 26,920 (10,923) 26,838
Net income (loss) 11,852 15,046 (9,357) 19,487
Net income (loss) per
share:
Basic .32 .41 (.26) .55
Diluted .32 .41 (.26) .54
YEAR ENDED MAY 31, 1998
Revenue $180,009 $189,370 $181,764 $201,771
Cost of goods sold 146,764 157,422 159,229 173,852
Other charges (credits) (1,900) (3,000) - -
Income from operations 21,750 21,771 9,577 15,794
Income before extra-
ordinary item 11,859 13,336 3,963 9,924
Extraordinary item,
net of tax - - (5,192) -
Net income (loss) 11,859 13,336 (1,229) 9,924
Basic net income per
share:
Income before extra-
ordinary item .33 .37 .11 .27
Net income (loss) .33 .37 (.03) .27
Diluted net income per
share:
Income before extra-
ordinary item .32 .36 .11 .27
Net income (loss) .32 .36 (.03) .27
</TABLE>
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<PAGE>
<PAGE> 79
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers and directors of the Company are as
follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
David P. Gruber 57 Chairman and Chief
Executive Officer
J. Douglas Whelan 60 President, Chief
Operating Officer and
Director
William T. McGovern 52 Vice President, Human
Resources
Sanjay N. Shah 48 Vice President, Corporate
Strategy Planning
and Business Development
J. Stewart Smith 57 President,
Turbine Products
Colin Stead 60 Senior Vice President,
Quality and Technology
Wallace F. Whitney, Jr. 56 Vice President, General
Counsel and Clerk
Frank J. Zugel 54 President, Structural
and Energy Products
E. Paul Casey 69 Director
Warner S. Fletcher 54 Director
Robert G. Foster 61 Director
Charles W. Grigg 60 Director
M Howard Jacobson 66 Director
Robert L. Leibensperger 60 Director
Andrew E. Lietz 60 Director
David A. White, Jr. 57 Director
</TABLE>
DAVID P. GRUBER was elected Chairman and Chief Executive
Officer of the Company on October 15, 1997, having previously
served as President and Chief Executive Officer since May 1994
and as President and Chief Operating Officer since he joined the
Company in October 1991. Director of the Company since 1992.
Term expires in 2001. Prior to joining the Company, Mr. Gruber
served as Vice President, Advanced Ceramics, of Compagnie de
Saint Gobain (which acquired Norton Company in 1990), a position
he held with Norton Company since 1987. Mr. Gruber previously
held various executive and technical positions with Norton
Company since 1978. He is a Director of State Street Corporation,
a Trustee of the Manufacturers' Alliance for Productivity and
Innovation, and a member of the Mechanical Engineering Advisory
Committee of Worcester Polytechnic Institute.
-79-
<PAGE>
<PAGE> 80
J. DOUGLAS WHELAN was elected President and Chief Operating
Officer of the Company on October 15, 1997, having previously
served as President, Forgings since he joined the Company in
March 1994. Director of the Company since 1998. Term expires in
2001. Prior to joining the Company, he had served for a short
time as the President of Ladish Co., Inc., a forging company in
Cudahy, Wisconsin, and prior thereto, had been Vice President,
Operations of Cameron Forged Products Company, with which company
and its predecessors he had been employed since 1965 in various
executive capacities. Mr. Whelan is a Director of Sifco
Industries, Inc. and a member of the President's Council of
Manufacturers Alliance.
WILLIAM T. MCGOVERN joined the Company in 1999 as Vice
President, Human Resources. Prior to that time, he had served as
Vice President, Human Resources, Contract and Commercial SBU of
Staples, Inc. since 1995. From 1994 to 1995 he had been employed
as Training Director for the City of Worcester, Massachusetts.
SANJAY N. SHAH was elected Vice President, Corporate
Strategy Planning and Business Development in May 1994, having
previously served as Vice President and Assistant General Manager
of the Company's Aerospace Forgings Division. He has held a
number of executive, research, engineering and manufacturing
positions at the Company since joining the Company in 1975.
J. STEWART SMITH was elected President, Turbine Products of
the Company in January 1999, having previously served as
President, Manufacturing since 1997 and before then as Vice
President, Manufacturing and Engineering of the Forgings Division
since he joined the Company in 1994. Prior to that time, Mr.
Smith had held various technical and manufacturing positions with
Cameron and its predecessors since joining that company in 1978.
COLIN STEAD was elected Senior Vice President, Quality and
Technology of the Company on October 15, 1997, having previously
served as Vice President, Quality and Metallurgy of the Forgings
Division since 1994. Prior thereto, he had served in various
technical and quality positions with Cameron and its predecessors
since joining that company in 1984.
WALLACE F. WHITNEY, JR. joined the Company in 1991. Prior to
that time, he had been Vice President, General Counsel and
Secretary of Norton Company since 1988, where he had been
employed in various legal capacities since 1973.
FRANK J. ZUGEL was elected President, Structural and Energy
Products of the Company in January, 1999, having previously
served as President, Marketing since 1997 and before then as
President, Investment Castings, since he joined the Company in
1993. Prior to that time, he had served as President of Stainless
Steel Products, Inc., a metal fabricator for aerospace
applications, since 1992.
-80-
<PAGE>
<PAGE> 81
E. PAUL CASEY, Chairman and General Partner, Metapoint
Partners, Peabody, Massachusetts (an investment partnership which
he established in 1988), has been a Director of the Company since
1993. Term expires in 1999. He served as Vice Chairman of
Textron, Inc. from 1986 to 1987 and as Chief Executive Officer
and President of Ex-Cell-O Corporation during 1978 to 1986. Mr.
Casey is a Director of Comerica, Inc. and Hood Enterprises, Inc.,
a Trustee of Henry Ford Health Care System and President of the
Hobe Sound, Florida Community Chest.
WARNER S. FLETCHER, Attorney and Director of the law firm of
Fletcher, Tilton & Whipple, P.C., Worcester, Massachusetts, has
been a Director of the Company since 1987. Term expires in 1999.
Mr. Fletcher is an Advisory Director of Bank of Boston,
Worcester. He is also Chairman of The Stoddard Charitable Trust,
a Trustee of The Fletcher Foundation, the George I. Alden Trust,
Worcester Polytechnic Institute, Worcester Foundation for
Experimental Biology, Bancroft School and the Worcester Art
Museum.
ROBERT G. FOSTER, President, Chief Executive Officer and
Chairman of the Board of Commonwealth BioVentures, Inc.,
Portland, Maine (a venture capital company engaged in
biotechnology) since 1987. Director of the Company since 1989.
Term expires 2000. He is also a Director of United Timber Corp.,
Meridian Medical Technologies, Phytera, the Small Enterprise
Growth Fund for the State of Maine, Intellicare American and Epic
Pharmaceuticals.
CHARLES W. GRIGG, Chairman and Chief Executive Officer of
SPS Technologies, Inc. (a manufacturer of high technology
products in the field of fastening, precision components and
materials handling), was elected a Director in 1996. Term expires
2000. Prior to joining SPS Technologies in 1993, Mr. Grigg spent
ten years at Watts Industries, Inc. (a Massachusetts manufacturer
of valves for industrial applications), the last nine of which as
President and Chief Operating Officer.
M HOWARD JACOBSON, Senior Advisor, Bankers Trust, New York,
has been a Director of the Company since 1993. Term expires in
1999. Mr. Jacobson was for many years President and Treasurer and
a Director of Idle Wild Foods, Inc. until that company was sold
in 1986. Mr. Jacobson is a Director of Allmerica Financial
Corporation and Stonyfield Farm, Inc. He is Chairman of the
Overseers of WGBH Public Broadcasting, the Massachusetts
Biotechnology Research Institute, a Trustee of the Worcester
Foundation for Biomedical Research, a Trustee of the Worcester
Polytechnic Institute, UMass Memorial Healthcare and a member of
the Harvard University Overseers' Committee on University
Resources. He is also a member of the Commonwealth of
Massachusetts Board of Higher Education.
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<PAGE>
<PAGE> 82
ROBERT L. LEIBENSPERGER, Executive Vice President, Chief
Operating Officer and President -- Bearings of The Timken
Company, Canton, Ohio (a manufacturer of precision bearings.) Mr.
Leibensperger joined the Company's Board of Directors in January
1998. Term expires 2001. Mr. Leibensperger has been employed by
The Timken Company since 1960, where he has held various
research, engineering, sales and marketing, and executive
positions. Mr. Leibensperger is a member of the American Bearing
Manufacturers Association Executive Committee, the Council on
Competitiveness Global R&D Committee, the Stark County (Ohio)
Capital Campaigns Committee, the Cultural Center for the Arts
(Canton, Ohio) House & Grounds Committee and the Goodwill
Industries (Canton, Ohio) Transportation Services Committee.
ANDREW E. LIETZ, President and Chief Executive Officer and
Director of HADCO Corporation, Salem, New Hampshire.
(Manufacturer of electronic interconnect products.) Mr. Lietz
joined the Company's Board of Directors in January 1998. Term
expires in 2001. Mr. Lietz has held various executive positions
with HADCO Corporation since 1984. He is director of EnergyNorth,
Inc., Business and Industry Association and National Electronics
Manufacturing Initiative, as well as a member of the advisory
Board of the University of New Hampshire Whittemore School of
Business and the Executive Committee of New Hampshire Industrial
Research Center.
DAVID A. WHITE, JR., Senior Vice President of Strategic
Planning for Cooper, was elected a Director in 1996. Term expires
in 1999. Since joining Cooper as a Planning Analyst in 1971, Mr.
White has served in various planning and finance capacities. In
1980, he was named Vice President and General Manager of the
Cooper Power Tools Division and in 1988 he became Vice President,
Corporate Planning and Development. He assumed his present
position in 1996. Mr. White serves as Vice Chairman of the
Strategic Planning and Development Council of the Manufacturers'
Alliance for Productivity and Innovation.
In addition to the executive officers of the Company, David
J. Sulzbach, who has been employed by the Company in various
financial capacities since 1977, serves as Corporate Controller
and Principal Accounting Officer of the Company.
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<PAGE>
<PAGE> 83
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's
executive officers and directors, and persons who own more than
10% of a registered class of the Company's equity securities, to
file reports of ownership with the Securities and Exchange
Commission (the "SEC") and the New York Stock Exchange.
Officers, directors and greater than 10% stockholders are
required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms they file. To the Company's knowledge,
based solely on a review of the copies of such reports and
amendments thereto furnished to the Company and written
representations that no other reports were required during, or
with respect to, the Company's fiscal year ended May 31, 1999,
all Section 16(a) filing requirements applicable to its executive
officers, directors and greater than 10% beneficial owners were
satisfied except for the Securities and Exchange Commission
filings on Form 4 for Mr. Gruber and a former director of the
Company which were not timely filed. Such filings, have been
subsequently corrected.
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<PAGE>
<PAGE> 84
ITEM 11. EXECUTIVE COMPENSATION
The remuneration of the Company's Chief Executive Officer
and each of the four most highly compensated executive officers
at May 31, 1999 for services rendered to the Company during its
fiscal year then ended and the Company's prior two fiscal years
ended May 31, 1998 and 1997 is reported in the table set forth
below.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ALL
NAME AND FISCAL ANNUAL LONG- OTHER
PRINCIPAL YEAR COMPENSATION TERM COMPEN-
POSITION ENDED SALARY BONUS AWARDS SATION(1)
<S> <C> <C> <C> <C> <C>
David P. Gruber 05/31/99 $491,797 $ 85,500 - $11,909
Chairman and 05/31/98 458,340 85,500 - 24,738
Chief Executive 05/31/97 400,004 286,875 - 16,001
Officer
J. Douglas Whelan 05/31/99 309,711 45,000 - 13,566
President and 05/31/98 295,833 45,000 - 18,144
Chief Operating 05/31/97 242,333 123,750 - 14,677
Officer
J. Stewart Smith 05/31/99 194,108 24,700 - 68,892
President, 05/31/98 174,853 68,980 - 6,958
Turbine Products 05/31/97 142,850 208,320 - 5,482
Wallace F.
Whitney, Jr. 05/31/99 191,000 20,460 - 8,124
Vice President, 05/31/98 184,168 20,460 - 9,744
General Counsel 05/31/97 173,340 78,000 - 6,827
and Clerk
Frank J. Zugel 05/31/99 223,724 28,600 - 13,179
President, 05/31/98 215,004 28,600 - 13,110
Structural and 05/31/97 198,335 76,200 - 9,569
Energy Products
</TABLE>
[FN]
(1) Consists of group term life insurance premiums, the value of
the shares allocated to the executive's account under the
Company's Savings/Investment Plan and Deferred Compensation
Plan as a matching contribution, in the case of Mr. Smith and
Mr. Whelan moving expense reimbursement and related income
tax gross up in 1999 and 1998, respectively, and in the case
of Mr. Zugel, car allowance.
</FN>
During the Company's fiscal year ended May 31, 1999 Messrs.
Gruber, Whelan, Smith, Whitney and Zugel were not granted any
stock options because such officers participate in the Executive
Long-Term Incentive Plan (the "LTIP") described below.
-84-
<PAGE>
<PAGE> 85
The following table relates to aggregate grants of options
under the 1997 Long-Term Incentive Plan and predecessor plans.
<TABLE>
<CAPTION>
AGGREGATE OPTION EXERCISES IN
THE COMPANY'S 1999 FISCAL YEAR
AND MAY 31, 1999 OPTION VALUES
VALUE OF
NUMBER OF UNEXERCISED
NO. OF UNEXERCISED IN-THE-MONEY
SHARES OPTIONS OPTIONS
ACQUIRED AT 5/31/99 AT 5/31/99
ON VALUE (EXERCISABLE/ (EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE) UNEXERCISABLE)
<S> <C> <C> <C> <C>
D.P. Gruber - - 148,750/29,250 $ 638,765/$78,609
J.D. Whelan - - 54,000/19,750 $ 270,125/$53,078
J.S. Smith - - 7/364/11,539 $ 49,700/$29,569
W.F. Whitney, Jr. 5,000 $43,000 122,375/14,625 $1,055,508/$39,305
F.J. Zugel 6,000 $93,000 87,109/19,750 $ 323,142/$53,078
</TABLE>
AGREEMENTS WITH MANAGEMENT
Chairman and Chief Executive Officer
At the time of his election as President and Chief Executive
Officer in 1994, Mr. Gruber and the Company entered into an
agreement that provides for a two year rolling term of employment
and for continuation of employee benefits in the event of
termination of his employment under specified conditions. Mr.
Gruber and the Company have also entered into a severance
agreement, a performance share agreement and irrevocable trust
arrangement, as well as the agreements pursuant to the LTIP. In
addition, when Mr. Gruber became Chief Executive Officer the
Compensation Committee of the Company's Board of Directors ("the
Committee") granted him 150,000 shares under a performance share
agreement at which time the Company's stock price was $5.125 per
share. The shares granted to Mr. Gruber pursuant to this
agreement were subject to restrictions. Under the performance
share agreement, the shares vested in Mr. Gruber only if he
remained in the employ of the Company for a period of five years
and if the Company's stock reached target price levels of at
least $10 per share with full vesting at $12 per share. The $12
target has been achieved, and consequently the Committee approved
an arrangement whereby the 150,000 shares were transferred to an
irrevocable trust that held the shares until May 24, 1999 when
they were distributed to Mr. Gruber. Mr. Gruber sold 70,500 of
such shares in May 1999 to provide funds for the payment of
income taxes due upon the distribution of shares to him. Mr.
Gruber now beneficially owns 123,030 Shares, including the shares
issued to him in accordance with his performance share agreement
and the 28,500 shares granted to him under the LTIP. In
addition, Mr. Gruber has been granted options to purchase a total
of 178,000 shares.
-85-
<PAGE>
<PAGE> 86
Severance Agreements
The Company has entered into severance agreements with each
of its executive officers and with Mr. Sulzbach that would
provide such officers with specified benefits in the event of
termination of employment within three years following a change
of control of the Company when both employment termination and
such change in control occur under conditions defined in the
agreements. Such benefits include a payment equal to a maximum
of 250% of the executive officer's annual compensation,
continuation of insurance coverage for up to twenty-four months
following termination and accelerated vesting of existing options
and stock appreciation rights and certain benefits under the
Company's deferred compensation plan. No benefits are payable
under the severance agreements in the event of an executive
officer's termination for cause, in the event of retirement,
disability or death or in cases of voluntary termination in
circumstances other than those specified in the agreements that
would entitle an executive officer to benefits. At its meeting on
March 17, 1999, the Committee amended the severance agreements to
provide that following a "change of control" of the Company SERP
benefits (described below under "Pension Benefits") for SERP
participants will continue to accrue for a period of two years
following a qualifying termination of employment.
Executive Long-Term Incentive Plan
In 1996 the Committee developed an Executive Long-Term
Incentive Plan ("LTIP") which results in significant payouts to
the participants if significant price appreciation in the
Company's stock is achieved. Under the LTIP the Company's
executive officers (including Messrs. Gruber, Whelan, Smith,
Whitney and Zugel) and other key executives will not participate
in the annual grant of stock options for the five year term of
the LTIP. The LTIP provides for a one-time grant of stock
options which are the normal options under the Company's stock
option plans except that they vest in equal installments over
four years rather than three. The second element of the LTIP
consists of performance stock options that are ten year options
that vest upon the achievement of certain stock prices. For
example, 10% of the performance stock options vest if the stock
reaches $21.00 per share, and at $30.00 per share the performance
stock options become fully vested. In any event, the options
vest seven years after the date of grant. The third element of
the LTIP consists of performance shares which are subject to risk
of loss and forfeiture if the price of the shares does not
achieve certain price levels. The price levels are the same as
under the performance stock options, and if the stock reaches a
price of $21.00 per share, 10% of the performance shares vest and
are not subject to forfeiture. Similarly if the price reaches
$30.00 per share, the performance shares vest in their entirety.
If the stock fails to reach the target levels during the five
year term of the LTIP, then the performance shares are forfeited
to the extent the target levels have not been attained. At the
time of the grants to executive officers under the LTIP on April
17, 1996, the price of the Company's stock was 16 5/8 per share.
-86-
<PAGE>
<PAGE> 87
As of September 15, 1997 the price of the Company's stock had
reached the $27 per share level and therefore 80% of the
performance stock options have vested and restrictions on 80% of
the performance shares have lapsed. Under the terms of the LTIP,
the Committee has granted 202,125 stock options, 928,375
performance stock options, and 226,800 performance shares,
including the grant to Mr. Gruber of 25,000 stock options,
115,000 performance stock options and 28,500 performance shares.
In the event of a change of control of the Company, including a
change of control resulting from the PCC tender offer, any
remaining invested stock options and performance stock options
immediately vest and any and all restrictions lapse. At its
meeting on May 13, 1999 the Committee voted that in the event
that a "change of control" of the Company results from the PCC
tender offer the remaining 20% of the performance shares that had
not previously vested shall vest and the restrictions or such
shares shall lapse.
As a result of the consummation of the transactions
contemplated by the Merger Agreement with PCC unvested
performance shares under the LTIP and unvested options set forth
in the following table held by the officers will become fully
vested.
<TABLE>
<CAPTION>
NUMBER
OF NUMBER OPTION
PERFORM- OF SHARES
ANCE OPTION EXERCISE
NAME SHARES SHARES PRICE($)
<S> <C> <C> <C>
David P. Gruber 5,700 29,250 16.625
J. Douglas Whelan 3,800 19,750 16.625
William T. McGovern - 15,000 9.875
Sanjay N. Shah 2,800 14,625 16.625
J. Stewart Smith 1,820 11,539 16.75
Colin Stead 1,820 11,539 16.75
David J. Sulzbach 1,820 11,539 16.75
Wallace F. Whitney, Jr. 2,800 14,625 16.625
Frank J. Zugel 3,800 19,750 16.625
</TABLE>
PENSION BENEFITS
Salaried employees and executive officers of the Company
participate in the Company's qualified defined benefit pension
plan (the "Plan"). Under the terms of the Plan each eligible
employee receives a retirement benefit based on the number of
years of his or her credited service (to a maximum 35 years) and
average annual total earnings (salary plus incentive bonus only)
for the five consecutive most highly paid years during the ten
years preceding retirement. In addition, the executive officers
covered by the Summary Compensation Table and certain other key
executives designated by the Committee are eligible to receive
-87-
<PAGE>
<PAGE> 88
benefits under the Supplemental Retirement Plan for Senior
Executives (the "SERP"). Under the SERP, participants who have
been employed by the Company for at least five years who retire
at age 62 are entitled to receive a pension equal to their
highest average annual earnings during any preceding 60-
consecutive month period multiplied by 4% for each year of
service up to ten years and 2% per year from ten to fifteen
years. This supplemental benefit is reduced if the participant
retires prior to age 62 and is further reduced by benefits
payable under the Company's qualified pension plan and by social
security payments. If the Committee so determines, payments
under the SERP may be terminated if a retired participant becomes
"substantively employed," as defined in the SERP, by another
employer before age 65. The following table indicates the
aggregate estimated annual benefit payable, as single life
annuity amounts, under both the Plan and the SERP to participants
retiring in various categories of earnings and years of service.
To the extent that an annual retirement benefit exceeds the
limits imposed by the Internal Revenue Code, the difference will
be paid from the general operating funds of the Company.
As of May 31, 1999, the individuals named in the Summary
Compensation Table had full credited years of service with the
Company as follows: Mr. Gruber, seven years; Mr. Whelan, five
years; Mr. Smith, five years; Mr. Whitney, eight years, and Mr.
Zugel, six years.
<TABLE>
<CAPTION>
PENSION BENEFITS
YEARS OF SERVICE
15 AND
REMUNERATION 5 10 ABOVE
<S> <C> <C> <C>
$250,000 50,000 100,000 125,000
350,000 70,000 140,000 175,000
450,000 90,000 180,000 225,000
550,000 110,000 220,000 275,000
650,000 130,000 260,000 325,000
750,000 150,000 300,000 375,000
</TABLE>
TOTAL STOCKHOLDER RETURN
The graph presented below compares the yearly percentage
change in the Company's cumulative total stockholder return,
assuming dividend reinvestment, with the cumulative total return
of the Dow Jones Equity Market Index, a broad market index, and
the Dow Jones Aerospace & Defense Sector index, which includes
several of the Company's most significant customers and other
aerospace industry companies, for the five-year period ending May
31, 1999.
-88-
<PAGE>
<PAGE> 89
The Stock Performance Graph assumes an investment of $100 in
each of the Company and the two indices, and the reinvestment of
any dividends. The historical information set forth below is not
necessary indicative of future performance.
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
WYMAN-GORDON COMPANY, DOW JONES EQUITY MARKET INDEX
AND DOW JONES AEROSPACE AND DEFENSE SECTOR
5/27/94 6/2/95 5/31/96
<S> <C> <C> <C>
Aerospace & Defense 100 139.5 207.1
Equity Mkt Index 100 119.4 153.7
Wyman-Gordon Co. 100 175.7 273.8
</TABLE>
<TABLE>
<CAPTION>
5/30/97 5/29/98 5/28/99
<S> <C> <C> <C>
Aerospace & Defense 250.3 266.8 251.5
Equity Mkt Index 197.7 259.5 314.8
Wyman-Gordon Co. 356.9 311.8 302.9
</TABLE>
COMPENSATION COMMITTEE REPORT
OVERALL POLICY
The Compensation Committee (the "Committee") of the Board of
Directors is composed entirely of non-employee directors. The
Committee is responsible for setting and administering the
policies that govern the Company's executive compensation and
stock ownership programs.
The Company's executive compensation program is designed to
be closely linked to corporate performance and return to
stockholders. To this end, the Company maintains an overall
compensation policy and specific compensation plans that tie a
significant portion of executive compensation to the Company's
success in meeting specified annual performance goals and to
appreciation in the Company's stock price. The overall
objectives of this strategy are to attract and retain talented
executives, to motivate these executives to achieve the goals
inherent in the Company's business strategy, to link executive
and stockholder interests through equity based incentive plans
and finally to provide a compensation package that recognizes
individual contributions as well as overall business results.
The Committee approves the compensation of David P. Gruber,
Chairman and Chief Executive Officer, and corporate executives,
including Messrs. Whelan, Smith, Whitney and Zugel, who report to
Mr. Gruber. The Committee also sets policies in order to ensure
consistency throughout the executive compensation program. In
reviewing the individual performance of the executives whose
compensation is determined by the Committee (other than
Mr. Gruber), the Committee takes into account Mr. Gruber's
evaluation of their performance.
-89-
<PAGE>
<PAGE> 90
There are three principal elements of the Company's
executive compensation program: base salary, annual bonus and
long-term stock-based incentives consisting of stock options and
performance share grants. The Committee's policies with respect
to each of these elements, including the bases for the
compensation awarded to Mr. Gruber, are discussed below. In
addition, while the elements of compensation described below are
considered separately, the Committee takes into account the full
compensation package provided by the Company to the individual,
including pension benefits, supplemental retirement benefits,
savings plans, severance plans, insurance and other benefits, as
well as the programs described below. In carrying out its
responsibilities the Committee has in recent years obtained
advice from William M. Mercer & Co. and Towers Perrin,
compensation consulting firms.
BASE SALARIES
Base salaries for new executive officers are initially
determined by evaluating the responsibilities of the position
held and the experience of the individual, and by reference to
the competitive marketplace, including a comparison to base
salaries for comparable positions at other companies.
Annual salary adjustments are determined by evaluating the
performance of the Company and of each executive officer, and
also take into account changed responsibilities. The Committee
also uses industry surveys to assist in ensuring that executive
salaries are consistent with industry practice.
Mr. Gruber serves as Chairman and Chief Executive Officer of
the Company pursuant to a May 16, 1994 Employment Agreement.
Mr. Gruber's Employment Agreement calls for the payment of an
annual base salary of $300,000 during his service as the
Company's Chief Executive Officer or such higher amount as the
Board may determine. The Committee and the Board have set Mr.
Gruber's annual salary to $510,000 and have voted to increase
such annual salary to $525,000 effective October 1999.
ANNUAL BONUS
The Company maintains a Management Incentive Plan ("MIP")
under which executive officers are eligible for an annual cash
bonus. The Committee approves individual employee's
participation in, and awards under, the MIP based on
recommendations of Mr. Gruber. The Committee established goals
for earnings per share and return on investment as the basis of
MIP payouts for fiscal year 1999. In addition, the Committee
retained a 20% discretionary factor in determining annual
incentive compensation. Under the MIP, Mr. Gruber can receive an
incentive payment up to 90% of his base salary. For other
participants in the MIP, the maximum bonus opportunities range
from 55% to 75% of base salary. The Company did not meet its
goals for earnings per share and return on investment for fiscal
year 1999 primarily because of the costs of the Houston accident
settlement and aftereffects of the 29,000 ton press outage.
-90-
<PAGE>
<PAGE> 91
Recognizing, however, the efforts by management on behalf of the
Company and its shareholders, the Committee authorized bonus
payments equal to the bonus payments that the MIP participants
received for fiscal year 1998. As a result, Mr. Gruber earned a
bonus of $85,500 for fiscal year 1999 while other executive
officers earned bonuses ranging from 10% to 14% of base salary.
STOCK BASED COMPENSATION
Under the Company's 1997 Long-Term Incentive Plan, which was
approved by stockholders at the 1997 Annual Meeting of
Stockholders, and under predecessor plans, options with respect
to the Company's common stock may be granted to the Company's key
employees. In addition, the Committee may grant other stock-
based awards such as restricted shares, performance shares, stock
appreciation rights, phantom shares, performance units and bonus
awards. The Committee sets guidelines for the size of awards
based on similar factors, including industry surveys, as those
used to determine base salaries and annual bonus.
Stock-based compensation is designed to align the interests
of executives with those of the stockholders. The approach is
designed to provide an incentive for the creation of stockholder
value since the benefit of the compensation package cannot be
realized unless stock price appreciates. In the past the
Committee has made annual grants of stock options, and during the
Company's 1999 Fiscal Year the Committee granted options to a
total of 147 key employees. The Committee believes that broad
dissemination of options within the Company enhances the benefits
to the Company of stock-based incentives. The Committee also
believes that significant equity interests in the Company held by
the Company's management align the interests of stockholders and
management and foster an emphasis on the creation of stockholder
value.
In order to focus on the creation of long-term stockholder
value, and with the advice of Towers Perrin, in 1996 the
Committee developed the LTIP (described above), which results in
significant payouts to the participants if significant price
appreciation in the Company's stock is achieved. Under the LTIP
the Company's executive officers (including Messrs. Gruber,
Whelan, Smith, Whitney and Zugel) and other key executives do not
participate in the annual grant of stock options for the five
year term of the LTIP. Stock grants to Mr. Gruber and other
officers under the LTIP and under other plans and agreements are
described above on pages 85-87.
-91-
<PAGE>
<PAGE> 92
TAX MATTERS
The Omnibus Budget Reconciliation Act of 1993 imposes a
limit, with certain exceptions, on the amount that a publicly
held corporation may deduct in any year for the compensation paid
or accrued with respect to its five most highly compensated
officers. The Committee intends to try to preserve the tax
deductibility of all executive compensation while maintaining the
Company's compensation program as described in this report.
Towards this end the Company's 1997 Long-Term Incentive Plan
approved by the shareholders at the 1997 Annual Meeting of
Shareholders has been designed in such a manner so that awards
thereunder to the Company's executive officers, including LTIP
awards, will qualify as performance-based compensation and,
therefore, deductible by the Company.
CONCLUSION
Through the incentive and stock-based option programs
described above, a significant portion of the Company's executive
compensation is linked directly to individual and corporate
performance and stock price appreciation. The Committee intends
to continue the policy of linking executive compensation to
corporate performance and return to stockholders.
E. Paul Casey, Chairman
Charles W. Grigg
Andrew E. Lietz
-92-
<PAGE>
<PAGE> 93
ITEM 12. SHARES OF COMPANY STOCK BENEFICIALLY OWNED BY CERTAIN
OWNERS AND BY MANAGEMENT
The following table sets forth as of July 31, 1999 (except
as otherwise indicated) certain information regarding the
beneficial ownership of the Shares of the Company's common stock
by (i) each person or "group" (as that term is defined in Section
13(d)(3) of the Exchange Act) known by the Company to be the
beneficial owner of 5% or more of the outstanding Shares, (ii)
each of the Company's directors, nominees for director and
executive officers and (iii) all directors and executive officers
as a group. Except as otherwise indicated, each person listed
below has sole voting and investment power over the shares of
Common Stock shown as beneficially owned.
<TABLE>
<CAPTION>
NUMBER OF OPTIONS
SHARES EXERCISABLE PERCENT
BENEFICIALLY WITHIN OF
NAME OWNED(1) 60 DAYS CLASS(2)
<S> <C> <C> <C>
ICM Asset Management,
Inc.(3) 3,649,523 - 10.3%
601 W. Main Ave.
Suite 600
Spokane, WA 99201
Scudder Kemper
Investments, Inc.(4) 2,130,500 - 6.0%
345 Park Ave.
New York, NY 10154
Directors and Officers:
E. Paul Casey 25,372 3,999
Warner S. Fletcher(5)(6) 2,684,349 3,999 7.6%
Robert G. Foster 1,072 3,999
Charles W. Grigg 3,372 1,666
David P. Gruber 123,030 148,750
M Howard Jacobson 1,372 3,999
Robert L. Leibensperger 1,372 666
Andrew E. Lietz 5,372 666
William T. McGovern - -
Sanjay N. Shah 14,247 151,340
J. Stewart Smith 10,010 9,395
Colin Stead 15,040 25,792
J. Douglas Whelan 24,491 54,000
David J. White, Jr. 1,500 1,666
Wallace F. Whitney, Jr. 12,507 122,375
Frank J. Zugel 24,463 75,709
All directors and
executive officers as
a group(5)(6) 744,956 608,021 3.7%
</TABLE>
-93-
<PAGE>
<PAGE> 94
[FN]
(1) The address of all directors and executive officers is
Wyman-Gordon Company, 244 Worcester Street, North Grafton,
MA 01536.
(2) Unless other wise indicated, less than one percent. Includes
exercisable options.
(3) Based on information contained in Schedule 13G filed by ICM
Asset Management, Inc. with the Securities and Exchange
Commission on March 10, 1999.
(4) Based on information contained in a Schedule 13G filed by
Scudder Kemper Investments, Inc. with the Securities and
Exchange Commission on February 16, 1999.
(5) Warner S. Fletcher is one of the five trustees of The
Stoddard Charitable Trust (the "Stoddard Trust"), a
charitable trust which owns 1,458,000 Shares. The Shares
owned by the Stoddard Trust are therefore reported in the
above table. Mr. Fletcher disclaims any beneficial interest
in the Shares owned by the Stoddard Trust.
(6) Mr. Fletcher is a trustee of the Fletcher Foundation, which
hold 311,000 Shares and of other trusts that hold 119,880
Shares for the benefit of Judith S. King, a former director
of the Company, and her sister, who are his cousins, and
313,733 Shares for the benefit of his sister. Although the
Shares owned by the Fletcher Foundation and by such trusts
are therefore reported in the above table, Mr. Fletcher
disclaims beneficial ownership of such Shares.
</FN>
CHANGE OF CONTROL
On May 17, 1999, the Company and Precision Castparts Corp.
("PCC") entered into a Merger Agreement pursuant to the terms of
which WGC Acquisition Corp., a wholly owned subsidiary of PCC,
commenced on May 21, 1999, a cash tender offer for all of the
outstanding shares of common stock of the Company at a price of
$20.00 per share. Consummation of the tender offer is subject,
among other things, to the expiration or termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 (the "HSR Act"). PCC and the staff of the Federal
Trade Commission (the "FTC") have agreed that PCC will not
consummate the tender offer until ten calendar days after PCC has
notified the FTC of its intent to complete the transaction. PCC
has also agreed that it will not provide such notice until at
least 3:00 p.m. Eastern Time on August 24, 1999. The agreement
regarding timing is intended to provide additional time for PCC
to negotiate with the FTC.
As a result, the expiration date of the tender offer has
been extended until midnight, New York City time, on September
10, 1999; provided, however, that if the applicable waiting
period (and any extension thereof) under the HSR Act in respect
of the tender offer is terminated prior to August 31, 1999, the
expiration date of the tender offer will be the date that is ten
-94-
<PAGE>
<PAGE> 95
business days immediately following public disclosure of the
expiration or termination of the waiting period under the HSR
Act. As of August 20, 1999, approximately 21,873,878 shares of
common stock of the Company had been tendered in the tender
offer. This constitutes approximately 62.6% of the Company's
outstanding shares as of the commencement of the tender offer.
WGC Acquisition Corp. has also made a tender offer for the
Company's outstanding 8% Senior Notes due 2007 and has extended
the Senior Notes tender offer to coincide with the extension of
the tender offer for the Company's common stock.
For further information concerning the tender offer, see the
Company's Schedule 14D-9, Solicitation/Recommendation Statement
Pursuant to the Section 14(d)(4) of the Securities Exchange Act
of 1934 and the amendments to said Schedule 14D-9.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a)(1) Documents Filed as a Part of this Report
<TABLE>
<CAPTION>
PAGES
<S> <C> <C>
1. Financial Statements:
Report of Management 38
Report of Independent Auditors 39
Consolidated Statements of Income 40
Consolidated Balance Sheets 41
Consolidated Statements of Cash Flows 42
Consolidated Statements of Stockholders' Equity 43
Consolidated Statements of Comprehensive Income 45
Notes to Consolidated Financial Statements 46
</TABLE>
(a)(2) Schedules
Valuation and qualifying accounts are not material to the
Company's consolidated financial statements. All other schedules
for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not
required under the related instructions or are not applicable,
and therefore have been omitted.
-95-
<PAGE>
<PAGE> 96
2. Exhibits:
Exhibits to the Form 10-K have been included only with the
copies of the Form 10-K filed with the Commission. Upon request
to the Company and payment of a reasonable fee, copies of the
individual exhibits will be furnished.
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
<S> <C> <C>
3.A Restated Articles of Organization of Wyman-
Gordon Company - incorporated by reference
to Exhibit 3A to the Company's Form 10-K
for the year ended June 3, 1995. -
3.B Bylaws of Wyman-Gordon Company, as amended
through May 24, 1994 - incorporated by
reference to Exhibit 3B to the Company's
Form 10-K for the year ended June 3, 1995. -
4.A Amended and Restated Rights Agreement,
dated as of January 10, 1994 between the
Company and State Street Bank & Trust
Company, as Rights Agent - incorporated by
reference to Exhibit 1 to the Company's
Report on Form 8-A/A dated January 21, 1994. -
4.B Indenture dated as of March 16, 1993 among
Wyman-Gordon Company, its Subsidiaries and
State Street Bank and Trust Company as
Trustee with respect to Wyman-Gordon
Company's 10 3/4% Senior Notes due 2003 -
incorporated by reference to Exhibit 4C
to the Company's Report on Form 10-K for
the year ended December 31, 1992. -
4.C 10 3/4% Senior Notes due 2003. Supplemental
Indenture dated May 19, 1994 - incorporated
by reference to Exhibit 5 to the Company's
Report on Form 8-K dated May 26, 1994. -
4.D 10 3/4% Senior Notes due 2003. Second
Supplemental Indenture and Guarantee dated
May 27, 1994 - incorporated by reference
to the Company's Report on Form 8-K dated
May 26, 1994. -
4.E Instruments defining the rights of holders of
long-term debt are omitted pursuant to
paragraph (b)(4)(iii) of Regulation S-K Item
601. The Company agrees to furnish such
instruments to the Commission upon request. -
4.F 10 3/4% Senior Notes due 2003. Third
Supplemental Indenture dated December 9, 1997. -
4.G Indenture dated as of December 15, 1997 among
Wyman-Gordon Company, its Subsidiaries and
State Street Bank and Trust Company as Trustee
with respect to Wyman-Gordon Company's 8%
Senior Notes due 2007. -
</TABLE>
-96-
<PAGE>
<PAGE> 97
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
<S> <C> <C>
4.H 8% Senior Notes due 2007. Supplemental
Indenture dated December 15, 1997. -
10.A J. Stewart Smith, Performance Stock Option
Agreement under the Wyman-Gordon Company
Long-term Incentive Plan dated July 16, 1996
- incorporated by reference on Form 10-K dated
May 31, 1998. -
10.B David P. Gruber, Performance Stock Option
Agreement under the Wyman-Gordon Company
Long-term Incentive Plan dated April 17, 1996
- incorporated by reference to Exhibit 10.H
of the Company's Report on Form 10-K dated
May 31, 1996. -
10.C Sanjay N. Shah, Performance Stock Option
Agreement under the Wyman-Gordon Company
Long-term Incentive Plan dated April 17, 1996
- incorporated by reference to Exhibit 10.I
of the Company's Report on Form 10-K dated
May 31, 1996. -
10.D J. Douglas Whelan, Performance Stock Option
Agreement under the Wyman-Gordon Company
Long-term Incentive Plan dated April 17, 1996
- incorporated by reference to Exhibit 10.J
of the Company's Report on Form 10-K dated
May 31, 1996. -
10.E Wallace F. Whitney, Jr, Performance Stock
Option Agreement under the Wyman-Gordon Company
Long-term Incentive Plan dated April 17, 1996
- incorporated by reference to Exhibit 10.K
of the Company's Report on Form 10-K dated
May 31, 1996. -
10.F Frank J. Zugel, Performance Stock Option
Agreement under the Wyman-Gordon Company
Long-term Incentive Plan dated April 17, 1996
- incorporated by reference to Exhibit 10.L
of the Company's Report on Form 10-K dated
May 31, 1996. -
10.G J. Stewart Smith, Performance Share Agreement
under the Wyman-Gordon Company Long-term
Incentive Plan dated July 16, 1996 -
incorporated by reference to Exhibit 10.M
of the Company's Report on Form 10-K dated
May 31, 1998. -
10.H David P. Gruber, Performance Share Agreement
under the Wyman-Gordon Company Long-term
Incentive Plan dated April 17, 1996 -
incorporated by reference to Exhibit 10.N
of the Company's Report on Form 10-K dated
May 31, 1996. -
</TABLE>
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<PAGE>
<PAGE> 98
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
<S> <C> <C>
10.I Sanjay N. Shah, Performance Share Agreement
under the Wyman-Gordon Company Long-term
Incentive Plan dated April 17, 1996 -
incorporated by reference to Exhibit 10.O
of the Company's Report on Form 10-K dated
May 31, 1996. -
10.J J. Douglas Whelan, Performance Share Agreement
under the Wyman-Gordon Company Long-term
Incentive Plan dated April 17, 1996 -
incorporated by reference to Exhibit 10.P
of the Company's Report on Form 10-K dated
May 31, 1996. -
10.K Wallace F. Whitney, Jr., Performance Share
Agreement under the Wyman-Gordon Company Long-
term Incentive Plan dated April 17, 1996 -
incorporated by reference to Exhibit 10.Q
of the Company's Report on Form 10-K dated
May 31, 1996. -
10.L Frank J. Zugel, Performance Share Agreement
under the Wyman-Gordon Company Long-term
Incentive Plan dated April 17, 1996 -
incorporated by reference to Exhibit 10.R
of the Company's Report on Form 10-K dated
May 31, 1996. -
10.M David P. Gruber, Stock Option Agreement under
the Wyman-Gordon Company Long-term Incentive
Plan dated April 17, 1996 - incorporated
by reference to Exhibit 10.T of the Company's
Report on Form 10-K dated May 31, 1996. -
10.N Sanjay N. Shah, Stock Option Agreement under
the Wyman-Gordon Company Long-term Incentive
Plan dated April 17, 1996 - incorporated
by reference to Exhibit 10.U of the Company's
Report on Form 10-K dated May 31, 1996. -
10.O J. Douglas Whelan, Stock Option Agreement under
the Wyman-Gordon Company Long-term Incentive
Plan dated April 17, 1996 - incorporated
by reference to Exhibit 10.V of the Company's
Report on Form 10-K dated May 31, 1996. -
10.P Wallace F. Whitney, Jr., Stock Option Agreement
under the Wyman-Gordon Company Long-term
Incentive Plan dated April 17, 1996 -
incorporated by reference to Exhibit 10.W of
the Company's Report on Form 10-K dated
May 31, 1996. -
10.Q Frank J. Zugel, Stock Option Agreement under
the Wyman-Gordon Company Long-term Incentive
Plan dated April 17, 1996 - incorporated
by reference to Exhibit 10.X of the Company's
Report on Form 10-K dated May 31, 1996. -
</TABLE>
-98-
<PAGE>
<PAGE> 99
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
<S> <C> <C>
10.R Amendment to Performance Share Agreement under
the Wyman-Gordon Company Long-term Incentive
Plan dated May 24, 1994 between Wyman-Gordon
Company and David P. Gruber - incorporated
by reference to Exhibit 10.Y of the Company's
Report on Form 10-K dated May 31, 1996. -
10.S Revolving Credit Agreement dated as of May 20,
1994 among Wyman-Gordon Receivables Corporation,
the Financial Institutions Parties Hereto and
Shawmut Bank N.A. as Issuing Bank, as Facility
Agent and as Collateral Agent - incorporated by
reference to the Company's Report on Form 8-K
dated May 26, 1994. -
10.T Receivables Purchase and Sale Agreement dated
as of May 20, 1994 among Wyman-Gordon Company,
Wyman-Gordon Investment Castings, Inc. and
Precision Founders Inc. as the Sellers, Wyman-
Gordon Company as the Servicer and Wyman-Gordon
Receivables Corporation as the Purchaser -
incorporated by reference to the Company's
Report on Form 8-K dated May 26, 1994. -
10.U Performance Share Agreement under the Wyman-
Gordon Company Long-term Incentive Plan between
the Company and David P. Gruber dated as of
May 24, 1994 - incorporated by reference to
the Company's Report on Form 8-K dated May 26,
1994. -
10.V Long-term Incentive Plan dated July 19, 1995
incorporated by reference to Appendix A of the
Company's "Proxy Statement for Annual Meeting
of Stockholders" on October 18, 1995. -
10.W Wyman-Gordon Company Non-Employee Director
Stock Option Plan dated January 18, 1995 -
incorporated by reference to Appendix C of
the Company's "Proxy Statement for Annual
Meeting of Stockholders" on October 18, 1995. -
10.X Wyman-Gordon Company Long-term Incentive Plan
dated January 15, 1997 - incorporated by
reference to Appendix A of the Company's
"Proxy Statement for Annual Meeting to
Stockholders" to be held on October 15, 1997. -
10.Y Colin Stead, Performance Stock Option Agreement
under the Wyman-Gordon Company Long-term
Incentive Plan dated July 16, 1996 -
incorporated by reference to Exhibit 10.AI
of the Company's Report on Form 10-K dated
May 31, 1998. -
10.Z Colin Stead, Performance Share Agreement under
the Wyman-Gordon Company Long-term Incentive
Plan dated July 16, 1996 - incorporated by
reference to Exhibit 10.AJ of the Company's
Report on Form 10-K dated May 31, 1998. -
</TABLE>
-99-
<PAGE>
<PAGE> 100
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
<S> <C> <C>
10.AA Agreement and Plan of Merger, dated
May 17, 1999, by and among Precision
Castparts Corp., WGC Acquisition Corp.
and Wyman-Gordon Company (incorporated
herein by reference to Exhibit 3 to the
Company's Solicitation/Recommendation
Statement on Schedule 14D-9, dated
May 21, 1999 (File No. 005-10796)). -
10.AB Form of Executive Severance Agreement.
Wyman-Gordon Company has entered into
such agreements with the following of
its officers: David P. Gruber, J. Douglas
Whelan, Sanjay N. Shah, J. Stewart Smith,
Colin Stead, Wallace F. Whitney, Jr.,
Frank J. Zugel, William T. McGovern and
David J. Sulzbach (incorporated
herein by reference to Exhibit 4 to the
Company's Solicitation/Recommendation
Statement on Schedule 14D-9, dated
May 21, 1999 (File No. 005-10796)). -
10.AC Form of Amendment to Severance Agreement.
Wyman-Gordon Company has entered into
such agreements with the following of
its officers: David P. Gruber, J. Douglas
Whelan, Sanjay N. Shah, J. Stewart Smith,
Colin Stead, Wallace F. Whitney, Jr.,
Frank J. Zugel and William T. McGovern
(incorporated herein by reference to
Exhibit 5 to the Company's Solicitation/
Recommendation Statement on Schedule 14D-9,
dated May 21, 1999 (File No. 005-10796)). -
21 List of Subsidiaries E-1
23 Consent of Ernst & Young LLP 102
27 Financial Data Schedule E-2
</TABLE>
-100-
<PAGE>
<PAGE> 101
(b) Reports on Form 8-K
On August 11, 1998, the Company filed a Form 8-K with the
Commission to report that it and Titanium Metals Corporation
completed a transaction in which the parties have combined their
respective titanium castings businesses into a jointly-owned
venture.
On October 29, 1999, the Company filed a Form 8-K with the
Commission to report the adoption of (i) certain amendments to
the Company's By-laws and (ii) a Shareholder Rights Agreement.
On April 4, 1999, the Company filed a Form 8-K with the
Commission to report the resignation of Edward J. Davis, the
Company's Vice President, Chief Financial Officer and Treasurer.
On April 9, 1999, the Company filed a Form 8-K with the
Commission to report a pre-tax charge of $13.8 million relating
to the settlement of claims associated with a previously reported
industrial accident that occurred on December 22, 1996.
-101-
<PAGE>
<PAGE> 102
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statements (Form S-8, File Numbers 2-56547, 2-75980,
33-26980, 33-48068 and 33-64503) pertaining to the Wyman-Gordon
Company Executive Long-Term Incentive Program (1975) -- Amendment
No. 6, the Wyman-Gordon Company Stock Purchase Plan, the
Wyman-Gordon Company Savings/Investment Plan, the Wyman-Gordon
Company Long-Term Incentive Plan and the Wyman-Gordon Company
Employee Stock Purchase Plan; and the Registration Statements
(Form S-3, File Numbers 33-63459 and 333-32149) of Wyman-Gordon
Company and in the related Prospectuses of our report dated June
23, 1999, with respect to the consolidated financial statements
of Wyman-Gordon Company and subsidiaries included in this Annual
Report (Form 10-K) for the year ended May 31, 1999.
/S/ ERNST & YOUNG LLP
Boston, Massachusetts
August 26, 1999
-102-
<PAGE>
<PAGE> 103
SIGNATURES
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.
Wyman-Gordon Company
(REGISTRANT)
By: /S/ DAVID J. SULZBACH
David J. Sulzbach
Vice President, Finance
and Corporate Controller
and Principal Accounting
Officer
Date: August 27, 1999
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ DAVID P. GRUBER Chairman of the Board August 27, 1999
David P. Gruber of Directors and Chief
Executive Officer
/S/ J. DOUGLAS WHELAN President and Chief August 27, 1999
J. Douglas Whelan Operating Officer
/S/ DAVID J. SULZBACH Vice President, August 27, 1999
David J. Sulzbach Finance and Corporate
Controller and
Principal Accounting
Officer
/S/ E. PAUL CASEY Director August 27, 1999
E. Paul Casey
/S/ WARNER S. FLETCHER Director August 27, 1999
Warner E. Fletcher
/S/ ROBERT G. FOSTER Director August 27, 1999
Robert G. Foster
/S/ CHARLES W. GRIGG Director August 27, 1999
Charles W. Grigg
/S/ M HOWARD JACOBSON Director August 27, 1999
M Howard Jacobson
</TABLE>
-103-
<PAGE>
<PAGE> 104
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ ROBERT L. LEIBENSPERGER Director August 27, 1999
Robert L. Leibensperger
/S/ ANDREW E. LIETZ Director August 27, 1999
Andrew E. Lietz
/S/ DAVID A. WHITE, JR. Director August 27, 1999
David A. White, Jr.
</TABLE>
-104-
<PAGE> 1
WYMAN-GORDON COMPANY
FISCAL 1999 FORM 10-K
EXHIBIT 21
WYMAN-GORDON COMPANY AND SUBSIDIARIES
The following is a list of Wyman-Gordon's subsidiaries as of
May 31, 1999:
<TABLE>
<CAPTION
PLACE OF
INCORPORATION
NAME OF SUBSIDIARY OR ORGANIZATION
<S> <C>
Cameron Forged Products Limited United Kingdom
Cypress Extrusion Press Corporation Delaware
ForCast FSC, Ltd. Virgin Islands
International Extruded Products, LLC New York
Precision Founders, Inc. California
Reisner Metals, Inc. California
Scaled Composites, Inc. California
Scaled Manufacturing, Inc. Delaware
Wyman-Gordon Composites, Inc. Delaware
Wyman-Gordon Composite Technologies, Inc. California
Wyman-Gordon Forgings, Inc. Delaware
Wyman-Gordon Investment Castings, Inc. Delaware
Wyman-Gordon Limited United Kingdom/
Delaware
Wyman-Gordon Receivables Corporation Delaware
Wyman-Gordon Titanium Castings, LLC Oregon
</TABLE>
E-1
<TABLE> <S> <C>
<ARTICLE> 5
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAY-31-1999
<PERIOD-START> JUN-01-1998
<PERIOD-END> MAY-31-1999
<EXCHANGE-RATE> 1
<CASH> 73,867
<SECURITIES> 7
<RECEIVABLES> 153,333
<ALLOWANCES> 0
<INVENTORY> 97,603
<CURRENT-ASSETS> 340,680
<PP&E> 516,175
<DEPRECIATION> 301,571
<TOTAL-ASSETS> 581,710
<CURRENT-LIABILITIES> 110,653
<BONDS> 164,338
0
0
<COMMON> 37,053
<OTHER-SE> 196,709
<TOTAL-LIABILITY-AND-EQUITY> 581,710
<SALES> 838,307
<TOTAL-REVENUES> 849,261
<CGS> 715,902
<TOTAL-COSTS> 715,902
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,234
<INCOME-PRETAX> 47,495
<INCOME-TAX> 10,467
<INCOME-CONTINUING> 37,028
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 37,028
<EPS-BASIC> 1.02
<EPS-DILUTED> 1.01
</TABLE>
