<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-K/A-1
(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 August 31, 1995
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 1-9967
AMCAST INDUSTRIAL CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 31-0258080
(State of Incorporation) (I.R.S. Employer Identification No.)
7887 Washington Village Drive
Dayton, Ohio 45459
(Address of principal executive offices)
Registrant's telephone number including area code: 513/291-7000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on which Registered
- ------------------------------ -----------------------
Common Shares without Par Valve New York Stock Exchange
Preferred Share Purchase Rights
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of 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. [ ]
Aggregate market value of the Registrant's voting stock held by
non-affiliates, based upon the closing price of said stock on the New York
Stock Exchange Composite Transaction Listing on October 13, 1995 per share of
$19.00, $158,428,042.
As of October 13, 1995, 8,558,125 Common Shares without par value, of the
Registrant were outstanding.
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STATEMENT
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Amcast Industrial Corporation ("Amcast" or the "Company") is filing this Form
10-K/A-1 for the purpose of amending or supplementing information contained in
Items 1, 7, and 8 of its Annual Report on Form 10-K for the year ended August
31, 1995.
ITEM 1 - BUSINESS
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Amcast Industrial Corporation, an Ohio corporation organized in 1869, and
its subsidiaries (called collectively "Amcast" or the "Company") are engaged in
the business of producing fabricated metal products, valves and controls, and
cast and tubular metal products, in a variety of shapes, sizes, and metals for
sale to end users directly and through sales representatives and distributor
organizations and to original equipment manufacturers. Manufacturing
facilities are located in five states, primarily in the eastern half of the
United States. The Company's business operations are conducted through three
divisions and nine wholly-owned subsidiaries. Its subsidiaries include Amcast
Industrial Ltd., an Ontario, Canada corporation; Elkhart Products Corporation
(Elkhart), an Indiana corporation; WheelTek, Inc. (WheelTek), an Indiana
corporation; Amcast Industrial Investment Corporation, a Delaware corporation;
Amcast Automotive, Inc. (formerly Midwest Marketing Services Corporation), a
Michigan corporation; Amcast Industrial Financial Services, Inc., an Ohio
corporation; Amcast Industrial Sales Corporation, a U.S. Virgin Islands
corporation; Amcast Casting Technologies, Inc., an Indiana Corporation and
Amcast Precision Products, Inc., a California corporation. Amcast Casting
Technologies, Inc. owns 60% of a jointly controlled partnership formed with
Izumi Industries, Ltd. of Japan.
Effective August 31, 1995, the Company decided to retain the brass pipe
fittings business of the Stanley G. Flagg & Co. division, previously reported
as a discontinued operation. See Discontinued and Retained Operations note in
the Company's Annual Report to Shareholders for the year ended August 31, 1995,
Exhibit 13.1, page 228 of the initially filed Form 10-K dated November
22, 1995.
The Company operates in two business segments--1) Flow Control Products
and 2) Engineered Components. Information concerning the net sales, operating
profit and identifiable assets of each segment for years 1993 through 1995
appears under "Business Segments" in the Notes to Consolidated Financial
Statements in the Company's Annual Report to Shareholders for the year ended
August 31, 1995, such information is incorporated herein by reference and is
filed as Exhibit 13.1 to this report. Amcast has no foreign manufacturing
operations and export sales to customers in foreign countries are not material.
FLOW CONTROL PRODUCTS
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The Flow Control Products segment (Flow Control) includes the
business of the Superior Valve division (Superior Valve), the Elkhart
subsidiary, Flagg Brass division, and Amcast Industrial Ltd. Superior Valve
manufactures valves and accessories used in air conditioning and refrigeration
systems, and compressed gas cylinder valves for the welding, specialty,
carbonic, and medical gas industries. Elkhart produces wrot copper fittings
for use in residential and commercial water systems and markets brass pipe
fittings. Flagg Brass produces brass pipe fittings for the marine and
industrial markets. Amcast Industrial Ltd. is the common Canadian marketing
arm for Amcast's Flow Control segment manufacturing units.
The Company's Flow Control business is a leading supplier of copper and
brass fittings for the industrial, commercial, and residential construction
markets, valves utilized in air-conditioning and refrigeration systems, and
industrial compressed gas applications. These products are sold through
distributors and wholesalers. Shipments are made by truck from Company
locations directly to customers. The competition is comprised of a number of
manufacturers of parts for air conditioning, refrigeration, and plumbing
systems, and valves and controls. The Company believes that competition in
this segment is based on a number of factors including product quality,
service, delivery, and value.
2
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The Company is one of three major suppliers of copper and brass fittings
to the North American commercial and residential plumbing markets. Products
are sold primarily through plumbing wholesalers, retail hardware stores and
home centers and to original equipment manufacturers and replacement parts
distributors in the air conditioning and commercial refrigeration business.
Competition is based on service levels, pricing and breadth of product
offering. The Company's prime competitors are Mueller Industries, Inc., a
publicly owned company listed on the New York Stock Exchange, and NIBCO Inc., a
privately held company headquartered in Elkhart, Indiana. Both Mueller
Industries, Inc. and NIBCO Inc. may have total financial resources greater than
the Company's.
Most of the Flow Control business is based on customer purchase orders
for their current product requirements and such orders are filled from Company
inventory. Orders are not considered firm beyond a 90-day period.
See Properties at Item 2 of this report for information on the Company's
facilities which operate in this segment.
ENGINEERED COMPONENTS
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The Engineered Components segment produces cast and fabricated metal
products principally for sale to original equipment manufacturers in the
transportation, construction, air conditioning, refrigeration, and aerospace
industries. The Company's manufacturing processes involve the melting of raw
materials for casting into metal products having the configuration,
flexibility, strength, weight, and finish required for the customer's end use.
The Company also custom fabricates copper and aluminum tubular parts. The
Company manufactures products on a high-volume, medium-volume, and specialized
basis and its metal capabilities include aluminum, steel, brass, and copper.
Products manufactured by this segment include castings for suspension, air
conditioning and anti-lock braking systems, master cylinders, differential
carriers and cast aluminum wheels for use on automobiles and light trucks, and
parts for use in heating and air conditioning systems. The Company also
designs and manufactures close-tolerance aluminum and specialty steel
investment castings and related items for sale to aviation and aerospace
companies. Delivery is mostly by truck from Amcast locations directly to
customers.
Amcast is not solely dependent on a single customer. However, a
significant portion of the Company's Engineered Components business is directly
or indirectly dependent on the major automobile manufacturers. The Company's
net sales to various divisions of General Motors Corporation in 1995 were
$120.1 million. No other customer accounted for more than 10% of consolidated
sales in 1995.
The Company is a leading supplier of aluminum automotive components and
aluminum wheels for automotive original equipment manufacturers in North
America. Competition in the automotive components industry is global with
numerous competitors. The basis of competition is generally design and
engineering capability, price and quality.
There are approximately 25 competitors in the aluminum automotive
component business serving the North American market. Principal
competitors include Alcoa, CMI International Inc., A-CMI, Stahl Specialty
Company, Reliable Castings Corporation and Kaiser Aluminum Corp., a subsidiary
of MAXXAM Inc., some of which have significantly greater financial resources
than the Company.
There are approximately 18 producers of aluminum wheels which service the
North American market. The largest of these are Superior Industries
International, Inc. and Hayes Wheels International, Inc.. The next tier of
suppliers includes the Company, Reynolds Metals Company, Alcoa and Enkie
America Inc. Some of the Company's competitors in the aluminum wheel business
have significantly greater financial resources than the Company.
3
<PAGE> 4
The Company's non-aerospace business of the Engineered Components segment
is on a "blanket" order basis and is generally based on supplying a percentage
of the customer's annual requirements for a particular part. Customers issue
firm releases and shipping schedules each month against their blanket orders
depending on their current needs. As a result, order backlog varies from month
to month and is not considered firm beyond a 30-day period. Amcast believes
that price, product quality, and delivery are the principal bases of
competition within the industry.
The order backlog of the aerospace business was $19.6 million at August
31, 1995, and $23.4 million at August 31, 1994. The backlog at August 31,
1995, is expected to result in revenue of $10.8 million during 1996.
See Properties at Item 2 of this report for information on the Company's
facilities which operate in this segment.
GENERAL INFORMATION
- -------------------
Raw materials essential to the business are purchased from suppliers
located in the general vicinity of each operating facility. Availability of
these materials is judged to be adequate. The Company does not anticipate any
material shortage that will alter production schedules during the coming year.
Amcast owns a number of patents and patent applications relating to the
design of its products. While Amcast considers, in the aggregate, these
patents are important to operations, it believes that the successful
manufacture and sale of its products generally depend more on the Company's
technological know-how and manufacturing skills.
The Company experienced higher aluminum and copper costs during 1995,
which were generally passed through to the customer. Changes in the cost of
aluminum are currently passed through to the customer based on various formulas
as is the custom in the segment of the automotive industry the Company serves.
Copper cost increases and decreases are generally passed through to the
customer in the form of price changes as permitted by prevailing market
conditions. As aluminum and copper are basic commodities traded in
international markets, the Company is unable to project whether these costs
will increase or decrease in the future. The Company's ability to pass through
any increased costs to the customer in the future will be determined by market
conditions at that time.
Capital expenditures related to compliance with federal, state, and local
environmental protection regulations for 1996 and 1997 are not expected to be
material. Management believes that operating costs related to environmental
protection will not have a materially adverse effect on future earnings or the
Company's competitive position in the industry.
The number of persons employed by Amcast averaged 2,400 in 1995, 2,100 in
1994, and 1,900 in 1993.
No material portion of Amcast's business is seasonal.
RECENT DEVELOPMENTS
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Effective November 1, 1995, the Company entered into a new $50 million,
ten-year credit agreement with two institutional investors, Principal Mutual
Life Insurance Company, Des Moines, Iowa, and Northwestern Mutual Life
Insurance Company, Milwaukee, Wisconsin. The notes will carry an interest rate
of 7.09% and will have an average term of eight and one half years. The
proceeds of the notes will be used to retire existing bank debt, fund Amcast's
capital expenditures for expansion, as well as other general corporate and
business purposes. See Exhibit 4.10, page 145 of the initially filed Form 10-K
dated November 22, 1995.
4
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ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------------------------------------------------------------------------
RESULTS OF OPERATIONS
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RESULTS OF OPERATIONS
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Net sales were $328,231, $271,856 and $222,643 in 1995, 1994 and 1993,
respectively. In 1995, sales increased 20.7% due to increased shipments of
aluminum wheels and other automotive components, and higher pricing driven by
escalating material costs. Approximately 23% of the $56.4 million increase in
sales was due to higher unit volumes. The volume increase was primarily due to
increased shipments of aluminum wheels and other automotive components. Higher
pricing, a majority of which resulted from the pass through of increased
material costs, was primarily responsible for the remainder of the sales
increase. In 1994, sales increased 22.1% due to a strong market for the
Company's plumbing products and increased demand for aluminum wheels and
automotive components. Approximately 25% of the $49.2 million sales increase
was due to the strength of the Company's sales to the plumbing market.
Automotive component sales rose 44.5% in 1994, accounting for the majority of
the remaining sales increase. Recently constructed and expanded automotive
component plants allowed the Company to capitalize on the increased demand for
aluminum wheels and other automotive components.
The gross profit percent was 20.8%, 21.8%, and 22.6% in 1995, 1994, and
1993, respectively. The gross profit percent decreased in 1995 due to rising
material costs. As higher aluminum and copper costs were passed through to
customers, material costs as a percentage of sales increased, resulting in a
lower gross profit percent. Gross profit decreased as a percent of sales in
1994, primarily due to the underutilization of two recently constructed
automotive parts plants. The higher gross profit percent in 1993, resulted from
improved pricing for copper plumbing products and lower costs for copper used
in many of the Company's flow control products. These improvements were
partially offset by reduced unit volumes for copper plumbing products and lower
demand for aluminum wheels.
Selling, general and administrative expenses, as a percent of sales, were
12.5% in 1995, 13.3% in 1994, and 14.2% in 1993. As a percent of sales, these
expenses have decreased due to higher sales levels. Expenses have increased
year to year reflecting higher sales and marketing costs to support business
expansion.
Interest expense was $1,387, $1,594, and $1,266 in 1995, 1994, and 1993,
respectively. Interest expense decreased in 1995 as long-term debt was retired.
Although borrowing increased in the current year, the proceeds financed plant
construction and expansions and accordingly, the interest related to these
long-term projects was capitalized. Average borrowings were lower in 1994,
however, interest expense was higher compared to 1993 when interest was
capitalized during the construction period of two new manufacturing facilities.
Interest rates were slightly higher in 1994 compared to 1993.
Other income was higher in 1993, compared to subsequent years, primarily
due to the gain realized on the sale of a facility.
The effective tax rate in 1995 was 34.2 %, compared to the 34.5% in 1994.
The 1995 rate is lower than the statutory rate due to federal tax credits. The
rate decreased in 1994 compared to 36% in 1993 primarily due to the tax benefit
derived from the conversion of Casting Technology Corporation (CTC), a joint
venture of Amcast and Izumi, to a partnership.
5
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In 1992, the Company adopted a plan to divest Stanley G. Flagg & Co.,
(Flagg), a manufacturer of iron and brass pipe fittings and pole line hardware
for the utility market. A significant portion of the Flagg assets, relating to
the iron and pole line hardware businesses have been sold. Effective August
31, 1995, the Company elected to retain the brass fittings business, which is
currently operating in a portion of the Flagg facility. The assets and
operating results of the brass business are not material to the Company,
therefore, previously reported results of operations and statements of
financial condition of Amcast have not been reclassified. The brass business
will be reported as part of the flow control segment. Sales in 1995 were
$7,615 and assets were $11,857 at year end. The remaining idle assets of the
iron and pole line businesses are being held for sale and reported at their net
realizable value in the caption, Other Assets. See Discontinued and Retained
Operations note on page 23 of the initially filed Form 10-K dated November 22,
1995.
During the fourth quarter of 1993, the Company elected early adoption,
effective September 1, 1992, of the Statement of Financial Accounting Standards
(SFAS) No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions". This statement requires companies to record a liability for
employees' accumulated postretirement benefit costs and to recognize ongoing
expenses on an accrual basis. The Company recognized the $6,159 pre-tax
cumulative effect of the change in accounting principle, which represents the
accumulated postretirement benefit obligation as of September 1, 1992. The
effect on net income and shareholders' equity was $3,942, or $.47 per share.
The impact on 1993 operating results, due to the adoption of SFAS 106, was not
material.
FLOW CONTROL PRODUCTS
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Flow Control Products sales were $146,692, $124,090, and $110,096 in
1995, 1994, and 1993, respectively. Operating profits were $25,387, $19,849,
and $15,703 in 1995, 1994, and 1993, respectively. In 1995, sales increased
18.2% while operating profits rose 27.9%. Margins increased due to higher
operating efficiencies and the Company's strong market position, which allowed
for improved price realization. In 1994, sales increased 12.7% while operating
profits rose 26.4% due to improved margins resulting from cost reductions and
increased sales volume.
ENGINEERED COMPONENTS
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Engineered Components sales were $181,539, $147,766, and $112,547 in
1995, 1994, and 1993, respectively. Operating profits were $8,862, $10,034,
and $8,228 in 1995, 1994, and 1993, respectively. In 1995, sales increased
22.9% due to higher volumes of aluminum wheels and automotive components, and
higher pricing driven by escalating aluminum costs. Increased unit volumes
accounted for approximately one-third of the $33.8 million sales increase. The
remainder of the increase resulted from higher pricing, primarily driven by
rising aluminum costs. Operating profits decreased 11.7% due to costs related
to launching several new products which offset the improvements in sales
volume. New products in the Engineered Components segment included, among
others, air conditioning components, aluminum wheels, suspension parts, and
aircraft cylinder heads which incurred launch costs of approximately $4
million. These costs were predominately scrap, and rework expenses and expenses
related to production inefficiencies. In 1994, sales increased 31.3% while
operating profits increased 21.9%. The increase in sales was primarily due to
strong customer demand for aluminum wheels and other aluminum automotive
components. Unit wheel sales more than doubled from the prior year, accounting
for approximately 70% of the sales increase. Higher operating profits,
resulting primarily from wheel sales, were partially offset by the
underutilization of two new automotive parts plants. In 1993, the Company
constructed an aluminum wheel plant in Gas City, Indiana and an aluminum
components plant in Richmond, Indiana. These plants were not fully utilized
until 1995, and accordingly fixed costs associated with less than complete
utilization negatively impacted 1994 earnings.
6
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LIQUIDITY
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Net cash provided by operations was $15,464, $29,578, and $17,958 for the
years 1995, 1994, and 1993, respectively. In each of the three years, cash was
primarily provided by income from operations, and depreciation. In 1995,
inventories and accounts receivables increased to support the increased sales
volume.
Net cash used by investing activities was $42,743, $8,848, and $11,121
for the years 1995, 1994, and 1993, respectively. To support the business
expansion activities, investments were made in property, plant, and equipment,
and Casting Technology Company.
Net cash provided (used) by financing activities was $13,151, $(7,567),
and $(7,726) for the years 1995, 1994, and 1993, respectively. In 1995,
increased borrowings were used to fund business expansion. In 1994 and 1993,
financing activities used cash primarily to reduce long-term debt and pay cash
dividends.
CAPITAL RESOURCES
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Capital expenditures were $41,724, $15,596, and $13,990 in 1995, 1994,
and 1993, respectively. In 1995, expenditures were funded by additions to
long-term debt, cash provided by operations, and the prior year cash position.
In 1994 and 1993, the expenditures were funded by cash provided by operations.
At August 31, 1995, the Company had $16,296 of commitments for capital
expenditures to be made in 1996, primarily for the Engineered Components
segment.
Book value per common share at August 31, 1995, was $14.52, up from
$13.02 the prior year. The ratio of long-term debt as a percent of capital
increased to 19.3% at August 31, 1995, from 11.2% at August 31, 1994.
In June of 1995, the Company signed a new five year, $60 million,
revolving credit agreement with its five-member bank group. The agreement
consists of a three-year revolving period, which may be extended for up to two
years under certain conditions, followed by a two-year term loan commitment.
The new agreement provides enhanced borrowing capacity and flexibility to
support the Company's growth program. The financing replaces a prior $40
million agreement which was to expire in 1997.
The Company has $146.9 million of unused borrowing capacity under the most
restrictive debt covenant relating to the above mentioned credit agreement. One
million preferred shares and 6.4 million common shares are authorized and
available for future issuance. Management believes the Company has adequate
financial resources to meet its future needs.
Contingencies. The Company, as is normal for the industry in which it
operates, is involved in certain legal proceedings and subject to certain
claims and site investigations that arise under the environmental laws and
which have not been finally adjudicated. To the extent possible, with the
information available, the Company regularly evaluates its responsibility with
respect to environmental proceedings. The factors considered in this
evaluation are described in detail in the Commitments and Contingencies note to
the consolidated financial statements. At August 31, 1995, the Company had
accrued reserves of $2.6 million for environmental liabilities. The Company is
of the opinion that, in light of its existing reserves, its liability in
connection with environmental proceedings should not have a material adverse
effect on its financial condition or results of operation. The Company is
presently unaware of the existence of any potential material environmental
costs that are likely to occur in connection with disposition of any of its
property.
7
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Impact of Recently Issued Accounting Standards. In March 1995, the FASB
issued Statement No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of, which requires impairment losses
to be recorded on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be
generated by those assets are less than the assets' carrying amount. Statement
121 also addresses the accounting for long-lived assets that are expected to be
disposed of. The Company will adopt Statement 121 in the first quarter of
fiscal 1997 and, based on current circumstances, does not believe the effect of
adoption will be material to the financial position or results of operations.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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REPORT OF ERNST & YOUNG LLP
INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
AMCAST INDUSTRIAL CORPORATION
DAYTON, OHIO
We have audited the accompanying consolidated statements of financial condition
of Amcast Industrial Corporation and subsidiaries as of August 31, 1995 and
1994, and the related consolidated statements of operations, shareholders'
equity, and cash flows for each of the three years in the period ended August
31, 1995. These 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 financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Amcast Industrial
Corporation and subsidiaries at August 31, 1995 and 1994, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended August 31, 1995, in conformity with generally accepted
accounting principles.
As discussed in the Postretirement Health Care and Life Insurance Benefits
note to the consolidated financial statements, in 1993 the Company adopted the
provisions of Statement of Financial Accounting Standards No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions."
Ernst & Young LLP
Dayton, Ohio
October 10, 1995
/s/Ernst & Young LLP
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CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands except per share amounts)
<TABLE>
<CAPTION>
Year Ended August 31
1995 1994 1993
<S> <C> <C> <C>
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 328,231 $ 271,856 $ 222,643
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 260,120 212,598 172,218
----------- ----------- ----------
GROSS PROFIT 68,111 59,258 50,425
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . 41,139 36,038 31,515
----------- ----------- ----------
OPERATING INCOME 26,972 23,220 18,910
Other income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 513 441 1,187
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,387 1,594 1,266
----------- ----------- ----------
INCOME BEFORE INCOME TAXES 26,098 22,067 18,831
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,927 7,613 6,779
----------- ----------- ----------
INCOME BEFORE CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE 17,171 14,454 12,052
Cumulative effect of change in accounting for postretirement
benefits other than pensions, net of taxes . . . . . . . . . . . . . . . . . . (3,942)
----------- ----------- ----------
NET INCOME $ 17,171 $ 14,454 $ 8,110
=========== =========== ==========
Income per share:
Income before cumulative effect of a change in accounting principle . . . . . $ 2.02 $ 1.72 $ 1.44
Cumulative effect of a change in accounting principle . . . . . . . . . . . . (.47)
----------- ----------- ----------
Net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2.02 $ 1.72 $ .97
=========== =========== ==========
</TABLE>
See notes to consolidated financial statements
9
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CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
($ in thousands)
August 31
1995 1994
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents ................................................ $ 1,286 $ 15,414
Accounts receivable ...................................................... 44,643 38,400
Inventories .............................................................. 49,146 38,469
Prepaid expenses ......................................................... 7,786 5,143
-------- --------
TOTAL CURRENT ASSETS 102,861 97,426
PROPERTY, PLANT, AND EQUIPMENT
Land ..................................................................... 1,978 1,940
Buildings ................................................................ 27,653 25,130
Machinery and equipment .................................................. 135,163 110,287
Construction in progress ................................................. 35,530 11,828
-------- --------
200,324 149,185
Less allowances for depreciation ......................................... 94,701 75,531
-------- --------
105,623 73,654
NET ASSETS OF DISCONTINUED OPERATION ....................................... 12,389
OTHER ASSETS ............................................................... 20,883 10,692
-------- --------
$229,367 $194,161
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable ......................................................... $ 33,647 $ 27,169
Compensation and related items ........................................... 9,719 9,066
Accrued expenses ......................................................... 5,930 7,482
Current portion of long-term debt ........................................ 4,522 4,019
Other current liabilities ................................................ 1,198 1,100
-------- --------
TOTAL CURRENT LIABILITIES 55,016 48,836
LONG-TERM DEBT--less current portion ....................................... 29,687 13,910
DEFERRED INCOME TAXES ...................................................... 6,952 4,024
DEFERRED LIABILITIES ....................................................... 13,507 17,228
SHAREHOLDERS' EQUITY
Preferred shares, without par value:
Authorized--1,000,000 shares
Issued--None
Common shares, at stated value:
Authorized--15,000,000 shares
Issued--8,555,875 shares, 8,457,896 shares in 1994 ..................... 8,556 8,458
Capital in excess of stated value ........................................ 64,175 62,912
Retained earnings ........................................................ 51,474 38,793
-------- --------
124,205 110,163
-------- --------
$229,367 $194,161
======== ========
</TABLE>
See notes to consolidated financial statements
10
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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
($ in thousands)
<TABLE>
<CAPTION>
Capital in Common
Common Excess of Retained Shares in
Shares Stated Value Earnings Treasury Total
<S> <C> <C> <C> <C> <C>
BALANCE AT SEPTEMBER 1, 1992 . . . . . . . . . . . . $ 8,370 $ 62,006 $ 24,695 $ (651) $ 94,420
Net income . . . . . . . . . . . . . . . . . . . . 8,110 8,110
Cash dividends declared, $.48 per share . . . . . (4,014) (4,014)
Stock options exercised . . . . . . . . . . . . . 13 61 564 638
Other . . . . . . . . . . . . . . . . . . . . . . (20) (214) (234)
--------- --------- --------- --------- ----------
BALANCE AT AUGUST 31, 1993 . . . . . . . . . . . . . 8,383 62,047 28,577 (87) 98,920
Net income . . . . . . . . . . . . . . . . . . . . 14,454 14,454
Cash dividends declared, $.49 per share . . . . . (4,134) (4,134)
Stock options exercised . . . . . . . . . . . . . 75 698 87 860
Tax benefit from stock options exercised . . . . . 167 167
Other . . . . . . . . . . . . . . . . . . . . . . (104) (104)
--------- --------- --------- --------- ----------
BALANCE AT AUGUST 31, 1994 . . . . . . . . . . . . . 8,458 62,912 38,793 110,163
NET INCOME . . . . . . . . . . . . . . . . . . . . 17,171 17,171
CASH DIVIDENDS DECLARED, $.53 PER SHARE . . . . . (4,523) (4,523)
STOCK OPTIONS EXERCISED . . . . . . . . . . . . . 98 1,029 1,127
TAX BENEFIT FROM STOCK OPTIONS EXERCISED . . . . . 234 234
OTHER . . . . . . . . . . . . . . . . . . . . . . 33 33
--------- --------- --------- --------- ----------
BALANCE AT AUGUST 31, 1995 . . . . . . . . . . . . . $ 8,556 $ 64,175 $ 51,474 $ -- $ 124,205
========= ========= ========= ========= ==========
</TABLE>
See notes to consolidated financial statements
11
<PAGE> 12
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ IN THOUSANDS )
<TABLE>
<CAPTION>
Year Ended August 31
1995 1994 1993
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 17,171 $14,454 $ 8,110
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,392 12,812 12,010
Cumulative effect of change in accounting principle . . . . . . . . . . . . . . . . . . 6,159
Deferred liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (793) 380 (1,183)
Loss (gain) on property, plant and equipment disposals . . . . . . . . . . . . . . . . . 22 46 (850)
Changes in assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,243) (4,636) 1,245
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,677) (3,897) (1,757)
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,643) (887) (1,622)
Prepaid pension costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 249 336 548
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,691) 613 (2,105)
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,478 9,119 (4,160)
Accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (801) 1,238 1,563
------- ------- ------
NET CASH PROVIDED BY OPERATIONS 15,464 29,578 17,958
INVESTING ACTIVITIES:
Proceeds from property, plant, and equipment disposals . . . . . . . . . . . . . . . . . 482 171 1,907
Additions to property, plant, and equipment . . . . . . . . . . . . . . . . . . . . . . (41,724) (15,596) (13,990)
Contributions to joint venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,660) (1,014) (180)
Decrease in discontinued and other assets . . . . . . . . . . . . . . . . . . . . . . . 5,159 7,591 1,142
------- ------- ------
NET CASH USED BY INVESTING ACTIVITES (42,743) (8,848) (11,121)
FINANCING ACTIVITIES:
Additions to long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,300
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . 1,361 1,027 628
Reduction in long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,523) (4,019) (4,347)
Short-term borrowings and current portion of long-term debt . . . . . . . . . . . . . . 503 (337) 231
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,523) (4,134) (4,014)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 (104) (224)
------- ------- -------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 13,151 (7,567) (7,726)
------- ------- -------
Net change in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . (14,128) 13,163 (889)
Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . . . . . . . . . 15,414 2,251 3,140
------- ------- -------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 1,286 $ 15,414 $ 2,251
======== ======== ========
</TABLE>
See Notes To Consolidated Financial Statements
12
<PAGE> 13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($ in thousands except per share data)
ACCOUNTING POLICIES
THE CONSOLIDATED FINANCIAL STATEMENTS include the accounts of Amcast Industrial
Corporation and its subsidiaries (the Company). Intercompany transactions have
been eliminated.
CASH AND CASH EQUIVALENTS include amounts on deposit with financial
institutions and investments maturing within 90 days.
ACCOUNTS RECEIVABLE are stated net of allowances for doubtful accounts of $222
at August 31, 1995, and $147 at August 31, 1994.
INVENTORIES are valued at the lower of cost or market using the last-in,
first-out (LIFO) and the first-in, first-out (FIFO) methods.
PROPERTY, PLANT, AND EQUIPMENT are carried at cost. Expenditures for
significant renewals and improvements are capitalized. Repairs and maintenance
are charged to expense as incurred.
DEPRECIATION is computed on the straight-line method. The amortization periods
represent the estimated useful lives of the assets.
DEFERRED INCOME TAXES are provided for temporary differences between financial
and tax reporting in accordance with the liability method under the provisions
of Statement of Financial Accounting Standard No. 109, "Accounting for Income
Taxes".
NET INCOME PER SHARE is computed on the weighted average number of common
shares outstanding during each year. The exercise of outstanding options, which
are common stock equivalents, would cause no material dilution.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
- ----------------------------------------------
In March 1995, the FASB issued Statement No. 121, Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, which
requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. Statement 121 also addresses the accounting for long-lived
assets that are expected to be disposed of. The Company will adopt Statement
121 in the first quarter of fiscal 1997 and, based on current circumstances,
does not believe the effect of adoption will be material to the financial
position or results of operations.
13
<PAGE> 14
DISCONTINUED AND RETAINED OPERATIONS
Effective August 31, 1992, the Company adopted a plan to sell the Stanley G.
Flagg & Co. division (Flagg), a manufacturer of iron and brass pipe fittings
and utility pole line hardware. Since 1992, the Company has reported Flagg as
a discontinued operation.
The Company has sold inventory and machinery and equipment relating to the iron
fittings and the utility hardware product lines. Certain idle equipment
relating to these product lines remains unsold. Effective August 31,1995, the
Company decided to retain the brass business of Flagg. The brass business is
currently operating in a portion of the Flagg facility. The operations and the
assets of the brass business are immaterial to the Company and therefore,
previously reported results of operations and statements of financial condition
have not been reclassified. In the future, sales of the brass business will be
reported in the Flow Control Products Segment. Sales were $7,615 in 1995.
Total assets, included in Flow Control Products identifiable assets, were
$11,857 at year end. The asset values of the remaining idle facility and
machinery and equipment relating to the iron and utility hardware product lines
are being held for sale and are recorded at their net realizable value in
other assets.
INVENTORIES
<TABLE>
<CAPTION>
The major components of inventories as of August 31 are:
1995 1994
<S> <C> <C>
Finished products . . . . . . . . . . . . . . . . . . . . . . . . . . . . $31,881 $21,234
Work in process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,450 13,121
Raw materials and supplies . . . . . . . . . . . . . . . . . . . . . . . 11,961 10,435
------- -------
59,292 44,790
Less amount to reduce certain inventories
to LIFO value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,146 6,321
------- --------
$49,146 $38,469
======= =======
</TABLE>
Inventories reported on the FIFO method were $12,901 and $5,435 at August 31,
1995 and 1994, respectively. The estimated replacement cost of inventories is
the amount reported before the LIFO reserve.
OTHER ASSETS
The major components of other assets as of August 31 are:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Assets held for resale . . . . . . . . . . . . $ 3,522 $ 553
Investment in joint venture . . . . . . . . . . 7,278 648
Other . . . . . . . . . . . . . . . . . . . . 10,083 9,491
------- -------
$20,883 $10,692
======= =======
</TABLE>
Properties held for resale reflect the estimated realizable values of the
fixed assets of closed facilities. The investment in joint venture represents
the Company's share of Casting Technology Company's net equity.
The fair market value of technical and product programs ($639 in 1995 and
$1,419 in 1994), as determined by an independent appraiser, were recognized at
the date of acquisition of certain businesses. Technical and product programs
are being amortized over 10 years on a straight-line basis. The excess of
cost over the fair market value of the businesses acquired ($2,688 in 1995 and
$2,774 in 1994) is being amortized on a straight-line basis over 40 years.
14
<PAGE> 15
LONG-TERM DEBT AND CREDIT ARRANGEMENTS
<TABLE>
The following table summarizes the Company's borrowings at August 31:
<CAPTION>
1995 1994
<S> <C> <C>
Senior notes . . . . . . . . . . . . . . . . $ 7,232 $10,964
Revolving credit notes . . . . . . . . . . . 13,000
Lines of credit . . . . . . . . . . . . . . . 7,300
Industrial revenue bonds . . . . . . . . . . 6,677 6,965
------- -------
34,209 17,929
Less current portion . . . . . . . . . . . . 4,522 4,019
------- -------
LONG-TERM DEBT $29,687 $13,910
======= =======
</TABLE>
Senior notes consist of two agreements with interest rates of 9.32% and
9%. The notes call for periodic principal payments and mature June 5, 1996, and
September 15, 1999, respectively.
The Company has a $60,000 credit agreement extending through March 31,
2000. There were $13,000 outstanding borrowings under this credit agreement at
August 31, 1995, with a weighted average interest rate of 6.3%. The interest
rate on borrowings under this agreement is based on, at the Company's option,
the prime rate, the certificate of deposit rate plus a premium, or the
Euro-dollar rate plus a premium. Premiums are subject to Company performance
measured on a quarterly basis and range from 0.375% to 0.75%. A commitment fee
of 0.15% is payable on the unused portion of the credit line.
The Company has lines of credit totaling $25,000. At August 31, 1995,
borrowings were $7,300 with a weighted average interest rate of 6.4%. These
lines require no material compensating balances or commitment fees.
Industrial revenue bonds consist of various issues at fixed and variable
interest rates, ranging from 3.9% to 5%. These bonds call for principal payments
at various dates through 2004.
Debt covenants require the Company to maintain certain current and
debt-to-equity ratios. Other provisions limit the aggregate amount of certain
defined payments including purchase of Company stock and cash dividends. At
August 31, 1995, all retained earnings were available for the payment of
dividends.
The obligations in connection with industrial revenue bonds and certain
notes included in long-term debt are collateralized by property, plant, and
equipment with a net book value of $2,907 and $3,673 at August 31, 1995 and
1994, respectively.
Long-term debt maturities for each of the next five years are $4,522 in
1996, $1,105 in 1997, $1,107 in 1998, $6,990 in 1999, and $14,910 in 2000.
Capitalized interest was $390 and $878 in 1995 and 1993, respectively.
Interest paid was $1,830, $1,705, and $2,230 in 1995, 1994, and 1993,
respectively.
15
<PAGE> 16
STOCK OPTIONS
The Company has two active stock option plans.
The 1981 Stock Option Plan was approved by shareholders of the Company
on December 16, 1981, and amended by the shareholders on December 18, 1985.
The plan provided for the granting of a maximum of 400,000 options to purchase
common shares to key employees of the Company and its subsidiaries. The option
price per share may not be less than the fair market value of a share on the
date the option is granted, and the maximum term of an option may not exceed
ten years. Options granted under the plan may include related stock
appreciation rights. Granting of options under this plan expired on October
13, 1991.
The 1989 Stock Incentive Plan was approved by shareholders of the
Company on December 14, 1988 and amended by the shareholders on December 9,
1992. The plan provides for the granting of a maximum of 800,000 stock
options, stock appreciation rights, performance awards, and restricted stock
awards to key employees of the Company and its subsidiaries. The option price
per share may not be less than the fair market value of a share on the date the
option is granted, and the maximum term of an option may not exceed ten years.
The 1989 Director Stock Option Plan was approved by the shareholders of
the Company on December 14, 1988. The plan provides for the granting of a
maximum of 120,000 nonqualified stock options. The option price per share is
equal to the fair market value of a Company share on the date of grant. The
term of each option is five years, and an option first becomes exercisable one
year after the date of grant. Under the plan, each person serving as a
director of the Company on the first business day of January of each year, who
is not employed by the Company will automatically be granted 1,500 options.
Information regarding the Company's stock option plans is summarized
below:
<TABLE>
<CAPTION>
1981 1989 1989
Stock Stock Director Stock
Option Plan Incentive Plan Option Plan
----------- -------------- --------------
<S> <C> <C> <C>
Shares under option:
Outstanding at September 1, 1992 . . . . . . . . . . . . . . . . . . 30,832 263,084 45,000
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102,623 12,000
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (23,832) (46,174) (10,500)
------- -------- -------
Outstanding at August 31, 1993 . . . . . . . . . . . . . . . . . . . 7,000 319,533 46,500
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97,932 10,500
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,000) (65,009) (15,000)
Canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,129)
------- -------- -------
Outstanding at August 31, 1994 . . . . . . . . . . . . . . . . . . . 341,327 42,000
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129,137 10,500
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (91,144) (6,000)
Canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,000)
-------- -------
Outstanding at August 31, 1995 . . . . . . . . . . . . . . . . . . . 368,320 46,500
======== =======
Options available to grant at August 31, 1995 . . . . . . . . . . . . . 121,803 39,000
======== =======
Average option price per share:
At August 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . $ 12.75 $ 12.81 $ 14.37
At August 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . 14.95 16.69
At August 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . 17.33 18.39
Options Exercisable:
At August 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . 7,000 216,910 34,500
At August 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . 243,395 31,500
At August 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . 244,183 36,000
Average price of options exercised:
Year Ended August 31, 1993 . . . . . . . . . . . . . . . . . . . . . $ 11.43 $ 9.44 $ 11.04
Year Ended August 31, 1994 . . . . . . . . . . . . . . . . . . . . . 12.75 11.78 12.66
Year Ended August 31, 1995 . . . . . . . . . . . . . . . . . . . . . 11.47 11.00
</TABLE>
16
<PAGE> 17
LEASES
The Company has a number of operating lease agreements primarily involving
machinery, physical distribution, and computer equipment. Certain of these
leases contain renewal or purchase options which vary by lease. These leases
are noncancelable and expire on dates through 2000.
Rent expense was $5,206, $5,234, and $2,404 for the years ended August
31, 1995, 1994, and 1993, respectively.
The following is a schedule by year of future minimum rental payments
required under the operating leases that have initial or remaining
noncancelable lease terms in excess of one year as of August 31, 1995:
<TABLE>
<S> <C>
1996 . . . . . . . . . . . . . . . . . . . $ 4,403
1997 . . . . . . . . . . . . . . . . . . . 3,815
1998 . . . . . . . . . . . . . . . . . . . 8,210
1999 . . . . . . . . . . . . . . . . . . . 188
2000 . . . . . . . . . . . . . . . . . . . 61
--------
TOTAL MINIMUM LEASE PAYMENTS . . . . . . . $ 16,677
========
</TABLE>
PREFERRED SHARE PURCHASE RIGHTS
The Company has a Shareholder Rights Plan pursuant to which holders of the
Company's common shares receive a dividend of one preferred share purchase
right (collectively, the "Rights") for each common share held. The Rights
contain features which, under defined circumstances, allow holders to buy
shares at a bargain price. The Rights will expire on February 28, 1998. The
Rights are not presently exercisable and trade in tandem with the common
shares. The Rights become exercisable following the close of business on the
tenth day after a public announcement that a person or group has acquired 20%
or more of the common shares of the Company or a public announcement or
commencement of a tender or exchange offer which would result in ownership of
30% or more of the common shares of Amcast. It is expected that the Rights will
begin to trade independently of the Company's common shares at that time.
The Company may redeem the Rights for one cent per Right any time prior
to the close of business on the tenth day following the day that a 20% position
is acquired and under certain circumstances thereafter, including certain
transactions not involving a 20% shareholder of the Company.
17
<PAGE> 18
COMMITMENTS AND CONTINGENCIES
At August 31, 1995, the Company has committed to capital expenditures
of $16,296 in 1996, primarily for the Engineered Components segment.
The Company, as is normal for the industry in which it operates, is
involved in certain legal proceedings and subject to certain claims and site
investigations which arise under the environmental laws and which have not been
finally adjudicated.
The Company has been identified as a potentially responsible party by
various state agencies and by the United States Environmental Protection Agency
(U.S. EPA) under the Comprehensive Environmental Response Compensation and
Liability Act of 1980, as amended, for costs associated with eight U.S. EPA led
multi-party sites and six state environmental agency-led remediation sites.
Each of these claims involves third-party owned disposal sites for which
compensation is sought from the Company as an alleged waste generator for
recovery of past governmental costs or for future investigation or remedial
actions. The designation as a potentially responsible party and the assertion
of such claims against the Company are made without taking into consideration
the extent of the Company's involvement with the particular site. In each
instance, claims have been asserted against a number of other entities for the
same recovery or other relief as was asserted against the Company. These
claims are in various stages of administrative or judicial proceeding. The
Company has no reason to believe that it will have to pay a significantly
disproportionate share of clean-up costs associated with any site.
To the extent possible, with the information available at the time, the
Company has evaluated its responsibility for costs and related liability with
respect to the above sites. In making such evaluation, the Company did not
take into consideration any possible cost reimbursement claims against its
insurance carriers. The Company is of the opinion that its liability with
respect to those sites should not have a material adverse effect on its
financial position or results of operations. In arriving at this conclusion,
the principal factors considered by the Company were ongoing settlement
discussions with respect to certain of the sites, the volume and relative
toxicity of waste alleged to have been disposed of by the Company at certain
sites, which factors are often used to allocate investigative and remedial
costs among potentially responsible parties, the probable costs to be paid by
other potentially responsible parties, total projected remedial costs for a
site, if known, and the Company's existing reserve to cover costs associated
with unresolved environmental proceedings. At August 31, 1995, the Company's
accrued undiscounted reserve for such contingencies was $2.6 million.
Allied-Signal Inc. has brought an action against the Company seeking a
contribution from the Company equal to 50% of Allied-Signal's estimated $30
million remediation cost in connection with a site in southern Ohio. The
Company believes its responsibility with respect to this site is very limited
due to the nature of the foundry sand waste it disposed of at the site. A
trial in this case was completed in February of 1995, but no judgment has been
rendered. The Company believes that if it has any liability at all in regard
to this matter, that liability would not be material to its financial position
or results of operations.
The Company is a defendant in a lawsuit brought by the Public Interest
Research Group Inc. seeking substantial penalties for alleged waste water
discharges by the Company's Stanley G. Flagg & Co. Division during a 48-month
period ended in October of 1988. The Company's discharges have been in
compliance since at least 1990. The Company therefore believes that penalties,
if any, will not be material to its financial position or results of
operations.
18
<PAGE> 19
PENSION PLANS
The Company has a noncontributory defined benefit pension plan covering certain
employees. The plan covers salaried employees and provides pension benefits
that are based on years of credited service, employee compensation during years
preceding retirement, and the primary social security benefit. The plan also
covers hourly employees and provides pension benefits of stated amounts for
each year of credited service. The Company's policy is to fund the annual
amount required by the Employee Retirement Income Security Act of 1974. Plan
assets consist of U.S. Treasury bonds and notes, U.S. governmental agency
issues, corporate bonds, and common stocks. The plan held 350,000 common shares
of the Company at August 31, 1995 (7.8% of plan assets) and 1994 (9% of plan
assets).
The Company also sponsors a deferred compensation profit sharing plan
for the benefit of substantially all salaried employees. The Company provides a
15% match on employee contributions up to 6% of eligible compensation and a
supplemental savings match from 1% to 35% based on the Company achieving a
minimum return on shareholders' equity and subject to IRS limitations.
The Company participates in a multiemployer plan which provides defined
benefits to certain bargaining unit employees.
The following table sets forth the funded status and the amounts recognized
in the consolidated statements of financial condition for the Company's defined
benefit plan at August 31:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Actuarial present value of benefit obligation:
Vested benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (81,636) $(78,127)
======== =======
Accumulated benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (82,573) $(78,901)
======== =======
Projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (87,233) $(82,654)
Plan assets at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,559 82,986
-------- --------
(Under)overfunded projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . (1,674) 332
Unrecognized net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,026 1,847
Unrecognized prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,897 2,020
Unrecognized transition (asset) being recognized over a minimum of 15 years . . . . . . . . . . (3,625) (4,183)
--------- --------
Net pension (liability) asset recognized in the consolidated
statement of financial condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (376) $ 16
======= =======
</TABLE>
<TABLE>
A summary of the components of net periodic pension cost for the defined plan in 1995, 1994, and 1993, and the total amounts
charged to expense for the defined contribution and multiemployer plans follows:
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Defined benefit plan:
Service cost of current period . . . . . . . . . . . . . . . . . . . . . . $ 1,133 $ 1,315 $ 1,278
Interest cost on projected benefit obligation . . . . . . . . . . . . . . 6,412 6,289 6,466
Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . (10,021) (1,798) (10,159)
Net amortization and deferral . . . . . . . . . . . . . . . . . . . . . . 2,868 (5,320) 2,963
--------- --------- --------
Net pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 392 486 548
Defined contribution plan . . . . . . . . . . . . . . . . . . . . . . . . . . 510 410 301
Multiemployer pension plan . . . . . . . . . . . . . . . . . . . . . . . . . 214 197 180
--------- --------- --------
TOTAL COST $ 1,116 $ 1,093 $ 1,029
========= ========= ========
Assumed rates of return:
Weighted average discount rate . . . . . . . . . . . . . . . . . . . . . . 7.5% 8.0% 7.5%
Rate of future compensation increase . . . . . . . . . . . . . . . . . . . 4.7% 4.7% 4.7%
Long-term return on assets:
Dedicated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.0% 7.5% 8.5%
Nondedicated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.5% 10.0% 10.0%
</TABLE>
19
<PAGE> 20
POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE BENEFITS
The Company provides health care and life insurance benefits to designated
salary and hourly employees who participate in a defined benefit pension plan
and who retired prior to January 1, 1992. The plan coordinates with Medicare
and requires employee contributions. The Company also provides similar benefits
to certain employees, represented by bargaining units, who retire before
attaining age 65 and meet certain minimum service requirements. Benefits for
the bargaining unit employees terminate when the retiree attains age 65. The
Company funds the postretirement benefits on a cash basis.
In the fourth quarter of 1993, the Company elected to adopt Statement
of Financial Accounting Standards (SFAS) No.106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions", effective September 1, 1992. The
statement requires the cost of these benefits to be recognized during the
employee's active working career rather than expensed when paid as had been the
prior practice.
The cumulative effect of adopting SFAS 106 using the immediate
recognition method as of September 1, 1992, was a charge to earnings of $3,942,
net of $2,217 deferred income tax benefit. The adoption of SFAS 106 had no
material effect on 1993 operating results.
Accumulated postretirement benefit obligation recognized in 1995 and 1994:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Retirees . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,390 $ 3,497
Fully eligible active plan participants . . . . . . . . . . . 346 1,718
Other active employees . . . . . . . . . . . . . . . . . . . . 427 292
------- -------
5,163 5,507
Deferred gain . . . . . . . . . . . . . . . . . . . . . . . . 241 358
------- -------
$ 5,404 $ 5,865
======= =======
</TABLE>
In prior years, health care and life insurance benefits for retired
employees of closed facilities were provided for at the time the related
facility was closed. The accrued postretirement benefit obligation for these
retirees at August 31, 1995 was $2,400.
Net periodic postretirement benefit expense for 1995, 1994 and 1993 is as
follows:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Service cost . . . . . . . . . . . . . . . . . . . $ 25 $ 28 $ 40
Interest cost . . . . . . . . . . . . . . . . . . . 415 460 447
------ ----- -----
$ 440 $ 488 $ 487
====== ===== ======
</TABLE>
The acturial assumptions used to determine 1995 and 1994 costs and
benefit obligation includes a discount rate of 7.5% and 8%, respectively. The
assumed rates of future increases in per capita cost of health care benefits
(health care trend rates) are 8% in 1996 and 9% in 1995, decreasing gradually to
5.5% by the year 1999. Increasing the health care trend rate by one percentage
point would increase the accumulated postretirement benefit obligation $250 and
would increase the 1995 postretirement benefit cost $21.
20
<PAGE> 21
<TABLE>
INCOME TAXES
The provisions for income taxes are as follows:
1995 1994 1993
<S> <C> <C> <C>
Currently payable
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 561 $ 466 $ 14
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 542 460 108
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,896 3,962 2,269
Deferred
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88 (100) 100
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,840 2,825 4,288
------ ------ ------
$8,927 $7,613 $6,779
====== ====== ======
</TABLE>
<TABLE>
Reconciliations of income taxes computed by applying the statutory federal income tax rate to the provisions for income taxes
are as follows:
<S> <C> <C> <C>
Federal income tax at statutory rate . . . . . . . . . . . . . . . . . . . . $9,134 $7,723 $6,528
Federal tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (400)
State Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 422 238 74
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (229) (348) 177
------ ------ ------
$8,927 $7,613 $6,779
====== ====== ======
</TABLE>
<TABLE>
Deferred taxes resulting from temporary differences between financial and tax reporting are as follows:
<S> <C> <C> <C>
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 846 $ 628 $ 672
Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 847 518 646
Discontinued operation . . . . . . . . . . . . . . . . . . . . . . . . . . . 645 2,493 1,882
Start-up costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,359 (137) 1,323
Federal tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (400)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (369) (317) (27)
------ ------ ------
$2,928 $3,185 $4,496
====== ====== ======
</TABLE>
<TABLE>
The Company has income tax credits of $400 expiring in 2006 through 2010 and an alternative minimum tax credit of $1,092 available
to offset future tax payments. Income taxes paid totaled $6,603, $3,347, and $2,474 in 1995, 1994, and 1993, respectively.
Significant components of deferred tax assets and liabilities are as follows :
<CAPTION>
Deferred tax assets related to:
1995 1994
<S> <C> <C>
Accrued compensation and related items . . . . . . . . . . . . . . . . . . $ 5,284 $6,747
Tax credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . 1,492 975
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,311 3,187
------- -------
10,087 10,909
Deferred tax liabilities related to:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,408 9,888
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,201 3,615
------- -------
15,609 13,503
------- -------
Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . $ 5,522 $2,594
======= ======
21
</TABLE>
<PAGE> 22
MAJOR CUSTOMERS AND CREDIT CONCENTRATION
The Company sells products to customers primarily in the United States.
The Company performs ongoing credit evaluations of customers, and generally
does not require collateral. Allowances are maintained for potential credit
losses and such losses have been within management's expectations.
On August 31, 1995, trade receivables from the domestic automotive
industry were $17,674 and $21,173 was due from the construction industry.
Sales to Engineered Components' largest customer, General Motors
Corporation, were $120,100, $89,300, and $60,000 for the years ended August 31,
1995, 1994, and 1993, respectively. Trade receivables from General Motors
Corporation on August 31, 1995 and 1994, were $13,192 and $10,175 and were
current. No other single customer accounted for a material portion of trade
receivables.
22
<PAGE> 23
BUSINESS SEGMENTS
($ IN THOUSANDS)
The Company has two business segments, Flow Control Products and Engineered
Components.
Through the Flow Control Products and Engineered Components segments, the
Company serves the construction, automotive, industrial, and aerospace sectors
of the economy. See Corporate Profile on the inside front cover and pages 4
through 13 of the annual report incorporated by reference, for a review of the
major products produced.
Flow Control Products sales of copper plumbing fittings amounted to
$112,492, $92,532, and $80,156 in 1995, 1994, and 1993, respectively. Sales of
aluminum products to the automotive industry by Engineered Components amounted
to $150,215, $111,104, and $76,873 in 1995, 1994, and 1993, respectively.
Export sales and sales by geographic area were not material.
<TABLE>
<CAPTION>
NET SALES INCOME BEFORE INCOME TAXES
1995 1994 1993 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C>
Flow Control Products ..................... $ 146,692 $124,090 $110,096 $ 25,387 $19,849 $15,703
Engineered Components ..................... 181,539 147,766 112,547 8,862 10,034 8,228
Corporate ................................. (6,764) (6,222) (3,834)
Interest Expense .......................... (1,387) (1,594) (1,266)
--------- -------- -------- -------- ------- -------
$ 328,231 $271,856 $222,643 $ 26,098 $22,067 $18,831
========= ======== ======== ======== ======= =======
IDENTIFIABLE ASSETS DEPRECIATION
Flow Control Products ..................... $ 92,373 $ 65,564 $ 61,753 $ 4,294 $ 3,913 $ 3,947
Engineered Components ..................... 133,437 97,798 89,061 9,954 8,707 7,813
Corporate ................................. 3,557 18,410 5,743 144 192 250
--------- -------- --------
Continuing Operations ..................... 229,367 181,772 156,557
Discontinued Operation .................... 12,389 19,980
--------- -------- -------- -------- ------- -------
$ 229,367 $194,161 $176,537 $ 14,392 $12,812 $12,010
========= ======== ======== ======== ======= =======
CAPITAL EXPENDITURES
Flow Control Products ..................... $ 12,236 $ 4,893 $ 2,345
Engineered Components ..................... 29,371 10,592 11,522
Corporate ................................. 117 111 123
--------- -------- --------
$ 41,724 $ 15,596 $ 13,990
========= ======== ========
</TABLE>
23
<PAGE> 24
QUARTERLY FINANCIAL DATA (UNAUDITED)
($ in thousands except per share data)
<TABLE>
<CAPTION>
FISCAL QUARTER FOR THE YEAR
-------------------------------------------------------------
1995 1ST 2ND 3RD 4TH
<S> <C> <C> <C> <C> <C>
Net sales ............................... $ 76,998 $ 81,755 $ 86,397 $ 83,081 $ 328,231
Gross profit ............................ 15,657 17,055 17,893 17,506 68,111
Net income .............................. 3,623 4,278 4,674 4,596 17,171
Net income per share .................... $ .43 $ .50 $ .55 $ .54 $ 2.02
Average number of shares outstanding .... 8,475 8,513 8,524 8,553 8,517
Fiscal Quarter For the Year
-------------------------------------------------------------
1994 1st 2nd 3rd 4th
Net sales ............................... $ 60,328 $ 67,697 $ 70,902 $72,929 $ 271,856
Gross profit............................. 12,635 14,694 15,822 16,107 59,258
Net income .............................. 2,685 3,513 4,291 3,965 14,454
Net income per share .................... $ .32 $ .42 $ .51 $ .47 $ 1.72
Average number of shares outstanding .... 8,390 8,409 8,444 8,455 8,425
</TABLE>
24
<PAGE> 25
SIGNATURES
Pursuant to the requirements of Section 13 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, on the 25th day of March 1996.
AMCAST INDUSTRIAL CORPORATION
(Registrant)
By /s/ John H. Shuey
--------------------------
John H. Shuey
President and
Chief Executive Officer
Pursuant to the requirements of the Securities and Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------- ---------------------------- -----------------
<S> <C> <C>
/s/ John H. Shuey President, Chief Executive March 25, 1996
- ------------------------- Officer, Director
John H. Shuey (Principle Executive Officer)
/s/ Douglas D. Watts Vice President, Finance March 25, 1996
- ----------------------- (Principle Financial Officer)
Douglas D. Watts
/s/ William L. Bown Vice President and Controller March 25, 1996
- ------------------- (Principle Accounting Officer)
William L. Bown
*Leo W. Ladehoff Chairman of the Board,
Director March 25, 1996
*James K. Baker Director March 25, 1996
*Walter E. Blankley Director March 25, 1996
*Peter H. Forster Director March 25, 1996
*Ivan W. Gorr Director March 25, 1996
*Earl T. O'Loughlin Director March 25, 1996
*William G. Roth Director March 25, 1996
*R. William Van Sant Director March 25, 1996
<FN>
*The undersigned John H. Shuey, by signing his name hereto, does sign
and execute this amendment to the annual report on Form 10-K/A-1 on behalf of
each of the above-named directors of the registrant pursuant to powers of
attorney executed by each such director and filed with the Securities and
Exchange Commission as an exhibit to the Form 10-K.
</TABLE>
By /s/ John H. Shuey
-------------------------------
John H. Shuey
Attorney in Fact
25
