<PAGE> 1
===============================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 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 NO. 0-6079
AMELCO CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
CALIFORNIA 99-0068616
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
19208 SOUTH VERMONT AVENUE
GARDENA, CALIFORNIA 90248
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 327-3070
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ----------------------
<S> <C>
NONE NONE
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, WITHOUT PAR VALUE
(TITLE OF CLASS)
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
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 [ ]
The aggregate market value of Common Stock held by non-affiliates on
December 1, 1995 was $353,000.
As of December 1, 1995, there were 1,443,542 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive proxy statement to be filed
pursuant to Regulation 14A not later than 120 days after the end of the fiscal
year (September 30, 1995) are incorporated by reference in Part III.
===============================================================================
<PAGE> 2
PART I
Item 1. BUSINESS
Amelco Corporation (the "Company") was organized in 1967 to become
the parent of existing operating companies. The Company, through its
subsidiaries, engages in specialty construction work (primarily electrical and
mechanical construction). Construction operations are conducted in the western
continental United States, Hawaii and Guam.
OPERATIONS
The Company's contracting subsidiaries primarily act as specialty
contractors, and are capable of providing the full range of services in the
construction and installation of electrical and mechanical systems. These
activities are performed in the commercial and industrial construction market,
primarily in connection with the construction, rebuilding or renovation of
commercial buildings, industrial plants, convention buildings, wastewater
treatment plants, hotels, hospitals, hydroelectric dams, refineries, power
generating facilities, security systems, highway lighting and military
facilities.
Over the years, profit has been dependent upon management's ability
to accurately estimate costs to be incurred on projects which are competitively
bid and to effectively control costs of work in progress. Costs ultimately
incurred are affected by the incidence of such events and conditions as labor
shortages, time extensions, weather, latent geological conditions, delays
caused by others and fluctuations in the prices of materials. Because of the
large number of variables affecting costs (many of which are not controllable),
increased revenues in a particular accounting period do not necessarily result
in increased operating profits; losses may occur even when revenues increase.
The subsidiaries operate in a highly competitive industry. They
compete with numerous other local, regional and national contractors, both
smaller and larger than the subsidiaries, none of which are considered to be
dominant in the construction markets in which the subsidiaries operate.
Substantially all of the subsidiaries' construction contracts are awarded on
the basis of competitive bidding. Because of the degree of competition in the
industry, which is primarily based on the price of construction services
rendered, there is a greater likelihood that the subsidiaries will be an
unsuccessful bidder rather than a successful bidder.
1
<PAGE> 3
Substantially all of the construction contracts have been
fixed-price contracts. Substantially greater risks are involved in fixed-price
contracts than in cost-plus-fee and target-estimate contracts since the
contractor assumes responsibility for completing the work for the contract
price regardless of ultimate costs. The ability of the subsidiaries to mitigate
these risks is largely dependent upon management's ability to accurately
estimate construction costs at the time of bid preparation and to effectively
manage and control costs of work in progress during the course of contract
performance.
The Company has no major customers, the loss of which would have a
material adverse impact on the Company.
In connection with these contracting activities, the subsidiaries,
from time to time, assert claims for compensation in excess of the contract
price because of delays, owner-caused changed conditions or interruptions,
improper or revised specifications or disagreements with respect to the
contracted scope of work. Claims for additional compensation may arise in any
accounting period and may or may not be material to operations. All costs of
construction which give rise to a claim are expensed in the period in which
they were incurred. However, the amount of any claim is not recognized as
revenue until a settlement has been concluded. Claim settlements in 1995 and
1994 were not significant. Income from claim settlements in fiscal 1993
approximated $366,000. Various other claims have been filed. No assurance can
be given that such claims will be allowed nor is the extent of any potential
recovery presently estimable.
The subsidiaries have numerous suppliers for materials and
equipment, none of which are individually dominant, and have experienced no
significant difficulty in obtaining the materials needed to pursue the
contracted work.
The backlog of uncompleted contracting work was approximately
$87,661,000 on contracts in force as of September 30, 1995, compared with
$122,084,000 as of September 30, 1994, inclusive of the Company's proportionate
share of contract backlog from joint ventures amounting to $40,000 and
$4,425,000 at September 30, 1995 and 1994, respectively. The Company estimates
that 75% of the September 30, 1995 backlog will be substantially completed
during fiscal 1996. Contracting backlog at any given time is subject to change
due to modifications to the projects concerned. While backlog is an indication
of future revenues, no assurance can be given that earnings will be realized
from performance of contracts reflected in the backlog.
The Company, through its subsidiaries, participates in joint venture
arrangements from time to time where the joint venturers undertake to bid and
complete, if awarded, a construction contract. These arrangements typically
provide for the sharing of profit or losses in the same relationship as the
capital contributions of the joint venturers and joint and several
responsibility for contract performance. In fiscal 1995, a subsidiary of the
Company had three separate joint venture
2
<PAGE> 4
arrangements which provided for equity participations ranging from 49% to 50%.
Projects under these joint venture arrangements, including a joint venture with
Industrial Construction, an Idaho-based specialty contractor, are substantially
complete at September 30, 1995. Further information on joint venture
participations is contained in note 10 to the consolidated financial statements
in Item 8, Part II of this report, which is incorporated herein by reference.
The Company's Hawaii - based contracting subsidiaries perform
various maintenance and repair services relating primarily to electrical and
air-conditioning installations. Revenues derived from maintenance and repair
services are not material to the consolidated financial statements.
Employees: As of September 30, 1995, the Company had approximately
526 employees, of whom approximately 450 were engaged in operational activities
and approximately 76 were in supervisory, administrative and clerical
positions. Portions of the construction work for which the Company is
responsible are carried out by subcontractors who separately employ additional
personnel. The number of employees engaged in operational activities
fluctuates continuously based upon the number and size of projects. A number of
labor unions represent employees, of which local unions of the International
Brotherhood of Electrical Workers are considered to be dominant. No one union
is the sole bargaining agent.
Employee benefits for non-bargaining employees include a 401(k) plan
and group medical, dental, disability and life insurance programs.
Energy, Supply, Production and Environmental Matters:
The Company is not in an energy intensive business.
The Company experienced no significant problems in fiscal 1995
relating to the availability or price of construction materials.
Construction operations are primarily located in Hawaii and the
western continental United States and, therefore, are not normally subject to
the effects of significant seasonal variations.
The Company's operations are such that compliance with environmental
legislation and regulations is not a significant factor. The Company, to some
extent, benefits from construction work resulting from compliance with
environmental requirements by other industries.
3
<PAGE> 5
Item 2. PROPERTIES
The following table summarizes properties occupied by the Company
and its subsidiaries. All properties utilized in construction operations have
combined uses as offices and warehouses. Management believes that these
facilities are in good ondition, well maintained and adequate to serve the
needs of the Company:
<TABLE>
<CAPTION>
IMPROVEMENTS--
APPROXIMATE OWNED
LOCATION SQUARE FOOTAGE OR LEASED
-------- -------------- ---------
<S> <C> <C>
Gardena, California (1) 25,000 Leased
San Leandro, California 7,000 Owned
San Diego, California 7,000 Owned
Honolulu, Hawaii (2) 36,000 Leased
Barrigada, Guam (3) 36,300 Owned
</TABLE>
(1) In addition to office and warehouse facilities for the Los Angeles
construction operations, this property houses the corporate offices of
the Company. This property is presently being rented from a related
party on a quarter-to-quarter basis pending management's evaluation of
alternative office requirements.
(2) This property serves as the central office for the Hawaii construction
operations. This leasehold property has been pledged as collateral for
short-term debt of the Company. The lease expires in 2029.
(3) This property has been pledged as security for an eight-year
$2,000,000 mortgage loan obtained by the Company in August 1993.
Further information with respect to the mortgage is provided in note 4
to the consolidated financial statements in Item 8, Part II of this
report, which is incorporated herein by reference.
Item 3. LEGAL PROCEEDINGS
There are no material legal proceedings to which the Company or any
of its subsidiaries are a party which would, in management's opinion, have a
material impact on the consolidated financial statements taken as a whole.
4
<PAGE> 6
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names and ages of the Company's
executive officers, together with all positions and offices held with the
Company by such executive officers. Officers are appointed by the Board of
Directors to serve at the pleasure of the Board.
<TABLE>
<CAPTION>
NAME AGE POSITION(S) WITH THE COMPANY/OTHER
---- --- ----------------------------------
<S> <C> <C>
Samuel M. Angelich 71 Vice President - Continental U.S. and Director (October 1982 to
June 1986)
Senior Vice President and Director (June 1986 to January 1988)
President and Chairman of the Board (since January 1988)
John M. Carmack 58 Director and Secretary (since January 1988)
Partner in the law firm of Gill and Baldwin (since 1966)
Mark S. Angelich 39 Vice President of Administration of Amelco Industries (August
1986 to January 1988)
Executive Vice President and Director (since January 1988)
Mr. Angelich is the son of Samuel Angelich
Patrick T. Miike 45 Treasurer (since March 1985)
Vice President - Finance (since January 1988)
</TABLE>
5
<PAGE> 7
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
The only equity securities outstanding are shares of common stock,
without par value, which are traded over-the-counter. During each quarter of
the last two fiscal years, high and low bid prices for common stock, as
reported by a stockbroker, were as follows:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED SEPTEMBER 30
----------------------------------------------------
1994 1995
-------------------- ---------------------
HIGH LOW HIGH LOW
---- ---- ----- -----
<S> <C> <C> <C> <C>
Quarter:
First 3 3 3-7/8 2-1/2
Second 3 3 2-1/2 2-1/2
Third 3 3 2-1/2 2-1/2
Fourth 3 2-1/2 2-1/2 2-1/2
</TABLE>
The reported bid price on December 1, 1995 was 2-1/2.
These quotations were provided by a single stockbroker (Abel-Behnke
Corporation) known to make a market in the Company's common stock and reflect
bids only, without retail markup, markdown or commission and may not
necessarily represent actual transactions.
The Company has paid cash dividends on its common stock of $0.10,
$0.15, $0.25, $0.15, $0.25 and $0.25 on February 15, 1995, March 25, 1994,
February 12, 1993, March 16, 1992, November 15, 1990 and September 25, 1989,
respectively. The payment of dividends requires the consent of the Company's
bonding surety and its bank. Future dividends, if any, are dependent on the
profitability of the Company and are not assured.
As of December 1, 1995, the approximate number of holders of record
of the Company's common stock was 315.
6
<PAGE> 8
Item 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30
------------------------------------------------------------------------
1995 1994 1993 1992 1991
-------- ------- ------ ------ ------
(In thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Operations:
Total construction revenue $126,221 114,131 95,554 90,843 91,369
======== ======= ====== ====== ======
Earnings before extraordinary item $ 1,015 804 910 700 597
======== ======= ====== ====== ======
Net earnings $ 1,015 804 910 700 1,850
======== ======= ====== ====== ======
Earnings per share before
extraordinary item $ .70 .56 .63 .48 .41
======== ======= ====== ====== ======
Net earnings per share $ .70 .56 .63 .48 1.28
======== ======= ====== ====== ======
Financial position:
Total assets $ 43,629 40,789 29,659 28,221 31,631
======== ======= ====== ====== ======
Long-term debt $ 1,863 1,911 1,956 -- 116
======== ======= ====== ====== ======
Cash dividends declared per common
share $ .10 .15 .25 .15 .25
======== ======= ====== ====== ======
</TABLE>
Total construction revenue includes the Company's proportionate
share of revenue from construction joint ventures amounting to $6,661,000,
$5,854,000, $2,513,000, $2,283,000 and $7,139,000 in fiscal 1995, 1994, 1993,
1992 and 1991, respectively.
Additional information on dividends is contained in Item 5, Part II
which is incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CAPITAL RESOURCES AND LIQUIDITY
Cash balances increased by $1,173,000 in 1995. Working capital
increased by $610,000 to $11,161,000 in 1995 representing an increase of 5.8%
from the previous year. These changes reflect the increase in the Company's
contracting volume in fiscal 1995 and the related increase in current assets.
The changes included an increase in contract and trade receivables which
increased by $1,449,000. Billings in excess of costs and recognized profits on
uncompleted contracts also increased by $970,000
7
<PAGE> 9
although this was offset by an increase in costs and recognized profits in
excess of billings on uncompleted contracts of $135,000. In addition, the
Company's investment in joint ventures decreased by $1,042,000 in fiscal 1995
consisting of distributions to the joint venture partners.
Financing activities in 1995 provided $813,000 of cash, consisting of
cash provided by short-term borrowings under the Company's line of credit of
$900,000 and net funds provided by a short-term note payable for insurance
premiums of $102,000. This increase was offset by the repayment of long-term
debt amounting to $45,000 and the payment of a $144,000 dividend to
stockholders in February 1995.
Investing activities consumed cash of $539,000, primarily for the
acquisition of plant and equipment aggregating $380,000, purchase of real
estate held for investment of $200,000 and a decrease in minority interest of
$16,000. This was partially offset by cash received from notes receivable
aggregating $42,000 and proceeds from sale of assets of $15,000.
The Company's backlog of future construction work at September 30,
1995 approximated $87,661,000, inclusive of the Company's proportionate share
of contract backlog from joint venture participations aggregating $40,000.
Geographically, contract backlog approximating $57,731,000 is in California,
$11,185,000 is in Hawaii and Guam and $18,745,000 is in other states.
The Company continues to maintain short-term working capital lines of
credit amounting to $6,000,000. These credit facilities are primarily used to
fund short-term cash needs resulting from customer payment periods which are
frequently longer than payment periods for the Company's vendors. Management
believes that the present liquidity of the Company together with the
availability of the lines of credit are adequate to provide the working capital
to fund the Company's operations in 1996 and beyond.
The Company's short-term lines of credit are indexed to the prime
rate. Although the Company has mitigated its exposure to interest rate
movements by the addition of long-term fixed rate debt in 1993, further
significant changes in the prime rate, either up or down, may have a
significant impact on the Company.
The Company's operations are such that significant investment in
property, plant and equipment is not required. Capital expenditures in 1996
should consist primarily of replacement or renovation of existing equipment and
are not expected to be significant.
The Financial Accounting Standards Board recently issued Statements of
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and Assets to be Disposed of" and No. 123, "Accounting for Stock Based
Compensation" which are required to be adopted by the
8
<PAGE> 10
Company in fiscal year 1997. It is believed that the adoption of these
standards will not have a material effect on the Company's financial
statements.
RESULTS OF OPERATIONS
Fiscal 1995 Compared to 1994
Consolidated revenues increased by $12,090,000 in 1995. The change
reflects an increase in revenue of approximately $19.1 million in California
which was partially offset by decreases in revenue approximating $4.9 million
in Hawaii and Guam and $2.1 million in other western U.S. states. Changes in
revenue volume reflect primarily the degree of success in bidding on new work
as well as the scheduling requirements of the customer, and are not necessarily
indicative of revenue volume or profitability in future periods. There are no
major contracts which were completed in 1995 or which will be completed in 1996
upon which the Company is dependent.
Gross profit increased from $9,285,000 in 1994 to $10,073,000 in
fiscal 1995. Gross profit as a percentage of revenues decreased from 8.1% in
1994 to 8.0% in 1995. The change reflects primarily a decrease in gross profits
on construction work in the Hawaii operations which was offset by increased
profits from joint venture participations in 1995. Gross margins applicable to
California operations were largely unchanged in the current year. The Company
and its subsidiaries have experienced highly competitive conditions in the
industrial and commercial construction markets in which it does business. This
is expected to continue in the near future. Management's ability to enhance
profit margins in its business is largely limited to its ability to identify
profitable bidding opportunities, estimate accurately during the intial bidding
stage and upon award, to effectively manage jobsite labor and material
installation.
General and administrative expenses increased from $7,848,000 in 1994
to $8,338,000 in 1995. However, as a percentage of revenue, general and
administrative expense decreased from 6.9% in 1994 to 6.6% in 1995. The change
reflects primarily the additional costs of project management and
administrative staff, together with related office support expenses, incurred
during the current year in response to the higher levels of construction
operations.
Interest income increased by $58,000 in 1995 as compared to the
previous year due primarily to higher levels of cash maintained in interest
bearing accounts in the current year. Interest expense decreased by $10,000 in
1995 due primarily to lower levels of borrowings under the Company's lines of
credit offset by changes in the bank prime rates which increased from 7.75% to
8.75% at September 30, 1994 and 1995, respectively. Changes in other components
of other income and expense from the prior year were not significant.
9
<PAGE> 11
Fiscal 1994 Compared to 1993
Consolidated revenues increased by $18,577,000 in 1994. The change
reflects increases in revenue approximating $5.4 million in Hawaii and Guam,
$10.9 million in California and $2.3 million in other western U.S. states. The
growth in revenue is largely a result of an acceleration in construction work
put in place in the 4th fiscal quarter, primarily in California.
Gross profit decreased from $9,993,000 in the prior period to
$9,285,000 in fiscal 1994. Gross profit as a percentage of revenues decreased
from 10.5% in 1993 to 8.1% in 1994. The decrease results from a combination of
the continued highly competitive conditions in the industrial and commercial
construction market and the Company's focus on procurement of larger projects
as a prime contractor. In addition, the Company recorded unanticipated cost
increases approximating $.6 million on a construction project in Hawaii which
was completed in 1994 and $1.0 million on a construction contract in
California. Management is presently negotiating a claim for additional
compensation on the California project which, if approved, will be reflected in
the year a settlement is obtained. General and administrative expenses
decreased from $8,476,000 in the previous period to $7,848,000 in 1994. The
change primarily results from a reduction in the number of administrative and
office staff positions as well as transfers of office personnel to field
positions.
Interest expense increased by $152,000 in 1994. The change reflects
approximately $132,000 of additional interest arising from the long-term
mortgage note obtained in August 1993, higher short-term interest rates in
1994 and an increase in the utilization of the Company's line of credit.
Changes in other components of other income and expense from the prior year
were not significant.
10
<PAGE> 12
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Amelco Corporation and Subsidiaries:
Independent Auditor's Report
Consolidated Balance Sheets - September 30, 1995 and 1994
Consolidated Statements of Earnings - Years ended September
30, 1995, 1994 and 1993
Consolidated Statements of Stockholders' Equity -
Years ended September 30, 1995, 1994 and 1993
Consolidated Statements of Cash Flows - Years ended
September 30, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
11
<PAGE> 13
AMELCO CORPORATION
AND SUBSIDIARIES
Consolidated Financial Statements
September 30, 1995 and 1994
(With Independent Auditors' Report Thereon)
12
<PAGE> 14
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Amelco Corporation:
We have audited the consolidated financial statements of Amelco Corporation and
subsidiaries as listed in the accompanying index. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated 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 financial position of Amelco Corporation
and subsidiaries as of September 30, 1995 and 1994 and the results of their
operations and their cash flows for each of the years in the three-year period
ended September 30, 1995 in conformity with generally accepted accounting
principles.
As discussed in note 1 to the consolidated financial statements, the Company
changed its method of accounting for income taxes to adopt the provisions of
the Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," effective October 1, 1993.
December 15, 1995
13
<PAGE> 15
AMELCO CORPORATION
AND SUBSIDIARIES
Consolidated Balance Sheets
September 30, 1995 and 1994
<TABLE>
<CAPTION>
ASSETS 1995 1994
----------- ----------
<S> <C> <C>
Current assets:
Cash (including restricted time deposits of $1,616,000 in 1995
and $1,098,000 in 1994) $ 3,863,000 2,690,000
Receivables (notes 3 and 4):
Contract and trade receivables 21,345,000 19,896,000
Contract retentions, due upon completion and acceptance of
work 5,521,000 5,507,000
Notes and other receivables 318,000 353,000
----------- ----------
27,184,000 25,756,000
Less allowance for doubtful receivables 285,000 160,000
Net receivables 26,899,000 25,596,000
----------- ----------
Inventories 175,000 126,000
Investment in and advances to joint ventures (note 10) 78,000 1,120,000
Costs and recognized profits in excess of billings on
uncompleted contracts (note 11) 6,541,000 5,571,000
Deferred tax assets (note 5) 231,000 168,000
Prepaid expenses and other current assets 339,000 170,000
----------- ----------
Total current assets 38,126,000 35,441,000
----------- ----------
Note receivable from related party-noncurrent (note 2) 3,306,000 3,338,000
Other notes receivable and noncurrent investments 300,000 110,000
Property, plant and equipment, at cost (note 4):
Land 304,000 304,000
Buildings and leasehold improvements 2,253,000 2,276,000
Construction and other equipment 5,018,000 4,834,000
----------- ----------
7,575,000 7,414,000
Less accumulated depreciation and amortization 5,803,000 5,617,000
----------- ----------
Net property, plant and equipment 1,772,000 1,797,000
----------- ----------
Other assets 125,000 103,000
----------- ----------
$43,629,000 40,789,000
=========== ==========
</TABLE>
14
<PAGE> 16
AMELCO CORPORATION
AND SUBSIDIARIES
Consolidated Balance Sheets, continued
September 30, 1995 and 1994
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY 1995 1994
----------- ----------
<S> <C> <C>
Current liabilities:
Short-term borrowings (note 4) $ 900,000 --
Current installments of long-term debt (note 4) 48,000 45,000
Short-term note payable (note 4) 102,000 --
Trade accounts payable 15,986,000 14,924,000
Accrued expenses:
Insurance 996,000 635,000
Salaries and wages 564,000 559,000
Employee benefits and other 1,271,000 1,550,000
Income taxes payable -- 191,000
Billings in excess of costs and recognized profits on
uncompleted contracts (note 11) 6,548,000 6,413,000
Other 550,000 573,000
----------- ----------
Total current liabilities 26,965,000 24,890,000
----------- ----------
Long-term debt, excluding current portion (note 4) 1,863,000 1,911,000
Deferred tax liability 19,000 61,000
Minority interest in subsidiary (note 9) 15,000 31,000
Stockholders' equity:
Common stock, without par value.
Authorized 10,000,000 shares; issued 2,214,008 shares 5,535,000 5,535,000
Additional paid-in capital 7,427,000 7,427,000
Retained earnings 4,816,000 3,945,000
----------- ----------
17,778,000 16,907,000
Less cost of shares in treasury (770,466 shares in 1995 and
1994) (3,011,000) (3,011,000)
----------- ----------
Net stockholders' equity 14,767,000 13,896,000
Commitments and contingencies (notes 7 and 8)
----------- ----------
$43,629,000 40,789,000
=========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
15
<PAGE> 17
AMELCO CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Earnings
Three years ended September 30, 1995
<TABLE>
<CAPTION>
1995 1994 1993
------------ ----------- ----------
<S> <C> <C> <C>
Construction revenues (note 10) $126,221,000 114,131,000 95,554,000
Cost of construction 116,148,000 104,846,000 85,561,000
------------ ----------- ----------
Gross profit 10,073,000 9,285,000 9,993,000
General and administrative expenses 8,338,000 7,848,000 8,476,000
------------ ----------- ----------
Operating income 1,735,000 1,437,000 1,517,000
------------ ----------- ----------
Other income:
Interest 141,000 83,000 70,000
Other 249,000 290,000 258,000
------------ ----------- ----------
390,000 373,000 328,000
------------ ----------- ----------
Other expenses:
Interest 317,000 327,000 175,000
Other 102,000 103,000 153,000
------------ ----------- ----------
419,000 430,000 328,000
------------ ----------- ----------
Earnings before income taxes and
minority interest 1,706,000 1,380,000 1,517,000
Income taxes (note 5) 691,000 545,000 627,000
Minority interest in earnings (loss) of subsidiary
(note 9) -- 31,000 (20,000)
------------ ----------- ----------
Net earnings $ 1,015,000 804,000 910,000
============ =========== ==========
Net earnings per common share $ .70 .56 .63
============ =========== ==========
Weighted average number of shares 1,444,000 1,444,000 1,444,000
============ =========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
16
<PAGE> 18
AMELCO CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
Three years ended September 30, 1995
<TABLE>
<CAPTION>
ADDITIONAL NET
COMMON PAID-IN RETAINED TREASURY STOCKHOLDERS'
STOCK CAPITAL EARNINGS STOCK EQUITY
---------- --------- --------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Balance, September 30, 1992 $5,535,000 7,427,000 2,809,000 (3,011,000) 12,760,000
Dividends paid ($0.25 per
share) -- -- (361,000) -- (361,000)
Net earnings -- -- 910,000 -- 910,000
---------- --------- --------- ---------- ----------
Balance, September 30, 1993 5,535,000 7,427,000 3,358,000 (3,011,000) 13,309,000
Dividends paid ($0.15 per
share) -- -- (217,000) -- (217,000)
Net earnings -- -- 804,000 -- 804,000
---------- --------- --------- ---------- ----------
Balance, September 30, 1994 5,535,000 7,427,000 3,945,000 (3,011,000) 13,896,000
Dividends paid ($0.10 per
share) -- -- (144,000) -- (144,000)
Net earnings -- -- 1,015,000 -- 1,015,000
---------- --------- --------- ---------- ----------
Balance, September 30, 1995 $5,535,000 7,427,000 4,816,000 (3,011,000) 14,767,000
========== ========= ========= ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
17
<PAGE> 19
AMELCO CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Three years ended September 30, 1995
Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 1,015,000 804,000 910,000
----------- ---------- --------
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Depreciation and amortization 403,000 393,000 306,000
Provision for doubtful accounts 187,000 (41,000) --
(Gain) loss on sale of assets (13,000) (1,000) 2,000
(Increase) decrease in assets and increase
(decrease) in liabilities:
Receivables, net (1,525,000) (9,496,000) 952,000
Notes and other receivables 35,000 -- (186,000)
Investment in and advances to joint ventures 1,042,000 (838,000) (204,000)
Inventories (49,000) 18,000 (60,000)
Costs and recognized profits in excess of
billings on uncompleted contracts (970,000) (1,677,000) (216,000)
Prepaid expenses and other current assets (169,000) 230,000 6,000
Deferred tax assets (63,000) (168,000) --
Other assets (22,000) (20,000) (6,000)
Trade accounts payable and accrued expenses 1,149,000 6,273,000 146,000
Billings in excess of costs and recognized
profits on uncompleted contracts 135,000 4,352,000 (769,000)
Income taxes payable and deferred liability (233,000) (40,000) 9,000
Other liabilities (23,000) 86,000 24,000
----------- ---------- --------
Total adjustments (116,000) (929,000) 4,000
----------- ---------- --------
Net cash provided by (used in)
operating activities 899,000 (125,000) 914,000
----------- ---------- --------
Cash flows from investing activities:
Proceeds from sale of assets 15,000 3,000 5,000
Change in notes receivable and investments (158,000) 61,000 100,000
Capital expenditures (380,000) (310,000) (410,000)
Increase (decrease) in minority interest (16,000) 31,000 (20,000)
----------- ---------- --------
Net cash used in investing activities $ (539,000) (215,000) (325,000)
----------- ---------- --------
</TABLE>
(Continued)
18
<PAGE> 20
AMELCO CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Cash Flows, Continued
Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Cash flows from financing activities:
Net borrowings (repayments) under line of credit $ 900,000 -- (500,000)
Borrowings of short-term notes payable 696,000 292,000 --
Repayments of short-term notes payable (594,000) (292,000) --
Borrowings under long-term debt -- -- 2,484,000
Repayments of long-term debt (45,000) (159,000) (485,000)
Dividends paid (144,000) (217,000) (361,000)
---------- --------- ---------
Net cash provided by (used in)
financing activities 813,000 (376,000) 1,138,000
---------- --------- ---------
Net increase (decrease) in cash and
cash equivalents 1,173,000 (716,000) 1,727,000
Cash and cash equivalents at beginning of year 2,690,000 3,406,000 1,679,000
---------- --------- ---------
Cash and cash equivalents at end of year $3,863,000 2,690,000 3,406,000
========== ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
19
<PAGE> 21
AMELCO CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1995 and 1994
(1) Summary of Significant Accounting Policies
Company's Activities and Operating Cycle
Amelco Corporation (the "Company") was organized in 1967 to become the
parent of existing operating companies. The Company, through its
subsidiaries, engages in specialty construction work, primarily
electrical and mechanical construction. Work is generally performed under
fixed-price contracts and is undertaken by the Company's subsidiaries
alone, with subcontractors or in partnership with other contractors
through joint ventures.
The length of the construction contracts varies, but typically ranges
from one to two years. In accordance with the operating cycle concept,
the Company and its subsidiaries classify all contract-related assets and
liabilities as current items.
Basis of Consolidation
The consolidated financial statements include the accounts of the Company
and all subsidiaries. The consolidated statements of earnings includes
the accounts of the Company, all subsidiaries and its prorata share of
the results of operations from its joint ventures. All significant
intercompany transactions have been eliminated in consolidation.
Reclassifications
Certain accounts in the 1994 and 1993 financial statements have been
restated to conform with the 1995 format. These reclassifications have no
effect on net income as previously reported.
Revenue Recognition on Long-Term Construction Contracts
Income from construction operations and joint venture participations is
recorded using the percentage-of-completion method of accounting. Under
this method, that portion of the total contract price which is allocable,
on the basis of the Company's estimate of the percentage of completion,
to contract costs incurred and work performed is accrued. Recognition of
profits is deferred until work on the contract has reached a state of
completion sufficient for management to reasonably forecast the ultimate
realizable profit. If estimated total costs on any contract or joint
venture participation indicate a loss, the Company provides currently for
the total loss anticipated on the contract. For long-term contracts which
extend over one or more years, revisions in cost and profit estimates
during the course of the work are reflected in the accounting period in
which facts requiring the revision become known.
Contract costs includes all direct material, labor and subcontract costs
and those indirect costs related to contract performance, such as
indirect labor, tools, supplies, repairs and depreciation cost. General
and administrative costs are charged to expense as incurred.
The asset "costs and estimated earnings in excess of billings on
uncompleted contracts" represents revenues recognized in excess of
amounts billed. The liability "billings in excess of costs and
estimated earnings on uncompleted contracts" represents billings in
excess of revenues recognized.
Income from claims for additional contract compensation is recorded upon
settlement of the disputed amount. Income from claim settlements in
fiscal 1993 approximated $366,000. Claim settlements in 1995 and 1994
were not significant. Certain subsidiaries of the Company had
20
<PAGE> 22
outstanding claims and claims in process of being filed at September 30,
1995. The extent of recovery, if any, on these pending claims is not
presently estimable.
Cash Equivalents
For purposes of the consolidated statements of cash flows, the Company
considers all highly liquid debt instruments purchased with a maturity of
three months or less to be cash equivalents.
Cash balances at September 30, 1995 and 1994 include approximately
$1,616,000 and $1,098,000, respectively, in short-term time deposits
maintained in lieu of retention which will be released upon completion of
the related construction projects. Interest income on these deposits are
credited to the Company.
Inventories
Inventories are stated at the lower of cost (primarily first-in,
first-out) or market (net realizable value).
Depreciation and Amortization
The Company and its subsidiaries provide for depreciation and
amortization of property, plant and equipment using the straight-line
method based on the estimated useful lives of the assets or, if
applicable, the remaining terms of the leases, whichever is shorter.
The cost and accumulated depreciation applicable to assets sold or
otherwise disposed of are eliminated from the asset and accumulated
depreciation accounts. Gain or loss on disposition is reflected in other
income or expenses.
Income Taxes
Effective October 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes", which
requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred tax
liabilities and assets are determined based on the difference between the
financial statement and tax bases of assets and liabilities using enacted
rates in effect for the year in which the differences are expected to
reverse. Prior to fiscal 1994, the Company had followed Statement of
Financial Accounting Standards No. 96, "Accounting for Income Taxes".
This new method of accounting was adopted prospectively at the beginning
of fiscal 1994 and no prior periods were restated.
Earnings per Share
Earnings per share is based on the weighted average number of common
shares outstanding during the year.
(2) Note Receivable from Related Party
The Company has a note receivable from Halau Corporation which is owned
by three principal stockholders and two officers of the Company. The
promissory note is payable over 30 years with quarterly principal and
interest payments of $87,000 computed at 9.5% per annum and is secured by
a deed of trust on real estate and a security interest in the corporate
assets of the Buyer.
(3) Receivables
Contract receivables represent only those amounts which actually have
been billed for work performed. Contract retentions at September 30, 1995
are collectible upon the owners' approval
21
<PAGE> 23
of contract performance. Based upon anticipated contract completion
dates, these retainages are expected to be collected as follows during
the fiscal years ending September 30:
<TABLE>
<S> <C>
1996 $3,373,000
1997 2,148,000
----------
$5,521,000
==========
</TABLE>
(4) Long-Term Debt and Short-Term Credit Facilities
Long-term debt consists of the following at September 30, 1995 and 1994:
<TABLE>
<CAPTION>
1995 1994
---------- ---------
<S> <C> <C>
Bank mortgage payable secured by first mortgage on real property
payable over 8 years with monthly installments based on a 20 year
amortization with initial fixed interest rate of 8.25% per annum
and monthly principal and interest payments of $17,042 commencing
September 1993 to August 1996; option thereafter for a fixed rate
based on market rate or variable rate at 1-3/4% over prime, unpaid
principal balance due August 2001
$1,911,000 1,956,000
---------- ---------
Less current installments of long-term debt 48,000 45,000
---------- ---------
Long-term debt, excluding current installments $1,863,000 1,911,000
========== =========
</TABLE>
At September 30 1995, annual maturities of long-term debt for the next
five years are as follows:
<TABLE>
<S> <C>
1996 $ 48,000
1997 53,000
1998 57,000
1999 62,000
2000 67,000
Thereafter 1,624,000
----------
$1,911,000
==========
</TABLE>
Short-Term Notes Payable:
At September 30, 1995, the Company had $102,000 outstanding under a
short-term note payable which is to be repaid in nine equal monthly
installments bearing a fixed interest rate of 8.75% per annum.
Short-Term Credit Facilities
The Company has a $2,000,000 revolving line of credit with a bank for
working capital purposes. At September 30, 1995, the Company had
outstanding borrowings of $900,000 under this line. There were no
borrowings under this line at September 30, 1994. Borrowings under this
line are secured by accounts receivable, inventory, contract rights,
furniture, fixtures and equipment and leasehold property of the Company's
operations in Hawaii. Advances under the line bear interest at the bank's
prime rate of interest (8.75% at September 30, 1995). The Company also
has a $250,000 line of credit for the issuance of letters of credit.
There were no letters of credit outstanding at September 30, 1995. These
credit arrangements are subject to renewal by the bank in March 1996.
Amelco Industries (Industries), a wholly owned contracting subsidiary of
the Company, has a $4,000,000 revolving line of credit with a bank for
working capital purposes. There were no borrowings under this line at
September 30, 1995 and 1994. Borrowings under this agreement
22
<PAGE> 24
bear interest at 3/8% over the prime rate and are secured by receivables
and retentions of Industries and a corporate guarantee by the Company.
The line of credit is subject to renewal by the bank in February 1996.
Interest Paid
Interest payments made during fiscal years 1995, 1994 and 1993 totaled
$317,000, $327,000 and $162,000, respectively.
(5) Income Taxes
Income tax expense for the years ended September 30, 1995, 1994 and 1993
is comprised of the following components:
<TABLE>
<CAPTION>
1995 1994 1993
--------- -------- -------
<S> <C> <C> <C>
Current tax expense:
U.S. Federal $ 723,000 671,000 588,000
State and U.S. possessions 146,000 115,000 87,000
--------- -------- -------
869,000 786,000 675,000
--------- -------- -------
Deferred tax expense (benefit):
U.S. Federal (154,000) (222,000) (52,000)
State and U.S. possessions (24,000) (19,000) 4,000
--------- -------- -------
(178,000) (241,000) (48,000)
--------- -------- -------
$ 691,000 545,000 627,000
========= ======= =======
</TABLE>
Net income taxes paid for fiscal years 1995, 1994 and 1993 were
$1,122,000, $692,000 and $674,000, respectively.
Significant components of the Company's deferred income tax assets
(liabilities) at September 30, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
1995 1994
--------- --------
<S> <C> <C>
Deferred tax assets:
Insurance accruals $ 333,000 255,000
State taxes 118,000 101,000
Vacation 80,000 65,000
Other 5,000 4,000
--------- --------
536,000 425,000
Valuation allowance for deferred tax assets (148,000) (108,000)
--------- --------
Total deferred tax assets 388,000 317,000
Deferred tax liabilities:
Installment gain on sale of real estate 179,000 178,000
Depreciation (3,000) 32,000
--------- --------
Total deferred tax liabilities 176,000 210,000
--------- --------
Net deferred tax asset $ 212,000 107,000
========= ========
Included in accompanying consolidated balance sheets
under the following captions:
Deferred tax assets $ 231,000 168,000
Deferred tax liability (19,000) (61,000)
--------- --------
Net deferred tax asset $ 212,000 107,000
========= ========
</TABLE>
23
<PAGE> 25
The valuation allowance for deferred tax assets as of September 30, 1995 and
1994 was $148,000 and $108,000, respectively. The net change in the total
valuation allowance for the year ended September 30, 1995 was an increase of
$40,000. In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or all of the
deferred tax assets will not be realized. The ultimate realization of deferred
tax assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible.
Income tax expense differed from the amounts computed by applying the U.S.
Federal income tax rate of 34% in 1995, 1994 and 1993 to earnings before income
taxes as follows:
<TABLE>
<CAPTION>
1995 1994 1993
-------- ------- -------
<S> <C> <C> <C>
Computed "expected" tax expense $580,000 469,000 516,000
Increase (decrease) in taxes resulting from:
State income tax expense, net of Federal income
taxes 81,000 79,000 90,000
Nondeductible portion of entertainment expense 39,000 8,000 9,000
Other miscellaneous items, net (9,000) (11,000) 12,000
-------- ------- -------
$691,000 545,000 627,000
======== ======= =======
</TABLE>
(6) Employee Retirement Plans
The Company and its subsidiaries contribute to multiemployer pension
plans, primarily defined benefit plans, as required by collective
bargaining agreements. Amounts charged to construction cost and
contributed to these plans in 1995, 1994 and 1993 aggregated $1,567,000,
$1,839,000 and $974,000, respectively.
The Company sponsors a defined contribution plan. All qualified
nonbargaining U.S. employees of the Company are eligible to participate
in the plan and may make voluntary contributions to the plan subject to
certain limitations and restrictions. The amount of voluntary
contributions and investment income thereon is fully vested and
nonforfeitable; however, the interest of each participant in the
Company's contributions and earnings on investments, less expenses, is
vested in accordance with the plan. There is 100% vesting at retirement,
disability or death of a participant.
Under the terms of the plan, the accumulated balance of vested benefits
in each participant's account is paid to the individual upon termination,
retirement or death. Payment may be made in lump sum or in annual
installments over a period not to exceed the participant's life
expectancy. Any amounts forfeited upon termination or retirement are used
to reduce future contributions of the Company in accordance with the
plan.
The Company's contribution under the defined contribution plan is a
percentage of each employee's contribution. Amounts charged to general
and administrative expense by the Company related to the plan for the
years ended September 30, 1995, 1994 and 1993 were $40,000, $41,000 and
$39,000, respectively.
(7) Leases
Operating Leases
The Company and its subsidiaries lease various properties and equipment
under long-term agreements which expire at varying dates through 2029,
including a lease of land on which an office building and warehouse have
been constructed. Real property leases generally provide for the Company
to pay for taxes, maintenance and insurance applicable to the leased
properties, and certain of these leases provide for renegotiation of
annual rentals at specified dates.
24
<PAGE> 26
At September 30, 1995, minimum rental obligations under noncancelable
operating leases (primarily real property) in excess of one year are as
follows:
<TABLE>
<S> <C>
1996 $ 582,000
1997 450,000
1998 292,000
1999 246,000
2000 232,000
2001 and thereafter 6,559,000
----------
$8,361,000
==========
</TABLE>
Rent expense on operating leases, including leases less than one year,
for 1995, 1994 and 1993 was $2,104,000, $1,437,000 and $1,206,000,
respectively.
The Company and its subsidiaries have leased certain owned real property
to others including primarily a lease of land and improvements under a
noncancelable lease which expires in 2000. The lease provides for the
lessee to pay for taxes, maintenance and insurance applicable to the
leased property and at the end of the fixed term, provides an option to
the lessee to extend for four successive terms of five years each at a
rent to be agreed upon. At September 30, 1995, minimum future lease
rentals to be received by the Company are as follows:
<TABLE>
<S> <C>
1996 $172,000
1997 178,000
1998 178,000
1999 178,000
2000 177,000
2001 and thereafter 44,000
--------
$927,000
========
</TABLE>
(8) Litigation
There are various lawsuits pending against and claims being pursued by
the Company and its subsidiaries arising out of the normal course of
business. It is management's present opinion that the outcome of these
proceedings will not have a material effect on the Company's consolidated
financial statements taken as a whole.
(9) Minority Interest
Minority interest represents the minority stockholders' proportionate
share of the equity and the income or loss of an 89% owned consolidated
subsidiary. The Company purchased a 79% interest in this contracting
company in August 1992 for $79,000 and acquired an additional 10%
interest in March 1995 for $15,000.
25
<PAGE> 27
(10) Investment in and Advances to Joint Ventures
The Company has interests in various construction joint ventures with
other parties under arrangements which provide for the sharing of profits
or losses ranging from 49% to 50%. Investments in these joint ventures
are stated at cost plus the equity in undistributed earnings. Combined
financial information of the joint ventures in summary form as of and for
the years ended September 30, 1995, 1994 and 1993 follows:
<TABLE>
<CAPTION>
1995 1994 1993
----------- ---------- ----------
<S> <C> <C> <C>
Combined information:
Current assets (primarily cash and
receivables) $ 105,000 5,638,000 1,949,000
Equipment -- 161,000 146,000
Less liabilities (primarily accounts
payable) 16,000 (3,524,000) (1,527,000)
----------- ---------- ----------
Net assets $ 89,000 2,275,000 568,000
=========== ========== ==========
Revenues $13,294,000 11,908,000 5,054,000
=========== ========== ==========
Net income $ 5,473,000 1,817,000 433,000
=========== ========== ==========
Company's interest:
Share of revenues $ 6,661,000 5,854,000 2,513,000
=========== ========== ==========
Share of net income $ 2,576,000 893,000 214,000
=========== ========== ==========
Share of net assets $ 78,000 1,120,000 282,000
=========== ========== ==========
</TABLE>
The Company's proportionate share of revenues and operating income from
these construction joint ventures has been included in the consolidated
statements of earnings.
(11) Costs and Estimated Earnings on Uncompleted Contracts
<TABLE>
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Costs incurred on uncompleted contracts $202,485,000 143,443,000
Estimated earnings to date 12,879,000 10,602,000
------------ -----------
215,364,000 154,045,000
Less billings to date 215,371,000 154,887,000
------------ -----------
$ (7,000) (842,000)
============ ===========
Included in accompanying consolidated balance
sheets under the following captions:
Costs and recognized profits in excess of
billings on uncompleted contracts $ 6,541,000 5,571,000
Billings in excess of costs and recognized
profits on uncompleted contracts (6,548,000) (6,413,000)
------------ -----------
$ (7,000) (842,000)
============ ===========
</TABLE>
26
<PAGE> 28
Item 9. CHANGES IN ACCOUNTANTS OR DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information required by this item with respect to directors will be
contained in the Company's 1996 Proxy Statement and is incorporated herein by
reference.
Information concerning the executive officers of the Company is
provided following Item 4, Part I and is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
Information required by this item will be contained in the Company's
1996 Proxy Statement and is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Information required by this item will be contained in the Company's
1996 Proxy Statement and is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this item will be contained in the Company's
1996 Proxy Statement and is incorporated herein by reference.
27
<PAGE> 29
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENTS,
AND REPORTS ON FORM 8-K
(A) 1. Consolidated Financial Statements -
Included in Item 8, Part II of this Form 10-K
Amelco Corporation and Subsidiaries:
Independent Auditor's Report
Consolidated Balance Sheets - September 30, 1995 and 1994
Consolidated Statements of Earnings - Years ended
September 30, 1995, 1994 and 1993
Consolidated Statements of Stockholders' Equity - Years
ended September 30, 1995, 1994 and 1993
Consolidated Statements of Cash Flows - Years ended
September 30, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
(B) Report on Form 8-K -
None.
28
<PAGE> 30
Schedules Omitted:
Schedules are omitted because they are not required or are not applicable.
(C) 3. Exhibits -
Exhibit (3) (3.1) Articles of Incorporation effective
November 8, 1988 incorporating the
Registrant in the State of California
filed as Exhibit 3(iii)a to Form 10-K for
the year ended September 30, 1989 are
incorporated herein by reference.
(3.2) Bylaws of the Registrant relating to the
incorporation in the State of California
effective November 8, 1988 filed as
Exhibit 3(iii)b to Form 10-K for the year
ended September 30, 1989 are incorporated
herein by reference.
(4) Instruments defining the rights of
security holders, including indentures
- Reference is made to the Articles of
Incorporation and Bylaws filed as Exhibit
(3).
(9) Voting trust agreement - none.
(10) Material Contracts -
(10.1) Memorandum of Employment Agreement
between Amelco Corporation and Samuel M.
Angelich dated May 31, 1990 filed as
Exhibit (10.1) to Form 10-K for the year
ended September 30, 1990 is incorporated
herein by reference.
(10.2) Death Benefit Agreement between Amelco
Corporation and Samuel M. Angelich dated
May 31, 1990 filed as Exhibit (10.2) to
Form 10-K for the year ended September 30,
1990 is incorporated herein by reference.
(10.3) Option Agreement between Amelco
Corporation and Samuel M. Angelich dated
May 31, 1990 filed as Exhibit (10.3) to
Form 10-K for the year ended September 30,
1990 is incorporated herein by reference.
(10.4) Memorandum of Employment Agreement
between Amelco Corporation and Mark S.
Angelich dated September 21, 1989 filed as
Exhibit (10.4) to Form 10-K for the year
ended September 30, 1990 is incorporated
herein by reference.
29
<PAGE> 31
(10.5) Real Property Lease Agreement between
the Trustees Under the Will and Estate of
Samuel M. Damon and Amelco Corporation
dated April 24, 1979 filed as Exhibit
(10.5) to Form 10-K for the year ended
September 30, 1990 is incorporated herein
by reference.
(10.6) Credit Terms and Conditions Agreement
between Amelco Corporation and Imperial
Bank dated March 4, 1988 filed as Exhibit
(10.6) to Form 10-K for the year ended
September 30, 1990 is incorporated herein
by reference.
(10.7) First Amendment to Credit Terms and
Conditions Agreement between Amelco
Corporation and Imperial Bank dated
February 17, 1989 filed as Exhibit (10.7)
to Form 10-K for the year ended September
30, 1990 is incorporated herein by
reference.
(10.8) Credit Agreement between Amelco
Corporation and Bank of Hawaii dated June
26, 1989 filed as Exhibit (10.8) to Form
10-K for the year ended September 30, 1990
is incorporated herein by reference.
(10.9) Agreement for Purchase and Sale of Real
Property between Amelco Industries and
Halau Corporation dated August 30, 1991
filed as Exhibit (10.9) to Form 10-K for
the year ended September 30, 1991 is
incorporated herein by reference.
(10.10) Lease Agreement between Halau Corporation
and Amelco Industries dated September 20,
1991 filed as Exhibit (10.10) to Form 10-K
for the year ended September 30, 1991 is
incorporated herein by reference.
(10.11) Lease Agreement between Halau Corporation
and Amelco Industries dated October 1, 1993
filed as Exhibit (10.11) to Form 10-K for
the year ended September 30, 1993 is
incorporated herein by reference.
(10.12) Death Benefit Agreement between Amelco
Corporation and Samuel M. Angelich dated
March 7, 1994 is filed herein as Exhibit
(10.12).
(10.13) Credit Agreement between Amelco
Industries and Imperial Bank dated
February 28, 1994 is filed herein as
Exhibit (10.13).
30
<PAGE> 32
(10.14) Amendment to Credit Agreement between
Amelco Corporation and Bank of Hawaii
dated May 16, 1990 is filed herein as
Exhibit (10.14).
(10.15) Second Amendment to Credit Agreement
between Amelco Corporation and Bank of
Hawaii dated February 25, 1994 is filed
herein as Exhibit (10.15)
(11) Statement re computation of per share
earnings - not applicable.
(12) Statements re computation of ratios - not
applicable.
(13) Annual report to security holders - not
applicable.
(18) Letter re change in accounting principles
- not applicable.
(19) Previously unfiled documents - none.
(22) Subsidiaries of the Registrant - Exhibit
22.
(23) Published report regarding matters
submitted to vote of security holders -
none.
(24) Consents of experts and counsel - not
applicable.
(25) Power of attorney - not applicable.
(27) Financial Data Schedule (EDGAR version
only)
31
<PAGE> 33
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.
AMELCO CORPORATION (Registrant)
Date: December 27, 1995 By /s/ Patrick T. Miike
--------------------------------------
Patrick T. Miike
Vice President - Finance and Treasurer
(Principal Financial and Accounting
Officer of the Registrant)
Pursuant to the requirement 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>
<S> <C> <C>
/s/ Samuel M. Angelich Chairman of the Board, December 27, 1995
-------------------------------------- President and Chief Executive Officer
Samuel M. Angelich
/s/ Mark S. Angelich Director and Executive Vice December 27, 1995
-------------------------------------- President
Mark S. Angelich
/s/ Patrick T. Miike Vice President - Finance December 27, 1995
-------------------------------------- and Treasurer
Patrick T. Miike
/s/ John M. Carmack Director and Secretary December 27, 1995
--------------------------------------
John M. Carmack
</TABLE>
32
<PAGE> 1
Exhibit 22: SUBSIDIARIES OF THE REGISTRANT
All subsidiaries of the Company are listed below:
<TABLE>
<CAPTION>
PERCENTAGE OF
VOTING
SECURITIES
JURISDICTION OF OWNED BY THE
SUBSIDIARY COMPANY INCORPORATION COMPANY
------------------ --------------- -------------
<S> <C> <C>
Air Engineering Company, Inc. Hawaii 100%
Amelco, Inc. Nevada 100
Amelco Industries California 100
American Electric Company, Limited Hawaii 100
Plateau Electrical Constructors, Inc. Utah 100
Weststar Engineering, Inc. California 89
</TABLE>
33
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT SEPTEMBER 30, 1995 AND THE CONSOLIDATED STATEMENT
OF EARNINGS FOR THE YEAR ENDED SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-30-1995
<CASH> 3,863
<SECURITIES> 0
<RECEIVABLES> 27,184
<ALLOWANCES> 285
<INVENTORY> 175
<CURRENT-ASSETS> 38,126
<PP&E> 7,575
<DEPRECIATION> 5,803
<TOTAL-ASSETS> 43,629
<CURRENT-LIABILITIES> 26,965
<BONDS> 0
<COMMON> 5,535
0
0
<OTHER-SE> 9,232
<TOTAL-LIABILITY-AND-EQUITY> 43,629
<SALES> 126,221
<TOTAL-REVENUES> 126,221
<CGS> 116,148
<TOTAL-COSTS> 116,148
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 187
<INTEREST-EXPENSE> 317
<INCOME-PRETAX> 1,706
<INCOME-TAX> 691
<INCOME-CONTINUING> 1,015
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,015
<EPS-PRIMARY> .70
<EPS-DILUTED> .70
</TABLE>
