<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
FEBRUARY 17, 1994
EXCEL INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
INDIANA 1-8684 35-1551685
(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION)
1120 NORTH MAIN STREET, ELKHART, 46514
INDIANA
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
Registrant's telephone number, including area code (219) 264-2131
N/A
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 5. OTHER EVENTS
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
The following table presents selected consolidated financial data of the
Company as of and for the five fiscal years ended December 31, 1993. The
selected consolidated financial data have been derived from audited
consolidated financial statements of the Company. Such selected consolidated
financial data should be read in conjunction with "Management's Discussion and
Analysis of Results of Operations and Financial Condition" and the Consolidated
Financial Statements of the Company and the notes thereto included elsewhere
herein. The comparability of the results for the periods presented is
significantly affected by certain events, as described in "Management's
Discussion and Analysis of Results of Operations and Financial Condition--
General."
<TABLE>
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------
1989 1990 1991 1992 1993
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net sales.................. $277,114 $281,369 $352,268 $426,873 $515,681
Cost of goods sold......... 236,014 245,027 321,058 383,258 463,943
Gross profit............... 41,100 36,342 31,210 43,615 51,738
Selling, administrative and
engineering expenses...... 22,819 23,336 25,205 28,262 30,054
Restructuring charge (1)... -- -- -- 4,500 --
Other income (expense),
net....................... 289 1,208 (216) 713 2,015
Interest expense........... 5,470 5,446 5,516 5,555 3,474
Income before income taxes
and cumulative effect of
changes in accounting..... 13,100 8,768 273 6,011 20,225
Income tax provision....... 5,478 3,560 122 2,434 7,785
Income before cumulative
effect of changes in
accounting................ 7,622 5,208 151 3,577 12,440
Cumulative effect of adop-
tion of SFAS 106 and 109.. -- -- -- 3,195 --
Net income................. 7,622 5,208 151 382 12,440
Net income (loss) per
share:
Before cumulative effect
of changes in
accounting:
Primary................ 1.18 .80 .02 .47 1.23
Fully diluted.......... 1.18 .80 .02 .47 1.15
Cumulative effect of
adoption of SFAS 106 and
109:
Primary................ -- -- -- (.42) --
Fully diluted.......... -- -- -- (.42)
Net income:
Primary................ 1.18 .80 .02 .05 1.23
Fully diluted.......... 1.18 .80 .02 .05 1.15
Cash dividends per share... .40 .40 .24 .24 .30
Average shares outstanding. 6,439 6,459 6,488 7,553 10,122
BALANCE SHEET DATA:
<CAPTION>
DECEMBER 31,
------------------------------------------------
1989 1990 1991 1992 1993
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Working capital............ $ 43,753 $ 44,203 $ 42,517 $ 60,331 94,761
Property, plant and equip-
ment...................... 40,886 50,305 48,445 42,064 49,746
Total assets............... 125,885 155,724 150,645 182,096 229,316
Short-term debt (includes
current portion of
long-term debt)........... 3,607 4,247 4,025 1,561 1,553
Long-term debt (less cur-
rent portion)............. 41,196 50,728 46,743 34,592 35,094
Shareholders' equity....... 46,552 49,326 48,181 67,030 106,436
Book value per share....... 7.22 7.63 7.41 7.83 10.07
Long-term debt to total
capitalization............ 47% 51% 49% 34% 25%
</TABLE>
- --------
(1) In 1992, the Company provided a reserve of $4,500 for restructuring costs.
See Note 4 to the Company's Consolidated Financial Statements.
1
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
GENERAL
The Company was founded in 1928 and became a public company in April 1984.
Since 1984, the Company has expanded sales internally and through several
strategic acquisitions designed to complement the Company's businesses. In
January 1986, the Company acquired Irvin Industries Inc.'s wing ventilator
window business operated in Jacksonville, Florida. Later in 1986, the Company
consummated a private placement of Common Shares to Ford Motor Company ("Ford")
in exchange for cash, a long-term supply contract and a Ford subsidiary engaged
in the manufacture and sale of modular window systems. In 1988, the Company
acquired Nyloncraft, Inc. which manufactures injection molded thermoplastic
products primarily for the automotive industry. In 1990, the Company acquired
the window regulator business operated by Hoover Universal, Inc., a subsidiary
of Johnson Controls, Inc., which the Company now operates under the name "Excel
Systems." The comparability of the Company's results on a period-to-period
basis is significantly affected by such acquisitions. All references to the
"Company" herein refer to Excel Industries, Inc. and its subsidiaries unless
otherwise indicated by the context.
RESULTS OF OPERATIONS
1993 Compared to 1992
Sales for the year ended December 31, 1993 totaled a record $515.7 million,
an increase of $88.8 million, or 21%, over the preceding year. This increase in
sales resulted from generally more favorable economic conditions in North
America as total light vehicle production increased 12% and light vehicle
production of Ford in North America increased 15%. Specifically, sales of new
programs, including Ford/Nissan mini-vans, Ford F-Series and Ranger trucks,
Chrysler LH sedans and Dodge trucks, helped account for improved sales volume.
Gross profit totaled $51.7 million, or 10.0% of sales, as compared with $43.6
million, or 10.2% of sales, for the prior year. Gross profit in dollars
improved with the improved level of sales. Gross profit as a percent of sales
declined due to a change in product mix and start-up costs related to new
programs.
Selling, administrative and engineering expenses totaled $30.1 million for
1993, an increase of 6%, or $1.8 million, from 1992. The increase reflected,
among other items, an increase in engineering personnel costs, amounts for
outside consultants and an increase in the provision for incentive
compensation. As a percent of sales, selling, administrative and engineering
expenses declined to 5.8% in 1993 as compared to 6.6% in 1992.
Interest costs of $3.5 million for 1993 compared to the $5.6 million incurred
in 1992. The decline in interest expense reflected the reduction in interest
and the prepayment penalty incurred in 1992 related to the Senior Notes which
were retired in 1992.
Other income in 1993 totaled $2.0 million, an increase of $1.3 million from
1992. Other income in 1993 included $1.9 million of interest income arising
from the investment of proceeds of the Company's Common Share offerings in
March 1993 and June 1992.
The income tax provision was 38.5% of pre-tax income in 1993, down from 40.5%
in the preceding year. The 1993 percentage reflected the impact of certain tax
credits and lower effective state tax rates.
In 1992, the Company provided a reserve of $4.5 million for restructuring
costs. This charge represented estimated costs to downsize its Aurora, Ontario,
Canada plant and relocate production of certain light truck and van windows to
other manufacturing plants of the Company. During 1993, a total of $1.0 million
in costs were incurred to relocate a portion of the production. The remaining
production is expected to be relocated during 1994. The remaining reserve will
be used to cover the cost of severance, the relocation of production and
equipment writedowns expected in the future.
2
<PAGE>
1992 Compared to 1991
Sales for the year ended December 31, 1992 totaled $426.9 million, an
increase of $74.6 million, or 21%, over the preceding year. This increase in
sales resulted from generally more favorable economic conditions in North
America as total light vehicle production increased 9% and light vehicle
production of Ford in North America increased 16%. Specifically, sales of new
programs, including Ford/Nissan mini-van and Ford Econoline full-size van, and
increased production of Ford Taurus/Sable sedans helped account for improved
sales volume.
Gross profit totaled $43.6 million, or 10.2% of sales, as compared with $31.2
million, or 8.9% of sales, for the prior year. The improved level of
profitability, both in dollars and as a percent of sales, resulted from higher
sales, better utilization of facilities and continued implementation of cost
reduction programs.
Selling, administrative and engineering expenses totaled $28.3 million for
1992, an increase of 12%, or $3.1 million, from 1991. The increase reflected,
among other items, a provision for incentive compensation of $1.4 million. As a
percent of sales, selling, administrative and engineering expenses declined to
6.6% in 1992 as compared to 7.2% in 1991.
Interest costs of $5.6 million for 1992 were comparable to the $5.5 million
incurred in 1991. The Company completed a public offering of Common Shares in
June 1992, raising nearly $21 million, a portion of which was used for the
prepayment of its 11.25% Guaranteed Senior Notes. Prepayment of the notes
required a premium of $1.3 million, which premium was charged to interest
expense and offset, in part, reductions in interest resulting from the decline
in the overall levels of borrowings.
Other income increased $0.9 million in 1992 due to income on short-term cash
investments resulting, in part, from proceeds of the Company's Common Share
offering in June 1992.
In the fourth quarter of 1992, a reserve of $4.5 million was recorded for
restructuring costs. This charge represents estimated costs to downsize the
Company's Ontario, Canada facility and relocate production of certain light and
heavy truck windows to other manufacturing plants of the Company.
The income tax provision was 40.5% of pre-tax income in 1992, down from 44.7%
in the preceding year. The 1991 percentage was unusually high due to losses for
which no tax benefit was available.
The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
109, "Accounting for Income Taxes," effective January 1, 1992. This standard
requires the recognition of future tax benefits attributable to temporary
differences between the financial reporting basis and tax basis of assets and
liabilities to the extent that realization of such benefits is more likely than
not.
The Company has recognized the future tax benefits of postretirement benefit
obligations, the restructuring reserve and other recorded obligations and tax
loss carryforwards since management has determined, based on the Company's
history of prior operating earnings and future expectations, that operating
income of the Company will more than likely be sufficient to fully offset these
expenses when deductible for tax purposes.
In 1992, the Company recorded $3.2 million as the cumulative effect of the
adoption of SFAS No. 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions," and SFAS No. 109. The Company previously accounted for
its postretirement benefit costs other than pensions on a pay-as-you-go basis.
The ongoing annual costs resulting from the adoption of SFAS No. 106 will
approximate $1.3 million.
LIQUIDITY AND CAPITAL RESOURCES
Working capital totaled $94.8 million as of December 31, 1993, and the
current ratio was 2.40 to 1. Cash and marketable securities totaled $46.6
million as of December 31, 1993.
In 1993, cash flow from operations totaled $10.2 million, and a public
offering of Common Shares in March 1993 raised an additional $30.3 million.
Cash expenditures for capital equipment amounted to $18.1
3
<PAGE>
million, and dividends totaled $3.2 million. In addition, payments of long-term
debt totaled $2.0 million. Overall, cash and marketable securities increased
$19.0 million in 1993.
Long-term debt totaled $35.1 million as of December 31, 1993, or 25% of total
capitalization. Included in this amount is $30 million of 10% Convertible
Subordinated Notes due December 1, 2000 (the "Convertible Notes") issued in
January 1990 to affiliates of CIGNA Corporation and Textron, Inc. The principal
balance of each Convertible Note is convertible, at the option of the holder,
into Common Shares at a current price of $13.214 per share.
Capital expenditures for 1994 are budgeted at $17.9 million. The Company's
cash balances, operating cash flows and short-term lines of credit are expected
to be adequate for anticipated operating requirements in 1994.
The Company has entered into its second consecutive multi-year supply
agreement with Ford which requires the absorption of the effects of inflation
and requires specified price reductions or productivity offsets to price
reductions. The Company believes that this type of agreement is typical in the
automotive supply business, and the Company's ability to maintain gross margins
at or near their present levels will be dependent on its ability to
substantially offset the effects of this and other such agreements through
productivity improvements, cost reduction programs and implementation of value
analysis/value engineering programs, which reduce part weight and system costs
to the customer.
A chemical cleaning compound, trichloroethylene ("TCE"), has been found in
the soil and groundwater on the Company's property in Elkhart, Indiana, and, in
1981, TCE was found in a well field of the City of Elkhart in close proximity
to the Company's facility. The Company has been named as one of nine
potentially responsible parties ("PRPs") in the contamination of this site. The
United States Environmental Protection Agency ("EPA") and the Indiana
Department of Environmental Management ("IDEM") have conducted a preliminary
investigation and evaluation of the site and have undertaken temporary remedial
action in the nature of air-stripping towers. In early 1992, the EPA issued a
Unilateral Order under Section 106 of the Comprehensive Environmental Response,
Compensation and Liability Act which required the Company and other PRPs to
undertake remedial work. The Company and the other PRPs have reached an
agreement regarding the funding of groundwater monitoring and the operation of
the air-strippers as required by the Unilateral Order. The Company was required
to install and operate a soil vapor extraction system to remove TCE from the
Company's property. As of February 1, 1994, the Company has installed and is
operating the equipment pursuant to the Unilateral Order. In addition, the EPA
and IDEM have asserted a claim for reimbursement of their investigatory costs
and the costs of installing and operating the air-strippers on the municipal
well field (the "EPA Costs"). On February 22, 1993, the United States filed a
lawsuit in the United States District Court for the Northern District of
Indiana against eight of the PRPs, including the Company. On July 20, 1993,
IDEM joined in the lawsuit. The lawsuit seeks recovery of the costs of
enforcement, prejudgment interest and an amount in excess of $6.8 million,
which represents costs incurred to date by the EPA and IDEM, and a declaration
that the eight defendant PRPs are liable for any future costs incurred by the
EPA and IDEM in connection with the site.
The Company does not believe the annual cost to the Company of monitoring
groundwater and operating the soil vapor extraction system and the air-
strippers will be material. Each of the PRPs, including the Company, is jointly
and severally liable for the entire amount of the EPA Costs. Certain PRPs,
including the Company, are currently attempting to negotiate an agreed upon
allocation of such liability. The Company believes that adequate provisions
have been recorded for its costs and its anticipated share of EPA Costs and
that its cash on hand, unused lines of credit or cash from operations are
sufficient to fund any required expenditures.
The EPA has also named the Company as a PRP for costs at three other disposal
sites. It has also asked the Company for information about contamination at
other sites. The Company believes it either has no liability as a responsible
party or that adequate provisions have been recorded for any costs to be
incurred.
INFLATION
The impact of inflation on operating results for the years 1993, 1992 and
1991 was not significant. Raw material costs during these periods have
increased; however, use of LIFO inventory methods by the Company has minimized
any impact from inflation. The majority of the Company's property, plant and
equipment is of recent purchase, and depreciation charges are based on
historical cost.
4
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants......................................... 6
Consolidated Balance Sheet at December 31, 1993 and 1992.................. 7
Consolidated Statement of Income for the three years ended December 31,
1993..................................................................... 8
Consolidated Statement of Shareholders' Equity for the three years ended
December 31, 1993........................................................ 9
Consolidated Statement of Cash Flows for the three years ended December
31, 1993................................................................. 10
Notes to Consolidated Financial Statements................................ 11
</TABLE>
5
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
and Shareholders of
Excel Industries, Inc.
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, of shareholders' equity and of cash flows
present fairly, in all material respects, the financial position of Excel
Industries, Inc. and its subsidiaries at December 31, 1993 and 1992, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1993, in conformity with generally accepted
accounting principles. 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 of these
statements in accordance with generally accepted auditing standards which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
As discussed in the notes to consolidated financial statements, effective
January 1, 1992, the Company changed its method of accounting for
postretirement health care benefits by adopting, on an immediate recognition
basis, Statement of Financial Accounting Standards No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions." The Company also
changed its method of accounting for income taxes, effective January 1, 1992,
by adopting Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes."
PRICE WATERHOUSE
South Bend, Indiana
February 17, 1994
6
<PAGE>
EXCEL INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEET
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
ASSETS 1993 1992
------ -------- --------
<S> <C> <C>
Current assets:
Cash and short-term investments............................... $ 6,767 $ 27,510
Marketable securities......................................... 39,786 --
Accounts receivable--trade, less allowances of $725........... 23,485 16,222
- --related party................................................. 47,168 43,342
Customer tooling to be billed................................. 9,161 5,887
Inventories................................................... 29,867 26,746
Prepaid expenses.............................................. 6,113 4,764
-------- --------
Total current assets...................................... 162,347 124,471
-------- --------
Property, plant and equipment:
Land.......................................................... 937 939
Buildings and improvements.................................... 21,902 21,135
Machinery and equipment....................................... 80,680 71,021
Accumulated depreciation...................................... (53,773) (51,031)
-------- --------
49,746 42,064
-------- --------
Goodwill, net of accumulated amortization of $2,356 and $2,010,
respectively................................................... 7,050 7,397
Deferred income taxes and other assets.......................... 10,173 8,164
-------- --------
$229,316 $182,096
======== ========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Current liabilities:
Accounts payable--trade....................................... $ 37,283 $ 28,460
--related party........................................ 9,700 13,601
Accrued liabilities:
Salaries and wages.......................................... 5,712 3,983
Income taxes................................................ 1,208 2,132
Other....................................................... 12,130 14,403
Current installments on long-term debt........................ 1,553 1,561
-------- --------
Total current liabilities................................. 67,586 64,140
-------- --------
Long-term debt.................................................. 35,094 34,592
Other long-term liabilities, primarily employee benefits........ 20,200 16,334
Commitments and contingent liabilities.......................... -- --
Shareholders' equity:
Preferred shares--no par value, 1,000 shares authorized, none
issued....................................................... -- --
Common shares--no par value, 20,000 shares authorized; 10,575
and 8,558, respectively, issued and outstanding.............. 87,537 57,282
Retained earnings............................................. 19,615 10,346
Unrecognized pension actuarial losses, net of tax............. (716) (598)
-------- --------
Total shareholders' equity................................ 106,436 67,030
-------- --------
$229,316 $182,096
======== ========
</TABLE>
The accompanying notes are an integral part of this statement.
7
<PAGE>
EXCEL INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF INCOME
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1993 1992 1991
-------- -------- --------
<S> <C> <C> <C>
Net sales......................................... $515,681 $426,873 $352,268
Costs and expenses:
Cost of goods sold.............................. 463,943 383,258 321,058
Selling, administrative and engineering
expenses....................................... 30,054 28,262 25,205
Restructuring charge............................ -- 4,500 --
Interest expense................................ 3,474 5,555 5,516
Other (income) expense, net..................... (2,015) (713) 216
-------- -------- --------
Total costs and expenses.................... 495,456 420,862 351,995
-------- -------- --------
Income before income taxes and cumulative effect
of changes
in accounting.................................... 20,225 6,011 273
Income tax provision.............................. 7,785 2,434 122
-------- -------- --------
Income before cumulative effect of changes in
accounting....................................... 12,440 3,577 151
Cumulative effect of adoption of SFAS 106 and 109. -- 3,195 --
-------- -------- --------
Net income.................................. $ 12,440 $ 382 $ 151
======== ======== ========
Net income (loss) per share:
Before cumulative effect of changes in
accounting:
Primary....................................... $ 1.23 $ .47 $ .02
Fully diluted................................. 1.15 .47 .02
Cumulative effect of adoption of SFAS 106 and
109:
Primary....................................... -- (.42) --
Fully diluted................................. -- (.42) --
Net income:
Primary....................................... 1.23 .05 .02
Fully diluted................................. 1.15 .05 .02
-------- -------- --------
Cash dividends per share.......................... .30 .24 .24
</TABLE>
The accompanying notes are an integral part of this statement.
8
<PAGE>
EXCEL INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
COMMON UNRECOGNIZED
SHARES PENSION CUMULATIVE
ISSUED AND COMMON RETAINED ACTUARIAL TRANSLATION
OUTSTANDING SHARES EARNINGS LOSSES ADJUSTMENT TOTAL
----------- ------- -------- ------------ ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1990................... 6,466 $35,949 $13,298 $(592) $671 $ 49,326
Net income.............. 151 151
Dividends............... (1,558) (1,558)
Stock options exercised. 17 84 84
Shares issued under
employee stock purchase
plan................... 19 160 160
Unrecognized pension
actuarial losses, net
of tax................. (12) (12)
Effect of exchange rate
changes................ 30 30
------ ------- ------- ----- ---- --------
Balance at December 31,
1991................... 6,502 36,193 11,891 (604) 701 48,181
------ ------- ------- ----- ---- --------
Net income.............. 382 382
Dividends............... (1,927) (1,927)
Share offering.......... 2,013 20,759 20,759
Stock options exercised. 29 200 200
Shares issued under
employee stock purchase
plan................... 14 130 130
Unrecognized pension
actuarial losses, net
of tax................. 6 6
Effect of exchange rate
changes................ (701) (701)
------ ------- ------- ----- ---- --------
Balance at December 31,
1992................... 8,558 57,282 10,346 (598) -- 67,030
------ ------- ------- ----- ---- --------
Net income.............. 12,440 12,440
Dividends............... (3,171) (3,171)
Share offering.......... 2,000 30,019 30,019
Stock options exercised. 8 51 51
Shares issued under
employee stock purchase
plan................... 9 185 185
Unrecognized pension
actuarial losses, net
of tax................. (118) (118)
------ ------- ------- ----- ---- --------
Balance at December 31,
1993................... 10,575 $87,537 $19,615 $(716) $ -- $106,436
====== ======= ======= ===== ==== ========
</TABLE>
The accompanying notes are an integral part of this statement.
9
<PAGE>
EXCEL INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1993 1992 1991
-------- -------- -------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income...................................... $ 12,440 $ 382 $ 151
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization................. 10,145 10,082 10,637
Deferred income taxes......................... 548 (3,837) (2,207)
Cumulative effect of changes in accounting.... -- 3,195 --
Other......................................... 3,443 2,661 939
Changes in current assets and liabilities:
Accounts receivable and prepaid expenses.... (13,418) (17,169) 1,176
Inventories and customer tooling............ (6,395) 6,774 4,286
Accounts payable and accrued liabilities.... 3,454 19,067 849
-------- -------- -------
Total adjustments......................... (2,223) 20,773 15,680
-------- -------- -------
Net cash provided by operating activities. 10,217 21,155 15,831
-------- -------- -------
Cash flows from investing activities:
Purchase of property, plant and equipment....... (18,104) (4,687) (9,670)
Investment in marketable securities, net........ (39,786) -- --
Other........................................... (648) 461 3,810
-------- -------- -------
Net cash used for investing activities.... (58,538) (4,226) (5,860)
-------- -------- -------
Cash flows from financing activities:
Issuance of common shares....................... 30,255 21,089 244
Payments of long-term debt...................... (2,001) (14,615) (4,207)
Dividends....................................... (3,171) (1,927) (1,558)
Issuance of long-term debt...................... 2,495 -- --
-------- -------- -------
Net cash provided by (used for) financing
activities............................... 27,578 4,547 (5,521)
-------- -------- -------
Net change in cash and short-term investments..... (20,743) 21,476 4,450
Cash and short-term investments at beginning of
period........................................... 27,510 6,034 1,584
-------- -------- -------
Cash and short-term investments at end of period.. $ 6,767 $ 27,510 $ 6,034
======== ======== =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest........................................ $ 2,781 $ 6,081 $ 5,634
Income taxes, net of refunds.................... 7,996 6,602 281
======== ======== =======
</TABLE>
The accompanying notes are an integral part of this statement.
10
<PAGE>
EXCEL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS
Excel Industries, Inc. (Company) is engaged in the manufacture and sale of a
broad line of window assemblies, manual and electric window regulators, upper
door frames and injection molded thermoplastic parts. The Company's products
are used in the manufacture of automobiles, heavy and light trucks, buses and
recreational vehicles.
2. SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. All significant intercompany transactions,
profits and balances are eliminated.
Net income per share
Primary net income per share is computed using the weighted average number of
shares outstanding during the period. Shares used to compute primary net income
per share were 10,122,000 for 1993, 7,553,000 for 1992 and 6,488,000 for 1991.
Fully diluted earnings per share assumes, when dilutive, the conversion of
the 10% convertible subordinated notes which were issued on January 2, 1990.
Stock dividends and splits are given retroactive effect in computing the
weighted average number of shares outstanding during the period.
Short-term investments and marketable securities
Short-term investments amounting to $5,771,000 at December 31, 1993 consist
of investments generally in money market funds.
Marketable securities consist of U.S. Government securities, tax-free
municipal securities and municipal fund par value preferred shares with
maturities generally longer than 90 days.
Such investments are carried at cost which approximates market.
Other income includes interest income of $1,916,000 in 1993, $1,010,000 in
1992 and $674,000 in 1991.
Inventories
Inventories are valued at the lower of cost or market. Cost is determined
using the last-in, first-out (LIFO) method for domestic inventories and the
first-in, first-out (FIFO) method for Canadian inventories.
Properties
Plant and equipment are carried at cost and include expenditures for new
facilities and those which substantially increase the useful lives of existing
plant and equipment.
Depreciation
The Company provides for depreciation of plant and equipment using methods
and rates designed to amortize the cost of such equipment over its useful life.
Depreciation is computed principally on accelerated
11
<PAGE>
EXCEL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
methods for new plant and equipment and the straight-line method for used
equipment. The estimated useful lives range from 10 to 40 years for buildings
and improvements and 2 to 20 years for machinery and equipment.
Goodwill
The excess of purchase price over the fair value of net assets of acquired
businesses (goodwill) is amortized on a straight-line basis over 20 to 40
years.
Income taxes
Deferred income taxes are provided using the liability method in accordance
with Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting
for Income Taxes."
3. RESEARCH, ENGINEERING AND DEVELOPMENT
Research, engineering and development expenditures charged to operations
approximated $7,913,000 in 1993, $5,518,000 in 1992 and $5,200,000 in 1991.
4. RESTRUCTURING CHARGE
In the fourth quarter of 1992, the Company provided a reserve of $4,500,000
for restructuring costs. The charge was equivalent to $2,900,000, or 34 cents
per share, after taxes. This charge represented estimated costs to downsize its
Aurora, Ontario, Canada plant and relocate production of certain light truck
and van windows to other manufacturing plants of the Company. A total of
$1,010,000 was incurred in 1993 to transfer a portion of the planned
production.
5. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1993 1992
------- -------
(000 OMITTED)
<S> <C> <C>
Raw materials........................................... $17,948 $15,302
Work in process and finished goods...................... 12,378 11,699
LIFO reserve............................................ (459) (255)
------- -------
$29,867 $26,746
======= =======
</TABLE>
6. PENSION AND OTHER EMPLOYEE BENEFIT PLANS
Pension and profit sharing plans
The Company and its subsidiaries provide retirement benefits to substantially
all employees through various pension, savings and profit sharing plans.
Defined benefit plans provide pension benefits that are based on the employee's
final average salary for salaried employees and stated amounts for each year of
credited service for hourly employees. Contributions and costs for the
Company's various other benefit plans are generally determined based on the
employee's annual salary. Total expense relating to the Company's various
retirement plans aggregated $2,199,000 in 1993, $2,102,000 in 1992 and
$1,712,000 in 1991.
12
<PAGE>
EXCEL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Components of net pension expense for all defined benefit pension plans are
as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
1993 1992 1991
------- ------- -------
(000 OMITTED)
<S> <C> <C> <C>
Service cost................................... $ 1,319 $ 1,312 $ 1,243
Interest cost.................................. 1,344 1,245 1,137
Actual return on assets........................ (617) (1,242) (1,139)
Net amortization and deferral.................. (582) 190 222
------- ------- -------
Net defined benefit pension expense............ $ 1,464 $ 1,505 $ 1,463
======= ======= =======
</TABLE>
The funded status of defined benefit pension plans is as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1993 1992
------- --------
(000 OMITTED)
<S> <C> <C>
Plan assets at fair value.............................. $15,844 $14,868
Projected benefit obligations.......................... 20,421 17,869
------- --------
(4,577) (3,001)
Unrecognized costs..................................... 1,862 472
------- --------
Net accrued pension costs.............................. $(2,715) $(2,529)
======= ========
Actuarial present value of:
Vested benefit obligations........................... $15,644 $13,853
======= ========
Accumulated benefit obligations...................... $16,655 $14,815
======= ========
Major assumptions:
Discount rate........................................ 7.5% 8%
Rate of increase in compensation..................... 5% 5% to 8%
Expected rate of return on plan assets............... 8% 8%
</TABLE>
It is generally the Company's policy to fund the ERISA minimum contribution
requirement. Plan assets are invested primarily in corporate equity securities
and bonds and insurance annuity contracts.
Supplemental and other postretirement benefits
In addition to providing pension benefits, the Company provides certain
health care benefits to substantially all active employees and postretirement
health care benefits to management employees. The Company is primarily self-
insured for such benefits and prior to 1992 followed the practice of expensing
such benefits on a pay-as-you-go basis.
In 1992, the Company adopted the provisions of SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions." The Company
elected to immediately recognize the Accumulated Postretirement Benefit
Obligation (APBO) as of January 1, 1992 in the amount of $6,447,000
(approximately $4,000,000 after-tax, or 61 cents per share).
13
<PAGE>
EXCEL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Summary information on the Company's plan is as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------
1993 1992
------ ------
(000 OMITTED)
<S> <C> <C>
Retirees................................................... $1,504 $1,060
Retirement-eligible actives................................ 968 1,245
Other active participants.................................. 6,077 5,402
Unrecognized gain.......................................... 407 --
------ ------
Accrued liability.......................................... $8,956 $7,707
====== ======
</TABLE>
Accrued postretirement benefit cost
The Company plans to continue the policy of funding these benefits on a pay-
as-you-go basis. The components of net periodic postretirement benefit cost are
as follows:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
-------------
1993 1992
------ ------
(000 OMITTED)
<S> <C> <C>
Service costs, benefits attributed to employee service
during the year.......................................... $ 821 $ 750
Interest cost on accumulated postretirement benefit
obligation............................................... 578 510
------ ------
Net periodic postretirement benefit cost.................. $1,399 $1,260
====== ======
</TABLE>
The discount rate used in determining the APBO was 7.75% in 1993 and 8% in
1992. The assumed health care cost trend rate used in measuring the accumulated
postretirement benefit obligation was 10.25% declining by 1% per year to a rate
of 6.25%. An increase of 1% in the health care cost trend rate would increase
the accrued postretirement benefit cost at December 31, 1993 by $2,066,000 and
the 1993 annual expense by $384,000.
7. LONG-TERM DEBT
Following is a summary of long-term debt of the Company:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1993 1992
------- -------
(000 OMITTED)
<S> <C> <C>
10% convertible subordinated notes...................... $30,000 $30,000
Industrial revenue bonds................................ 5,383 4,533
Capital lease obligations............................... 1,264 1,620
------- -------
36,647 36,153
Current portion......................................... (1,553) (1,561)
------- -------
$35,094 $34,592
======= =======
</TABLE>
During 1992, the Company prepaid the balance owing on its guaranteed senior
notes and was subject to a prepayment premium of approximately $1,300,000. Such
amount is included in the accompanying income statement in interest expense.
The convertible notes are due on December 1, 2000 and require aggregate
prepayments of $8,000,000 in 1996, $7,000,000 in 1997, $6,000,000 in 1998,
$5,000,000 in 1999 and $4,000,000 in 2000. The holders of the notes have the
option to convert their notes at any time into common shares of the Company at
a current
14
<PAGE>
EXCEL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
conversion price of $13.214 per share. The notes are subject to prepayment at
the option of the Company if the market value of the Company's common shares
equals or exceeds 150% of the conversion price for a specified period. The note
agreements provide for maintaining a current ratio of 1.5 to 1, restrict the
amount of additional borrowings and limit the amount of dividends that can be
paid. Currently the Company has available for payment of dividends $19,615,000
of retained earnings.
The industrial revenue bonds bear interest at rates of interest tied to
short-term Treasury rates. Certain plant and equipment purchased with the
proceeds of the bonds collateralize these obligations.
The Company had available unused lines of credit of approximately $6,300,000
at December 31, 1993.
Long-term debt maturities are $1,553,000 in 1994, $1,358,000 in 1995,
$9,557,000 in 1996, $8,072,000 in 1997, $6,580,000 in 1998 and $9,527,000
thereafter.
8. CONTINGENCIES
A chemical cleaning compound, trichloroethylene (TCE), has been found in the
soil and groundwater on the Company's property in Elkhart, Indiana, and, in
1981, TCE was found in a well field of the City of Elkhart in close proximity
to the Company's facility. The Company has been named as one of nine
potentially responsible parties (PRPs) in the contamination of this site.
The United States Environmental Protection Agency (EPA) and the Indiana
Department of Environmental Management (IDEM) have conducted a preliminary
investigation and evaluation of the site and have undertaken temporary remedial
action in the nature of air-stripping towers.
In early 1992, the EPA issued a Unilateral Order under Section 106 of the
Comprehensive Environmental Response, Compensation and Liability Act which
required the Company and other PRPs to undertake remedial work. The Company and
the other PRPs have reached an agreement regarding the funding of groundwater
monitoring and the operation of the air-strippers as required by the Unilateral
Order. The Company was required to install and operate a soil vapor extraction
system to remove TCE from the Company's property. As of February 1, 1994, the
Company has installed and is operating the equipment pursuant to the Unilateral
Order. In addition, the EPA and IDEM have asserted a claim for reimbursement of
their investigatory costs and the costs of installing and operating the air-
strippers on the municipal well field (the EPA Costs). On February 22, 1993,
the United States filed a lawsuit in the United States District Court for the
Northern District of Indiana against eight of the PRPs, including the Company.
On July 20, 1993, IDEM joined in the lawsuit. The lawsuit seeks recovery of the
costs of enforcement, prejudgment interest and an amount in excess of $6.8
million, which represents costs incurred to date by the EPA and IDEM, and a
declaration that the eight defendant PRPs are liable for any future costs
incurred by the EPA and IDEM in connection with the site.
The Company does not believe the annual cost to the Company of monitoring
groundwater and operating the soil vapor extraction system and the air-
strippers will be material. Each of the PRPs, including the Company, is jointly
and severally liable for the entire amount of the EPA Costs. Certain PRPs,
including the Company, are currently attempting to negotiate an agreed upon
allocation of such liability. The Company believes that adequate provisions
have been recorded for its costs and its anticipated share of EPA Costs and
that its cash on hand, unused lines of credit or cash from operations are
sufficient to fund any required expenditures.
The EPA has also named the Company as a PRP for costs at three other disposal
sites. It has also asked the Company for information about contamination at
other sites. The Company believes it either has no liability as a responsible
party or that adequate provisions have been recorded for any costs to be
incurred.
There are claims and pending legal proceedings against the Company and its
subsidiaries with respect to taxes, workers' compensation, warranties and other
matters arising out of the ordinary conduct of the business. The ultimate
result of these claims and proceedings at December 31, 1993 is not
determinable, but, in the opinion of management, adequate provision for
anticipated costs has been made or insurance coverage exists to cover such
costs.
15
<PAGE>
EXCEL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
9. LEASES
The Company leases certain of its manufacturing facilities, sales offices,
transportation and other equipment. Total rental expense for all leases was
approximately $3,416,000 in 1993, $2,998,000 in 1992 and $2,123,000 in 1991.
Future minimum lease payments under noncancellable operating leases are
$1,341,000 in 1994, $1,055,000 in 1995, $826,000 in 1996, $753,000 in 1997 and
$143,000 in 1998.
10. INCOME TAXES
Effective January 1, 1992, the Company adopted SFAS No. 109, "Accounting for
Income Taxes." This statement mandates the liability approach for computing
deferred income taxes similar to SFAS No. 96 previously followed by the
Company. The cumulative effect of the change was to increase first quarter 1992
earnings by $800,000 (12 cents per share). The change had no impact on the 1992
income tax provision. Prior year financial statements have not been restated.
Pre-tax income (loss) reported by U.S. and foreign subsidiaries was as
follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1993 1992 1991
------- ------- -------
(000 OMITTED)
<S> <C> <C> <C>
United States................................... $17,933 $ 8,688 $ 1,835
Foreign......................................... 2,292 (2,677) (1,562)
------- ------- -------
$20,225 $ 6,011 $ 273
======= ======= =======
</TABLE>
The provision (benefit) for income taxes is summarized below:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1993 1992 1991
------- -------- --------
(000 OMITTED)
<S> <C> <C> <C>
Current:
U.S. federal............................... $6,049 $ 5,007 $ 1,615
Foreign.................................... 465 38 --
State...................................... 645 1,226 714
------- -------- --------
7,159 6,271 2,329
------- -------- --------
Deferred:
U.S. federal............................... (317) (1,922) (1,388)
Foreign.................................... 941 (1,256) (685)
State...................................... 2 (659) (134)
------- -------- --------
626 (3,837) (2,207)
------- -------- --------
$7,785 $ 2,434 $ 122
======= ======== ========
</TABLE>
16
<PAGE>
EXCEL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Deferred income taxes are provided for the temporary differences between the
financial reporting basis and tax basis of the Company's assets and
liabilities. At December 31, 1993, current deferred income tax assets of
$2,886,000 are classified as prepaid expenses, long-term U.S. deferred income
tax assets of $6,094,000 are classified as other assets and $627,000 of long-
term foreign deferred income tax liabilities are classified as other long-term
liabilities. Deferred income taxes are comprised of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------
1993 1992
------- -------
(000 OMITTED)
<S> <C> <C>
Gross deferred tax liabilities:
Property, plant and equipment.......................... $ 2,257 $ 2,571
Inventories............................................ 436 308
Other.................................................. 680 564
------- -------
3,373 3,443
------- -------
Gross deferred tax assets:
Postretirement benefit obligations..................... 6,296 5,046
Restructuring reserve.................................. 1,103 1,655
Other accrued liabilities.............................. 3,708 4,210
Loss carryforwards..................................... 619 1,453
------- -------
11,726 12,364
------- -------
Net deferred tax assets.................................. $ 8,353 $ 8,921
======= =======
</TABLE>
The provision for income taxes computed by applying the federal statutory
rate to income before income taxes is reconciled to the recorded provision as
follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,
---------------------
1993 1992 1991
------ ------ -----
(000 OMITTED)
<S> <C> <C> <C>
Tax at United States statutory rate................ $7,079 $2,044 $ 93
State income taxes, net of federal benefit......... 421 374 383
Canadian rate differential on income (losses)...... 344 (134) (154)
Other.............................................. (59) 150 (200)
------ ------ -----
$7,785 $2,434 $ 122
====== ====== =====
</TABLE>
Provision has been made for U.S. and Canadian taxes on undistributed earnings
of the Company's Canadian subsidiary.
The Company possesses approximately $10,570,000 of U.S. state income tax loss
carryforwards. U.S. state loss carryforwards expire to the extent of $1,002,000
in the year 2005, $4,758,000 in 2006 and $4,810,000 in 2007.
11. SEGMENT INFORMATION AND MAJOR CUSTOMERS
The Company operates in predominately one industry segment: the design,
engineering and manufacture of certain components sold to manufacturers in the
ground transportation industry.
The Company, through its subsidiaries, operates primarily in two countries:
the United States and Canada. The Company's Canadian subsidiary had net sales
of $36,074,000 in 1993, $29,421,000 in 1992 and $21,735,000 in 1991. Total
assets of the Canadian subsidiary were approximately $9,416,000 and $12,538,000
at December 31, 1993 and 1992, respectively. Intercompany sales were
insignificant.
17
<PAGE>
EXCEL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Sales to three major customers, Ford Motor Company, Chrysler Corporation and
General Motors Corporation, were approximately 72%, 11% and 4%, respectively,
of the Company's net sales in 1993 as compared to 73%, 9% and 4% in 1992 and
69%, 8% and 8% in 1991. Accounts receivable from General Motors Corporation and
Chrysler Corporation approximated 68% of trade accounts receivable at December
31, 1993 and 48% at December 31, 1992. Amounts due from Ford Motor Company are
classified as "accounts receivable, related party" in the Company's balance
sheet at December 31, 1993 and December 31, 1992. Sales to customers outside of
the United States and Canada were not significant.
12. COMMON SHARES
The Company has an incentive stock option plan covering key employees which
was approved by shareholders in 1984. The plan provides that options may be
granted at not less than fair market value and if not exercised, expire 10
years from the date of grant. At December 31, 1993, there were reserved 48,590
shares for the granting of options and options outstanding for 19,250 shares at
an average exercise price of $6.59. During 1993, options for 7,875 shares were
exercised at an average exercise price of $6.44. There were no options granted
nor did any options expire during 1993.
The Company has an employee stock purchase plan and has reserved 353,717
common shares for this purpose. The plan allows eligible employees to authorize
payroll withholdings which are used to purchase common shares from the Company
at ninety percent (90%) of the closing price of the common shares on the date
of purchase. Through December 31, 1993, 96,296 common shares had been issued
under the plan.
The Company has reserved 2,270,319 common shares for possible future issuance
in connection with its $30,000,000 convertible notes issued on January 2, 1990.
13. RELATED PARTY TRANSACTIONS
Ford Motor Company owned 24% of the Company's common shares at December 31,
1993, 30% at December 31, 1992 and 40% at December 31, 1991. On January 11,
1994, Ford Motor Company donated 1,047,201 of the Company's common shares to
the Ford Motor Company Fund. On January 13, 1994, Ford Motor Company and the
Ford Motor Company Fund announced their intention to dispose of their combined
24% ownership in the Company through a secondary public offering. Ford
officials stated that the disposition of common shares would not impact the
customer-supplier relationship between Ford and the Company. Significant
related party transactions are as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------
1993 1992 1991
-------- -------- --------
(000 OMITTED)
<S> <C> <C> <C>
Product sales.................................. $373,000 $311,000 $244,000
Product purchases.............................. 124,000 77,000 58,000
</TABLE>
18
<PAGE>
EXCEL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONCLUDED)
14. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following table sets forth in summary form the quarterly results of
operations for the years ended December 31, 1993 and 1992.
<TABLE>
<CAPTION>
1993
------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- --------
(000 OMITTED EXCEPT PER SHARE
AMOUNTS)
<S> <C> <C> <C> <C>
Net sales............................ $127,340 $138,875 $114,888 $134,578
Gross profit......................... 14,295 16,044 10,015 11,384
Net income........................... 3,422 4,491 1,650 2,877
Net income per share:
Primary............................ $ .39 $ .43 $ .16 $ .27
Fully diluted...................... .35 .38 .16 .26
<CAPTION>
1992
------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales............................ $ 98,432 $113,038 $102,516 $112,887
Gross profit......................... 10,258 12,603 9,635 11,119
Income (loss) before changes in
accounting.......................... 1,295 2,445 657 (820)
Cumulative effect of adoption of SFAS
Nos. 106 and 109.................... (3,195) -- -- --
Net income (loss).................... (1,900) 2,445 657 (820)
Net income (loss) per share before
changes in accounting:
Primary............................ $ .20 $ .37 $ .08 $ (.10)
Fully diluted...................... .20 .33 .08 (.10)
Cumulative effect of changes in
accounting:
Primary............................ (.49) -- -- --
Fully diluted...................... (.49) -- -- --
Net income (loss):
Primary............................ (.29) .37 .08 (.10)
Fully diluted...................... (.29) .33 .08 (.10)
</TABLE>
19
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibit is filed as part of this report:
Exhibit 23--Consent of Independent Accountants.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EXCEL INDUSTRIES, INC.
Dated: February 18, 1994.
/s/ Joseph A. Robinson
By: _________________________________
Joseph A. Robinson, Secretary,
Treasurer and Chief Financial
Officer
20
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER
------
<C> <S> <C>
Exhibit 23. Consent of Independent Accountants.........................
</TABLE>
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 (No. 2-91986)
effective July 19, 1984 and the Prospectus constituting part of the
Registration Statement of Form S-8 (No. 33-14508) effective June 11, 1987 of
Excel Industries, Inc. of our report dated February 17, 1994 appearing on page
6 of this Form 8-K.
PRICE WATERHOUSE
South Bend, Indiana
February 17, 1994
