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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995, OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ---------- to ----------
Commission File No. 0-13805
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-0983610
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
171 Monroe Avenue, NW, Suite 600, Grand Rapids, Michigan, 49503
(Address of principal executive offices, zip code)
(616) 336-9400
(Registrant's telephone number, including area code)
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 number of shares outstanding of registrant's common stock, par value
$1.00 per share, at September 30, 1995 was 4,188,406 shares.
Exhibit Index on page 15.
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AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1995
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - September 30, 1995
(Unaudited) and December 31, 1994 3-4
Condensed Consolidated Statements of Operations -
Three Months and Nine Months Ended September 30, 1995
and 1994 (Unaudited) 5
Condensed Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1995 and 1994 (Unaudited) 6
Notes to Condensed Consolidated Financial Statements
(Unaudited) 7-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
EXHIBIT INDEX 15-20
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, December 31,
1995 1994
----------- -----------
(Unaudited)
ASSETS
CURRENT ASSETS:
Accounts receivable, less allowances of
$1,261,200 in 1995 and $614,300 in 1994 $16,785,600 $20,667,000
Inventories:
Raw material 7,260,900 7,758,300
Work in process 3,999,800 3,940,900
Finished goods 6,528,000 5,776,700
----------- -----------
17,788,700 17,475,900
Prepaid expenses and other current assets 1,323,200 956,600
----------- -----------
Total current assets 35,897,500 39,099,500
PROPERTY AND EQUIPMENT:
Land 231,900 231,900
Buildings and improvements 13,683,300 13,439,400
Machinery and equipment 28,059,000 25,078,500
Construction in progress 1,240,600 2,490,300
----------- -----------
43,214,800 41,240,100
Less accumulated depreciation (19,576,300) (17,175,600)
----------- -----------
23,638,500 24,064,500
OTHER ASSETS 184,700 220,600
----------- -----------
$59,720,700 $63,384,600
=========== ===========
See accompanying notes to condensed consolidated financial statements.
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AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS--Continued
September 30 December 31,
1995 1994
----------- -----------
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Note payable to bank $ 2,000,000 $ 2,300,000
Accounts payable 5,010,500 5,014,300
Accrued liabilities-
Payroll and employee benefits 1,484,200 1,741,500
Legal and professional 820,900 1,071,600
Environmental costs 850,000 835,300
Customer advertising allowances 1,844,000 2,531,100
Income taxes currently payable 137,300 1,194,300
Deferred income taxes 82,600 210,400
Other 1,589,200 1,841,000
----------- -----------
Total current liabilities 13,818,700 16,739,500
LONG-TERM DEBT 5,000,000 5,000,000
DEFERRED INCOME TAXES 1,196,900 1,066,800
SHAREHOLDERS' EQUITY:
Common stock 4,188,400 4,188,400
Additional paid-in capital 20,622,300 20,622,300
Retained earnings 14,894,400 15,767,600
----------- -----------
Total shareholders' equity 39,705,100 40,578,300
----------- -----------
$59,720,700 $63,384,600
=========== ===========
See accompanying notes to condensed consolidated financial statements.
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AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
----------- ----------- ----------- -----------
Net sales $26,236,100 $27,161,900 $75,524,600 $77,160,800
Cost of sales 22,627,000 21,507,100 64,726,500 61,763,400
----------- ----------- ----------- -----------
Gross profit 3,609,100 5,654,800 10,798,100 15,397,400
Selling, general and
administrative
expenses 4,479,300 3,603,500 11,759,700 11,455,200
----------- ----------- ----------- -----------
Operating income(loss) (870,200) 2,051,300 (961,600) 3,942,200
Other expense (income):
Litigation settle-
ment,net (4,207,500) (4,207,500)
Interest expense 79,000 38,600 254,400 106,500
Interest income (3,300) (5,700) (10,100) (300,000)
Other, net 23,400 (1,500) 41,600 11,300
----------- ----------- ----------- -----------
99,100 (4,176,100) 285,900 (4,389,700)
----------- ----------- ----------- -----------
Income (loss) before
income taxes (969,300) 6,227,400 (1,247,500) 8,331,900
Income taxes (279,600) 2,179,600 (374,200) 2,916,000
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ (689,700) $ 4,047,800 $ (873,300) $ 5,415,900
=========== =========== =========== ===========
Average number of common
and common equivalent
shares outstanding 4,209,000 4,257,900 4,213,200 4,267,100
========= ========= ========= =========
Earnings (loss) per
common and common
equivalent share $(.16) $.95 $(.21) $1.27
===== ==== ===== =====
See accompanying notes to condensed consolidated financial statements.
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AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended
September 30,
1995 1994
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES $2,991,100 $6,114,400
CASH FLOWS FROM INVESTING ACTIVITIES:
Collections on notes receivable 106,700
Purchases of property and equipment (2,050,000) (6,915,400)
Proceeds from sales of property
and equipment 4,000 800
---------- ----------
Net cash used for investing activities (2,046,000) (6,807,900)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable to bank 2,150,000 7,300,000
Payments on note payable to bank (2,450,000) (5,300,000)
Repurchase of common stock (645,100) (533,300)
Issuance of common stock 36,300
---------- ----------
Net cash provided by financing activities (945,100) 1,503,000
---------- ----------
NET INCREASE IN CASH AND EQUIVALENTS 0 809,500
CASH AND EQUIVALENTS AT BEGINNING OF YEAR 0 0
---------- ----------
CASH AND EQUIVALENTS AT END OF QUARTER $ 0 $ 809,500
========== ==========
Supplemental disclosures:
Cash transactions-
Interest paid, net of
amounts capitalized $ 273,200 $ 77,900
Income taxes paid 1,231,500 1,136,400
Non-cash financing transaction-
Common stock issued for employee
stock ownership plan contribution 645,100 533,300
See accompanying notes to condensed consolidated financial statements.
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AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1--BASIS OF PRESENTATION
The condensed consolidated financial statements included herein have been
prepared by Ameriwood Industries International Corporation ("Ameriwood" or the
"Company"), without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading. It
is suggested that these condensed consolidated financial statements be read in
conjunction with the consolidated financial statements and notes thereto
included in Ameriwood's 1994 annual report on Form 10-K.
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments necessary to present fairly the
financial position of the Company as of September 30, 1995 and the results of
its operations and its cash flows for the three and nine month periods ended
September 30, 1995 and 1994. All such adjustments are of a normal and
recurring nature.
NOTE 2--ENVIRONMENTAL CONTINGENCY
Ameriwood Environmental Matter
During 1989, the Company discovered environmental contamination at its facility
in Dowagiac, Michigan, which has been reported to the appropriate state
environmental agency. Ameriwood has identified certain prior owners or
operators and may identify other parties who might be required to contribute
toward cleanup of this site. The Company has filed suit in Federal District
Court against Chrysler Corporation and the United States Department of Defense
("DOD") in connection with the Dowagiac site. The Company is seeking recovery
of its environmental response costs and a declaration requiring the defendants
to contribute to costs required for additional environmental investigation and
remediation at the site. Chrysler Corporation has admitted successorship to
one corporation that operated the site, but has denied liability for any
cleanup expenses. Chrysler has also cross-claimed against the DOD. On
February 16, 1995, Chrysler filed a Motion for Partial Summary Judgment asking
the Court to rule that the DOD was an owner and/or operator of the Dowagiac
site. The Company filed a similar motion on March 15, 1995. If the Court
grants the motions, the DOD would be liable, subject to appeal, for a share of
the investigation and remediation costs incurred to address releases which
occurred during the period the DOD was an owner or operator. A hearing on the
Chrysler motion was held on July 11, 1995. On August 9, 1995 the Court issued
an Opinion and Order ruling that (a) the DOD was not liable as a past operator
of the Dowagiac plant; (b) the DOD was not liable as a result of its lending
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AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), continued
relationship with a prior owner of the Dowagiac plant; but that (c) questions
of fact exist as to whether the DOD is liable as an owner of a portion of the
plant, which questions will be resolved at the trial. The Court still has
pending the question whether the DOD is liable as an arranger for waste
disposal at the Dowagiac plant. Upon completion of a trial, the Company has
the right to appeal the Court's decision on the DOD's liability as an operator
or lender. Although the Company believes it has sufficient basis to prevail
against the defendants, there is no assurance of financial recovery therein or
receipt of the declaration sought.
It is the Company's policy to accrue environmental cleanup costs if it is
probable that a liability has been incurred and an amount is reasonably
estimable. The Company has an accrual of $850,000 as of September 30, 1995 to
provide for potential cleanup costs at the site. Actual costs to be incurred
at the Dowagiac site in the future may vary from estimates due to: the inherent
uncertainties associated with estimating the extent of and remedy for
environmental contamination; the evolving nature of remediation technologies
and environmental regulations; and the uncertainty of allocating any
investigation and remediation costs among other parties. The Company has not
recognized any amounts in its financial statements for potential contributions
or recoveries from Chrysler Corporation or the DOD. Estimated expenses accrued
to date for the Dowagiac site have been recorded without considering potential
contributions or recoveries from Chrysler Corporation, DOD, or other parties.
The estimated cost of remediation is still tentative and further testing in
other areas of the Dowagiac site is needed. The Company has hired a consulting
engineer firm to complete a remedial investigation and feasibility study
(RI/FS) and develop a final estimate of costs necessary to remediate the site.
Upon completion of the RI/FS, the Company will finalize its plans for remedial
work at the site. To date, the Company has not agreed to any cleanup plan with
the state agency. Consequently, Ameriwood is unable to predict the outcome of
this matter or to reasonably estimate the amount of additional costs, if any,
that may be incurred to resolve it satisfactorily.
Superfund Sites
The Company has been identified as being among the potentially responsible
parties with respect to certain "Superfund" sites. It is difficult to estimate
with any reasonable degree of accuracy the ultimate level of expenditures
Ameriwood may incur in the future with respect to such "Superfund" sites, but
management believes, after discussing relevant legal issues with counsel and
considering the currently available information and developments to date, that
additional capital or other expenditures the Company may incur in the future in
connection with remediation of these sites will not materially affect
Ameriwood's financial position or results of operations.
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Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected Ameriwood's earnings during the period included in
the accompanying condensed consolidated statements of operations. A summary of
the changes in the principal items included in the condensed consolidated
statements of operations is shown below:
Comparisons for the Three Months Ended September 30, 1995 and 1994:
1995 1994 Change Percent
----------- ----------- ---------- -------
Net sales $26,236,100 $27,161,900 $ (925,800) (3.4)%
Cost of sales 22,627,000 21,507,100 1,119,900 5.2%
----------- ----------- ----------
Gross profit 3,609,100 5,654,800 (2,045,700) (36.2)%
Selling, general and
administrative expenses 4,479,300 3,603,500 875,800 24.3%
----------- ----------- ----------
Operating income (loss) (870,200) 2,051,300 (2,921,500) (142.4)%
Other expense (income):
Litigation settlement, net (4,207,500) 4,207,500 100.0%
Interest expense 79,000 38,600 40,400 104.7%
Interest income (3,300) (5,700) 2,400 42.1%
Other, net 23,400 (1,500) 24,900 1660.0%
----------- ----------- ----------
99,100 (4,176,100) 4,275,200 102.4%
----------- ----------- ----------
Income (loss) before
income taxes (969,300) 6,227,400 (7,196,700) (115.6)%
Income taxes (279,600) 2,179,600 (2,459,200) (112.8)%
----------- ----------- ----------
NET INCOME (LOSS) $ (689,700) $ 4,047,800 $(4,737,500) (117.0)%
=========== =========== ==========
Net Sales:
Net sales for the three months ended September 30, 1995, were down 3.4% from
the same period of 1994. Third quarter sales declined 3.9% for unassembled
furniture, 1.4% for OEM products, and 7.3% for the company's BIC line of stereo
speakers. The difficult environment for regional discount retailers, the
Company's largest distribution channel for unassembled furniture, and for
consumer electronic retailers, was the main reason for the decline.
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Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations, continued
RESULTS OF OPERATIONS, continued
Cost of Sales and Gross Profit:
Cost of sales in the third quarter was negatively impacted by unfavorable
overhead absorption, due to reduced production schedules. Lower than planned
order volume, due to retail softness, resulted in lower than planned ability to
absorb fixed manufacturing costs. Additionally, changes in production
schedules related to rapidly changing customer order patterns created
production inefficiencies.
Gross profit as a percentage of sales was 13.8% for the third quarter of 1995,
compared to 20.8% for the third quarter of 1994. In addition to the soft
retail market and competitive industry conditions, higher allowances related to
a voluntary product recall unfavorably impacted profitability.
Selling, General and Administrative Expenses:
Selling, general and administrative ("SG&A") expenses increased 24.3% for the
third quarter of 1995 compared to the same period in 1994. Bad debt reserves
were increased approximately $800,000 during the quarter to recognize the
deteriorating situation among retailers and to cover potential losses due to
the bankruptcy filings of several customers. The increase in the bad debt
reserves was the primary reason for the higher SG&A expenses.
Other Expense (Income):
Other income decreased 102.4%, as compared to the third quarter of 1994 when
the company received a litigation settlement of $4.2 million, net of related
ESOP expenses. The settlement accounted for 98% of the difference in other
expense (income) in the third quarter of 1995 as compared to the same period in
1994.
Interest expense increased $40,400 for the third quarter of 1995 compared to
the same period in 1994. All interest on short-term borrowings in the third
quarter of 1994 was capitalized due to the capital expansion program; while
only a portion of interest on short-term borrowings was capitalized in the
third quarter of 1995.
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Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations, continued
RESULTS OF OPERATIONS, continued
Comparisons for the Nine Months Ended September 30, 1995 and 1994:
1995 1994 Change Percent
----------- ----------- ----------- -------
Net sales $75,524,600 $77,160,800 $(1,636,200) (2.1)%
Cost of sales 64,726,500 61,763,400 2,963,100 4.8%
----------- ----------- -----------
Gross profit 10,798,100 15,397,400 (4,599,300) (29.9)%
Selling, general and
administrative expenses 11,759,700 11,455,200 304,500 2.7%
----------- ----------- -----------
Operating income (loss) (961,600) 3,942,200 (4,903,800)(124.4)%
Other expense (income):
Litigation settlement, net (4,207,500) 4,207,500 100.0%
Interest expense 254,400 106,500 147,900 138.9%
Interest income (10,100) (300,000) 289,900 96.6%
Other, net 41,600 11,300 30,300 268.1%
----------- ----------- -----------
285,900 (4,389,700) 4,675,600 106.5%
----------- ----------- -----------
Income (loss) before
income taxes (1,247,500) 8,331,900 (9,579,400)(115.0)%
Income taxes (374,200) 2,916,000 (3,290,200)(112.8)%
----------- ----------- -----------
NET INCOME (LOSS) $ (873,300) $ 5,415,900 $(6,289,200)(116.1)%
=========== =========== ===========
Net Sales:
Consolidated net sales for the nine months ended September 30, 1995 were down
2.1%, to $75,524,600, from $77,160,800 for the same period in 1994. Sales
were down 2.1% for unassembled furniture, down 4.1% for OEM products, and up
9.1% for the Company's line of BIC stereo speakers. A sluggish performance in
retail sales and an increased competitive environment were the primary causes
of the overall decline.
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Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations, continued
RESULTS OF OPERATIONS, continued
Cost of Sales and Gross Profit:
Cost of sales and profitability for the nine month period were negatively
impacted by unfavorable overhead absorption, due to higher fixed costs related
to the 1994 expansion program, and reduced production schedules.
Gross profit as a percentage of sales was 14.3% for the nine months ended
September 30, 1995, as compared to 20.0% for the same period in 1994. Gross
margin was negatively impacted by more competitive pricing, higher allowances,
and unfavorable overhead absorption.
Selling, General and Administrative Expenses:
SG&A expenses were up 2.7%, or $304,500, compared to the same period in 1994.
Although ongoing cost containment efforts had been resulting in lower SG&A
expenses as compared to 1994, the large third quarter charge to increase bad
debt expense offset these savings on a year-to-date basis.
Operating Expense (Income):
Other income was down compared to 1994, and interest expense up compared to
1994 as discussed in the third quarter comparison on page 10. Interest income
decreased $289,900 as compared to the same period in 1994. In 1994, Ameriwood
received approximately $280,000 in interest income from a note receivable it
held related to the 1989 sale of two subsidiaries. The note was sold in
December of 1994; therefore, no comparable interest income was earned in 1995.
CAPITAL RESOURCES AND LIQUIDITY
Current assets declined $3,202,000 from December 31, 1994 to September 30,
1995, due mainly to a decrease in accounts receivable. Year-end accounts
receivable balances are historically higher due to the seasonal peak of fourth
quarter sales. That factor, combined with a decrease in net sales as compared
to 1994, led to the decrease.
Current liabilities decreased 17.4% from December 31, 1994, to September 30,
1995. The accrual for income taxes currently payable is down $1,057,000 from
the end of 1994 due to the year-to-date net loss in 1995. The accrual for
customer allowances is also down from the end of 1994, due to timing issues
related to customers' use of their allowances.
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Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations, continued
CAPITAL RESOURCES AND LIQUIDITY, continued
Property and equipment additions of $2,050,000 in the nine months ended
September 30, 1995 consisted mainly of expenditures for machinery and equipment
related to improving manufacturing efficiency and cost containment. Ameriwood
currently anticipates capital expenditures for the remainder of 1995 will be
approximately $1,512,000 and will consist of machinery and equipment purchases
for the Company's Ohio and Michigan manufacturing facilities.
Management believes the Company's present liquidity, combined with cash flow
from future operations and the Company's revolving credit facility, will be
adequate to fund operations and capital expenditures for the remainder of 1995
and 1996. In the event more funds are required, additional long-term
borrowings are an alternative for meeting liquidity and capital resource needs.
Nevertheless, the Company's liquidity could be materially impaired in the
future, depending on the ultimate costs of satisfactorily resolving
environmental matters at the Company's Dowagiac, Michigan facility. See Note 2
to the accompanying condensed consolidated financial statements for a
discussion of this environmental matter.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See Item 3 of registrant's Annual Report on Form 10-K for the year ended
December 31, 1994, for information related to the Arthur Andersen Litigation.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Reference is made to the Exhibit Index on Pages 15 through 20 of
this Form 10-Q report.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Registrant during
the three months ended September 30, 1995.
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SIGNATURES
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 thereunto duly authorized.
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
November 13, 1995 /s/ J.J. Miglore
----------------------
Joseph J. Miglore
President and Chief
Executive Officer
November 13, 1995 /s/ Charles R. Foley
----------------------
Charles R. Foley
Vice President of
Finance and Chief
Financial Officer
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EXHIBIT INDEX
Page in
Sequentially
Exhibit Numbered
Number Description Copy
- -------- ------------------------------------------------ ------------
3(a) Restated Articles of Incorporation, as amended n/a
June 24, 1993 (filed as exhibit to Form 10-K
for the year ended December 31, 1993 (Commission
File No. 0-13805) and incorporated herein by
reference)
3(b) Bylaws, as amended through June 16, 1994 (filed n/a
as an exhibit to Form 10-Q for the quarter ended
June 30, 1994 (Commission File No. 0-13805) and
incorporated herein by reference)
4(a) Indenture of Trust relating to $5,000,000 n/a
Michigan Strategic Fund Industrial Development
Revenue Bonds due in 2006, and related Loan
Agreement, Letter of Credit Agreement, Mortgage
and Security Agreement and Irrevocable
Transferrable Letter of Credit (filed as
exhibits to Form 10-K for the year ended
December 31, 1989 (Commission File No. 0-13805)
and incorporated herein by reference)
4(b) Second Amendment, dated June 19, 1992, to Letter n/a
of Credit with Harris Trust and Savings Bank,
dated November 1, 1986, relating to Letter of
Credit identified in Exhibit 4(a) (filed as
exhibit to Form 10-Q for the quarter ended June
30, 1992 (Commission File No. 0-13805) and
incorporated herein by reference)
4(c) Third Amendment, dated January 13, 1995, to n/a
Letter of Credit with Harris Trust and Savings
Bank, dated November 1, 1986, relating to Letter
of Credit identified in Exhibit 4(a) (filed as
exhibit to Form 10-K for the year ended December
31, 1994 (Commission File No.0-13805) and
incorporated herein by reference)
4(d) Credit Agreement with Harris Trust and Savings n/a
Bank, dated June 19, 1992 (filed as exhibit to
Form 10-Q for the quarter ended June 30, 1992
(Commission File No. 0-13805) and incorporated
herein by reference)
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EXHIBIT INDEX
Page in
Sequentially
Exhibit Numbered
Number Description Copy
- -------- ------------------------------------------------ ------------
4(e) Credit Agreement with Harris Trust and Savings n/a
Bank and The First National Bank of Chicago,
dated January 13, 1995 (filed as exhibit to Form
10-K for the year ended December 31, 1994
(Commission File No. 0-13805) and incorporated
herein by reference)
4(f) Ameriwood Industries International Corporation n/a
common stock certificate specimen (filed as
exhibit to Form 10-Q for the quarter ended
March 31, 1993 (Commission File No. 0-13805)
and incorporated herein by reference)
4(g) Rights Agreement, as amended and restated as of n/a
March 15, 1995, between Ameriwood Industries
International Corporation and Harris Trust and
Savings Bank, as Rights Agent (filed as exhibit
to Form 10-K for the year ended December 31,
1994 (Commission File No. 0-13805) and
incorporated herein by reference)
The following material contracts identified with "*" preceding the exhibit
number are agreements or compensation plans with or relating to executive
officers, directors or related parties.
*10(a) 1984 Incentive Stock Option Plan, as amended n/a
(filed as exhibit to Form 10-K for the year
ended December 31, 1990 (Commission File No.
0-13805) and incorporated herein by reference)
*10(b) Ameriwood Industries 1992 Non-Employee n/a
Directors' Stock Option Plan (filed as Exhibit
A to the definitive proxy statement dated June
26, 1992 relating to the Company's 1992 annual
meeting (Commission File No. 0-13805) and
incorporated herein by reference)
*10(c) Ameriwood Industries 1993 Stock Incentive Plan n/a
(filed as Exhibit A to the definitive proxy
statement dated May 10, 1993 relating to the
Company's 1993 annual meeting (Commission File
No. 0-13805) and incorporated herein by reference)
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EXHIBIT INDEX
Page in
Sequentially
Exhibit Numbered
Number Description Copy
- -------- ------------------------------------------------ ------------
*10(d) Ameriwood Industries 1995 Non-Employee Director n/a
Stock Option Plan (filed as Exhibit A to the
definitive proxy statement dated May 18, 1995
relating to the Company's 1995 annual meeting
(Commission File No. 0-13805) and incorporated
herein by reference)
*10(e) Form of Stock Option Agreement dated n/a
February 14, 1991 with Neil L. Diver (filed as
exhibit to Form 10-K for the year ended December
31, 1990 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(f) Rospatch Corporation Annual Incentive Plan n/a
(filed as exhibit to Form 10-K for the year
ended December 31, 1990 (Commission File No.
0-13805) and incorporated herein by reference)
*10(g) Description of non-employee directors n/a
consultation fee arrangements (filed as exhibit
to Form 10-K for the year ended December 31,
1992 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(h) Rospatch Corporation Irrevocable Indemnity Trust n/a
Agreement dated August 13, 1990 (filed as
exhibit to Form 10-Q for the quarter ended June
30, 1990 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(i) First Amendment to Rospatch Corporation n/a
Irrevocable Indemnity Trust Agreement (filed as
exhibit to Form 10-K for the year ended December
31, 1991 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(j) Form of Indemnity Agreement entered into between n/a
the registrant and certain persons, together
with a list of such persons (filed as exhibit to
Form 10-K for the year ended December 31, 1994
(Commission File No. 0-13805) and incorporated
herein by reference)
17 of 20
<PAGE>
<PAGE> 18
EXHIBIT INDEX
Page in
Sequentially
Exhibit Numbered
Number Description Copy
- -------- ------------------------------------------------ ------------
*10(k) Employment Agreement dated April 20, 1990 with n/a
Joseph J. Miglore (filed as exhibit to Form 10-K
for the year ended December 31, 1990 (Commission
File No.0-13805) and incorporated herein by reference)
*10(l) Addendum To Employment Agreement between n/a
registrant and Joseph J. Miglore (filed as
exhibit to Form 10-K for the year ended December
31, 1992 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(m) Memorandum dated January 19, 1990 to David n/a
Kraker regarding severance pay (filed as exhibit
to Form 10-K for the year ended December 31,
1990 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(n) Management Retention Agreement dated as of n/a
November 20, 1992 between the registrant and
Joseph J. Miglore (filed as exhibit to Form 10-K for
the year ended December 31, 1992 (Commission File
No. 0-13805) and incorporated herein by reference)
*10(o) Form of Management Retention Agreement dated as n/a
of November 20, 1992 between the registrant and
certain persons, together with a list of such
persons (filed as exhibit to Form 10-K for the
year ended December 31, 1992 (Commission File
No. 0-13805) and incorporated herein by reference)
*10(p) Management Retention Agreement dated June 7, n/a
1993 between the registrant and Charles R. Foley
(filed as exhibit to Form 10-K for the year
ended December 31, 1993 (Commission File No.
0-13805) and incorporated herein by reference)
*10(q) Variable Life Policies (Sections 1 through 3) n/a
for Joseph J. Miglore, James R. Meier, Gerald A.
Hickman, Charles R. Foley, and David N. Kraker,
dated January 21, 1994 (filed as exhibits to
Form 10-K for the year ended December 31, 1993
(Commission File No. 0-13805) and incorporated
herein by reference)
18 of 20
<PAGE>
<PAGE> 19
EXHIBIT INDEX
Page in
Sequentially
Exhibit Numbered
Number Description Copy
- -------- ------------------------------------------------ ------------
*10(r) Form of Variable Life Policy (Sections 4 through n/a
19, Rider and Endorsement) for executive officers
of the registrant, together with a list of such
officers (filed as exhibit to Form 10-K for the
year ended December 31, 1993 (Commission File No.
0-13805) and incorporated herein by reference)
*10(s) Form of Split-Dollar Life Insurance Agreement n/a
dated January 21, 1994 between the registrant
and certain persons, together with a list of
such persons (filed as exhibit to Form 10-K for
the year ended December 31, 1993 (Commission
File No. 0-13805) and incorporated herein by
reference)
*10(t) Form of Collateral Assignment Agreement dated n/a
January 21, 1994 between the registrant and
certain persons, together with a list of such
persons (filed as exhibit to Form 10-K for the
year ended December 31, 1993 (Commission File
No. 0-13805) and incorporated herein by
reference)
*10(u) Form of Severance Compensation Agreement dated n/a
January 21, 1994 between the registrant and
certain persons, together with a list of such
persons (filed as exhibit to Form 10-K for the
year ended December 31, 1993 (Commission File
No. 0-13805) and incorporated herein by reference)
*10(v) Form of License Agreement between registrant and n/a
Europe Craft Imports, Inc. (filed as exhibit to
Form 10-K for the year ended December 31, 1991
(Commission File No. 0-13805) and incorporated
herein by reference)
10(w) Settlement Agreement between Ameriwood n/a
Industries International Corporation and
American Casualty Company, dated September 1994
(filed as exhibit to Form 10-Q for the quarter
ended September 30, 1994 (Commission File No.
0-13805) and incorporated herein by reference)
19 of 20
<PAGE>
<PAGE> 20
EXHIBIT INDEX
Page in
Sequentially
Exhibit Numbered
Number Description Copy
- -------- ------------------------------------------------ ------------
10(x) $4,500,000 Flightline Electronics, Inc. Junior n/a
Subordinated Note, dated December 5, 1991;
Endorsement of Note; Agreement between
Ameriwood Industries International Corporation
and Flightline Electronics, Inc.; and Assignment
of Junior Subordinated Note (filed as exhibit to
Form 10-K for the year ended December 31, 1994
(Commission File No. 0-13805) and incorporated
herein by reference)
27 Financial Data Schedule
20 of 20<PAGE>
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<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 18,046,800
<ALLOWANCES> 1,261,200
<INVENTORY> 17,788,700
<CURRENT-ASSETS> 35,897,500
<PP&E> 43,214,800
<DEPRECIATION> 19,576,300
<TOTAL-ASSETS> 59,720,700
<CURRENT-LIABILITIES> 13,818,700
<BONDS> 5,000,000
<COMMON> 4,188,400
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<OTHER-SE> 35,516,700
<TOTAL-LIABILITY-AND-EQUITY> 59,720,700
<SALES> 75,524,600
<TOTAL-REVENUES> 75,524,600
<CGS> 64,726,500
<TOTAL-COSTS> 64,726,500
<OTHER-EXPENSES> 11,759,700
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<INTEREST-EXPENSE> 254,400
<INCOME-PRETAX> (1,247,500)
<INCOME-TAX> (374,200)
<INCOME-CONTINUING> (873,300)
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (873,300)
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