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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

 

For the fiscal year ended August 31, 2003

  Commission file number 1-9967

 

AMCAST INDUSTRIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

            OHIO            


    

31-0258080


(State of Incorporation)      (I.R.S. employer identification no.)

 

7887 Washington Village Drive, Dayton, Ohio      45459

(Address of principal executive offices)      (Zip Code)

 

(937) 291-7000


(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class


 

    Name of Each Exchange on    

Which Registered


Common Shares, without par value

Preferred Share Purchase Rights

  None

 

Securities registered pursuant to Section 12(g) of the Act:

 

Common Shares, without par value

Preferred Share Purchase Rights

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 and 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.    Yes  x        No  ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in the definitive proxy or in information statements incorporated by reference in Part III of this Form 10K or any amendment to this Form 10-K.    x

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

 

Aggregate market value of common shares, no par value, held by non-affiliates of the registrant (assuming only for the purposes of this computation that directors and officers may be affiliates) as of March 2, 2003—$12,967,626.

 

Number of common shares outstanding, no par value, as of September 28, 2003—9,264,234 shares.

 

Documents Incorporated by Reference

 

Part III—Portions of Proxy Statement for the Annual Meeting of Shareholders to be held on December 17, 2003, definitive copies of which will be filed with the Commission within 120 days of the Company’s fiscal year end.


Table of Contents

AMCAST INDUSTRIAL CORPORATION

 

TABLE OF CONTENTS

 

          Page

Item 1.   

Business

   3
Item 2.   

Properties

   7
Item 3.   

Legal Proceedings

   8
Item 4.   

Submission of Matters to a Vote of Security Holders

   8
    

Executive Officers of Registrant

   9
Item 5.   

Market for Registrant’s Common Equity and Related Stockholder Matters

   10
Item 6.   

Selected Financial Data

   11
Item 7.   

Management’s Discussion and Analysis of Financial Condition and Results of Operation

   11
Item 7A.   

Quantitative and Qualitative Disclosures About Market Risk

   20
Item 8.   

Financial Statements and Supplementary Data

   21
Item 9.   

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

   45
Item 10.   

Directors and Executive Officers of the Registrant

   45
Item 11.   

Executive Compensation

   45
Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters    45
Item 13.   

Certain Relationships and Related Transactions

   46
Item 14.   

Controls and Procedures

   46
Item 15.   

Principal Accounting Fees and Services

   46
Item 16.   

Exhibits, Financial Statement Schedules and Reports on Form 8-K

   46

 

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PART I

 

ITEM 1—BUSINESS

 

Amcast Industrial Corporation, an Ohio corporation incorporated in 1869, and its subsidiaries (called collectively Amcast or the Company) are engaged in the business of manufacturing technology-intensive metal products in a variety of shapes, sizes, and metals for sale to end users, distributor and wholesaler organizations, and original equipment manufacturers and suppliers. The Company serves three major sectors of the economy: automotive, construction, and industrial. Manufacturing facilities are located in the United States of America, primarily in the Midwest.

 

The Company operates in two business segments – (1) Flow Control Products, a leading supplier of copper and brass fittings for the industrial, commercial, and residential construction markets, and (2) Engineered Components, a leading supplier of aluminum wheels and aluminum components for automotive original equipment manufacturers. Information concerning the net sales, operating profit, and identifiable assets of each segment and sales by product category for years 2001 through 2003 appears under “Business Segments” in the Notes to Consolidated Financial Statements.

 

STRATEGIC ACQUISITIONS AND DIVESTITURES

 

During 2003, the Company sold all the capital stock of its wholly-owned subsidiary, ASW International II, B.V., which owned all of the stock of Speedline S.r.l. (Speedline), to Crown Executive Aviation Limited, a private company organized under the laws of the United Kingdom. Principal products manufactured by Speedline, which was originally purchased by the Company in 1997, include aluminum wheels for passenger cars and trucks, as well as aluminum and magnesium racing wheels, aftermarket wheels, modular wheels, and hubcaps. Unless otherwise indicated, all financial information included in this Report presents the results of Speedline as a discontinued operation.

 

During 2001, the Company purchased the remaining 40% share in Casting Technology Company (CTC), from Izumi Industries, LTD, bringing Amcast’s total ownership to 100%. The acquisition of the Izumi partnership interest in CTC enabled the Company to continue to use proprietary squeeze casting technology in the production of aluminum vehicle suspension components.

 

FLOW CONTROL PRODUCTS

 

The Flow Control Products segment (Flow Control) includes the businesses of Elkhart Plumbing (Elkhart), Elkhart Industrial (Geneva), Lee Brass Company (Lee Brass), and Amcast Industrial Ltd. Elkhart produces a complete line of wrot copper fittings for use in residential, commercial, and industrial construction and markets brass pipe fittings and cast and fabricated metal products for sale to original equipment manufacturers in the transportation, construction, air conditioning and refrigeration industries. Geneva fabricates custom copper and aluminum tubular parts. Lee Brass manufactures cast brass products for residential, commercial, industrial, and marine plumbing systems as well as specific cast brass components unique to the application of original equipment manufacturers. Amcast Industrial Ltd. is the Canadian marketing channel for the Company’s Flow Control segment manufacturing units.

 

The Flow Control Products segment is one of three major suppliers of copper fittings to the North American industrial, commercial, and residential plumbing markets as well as a leading supplier of copper and brass fittings for the industrial, commercial, and residential construction markets. Products are sold through wholesalers, distributors, retail hardware stores and home centers, and to original equipment manufacturers and replacement parts distributors in the air conditioning and commercial refrigeration business. Shipments are primarily made by common carrier from Company locations directly to customers. The Company’s prime competitors in the plumbing markets are Mueller Industries, Inc., a publicly-owned company listed on the New York Stock

 

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Exchange, and NIBCO Inc., a privately-held company headquartered in Elkhart, Indiana. The competition in the construction market is comprised of a number of manufacturers of parts for air conditioning, refrigeration, and plumbing systems. The Company believes that competition is based on a number of factors including service levels, pricing, breadth of product offering, product quality, delivery, and value. Some of the Company’s competitors may have significantly greater financial resources than the Company.

 

The majority of the Flow Control Products segment’s business is based on customer purchase orders for their current product requirements. Such orders are filled from inventory positions maintained in the regional warehouse distribution network. In certain situations, longer-term supply arrangements are in place with major customers. Such arrangements are of the type that stipulate a certain percentage of the customer’s requirements to be delivered at a specific price over a set period of time. Such arrangements are beneficial to the Company in that they provide firm forecasts of demand that allow for efficient use of equipment and manpower.

 

See Properties at Item 2 of this report for information on the Company’s facilities that operate in this segment.

 

ENGINEERED COMPONENTS

 

The Engineered Components segment produces cast metal products for sale to global original equipment manufacturers and tier-one suppliers in the automotive industry. The Company’s manufacturing processes involve the melting of raw materials for casting into metal products having the configuration, flexibility, strength, weight, and finish required for the customers’ end use. Products manufactured by this segment include aluminum castings for suspension, air conditioning, brake systems, and cast aluminum wheels for use on automobiles and light trucks. Delivery is mostly by common carrier from Amcast locations directly to customers.

 

The Engineered Components segment is not solely dependent on a single customer; however, substantially all of the Engineered Components business is directly or indirectly dependent on the automobile manufacturing industry. Only one customer, the General Motors Corporation (GM), accounted for greater than 10% of the Company’s sales. Sales to various divisions of GM were $146.2 million, $142.4 million, and $117.9 million for 2003, 2002, and 2001, respectively.

 

Competition in the automotive components industry is global with numerous competitors. There are approximately 25 competitors in the aluminum automotive component business serving the North American market. Principal competitors include Alcoa; Hayes Lemmerz International, Inc.; Intermet Corporation; Stahl Specialty Company, a subsidiary of the Budd Co.; and Citation Corporation, some of which have significantly greater financial resources than the Company. The basis of competition is generally design and engineering capability, manufacturing and process capability, price, product quality, and delivery.

 

There are approximately 18 producers of aluminum wheels that service the North American market. The largest of these are Superior Industries International, Inc. and Hayes Lemmerz International, Inc. The next tier of suppliers includes the Company, Alcoa, and Enkei America Inc. Some of the Company’s competitors in the aluminum wheel business have significantly greater financial resources than the Company.

 

The Company operates on a “blanket” order basis and generally supplies all of the customers’ annual requirements for a particular part. Customers issue production releases and shipping schedules each month against their blanket orders depending on their current needs. As a result, order backlog varies from month to month and is not considered firm beyond a 30-day period.

 

See Properties at Item 2 of this report for information on the Company’s facilities that operate in this segment.

 

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GENERAL INFORMATION

 

Domestic export sales were $70.2 million, $38.6 million, and $20.1 million in 2003, 2002, and 2001, respectively.

 

Aluminum, copper, and brass, which are essential raw materials to the business, are commodity-based metals purchased from local sources of supply. Supplier selection is based upon quality, delivery, reliability, price, and terms. Availability of these materials is judged to be adequate. The Company does not anticipate any material shortage that will alter production schedules during the coming year.

 

Aluminum and copper are basic commodities traded in international markets. Changes in aluminum, copper, and brass costs are generally passed through to the customer. Changes in the cost of aluminum are currently passed through to the customer based on various formulas as is the custom in the automotive industry sector the Company serves. Copper and brass cost increases and decreases are generally passed through to the customer in the form of price changes as permitted by prevailing market conditions. The Company is unable to project whether these costs will increase or decrease in the future. The Company’s ability to pass through any increased costs to the customer in the future will be determined by, among other factors, market conditions at that time.

 

The Company owns a number of patents and patent applications relating to the design of its products. While the Company considers that in the aggregate these patents are important to its operations, it believes that the successful manufacture and sale of its products generally depend more on the Company’s technological know-how and manufacturing skills.

 

Net capital expenditures related to compliance with federal, state, and local environmental protection regulations for fiscal 2004 and 2005 are not expected to be material. Based on current information, management does not anticipate that operating costs related to environmental protection will have a materially adverse effect on future earnings or the Company’s competitive position in the industry.

 

The Company employed approximately 2,315, 2,633, and 2,550 associates at August 31, 2003, 2002, and 2001, respectively. As of August 31, 2003, 2002, and 2001, the percentage of the Company’s workforce covered under some form of a collective bargaining unit agreement was approximately 25%, 26%, and 22%, respectively.

 

In general, sales and production in the automotive industry are cyclical and vary based on the timing of consumer purchases of vehicles and overall economic strength. Production schedules can vary significantly from quarter to quarter to meet customer demands.

 

WEBSITE ACCESS TO REPORTS

 

The Company’s internet website is www.amcast.com. The Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through the Company’s website (under News/Stock Information) as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission.

 

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Cautionary Statements Under the Private Securities Reform Act of 1995

 

Certain statements in this Report, in the Company’s press releases and in oral statements made by or with the approval of an authorized executive officer of the Company constitute “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995. These statements may, for example, state projections, forecasts, or estimates about Company performance and industry trends. The achievement of the projections, forecasts, or estimates is subject to certain risks and uncertainties. Due to circumstances beyond the Company’s control, actual results and events may differ materially from those projected, forecasted, or estimated. Factors which may cause actual results to differ materially from those contemplated by the forward-looking statement include, among others: general economic conditions less favorable than expected; fluctuating demand in the automotive and construction industries; less favorable than expected growth in sales and profit margins in the Company’s product lines; increased competitive pressures in the Company’s Engineered Components and Flow Control Products segments; effectiveness of production improvement plans; cost of raw materials; disposal of certain non-strategic assets; labor relations at the Company and its customers; the impact of homeland security measures; and the ability of the Company to satisfy obligations under, and to comply with the provisions of, its loan documents. This list of factors is not meant to be a complete list of items that may affect the accuracy of forward-looking statements, and as such all forward-looking statements should be analyzed with the understanding of their inherent uncertainty.

 

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ITEM 2—PROPERTIES

 

The following table provides certain information relating to the Company’s principal facilities.

 

FACILITY


   SQUARE
FOOTAGE


  

USE


Flow Control Products

         

Elkhart, Indiana

   222,000    Copper fittings manufacturing plant, warehouse, storage, sales, and general offices

Fayetteville, Arkansas

   108,000    Copper fittings manufacturing plant

Burlington, Ontario – Canada

   8,000    Distribution warehouse and branch sales office

Anniston, Alabama

   425,000    Brass foundry, machining, warehouse, and distribution

Geneva, Indiana

   106,000    Custom fabricated copper and aluminum tubular products manufacturing plant

Engineered Components

         

Cedarburg, Wisconsin

   149,000    High-volume aluminum alloy permanent-mold plant

Richmond, Indiana

   97,000    High-volume aluminum alloy permanent-mold plant

Wapakoneta, Ohio

   206,000    Cast and assembled aluminum suspension components plant

Franklin, Indiana

   183,000    High-volume aluminum high-pressure squeeze casting plant

Fremont, Indiana

   145,000    Cast, machined, and painted aluminum automotive wheel plant

Gas City, Indiana

   196,000    Cast, machined, and painted aluminum automotive wheel plant

Detroit, Michigan

   34,000    Automotive prototype processing and parts storage for the Fremont, Richmond, and Wapakoneta plants

Southfield, Michigan

   11,000    Automotive sales, product development, and engineering offices

Corporate

         

Dayton, Ohio

   11,000    Executive and general offices

 

The land and building in Burlington, Ontario, are leased under a five-year lease expiring in 2006. The land in Richmond and the land in Gas City, Indiana, are leased under 99-year leases, expiring in 2091. The Corporate offices are being leased for two years expiring in 2005, with an option for a five-year renewal. The Amcast Automotive offices in Southfield, Michigan, are being leased for five years expiring in the year 2004, with an option for a five-year renewal. The Amcast component and wheel plant storage building in Detroit, Michigan is leased until 2004, with an option for a three-year renewal. The Company owns all other properties.

 

The Company’s operating facilities are in good condition and are suitable for the Company’s purposes. Utilization of capacity is dependent upon customer demand. During 2003, total company-wide productive capacity utilization ranged from 69% to 84% and averaged 79% of the Company’s total capacity.

 

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ITEM 3 – LEGAL PROCEEDINGS

 

Certain legal matters are described at “Commitments and Contingencies” in the Notes to Consolidated Financial Statements.

 

A group of nine plaintiffs brought a superfund private cost recovery and contribution action against the Company and fifty-one other parties in the United States district Court for the Southern District of Ohio, Western Division, which is captioned, Cargill, Inc. et al. V. Abco construction, et al. (Case No. C-3-98-3601). The action involves the Valleycrest disposal site in Dayton, Ohio. The plaintiffs have taken the lead in investigating and remediating the site. The Company believes its responsibility with respect to this site is very limited due to the nature of the foundry sand waste it is alleged to have disposed at the site. The Company is defending this matter vigorously.

 

ITEM 4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

None

 

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EXECUTIVE OFFICERS OF REGISTRANT

 

Byron O. Pond, age 67, has been Chairman of the Board since April, 2002. From April 2002 to July 2003, Mr. Pond was Chairman of the Board and Chief Executive Officer. From February 2001 to April 2002, Mr. Pond was President and Chief Executive Officer of the Company. From 1996 to 1998, Mr. Pond served as Chairman and CEO of Arvin Industries, Inc. (a leading manufacturer of automotive emission and ride control systems) and from 1993 to 1996 as President and CEO of Arvin. He became Arvin’s President and Chief Operating Officer in 1991.

 

Joseph R. Grewe, age 55, has been President and Chief Executive Officer since July 2003. From April 2002 to July 2003, Mr. Grewe was Chief Operating Officer and a director of the Company. Mr. Grewe was Group President, Film & Fabrics from 2001 to 2002 and Divisional Vice President, Fluid Systems from 1999 to 2001, of Saint-Gobain (a diversified, multi-national group of manufacturing companies headquartered in France, active in glass, high-performance materials and construction products). From 1998 to 1999 Mr. Grewe was Executive Vice President, Commercial Business and from 1996 to 1998 Vice President, Operations of Furon Company (a designer, developer, and manufacturer of engineered polymer products).

 

Dale A. Dieckbernd, age 52, has been Vice President of Manufacturing of Flow Control since April, 2002. From 1997 to 2002, Mr. Dieckbernd was Vice President of Manufacturing for Amcast’s Elkhart Products operation.

 

Francis J. Drew, age 58, has been Vice President-Finance and Chief Financial Officer of the Company since April 2001. From 1998 to 2001, Mr. Drew was involved in middle market mergers and acquisitions as Vice President of The Charter Group in Grand Rapids, Michigan. Prior to that, he served as Vice President and CFO for Benteler Automotive Corporation’s operations in the United States.

 

Dean Meridew, age 49, has been Vice President and General Manager of the North American Wheel Division since September 1999. From September 1997 to September 1999, he was Vice President, Amcast Europe. From June 1992 to September 1997, he was Division Manager for the Company’s North American wheel operations. Prior to that, Mr. Meridew was Operations Manager and Engineering Manager within the Company’s North American wheel operations since January 1985.

 

Ronald A. Page, age 58, has been Vice President and General Manager, Automotive Components, since June 2002. Mr. Page was Plant Manager of Amcast’s Wapakoneta, Ohio facility from 2000 to 2001. From 1998 to 2000, he was President of Pacific Baja Light Metals, Inc. located in Temecula, California. From 1994 to 1998, he was General Manager of Hayes Lemmerz. From 1990 to 1994, he was Executive Vice President of Contouring Technologies, Inc.

 

Michael R. Higgins, age 57, has been Treasurer since January 1987.

 

Jeffrey A. McWilliams, age 40, has been Vice President, Administration and Secretary of the Company since August, 2003. Mr. McWilliams was Director of Taxation of the Company from November, 1996 to August, 2003. From 1991 to 1996, he was Corporate Tax Manager for American Premier Underwriters.

 

Mark D. Mishler, age 45, has been Corporate Controller since April, 1998. From April 1995 to April 1998, he was International Controller for Witco. From April 1991 to April 1995, he was a Division Controller for Siemens. Mr. Mishler is a Certified Public Accountant and is a Certified Management Accountant.

 

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PART II

 

ITEM 5 – MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

Amcast common stock is traded on the OTC Bulletin Board, ticker symbol AICO.OB. As of August 31, 2003, there were 9,241,143 of the Company’s common shares outstanding, and there were approximately 5,614 shareholders of Amcast’s common stock, including shareholders of record and the Company’s estimate of beneficial holders.

 


       Range of Stock Prices  

   Dividends
Per Share


     High

   Low

  

Fiscal 2003

                    

First Quarter

   $ 3.65    $ 1.60    $ –  

Second Quarter

     2.09      1.30      –  

Third Quarter

     1.55      0.65      –  

Fourth Quarter

     2.40      0.80      –  

Fiscal 2002

                    

First Quarter

   $ 8.42    $ 4.95    $ –  

Second Quarter

     6.49      4.75      –  

Third Quarter

     6.15      3.80      –  

Fourth Quarter

     5.29      2.40      –  

 

Certain information concerning the payment of dividends is located at “Liquidity and Capital Resources” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this Report.

 

See Item 12 for the equity compensation plan information.

 

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ITEM 6 – SELECTED DATA

($ in thousands except per share amounts)

 

Financial Data

     2003       2002       2001       2000      1999

Net sales

   $ 423,920     $ 416,817     $ 377,917     $ 433,137    $ 408,429

Operating income (loss) from continuing operations

     13,271       7,111       (21,468 )     17,699      37,091

Income (loss) from continuing operations

     (698 )     (4,411 )     (25,975 )     2,994      16,433

Income (loss) from discontinued operations

     (62,447 )     (16,674 )     (11,156 )     370      2,884

Cumulative effect of accounting change

     (46,536 )     –         –         983      –  

Net income (loss)

     (109,681 )     (21,085 )     (37,131 )     4,347      19,317

Total assets of continuing operations

     230,324       266,548       272,609       270,934      292,777

Working capital related to continuing operations (a)

     15,132       16,662       12,041       40,496      56,255

Working capital related to continuing operations (Excluding current portion of long-term debt)

     17,588       27,724       31,772       40,618      57,515

Long-term debt of continuing operations

     175,184       177,248       168,534       143,710      168,367

Total debt of continuing operations

     177,640       188,310       188,265       143,832      169,627

Per Common Share Data

                                     

Basic earnings (loss) per share

                                     

Continuing operations

   $ (0.08 )   $ (0.51 )   $ (3.06 )   $ 0.34    $ 1.80

Discontinued operations

     (6.98 )     (1.94 )     (1.32 )     0.04      0.32

Before cumulative effect of accounting change

     (7.06 )     (2.45 )     (4.38 )     0.38      2.12

Cumulative effect of accounting change

     (5.20 )     –         –         0.11      –  

Net earnings (loss)

     (12.26 )     (2.45 )     (4.38 )     0.49      2.12

Weighted average number of common shares outstanding – basic (in thousands)

     8,948       8,604       8,482       8,788      9,144

Diluted earnings (loss) per share

                                     

Continuing operations

   $ (0.08 )   $ (0.51 )   $ (3.06 )   $ 0.34    $ 1.79

Discontinued operations

     (6.98 )     (1.94 )     (1.32 )     0.04      0.31

Before cumulative effect of accounting change

     (7.06 )     (2.45 )     (4.38 )     0.38      2.10

Cumulative effect of accounting change

     (5.20 )     –         –         0.11      –  

Net earnings (loss)

     (12.26 )     (2.45 )     (4.38 )     0.49      2.10

Weighted average number of common shares outstanding – diluted (in thousands)

     8,948       8,604       8,482       8,792      9,162

Other Data

                                     

Dividends declared

   $ –       $ –       $ 0.28     $ 0.56    $ 0.56

Number of associates related to continuing operations

     2,315       2,633       2,550       2,932      3,435

(a)   Working capital is defined as current assets less current liabilities.