8-K 1 form8-k.txt DISPOSITION OF FLOW CONTROL ASSETS 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) August 2, 2004 -------------- AMCAST INDUSTRIAL CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-9967 31-0258080 ------------------------------- --------------------------- -------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation) Identification No.) 7887 Washington Village Drive, Dayton, Ohio 45459 ------------------------------------------- ----------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (937) 291-7000 ----------------------------- Not Applicable -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets On August 2, 2004, Amcast Industrial Corporation ("Amcast" or the "Company") completed the sale of most of the assets of its Flow Control segment to a U.S. subsidiary of the Dutch group Aalberts Industries N.V. (Amsterdam: AALB). The sale of the Flow Control assets includes the businesses of Elkhart Plumbing (Elkhart, Indiana and Fayetteville, Arkansas), Elkhart Industrial (Geneva, Indiana), and Amcast Industrial Ltd. (Burlington, Ontario). Elkhart Plumbing produces and markets a complete line of wrot copper fittings and markets brass pipe fittings for use in residential, commercial, and industrial construction. Elkhart Industrial fabricates custom copper and aluminum tubular parts and cast and fabricated metal products for sale to original equipment manufacturers in the transportation, construction, air conditioning and refrigeration industries. Amcast Industrial Ltd. is the Canadian marketing channel for the Flow Control segment's manufacturing units. The Company received $56.4 million for the assets sold, of which $53.8 million was used to reduce the Company's outstanding debt. There is no material relationship between the Purchaser and the Company or any affiliate, director, officer, or associate of the Company. A copy of the Purchase Agreement is Exhibit 2.1 to this Report. Item 7. Financial Statements and Exhibits. (a) Inapplicable (b) Pro forma Condensed Consolidated Financial Information (Unaudited) 1) Pro forma condensed consolidated balance sheet of the Company as of May 30, 2004 2) Pro forma condensed statements of consolidated operations for the nine-month period ended May 30, 2004, and the fiscal year ended August 31, 2003. (c) Exhibits. The following exhibits are filed with this report 2 Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession. 2.1 Asset Purchase Agreement, dated July 8, 2004, by and among Aalberts Industries U.S. Holding Corp., Elkhart Products Corporation, and Elkhart Products, Ltd. and Amcast Industrial Corporation, Elkhart Products Corporation, and Amcast Industrial Ltd. As permitted by Item 601(b)(2) of Regulation S-K, the schedules attached to the above Asset Purchase Agreement are not being filed herewith. Amcast Industrial Corporation agrees to furnish a copy of the schedules to the Commission upon request. 2.2 Exhibits to Asset Purchase Agreement, dated July 8, 2004, by and among Aalberts Industries U.S. Holding Corp., Elkhart Products Corporation, and Elkhart Products, Ltd. and Amcast Industrial Corporation, Elkhart Products Corporation, and Amcast Industrial Ltd. 2 Amcast Industrial Corporation Pro Forma Condensed Consolidated Financial Information (Unaudited) The following presents unaudited pro forma condensed financial information of the Company, as adjusted to give effect to the sale of most of the assets of its Flow Control segment (the "Divested Companies"). The financial information for Divested Companies has been derived from the financial statements of the Company. It is intended only for presentation of the Company's pro forma financial information. This data is presented for illustrative purposes only and is not necessarily indicative of the financial position or results of operations of the Company or Divested Companies had the sale actually been consummated as of such dates. This information is not indicative of the future financial position or results of operations of the Company or Divested Companies. This report on Form 8-K includes "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 which are subject to change based on various factors and uncertainties that may cause actual results to differ significantly from expectations. As such, all forward-looking statements should be analyzed with the understanding of their inherent uncertainty. 3 Amcast Industrial Corporation Pro Forma Condensed Consolidated Balance Sheet (Unaudited) As of May 30, 2004 ($ in thousands)
Amcast Amcast Industrial Divested Industrial Corporation Companies Corporation Historical Historical Pro Forma ----------- ----------- ----------- ASSETS Current Assets Cash and cash equivalents $ 7,550 $ - $ 7,550 Accounts receivable 43,843 15,133 28,710 Inventories 19,426 8,199 11,227 Other current assets 5,548 521 5,027 ----------- ----------- ----------- Total current assets from continuing operations 76,367 23,853 52,514 Assets of discontinued operations - - 54,902 ----------- ----------- ----------- Total Current Assets 76,367 23,853 107,416 Property, Plant, and Equipment 359,968 98,499 261,469 Less accumulated depreciation (233,864) (67,469) (166,395) ----------- ----------- ----------- Net Property, Plant, and Equipment 126,104 31,030 95,074 Restricted Cash 6,000 - 6,000 Other Assets 12,418 19 9,311 ----------- ----------- ----------- Total Assets $ 220,889 $ 54,902 $ 217,801 =========== =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Current portion of long-term debt $ 1,456 $ - $ 1,456 Accounts payable 26,557 6,442 20,115 Accrued expenses 21,766 4,343 17,423 ----------- ----------- ----------- Total current liabilities of continuing operations 49,779 10,785 38,994 Liabilities of discontinued operations - - 13,928 ----------- ----------- ----------- Total Current Liabilities 49,779 10,785 52,922 Long-Term Debt (less current portion) 171,208 - 171,208 Deferred Liabilities 39,996 3,143 33,765 ----------- ----------- ----------- 211,204 3,143 204,973 Shareholders' Equity Common stock 9,696 - 9,696 Capital in excess of stated value 72,933 - 72,933 Accum other comprehensive gains (losses) (34,195) - (34,195) Retained Earnings (84,041) 40,974 (84,041) Treasury Stock (4,487) - (4,487) ----------- ----------- ----------- Total Shareholders' Equity (40,094) 40,974 (40,094) ----------- ----------- ----------- Total Liabilities and Shareholders' Equity $ 220,889 $ 54,902 $ 217,801 =========== =========== ===========
4 Amcast Industrial Corporation Pro Forma Condensed Consolidated Statement Of Earnings (Unaudited) For The Nine Months Ended May 30, 2004 ($ in thousands, except per share amounts)
Amcast Amcast Industrial Divested Industrial Corporation Companies Corporation Historical Historical Pro Forma ------------ ------------ ------------ Net sales $ 318,747 $ 88,742 $ 230,005 Cost of sales 280,447 72,687 207,760 ------------ ------------ ------------ Gross Profit 38,300 16,055 22,245 Selling, general and administrative expenses 25,468 10,280 15,188 ------------ ------------ ------------ Operating Income 12,832 5,775 7,057 Other (income) expense (32) 1 (33) Interest expense 11,240 2,987 8,253 ------------ ------------ ------------ Income (Loss) Before Income Taxes, Discontinued Operations, and Cumulative Effect of Accounting Change 1,624 2,787 (1,163) Income taxes (benefit) (40) 20 (60) ------------ ------------ ------------ Income (Loss) From Continuing Operations $ 1,664 $ 2,767 $ (1,103) ============ ============ ============ Basic earnings (loss) per share - Continuing Operations $ (0.12) ============ Diluted earnings (loss) per share - Continuing Operations $ (0.12) ============ Average number of shares outstanding- Basic 9,288 ============ Average number of shares outstanding- Diluted 9,291 ============
5 Amcast Industrial Corporation Pro Forma Condensed Consolidated Statement Of Earnings (Unaudited) For The Year Ended August 31, 2003 ($ in thousands, except per share amounts)
Amcast Amcast Industrial Divested Industrial Corporation Companies Corporation Historical Historical Pro Forma ------------ ------------ ------------ Net sales $ 423,920 $ 96,241 $ 327,679 Cost of sales 373,329 77,157 296,172 ------------ ------------ ------------ Gross Profit 50,591 19,084 31,507 Selling, general and administrative expenses 37,320 14,765 22,555 ------------ ------------ ------------ Operating Income 13,271 4,319 8,952 Other (income) expense (691) 20 (711) Interest expense 15,142 3,997 11,145 ------------ ------------ ------------ Income (Loss) Before Income Taxes, Discontinued Operations, and Cumulative Effect of Accounting Change (1,180) 302 (1,482) Income taxes (benefit) (482) 180 (662) ------------ ------------ ------------ Income (Loss) From Continuing Operations $ (698) $ 122 $ (820) ============ ============ ============ Basic earnings (loss) per share - Continuing Operations $ (0.09) ============ Diluted earnings (loss) per share - Continuing Operations $ (0.09) ============ Average number of shares outstanding- Basic 8,948 ============ Average number of shares outstanding- Diluted 8,948 ============
Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited) Variance of $3,088 between total assets of Amcast Industrial Corporation Historical and Amcast Industrial Corporation Pro Forma balance sheets is due to the Divested Companies share of long-term deferred taxes. The Divested Companies share of Amcast's long-term deferred taxes are recorded in deferred liabilities on the Divested Companies balance sheet, however this amount is part of a total deferred tax asset, recorded in other assets, on the Amcast Industrial Corporation Historical balance sheet. 6 S I G N A T U R E S Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMCAST INDUSTRIAL CORPORATION Date: August 13, 2004 By: /s/ Francis J. Drew --------------- ----------------------------- Francis J. Drew Vice President, Finance and Chief Financial Officer