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) March 17, 2003
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AMCAST INDUSTRIAL CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 1-9967 31-0258080
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
7887 Washington Village Drive, Dayton, Ohio 45459
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (937) 291-7000
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Not Applicable
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On March 17, 2003, Amcast Industrial Corporation (the "Company") completed the
sale of all of the capital stock (the "Capital Stock") of its wholly-owned
subsidiary ASW International II, B.V., which owned all of the stock of Speedline
SRL ("Speedline"), to Crown Executive Aviation Limited, a United Kingdom company
(the "Purchaser"). Speedline is primarily engaged in the design, manufacture,
and sale of automotive wheels. For the Capital Stock, the Company was paid, in
cash, $1,000,000 US Dollars.
There is no material relationship between the Purchaser and the Company or any
affiliate, director, or officer of the Company or any associate or any director
or officer of the Company.
A copy of the Share Purchase Agreement, Addendum No. 1 thereto, and Addendum No.
2 thereto, are Exhibits 2.1, 2.2, and 2.3 respectively, to this Report.
Item 7. Financial Statements and Exhibits.
(a) Inapplicable
(b) Condensed Consolidated Financial Information (Unaudited) and Pro forma
Condensed Consolidated Financial Information (Unaudited)
1) Condensed consolidated balance sheet of the Company as of March 02,
2003
2) Condensed statements of consolidated operations of the Company for the
six-month period ended March 02, 2003 and pro forma condensed
statements of consolidated operations for the fiscal year ended August
31, 2002.
(c) Exhibits. The following exhibits are filed with this report
2.1 Share Purchase Agreement
2.2 Addendum No. 1
2.3 Addendum No. 2
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Amcast Industrial Corporation
Condensed Consolidated Financial Information and Pro Forma Condensed
Consolidated Financial Information
The following presents unaudited condensed financial information and unaudited
pro forma condensed financial information of the Company, as adjusted to give
effect to the sale of its wholly-owned subsidiary ASW International II, B.V.,
which owned all of the stock of Speedline (the "Divested Companies") to Crown
Executive Aviation Limited, for $1,000,000 in cash. The financial information is
presented as of the beginning of the earliest period presented for statements of
earnings purposes and as of the end of the period presented for balance sheet
purposes. The financial information for Divested Companies has been derived from
the financial statements of the Company and is intended only for presentation of
the Company's financial information and pro forma financial information. This
data is presented for illustrative purposes only and is not necessarily
indicative of the financial position or results of operations of the Company or
Divested Companies which would have occurred had the sale actually been
consummated as of such dates, nor is this information indicative of the future
financial position or results of operations of the Company or Divested
Companies.
This report on Form 8-K includes "forward-looking statements" which are subject
to change based on various factors and uncertainties that may cause actual
results to differ significantly from expectations. These factors include, among
others: general economic conditions less favorable than expected, fluctuating
demand in the automotive and housing industries, price pressures in the
Company's automotive and flow control businesses, effectiveness of production
improvement plans, inherent uncertainties in connection with international
transactions and foreign currency fluctuations, and labor availability and
relations at the company and its customers, and the impact of the war with Iraq
and homeland security measures.
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Amcast Industrial Corporation
Condensed Consolidated Balance Sheet (Unaudited)
As of March 02, 2003
($ in thousands)
(2)
(1) Estimated
Amcast Fair Value Amcast
Industrial Divested of Divested Industrial
Corporation Companies Companies Corporation
---------- ---------- ---------- ----------
ASSETS
Current Assets
Cash and cash equivalents $ 5,903 $ 1,697 $ - $ 4,206
Restricted cash 7,074 - - 7,074
Accounts receivable 69,726 27,250 - 42,476
Inventories 43,438 23,360 - 20,078
Other current assets 11,793 5,457 - 6,336
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Total current assets from continuing operations 137,934 57,764 - 80,170
Assets from discontinued operations - - 82,694 82,694
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Total Current Assets 137,934 57,764 82,694 162,864
Property, Plant, and Equipment 486,679 133,280 - 353,399
Less accumulated depreciation (255,046) (47,741) - (207,305)
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Net Property, Plant, and Equipment 231,633 85,539 - 146,094
Other Assets 22,966 8,003 - 14,963
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Total Assets $ 392,533 $ 151,306 $ 82,694 $ 323,921
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt $ 191,897 $ 10,560 $ - $ 181,337
Accounts payable 75,927 39,545 - 36,382
Accrued expenses 39,531 16,143 - 23,388
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Total current liabilities of continuing operations 307,355 66,248 - 241,107
Liabilities of discontinued operations - - 81,694 81,694
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Total Current Liabilities 307,355 66,248 81,694 322,801
Long-Term Debt (less current portion) 1,220 1,220 - -
Deferred Income Taxes 11,497 11,497 - -
Deferred Liabilities 30,744 14,226 - 16,518
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43,461 26,943 - 16,518
Shareholders' Equity
Common stock 9,317 - - 9,317
Capital in excess of stated value 72,830 - - 72,830
Accumulated other comprehensive gains (losses) (8,163) (796) - (7,367)
Retained Earnings (27,612) 58,911 1,000 (85,523)
Treasury Stock (4,655) - - (4,655)
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Total Shareholders' Equity 41,717 58,115 1,000 (15,398)
---------- ---------- ---------- ----------
Total Liabilities and Shareholders' Equity $ 392,533 $ 151,306 $ 82,694 $ 323,921
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See Notes to Condensed Consolidated Financial Statements (Unaudited)
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Amcast Industrial Corporation
Condensed Consolidated Statement Of Earnings (Unaudited)
For The Six Months Ended March 02, 2003
($ in thousands, except per share amounts)
Six Months Ended 03-02-03
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(1)
Amcast Amcast
Industrial Divested Industrial
Corporation Companies Corporation
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Net sales $ 292,153 $ 80,786 $ 211,367
Cost of sales 271,592 82,356 189,236
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Gross Profit 20,561 (1,570) 22,131
Selling, general and administrative expenses 26,708 7,345 19,363
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Operating Income (Loss) (6,147) (8,915) 2,768
Other (income) expense (291) (268) (23)
Interest expense 8,537 678 7,859
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Loss Before Income Taxes, Discontinued Operations,
and Cumulative Effect of Accounting Change (14,393) (9,325) (5,068)
Income taxes (benefit) (1,098) 793 (1,891)
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Loss From Continuing Operations $ (13,295) $ (10,118) $ (3,177)
============ ============ ============
Basic earnings (loss) per share - Continuing Operations $ (0.36)
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Diluted earnings (loss) per share - Continuing Operations $ (0.36)
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Average number of shares outstanding- Basic 8,784
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See Notes to Condensed Consolidated Financial Statements (Unaudited)
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Amcast Industrial Corporation
Pro Forma Condensed Consolidated Statement Of Earnings (Unaudited)
For The Year Ended August 31, 2002
($ in thousands, except per share amounts)
Year Ended 08-31-02
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Amcast Amcast
Industrial Divested Industrial
Corporation Companies Corporation
Historical Historical Pro Forma
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Net sales $ 576,160 $ 159,343 $ 416,817
Cost of sales 526,778 156,182 370,596
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Gross Profit 49,382 3,161 46,221
Selling, general and administrative expenses 55,516 16,406 39,110
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Operating Income (Loss) (6,134) (13,245) 7,111
Other (income) expense (768) (151) (617)
Interest expense 18,506 1,376 17,130
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Loss Before Income Taxes, Discontinued Operations,
and Cumulative Effect of Accounting Change (23,872) (14,470) (9,402)
Income taxes (benefit) (2,787) 2,203 (4,990)
------------ ------------ ------------
Loss From Continuing Operations $ (21,085) $ (16,673) $ (4,412)
============ ============ ============
Basic earnings (loss) per share - Continuing Operations $ (0.51)
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Diluted earnings (loss) per share - Continuing Operations $ (0.51)
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Average number of shares outstanding- Basic 8,604
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Notes to Condensed Consolidated Financial Statements (Unaudited)
(1) Amounts as of March 02, 2003, for consolidated Amcast Industrial
Corporation, prior to treatment of Divested Companies as discontinued
operations
(2) Amounts represent the estimated fair value of the assets and liabilities of
the Divested Companies. The asset and liability fair values were estimated
per the requirements of SFAS No. 144, "Accounting for Impairment or
Disposal of Long-Lived Assets" that requires that assets held for sale
(discontinued operations) be measured at the lower of their carrying amount
or fair value. Fair value is defined in SFAS No. 144 as the amount at which
the asset (liability) could be bought or sold in a current transaction
between willing parties.
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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: April 1, 2003 By: /S/ Francis J. Drew
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Francis J. Drew
Vice President, Finance and
Chief Financial Officer
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