UNITED STATES
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 SEPTEMBER 30, 2005.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934. FOR THE TRANSITION PERIOD FROM ____ TO ____.
Commission file number 333-28751
NEENAH FOUNDRY COMPANY
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1580331
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
2121 BROOKS AVENUE, P.O. BOX 729, NEENAH, WISCONSIN 54957
(Address of principal executive offices) (Zip Code)
(920) 725-7000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to section 12(g) of the Act: NONE
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 [ ]
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 definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K 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]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity,
as of the last business day of the registrant's most recently completed second
fiscal quarter. The aggregate market value of the common equity of Neenah
Foundry Company held by non-affiliates as of March 31, 2005 was zero. All of the
common stock of Neenah Foundry Company is held by NFC Castings, Inc., a wholly
owned subsidiary of ACP Holding Company.
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [X] No [ ]
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Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date. On December 23, 2005, Neenah
Foundry Company had 1,000 shares of Common Stock, par value $100 per share,
outstanding, all of which were owned by NFC Castings, Inc., a wholly owned
subsidiary of ACP Holding Company.
Documents Incorporated by Reference
None.
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PART I
Item 1. BUSINESS
Unless otherwise stated in this document or unless the context otherwise
requires, references herein to the "Company", "we", "our", "ours", and "us",
include Neenah Foundry Company ("Neenah") and its wholly owned subsidiaries,
namely- Deeter Foundry, Inc. ("Deeter"), Mercer Forge Corporation ("Mercer"),
Dalton Corporation ("Dalton"), Advanced Cast Products, Inc. ("Advanced Cast
Products"), Gregg Industries, Inc. ("Gregg"), Neenah Transport, Inc.
("Transport") and Cast Alloys, Inc. ("Cast Alloys"), which is inactive, and
their respective subsidiaries. Neenah, a Wisconsin corporation, is a wholly
owned subsidiary of NFC Castings, Inc. ("NFC"), a Delaware corporation, which is
a wholly owned subsidiary of ACP Holding Company ("ACP"), a Delaware
corporation.
Overview
The Company manufactures and markets a wide range of iron castings and
forgings for the heavy municipal market and selected segments of the industrial
markets. Neenah began business in 1872 and has built a strong reputation for
producing quality iron castings. Neenah is one of the largest manufacturers of
heavy municipal iron castings in the United States. Neenah's broad range of
heavy municipal iron castings includes manhole covers and frames, storm sewer
frames and grates, heavy duty airport castings, specialized trench drain
castings, specialty flood control castings and ornamental tree grates. Neenah
sells these municipal castings throughout the United States to state and local
government entities, utility companies, precast concrete manhole structure
producers and contractors for both new construction and infrastructure
replacement. In addition, Neenah is also a leading manufacturer of a wide range
of complex industrial castings, including castings for the transportation
industry, a broad range of castings for the farm equipment industry, and
specific components for compressors used in heating, ventilation and air
conditioning (HVAC) systems.
Background
On April 30, 1997, pursuant to an Agreement and Plan of Reorganization with
NC Merger Company and NFC, Neenah Corporation (the predecessor company) was
acquired by NFC, a holding company and a wholly owned subsidiary of ACP. Prior
to July 1, 1997, Neenah Foundry Company was one of three wholly owned
subsidiaries of Neenah Corporation, a holding company with no significant assets
or operations other than its holdings in the common stock of its three wholly
owned subsidiaries. The other two wholly owned subsidiaries were Neenah
Transport, Inc. and Hartley Controls Corporation, an entity that was later sold.
On July 1, 1997, Neenah Foundry Company merged with and into Neenah Corporation
and the surviving company changed its name to Neenah Foundry Company.
On March 30, 1998, Neenah acquired all the capital stock of Deeter for
$24.3 million. Since 1945, Deeter has been producing gray iron castings for the
heavy municipal market. The municipal casting product line of Deeter includes
manhole frames and covers, storm sewer inlet frames, grates and curbs, trench
grating and tree grates. Deeter also produces a wide variety of special
application construction castings. These products are utilized in waste
treatment plants, airports, telephone and electrical construction projects.
On April 3, 1998, Neenah acquired all the capital stock of Mercer for $47.0
million in cash. Founded in 1954, Mercer produces complex-shaped forged
components for use in transportation, railroad, mining and heavy industrial
applications. Mercer is also a producer of microalloy forgings.
On September 8, 1998, Neenah acquired all the capital stock of Dalton for
$102.0 million in cash. Dalton manufactures and sells gray iron castings for
refrigeration systems, air conditioners, heavy equipment, engines, gear boxes,
stationary transmissions, heavy duty truck transmissions and other automotive
parts.
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On September 8, 1998, the capital stock of Advanced Cast Products, an
entity held by ACP prior to the time ACP acquired its interest in NFC, was
contributed to Neenah by ACP. Advanced Cast Products is an independent
manufacturer of ductile iron castings. Advanced Cast Products' production
capabilities also include a range of finishing operations including austempering
and machining. Advanced Cast Products sells its products primarily to companies
in the heavy truck, construction equipment, railroad, mining and automotive
industries.
On December 31, 1998, Neenah purchased Cast Alloys, a manufacturer of
investment-cast titanium and stainless steel golf clubheads, for $40.1 million
in cash. Neenah discontinued the operations of Cast Alloys in January 2002.
On November 30, 1999, Neenah purchased Gregg, a manufacturer of gray and
ductile iron castings, for $22.9 million in cash.
On October 2, 2000, Neenah sold all of the issued and outstanding shares of
common stock of Hartley Controls Corporation.
On August 8, 2002, Neenah sold substantially all of the assets of Peerless
Corporation.
On December 27, 2002, Neenah sold substantially all of the assets of
Belcher Corporation.
Bankruptcy Proceedings
Beginning in 2000, several trends converged to create an extremely
difficult operating environment for the Company. First, there were dramatic
cyclical declines in some of Neenah's most important markets including trucks,
railroad, construction and agriculture equipment. Second, there was a major
inventory adjustment by manufacturers in the residential segment of the HVAC
equipment industry, resulting in fewer orders for Dalton's HVAC castings. Third,
domestic foundries had been suffering from underutilized capacity, significantly
increased foreign competition, continued price reduction pressure from customers
and other competitors, and increased costs associated with heightened safety and
environmental regulations. These factors caused and to some extent continue to
cause a substantial number of foundries to cease operations or file for
bankruptcy protection.
Beginning in May 2000, the Company took aggressive steps to offset the
impact of the decline in sales and earnings and improve cash flow in the
difficult market environment: William Barrett was appointed as the new chief
executive officer of NFC; Hartley Controls was sold in September 2000 for $5.0
million in total proceeds; other excess assets were sold for $5.3 million in
late 2001; the operations of Cast Alloys, Inc. were discontinued in January
2002; substantially all of the assets of Advanced Cast Product's subsidiary
Peerless Corporation were sold for $0.3 million in August 2002; and the assets
of Belcher Corporation, a subsidiary of Advanced Cast Products, were sold for
$4.0 million in December 2002. Furthermore, management also implemented a
significant reduction in the number of employees, a significant reduction in
capital expenditures and selected price increases. In January 2003, the Company
engaged Houlihan Lokey Howard & Zukin Capital to assist in the formulation and
evaluation of various options for a restructuring, reorganization, or other
strategic alternatives.
Despite these steps, the credit rating agencies began to downgrade our
outstanding debt obligations in early 2000. Our 11 1/8% Notes became highly
illiquid and traded infrequently. According to data obtained from Telerate, the
price of the notes fell from a trailing 12 month high of $57.50 in June 2002 to
a trailing 12 month low of $30.00 in late December 2002. The trailing six month
average price as of June 23, 2003 was approximately $38.60. As of May 2003,
Neenah was not in compliance with the March 31, 2003 EBITDA covenant of its old
credit facility and lacked sufficient liquidity to make the then-due interest
payment on the 11 1/8% Notes and maintain the liquidity covenants under the old
credit facility.
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On May 1, 2003, we launched both an exchange offer for the 11 1/8% Notes
and the pre-petition solicitation of acceptances of the plan of reorganization
in accordance with section 1126(b) of the Bankruptcy Code. The exchange offer,
which was to be completed outside of Bankruptcy Court, did not result in the
requisite percentage of 11 1/8% Notes tendered and both the exchange offer and
the solicitation of acceptances for the May 1, 2003 plan of reorganization were
allowed to expire.
On July 1, 2003, we launched a pre-petition solicitation of acceptances
with respect to an alternative joint plan of reorganization that was ultimately
approved. Having received sufficient votes to approve the plan of
reorganization, Neenah together with ACP, NFC and all of our wholly-owned
domestic subsidiaries filed voluntary petitions for relief under Chapter 11 of
the United States Bankruptcy Code, as amended, with the United States Bankruptcy
Court for the District of Delaware on August 5, 2003. On that same date we
submitted to the Bankruptcy Court our Amended Prepackaged Joint Plan of
Reorganization, which we refer to as the Plan of Reorganization, and the
Disclosure Statement that we used to solicit votes for that plan.
At the time of the Chapter 11 bankruptcy filing, we had approximately $157
million of existing senior debt under our old credit facility and $282 million
of principal and accrued and unpaid interest under our 11 1/8% Notes. We
negotiated the continued use of our own cash collateral with our senior lenders,
thereby enabling us to utilize our own cash to conduct business operations
during the pendency of the Chapter 11 filing.
Pursuant to the Plan of Reorganization, we conducted a rights offering,
whereby holders of the 11 1/8% Notes were given the opportunity to provide up to
$110 million additional financing through the purchase of up to $119.996 million
face amount of 11% Senior Secured Notes (the "Notes") and warrants to acquire up
to 34.2 million shares of common stock of ACP. In case holders of the 11 1/8%
Notes failed to subscribe for the full $110.0 million, we also obtained standby
commitment agreements from MacKay Shields LLC, Exis Differential Holdings Ltd.,
Citicorp Mezzanine III, L.P., Trust Company of the West and Metropolitan Life
Insurance Company (the "Standby Purchasers) whereby these Standby Purchasers
collectively agreed to provide up to $110 million of financing for the Plan of
Reorganization by participating in the rights offering (to the extent that they
were holders of the 11 1/8% Notes) as well as purchasing any and all
unsubscribed securities not subscribed for by the other holders of 11 1/8%
Notes. Approximately 94% of the holders of the 11 1/8% Notes participated in the
rights offering and the Standby Purchasers were, therefore, only required to
fund the shortfall of approximately $6.4 million.
By order dated September 26, 2003, the Bankruptcy Court confirmed the Plan
of Reorganization and the Plan of Reorganization became effective on October 8,
2003. October 8, 2003 is hereinafter referred to as the Effective Date. The Plan
of Reorganization allowed us to emerge from bankruptcy with an improved capital
structure and, because we had arranged to continue paying our trade debt on a
timely basis during the pendency of the Chapter 11 case, at the time of
emergence, we had sufficient trade credit to continue operations in the ordinary
course of business.
The Plan of Reorganization resulted in significant changes to our capital
structure. Among other things, the Plan of Reorganization provided for the
repayment in full of our old credit facility, the cancellation of $282.0 million
in principal amount of 11 1/8% Notes, the cancellation of the PIK Note
(originally issued to Citicorp Mezzanine III, L.P. by our indirect parent
company, ACP) and the elimination of the interests of the former equity owners
of ACP. The cash proceeds necessary to consummate the Plan of Reorganization
were provided from the consummation of the New Credit Facility and the issuance
of the Notes. The claims and interests of our various creditors were satisfied
as follows:
- our old credit facility was repaid in cash;
- the PIK Note was cancelled and Citicorp Mezzanine III, L.P., the
holder of that note, received Notes with a principal amount equal to
$13.134 million, warrants to acquire 3.8 million shares of common
stock of ACP and cash in the amount of $45,400;
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- our outstanding 11 1/8% Notes were cancelled and each holder of 11
1/8% Notes received its pro rata share of (i) $30.0 million in cash,
(ii) $100.0 million in aggregate principal amount of new 13% Senior
Subordinated Notes due 2013 of the Company, (iii) 38 million shares of
common stock of ACP and (iv) rights to acquire for $110 million in
cash in the aggregate, units for up to $119.996 million face amount of
Notes and warrants to acquire up to 34.2 million shares of common
stock of ACP;
- the following debt and equity instruments were cancelled without
further consideration: 12% senior subordinated notes issued by ACP,
12% senior subordinated notes issued by NFC and all equity interests
of ACP; and
- the following claims and equity interests passed through our Chapter
11 bankruptcy proceedings unimpaired: all tax claims, intercompany
debt, other secured debt and general unsecured debt and the equity
interests of ACP in NFC, equity interests of NFC in Neenah and equity
interests of Neenah in its direct and indirect subsidiaries.
Exploration of Potential Sale Transaction
On July 29, 2005, Neenah and ACP announced that Citigroup Global Markets
Inc. had been engaged to assist in exploring the potential sale or merger of
Neenah or ACP or a significant portion of their assets or capital stock. On
November 29, 2005, Neenah announced that its board of directors, which is also
the board of directors of ACP, had unanimously voted to end the sale or merger
process and turn the Company's focus to successfully implementing the Company's
business plan. The Company's business plan recognizes a consolidating market and
is intended to position the Company for growth by expanding its revenues and
further penetrating existing markets that are already being served. It also
involves exploring other strategic alternatives that would have the effect of
reducing costs and expanding capacity in selected markets.
BUSINESS SEGMENTS - OVERVIEW
We have two reportable segments, Castings and Forgings. The Castings
segment manufactures and sells iron castings for the municipal and industrial
markets, while the Forgings segment manufactures and sells forged components for
the industrial market. The segments were determined based upon the production
process utilized and the type of product manufactured.
Financial information about our reportable segments and geographic areas is
contained in Note 10 in the Notes to Consolidated Financial Statements.
CASTINGS SEGMENT
We are a leading producer of iron castings for use in heavy municipal and
industrial applications. This segment sells directly to tier-one suppliers, as
well as to other industrial end users.
Products, Customers and Markets
The castings segment provides a variety of products to both the heavy
municipal and industrial markets. Sales to the heavy municipal market are
comprised of storm and sanitary sewer castings, manhole covers and frames and
storm sewer frames and grates. Sales also include heavy airport castings,
specialized trench drain castings, specialty flood control castings and
ornamental tree grates. Customers for these products include state and local
government entities, utility companies, precast concrete structure producers and
contractors. Sales to the industrial market are comprised of differential
carriers, transmission, gear and axle housings, yokes, planting and harvesting
equipment parts and compressor components. Markets for these products include
medium and heavy-duty truck, farm equipment and HVAC manufacturers.
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Heavy Municipal
Our broad heavy municipal product line consists of two general categories
of castings, "standard" and "specialty" castings. Standard castings principally
consist of storm and sanitary sewer castings that are consistent with
pre-existing dimensional and strength specifications established by local
authorities. Standard castings are generally higher volume items that are
routinely used in new construction and infrastructure replacement. Specialty
castings are generally lower volume products which include heavy-duty airport
castings, trench drain castings, flood control castings, special manhole and
inlet castings and ornamental tree grates. These specialty items are frequently
selected and/or specified from our municipal product catalog and tree grate
catalog, which together encompass over 4,400 standard and specialty patterns.
For many of these specialty products, we believe that we are the only
manufacturer with existing patterns to produce such a particular casting,
although a competing manufacturer could elect to make the investment in patterns
or equipment necessary to produce a similar casting. We hold a number of patents
and trademarks related to our heavy municipal product line.
We sell our municipal castings to state and local government entities,
utility companies, pre-cast concrete manhole structure producers and contractors
for both new construction and infrastructure replacement. Our active municipal
customers generally make purchase decisions based on a number of criteria,
including acceptability of the product per local specification, quality,
service, price and the customer's relationship with the foundry.
During the 70 years that we have manufactured municipal products, we have
emphasized servicing specific marketing needs and believe that we have built a
strong reputation for customer service. We believe that we are one of the
leaders in U.S. heavy municipal casting production and that we have strong name
recognition. We have one of the largest sales and marketing force of any foundry
serving the heavy municipal market. Our dedicated sales force works out of
regional sales offices to market municipal castings to contractors and state and
local governmental entities throughout the United States. We operate a number of
regional distribution and sales centers throughout the United States. We believe
that this regional approach enhances our knowledge of local specifications and
our position in the heavy municipal market.
Industrial
Industrial castings have increased in complexity and are generally produced
in higher numbers than municipal castings. Complexity in the industrial market
is determined by the intricacy of a casting's shape, the thinness of its walls
and the amount of processing by a customer required before a part is suitable
for use. OEMs and their first tier suppliers have been demanding higher
complexity parts principally to reduce labor costs in their own production
processes by using fewer parts to manufacture the same finished product or
assembly and by using parts that require less preparation before being
considered a finished product.
We primarily sell our industrial castings to a limited number of customers
with whom we have established close working relationships. These customers base
their purchasing decisions on, among other things, our technical ability, price,
service, quality assurance systems, facility capabilities and reputation. Our
assistance in product engineering plays an important role in winning bids for
industrial castings. For the average industrial casting, 12 to 18 months
typically elapse between the design phase and full production. The product life
cycle of a typical industrial casting is quite long. Although the patterns for
industrial castings are owned by the customer and not the foundry, as is the
case with the patterns for municipal castings, industrial patterns are not
readily transferable to other foundries without, in most cases, significant
additional investment. Foundries, including our company, generally do not design
industrial castings. Nevertheless, a close working relationship between the
foundry and the customer during a product launch is critical to reduce potential
production problems and minimize the customer's risk of incurring lost sales or
damage to its reputation due to a delayed launch. Involvement by a foundry early
in the design process generally increases the likelihood that the customer will
design a casting within the manufacturing capabilities of such foundry and also
improves the likelihood that such foundry will be awarded the casting for full
production.
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We estimate that we have historically retained approximately 90% of the
castings that we have been awarded throughout the product life cycle, which is
typical for the industry. We believe industrial customers will continue to seek
out a foundry with a strong reputation for performance that is capable of
providing a cost-effective combination of manufacturing technology and quality.
Our strategy is to augment our relationships with existing customers by
participating in the development and production of more complex industrial
castings, while seeking out selected new customers who would value our
performance reputation, technical ability and high level of quality and service.
We employ a dedicated industrial casting sales force at all of our
subsidiary locations, with the exception of Deeter. Our sales force supports
ongoing customer relationships, as well as working with customers' engineers and
procurement representatives and our engineers, manufacturing management and
quality assurance representatives throughout all stages of the production
process to ensure that the final product consistently meets or exceeds the
specifications of our customers. This team approach, consisting of sales,
marketing, manufacturing, engineering and quality assurance efforts is an
integral part of our marketing strategy.
Manufacturing Process
Our foundries manufacture gray and ductile iron and cast it into intricate
shapes according to customer metallurgical and dimensional specifications. We
continually invest in the improvement of process controls and product
performance and believe that these investments and our significant experience in
the industry have made us one of the most efficient manufacturers of industrial
and heavy municipal casting products.
The casting process involves using metal, wood or urethane patterns to make
an impression of a desired shape in a mold made primarily of sand. Cores, also
made primarily of sand, are used to make the internal cavities and openings in a
casting. Once the casting impression is made in the mold, the cores are set into
the mold and the mold is closed. Molten metal is then poured into the mold,
which fills the mold cavity and takes on the shape of the desired casting. Once
the iron has solidified and cooled, the mold sand is separated from the casting
and the sand is recycled. The selection of the appropriate casting method,
pattern, core-making equipment and sand, and other raw materials depends on the
final product and its complexity, specifications and function as well as the
intended production volumes. Because the casting process involves many critical
variables, such as choice of raw materials, design and production of tooling,
iron chemistry and metallurgy and core and molding sand properties, it is
important to monitor the process parameters closely to ensure dimensional
precision and metallurgical consistency. We continually seek out ways to expand
the capabilities of existing technology to improve our manufacturing processes.
We also achieve productivity gains by improving upon the individual steps
of the casting process such as reducing the amount of time required to make a
pattern change or to produce a different casting product. Such time reductions
enable us to produce castings in medium volume quantities on high volume,
cost-effective molding equipment. Additionally, our extensive effort in real
time process controls permits us to produce a consistent, dimensionally accurate
casting, which saves time and effort in the final processing stages of
production. This dimensional accuracy contributes significantly to our
manufacturing efficiency.
Continual testing and monitoring of the manufacturing process is important
to maintain product quality. We, therefore, have adopted sophisticated quality
assurance techniques and policies for our manufacturing operations. During and
after the casting process, we perform numerous tests, including tensile,
proof-load, radiography, ultrasonic, magnetic particle and chemical analysis. We
utilize statistical process controls to measure and control significant process
variables and casting dimensions. We document the results of this testing in
metallurgical certifications that are sometimes included with each shipment to
our industrial customers. We strive to maintain systems that provide for
continual improvement of operations and personnel, emphasize defect prevention,
safety and reduce variation and waste in all areas.
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Raw Materials
The primary raw materials used to manufacture ductile and gray iron
castings are steel scrap, pig iron, metallurgical coke and silica sand. While
there are multiple suppliers for each of these commodities, we have generally
elected to maintain single-source arrangements with our suppliers for most of
these major raw materials except pig iron. Due to long standing relationships
with each of our suppliers, we believe that we will continue to be able to
secure the proper amount and type of raw materials at competitive prices.
Although the prices of the raw materials used vary, fluctuations in the
price of scrap metal are the most significant to us. We have arrangements with
our industrial customers that enable us to adjust industrial casting prices to
reflect scrap price fluctuations. In periods of rapidly rising or falling scrap
prices, these adjustments will lag the current scrap price because they are
generally based on average market prices for prior periods. Such prior periods
vary by customer, but are generally no longer than three months. Castings are
sometimes sold to the heavy municipal market on a bid basis and after a bid is
won the price for the municipal casting generally cannot be adjusted for
increases in the prices of raw materials. Rapidly fluctuating scrap prices may,
however, have an adverse or positive effect on our business, financial condition
and results of operations.
Seasonality
We have historically experienced moderate cyclicality in the heavy
municipal market as sales of municipal products are influenced by, among other
things, public spending. There is generally not a large backlog of business in
the municipal market due to the nature of the market. In the industrial market,
we experience cyclicality in sales resulting from fluctuations in our markets,
including the medium and heavy-duty truck and the farm equipment markets, which
are subject to general economic trends.
We experience seasonality in our municipal business where sales tend to be
higher during the construction season, which occurs during the warmer months,
generally the third and fourth quarters of our fiscal year. We attempt to
maintain level production throughout the year in anticipation of such
seasonality and therefore do not experience significant production volume
fluctuations. We build inventory in anticipation of the construction season.
This inventory build-up has a negative impact on working capital and increases
our liquidity needs during the second quarter. We have not historically
experienced significant seasonality in industrial casting sales.
Competition
The markets for our products are highly competitive. Competition is based
mainly on price, but also on quality of product, range of capability, level of
service and reliability of delivery. We compete with numerous domestic
foundries, as well as with a number of foreign iron foundries. We also compete
with several large domestic manufacturers whose products are made with materials
other than ductile and gray iron, such as steel or aluminum. Industry
consolidation over the past 20 years has resulted in a significant reduction in
the number of foundries and a rise in the share of production by larger
foundries, some of which have significantly greater financial resources than do
we. Competition from foreign foundries has had an ongoing presence in the heavy
municipal market and continues to be a factor, primarily in the western and
eastern United States, due in part to costs associated with transportation.
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FORGINGS SEGMENT
Our forgings segment, operated by Mercer, produces complex-shaped forged
components for use in transportation, railroad, mining and heavy industrial
applications. Mercer also produces micro alloy forgings. Mercer sells directly
to original equipment manufacturers ("OEMs"), as well as to industrial end
users. Mercer's subsidiary, A&M Specialties, Inc., machines forgings and
castings for Mercer and other industrial applications. Until the mid-1980's,
Mercer produced military tank parts, but successfully converted from a defense
contractor to a commercial manufacturer. Mercer produces approximately 500
individually forged components and has developed specialized expertise in
forgings of micro alloy steel.
Products, Customers and Markets
Mercer manufactures its products to customer specification with typical
production runs of 1,000 or more units. Mercer currently operates mechanical
press lines, from 1,300 tons to 4,000 tons. Key markets for Mercer include truck
and automotive parts, railroad equipment and general industrial machinery.
Mercer's in-house sales organization sells directly to end users and OEMs.
A key element of Mercer's sales strategy is its ability to develop strong
customer relationships through responsive engineering capability, dependable
quality and just-in-time delivery performance.
Demand for forged products closely follows the general business cycles of
the various market segments and the demand level for capital goods. While there
is a more consistent base level of demand for the replacement parts portion of
the business, the strongest expansions in the forging industry coincide with the
periods of industrial segment economic growth. Mercer's largest industry
segment, the heavy truck segment, is extremely weak. Mercer's other market
segments are also showing weakness following general economic slowdowns in those
industrial areas. Management attributes this to normal industrial cycles in
these markets and adjustments to overbuilds in inventory levels as well as high
energy costs.
Manufacturing Process
Forgings and castings (together with a third process, fabrication) are the
principal commercial metal working processes. In forging, metal is pressed,
pounded or squeezed under great pressure, with or without the use of heat, into
parts that retain the metal's original grain flow, imparting high strength,
ductility and resistance properties.
Forging itself usually entails one of four principal processes: impression
die; open die; cold; and seamless rolled ring forging. Impression die forging,
commonly referred to as "closed die" forging, is the principal process employed
by Mercer, and involves bringing two or more dies containing "impressions" of
the part shape together under extreme pressure, causing the forging stock to
take the desired shape. Because the metal flow is restricted by the die, this
process can yield more complex shapes and closer tolerances than the "open die"
forging process. Impression die forging is used to produce products such as
military and off-highway track and drive train parts; automotive and truck drive
train and suspension parts; railroad engine, coupling and suspension parts;
military ordinance parts and other items where close tolerances are required.
Once a rough forging is produced, regardless of the forging process, it
must generally still be machined. This process, known as "finishing" or
"conversion," smoothes the component's exterior and mating surfaces and adds any
required specification, such as groves, threads and bolt holes. The finishing
process can contribute significantly to the value of the end product, in
particular in certain custom situations where high value specialized machining
is required. Machining can be performed either in-house by the forger, by a
machine shop which performs this process exclusively or by the end-user.
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An internal staff of engineers designs products to meet customer
specifications incorporating computer assisted design workstations for tooling
design. Because its forged products are inherently less expensive and stronger,
Mercer has been successful in replacing certain cast parts previously supplied
by third party foundries. Management believes that Mercer is an industry leader
in forging techniques using micro alloy steel which produces parts which are
lighter and stronger than those forged from conventional carbon steel.
Raw Materials
The principal raw materials used in Mercer's products are carbon and micro
alloy steel. Mercer purchases substantially all of its carbon steel from four
principal sources. While Mercer has never suffered an interruption of materials
supply, management believes that, in the event of any disruption from any
individual source, adequate alternative sources of supply are available within
the immediate vicinity.
Seasonality
Mercer has experienced moderate cyclicality in sales resulting from
fluctuations in the medium and heavy-duty truck market and the heavy industrial
market, which are subject to general economic trends.
Competition
Mercer competes primarily in a highly fragmented industry which includes
several dozen other press forgers and hammer forge shops. Hammer shops cannot
typically match press forgers for high volume, single component manufacturing or
close tolerance production. Competition in the forging industry has also
historically been determined both by product and geography, with a large number
of relatively small forgers across the country carving out their own product and
customer niches. In addition, most end users manufacture some forgings
internally, often maintaining a critical minimum level of production in-house
and contracting out the balance. The primary basis of competition in the forging
industry is price, but engineering, quality and dependability are also
important, particularly with respect to building and maintaining customer
relationships. Some of Mercer's competitors have significantly greater resources
than Mercer. There can be no assurance that Mercer will be able to maintain or
improve its competitive position in the markets in which it competes.
INTELLECTUAL PROPERTY
We have registered, and are in the process of registering, various
trademarks and service marks with the U.S. Patent and Trademark Office.
EMPLOYEES
As of September 30, 2005, we had approximately 3,000 full time employees,
of whom 2,448 were hourly employees and 552 were salaried employees. Nearly all
of the hourly employees at Neenah, Dalton, Advanced Cast Products and Mercer are
members of either the United Steelworkers of America or the Glass, Molders,
Pottery, Plastics and Allied Workers International Union. A collective
bargaining agreement is negotiated every three to five years. The current
agreements expire as follows: Neenah, December 2006; Dalton-Warsaw, April 2008;
Dalton-Kendallville, June 2007; Advanced Cast Products-Meadville, October 2010;
and Mercer, June 2008. All employees at Deeter and Gregg are non-union. We
believe that we have a good relationship with our employees.
11
ENVIRONMENTAL MATTERS
Our facilities are subject to federal, state and local laws and regulations
relating to the protection of the environment and worker health and safety,
including those relating to discharges to air, water and land, the handling and
disposal of solid and hazardous waste and the cleanup of properties affected by
hazardous substances. Such laws include the Federal Clean Air Act, the Clean
Water Act, the Resource Conservation and Recovery Act, the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), and
the Occupational Health and Safety Act. We believe that each of our operations
are currently in substantial compliance with applicable environmental laws, and
that we have no liabilities arising under such environmental laws which would
have a material adverse effect on our operations, financial condition or
competitive position. However, some risk of environmental liability and other
cost is inherent in each of our businesses. Any of our businesses might in the
future incur significant costs to meet current or more stringent compliance,
cleanup or other obligations pursuant to environmental requirements. Such costs
may include expenditures related to remediation of historical releases of
hazardous substances or clean-up of physical structures prior to
decommissioning.
Under the Federal Clean Air Act Amendments of 1990, the Environmental
Protection Agency ("EPA") is directed to establish maximum achievable control
technology ("MACT") standards for certain industrial operations that are major
sources of hazardous air pollutants ("HAPs"). The iron foundry industry will be
required to implement the MACT emission limits, control technologies or work
practices by April 2007. We estimate that the total cost for compliance with the
MACT standard will be less than $3.0 million.
The Federal Water Pollution Control Act (Clean Water Act) requires point
dischargers to obtain stormwater discharge permits. The Wisconsin Department of
Natural Resources (WDNR) was given permitting authority by the Environmental
Protection Agency (EPA) in 1974 and continues to administer this program. Neenah
has a General Permit to Discharge Stormwater Associated with Industrial Activity
and is required to discharge stormwater that complies with EPA Benchmark values
for various stormwater contaminants. $1.2 million is budgeted for fiscal 2006 to
install stormwater treatment devices needed to achieve compliance with the EPA
Benchmarks the WDNR is using for permit compliance.
12
Item 2. PROPERTIES
We maintain the following manufacturing, machining, and office facilities.
All of the facilities are owned, with the exception of Mercer's machining
facility, which is leased.
ENTITY LOCATION PURPOSE
------ -------- -------
CASTINGS SEGMENT:
Neenah Foundry Company Neenah, WI 2 manufacturing facilities
Office facility
Dalton Corporation Warsaw, IN Manufacturing and office facilities
Kendallville, IN Manufacturing facility
Stryker, OH Machining facility
Advanced Cast Products, Inc. Meadville, PA Manufacturing and office facility
Deeter Foundry, Inc. Lincoln, NE Manufacturing and office facility
Gregg Industries, Inc. El Monte, CA Manufacturing and office facility
FORGINGS SEGMENT:
Mercer Forge Corporation Mercer, PA Manufacturing and office facility
Sharon, PA Machining facility
In addition to the facilities above, Neenah operates thirteen distribution
and sales centers. Six of those properties are owned and seven are leased.
The principal equipment at the facilities consists of molding machines,
presses, machining equipment, welding, grinding and painting equipment. We
regard our plant and equipment as well maintained and adequate for its needs.
Substantially all of the Company's tangible and intangible assets are
pledged to secure the Senior Secured Notes and the Company's Credit Facility.
See Note 6 in the Notes to Consolidated Financial Statements.
Item 3. LEGAL PROCEEDINGS
See "Reorganized Company Fiscal Year Ended September 30, 2005 Compared to
the Reorganized Company Fiscal Year Ended September 30, 2004 - Settlement of
Litigation" in Item 7 of this report for information concerning the settlement
of a legal proceeding which is incorporated herein by reference.
We are involved in routine litigation incidental to our business. Such
litigation is not, in our opinion, likely to have a material adverse effect on
our financial condition or results of operations.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
quarter ended September 30, 2005.
13
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
There is no public market for our common stock. There was one holder of
record of our common stock as of December 23, 2005, NFC Castings, Inc., a wholly
owned subsidiary of ACP Holding Company
We have not paid any cash dividends on our common stock in the last two
fiscal years nor have we repurchased any equity securities in the fourth quarter
of fiscal 2005. Our Credit Facility and the indentures providing for our Senior
Secured and Senior Subordinated Notes severely restrict our ability to pay
dividends or repurchase equity. See "Liquidity and Capital Resources" in Item 7
and Note 6 in the Notes to Consolidated Financial Statements for a description
of such limitations.
14
Item 6. SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
On August 5, 2003, ACP, NFC, and the Company filed for bankruptcy
protection and emerged therefrom on October 8, 2003. Although the Plan of
Reorganization became effective on October 8, 2003, due to the immateriality of
the results of operations for the period between October 1, 2003 and the
Effective Date, for financial reporting purposes we recorded the fresh-start
adjustments necessitated by the American Institute of Certified Public
Accountants Statement of Position 90-7, "Financial Reporting by Entities in
Reorganization under the Bankruptcy Code," ("SOP 90-7") on October 1, 2003.
As a result of the gain on extinguishment of debt and adjustments to the
fair value of assets and liabilities, we recognized a $43.9 million
reorganization gain on October 1, 2003.
As a result of our emergence from Chapter 11 bankruptcy and the application
of fresh-start reporting, our consolidated financial statements for the periods
commencing on October 1, 2003 are referred to as the "Reorganized Company" and
will not be comparable with any periods prior to October 1, 2003, which are
referred to as the "Predecessor Company" (see Note 1 in the Notes to
Consolidated Financial Statements). All references to the years ended September
30, 2005 and 2004 are to the Reorganized Company. All references to the years
ended September 30, 2003, 2002 and 2001 are to the Predecessor Company.
The following table sets forth our selected historical consolidated
financial and other data as of and for the years ended September 30, 2005, 2004,
2003, 2002, and 2001 which have been derived from our historical consolidated
financial statements. The information contained in the following table should
also be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and our historical consolidated
financial statements and related notes included elsewhere in this report. All
amounts are presented in thousands.
REORGANIZED PREDECESSOR
------------------- -------------------------------------
FISCAL YEAR ENDED SEPTEMBER 30,
-----------------------------------------------------------
2005 2004 2003(3) 2002(2)(3) 2001(1)(2)(3)
-------- -------- -------- ---------- -------------
STATEMENT OF OPERATIONS DATA:
Net sales .................................. $541,772 $450,942 $375,063 $387,707 $398,782
Cost of sales .............................. 440,818 375,124 321,834 323,740 335,264
-------- -------- -------- -------- --------
Gross profit ............................... 100,954 75,818 53,229 63,967 63,518
Selling, general and administrative
expenses ................................ 34,467 27,374 26,132 28,743 27,587
Litigation settlement ...................... 6,500 -- -- -- --
Amortization expense ....................... 7,124 7,121 3,819 3,829 10,489
Provision for impairment of assets ......... -- -- -- 74 --
Other expenses (income) .................... 953 465 195 544 (434)
-------- -------- -------- -------- --------
Operating income ........................... 51,910 40,858 23,083 30,777 25,876
Interest expense, net ...................... 33,406 33,363 46,620 42,647 43,009
Reorganization expense ..................... -- -- 7,874 -- --
-------- -------- -------- -------- --------
Income (loss) from continuing operations
before income taxes ..................... 18,504 7,495 (31,411) (11,870) (17,133)
Provision (credit) for income taxes ........ 3,409 3,881 (8,541) (5,917) (4,004)
-------- -------- -------- -------- --------
Income (loss) from continuing operations ... 15,095 3,614 (22,870) (5,953) (13,129)
Loss from discontinued operations, net of
income taxes ............................ -- (359) (1,095) (41,750) (4,325)
Gain (loss) on sale of discontinued
operations, net of income taxes ......... -- -- (1,596) -- 2,404
-------- -------- -------- -------- --------
Net income (loss) .......................... $ 15,095 $ 3,255 $(25,561) $(47,703) $(15,050)
======== ======== ======== ======== ========
BALANCE SHEET DATA (AT END OF PERIOD):
Cash and cash equivalents .................. $ 3,484 $ -- $ 24,356 $ 26,164 $ 4,346
Working capital ............................ 62,937 49,918 102,866 65,050 72,140
Total assets ............................... 412,555 407,440 536,834 569,388 626,443
Total debt ................................. 271,754 283,801 439,357 451,432 434,077
Total stockholder's equity (deficit) ....... 17,353 8,784 (39,016) (12,146) 41,939
- ----------
(1) On October 2, 2000, we sold all of the issued and outstanding shares of
common stock of Hartley Controls Corporation. The results of the operations
of Hartley Controls Corporation have been reported separately as
discontinued operations for all periods presented.
(2) During the year ended September 30, 2002, we discontinued the operations of
Cast Alloys. The results of Cast Alloys have been reported separately as
discontinued operations for all periods presented.
(3) During the year ended September 30, 2003, we sold substantially all of the
assets of Belcher Corporation. The results of Belcher Corporation have been
reported separately as discontinued operations for all periods presented.
15
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain matters discussed in this Management's Discussion and Analysis of
Financial Condition and Results of Operations and other sections of this annual
report are "forward-looking statements" intended to qualify for the safe harbors
from liability established by the Private Securities Litigation Reform Act of
1995. These forward-looking statements can generally be identified as such
because the context of the statement will include words such as "believe,"
"anticipate," "expect" or words of similar import. Similarly, statements that
describe our future plans, objectives or goals are also forward-looking
statements. Such forward-looking statements are subject to certain risks and
uncertainties which are described in close proximity to such statements and
otherwise herein and which may cause actual results to differ materially from
those currently anticipated. The forward-looking statements made herein are made
only as of the date of this report and we undertake no obligation to update such
forward-looking statements to reflect subsequent events or circumstances.
Due to the Company's emergence from its Chapter 11 proceedings on October
8, 2003, the Company has implemented the "fresh start" accounting provisions of
AICPA Statement of Position 90-7, "Financial Reporting by Entities in
Reorganization under the Bankruptcy Code," ("SOP 90-7") to its financial
statements. Fresh start requires that, upon the Company's emergence, the Company
establish a "fair value" basis for the carrying value of the assets and
liabilities for the reorganized Company. Although the effective date of the Plan
of Reorganization was October 8, 2003, due to the immateriality of the results
of operations for the period between October 1, 2003 and the effective date, the
Company accounted for the consummation of the Plan of Reorganization as if it
had occurred on October 1, 2003 and implemented fresh start accounting as of
that date.
RECENT DEVELOPMENTS
Exploration of Potential Sale Transaction. On July 29, 2005, Neenah and ACP
announced that Citigroup Global Markets Inc. had been engaged to assist in
exploring the potential sale or merger of Neenah or ACP or a significant portion
of their assets or capital stock. On November 29, 2005, Neenah announced that
its board of directors, which is also the board of directors of ACP, had
unanimously voted to end the sale or merger process and turn the Company's focus
to successfully implementing the Company's business plan. The Company's business
plan recognizes a consolidating market and is intended to position the Company
for growth by expanding its revenues and further penetrating existing markets
that are already being served. It also involves exploring other strategic
alternatives that would have the effect of reducing costs and expanding capacity
in selected markets.
RESULTS OF OPERATIONS
We derive substantially all of our revenue from manufacturing and marketing
a wide range of metal castings and forgings for the heavy municipal market and
selected segments of the industrial markets. We have two reportable segments,
Castings and Forgings. The Castings segment is a leading producer of iron
castings for use in heavy municipal and industrial applications. This segment
sells directly to original equipment manufacturers, hereinafter referred to as
OEMs, as well as to industrial end users. The forgings segment, operated by
Mercer, is a producer of complex-shaped forged components for use in
transportation, railroad, mining and heavy industrial applications. Mercer is
also a producer of microalloy forgings. Mercer sells directly to OEMs, as well
as to industrial end users. Mercer's subsidiary, A&M Specialties, Inc., machines
forgings and castings for Mercer and other industrial applications.
Restructuring charges and certain other expenses, such as income taxes, general
corporate expenses and financing costs, are not allocated between our two
operating segments.
BANKRUPTCY PROCEEDINGS
On August 5, 2003, we, together with ACP and NFC filed voluntary petitions
for relief under Chapter 11 of the United States Bankruptcy Code, as amended,
with the United States Bankruptcy Court for the District of Delaware and
submitted to the Bankruptcy Court for approval the Disclosure Statement for our
Amended Prepackaged Joint Chapter 11 Plan of Reorganization, which we call the
Plan of Reorganization.
16
By order dated September 26, 2003, the Bankruptcy Court confirmed the Plan
of Reorganization and the Plan of Reorganization became effective on October 8,
2003. October 8, 2003 is hereinafter referred to as the "Effective Date". The
Plan of Reorganization allowed us to emerge from bankruptcy with an improved
capital structure. Because we had arranged to continue paying our trade debt on
a timely basis, we had sufficient trade credit to continue operations in the
ordinary course of business during the pendency of the Chapter 11 proceedings.
On the Effective Date, we entered into a new senior credit facility. See
"Liquidity and Capital Resources - Credit Facility" below for further
discussion.
The Plan of Reorganization resulted in significant changes to our capital
structure. Among other things, the Plan of Reorganization provided for the
repayment in full of our old credit facility, the cancellation of $282.0 million
in principal amount of 11 1/8% Notes, the cancellation of the PIK Note
(originally issued to Citicorp Mezzanine III, L.P. by our indirect parent
company, ACP) and the elimination of the interests of the former equity owners
of ACP. The cash proceeds necessary to consummate the Plan of Reorganization
were provided from the consummation of the New Credit Facility and the issuance
of 11% Senior Secured Notes (the "Notes"). The claims and interests of our
various creditors were satisfied as follows:
- our old credit facility was repaid in cash;
- the PIK Note was cancelled and Citicorp Mezzanine III, L.P., the
holder of that note, received Notes with a principal amount equal to
$13.134 million, warrants to acquire 3.8 million shares of common
stock of ACP and cash in the amount of $45,400;
- our outstanding 11 1/8% Notes were cancelled and each holder of 11
1/8% Notes received its pro rata share of (i) $30.0 million in cash,
(ii) $100.0 million in aggregate principal amount of new 13% Senior
Subordinated Notes due 2013 of the Company, (iii) 38 million shares of
common stock of ACP and (iv) rights to acquire for $110 million in
cash in the aggregate, units for up to $119.996 million face amount of
Notes and warrants to acquire up to 34.2 million shares of common
stock of ACP;
- the following debt and equity instruments were cancelled without
further consideration: 12% senior subordinated notes issued by ACP,
12% senior subordinated notes issued by NFC and all equity interests
of ACP; and
- the following claims and equity interests passed through our Chapter
11 bankruptcy proceedings unimpaired: all tax claims, intercompany
debt, other secured debt and general unsecured debt and the equity
interests of ACP in NFC, equity interests of NFC in Neenah and equity
interests of Neenah in its direct and indirect subsidiaries.
As a result of the Plan of Reorganization, significant changes resulted to
our capital structure. Although the Plan of Reorganization became effective on
October 8, 2003, due to the immateriality of the results of operations for the
period between October 1, 2003 and the Effective Date, for financial reporting
purposes we recorded the fresh-start adjustments necessitated by SOP 90-7 on
October 1, 2003.
Reorganization value is defined by SOP 90-7 as "the fair value of the
entity before considering liabilities and approximates the amount a willing
buyer would pay for the assets of the entity immediately after the
restructuring." Our reorganization value was $290 million and was determined
based on the consideration of many factors and by reliance on various valuation
techniques, including comparable company analysis and discounted cash flow
analyses.
As a result of our emergence from Chapter 11 bankruptcy and the application
of fresh-start reporting, our consolidated financial statements for the periods
commencing on October 1, 2003 are referred to as the "Reorganized Company" and
are not comparable with any periods prior to October 1, 2003, which are referred
to as the "Predecessor Company" (see Note 1 in the Notes to Consolidated
Financial Statements).
17
All references to years ended September 30, 2003, 2002, and 2001 are to the
Predecessor Company. All references to the periods subsequent to October 1, 2003
are to the Reorganized Company.
REORGANIZED COMPANY FISCAL YEAR ENDED SEPTEMBER 30, 2005 COMPARED TO THE
REORGANIZED COMPANY FISCAL YEAR ENDED SEPTEMBER 30, 2004
Net Sales. Net sales for the year ended September 30, 2005 were $541.8
million, which was $90.9 million or 20.2% higher than the year ended September
30, 2004. The increase was due to increased demand for industrial castings used
in the heavy duty truck market, increased shipments of municipal products,
higher pricing (including steel scrap cost recovery) on both industrial and
construction castings, and new business at all locations.
Gross Profit. Gross profit was $101.0 million for the year ended September
30, 2005, which was $25.2 million or 33.2% higher than the year ended September
30, 2004. Gross profit as a percentage of net sales increased to 18.6% during
the year ended September 30, 2005 from 16.8% for the fiscal year ended September
30, 2004. The majority of the increase in gross profit resulted from sales
volume increases and the efficiencies achieved by operating the manufacturing
plants at higher capacity.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the year ended September 30, 2005 were $34.5
million, an increase of $7.1 million from the $27.4 million for the year ended
September 30, 2004. As a percentage of net sales, selling, general and
administrative expenses increased to 6.4% for the year ended September 30, 2005
from 6.1% for the fiscal year ended September 30, 2004. The increase was due to
increased expense for incentive plans based on improved profitability, the
writeoff of a large accounts receivable balance of a customer who filed for
Chapter 11 bankruptcy protection, a decrease in the rebate received from
countervailing duties assessed on imported products, and increases in fringe
benefit costs, specifically health care. Also, legal and professional costs
increased in comparison to the prior year; however, the prior year cost level
was abnormally low due to the majority of the 2004 legal and professional fees
related to the bankruptcy reorganization, which were recorded in fresh start
accounting.
Settlement of Litigation. On November 22, 2004, Neenah entered into a
letter of intent ("LOI") with respect to a proposed management buyout of all the
outstanding stock of our wholly owned subsidiary Mercer Forge Corporation
("Mercer"). The parties to the LOI, however, were unable to agree on the terms
of a definitive agreement by the extended termination date of the LOI, which had
lapsed. The long-lived assets of Mercer were classified as held for use as of
September 30, 2004 and continue to be so classified. On January 24, 2005, JD
Holdings, LLC ("JDH"), one of the counterparties to the LOI, filed a complaint
in the United States District Court for the Southern District of New York
against Neenah alleging, among other things, that Neenah breached the terms of
the LOI by not consummating the sale of the stock of Mercer to JDH. The
complaint sought an order of specific performance of the LOI or, in the
alternative, no less than $35 million in damages and, in either case, an order
temporarily, preliminarily and permanently restraining Neenah from transferring
the stock of Mercer to any third party.
Neenah answered the complaint, denying the material allegations thereof,
and filed a counterclaim against JDH alleging breach of the LOI and seeking
damages for the costs associated with the negotiation of the potential
transaction. The parties agreed to mediate this dispute and the litigation was
stayed pending the outcome of the mediation and of follow-on settlement
discussions.
On August 5, 2005, the parties agreed to settle this matter. The settlement
provided for a $6.5 million cash payment by the Company to JDH and the exchange
of full and final releases by the parties on behalf of themselves and their
respective members, officers, directors, affiliates and shareholders. Each party
dismissed with prejudice the claims pending against the other in the Southern
District of New York. The entry into the settlement, and the consequent
avoidance of the costs and distractions of continued litigation, as well as of
the uncertainty associated with the judicial process, was deemed to be in the
best interests of the Company.
18
Amortization of Intangible Assets. Amortization of intangible assets was
$7.1 million for each of the years ended September 30, 2005 and September 30,
2004.
Other Expenses. Other expenses for the years ended September 30, 2005 and
2004 consist of losses of $1.0 million and $0.5 million, respectively, for the
disposal of long-lived assets in the ordinary course of business.
Operating Income. Operating income was $51.9 million for the year ended
September 30, 2005, an increase of $11.1 million or 27.1% from the year ended
September 30, 2004. The increase was caused by the reasons discussed above under
gross profit and was partially offset by the $6.5 million litigation settlement
and increased selling, general and administrative expenses. As a percentage of
net sales, operating income increased from 9.1% for the year ended September 30,
2004 to 9.6% for the year ended September 30, 2005.
Net Interest Expense. Net interest expense was $33.4 million for each of
the years ended September 30, 2005 and 2004.
Provision for Income Taxes. The provision for income taxes for the year
ended September 30, 2005 is lower than the amount computed by applying our
statutory rate of 35% to the income before income taxes principally due to a
change in the tax method of determining LIFO inventory and the recognition of
permanent differences due to the reorganization. The change in tax method of
determining LIFO inventory resulted in a tax benefit of $2.7 million, which
increased fiscal 2005 net income by $2.7 million.
REORGANIZED COMPANY FISCAL YEAR ENDED SEPTEMBER 30, 2004 COMPARED TO THE
PREDECESSOR COMPANY FISCAL YEAR ENDED SEPTEMBER 30, 2003
Net Sales. Net sales for the year ended September 30, 2004 were $450.9
million, which was $75.8 million or 20.2% higher than the year ended September
30, 2003. Approximately $34.8 million, which represents 46% of the total
increase in net sales, was due to the increased cost of steel scrap charged to
customers. Most of the remainder of the increase was due to significantly
increased demand for industrial castings used in the heavy duty truck market and
lesser increases in construction, agricultural and municipal products. New
business at all locations also contributed to sales growth.
Gross Profit. Gross profit was $75.8 million for the year ended September
30, 2004, which was $22.6 million or 42.4% higher than the year ended September
30, 2003. Gross profit as a percentage of net sales increased to 16.8% during
the year ended September 30, 2004 from 14.2% for the fiscal year ended September
30, 2003. The increase in gross profit resulted from sales volume increases and
the efficiencies achieved by operating the manufacturing plants at higher
capacity. This increase was partially offset by an approximately $3.3 million
increase in scrap metal costs which had not yet been recovered from customers.
These increased scrap metal costs are recovered on a delayed basis from the
Company's industrial customers and require a general price increase to recover
the costs from municipal customers.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the year ended September 30, 2004 were $27.4
million, an increase of $1.3 million from the $26.1 million for the year ended
September 30, 2003. As a percentage of net sales, selling, general and
administrative expenses decreased to 6.1% for the year ended September 30, 2004
from 7.0% for the fiscal year ended September 30, 2003. The percentage decrease
was due to relatively stable selling, general and administrative expenses spread
across a larger sales volume.
Amortization of Intangible Assets. Amortization of intangible assets for
the year ended September 30, 2004 was $7.1 million, an increase of $3.3 million
from the $3.8 million for the year ended September 30, 2003. The increase was
due to the increase in amortizable identifiable intangible assets resulting from
applying fresh start accounting as discussed in Note 1 in the Notes to
Consolidated Financial Statements.
19
Other Expenses. Other expenses for the years ended September 30, 2004 and
2003 consist of losses of $0.5 million and $0.2 million, respectively, for the
disposal of long-lived assets in the ordinary course of business.
Operating Income. Operating income was $40.9 million for the year ended
September 30, 2004, an increase of $17.8 million or 77.0% from the year ended
September 30, 2003. The increase was caused by the reasons discussed above under
gross profit and was partially offset by slightly higher selling, general and
administrative expenses. As a percentage of net sales, operating income
increased from 6.2% for the year ended September 30, 2003 to 9.1% for the year
ended September 30, 2004.
Net Interest Expense. Net interest expense decreased to $33.4 million for
the year ended September 30, 2004 from $46.6 million for the year ended
September 30, 2003. The decreased interest expense resulted from the reduction
in borrowing due to the reorganization discussed in Note 1 in the Notes to
Consolidated Financial Statements.
Reorganization Expense. We recorded $7.9 million of reorganization expenses
in 2003 which related to professional fees incurred in connection with the
restructuring of our company and our filing for Chapter 11 bankruptcy protection
as well as the write-off of debt issuance costs and premiums related to the
11 1/8% Notes.
Provision for Income Taxes. The provision for income taxes for the year
ended September 30, 2004 is higher than the amount computed by applying our
statutory rate of 35% to the income before income taxes principally due to state
income taxes and the loss of benefit on fiscal year 2004's net operating losses
due to the reorganization.
Loss from Discontinued Operations. During December 2002, we sold
substantially all of the assets of Belcher. The disposition of Belcher resulted
in a loss of $1.6 million net of income taxes, which we recognized in the year
ended September 30, 2003. In accordance with the provisions of Statement of
Financial Accounting Standards No. 144, or SFAS 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," the results of operations for
Belcher have been reported as discontinued operations in the consolidated
statements of operations for all periods presented.
20
LIQUIDITY AND CAPITAL RESOURCES
Credit Facility. On July 28, 2005, the Company amended its bank Loan and
Security Agreement (the "Credit Facility"), which was originally entered into as
of October 8, 2003 upon our emergence from bankruptcy. The following principal
changes were made to the Credit Facility: (i) the revolving loan commitment
under the Credit Facility was increased from $70 million to $92.1 million
(provided, however, that the outstanding aggregate amount of revolving loans,
letters of credit and term loans provided under the Credit Facility may not
exceed the revolving loan commitment at any time), (ii) the interest rates
applicable to revolving loans and term loans were reduced, (iii) the maturity of
the Credit Facility was extended by one year, to October 8, 2009 (iv) the
Company was provided additional flexibility to pay deferrable interest on its
outstanding 13% Senior Subordinated Notes due 2013 and to make repayments,
prepayments, redemptions and repurchases of the Senior Subordinated Notes, (v)
the Company was authorized to sell Mercer Forge Corporation and/or Gregg
Industries, Inc., subject to certain conditions, and (vi) the principal
financial covenant in the Credit Facility was revised in a manner that is more
favorable to the Company than before.
The Company's Credit Facility, as amended on July 28, 2005, consists of a
revolving credit facility of up to $92.1 million (with a $5 million sublimit
available for letters of credit and term loans in the aggregate original
principal amount of $22.1 million). The Credit Facility matures on October 8,
2009, and bears interest at rates based on the lenders' Base Rate, as defined in
the Credit Facility, or an adjusted rate based on LIBOR. Availability under the
Credit Facility is based on various advance rates against the Company's accounts
receivable and inventory. Amounts under the revolving credit facility may be
borrowed, repaid and reborrowed subject to the terms of the facility. At
September 30, 2005, the Company had approximately $30.5 million outstanding
under the revolving credit facility and approximately $16.6 million outstanding
under the term loan facility. No portion of the term loan, once repaid, may be
reborrowed.
Substantially all of the Company's wholly owned subsidiaries are
co-borrowers with the Company under the Credit Facility and are jointly and
severally liable with the Company for all obligations under the Credit Facility,
subject to customary exceptions for transactions of this type. In addition, NFC
Castings, Inc. ("NFC"), the Company's immediate parent, and the remaining wholly
owned subsidiaries of the Company jointly and severally guarantee the Company's
obligations under the Credit Facility, subject to customary exceptions for
transactions of this type. The borrowers' and guarantors' obligations under the
Credit Facility are secured by a first priority perfected security interest,
subject to customary restrictions, in substantially all of the tangible and
intangible assets of the Company and its subsidiaries. The senior secured notes
discussed below, and the guarantees in respect thereof, are equal in right of
payment to the Credit Facility, and the guarantees in respect thereof. The liens
in respect of the senior secured notes are junior to the liens securing the
Credit Facility and guarantees thereof.
Voluntary prepayments may be made at any time on the term loan borrowings
or the revolving borrowings upon customary prior notice. Prepayments on the term
loan borrowings may be made at any time without premium or penalty unless a
simultaneous reduction of the revolving loan commitment amount is being made or
if any such reduction of the revolving loan commitment amount has been made
previously. Reductions of the revolving loan commitment are subject to certain
premiums specified in the Credit Facility. Mandatory repayments are required
under certain circumstances, including a sale of assets or the issuance of debt
or equity.
The Credit Facility requires the Company to observe certain customary
conditions, affirmative covenants and negative covenants including financial
covenants. The Credit Facility also contains events of default customary for
these types of facilities, including, without limitation, payment defaults,
material misrepresentations, covenant defaults, bankruptcy and a change of
ownership of the Company, NFC or ACP Holding Company, NFC's immediate parent
company. The Company is prohibited from paying dividends and is restricted to a
maximum yearly stock repurchase of $250,000.
At September 30, 2005, the Company is in compliance with existing bank
covenants.
21
Subsequent to the end of fiscal 2005, the Company further amended the
Credit Facility to allow the $6.5 million settlement in connection with the
Mercer litigation, discussed above, to be added back in the calculation of
Adjusted EBITDA. The amendment was executed and became effective on December 9,
2005.
11% Senior Secured Notes due 2010. The Company has outstanding Senior
Secured Notes due 2010 in the principal amount of $133.1 million, with a coupon
rate of 11%. These notes were issued at a price which included a discount of
$11.7 million. The obligations under the Senior Secured Notes due 2010 are equal
in right of payment to the Credit Facility and the associated guarantees. The
liens securing the senior secured notes are junior to the liens securing the
Credit Facility and guarantees thereof. Interest on the Senior Secured Notes due
2010 is payable on a semi-annual basis. The Company's obligations under the
notes are guaranteed on a secured basis by each of its wholly owned
subsidiaries. Subject to the restrictions in the Credit Facility, the notes are
redeemable at the Company's option in whole or in part at any time on or after
September 30, 2007, with not less than 30 days nor more than 60 days notice, at
the redemption price specified in the indenture governing the notes (105.500% of
the principal amount redeemed beginning September 30, 2007, 104.125% beginning
September 30, 2008, and 102.750% beginning September 30, 2009 and thereafter),
plus accrued and unpaid interest up to the redemption date. Upon the occurrence
of a "change of control" as defined in the indenture governing the notes, the
Company may be required to make an offer to purchase the secured notes at 101%
of the outstanding principal amount thereof, plus accrued and unpaid interest up
to the purchase date. The secured notes contain customary covenants typical to
this type of financing, such as limitations on (1) indebtedness, (2) restricted
payments (among other things, currently limiting most dividends and similar
payments by Neenah and its subsidiaries to no more than approximately $14
million), (3) liens, (4) restrictions on distributions from restricted
subsidiaries, (5) sale of assets, (6) affiliate transactions, (7) mergers and
consolidations and (8) lines of business. The secured notes also contain
customary events of default typical to this type of financing, such as (1)
failure to pay principal and/or interest when due, (2) failure to observe
covenants, (3) certain events of bankruptcy, (4) the rendering of certain
judgments or (5) the loss of any guarantee.
13% Senior Subordinated Notes due 2013. The Company has outstanding Senior
Subordinated Notes due 2013 in the principal amount of $100 million, with a
coupon rate of 13%. The obligations under the senior subordinated notes are
senior to the Company's subordinated unsecured indebtedness, if any, and are
subordinate to the Credit Facility and the senior secured notes. Interest on the
senior subordinated notes is payable on a semi-annual basis. Not less than five
percent of the interest on the senior subordinated notes must be paid in cash
and up to 8% interest may be paid-in-kind. To date, all interest payments have
been made in cash. The Company's obligations under the notes are guaranteed on
an unsecured basis by each of its wholly owned subsidiaries. Subject to the
restrictions in the Credit Facility, the notes are redeemable at our option in
whole or in part at any time, with not less than 30 days nor more than 60 days
notice, at the redemption price specified in the indenture governing the notes
(currently 101% of the principal amount redeemed, and 100% beginning September
30, 2006 and thereafter), plus accrued and unpaid interest up to the redemption
date. Upon the occurrence of a "change of control" as defined in the indenture
governing the notes, the Company may be required to make an offer to purchase
the subordinated notes at 101% of the outstanding principal amount thereof, plus
accrued and unpaid interest up to the purchase date. The subordinated notes
contain customary covenants typical to this type of financing, such as
limitations on (1) indebtedness, (2) restricted payments (among other things,
currently limiting most dividends and similar payments by Neenah and its
subsidiaries to no more than approximately $14 million), (3) liens, (4)
restrictions on distributions from restricted subsidiaries, (5) sale of assets,
(6) affiliate transactions, (7) mergers and consolidations and (8) lines of
business. The subordinated notes also contain customary events of default
typical to this type of financing, such as, (1) failure to pay principal and/or
interest when due, (2) failure to observe covenants, (3) certain events of
bankruptcy, (4) the rendering of certain judgments or (5) the loss of any
guarantee.
For the fiscal years ended September 30, 2005, 2004 and 2003, capital
expenditures were $17.6 million, $12.7 million and $11.9 million, respectively.
These amounts represent a level of capital expenditures necessary to maintain
equipment and facilities.
22
The Company's principal source of cash to fund its liquidity needs will be
net cash from operating activities and borrowings under the revolving loan
commitment under the Credit Facility. Net cash provided by operating activities
for the fiscal year ended September 30, 2005 was $33.6 million, an increase of
$30.9 million from cash provided by operating activities for the fiscal year
ended September 30, 2004 of $2.7 million. The increase in net cash provided by
operating activities was primarily due to the increase in net income, as well as
a decrease in working capital accounts (primarily from accounts receivable). Net
cash provided by operating activities for the fiscal year ended September 30,
2004 was $2.7 million, a decrease of $20.3 million from cash provided by
operating activities for the fiscal year ended September 30, 2003 of $23.0
million. The decrease in net cash provided by operating activities was primarily
due to a large increase in the accounts receivable balance proportional to our
increased sales volume. The $23.0 million cash provided by operating activities
for the fiscal year ended September 30, 2003 included an income tax refund that
the Company received in December 2002 of $18.4 million from the carryback of net
operating losses.
Future Capital Needs. Despite our significant decrease in leverage as a
result of the Plan of Reorganization, we are still significantly leveraged and
our ability to meet our debt obligations will depend upon future operating
performance which will be affected by many factors, some of which are beyond our
control. Based on our current level of operations, we anticipate that our
operating cash flows and available credit facilities will be sufficient to fund
our anticipated operational investments, including working capital and capital
expenditure needs, for at least the next twelve months. If, however, we are
unable to service our debt requirements as they become due or are unable to
maintain ongoing compliance with restrictive covenants, we may be forced to
adopt alternative strategies that may include reducing or delaying capital
expenditures, selling assets, restructuring or refinancing indebtedness or
seeking additional equity capital. There can be no assurances that any of these
strategies could be effected on satisfactory terms, if at all.
Adjusted EBITDA. Our borrowing arrangement contains certain financial
covenants which are tied to ratios based on Adjusted EBITDA. Adjusted EBITDA is
defined in the Company's Credit Facility as "EBITDA" and is generally calculated
as the sum of net income (excluding non-recurring non-cash charges and certain
one-time cash charges), income taxes, interest expense, and depreciation and
amortization. Adjusted EBITDA is presented herein because it is a material
component of the covenants contained within the Company's Credit Facility.
Non-compliance with the covenants could result in the requirement to immediately
repay all amounts outstanding under the Credit Facility which could have a
material adverse effect on our results of operations, financial position and
cash flow. Management also believes that certain investors use information
concerning Adjusted EBITDA as a measure of a company's performance and ability
to service its debt. Adjusted EBITDA should not be considered a substitute for,
or more meaningful than, income from operations, net income, cash flows or other
measures of financial performance prepared in accordance with accounting
principles generally accepted in the United States. Adjusted EBITDA, as
presented by the Company, may not be comparable to similarly titled measures
reported by other companies.
A reconciliation of Adjusted EBITDA for the fiscal years ended September
30, 2005 and 2004 is provided below (in thousands):
2005 2004
------- -------
Net income .......................... $15,095 $ 3,255
Income tax provision ................ 3,409 3,881
Net interest expense ................ 33,406 33,363
Depreciation and amortization ....... 18,864 17,992
Loss on disposal of equipment ....... 953 465
Loss from discontinued operations ... -- 359
Neenah non-cash inventory charge .... 242 --
Gregg non-cash inventory charge ..... -- 1,172
Deeter non-cash inventory charge .... -- 624
Gregg write-off of lease deposits ... 64 --
------- -------
Adjusted EBITDA (as defined above) .. $72,033* $61,111
======= =======
* Adjusted EBITDA for the year ended September 30, 2005 is $6.5 million lower
than it would have been without the $6.5 million litigation settlement paid
in August, 2005. As discussed above, effective December 9, 2005, the Credit
Facility was amended to allow the $6.5 million settlement in connection
with the Mercer litigation to be added back in the calculation of Adjusted
EBITDA.
23
OFF-BALANCE SHEET ARRANGEMENTS
None.
CONTRACTUAL OBLIGATIONS
The following table includes the Company's significant contractual
obligations at September 30,2005 (in millions):
Expected Payments due by Period
------------------------------------------
Less More
than 1-3 3-5 than
Total 1 year years years 5 years
------ ------ ----- ------ -------
Long term debt ................................. $241.3 $ 3.2 $ 6.4 $131.7 $100.0
Interest on long term debt ..................... 179.6 28.5 56.6 55.5 39.0
Revolving line of credit ....................... 30.5 30.5 -- -- --
Interest and fees on revolving line of credit .. 0.9 0.9 -- -- --
Operating leases ............................... 6.6 2.0 2.9 1.2 0.5
------ ----- ----- ------ ------
Total contractual obligations .................. $458.9 $65.1 $65.9 $188.4 $139.5
====== ===== ===== ====== ======
As of September 30, 2005, the Company had no material purchase obligations
other than those created in the ordinary course of business related to inventory
and property, plant and equipment, which generally have terms of less than 90
days. The Company also has long-term obligations related to its pension and
post-retirement plans which are discussed in detail in Note 9 of the Notes to
Consolidated Financial Statements. As of the most recent actuarial measurement
date, the Company anticipates making $5.1 million of contributions to pension
plans in fiscal 2006. Post-retirement medical claims are paid as they are
submitted and are anticipated to be $0.5 million in fiscal 2006.
CRITICAL ACCOUNTING ESTIMATES
Critical accounting estimates are those that are, in management's view,
both very important to the portrayal of our financial condition and results of
operations and require management's most difficult, subjective or complex
judgments, often as a result of the need to make estimates about the effect of
matters that are inherently uncertain.
Future events and their effects cannot be determined with absolute
certainty. The determination of estimates, therefore, requires the exercise of
judgment. Actual results may differ from those estimates, and such differences
may be material to the financial statements. Our accounting policies are more
fully described in Note 2 in the Notes to Consolidated Financial Statements.
We believe that the most significant accounting estimates inherent in the
preparation of our financial statements include estimates associated with the
evaluation of the recoverability of certain assets including goodwill, other
intangible assets and property, plant and equipment as well as those estimates
used in the determination of reserves related to the allowance for doubtful
accounts, inventory obsolescence, workers compensation and pensions and other
post-retirement benefits. Various assumptions and other factors underlie the
determination of these significant estimates. In addition to assumptions
regarding general economic conditions, the process of determining significant
estimates is fact-specific and accounts for such factors as historical
experience, product mix and, in some cases, actuarial techniques. We constantly
reevaluate these significant factors and make adjustments where facts and
circumstances necessitate. Historically, our actual results have not
significantly deviated from those determined using the estimates described
above.
24
We believe the following critical accounting estimates affect our more
significant judgments and estimates used in the preparation of our consolidated
financial statements:
- Defined-Benefit Pension Plans. We account for our defined benefit
pension plans in accordance with Statement of Financial Accounting
Standards No. 87, "Employers' Accounting for Pensions" ("SFAS 87"),
which requires that amounts recognized in financial statements be
determined on an actuarial basis. The most significant element in
determining our pension expense in accordance with SFAS 87 is the
expected return on plan assets. We have assumed that the expected
long-term rate of return on plan assets will be 7.50% to 8.50%,
depending on the plan. Over the long term, our pension plan assets
have earned in excess of these rates; therefore, we believe that our
assumption of future returns is reasonable. The plan assets, however,
have earned a rate of return substantially less than these rates in
the last three years. Should this trend continue, our future pension
expense would likely increase. At the measurement date, we determine
the discount rate to be used to discount plan liabilities. In
developing this rate, we use the Moody's Average AA Corporate Bonds
index. At the measurement date of June 30, 2005, we determined the
discount rate to be 5.25%. Changes in discount rates over the past few
years have not materially affected our pension expense. The net effect
of changes in this rate, as well as other changes in actuarial
assumptions and experience, have been deferred as allowed by SFAS 87.
- Other Postretirement Benefits. We provide retiree health benefits to
qualified employees under an unfunded plan. We use various actuarial
assumptions including the discount rate and the expected trend in
health care costs and benefit obligations for our retiree health plan.
Consistent with our pension plans, we used a discount rate of 5.25%.
In 2005, our assumed healthcare cost trend rate was 8.0% decreasing
gradually to 5.0% in 2010 and then remaining at that level thereafter.
Changes in these rates could materially affect our future operating
results and net worth.
25
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk related to changes in interest rates.
The Company does not use derivative financial instruments for speculative or
trading purposes.
Interest Rate Sensitivity. The Company's earnings are affected by changes
in short-term interest rates as a result of its borrowings under the Credit
Facility. If market interest rates for such borrowings change by 1%, the
Company's interest expense would increase or decrease by approximately $0.5
million. This analysis does not consider the effects of changes in the level of
overall economic activity that could occur due to interest rate changes.
Further, in the event of an upward change of such magnitude, management could
take actions to further mitigate its exposure to the change. However, due to the
uncertainty of the specific actions that would be taken and their possible
effects, the sensitivity analysis assumes no changes in the Company's financial
structure.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and schedules are listed in Part IV Item 15 of
this Annual Report on Form 10-K and are incorporated by reference in this Item
8.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
Item 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures. The Company's management, with the
participation of the Company's Chief Executive Officer and Chief Financial
Officer, have evaluated the effectiveness of the Company's disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the
period covered by this report. Based upon such evaluation, the Chief Executive
Officer and the Chief Financial Officer have concluded that, as of the end of
such period, the Company's disclosure controls and procedures are effective in
recording, processing, summarizing and reporting, on a timely basis, information
required to be disclosed by the Company in the reports that the Company files or
submits under the Exchange Act.
Internal Control Over Financial Reporting. There have not been any changes
in the Company's internal control over financial reporting (as such term is
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the last
fiscal quarter that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.
Item 9B. OTHER INFORMATION
None.
26
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following sets forth certain information with respect to the persons
who are members of the board of directors and executive officers of the Company.
All executive officers hold office at the pleasure of the board of directors.
Under the Company's bylaws, each director holds office until the next annual
meeting of shareholders and until the director's successor has been elected and
qualified. All of the directors of the Company are also directors of ACP.
NAME AGE POSITION
- ---- --- --------
William M. Barrett............ 58 President, Chief Executive Officer, Director and
Chairman of the Board
Gary W. LaChey................ 59 Corporate Vice President - Finance, Treasurer,
Secretary and Chief Financial Officer
James Ackerman................ 61 President - Mercer Forge
John H. Andrews............... 60 Corporate Vice President - Manufacturing
Joseph L. DeRita.............. 67 Division President, Dalton Corporation
Frank Headington.............. 56 Vice President - Technology
Timothy Koller................ 55 Vice President - Municipal Sales & Engineering
Joseph Varkoly................ 43 Vice President - Industrial Sales and Marketing
Andrew B. Cohen............... 34 Director
Benjamin C. Duster, IV, Esq... 50 Director
Michael J. Farrell............ 55 Director
Jeffrey G. Marshall........... 61 Director
Mr. Barrett has served as our President and Chief Executive Officer since May
2000. Mr. Barrett joined us in 1992 serving as General Sales Manager --
Industrial Castings until May 1, 1997. Mr. Barrett was Vice President and
General Manager from May 1, 1997 to September 30, 1998 and President from
October 1, 1998 to April 30, 2000. From 1985 to 1992, Mr. Barrett was the Vice
President -- Sales for Harvard Industries Cast Products Group. Mr. Barrett has
also been one of our directors and Chairman of the Board since May 2000.
Mr. LaChey has served as our Corporate Vice President -- Finance since June
2000. Mr. LaChey joined us in 1971 and has served in a variety of positions of
increasing responsibility in the finance department. Mr. LaChey was most
recently Vice President -- Finance, Treasurer and Secretary.
Mr. Ackerman has served as the President of Mercer Forge since 2000. Previously,
Mr. Ackerman served as the Vice President/CFO of Mercer Forge since 1990. Prior
to joining Mercer Forge in 1990, Mr. Ackerman worked for Sheet Metal Coating &
Litho as its Controller, Dunlop Industrial/Angus Fire Armour Corp. as its
Controller and Ajax Magnethermic Corporation as its Vice President-Finance
(CFO).
Mr. Andrews has served as our Corporate Vice President -- Manufacturing since
August 2003. Mr. Andrews joined us in 1988 and has served in a variety of
manufacturing positions with increasing responsibility. Prior to joining Neenah,
Mr. Andrews was Division Manager for Dayton Walther Corporation's Camden Casting
Center from 1986 to 1988 and served as Manufacturing Manager and then Plant
Manager for Waupaca Foundry's Marinette Plant from 1973 to 1986.
Mr. DeRita has served as Division President of the Dalton Corporation since
1999. He joined Newnam Manufacturing in 1989 and became the Vice President --
Sales when the Dalton Corporation acquired Newnam Manufacturing in 1992. Prior
to joining our company, Mr. DeRita was the Manager of Engineering and
Maintenance at Erie Malleable, the same position he held previously at Zurn
Industries.
27
Mr. Headington has served as the Vice President - Technology since August 2003.
Previously, Mr. Headington was our Manager of Technical Services and Director of
Product Reliability since January 1989. Prior to joining the Company, Mr.
Headington co-founded and operated Sintered Precision Components, a powdered
metal company. Prior to his involvement with Precision Components, he was
employed by Wagner Casting Company as Quality Manager.
Mr. Koller has served as the Vice President - Municipal Sales & Engineering
since May 1998. Mr. Koller has worked within our Municipal products area for the
last 27-years serving with increasing responsibility as Sales Representative,
Specifications Manager, and General Sales Manager.
Mr. Varkoly has served as the Vice President - Industrial Sales & Marketing
since August 2003. Previously, Mr. Varkoly was our Vice President of Business
Development since March 2000. Prior to joining our company in 2000, he served as
the Director - Finance of Betzdearborn, Inc. Previously, he was a Manager for
Performance Improvement Management Consulting with Ernst & Young LLP and the
Business Development Manager of FMC Corporation.
Mr. Cohen has served as a director since October 2003. Mr. Cohen is currently a
Managing Director at Dune Capital Management, LP. Previously, Mr. Cohen was
employed by SAC Capital Advisors for three years. Prior to his employment at SAC
Capital Advisors, he spent six years in the investment banking division of
Morgan Stanley. Mr. Cohen received his BA and MBA degrees from the University of
Pennsylvania.
Mr. Duster has served as a director since October 2003. Mr. Duster is currently
Chairman of the Board of Algoma Steel, Inc., a Toronto Stock Exchange listed
integrated steel manufacturer based in Canada. Mr. Duster is also a principal in
Masson & Company, a financial restructuring advisory and turnaround management
firm based in New York.
Mr. Farrell has served as a director since February 2003. Mr. Farrell is
currently the President of Farrell & Co., a merchant banking firm specializing
in heavy manufacturing companies, and the Chief Executive Officer of Standard
Steel, LLC. Mr. Farrell has also served in executive capacities for MK Rail
Corporation, Motor Coils Manufacturing Co. and Season-ALL Industries. Mr.
Farrell currently also serves as a director of Federated Investors, Inc. Mr.
Farrell is a certified public accountant.
Mr. Marshall has served as a director since October 2003. Mr. Marshall is
currently the Chairman of Smith Marshall, a subsidiary of the NextMedia Company
Limited. Previously, he was the President and Chief Executive Officer of Aluma
Enterprises, Inc., a construction technology company, for six years. Prior to
joining Aluma Enterprises, Inc., Mr. Marshall successively held the positions of
President and Chief Executive Officer at Marshall Steel Limited, Marshall
Drummond McCall Inc. and the Ontario Clean Water Agency.
AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT
The current members of the Audit Committee of the board of directors are
Michael J. Farrell and Jeffrey G. Marshall. The board of directors has
determined that all members of the Audit Committee are independent and
financially literate in accordance with the audit committee requirements of the
New York Stock Exchange. The board has determined that Mr. Michael J. Farrell is
an audit committee financial expert within the meaning of SEC rules.
CODE OF ETHICS
In December 2004, the Company adopted a Code of Ethics applicable to all
officers of the Company as well as certain other key accounting staff. A copy of
the Code of Ethics can be obtained free of charge by writing to the Company.
28
BOARD COMPOSITION
The board of directors of ACP, the ultimate parent company of Neenah
consists of five directors. ACP's Amended and Restated Bylaws permits the
holders of a majority of the shares of common stock of ACP then entitled to vote
at an election of directors, to remove any director or the entire board of
directors at any time, with or without cause. Under ACP's Amended and Restated
Bylaws, vacancies on the board of directors may be filled by the affirmative
vote of a majority of the holders of ACP's outstanding stock entitled to vote
thereon.
Under the Stockholders Agreement discussed below, MacKay Shields LLC
designated two members to the board of directors of ACP and Citicorp Mezzanine
III, L.P and Trust Company of the West designated one member to the board of
directors of ACP. The MacKay Shields LLC designees are Andrew B. Cohen and
Benjamin C. Duster, IV, Esq. The Citicorp Mezzanine III, L.P and Trust Company
of the West designees are Michael J. Farrell and Jeffrey G. Marshall,
respectively. Under the Stockholders Agreement, the board of directors of any
subsidiary of ACP, including Neenah, is required to consist of the same number
of directors and have the same composition as the board of directors of ACP.
COMPENSATION COMMITTEE
The current members of the compensation committee of the board of directors
are Andrew B. Cohen and Benjamin C. Duster, IV, Esq.
STOCKHOLDERS AGREEMENT
Under the terms of the Plan of Reorganization, ACP and each person or
entity that held common stock of ACP or warrants to purchase ACP common stock as
of October 8, 2003, the Effective Date of the Plan of Reorganization (the
"Stockholders"), are subject to a stockholders agreement dated as of October 8,
2003 (the "Stockholders Agreement"). The Stockholders Agreement, among other
things, (i) governs the composition of the board of directors of ACP and its
subsidiaries, (ii) establishes the requisite approvals for certain significant
corporate transactions (including acquisitions and dispositions of material
businesses or assets, and the incurrence of debt), and (iii) provides for
certain rights, requirements and restrictions with respect to the sale or
transfer of ACP common stock or warrants to purchase ACP common stock.
The Stockholders Agreement provides that the stockholders shall vote all of
their shares of ACP common stock to cause the board of directors of ACP to be
comprised of the then duly elected and acting chief executive officer of ACP,
one member each designated by MacKay Shields LLC, Citicorp Mezzanine III, L.P.
and Trust Company of the West, in each case, so long as they, together with
their respective affiliates, hold at least 10.0% of the ACP common stock on a
fully diluted basis (the "Minimum Ownership"); however, so long as MacKay
Shields LLC is the holder of at least 20% of the ACP common stock on a fully
diluted basis, it shall be entitled to designate one additional member. In
addition, no designated member of the board of directors of ACP may be removed
without the consent of the Stockholder which has the right to designate such
member. Further, the Stockholders Agreement provides that each of MacKay Shields
LLC, Citicorp Mezzanine III, L.P and Trust Company of the West (subject to the
Minimum Ownership) has the ability to approve or veto the sale of ACP and/or its
subsidiaries (through sale of shares, merger, recapitalization, asset sale or
similar transaction) (a "Sale of the Company"), amendments to the respective
charter and bylaws of each company, modifications to the number of directors of
each company and affiliate transactions. The board of directors of any
subsidiary of ACP is required to consist of the same number of directors and
shall have the same composition as the board of directors of ACP.
In addition to the general governance issues discussed above, the
Stockholders Agreement provides that, so long as MacKay Shields LLC, Citicorp
Mezzanine III, L.P and Trust Company of the West each have the Minimum Ownership
certain sales or transfers or series of sales or transfers by any stockholder or
a "group" of stockholders of ACP common stock or warrants to purchase ACP common
stock which owns 10% or more of the shares of ACP common stock on a fully
diluted basis may be subject to the prior right of ACP and the Stockholders
party to the Stockholders Agreement who own more than
29
5% of the ACP common stock on a fully diluted basis ("5% Stockholders") to
purchase such shares. Also, the Stockholders Agreement provides for "tag-along"
rights for 5% Stockholders with respect to certain sales or transfers of ACP
common stock and warrants to purchase ACP common stock by other 5% Stockholders.
Furthermore, the Stockholders Agreement provides that the board of directors, by
the vote of at least three directors, shall have the right to cause a Sale of
the Company and to cause all Stockholders to consent to, approve and participate
in a Sale of the Company; provided that (i) all Stockholders receive the same
consideration on a per share basis, (ii) the identity of such purchaser is
approved (which approval shall not be unreasonably withheld) by MacKay Shields
LLC, Citicorp Mezzanine III, L.P and Trust Company of the West (subject to the
Minimum Ownership) and (iii) such purchaser is not MacKay Shields LLC, Citicorp
Mezzanine III, L.P or Trust Company of the West or any other 5% Stockholder, or
an affiliate of any of the foregoing.
The foregoing description of the Stockholders Agreement does not purport to
be complete and is qualified in its entirety by reference to the Stockholders
Agreement, which is filed as Exhibit 10.6 to this report.
30
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table. The following table summarizes compensation
awarded to, earned by or paid to our Chief Executive Officer and each of our
other four most highly compensated executive officers (collectively, the "named
executive officers") for services rendered to ACP, NFC, and the Company during
the 2005, 2004 and 2003 fiscal years.
LONG-TERM
COMPENSATION
----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------- ------------------------ -------
OTHER ANNUAL RESTRICTED SECURITIES LTIP ALL OTHER
NAME AND PRINCIPAL FISCAL COMPENSATION STOCK UNDERLYING PAYOUTS COMPENSATION
POSITION YEAR SALARY $ BONUS $ $ (2) AWARDS $(3) OPTIONS # $ $(4)
- ------------------ ------- -------- ------- ------------ ----------- ---------- ------- ------------
William M. Barrett ....... 2005 550,000 558,292 -- -- -- -- 27,520
President and Chief ... 2004(1) 483,337 160,800 -- -- -- -- 26,719
Executive ............. 2003(1) 342,704 103,137 -- 9,410 -- -- 23,991
Officer and Director
Gary W. LaChey ........... 2005 286,749 336,400 -- -- -- -- 27,200
Corporate Vice ........ 2004(1) 242,996 74,100 -- -- -- -- 26,306
President-Finance, .... 2003(1) 234,996 102,399 -- 7,196 -- -- 23,449
Treasurer, Secretary
and Chief Financial
Officer
James Ackerman ........... 2005 180,000 149,000 -- -- -- -- 14,647
President - Mercer .... 2004 180,000 144,000 -- -- -- -- 13,968
Forge ................. 2003 180,000 -- -- -- -- -- 12,668
John H. Andrews .......... 2005 214,004 252,791 -- -- -- -- 26,694
Corporate Vice ........ 2004(1) 193,336 60,000 -- -- -- -- 25,687
President - ........... 2003(1) 172,501 35,049 -- 1,107 -- -- 22,758
Manufacturing
Joseph L. DeRita ......... 2005 256,000 313,645 -- -- -- -- 18,700
Division President, ... 2004(1) 243,000 74,100 -- -- -- -- 14,281
Dalton Corporation .... 2003(1) 235,000 1,015 -- 3,044 -- -- 17,972
- ----------
(1) Certain prior year amounts have been reclassified.
(2) The Company provides its executive officers with personal benefits as part
of providing a competitive compensation program. These may include such
benefits as a company automobile, and personal liability insurance. These
benefits are valued based upon the incremental cost to the Company. The
incremental cost to the Company of such benefits did not exceed the SEC's
disclosure threshold for any named executive officer for any of the three
years.
(3) The aggregate unvested restricted stock holdings of ACP common stock at the
end of fiscal 2005 for the named executive officers were as follows: Mr.
Barrett - 312,500 shares, Mr. LaChey - 238,971 shares, Mr. Ackerman - 0
shares, Mr. Andrews - 36,765 shares, and Mr. DeRita - 101,103 shares.
Because there was no public market for the common stock at that date, the
fair market value per share of the common stock is not able to be
determined by any reference to any published price data. On October 8,
2003, Messrs. Barrett, LaChey, Ackerman, Andrews, and DeRita, respectively,
were granted 1,250,000, 955,882, 0, 147,059, and 404,412 shares of ACP
common stock. One-fourth of the shares vested on the date of grant, and the
balance vest on an annual straight-line basis over the ensuing three years.
Dividends, if any, paid on the common stock would be paid on the restricted
stock.
(4) All other compensation for fiscal 2005 for Messrs. Barrett, LaChey,
Ackerman, Andrews, and DeRita, respectively, includes: (i) matching
contributions to the 401(k) plan for each named executive officer of
$5,250, $5,250, $5,593, $5,250, and $6,300; (ii) contributions pursuant to
the profit sharing plan for each named executive officer of $15,375,
$15,375, $0, $15,375, and $0; (iii) an executive life insurance premium for
each named executive officer of $2,838, $2,518, $5,026, $2,012, and $7,064;
and (iv) health insurance reimbursement premiums for each named executive
officer of $4,057, $4,057, $4,028, $4,057, and $5,336.
EMPLOYMENT AGREEMENTS
We have entered into employment agreements with each of the named executive
officers, other than Mr. Ackerman. The agreements establish a base salary as
well as providing for a severance payment calculation in the event of
termination (pursuant to the 2003 Severance and Change of Control Plan described
below), health (subject to satisfying insurability requirements), 401(k) and
other benefits that the named employees are entitled to receive. Non-competition
and non-solicitation agreements have been
31
signed as part of the employment agreements, which will apply during a period of
three years for our chief executive officer and two years for the chief
financial officer and other members of management of the Company, in each case,
after termination.
2003 MANAGEMENT ANNUAL INCENTIVE PLAN
Under the 2003 Management Annual Incentive Plan, members of management and
certain other specified employees will receive annual performance awards if the
Company achieves certain Adjusted EBITDA targets set by the board of directors
of the Company at the beginning of each fiscal year. The bonus paid will equal
(i) 50% of the target bonus amount for each individual should the Company reach
85% of the Adjusted EBITDA target, (ii) 100% of the target bonus on reaching
100% of the target Adjusted EBITDA, and (iii) 200% of the target bonus on
reaching 120% of the target Adjusted EBITDA. For 2005, the $6.5 million
settlement in connection with the Mercer litigation was added back to calculate
Adjusted EBITDA for purposes of the bonus calculation.
Target bonuses range up to 30.0% of base salary depending upon job
responsibility. In addition, the 2003 Management Annual Incentive Plan was
amended to allow management the ability to earn additional cash compensation
based on varying levels of debt reduction achieved during the year. Earned bonus
is payable within ten business days of the approval of the Company's audited
financial statements by the board of directors.
In addition, a one time aggregate incremental $450,000 emergence bonus was
paid upon emergence from Chapter 11 bankruptcy in fiscal 2004 to certain members
of management upon the Effective Date.
For fiscal 2006, the executives and certain other specified employees will
be entitled to receive annual performance awards upon achieving certain
milestones, including EBITDA targets, debt reduction targets and other certain
criteria as determined from time to time by the compensation committee of the
board of directors. Target bonus as a percentage of salary for each member of
management will be consistent with historical levels. Target levels, timing of
payments and other terms and conditions of the annual incentive plan will be
determined by the compensation committee.
2003 MANAGEMENT EQUITY INCENTIVE PLAN
Under the 2003 Management Equity Incentive Plan, which was established on
the Effective Date, certain members of management received restricted shares
which represented 5% of the common stock of ACP on a fully diluted basis as of
the Effective Date. The 4,000,000 restricted shares issued pursuant to the 2003
Management Equity Incentive Plan were 25% vested upon grant and the balance vest
on an annual straight-line basis over the ensuing three years subject to
acceleration in the event of a Significant Transaction, as defined in the award
agreement. The 2003 Management Equity Incentive Plan also provides that a pool
of options for an additional 4,000,000 shares of common stock of ACP be reserved
for future grants as determined by the compensation committee of the board of
directors.
2003 SEVERANCE AND CHANGE OF CONTROL PLAN
Under the 2003 Severance and Change of Control Plan, the executives with
whom we have executed employment agreements, shall be entitled to receive
Severance Payments, as defined in the 2003 Severance and Change of Control Plan,
health benefits and outplacement services if the Company terminates his or her
employment without cause or if he or she terminates his or her employment for
Good Reason and a Change of Control Payment, health benefits and outplacement
services if a participating executive's employment is terminated or the
executive resigns from employment for Good Reason within 180 days of a Change of
Control, as such terms are defined in the 2003 Severance and Change of Control
Plan.
32
The Severance Payment is equal to (1) the severance multiple listed in each
executive's employment agreement multiplied by (2) the base salary of such
executive. The Change of Control Payment is equal to (1) the change of control
multiple listed in each executive's employment agreement multiplied by (2) the
base salary of such executive. The severance multiples for Messrs. Barrett,
LaChey, Andrews, and DeRita, respectively are 2.70, 2.03, 1.88, and 2.03. The
change of control multiples for Messrs. Barrett, LaChey, Andrews, and DeRita,
respectively are 3.38, 2.70, 1.88, and 2.03. The plan also requires payments in
certain circumstances to executives sufficient to make them whole for any excise
tax imposed under Section 4999 of the Internal Revenue Code.
DIRECTOR COMPENSATION
Subject to certain limitations, each member of the board of directors of
ACP who is not an officer of ACP shall be entitled to receive annual
compensation for their services as a director of ACP and its subsidiaries,
including Neenah, in the amount $40,000 ($80,000 for members of the audit
committee), payable in cash quarterly in four equal installments, and are
entitled to receive reimbursement for all reasonable out-of-pocket expenses,
including, without limitation, travel expenses, incurred by such director in
connection with the performance of such director's duties. In addition, each
member of the board of directors who is not an officer is paid a fee of $1,000
for in person attendance at annual, regular, special and adjourned meetings of
the board of directors or committee meetings of the board of directors. Meeting
fees paid to the four outside directors for fiscal 2005 totaled $69,000. On the
Effective Date, ACP issued 200,000 shares of ACP common stock, representing
0.25% of ACP's common stock on a fully-diluted basis as of the Effective Date,
to each outside director.
Members of the Special Litigation Committee of the board of directors
(Messrs. Cohen and Marshall) were also granted a special one time payment of
$20,000 to recognize their work in connection in arriving at a settlement of the
Mercer litigation in 2005.
33
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The following table sets forth information known to us with respect to the
beneficial ownership of the common stock of ACP, our ultimate parent company, as
of December 16, 2005, or as otherwise indicated, by:
- each person or entity who owns beneficially more than 5% or more of
any class of ACP's voting securities;
- each of the named executive officers;
- each director; and
- all directors and executive officers as a group.
SHARES BENEFICIALLY OWNED
-------------------------
NAME OF BENEFICIAL OWNER (1) (2) NUMBER PERCENTAGE
- -------------------------------- ---------- ----------
MacKay Shields LLC (3) ............................................. 19,698,751 24.4%
Harbert Distressed Investment Master Fund, Ltd. (4) ................ 12,144,764 15.0%
Citicorp Mezzanine III, L.P. (5) ................................... 11,890,846 14.7%
Trust Company of the West (6) ...................................... 6,206,107 7.7%
William M. Barrett (7) ............................................. 1,250,000 1.5%
Gary W. LaChey (8) ................................................. 955,882 1.2%
Joseph L. DeRita (9) ............................................... 404,412 *
John H. Andrews (10) ............................................... 147,059 *
James Ackerman ..................................................... 0 *
Andrew B. Cohen (11) ............................................... 200,000 *
Benjamin C. Duster, IV, Esq (11) ................................... 200,000 *
Michael J. Farrell (11) ............................................ 200,000 *
Jeffrey G. Marshall (11) ........................................... 200,000 *
All executive officers and directors as a group (12 persons) (12) .. 4,366,176 5.4%
- ----------
* Less than 1 %
(1) As used in this table, a beneficial owner of a security includes any person
who, directly or indirectly, through contract, arrangement, understanding,
relationship or otherwise has or shares (1) the power to vote, or direct
the voting of, such security or (2) investing power which includes the
power to dispose, or to direct the disposition of, such security. In
addition, a person is deemed to be the beneficial owner of a security if
that person has the right to acquire beneficial ownership of such security
within 60 days of December 16, 2005. Except as otherwise noted, the persons
and entities listed on this table have sole voting and investment power
with respect to all of the shares of common stock owned by them.
Calculations are based on a total of 80,800,000 shares of common stock
deemed to be outstanding as of December 16, 2005, which includes warrants
to purchase common stock. The warrants have a nominal exercise price of
$.01 per share
(2) Includes the following number of shares issuable upon exercise of warrants
presently exercisable: 9,812,706 warrants held by MacKay Shields LLC;
5,244,764 warrants held by Harbert Distressed Investment Master Fund, Ltd.
The following data is the most recent available and is as of October 8,
2003: 90,644 warrants held by Exis Differential Holdings Ltd.; 7,848,293
warrants held by Citicorp Mezzanine III, L.P.; 3,113,554 warrants held by
Trust Company of the West and 217,547 warrants held by Metropolitan Life
Insurance Company.
34
(3) The address for MacKay Shields LLC is 9 West 57th Street, 33rd Floor, New
York, NY 10019.
(4) The address for Harbert Distressed Investment Master Fund, Ltd. is Third
Floor, Bishop's Square, Redmond's Hill, Dublin 2, Ireland.
(5) The number of shares listed above for Citicorp Mezzanine III, L.P. is as of
October 8, 2003. Citicorp Mezzanine III, L.P. received 4,096,665 warrants
for being a Standby Purchaser and 3,751,628 warrants in exchange for
cancellation of the PIK Note. The address for Citicorp Mezzanine III, L.P.
is 399 Park Avenue, 14th Floor, New York, NY 10043.
(6) The number of shares listed above for Trust Company of the West is as of
October 8, 2003. Includes shares held by TCW Shared Opportunity Fund II,
L.P., Shared Opportunity Fund IIB LLC, TCW Shared Opportunity Fund IV,
L.P., TCW Shared Opportunity Fund IVB, L.P., AIMCO CDO, Series 2000-A, TCW
High Income Partners, Ltd. and TCW High Income Partners II, Ltd. The Trust
Company of the West is the ultimate beneficial holder of these shares. The
address for Trust Company of the West is 11100 Santa Monica Boulevard,
Suite 2000, Los Angeles, CA 90025.
(7) Includes 312,500 unvested shares of restricted stock. These shares shall
vest on the next anniversary of the Effective Date (October 8, 2006), if as
of such date, Mr. Barrett is still in our employ.
(8) Includes 238,970 unvested shares of restricted stock. These shares shall
vest on the next anniversary of the Effective Date (October 8, 2006), if as
of such date, Mr. LaChey is still in our employ.
(9) Includes 101,103 unvested shares of restricted stock. These shares shall
vest on the next anniversary of the Effective Date (October 8, 2006), if as
of such date, Mr. DeRita is still in our employ.
(10) Includes 36,765 unvested shares of restricted stock. These shares shall
vest on the next anniversary of the Effective Date (October 8, 2006), if as
of such date, Mr. Andrews is still in our employ.
(11) Pursuant to the Plan of Reorganization, Messrs. Cohen, Duster, Farrell and
Marshall each received 200,000 shares of common stock as of the Effective
Date.
(12) Excludes 433,824 shares beneficially owned by other managerial employees.
Collectively, our management and directors own an aggregate of 4,800,000
shares of common stock.
35
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth, as of September 30, 2005, the number of
securities outstanding under the 2003 Management Equity Incentive Plan, the
weighted-average exercise price of such securities and the number of securities
available for grant under this plan:
NUMBER OF NUMBER OF SECURITIES
SECURITIES TO BE REMAINING AVAILABLE FOR
ISSUED UPON FUTURE ISSUANCE UNDER
EXERCISE OF WEIGHTED-AVERAGE EQUITY COMPENSATION
OUTSTANDING EXERCISE PRICE OF PLANS (EXCLUDING
OPTIONS, WARRANTS OUTSTANDING OPTIONS, SECURITIES REFLECTED IN
PLAN CATEGORY AND RIGHTS WARRANTS AND RIGHTS THE FIRST COLUMN)
- ------------- ----------------- -------------------- -----------------------
Equity compensation plans
approved by security
holders (1) -- -- 4,000,000
Equity compensation plans
not approved by security
holders -- -- --
--- --- ---------
Total -- -- 4,000,000
- ----------
(1) The 2003 Management Equity Incentive Plan was adopted in connection with
the Plan of Reorganization.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
RELATIONSHIP WITH ACP
ACP is the parent company of NFC, and thus ACP indirectly owns 100% of the
Common Stock of the Company. William M. Barrett, who serves as the President and
Chief Executive Officer of the Company, currently serves as President and Chief
Executive Officer of ACP.
RELATIONSHIP WITH THE STANDBY PURCHASERS
As a result of the standby purchase agreements that we entered into with
the Standby Purchasers, we gave certain of the Standby Purchasers the right to
designate members to the ACP board of directors. These rights are set forth in
the Stockholders Agreement, which is described in Item 10 of this report and
incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
We paid the following fees to Ernst & Young LLP in 2005 and 2004:
Audit Fees. Fees for audit services totaled $410,900 and $513,700 for the
years ended September 30, 2005 and 2004, respectively, which included fees
associated with the annual audit, filings under the Securities Act of 1933, as
amended, and other services performed related to regulatory filings.
Audit-Related Fees. Fees for audit-related services totaled $116,500 and
$21,600 for the years ended September 30, 2005 and 2004, respectively, for
accounting consultations.
Tax Fees. Fees for tax services totaled $509,300 and $482,000 for the years
ended September 30, 2005 and 2004, respectively, and consisted primarily of tax
consulting services.
All Other Fees. There were no other fees incurred by the Company during the
years ended September 30, 2005 and 2004.
The Company's Audit Committee appoints the independent registered public
accounting firm and pre-approves the services in regularly scheduled audit
committee meetings. The Audit Committee has considered whether the fees of Ernst
& Young LLP for non-audit services is compatible with maintaining Ernst & Young
LLP's independence.
36
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Page
----
(a) (1) Consolidated Financial Statements of Neenah Foundry Company
Report of Independent Registered Public Accounting Firm 38
Consolidated Balance Sheets 39
Consolidated Statements of Operations 41
Consolidated Statements of Changes in Stockholder's Equity (Deficit) 42
Consolidated Statements of Cash Flows 43
Notes to Consolidated Financial Statements 44
(2) Financial Statement Schedules
Report of Independent Registered Public Accounting Firm 75
Schedule II - Valuation and Qualifying Accounts of Neenah Foundry Company 76
Schedules I, III, IV, and V are omitted since they are not applicable or not
required under the rules of Regulation S-X.
(3) Exhibits
See (b) below
(b) Exhibits
See the Exhibit Index following the signature page of this report, which is
incorporated herein by reference. Each management contract and compensatory
plan or arrangement required to be filed as an exhibit to this report is
identified in the Exhibit Index by an asterisk following its exhibit
number.
(c) Financial Statements Excluded From Annual Report to Shareholders
Not Applicable
37
Report of Independent Registered Public Accounting Firm
The Board of Directors
Neenah Foundry Company
We have audited the accompanying consolidated balance sheets of Neenah Foundry
Company and Subsidiaries (the Company) as of September 30, 2005 and 2004
(Reorganized Company), and the related consolidated statements of operations,
changes in stockholder's equity (deficit) and cash flows for the year ended
September 30, 2005 and the period from October 1, 2003 to September 30, 2004
(Reorganized Company) and the year ended September 30, 2003 (Predecessor
Company) and the portion of October 1, 2003 related to the Predecessor Company's
reorganization gain. 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 in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform an
audit of the Company's internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no
such opinion. An audit also 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 our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of the Reorganized
Company at September 30, 2005 and 2004, and the consolidated results of
operations and cash flows for the year ended September 30, 2005 and the period
from October 1, 2003 to September 30, 2004 (Reorganized Company) and the year
ended September 30, 2003 (Predecessor Company) and the portion of October 1,
2003 related to the Predecessor Company's reorganization gain, in conformity
with U.S. generally accepted accounting principles.
As discussed in Note 1 to the financial statements, effective October 8, 2003,
the Company was reorganized under a plan of reorganization confirmed by the
United States Bankruptcy Court, District of Delaware. The financial statements
of the Reorganized Company reflect the impact of adjustments to reflect the fair
value of assets and liabilities under fresh start accounting, which was applied
effective October 1, 2003. As a result, the financial statements of the
Reorganized Company are presented on a different basis than those of the
Predecessor Company and, therefore, are not comparable in all respects.
/s/ Ernst & Young LLP
Milwaukee, Wisconsin
November 4, 2005
38
Neenah Foundry Company
Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Data)
REORGANIZED
SEPTEMBER 30
-------------------
2005 2004
-------- --------
ASSETS
Current assets:
Cash $ 3,484 $ --
Accounts receivable, less allowance for doubtful
accounts of $2,093 in 2005 and $1,142 in 2004 85,795 81,320
Inventories 59,123 61,119
Deferred income taxes 3,304 --
Other current assets 6,897 6,978
Current assets of discontinued operations -- 200
-------- --------
Total current assets 158,603 149,617
Property, plant and equipment:
Land 6,708 6,287
Buildings and improvements 16,917 15,668
Machinery and equipment 74,026 63,542
Patterns 12,753 11,026
Construction in progress 2,994 1,551
-------- --------
113,398 98,074
Less accumulated depreciation 22,148 10,798
-------- --------
91,250 87,276
Deferred financing costs, net of accumulated amortization
of $1,012 in 2005 and $487 in 2004 2,192 2,566
Identifiable intangible assets, net of accumulated
amortization of $14,245 in 2005 and $7,121 in 2004 69,192 76,316
Goodwill 86,699 86,699
Other assets 4,619 4,966
-------- --------
162,702 170,547
-------- --------
$412,555 $407,440
======== ========
39
Neenah Foundry Company
Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Data)
REORGANIZED
SEPTEMBER 30
-------------------
2005 2004
-------- --------
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 30,305 $ 29,150
Income taxes payable 5,562 2,831
Accrued wages and employee benefits 16,586 12,881
Accrued interest 7,134 7,140
Other accrued liabilities 2,411 2,122
Deferred income taxes -- 1,360
Current portion of long-term debt 33,668 44,215
-------- --------
Total current liabilities 95,666 99,699
Long-term debt 238,086 239,586
Deferred income taxes 23,759 28,636
Postretirement benefit obligations 10,404 10,575
Other liabilities 27,287 20,160
-------- --------
Total liabilities 395,202 398,656
Commitments and contingencies
Stockholder's equity:
Common stock, par value $100 per share; 1,000 shares
authorized, issued and outstanding 100 100
Capital in excess of par value 5,429 5,429
Retained earnings 18,350 3,255
Accumulated other comprehensive loss (6,526) --
-------- --------
Total stockholder's equity 17,353 8,784
-------- --------
$412,555 $407,440
======== ========
See accompanying notes.
40
Neenah Foundry Company
Consolidated Statements of Operations
(In Thousands)
REORGANIZED PREDECESSOR
YEARS ENDED ------------------------
SEPTEMBER 30 YEAR ENDED
------------------- OCTOBER 1 SEPTEMBER 30
2005 2004 2003 2003
-------- -------- --------- ------------
Net sales $541,772 $450,942 $ -- $375,063
Cost of sales 440,818 375,124 -- 321,834
-------- -------- ------- --------
Gross profit 100,954 75,818 -- 53,229
Selling, general and administrative expenses 34,467 27,374 -- 26,132
Litigation settlement 6,500 -- -- --
Amortization expense 7,124 7,121 -- 3,819
Loss on disposal of property, plant and
equipment 953 465 -- 195
-------- -------- ------- --------
Operating income 51,910 40,858 -- 23,083
Other income (expense):
Interest expense (33,419) (33,392) -- (47,445)
Interest income 13 29 -- 825
Reorganization gain (expense) -- -- 43,943 (7,874)
-------- -------- ------- --------
Income (loss) from continuing operations
before income taxes 18,504 7,495 43,943 (31,411)
Provision (credit) for income taxes 3,409 3,881 -- (8,541)
-------- -------- ------- --------
Income (loss) from continuing operations 15,095 3,614 43,943 (22,870)
Discontinued operations:
Loss from discontinued operations, net of
income tax benefit of $(240) in 2004
and $(590) in 2003 -- (359) -- (1,095)
Loss on sale of discontinued operations,
net of income benefit of $(860) -- -- -- (1,596)
-------- -------- ------- --------
Net income (loss) $ 15,095 $ 3,255 $43,943 $(25,561)
======== ======== ======= ========
See accompanying notes.
41
Neenah Foundry Company
Consolidated Statements of Changes in Stockholder's Equity (Deficit)
(In Thousands)
ACCUMULATED
RETAINED OTHER
CAPITAL EARNINGS COMPREHENSIVE
COMMON IN EXCESS OF (ACCUMULATED (LOSS)
STOCK PAR VALUE DEFICIT) INCOME TOTAL
-------- ------------ ------------ ------------- --------
PREDECESSOR COMPANY
Balance at September 30, 2002 $100 $ 51,317 $(55,563) $(8,000) $(12,146)
Components of comprehensive loss:
Net loss -- -- (25,561) -- (25,561)
Pension liability adjustment,
net of tax effect of $952 -- -- -- (1,309) (1,309)
--------
Total comprehensive loss (26,870)
---- -------- -------- ------- --------
Balance at September 30, 2003 100 51,317 (81,124) (9,309) (39,016)
Effect of fresh start accounting under
plan of reorganization -- (45,888) 81,124 9,309 44,545
---- -------- -------- ------- --------
REORGANIZED COMPANY
Balance at October 1, 2003 100 5,429 -- -- 5,529
Net income -- -- 3,255 -- 3,255
---- -------- -------- ------- --------
Balance at September 30, 2004 100 5,429 3,255 -- 8,784
Components of comprehensive income:
Net income -- -- 15,095 -- 15,095
Pension liability adjustment,
net of tax effect of $4,350 -- -- -- (6,526) (6,526)
--------
Total comprehensive income 8,569
---- -------- -------- ------- --------
Balance at September 30, 2005 $100 $ 5,429 $ 18,350 $(6,526) $ 17,353
==== ======== ======== ======= ========
See accompanying notes.
42
Neenah Foundry Company
Consolidated Statements of Cash Flows
(In Thousands)
REORGANIZED PREDECESSOR
YEARS ENDED ------------------------
SEPTEMBER 30 YEAR ENDED
------------------- OCTOBER 1 SEPTEMBER 30
2005 2004 2003 2003
-------- -------- --------- ------------
OPERATING ACTIVITIES
Net income (loss) $ 15,095 $ 3,255 $ 43,943 $(25,561)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating activities:
Noncash reorganization expense (gain) -- -- (68,299) 1,464
Provision for obsolete inventories 356 456 -- 424
Provision for bad debts 2,153 1,043 -- 1,760
Lower of cost or market inventory adjustment -- -- -- 1,228
Depreciation 11,740 10,871 -- 22,530
Amortization of identifiable intangible assets 7,124 7,121 -- 3,819
Amortization of deferred financing costs and
premium/discount on notes 2,110 2,070 -- 2,242
Loss on sale of discontinued operations -- -- -- 2,456
Loss on disposal of property, plant and equipment 953 465 -- 195
Deferred income taxes (5,191) 3,620 -- (10,337)
Changes in operating assets and liabilities:
Accounts receivable (6,628) (26,847) -- (794)
Inventories 1,640 (2,013) -- (6,995)
Other current assets 281 (1,254) -- (3,047)
Accounts payable 1,155 (2,619) -- 3,184
Accrued liabilities 6,719 7,749 -- 29,978
Postretirement benefit obligations (171) 256 -- 575
Other liabilities (3,749) (1,428) -- (119)
-------- -------- -------- --------
Net cash provided by (used in) operating activities 33,587 2,745 (24,356) 23,002
INVESTING ACTIVITIES
Proceeds from disposition of business, net of fees -- -- -- 648
Purchase of property, plant and equipment (17,572) (12,713) -- (11,900)
Proceeds from sale of property, plant and equipment 905 55 -- 40
Other 347 475 -- (105)
-------- -------- -------- --------
Net cash used in investing activities (16,320) (12,183) -- (11,317)
FINANCING ACTIVITIES
Proceeds from long-term debt 84 14,450 -- 815
Payments on long-term debt (13,716) (5,012) -- (13,017)
Debt issuance costs (151) -- -- (1,291)
-------- -------- -------- --------
Net cash provided by (used in) financing activities (13,783) 9,438 -- (13,493)
-------- -------- -------- --------
Increase (decrease) in cash and cash equivalents 3,484 -- (24,356) (1,808)
Cash and cash equivalents at beginning of year -- -- 24,356 26,164
-------- -------- -------- --------
Cash and cash equivalents at end of year $ 3,484 $ -- $ -- $ 24,356
======== ======== ======== ========
Supplemental disclosures of cash flows information:
Interest paid $ 31,315 $ 24,182 $ -- $ 34,995
Income taxes paid (refunded) 5,622 568 -- (18,032)
See accompanying notes.
43
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Neenah Foundry Company (Neenah), together with its subsidiaries (collectively,
the Company), manufactures gray and ductile iron castings and forged components
for sale to industrial and municipal customers. Industrial castings are
custom-engineered and are produced for customers in several industries,
including the medium and heavy-duty truck components, farm equipment, heating,
ventilation and air-conditioning industries. Municipal castings include manhole
covers and frames, storm sewer frames and grates, tree grates and specialty
castings for a variety of applications and are sold principally to state and
local government entities, utilities and contractors. The Company's sales
generally are unsecured.
Neenah is a wholly owned subsidiary of NFC Castings, Inc., which is a wholly
owned subsidiary of ACP Holding Company. Neenah has the following subsidiaries,
all of which are wholly owned: Deeter Foundry, Inc. (Deeter); Mercer Forge
Corporation and subsidiaries (Mercer); Dalton Corporation and subsidiaries
(Dalton); Advanced Cast Products, Inc. and subsidiaries (Advanced Cast
Products); Gregg Industries, Inc. (Gregg); Neenah Transport, Inc. (Transport)
and Cast Alloys, Inc. (Cast Alloys), which is inactive. Deeter manufactures gray
iron castings for the municipal market and special application construction
castings. Mercer manufactures forged components for use in transportation,
railroad, mining and heavy industrial applications and microalloy forgings for
use by original equipment manufacturers and industrial end users. Dalton
manufactures gray iron castings for refrigeration systems, air conditioners,
heavy equipment, engines, gear boxes, stationary transmissions, heavy-duty truck
transmissions and other automotive parts. Advanced Cast Products manufactures
ductile and malleable iron castings for use in various industrial segments,
including heavy truck, construction equipment, railroad, mining and automotive.
Gregg manufactures gray and ductile iron castings for industrial and commercial
use. Transport is a common and contract carrier licensed to operate in the
continental United States. The majority of Transport's revenues are derived from
transport services provided to the Company.
On August 5, 2003, the Company filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code with the United States
Bankruptcy Court, District of Delaware (the Bankruptcy Court). On September 26,
2003, the Bankruptcy Court confirmed the Company's Plan of Reorganization, and
on October 8, 2003, the Company consummated the Plan of Reorganization and
emerged from its Chapter 11 reorganization proceedings with a significantly
restructured balance sheet. The accompanying consolidated financial statements
for
44
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
1. ORGANIZATION AND DESCRIPTION OF BUSINESS (CONTINUED)
the year ended September 30, 2003, and the portion of October 1, 2003 related to
the reorganization gain have been prepared in accordance with American Institute
of Certified Public Accountant's Statement of Position 90-7, "Financial
Reporting by Entities in Reorganization under the Bankruptcy Code" (SOP 90-7).
The Company implemented the fresh start accounting provisions (fresh start) of
SOP 90-7 as of October 1, 2003. Under fresh start, the fair value of the
reorganized Company was allocated among its assets and liabilities, and its
accumulated deficit as of October 1, 2003 was eliminated. The implementation of
fresh start resulted in a substantial reduction in the carrying value of the
Company's long-lived assets, including property, plant and equipment and
intangible assets, and long-term liabilities. As a result, the Predecessor
financial statements are not comparable to the financial statements of the
reorganized company.
Although the effective date of the Plan of Reorganization was October 8, 2003,
due to the immateriality of the results of operations for the period between
October 1, 2003 and the effective date, the Company has accounted for the
consummation of the Plan of Reorganization as if it had occurred on October 1,
2003 and implemented fresh start reporting as of that date. Fresh start required
that the Company adjust the historical cost of its assets and liabilities to
their fair value. The fair value of the reorganized Company, or the
reorganization value, of approximately $290,000 was determined by an independent
party based on multiples of earnings before interest, income taxes, depreciation
and amortization (EBITDA) and discounted cash flows under the Company's
financial projections.
Reorganization gain for the Predecessor on October 1, 2003 consisted of the
following:
Net gain on extinguishment of debt $ 168,208
Net loss resulting from fresh start fair value
adjustments to assets and liabilities (124,265)
---------
Total reorganization gain $ 43,943
=========
45
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Neenah and its
subsidiaries. All significant intercompany accounts and transactions have been
eliminated in consolidation.
USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
ACCOUNTS RECEIVABLE
The Company evaluates the collectibility of its accounts receivable based on a
number of factors. For larger accounts, an allowance for doubtful accounts is
recorded based on the applicable parties' ability and likelihood to pay based on
management's review of the facts. For all other accounts, the Company recognizes
an allowance based on the length of time the receivable is past due based on
historical experience.
INVENTORIES
Inventories at September 30, 2005 and 2004 are stated at the lower of cost or
market. The cost of inventories for Neenah and Dalton is determined on the
last-in, first-out (LIFO) method for substantially all inventories except
supplies, for which cost is determined on the first-in, first-out (FIFO) method.
The cost of inventories for Deeter, Mercer, Advanced Cast Products and Gregg is
determined on the FIFO method. LIFO inventories comprise 42% and 47% of total
inventories at September 30, 2005 and 2004, respectively. If the FIFO method of
inventory valuation had been used by all companies, inventories would have been
approximately $6,901 and $4,938 higher than reported at September 30, 2005 and
2004, respectively. Additionally, cost of sales in the accompanying consolidated
statement of operations would have been approximately $1,039 higher for the year
ended September 30, 2005 had the Company not experienced a decrement in
inventory quantities that are valued on the LIFO method.
46
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment acquired prior to September 30, 2003 are stated at
fair value, as required by fresh start accounting. Additions to property, plant
and equipment subsequent to October 1, 2003 are stated at cost. Depreciation for
financial reporting purposes is provided over the estimated useful lives (3 to
40 years) of the respective assets using the straight-line method.
DEFERRED FINANCING COSTS
Costs incurred to obtain long-term financing are amortized using the effective
interest method over the term of the related debt.
IDENTIFIABLE INTANGIBLE ASSETS
Identifiable intangible assets are amortized on a straight-line basis over the
estimated useful lives of 10 to 40 years.
GOODWILL
Goodwill is tested for impairment annually during the fourth fiscal quarter or
more frequently if an event indicates that the goodwill might be impaired in
accordance with Statement of Financial Accounting Standards (SFAS) No. 142,
"Goodwill and Other Intangible Assets." Based on such tests, there was no
impairment of goodwill recorded in fiscal 2005 or 2004.
IMPAIRMENT OF LONG-LIVED ASSETS
Property, plant and equipment and identifiable intangible assets are reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. If the sum of the expected undiscounted
cash flows is less than the carrying value of the related asset or group of
assets, a loss is recognized for the difference between the fair value and
carrying value of the asset or group of assets. Such analyses necessarily
involve significant judgment.
47
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
REVENUE RECOGNITION
Revenues are recognized when all of the following criteria are met: persuasive
evidence of an arrangement exists; delivery has occurred and ownership has
transferred to customer; the price to the customer is fixed and determinable;
and collectibility is reasonably assured. The Company meets these criteria for
revenue recognition upon shipment of product, which corresponds with transfer of
title.
SHIPPING AND HANDLING COSTS
Shipping and handling costs are included in cost of sales.
ADVERTISING COSTS
Advertising costs are expensed as incurred. Advertising costs for continuing
operations were $470, $525 and $445 for the years ended September 30, 2005, 2004
and 2003, respectively.
INCOME TAXES
Deferred income taxes are provided for temporary differences between the
financial reporting and income tax basis of the Company's assets and liabilities
and are measured using currently enacted tax rates and laws.
FINANCIAL INSTRUMENTS
The carrying value of the Company's financial instruments, including cash,
accounts receivable and accounts payable approximate fair value. The fair value
of the Company's long-term debt is approximately $285,838 at September 30, 2005.
The fair value of the Senior Subordinated and Senior Secured Notes with a face
value of $233,130 is based on quoted market prices.
RECLASSIFICATIONS
Certain reclassifications have been made to the prior year financial statements
to conform to the current year presentation.
48
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NEW ACCOUNTING PRONOUNCEMENTS
In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS
No. 151, "Inventory Costs, an Amendment of ARB No. 43, Chapter 4." SFAS No. 151
clarifies that abnormal amounts of idle facility expense, freight, handling
costs, and wasted materials (spoilage) should be recognized as current-period
charges and requires the allocation of fixed production overhead to inventory
based on the normal capacity of the production facilities. SFAS No. 151 is
effective for inventory costs incurred during fiscal years beginning after June
15, 2005. Adoption of SFAS No. 151 is not expected to have a material impact on
the Company's financial condition, results of operations or cash flows.
On December 16, 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment," which is a revision of SFAS No. 123, "Accounting for Stock-Based
Compensation". SFAS No. 123(R) supersedes APB Opinion No. 25, "Accounting for
Stock Issued to Employees," and amends SFAS No. 95, "Statement of Cash Flows."
Generally, the approach in SFAS No. 123(R) is similar to the approach described
in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the
income statement based on their fair values. Pro forma disclosure is no longer
an alternative.
Under the amended compliance dates adopted by the Securities and Exchange
Commission, SFAS No. 123(R) must be adopted by the Company no later than October
1, 2005, the beginning of the Company's next fiscal year. The adoption of SFAS
No. 123(R) will not have a material impact on the Company's results of
operations or financial position as the Company has no stock-based compensation
plans.
3. DISCONTINUED OPERATIONS
On December 27, 2002, the Company sold substantially all of the assets of
Belcher Corporation (Belcher) foundry (a wholly-owned subsidiary of Advanced
Cast Products) for cash of $648 (net of fees and escrow deposits), a $1,500 note
receivable and $1,000 of preferred stock of the buyer. The disposition of
Belcher resulted in a loss of $1,596, net of taxes of $860. Included in the loss
on disposal is a curtailment loss on Belcher's defined-benefit pension plan of
$367, net of taxes of $198, which was retained by the Company. The results of
operations of Belcher have been reported as discontinued operations in the
consolidated statements of operations for all periods presented.
49
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
3. DISCONTINUED OPERATIONS (CONTINUED)
Revenues for Belcher, which were previously included in the Castings segment,
for the year ended September 30, 2003 were $3,186. Interest allocated to Belcher
of $139 for the year ended September 30, 2003 was based on the purchase price of
Belcher in relation to the purchase price of all other acquisitions funded by
additional Company borrowings.
4. INVENTORIES
Inventories consist of the following as of September 30:
2005 2004
------- -------
Raw materials $ 6,905 $ 5,218
Work in process and finished goods 37,088 41,566
Supplies 15,130 14,335
------- -------
$59,123 $61,119
======= =======
5. INTANGIBLE ASSETS
Identifiable intangible assets consist of the following as of September 30:
2005 2004
----------------------- -----------------------
GROSS GROSS
CARRYING ACCUMULATED CARRYING ACCUMULATED
AMOUNT AMORTIZATION AMOUNT AMORTIZATION
-------- ------------ -------- ------------
Amortizable intangible assets:
Customer lists $67,000 $13,401 $67,000 $6,700
Tradenames 16,282 823 16,282 411
Other 155 21 155 10
------- ------- ------- ------
$83,437 $14,245 $83,437 $7,121
======= ======= ======= ======
The Company does not have any intangible assets deemed to have indefinite lives.
The Company expects to recognize amortization expense of $7,124 in each of the
five fiscal years subsequent to September 30, 2005.
50
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
6. LONG-TERM DEBT
Long-term debt consists of the following as of September 30:
2005 2004
-------- --------
13% Senior Subordinated Notes $100,000 $100,000
11% Senior Secured Notes, less unamortized discount of $7,921
and $9,506 124,607 123,022
Term Loan Facilities 16,564 19,719
Revolving Credit Facility 30,502 39,477
Other 81 1,583
-------- --------
271,754 283,801
Less current portion 33,668 44,215
-------- --------
$238,086 $239,586
======== ========
The Company's Credit Facility provides for a revolving credit line of up to
$92,085 (with a $5,000 sublimit available for letters of credit and a term loan
in the aggregate original principal amount of $22,085 which requires annual
principal payments of $3,155 through fiscal 2008, with the remainder due in
fiscal 2009). The Credit Facility matures on October 8, 2009. The Credit
Facility contains various financial and nonfinancial covenants and is secured by
substantially all of the Company's tangible and intangible assets. The interest
rate on the Credit Facility is based on LIBOR (4% at September 30, 2005) or
prime plus an applicable margin, based upon the Company meeting certain
financial statistics. The weighted-average interest rate on the revolving credit
line outstanding borrowings at September 30, 2005 is 5.85%. Substantially all of
Neenah's wholly owned subsidiaries are co-borrowers with Neenah under the Credit
Facility and are jointly and severally liable with Neenah for all obligations
under the Credit Facility, subject to customary exceptions for transactions of
this type. In addition, NFC Castings, Inc. (NFC), Neenah's immediate parent, and
the remaining wholly owned subsidiaries of Neenah jointly and severally
guarantee Neenah's obligations under the Credit Facility, subject to customary
exceptions for transactions of this type. The borrowers' and guarantors'
obligations under the Credit Facility are secured by a first priority perfected
security interest, subject to customary restrictions, in substantially all of
the tangible and intangible assets of the Company and its subsidiaries. The
Senior Secured Notes, and the guarantees in respect thereof, are equal in right
of payment to the Credit Facility, and the guarantees in respect thereof. The
liens in respect of the Senior Secured Notes are junior to the liens securing
the Credit Facility and guarantees thereof. Borrowings under the Revolving
Credit Facility have been classified as current liabilities in the accompanying
consolidated balance sheets in accordance with the consensus of Emerging Issues
Task Force No. 95-22,
51
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
"Balance Sheet Classification of Borrowings Outstanding under Revolving Credit
Agreements that include both a Subjective Acceleration Clause and a Lock-Box
Arrangement."
The Senior Secured Notes mature on September 30, 2010 and bear interest at 11%.
Interest is payable semiannually on January 1 and July 1. The Senior Secured
Notes are secured by substantially all of the Company's tangible and intangible
assets; however, they are second in priority to the borrowings under the Credit
Facility. The Company's obligations under the Senior Secured Notes are
guaranteed on a secured basis by each of its wholly owned subsidiaries.
52
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
6. LONG-TERM DEBT (CONTINUED)
The Senior Subordinated Notes are unsecured, mature on September 30, 2013 and
bear interest at 13%. Interest of 5% is payable in cash and 8% may be
paid-in-kind semiannually on January 1 and July 1. Through July 1, 2005, the
Company has paid the interest in cash.
The Senior Secured and the Senior Subordinated Notes contain covenants which
restrict the Company from incurring additional indebtedness and restricts
dividend payments, stock redemptions and certain other transactions. The Senior
Secured and the Senior Subordinated Notes are fully, unconditionally, jointly
and severally guaranteed by all subsidiaries.
Scheduled annual principal payments on long-term debt for fiscal years
subsequent to September 30, 2005 are:
2006 $ 33,668
2007 3,166
2008 3,167
2009 7,112
2010 124,620
Thereafter 100,021
--------
$271,754
========
7. COMMITMENTS AND CONTINGENCIES
The Company leases certain plants, warehouse space, machinery and equipment,
office equipment and vehicles under operating leases. Rent expense for
continuing operations under these operating leases for the years ended September
30, 2005, 2004 and 2003 totaled $2,920, $2,999 and $2,885, respectively.
Minimum rental payments due under operating leases for fiscal years subsequent
to September 30, 2005, are as follows:
2006 $2,015
2007 1,637
2008 1,267
2009 689
2010 538
Thereafter 479
------
$6,625
======
53
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
7. COMMITMENTS AND CONTINGENCIES (CONTINUED)
The Company is partially self-insured for workers' compensation claims. An
accrued liability is recorded for claims incurred but not yet paid or reported
and is based on current and historical claim information. The accrued liability
may ultimately be settled for an amount different than the recorded amount.
Adjustments of the accrued liability are recorded in the period in which they
become known.
Approximately 67% of the Company's work force is covered by collective
bargaining agreements. The collective bargaining agreement for Advanced Cast
Products was scheduled to expire in October 2005 and has been extended through
fiscal 2009.
In the normal course of business, the Company is named in legal proceedings.
There are currently no material legal proceedings pending with respect to the
Company. On August 5, 2005 the Company settled a legal matter related to the
proposed sale of one of its subsidiaries by paying a cash settlement of $6,500.
8. INCOME TAXES
The provision (credit) for income taxes consists of the following:
REORGANIZED PREDECESSOR
---------------- -----------
YEARS ENDED SEPTEMBER 30
------------------------------
2005 2004 2003
------- ------ --------
Current:
Federal $ 7,032 $ (700) $ --
State 1,568 721 346
8,600 21 346
Deferred (5,191) 3,620 (10,337)
------- ------ --------
$ 3,409 $3,641 $ (9,991)
======= ====== ========
The provision (credit) for income taxes is included in the consolidated
statements of operations as follows:
REORGANIZED PREDECESSOR
--------------- -----------
YEARS ENDED SEPTEMBER 30
-----------------------------
2005 2004 2003
------ ------ -------
Continuing operations $3,409 $3,881 $(8,541)
Discontinued operations -- (240) (1,450)
------ ------ -------
$3,409 $3,641 $(9,991)
====== ====== =======
54
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
8. INCOME TAXES (CONTINUED)
The provision (credit) for income taxes differs from the amount computed by
applying the federal statutory rate of 35% to income (loss) before income taxes
as follows:
REORGANIZED PREDECESSOR
---------------- -----------
YEARS ENDED SEPTEMBER 30
------------------------------
2005 2004 2003
------- ------ --------
Provision (credit) at statutory rate $ 6,476 $2,414 $(12,443)
State income taxes, net of federal taxes 815 469 225
Reorganization expenses -- -- 2,244
Permanent differences due to reorganization (885) 763 --
Change in tax method of determining LIFO inventory (2,679) -- --
Other (318) (5) (17)
------- ------ --------
Provision (credit) for income taxes $ 3,409 $3,641 $ (9,991)
======= ====== ========
55
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
8. INCOME TAXES (CONTINUED)
Deferred income tax assets and liabilities consist of the following as of
September 30:
2005 2004
-------- --------
Deferred income tax liabilities:
Inventories $ (905) $ (4,118)
Property, plant and equipment (10,939) (10,243)
Identifiable intangible assets (27,677) (30,526)
Other (382) (570)
-------- --------
(39,903) (45,457)
Deferred income tax assets:
Employee benefit plans 14,972 12,208
Accrued vacation 2,191 2,148
Other accrued liabilities 1,414 587
State net operating loss carryforwards 264 --
Other 871 518
-------- --------
Total deferred tax assets 19,712 15,461
Valuation allowance for deferred income tax assets (264) --
======== ========
19,448 15,461
======== ========
Net deferred income tax liability $(20,455) $(29,996)
======== ========
Included in the consolidated balance sheets as:
Current deferred income tax asset (liability) $ 3,304 $ (1,360)
Noncurrent deferred income tax liability (23,759) (28,636)
-------- --------
$(20,455) $(29,996)
======== ========
As of September 30, 2005, the Company has state net operating loss carryforwards
of $2,733 which expire through fiscal 2015. A full valuation allowance has been
established for all state net operating loss carryforwards due to the
uncertainty regarding the realization of the deferred tax benefit through future
earnings.
56
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
9. EMPLOYEE BENEFIT PLANS
DEFINED-BENEFIT PENSION PLANS AND POSTRETIREMENT BENEFITS
The Company sponsors five defined-benefit pension plans covering the majority of
its hourly employees. Retirement benefits under the pension plans are based on
years of service and defined-benefit rates. The Company has elected a
measurement date of June 30 for all of its pension plans. The Company funds the
pension plans based on actuarially determined cost methods allowable under
Internal Revenue Service regulations.
The Company also sponsors unfunded defined-benefit postretirement health care
plans covering substantially all salaried and hourly employees at Neenah and
their dependents. For salaried employees at Neenah, benefits are provided from
the date of retirement for the duration of the employee's life, while benefits
for hourly employees at Neenah are provided from retirement to age 65. Retirees'
contributions to the plans are based on years of service and age at retirement.
The Company funds benefits as incurred. The Company has elected a measurement
date of June 30 for these plans.
FASB Financial Staff Position No. FAS 106-2, "Accounting and Disclosure
Requirements Related to the Medicare Prescription Drug, Improvement and
Modernization Act of 2003" (the Act), addresses the impact of the Act enacted in
December 2003. The Act provides a prescription drug subsidy benefit for Medicare
eligible employees starting in 2006. During fiscal 2005, it was determined that
the benefit levels of the Company's defined-benefit postretirement health care
plan covering salaried employees met the criteria set forth by the Act to
qualify for the subsidy. Effective with the June 30, 2005 measurement date, the
effects of the subsidy were used in measuring the plan's benefit obligation and
net periodic postretirement benefit cost. The effect of the subsidy was to
reduce the net periodic postretirement benefit cost by approximately $56 for the
year ended September 30, 2005 and reduce the accumulated postretirement benefit
obligation by approximately $415 as of the June 30, 2005 measurement date. The
amount of subsidy payments expected to be received is approximately $42 per year
in fiscal 2006 and future years.
57
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
9. EMPLOYEE BENEFIT PLANS (CONTINUED)
OBLIGATIONS AND FUNDED STATUS
The following table summarizes the funded status of the pension plans and
postretirement benefit plans and the amounts recognized in the consolidated
balance sheets at September 30, 2005 and 2004:
PENSION POSTRETIREMENT
BENEFITS BENEFITS
------------------- -------------------
2005 2004 2005 2004
-------- -------- -------- --------
Change in benefit obligation:
Benefit obligation, October 1 $ 62,190 $ 60,049 $ 8,914 $ 10,319
Service cost 2,008 1,964 161 215
Interest cost 3,870 3,663 363 393
Plan amendments -- -- -- (461)
Actuarial (gains) losses 12,548 (1,761) (1,655) (1,185)
Benefits paid (2,454) (1,725) (432) (367)
-------- -------- -------- --------
Benefit obligation, September 30 $ 78,162 $ 62,190 $ 7,351 $ 8,914
======== ======== ======== ========
Change in plan assets:
Fair value of plan assets, October 1 $ 49,020 $ 43,489 $ -- $ --
Actual return on plan assets 3,892 3,845 -- --
Company contributions 4,190 3,411 432 367
Benefits paid (2,454) (1,725) (432) (367)
-------- -------- -------- --------
Fair value of plan assets, September 30 $ 54,648 $ 49,020 $ -- $ --
======== ======== ======== ========
Funded status of the plans:
Benefit obligation in excess of plan assets $(23,514) $(13,170) $ (7,351) $ (8,914)
Unrecognized prior service cost -- -- (429) (461)
4th quarter contributions 1,200 -- 109 122
Unrecognized net (gains) losses 10,789 (1,986) (2,733) (1,322)
-------- -------- -------- --------
$(11,525) $(15,156) $(10,404) $(10,575)
======== ======== ======== ========
Amounts recognized in the consolidated
balance sheets at September 30:
Accrued pension or postretirement
benefit liability $(22,401) $(15,156) $(10,404) $(10,575)
Deferred income tax asset 4,350 -- -- --
Accumulated other comprehensive loss 6,526 -- -- --
-------- -------- -------- --------
$(11,525) $(15,156) $(10,404) $(10,575)
======== ======== ======== ========
The accumulated benefit obligation for the Company's defined benefit pension
plans was $78,162 and $62,190 at September 30, 2005 and 2004, respectively.
58
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
9. EMPLOYEE BENEFIT PLANS (CONTINUED)
BENEFIT COSTS
Components of net periodic benefit cost for the years ended September 30 are as
follows:
PENSION BENEFITS POSTRETIREMENT BENEFITS
--------------------------- -----------------------
2005 2004 2003 2005 2004 2003
------- ------- ------- ----- ---- ------
Service cost $ 2,008 $ 1,964 $ 1,798 $ 161 $286 $ 319
Interest cost 3,870 3,663 3,433 363 523 592
Expected return on
plan assets (4,157) (3,630) (3,265) -- -- --
Amortization of prior
service cost -- -- 146 (32) (32) 45
Recognized net
actuarial (gain) loss 2 20 515 (244) (33) 47
------- ------- ------- ----- ---- ------
Net periodic benefit
cost $ 1,723 $ 2,017 $ 2,627 $ 248 $744 $1,003
======= ======= ======= ===== ==== ======
The net periodic benefit costs are included in continuing operations in the
consolidated statements of operations for all periods, except for the year ended
September 30, 2003, of which $195 is recorded as discontinued operations.
ASSUMPTIONS
Weighted-average assumptions used to determine benefit obligations as of
September 30 are as follows:
PENSION BENEFITS POSTRETIREMENT BENEFITS
---------------- -----------------------
2005 2004 2005 2004
---- ---- ---- ----
Discount rate 5.25% 6.25% 5.25% 6.25%
59
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
9. EMPLOYEE BENEFIT PLANS (CONTINUED)
Weighted-average assumptions used to determine net periodic benefit cost for the
years ended September 30 are as follows:
PENSION BENEFITS POSTRETIREMENT BENEFITS
--------------------------------------------- -----------------------
2005 2004 2003 2005 2004 2003
------------- ------------- ------------- ---- ---- ----
Discount rate 6.25% 6.25% 6.25% to 7.25% 6.25% 6.25% 6.25%
Expected long-term rate
of return on plan
assets 7.50% TO 8.50% 7.50% to 8.50% 7.50% to 8.50% -- -- --
For measurement purposes, the healthcare cost trend rate was assumed to be 8%
decreasing gradually to 5.0% in 2010 and then remaining at that level
thereafter. The healthcare cost trend rate assumption has a significant effect
on the amounts reported. A one percentage point change in the healthcare cost
trend rate would have the following effect:
1% Increase 1% Decrease
----------- -----------
Effect on total of service cost and interest cost $ 114 $ (87)
Effect on postretirement benefit obligation 1,454 (1,122)
PENSION PLAN ASSETS
The following table summarizes the weighted-average asset allocations of the
pension plans at September 30:
2005 2004
---- ----
Asset category:
Equity securities 47% 47%
Debt securities 34 37
Real estate 3 3
Other 16 13
--- ---
100% 100%
=== ===
60
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
9. EMPLOYEE BENEFIT PLANS (CONTINUED)
The Company employs a total return investment approach whereby a mix of equities
and fixed income investments are used to maximize the long-term return of plan
assets for a prudent level of risk. The intent of this strategy is to minimize
plan expenses by maximizing investment returns within that prudent level of
risk. The investment portfolio contains a diversified blend of equity and fixed
income investments. Furthermore, equity investments are diversified across U.S.
and non-U.S. stocks as well as growth, value, and small and large
capitalizations. The Company's targeted asset allocation ranges as a percentage
of total market value are as follows: equity securities 45% to 50% and debt
securities 35% to 40%. None of the plans' equity securities are invested in
common stock of the plan sponsor's parent company, ACP Holding Company.
Additionally, cash balances are maintained at levels adequate to meet near term
plan expenses and benefit payments. Investment risk is measured and monitored on
an ongoing basis through quarterly investment portfolio reviews.
The Company's overall expected long-term rate of return on assets is 7.50% to
8.50%. The expected long-term rate of return is based on the portfolio as a
whole and not on the sum of the returns on individual asset categories. The
return is based on historical returns adjusted to reflect the current view of
the long-term investment market.
BENEFIT PAYMENTS AND CONTRIBUTIONS
The following benefit payments, which reflect expected future service, as
appropriate, and are net of expected Medicare subsidy receipts, are expected to
be paid for fiscal years subsequent to September 30, 2005:
2006 $ 2,613
2007 2,758
2008 2,907
2009 3,259
2010 3,471
2011 - 2015 22,017
-------
$37,025
=======
The Company expects to contribute $5,071 to its pension plans during fiscal
2006.
61
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
9. EMPLOYEE BENEFIT PLANS (CONTINUED)
DEFINED-CONTRIBUTION RETIREMENT PLANS
The Company sponsors various defined-contribution retirement plans (the Plans)
covering substantially all salaried and certain hourly employees. The Plans
allow participants to make 401(k) contributions in amounts ranging from 1% to
15% of their compensation. The Company matches between 35% and 50% of the
participants' contributions up to a maximum of 6% of the employee's
compensation, as defined. The Company may make additional voluntary
contributions to the Plans as determined annually by the Board of Directors.
Total Company contributions for continuing operations amounted to $1,861, $1,195
and $1,694 for the years ended September 30, 2005, 2004 and 2003, respectively.
OTHER EMPLOYEE BENEFITS
The Company provides unfunded supplemental retirement benefits to certain active
and retired employees at Dalton. At September 30, 2005, the present value of the
current and long-term portion of these supplemental retirement obligations
totaled $232 and $2,347, respectively. At September 30, 2004, the present value
of the current and long-term portion of these supplemental retirement
obligations totaled $215 and $2,656, respectively.
Certain of Dalton's hourly employees are covered by a multi-employer,
defined-benefit pension plan pursuant to a collective bargaining agreement. The
Company's expense for the years ended September 30, 2005, 2004 and 2003, was
$337, $361 and $417, respectively.
Substantially all of Mercer's union employees are covered by a multiemployer,
defined-benefit pension plan pursuant to a collective bargaining agreement. The
Company's expense for the years ended September 30, 2005, 2004 and 2003, was
$290, $141 and $102, respectively.
10. SEGMENT INFORMATION
The Company has two reportable segments, Castings and Forgings. The Castings
segment manufactures and sells gray and ductile iron castings for the industrial
and municipal markets, while the Forgings segment manufactures forged components
for the industrial market. The Other segment includes machining operations and
freight hauling.
62
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
10. SEGMENT INFORMATION (CONTINUED)
The Company evaluates performance and allocates resources based on the operating
income before depreciation and amortization charges of each segment. The
accounting policies of the reportable segments are the same as those described
in the summary of significant accounting policies. Intersegment sales and
transfers are recorded at cost plus a share of operating profit. The following
segment information is presented for continuing operations:
REORGANIZED PREDECESSOR
------------------- -----------
YEARS ENDED SEPTEMBER 30
---------------------------------
2005 2004 2003
-------- -------- -----------
Revenues from external customers:
Castings $491,159 $414,575 $ 349,410
Forgings 44,348 29,853 20,861
Other 22,507 22,035 19,185
Elimination of intersegment revenues (16,242) (15,521) (14,393)
-------- -------- ---------
$541,772 $450,942 $ 375,063
======== ======== =========
Income (loss) from continuing operations:
Castings $ 15,095 $ 3,614 $ (22,870)
Forgings (570) (2,482) (6,819)
Other 189 1,980 (150)
Elimination of intersegment loss 381 502 6,969
-------- -------- ---------
$ 15,095 $ 3,614 $ (22,870)
======== ======== =========
Total assets:
Castings $475,725 $478,820 $ 641,870
Forgings 7,040 8,110 38,454
Other 13,268 12,097 10,971
Elimination of intersegment assets (83,478) (91,587) (154,461)
-------- -------- ---------
$412,555 $407,440 $ 536,834
======== ======== =========
63
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
10. SEGMENT INFORMATION (CONTINUED)
CASTINGS FORGINGS OTHER TOTAL
-------- -------- ------ -------
Year ended September 30, 2005 (Reorganized):
Interest expense $29,543 $3,387 $ 489 $33,419
Interest income 13 -- -- 13
Provision for income taxes 1,642 479 1,288 3,409
Depreciation and amortization expense 16,979 815 1,070 18,864
Expenditures for long-lived assets 15,966 948 658 17,572
Year ended September 30, 2004 (Reorganized):
Interest expense $29,392 $3,476 $ 524 $33,392
Interest income 29 -- -- 29
Provision (credit) for income taxes 3,648 (385) 618 3,881
Depreciation and amortization expense 16,254 749 989 17,992
Expenditures for long-lived assets 11,589 398 726 12,713
Year ended September 30, 2003 (Predecessor):
Interest expense $41,907 $4,803 $ 735 $47,445
Interest income 825 -- -- 825
Provision (credit) for income taxes (8,331) (622) 412 (8,541)
Depreciation and amortization expense 22,522 2,277 1,296 26,095
Expenditures for long-lived assets 11,112 217 571 11,900
GEOGRAPHIC INFORMATION
LONG-LIVED
NET SALES ASSETS (1)
--------- ----------
Year ended September 30, 2005 (Reorganized):
United States $509,104 $ 91,250
Foreign countries 32,668 --
-------- --------
$541,772 $ 91,250
======== ========
Year ended September 30, 2004 (Reorganized):
United States $428,081 $ 87,276
Foreign countries 22,861 --
-------- --------
$450,942 $ 87,276
======== ========
Year ended September 30, 2003 (Predecessor):
United States $364,318 $162,969
Foreign countries 10,745 --
-------- --------
$375,063 $162,969
======== ========
(1) Represents tangible long-lived assets only.
64
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
11. GUARANTOR SUBSIDIARIES
The following tables present condensed consolidating financial information for
fiscal 2005 and the period from October 1, 2003 to September 30, 2004
(Reorganized Company) and fiscal 2003 (Predecessor Company) for: (a) Neenah, and
(b) on a combined basis, the guarantors of the Senior Secured Notes and the
Senior Subordinated Notes, which include all of the wholly owned subsidiaries of
Neenah (Subsidiary Guarantors). Separate financial statements of the Subsidiary
Guarantors are not presented because the guarantors are jointly, severally and
unconditionally liable under the guarantees, and the Company believes separate
financial statements and other disclosures regarding the Subsidiary Guarantors
are not material to investors.
65
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
11. GUARANTOR SUBSIDIARIES (CONTINUED)
CONDENSED CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 2005
SUBSIDIARY
NEENAH GUARANTORS ELIMINATIONS CONSOLIDATED
-------- ---------- ------------ ------------
ASSETS
Current assets:
Cash (overdraft) and cash equivalents $ 4,952 $ (1,468) $ -- $ 3,484
Accounts receivable, net 37,085 48,710 -- 85,795
Inventories 22,754 36,369 -- 59,123
Deferred income taxes 4,537 (1,233) -- 3,304
Other current assets 3,908 2,989 -- 6,897
-------- -------- --------- --------
Total current assets 73,236 85,367 -- 158,603
Investments in and advances to subsidiaries 114,430 -- (114,430) --
Property, plant and equipment, net 36,519 54,731 -- 91,250
Deferred financing costs, identifiable
intangible assets and goodwill, net 140,435 17,648 -- 158,083
Other assets 1,834 2,785 -- 4,619
-------- -------- --------- --------
$366,454 $160,531 $(114,430) $412,555
======== ======== ========= ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 8,442 $ 21,863 $ -- $ 30,305
Net intercompany payable -- 81,907 (81,907) --
Income taxes payable 5,562 -- -- 5,562
Accrued wages and employee benefits 7,701 8,885 -- 16,586
Accrued interest 7,134 -- -- 7,134
Other accrued liabilities 469 1,942 -- 2,411
Current portion of long-term debt 33,658 10 -- 33,668
-------- -------- --------- --------
Total current liabilities 62,966 114,607 (81,907) 95,666
Long-term debt 238,015 71 -- 238,086
Deferred income taxes 20,539 3,220 -- 23,759
Postretirement benefit obligations 10,404 -- -- 10,404
Other liabilities 17,177 10,110 -- 27,287
Stockholder's equity 17,353 32,523 (32,523) 17,353
-------- -------- --------- --------
$366,454 $160,531 $(114,430) $412,555
======== ======== ========= ========
66
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
11. GUARANTOR SUBSIDIARIES (CONTINUED)
CONDENSED CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 2004
SUBSIDIARY
NEENAH GUARANTORS ELIMINATIONS CONSOLIDATED
-------- ---------- ------------ ------------
ASSETS
Current assets:
Cash (overdraft) and cash equivalents $ 1,683 $ (1,683) $ -- $ --
Accounts receivable, net 39,487 41,833 -- 81,320
Inventories 25,481 35,638 -- 61,119
Deferred income taxes 4,086 (4,086) -- --
Other current assets 3,638 3,540 -- 7,178
-------- -------- --------- --------
Total current assets 74,375 75,242 -- 149,617
Investments in and advances to subsidiaries 111,982 -- (111,982) --
Property, plant and equipment, net 31,683 55,593 -- 87,276
Deferred financing costs, identifiable
intangible assets and goodwill, net 146,515 19,066 -- 165,581
Other assets 1,895 3,071 -- 4,966
-------- -------- --------- --------
$366,450 $152,972 $(111,982) $407,440
======== ======== ========= ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 8,457 $ 20,693 $ -- $ 29,150
Net intercompany payable -- 73,527 (73,527) --
Income taxes payable 2,831 -- -- 2,831
Accrued wages and employee benefits 5,616 7,265 -- 12,881
Accrued interest 7,140 -- -- 7,140
Other accrued liabilities 467 1,655 -- 2,122
Deferred income taxes -- 1,360 -- 1,360
Current portion of long-term debt 42,632 1,583 -- 44,215
-------- -------- --------- --------
Total current liabilities 67,143 106,083 (73,527) 99,699
Long-term debt 239,586 -- -- 239,586
Deferred income taxes 27,747 889 -- 28,636
Postretirement benefit obligations 10,575 -- -- 10,575
Other liabilities 12,615 7,545 -- 20,160
Stockholder's equity 8,784 38,455 (38,455) 8,784
-------- -------- --------- --------
$366,450 $152,972 $(111,982) $407,440
======== ======== ========= ========
67
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
11. GUARANTOR SUBSIDIARIES (CONTINUED)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS - REORGANIZED COMPANY
YEAR ENDED SEPTEMBER 30, 2005
SUBSIDIARY
NEENAH GUARANTORS ELIMINATIONS CONSOLIDATED
-------- ---------- ------------ ------------
Net sales $241,467 $306,635 $ 6,330) $541,772
Cost of sales 177,897 269,251 (6,330) 440,818
-------- -------- ------- --------
Gross profit 63,570 37,384 -- 100,954
Selling, general and
administrative expenses 24,169 16,798 -- 40,967
Amortization expense 5,705 1,419 -- 7,124
Loss on disposal of equipment 367 586 -- 953
-------- -------- ------- --------
Operating income 33,329 18,581 -- 51,910
Other income (expense):
Interest expense (17,767) (15,652) -- (33,419)
Interest income -- 13 -- 13
-------- -------- ------- --------
(17,767) (15,639) -- (33,406)
-------- -------- ------- --------
Income from operations before
income taxes and equity in
losses of subsidiaries 15,562 2,942 -- 18,504
Provision (credit) for income
taxes (3,784) 7,193 -- 3,409
-------- -------- ------- --------
19,346 (4,251) -- 15,095
Equity in losses of subsidiaries (4,251) -- 4,251 --
-------- -------- ------- --------
Net income (loss) $ 15,095 $ (4,251) $ 4,251 $ 15,095
======== ======== ======= ========
68
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
11. GUARANTOR SUBSIDIARIES (CONTINUED)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS - REORGANIZED COMPANY
YEAR ENDED SEPTEMBER 30, 2004
SUBSIDIARY
NEENAH GUARANTORS ELIMINATIONS CONSOLIDATED
-------- ---------- ------------ ------------
Net sales $198,331 $258,266 $(5,655) $450,942
Cost of sales 144,649 236,130 (5,655) 375,124
-------- -------- ------- --------
Gross profit 53,682 22,136 -- 75,818
Selling, general and
administrative expenses 13,249 14,125 -- 27,374
Amortization expense 5,705 1,416 -- 7,121
Loss on disposal of equipment 465 -- -- 465
-------- -------- ------- --------
Operating income 34,263 6,595 -- 40,858
Other income (expense):
Interest expense (17,295) (16,097) -- (33,392)
Interest income 21 8 -- 29
-------- -------- ------- --------
(17,274) (16,089) -- (33,363)
-------- -------- ------- --------
Income (loss) from continuing
operations before income taxes
and equity in losses of
subsidiaries 16,989 (9,494) -- 7,495
Provision (credit) for income
taxes (1,890) 5,771 -- 3,881
-------- -------- ------- --------
18,879 (15,265) -- 3,614
Equity in losses of subsidiaries (15,624) -- 15,624 --
-------- -------- ------- --------
Income (loss) from continuing
operations 3,255 (15,265) 15,624 3,614
Loss from discontinued
operations, net of income taxes -- (359) -- (359)
-------- -------- ------- --------
Net income (loss) $ 3,255 $(15,624) $15,624 $ 3,255
======== ======== ======= ========
69
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
11. GUARANTOR SUBSIDIARIES (CONTINUED)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS - PREDECESSOR COMPANY
YEAR ENDED SEPTEMBER 30, 2003
SUBSIDIARY
NEENAH GUARANTORS ELIMINATIONS CONSOLIDATED
-------- ---------- ------------ ------------
Net sales $160,529 $220,102 $(5,568) $375,063
Cost of sales 117,301 210,101 (5,568) 321,834
-------- -------- ------- --------
Gross profit 43,228 10,001 -- 53,229
Selling, general and
administrative expenses 11,766 14,366 -- 26,132
Amortization expense 1,832 1,987 -- 3,819
Loss on disposal of equipment 214 (19) -- 195
-------- -------- ------- --------
Operating income (loss) 29,416 (6,333) -- 23,083
Other income (expense):
Interest expense (25,589) (21,856) -- (47,445)
Interest income 822 3 -- 825
Reorganization expense (7,874) -- -- (7,874)
-------- -------- ------- --------
(32,641) (21,853) -- (54,494)
-------- -------- ------- --------
Loss from continuing operations
before income taxes and equity
in losses of subsidiaries (3,225) (28,186) -- (31,411)
Provision (credit) for income
taxes (8,846) 305 -- (8,541)
-------- -------- ------- --------
5,621 (28,491) -- (22,870)
Equity in losses of subsidiaries (31,182) -- 31,182 --
-------- -------- ------- --------
Loss from continuing operations (25,561) (28,491) 31,182 (22,870)
Loss from discontinued
operations, net of
income taxes -- (1,095) -- (1,095)
Loss on sale of discontinued
operations, net of income tax -- (1,596) -- (1,596)
======== ======== ======= ========
Net loss $(25,561) $(31,182) $31,182 $(25,561)
======== ======== ======= ========
70
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
11. GUARANTOR SUBSIDIARIES (CONTINUED)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS - REORGANIZED COMPANY
YEAR ENDED SEPTEMBER 30, 2005
SUBSIDIARY
NEENAH GUARANTORS ELIMINATIONS CONSOLIDATED
-------- ---------- ------------ ------------
OPERATING ACTIVITIES
Net income (loss) $ 15,095 $(4,251) $ 4,251 $ 15,095
Noncash adjustments 6,637 12,608 -- 19,245
Changes in operating assets and
liabilities 5,428 (6,181) -- (753)
-------- ------- ------- --------
Net cash provided by operating
activities 27,160 2,176 4,251 33,587
INVESTING ACTIVITIES
Investments in and advances to
subsidiaries (4,129) 8,380 (4,251) --
Purchase of property, plant and
equipment (7,678) (9,894) -- (17,572)
Other 197 1,055 -- 1,252
-------- ------- ------- --------
Net cash used in investing
activities (11,610) (459) (4,251) (16,320)
FINANCING ACTIVITIES
Proceeds from long-term debt -- 84 -- 84
Payments on long-term debt (12,130) (1,586) -- (13,716)
Debt issuance costs (151) -- -- (151)
-------- ------- ------- --------
Net cash used in financing
activities (12,281) (1,502) -- (13,783)
-------- ------- ------- --------
Increase in cash and cash
equivalents 3,269 215 -- 3,484
Cash (overdraft) and cash
equivalents at beginning of
year 1,683 (1,683) -- --
-------- ------- ------- --------
Cash (overdraft) and cash
equivalents at end of year $ 4,952 $(1,468) $ -- $ 3,484
======== ======= ======= ========
71
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
11. GUARANTOR SUBSIDIARIES (CONTINUED)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS - REORGANIZED COMPANY
YEAR ENDED SEPTEMBER 30, 2004
SUBSIDIARY
NEENAH GUARANTORS ELIMINATIONS CONSOLIDATED
-------- ---------- ------------ ------------
OPERATING ACTIVITIES
Net income (loss) $ 3,255 $(15,624) $ 15,624 $ 3,255
Noncash adjustments 8,792 16,854 -- 25,646
Changes in operating assets and
liabilities (11,999) (14,157) -- (16,156)
-------- -------- -------- --------
Net cash provided by (used in)
operating activities 48 (12,927) 15,624 2,745
INVESTING ACTIVITIES
Investments in and advances to
subsidiaries (6,749) 22,373 (15,624) --
Purchase of property, plant and
equipment (3,897) (8,816) -- (12,713)
Other 121 409 -- 530
-------- -------- -------- --------
Net cash provided by (used in)
investing activities (10,525) 13,966 (15,624) (12,183)
FINANCING ACTIVITIES
Proceeds from long-term debt 14,450 -- -- 14,450
Payments on long-term debt (2,366) (2,646) -- (5,012)
-------- -------- -------- --------
Net cash provided by (used in)
financing activities 12,084 (2,646) -- 9,438
-------- -------- -------- --------
Increase (decrease) in cash and
cash equivalents 1,607 (1,607) -- --
Cash (overdraft) and cash
equivalents at beginning of
year 76 (76) -- --
-------- -------- -------- --------
Cash (overdraft) and cash
equivalents at end of year $ 1,683 $ (1,683) $ -- $ --
======== ======== ======== ========
72
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
11. GUARANTOR SUBSIDIARIES (CONTINUED)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS - PREDECESSOR
YEAR ENDED SEPTEMBER 30, 2003
SUBSIDIARY
NEENAH GUARANTORS ELIMINATIONS CONSOLIDATED
-------- ---------- ------------ ------------
OPERATING ACTIVITIES
Net loss $(25,561) $(31,182) $ 31,182 $(25,561)
Noncash adjustments 2,711 23,070 -- 25,781
Changes in operating assets and
liabilities 32,264 (9,482) -- 22,782
-------- -------- -------- --------
Net cash provided by (used in)
operating activities 9,414 (17,594) 31,182 23,002
INVESTING ACTIVITIES
Investments in and advances to
subsidiaries 1,086 30,096 (31,182) --
Purchase of property, plant and
equipment (4,930) (6,970) -- (11,900)
Other 89 494 -- 583
-------- -------- -------- --------
Net cash provided by (used in)
investing activities (3,755) 23,620 (31,182) (11,317)
FINANCING ACTIVITIES
Proceeds from long-term debt 815 -- -- 815
Payments on long-term debt (10,041) (2,976) -- (13,017)
Debt issuance costs (1,291) -- -- (1,291)
-------- -------- -------- --------
Net cash used in financing
activities (10,517) (2,976) -- (13,493)
-------- -------- -------- --------
Increase (decrease) in cash and
cash equivalents (4,858) 3,050 -- (1,808)
Cash (overdraft) and cash
equivalents at beginning of
year 29,290 (3,126) -- 26,164
-------- -------- -------- --------
Cash (overdraft) and cash
equivalents at end of year $ 24,432 $ (76) $ -- $ 24,356
======== ======== ======== ========
73
Neenah Foundry Company
Notes to Consolidated Financial Statements (continued)
(In Thousands)
12. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
YEAR ENDED SEPTEMBER 30, 2005
-----------------------------------------------------
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER
----------- ----------- ----------- -----------
Net sales $121,864 $131,527 $145,685 $142,696
Gross profit 19,168 20,460 31,347 30,979
Net income 612 1,175 6,130(a) 7,178
YEAR ENDED SEPTEMBER 30, 2004
-----------------------------------------------------
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER
----------- ----------- ----------- -----------
Net sales $89,825 $105,113 $124,717 $131,287
Gross profit 11,482 13,739 26,063 24,534
Net income (loss) (4,684) (3,644) 8,786 2,797
(a) Net income as previously reported $3,451
Adjustment to recognize tax benefit of
change in tax method 2,679
------
Net income as restated $6,130
======
The Company made an election to change its tax method of determining LIFO
inventory resulting in a tax benefit of $2,679. The effect is to increase
previously reported fiscal 2005 third quarter net income by $2,679.
74
Report of Independent Registered Public Accounting Firm
The Board of Directors
Neenah Foundry Company
We have audited the consolidated financial statements of Neenah Foundry Company
as of September 30, 2005 and 2004 (Reorganized Company) and for the years ended
September 30, 2005 and 2004 (Reorganized Company) and the year ended September
30, 2003 (Predecessor Company) and have issued our report thereon dated November
4, 2005 (included elsewhere in this Annual Report on Form 10-K). Our audits also
included the financial statement schedule listed in the index at Item 15(a).
This schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
/s/ Ernst & Young LLP
Milwaukee, Wisconsin
November 4, 2005
75
Schedule II
NEENAH FOUNDRY COMPANY
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED SEPTEMBER 30, 2003, 2004, AND 2005
(Dollars in Thousands)
BALANCE AT ADDITIONS
BEGINNING CHARGED TO BALANCE AT
DESCRIPTION OF PERIOD EXPENSE DEDUCTIONS END OF PERIOD
----------- ---------- ---------- ---------- -------------
Allowance for doubtful
accounts receivable:
2003 $1,062 $1,760 $ 447 (A) $2,375
====== ====== ====== ======
2004 $2,375 $1,043 $2,276 (A) $1,142
====== ====== ====== ======
2005 $1,142 $2,153 $1,202 (A) $2,093
====== ====== ====== ======
(A) Uncollectible accounts written off, net of recoveries
Reserve for obsolete
inventory:
2003 $ 829 $ 424 $ 59 (B) $1,194
====== ====== ====== ======
2004 $1,194 $ 231 $ 690 (B) $ 735
====== ====== ====== ======
2005 $ 735 $ 356 $ 90 (B) $1,001
====== ====== ====== ======
(B) Reduction for disposition of inventory
76
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: December 27, 2005
NEENAH FOUNDRY COMPANY
(Registrant)
/s/ Gary W. LaChey
----------------------------------------
Gary W. LaChey
Corp. Vice President - Finance
(Principal Financial and Principal
Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on December 27, 2005, by the following persons on behalf
of the registrant and in the capacities indicated.
/s/ William M. Barrett /s/ Gary W. LaChey
- ------------------------------------- ----------------------------------------
William M. Barrett Gary W. LaChey
President and Corp. Vice President - Finance
Chief Executive Officer, Director (Principal Financial and Principal
(Principal Executive Officer) Accounting Officer)
/s/ Jeffrey G. Marshall /s/ Michael J. Farrell
- ------------------------------------- ----------------------------------------
Jeffrey G. Marshall Michael J. Farrell
Director Director
/s/ Benjamin C. Duster, IV, Esq. /s/ Andrew B. Cohen
- ------------------------------------- ----------------------------------------
Benjamin C. Duster, IV, Esq. Andrew B. Cohen
Director Director
77
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT
The Company is not required to nor does it intend to furnish an Annual
Report or a Proxy Statement to security holders.
78
NEENAH FOUNDRY COMPANY
(THE "REGISTRANT")
(COMMISSION FILE NO. 333-28751)
EXHIBIT INDEX
TO
2005 ANNUAL REPORT ON FORM 10-K
EXHIBIT FILED
NUMBER DESCRIPTION INCORPORATED HEREIN BY REFERENCE TO HEREWITH
- ------- ----------- ----------------------------------- --------
2.1 Disclosure Statement for Pre-Petition Exhibit T3E-1 to application for
of Votes with respect to the qualification of indenture on Form T-3
Prepackaged Joint Plan of filed 7/1/03 (File No. 022-28687)
Reorganization of ACP Holding Company,
NFC Castings, Inc., and Neenah Foundry
Company
2.2 Prepackaged Joint Plan of Exhibit T3E-2 to application for
Reorganization of ACP Holding Company, qualification of indenture on Form T-3
NFC Castings, Inc. Neenah Foundry filed 7/1/03 (File No. 022-28687)
Company and Certain of its
Subsidiaries under Chapter 11 of the
United States Bankruptcy Code
3.1 Amended and Restated Certificate X
[Articles] of Incorporation of Neenah
Foundry Company
3.2 Third Amended and Restated Certificate of X
Incorporation of ACP Holding Company
3.3 Amended and Restated Certificate of X
Incorporation of NFC Castings, Inc.
3.4 Amended and Restated Certificate of Exhibit 3.2 to Amendment No. 1 to the
Incorporation of Advanced Cast Registrant's Form S-4 Registration
Products, Inc. Statement (File No. 333-111008) filed on
January 28, 2004 (the "1/28/04 S-4
Amendment")
3.5 Amended and Restated Articles of Exhibit 3.3 to the 1/28/04 S-4 Amendment
Incorporation of Dalton Corporation
3.6 Certificate of Incorporation of Dalton Exhibit 3.4 to the 1/28/04 S-4 Amendment
Corporation, Warsaw Manufacturing
Facility
3.7 Amended and Restated Articles of Exhibit 3.5 to the 1/28/04 S-4 Amendment
Incorporation of Dalton Corporation,
Stryker Machining Facility Co.
79
EXHIBIT FILED
NUMBER DESCRIPTION INCORPORATED HEREIN BY REFERENCE TO HEREWITH
- ------- ----------- ----------------------------------- --------
3.8 Articles of Incorporation of Dalton Exhibit 3.6 to the 1/28/04 S-4 Amendment
Corporation, Ashland Manufacturing
Facility
3.9 Articles of Incorporation of Dalton Exhibit 3.7 to the 1/28/04 S-4 Amendment
Corporation, Kendallville
Manufacturing facility
3.10 Articles of Incorporation of Deeter Exhibit 3.8 to the 1/28/04 S-4 Amendment
Foundry, Inc.
3.11 Articles of Incorporation of Gregg Exhibit 3.9 to the 1/28/04 S-4 Amendment
Industries, Inc.
3.12 Articles of Incorporation of A&M Exhibit 3.10 to the 1/28/04 S-4 Amendment
Specialties, Inc.
3.13 Restated Articles of Incorporation of Exhibit 3.11 to the 1/28/04 S-4 Amendment
Neenah Transport, Inc.
3.14 Restated Articles of Incorporation of Exhibit 3.12 to the 1/28/04 S-4 Amendment
Cast Alloys, Inc.
3.15 [Reserved]
3.16 [Reserved]
3.17 Certificate of Incorporation of Mercer X
Forge Corporation
3.18 Amended and Restated Bylaws of ACP Holding X
Company
3.19 Amended Bylaws of NFC Castings, Inc. X
3.20 Amended Bylaws of Neenah Foundry Exhibit 3.15 to the 1/28/04 S-4 Amendment
Company
3.21 Bylaws of Advanced Cast Products, Inc. Exhibit 3.16 to the 1/28/04 S-4 Amendment
3.22 Amended Code of Bylaws of Dalton Exhibit 3.17 to the 1/28/04 S-4 Amendment
Corporation
3.23 Amended Code of Bylaws of Dalton Exhibit 3.18 to the 1/28/04 S-4 Amendment
Corporation, Warsaw Manufacturing
Facility
80
EXHIBIT FILED
NUMBER DESCRIPTION INCORPORATED HEREIN BY REFERENCE TO HEREWITH
- ------- ----------- ----------------------------------- --------
3.24 Code of Regulations of Dalton Exhibit 3.19 to the 1/28/04 S-4 Amendment
Corporation, Stryker Manufacturing
Facility
3.25 Amended and Restated Code of Exhibit 3.20 to the 1/28/04 S-4 Amendment
Regulations of Dalton Corporation,
Ashland Manufacturing Facility
3.26 Amended Code of Bylaws of Dalton Exhibit 3.21 to the 1/28/04 S-4 Amendment
Corporation, Kendallville
Manufacturing Facility
3.27 Bylaws of Deeter Foundry, Inc. Exhibit 3.22 to the 1/28/04 S-4 Amendment
3.28 Bylaws of Gregg Industries, Inc. Exhibit 3.23 to the 1/28/04 S-4 Amendment
3.29 Amended A&M Specialties, Inc. Bylaws Exhibit 3.24 to the 1/28/04 S-4 Amendment
3.30 Amended Neenah Transport, Inc. Bylaws Exhibit 3.25 to the 1/28/04 S-4 Amendment
3.31 Bylaws of Cast Alloys, Inc. Exhibit 3.26 to the 1/28/04 S-4 Amendment
3.32 [Reserved]
3.33 Bylaws of Mercer Forge Corporation X
4.1 Warrant Agreement, dated October 8, by Exhibit 10.4 hereto
and between ACP Holding Company and
the Bank of New York as warrant agent
4.2 Stockholders Agreement, dated October Exhibit 10.6 hereto
8, 2003, by and among ACP Holding
Company, the Standby Purchasers, the
Executives and Directors (as such
terms are defined therein)
4.3 Indenture by and among Neenah Foundry Exhibit 10.7 hereto
Company, the guarantors named therein,
and the Bank of New York, as Trustee,
dated October 8, 2003, for the 13%
Senior Subordinated Notes due 2013
81
EXHIBIT FILED
NUMBER DESCRIPTION INCORPORATED HEREIN BY REFERENCE TO HEREWITH
- ------- ----------- ----------------------------------- --------
4.4 Form of Note for the 13% Senior Exhibit 10.8 hereto
Subordinated Notes due 2013
4.5 Indenture by and among Neenah Foundry Exhibit 10.21 hereto
Company, the guarantors named therein
and The Bank of New York, as Trustee,
dated October 8, 2003, for the 11%
Senior Secured Notes due 2010
4.6 Form of Note for the 11% Senior Exhibit 10.22 hereto
Secured Notes due 2010
10.1 Loan and Security Agreement, dated Exhibit 10.1 to the 1/28/04 S-4 Amendment
October 8, 2003, by and among Neenah
Foundry Company, its subsidiaries
party thereto, the various lenders
party thereto and Fleet Capital
Corporation, as agent
10.2 Amendment No. 1 to Loan and Security Exhibit 10.1 to the Registrant's Form
Agreement, dated October 8, 2003, by 8-K dated July 28, 2005
and among Neenah Foundry Company, its
subsidiaries party thereto, the
various lenders party thereto and
Fleet Capital Corporation, as agent
10.2(a) Amendment No. 2 to Loan and Security X
Agreement, dated October 8, 2003, by
and among Neenah Foundry Company, its
subsidiaries party thereto, the
various lenders party thereto and
Fleet Capital Corporation, as agent
10.3 Subscription Agreement, dated as of Exhibit 10.2 to the Registrant's Form
October 7, 2003, by and among ACP S-4 Registration Statement (File No.
Holding Company, Neenah Foundry 333-111008) filed on December 8, 2003
Company, the subsidiary Guarantors (the "Form S-4")
named therein and the Investors as
defined therein
10.4 Warrant Agreement, dated October 8, X
2003, by and between ACP Holding
Company and the Bank of New York as
warrant agent
10.5 Registration Rights Agreement, dated Exhibit 10.4 to the 1/28/04 S-4 Amendment
October 8, 2003, by and between ACP
Holding Company and the initial
82
EXHIBIT FILED
NUMBER DESCRIPTION INCORPORATED HEREIN BY REFERENCE TO HEREWITH
- ------- ----------- ----------------------------------- --------
holders
10.6 Stockholders Agreement, dated October Exhibit 10.5 to the Form S-4
8, 2003, by and among ACP Holding
Company, the Standby Purchasers, the
Executives and Directors (as such
terms are defined therein)
10.7 Indenture by and among Neenah Foundry Exhibit 10.6 to the Form S-4
Company, the guarantors named therein,
and the Bank of New York, as Trustee,
dated October 8, 2003, for the 13%
Senior Subordinated Notes due 2013
10.8 Form of Note for the 13% Senior Exhibit 10.6 to the Form S-4
Subordinated Notes due 2013
10.9 Registration Rights Agreement, dated Exhibit 10.8 to the Form S-4
October 8, 2003, by and among ACP
Holding Company and the parties named
therein for the 13% Senior
Subordinated Noted due 2013
10.10* Form of Amendment to the Employment X
Agreements and Restricted Grants
listed in Exhibits 10.10(a) through 10.18
10.10(a)* Employment Agreement and Restricted Exhibit 10.9 to the 1/28/04 S-4 Amendment
Stock Grant by and among Neenah
Foundry Company, ACP Holding Company
and John Andrews
10.11* Employment Agreement and Restricted Exhibit 10.10 to the 1/28/04 S-4
Stock Grant by and among Neenah Amendment
Foundry Company, ACP Holding Company
and William M. Barrett
10.12* Employment Agreement and Restricted Exhibit 10.11 to the 1/28/04 S-4
Stock Grant by and among Dalton Amendment
Corporation, ACP Holding Company and
Joseph L. DeRita
10.13* Employment Agreement and Restricted Exhibit 10.12 to the 1/28/04 S-4
Stock Grant by and among Neenah Amendment
Foundry Company, ACP Holding Company
and Frank C. Headington
83
EXHIBIT FILED
NUMBER DESCRIPTION INCORPORATED HEREIN BY REFERENCE TO HEREWITH
- ------- ----------- ----------------------------------- --------
10.14* Employment Agreement and Restricted Exhibit 10.13 to the 1/28/04 S-4
Stock Grant by and among Neenah Amendment
Foundry Company, ACP Holding Company
and Timothy Koller
10.15* Employment Agreement and Restricted Exhibit 10.14 to the 1/28/04 S-4
Stock Grant by and among Neenah Amendment
Foundry Company, ACP Holding Company
and Gary W. LaChey
10.16* Employment Agreement and Restricted Exhibit 10.15 to the 1/28/04 S-4
Stock Grant by and among Neenah Amendment
Foundry Company, ACP Holding Company
and William Martin
10.17* Employment Agreement and Restricted Exhibit 10.16 to the 1/28/04 S-4
Stock Grant by and among Dalton Amendment
Corporation, ACP Holding Company and
Steve Shaffer
10.18* Employment Agreement and Restricted Exhibit 10.17 to the 1/28/04 S-4
Stock Grant by and among Neenah Amendment
Foundry Company, ACP Holding Company
and Joseph Varkoly
10.19* Neenah Foundry Company 2003 Management Exhibit 10.18 to the Form S-4
Annual Incentive Plan
10.19(a)* Summary of Amendment to Neenah Foundry X
Company 2003 Management Annual
Incentive Plan
10.20* Neenah Foundry Company 2003 Severance Exhibit 10.19 to the Form S-4
and Change of Control Plan
10.21 Indenture by and among Neenah Foundry Exhibit 4.1 to the Form S-4
Company, the guarantors named therein
and The Bank of New York, as Trustee,
dated October 8, 2003, for the 11%
Senior Secured Notes due 2010
84
EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
- ------- ----------- ------------------- --------
10.22 Form of Note for the 11% Senior Exhibit 4.1 to the Form S-4
Secured Notes due 2010
10.23 Lien Subordination Agreement, dated Exhibit 4.3 to the Form S-4
October 8, 2003, by and among Fleet
Capital Corporation, Neenah Foundry
Company, the subsidiaries named
therein, NFC Castings, Inc. and The
Bank of New York as Trustee on behalf
of the Noteholders under the Indenture
governing the 11% Senior Secured Notes
due 2010
10.24 Registration Rights Agreement, dated Exhibit 4.4 to the Form S-4
October 8, 2003, by and among Neenah
Foundry Company, the Guarantors named
therein and The Bank of New York as
Trustee for the 11% Senior Secured
Notes due 2010
10.25 Subordinated Security Agreement, dated Exhibit 4.5 to the Form S-4
October 8, 2003, by Neenah Foundry
Company and the guarantors named
therein in favor of The Bank of New
York as Trustee for the Noteholders
under the Indenture governing the 11%
Senior Secured Noted due 2010
10.26 Subordinated Pledge Agreement, dated Exhibit 4.6 to the Form S-4
October 8, 2003, by Dalton Corporation
in favor of The Bank of New York as
Trustee for the Noteholders under the
Indenture governing the 11% Senior
Secured Notes due 2010.
10.27 Subordinated Pledge Agreement, dated Exhibit 4.7 to the Form S-4
October 8, 2003, by Mercer Forge
Corporation in favor of The Bank of
New York as Trustee for the
Noteholders under the Indenture
governing the 11% Senior Secured Notes
due 2010
10.28 Subordinated Copyright, Patent, Exhibit 4.8 to the Form S-4
Trademark and License Mortgage, dated
October 8, 2003, by Neenah Foundry
Company in favor of The Bank of New
York as Trustee for the Noteholders
85
EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
- ------- ----------- ------------------- --------
under the Indenture governing the 11%
Senior Secured Notes due 2010
10.29 Subordinated Copyright, Patent, Exhibit 4.9 to the Form S-4
Trademark and License Mortgage, dated
October 8, 2003, by Advanced Cast
Products, Inc. in favor of The Bank of
New York as Trustee for the
Noteholders under the Indenture
governing the 11% Senior Secured Notes
due 2010
10.30 Subordinated Copyright, Patent, Exhibit 4.10 to the Form S-4
Trademark and License Mortgage, dated
October 8, 2003, by Peerless
Corporation in favor of The Bank of
New York as Trustee for the
Noteholders under the Indenture
governing the 11% Senior Secured Notes
due 2010
10.31 Subordinated Pledge Agreement, dated Exhibit 4.11 to the Form S-4
October 8, 2003, by Neenah Foundry
Company in favor of The Bank of New
York as Trustee for the Noteholders
under the Indenture governing the 11%
Senior Securities due 2010
10.32 Subordinated Pledge Agreement, dated Exhibit 4.12 to the Form S-4
October 8, 2003, by Advanced Cast
Products, Inc. in favor of The Bank of
New York as Trustee for the
Noteholders under the Indenture
governing the 11% Senior Securities
due 2010
10.33* 2003 Management Equity Incentive Plan X
12.1 Ratio of Earnings to Fixed Charges X
21 Subsidiaries of Neenah Foundry Company X
31.1 Certification of Chief Executive X
Officer pursuant to Rule 13a-14(a) or
Rule 15d-14(a), as adopted pursuant to
section
86
EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
- ------- ----------- ------------------- --------
302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial X
Officer pursuant to Rule 13a-14(a) or
Rule 15d-14(a), as adopted pursuant to
section 302 of the Sarbanes-Oxley Act
of 2002
32 Chief Executive and Chief Financial X
Officers' certification pursuant to 18
U.S.C. Section 1350, as adopted
pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
- ----------
* Denotes management contract or executive compensation plan or arrangement
required to be filed as an exhibit pursuant to Item 15 of Form 10-K.
87