Item 1. BUSINESS
Amelco Corporation (the "Company") was organized in 1967 to become the parent of existing operating companies. The Company, through its subsidiaries, engages in specialty construction work (primarily electrical and mechanical construction). Construction operations are conducted in the western continental United States, Hawaii and Guam.
OPERATIONS
The Company's contracting subsidiaries primarily act as specialty contractors, and are capable of providing the full range of services in the construction and installation of electrical and mechanical systems. These activities are performed in the commercial and industrial construction market, primarily in connection with the construction, rebuilding or renovation of commercial buildings, industrial plants, convention buildings, wastewater treatment plants, hotels, hospitals, hydroelectric dams, refineries, power generating facilities, security systems, highway lighting and military facilities.
Over the years, profit has been dependent upon management's ability to accurately estimate costs to be incurred on projects which are competitively bid and to effectively control costs of work in progress. Costs ultimately incurred are affected by the incidence of such events and conditions as labor shortages, time extensions, weather, latent geological conditions, delays caused by others and fluctuations in the prices of materials. Because of the large number of variables affecting costs (many of which are not controllable), increased revenues in a particular accounting period do not necessarily result in increased operating profits; losses may occur even when revenues increase.
The subsidiaries operate in a highly competitive industry. They compete with numerous other local, regional and national contractors, both smaller and larger than the subsidiaries, none of which are considered to be dominant in the construction markets in which the subsidiaries operate. Substantially all of the subsidiaries' construction contracts are awarded on the basis of competitive bidding. Because of the degree of competition in the industry, which is primarily based on the price of construction services rendered, there is a greater likelihood that the subsidiaries will be an unsuccessful bidder rather than a successful bidder.
Substantially all of the construction contracts have been fixed-price contracts. Substantially greater risks are involved in fixed-price contracts than in cost-plus-fee and target-estimate contracts since the contractor assumes responsibility for completing the work for the contract price regardless of ultimate costs. The ability of the subsidiaries to mitigate these risks is largely dependent upon management's ability to accurately estimate construction costs at the time of bid preparation and to effectively manage and control costs of work in progress during the course of contract performance.
The Company has no major customers, the loss of which would have a material adverse impact on the Company.
In connection with these contracting activities, the subsidiaries, from time to time, assert claims for compensation in excess of the contract price because of delays, owner-caused changed conditions or interruptions, improper or revised specifications or disagreements with respect to the contracted scope of work. Claims for additional compensation may arise in any accounting period and may or may not be material to operations. All costs of construction which give rise to a claim are expensed in the period in which they were incurred. However, the amount of any claim is not recognized as revenue until a settlement has been concluded. Claim settlements in 1995 and 1994 were not significant. Income from claim settlements in fiscal 1993 approximated $366,000. Various other claims have been filed. No assurance can be given that such claims will be allowed nor is the extent of any potential recovery presently estimable.
The subsidiaries have numerous suppliers for materials and equipment, none of which are individually dominant, and have experienced no significant difficulty in obtaining the materials needed to pursue the contracted work.
The backlog of uncompleted contracting work was approximately $87,661,000 on contracts in force as of September 30, 1995, compared with $122,084,000 as of September 30, 1994, inclusive of the Company's proportionate share of contract backlog from joint ventures amounting to $40,000 and $4,425,000 at September 30, 1995 and 1994, respectively. The Company estimates that 75% of the September 30, 1995 backlog will be substantially completed during fiscal 1996. Contracting backlog at any given time is subject to change due to modifications to the projects concerned. While backlog is an indication of future revenues, no assurance can be given that earnings will be realized from performance of contracts reflected in the backlog.
The Company, through its subsidiaries, participates in joint venture arrangements from time to time where the joint venturers undertake to bid and complete, if awarded, a construction contract. These arrangements typically provide for the sharing of profit or losses in the same relationship as the capital contributions of the joint venturers and joint and several responsibility for contract performance. In fiscal 1995, a subsidiary of the Company had three separate joint venture
arrangements which provided for equity participations ranging from 49% to 50%. Projects under these joint venture arrangements, including a joint venture with Industrial Construction, an Idaho-based specialty contractor, are substantially complete at September 30, 1995. Further information on joint venture participations is contained in note 10 to the consolidated financial statements in Item 8, Part II of this report, which is incorporated herein by reference.
The Company's Hawaii - based contracting subsidiaries perform various maintenance and repair services relating primarily to electrical and air-conditioning installations. Revenues derived from maintenance and repair services are not material to the consolidated financial statements.
Employees: As of September 30, 1995, the Company had approximately 526 employees, of whom approximately 450 were engaged in operational activities and approximately 76 were in supervisory, administrative and clerical positions. Portions of the construction work for which the Company is responsible are carried out by subcontractors who separately employ additional personnel. The number of employees engaged in operational activities fluctuates continuously based upon the number and size of projects. A number of labor unions represent employees, of which local unions of the International Brotherhood of Electrical Workers are considered to be dominant. No one union is the sole bargaining agent.
Employee benefits for non-bargaining employees include a 401(k) plan and group medical, dental, disability and life insurance programs.
Energy, Supply, Production and Environmental Matters:
The Company is not in an energy intensive business.
The Company experienced no significant problems in fiscal 1995 relating to the availability or price of construction materials.
Construction operations are primarily located in Hawaii and the western continental United States and, therefore, are not normally subject to the effects of significant seasonal variations.
The Company's operations are such that compliance with environmental legislation and regulations is not a significant factor. The Company, to some extent, benefits from construction work resulting from compliance with environmental requirements by other industries.
Item 2.
Item 2. PROPERTIES
The following table summarizes properties occupied by the Company and its subsidiaries. All properties utilized in construction operations have combined uses as offices and warehouses. Management believes that these facilities are in good ondition, well maintained and adequate to serve the needs of the Company:
(1) In addition to office and warehouse facilities for the Los Angeles construction operations, this property houses the corporate offices of the Company. This property is presently being rented from a related party on a quarter-to-quarter basis pending management's evaluation of alternative office requirements.
(2) This property serves as the central office for the Hawaii construction operations. This leasehold property has been pledged as collateral for short-term debt of the Company. The lease expires in 2029.
(3) This property has been pledged as security for an eight-year $2,000,000 mortgage loan obtained by the Company in August 1993. Further information with respect to the mortgage is provided in note 4 to the consolidated financial statements in Item 8, Part II of this report, which is incorporated herein by reference.
Item 3.
Item 3. LEGAL PROCEEDINGS
There are no material legal proceedings to which the Company or any of its subsidiaries are a party which would, in management's opinion, have a material impact on the consolidated financial statements taken as a whole.
Item 4.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names and ages of the Company's executive officers, together with all positions and offices held with the Company by such executive officers. Officers are appointed by the Board of Directors to serve at the pleasure of the Board.
PART II
Item 5.
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The only equity securities outstanding are shares of common stock, without par value, which are traded over-the-counter. During each quarter of the last two fiscal years, high and low bid prices for common stock, as reported by a stockbroker, were as follows:
The reported bid price on December 1, 1995 was 2-1/2.
These quotations were provided by a single stockbroker (Abel-Behnke Corporation) known to make a market in the Company's common stock and reflect bids only, without retail markup, markdown or commission and may not necessarily represent actual transactions.
The Company has paid cash dividends on its common stock of $0.10, $0.15, $0.25, $0.15, $0.25 and $0.25 on February 15, 1995, March 25, 1994, February 12, 1993, March 16, 1992, November 15, 1990 and September 25, 1989, respectively. The payment of dividends requires the consent of the Company's bonding surety and its bank. Future dividends, if any, are dependent on the profitability of the Company and are not assured.
As of December 1, 1995, the approximate number of holders of record of the Company's common stock was 315.
Item 6.
Item 6. SELECTED FINANCIAL DATA
Total construction revenue includes the Company's proportionate share of revenue from construction joint ventures amounting to $6,661,000, $5,854,000, $2,513,000, $2,283,000 and $7,139,000 in fiscal 1995, 1994, 1993, 1992 and 1991, respectively.
Additional information on dividends is contained in Item 5, Part II which is incorporated herein by reference.
Item 7.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAPITAL RESOURCES AND LIQUIDITY
Cash balances increased by $1,173,000 in 1995. Working capital increased by $610,000 to $11,161,000 in 1995 representing an increase of 5.8% from the previous year. These changes reflect the increase in the Company's contracting volume in fiscal 1995 and the related increase in current assets. The changes included an increase in contract and trade receivables which increased by $1,449,000. Billings in excess of costs and recognized profits on uncompleted contracts also increased by $970,000
although this was offset by an increase in costs and recognized profits in excess of billings on uncompleted contracts of $135,000. In addition, the Company's investment in joint ventures decreased by $1,042,000 in fiscal 1995 consisting of distributions to the joint venture partners.
Financing activities in 1995 provided $813,000 of cash, consisting of cash provided by short-term borrowings under the Company's line of credit of $900,000 and net funds provided by a short-term note payable for insurance premiums of $102,000. This increase was offset by the repayment of long-term debt amounting to $45,000 and the payment of a $144,000 dividend to stockholders in February 1995.
Investing activities consumed cash of $539,000, primarily for the acquisition of plant and equipment aggregating $380,000, purchase of real estate held for investment of $200,000 and a decrease in minority interest of $16,000. This was partially offset by cash received from notes receivable aggregating $42,000 and proceeds from sale of assets of $15,000.
The Company's backlog of future construction work at September 30, 1995 approximated $87,661,000, inclusive of the Company's proportionate share of contract backlog from joint venture participations aggregating $40,000. Geographically, contract backlog approximating $57,731,000 is in California, $11,185,000 is in Hawaii and Guam and $18,745,000 is in other states.
The Company continues to maintain short-term working capital lines of credit amounting to $6,000,000. These credit facilities are primarily used to fund short-term cash needs resulting from customer payment periods which are frequently longer than payment periods for the Company's vendors. Management believes that the present liquidity of the Company together with the availability of the lines of credit are adequate to provide the working capital to fund the Company's operations in 1996 and beyond.
The Company's short-term lines of credit are indexed to the prime rate. Although the Company has mitigated its exposure to interest rate movements by the addition of long-term fixed rate debt in 1993, further significant changes in the prime rate, either up or down, may have a significant impact on the Company.
The Company's operations are such that significant investment in property, plant and equipment is not required. Capital expenditures in 1996 should consist primarily of replacement or renovation of existing equipment and are not expected to be significant.
The Financial Accounting Standards Board recently issued Statements of Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and Assets to be Disposed of" and No. 123, "Accounting for Stock Based Compensation" which are required to be adopted by the
Company in fiscal year 1997. It is believed that the adoption of these standards will not have a material effect on the Company's financial statements.
RESULTS OF OPERATIONS
Fiscal 1995 Compared to 1994
Consolidated revenues increased by $12,090,000 in 1995. The change reflects an increase in revenue of approximately $19.1 million in California which was partially offset by decreases in revenue approximating $4.9 million in Hawaii and Guam and $2.1 million in other western U.S. states. Changes in revenue volume reflect primarily the degree of success in bidding on new work as well as the scheduling requirements of the customer, and are not necessarily indicative of revenue volume or profitability in future periods. There are no major contracts which were completed in 1995 or which will be completed in 1996 upon which the Company is dependent.
Gross profit increased from $9,285,000 in 1994 to $10,073,000 in fiscal 1995. Gross profit as a percentage of revenues decreased from 8.1% in 1994 to 8.0% in 1995. The change reflects primarily a decrease in gross profits on construction work in the Hawaii operations which was offset by increased profits from joint venture participations in 1995. Gross margins applicable to California operations were largely unchanged in the current year. The Company and its subsidiaries have experienced highly competitive conditions in the industrial and commercial construction markets in which it does business. This is expected to continue in the near future. Management's ability to enhance profit margins in its business is largely limited to its ability to identify profitable bidding opportunities, estimate accurately during the intial bidding stage and upon award, to effectively manage jobsite labor and material installation.
General and administrative expenses increased from $7,848,000 in 1994 to $8,338,000 in 1995. However, as a percentage of revenue, general and administrative expense decreased from 6.9% in 1994 to 6.6% in 1995. The change reflects primarily the additional costs of project management and administrative staff, together with related office support expenses, incurred during the current year in response to the higher levels of construction operations.
Interest income increased by $58,000 in 1995 as compared to the previous year due primarily to higher levels of cash maintained in interest bearing accounts in the current year. Interest expense decreased by $10,000 in 1995 due primarily to lower levels of borrowings under the Company's lines of credit offset by changes in the bank prime rates which increased from 7.75% to 8.75% at September 30, 1994 and 1995, respectively. Changes in other components of other income and expense from the prior year were not significant.
Fiscal 1994 Compared to 1993
Consolidated revenues increased by $18,577,000 in 1994. The change reflects increases in revenue approximating $5.4 million in Hawaii and Guam, $10.9 million in California and $2.3 million in other western U.S. states. The growth in revenue is largely a result of an acceleration in construction work put in place in the 4th fiscal quarter, primarily in California.
Gross profit decreased from $9,993,000 in the prior period to $9,285,000 in fiscal 1994. Gross profit as a percentage of revenues decreased from 10.5% in 1993 to 8.1% in 1994. The decrease results from a combination of the continued highly competitive conditions in the industrial and commercial construction market and the Company's focus on procurement of larger projects as a prime contractor. In addition, the Company recorded unanticipated cost increases approximating $.6 million on a construction project in Hawaii which was completed in 1994 and $1.0 million on a construction contract in California. Management is presently negotiating a claim for additional compensation on the California project which, if approved, will be reflected in the year a settlement is obtained. General and administrative expenses decreased from $8,476,000 in the previous period to $7,848,000 in 1994. The change primarily results from a reduction in the number of administrative and office staff positions as well as transfers of office personnel to field positions.
Interest expense increased by $152,000 in 1994. The change reflects approximately $132,000 of additional interest arising from the long-term mortgage note obtained in August 1993, higher short-term interest rates in 1994 and an increase in the utilization of the Company's line of credit. Changes in other components of other income and expense from the prior year were not significant.
Item 8.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Amelco Corporation and Subsidiaries: Independent Auditor's Report Consolidated Balance Sheets - September 30, 1995 and 1994 Consolidated Statements of Earnings - Years ended September 30, 1995, 1994 and 1993 Consolidated Statements of Stockholders' Equity - Years ended September 30, 1995, 1994 and 1993 Consolidated Statements of Cash Flows - Years ended September 30, 1995, 1994 and 1993 Notes to Consolidated Financial Statements
AMELCO CORPORATION AND SUBSIDIARIES Consolidated Financial Statements September 30, 1995 and 1994 (With Independent Auditors' Report Thereon)
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders Amelco Corporation:
We have audited the consolidated financial statements of Amelco Corporation and subsidiaries as listed in the accompanying index. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Amelco Corporation and subsidiaries as of September 30, 1995 and 1994 and the results of their operations and their cash flows for each of the years in the three-year period ended September 30, 1995 in conformity with generally accepted accounting principles.
As discussed in note 1 to the consolidated financial statements, the Company changed its method of accounting for income taxes to adopt the provisions of the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," effective October 1, 1993.
December 15, 1995
AMELCO CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets September 30, 1995 and 1994
AMELCO CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets, continued September 30, 1995 and 1994
See accompanying notes to consolidated financial statements.
AMELCO CORPORATION AND SUBSIDIARIES Consolidated Statements of Earnings Three years ended September 30, 1995
See accompanying notes to consolidated financial statements.
AMELCO CORPORATION AND SUBSIDIARIES Consolidated Statements of Stockholders' Equity Three years ended September 30, 1995
See accompanying notes to consolidated financial statements.
AMELCO CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows Three years ended September 30, 1995 Increase (Decrease) in Cash and Cash Equivalents
(Continued)
AMELCO CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows, Continued Increase (Decrease) in Cash and Cash Equivalents
See accompanying notes to consolidated financial statements.
AMELCO CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1995 and 1994
(1) Summary of Significant Accounting Policies
Company's Activities and Operating Cycle
Amelco Corporation (the "Company") was organized in 1967 to become the parent of existing operating companies. The Company, through its subsidiaries, engages in specialty construction work, primarily electrical and mechanical construction. Work is generally performed under fixed-price contracts and is undertaken by the Company's subsidiaries alone, with subcontractors or in partnership with other contractors through joint ventures.
The length of the construction contracts varies, but typically ranges from one to two years. In accordance with the operating cycle concept, the Company and its subsidiaries classify all contract-related assets and liabilities as current items.
Basis of Consolidation
The consolidated financial statements include the accounts of the Company and all subsidiaries. The consolidated statements of earnings includes the accounts of the Company, all subsidiaries and its prorata share of the results of operations from its joint ventures. All significant intercompany transactions have been eliminated in consolidation.
Reclassifications
Certain accounts in the 1994 and 1993 financial statements have been restated to conform with the 1995 format. These reclassifications have no effect on net income as previously reported.
Revenue Recognition on Long-Term Construction Contracts
Income from construction operations and joint venture participations is recorded using the percentage-of-completion method of accounting. Under this method, that portion of the total contract price which is allocable, on the basis of the Company's estimate of the percentage of completion, to contract costs incurred and work performed is accrued. Recognition of profits is deferred until work on the contract has reached a state of completion sufficient for management to reasonably forecast the ultimate realizable profit. If estimated total costs on any contract or joint venture participation indicate a loss, the Company provides currently for the total loss anticipated on the contract. For long-term contracts which extend over one or more years, revisions in cost and profit estimates during the course of the work are reflected in the accounting period in which facts requiring the revision become known.
Contract costs includes all direct material, labor and subcontract costs and those indirect costs related to contract performance, such as indirect labor, tools, supplies, repairs and depreciation cost. General and administrative costs are charged to expense as incurred.
The asset "costs and estimated earnings in excess of billings on uncompleted contracts" represents revenues recognized in excess of amounts billed. The liability "billings in excess of costs and estimated earnings on uncompleted contracts" represents billings in excess of revenues recognized.
Income from claims for additional contract compensation is recorded upon settlement of the disputed amount. Income from claim settlements in fiscal 1993 approximated $366,000. Claim settlements in 1995 and 1994 were not significant. Certain subsidiaries of the Company had
outstanding claims and claims in process of being filed at September 30, 1995. The extent of recovery, if any, on these pending claims is not presently estimable.
Cash Equivalents
For purposes of the consolidated statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.
Cash balances at September 30, 1995 and 1994 include approximately $1,616,000 and $1,098,000, respectively, in short-term time deposits maintained in lieu of retention which will be released upon completion of the related construction projects. Interest income on these deposits are credited to the Company.
Inventories
Inventories are stated at the lower of cost (primarily first-in, first-out) or market (net realizable value).
Depreciation and Amortization
The Company and its subsidiaries provide for depreciation and amortization of property, plant and equipment using the straight-line method based on the estimated useful lives of the assets or, if applicable, the remaining terms of the leases, whichever is shorter.
The cost and accumulated depreciation applicable to assets sold or otherwise disposed of are eliminated from the asset and accumulated depreciation accounts. Gain or loss on disposition is reflected in other income or expenses.
Income Taxes
Effective October 1, 1993, the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes", which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted rates in effect for the year in which the differences are expected to reverse. Prior to fiscal 1994, the Company had followed Statement of Financial Accounting Standards No. 96, "Accounting for Income Taxes". This new method of accounting was adopted prospectively at the beginning of fiscal 1994 and no prior periods were restated.
Earnings per Share
Earnings per share is based on the weighted average number of common shares outstanding during the year.
(2) Note Receivable from Related Party
The Company has a note receivable from Halau Corporation which is owned by three principal stockholders and two officers of the Company. The promissory note is payable over 30 years with quarterly principal and interest payments of $87,000 computed at 9.5% per annum and is secured by a deed of trust on real estate and a security interest in the corporate assets of the Buyer.
(3) Receivables
Contract receivables represent only those amounts which actually have been billed for work performed. Contract retentions at September 30, 1995 are collectible upon the owners' approval
of contract performance. Based upon anticipated contract completion dates, these retainages are expected to be collected as follows during the fiscal years ending September 30:
(4) Long-Term Debt and Short-Term Credit Facilities Long-term debt consists of the following at September 30, 1995 and 1994:
At September 30 1995, annual maturities of long-term debt for the next five years are as follows:
Short-Term Notes Payable:
At September 30, 1995, the Company had $102,000 outstanding under a short-term note payable which is to be repaid in nine equal monthly installments bearing a fixed interest rate of 8.75% per annum.
Short-Term Credit Facilities
The Company has a $2,000,000 revolving line of credit with a bank for working capital purposes. At September 30, 1995, the Company had outstanding borrowings of $900,000 under this line. There were no borrowings under this line at September 30, 1994. Borrowings under this line are secured by accounts receivable, inventory, contract rights, furniture, fixtures and equipment and leasehold property of the Company's operations in Hawaii. Advances under the line bear interest at the bank's prime rate of interest (8.75% at September 30, 1995). The Company also has a $250,000 line of credit for the issuance of letters of credit. There were no letters of credit outstanding at September 30, 1995. These credit arrangements are subject to renewal by the bank in March 1996.
Amelco Industries (Industries), a wholly owned contracting subsidiary of the Company, has a $4,000,000 revolving line of credit with a bank for working capital purposes. There were no borrowings under this line at September 30, 1995 and 1994. Borrowings under this agreement
bear interest at 3/8% over the prime rate and are secured by receivables and retentions of Industries and a corporate guarantee by the Company. The line of credit is subject to renewal by the bank in February 1996.
Interest Paid
Interest payments made during fiscal years 1995, 1994 and 1993 totaled $317,000, $327,000 and $162,000, respectively.
(5) Income Taxes
Income tax expense for the years ended September 30, 1995, 1994 and 1993 is comprised of the following components:
Net income taxes paid for fiscal years 1995, 1994 and 1993 were $1,122,000, $692,000 and $674,000, respectively.
Significant components of the Company's deferred income tax assets (liabilities) at September 30, 1995 and 1994 are as follows:
The valuation allowance for deferred tax assets as of September 30, 1995 and 1994 was $148,000 and $108,000, respectively. The net change in the total valuation allowance for the year ended September 30, 1995 was an increase of $40,000. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.
Income tax expense differed from the amounts computed by applying the U.S. Federal income tax rate of 34% in 1995, 1994 and 1993 to earnings before income taxes as follows:
(6) Employee Retirement Plans
The Company and its subsidiaries contribute to multiemployer pension plans, primarily defined benefit plans, as required by collective bargaining agreements. Amounts charged to construction cost and contributed to these plans in 1995, 1994 and 1993 aggregated $1,567,000, $1,839,000 and $974,000, respectively.
The Company sponsors a defined contribution plan. All qualified nonbargaining U.S. employees of the Company are eligible to participate in the plan and may make voluntary contributions to the plan subject to certain limitations and restrictions. The amount of voluntary contributions and investment income thereon is fully vested and nonforfeitable; however, the interest of each participant in the Company's contributions and earnings on investments, less expenses, is vested in accordance with the plan. There is 100% vesting at retirement, disability or death of a participant.
Under the terms of the plan, the accumulated balance of vested benefits in each participant's account is paid to the individual upon termination, retirement or death. Payment may be made in lump sum or in annual installments over a period not to exceed the participant's life expectancy. Any amounts forfeited upon termination or retirement are used to reduce future contributions of the Company in accordance with the plan.
The Company's contribution under the defined contribution plan is a percentage of each employee's contribution. Amounts charged to general and administrative expense by the Company related to the plan for the years ended September 30, 1995, 1994 and 1993 were $40,000, $41,000 and $39,000, respectively.
(7) Leases
Operating Leases
The Company and its subsidiaries lease various properties and equipment under long-term agreements which expire at varying dates through 2029, including a lease of land on which an office building and warehouse have been constructed. Real property leases generally provide for the Company to pay for taxes, maintenance and insurance applicable to the leased properties, and certain of these leases provide for renegotiation of annual rentals at specified dates.
At September 30, 1995, minimum rental obligations under noncancelable operating leases (primarily real property) in excess of one year are as follows:
Rent expense on operating leases, including leases less than one year, for 1995, 1994 and 1993 was $2,104,000, $1,437,000 and $1,206,000, respectively.
The Company and its subsidiaries have leased certain owned real property to others including primarily a lease of land and improvements under a noncancelable lease which expires in 2000. The lease provides for the lessee to pay for taxes, maintenance and insurance applicable to the leased property and at the end of the fixed term, provides an option to the lessee to extend for four successive terms of five years each at a rent to be agreed upon. At September 30, 1995, minimum future lease rentals to be received by the Company are as follows:
(8) Litigation
There are various lawsuits pending against and claims being pursued by the Company and its subsidiaries arising out of the normal course of business. It is management's present opinion that the outcome of these proceedings will not have a material effect on the Company's consolidated financial statements taken as a whole.
(9) Minority Interest
Minority interest represents the minority stockholders' proportionate share of the equity and the income or loss of an 89% owned consolidated subsidiary. The Company purchased a 79% interest in this contracting company in August 1992 for $79,000 and acquired an additional 10% interest in March 1995 for $15,000.
(10) Investment in and Advances to Joint Ventures
The Company has interests in various construction joint ventures with other parties under arrangements which provide for the sharing of profits or losses ranging from 49% to 50%. Investments in these joint ventures are stated at cost plus the equity in undistributed earnings. Combined financial information of the joint ventures in summary form as of and for the years ended September 30, 1995, 1994 and 1993 follows:
The Company's proportionate share of revenues and operating income from these construction joint ventures has been included in the consolidated statements of earnings.
(11) Costs and Estimated Earnings on Uncompleted Contracts
Item 9.
Item 9. CHANGES IN ACCOUNTANTS OR DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None. PART III
Item 10.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information required by this item with respect to directors will be contained in the Company's 1996 Proxy Statement and is incorporated herein by reference.
Information concerning the executive officers of the Company is provided following Item 4, Part I and is incorporated herein by reference.
Item 11.
Item 11. EXECUTIVE COMPENSATION
Information required by this item will be contained in the Company's 1996 Proxy Statement and is incorporated herein by reference.
Item 12.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by this item will be contained in the Company's 1996 Proxy Statement and is incorporated herein by reference.
Item 13.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this item will be contained in the Company's 1996 Proxy Statement and is incorporated herein by reference.
PART IV
Item 14.
Item 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K
(A) 1. Consolidated Financial Statements - Included in Item 8, Part II of this Form 10-K Amelco Corporation and Subsidiaries: Independent Auditor's Report Consolidated Balance Sheets - September 30, 1995 and 1994 Consolidated Statements of Earnings - Years ended September 30, 1995, 1994 and 1993 Consolidated Statements of Stockholders' Equity - Years ended September 30, 1995, 1994 and 1993 Consolidated Statements of Cash Flows - Years ended September 30, 1995, 1994 and 1993 Notes to Consolidated Financial Statements
(B) Report on Form 8-K - None.
Schedules Omitted: Schedules are omitted because they are not required or are not applicable.
(C) 3. Exhibits -
Exhibit (3) (3.1) Articles of Incorporation effective November 8, 1988 incorporating the Registrant in the State of California filed as Exhibit 3(iii)a to Form 10-K for the year ended September 30, 1989 are incorporated herein by reference.
(3.2) Bylaws of the Registrant relating to the incorporation in the State of California effective November 8, 1988 filed as Exhibit 3(iii)b to Form 10-K for the year ended September 30, 1989 are incorporated herein by reference.
(4) Instruments defining the rights of security holders, including indentures - Reference is made to the Articles of Incorporation and Bylaws filed as Exhibit (3).
(9) Voting trust agreement - none.
(10) Material Contracts -
(10.1) Memorandum of Employment Agreement between Amelco Corporation and Samuel M. Angelich dated May 31, 1990 filed as Exhibit (10.1) to Form 10-K for the year ended September 30, 1990 is incorporated herein by reference.
(10.2) Death Benefit Agreement between Amelco Corporation and Samuel M. Angelich dated May 31, 1990 filed as Exhibit (10.2) to Form 10-K for the year ended September 30, 1990 is incorporated herein by reference.
(10.3) Option Agreement between Amelco Corporation and Samuel M. Angelich dated May 31, 1990 filed as Exhibit (10.3) to Form 10-K for the year ended September 30, 1990 is incorporated herein by reference.
(10.4) Memorandum of Employment Agreement between Amelco Corporation and Mark S. Angelich dated September 21, 1989 filed as Exhibit (10.4) to Form 10-K for the year ended September 30, 1990 is incorporated herein by reference.
(10.5) Real Property Lease Agreement between the Trustees Under the Will and Estate of Samuel M. Damon and Amelco Corporation dated April 24, 1979 filed as Exhibit (10.5) to Form 10-K for the year ended September 30, 1990 is incorporated herein by reference.
(10.6) Credit Terms and Conditions Agreement between Amelco Corporation and Imperial Bank dated March 4, 1988 filed as Exhibit (10.6) to Form 10-K for the year ended September 30, 1990 is incorporated herein by reference.
(10.7) First Amendment to Credit Terms and Conditions Agreement between Amelco Corporation and Imperial Bank dated February 17, 1989 filed as Exhibit (10.7) to Form 10-K for the year ended September 30, 1990 is incorporated herein by reference.
(10.8) Credit Agreement between Amelco Corporation and Bank of Hawaii dated June 26, 1989 filed as Exhibit (10.8) to Form 10-K for the year ended September 30, 1990 is incorporated herein by reference.
(10.9) Agreement for Purchase and Sale of Real Property between Amelco Industries and Halau Corporation dated August 30, 1991 filed as Exhibit (10.9) to Form 10-K for the year ended September 30, 1991 is incorporated herein by reference.
(10.10) Lease Agreement between Halau Corporation and Amelco Industries dated September 20, 1991 filed as Exhibit (10.10) to Form 10-K for the year ended September 30, 1991 is incorporated herein by reference.
(10.11) Lease Agreement between Halau Corporation and Amelco Industries dated October 1, 1993 filed as Exhibit (10.11) to Form 10-K for the year ended September 30, 1993 is incorporated herein by reference.
(10.12) Death Benefit Agreement between Amelco Corporation and Samuel M. Angelich dated March 7, 1994 is filed herein as Exhibit (10.12).
(10.13) Credit Agreement between Amelco Industries and Imperial Bank dated February 28, 1994 is filed herein as Exhibit (10.13).
(10.14) Amendment to Credit Agreement between Amelco Corporation and Bank of Hawaii dated May 16, 1990 is filed herein as Exhibit (10.14).
(10.15) Second Amendment to Credit Agreement between Amelco Corporation and Bank of Hawaii dated February 25, 1994 is filed herein as Exhibit (10.15)
(11) Statement re computation of per share earnings - not applicable.
(12) Statements re computation of ratios - not applicable.
(13) Annual report to security holders - not applicable.
(18) Letter re change in accounting principles - not applicable.
(19) Previously unfiled documents - none.
(22) Subsidiaries of the Registrant - Exhibit 22.
(23) Published report regarding matters submitted to vote of security holders - none.
(24) Consents of experts and counsel - not applicable.
(25) Power of attorney - not applicable.
(27) Financial Data Schedule (EDGAR version only)
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.
AMELCO CORPORATION (Registrant)
Date: December 27, 1995 By /s/ Patrick T. Miike -------------------------------------- Patrick T. Miike Vice President - Finance and Treasurer (Principal Financial and Accounting Officer of the Registrant)
Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.