ITEM 1. BUSINESS
Overview
Elgin National Industries, Inc., incorporated in 1962, was a publicly traded company listed on the NYSE until it was taken private in 1988 through the leveraged acquisition of stock of Elgin National Industries, Inc. by The Jupiter Corporation ("Jupiter"), a private diversified holding company. In September 1993, an investor group led by institutional investors and Senior Management (consisting of Fred C. Schulte, Charles D. Hall and Wayne J. Conner) formed ENI Holding Corp. ("ENI"), and ENI acquired the capital stock of Elgin National Industries, Inc. from Jupiter in a leveraged buyout. In 1994, Elgin National Industries, Inc. acquired K&M Inc. in order to broaden Mining Controls' customer base into the heavy industrial and electric utility markets. Later that same year, Soros Associates, Inc. was acquired to strengthen the Engineering Services Segment's technical expertise in the development of marine port facilities. In 1995, Elgin National Industries, Inc. sold the assets constituting Ohio Rod's bicycle spoke and nipple product line and the stock of GC Thorsen, Inc. and at the end of 1996, the stock of American Fastener Corporation was sold. The foregoing acquisitions and divestitures assisted Elgin National Industries, Inc. in reducing leverage and, Management believes, focusing on strengthening its businesses.
On November 5, 1997, ENI and Elgin National Industries, Inc. completed a recapitalization intended to retire certain existing indebtedness, redeem the equity interests of outside institutional investors, merge Elgin National Industries, Inc. into ENI and vest (directly or indirectly) in Senior Management ownership of all of the issued and outstanding capital stock of the surviving entity. The components of the recapitalization were (i) the offering of $85,000,000 11% Senior Notes due 2007 (the "Offering"), (ii) ENI using part of the proceeds of the Offering to repurchase all of the common stock, preferred stock and common stock warrants of ENI not owned by Senior Management; (iii) Elgin National Industries, Inc. using part of the proceeds of the Offering to retire all senior subordinated indebtedness, including the payment of prepayment fees; (iv) Elgin National Industries, Inc. merging into ENI, with ENI remaining as the surviving entity; (v) following such merger, ENI changing its name to Elgin National Industries, Inc. (items (iv) and (v) resulting in the entity referred to herein as the "Company" or "Elgin"); and (vi) the Company and certain of its subsidiaries entering into an amended senior credit facility (the "Senior Credit Facility") (the matters described at items (i) through (vi) above being the "Recapitalization Transactions").
Operating Businesses
The Company owns and operates a diversified group of middle-market manufactured products and engineering services businesses. The Company focuses on operating businesses with leading positions in niche markets, consistent operating profitability, diverse customer bases, efficient production capabilities and broad product lines serving stable industries. The Company is comprised of two operating segments. Through its Manufactured Products Segment, Elgin is a leading manufacturer and supplier of custom-designed, highly engineered products used by a wide variety of customers in the industrial equipment, durable goods, mining, mineral processing and electric utility industries. Through its Engineering Services Segment, Elgin provides design, engineering, procurement and construction management services for mineral processing and bulk materials handling systems used in the mining, mineral processing, electric utility and the rail and marine transportation industries.
The Manufactured Products Segment is comprised of Ohio Rod Products Company ("Ohio Rod"), Tabor Machine Company ("Tabor"), Norris Screen and Manufacturing Inc. ("Norris"), Centrifugal and Mechanical Industries ("CMI"), Centrifugal Services, Inc. ("CSI"), Mining Controls, Inc. ("Mining Controls"), Chandler Products ("Chandler"), Clinch River Corporation ("Clinch") Vanco International, Inc. ("Vanco") and Precision Screw & Bolt Inc. ("Precision"). The Engineering Services Segment is comprised of Roberts & Schaefer Company ("R&S") and Soros Associates, Inc. ("Soros").
Manufactured Products Segment
The Manufactured Products Segment, through its ten business units, manufactures and markets products used primarily in the industrial equipment, durable goods, mining, mineral processing and electric utility industries. The businesses within the Manufactured Products Segment consist of original equipment manufacturers ("OEM"), suppliers of after-market parts and services and manufacturers of components used by original equipment manufacturers. These businesses have supplied their customers with quality products and services for an average of over 39 years. Representative end-users of the products of the Manufactured Products Segment include Consolidation Coal, General Electric, American Electric Power, Safeguard/Swaco and R B & W Logistics. The Manufactured Products Segment has a broad and diverse customer base, with no single customer accounting for more than 5% of the Segment's sales in 2000.
The Manufactured Products Segment products primarily include specialty fasteners, various types of centrifuges, incline and horizontal vibrating screen systems of varying sizes and capacities, specialty high and low voltage electrical power distribution equipment, electrical switch gear equipment, power factor control and harmonic correction equipment, underground lighting and electrical connectors and custom fabrication. The Manufactured Products Segment also sells after-market parts and services.
Net sales for the Manufactured Products Segment for the year ended December 31, 2000, were $80.0 million. Products are sold through in-house sales personnel, as well as independent sales representatives, supported by engineer and technical services support personnel.
The Manufactured Products Segment sells its products primarily based on product quality and overall customer service. The Manufactured Products Segment can usually respond to custom or small orders quickly and efficiently, minimizing their competition. The Manufactured Products Segment does have competition with larger manufacturers particularly during periods of excess capacity at their production facilities, as well as small regional shops and independent suppliers.
Engineering Services Segment
The Engineering Services Segment provides design, engineering, procurement and construction management services principally to the mining, mineral processing, electric utility and rail and marine transportation industries. Depending upon the needs of the client, these services are provided on either an unbundled (i.e. task-specific) basis or a full project turnkey basis. Historically, the Engineering Services Segment provided its services primarily to the United States coal mining industry. Over the past ten years, the Engineering Services Segment has diversified into markets which include aggregates, industrial minerals, base metals and precious metals. Today, the Engineering Services Segment has a broad, well-balanced customer base within these industries and derived approximately 80% of its net sales from customers outside the coal-mining industry during 2000. Net sales for the Engineering Services Segment for the year ended December 31, 2000 were $83.3 million.
The Engineering Services segment provides engineering services including evaluating the feasibility of the customer's proposal (from both a cost and engineering standpoint), translating the customer's concept to a workable design, or providing bankable feasibility studies, detailed engineering drawings and extensive engineering support in effecting the realization of a design. In turnkey projects, the Engineering Services Segment performs all service activities necessary for project completion, including design, subcontracting, equipment procurement, construction management and startup. The Engineering Services Segment also provides equipment procurement on behalf of its customers, involving the designation and sourcing of equipment to meet the customer's requirements.
Typical mineral processing facilities designed and built by the Engineering Services Segment include coal preparation plants, gold processing plants, copper processing plants and aggregate and crushed rock processing plants. They also have a special expertise in offshore terminals, involving bulk loading and unloading at open
sea. The Engineering Services Segment also designs bulk materials handling systems for coal-fired electric power plants and for handling multiple commodities at rail terminals, storage facilities, marine terminals and ports. These systems consist of loading and unloading equipment to remove the material from or place it into the transportation vehicle (trucks, trains, ships or barges) and multiple conveying systems to move material to or from stockpiles.
The Engineering Services Segment provides its services, ranging from engineering only services to turnkey project completion, primarily to the mining, mineral processing, electric utility and rail and marine transportation industries, with a diversified customer base including a number of leading domestic and international mining companies, electric utility companies and transportation companies. Engineering only services range in size from under $10,000 to several hundred thousand dollars. The Engineering Services Segment's turnkey services include full project responsibility for the design and construction of mineral processing and bulk material handling facilities. The Engineering Services Segment focuses on turnkey projects of less than $25 million, with most such projects significantly smaller. Total backlog for the Engineering Services Segment at December 31, 2000 was $83.1 million.
Management believes that targeting projects in the range of $1 million to $25 million gives the Engineering Services Segment two strategic advantages. First, this is a niche of the mineral processing and material handling markets that generally does not attract larger firms, permitting the Engineering Services Segment to compete with smaller, local and regional contractors that may lack the Engineering Services Segment's experience and capabilities. Second, by maintaining a larger portfolio of smaller projects, the Engineering Services Segment is better able to manage the risk inherent in its business.
The Engineering Services Segment has a broad and diversified customer base, having executed projects in the aggregates, industrial minerals and base metal industries. The Engineering Services Segment has also been successful in further diversifying their markets to include international work. During 2000, approximately 17% of the net sales of the Engineering Services Segment were from international projects.
The Engineering Services Segment markets its services through internal marketing and sales groups principally located in Chicago and Salt Lake City. Their management and engineering staff participate in the process to adequately price and successfully bid on projects. The Engineering Services Segment also secures projects through partnering or joint bidding arrangements with larger engineering and construction firms or architectural engineers, particularly in the case of international projects. In such arrangements, the Engineering Services Segment will assume specific responsibility for a particular component of a larger project.
Primary competitors of the Engineering Services Segment include Watkins Construction Company (coal, limestone and material handling), Industrial Resources, Inc. (coal processing and material handling), and Svedala Industries (coal and limestone handling). Generally, the Engineering Services Segment competes with a large number of specialty engineering firms on the basis of quality of work performed, strength of reputation, responsiveness to customer needs, price and ability to meet deadlines, and the Engineering Services Segment seeks to differentiate itself from its competitors with respect to each of these factors.
Supplies
The Company acquires substantially all of its raw materials from outside sources. The basic raw materials primarily used in the Manufactured Products Segment are flat sheet metal, coiled wire or rod and various forms of stainless steel materials. Additionally, the Manufactured Products Segment acquires circuit breakers, components, transformer cores, motors drive units and purchased finished goods from outside sources. The Company subcontracts certain fabrication work to other suppliers. The Company is dependent on the ability of such fabrication suppliers for timely delivery, performance and quality specifications. The Engineering Services Segment sources many different types of components in the construction of plant facilities, which in certain cases are sold directly to the Company's customer by the selected supplier. These include equipment such as
vibrating screens, centrifuge dryers, flotation units and other finished products. The Company believes there are numerous sources of supply for the different materials used in its operations.
Employees
As of December 31, 2000, the Company had approximately 670 employees. Approximately 14 employees of the Company at CMI's St. Louis, Missouri facility are represented by District 8 of the International Association of Machinists and Aerospace Workers ("IAM") and are covered by a contract between CMI and the IAM effective from March 1, 1998 through February 28, 2003. Approximately seven employees of TranService, Inc., a wholly owned subsidiary of the Company, are represented by the United Mine Workers of America ("UMWA") and are covered by the National Bituminous Coal Wage Agreement expiring on December 31, 2002. The Company believes that its relations with its employees are generally good.
ITEM 2.
ITEM 2. PROPERTIES
The Company and its businesses conduct operations from the following primary facilities:
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiaries are involved in legal proceedings from time to time in the ordinary course of its business. As of the date of this filing, neither the Company nor any of its subsidiaries are a party to any lawsuit or proceeding which, individually or in the aggregate, in the opinion of management, is reasonably likely to have a material adverse effect on the financial condition, results of operation or cash flow of the Company.
In early 1999 the Company settled a lawsuit relating to an engineering contract claim. The Company received approximately $1.8 million in this settlement. This settlement was reflected in the Company's 1999 financial statements.
In connection with the 1993 leveraged buyout of the Company, The Jupiter Corporation (the former ultimate parent entity of the Company) agreed to indemnify the Company against various claims and ongoing litigation and assumed the defense of such litigation. The litigation includes a wrongful death product liability claim against R&S in connection with an accident at a work site. Although the Company believes that Jupiter and its insurance carrier are performing on the indemnity obligations, there can be no assurance that they will
continue to do so or that the Company would successfully recover on the indemnity in the event of an adverse judgment against R&S or adverse outcomes in any other proceeding. In any such case, the Company would bear the cost of defense and any adverse judgment. One or more such adverse judgments could materially and adversely affect the Company's business, financial condition, results of operations and debt service capability.
Environmental
The Company is subject to a variety of foreign, federal, state and local governmental regulations related to the storage, use, discharge and disposal of toxic, volatile or otherwise hazardous materials used in its manufacturing processes. The Company has not historically incurred any material adverse effect on its business, financial condition, results of operations or cash flow as a result of the Company's compliance with U.S. federal, state, provincial, local or foreign environmental laws or regulations or remediation costs. Some risk of environmental liability and other costs is inherent, however, in the nature of the businesses conducted by the Manufactured Products Segment, which have been in operation for an average of over 39 years and have performed little invasive testing at their sites. In addition, businesses previously operated by the Company have been sold. There can be no assurance that future identification of contamination at its current or former sites or at third party-owned sites where waste generated by the Company has been disposed of would not have a material adverse effect on the Company's business, results of operations, financial condition or debt service capability. Any failure by the Company to obtain required permits for, or adequately restrict the discharge of, hazardous substances under present or future regulations could subject the Company to substantial liability. Such liability could have a material adverse effect on the Company's business, financial condition, results of operations and debt service capability.
The Company has been named as a potentially responsible party by the New York Department of Environmental Conservation for clean-up costs at the Company's former manufacturing facility in Orangeburg, New York. The Company has obtained the agreement of its former ultimate parent entity to indemnify it against losses, damages and costs arising out of such action. Although the Company believes that the indemnitor has performed its obligations on this site to date, there can be no assurance that it will continue to do so or that the Company would successfully recover on the indemnity. In such a case, the Company would bear the cost of any remediation, which costs could be significant and materially and adversely affect the Company's business, financial condition, results of operations and debt service capability.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is no established public offering market for the outstanding common equity of the Company and 100% of its outstanding common equity is beneficially owned by Senior Management.
The ability of the Company to pay dividends is governed by restrictive covenants contained in the indenture governing its publicly-held debt as well as restrictive covenants contained in the Company's senior credit facility. As a result of these restrictive covenants, the Company was limited in the amount of dividends it was allowed to pay on December 31, 2000. The Company did not pay any dividends in the years ended December 31, 2000 and 1999.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The following table presents selected historical financial information of the Company, as of the dates and for the periods indicated. The historical financial data as of December 31, 1996, 1997, 1998, 1999 and 2000 was derived from the audited consolidated financial statements of the Company. The selected financial information should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Company's audited consolidated financial statements and notes thereto.
Selected Financial Data
- -------- (a) Income from discontinued operations is comprised of earnings of American Fastener Corporation (sold in 1996), along with the associated gain on the sale of the business, net of income taxes. (b) In 1997 the loss on the early extinguishment of debt resulted from the retirement of subordinated debt from proceeds of the Senior Notes and included amortization of the remaining financing costs and a prepayment penalty. In 1999 the gain on early extinguishment of debt resulted from the repurchase of the Company's senior notes net of amortization of related finance costs. (c) Excludes depreciation, amortization and capital expenditures related to discontinued operations and extraordinary gain or loss. (d) Includes the balance sheet data of discontinued operations.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Elgin owns and operates a diversified group of middle-market industrial manufacturing and engineering services businesses. The Company focuses on operating businesses with leading positions in niche markets, consistent profitability, diverse customer bases, efficient production capabilities and broad product lines serving stable industries. The Company is comprised of twelve business units that are organized into two operating segments. Through its Manufactured Products Segment, Elgin is a leading manufacturer and supplier of custom-designed, highly engineered products used by a wide variety of customers in the industrial equipment, durable goods, mining, mineral processing and electric utility industries. Through its Engineering Services Segment, Elgin provides design, engineering, procurement and construction management services for mineral processing and bulk materials handling systems used in the mining, mineral processing, electric utility and the rail and marine transportation industries.
Variability of Revenues and Cash Flows
The Engineering Services Segment's project base is typically comprised of over 100 projects in process each year. At any given time, this project base includes a substantial majority of small projects (which the Company defines as producing less than $1.0 million in annual sales) as well as a number of larger projects (which the Company defines as producing $1.0 million or more in annual sales). The Company's revenues from these larger projects tend to fluctuate from year to year depending on the number of such projects in process and the respective status of each project. In addition, these larger projects often extend over more than one year, causing potential fluctuations in revenues and cash flows. The Company uses the percentage of completion method of accounting for its engineering services contracts. Under this method of accounting, the degree of completion of each contract is generally determined by comparing the costs incurred to date to the total costs anticipated for the entire contract, taking into account the current estimates of cost to complete the contract. Revenue is recognized on each contract as a percentage of the total contract revenue in proportion to the degree of the project's completion. Management routinely reviews total estimated costs to complete each contract and revises the estimated gross margin on the contract accordingly. Losses are recognized in full in the period in which they are determined. Cash flows can vary significantly from period to period, depending on the terms of the larger contracts then in force. In some contracts, the customers provide full or partial advance cash payments prior to performance by the Company. In other contracts, receipts follow disbursements in varying degrees. As a result, reported operating income of the Engineering Services Segment for any period is not necessarily indicative of cash flow for that period.
Results of Operations
The following tables set forth, for the periods indicated, amounts derived from the Company's consolidated statements of operations and related percentages of net sales. There can be no assurance that the trends in operating results will continue in the future.
Company Consolidated (dollars in millions)
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999
Net Sales: Net sales for the Manufactured Products Segment for the year ended December 31, 2000 increased $2.7 million, or 3.5%, to $80.0 million from $77.3 million for the corresponding period in 1999. Increased sales of screen and screen parts, industrial capital equipment and electronic components were partially offset with decreased sales of specialty fasteners and decreased steel fabrication sales.
Net sales for the Engineering Services Segment for the year ended December 31, 2000 increased $10.3 million, or 14.2%, to $83.3 million from $73.0 million for the corresponding period in 1999 due primarily to increased sales of larger engineering jobs with sales greater than $1.0 million. In 2000 the
Engineering Services Segment had $69.7 million in sales from seventeen larger jobs compared to $58.5 million from fifteen jobs for 1999. This increase was partially offset with decreased sales on smaller projects with sales less than $1.0 million. For the year ended December 31, 2000 sales of smaller engineering jobs totaled $13.6 million compared to $14.5 million for the corresponding period in 1999.
Cost of Sales: Cost of sales for the Manufactured Products Segment for the year ended December 31, 2000 increased $1.8 million, or 3.6%, to $52.4 million from $50.6 million for the corresponding period in 1999 primarily due to an overall increased sales level. The Manufactured Products Segment's cost of sales as a percentage of net sales increased slightly to 65.5% for the year ended December 31, 2000 from 65.4% for the corresponding period in 1999.
Cost of sales for the Engineering Services Segment for the year ended December 31, 2000 increased $11.7 million, or 19.3%, to $72.0 million from $60.3 million for the corresponding period in 1999. The cost of sales for the year ended December 31, 1999 included a reduction of approximately $1.6 million due to the favorable settlement of a lawsuit relating to an engineering contract claim. Without the effect of this settlement the cost of sales would have increased $10.1 million primarily due to favorable closeouts on some larger projects in 1999. As a percentage of net sales, the Engineering Services Segment's cost of sales increased to 86.3% for the year ended December 31, 2000 from 82.6% for the corresponding period in 1999.
Gross Profit: Gross profit for the Manufactured Products Segment for the year ended December 31, 2000 increased $0.9 million, or 3.3%, to $27.6 million from $26.7 million for the corresponding period in 1999 due to the increased sales level. The Manufactured Products Segment's gross profit as a percentage of net sales decreased slightly to 34.5% for the year ended December 31, 2000 from 34.6% for the corresponding period in 1999.
Gross profit of the Engineering Services Segment for the year ended December 31, 2000 decreased $1.3 million, or 10.2%, to $11.4 million from $12.7 million for the corresponding period in 1999 primarily due to a reduction of the cost of sales of $1.6 million in 1999 due to a settlement of a lawsuit described above and due to higher margins earned on larger projects and to favorable closeouts on some larger projects in 1999, partially offset with the higher sales level in the year ended December 31, 2000. As a percentage of net sales, the Engineering Services Segment's gross profit decreased to 13.7% for the year ended December 31, 2000 from 17.4% for the corresponding period in 1999.
Selling, General and Administrative Expenses: Selling, general and administrative expenses of the Company of $24.1 million for the year ended December 31, 2000 represented a decrease of $1.0 million in comparison to $25.1 million for the corresponding period in 1999 primarily due to lower proposal costs, a decreased provision for receivables within the Engineering Services Segment and higher pension income at Corporate.
Amortization Expense: Amortization expense of $0.8 million for the year ended December 31, 2000 approximated the amortization expense in 1999.
Operating Income: Operating income of the Company for the year ended December 31, 2000 of $14.2 million was $0.7 million higher than the operating income of $13.5 million for the corresponding period in 1999 for the reasons discussed above. Operating income as a percentage of net sales decreased to 8.7% for the year ended December 31, 2000 from 9.0% for the corresponding period in 1999.
Interest Income: Interest income of the Company for the year ended December 31, 2000 of $0.9 million decreased $0.3 million or 30.0% from $1.2 million for the year ended December 31, 1999. This decrease was due to interest received on a lawsuit settlement described above in 1999 along with decreased interest bearing deposits in 2000.
Interest Expense Interest expense of the Company for the year ended December 31, 2000 of $8.5 million decreased $0.6 million or 5.9% from $9.1 million for the corresponding period in 1999 due to the decreased debt outstanding.
Income from Continuing Operations Before Income Taxes: Income from continuing operations before income taxes for the year ended December 31, 2000 increased $0.8 million, or 14.6%, to $6.5 million from $5.7 million for the corresponding period in 1999 for the reasons discussed above. Income from continuing operations, before income taxes, as a percentage of net sales was 4.0% for the year ended December 31, 2000 compared to 3.8% for the year ended 1999.
Provision for Income Taxes: Provision for income taxes for the year ended December 31, 2000 increased $0.1 million to $2.6 million from $2.5 million the year ended December 31, 1999. The Company's effective tax rate decreased to 40% in 2000 from 44% in 1999 primarily due to lower foreign and state taxes.
Income before Extraordinary Item: Income before extraordinary item for the year ended December 31, 2000 of $3.9 million increased $0.8 million or 23.6% from $3.1 million for the corresponding period in 1999 for the reasons discussed above. Income before extraordinary item as a percentage of net sales increased to 2.4% for the year ended December 31, 2000 from 2.1% for the corresponding period in 1999.
Extraordinary Item, Net of Income Taxes: The extraordinary item of $0.4 million for the year ended December 31, 1999 was the gain on the early extinguishment of debt that resulted from the repurchase of $11.1 million in Senior Notes at a discount, partially offset with amortization of the remaining financing costs related to the notes repurchased.
Net Income: The net income for the Company for the year ended December 31, 2000 increased $0.4 million, or 10.2%, to $3.9 million from $3.5 million for the year ended December 31, 1999 for the reasons discussed above. Net income as a percentage of net sales increased to 2.4% for the year ended December 31, 2000 from 2.3% for the corresponding year ended 1999.
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998
Net Sales: Net sales for the Manufactured Products Segment for the year ended December 31, 1999 decreased $4.8 million, or 5.8%, to $77.3 million from $82.1 million for the corresponding period in 1998. Decreased sales of powertrain fasteners, centrifugal dryers, high voltage equipment and industrial capital equipment were partially offset with increased steel fabrication sales.
Net sales for the Engineering Services Segment for the year ended December 31, 1999 decreased $1.0 million, or 1.3%, to $73.0 million from $74.0 million for the corresponding period in 1998 due primarily to decreased sales of smaller engineering jobs with sales less than $1.0 million. In 1999 the Engineering Services Segment had $14.5 million in sales from smaller jobs compared to $18.8 million for 1998. This decrease was partially offset with increased sales on larger projects with sales over $1.0 million. For the year ended December 31, 1999, sales of $58.5 million were reported on fifteen larger projects, exceeding sales of $55.2 million reported on sixteen larger projects for the corresponding period in 1998.
Cost of Sales: Cost of sales for the Manufactured Products Segment for the year ended December 31, 1999 decreased $3.7 million, or 6.9%, to $50.6 million from $54.3 million for the corresponding period in 1998 primarily due to an overall decreased sales level. The Manufactured Products Segment's cost of sales as a percentage of net sales decreased to 65.4% for the year ended December 31, 1999 from 66.2% for the corresponding period in 1998 primarily due to lower costs as a percentage of sales on fastener sales and screen and related parts sales, partially offset with higher costs on centrifugal dryer sales.
Cost of sales for the Engineering Services Segment for the year ended December 31, 1999 decreased $3.8 million, or 5.8%, to $60.3 million from $64.1 million for the corresponding period in 1998. The cost of
sales for the year ended December 31, 1999 included a reduction of approximately $1.6 million due to the favorable settlement of a lawsuit relating to an engineering contract claim. Without the effect of this settlement the cost of sales would have decreased $2.2 million primarily due to favorable closeouts on some larger projects. As a percentage of net sales, the Engineering Services Segment's cost of sales decreased to 82.6% for the year ended December 31, 1999 from 86.6% for the corresponding period in 1998.
Gross Profit: Gross profit for the Manufactured Products Segment for the year ended December 31, 1999 decreased $1.1 million, or 3.7%, to $26.7 million from $27.8 million for the corresponding period in 1998 due to the decreased sales level, partially offset with lower costs as a percentage of sales. The Manufactured Products Segment's gross profit as a percentage of net sales increased to 34.6% for the year ended December 31, 1999 from 33.8% for the corresponding period in 1998. The increase in the gross profit was primarily due to increased margins on fastener sales and screen and screen parts sales, partially offset with a lower gross profit margin earned on centrifugal dryer sales.
Gross profit of the Engineering Services Segment for the year ended December 31, 1999 increased $2.8 million, or 27.9%, to $12.7 million from $9.9 million for the corresponding period in 1998 primarily due to a reduction of the cost of sales of $1.6 million due to a settlement of a lawsuit described above and due to higher margins earned on larger projects. As a percentage of net sales, the Engineering Services Segment's gross profit increased to 17.4% for the year ended December 31, 1999 from 13.4% for the corresponding period in 1998.
Selling, General and Administrative Expenses: Selling, general and administrative expenses of the Company of $25.1 million for the year ended December 31, 1999 increased $3.0 million in comparison to $22.1 million for the corresponding period in 1998 primarily due to higher proposal costs, an increased provision for receivables and higher professional fees within the Engineering Services Segment. The Manufactured Products Segment incurred increased warranty costs and higher costs related to the sales efforts of centrifugal dryers. Selling, general and administrative expenses as a percentage of net sales increased to 16.7% for the year ended December 31, 1999 from 14.2% for the corresponding period in 1998 due to decreased net sales.
Amortization Expense: Amortization expense of the Company for the year ended December 31, 1999 decreased $1.3 million, or 63.4%, to $0.8 million from $2.1 million for the corresponding period in 1998. The decrease in amortization expense resulted from the completion of the non-compete amortization in 1998.
Operating Income: Operating income of the Company for the year ended December 31, 1999 of $13.5 million approximated the operating income for the corresponding period in 1998 for the reasons discussed above. Operating income as a percentage of net sales increased to 9.0% for the year ended December 31, 1999 from 8.6% for the corresponding period in 1998.
Interest Income: Interest income of the Company for the year ended December 31, 1999 increased $0.1 million or 11.2%. This increase was due to interest received on a lawsuit settlement described above, partially offset with decreased interest bearing deposits.
Interest Expense: Interest expense of the Company for the year ended December 31, 1999 decreased $0.2 million or 2.4% due to the decreased debt outstanding and a slightly lower interest rate compared to 1998.
Income from Continuing Operations Before Income Taxes: Income from continuing operations before income taxes for the year ended December 31, 1999 increased $0.3 million, or 7.8%, to $5.6 million from $5.3 million for the corresponding period in 1998 for the reasons discussed above. Income from continuing operations, before income taxes, as a percentage of net sales was 3.8% for the year ended December 31, 1999 compared to 3.4% for the year ended 1998.
Provision for Income Taxes: Provision for income taxes for the year ended December 31, 1999 increased $0.3 million or 17.7% to $2.5 million from $2.2 million the year ended December 31, 1998. The Company's
effective tax rate increased to 44.0% in 1999 from 40.8% in 1998 primarily due to higher foreign and state taxes.
Income from Continuing Operations: Income from continuing operations of the Company for the year ended December 31, 1999 of $3.1 million approximated income from continuing operations for the corresponding period in 1998 for the reasons discussed above. Income from continuing operations as a percentage of net sales increased to 2.1% for the year ended December 31, 1999 from 2.0% for the corresponding period in 1998.
Extraordinary Item, Net of Income Taxes: The extraordinary item of $0.4 million for the year ended December 31, 1999 was the gain on the early extinguishment of debt that resulted from the repurchase of $11.1 million in Senior Notes at a discount, partially offset with amortization of the remaining financing costs related to the notes repurchased.
Net Income: The net income for the Company for the year ended December 31, 1999 increased $0.4 million, or 13.2%, to $3.5 million from $3.1 million for the year ended December 31, 1998 for the reasons discussed above. Net income as a percentage of net sales increased to 2.3% for the year ended December 31, 1999 from 2.0% for the corresponding year ended 1998.
Liquidity and Capital Resources
Net cash provided by operating activities for the year ended December 31, 2000 was $10.7 million, due to $7.0 million generated from net income and non- cash charges. and $3.7 million net cash provided by operating assets and liabilities. Cash flows from operations for any specific period are often materially affected by the timing and amounts of payments on contracts of the Engineering Services Segment, and the timing of payments by such Segment for products and services.
Cash used in investing activities for the year ended December 31, 2000 of $6.4 million consisted of $4.3 million for capital expenditures in accordance with the Company's regular practice of upgrading and maintaining its equipment base and facilities and $2.1 million, net of cash acquired of $0.2 million, for the stock acquisiton of Precision Screw & Bolt Inc. ("Precision") in October, 2000. Precision is a manufacturer of specialty fasteners located in Cleveland, Ohio. Precision has 18 employees and has been in business since 1986.
Cash used in financing activities for 2000 of $7.0 million included $7.0 million for the repayment of principal outstanding on the revolver loan and $0.1 million of scheduled debt repayments, partially offset with $0.1 million in borrowings on a mortgage in connection with land purchased.
The Company's liquidity requirements, both long term (over one year) and short term, are for working capital, capital expenditures and debt service. The primary source for meeting these needs has been funds provided by operations. Based on current and planned operations the Company believes that funds provided by operations, along with cash on hand, will be adequate to meet its anticipated debt service requirements, working capital needs and capital expenditures. At December 31, 2000 the Company had a Senior Credit Facility which provided a $20.0 million revolving line of credit, subject to borrowing base limitations. There were no borrowings under the Senior Credit Facility (excluding $3.6 million in outstanding letters of credit and excluding payment and performance bonds) at that date. On January 18, 2001 the Senior Credit Facility was amended to increase the borrowing capacity of the revolver loan up to $23,000,000 (less any outstanding letters of credit) based on a monthly variable borrowing base. In addition the Senior Credit Facility was amended to include a $12,000,000 term loan. Both the revolver and the term loan have a maturity of January 18, 2005. The term loan will require quarterly principal payments of $750,000 beginning April 2001. The increased debt capacity of the amended Senior Credit Facility has allowed the Company to acquire Leland Powell Fasteners, Inc. ("Leland") on January 18, 2001. The purchase price of Leland was approximately $20 million. Leland is a manufacturer of specialty fasteners located in Martin, Tennessee. Leland Powell has 53 employees and has been in business since 1968.
Backlog
The Company's backlog consists primarily of that portion of contracts for the Engineering Services Segment that have been awarded but not performed and also includes open orders for the Manufactured Products Segment. Backlog at December 31, 2000 was $92.5 million. Approximately $9.3 million relates to the Manufactured Products Segment, with the remainder of $83.2 million relating to the Engineering Services Segment. Within the Engineering Services Segment's backlog at December 31, 2000, $57.8 million relates to three engineering, procurement and construction management projects of material handling systems, and $5.0 million relates to the procurement of coal processing equipment for a coal preparation facility. A majority of the current backlog is expected to be realized within the next twelve months.
Inflation
Historically, general inflation has had only a minor affect on the operations of the Company and its internal and external sources for liquidity and working capital, and the Company has generally been able to increase prices to reflect cost increases.
Safe Harbor
Statements herein regarding the Company's ability to meet its liquidity requirements and the anticipated benefits from the Company's capital expenditures, and the Company's expected realization of current backlog constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Act of 1934. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Further, statements herein regarding the Company's performance in future periods are subject to risks relating to, deterioration of relationships with, or the loss of material customers or suppliers, possible product liability claims, decreases in demand for the Company's products, and adverse changes in general market and industry conditions. Management believes these forward looking statements are reasonable; however, undue reliance should not be placed on such forward looking statements, which are based on current expectations.
ITEM 7A.
ITEM 7A. MARKET RISK
In 2000, approximately 11% of the Company's net sales were attributable to products sold or services provided outside of the United States. In 2000, the majority of the Company's foreign sales were to companies located in Egypt, Australia, and Poland. A portion of these net sales and cost of sales is derived from international operations which are conducted in foreign currencies. Changes in the value of these foreign currencies relative to the U.S. dollar could adversely affect the Company's business, financial condition, results of operation and debt service capability. The majority of the Company's foreign sales and costs are denominated in U.S. dollars. With respect to transactions denominated in foreign currencies, the Company attempts to mitigate foreign exchange risk by contractually shifting the burden of the risk of currency fluctuations to the other party in the transactions.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements of Elgin National Industries, Inc.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder Elgin National Industries, Inc.
We have audited the balance sheets of Elgin National Industries, Inc. and Subsidiary Companies as of December 31, 2000 and 1999, and the related statements of income, changes in common stockholder's deficit and cash flows for each of the three years ended December 31, 2000. Our audit also included the financial schedule listed in the index at Item 14(b). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the 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. 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 consolidated financial position of Elgin National Industries, Inc. and Subsidiary Companies as of December 31, 2000 and 1999 and the consolidated results of their operations and their cash flows for each of the three years ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule when considered in relation to the basic statements, taken as a whole, presents fairly in all material respects the information set therein.
Ernst & Young LLP
Chicago, Illinois February 21, 2001
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS December 31, 2000 and 1999 (in thousands except share data)
The accompanying notes are an integral part of the consolidated financial statements.
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME For the Years Ended December 31, 2000, 1999 and 1998 (in thousands)
The accompanying notes are an integral part of the consolidated financial statements.
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDER'S DEFICIT For the Years Ended December 31, 2000, 1999 and 1998 (in thousands except share data)
The accompanying notes are an integral part of the consolidated financial statements.
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2000, 1999 and 1998 (in thousands)
The accompanying notes are an integral part of the consolidated financial statements.
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Company
Elgin National Industries, Inc. ("the Company") owns and operates a diversified group of middle-market industrial manufacturing and engineering services businesses. The Company is organized into two operating segments. Through its Manufactured Products Segment, the Company manufactures and supplies custom-designed, highly engineered products used by a wide variety of customers in the industrial equipment, durable goods, mining, mineral processing and electric utility industries, primarily within the United States. Through its Engineering Services Segment, the Company provides design, engineering, procurement and construction management services for mineral processing and bulk materials handling systems used in the mining, mineral processing, electric utilities and the rail and marine transportation industries, both within the United States and internationally.
2. Summary of Significant Accounting Policies
The significant accounting policies of the Company are summarized below:
(a) Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
(b) Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
(c) Revenue Recognition
Revenues earned through manufactured products are recognized upon shipment to the customer. Revenues earned through engineering services are recognized on the percentage-of-completion method measured by comparing costs incurred to date with total estimated costs on each project. The lengths of the Company's construction contracts vary, but are typically longer than one year. However, in accordance with industry practice, contract-related assets and liabilities are classified as current in the accompanying consolidated balance sheets. Contract costs include direct material and engineering costs along with indirect costs related to contract performance. Favorable adjustments to these cost estimates are made and recognized in income over the remaining contract period. Unfavorable adjustments are recorded as soon as they are apparent. Estimated losses on uncompleted contracts are provided in full within the period in which such losses are determinable.
(d) Accounts Receivable
Credit evaluations of customers are ongoing and collateral, or other security is generally not required on accounts receivable. An allowance for doubtful accounts is maintained at a level management believes is sufficient to cover potential credit losses.
(e) Inventories
Inventories are valued at the lower of cost or market. Cost is determined on the first-in, first-out (FIFO) and the average cost bases.
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(f) Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation is computed principally using the straight-line and double declining-balance methods over the estimated useful lives of the related assets which range from 3 to 30 years. Maintenance and repair costs are charged to earnings as incurred. Costs of major improvements are capitalized.
(g) Goodwill and Intangibles
The excess of cost over fair value of the net assets acquired is reflected in the consolidated financial statements as goodwill and is being amortized using the straight-line method over a period of twenty years. The Company assesses recoverability of goodwill based on an evaluation of undiscounted projected cash flows of the acquired business through the remaining amortization period. If an impairment exists, the amount of such impairment is calculated based on the difference between the carrying value and the estimated fair value of the asset.
Intangibles consist primarily of financing and acquisition costs and are being amortized using the straight-line method over a period of three to ten years.
(h) Income Taxes
Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at December 31, 2000 and 1999 based on tax rates applicable to the periods in which the differences are expected to affect taxable earnings. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
(i) Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
(j) Fair Value of Financial Instruments
The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:
Cash and cash equivalents: The carrying amount reported in the balance sheet for cash and cash equivalents approximates its fair value.
Accounts receivable and accounts payable: The carrying amounts reported in the balance sheet for accounts receivable and accounts payable approximate their fair value.
Long-term debt: The fair values for long-term debt is based on quoted market prices, except current portion which approximates book value.
(k) Shipping Costs
The Company classifies shipping costs incurred to physically move product from the seller's place of business to the buyer's designated location as selling costs. Shipping costs were $527,000, $557,000 and $560,000 for the years ended December 31, 2000, 1999 and 1999 respectively.
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(l) Adoption of Accounting Principles
The Company will implement the provisions of Statement of Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133"), which will be effective for fiscal years beginning after June 15, 2000. SFAS No. 133 requires all derivatives to be recognized in the statement of financial position as either assets or liabilities and measured at fair value. In addition, all hedging relationships must be designated, reassessed and documented pursuant to the provisions of SFAS No. 133. The Company will be required to adopt SFAS No. 133 on January 1, 2001. Management believes the adoption of SFAS No. 133 will not have a material effect on the Company.
(m) Reclassification
Certain amounts in the 1999 and 1998 financial statements have been reclassified to conform to the 2000 presentation.
3. Accounts Receivable
Accounts receivable consist of:
Billings exceeded related costs and gross profit recognized on certain contracts by $16,762,000 and $11,094,000 as of December 31, 2000 and 1999, respectively. These amounts are classified as current liabilities in the accompanying consolidated balance sheets.
It is estimated that the majority of the retainage due upon completion of contracts at December 31, 2000 will be collected in 2001.
A significant portion of the Company's business activity is concentrated within the coal mining industry. Accounts receivable at December 31, 2000 and 1999 from companies within the coal mining industry were $17,300,000 and $17,306,000, respectively.
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
4. Inventories
Inventories consist of:
5. Property, Plant and Equipment
Property, plant and equipment, at cost, consist of:
Depreciation expense for the years ended December 31, 2000, 1999 and 1998 was $2,407,000, $2,370,000 and $2,289,000, respectively.
6. Goodwill and Intangibles
The components of goodwill and intangibles are as follows:
Amortization expense, including amounts related to the early extinguishment of debt, was $775,000, $1,164,000 and $2,128,000, for the years ended December 31, 2000, 1999 and 1998, respectively.
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
7. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consist of:
8. Income Taxes
The types of temporary differences between the tax bases of assets and liabilities and their financial reporting amounts that give rise to a significant portion of the deferred tax liability and deferred tax asset of which their approximate tax effect are as follows:
The components of the provision (benefit) for income taxes are:
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
8. Income Taxes, continued
Allocation of the provision for income taxes in the 2000, 1999 and 1998 consolidated statements of income include the following:
The Company's effective tax rates of 40%, 44% and 41% for the years ended December 31, 2000, 1999 and 1998, respectively, differ from the statutory federal tax rate of 34% as follows:
The Company made cash payments for income taxes totalling $2,704,000, $2,022,000 and $2,307,000 during the years ended December 31, 2000, 1999 and 1998, respectively.
9. Long-Term Debt
Long-term debt consists of:
Under the terms of the Bank Credit Agreement, the revolver loan had a borrowing capacity of up to $20,000,000 (less any outstanding letters of credit) based upon a monthly variable borrowing base. At December 31, 2000, the Company's available borrowing base of $18,919,000 less the outstanding letters of credit of $3,631,000 resulted in an available portion of the revolving credit facility of $15,288,000. The
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
9. Long-Term Debt, continued
revolver interest was at either (a) the greater of Federal Funds Rate plus 0.5% or the bank's reference rate, or (b) LIBOR plus 1.5%. A commitment fee of 3/10% per annum on unused borrowable money under the revolving loan and a 1.5% per annum fee for outstanding letters of credit is payable to the bank quarterly.
The Company's accounts receivable and inventory were pledged under the terms of the Bank Credit Agreement as of December 31, 2000.
On January 18, 2001 the Bank Credit Agreement was amended to increase the borrowing capacity of the revolver loan up to $23,000,000 (less any outstanding letters of credit) based on a monthly variable borrowing base. In addition the Bank Credit Agreement was amended to include a $12,000,000 term loan. Both the revolver and the term loan portions of the Bank Credit Agreement have a maturity of January 18, 2005. The term loan will require quarterly principal payments of $750,000 beginning April 2001. In addition to the collateral pledged as of December 31, 2000 the Company has pledged its remaining assets for the amended and restated Bank Credit Agreement.
The Bank Credit Agreement contains certain restrictive covenants, which, among other things, limit the amount of indebtedness, limit the payment of dividends and require the maintenance of certain financial ratios.
Annual principal payments on long-term debt at December 31, 2000 were as follows (in thousands):
Under the terms of the senior notes, the Company is required to make only interest payments until the senior notes maturity in 2007. The senior notes may be redeemed, in whole or in part, at any time on or after November 1, 2002 at the option of the Company, at the redemption prices as detailed below, being equal to a percentage of the principal amount of the notes being redeemed, plus accrued and unpaid interest and specified liquidated damages, if any, to the date of redemption.
In addition, in the event of a Change of Control, each holder of the senior notes will have the right to require the Company to make an offer to purchase such holder's notes, in whole or in part, at a price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest and liquidated damages, if any, to the date of purchase.
The senior notes contain certain restrictive covenants, which, among other things, limit the ability of the Company to incur additional indebtedness and make certain restricted payments, grant liens upon its assets, sell certain assets, merge or consolidate.
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
9. Long-Term Debt, continued
The senior notes are unsecured obligations and are guaranteed by the Company's material domestic subsidiaries.
In 1999 the Company repurchased $11,050,000 of the senior notes at a discount of $1,004,000. The gain on early extinguishment of debt is reduced by the amortization of financing costs of $385,000, and is shown net of tax.
The Company's interest expense for the years ended December 31, 2000, 1999 and 1998 was $8,526,000, $9,059,000 and $9,283,000, respectively. The Company made cash payments for interest totalling $8,557,000, $9,218,000 and $9,283,000, respectively, during 2000, 1999 and 1998.
The weighted average interest rate on short term borrowings for 2000 was 7.97%.
Based upon the Company's ability to obtain financing under similar terms, the estimated fair value of the Company's long-term debt including the current portion was $61,529,000, and $66,269,000 at December 31, 2000 and December 31, 1999, respectively.
10. Redeemable Preferred Stock Units
In exchange for amounts owed to certain officers, the Company granted to them redeemable preferred stock units redeemable on December 31, 2007 with an aggregate principal value of $7,274,000 provided, that, the Company's obligation to make a redemption payment at such time is subject to the restrictions contained in the agreement governing the 11% senior notes due 2007.
The Company had accrued dividend equivalent amounts equal to $5,287,000 and $4,560,000 at December 31, 2000 and 1999, respectively. The redeemable preferred stock units accrue at 10% per annum. Principal and accrued dividend equivalent amounts were $12,561,000 and $11,834,000 at December 31, 2000 and 1999, respectively, and will be paid in tandem with the Company's redeemable preferred stock dividend and redemption payments.
11. Redeemable Preferred Stock
The Company has 550,000 shares of $1.00 par value redeemable preferred stock authorized with 19,952 shares issued and outstanding at December 31, 2000. The redeemable preferred stock is mandatorily redeemable at $100 per share totalling $1,995,000 for all shares currently outstanding, plus all accrued and unpaid dividends thereon on December 31, 2007 or upon the occurrence of a qualified public offering or other sale of the Company.
The redeemable preferred stock has a preferential liquidation value of $100 per share and accrues cumulative preferred dividends at 10% per annum of the liquidation value. Dividends accrue cumulatively at a rate of 10% per annum. Redeemable preferred stock has no voting rights.
The Company had accrued dividends of $1,450,000 and $1,251,000 as of December 31, 2000 and 1999, respectively.
12. Pension and Profit Sharing Plans
The Company has a noncontributory defined benefit plan which is open to all eligible, full-time, nonunion employees and is salary related and integrated with Social Security. The Company's funding policy for the plan is to fund the minimum annual contribution required by applicable regulations. Pension plan assets are primarily invested in bonds, corporate notes and common stock.
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
12. Pension and Profit Sharing Plans, continued
In 1995, the Company established a nonqualified supplemental employee retirement plan ("SERP") for certain employees whose pension benefits were limited by the Omnibus Budget Reconciliation Act of 1993, the Employee Retirement Income Security Act and the Uruguay Round General Agreement on Tariffs and Trade ("GATT").
In 1999, the Company changed the actuarial valuation period from a calendar year to the period from October 1 to September 30 of each year. Accordingly, the following information for the years ended December 31, 2000 and 1999 has been obtained from the actuarial computation for the years ended September 30, 2000 and 1999, respectively.
The change in the benefit obligation is as follows for the years ended December 31:
The change in plan assets is as follows for the years ended December 31:
Prepaid pension cost included in other assets at December 31, 2000 and 1999, was $22,517,000 and $21,090,000, respectively. Pension costs included in other liabilities at December 31, 2000 and 1999, was $1,382,000 and $1,294,000, respectively.
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
12. Pension and Profit Sharing Plans, continued
At December 31, 2000 and 1999, respectively, the Company's SERP projected benefit obligation of $1,111,000 and $1,731,000 was not funded.
Weighted average assumptions as of December 31:
Components of net periodic pension cost are as follows for the years ended:
In addition the Company makes contributions to a union-administered pension plan for certain employees who do not participate in the Company's pension plan. The Company's aggregate expense for these plans for the years ended December 31, 2000, 1999 and 1998 was $47,000, $49,000 and $56,000, respectively.
The Company has a combined 401(k) employee savings and profit sharing plan for all eligible, full time non-union employees. Contributions to the plan are based upon management's discretion. The Company's aggregate expense for these plans for the years ended December 31, 2000, 1999 and 1998 was $1,240,000, $1,036,000 and $1,266,000, respectively.
In addition the Company established during 1995 a non-qualified profit sharing plan for certain employees whose 401(k) benefits were also limited to the Omnibus Budget Reconciliation Act of 1993, the Employee Retirement Income Security Act and the Uruguay Round General Agreement on Tariffs and Trade ("GATT"). The Company's expense for this plan in 2000, 1999 and 1998 was $36,000, $12,000 and $37,000, respectively.
13. Leases
The Company has entered into noncancellable operating leases, primarily for office space, vehicles and equipment, that have initial or remaining terms of more than one year.
Future minimum annual rental expenditures are as follows:
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
13. Leases, continued
Rental expense for the twelve months ended December 31, 2000, 1999 and 1998 was $1,941,000, $1,634,000 and $1,453,000, respectively.
14. Related Party Transactions
At December 31, 2000 and 1999, the Company had the following outstanding notes receivable and note payable with related parties:
(I) Two notes receivable from a limited partnership owned by an officer with principal due on each in the amount of $1,000,000 in December, 2007. Prepayment is required if the value to be paid under the redeemable preferred stock units at the time of payment is less than the aggregate amount of the principal and interest outstanding. Interest accrues at 5.35% and 6.31%, respectively, and is payable at the earlier of prepayment or maturity. Interest earned for each of the years ended December 31, 2000, 1999 and 1998 was $117,000.
(II) Notes receivable from certain officers in the total principal amount of $1,033,000, $600,000 and $4,200,000 due in December, 2007. Interest accrues at 6.42%, 6.31% and 5.37%, respectively, per annum. Interest earned was $330,000, $217,000, and $104,000, respectively, for the years ended December 31, 2000, 1999 and 1998.
(III) Subject to an offset agreement, notes receivable and a note payable in the amount of $1,603,000 with a limited partnership owned by an officer. These notes accrue interest at 5.35% annually. All notes are due in December, 2007.
15. Contingencies
The Company has claims against others, and there are claims by others against it, in a variety of matters arising out of the conduct of the Company's business. The ultimate resolution of all such claims would not, in the opinion of management, have a material effect on the Company's financial position, cash flows or results of operations.
In connection with the 1993 leveraged buyout of the Company, The Jupiter Corporation ("Jupiter"), the previous owner, agreed to indemnify the Company against various claims and ongoing litigation and assumed the defense of such litigation. The litigation includes a wrongful death product liability claim against one of the Company's subsidiaries in connection with an accident at a work site. Although the Company believes that Jupiter and its insurance carrier are performing on the indemnity obligations, there can be no assurance that they will continue to do so or that the Company would successfully recover on the indemnity in the event of an adverse judgement against the subsidiary or adverse outcomes in any other proceedings. In any such case, the Company would bear the cost of defense and any adverse judgment. One or more such adverse judgements could materially and adversely affect the Company's business, financial condition, results of operations and debt service capability.
In early 1999 the Company settled a lawsuit relating to an engineering contract claim. The Company received approximately $1.8 million in this settlement. This settlement was reflected in the Company's 1999 financial statements.
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
16. Segment Information
The Company operates predominantly within the United States, primarily in two industries, Manufactured Products and Engineering Services. The accounting policies of the segments are the same as those described in the "Summary of Significant Accounting Policies." In accordance with the Company's method of internal reporting, corporate-headquarters costs are not allocated to the individual segments. Information about the Company by industry is presented below for the years ended December 31:
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
16. Segment Information, continued
The following is sales information by geographic area for the years ended December 31:
Foreign revenue is based on the final destination of merchandise sold. There were no sales to a single foreign country that were material to the consolidated revenues of the Company.
17. Subsidiary Guarantors
The Company's payment obligations under the Senior Notes and revolver loan are fully and unconditionally guaranteed on a joint and several basis (collectively, "Subsidiary Guarantees") by Tabor Machine Company, Norris Screen and Manufacturing, Inc., TranService, Inc., Mining Controls, Inc., Clinch River Corporation, Centrifugal Services, Inc., Roberts & Schaefer Company, Soros Associates, Inc., Vanco International, Inc. and Precision Screw & Bolt Inc., ENI International, Ltd. ("the Guarantors") each a direct, wholly-owned subsidiary of the Company. The following summarized combined financial data illustrates the composition of the combined Guarantors.
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
17. Subsidiary Guarantors, continued
The direct and non-direct, non-guarantor subsidiaries, in terms of assets, equity, income, and cash flows, on an individual and combined basis are inconsequential.
Separate financial statements of the Guarantors are not presented because management has determined that these would not be material to investors.
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
18. Selected Quarterly Data (unaudited)
19. Subsequent Event
On January 18, 2001 the Company acquired Leland Powell Fasteners, Inc. ("Leland") for approximately $20 million. Leland is a manufacturer of specialty fasteners located in Martin, Tennessee. Leland Powell has 53 employees and has been in business since 1968. On that date the Company amended the Bank Credit Agreement increasing the borrowing capacity of the revolver loan from $20 million to $23 million. In addition the Bank Credit Agreement was amended to include a $12 million term loan. The term loan will require quarterly principal payments of $750,000 beginning April, 2001.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT MANAGEMENT
The following table sets forth information regarding the directors and executive officers of the Company:
Directors are elected for one year terms and hold office until their successors are elected and qualified. The executive officers are appointed by and serve at the discretion of the Board of Directors.
A brief description of the employment history of the directors and executive officers of the Company listed above are set forth below:
Fred C. Schulte is Chairman of the Board, Chief Executive Officer and a Director of the Company. Mr. Schulte joined the Company as President and CEO in 1988 in connection with the acquisition of the Company by The Jupiter Corporation. Mr. Schulte had joined The Jupiter Corporation earlier that same year. From 1986 to 1988, Mr. Schulte served as Vice President- Executive Department for Santa Fe Southern Pacific at its headquarters in Chicago. From 1976 to 1986, Mr. Schulte was employed with SF Mineral Company (a Santa Fe Southern Pacific Company) in Albuquerque, New Mexico. From 1974 to 1976, Mr. Schulte was employed by Kerr McGee Corporation where he held a number of engineering, operating and management positions in the company's Hard-Minerals Division. Prior to 1974, Mr. Schulte served for five years in the United States Air Force as a pilot and operations officer. Mr. Schulte received an Engineer of Mines degree from the Colorado School of Mines and a Master of Business Administration degree from Oklahoma City University.
Charles D. Hall is President, Chief Operating Officer and a Director of the Company. Mr. Hall joined the corporate staff of the Company in 1988, serving as Vice President of Operations prior to being named President in 1997. From 1975 to 1988, Mr. Hall was employed by Ohio Rod, initially as Controller and Chief Financial Officer and then, in late 1975, as President, a position he held until 1988. Prior to joining Ohio Rod, Mr. Hall was employed by Walker China in Bedford Heights, Ohio from 1971 to 1974. Mr. Hall is the father of David Hall, the Company's Vice President of Manufacturing.
Wayne J. Conner is Vice President, Chief Financial Officer, Treasurer and a Director of the Company. Mr. Conner joined the Company in 1989 as Vice President and Chief Financial Officer. From 1985 to 1989, Mr. Conner was employed by AluChem, Inc. of Cincinnati, Ohio as the Corporate Controller and Chief Financial Officer. From 1984 to 1985, Mr. Conner served as the Vice President of Finance and Administration for a start-up computer manual writing company, Comware, Incorporated. From 1976 to 1984, Mr. Conner was employed by Ohio Rod as the Controller and Chief Financial Officer. Mr. Conner began his career at the public accounting firm of Haskins and Sells. Mr. Conner is a graduate of the University of Cincinnati, College of Business Administration and is a Certified Public Accountant.
Lynn C. Batory is Vice President, Controller and Secretary of the Company. Ms. Batory joined the Company in 1983 as an internal auditor performing operational audits and special projects. Since then, Ms. Batory has held positions of increasing responsibility including Accounting Manager, Assistant Controller and her current position of Controller which she attained in 1988. In 1993, Ms. Batory was also named Vice President and Secretary. Prior to joining the Company, Ms. Batory was employed by NICOR, Inc. of Naperville, Illinois from 1981 to 1983 as a staff accountant providing financial support for ten mining companies and five marine transportation companies. Ms. Batory holds a Bachelor of Science degree in Accounting from the University of Houston.
David Hall is Vice President of Manufacturing. Mr. Hall joined the Company in 1995, and is currently responsible for the operations of the Manufactured Products Segment. From 1984 to 1995, Mr. Hall was employed by Consolidated Industries of Lafayette, Indiana where he served in various positions of increasing responsibility including Assistant Controller, Controller, Vice President of Finance and Administration and, beginning in 1994, General Manager. Mr. Hall has a Bachelor of Science degree in Accounting from Butler University. David Hall is the son of Charles D. Hall, President, Chief Operating Officer and a director of the Company.
Mort Maurer was elected in January, 1998 to serve as a director of the Company. Mr. Maurer has over 30 years executive managerial experience at large manufacturing companies, including Northrop Corporation and RCA. From 1983 to 1987, Mr. Maurer served as Vice President of Monogram Industries. Mr. Maurer currently serves as Chairman of the Board of Spaulding Composites, Inc. and since 1987, Mr. Maurer has been retained as a consultant by Nortek, Inc. Mr. Maurer holds a Master of Business Administration degree from Pepperdine University and also holds a Bachelor of Science degree in Mechanical Engineering.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth certain information concerning compensation of the Company's Chief Executive Officer and for the four other most highly compensated officers of the Company having total annual salary and bonus in excess of $100,000.
- -------- (1) Reflects employer contributions to the Company's Profit Sharing Plan (as defined) and Supplemental Employee Retirement Plan (as defined), auto, membership, professional fee and travel benefits and the value of term life and disability insurance premiums. (2) Includes employer contributions to the Company's Profit Sharing Plan and the value of life insurance premiums.
Profit Sharing Plan
The Company maintains the Elgin National Industries, Inc. Master Savings & Profit Sharing Plan (the "Profit Sharing Plan"). Generally, all non-union employees of the Company who have completed one year of service are eligible to participate in the Profit Sharing Plan. For any plan year, the Company may make a discretionary contribution to the Profit Sharing Plan, which is allocated to participants who have completed 1,000 hours of service during the year and who are employed on the last day of the year based on their compensation for that year. Participants vest in their account balances ratably over five years (in 20 percent increments). Generally, distributions from the Profit Sharing Plan are made following termination of employment.
Supplemental Employee Retirement Plan
The Company maintains the Elgin National Industries, Inc. Supplemental Retirement Plan (the "Supplemental Employee Retirement Plan"). Employees are eligible for participation in this plan if they participate in the Profit Sharing Plan or the ENI Pension Plan for Employees of Elgin National Industries, Inc. and Participating Affiliates (the "Pension Plan") and have been approved for participation by the Board of Directors. The Supplemental Employee Retirement Plan provides benefits to participants whose full benefits under the Profit Sharing Plan or the Pension Plan have been limited by certain provisions of the Internal Revenue Code. Benefits under the Supplemental Plan are generally payable upon termination of employment.
Pension Plan Table(a)
- -------- (a) The above table illustrates the estimated annual retirement benefits payable to Pension Plan and Supplemental Employee Retirement Plan participants commencing at age 65 in the form of a single life annuity, not subject to deduction for social security or other offsets. The above information is based on the current pension formula for various levels of compensation and years of service. (b) A participant's pension benefit is generally based on a percentage of his salary and bonus for the highest five years of his employment and his years of credited service. The compensation taken into account under the Pension Plan for 1997 was limited to $160,000 in accordance with Internal Revenue Code rules and such limitation may be adjusted periodically in the future in accordance with Section 401(a)(17) of the Code. Remuneration in the above table is represented as the highest consecutive five-year average salary. The above table does not reflect the current compensation limitation under Code Section 401(a)(17) for qualified pension plans, because the Supplemental Employee Retirement Plan provides benefits for compensation above the limitation. Credited service under the Pension Plan as of January 1, 2000 for the named executive officers is as follows: Mr. Schulte, 11 years; Mr. C. Hall, 26 years; Mr. Conner, 18 years; Ms. Batory 17 years; and Mr. D. Hall, 4 years.
Employment and Non-Competition Agreements
The Company and each of Messrs. Schulte, C. Hall and Conner entered into employment and non-competition agreements, with an initial term beginning on November 5, 1997, and ending on the fifth
anniversary thereof (the "Employment Agreements"). The terms of the new employment contracts relating to base salary and related increases and annual bonuses are substantially similar to the terms of the employment agreements negotiated between Senior Management and the Selling Stockholders that were in effect prior to the Recapitalization Transactions. The term of the Employment Agreements is subject to annual renewal after the initial term unless one party gives written notice of non-renewal to the other party at least 180 days prior to the then current expiration date. Under the terms of the Employment Agreements, Mr. Schulte serves as the Chief Executive Officer and received a base salary of $351,774 for 2000, and will receive annual increases beginning in 2001 equal to the greater of the change in the applicable consumer price index or 5% per annum; Mr. C. Hall serves as the President and Chief Operating Officer and received a base salary of $316,597 for 2000, and will receive annual increases beginning in 2001 equal to the greater of the change in the applicable consumer price index or 5% per annum; and Mr. Conner serves as the Chief Financial Officer and received a base salary of $182,923 for 2000, and will receive annual increases beginning in 2001 equal to the greater of the change in the applicable consumer price index or 5% per annum. Each of the executive officers is entitled to an annual bonus for 2000 and later years of 1.5% of the Company's consolidated earnings before interest expense, taxes, amortization and the employment agreement bonuses described in this paragraph, subject to certain adjustments. The Employment Agreements contain a confidentiality covenant and a non-competition covenant that generally applies during the term of employment and for a period of 3 years thereafter.
Each such Employment Agreement will terminate prior to the schedule expiration date in the event of the death or disability of the named executive officer or upon the sale by such named executive officer of his stock in the Company. In addition, the Company may terminate the employment of any of the named executive officers for cause (as defined in the agreements, generally commission of certain felonies, material breaches of duty or breaches of the non competition restriction) and any named executive officer may terminate employment in the event the Company materially breaches the provisions of the Employment Agreement. Upon such a termination by an executive officer or termination by the Company without cause, the terminated executive officer will be entitled to continued payments and benefits for the remainder of the then current term. Upon the expiration and non-renewal of the Employment Agreement, the executive officer will receive severance payments for one year thereafter equal to the executive's base salary, subject to the executive's continued compliance with the non-competition provisions. Under each of the Employment Agreements, the Company has the obligation to maintain life insurance covering each of the named executive officers, with the proceeds thereof to be used to honor any put rights exercised by the estate of an executive officer.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Partnership Agreement. The issued and outstanding common stock of the Company is owned by SHC Investment Partnership, a Delaware general partnership (the "Partnership"). Each of Fern Limited Partnership (a Delaware limited partnership controlled by Fred C. Schulte), Charles D. Hall and Wayne J. Conner holds a 33.33% voting interest in the Partnership. The management of the Partnership is governed by a partnership agreement (the "Partnership Agreement") among Fern, Hall and Conner. The Partnership Agreement requires that partners holding 66.66% of the voting interest in the Partnership must consent to any vote cast by the Partnership in its capacity as the sole common stockholder of the Company. Pursuant to the Partnership Agreement, each partner agrees to cause the Partnership to vote in favor of the election of Schulte, Hall and Conner as directors of the Company. Because of the greater number of common shares originally contributed to the Partnership by Fern, Fern will also hold a non-voting preferred equity interest in the Partnership. This preferred equity interest is entitled to a preference in any distributions until the agreed value of the preferred interest, and all accrued interest thereon, is paid. Generally, the partners are not permitted to transfer their interests in the Partnership, although the Partnership Agreement does permit a partner to transfer to family members the right to receive revenues due on the Partnership interest. In connection with the Partnership Agreement, each of Fern, Hall and Conner have agreed to grant each other a right of first refusal with respect to their respective shares of preferred stock in the Company. The outstanding preferred stock in the Company will continue to be held by Fern, Hall and Conner individually and will not be held by the Partnership.
The following table sets forth certain information regarding beneficial ownership of the capital stock of the Company by (i) each stockholder expected to own beneficially more than 5% of the outstanding capital stock of the Company and (ii) each director or executive officer of the Company and all directors and executive officers as a group.
- -------- (a)Does not include preferred stock units.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Members of Senior Management are indebted to the Company in the aggregate net amount of $7,833,000, described below.
Fred C. Schulte through his affiliate Fern Limited Partnership, a Delaware limited partnership controlled by Mr. Schulte, is indebted to the Company in the amount of $1,000,000 evidenced by a promissory note originally dated September 24, 1993 from Fern Limited Partnership, and payable to the Company, bearing interest at 5.35% per annum and maturing in December, 2007, subject to certain mandatory prepayment requirements. Fern Limited Partnership is the obligor on another promissory note dated September 24, 1993 and payable to the Company in the amount of $1,603,000, bearing interest at 5.35% per annum and maturing in December, 2007. This obligation is offset by two promissory notes from the Company payable to Mr. Schulte in the aggregate amount of $1,603,000 and bearing the same 5.35% percent interest rate and December, 2007 maturity date. Fern Limited Partnership is also indebted to the Company in the amount of $1,000,000 evidenced by a promissory note, dated December 23, 1997 bearing interest at 6.31% per annum and maturing in December, 2007.
Fred C. Schulte is indebted to the Company in the amount of $3,200,000 evidenced by a promissory note, dated June 30, 1999, bearing interest at 5.37% per annum and maturing in December, 2007
Charles D. Hall is indebted to the Company in the amount of $516,500 evidenced by a promissory note, dated September 24, 1993, bearing interest at 6.42% per annum and maturing in December, 2007, subject to certain mandatory prepayment requirements. Mr. Hall is indebted to the Company in the amount of $300,000 evidenced by a promissory note, dated December 23, 1997 bearing interest at 6.31% per annum and maturing in December, 2007. Mr. Hall is also indebted to the Company in the amount of $500,000 evidenced by a promissory note, dated June 30, 1999, bearing interest at 5.37% per annum and maturing in December, 2007.
Wayne J. Conner is indebted to the Company in the amount of $516,500 evidenced by a promissory note dated September 24, 1993 bearing interest at 6.42% per annum and maturing in December, 2007, subject to certain mandatory prepayment requirements. Mr. Conner is indebted to the Company in the amount of $300,000 evidenced by a promissory note, dated December 23, 1997 bearing interest at 6.31% per annum and maturing in December, 2007. Mr. Conner is also indebted to the Company in the amount of $500,000 evidenced by a promissory note, dated June 30, 1999, bearing interest at 5.37% per annum and maturing in December, 2007.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements
See "Index to Consolidated Financial Statements of Elgin National Industries, Inc." set forth in Item 8, "Financial Statements and Supplementary Data."
(b) Financial Statement Schedule
Schedule II Valuation and Qualifying Accounts........... 41
SCHEDULES OMITTED AS NOT REQUIRED OR INAPPLICABLE
Schedule I--Condensed financial information of registrant
Schedule III--Real estate and accumulated depreciation
Schedule IV--Mortgage loans on real estate
Schedule V--Supplemental information concerning property-casualty insurance operations
SCHEDULE II
ELGIN NATIONAL INDUSTRIES, INC.
VALUATION AND QUALIFYING ACCOUNTS (in thousands)
C. Exhibits
(i) A list of exhibits included as part of this Form 10-K is set forth in the Index to Exhibits that immediately precedes such Exhibits, which is incorporated herein by reference.
(ii) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements 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.
Elgin National Industries, Inc.
/s/ Wayne J. Conner By: _________________________________ Wayne J. Conner Vice President, Treasurer, and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)
Dated: March 24, 2001
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, on March 26, 2000.
Elgin National Industries, Inc.
/s/ Wayne J. Conner By: _________________________________ Wayne J. Conner Vice President, Treasurer and CFO (Duly Authorized Officer and Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and on the dates indicated.
INDEX TO EXHIBITS
- -------- (1) Filed herewith. (2) Incorporated by reference to Pre-Effective Form S-4 Registration Statement of the Company (File No. 333-43523) filed with the Commission on December 30, 1997. (3) Incorporated by reference to Pre-Effective Amendment No. 1 to Form S-4 Registration Statement of the Company (File No. 333-43523) filed with the Commission on January 23, 1998. * Management contract or compensatory plan or arrangement.