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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-K


/x/

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                TO                

COMMISSION FILE NUMBER 0-13198


MORTON INDUSTRIAL GROUP, INC.
(Exact name of registrant as specified in its charter)

Georgia
(State or other jurisdiction of
Incorporation or organization)
  38-0811650
(I.R.S. Employer Identification No.)

1021 W. Birchwood, Morton, Illinois 61550
(Address of principal executive offices)

(309) 266-7176
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act:
Class A Common Stock, par value $.01 per share
(Title of class)


    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   /x/

    Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   / /

    As of March 13, 2001, the aggregate market value of the Class A Common Stock held by non-affiliates was approximately $3,240,000 and there were 4,400,850 shares of Class A Common Stock and 200,000 shares of Class B Common Stock issued and outstanding.


DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the definitive Proxy Statement of the Registrant for the Annual Meeting of Shareholders to be held in June, 2001 are incorporated by reference into Part III hereof.




    "Safe Harbor" Statement Under The Private Securities Litigation Reform Act Of 1995: This annual report contains "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements containing the words "anticipates," "believes," "intends," "estimates," "expects," "projects" and similar words. The forward looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results expressed or implied by such forward looking statements. Such factors include, among others, the following: the loss of certain significant customers; the cyclicality of our construction and agricultural sales; risks associated with our acquisition strategy; general economic and business conditions, both nationally and in the markets in which we operate or will operate; competition; and other factors referenced in the Company's reports and registration statements filed with the Securities and Exchange Commission. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward looking statements. The forward looking statements contained herein speak only of the Company's expectation as of the date of this annual report. We disclaim any obligations to update any such factors or publicly announce the result of any revisions to any of the forward looking statements contained herein to reflect future events or developments.


PART I

Item 1. Business

General Development of the Business

    On January 20, 1998, Morton Metalcraft Holding Co. and its subsidiaries ("Morton") merged (the "Merger") with MLX Corp. ("MLX"), with MLX being the surviving corporation. As a result of the Merger, Morton ceased to exist as a separate corporate entity and MLX amended its Articles of Incorporation to change the corporate name of MLX to Morton Industrial Group, Inc. (the Company). Morton was engaged in the business of manufacturing fabricated metal components for construction and agricultural original equipment manufacturers.

    Since the date of Merger, we have made four acquisitions in 1998, one acquisition in 1999 and one disposition at the end of 1999.

    We established our Morton Custom Plastics Division in March 1998 through the acquisition of Carroll George Inc., located in Northwood, Iowa, a manufacturer of thermoformed acoustic products for construction and agricultural original equipment manufacturers. We expanded our plastic manufacturing capabilities and capacity with the acquisition of Mid-Central Plastics in May, 1998. Operating out of its facility in West Des Moines, Iowa, Mid-Central Plastics specializes in manufacturing injection molded plastic products for construction and agricultural original equipment manufacturers as well as other industrial customers. We sold the assets of Carroll George Inc. on December 31, 1999.

    In April 1998, we acquired B&W Metal Fabricators, a sheet metal fabricator with a facility in Welcome, North Carolina. Through the acquisition of B&W Metal Fabricators, we expanded our presence in the southeastern United States, allowing us to better serve our existing customers. We also acquired certain assets of SMP Steel Corporation in 1998, including its sheet metal fabrication facility in Honea Path, South Carolina. The acquisition of these assets added metal fabrication capacity for our growing business in the southeastern United States.

    On April 15, 1999, we acquired from Worthington Custom Plastics three manufacturing facilities that produce plastic components for industrial original equipment manufacturers. The Worthington acquisition expanded our plastic product offerings to include washing machine parts, electronics housings and other injection molded and thermoformed plastic products. The Worthington acquisition provided us critical mass in the plastics business and added new original equipment manufacturers to our customer base.

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Narrative Description of Business


BUSINESS

Overview

    We are a contract manufacturer of highly engineered metal and plastic components and subassemblies for industrial, construction and agricultural original equipment manufacturers ("OEM's"). Our metal products include cabs, engine enclosures, panels, platforms, frames and complex weldments used in backhoes, excavators, tractors, lifts and similar industrial equipment. Our plastic products include parts used in off-road recreational vehicles, home appliances, aircraft interiors, electronic equipment enclosures and covers, marine engines and commercial lighting products. Our largest customers include Deere & Co. ("Deere"), Caterpillar Inc. ("Caterpillar"), GE Appliances, B/E Aerospace, Compaq and Polaris Industries. Our twelve manufacturing facilities are located in the midwestern and southeastern United States in close proximity to their customers.

MARKETS

    Customers use our products in industrial, construction and agricultural equipment. As OEM's in these industries have intensified their focus on core competencies, they have increasingly outsourced more of their production parts to reduce costs. To effectively manufacture products for OEMs, suppliers must invest in technologically advanced equipment, develop in-house design capabilities, and coordinate manufacturing and product delivery with their customers.

    Historically, our largest customers, Deere, Caterpillar, GE Appliances, B/E Aerospace, Compaq and Polaris Industries, have been supplied by a large number of local suppliers that would each produce a small number of products. As these OEMs have increased the complexity of their equipment and become more dependent on component and subassembly suppliers, they have reduced the size of their supplier base and have established close relationships with a smaller number of sophisticated suppliers who can provide a range of services, including design engineering, prototyping, sophisticated quality systems, and just-in-time delivery. The high levels of service necessary to serve these customers, coupled with significant tooling investments, have resulted in the sole-sourcing of many products rather than dual or multi-sourcing. Currently, we are the sole-source provider of over 85% of the products that we supply to our customers. As these customers continue to reduce the size of their supplier base and outsource a growing percentage of their product needs, we expect to become the sole-source provider on an increasing number of products.

Industrial Equipment

    We produce a range of components and subassemblies for equipment used in a variety of industrial applications. Our products are used in off-road recreational vehicles, home appliances, computer equipment, aircraft interiors and commercial lighting products. Customers in the industrial equipment area generally serve stable or growth markets, and these customers include GE Appliances, Compaq, B/E Aerospace, Honda, Yamaha, Polaris, Arctic Cat, and Lithonia Lighting. Industrial equipment products account for approximately 55% of our 2000 net sales.

Construction Equipment

    The $22 billion U.S construction equipment industry includes construction, earth moving and forestry equipment, as well as some material handling equipment, lifts, off-highway trucks and a variety of machines for specialized industrial applications. Caterpillar and Deere dominate the U.S. construction equipment industry, and together accounted for approximately 55% of total unit sales in 2000. We supply metal components and subassemblies, such as engine enclosures, panels, platforms, frames and complex weldments as well as plastic components such as interior cab dash surround panels, air ducts and handles.

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Our customers use these products in backhoes, excavators, wheel loaders, skid steer loaders, lifts and similar construction equipment. Our sales per construction equipment vehicle range from $500 to $2,500. Construction equipment products account for approximately 30% of our 2000 net sales.

Agricultural Equipment

    The $15 billion U.S. agricultural equipment industry includes large, relatively expensive products such as tractors, combines and other farming equipment. Deere and Caterpillar accounted for approximately 35% of total agricultural equipment unit sales in 2000. We supply metal components and subassemblies such as steps, fenders, feeder housings, grills, and landing decks as well as plastic components such as fenders, tool boxes, facia and covers used in tractors, combines and other agricultural equipment. Our sales per agricultural equipment vehicle range from $200 to $4,000. Agricultural equipment products account for approximately 15% of our 2000 net sales.

PRODUCTS AND SERVICES

Products

    Our investments in modern equipment and systems have allowed us to produce a broad line of highly engineered components and subassemblies. We strive to meet customers' needs for design engineering, prototyping, product fabrication and just-in-time delivery.

Sheet Metal Fabrication

    Our sheet metal fabrication capabilities include laser cutting, forming, press punching, welding, painting and assembly processes. Our sheet metal fabrication processes operate on information created by CAD/CAM software, utilize optic laser cutting machines to cut parts at high speeds and use robotic welders to complement manual welding operations. Our painting operations are capable of producing the wide variety of paint finishes required by customers.

    Fabricated Sheet Metal Products Include:

Injection Molded and Thermoformed Plastic Components

    Our injection molded plastic capabilities include such secondary and assembly processes as ultrasonic and hot plate welding, adhesive and solvent bonding, insert staking, snapfit and fastener assembly. Our capabilities in injection molded processes include a wide range of injection molding machine press sizes and gas assist units. Both manual and robotic painting capability exists at a number of plastics facilities.

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Our thermoformed plastic capabilities include vacuum and pressure thermoforming, robotic router trimming, and adhesive and ultrasonic bonding. In addition, we have extensive capability in plastic machining including specialized equipment to handle plastic gears.

    Plastic Components include:

SERVICES

    We offer our customers a number of services described below:

Product Design and Development

    This service category includes design, development, analysis and costing for our products. We prefer to and often work with customers in the early stages of designing their products.

Prototype Tooling

    This service category includes prototype, tooling and preproduction steps in the manufacturing process. Our dedicated prototype and tooling departments work with customers throughout development efforts, allowing for a smooth introduction of new products.

Part Decorating and Exterior Finishing

    This service category includes a number of decorating operations such as pad printing, hot stamping, liquid and powder coat painting and decal application.

Just-In-Time Delivery

    This service category includes providing customers the ability to order products in low lot sizes with minimal lead time enabling them to reduce their overall order cycle time. Morton also provides deliveries that are specially sequenced to customers' manufacturing schedules.

Engineering and Design Capabilities

    Engineering capabilities have become increasingly emphasized as suppliers' design services for new projects. Computer aided design capabilities include Pro-Engineering, Anvil 1000/5000, Apollo, Merry Mechanization and CADKEY. We have focused our computer aided design investment on the Pro-Engineering system during the last several years because Pro-Engineering is the preferred system of the majority of our customers. Computer aided design allows us to download completed and approved

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designs directly to production equipment in most plants. The resulting direct interaction between customers' designers and our engineers facilitates joint development of new components and redesigns of old parts.

Systems and Controls

    Consistent with our emphasis on technology, computer systems and controls are an integral part of our operating strategy. We have invested heavily in management information systems and computer aided design capabilities and control functions, particularly during the last several years. We also use computer systems to provide timely performance measurements of shop floor quality and activity, daily actual cost information for each factory, electronic data interchange with major customers, real-time dispatching of work orders, integration of purchasing information with production scheduling, capacity management and inventory information.

Sales and Marketing

    To better serve our customers, we have combined our sales and engineering organizations. The sales and engineering group has primary responsibility for managing relationships with customers and working with them to design new products. Our customers are serviced by account teams led by an account manager and including representatives from our primary functional areas. These areas include engineering, quality assurance and customer service. Account teams work with the customer to design products and produce prototypes, schedule production and monitor quality and customer satisfaction. Our account managers also lead the new business development process, working with customers to obtain details of new outsourcing programs, new products currently being designed and existing products which will be redesigned. We believe that the structure of our sales and marketing organization helps to ensure cooperation in product design and helps us to gain repeat and new business from our customers.

Manufacturing/Production

    We use a range of manufacturing processes to serve the needs of our customers. Using these processes, we can manufacture products ranging from simple metal and plastic parts to more complex metal and plastic subassemblies. Our design and engineering capabilities provide us with a competitive edge in obtaining and maintaining preferred supplier status with our customers.

    Sheet Metal Fabrication.  Our sheet metal fabrication capabilities include laser cutting, forming, press punching, folding, welding, painting and assembly processes. Our sheet metal fabrication processes, operating on information created by Pro Engineering software, use optic laser cutting machines to cut parts at high speeds. We use robotic welders to complement our manual welding operations. Our painting operations are capable of producing the wide variety of paint finishes required by our customers.

    Injection Molded and Thermoforming Plastic Components.  Our injection molded plastic capabilities include ultrasonic and hot plate welding, adhesive and solvent bonding, insert staking, snapfit and fastener assembly. Our injection molded processes use injection molding machine presses and gas assist units. Our thermoformed plastic capabilities include vacuum and pressure thermoforming, robotic trimming, and adhesive and ultrasonic bonding. These processes are performed on thermoform units and automated robotic trim stations.

Raw Materials

    The primary raw materials that we use are sheet steel, compounded injection molding resins, fabrications, thermoplastic sheeting, sheeted foam, assembly parts, paint and vinyl sheeting. Prices of these raw materials fluctuate, although the price of our most significant raw material, steel, has dropped over the past several years. Historically we have been able to negotiate with our customers to have them absorb increases in our raw material costs. In addition, we have generally passed on reductions in our raw material

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costs to our customers. We also participate in the steel purchase programs of certain major customers which lowers our cost for steel. Generally, we purchase our raw materials from multiple suppliers, and we believe that the prices we obtain are competitive.

Competition

    The manufacturing and supplying of highly engineered metal and plastic products to original equipment manufacturers is a fragmented and highly competitive business, with no single supplier having significant market share. We believe suppliers with a strong management team, a range of capabilities, modernized facilities and technologically sophisticated equipment like us are more likely to benefit from original equipment manufacturers' increased outsourcing of production than other participants in the industry lacking such assets. However, competitive pressures or other factors could cause us to lose market share or could result in a significant price erosion with respect to our products.

Regulatory/Environmental Matters

    Our operations are subject to numerous federal, state and local environmental and worker health and safety laws and regulations. We believe that we are in substantial compliance with such laws and regulations.

Financial Information about Industry Segments

    Morton Industrial Group, Inc. has two reportable segments, contract metal fabrication and contract plastic fabrication. The contract metal fabrication segment provides full-service fabrication of parts and sub-assemblies for the construction, agricultural, and industrial equipment industry. The contract plastic fabrication segment provides full-service vacuum formed and injection-molded parts and sub-assemblies for the construction, agricultural, and industrial equipment industry.

    Additional information regarding segments can be found in footnote 17 of the accompanying Notes to Consolidated Financial Statements of the Company.

Backlog

    Our backlog of orders was approximately $150.0 million at December 31, 2000, and $135.0 million at December 31, 1999. We anticipate that we will substantially fill all of the backlog orders as of December 31, 2000 during the current year.

Patents, Trademarks, Licenses, Franchises, and Concessions

    We hold no material patents, trademarks, franchises, or concessions. We are the licensee under a number of software licenses that we use in our design, production, and other business operations. All of these licenses have customary terms and conditions.

Working Capital Items

    Our working capital requirements reflect several business factors. Our working capital requirements are typically greater during the second half of the calendar year because both Deere & Co. and Caterpillar, Inc. suspend operations for two weeks of vacation time during July and/or August. Production operations of both of these customers also slow during the last two weeks of December. During these periods, we must rely more heavily on our credit facilities for liquidity. Our rapid growth over the last two years has also increased our need for working capital to meet the capital expenditures required to increase production capacity.

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Employees

    As of March 1, 2001, we employed 2,407 employees, of which 1,966 were hourly and 441 were salaried. None of these employees was subject to a collective bargaining agreement. We believe our relationship with our employees is good.

Item 2. Properties

    The following table presents summary information regarding our facilities. The properties are owned except where indicated by the word "leased". Lease terms for these facilities expire between 2001 and 2008. Our facilities are generally located in close proximity to our customers.

Location

  Approx.
Sq. Ft.

  Products Manufactured
844 (leased) and 1021 West Birchwood Street,Morton, IL   310,000   Sheet metal enclosures and boxes, sheet metal component packages and store fixtures
400 Detroit Avenue,Morton, IL (leased)   155,000   Special weldments, including seat modules, cabs and fabricated steel tanks
Peoria, IL (leased)   160,000   Special weldments, including feeder housings and tractor frames
Apex, NC (leased)   100,000   Special weldments, sheet metal enclosures and boxes, sheet metal component packages and fabricated steel tanks
Honea Path, SC   30,000   Store fixtures and sheet metal component packages
Welcome, NC   185,000   Sheet metal enclosures and boxes, special weldments, fabricated steel tanks and sheet metal component packages
West Des Moines, IA   115,000   Off road work and recreational vehicle parts and subassemblies, off road vehicle interiors and appliance parts and components
7301 Caldwell Road Harrisburg, NC   110,000   Electronics enclosures and components and other plastic components and subassemblies
5685 Hwy 49 South Harrisburg, NC (leased)   127,000   Plastic components and subassemblies
Concord, NC (leased)   76,000   Plastics components and subassemblies
Lebanon, KY   176,000   Appliance parts and components, off road work and recreational vehicle parts and subassemblies and other plastic components and subassemblies
St. Matthews, SC   135,000   Off road work and recreational vehicle parts and subassemblies and other plastic components and subassemblies

    In addition to manufacturing operations, our 1021 W. Birchwood Street complex in Morton, Illinois, houses the senior management of the Company.

    While we own much of the equipment used in our operations, we also use customer-owned tooling and equipment as well as equipment under operating leases. We believe our facilities are adequate to satisfy current and reasonably anticipated production requirements.

Item 3. Legal Proceedings

    On May 1, 2000, Worthington Industries, Inc. (Worthington) filed suit (in the United States District Court for the Southern District of Ohio, Eastern Division) related to our 1999 acquisition of the non-automotive plastics business from Worthington. Worthington claims that it is owed additional amounts under the sales agreement and a related service agreement, and that it is owed dividends on the preferred

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stock that it received. We believe that certain warranties and representations made by Worthington at the time of acquisition have been breached and that amounts claimed by Worthington are not due. We have filed a counterclaim against Worthington related to these matters. Management believes that we will prevail in this litigation and does not anticipate any material impact on our financial condition or results of operations.

    We are also involved in routine litigation. We are not currently a party to any legal proceedings that we believe would have a material adverse effect on our financial condition or results of operations.

Item 4. Submission of Matters to Vote of Security Holders

    Not applicable


PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

    During 1999 and through October 19, 2000, our Class A common stock traded on the Nasdaq Small Cap Market under the symbol "MGRP". Effective October 20, 2000, the Company's Class A common stock began trading on the Nasdaq Small Cap Market under the symbol "MGRPC".

    The following table sets forth the quarterly high and low close prices during 2000 and 1999 as reported by the Nasdaq Stock Market.

 
  High
  Low
2000            
  October 1 to December 31   $ 3.438   $ 1.125
  July 1 to September 30   $ 4.750   $ 3.125
  April 1 to June 30   $ 6.000   $ 3.000
  January 1 to March 31   $ 6.375   $ 3.125

1999

 

 

 

 

 

 
  October 1 to December 31   $ 5.125   $ 2.750
  July 1 to September 30   $ 7.375   $ 4.125
  April 1 to June 30   $ 9.000   $ 6.500
  January 1 to March 31   $ 14.000   $ 8.250

    As of March 13, 2001 there were 3,573 holders of record and 1,998 beneficial holders of our Class A Common Stock.

    We did not declare or pay any common stock dividends in our fiscal years ended December 31, 2000 and 1999. Our credit agreements preclude the payment of dividends.

    On September 20, 2000, the Company issued warrants to purchase 238,548 shares of its Class A common stock. The warrants are exercisable at any time during the period from September 28, 2000 through September 28, 2001, at an exercise price of $.01 per share.

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Item 6. Selected Financial Data


SELECTED HISTORICAL FINANCIAL DATA

    Set forth below are certain selected historical financial data. This information should be read in conjunction with our financial statements and the related notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included herein. The financial data for, and as of the end of, the fiscal years ended June 30, 1996 and 1997, the six months ended December 31, 1997 and the fiscal years ended December 31, 1998, 1999 and 2000 are derived from our audited financial statements. The financial data for, and as of the end of, the six months ended December 31, 1996 and the year ended December 31, 1997 are derived from our unaudited financial statements.

 
  Year Ended
June 30,

  Six Months Ended
December 31,

  Year Ended
December 31,

 
 
  1996
  1997
  1996
  1997
  1997
  1998
  1999
  2000
 
 
  (in thousands)

 
Operating data:                                                  
  Net sales   $ 59,006   $ 80,762   $ 32,958   $ 46,598   $ 94,402   $ 151,196   $ 219,323   $ 278,828  
  Cost of sales     50,049     70,541     29,206     41,932     83,267     129,740     194,434     242,721  
  Gross profit     8,957     10,221     3,752     4,666     11,135     21,456     24,889     36,107  
  Selling and administrative expenses     4,900     7,003     2,578     4,591     9,016     14,499     24,067     26,996  
Merger related charges(1)                 6,069     6,069              
  Operating income (loss)     4,057     3,218     1,174     (5,994 )   (3,950 )   6,957     822     9,111  
Gain (loss) on sale of business units and other                         320     (2,463 )   1,338  
Interest and other expense     (3,096 )   (3,206 )   (1,597 )   (1,682 )   (3,291 )   (4,779 )   (8,193 )   (10,801 )
  Earnings (loss) before income taxes, accounting change and extraordinary charge     961     12     (423 )   (7,676 )   (7,241 )   2,498     (9,834 )   (352 )
  Income taxes     (424 )   (5 )   141     3,031     2,885     (415 )   1,165     1,230  
  Earnings (loss) before accounting change and extraordinary charge   $ 537   $ 7   $ (282 ) $ (4,645 ) $ (4,356 ) $ 2,083   $ (8,669 )   878  
  Earnings (loss) before accounting change and extraordinary charge per share:                                                  
    Basic     .28         (.15 )   (2.39 )   (2.24 )   .52     (2.04 )   .19  
    Diluted     .16         (.15 )   (2.39 )   (2.24 )   .45     (2.04 )   .19  
Financial position (at end of period):                                                  
  Working capital   $ 4,078   $ 2,147   $ 3,869   $ (4,575 ) $ (4,575 ) $ 9,258   $ 9,809   $ 12,858  
  Total assets     29,576     34,362     29,142     39,388     39,388     99,603     125,706     130,533  
  Total debt     26,994     27,608     27,328     32,494     32,494     70,292     90,956     88,357  
  Stockholders' equity (deficit)   $ (9,106 ) $ (9,099 ) $ (9,388 ) $ (13,552 ) $ (13,552 ) $ 6,868   $ (3,956 ) $ (3,073 )

(1)
Merger related charges includes $4,000 for one-time bonuses paid to members of management and other employees, $1,324 of professional fees and $745 in compensation expense from issuance of stock options, all of which were incurred by Morton in connection with the merger with MLX.

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this annual report.

General

    We are a contract manufacturer of highly engineered metal and plastic components and subassemblies for construction, agricultural and industrial original equipment manufacturers. Our largest customers, Caterpillar Inc. and Deere & Co., accounted for approximately 53% of our 2000 net sales.

    We price our fabricated metal and thermoformed plastic products on a cost plus basis and use an industry standard to price our injection molded plastic products. In pricing our products, we consider the volume of the product to be manufactured, required engineering resources and the complexity of the product.

    Our customers typically expect us to offset any manufacturing cost increases with improvements in production flow, efficiency, productivity or engineering redesigns. As a part of their supplier development programs, our primary customers initiate cost improvement efforts on a regular basis. At the conclusion of any such effort, when savings can be documented, we share the savings with our customer.

    We have historically grown net sales and increased profitability through increased penetration of our key customers. We have increased the number of customer equipment models that include our products and have increased the number of our products on each of our customers' equipment models. We have also grown our net sales by expanding into the southeastern United States. In addition, we have increased our product offerings to our customers through acquisitions. These acquisitions allow us to better serve our customers growing outsourcing needs.

Results of Operations

    The following table presents certain historical financial information expressed as a percentage of our net sales.

 
  Year Ended December 31,
 
 
  1998
  1999
  2000
 
Statements of Operations Data:              
Net sales   100.0 % 100.0 % 100.0 %
Gross profit   14.2   11.3   13.0  
Selling and administrative expenses   9.6   11.0   9.7  
Operating income (loss)   4.6   0.3   3.3  
Gain (loss) on sales of business units and other     (1.1 ) .5  
Interest and other expense   2.9   3.7   3.9  
Earnings (loss) before income taxes, cumulative effect of accounting change and extraordinary charge   1.7   (4.5 ) (.1 )

Year Ended December 31, 2000 versus Year Ended December 31, 1999

    Net sales for the year ended December 31, 2000 were $278.8 million compared to $219.3 million for the year ended December 31, 1999, an increase of $59.5 million or 27.1%. Sales increased over $41.4 million in the contract metal fabrication segment of the business. This increase resulted primarily from existing customers' selection of us to manufacture components for new construction and agricultural products. Sales for the contract plastics fabrication segment of the business increased by $18.1 million for

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2000 compared to 1999, due primarily to a full year of operations for Morton Custom Plastics, acquired in April, 1999; sales decreased, however, on a pro forma basis approximately $9 million for 2000 compared to 1999. This approximately 6% decrease resulted from lower sales of computer-related products.

    Sales to Caterpillar and Deere were approximately 53% and 49% of our net sales for 2000 and 1999, respectively.

    Gross profit for the year ended December 31, 2000 was $36.1 million compared with $24.9 million for the year ended December 31, 1999, an increase of $11.2 million or 45.1%. Gross profit for the contract metal fabrication segment of the business increased $4.9 million, or 33.8%. The overall gross profit percentage for this segment decreased slightly, to 13.2% from 13.7%, primarily as a result of costs incurred related to new projects. Gross profit for the contract plastic fabrication segment increased $6.3 million, or 60.8%, due primarily to a full year of operations for Morton Custom Plastics, acquired in April, 1999. The combined gross profit percentage increased to 13.0% from 11.3%, primarily as a result of cost savings efforts introduced at the facilities acquired in 1999.

    Selling and administrative expenses for the year ended December 31, 2000 amounted to $27.0 million compared with $24.1 million in the prior year, an increase of $2.9 million or 12.2%. This increase relates primarily to costs incurred by the operations acquired in 1999. During 2000, we owned those facilities for a full year, compared to less than 9 months in 1999.

    Other income of $1.3 million resulted primarily from separate sales of land and a product line from our Harrisburg, NC operations.

    Interest expense in the year ended December 31, 2000 amounted to $10.8 million compared to $8.2 million in 1999. This increase resulted primarily from additional interest costs incurred related to the 1999 acquisitions (a full year in 2000 compared to less than 9 months in 1999), an increased interest rate and other costs related to our financing agreements.

    We recognized an income tax benefit of $1.2 million when our deferred tax assets were increased to reflect future anticipated utilization of income tax net operating loss carryforwards. The utilization of the income tax net operating loss carryforwards is based upon the Company's future ability to generate taxable income.

Year Ended December 31, 1999 versus Year Ended December 31, 1998

    Net sales for the year ended December 31, 1999 were $219.3 million compared to $151.2 million for the year ended December 31, 1998, an increase of $68.1 million or 45.0%. The Worthington Custom Plastics acquisitions made during 1999 provided incremental net sales of approximately $73.9 million. Sales decreased by $5.8 million in the operations owned in both 1998 and 1999, primarily from decreased sales of components and subassemblies used in agricultural machinery. This decrease relates to a softening in demand for agricultural products that began in the fourth quarter of 1998 and is continuing.

    Sales to Caterpillar and Deere were approximately 49% and 79% of our net sales for 1999 and 1998, respectively.

    We were selected to manufacture a number of additional components for new construction and industrial products for Caterpillar and Deere in 1999. Sales of these additional components partially offset the loss of agricultural sales.

    Gross profit for the year ended December 31, 1999 was $24.9 million compared with $21.5 million for the year ended December 31, 1998, an increase of $3.4 million or 15.8%. The Worthington Custom Plastics acquisition provided $7.1 million of incremental gross profit. A gross margin decrease of $3.7 million was incurred by the operations owned in both 1998 and 1999, which resulted from the lower sales referenced above and product mix changes.

11


    Selling and administrative expenses for the year ended December 31, 1999 amounted to $24.1 million compared with $14.5 million in the prior year, an increase of $9.6 million or 66%. This increase relates primarily to costs incurred by the operations acquired in 1999, a full year of selling and administrative costs related to the 1998 acquisitions, approximately $575,000 of costs written-off in the first quarter, 1999, consisting of costs associated with a suspended high-yield financing, and $400,000 associated with fees related to amendments in the Company's credit facilities.

    We sold the assets of Carroll George Inc. on December 31, 1999 for $7.5 million and incurred a loss of approximately $2.5 million.

    Interest expense in the year ended December 31, 1999 amounted to $8.2 million compared to $4.7 million in 1998. This increase resulted primarily from additional interest costs incurred related to the 1999 acquisitions and a full year of interest related to the 1998 acquisitions.

    We incurred a charge of $1.1 million, net of a state income tax benefit, for the cumulative effect of adopting AICPA Statement of Position 98-5 "Reporting on the Costs of Start-Up Activities" which requires costs of start-up activities and organization costs to be expensed as incurred.

    An income tax benefit of $1.2 million was recognized as a previously established state income tax reserve was no longer required.

Financial Position and Liquidity

    Historically, we have funded our business with cash generated from operations and borrowings under revolving credit and term loan facilities. In the years ended December 31, 1998, 1999 and 2000, we generated (used) cash from (in) operating activities of $(.7) million, $2.8 million and $2.9 million respectively. Our capital expenditures for the years ended December 31, 1998, 1999 and 2000, were $10.3 million, $5.0 million and $6.7 million respectively. These capital expenditures were principally for additions to improve or maintain our manufacturing capacity and efficiency.

    In the most significant 2000 cash transactions, we sold land, a product line and a metal machining division, generating cash proceeds of approximately $4.2 million. Sales proceeds were used to reduce debt.

    Our consolidated working capital at December 31, 2000 was $12.9 million compared to $9.8 million at December 31, 1999. This represents an increase in working capital of approximately $3.1 million.

    We have two separate credit facilities. The first facility is with Harris Trust and Savings Bank (Harris), and serves the company's operations other than the operations acquired from Worthington Custom Plastics, Inc. (Worthington). The second facility, with General Electric Capital Corporation (GECC), serves the operations acquired from Worthington during the second quarter, 1999. These facilities are separate and provide financing for the named operations. The two credit facilities are separately secured by the assets of the operations they support.

    On May, 28, 1998, we entered into a credit agreement with Harris, as Agent. The credit agreement, as last amended in December, 2000, provides a credit facility with the following components: (i) a $23 million secured revolving credit facility; (ii) a $25 million secured term loan that matures 5 years from the date of the credit agreement closing; and (iii) a $30 million secured term loan that matures 7 years from the date of the credit agreement closing. Both term loans fully amortize over their respective terms with quarterly payments. The interest rates on the loans vary from 1% to 3.75% above the lender's prime rate. We used the proceeds under the facility to refinance the then existing indebtedness, to finance the 1998 acquisitions, and for general corporate purposes. As described in Note 7 of the accompanying financial statements, warrants were issued on September 20, 2000 in connection with the Harris credit agreement.

    The amount of revolving credit availability is calculated using a borrowing base of qualified accounts receivable and inventory. As of December 31, 2000, we had additional availability of approximately

12


$2.4 million under the Harris facility. We are paying this lender a fee of .125% per month based upon the amount of the revolving credit commitment and the balance of the term loans.

    In connection with the Harris financing, we have two fixed interest rate swap agreements with a commercial bank (the "counter party"). The first agreement has a notional principal amount of $8.1 million and a termination date of May 31, 2003. The second agreement has a notional principal amount of $14.4 million and a termination date of June 30, 2003. The notional principal amount declines over the term of both agreements based upon a defined amortization schedule. The counter party has the unilateral right to cancel both agreements as of June 30, 2001. As described in Item 7A below, these agreements are for the purpose of limiting the effects of interest rate increases on half of the Company's floating rate term debt.

    Our sources of funds to meet near term liquidity requirements for the businesses not acquired from Worthington will be the cash flows from operations, the Harris line of credit, and management of working capital to reflect current levels of operations. We believe that these sources will be adequate through the end of the current fiscal year and beyond.

    Our separate financing arrangements for the operations acquired from Worthington are described below.

    On April 15, 1999, we entered into a financing agreement with GECC. The agreement contains a 41/2 year secured revolving credit facility with maximum availability of $24 million and a $26 million secured term loan with a 41/2 year term. The amount of availability is based upon a borrowing base of qualified accounts receivable and inventory. Both of the facilities bear interest at variable interest rates based on the prime rate, plus variable margins. We also incur a fee based upon a certain percentage of the unused revolving credit facility. The term loan facility amortizes quarterly throughout its term. We must also prepay certain amounts from the sale of assets, the issuance of new equity capital and from "excess cash flow", as defined in the agreement.

    As of December 31, 2000, we had additional availability of $0.4 million, under the GECC credit facility. We believe that the agreement with GECC, as amended in March, 2001, will provide the necessary term and revolving financing, and along with cash flows from operations, will provide the necessary levels of liquidity for the operations acquired from Worthington through the end of the current fiscal year and beyond.

    As part of the financing for the Worthington acquisition, we issued 10,000 shares of redeemable preferred stock, which we must redeem in April, 2004 at $1,000 per share plus any dividends accrued since April 15, 1999. The $10 million face value preferred stock was recorded at its fair value of $4.25 million. We are accreting the discount over a five year period using the effective yield method. Dividends are payable in kind at the rate of 8% per annum. We believe that certain provisions of the agreement with Worthington preclude the payment of dividends, and no dividends have been accrued in 2000. There are current legal proceedings related to certain Worthington matters as described in Part I, Item 3.

    On November 3, 2000, the Company entered into an agreement with First Union Securities, Inc. ("FUSI"), under which FUSI will act as the Company's exclusive financial advisor with respect to possible debt or equity financings or recapitalizations. Mark Mealy, a director of the Company, is a Managing Director at FUSI.

    We incurred $6.7 million of capital expenditures during 2000, primarily for purchases of manufacturing equipment.

    We estimate that our capital expenditures in 2001 will total approximately $5.5 million of which $2.0 million will be for new production equipment and the remaining $3.5 million will be for normal replacement items.

13


Year 2000 Readiness

    We completed our preparation in 1999 for the Year 2000 date change. Our plan addressed all hardware, software and microprocessor embedded technologies. We also surveyed our customers' and suppliers' Year 2000 readiness. We noted no significant disruptions in service and we were able to fully utilize our core business unit systems, including order entry, inventory management, purchasing, payroll, invoicing, accounts payable, accounts receivable and general ledger.

    We expended approximately $235,000 in our Year 2000 readiness effort.

    We will continue to monitor our systems and customer and supplier readiness throughout 2001 to address unanticipated problems (which may include problems associated with non-Year 2000 issues and disruptions to the economy in general) and ensure that all processes continue to function properly.

Seasonality

    Our operating results vary significantly from quarter to quarter due to, among other things, the purchasing schedules of our key customers. Our sales and profits historically have been higher in the first half of the calendar year due to our largest customers' preparation in the first two quarters for increased demand during the warmer months of the year.

Impact of New Accounting Standards

    In June 1998, the Financial Accounting Standards Board issued Statement No. 133, "Accounting for Derivative Instruments and for Hedging Activities," with the effective date amended by Statement No. 137 to fiscal years beginning after June 15, 2000. The Statement will require the Company to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If the derivative is a hedge, then depending on the nature of the hedge, changes in the fair value will either be offset through earnings, against the change in fair value of hedged assets, liabilities or firm commitments or recognized in other comprehensive income until the hedged item is recognized in income. The ineffective portion of a hedge's change in fair value will be immediately recognized in income. The adoption of this statement will not have a material impact on the Company's financial statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

    We are exposed to interest rate changes primarily as a result of our lines of credit and long-term debt used for maintaining liquidity, funding capital expenditures and expanding our operations. Our interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flow and to lower overall borrowing costs. To achieve our objectives, we entered into two separate financing agreements with a group of banks and another lender. Both financing arrangements contain term loans and revolving credit facilities. Interest is based on our lead bank's or lender's prime rate plus an applicable variable margin. We have also entered into two interest rate swap agreements, as required by our bank financing arrangement, to limit the effect of increases in the interest rates on half of our floating rate term debt. We do not enter into interest rate transactions for speculative purposes. Under the swap agreements, which expire May 31, 2003 to June 30, 2003, the interest rate component of the interest rate is limited to 5.875% on half of our $35,922 term loans under that certain financing arrangement.

14


Item 8. Financial Statements and Supplementary Data


INDEX TO FINANCIAL STATEMENTS

MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES    
Report of KPMG LLP, Independent Auditors   16
Consolidated Balance Sheets as of December 31, 1999 and 2000   17
Consolidated Statements of Operations for the years ended December 31, 1998, 1999
and 2000
  18
Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 1998, 1999 and 2000   19
Consolidated Statements of Cash Flows for the years ended December 31, 1998, 1999
and 2000
  20
Notes to Consolidated Financial Statements   21
Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 1998, 1999 and 2000   39

15



Independent Auditors' Report

The Board of Directors and Stockholders
Morton Industrial Group, Inc.:

    We have audited the accompanying consolidated balance sheets of Morton Industrial Group, Inc. and Subsidiaries as of December 31, 1999 and 2000, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2000. In connection with our audit of the consolidated financial statements, we also have audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

    We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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 Morton Industrial Group, Inc. and Subsidiaries as of December 31, 1999 and 2000, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

Indianapolis, Indiana
March 16, 2001

16



MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 1999 and 2000
(Dollars in thousands, except share data)

 
  1999
  2000
 
Assets            
Current assets:            
  Trade accounts receivable, less allowance for doubtful accounts of $320 in 1999 and $1,324 in 2000   $ 27,968   28,198  
  Inventories     22,420   29,429  
  Prepaid expenses     1,277   2,474  
  Refundable income taxes     63    
  Deferred income taxes     1,172   1,650  
   
 
 
    Total current assets     52,900   61,751  
   
 
 
Property, plant, and equipment, net     56,333   51,555  
Intangible assets, at cost, less accumulated amortization     11,827   11,186  
Deferred income taxes     4,646   5,398  
Other assets       643  
   
 
 
    $ 125,706   130,533  
   
 
 

Liabilities and Stockholders' Equity (Deficit)

 

 

 

 

 

 
Current liabilities:            
  Outstanding checks in excess of bank balance   $ 1,123   2,792  
  Current installments of long-term debt     10,076   10,201  
  Accounts payable     26,471   30,735  
  Accrued expenses     5,421   5,165  
   
 
 
    Total current liabilities     43,091   48,893  
Long-term debt, excluding current installments     80,880   78,156  
Other liabilities     312   280  
   
 
 
    Total liabilities     124,283   127,329  
   
 
 

Redeemable preferred stock. Authorized 10,000 shares; issued and outstanding 10,000 shares in 1999 and 2000 (redemption value $10,567 at December 31, 2000 and 1999)

 

 

5,379

 

6,277

 
   
 
 

Stockholders' equity (deficit):

 

 

 

 

 

 
  Class A common stock, $.01 par value. Authorized 20,000,000 shares; issued and outstanding 4,304,116 shares in 1999 and 4,400,850 in 2000     43   44  
  Class B common stock, convertible, $.01 par value. Authorized 200,000 shares; issued and outstanding 200,000 shares in 1999 and 2000     2   2  
  Additional paid-in capital     19,981   20,883  
  Retained deficit     (23,982 ) (24,002 )
   
 
 
    Total stockholders' equity (deficit)     (3,956 ) (3,073 )

Commitments and contingencies (notes 8 and 18)

 

 

 

 

 

 
   
 
 
    $ 125,706   130,533  
   
 
 

See accompanying notes to consolidated financial statements.

17



MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

Years ended December 31, 1998, 1999 and 2000
(Dollars in thousands, except per share data)

 
  December 31,
 
 
  1998
  1999
  2000
 
Net sales   $ 151,196   219,323   278,828  
Cost of sales     129,740   194,434   242,721  
   
 
 
 
    Gross profit     21,456   24,889   36,107  
   
 
 
 

Operating expenses:

 

 

 

 

 

 

 

 
  Selling expenses     4,311   6,005   6,679  
  Administrative expenses     10,188   18,062   20,317  
   
 
 
 
    Total operating expenses     14,499   24,067   26,996  
   
 
 
 
    Operating income     6,957   822   9,111  
   
 
 
 

Other income (expense):

 

 

 

 

 

 

 

 
  Gain (loss) on sale of businesses       (2,463 ) 320  
  Interest income     59   15    
  Interest expense     (4,779 ) (8,208 ) (10,801 )
  Other     261     1,018  
   
 
 
 
    Total other income (expense)     (4,459 ) (10,656 ) (9,463 )
   
 
 
 
    Earnings (loss) before income taxes, cumulative effect of accounting change, and extraordinary item     2,498   (9,834 ) (352 )

Income taxes

 

 

415

 

(1,165

)

(1,230

)
   
 
 
 
    Earnings (loss) before cumulative effect of accounting change and extraordinary item     2,083   (8,669 ) 878  

Cumulative effect of accounting change, net of income tax benefit of $69

 

 


 

(1,074

)


 
   
 
 
 
   
Earnings (loss) before extraordinary item

 

 

2,083

 

(9,743

)

878

 
Extraordinary charge for early retirement of debt, net of income tax benefit of $257     419      
   
 
 
 
    Net earnings (loss)     1,664   (9,743 ) 878  

Dividends and accretion of discount on preferred shares

 

 


 

(1,129

)

(898

)
   
 
 
 
    Net earnings (loss) available to common stockholders   $ 1,664   (10,872 ) (20 )
   
 
 
 

Earnings (loss) available to common stockholders per share—basic

 

$

0.41

 

(2.55

)

0.00

 
   
 
 
 
Earnings (loss) available to common stockholders per share—diluted   $ 0.36   (2.55 ) 0.00  
   
 
 
 

See accompanying notes to consolidated financial statements.

18



MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders' Equity (Deficit)

Years ended December 31, 1998, 1999 and 2000
(Dollars in thousands)

 
  Class A
common stock

  Class B
common stock

   
   
   
   
 
 
  Shares issued
  Amount
  Shares issued
  Amount
  Additional paid-in capital
  Retained earnings (deficit)
  Treasury stock
  Total
 
Balance, December 31, 1997   5,066,665   $ 51   100,000   $ 1   $ 1,203   $ (2,037 ) $ (12,770 ) $ (13,552 )
 
Cancellation of treasury shares

 

(3,222,221

)

 

(33

)


 

 


 

 


 

 

(12,737

)

 

12,770

 

 


 
  MLX Corp. merger   1,907,500     19   100,000     1     17,849             17,869  
  Net earnings                     1,664         1,664  
  Stock options exercised   115,000     2           885             887  
   
 
 
 
 
 
 
 
 

Balance, December 31, 1998

 

3,866,944

 

 

39

 

200,000

 

 

2

 

 

19,937

 

 

(13,110

)

 


 

 

6,868

 
 
Net loss

 


 

 


 


 

 


 

 


 

 

(9,743

)

 


 

 

(9,743

)
  Stock options exercised   437,172     4           44             48  
  Dividends and accretion of discount on preferred shares                     (1,129 )       (1,129 )
   
 
 
 
 
 
 
 
 

Balance, December 31, 1999

 

4,304,116

 

 

43

 

200,000

 

 

2

 

 

19,981

 

 

(23,982

)

 


 

 

(3,956

)
 
Net earnings

 


 

 


 


 

 


 

 


 

 

878

 

 


 

 

878

 
  Stock options exercised   96,734     1           39             40  
  Issuance of warrants                 863             863  
  Accretion of discount on preferred shares                     (898 )       (898 )
   
 
 
 
 
 
 
 
 

Balance, December 31, 2000

 

4,400,850

 

$

44

 

200,000

 

$

2

 

$

20,883

 

$

(24,002

)

$


 

$

(3,073

)
   
 
 
 
 
 
 
 
 

See accompanying notes to consolidated financial statements.

19



MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years ended December 31, 1998, 1999 and 2000
(Dollars in thousands)

 
  December 31,
 
 
  1998
  1999
  2000
 
Cash flows from operating activities:                
  Net earnings (loss)   $ 1,664   (9,743 ) 878  
  Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:                
    Depreciation and amortization of plant and equipment     4,698   7,886   8,143  
    Other amortization     683   1,307   1,479  
    Write-off of intangible assets     676   1,125    
    Increase (decrease) in allowance for doubtful accounts       (251 ) 1,004  
    Deferred income taxes     (517 )   (1,230 )
    (Gain) loss on sale of property and equipment     17   (93 ) (927 )
    (Gain) loss on sale of businesses       2,463   (320 )
    Changes in current assets and liabilities, excluding effects of acquisitions and dispositions:                
      Decrease (increase) in accounts receivable     (531 ) 3,275   (1,867 )
      Decrease (increase) in inventories     (687 ) 149   (8,024 )
      Decrease (increase) in prepaid expenses     7   319   (1,212 )
      (Increase) in other assets         (643 )
      Decrease (increase) in refundable income taxes     1,267   977   63  
      Increase (decrease) in accounts payable     (633 ) 5,588   6,592  
      Increase (decrease) in accrued expenses and other     (7,312 ) (10,189 ) (996 )
   
 
 
 
        Net cash provided by (used in) operating activities     (668 ) 2,813   2,940  
   
 
 
 

Cash flows from investing activities:

 

 

 

 

 

 

 

 
  Capital expenditures     (10,259 ) (4,963 ) (6,651 )
  Proceeds from sale of property and equipment     11   105   1,261  
  Merger with MLX Corp.     16,241      
  Acquisitions, net of cash acquired     (39,718 ) (30,287 )  
  Increase in intangible assets     (1,125 )    
  Proceeds from sale of businesses       7,500   2,915  
  Decrease (increase) in tax escrow     (71 ) 1,605    
  Repayment of note receivable—stockholder     596      
   
 
 
 
        Net cash used in investing activities     (34,325 ) (26,040 ) (2,475 )
   
 
 
 

Cash flows from financing activities:

 

 

 

 

 

 

 

 
  Net borrowings (repayments) of notes payable     4,960   9,859   9,976  
  Increase (decrease) in checks issued in excess of bank balance     1,578   (455 ) 1,669  
  Proceeds from issuance of long-term debt     55,000   26,000    
  Principal payments on long-term debt and capital leases     (26,912 ) (15,222 ) (11,831 )
  Proceeds from issuance of common stock     887   48   40  
  Proceeds from issuance of preferred stock       4,250    
  Debt issuance cost     (658 ) (1,253 ) (319 )
   
 
 
 
        Net cash provided by financing activities     34,855   23,227   (465 )
   
 
 
 

Net increase (decrease) in cash

 

 

(138

)


 


 

Cash at beginning of period

 

 

138

 


 


 
   
 
 
 

Cash at end of period

 

$


 


 


 
   
 
 
 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 
  Cash paid during the year for:                
    Interest   $ 5,722   8,519   10,355  
   
 
 
 
    Income taxes   $ 543   63   1  
   
 
 
 

See accompanying notes to consolidated financial statements.

20


MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 1999 and 2000

(Dollars in thousands, except per share data)

(1)  Description of Business and Summary of Significant Accounting Policies

21


22


23


(2)  Mergers and Acquisitions

Equity of MLX Corp.   $ 34,789  
Recognition of tax benefit     3,071  
Repurchase of shares, options and warrants     (19,991 )
   
 
Effect of merger   $ 17,869  
   
 

24


25


 
  December 31,
 
 
  1998
  1999
 
Net sales   $ 280,841   $ 246,187  
   
 
 
Net earnings (loss) available to common shareholders   $ 3,226   $ (11,679 )
   
 
 
Net earnings (loss) available to common shareholders per share—basic   $ 0.8   $ (2.75 )
   
 
 
Net earnings (loss) available to common shareholders per share—diluted   $ 0.71   $ (2.75 )
   
 
 

(3)  Sale of Businesses

    On December 31, 1999, the Company sold substantially all of the assets and certain liabilities of Carroll George, Inc. The Company received $7,500 of cash for net assets with a book value at the date of sale of $9,963, resulting in a loss on the sale of subsidiary of $2,463.

(4)  Inventories

    A summary of inventories follows:

 
  December 31,
 
  1999
  2000
Finished goods   $ 8,633   $ 9,555
Work in process     2,818     7,121
Raw materials     10,969     12,753
   
 
    $ 22,420   $ 29,429
   
 

26


MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 1999 and 2000

(Dollars in thousands, except per share data)

(5)  Property, Plant, and Equipment

    A summary of property, plant, and equipment, including assets held under capital leases as described in note 8 is as follows:

 
   
  December 31,
 
  Depreciable
Lives
(in years)

 
  1999
  2000
Land and land improvements   15   $ 2,722   $ 1,837
Buildings and leashold improvements   15 - 39     13,995     15,003
Machinery and vehicles   5 - 12     46,311     46,642
Tooling   3     7,364     8,676
Office equipment   5 - 10     5,319     6,160
Construction in progress       1,043     1,574
       
 
          76,754     79,892
Less accumulated depreciation         20,421     28,337
       
 
  Property, plant and equipment, net       $ 56,333   $ 51,555
       
 

(6)  Intangible Assets

    A summary of intangible assets is as follows:

 
  December 31,
 
  1999
  2000
Goodwill   $ 11,063   $ 11,063
Covenants not to compete     2,591     2,591
Debt issuance costs     1,910     2,629
Other     435     435
   
 
      15,999     16,718
Less accumulated amortization     4,172     5,532
   
 
  Net intangible assets   $ 11,827   $ 11,186
   
 

27


(7)  Long-term Debt

    A summary of long-term debt follows:

 
  December 31,
 
  1999
  2000
Revolving credit facilities   $ 21,559   $ 31,535
Note payable to bank, with variable rate interest (9.50% and 10.5% as of December 31, 1999 and 2000, respectively), due in various quarterly payments with the balance due May 31, 2003, net of unamortized discount of $164 at December 31, 2000     16,274     12,747
Note payable, bank, with variable rate interest (12.25% and 13.25% as of December 31, 1999 and 2000, respectively), due in various quarterly payments with the balance due June 30, 2005, net of unamortized discount of $580 in 2000 at December 31, 2000     24,092     23,175
Note payable, bank, with variable rate interest (9.0% to 10.5% as of December 31, 1999 and 10.5% to 11.5% at December 31, 2000) due in various quarterly payments with the balance due October 15, 2003     25,300     17,747
Subordinated note payable with interest payable at 7.0%, discounted $393 to yield 10.0%, due in quarterly payments with the balance due April 8, 2008     2,885     2,624
Note payable, bank, with interest payable at 8.5%, due in monthly payments with the balance due December 1, 2002     278     185
Note payable, bank, with interest payable at 7.85%, due in monthly payments with the balance due May 1, 2001     152     47
Note payable, electric cooperative, non-interest bearing, due in monthly payments with the balance due November 1, 2006     306     263
Capital lease obligations     109     34
   
 
  Total     90,956     88,357
Less current installments     10,076     10,201
   
 
  Long-term debt, less current installments   $ 80,880   $ 78,156
   
 

    In May 1998, the Company entered into a new revolving credit facility with a group of banks. The revolving credit agreement, as amended, permits the Company to borrow up to a maximum of $23,000. The agreement requires payment of a quarterly commitment fee of .25% of the average daily unused portion of the revolving credit facility. Interest is due monthly and is based on the Bank's prime rate plus an applicable margin (9.5% and 10.5% at December 31, 1999 and 2000, respectively). The amount available under the revolving credit facility is limited to 85% of qualified accounts receivable, 50% of eligible inventory, plus $2,000 of other assets. The revolving credit agreement expires May 31, 2003.

    To finance the acquisition of certain assets of Worthington Custom Plastics, Inc., the Company entered into a revolving credit facility which allows for borrowings up to a maximum of $24,000. Interest is

28


due monthly and is based on the prime rate as published in the Wall Street Journal plus an applicable margin (9.0% at December 31, 1999 and 10.5% at December 31, 2000). The Company also incurs a fee based upon the unused revolving credit facility. The amount available under the revolving credit facility is generally limited to 85% of qualified accounts receivable and 60% of eligible inventory. The revolving credit agreement expires October 15, 2003.

    At December 31, 1999 and 2000, the Company had $21,559 and $31,535, respectively, outstanding and $8,193 and $2,852, respectively, available under its revolving credit facilities.

    In May 1998, the Company entered into a financing arrangement with a group of banks which originally provided for term loans of up to $55,000. The term loans under this financing arrangement are amortized quarterly with the balances due May 31, 2003 and June 30, 2005. Interest is payable monthly at rates based upon the lender's prime rate plus an applicable margin. The agreement is secured by a first lien on all of the Company's accounts receivable, inventory, equipment and various other assets. Effective January 30, 2000, the Company is paying this lender a fee of .125% per month based upon the amount of the revolving credit commitment and the balance of the term loans.

    This debt agreement contains restrictions on capital expenditures, incurring additional debt or liens, making investments, mergers and acquisitions, selling assets or making payments such as dividends or stock repurchases. The revolving credit agreements also contain various financial covenants.

    In connection with the acquisition of certain assets of Worthington Custom Plastics, Inc. in April 1999, the Company obtained a term loan facility which allows for maximum borrowings of $26,000 and expires on October 15, 2003. Interest is due monthly and is based on the prime rate as published by the Wall Street Journal plus an applicable margin which will vary depending on certain financial ratios achieved by the Company. The term loan facility amortizes quarterly throughout its term. The Company must also prepay certain amounts from the sale of assets, the issuance of new equity capital and from excess cash flow as defined by the agreement.

    Under the most restrictive covenant in any agreement, no amount was available for payment of dividends at December 31, 1999 and 2000.

    The aggregate amounts of long-term debt maturities and principal payments for each of the five years subsequent to December 31, 2000 and thereafter are as follows:

Fiscal year ending:      
2001   $ 10,201
2002     11,517
2003     30,851
2004     12,643
2005     22,090
Thereafter     1,055
   
    $ 88,357
   

29


    On September 20, 2000, the Company issued warrants to a lender, in connection with an amendment to the credit agreement, to purchase 238,548 shares of its Class A common stock. The 238,548 warrants issued are exercisable at any time during the period from September 28, 2000 through September 28, 2001, at an exercise price of $.01 per share. The warrants were valued at $863 and were recorded as a discount on the related term loans.

    In connection with replacement of its debt arrangements, the Company wrote off debt issuance costs of $676 during the year ended December 31, 1998. This early termination of the Company's debt agreements resulted in extraordinary charges of $419, after income tax benefit, for the year ended December 31, 1998. The extraordinary charges were equal to ($.11) per share for basic earnings per share and ($.09) per share for diluted earnings per share for the year ended December 31, 1998.

(8)  Leases

    The Company has operating leases for several of its plants, certain warehouse space, and manufacturing and computer equipment. Rental expense for operating leases was $4,254, $6,733 and $7,266 for the years ended December 31, 1998, 1999 and 2000, respectively.

    Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2000 are:

Year ending December 31:      
2001   $ 7,315
2002     7,147
2003     6,764
2004     6,131
2005     4,889
Thereafter     7,963
   
  Total minimum lease payments   $ 40,209
   

30


(9)  Income Taxes

    Total income tax expense for the periods presented was allocated as follows:

 
  December 31,
 
 
  1998
  1999
  2000
 
Income before extraordinary item   $ 415   $ (1,165 ) $ (1,230 )
Extraordinary item     (257 )        
Cumulative effect of accounting change         (69 )    
Stockholders' equity, for compensation expense for tax purposes in excess of amounts recognized for financial reporting purposes     (517 )        
   
 
 
 
    $ (359 ) $ (1,234 ) $ (1,230 )
   
 
 
 
 
  Current
  Deferred
  Total
 
Year ended December 31, 1998:                    
  Federal   $   $   $  
  State   $ 415   $   $ 415  
   
 
 
 
    $ 415   $   $ 415  
   
 
 
 
Year ended December 31, 1999:                    
  Federal   $   $   $  
  State     (1,165 )       (1,165 )
   
 
 
 
    $ (1,165 )     $ (1,165 )
   
 
 
 
Year ended December 31, 2000:                    
  Federal   $   $ (1,072 ) $ (1,072 )
  State         (158 )   (158 )
   
 
 
 
    $   $ (1,230 ) $ (1,230 )
   
 
 
 

    Total income tax expense (benefit) attributable to income before extraordinary item and cumulative effect of accounting change differed from the amounts computed by applying the U.S. Federal corporate income tax rate of 34% for all periods to earnings (loss) before income taxes as a result of the following:

 
  December 31,
 
 
  1998
  1999
  2000
 
Computed "expected" tax expense (benefit)   $ 849     (3,344 ) $ (120 )
State income taxes (benefit), net of Federal income tax benefit (expense)     274         (104 )
Amortization of goodwill     102         (149 )
Officer's life insurance     19     23     29  
Increase (decrease) in valuation allowance     (846 )   3,104     (1,085 )
Resolution of tax contingency         (1,165 )    
Other, net     17     65     (99 )
   
 
 
 
    $ 415   $ (1,165 ) $ (1,230 )
   
 
 
 

31


    The state tax benefit for the year ended December 31, 1999 primarily results from the resolution of a tax contingency related to the merger with MLX Corp.

    The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 1999 and 2000, are presented below:

 
  December 31,
 
 
  1999
  2000
 
Deferred tax assets attributable to:              
  Net operating loss and credit carryforwards   $ 29,035   $ 28,043  
  Accrued vacation pay     237     314  
  Compensation expense from issuance of stock options     291     291  
  Reserve and other     669     818  
   
 
 
     
Total gross deferred tax assets

 

 

30,232

 

 

29,466

 
Less valuation allowance     (18,944 )   (17,461 )
   
 
 
     
Net deferred tax assets

 

 

11,288

 

 

12,005

 
   
 
 

Deferred tax liabilities attributable to:

 

 

 

 

 

 

 
  Plant and equipment, principally due to differences in depreciation     (5,178 )   (4,723 )
  Recapture of inventory LIFO valuation for tax purposes     (78 )   (39 )
  Excess of tax over book amortization of organization costs     (71 )   (63 )
  Discount on debt for financial reporting purposes     (143 )   (132 )
   
 
 
      Total deferred tax liabilities     (5,470 )   (4,957 )
   
 
 
      Net deferred tax asset   $ 5,818   $ 7,048  
   
 
 

    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. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. In order to fully realize the deferred tax asset, the Company will need to generate future taxable income of approximately $18,000 prior to the expiration of the net operating loss carryforwards in 2020. Management believes it is more likely than not the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at December 31, 2000 based upon anticipated profitability over the period of years that the temporary differences are expected to become tax deductions. Management believes that sufficient book and taxable income will be generated to realize the benefit of these tax assets. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced.

32


MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 1999 and 2000

(Dollars in thousands, except per share data)

(9)  Income Taxes (Continued)

    During 2000, net operating loss carryforwards of approximately $1,200 expired unused. Accordingly, deferred tax assets and the related valuation allowance were reduced by $398. At December 31, 2000, the Company has net operating loss carryforwards for Federal income tax purposes of $71,657 which are available to offset future federal taxable income, if any, through 2020.

(10)  Redeemable Preferred Stock

    Pursuant to the agreement to purchase certain assets of Worthington Custom Plastics, Inc., the Company issued 10,000 shares of preferred stock, without par value, of Morton Industrial Group, Inc. to Worthington. The preferred stock is mandatorily redeemable five years from its issuance date at $1,000 per share, and will pay or accrue annual dividends at a rate of 8%. The Company may pay such dividends in cash or in additional shares of preferred stock. The agreement provides that the dividend rate may be reduced based upon changes in pricing of certain customer contracts. The Company has determined that those dividends should be reduced as provided in the agreement, and accordingly, has accrued no dividends for the year ending December 31, 2000. The preferred stock was valued at $4,250 at the time of the acquisition and the discount is being accreted over a five year period using the effective yield method.

(11)  Stockholders' Equity

    The Company's capital stock consists of Class A and Class B common stock. The Class A and Class B shares have the same rights and preferences, except that the Class B shares guarantee the holders certain special voting rights. The holders of the Class B common stock are ensured that the total votes available to be cast by the holders, when combined with Class A common stock held, will be at least 24% of the votes available to be cast by all holders of common stock.

    The Board of Directors is also authorized to issue one or more series of preferred stock, with the number of shares, dividend rate, voting rights, redemption features and other rights to be determined by the Board of Directors.

(12)  Stock Option Plans

    In 1998, the Company adopted a stock option plan (the "Plan") pursuant to which the Company's Board of Directors may grant stock options to officers and key employees. The Plan authorizes grants of options to purchase up to 1,166,896 shares of authorized but unissued Class A common stock. Stock options are granted with an exercise price equal to the stock's fair market value at the date of grant. All stock options under the Plan have ten-year terms and vest and become fully exercisable after three years from the date of grant. At December 31, 1999 and 2000, there were 275,330 and 139,150 additional shares available for grant under the Plan.

    Prior to the Merger, the Company had a stock option plan under which key officers and employees were granted options at prices equal to fair market value of the stock on the date of grant. At December 31, 1999 and 2000, there were 165,690 and 68,956 options outstanding under the prior plan.

    The per share weighted-average fair value of stock options granted during 1999 and 2000 was $3.37 and $3.70 on the date of grant using the Black Scholes option-pricing model with the following weighted-

33


average assumptions: expected dividend yield 0%, risk-free interest rate of 6%, volatility of 91%, and an expected life of 10 years.

    The Company applies APB Opinion No. 25 in accounting for its Plan and, accordingly, no compensation cost has been recognized for its stock options in the financial statements. Had the Company determined compensation cost based on the fair value at the grant date for its stock options under SFAS No. 123, the Company's net earnings would have been reduced to the pro forma amounts indicated below:

 
  1999
  2000
 
Net earnings (loss) available to common shareholders:              
  As reported   $ (10,872 ) $ (20 )
  Pro forma     (12,334 )   (1,622 )
Diluted earnings (loss) available to common shareholders per share:              
  As reported     (2.55 )   0.00  
  Pro forma     (2.90 )   (0.36 )

    Stock option activity during the periods indicated is as follows:

 
  Number of
shares

  Weighted
average
exercise
price

 
Outstanding at December 31, 1998   1,466,143   $ 10.057  
Issued   56,100     7.109  
Exercised   (437,172 )   0.111  
Forfeited   (28,000 )   (6.660 )
   
 
 

Outstanding at December 31, 1999

 

1,057,071

 

 

14.040

 
Issued   164,000     4.610  
Exercised   (96,734 )   0.411  
Forfeited   (27,820 )   (11.235 )
   
 
 

Outstanding at December 31, 2000

 

1,096,517

 

$

13,904

 
   
 
 

34


    The following is summary information about the Company's stock options outstanding at December 31, 2000:

Number of
Shares

  Exercise price
  Expiration Date
59,697   0.216   July 13, 2002
9,259   0.900   May 8, 2005
765,461   17.125   January 20, 2008
50,000   16.563   July 13, 2008
30,000   13.125   September 2, 2008
8,100   8.000   February 11, 2000
10,000   7.375   June 8, 2009
152,000   4.500   March 10, 2010
12,000   6.000   June 13, 2010

       

1,096,517

 

 

 

 

       

    At December 31, 1999 and 2000, the number of options exercisable was 456,877 and 638,573, respectively, and the weighted-average exercise price of those options was $10.74 and $15.06, respectively.

(13)  Concentration of Sales

    Sales to customers in excess of 10% of total net sales for the years ended December 31, 1998, 1999 and 2000 are as follows:

 
  Customer A
  Customer B
 
Periods ended:          
  December 31, 1998   28 % 51 %
  December 31, 1999   20 % 29 %
  December 31, 2000   18 % 35 %

    Trade accounts receivable with these customers totaled $9,800 and $9,100 at December 31, 1999 and 2000, respectively.

(14)  Employee Participation Plan

    The Morton Metalcraft Co. Employee Participation Plan allows substantially all employees to defer up to 15 percent of their income through payroll deduction of pre-tax contributions under section 401(k) of the Internal Revenue Code. The Company matches 25 percent of the first 6 percent of pre-tax income contributed by each employee. Employees may also make contributions of after-tax income. Additionally, the Company may make discretionary contributions to the plan for the benefit of participating employees. Certain of the acquired subsidiaries also had defined contribution plans which allow for employee pre-tax contributions and employer matching and discretionary contributions. The expense charged to operations related to defined contribution plans was $458, $365 and $490 for the years ended December 31, 1998, 1999 and 2000, respectively.

35


(15)  Earnings (Loss) Per Share

    The following reflects the reconciliation of the numerators and denominators of the earnings (loss) per share and net earnings (loss) per share assuming dilution computations:

 
  Year ended December 31, 1998
 
  Income
(numerator)

  Shares
(denominator)

  Per share
amount

Basic earnings per share   $ 1,665   4,023,373   $ .41
             
Effect of dilutive securities       559,241      
   
 
     
  Diluted earnings per share   $ 1,664   4,582,614   $ .36
   
 
 
 
  Year ended December 31, 1999
 
 
  Income
(numerator)

  Shares
(denominator)

  Per share
amount

 
Basic loss per share available to
common stockholders
  $ (10,872 ) 4,253,763   $ (2.55 )
             
 
Effect of dilutive securities              
   
 
       
 
Diluted loss per share available
to common stockholders

 

$

(10,872

)

4,253,763

 

$

(2.55

)
   
 
 
 
 
  Year ended December 31, 2000
 
  Income
(numerator)

  Shares
(denominator)

  Per share
amount

Basic loss per share available to
common stockholders
  $ (20 ) 4,563,958   $ 0.00
             
Effect of dilutive securities            
   
 
     
 
Diluted earnings per share available
to common stockholders

 

$

(20

)

4,562,958

 

$

0.00
   
 
 

    Options to purchase 1,057,071 shares of Class A common stock at an average purchase price of $14.040 were outstanding at December 31, 1999, but were not included in the computation of diluted earnings per share because they were anti-dilutive.

    Options to purchase 1,096,517 shares of Class A common stock at an average price of $13.904 per share and warrants to purchase 238,548 shares of Class A common stock at $.01 per share were outstanding at December 31, 2000, but were not included in the computation of diluted earnings per share because they were anti-dilutive.

36


(16)  Related Party Transactions

    During the year ended December 31, 1999, the Company paid $64 for merger and acquisition advisory services to two firms affiliated with members of the Company's board of directors.

    On November 3, 2000, the Company entered into an agreement with First Union Securities, Inc. ("FUSI"), under which FUSI will act as the Company's exclusive financial advisor with respect to possible debt or equity financings or recapitalizations. A director of Morton Industrial Group, Inc. is a Managing Director at FUSI.

(17)  Segment Reporting

    Morton Industrial Group, Inc. has two reportable segments, contract metal fabrication and contract plastic fabrication. The contract metal fabrication segment provides full-service fabrication of parts and sub-assemblies for the construction, agricultural, and industrial equipment industry. The contract plastic fabrication segment provides full-service vacuum formed and injection-molded parts and sub-assemblies for the construction, agricultural, and industrial equipment industry. Prior to March 30, 1998, the Company operated in only one reportable segment, contract metal fabrication.

    The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

    Morton Industrial Group, Inc. accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices, although these intersegment sales were insignificant in 1999 and 2000.

    Morton Industrial Group, Inc.'s reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and production methods. Most of the businesses were acquired as a unit, and most of the management at the time was retained.

 
  1998
 
  Contract
Metal
Fabrication

  Contract
Metal
Fabrication

  Total
Revenues from external customers   $ 116,333   $ 34,863   $ 151,196
Intersegment revenues     20     20     40
Interest income     35     24     59
Interest expense     4,211     568     4,779
Depreciation and amortization     4,167     1,214     5,381
Segment operating profit     5,624     1,333     6,957
Expenditures for segment fixed assets     7,832     2,427     10,259

37


 
  1999
 
  Contract
Metal
Fabrication

  Contract
Metal
Fabrication

  Total
Revenues from external customers   $ 106,048   $ 113,275   $ 219,323
Intersegment revenues         314     314
Interest income         15     15
Interest expense     4,802     3,406     8,208
Depreciation and amortization     6,428     2,765     9,193
Segment operating profit     2,416     (1,594 )   822
Segment assets including intangible assets     53,905     71,801     125,706
Expenditures for segment fixed assets     3,363     1,600     4,963
 
  2000
 
  Contract
Metal
Fabrication

  Contract
Metal
Fabrication

  Total
Revenues from external customers   $ 150,809   $ 128,019   $ 278,828
Intersegment revenues         596     596
Interest expense     4,249     6,552     10,801
Depreciation and amortization     5,459     4,163     9,622
Segment operating profit     8,093     1,018     9,111
Segment assets including intangible assets     58,350     72,183     130,533
Expenditures for segment fixed assets     3,912     2,739     6,651

(18)  Litigation

    On May 1, 2000, Worthington Industries, Inc. filed suit (in the United States District Court for the Southern District of Ohio, Eastern Division) related to the Company's 1999 acquisition of the non-automotive plastics business from Worthington. Worthington claims that it is owed additional amounts under the sales agreement and a related service agreement, and that it is owed dividends on the preferred stock that it received. The Company believes that certain warranties and representations made by Worthington at the time of acquisition have been breached and that amounts claimed by Worthington are not due. The Company has filed a counterclaim against Worthington related to these matters. Management believes that the Company will prevail in this litigation and does not anticipate any material impact on earnings or financial position.

    The Company is also involved in routine litigation. Management does not believe that any legal proceedings would have a material adverse effect on the Company's financial condition or results of operations.

38



MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES

Schedule II—Valuation and Qualifying Accounts

 
   
  Additions

   
   
Description

  Balance at
beginning of
period

  Charged to
costs and
expenses

  Charged to
other
accounts

  Deductions
  Balance at
end of
period

Allowance for doubtful accounts:                      
 
Year ended December 31, 1998

 

$

100

 


 

214

*


 

314

 

 



 



 



 



 


 
Year ended December 31, 1999

 

$

314

 

64

 

370

*

428

 

320

 

 



 



 



 



 


 
Year ended December 31, 2000

 

$

320

 

1,430

 


 

426

 

1,324
   
 
 
 
 

*
Represents the acquisition date allowance for doubtful accounts of businesses acquired.

39


Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

Information About the Selection of Our Auditors

Selection of KPMG LLP (February 17, 1999)

    On February 17, 1999, the Company's Board of Directors, acting upon the recommendation of the Audit Committee of the Board, selected KPMG LLP ("KPMG") to serve as the Company's independent accountants for the fiscal year ended December 31, 1998, and the fiscal year ending December 31, 1999, and dismissed Clifton Gunderson L.L.C. ("Clifton Gunderson") as independent accountants for the Company. Clifton Gunderson had served as the independent accountants for Morton Metalcraft Holding Co. (Morton) (which merged with the Company on January 20, 1998) for the six months ended December 31, 1997, and the fiscal years ended June 30, 1997 and 1996. On April 14, 1998, as reported on Form 8-K dated April 16, 1998, and Form 8-K/A dated April 22, 1998, our Board of Directors, acting upon the recommendation of its Audit Committee selected Clifton Gunderson to serve as our Company's independent accountants. The action of the Board of Directors on February 17, 1999, dismissing Clifton Gunderson and appointing KPMG reflected the Board's determination that our recent and anticipated growth merited our selection of a recognized national accounting firm rather than a smaller, regional firm.

    During the period from April 14, 1998, to and including February 17, 1999, with respect to the Company, and prior thereto with respect to Morton, including the period from January 1, 1998, to April 14, 1998, the six months ended December 31, 1997, and the fiscal years ended June 30, 1997 and 1996, Clifton Gunderson's reports on the financial statements of Morton did not contain an adverse opinion or disclaimer of opinion, nor were they qualified in any way, and no reports of Clifton Gunderson were qualified as to uncertainty, audit scope, or accounting principles. (Clifton Gunderson issued no reports on the financial statements of the Company during the period that began April 14, 1998, and ended February 17, 1999.) During the same periods, neither the Company nor Morton had any disagreements with Clifton Gunderson on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. During the period from April 14, 1998, to and including February 17, 1999, with respect to us, and prior thereto with respect to Morton, including the period from January 1, 1998, to April 14, 1998, the six months ended December 31, 1997, and the fiscal years ended June 30, 1997 and 1996, Clifton Gunderson did not advise us or Morton that:

    During the period from April 14, 1998, to and including February 17, 1999, with respect to us, and prior thereto with respect to Morton, including the period from January 1, 1998 to April 14, 1998, the six months ended December 31, 1997, and the fiscal years ended June 30, 1997, and 1996, neither we nor Morton consulted KPMG about either (a) the application of accounting principles to a specified transaction, either completed or proposed, or (b) the type of audit opinion that might be rendered on our or Holding's financial statements, or (b) any matter that was a subject of a disagreement between us or Holding and Clifton Gunderson or that was a reportable event of the kind described in four listed items in the immediately preceding paragraph. Selection of Clifton Gunderson (April 14, 1998).

40



PART III

Item 10. Directors and Executive Officers of the Registrant.

    The information required by this Item 10 about the executive officers and Directors of the Company is incorporated herein by reference to the information set forth under the caption "Election of Directors" in our definitive proxy statement for the 2001 annual meeting of shareholders, which we expect to file with the Securities and Exchange commission not later than one hundred twenty days after December 31, 2000 pursuant to Regulation 14A.

Item 11. Executive Compensation.

    The information required by this Item 11 is incorporated herein by reference to the information set forth under the caption "Executive Compensation" in our definitive proxy statement for the 2001 annual meeting of shareholders, which we expect to file with the Securities and Exchange commission not later than one hundred twenty days after December 31, 2000 pursuant to Regulation 14A.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

    The information required by this Item 12 is incorporated herein by reference to the information set forth under the caption "Principal Shareholders of the Company" in our definitive proxy statement for the 2001 annual meeting of shareholders, which we expect to file with the Securities and Exchange commission not later than one hundred twenty days after December 31, 2000 pursuant to Regulation 14A.

Item 13. Certain Relationships and Related Transactions.

    The information required by this Item 13 is incorporated herein by reference to the information set forth under the caption "Executive Compensation—Certain Relationships and Related Transactions" in our definitive proxy statement for the 2001 annual meeting of shareholders, which we expect to file with the Securities and Exchange commission not later than one hundred twenty days after December 31, 2000 pursuant to Regulation 14A.


PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a)
The following documents are filed as a part of this report:

1.
Financial Statements.

    The following financial statements of the Company are included in Item 8:

a.
Report of KPMG LLP, Independent Auditors

b.
Consolidated Balance Sheets as of December 31, 1999 and 2000

c.
Consolidated Statements of Operations for the years ended December 31, 1998, 1999 and 2000

d.
Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 1998, 1999 and 2000

e.
Consolidated Statements of Cash Flows for the years ended December 31, 1998, 1999 and 2000

f.
Notes to Consolidated Financial Statements

2.
Financial Statement Schedules

    The following financial statement schedule of the Company is included in Item 8:

Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 1998, 1999 and 2000

41


Exhibit Number and Document Title

  Incorporated by Reference to
  Filed Herewith

 

 

 

 

 
2.1 and 10.1—Agreement and Plan of Merger Between MLX Corp. and Morton Metalcraft Holding Co., dated as of October 20, 1997   Annex B to the Definitive Proxy Statement on Schedule 14A filed by MLX Corp. with the Securities and Exchange Commission ("SEC") on January 6, 1998.    
2.2 and 10.2—Securities Purchase Agreement Among MLX Corp. and Security Holders of Morton Metalcraft Holding Co., dated as of October 20, 1997   Morton Industrial Group, Inc. Form 10-K for the year ended December 31, 1997    
3.1 and 4.1—Articles of Incorporation of the registrant as Amended prior to January 20, 1998   MLX Corp. Form 10-Q for the quarter ended June 30, 1993    
3.2 and 4.2—Articles of Amendment to Articles of Incorporation of the Registrant Effective January 20, 1998   Exhibit 3 to Morton Industrial Group, Inc. Report on Form 8-K filed with the SEC on February 4, 1998    
3.2 and 4.2—Bylaws of the Registrant, as Amended   Morton Industrial Group, Inc. Form 10-K for the year ended December 31, 1997    
4.3 and 10.3—Credit Agreement Among the Registrant, Metalcraft Co., Morton Metalcraft Co. of North Carolina and Harris Trust & Savings Bank, individually and as Agent, dated January 20, 1998   Morton Morton Industrial Group, Inc. Form 10-K for the year ended December 31, 1997    
4.4 and 10.4—Security Agreement executed by Morton Industrial Group, Inc., Morton Metalcraft Co., and Morton Metalcraft Co. of North Carolina in favor of Harris Trust & Savings Bank, individually and as Agent, dated January 20, 1998   Morton Industrial Group, Inc. Form 10-K for the year ended December 31, 1997    
4.5 and 10.5—Mortgage and Security Agreement with Assignment of Rents executed by Morton Metalcraft Co. in favor of Harris Trust & Savings Bank, individually and as Agent, dated January 20, 1998   Morton Industrial Group, Inc. Form 10-K for the year ended December 31, 1997    
4.6 and 10.6—Pledge Agreement executed by Registrant in favor of Harris Trust & Savings Bank, individually and as Agent, dated January 20, 1998   Morton Industrial Group, Inc. Form 10-K for the year ended December 31, 1997    
10.7—Limited Indemnification Agreement dated as of October 20, 1997, among MLX Corp., William D. Morton, and Other Morton Metalcraft Shareholders and Option Holders   Morton Industrial Group, Inc. Form 10-K for the year ended December 31, 1997    
10.8—Industrial Building Lease between Morton Welding Co., Inc., and Morton Metalcraft Co. dated September 1, 1994   Morton Industrial Group, Inc. Form 10-K for the year ended December 31, 1997    

42


10.9—Lease between Caterpillar, Inc., and Morton Metalcraft Co., Inc. dated June 9, 1995   Morton Industrial Group, Inc. Form 10-K for the year ended December 31, 1997    
10.10—Lease between Agracel, Inc., and Morton Metalcraft Co. dated November 6, 1996.   Morton Industrial Group, Inc. Form 10-K for the year ended December 31, 1997    
10.11—Employment Agreement dated as of January 20, 1998, between the Registrant and William D. Morton   Morton Industrial Group, Inc. Form 10-K for the year ended December 31, 1997    
10.12—Employment Agreement dated as of January 20, 1998, between the Registrant and Daryl R. Lindemann   Morton Industrial Group, Inc. Form 10-K for the year ended December 31, 1997    
10.13—MLX Corp. 1997 Stock Option Plan   Appendix C to the Definitive Proxy Statement on Schedule 14A filed by MLX Corp. with the SEC on January 6. 1998.    
10.14—MLX Corp. 1995 Stock Option Plan   MLX Corp. Definitive Proxy Statement on Schedule 14A for the 1995 Annual Meeting of Stockholders    
10.15—Master Lease Agreement between Morton Metalcraft Co. and General Electric Capital Corporation dated August 7, 1996   Morton Industrial Group, Inc. Form 10-K for the year ended December 31, 1997    
10.16—Guaranty of Master Lease Agreement by Morton Metalcraft Holding Co., dated August 7, 1996   Morton Industrial Group, Inc. Form 10-K for the year ended December 31, 1997    
10.17—Split Dollar Insurance Agreement between Morton Metalcraft Co. and William D. Morton dated February 3, 1995.   Morton Industrial Group, Inc. Form 10-K for the year ended December 31, 1997    
10.18—Split Dollar Assignment between William D. Morton and Morton Metalcraft Co. dated February 3, 1995   Morton Industrial Group, Inc. Form 10-K for the year ended December 31, 1997    
10.19—Split Dollar Insurance Agreement between Morton Metalcraft Co. and William D. Morton dated October 10, 1993   Morton Industrial Group, Inc. Form 10-K for the year ended December 31, 1997    
10.20—Split Dollar Assignment between William D. Morton and Morton Metalcraft Co., dated October 10, 1993   Morton Industrial Group, Inc. Form 10-K for the year ended December 31, 1997    
10.21—Split Dollar Insurance Agreement between Morton Metalcraft Co. and Daryl R. Lindemann dated October 10, 1993   Morton Industrial Group, Inc. Form 10-K for the year ended December 31, 1997    
10.22—Split Dollar Assignment between Daryl R. Lindemann and Morton Metalcraft Co., dated October 10, 1993   Morton Industrial Group, Inc. Form 10-K for the year ended December 31, 1997    

43


10.23—Death Benefit Agreement between Morton Metalcraft Co. and William D. Morton   Morton Industrial Group, Inc. Form 10-K for the year ended December 31, 1997    
10.24—Salary Continuation Agreement between Morton Metalcraft Co. and William D. Morton dated February 26, 1996.   Morton Industrial Group, Inc. Form 10-K for the year ended December 31, 1997    
10.25—Stock Purchase Agreement among the Company and Gary L. George and Gloria J. George, dated March 2, 1998.   Exhibit 10.1 to Morton Industrial Group, Inc. Report on Form 8-K filed with the SEC on April 14, 1998    
10.26—Stock Purchase Agreement among the Company, Joseph T. Buie, Jr., and Ernest J. Butler, dated April 8, 1998.   Exhibit 10.2 to Morton Industrial Group, Inc. Report on Form 8-K filed with the SEC on April 14, 1998    
10.27—Non-negotiable Promissory Note (subordinated) of the Company to Joseph T. Buie, Jr., dated April 8, 1998.   Exhibit 10.3 Morton Industrial Group, Inc. Report on Form 8-K filed with the SEC on April 14, 1998    
10.28—Non-negotiable Promissory Note (subordinated) of the Company to Ernest. J. Butler, dated April 8, 1998.   Exhibit 10.4 Morton Industrial Group, Inc. Report on Form 8-K filed with the SEC on April 14, 1998    
10.29—Stock Purchase Agreement among the Company and Richard L. Goreham, Delores A. Staples and William B. Goreham, dated April 27, 1998.   Exhibit 10.1 Morton Industrial Group, Inc. Report on Form 8-K filed with the SEC on June 12, 1998    
10.30—Credit Agreement dated May 28, 1998 among the Company, Harris Trust and Savings Bank, and the lenders signatory thereto.   Exhibit 10.2 Morton Industrial Group, Inc. Report on Form 8-K filed with the SEC on June 12, 1998    
10.31—Mortgage and Security Agreement with Assignment of Rents executed by Carroll George Inc. dated May 28, 1998.   Exhibit 10.3 Morton Industrial Group, Inc. Report on Form 8-K filed with the SEC on June 12, 1998    
10.32—Deed of Trust and Security Agreement with Assignment of Rents executed by B&W Metal Fabricators, Inc.   Exhibit 10.4 Morton Industrial Group, Inc. Report on Form 8-K filed with the SEC on June 12, 1998    
10.33—Amended and Restated Security Agreement executed by the Company, Morton Metalcraft Co., Morton Metalcraft Co. of North Carolina, Morton Metalcraft Co. of South Carolina, Carroll George Inc. and B&W Metal Fabricators, Inc. dated May 28, 1998.   Exhibit 10.5 Morton Industrial Group, Inc. Report on Form 8-K filed with the SEC on June 12, 1998    
10.34—Amended and Restated Pledge Agreement executed by the Company, Morton Metalcraft Co., Morton Metalcraft Co. of North Carolina, Morton Metalcraft Co. of South Carolina, Carroll George Inc. and B&W Metal Fabricators, Inc. dated May 28, 1998.   Exhibit 10.6 Morton Industrial Group, Inc. Report on Form 8-K filed with the SEC on June 12, 1998    

44


10.35—Amended and Restated Mortgage and Security Agreement with Assignment of Rents executed by Morton Metalcraft Co., dated May 28, 1998.   Exhibit 10.7 Morton Industrial Group, Inc. Report on Form 8-K filed with the SEC on June 12, 1998    
10.35—Mortgage and Security Agreement with Assignment of Rents to executed by Mid-Central Plastics, Inc. dated May 28, 1998.   Exhibit 10.8 Morton Industrial Group, Inc. Report on Form 8-K filed with the SEC on June 12, 1998    
10.36—First Amendment to Credit Agreement with Harris Trust & Savings Bank.   Morton Industrial Group, Inc. Form 10-K for the year ended December 31, 1998    
10.37—Asset Purchase Agreement among the Company, Morton Custom Plastics, LLC, and Worthington Custom Plastics, Inc. dated February 26, 1999 and First Amendment to Asset Purchase Agreement, dated as of April 15, 1999, among the Company, Morton Custom Plastics, LLC and Worthington Custom Plastics, Inc.   Exhibits 10.1 and 10.2 to Morton Industrial Group, Inc. Report on Form 8-K filed with the SEC on April 29, 1999    
10.38—Credit Agreement dated as of April 15, 1999, among Morton Custom Plastics, LLC, Morton Holding, LLC and General Electric Capital Corporation   Exhibit 99.1 to Morton Industrial Group, Inc. Report on Form 8-K filed with the SEC on April 29,1999    
10.39—Agreement dated December 31, 1999 by and among Carroll George Inc., Morton Industrial Group, Inc. and Advanced Component Technologies, Inc.   Exhibit 99.2 to Morton Industrial Group, Inc. Report on Form 8-K filed with SEC on January 18, 2000    
10.40—Third Amendment to Credit Agreement with Harris Trust & Savings Bank   Exhibit 99.1 to Morton Industrial Group, Inc. Report on Form 8-K filed with SEC on February 29, 2000    
13—Annual Report   Exhibit 13.1 to Morton Industrial Group, Inc. Report on Form 10-K filed with SEC on April 2, 2001   X
16.2—Letter re: change in certifying accountant   Exhibit 16.1 to Morton Industrial Group, Inc. Report on Form 8-K filed with the SEC on February 18, 1999    
21.1—Subsidiaries of Registrant       X
23.1—Consent of KPMG LLP       X
(b)
Reports on Form 8-K

    None

45



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.

    MORTON INDUSTRIAL GROUP, INC.

 

 

 

 
Dated: March 30, 2001   By: /s/ WILLIAM D. MORTON   
William D. Morton
President, Chief Executive Officer, and Chairman of the Board of Directors

    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 in the capacities and on the dates indicated.

Signatures
  Title
  Date

 

 

 

 

 
/s/ WILLIAM D. MORTON   
William D. Morton
  President, Chief Executive Officer, and Chairman of the Board of Directors   March 30, 2001

/s/ 
THOMAS D. LAUERMAN   
Thomas D. Lauerman

 

Vice President of Finance and Treasurer (Principal Accounting Officer)

 

March 30, 2001

/s/ 
FRED. W. BROLING   
Fred. W. Broling

 

Director

 

March 30, 2001

/s/ 
ALFRED R. GLANCY III   
Alfred R. Glancy III

 

Director

 

March 30, 2001

/s/ 
MARK W. MEALY   
Mark W. Mealy

 

Director

 

March 30, 2001

/s/ 
WILLEM F.P. DE VOGEL   
Willem F.P. de Vogel

 

Director

 

March 30, 2001

46



SHAREHOLDER INFORMATION

CORPORATE OFFICES

Morton Industrial Group, Inc.
1021 W. Birchwood
Morton, Illinois 61550-0429
Phone: 309-263-3300 Fax: 309-263-3216

INVESTOR INFORMATION

Shareholders and prospective investors are welcome to call or write with questions or requests for additional information. Please direct inquiries to Van Negris at:

Kehoe, White, Van Negris & Company, Inc.
766 Madison Avenue
New York, NY 10021
Phone: 212-396-0606 Fax: 212-396-9025

ANNUAL MEETING

The Annual Meeting of the Shareholders of Morton Industrial Group, Inc. will be held at:

Hilton Charlotte University Place
8629 J. M. Keynes Drive
Charlotte, North Carolina 28262
Tuesday, June 12, 2001 at 10:00 a.m. (EDT)

FORM 10-K

A copy of form 10-K, the Annual Report which the Company is required to file with the Securities and Exchange Commission, is available without charge upon request to the Company at the above address.

STOCK TRANSFER AGENT AND REGISTRAR

For inquiries about stock transfers or address changes, shareholders may contact:

American Stock Transfer & Trust Co.
59 Maiden Lane
New York, NY 10038
Phone: 800-937-5449

INDEPENDENT PUBLIC ACCOUNTANTS

KPMG LLP
Indianapolis, Indiana

STOCK MARKET INFORMATION

The common stock of Morton Industrial Group, Inc. is traded on the Nasdaq SmallCap Market under the ticker symbol MGRPC.

47


BOARD OF DIRECTORS

William D. Morton
  Chairman of the Board, President and CEO
  Morton Industrial Group, Inc.

Fred W. Broling
  President and CEO
  US Precision Glass

Willem F.P. de Vogel
  President
  Three Cities Research, Inc.

Alfred R. Glancy III
  Chairman and CEO
  MCN Energy Group, Inc.

Mark W. Mealy
  Managing Director
  First Union Securities, Inc.

CORPORATE OFFICERS

William D. Morton
  Chairman of the Board, President and CEO

Daryl R. Lindemann
  Secretary

Thomas D. Lauerman
  Vice President of Finance & Treasurer

48




QuickLinks

DOCUMENTS INCORPORATED BY REFERENCE
PART I
BUSINESS
PART II
SELECTED HISTORICAL FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
INDEX TO FINANCIAL STATEMENTS
Independent Auditors' Report
MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 1999 and 2000 (Dollars in thousands, except share data)
MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES Consolidated Statements of Operations Years ended December 31, 1998, 1999 and 2000 (Dollars in thousands, except per share data)
MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES Consolidated Statements of Stockholders' Equity (Deficit) Years ended December 31, 1998, 1999 and 2000 (Dollars in thousands)
MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows Years ended December 31, 1998, 1999 and 2000 (Dollars in thousands)
MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 1999 and 2000 (Dollars in thousands, except per share data)
MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES Schedule II—Valuation and Qualifying Accounts
PART III
PART IV
SIGNATURES
SHAREHOLDER INFORMATION