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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Transition period from __________ to __________
Commission File No. 333-43523
Elgin National Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 36-3908410
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2001 Butterfield Road, Suite 1020, Downers Grove, Illinois 60515-1050
(Address of principal executive offices)
Telephone Number: 630-434-7243
(Registrant's telephone number, including area code)
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] Yes No [ ]
As of July 31, 2002, there were outstanding 6,408.3 shares of Class A
Common Stock and 19,951.7 shares of Preferred Stock.
ELGIN NATIONAL INDUSTRIES, INC.
TABLE OF CONTENTS
Page
----
PART I--FINANCIAL INFORMATION
ITEM 1--Financial Statements
Consolidated Balance Sheets as of June 30, 2002 and December 31, 2001 ............................................. 3
Consolidated Statements of Income for the Six Months Ended June 30, 2002 and June 30,
2001, and for the Three Months Ended June 30, 2002 and June 30, 2001 ........................................... 4
Consolidated Statement of Changes in Stockholder's Deficit for the Six Months Ended June
30, 2002 ....................................................................................................... 5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2002
and June 30, 2001 .............................................................................................. 6
Notes to Condensed Consolidated Financial Statements .............................................................. 7
ITEM 2--Management's Discussion and Analysis of Financial Condition and Results of Operations ........................ 9
ITEM 3--Quantitative and Qualitative Disclosures about Market Risk ................................................... 11
PART II--OTHER INFORMATION
ITEM 1--Legal Proceedings ............................................................................................ 12
ITEM 6--Exhibits and Reports on Form 8-K ............................................................................. 12
SIGNATURES ............................................................................................................. 13
EXHIBIT INDEX .......................................................................................................... 14
PART I
ITEM 1. FINANCIAL STATEMENTS
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(in thousands except share data)
(Unaudited)
June 30, December 31,
2002 2001
-------- -----------
ASSETS
Current assets:
Accounts receivable, net ............................................................. $ 28,409 $ 37,292
Inventories, net ..................................................................... 17,851 18,359
Prepaid expenses and other assets .................................................... 2,511 345
Deferred income taxes ................................................................ 3,542 3,542
-------- --------
Total current assets .............................................................. 52,313 59,538
Property, plant and equipment, net ..................................................... 22,891 22,070
Loans receivable to related parties .................................................... 7,833 7,833
Other assets ........................................................................... 29,970 29,310
Goodwill ............................................................................... 18,995 18,995
-------- --------
Total assets ...................................................................... $132,002 $137,746
======== ========
LIABILITIES AND STOCKHOLDER'S DEFICIT
Current liabilities:
Short-term debt ...................................................................... $ 1,046 $ 134
Current portion of long-term debt .................................................... 2,961 3,050
Accounts payable ..................................................................... 22,887 32,032
Accrued expenses ..................................................................... 8,592 11,941
-------- --------
Total current liabilities ......................................................... 35,486 47,157
Long-term debt less current portion .................................................... 95,194 88,050
Other liabilities ...................................................................... 2,123 2,273
Deferred income taxes .................................................................. 3,626 3,778
-------- --------
Total liabilities ................................................................. 136,429 141,258
-------- --------
Redeemable preferred stock units ....................................................... 13,652 13,288
-------- --------
Redeemable preferred stock ............................................................. 3,745 3,645
-------- --------
Common stockholder's deficit:
Common stock, Class A par value $.01 per share; authorized 23,678 shares;
6,408 issued and outstanding
Retained deficit ..................................................................... (21,824) (20,445)
-------- --------
Total common stockholder's deficit ................................................ (21,824) (20,445)
-------- --------
Total liabilities and stockholder's deficit ....................................... $132,002 $137,746
========- ========
The accompanying notes are an integral part of
the condensed consolidated financial statements
3
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands)
(Unaudited)
For the Six Months For the Three Months
Ended June 30, Ended June 30,
------------------- -------------------
2002 2001 2002 2001
------- ------- ------- -------
Net sales ........................................... $75,496 $94,578 $37,277 $51,012
Cost of sales ....................................... 60,389 74,698 30,526 40,378
------- ------- ------- -------
Gross profit ...................................... 15,107 19,880 6,751 10,634
Selling, general and administrative expenses ........ 12,374 12,259 6,400 6,601
Amortization expense ................................ 547 305
------- ------- ------- -------
Operating income .................................. 2,733 7,074 351 3,728
Other expenses (income)
Interest income ................................... (227) (502) (113) (121)
Interest expense .................................. 4,709 4,823 2,389 2,432
------- ------- ------- -------
Income (loss) before income taxes ................... (1,749) 2,753 (1,925) 1,417
(Benefit) provision for income taxes ................ (682) 1,192 (796) 612
------- ------- ------- -------
Net (loss) income ................................... $(1,067) $1,561 $(1,129) $ 805
======= ====== ======= =======
The accompanying notes are an
integral part of the condensed consolidated financial statements
4
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S DEFICIT
For the Six Months Ended June 30, 2002
(in thousands except share data)
(Unaudited)
Total
Common Retained Stockholder's
Stock (Deficit) Deficit
------ -------- -----------
Balance as of December 31, 2001............................................ $ $(20,445) $(20,445)
Net loss for the six months ended June 30, 2002.......................... (1,067) (1,067)
Redeemable preferred stock unit dividends, net of tax of $152............ (212) (212)
Redeemable preferred stock dividends (19,952 shares at $5.00 per share)..
(100) (100)
-------- -------- --------
Balance as of June 30, 2002................................................ $ $(21,824) $(21,824)
======== ======== ========
The accompanying notes are an integral
part of the condensed consolidated financial statements
5
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2002 and 2001
(in thousands)
(Unaudited)
2002 2001
------- -------
Net cash (used in) provided by operating activities ..... $(5,481) $ 624
Cash flows from investing activities:
Purchase of property, plant and equipment .......... (2,502) (2,624)
Proceeds from sale of assets ....................... 16 13
Business acquired, net of cash ..................... (20,360)
------ -------
Net cash used by investing activities .............. (2,486) (22,971)
Cash flows from financing activities:
Borrowings on long-term debt ....................... 9,712 20,950
Repayments on long-term debt ....................... (1,745) (750)
Debt issuance costs ................................ (874)
------ -------
Net cash provided by financing activities .......... 7,967 19,326
Net increase (decrease) in cash ......................... 0 (3,021)
Cash and cash equivalents at beginning of period ........ 3,021
------- -------
Cash and cash equivalents at end of period .............. $ 0 $ 0
======= =======
The accompanying notes are an integral part of the condensed consolidated
financial statements
6
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Report Preparation
The accompanying condensed consolidated financial statements, which have
not been audited by independent certified public accountants, were prepared in
conformity with accounting principles generally accepted in the United States
and such principles were applied on a basis consistent with the preparation of
the audited consolidated financial statements included in the Company's December
31, 2001 10-K filed with the Securities and Exchange Commission. The financial
information furnished includes all normal recurring accrual adjustments which
are, in the opinion of management, necessary for a fair statement of results for
the interim period. Results for the first six months of 2002 are not necessarily
indicative of the results to be expected for the full year. For further
information refer to the Company's consolidated financial statements included in
the annual report on Form 10-K.
2. Inventories
June 30, December 31,
2002 2001
-------- ------------
(in thousands)
Finished goods ...................... $11,038 $ 10,990
Work-in-process ..................... 2,416 2,387
Raw materials ....................... 6,341 6,744
------- --------
19,795 20,121
Less excess and obsolete reserve .... 1,944 1,762
------- --------
$17,851 $ 18,359
======= ========
7
3. Segment Information
The Company operates primarily in two industries, Manufactured Products and
Engineering Services. In accordance with the Company's method of internal
reporting, corporate headquarters costs are not allocated to the individual
segments. Information about the Company by industry is presented below for the
six months and three months ended June 30:
Six Months Three Months
Ended June 30 Ended June 30
2002 2001 2002 2001
------- ------- ------- -------
(in thousands)
Net sales to external customers:
Manufactured Products ................................................ $47,520 $47,384 $23,576 $23,775
Engineering Services ................................................. 27,976 47,194 13,701 27,237
------- ------- ------- -------
Total net sales to external customers ........................... $75,496 $94,578 $37,277 $51,012
======= ======= ======= =======
Net sales to internal customers:
Manufactured Products ................................................ $ 1,766 $ 2,591 $ 942 $ 1,750
Engineering Services ................................................. 131 150 52 70
------- ------- ------- -------
Total net sales to internal customers ........................... $ 1,897 $ 2,741 $ 994 $ 1,820
======= ======= ======= =======
Total net sales
Manufactured Products ................................................ $49,286 $49,975 $24,518 $25,525
Engineering Services ................................................. 28,107 47,344 13,753 27,307
------- ------- ------- -------
Total net sales ................................................. 77,393 97,319 38,271 52,832
Elimination of net sales to internal customers ............................ 1,897 2,741 994 1,820
------- ------- ------- -------
Total consolidated net sales .................................... $75,496 $94,578 $37,277 $51,012
======= ======= ======= =======
Earnings (loss) before interest, taxes and amortization:
Manufactured Products ................................................ $ 5,770 $ 6,384 $ 3,028 $ 3,210
Engineering Services ................................................. (570) 3,754 (1,328) 2,140
------- ------- ------- -------
Total segment earnings before interest, taxes and amortization .. 5,200 10,138 1,700 5,350
Amortization .............................................................. (547) (305)
Interest income ........................................................... 227 502 113 121
Interest expense .......................................................... (4,709) (4,823) (2,389) (2,432)
Corporate expenses before interest, taxes and amortization ................ (2,467) (2,517) (1,349) (1,317)
------- ------- ------- -------
Consolidated income (loss) before income taxes ....................... $(1,749) $ 2,753 $(1,925) $ 1,417
======= ======= ======= =======
4. Contingencies
The Company has claims against others, and there are claims by others
against it, in a variety of matters arising out of the conduct of the Company's
business. The ultimate resolution of all such claims would not, in the opinion
of management, have a material effect on the Company's financial position, cash
flows or results of operations.
5. Adoption of Accounting Principles
In June 2001, the Financial Accounting Standards Board issued Statements of
Accounting Standards No. 141, Business Combinations, and No. 142, Goodwill and
Other Intangible Assets, effective for fiscal years beginning after December 15,
2001. Under the new rules, goodwill and intangible assets deemed to have
indefinite lives are no longer amortized but are subject to annual impairment
tests in accordance with the Statements. Other intangible assets will continue
to be amortized over their useful lives.
The Company has applied the new rules on accounting for goodwill and other
intangible assets beginning in the first quarter of 2002. Application of the
nonamortization provisions of the Statement is expected to result in a decrease
8
in net loss of approximately $660,000 per year. During the quarter ended June
30, 2002, the Company performed the first annual impairment evaluation and
determined that none of the recorded goodwill was impaired.
The Company has two reporting segments, Manufactured Products and Engineering
Services, goodwill was allocated to these segments as follows:
June 30, 2002
--------------
(In thousands)
Engineering Services $ 500
Manufactured Products 18,495
-------
Total $18,995
=======
The proforma impact of eliminating goodwill amortization on the consolidated
statements of income is as follows:
Six months ended Three months ended
June 30, 2001 June 30, 2001
---------------------------------------
(In thousands)
Reported net income $ 1,561 $ 805
Goodwill amortization, net of tax 328 182
------- -----
Adjusted net income $ 1,889 $ 987
======= =====
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
Three Months Ended June 30, 2002 Compared to Three Months Ended June 30, 2001
Net Sales: Net sales for the quarter ended June 30, 2002 decreased $13.7
million, or 26.9%, to $37.3 million from $51.0 million for the corresponding
period in 2001. The Engineering Services Segment's sales decreased $13.5 million
or 49.7% to $13.7 million for the quarter ended June 30, 2002 from $27.2 million
for the quarter ended June 30, 2001. For the quarter ended June 30, 2002 the
Company had three larger projects with sales in excess of $1.0 million,
totalling $8.0 million in sales, compared to five such projects totalling $19.7
million in sales for the quarter
9
ended June 30, 2001. The Manufactured Products Segment's sales decreased $0.2
million, or 0.8%, primarily due to decreased capital equipment sales, partially
offset with increased fastener sales and sales of electronic componants.
Gross Profit: Gross profit for the quarter ended June 30, 2002 decreased
$3.8 million, or 36.5%, to $6.8 million from $10.6 million for the corresponding
period in 2001. As a percentage of net sales, the gross profit decreased to
18.1% for the quarter ended June 30, 2002 from 20.8% for the corresponding
period in 2001. The decrease resulted from a reduction of margin on a larger
project within the Engineering Services Segment due to higher than anticipated
labor and equipment costs in the quarter ended June 2002 as well as higher
margins realized upon the completion of Engineering Services Segment projects
within the quarter ended June 2001.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses of the Company for the quarter ended June 30, 2002 of
$6.4 million was $0.2 million, or 3.0%, lower than the selling and
administrative expenses of $6.6 million for the corresponding period in 2001 due
to lower payroll related costs. As a percentage of net sales, selling, general
and administrative expenses increased from 12.9% for the quarter ended June 30,
2001 to 17.2% for the quarter ended June 30, 2002 due to decreased sales.
Amortization Expense: Beginning January 1, 2002 the Company discontinued
the amortization of goodwill in accordance with the provisions of Statement of
Accounting Standards No. 142 - Goodwill and Other Intangible Assets. Goodwill
amortization was $0.3 milion for the quarter ended June 30, 2001.
Interest Income: Interest income of the Company for the quarter ended June
30, 2002 of $0.1 million approximated interest income for the corresponding
period ended June 30, 2001.
Interest Expense: Interest expense of the Company for the quarter ended
June 30, 2002 of $2.4 million approximated interest expense for the
corresponding period in 2001.
(Benefit) Provision for Income Taxes: Benefit for income taxes of the
Company for the quarter ended June 30, 2002 of $0.8 million compared to an
income tax provision of $0.6 million for the quarter ended June 30, 2001. The
decrease of $1.4 million was due to the loss before income taxes for the quarter
ended June 30, 2002.
Net (Loss) Income: The net loss for the Company for the quarter ended June
30, 2002 of $1.1 million was $1.9 million lower than the net income of $0.8
million for the quarter ended June 30, 2001 for the reasons discussed above. Net
loss as a percentage of net sales was 3.0% for the quarter ended June 30, 2002
compared to net income as a percentage of net sales of 1.6% for the
corresponding quarter in 2001.
Six Months Ended June 30, 2002 Compared to Six Months Ended June 30, 2001
Net Sales: Net sales for the six months ended June 30, 2002 decreased $19.1
million, or 20.2%, to $75.5 million from $94.6 million for the corresponding
period in 2001. The Engineering Services Segment's sales decreased $19.2
million, or 40.7% from $47.2 million for the six months ended June 30, 2001 to
$28.0 million for the six months ended June 30, 2002, due to the timing and size
of projects. For the six months ended June 30, 2002 the Company had six projects
with sales over $1.0 million, totalling $20.0 million in sales, compared to
eight such projects totalling $38.7 million in sales for the six months ended
June 30, 2001. The Manufactured Products Segment's sales increased $0.1 million
from $47.4 million for the six months ended June 30, 2001 to $47.5 million for
the six months ended June 30, 2002, primarily due to increased fastener and
electronic componant sales, partially offset with decreased sales of capital
equipment.
10
Gross Profit: Gross profit for the six months ended June 30, 2002 decreased
$4.8 million, or 24.0%, to $15.1 million from $19.9 million for the
corresponding period in 2001. As a percentage of net sales, the gross profit
decreased to 20.0% for the six months ended June 30, 2002 from 21.0% for the
corresponding period in 2001. The decrease resulted from a reduction of margin
on larger projects within the Engineering Services Segment due to higher than
anticipated labor and equipment costs in the six months ended June 2002 as well
as higher margins realized upon the completion of Engineering Services Segment
projects within the six months ended June 2001. The Manufactured Products
Segment had a lower gross profit margin earned due to lower margins earned on
the sale of screens and screen cloths.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses of the Company for the six months ended June 30, 2002 of
$12.4 million were $0.1 million, or 0.9% higher than the selling, general and
administrative expenses for the corresponding period in 2001 mainly due to the
reversal of a provision on a loan receivable within the Engineering Services
Segment in 2001, partially offset with lower payroll related expenses in 2002.
Amortization Expense: Beginning January 1, 2002 the Company discontinued
the amortization of goodwill in accordance with the provisions of Statement of
Accounting Standards No. 142 - Goodwill and Other Intangible Assets. Goodwill
amortization was $0.5 million for the six months ended June 30, 2001.
Interest Income: Interest income of the Company of $0.2 million for the six
months ended June 30, 2002 decreased $0.3 million or 54.8% from $0.5 million for
the corresponding period in 2001. The decrease was due to interest earned on a
note receivable within the Engineering Services Segement during 2001.
Interest Expense: Interest expense of the Company for the six months ended
June 30, 2002 of $4.7 million was $0.1 million or 2.4% lower than the interest
expense of $4.8 million for the corresponding period in 2001. This decrease was
due to decreased interest rates, partially offset with an increased debt level.
(Benefit) Provision for Income Taxes: Benefit for income taxes of the
Company for the six months ended June 30, 2002 of $0.7 million was $1.9 million
lower than the provision for income taxes of $1.2 million for the six months
ended June 30, 2001 due to the loss before taxes for the six month period ended
June 30, 2002.
Net (Loss) Income: The net loss for the Company for the six months ended
June 30, 2002 of $1.1 million compared to net income of $1.6 million for the six
months ended June 30, 2001 for the reasons discussed above. Net loss as a
percentage of net sales was 1.4% for the six months ended June 30, 2002 compared
to net income as a percentage of sales of 1.7% for the corresponding six month
period in 2001.
Liquidity and Capital Resources
Net cash used by operating activities for the six months ended June 30,
2002 of $5.5 million was used to decrease accounts payable and accrued expenses
and to increase prepaid expenses and other assets. These uses were partially
offset with cash generated by the net loss adjusted by non-cash charges and
decreased accounts receivable and inventory. Included in non-cash charges for
the six months ended June 30, 2002 was depreciation of $1.7 million and other
non-cash charges of $0.5 million, partially offset with pension overfunding
income of $0.6 million. Cash flows from operations for any specific period are
often materially affected by the timing and amounts of cash receipts and cash
disbursements related to engineering services projects.
Cash used in investing activities for the six months ended June 30, 2002 of
$2.5 million of which $1.9 million was used for the construction of a plating
facility and $0.6 million was used for the Company's regular practice of
upgrading and maintaining its equipment base and facilities.
11
Cash provided by financing activities for the six months ended June 30,
2002 of $8.0 million consisted of the issuance of $8.8 million of long-term debt
drawn on the Company's revolver loan and borrowings of $0.9 million on the
construction loan for the plating facility, partially offset by repayment of
long-term debt of $1.7 million.
The Company's liquidity requirements, both long term (over one year) and
short term, are for working capital, capital expenditures and debt service. The
primary source for meeting these needs has been funds provided by operations.
Although a net loss was reported for the six months ended June 30, 2002, the
company believes that funds provided from future operations and available
credit, should be adequate to meet its anticipated debt service requirements,
working capital needs and capital expenditures.
Backlog
The Company's backlog consists primarily of that portion of engineering
services contracts that have been awarded but not performed and also includes
open manufacturing orders. Backlog at June 30, 2002 was $44.9 million.
Approximately $9.4 million relates to the Manufactured Products Segment, with
the remainder of $35.5 million relating to the Engineering Services Segment. A
substantial majority of current backlog is expected to be realized in the next
twelve months.
Safe Harbor
Statements herein regarding the Company's ability to meet its liquidity
requirements, and the Company's expected realization of current backlog
constitute forward-looking statements within the meaning of the Securities Act
of 1933 and the Securities Act of 1934. Such statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those projected. Further, statements herein regarding the Company's
performance in future periods are subject to risks relating to, deterioration of
relationships with, or the loss of material customers or suppliers, possible
product liability claims, decreases in demand for the Company's products, and
adverse changes in general market and industry conditions. Management believes
these forward-looking statements are reasonable; however, undue reliance should
not be placed on such forward-looking statements, which are based on current
expectations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company continues to use its reputation in the United States to expand
into international markets. In the six months ended June 30, 2002 approximately
14% of the Company's net sales were attributable to services provided or
products sold for use outside the United States, primarily to Puerto Rico,
Australia and Venezuela. A portion of these net sales and cost of sales is
derived from international operations which are conducted in foreign currencies.
Changes in the value of these foreign currencies relative to the U.S. dollar
could adversely affect the Company's business, financial condition, results of
operation and debt service capability. The majority of the Company's foreign
sales and costs are denominated in U.S. dollars. With respect to transactions
denominated in foreign currencies, the Company attempts to mitigate foreign
exchange risk by contractually shifting the burden of the risk of currency
fluctuations to the other party to the transactions. It has been the Company's
historic practice to conduct international sales in accordance with the
foregoing. There can be no assurance that the Company's strategies will ensure
that the Company will be fully protected from foreign exchange risk. Foreign
sales, particularly construction management projects undertaken at foreign
locations, are subject to various risks, including exposure to currency
fluctuations, political, religious and economic instability, local labor market
conditions, the imposition of foreign tariffs and other
12
trade barriers, and changes in governmental policies. There can be no assurance
that the Company's foreign operations, or expansion thereof, would not have a
material adverse effect on the Company's business, financial condition, results
of operations and debt service capability.
PART II
ITEM 1. LEGAL PROCEEDINGS
The Company and its subsidiaries are involved in legal proceedings from
time to time in the ordinary course of its business. As of the date of this
filing, neither the Company nor any of its subsidiaries are a party to any
lawsuit or proceeding which, individually or in the aggregate, in the opinion of
management, is reasonably likely to have a material adverse effect on the
financial condition, results of operation or cash flow of the Company.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
none
(b) Reports on Form 8-K
none
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ELGIN NATIONAL INDUSTRIES, INC.
By /S/ WAYNE J. CONNER
------------------------------------
Name: Wayne J. Conner
Title: Vice President, Treasurer,
and Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
Dated: August 14, 2002
14
EXHIBIT INDEX
Exhibit Footnote
Number Document Description Reference
- -------- -------------------- ---------
3.1 Certificate of Incorporation of Elgin National Industries, Inc. (2)
3.2 Bylaws of Elgin National Industries, Inc. (2)
4.1 Indenture dated November 5, 1997, between Elgin National Industries, Inc., subsidiaries and
Norwest Bank Minnesota, as Trustee. (1)
4.2 Form of 11% Senior Note due 2007 (included in Exhibit 4.1). (1)
4.3 Registration Rights Agreement dated November 5, 1997, by and among Elgin National
Industries, Inc., certain of its subsidiaries, and BancAmerica Robertson Stephens and CIBC
Wood Gundy Securities Corp. (2)
4.4 Form of Subsidiary Guaranty (included in Exhibit 4.1). (1)
10.1 Credit Agreement dated as of September 24, 1993, as Amended and Restated as of November 5,
1997, by and among Elgin National Industries, Inc., various financial institutions, and
Bank of America National Trust and Savings Association, individually and as agent. (1)
10.2 Employment and Non-Competition Agreement dated as of November 5, 1997, between
Elgin National Industries, Inc. and Fred C. Schulte.* (1)
10.3 Employment and Non-Competition Agreement dated as of November 5, 1997, between
Elgin National Industries, Inc. and Charles D. Hall.* (1)
10.4 Employment and Non-Competition Agreement dated as of November 5, 1997, between
Elgin National Industries, Inc. and Wayne J. Conner.* (1)
10.5 The Elgin National Industries, Inc. Supplemental Retirement Plan dated as of 1995, and
effective January 1, 1995.* (2)
10.6 Credit Agreement dated as of September 24, 1993, as Amended and Restated as of January 18,
2001, by and among Elgin National Industries, Inc., various financial institutions, and
PNC Bank, National Association, individually and as agent. (3)
10.7 First Amendment to Credit Agreement dated as of September 24, 1993, as Amended and Restated
as of January 18, 2001, and further amended as of March 1, 2001 by and among Elgin National
Industries, Inc., various financial institutions, and PNC Bank, National Association,
individually and as agent. (3)
10.8 Second Amendment to Credit Agreement dated as of September 24, 1993, as Amended and Restated
as of January 18, 2001, and further amended as of June 28, 2001 by and among Elgin National
Industries, Inc., various financial institutions, and PNC Bank, National Association,
individually and as agent. (3)
15
10.9 Third Amendment to Credit Agreement dated as of September 24, 1993, as Amended and Restated
as of January 18, 2001, and further amended as of March 31, 2002 by and among Elgin National
Industries, Inc., various financial institutions, and PNC Bank, National Association,
individually and as agent. (4)
EXHIBIT INDEX (Continued)
Exhibit Footnote
Number Document Description Reference
- ------- -------------------- ---------
(1) Incorporated by reference to Form S-4 Registration Statement of the Company
(File No. 333-43523) filed with the Commission on December 30, 1997.
(2) Incorporated by reference to Amendment No. 1 to Form S-4 Registration
Statement of the Company (File No. 333-43523) filed with the Commission on
January 23, 1998.
(3) Incorporated by reference to Form 10-Q of the Company (File No. 001-03771)
filed with the Commission on August 10, 2001.
(4) Incorporated by reference to Form 10-Q of the Company (File No. 001-05771)
filed with the Commission on May 15, 2002.
* Management contract or compensatory plan or arrangement.
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