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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 (No Fee Required) For the transition period from
___________ to ___________
Commission file number: 1-4252
------
UNITED INDUSTRIAL CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 95-2081809
- ------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
570 Lexington Avenue
New York, New York 10022
(212) 752-8787
- --------------------------------------------------------------------------------
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
- ----------------------------------------- --------------------------------
Common Stock, $1.00 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
- --------------------------------------------------------------------------------
(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. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in a definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K |_|.
[Cover page 1 of 2 pages]
Aggregate market value of the voting stock (which consists solely of shares of
Common Stock) held by non-affiliates of the registrant as of March 9, 2001,
computed by reference to the closing sale price of the registrant's Common Stock
on the New York Stock Exchange on such date: $162,272,289.
On March 9, 2001, the registrant had outstanding 12,444,638 shares of Common
Stock, par value $1.00 per share, which is the registrant's only class of common
stock.
DOCUMENTS INCORPORATED BY REFERENCE:
1. Certain portions of the registrant's Annual Report to Shareholders for the
fiscal year ended December 31, 2000 are incorporated by reference into
Parts I and II of this report.
2. Certain portions of the registrant's definitive Proxy Statement to be
filed pursuant to Regulation 14A of the Securities Exchange Act of 1934,
as amended, in connection with the Annual Meeting of Shareholders of the
registrant to be held on May 8, 2001 are incorporated by reference into
Part III of this report.
[Cover page 2 of 2 pages]
PART I
Forward Looking Information
This Annual Report contains "forward looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Such forward looking
statements are based on management's expectations, estimates, projections and
assumptions. Words such as "expects," "anticipates," "intends," "plans,"
"believes," "estimates," and variations of such words and similar expressions
are intended to identify such forward looking statements which include, but are
not limited to, projections of revenues, earnings, segment performance, cash
flows and contract awards. These forward looking statements are subject to risks
and uncertainties which could cause the Company's actual results or performance
to differ materially from those expressed or implied in such statements. These
risks and uncertainties include, but are not limited to, the following: the
Company's successful execution of internal performance plans; performance issues
with key suppliers, subcontractors and business partners; the ability to
negotiate financing arrangements with lenders; legal proceedings; product demand
and market acceptance risks; the effect of economic conditions; the impact of
competitive products and pricing; product development, commercialization and
technological difficulties; capacity and supply constraints or difficulties;
legislative or regulatory actions impacting the Company's energy segment and
transportation business; changing priorities or reductions in the U.S.
government defense budget; contract continuation and future contract awards; and
U.S. and international military budget constraints and determinations.
ITEM 1. BUSINESS
At December 31, 2000, the operations of United Industrial Corporation ("United")
consist of three principal business segments: defense, transportation and energy
systems, principally conducted through two wholly-owned subsidiaries.
Defense
AAI Corporation
AAI Corporation ("AAI") is engaged in engineering, development and manufacturing
in the following major areas: (1) unmanned aerial vehicle systems; (2) automatic
test equipment for electronic systems and components; (3) training and
simulation systems; (4) ordnance systems; and (5) mechanical support systems for
industrial, military, and marine applications. AAI also provides engineering and
maintenance services. Since its inception, AAI's business has been primarily in
support of the U.S. Department of Defense ("DOD"). Since 1990, the Company has
emphasized diversification into other markets to reduce its dependence on the
DOD. In 2000 approximately 73% of the sales volume of AAI consisted of research,
development and production of military items under domestic defense contracts
compared to 79% in 1999. Certain of the contracts currently being worked on by
AAI involve unmanned aerial vehicles for the U.S. Army, testing systems for U.S.
military aircraft and training equipment for the U.S. Air Force and U.S. Navy.
International defense contracts including foreign military sales through the
U.S. government, accounted for 20.0% of Company sales in 2000 as compared to
15.8% in 1999.
2
These contracts generally related to unmanned aerial vehicle systems and weapon
training systems for foreign governments. The balance of AAI's
non-transportation business consists of work performed in the non-defense
markets, principally fluid test equipment.
Because of the variety of its activities, it is not possible to state precisely
the competitive position of AAI with respect to each of its product lines. In
the area of training and simulation systems, AAI is one of approximately ten
leading organizations developing equipment for the U.S. Government. AAI's
ability to obtain orders for training and simulation systems is dependent
principally on the ability, expertise and training of its employees and the
level of funding by the DOD and foreign military users. A number of large and
small companies produce automatic test equipment that compete with AAI for
market share. In the area of weapons and munitions, AAI ranks among
approximately ten leading companies engaged in development work. However, AAI's
production activity in this field is less significant. AAI began development in
the Unmanned Aerial Vehicle ("UAV") business in 1986. In 1999 the Company was
awarded a contract to provide the next generation of tactical UAV's to the U.S.
Army. The Company also produces the highly successful Pioneer Unmanned Aerial
Vehicle employed by the United States during Operation Desert Storm and in the
conflicts in Somalia and Bosnia. In addition, AAI has other UAV systems and
products which it markets internationally. AAI is one of several large and small
competitors in this field.
AAI's administrative offices and its principal manufacturing and engineering
facilities are located in Hunt Valley, Maryland.
Symtron Systems, Inc.
On September 29, 2000, the Company sold all of the capital stock of Symtron
Systems, Inc.
Energy Systems
Detroit Stoker Company
Detroit Stoker Company ("Detroit Stoker") is a leading supplier of stokers and
related combustion equipment for the production of steam used in heating,
industrial processing and electric power generation around the world. Detroit
Stoker offers a full line of stokers for burning bituminous and lignite coals as
well as biomass, municipal solid waste and industrial by-products. Detroit
Stoker also provides auxiliary equipment and services including fuel feed and
ash removal systems, gas/oil burners and complete aftermarket services for its
products. Principal markets include Pulp and Paper, Public Utilities,
Independent Power Producers, Industrial manufacturing, Institutional and
Cogeneration facilities. The products of Detroit Stoker compete with those of
several other manufacturers. Competition is based on several factors including
price, features and performance.
Detroit Stoker's waste to energy technology is used extensively in both public
and private plants that generate steam and power from municipal waste. Its solid
fuel combustion technologies are particularly well suited for biomass fuels that
generate power from waste products such as bark, sugar cane husks, sawdust,
sunflower hulls, and poultry litter. The combustion of biomass fuels
3
is gaining worldwide popularity, as it does not contribute to global warming.
Detroit Stoker exports its products to Europe, Asia, South America and
Australia, and is a market leader in North America. Detroit Stoker's
globalization strategy is to further expand both its customer and supplier base
in each of these regions.
Detroit Stoker's administrative offices and its principal manufacturing
operations are located in Monroe, Michigan. Detroit Stoker also operates a
foundry through a subsidiary (Midwest Metallurgical Laboratory, Inc.) in
Marshall, Michigan. The foundry is engaged in the manufacture of grey and
ductile iron, stainless steel and special alloy iron castings that are
principally used in Detroit Stoker's products.
Transportation
AAI Transportation Systems, a division of AAI, is engaged in the manufacturing
and integration of transit systems primarily for municipal customers within the
United States. Its products and services are focused in overhaul, fabrication,
assembly and systems integration.
Electric Transit, Inc. (ETI), a corporation owned 35% by AAI and 65% by Skoda, a
Czech Republic firm, has become one of the domestic market leaders in
manufacturing electric trolley buses. It has won contracts in both Dayton, Ohio
for the Miami Valley Regional Transit Authority and the city and county of San
Francisco. ETI is an unconsolidated affiliate of AAI and accordingly, AAI
records its equity share of income or loss in ETI. Under these contracts which
are valued at $32 million and $187 million, respectively, AAI has received
subcontracts of $9.4 million and $63.6 million, respectively.
In addition to its electric trolley bus business, AAI performs overhaul and
remanufacturing work for a variety of transit customers and produces an
assortment of transit equipment including fabricated trucks for both heavy and
light railcars.
The products and services of Transportation Systems compete with those of
several other larger as well as smaller manufacturers. The main office and
operating facilities are located in Hunt Valley, Maryland.
For additional information concerning United's subsidiaries reference is made to
information set forth in the Letter to Shareholders contained in United's 2000
Annual Report to Shareholders (the "Annual Report"), which letter is
incorporated herein by reference. Reference is also made to the information set
forth in the section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Annual Report, which section is
incorporated herein by reference.
General
Employees
As of March 1, 2001 United and its subsidiaries had approximately 1,700
employees. Approximately 107 of these employees are represented by two unions
under contracts expiring
4
between July 2003 and January 2004. United considers its employee relationships
to be satisfactory.
Patents
United and its subsidiaries own more than 100 United States patents relating to
various products, including electronic, ordnance and marine equipment and
stokers. In addition, United has pending applications for patents. There is no
assurance as to how many patents will be issued pursuant to these pending
applications. The applications relate to a wide variety of fields, including
ordnance devices, ground support equipment and electronic developments. No
patent is considered to be of material importance to United.
Research and Development
During 2000, 1999 and 1998, the subsidiaries of United (exclusive of AAI)
expended approximately $166,000, $117,000 and $201,000, respectively, on the
development of new products and the improvement of existing products. All of the
programs and the funds to support such programs are sponsored by the subsidiary
involved. In addition to the above amount, AAI is engaged in research and
development primarily for the U.S. Government.
Backlog
The backlog of orders by industry segment at December 31, 2000 and 1999 was as
follows:
2000 1999
---- ----
Defense $190,161,000 $153,048,000
Energy Systems 4,633,000 4,750,000
Transportation 219,176,000 135,018,000
Except for approximately $155,000,000, substantially all of the backlog orders
at December 31, 2000 are expected to be filled in 2001.
Government Contracts
No single customer other than the U.S. Government, principally the Department of
Defense, accounted for 10% or more of net sales during the year. Sales to the
U.S. Government normally carry a lesser margin of profit than commercial sales
and may be subject to price redetermination under certain circumstances.
Contracts for such sales can be terminated for the convenience of the U.S.
Government.
Financial Information Relating to Industry Segments
For financial information with respect to industry segments of United, reference
is made to the information set forth in Note 12 of the Notes to Financial
Statements included in Item 8 of this Report, which Note is incorporated herein
by reference.
5
Foreign Operations and Export Sales
United and its subsidiaries have no significant foreign operations. During 2000,
1999 and 1998 export sales by United and its subsidiaries amounted to
approximately $57,110.00, $42,120,000 and $40,994,000, respectively.
ITEM 2. PROPERTIES
United maintains executive and administrative offices at leased premises at 570
Lexington Avenue, New York, N.Y., which lease expires in August 2008. The
following is a tabulation of the principal properties owned or leased by
United's subsidiaries as at March 23, 2001.
Approximate
Area Owned
Location Principal Use in Square Feet or Leased
- -------- ------------- -------------- ---------
1510 East First Street Machine shop, steel fabrication, 194,910 floor space Owned in fee
Monroe, MI engineering and sales facilities of on 14.4 acres of land
Detroit Stoker (East Building)
1426 East First Street Assembly, shipping and administrative 101,000 floor space Owned in fee
Monroe, MI facilities of Detroit Stoker on 2.2 acres of land
(West Building)
15290 Fifteen Mile Road Foundry, 59,386 floor space Owned in fee
Marshall, MI Midwest Metallurgical on 28.4 acres of land
2735 W Fifth Assembly and Administrative Facility 59,000 Leased to
North Street of AAI November 30, 2002
Summerville, SC
21945 Three Noch Road Office Space of AAI 1,100 Leased to November
Lexington Park, MD 30, 2001
Industry Lane Manufacturing, engineering and 429,750 floor space Owned in fee
Hunt Valley, MD administrative facilities of AAI on 64 acres of land
Clubhouse Road Manufacturing, engineering and Leased to:
Hunt Valley, MD administrative facilities of AAI 317,831 October 31, 2003
22,410 November 30, 2003
3200 Enterprise Street Manufacturing, engineering and 131,544 Leased to April
Brea, CA administrative facilities 2009
of ACL Technologies
1213 Jefferson Davis Highway Office Space 2,200 Leased to February
Arlington, VA 22202 28, 2006
6
For information with respect to obligations for lease rentals, see Note 9 to the
Financial Statements in the Annual Report, which Note is incorporated herein by
reference. United considers its properties to be suitable and adequate for its
present needs. The properties are being substantially utilized.
ITEM 3. LEGAL PROCEEDINGS
Detroit Stoker was notified in March 1992 by the Michigan Department of Natural
Resources ("MDNR") that it is a potentially responsible party in connection with
the clean-up of a former industrial landfill located in Port of Monroe,
Michigan. MDNR is treating the Port of Monroe landfill site as a contaminated
facility within the meaning of the Michigan Environmental Response Act ("MERA").
Under MERA, if a release or a potential release of a discarded hazardous
substance is or may be injurious to the environment or to the public health,
safety, or welfare, MDNR is empowered to undertake or compel investigation and
response activities in order to alleviate any contamination threat. Detroit
Stoker intends to aggressively defend these claims. At this time, no estimate
can be made as to the amount or range of potential loss, if any, to Detroit
Stoker with respect to this action.
The Company is involved in various other lawsuits and claims, including certain
other environmental matters, arising out of the normal course of its business.
In the opinion of management, the ultimate amount of liability, if any, under
pending litigation, including claims described above, will not have a materially
adverse effect on the Company's financial position, results of operations or
cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
Annual elections are held in May to elect officers for the ensuing year. Interim
elections are held as required. Except as otherwise indicated, each executive
officer has held his current position for the past five years.
7
Age at
Name Position, Office December 31, 2000
---- ---------------- -----------------
Richard R. Erkeneff* -- President of the Company (since October 1995) and AAI 65
(since November 1993).
Robert Worthing -- Vice President and General Counsel of the Company (since 55
July 1995); General Counsel of AAI (since April 1992).
Susan Fein Zawel* -- Vice President, Corporate Communications and Associate 46
General Counsel (since June 1995), Secretary (since May
1994) and Counsel (1992 to 1995) of the Company.
James H. Perry -- Vice President (since May 1998), Chief Financial Officer 39
(since October 1995) and Treasurer (since December 1994)
of the Company; Vice President, Chief Financial Officer
and Treasurer of AAI (since July 2000).
- --------------------
* Member of the Company's Board of Directors
8
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY
HOLDER MATTERS
Reference is made to the information set forth in Note 15 to the Financial
Statements included in Item 8 of this Report concerning dividends, stock prices,
stock listing and number of record holders, which information is incorporated
herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Reference is made to the information set forth in the section entitled
"Five-Year Financial Data" in the Annual Report, which section is incorporated
herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Reference is made to the information set forth in the section entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Annual Report, which section is incorporated herein by
reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Reference is made to the information regarding Quantitative and Qualitative
Disclosures About Market Risk contained in the section entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Annual Report, which section is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The report of independent auditors and consolidated financial statements
included in the Annual Report are incorporated herein by reference.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
9
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Reference is made to the information to be set forth in the section entitled
"Election of Directors" in the definitive proxy statement involving the election
of directors in connection with the Annual Meeting of Shareholders of United to
be held on May 8, 2001 (the "Proxy Statement"), which section (other than the
Compensation Committee Report, Audit Committee Report and Performance Graph) is
incorporated herein by reference. The Proxy Statement will be filed with the
Securities and Exchange Commission not later than 120 days after December 31,
2000, pursuant to Regulation 14A of the Securities Exchange Act of 1934, as
amended.
The information required with respect to executive officers is set forth in Part
I of this report under the heading "Executive Officers of the Registrant,"
pursuant to Instruction 3 to paragraph (b) of Item 401 of Regulation S-K.
ITEM 11. EXECUTIVE COMPENSATION
Reference is made to the information to be set forth in the section entitled
"Election of Directors" in the Proxy Statement, which section (other than the
Compensation Committee Report, Audit Committee Report and Performance Graph) is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Reference is made to the information to be set forth in the section entitled
"Voting Rights" and "Security Ownership of Management" in the Proxy Statement,
which sections are incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Reference is made to the information to be set forth in the section entitled
"Election of Directors" in the Proxy Statement, which section (other than the
Compensation Committee Report, Audit Committee Report and Performance Graph) is
incorporated herein by reference.
10
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) and (2) - The response to this portion of Item 14 is submitted
as a separate section of this report entitled "List of
Financial Statements and Financial Statement Schedules".
(3) Exhibits:
(3)(a)- Restated Certificate of Incorporation of United (1).
(3)(b)- Amended and Restated By-Laws of United (2).
(10)(a)- United Industrial Corporation 1994 Stock Option Plan, as amended
(3).
(10)(b) United Industrial Corporation 1996 Stock Option Plan for Nonemployee
Directors (4).
(10)(c)- Revolving Line of Credit Loan Agreement, Term Loan Agreement and
Security Agreement dated as of June 11, 1997 (amending and restating
Credit Agreement dated as of October 13, 1994) (the "Loan
Agreement") by and among First Union Commercial Corporation and the
Company, AAI Corporation, AAI Engineering Support, Inc., AAI/ACL
Technologies, Inc., Detroit Stoker Company, Midwest Metallurgical
Laboratory, Inc., and AAI MICROFLITE Simulation International
Corporation (5).
(10)(c)(1)- First Amendment to Loan Agreement.
(10)(c)(2)- Second Amendment to Loan Agreement.
(10)(c)(3)- Third Amendment to Loan Agreement (8).
(10)(c)(4)- Fourth Amendment to Loan Agreement (9).
(10)(c)(5)- Fifth Amendment to Loan Agreement.
(10)(c)(6)- Sixth Amendment to Loan Agreement.
(10)(d)- Revolving Note dated as of June 11, 1997 made payable to the order
of First Union Commercial Corporation (the "Revolving Note").
(10)(d)(1)- First Amendment to Revolving Note (8).
(10)(d)(2)- Second Amendment to Revolving Note.
(10)(d)(3)- Third Amendment to Revolving Note.
(10)(e)- Pledge and Security Agreement dated as of October 13, 1994 by AAI in
favor of the Agent (6).
(10)(f)- Pledge and Security Agreement dated as of October 13, 1994 by the
Company in favor of the Agent (6).
(10)(g)- Security Agreement dated as of October 13, 1994 between AAI and the
Agent (6).
11
(10)(h)- Security Agreement dated as of October 13, 1994 between each
subsidiary of AAI, certain subsidiaries of the Company and the Agent
(6).
(10)(i)- Guaranty dated as of October 13, 1994 by the Company and certain of
its subsidiaries and by each subsidiary of AAI in favor of the Agent
(6).
(10)(j)- Employment Agreement, dated December 8, 1998, between United and
Richard R. Erkeneff (1).
(10)(k)- Employment Agreement, dated March 3, 2000, between United and Susan
Fein Zawel (7).
(10)(l)- Employment Agreement, dated March 3, 2000, between United and Robert
Worthing (7).
(10)(m)- Employment Agreement, dated March 3, 2000, between United and James
H. Perry (7).
(13)- United's 2000 Annual Report to Shareholders.
(21)- Subsidiaries of United.
(23)- Consent of Independent Auditors.
(1) Incorporated by reference to United's Annual Report on Form 10-K for
the year ended December 31, 1998.
(2) Incorporated by reference to United's Annual Report on Form 10-K for
the year ended December 31, 1995.
(3) Incorporated by reference to United's Registration Statement on Form
S-8, filed with the Securities and Exchange Commission on January
10, 1997.
(4) Incorporated by reference to United's Registration Statement on Form
S-8 filed with the Securities and Exchange Commission on June 26,
1997.
(5) Incorporated by reference to United's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1997.
(6) Incorporated by reference to United's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1994.
(7) Incorporated by reference to United's Annual Report on Form 10-K for
the year ended December 31, 1999.
(8) Incorporated by reference to United's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2000.
(9) Incorporated by reference to United's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2000.
(b) Reports on Form 8-K - United filed one Current Report on Form 8-K during
the quarter ended December 31, 2000, relating to the sale of Symtron
Systems, Inc., dated September 29, 2000.
12
Annual Report on Form 10-K
Item 14(a) (1) and (2), (c) and (d)
List of Financial Statements and Financial Statement Schedules
Certain Exhibits
Financial Statement Schedules
Year ended December 31, 2000
United Industrial Corporation
New York, New York
F-1
Form 10-K--Item 14(a) (1) and (2)
UNITED INDUSTRIAL CORPORATION AND SUBSIDIARIES
List of Financial Statements and Financial Statement Schedules
The following consolidated financial statements of United Industrial Corporation
and subsidiaries, included in the annual report of the registrant to its
shareholders for the year ended December 31, 2000, are incorporated by reference
in Item 8:
Consolidated Balance Sheets--December 31, 2000 and 1999
Consolidated Statements of Operations--
Years Ended December 31, 2000, 1999 and 1998
Consolidated Statements of Cash Flows
Years Ended December 31, 2000, 1999 and 1998
Notes to Financial Statements
The following consolidated financial statement schedule of United Industrial
Corporation and subsidiaries is included in Item 14(d):
Schedule II Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and, therefore, have been omitted.
F-2
REPORT OF INDEPENDENT AUDITORS
We have audited the consolidated financial statements of United Industrial
Corporation and subsidiaries as of December 31, 2000 and 1999, and for each of
the three years in the period ended December 31, 2000, and have issued our
report thereon dated February 28, 2001. Our audits also included the financial
statement schedule listed in Item 14(d) of this Annual Report (Form 10-K). This
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion based on our audits.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
/s/ ERNST & YOUNG LLP
New York, New York
February 28, 2001
F-3
Schedule II -- Valuation and Qualifying Accounts
United Industrial Corporation and Subsidiaries
December 31, 2000
Col. A Col. B Col. C Col. D Col. E
(1) (2)
Balance at Charged to Charged to Balance at
Beginning Costs and Other Accounts Deductions End of
Description of Period Expenses (Describe) (Describe) Period
----------- --------- -------- ---------- ---------- ------
Year ended December 31, 2000:
Deducted from asset account:
Allowance for doubtful accounts $ 235,000 $ 235,000
========== ==========
Product warranty liability $5,600,000 $1,300,000(B) $1,746,000(C) $5,154,000
========== ========== ========== ==========
Year ended December 31, 1999:
Deducted from asset accounts:
Allowance for doubtful accounts $ 235,000 $ 235,000
========== ==========
Product warranty liability $ 640,000 $5,000,000(B) $ 40,000(C) $5,600,000
========== ========== ========== ==========
Year ended December 31, 1998:
Deducted from asset account:
Allowance for doubtful accounts $ 240,000 $ 5,000(A) $ 235,000
========== ========== ==========
Product warranty liability $1,072,000 $ 432,000(C) $ 640,000
========== ========== ==========
(A) Write-off of uncollectible amounts.
(B) In February 2000, the Company was informed of a warranty issue by one of its
customers. Based upon this information, the Company recorded a $5 million
provision for the estimate of the future warranty costs to be incurred. This
amount was recorded in the fourth quarter of 1999. In 2000 this provision was
increased by $1.3 million.
(C) Product warranty expenditures.
F-4
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.
UNITED INDUSTRIAL CORPORATION
(Registrant)
By: /s/ Richard R. Erkeneff
---------------------------------------
Richard R. Erkeneff, President
Date: March 22, 2001
-----------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.
Name Date
---- ----
/s/ Harold S. Gelb March 22, 2001
- --------------------------------------------
Harold S. Gelb,
Chairman of the Board and Director
/s/ Joseph S. Schneider March 22, 2001
- --------------------------------------------
Joseph S. Schneider, Director
/s/ Richard R. Erkeneff March 22, 2001
- --------------------------------------------
Richard R. Erkeneff, President and
Chief Executive Officer and Director
/s/ Edward C. Aldridge, Jr. March 22, 2001
- --------------------------------------------
Edward C. Aldridge, Jr., Director
/s/ E. Donald Shapiro March 22, 2001
- --------------------------------------------
E. Donald Shapiro, Director
/s/ Susan Fein Zawel March 22, 2001
- --------------------------------------------
Susan Fein Zawel,
Vice President and Director
/s/ James H. Perry March 22, 2001
- --------------------------------------------
James H. Perry,
Vice President, Treasurer and
Chief Financial Officer (Principal
Financial and Accounting Officer)
EXHIBIT INDEX
Exhibit No.
(3)(a)- Restated Certificate of Incorporation of United (1).
(3)(b)- Amended and Restated By-Laws of United (2).
(10)(a)- United Industrial Corporation 1994 Stock Option Plan, as amended
(3).
(10)(b) United Industrial Corporation 1996 Stock Option Plan for Nonemployee
Directors (4).
(10)(c)- Revolving Line of Credit Loan Agreement, Term Loan Agreement and
Security Agreement dated as of June 11, 1997 (amending and restating
Credit Agreement dated as of October 13, 1994) (the "Loan
Agreement") by and among First Union Commercial Corporation and the
Company, AAI Corporation, AAI Engineering Support, Inc., AAI/ACL
Technologies, Inc., Detroit Stoker Company, Midwest Metallurgical
Laboratory, Inc., and AAI MICROFLITE Simulation International
Corporation (5).
(10)(c)(1)- First Amendment to Loan Agreement.
(10)(c)(2)- Second Amendment to Loan Agreement.
(10)(c)(3)- Third Amendment to Loan Agreement (8).
(10)(c)(4)- Fourth Amendment to Loan Agreement (9).
(10)(c)(5)- Fifth Amendment to Loan Agreement.
(10)(c)(6)- Sixth Amendment to Loan Agreement.
(10)(d)- Revolving Note dated as of June 11, 1997 made payable to the order
of First Union Commercial Corporation (the "Revolving Note").
(10)(d)(1)- First Amendment to Revolving Note (8).
(10)(d)(2)- Second Amendment to Revolving Note.
(10)(d)(3)- Third Amendment to Revolving Note.
(10)(e)- Pledge and Security Agreement dated as of October 13, 1994 by AAI in
favor of the Agent (6).
(10)(f)- Pledge and Security Agreement dated as of October 13, 1994 by the
Company in favor of the Agent (6).
(10)(g)- Security Agreement dated as of October 13, 1994 between AAI and the
Agent (6).
(10)(h)- Security Agreement dated as of October 13, 1994 between each
subsidiary of AAI, certain subsidiaries of the Company and the Agent
(6).
(10)(i)- Guaranty dated as of October 13, 1994 by the Company and certain of
its subsidiaries and by each subsidiary of AAI in favor of the Agent
(6).
(10)(j)- Employment Agreement, dated December 8, 1998, between United and
Richard R. Erkeneff (1).
(10)(k)- Employment Agreement, dated March 3, 2000, between United and Susan
Fein Zawel (7).
(10)(l)- Employment Agreement, dated March 3, 2000, between United and Robert
Worthing (7).
(10)(m)- Employment Agreement, dated March 3, 2000, between United and James
H. Perry (7).
(13)- United's 2000 Annual Report to Shareholders.
(21)- Subsidiaries of United.
(23)- Consent of Independent Auditors.
(1) Incorporated by reference to United's Annual Report on Form 10-K for
the year ended December 31, 1998.
(2) Incorporated by reference to United's Annual Report on Form 10-K for
the year ended December 31, 1995.
(3) Incorporated by reference to United's Registration Statement on Form
S-8, filed with the Securities and Exchange Commission on January
10, 1997.
(4) Incorporated by reference to United's Registration Statement on Form
S-8 filed with the Securities and Exchange Commission on June 26,
1997.
(5) Incorporated by reference to United's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1997.
(6) Incorporated by reference to United's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1994.
(7) Incorporated by reference to United's Annual Report on Form 10-K for
the year ended December 31, 1999.
(8) Incorporated by reference to United's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2000.
(9) Incorporated by reference to United's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2000.