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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1999
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 1-10219
VULCAN INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 31-0810265
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
300 Delaware Avenue, Suite 1704, Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (302) 427-5804
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common stock-no par value American Stock Exchange
Securities registered pursuant to 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 (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of the 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. [ X ]
As of January 31, 2000, 1,109,005 common shares were outstanding, and the
aggregate market value of the common shares (based upon the closing price of
these shares on the American Stock Exchange) of Vulcan International
Corporation held by nonaffiliates was approximately $35,072,283.
DOCUMENTS INCORPORATED BY REFERENCE
Documents Incorporated by Reference Applicable Part of Form 10-K
- ----------------------------------- ----------------------------
Annual Report to Shareholders for the
Year Ended December 31, 1999 Part I and II
Proxy Statement Dated March 23, 2000 Furnished
to Shareholders in Connection with Registrant's
Annual Meeting of Shareholders Part I and III
Articles of Incorporation and By-laws
filed on Form 8, file number 1-10219,
filed during 1992 Part IV
PART I
Item 1. Business.
(a) General Development of Business-
Vulcan International Corporation (Vulcan) is a Delaware holding company which
is the owner of 100% of the common stock of Vulcan Corporation, a manufacturer
of the products described below.
(b) Financial Information About Industry Segments-
The sales, operating profit and identifiable assets attributable to each of
the Registrant's industry segments for the three years ended December 31,
1999, are set forth in Note 13 of the Notes to Consolidated Financial
Statements included under Part IV, Item 14(a)1 of this Form 10-K.
(c) Narrative Description of Business-
RUBBER AND PLASTICS:
RUBBER AND FOAM PRODUCTS-
Vulcan manufactures rubber and foam products in a 272,000 sq. ft. building
located in Clarksville, Tennessee. Approximately 50% of sales of those
products in 1999 were for use by shoe manufacturers in the United States.
The Company is concentrating on the manufacture of rubber sheet stock and
custom-mix materials for those manufacturers. The majority of the non-
footwear sales of products manufactured in Clarksville were for use as
sports flooring and automobile mats. The Rubber Division also manufactures
high-density foam products for sale to manufacturers for diverse uses. It
anticipates that in the Year 2000, the facility will also be manufacturing
a 2-lb. density foam for marketing to other prospective users.
PLASTICS-
Vulcan sold its plastics manufacturing assets in August 1999. Vulcan had
produced plastic products and shoe lasts in Walnut Ridge, Arkansas. A shoe
last is the form over which non-rubber shoes are manufactured and which
determines the shoe style, fit and shape.
BOWLING PINS-
In 1990, the Company entered into an agreement with Brunswick Bowling and
Billiards Corporation by the terms of which Vulcan and Brunswick formed a
joint venture for the manufacture of bowling pins using Vulcan's Surlyn
coating process. The Joint Venture, which is equally owned by Brunswick and
Vulcan Bowling Pin Company, a wholly owned subsidiary of Vulcan, is located at
the site of the Company's former Antigo, Wisconsin, bowling pin manufacturing
facility. This manufacturing Joint Venture is named the Vulcan-Brunswick
Bowling Pin Company. The Company accounts for its investment in the Joint
Venture under the equity method of accounting.
-1-
PART I
(Continued)
Item 1. Business. (Continued)
Vulcan Bowling Pin Company sells and services its bowling pins through its own
sales force as well as manufacturers' representatives in the United States and
through distributors in foreign countries under the name of Vultex II and
Vultuf, as well as various private label names. In 1999, Vulcan Brunswick
Bowling Pin Co. entered into an agreement with Winsome Industrial Company,
Ltd. located in Taiwan, pursuant to which it purchases bowling pins
manufactured by Winsome in Taiwan bearing the name Vultuf. These pins are
sold solely outside of the United States.
Raw materials used in shoe products and bowling products consist of the
following: hard maple, which is commercially available from countless
sawmills; Surlyn is available from Dupont; high density polyethylene plastic
resin is available from Phillips, Quantum, Gulf, A. Schulman, Inc. and
numerous other producers; nylon is available from Allied; synthetic rubbers
are available from Ameripol Synpol, Goodyear, Polysar, Goldsmith & Eggleston,
Inc. and a number of other concerns; fillers for rubber products such as clay
are available from W.R. Grace & Co., J.M. Huber and others; and pigments are
available from Uniroyal Chemical, Akrochem Corp., Monsanto and others.
Vulcan's products are sold through its own sales force, manufacturers' agents
and distributors.
REAL ESTATE-
Vulcan has a majority interest in the upper seven floors of the ten-story
Cincinnati Club Building in downtown Cincinnati, Ohio. These floors contain
approximately 56,000 square feet of finished office space and approximately
32,000 square feet of unfinished and common area space. Vulcan occupies a
substantial portion of the tenth floor of the building and manages the seven
floors of office space. The first three floors consist of public rooms owned
by a company which uses the space for public functions and a catering service.
There is direct access into the building from an eight-story parking garage
immediately adjacent to the Cincinnati Club Building owned and operated by
the City of Cincinnati. Vulcan Corporation also owns undeveloped lands in
Michigan from which it sells timber.
Patents, trademarks, licenses, franchises and concessions are not material
factors in the business. Vulcan Bowling Pin Company owns an American Bowling
Congress permit to label its Surlyn plastic-coated bowling pins as "ABC
approved".
No major expenditures for pollution controls are anticipated in 2000.
Expenditures thereafter should not be in excess of 5% of normal capital
expenditures in any one year. This rate of expenditure should not have a
significant effect on either the earnings or the competitive position of the
Registrant or any of its subsidiaries. See Item 3 - Legal Proceedings.
-2-
PART I
(Continued)
Item 1. Business. (Continued)
At December 31, 1999, the Registrant employed 103 people, down from 131 at the
end of 1998. The reduction in the Registrant's work force was primarily the
result of the sale of the plastic operations in Walnut Ridge, Arkansas.
The Company has commitments for capital expenditures of approximately $100,000
at December 31, 1999.
(d) Financial Information About Foreign and Domestic Operations and Export
The Registrant's entire operations are within the United States. Export
sales of all products are handled by ACI International, Inc., a domestic
international sales corporation (DISC) which during 1999, had sales of
$386,000; net income of $12,000; and assets of $1,016,000.
Item 2. Properties.
The following schedule summarizes certain information regarding buildings
owned or leased by the Registrant:
Type of Square
Location Ownership Footage
Clarksville, Tennessee Owned 272,000 Administrative offices and
manufacturing of rubber
soling and other rubber
products.
Cincinnati, Ohio Owned 92,000 Corporate offices and
leasing of office space.
The age of the buildings ranges from approximately 37 to 76 years. The
structures are of steel, brick and concrete construction and are generally in
good condition. The plant is sprinklered. Excellent transportation
facilities are available for the factory and it is located on a rail siding.
-3-
PART I
(Continued)
Item 3. Legal Proceedings.
The Registrant has been advised that it is a potentially responsible party,
together with 18 other parties, with regard to the Resolve, Inc. Superfund
Site, located in North Dartmouth, Massachusetts, with potential joint and
several liability of $5.7 million. The Resolve site was a waste chemical
reclamation facility. The environmental problem at the site involves soil
contamination including, particularly, PCB contaminants. The Registrant is
contesting all liability. The Company's liability cannot be estimated at this
time. It is the understanding of Registrant that clean-up at the site will
involve treatment of contaminated soil and ground water. There may be other
potential clean-up liability at other sites of which the Registrant has no
specific knowledge.
The Registrant and its subsidiaries are involved in other litigation matters
and claims which are normal in the course of operations.
Management believes that the resolution of these matters will not have a
material impact on the Company's business or financial condition.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of the year
ended December 31, 1999, that require disclosure under this item.
-4-
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
The common stock of Vulcan International Corporation is listed and traded on
the American Stock Exchange. There were approximately 480 shareholders of
record as of December 31, 1999. The high and low sales price and the
dividends paid for each quarterly period within the two most recent years
were as follows:
1999 1998
QUARTER HIGH LOW DIVIDEND HIGH LOW DIVIDEND
------- ---- --- -------- ---- --- --------
First 39-3/8 32-5/8 $.20 39 36-1/4 $.20
Second 38-1/8 32-9/16 $.20 41-1/4 37-1/2 $.20
Third 37-1/4 27-3/4 $.20 41 32-7/8 $.20
Fourth 31-1/2 26-3/4 $.20 36-1/2 30 $.20
-5-
PART II
(Continued)
Item 6. Selected Financial Data.
The information required by this item is set forth below:
1999 1998 1997 1996 1995
------ ------ ------ ------ ------
Net revenue -
continuing
operations $10,919,626 10,582,060 11,373,204 14,301,258 15,325,939
Income (loss)
from continuing
operations before
taxes 1,996,784 1,664,416 1,971,419 2,227,789 (844,461)
Income taxes
(benefit) 416,853 279,537 352,970 474,499 (540,684)
Net income (loss)
from continuing
operations 1,579,931 1,384,879 1,618,449 1,753,290 (303,777)
Income (loss) from
disposed operations,
net of tax (63,056) 69,637 167,356 205,062 215,754
Gain on sale of
disposed operations,
net of tax 988,845 - - - -
Net income (loss) 2,505,720 1,454,516 1,785,805 1,958,352 (88,023)
Income (loss) per
common share:
Continuing
operations 1.41 1.17 1.30 1.46 (.24)
Discontinued
operations (.06) .06 .14 .17 .17
Gain on disposal
of discontinued
operations .88 - - - -
---- ---- ---- ---- ----
Net income 2.23 1.23 1.44 1.63 (.07)
==== ==== ==== ==== ===
Dividends per
common share .80 .80 .80 .80 .80
Property, plant
and equipment (net) 2,618,649 2,798,825 2,498,771 2,955,657 2,851,181
Depreciation 488,591 513,045 594,138 662,687 677,631
Current assets 53,283,499 53,506,019 38,900,356 28,500,783 23,624,962
Ratio current
assets to current
liabilities 2.90 to 1 2.99 to 1 3.38 to 1 3.62 to 1 2.80 to 1
Total assets 89,541,423 95,011,738 82,415,593 59,848,623 51,076,828
-6-
PART II
(Continued)
Item 6. Selected Financial Data. (Continued)
Long-term debt - - - - -
Redeemable
preferred stock
(solely at the
option of the
issuer) - - - 66,060 66,060
Accumulated other
comprehensive
income 47,852,421 52,506,224 43,211,515 27,983,826 21,977,823
Total share-
holders' equity 61,117,962 65,295,924 58,494,990 43,948,759 36,105,488
Book value per
common share 55.23 57.46 48.05 35.04 29.72
The selected financial data presented above has been reclassified to reflect
the Company's sale of it's Walnut Ridge Plastics division in August 1999.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The information required by this item is incorporated by reference to the 1999
Annual Report to Shareholders.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The Company's market risk primarily is represented by the risk of changes in
the value of marketable equity securities caused by fluctuations in equity
prices. Marketable securities, at December 31, 1999, are recorded at a fair
value of approximately $78,884,000, including net unrealized gains of
$72,504,000. Marketable securities have exposure to price risk. The
Company's available for sale marketable securities, at fair value, are
invested as follows; 58% in two financial institutions, 39% in eight
communications companies and 3% in other industries. The estimated
potential loss in fair value resulting from a hypothetical 10% decrease in
prices quoted by the stock exchange is $7,888,400.
-7-
PART II
(Continued)
Item 8. Financial Statements and Supplementary Data.
The consolidated financial statements required by this item are included under
Part IV, Item 14(a)1 of this Form 10-K.
Other information required by this item is set forth below:
1999
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
------- ------- ------- ------- -----
Total revenue(1) $2,541,003 2,543,723 3,313,022 2,521,878 10,919,626
Gross profit
(loss)(1) (1,295) (59,420) 193,619 (372,618) (239,714)
Income from
continuing
operations 65,361 309,435 326,686 878,449 1,579,931
Net income 45,444 367,242 1,214,369 878,665 2,505,720
Earnings per share:
Income from
continuing
operations 0.06 0.28 0.30 0.77 1.41
Net income 0.04 0.33 1.11 0.75 2.23
1998
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
------- ------- ------- ------- -----
Total revenue(1) $3,059,472 2,497,490 2,700,372 2,324,726 10,582,060
Gross profit
(loss)(1) 211,727 (129,304) 90,617 (252,709) (79,669)
Income from
continuing
operations 692,010 74,643 73,017 545,209 1,384,879
Net income 716,095 119,652 70,706 548,063 1,454,516
Earnings per share:
Income from
continuing
operations 0.57 0.06 0.06 0.48 1.17
Net income 0.59 0.10 0.06 0.48 1.23
-8-
PART II
(Continued)
Item 8. Financial Statements and Supplementary Data. (Continued)
(1) Represents income from continuing operations, adjusted to give retroactive
effect to the disposition of the Walnut Ridge plastics operations.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
-9-
PART III
Item 10. Directors and Executive Officers of the Registrant.
(a) Identification of Directors-
The information required by this item is incorporated herein by reference to
the Registrant's Proxy Statement dated March 23, 2000, in connection with its
Annual Meeting to be held May 3, 2000.
(b) Identification of Executive Officers-
NAME AGE POSITION AND TIME IN OFFICE
Benjamin Gettler 74 President since November 1988;
Chairman of The Board since
June 1990; Director since 1960.
Vernon E. Bachman 62 Vice President and Treasurer
since November 1991; Secretary
since 1973.
There are no family relationships among the officers listed and there are no
arrangements or understandings pursuant to which any of them were elected as
officers.
The officers are elected annually and serve at the pleasure of the Board of
Directors. There have been no events under any bankruptcy act, no criminal
proceedings and no judgments or injunctions material to the evaluation of the
ability and integrity of any director or executive officer during the past
five years.
Item 11. Executive Compensation.
The information required by this Item is incorporated herein by reference to
the Registrant's proxy statement dated March 23, 2000, in connection with its
annual meeting to be held May 3, 2000.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Any person after acquiring directly or indirectly the beneficial ownership of
more than 5 percent of the Registrant's common stock is required to send to
the Registrant at its principal executive office, by registered or certified
mail, and to each exchange where the stock is traded and filed with the SEC, a
statement containing information required by Schedule 13D or 13G, as
appropriate. If any material change occurs in the facts set forth in the
statement filed, the shareholder is required to file an appropriate
amendment with each party with whom the original schedules were filed.
Other information required by this item is incorporated herein by reference to
the Registrant's proxy statement dated March 23, 2000, in connection with its
annual meeting to be held May 3, 2000.
-10-
PART III
(Continued)
Item 13. Certain Relationships and Related Transactions.
There were no significant items to report under this caption other than those
reported in the Registrant's Proxy Statement dated March 23, 2000, in
connection with its Annual Meeting to be held May 3, 2000, which is
incorporated herein by reference.
-11-
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) 1. Financial Statements.
The following Consolidated Financial Statements of Vulcan
International Corporation and subsidiaries are included under
this item (see attached shareholders report and proxy
statement):
Page
Independent Auditors' Report. 21
Consolidated Balance Sheets at December 31,
1999, and 1998. 22-23
Consolidated Statements of Income for Each
of the Three Years in the Period Ended
December 31, 1999. 24
Consolidated Statements of Shareholders'
Equity for Each of the Three Years in the
Period Ended December 31, 1999. 25-27
Consolidated Statements of Cash Flows for
Each of the Three Years in the Period
Ended December 31, 1999. 28-29
Notes to the Consolidated Financial
Statements for the Three Years Ended
December 31, 1999. 30-47
2. Financial Statement Schedule.
Independent Auditors' Report on Schedule. 67
Schedule II - Valuation and Qualifying Accounts. 68
All other schedules are omitted because they are not applicable, not required,
or because the required information is included in the Consolidated Financial
Statements or notes thereto.
Separate financial statements of the Registrant or summarized financial
information concerning subsidiaries are not required.
-12-
PART IV
(Continued)
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(Continued)
3. Financial Statements.
The following financial statements of Vulcan International
Corporation's 50% owned Joint Venture, Vulcan-Brunswick Bowling
Pin Company, are included under this item:
Page
Independent Auditors' Report 70
Balance Sheets at December 31, 1999 and 1998 71
Statements of Income for the years ended
December 31, 1999 and 1998 72
Statements of Partners' Capital for the years
ended December 31, 1999 and 1998 73
Statements of Cash Flows for the years ended
December 31, 1999 and 1998 74
Notes to the financial statements for the years
ended December 31, 1999 and 1998 75-79
4. Exhibits.
3. Registrant's Articles of Incorporation and
By-Laws are incorporated herein by reference.
11. Statement regarding computation of per share
earnings is incorporated herein by reference
to Registrant's 1999 Annual Report to
Shareholders 47
13. Registrant's 1999 Annual Report to Shareholders
is incorporated herein by reference. 14-51
20. Proxy Statement dated March 23, 2000, is
incorporated herein by reference. 52-65
21. Subsidiaries of the Registrant. 66
27. Financial Data Schedule
99.1 Independent Auditors' Report on Schedule 67
99.2 Valuation and Qualifying accounts 68
99.3 Vulcan-Brunswick Bowling Pin Company financial
statements 69-79
(b) Reports on Form 8-K.
There were no reports on Form 8-K for the three months ended
December 31, 1999.
-13-
EXHIBIT 13
VULCAN INTERNATIONAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 1999
J.D. CLOUD & CO. L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS
CINCINNATI, OHIO
-14-
VULCAN INTERNATIONAL CORPORATION
EXECUTIVE OFFICERS
BENJAMIN GETTLER VERNON E. BACHMAN
Chairman of the Board Vice President and
and President Secretary-Treasurer
DIRECTORS
LEONARD ACONSKY WILLIAM T. CRUTCHFIELD THOMAS D. GETTLER
DENNIS J. BUCKLEY BENJAMIN GETTLER STANLEY I. RAFALO, O.D.
VULCAN CORPORATION
(Operating Subsidiary)
Executive Officers
BENJAMIN GETTLER VERNON E. BACHMAN CONNIE F. ARMSTRONG
Chairman of the Board Vice President Secretary
and President and Controller
Operating Officers
EDWARD A. RITTER RICARDO M. DEFELICE
General Manager Vice President
Rubber Products Division Vulcan Bowling Pin Co.
JOHN F. GABRIEL, JR. MICHAEL NEWTON
Vice President General Manager,
Vulcan Blanchester Realty Co. Vulcan-Brunswick Bowling Pin Co.
-15-
TO OUR SHAREHOLDERS:
Vulcan continued to evolve in 1999.
Sales of domestically produced footwear declined in 1999 to approximately 7%
of shoes purchased by U.S. consumers, compared to almost 80% only twenty years
earlier when Vulcan had three manufacturing facilities entirely devoted to
producing shoe lasts. In the first half of 1999, shoe last sales continued
the accelerated decline which was evident in 1998. In addition, all military
last orders were completed and prospects for additional military orders were
bleak. Vulcan's origin was in the manufacture of shoe lasts, starting in
1909. Ninety years later, in 1999, the decision was made to exit that
business. Accordingly, it was sold to the larger of the two remaining U.S.
shoe last manufacturers. At approximately the same time, Vito Mangiaracina
and Charles Smith, the two people who had been most responsible for the
success of the last division for more than 33 years, decided to retire. We
will miss them.
The Company continued its efforts to develop and market foam products in its
Rubber Division. There are substantial growth opportunities in that market.
Vulcan has developed, and is currently selling, high-density foam products,
and is continuing its efforts to develop a 2 lb.-density foam which commands a
greater share of the market place. These efforts have been costly and time-
consuming. We are hopeful that the Year 2000 will see success in those
developments.
A decision has been made to expand the Company's Real Estate Division - an
area in which Company management has substantial past experience and past
success. Three separate offers to purchase substantial size office buildings
in the downtown area of Cincinnati were made in 1999, however, no purchases
were completed. It is management's intention to continue efforts in that
direction in the Year 2000.
Despite the problems referred to above, consolidated net profit for the past
12-month period ended December 31, 1999 on continuing operations (excluding
the Last Division) increased from $1,384,879 in 1998 to $1,579,931, that is
an increase of 14%, while revenues increased from $10,582,060 to $10,919,626,
that is, an increase of 3%. Per share earnings rose from $1.17 to $1.41.
The sale of the Last Division referred to above, which is now accounted for
as a discontinued operation, resulted in net earnings, including capital gains
on the sale of the Division, of $925,789 compared to net earnings of $69,637
from the 1998 operations.
The total net earnings of the combined continuing and discontinued operations
in 1999 were $2,505,720, that is, $2.23 per share. The combined total net
earnings in 1998 on continuing operations and discontinued operations were
$1,454,516, that is, $1.23 per share.
BENJAMIN GETTLER
Chairman of the Board
and President
-16-
DESCRIPTION OF BUSINESS
Vulcan International Corporation is a Delaware holding company which is the
owner of 100% of the common stock of Vulcan Corporation, a manufacturer of the
products described below:
RUBBER AND FOAM PRODUCTS
Vulcan manufactures rubber and foam products in a 272,000 sq. ft. building
located in Clarksville, Tennessee. Approximately 50% of sales of those
products in 1999 were for use by shoe manufacturers in the United States.
The Company is concentrating on the manufacture of rubber sheet stock and
custom-mix materials for those manufacturers. The majority of the non-
footwear sales of products manufactured in Clarksville were for use as sports
flooring and automobile mats. The Rubber Division also manufactures high-
density foam products for sale to manufacturers for diverse uses. It
anticipates that in the Year 2000, the facility will also be manufacturing
a 2-lb. density foam for marketing to other prospective users.
BOWLING PINS
The Company is a 50% owner of a Joint Venture with Brunswick Bowling and
Billiards Corporation which manufactures bowling pins in Antigo, Wisconsin.
The pins are manufactured from hard maple and coated with Surlyn. Vulcan
sells pins in the United States and worldwide under the name of Vultex II,
and Vultuf, as well as various private label names.
REAL ESTATE
On August 12, 1993, Vulcan purchased a majority interest in the upper seven
floors of the ten-story Cincinnati Club Building in downtown Cincinnati, Ohio,
and manages that space. These floors contain approximately 60,000 square feet
of finished office space and approximately 32,000 square feet of unfinished
and common area space. Vulcan occupies a substantial portion of the tenth
floor of the building. The first three floors consist of public rooms owned
by a company which uses the space for public functions and a catering service.
There is direct access into the building from an eight-story parking garage
immediately adjacent to the Cincinnati Club Building owned and operated by the
City of Cincinnati. A picture of the building appears below. In addition,
the Company owns approximately 14,000 acres of undeveloped land in the Upper
Peninsula of Michigan. Timber is harvested from that land and sold both in
domestic and foreign markets.
-17-
MANAGEMENT ANALYSIS OF RECENT YEARS
1999 COMPARED TO 1998
- ---------------------
In the Rubber Division, the Company increased its sales of low margin custom
mix rubber and continued its research and development efforts to develop and
market higher margin additional foam products. As a result, sales of rubber
and foam products increased from $6,113,730 in 1998 to $6,880,103 in 1999
while operating loss (before taxes) increased from $960,571 in 1998 to
$1,179,291 in 1999.
Changes in bowling pin manufacturing resulted in substantially reduced costs
which were largely responsible for operating profit (before taxes) from the
bowling pin segment increasing from $215,079 in 1998 to $733,963 in 1999.
Operating profit (before taxes) in the real estate operations segment fell
from $403,522 to $321,011, primarily as the result of a huge increase in real
estate taxes. The increase is being appealed through appropriate legal
processes.
Gross gains on the disposal of assets were $89,429 in 1999 compared to
$408,866 in 1998. In 1999 the gains were mainly from the sale of marketable
securities. In 1998, the gains were mainly from the sale of excess equipment
from the Clarksville, Tennessee plant. Dividends and interest income (before
tax) were $1,907,508 compared to $1,828,520 in 1998.
In August of 1999, Vulcan International Corporation sold all of the assets of
its last manufacturing plant in Walnut Ridge, Arkansas. Sales from the Last
Division were $1,621,268 in 1998 and $758,712 in the approximately 7 1/2
months it was owned by Vulcan in 1999. The sale of the Last Division resulted
in 1999 net earnings, including capital gains on the sale, of $925,789
compared to net earnings of $69,637 on operations in 1998.
1998 COMPARED TO 1997
- ---------------------
Sales of rubber and plastic products (47% of which were sales to the shoe
industry) decreased from $9,332,565 in 1997 to $7,734,998 in 1998.
Operating losses of the Company's rubber and plastic business segment
(before taxes) increased from $322,956 in 1997 to $873,525 in 1998. The
primary cause of these losses was the almost total elimination of sales of
components for military footwear in the last half of 1998 resulting from an
inventory-cutting program of the U.S. Department of Defense. Such sales
constituted 46% of shoe component sales of the Company's rubber and plastic
business segments. Plastic products consisted primarily of shoe last.
Operating profit (before taxes) from the bowling pin segment decreased from
$512,975 in 1997 to $215,079 in 1998. Sales increased during the first half
of the year; however, in the second half of 1998, the severe recession in the
Far East eliminated most sales to that area of the world, which had been a
major purchaser of bowling pins.
-18-
MANAGEMENT ANALYSIS OF RECENT YEARS
(Continued)
Operating profit (before taxes) in the real estate operations segment fell
from $618,238 to $403,522. That reduction in net profit in the Company's
real estate operations segment resulted entirely from reduced sales of timber
due to two factors: a) adverse weather conditions which limited timber
harvesting from the Company's undeveloped real estate in the Upper Peninsula
of Michigan and b) reduced sales of timber veneer to the Far East.
Gross gains on the sale or disposal of assets were $408,866 in 1998 compared
to $116,622 in 1997. In 1998 the gains were mainly from the sale of excess
equipment from the Clarksville, Tennessee plant. In 1997 the gains were
mainly from the sale of acreage in Wisconsin. Dividends and interest income
(before tax) were $1,828,520 compared to $1,794,152 in 1997.
1997 COMPARED TO 1996
- ---------------------
Sales of rubber and plastic products (65% of which were sales to the shoe
industry) decreased from $12,104,816 in 1996 to $9,332,565 in 1997. This
was the continuing result of the April 1996 downsizing of the rubber division
and continued increasing foreign competition in the shoe manufacturing
industry. There were also substantial increases in costs for product
development. Operating losses from sales (before tax) increased from
$203,622 in 1996 to $322,956 in 1997.
Sales from the bowling pin segment of the business decreased from $2,954,726
in 1996 to $2,199,621 in 1997, a portion of which was due to reduced bowling
pin sales resulting from the purchase by AMF of bowling pin centers, which
had been customers of Vulcan. As a result, operating profits (before tax)
of the bowling pin segment declined from $799,688 to $512,975.
There was no substantial change in the real estate operations segment with
the result that operating profit (before taxes) in this segment was $618,238
in 1997 compared to $623,165 in 1996.
Gross gains on the sale or disposal of assets were $116,621 in 1997 compared
to $304,206 in 1996. In 1997 the gains were mainly from the sale of acreage
in Wisconsin. In 1996 the gains were mainly from the sale of assets from the
rubber division resulting from the downsizing. Dividends and interest income
(before tax) were $1,794,152 compared to $1,627,923 in 1996.
-19-
FINANCIAL POSITION, LIQUIDITY AND CAPITAL COMMITMENTS
The Company's cash requirements in 1999 were funded by its cash flow and short
term borrowing. The working capital decreased $714,284 during the current
year. The decreased working capital was mainly a result of decreased value
of marketable securities and an increase in short term borrowing. Capital
expenditures were $378,530 compared to total depreciation and amortization
of $493,666.
1999 1998
QUARTER HIGH LOW DIVIDEND HIGH LOW DIVIDEND
------- ---- --- -------- ---- --- --------
First 36-3/8 32-5/8 $.20 39 36-1/4 $.20
Second 38-1/8 32-9/16 $.20 41-1/4 37-1/2 $.20
Third 37-1/4 27-3/4 $.20 41 32-7/8 $.20
Fourth 31-1/2 26-3/4 $.20 39-1/2 30 $.20
The common stock of Vulcan International Corporation is listed on the American
Stock Exchange. The high and low sale prices and the dividends paid for each
quarterly period within the two most recent years were as shown.
FORM 10-K
A copy of the 1999 Vulcan International Corporation 10-K report filed with the
Securities and Exchange Commission will be furnished without charge upon
request by a shareholder or beneficial owner as of the record date, March 22,
2000, of securities entitled to vote at the annual meeting of shareholders.
Requests should be addressed to:
Vernon E. Bachman
Vice President
Secretary/Treasurer
Vulcan International Corporation
30 Garfield Place
Cincinnati, OH 45202
-20-
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Vulcan International Corporation
Wilmington, Delaware
We have audited the accompanying consolidated balance sheets of Vulcan
International Corporation (a Delaware Corporation) and subsidiaries as of
December 31, 1999 and 1998, and the related consolidated statements of income,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1999. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Vulcan
International Corporation and subsidiaries at December 31, 1999 and 1998, and
the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1999, in conformity with generally
accepted accounting principles.
As discussed in Note 9 to the consolidated financial statements, the Company
has been advised that it is a potentially responsible party in certain
environmental matters. The amount of liability cannot be predicted at this
time.
/s/ J.D. CLOUD & CO. L.L.P.
Certified Public Accountants
Cincinnati, Ohio
February 10, 2000
-21-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
At December 31, 1999 and 1998
-ASSETS- 1999 1998
CURRENT ASSETS:
Cash $ 1,088,626 1,275,656
Marketable securities 49,554,152 50,347,778
Accounts receivable (less-allowance
for doubtful accounts-$158,844
in 1999; $256,211 in 1998) 1,409,773 1,234,135
Inventories 1,123,403 512,220
Prepaid expense 18,170 21,608
Refundable federal income tax 89,375 114,622
---------- ----------
TOTAL CURRENT ASSETS 53,283,499 53,506,019
---------- ----------
PROPERTY, PLANT AND EQUIPMENT:
Land 88,581 88,581
Timberlands and timber cutting rights 700,393 700,393
Buildings and improvements 4,186,696 3,968,866
Machinery and equipment 6,663,799 9,137,505
Leasehold improvements - 282,654
Construction-in-process - 62,508
---------- ----------
Total 11,639,469 14,240,507
Less-Accumulated depreciation
and depletion 9,020,820 11,441,682
---------- ----------
PROPERTY, PLANT AND EQUIPMENT-NET 2,618,649 2,798,825
---------- ----------
MODELS AND PATTERNS-at nominal value 1 1
---------- ----------
INVESTMENT IN JOINT VENTURE - 63,089
---------- ----------
DEFERRED CHARGES AND OTHER ASSETS:
Marketable securities 29,329,505 35,590,860
Note receivable 457,123 -
Other 3,852,646 3,052,944
---------- ----------
TOTAL DEFERRED CHARGES AND
OTHER ASSETS 33,639,274 38,643,804
---------- ----------
TOTAL ASSETS $89,541,423 95,011,738
========== ==========
-22-
-LIABILITIES AND SHAREHOLDERS' EQUITY- 1999 1998
CURRENT LIABILITIES:
Notes payable - bank $ 1,810,000 1,170,000
Accounts payable-
Trade 559,867 213,189
Other 26,210 227,906
Accrued salaries, wages and commissions 133,768 192,598
Accrued other expenses 393,195 401,811
Deferred income tax 15,460,319 15,686,091
---------- ----------
TOTAL CURRENT LIABILITIES 18,383,359 17,891,595
---------- ----------
OTHER LIABILITIES:
Deferred income tax 9,999,296 11,789,266
Other 29,877 24,179
---------- ----------
TOTAL OTHER LIABILITIES 10,029,173 11,813,445
---------- ----------
COMMITMENTS AND CONTINGENCIES (See Note 9) - -
MINORITY INTEREST IN PARTNERSHIP 10,929 10,774
---------- ----------
SHAREHOLDERS' EQUITY:
Common stock no-par value;
Authorized 2,000,000 shares; issued
1,999,512 249,939 249,939
Additional paid-in capital 6,146,698 5,626,843
Retained earnings 26,675,335 25,054,570
Accumulated other comprehensive income 47,852,421 52,506,224
---------- ----------
80,924,393 83,437,576
Less-Common stock in treasury-at cost,
892,907 shares in 1999 and
863,177 shares in 1998 19,806,431 18,141,652
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 61,117,962 65,295,924
---------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $89,541,423 95,011,738
========== ==========
The accompanying notes to consolidated financial statements are an integral
part of these statements.
-23-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Three years ended December 31, 1999
1999 1998 1997
REVENUES:
Net sales $ 9,012,118 8,753,540 9,579,053
Dividends and interest 1,907,508 1,828,520 1,794,151
---------- ---------- ----------
TOTAL REVENUES 10,919,626 10,582,060 11,373,204
---------- ---------- ----------
COST AND EXPENSES:
Cost of sales 9,251,832 8,833,209 9,228,844
General and administrative 801,897 1,183,349 1,467,761
Interest expense 153,342 41,135 18,140
---------- ---------- ----------
TOTAL COST AND EXPENSES 10,207,071 10,057,693 10,714,745
---------- ---------- ----------
EQUITY IN JOINT VENTURE INCOME
AND MINORITY INTEREST, NET 836,756 458,026 710,342
---------- ---------- ----------
INCOME BEFORE GAIN ON
DISPOSAL OF ASSETS 1,549,311 982,393 1,368,801
NET GAIN ON SALE OF PROPERTY,
EQUIPMENT AND INVESTMENTS 447,473 682,023 602,618
---------- ---------- ----------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 1,996,784 1,664,416 1,971,419
INCOME TAX PROVISION 416,853 279,537 352,970
---------- ---------- ----------
INCOME FROM CONTINUING
OPERATIONS 1,579,931 1,384,879 1,618,449
DISCONTINUED OPERATIONS:
Gain on sale of division assets,
net of income tax 988,845 - -
Income (loss) from operations,
net of income tax (63,056) 69,637 167,356
---------- ---------- ----------
NET INCOME $ 2,505,720 1,454,516 1,785,805
========== ========== ==========
Income Per Common Share:
Continuing operations $ 1.41 1.17 1.30
Discontinued operations (0.06) 0.06 0.14
Gain on disposal of
discontinued operations 0.88 - -
---------- ---------- ----------
Net Income per Common Share
Outstanding $ 2.23 1.23 1.44
========== ========== ==========
The accompanying notes to consolidated financial statements are an integral
part of these statements.
-24-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Three years ended December 31, 1999
$3.00 Prior $4.50 Cumulative
Preferred Shares Preferred Shares Common
Outstanding Outstanding Stock
--------------- --------------- -------
Shares Amount Shares Amount
Balance at January 1, 1997 280 $28,000 692 38,060 249,939
Add-Net income for the year
Net unrealized gain on
available-for-sale
securities (net of taxes
of $7,844,633)
Deduct-Dividends declared:
Preferred shares
$ .80 per share-common
Redemption of preferred
shares 280 28,000 692 38,060
Purchase of treasury
shares
--- ------ --- ------ -------
Balance at December 31, 1997 - - - - 249,939
Add-Net income for the year
Net unrealized gain on
available-for-sale
securities (net of taxes
of $4,788,183)
Sale of treasury shares
Deduct-Dividends declared:
$ .80 per share-common
Purchase of treasury shares
--- ------ --- ------ -------
Balance at December 31, 1998 - - - - 249,939
Add-Net income for the year
Sale of treasury shares
Deduct-Dividends declared:
$ .80 per share-common
Net unrealized loss on
available-for-sale
securities (net of tax
benefit of $2,367,157)
Reclassification adjustment
for gains included in net
income (net of tax of
$30,257)
Purchase of treasury
shares
--- ------ --- ------ -------
Balance at December 31, 1999 - $ - - - 249,939
=== ====== === ====== =======
-25-
Accumulated
Additional Other
Paid-In Retained Comprehensive
Capital Earnings Income
---------- -------- ---------------
Balance at January 1, 1997 5,619,993 23,782,656 27,983,826
Add-Net income for the year 1,785,805
Net unrealized gain on
available-for-sale
securities (net of taxes
of $7,844,633) 15,227,689
Deduct-Dividends declared:
Preferred shares 1,977
$ .80 per share-common 991,876
Redemption of preferred
shares 31,140
Purchase of treasury
shares
--------- ---------- ----------
Balance at December 31, 1997 5,619,993 24,543,468 43,211,515
Add-Net income for the year 1,454,516
Net unrealized gain on
available-for-sale
securities (net of taxes
of $4,788,183) 9,294,709
Sale of treasury shares 6,850
Deduct-Dividends declared:
$ .80 per share-common
Purchase of treasury shares 943,414
--------- ---------- ----------
Balance at December 31, 1998 5,626,843 25,054,570 52,506,224
Add-Net income for the year 2,505,720
Sale of treasury shares 519,855
Deduct-Dividends declared:
$ .80 per share-common 884,955
Net unrealized loss on
available-for-sale
securities (net of tax
benefit of $2,367,157) 4,595,070
Reclassification adjustment
for gains included in net
Income (net of tax of
$30,257) 58,733
Purchase of treasury
shares
--------- ---------- ----------
Balance at December 31, 1999 6,146,698 26,675,335 47,852,421
========= ========== ==========
-26-
Total
Comprehensive Common Shareholders'
Income (Loss) Treasury Shares Equity
-------------- -------------------- ------------
Shares Amount
Balance at January 1, 1997 745,168 13,753,715 43,948,759
Add-Net income for the year 1,785,805 1,785,805
Net unrealized gain on
available-for-sale
securities (net of taxes
of $7,844,633) 15,227,689 15,227,689
Deduct-Dividends declared:
Preferred shares 1,977
$ .80 per share-common 991,876
Redemption of preferred
shares 97,200
Purchase of treasury
shares 37,000 1,376,210 1,376,210
---------- ------- ---------- ----------
Balance at December 31, 1997 17,013,494 782,168 15,129,925 58,494,990
==========
Add-Net income for the year 1,454,516 1,454,516
Net unrealized gain on
available-for-sale
securities (net of taxes
of $4,788,183) 9,294,709 9,294,709
Sale of treasury shares (200) (975) 7,825
Deduct-Dividends declared:
$ .80 per share-common 943,414
Purchase of treasury shares 81,209 3,012,702 3,012,702
---------- ------- ---------- ----------
Balance at December 31, 1998 10,749,225 863,177 18,141,652 65,295,924
==========
Add-Net income for the year 2,505,720 2,505,720
Sale of treasury shares (22,799) (111,393) 631,248
Deduct-Dividends declared:
$ .80 per share-common 884,955
Net unrealized loss on
available-for-sale
securities (net of
tax benefit of
$2,367,157) 4,595,070 4,595,070
Reclassification
adjustment for gains
included in net income
(net of tax of $30,257) 58,733 58,733
Purchase of treasury
shares 52,529 1,776,172 1,776,172
---------- ------- ---------- ----------
Balance at December 31, 1999 (2,148,083) 892,907 19,806,431 61,117,962
========== ======= ========== ==========
The accompanying notes to consolidated financial statements are an integral
part of these statements.
-27-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three years ended December 31, 1999
1999 1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers $ 9,697,767 10,769,076 12,677,354
Cash paid to suppliers and employees (11,713,251) (11,657,332) (12,378,416)
Dividends and interest received 1,909,882 1,831,036 1,794,733
Interest paid (154,515) (35,019) (20,439)
Income taxes paid (257,867) (271,870) (303,736)
---------- ---------- ----------
NET CASH FLOWS FROM
OPERATING ACTIVITIES (517,984) 635,891 1,769,496
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and
equipment 1,080,719 675,984 677,552
Proceeds from sale of marketable
securities 92,716 - -
Purchase of marketable securities - - (3,839)
Purchase of property, plant and
equipment (378,530) (807,121) (212,366)
Cash distribution from joint venture 900,000 750,000 1,050,000
Collection on notes receivable 25,928 657,517 73,958
---------- ---------- ----------
NET CASH FLOWS FROM
INVESTING ACTIVITIES 1,720,833 1,276,380 1,585,305
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under credit agreements 5,486,319 1,770,000 700,000
Principal payments under credit
agreements (4,846,319) (600,000) (700,000)
Proceeds from sale of treasury shares 631,248 7,825 -
Purchase of common and preferred shares (1,776,172) (3,012,702) (1,473,410)
Cash dividends paid (884,955) (943,414) (993,853)
---------- ---------- ----------
NET CASH FLOWS FROM
FINANCING ACTIVITIES (1,389,879) (2,778,291) (2,467,263)
---------- ---------- ----------
NET CHANGE IN CASH AND
CASH EQUIVALENTS (187,030) (866,020) 887,538
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 1,275,656 2,141,676 1,254,138
---------- ---------- ----------
CASH AND CASH EQUIVALENTS AT
END OF YEAR $ 1,088,626 1,275,656 2,141,676
========== ========== ==========
-28-
RECONCILIATION OF NET INCOME TO NET
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,505,720 1,454,516 1,785,805
Adjustments:
Depreciation and amortization 493,666 523,796 607,914
Deferred income tax 381,707 82,751 50,485
Equity in joint venture income and
minority interest (836,756) (458,026) (710,342)
Gain on sale of property, equipment
and investments (1,683,529) (682,024) (602,662)
Increase in prepaid pension asset (804,774) (538,218) (346,229)
Changes in assets and liabilities:
(Increase) decrease in accounts
receivable (58,689) 408,784 768,905
(Increase) decrease in inventories (627,248) 99,739 22,036
Increase (decrease) in accounts
payable, accrued expenses and
other assets, net 111,919 (255,427) 193,584
---------- ----------- ----------
NET CASH FLOWS FROM
OPERATING ACTIVITIES $ (517,984) 635,891 1,769,496
========== ========== ==========
The accompanying notes to consolidated financial statements are an integral
part of these statements.
-29-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
It is the policy of the Company to employ generally accepted accounting
principles in the preparation of its financial statements. A summary of the
Company's significant accounting policies follows:
ACCOUNTING ESTIMATES-
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
BASIS OF CONSOLIDATION-
The consolidated financial statements include the accounts of Vulcan
International Corporation, its wholly-owned subsidiary companies and its
majority-owned partnership. Intercompany accounts and transactions have been
eliminated in consolidation.
MINORITY INTEREST-
Cincinnati Club Building Associates (CCBA) was formed in 1993 for the purchase
of certain commercial property in Cincinnati, Ohio. The Company's offices are
located in a portion of the property with the remainder available for leasing.
The Company's consolidated financial statements include 100% of the assets,
liabilities and income, or loss, of CCBA. The minority owner's 2.5% interest
in CCBA is reflected as a minority interest in partnership and a minority
interest in (income) of partnership in the respective consolidated balance
sheets and consolidated statements of income.
INVESTMENT IN JOINT VENTURE-
In June 1990, the Company formed a Joint Venture (the Vulcan Brunswick Bowling
Pin Company) with Brunswick Bowling and Billiards Corporation to manufacture
bowling pins. The Company, through a wholly-owned subsidiary, has an
undivided 50% interest in the Joint Venture which is accounted for under the
equity method of accounting. Under this method, the Company records the
investment at its original cost adjusted for 50% of the Joint Venture's
income or loss since formation less any distributions received from the
Joint Venture.
MARKETABLE SECURITIES-
Marketable securities are classified as securities available-for-sale and,
accordingly, are recorded at fair market value. Marketable securities
available for current operations are classified as current assets while
securities held for non-current uses are classified as long-term assets.
Dividends and interest are recorded in income when earned. Unrealized holding
gains and losses, net of deferred tax, are included as a component of
shareholders' equity until realized. In computing realized gain or loss on
the sale of marketable securities, the cost of securities sold is determined
by the specific identification method.
-30-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1999
(Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
INVENTORIES-
Substantially all inventories are stated at cost under the last-in, first-out
(LIFO) method, which is not in excess of market.
PROPERTY, PLANT AND EQUIPMENT-
Property, plant and equipment are stated at cost. The Company provides for
depreciation over the estimated useful lives of the respective assets using
both straight line and accelerated methods. Buildings and improvements are
depreciated over 10 to 45 years, machinery and equipment over 3 to 11 years,
and leasehold improvements are amortized over the lives of the leases. Timber
depletion charges are based on the cost of timber cut.
INCOME TAXES-
Income tax expense (benefit) includes the tax effects of all revenue and
expense transactions included in the determination of pretax accounting
income. Deferred income tax results from temporary differences in the
financial statement basis and tax basis of assets and liabilities. These
temporary differences apply principally to depreciation expense, allowance
for doubtful accounts, compensated absences and prepaid pension expense. Tax
credits are recognized by a reduction of income tax expense in the periods the
credits arise for tax purposes.
COMPREHENSIVE INCOME-
Effective January 1, 1998 the Company adopted Statement of Financial
Accounting Standards No. 130, 'Reporting Comprehensive Income' (SFAS 130),
which establishes requirements for the reporting and display of comprehensive
income and its components. The adoption of SFAS 130 had no effect on the
Company's net income or shareholder's equity. SFAS 130 requires unrealized
gains, or losses, on the Company's available-for-sale securities to be
included in comprehensive income. Prior year financial statements have
been reclassified to conform to the requirements of SFAS 130.
RETIREMENT PLANS-
The Company maintains a noncontributory defined benefit pension plan for
certain eligible salaried and hourly employees. Pension benefits are
determined annually by consulting actuaries and are based on average
compensation and years of service. Past service cost is amortized over
periods not exceeding 30 years.
The Company also maintains a noncontributory defined contribution pension
plan for certain eligible union employees. Contributions to the plan are
based upon a participant's hours of service.
The qualified plans are funded annually to meet the minimum funding
requirements of the Internal Revenue Code and the Employee Retirement Income
Security Act of 1974.
-31-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1999
(Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
ADVERTISING COSTS-
Advertising costs are generally expensed as incurred.
CASH EQUIVALENTS-
For purposes of the statement of cash flows, the Company considers all time
deposits, certificates of deposit and other highly liquid investments
purchased with original maturities of three months or less to be cash
equivalents.
NET INCOME PER SHARE-
Net income per share of common stock outstanding is computed on the basis of
the weighted average number of common shares outstanding during each year
after giving effect to dividends on preferred shares.
NOTE 2 - MARKETABLE SECURITIES
The Company's investments in marketable securities have been classified as
available-for-sale securities and reported at their fair value as determined
by quoted market prices as follows:
Unrealized Fair
Cost Gains Value
------ ---------- -------
1999
Current $ 3,756,740 45,797,412 49,554,152
Long-term 2,623,283 26,706,222 29,329,505
--------- ---------- ----------
Total $ 6,380,023 72,503,634 78,883,657
========= ========== ==========
1998
Current $ 3,760,470 46,587,308 50,347,778
Long-term 2,623,283 32,967,577 35,590,860
--------- ---------- ----------
Total $ 6,383,753 79,554,885 85,938,638
========= ========== ==========
The unrealized holding gains are included, net of deferred income tax of
$24,651,213 and $27,048,661 at December 31, 1999 and 1998, respectively, as
a component of shareholders' equity.
-32-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1999
(Continued)
NOTE 2 - MARKETABLE SECURITIES (Continued)
Realized gains on available-for-sale securities during 1999 were $88,990 and
gross proceeds on the sale of the securities were approximately $93,000.
The Company's available-for-sale marketable securities, at fair market value,
are invested as follows: 58% in two financial institutions, 39% in eight
communication companies and 3% in other industries. The Company is subject to
the risk that the value of these securities may decline from the recorded fair
market values.
As of February 10, 2000, the fair value of marketable securities was
approximately $77,894,000 and the net unrealized holding gain was
approximately $47,199,000 net of deferred taxes of approximately $24,315,000.
NOTE 3 - INVENTORIES
Inventories at December 31, 1999 and 1998, were classified as follows:
1999 1998
------------------------
Finished goods $ 484,888 206,445
Work in process 145,623 91,048
Raw materials 492,892 214,727
--------- -------
Total $1,123,403 512,220
========= =======
As indicated in Note 1, substantially all inventories are stated at cost
determined under the last-in, first-out (LIFO) method. If valued at current
replacement cost, inventories would have been approximately $1,189,000 and
$1,187,000 greater than reported at December 31, 1999 and 1998, respectively.
In each of the years ended December 31, 1998 and 1997, inventory quantities
were reduced. These reductions resulted in liquidations of LIFO inventory
quantities carried at lower costs prevailing in prior years as compared with
the cost of current purchases. The inventory reductions increased 1998 and
1997 net income by approximately $41,000 and $45,000, respectively, or $.03,
and $.04 per weighted average common share outstanding, respectively.
-33-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1999
(Continued)
NOTE 4 - JOINT VENTURE
The Company, through a wholly-owned subsidiary, owns a 50% interest in a Joint
Venture, Vulcan Brunswick Bowling Pin Company (VBBPC) which manufactures
bowling pins in Antigo, Wisconsin, for Brunswick and the Company.
Summarized financial information for VBBPC consists of the following:
1999 1998
----------------------
Assets:
Current assets $1,068,739 1,674,735
Property, plant and equipment 3,276,440 3,572,141
Other 3,036,362 3,127,658
--------- ---------
Total $7,381,541 8,374,534
========= =========
Liabilities and Partners' Capital:
Current liabilities $ 322,516 235,577
Partners' capital 7,059,025 8,138,957
--------- ----------
Total $7,381,541 8,374,534
========= =========
1999 1998 1997
Statements of Operations:
Net sales $9,191,563 10,975,183 13,687,323
Costs and expenses 8,487,964 10,111,724 12,429,347
Other income (net) 16,469 34,600 72,364
--------- ---------- ----------
Net income $ 720,068 898,059 1,330,340
========= ========== ==========
Company's equity in net
income of VBBPC $ 360,034 449,029 665,170
Distribution in excess
of basis 410,123 - -
Adjustments 66,754 13,365 49,694
---------- ---------- ----------
Company's equity in net
income $ 836,911 462,394 714,864
========== ========== ==========
-34-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1999
(Continued)
NOTE 4 - JOINT VENTURE (Continued)
The Company, under the equity method of accounting, increases its investment in
VBBPC for its share of VBBPC's income and decreases its investment for any
distributions received. Distributions in excess of the Company's recorded
investment are included in current income. During the fourth quarter, the
Company received $300,000 resulting in distributions which exceeded its
investment by $410,123.
The Company's 50% interest in the net assets of VBBPC amounted to $3,529,513 at
December 31, 1999. There were no undistributed earnings from the Joint Venture
included in the Company's retained earnings at December 31, 1999. The Company
is also jointly and severally liable under VBBPC's revolving loan agreement.
There were no borrowings under the loan agreement at December 31, 1999 or 1998.
The Company adjusts its investment in VBBPC through its equity in VBBPC's net
income which is further adjusted to reflect inventories on the last-in, first-
out method of accounting.
Transactions between VBBPC and the Company consist of the following at
December 31:
1999 1998 1997
Sales to VBBPC $ 140,000 250,000 298,000
Purchases from VBBPC 1,751,000 2,005,000 2,147,000
Administrative fees received
from VBBPC 30,000 30,000 30,000
Net amount due to VBBPC (243,000) (82,000) (148,000)
Cash distributions from VBBPC 900,000 750,000 1,050,000
NOTE 5 - NOTES PAYABLE
The Company maintains a revolving credit agreement with its bank that provides
for borrowings of up to $6,000,000 through July 31, 2000. Interest is
payable monthly at the lesser of the federal funds rate plus 1.75% or a rate
based on the Euro-Rate as determined by the Bank in accordance with its usual
procedures. The resulting rate paid by the Company at December 31, 1999 was
7.43%. Borrowings under the agreement were $1,810,000 and $1,170,000 at
December 31, 1999 and 1998, respectively, and are secured by certain
marketable equity securities.
The weighted average interest rate was 6.66% and 6.90% for the respective
years ended December 31, 1999 and 1998. Marketable securities pledged as
collateral under the agreement had a market value of approximately
$14,342,000 at December 31, 1999.
-35-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1999
(Continued)
NOTE 5 - NOTES PAYABLE (Continued)
The Company also maintains a revolving credit agreement with its bank that
provides for additional short-term borrowings of up to $5,000,000 at the prime
rate secured by certain real and personal property of the Company.
NOTE 6 - DISCONTINUED OPERATIONS
In August 1999, the Company completed the sale of its Walnut Ridge, Arkansas
plastics operations. The prior period's financial statements have been
reclassified to present the results of operations from Walnut Ridge as
discontinued operations. For business segment reporting purposes, the
financial results from Walnut Ridge were previously reported in the segment
"Rubber and Plastics." In connection with the sale, the Company received a
note for $600,000. Total proceeds from the disposal of the plastics operations
were $1,322,319.
Net sales and income from discontinued operations are as follows:
1999 1998 1997
Net sales $758,712 1,621,208 2,379,479
======= ========= =========
Income (loss) before income taxes $(78,820) 87,046 209,195
Income tax expense (benefit) (15,764) 17,409 41,839
------- --------- ---------
Net income (loss) from operations $(63,056) 69,637 167,356
======= ========= =========
The gain on the sale of division assets was $988,845, net of income taxes of
$247,211.
-36-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1999
(Continued)
NOTE 7 - LEASES
The Company leases office space to various tenants under operating leases
expiring from 2000 to 2007. The Company's basis in the property held for
lease at December 31, 1999 and 1998 is as follows:
1999 1998
Land $ 37,803 37,803
Building and improvements 750,240 538,519
------- -------
788,043 576,322
Less accumulated depreciation 231,056 166,195
------- -------
$556,987 410,127
======= =======
Minimum future rental income under noncancelable leases as of December 31,
1999, is as follows:
Year ending December 31,
2000 $444,998
2001 236,653
2002 292,268
2003 299,327
2004 163,171
The Company incurred rental expense under operating leases of approximately
$10,000, $12,000 and $12,000 for the three years ended December 31, 1999,
1998 and 1997, respectively.
NOTE 8 - EMPLOYEE BENEFIT PLANS
The Company maintains a noncontributory defined benefit pension plan for
certain eligible salaried and hourly employees. The funded status and net
pension credit recognized in the accompanying consolidated financial
statements consisted of:
-37-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1999
(Continued)
NOTE 7 - EMPLOYEE BENEFIT PLANS (Continued)
1999 1998
Change in benefit obligations:
Benefit obligation - January 1, $ 8,378,668 8,217,896
Service cost 45,254 56,329
Interest cost 531,093 527,039
Actuarial gain 36,941 200,454
Benefits paid (580,415) (623,050)
---------- ----------
Benefit obligation - December 31, 8,411,541 8,378,668
---------- ----------
Change in plan assets:
Fair value of plan assets - January 1, 14,813,318 13,002,697
Actual return on plan assets 1,408,834 2,433,671
Benefits paid (580,415) (623,050)
---------- ----------
Fair value of plan assets -
December 31, 15,641,737 14,813,318
---------- ----------
Funded status 7,230,196 6,434,650
Unrecognized prior service cost 315,591 300,693
Unrecognized net gain from actual
experience different from that assumed (3,467,983) (3,331,312)
Unrecognized net transition asset (261,999) (393,000)
---------- ----------
Prepaid pension expense - December 31, $ 3,815,805 3,011,031
========== ==========
-38-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1999
(Continued)
NOTE 8 - EMPLOYEE BENEFIT PLANS (Continued)
1999 1998 1997
Components of net periodic
benefit costs:
Service cost $ 48,196 56,329 59,362
Interest cost 526,014 527,039 513,756
Return on plan assets:
Actual (1,408,834) (2,433,671) (2,273,604)
Deferred 70,136 1,352,369 1,394,543
Amortization of prior
service cost 90,715 90,717 90,715
Amortization of net
transition asset (131,001) (131,001) (131,001)
--------- --------- ---------
Periodic pension benefit $ (804,774) (538,218) (346,229)
========= ========= =========
Significant actuarial assumptions used in the above computations include the
following:
1999 1998
Assumed discount rate 6.5% 6.5%
Expected long-term rate of return on
plan assets 8.0% 8.0%
Rate of increase in future compensation levels 5.0% 5.0%
Average remaining service period 15 years 15 years
Pension plan assets are invested primarily in U.S. Government guaranteed debt
securities and publicly-traded stocks and bonds. The vested actuarial present
value of benefit obligations is based upon the participant's expected date of
separation or retirement.
Company contributions to union sponsored multi-employer pension plans amounted
to $2,900 in 1999, $7,700 in 1998 and $11,000 in 1997. The Company's
relative position and undertaking in regard to these plans is not readily
determinable. Company contributions to its defined contribution plan were
$18,000 in 1999 $16,000 in 1998 and $16,000 in 1997.
-39-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1999
(Continued)
NOTE 8 - EMPLOYEE BENEFIT PLANS (Continued)
The Company maintains a stock option plan that provides for the granting of
options to certain key employees to purchase shares of treasury stock at such
price as may be determined by the Board of Directors. If the employee
voluntarily leaves the Company within two years of exercising a stock option,
for reasons other than death or disability, the Company may, at its option,
reacquire the employee's stock at the original exercise price within three
months of the employee's termination.
In January 2000, the Company's Board of Directors ratified a December 1999
resolution of its executive committee making treasury shares available for
purchase by Directors at the lowest price for which a sale is made on the
date of exercise up to a maximum of 25,000 shares per year. Shares purchased
under this policy may not be transferred for a period of six months to anyone
other than the Company, another director, or in the event of the death of the
director, to the director's estate. The resolution provided for said policy
to continue until rescinded by the Board of Directors. Three directors
purchased 22,799 shares during the year under this resolution.
In 1999, the Company's Stock Option Committee granted options to purchase not
more than 50,000 shares of treasury stock at $31 per share to the President of
the Company. These stock options expire in December 2002. No options were
exercised under this grant during 1999.
NOTE 9 - COMMITMENTS AND CONTINGENCIES
The Company has been advised that it is a potentially responsible party,
together with eighteen other parties, with regard to the Resolve, Inc.
Superfund Site, located in North Dartmouth, Massachusetts with potential
joint and several liability of $5.7 million. The Company is contesting any
liability for this site. The Company has not received notice of a claim
or assessment and its liability cannot be estimated at this time. There may
be other potential clean-up liability at other sites of which the Company has
no specific knowledge.
The Company is involved in litigation matters and other claims which are
normal in the course of operations. Management believes that the resolution
of these matters will not have a material effect on the Company's business or
financial condition.
At December 31, 1999 approximately 47% of the Company's labor force was
subject to collective bargaining agreements which expire in October, 2002.
-40-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1999
(Continued)
NOTE 10 - REDEEMABLE PREFERRED STOCK
In 1997, the Company, at it's option, redeemed all of the outstanding shares
of the $4.50 Cumulative Preferred stock and $3.00 Prior Preferred stock for
$100.00 per share. A preference of $31,000 in excess of the stated value
was paid.
NOTE 11 - INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Alternative minimum
tax credits may be carried forward indefinitely. In accordance with SFAS No.
109, a deferred tax liability of $158,000 is not recognized for undistributed
earnings of a subsidiary arising before 1993. These earnings will be subject
to tax when distributed.
Significant components of the Company's deferred tax liabilities and assets as
of December 31 are as follows:
1999 1998
Deferred tax liabilities:
Excess tax depreciation $ 76,419 81,198
Prepaid pension expense 1,326,945 1,052,881
Undistributed earnings of
domestic subsidiary 169,571 167,332
Joint venture income 133,275 -
Unrealized holding gains 24,651,213 27,048,661
---------- ----------
Total deferred tax liabilities 26,357,423 28,350,072
---------- ----------
Deferred tax assets:
Vacation accruals 42,318 50,027
Allowance for doubtful accounts 54,007 87,111
Accrued other expenses 14,498 16,456
Alternative minimum tax credit
and general business credit
carryforward 786,985 721,121
---------- ----------
Total deferred tax assets 897,808 874,715
---------- ----------
Net deferred tax liabilities $25,459,615 27,475,357
========== ==========
-41-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1999
(Continued)
NOTE 11 - INCOME TAXES (Continued)
Significant components of the income tax provision are as follows:
1999 1998 1997
Current $ 35,146 196,786 302,485
Deferred 381,707 82,751 50,485
------- ------- -------
Income tax from
continuing operations 416,853 279,537 352,970
Tax on discontinued and
disposed operations 231,447 17,409 41,839
------- ------- -------
Total income tax $648,300 296,946 394,809
======= ======= =======
A reconciliation of income tax at the federal statutory rate of 34% to the
income tax provision follows:
1999 1998 1997
Income taxes from continuing
operations at federal statutory rate $ 678,907 565,902 670,283
Increase (reduction) in taxes
resulting from:
Domestic corporation dividend
received deduction (442,271) (320,641) (386,211)
Amortization 16,386 16,386 16,386
AMT credit allocated to
discontinued operations 162,012 12,186 29,287
Other-net 1,819 5,704 23,225
------- ------- -------
Income tax provision - current
operations 416,853 279,537 352,970
Income taxes on discontinued
and disposed operations 231,447 17,409 41,839
------- ------- -------
Total income tax provision $ 648,300 296,946 394,809
======= ======= =======
-42-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1999
(Continued)
NOTE 12 - FINANCIAL INSTRUMENTS
The carrying amounts of cash, accounts receivable, notes receivable and
current liabilities approximate fair value. The fair value of marketable
securities was determined based on quoted market prices.
Financial instruments which potentially subject the Company to concentrations
of credit risk are cash investments which may, at times, exceed federally
insured limits, notes receivable and marketable securities. The Company
places its cash investments with high-credit-quality financial institutions.
The borrower's credit worthiness has been evaluated in connection with the
note receivable. The Company does not believe significant concentration of
credit risk exists with respect to these financial instruments. Concentrations
in marketable securities are as disclosed in Note 2.
NOTE 13 - BUSINESS SEGMENTS
The Company's reportable segments are strategic business units that offer
different products and services. They are managed separately because each
business requires different technology and marketing strategies. The Company
has three reportable segments: rubber and foam, bowling pins, and real estate
operations. The Rubber and Plastics segment has been renamed Rubber and Foam
Products due to its sale of the Company's Walnut Ridge plastics operations.
The rubber and foam segment produces foam products and uncured rubber as well
as rubber products for the shoe industry. Operations in the bowling pin
segment involve the sale of bowling pins and production of bowling pins
through its 50% owned joint venture. The real estate operations segment
consists of rental real estate and undeveloped real estate from which income
is currently derived from the sale of timber. Total revenue by segment
includes both sales to unaffiliated customers, as reported in the Company's
consolidated income statement, and intersegment sales which are accounted for
generally at current market prices.
The Company sells its products principally within the United States. Sales in
various foreign countries totaled $386,000 in 1999, $537,000 in 1998 and
$983,000 in 1997. The Company does not have assets located outside the
United States.
Operating profit is total revenue less operating expenses. In computing
operating profit, the following items have not been added or deducted:
general corporate expenses, interest expense, federal and state income taxes,
dividend and interest income and nonrecurring gains or losses realized on the
-43-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1999
(Continued)
NOTE 13 - BUSINESS SEGMENTS (Continued)
sale of property, equipment and marketable securities. Revenue from timber
sales is reported in the consolidated statement of income under gains on sale
of property, equipment and investments.
Identifiable assets are reported for the Company's operations in each segment.
Corporate assets consist principally of cash, marketable securities, notes
receivable and prepaid pension expense. To reconcile industry information
with consolidated amounts, intersegment sales of $403,586 in 1999, $534,937
in 1998 and $968,217 in 1997 have been eliminated.
More than ten percent of aggregate revenues were derived from certain
customers. The rubber and foam segment had sales to a single customer
amounting to $904,000 in 1998 and $2,483,000 in 1997.
Information relative to the major segments of the Company's operations
follows:
1999 1998 1997
SALES TO UNAFFILIATED CUSTOMERS:
Rubber and Foam $ 6,880,103 6,113,730 6,953,088
Bowling Pins 1,686,027 2,221,122 2,199,621
Real Estate Operations 804,032 691,846 912,384
---------- ---------- ----------
$ 9,370,162 9,026,698 10,065,093
========== ========== ==========
INTERSEGMENT SALES:
Rubber and Foam $ 24,591 35,041 69,411
Discontinued Operations 3,931 68,978 22,800
Bowling Pins 375,064 430,918 876,006
---------- ---------- ----------
$ 403,586 534,937 968,217
========== ========== ==========
INTEREST INCOME:
Bowling Pins $ 28,506 31,920 27,252
Bowling Pins - Intercompany 4,959 4,881 7,353
Real Estate Operations 8,784 50,571 82,616
Corporate 11,938 25,660 61,549
---------- ---------- ----------
$ 54,187 113,032 178,770
========== ========== ==========
-44-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1999
(Continued)
NOTE 13 - BUSINESS SEGMENTS (Continued)
1999 1998 1997
OPERATING PROFIT (LOSS):
Rubber and Foam $(1,179,291) (960,571) (532,151)
Bowling Pins 733,963 215,079 512,975
Real Estate Operations 321,011 403,522 618,238
---------- ---------- ----------
SUBTOTAL (124,317) (341,970) 599,062
GENERAL CORPORATE INCOME 2,279,402 2,052,402 1,397,850
INTEREST EXPENSE - INTERCOMPANY (4,959) (4,881) (7,353)
INTEREST EXPENSE - OTHER (153,342) (41,135) (18,140)
---------- ---------- ----------
INCOME FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES 1,996,784 1,664,416 1,971,419
INCOME TAX PROVISION 416,853 279,537 352,970
---------- ---------- ----------
NET INCOME FROM CONTINUING
OPERATIONS 1,579,931 1,384,879 1,618,449
DISCONITUED OPERATIONS:
Gain on disposal of division
assets, net of income tax 988,845 - -
Income (loss) from operations,
net of income tax (63,056) 69,637 167,356
---------- --------- ---------
NET INCOME $ 2,505,720 1,454,516 1,785,805
========== ========= =========
DEPRECIATION AND AMORTIZATION:
Rubber and Foam $ 346,438 393,561 458,834
Bowling Pins 832 490 -
Real Estate Operations 69,099 53,715 57,335
Corporate and Other 60,696 38,114 40,055
Discontinued Operations 16,601 37,916 51,690
---------- ---------- ----------
$ 493,666 523,796 607,914
========== ========== ==========
IDENTIFIABLE ASSETS:
Rubber and Foam $ 3,237,810 2,910,662 2,787,352
Bowling Pins 1,762,718 1,558,381 2,111,529
Real Estate Operations 1,002,829 823,484 1,945,314
Corporate and Other 83,538,066 89,438,698 75,259,039
Discontinued Operations - 280,513 312,359
---------- ---------- ----------
$89,541,423 95,011,738 82,415,593
========== ========== ==========
-45-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1999
(Continued)
NOTE 13 - BUSINESS SEGMENTS (Continued)
1999 1998 1997
CAPITAL EXPENDITURES:
Rubber and Foam $ 119,254 594,018 167,488
Bowling Pins - 3,396 -
Real Estate Operations 212,147 54,503 3,456
Discontinued Operations 10,745 5,486 12,202
---------- ---------- ----------
$ 342,146 657,403 183,146
========== ========== ==========
EQUITY IN JOINT VENTURE INCOME
INCLUDED IN BOWLING PIN OPERATING
INCOME $ 836,911 462,394 714,863
========== ========== ==========
INVESTMENT IN JOINT VENTURE
INCLUDED IN BOWLING PIN ASSETS $ - 63,089 350,696
========== ========== ==========
REVENUES:
Total revenues for reportable
segments $ 9,370,162 9,026,698 10,065,093
Timber sales included in gain
on disposal of assets on
consolidated income statement (358,044) (273,158) (486,040)
---------- ---------- ----------
TOTAL CONSOLIDATED REVENUES $ 9,012,118 8,753,540 9,579,053
========== ========== ==========
-46-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1999
(Continued)
NOTE 14 - COMPUTATION OF NET INCOME AND CASH DIVIDENDS PER
COMMON SHARE OUTSTANDING:
1999 1998 1997
a) Income from operations $1,579,931 1,384,879 1,618,449
b) Dividends on preferred shares - - 1,977
--------- --------- ---------
c) Income from operations
attributable to common shares 1,579,931 1,384,879 1,616,472
d) Income (loss) from discontinued
operations, net of tax (63,056) 69,637 167,356
e) Gain on sale of division assets,
net of taxes 988,845 - -
--------- --------- ---------
f) Net income attributable to
common shares $2,505,720 1,454,516 1,783,828
========= ========= =========
g) Dividends on common shares $ 884,955 943,414 991,876
========= ========= =========
Weighted average shares:
h) Common shares issued 1,999,512 1,999,512 1,999,512
i) Common treasury shares 879,149 815,780 757,499
--------- --------- ---------
j) Common shares outstanding 1,120,363 1,183,732 1,242,013
========= ========= =========
k) Income per common share
outstanding:
Continuing operations (c/j) $ 1.41 1.17 1.30
Discontinued operations (d/j) (.06) .06 .14
Gain on sale of division
assets (e/j) .88 - -
--------- --------- ---------
Net income per common share
outstanding $ 2.23 1.23 1.44
========= ========= =========
l) Dividends paid per common share $ .80 .80 .80
========= ========= =========
-47-
VULCAN INTERNATIONAL CORPORATION
Corporate Office
300 Delaware Avenue, Suite 1704
Wilmington, Delaware 19801
VULCAN CORPORATION
Office and Manufacturing Plant Accounting Office
1151 College Street 30 Garfield Place
Clarksville, Tennessee Cincinnati, Ohio 45202
OTHER MANUFACTURING PLANT
Antigo, Wisconsin
SALES OFFICES
Cincinnati, Ohio Clarksville, Tennessee
STOCK TRANSFER AND REGISTRAR
Fifth Third Bank
Shareholder Services
AUDITORS
J.D. Cloud & Co. L.L.P.
Cincinnati, Ohio
-48-
VULCAN INTERNATIONAL CORPORATION
Five-Year Record
Selected Financial Data
1999 1998 1997 1996 1995
------ ------ ------ ------ ------
Net revenue -
continuing
operations $10,919,626 10,582,060 11,373,204 14,301,258 15,325,939
Income (loss)
from continuing
operations before
taxes 1,996,784 1,664,416 1,971,419 2,227,789 (844,461)
Income taxes
(benefit) 416,853 279,537 352,970 474,499 (540,684)
Net income (loss)
from continuing
operations 1,579,931 1,384,879 1,618,449 1,753,290 (303,777)
Income (loss) from
disposed operations,
net of tax (63,056) 69,637 167,356 205,062 215,754
Gain on sale of
disposed operations,
net of tax 988,845 - - - -
Net income (loss) 2,505,720 1,454,516 1,785,805 1,958,352 (88,023)
Income (loss) per
common share:
Continuing
operations 1.41 1.17 1.30 1.46 (.24)
Discontinued
operations (.06) .06 .14 .17 .17
Gain on disposal
of discontinued
operations .88 - - - -
Net income 2.23 1.23 1.44 1.63 (.07)
Dividends per
common share .80 .80 .80 .80 .80
Property, plant
and equipment (net) 2,618,649 2,798,825 2,498,771 2,955,657 2,851,181
Depreciation 488,591 513,045 594,138 662,687 677,631
Current assets 53,283,499 53,506,019 38,900,356 28,500,783 23,624,962
Ratio current
assets to current
liabilities 2.90 to 1 2.99 to 1 3.38 to 1 3.62 to 1 2.80 to 1
Total assets 89,541,423 95,011,738 82,415,593 59,848,623 51,076,828
-49-
VULCAN INTERNATIONAL CORPORATION
Five-Year Record
Selected Financial Data
(Continued)
Long-term debt - - - - -
Redeemable
preferred stock
(solely at the
option of the
issuer) - - - 66,060 66,060
Accumulated other
comprehensive
income 47,852,421 52,506,224 43,211,515 27,983,826 21,977,823
Total share-
holders' equity 61,117,962 65,295,924 58,494,990 43,948,759 36,105,488
Book value per
common share 55.23 57.46 48.05 35.04 29.72
-50-
VULCAN INTERNATIONAL CORPORATION
Selected Quarterly Financial Data
Selected Quarterly Financial Data
Income Earnings Per Share:
Gross From Income from
Total Profit Continuing Net Continuing Net
Revenues (Loss) Operations Income Operations Income
(1) (1)
-------- --------- ---------- ------ ------------------
1999
----
First Quarter $ 2,541,003 (1,295) 65,361 45,444 0.06 0.04
Second Quarter 2,543,723 (59,420) 309,435 367,242 0.28 0.33
Third Quarter 3,313,022 193,619 326,686 1,214,369 0.30 1.11
Fourth Quarter 2,521,878 (372,618) 878,449 878,665 0.77 0.75
---------- ------- --------- --------- ---- ----
Total $10,919,626 (239,714) 1,579,931 2,505,720 1.41 2.23
========== ======= ========= ========= ==== ====
1998
----
First Quarter $ 3,059,472 211,727 692,010 716,095 0.57 0.59
Second Quarter 2,497,490 (129,304) 74,643 119,652 0.06 0.10
Third Quarter 2,700,372 90,617 73,017 70,706 0.06 0.06
Fourth Quarter 2,324,726 (252,709) 545,209 548,063 0.48 0.48
---------- ------- --------- -------- ---- ----
Total $10,582,060 (79,669) 1,384,879 1,454,516 1.17 1.23
========== ======= ========= ========= ==== ====
[FN]
(1) Represents income from continuing operations, adjusted to give retroactive
effect to the disposition of the Walnut Ridge plastics operations.
-51-
EXHIBIT 20
VULCAN INTERNATIONAL CORPORATION
300 Delaware Avenue
Wilmington, Delaware 19801
Notice of Annual Meeting of Shareholders
To Be Held May 3, 2000
The Annual Meeting of Shareholders of Vulcan International Corporation
will be held at 1151 E. College St., Clarksville, Tennessee on
Wednesday May 3, 2000 at 11 a.m. for the following purposes:
1. To elect Directors.
2. To vote upon a proposed amendment to the By-laws of the
Company whereby the number of Directors of the Company would
be reduced from seven (7) to six (6) and whereby the Board of
Directors would have the authority thereafter to set the
number of Directors of the Company at not less than five (5)
nor more than nine (9).
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has established the close of business on March
22, 2000 as the record date for determining those shareholders who will
be entitled to vote at the meeting.
Wilmington, Delaware BY ORDER OF THE BOARD OF DIRECTORS
March 23, 2000 VERNON E. BACHMAN, SECRETARY
PLEASE READ THE PROXY STATEMENT AND THEN PROMPTLY COMPLETE, EXECUTE AND
RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID
ENVELOPE. YOU CAN SPARE YOUR COMPANY THE EXPENSE OF FURTHER PROXY
SOLICITATION BY RETURNING YOUR PROXY CARD PROMPTLY.
-52-
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of and at the
cost of Vulcan International Corporation (the "Company"). Under the
Delaware statutes, any shareholder may revoke a proxy by voting in
person at the meeting or by delivering a later dated proxy or other
writing revoking the proxy before it is voted at the meeting.
The Board of Directors has established as the record date for
determining shareholders entitled to notice and to vote at the meeting,
the close of business March 22, 2000.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company, as of February 1, 2000 had outstanding 1,108,905 shares of
common capital stock, each of which is entitled to one vote. There are
no other voting or equity securities outstanding. There is set forth
below information with respect to the stock ownership of any person who
is known to be the beneficial owner of more than 5% of the Company's
common stock and the stock ownership of management as of February 1,
2000.
HOLDERS OF 5% OR MORE
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership of Class
- ------------------------------------------------------------------------
Dimensional Fund Advisors, Inc. Directly Owned: 63,199
1299 Ocean Avenue Indirectly Owned:
Santa Monica, CA 90401 Total Owned: 63,199 5.7%
William T. Crutchfield Directly Owned: 52,995
7655 Foxgate Lane Indirectly Owned: 6,102
Cincinnati, OH 45243 Total Owned: 59,097 5.3%
Deliaan A. Gettler(1) Directly Owned: 3,100
9200 Old Indian Hill Rd. Indirectly Owned: 378,372(1)
Cincinnati, OH 45243 Total Owned: 381,472 34.4%
Lloyd I. Miller III Directly Owned: 91,215
4550 Gordon Dr. Indirectly Owned: 7,000
Naples, FL 33940 Total Owned: 98,215 8.9%
(1) Deliaan A. Gettler is the wife of Benjamin Gettler, Chairman of the
Board and President of the Company. Mr. Gettler owns 31,915 shares
directly and 11,728 shares indirectly. Mrs. Gettler is trustee of
the Gettler Family Special 1997 Trust which owns 330,000 shares and
holds 4,729 shares as custodian for Benjamin R. Gettler, son of Mr.
and Mrs. Gettler.
-53-
SECURITY OWNERSHIP OF MANAGEMENT
The total number of equity securities of the Company owned by all
directors and officers of the Company as a group (8) as of February 1,
2000 is set forth below:
Amount and Nature of Beneficial Ownership Percent of Class
- -----------------------------------------------------------------------
Directly Owned: 126,765
Indirectly Owned: 352,559
Total Owned: 479,324 43.2%
The share ownership of each of the directors and nominees is set forth
below under the heading Election of Directors.
CHANGE IN NUMBER OF DIRECTORS
Article II, Section 1 of the current By-laws provides as follows:
"The Board of Directors shall consist of nine (9)
members unless changed at a meeting of shareholders
called for the purposes of electing directors, at which
a quorum is present, by the affirmative vote of the
holders of a majority of shares which are represented at
the meeting and entitled to vote on such proposal;
provided, nevertheless, that the Board of Directors may
at any meeting of the board at which a quorum is
present, by a majority vote, set the number of directors
at not less than seven (7) nor more than eleven (11);
provided, further, that such power to change the number
of directors by action of the Board of Directors may not
remove any director prior to the expiration of a
director's term of office."
At a meeting of the Board of Directors held on February 24, 1997, a
resolution was adopted pursuant to which the number of directors was
set at seven. There are currently seven (7) directors serving. One
director is retiring. The board believes that, at this time, a six (6)
member board is sufficient to serve the needs of the Company and
shareholders. Accordingly, the Board has adopted a resolution and
proposes that the By-laws be amended to reduce the number of directors
from seven (7) to six (6) at this Shareholders' meeting and to give the
Board the authority subsequently to change the number of directors to
not less than five (5) nor more than nine (9). If the recommendation
is adopted, Article II, Section 1 would be deleted in its entirety and
the following substituted in its place:
-54-
"The Board of Directors shall consist of six (6) members
unless changed at a meeting of shareholders called for the
purposes of electing Directors, at which a quorum is
present, by the affirmative vote of the holders of a
majority of shares which are represented at the meeting and
entitled to vote on such proposal; provided, nevertheless,
that the Board of Directors may at any meeting of the Board
at which a quorum is present, by a majority vote, set the
number of Directors at not less than five (5) nor more than
nine (9); provided, further, that such power to change the
number of Directors by action of the Board of Directors may
not remove any Director prior to the expiration of a
Director's term of office."
ELECTION OF DIRECTORS
The shares represented by the proxies will be voted for the election of the
six (6) nominees listed below, each of whom is presently a Director. If
any such nominee shall be unable to serve (which is not now contemplated)
discretionary authority may be exercised to vote for a substitute. The
terms of all of the present Directors expire upon the election of their
successors in 2000. The following information is given with respect to the
six (6) nominees based upon the records of the Company and information
furnished by each nominee as of February 1, 2000.
NOMINEES
Number of
First Shares Owned
Name and Became Directly or Percent
Principal Occupation Age Director In Indirectly (1) Owned
- ------------------------------------------------------------------------
Leonard Aconsky 69 l993 5,800 (2)
Consultant to and director
of Acotech Services, a
consulting firm on building
life safety systems; retired
in 1993 as Vice-President and
World-Wide Technical
Coordinator WITCO, a manufacturer
of specialty chemical products;
Director, Vulcan Corporation,
operating subsidiary of Company
-55-
Dennis J. Buckley 51 1991 90 (2)
General Counsel, Vulcan
International Corporation and
Subsidiaries
William T. Crutchfield 76 1963 59,097 5.3%
Retired Vice President
Thomson McKinnon Securities, Inc.
Investment Services
Benjamin Gettler (3)(4) 74 1960 381,472 34.4%
Chairman of the Board and
President Vulcan International
Corporation and its operating
subsidiary company, Vulcan
Corporation
Thomas D. Gettler, Esq. (4) 41 1992 12,106 1.1%
Attorney
Stanley I. Rafalo, O.D. (4) 75 1975 28,043 2.5%
Doctor of Optometry
(1) This report of share ownership is pursuant to Securities & Exchange
Commission regulations and, therefore, includes shares of close
family members residing in nominees' households for which shares
Directors disclaim beneficial ownership.
(2) Ownership is less than 1%.
(3) The number of shares shown include shares owned directly and
indirectly by Deliaan A. Gettler, his wife, and shares referred to
in footnote (4) below. Mr. Gettler disclaims beneficial ownership
of any of those shares.
(4) The number of shares shown as owned directly by Stanley I. Rafalo
includes 9,043 shares of common capital stock of the Company held by
him as a trustee of various trusts for the benefit of persons
related to Benjamin Gettler.
-56-
EXECUTIVE COMPENSATION
The following table shows the compensation and stock option awards for
the last three fiscal years, and other annual compensation and all other
compensation for 1999, to the Chief Executive Officer who was the only
executive officer whose compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
-------------------------------------- ------------
Other
Annual
Name and Year Salary Bonus Compen- Options/ All other
Principal Position sation SARs Compensation
($) (#) (1)
- -----------------------------------------------------------------------------
Benjamin Gettler
Chairman of the
Board and President 1999 $275,000 $25,000 0 50,000(2) $13,000
1998 275,000 25,000 0 0 13,000
1997 275,000 25,000 0 0 12,750
(1) Director and Executive Committee Fees.
(2) Mr. Gettler did not exercise any options in 1999. At the end of 1999,
there were options on 50,000 shares outstanding at a price of $31.00
per share.
STOCK OPTION PLAN
The Vulcan International Corporation Stock Option Plan (the "Plan") was
adopted by the Board of Directors of the Company in 1991. The purpose of the
Plan is to provide additional incentives in order that the Company may retain
key personnel. The Plan provides for the granting of options to purchase
-57-
totaling not more than 300,000 shares of common stock from the Company's
treasury shares of which 127,000 have not previously been granted. The Plan
is administered by a Stock Option Committee consisting of not less than three
(3) Directors of the Corporation who are not eligible to receive options
under the Plan. The current Committee consists of Directors Crutchfield,
Rafalo and Aconsky. The Committee determines the key employees to whom the
options are granted, the term of the option and the number of shares of each
grant subject to the option. The option price is such price as may be
determined by the Board of Directors. Each option continues for the period
determined by the Committee, which shall be not less than one (1) year or
more than three (3) years from the date of its grant. The Plan provides that
each key employee to whom an option is granted shall as a condition of his
right to exercise such option, agree to remain in the continuous employment
of the Company for a period of at least two years from the date of exercise
of the option, unless he is prevented from doing so by death or disability.
Under the Plan, the Company has the option to repurchase shares from an
optionee who terminates employment prior to the expiration of the two-year
period.
OPTION GRANTS IN LAST FISCAL YEAR
Potential
Realizable
Value at
% of Total Assumed Annual
Options Rates
Number of Granted to Exercise of Stock Price
Options Employees or Base Appreciation
Granted in Fiscal Price Expiration for Option
Name (#/Sh) Year ($/Sh) Date 5% 10%
- -----------------------------------------------------------------------------
Benjamin Gettler
Chairman of the
Board and President 50,000 100% $31.00 12/5/2002 $244,500 $513,050
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
None
-58-
PENSIONS
Under the terms of the Company's retirement Plan for salaried employees,
salaried personnel are entitled to retire at age 65 with benefits computed on
the basis of salary and length of service. The maximum length of service
which can be taken into account is 30 years. The method of computing
benefits under the retirement plan is: the number of years of employment
multiplied by the sum of 1.0% of average monthly salary and .65% of such
salary in excess of Social Security covered compensation (all based on the
highest 60 consecutive monthly salaries). The aggregate contribution made
for the 1998-99 Plan year was $-0-. For purposes of the Plan, annual
compensation means a participant's W-2 earnings for federal income tax
purposes, excluding commissions and taxable fringe benefits. Mr. Gettler has
reached normal retirement age and has more than 30 years of service. Mr.
Gettler currently receives $148,586 per year from the Plan based upon his
selection of a joint and 100% survivor benefit.
PERFORMANCE GRAPH
5-YEAR CUMULATIVE TOTAL RETURN
COMPARISON OF VULCAN INTERNATIONAL CORPORATION WITH
AMEX MARKET INDEX AND PEER GROUP INDEX
FISCAL YEAR ENDING
1994 1995 1996 1997 1998 1999
VULCAN INTERNATIONAL
CORPORATION 100.00 128.48 188.54 246.01 221.00 206.57
CUSTOMER SELECTED STOCK LIST 100.00 136.01 157.34 197.17 158.17 92.94
AMEX MARKET INDEX 100.00 128.90 136.01 163.66 161.44 201.27
ASSUMES $100 INVESTED ON JANUARY 1, 1995
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DECEMBER 31, 1999
-59-
COMPANIES COMPRISING THE PEER GROUP
The Company is a supplier to the shoe industry. Accordingly, the peer group
used in constructing the graph in the Proxy Statement showing the yearly
percentage change in cumulative total return has always included the complete
list of suppliers to the shoe industry provided by the Footwear Industries of
America, the industry association. Since the Company has expanded its
position as a manufacturer and supplier of foam products, in 1998 the Company
added to its peer group the Rogers Corp., which is a corporation listed on
the American Stock Exchange and which is in the business of processing and
selling foam products. Accordingly, the peer group for 1999 is:
Georgia Bonded Fibres
Goodyear Tire & Rubber Co.
Jaclyn Inc.
Katy Ind.
Lydall Inc.
Rogers Corp.
Vista Resources Inc.
Vulcan International Corporation
DIRECTORS' MEETINGS, COMMITTEE INFORMATION, FEES AND
OTHER DIRECTOR TRANSACTIONS
There were five (5) meetings of the Board of Directors in 1999. All
Directors attended at least 75% of the total number of Directors' meetings
and all Directors attended at least 75% of Committee meetings held by
committees on which they served.
The Board of Directors has established two standing committees, namely, an
Executive Committee and an Audit and Compensation Committee. The Executive
Committee currently consists of Directors Crutchfield, B. Gettler, Rafalo and
Buckley and has, in the interim between meetings of the Board of Directors,
all of the powers of the Board subject to certain limitations. There were
four (4) meetings of the Executive Committee in 1999.
The Audit and Compensation Committee currently consists of Messrs. Lewis,
Aconsky and Rafalo. The Audit and Compensation Committee reviews the
adequacy and sufficiency of the Company's accounting procedures, reviews a
report from the independent CPAs prior to the publication of the audited
financial statements and considers and recommends to the Board of Directors
the selection of the independent CPAs to examine the consolidated financial
statements of the Company for the next year. The Committee also reviews and
recommends the salary and bonus of the Company's chief executive officer.
The Audit and Compensation Committee had two meetings in 1999.
-60-
The Company pays each of its Directors $8,000 per year as a director fee. In
addition, the members of the Executive Committee are paid $5,000 per year for
serving on that Committee. The members of the Audit and Compensation
Committee are paid $300 per meeting attended.
There is in effect a Resolution of the Board of Directors pursuant to which
any Director may purchase up to 25,000 treasury shares of company stock at
the lowest price for which a sale is made on the date of the exercise of such
election to purchase. In 1999, there were 22,799 shares purchased pursuant
to this Resolution.
During the year 1999, the Company and its subsidiary companies accrued a
total of $78,975 to the law firm of Gettler & Buckley for all legal services
to those companies and to Vulcan-Brunswick, a joint venture owned 50% by the
Company. None of those fees was for services of Benjamin Gettler. Directors
Benjamin Gettler and Dennis J. Buckley are members of Gettler & Buckley.
COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
Committee's Compensation Policy
It is the policy of the Compensation Committee that the Company's Executive
Officers should be compensated in accordance with the responsibilities of
their position, and their performance in office. Included among the factors
considered by the Compensation Committee in carrying out such compensation
policies are the historical compensation paid officers of this Company and
the compensation paid to executives in similar positions in other companies
as well as the Company performance in the fiscal year in question compared to
prior fiscal years. The Compensation Committee reviews all relevant factors
relating to such performance, including the general economic climate and the
climate of the particular industries in which this Company is involved.
In carrying out the foregoing policies, the Compensation Committee also used
the factors and criteria set forth hereinafter in determining the annual
compensation of the Chief Executive Officer and President of the Company for
1999 and his salary for 2000. The position of Chief Executive Officer and
President is held by a single individual, Mr. Benjamin Gettler.
The Company currently has only one officer who is paid over $100,000 per year
compared to three such officers prior to Mr. Gettler assuming the position of
Chief Executive Officer and President following the death of then C.E.O.
Lloyd Miller in April, 1990. In the year preceding his death, Mr. Miller and
Mr. Gettler were paid a total of $497,000. The two offices were combined and
Mr. Gettler has carried out all of the duties of both offices.
-61-
The Company suffered a loss in 1995. A number of strategic decisions were
made in early 1996 under the leadership of Mr. Gettler. As a result of those
strategic decisions and the follow-up required to execute those decisions,
the Company experienced a significant turnaround in subsequent periods. In
the first ten months of 1999, the Company has had an unaudited consolidated
net profit after tax of $950,854 on continuing operations. Additionally, in
1999, Mr. Gettler successfully negotiated the sale of the Walnut Ridge plant
to Jones & Vining. The net profit after tax on that sale was $988,845.
During the past three years, Mr. Gettler's annual compensation has been as
follows:
Year Salary Bonus Total
---- ------ ----- -----
1998 $275,000 $25,000 $300,000
1997 275,000 25,000 300,000
1996 225,000 64,500 289,500
The Committee has determined that a bonus of $25,000 is appropriate for 1999
which will result in his total salary plus bonus being the same as in 1998.
The Committee also has determined to keep Mr. Gettler's base salary at the
same level in 2000 as in 1999, namely, $275,000.
Audit and Compensation Committee December 10, 1999
Leonard Aconsky James K. Lewis Stanley I. Rafalo Committee Members
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The principal accountant of the Company is J. D. Cloud & Co. L.L.P.,
certified public accountants. That firm has acted as the principal
accountant of the Company since 1956. At the meeting of the Board of
Directors following the May, 1999 meeting, the Board again selected that firm
to continue to serve as the Company's principal independent public
accountants. The practice of the Board of Directors in making a selection at
such meeting has been followed by the Company since 1956. The same practice
will be followed after the May, 2000 Annual Meeting of Shareholders.
Management is not aware of any intended change of principal independent
public accountants. Representatives of J. D. Cloud & Co. L.P.P. are not
expected to attend the Annual Meeting.
-62-
PROPOSALS OF SECURITY HOLDERS
No shareholder proposals will be considered at this year's annual meeting.
In the event that any security holder intends to present a proposal at the
2001 annual meeting of the Company and such security holder desires that the
proposal be included in the Company's proxy statement and form of proxy
relating to that meeting, such proposal must be received by the Company by no
later than 4:30 P.M. December 1, 2000.
GENERAL
The Company, as of February 1, 2000 had outstanding 1,108,905 shares of
capital stock, each of which is entitled to one vote. The record date for
determining shareholders entitled to notice and to vote at the meeting is
close of business March 22, 2000.
The management knows of no other business to be brought before the meeting
for action by the shareholders. If any other matters properly come before
the meeting, the proxies in the enclosed form, unless otherwise specified,
will be voted on such matters in accordance with the judgment of the Proxy
Committee.
BENJAMIN GETTLER
/s/ Benjamin Gettler
------------------------
Chairman of the Board
and President
-63-
VULCAN INTERNATIONAL CORPORATION
PROXY
The undersigned hereby appoints William T. Crutchfield, Dr. Stanley I.
Rafalo, and Dennis J. Buckley or any of them with full power of substitution,
as the proxies of the undersigned to vote at the Annual Meeting of
Shareholders of Vulcan International Corporation to be held on Wednesday, May
3, 2000 at 11:00 A.M. at 1151 E. College St., Clarksville, Tennessee, and at
any adjournment thereof, all the shares of stock of the Company the
undersigned would be entitled to vote if personally present, hereby granting
to each of them full power and authority to act for and in the name of the
undersigned at said meeting and adjournments upon the following:
(Continued on reverse side)
Please mark
your votes as
Indicated in
this example
(1) The election of Directors and all
nominees listed in the Proxy Statement
except as marked to the contrary below. (2) In their discretion, the
proxies are authorized
to vote upon such other
business as may properly
come before the meeting.
(INSTRUCTION: To withhold authority to
vote for any individual nominee
Or nominees, draw a line through that
nominee's name.)
GRANTS WITHHOLDS
Leonard Aconsky, Dennis J. Buckley, William T. Crutchfield,
Benjamin Gettler, Thomas D. Gettler, Stanley I. Rafalo, O.D.
(2) The proposal to reduce the number of members of that Board of Directors
from seven (7) to six (6) and to give the Board of Directors the authority to
change the number of directors from a minimum of five (5) to a maximum of
nine (9).
FOR AGAINST ABSTAINS
-64-
THIS PROXY, SOLICITED BY THE BOARD OF
DIRECTORS WILL BE VOTED AS INSTRUCTED,
UNLESS OTHERWISE INDICATED. THIS PROXY
WILL BE PRESUMED TO BE GRANTS ON ITEM (1),
------
AND FOR ON ITEM (2).
---
Dated ,2000
---------------------------
--------------------------------
Signature
--------------------------------
Signature
(When signing in any other capacity
than as an Individual please so
indicate.)
-65-
Exhibit 21
VULCAN INTERNATIONAL CORPORATION
SUBSIDIARIES OF THE REGISTRANT
At December 31, 1999
STATE OF PERCENTAGE
NAME OF CORPORATION INCORPORATION OF OWNERSHIP
- ------------------- ------------- ------------
Vulcan International Corporation Delaware Parent
Vulcan Corporation Tennessee 100%
Vulcan Blanchester Realty Co. Ohio 100%
Southern Heel Company Tennessee 100%
ACI International, Inc. Delaware 100%
Vulcan Bowling Pin Company Tennessee 100%
Cincinnati Club Building Associates
(Partnership) Ohio 97.51%
-66-
EXHIBIT 99.1
INDEPENDENT AUDITORS' REPORT ON SCHEDULE
To the Board of Directors
Vulcan International Corporation
Wilmington, Delaware
We have audited the Consolidated Financial Statements of Vulcan International
Corporation and subsidiaries as of December 31, 1999 and 1998, and for each of
the three years in the period ended December 31, 1999, and have issued our
report thereon dated February 10, 2000; such Consolidated Financial Statements
and report are included in Part IV, Item 14(a)1 of this Form 10-K and the 1999
Annual Report to Shareholders and are incorporated herein by reference. Our
audit also included the financial statement schedule of Vulcan International
Corporation and subsidiaries listed in Part IV, Item 14(a)2. The financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material
respects the information therein set forth.
/s/ J.D. CLOUD & CO. L.L.P.
Certified Public Accountants
Cincinnati, Ohio
February 10, 2000
-67-
EXHIBIT 99.2
Schedule II
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
1999 1998 1997
The following reserve is deducted in
the balance sheet from the asset to
which it applies
Reserve for Doubtful Accounts
Receivable:
Balance at Beginning of Period $256,211 260,417 282,847
Additions:
(1) Charged to costs and expenses 12,000 12,000 49,500
(2) Charged to Other Accounts - - -
Deductions:
Write off of bad debts 109,367 16,206 71,930
------- ------- -------
Balance at End of Period $158,844 256,211 260,417
======= ======= =======
-68-
EXHIBIT 99.3
VULCAN-BRUNSWICK BOWLING PIN COMPANY
FINANCIAL STATEMENTS
For the year ended December 31, 1999
J.D. CLOUD & CO. L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS
CINCINNATI, OHIO
-69-
INDEPENDENT AUDITORS' REPORT
To the Partners
Vulcan-Brunswick Bowling Pin Company
Antigo, Wisconsin
We have audited the accompanying balance sheets of Vulcan-Brunswick Bowling
Pin Company as of December 31, 1999 and 1998, and the related statements of
income, partners' capital, and cash flows for the years then ended. These
financial statements are the responsibility of the Joint Venture's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Vulcan-Brunswick Bowling Pin
Company at December 31, 1999 and 1998, and the results of its operations and
its cash flows for the years then ended, in conformity with generally accepted
accounting principles.
/s/ J.D. CLOUD & CO. L.L.P.
Certified Public Accountants
Cincinnati, Ohio
January 28, 2000
-70-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
BALANCE SHEETS
At December 31, 1999 and 1998
- ASSETS - 1999 1998
CURRENT ASSETS:
Cash $ 113,191 350,837
Accounts receivable 464,842 666,357
Inventories 484,363 650,916
Prepaid expense 6,343 6,625
--------- ---------
TOTAL CURRENT ASSETS 1,068,739 1,674,735
--------- ---------
PROPERTY, PLANT AND EQUIPMENT:
Land 72,251 72,251
Buildings and improvements 3,997,934 3,994,334
Machinery and equipment 4,939,710 4,807,458
Construction in progress - 30,469
--------- ---------
Total 9,009,895 8,904,512
Less - Accumulated depreciation 5,733,455 5,332,371
--------- ---------
NET PROPERTY, PLANT AND EQUIPMENT 3,276,440 3,572,141
--------- ---------
OTHER ASSETS:
Product development costs and other
intangibles - at cost (less accumulated
amortization; 1999 - $887,956;
1998 - $794,068) 2,862,416 2,956,304
Other 173,946 171,354
--------- ---------
TOTAL OTHER ASSETS 3,036,362 3,127,658
--------- ---------
TOTAL ASSETS $ 7,381,541 8,374,534
========= =========
- LIABILITIES AND PARTNERS' CAPITAL -
CURRENT LIABILITIES:
Accounts payable $ 150,964 38,109
Accrued expenses -
Salaries and wages 72,894 101,954
Taxes and other 98,658 95,514
--------- ---------
TOTAL CURRENT LIABILITIES 322,516 235,577
--------- ---------
PARTNERS' CAPITAL 7,059,025 8,138,957
--------- ---------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL $ 7,381,541 8,374,534
========= =========
The accompanying notes to financial statements are an integral part of this
statement.
-71-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
STATEMENTS OF INCOME
For the years ended December 31, 1999 and 1998
1999 1998
NET SALES $ 9,191,563 10,975,183
--------- ----------
COST AND EXPENSES:
Cost of sales 8,457,964 10,080,489
Administrative 30,000 30,000
Interest - 1,235
---------- ----------
TOTAL COST AND EXPENSES 8,487,964 10,111,724
---------- ----------
INCOME FROM OPERATIONS 703,599 863,459
OTHER INCOME - NET 16,469 34,600
---------- ----------
NET INCOME $ 720,068 898,059
========== ==========
The accompanying notes to financial statements are an integral part of this
statement.
-72-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
STATEMENTS OF PARTNERS' CAPITAL
For the years ended December 31, 1999 and 1998
VULCAN BRUNSWICK TOTAL
BOWLING PIN BOWLING PIN PARTNERS'
COMPANY CORPORATION CAPITAL
BALANCE - JANUARY 1, 1998 $ 4,370,449 4,370,449 8,740,898
Add - Net income 449,029 449,030 898,059
Less - Distributions (750,000) (750,000) (1,500,000)
---------- ---------- ----------
BALANCE - DECEMBER 31, 1998 4,069,478 4,069,479 8,138,957
Add - Net income 360,034 360,034 720,068
Less - Distributions (900,000) (900,000) (1,800,000)
---------- ---------- ----------
BALANCE - DECEMBER 31, 1999 $ 3,529,512 3,529,513 7,059,025
========== ========== ==========
The accompanying notes to financial statements are an integral part of this
statement.
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VULCAN-BRUNSWICK BOWLING PIN COMPANY
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1999 and 1998
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers $ 9,393,078 11,172,421
Cash paid to suppliers and employees (7,741,810) (9,396,777)
Interest received 16,469 20,647
Interest paid - (1,235)
---------- ----------
NET CASH FLOWS FROM OPERATING ACTIVITIES 1,667,737 1,795,056
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (105,383) (233,711)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under credit agreement - 200,000
Principal payments under credit agreement - (200,000)
Cash distributions to partners (1,800,000) (1,500,000)
---------- ----------
NET CASH FLOWS FROM FINANCING ACTIVITIES (1,800,000) (1,500,000)
---------- ----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (237,646) 61,345
CASH AND CASH EQUIVALENTS AT BEGINNING
OF YEAR 350,837 289,492
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 113,191 350,837
========== ==========
RECONCILIATION OF NET INCOME TO NET CASH
FLOWS FROM OPERATING ACTIVITIES:
Net income $ 720,068 898,059
Depreciation 401,084 528,649
Amortization 93,888 93,888
Decrease in accounts receivable 201,515 183,285
Decrease in inventories 166,553 237,434
Increase in prepaid expenses and other (2,310) (189)
Increase (decrease) in accounts payable
and accrued expenses 86,939 (146,070)
---------- ----------
NET CASH FLOWS FROM OPERATING
ACTIVITIES $ 1,667,737 1,795,056
========== ==========
The accompanying notes to financial statements are an integral part of this
statement.
-74-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Joint Venture is a Delaware general partnership formed for the purpose of
manufacturing bowling pins for its partners.
It is the policy of the Joint Venture to employ generally accepted accounting
principles in the preparation of its financial statements. A summary of the
Joint Venture's significant accounting policies follows:
ACCOUNTING ESTIMATES-
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
JOINT VENTURE-
Vulcan Bowling Pin Company (Vulcan) and Brunswick Bowling and Billiards
Corporation (Brunswick) have an agreement to manufacture all the bowling
pins sold by each of the partners. Under the agreement, Vulcan contributed
bowling pin manufacturing assets and Brunswick contributed cash and certain
of its bowling pin manufacturing assets to the Joint Venture. Each partner
received an undivided 50% interest in the Joint Venture's assets, liabilities,
revenues and expenses in exchange for their capital contribution.
INVENTORIES-
Inventories are stated at the lower of cost (first-in, first-out) or market.
PROPERTY, PLANT AND EQUIPMENT-
Property, plant and equipment are stated at cost. Depreciation is provided in
amounts sufficient to relate the cost of depreciable assets to operations over
15 to 39 years for buildings and improvements and 3 to 7 years for machinery
and equipment.
INTANGIBLES-
Product development costs and other intangible assets consist principally of
manufacturing technology and represent the fair market value assigned to such
assets on the date the Joint Venture was formed. Intangible assets are
amortized over 40 years on a straight-line basis.
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VULCAN-BRUNSWICK BOWLING PIN COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
(Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
INCOME TAXES-
No provision for federal or state income tax is provided in the accompanying
financial statements since the partners are required to report their
proportionate share of the Joint Venture's income or loss on their respective
tax returns in accordance with the Internal Revenue Code and applicable state
law.
RETIREMENT PLAN-
The Joint Venture maintains a defined benefit pension plan covering
substantially all union employees. Pension benefits are determined annually
by consulting actuaries and are generally based on a fixed amount for each
year of service. The qualified plan is funded in accordance with the
collective bargaining agreement and to meet the funding requirements of the
Internal Revenue Code and the Employee Retirement Income Security Act of 1974.
CASH EQUIVALENTS-
For purposes of the statement of cash flows, the Joint Venture considers all
time deposits, certificates of deposit and other highly liquid investments
purchased with original maturities of three months or less to be cash
equivalents.
NOTE 2 - INVENTORIES
Inventories at December 31, 1999 and 1998 consisted of:
1999 1998
Raw materials $ 155,795 146,962
Work in process 310,595 485,404
Supplies 17,973 18,550
------- -------
Total $ 484,363 650,916
======= =======
NOTE 3 - NOTE PAYABLE
The Joint Venture maintains a revolving credit agreement with its bank that
provides for borrowings of up to $500,000 at the prime rate. Borrowings
under the credit agreement are guaranteed by the Joint Venture's partners and
are secured by a pledge of the general assets of the Joint Venture. There
were no borrowings at December 31, 1999 and 1998.
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VULCAN-BRUNSWICK BOWLING PIN COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
(Continued)
NOTE 4 - RETIREMENT PLAN
The Joint Venture maintains a defined benefit pension plan covering
substantially all union employees. The funded status and net periodic
benefit cost recognized in the accompanying financial statements
consisted of:
1999 1998
Change in benefit obligations:
Benefit obligation - January 1, $382,683 327,089
Service cost 22,470 29,411
Interest cost 22,758 22,356
Actuarial (gain) loss (25,715) 19,255
Benefits paid (39,637) (15,428)
------- -------
Benefit obligation December 31, 362,559 382,683
------- -------
Change in plan assets:
Fair value of plan assets - January 1, 416,844 374,880
Actual return on plan assets 20,598 25,630
Employer contributions 21,489 31,762
Benefits paid (39,637) (15,428)
------- -------
Fair value of plan assets -
December 31, 419,294 416,844
------- -------
Funded status 56,735 34,161
Unrecognized net loss 83,079 100,128
Unrecognized prior service cost 29,790 32,255
Unrecognized net transition obligation 4,342 4,810
------- -------
Prepaid pension expense -
December 31, $173,946 171,354
======= =======
Components of net periodic benefit costs:
Service cost $ 22,470 29,411
Interest cost 22,758 22,356
Return on plan assets:
Actual (20,598) (25,630)
Deferred (11,004) (5,014)
Amortization of unrecognized net
transition obligation 468 468
Amortization of prior service cost 2,465 2,465
Amortization of unrecognized net loss 2,338 2,558
------- -------
Periodic benefit cost $ 18,897 26,614
======= =======
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VULCAN-BRUNSWICK BOWLING PIN COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
(Continued)
NOTE 4 - RETIREMENT PLAN (Continued)
Pension plan assets are invested primarily in group annuity contracts valued
at contract value. Significant actuarial assumptions used in the above
computations include the following:
1999 1998
Assumed discount rate 6.75% 6.75%
Expected long-term rate of return
on plan assets 7.75% 7.75%
Average remaining service period 18 years 18 years
NOTE 5 - RELATED PARTY TRANSACTIONS
The Joint Venture had 1999 and 1998 sales to Vulcan of approximately
$1,751,000 and $2,005,000, respectively, and 1999 and 1998 sales to Brunswick
of approximately $7,440,000 and $8,951,000, respectively.
The Joint Venture purchased raw materials from Vulcan for approximately
$141,000 in 1999 and $250,000 in 1998. The Joint Venture also paid accounting
and administrative fees of $30,000 to Vulcan in 1999 and 1998.
Accounts receivable from Brunswick amounted to $192,000 and $587,000 at
December 31, 1999 and 1998, respectively. Accounts receivable from Vulcan
amounted to $243,000 and $77,000 at December 31, 1999 and 1998, respectively.
NOTE 6 - RISKS AND UNCERTAINTIES
The Joint Venture is involved in various claims and legal proceedings
involving matters incidental to its business. Management believes that the
resolution of these matters will not have a material effect on the Joint
Venture's business or financial condition.
The Joint Venture currently purchases all its bowling pin bases from one
Manufacturer. Any disruption in the supply of the bowling pin bases could
cause a delay in manufacturing which could negatively affect operating
results.
-78-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
(Continued)
NOTE 6 - RISKS AND UNCERTAINTIES (Continued)
At December 31, 1999 approximately 89% of the Joint Venture's workforce was
subject to a collective bargaining agreement that expires October 18, 2001.
Financial instruments which potentially subject the Joint Venture to
concentrations of credit risk are cash investments which may, at times,
exceed federally-insured limits. The Joint Venture places its cash
investments with high-quality financial institutions. The Joint
Venture believes no significant concentration of credit risk exists with
respect to these cash investments.
-79-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Vulcan International Corporation has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
VULCAN INTERNATIONAL CORPORATION
/s/ Benjamin Gettler
------------------------------
By: Benjamin Gettler
Chairman of the Board,
President and Chief Executive Officer
/s/ Vernon E. Bachman
------------------------------
By: Vernon E. Bachman
Vice President, Secretary-Treasurer
Principal Accounting Officer
Date: March 29, 2000
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 dates indicated:
/s/ Benjamin Gettler /s/ Dennis J. Buckley
- -------------------------- -------------------------------
By: Benjamin Gettler By: Dennis J. Buckley
(Director) (Director)
/s/ Stanley I. Rafalo
- --------------------------
By: Stanley I. Rafalo
(Director)
/s/ William T. Crutchfield
- --------------------------
By: William T. Crutchfield
(Director)
-80-