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, 2003
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 ]
Indicate by a check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).
Yes [ ] No [ X ]
As of January 30, 2004, 1,006,707 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 $45,251,480.
DOCUMENTS INCORPORATED BY REFERENCE
Documents Incorporated by Reference Applicable Part of Form 10-K
- ----------------------------------- ----------------------------
Annual Report to Shareholders for the
Year Ended December 31, 2003 Part I and II
Proxy Statement Dated April 12, 2004 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.
The following discussion contains various "forward-looking statements."
All statements, other than statements of historical fact, that address
activities, events or developments that the Company expects or
anticipates will or may occur in the future are forward-looking
statements. Examples are statements that concern future revenues,
future costs, future capital expenditures, business strategy,
competitive strengths, competitive weaknesses, goals, plans,
references to future success or difficulties and other similar
information. The words "estimate," "project," "forecast," "anticipate,"
"expect," "intend," "believe," and similar expressions, and discussions
of strategy or intentions, are intended to identify forward-looking
statements.
The forward-looking statements in this document are based on the Company's
expectations and are necessarily dependent upon assumptions, estimates
and data the Company believes are reasonable and accurate but may be
incorrect, incomplete or imprecise. Forward-looking statements are
also subject to a number of business risks and uncertainties, any of
which could cause actual results to differ materially from those set
forth in or implied by the forward-looking statements. These risks
and uncertainties include, among others, changes in the demand for
rubber and foam products, the cost of raw materials, competitive
conditions in the rubber and foam industries, the relative strength
of the United States dollar as against other currencies, changes in
United States and international trade regulations, and the discovery
of unknown conditions (such as with respect to environmental matters
and similar items). Accordingly, any forward-looking statements do
not purport to be predictions of future events or circumstances and
may not be realized.
The Company does not undertake publicly to update or revise the
forward-looking statements even if it becomes clear that any
projected results will not be realized.
General Development of Business-
Vulcan International Corporation ("Vulcan", the "Company" or the "Registant")
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.
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,
2003, 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.
Narrative Description of Business-
-1-
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 57% of sales of those
products in 2003 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
foam products for sale to manufacturers for diverse uses.
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 Corporation, 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.
In December 2003, the Company received an offer from Brunswick Bowling &
Billiards Corporation ("Brunswick") to acquire the Company's 50% interest
in the joint venture. The Company, in accordance with a buy-sell provision
in its partnership agreement with Brunswick, agreed to sell its interest
for $2,000,000. Subsequently, Brunswick refused to purchase the Company's
interest in the partnership unless the Company agreed to indemnify
Brunswick for any claims which might be made against Brunswick in the
future and to provide Brunswick with unspecified representations and
warranties. The Company filed suit against Brunswick seeking to
enforce the buy-sell agreement for $2,000,000, compensatory damages of
$10,000,000 and punitive damages of $40,000,000. On March 19, 2004
Brunswick purchased the Company's 50% interest for $2,000,000 and also
purchased the Company's bowling pin business for approximately
$720,000. In connection with the purchase, the Company also agreed to
dismiss its suit against Brunswick. The Company expects to recognize
a gain on these transactions of approximately $2,200,000 during the
first quarter 2004.
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.
-2-
PART I
(Continued)
Item 1. Business. (Continued)
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 2003.
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.
The Company has commitments for capital expenditures of approximately
$80,000 at December 31, 2003.
The Company had 66 employees at December 31, 2003.
Financial Information About Foreign and Domestic Operations and Export
Sales-
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 2003, had sales of
$390,700; net income of $23,300; and assets of $1,097,400.
-3-
PART I
(Continued)
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
and foam products.
Cincinnati, Ohio Owned 88,000 Corporate offices and
leasing of office space.
The age of the buildings ranges from approximately 39 to 78 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.
Item 3. Legal Proceedings.
On March 1, 1990 the United States of America filed a complaint against
the Company and others in the United States District Court for the
District of Massachusetts claiming that the Company was a potentially
responsible party with respect to the Re-Solve, Inc. Superfund Site in North
Dartmouth, Massachusetts seeking to recover response costs incurred and
to be incurred in the future in connection with this site. Although the
Company had engaged counsel to represent it in that action, the Company was
first informed on March 28, 2001 that the Court had entered, pursuant to
prior rulings, an unopposed "Final Judgment" against the Company on
September 22, 1999. The "Final Judgment" awarded damages against the
Company in favor of the United States in the amount of $3,465,438, plus
interest, for unreimbursed response costs, plus any additional past
unreimbursed response costs, interest and certain future costs the United
States incurs at the site.
On September 2, 2003 the claims of the United States against the Company
for past and future clean-up costs and expenses with respect to the
Re-Solve, Inc. Superfund Site in North Dartmouth, Massachusetts were
resolved by the docketing of a settlement agreement in the Federal
District Court of Massachusetts approved by Senior Federal Judge Roger
Keeton. The settlement provided that the Company pay to the U.S.
Department of Justice the amount of $3,800,000 plus interest from
November 1, 2002. The total settlement of $3,846,831 was paid on
September 2, 2003. The approved settlement agreement resolves all
matters involved in this case. The Company had accrued an estimated
liability of $5,294,949, for the judgment, accrued interest for the past
-4-
PART I
(Continued)
Item 3. Legal Proceedings. (Continued)
costs and a discounted present value for estimated future costs in
connection with the site. The Company recognized income related to the
settlement of $1,448,118 during 2003.
The Company has an interest in a partnership, CCBA, which owns certain real
estate. On August 13, 1999 a complaint for money damages, in excess of
$25,000, based upon breach of fiduciary duty was filed by the other
partner in the Court of Common Pleas in Hamilton County, Ohio.
Essentially, the plaintiff is seeking an adjustment of the capital
account balances which would result in a higher distribution of cash
flow to the plaintiff. The Court of Common Pleas in Hamilton County,
Ohio, in 2003, granted summary judgment in the Company's favor. On
January 6, 2004, the plaintiff appealed this decision. The Company
believes that the suit is without merit and has been defending itself
vigorously against the issues raised.
CCBA appealed a real estate tax assessment from 1999 that had increased the
annual real estate tax and was granted a revision. During 2001, the local
school board appealed the revision. CCBA received a $96,000 refund of the
additional tax paid in 1999. In 2003 the Ohio Board of Tax Appeals ruled in
favor of CCBA. The school board has appealed that ruling to the Ohio Supreme
Court. CCBA has recorded a liability of approximately $145,000 related to
this issue based on the revised value asserted by the local school board.
If CCBA is successful, this liability will be recognized as income when the
final valuation is determined.
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, 2003, that require disclosure under this item.
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 284 shareholders of
record as of December 31, 2003. The high and low sales price and the
dividends paid for each quarterly period within the two most recent years
were as follows:
-5-
PART II
(Continued)
2003 2002
----------------- -----------------
QUARTER HIGH LOW DIVIDEND HIGH LOW DIVIDEND
------- ---- --- -------- ---- --- --------
First 36.95 32.70 $.05 44.00 39.25 $.20
Second 38.00 32.50 $.05 42.75 41.00 $.20
Third 38.90 35.70 $.05 42.00 36.75 $.20
Fourth 44.00 38.75 $.05 35.30 34.30 $.20
Item 6. Selected Financial Data.
The information required by this item is set forth below:
2003 2002 2001 2000 1999(1)
---- ---- ---- ---- -------
Net revenues -
continuing
operations $12,573,744 11,304,808 10,660,422 11,246,242 10,919,627
Income (loss)from
continuing
operations before
taxes 2,884,498 2,595,781 3,615,612 1,874,729 (2,718,674)
Income tax
(benefit) 412,733 348,554 719,414 113,165 (1,317,658)
Net income (loss)
from continuing
operations 2,471,765 2,247,227 2,896,198 1,761,564 (1,401,016)
Income (loss) from
disposed operations,
net of tax - - - - (63,056)
Gain on sale of
disposed operations,
net of tax - - - - 988,845
---------- ---------- ---------- ---------- ----------
Net income (loss) 2,471,765 2,247,227 2,896,198 1,761,564 (475,227)
========== ========== ========== ========== ==========
-6-
PART II
(Continued)
2003 2002 2001 2000 1999(1)
---- ---- ----- ---- -------
Income (loss) per
common share:
Continuing
operations 2.46 2.07 2.59 1.59 (1.25)
Discontinued
operations - - - - (0.06)
Gain on disposal
of discontinued
operations - - - - 0.88
---- ---- ---- ---- ----
Net income (loss) 2.46 2.07 2.59 1.59 (0.43)
==== ==== ==== ==== ====
Property, plant
and equipment (net) 1,757,735 2,102,781 2,117,476 2,369,216 2,618,649
Depreciation 403,906 395,258 381,079 447,401 488,591
Current assets 42,029,661 34,104,485 44,333,695 55,493,494 53,278,872
Ratio current
assets to current
liabilities 2.59 to 1 2.16 to 1 2.60 to 1 2.54 to 1 2.48 to 1
Total assets 85,539,936 69,615,705 89,097,487 111,143,958 89,536,796
Long-term debt - - - - -
Accumulated other
comprehensive
income 44,627,575 34,013,394 46,599,325 60,846,586 47,852,421
Total share-
holders' equity 57,114,516 44,160,910 59,220,189 72,959,140 58,137,015
Dividends per
common share .20 .80 .80 .80 .80
Book value per
common share 56.85 44.04 53.75 64.03 52.54
(1) Results are reported as restated for the effect of an environmental
liability. The effect was to reduce 1999 income from continuing
operations before tax $4,715,458 and net income $2,980,947 net of
tax of $1,734,511.
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
2003 Annual Report to Shareholders.
-7-
PART II
(Continued)
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, 2003, are recorded at a fair
value of approximately $73,806,000, including net unrealized gains of
$67,618,000. Marketable securities have exposure to price risk. The
Company's available for sale marketable securities, at fair value, are
invested as follows; 80% in two financial institutions, 19% in twelve
communication and utility companies and 1% in other industries. The
estimated potential loss in fair value resulting from a hypothetical 10%
decrease in prices quoted by the stock exchange is $7,380,600.
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:
2003
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
------- ------- ------- ------- -----
Total revenues $2,776,090 3,107,557 3,519,528 3,170,569 12,573,744
Gross profit 47,240 174,619 188,407 114,061 524,327
Net income 603,098 445,254 1,395,642 27,771 2,471,765
Net income per
share 0.60 0.44 1.39 0.03 2.46
2002
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
------- ------- ------- ------- -----
Total revenues $2,938,337 2,788,179 2,870,541 2,707,751 11,304,808
Gross profit
(loss) 226,782 193,380 142,587 (116,509) 446,240
Net income 641,303 434,633 412,802 758,489 2,247,227
Net income per
share 0.58 0.40 0.38 0.71 2.07
-8-
PART II
(Continued)
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
Item 9A. Control and Procedures
(a) Evaluation of Disclosure Controls and Procedures.
The Company's principal executive officer and its principal financial
officer, after evaluating the effectiveness of the Company's disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)), have concluded that, as of December 31, 2003, the Company's
disclosure controls and procedures were adequate and effective to ensure
that material information relating to the Company and its consolidated
subsidiaries would be made known to them by others within those entities.
(b) Changes in Internal Controls.
There were no significant changes in the Company's internal controls or
in other factors that could significantly affect the Company's disclosure
controls and procedures subsequent to the date of their evaluation, nor
were there any significant deficiencies or material weaknesses in the
Company's internal controls. As a result, no corrective actions were
required or undertaken.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Identification of Directors-
The information required by this item is incorporated herein by reference to
the Registrant's Proxy Statement under the headings "Election of Directors",
"Executive Officers" and "Section 16(a) Beneficial Ownership Reporting
Compliance", dated April 12, 2004, in connection with its Annual Meeting to
be held May 13, 2004.
Identification of Executive Officers-
NAME AGE POSITION AND TIME IN OFFICE
Benjamin Gettler 78 President since November 1988;
Chairman of The Board since
June 1990; Director since 1960.
Vernon E. Bachman 66 Vice President and Treasurer
since November 1991; Secretary
since 1973.
-9-
PART III
(Continued)
Item 10. Directors and Executive Officers of the Registrant. (Continued)
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 April 12, 2004, in connection with its
annual meeting to be held May 13, 2004 under the heading "Management
Compensation."
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
from the Registrant's proxy statement dated April 12, 2004, in connection
with its annual meeting to be held May 13, 2004 under the heading "Stock
Ownership of Principal Shareholders and Management."
Item 13. Certain Relationships and Related Transactions.
The information required by this Item is incorporated herein by reference
from the Registrant's Proxy Statement dated April 12, 2004, in connection
with its Annual Meeting to be held May 13, 2004, under the heading "Related
Party Transactions."
-10-
PART III
(Continued)
Item 14. Principal Accountant Fees and Services
The information required by this Item is incorporated herein by reference
from the portion of the definitive Proxy Statement to be filed with the
Securities and Exchange Commission April 12, 2004 in connection with its
annual meeting to be held May 13, 2004 under the heading "Principal
Accountant Fees and Services."
-11-
PART IV
Item 15. 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,
2003, and 2002. 22-23
Consolidated Statements of Income for Each
of the Three Years in the Period Ended
December 31, 2003. 24
Consolidated Statements of Shareholders'
Equity for Each of the Three Years in the
Period Ended December 31, 2003. 25-26
Consolidated Statements of Cash Flows for
Each of the Three Years in the Period
Ended December 31, 2003. 27-28
Notes to the Consolidated Financial
Statements for the Three Years Ended
December 31, 2003. 29-51
2. Financial Statement Schedule.
Independent Auditors' Report on Schedule. 60
Schedule II - Valuation and Qualifying Accounts. 61
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 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(Continued)
4. Exhibits. Page
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 2003 Annual Report to
Shareholders 52-53
13. Registrant's 2003 Annual Report to Shareholders
is incorporated herein by reference. 15-51
20. Proxy Statement dated April 12, 2004, is
incorporated herein by reference.
21. Subsidiaries of the Registrant. 56
31.1 Certification of Benjamin Gettler pursuant to
Rule 13a-14(a)/15d-14(a) of the Sarbanes-
Oxley Act of 2002. 57
31.2 Certification of Vernon E. Bachman pursuant to
Rule 13a-14(a)/15d-14(a) of the Sarbanes-
Oxley Act of 2002. 58
32 Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. 59
99.1 Independent Auditors' Report on Schedule 60
99.2 Valuation and Qualifying accounts 61
(b) Reports on Form 8-K.
There was one report on Form 8-K filed December 16, 2003 announcing
an offer from Brunswick Bowling & Billiards Corporation to purchase
the Company's 50% interest in their joint venture, Vulcan Brunswick
Bowling Pin Company.
-13-
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 30, 2004
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/ Leonard Aconsky
- -------------------------- ---------------------------
By: Benjamin Gettler By: Leonard Aconsky
(Director) (Director)
/s/Warren Falberg
- --------------------------
By: Warren Falberg
(Director)
-14-
EXHIBIT 13
REGISTRANT'S 2003 ANNUAL
REPORT TO SHAREHOLDERS
VULCAN INTERNATIONAL CORPORATION
EXECUTIVE OFFICERS
BENJAMIN GETTLER VERNON E. BACHMAN
Chairman of the Board Vice President and
and President Secretary-Treasurer
SUBSIDIARY COMPANIES
--------------------
VULCAN CORPORATION
Benjamin Gettler
President
Edward Ritter
Vice President/Operating Manager
Vernon E. Bachman
Vice President/Controller
Connie F. Armstrong
Secretary
VULCAN BOWLING PIN COMPANY VULCAN BLANCHESTER
REALTY CO.
Ricardo DeFelice
Executive Vice President Benjamin Gettler
President
John F. Gabriel
Vice President John F. Gabriel
Vice President
Vernon E. Bachman
Secretary/Treasurer
-15-
To Our Shareholders:
The Year 2003 was very eventful for the Company.
During the year, we resolved a major problem which had been clouding the
future of the Company. That problem involved a claim by the U.S.
Environmental Protection Agency with respect to the Re-Solve, Inc. Superfund
site in North Dartmouth, Massachusetts which resulted in a judgment against
the Company rendered on September 22, 1999 in the amount of $3,465,038,
which the Company was endeavoring to vacate. It also involved additional
clean-up costs which might be incurred at the site for an indeterminate
number of years in the future, together with government costs plus interest
from September 22, 1999. The judgment and claims were finally settled by
payment to the United States on September 2, 2003 of $3,846,831. The
Company had accrued a substantial reserve in past years based on the
foregoing. As a result of the settlement and reversal of the reserve,
a credit of $1,433,152 has been included in 2003 income.
The second major event occurred on December 15, 2003 when Brunswick
formally advised the Company of its decision to terminate the 50-50
Partnership Agreement which had existed between them since June, 1990
to manufacture bowling pins at Antigo, Wisconsin. The Partnership
Agreement contained a provision that a party desiring to terminate the
partnership would set a value on a partnership interest and the other
party would then have the right to buy or sell at that value. Brunswick
set the value at $2,000,000 which gave our Company the right to buy or
sell at that price. The sale of bowling pins by the Company had declined
substantially in the past ten years from approximately 50,000 sets per
year to less than 20,000 sets per year. That decline, together with other
factors, led the Company to accept the sell side of the buy-sell
arrangement. On March 19,2004, the Company sold its interest in the
manufacturing partnership to Brunswick for $2,000,000. It also sold its
bowling pin sales business to Brunswick for approximately $720,000.
Accordingly, for the first time in over 70 years, the Company is no
longer in the bowling pin business.
Thirdly, we are finally seeing a substantial improvement in the sales
of the Rubber Division. In 2003, sales of that Division increased 21%
from $6,522,678 in 2002 to $7,895,291. The loss in the Division was
reduced by 37%. Sales must continue to increase to make that Division
profitable. Due to our successful efforts in developing new foam
products and our continuing increase in the sales of custom-mix, we
believe that volume will increase in 2004.
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 and 100% of the
common stock of Vulcan Bowling Pin Company as well as Vulcan Blanchester
Realty Co. Descriptions of each company's operations are set forth below.
RUBBER AND FOAM PRODUCTS
Vulcan manufactures rubber and foam products in a 272,000 sq. ft. building
located in Clarksville, Tennessee. Over 50% of sales of products
manufactured in Clarksville in 2003 were for use by shoe manufacturers in
the United States. The majority of such sales were non-cured custom-mixed
materials for use in military footwear. Non-footwear products manufactured
in Clarksville were primarily for use by various prime manufacturers,
including sports flooring, novelty items, recreational land and water
vehicles and foam and custom-mix rubber for various non-footwear
manufacturers.
BOWLING PINS
Vulcan Bowing Pin Company purchases pins from Vulcan-Brunwick Bowling Pin
Company that are manufactured 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 OPERATIONS
The Company's wholly owned subsidiary, Vulcan Blanchester Realty Company
owns 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 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. 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. 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
2003 COMPARED TO 2002
- ---------------------
Sales of the Rubber Division increased from $6,522,678 in 2002 to $7,895,291
in 2003. During 2003, the Company's product mix continued to change with a
greater emphasis on uncured custom mix. The sales of that product increased
from 58% of total net sales in 2002 to 72% of total net sales in 2003. Sales
of foam did not increase due to the loss of one major customer; however,
those sales were replaced by sales to smaller customers as the Company
continued to develop new foam products. The result of the foregoing is that
there was a decrease in the operating loss of the Rubber Division from
$657,039 in 2002 to $412,284 in 2003.
Sales of the Bowling Pin Division decreased from $1,995,694 in 2002 to
$1,919,253 in 2003. The division had an operating loss of $78,449 in 2003
compared to a profit of $347,330 in 2002. As a result of accepting the sale
side of a buy-sell offer from Brunswick, all of the operating income from
manufacturing operations of the 50-50 partnership in the Vulcan-Brunswick
Bowling Pin Company from January 1, 2003 until the closing date of March 19,
2004 belong to Brunswick. The sale of the partnership interest and of the
Sales Division of the Company means that Vulcan will no longer be in the
bowling pin business.
Operating profit (before taxes) in the real estate operations decreased from
$324,794 in 2002 to $262,511 in 2003. The decrease in operating profits was
due to a reduction in the timber harvesting and the weak real estate market.
Net gains on the disposal of assets were $623,419 in 2003 compared to
$849,092 in 2002. In both years gains were mainly from the sale of
marketable securities. Dividends and interest (before taxes) were $2,320,038
in 2003 compared to $2,298,876 in 2002.
2002 COMPARED TO 2001
- ---------------------
Sales of the Rubber Division increased from $6,129,434 in 2001 to $6,522,678
in 2002. The decrease in sales in cured rubber shoe products and flooring
was offset by a greater increase in the custom mix sales. The operating
loss (before taxes) decreased from $892,131 in 2001 to $657,039 in 2002.
The decrease in the operating loss was primarily a result of a change in
the product mix and the increase in sales volume.
Sales of the Bowling Pin Division increased from $1,783,318 in 2001 to
$1,995,694 in 2002. The operating profit of the division increased from
$140,009 in 2001 to $347,330 in 2002. The increased production of the
Joint Venture, which manufactures bowling pins, resulted in higher profits
for the year and was largely responsible for the increase in operating
profit.
-18-
MANAGEMENT ANALYSIS OF RECENT YEARS
(Continued)
Operating profit (before taxes) in the real estate operations decreased from
$516,824 in 2001 to $324,794 in 2002. The profits for 2001 included a credit
adjustment of real estate tax expense. The amount of real estate taxes for
the years 1999, 2000 and 2001 is currently being appealed by the Cincinnati
School Board which is seeing an increase in the amount of real estate taxes
reflected in the financial statements of the Company.
Net gains on the disposal of assets were $849,092 in 2002 compared to
$2,011,978 in 2001. In both years gains were mainly from the sale of
marketable securities. Dividends and interest (before tax) were $2,298,876
in 2002 compared to $2,287,609 in 2001.
2001 COMPARED TO 2000
- ---------------------
Sales of the Rubber Division decreased from $6,844,877 in 2000 to $6,129,434
in 2001. The decreased sales in low margin custom mix and flooring sales was
offset by the increase in foam product sales. As a result the operating
loss (before taxes) decreased from $1,292,120 in 2000 to $892,131 in 2001.
Sales of the Bowling Pin Division increased from $1,716,428 in 2000 to
$1,783,318 in 2001. The operating profit of the division decreased from
$286,521 in 2000 to $140,009 in 2001. The decreased production of the
Joint Venture, which manufactures bowling pins, resulted in lower profit
for the year and was largely responsible for the decreased operating profit.
Operating profit (before taxes) in the real estate operations increased from
$287,927 in 2000 to $516,824 in 2001. The increase in profit reflects an
adjustment of the liability recorded in 2000 and 1999 for real estate
taxes based on management's judgment as to the limits of such liability based
on an appraisal filed by the Cincinnati School Board which has been
seeking an increase in the real estate taxes paid by the Company.
Net gains on the disposal of assets were $2,011,978 in 2001 compared to
$607,284 in 2000. In both years the gains were mainly from the sale of
marketable securities and net gains from call option contracts. Dividends
and interest (before tax) were $2,287,609 in 2001 compared to $2,180,839
in 2000.
-19-
FINANCIAL POSITION, LIQUIDITY AND CAPITAL COMMITMENTS
The Company's cash requirements in 2003 were funded by its cash flow and
short term borrowing. The working capital increased $7,464,530 during
the current year. The increase in working capital was mainly a result of
the increased value of marketable securities. Capital expenditures were
$65,186 compared to total depreciation and amortization of $403,906.
COMMON STOCK PRICES
2003 2002
--------------------------------------------------------
QUARTER HIGH LOW DIVIDEND HIGH LOW DIVIDEND
------- ---- --- -------- ---- --- --------
First 36.95 32.70 .05 44.00 39.25 .20
Second 38.00 32.50 .05 42.75 41.00 .20
Third 38.90 35.70 .05 42.00 36.75 .20
Fourth 44.00 38.75 .05 35.30 34.30 .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 most recent two years are as
shown.
FORM 10-K
A copy of the 2003 Vulcan International Corporation 10-K report filed with
the Securities and Exchange Commission will be furnished without charge upon
written request by a shareholder or beneficial owner as of the record date,
March 5, 2004, 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-
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, 2003 and 2002, and the related consolidated statements of
income, shareholders' equity and cash flows for each of the three years
in the period ended December 31, 2003. 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 U.S. 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, 2003 and 2002,
and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 2003, in conformity with U.S.
generally accepted accounting principles.
/s/ J.D. CLOUD & CO. L.L.P.
-------------------------------
Certified Public Accountants
Cincinnati, Ohio
February 27, 2004
-21-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
At December 31, 2003 and 2002
-ASSETS- 2003 2002
CURRENT ASSETS:
Cash $ 1,503,349 1,682,049
Marketable securities 37,734,263 30,237,923
Accounts receivable (less-allowance
for doubtful accounts-$124,172
in 2003; $127,435 in 2002) 1,499,387 1,437,170
Inventories 650,910 702,518
Prepaid expense 51,373 44,825
Refundable federal income tax 590,379 -
---------- ----------
TOTAL CURRENT ASSETS 42,029,661 34,104,485
---------- ----------
PROPERTY, PLANT AND EQUIPMENT:
Land 84,272 84,272
Timberlands and timber cutting rights 700,393 700,393
Buildings and improvements 4,233,376 4,233,376
Machinery and equipment 6,677,366 6,661,937
---------- ----------
Total 11,695,407 11,679,978
Less-Accumulated depreciation
and depletion 9,937,672 9,577,197
---------- ----------
PROPERTY, PLANT AND EQUIPMENT-NET 1,757,735 2,102,781
---------- ----------
MODELS AND PATTERNS-at nominal value 1 1
---------- ----------
INVESTMENT IN JOINT VENTURE 37,894 20,805
---------- ----------
DEFERRED CHARGES AND OTHER ASSETS:
Marketable securities 36,071,995 27,615,871
Note receivable - 90,744
Other 5,642,650 5,681,018
---------- ----------
TOTAL DEFERRED CHARGES AND
OTHER ASSETS 41,714,645 33,387,633
----------- ----------
TOTAL ASSETS $85,539,936 69,615,705
========== ==========
-22-
-LIABILITIES AND SHAREHOLDERS' EQUITY- 2003 2002
CURRENT LIABILITIES:
Notes payable - bank $ 3,892,000 1,861,711
Accounts payable-
Trade 285,189 711,971
Other 31,583 30,739
Accrued salaries, wages and commissions 218,528 197,473
Accrued other expenses 846,086 5,826,407
Deferred income tax 10,948,957 7,133,396
---------- ----------
TOTAL CURRENT LIABILITIES 16,222,343 15,761,697
---------- ----------
OTHER LIABILITIES:
Deferred income tax 12,162,461 9,641,263
Other 29,817 34,531
---------- ----------
TOTAL OTHER LIABILITIES 12,192,278 9,675,794
---------- ----------
COMMITMENTS AND CONTINGENCIES (Notes 8) - -
MINORITY INTEREST IN PARTNERSHIP 10,799 17,304
---------- ----------
SHAREHOLDERS' EQUITY:
Common stock-no par value;
Authorized 2,000,000 shares; issued
1,999,512 shares 249,939 249,939
Additional paid-in capital 8,253,925 8,205,825
Retained earnings 30,222,940 27,952,115
Accumulated other comprehensive income 44,627,575 34,013,394
---------- ----------
83,354,379 70,421,273
Less-Common stock in treasury-at cost,
994,805 shares in 2003;
996,805 shares in 2002 26,239,863 26,260,363
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 57,114,516 44,160,910
---------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $85,539,936 69,615,705
=========== ==========
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, 2003
2003 2002 2001
REVENUES:
Net sales $10,253,706 9,005,932 8,372,813
Dividends and interest 2,320,038 2,298,876 2,287,609
---------- ---------- ----------
TOTAL REVENUES 12,573,744 11,304,808 10,660,422
---------- ---------- ----------
COST AND EXPENSES:
Cost of sales 9,729,379 8,559,692 7,956,079
General and administrative 2,387,180 1,481,493 1,053,077
Environmental remediation costs (1,433,152) 141,888 297,374
Interest expense 61,225 157,846 255,298
---------- ---------- ----------
TOTAL COST AND EXPENSES 10,744,632 10,340,919 9,561,828
---------- ---------- ----------
EQUITY IN JOINT VENTURE INCOME
AND MINORITY INTEREST, NET 16,290 349,743 94,295
---------- ---------- ----------
INCOME BEFORE GAIN ON
DISPOSAL OF ASSETS 1,845,402 1,313,632 1,192,889
NET GAIN ON SALE OF PROPERTY,
EQUIPMENT AND INVESTMENTS 1,039,096 1,282,149 2,422,723
---------- ---------- ----------
INCOME BEFORE INCOME TAXES 2,884,498 2,595,781 3,615,612
INCOME TAX PROVISION 412,733 348,554 719,414
---------- ---------- ----------
NET INCOME 2,471,765 2,247,227 2,896,198
========== ========== ==========
Net Income Per Common Share
Outstanding $ 2.46 2.07 2.59
========== ========== ==========
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, 2003
Accumulated
Additional Other
Common Paid-In Retained Comprehensive
Stock Capital Earnings Income
------ ---------- -------- -------------
Balance at January 1, 2001 $249,939 7,745,102 24,565,375 60,846,586
Net income for the year 2,896,198
Net unrealized gain on
available-for-sale
securities (net of
taxes of $6,832,881) (13,261,183)
Sale of treasury shares 445,963
Dividends declared-
$.80 per share (898,976)
Reclassification
adjustment for gains
included in net income
(net of tax of $507,980) (986,078)
Purchase of treasury shares
------- --------- ---------- ----------
Balance at December 31, 2001 249,939 8,191,065 26,562,597 46,599,325
Net income for the year 2,247,227
Net unrealized gain on
available-for-sale
securities (net of tax
benefit of $6,832,881) (12,288,874)
Sale of treasury shares 14,760
Dividends declared-
$.80 per share (857,709)
Reclassification
adjustment for gains
included in net income
(net of tax of $153,029) (297,057)
Purchase of treasury shares
------- --------- ---------- ----------
Balance at December 31, 2002 249,939 8,205,825 27,952,115 34,013,394
Net income for the year 2,471,765
Net unrealized gain on
available-for-sale
securities (net of tax
benefit of $5,614,815) 10,899,346
Sale of treasury shares 48,100
Dividends declared-
$.20 per share (200,940)
Reclassification adjustment
for gains included in net
income (net of tax of
$146,903) (285,165)
------- --------- ---------- ----------
Balance at December 31, 2003 $249,939 8,253,925 30,222,940 44,627,575
======= ========= ========== ==========
-25-
Common
Treasury Shares Total
Comprehensive ------------------- Shareholders'
Income (Loss) Shares Amount Equity
-------------- -------------------- ------------
Balance at January 1, 2001 859,988 20,447,862 72,959,140
Net income for the year 2,896,198 2,896,198
Net unrealized gain on
available-for-sale
securities (net of
taxes of $6,832,881) (13,261,183) (13,261,183)
Sale of treasury shares (16,500) (169,006) 614,969
Dividends declared-
$.80 per share (898,976)
Reclassification
adjustment for gains
included in net income
(net of tax of $507,980) (986,078) (986,078)
Purchase of treasury
shares 54,305 2,103,881 (2,103,881)
---------- ------- ---------- ----------
Balance at December 31, 2001 (11,351,063) 897,793 22,382,737 59,220,189
==========
Net income for the year 2,247,227 2,247,227
Net unrealized gain on
available-for-sale
securities (net of tax
benefit of $6,832,881) (12,288,874) (12,288,874)
Sale of treasury shares (500) (5,125) 19,885
Dividends declared-
$.80 per share (857,709)
Reclassification
adjustment for gains
included in net income
(net of tax of $153,029) (297,057) (297,057)
Purchase of treasury shares 99,512 3,882,751 (3,882,751)
---------- ------- ---------- ----------
Balance at December 31, 2002 (10,338,704) 996,805 26,260,363 44,160,910
==========
Net income for the year 2,471,765 2,471,765
Net unrealized gain on
available-for-sale
securities (net of tax
benefit of $5,614,815) 10,899,346 10,899,346
Sale of treasury shares (2,000) (20,500) 68,600
Dividends declared-
$.20 per share (200,940)
Reclassification
adjustment for gains
included in net income
(net of tax of $146,903) (285,165) (285,165)
---------- ------- ---------- ----------
Balance at December 31, 2003 13,085,946 994,805 26,239,863 57,114,516
========== ======= ========== ==========
The accompanying notes to consolidated financial statements are an integral
part of these statements.
-26-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three years ended December 31, 2003
2003 2002 2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers $ 10,140,801 8,947,139 8,450,305
Cash paid to suppliers and employees (11,460,317) (10,352,525) (8,621,019)
Cash paid in settlement of EPA
liability (3,846,831) - -
Dividends and interest received 2,320,038 2,298,876 2,287,609
Interest paid (112,272) (15,298) (55,184)
Income taxes paid (189,408) (264,161) (486,083)
---------- ---------- -----------
NET CASH FLOWS FROM
OPERATING ACTIVITIES (3,147,989) 614,031 1,575,628
---------- ---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and
equipment 420,677 538,383 513,245
Proceeds from sale of marketable
securities 698,618 767,548 1,896,981
Purchase of marketable securities (36,368) - (152)
Purchase of property, plant and
equipment (65,186) (404,602) (139,259)
Cash distribution from joint venture - 400,000 100,000
Collection on notes receivable 122,199 131,820 114,279
---------- ---------- ----------
NET CASH FLOWS FROM
INVESTING ACTIVITIES 1,139,940 1,433,149 2,485,094
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under credit agreements 3,846,831 1,861,711 565,000
Principal payments under credit
agreements (1,816,542) - (2,265,000)
Proceeds from sale of treasury shares - 19,885 2,127,220
Purchase of common shares - (3,882,751) (2,103,882)
Cash dividends paid (200,940) (857,709) (898,976)
---------- ---------- ----------
NET CASH FLOWS FROM
FINANCING ACTIVITIES 1,829,349 (2,858,864) (2,575,638)
---------- ---------- ----------
NET CHANGE IN CASH AND
CASH EQUIVALENTS (178,700) (811,684) 1,485,084
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 1,682,049 2,493,733 1,008,649
---------- ---------- ----------
CASH AND CASH EQUIVALENTS AT
END OF YEAR $ 1,503,349 1,682,049 2,493,733
========== ========== ==========
-27-
2003 2002 2001
RECONCILIATION OF NET INCOME TO
NET CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $ 2,471,765 2,247,227 2,896,198
Adjustments:
Depreciation and amortization 403,906 398,576 383,260
Deferred income tax 868,847 (14,082) 208,860
Equity in joint venture income and
minority interest (16,290) (349,743) (94,296)
Gain on sale of property, equipment
and investments (1,039,096) (1,282,149)(2,422,723)
Stock compensation programs 81,000 68,600 37,750
(Increase) decrease in accounts
receivable (100,977) (10,793) 101,494
(Increase) decrease in inventories 51,608 (346,228) 584,800
(Increase) in refundable federal
income tax (590,379) - -
(Increase) decrease in prepaid
pension asset 38,368 (368,137) (602,961)
Increase (decrease in accrued
EPA liability (5,294,949) 137,577 229,127
Increase (decrease) in accounts
payable, accrued expenses and
other assets, net (21,792) 133,183 254,119
---------- ---------- ---------
NET CASH FLOWS FROM
OPERATING ACTIVITIES $(3,147,989) 614,031 1,575,628
========== ========== =========
The accompanying notes to consolidated financial statements are an integral
part of these statements.
-28-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2003
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
It is the policy of the Company to employ U.S. 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 U.S. 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
corporate 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.
-29-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2003
(Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
RECEIVABLES AND CREDIT POLICIES-
Accounts receivable are uncollateralized customer obligations due under
normal trade terms requiring payment within 30 to 90 days from the invoice
date depending on the product purchased and the customer's creditworthiness.
Certain customers purchasing bowling pins are granted, at the Company's
discretion, fall dating terms. Fall dating is a standard industry practice
in bowling pin sales whereby customers can purchase pins in the beginning of
a calendar year and payment is required in three equal installments in
October, November and December of that year.
Accounts receivable are stated at the amount billed to the customer plus
any accrued and unpaid interest. Customer account balances with invoices
dated over 90 days old are considered delinquent. The Company has the
option of charging interest monthly on past due unpaid accounts receivable.
Payments of accounts receivable are allocated to the specific invoices
identified on the customer's remittance advice or, if unspecified, are
applied as credits to the customer's accounts.
The carrying amount of accounts receivable is reduced by a valuation
allowance that reflects management's best estimate of the amounts that will
not be collected. Management individually reviews all accounts receivable
balances that exceed 90 days from the invoice due date and, based on an
assessment of current creditworthiness, estimates the portion, if any, of
the balance that will not be collected. Additionally, management reviews the
remaining accounts receivable and judgmentally estimates a general allowance
covering those amounts, based on past experience and expected future economic
conditions that might give rise to results that differ from past experience.
INVENTORIES-
Substantially all inventories are stated at cost under the last-in, first-out
(LIFO) method, which is not in excess of market.
-30-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2003
(Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
DERIVIATIVE INSTRUMENTS-
The Company has sold short-term option contracts on certain non-dividend
paying securities owned by the Company in order to reduce the amount of
investment in these securities. Option contracts are reported at their
fair value as determined by quoted market prices. Gains and losses on the
contracts are recorded in net gain on sale of property, equipment and
investments in the statements of income.
INCOME TAXES-
Income tax provision (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. Tax
credits are recognized by a reduction of income tax expense in the periods
the credits arise for tax purposes.
COMPREHENSIVE INCOME-
Other comprehensive income is reported in the statement of shareholders'
equity. The Company includes unrealized gains, or losses, on its available-
for-sale securities in comprehensive income and accumulated other
comprehensive income.
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, 2003
(Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
NON-QUALIFIED STOCK OPTIONS-
Stock options are accounted for under Accounting Principles Board Opinion
("APB") No. 25, "Accounting for Stock Issued to Employees" and its related
interpretations. Options are granted at a price equal to market value of a
common share on the day of grant, resulting in no compensation expense when
the option is issued. If options are modified after issuance, the Company
will recognize compensation expense under the intrinsic value method of APB
No. 25. Statement of Financial Accounting Standards ("SFAS") No. 123,
"Accounting for Stock-Based Compensation" prescribes the recognition of
compensation expense based on the fair value of options determined on the
grant date. The pro forma disclosures required by SFAS No. 123 are presented
in Note 8.
SHIPPING AND HANDLING COSTS-
Shipping and handling costs are included in cost of sales.
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.
INTANGIBLE ASSETS-
The Company adopted SFAS No. 142, Goodwill and Other Intangible Assets
effective January 1, 2002. Accordingly, the Company discontinued the
amortization of goodwill and evaluates goodwill for potential impairment
annually.
RECENT ACCOUNTING PRONOUNCEMENTS-
The Financial Accounting Standards Board has issued Statement No. 149,
Amendment of Statement 133 on Derivative Instruments and Hedging
Activities, effective after June 30, 2003; Statement No. 150, Accounting
for Certain Financial Instruments with Characteristics of both Liabilities
and Equity, effective after May 31, 2003; revised Statement No. 132,
Employer's Disclosures about Pensions and Other Postretirement Benefits -
an amendment of FASB Statement No's. 87, 88 and 106, effective after
December 15, 2003 - requires additional disclosures of defined benefit
pension plans; and FASB Interpretation No. 46, Consolidation of Variable
Purpose Equities, generally effective for periods ended after December 15,
2003. These standards did not have a significant impact on the Company's
financial condition or results of operations.
-32-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2003
(Continued)
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:
Gross Gross
Unrealized Unrealized Fair
Cost Gains Losses Value
------ ------- ------------ -------
2003
----
Current $3,565,437 34,183,094 14,268 37,734,263
Long-term 2,623,283 33,448,712 - 36,071,995
--------- ---------- ------ ----------
$6,188,720 67,631,806 14,268 73,806,258
========= ========== ====== ==========
2002
----
Current $3,695,066 26,549,151 6,294 30,237,923
Long-term 2,623,283 24,992,588 - 27,615,871
--------- ---------- ------ ----------
$6,318,349 51,541,739 6,294 57,853,794
========= ========== ====== ==========
The unrealized holding gains are included, net of deferred income tax of
$22,989,963 and $17,522,051 at December 31, 2003 and 2002, respectively, as
a component of shareholders' equity.
2003 2002
- ---- ----
Realized gains from available-
for-sale securities $432,068 442,252
Gross proceeds from sale of
available-for-sale securities 561,697 543,834
Net realized and unrealized
gains from call option contracts 192,667 317,719
Gross proceeds from realized and
unrealized gains from call
option contracts 136,922 223,714
The Company's available-for-sale marketable securities, at fair market value,
are invested as follows: 80% in two financial institutions, 19% in twelve
communication and utility companies and 1% in other industries. The Company
is subject to the risk that the value of these securities may decline from
the recorded fair market values.
-33-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2003
(Continued)
NOTE 2 - MARKETABLE SECURITIES (Continued)
As of February 27, 2004, the fair value of marketable securities was
approximately $74,983,000 and the net unrealized holding gain was
approximately $45,428,000 net of deferred taxes of approximately
$23,402,000. Realized gains on marketable securities through February 27,
2004, were $155,970 and gross proceeds on the sale of those securities were
$191,988.
NOTE 3 - INVENTORIES
Inventories at December 31, 2003 and 2002, were classified as follows:
2003 2002
Finished goods $449,619 506,240
Work in process 26,478 33,983
Raw materials 174,813 162,295
------- -------
Total $650,910 702,518
======= =======
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 $846,000 and
$853,000 greater than reported at December 31, 2003 and 2002, respectively.
In the years ended December 31, 2003 and 2001, 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 2003 and
2001 net income by approximately $11,700 and $212,000, respectively, or $.01
and $.19 per weighted-average common share outstanding, respectively.
-34-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2003
(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:
2003 2002
Assets:
Current assets $2,225,792 1,604,911
Property, plant and equipment 1,919,751 2,541,111
Other 170,086 2,800,851
--------- ---------
Total $4,315,629 6,946,873
========= =========
Liabilities and Partners' Capital:
Current liabilities $ 315,629 225,174
Partners' capital 4,000,000 6,721,699
--------- ---------
Total $4,315,629 6,946,873
========= =========
2003 2002 2001
Statements of Operations:
Net sales $ 5,696,436 6,073,150 4,177,916
Costs and expenses 5,190,334 5,535,350 4,061,802
Asset impairment 3,239,556 - -
Other income-net 11,755 5,986 17,402
---------- ---------- ---------
Net income $(2,721,699) 543,786 133,516
========== ========== =========
Company's equity in net
income (loss) of VBBPC $ - 271,893 66,758
Adjustments 17,090 79,902 31,724
---------- ---------- ---------
Company's equity in net
income $ 17,090 351,795 98,482
========== ========== =========
-35-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2003
(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.
The Company's 50% interest in the net assets of VBBPC amounted to $2,000,000
at December 31, 2003. There were no undistributed earnings from the Joint
Venture included in the Company's retained earnings at December 31, 2003.
Pursuant to a purchase agreement between the Company and its partner, the
Company does not have a right to any income from January 1, 2003. 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,
2003 and 2002. 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:
2003 2002 2001
Purchases from VBBPC $1,580,224 1,783,000 905,000
Administrative fees received
from VBBPC 30,000 30,000 110,000
Net amount due to (from) VBBPC (55,883) 184,000 517,000
Cash distributions from VBBPC - 400,000 100,000
NOTE 5 - SUBSEQUENT EVENT
In December 2003, the Company received an offer from Brunswick Bowling &
Billiards Corporation ("Brunswick") to acquire the Company's 50% interest
in the joint venture. The Company, in accordance with a buy-sell provision
in its partnership agreement with Brunswick, agreed to sell its interest
for $2,000,000. Subsequently, Brunswick refused to purchase the Company's
interest in the partnership unless the Company agreed to indemnify Brunswick
for any claims which might be made against Brunswick in the future and to
provide Brunswick with unspecified representations and warranties. The
Company filed suit against Brunswick seeking to enforce the buy-sell
agreement for $2,000,000, compensatory damages of $10,000,000 and punitive
damages of $40,000,000. On March 19, 2004 Brunswick purchased the
Company's 50% interest for $2,000,000 and also purchased the Company's
bowling pin business for approximately $720,000. In connection with the
purchase, the Company also agreed to dismiss its suit against Brunswick.
The Company expects to recognize a gain on these transactions of
approximately $2,200,000 during the first quarter 2004.
-36-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2003
(Continued)
NOTE 6 - NOTES PAYABLE
The Company maintains a revolving credit agreement with its bank that
provides for borrowings of up to $6,000,000 through October 31, 2004.
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. Borrowings under the agreement
were $3,892,000 at December 31, 2003 and $1,861,711 at December 31, 2002
and were secured by certain marketable equity securities.
The weighted average interest rate was 2.49% and 3.14% for the respective
years ended December 31, 2003 and 2002. The interest rate at December 31,
2003 was 2.39%. Marketable securities pledged as collateral under the
agreement had a market value of approximately $27,253,000 at December 31,
2003.
The Company also maintains a revolving credit agreement, expiring October 31,
2004, 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 7 - LEASES
The Company leases office space to various tenants under operating leases
expiring from 2003 to 2008. The Company's basis in the property held for
lease at December 31, 2003 and 2002 is as follows:
2003 2002
Land $ 37,803 37,803
Building and tenant improvements 770,249 770,249
------- -------
808,052 808,052
Less accumulated depreciation
and amortization 476,413 412,517
------- -------
$331,639 395,535
======= =======
-37-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2003
(Continued)
NOTE 7 - LEASES (Continued)
Minimum future rental income under noncancelable leases as of December 31,
2003, is as follows:
Year ending December 31,
2004 $ 356,854
2005 320,347
2006 329,171
2007 287,889
2008 204,057
Thereafter 7,265
---------
Total $1,505,583
=========
NOTE 8 - EMPLOYEE BENEFIT PLANS
The Company maintains a noncontributory defined benefit pension plan for
certain eligible salaried and hourly employees. The measurement date for
obligations and assets is December 31. The funded status and net pension
credit recognized in the accompanying consolidated financial statements
consisted of:
-38-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2003
(Continued)
NOTE 8 - EMPLOYEE BENEFITS PLANS (Continued)
2003 2002
Change in projected benefit obligations:
Benefit obligation - January 1, $ 8,228,758 8,420,138
Service cost 40,569 37,417
Interest cost 514,496 520,407
Actuarial (gain) loss 221,669 (78,553)
Benefits paid (669,340) (670,651)
---------- ----------
Projected benefit obligation -
December 31, 8,336,152 8,228,758
---------- ----------
Change in plan assets:
Fair value of plan assets - January 1, 10,132,032 12,268,171
Actual return on plan assets 1,768,566 (1,465,489)
Benefits paid (669,340) (670,651)
---------- ----------
Fair value of plan assets -
December 31, 11,231,258 10,132,031
---------- ----------
Funded status 2,895,106 1,903,273
Unrecognized prior service cost - 20,597
Unrecognized net gain from actual
experience different from that assumed 2,717,023 3,726,627
---------- ----------
Prepaid pension expense - December 31, $ 5,612,129 5,650,497
========== ==========
Accumulated benefit obligation $ 8,007,090 7,948,188
========== ==========
2003 2002 2001
Components of net periodic
benefit costs:
Service cost $ 40,569 37,417 39,933
Interest cost 514,496 519,854 530,243
Expected return on plan
assets: (782,071) (953,947) (1,087,905)
Recognized net actuarial
(gain) loss 244,777 7,942 -
Amortization of prior
service cost 20,597 20,597 45,767
Amortization of net
transition asset - - (130,998)
--------- --------- ---------
Periodic pension benefit $ 38,368 (368,137) (602,960)
========= ========= =========
-39-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2003
(Continued)
NOTE 8 - EMPLOYEE BENEFIT PLANS (Continued)
Weighted average assumptions used to determine benefit obligations as of
December 31 were as follows:
2003 2002
Discount rate 6.25% 6.50%
Compensation increase rate 5.00% 5.00%
Weighted average assumptions used to determine the net periodic benefit cost
for the years ended December 31 were as follows:
2003 2002
Assumed discount rate 6.25% 6.50%
Expected long-term rate of return on
plan assets 8.00% 8.00%
Rate of increase in future compensation levels 5.00% 5.00%
Average remaining service period 11 years 11 years
The basis of the long-term rate of return assumption reflects the Plan's
current asset mix of approximately 30% debt securities and 70% equity
securities with assumed average annual returns of approximately 4% to 5% for
debt securities and 9% to 10% for equity securities. It is assumed the Plan's
investment portfolio will be adjusted periodically to maintain the current
ratios of debt securities and equity securities. Additional consideration is
given to the Plan's historical returns as well as future long range
projections of investment returns for each asset category.
The Plan's weighted average asset allocation at December 31, 2003 and 2002 by
asset category are as follows:
2003 2002
Asset Category:
Equity securities 69% 65%
Debt securities 30% 35%
Other 1% 0%
--- ---
Total 100% 100%
=== ===
-40-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2003
(Continued)
NOTE 8 - EMPLOYEE BENEFIT PLANS (Continued)
The Company utilizes PNC Advisors Institutional Trust for investment
management and as trustee. The Company has set a target allocation for
the investment manager of 70% equities and 30% fixed securities. There is
an acceptable variation of 5% from this target provided that such variation
occurs because of market changes. Further, Vulcan has advised the manager
that, despite such market changes, such variations should be adjusted to
the basic targets within a reasonable time-frame. Equity investments are
required to be in a diversified portfolio of Large Cap, Mid Cap, Small Cap
and international equities.
Fixed income investments must be "investment grade." At December 31, 2003,
69.5% of investments were in equities and 29.7% were in fixed securities with
the balance in cash.
The Company does not expect to make a contribution to the defined benefit
pension plan during the year ending December 31, 2004.
The following benefit payments, which reflect expected future service, as
appropriate, are expected to be paid:
Fiscal Years Ending Expected Benefit Payments
2004 $ 701,390
2005 689,107
2006 692,254
2007 706,232
2008 715,154
2009-2013 3,282,243
Company contributions to its defined contribution plan were $13,800 in 2003,
$15,000 in 2002 and $16,000 in 2001.
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.
-41-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2003
(Continued)
NOTE 8 - EMPLOYEE BENEFIT PLANS (Continued)
In November 2001, the Company's Board of Directors ratified a December 1999
resolution of its executive committee making treasury shares available for
purchase by directors, including directors of wholly-owned subsidiaries, 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. In 2003 no shares were purchased
by directors and in 2002 one director purchased 500 shares.
In 2001 the Company's Stock Option Committee granted options, to the
President of the Company to purchase not more than 50,000 shares of treasury
stock at $37.24 per share. These options expire in 2008. In 2003 the
options were modified to decrease the option exercise price to $33.20 per
share. The closing price of the stock on December 31, 2003 was $43.75. As
a result, the Company accrued additional compensation expense of $527,500
related to the stock options in 2003. No options were exercised under this
grant during 2001 or 2002.
The Company applies APB No. 25 and related interpretations in accounting for
stock options. Had compensation expense for the stock options been determined
based on the fair value at the grant or modification dates in accordance with
SFAS No. 123, the Company's net income and earnings per share would have been
adjusted to the pro forma amounts as follows:
2003 2002 2001
Net income, as reported $2,471,765 2,247,227 2,896,198
Add: Stock-option-based employee
compensation expense included in
reported net income, net of
related tax effects 348,150 - -
Deduct: Total stock-option-based
employee compensation expense
determined under fair value based
method, net of related tax effects (162,096) - (137,610)
--------- --------- ---------
Pro forma net income $2,657,819 2,247,227 2,758,588
========= ========= =========
Earnings per share:
Basic and diluted-as reported $2.46 2.07 2.59
Basic and diluted-pro forma 2.65 2.07 2.46
-42-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2003
(Continued)
NOTE 8 - EMPLOYEE BENEFIT PLANS (Continued)
The fair value was estimated at the date of the grant modification using a
Black-Scholes option pricing model. Pricing model assumptions for 2003 and
2001 respectively, assumed a dividend yield of .6% and 2.15%; expected
volatility of 16.1% and 15.2%; risk-free interest rates of 2.75% and 2.81%;
and expected lives of 5.5 years and 3 years.
In December 2003 and 2002, the Compensation Committee awarded the President
of the Company 2,000 shares of common stock, valued at $81,000 and $68,600,
respectively, as additional compensation for his services.
NOTE 9 - COMMITMENTS AND CONTINGENCIES
The Company has an interest in a partnership, CCBA, which owns certain real
estate. On August 13, 1999 a complaint for money damages, in excess of
$25,000, based upon breach of fiduciary duty was filed by the other partner
in the Court of Common Pleas in Hamilton County, Ohio. Essentially, the
plaintiff is seeking an adjustment of the capital account balances which
would result in a higher distribution of cash flow to the plaintiff. The
Court of Common Pleas in Hamilton County, Ohio, in 2003, granted summary
judgment in the Company's favor. On January 6, 2004, the plaintiff appealed
this decision. The Company believes that the suit is without merit and has
been defending itself vigorously against the issues raised.
CCBA appealed a real estate tax assessment from 1999 that had increased the
annual real estate tax and was granted a revision. During 2001, the local
school board appealed the revision. CCBA received a $96,000 refund of the
additional tax paid in 1999. In 2003 the Ohio Board of Tax Appeals ruled in
favor of CCBA. The school board has appealed that ruling to the Ohio Supreme
Court. CCBA has recorded a liability of approximately $145,000 related to
this issue based on the revised value asserted by the local school board. If
CCBA is successful, this liability will be recognized as income when the final
valuation is determined.
On March 1, 1990 the United States of America filed a complaint against the
Company and others in the United States District Court for the District of
Massachusetts claiming that the Company was a potentially responsible party
with respect to the Re-Solve, Inc. Superfund Site in North Dartmouth,
Massachusetts seeking to recover response costs incurred and to be incurred
in the future in connection with this site. Although the Company had engaged
counsel to represent it in that action, the Company was first informed on
March 28, 2001 that the Court had entered, pursuant to prior rulings, an
unopposed "Final Judgment" against the Company on September 22, 1999. The
"Final Judgment" awarded damages against the Company in favor of the United
States in the amount of $3,465,438, plus interest, for unreimbursed response
costs, plus any additional past unreimbursed response costs, interest and
certain future costs the United States incurs at the site.
-43-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2003
(Continued)
NOTE 9 - COMMITMENTS AND CONTINGENCIES (Continued)
On September 2, 2003 the claims of the United States against the Company for
past and future clean-up costs and expenses with respect to the Re-Solve,
Inc. Superfund Site in North Dartmouth, Massachusetts were resolved by the
docketing of a settlement agreement in the Federal District Court of
Massachusetts approved by Senior Federal Judge Roger Keeton. The settlement
provided that the Company pay to the U.S. Department of Justice the amount of
$3,800,000 plus interest from November 1, 2002. The total settlement of
$3,846,831 was paid on September 2, 2003. The approved settlement agreement
resolves all matters involved in this case. The Company had accrued an
estimated liability of $5,294,949, for the judgment, accrued interest for the
past costs and a discounted present value for estimated future costs in
connection with the site. The Company recognized income related to the
settlement of $1,448,118 during 2003.
There may be other potential clean-up liabilities at other sites of which the
Company has no specific knowledge.
The Company is 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 effect on the Company's business or financial
condition.
At December 31, 2003 approximately 36% of the Company's labor force was subject
to collective bargaining agreements which expire in October 2005.
NOTE 10 - 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. During 2001, the Company used a net
operating loss carryforward of approximately $389,000. The 2003 net
operating loss carryforward of $1,221,000 is expected to be utilized in
2004 but will expire in 2023.
-44-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2003
(Continued)
NOTE 10 - INCOME TAXES
Significant components of the Company's deferred tax liabilities and assets
as of December 31 are as follows:
2003 2002
Deferred tax liabilities:
Excess tax depreciation $ 40,109 82,741
Undistributed earnings of
domestic subsidiary 207,618 201,949
Other 78,970 68,634
Prepaid pension expense 1,908,124 1,942,624
Unrealized holding gains 22,989,963 17,522,051
---------- ----------
Total deferred tax liabilities 25,224,784 19,817,999
---------- ----------
Deferred tax assets:
Vacation accruals 28,106 34,303
Allowance for doubtful accounts 42,220 43,329
Investment in joint venture 47,300 42,563
Accrued other expenses 82,625 81,894
Environmental remediation liability - 1,800,283
Net operating loss carryforward 415,113 -
Stock option expense 179,350 -
Alternative minimum tax credit and
general business credit carryforward 1,318,652 1,040,968
---------- ----------
Total deferred tax assets 2,113,366 3,043,340
---------- ----------
Net deferred tax liabilities $23,111,418 16,774,659
========== ==========
-45-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2003
(Continued)
NOTE 10 - INCOME TAXES (Continued)
Significant components of the income tax provision are as follows:
2003 2002 2001
Current $(456,114) 362,636 510,554
Deferred 868,847 (14,082) 208,860
------- ------- -------
Income tax expense $ 412,733 348,554 719,414
======= ======= =======
A reconciliation of income tax at the federal statutory rate of 34% to the
income tax provision follows:
2003 2002 2001
Income taxes from continuing
operations at federal statutory rate $982,655 882,566 1,229,308
Increase (reduction) in taxes
resulting from:
Domestic corporation dividend
received deduction (546,794) (531,650) (520,603)
Unrecognized equity loss in
investments (21,900) - -
Other-net (1,228) (2,362) 10,709
------- ------- -------
Income tax $412,733 348,554 719,414
======= ======= =======
-46-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2003
(Continued)
NOTE 11 - RETLATED PARTY TRANSACTIONS
The Company utilizes the services of an attorney, for certain legal matters,
who is also a director. Total fees paid to the director in connection with
legal services were $142,254, $105,006 and $98,429 for the respective years
ended December 31, 2003, 2002 and 2001. Accounts payable to the director for
legal services were $68,132 and $117,379 at December 31, 2003 and 2002,
respectively. The latter amount is included in the fees paid in 2003.
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 and
unexpired option contracts was determined based on quoted market prices. The
Company's trade account receivables that were ninety days or more past due
amounted to $71,000 and $86,000 at December 31, 2003 and 2002, respectively.
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 concentrations 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 foam segment produces foam products, uncured rubber
and other rubber products. 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 $390,690 in 2003, $203,345 in 2002, and
$376,266 in 2001. The Company does not have assets located outside the United
States.
-47-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2003
(Continued)
NOTE 13 - BUSINESS SEGMENTS (Continued)
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 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 $376,737 in 2003, $192,114 in 2002,
and $354,631 in 2001 have been eliminated.
More than ten percent of aggregate revenues were derived from certain
customers. The rubber and foam segment had sales to one customer amounting
to $1,564,000, $914,000 and $841,000 in 2003, 2002 and 2001, respectively and
sales to a second customer amounting to $1,274,000 and $1,010,000 in 2003 and
2002 respectively and sales to a third customer amounting to $1,117,000 in
2003.
Information relative to the major segments of the Company's operations
follows:
2003 2002 2001
SALES TO UNAFFILIATED CUSTOMERS:
Rubber and Foam $ 7,895,291 6,522,678 6,129,434
Bowling Pins 1,919,253 1,995,694 1,783,318
Real Estate Operations 854,839 920,617 870,806
---------- ---------- ----------
$10,669,383 9,438,989 8,783,558
========== ========== ==========
INTERSEGMENT SALES:
Rubber and Foam $ 25,852 65,423 144,422
Bowling Pins 350,885 126,691 210,208
---------- ---------- ----------
$ 376,737 192,114 354,630
========== ========== ==========
INTEREST INCOME:
Bowling Pins $ 7,606 10,747 25,641
Bowling Pins - Intercompany 5,593 4,959 4,959
Real Estate Operations 1,913 18,594 18,162
Corporate 13,063 35,711 51,157
---------- ---------- ----------
$ 28,175 70,011 99,919
========== ========== ==========
-48-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2003
(Continued)
NOTE 13 - BUSINESS SEGMENTS (Continued)
2003 2002 2001
OPERATING PROFIT(LOSS):
Rubber and Foam $ (412,284) (657,039) (892,131)
Bowling Pins (78,449) 347,330 140,009
Real Estate Operations 262,511 324,794 516,824
---------- ---------- ----------
SUBTOTAL (228,222) 15,085 (235,298)
GENERAL CORPORATE INCOME 3,179,838 2,743,501 4,111,167
INTEREST EXPENSE - INTERCOMPANY (5,593) (4,959) (4,959)
INTEREST EXPENSE - OTHER (61,225) (157,846) (255,298)
---------- ---------- ----------
INCOME BEFORE INCOME TAXES 2,884,798 2,595,781 3,615,612
INCOME TAX PROVISION 413,033 348,554 719,414
---------- ---------- ----------
NET INCOME $ 2,471,765 2,247,227 2,896,198
========== ========== ==========
DEPRECIATION AND AMORTIZATION:
Rubber and Foam $ 258,829 250,270 260,164
Bowling Pins 651 302 424
Real Estate Operations 68,270 78,986 80,564
Corporate and Other 76,156 69,018 42,108
---------- ---------- ----------
$ 403,906 398,576 383,260
========== ========== ==========
IDENTIFIABLE ASSETS:
Rubber and Foam $ 2,216,169 2,335,395 2,395,488
Bowling Pins 1,615,990 1,619,351 1,441,660
Real Estate Operations 967,948 1,247,906 1,197,515
Corporate and Other 80,739,829 64,413,053 84,062,824
---------- ----------- ----------
$ 85,539,936 69,615,705 89,097,487
========== ========== ==========
CAPITAL EXPENDITURES:
Rubber and Foam $ 51,257 229,322 112,767
Real Estate Operations - 7,749 19,775
---------- ---------- ----------
$ 51,257 237,071 132,542
========== ========== ==========
-49-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2003
(Continued)
NOTE 13 - BUSINESS SEGMENTS (Continued)
2003 2002 2001
EQUITY IN JOINT VENTURE INCOME
INCLUDED IN BOWLING PIN SEGMENT
OPERATING INCOME $ 17,090 351,795 98,481
========== ========== ===========
INVESTMENT IN JOINT VENTURE
INCLUDED IN BOWLING PIN
SEGMENT ASSETS $ 37,894 20,805 69,010
========== ========== ==========
REVENUES:
Total revenues for reportable
segments $ 10,669,383 9,438,989 8,783,558
Timber sales included in gain
on disposal of assets on
consolidated income statement (415,677) (433,057) (410,745)
---------- ---------- ----------
TOTAL CONSOLIDATED REVENUES $ 10,253,706 9,005,932 8,372,813
========== ========== ==========
-50-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2003
(Continued)
NOTE 14 - COMPUTATION OF NET INCOME AND CASH DIVIDENDS PER
COMMON SHARE OUTSTANDING:
2003 2002 2001
a) Net income $2,471,765 2,358,227 2,896,198
========= ========= =========
b) Dividends on common shares $ 200,940 857,709 898,976
========= ========= =========
Weighted average shares:
c) Common shares issued 1,999,512 1,999,512 1,999,512
d) Common treasury shares 994,832 915,370 879,934
--------- --------- ---------
e) Common shares outstanding 1,004,680 1,084,142 1,119,578
========= ========= =========
f) Net income per common share
outstanding (a/e) $ 2.46 2.07 2.59
========= ========= =========
g) Dividends paid per common share $ .20 .80 .80
========= ========= =========
-51-
VULCAN INTERNATIONAL CORPORATION
Five-Year Record
Selected Financial Data
2003 2002 2001 2000 1999
------ ------ ------ ------ ------
Net revenues-continuing
operations $12,573,744 11,304,808 10,660,422 11,246,242 10,919,627
Income (loss)from
continuing operations
before taxes 2,884,498 2,595,781 3,615,612 1,874,729 (2,718,674)
Income taxes (benefit) 412,733 348,554 719,414 113,165 (1,317,658)
Net income (loss) from
continuing operations 2,471,765 2,247,227 2,896,198 1,761,564 (1,401,016)
Income (loss) from
disposed operations,
net of tax - - - - (63,056)
Gain on sale of disposed
operations, net of tax - - - - 988,845
---------- ---------- ---------- ---------- ----------
Net income (loss) 2,471,765 2,247,227 2,896,198 1,761,564 (475,227)
Income (loss) per common
share:
Continuing operations 2.46 2.07 2.59 1.59 (1.25)
Discontinued operations - - - - (0.06)
Gain on disposal of
discontinued operations - - - - 0.88
---- ---- ---- ---- ----
Net income (loss) 2.46 2.07 2.59 1.59 (0.43)
Dividends per common share .20 .80 .80 .80 .80
Property, plant and
equipment (net) 1,757,735 2,102,781 2,117,476 2,369,216 2,618,649
Depreciation 403,906 395,258 381,079 447,401 488,591
Current assets 42,029,661 34,104,485 44,333,695 55,493,494 53,278,872
Ratio assets to current
liabilities 2.59 to 1 2.16 to 1 2.60 to 1 2.54 to 1 2.48 to 1
-52-
VULCAN INTERNATIONAL CORPORATION
Five-Year Record
Selected Financial Data
(Continued)
2003 2002 2001 2000 1999
------ ------ ------ ------ ------
Total assets 85,539,936 69,615,705 89,097,487 111,143,958 89,536,796
Long-term debt - - - - -
Accumulated other
comprehensive income 44,627,575 34,013,394 46,599,325 60,846,586 47,852,421
Total shareholders'
equity 57,114,516 44,160,910 59,220,189 72,959,140 58,137,015
Book value per common
share 56.85 44.04 53.75 64.03 52.54
-53-
Selected Quarterly Financial Data
TOTAL GROSS PROFIT NET NET INCOME
REVENUES (LOSS) INCOME PER SHARE
2003
First Quarter $ 2,776,090 47,240 603,098 0.60
Second Quarter 3,107,557 174,619 445,254 0.44
Third Quarter 3,519,528 188,407 1,395,642 1.39
Fourth Quarter 3,170,569 114,061 27,771 0.03
---------- ------- --------- ----
Total $12,573,744 524,327 2,471,765 2.46
========== ======= ========= ====
2002
First Quarter $ 2,938,337 226,782 641,303 0.58
Second Quarter 2,788,179 193,380 434,633 0.40
Third Quarter 2,870,541 142,587 412,802 0.38
Fourth Quarter 2,707,751 (116,509) 758,489 0.71
---------- ------- --------- ----
Total $11,304,808 446,240 2,247,227 2.07
========== ======= ========= ====
-54-
VULCAN INTERNATIONAL CORPORATION
Corporate Office
300 Delaware Avenue, Suite 1704
Wilmington, Delaware 19801
VULCAN CORPORATION
Sales and Manufacturing
1151 College Street
Clarksville, Tennessee
(800) 251-3415
Directors:
Leonard Aconsky
Deliaan A. Gettler
Edward Ritter
Edward B. Kerin
VULCAN BOWLING PIN COMPANY VULCAN BLANCHESTER REALTY CO.
Cincinnati, Ohio Cincinnati, Ohio
(800) 447-1146 (513) 621-2850
Directors Directors
Ricardo DeFelice Leonard Aconsky
John Gabriel Vernon E. Bachman
Benjamin Gettler John Gabriel
Benjamin Gettler
ACCOUNTING OFFICES
30 Garfield Place, Suite 1040
Cincinnati, Ohio 45202
(513) 621-2850
(800) 447-1146
STOCK TRANSFER AND REGISTRAR
Computershare
Investor Services LLC
2 North LaSalle Street
Chicago, Illinois 60602
(888) 294-8217
AUDITORS
J.D. Cloud & Co. L.L.P.
Cincinnati, Ohio
-55-
Exhibit 21
VULCAN INTERNATIONAL CORPORATION
SUBSIDIARIES OF THE REGISTRANT
At December 31, 2003
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%
-56-
Exhibit 31.1
CERTIFICATIONS
In connection with the Annual Report of Vulcan International Corporation
on Form 10-K for the period ending December 31, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Benjamin Gettler, Chairman of the Board and Chief Executive Officer of
Vulcan International Corporation, certify, that:
(1) I have reviewed this annual report on Form 10-K of Vulcan
International Corporation;
(2) Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations,
and cash flows of the registrant as of, and for, the periods
presented in this report;
(4) The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), for the
registrant and have:
a. Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
c. Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
(5) The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons
performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect
the registrant's ability to record, process, summarize and
report financial information; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
/s/ Benjamin Gettler
- -------------------------------------
Benjamin Gettler
Chairman of the Board and
Chief Executive Officer
March 30, 2004
-57-
Exhibit 31.2
CERTIFICATIONS
In connection with the Annual Report of Vulcan International Corporation
on Form 10-K for the period ending December 31, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Vernon E. Bachman, Vice President and Secretary-Treasurer of Vulcan
International Corporation, certify, that:
(1) I have reviewed this annual report on Form 10-K of Vulcan
International Corporation;
(2) Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations,
and cash flows of the registrant as of, and for, the periods
presented in this report;
(4) The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), for the
registrant and have:
a. Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
c. Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
(5) The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons
performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect
the registrant's ability to record, process, summarize and
report financial information; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
/s/ Vernon E. Bachman
- -------------------------------------
Vernon E. Bachman
Vice President and
Secretary-Treasurer
March 30, 2004
-58-
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Vulcan International Corporation
(the "Company") on Form 10-K for the period ending December 31, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Benjamin Gettler, Chairman of the Board and Chief Executive
Officer of the Company and Vernon E. Bachman, Principal Financial Officer,
of the Company, certify, pursuant to 18 U.S.C. ss 1350, as adopted pursuant
to ss 906 of the Sarbanes-Oxley Act of 2002, that to the best of our
knowledge:
(1) The Report fully complies with the requirements of section 13(a) and
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
/s/ Benjamin Gettler /s/ Vernon E. Bachman
- ------------------------- ----------------------------
Benjamin Gettler Vernon E. Bachman
Chairman of the Board and Prinicpal Financial Officer
Chief Executive Officer March 30, 2004
March 30, 2004
-59-
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, 2003 and 2002, and for each
of the three years in the period ended December 31, 2003, and have issued our
report thereon dated February 27, 2004, such consolidated financial
statements and report are included in Part IV, Item 14(a)1 of this Form 10-K
and the 2003 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 27, 2004
-60-
EXHIBIT 99.2
Schedule II
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
2003 2002 2001
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 $127,435 91,367 152,974
Additions:
(1) Charged to costs and expenses 11,928 48,000 24,000
(2) Charged to Other Accounts - - -
Deductions:
Write off of bad debts 15,191 11,932 85,607
------- ------- -------
Balance at End of Period $124,172 127,435 91,367
======= ======= =======
-61-