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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 1-10219
VULCAN INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 31-0810265
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
300 Delaware Avenue, Suite 1704, Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (302) 427-5804
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common stock-no par value American Stock Exchange
Securities registered pursuant to 12(g) of the Act:
NONE
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of the registrant's knowledge,
in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]
As of January 31, 1999, 1,134,835 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 $39,151,808.
DOCUMENTS INCORPORATED BY REFERENCE
Documents Incorporated by Reference Applicable Part of Form 10-K
- ----------------------------------- ----------------------------
Annual Report to Shareholders for the
Year Ended December 31, 1998 Part I and II
Proxy Statement Dated April 5, 1999 Furnished
to Shareholders in Connection with Registrant's
Annual Meeting of Shareholders Part I and III
Articles of Incorporation and By-laws
filed on Form 8, file number 1-10219,
filed during 1992 Part IV
PART I
Item 1. Business.
(a) General Development of Business-
Vulcan International Corporation (Vulcan) is a Delaware holding company which
is the owner of 100% of the common stock of Vulcan Corporation, a manufacturer
of the products described below.
(b) Financial Information About Industry Segments-
The sales, operating profit and identifiable assets attributable to each of
the Registrant's industry segments for the three years ended December 31,
1998, are set forth in Note 12 of the Notes to Consolidated Financial
Statements included under Part IV, Item 14(a)1 of this Form 10-K.
(c) Narrative Description of Business-
RUBBER AND PLASTICS:
RUBBER PRODUCTS-
Vulcan has a 272,000 square foot building in Clarksville, Tennessee, devoted
entirely to the manufacture of rubber components, rubber sheet products and
foam products. This factory's main products are rubber sheet stock and high
density foam materials for the shoe industry and rubber heels and soles for
military orders. It also produces rubber flooring for sports facilities,
rubber backing for automobile mats and miscellaneous rubber and foam
products.
LASTS-
Vulcan produces lasts in a well equipped factory at Walnut Ridge,
Arkansas. A shoe last is the form over which non-rubber shoes are
manufactured and which determines the shoe style, fit and shape. Demand for
lasts varies according to the rapidity of change in shoe fashion.
BOWLING PINS-
In 1990, the Company entered into an agreement with Brunswick Bowling
and Billiards Corporation by the terms of which Vulcan and Brunswick formed a
joint venture for the manufacture of bowling pins using Vulcan's Surlyn
coating process. The Joint Venture, which is equally owned by Brunswick and
Vulcan Bowling Pin Company, a wholly owned subsidiary of Vulcan, is located at
the site of the Company's former Antigo, Wisconsin, bowling pin manufacturing
facility. This manufacturing Joint Venture is named the Vulcan-Brunswick
Bowling Pin Company. The Company accounts for its investment in the Joint
Venture under the equity method of accounting.
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.
-1-
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 60,000 square feet of finished office space and approximately
32,000 square feet of unfinished and common area space. Vulcan occupies a
substantial portion of the tenth floor of the building 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 1999.
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.
At December 31, 1998, the Registrant employed 131 people, down from 148 at the
end of 1997. The reduction in the Registrant's work force was the result of
reduced sales.
The Company has commitments for capital expenditures of $63,500 at December
31, 1998.
(d) Financial Information About Foreign and Domestic Operations and Export
-2-
PART I
(Continued)
Item 1. Business. (Continued)
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 1998, had sales of
$537,000; net income of $35,300; and assets of $990,700.
Item 2. Properties.
The following schedule summarizes certain information regarding buildings
owned or leased by the Registrant:
Type of Square
Location Ownership Footage
Clarksville, Tennessee Owned 272,000 Administrative offices and
manufacturing of rubber
soling and other rubber
products.
Walnut Ridge, Arkansas Leased 37,900 Administrative offices and
manufacturing of shoe
lasts.
Cincinnati, Ohio Owned 92,000 Corporate offices and
leasing of office space.
The age of the buildings ranges from approximately 36 to 75 years. The
structures are of steel, brick and concrete construction and are generally in
good condition. All plants are sprinklered. Excellent transportation
facilities are available for all factories. Most are located on rail sidings.
For more information regarding leased property, reference is made to Note 6 of
the Notes to Consolidated Financial Statements included under Part IV, Item
14(a)1 of this Form 10-K.
Item 3. Legal Proceedings.
The Registrant has been advised that it is a potentially responsible party,
together with 18 other parties, with regard to the Resolve, Inc. Superfund
Site, located in North Dartmouth, Massachusetts, with potential joint and
several liability of $5.7 million. The Resolve site was a waste chemical
reclamation facility. The environmental problem at the site involves soil
contamination including, particularly, PCB contaminants. The Registrant is
contesting all liability. The Company's liability cannot be estimated at this
time. It is the understanding of Registrant that clean-up at the site will
involve treatment of contaminated soil and ground water. There may be other
potential clean-up liability at other sites of which the Registrant has no
specific knowledge.
-3-
PART I
(Continued)
Item 3. Legal Proceedings. (Continued)
The Registrant and its subsidiaries are involved in other litigation matters
and claims which are normal in the course of operations.
Management believes that the resolution of these matters will not have a
material impact on the Company's business or financial condition.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of the year
ended December 31, 1998, that require disclosure under this item.
-4-
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
The common stock of Vulcan International Corporation is listed and traded on
the American Stock Exchange. There were approximately 543 shareholders of
record as of December 31, 1998. The high and low sales price and the
dividends paid for each quarterly period within the two most recent years
were as follows:
1998 1997
QUARTER HIGH LOW DIVIDEND HIGH LOW DIVIDEND
------- ---- --- -------- ---- --- --------
First 39 36-1/4 $.20 33-3/4 29-5/8 $.20
Second 41-1/4 37-1/2 $.20 37-1/4 33-1/4 $.20
Third 41 32-7/8 $.20 40 36-5/8 $.20
Fourth 36-1/2 30 $.20 40 38 $.20
Item 6. Selected Financial Data.
The information required by this item is set forth below:
1998 1997 1996 1995 1994
Net revenues $12,203,328 13,752,682 17,087,469 18,112,150 18,131,212
Income (loss)
before taxes 1,751,462 2,180,614 2,497,481 (574,769) 1,101,818
Income taxes
(benefit) 296,946 394,809 539,129 (486,746) 122,581
Net income (loss) 1,454,516 1,785,805 1,958,352 (88,023) 979,237
Income (loss) per
common share 1.23 1.44 1.63 (.07) .76
Dividends per
common share .80 .80 .80 .80 .80
Property, plant
and equipment (net) 2,798,825 2,498,771 2,955,657 2,851,181 3,201,587
Depreciation 513,045 594,138 662,687 677,631 788,168
Current assets 53,506,019 38,900,356 28,500,783 23,624,962 17,660,662
Ratio current
assets to current
liabilities 2.99 to 1 3.38 to 1 3.62 to 1 2.80 to 1 3.48 to 1
Total assets 95,011,738 82,415,593 59,848,623 51,076,828 38,892,364
-5-
PART II
(Continued)
Item 6. Selected Financial Data. (Continued)
Long-term debt - - - - -
Redeemable
preferred stock
(solely at the
option of the
issuer) - - 66,060 66,060 66,060
Accumulated other
comprehensive
income 52,506,224 43,211,515 27,983,826 21,977,823 12,765,774
Total share-
holders' equity 62,295,924 58,494,990 43,948,759 36,105,488 29,338,281
Book value per
common share 57.46 48.05 35.04 29.72 22.84
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 1998
Annual Report to Shareholders.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The Company's market risk represents the risk of changes in the value of
marketable equity securities caused by fluctuations in equity prices.
Marketable securities, at December 31, 1998, are recorded at a fair value of
approximately $85,939,000, including net unrealized gains of $79,555,000.
Marketable securities have exposure to price risk. The estimated potential
loss in fair value resulting from a hypothetical 10% decrease in prices
quoted by the stock exchange is $8,593,900.
-6-
PART II
(Continued)
Item 8. Financial Statements and Supplementary Data.
The consolidated financial statements required by this item are included under
Part IV, Item 14(a)1 of this Form 10-K.
Other information required by this item is set forth below:
Net Income
Total Gross Net Per Common Share
Revenues Profit (Loss) Income Outstanding
-------- ------------- ------------- -----------------
1998
----
First Quarter $ 3,305,395 137,047 716,095 .59
Second Quarter 2,833,745 (55,798) 119,652 .10
Third Quarter 2,944,065 54,359 70,706 .06
Fourth Quarter 3,120,123 (80,730) 548,063 .48
---------- -------- --------- -----
$12,203,328 54,878 1,454,516 1.23
========== ======== ========= =====
1997
----
First Quarter $ 3,249,414 198,432 599,421 .48
Second Quarter 3,401,564 379,436 459,250 .36
Third Quarter 3,297,939 209,996 353,216 .29
Fourth Quarter 3,803,765 (166,301) 373,918 .31
---------- -------- --------- -----
$13,752,682 621,563 1,785,805 1.44
========== ======== ========= =====
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
Item 10. Directors and Executive Officers of the Registrant.
(a) Identification of Directors-
The information required by this item is incorporated herein by reference to
the Registrant's Proxy Statement dated April 5, 1999, in connection with its
Annual Meeting to be held May 6, 1999.
-7-
PART III
(b) Identification of Executive Officers-
NAME AGE POSITION AND TIME IN OFFICE
Benjamin Gettler 73 President since November 1988;
Chairman of The Board since
June 1990; Director since 1960.
Vernon E. Bachman 61 Vice President and Treasurer
since November 1991; Secretary
since 1973.
There are no family relationships among the officers listed and there are no
arrangements or understandings pursuant to which any of them were elected as
officers.
The officers are elected annually and serve at the pleasure of the Board of
Directors. There have been no events under any bankruptcy act, no criminal
proceedings and no judgments or injunctions material to the evaluation of the
ability and integrity of any director or executive officer during the past
five years.
Item 11. Executive Compensation.
The information required by this Item is incorporated herein by reference to
the Registrant's proxy statement dated April 5, 1999, in connection with its
annual meeting to be held May 6, 1999.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Any person after acquiring directly or indirectly the beneficial ownership of
more than 5 percent of the Registrant's common stock is required to send to
the Registrant at its principal executive office, by registered or certified
mail, and to each exchange where the stock is traded and filed with the SEC, a
statement containing information required by Schedule 13D or 13G, as
appropriate. If any material change occurs in the facts set forth in the
statement filed, the shareholder is required to file an appropriate
amendment with each party with whom the original schedules were filed.
Other information required by this item is incorporated herein by reference to
the Registrant's proxy statement dated April 5, 1999, in connection with its
annual meeting to be held May 6, 1999.
Item 13. Certain Relationships and Related Transactions.
There were no significant items to report under this caption other than those
reported in the Registrant's Proxy Statement dated April 5, 1999, in
connection with its Annual Meeting to be held May 6, 1999, which is
incorporated herein by reference.
-8-
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) 1. Financial Statements.
The following Consolidated Financial Statements of Vulcan
International Corporation and subsidiaries are included under
this item (see attached shareholders report and proxy
statement):
Page
Independent Auditors' Report. 18
Consolidated Balance Sheets at December 31,
1998, and 1997. 19-20
Consolidated Statements of Income for Each
of the Three Years in the Period Ended
December 31, 1998. 21
Consolidated Statements of Shareholders'
Equity for Each of the Three Years in the
Period Ended December 31, 1998. 22-24
Consolidated Statements of Cash Flows for
Each of the Three Years in the Period
Ended December 31, 1998. 25-26
Notes to the Consolidated Financial
Statements for the Three Years Ended
December 31, 1998. 27-42
2. Financial Statement Schedule.
Independent Auditors' Report on Schedule. 56
Schedule II - Valuation and Qualifying Accounts. 57
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.
-9-
PART IV
(Continued)
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(Continued)
3. Financial Statements.
The following financial statements of Vulcan International
Corporation's 50% owned Joint Venture, Vulcan-Brunswick Bowling
Pin Company, are included under this item:
Page
Independent Auditors' Report 59
Balance Sheets at December 31, 1998 and 1997 60
Statements of Income for the years ended
December 31, 1998 and 1997 61
Statements of Partners' Capital for the years
ended December 31, 1998 and 1997 62
Statements of Cash Flows for the years ended
December 31, 1998 and 1997 63
Notes to the financial statements for the years
ended December 31, 1998 and 1997 64-68
4. Exhibits.
3. Registrant's Articles of Incorporation and
By-Laws are incorporated herein by reference.
11. Statement regarding computation of per share
earnings is incorporated herein by reference
to Registrant's 1998 Annual Report to
Shareholders 42
13. Registrant's 1998 Annual Report to Shareholders
is incorporated herein by reference. 11-44
20. Proxy Statement dated April 5, 1999, is
incorporated herein by reference. 45-54
21. Subsidiaries of the Registrant. 55
27. Financial Data Schedule
99.1 Independent Auditors' Report on Schedule 56
99.2 Valuation and Qualifying accounts 57
99.3 Vulcan-Brunswick Bowling Pin Company financial
statements 58-68
(b) Reports on Form 8-K.
There were no reports on Form 8-K for the three months ended
December 31, 1998.
-10-
EXHIBIT 13
VULCAN INTERNATIONAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 1998
J.D. CLOUD & CO. L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS
CINCINNATI, OHIO
-11-
VULCAN INTERNATIONAL CORPORATION
Executive Office
300 Delaware Avenue, Suite 1704
Wilmington, Delaware 19801
VULCAN CORPORATION
Office and Manufacturing Plant Accounting Office
1151 College Street 30 Garfield Place
Clarksville, Tennessee Cincinnati, Ohio 45202
OTHER MANUFACTURING PLANTS
Antigo, Wisconsin
Walnut Ridge, Arkansas
SALES OFFICE
Blanchester, Ohio Cincinnati, Ohio
Clarksville, Tennessee Walnut Ridge, Arkansas
STOCK TRANSFER AND REGISTRAR
Chase Mellon
Shareholders Services
AUDITOR
J.D. Cloud & Co. L.L.P.
Cincinnati, Ohio
-12-
TO OUR SHAREHOLDERS:
Vulcan's 89th year was a difficult year.
In our Rubber and Plastics Division, our successful efforts to develop
marketable foam products was offset by the almost total disappearance
of our military footwear business in the last half of 1998. This loss
was primarily caused by a decision of the U.S. Defense Department to
reduce its inventories substantially. That military business
constituted over 46% of the Company's shoe products business. We are
hopeful that the military inventory reduction program will come to a
conclusion before the end of 1999 and that such business will return
to Vulcan. The good news is that we have successfully developed a
line of foam products and are continuing to work on the development
of additional foam products and their marketing.
In the Company's bowling pin operations, we were hard-hit by the
economic turmoil in the Far East. A substantial part of the bowling
pin sales had been to that area of the world. The result was that
after experiencing increased sales in the first half of 1998, sales
declined dramatically as orders from the Far East virtually
disappeared.
The reduction in net profit in the Company's real estate operations
segment resulted entirely from our reduced sales of timber due to
two factors: a) adverse weather conditions which limited timber
harvesting from the Company's undeveloped real estate in the Upper
Peninsula of Michigan and b) reduced sales of timber veneer to the
Far East.
Primarily as a result of the above factors, there was a reduction
from 1997 income of $1,785,805 to $1,454,516 in 1998, that is, a
decline of 18.6%.
We cannot predict what will happen with regard to military sales or
when the deep economic recession in the Far East will end. Nevertheless,
shareholders may be assured that all of Vulcan's employees will make
every effort in their power to make Vulcan's 90th Anniversary Year a
year of success and celebration for the Company, its shareholders
and its employees.
BENJAMIN GETTLER
Chairman of the Board
and President
-13-
DESCRIPTION OF BUSINESS
Vulcan International Corporation is a Delaware holding company which is the
owner of 100% of the common stock of Vulcan Corporation, a manufacturer of the
products described below:
RUBBER AND PLASTIC PRODUCTS
Vulcan has two separate plants which manufacture rubber and plastic products
the majority of which are used by manufacturers of footwear. One of those
components is a plastic shoe last. The shoe last is the form over which shoes
are manufactured and which determines the shoe style, fit and shape. Demand
for lasts varies according to the rapidity of change in shoe fashion. Vulcan
produces lasts in a 42,000 sq. ft. very modern, well-equipped factory in
Walnut Ridge, Arkansas.
Vulcan manufactures rubber components in a 272,000 sq. ft. building located in
Clarksville, Tennessee. Approximately 47% of products manufactured in
Clarksville in 1998 were components for shoes manufactured in the United
States compared to 65% in 1997. The volume of such domestic shoe
manufacturing has declined precipitously with the result that only
approximately 7% of non-rubber shoes sold in the U.S. were manufactured
domestically in 1998 compared to over 80% in 1980. The Company is
concentrating on the manufacture of rubber sheet stock and high density foam
materials for the shoe industry, as well as rubber and foam products, and
rubber batch material for prime manufacturers in various industries.
BOWLING PINS
The Company is a 50% owner of a Joint Venture with Brunswick Bowling and
Billiards Corporation which manufactures bowling pins in Antigo, Wisconsin.
The pins are manufactured from hard maple and coated with Surlyn. Vulcan
sells pins in the United States and worldwide under the name of Vultex II,
and Vultuf, as well as various private label names.
REAL ESTATE
On August 12, 1993, Vulcan purchased a majority interest in the upper seven
floors of the ten-story Cincinnati Club Building in downtown Cincinnati, Ohio,
and manages that space. These floors contain approximately 60,000 square feet
of finished office space and approximately 32,000 square feet of unfinished
and common area space. Vulcan occupies a substantial portion of the tenth
floor of the building. The first three floors consist of public rooms owned
by a company which uses the space for public functions and a catering service.
There is direct access into the building from an eight-story parking garage
immediately adjacent to the Cincinnati Club Building owned and operated by the
City of Cincinnati. A picture of the building appears on the front cover of
this report. 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.
-14-
MANAGEMENT ANALYSIS OF RECENT YEARS
1998 COMPARED TO 1997
- ---------------------
Sales of rubber and plastic products (47% which were sales to the shoe
industry) decreased from $9,332,565 in 1997 to $7,734,998 in 1998.
Operating losses of the Company's rubber and plastic business segments
(before taxes) increased from $322,956 in 1997 to $873,525 in 1998.
The primary cause of these losses was the almost total elimination of
sales of components for military footware in the last half of 1998
resulting from an inventory-cutting program of the U.S. Department of
Defense. Such sales constituted over 46% of shoe component sales of the
Company's rubber and plastic business segment.
Operating profit (before taxes) from the bowling pin segment decreased
from $512,975 in 1997 to $215,079 in 1998. Sales increased during the
first half of the year; however, in the second half of 1998, the severe
recession in the Far East eliminated most sales to that area of the world,
which had been a major purchaser of bowling pins.
Operating profit (before taxes) in the real estate operations segment fell
from $618,238 to $403,522. That reduction in net profit in the Company's
real estate operations segment resulted entirely from reduced sales of
timber due to two factors: a) adverse weather conditions which limited
timber harvesting from the Company's undeveloped real estate in the Upper
Peninsula of Michigan and b) reduced sales of timber veneer to the Far
East.
Gross gains on the sale or disposal of assets were $408,866 in 1998 compared
to $116,622 in 1997. In 1998 the gains were mainly from the sale of excess
equipment from the Clarksville, Tennessee plant. In 1997 the gains were
mainly from the sale of acreage in Wisconsin. Dividends and interest income
(before tax) were $1,828,520 compared to $1,794,152 in 1997.
The Company has completed its upgrading and replacement of computer software
and hardware to make its computer system Year 2000 Compliant. It has
reviewed its current situation with technical advisors who advise the
Company is now Year 2000 Compliant.
1997 COMPARED TO 1996
- ---------------------
Sales of rubber and plastic products (65% of which were sales to the shoe
industry) decreased from $12,104,816 in 1996 to $9,332,565 in 1997. This
was the continuing result of the April 1996 downsizing of the rubber division
and continued increasing foreign competition in the shoe manufacturing
industry. There were also substantial increases in costs for product
development. Operating losses from sales (before tax) increased from
$203,622 in 1996 to $322,956 in 1997.
Sales from the bowling pin segment of the business decreased from $2,954,726
in 1996 to $2,199,621 in 1997, a portion of which was due to reduced bowling
pin sales resulting from the purchase by AMF of bowling pin centers, which
had been customers of Vulcan. As a result, operating profits (before tax)
of the bowling pin segment declined from $799,688 to $512,975.
-15-
MANAGEMENT ANALYSIS OF RECENT YEARS
1997 COMPARED TO 1996 (Continued)
There was no substantial change in the real estate operations segment with
the result that operating profit (before taxes) in this segment was
$618,238 in 1997 compared to $623,165 in 1996.
Gross gains on the sale or disposal of assets were $116,622 in 1997 compared
to $304,206 in 1996. In 1997 the gains were mainly from the sale of acreage
in Wisconsin. In 1996 the gains were mainly from the sale of assets from
the rubber division resulting from the downsizing. Dividends and interest
income (before tax) were $1,794,152 compared to $1,627,923 in 1996.
1996 COMPARED TO 1995
- ---------------------
Sales of rubber and plastic products (primarily sales to the shoe industry)
decreased from $13,115,811 in 1995 to $12,104,816 in 1996. On April 1996
the Company downsized its rubber division by discontinuing the production
of civilian heels and soles. Those items were more labor intensive and,
therefore, more susceptible to foreign competition. The result of that
decision was to reduce the workforce in the rubber division from a high
in 1995 of 256 to approximately 85 by the end of 1996. During the year,
the Company purchased a new machinery line for the manufacture of foam
products and commenced developing products for that line. Operating
losses from sales (before taxes and interest) decreased from $3,210,723 in
1995 to a loss of $203,622 in 1996. The reduction in losses was a direct
result of the downsizing of the rubber products division, the elimination of
all rubber heel and sole production except for military orders and the cost
reduction measures put into place after the downsizing.
Gross gains on the sale or disposal of assets were $304,206 in 1996 compared
to $499,564 in 1995. In 1996 the gains were mainly from the sale of assets
from the rubber division after the downsizing. In 1995 the gains were from
the sale of the Company's Blanchester, Ohio property and the sale of
marketable securities. Dividends and interest income (before tax) were
$1,627,923 compared to $1,595,046 in 1995. The Company had $235,500 of after
tax income resulting from the termination of a self-insured health plan.
-16-
FINANCIAL POSITION, LIQUIDITY AND CAPITAL COMMITMENTS
The Company's cash requirements in 1998 were funded by its cash flow and
short term borrowings. The Working Capital increased $8,214,153 during the
past year. The increase in Working Capital was a result of the increased
value of Marketable Securities of $16,018,970 and reduced by the increase
in Deferred Federal Income Tax of $5,440,402. Capital expenditures were
$807,121 compared to total depreciation and amortization of $523,796.
1998 1997
QUARTER HIGH LOW DIVIDEND HIGH LOW DIVIDEND
------- ---- --- -------- ---- --- --------
First 39 36-1/4 $.20 33-3/4 29-5/8 $.20
Second 41-1/4 37-1/2 $.20 37-1/4 33-1/4 $.20
Third 41 32-7/8 $.20 40 36-5/8 $.20
Fourth 39-1/2 30 $.20 40 38 $.20
The common stock of Vulcan International Corporation is listed on the American
Stock Exchange. The high and low sale prices and the dividends paid for each
quarterly period within the two most recent years were as shown.
FORM 10-K
A copy of the 1998 Vulcan International Corporation 10-K report filed with the
Securities and Exchange Commission will be furnished without charge upon
request by a shareholder or beneficial owner as of the record date, March 24,
1999, 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
-17-
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Vulcan International Corporation
Wilmington, Delaware
We have audited the accompanying consolidated balance sheets of Vulcan
International Corporation (a Delaware Corporation) and subsidiaries as of
December 31, 1998 and 1997, and the related consolidated statements of income,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1998. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Vulcan
International Corporation and subsidiaries at December 31, 1998 and 1997, and
the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1998, in conformity with generally
accepted accounting principles.
As discussed in Note 8 to the consolidated financial statements, the Company
has been advised that it is a potentially responsible party in certain
environmental matters. The amount of liability cannot be predicted at this
time.
/s/ J.D. CLOUD & CO. L.L.P.
Certified Public Accountants
Cincinnati, Ohio
February 22, 1999
-18-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
At December 31, 1998 and 1997
-ASSETS- 1998 1997
CURRENT ASSETS:
Cash $ 1,275,656 2,141,676
Marketable securities 50,347,778 34,328,808
Accounts receivable (less-allowance
for doubtful accounts-$256,211
in 1998; $260,417 in 1997) 1,234,135 1,718,037
Inventories 512,220 611,959
Prepaid expense 21,608 31,176
Refundable federal income tax 114,622 68,700
---------- ----------
TOTAL CURRENT ASSETS 53,506,019 38,900,356
---------- ----------
PROPERTY, PLANT AND EQUIPMENT:
Land 88,581 88,581
Timberlands and timber cutting rights 700,393 700,393
Buildings and improvements 3,968,866 3,870,675
Machinery and equipment 9,137,505 9,880,090
Leasehold improvements 282,654 282,654
Construction-in-process 62,508 51,520
---------- ----------
Total 14,240,507 14,873,913
Less-Accumulated depreciation
and depletion 11,441,682 12,375,142
---------- ----------
PROPERTY, PLANT AND EQUIPMENT-NET 2,798,825 2,498,771
---------- ----------
MODELS AND PATTERNS-at nominal value 1 1
---------- ----------
INVESTMENT IN JOINT VENTURE 63,089 350,696
---------- ----------
DEFERRED CHARGES AND OTHER ASSETS:
Marketable securities 35,590,860 37,526,937
Note receivable - 613,419
Other 3,052,944 2,525,413
---------- ----------
TOTAL DEFERRED CHARGES AND
OTHER ASSETS 38,643,804 40,665,769
---------- ----------
TOTAL ASSETS $95,011,738 82,415,593
========== ==========
-19-
-LIABILITIES AND SHAREHOLDERS' EQUITY-
CURRENT LIABILITIES:
Notes payable - bank $ 1,170,000 -
Accounts payable-
Trade 213,189 277,845
Other 227,906 252,394
Accrued salaries, wages and commissions 192,598 169,337
Accrued other expenses 401,811 554,820
Deferred income tax 15,686,091 10,245,689
---------- ----------
TOTAL CURRENT LIABILITIES 17,891,595 11,500,085
---------- ----------
OTHER LIABILITIES:
Deferred income tax 11,789,266 12,358,733
Other 24,179 24,359
---------- ----------
TOTAL OTHER LIABILITIES 11,813,445 12,383,092
---------- ----------
COMMITMENTS AND CONTINGENCIES (See Note 8) - -
MINORITY INTEREST IN PARTNERSHIP 10,774 37,426
---------- ----------
SHAREHOLDERS' EQUITY:
Common stock no-par value;
Authorized 2,000,000 shares; issued
1,999,512 249,939 249,939
Additional paid-in capital 5,626,843 5,619,993
Retained earnings 25,054,570 24,543,468
Accumulated other comprehensive income 52,506,224 43,211,515
---------- ----------
83,437,576 73,624,915
Less-Common stock in treasury-at cost,
863,177 shares in 1998 and
782,168 shares in 1997 18,141,652 15,129,925
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 65,295,924 58,494,990
---------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $95,011,738 82,415,593
========== ==========
The accompanying notes to consolidated financial statements are an integral
part of these statements.
-20-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Three years ended December 31, 1998
1998 1997 1996
REVENUES:
Net sales $10,374,808 11,958,530 15,459,546
Dividends and interest 1,828,520 1,794,152 1,627,923
---------- ---------- ----------
TOTAL REVENUES 12,203,328 13,752,682 17,087,469
---------- ---------- ----------
COST AND EXPENSES:
Cost of sales 10,319,930 11,336,967 14,136,851
General and administrative 1,230,851 1,529,965 1,775,703
Interest expense 41,135 18,140 130,711
---------- ---------- ----------
TOTAL COST AND EXPENSES 11,591,916 12,885,072 16,043,265
---------- ---------- ----------
EQUITY IN JOINT VENTURE INCOME 462,394 714,863 664,133
MINORITY INTEREST IN (INCOME)
OF PARTNERSHIP (4,368) (4,521) (4,711)
---------- ---------- ----------
INCOME BEFORE GAIN ON
DISPOSAL OF ASSETS 1,069,438 1,577,952 1,703,626
NET GAIN ON DISPOSAL OF PROPERTY
AND EQUIPMENT 682,024 602,662 793,855
---------- ---------- ----------
INCOME BEFORE INCOME TAXES 1,751,462 2,180,614 2,497,481
INCOME TAX PROVISION 296,946 394,809 539,129
---------- ---------- ----------
NET INCOME $ 1,454,516 1,785,805 1,958,352
========== ========== ==========
Net Income Per Common Share
Outstanding $ 1.23 1.44 1.63
========== ========== ==========
The accompanying notes to consolidated financial statements are an integral
part of these statements.
-21-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Three years ended December 31, 1998
$3.00 Prior $4.50 Cumulative
Preferred Shares Preferred Shares Common
Outstanding Outstanding Stock
--------------- --------------- -------
Shares Amount Shares Amount
Balance at January 1, 1996 280 $28,000 692 38,060 249,939
Add-Net income for the year
Net unrealized gain on
available-for-sale
securities (net of taxes
of $4,745,601)
Sale of treasury shares
Deduct-Dividends declared:
Preferred shares
$ .80 per share-common
Purchase of treasury
shares
--- ------ --- ------ -------
Balance at December 31, 1996 280 28,000 692 38,060 249,939
Add-Net income for the year
Net unrealized gain on
available-for-sale
securities (net of taxes
of $7,844,633)
Deduct-Dividends declared:
Preferred shares
$ .80 per share-common
Redemption of preferred
shares 280 28,000 692 38,060
Purchase of treasury shares
--- ------ --- ------ -------
Balance at December 31, 1997 - - - - 249,939
Add-Net income for the year
Net unrealized gain on
available-for-sale
securities (net of taxes
of $4,788,183)
Sale of treasury shares
Deduct-Dividends declared:
$ .80 per share-common
Purchase of treasury
shares
--- ------ --- ------ -------
Balance at December 31, 1998 - $ - - - 249,939
=== ====== === ====== =======
-22-
Accumulated
Additional Other
Paid-In Retained Comprehensive
Capital Earnings Income
---------- -------- ---------------
Balance at January 1, 1996 4,283,961 22,796,484 21,977,823
Add-Net income for the year 1,958,352
Net unrealized gain on
available-for-sale
securities (net of taxes
of $4,745,601) 6,006,003
Sale of treasury shares 1,336,032
Deduct-Dividends declared:
Preferred shares 3,954
$ .80 per share-common 968,226
Purchase of treasury
shares
--------- ---------- ----------
Balance at December 31, 1996 5,619,993 23,782,656 27,983,826
Add-Net income for the year 1,785,805
Net unrealized gain on
available-for-sale
securities (net of taxes
of $7,844,633) 15,227,689
Deduct-Dividends declared:
Preferred shares 1,977
$ .80 per share-common 991,876
Redemption of preferred
shares 31,140
Purchase of treasury shares
--------- ---------- ----------
Balance at December 31, 1997 5,619,993 24,543,468 43,211,515
Add-Net income for the year 1,454,516
Net unrealized gain on
available-for-sale
securities (net of taxes
of $4,788,183) 9,294,709
Sale of treasury shares 6,850
Deduct-Dividends declared:
$ .80 per share-common 943,414
Purchase of treasury
shares
--------- ---------- ----------
Balance at December 31, 1998 5,626,843 25,054,570 52,506,224
========= ========== ==========
-23-
Total
Comprehensive Common Shareholders'
Income Treasury Shares Equity
-------------- -------------------- ------------
Shares Amount
Balance at January 1, 1996 784,640 13,268,779 36,105,488
Add-Net income for the year 1,958,352 1,958,352
Net unrealized gain on
available-for-sale
securities (net of taxes
of $4,745,601) 6,006,003 6,006,003
Sale of treasury shares (75,000) (325,092) 1,661,124
Deduct-Dividends declared:
Preferred shares 3,954
$ .80 per share-common 968,226
Purchase of treasury
shares 35,528 810,028 810,028
---------- ------- ---------- ----------
Balance at December 31, 1996 7,964,355 745,168 13,753,715 43,948,759
==========
Add-Net income for the year 1,785,805 1,785,805
Net unrealized gain on
available-for-sale
securities (net of taxes
of $7,844,633) 15,227,689 15,227,689
Deduct-Dividends declared:
Preferred shares 1,977
$ .80 per share-common 991,876
Redemption of preferred
shares 97,200
Purchase of treasury shares 37,000 1,376,210 1,376,210
---------- ------- ---------- ----------
Balance at December 31, 1997 17,013,494 782,168 15,129,925 58,494,990
==========
Add-Net income for the year 1,454,516 1,454,516
Net unrealized gain on
available-for-sale
securities (net of taxes
of $4,788,183) 9,294,709 9,294,709
Sale of treasury shares (200) (975) 7,825
Deduct-Dividends declared:
$ .80 per share-common 943,414
Purchase of treasury
shares 81,209 3,012,702 3,012,702
---------- ------- ---------- ----------
Balance at December 31, 1998 10,749,225 863,177 18,141,652 65,295,924
========== ======= ========== ==========
The accompanying notes to consolidated financial statements are an integral
part of these statements.
-24-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three years ended December 31, 1998
1998 1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers $ 10,769,076 12,677,354 15,652,624
Cash paid to suppliers and employees (11,657,332) (12,378,416) (15,095,554)
Dividends and interest received 1,831,036 1,794,733 1,628,811
Interest paid (35,019) (20,439) (142,349)
Income tax refunds - - 194,199
Income taxes paid (271,870) (303,736) (330,014)
---------- ---------- ----------
NET CASH FLOWS FROM
OPERATING ACTIVITIES 635,891 1,769,496 1,907,717
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and
equipment 675,984 677,552 992,533
Purchase of marketable securities - (3,839) -
Purchase of property, plant and
equipment (807,121) (212,366) (981,721)
Cash distribution from joint venture 750,000 1,050,000 650,000
Collection on notes receivable 657,517 73,958 72,014
---------- ---------- ----------
NET CASH FLOWS FROM
INVESTING ACTIVITIES 1,276,380 1,585,305 732,826
----------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under credit agreements 1,770,000 700,000 1,195,000
Principal payments under credit
agreements (600,000) (700,000) (3,370,000)
Proceeds from sale of treasury shares 7,825 - 1,434,250
Purchase of common and preferred shares (3,012,702) (1,473,410) (810,028)
Cash dividends paid (943,414) (993,853) (972,180)
---------- ---------- ----------
NET CASH FLOWS FROM
FINANCING ACTIVITIES (2,778,291) (2,467,263) (2,522,958)
---------- ---------- ----------
NET CHANGE IN CASH AND
CASH EQUIVALENTS (866,020) 887,538 117,585
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 2,141,676 1,254,138 1,136,553
---------- ---------- ----------
CASH AND CASH EQUIVALENTS AT
END OF YEAR $ 1,275,656 2,141,676 1,254,138
========== ========== ==========
-25-
RECONCILIATION OF NET INCOME TO NET
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,454,516 1,785,805 1,958,352
Adjustments:
Depreciation and amortization 523,796 607,914 677,621
Deferred income tax 82,751 50,485 324,697
Equity in joint venture income and
minority interest (458,026) (710,342) (661,917)
Gain on sale of property and equipment (682,024) (602,662) (793,855)
Stock compensation programs - - 226,875
Decrease in accounts receivable 408,784 768,905 283,966
Decrease in inventories 99,739 22,036 437,957
Decrease) in accounts payable,
accrued expenses and other (793,645) (152,645) (545,979)
---------- ----------- ----------
NET CASH FLOWS FROM
OPERATING ACTIVITIES $ 635,891 1,769,496 1,907,717
========== ========== ==========
The accompanying notes to consolidated financial statements are an integral
part of these statements.
-26-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
It is the policy of the Company to employ generally accepted accounting
principles in the preparation of its financial statements. A summary of the
Company's significant accounting policies follows:
ACCOUNTING ESTIMATES-
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
BASIS OF CONSOLIDATION-
The consolidated financial statements include the accounts of Vulcan
International Corporation, its wholly-owned subsidiary companies and its
majority-owned partnership. Intercompany accounts and transactions have been
eliminated in consolidation.
MINORITY INTEREST-
Cincinnati Club Building Associates (CCBA) was formed in 1993 for the purchase
of certain commercial property in Cincinnati, Ohio. The Company's offices are
located in a portion of the property with the remainder available for leasing.
The Company's consolidated financial statements include 100% of the assets,
liabilities and income, or loss, of CCBA. The minority owner's 2.5% interest
in CCBA is reflected as a minority interest in partnership and a minority
interest in (income) of partnership in the respective consolidated balance
sheets and consolidated statements of income.
INVESTMENT IN JOINT VENTURE-
In June 1990, the Company formed a Joint Venture (the Vulcan Brunswick Bowling
Pin Company) with Brunswick Bowling and Billiards Corporation to manufacture
bowling pins. The Company, through a wholly-owned subsidiary, has an
undivided 50% interest in the Joint Venture which is accounted for under the
equity method of accounting. Under this method, the Company records the
investment at its original cost adjusted for 50% of the Joint Venture's
income or loss since formation less any distributions received from the
Joint Venture.
MARKETABLE SECURITIES-
Marketable securities are classified as securities available-for-sale and,
accordingly, are recorded at fair market value. Marketable securities
available for current operations are classified as current assets while
securities held for non-current uses are classified as long-term assets.
Dividends and interest are recorded in income when earned. Unrealized holding
gains and losses, net of deferred tax, are included as a component of
shareholders' equity until realized. In computing realized gain or loss on
the sale of marketable securities, the cost of securities sold is determined
by the specific identification method.
-27-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1998
(Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
INVENTORIES-
Substantially all inventories are stated at cost under the last-in, first-out
(LIFO) method, which is not in excess of market.
PROPERTY, PLANT AND EQUIPMENT-
Property, plant and equipment are stated at cost. The Company provides for
depreciation over the estimated useful lives of the respective assets using
both straight line and accelerated methods. Buildings and improvements are
depreciated over 10 to 45 years, machinery and equipment over 3 to 11 years,
and leasehold improvements are amortized over the lives of the leases. Timber
depletion charges are based on the cost of timber cut.
INCOME TAXES-
Income tax expense (benefit) includes the tax effects of all revenue and
expense transactions included in the determination of pretax accounting
income. Deferred income tax results from temporary differences in the
financial statement basis and tax basis of assets and liabilities. These
temporary differences apply principally to depreciation expense, allowance
for doubtful accounts, compensated absences, prepaid pension expense and
unrealized holding gains on marketable securities. Tax credits are recognized
by a reduction of income tax expense in the periods the credits arise for tax
purposes.
COMPREHENSIVE INCOME-
Effective January 1, 1998 the Company adopted Statement of Financial
Accounting Standards No. 130, 'Reporting Comprehensive Income' (SFAS 130),
which establishes new rules for the reporting and display of comprehensive
income and its components. The adoption of SFAS 130 had no effect on the
Company's net income or shareholder's equity. SFAS 130 requires unrealized
gains, or losses, on the Company's available for sale securities to be
included in comprehensive income. Prior year financial statements have
been reclassified to conform to the requirements of SFAS 130.
RETIREMENT PLANS-
The Company maintains a noncontributory defined benefit pension plan for
certain eligible salaried and hourly employees. Pension benefits are
determined annually by consulting actuaries and are based on average
compensation and years of service. Past service cost is amortized over
periods not exceeding 30 years.
The Company also maintains a noncontributory defined contribution pension
plan for certain eligible union employees. Contributions to the plan are
based upon a participant's hours of service.
The qualified plans are funded annually to meet the minimum funding
requirements of the Internal Revenue Code and the Employee Retirement Income
Security Act of 1974.
-28-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1998
(Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
ADVERTISING COSTS-
Advertising costs are generally expensed as incurred.
CASH EQUIVALENTS-
For purposes of the statement of cash flows, the Company considers all time
deposits, certificates of deposit and other highly liquid investments
purchased with original maturities of three months or less to be cash
equivalents.
NET INCOME PER SHARE-
Net income per share of common stock outstanding is computed on the basis of
the weighted average number of common shares outstanding during each year
after giving effect to dividends on preferred shares.
NOTE 2 - MARKETABLE SECURITIES
The Company's investments in marketable securities have been classified as
available-for-sale securities and reported at their fair value as determined
by quoted market prices as follows:
Unrealized Fair
Cost Gains Value
1998
Current $ 3,760,470 46,587,308 50,347,778
Long-term 2,623,283 32,967,577 35,590,860
--------- ---------- ----------
Total $ 6,383,753 79,554,885 85,938,638
========= ========== ==========
1997
Current $ 3,760,470 30,568,338 34,328,808
Long-term 2,623,283 34,903,654 37,526,937
--------- ---------- ----------
Total $ 6,383,753 65,471,992 71,855,745
========= ========== ==========
The unrealized holding gains are included, net of deferred income tax of
$26,328,000 and $22,260,000 at December 31, 1998 and 1997, respectively, as
a component of shareholders' equity.
As of February 12, 1999, the fair value of marketable securities was
approximately $83,423,000 and the net unrealized holding gain was
approximately $50,846,000 net of deferred taxes of approximately $26,193,000.
-29-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1998
(Continued)
NOTE 3 - INVENTORIES
Inventories at December 31, 1998 and 1997, were classified as follows:
1998 1997
------------------------
Finished goods $206,445 220,117
Work in process 91,048 119,116
Raw materials 214,727 272,726
------- -------
Total $512,220 611,959
======= =======
As indicated in Note 1, substantially all inventories are stated at cost
determined under the last-in, first-out (LIFO) method. If valued at current
replacement cost, inventories would have been approximately $1,187,000 and
$1,240,000 greater than reported at December 31, 1998 and 1997, respectively.
In each of the years ended December 31, 1998, 1997 and 1996, inventory
quantities were reduced. These reductions resulted in liquidations of LIFO
inventory quantities carried at lower costs prevailing in prior years as
compared with the cost of current purchases. The inventory reductions
increased 1998, 1997 and 1996 net income by approximately $41,000, $45,000
and $431,000, respectively, or $.03, $.04 and $.36 per weighted average
common share outstanding, respectively.
NOTE 4 - JOINT VENTURE
The Company, through a wholly-owned subsidiary, has 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.
-30-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1998
(Continued)
NOTE 4 - JOINT VENTURE (Continued)
Summarized financial information for VBBPC consists of the following:
1998 1997
----------------------
Assets:
Current assets $1,674,735 2,039,068
Property, plant and equipment 3,572,141 3,867,079
Other 3,127,658 3,216,398
--------- ---------
Total $8,374,534 9,122,545
========= =========
Liabilities and Partners' Capital:
Current liabilities $ 235,577 381,647
Partners' capital 8,138,957 8,740,898
--------- ----------
Total $8,374,534 9,122,545
========= =========
1998 1997 1996
Statements of Operations:
Net sales $10,975,183 13,687,323 13,373,665
Costs and expenses 10,111,724 12,429,347 12,162,770
Other income (net) 34,600 72,364 13,475
---------- ---------- ----------
Net income $ 898,059 1,330,340 1,224,370
========== ========== ==========
Company's equity in net
income of VBBPC $ 449,029 665,170 612,185
Adjustments 13,365 49,694 51,948
---------- ---------- ----------
Company's equity in net
income $ 462,394 714,864 664,133
========== ========== ==========
-31-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1998
(Continued)
NOTE 4 - JOINT VENTURE (Continued)
The Company's investment in the Joint Venture at December 31, 1998, including
accumulated income, less distributions, since acquisition is $63,089. The
Company's 50% interest in the net assets of VBBPC amounted to $4,187,267 at
December 31, 1998. There were no undistributed earnings from the Joint
Venture included in the Company's retained earnings at December 31, 1998.
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,
1998 or 1997. 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:
1998 1997 1996
Sales to VBBPC $ 250,000 298,000 315,000
Purchases from VBBPC 2,005,000 2,147,000 2,851,000
Administrative fees received
from VBBPC 30,000 30,000 30,000
Net amount due from (to)
VBBPC (82,000) (148,000) (197,000)
Cash distributions from VBBPC 750,000 1,050,000 650,000
NOTE 5 - NOTES PAYABLE
The Company maintains a revolving credit agreement with its bank that provides
for borrowings of up to $4,500,000 through July 31, 1999. Interest is
payable monthly at the federal funds rate plus 1.75% (5.82% at December 31,
1998). Borrowings under the agreement were $1,170,000 at December 31, 1998
and none at December 31, 1997 and are secured by certain marketable equity
securities.
The weighted average interest rate was 6.90% and 7.24% for the respective
years ended December 31, 1998 and 1997. Marketable securities pledged as
collateral under the agreement had a market value of approximately $7,168,000
at December 31, 1998.
The Company also maintains a revolving credit agreement with its bank that
provides for additional short-term borrowings of up to $5,000,000 at the prime
rate secured by certain real and personal property of the Company.
-32-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1998
(Continued)
NOTE 6 - LEASES
The Company leases office space to various tenants under operating leases
expiring from 1998 to 2004. The company's basis in the property held for
lease at December 31, 1998 and 1997 is as follows:
1998 1997
Land $ 37,803 37,803
Building and improvements 540,727 487,228
------- -------
578,530 525,031
Less accumulated depreciation 167,053 121,558
------- -------
$411,477 403,473
======= =======
Minimum future rental income under noncancelable leases as of December 31,
1998, are as follows:
Year ending December 31,
1999 $375,000
2000 322,000
2001 136,000
2002 139,000
2003 140,000
2004 7,000
The Company incurred rental expense under operating leases of approximately
$12,000 for each of the three years ended December 31, 1998.
-33-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1998
(Continued)
NOTE 7 - EMPLOYEE BENEFIT PLANS
The Company maintains a noncontributory defined benefit pension plan for
certain eligible salaried and hourly employees. The funded status and net
pension credit recognized in the accompanying consolidated financial
statements consisted of:
1998 1997
Change in benefit obligations:
Benefit obligations - January 1, $ 8,217,896 8,163,114
Service cost 56,329 59,362
Interest cost 527,039 513,756
Actuarial gain 200,454 -
Benefits paid (623,050) (518,336)
---------- ----------
Benefit obligation - December 31, 8,378,668 8,217,896
---------- ----------
Change in plan assets:
Fair market value of plan
assets - January 1, 13,002,697 11,247,429
Actual return on plan assets 2,433,671 2,273,604
Benefits paid (623,050) (518,336)
---------- ----------
Fair value of plan assets -
December 31, 14,813,318 13,002,697
---------- ----------
Funded status 6,434,650 4,784,801
Unrecognized prior service cost 300,693 391,410
Unrecognized net gain from actual
experience different from that assumed (3,331,312) (2,179,397)
Unrecognized net transition asset (393,000) (524,001)
---------- ----------
Prepaid pension expense - December 31, $ 3,011,031 2,472,813
========== ==========
-34-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1998
(Continued)
NOTE 7 - EMPLOYEE BENEFIT PLANS (Continued)
1998 1997 1996
Components of net periodic
benefit costs:
Service cost $ 56,329 59,362 57,536
Interest cost 527,039 513,756 487,918
Return on plan assets:
Actual (2,433,671) (2,273,604) (1,241,275)
Deferred 1,352,369 1,394,543 424,972
Amortization of prior
service cost 90,717 90,715 90,715
Amortization of net
transition asset (131,001) (131,001) (131,001)
--------- --------- ---------
Net pension credit $ (538,218) (346,229) (311,135)
========= ========= =========
Significant actuarial assumptions used in the above computations include the
following:
1998 1997
Assumed discount rate 6.5% 6.5%
Expected long-term rate of return on
plan assets 8.0% 8.0%
Rate of increase in future compensation levels 5.0% 4.5%
Average remaining service period 15 years 15 years
Pension plan assets are invested primarily in U.S. Government guaranteed debt
securities and publicly-traded stocks and bonds. The vested actuarial present
value of benefit obligations is based upon the participant's expected date of
separation or retirement.
Company contributions to union sponsored multi-employer pension plans amounted
to $7,700 in 1998, $11,000 in 1997 and $12,000 in 1996. The Company's
relative position and undertaking in regard to these plans is not readily
determinable. Company contributions to its defined contribution plan were
$16,000 in 1998 $16,000 in 1997 and $24,000 in 1996.
-35-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1998
(Continued)
NOTE 7 - EMPLOYEE BENEFIT PLANS (Continued)
The Company maintains a stock option plan that provides for the granting of
options to certain key employees to purchase shares of treasury stock at such
price as may be determined by the Board of Directors. If the employee
voluntarily leaves the Company within two years of exercising a stock option,
for reasons other than death or disability, the Company may, at its option,
reacquire the employee's stock at the original exercise price within three
months of the employee's termination.
In 1993, the Company's Stock Option Committee granted options, under the plan,
to purchase not more than 50,000 shares of treasury stock at $19.75 per share.
There were 46,000 options outstanding which were exercised in 1996. In 1995,
the Company's Stock Option Committee granted options, under the plan, to
purchase not more than 25,000 shares of treasury stock at $20 per share.
During 1996, all 71,000 outstanding stock options were exercised. The Company
recognized approximately $162,000 additional compensation expense related to
the exercise of the options. There were no options outstanding, exercised or
granted during 1998.
Additionally, in 1995, the Company's Board of Directors adopted a resolution
making treasury shares available for purchase by the directors at the closing
market price 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. A director purchased 200 shares during the year under this
resolution.
NOTE 8 - CONTINGENCIES
The Company has been advised that it is a potentially responsible party,
together with eighteen other parties, with regard to the Resolve, Inc.
Superfund Site, located in North Dartmouth, Massachusetts with potential
joint and several liability of $5.7 million. The Company is contesting any
liability for this site. The Company has not received notice of a claim
or assessment and its liability cannot be estimated at this time. There may
be other potential clean-up liability at other sites of which the Company has
no specific knowledge.
The Company is involved in litigation matters and other claims which are
normal in the course of operations. Management believes that the resolution
of these matters will not have a material effect on the Company's business or
financial condition.
At December 31, 1998 approximately 36% of the Company's labor force was
subject to collective bargaining agreements which expire in October, 2002.
-36-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1998
(Continued)
NOTE 9 - REDEEMABLE PREFERRED STOCK
In 1997, the Company, at it's option, redeemed all of the outstanding shares
of the $4.50 Cumulative Preferred stock and $3.00 Prior Preferred stock for
$100.00 per share. A preference of $31,000 in excess of the stated value
was paid.
NOTE 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.
Significant components of the Company's deferred tax liabilities and assets as
of December 31 are as follows:
1998 1997
Deferred tax liabilities:
Tax over book depreciation $ 81,198 123,475
Prepaid pension expense 1,052,881 869,012
Undistributed earnings of
domestic subsidiary 167,332 157,614
Unrealized holding gains 27,048,661 22,260,477
---------- ----------
Total deferred tax liabilities 28,350,072 23,410,578
---------- ----------
Deferred tax assets:
Vacation accruals 50,027 54,244
Allowance for doubtful accounts 87,111 80,332
Accrued other expenses 16,456 12,970
Alternative minimum tax credit
and general business credit
carryforward 721,121 658,610
---------- ----------
Total deferred tax assets 874,715 806,156
---------- ----------
Net deferred tax liabilities $27,475,357 22,604,422
========== ==========
-37-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1998
(Continued)
NOTE 10 - INCOME TAXES (Continued)
Significant components of the income tax provision are as follows:
1998 1997 1996
Current $214,195 344,324 214,432
Deferred 82,751 50,485 324,697
------- -------- -------
$296,946 394,809 539,129
======= ======== =======
A reconciliation of income tax at the federal statutory rate of 34% to the
income tax provision follows:
1998 1997 1996
Income taxes at federal
statutory rate $ 595,497 741,409 849,143
Increase (reduction) in taxes
resulting from:
Domestic corporation
dividend received deduction (320,641) (386,211) (362,893)
Amortization 16,386 16,386 16,386
Other-net 5,704 23,225 36,493
------- ------- -------
Income tax provision $ 296,946 394,809 539,129
======= ======= =======
NOTE 11 - FINANCIAL INSTRUMENTS
The carrying amounts of cash, accounts receivable, and current liabilities
approximate fair value. The fair value of marketable securities was
determined based on quoted market prices.
Financial instruments which potentially subject the Company to concentrations
of credit risk are cash investments which may, at times, exceed federally
insured limits. The Company places its cash investments with high-credit-
quality financial institutions. The Company does not believe significant
concentration of credit risk exists with respect to these financial
instruments.
-38-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1998
(Continued)
NOTE 12 - 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 plastics, bowling pins and real
estate operations. The rubber and plastics segment produces foam products
and uncured rubber as well as rubber products and shoe lasts for the shoe
industry. Operations in the bowling pin segment involve the sale of bowling
pins and production of bowling pins through its 50% owned joint venture.
The real estate operations segment consists of rental real estate and
undeveloped real estate from which income is currently derived from the
sale of timber. The 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 $537,000 in 1998, $983,000 in 1997 and
$1,899,000 in 1996. The Company does not have assets located outside the
United States.
Operating profit is total revenue less operating expenses. In computing
operating profit, the following items have not been added or deducted:
general corporate expenses, interest expense, federal and state income taxes,
dividend and interest income, nonrecurring gains or losses realized on the
disposal of property and equipment and the sale of marketable securities.
Revenue from timber sales is reported in the consolidated statement of
income under gains on disposal of property and equipment.
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 $534,937 in 1998, $968,217
in 1997 and $1,804,893 in 1996 have been eliminated.
More than ten percent of aggregate revenues of the segments were derived from
certain customers. The rubber segment had sales to a single customer
amounting to $2,483,000 in 1997 and $3,492,000 in 1996.
-39-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1998
(Continued)
NOTE 12 - BUSINESS SEGMENTS (Continued)
Information relative to the major segments of the Company's operations
follows:
1998 1997 1996
SALES TO UNAFFILIATED CUSTOMERS:
Rubber and Plastics $ 7,734,998 9,332,565 12,104,816
Bowling Pins 2,221,122 2,199,621 2,954,726
Real Estate Operations 691,846 912,384 889,653
---------- ---------- ----------
$10,647,966 12,444,570 15,949,195
========== ========== ==========
INTERSEGMENT SALES:
Rubber and Plastics $ 104,019 92,211 136,149
Bowling Pins 430,918 876,006 1,668,744
========== ========== ==========
INTEREST INCOME:
Bowling Pins $ 31,920 27,252 16,298
Bowling Pins - Intercompany 4,881 7,353 8,238
Real Estate Operations 50,571 82,616 85,786
Corporate 25,660 61,549 1,077
---------- ---------- ----------
$ 113,032 178,770 111,399
========== ========== ==========
OPERATING PROFIT (LOSS):
Rubber and Plastics $ (873,525) (322,956) (203,622)
Bowling Pins 215,079 512,975 799,688
Real Estate Operations 403,522 618,238 623,165
---------- ---------- ----------
SUBTOTAL (254,924) 808,257 1,219,231
GENERAL CORPORATE INCOME 2,052,402 1,397,850 1,417,199
INTEREST EXPENSE - INTERCOMPANY (4,881) (7,353) (8,238)
INTEREST EXPENSE - OTHER (41,135) (18,140) (130,711)
---------- ---------- ----------
INCOME BEFORE INCOME TAXES 1,751,462 2,180,614 2,497,481
INCOME TAX PROVISION 296,946 394,809 539,129
---------- ---------- ----------
NET INCOME $ 1,454,516 1,785,805 1,958,352
========== ========== ==========
-40-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1998
(Continued)
NOTE 12 - BUSINESS SEGMENTS (Continued)
1998 1997 1996
DEPRECIATION AND AMORTIZATION:
Rubber and Plastics $ 465,269 535,692 612,928
Bowling Pins 490 - 2,600
Real Estate Operations 53,715 57,335 47,475
Corporate and Other 4,322 14,887 14,618
---------- ---------- ----------
$ 523,796 607,914 677,621
========== ========== ==========
IDENTIFIABLE ASSETS:
Rubber and Plastics $ 3,191,165 3,175,636 4,113,519
Bowling Pins 1,558,381 2,035,604 2,708,549
Real Estate Operations 823,484 1,945,314 1,974,100
Corporate and Other 89,438,698 75,259,039 51,052,455
---------- ---------- ----------
TOTAL ASSETS $95,011,728 82,415,593 59,848,623
========== ========== ==========
CAPITAL EXPENDITURES:
Rubber and Plastics 599,504 179,690 811,215
Bowling Pins 3,396 - -
Real Estate Operations $ 54,503 3,456 98,930
========== ========== ==========
EQUITY IN JOINT VENTURE INCOME
INCLUDED IN SEGMENT OPERATING
INCOME:
Bowling Pins $ 462,394 714,863 664,133
========== ========== ==========
INVESTMENT IN JOINT VENTURE
INCLUDED IN SEGMENT ASSETS:
Bowling Pins $ 63,089 350,696 685,832
========== ========== ==========
REVENUES:
Total revenues for reportable
segments $10,647,966 12,444,570 15,949,195
Timber sales included in gain
on disposal of assets (273,158) (486,040) (489,649)
---------- ---------- ----------
TOTAL CONSOLIDATED REVENUES $10,374,808 11,958,530 15,459,546
========== ========== ==========
-41-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1998
(Continued)
NOTE 13 - COMPUTATION OF NET INCOME AND CASH DIVIDENDS PER
COMMON SHARE OUTSTANDING:
1998 1997 1996
a) Net income (loss) $1,454,516 1,785,805 1,958,352
b) Dividends on preferred shares - 1,977 3,954
--------- --------- ---------
c) Net income attributable to
common shares $1,454,516 1,783,828 1,954,398
========= ========= =========
d) Dividends on common shares $ 943,414 991,876 968,226
========= ========= =========
Weighted average shares:
e) Common shares issued 1,999,512 1,999,512 1,999,512
f) Common treasury shares 815,780 757,499 799,642
--------- --------- ---------
g) Common shares outstanding 1,183,732 1,242,013 1,199,870
========= ========= =========
h) Income per common share
outstanding c/g $ 1.23 1.44 1.63
========= ========= =========
i) Dividends paid per common share $ .80 .80 .80
========= ========= =========
-42-
VULCAN INTERNATIONAL CORPORATION
Five-Year Record
Selected Financial Data
1998 1997 1996 1995 1994
Net revenue $12,203,328 13,752,682 17,087,469 18,112,150 18,131,212
Income (loss)
before taxes 1,751,462 2,180,614 2,497,481 (574,769) 1,101,818
Income taxes
(benefit) 296,946 394,809 539,129 (486,746) 122,581
Net income (loss) 1,454,516 1,785,805 1,958,352 (88,023) 979,237
Income (loss) per
common share 1.23 1.44 1.63 (.07) .76
Dividends per
common share .80 .80 .80 .80 .80
Property, plant and
equipment (net) 2,798,825 2,498,771 2,955,657 2,851,181 3,201,587
Depreciation 513,045 594,138 662,687 677,631 788,168
Current assets 53,506,019 38,900,356 28,500,783 23,624,962 17,660,662
Ratio current assets
to current
liabilities 2.99 to 1 3.38 to 1 3.62 to 1 2.80 to 1 3.48 to 1
Total assets 95,011,738 82,415,593 59,848,623 51,076,828 38,892,364
Long-term debt - - - - -
Redeemable preferred
stock (solely at the
option of the issuer) - - 66,060 66,060 66,060
Accumulated other
comprehensive
income 52,506,224 43,211,515 27,983,826 21,977,823 12,765,774
Total shareholders'
equity 62,295,924 58,494,990 43,948,759 36,105,488 29,338,281
Book value per
common share 57.46 48.05 35.04 29.72 22.84
-43-
VULCAN INTERNATIONAL CORPORATION
Selected Quarterly Financial Data
Net Income
Per Common
Total Gross Net Share
Revenues Profit(Loss) Income Outstanding
-------- ------------ ------------ -----------
1998
- ----
First Quarter $ 3,305,395 137,047 716,095 .59
Second Quarter 2,833,745 (55,798) 119,652 .10
Third Quarter 2,944,065 54,359 70,706 .06
Fourth Quarter 3,120,123 (80,730) 548,063 .48
---------- -------- --------- ----
$12,203,328 54,878 1,454,516 1.23
========== ======== ========= ====
1997
- ----
First Quarter $ 3,249,414 198,432 599,421 .48
Second Quarter 3,401,564 379,436 459,250 .36
Third Quarter 3,297,939 209,996 353,216 .29
Fourth Quarter 3,803,765 (166,301) 373,918 .31
---------- -------- --------- ----
$13,752,682 621,563 1,785,805 1.44
========== ======== ========= ====
-44-
Exhibit 20
PROXY STATEMENT
VULCAN INTERNATIONAL CORPORATION
300 Delaware Avenue
Wilmington, Delaware 19801
Notice of Annual Meeting of Shareholders
To Be Held May 6, 1999
The Annual Meeting of Shareholders of Vulcan International Corporation will be
held at the PNC Bank Building, Executive Board Room, 18th Floor, 222 Delaware
Ave., Wilmington, Delaware on Thursday, May 6, 1999 at 11:30 a.m. for the
following purposes:
1. To elect Directors.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has established the close of business on March 24, 1999
as the record date for determining those shareholders who will be entitled to
vote at the meeting.
Wilmington, Delaware BY ORDER OF THE BOARD OF DIRECTORS
April 5, 1999 VERNON E. BACHMAN, SECRETARY
PLEASE READ THE PROXY STATEMENT AND THEN PROMPTLY COMPLETE, EXECUTE AND RETURN
THE ENCLOSED PROXY IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE. YOU CAN SPARE
YOUR COMPANY THE EXPENSE OF FURTHER PROXY SOLICITATION BY RETURNING YOUR PROXY
CARD PROMPTLY.
-45-
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of and at the cost
of Vulcan International Corporation (the "Company"). Under the Delaware
statutes, any shareholder may revoke a proxy by voting in person at the
meeting or by delivering a later dated proxy or other writing revoking the
proxy before it is voted at the meeting.
The Board of Directors has established as the record date for determining
shareholders entitled to notice and to vote at the meeting, the close of
business March 24, 1999.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company, as of February 1, 1999 had outstanding 1,134,835 shares of common
capital stock, each of which is entitled to one vote. There are no other
voting or equity securities outstanding. There is set forth below information
with respect to the stock ownership of any person who is known to be the
beneficial owner of more than 5% of the Company's common stock and the stock
ownership of management as of February 1, 1999.
HOLDERS OF 5% OR MORE
Name and Address Amount and Nature Percent of Class
of Beneficial Owner of Beneficial Ownership
- ------------------------------------------------------------------------------
Dimensional Fund
Advisors, Inc. Directly Owned: 62,799
1299 Ocean Avenue Indirectly Owned: -
Santa Monica, CA 90401 Total Owned: 62,799 5.5%
(1) Deliaan A. Gettler Directly Owned: 3,100
9200 Old Indian Hill Rd. Indirectly Owned 234,664
Cincinnati, OH 45243 Total Owned 237,764 21.0%
(2) Benjamin Gettler Directly Owned: 101,915
9200 Old Indian Hill Rd. Indirectly Owned: 2,685
Cincinnati, OH 45243 Total Owned: 104,600 9.2%
Lloyd I. Miller III Directly Owned 61,315
4550 Gordon Drive Indirectly Owned 3,600
Naples, FL 33940 Total Owned 64,915 5.7%
[FN]
(1) Deliaan A. Gettler is the wife of Benjamin Gettler. She is trustee of
the Gettler Family Special 1997 Trust which owns 230,000 shares and
holds 4,664 shares as custodian for Benjamin R. Gettler, son of Mr.
and Mrs. Gettler.
(2) The total owned does not include any shares directly or indirectly
owned by Deliaan A. Gettler. The total owned also does not include
17,051 shares held by Stanley I. Rafalo as Trustee of various trusts
for the benefit of persons related to Benjamin Gettler. If all of
those shares were counted, the total shares directly and indirectly
owned would be 395,415 which is 31.7% of the common capital stock of
the Company.
-46-
SECURITY OWNERSHIP OF MANAGEMENT
The total number of equity securities of the Company owned by all directors
and officers of the Company as a group (8) as of February 1, 1999 is set forth
below:
Amount and Nature of Beneficial Ownership Percent of Class
-----------------------------------------------------------------------------
Directly Owned: 185,866
Indirectly Owned: 263,602
Total Owned: 449,608 39.6%
The share ownership of each of the directors and nominees is set forth below
under the heading Election of Directors.
ELECTION OF DIRECTORS
The shares represented by the proxies will be voted for the election of the
seven (7) nominees listed below, each of whom is presently a Director. If any
such nominee shall be unable to serve (which is not now contemplated)
discretionary authority may be exercised to vote for a substitute. The terms
of all of the present Directors expire upon the election of their successors
in 1999. The following information is given with respect to the seven (7)
nominees based upon the records of the Company and information furnished by
each nominee as of February 1, 1999.
-47-
NOMINEES
Number of
First Shares Owned
Became Directly or Percent
Name and Principal Occupation Age Director In Indirectly (1) Owned
____________________________________________________________________________
Leonard Aconsky 68 l993 5,000 (2)
Consultant to and director
of Acotech Services, a
consulting firm on building
life safety systems; retired
in 1993 as Vice-President and
World-Wide Technical Coordinator
WITCO,a manufacturer of
specialty chemical products;
Director, Vulcan Corporation,
operating subsidiary of Company
Dennis J. Buckley 50 1991 90 (2)
General Counsel, Vulcan
International Corporation and
Subsidiaries
William T. Crutchfield 75 1963 59,097 5.2
Retired Vice President
Thomson McKinnon Securities, Inc.
Investment Services
Benjamin Gettler (3)(4) 73 1960 359,415 31.7
Chairman of the Board and
President
Vulcan International Corporation
and its operating subsidiary
company, Vulcan Corporation
Thomas D. Gettler, Esq. (4) 40 1992 12,106 1.1
Attorney
James K. Lewis 73 1978 1,649 (2)
Retired Executive Vice President
The Central Trust Company, N.A.
Banking
Stanley I. Rafalo, O.D. (4) 74 1975 34,052 3.0
Doctor of Optometry
(1) This report of share ownership is pursuant to Securities & Exchange
Commission regulations and, therefore, includes shares of close family
members residing in nominees' households for which shares Directors
disclaim beneficial ownership.
-48-
(2) Ownership is less than 1%.
(3) The number of shares shown include shares owned directly by Deliaan
A. Gettler, his wife, and shares referred to in footnote (4) below.
Mr. Gettler disclaims beneficial ownership of any of those shares.
(4) The number of shares shown as owned directly by Stanley I. Rafalo
includes 17,051 shares of common capital stock of the Company held by
him as a trustee of various trusts for the benefit of persons related
to Benjamin Gettler, including 5,000 as trustee for Thomas D. Gettler.
Thomas D. Gettler is the son of Benjamin Gettler.
EXECUTIVE COMPENSATION
The following table shows the compensation and stock option awards for the
last three fiscal years, and other annual compensation and all other
compensation for 1998, to the Chief Executive Officer who was the only
executive officer whose compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
-------------------------------------- ------------
Other
Annual
Name and Year Salary Bonus(1) Compen- Options/ All other
Principal Position sation SARs (#) Compensation
($) (1)
- ------------------------------------------------------------------------------
Benjamin Gettler
Chairman of the
Board and President 1998 $275,000 $25,000 0 O $12,750
1997 275,000 25,000 0 0 12,750
1996 225,000 64,500 0 0 12,000
________
(1) Director and Executive Committee Fees.
-49-
STOCK OPTION PLAN
The Vulcan International Corporation Stock Option Plan (the "Plan") was
adopted by the Board of Directors of the Company in 1991. The purpose of
the Plan is to provide additional incentives in order that the Company may
retain key personnel. The Plan provides for the granting of options to
purchase totaling not more than 300,000 shares of common stock from the
Company's treasury shares of which 177,000 have not previously been
granted. The Plan is administered by a Stock Option Committee consisting of
not less than three (3) Directors of the Corporation who are not eligible to
receive options under the Plan. The current Committee consists of Directors
Crutchfield, Rafalo and Aconsky. The Committee determines the key employees
to whom the options are granted, the term of the option and the number of
shares of each grant subject to the option. The option price is such price as
may be determined by the Board of Directors. Each option continues for the
period determined by the Committee, which shall be not less than one (1) year
or more than three (3) years from the date of its grant. The Plan provides
that each key employee to whom an option is granted shall as a condition of
his right to exercise such option, agree to remain in the continuous
employment of the Company for a period of at least two years from the date of
exercise of the option, unless he is prevented from doing so by death or
disability. Under the Plan, the Company has the option to repurchase shares
from an optionee who terminates employment prior to the expiration of the
two-year period.
OPTION GRANTS IN LAST FISCAL YEAR
None
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
None
PENSIONS
Under the terms of the Company's retirement Plan for salaried employees,
salaried personnel are entitled to retire at age 65 with benefits computed on
the basis of salary and length of service. The maximum length of service
which can be taken into account is 30 years. The method of computing benefits
under the retirement plan is: the number of years of employment multiplied by
the sum of 1.0% of average monthly salary and .65% of such salary in excess of
Social Security covered compensation (all based on the highest 60 consecutive
monthly salaries). The aggregate contribution made for the 1997-1998 Plan
year was $-0-. For purposes of the Plan, annual compensation means a
participant's W-2 earnings for federal income tax purposes, excluding
commissions and taxable fringe benefits. Mr. Gettler has reached normal
retirement age and has more than 30 years of service. Mr. Gettler currently
receives $148,586 per year from the Plan based upon his selection of a joint
and 100% survivor benefit.
-50-
PERFORMANCE GRAPH
5-YEAR CUMULATIVE TOTAL RETURN
COMPARISON OF VULCAN INTERNATIONAL CORPORATION WITH
AMEX MARKET INDEX AND PEER GROUP INDEX
FISCAL YEAR ENDING
---------------------------------------------------------
COMPANY 1994 1995 1996 1997 1998
VULCAN INTERNAT
CORP 86.08 110.59 162.30 211.77 190.24
OLD PEER GROUP 76.85 105.41 122.35 153.07 123.32
NEW PEER GROUP 78.13 106.10 123.31 154.87 124.51
AMEX MARKET INDEX 88.33 113.86 120.15 144.57 142.61
ASSUMES $100 INVESTED ON JANUARY 1, 1994
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DECEMBER 31, 1998
COMPANIES COMPRISING THE PEER GROUP
The peer group used in constructing the graph in the Proxy Statement showing
the yearly percentage change in cumulative total return consists of the
complete list of suppliers to the shoe industry provided by the Footwear
Industries of America, the industry association, namely:
Georgia Bonded Fibres
Goodyear Tire & Rubber Co.
Jaclyn Inc.
Katy Ind.
Lydall Inc.
Vista Resources, Inc.
Vulcan International Corporation
Although the Company continues as a supplier to the shoe industry, it has
expanded its position as a manufacturer and supplier of foam products. In
reviewing the peer group the Company noted that none of the companies
included were in the foam business. Accordingly, the Company has added to
its peer group for 1998 the Rogers Corp., which is a corporation listed on
the American Stock Exchange and which is in the business of processing and
selling foam products. Accordingly, the peer group for 1998 is
Georgia Bonded Fibres
Goodyear Tire & Rubber Co.
Jaclyn Inc.
Katy Ind.
Lydall Inc.
Rogers Corp.
Vista Resources, Inc.
Vulcan International Corporation
-51-
DIRECTORS' MEETINGS, COMMITTEE INFORMATION, FEES AND
OTHER DIRECTOR TRANSACTIONS
There were five (5) meetings of the Board of Directors in 1998. All Directors
attended at least 75% of the total number of Directors' meetings and all
Directors attended at least 75% of Committee meetings held by committees on
which they served.
The Board of Directors has established two standing committees, namely, an
Executive Committee and an Audit and Compensation Committee. The Executive
Committee currently consists of Directors Crutchfield, B. Gettler, Rafalo and
Buckley and has, in the interim between meetings of the Board of Directors,
all of the powers of the Board subject to certain limitations. There were
three (3) formal meetings of the Executive Committee in 1998.
The Audit and Compensation Committee currently consists of Messrs. Lewis,
Aconsky and Rafalo. The Audit and Compensation Committee reviews the adequacy
and sufficiency of the Company's accounting procedures, reviews a report from
the independent CPAs prior to the publication of the audited financial
statements and considers and recommends to the Board of Directors the
selection of the independent CPAs to examine the consolidated financial
statements of the Company for the next year. The Committee also reviews and
recommends salaries and bonuses of Company's chief executive officer. The
Audit and Compensation Committee had two meetings in 1998.
The Company pays each of its Directors $8,000 per year as a director fee. In
addition, the members of the Executive Committee are paid $5,000 per year for
serving on that Committee. The members of the Audit and Compensation
Committee are paid $300 per meeting attended.
There is in effect a Resolution of the Board of Directors pursuant to which
any Director may purchase up to 25,000 treasury shares of company stock at the
closing bid on the American Stock Exchange on the date of the exercise of such
election to purchase. 200 shares were purchased in 1998, pursuant to this
Resolution.
During the year 1998, the Company and its subsidiary companies accrued a total
of $96,000 to the law firm of Gettler & Buckley for all legal services to
those companies and to Vulcan-Brunswick, a joint venture owned 50% by the
Company. None of those fees was for services of Benjamin Gettler. Directors
Benjamin Gettler and Dennis J. Buckley are members of Gettler & Buckley.
-52-
COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
Committee's Compensation Policy
It is the policy of the Compensation Committee that the Company's Executive
Officers should be compensated in accordance with the responsibilities of
their position, and their performance in office. Included among the factors
considered by the Compensation Committee in carrying out such compensation
policies are the historical compensation paid officers of this Company and the
compensation paid to executives in similar positions in other companies as
well as the Company performance in the fiscal year in question compared to
prior fiscal years. The Compensation Committee reviews all relevant factors
relating to such performance, including the general economic climate and the
climate of the particular industries in which this Company is involved.
In carrying out the foregoing policies, the Compensation Committee also used
the factors and criteria set forth hereinafter in determining the annual
compensation of the Chief Executive Officer and President of the Company for
1998 and his salary for 1999. The position of Chief Executive Officer and
President is held by a single individual, Mr. Benjamin Gettler.
The Company currently has only one officer who is paid over $100,000 per year
compared to three such officers prior to Mr. Gettler assuming the position of
Chief Executive Officer and President following the death of then C.E.O. Lloyd
Miller in April, 1990. In the year preceding his death, Mr. Miller and Mr.
Gettler were paid a total of $497,000. The two offices were combined and Mr.
Gettler has carried out all of the duties of both offices.
The Company had a loss in 1995. A number of strategic decisions were made
in early 1996 under the leadership of Mr. Gettler. As a result of those
strategic decisions and the follow-up required to execute those decisions, the
Company experienced a significant turnaround in subsequent periods. Through
the first ten months of 1998, the Company has had an unaudited consolidated
net profit after tax of $1,188,000.
During the past three years, Mr. Gettler's annual compensation has been as
follows:
Year Salary Bonus Total
---- ------ ----- -----
1997 $275,000 $25,000 $300,000
1996 225,000 64,500 289,500
1995 225,000 64,500 289,500
The Committee has determined that a bonus of $25,000 is appropriate for 1998
which will result in his total salary plus bonus being the same as 1997. The
Committee also has determined to keep Mr. Gettler's base salary at the same
level in 1999 as in 1998, namely, $275,000.
Audit and Compensation Committee December 16, 1998
Leonard Aconsky James .K. Lewis Stanley.I. Rafalo Committee Members
-53-
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The principal accountant of the Company is J. D. Cloud & Co. L.L.P., certified
public accountants. That firm has acted as the principal accountant of the
Company since 1956. At the meeting of the Board of Directors following the
May, 1998 meeting, the Board again selected that firm to continue to serve as
the Company's principal independent public accountants. The practice of the
Board of Directors in making a selection at such meeting has been followed by
the Company since 1956. The same practice will be followed after the May,
1999 Annual Meeting of Shareholders. Management is not aware of any intended
change of principal independent public accountants. Representatives of J. D.
Cloud & Co. L.L.P. are not expected to attend the Annual Meeting.
PROPOSALS OF SECURITY HOLDERS
No shareholder proposals will be considered at this year's annual meeting.
In the event that any security holder intends to present a proposal at the
2000 annual meeting of the Company and such security holder desires that the
proposal be included in the Company's proxy statement and form of proxy
relating to that meeting, such proposal must be received by the Company by no
later than 4:30 P.M. December 1, 1999.
GENERAL
The Company, as of March 24, 1999 had outstanding 1,134,835 shares of
capital stock, each of which is entitled to one vote. The record date for
determining shareholders entitled to notice and to vote at the meeting is
close of business March 24, 1999.
The management knows of no other business to be brought before the meeting for
action by the shareholders. If any other matters properly come before the
meeting, the proxies in the enclosed form, unless otherwise specified, will be
voted on such matters in accordance with the judgment of the Proxy Committee.
BENJAMIN GETTLER
Chairman of the Board
and President
-54-
Exhibit 21
VULCAN INTERNATIONAL CORPORATION
SUBSIDIARIES OF THE REGISTRANT
At December 31, 1998
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%
-55-
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, 1998 and 1997, and for each of
the three years in the period ended December 31, 1998, and have issued our
report thereon dated February 22, 1999; such Consolidated Financial Statements
and report are included in Part IV, Item 14(a)1 of this Form 10-K and the 1998
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 22, 1999
-56-
EXHIBIT 99.2
Schedule II
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
1998 1997 1996
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 $260,417 282,847 221,952
Additions:
(1) Charged to costs and expenses 12,000 49,500 90,000
(2) Charged to Other Accounts - - -
Deductions:
Write off of bad debts 16,206 71,930 29,105
------- ------- -------
Balance at End of Period $256,211 260,417 282,847
======= ======= =======
-57-
EXHIBIT 99.3
VULCAN-BRUNSWICK BOWLING PIN COMPANY
FINANCIAL STATEMENTS
For the year ended December 31, 1998
J.D. CLOUD & CO. L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS
CINCINNATI, OHIO
-58-
INDEPENDENT AUDITORS' REPORT
To the Partners
Vulcan-Brunswick Bowling Pin Company
Antigo, Wisconsin
We have audited the accompanying balance sheets of Vulcan-Brunswick Bowling
Pin Company as of December 31, 1998 and 1997, and the related statements of
income, partners' capital, and cash flows for the years then ended. These
financial statements are the responsibility of the Joint Venture's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Vulcan-Brunswick Bowling Pin
Company at December 31, 1998 and 1997, and the results of its operations and
its cash flows for the years then ended, in conformity with generally accepted
accounting principles.
/s/ J.D. CLOUD & CO. L.L.P.
Certified Public Accountants
Cincinnati, Ohio
February 1, 1999
-59-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
BALANCE SHEETS
At December 31, 1998 and 1997
- ASSETS - 1998 1997
CURRENT ASSETS:
Cash $ 350,837 289,492
Accounts receivable 666,357 849,642
Inventories 650,916 888,350
Prepaid expense 6,625 11,584
---------- ----------
TOTAL CURRENT ASSETS 1,674,735 2,039,068
---------- ----------
PROPERTY, PLANT AND EQUIPMENT
Land 72,251 72,251
Buildings and improvements 3,994,334 3,922,542
Machinery and equipment 4,807,458 4,660,533
Construction in progress 30,469 15,475
---------- ----------
Total 8,904,512 8,670,801
Less - Accumulated depreciation 5,332,371 4,803,722
---------- ----------
NET PROPERTY, PLANT AND EQUIPMENT 3,572,141 3,867,079
---------- ----------
OTHER ASSETS:
Product development costs and other
intangibles - at cost (less accumulated
amortization; 1998 - $794,068;
1997 - $700,180) 2,956,304 3,050,192
Other 171,354 166,206
---------- ----------
TOTAL OTHER ASSETS 3,127,658 3,216,398
---------- ----------
TOTAL ASSETS $ 8,374,534 9,122,545
========== ==========
- LIABILITIES AND PARTNERS' CAPITAL -
CURRENT LIABILITIES:
Accounts payable $ 38,109 138,107
Accrued expenses -
Salaries and wages 101,954 137,546
Taxes and other 95,514 105,994
---------- ----------
TOTAL CURRENT LIABILITIES 235,577 381,647
---------- ----------
PARTNERS' CAPITAL 8,138,957 8,740,898
---------- ----------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL $ 8,374,534 9,122,545
========== ==========
The accompanying notes to financial statements are an integral part of this
statement.
-60-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
STATEMENTS OF INCOME
For the years ended December 31, 1998 and 1997
1998 1997
NET SALES $10,975,183 13,687,323
---------- ----------
COST AND EXPENSES:
Cost of sales 10,080,489 12,399,347
Administrative 30,000 30,000
Interest 1,235 -
---------- ----------
TOTAL COST AND EXPENSES 10,111,724 12,429,347
---------- ----------
INCOME FROM OPERATIONS 863,459 1,257,976
OTHER INCOME - NET 34,600 72,364
---------- ----------
NET INCOME $ 898,059 1,330,340
========== ==========
The accompanying notes to financial statements are an integral part of this
statement.
-61-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
STATEMENTS OF PARTNERS' CAPITAL
For the years ended December 31, 1998 and 1997
VULCAN BRUNSWICK TOTAL
BOWLING PIN BOWLING PIN PARTNERS'
COMPANY CORPORATION CAPITAL
BALANCE - JANUARY 1, 1997 $ 4,793,925 4,793,925 9,587,850
Add - Net income 665,170 665,170 1,330,340
Less - Distributions (1,088,646) (1,088,646) (2,177,292)
---------- ---------- ----------
BALANCE - DECEMBER 31, 1997 4,370,449 4,370,449 8,740,898
Add - Net income 449,029 449,030 898,059
Less - Distributions (750,000) (750,000) (1,500,000)
---------- ---------- ----------
BALANCE - DECEMBER 31, 1998 $ 4,069,478 4,069,479 8,138,957
========== ========== ==========
The accompanying notes to financial statements are an integral part of this
statement.
-62-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1998 and 1997
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers $ 11,172,421 13,635,981
Cash paid to suppliers and employees (9,396,777) (11,824,869)
Interest received 20,647 29,960
Interest paid (1,235) -
----------- -----------
NET CASH FLOWS FROM OPERATING ACTIVITIES 1,795,056 1,841,072
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (233,711) (161,960)
Proceeds from sale of property, plant and
equipment - 43,949
----------- -----------
NET CASH FLOWS FROM INVESTING ACTIVITIES (233,711) (118,011)
----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under credit agreement 200,000 -
Principal payments under credit agreement (200,000) -
Cash distributions to partners (1,500,000) (2,100,000)
----------- ----------
NET CASH FLOWS FROM FINANCING ACTIVITIES (1,500,000) (2,100,000)
----------- ----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 61,345 (376,939)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF YEAR 289,492 666,431
----------- ----------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 350,837 289,492
=========== ==========
RECONCILIATION OF NET INCOME TO NET CASH
FLOWS FROM OPERATING ACTIVITIES:
Net income $ 898,059 1,330,340
Depreciation 528,649 672,167
Amortization 93,888 93,888
Gain on disposal of property
and equipment - (26,432)
(Increase) decrease in accounts receivable 183,285 (67,314)
(Increase) decrease in inventories 237,434 (50,374)
(Increase) in prepaid expenses and other (189) (13,833)
(Decrease) in accounts payable and
accrued expenses (146,070) (97,370)
----------- ----------
NET CASH FLOWS FROM OPERATING
ACTIVITIES $ 1,795,056 1,841,072
=========== ==========
The accompanying notes to financial statements are an integral part of this
statement.
-63-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Joint Venture is a Delaware general partnership formed for the purpose of
manufacturing bowling pins for its partners.
It is the policy of the Joint Venture to employ generally accepted accounting
principles in the preparation of its financial statements. A summary of the
Joint Venture's significant accounting policies follows:
ACCOUNTING ESTIMATES-
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
JOINT VENTURE-
Vulcan Bowling Pin Company (Vulcan) and Brunswick Bowling and Billiards
Corporation (Brunswick) have an agreement to manufacture all the bowling
pins sold by each of the partners. Under the agreement, Vulcan contributed
bowling pin manufacturing assets and Brunswick contributed cash and certain
of its bowling pin manufacturing assets to the Joint Venture. Each partner
received an undivided 50% interest in the Joint Venture's assets, liabilities,
revenues and expenses in exchange for their capital contribution.
INVENTORIES-
Inventories are stated at the lower of cost (first-in, first-out) or market.
PROPERTY, PLANT AND EQUIPMENT-
Property, plant and equipment are stated at cost. Depreciation is provided in
amounts sufficient to relate the cost of depreciable assets to operations over
their estimated useful lives using straight-line and accelerated methods as
follows:
Buildings and improvements 15 to 39 years
Machinery and equipment 3 to 7 years
INTANGIBLES-
Product development costs and other intangible assets consist principally of
manufacturing technology and represent the fair market value assigned to such
assets on the date the Joint Venture was formed. Intangible assets are
amortized over 40 years on a straight-line basis.
-64-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
(Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
INCOME TAXES-
No provision for federal or state income tax is provided in the accompanying
financial statements since the partners are required to report their
proportionate share of the Joint Venture's income or loss on their respective
tax returns in accordance with the Internal Revenue Code and applicable state
law.
RETIREMENT PLAN-
The Joint Venture maintains a defined benefit pension plan covering
substantially all union employees. Pension benefits are determined annually
by consulting actuaries and are generally based on a fixed amount for each
year of service. The qualified plan is funded in accordance with the
collective bargaining agreement and to meet the funding requirements of the
Internal Revenue Code and the Employee Retirement Income Security Act of 1974.
CASH EQUIVALENTS-
For purposes of the statement of cash flows, the Joint Venture considers all
time deposits, certificates of deposit and other highly liquid investments
purchased with original maturities of three months or less to be cash
equivalents.
NOTE 2 - INVENTORIES
Inventories at December 31, 1998 and 1997 consisted of:
1998 1997
Raw materials $ 146,962 234,598
Work in process 485,404 645,862
Supplies 18,550 7,890
------- -------
Total $ 650,916 888,350
======= =======
NOTE 3 - NOTE PAYABLE
The Joint Venture maintains a revolving credit agreement with its bank that
provides for borrowings of up to $1,500,000 at the prime rate. Borrowings
under the credit agreement are guaranteed by the Joint Venture's partners and
are secured by a pledge of the general assets of the Joint Venture. There
were no borrowings at December 31, 1998 and 1997.
-65-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
(Continued)
NOTE 4 - RETIREMENT PLAN
The Joint Venture maintains a defined benefit pension plan covering
substantially all union employees. The funded status and net periodic
benefit cost recognized in the accompanying financial statements
consisted of:
1998 1997
Change in benefit obligations:
Benefit obligation - January 1, $327,089 285,599
Service cost 29,411 28,960
Interest cost 22,356 19,778
Actuarial loss 19,255 -
Benefits paid (15,428) (6,101)
------- -------
Benefit obligation December 31, 328,683 328,236
------- -------
Change in plan assets:
Fair value of plan assets - January 1, 374,880 329,810
Actual return on plan assets 25,630 11,065
Employer contributions 31,762 40,106
Benefits paid (15,428) (6,101)
------- -------
Fair value of plan assets -
December 31, 416,844 374,880
------- -------
Funded status 34,161 46,644
Unrecognized net loss 100,128 79,564
Unrecognized prior service cost 32,255 34,720
Unrecognized net transition obligation 4,810 5,278
------- -------
Prepaid pension expense -
December 31, $171,354 166,206
======= =======
Components of net periodic benefit costs:
Service cost $ 29,411 28,960
Interest cost 22,356 19,778
Return on plan assets:
Actual (25,630) (11,065)
Deferred (5,014) (16,680)
Amortization of unrecognized net
transition obligation 468 468
Amortization of prior service cost 2,465 2,465
Amortization of unrecognized net loss 2,558 1,994
------- -------
Periodic benefit cost $ 26,614 25,920
======= =======
-66-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
(Continued)
NOTE 4 - RETIREMENT PLAN (Continued)
Pension plan assets are invested primarily in group annuity contracts valued
at contract value. Significant actuarial assumptions used in the above
computations include the following:
1998 1997
Assumed discount rate 6.75% 7.0%
Expected long-term rate of return
on plan assets 7.75% 8.0%
Average remaining service period 18 years 18 years
NOTE 5 - RELATED PARTY TRANSACTIONS
The Joint Venture had 1998 and 1997 sales to Vulcan of approximately
$2,005,000 and $2,147,000, respectively, and 1998 and 1997 sales to Brunswick
of approximately $8,951,000 and $11,541,000, respectively.
The Joint Venture purchased raw materials from Vulcan for approximately
$250,000 in 1998 and $298,000 in 1997. The Joint Venture also paid accounting
and administrative fees of $30,000 to Vulcan in 1998 and 1997.
Accounts receivable from Brunswick amounted to $587,000 and $693,000 at
December 31, 1998 and 1997, respectively. Accounts receivable from Vulcan
amounted to $77,000 and $148,000 at December 31, 1998 and 1997, respectively.
NOTE 6 - RISKS AND UNCERTAINTIES
The Joint Venture is involved in various claims and legal proceedings
involving matters incidental to its business. Management believes that the
resolution of these matters will not have a material effect on the Joint
Venture's business or financial condition.
-67-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
(Continued)
NOTE 6 - RISKS AND UNCERTAINTIES (Continued)
The Joint Venture currently purchases all its bowling pin bases from Vulcan.
Any disruption in the supply of the bowling pin bases could cause a delay in
manufacturing which could negatively affect operating results.
At December 31, 1998 approximately 86% of the Joint Venture's workforce was
subject to a collective bargaining agreement that expires October 18, 2001.
Financial instruments which potentially subject the Joint Venture to
concentrations of credit risk are cash investments which may, at times,
exceed federally-insured limits. The Joint Venture places its cash
investments with high-quality financial institutions. The Joint
Venture believes no significant concentration of credit risk exists with
respect to these cash investments.
-68-
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, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
/s/ Benjamin Gettler /s/ Dennis J. Buckley
- -------------------------- -------------------------------
By: Benjamin Gettler By: Dennis J. Buckley
(Director) (Director)
/s/ Stanley I. Rafalo
- --------------------------
By: Stanley I. Rafalo
(Director)
/s/ William T. Crutchfield
- --------------------------
By: William T. Crutchfield
(Director)
-69-