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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2004

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the Transition period from                  to                 

Commission File No. 333-43523

Elgin National Industries, Inc.

(Exact name of registrant as specified in its charter)

2001 Butterfield Road, Suite 1020, Downers Grove, Illinois 60515-1050

(Address of principal executive offices)

Telephone Number: 630-434-7243

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x Yes  ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (SS 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-Q or any amendment to this Form 10-Q.    ¨ Yes  x No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). ¨ Yes  x No

As of July 31, 2004, there were outstanding 6,408.3 shares of Class A Common Stock and 19,951.7 shares of Preferred Stock.

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ELGIN NATIONAL INDUSTRIES, INC.

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PART I

ITEM 1.    FINANCIAL STATEMENTS

ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(in thousands except share data)

(Unaudited)

The accompanying notes are an integral part of the condensed consolidated financial statements

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ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(Unaudited)

The accompanying notes are an integral part of the condensed consolidated financial statements

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ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDER’S DEFICIT

For the Six Months Ended June 30, 2004

(in thousands except share data)

(Unaudited)

The accompanying notes are an integral part of the condensed consolidated financial statements

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ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2004 and 2003

(in thousands)

(Unaudited)

The accompanying notes are an integral part of the condensed consolidated financial statements

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ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.    Report Preparation

The accompanying consolidated financial statements, which have not been audited by independent certified public accountants, were prepared in conformity with accounting principles generally accepted in the United States and such principles were applied on a basis consistent with the preparation of the audited consolidated financial statements included in the Company’s December 31, 2003 Form 10-K filed with the Securities and Exchange Commission. The financial information furnished includes all normal recurring accrual adjustments which are, in the opinion of management, necessary for a fair statement of results for the interim period. Results for the first six months of 2004 are not necessarily indicative of the results to be expected for the full year. For further information refer to the Company’s consolidated financial statements included in the annual report on Form 10K.

2.    Inventories

Inventories consist of:

3.    Comprehensive loss

Total comprehensive loss and its components, net of related tax are as follows:

The components of accumulated other comprehensive income, net of related tax consists of foreign currency translation of $230,000 and $276,000 as of June 30, 2004 and December 31, 2003, respectively.

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ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

4.    Components of Net Periodic Pension Cost

5.    Segment Information

The Company operates primarily in two industries, Manufactured Products and Engineering Services. In accordance with the Company’s method of internal reporting, corporate headquarters costs are not allocated to the individual segments. Information about the Company by industry is presented below for the six months and the three months ended June 30:

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ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

6.    Subsidiary Guarantors

The Company’s payment obligations under the Senior Notes are fully and unconditionally guaranteed on a joint and several basis (collectively, “Subsidiary Guarantees”) by Tabor Machine Company, Norris Screen and Manufacturing, Inc., TranService, Inc., Mining Controls, Inc., Clinch River Corporation, Centrifugal Services, Inc., Roberts & Schaefer Company, Soros Associates, Inc., Vanco International, Inc., Leland Powell Fasteners, Inc. and Best Metal Finishing, Inc. (“the Guarantors”) each a direct, wholly-owned subsidiary of the Company. The following summarized combined financial data illustrates the composition of the combined Guarantors.

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ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The direct and non-direct, non-guarantor subsidiaries, in terms of assets, equity, income, and cash flows, on an individual and combined basis are inconsequential.

Separate financial statements of the Guarantors are not presented because management has determined that these would not be material to investors.

7.    Contingencies

The Company has claims against others, and there are claims by others against it, in a variety of matters arising out of the conduct of the Company’s business. The ultimate resolution of all such claims would not, in the opinion of management, have a material effect on the Company’s financial position, cash flows or results of operations.

8.    Adoption of Accounting Principles

In May 2003 the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances).

The Company implemented the provision of SFAS No. 150 in the first quarter of 2004. Through the implementation of SFAS No. 150 the Company has classified its redeemable preferred stock units and redeemable preferred stock as liabilities. The corresponding dividend amounts to be paid to holders is recorded as interest expense beginning in the first quarter of 2004.

9.    Reclassification

Certain amounts in the 2003 financial statements have been reclassified to conform to the 2004 presentation.

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Three Months Ended June 30, 2004 Compared to Three Months Ended June 30, 2003

Net Sales: Net sales for the quarter ended June 30, 2004 increased $19.1 million, or 60.1%, to $50.8 million from $31.7 million for the corresponding period in 2003. The Engineering Services Segment’s sales increased $14.0 million or 155.3% to $23.0 million for the quarter ended June 30, 2004 from $9.0 million for the quarter ended June 30, 2003. For the quarter ended June 30, 2004 the Company had three larger projects with sales in excess of $1.0 million, totalling $14.5 million in sales, compared to two such projects totalling $3.6 million in sales for the quarter ended June 30, 2003. The Manufactured Products Segment’s sales increased $5.1 million, or 22.4%, primarily due to increased sales of fasteners, centrifuges and screens partially offset with decreased industrial capital equipment sales.

Gross Profit: Gross profit for the quarter ended June 30, 2004 increased $1.0 million, or 13.7%, to $8.9 million from $7.9 million for the corresponding period in 2003. As a percentage of net sales, the gross profit decreased to 17.6% for the quarter ended June 30, 2004 from 24.8% for the corresponding period in 2003. The decrease resulted from a reduction in margin on a project within the Engineering Services Segment due to higher than anticipated construction costs.

Selling, General and Administrative Expenses: Selling, general and administrative expenses of the Company for the quarter ended June 30, 2004 of $6.9 million were $1.0 million, or 16.5%, higher than the selling and administrative expenses of $5.9 million for the corresponding period in 2003 mainly due to higher payroll related expenses, proposal costs, and commission expenses on a large foreign manufacturing job. As a percentage of net sales, selling, general and administrative expenses decreased from 18.6% for the quarter ended June 30, 2003 to 13.5% for the quarter ended June 30, 2004 due to the increased sales level.

Interest Income: Interest income of the Company for the quarter ended June 30, 2004 of $0.2 million approximated the corresponding period ended June 30, 2003.

Interest Expense: Interest expense of the Company for the quarter ended June 30, 2004 of $2.9 million increased $0.2 million or 7.4% from $2.7 million for the corresponding period in 2003. This increase was due to interest recorded on the Company’s preferred stock, and preferred stock units beginning in 2004 in accordance with FASB No. 150.

Benefit for Income Taxes: Benefit for income taxes of the Company for the quarter ended June 30, 2004 of $0.3 million compared to $0.2 million for the quarter ended June 30, 2003. The increase of $0.1 million was due to the larger loss before income taxes for the quarter ended June 30, 2004.

Net Loss: The net loss for the Company for the quarter ended June 30, 2004 of $0.4 million approximated the quarter ended June 30, 2003 results for the reasons discussed above.

Six Months Ended June 30, 2004 Compared to Six Months Ended June 30, 2003

Net Sales: Net sales for the six months ended June 30, 2004 increased $43.0 million, or 71.5%, to $103.2 million from $60.2 million for the corresponding period in 2003. The Engineering Services Segment’s sales increased $35.3 million, or 228.8% from $15.4 million for the six months ended June 30, 2003 to $50.7 million for the six months ended June 30, 2004, due to the timing and size of projects. For the six months ended June 30, 2004 the Company had seven projects with sales over $1.0 million, totalling $41.0 million in sales, compared to five such projects totalling $8.1 million in sales for the six months ended June 30, 2003. The Manufactured Products Segment’s sales increased $7.7 million from $44.8 million for the six months ended June 30, 2003 to $52.5 million for the six months ended June 30, 2004, with increased sales of fasteners, centrifugal dryers, and screens, partially offset with decreased sales of industrial capital equipment.

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Gross Profit: Gross profit for the six months ended June 30, 2004 increased $3.2 million, or 21.2%, to $18.2 million from $15.0 million for the corresponding period in 2003. The increase resulted from the higher sales level, partially offset with a lower margin earned as a percentage of net sales. As a percentage of net sales, the gross profit decreased to 17.7% for the six months ended June 30, 2004 from 25.0% for the corresponding period in 2003. The Engineering Services Segment had a gross profit margin as a percentage of net sales of 5.2% for the six months ended June 2004 compared to 16.9% for 2003. During the six months ended June 2004 the Engineering Services Segment had reduced the margin on a project due to higher than anticipated construction costs. The Manufactured Products Segment had a gross profit margin as a percentage of net sales of 29.7% in 2004 compared to 27.8% for the six months ended June 30, 2003. This increased margin as a percentage of net sales was mainly due to the increased sales level.

Selling, General and Administrative Expenses: Selling, general and administrative expenses of the Company for the six months ended June 30, 2004 of $13.5 million were $1.5 million, or 12.9% higher than the selling, general and administrative expenses for the corresponding period in 2003 mainly due to higher payroll related expenses, bad debt expense, proposal costs, and commission expenses on a large foreign manufacturing job.

Interest Income: Interest income of the Company of $0.3 million for the six months ended June 30, 2004 approximated the corresponding period in 2003.

Interest Expense: Interest expense of the Company for the six months ended June 30, 2004 of $5.8 million was $0.5 million or 10.1% higher than the interest expense of $5.3 million for the corresponding period in 2003. This increase was due to interest expense recorded on the Company’s preferred stock, and preferred stock units beginning in 2004 in accordance with FASB No. 150.

Benefit for Income Taxes: Benefit for income taxes of the Company for the six months ended June 30, 2004 of $0.3 million compared to $0.7 million for the six months ended June 30, 2003. The decrease of $0.4 million was due to the smaller loss before income taxes for the six months ended June 30, 2004.

Net Loss: The net loss for the Company for the six months ended June 30, 2004 decreased to $0.4 million compared to $1.2 million for the six months ended June 30, 2003 for the reasons discussed above.

Liquidity and Capital Resources

Net cash used by operating activities for the six months ended June 30, 2004 of $9.2 million was used by increased accounts receivable, inventories, prepaid expenses and other assets, and decreased accounts payable, partially offset with cash generated from net loss adjusted for non-cash charges, and increased accrued expenses, preferred stock, and preferred stock units. Included in non-cash charges for the six months ended June 30, 2004 was depreciation of $1.3 million and other non-cash charges of $0.4 million, partially offset with pension overfunding income of $0.4 million. Cash flows from operations for any specific period are often materially affected by the timing and amounts of cash receipts and cash disbursements related to engineering services projects.

Cash used in investing activities for the six months ended June 30, 2004 of $0.4 million consisted of capital expenditures resulting from the Company’s regular practice of upgrading and maintaining its equipment base and facilities.

Cash provided by financing activities for the six months ended June 30, 2004 of $6.9 million consisted of borrowings on the Company’s revolver loan of $7.9 million, partially offset with the repayment of $1.0 million on the Company’s term loans.

The Company’s liquidity requirements, both long term (over one year) and short term, are for working capital, capital expenditures and debt service. The primary source for meeting these needs has been funds provided by operations and funds available under the Loan and Security Agreement. The Company anticipates with improved operating results that funds provided by future operations and available credit will be sufficient to meet its anticipated debt service requirements, working capital needs and capital expenditures.

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Backlog

The Company’s backlog consists primarily of that portion of engineering services contracts that have been awarded but not performed and also includes open manufacturing orders. Backlog at June 30, 2004 was $88.3 million. Approximately $16.8 million relates to the Manufactured Products Segment, with the remainder of $71.5 million relating to the Engineering Services Segment. A substantial majority of current backlog is expected to be realized in the next twelve months.

Safe Harbor

Statements herein regarding the Company’s ability to meet its liquidity requirements, and the Company’s expected realization of current backlog constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Act of 1934. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Further, statements herein regarding the Company’s performance in future periods are subject to risks relating to, deterioration of relationships with, or the loss of material customers or suppliers, possible product liability claims, decreases in demand for the Company’s products, adverse changes in general market and industry conditions and any resulting inability to comply with the financial covenants imposed by the Company’s credit agreement. Management believes these forward-looking statements are reasonable; however, undue reliance should not be placed on such forward-looking statements, which are based on current expectations.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company continues to use its United States reputation to generate sales in international markets. In the six months ended June 30, 2004 approximately 10% of the Company’s net sales were attributable to services provided or products sold for use outside the United States, primarily to Australia. A portion of these net sales and cost of sales is derived from international operations which are conducted in foreign currencies. Changes in the value of these foreign currencies relative to the U.S. dollar could adversely affect the Company’s business, financial condition, results of operation and debt service capability. Sales from the Australia office of Roberts & Schaefer are usually denominated in Australian dollars. The majority of the Company’s foreign sales and costs originated outside the Australia office of Roberts & Schaefer are denominated in U.S. dollars. With respect to transactions denominated in foreign currencies, when possible the Company attempts to mitigate foreign exchange risk by contractually shifting the burden of the risk of currency fluctuations to the other party to the transactions. It has been the Company’s historic practice to conduct international sales in accordance with the foregoing. There can be no assurance that the Company’s strategies will ensure that the Company will be fully protected from foreign exchange risk. Foreign sales, particularly construction management projects undertaken at foreign locations, are subject to various risks, including exposure to currency fluctuations, political, religious and economic instability, local labor market conditions, the imposition of foreign tariffs and other trade barriers, and changes in governmental policies. There can be no assurance that the Company’s foreign operations, or expansion thereof, would not have a material adverse effect on the Company’s business, financial condition, results of operations and debt service capability.

ITEM 4.    CONTROLS AND PROCEDURES

Elgin National Industries Inc. management, including the Chief Executive Officer and the Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14 as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this quarterly report has been made known to them in a timely fashion. There have been no significant changes in internal controls, or in other factors that could significantly affect internal controls, subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evalution.

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PART II

ITEM 1.    LEGAL PROCEEDINGS

The Company and its subsidiaries are involved in legal proceedings from time to time in the ordinary course of its business. As of the date of this filing, neither the Company nor any of its subsidiaries are a party to any lawsuit or proceeding which, individually or in the aggregate, in the opinion of management, is reasonably likely to have a material adverse effect on the financial condition, results of operation or cash flow of the Company.

ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5.    OTHER INFORMATION

None

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

None

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: August 13, 2004

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INDEX TO EXHIBITS

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