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 June 30, 1994, 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 0-5181
ELCO INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
1111 SAMUELSON ROAD, P.O. BOX 7009, ROCKFORD, ILLINOIS
(Address of principal executive offices)
36-1033080
(IRS Employer Identification Number)
61125
(Zip Code)
(815) 397-5151
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
COMMON STOCK, $5 PAR VALUE Nasdaq National Market
Indicate by checkmark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by 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 [ ]
State the aggregate market value of the voting stock held by
nonaffiliates of the Registrant. The aggregate market value shall
be computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a
specified date within 60 days prior to the date of filing. For
purpose of this calculation, executive officers and directors were
deemed to be affiliates of the Registrant.
$72,349,420 as of September 1, 1994
Indicate the number of shares outstanding of each of the
Registrant's classes of common stock, as of the latest practicable
date.
4,887,337 Common Shares as of September 1, 1994
Documents Incorporated by Reference:
Annual Report to Stockholders of Elco Industries, Inc. for the year
ended June 30, 1994 is incorporated into Part I and Part II hereof.
Proxy Statement of Elco Industries, Inc. in connection with the
1994 Annual Meeting of Stockholders is incorporated into Part III
hereof.
PART 1
Item 1 Business
(a) General Development of Business
Registrant was initially organized as an Illinois corporation on
November 28, 1922 under the name of "Elco Tool and Screw Corporation".
The Registrant conducted business as an Illinois corporation under
that name until June 9, 1969, at which time it changed its state of
incorporation from Illinois to Delaware and its name to "Elco
Industries, Inc".
In June 1989, the Company and Nagoya Screw Manufacturing Co., Ltd.
("Nagoya") formed a joint venture known as Rocknel Fastener, Inc.
("Rocknel"). Each company has a 50% interest in the venture. Elco
and Nagoya have equal representation on the Board of Directors of
Rocknel. Rocknel manufactures and sells fasteners to Japanese-owned
manufacturers in North America.
In May 1991, the Registrant purchased the busines and certain assets
of the Bear-Kat Products division of Key Manufacturing Group, Inc.
Bear-Kat Products markets a full line of fasteners and related items
to the consumer/do-it-yourself (DIY) market.
(b) Financial Information about Industry Segments
The information called for by Item 1 (b) is hereby incorporated by
reference to the "Products and Major Customers" footnote of the Notes
to Consolidated Financial Statements (Note 2, pages 30-31) of the
Registrant's Annual Report to Stockholders for the year ended June 30,
1994.
(c) Narrative Description of Business
(i) Principal Products
The Registrant is a leading U.S. designer, manufacturer and supplier
of specialty metal fasteners and custom-engineered metal and plastic
components and products. The Registrant also offers a wide variety of
packaged fasteners, fastening-related products and other hardware
accessories to the do-it-yourself market. The Registrant's products
can be classified in two groups: industrial products and home and
construction products.
Industrial products include engineered specialty fasteners and
application-specific, cold-formed, precision metal stamped and
plastic molded components and assemblies combining the three
manufacturing disciplines, which are supplied to a variety of markets
including the transportation, electrical and electronics, fabricated
metal and other industrial markets. Industrial products are sold
primarily to original equipment manufacturers.
Home and construction products include a full line of fasteners, wire
and fastening-related products packaged and merchandised for consumer
use. This group is also involved in the design, manufacture and
marketing of specialty product lines and fastening systems for the
non-residential construction industry.
The following table sets forth sales of these product groups for the
years indicated:
Year Ended June 30
-----------------------------------------
1994 1993 1992
----------- ------------ ------------
Industrial Products $169,078,000 $145,308,000 $133,259,000
Home and Construction Products 56,823,000 53,871,000 56,078,000
------------ ------------ ------------
Consolidated Sales $225,901,000 $199,179,000 $189,337,000
Registrant sells a portion of its products through its own employee
sales organization which is paid on a salary plus commission basis.
It also sells a portion of its products through independent
manufacturer's representatives who are paid on a commission basis.
These organizations are granted territories covering the United
States. Each of the Registrant's segments has a separate sales
force. The Registrant's relationships with its independent
representatives are terminable by either party on short notice.
(ii) Status of Product or Segment
The Registrant does not contemplate the introduction of any new
product or industry segment, other than in the ordinary course of
manufacturing custom-designed products primarily to customer
specifications. The manufacturing of custom-designed products will
not require any substantial investment other than those capital
expenditures required for modernization of equipment and for
increased capacity for products.
(iii) Source and Availability of Raw Materials
The Registrant uses a variety of metals in the manufacture of its
products, such as low and medium carbon steel, low alloy steel,
stainless steel, aluminum, brass and commercial bronze. The
Registrant also uses a variety of plastics for injection molding.
The Registrant believes that its sources of supply of these materials
are adequate for its needs and that it is not substantially dependent
upon any one supplier.
The Registrant purchases most products for DIY consumers from foreign
suppliers for resale in the United States. As a manufacturer, the
Registrant would not be competitive with foreign manufacturers of
standard fasteners sold primarily to consumers. A majority of the
imported products are sourced through international vendors and
importing companies. These products are imported from a variety of
countries, including Taiwan, Korea, India, Japan and several European
countries. Taiwan is currently the largest single source country.
There are many standard fastener sources throughout the world, and
thus the loss of a major vendor of imported products would not have a
material, adverse effect on the Registrant.
(iv) Patents, Trademarks, Licenses, Franchises, and Concessions
Registrant owns numerous patents relating to the design and
manufacture of its products. Although the Registrant generally seeks
to obtain patents where appropriate, it does not consider the success
of its business to be dependent on any of its patents or patent
applications.
The Registrant is licensed on a non-exclusive basis to manufacture
and sell a number of products primarily related to fasteners. These
licenses require the payment of royalties based on sales of the
licensed product. Sales of licensed products accounted for
approximately $32.4 million in sales for the fiscal year ended June
30, 1994. The Registrant considers these licenses to be of importance
to its business, and the termination of certain of these licenses
would have a material, adverse effect upon the Registrant. These
licenses are not terminable by the licensor, except by failure of the
Registrant to pay royalties or meet quality standards. The Registrant
does not anticipate that any of the license agreements will be
terminated in the near future.
The Registrant has a number of registered trademarks, but other than
the trademark "Elco", none of these trademarks is considered to be
material to the Registrant's sales or revenues.
(v) Seasonal Variations in Business
Sales and revenues of a material portion of the Registrant's business
are normally stronger in the second half of the Registrant's fiscal
year. Production levels are generally lower during the Registrant's
first half of the fiscal year because of customer plant shutdowns due to
summer vacations and the number of holidays scheduled during the
month of December by both customers and the Registrant.
(vi) Working Capital Practices
The Registrant has not adopted nor does it intend to adopt practices,
credit terms, or methods of doing business which will have a material
effect on changes in working capital during its fiscal year.
The seasonal changes in sales and revenues explained in paragraph (v)
above normally do not place an undue strain on working capital
requirements which would require short-term borrowings.
(vii) Dependence Upon Limited Number of Customers
In the fiscal year ended June 30, 1994, a material portion of the
Registrant's sales were dependent on Ford Motor Company and General
Motors Corp. The Registrant's sales to Ford Motor Company and
General Motors Corp. accounted for 18% and 14%, respectively, of
total consolidated sales during the fiscal year ended June 30, 1994.
To the extent that sales to all or several divisions of Ford or
General Motors would be terminated or materially reduced, there
would be a material, adverse effect on the Registrant.
(viii) Backlog
The Registrant estimates that the total dollar amount of its backlog
of orders believed to be firm as of June 30, 1994, and June 30, 1993,
was approximately $52,100,000 and $40,600,000, respectively. The
Registrant expects that substantially all of the current backlog will
be shipped in the next 12 months. The Registrant does not consider the
size of its backlog as of a given date to be significant relative to
a forecast of annual sales because most orders are for short-term
delivery. Furthermore, orders may be cancelled or delivery delayed
by the customer without significant penalty.
(ix) Government Contracts
The Registrant is not dependent upon government contracts for a
material portion of its business.
(x) Competitive Conditions
Industrial Products Segment
The metal fastener and component business is highly competitive.
Several competitors of the Registrant have greater financial
resources and operate more facilities. However, the Registrant
believes its knowledge and continued refinement of the cold-forming
process, combined with close cooperation with customers' engineers,
quality conformance and the capability to supply a wide range of
fastener products required by its customers, have established Elco as a
leader in the specialized fastener market. The Registrant considers
the Camcar Division of Textron, the Shakeproof Division of Illinois
Tool Works, SPS Technologies and Federal Screw Works to be among the
major competitors of Elco's Industrial Products Group. The metal
stamping and plastics parts businesses in which the Registrant is
engaged are also highly competitive. There are numerous companies
supplying metal stampings and plastic parts to the automotive
industry. The Registrant believes that no one supplier is in a
dominant position. The Registrant also encounters competition from
supplier of fasteners and metal parts made by other processes, such
as screw machines and powdered precision forming, as well as other
fastening methods such as adhesives, epoxies, clips and plastic
parts. Competition in this segment is based on quality, service,
price and engineering capability.
Home and Construction Products Segment
The Registrant considers Hillman Fasteners, Crown Bolt and the
Bulldog Jordan unit of Newell Co. to be the major copetitors of the
home products portion of the Home and Construction Products Group.
Competition is primarily based on service, price and merchandising
capability. The Registrant believes that the major competitors of the
construction products portion of this group include the Buildex and
Ramset Divisions of Illinois Tool Works. Competition is based on
quality, service, price and engineering capability.
While the Registrant faces potential competition from foreign
manufacturers, it does not believe it currently has significant
direct foreign competitors in the markets it serves.
(xi) Research and Development
The Registrant spent approximately $2,900,000, $2,300,000 and
$2,200,000 on new or existing product development projects during the
fiscal years ended June 30, 1994, 1993 and 1992, respectively, none
of which was customer sponsored. The Registrant believes that the
amounts indicated above are not indicative of the total effort spent
on developing new products and production processes, but the
Registrant is not able to quantify all production related costs of
such activities. Products are generally developed or improved as a
result of providing engineering and design services for customer
applications.
(xii) Environmental Disclosures
The Registrant believes that it is in compliance with federal, state
and local laws and regulations. The Registrant believes that
continued compliance will not have a material effect on the
Registrant. For the fiscal year ended June 30, 1994, the Registrant
spent approximately $230,000 on capital expenditures related to
protection of the environment, and anticipates spending a somewhat
higher amount in fiscal 1995 for such purposes.
(xiii) Number of Employees
The average number of persons employed by the Registrant during the
fiscal year ended June 30, 1994, was approximately 1,971.
(d) Foreign Operations and Export Sales
The Registrant is not engaged in any material operations in foreign
countries, nor is any material portion of its sales derived from
foreign countries.
Item 2 Properties
The Registrant's position as a leading manufacturer of fasteners and
other components is due in large part to the efficiency of its
manufacturing facilities. Over the years, the Registrant has expanded
and modernized its manufacturing plants and has invest substantial
sums in order to maintain up-to-date production capacity. The
Registrant believes that its facilities both owned and leased, are in
excellent condition and are suitable and adequate to meet the desired
levels of productive capacity. Although there is minimal idle space,
major expansion is not planned for the near future.
Certain information relating to the principal properties of the Registrant is
set forth below:
Lease Expiration
(including
Approximate options
Primary Area in to renew)
Location Segment Function(s) Square Feet or Ownership
- - -------- ------- ----------- ----------- ------------
Rockford, Illinois Industrial Corporate offices, 589,000 Owned
Products Manufacturing
Rockford, Illinois Industrial Coating, Finishing 125,000 2009
Products and Warehousing
Rockford, Illinois Industrial Manufacturing and 30,000 Owned
Products Warehousing
Logansport, Indiana Industrial Manufacturing and 100,000 Owned
Products Warehousing
Logansport, Indiana Industrial Coating and 24,000 2007
Products Finishing
Logansport, Indiana Industrial Coating and 40,000 Owned
Products Finishing
Mishawaka, Indiana Industrial Manufacturing 132,000 Owned
Products
Rockford, Illinois Home and Manufacturing, 51,000 Owned
Construction Packaging and
Products Warehousing
Rockford, Illinois Home and Packaging and 138,000 2006
Construction Warehousing
Products
Goodlettsville, Home and Manufacturing, 71,000 Owned
Tennessee Construction Packaging and
Products Warehousing
Item 3 Legal Proceedings
The Registrant is not a party to any material pending legal proceedings.
Item 4 Submission of Matters to a Vote of Security Holders
There were no matters submitted during the fourth quarter of the year
ended June 30, 1994, to a vote of security holders, through the
solicitation of proxies or otherwise.
EXECUTIVE OFFICERS OF REGISTRANT
The following named officers' terms of office expire on November 4, 1994:
Name Age Position and Business Experience during past five years
- - ---- --- -------------------------------------------------------
John C. Lutz 55 President and Chief Executive Officer since June 1993;
President, Chief Operating Officer March 1991 -
June 1993; Vice President and Division Manager, Barber
Colman Co., 1985-1989
August F. DeLuca 50 Vice President-Finance and Chief Financial Officer
Derek M. Hasse 63 Vice President-Administration
Kenneth L. Heal 51 Secretary and Treasurer
Robert H. Rothkopf 49 President of Industrial Products Group since June
1993; Vice President-Marketing and Sales from
September 1989 - June 1993; previously served as
President of Camcar Division of Textron
James R. Stenberg 50 President of Home and Construction Products Group
since June 1993; previously was Group Vice President,
Consumer Products Group
There is no family relationship among the above named officers.
PART II
Item 5 Market for the Registrant's Common Stock and Related Security Holder
Matters*
Item 6 Selected Financial Data*
Item 7 Management's Discussion and Analysis of Financial Condition and
Results of Operations*
*The information called for by Items 5, 6, and 7 is hereby
incorporated by reference to the following captions on the pages
indicated in the Registrant's Annual Report to Stockholders for the
year ended June 30, 1994 and made a part hereof:
Page(s) in
Item Caption in Annual Report Annual Report
---- ------------------------ -------------
5 Stock Prices and Other Market Information 42
Long-Term Debt (Note 7, seventh paragraph) 32
6 Eleven-Year Summary of Selected Financial Data 40-41
7 Management's Discussion and Analysis of Financial
Condition and Results of Operations 23-26
Item 8 Financial Statements and Supplementary Data
The information called for by Item 8 is hereby incorporated by
reference to the Registrant's Annual Report to Stockholders for the
year ended June 30, 1994 as set forth in the Index to Consolidated
Financial Statements and Schedules (see item 14) and made a part hereof.
Item 9 Disagreements on Accounting and Financial Disclosure
No Form 8-K was filed within the twenty-four months prior to June 30,
1994, reporting a change of accountants involving a disagreement on
any matter of accounting principles or practices or financial statement
disclosure.
PART III
Item 10 Directors and Executive Officers of the Registrant
Except for the information relating to the executive officers of the
Registrant, set forth in Part I of this report, the information
called for by Item 10 is hereby incorporated by reference to the
captions entitled "Election of Directors" and "Other Information" on
pages 4-6 and caption entitled "Section 16 Compliance" on page 14 of
the Registrant's Proxy Statement in connection with its Annual Meeting
of Stockholders on November 4, 1994, to be filed with the Securities
and Exchange Commission within 120 days following the end of the
Registrant's fiscal year ended June 30, 1994 and made a part hereof.
Item 11 Executive Compensation
The information called for by Item 11 is hereby incorporated by
reference to the captions entitled "Compensation of Executive
Officers" on pages 10-13 of the Registrant's Proxy Statement in
connection with its Annual Meeting of Stockholders on November 4,
1994, to be filed with the Securities and Exchange Commission within
120 days following the end of the Registrant's fical year ended June 30,
1994, and made a part hereof.
Item 12 Security Ownership of Certain Beneficial Owners and Management
This information is incorporated by reference to the caption entitled
"Security Ownership of Certain Beneficial Owners and Management" on
pages 2-4 of the Registrant's Proxy Statement in connection with its
Annual Meeting of Stockholders on November 4, 1994, to be filed with
the Securities and Exchange Commission within 120 days following the
end of the Registrant's fiscal year ended June 30, 1994, and made a
part thereof.
Item 13 Certain Relationships and Related Transactions
The information called for by Item 13 is hereby incorporated by
reference to the captions entitled "Other Information" on pages 6-7 and
"Certain Beneficial Owners" on page 3 of the Registrant's Proxy
Statement in connection with its Annual Meeting of Stockholders on
November 4, 1994, to be filed with the Securities and Exchange
Commission within 120 days following the end of the Registrant's fiscal
year ended June 30, 1994, and made a part thereof.
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K
a. Index to Consolidated Financial Statements and Schedules
Reference
-------------------------------
Form 10-K Annual Report
Annual Report to Stockholders
Page Page(s)
------------- --------------
Data incorporated by reference to
Registrant's Annual Report to Stockholders
for the year ended June 30, 1994:
Consolidated Balance Sheets at June 30, 1994
and 1993 27
Statements of Consolidated Income for the
years ended June 30, 1994, 1993 and 1992 28
Statements of Consolidated Stockholders'
Equity for the years ended June 30, 1994,
1993 and 1992 28
Statements of Consolidated Cash Flows for the
years ended June 30, 1994, 1993 and 1992 29
Notes to Consolidated Financial Statements 30-36
Report of Independent Accountants 38
Report of Independent Accountants S-1
Financial Statement Schedules:
V. Property, Plant and Equipment S-2
VI. Accumulated Depreciation and Amortization
of Property, Plant and Equipment S-3
VIII. Reserves S-4
IX. Short-Term Borrowings S-5
X. Supplementary Income Statement Information S-6
Schedules other than those listed above have been omitted either
because the required information is contained in notes to the
consolidated financial statements or because of the absence of the
conditions under which the schedules are required.
b. A report on Form 8-K was filed on June 17, 1994 reporting a share
purchase agreement. The report was dated June 15, 1994.
c. The following exhibits are filed as part of this report:
(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation
or Succession
(2.1) Asset Purchase Agreement--Bear-Kat Products division of
Key Manufacturing Group (filed as Exhibit 2.1 to
Registrant's Form 8-K dated May 22, 1991, and
incorporated herein by reference).
(3) Articles of Incorporation and By-Laws
(3.1) Registrant's Certificate of Incorporation including all
amendments.
(3.2) Registrant's By-Laws (filed as Exhibit 3.2 to
Registrant's Annual Report on Form 10-K for the year
ended June 30, 1993, and incorporated herein by
reference).
(4) Instruments defining the rights of security holders
(4.1) Note Agreement dated August 15, 1986 (filed as Exhibit
4.9 to Registrant's Annual Report on Form 10-K for the
year ended June 30, 1993, and incorporated herein by
reference).
(4.2) Amendments dated September 26, 1988 and November 9,
1988 to Note Agreement dated August 15, 1986 (filed as
Exhibit 4.10 to Registrant's Annual Report on Form 10-K
for the year ended June 30, 1993, and incorporated
herein by reference).
(4.3) Amendment dated December 12, 1989 to Note Agreement dated
August 15, 1986 (filed as Exhibit 4.18 to Registrant's
Annual Report on Form 10-K for the year ended June 30,
1990, and incorporated herein by reference).
(4.4) Amendment dated May 1, 1991 to Note Agreement dated
August 15, 1986 (filed as Exhibit (4.12) to Registrant's
Annual Report on Form 10-K for the year ended June 30,
1991, and incorporated herein by reference).
(4.5) Stockholder Rights Agreement dated January 20, 1988
(filed as Exhibit 4.13 to Registrant's Annual Report on
Form 10-K for the year ended June 30, 1993, and
incorporated herein by reference).
(4.6) Amendment dated June 24, 1988 to Stockholder Rights
Agreement dated January 20, 1988 (filed as Exhibit 4.14 to
Registrant's Annual Report on Form 10-K for the year
ended June 30, 1993, and incorporated herein by
reference).
(4.7) Loan Agreements dated December 1, 1989 (filed as
Exhibit (4.23) to Registrant's Annual Report on Form
10-K for the year ended June 30, 1990, and incorporated
herein by reference).
(4.8) Loan Agreement dated April 16, 1991 (filed as Exhibit
(4.18) to Registrant's Annual Report on Form 10-K for the
year ended June 30, 1991, and incorporated herein by
reference).
(4.9) Amendments dated April 24, 1992 to Loan Agreement dated
April 16, 1991 (filed as Exhibit (4.19) to Registrant's
Annual Report on Form 10-K for the year ended June 30,
1992, and incorporated herein by reference).
(4.10) Amendments dated April 30, 1992 to Note Agreement dated
August 15, 1986 and Loan Agreement dated April 16, 1991
(filed as Exhibit (4.20) to Registrant's Annual Report
on Form 10-K for the year ended June 30, 1992, and
incorporated herein by reference).
(4.11) Loan Agreement dated September 1, 1993.
(4.12) Loan Agreement dated September 1, 1993.
(10) Material Contracts
(10.1) Lease Agreement dated August 2, 1984 with Rowe Development
Company (filed as Exhibit 10.1 to Registrant's Annual
Report on Form 10-K for the year ended June 30, 1993, and
incorporated herein by reference).
(10.2) First Amendment dated April 27, 1992 to Lease Agreement
dated August 2, 1984 (filed as Exhibit 10.2 to
Registrant's Annual Report on Form 10-K for the year
ended June 30, 1993, and incorporated herein by
reference).
(10.3) Second Amendment dated October 22, 1992 to Lease
Agreement dated August 2, 1984 (filed as Exhibit 10.3 to
Registrant's Annual Report on Form 10-K for the year
ended June 30, 1993, and incorporated herein by
reference).
(10.4) License dated January 14, 1980 with Illinois Tool
Works, Inc. (filed as Exhibit 10.4 to Registrant's
Annual Report on Form 10-K for the year ended June 30,
1993, and incorporated herein by reference).
(10.5) Amendment dated June 3, 1991 to License dated January
14, 1980 (filed as Exhibit 10.5 to Registrant's Annual
Report on Form 10-K for the year ended June 30, 1993,
and incorporated herein by reference).
(10.6) License dated April 6, 1967 with Camcar Division of
Textron, Inc. (filed as Exhibit 10.6 to Registrant's
Annual Report on Form 10-K for the year ended June 30,
1993, and incorporated herein by reference).
(10.7) Amendment dated July 1, 1988 to license dated April 6,
1967 with Camcar Division of Textron, Inc. (filed as
Exhibit 10.7 to Registrant's Annual Report on Form 10-K
for the year ended June 30, 1993, and incorporated
herein by reference).
(10.8) License dated October 11, 1966 with Research
Engineering and Manufacturing, Inc. (filed as Exhibit
10.8 to Registrant's Annual Report on Form 10-K for the
year ended June 30, 1993, and incorporated herein by
reference).
(10.9) Sublease Agreement dated March 14, 1986 with Parkside
Warehouse, Inc. (filed as Exhibit 10.9 to Registrant's
Annual Report on Form 10-K for the year ended June 30,
1993, and incorporated herein by reference).
(10.10) Joint Venture Agreement between Nagoya Screw
Manufacturing Co., Ltd. and Elco Industries, Inc. dated
June 14, 1989 and effective July 1, 1989.
(10.11) Letter Agreements dated June 27, 1989, July 17, 1989
and August 18, 1989 between Elco Industries, Inc. and
Okabe Company Limited.
(10.12) Stock Purchase Agreement dated June 7, 1994 between Elco
Industries, Inc. and Okabe Company Limited (filed as
Exhibit 10 to Registrant's Form 8-K dated June 17,
1994, and incorporated herein by reference).
(10.13) Elco Industries, Inc. Performance Share Plan adopted
October 28, 1988 (filed as Exhibit (10.13) to Registrant's
Annual Report on Form 10-K for the year ended June 30,
1990, and incorporated herein by reference).
(10.14) Elco Industries, Inc. 1991 Stock Option Plan (filed as
Exhibit (10.13) to Registrant's Annual Report on Form
10-K for the year ended June 30, 1992, and incorporated
herein by reference).
(10.15) Elco Industries, Inc. 1992 Stock Option Plan For
Non-Employee Directors (filed as Exhibit 10.14 to
Registrant's Annual Report on Form 10-K for the year
ended June 30, 1993, and incorporated herein by
reference).
(10.16) Stock Compensation Plan for Non-Employee Directors
(filed as Exhibit 10.15 to Registrant's Annual Report
on Form 10-K for the year ended June 30, 1993, and
incorporated herein by reference).
(11) Computation of Per Share Earnings.
(13) Annual Report to Stockholders for the year ended June 30, 1994.
(21) Subsidiaries of Registrant.
(23) Consent of Independent Accountants.
(27) Financial Data Schedule
--------------------------------------------------------------------------
With the exception of the aforementioned information incorporated by
reference in this Annual Report on Form 10-K, the Registrant's Annual
Report to Stockholders for the year ended June 30, 1994 is not to be
deemed "filed" as part of this Report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
ELCO INDUSTRIES, INC.
September 21, 1994 By: John C. Lutz
John C. Lutz
President
Chief Executive Officer
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:
Date Signature
---- ---------
September 21, 1994 John C. Lutz
John C. Lutz
President
Chief Executive Officer
Director
September 21, 1994 August F. DeLuca
August F. DeLuca
Vice President-Finance
Chief Financial Officer
September 21, 1994 Kenneth L. Heal
Kenneth L. Heal
Secretary/Treasurer
Chief Accounting Officer
September 21, 1994 Robert L. Berner, Jr.
Robert L. Berner, Jr.
Director
September 21, 1994 Milton R. Brown
Milton R. Brown
Director
September 21, 1994 Carl J. Dargene
Carl J. Dargene
Director
September 21, 1994 G. Robert Evans
G. Robert Evans
Director
September 21, 1994 Wayne P. Lockwood
Wayne P. Lockwood
Director
September 21, 1994 Jack W. Packard
Jack W. Packard
Director
September 21, 1994 David D. Peterson
David D. Peterson
Director
September 21, 1994 James H. Rilott
James H. Rilott
Director
Report of Independent Accountants
Our report on the consolidated financial statements of Elco Industries, Inc. and
Subsidiaries has been incorporated by reference in this Form 10-K from the 1994
Annual Report to Stockholders of Elco Industries, Inc. and appears on page 38
therein. In connection with our audits of such financial statements, we have
also audited the related financial statement schedules listed in the index on
page 9 of this Annual Report on Form 10-K.
In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.
Rockford, IL Coopers & Lybrand L.L.P.
August 5, 1994
Page S-1
Schedule V
ELCO INDUSTRIES, INC.
AND CONSOLIDATED SUBSIDIARIES
Property, Plant and Equipment
For the Years Ended June 30, 1994, 1993 and 1992
Column A Column B Column C Column D Column E Column F
Balance at Additions Retirements Other Balance at
Classification Beginning At Or Changes End
Of Period Cost Disposals Add (Deduct) Of Period
Year Ended June 30, 1994:
Land $ 448,822 $ 448,822
Land and leasehold improvements 3,074,135 $ 186,283 3,260,418
Buildings and building equipment 23,287,277 875,679 $ 888,980 (A) 25,051,936
Machinery and equipment 105,083,640 9,100,703 $2,086,243 2,360,029 (A) 114,458,129
Furniture and office equipment 8,448,227 714,794 686,858 12,789 (A) 8,488,952
Construction in progress 3,261,798 1,510,385 (3,261,798)(A) 1,510,385
------------ ----------- ---------- ---------- ------------
Total $143,603,899 $12,387,844 $2,773,101 $ -0- $153,218,642
============ =========== ========== ========== ============
Year Ended June 30, 1993:
Land $ 416,322 $ 36,000 $ 3,500 $ 448,822
Land and leasehold improvements 3,005,644 92,118 23,627 3,074,135
Buildings and building equipment 22,838,846 395,380 17,838 $ 70,889 (A) 23,287,277
Machinery and equipment 101,184,230 4,878,027 2,316,559 1,337,942 (A) 105,083,640
Furniture and office equipment 7,805,127 656,736 29,377 15,741 (A) 8,448,227
Construction in progress 1,174,954 3,511,416 (1,424,572)(A) 3,261,798
------------ ----------- ---------- ---------- ------------
Total $136,425,123 $ 9,569,677 $2,390,901 $ -0- $143,603,899
============ =========== ========== ========== ============
Year Ended June 30, 1992:
Land $ 416,322 $ 416,322
Land and leasehold improvements 2,580,873 $ 424,771 3,005,644
Buildings and building
equipment 22,135,194 1,053,652 $ 350,000 22,838,846
Machinery and equipment 95,635,122 6,339,644 1,894,934 $1,104,398 (A) 101,184,230
Furniture and office equipment 6,929,713 1,557,352 681,938 7,805,127
Construction in progress 1,104,398 1,174,954 (1,104,398)(A) 1,174,954
------------ ----------- ---------- ---------- ------------
Total $128,801,622 $10,550,373 $2,926,872 $ -0- $136,425,123
============ =========== ========== ========== ============
NOTES:
(A) Reclassification of completed construction.
The principal depreciation lives used are as follows:
Land and leasehold improvements-- 5 - 20 years
Buildings and building equipment-- 5 - 50 years
Machinery and equipment-- 3 - 15 years
Furniture and office equipment-- 3 - 10 years
Property, Plant and Equipment is depreciated or amortized over the estimated service lives or lease period using
the straight-line method.
Page S-2
Schedule VI
ELCO INDUSTRIES, INC.
AND CONSOLIDATED SUBSIDIARIES
Accumulated Depreciation and Amortization
Of Property, Plant and Equipment
For the Years Ended June 30, 1994, 1993 and 1992
Column A Column B Column C Column D Column F
Additions
Balance at Charged to Retirements Balance at
Classification Beginning Costs and Or End
Of Period Expenses Disposals Of Period
Year Ended June 30, 1994:
Land and leasehold improvements $ 1,738,557 $ 269,225 $ 2,007,782
Buildings and building equipment 9,834,100 801,170 10,635,270
Machinery and equipment 59,538,116 7,675,726 $1,638,573 65,575,269
Furniture and office equipment 5,071,813 1,134,788 523,611 5,582,990
----------- ---------- ---------- -----------
Total $76,182,586 $9,880,909 $2,162,184 $83,901,311
=========== ========== ========== ===========
Year Ended June 30, 1993:
Land and leasehold improvements $ 1,482,644 $ 264,636 $ 8,723 $ 1,738,557
Buildings and building equipment 9,105,148 746,612 17,660 9,834,100
Machinery and equipment 54,309,902 7,129,956 1,901,742 59,538,116
Furniture and office equipment 4,093,593 988,164 9,944 5,071,813
----------- ---------- ---------- -----------
Total $68,991,287 $9,129,368 $1,938,069 $76,182,586
=========== ========== ========== ===========
Year Ended June 30, 1992:
Land and leasehold improvements $ 1,227,654 $ 254,990 $ 1,482,644
Buildings and building equipment 8,732,500 722,648 $ 350,000 9,105,148
Machinery and equipment 48,745,940 6,873,835 1,309,873 54,309,902
Furniture and office equipment 3,863,352 911,304 681,063 4,093,593
----------- ---------- ---------- -----------
Total $62,569,446 $8,762,777 $2,340,936 $68,991,287
=========== ========== ========== ===========
Page S-3
Schedule VIII
ELCO INDUSTRIES, INC.
AND CONSOLIDATED SUBSIDIARIES
Reserves
For the Years Ended June 30, 1994, 1993 and 1992
Column A Column B Column C Column D Column E
Additions
--------------------
Description Charged
Balance at To Costs Charged Deductions Balance
Beginning And To Other From At End
Of Period Expenses Accounts Reserves Of Period
Year Ended June 30, 1994:
Valuation account deducted from
assets to which it applies--
Allowance for doubtful accounts $475,000 $30,236 -0- $ 32,236 (B) $473,000
Year Ended June 30, 1993:
Valuation account deducted from
assets to which it applies--
Allowance for doubtful accounts $335,000 $195,178 $27,313 (A) $ 82,491 (B) $475,000
Year Ended June 30, 1992:
Valuation account deducted from
assets to which it applies--
Allowance for doubtful accounts $307,000 $ 88,581 $68,479 (A) $129,060 (B) $335,000
(A) Recoveries on accounts previously written off.
(B) Uncollectible accounts written off.
Page S-4
Schedule IX
ELCO INDUSTRIES, INC.
AND CONSOLIDATED SUBSIDIARIES
Short-Term Borrowings
For the Years Ended June 30, 1994, 1993 and 1992
Column A Column B Column C Column D Column E Column F
Category of Weighted Maximum Amount Average Amount Weighted Average
Aggregate Balance Average Outstanding Outstanding Interest Rate
Short-Term At End Interest During the During the During the
Borrowings (A) Of Period Rate Period Period (B) Period (C)
Year Ended June 30, 1994:
Bank notes payable -0- -0- -0- -0- -0-
Year Ended June 30, 1993:
Bank notes payable -0- -0- -0- -0- -0-
Year Ended June 30, 1992:
Bank notes payable -0- -0- $5,200,000 $1,852,186 6%
(A) Lines of credit are maintained at various banks for short-term borrowings and amounted to
$18,000,000, $18,000,000 and $20,500,000 at June 30, 1994, 1993 and 1992, respectively.
These lines, generally reviewed annually for renewal, are subject to the usual terms and
conditions applied by banks.
(B) Average amounts outstanding are weighted averages based upon actual days outstanding.
(C) Annual weighted average interest rates are determined based on daily outstanding principal
amounts and exclude costs of maintaining lines of credit.
Page S-5
Schedule X
ELCO INDUSTRIES, INC.
AND CONSOLIDATED SUBSIDIARIES
Supplementary Income Statement Information
For the Years Ended June 30, 1994, 1993 and 1992
Column A Column B
Charged to Costs and Expenses
------------------------------------------
Item 1994 1993 1992
Maintenance and repairs $6,403,946 $5,801,522 $6,047,494
Page S-6