SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to _______________
Commission File No. 0-795
BADGER PAPER MILLS, INC.
(Exact name of registrant as specified in its charter)
200 West Front Street WISCONSIN
P.O. Box 149 (State of incorporation)
Peshtigo, Wisconsin 54157-0149 39-0143840
(Address of principal executive office) (I.R.S. Employer Identification Number)
Registrant's telephone number, including area code: (715) 582-4551
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Without Nominal or Par Value
Indicate by checkmark 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 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 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 March 2, 2001, 1,988,417 shares of common stock were outstanding, and the
aggregate market value of the common stock (based upon the closing sale price of
the shares on the Nasdaq SmallCap Market) held by non-affiliates was
approximately $4,618,183. Determination of stock ownership by affiliates was
made solely for the purpose of responding to this requirement, and registrant is
not bound by this determination for any other purpose.
EXPLANATORY NOTE
The undersigned registrant hereby amends the following items, financial
statements, schedules, exhibits or other portions of its December 31, 2000
Annual Report on Form 10-K as set forth in the pages attached hereto:
Items 8. Financial Statements and Supplementary Data, Exhibits.
Item 14. Financial Statement Schedules and Reports on Form 8-K
The information required by these Items is filed herewith by amendment
pursuant to Rule 12b-15.
Except as noted herein, Badger Paper Mills, Inc.'s December 31, 2000 Annual
Report on Form 10-K remains as originally filed with the Securities and Exchange
Commission on March 27, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: February 14, 2002
Badger Paper Mills, Inc.
By: /S/ WILLIAM H. PETERS
William H. Peters
Vice President and Chief Financial Officer
2
Part II
Item 8. Financial statements and supplementary data
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Shareholders
Badger Paper Mills, Inc. and Subsidiary
We have audited the accompanying consolidated balance sheets of Badger Paper
Mills, Inc. and Subsidiary (a Wisconsin corporation) as of December 31, 2000 and
1999 and the related consolidated statements of operations, shareholders' equity
and cash flows for each of the three years in the period ended December 31,
2000. 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 auditing standards generally accepted
in the United States of America. 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 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 consolidated financial position of Badger Paper
Mills, Inc. and Subsidiary as of December 31, 2000 and 1999 and the consolidated
results of their operations and cash flows for each of the three years in the
period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note B to the
financial statements, the Company has experienced significant increases in raw
material and energy costs that it has not been able to fully pass along to its
customers, resulting in a significant loss for 2000. This had an adverse effect
on various financial ratios, creating defaults under loan agreements. The
Company has received waivers from the lenders relating to these defaults through
the year ended December 31, 2000. However, the Company is in default of these
financial ratios in 2001. These matters raise substantial doubt about the
Company's ability to continue as a going concern. Management's plan in regards
to these matters is described in Note B. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/S/ GRANT THORNTON LLP
Appleton, Wisconsin
January 26, 2001 (Except for
Note P, as to which the date is
March 1, 2001, and Notes B and
G, as to which the date is March 7, 2001)
3
Badger Paper Mills, Inc. And Subsidiary
CONSOLIDATED BALANCE SHEETS
December 31, 2000 and 1999
(dollars in thousands)
ASSETS 2000 1999
CURRENT ASSETS
Cash and cash equivalents $ 980 $ 669
Certificates of deposit 100 500
Marketable securities - 137
Accounts receivable, net 6,608 6,080
Inventories 6,519 7,819
Refundable income taxes 300 220
Deferred income taxes - 1,160
Prepaid expenses and other 571 606
--------------------------------
Total current assets 15,078 17,191
PROPERTY, PLANT AND EQUIPMENT, NET 26,417 27,240
OTHER ASSETS
Trade credits - 609
Other 1,862 1,854
--------------------------------
1,862 2,463
--------------------------------
Total assets $ 43,357 $ 46,894
================================
LIABILITIES
CURRENT LIABILITIES
Current portion of long-term debt $ 15,212 $ 1,060
Accounts payable 6,859 4,746
Accrued liabilities 2,957 3,126
--------------------------------
Total current liabilities 25,028 8,932
LONG-TERM DEBT 1,310 15,705
DEFERRED INCOME TAXES - 1,840
OTHER LIABILITIES 537 933
COMMITMENTS AND CONTINGENCIES - -
SHAREHOLDERS' EQUITY
Common stock, no par value; 4,000,000 shares authorized, 2,160,000 shares issued 2,700 2,700
Additional paid in capital 170 201
Retained earnings 15,367 18,433
Treasury stock, at cost, 171,583 and 185,832 shares in 2000 and 1999, respectively (1,755) (1,850)
--------------------------------
Total shareholders' equity 16,482 19,484
--------------------------------
Total liabilities and shareholders' equity $ 43,357 $ 46,894
================================
The accompanying notes are an integral part of these statements.
4
Badger Paper Mills, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF OPERATIONS
For Years Ended December 31, 2000, 1999 and 1998
(dollars in thousands, except per share data)
2000 1999 1998
---- ---- ----
Net sales $ 73,346 $ 67,024 $ 65,727
Cost of sales 70,937 60,336 58,505
------------------------------------------------------
Gross profit 2,409 6,688 7,222
Selling and administrative expenses 4,829 4,825 4,331
------------------------------------------------------
Operating income (loss) (2,420) 1,863 2,891
Other income (expense):
Interest and dividend income 44 85 237
Interest expense (1,250) (1,064) (1,196)
Executive termination costs - - (286)
Gain from life insurance proceeds - 391 -
Gain (loss) on disposal of property, plant and
equipment (22) - 632
Loss on write-off of trade credits (440) - -
Miscellaneous, net 131 141 363
(1,537) (447) (250)
------------------------------------------------------
Income (loss) before income taxes (3,957) 1,416 2,641
Provision (benefit) for income taxes (891) 279 897
------------------------------------------------------
Net income (loss) $ (3,066) $ 1,137 $ 1,744
======================================================
Net earnings (loss) per share (basic and
diluted) $ (1.55) $ 0.58 $ 0.89
======================================================
The accompanying notes are an integral part of these statements.
5
Badger Paper Mills, Inc. and Subsidiary
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
For Years ended December 31, 2000, 1999 and 1998
(dollars in thousands)
2000 1999 1998
---- ---- ----
Common stock
Balance, December 31 $ 2,700 $ 2,700 $ 2,700
-------------------------------------------------
Additional paid-in capital
Balance, January 1 201 200 190
Treasury stock issued (31) 1 10
-------------------------------------------------
Balance, December 31 170 201 200
-------------------------------------------------
Retained earnings
Balance, January 1 18,433 17,296 15,552
Net income (loss) (loss) (3,066) 1,137 1,744
-------------------------------------------------
Balance, December 31 15,367 18,433 17,296
-------------------------------------------------
Treasury stock
Balance, January 1 (1,850) (1,939) (1,998)
Shares issued (14,249, 13,446 and 8,867 shares
in 2000, 1999 and 1998, respectively) 95 89 59
-------------------------------------------------
Balance, December 31 (1,755) (1,850) (1,939)
-------------------------------------------------
Shareholders' equity
Balance, December 31 $ 16,482 $ 19,484 $ 18,257
=================================================
The accompanying notes are an integral part of these consolidated financial
statements.
6
Badger Paper Mills, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
For Years ended December 31, 2000, 1999 and 1998
(dollars in thousands)
2000 1999 1998
Cash flows from operating activities:
Net income (loss) $ (3,066) $ 1,137 $ 1,744
Adjustments to reconcile to net cash provided by operating
activities:
Depreciation 3,005 2,853 2,752
Directors' fees paid in stock 64 90 69
Deferred income taxes (680) 200 586
Realized loss on sale of marketable securities 12 - 48
Gain from life insurance benefits - (391) -
(Gain) loss on disposal of property, plant and equipment 22 - (632)
Loss on write-off of trade credits 440 - -
Changes in assets and liabilities
Accounts receivable, net (528) (818) (142)
Inventories 1,300 (1,618) (1,357)
Accounts payable and accrued liabilities 1,944 602 (1,351)
Income taxes refundable (payable) (80) (363) 528
Other (200) (363) (166)
--------------------------------------------------
Net cash provided by operating activities 2,233 1,329 2,079
Cash flows from investing activities:
Additions to property, plant, and equipment (2,265) (2,815) (3,004)
Proceeds from sale of property, plant and equipment 61 13 2,880
Net sales of certificates of deposit 400 496 386
Life insurance proceeds - 622 -
Purchases of marketable securities - (36) (1,927)
Proceeds from sale of marketable securities 125 1,260 1,836
--------------------------------------------------
Net cash provided by (used in) investing activities (1,679) (460) 171
Cash flows from financing activities:
Payments on long-term debt (1,043) (4,029) (2,323)
Increase in revolving notes payable 800 1,600 1,000
--------------------------------------------------
Net cash used in financing activities (243) (2,429) (1,323)
--------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 311 (1,560) 927
Cash and cash equivalents:
Beginning of year 669 2,229 1,302
--------------------------------------------------
End of year $ 980 $ 669 $ 2,229
==================================================
The accompanying notes are an integral part of these statements.
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000 and 1999
NOTE A - SUMMARY OF ACCOUNTING POLICIES
Badger Paper Mills, Inc. and Subsidiary ("Company") manufactures paper and paper
products and provides converting and printing services to customers throughout
North America. In August of 1999, the wholly owned subsidiary involved in
printing and converting was merged into Badger Paper Mills, Inc. In February
1998, Peshtigo Power, LLC ("Peshtigo") was incorporated to produce steam for
Badger Paper Mills, Inc. Peshtigo is wholly owned by the Company.
A summary of the significant accounting policies applied in the preparation of
the accompanying consolidated financial statements follows.
1. Consolidation Principles
The consolidated financial statements include the accounts of Badger Paper
Mills, Inc. and its wholly owned Subsidiary. All significant intercompany
accounts and transactions have been eliminated.
2. Operating Segments
The Company has adopted the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 131, "Disclosures About Segments of an Enterprise and
Related Information". SFAS 131 requires public companies to use a "management
approach" to defining and reporting the activities of operating segments. The
management approach defines operating segments along the lines used by
management to assess performance and make operating and capital decisions.
3. Concentration of Credit Risk
Financial instruments, which potentially subject the Company to concentrations
of credit risk consist principally of cash and cash equivalents and trade
accounts receivable. The Company places its cash and cash equivalents with high
quality financial institutions. The Company provides credit in the normal course
of business to its customers. These customers are located throughout North
America. The Company performs ongoing credit evaluations of its customers and
maintains allowances for potential credit losses and generally does not require
collateral to support the accounts receivable balances.
4. Financial Instruments
For cash and certificates of deposit, the carrying amount approximates fair
value because of the short maturity of these instruments. For long-term debt,
the carrying amount approximates fair value based on comparison with current
rates offered to the Company for debt with similar remaining maturities.
8
5. Estimates
Preparation of the consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reported period. Actual results could differ from those
estimates.
6. Cash Equivalents and Certificates of Deposit
For financial reporting purposes, the Company considers all highly liquid debt
instruments purchased with a maturity of three months or less to be cash
equivalents.
7. Marketable Securities
The investment portfolio at December 31, 1999, which consisted of taxable United
States Agency Bonds, was classified as available for sale. The difference
between cost and fair value was insignificant. The specific identification
method is used to compute realized gains and losses.
8. Receivables
Accounts receivable are stated net of an allowance for sales returns, cash
discounts and doubtful accounts.
9. Inventories
Substantially all inventories are valued at the lower of cost or market with
cost being determined on the last-in, first-out ("LIFO") basis.
10. Property, Plant and Equipment
These assets are stated at cost, less depreciation. Depreciation of plant and
equipment is provided on the straight-line basis over the estimated useful lives
of the assets. Land improvements useful lives are 15 years. Buildings useful
lives range from 30 to 33 years and machinery and equipment from three to 17
years. Accelerated depreciation is used for income tax purposes.
11. Trade Credits
Trade credits represent credits issued by an international barter firm in
exchange for surplus inventory. Trade credits are recorded at the lower of cost
or market of the inventory exchanged. The Company regularly reviews trade
credits if events or circumstances indicate that the trade credits are impaired.
In the fourth quarter of 2000, $440,000 of trade credits were written off
through an impairment charge, as the trade credits no longer have value in
negotiations with key suppliers. The write-off of trade credits represented a
net loss per share of $0.22 both on a basic and diluted basis for 2000. The
write-off related to the paper products segment.
9
12. Environmental Expenditures
Accruals for remediation costs are recorded when it is probable that a liability
has been incurred and the amount of the costs can be reasonable estimated.
13. Income Taxes
Deferred income taxes are recognized for the tax consequences in future years of
differences between the tax bases of assets and liabilities and their financial
reporting amounts at each year-end based on enacted tax laws and statutory tax
rates applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets and liabilities to the amount expected to be realized.
Income tax expense is the tax payable for the period and the change during the
period in deferred tax assets and liabilities.
14. Stock Options
The Company has elected to follow Accounting Principles Board Opinion ("APB")
No. 25, "Accounting for Stock Issued to Employees" and related interpretations
in accounting for its stock options. Under APB 25, because the exercise price of
the stock options exceeds the market price of the underlying stock on the date
of grant, no compensation expense is recorded. The Company has adopted the
disclosure-only provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation." Compensation expense is recorded using the front loaded method.
15. Revenue Recognition
Revenue is recognized by the Company when goods are shipped.
16. Shipping and Handling Costs
The Company records shipping and handling costs as net sales on the statement of
operations. There were $2,544,000, $2,176,000 and $1,771,000 of shipping and
handling costs for the years ended December 31, 2000, 1999 and 1998,
respectively.
17. Research and Product Development Costs
Research and product development costs related to potential new products and
applications are expensed when incurred. These costs totaled $762,000,
$2,089,000 and $2,971,000 for 2000, 1999 and 1998, respectively, and are
included in cost of sales.
18. Net Earnings (Loss) Per Share
Net earnings (loss) per share are computed based on the weighted average number
of shares of common stock outstanding during the year (1,981,716 shares,
1,966,111 shares and 1,955,772 shares in 2000, 1999 and 1998, respectively). In
2000 and 1999, for purposes of computing diluted net earnings per share, the
115,000 stock options granted in 1999 under the stock option plan were
considered antidilutive because their exercise prices were greater than the
average market price of the common shares.
10
19. Prospective Accounting Pronouncements
The Company believes the adoption of new accounting pronouncements will not have
a significant impact on results of operations or financial position.
NOTE B - GOING CONCERN
The Company experienced a net loss during the year ended December 31, 2000 of
$3,066,000, resulting largely from significant increases in the cost of raw
materials and energy that it was not able to fully pass along to its customers.
This loss prevented the Company from meeting some of the financial covenants, as
required in its revolving credit agreement and Industrial Development Revenue
Bonds (IDRBs). During the year, the financial covenants were amended, (See Note
G) to concentrate more on the minimum Earnings Before Interest, Taxes,
Depreciation and Amortization (EBITDA) level of the Company. On March 7, 2001,
waivers for violations of covenants were obtained from the lending institutions
through the year ended December 31, 2000. However, the Company is in default
under the minimum EBITDA covenant, which involves a trailing one year
calculation, and the minimum tangible net worth covenants for both January and
February 2001. As such, the debt associated with these agreements has been
classified as short-term in the accompanying financial statements. These matters
raise substantial doubt about the Company's ability to continue as a going
concern.
In view of the matters described in the preceding paragraph, recoverability of a
major portion of the recorded asset amounts shown in the accompanying balance
sheet is dependent upon the continued operations of the Company, which in turn
is dependent upon the Company's ability to maintain its present financing or
obtain alternative debt financing, and succeed in its future operations. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or amounts and
classification of liabilities that might be necessary should the Company be
unable to continue operating.
Management has taken a number of actions related to the Company's situation. The
Company has engaged outside consultants to assist it in its search for
alternative financing sources to meet its working capital requirements. A review
of operations has been completed and an operational plan developed and recently
implemented that is expected to optimize efficiencies and better match demand
for product through management of paper machine downtime. Integral to this plan,
flexibility has been enhanced in the manufacturing operation and, as of March 1,
2001, certain concessions have been received from all Company employees relating
to future wage increases, vacations and benefits. The Company continues to make
inroads in selling specialty grades of paper, to protect itself from cycles
within the paper industry and to improve its profitability. Management has
placed emphasis on selling products, which utilize the Company's diverse
manufacturing and converting capabilities.
11
NOTE C - RECEIVABLE ALLOWANCES
The receivable allowances at December 31, 2000 and 1999 are as follows (in
thousands):
2000 1999
-------- --------
Sales returns and allowances $ 102 $ 205
Cash discounts 34 43
Doubtful accounts 14 48
------- -------
$ 150 $ 296
======= =======
NOTE D - INVENTORIES
The major classes of inventories, valued on the LIFO cost method, at December
31, 2000 and 1999 are as follows (in thousands):
2000 1999
-------- ------
Raw Materials $ 1,291 $ 1,559
Work-in-process and finished stock 5,228 6,260
--------- ---------
$ 6,519 $ 7,819
========= =========
The first-in, first-out ("FIFO") cost of raw materials, work-in-process and
finished stock inventories approximated $11,208,000 and $11,890,000 at December
31, 2000 and 1999, respectively. It is not practical to separate finished stock
and work-in-process inventories. The LIFO cost method had the effect of
increasing net loss by $618,000 ($(0.31) per share) in 2000. The impact of the
LIFO cost method on net income for 1999 and 1998 was not significant.
NOTE E - PROPERTY, PLANT AND EQUIPMENT
The major classes of property, plant and equipment at December 31 are as follows
(in thousands):
2000 1999
-------- ------
Machinery and equipment $ 60,605 $ 58,392
Buildings 9,104 8,698
Land 199 199
Construction-in-progress - equipment 13 567
----------- -----------
69,921 67,856
Accumulated depreciation 43,504 40,616
----------- -----------
$ 26,417 $ 27,240
=========== ===========
At December 31, 2000 and 1999, $18,289,000 and $17,302,000, respectively, of
fully depreciated assets were still in use. During 1998, the Company sold its
training facility for $725,000 resulting in a gain of $611,000.
12
NOTE F - ACCRUED LIABILITIES
Accrued liabilities at December 31, 2000 and 1999 are as follows (in thousands):
2000 1999
-------- ------
Compensation and related taxes $ 1,646 $ 1,530
Profit sharing 505 522
Other 806 1,074
---------- ----------
$ 2,957 $ 3,126
========== ==========
NOTE G - LONG-TERM DEBT
Long-term debt at December 31, 2000 and 1999 consists of the following (in
thousands):
2000 1999
-------- --------
Revolving Credit Agreement $ 11,500 $ 10,700
Industrial Development Revenue Bonds ("IDRBs") 3,590 4,550
Urban Development Action Grant ("UDAG") 1,432 1,515
---------- ----------
16,522 16,765
Current portion 15,212 1,060
---------- ----------
$ 1,310 $ 5,705
========== ==========
The Company's revolving credit agreement provides for borrowings up to $12
million and extends to November 2003. A commitment fee of 1/2% is payable for
unused amounts. Interest on borrowings is at various rates equal to the LIBOR
rate plus 3.25% (totaling 9.91% at December 31, 2000). Borrowings are
collateralized by cash and cash equivalents, certificates of deposit, marketable
securities, accounts receivable, inventory and certain property, plant and
equipment. In 2000 and 1999, the Company issued an irrevocable letter of credit
under the revolving credit facility to the Wisconsin Department of Natural
Resources ("WDNR") for approximately $107,000 and $53,000, respectively (note
N).
The IDRBs require varying quarterly installments of $140,000 plus interest
quarterly through October 1, 2006, with payment of the remaining balance due
December 1, 2006. Principal installments of $65,000 and $35,000 are due February
1, 2001 and July 1, 2001, respectively. These installments are in addition to
the quarterly installments. Interest on the IDRBs is payable at floating rates
determined by remarketing agents (4.95% at December 31, 2000). The IDRBs are
collateralized by bank letters of credit expiring in 2003. The Company pays
annual fees at 1.25% of the amount available under the letters of credit.
13
NOTE G - LONG-TERM DEBT - Continued
At December 31, 2000, the revolving credit facility and certain IDRBs required,
among other items, the Company to maintain a fixed charge coverage ratio of 1.00
for periods from June 30, 2001 through September 29, 2001 and 1.15 for periods
thereafter; a debt leverage ratio of 4.00 from June 30, 2001 through September
29, 2001 and 3.75 for periods thereafter; and a minimum tangible net worth, as
outlined in the agreements. The Company has a requirement to maintain minimum
levels, as outlined in the agreements, of EBITDA, calculated on a monthly basis
cumulatively for the period July 1, 2000 to June 30, 2001. Capital expenditures
are limited to $2,700,000 in 2001 and periods thereafter. The Company was not in
compliance with the minimal level of EBITDA and tangible net worth at December
31, 2000. On March 7, 2001, the Company received waivers related to this
noncompliance at December 31, 2000. However, the Company is in default under the
minimum EBITDA covenant, which involves a trailing one-year calculation, and the
minimum tangible net worth covenants for both January and February 2001.
Accordingly, the revolving credit facility and IDRBs amounting to $15,090,000
are classified as short-term in the accompanying balance sheet (note B).
The UDAG debt is due in monthly installments of $15,910, including interest at
an effective rate of approximately 5.0%, through maturity in June 2010. This
grant is collateralized by certain machinery and equipment.
Future maturities of all long-term debt are as follows (in thousands):
Year ended December 31,
-----------------------
2001 $ 15,212
2002 129
2003 135
2004 142
2005 149
2006 and thereafter 755
---------
$ 16,522
NOTE H - INCOME TAXES
The provision (benefit) for income taxes consists of the following (in
thousands):
2000 1999 1998
---- ---- ----
Currently payable (refundable):
Federal $ (211) $ 62 $ 179
State - 17 132
-------- -------- --------
(211) 79 311
Deferred:
Federal (680) 222 336
State - (22) 250
-------- ------- --------
(680) 200 586
------- -------- --------
$ (891) $ 279 $ 897
======== ======== ========
14
NOTE H - INCOME TAXES - Continued
The significant differences between the effective tax rate and the statutory
federal tax rates are as follows:
2000 1999 1998
---- ---- ----
Statutory Federal tax rate (34.0)% 34.0% 34.0%
Increase in valuation reserve 11.5 - -
Tax-exempt income - life insurance proceeds - (9.4) -
State tax - (5.7) -
Other - 0.9 -
------- ======= ------
Effective tax rate (22.5)% 19.8% 34.0%
======= ======= =======
The components of the deferred tax assets and liabilities as of December 31 are
as follows (in thousands):
2000 1999
-------- --------
Deferred tax assets:
Accounts receivable $ 60 $ 101
Inventories 64 217
Accrued expenses 572 570
Deferred compensation 47 69
Postretirement benefits 174 222
Tax credit carryforwards 3,155 3,019
Federal net operating loss carryforward 1,394 -
State net operating loss carryforwards 422 315
State credit carryforwards 1,580 1,460
Valuation allowance (2,796) (1,835)
--------- ---------
4,672 4,138
Deferred tax liabilities:
Fixed assets (4,672) (4,818)
--------- ---------
Net liability $ - $ (680)
========= =========
For Federal income tax purposes, the Company has net operating loss
carryforwards, research and development credit carryovers and alternative
minimum tax credit carryovers of $4,100,000, $1,315,000 and $1,840,000,
respectively. For state income tax purposes, the Company has net operating loss
and tax credit carryovers of $15,704,000 and $1,580,000, respectively. Certain
carryforwards expire at various times over the next 20 years. For financial
reporting purposes, a valuation allowance has been established to the extent
that federal and state carryforwards, absent future taxable income, will expire
unused. The valuation allowance increased $961,000 due primarily to the
likelihood of realization of the benefits related to the federal and state net
operating loss and tax credit carryforwards.
15
NOTE I - EMPLOYEE BENEFITS
The Company has defined contribution plans covering substantially all employees.
Contribution expenses associated with these plans were $505,000, $522,000 and
$496,000 in 2000, 1999 and 1998, respectively.
NOTE J - SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest and income taxes was as follows (in thousands):
2000 1999 1998
---- ---- ----
Interest $ 1,250 $ 1,080 $ 1,235
Income taxes $ - $ 438 $ 57
Noncash investing and financing activity:
At December 31, 2000, 1999 and 1998, accounts payable included $12,000, $97,000
and $22,000 respectively, for property and equipment additions.
16
NOTE K - OPERATING SEGMENTS
The Company has two business segments, paper products and printing and
converting services. The paper products segment produces a variety of paper
products including fine paper, business paper, colored paper, waxed paper,
specialty coated base papers and twisting papers. The printing and converting
segment prints and converts flexible packaging materials for the paper products
segment, as well as films and non-woven materials from other customers.
The accounting policies of the segments are the same as those described in Note
A, Summary of Significant Accounting Policies. Intersegment revenue relates to
the transfer of material or provision of services between the two segments. The
Company evaluates the performance of its segments and allocates resources to
them based on net income. There are no jointly used or allocated assets between
the segments.
The following provides information on the Company's segments (in thousands):
Paper Products Printing and Converting Total
-------------- ----------------------- -----
2000 1999 1998 2000 1999 1998 2000 1999 1998
---- ---- ---- ---- ---- ---- ---- ---- ----
Revenues from external
customers $ 63,102 $ 58,379 $ 60,648 $ 10,244 $ 8,645 $ 5,079 $ 73,346 $ 67,024 $ 65,727
Intersegment revenues 2,447 2,858 588 1,269 1,506 1,630 3,716 4,364 2,218
Depreciation 2,773 2,634 2,560 232 219 192 3,005 2,853 2,752
Interest and dividend
income 28 69 214 16 16 23 44 85 237
Interest expense 1,185 997 1,097 65 67 99 1,250 1,064 1,196
Executive termination costs - - 286 - - - - - 286
Gain from life insurance
proceeds - 391 - - - - - 391 -
Gain (loss) from disposal of
long-lived assets (19) - 632 (3) - - (22) - 632
Loss on disposal of trade
credits 440 - - - - - 440 - -
Income tax (benefit)
provision (1,332) (69) 862 441 348 35 (891) 279 897
Segment income (loss) (4,229) 448 1,490 1,163 689 254 (3,066) 1,137 1,744
Segment assets 39,815 44,188 43,605 6,349 5,857 5,397 46,161 50,045 49,002
Expenditures for long-lived
assets 2,146 2,490 2,498 119 325 506 2,265 2,815 3,004
17
The following is a reconciliation of segment information to consolidated
information (in thousands):
2000 1999 1998
---- ---- ----
Revenues:
Total revenues for reportable segments $ 77,062 $ 71,388 $ 67,945
Elimination of intersegment revenues (3,716) (4,364) (2,218)
-------- -------- --------
Total consolidated revenues $ 73,346 $ 67,024 $ 65,727
======== ======== ========
Assets:
Total assets for reportable segments $ 46,161 $ 50,045 $ 49,002
Elimination of intersegment receivables (2,054) (2,401) (253)
Elimination of intersegment investment (750) (750) (750)
-------- -------- --------
Total consolidated assets $ 43,357 $ 46,894 $ 47,999
======== ======== ========
Total segment income and other significant items are the same as the
consolidated information.
All operations of the Company are located in the United States. Revenues from
foreign countries are primarily from Canada and Mexico and are immaterial to
total revenues.
NOTE L - DIRECTOR STOCK GRANT PLANS
In 1999 and 1997, in order to attract and retain competent directors to serve as
Directors of the Company, the Company established Director Stock Grant Plans. An
aggregate of 50,000 shares of Common Stock was reserved for issuance. Each
Director of the Company is to receive a grant of Common Stock in partial payment
of his or her director's fee. During 2000, 1999 and 1998, 14,249, 13,446 and
8,867 shares, respectively, were issued from treasury stock, at a value of
$64,000, $90,000 and $69,000, respectively.
NOTE M - STOCK OPTION PLAN
On May 11, 1999, the Company established an incentive stock option plan ("Plan")
as a mechanism to attract and retain its officers and key employees by providing
additional performance incentives and the opportunity to share ownership in the
Company. The Plan allows the Company to grant options for 130,000 common shares.
Options awarded under the Plan vest over a three or five year period and expire
in five to nine years.
In 1999, the Company granted 115,000 options at an average exercise price of
$8.42 per common share. At the date of grant, the market value of the stock was
less than the exercise price of the options. As the plan is accounted for under
APB Opinion 25, no compensation cost has been
18
recognized for the plan. No options were granted, exercised or forfeited in
2000. As of December 31, 2000 and 1999, 91,000 and 64,000 options were vested,
respectively.
Had compensation cost for the plan been determined based on the fair value of
the options at the grant dates consistent with the method prescribed by SFAS
123, the impact on net loss, net loss per share and shareholders' equity for
2000 would not have been significant. The impact on net income and net earnings
per share would have been $774,000 and $0.39 for 1999. The fair value of each
option grant is estimated on the date of grant using the Black-Scholes
options-pricing model with the following weighted average assumptions used for
grants in 1999: expected volatility of 58%, risk-free interest rates ranging
from 5.5 to 5.8%, and expected lives of 4 to 8 years.
NOTE N - COMMITMENTS AND CONTINGENCIES
Rental Agreements
The Company leases certain equipment under various agreements, classified as
operating leases, expiring through April 2007. Total rent expense amounted to
approximately $734,000, $516,000 and $222,200 for the years ended December 31,
2000, 1999 and 1998, respectively.
Future minimum rental payments are as follows (in thousands):
Year ended December 31,
----------------------
2001 $ 643
2002 609
2003 601
2004 492
2005 277
2006 and thereafter 314
--------
$ 2,936
========
Environmental Matters
In May 1999, the Company entered into an agreement with the WDNR related to the
closure of a solid waste landfill. All costs associated with the initial closure
of this landfill have been completed as of December 31, 1999. As part of the
closure agreement, the Company is required to provide proof of responsibility
for any future remediation efforts if environmental problems are detected at
this site. This amount increases over a five-year period from $53,000 as of July
31, 1999 to $297,000 as of July 31, 2003. The Company has met this requirement
as of December 31, 2000 and 1999 by having an irrevocable letter of credit
granted to the benefit of WDNR in the amount of $107,000 and $53,000,
respectively.
19
NOTE O -SUMMARIZED QUARTERLY DATA (UNAUDITED)
The following is a summary of the quarterly results of operations for the years
ended December 31 (in thousands):
Fiscal Quarter
-------------------------------------------------
First Second Third Fourth Total
----- ------ ----- ------ -----
2000*
- ----
Net Sales $18,384 $19,794 $17,830 $17,338 $73,346
Gross profit (loss) 1,654 559 310 (114) 2,409
Net income (loss) 89 (658) (673) (1,824) (3,066)
Basic and diluted earnings 0.04 (0.33) (0.34) (0.92) (1.55)
(loss) per share
1999
- ----
Net sales $15,326 $16,668 $17,413 $17,617 $67,024
Gross profit 1,901 2,111 540 2,136 6,688
Net income (loss) 374 625 (523) 661 1,137
Basic and diluted earnings 0.19 0.32 (0.27) 0.34 0.58
(loss) per share
*The fourth quarter includes a write-off of trade credits amounting to
approximately $440,000, or a $0.22 net loss per share (note A11), and a LIFO
adjustment amounting to approximately $555,000, or a $0.28 net loss per share.
NOTE P - SUBSEQUENT EVENT - UNION CONCESSIONS
In February 2001, Management presented a plan to Company employees at its
Peshtigo facility (paper products segment) to reduce costs and improve
efficiencies. Inherent in this plan were a contract extension, a wage freeze,
participation in the costs of medical and dental insurance, changes in vacation
policies and various work rules.
On March 1, 2001, the collective bargaining units ratified Management's requests
for concessions. These cost reductions and productivity improvements are
expected to impact the Company's results beginning in the second quarter of
2001.
20
PART IV
Item 14. Exhibits, financial statement schedules and reports on Form 8-K
(a) (1) List of financial statements:
The following is a list of the financial statements of Badger Paper Mills, Inc.,
together with the report of independent accountants, included in this report:
Pages
Reports of Independent Accountants........................................ 13
Consolidated balance sheets, December 31, 2000 and 1999................... 14
Consolidated statements of operations for the years ended December 31,
2000, 1999 and 1998...................................................... 15
Consolidated statements of changes in shareholders' equity for the
years ended December 31, 2000, 1999 and 1998............................. 16
Consolidated statements of cash flows for the years ended
December 31, 2000, 1999 and 1998......................................... 17
Notes to financial statements............................................. 18
(a) (2) List of financial schedules:
The following is a listing of data submitted herewith:
Reports of independent accountants on financial statement schedule........ 34
Schedule for the years ended December 31, 2000, 1999 and 1998
II Valuation and qualifying accounts and reserves..................... 35
Financial statement schedules other than that listed above are omitted for the
reason that they are either not applicable, not required, or that equivalent
information has been included in the financial statements, the notes thereto or
elsewhere herein.
(a)(3) Exhibits
Number Registration
- ------ ------------
(3)(i) Restated Articles of Incorporation, as amended (Incorporated by
reference to Exhibit 3(i) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996).
(ii) By-laws as amended through August 12, 1999 (Incorporated by reference
to Exhibit 3(ii) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1999).
21
Number Registration
- ------ ------------
(4)(i) U.S. $12,000,000 Credit Agreement dated January 29, 1999, by and
among the Company, Badger Paper Mills Flexible Packaging Division,
Inc. (formerly known as Plas-Techs, Inc.) and Harris Trust and Savings
Bank, individually and as agent, and the lenders from time to time
party thereto (Incorporated by reference to Exhibit 4(i) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1998).
(ii) First Agreement to Amended and Restated Credit Agreement dated as of
August 31, 1999 by and among Badger Paper Mills, Inc., Badger Paper
Mills Flexible Packaging Division, Inc., the Lenders, and Harris Trust
and Savings Bank, as Agent (Incorporated by reference to Exhibit 4(ii)
to the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999).
(iii) Second Amendment to Amended and Restated Credit Agreement dated as of
March 9, 2000, by and between Badger Paper Mills, Inc. (individually
and as successor by merger to Badger Paper Mills Flexible Packaging
Division, Inc.), the Lenders, and Harris Trust and Savings Bank, as
Agent (Incorporated by reference to Exhibit 4(iii) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1999).
(iv) Third Amendment to Amended and Restated Credit Agreement dated as of
September 12, 2000 (but effective as of August 14, 2000), by and
between Badger Paper Mills, Inc. (individually and as successor by
merger to Badger Paper Mills Flexible Packaging Division, Inc.), the
Lenders, and Harris Trust and Savings Bank, as Agent (Incorporated by
reference to Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 2000).
(10) Material Contracts:**
(i) Supplemental Executive Retirement Plan dated December 18, 1992
(Incorporated by reference to Exhibit 10 (ii) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1992).
(ii) Executive Employment Agreement dated March 1, 1995, between the
Company and Claude L. Van Hefty (Incorporated by reference to Exhibit
10(vii) to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994).
(iii) Health Insurance Retirement Benefit Agreement dated January 1, 1996
between the Company and Claude L. Van Hefty (Incorporated by reference
to Exhibit 10(v) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996).
(iv) Director Stock Grant Plan dated July 23, 1997 (Incorporated by
reference to Exhibit 10 to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997).
22
Number Registration
- ------ ------------
(v) Employee Resignation and Release Agreement dated as of March 12, 1998
between Badger Paper Mills, Inc. and Claude L. Van Hefty (Incorporated
by reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998).
(vi) Employee Resignation and Release Agreement dated as of March 12, 1998
between Badger Paper Mills, Inc. and Miles L. Kresl, Jr. (Incorporated
by reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998).
(vii) Badger Paper Mills, Inc. 1998 Stock Option Plan (Incorporated by
reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999)
(viii) Form of Badger Paper Mills, Inc. 1998 Stock Option Agreement
(Incorporated by reference to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1999).
(ix) Badger Paper Mills, Inc. 1999 Directors Stock Grant Plan (Incorporated
by reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999)
(23) Consent of Independent Public Accountants
(99) Definitive Proxy Statement for 2001 Annual Meeting of Shareholders (to
be filed with the Commission under Regulation 14A and incorporated by
reference herein to the extent indicated in this Form 10-K).
**Each of the "material contracts" represents a management compensatory
agreement or arrangement.
23
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the fourth quarter of 2000.
24
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
To the Shareholders and
Board of Directors
Badger Paper Mills, Inc.
and Subsidiary
Peshtigo, Wisconsin
Our report on the 2000, 1999 and 1998 financial statements of Badger Paper
Mills, Inc. and Subsidiary is included on page 13 of this Form 10-K. In
connection with our audit of such financial statements, we have also audited the
related financial statement schedule listed in the index on page 31 of this Form
10-K.
In our opinion, the 2000, 1999 and 1998 financial statement schedule referred to
above, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the
information required to be included therein.
/S/ GRANT THORNTON LLP
Appleton, Wisconsin
January 26, 2001 (except for Note P, as to
which the date is March 1, 2001
and Notes B and G, as to which the
date is March 7, 2001)
25
Schedule II - Valuation and Qualifying Accounts and Reserves for the years ended
December 31, 2000, 1999 and 1998 (in thousands)
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Additions
Balance at charged to
beginning costs and Balance at
Description of year expenses Deductions end of year
Deducted in the balance sheet from the
assets to which they apply:
Allowance for discounts, doubtful
accounts and claims/allowances:
Year ended December 31, 2000:
Doubtful accounts and
claims/allowances $ 253 $ 1,054 $ 1,190 (A) $ 117
Discounts 43 743 753 (B) 33
---------- ---------- ---------- ----------
$ 296 $ 1,797 $ 1,943 $ 150
========== ========== ========== ==========
Year ended December 31, 1999:
Doubtful accounts and
claims/allowances $ 213 $ 574 $ 534 (A) $ 253
Discounts 31 679 667 (B) 43
---------- ---------- ---------- ----------
$ 244 $ 1,253 $ 1,201 $ 296
========== ========== ========== ==========
Year ended December 31, 1998:
Doubtful accounts and
claims/allowances $ 283 $ 780 $ 850 (A) $ 213
Discounts 35 661 665 (B) 31
---------- ---------- ---------- ----------
$ 318 $ 1,441 $ 1,515 $ 244
========== ========== ========== ==========
(A) Write-off of uncollectable accounts and claims for products
(B) Discounts taken and allowed
Column C(2) has been omitted as the answer would be "None."
26
Shareholders' information
Market makers: Stock transfer agent:
Herzog, Heine, Geduld, Inc. (HRZG) Computershare Investor Services
Spear, Leeds & Kellogg (SLKC) 2 North LaSalle Street
Chicago, Illinois 60602
Stock price and dividend information:
The following table presents high and low sales prices of the Company's Common
Stock in the indicated calendar quarters, as reported by Nasdaq SmallCap Market.
Quarterly Price Ranges of Stock:
2000 1999
---- ----
Quarter High Low High Low
------- ---- --- ---- ---
First $6.500 $3.750 $9.000 $6.500
Second $5.375 $4.063 $7.500 $6.375
Third $4.438 $3.313 $8.625 $6.750
Fourth $4.500 $2.000 $8.500 $4.000
Quarterly Dividends Per Share:
The Company's line of credit maintains certain covenants, which limit the
Company's ability to pay dividends. See "Management's Discussion and Analysis --
Liquidity and Capital Resources -- Capital Resources."
Annual meeting of shareholders:
The Annual Meeting of Shareholders of Badger Paper Mills, Inc. will be held at
The Best Western Riverfront Inn, 1821 Riverside Avenue, Marinette, Wisconsin, on
Tuesday, May 8, 2001, at 10:00 a.m.
27
DIRECTORS AND OFFICERS
Board of Directors: Corporate Officers:
Harold J. Bergman Executive Committee:
Retired President & CEO Harold J. Bergman
Riverside Paper Corp. James L. Kemerling
William A. Raaths
L. Harvey Buek Michael J. Bekes
LHB - O & M Consulting Vice President and COO
Mark D. Burish Clifton A. Martin
President Vice President
Hurley, Burish & Milliken, SC Badger Paper Flexible Packaging Div.
James L. Kemerling Mark C. Neumann
President & CEO Vice President/Sales
Riiser Oil Company, Inc.
John T. Paprocki Mark D. Burish
Senior Manager Secretary
Virchow Krause Valuation LLC
William A. Raaths Susan A. Rudolph
President & CEO Assistant Secretary
Anchor Food Products, Inc.
28
EXHIBIT INDEX
BADGER PAPER MILLS, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
Number Description
- ------ -----------
(3)(i) Restated Articles of Incorporation, as amended (Incorporated by
reference to Exhibit 3(i) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996).
(ii) By-laws as amended through August 12, 1999 (Incorporated by reference
to Exhibit 3(ii) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1999).
(4)(i) U. S. $12,000,000 Credit Agreement dated January 29, 1999, by and
among the Company, Badger Paper Mills Flexible Packaging Division,
Inc. (formerly known as Plas-Techs, Inc.) and Harris Trust and Savings
Bank, individually and as agent, and the lenders from time to time
party thereto (Incorporated by reference to Exhibit 4(i) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1998).
(ii) First Agreement to Amended and Restated Credit Agreement dated as of
August 31, 1999 by and among Badger Paper Mills, Inc., Badger Paper
Mills Flexible Packaging Division, Inc., the Lenders, and Harris Trust
and Savings Bank, as Agent (Incorporated by reference to Exhibit 4(ii)
to the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999).
(iii) Second Amendment to Amended and Restated Credit Agreement dated as of
March 9, 2000, by and between Badger Paper Mills, Inc. (individually
and as successor by merger to Badger Paper Mills Flexible Packaging
Division, Inc.), the Lenders, and Harris Trust and Savings Bank, as
Agent (Incorporated by reference to Exhibit 4(iii) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1999).
(vi) Third Amendment to Amended and Restated Credit Agreement dated as of
September 12, 2000 (but effective as of August 14, 2000), by and
between Badger Paper Mills, Inc. (individually and as successor by
merger to Badger Paper Mills Flexible Packaging Division, Inc.), the
Lenders, and Harris Trust and Savings Bank, as Agent (Incorporated by
reference to Exhibit 10-1 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 2000).
29
Number Description
- ------ -----------
(10) Material Contracts:**
(i) Supplemental Executive Retirement Plan dated December 18, 1992
(Incorporated by reference to Exhibit 10 (ii) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1992).
(ii) Executive Employment Agreement dated March 1, 1995, between the
Company and Claude L. Van Hefty (Incorporated by reference to Exhibit
10(vii) to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994).
(iii) Health Insurance Retirement Benefit Agreement dated January 1, 1996
between the Company and Claude L. Van Hefty (Incorporated by reference
to Exhibit 10(v) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996).
(iv) Director Stock Grant Plan dated July 23, 1997 (Incorporated by
reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997).
(v) Employee Resignation and Release Agreement dated as of March 12, 1998
between Badger Paper Mills, Inc. and Claude L. Van Hefty (Incorporated
by reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998).
(vi) Employee Resignation and Release Agreement dated as of March 12, 1998
between Badger Paper Mills, Inc. and Miles L. Kresl, Jr. (Incorporated
by reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998).
(vii) Badger Paper Mills, Inc. 1998 Stock Option Plan (Incorporated by
reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999)
(viii) Form of Badger Paper Mills, Inc. 1998 Stock Option Agreement
(Incorporated by reference to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1999).
(ix) Badger Paper Mills, Inc. 1999 Directors Stock Grant Plan (Incorporated
by reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999)
(23) Consent of Independent Public Accountants
(99) Definitive Proxy Statement for 2001 Annual Meeting of Shareholders (to
be filed with the Commission under Regulation 14A and incorporated by
reference herein to the extent indicated in this Form 10-K).
**Each of the "material contracts" represents a management compensatory
agreement or arrangement.
30