SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
December 31,
For the fiscal year ended 2000 Commission file number 0-2612
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LUFKIN INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Texas 75-0404410
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
601 South Raguet, Lufkin, Texas 75904
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 936/634-2211
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $1 Per Share
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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Indicate by "X" 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. [ ]
The aggregate market value of the Company's voting stock held by non-affiliates
as of January 31, 2001 was $118,047,399.
6,213,021 shares of the Company's Common Stock were outstanding on December 31,
2000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the sections entitled "Financial Review", "Letter to Shareholders",
"Management's Discussion and Analysis", "Lufkin at a Glance" and the
consolidated financial statements of the Company's Annual Report to Shareholders
for the year ended December 31, 2000, are incorporated by reference in Parts I,
II and IV, hereof and are included as Exhibit 13.
The sections entitled "Quorum and Voting Securities", "Nominees for Director",
"Information About Current and Continuing Directors", "Executive Compensation"
and "Security Ownership of Certain Beneficial Owners and Management" of the
Company's definitive Proxy Statement for its annual meeting of shareholders on
May 2, 2001, are incorporated by reference in Part III hereof.
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Part I
Item 1. Business
The Company was incorporated under the laws of the State of Texas on March
4, 1902 and since that date has maintained its principal office and
manufacturing facilities in Lufkin, Texas. The Company designs, manufactures,
sells, and services various types of oil field pumping units, power transmission
products, foundry castings and highway trailers. Lufkin manufactures four basic
types of pumping units: an air-balanced unit; a beam-balanced unit; a crank-
balanced unit; and a Mark II Unitorque unit. The basic differences between the
four types relate to the counterbalancing system. The depth of a well and the
desired fluid production determine the type of counterbalancing configuration
that is required. There are numerous sizes and combinations of Lufkin oil field
pumping units within the four basic types. The Company's power transmission
products (speed increasers and reducers) are designed, manufactured and sold
primarily for use in industrial applications such as petrochemical, refining,
rubber, plastics and steel and for use in marine propulsion applications. The
Company produces numerous sizes and combinations of gears. The Company's
foundry castings are primarily customer designed components manufactured by
Lufkin for use in customer products. Lufkin also produces various sizes and
styles of highway trailers, including vans, platforms, and dumps.
The Company manufactures most of the component parts used in its Oil Field,
Foundry Castings and Power Transmission products and purchases the raw materials
and outside manufactured parts from a variety of suppliers on an order basis.
The Trailer Division generally assembles various component parts manufactured by
others. Inventories consist primarily of raw materials and component parts which
are generally assembled into finished products to fill specific customer orders.
These finished products are sold primarily by the Company's own employees.
Oil field pumping units are the Company's primary products sold for export.
These sales, other than to Canada, are made principally through foreign sales
representatives, licensees and distributors. During 2000, foreign sales
accounted for approximately 24 percent of the Company's total sales.
The Company's domestic and international markets are highly competitive
with price, quality and speed of delivery being important factors. While the
Company believes that it is one of the larger manufacturers of sucker rod
pumping units in the United States, manufacturers of other types of units
(submersibles and hydraulics) have a significant share of the total pumping
unit market. The Company does not believe it has a large market share in the
power transmission, foundry castings or trailer markets.
The Company employed approximately 2,000 people at December 31, 2000,
including approximately 1,400 that were paid on an hourly basis. The Company
has an open shop contract, which runs until October 7, 2002, with three AFL-CIO
labor unions. The Company considers its employee relations to be satisfactory.
Additional information required by Item 1 is included in the sections
entitled "Management's Discussion and Analysis", "Letter to the Shareholders",
and "Lufkin at a Glance" of the Company's Annual Report to Shareholders,
portions of which sections are incorporated herein by reference and included as
part of Exhibit 13.
Item 2. Properties
The Company's major manufacturing facilities are located in and near
Lufkin, are owned in fee and include approximately 150 acres, a foundry, machine
shop, structural shops, assembly shops and warehouses. The Company also has a
plant in Nisku, Canada that produces structural parts for pumping units. These
parts are then assembled with parts shipped from Lufkin and are delivered to the
Company's Canadian customers. The Company also has a plant in Fougerolles,
France that manufactures, assembles and sells industrial gears and power
transmission products throughout Europe.
2
Item 3. Legal Proceedings
The information required by Item 3 is included in the section entitled
"Management's Discussion and Analysis" of the Company's Annual Report to
Shareholders, portions of which section are incorporated herein by reference and
included as part of Exhibit 13.
Item 4. Submission of Matters to a Vote of Shareholders
None
Item 4A. Executive Officers of the Registrant
The following information is submitted with respect to the executive
officers of the Company as of March 1, 2001:
Executive
Officer
Name Position with Company Age Since
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D. V. Smith Chairman, President &
Chief Executive Officer 58 1993
J. F. Glick Vice President 48 1994
S. H. Semlinger Vice President 47 1992
L. M. Hoes Vice President 54 1996
P. G. Perez Vice President/Secretary 55 1996
R. D. Leslie Vice President/Treasurer/CFO 55 1999
There is no significant family relationship either by blood or by marriage
among the officers of the Company.
All of the executive officers of the Company, with the exception of Mr.
Hoes, Mr. Perez and Mr. Leslie, have been employed by the Company for more than
five years in the same or similar positions. Mr. Hoes was first employed by the
Company in May, 1996 to serve as Vice President and General Manager of the Oil
Field Products Division. Prior to joining the Company, Mr. Hoes was employed as
Vice President of Manufacturing for Cooper Cameron Inc. in Houston, Texas and as
Vice President of Manufacturing and Vice President of Engineering for Cooper Oil
Tool Division also based in Houston, Texas. Mr. Perez was first employed by the
Company in July, 1993 to serve as Director of Human Resources. Mr. Perez was
previously employed by Cooper Industries as Manager of Employee Relations for
Cooper Oil Tool Division and by Cameron Iron Works as Manager of Labor Relations
in Houston, Texas. Mr. Leslie has been employed by the Company since October,
1992. Prior to becoming the Company's Treasurer, Mr. Leslie served as the
Company's Controller and Chief Accounting Officer. Prior to joining the
Company, Mr. Leslie was employed by Sanifill, Inc. in Houston, Texas, as Vice
President of Finance and Chief Accounting Officer. The executive officers of
the Company serve at the request of the Board of Directors of the Company. The
term of office for all executive officers expires at the next annual meeting of
the Board of Directors of the Company.
Part II
Item 5. Market for the Registrant's Common Stock
and Related Shareholder Matters
The information required by Item 5 is included in the section entitled
"Financial Review" of the Company's Annual Report to Shareholders, which section
is incorporated herein by reference and included as part of Exhibit 13.
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Item 6. Selected Financial Data
FIVE YEAR SUMMARY OF SELECTED
CONSOLIDATED FINANCIAL DATA
(In millions, except per share data) 2000 1999 1998 1997 1996
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Sales (1) $254.6 $246.0 $287.5 $291.8 $229.1
Earnings (loss) from operations 7.0 (1.3) 13.6 14.8 10.5
Earnings (loss) per share
Basic 1.11 (0.20) 2.11 2.26 1.57
Diluted 1.11 (0.20) 2.08 2.22 1.56
Total assets 235.4 221.4 242.8 209.8 185.9
Long term notes payable 7.0 9.1 11.5 6.7 -
Cash dividends per share .72 .72 .72 .68 .60
(1) Sales for prior periods have been restated to reflect the reclassification
of freight charges billed to customers as revenues and the related expenses as
cost of sales in accordance with the guidance specified by EITF Issue 00-10.
The Company previously accounted for freight charged to customers as a reduction
of cost of sales. Net earnings for these periods were not affected by this
reclassification.
Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations
The information required by Item 7 is included in the section entitled
"Management's Discussion and Analysis" of the Company's Annual Report to
Shareholders, portions of which section are incorporated herein by reference and
included as part of Exhibit 13.
Item 7a. Quantitative and Qualitative Disclosures about
Market Risk
The information required by Item 7a is included in the section entitled
"Management's Discussion and Analysis" of the Company's Annual Report to
Shareholders, portions of which section are incorporated herein by reference and
included as part of Exhibit 13.
Item 8. Financial Statements and Supplementary Data
The information required by Item 8 is included in the consolidated
financial statements and related notes and the "Report of Independent Public
Accountants" of the Company's Annual Report to Shareholders, which consolidated
financial statements and related notes and report of independent public
accountants are incorporated herein by reference and included as part of Exhibit
13.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None
Part III
Item 10. Directors and Executive Officers of
the Registrant
The information required by Item 10 relating to the directors of the
Company is included in the sections entitled "Nominees for Director" on page 2
and "Information About Current and Continuing Directors" on pages 5 and 6 of the
definitive Proxy Statement for the annual meeting of Company shareholders on May
2, 2001 ("Proxy Statement"), which sections are incorporated herein by
reference. The information relating to the executive officers of the Company is
provided in Item 4A of Part I of this Annual Report.
Item 11. Executive Compensation
The information required by Item 11 is included in the section entitled
"Executive Compensation" on pages 6 through 10 of the Proxy Statement, which
section is incorporated herein by reference.
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Item 12. Security Ownership of Certain Beneficial
Owners and Management
The information required by Item 12 is included in the sections entitled
"Quorum and Voting Securities" on page 1 and "Security Ownership of Certain
Beneficial Owners and Management" on page 13 of the Company's Proxy Statement,
which sections are incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
None
Part IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K
(a) Documents filed as part of the report
1. Consolidated Financial Statements (incorporated by
reference to the Annual Report to Shareholders)
Report of Independent Public Accountants
Consolidated Balance Sheets
Consolidated Statements of Earnings
Consolidated Statements of Shareholders'
Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
2. Financial statement schedules
Schedules Omitted--All schedules for which
provision is made in the applicable regulations of
the Securities and Exchange Commission have been
omitted because they are not applicable or not re-
quired or the required information is included in
the consolidated financial statements or notes thereto.
3. Exhibits
(3.1) Articles of Incorporation, as amended, included as
Exhibit 3 to Form 10-K of the registrant for the year
ended December 31, 1990, which exhibit is incorporated
herein by reference.
(3.2) Articles of Amendment to Fourth Restated Articles of
Incorporation, included as Exhibit 3.1 to Form 8-K of
the registrant filed December 10, 1999, which exhibit
is incorporated herein by reference.
(3.3) Restated Bylaws, included as Exhibit 3.2 to Form 8-K of
the registrant filed December 10, 1999, which exhibit
is incorporated herein by reference.
(10.1) Shareholder Rights Agreement, dated as of May 4, 1987,
was included as exhibit (1) to Form 8-A of the
registrant dated May 13, 1987, which agreement is
incorporated herein by reference.
(10.2)* Company's 1990 Stock Option Plan was included as
Exhibit 4.3 to the Company's registration statement on
Form S-8 dated August 23, 1995 (File No. 33-62021),
which plan is incorporated herein by reference.
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(10.3)* Company's 1996 Nonemployee Director Stock Option Plan
was included as Exhibit 4.3 to the Company's
registration statement on Form S-8 dated June 28, 1996
(File No. 333-07129), which plan is incorporated
herein by reference.
(13) Portions of the Annual Report to Shareholders for the
year ended December 31, 2000 are included as an exhibit
to this report for the information of the Securities
and Exchange Commission.
(21) Schedule listing subsidiaries of the registrant
(23) Consent of Independent Public Accountants
*Compensatory plan.
(b) Reports on Form 8-K filed during the fourth quarter of 2000:
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Lufkin Industries, Inc. has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, on February
14, 2001.
LUFKIN INDUSTRIES, INC.
BY /s/ R. D. Leslie
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R. D. Leslie, Vice President/Treasurer/Chief Financial Officer
Principal Financial and Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed on February 14, 2001, below by the following persons on
behalf of Lufkin Industries, Inc. and in the capacities indicated.
By /s/ D. V. Smith
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D. V. Smith, President and Chief Executive
Officer
By /s/ S. W. Henderson, III
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S. W. Henderson, III, Director
By /s/ L. R. Jalenak, Jr.
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L. R. Jalenak, Jr., Director
By /s/ H. H. King
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H. H. King, Director
By /s/ M. E. Kurth, Jr.
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M. E. Kurth, Jr., Director
By /s/ J. H. Lollar
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J. H. Lollar, Director
By /s/ B. H. O'Neal
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B. H. O'Neal, Director
By /s/ H. J. Trout, Jr.
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H. J. Trout, Jr., Director
By /s/ W. W. Trout, Jr.
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W. W. Trout, Jr., Director
By /s/ T. E. Wiener
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T. E. Wiener, Director
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