1
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
For the Fiscal Year Ended Commission File
May 31, 1994 No. 1-10023
SUDBURY, INC.
A Delaware Corporation IRS Employer Identification
No. 34-1546292
30100 CHAGRIN BOULEVARD - SUITE 203
CLEVELAND, OHIO 44124
TELEPHONE (216) 464-7026
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock, par value $.01
$10,000,000 8 3/5% Senior Subordinated Pay-In-Kind Notes due 1997
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, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K 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]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. YES X NO
----- -----
As of August 9, 1994, 9,953,738 shares were outstanding. The aggregate
market value of the voting stock held by non-affiliates of the registrant at
August 9, 1994 was $64,759,910.
DOCUMENTS INCORPORATED BY REFERENCE
- - -----------------------------------
Portions of the Registrant's Annual Report to Stockholders for the
fiscal year ended May 31, 1994 are deemed incorporated by reference in Parts II
and IV of this Form 10-K. Portions of the Registrant's Proxy Statement for the
Annual Meeting of Stockholders to be held October 13, 1994 are deemed to be
incorporated by reference in Part III of this Form 10-K.
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PART I
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ITEM 1. BUSINESS
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GENERAL INFORMATION
- - -------------------
Sudbury, Inc. (the "Company") operates through its subsidiaries, which
are engaged in the manufacture and sale of a broad range of industrial
products, including metal products, coating applications, cranes and truck
bodies, lubricant and chemical storage and processing and precision machined
components.
The Company was formed in 1987 in the corporate reorganization of
Sudbury Holdings, Inc. and its then 80% owned subsidiary, Western Capital
Corporation ("Western"), to be the common parent of those companies (the "1987
Reorganization"). Sudbury Holdings, Inc. was created in August 1983 as a
result of a corporate reorganization in bankruptcy of American Beef Packers,
Inc., a publicly held company and its then wholly-owned subsidiary, Western.
Through fiscal 1988, the Company pursued a strategy, on its own and
through Western, of acquiring privately held companies. From 1983 through
January 1988, Sudbury Holdings (or a subsidiary) purchased 30 companies at an
aggregate cost of approximately $193 million. The acquisitions were financed
through a combination of secured bank borrowings, subordinated borrowings,
seller financing in the form of subordinated seller notes and the issuance of
common stock and preferred stock.
In late 1990, as a result of the Company's highly leveraged condition
arising from the aforementioned acquisitions and recessionary economic
conditions which began to effect the Company's performance, the Company was
unable to meet its debt repayment obligations. To remedy its poor financial
condition, on January 10, 1992 the Company filed a petition (relating to the
Company only and not to its operating subsidiaries) under Chapter 11 of the
United States Bankruptcy Code.
The Company was able to exit bankruptcy in less than eight months as
its amended Plan of Reorganization (the "Plan") was confirmed by the Bankruptcy
Court by Order dated August 18, 1992 and became effective on September 1, 1992
(the "Effective Date"). Distributions under the Plan commenced on October 15,
1992.
The Plan implemented a restructuring of the Company by providing for a
new amortization schedule for the repayment of the indebtedness owed to its
secured lender banks and a significant reduction of the Company's indebtedness
to subordinated debtholders and certain other unsecured creditors through the
conversion of debt into equity of the restructured Company.
In order to repay the indebtedness owed to the secured lender banks as
provided by the Plan, the Company implemented a business plan with an asset
disposition program involving the sale of a substantial number of its
subsidiaries which sales generated aggregate net cash proceeds of approximately
$37.6 million during fiscal years 1993 and 1994.
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In May 1993, the Company successfully completed the refinancing of its
existing bank debt by obtaining a three-year asset based $48,000,000 Credit
Facility ("Credit Facility") with a new secured lender group. This new Credit
Facility allowed the Company to retain six core businesses and cease the
previous asset sale process except for the Company's 35% investment in General
Products Delaware Corporation which is included in net assets of businesses
held for sale.
PRODUCTS, MARKETS AND SALES
- - ---------------------------
The Company has one business segment--the manufacture of industrial
products. Ongoing operations in this segment include six businesses which are
described below.
The Company's largest group of products consists of products and
services sold to the automotive industry which are principally produced by the
Company's Wagner Castings Company ("Wagner") and Industrial Powder Coatings,
Inc. ("IPC") subsidiaries. Sales to the automotive industry represented 59%,
56% and 49% of the Company's total sales from ongoing operations for the fiscal
years ended 1994, 1993 and 1992, respectively.
Wagner is the Company's largest automotive supplier and produces
ductile and malleable iron castings. Wagner sells its products both
domestically and in Europe, and is known as a producer of engineered critical
safety castings in the automotive industry. Wagner's product line includes
items such as steering knuckles, suspension parts and transmission components.
Wagner's castings range in size from small pieces weighing less than one pound
to castings weighing up to 40 pounds.
Ductile iron castings represent approximately 80% of Wagner's product
line, with the balance being malleable iron castings. Ductile iron has similar
properties to that of malleable iron, however, ductile is less costly as all
malleable iron requires the additional process of heat treatment. As a result
of this cost differential, malleable iron is not viewed as an area of growth
opportunity in the future, but continues to be preferred by some customers on
certain products due to its machinability.
IPC serves the automotive industry through the application of coatings
to metal parts, components and finished products. With nine powder coating
lines, the Company believes that IPC is one of the largest independent powder
coating job shops in the United States. IPC also has the capability of
cathodic electro-coating of parts with two lines dedicated to that process.
Powder coatings are utilized to enhance appearance and improve corrosion
protection to parts. As powder coating utilizes a dry paint process, it has
advantages over liquid painting processes which have certain environmental
issues surrounding the use of solvents and the generation of air emissions.
IPC has recently undertaken to expand its powder coating technology and
customer base through the construction of a new leased facility which will be
equipped with approximately $4 million in equipment to powder coat steel blanks
under a seven year contract (subject to certain conditions) with a home
appliance manufacturer. This blank coating line will be one of the first of
its kind in the United States and will be dedicated to coating flat appliance
blanks before, rather than after, the forming process and will be capable of
running at much higher line speeds than a typical monorail powder coating line.
This line is expected to be in production by early fiscal 1996.
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The Company's Iowa Mold Tooling Co., Inc. ("IMT") subsidiary designs
and manufactures hydraulic articulating and telescoping truck-mounted cranes,
tire handling equipment, air compressors, and service bodies including
lubrication, field service, utility and tire service bodies. IMT services,
both domestically and internationally, the following industries: construction,
utilities, tire service, railroad, forestry and municipalities.
The Company's remaining products come from its three smallest
businesses: Frisby P.M.C. Incorporated ("Frisby"), South Coast Terminals, Inc.
("South Coast") and Cast-Matic Corporation ("Cast-Matic"). Frisby is a
high-volume precision machining operation which principally produces small
diameter shafts, spindles and spindle assemblies for the electric motor,
electric hand tool and automotive fuel injection markets. South Coast provides
value-added product related services (bulk liquid storage, chemical and
lubricant toll processing, packaging, warehousing and distribution) to the oil
and chemical industries. South Coast's products and services are sold to
selected niche markets where major oil companies are not the dominant
competitors. Cast-Matic manufactures aluminum and zinc die castings which are
utilized in a variety of different industries including gas regulation,
appliance, hardware and automotive.
CYCLICALITY AND SEASONALITY
- - ---------------------------
As a result of the Company's heavy dependence on the automotive
industry, there is cyclicality and seasonality in the Company's sales and
profits. The cyclicality of this industry affects the Company's sales and
profits during periods of slow economic growth or recession. The seasonality
results in the Company typically having higher sales and operating profits in
its second and fourth fiscal quarters.
RAW MATERIALS
- - -------------
Raw materials are purchased from a number of different sources and the
loss of any particular supplier would not have a material effect on any of the
Company's businesses. Scrap steel is the principal raw material utilized at
Wagner in the production of ductile and malleable iron castings and is subject
to price fluctuations. Commitments with most of Wagner's major customers allow
Wagner to pass on the majority of increases or decreases in the cost of scrap
steel to these customers, however, these adjustments are generally passed along
three to six months subsequent to the time the change occurs.
WORKING CAPITAL
- - ---------------
As a result of the seasonality of certain of the Company's businesses
serving the automotive market, fluctuations in working capital can be
significant. Terms for sales to automotive customers are typically 30-45 days.
In addition, IMT maintains large inventories due to the variety of its products
and customer demands regarding lead times.
MARKETING AND COMPETITION
- - -------------------------
The Company's sales to the automotive industry, which are principally
through Wagner and IPC, are primarily made through their respective in-house
sales forces. In addition, Wagner's sales are often the result of its sales
engineers who are capable of providing design and engineering work in the early
stages of production. Companies competing in the automotive industry compete
on the basis of pricing, quality, engineering and design capabilities and
delivery. Due to the competitiveness of this market, it is very difficult for
Wagner and IPC to improve margins through increases in the selling prices of
their products.
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Wagner competes with many other foundries in the castings market and
also competes with other metal castings and steel forgings. As a result of an
industry consolidation which has occurred over the past several years, there
has been a reduction in the number of smaller foundries and an increase in the
market share held by larger foundries. Some of the foundries that compete with
Wagner are larger and have greater financial resources than the Company.
The competition for IPC is very fragmented with IPC being one of the
larger companies in its industry. IPC competes with many smaller facilities
which are located close to the ultimate customer. Due to high transportation
costs relative to the cost of the powder coating, location of a coating
facility close to a customer has become increasingly important. As discussed
previously, IPC recently reached an agreement with a major appliance
manufacturer to powder coat steel blanks. IPC's new production facility will
be located in proximity to that particular customer. The Company anticipates
future growth at IPC that will entail substantial capital expenditures to equip
additional facilities located near strategic customers. The Company intends to
fund these capital investments through cash generated from operations and funds
available under its Credit Facility. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations - Liquidity and Capital
Resources."
IMT's products are marketed through its (i) in-house sales force, (ii)
an organization of sales representatives and (iii) a worldwide distributor
network. IMT competes against numerous competitors, both domestically and
internationally, for its different products. The Company believes that IMT is
one of the leading producers of articulating cranes in North America, however,
it is a much smaller manufacturer in the market of truck service bodies. IMT
competes in its markets on the basis of product capabilities, quality and
price.
Both Frisby and Cast-Matic market their own products to a variety of
customers through a combination of in-house sales forces and outside sales
representatives. Competition in both their markets is based on a company's
engineering and design capabilities, quality and price. In addition,
competition in these markets is highly fragmented. Due to the precise nature
of the products that Frisby sells, as well as the competitive pressures from
newer technologies, during the next several years Frisby will be required to
make capital expenditures to remain competitive. The Company intends to fund
these expected capital investments from cash generated from operations and
funds available under its Credit Facility. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources."
South Coast principally markets its products and services through its
in-house sales force. South Coast serves a variety of niche markets and
frequently competes against its large petro-chemical customers on in-house vs.
outsource purchase decisions. Companies compete in South Coast's market based
on quality, price, service and facilities.
SALES TO CERTAIN CUSTOMERS
- - --------------------------
For the fiscal years ended 1994, 1993 and 1992, sales to Ford Motor
Company were approximately $34.6 million, $26.0 million and $24.0 million,
respectively; and sales to Chrysler Corporation were approximately $31.5
million, $24.0 million and $22.7 million, respectively. No other customers
accounted for more than 6% of sales from ongoing operations for any such
period.
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BACKLOG
- - -------
As of May 31, 1994, the Company had an order backlog of $52.9 million,
compared to $38.1 million at the end of fiscal 1993. The increase in backlog
occurred primarily at Wagner and IMT due principally to economic improvements
in their respective industries. Of such backlog, orders of approximately $39.8
million associated with the automotive and truck industries are subject to
cancellation without compensation, as is customary in the industry.
ENVIRONMENTAL MATTERS
- - ---------------------
The Company's manufacturing facilities and production processes, like
those of industrial manufacturers generally, are subject to numerous laws and
regulations designed to protect the environment. Environmental requirements
have become more stringent, not only with respect to emissions and wastes from
ongoing operations, but also with respect to historic conditions and
discontinued operations. Several of the Company's subsidiaries' current and
historic business activities may give rise to cleanup requirements in the
future, both with respect to on-site and off-site activities or conditions.
See "Item 3 - Legal Proceedings" for a discussion of off-site environmental
proceedings involving the Company's operating units. The ultimate costs of
environmental compliance cannot be predicted with precision due to many
uncertainties, such as whether cleanup action will be required and, if
required, what cleanup measures, techniques or standards will be imposed.
EMPLOYEES
- - ---------
As of May 31, 1994, the Company employed 2,492 employees, of whom 1,350
were represented by unions.
ITEM 2. PROPERTIES
----------
The Company's corporate offices are located in a leased facility in
Cleveland, Ohio. The Company's operating units use a total of 15 facilities
containing a total of approximately 1.50 million square feet of owned space and
approximately .49 million square feet of leased space. The facilities
generally include manufacturing and office space and are located in Illinois,
Iowa, Kansas, Kentucky, Michigan, Ohio, Texas and Ontario, Canada. All owned
properties are encumbered by mortgages.
The Company believes that all of its facilities are reasonably maintained
and are generally adequate for their present purposes. Facilities are believed
to be sufficient to accommodate reasonable increases in business.
ITEM 3. LEGAL PROCEEDINGS
-----------------
GENERAL
- - -------
As a result of the Company's Chapter 11 bankruptcy filing and
subsequent Plan confirmation and discharge, much of the litigation described
below has been significantly affected.
Other than ordinary routine litigation incident to its business and
except as noted below, the Company is not a party to any legal proceedings
material to its business or financial condition.
- 6 -
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As a general matter, confirmation of the Company's Plan by the
Bankruptcy Court precludes plaintiffs in pre-bankruptcy litigation from
continuing to prosecute their claims against the Company. To the extent any
such plaintiffs filed claims in the Company's bankruptcy proceeding, such
claims will be determined in such bankruptcy proceeding. Under the terms of
the Company's Plan, distributions on account of such claims generally will be
made in the form of securities of the Company rather than in cash.
BENNETT LITIGATION
- - ------------------
On September 16, 1985, a derivative action was filed in the United
States District Court for the Northern District of Ohio by John H. Bennett, a
stockholder of the Company. The complaint named directors and executive
officers of the Company at the time the suit was filed as defendants and
alleged that the Company was damaged in the amount of $20 million as a result
of the private placement of the Company's Common Stock and sought punitive
damages of $20 million from the defendants. On August 13, 1986, the plaintiff
filed a motion for leave to file an amended complaint. The second amended
complaint contained all of the allegations of the original complaint and also
asked the Court to enjoin (a) the defendant directors and officers from
exercising their options to obtain additional stock of Western and (b)
defendant Western from issuing or transferring shares of its Common Stock which
would "dilute the equity stock in Western held by the Company." In
addition, the second amended complaint sought rescission of the purchases of
the Company's Common Stock by the defendants in the private placement referred
to above. On April 9, 1987, the plaintiff filed a motion seeking leave to file
a third amended complaint naming certain stockholders as additional defendants
and realleging the allegations of the second amended complaint and also asking
the Court to enjoin the individual defendants from transferring shares of the
Company's Common Stock purchased in the private placement referred to above.
The Court has not ruled on this motion.
On April 24, 1987, the same stockholder who filed the foregoing action
filed another lawsuit in the United States District Court for the Northern
District of Ohio, which was purportedly a class action on behalf of holders of
record of the Company's capital stock on the record date for the Company's
Special Meeting of Stockholders at which the 1987 Reorganization was approved.
The complaint named the directors and executive officers of the Company at the
time the complaint was filed, the Company, Western and certain other persons as
defendants. The suit sought to enjoin the consummation of the 1987
Reorganization, or, in the alternative, an award of damages if the 1987
Reorganization was consummated. The plaintiff's Motion for Preliminary
Injunction, which sought to enjoin the 1987 Reorganization, was denied by the
Court on May 22, 1987.
Plaintiff took no further action with respect to either lawsuit until
March 1991, at which time he filed a motion to certify the 1987 case as a class
action. On October 7, 1991, the Court denied the class certification motion,
and no additional activity took place regarding this action prior to the filing
of the Company's bankruptcy case, which filing automatically stayed the
proceeding in connection with these lawsuits. On July 15, 1992, plaintiff
filed a petition which sought authority from the Bankruptcy Court to pursue the
derivative suit on behalf of and for the benefit of the Company. On July 29,
1992, the Bankruptcy Court denied plaintiff's petition. The Company's Plan
contains provisions reserving to the Company the sole right to assert or waive
any cause
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of action possessed by the Company. In connection with confirmation of the
Plan, the Bankruptcy Court approved the Company's request for permission to
intervene and dismiss the pending derivative action described above. The
Company moved to dismiss this derivative action with prejudice and, by order
entered December 2, 1992, such motion was granted by the District Court. The
plaintiff has appealed this dismissal to the United States Court of Appeals for
the Sixth Circuit. On August 11, 1994, oral arguments were heard in this case.
No decision has yet been rendered by the Court.
ENVIRONMENTAL MATTERS
- - ---------------------
Several of the Company's operating units have been identified as
potentially responsible parties ("PRPs") in legal proceedings or otherwise
notified that they may be liable for the cleanup of hazardous substances under
federal "Superfund" and other environmental protection legislation. The
Company intends to utilize all available legal defenses and remedies, including
insurance owned by the Company or its predecessors in interest, with respect to
these sites and any other site in which it may be involved in legal
proceedings, to minimize the Company's financial exposure to environmental
liability.
TransPlastics, Inc., a non-operating subsidiary of the Company is among
53 identified PRPs at the Millcreek Dump Superfund Site in Millcreek Township,
Pennsylvania. In October 1989, the United States filed a Complaint, UNITED
STATES V RALPH RIEHL, JR., ET AL, in the United States District Court for the
Western District of Pennsylvania seeking approximately $3.3 million of costs
allegedly incurred by the United States Environmental Protection Agency ("EPA")
at the aforementioned site. In April 1992, the United States EPA issued a
unilateral administrative order pursuant to Section 106 of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"). The
CERCLA Section 106 Order requires completion of specified remedial action for
the Millcreek Dump Site estimated by the United States EPA to cost $12 million.
During fiscal 1994, the United States EPA agreed in principle to accept
$500,000 in settlement of its pending claims at this site, which was within the
amount previously accrued by the Company.
Additionally, on April 19, 1993, the Minnesota Pollution Control Agency
(MPCA) issued Metalcote Grease and Oil Company, a division of Western Capital
Corporation, a non-operating subsidiary of the Company, an order to investigate
and take other corrective action at property Metalcote owned in St. Paul,
Minnesota. Although Western Capital is currently contesting its responsibility
for environmental conditions that allegedly exist at the property, Western
Capital is cooperating with the MPCA and has retained legal counsel and
environmental consultants to respond to the MPCA's order. Although additional
investigation is necessary and ongoing, Western currently estimates that the
cost to respond to the order will be $300,000.
To date, Management believes no other pending or anticipated
environmental proceeding is material to the Company taken as a whole (or where
material, adequate reserves have been established - see Note F -- Contingencies
and Commitments of the financial statements) and all claims in the aggregate
(after applicable reserves) are immaterial to the Company taken as a whole.
Although the Company continues to assess the potential liability of its
operating units for pending and anticipated legal proceedings, the ultimate
liability for such environmental matters cannot be predicted with certainty.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
None
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------
The following sets forth the name, age and recent business experience of
each person who is an executive officer of the Company. All executive officers
are elected by and serve at the pleasure of the Board of Directors.
Principal occupation or
employment for the past
Name five years Age
- - ---- ----------------------- ---
Jacques R. Sardas Director, President and Chief 63
Executive Officer since
January 13, 1992; Chairman of
the Board of Directors and
Treasurer since January 1993;
Director and Executive Vice
President of Goodyear Tire and
Rubber Co., which develops and
sells tires domestically and
abroad (1980-1991); President
of Goodyear International
(September 1984-August 1988);
President and Chief Operation
Officer-Tires (August 1988-
April 1991).
Mark E. Brody Vice President of Finance since 32
October 1992; Controller since
September 1991; Assistant
Controller (April 1989-
September 1991); Director of
Taxes (December 1987-April 1989).
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PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
-------------------------------------------------------------
MATTERS
-------
The Company's common shares are listed on the NASDAQ National Market
System. The information required by this item appears under the caption
"Market For Registrant's Common Equity and Related Stockholder Matters" on
page 24 of the 1994 Annual Report and is incorporated herein by reference
thereto.
ITEM 6. SELECTED FINANCIAL DATA
-----------------------
The information required by this item appears under the caption
"Selected Financial Data" on the inside cover page of the 1994 Annual Report
and is incorporated herein by reference thereto.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
The information required by this item appears under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 22 through 24 of the 1994 Annual Report and is incorporated
herein by reference thereto.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
The information required by this item appears on pages 9 through 21 of
the 1994 Annual Report and is incorporated herein by reference thereto.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
----------------------------------------------------
Not Applicable
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PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
-----------------------------------------------
The information required by this item appears under the caption
"Election of Directors" on pages 4 through 5 of the Company's definitive Proxy
Statement to be filed with the Securities and Exchange Commission within 120
days of the close of the Company's fiscal year ended May 31, 1994 and is
incorporated herein by reference thereto.
Information concerning executive officers of the Company is contained
in Part I of this report under the caption "Executive Officers of the
Registrant."
ITEM 11. EXECUTIVE COMPENSATION
----------------------
The information required by this item appears under the caption
"Director Compensation" located on page 6 and information pertaining to
compensation of officers located on pages 6 through 14 of the Company's
definitive Proxy Statement to be filed with the Securities and Exchange
Commission within 120 days of the close of the Company's fiscal year ended May
31, 1994 and is incorporated herein by reference thereto.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The information required by this item appears under the caption
"Beneficial Ownership of Securities" on page 3 of the Company's definitive
Proxy Statement to be filed with the Securities and Exchange Commission within
120 days of the close of the Company's fiscal year ended May 31, 1994 and is
incorporated herein by reference thereto.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The information required by this item appears under the caption
"Certain Relationships and Related Transactions" on page 14 of the Company's
definitive Proxy Statement to be filed with the Securities and Exchange
Commission within 120 days of the close of the Company's fiscal year ended May
31, 1994 and is incorporated herein by reference thereto.
- 11 -
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PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(a)(1), (a)(2) and (d) Financial Statements and Financial Schedules.
--------------------------------------------
The financial statements and financial statement schedules listed
in accompanying index to financial statements and financial
schedules are filed as part of this Annual Report on Form 10-K.
(a)(3) and (c) Exhibits.
--------
The exhibits listed on the accompanying index to exhibits are
filed as part of this Annual Report on Form 10-K.
(b) Reports on Form 8-K.
None.
- 12 -
13
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 August 25, 1994 on its behalf by the undersigned, thereunto duly authorized.
SUDBURY, INC.
By:/S/Mark E. Brody
-------------------------------
Mark E. Brody
Vice President of Finance and
Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, and
the rules and regulations promulgated thereunder, this report has been signed
on behalf of the Registrant by the following persons, in their indicated
capacities, on August 25, 1994.
/S/Jacques R. Sardas
- - ------------------------------
Jacques R. Sardas Director, Chairman, President and Chief
Executive Officer (Principal Executive
Officer)
/S/Mark E. Brody
- - ------------------------------
Mark E. Brody Vice President of Finance and Controller
(Principal Financial and Accounting
Officer)
/S/Cloyd J. Abruzzo
- - ------------------------------
Cloyd J. Abruzzo Director
/S/Jerry A. Cooper
- - ------------------------------
Jerry A. Cooper Director
/S/Preston Heller, Jr.
- - ------------------------------
Preston Heller, Jr. Director
/S/James A. Karman
- - ------------------------------
James A. Karman Director
/S/David A. Preiser
- - ------------------------------
David A. Preiser Director
/S/Thomas F. Slater
- - ------------------------------
Thomas F. Slater Director
- 13 -
14
SUDBURY, INC.
ANNUAL REPORT ON FORM 10-K
ITEMS 14 (A) (1), (2) (D) AND (3) (C)
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENT SCHEDULES
INDEX TO EXHIBITS
CERTAIN EXHIBITS
FISCAL YEAR ENDED MAY 31, 1994
- 14 -
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SUDBURY, INC.
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
(ITEM 14(A)(1) AND (2)(D))
PAGE REFERENCE
-------------------------
FORM 10-K ANNUAL REPORT
--------- -------------
Data incorporated by reference from the
1994 Annual Report:
Consolidated Statements of Operations -
Fiscal Year Ended May 31, 1994, Nine Months
Ended May 31, 1993, the Three Months Ended
August 31, 1992, and the Fiscal Year Ended
May 31, 1992 9
Consolidated Balance Sheets - May 31, 1994
and May 31, 1993 10
Consolidated Statements of Stockholders'
Equity (Deficit) - Fiscal Year Ended
May 31, 1994, Nine Months Ended May 31, 1993,
the Three Months Ended August 31, 1992, and
the Fiscal Year Ended May 31, 1992 11
Consolidated Statements of Cash Flows -
Fiscal Year Ended May 31, 1994, Nine Months
Ended May 31, 1993, the Three Months Ended
August 31, 1992, and the Fiscal Year Ended
May 31, 1992 12
Notes to Consolidated Financial Statements 13-21
Report of Independent Auditors 21
Consolidated Financial Statement Schedules:
Schedule II - Amounts Receivable from Related
Parties and Underwriters,
Promoters, and Employees other
than Related Parties 16
Schedule III - Condensed Financial Information
of Registrant 17-19
Schedule V - Property, Plant and Equipment 20
Schedule VI - Accumulated Depreciation, Depletion
and Amortization of Property, Plant
and Equipment 21
Schedule VIII - Valuation and Qualifying Accounts 22
Schedule X - Supplementary Income Statement
Information 23
Report of Independendent Auditors 24
All other schedules for the Company have been omitted since the required
information is not present or not present in amounts sufficient to require
submission of the schedule, or because the information required is included in
the financial statements, including the notes thereto.
The consolidated financial statements of the Company listed in the preceding
index, which are included in the 1994 Annual Report, are incorporated herein by
reference. With the exception of the pages listed in the above index and
information incorporated by reference elsewhere herein, the 1994 Annual Report
is not to be deemed filed as part of this report.
- 15 -
16
SCHEDULE II--AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS, PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES
SUDBURY, INC. AND SUBSIDIARIES
- - ----------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- - ----------------------------------------------------------------------------------------------------------------------------
DEDUCTIONS BALANCE AT END OF PERIOD
BALANCE ---------------------------- ------------------------
AT BEGINNING (1) AMOUNTS (2) AMOUNTS (1) (2)
NAME OF DEBTOR OF PERIOD ADDITIONS COLLECTED WRITTEN OFF CURRENT NOT CURRENT
- - ----------------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
Fiscal year ended May 31, 1994: $ -0- $ -0- $ -0-
Fiscal year ended May 31, 1993: $ -0- $ -0- $ -0-
Fiscal year ended May 31, 1992:
Notes Receivable:
Herman Dlott (A) $ 285 $(285) (B) $ -0- $ -0-
<FN>
(A) Note receivable bearing interest at 7.10% and due July 15, 1989.
(B) Amount written-off in connection with the sale of assets at the related subsidiary.
- 16 -
17
SCHEDULE III--CONDENSED FINANCIAL INFORMATION OF REGISTRANT
SUDBURY, INC.
CONDENSED BALANCE SHEET
(DOLLARS IN THOUSANDS)
May 31, May 31,
1994 1993
-------- --------
ASSETS
- - ------
CURRENT ASSETS
Cash $ 180 $ 1,597
Prepaid expenses 64 1,406
-------- --------
TOTAL CURRENT ASSETS 244 3,003
PROPERTY, PLANT AND EQUIPMENT, NET 52 162
OTHER ASSETS
Investment in subsidiaries 42,571 30,057
Other assets 6,170 2,664
-------- --------
TOTAL OTHER ASSETS 48,741 32,721
-------- --------
$ 49,037 $ 35,886
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- - ------------------------------------
CURRENT LIABILITIES
Trade accounts payable $ 268 $ 643
Other current liabilities 6,675 6,919
-------- --------
TOTAL CURRENT LIABILITIES 6,943 7,562
LONG-TERM DEBT 9,038 8,683
OTHER LONG-TERM LIABILITIES 3,646 2,833
STOCKHOLDERS' EQUITY
Common Stock - par value $0.01 per
share; authorized 20,000,000 shares;
10,233,932 shares (10,000,000 shares
at May 31, 1993) issuable and deemed
outstanding 102 100
Other stockholders' equity 29,308 16,708
-------- --------
TOTAL STOCKHOLDERS' EQUITY 29,410 16,808
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 49,037 $ 35,886
======== ========
- 17 -
18
SCHEDULE III--CONDENSED FINANCIAL INFORMATION OF REGISTRANT
SUDBURY, INC.
CONDENSED STATEMENTS OF INCOME AND CASH FLOW
(DOLLARS IN THOUSANDS)
Nine Months
Year Ended Ended
May 31, 1994 May 31, 1993
------------ ------------
Management fees from wholly-owned subsidiaries $ 2,367 $ 4,667
Interest income on advances to wholly-owned
subsidiaries 404
-------- --------
Total revenues 2,771 4,667
Costs and expenses:
Administrative expenses 2,099 2,193
Special charges 5,956 586
Interest expense - net 1,347 2,748
-------- --------
Loss before income taxes and equity in
earnings of subsidiaries (6,631) (860)
Settlement of preconfirmation liabilities 846
State income tax benefit (expense) 249 (290)
Equity in net income of subsidiaries 12,366 3,958
-------- --------
NET INCOME $ 6,830 $ 2,808
======== ========
NET CASH USED BY OPERATING ACTIVITIES $ (1,075) $ (3,712)
INVESTING ACTIVITIES:
Proceeds from sale of businesses 666 23,889
Proceeds from collection of notes receivable 2,362
Other 96
-------- --------
NET CASH PROVIDED BY INVESTING ACTIVITIES 3,124 23,889
FINANCING ACTIVITIES:
Reductions of debt (183) (41,909)
Dividends received from subsidiaries 28,920
Capital contributions to subsidiaries (1,136) (14,799)
Advances to subsidiaries - net (2,829)
Common Stock issued 682
Other 545
-------- --------
NET CASH USED IN FINANCING ACTIVITIES (3,466) (27,243)
-------- --------
DECREASE IN CASH (1,417) (7,066)
Cash at beginning of period 1,597 8,663
-------- --------
CASH AT END OF PERIOD $ 180 $ 1,597
======== ========
<FN>
As a result of the changes in ownership and capital structure from the
Plan, condensed financial information of the registrant is not relevant for
the three months ended August 31, 1992 and for the fiscal year ended May 31,
1992.
- 18 -
19
SCHEDULE III--CONDENSED FINANCIAL INFORMATION REGISTRANT
SUDBURY, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
In the parent-company-only financial statements, the Company's
investment in subsidiaries is stated at cost, net of any amounts
due to or from the subsidiaries, plus equity in undistributed net
income of subsidiaries since date of acquisition. The Company's
share of earnings of its unconsolidated subsidiaries is included
in net income using the equity method. Parent-company-only
financial statements should be read in conjunction with the
Company's consolidated financial statements.
NOTE B - CASH
As of May 31, 1993, $711,000 of the cash balance consisted of
funds restricted as to their use. This amount was used to reduce
bank debt in fiscal year 1994.
NOTE C - LONG TERM DEBT
Long-term debt consisted of the following at May 31 (in thousands):
1994 1993
------ ------
Subordinated Notes $8,149 $7,738
PIK Notes 665 665
Other 254 509
------ ------
9,068 8,912
Less current maturities 30 229
------ ------
$9,038 $8,683
====== ======
The future maturities of long-term debt outstanding at May 31,
1994 for the four fiscal years ending May 1999 and thereafter are
as follows: $44,000 in 1996, $44,000 in 1997, $10,709,000 in
1998, $44,000 in 1999 and $48,000 thereafter.
- 19 -
20
SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT
SUDBURY, INC. AND SUBSIDIARIES
- - ------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- - ------------------------------------------------------------------------------------------------------------------------
BALANCE AT OTHER CHANGES BALANCE
BEGINNING ADDITIONS ADD (DEDUCT) AT END
CLASSIFICATION OF PERIOD AT COST RETIREMENTS DESCRIBE * OF PERIOD
- - ------------------------------------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
Fiscal year ended May 31, 1994:
Land and land improvements $ 2,222 $ 22 $ 53 $ $ 2,191
Buildings 15,421 1,664 78 17,163
Machinery and equipment 33,830 5,404 690 (10) 38,534
-------- ------- -------- --------- --------
$ 51,473 $ 7,090 $ 743 $ 68 $ 57,888
======== ======= ======== ========= =========
Nine months ended May 31, 1993:
Land and land improvements $ 2,343 $ 0 $ 121 $ 0 $ 2,222
Buildings 15,032 568 179 0 15,421
Machinery and equipment 31,369 2,789 328 0 33,830
-------- ------- -------- --------- --------
$ 48,744 $ 3,357 $ 628 $ 0 $ 51,473
======== ======= ======== ========= ========
Three months ended August 31, 1992:
Land and land improvements $ 2,802 $ 1 $ 21 $ (439) $ 2,343
Buildings 21,646 116 0 (6,730) 15,032
Machinery and equipment 58,959 664 14 (28,240) 31,369
-------- ------- -------- --------- --------
$ 83,407 $ 781 $ 35 $ (35,409) $ 48,744
======== ======= ======== ========= ========
Fiscal year ended May 31, 1992:
Land and land improvements $ 3,782 $ 5 $ 0 $ (985) $ 2,802
Buildings 37,188 206 81 (15,667) 21,646
Machinery and equipment 100,006 2,234 552 (42,729) 58,959
-------- ------- -------- --------- --------
$140,976 $ 2,445 $ 633 $ (59,381) $ 83,407
======== ======= ======== ========= ========
<FN>
Note--The annual provisions for depreciation have been computed principally in
accordance with the following range of rates:
Buildings 3% to 10%
Machinery and equipment 10% to 33%
* Principally represents businesses disposed of or reclassified as a business held for sale and the impact of
adjustments under Fresh Start reporting.
- 20 -
21
SCHEDULE VI--ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
SUDBURY, INC. AND SUBSIDIARIES
- - ---------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- - ---------------------------------------------------------------------------------------------------------------------------
BALANCE ADDITIONS CHARGED OTHER CHANGES BALANCE
AT BEGINNING TO COSTS ADD (DEDUCT) AT END
DESCRIPTION OF PERIOD AND EXPENSES RETIREMENTS DESCRIBE * OF PERIOD
- - ---------------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
Fiscal year ended May 31, 1994:
Buildings $ 656 $ 979 $ $ (24) $ 1,611
Machinery and equipment 4,335 6,011 500 (7) 9,839
------- ------- ------- -------- -------
$ 4,991 $ 6,990 $ 500 $ (31) $11,450
======= ======= ======= ======== =======
Nine months ended May 31, 1993:
Buildings $ 0 $ 794 $ 138 $ 0 $ 656
Machinery and equipment 0 4,426 91 0 4,335
------- ------- ------- -------- -------
$ 0 $ 5,220 $ 229 $ 0 $ 4,991
======= ======= ======= ======== =======
Three months ended August 31, 1992:
Buildings $ 5,829 $ 290 $ 0 $ (6,119) $ 0
Machinery and equipment 28,073 1,417 15 (29,475) 0
------- ------- ------- -------- -------
$33,902 $ 1,707 $ 15 $(35,594) $ 0
======= ======= ======= ======== =======
Fiscal year ended May 31, 1992:
Buildings $ 7,860 $ 1,106 $ 16 $ (3,121) $ 5,829
Machinery and equipment 37,160 5,767 441 (14,413) 28,073
------- ------- ------- -------- -------
$45,020 $ 6,873 $ 457 $(17,534) $33,902
======= ======= ======= ======== =======
<FN>
* Principally represents businesses disposed of or reclassified as a business
held for sale and the impact of adjustments under Fresh Start reporting.
- 21 -
22
SCHEDULE VIII--VALUATION AND QUALIFYING ACCOUNTS
SUDBURY, INC. AND SUBSIDIARIES
- - -------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- - -------------------------------------------------------------------------------------------------------------------------
ADDITIONS
BALANCE AT CHARGED TO CHARGED BALANCE AT
BEGINNING COSTS AND TO OTHER END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
- - -------------------------------------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
Fiscal year ended May 31, 1994:
Deferred tax asset valuation
allowance $9,208 - $ 6 (1) $9,214
Nine months ended May 31, 1993:
Deferred tax asset valuation
allowance $5,688 - $3,520 (1) $9,208
Three months ended August 31, 1992:
Deferred tax asset valuation
allowance $5,688 (2) $5,688
<FN>
(1) Increases in valuation allowance resulted primarily from net operating and capital losses which could not be realized.
(2) Valuation allowance was recorded in conjunction with the adoption by the Company of SFAS No. 109 under the Fresh Start
accounting adjustment discussed in Footnote B to the financial statements.
- 22 -
23
SCHEDULE X--SUPPLEMENTARY INCOME STATEMENT INFORMATION
SUDBURY, INC. AND SUBSIDIARIES
- - -------------------------------------------------------------------------------------------------------
COL. A COL. B
- - -------------------------------------------------------------------------------------------------------
ITEM CHARGED TO COSTS AND EXPENSES
- - -------------------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
Fiscal Nine Months Three Months Fiscal
Year Ended Ended Ended Year Ended
May 31, May 31, August 31, May 31,
1994 1993 1992 1992
---------- ----------- ------------ ----------
Maintenance and repairs:
Ongoing operations $ 7,199 $ 5,089 $ 1,696 $ 7,708
Businesses held for sale - 51 17 2,184
------- ------- ------- -------
Total $ 7,199 $ 5,140 $ 1,713 $ 9,895
======= ======= ======= =======
<FN>
Amounts for amortization of intangibles; taxes, other than payroll and income taxes; royalties and advertising
costs are not presented as such amounts are less than one percent of total sales and revenues.
- 23 -
24
REPORT OF INDEPENDENT AUDITORS
We have audited the consolidated financial statements of Sudbury, Inc. as of
May 31, 1994 and 1993, and for the year ended May 31, 1994, the nine months
ended May 31, 1993, the three months ended August 31, 1992, and the year ended
May 31, 1992, and have issued our report thereon dated July 18, 1994
[incorporated by reference elsewhere in this Annual Report (Form 10-K)]. Our
audits also included the related consolidated financial statement schedules of
Sudbury, Inc. listed in item 14(a) of this Annual Report (Form 10-K). These
schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits.
In our opinion, the consolidated 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 set forth
therein.
ERNST & YOUNG LLP
Cleveland, Ohio
July 18, 1994
- 24 -
25
SUDBURY, INC.
FORM 10-K
EXHIBIT INDEX
-------------
Item 14(a)(3) EXHIBITS: Exhibits identified in parenthesis below, on
file with the SEC, are incorporated herein by reference as
exhibits hereto.
EXHIBIT NO.
- - -----------
(2) Third Amended Plan of Reorganization as confirmed by the United
States Bankruptcy Court, Northern District of Ohio. (Exhibit (2)
to Form 10-K for the fiscal year ended May 31, 1992.)
(3)(a) By-Laws of Sudbury, Inc., as amended November 19, 1992. (Exhibit
(3)(a) to Form 10-K for the fiscal year ended May 31, 1993.)
(3)(b) Second Restated Certificate of Incorporation of Sudbury, Inc.
(Exhibit (3)(b) to Form 10-K for the fiscal year ended May 31,
1993.)
(4)(a) Indenture, dated as of April 15, 1986, from Sudbury to FirsTier
Bank, National Association, Omaha, Nebraska, as Trustee, for
Sudbury's 7-1/2% Convertible Subordinated Debentures due 2011.
(Exhibit (4)(a) to Amendment No. 1 to Registration Statement No.
33-4699 filed April 10, 1986.)
(4)(b) Supplemental Indenture, dated as of May 27, 1987, from Sudbury to
FirsTier Bank, National Association, as Trustee. (Exhibit (4)(b)
to Form 10-K for the fiscal year ended May 30, 1987.)
(4)(c) Loan and Security Agreement dated as of May 28, 1993 among the
financial institutions named therein and BA Business Credit, Inc.,
as Agent, and Sudbury, as the Parent, and Cast-Matic Corporation,
Frisby Mfg. Co., Industrial Powder Coatings, Inc., Iowa Mold
Tooling Co., Inc., South Coast Terminals, Inc. and Wagner Castings
Company. (Exhibit (4)(c) to Form 10-K for the fiscal year ended
May 31, 1993.)
(4)(d) First Amendment to Loan and Security Agreement dated August 20,
1993 among the financial institutions named therein and BA Business
Credit, Inc., as Agent, and Sudbury, as the Parent, and Cast-Matic
Corporation, Frisby Mfg. Co., Industrial Powder Coatings, Inc.,
Iowa Mold Tooling Co., Inc., South Coast Terminals, Inc. and Wagner
Castings Company.
(4)(e) Second Amendment to Loan and Security Agreement dated April 19,
1994 among the financial institutions named therein and BA Business
Credit, Inc., as Agent, and Sudbury, as the Parent, and Cast-Matic
Corporation, Frisby Mfg. Co., Industrial Powder Coatings, Inc.,
Iowa Mold Tooling Co., Inc., South Coast Terminals, Inc. and Wagner
Castings Company.
- 25 -
26
SUDBURY, INC.
FORM 10-K
EXHIBIT INDEX (CONTINUED)
-------------
EXHIBIT NO.
- - -----------
(4)(f) Third Amendment to Loan and Security Agreement dated June 6, 1994
among the financial institutions named therein and BA Business
Credit, Inc., as Agent, and Sudbury, as the Parent, and Cast-Matic
Corporation, Frisby Mfg. Co., Industrial Powder Coatings, Inc.,
Iowa Mold Tooling Co., Inc., South Coast Terminals, Inc. and Wagner
Castings Company.
(4)(g) Fourth Amendment to Loan and Security Agreement dated August 11,
1994 among the financial institutions named therein and BA Business
Credit, Inc., as Agent, and Sudbury, as the Parent, and Cast-Matic
Corporation, Frisby Mfg. Co., Industrial Powder Coatings, Inc.,
Iowa Mold Tooling Co., Inc., South Coast Terminals, Inc. and Wagner
Castings Company.
(4)(h) Form of Participation Certificate Agreement entered into in
connection with Sudbury's Third Amended Plan of Reorganization.
(Exhibit (4)(r) to Form 10-K for the fiscal year ended May 31,
1992.)
(4)(i) Form of Indenture between Sudbury and IBJ Schroder Bank and Trust
Company, as Trustee for Sudbury's 8.6% $10 million Senior
Subordinated Pay-In-Kind Notes due 1997, distributed pursuant to
Sudbury's Third Amended Plan of Reorganization. (Exhibit T3C to
the Form T-3 filed on August 17, 1992.)
(10)(a) 1990 Stock Option Plan. (Exhibit (10)(l) to Form 10-K for the
fiscal year ended May 31, 1990.)
(10)(b) Amended Employment Agreement dated January 13, 1992 between Sudbury
and Jacques R. Sardas. (Exhibit (10)(h) to Form 10-K for the
fiscal year ended May 31, 1992.)
(10)(c) Agreement and Plan of Merger dated November 7, 1989 among Sudbury,
Western, General Products Delaware Corporation, General Products
Angola Corporation and General Products Corporation. (Exhibit
(10)(b) to Current Report on Form 8-K for event occurring on
November 7, 1989.)
(10)(d) Asset Purchase Agreement dated November 7, 1989 among Sudbury,
Western and General Products Delaware Corporation. (Exhibit 10(a)
to the Current Report on Form 8-K filed for event occurring on
November 7, 1989.)
(10)(e) Settlement Agreement and Mutual Release dated July 29, 1994 between
Jacques R. Sardas and Sudbury, Inc.
(10)(f) Stock Option Agreement dated July 29, 1994 between Jacques R.
Sardas and Sudbury, Inc.
- 26 -
27
SUDBURY, INC.
FORM 10-K
EXHIBIT INDEX (CONTINUED)
-------------
EXHIBIT NO.
- - -----------
(10)(g) Summary Description of the Sudbury, Inc. Incentive Bonus Plan.
(11) Statement re: Computation of Per Share Earnings
(13) Selected portions of the 1994 Annual Report
(21) Subsidiaries of the Company
(23) Consent of Independent Auditors
The above exhibits are available to shareholders upon written request to:
Corporate Secretary
Sudbury, Inc.
30100 Chagrin Boulevard
Suite 203
Cleveland, Ohio 44124
-27-