UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 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 number 1-10219
VULCAN INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 31-0810265
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
300 Delaware Avenue, Suite 1704, Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
(302) 427-5804
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding shares of no par value common stock at March 31, 2000:
1,110,124 shares
VULCAN INTERNATIONAL CORPORATION
INDEX
Part I. FINANCIAL INFORMATION PAGE
Item 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets 1
Condensed Consolidated Statements of Income 2
Condensed Consolidated Statements of Cash Flows 3
Schedule Supporting Net Income Per Common
Share and Dividends Per Common Share 4
Notes to Condensed Consolidated Financial
Statements 5-8
Independent Accountants' Report 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10-11
Item 3. Quantitative and Qualitative Disclosures
About Market Risks 11
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
VULCAN INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31,
2000 1999
UNAUDITED
-ASSETS-
CURRENT ASSETS:
Cash $ 937,119 1,088,626
Marketable securities (At fair market value) 52,492,670 49,554,152
Accounts receivable 1,835,831 1,409,773
Inventories 1,114,352 1,123,403
Prepaid expense and tax 75,158 107,545
---------- ----------
TOTAL CURRENT ASSETS 56,455,130 53,283,499
---------- ----------
PROPERTY, PLANT AND EQUIPMENT-at cost 11,690,511 11,639,469
Less-Accumulated depreciation and depletion 9,126,380 9,020,820
---------- ----------
NET PROPERTY, PLANT AND EQUIPMENT 2,564,131 2,618,649
---------- ----------
OTHER ASSETS:
Investment in joint venture 118,099 -
Marketable securities (At fair market value) 29,700,243 29,329,505
Deferred charges and other assets 4,355,422 4,309,770
---------- ----------
TOTAL OTHER ASSETS 34,173,764 33,639,275
---------- ----------
TOTAL ASSETS $ 93,193,025 89,541,423
========== ==========
-LIABILITIES AND SHAREHOLDERS' EQUITY-
CURRENT LIABILITIES:
Deferred income tax $ 16,455,362 15,460,319
Note payable 2,010,000 1,810,000
Other 1,158,261 1,113,040
---------- ----------
TOTAL CURRENT LIABILITIES 19,623,623 18,383,359
---------- ----------
OTHER LIABILITIES:
Deferred income tax 10,142,482 9,999,296
Commitments and contingencies - -
Minority interest in partnership 11,115 10,929
Other liabilities 29,877 29,877
---------- ----------
TOTAL OTHER LIABILITIES 10,183,474 10,040,102
---------- ----------
SHAREHOLDERS' EQUITY:
Capital stock 249,939 249,939
Additional paid-in capital 6,534,925 6,146,698
Retained earnings 26,656,138 26,675,335
Accumulated other comprehensive income 50,036,507 47,852,421
---------- ----------
83,477,509 80,924,393
Less-Common stock in treasury-at cost 20,091,581 19,806,431
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 63,385,928 61,117,962
---------- ----------
TOTAL LIABILITIES
AND SHAREHOLDERS' EQUITY $ 93,193,025 89,541,423
========== ==========
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
1
PART I - FINANCIAL INFORMATION
(Continued)
Item 1. Financial Statements.
VULCAN INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the three months ended
UNAUDITED
MARCH 31, MARCH 31,
2000 1999
REVENUES:
Net sales $ 2,517,046 2,078,400
Dividends 518,677 462,603
--------- ---------
TOTAL REVENUES 3,035,723 2,541,003
--------- ---------
COST AND EXPENSES:
Cost of sales 2,524,341 2,079,695
General and administrative 418,833 541,289
Interest expense 51,993 36,110
--------- ---------
TOTAL COST AND EXPENSES 2,995,167 2,657,094
--------- ---------
EQUITY IN JOINT VENTURE INCOME AND
MINORITY INTEREST 117,913 94,175
--------- ---------
INCOME (LOSS) BEFORE GAIN ON SALE OF ASSETS 158,469 (21,916)
NET GAIN ON SALE OF PROPERTY AND EQUIPMENT 87,484 112,332
--------- ---------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 245,953 90,416
INCOME TAX PROVISION 43,709 25,055
--------- ---------
INCOME FROM CONTINUING OPERATIONS 202,244 65,361
DISCONTINUED OPERATIONS:
Income (loss) from operations, net of
income tax - (19,917)
--------- ---------
NET INCOME $ 202,244 45,444
========= =========
NET INCOME (LOSS) PER COMMON SHARE:
Continuing operations $ .18 .06
Discontinued operations - (.02)
--------- ---------
TOTAL NET INCOME PER SHARE $ .18 .04
========= =========
DIVIDENDS PER COMMON SHARE $ .20 .20
========= =========
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
2
PART I - FINANCIAL INFORMATION
(Continued)
Item 1. Financial Statements.
VULCAN INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31,
UNAUDITED
2000 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers $ 2,092,707 2,149,389
Cash paid to suppliers and employees (2,855,272) (2,943,868)
Dividends received 518,677 462,603
Interest paid (52,002) (36,110)
--------- ---------
NET CASH FLOWS FROM OPERATING ACTIVITIES (295,890) (367,986)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and equipment 87,484 112,332
Purchase of property and equipment (51,103) (103,284)
Collections on notes receivable and other 26,363 -
Cash distribution from joint venture - 400,000
--------- ---------
NET CASH FLOWS FROM INVESTING ACTIVITIES 62,744 409,048
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under credit agreements 200,000 -
Sale of treasury shares 466,875 -
Purchase of common shares (363,795) (172,855)
Cash dividends paid (221,441) (226,005)
--------- ---------
NET CASH FLOWS FROM FINANCING ACTIVITIES 81,639 (398,860)
--------- ---------
DECREASE IN CASH AND CASH EQUIVALENTS (151,507) (357,798)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,088,626 1,275,656
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 937,119 917,858
========= =========
RECONCILIATION OF NET INCOME TO
NET CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 202,244 45,444
Adjustments-
Depreciation and amortization 105,934 114,171
Deferred income taxes 13,058 26,190
Equity in joint venture income and minority
interest (117,913) (94,175)
Net gain on sale of property and marketable
securities (87,484) (112,332)
Increase in accounts receivable (424,339) (55,575)
Decrease (increase) in inventories 9,051 (200,812)
Increase (decrease) in accounts payable,
accrued expenses and other assets 3,559 (90,897)
--------- ---------
NET CASH FLOWS FROM OPERATING ACTIVITIES $ (295,890) (367,986)
========= =========
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
3
PART I - FINANCIAL INFORMATION
(Continued)
Item 1. Financial Statements.
VULCAN INTERNATIONAL CORPORATION
SCHEDULE SUPPORTING NET INCOME PER COMMON SHARE AND
DIVIDENDS PER COMMON SHARE
UNAUDITED
Exhibit "1"
Three months ended
March 31,
2000 1999
a) Income from operations $ 202,244 65,361
b) Loss from discontinued operations,
net of income tax - (19,917)
--------- ---------
c) Net income $ 202,244 45,444
========= =========
d) Cash dividends on common shares $ 221,441 226,005
========= =========
Weighted Average Shares:
e) Common shares issued 1,999,512 1,999,512
f) Common treasury shares 890,908 865,556
--------- ---------
g) Common shares outstanding 1,108,604 1,133,956
========= =========
h) Income (loss) per common share:
Continuing operations (a/g) $ .18 .06
Discontinued operations (b/g) - (.02)
--------- ---------
NET INCOME PER SHARE $ .18 .04
========= =========
i) Dividends per common share $ .20 .20
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
4
PART I - FINANCIAL INFORMATION
(Continued)
Item 1. Financial Statements.
VULCAN INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2000 and 1999
The Registrant has been advised that it is a potentially responsible party,
together with 18 other parties, with regard to the Resolve, Inc. Superfund
Site, located in North Dartmouth, Massachusetts, with potential joint and
several liability of $5.7 million. The Resolve site was a waste chemical
reclamation facility. The environmental problem at the site involves soil
contamination including, particularly, PCB contaminants. The Registrant is
contesting all liability. The Company's liability, if any, cannot be
estimated at this time. It is the understanding of Registrant that clean-
up at the site will involve treatment of contaminated soil and ground water.
There may be other potential clean-up liability at other sites of which the
Registrant has no specific knowledge.
The accompanying condensed consolidated financial statements reflect all
adjustments that are, in the opinion of management, necessary to reflect a
fair presentation of financial position, results of operations and cash flows
for the interim periods. All such adjustments are of a normal recurring
nature.
There were no securities of the Registrant sold by the Registrant during the
three months ended March 31, 2000, that were not registered under the
Securities Act of 1933, in reliance upon an exemption from registration
provided by Section 4(2) of the Act.
On February 28, 2000, the Board of Directors ratified an action of the
Executive Committee authorizing the Company to enter into an agreement
among Directors and the Company giving the Company the Right of First
Refusal to purchase any shares owned by such Directors prior to any outside
sale of such shares.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
5
PART I - FINANCIAL INFORMATION
(Continued)
Item 1. Financial Statements.
VULCAN INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2000 and 1999
(Continued)
INVENTORIES
MARCH 31, DECEMBER 31,
2000 1999
UNAUDITED
Inventories consisted of:
Finished goods $ 505,523 484,888
Work in process 148,636 145,623
Raw materials 460,193 492,892
--------- ---------
Total inventories $1,114,352 1,123,403
========= =========
COMPREHENSIVE INCOME
During the three months ended March 31, 2000 and 1999 total other
comprehensive income (loss) was as follows:
2000 1999
Net income $ 202,244 45,444
Other comprehensive income, net of tax:
Unrealized gain (loss) on marketable
securities 2,184,086 (730,096)
--------- -------
Total comprehensive income (loss) $2,386,330 (684,652)
========= =======
Accumulated comprehensive income consists of unrealized holding gains on
securities available for sale of $50,036,507 at March 31, 2000 and
$47,852,421 at December 31, 1999.
6
PART I - FINANCIAL INFORMATION
(Continued)
Item 1. Financial Statements.
VULCAN INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2000 and 1999
(Continued)
DISCONTINUED OPERATIONS
In August 1999, the Company completed the sale of its Walnut Ridge,
Arkansas plastics operations. The prior period's financial statements
have been reclassified to present the results of operations from Walnut
Ridge as discontinued operations. For business segment reporting purposes,
the financial results from Walnut Ridge were previously reported in the
segment "Rubber and Plastics." In connection with the sale the Company
received a note for $600,000. Total proceeds from the disposal of the
plastics operations were $1,322,319.
Net sales and income from discontinued operations for the three months ended
March 31, 1999 are as follows:
Net sales $236,581
=======
(Loss) before income taxes (24,896)
Income tax benefit 4,979
-------
Net (loss) $(19,917)
=======
BUSINESS SEGMENT INFORMATION
Reportable segments for the three months ended March 31 are as
follows:
2000 1999
NET SALES FROM CONTINUING OPERATIONS:
Rubber and Foam Products $1,773,164 1,521,024
Bowling Pins 780,089 531,452
Real Estate Operations 212,251 222,349
Intersegment net sales (162,474) (84,093)
--------- ---------
2,603,030 2,190,732
Timber sales reported in gain on
sale of property and equipment (85,984) (112,332)
--------- ---------
7
PART I - FINANCIAL INFORMATION
(Continued)
Item 1. Financial Statements.
VULCAN INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2000 and 1999
(Continued)
TOTAL SALES FROM CONTINUING
OPERATIONS $2,517,046 2,078,400
========= =========
OPERATING PROFIT (LOSS) FROM
CONTINUING OPERATIONS:
Rubber and Foam Products $ (316,876) (394,943)
Bowling Pins 106,020 43,185
Real Estate Operations 73,314 118,263
--------- ---------
TOTAL OPERATING PROFIT (LOSS)
FROM CONTINUING OPERATIONS (137,542) (233,495)
Interest expense - net (51,993) (36,110)
Other unallocated corporate income - net 435,488 360,021
Income tax provision (43,709) (25,055)
--------- ---------
INCOME FROM CONTINUING
OPERATIONS 202,244 65,361
DISCONTIUED OPERATIONS:
(Loss) from operations, net of
income tax - (19,917)
--------- ---------
NET INCOME $ 202,244 45,444
========= =========
REVIEW BY INDEPENDENT ACCOUNTANTS
The condensed consolidated financial statements at March 31, 2000, and for
the three-month period then ended have been reviewed, prior to filing, by
the Registrant's independent accountants, J.D. Cloud & Co. L.L.P., whose
report covering their review of the financial statements is included in
this report.
8
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors
Vulcan International Corporation
Wilmington, Delaware
We have reviewed the accompanying condensed consolidated balance sheet of
Vulcan International Corporation and subsidiaries as of March 31, 2000, and
the related condensed consolidated statements of income and cash flows for the
three-month periods ended March 31, 2000 and 1999. These financial statements
are the responsibility of the Company's management.
We conducted our review in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants. A review of interim financial information consists
principally of applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with
generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying condensed consolidated financial statements
for them to be in conformity with generally accepted accounting principles.
We have audited, in accordance with generally accepted auditing standards, the
consolidated balance sheet of Vulcan International Corporation and
subsidiaries as of December 31, 1999, and the related consolidated statements
of income, shareholders' equity, and cash flows for the year then ended (not
presented herein); and in our report dated February 10, 2000, we expressed an
unqualified opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying condensed consolidated
balance sheet as of December 31, 1999, is fairly stated, in all material
respects, in relation to the consolidated balance sheet from which it has been
derived.
J.D. CLOUD & CO. L.L.P.
Certified Public Accountants
Cincinnati, Ohio
May 8, 2000
9
PART I - FINANCIAL INFORMATION
(Continued)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Net sales revenue from continuing operations for the three months ended
March 31, 2000, increased $438,646 or 21.1% over the corresponding period in
1999. Cost of sales increased $444,646 or 21.4% during the three months ended
March 31, 2000 compared to the corresponding period in 1999. These changes
are due primarily to increased sales in the Company's Rubber and Foam and
Bowling Pin segments.
General and administrative expenses decreased $122,456 or 22.6% in the
three months ended March 31, 2000, as compared to the corresponding period
in 1999. These decreases are primarily due to decreased costs involved in
the Company's plastics operations, computer conversion costs incurred in
1999 not incurred in 2000 and decreased salaries.
Interest expense increased $15,883 for the three months ended March 31, 2000.
This increase is due to increased borrowings under the Company's line of
credit agreement.
Gains on the sale of property and equipment were $87,484 for the three months
ended March 31, 2000, as compared to $112,332 for the corresponding period
in 1999. Gains in 2000 were the result of sales of timber and equipment from
the Company's rubber plant in Clarksville, Tennessee. Gains in 1999 were the
result of sales of timber.
The Company has a 50% interest in a joint venture, Vulcan Brunswick Bowling
Pin Company (VBBPC) which manufactures bowling pins in Antigo, Wisconsin for
Brunswick and the Company. The Company's investment in VBBPC is included in
other assets at March 31, 2000.
Summarized income statement information for VBBPC consists of the following:
Three Months ended
March 31,
2000 1999
Net sales $2,145,088 2,086,352
Costs and expenses 1,908,890 1,896,684
--------- ---------
Net income $ 236,198 189,668
========= =========
Company's 50% equity in net income $ 118,099 94,834
========= =========
10
PART I - FINANCIAL INFORMATION
(Continued)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash requirements during the first quarter of 2000 were funded
in part through earnings and noncash charges such as depreciation and
amortization and from the sale of timber and equipment. The cash from these
transactions was primarily used in operations. The Company expects to
continue, when necessary, to use short-term borrowings to meet cash
requirements not fully provided by earnings, depreciation and amortization.
During the three months ended March 31, 2000, 11,481 shares of treasury stock
were acquired for $363,795 and 15,000 shares were sold to a director of the
Company for $466,875. There were approximately $33,000 of commitments for
capital expenditures as of March 31, 2000.
Item 3. Quantitative and Qualitative Disclosures about Market Risks.
There have been no significant changes in the Company's market risk,
primarily associated with marketable securities, since December 31, 1999.
11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Registrant has been advised that it is a potentially responsible party,
together with 18 other parties, with regard to the Resolve, Inc. Superfund
Site, located in North Dartmouth, Massachusetts, with potential joint and
several liability of $5.7 million. The Resolve site was a waste chemical
reclamation facility. The environmental problem at the site involves soil
contamination including, particularly, PCB contaminants. The Registrant is
contesting all liability. The Company's liability, if any, cannot be
estimated at this time. It is the understanding of Registrant that clean-
up at the site will involve treatment of contaminated soil and ground water.
There may be other potential clean-up liability at other sites of which the
Registrant has no specific knowledge.
The Registrant and its subsidiaries are party to other matters and claims
which are normal in the course of operations. While the results of
litigation and claims cannot be predicted with certainty, based on advice of
counsel, the Registrant believes that the final outcome of such matters will
not have a materially adverse effect on its consolidated financial condition.
Item 6. Exhibits and Reports on Form 8-K.
a. Exhibits
Exhibit SB 601 Page
No. Ref. No. Description No.
27 601(b)(27) Financial Data Schedule for
the Three Months Ended
March 31, 2000 14
b. The Company was not required to file Form 8-K for the quarter
ended March 31, 2000.
12
PART II - OTHER INFORMATION
(Continued)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VULCAN INTERNATIONAL CORPORATION
By: /s/ Benjamin Gettler
----------------------------------
Date May 12, 2000 Benjamin Gettler
Chairman of the Board, President
and Chief Executive Officer
By: /s/ Vernon E. Bachman
-----------------------------------
Date May 12, 2000 Vernon E. Bachman
Vice President, Secretary-Treasurer
and Principal Accounting Officer
13