UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 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)
Registrant's telephone number, including area code (302) 427-5804
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common stock-no par value American Stock Exchange
Securities registered pursuant to 12(g) of the Act:
NONE
(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
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of the registrant's knowledge,
in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]
As of January 31, 2003, 1,004,707 common shares were outstanding, and the
aggregate market value of the common shares (based upon the closing price of
these shares on the American Stock Exchange) of Vulcan International
Corporation held by nonaffiliates was approximately $36,671,806.
DOCUMENTS INCORPORATED BY REFERENCE
Documents Incorporated by Reference Applicable Part of Form 10-K
----------------------------------- ----------------------------
Annual Report to Shareholders for the
Year Ended December 31, 2002 Part I and II
Proxy Statement Dated April 4, 2003 Furnished
to Shareholders in Connection with Registrant's
Annual Meeting of Shareholders Part I and III
Articles of Incorporation and By-laws
filed on Form 8, file number 1-10219,
filed during 1992 Part IV
PART I
Item 1. Business.
(a) General Development of Business-
Vulcan International Corporation ("Vulcan", the "Company" or the "Registant")
is a Delaware holding company which is the owner of 100% of the common stock
of Vulcan Corporation, a manufacturer of the products described below.
(b) Financial Information About Industry Segments-
The sales, operating profit and identifiable assets attributable to each of
the Registrant's industry segments for the three years ended December 31,
2002, are set forth in Note 11 of the Notes to Consolidated Financial
Statements included under Part IV, Item 14(a)1 of this Form 10-K.
(c) Narrative Description of Business-
RUBBER AND PLASTICS:
RUBBER AND FOAM PRODUCTS-
Vulcan manufactures rubber and foam products in a 272,000 sq. ft. building
located in Clarksville, Tennessee. Approximately 57% of sales of those
products in 2002 were for use by shoe manufacturers in the United States.
The Company is concentrating on the manufacture of rubber sheet stock and
custom-mix materials for those manufacturers. The majority of the non-
footwear sales of products manufactured in Clarksville were for use as
sports flooring and automobile mats. The Rubber Division also manufactures
foam products for sale to manufacturers for diverse uses.
PLASTICS-
Vulcan sold its plastics manufacturing assets in August 1999. Vulcan had
produced plastic products and shoe lasts in Walnut Ridge, Arkansas. A shoe
last is the form over which non-rubber shoes are manufactured and which
determines the shoe style, fit and shape.
BOWLING PINS-
In 1990, the Company entered into an agreement with Brunswick Bowling and
Billiards Corporation by the terms of which Vulcan and Brunswick formed a
joint venture for the manufacture of bowling pins using Vulcan's Surlyn
coating process. The Joint Venture, which is equally owned by Brunswick and
Vulcan Bowling Pin Company, a wholly owned subsidiary of Vulcan, is located
at the site of the Company's former Antigo, Wisconsin, bowling pin
manufacturing facility. This manufacturing Joint Venture is named the
Vulcan-Brunswick Bowling Pin Company. The Company accounts for its
investment in the Joint Venture under the equity method of accounting.
-1-
PART I
(Continued)
Item 1. Business. (Continued)
Vulcan Bowling Pin Company sells and services its bowling pins through its
own sales force as well as manufacturers' representatives in the United
States and through distributors in foreign countries under the name of Vultex
II and Vultuf, as well as various private label names.
Raw materials used in shoe products and bowling products consist of the
following: hard maple, which is commercially available from countless
sawmills; Surlyn is available from Dupont; high density polyethylene plastic
resin is available from Phillips, Quantum, Gulf, A. Schulman, Inc. and
numerous other producers; nylon is available from Allied; synthetic rubbers
are available from Ameripol Synpol, Goodyear, Polysar, Goldsmith & Eggleston,
Inc. and a number of other concerns; fillers for rubber products such as clay
are available from W.R. Grace & Co., J.M. Huber and others; and pigments are
available from Uniroyal Chemical, Akrochem Corp., Monsanto and others.
Vulcan's products are sold through its own sales force, manufacturers' agents
and distributors.
REAL ESTATE-
Vulcan has a majority interest in the upper seven floors of the ten-story
Cincinnati Club Building in downtown Cincinnati, Ohio. These floors contain
approximately 56,000 square feet of finished office space and approximately
32,000 square feet of unfinished and common area space. Vulcan occupies a
substantial portion of the tenth floor of the building and manages the seven
floors of office space. The first three floors consist of public rooms owned
by a company which uses the space for public functions and a catering
service. There is direct access into the building from an eight-story
parking garage immediately adjacent to the Cincinnati Club Building owned
and operated by the City of Cincinnati. Vulcan Corporation also owns
undeveloped lands in Michigan from which it sells timber.
Patents, trademarks, licenses, franchises and concessions are not material
factors in the business. Vulcan Bowling Pin Company owns an American Bowling
Congress permit to label its Surlyn plastic-coated bowling pins as "ABC
approved".
No major expenditures for pollution controls are anticipated in 2003.
Expenditures thereafter should not be in excess of 5% of normal capital
expenditures in any one year. This rate of expenditure should not have a
significant effect on either the earnings or the competitive position of the
Registrant or any of its subsidiaries. See Item 3 - Legal Proceedings.
-2-
PART I
(Continued)
Item 1. Business. (Continued)
The Company has commitments for capital expenditures of approximately
$47,000 at December 31, 2002.
The Company had 67 employees at December 31, 2002.
(d) Financial Information About Foreign and Domestic Operations and Export
Sales
The Registrant's entire operations are within the United States. Export
sales of all products are handled by ACI International, Inc., a domestic
international sales corporation (DISC) which during 2002, had sales of
$203,000; net income of $24,000; and assets of $1,082,000.
Item 2. Properties.
The following schedule summarizes certain information regarding buildings
owned or leased by the Registrant:
Type of Square
Location Ownership Footage
Clarksville, Tennessee Owned 272,000 Administrative offices and
manufacturing of rubber
soling and other rubber
products.
Cincinnati, Ohio Owned 88,000 Corporate offices and
leasing of office space.
The age of the buildings ranges from approximately 38 to 77 years. The
structures are of steel, brick and concrete construction and are generally
in good condition. The plant is sprinklered. Excellent transportation
facilities are available for the factory and it is located on a rail siding.
Item 3. Legal Proceedings.
On March 1, 1990 the United States of America filed a Complaint against
the Company and others in the United States District Court for the
District of Massachusetts claiming that the Company was a potentially
responsible party with respect to the Re-Solve Superfund Site in North
Dartmouth, Massachusetts seeking to recover response costs incurred and
to be incurred in the future in connection with this Site.
-3-
PART I
(Continued)
Although the Company had engaged counsel to represent it in that action,
the Company was first informed on March 28, 2001 that the Court had
entered, pursuant to prior rulings, an unopposed "Final Judgment" against
the Company on September 22, 1999. The "Final Judgment" awarded damages
against the Company in favor of the United States in the amount of
$3,465,438, plus interest, for unreimbursed response costs, plus any
additional past unreimbursed response costs, interest and certain future
costs the United States incurs at the Site. The United States filed a
notice of lien in certain jurisdictions on real property of the Company
and its subsidiary Vulcan Corporation in the dollar amount of the judgment,
plus interest.
In 1999, the Company recorded an estimated liability of $3,495,000, net of
$1,800,000 tax, for the judgment, accrued interest for past costs and a
discounted present value for estimated future costs in connection with
the site. This estimated liability was calculated based on the "Final
Judgment" and using other information provided by the U.S. EPA. The
Company expensed $91,000, $151,000 and $140,000 after tax, for the years
ended December 31, 2002, 2001 and 2000, respectively for accrued interest
and amortization of estimated future costs related to this matter.
On March 10, 2003 the U.S. Department of Justice announced a tentative
settlement of this matter for $3,800,000 plus interest from November
2002. This proposed settlement is subject to various approvals
concerning which no prediction can be made.
The Company is presently continuing an investigation into this matter
and intends to vigorously pursue all available legal remedies to set aside
all orders and liens relating to the asserted liability and to defend
itself against the underlying allegations. Counsel for the Company is
also vigorously pursuing settlement negotiations with Counsel for the
United States. To the extent that the Company is able to settle this
liability, or obtain judicial relief, for an amount less than it has
accrued, the difference will be recorded as income in the year the
obligation is settled.
There may be other potential clean-up liability at other sites of which
the Company has no specific knowledge.
-4-
PART I
(Continued)
The Company has an interest in a partnership which owns certain real
estate. On August 13, 1999 a Complaint for money damages, in excess
of $25,000, based upon breach of fiduciary duty was filed by the other
partner in the Court of Common Pleas in Hamilton County, Ohio.
Essentially, the plaintiff is seeking an adjustment of the capital
account balances which would result in a higher distribution of cash
flow. On March 27, 2001, the plaintiff threatened to file an Amended
Complaint that alleges damages of $1,062,000 and costs, plus punitive
damages of $2,000,000 on various grounds. The Company believes that
the suit is without merit and has been defending itself vigorously
against the issues raised.
The Company appealed a real estate tax assessment from 1999 that had increased
the annual real estate tax by approximately $96,000. The local school board
has appealed the revision and reduced its initial appraised value of the
property. During 2001, the Company received a $96,000 refund of the additional
tax paid in 1999. The Company has recorded a liability of approximately
$123,000 related to this issue based on the revised value asserted by the local
school board. If the Company is successful, this liability will be recognized
as income when the final valuation is determined.
The Company and its subsidiaries may be involved in other litigation matters
and claims during the year that are normal in the course of operations.
Management believes that the resolution of any such matters would not have
a material impact on the Company's business or financial condition.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of the year
ended December 31, 2002, that require disclosure under this item.
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
The common stock of Vulcan International Corporation is listed and traded on
the American Stock Exchange. There were approximately 304 shareholders of
record as of December 31, 2002. The high and low sales price and the
dividends paid for each quarterly period within the two most recent years
were as follows:
-5-
PART I
(Continued)
2002 2001
QUARTER HIGH LOW DIVIDEND HIGH LOW DIVIDEND
------- ---- --- -------- ---- --- --------
First 44.00 39.25 $.20 42.75 34.25 $.20
Second 42.75 41.00 $.20 40.50 38.00 $.20
Third 42.00 36.75 $.20 40.00 38.75 $.20
Fourth 35.30 34.30 $.20 40.25 37.24 $.20
Item 6. Selected Financial Data.
The information required by this item is set forth below:
2002 2001 2000 1999(1) 1998
------ ------ ------ ------- ------
Net revenues -
continuing
operations $11,304,808 10,660,422 11,246,242 10,919,627 10,582,060
Income (loss)from
continuing
operations before
taxes 2,595,781 3,615,612 1,874,729 (2,718,674) 1,664,416
Income tax
(benefit) 348,554 719,414 113,165 (1,317,658) 279,537
Net income (loss)
from continuing
operations 2,247,227 2,896,198 1,761,564 (1,401,016) 1,384,879
Income (loss) from
disposed operations,
net of tax - - - (63,056) 69,637
Gain on sale of
disposed operations,
net of tax - - - 988,845 -
---------- ---------- ---------- ---------- ----------
Net income (loss) 2,247,227 2,896,198 1,761,564) (475,227) 1,454,516
========== ========== ========== ========== ==========
-6-
PART I
(Continued)
2002 2001 2000 1999(1) 1998
------ ------ ------ ------ ------
Income (loss) per
common share:
Continuing
operations 2.07 2.59 1.59 (1.25) 1.17
Discontinued
operations - - - (0.06) 0.06
Gain on disposal
of discontinued
operations - - - 0.88 -
---- ---- ---- ---- ----
Net income (loss) 2.07 2.59 1.59 (0.43) 1.23
==== ==== ==== ==== ====
Property, plant
and equipment (net) 2,102,781 2,117,476 2,369,216 2,618,649 2,798,825
Depreciation 395,258 381,079 447,401 488,591 513,045
Current assets 34,104,485 44,333,695 55,493,494 53,278,872 53,506,019
Ratio current
assets to current
liabilities 2.16 to 1 2.60 to 1 2.54 to 1 2.48 to 1 2.99 to 1
Total assets 69,615,705 89,097,487 111,143,958 89,536,796 95,011,738
Long-term debt - - - - -
Accumulated other
comprehensive
income 34,013,394 46,599,325 60,846,586 47,852,421 52,506,224
Total share-
holders' equity 44,160,910 59,220,189 72,959,140 58,137,015 65,295,924
Dividends per
common share .80 .80 .80 .80 .80
Book value per
common share 44.04 53.75 64.03 52.54 57.46
(1) Results are reported as restated for the effect of an environmental
liability. The effect was to reduce 1999 income from continuing
operations before tax $4,715,458 and net income $2,980,947 net of
tax of $1,734,511.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The information required by this item is incorporated by reference to the
2002 Annual Report to Shareholders.
-7-
PART II
(Continued)
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The Company's market risk primarily is represented by the risk of changes in
the value of marketable equity securities caused by fluctuations in equity
prices. Marketable securities, at December 31, 2002, are recorded at a fair
value of approximately $57,854,000, including net unrealized gains of
$51,535,000. Marketable securities have exposure to price risk. The
Company's available for sale marketable securities, at fair value, are
invested as follows; 76% in two financial institutions, 23% in twelve
communication and utility companies and 1% in other industries. The
estimated potential loss in fair value resulting from a hypothetical 10%
decrease in prices quoted by the stock exchange is $5,785,400.
Item 8. Financial Statements and Supplementary Data.
The consolidated financial statements required by this item are included
under Part IV, Item 14(a)1 of this Form 10-K.
Other information required by this item is set forth below:
2002
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
------- ------- ------- ------- -----
Total revenues $2,938,337 2,788,179 2,870,541 2,707,751 11,304,808
Gross profit
(loss) 226,782 193,380 142,587 (116,509) 446,240
Net income 641,303 434,633 412,802 758,489 2,247,227
Net income per
share 0.58 0.40 0.38 0.71 2.07
2001
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
------- ------- ------- ------- -----
Total revenues $2,726,171 2,740,765 2,411,550 2,781,936 10,660,422
Gross profit
(loss) (62,787) 237,548 44,538 197,435 416,734
Net income 699,137 1,021,566 274,589 900,906 2,896,198
Net income per
share 0.62 0.90 0.25 0.82 2.59
-8-
PART II
(Continued)
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.
(a) Identification of Directors-
The information required by this item is incorporated herein by reference to
the Registrant's Proxy Statement dated April 4, 2003, in connection with its
Annual Meeting to be held May 8, 2003.
(b) Identification of Executive Officers-
NAME AGE POSITION AND TIME IN OFFICE
Benjamin Gettler 77 President since November 1988;
Chairman of The Board since
June 1990; Director since 1960.
Vernon E. Bachman 65 Vice President and Treasurer
since November 1991; Secretary
since 1973.
There are no family relationships among the officers listed and there are no
arrangements or understandings pursuant to which any of them were elected as
officers.
The officers are elected annually and serve at the pleasure of the Board of
Directors. There have been no events under any bankruptcy act, no criminal
proceedings and no judgments or injunctions material to the evaluation of the
ability and integrity of any director or executive officer during the past
five years.
Item 11. Executive Compensation.
The information required by this Item is incorporated herein by reference to
the Registrant's proxy statement dated April 4, 2003, in connection with its
annual meeting to be held May 8, 2003.
-9-
PART III
(Continued)
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Any person after acquiring directly or indirectly the beneficial ownership of
more than 5 percent of the Registrant's common stock is required to send to
the Registrant at its principal executive office, by registered or certified
mail, and to each exchange where the stock is traded and filed with the SEC,
a statement containing information required by Schedule 13D or 13G, as
appropriate. If any material change occurs in the facts set forth in the
statement filed, the shareholder is required to file an appropriate
amendment with each party with whom the original schedules were filed.
Other information required by this item is incorporated herein by reference
to the Registrant's proxy statement dated April 4, 2003, in connection with
its annual meeting to be held May 8, 2003.
Item 13. Certain Relationships and Related Transactions.
There were no significant items to report under this caption other than
those reported in the Registrant's Proxy Statement dated April 4, 2003,
in connection with its Annual Meeting to be held May 8, 2003, which is
incorporated herein by reference.
Item 14. Controls and Procedures
The Chief Executive Officer and the Principal Financial Officer have
reviewed, as of a date within 90 days of this filing, the disclosure
controls and procedures that ensure that information relating to the
Company required to be disclosed by the Company in the reports that it
files or submits under the Securities and Exchange Act of 1934, as
amended, is recorded, processed, summarized and reported in a timely
and proper manner. Based upon this review, the Company believes that
there are adequate controls and procedures in place. There are no
significant changes in the controls or other factors that could
affect the controls after the date of evaluation.
-10-
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) 1. Financial Statements.
The following Consolidated Financial Statements of Vulcan
International Corporation and subsidiaries are included under
this item (see attached shareholders report and proxy
statement):
Page
Independent Auditors' Report. 20
Consolidated Balance Sheets at December 31,
2002, and 2001. 21-22
Consolidated Statements of Income for Each
of the Three Years in the Period Ended
December 31, 2002. 23
Consolidated Statements of Shareholders'
Equity for Each of the Three Years in the
Period Ended December 31, 2002. 24-25
Consolidated Statements of Cash Flows for
Each of the Three Years in the Period
Ended December 31, 2002. 26-27
Notes to the Consolidated Financial
Statements for the Three Years Ended
December 31, 2002. 28-46
2. Financial Statement Schedule.
Independent Auditors' Report on Schedule. 52
Schedule II - Valuation and Qualifying Accounts. 53
All other schedules are omitted because they are not applicable, not
required, or because the required information is included in the
Consolidated Financial Statements or notes thereto.
Separate financial statements of the Registrant or summarized financial
information concerning subsidiaries are not required.
-11-
PART IV
(Continued)
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(Continued)
3. Financial Statements.
The following financial statements of Vulcan International
Corporation's 50% owned Joint Venture, Vulcan-Brunswick
Bowling Pin Company, are included under this item:
Page
Independent Auditors' Report 55
Balance Sheets at December 31, 2002 and 2001 56
Statements of Income for the years ended
December 31, 2002 and 2001 57
Statements of Partners' Capital for the years
ended December 31, 2002 and 2001 58
Statements of Cash Flows for the years ended
December 31, 2002 and 2001 59
Notes to the financial statements for the years
ended December 31, 2002 and 2001 60-64
4. Exhibits.
3. Registrant's Articles of Incorporation and
By-Laws are incorporated herein by reference.
11. Statement regarding computation of per share
earnings is incorporated herein by reference
to Registrant's 2002 Annual Report to
Shareholders 47-48
13. Registrant's 2002 Annual Report to Shareholders
is incorporated herein by reference. 13-46
20. Proxy Statement dated April 4, 2003, is
incorporated herein by reference.
21. Subsidiaries of the Registrant. 51
99.1 Independent Auditors' Report on Schedule 52
99.2 Valuation and Qualifying accounts 53
99.3 Vulcan-Brunswick Bowling Pin Company financial
statements 54-64
99.4 Officer's Certificate pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002. 65
(b) Reports on Form 8-K.
There were no reports on Form 8-K for the three months ended
December 31, 2002.
-12-
VULCAN INTERNATIONAL CORPORATION
EXECUTIVE OFFICERS
BENJAMIN GETTLER VERNON E. BACHMAN
Chairman of the Board Vice President and
and President Secretary-Treasurer
SUBSIDIARY COMPANIES
--------------------
VULCAN CORPORATION
Benjamin Gettler
President
Edward Ritter
Vice President/Operating Manager
Vernon E. Bachman
Vice President/Controller
Connie F. Armstrong
Secretary
VULCAN BOWLING PIN COMPANY VULCAN BLANCHESTER
REALTY CO.
Ricardo DeFelice
Executive Vice President Benjamin Gettler
President
John F. Gabriel
Vice President John F. Gabriel
Vice President
Vernon E. Bachman
Secretary/Treasurer
-13-
TO OUR SHAREHOLDERS:
During the Year 2002, the Company's net income after taxes was
$2,247,227 compared to $2,896,198 in the Year 2001. Operating income
after taxes, however, increased from $955,535 in 2001 to $1,137,241 in
2002. The reduction in 2002 total net income was due to the fact that
there was a net gain on sale of property, equipment and investment in
2001 of $1,940,663 compared to $1,109,986 in 2002. A substantial part
of those 2001 gains was due to the Company's actions in the Year 2001
to carry out a policy of gradually reducing its holdings of non-
dividend-paying securities. Although this policy continued to be
followed in 2002, there was a lesser amount of such gains.
In the Clarksville rubber operation, the number of foam customers
and new foam products developed by our subsidiary, Vulcan Corporation,
continued to increase, as did the volume of its sales of uncured
rubber. Sales of cured rubber products to the shoe industry, however,
continued to decline. This change in product mix was the main reason
for a reduction of 26% in the loss in that operation in 2002. Our
goal continues to be to turn that Company into a profit center.
The Company continues to monitor closely the situation in the
Cincinnati real estate market. It is our opinion that that market is
still in a state of flux and that office building properties offered
for sale have not come down in price commensurate with the continued high
rate of vacancy in the market.
A major concern for the past two years has been the claim of the
United States that the Company is a potentially responsible party with
respect to the Re-Solve, Inc. Super Fund site in North Dartmouth,
Massachusetts. That claim is based on an allegation by the U.S.
Environmental Protection Agency that a manufacturing facility of Vulcan
sent waste solvents to the site in the 1970's. That manufacturing
facility had been closed by Vulcan prior to enactment by the U.S.
Congress in 1980 of the legislation on which the claim is based. As
of September 22, 1999, the amount of the U.S. claim was $3,465,438
plus additional clean-up, response costs and interest from
September 22, 1999 and for an indefinite number of years in the future.
On March 10, 2003, the Company reached a proposed settlement with the
government providing for a payment by the Company of $3.8 million
plus interest from November 1, 2002 to settle all present and future
government claims in the Re-Solve case. That proposed settlement is
subject to publication, public comment and final approval by the
United States District Court for the District of Massachusetts. We
are hopeful that the foregoing will be concluded in 2003 and finally
put this distressing situation to rest. Such conclusion would remove
a major uncertainty which has been clouding the future of the Company.
BENJAMIN GETTLER
Chairman of the Board
and President
-14-
DESCRIPTION OF BUSINESS
Vulcan International Corporation is a Delaware holding company which is the
owner of 100% of the common stock of Vulcan Corporation and 100% of the
common stock of Vulcan Bowling Pin Company as well as Vulcan Blanchester
Realty Co. Descriptions of each company's operations are set forth below.
RUBBER AND FOAM PRODUCTS
Vulcan manufactures rubber and foam products in a 272,000 sq. ft. building
located in Clarksville, Tennessee. Over 50% of sales of products
manufactured in Clarksville in 2002 were for use by shoe manufacturers in
the United States. The majority of such sales were non-cured custom-mixed
materials for use in military footwear. Non-footwear products manufactured
in Clarksville were primarily for use by various prime manufacturers,
including sports flooring, novelty items, recreational land and water
vehicles and foam and custom-mix rubber for various non-footwear
manufacturers.
BOWLING PINS
Vulcan Bowing Pin Company is a 50% owner of a Joint Venture with Brunswick
Bowling and Billiards Corporation which manufactures bowling pins in Antigo,
Wisconsin. The pins are manufactured from hard maple and coated with Surlyn.
Vulcan sells pins in the United States and worldwide under the name of Vultex
II and Vultuf, as well as various private label names.
REAL ESTATE OPERATIONS
The Company's wholly owned subsidiary, Vulcan Blanchester Realty Company
owns a majority interest in the upper seven floors of the ten-story
Cincinnati Club Building in downtown Cincinnati, Ohio, and manages that
space. These floors contain approximately 56,000 square feet of finished
office space and approximately 32,000 square feet of unfinished and common
area space. Vulcan occupies a substantial portion of the tenth floor of the
building. The first three floors consist of public rooms owned by a company
which uses the space for public functions and a catering service. There is
direct access into the building from an eight-story parking garage
immediately adjacent to the Cincinnati Club Building owned and operated by
the City of Cincinnati. A picture of the building appears below. In
addition, the Company owns approximately 14,000 acres of undeveloped land
in the Upper Peninsula of Michigan. Timber is harvested from that land and
sold both in domestic and foreign markets.
-15-
MANAGEMENT ANALYSIS OF RECENT YEARS
2002 COMPARED TO 2001
---------------------
Sales of the Rubber Division increased from $6,129,434 in 2001 to $6,522,678
in 2002. The decrease in sales in cured rubber shoe products and flooring
was offset by a greater increase in the custom mix sales. The operating
loss (before taxes) decreased from $892,131 in 2001 to $657,039 in 2002.
The decrease in the operating loss was primarily a result of a change in
the product mix and the increase in sales volume.
Sales of the Bowling Pin Division increased from $1,783,318 in 2001 to
$1,995,694 in 2002. The operating profit of the division increased from
$140,009 in 2001 to $347,330 in 2002. The increased production of the
Joint Venture, which manufactures bowling pins, resulted in higher profits
for the year and was largely responsible for the increase in operating
profit.
Operating profit (before taxes) in the real estate operations decreased from
$516,824 in 2001 to $324,794 in 2002. The profits for 2001 included a credit
adjustment of real estate tax expense. The amount of real estate taxes for
the years 1999, 2000 and 2001 is currently being appealed by the Cincinnati
School Board which is seeing an increase in the amount of real estate taxes
reflected in the financial statements of the Company.
Net gains on the disposal of assets were $849,092 in 2002 compared to
$2,011,978 in 2001. In both years gains were mainly from the sale of
marketable securities. Dividends and interest (before tax) were $2,298,876
in 2002 compared to $2,287,609 in 2001.
2001 COMPARED TO 2000
---------------------
Sales of the Rubber Division decreased from $6,844,877 in 2000 to $6,129,434
in 2001. The decreased sales in low margin custom mix and flooring sales was
offset by the increase in foam product sales. As a result the operating
loss (before taxes) decreased from $1,292,120 in 2000 to $892,131 in 2001.
Sales of the Bowling Pin Division increased from $1,716,428 in 2000 to
$1,783,318 in 2001. The operating profit of the division decreased from
$286,521 in 2000 to $140,009 in 2001. The decreased production of the
Joint Venture, which manufactures bowling pins, resulted in lower profit
for the year and was largely responsible for the decreased operating profit.
Operating profit (before taxes) in the real estate operations increased from
$287,927 in 2000 to $516,824 in 2001. The increase in profit reflects an
adjustment of the liability recorded in 2000 and 1999 for real estate
taxes based on management's judgment as to the limits of such liability based
on an appraisal filed by the Cincinnati School Board which has been
seeking an increase in the real estate taxes paid by the Company.
-16-
MANAGEMENT ANALYSIS OF RECENT YEARS
(Continued)
Net gains on the disposal of assets were $2,011,978 in 2001 compared to
$607,284 in 2000. In both years the gains were mainly from the sale of
marketable securities and net gains from call option contracts. Dividends
and interest (before tax) were $2,287,609 in 2001 compared to $2,180,839
in 2000.
2000 COMPARED TO 1999
---------------------
Sales in the Rubber Division decreased from $6,880,103 in 1999 to $6,844,877
in 2000. The increased sales in custom mix which is a low margin item and
foam products was offset by the decrease in flooring sales. As a result, the
operating loss (before taxes) increased from $1,179,291 in 1999 to $1,292,120
in 2000.
Sales of the Bowling Pin Division increased from $1,686,027 in 1999 to
$1,716,428 in 2000. The operating profit of the division decreased from
$733,963 in 1999 to $286,521 in 2000 due to an increase in the production
cost of bowling pins. In 1999 cash distributions in excess of basis was
included in the division operating profit in the amount of $410,123.
Operating profit (before taxes) in the real estate operations decreased from
$321,011 in 1999 to $287,927 in 2000 due to a reduction in income from timber
harvesting.
Net gains on the disposal of equipment and investments were $607,284 in 2000
compared to $89,429 in 1999. The gains were mainly from the sale of
marketable securities as the result of a decision to reduce gradually the
Company's holdings of non-dividend paying securities. Dividends and interest
(before tax) were $2,180,839 compared to $1,907,509 in 1999.
-17-
FINANCIAL POSITION, LIQUIDITY AND CAPITAL COMMITMENTS
The Company's cash requirements in 2002 were funded by its cash flow and
short term borrowing. The working capital decreased $8,958,279 during
the current year. The decreased working capital was mainly a result of
the decreased value of marketable securities. Capital expenditures were
$404,602 compared to total depreciation and amortization of $398,576.
COMMON STOCK PRICES
2002 2001
--------------------------------------------------------
QUARTER HIGH LOW DIVIDEND HIGH LOW DIVIDEND
------- ---- --- -------- ---- --- --------
First 44.00 39.25 .20 42.75 34.25 .20
Second 42.75 41.00 .20 40.50 38.00 .20
Third 42.00 36.75 .20 40.00 38.75 .20
Fourth 35.30 34.30 .20 40.25 37.24 .20
The common stock of Vulcan International Corporation is listed on the
American Stock Exchange. The high and low sale prices and the dividends
paid for each quarterly period within the two most recent years are as
shown.
The Company reached a proposed settlement with the government providing for
a payment of $3.8 million plus interest from November 1, 2002 to settle all
government claims in the Re-Solve cased discussed in Note 8 to the financial
statements. The proposed settlement is subject to publication, public
comment and final approval by the United States District Court for the
District of Massachusetts. If the proposed settlement is accepted, the
Company would be required to pay the settlement amount within thirty days
of approval by the Court. The Company expects to fund this liability and
other cash needs in 2003 by accessing its existing line of credit, the
possible sale of securities and from its anticipated operating cash flow.
FORM 10-K
A copy of the 2002 Vulcan International Corporation 10-K report filed with
the Securities and Exchange Commission will be furnished without charge upon
request by a shareholder or beneficial owner as of the record date,
March 14, 2003, of securities entitled to vote at the annual meeting of
shareholders. Requests should be addressed to:
Vernon E. Bachman
Vice President
Secretary/Treasurer
Vulcan International Corporation
30 Garfield Place
Cincinnati, OH 45202
-18-
EXHIBIT 13
VULCAN INTERNATIONAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2002
J.D. CLOUD & CO. L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS
CINCINNATI, OHIO
-19-
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Vulcan International Corporation
Wilmington, Delaware
We have audited the accompanying consolidated balance sheets of Vulcan
International Corporation (a Delaware Corporation) and subsidiaries as of
December 31, 2002 and 2001, and the related consolidated statements of
income, shareholders' equity and cash flows for each of the three years in
the period ended December 31, 2002. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with U.S. generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Vulcan
International Corporation and subsidiaries at December 31, 2002 and 2001, and
the results of their operations and their cash flows for each of the three
years in the period ended December 31, 2002, in conformity with U.S.
generally accepted accounting principles.
/s/ J.D. CLOUD & CO. L.L.P.
-------------------------------
Certified Public Accountants
Cincinnati, Ohio
February 11, 2003
-20-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
At December 31, 2002 and 2001
-ASSETS- 2002 2001
CURRENT ASSETS:
Cash $ 1,682,049 2,493,733
Marketable securities 30,237,923 39,981,369
Accounts receivable (less-allowance
for doubtful accounts-$127,400
in 2002; $91,400 in 2001) 1,437,170 1,428,693
Inventories 702,518 356,290
Prepaid expense 44,825 14,384
Refundable federal income tax - 59,226
---------- ----------
TOTAL CURRENT ASSETS 34,104,485 44,333,695
---------- ----------
PROPERTY, PLANT AND EQUIPMENT:
Land 84,272 88,581
Timberlands and timber cutting rights 700,393 700,393
Buildings and improvements 4,233,376 4,225,627
Machinery and equipment 6,661,937 6,674,350
---------- ----------
Total 11,679,978 11,688,951
Less-Accumulated depreciation
and depletion 9,577,197 9,571,475
---------- ----------
PROPERTY, PLANT AND EQUIPMENT-NET 2,102,781 2,117,476
---------- ----------
MODELS AND PATTERNS-at nominal value 1 1
---------- ----------
INVESTMENT IN JOINT VENTURE 20,805 69,010
---------- ----------
DEFERRED CHARGES AND OTHER ASSETS:
Marketable securities 27,615,871 37,040,858
Note receivable 90,744 220,248
Other 5,681,018 5,316,199
---------- ----------
TOTAL DEFERRED CHARGES AND
OTHER ASSETS 33,387,633 42,577,305
----------- ----------
TOTAL ASSETS $69,615,705 89,097,487
========== ==========
-21-
-LIABILITIES AND SHAREHOLDERS' EQUITY- 2002 2001
CURRENT LIABILITIES:
Notes payable - bank $ 1,861,711 -
Accounts payable-
Trade 711,971 872,717
Other 30,739 4,696
Accrued salaries, wages and commissions 197,473 120,261
Accrued other expenses 5,826,407 5,554,500
Deferred income tax 7,133,396 10,480,454
---------- ----------
TOTAL CURRENT LIABILITIES 15,761,697 17,032,628
---------- ----------
OTHER LIABILITIES:
Deferred income tax 9,641,263 12,791,949
Other 34,531 37,470
---------- ----------
TOTAL OTHER LIABILITIES 9,675,794 12,829,419
---------- ----------
COMMITMENTS AND CONTINGENCIES (Notes 8) - -
MINORITY INTEREST IN PARTNERSHIP 17,304 15,251
---------- ----------
SHAREHOLDERS' EQUITY:
Common stock-no par value;
Authorized 2,000,000 shares; issued
1,999,512 shares 249,939 249,939
Additional paid-in capital 8,205,825 8,191,065
Retained earnings 27,952,115 26,562,597
Accumulated other comprehensive income 34,013,394 46,599,325
---------- ----------
70,421,273 81,602,926
Less-Common stock in treasury-at cost,
996,805 shares in 2002;
897,793 shares in 2001 26,260,363 22,382,737
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 44,160,910 59,220,189
---------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $69,615,705 89,097,487
=========== ==========
The accompanying notes to consolidated financial statements are an integral
part of these statements.
-22-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Three years ended December 31, 2002
2002 2001 2000
REVENUES:
Net sales $ 9,005,932 8,372,813 9,065,403
Dividends and interest 2,298,876 2,287,609 2,180,839
---------- ---------- ----------
TOTAL REVENUES 11,304,808 10,660,422 11,246,242
---------- ---------- ----------
COST AND EXPENSES:
Cost of sales 8,559,692 7,956,079 9,290,074
General and administrative 1,481,493 1,053,077 1,127,114
Environmental remediation costs 141,888 297,374 21,196
Interest expense 157,846 255,298 362,323
---------- ---------- ----------
TOTAL COST AND EXPENSES 10,340,919 9,561,828 10,800,707
---------- ---------- ----------
EQUITY IN JOINT VENTURE INCOME
AND MINORITY INTEREST, NET 349,743 94,295 488,391
---------- ---------- ----------
INCOME BEFORE GAIN ON
DISPOSAL OF ASSETS 1,313,632 1,192,889 933,926
NET GAIN ON SALE OF PROPERTY,
EQUIPMENT AND INVESTMENTS 1,282,149 2,422,723 940,803
---------- ---------- ----------
INCOME BEFORE INCOME TAXES 2,595,781 3,615,612 1,874,729
INCOME TAX PROVISION 348,554 719,414 113,165
---------- ---------- ----------
NET INCOME 2,247,227 2,896,198 1,761,564
========== ========== ==========
Net Income Per Common Share
Outstanding $ 2.07 2.59 1.59
========== ========== ==========
The accompanying notes to consolidated financial statements are an integral
part of these statements.
-23-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Three years ended December 31, 2002
Accumulated
Additional Other
Common Paid-In Retained Comprehensive
Stock Capital Earnings Income
------ ---------- -------- -------------
Balance at January 1, 2000 $249,939 6,146,698 23,694,388 47,852,421
Add - Net income for the
year 1,761,564
Net unrealized gain
on available-for-
sale securities (net
of taxes of $6,864,059) 13,324,327
Sale of treasury shares 1,598,404
Deduct-Dividends declared
$.80 per share 890,577
Reclassification
adjustment for gains
included in net income
(net of tax of $170,084) 330,162
Purchase of treasury
shares
------- --------- ---------- ----------
Balance at December 31, 2000 249,939 7,745,102 24,565,375 60,846,586
Add-Net income for the year 2,896,198
Net unrealized loss on
available-for-sale
securities (net of tax
benefit of $6,832,881) (13,261,183)
Sale of treasury shares 445,963
Deduct-Dividends declared
$.80 per share 898,976
Reclassification
adjustment for gains
included in net income
(net of tax of
$507,980) 986,078
Purchase of treasury
shares
------- --------- ---------- ----------
Balance at December 31, 2001 249,939 8,191,065 26,562,597 46,599,325
Add-Net income for the year 2,247,227
Net unrealized loss on
available-for-sale
securities (net of tax
benefit of $6,330,632) (12,288,874)
Sale of treasury shares 14,760
Deduct-Dividends declared
$.80 per share 857,709
Reclassification adjustment
for gains included in net
income (net of tax of
$153,029) 297,057
Purchase of treasury
shares
------- --------- ---------- ----------
Balance at December 31, 2002 $249,939 8,205,825 27,952,115 34,013,394
======= ========= ========== ==========
-24-
Common
Treasury Shares Total
Comprehensive ------------------- Shareholders'
Income (Loss) Shares Amount Equity
-------------- -------------------- ------------
Balance at January 1, 2000 892,907 19,806,431 58,137,015
Add-Net income for the year 1,761,564 1,761,564
Net unrealized gain on
available-for-sale
securities (net of
taxes of $6,864,059) 13,324,327 13,324,327
Sale of treasury shares (65,000) (418,471) 2,016,875
Deduct-Dividends declared
$.80 per share 890,577
Reclassification
adjustment for gains
included in net income
(net of tax of
$170,084) 330,162 330,162
Purchase of treasury
shares 32,081 1,059,902 1,059,902
---------- ------- ---------- ----------
Balance at December 31, 2000 14,755,729 859,988 20,447,862 72,959,140
==========
Add-Net income for the year 2,896,198 2,896,198
Net unrealized loss on
available-for-sale
securities (net of
tax benefit of
$6,832,881) (13,261,183) (13,261,183)
Sale of treasury shares (16,500) (169,006) 614,969
Deduct-Dividends declared
$.80 per share 898,976
Reclassification
adjustment for gains
included in net
income (net of tax
of $507,980) 986,078 986,078
Purchase of treasury
shares 54,305 2,103,881 2,103,881
---------- ------- ---------- ----------
Balance at December 31, 2001 (11,351,063) 897,793 22,382,737 59,220,189
==========
Add-Net income for the year 2,247,227 2,247,227
Net unrealized loss on
available-for-sale
securities (net of
tax benefit of
$6,330,632) (12,288,874) (12,288,874)
Sale of treasury shares (500) (5,125) 19,885
Deduct-Dividends declared
$.80 per share 857,709
Reclassification
adjustment for gains
included in net income
(net of tax of $153,029) 297,057 297,057
Purchase of treasury
shares 99,512 3,882,751 3,882,751
---------- ------- ---------- ----------
Balance at December 31, 2002 (10,338,704) 996,805 26,260,363 44,160,910
========== ======= ========== ==========
The accompanying notes to consolidated financial statements are an integral
part of these statements.
-25-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three years ended December 31, 2002
2002 2001 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers $ 8,947,139 8,450,305 8,774,935
Cash paid to suppliers and employees (10,352,525) (8,621,019)(10,545,516)
Dividends and interest received 2,298,876 2,287,609 2,180,839
Interest paid (15,298) (55,184) (169,144)
Income taxes paid (264,161) (486,083) (104,775)
---------- ---------- -----------
NET CASH FLOWS FROM
OPERATING ACTIVITIES 614,031 1,575,628 136,339
---------- ---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and
equipment 538,383 513,245 335,173
Proceeds from sale of marketable
securities 767,548 1,896,981 811,106
Purchase of marketable securities - (152) (69,838)
Purchase of property, plant and
equipment (404,602) (139,259) (224,878)
Cash distribution from joint venture 400,000 100,000 418,000
Collection on notes receivable 131,820 114,279 107,725
---------- ---------- ----------
NET CASH FLOWS FROM
INVESTING ACTIVITIES 1,433,149 2,485,094 1,377,288
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under credit agreements 1,861,711 565,000 1,085,000
Principal payments under credit
agreements - (2,265,000) (1,195,000)
Proceeds from sale of treasury shares 19,885 2,127,220 466,875
Purchase of common shares (3,882,751) (2,103,882) (1,059,902)
Cash dividends paid (857,709) (898,976) (890,577)
---------- ---------- ----------
NET CASH FLOWS FROM
FINANCING ACTIVITIES (2,858,864) (2,575,638) (1,593,604)
---------- ---------- ----------
NET CHANGE IN CASH AND
CASH EQUIVALENTS (811,684) 1,485,084 (79,977)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 2,493,733 1,008,649 1,088,626
---------- ---------- ----------
CASH AND CASH EQUIVALENTS AT
END OF YEAR $ 1,682,049 2,493,733 1,008,649
========== ========== ==========
-26-
2002 2001 2000
RECONCILIATION OF NET INCOME TO
NET CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $ 2,247,227 2,896,198 1,761,564
Adjustments:
Depreciation and amortization 398,576 383,260 452,550
Deferred income tax (14,082) 208,860 (11,435)
Equity in joint venture income and
minority interest (349,743) (94,296) (488,391)
Gain on sale of property, equipment
and investments (1,282,149) (2,422,723) (940,803)
Stock compensation programs 68,600 37,750 -
Changes in assets and liabilities:
(Increase) decrease in accounts
receivable (10,793) 101,494 (105,543)
(Increase) decrease in inventories (346,228) 584,800 182,313
Increase in prepaid pension asset (368,137) (602,961) (863,595)
Increase in accounts payable,
accrued expenses and other
assets, net 270,760 483,246 149,679
---------- ---------- ---------
NET CASH FLOWS FROM
OPERATING ACTIVITIES $ 614,031 1,575,628 136,339
========== ========== =========
The accompanying notes to consolidated financial statements are an integral
part of these statements.
-27-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2002
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
It is the policy of the Company to employ U.S. generally accepted accounting
principles in the preparation of its financial statements. A summary of the
Company's significant accounting policies follows:
ACCOUNTING ESTIMATES-
The preparation of financial statements in conformity with U.S. 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.
BASIS OF CONSOLIDATION-
The consolidated financial statements include the accounts of Vulcan
International Corporation, its wholly-owned subsidiary companies and its
majority-owned partnership. Intercompany accounts and transactions have been
eliminated in consolidation.
MINORITY INTEREST-
Cincinnati Club Building Associates ("CCBA") was formed in 1993 for the
purchase of certain commercial property in Cincinnati, Ohio. The Company's
offices are located in a portion of the property with the remainder available
for leasing. The Company's consolidated financial statements include 100% of
the assets, liabilities and income, or loss, of CCBA. The minority owner's
2.5% interest in CCBA is reflected as a minority interest in partnership and
a minority interest in (income) of partnership in the respective consolidated
balance sheets and consolidated statements of income.
INVESTMENT IN JOINT VENTURE-
In June 1990, the Company formed a Joint Venture (the Vulcan Brunswick
Bowling Pin Company) with Brunswick Bowling and Billiards Corporation to
manufacture bowling pins. The Company, through a wholly-owned subsidiary,
has an undivided 50% interest in the Joint Venture which is accounted for
under the equity method of accounting. Under this method, the Company
records the investment at its original cost adjusted for 50% of the Joint
Venture's income or loss since formation less any distributions received from
the Joint Venture.
MARKETABLE SECURITIES-
Marketable securities are classified as securities available-for-sale and,
accordingly, are recorded at fair market value. Marketable securities
available for current operations are classified as current assets while
securities held for non-current uses are classified as long-term assets.
Dividends and interest are recorded in income when earned. Unrealized
holding gains and losses, net of deferred tax, are included as a component
of shareholders' equity until realized. In computing realized gain or loss
on the sale of marketable securities, the cost of securities sold is
determined by the specific identification method.
-28-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2002
(Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
RECEIVABLES AND CREDIT POLICIES-
Accounts receivable are uncollateralized customer obligations due under
normal trade terms requiring payment within 30 to 90 days from the invoice
date depending on the product purchased and the customer's creditworthiness.
Certain customers purchasing bowling pins are granted, at the Company's
discretion, fall dating terms. Fall dating is a standard industry practice
in bowling pin sales whereby customers can purchase pins in the beginning of
a calendar year and payment is required in three equal installments in
October, November and December of that year.
Accounts receivable are stated at the amount billed to the customer plus any
accrued and unpaid interest. Customer account balances with invoices dated
over 90 days old are considered delinquent. The Company has the option of
charging interest monthly on past due unpaid accounts receivable. Payments
of accounts receivable are allocated to the specific invoices identified on
the customer's remittance advice or, if unspecified, are applied as credits
to the customer's accounts.
The carrying amount of accounts receivable is reduced by a valuation
allowance that reflects management's best estimate of the amounts that will
not be collected. Management individually reviews all accounts receivable
balances that exceed 90 days from the invoice due date and, based on an
assessment of current creditworthiness, estimates the portion, if any, of the
balance that will not be collected. Additionally, management reviews the
remaining accounts receivable and judgmentally estimates a general allowance
covering those amounts, based on past experience and expected future economic
conditions that might give rise to results that differ from past experience.
INVENTORIES-
Substantially all inventories are stated at cost under the last-in, first-out
(LIFO) method, which is not in excess of market.
PROPERTY, PLANT AND EQUIPMENT-
Property, plant and equipment are stated at cost. The Company provides for
depreciation over the estimated useful lives of the respective assets using
both straight line and accelerated methods. Buildings and improvements are
depreciated over 10 to 45 years, machinery and equipment over 3 to 11 years,
and leasehold improvements are amortized over the lives of the leases.
Timber depletion charges are based on the cost of timber cut.
DERIVIATIVE INSTRUMENTS-
The Company sold short-term option contracts on certain non-dividend paying
securities owned by the Company in order to reduce the amount of investment in
these securities. Option contracts are reported at their fair value as
determined by quoted market prices. Gains and losses on the contracts are
recorded in net gain on sale of property, equipment and investments in the
statements of income.
-29-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2002
(Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
INCOME TAXES-
Income tax provision (benefit) includes the tax effects of all revenue and
expense transactions included in the determination of pretax accounting
income. Deferred income tax results from temporary differences in the
financial statement basis and tax basis of assets and liabilities. These
temporary differences apply principally to depreciation expense, allowance
for doubtful accounts, compensated absences and prepaid pension expense.
Tax credits are recognized by a reduction of income tax expense in the
periods the credits arise for tax purposes.
COMPREHENSIVE INCOME-
Other comprehensive income is reported in the statement of shareholders'
equity. The Company includes unrealized gains, or losses, on its available-
for-sale securities in comprehensive income and accumulated other
comprehensive income.
RETIREMENT PLANS-
The Company maintains a noncontributory defined benefit pension plan for
certain eligible salaried and hourly employees. Pension benefits are
determined annually by consulting actuaries and are based on average
compensation and years of service. Past service cost is amortized over
periods not exceeding 30 years.
The Company also maintains a noncontributory defined contribution pension
plan for certain eligible union employees. Contributions to the plan are
based upon a participant's hours of service.
The qualified plans are funded annually to meet the minimum funding
requirements of the Internal Revenue Code and the Employee Retirement
Income Security Act of 1974.
SHIPPING AND HANDLING COSTS-
Shipping and handling costs are included in cost of sales.
ADVERTISING COSTS-
Advertising costs are generally expensed as incurred.
CASH EQUIVALENTS-
For purposes of the statement of cash flows, the Company considers all time
deposits, certificates of deposit and other highly liquid investments
purchased with original maturities of three months or less to be cash
equivalents.
NET INCOME PER SHARE-
Net income per share of common stock outstanding is computed on the basis of
the weighted average number of common shares outstanding during each year.
-30-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2002
(Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
EFFECT OF RECENT ACCOUNTING STANDARDS-
Effective January 1, 2002 the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 142, Goodwill and Other Intangible Assets. SFAS No. 142
requires an entity to discontinue amortization of goodwill and evaluate
goodwill for potential impairment annually. The adoption of this standard
was not significant.
RECENT ACCOUNTING PRONOUNCEMENTS-
The Financial Accounting Standards Board has issued the following standards
that the Company will adopt, if applicable, upon the effective dates;
Statement No. 145, Rescission of FASB Statements 4, 44 and 64, Amendment of
FASB Statement No. 13, and Technical Corrections, effective May 15, 2002;
Statement No. 146, Accounting for Costs Associated with Exit or Disposal
Activities, effective January 1, 2003; Statement No. 147, Acquisitions of
Certain Financial Institutions - an amendment of FASB Statements 72 and 144
and FASB Interpretation No. 9, effective October 1, 2002; Statement No. 148,
Accounting for Stock-Based Compensation - Transition and Disclosure - an
amendment of FASB Statement No. 123, effective January 1, 2004. The
standards adopted during the current year have not had a significant impact
and those to be adopted are not expected to have a significant impact on the
Company's financial condition or results of operations.
NOTE 2 - MARKETABLE SECURITIES
The Company's investments in marketable securities have been classified as
available-for-sale securities and reported at their fair value as determined
by quoted market prices as follows:
Unrealized Fair
Cost Gains Value
------ ---------- -------
2002
----
Current $ 3,695,066 26,542,857 30,237,923
Long-term 2,623,283 24,992,588 27,615,871
--------- ---------- ----------
$ 6,318,349 51,535,445 57,853,794
========= ========== ==========
2001
----
Current $ 3,793,906 36,187,463 39,981,369
Long-term 2,623,283 34,417,575 37,040,858
--------- ---------- ----------
$ 6,417,189 70,605,038 77,022,227
========= ========== ==========
-31-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2002
(Continued)
NOTE 2 - MARKETABLE SECURITIES (Continued)
The unrealized holding gains are included, net of deferred income tax of
$17,522,051 and $24,005,714 at December 31, 2002 and 2001, respectively,
as a component of shareholders' equity.
2002 2001
---- ----
Realized gains from available-
for-sale securities $442,252 1,448,941
Gross proceeds from sale of
available-for-sale securities 543,834 1,566,217
Net realized and unrealized
gains from call option contracts 317,719 326,505
Gross proceeds from realized and
unrealized gains from call
option contracts 223,714 330,764
The Company's available-for-sale marketable securities, at fair market value,
are invested as follows: 76% in two financial institutions, 23% in twelve
communication and utility companies and 1% in other industries. The Company
is subject to the risk that the value of these securities may decline from
the recorded fair market values.
As of February 11, 2003, the fair value of marketable securities was
approximately $55,442,000 and the net unrealized holding gain was
approximately $32,495,000 net of deferred taxes of approximately
$16,740,000. Realized gains on marketable securities through February 11,
2003, were $369,100 and gross proceeds on the sale of those securities
were $480,000.
NOTE 3 - INVENTORIES
Inventories at December 31, 2002 and 2001, were classified as follows:
2002 2001
Finished goods $506,240 142,846
Work in process 33,983 64,853
Raw materials 162,295 148,591
------- -------
Total $702,518 356,290
======= =======
-32-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2002
(Continued)
NOTE 3 - INVENTORIES (Continued)
As indicated in Note 1, substantially all inventories are stated at cost
determined under the last-in, first-out (LIFO) method. If valued at current
replacement cost, inventories would have been approximately $853,000 and
$917,000 greater than reported at December 31, 2002 and 2001, respectively.
In the years ended December 31, 2001 and 2000, inventory quantities were
reduced. These reductions resulted in liquidations of LIFO inventory
quantities carried at lower costs prevailing in prior years as compared with
the cost of current purchases. The inventory reductions increased 2001 and
2000 net income by approximately $212,000 and $49,000, respectively, or $.19
and $.04 per weighted-average common share outstanding, respectively.
NOTE 4 - JOINT VENTURE
The Company, through a wholly-owned subsidiary, owns 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.
Summarized financial information for VBBPC consists of the following:
2002 2001
Assets:
Current assets $1,604,911 1,640,465
Property, plant and equipment 2,541,111 2,753,814
Other 2,800,851 2,832,384
--------- ---------
Total $6,946,873 7,226,663
========= =========
Liabilities and Partners' Capital:
Current liabilities $ 225,174 248,750
Partners' capital 6,721,699 6,977,913
--------- ----------
Total $6,946,873 7,226,663
========= =========
-33-
Vulcan INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2002
(Continued)
NOTE 4 - JOINT VENTURE (Continued)
2002 2001 2000
Statements of Operations:
Net sales $6,073,150 4,177,916 9,261,854
Costs and expenses 5,535,350 4,061,802 8,464,507
Other income-net 5,986 17,402 24,025
--------- ---------- ---------
Net income $ 543,786 133,516 821,372
========= ========== =========
Company's equity in net
income of VBBPC $ 271,893 66,758 410,686
Adjustments 79,902 31,724 77,842
---------- ---------- ---------
Company's equity in net
income $ 351,795 98,482 488,528
========== ========== =========
The Company, under the equity method of accounting, increases its investment
in VBBPC for its share of VBBPC's income and decreases its investment for
any distributions received. Distributions in excess of the Company's recorded
investment are included in current income.
The Company's 50% interest in the net assets of VBBPC amounted to $3,360,850
at December 31, 2002. There were no undistributed earnings from the Joint
Venture included in the Company's retained earnings at December 31, 2002.
The Company is also jointly and severally liable under VBBPC's revolving
loan agreement. There were no borrowings under the loan agreement at
December 31, 2002 or 2001. The Company adjusts its investment in VBBPC
through its equity in VBBPC's net income which is further adjusted to
reflect inventories on the last-in, first-out method of accounting.
Transactions between VBBPC and the Company consist of the following at
December 31:
2002 2001 2000
Purchases from VBBPC $1,783,000 905,000 1,743,000
Administrative fees received
from VBBPC 30,000 110,000 30,000
Net amount due to VBBPC 184,000 517,000 266,000
Cash distributions from VBBPC 400,000 100,000 418,000
-34-
Vulcan INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2002
(Continued)
NOTE 5 - NOTES PAYABLE
The Company maintains a revolving credit agreement with its bank that
provides for borrowings of up to $6,000,000 through November 1, 2003.
Interest is payable monthly at the lesser of the federal funds rate plus
1.75% or a rate based on the Euro-Rate as determined by the bank in
accordance with its usual procedures. Borrowings under the agreement
were $1,861,711 at December 31, 2002 and were secured by certain
marketable equity securities.
The weighted average interest rate was 3.14% and 6.73% for the respective
years ended December 31, 2002 and 2001. The interest rate at December 31,
2002 was 2.67%. Marketable securities pledged as collateral under the
agreement had a market value of approximately $20,466,000 at December 31,
2002.
The Company also maintains a revolving credit agreement, expiring October 31,
2003, with its bank that provides for additional short-term borrowings of
up to $5,000,000 at the prime rate secured by certain real and personal
property of the Company.
NOTE 6 - LEASES
The Company leases office space to various tenants under operating leases
expiring from 2003 to 2008. The Company's basis in the property held for
lease at December 31, 2002 and 2001 is as follows:
2002 2001
Land $ 37,803 37,803
Building and tenant improvements 770,249 770,249
------- -------
808,052 808,052
Less accumulated depreciation
and amortization 412,517 344,360
------- -------
$395,535 463,692
======= =======
-35-
Vulcan INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2002
(Continued)
NOTE 6 - LEASES (Continued)
Minimum future rental income under noncancelable leases as of December 31,
2002, is as follows:
Year ending December 31,
2003 $ 368,600
2004 227,600
2005 184,800
2006 190,400
2007 144,800
Thereafter 56,500
---------
Total $1,172,700
=========
NOTE 7 - EMPLOYEE BENEFIT PLANS
The Company maintains a noncontributory defined benefit pension plan for
certain eligible salaried and hourly employees. The funded status and net
pension credit recognized in the accompanying consolidated financial
statements consisted of:
-36-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2002
(Continued)
NOTE 7 - EMPLOYEE BENEFITS PLANS (Continued)
2002 2001
Change in projected benefit obligations:
Benefit obligation - January 1, $ 8,420,138 8,280,133
Service cost 37,417 39,933
Interest cost 520,407 531,402
Actuarial (gain) loss (78,553) 221,892
Benefits paid (670,651) (653,222)
---------- ----------
Projected benefit obligation -
December 31, 8,228,758 8,420,138
---------- ----------
Change in plan assets:
Fair value of plan assets - January 1, 12,268,171 13,943,244
Actual return on plan assets (1,465,489) (1,021,851)
Benefits paid (670,651) (653,222)
---------- ----------
Fair value of plan assets -
December 31, 10,132,031 12,268,171
---------- ----------
Funded status 1,903,273 3,848,033
Unrecognized prior service cost 20,597 41,193
Unrecognized net gain from actual
experience different from that assumed 3,726,627 1,393,134
---------- ----------
Prepaid pension expense - December 31, $ 5,650,497 5,282,360
========== ==========
2002 2001 2000
Components of net periodic
benefit costs:
Service cost $ 37,417 39,933 48,600
Interest cost 519,854 530,243 520,756
Return on plan assets:
Actual 1,465,489 1,021,851 1,068,086
Deferred (2,411,494) (2,109,756) (2,460,752)
Amortization of prior
service cost 20,597 45,767 90,716
Amortization of net
transition asset - (130,998) (131,001)
--------- --------- ---------
Periodic pension benefit $ (368,137) (602,960) (863,595)
========= ========= =========
-37-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2002
(Continued)
NOTE 7 - EMPLOYEE BENEFIT PLANS (Continued)
Significant actuarial assumptions used in the above computations include the
following:
2002 2001
Assumed discount rate 6.5% 6.5%
Expected long-term rate of return on
plan assets 8.0% 8.0%
Rate of increase in future compensation levels 5.0% 5.0%
Average remaining service period 11 years 11 years
Pension plan assets are invested primarily in U.S. Government guaranteed debt
securities and publicly-traded stocks and bonds. The vested actuarial
present value of benefit obligations is based upon the participant's expected
date of separation or retirement.
Company contributions to its defined contribution plan were $15,000 in 2002,
$16,000 in 2001 and $20,000 in 2000.
The Company maintains a stock option plan that provides for the granting of
options to certain key employees to purchase shares of treasury stock at such
price as may be determined by the Board of Directors. If the employee
voluntarily leaves the Company within two years of exercising a stock option,
for reasons other than death or disability, the Company may, at its option,
reacquire the employee's stock at the original exercise price within three
months of the employee's termination.
In November 2001, the Company's Board of Directors ratified a December 1999
resolution of its executive committee making treasury shares available for
purchase by directors, including directors of wholly-owned subsidiaries, at
the lowest price for which a sale is made on the date of exercise up to a
maximum of 25,000 shares per year. Shares purchased under this policy may
not be transferred for a period of six months to anyone other than the
Company, another director, or in the event of the death of the director,
to the director's estate. The resolution provided for said policy to
continue until rescinded by the Board of Directors. In 2002, one director
purchased 500 shares and in 2001, two directors purchased a total of 16,500
shares, under this resolution.
In 1999, the Company's Stock Option Committee granted options, expiring in
2002, to purchase not more than 50,000 shares of treasury stock at $31 per
share to the President of the Company. During 2000, the option to purchase
all 50,000 shares was exercised.
-38-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2002
(Continued)
NOTE 7 - EMPLOYEE BENEFIT PLANS (Continued)
In 2001, the Company's Stock Option Committee granted options, expiring in
2008 to purchase not more than 50,000 shares of treasury stock at $37.24
per share to the President of the Company. No options were exercised under
this grant during 2001 or 2002.
In December 2002 and November 2001, the Compensation Committee awarded the
President of the Company 2,000 shares and 1,000 shares of common stock,
respectively, valued at $68,600 and $37,750, respectively, as additional
compensation for his services.
NOTE 8 - COMMITMENTS AND CONTINGENCIES
The Company has an interest in a partnership, CCBA, which owns certain real
estate. On August 13, 1999 a complaint for money damages, in excess
of $25,000, based upon breach of fiduciary duty was filed by the other
partner in the Court of Common Pleas in Hamilton County, Ohio.
Essentially, the plaintiff is seeking an adjustment of the capital
account balances which would result in a higher distribution of cash
flow to the plaintiff. On March 27, 2001, the plaintiff threatened to file
an amended complaint that alleges damages of $1,062,000 and costs, plus
punitive damages of $2,000,000 on various grounds. The Company believes
that the suit is without merit and has been defending itself vigorously
against the issues raised.
CCBA appealed a real estate tax assessment from 1999 that had increased the
annual real estate tax by approximately $96,000 and was granted a revision.
During 2001, the local school board appealed the revision and reduced its
initial appraised value of the property. CCBA received a $96,000 refund
of the additional tax paid in 1999. CCBA has recorded a liability of
approximately $123,000 related to this issue based on the revised value
asserted by the local school board. If CCBA is successful, this liability
will be recognized as income when the final valuation is determined.
On March 1, 1990 the United States of America filed a complaint against the
Company and others in the United States District Court for the District of
Massachusetts claiming that the Company was a potentially responsible party
with respect to the Re-Solve, Inc. Superfund Site in North Dartmouth,
Massachusetts seeking to recover response costs incurred and to be incurred
in the future in connection with this site.
Although the Company had engaged counsel to represent it in that action,
the Company was first informed on March 28, 2001 that the Court had entered,
pursuant to prior rulings, an unopposed "Final Judgment" against the Company
on September 22, 1999. The "Final Judgment" awarded damages against the
Company in favor of the United States in the amount of $3,465,438, plus
interest, for unreimbursed response costs, plus any additional past
unreimbursed response costs, interest and certain future costs the United
States incurs at the site.
-39-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2002
(Continued)
NOTE 8 - COMMITMENTS AND CONTINGENCIES (Continued)
The Company is presently continuing an investigation into this matter and
is vigorously pursuing all available legal remedies to set aside all
orders and liens relating to the asserted liability and to defend itself
against the underlying allegations. Counsel for the Company is also vigorously
pursuing settlement negotiations with counsel for the United States. Counsel
for the Company and counsel for the United States have proposed a settlement
for approximately $3,800,000 plus interest from November 1, 2002. This
tentative settlement is subject to various approvals concerning which no
prediction can be made. To the extent that the Company is able to settle
this liability, or to obtain judicial relief, for an amount less than it has
accrued, the difference will be recorded as income in the year the obligation
is settled.
The Company has recorded an estimated liability of $3,495,000, net of
$1,800,000 tax, for the judgment, accrued interest for past costs and a
discounted present value for estimated future costs in connection with the
site. This estimated liability was calculated based on the "Final Judgment"
and using other information provided by the U.S. Environmental Protection
Agency ("EPA"). The Company expensed $91,000, $151,000 and $140,000 after
tax, for the years ended December 31, 2002, 2001 and 2000 respectively for
accrued interest and amortization of estimated future costs related to this
matter.
The liability for future costs is a significant estimate of the future costs
and it is subject to change as actual costs are incurred and reported by the
EPA.
There may be other potential clean-up liabilities at other sites of which
the Company has no specific knowledge.
The Company is involved in other litigation matters and claims which are normal
in the course of operations. Management believes that the resolution of these
matters will not have a material effect on the Company's business or financial
condition.
At December 31, 2002 approximately 45% of the Company's labor force was subject
to collective bargaining agreements which expire in October 2005.
-40-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2002
(Continued)
NOTE 9 - INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Alternative
minimum tax credits may be carried forward indefinitely. In accordance with
SFAS No. 109, a deferred tax liability of $158,000 is not recognized for
undistributed earnings of a subsidiary arising before 1993. These earnings
will be subject to tax when distributed. During 2001, the Company used a
net operating loss carryforward of approximately $389,000.
Significant components of the Company's deferred tax liabilities and assets
as of December 31 are as follows:
2002 2001
Deferred tax liabilities:
Excess tax depreciation $ 82,741 57,023
Undistributed earnings of
domestic subsidiary 201,949 195,943
Other 68,634 33,604
Prepaid pension expense 1,942,624 1,822,818
Unrealized holding gains 17,522,051 24,005,714
---------- ----------
Total deferred tax liabilities 19,817,999 26,115,102
---------- ----------
Deferred tax assets:
Vacation accruals 34,303 33,677
Allowance for doubtful accounts 43,329 31,066
Investment in joint venture 42,563 42,563
Accrued other expenses 81,894 38,638
Environmental remediation liability 1,800,283 1,753,507
Alternative minimum tax credit
and general business credit
carryforward 1,040,968 943,248
---------- ----------
Total deferred tax assets 3,043,340 2,842,699
---------- ----------
Net deferred tax liabilities $16,774,659 23,272,403
========== ==========
-41-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2002
(Continued)
NOTE 9 - INCOME TAXES (Continued)
Significant components of the income tax provision are as follows:
2002 2001 2000
Current $362,636 510,554 124,600
Deferred (14,082) 208,860 (11,435)
------- ------- -------
Income tax expense $348,554 719,414 113,165
======= ======= =======
A reconciliation of income tax at the federal statutory rate of 34% to the
income tax provision follows:
2002 2001 2000
Income taxes from continuing
operations at federal statutory rate $882,566 1,229,308 637,408
Increase (reduction) in taxes
resulting from:
Domestic corporation dividend
received deduction (531,650) (520,603) (495,751)
Amortization - - 16,386
Stock options - - (42,500)
Other-net (2,362) 10,709 (2,378)
------- ------- -------
Income tax $348,554 719,414 113,165
======= ======= =======
-42-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2002
(Continued)
NOTE 10 - FINANCIAL INSTRUMENTS
The carrying amounts of cash, accounts receivable, notes receivable and
current liabilities approximate fair value. The fair value of marketable
securities and unexpired option contracts was determined based on quoted
market prices. The Company's trade account receivables that were ninety
days or more past due amounted to $86,000 and $96,000 at December 31,
2002 and 2001, respectively.
Financial instruments which potentially subject the Company to concentrations
of credit risk are cash investments which may, at times, exceed federally
insured limits, notes receivable and marketable securities. The Company
places its cash investments with high-credit-quality financial institutions.
The borrower's credit worthiness has been evaluated in connection with the
note receivable. The Company does not believe significant concentration of
credit risk exists with respect to these financial instruments.
Concentrations in marketable securities are as disclosed in Note 2.
NOTE 11 - BUSINESS SEGMENTS
The Company's reportable segments are strategic business units that offer
different products and services. They are managed separately because each
business requires different technology and marketing strategies. The Company
has three reportable segments: rubber and foam, bowling pins, and real estate
operations. The rubber and foam segment produces foam products, uncured
rubber and other rubber products. Operations in the bowling pin segment
involve the sale of bowling pins and production of bowling pins through its
50% owned joint venture. The real estate operations segment consists of
rental real estate and undeveloped real estate from which income is currently
derived from the sale of timber. Total revenue by segment includes both
sales to unaffiliated customers, as reported in the Company's consolidated
income statement, and intersegment sales which are accounted for generally
at current market prices.
The Company sells its products principally within the United States. Sales
in various foreign countries totaled $203,345 in 2002, $376,266 in 2001 and
$544,365 in 2000. The Company does not have assets located outside the
United States.
Operating profit is total revenue less operating expenses. In computing
operating profit, the following items have not been added or deducted:
general corporate expenses, interest expense, federal and state income taxes,
dividend and interest income and nonrecurring gains or losses realized on the
sale of property, equipment and marketable securities. Revenue from timber
sales is reported in the consolidated statement of income under gains on sale
of property, equipment and investments.
-43-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2002
(Continued)
NOTE 11 - BUSINESS SEGMENTS (Continued)
Identifiable assets are reported for the Company's operations in each
segment. Corporate assets consist principally of cash, marketable
securities, notes receivable and prepaid pension expense. To reconcile
industry information with consolidated amounts, intersegment sales of
$192,114 in 2002, $354,631 in 2001 and $523,734 in 2000 have been eliminated.
More than ten percent of aggregate revenues were derived from certain
customers. The rubber and foam segment had sales to one customer amounting
to $914,000 and $841,000 in 2002 and 2001, respectively and sales to a
second customer amounting to $1,010,000 in 2002.
Information relative to the major segments of the Company's operations
follows:
2002 2001 2000
SALES TO UNAFFILIATED CUSTOMERS:
Rubber and Foam $ 6,522,678 6,129,434 6,844,877
Bowling Pins 1,995,694 1,783,318 1,716,428
Real Estate Operations 920,617 870,806 837,617
---------- ---------- ----------
$ 9,438,989 8,783,558 9,398,922
========== ========== ==========
INTERSEGMENT SALES:
Rubber and Foam $ 65,423 144,422 108,826
Bowling Pins 126,691 210,208 414,908
---------- ---------- ----------
$ 192,114 354,630 523,734
========== ========== ==========
INTEREST INCOME:
Bowling Pins $ 10,747 25,641 38,267
Bowling Pins - Intercompany 4,959 4,959 4,959
Real Estate Operations 18,594 18,162 11,096
Corporate 35,711 51,157 42,231
---------- ---------- ----------
$ 70,011 99,919 96,553
========== ========== ==========
OPERATING PROFIT(LOSS):
Rubber and Foam $ (657,039) (892,131) (1,292,120)
Bowling Pins 347,330 140,009 286,521
Real Estate Operations 324,794 516,824 287,927
---------- ---------- ----------
SUBTOTAL 15,085 (235,298) (717,672)
GENERAL CORPORATE INCOME 2,743,501 4,111,167 2,959,683
INTEREST EXPENSE - INTERCOMPANY (4,959) (4,959) (4,959)
INTEREST EXPENSE - OTHER (157,846) (255,298) (362,323)
---------- ---------- ----------
INCOME BEFORE INCOME TAXES 2,595,781 3,615,612 1,874,729
-44-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2002
(Continued)
NOTE 11 - BUSINESS SEGMENTS (Continued)
2002 2001 2000
INCOME TAX PROVISION 348,554 719,414 113,165
---------- ---------- ----------
NET INCOME $ 2,247,227 2,896,198 1,761,564
========== ========== ==========
DEPRECIATION AND AMORTIZATION:
Rubber and Foam $ 250,270 260,164 304,683
Bowling Pins 302 424 594
Real Estate Operations 78,986 80,564 96,804
Corporate and Other 69,018 42,108 50,469
---------- ---------- ----------
$ 398,576 383,260 452,550
========== ========== ==========
IDENTIFIABLE ASSETS:
Rubber and Foam $ 2,335,395 2,395,488 4,371,872
Bowling Pins 1,619,351 1,441,660 1,929,508
Real Estate Operations 1,247,906 1,197,515 1,015,855
Corporate and Other 64,413,053 84,062,824 103,826,723
---------- ----------- -----------
$ 69,615,705 89,097,487 111,143,958
========== ========== ===========
CAPITAL EXPENDITURES:
Rubber and Foam $ 229,322 112,767 126,936
Real Estate Operations 7,749 19,775 92,922
----------- ---------- ----------
$ 237,071 132,542 219,858
=========== ========== ==========
EQUITY IN JOINT VENTURE INCOME
INCLUDED IN BOWLING PIN SEGMENT
OPERATING INCOME $ 351,795 98,481 488,528
=========== ========== ==========
INVESTMENT IN JOINT VENTURE
INCLUDED IN BOWLING PIN
SEGMENT ASSETS $ 20,805 69,010 70,528
=========== ========== ==========
REVENUES:
Total revenues for reportable
segments $ 9,438,989 8,783,558 9,398,922
Timber sales included in gain
on disposal of assets on
consolidated income statement (433,057) (410,745) (333,519)
----------- ---------- ----------
TOTAL CONSOLIDATED REVENUES $ 9,005,932 8,372,813 9,065,403
=========== ========== ==========
-45-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 2002
(Continued)
NOTE 12 - COMPUTATION OF NET INCOME AND CASH DIVIDENDS PER
COMMON SHARE OUTSTANDING:
2002 2001 2000
a) Net income $2,247,227 2,896,198 1,761,564
========= ========= =========
b) Dividends on common shares $ 857,709 898,976 890,577
========= ========= =========
Weighted average shares:
c) Common shares issued 1,999,512 1,999,512 1,999,512
d) Common treasury shares 915,370 879,934 888,213
--------- --------- ---------
e) Common shares outstanding 1,084,142 1,119,578 1,111,299
========= ========= =========
f) Net income per common share
outstanding (a/e) $ 2.07 2.59 1.59
========= ========= =========
g) Dividends paid per common share $ .80 .80 .80
========= ========= =========
-46-
VULCAN INTERNATIONAL CORPORATION
Five-Year Record
Selected Financial Data
2002 2001 2000 1999 1998
------ ------ ------ ------ ------
Net revenues -
continuing
operations $11,304,808 10,660,422 11,246,242 10,919,627 10,582,060
Income (loss)from
continuing
operations before
taxes 2,595,781 3,615,612 1,874,729 (2,718,674) 1,664,416
Income taxes
(benefit) 348,554 719,414 113,165 (1,317,658) 279,537
Net income (loss)
from continuing
operations 2,247,227 2,896,198 1,761,564 (1,401,016) 1,384,879
Income (loss) from
disposed operations,
net of tax - - - (63,056) 69,637
Gain on sale of
disposed operations,
net of tax - - - 988,845 -
---------- ---------- ---------- ---------- ----------
Net income (loss) 2,247,227 2,896,198 1,761,564 (475,227) 1,454,516
Income (loss) per
common share:
Continuing
operations 2.07 2.59 1.59 (1.25) 1.17
Discontinued
operations - - - (0.06) 0.06
Gain on disposal
of discontinued
operations - - - 0.88 -
---- ---- ---- ---- ----
Net income (loss) 2.07 2.59 1.59 (0.43) 1.23
Dividends per
common share .80 .80 .80 .80 .80
Property, plant
and equipment (net) 2,102,781 2,117,476 2,369,216 2,618,649 2,798,825
Depreciation 395,258 381,079 447,401 488,591 513,045
Current assets 34,104,485 44,333,695 55,493,494 53,278,872 53,506,019
Ratio current
assets to current
liabilities 2.16 to 1 2.60 to 1 2.54 to 1 2.48 to 1 2.99 to 1
-47-
VULCAN INTERNATIONAL CORPORATION
Five-Year Record
Selected Financial Data
(Continued)
2002 2001 2000 1999 1998
------ ------ ------ ------ ------
Total assets 69,615,705 89,097,487 111,143,958 89,536,796 95,011,738
Long-term debt - - - - -
Accumulated other
comprehensive
income 34,013,394 46,599,325 60,846,586 47,852,421 52,506,224
Total share-
holders' equity 44,160,910 59,220,189 72,959,140 58,137,015 65,295,924
Book value per
common share 44.04 53.75 64.03 52.54 57.46
-48-
Selected Quarterly Financial Data
TOTAL GROSS PROFIT NET NET INCOME
REVENUES LOSS INCOME PER SHARE
2002
First Quarter $ 2,938,337 226,782 641,303 0.58
Second Quarter 2,788,179 193,380 434,633 0.40
Third Quarter 2,870,541 142,587 412,802 0.38
Fourth Quarter 2,707,751 (116,509) 758,489 0.71
---------- ------- --------- ----
Total $11,304,808 446,240 2,247,227 2.07
========== ======= ========= ====
2001
First Quarter $ 2,726,171 (62,787) 699,137 0.62
Second Quarter 2,740,765 237,548 1,021,566 0.90
Third Quarter 2,411,550 44,538 274,589 0.25
Fourth Quarter 2,781,936 197,435 900,906 0.82
---------- ------- --------- ----
Total $10,660,422 416,734 2,896,198 2.59
========== ======= ========= ====
-49-
VULCAN INTERNATIONAL CORPORATION
Corporate Office
300 Delaware Avenue, Suite 1704
Wilmington, Delaware 19801
VULCAN CORPORATION
Sales and Manufacturing
1151 College Street
Clarksville, Tennessee
(800) 251-3415
Directors:
Leonard Aconsky
Deliaan A. Gettler
Edward Ritter
VULCAN BOWLING PIN COMPANY VULCAN BLANCHESTER REALTY CO.
Antigo, Wisconsin Cincinnati, Ohio
(800) 447-1146 (513) 621-2850
Directors Directors
Ricardo DeFelice Leonard Aconsky
John Gabriel Vernon E. Bachman
Benjamin Gettler John Gabriel
Stanley I. Rafalo, O.D. Benjamin Gettler
ACCOUNTING OFFICES
30 Garfield Place, Suite 1040
Cincinnati, Ohio 45202
(513) 621-2850
(800) 447-1146
STOCK TRANSFER AND REGISTRAR
Fifth Third Bank
Shareholder Services
Cincinnati, Ohio 45202
(800) 837-2755
AUDITORS
J.D. Cloud & Co. L.L.P.
Cincinnati, Ohio
-50-
Exhibit 21
VULCAN INTERNATIONAL CORPORATION
SUBSIDIARIES OF THE REGISTRANT
At December 31, 2001
STATE OF PERCENTAGE
NAME OF CORPORATION INCORPORATION OF OWNERSHIP
------------------- ------------- ------------
Vulcan International Corporation Delaware Parent
Vulcan Corporation Tennessee 100%
Vulcan Blanchester Realty Co. Ohio 100%
Southern Heel Company Tennessee 100%
ACI International, Inc. Delaware 100%
Vulcan Bowling Pin Company Tennessee 100%
Cincinnati Club Building Associates
(Partnership) Ohio 97.51%
-51-
EXHIBIT 99.1
INDEPENDENT AUDITORS' REPORT ON SCHEDULE
To the Board of Directors
Vulcan International Corporation
Wilmington, Delaware
We have audited the consolidated financial statements of Vulcan International
Corporation and subsidiaries as of December 31, 2002 and 2001, and for each
of the three years in the period ended December 31, 2002, and have issued our
report thereon dated February 11, 2003, such consolidated financial
statements and report are included in Part IV, Item 14(a)1 of this Form 10-K
and the 2002 Annual Report to Shareholders and are incorporated herein by
reference. Our audit also included the financial statement schedule of
Vulcan International Corporation and subsidiaries listed in Part IV, Item
14(a)2. The financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on
our audits. In our opinion, such financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information therein set forth.
/s/ J.D. CLOUD & CO. L.L.P.
----------------------------
Certified Public Accountants
Cincinnati, Ohio
February 11, 2003
-52-
EXHIBIT 99.2
Schedule II
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
2002 2001 2000
The following reserve is deducted in
the balance sheet from the asset to
which it applies
Reserve for Doubtful Accounts
Receivable:
Balance at Beginning of Period $ 91,367 152,974 158,844
Additions:
(1) Charged to costs and expenses 48,000 24,000 188,829
(2) Charged to Other Accounts - - -
Deductions:
Write off of bad debts 11,932 85,607 194,699
------- ------- -------
Balance at End of Period $127,435 91,367 152,974
======= ======= =======
-53-
EXHIBIT 99.3
VULCAN-BRUNSWICK BOWLING PIN COMPANY
FINANCIAL STATEMENTS
For the year ended December 31, 2002
J.D. CLOUD & CO. L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS
CINCINNATI, OHIO
-54-
INDEPENDENT AUDITORS' REPORT
To the Partners
Vulcan-Brunswick Bowling Pin Company
Antigo, Wisconsin
We have audited the accompanying balance sheets of Vulcan-Brunswick Bowling
Pin Company as of December 31, 2002 and 2001, and the related statements of
income, partners' capital, and cash flows for the years and periods then
ended. These financial statements are the responsibility of the Joint
Venture's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with U.S. generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Vulcan-Brunswick Bowling Pin
Company at December 31, 2002 and 2001, and the results of its operations and
its cash flows for the years and periods then ended, in conformity with U.S.
generally accepted accounting principles.
/s/ J.D. CLOUD & CO. L.L.P.
----------------------------
Certified Public Accountants
Cincinnati, Ohio
February 1, 2003
-55-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
BALANCE SHEETS
At December 31, 2002 and 2001
- ASSETS - 2002 2001
CURRENT ASSETS:
Cash $ 828,541 174,004
Accounts receivable 224,775 870,982
Inventories 506,351 595,479
Prepaid expense 45,244 -
--------- ---------
TOTAL CURRENT ASSETS 1,604,911 1,640,465
--------- ---------
PROPERTY, PLANT AND EQUIPMENT:
Land 72,251 72,251
Buildings and improvements 4,052,569 4,041,403
Machinery and equipment 5,027,060 4,985,292
--------- ---------
Total 9,151,880 9,098,946
Less - Accumulated depreciation 6,610,769 6,345,132
--------- ---------
NET PROPERTY, PLANT AND EQUIPMENT 2,541,111 2,753,814
--------- ---------
OTHER ASSETS:
Product development costs and other
intangibles 2,674,640 2,674,640
Prepaid pension expense 126,211 157,744
--------- ---------
TOTAL OTHER ASSETS 2,800,851 2,832,384
--------- ---------
TOTAL ASSETS $6,946,873 7,226,663
========= =========
- LIABILITIES AND PARTNERS' CAPITAL -
CURRENT LIABILITIES:
Accounts payable $ 21,302 86,012
Accrued expenses -
Salaries and wages 91,634 72,374
Taxes and other 112,238 90,364
--------- ---------
TOTAL CURRENT LIABILITIES 225,174 248,750
--------- ---------
PARTNERS' CAPITAL 6,721,699 6,977,913
--------- ---------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL $6,946,873 7,226,663
========= =========
The accompanying notes to financial statements are an integral part of this
statement.
-56-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
STATEMENTS OF INCOME
For the years ended December 31, 2002 and 2001
Four months Eight Months
Ended Ended
April 27, December 31, Total
2002 2001 2001 2001
NET SALES $6,073,150 1,704,530 2,473,386 4,177,916
--------- --------- --------- ---------
COST AND EXPENSES:
Cost of sales 5,505,350 1,566,553 2,385,249 3,951,802
Administrative 30,000 10,000 100,000 110,000
--------- --------- --------- ---------
TOTAL COST AND
EXPENSES 5,535,350 1,576,553 2,485,249 4,061,802
--------- --------- --------- ---------
INCOME FROM
OPERATIONS 537,800 127,977 (11,863) 116,114
OTHER INCOME - NET 5,986 5,539 11,863 17,402
--------- --------- --------- ---------
NET INCOME $ 543,786 133,516 - 133,516
========= ========= ========= =========
The accompanying notes to financial statements are an integral part of this
statement.
-57-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
STATEMENTS OF PARTNERS' CAPITAL
For the years ended December 31, 2002 and 2001
VULCAN BRUNSWICK TOTAL
BOWLING PIN BOWLING PIN PARTNERS'
COMPANY CORPORATION CAPITAL
BALANCE - JANUARY 1, 2001 $3,522,198 3,522,199 7,044,397
Add - Net income 66,758 66,758 133,516
Less - Distributions (100,000) (100,000) (200,000)
--------- --------- ---------
BALANCE - DECEMBER 31, 2001 3,488,956 3,488,957 6,977,913
Add - Net income 271,893 271,893 543,786
Less - Distributions (400,000) (400,000) (800,000)
--------- --------- ---------
BALANCE - DECEMBER 31, 2002 $3,360,849 3,360,850 6,721,699
========= ========= =========
The accompanying notes to financial statements are an integral part of this
statement.
-58-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
STATEMENTS OF CASH FLOWS
For the years ended December 31, 2002 and 2001
2002 2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers $ 6,719,357 3,842,505
Cash paid to suppliers and employees (5,217,872) (3,577,741)
Interest received 5,986 17,402
--------- ---------
NET CASH FLOWS FROM OPERATING ACTIVITIES 1,507,471 282,166
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (52,934) (24,281)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distribution to partners (800,000) (200,000)
--------- ---------
NET INCREASE IN CASH AND CASH
EQUIVALENTS 654,537 57,885
CASH AND CASH EQUIVALENTS AT BEGINNING
OF YEAR 174,004 116,119
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 828,541 174,004
========= =========
RECONCILIATION OF NET INCOME TO NET CASH
FLOWS FROM OPERATING ACTIVITIES:
Net income $ 543,786 133,516
Depreciation 265,638 306,623
Amortization - 93,888
(Increase) decrease in accounts receivable 646,207 (335,411)
Decrease in inventories 89,128 90,190
(Increase) decrease in prepaid expenses
and other (13,711) 24,493
(Decrease) in accounts payable and
accrued expenses (23,577) (31,133)
--------- ---------
NET CASH FLOWS FROM OPERATING
ACTIVITIES $1,507,471 282,166
========= =========
The accompanying notes to financial statements are an integral part of this
statement.
-59-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 2002
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Joint Venture is a Delaware general partnership formed for the purpose of
manufacturing bowling pins for its partners.
It is the policy of the Joint Venture to employ U.S. generally accepted
accounting principles in the preparation of its financial statements. A
summary of the Joint Venture's significant accounting policies follows:
ACCOUNTING ESTIMATES-
The preparation of financial statements in conformity with U.S. 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.
JOINT VENTURE-
Vulcan Bowling Pin Company (Vulcan) and Brunswick Bowling and Billiards
Corporation (Brunswick) have an agreement to manufacture all the bowling
pins sold by each of the partners. Under the agreement, Vulcan contributed
bowling pin manufacturing assets and Brunswick contributed cash and certain
of its bowling pin manufacturing assets to the Joint Venture. Each partner
received an undivided 50% interest in the Joint Venture's assets,
liabilities, revenues and expenses in exchange for their capital
contribution.
RECEIVABLES AND CREDIT POLICIES-
Accounts receivable are uncollateralized customer obligations due under normal
trade terms requiring payment within 30 days from the invoice date. As
substantially all sales are to the Joint Venture partners and are generally
paid within 30 days of the invoice date, management does not believe an
allowance for uncollectible accounts is necessary.
Accounts receivable are stated at the amount billed to the customer. Payments
of accounts receivable are allocated to the specific invoices identified on
the customer's remittance advice or, if unspecified, are credited to the
customer's account.
INVENTORIES-
Inventories are stated at the lower of cost (first-in, first-out) or market.
PROPERTY, PLANT AND EQUIPMENT-
Property, plant and equipment are stated at cost. Depreciation is provided
in amounts to relate the cost of depreciable assets to operations over their
estimated useful lives using straight-line and accelerated methods over
15 to 39 years for buildings and improvements and 3 to 7 years for machinery
and equipment.
-60-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 2002
(Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
INTANGIBLES-
Product development costs and other intangible assets consist principally of
manufacturing technology and represent the fair market value assigned to such
assets net of accumulated amortization through December 31, 2001 of
$1,075,732.
Effective January 1, 2002, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets.
In accordance with this statement, amortization of the existing intangible
assets was discontinued. The Company evaluates the product development costs
for potential impairment annually. There was no impairment of intangibles
for the year ended December 31, 2002. Amortization expense was $93,888 for
the year ended December 31, 2001.
INCOME TAXES-
No provision for federal or state income tax is provided in the accompanying
financial statements since the partners are required to report their
proportionate share of the Joint Venture's income or loss on their respective
tax returns in accordance with the Internal Revenue Code and applicable state
law.
RETIREMENT PLAN-
The Joint Venture maintains a defined benefit pension plan covering
substantially all union employees. Pension benefits are determined annually
by consulting actuaries and are generally based on a fixed amount for each
year of service. The qualified plan is funded in accordance with the
collective bargaining agreement and to meet the funding requirements of the
Internal Revenue Code and the Employee Retirement Income Security Act of 1974.
CASH EQUIVALENTS-
For purposes of the statement of cash flows, the Joint Venture considers all
time deposits, certificates of deposit and other highly liquid investments
purchased with original maturities of three months or less to be cash
equivalents.
NOTE 2 - INVENTORIES
Inventories at December 31, 2002 and 2001 consisted of:
2002 2001
Finished goods $ 70,588 138,209
Raw materials 158,344 206,032
Work in process 248,563 237,014
Supplies 28,856 14,224
------- -------
Total $506,351 595,479
======= =======
-61-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 2002
(Continued)
NOTE 3 - NOTE PAYABLE
The Joint Venture maintains a revolving credit agreement with its bank that
provides for borrowings of up to $500,000 at the prime rate. Borrowings
under the credit agreement are guaranteed by the Joint Venture's partners and
are secured by a pledge of the general assets of the Joint Venture. There
were no borrowings at December 31, 2002 and 2001.
NOTE 4 - RETIREMENT PLAN
The Joint Venture maintains a defined benefit pension plan covering
substantially all union employees. The funded status and net periodic
benefit cost recognized in the accompanying financial statements
consisted of:
2002 2001
Change in benefit obligations:
Benefit obligation - January 1, $ 288,768 380,438
Service cost 10,393 12,822
Interest cost 22,106 29,261
Actuarial (gain) loss 56,049 34,836
Settlements paid (31,429) (168,589)
Benefits paid (4,726) -
------- -------
Benefit obligation December 31, 341,161 288,768
------- -------
Change in plan assets:
Fair value of plan assets - January 1, 320,721 458,384
Actual return on plan assets 16,096 20,343
Employer contributions 16,013 10,583
Settlements paid (31,429) (168,589)
Benefits paid (4,726) -
------- -------
Fair value of plan assets -
December 31, 316,675 320,721
------- -------
Funded status (24,486) 31,953
Unrecognized net loss 125,363 97,524
Unrecognized prior service cost 22,395 24,860
Unrecognized net transition obligation 2,939 3,407
------- -------
Prepaid pension expense -
December 31, $ 126,211 157,744
======= =======
-62-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 2002
(Continued)
NOTE 4 - RETIREMENT PLAN (Continued)
2002 2001
Components of net periodic benefit costs:
Service cost $ 35,514 12,822
Interest cost 22,106 29,261
Return on plan assets:
Actual (16,096) (20,343)
Deferred (8,823) (15,599)
Recognition of previously
unrecognized gain 8,691 17,146
Amortization of unrecognized net
transition obligation 468 468
Amortization of prior service cost 2,465 2,465
Amortization of unrecognized net loss 3,222 2,556
------- -------
Periodic benefit cost $ 47,547 28,776
======= =======
Pension plan assets are invested primarily in group annuity contracts
valued at contract value. Significant actuarial assumptions used in the
above computations include the following:
2002 2001
Assumed discount rate 6.75% 7.50%
Expected long-term rate of return
on plan assets 7.75% 7.75%
Average remaining service period 18 years 18 years
NOTE 5 - RELATED PARTY TRANSACTIONS
The Joint Venture had 2002 and 2001 sales to Vulcan of approximately
$1,783,000 and $905,000, respectively, and 2002 and 2001 sales to Brunswick
of approximately $4,109,000 and $3,016,000, respectively. For the
period from April 30, 2001 through December 31, 2001, Vulcan was solely
responsible for the operations of the Joint Venture.
By agreement, the Joint Venture produced pins for Brunswick at an agreed-upon
selling price in 2001. In addition, in 2001 Brunswick contributed $256,900,
included in sales in the statement of income, for its agreed portion of the
2001 operating expenses. The price paid for pins by Vulcan in 2001 was based
on the remaining operating costs and expenses, resulting in no income or loss
for the period April 30 through December 31, 2001.
-63-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 2002
(Continued)
NOTE 5 - RELATED PARTY TRANSACTIONS (Continued)
As indicated by the statement of income, the Joint Venture had net income of
$133,516 for the period January 1 through April 30, 2001. As a result of the
agreement, there was no income for the period April 30 through December 31,
2001.
The Joint Venture paid accounting and administrative fees of $30,000 and
$110,000 to Vulcan in 2002 and 2001, respectively.
Accounts receivable from Brunswick amounted to $26,000 and $324,000 at
December 31, 2002 and 2001, respectively. Accounts receivable from Vulcan
amounted to $184,000 and $517,000 at December 31, 2002 and 2001, respectively.
NOTE 6 - RISKS AND UNCERTAINTIES
The Joint Venture is involved in various claims and legal proceedings involving
matters incidental to its business. Management believes that the resolution of
these matters will not have a material effect on the Joint Venture's business or
financial condition.
The Joint Venture currently purchases all its bowling pin bases from one
manufacturer. Any disruption in the supply of the bowling pin bases could
cause a delay in manufacturing which could negatively affect operating
results.
At December 31, 2002 approximately 80% of the Joint Venture's workforce was
subject to a collective bargaining agreement that expires in 2006.
Financial instruments which potentially subject the Joint Venture to
concentrations of credit risk are cash investments which may, at times,
exceed federally-insured limits. Management places the Joint Venture's cash
investments with high-quality financial institutions. Management believes
no significant concentration of credit risk exists with respect to these
cash investments.
-64-
Exhibit 99.4
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Vulcan International Corporation
(the "Company") on Form 10-K for the period ending December 31, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the
"Report"), ,I, Benjamin Gettler, Chairman of the Board and Chief Executive
Office of the Company and Vernon E. Bachman, Principal Financial Officer,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) and
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
/s/ Benjamin Gettler /s/ Vernon E. Bachman
------------------------- ----------------------------
Benjamin Gettler Vernon E. Bachman
Chairman of the Board and Prinicpal Financial Officer
Chief Executive Officer March 28, 2003
March 28,2003
-65-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Vulcan International Corporation has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
VULCAN INTERNATIONAL CORPORATION
/s/ Benjamin Gettler
------------------------------
By: Benjamin Gettler
Chairman of the Board,
President and Chief Executive Officer
/s/ Vernon E. Bachman
------------------------------
By: Vernon E. Bachman
Vice President, Secretary-Treasurer
Principal Accounting Officer
Date: March 28, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
/s/ Benjamin Gettler /s/ Leonard Aconsky
-------------------------- ---------------------------
By: Benjamin Gettler By: Leonard Aconsky
(Director) (Director)
/s/ Stanley I. Rafalo
--------------------------
By: Stanley I. Rafalo
(Director)
-66-
CERTIFICATIONS
In connection with the Annual Report of Vulcan International Corporation
on Form 10-K for the period ending December 31, 2002, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Benjamin Gettler, Chairman of the Board and Chief Executive Officer of
Vulcan International Corporation, certify, that:
(1) I have reviewed this annual report on Form 10-K of Vulcan
International Corporation;
(2) Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this annual report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations,
and cash flows of the registrant as of, and for, the periods
presented in this annual report;
(4) The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures, as
defined in Exchange Act Rules 13a-14 and 15d-14, for the registrant
and have:
a. Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which the
annual report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure
control and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and
c. Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date.
(5) The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of the registrant's board of directors:
a. All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize, and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls.
(6)
The registrant's other certifying officer and I have indicated in
this annual report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
/s/ Benjamin Gettler
-------------------------------------
Benjamin Gettler
Chairman of the Board and
Chief Executive Officer
March 28,2003
-67-
CERTIFICATIONS
In connection with the Annual Report of Vulcan International Corporation
on Form 10-K for the period ending December 31, 2002, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Vernon E. Bachman, Vice President and Secretary-Treasurer of Vulcan
International Corporation, certify, that:
(1) I have reviewed this annual report on Form 10-K of Vulcan
International Corporation;
(2) Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this annual report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations,
and cash flows of the registrant as of, and for, the periods
presented in this annual report;
(4) The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures, as
defined in Exchange Act Rules 13a-14 and 15d-14, for the registrant
and have:
a. Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which the
annual report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure
control and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and
c. Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date.
(5) The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of the registrant's board of directors:
a. All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize, and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls.
(6)
The registrant's other certifying officer and I have indicated in
this annual report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
/s/ Vernon E. Bachman
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Vernon E. Bachman
Vice President and
Secretary-Treasurer
March 28,2003
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