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UNITED STATES ___________________________________________ FORM 10-Q |
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(Mark One) |
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[X] |
Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended SEPTEMBER 30, 2003, or |
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[ ] |
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from ______________________ to ______________________. |
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Commission File Number: 0-4791 |
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PAUL MUELLER COMPANY (exact name of registrant as specified in its charter) |
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MISSOURI |
44-0520907 (I.R.S. employer identification no.) |
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1600 W. PHELPS ST., SPRINGFIELD, MISSOURI (address of principal executive offices) |
65802 (zip code) |
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Registrant's telephone number, including area code: (417) 831-3000
(former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of shares outstanding of the issuer's Common Stock as of November 7, 2003: 1,193,771
END OF PAGE 1
PART I
-- FINANCIAL INFORMATIONThe condensed financial statements included herein have been prepared by the Registrant without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements, prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to such rules and regulations, although the Registrant believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in connection with the financial statements and the notes thereto included in the Registrant's latest annual report on Form 10-K. This report reflects all adjustments of a normal recurring nature that are, in the opinion of management, necessary for a fair statement of the results for the interim period.
END OF PAGE 2
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PAUL MUELLER COMPANY AND SUBSIDIARIES |
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Current Assets: Cash and cash equivalents Accounts receivable, less reserve of $967 at 9-30-2003, and $933 at 12-31-2002, for doubtful accounts Costs and estimated earnings in excess of billings Inventories -- Raw materials and components Work-in-process Finished goods Prepayments Total Current Assets Property, Plant & Equipment Less -- Accumulated depreciation Net Property, Plant & Equipment Other Assets |
Sept. 30, $ 1,359 23,816 2,275 $ 10,081 7,666 3,214 $ 20,961 820 $ 49,231 $ 71,329 49,541 $ 21,788 6,522 $ 77,541 ====== |
Dec. 31, $ 702 22,983 2,995 $ 8,093 2,953 1,283 $ 12,329 770 $ 39,779 $ 69,433 47,239 $ 22,194 6,364 $ 68,337 ====== |
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LIABILITIES AND SHAREHOLDERS' INVESTMENT Current Liabilities: Short-term bank borrowings Current maturities of long-term debt Accounts payable Accrued expenses Advance billings Billings in excess of costs and estimated earnings Total Current Liabilities Long-Term Pension Liabilities Other Long-Term Liabilities Contingencies Shareholders' Investment: Common stock, par value $1 per share -- Authorized 20,000,000 shares -- Issued 1,369,475 shares at 9-30-2003 and 1,360,775 shares at 12-31-2002 Preferred stock, par value $1 per share -- Authorized 1,000,000 shares -- No shares issued Paid-in surplus Retained earnings Less -- Treasury stock, 175,704 shares at 9-30-2003 and at 12-31-2002, at cost Deferred compensation Accumulated other comprehensive loss |
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The accompanying notes are an integral part of these consolidated condensed balance sheets. |
END OF PAGE 3
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PAUL MUELLER COMPANY AND SUBSIDIARIES |
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Three Months Ended September 30 |
Nine Months Ended |
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2003 $ 29,720 22,694 $ 7,026 5,596 $ 1,430 $ 16 (24) 41 $ 33 $ 1,463 461 $ 1,002 15 $ 1,017 ====== $ 0.87 $ 0.86 |
2002 $ 36,680 29,989 $ 6,691 5,191 $ 1,500 $ 29 (4) 98 $ 123 $ 1,623 618 $ 1,005 5 $ 1,010 ====== $ 0.87 $ 0.87 |
2003 $ 87,260 67,691 $ 19,569 15,619 $ 3,950 $ 34 (60) 281 $ 255 $ 4,205 1,499 $ 2,706 13 $ 2,719 ====== $ 2.33 $ 2.31 |
2002 $ 77,791 63,464 $ 14,327 15,056 $ (729) $ 74 (8) 257 $ 323 $ (406) (88) (318) (10) $ (328) ====== $(0.28) $(0.28) |
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The accompanying notes are an integral part of these consolidated condensed statements. |
END OF PAGE 4
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PAUL MUELLER COMPANY AND SUBSIDIARIES |
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Nine Months Ended |
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2003 $ 2,719 (13) 265 2,969 (3) (1,098) 720 (8,632) (50) (173) (1,224) 3,035 7,102 204 (1,231) $ 4,590 $ -- - -- 20 (2,475) $ (2,455) $ 905 - -- (239) (2,144) $ (1,478) $ 657 702 $ 1,359 ====== $ 1,493 $ 52 |
2002 $ (328) 10 130 2,422 5 (4,066) (878) (6,407) 130 114 4,639 1,898 3,347 1,687 129 $ 2,832 $ 1,000 (1,000) 1 (3,775) $ (3,774) $ 1,000 1,251 -- (2,130) $ 121 $ (821) 1,921 $ 1,100 ====== $ 28 $ 9 |
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The accompanying notes are an integral part of these consolidated condensed statements. |
END OF PAGE 5
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PAUL MUELLER COMPANY AND SUBSIDIARIES |
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1. |
The consolidated condensed financial statements include the accounts of Paul Mueller Company (Registrant) and its wholly owned subsidiaries, Mueller Transportation, Inc., and Mueller Field Operations, Inc. (Companies). A summary of the significant accounting policies is included in Note 1 to the consolidated financial statements included in the Registrant's annual report on Form 10-K for the year ended December 31, 2002. |
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2. |
Revenue from sales of fabricated products is recognized upon passage of title to the customer. Passage of title may occur at the time of shipment from the Registrant's dock, at the time of delivery to the customer's location, or when projects are completed at the customer's location and accepted by the customer. For large multi-unit projects that are fabricated in the plant, revenue is recognized under the units-of-delivery method, which is a modification of the percentage-of-completion method of accounting for contracts. The units-of-delivery method recognizes as revenue the contract price of units completed and shipped or delivered to the customer (as determined by the contract) or completed and accepted by the customer at their location. The applicable manufacturing cost of each unit is identified and charged to cost of sales as revenue is recognized. Revenues from long-term contracts that involve only a few deliverables and that meet the requirements of Statement of Position 81-1, "Accounting for Performance of Construction-Type and Certain Production-Type Contracts," are recognized on the percentage-of-completion method of accounting. For plant-fabricated projects, percentage of completion is determined by comparing total manufacturing hours incurred to date for each project to estimated total manufacturing hours for each project. For field-fabricated projects, percentage of completion is determined by comparing costs incurred to date for each contract to the estimated total costs for each contract at completion. Estimates of total manufacturing hours and total contract costs for relevant contracts are reviewed continually and, if necessary, updated to properly state the estimates. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Cos ts and estimated earnings in excess of billings on uncompleted contracts arise when costs have been incurred and revenues have been recorded, but the amounts are not yet billable under the terms of the contracts. Such amounts are recoverable from customers upon various measures of performance, including achievement of certain milestones, completion of specified units, or completion of the contract. Billings in excess of costs and estimated earnings on uncompleted contracts arise as a result of advance and progress billings on contracts. Costs and estimated earnings on uncompleted contracts and related amounts billed as of September 30, 2003, and December 31, 2002, were as follows: |
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September 30, $ 33,397,746 10,469,817 $ 43,867,563 41,821,467 $ 2,046,096 ========== |
December 31, $ 18,651,104 6,381,035 $ 25,032,139 22,062,207 $ 2,969,932 ========== |
END OF PAGE 6
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Amounts included in the accompanying Consolidated Condensed Balance Sheets at September 30, 2003, and December 31, 2002, under the following captions were: |
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September 30, $ 2,275,163 (229,067) $ 2,046,096 ========== |
December 31, $ 2,994,932 (25,000) $ 2,969,932 ========== |
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Costs and estimated earnings in excess of billings and billings in excess of costs and estimated earnings relate to contracts in progress and are included in the accompanying Consolidated Condensed Balance Sheets as current assets and current liabilities, respectively, as they will be liquidated in the normal course of contract completion, although completion of certain long-term contracts may require more than one year. |
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3. |
Inventory is recorded at the lower of cost, on a last-in, first-out (LIFO) basis, or market. Because the inventory determination under the LIFO method can only be made at the end of each fiscal year based on the inventory levels and costs at that time, interim LIFO determinations, including those at September 30, 2003, must necessarily be based on management's estimate of expected year-end inventory levels and costs. Since estimates of future inventory levels and prices are subject to many factors beyond the control of management, interim financial results are subject to final year-end LIFO inventory amounts. Accordingly, LIFO inventory components reported for the period ended September 30, 2003, are estimates based on management's knowledge of the Registrant's production cycle, the costs associated with this cycle, and the sales and purchasing volume of the Registrant. |
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4. |
The following table sets forth the computation of basic and diluted earnings (loss) per common share: |
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Three Months Ended |
Nine Months Ended |
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2003 $ 1,017,000 ========= 1,168,021 13,736 1,181,757 ========= $ 0.87 $ 0.86 |
2002 $ 1,010,000 ========= 1,168,021 5,911 1,173,932 ========= $ 0.87 $ 0.87 |
2003 $ 2,719,000 ========= 1,168,021 10,520 1,178,541 ========= $ 2.33 $ 2.31 |
2002 $ (328,000) ========= 1,168,021 -- 1,168,021 ========= $ (0.28) $ (0.28) |
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5. |
As of September 30, 2003, the Registrant had stock-based compensation plans for employees and nonemployee directors. The Registrant accounts for those plans under the recognition and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. No stock-based compensation cost has been reflected in net income, as all options granted under those plans had an exercise price equal to or greater than the market value of the underlying common stock on the date of the grants. |
END OF PAGE 7
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The following table illustrates the effect on net income (loss) and earnings (loss) per share if the Registrant had applied the fair value recognition provisions of Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation," to stock-based employee and nonemployee director compensation. |
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Three Months Ended |
Nine Months Ended |
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2003 $ 1,017,000 18,000 $ 999,000 ======== $ 0.87 $ 0.86 $ 0.86 $ 0.85 |
2002 $ 1,010,000 13,000 $ 997,000 ======== $ 0.87 $ 0.85 $ 0.87 $ 0.85 |
2003 $ 2,719,000 48,000 $ 2,671,000 ======== $ 2.33 $ 2.29 $ 2.31 $ 2.27 |
2002 $ (328,000) 37,000 $ (365,000) ======== $(0.28) $(0.31) $(0.28) $(0.31) |
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6. |
The Registrant has three reportable segments: Industrial Equipment, Dairy Farm Equipment, and Field Fabrication. Net sales include revenues from sales to unaffiliated and affiliated customers before elimination of intersegment sales. Intersegment eliminations are primarily sales from the Industrial Equipment segment to the Field Fabrication segment. The "Other/Corporate" classification includes other revenues and expenses and corporate other income (expense). Net sales and profitability for each segment for the three months and nine months ended September 30, 2003 and 2002, were as follows: |
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Dairy Farm |
Industrial |
Field |
Other |
Intersegment |
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Three Months Ended 9-30-03 |
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Net sales |
$ 4,522 |
$ 22,838 |
$ 1,069 |
$ 1,475 |
$ (184) |
$ 29,720 |
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Three Months Ended 9-30-02 |
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Net sales |
$ 5,138 |
$ 24,854 |
$ 6,590 |
$ 1,244 |
$ (1,146) |
$ 36,680 |
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Nine Months Ended 9-30-03 |
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Net sales |
$ 11,239 |
$ 67,388 |
$ 7,006 |
$ 3,056 |
$ (1,429) |
$ 87,260 |
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Nine Months Ended 9-30-02 |
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Net sales |
$ 15,457 |
$ 52,348 |
$ 8,932 |
$ 2,898 |
$ (1,844) |
$ 77,791 |
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7. |
The Registrant reports comprehensive income (loss) and its components in accordance with Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income." Comprehensive income and its components, net of tax, are summarized below: |
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Three Months Ended September 30 |
Nine Months Ended |
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Net income (loss) |
2003 $1,017,000 |
2002 $1,010,000 |
2003 $2,719,000 |
2002 $ (328,000) |
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END OF PAGE 8
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8. |
The Registrant has a $7,000,000 bank borrowing facility that expires on May 31, 2004. Borrowings under the facility incur interest at the LIBOR Daily Floating Rate plus 1.75%. At September 30, 2003, $5,088,000 was outstanding under the facility. The Registrant also has a $2,750,000 standby letter-of-credit facility; and as of September 30, 2003, there were standby letters of credit totaling $582,800 issued under the facility, with all to expire within one year. In addition, the Registrant has a long-term note outstanding as of September 30, 2003, in the principal amount of $834,000. The note is repayable in quarterly installments of $104,250 with the final payment due August 2, 2005, and with a variable interest rate of the LIBOR Daily Floating Rate plus 1.75%. The note is secured by equipment with a cost of $1,563,000. |
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9. |
The Companies provide warranty reserves for product defects as they become known, as a significant portion of the Companies' sales are custom-fabricated products built to customer specifications. Warranty claims tend to occur shortly after delivery of a project; and a provision for estimated warranty expense is made at the time of notification by the customer of a defect in material or workmanship. Service department personnel handle all notifications from customers concerning warranty claims, prepare an estimate of the cost to repair or replace the defective item, and establish a reserve for each specific claim. Warranty claim reserves are reviewed monthly; and reserves are adjusted to properly reflect the remaining estimated costs to complete the repair or replacement. The following is a reconciliation of changes in the warranty reserve for the nine months ended September 30, 2003: |
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Beginning balance -- December 31, 2002 |
$ 894,523 |
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10. |
A lawsuit was filed in May 2002 against the Registrant alleging breach-of-contract/breach-of-express-warranty in connection with the sale of a heat exchanger in October 2000. The Plaintiff alleges in the suit that it has suffered direct, consequential, and incidental damages in excess of $3,100,000. The suit is scheduled for trial in December 2003. The Registrant believes, at this time, it is not feasible to determine the likelihood of an unfavorable outcome or the amount of the potential liability, if any. The Registrant believes it has a meritorious defense and intends to vigorously defend the lawsuit. The Registrant and its subsidiaries are involved in other legal proceedings incident to the conduct of their business. It is management's opinion that none of these matters will have a material adverse effect on the consolidated financial position, results of operations, or cash flows. |
END OF PAGE 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
PAUL MUELLER COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
OPERATING RESULTS AND FINANCIAL CONDITION
The following is Management's discussion and analysis of the significant factors that have affected the results and financial condition reflected in the Registrant's accompanying Consolidated Condensed Financial Statements.
Safe Harbor For Forward-Looking Statements -- This Management's Discussion and Analysis of Operating Results and Financial Condition contains certain statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. All statements regarding future performance, growth, sales and earnings projections, conditions, or developments are forward-looking statements. Words such as "anticipates," "believes," "intends," "expects," "may," "will," "should," "could," "plans," "forecasts," "estimates," "predicts," "projects," "potential," "continue," "outlook," and similar expressions may be intended to identify forward-looking statements.
Actual future results may differ materially from those described in the forward-looking statements due to a variety of factors, including the fact that the economy generally, and the dairy farm equipment, industrial equipment and field-fabrication markets specifically, are all currently subject to uncertainty, making it difficult to determine if past experience is a good guide to the future. A downturn in the Registrant's business segments could adversely affect the Registrant's revenues and results of operations. Other factors affecting forward-looking statements, some of which are identified in the discussion relating to such forward-looking statements, include, but are not limited to, the following: specific economic conditions in the food, dairy, beverage, chemical, pharmaceutical, biotechnological, and other process industries, and the dairy farm equipment market and the impact of such conditions on the Registrant's customers in such markets; the cyclical nature of some of the Registrant's markets; milk prices, feed costs, weather conditions, dairy farm consolidation, and other factors affecting the profitability of dairy farmers; the price of stainless steel; the highly competitive nature of the markets for the Registrant's products, as well as pricing pressures that may result from such competitive conditions; business relationships with major customers and suppliers; the continued operation and viability of the Registrant's major customers; the Registrant's execution of internal performance plans; difficulties or delays in manufacturing; cost-reduction and productivity efforts; competing technologies and difficulties in entering new markets, both domestic and foreign; changes in product mix; future levels of indebtedness and capital spending; claims, including, without limitation, warranty claims, product liability claims, charges or dispute resolutions; ability of suppliers to provide materials as needed and the Registrant's ability to recover any price increases for mate rials and product pricing; the Registrant's ability to attract and retain key technical and other personnel; labor relations; the failure of customers to make timely payment; any inadequacy of the Registrant's intellectual property protection or the potential for third-party claims of infringement; global economic factors, including currency exchange rates; general economic conditions, including interest rates, the rate of inflation, and commercial and consumer confidence; energy prices; governmental laws and regulations affecting domestic and foreign operations, including tax obligations; changes in accounting standards; worldwide political stability; the effects of terrorist activities and resulting political or economic instability, including U.S. military action overseas; and the effect of acquisitions, divestitures, restructurings, product withdrawals, and other unusual events.
The Registrant cautions the reader that these lists of cautionary statements and risk factors may not be exhaustive. The Registrant expressly disclaims any obligation or undertaking to release publicly any updates or changes to these forward-looking statements that may be made to reflect any future events or circumstances.
END OF PAGE 10
OPERATING RESULTS
Although sales were lower during the third quarter of 2003 compared to the third quarter of 2002, net income was slightly higher. Net income for the three months ended September 30, 2003, was $1,017,000 compared to net income of $1,010,000 for the three-month period ended September 30, 2002.
Net sales for the third quarter of 2003 were $6,960,000 lower than the third quarter of 2002, as sales were lower in all segments. The most significant variance occurred in the Field Fabrication segment, where sales were $5,521,000 lower during the third quarter of 2003 compared to the third quarter of 2002. The decrease in sales was due to a backlog that was 94% lower at June 30, 2003, compared to June 30, 2002, and a significant decrease in order entry year-to-date through September 30, 2003 compared to the same period for 2002. Industrial Equipment sales were $2,016,000 less for the third quarter of 2003 compared to the third quarter of 2002. The Industrial Equipment segment backlog was 11% lower at June 30, 2003, compared to June 30, 2002, and was the primary reason for the decrease in sales. Dairy Farm Equipment sales were $616,000 less during the third quarter of 2003 compared to the third quarter of 2002, as the Dairy Farm Equipment backlog at June 30, 2003, was 46% l ower than the backlog at June 30, 2002. Also, the overall decline in sales for the Dairy Farm Equipment segment occurred in the domestic market, as weak milk prices, particularly during the first half of 2003, contributed to lower order entry during the first nine months of 2003 compared to the comparable period of 2002.
The gross profit rate for the third quarter of 2003 was 23.6% compared to a gross profit rate of 18.2% for the third quarter of 2002. The improvement in the gross profit rate was principally due to a higher gross margin rate (which is a measure of the variable profit margin) and lower net manufacturing burden. Net manufacturing burden expense was lower for the third quarter of 2003, as burden was being absorbed due to the high production level, versus the third quarter of 2002, when the sales volume exceeded the level of production and inventory was reduced. Additionally, during the first nine months of 2002, over 100 new production employees were added to the Springfield facility to handle the workload due to the significant increase in the backlog. Approximately 50 of those employees were added during the third quarter of 2002, and this increased manufacturing burden expense for the third quarter of 2002, as a significant investment was incurred to obtain a sufficient numbe r of employees and to provide them with adequate training. The gross profit rate during the third quarter of 2003 was adversely affected by an increase to the LIFO reserve that was due to the higher stainless steel prices experienced during 2003. The effect of the LIFO provision was to increase cost of sales by $300,000 when comparing the third quarter results of 2003 to the third quarter results of 2002.
Selling, general, and administrative expenses were higher by $404,000 for the three months ended September 30, 2003, versus the three months ended September 30, 2002. Higher expense levels were recorded for personnel costs, insurance, legal fees, depreciation, and potential uncollectible accounts.
Other income was lower for the third quarter of 2003 compared to the third quarter of 2002, as an increased level of borrowing led to higher interest expense and lower interest income; and miscellaneous income was higher during the third quarter of 2002 compared to the third quarter of 2003.
On a segment basis, income before tax for the third quarter of 2003 for the Industrial Equipment segment was $1,010,000 versus a loss before tax of $436,000 recorded for the third quarter of 2002. Performance improved in spite of lower sales due to an improvement in the gross margin rate and a reduction in net manufacturing burden for the reason discussed above. Sales and the gross margin rate were both higher for the BioPharm product line during the third quarter of 2003 compared to the third quarter of 2002; and this contributed favorably to the overall profitability for the segment. Overall, the other product lines within the segment experienced a decline in sales during the 2003 third quarter versus the 2002 third quarter.
Income before tax for the Dairy Farm Equipment segment was $360,000 for the third quarter of 2003 compared to income before tax of $1,012,000 for the third quarter of 2002. The reduced performance was due to lower sales, coupled with a lower gross margin rate. Also, net manufacturing burden expense was greater for the third quarter of 2003 compared to the third quarter of 2002 due to the lower production and sales level, which resulted in fewer units to absorb the fixed costs. The lower sales level and production activity were due to the decrease in order entry and a decrease in backlog mentioned above.
END OF PAGE 11
The Field Fabrication segment incurred a loss of $235,000 before tax for the third quarter of 2003 compared to income before tax of $747,000 for the third quarter of 2002. The variance in results was due to significantly lower sales during the third quarter of 2003 compared to the third quarter of 2002, as the backlog at June 30, 2003, was 94% lower than the backlog at June 30, 2002.
The effective tax rate for the three months ended September 30, 2003, was 31.5% versus 38.1% for the three months ended September 30, 2002. The effective tax rate varied from the statutory tax rate (34%) for 2003 principally as a result of tax credits. The effective tax rate varied from the statutory tax rate for 2002 primarily as a result of the effect of state income taxes and the nondeductible portion of meals and entertainment expenses.
For the nine months ended September 30, 2003, net income was $2,719,000 compared to a net loss for the nine months ended September 30, 2002, of $328,000. The primary factor contributing to the improved performance was higher sales for 2003 compared to 2002.
Sales for the nine months ended September 30, 2003, were $9,469,000 greater than sales for the nine months ended September 30, 2002. The increase occurred solely within the Industrial Equipment segment, as sales declined for both the Dairy Farm Equipment and Field Fabrication segments. Sales for the Industrial Equipment segment were $15,040,000 higher for the first nine months of 2003 compared to the first nine months of 2002. The increase in sales was solely attributable to the BioPharm product line, as all other product lines within the Industrial Equipment segment had lower sales for 2003 compared to 2002 for the comparable period. The improvement in sales was due to a backlog that was 89% greater at December 31, 2002, versus December 31, 2001; and the increase in the backlog was attributable to the BioPharm product line. Sales for the Dairy Farm Equipment segment declined by $4,218,000 when comparing the first nine months of 2003 to the first nine months of 2002. The reduced leve l of sales was attributable to a beginning backlog for 2003, which was $1,954,000 less than the backlog at the beginning of 2002, coupled with a significantly lower level of order entry for the first nine months of 2003 versus the first nine months of 2002. Field Fabrication sales were $1,926,000 less for the first nine months of 2003 versus the first nine months of 2002. The reduction in sales was the result of the significantly lower order entry level during the first nine months of 2003 versus the first nine months of 2002.
The gross profit rate for the nine months ended September 30, 2003, was 22.4% compared to a gross profit rate of 18.4% for the comparable period of 2002. The improvement in the gross profit rate was primarily attributable to the increase in sales and an increase in the gross margin rate, which is a measure of the variable profit margin. The gross profit rate for 2003 was adversely affected by higher net manufacturing burden primarily due to the higher sales volume. Additionally, as a result of the increase in stainless steel pricing during 2003, the LIFO reserve was increased, which increased the cost of sales by $434,000 when comparing the first nine months of 2003 to the first nine months of 2002.
Selling, general, and administrative expenses were $563,000 higher for the first nine months of 2003 versus the first nine months of 2002. Higher expenses were recorded for personnel costs, trade shows, legal fees, insurance, and provisions for potentially uncollectible accounts.
Other income for the nine months ended September 30, 2003, was $68,000 lower than the nine months ended September 30, 2002, as increased borrowing needs led to higher interest expense and a decrease in interest income.
The effective tax rates for the nine months ended September 30, 2003 and 2002, were 35.6% and 21.7%, respectively. These rates varied from the statutory rate (34%) primarily due to the effect of state income taxes and nondeductible meals and entertainment expenses.
On a segment basis, income before tax for the nine months ended September 30, 2003, was $2,736,000 for the Industrial Equipment segment compared to a loss of $4,074,000 for the comparable period of 2002. The improvement in results primarily related to an increase in sales of $15,040,000, coupled with an increase in the gross margin rate. For the Dairy Farm Equipment segment, income before income tax was $675,000 for the nine months ended September 30, 2003, compared to income before tax of $2,719,000 for the comparable period of 2002. The primary reason for the decrease in results was a decrease in sales of $4,218,000 for 2003 compared to 2002. Field Fabrication recorded income before income tax of $166,000 for the nine months ended September 30, 2003, compared to income before tax of $329,000 for the comparable period of 2002. A reduction in sales of $1,926,000 for 2003 compared to 2002 was the primary reason for the lower level of income before tax.
END OF PAGE 12
Market risks relating to the Registrant's operations result primarily from changes in foreign-exchange rates and stainless steel prices. The Registrant periodically enters into foreign-exchange forward or spot contracts to hedge the exposure to foreign-currency-denominated purchase transactions. Forward contracts generally have durations of less than three months. Foreign-currency-denominated purchases were $316,000 and $1,054,000 for the nine months ended September 30, 2003 and 2002, respectively. There were no foreign-exchange forward contracts outstanding at September 30, 2003 and 2002. There was approximately $94,000 in foreign currencies held at September 30, 2003, and $19,000 held at September 30, 2002. The risk of an increase in stainless steel prices, which can significantly impact large Industrial Equipment and Field Fabrication segment projects that extend over several months, is managed by contracting for stainles s steel at the time the project is obtained.
Concentration of credit risk, with respect to receivables, is limited due to the large number of customers and their dispersion across a wide geographic area. The Registrant performs credit evaluations on new customers and periodically reviews the financial condition of existing customers. For Industrial Equipment orders and Field Fabrication segment projects, down payments and/or progress payments are generally required based on the dollar value of the order and customer creditworthiness. Foreign receivables generally are secured by irrevocable letters of credit confirmed by major U.S. banks.
Looking to the balance of 2003, there are factors that could affect the results of operations. Although the average price of milk domestically has increased over the last four months and feed costs are expected to remain favorable for the balance of the year, demand for Dairy Farm Equipment products is not expected to increase in the near term as dairy farmers are still recovering from the effects of the very low milk prices during the last twelve months ended June 30, 2003. Any further decline in milk prices could have an adverse effect on order entry, sales, and profitability for the Dairy Farm Equipment segment.
Current economic conditions and the weak capital expenditure level in the United States have had an adverse effect on order entry for the Industrial Equipment and Field Fabrication segments; and for the first nine months of 2003, new orders entered are down 21% and 89%, respectively, compared to the comparable period of 2002. Within the Industrial Equipment segment, the biopharm product line has also been affected and has experienced a 24% decline in order entry for the first nine months of 2003 versus the first nine months of 2002. A continuing low rate of capital expenditures may have an adverse effect on order entry and sales and on profitability for the segments for the balance of the year and into the next year. Also, as a result of the low level of capital expenditures, pricing continues to be very competitive for the projects that are available. The aggressive pricing environment may adversely affect the number of projects that can be obtained and the pr ofitability of the projects that are obtained.
The price of stainless steel has increased since the beginning of 2003 due to increased surcharges. Surcharges, which are assessed at the time of shipment from the vendor, have been implemented due to the increase in and the volatility of the market prices of nickel, chromium, and molybdenum (materials used in the production of stainless steel). The effect of surcharges on stainless steel prices may delay projects or reduce profitability if the increases cannot be passed along in the form of higher prices. The effect of higher stainless steel prices may also adversely affect the results of operations, as additional increases may be required to the LIFO reserve.
In general, the Registrant's business is not subject to seasonal variation in demand for its products. However, because orders for certain projects can be large in terms of sales dollars, a small number of large orders can have a significant impact on the Registrant's sales in any one particular quarter. As a result, a relatively small reduction or delay in the number of orders shipped or delivered or the percentage of completion achieved can have a material effect on the Registrant's results for any particular quarter. Gross margins may vary from quarter to quarter due to the variations in the profitability of large orders, as well as the mix of the various products manufactured or fabricated by the Registrant. Accordingly, the results of operations for the Registrant for any one particular quarter are not necessarily indicative of the results that may be expected for any subsequent quarter of the calendar year.
END OF PAGE 13
The backlog was $46,461,000 at September 30, 2003, compared to a backlog of $71,074,000 at September 30, 2002. The reduction in the backlog level was due to the high level of sales of $123,618,000 for the twelve months ended September 30, 2003, and a decrease in order entry of 30% during the twelve months ended September 30, 2003, compared to the comparable period of 2002. .
The backlog for the Industrial Equipment segment (exclusive of shop work for the Field Fabrication segment) was $44,204,000 and $58,368,000 at September 30, 2003 and 2002, respectively. The decrease in the Industrial Equipment segment backlog related primarily to the biopharm product line, as its backlog decreased by $11,557,000 between September 30, 2003, and September 30, 2002. The backlog for the Dairy Farm Equipment segment was $1,654,000 and $2,919,000 at September 30, 2003 and 2002, respectively. The Field Fabrication segment backlog was $603,000 at September 30, 2003, versus $9,787,000 as of September 30, 2002. Virtually all of the September 30, 2003, backlog is scheduled to be recognized as sales over the next twelve months.
The level of backlog at any quarter end is not necessarily indicative of the Registrant's future level of sales for a subsequent quarter due to extensive engineering time and the long manufacturing or fabrication cycle that is required for certain projects. Orders in backlog can be subject to delays during the fabrication process due to the complex nature of many projects. Also, orders in backlog are subject to delays in completion and/or shipment dates requested by customers. The Registrant may be unable to recognize sales for orders in backlog when initially scheduled due to delays and contingencies; and this could have a significant impact on the level of sales and the results for a subsequent quarter.
FINANCIAL CONDITION
The consolidated financial condition and the liquidity of the Registrant as of September 30, 2003, have not changed significantly since December 31, 2002. There were no major commitments for capital expenditures as of September 30, 2003.
The Registrant used internally generated funds and its borrowing facility to fund operations, capital expenditures, and dividends during the nine months ended September 30, 2003. Net cash provided by operations for the first nine months of 2003 was $4,590,000 compared to $2,832,000 for the same period for 2002. The 2003 cash flow was primarily attributable to increases in advance billings, accrued expenses, depreciation, and net income for the first nine months of 2003 compared to the first nine months of 2002. Capital expenditures for the nine months ended September 30, 2003 and 2002, were $2,475,000 and $3,775,000, respectively. Dividends paid for the first nine months of 2003 were $2,144,000 compared to $2,130,000 for the comparable period of 2002.
Management believes that its cash flow from operations and its credit facility will continue to be sufficient to satisfy the Registrant's working capital requirements, normal capital expenditure levels, and anticipated dividends. A policy requiring down payments and/or progress payments on large projects provides a favorable effect on cash flow. Management believes the bank borrowing facility can be increased, if necessary, to provide additional liquidity.
A significant economic downturn or reduction in the number of long-term contracts acquired in the biopharm systems product line or in the Field Fabrication segment could lead to contraction of the business, which would have an adverse impact on liquidity. If that occurred, the Registrant would restructure its operations to insure that cash flow from operations would be sufficient to maintain an appropriate level of liquidity.
The Registrant has a $7,000,000 bank borrowing facility that expires on May 31, 2004; and $5,088,000 had been borrowed under the facility as of September 30, 2003. Additionally, the Registrant has a facility of $2,750,000 to support standby letters of credit. As of September 30, 2003, there was $582,800 of standby letters of credit issued and outstanding under the facility; and all are set to expire within one year. The Registrant also has an $834,000 note outstanding (repayable in quarterly installments of $104,250 through August 2, 2005) that is secured by equipment.
END OF PAGE 14
NONAUDIT SERVICES OF INDEPENDENT AUDITORS -- Pursuant to Section 10A(i)(2) of the Securities Exchange Act of 1934, as added by Section 202 of the Sarbanes-Oxley Act of 2002, we are responsible for disclosing to investors the nonaudit services approved by our Audit Committee to be performed by KPMG LLP, our independent auditors. Nonaudit services are defined in the law as services other than those provided in connection with an audit or review of the financial statements of the Registrant. The Audit Committee approved nonaudit (a) tax compliance services in connection with preparation of the Registrant's tax returns, (b) research and consultation on various federal, state, and local tax issues, (c) services to assist in documentation of accounting processes and procedures, and (d) tax consulting services relative to a research and development credit review during the nine months ended September 30, 2003
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Certain information concerning market risk is set forth in Item 2 on page 13 and is incorporated herein by reference. Other disclosure requirements are not submitted because they were not applicable or they were not material.
ITEM 4. CONTROLS AND PROCEDURES
The Registrant carried out an evaluation, under the supervision and with the participation of the Registrant's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Registrant's disclosure controls and procedures as of September 30, 2003 (the evaluation date). Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the evaluation date, the Registrant's disclosure controls and procedures are effective in alerting them, on a timely basis, to material information relating to the Registrant required to be included in the Registrant's reports filed or submitted under the Exchange Act. There have been no significant changes in the Registrant's internal control over financial reporting during the Registrant's quarter ended September 30, 2003, which has materially affected, or is reasonably likely to materially affect, such internal control over financial reporting.
END OF PAGE 15
PART II
-- OTHER INFORMATIONItem 6. Exhibits and Reports on Form 8-K.
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a. |
Exhibits (10) |
The Paul Mueller Company Profit Sharing and Retirement Savings Plan, restated effective April 1, 2001, and adopted by the Registrant on March 28, 2001, was attached as Exhibit (10), page 13, of the Registrant's Form 10-Q for the quarter ended September 30, 2001, and is incorporated herein by reference. Amendments adopted by the Registrant on January 8, 2002, were attached as Exhibit (10), page 12, of the Registrant's Form 10-Q for the quarter ended March 31, 2002, and are incorporated herein by reference. |
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i. |
The Nonstandardized Adoption Agreement -- Prototype Cash or Deferred Profit-Sharing Plan was adopted by the Registrant on September 29, 2003 |
17 |
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ii. |
The Loan Policy Document was adopted by the Registrant on September 29, 2003 |
63 |
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(31.1) |
Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 |
74 |
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(31.2) |
Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 |
75 |
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(32.1) |
Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 |
76 |
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(32.2) |
Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 |
77 |
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b. |
Reports on Form 8-K -- A Form 8-K for the Registrant's second quarter earnings release was filed on July 21, 2003, and is incorporated herein by reference. No other Form 8-Ks have been filed during the three months ended September 30, 2003. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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PAUL MUELLER COMPANY |
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END OF PAGE 16
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Case #: QK61757 THIS SPECIMEN PLAN DOCUMENT HAS BEEN PREPARED BY DIVERSIFIED INVESTMENT ADVISORS SOLELY AS A GUIDE FOR THE EMPLOYER'S ATTORNEY AND IS, OF COURSE, SUBJECT TO HIS OR HER LEGAL REVIEW AND ADVICE. IN ADOPTING THE PLAN, CERTAIN FORMAL STEPS SHOULD BE TAKEN TO CONFIRM THE VALIDITY AND EFFECTIVE DATE OF SUCH ADOPTION. AS A GENERAL RULE, IT IS ADVISABLE TO RECORD IN THE MINUTES OF A MEETING OF THE EMPLOYER'S BOARD OF DIRECTORS A BRIEF SUMMARY OF THE ACTION TAKEN WITH RESPECT TO THE PLAN AS WELL AS A RECITATION OF THE ADOPTION DATE AND THE EFFECTIVE DATE, IF DIFFERENT. THE ULTIMATE RESPONSIBILITY, OF COURSE, FOR THE TIMELY AND PROPER ADOPTION OF THE PLAN RESTS WITH THE EMPLOYER AND ITS ATTORNEY. |
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END OF PAGE 17
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NONSTANDARDIZED ADOPTION AGREEMENT |
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The Employer named below hereby establishes a Cash or Deferred Profit-Sharing Plan for eligible Employees as provided in this Adoption Agreement and the accompanying Basic Plan Document #01. |
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I. |
EMPLOYER INFORMATION |
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A. |
Name and Address: Paul Mueller Company 1600 West Phelps Street Springfield, MO 65802 |
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B. |
Telephone Number: (417) 831-3000 |
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C. |
Employer's Tax ID Number: 44-0520907 |
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D. |
Form of Business: |
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[ ] |
1. |
Sole Proprietor |
[ ] |
5. |
Limited Liability Company |
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[ ] |
2. |
Partnership |
[ ] |
6. |
Limited Liability Partnership |
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[X] |
3. |
Corporation |
[ ] |
7. |
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[ ] |
4. |
S Corporation |
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E. |
Is The Employer Part of A Controlled Group? |
[X] |
Yes |
[ ] |
No |
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F. |
Name of Plan: Paul Mueller Company Profit Sharing and Retirement Savings Plan |
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G. |
Three Digit Plan Number: 006 |
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H. |
Employer's Tax Year End: 12/31 |
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I. |
Employer's Business Code: 332900 |
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II. |
EFFECTIVE DATE |
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A. |
New Plan: This is a new Plan having an Effective Date of . |
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B. |
Amended and Restated Plans: This is an amendment or restatement of an existing Plan. The initial Effective Date of the Plan was . The Effective Date of this amendment or restatement is . |
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1 |
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END OF PAGE 18
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C. |
Amended or Restated Plans for GUST: This is an amendment or restatement of an existing Plan to comply with GUST [The Uruguay Round Agreements, Pub. L. 103-465 (GATT); The Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353 (USERRA); The Small Business Job Protection Act of 1996, Pub. L. 104-188 (SBJPA) [including Section 414(u) of the Internal Revenue Code]; The Taxpayer Relief Act of 1997, Pub. L. 105-34 (TRA'97); The Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206 (IRSRRA); and The Community Renewal Tax Relief Act of 2000, Pub. L. 106-554 (CRA)]. The initial Effective Date of the Plan was January 1, 1989 . Except as provided for in the Plan, the Effective Date of this amendment or restatement is June 1, 2002 . (The restatement date should be no earlier than the first day of the current Plan Year. The Plan contains appropriate retroactive Effective Dates with respect to provisions of GUST.) |
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Pursuant to Code Section 411(d)(6) and the Regulations issued thereunder, an Employer cannot reduce, eliminate or make subject to Employer discretion any Code Section 411(d)(6) protected benefit. Where this Plan document is being adopted to amend another plan that contains a protected benefit not provided for in the Basic Plan Document #01, the Employer may complete Schedule A as an addendum to this Adoption Agreement. Schedule A describes such protected benefits and shall become part of this Plan. If a prior plan document contains a plan feature not provided for in the Basic Plan Document #01, the Employer may attach Schedule B describing such feature. Provisions listed on Schedule B are not covered by the IRS Opinion Letter issued with respect to the Basic Plan Document #01. |
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D. |
Effective Date for Elective Deferrals: If different from above, the Elective Deferral provisions shall be effective . |
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III. |
DEFINITIONS |
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A. |
"Compensation" Select the definition of Compensation, the Compensation Computation Period, any Compensation Dollar Limitation, and Exclusions from Compensation for each Contribution Type from the options listed below. Enter the letter of the option selected on the lines provided below. Leave the line blank if no election needs to be made. |
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Employer |
Compensation |
Compensation |
Compensation |
Exclusions |
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All Contributions |
d |
a |
$_____ |
_____ |
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Discretionary |
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_____ |
$_____ |
_____ |
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Non-Safe Harbor Match |
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_____ |
$_____ |
a |
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QNEC/QMAC |
_____ |
_____ |
$_____ |
_____ |
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Elective Deferrals |
_____ |
_____ |
$_____ |
i |
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Voluntary After-tax |
_____ |
_____ |
$_____ |
_____ |
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Required After-tax |
_____ |
_____ |
$_____ |
_____ |
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Safe Harbor |
_____ |
_____ |
$_____ |
_____ |
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Non-Safe Harbor Match |
_____ |
_____ |
$_____ |
a |
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Antidiscrimination |
Compensation |
Compensation |
Compensation |
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ADP/ACP |
d |
a |
$__________ |
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2 |
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END OF PAGE 19
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Compensation Computation Periods must be consistent for all contribution types, except discretionary. If different Computation Periods are selected, the selection for ADP/ACP testing will be deemed to be the election for all purposes except for Discretionary Contributions. |
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1. |
Compensation Definition: |
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a. |
Code Section 3401(a) -- W-2 Compensation subject to income tax withholding at the source. |
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b. |
Code Section 3401(a) -- W-2 Compensation subject to income tax withholding at the source, with all pre-tax contributions added. |
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c. |
Code Section 6041/6051 -- Income reportable on Form W-2. |
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d. |
Code Section 6041/6051 -- Income reportable on Form W-2, with all pre-tax contributions added. |
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e. |
Code Section 415 - All income received for services performed for the Employer. |
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f. |
Code Section 415 - All income received for services performed for the Employer, with all pre-tax contributions excluded. |
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The Code Section 415 definition will always apply with respect to sole proprietors and partners. |
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2. |
Compensation Computation Period: |
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a. |
Compensation paid during a Plan Year while a Participant. |
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b. |
Compensation paid during the entire Plan Year. |
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c. |
Compensation paid during the Employer's fiscal year. |
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d. |
Compensation paid during the calendar year. |
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3. |
Compensation Dollar Limitation: The dollar limitation section does not need to be completed unless Compensation of less than the Code Section 401(a)(17) limit of $160,000 (as indexed) is to be used. |
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4. |
Exclusions from Compensation (non-integrated plans only): |
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a. |
There will be no exclusions from Compensation under the Plan. |
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b. |
Any amount included in a Participant's gross income due to the application of Code Sections 125, 132(f)(4), 402(h)(1)(B), 402(e) or 403(b) will be excluded from the definition of Compensation under the Plan. |
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c. |
Overtime |
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d. |
Bonuses | |||