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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, 1997
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
Indicated 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, 1998, 1,211,344 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 $44,214,056.
DOCUMENTS INCORPORATED BY REFERENCE
Documents Incorporated by Reference Applicable Part of Form 10-K
- ----------------------------------- ----------------------------
Annual Report to Shareholders for the
Year Ended December 31, 1997 Part I and II
Proxy Statement Dated April 6, 1998 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 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,
1997, are set forth in Note 12 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 PRODUCTS-
Vulcan has a 272,000 square foot building in Clarksville, Tennessee, devoted
entirely to the manufacture of rubber components, rubber sheet products and
foam products. This factory's main products are rubber sheet stock and high
density foam materials for the shoe industry and rubber heels and soles for
military orders. It also produces rubber flooring for sports facilities,
rubber backing for automobile mats and miscellaneous rubber and foam
products.
LASTS-
Vulcan produces lasts in a well equipped factory at 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. Demand for
lasts varies according to the rapidity of change in shoe fashion.
WOOD PRODUCTS-
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, 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.
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.
Vulcan Corporation also owns timberlands in Michigan which it manages and from
which it sells timber.
-1-
PART I (Continued)
Item 1. Business. (Continued)
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.
Sales to one unaffiliated major shoe products customer amounted to $2,483,000
in 1997. These sales represented 27% of the total shoe product sales. Sales
to one unaffiliated major bowling pin customer amounted to $322,000 in 1997.
This represents 15% of the total bowling pin sales.
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 60,000 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.
Vulcan provided the financing for that company's purchase of those three lower
floors. 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.
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 1998.
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.
At December 31, 1997, the Registrant employed 148 people, down from 177 at the
end of 1996. The reduction in the Registrant's work force was in accordance
with a previously announced plan to reduce the rubber products work force.
The Company has commitments for capital expenditures of $64,000 at December
31, 1997.
(d) Financial Information About Foreign and Domestic Operations and Export
-2-
PART I
(Continued)
Item 1. Business. (Continued)
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). During 1997, sales were $983,000;
net income was $42,400; and assets were $1,076,800.
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.
Walnut Ridge, Arkansas Leased 37,900 Administrative offices and
manufacturing of shoe
lasts.
Cincinnati, Ohio Owned 92,000 Corporate offices and
leasing of office space.
The age of the buildings ranges from approximately 35 to 74 years. The
structures are of steel, brick and concrete construction and are generally in
good condition. All plants are sprinklered. Excellent transportation
facilities are available for all factories. Most are located on rail sidings.
For more information regarding leased property, reference is made to Note 6 of
the Notes to Consolidated Financial Statements included under Part IV, Item
14(a)1 of this Form 10-K.
Item 3. Legal Proceedings.
The Registrant has been advised that it is a potentially responsible party,
together with 18 other parties, with regard to the Resolve, Inc. Superfund
Site, located in North Dartmouth, Massachusetts, with potential joint and
several liability of $5.7 million. The Resolve site was a waste chemical
reclamation facility. The environmental problem at the site involves soil
contamination including, particularly, PCB contaminants. The Registrant is
contesting all liability. The Company's liability cannot be estimated at this
time. It is the understanding of Registrant that clean-up at the site will
involve treatment of contaminated soil and ground water. There may be other
potential clean-up liability at other sites of which the Registrant has no
specific knowledge.
-3-
PART I
(Continued)
Item 3. Legal Proceedings. (Continued)
The Registrant and its subsidiaries are 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 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, 1997, that require disclosure under this item.
-4-
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 585 shareholders of
record as of December 31, 1997. The high and low sales price and the
dividends paid for each quarterly period within the two most recent years
were as follows:
1997 1996
QUARTER HIGH LOW DIVIDEND HIGH LOW DIVIDEND
------- ---- --- -------- ---- --- --------
First 33-3/4 29-5/8 $.20 21-7/8 20-3/4 $.20
Second 37-1/4 33-1/4 $.20 25-1/2 21-1/8 $.20
Third 40 36-5/8 $.20 26-1/8 24-5/8 $.20
Fourth 40 38 $.20 32-7/8 25-3/4 $.20
Item 6. Selected Financial Data.
The information required by this item is set forth below:
1997 1996 1995 1994 1993
Net revenues $13,752,682 17,087,469 18,112,150 18,131,212 20,238,119
Income (loss)
before taxes 2,180,614 2,497,481 (574,769) 1,101,818 3,765,941
Income taxes
(benefit) 394,809 539,129 (486,746) 122,581 980,891
Net income (loss) 1,785,805 1,958,352 (88,023) 979,237 2,785,050
Income (loss) per
common share 1.44 1.63 (.07) .76 2.18
Dividends per
common share .80 .80 .80 .80 .80
Property, plant
and equipment (net) 2,498,771 2,955,657 2,851,181 3,201,587 3,485,389
Depreciation 594,138 662,687 677,631 788,168 787,970
Current assets 38,900,356 28,500,783 23,624,962 17,660,662 11,888,722
Ratio current
assets to current
liabilities 3.38 to 1 3.62 to 1 2.80 to 1 3.48 to 1 6.36 to 1
Total assets 82,415,593 59,848,623 51,076,828 38,892,364 19,302,295
-5-
PART II
(Continued)
Item 6. Selected Financial Data. (Continued)
Long-term debt - - - - -
Redeemable
preferred stock
(solely at the
option of the
issuer) - 66,060 66,060 66,060 66,335
Net unrealized
holding gain 43,211,515 27,983,826 21,977,823 12,765,774 -
Total share-
holders' equity 58,494,990 43,948,759 36,105,488 29,338,281 16,743,814
Book value per
common share 48.05 35.04 29.72 22.84 12.95
The Company adopted Statement of Financial Accounting Standards (SFAS) No.
115, "Accounting for Certain Investments in Debt and Equity Securities"
effective January 1, 1994. The adoption of SFAS No. 115 resulted in an
increase in shareholders' equity of $12,765,774 at December 31, 1994.
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 1997
Annual Report to Shareholders.
-6-
PART II
(Continued)
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:
Net Income
Total Gross Net Per Common Share
Revenues Profit (Loss) Income Outstanding
-------- ------------- ------------- -----------------
1997
----
First Quarter $ 3,249,414 198,432 599,421 .48
Second Quarter 3,401,564 379,436 459,250 .36
Third Quarter 3,297,939 209,996 353,216 .29
Fourth Quarter 3,803,765 (166,301) 373,918 .31
---------- -------- --------- -----
$13,752,682 621,563 1,785,805 1.44
========== ======== ========= =====
1996
----
First Quarter $ 4,330,872 (86,429) 127,695 .10
Second Quarter 4,080,935 629,670 678,607 .57
Third Quarter 4,356,254 439,089 359,581 .30
Fourth Quarter 4,319,408 340,365 792,469 .66
---------- --------- --------- -----
$17,087,469 1,322,695 1,958,352 1.63
========== ========= ========= =====
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
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 6, 1998, in connection with its
Annual Meeting to be held May 7, 1998.
-7-
PART III
(b) Identification of Executive Officers-
NAME AGE POSITION AND TIME IN OFFICE
Benjamin Gettler 72 President since November 1988;
Chairman of The Board since
June 1990; Director since 1960.
Vernon E. Bachman 60 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 6, 1998, in connection with its
annual meeting to be held May 7, 1998.
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 6, 1998, in connection with its
annual meeting to be held May 7, 1998.
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 6, 1998, in
connection with its Annual Meeting to be held May 7, 1998, which is
incorporated herein by reference.
-8-
PART IV
Item 14. 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. 18
Consolidated Balance Sheets at December 31,
1997, and 1996. 19-20
Consolidated Statements of Income for Each
of the Three Years in the Period Ended
December 31, 1997. 21
Consolidated Statements of Shareholders'
Equity for Each of the Three Years in the
Period Ended December 31, 1997. 22-24
Consolidated Statements of Cash Flows for
Each of the Three Years in the Period
Ended December 31, 1997. 25-26
Notes to the Consolidated Financial
Statements for the Three Years Ended
December 31, 1997. 27-41
2. Financial Statement Schedule.
Independent Auditors' Report on Schedule. 55
Schedule II - Valuation and Qualifying Accounts. 56
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.
-9-
PART IV
(Continued)
Item 14. 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 58
Balance Sheets at December 31, 1997 and 1996 59
Statements of Income for the years ended
December 31, 1997 and 1996 60
Statements of Partners' Capital for the years
ended December 31, 1997 and 1996 61
Statements of Cash Flows for the years ended
December 31, 1997 and 1996 62
Notes to the financial statements for the years
ended December 31, 1997 and 1996 63-67
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 1997 Annual Report to
Shareholders 41
13. Registrant's 1997 Annual Report to Shareholders
is incorporated herein by reference. 11-41
20. Proxy Statement dated April 6, 1998, is
incorporated herein by reference. 44-53
21. Subsidiaries of the Registrant. 54
27. Financial Data Schedule
99.1 Independent Auditors' Report on Schedule 55
99.2 Valuation and Qualifying accounts 56
99.3 Vulcan-Brunswick Bowling Pin Company financial
statements 57-67
(b) Reports on Form 8-K.
There were no reports on Form 8-K for the three months ended
December 31, 1997.
-10-
EXHIBIT 13
VULCAN INTERNATIONAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 1997
J.D. CLOUD & CO. L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS
CINCINNATI, OHIO
-11-
VULCAN INTERNATIONAL CORPORATION
Executive Office
300 Delaware Avenue, Suite 1704
Wilmington, Delaware 19801
VULCAN CORPORATION
Office and Manufacturing Plant Accounting Office
1151 College Street 30 Garfield Place
Clarksville, Tennessee Cincinnati, Ohio 45202
OTHER MANUFACTURING PLANTS
Antigo, Wisconsin
Walnut Ridge, Arkansas
SALES OFFICE
Blanchester, Ohio Cincinnati, Ohio
Clarksville, Tennessee Walnut Ridge, Arkansas
STOCK TRANSFER AND REGISTRAR
Chase Mellon
Shareholders Services
AUDITOR
J.D. Cloud & Co. L.L.P.
Cincinnati, Ohio
-12-
TO OUR SHAREHOLDERS:
The Company continued its efforts in 1997 to revivify its Rubber Products
Division, the Company's largest operating division. That Division was
substantially downsized in April 1996 due to the continued shifting by
domestic U.S. shoe manufacturers of their plants and supplies procurement to
foreign shores. Such shifting is still continuing. Vulcan's effort involved
development of new foam products for the new foam line purchased in 1996 as
well as placing emphasis on sales of rubber batch material (uncured rubber)
At the same time, the Company has not lessened its efforts to maintain its
position as a quality supplier to the domestic shoe industry of shoe lasts,
rubber sheet stock and high-density foam materials, as well as heels and soles
for military footwear.
The Wood Products Division showed a decline as a result of bowling pin sales
being adversely affected by the policy and recent activity of the AMF
Corporation of purchasing a substantial number of bowling centers - a number
of which had been Vulcan customers. AMF manufactures its own pins. Increased
sales efforts both domestically and abroad will be required to replace that
lost business.
Despite increased expenditures required for these development efforts, the
Company was able to maintain a close approximation to the previous year's
income. In 1997 the Company had consolidated net profits of $1,785,805
compared to $1,958,352 in 1996. The 1996 number, however, included
$235,500 of non-recurring after tax income resulting from the termination of
the Company's self-insured health plan.
Our shareholders may be assured that all of Vulcan's employees will make every
effort to overcome every obstacle to make 1998 not only a rebuilding year but
a financially successful year.
BENJAMIN GETTLER
Chairman of the Board
and President
-13-
DESCRIPTION OF BUSINESS
Vulcan International Corporation 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:
RUBBER AND PLASTIC PRODUCTS
Vulcan has two separate plants which manufacture rubber and plastic products
the majority of which are used by manufacturers of footwear. One of those
components is a plastic shoe last. The shoe last is the form over which shoes
are manufactured and which determines the shoe style, fit and shape. Demand
for lasts varies according to the rapidity of change in shoe fashion. Vulcan
produces lasts in a 42,000 sq. ft. very modern, well-equipped factory in
Walnut Ridge, Arkansas. The creation of models and patterns by skilled
artisans had been done in Blanchester, Ohio as well as Walnut Ridge, Arkansas.
In December 1997 the Blanchester model room was closed and consolidated with
the Walnut Ridge model room operation.
Vulcan manufactures rubber components in a 272,000 sq. ft. building located in
Clarksville, Tennessee. Demand for those products depends substantially on
the volume of the shoes manufactured in the United States. That volume has
declined precipitously with the result that only approximately 7% of non-
rubber shoes sold in the United States were manufactured in the U.S. in
1997 compared to over 80% in 1980. Approximately 40% of the products
manufactured at Clarksville prior to May 1996 were heels and soles for
civilian footwear manufacture. In April 1996, the Company discontinued the
manufacture of those products. The Company is now concentrating on the
manufacture of rubber sheet stock and high density foam materials for the
shoe industry, as well as rubber and foam products, and rubber batch material
for prime manufacturers in various industries while also continuing to
manufacture heels and soles for military footwear.
WOOD PRODUCTS
The 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,
as well as various private label names. In addition, the Company owns
timberlands in Michigan which it manages and from which it sells timber.
REAL ESTATE
On August 12, 1993, Vulcan purchased a majority interest in the upper seven
floors of the ten-story Cincinnati Club Building in downtown Cincinnati, Ohio,
and contracted to manage that space. These floors contain approximately
60,000 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. Vulcan provided the financing for that company's purchase
of those three lower floors. 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 on the inside cover of this report.
-14-
MANAGEMENT ANALYSIS OF RECENT YEARS
1997 COMPARED TO 1996
- ---------------------
Sales of rubber and plastic products (the majority of which were sales to the
shoe industry) decreased from $12,104,816 in 1996 to $9,366,718 in 1997. This
was the continuing result of the April 1996 downsizing of the rubber division
and continued increasing foreign competition in the shoe manufacturing
industry. There were also substantial increases in costs for product
development. Operating losses from sales (before tax) increased from $30,498
in 1996 to $331,329 in 1997.
Sales from the wood products segment of the business decreased from $3,444,375
in 1996 to $2,651,508 in 1997, a portion of which was due to reduced bowling
pin sales resulting from the purchase by AMF of bowling pin centers, which had
been customers of Vulcan. As a result, operating profits (before tax) from
the wood products division declined from $1,109,599 to $885,119.
Gross gains on the sale or disposal of assets were $116,621 in 1997 compared
to $304,206 in 1996. In 1997 the gains were mainly from the sale of acreage
in Wisconsin. In 1995 the gains were mainly from the sale of assets from the
rubber division resulting from downsizing. Dividends and interest income
(before tax) were $1,794,152 compared to $1,627,923 in 1996.
The Company has examined the problem Year 2000 Compliance with our technical
advisors. They state that most of the Company's current accounting software
is Year 2000 Compliant. As to the remaining software, it is anticipated that
in the near future our current software vendors will offer upgrades to make
such software Year 2000 Compliant without material upgrade costs to the
Company. Their examination of hardware with regard to Year 2000 Compliance
is not complete; however, it is anticipated that the examination will be
completed by May 31, 1998.
1996 COMPARED TO 1995
- ---------------------
Sales of rubber and plastic products (primarily sales to the shoe industry)
decreased from $13,115,811 in 1996 to $12,104,816 in 1997. In April 1996 the
Company downsized its rubber division by discontinuing the production of
civilian heels and soles. Those items were more labor intensive and,
therefore, more susceptible to foreign competition. The result of that
decision was to reduce the workforce in the rubber division from a high in
1995 of 256 to approximately 85 by the end of 1996. During the year, the
Company purchased a new machinery line for the manufacture of foam products
and commenced developing products for that line. Operating losses from sales
(before taxes and interest) decreased from $3,210,723 in 1995 to a loss of
$30,498 in 1996. The reduction in losses was a direct result of the
downsizing of the rubberproducts division, the elimination of all rubber heel
and sole production except for military orders and the cost reduction measures
put into place after the downsizing.
Sales of the wood products segment of the business were $3,444,375 in 1996
compared to $3,474,668 in 1995. Operating profits (before tax) of the wood
products segment in 1996 were $1,109,599 compared to $1,002,562
in 1995.
-15-
MANAGEMENT ANALYSIS OF RECENT YEARS
1996 COMPARED TO 1995 (Continued)
Gross gains on the sale or disposal of assets were $304,206 in 1996 compared
to $499,564 in 1995. In 1996 the gains were mainly from the sale of assets
from the rubber division after the downsizing. In 1995 the gains were from
the sale of the Company's Blanchester, Ohio property and the sale of
marketable securities. Dividends and interest income (before tax) were
$1,627,923 compared to $1,595,046 in 1995. The Company had $235,500 of after
tax income resulting from the termination of a self-insured health plan.
1995 COMPARED TO 1994
- ---------------------
Sales of rubber and plastic products (primarily sales to the shoe industry)
increased from $11,925,658 in 1994 to $13,115,811 in 1995. Operating loss
from sales (before tax) increased from $1,520,822 in 1994 to a loss of
$3,210,723 in 1995 as a direct result of the loss in the rubber products
division. That increased loss was caused by the fact that in 1995 there was
an increase of approximately 31% in the price of raw materials used in the
manufacture of rubber products and the continued and increased foreign
competition (which was in excess of 90% of the U.S. Market in 1995) made it
impossible to pass such cost increases on to footwear manufacturing customers.
Sales of wood products segment of the business were $4,694,928 in 1994
compared to $3,474,668 in 1995, primarily the result of increased pin sales.
Operating profits (before tax) of wood products segment in 1995 were
$1,002,562 compared to $1,249,609 in 1994.
Gross gains on the sale or disposal of assets and securities in 1995 were
$499,564 compared to $195,198 in 1994. In 1995 the gains were from the sale
of the Blanchester, Ohio property, and the sale of marketable securities. In
1994 the gains were from the sale of marketable securities. Dividends and
interest income (before tax) were $1,595,046 compared to $1,523,410 in 1994.
-16-
FINANCIAL POSITION, LIQUIDITY AND CAPITAL COMMITMENTS
The Company's cash requirements in 1997 were funded by its cash flow. The
Company will use short term borrowing to meet its cash requirements when
necessary. Working capital increased $6,764,531 during the past year. The
increase in Working Capital was a result of the increased value of Marketable
Securities of $10,347,463 and reduced by the increase in Deferred Federal
Income Tax of $3,509,424. Capital expenditures were $212,366 compared to
total depreciation and amortization of $607,914.
1997 1996
QUARTER HIGH LOW DIVIDEND HIGH LOW DIVIDEND
------- ---- --- -------- ---- --- --------
First 33-3/4 29-5/8 $.20 21-7/8 20-3/4 $.20
Second 37-1/4 33-1/4 $.20 25-1/2 21-1/8 $.20
Third 40 36-5/8 $.20 26-1/8 24-5/8 $.20
Fourth 40 38 $.20 32-7/8 25-3/4 $.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 were as shown.
FORM 10-K
A copy of the 1997 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 25,
1998, 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
-17-
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, 1997 and 1996, and the related consolidated statements of income,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1997. 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 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, 1997 and 1996, and
the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles.
As discussed in Note 8 to the consolidated financial statements, the Company
has been advised that it is a potentially responsible party in certain
environmental matters. The amount of liability cannot be predicted at this
time.
/s/ J.D. CLOUD & CO. L.L.P.
Certified Public Accountants
Cincinnati, Ohio
February 12, 1998
-18-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
At December 31, 1997 and 1996
-ASSETS- 1997 1996
CURRENT ASSETS:
Cash $ 2,141,676 1,254,138
Marketable securities 34,328,808 23,981,345
Accounts receivable (less-allowance
for doubtful accounts-$260,417
in 1997; $282,847 in 1996) 1,718,037 2,490,485
Inventories 611,959 633,995
Prepaid expense 31,176 32,117
Refundable federal income tax 68,700 108,703
---------- ----------
TOTAL CURRENT ASSETS 38,900,356 28,500,783
---------- ----------
PROPERTY, PLANT AND EQUIPMENT:
Land 88,581 88,581
Timberlands and timber cutting rights 700,393 716,993
Buildings and improvements 3,870,675 3,854,755
Machinery and equipment 9,880,090 10,699,288
Leasehold improvements 282,654 291,126
Construction-in-process 51,520 16,911
---------- ----------
Total 14,873,913 15,667,654
Less-Accumulated depreciation
and depletion 12,375,142 12,711,997
---------- ----------
PROPERTY, PLANT AND EQUIPMENT-NET 2,498,771 2,955,657
---------- ----------
MODELS AND PATTERNS-at nominal value 1 1
---------- ----------
INVESTMENT IN JOINT VENTURE 350,696 685,832
---------- ----------
DEFERRED CHARGES AND OTHER ASSETS:
Marketable securities 37,526,937 24,798,261
Note receivable 613,419 688,537
Other 2,525,413 2,219,552
---------- ----------
TOTAL DEFERRED CHARGES AND
OTHER ASSETS 40,665,769 27,706,350
---------- ----------
TOTAL ASSETS $82,415,593 59,848,623
========== ==========
-19-
-LIABILITIES AND SHAREHOLDERS' EQUITY-
CURRENT LIABILITIES:
Accounts payable-
Trade $ 277,845 164,414
Other 252,394 230,515
Accrued salaries, wages and commissions 169,337 193,533
Accrued other expenses 554,820 540,316
Deferred income tax 10,245,689 6,736,265
---------- ----------
TOTAL CURRENT LIABILITIES 11,500,085 7,865,043
---------- ----------
OTHER LIABILITIES:
Deferred income tax 12,358,733 7,973,105
Other 24,359 224,109
---------- ----------
TOTAL OTHER LIABILITIES 12,383,092 7,997,214
---------- ----------
COMMITMENTS AND CONTINGENCIES (See Note 8)
MINORITY INTEREST IN PARTNERSHIP 37,426 37,607
---------- ----------
SHAREHOLDERS' EQUITY:
Capital stock-
$3.00 Prior Preferred-stated value
$100.00;
Authorized 294 shares;
Outstanding 280 shares - 1996; all
shares retired in 1997 - 28,000
$4.50 Cumulative Preferred-stated value
$55.00 per share, redemption or
liquidation value $100.00;
Authorized 720 shares;
Outstanding 720 shares - 1996; all
shares retired in 1997 - 38,060
Common-no par value;
Authorized 2,000,000 shares
Issued 1,999,512 shares 249,939 249,939
Additional paid-in capital 5,619,993 5,619,993
Retained earnings 24,543,468 23,782,656
Net unrealized holding gain 43,211,515 27,983,826
---------- ----------
73,624,915 57,702,474
Less-Common stock in treasury-at cost,
782,168 shares in 1997 and
745,168 shares in 1996 15,129,925 13,753,715
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 58,494,990 43,948,759
---------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $82,415,593 59,848,623
========== ==========
The accompanying notes to consolidated financial statements are an integral
part of these statements.
-20-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Three years ended December 31, 1997
1997 1996 1995
REVENUES:
Net sales $11,958,530 15,459,546 16,517,104
Dividends and interest 1,794,152 1,627,923 1,595,046
---------- ---------- ----------
TOTAL REVENUES 13,752,682 17,087,469 18,112,150
---------- ---------- ----------
COST AND EXPENSES:
Cost of sales 11,336,967 14,136,851 17,591,952
General and administrative 1,529,965 1,775,703 2,525,261
Interest expense 18,140 130,711 110,081
---------- ---------- ----------
TOTAL COST AND EXPENSES 12,885,072 16,043,265 20,227,294
---------- ---------- ----------
EQUITY IN JOINT VENTURE INCOME 714,863 664,133 686,451
MINORITY INTEREST IN (INCOME)
OF PARTNERSHIP (4,521) (4,711) (2,336)
---------- ---------- ----------
INCOME (LOSS)-BEFORE GAIN ON
DISPOSAL OF ASSETS 1,577,952 1,703,626 (1,431,029)
---------- ---------- ----------
REALIZED GAIN ON SALE OF
MARKETABLE SECURITIES - - 135,405
NET GAIN ON DISPOSAL OF PROPERTY
AND EQUIPMENT 602,662 793,855 720,855
---------- ---------- ----------
GAIN ON DISPOSAL OF ASSETS 602,662 793,855 856,260
---------- ---------- ----------
INCOME (LOSS)-BEFORE
INCOME TAXES 2,180,614 2,497,481 (574,769)
INCOME TAX PROVISION (BENEFIT) 394,809 539,129 (486,746)
---------- ---------- ----------
NET INCOME (LOSS) $ 1,785,805 1,958,352 (88,023)
========== ========== ==========
Net Income (Loss) Per Common
Share Outstanding $ 1.44 1.63 (.07)
========== ========== ==========
The accompanying notes to consolidated financial statements are an integral
part of these statements.
-21-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Three years ended December 31, 1997
$3.00 Prior $4.50 Cumulative
Preferred Shares Preferred Shares Common
Outstanding Outstanding Stock
--------------- --------------- -------
Shares Amount Shares Amount
Balance at January 1, 1995 280 $28,000 692 38,060 249,939
Add-Change in net unrealized
holding gain,
net of tax
Sale of treasury shares
Deduct-Net loss for the year
Dividends declared:
$3.00 per share-preferred
$4.50 per share-preferred
$ .80 per share-common
Purchase of treasury shares
--- ------ --- ------ -------
Balance at December 31, 1995 280 28,000 692 38,060 249,939
Add-Net income for the year
Change in net unrealized
holding gain, net of tax
Sale of treasury shares
Deduct-Dividends declared:
$3.00 per share-preferred
$4.50 per share-preferred
$ .80 per share-common
Purchase of treasury shares
--- ------ --- ------ -------
Balance at December 31, 1996 280 28,000 692 38,060 249,939
Add-Net income for the year
Change in net unrealized
holding gain, net of tax
Deduct-Dividends declared:
$3.00 per share-preferred
$4.50 per share-preferred
$ .80 per share-common
Redemption of preferred
shares 280 28,000 692 38,060
Purchase of treasury
shares
--- ------ --- ------ -------
Balance at December 31, 1997 - $ - - - 249,939
=== ====== === ====== =======
-22-
Additional
Paid-In Retained Net Unrealized
Capital Earnings Holding Gain
---------- -------- --------------
Balance at January 1, 1995 4,246,836 23,880,470 12,765,774
Add-Change in net unrealized
holding gain, net of tax 9,212,049
Sale of treasury shares 37,125
Deduct-Net loss for the year 88,023
Dividends declared:
$3.00 per share-preferred 840
$4.50 per share-preferred 3,114
$ .80 per share-common 992,009
Purchase of treasury shares
shares
--------- ---------- ----------
Balance at December 31, 1995 4,283,961 22,796,484 21,977,823
Add-Net income for the year 1,958,352
Change in net unrealized
holding gain, net of tax 6,006,003
Sale of treasury shares 1,336,032
Deduct-Dividends declared:
$3.00 per share-preferred 840
$4.50 per share-preferred 3,114
$ .80 per share-common 968,226
Purchase of treasury shares
--------- ---------- ----------
Balance at December 31, 1996 5,619,993 23,782,656 27,983,826
Add-Net income for the year 1,785,805
Change in net unrealized
holding gain, net of tax 15,227,689
Deduct-Dividends declared:
$3.00 per share-preferred 420
$4.50 per share-preferred 1,557
$ .80 per share-common 991,876
Redemption of preferred
shares 31,140
Purchase of treasury shares
--------- ---------- ----------
Balance at December 31, 1997 5,619,993 24,543,468 43,211,515
========= ========== ==========
-23-
Total
Common Shareholders'
Treasury Shares Equity
-------------------- ------------
Shares Amount
Balance at January 1, 1995 717,694 11,870,798 29,338,281
Add-Change in net unrealized 9,212,049
holding gain,
net of tax
Sale of treasury shares (3,000) (15,000) 52,125
Deduct-Net loss for the year 88,023
Dividends declared:
$3.00 per share-preferred 840
$4.50 per share-preferred 3,114
$ .80 per share-common 992,009
Purchase of treasury shares 69,946 1,412,981 1,412,981
------- ---------- ----------
Balance at December 31, 1995 784,640 13,268,779 36,105,488
Add-Net income for the year 1,958,352
Change in net unrealized 6,006,003
holding gain, net of tax
Sale of treasury shares (75,000) (325,092) 1,661,124
Deduct-Dividends declared:
$3.00 per share-preferred 840
$4.50 per share-preferred 3,114
$ .80 per share-common 968,226
Purchase of treasury shares 35,528 810,028 810,028
------- ---------- ----------
Balance at December 31, 1996 745,168 13,753,715 43,948,759
Add-Net income for the year 1,785,805
Change in net unrealized
holding gain, net of tax 15,227,689
Deduct-Dividends declared:
$3.00 per share-preferred 420
$4.50 per share-preferred 1,557
$ .80 per share-common 991,876
Redemption of preferred
shares 97,200
Purchase of treasury shares 37,000 1,376,210 1,376,210
------- ---------- ----------
Balance at December 31, 1997 782,168 15,129,925 58,494,990
======= ========== ==========
The accompanying notes to consolidated financial statements are an integral
part of these statements.
-24-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three years ended December 31, 1997
1997 1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers $ 12,677,354 15,652,624 16,031,277
Cash paid to suppliers and employees (12,378,416) (15,095,554) (18,173,744)
Dividends and interest received 1,794,733 1,628,811 1,594,657
Interest paid (20,439) (142,349) (104,101)
Income tax refunds - 194,199 -
Income taxes paid (303,736) (330,014) (7,802)
----------- ----------- -----------
NET CASH FLOWS FROM
OPERATING ACTIVITIES 1,769,496 1,907,717 (659,713)
------------ ------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of marketable
securities - - 326,293
Proceeds from sale of property
and equipment 677,552 992,533 802,983
Advances on notes receivable - - (54,671)
Purchase of marketable securities (3,839) - (9,508)
Purchase of property, plant and
equipment (212,366) (981,721) (410,143)
Cash Distribution from Joint Venture 1,050,000 650,000 1,575,000
Collection on notes receivable 73,958 72,014 58,304
----------- ----------- ----------
NET CASH FLOWS FROM
INVESTING ACTIVITIES 1,585,305 732,826 2,288,258
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under credit agreements 700,000 1,195,000 2,625,000
Principal payments under credit
agreements (700,000) (3,370,000)(1,835,000)
Proceeds from sale of treasury shares - 1,434,250 -
Purchase of common and preferred shares (1,473,410) (810,028)(1,412,981)
Cash dividends paid (993,853) (972,180) (995,963)
----------- ----------- -----------
NET CASH FLOWS FROM
FINANCING ACTIVITIES (2,467,263) (2,522,958)(1,618,944)
----------- ----------- ----------
NET INCREASE IN CASH AND
CASH EQUIVALENTS 887,538 117,585 9,601
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 1,254,138 1,136,553 1,126,952
----------- ----------- ----------
CASH AND CASH EQUIVALENTS AT
END OF YEAR $ 2,141,676 1,254,138 1,136,553
=========== =========== ==========
-25-
RECONCILIATION OF NET INCOME (LOSS)
TO NET CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $ 1,785,805 1,958,352 (88,023)
Adjustments:
Depreciation and amortization 607,914 677,621 694,790
Deferred income tax 50,485 324,697 (423,103)
Equity in joint venture income and
minority interest (710,342) (661,917) 684,115)
Gain on sale of marketable securities (44) - (135,405)
Gain on sale of property and equipment (602,618) (793,855) (720,855)
Stock compensation programs - 226,875 52,125
(Increase) decrease in accounts
receivable 768,905 283,966 (431,848)
Decrease in inventories 22,036 437,957 1,043,737
Increase (decrease) in accounts
payable, accrued expenses and other (152,645) (545,979) 32,984
----------- ----------- ----------
NET CASH FLOWS FROM
OPERATING ACTIVITIES $ 1,769,496 1,907,717 (659,713)
=========== =========== ===========
The accompanying notes to consolidated financial statements are an integral
part of these statements.
-26-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
It is the policy of the Company to employ 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 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.
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.
INVENTORIES-
Substantially all inventories are stated at cost under the last-in, first-out
(LIFO) method, which is not in excess of market.
-27-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1997
(Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
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.
INCOME TAXES-
Income tax expense (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, prepaid pension expense and
unrealized holding gains on marketable securities. Tax credits are recognized
by a reduction of income tax expense in the periods the credits arise for tax
purposes.
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.
-28-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1997
(Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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 (loss) per share of common stock outstanding is computed on the
basis of the weighted average number of common shares outstanding during each
year after giving effect to dividends on preferred shares.
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
1997
Current $ 3,760,470 30,568,338 34,328,808
Long-term 2,623,283 34,903,654 37,526,937
--------- ---------- ----------
Total $ 6,383,753 65,471,992 71,855,745
========= ========== ==========
1996
Current $ 3,756,586 20,224,759 23,981,345
Long-term 2,623,283 22,174,978 24,798,261
--------- ---------- ----------
Total $ 6,379,869 42,399,737 48,779,606
========= ========== ==========
The unrealized holding gains are included, net of deferred income tax, as a
component of shareholders' equity.
As of February 12, 1998, the fair value of marketable securities was
approximately $70,811,000 and the net unrealized holding gain was
approximately $42,522,000 net of deferred taxes of approximately $21,905,000.
-29-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1997
(Continued)
NOTE 3 - INVENTORIES
Inventories at December 31, 1997 and 1996, were classified as follows:
December 31,
1997 1996
------------------------
Finished goods $220,117 203,394
Work in process 119,116 131,054
Raw materials 272,726 299,547
------- -------
Total $611,959 633,995
======= =======
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 $1,240,000 and
$1,290,000 greater than reported at December 31, 1997 and 1996, respectively.
In each of the years ended December 31, 1997 and 1996, 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 1997 and
1996 net income by approximately $45,000 and $431,000, respectively, or $.04
and $.36 per common share outstanding, respectively.
NOTE 4 - JOINT VENTURE
The Company, through a wholly-owned subsidiary, has a 50% interest in a Joint
Venture, Vulcan Brunswick Bowling Pin Company (VBBPC) which manufactures
bowling pins in Antigo, Wisconsin, for Brunswick and the Company.
-30-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1997
(Continued)
NOTE 4 - JOINT VENTURE (Continued)
Summarized financial information for VBBPC consists of the following:
December 31,
1997 1996
----------------------
Assets:
Current assets $2,039,068 2,365,653
Fixed assets 3,867,079 4,394,803
Other 3,216,398 3,296,100
---------- ----------
Total $9,122,545 10,056,556
========== ==========
Liabilities and Partners' Capital:
Current liabilities $ 381,647 468,706
Partners' capital 8,740,898 9,587,850
--------- ----------
Total $9,122,545 10,056,556
========= ==========
Statements of Operations Period ended December 31,
------------------------------------
1997 1996 1995
Net sales $13,687,323 13,373,665 15,611,634
Costs and expenses 12,429,347 12,162,770 13,870,734
Other income (net) 72,364 13,475 30,316
---------- ---------- ----------
Net income $ 1,330,340 1,224,370 1,771,216
========== ========== ==========
Company's equity in net
income of VBBPC $ 665,170 612,185 885,608
Adjustments 49,693 51,948 (199,157)
---------- ---------- ----------
Company's equity in net
income $ 714,863 664,133 686,451
========== ========== ==========
-31-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1997
(Continued)
NOTE 4 - JOINT VENTURE (Continued)
The Company's investment in the Joint Venture including accumulated income,
less distributions, since acquisition at December 31, 1997, is $350,696. The
Company's 50% interest in the net assets of VBBPC amounted to $4,561,273 at
December 31, 1997. Included in the Company's retained earnings at December
31, 1997, is $78,000 of undistributed earnings from the Joint Venture. 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,
1997 or 1996. 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:
1997 1996 1995
Sales to VBBPC $ 298,000 315,000 427,000
Purchases from VBBPC 2,147,000 2,851,000 2,921,000
Administrative fees received
from VBBPC 30,000 30,000 30,000
Net amount due from (to)
VBBPC (148,000) (197,000) 67,000
Cash distributions from VBBPC 1,050,000 650,000 1,575,000
NOTE 5 - NOTES PAYABLE
The Company maintains a revolving credit agreement with its bank that provides
for borrowings of up to $4,500,000 through August 1, 1998. Interest is
payable monthly at the federal funds rate plus 1.75%. Borrowings under the
agreement are secured by certain marketable equity securities. There were no
borrowings, under the agreement, at December 31, 1997 or 1996.
The weighted average interest rate was 7.24% and 7.16% for the respective
years ended December 31, 1997 and 1996. Marketable securities pledged as
collateral under the agreement had a market value of approximately $14,740,000
at December 31, 1997.
The Company also maintains a revolving credit agreement 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.
-32-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1997
(Continued)
NOTE 6 - LEASES
The Company leases office space to various tenants under operating leases
expiring from 1998 to 2000. The company's basis in the property held for
lease at December 31, 1997 and 1996 is as follows:
1997 1996
Land $ 37,803 37,803
Building and improvements 487,228 483,772
------- -------
525,031 521,575
Less accumulated depreciation 121,558 74,372
------- -------
$403,473 447,203
======= =======
Minimum future rental income under noncancelable leases as of December 31,
1997, are as follows:
Year ending December 31,
1998 $387,000
1999 264,000
2000 184,000
The Company incurred rental expense under operating leases of approximately
$12,000, for each of the three years ended December 31, 1997.
-33-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1997
(Continued)
NOTE 7 - EMPLOYEE BENEFIT PLANS
The Company maintains a noncontributory defined benefit pension plan for
certain eligible salaried and hourly employees. The net pension credit
recognized in the accompanying consolidated statements of income for the
three years ended December 31, 1997, was as follows:
1997 1996 1995
Service cost $ 59,362 57,536 81,209
Interest cost 513,756 487,918 468,549
Return on plan assets:
Actual (2,273,604) (1,241,275) (2,094,418)
Deferred 1,394,543 424,972 1,416,777
Amortization of prior
service cost 90,715 90,715 90,715
Amortization of net
transition asset (131,001) (131,001) (131,001)
--------- --------- ---------
Net pension credit $ (346,229) (311,135) (168,169)
========= ========= =========
The funded status of the plan and amounts reported in the accompanying
consolidated balance sheets at December 31, 1997 and 1996 are summarized as
follows:
1997 1996
Actuarial present value of
benefit obligations:
Vested $ 7,811,833 7,591,908
Nonvested 9,585 14,533
---------- ----------
Accumulated benefit obligation $ 7,821,418 7,606,441
========== ==========
Projected benefit obligation $(8,217,896) (7,854,252)
Fair market value of plan assets 13,002,697 11,247,429
---------- ----------
Excess of plan assets over
projected benefit obligation 4,784,801 3,393,177
Unrecognized prior service cost 391,410 482,125
Unrecognized net gain from actual
experience different from that assumed (2,179,397) (1,093,716)
Unrecognized net transition asset (524,001) (655,002)
---------- ----------
Prepaid pension expense $ 2,472,813 2,126,584
========== ==========
-34-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1997
(Continued)
NOTE 7 - EMPLOYEE BENEFIT PLANS (Continued)
Significant actuarial assumptions used in the above computations include the
following:
1997 1996
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 4.5% 4.5%
Average remaining service period 15 years 15 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 union sponsored multi-employer pension plans amounted
to $11,000 in 1997, $12,000 in 1996 and $13,400 in 1995. The Company's
relative position and undertaking in regard to these plans is not readily
determinable. Company contributions to its defined contribution plan were
$16,000 in 1997, $24,200 in 1996 and $39,900 in 1995.
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 1993, the Company's Stock Option Committee granted options, under the plan,
to purchase not more than 50,000 shares of treasury stock at $19.75 per share.
There were 46,000 options outstanding which were exercised in 1996. In 1995,
the Company's Stock Option Committee granted options, under the plan, to
purchase not more than 25,000 shares of treasury stock at $20 per share.
During 1996, all 71,000 outstanding stock options were exercised. The Company
recognized approximately $162,000 additional compensation expense related to
the exercise of the options. There were no options outstanding, exercised or
granted during 1997.
-35-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1997
(Continued)
NOTE 7 - EMPLOYEE BENEFIT PLANS (Continued)
Additionally, in 1995, the Company's Board of Directors adopted a resolution
making treasury shares available for purchase by the directors at the closing
market price 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.
NOTE 8 - CONTINGENCIES
The Company has been advised that it is a potentially responsible party,
together with eighteen other parties, with regard to the Resolve, Inc.
Superfund Site, located in North Dartmouth, Massachusetts with potential
joint and several liability of $5.7 million. The Company is contesting any
liability for this site. The Company's liability cannot be estimated at this
time. There may be other potential clean-up liability at other sites of which
the Company has no specific knowledge.
The Company is involved in litigation matters and other 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.
NOTE 9 - REDEEMABLE PREFERRED STOCK
In 1997, the Company at it's option redeemed all of the outstanding shares of
the $4.50 Cumulative Preferred stock and $3.00 Prior Preferred stock for
$100.00 per share. A preference of $31,000 in excess of the stated value
was paid.
NOTE 10 - 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.
-36-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1997
(Continued)
NOTE 10 - INCOME TAXES (Continued)
Significant components of the Company's deferred tax liabilities and assets as
of December 31 are as follows:
1997 1996
Deferred tax liabilities:
Tax over book depreciation $ 123,475 174,717
Prepaid pension expense 869,012 749,158
Undistributed earnings of
domestic subsidiary 157,614 146,400
Unrealized holding gains 22,260,477 14,415,910
---------- ----------
Total deferred tax liabilities 23,410,578 15,486,185
---------- ----------
Deferred tax assets:
Vacation accruals 54,244 47,855
Allowance for doubtful accounts 80,332 87,957
Accrued other expenses 12,970 4,341
Alternative minimum tax
credit carryforward 658,610 636,662
---------- ----------
Total deferred tax assets 806,156 776,815
---------- ----------
Net deferred tax liabilities $22,604,422 14,709,370
========== ==========
Significant components of the income tax provision (benefit) are as follows:
1997 1996 1995
Current $344,324 214,432 (63,643)
Deferred 50,485 324,697 (423,103)
------- -------- -------
$394,809 539,129 (486,746)
======= ======== =======
-37-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1997
(Continued)
NOTE 10 - INCOME TAXES (Continued)
A reconciliation of income tax at the federal statutory rate of 34% to the
income tax provision (benefit) follows:
1997 1996 1995
Income taxes (benefit) at federal
statutory rate $ 741,409 849,143 (195,421)
Increase (reduction) in taxes
resulting from:
Domestic corporation
dividend received deduction (386,211) (362,893) (356,567)
Amortization 16,386 16,386 16,386
Other-net 23,225 36,493 48,856
------- ------- -------
Income tax provision (benefit) $ 394,809 539,129 (486,746)
======= ======= =======
NOTE 11 - FINANCIAL INSTRUMENTS
The carrying amounts of cash, accounts receivable, notes receivable with
interest rates similar to rates offered on other instruments with similar
maturities and terms, and current liabilities approximate fair value. The
fair value of marketable securities was determined based on quoted market
prices.
Financial instruments which potentially subject the Company to concentrations
of credit risk are cash investments and a note receivable. The Company places
its cash investments with high-credit-quality financial institutions. The
note receivable is secured by a mortgage on certain real estate in Cincinnati,
Ohio. The Company believes no significant concentration of credit risk exists
with respect to these financial instruments.
NOTE 12 - BUSINESS SEGMENTS
The Company operates principally in the Rubber and Plastics, Wood Products and
Real Estate segments. Operations in the Rubber and Plastics Division involve
the production of shoe heels, soles and lasts for the shoe industry and other
rubber products. Operations in the Wood Products Division involve the
production and sale of bowling pins and 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.
-38-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1997
(Continued)
NOTE 12 - BUSINESS SEGMENTS (Continued)
The company sells its products principally within the United States. Sales in
various foreign countries totaled $983,000 in 1997. 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 gains or losses realized on the disposal of
property and equipment and the sale of marketable securities.
Identifiable assets are reported for the Company's operations in each segment.
Corporate assets consist principally of cash, marketable securities and notes
receivable. To reconcile industry information with consolidated amounts,
intersegment sales of $92,200 in 1997, $136,100 in 1996 and $40,200 in 1995
have been eliminated.
More than ten percent of aggregate revenues of the segments were derived each
year from certain customers. The Rubber and Plastics segment had sales to a
single customer amounting to $2,483,000 in 1997, $3,492,000 in 1996 and
$2,223,000 in 1995. The Wood Products segment had sales to a single customer
amounting to $322,000 in 1997, $748,000 in 1996 and $823,000 in 1995.
-39-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1997
(Continued)
NOTE 12 - BUSINESS SEGMENTS (Continued)
Information relative to the major segments of the Company's operations
follows:
1997 1996 1995
SALES TO UNAFFILIATED CUSTOMERS:
Rubber and Plastics $ 9,366,718 12,104,816 13,115,811
Wood Products 2,651,508 3,444,375 3,474,668
Real Estate 426,344 400,004 283,322
---------- ---------- ----------
$12,444,570 15,949,195 16,873,801
========== ========== ==========
INTERSEGMENT SALES:
Rubber and Plastics $ 92,200 136,100 40,200
========== ========== ==========
OPERATING PROFIT (LOSS):
Rubber and Plastics $ (331,329) (30,498) (3,210,723)
Wood Products 885,119 1,109,599 1,002,562
Real Estate 96,486 98,760 5,401
---------- ---------- ----------
SUBTOTAL 650,276 1,177,861 (2,202,760)
GENERAL CORPORATE INCOME 1,548,478 1,450,331 1,738,072
INTEREST EXPENSE (18,140) (130,711) (110,081)
---------- ---------- ----------
INCOME (LOSS) BEFORE
INCOME TAXES 2,180,614 2,497,481 (574,769)
INCOME TAX PROVISION (BENEFIT) 394,809 539,129 (486,746)
---------- ---------- ----------
NET INCOME (LOSS) $ 1,785,805 1,958,352 (88,023)
========== ========== ==========
DEPRECIATION AND AMORTIZATION:
Rubber and Plastics $ 505,014 583,292 621,094
Wood Products - 2,692 11,308
Real Estate 47,728 38,525 23,757
Corporate and Other 55,172 53,112 38,631
---------- ---------- ----------
$ 607,914 677,621 694,790
========== ========== ==========
IDENTIFIABLE ASSETS:
Rubber and Plastics $ 5,882,477 6,448,636 6,781,369
Wood Products 1,408,449 1,899,427 1,882,138
Real Estate 597,481 628,947 545,590
Corporate Assets 74,527,186 50,871,613 41,867,731
---------- ---------- ----------
TOTAL ASSETS $82,415,593 59,848,623 51,076,828
========== ========== ==========
-40-
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended December 31, 1997
(Continued)
NOTE 12 - BUSINESS SEGMENTS (Continued)
1997 1996 1995
CAPITAL EXPENDITURES:
Rubber and Plastics $ 174,928 806,822 231,017
Wood Products - - -
Real Estate $ 3,456 98,931 117,787
========== ========== ==========
NOTE 13 - COMPUTATION OF NET INCOME (LOSS) AND CASH DIVIDENDS
PER COMMON SHARE OUTSTANDING:
1997 1996 1995
a) Net income (loss) $1,785,805 1,958,352 (88,023)
b) Dividends on preferred shares 1,977 3,954 3,954
--------- --------- ---------
c) Net income (loss) attributable to
common shares $1,783,828 1,954,398 (91,977)
========= ========= =========
d) Dividends on common shares $ 991,876 968,226 992,009
========= ========= =========
Weighted average shares:
e) Common shares issued 1,999,512 1,999,512 1,999,512
f) Common treasury shares 757,499 799,642 756,928
--------- --------- ---------
g) Common shares outstanding 1,242,013 1,199,870 1,242,584
========= ========= =========
h) Income (loss) per common share
outstanding c/g $ 1.44 1.63 (.07)
========= ========= =========
i) Dividends paid per common share $ .80 .80 .80
========= ========= =========
-41-
VULCAN INTERNATIONAL CORPORATION
Five-Year Record
Selected Financial Data
1997 1996 1995 1994 1993
Net revenue $13,752,682 17,087,469 18,112,150 18,131,212 20,238,119
Income (loss)
before taxes 2,180,614 2,497,481 (574,769) 1,101,818 3,765,941
Income taxes
(benefit) 394,809 539,129 (486,746) 122,581 980,891
Net income (loss) 1,785,805 1,958,352 (88,023) 979,237 2,785,050
Income (loss) per
common share 1.44 1.63 (.07) .76 2.18
Dividends per
common share .80 .80 .80 .80 .80
Property, plant and
equipment (net) 2,498,771 2,955,657 2,851,181 3,201,587 3,485,389
Depreciation 594,138 662,687 677,631 788,168 787,970
Current assets 38,900,356 28,500,783 23,624,962 17,660,662(1) 11,888,722
Ratio current assets
to current
liabilities 3.38 to 1 3.62 to 1 2.80 to 1 3.48 to 1 6.36 to 1
Total assets 82,415,593 59,848,623 51,076,828 38,892,364(1) 19,302,295
Long-term debt - - - - -
Redeemable preferred
stock (solely at the
option of the issuer) - 66,060 66,060 66,060 66,335
Net unrealized
holding gain 43,211,515 27,983,826 21,977,823 12,765,774(1) -
Total shareholders'
equity 58,494,990 43,948,759 36,105,488 29,338,281(1) 16,743,814
Book value per
common share 48.05 35.04 29.72 22.84(1) 12.95
(1) Due to adoption of FAS No. 115
-42-
Selected Quarterly Financial Data
Net Income
Per Common
Total Gross Net Share
Revenues Profit(Loss) Income Outstanding
-------- ------------ ------------ -----------
1997
- ----
First Quarter $ 3,249,414 198,432 599,421 .48
Second Quarter 3,401,564 379,436 459,250 .36
Third Quarter 3,297,939 209,996 353,216 .29
Fourth Quarter 3,803,765 (166,301) 373,918 .31
---------- -------- --------- ----
$13,752,682 621,563 1,785,805 1.44
========== ======== ========= ====
1996
- ----
First Quarter $ 4,330,872 (86,429) 127,695 .10
Second Quarter 4,080,935 629,670 678,607 .57
Third Quarter 4,356,254 439,089 359,581 .30
Fourth Quarter 4,319,408 340,365 792,469 .66
---------- -------- --------- ----
$17,087,469 1,322,695 1,958,352 1.63
========== ========= ========= ====
-43-
Exhibit 20
PROXY STATEMENT
VULCAN INTERNATIONAL CORPORATION
300 Delaware Avenue
Wilmington, Delaware 19801
Notice of Annual Meeting of Shareholders
To Be Held May 7, 1998
The Annual Meeting of Shareholders of Vulcan International Corporation will be
held at The Opryland Hotel, Mezzanine Level, Davidson E., 2800 Opryland Drive,
Nashville, Tennessee, on Thursday, May 7, 1998 at 5:00 p.m. for the
following purposes:
1. To elect Directors.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has established the close of business on March 25 as
the record date for determining those shareholders who will be entitled to
vote at the meeting.
Wilmington, Delaware BY ORDER OF THE BOARD OF DIRECTORS
April 6, 1998 VERNON E. BACHMAN, SECRETARY
PLEASE READ THE PROXY STATEMENT AND THEN PROMPTLY COMPLETE, EXECUTE AND RETURN
THE ENCLOSED PROXY IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE. YOU CAN SPARE
YOUR COMPANY THE EXPENSE OF FURTHER PROXY SOLICITATION BY RETURNING YOUR PROXY
CARD PROMPTLY.
-44-
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of and at the cost
of Vulcan International Corporation (the "Company"). Under the Delaware
statutes, any shareholder may revoke a proxy by voting in person at the
meeting or by delivering a later dated proxy or other writing revoking the
proxy before it is voted at the meeting.
The Board of Directors has established as the record date for determining
shareholders entitled to notice and to vote at the meeting, the close of
business March 25, 1998.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company, as of February 1, 1998 had outstanding 1,211,344 shares of common
capital stock, each of which is entitled to one vote. There are no other
voting or equity securities outstanding. There is set forth below information
with respect to the stock ownership of any person who is known to be the
beneficial owner of more than 5% of the Company's common stock and the stock
ownership of management as of February 1, 1998.
HOLDERS OF 5% OR MORE
Name and Address Amount and Nature Percent of Class
of Beneficial Owner of Beneficial Ownership
- ------------------------------------------------------------------------------
Dimensional Fund
Advisors, Inc. Directly Owned: 43,948
1299 Ocean Avenue Indirectly Owned: 23,851 (1)
Santa Monica, CA 90401 Total Owned: 67,799 5.6%
(2) Benjamin Gettler Directly Owned: 331,915
9200 Old Indian Hill Rd. Indirectly Owned: 10,449
Cincinnati, OH 45243 Total Owned: 342,364 28.3%
-45-
SECURITY OWNERSHIP OF MANAGEMENT
The total number of equity securities of the Company owned by all directors
and officers of the Company as a group (8) as of February 1, 1998 is set forth
below:
Amount and Nature of Beneficial Ownership Percent of Class
-----------------------------------------------------------------------------
Directly Owned: 417,141
Indirectly Owned: 33,602
Total Owned: 450,743 37.2%
The share ownership of each of the directors and nominees is set forth below
under the heading Election of Directors.
_______________
(1) Owned by advisory clients with respect to which Dimensional Fund
Advisors, Inc. advises that it has shared voting power.
(2) Does not include 17,051 common shares held by Stanley I. Rafalo as a
Trustee of various trusts for the benefit of persons related to Benjamin
Gettler. If those shares were included, the total shares directly and
indirectly owned would be 359,415 which is 29.7% of the common shares of
the Company.
____________________________________________________________________________
ELECTION OF DIRECTORS
The shares represented by the proxies will be voted for the election of the
seven (7) nominees listed below, each of whom is presently a Director. If any
such nominee shall be unable to serve (which is not now contemplated)
discretionary authority may be exercised to vote for a substitute. The terms
of all of the present Directors expire upon the election of their successors
in 1998. The following information is given with respect to the seven (7)
nominees based upon the records of the Company and information furnished by
each nominee as of February 1, 1998.
-46-
NOMINEES
Number of
First Shares Owned
Became Directly or Percent
Name and Principal Occupation Age Director In Indirectly (1) Owned
____________________________________________________________________________
Leonard Aconsky 67 l993 4,800 (2)
Consultant to and director
of Acotech Services, a
consulting firm on building
life safety systems; retired
in 1993 as Vice-President and
World-Wide Technical Coordinator
WITCO,a manufacturer of
specialty chemical products;
Director, Vulcan Corporation,
operating subsidiary of Company
Dennis J. Buckley 49 1991 65 (2)
General Counsel, Vulcan
International Corporation and
Subsidiaries
William T. Crutchfield 74 1963 59,097 4.9
Retired Vice President
Thomson McKinnon Securities, Inc.
Investment Services
Benjamin Gettler (3) 72 1960 342,364 28.3
Chairman of the Board and
President
Vulcan International Corporation
and its operating subsidiary
company, Vulcan Corporation
Thomas D. Gettler, Esq. (3) 39 1992 12,106 1.0
Attorney
James K. Lewis 72 1978 3,149 (2)
Retired Executive Vice President
The Central Trust Company, N.A.
Banking
Stanley I. Rafalo, O.D. (3) 73 1975 34,052 2.8
Doctor of Optometry
(1) This report of share ownership is pursuant to Securities & Exchange
Commission regulations and, therefore, includes shares of close family members
residing in nominees' households for which shares Directors disclaim
beneficial ownership.
-47-
(2) Ownership is less than 1%.
(3) The number of shares shown as owned directly by Stanley I. Rafalo
includes 17,051 shares of common capital stock of the Company held by him as
a trustee of various trusts for the benefit of persons related to Benjamin
Gettler, including 5,000 as trustee for Thomas D. Gettler. Thomas D. Gettler
is the son of Benjamin Gettler.
EXECUTIVE COMPENSATION
The following table shows the compensation and stock option awards for the
last three fiscal years, and other annual compensation and all other
compensation for 1997, to the Chief Executive Officer and for each person who
was an executive officer and whose compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
-------------------------------------- ------------
Other All other
Annual Compen-
Name and Year Salary($) Bonus(1) Compen- Options/ sation (4)
Principal Position sation ($) SARs (#) ($)
- ------------------------------------------------------------------------------
Benjamin Gettler
Chairman of the
Board and President 1997 275,000 25,000 0 O(2) 12,750
1996 225,000 64,500 0 0(2) 12,000
1995 225,000 64,500 0 71,000(3) 12,000
________
(1) A cash bonus of $25,000 and $64,000 were paid to Mr. Gettler in 1997 and
1996. No cash bonus was paid in 1995. The amounts shown for 1995
represents the value of 3,000 shares of Vulcan common stock given in each
of that year in lieu of a cash bonus.
(2) Mr. Gettler exercised options on 71,000 shares in 1996. There were
no options or SARs outstanding at the end of 1996 or 1997.
(3) Mr. Gettler did not exercise any options in 1995. At the end of 1995,
there were options on 46,000 shares outstanding at a price of $19.75 and
options for 25,000 shares outstanding at a price of $20.00 per share.
(4) Director and Executive Committee Fees.
-48-
STOCK OPTION PLAN
The Vulcan International Corporation Stock Option Plan (the "Plan") was
adopted by the Board of Directors of the Company at its September 5, 1991
meeting. The purpose of the Plan is to provide additional incentives in order
that the Company may retain key personnel. The Plan provides for the granting
of options to purchase totaling not more than 300,000 shares of common stock
from the Company's treasury shares of which 177,000 have not previously been
granted. The Plan is administered by a Stock Option Committee consisting of
not less than three (3) Directors of the Corporation who are not eligible to
receive options under the Plan. The current Committee consists of Directors
Crutchfield, Rafalo and Aconsky. The Committee determines the key employees
to whom the options are granted, the term of the option and the number of
shares of each grant subject to the option. The option price is such price as
may be determined by the Board of Directors. Each option continues for the
period determined by the Committee, which shall be not less than one (1) year
or more than three (3) years from the date of its grant. The Plan provides
that each key employee to whom an option is granted shall as a condition of
his right to exercise such option, agree to remain in the continuous
employment of the Company for a period of at least two years from the date of
exercise of the option, unless he is prevented from doing so by death or
disability. Under the Plan, the Company has the option to repurchase shares
from an optionee who terminates employment prior to the expiration of the
two-year period.
OPTION GRANTS IN LAST FISCAL YEAR
None
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
None
PENSIONS
Under the terms of the Company's retirement Plan for salaried employees,
salaried personnel are entitled to retire at age 65 with benefits computed on
the basis of salary and length of service. The maximum length of service
which can be taken into account is 30 years. The method of computing benefits
under the retirement plan is: the number of years of employment multiplied by
the sum of 1.0% of average monthly salary and .65% of such salary in excess of
Social Security covered compensation (all based on the highest 60 consecutive
monthly salaries). The aggregate contribution made for the 1996-1997 Plan
year was $-0-. For purposes of the Plan, annual compensation means a
participant's W-2 earnings for federal income tax purposes, excluding
commissions and taxable fringe benefits. Mr. Gettler has reached normal
retirement age and has more than 30 years of service. Pursuant to the ERISA
statue, Mr. Gettler was required to begin receiving his monthly pension
benefits upon reaching age 70 1/2, namely April 1, 1997 and received $111,429
in 1997 from the Plan. In 1998, he will receive $148,586 from the Plan, based
upon the selection of a joint and 100% survivor benefit.
-49-
PERFORMANCE GRAPH
5-YEAR CUMULATIVE TOTAL RETURN
COMPARISON OF VULCAN INTERNATIONAL CORPORATION WITH
AMEX MARKET INDEX AND PEER GROUP INDEX
FISCAL YEAR ENDING
---------------------------------------------------------
COMPANY 1992 1993 1994 1995 1996 1997
VULCAN INTERNAT
CORP 100.00 116.08 99.92 128.37 188.39 245.81
PEER GROUP 100.00 134.52 103.64 141.41 164.51 206.19
BROAD MARKET 100.00 118.81 104.95 135.28 142.74 171.76
ASSUMES $100 INVESTED ON JANUARY 1, 1993
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DECEMBER 31, 1997
COMPANIES COMPRISING THE PEER GROUP
The peer group used in constructing the graph in the Proxy Statement showing
the yearly percentage change in cumulative total return consists of the
complete list of suppliers to the shoe industry provided by the Footwear
Industries of America, the industry association:
Bontex Inc.
Fugua Enterprises
Goodyear Tire & Rubber Co.
Jaclyn Inc.
Katy Ind.
Lydall Inc.
Vulcan International Corporation
-50-
DIRECTORS' MEETINGS, COMMITTEE INFORMATION, FEES AND
OTHER DIRECTOR TRANSACTIONS
There were five (5) meetings of the Board of Directors in 1997. All Directors
attended at least 75% of the total number of Directors' meetings and all
Directors attended at least 75% of Committee meetings held by committees on
which they served.
The Board of Directors has established two standing committees, namely, an
Executive Committee and an Audit and Compensation Committee. The Executive
Committee currently consists of Directors Crutchfield, B. Gettler, Rafalo and
Buckley and has, in the interim between meetings of the Board of Directors,
all of the powers of the Board subject to certain limitations. There were six
(6) formal meetings of the Executive Committee in 1997.
The Audit and Compensation Committee currently consists of Messrs. Lewis,
Aconsky and Rafalo. The Audit and Compensation Committee reviews the adequacy
and sufficiency of the Company's accounting procedures, reviews a report from
the independent CPAs prior to the publication of the audited financial
statements and considers and recommends to the Board of Directors the
selection of the independent CPAs to examine the consolidated financial
statements of the Company for the next year. The Committee also reviews and
recommends salaries and bonuses of Company executive officers. The Audit and
Compensation Committee had two meetings in 1997.
The Company pays each of its Directors $8,000 per year as a director fee. In
addition, the members of the Executive Committee are paid $5,000 per year for
serving on that Committee. The members of the Audit and Compensation
Committee are paid $300 per meeting attended.
There is in effect a Resolution of the Board of Directors pursuant to which
any Director may purchase up to 25,000 treasury shares of company stock at the
closing bid on the American Stock Exchange on the date of the exercise of such
election to purchase. No shares were purchased in 1997, pursuant to this
Resolution.
During the year 1997, the Company and its subsidiary companies accrued a total
of $115,650 to the law firm of Gettler & Buckley for all legal services to
those companies and to Vulcan-Brunswick, a Joint Venture owned 50% by the
Company. Directors Benjamin Gettler and Dennis J. Buckley are members of
Gettler & Buckley.
-51-
COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
Committee's Compensation Policy
It is the policy of the Compensation Committee that the Company's Executive
Officers should be compensated in accordance with the responsibilities of
their position, and their performance in office. Included among the factors
considered by the Compensation Committee in carrying out such compensation
policies are the historical compensation paid officers of this Company and the
compensation paid to executives in similar positions in other companies as
well as the Company performance in the fiscal year in question compared to
prior fiscal years. The Compensation Committee reviews all relevant factors
relating to such performance, including the general economic climate and the
climate of the particular industries in which this Company is involved.
In carrying out the foregoing policies, the Compensation Committee also used
the factors and criteria set forth hereinafter in determining the annual
compensation of the Chief Executive Officer and President of the Company for
1997 and his salary for 1998. The position of Chief Executive Officer and
President is held by a single individual, Mr. Benjamin Gettler.
The Company currently has only one officer who is paid over $100,000 per year
compared to three such officers prior to Mr. Gettler assuming the position of
Chief Executive Officer and President following the death of then C.E.O. Lloyd
Miller in April, 1990. In the year preceding his death, Mr. Miller and Mr.
Gettler were paid a total of $497,000. The two offices were combined and Mr.
Gettler has carried out all of the duties of both offices.
The Company had a loss in 1995. A number of strategic decisions were made
in early 1996 under the leadership of Mr. Gettler. As a result of those
strategic decisions and the follow-up required to execute those decisions, the
Company had experienced a significant turnaround, resulting in earnings of
over $1,700,000 in 1996. Through the first eleven months of 1997, the Company
has had unaudited net operating earnings approximately those for the same
period in 1996.
During the past three years, Mr. Gettler's annual compensation has been as
follows:
Year Salary Bonus Total
---- ------ ----- -----
1996 $225,000 $64,500 $289,500
1995 225,000 64,500 289,500
1994 225,000 52,125 277,125
-52-
For 1997, the Committee decided to place more of Mr. Gettler's total
compensation package in the form of base salary and, accordingly, increase the
base salary to $275,000 in 1997. The Committee has determined that a bonus of
$25,000 is appropriate for 1997 in view of his increase salary. The Committee
also determined to keep Mr. Gettler's base salary at the same level in 1998.
Accordingly, it is the decision of the Committee that Mr. Gettler receive a
bonus of $25,000 for 1997 and that his base remain the same in 1998, namely,
$275,000.
Audit and Compensation Committee, December 10, 1997
L. Aconsky, J.K. Lewis and S.I. Rafalo, Committee Members
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The principal accountant of the Company is J. D. Cloud & Co. L.L.P., certified
public accountants. That firm has acted as the principal accountant of the
Company since 1956. At the meeting of the Board of Directors following the
May, 1997 meeting, the Board again selected that firm to continue to serve as
the Company's principal independent public accountants. The practice of the
Board of Directors in making a selection at such meeting has been followed by
the Company since 1956. The same practice will be followed after the May,
1998 Annual Meeting of Shareholders. Management is not aware of any intended
change of principal independent public accountants. Representatives of J. D.
Cloud & Co. L.L.P. are not expected to attend the Annual Meeting.
PROPOSALS OF SECURITY HOLDERS
No shareholder proposals will be considered at this year's annual meeting.
In the event that any security holder intends to present a proposal at the
1999 Annual Meeting of the Company and such security holder desires that the
proposal be included in the Company's proxy statement and form of proxy
relating to that meeting, such proposal must be received by the Company by no
later than 4:30 P.M. December 1, 1998.
GENERAL
The Company, as of February 1, 1998 had outstanding 1,211,344 shares of
capital stock, each of which is entitled to one vote. The record date for
determining shareholders entitled to notice and to vote at the meeting is
close of business March 25, 1998.
The management knows of no other business to be brought before the meeting for
action by the shareholders. If any other matters properly come before the
meeting, the proxies in the enclosed form, unless otherwise specified, will be
voted on such matters in accordance with the judgment of the Proxy Committee.
BENJAMIN GETTLER
Chairman of the Board
and President
-53-
Exhibit 21
VULCAN INTERNATIONAL CORPORATION
SUBSIDIARIES OF THE REGISTRANT
At December 31, 1997
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%
-54-
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, 1997 and 1996, and for each of
the three years in the period ended December 31, 1997, and have issued our
report thereon dated February 12, 1998; such Consolidated Financial Statements
and report are included in Part IV, Item 14(a)1 of this Form 10-K and the 1997
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 12, 1998
-55-
EXHIBIT 99.2
Schedule II
VULCAN INTERNATIONAL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
1997 1996 1995
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 $282,847 221,952 207,436
Additions:
(1) Charged to costs and expenses 49,500 90,000 54,368
(2) Charged to Other Accounts - - -
Deductions:
Write off of bad debts 71,930 29,105 39,852
------- ------- -------
Balance at End of Period $260,417 282,847 221,952
======= ======= =======
-56-
EXHIBIT 99.3
VULCAN-BRUNSWICK BOWLING PIN COMPANY
FINANCIAL STATEMENTS
For the year ended December 31, 1997
J.D. CLOUD & CO. L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS
CINCINNATI, OHIO
-57-
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, 1997 and 1996, and the related statements of
income, partners' capital, and cash flows for the years 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 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, 1997 and 1996, and the results of its operations and
its cash flows for the years then ended, in conformity with generally accepted
accounting principles.
/s/ J.D. CLOUD & CO. L.L.P.
Certified Public Accountants
Cincinnati, Ohio
January 30, 1998
-58-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
BALANCE SHEETS
At December 31, 1997 and 1996
- ASSETS - 1997 1996
CURRENT ASSETS:
Cash $ 289,492 666,431
Accounts receivable 849,642 859,620
Inventories 888,350 837,976
Prepaid expense 11,584 11,937
---------- ----------
TOTAL CURRENT ASSETS 2,039,068 2,375,964
---------- ----------
PROPERTY, PLANT AND EQUIPMENT
Land 72,251 72,251
Buildings and improvements 3,922,542 3,871,700
Machinery and equipment 4,660,533 4,582,407
Construction in progress 15,475 -
---------- ----------
Total 8,670,801 8,526,358
Less - Accumulated depreciation 4,803,722 4,131,555
---------- ----------
NET PROPERTY, PLANT AND EQUIPMENT 3,867,079 4,394,803
---------- ----------
OTHER ASSETS:
Product development costs and other
intangibles - at cost (less accumulated
amortization; 1997 - $700,180;
1996 - $606,292) 3,050,192 3,144,080
Other 166,206 152,020
---------- ----------
TOTAL OTHER ASSETS 3,216,398 3,296,100
---------- ----------
TOTAL ASSETS $ 9,122,545 10,066,867
========== ==========
- LIABILITIES AND PARTNERS' CAPITAL -
CURRENT LIABILITIES:
Accounts payable $ 138,107 235,870
Accrued expenses -
Salaries and wages 137,546 123,790
Taxes and other 105,994 119,357
---------- ----------
TOTAL CURRENT LIABILITIES 381,647 479,017
---------- ----------
PARTNERS' CAPITAL 8,740,898 9,587,850
---------- ----------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL $ 9,122,545 10,066,867
========== ==========
The accompanying notes to financial statements are an integral part of this
statement.
-59-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
STATEMENTS OF INCOME
For the years ended December 31, 1997 and 1996
1997 1996
NET SALES $13,687,323 13,373,665
---------- ----------
COST AND EXPENSES:
Cost of sales 12,399,347 12,132,266
Administrative 30,000 30,000
Interest - 504
---------- ----------
TOTAL COST AND EXPENSES 12,429,347 12,162,770
---------- ----------
INCOME FROM OPERATIONS 1,257,976 1,210,895
OTHER INCOME (EXPENSE) - NET 72,364 13,475
---------- ----------
NET INCOME $ 1,330,340 1,224,370
========== ==========
The accompanying notes to financial statements are an integral part of this
statement.
-60-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
STATEMENTS OF PARTNERS' CAPITAL
For the years ended December 31, 1997 and 1996
BRUNSWICK TOTAL
VULCAN BOWLING PIN PARTNERS'
CORPORATION CORPORATION CAPITAL
BALANCE - JANUARY 1, 1996 $ 4,831,740 4,831,740 9,663,480
Add - Net income 612,185 612,185 1,224,370
Less - Distributions (650,000) (650,000) (1,300,000)
---------- ---------- ----------
BALANCE - DECEMBER 31, 1996 4,793,925 4,793,925 9,587,850
Add - Net income 665,170 665,170 1,330,340
Less - Distributions (1,088,646) (1,088,646) (2,177,292)
---------- ---------- ----------
BALANCE - DECEMBER 31, 1997 $ 4,370,449 4,370,449 8,740,898
========== ========== ==========
The accompanying notes to financial statements are an integral part of this
statement.
-61-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1997 and 1996
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers $ 13,635,981 12,786,051
Cash paid to suppliers and employees (11,824,869) (10,884,561)
Interest received 29,960 18,435
Interest paid - (504)
----------- -----------
NET CASH FLOWS FROM OPERATING ACTIVITIES 1,841,072 1,919,421
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (161,960) (234,125)
Proceeds from sale of property, plant and
equipment 43,949 120,933
----------- -----------
NET CASH FLOWS FROM INVESTING ACTIVITIES (118,011) (113,192)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under credit agreement - 200,000
Principal payments under credit agreement - (200,000)
Cash distributions to partners (2,100,000) (1,300,000)
----------- -----------
NET CASH FLOWS FROM FINANCING ACTIVITIES (2,100,000) (1,300,000)
----------- -----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (376,939) 506,229
CASH AND CASH EQUIVALENTS AT BEGINNING
OF YEAR 666,431 160,202
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 289,492 666,431
=========== ===========
RECONCILIATION OF NET INCOME TO NET CASH
FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,330,340 1,224,370
Depreciation 672,167 813,427
Amortization 93,888 93,888
(Gain) loss on disposal of property
and equipment (26,432) 17,510
(Increase) in accounts receivable (67,314) (600,164)
Decrease (increase) in inventories (50,374) 358,894
Decrease (increase) in prepaid expense
and other (13,833) 10,113
Increase (decrease) in accounts payable
and accrued expenses (97,370) 1,383
----------- -----------
NET CASH FLOWS FROM OPERATING
ACTIVITIES $ 1,841,072 1,919,421
=========== ===========
The accompanying notes to financial statements are an integral part of this
statement.
-62-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
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 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 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) entered into 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.
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 sufficient to relate the cost of depreciable assets to operations over
their estimated useful lives using straight-line and accelerated methods as
follows:
Buildings and improvements 15 to 39 years
Machinery and equipment 3 to 7 years
INTANGIBLES-
Product development costs and other intangible assets consist principally of
manufacturing technology and represent the fair market value assigned to such
assets on the date the Joint Venture was formed. Intangible assets are
amortized over 40 years on a straight-line basis.
-63-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
(Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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, 1997 and 1996 consisted of:
1997 1996
Raw materials $ 234,598 311,821
Work in process 645,862 515,184
Supplies 7,890 10,971
-------- -------
Total $ 888,350 837,976
======== =======
NOTE 3 - NOTE PAYABLE
The Joint Venture maintains a revolving credit agreement with its bank that
provides for borrowings of up to $1,500,000 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, 1997 and 1996.
-64-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
(Continued)
NOTE 4 - RETIREMENT PLAN
The Joint Venture maintains a defined benefit pension plan covering
substantially all union employees. Net pension expense recognized in the
accompanying statements of income consisted of:
1997 1996
Service cost $ 28,960 28,841
Interest cost 19,778 17,949
Return on plan assets:
Actual (11,065) (14,832)
Deferred (16,680) (9,017)
Amortization of unrecognized net
transition obligation 468 468
Amortization of prior service cost 2,465 2,465
Amortization of unrecognized net loss 1,994 2,917
------- -------
Net pension expense $ 25,920 28,791
======= =======
The funded status of the plan and amounts reported in the accompanying balance
sheets are summarized as follows:
1997 1996
Actuarial present value of
benefit obligations:
Vested $251,370 214,660
Nonvested 19,805 28,995
------- -------
Accumulated benefit obligation $271,175 243,655
======= =======
Fair market value of plan assets $374,880 329,810
Projected benefit obligation 328,236 301,615
Excess of plan assets over
projected benefit obligation 46,644 28,195
Unrecognized net loss 79,564 80,894
Unrecognized prior service cost 34,720 37,185
Unrecognized net transition obligation 5,278 5,746
------- -------
Prepaid pension expense $166,206 152,020
======= =======
-65-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
(Continued)
NOTE 4 - RETIREMENT PLAN (Continued)
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:
1997 1996
Assumed discount rate 7.0% 7.0%
Expected long-term rate of return
on plan assets 8.0% 8.0%
Average remaining service period 18 years 18 years
NOTE 5 - RELATED PARTY TRANSACTIONS
The Joint Venture had 1997 and 1996 sales to Vulcan of approximately
$2,147,000 and $2,851,000, respectively, and 1997 and 1996 sales to Brunswick
of approximately $11,541,000 and $10,522,000, respectively.
The Joint Venture purchased raw materials from Vulcan for approximately
$298,000 in 1997 and $315,000 in 1996. The Joint Venture also paid accounting
and administrative fees of $30,000 to Vulcan in 1997 and 1996.
Accounts receivable from Brunswick amounted to $693,000 and $616,000 at
December 31, 1997 and 1996, respectively. Accounts receivable from Vulcan at
December 31, 1997, amounted to $148,000. Accounts payable to Vulcan amounted
to $35,000 at December 31, 1996.
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.
-66-
VULCAN-BRUNSWICK BOWLING PIN COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
(Continued)
NOTE 6 - RISKS AND UNCERTAINTIES (Continued)
The Joint Venture currently purchases all its bowling pin bases from Vulcan.
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, 1995 the Joint Venture recorded a receivable of $75,479 from
Vulcan Corporation pertaining to alleged defective bowling pin bases which
claim Vulcan denied. Brunswick also had claims against Vulcan and the Joint
Venture related to alleged defective bowling pin bases. In September, 1996,
Vulcan offered not to contest the Joint Venture claim if that resolved
Brunswick's claims. The entire matter was resolved in 1997 by the Joint
Venture partners by Vulcan making a cash payment of $75,000 on December 11,
1997 directly to Brunswick.
Financial instruments which potentially subject the Joint Venture to
concentrations of credit risk are cash investments. The Joint Venture places
its cash investments with high-quality financial institutions. The Joint
Venture believes no significant concentration of credit risk exists with
respect to these cash investments.
-67-
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 27, 1998
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/ Dennis J. Buckley
- -------------------------- -------------------------------
By: Benjamin Gettler By: Dennis J. Buckley
(Director) (Director)
/s/ Stanley I. Rafalo
- --------------------------
By: Stanley I. Rafalo
(Director)
/s/ William T. Crutchfield
- --------------------------
By: William T. Crutchfield
(Director)
-68-