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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1999
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 No. 333-43523
Elgin National Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 36-3908410
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2001 Butterfield Road, Suite 1020, Downers Grove, Illinois 60515-1050
(Address of principal executive offices)
Telephone Number: 630-434-7243
(Registrant's telephone number, including area code)
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. [X] YesNo
As of April 30, 1999, there were outstanding 6,408.3 shares of Class A
Common Stock and 19,951.7 shares of Preferred Stock.
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ELGIN NATIONAL INDUSTRIES, INC.
TABLE OF CONTENTS
<TABLE>
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Page
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PART I--FINANCIAL INFORMATION
ITEM 1--Financial Statements
Consolidated Balance Sheets as of March 31, 1999 and December 31,
1998................................................................. 3
Consolidated Statements of Income for the Three Months Ended March 31,
1999 and
March 31, 1998....................................................... 4
Consolidated Statements of Changes in Common Stockholder's Deficit for
the Three Months Ended March 31, 1999................................ 5
Condensed Consolidated Statements of Cash Flows for the Three Months
Ended
March 31, 1999 and March 31, 1998.................................... 6
Notes to Condensed Consolidated Financial Statements.................. 7
ITEM 2--Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................. 9
ITEM 3--Quantitative and Qualitative Disclosures about Market Risk...... 12
PART II--OTHER INFORMATION
ITEM 1--Legal Proceedings............................................... 13
ITEM 6--Exhibits and Reports on Form 8-K................................ 13
SIGNATURES................................................................ 14
EXHIBIT INDEX............................................................. 15
</TABLE>
2
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PART I
ITEM 1. FINANCIAL STATEMENTS
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(in thousands except share data)
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1999 1998
------ --------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents............................ $ 13,654 $ 9,981
Accounts receivable, net............................. 23,871 27,389
Inventories, net..................................... 14,785 13,880
Prepaid expenses and other assets.................... 1,031 1,318
Deferred income tax.................................. 2,811 2,811
-------- --------
Total current assets............................... 56,152 55,379
Property, plant and equipment, net..................... 15,033 15,344
Other assets........................................... 24,992 24,700
Goodwill and intangibles............................... 8,047 8,287
-------- --------
Total assets....................................... $104,224 $103,710
======== ========
<CAPTION>
LIABILITIES AND COMMON STOCKHOLDER'S DEFICIT
--------------------------------------------
<S> <C> <C>
Current liabilities:
Current portion of long-term debt.................... $ 313 $ 330
Accounts payable & accrued expenses.................. 30,976 29,234
-------- --------
Total current liabilities.......................... 31,289 29,564
Long-term debt less current portion.................... 82,546 85,109
Other liabilities...................................... 1,790 1,728
Deferred income tax.................................... 2,429 2,557
-------- --------
Total liabilities.................................. 118,054 118,958
-------- --------
Redeemable preferred stock units....................... 11,288 11,106
-------- --------
Redeemable preferred stock............................. 3,096 3,046
-------- --------
Common stockholder's deficit:
Common stock, Class A par value $.01 per share;
authorized 23,678 shares; 6,408 issued and
outstanding
Retained deficit..................................... (28,214) (29,400)
-------- --------
Total stockholder's deficit........................ (28,214) (29,400)
-------- --------
Total liabilities and stockholder's deficit........ $104,224 $103,710
======== ========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements
3
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ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME
For the Three Months Ended March 31, 1999 and 1998
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
Net sales..................................................... $34,588 $33,892
Cost of sales................................................. 24,669 25,246
------- -------
Gross profit.............................................. 9,919 8,646
Selling, general and administrative expenses.................. 5,573 5,507
Amortization expense.......................................... 240 682
------- -------
Operating income.......................................... 4,106 2,457
Other expenses (income)
Interest income............................................. (483) (222)
Interest expense............................................ 2,371 2,348
------- -------
Income before income taxes.................................... 2,218 331
Provision for income taxes.................................... 869 116
------- -------
Net income.................................................... $ 1,349 $ 215
======= =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements
4
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ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDER'S DEFICIT
For the Three Months Ended March 31, 1999
(in thousands except share data)
(Unaudited)
<TABLE>
<CAPTION>
Total
Common Retained Shareholder's
Stock (Deficit) Deficit
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<S> <C> <C> <C>
Balance as of December 31, 1998............... $ -- $(29,400) $(29,400)
Net income for the three months ended March
31, 1999..................................... -- 1,349 1,349
Redeemable preferred stock unit dividends, net
of tax of $70................................ -- (113) (113)
Redeemable preferred stock dividends (19,952
shares at $2.50 per share)................... -- (50) (50)
----- -------- --------
Balance as of March 31, 1999.................. $ -- $(28,214) $(28,214)
===== ======== ========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements
5
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ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 1999 and 1998
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
Net cash provided by operating activities..................... $ 6,596 $10,149
------- -------
Cash flows from investing activities:
Purchase of property, plant and equipment................... (343) (203)
------- -------
Net cash used by investing activities....................... (343) (203)
------- -------
Cash flows from financing activities:
Repayments of long-term debt................................ (2,580) (76)
------- -------
Net cash used by financing activities....................... (2,580) (76)
------- -------
Net increase in cash.......................................... 3,673 9,870
Cash and cash equivalents at beginning of period.............. 9,981 9,337
------- -------
Cash and cash equivalents at end of period.................... $13,654 $19,207
======= =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements
6
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ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Report Preparation
The accompanying consolidated financial statements, which have not been
audited by independent certified public accountants, were prepared in
conformity with generally accepted accounting principles and such principles
were applied on a basis consistent with the preparation of the audited
consolidated financial statements included in the Company's December 31, 1998
10-K filed with the Securities and Exchange Commission. The financial
information furnished includes all normal recurring accrual adjustments which
are, in the opinion of management, necessary for a fair statement of results
for the interim period. Results for the first three months of 1999 are not
necessarily indicative of the results to be expected for the full year. For
further information refer to the Company's consolidated financial statements
included in the annual report on Form 10-K.
2. Inventories
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
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(in thousands)
<S> <C> <C>
Finished goods........................................... $ 9,072 $ 8,465
Work-in-process.......................................... 1,861 1,635
Raw materials............................................ 5,934 5,822
------- -------
16,867 15,922
Less excess and obsolete reserve......................... 2,082 2,042
------- -------
$14,785 $13,880
======= =======
</TABLE>
7
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3. Segment Information
The Company operates primarily in two industries, Manufactured Products and
Engineering Services. In accordance with the Company's method of internal
reporting, corporate headquarters costs are not allocated to the individual
segments. Information about the Company by industry is presented below for the
three months ended March 31:
<TABLE>
<CAPTION>
1999 1998
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(In thousands)
<S> <C> <C>
Net sales to external customers:
Manufactured Products...................................... $19,557 $19,611
Engineering Services....................................... 15,031 14,281
------- -------
Total net sales to external customers.................... $34,558 $33,892
======= =======
Net sales to internal customers:
Manufactured Products...................................... $ 310 $ 497
Engineering Services....................................... 55 208
------- -------
Total net sales to internal customers.................... $ 365 $ 705
======= =======
Total Net Sales
Manufactured Products...................................... $19,867 $20,108
Engineering Services....................................... 15,086 14,489
------- -------
Total net sales.......................................... 34,953 34,597
Elimination of net sales to internal customers............... 365 705
------- -------
Total consolidated net sales............................. $34,588 $33,892
======= =======
Earnings before interest, taxes and amortization:
Manufactured Products...................................... $ 3,460 $ 3,412
Engineering Services....................................... 2,103 907
------- -------
Total segment earnings before interest, taxes and
amortization............................................ 5,563 4,319
Amortization................................................. (240) (682)
Interest income.............................................. 483 222
Interest expense............................................. (2,371) (2,348)
Corporate expenses before Interest, taxes and amortization... (1,217) (1,180)
------- -------
Consolidated income before income taxes.................... $ 2,218 $ 331
======= =======
</TABLE>
4. Contingencies
The Company has claims against others, and there are claims by others
against it, in a variety of matters arising out of the conduct of the Company's
business. The ultimate resolution of all such claims would not, in the opinion
of management, have a material effect on the Company's financial position, cash
flows or results of operations.
5. Adoption of Accounting Principles
The Company will implement the provisions of Statement of Accounting
Standard No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (SFAS No. 133), which will be effective for fiscal years beginning
after June 15, 1999. SFAS No. 133 requires all derivatives to be recognized in
the statement of financial position as either assets or liabilities and
measured at fair value. In addition, all hedging relationships must be
designated, reassessed and documented pursuant to the provisions of SFAS No.
133. Management believes the adoption of SFAS No. 133 will not have a material
effect on the Company.
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
Three Months Ended March 31, 1999 Compared to Three Months Ended March 31,
1998
Net Sales: Net sales for the quarter ended March 31, 1999 increased $0.7
million, or 2.1%, to $34.6 million from $33.9 million for the corresponding
period in 1998 primarily due to the size of engineering services projects in
process. For the three months ended March 31, 1999, the Company had six larger
projects with sales in excess of $1.0 million, totalling $10.2 million in
sales, compared to three such projects totalling $6.7 million in sales for the
corresponding period in 1998. The larger projects were partially offset with
lower sales of smaller engineering services projects in the quarter ended March
31, 1999.
Gross Profit: Gross profit for the quarter ended March 31, 1999 increased
$1.3 million, or 14.7%, to $9.9 million from $8.6 million for the corresponding
period in 1998. As a percentage of net sales, the gross profit increased to
28.7% for the quarter ended March 31, 1999 from 25.5% for the corresponding
period in 1998. The increase was primarily due to a reduction in the cost of
sales of approximately $1.6 million due to the settlement of a lawsuit relating
to an engineering contract claim. Without the effect of this settlement the
gross profit would have decreased approximately $0.3 million primarily due to
higher margins recorded on projects between $.3 million and $1.0 million for
the quarter ended March 31, 1998 compared to the quarter ended March 31, 1999.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses of the Company for the quarter ended March 31, 1999 of
$5.6 million were $0.1 million, or 1.2%, higher than the selling, general and
administrative expenses for the corresponding period in 1998 mainly due to
increased selling efforts. As a percentage of net sales, selling, general and
administrative expenses decreased slightly from 16.2% for the quarter ended
March 31, 1998 to 16.1% for the quarter ended March 31, 1999 due to the
increased sales level.
Amortization Expense: Amortization expense of the Company for the quarter
ended March 31, 1999 decreased $0.5 million, or 64.8%, to $0.2 million from
$0.7 million for the corresponding period in 1998. The decrease was
attributable to decreased amortization expense related to non-compete
agreements.
Interest Income: Interest income of the Company for the quarter ended March
31, 1999 of $0.5 million increased $0.3 million or 117.6% from $0.2 million for
the corresponding period in 1998. This increase was due to increased interest
bearing deposits, along with interest received on a lawsuit settlement.
Interest Expense: Interest expense of the Company for the quarter ended
March 31, 1999 of $2.4 million approximated the interest expense for the
corresponding period in 1998.
Provision for Income Taxes: Provision for income taxes of the Company for
the quarter ended March 31, 1999 increased $0.8 million, or 649.1%, to $0.9
million from $0.1 million for the corresponding period ended March 31, 1998.
The increase in the provision for income taxes was due primarily to higher
earnings before income taxes.
Net Income: The net income for the Company for the three months ended March
31, 1999 increased $1.1 million, or 527.4%, to $1.3 million from $0.2 million
for the quarter ended March 31, 1998 for the reasons discussed above. Net
income as a percentage of net sales increased to 3.9% for the quarter ended
March 31, 1999 from 0.6% for the corresponding quarter in 1998.
Liquidity and Capital Resources
Net cash provided by operating activities for the three months ended March
31, 1999 of $6.6 million was generated from decreased accounts receivable,
increased accounts payable and accrued expenses, and cash
9
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generated from net income and non-cash charges, partially offset by cash used
to increase inventories and other assets. Cash flows from operations for any
specific period are often materially affected by the timing and amounts of cash
receipts and cash disbursements related to engineering services projects.
Cash was used in investing activities for the three months ended March 31,
1999 of $0.3 million compared with $0.2 million for the three months ended
March 31, 1998 for capital expenditures resulting from the Company's regular
practice of upgrading and maintaining its equipment base and facilities.
Cash used in financing activities for the three months ended March 31, 1999
totaled $2.6 million, and was attributable to the repurchase of $2.5 million of
the Company's long-term debt and the scheduled repayments of the Company's
notes payable.
The Company's liquidity requirements, both long term (over one year) and
short term, are for working capital, capital expenditures and debt service. The
primary source for meeting these needs has been funds provided by operations.
Based on current and planned operations, the Company believes that funds
provided from operations, along with cash on hand, will be adequate to meet its
anticipated debt service requirements, working capital needs and capital
expenditures. The Company has a credit facility to provide a $20.0 million
revolving line of credit, subject to borrowing base limitations. The term of
this facility expires in November, 2000. At March 31, 1999, there were no
borrowings under the Senior Credit Facility (excluding $4.7 million in
outstanding letters of credit).
Backlog
The Company's backlog consists primarily of that portion of engineering
services contracts that have been awarded but not performed and also includes
open manufacturing orders. Backlog at March 31, 1999 had increased $31.4
million, or 53.6%, to $89.9 million from $58.5 million at December 31, 1998. A
substantial majority of current backlog is expected to be realized in the next
twelve months.
Year 2000
The following constitutes a Year 2000 readiness disclosure statement of the
Company.
The Year 2000 (or "Y2K") issue denotes the possible inability of computers,
hardware or software to perform properly due to the inability to interpret date
information correctly before, during or after the Year 2000 including all of
the associated consequences of such failures on the Company's operations. If
not corrected, such situations could result in computer-system failures or
miscalculations causing disruptions in the Company's operations.
The Company has developed and is implementing a program (the "Y2K Program")
to address the Y2K issue. The Y2K Program is coordinated at the corporate level
through its Year 2000 committee and is implemented by teams in the Company's
operating units. The Y2K Program is being implemented in three phases. Phase I
is to identify Company systems vulnerable to Y2K issues. Phase II is the
remediation or replacement of critical items. Phase III is the final testing of
each major area to test readiness. Progress of the Y2K Program is presented on
a regular basis to the Company's senior management and to the Audit Committee
of the Company's Board of Directors. In addition the Company has identified
three major areas determined to be critical for successful Y2K readiness: (1)
financial and informational systems applications, (2) manufacturing
applications and (3) third-party relationships.
In accordance with Phase I of the Y2K Program, the Company has conducted an
internal review of systems and has contacted software suppliers to determine
major areas of vulnerability. Critical systems needing to be replaced or
updated are being identified. In the manufacturing applications area the
Company has sent each operating unit an extensive checklist of items to review
that covers hardware, software, operating
10
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systems and embedded systems. The Company currently believes that no critical
systems will need to be replaced in the manufacturing area in order for the
Company to be Y2K ready, although analysis of this issue is continuing. The
Company has developed a questionnaire in order to assess the Y2K readiness of
its critical vendors. For purposes of the Y2K issue, the Company has identified
its critical vendors as consisting primarily of large volume suppliers, sole
source suppliers, foreign suppliers, and utility companies. The Company has
also compiled a listing of its major customers. The Company has developed a
questionnaire in order to assess its customers' Y2K readiness as it relates to
issuing purchase orders, accepting shipments, and paying invoices on a timely
basis.
In accordance with Phase II of the Y2K Program, the Company has utilized
each operating unit's checklist in monitoring progress towards Y2K readiness.
The Company has already replaced computer and related accounting systems at
four locations, which were deemed to be non-compliant and in need of updated
software. For all other locations, software upgrades and corrective action to
make these locations Y2K ready are scheduled to be completed by the end of
September, 1999. The Company's Y2K plans call for each operating unit to report
its progress towards Y2K readiness to the Company on a periodic basis using
this checklist as a guide.
After Phase II, the remediation phase, is completed, Phase III, the testing
phase, will verify if the affected systems have been properly repaired. If
during this phase it is determined that additional repairs are required, such
repairs will be made, or alternative corrective actions taken. This phase is
scheduled to be completed by the end of November, 1999.
The Company estimates the total cost of its Year 2000 readiness program at
approximately $0.4 million, consisting of both internal and external costs,
primarily for hardware and software upgrades and replacements (although a
substantial portion of the cost of new hardware and software would have been
purchased by the Company through the regular and routine upgrading of systems).
Such hardware and software will be capitalized and depreciated over the
estimated useful lives of the related assets in accordance with the Company's
accounting policy. All other expenditures will be charged to expense.
The failure to identify and correct a Year 2000 problem could result in an
interruption in, or failure of, certain normal business activities or
operations. The Company does not expect such failures to have a materially
adverse effect on its results of operations or financial condition. However,
because of the general uncertainty about Year 2000 readiness throughout the
world economy, which results in uncertainties regarding the readiness of
vendors, customers, utilities, municipalities or other matters outside its
control, the Company is currently unable to determine whether Year 2000
problems may have a materially adverse effect on its results of operations or
financial condition. As the Company's Year 2000 readiness progresses, the level
of uncertainty about this matter is being reduced as it relates to
uncertainties about the Company's own degree of Year 2000 readiness and the
readiness of its vendors and customers.
It is not presently possible to describe a reasonably likely "worst case
Year 2000 scenario" without making numerous assumptions. The Company presently
believes that a most likely worst case scenario would make it necessary for the
Company to replace some suppliers, rearrange some work plans, or perhaps
interrupt some of its operations. Assuming that this assessment is correct, the
Company does not believe that such circumstances would have a materially
adverse effect on its financial condition or results of operations, even if it
is necessary to incur additional costs to correct unanticipated readiness
failures.
The Company currently has no contingency plans in place in the event it does
not complete all phases of its Year 2000 readiness program by December 31,
1999, or if all or portions of the Y2K Program prove to be inadequate in
addressing the Y2K issue. The Company currently is working to identify those
business areas where contingency plans will be necessary and feasible and
expects to have completed enough of its readiness work by July, 1999 to have
this listing complete. Any contingency plan will be based on its best estimates
of numerous factors, which, in turn will be derived by relying on numerous
assumptions about future events.
11
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However, there can be no assurance that these assumptions or estimates will
have been correctly made, or that the Company will have anticipated all
relevant factors, or that there will not be a delay in or increased costs
associated with the Company's Year 2000 program. Any delay in implementation of
the Year 2000 program could affect the Company's Year 2000 readiness. Specific
factors that might cause the actual outcome to differ from the projected
outcome include, without limitation, the continued availability of personnel
trained in the computer programming skills necessary for the remediation of
Year 2000 problems, the ability to locate and correct all relevant non-
compliant systems, timely and accurate responses by third parties, and the
ability to implement interfaces between new systems and systems not being
replaced.
Safe Harbor
Statements herein regarding Year 2000, the Company's ability to address Year
2000 issues, the Company's estimates regarding the magnitude and impact of Year
2000 issues, the Company's estimate of the total costs of its Year 2000
Program, the Company's ability to meet its liquidity requirements, and the
Company's expected realization of current backlog constitute forward-looking
statements within the meaning of the Securities Act of 1933 and the Securities
Act of 1934. Such statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from those projected. With
respect to estimated costs, management has made assumptions regarding among
other things, the costs and timing of the system upgrades necessary to make our
internal systems Year 2000 ready and the ability of the Company's vendors,
vendees, utilities and municipalities to meet their Year 2000 readiness
timetables. Further, statements herein regarding the Company's performance in
future periods are subject to risks relating to, deterioration of relationships
with, or the loss of material customers or suppliers, possible product
liability claims, decreases in demand for the Company's products, and adverse
changes in general market and industry conditions. Management believes these
forward-looking statements are reasonable; however, undue reliance should not
be placed on such forward-looking statements, which are based on current
expectations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company continues to use its reputation and established position in the
United States to generate sales in international markets. In the three months
ended March 31, 1999, approximately 12% of the Company's net sales were
attributable to services provided or products sold for use outside the United
States, primarily to Poland and Trinidad. In addition, the Engineering Services
Segment's backlog includes projects in Egypt and Venezuela. A portion of these
net sales and cost of sales is derived from international operations which are
conducted in foreign currencies. Changes in the value of these foreign
currencies relative to the U.S. dollar could adversely affect the Company's
business, financial condition, results of operation and debt service
capability. The majority of the Company's foreign sales and costs are
denominated in U.S. dollars. With respect to transactions denominated in
foreign currencies, the Company attempts to mitigate foreign exchange risk by
contractually shifting the burden of the risk of currency fluctuations to the
other party to the transactions. It has been the Company's historic practice to
conduct international sales in accordance with the foregoing. There can be no
assurance that the Company's strategies will ensure that the Company will be
fully protected from foreign exchange risk. Foreign sales, particularly
construction management projects undertaken at foreign locations, are subject
to various risks, including exposure to currency fluctuations, political,
religious and economic instability, local labor market conditions, the
imposition of foreign tariffs and other trade barriers, and changes in
governmental policies. There can be no assurance that the Company's foreign
operations, or expansion thereof, would not have a material adverse effect on
the Company's business, financial condition, results of operations and debt
service capability.
12
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PART II
ITEM 1. LEGAL PROCEEDINGS
The Company and its subsidiaries are involved in legal proceedings from time
to time in the ordinary course of its business. As of the date of this filing,
neither the Company nor any of its subsidiaries are a party to any lawsuit or
proceeding which, individually or in the aggregate, in the opinion of
management, is reasonably likely to have a material adverse effect on the
financial condition, results of operation or cash flow of the Company.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a)Exhibits
27.0 Financial Data Schedule
(b)Reports on Form 8-K
none
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Elgin National Industries, Inc.
By /s/ Wayne J. Conner
-------------------------------------
Name: Wayne J. Conner
Title:Vice President, Treasurer, and
Chief
Financial Officer
(Duly Authorized Officer and
Principal
Financial Officer)
Dated: May 11, 1999
14
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Footnote
Number Document Description Reference
------- -------------------- ---------
<C> <S> <C>
3.1 Certificate of Incorporation of Elgin National
Industries, Inc. (3)
3.2 Bylaws of Elgin National Industries, Inc. (3)
4.1 Indenture dated November 5, 1997, between Elgin National
Industries, Inc., subsidiaries and Norwest Bank
Minnesota, as Trustee. (2)
4.2 Form of 11% Senior Note due 2007 (included in Exhibit
4.1). (2)
4.3 Registration Rights Agreement dated November 5, 1997, by
and among Elgin National Industries, Inc., certain of
its subsidiaries, and BancAmerica Robertson Stephens and
CIBC Wood Gundy Securities Corp. (3)
4.4 Form of Subsidiary Guaranty (included in Exhibit 4.1). (2)
10.1 Credit Agreement dated as of September 24, 1993, as
Amended and Restated as of November 5, 1997, by and
among Elgin National Industries, Inc., various financial
institutions, and Bank of America National Trust and
Savings Association, individually and as agent. (2)
10.2 Employment and Non-Competition Agreement dated as of
November 5, 1997, between Elgin National Industries,
Inc. and Fred C. Schulte.* (2)
10.3 Employment and Non-Competition Agreement dated as of
November 5, 1997, between Elgin National Industries,
Inc. and Charles D. Hall.* (2)
10.4 Employment and Non-Competition Agreement dated as of
November 5, 1997, between Elgin National Industries,
Inc. and Wayne J. Conner.* (2)
10.5 The Elgin National Industries, Inc. Supplemental
Retirement Plan dated as of 1995, and effective January
1, 1995.* (3)
27 Financial Data Schedule (1)
</TABLE>
- --------
(1) Filed herewith.
(2) Incorporated by reference to Form S-4 Registration Statement of the Company
(File No. 333-43523) filed with the Commission on December 30, 1997.
(3) Incorporated by reference to Amendment No. 1 to Form S-4 Registration
Statement of the Company (File No. 333-43523) filed with the Commission on
January 23, 1998.
* Management contract or compensatory plan or arrangement.
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 13,654
<SECURITIES> 0
<RECEIVABLES> 24,489
<ALLOWANCES> 618
<INVENTORY> 14,785
<CURRENT-ASSETS> 56,152
<PP&E> 26,725
<DEPRECIATION> 11,692
<TOTAL-ASSETS> 104,224
<CURRENT-LIABILITIES> 31,289
<BONDS> 82,546
14,384<F2>
0
<COMMON> 0
<OTHER-SE> (28,214)
<TOTAL-LIABILITY-AND-EQUITY> 104,224
<SALES> 34,588
<TOTAL-REVENUES> 34,588
<CGS> 24,669
<TOTAL-COSTS> 24,669
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 17
<INTEREST-EXPENSE> 2,371
<INCOME-PRETAX> 2,218
<INCOME-TAX> 869
<INCOME-CONTINUING> 1,349
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,349
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1> In accordance with SFAS No. 128, earnings per share is not required to be
calculated.
<F2> Preferred stock-mandatory includes preferred stock units.
</FN>
</TABLE>
