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
For the Fiscal Year Ended October 21, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ____________
Commission file number 0-15046
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WESTERBEKE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 041925880
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(State or other jurisdiction of Employer (I.R.S. Identification No.)
incorporation or organization)
Myles Standish Industrial Park
Taunton, Massachusetts 02780 02780
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (508) 823 - 7677
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Securities registered pursuant to Section 12 (b) of the Act:
Name of each exchange on
Title of each class which registered
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None None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock,
$.01 par value
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(Title of class)
Indicate by a 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 as 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
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Indicate by a check mark if disclosure of delinquent filers, pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of 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]
State the aggregate market value of the voting stock held by non-
affiliates of the registrant. The aggregate market value shall be computed
by reference to the price at which the stock was sold, or the average bid
and asked prices of such stock, as of a specified date within 60 days prior
to the date of filing.
Aggregate market value as of January 8, 2001............ $2,446,700
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, $.01 par value, as of January 8, 2001..... 1,927,812
shares
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART I
ITEM 1. BUSINESS.
General
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The Company is primarily engaged in the business of designing,
manufacturing and marketing marine engine and air-conditioning products. The
Company was organized in 1932 and was re-incorporated in Delaware in 1986.
The Company's marine products consist of diesel and gasoline engine-driven
electrical generator sets, inboard propulsion engines, self-contained,
reverse-cycle air-conditioners, and associated spare parts and accessories.
In addition, the Company manufactures and markets electrical generator sets
for use in non-marine applications. The Company markets its products
throughout the United States and internationally principally for
recreational marine applications. Accordingly, the market for the Company's
products is dependent on the market for recreational boats, including
auxiliary powered sailboats, powerboats, houseboats and other pleasure
boats. The market for recreational boats, and consequently the Company's
products, may be adversely affected by general economic conditions.
Products
--------
The Company's marine engine product line consists of 27 models of
electrical generator sets, 22 models of inboard propulsion engines, and
associated spare parts and accessories. The Company also offers 9 models of
non-marine generator sets.
The Company's diesel and gasoline engine-driven marine generator sets
are installed in powerboats, houseboats, large sailboats and other pleasure
and commercial boats to provide electricity for communication and
navigational equipment, lighting, refrigeration and other galley services,
and other safety, operating and convenience needs. The Company's present
line of generator sets produce from 3.8 to 95 kilowatts of electricity. A
generator set consists of an electrical generator and an attached diesel or
gasoline engine used to drive the generator. These engines are water cooled
and range from one to six cylinders.
The Company's propulsion engines are inboard engines, generally
installed as auxiliary power systems for sailboats. The Company's propulsion
engines are water-cooled and range from one to six cylinders and from 7 to
170 horsepower. Management believes that more than 90% of the propulsion
engines produced by the Company are installed in sailboats of up to 50 feet
in length. The Company's higher horsepower propulsion engines are also
installed in powerboats of up to approximately 30 feet in length such as
fishing boats, cruisers and work boats.
The Company's product line also includes marine auxiliary engines and
associated spare and replacement parts marketed under the Universal(R) name
and marine air-conditioning products marketed under the Rotary Aire(R) name.
The Company manufactures and markets two sizes of self-contained, reverse-
cycle air-conditioning units and accessories under the Rotary Aire(R) name.
These units can be installed in powerboats, houseboats, sailboats and other
pleasure and commercial boats.
The Company's product line includes 9 models of non-marine electrical
generator sets which may be installed in fire trucks, rescue vehicles, motor
coaches, refrigerated trucks and other specialty vehicles to provide
electricity for lighting, refrigeration and other safety, operating and
convenience needs. These generators may also be used as stand-by or
secondary power sources in the event of power outages or in locations where
primary power is not readily available, such as construction sites, rural
areas and less developed countries.
The Company offers a complete line of spare parts and accessories for
its current product lines and for most discontinued models. The Company's
line of spare parts includes oil and fuel filters, belts, thermostats,
distributor caps, fuses, spark plugs, wiring, alternators, heat exchangers,
circuit breakers, water and fuel pumps, starter motors and fuel solenoids.
Many basic parts are packaged and sold as spare part kits. Accessories
offered by the Company include various control and instrument panels,
exhaust silencers and generator sound enclosures.
The Company provides all its customers with documentation covering
operation, maintenance and repair procedures for its products. Management
believes that the provision of current and comprehensive documentation
enhances the Company's marketing and competitive effectiveness. See
"Marketing and Sales" and "Competition" below.
Each of the Company's products is covered by a one-year limited
warranty covering parts and authorized labor. In addition, the Company
offers a five-year limited warranty on certain marine generator sets. Many
of the Company's suppliers also warrant their products for parts and labor.
Some of the Company's major suppliers warrant their products for the
duration of the Company's warranties. The Company believes it has made
adequate provisions for probable warranty claims. See Note 1 of Notes to
Consolidated Financial Statements included in "Item 8 - Financial Statements
and Supplementary Data." The Company's distributors are generally
responsible for administering the Company's warranties through the dealer
network. See "Marketing and Sales" below.
Governmental Regulation
-----------------------
Many of the Company's products are subject to exhaust emission
standards pursuant to regulations promulgated by the Environmental
Protection Agency (the "EPA"), effective September 1, 1996, and by the State
of California, effective August 1, 1995. The emission standards are intended
to reduce the emissions of hydrocarbons, nitrogen oxides, carbon monoxide,
particulates and smoke. It is anticipated that by January 1, 2005, all of
the Company's products will be subject to such regulations. All of the
regulations include manufacturer testing requirements, mandated warranties
on emissions related components, product labeling and reporting
requirements. Additionally, future regulations may include provisions for
selective enforcement audits and recall and repair requirements.
At this time, all of the Company's products which are subject to these
emissions regulations comply with the regulations. Achieving and maintaining
this compliance has been accomplished through significant design and
development expense. The emission standards established by the regulations
will become broader in scope and more stringent regarding emissions levels
each year. As a result, research and development expenditures for emissions
compliance will continue at a significant level for the foreseeable future.
Additionally, if at any time the Company cannot effect the required
modifications of its products to meet the required emissions levels within
the time frame allowed, the Company could be materially adversely affected.
Design and Development
----------------------
The Company has an ongoing product improvement and development program
intended to enhance the reliability, performance and longevity of existing
products, and to develop new products. A significant portion of the
Company's senior management's time, as well as the efforts of the Company's
thirteen person product engineering department, is spent in this area. As
part of the Company's ongoing product development program, the Company
upgrades its engine products and periodically adds models to its product
line. For example, as and when improvements in component parts allow, the
Company may manufacture smaller or more light-weight versions of existing
models. In fiscal 2000, the product engineering department focused
principally on the modernization of the Company's existing product line and
modifications which the Company believes will be required as a result of the
emissions standards discussed above. In addition, in response to demand, the
Company expanded its engine product line by developing generator sets and
propulsion engines with different kilowattage and horsepower than its
existing models. The Company intends to introduce upgraded and new models as
and when developed.
The Company's design and engineering focus is on reliability, ease of
maintenance, compactness, operating smoothness, safety and longevity, among
other technical and performance factors. The Company's technical and
performance specifications are utilized by the Company's suppliers in
producing certain component parts, metal and nonmetal fabrications and other
peripheral equipment that the Company manufactures and assembles into
finished products. Generally, the Company retains title to Company-developed
drawings, patterns and specifications used by these suppliers.
For the three fiscal years ended October 2000, the Company incurred
expenses of approximately $4,047,700 for design and development activities
as follows: 2000 - $1,501,500, 1999 - $1,365,300 and 1998 - $1,180,900.
All these activities were conducted and sponsored by the Company and the
major portion of these expenses was applied toward salaries and other
expenses of the Company's product design and engineering personnel.
Manufacturing and Sources of Supply
-----------------------------------
The Company's manufacturing activities are conducted in an
approximately 110,000 square foot facility owned by the Company. See "Item 2
- Properties" below. The Company has approximately 92 persons employed in
various manufacturing and assembly functions. See "Employees" below.
The Company's engine products generally contain from 250 to 500
component parts and assemblies purchased from domestic and foreign
manufacturers and suppliers. Some of these component parts are manufactured
to Company specifications, while others are further machined and assembled
by the Company. The basic component of the Company's engine products is a
"long block" engine, which is a complete engine block and head assembly
without peripheral equipment. Peripheral equipment added by the Company
includes subassemblies (generators, transmissions, alternators, carburetors,
motors and pumps), machined castings (flywheels, bellhousings, manifolds,
mounts, pulleys, brackets and couplings), sheet metal fabrications (control
and instrumentation panels), injection-molded plastic and other non-metallic
fabrications (belt guards, drip trays, belts, hoses and panels) and various
other component parts (mounts, switches and other electrical devices).
The Company purchases "long block" engines from seven foreign
manufacturers. The Company currently purchases all of its requirements of
"long block" engines on a purchase order basis rather than pursuant to long-
term supply agreements. In certain cases, the Company has an agreement with
its "long block" engine manufacturers to supply these component parts
exclusively to the Company for marine products of the type produced by the
Company. Orders for "long block" engines are dollar-denominated however,
subsequent purchases are subject to fluctuations in the dollar exchange
rate and therefore fluctuations in the dollar exchange rate have had and
will continue to have an effect on the cost of the Company's raw materials.
See "Item 7 - Management's Discussion and Analysis of Financial Condition
and Results of Operations." The Company believes that the purchase of "long
block" engines on a purchase order basis has become the more common industry
practice. Interruption of the supply of "long block" engines would have a
material adverse effect on the Company if the time to develop new sources of
supply and replacement products is longer than the time it takes to exhaust
the Company's inventory of existing "long block" engines. In addition, the
Company does not have long-term supply agreements with other manufacturers
of other component parts or peripheral equipment. The Company believes that
it can obtain these parts and equipment from a variety of sources on
commercially reasonable terms. However, the disruption of its supply of
these parts, equipment or "long block" engines would have a material adverse
effect on the Company's operations.
The lead time between ordering and receipt of component parts varies
with the part involved, but generally ranges from a few weeks in the case of
unfinished products to three to six months in the case of "long block"
engines, generators and transmissions. The Company has not experienced any
difficulties in obtaining finished or unfinished components or peripheral
equipment on commercially reasonable terms.
Most of the Company's purchases of component parts and peripheral
equipment from Japanese ("long block" engines), Italian (generators) and
other foreign manufacturers are dollar-denominated. Fluctuations in exchange
rates have resulted, and may in the future result, in price increases from
some of the Company's suppliers. Management believes that to varying degrees
the Company's competitors in the engine product markets have been and will
be similarly affected since many of its competitors also purchase component
parts and peripheral equipment abroad. However, some of the Company's
principal competitors are divisions of large and diversified multinational
companies with extensive production facilities and sales and marketing
staffs and substantially greater financial resources than the Company and
therefore may be better situated to accommodate price increases from
suppliers due to fluctuations in exchange rates. The engine product markets
are price sensitive, and there can be no assurance that the Company will be
able to pass on price increases from its suppliers to its customers.
The manufacturing of a particular engine product requires the
integration of a number of engineering, machining and assembly functions in
order to produce high quality components. Prior to final assembly, the
Company's manufacturing activities involve machining various metal and
nonmetal component parts on computer-controlled and conventional milling
machines, lathes, drill presses, welders and other machinery, modification
and assembly of electrical and mechanical subassemblies, calibration of
electrical devices and components and testing for variances from
specifications and operating parameters. The Company has approximately 14
machine operators who satisfy approximately 95% of the Company's machining
needs. The remainder of the machining is performed by independent
contractors.
The Company has a final assembly line for its engine products where
component parts, subassemblies and peripheral equipment are assembled onto
"long-block" engines. Following final assembly, each generator set and
propulsion engine is tested at increasing loads up to full operating
capacity to verify performance and safety features. After product testing,
the product is pressure hot water washed, primed and painted, unpainted
components are attached, and the product is packed and shipped to the
customer, generally via common carrier freight collect.
The Company's air-conditioning products are produced on a separate
assembly line where component parts (compressors, evaporator and condensing
coils, fans, electrical components and plastic housings), purchased from
manufacturers and suppliers, are assembled into final units. The Company
does not have any long-term supply agreements with the manufacturers of
these component parts. However, the Company believes it can obtain most of
these parts from a variety of sources on commercially reasonable terms.
Following assembly, each air-conditioner is painted and tested for
performance, leakage and compliance with safety standards.
Quality Control and Computerization
-----------------------------------
Management believes that maintaining high quality manufacturing
standards is important to its competitive position and also believes that
the Company has developed a reputation for high quality products. The
Company maintains quality control systems and procedures which it reviews
with its manufacturing personnel and which it modifies as appropriate.
The Company's quality control systems and procedures include the
testing of each fully assembled generator set and propulsion engine at
increasing loads up to full operating capacity to verify performance and
safety features. The checklist includes testing wiring and electrical
systems, all connections and fittings, fuel and oil systems, the fresh water
cooling system and safety shutdown features. In the case of the Company's
generator sets, output current, voltage and frequency are also tested. The
results of the tests are recorded and each product is approved by quality
assurance personnel before it leaves the testing area.
In line with its policy of updating and improving its manufacturing
operations, the Company utilizes a computerized manufacturing management
system which integrates the Company's inventory control, sales and financial
functions with its manufacturing operations.
Marketing and Sales
-------------------
The Company's marine engine and air-conditioning products are marketed
through a nationwide and international network of distributors and dealers.
The Company markets its non-marine engine products through a sales
representative and to distributors. In addition, the Company's sales
management and senior management devote a substantial amount of time to the
overall coordination of the Company's sales to distributors, as well as to
the Company's direct sales to boat and other manufacturers (OEM's). Direct
sales by the Company to OEM's accounted for approximately 47%, 44%, and 40%
of total sales for the fiscal years ended October 2000, 1999 and 1998,
respectively.
The Company's marine products are sold to distributors for resale to
manufacturers of powerboats, houseboats, sailboats and other pleasure and
commercial boats, and to boat dealers and marinas. Boat manufacturers
install the Company's products as original equipment. In addition, the
Company's distributors resell the Company's marine products to over 500
authorized dealers (including boatyards and marinas) located on or near
major navigable waterways throughout the world. These dealers install the
Company's generator sets, propulsion engines and air-conditioners as either
new or replacement equipment. In addition, many of these dealers maintain
inventories of spare parts and accessories in order to maintain and repair
the Company's marine products.
The Company's distributor network consists of 9 domestic and 56
foreign distributors. The Company's domestic distributors are located along
the East, West and Gulf Coasts and in the Great Lakes Region. The 56 foreign
distributors service 66 countries worldwide and 14 islands in the Caribbean.
Of the 56 foreign distributors, 23 are located in Europe, the Mid-East and
Scandinavia, 11 in South, Central and North America, 10 in the Far East, 8
in the Caribbean, and the remainder in Southern Africa, Australia and New
Zealand. Each distributor operates in a specified region under a distribution
agreement with the Company which assigns to the distributor the nonexclusive
responsibility for sales and service of the Company's products in its
territory, including warranty administration, accounts receivable collection
and other customer related functions. Each distributor maintains inventories
of the Company's marine products, including spare parts and accessories, in
order to provide boat manufacturers and dealers with prompt delivery of
products. Typically, the Company's distributors and dealers also distribute
and sell other marine accessories and products. Generally, however, the
Company's distributors do not sell products which compete with the Company's
products.
Sales to international customers totaled $2,849,400 (8.3% of net
sales), $2,591,600 (8.9% of net sales) and $2,305,300 (8.8% of net sales)
for the fiscal years ended October 2000, 1999 and 1998, respectively. See
Note 2 of Notes to Consolidated Financial Statements included in "Item 8 -
Financial Statements and Supplementary Data" for additional information
concerning sales to international customers for the Company's three most
recent fiscal years. Management is not aware of any special tariffs,
importation quotas or any other restrictions imposed by the foreign
countries in which the Company sells its products. All of the Company's
international sales are dollar-denominated which protects the Company to
some extent against foreign currency exchange rate fluctuations, although
significant increases in the value of the dollar in relation to foreign
currencies may adversely impact the Company's ability to market its products
abroad. Management believes that, to varying degrees, the Company's
competitors in the marine product market are similarly affected since many
of its competitors also sell products abroad. However, some of the Company's
principal competitors are divisions of large and diversified multinational
companies with extensive production facilities and sales and marketing
staffs and substantially greater financial resources than the Company and
therefore may be better situated to accommodate fluctuations in exchange
rates. Management is not aware of any other unusual or special risks
associated with this aspect of the Company's business. The Company considers
international customers to be an important market for its marine products.
An important aspect of the Company's marketing approach and
competitive position is the ability of its technical personnel and its
distributors to provide technical assistance to boat manufacturers and
dealers with a view to developing specifications and performance parameters
for unit or serial production of its marine products. To that end, the
Company selects its distributors with great care and continually monitors
their technical expertise. In addition, at times the Company conducts
seminars in each distribution region. These sessions are conducted by
personnel from the Company and from its distributors and are open to boat
manufacturers, dealers and individual boat owners. The Company occasionally
sponsors service schools at its manufacturing facility designed to upgrade a
distributor's technical expertise and to introduce product innovations and
new products. See "Competition" below.
The Company markets the Westerbeke(R), Universal(R) and Rotary Aire(R)
names and its marine products through various methods of advertising.
Certain advertising is accomplished under a cooperative system with the
Company's distributors. Under this system, the Company pays a portion of the
cost of and approves the advertising developed by its distributors.
Advertisements are placed in trade publications such as Soundings, Motor
Boating, Sail, Power & Motor Yacht and Cruising World. In addition, a
substantial amount of the Company's advertising is conducted through the
distribution of technical and sales literature and pamphlets, direct
mailings and sponsorship of exhibits at boat shows. During the fiscal years
ended October 2000, 1999 and 1998, the Company incurred advertising and
promotional expenses of $684,600, $647,500, and $528,400, respectively. See
Note 1 of Notes to Consolidated Financial Statements included in " Item 8 -
Financial Statements and Supplementary Data".
For the fiscal year ended October 21, 2000, sales to Sea Ray Boats,
Inc. and Marysville Marine Distributors, Inc., accounted for approximately
25.8% and 17.9%, respectively, of the Company's total sales. See Note 2 of
Notes to Consolidated Financial Statements included in " Item 8 - Financial
Statements and Supplementary Data" and "Item 7 - Management's Discussion and
Analysis of Financial Condition and Results of Operations." The Company
believes that, if necessary, it could replace any of its distributors or
sell the products presently distributed by them directly to boat
manufacturers and dealers. However, the loss of these customers or the
inability to replace these distributors could have a material adverse effect
on the Company.
The market for the Company's products is dependent on the market for
recreational boats, including auxiliary powered sailboats, powerboats,
houseboats and other pleasure boats. In addition, the recreational marine
boat business is seasonal in nature and accordingly, the Company's business
generally experiences some fluctuations in its business during the course of
the year. See Note 14 of Notes to Consolidated Financial Statements included
in "Item 8 - Financial Statements and Supplementary Data."
Proprietary Rights
------------------
Although the Company follows a policy of protecting its proprietary
rights to its marine engine products and designs, it does not believe that
its business, as a whole, is materially dependent upon such protection. The
Company has registered the names Westerbeke(R), Universal(R), Rotary Aire(R)
and Atomic Four(R) under Federal trademark law.
Backlog and Credit Terms
------------------------
The Company believes that because its production is based upon
cancelable purchase orders rather than long-term agreements, the amount of
its backlog is not an important indicator of future sales. The Company
extends credit to certain of its customers on terms which it believes are
normal and customary in the marine industry.
Competition
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The business of manufacturing and supplying marine products is
extremely competitive. The Company faces competition from a number of
companies, including at least five significant competitors, some of which
are divisions of large and diversified multinational companies with
extensive production facilities and sales and marketing staffs and
substantially greater financial resources than the Company. Such competitors
may be better situated to accommodate price increases from suppliers due to
fluctuations in exchange rates. In addition, the Company faces competition
from similar companies as it expands its product line or seeks other non-
marine applications for its product line. Although price is an important
competitive factor, the Company believes that its pricing is competitive.
The market for the Company's marine products is dependent on the
market for recreational boats which may experience contracting sales as a
result of general economic conditions. A contracting market may result in
additional competition particularly for direct sales to large boat
manufacturers.
The Company believes that it can compete effectively with all of its
present competitors based upon the high quality, reliability, performance
and longevity of its products, the comprehensiveness of its line of
products, price, the effectiveness of its customer service and the technical
expertise of its personnel and that of its distributors.
Employees
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At December 29, 2000, the Company had 128 full-time employees,
including officers and administrative personnel. None of the Company's
employees is covered by a collective bargaining agreement and the Company
considers its relationship with its employees to be excellent.
Directors and Executive Officers of the Company
-----------------------------------------------
The directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Position with the Company Age
---- ------------------------- ---
<S> <C> <C>
John H. Westerbeke, Jr Chairman, President and 60
Director (Class C)
Carleton F. Bryant, III Executive Vice President, 55
Treasurer, Chief Operating
Officer and Secretary
Gerald Bench Director (Class A) 59
Thomas M. Haythe Director (Class B) 61
Nicholas H. Safford Director (Class A) 68
James W. Storey Director (Class B) 66
</TABLE>
John H. Westerbeke, Jr. has been President and a director of the
Company since 1976. In June 1986, Mr. Westerbeke, Jr. assumed the additional
position of Chairman of the Company. Mr. Westerbeke, Jr. has served in
various managerial capacities since joining the Company in 1966.
Carleton F. Bryant, III has been Executive Vice President, Treasurer,
Chief Operating Officer, and Secretary of the Company since May 1993. From
October 1987 to May 1993, Mr. Bryant was Director of Business Development
for Analysis & Computer Systems, Inc., a developer of computer software and
systems. From June 1980 to October 1987, Mr. Bryant held various management
positions with Bird-Johnson Company, a manufacturer of ship propellers, bow
thrusters and hydraulic actuators. From 1969 to 1980, Mr. Bryant held a
variety of management positions with Bath Iron Works Corporation, a
shipbuilder.
Gerald Bench has been a director of the Company since June 1986. Mr.
Bench has been the President of BFT Holdings Co., Inc., a company that
invests in emerging growth businesses, since November 1996. Mr. Bench was
the President and Chief Executive Officer of Hadley Fruit Orchards, Inc.
from November 1996 to June 1999 and was a consultant from March 1995 to
November 1996. Mr. Bench was a partner in ICAP Marine Group (consulting
firm) from November 1993 to February 1995. Mr. Bench was the Chairman and
President of TDG Aerospace, Inc. (manufacturer of aircraft de-icing devices)
from October 1991 to November 1993. Mr. Bench was the President of Thermion,
Inc. (manufacturer of heaters for aircraft de-icing devices) from April 1990
to September 1991. From July 1989 to March 1990, Mr. Bench was the general
manager of Lermer Corporation (manufacturer of airline galley equipment).
Mr. Bench is the former Chairman of the Board, President, Chief Executive
Officer and director of E&B Marine Inc. (marine supplies and accessories).
Mr. Bench had held various executive positions with E&B Marine Inc. for more
than 30 years.
Thomas M. Haythe has been a director of the Company since June 1986.
Mr. Haythe has been a business and legal consultant since February 2000.
From 1982 to January 2000, Mr. Haythe was a partner of the law firm of
Haythe & Curley (renamed Torys in 2000). Mr. Haythe is also a director of
Novametrix Medical Systems Inc. (manufacturer of electronic medical
instruments), Guest Supply, Inc. (provider of hotel guest room amenities,
accessories and products) and Ramsay Youth Services, Inc. (provider of youth
and educational services).
Nicholas H. Safford has been a director of the Company since February
1991. Mr. Safford has been the President of Nicholas H. Safford & Co., Inc.
(investment counselor and private trustee) since 1983 and from 1979 to 1981.
From 1982 to 1983, Mr. Safford was the President and a director of Wendell,
Safford and Co., Inc. (investment counseling firm). Prior to 1978, Mr.
Safford was Vice President and a director of David L. Babson & Co., Inc.
(investment counseling firm).
James W. Storey has been a director of the Company since June 1986.
Mr. Storey was the President of Wellingsley Corporation (private investment
management company) from December 1986 through December 1992. Mr. Storey is
currently an independent consultant. From 1982 to 1986, Mr. Storey was the
President and Chief Executive Officer of Codex Corporation, a subsidiary of
Motorola, Inc., and was a Vice President of Motorola, Inc. Mr. Storey had
held various managerial positions with Codex Corporation since 1966.
ITEM 2. PROPERTIES.
The Company's executive and administrative offices and manufacturing
operations are located in Taunton, Massachusetts in an approximately 110,000
square foot facility owned by the Company. The Company also leases a
warehouse of approximately 26,000 square feet. Annual warehouse rent was
approximately $152,300 in fiscal 2000 and $145,200 in fiscal 1999. See Note
10 of Notes to Consolidated Financial Statements included in "Item 8 -
Financial Statements and Supplementary Data."
ITEM 3. LEGAL PROCEEDINGS.
As previously announced, the Company has received an award of damages
in the amount of $4,202,300 in its arbitration against Daihatsu Motor
Company, LTD ("Daihatsu") for breach of contract and other claims. The
Company will seek to enforce the arbitration award in the United States and
in Japan. However, there can be no assurance that Daihatsu will not appeal
the award successfully or defend successfully against enforcement of the
award. Accordingly, the Company is unable to predict when, if ever, it will
receive payment of the award. Therefore, the Company will not record any
recovery until received. See Note 10 of Notes to Consolidated Financial
Statements included in "Item 8. Financial Statements and Supplementary Data"
and "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations". In a separate but related case pending in the
Federal District Court for the District of Massachusetts, the Company is
seeking damages from Briggs & Stratton Corporation for tortious interference
with the Company's Agreement with Daihatsu and other related claims.
In addition, from time to time, the Company is party to certain
claims, suits and complaints which arise in the ordinary course of business.
Currently, there are no such claims, suits or complaints which, in the
opinion of management, would have a material adverse effect on the Company's
financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The Company's Common Stock is traded in the over-the-counter market on
the National Association of Securities Dealers Automated Quotation System
("NASDAQ") under the symbol WTBK. On January 8, 2001, there were
approximately 127 shareholders of record. The following table sets forth the
range of high and low sales prices per share of the Company's Common Stock
from October 25, 1998 through October 21, 2000, on the NASDAQ.
<TABLE>
<CAPTION>
Common Stock Prices
High Low
---- ---
<S> <C> <C>
FISCAL 1999
First Quarter (October 25, 1998 to
January 23, 1999) $3.000 $2.500
Second Quarter (January 24, 1999 to
April 24, 1999) 3.625 2.188
Third Quarter (April 25, 1999 to
July 24, 1999) 3.250 2.125
Fourth Quarter (July 25, 1999 to
October 23, 1999) 3.000 2.375
FISCAL 2000
First Quarter (October 24, 1999 to
January 22, 2000) $2.750 $2.375
Second Quarter (January 23, 2000 to
April 22, 2000) 4.438 2.344
Third Quarter (April 23, 2000 to
July 22, 2000) 3.250 2.625
Fourth Quarter (July 23, 2000 to
October 21, 2000) 3.375 2.500
</TABLE>
On January 8, 2001, the last high and low sales price for the
Company's Common Stock was $3.000.
No dividends have been paid or declared on the Common Stock of the
Company and the Company does not expect to pay any dividends on its Common
Stock in the foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA.
Five Year Comparison of Selected Financial Data
<TABLE>
<CAPTION>
October 21, October 23, October 24, October 25, October 26,
2000 1999 1998 1997 1996
-----------------------------------------------------------------------
For the Year: (In thousands, except for per share amount)
<S> <C> <C> <C> <C> <C>
Net sales $34,528 $29,114 $26,202 $24,620 $20,653
Gross profit 7,752 6,563 5,966 5,556 4,778
Selling, general and
administrative expense 5,756 4,359 3,684 3,106 2,672
Research and development expense 1,501 1,365 1,181 1,030 919
Income from operations 494 839 1,100 1,420 1,187
Interest income (expense) (172) 60 (10) (71) 47
Other income (expense) (189) 387 - - -
Net income 228 796 644 799 737
Net income per share, diluted* 0.11 0.39 0.31 0.37 0.33
At end of year:
Total assets $24,839 $15,384 $14,670 $14,811 $12,681
Working capital 5,537 7,616 5,650 5,800 6,315
Long-term liabilities 5,030 647 893 1,069 520
Stockholders' equity 11,627 11,381 10,719 10,136 9,841
<FN>
* See Note 1 of Notes to Consolidated Financial Statements.
</FN>
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Results of Operations:
The following table sets forth, for the years indicated, the percentages
which the following items in the Consolidated Statements of Operations bear
to Net Sales.
<TABLE>
<CAPTION>
Years Ended
-----------------------------------------
October 21, October 23, October 24,
2000 1999 1998
-----------------------------------------
<S> <C> <C> <C>
Net sales 100.0% 100.0% 100.0%
Gross profit 22.5 22.5 22.8
Selling, general and administrative
expense 16.7 15.0 14.1
Research and development expense 4.3 4.7 4.5
Income from operations 1.4 2.9 4.2
Interest income (expense), net (0.5) 0.2 0.0
Other income (expense) (0.5) 1.3 0.0
Provision for income (benefit) taxes (0.3) 1.7 1.7
Net income 0.7 2.7 2.5
</TABLE>
Fiscal 2000 compared to Fiscal 1999
-----------------------------------
Net sales increased $5,414,700 or 18.6% in fiscal 2000 as compared to fiscal
1999. The increase was attributable to higher unit sales of the Company's
products, primarily the result of more favorable economic conditions
benefiting the pleasure boat industry. International sales were $2,849,400
in 2000, representing 8.3% of net sales, as compared to $2,591,600 in 1999,
or 8.9% of net sales.
Gross profit increased $1,188,900 or 18.1% in fiscal 2000 as compared to
fiscal 1999. Gross profit as a percentage of sales remained constant at
22.5% in both fiscal 2000 and fiscal 1999.
Selling, general and administrative expense increased $1,397,100 or 32.0% in
fiscal 2000 as compared to fiscal 1999. The increase was primarily the
result of higher legal costs associated with the legal proceeding against
the Company's former "long block" supplier, increased hiring expenses and
also an increase in sales and marketing costs, offset by a reduction in
amounts due under the deferred compensation agreement. Although the Company
has been awarded damages of $4,202,300 in connection with its case against a
former "long block" supplier it is subject to appeal. Therefore, the Company
will not record any recovery until received.
Research and development expense increased $136,200 or 10.0% in fiscal 2000
as compared to fiscal 1999. The increase is due to additional engineering
personnel. The Company also experienced increased costs to comply with
federal and state exhaust requirements for existing and new engines. See
"Business - Governmental Regulation."
Other expense in the amount of $188,600 is comprised of the net realized
losses from the sale of certain investments relating to the deferred
compensation agreement. This loss is offset by a benefit in selling, general
and administrative expenses. In addition, the Company recognized a loss of
$53,900 on the disposal of machinery and equipment.
Net interest expense was $171,700 in fiscal 2000 compared to net interest
income of $59,700 in fiscal 1999. The increase in interest expense is
primarily due to the mortgage on the Company's new Taunton facility and also
higher outstanding balances on the revolving loan balance.
The Company had an income tax benefit of $94,400 in fiscal 2000 as compared
to an expense of $489,400 in fiscal 1999. The income tax benefit in fiscal
2000 was related primarily to state investment tax credits as a result of
the acquisition of the Taunton facility.
The Company's net income was $228,300 in fiscal 2000 as compared to $796,000
in fiscal 1999. The decrease is mainly attributable to the increase in legal
costs and the increase in interest expense during fiscal 2000.
Fiscal 1999 compared to Fiscal 1998
-----------------------------------
Net sales increased $2,911,700 or 11.1% in fiscal 1999 as compared to fiscal
1998. The increase was attributable to higher unit sales of the Company's
marine generators and also an increase in the sales of spare parts and
accessories, primarily the result of more favorable economic conditions
benefiting the pleasure boat industry. International sales were $2,591,600
in 1999, representing 8.9% of net sales, as compared to $2,305,500 in 1998,
or 8.8% of net sales.
Gross profit increased $597,600 or 10.0% in fiscal 1999 as compared to
fiscal 1998. Gross profit as a percentage of sales decreased to 22.5% in
fiscal 1999 as compared to 22.8% in fiscal 1998.
Selling, general and administrative expense increased $674,700 or 18.3% in
fiscal 1999 as compared to fiscal 1998. The increase was primarily the
result of higher legal costs associated with the legal proceeding against
the Company's former "long block" supplier and also an increase in sales and
marketing costs.
Research and development expense increased $184,400 or 15.6% in fiscal 1999
as compared to fiscal 1998. The increase is due to the hiring of additional
engineering personnel. The Company also experienced increased costs to
comply with federal and state exhaust requirements for existing and new
engines. See "Business - Governmental Regulation."
Other income in the amount of $387,100 is comprised of the realized gains
and losses from the sale of marketable securities.
Net interest income was $59,700 in fiscal 1999 compared to net interest
expense of $9,900 in fiscal 1998. The interest income is primarily due to a
decrease in the loan balance used for operating purposes and the increase in
cash obtained from the sale of marketable securities during the year.
The Company's income tax expense in fiscal 1999 was $489,400 as compared to
$446,700 in fiscal 1998. The effective tax rate decreased in fiscal 1999 to
38.1% as compared to 40.9% in fiscal 1998.
The Company's net income was $796,000 as compared to $643,500 in fiscal
1998. The increase is mainly attributable to the increase in sales revenues
and from the sale of marketable securities.
Liquidity and Capital Resources
-------------------------------
During fiscal 2000, net cash used in operations was $2,315,200 as compared
to net cash provided by operations of $859,600 in fiscal 1999. The decrease
in net cash provided by operations is primarily due to the increase in
inventory and also the decrease in net income. The rise in inventories is
primarily the result of increased demand and the timing of engine purchase
order receipts.
During fiscal 2000 and 1999, the Company purchased property, plant and
equipment of $7,384,700 and $312,100, respectively. On April 25, 2000, the
Company purchased a 110,000 square foot facility located in Taunton,
Massachusetts. This facility has enabled the Company to consolidate its
current operations into one location. The MassDevelopment Financing Agency
approved the Company for a $5,000,000 tax-exempt industrial revenue bond,
which has been financed by GE Capital Public Finance. The real estate
portion of the loan is $4,600,000 for fifteen years at a fixed rate of
6.46%. The equipment portion of the loan is $400,000 for seven years at a
fixed rate of 6.46%. The Company plans capital spending of approximately
$600,000 during fiscal 2001.
On June 26, 2000, the Company entered into a $5,000,000 Credit Agreement
with Brown Brothers Harriman & Co. collateralized by inventory, accounts
receivable and general intangibles. The Credit Agreement was increased on
September 25, 2000 to $6,000,000. Proceeds from the Credit Agreement were
used to repay the Company's outstanding borrowings with Citizens Bank of
Massachusetts. At October 21, 2000, the Company had $3,850,000 in
outstanding borrowings under the Credit Agreement and approximately $229,700
committed to cover the Company's reimbursement obligations under certain
letters of credit and bankers' acceptances. The Credit Agreement does not
have an expiration date, but is payable on written demand.
Management believes cash flow from operations and borrowings available under
the Credit Agreement will provide for working capital needs, principal
payments on long-term debt, and capital and operating leases through fiscal
2001.
Domestic inflation is not expected to have a major impact on the Company's
operations.
The costs of engine blocks and other components are subject to foreign
currency fluctuations (primarily the Japanese yen). The value of the U.S.
dollar relative to the yen had no material effect on the cost of the
Company's products in fiscal 2000.
This Annual Report on Form 10-K may contain forward-looking information
about the Company. The Company is hereby setting forth statements
identifying important factors that may cause the Company's actual results to
differ materially from those set forth in any forward-looking statements
made by the Company. Some of the most significant factors include: an
unanticipated down-turn in the recreational boating industry resulting in
lower demand for the Company's products; the unanticipated loss of, or
decline in sales to, a major customer; the unanticipated loss of a major
supplier; the unanticipated required repayment in full of outstanding
amounts under the Company's demand credit facility; the inability of the
Company to effect required modifications of its products to meet
governmental regulations with respect to emission standards; and foreign
currency fluctuations resulting in cost increases to the Company for its
foreign supplied components. Accordingly, there can be no assurances that
any anticipated future results will be achieved.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
We have not entered into any transactions using derivative financial
instruments or derivative commodity instruments and we believe that our
exposure to market risk associated with other financial instruments (such
as fixed and variable rate borrowings), are not material.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
WESTERBEKE CORPORATION AND SUBSIDIARY
-------------------------------------
CONSOLIDATED FINANCIAL STATEMENTS
For the years ended October 21, 2000,
October 23, 1999 and October 24, 1998
KPMG LLP
99 High Street Telephone 617 988 1000
Boston, MA 02110-2371 Fax 617 988 0800
Independent Auditors' Report
----------------------------
To the Board of Directors and Stockholders of
Westerbeke Corporation:
We have audited the accompanying consolidated balance sheets of Westerbeke
Corporation and subsidiary as of October 21, 2000 and October 23, 1999, and
the related consolidated statements of operations, stockholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended October 21, 2000. In connection with our audits of the
consolidated financial statements, we have also audited the financial
statement schedule as listed in Item 14(a) 2. These consolidated financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and financial statement schedule based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards in the United States of America. 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
Westerbeke Corporation and subsidiary as of October 21, 2000 and October 23,
1999, and the results of their operations and their cash flows for each of
the years in the three-year period ended October 21, 2000, in conformity
with generally accepted accounting principles in the United States of
America. Also in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly, in all material respects, the information set
forth therein.
By /s/ KPMG LLP
---------------
Boston, Massachusetts
December 15, 2000
WESTERBEKE CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
October 21, October 23,
2000 1999
----------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 421,100 $ 1,739,300
Accounts receivable, net of allowance for doubtful accounts
of $115,000 at October 21, 2000 and $59,200 at
October 23, 1999 (Note 2) 2,569,700 2,502,100
Inventories (Note 3) 9,040,900 5,640,200
Prepaid expenses and other assets 411,100 476,900
Prepaid income taxes 310,500 35,600
Deferred income taxes (Note 9) 965,100 577,900
--------------------------
Total current assets 13,718,400 10,972,000
Property, plant and equipment, net (Notes 4,8 and 10) 8,863,300 2,027,300
Other assets, net (Note 5) 2,081,000 2,199,400
Investments in marketable securities 101,400 91,400
Note receivable - related party (Note 6) 74,800 93,400
--------------------------
$24,838,900 $15,383,500
==========================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt (Notes 8 and 10) $ 280,100 $ 192,900
Revolving demand note payable (Note 7) 3,850,000 -
Accounts payable 3,159,900 2,248,700
Accrued expenses and other liabilities 891,600 914,000
--------------------------
Total current liabilities 8,181,600 3,355,600
--------------------------
Deferred income taxes (Note 9) 42,200 13,600
Deferred compensation 345,800 409,200
Long-term debt, net of current portion (Notes 8 and 10) 4,642,200 224,500
--------------------------
Total Liabilities 13,211,800 4,002,900
--------------------------
Commitments and contingencies (Notes 7 and 10)
Stockholders' equity (Notes 11 and 12):
Common stock, $.01 par value; authorized 5,000,000 shares; issued
2,195,950 shares in 2000 and 2,185,950 in 1999. 22,000 21,900
Additional paid-in-capital 6,042,500 6,025,300
Accumulated other comprehensive income 17,800 16,900
Retained earnings 6,300,800 6,072,500
--------------------------
12,383,100 12,136,600
Less - Treasury shares at cost, 268,138 shares in 2000 and 1999 756,000 756,000
--------------------------
Total stockholders' equity 11,627,100 11,380,600
--------------------------
$24,838,900 $15,383,500
==========================
</TABLE>
The accompanying notes are an integral part of
the consolidated financial statements.
WESTERBEKE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years Ended
-----------------------------------------
October 21, October 23, October 24,
2000 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
Net sales (Note 2) $34,528,400 $29,113,700 $26,202,000
Cost of sales 26,776,400 22,550,600 20,236,500
-----------------------------------------
Gross profit 7,752,000 6,563,100 5,965,500
Selling, general and administrative expense 5,756,300 4,359,200 3,684,500
Research and development expense 1,501,500 1,365,300 1,180,900
-----------------------------------------
Income from operations 494,200 838,600 1,100,100
Interest income (expense), net (171,700) 59,700 (9,900)
Other income (expense), net (188,600) 387,100 -
-----------------------------------------
Income before income taxes 133,900 1,285,400 1,090,200
Provision for income (benefit) taxes (Note 9) (94,400) 489,400 446,700
-----------------------------------------
Net income $ 228,300 $ 796,000 $ 643,500
=========================================
Income per common share, basic $ .12 $ .42 $ .34
=========================================
Income per common share, diluted $ .11 $ .39 $ .31
=========================================
Weighted average common shares - basic 1,920,147 1,917,812 1,914,546
=========================================
Weighted average common shares - diluted 2,057,891 2,055,682 2,077,125
=========================================
</TABLE>
The accompanying notes are an integral part of
the consolidated financial statements.
WESTERBEKE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
Three years ended October 21, 2000
<TABLE>
<CAPTION>
Accumulated
Common Additional Other
Stock Paid-in Comprehensive Retained Treasury Stockholders' Comprehensive
Amount Capital Income Earnings Stock Equity Income
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
October 25, 1997 $21,600 $5,996,600 $240,700 $4,633,000 $(756,000) $10,135,900
Exercise of stock options 300 28,700 - - - 29,000
Unrealized gains on
marketable securities - - (89,500) - - (89,500) $(89,500)
Net Income - - - 643,500 - 643,500 643,500
-----------------------------------------------------------------------------------------
October 24,1998 21,900 6,025,300 151,200 5,276,500 (756,000) 10,718,900 554,000
Unrealized gains on
marketable securities
net of reclassification
adjustments(see note) - - (134,300) - - (134,300) (134,300)
Net Income - - - 796,000 - 796,000 796,000
-----------------------------------------------------------------------------------------
October 23, 1999 21,900 6,025,300 16,900 6,072,500 (756,000) 11,380,600 661,700
Exercise of stock options 100 17,200 - - - 17,300
Unrealized gains on
marketable securities - - 900 - - 900 900
Net Income - - - 228,300 - 228,300 228,300
-----------------------------------------------------------------------------------------
October 21, 2000 $22,000 $6,042,500 $ 17,800 $6,300,800 $(756,000) $11,627,100 $229,200
=========================================================================================
</TABLE>
Note: (Year ending October 23, 1999)
<TABLE>
<S> <C>
Unrealized holding loss arising during
period $ (2,600)
Less: reclassification adjustment for
gains included in net income (131,700)
---------
Net unrealized gains on securities $(134,300)
=========
</TABLE>
The accompanying notes are an integral part of
the consolidated financial statements.
WESTERBEKE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended
-----------------------------------------
October 21, October 23, October 24,
2000 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 228,300 $ 796,000 $ 643,500
Reconciliation of net income to net cash
(used in) provided by operating activities:
Depreciation and amortization 509,200 466,800 428,800
Loss on disposal of fixed assets 53,900 1,300 15,000
Deferred income taxes (358,600) (140,600) (195,700)
Changes in operating assets and liabilities:
Accounts receivable (67,600) (209,200) (343,900)
Inventories (3,400,700) (248,600) 862,700
Prepaid expenses and other assets 65,800 (133,900) (41,400)
Prepaid income taxes (274,900) (35,600) 212,000
Other assets 104,000 (219,000) (426,700)
Accounts payable 911,200 342,800 (322,000)
Accrued expenses and other liabilities (22,400) 245,000 104,300
Deferred compensation (63,400) 88,500 161,100
Accrued income taxes payable - (93,900) 93,900
-----------------------------------------
Net cash (used in) provided by operating activities (2,315,200) 859,600 1,191,600
-----------------------------------------
Cash flows from investing activities:
Purchase of property, plant and equipment (7,384,700) (312,100) (444,300)
Proceeds from payment of note receivable 18,600 14,600 14,800
Proceeds from sale of marketable securities - 1,465,000 -
Purchase of marketable securities (9,100) - (234,700)
-----------------------------------------
Net cash (used in) provided by investing activities (7,375,200) 1,167,500 (664,200)
-----------------------------------------
Cash flows from financing activities:
Exercise of stock options 17,300 - 29,000
Net borrowings (repayments) under revolving
demand note 3,850,000 (200,000) (400,000)
Proceeds from GE Capital 5,000,000 - -
Principal payments on long-term debt and
capital lease obligations (495,100) (189,700) (211,400)
-----------------------------------------
Net cash provided (used) by financing activities 8,372,200 (389,700) (582,400)
-----------------------------------------
Decrease (increase) in cash and cash equivalents (1,318,200) 1,637,400 (55,000)
Cash and cash equivalents, beginning of year 1,739,300 101,900 156,900
-----------------------------------------
Cash and cash equivalents, end of year $ 421,100 $ 1,739,300 $ 101,900
=========================================
Supplemental cash flow disclosures:
Interest paid $ 185,100 $ 92,500 $ 167,600
Income taxes paid $ 644,000 $ 668,900 $ 266,000
Supplemental disclosures of non-cash flow items:
Increase (decrease) in unrealized gains on
marketable securities, net of income taxes $ 900 $ (2,600) $ (89,500)
Tax benefit from exercise of stock options $ 6,000 - -
</TABLE>
The accompanying notes are an integral part of
the consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
October 21, 2000, October 23, 1999 and October 24, 1998
1. Summary of Significant Accounting Policies:
The Company is primarily engaged in the business of designing, manufacturing
and marketing marine engine and air-conditioning products.
Principles of Consolidation
The consolidated financial statements include the accounts of Westerbeke
Corporation (the "Company"), and its wholly owned subsidiary, Westerbeke
International, Inc. (a foreign sales corporation). Westerbeke International,
Inc. was activated for tax planning purposes for fiscal years 2000, 1999 and
1998.
Use of Estimates
The preparation of consolidated 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. Actual results could differ from these estimates.
Cash Equivalents
All highly liquid investments with an original maturity of three months or
less are considered to be cash equivalents.
Investments in Marketable Securities
Marketable investment securities at October 21, 2000 and October 23, 1999
consist of equity securities in various mutual funds. The Company employs
the provisions of Statement of Financial Accounting Standards No. 115,
Accounting for Certain Investments in Debt and Equity Securities (Statement
115). Under Statement 115, the Company classifies its marketable securities
in one of two categories: trading or available-for-sale.
Trading and available-for-sale securities are recorded at fair value.
Unrealized holding gains and losses on trading securities are included in
earnings. Unrealized holding gains and losses on available-for-sale
securities are excluded from earnings and are reported as a separate
component of stockholders' equity until realized. Transfers of securities
between categories are recorded at fair value at the date of transfer.
Unrealized holding gains and losses are recognized in earnings for transfers
into trading securities.
A decline in the market value of any available-for-sale security below cost
that is deemed other than temporary is charged to earnings resulting in the
establishment of a new cost basis for the security.
Dividend and interest income are recognized when earned. Realized gains and
losses, if any, for securities classified as available-for-sale are included
in earnings with cost determined using the specific identification method.
Marketable investment securities held in connection with the deferred
compensation arrangement are classified as trading securities. All other
marketable securities are classified as available-for-sale. Equity
securities are stated at the fair market value at October 21, 2000 and at
October 23, 1999. The total cost of the marketable securities at October 21,
2000 and October 23, 1999 was $65,300. Unrealized holding gains in
investment securities, net of income taxes, which is included in accumulated
other comprehensive income at October 21, 2000 and October 23, 1999 were
$17,800 and $16,900, respectively.
Inventories
Inventories are valued at the lower of cost (determined on the last-in,
first-out method) or market.
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of
The Company accounts for long-lived assets in accordance with the provisions
of SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of. This Statement requires that long-lived
assets and certain identifiable intangibles be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Recoverability of assets to be
held and used is measured by a comparison of the carrying amount of an asset
to future net cash flows expected to be generated by the asset. If such
assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceed the
fair value of the assets. Assets to be disposed of are reported at the lower
of the carrying amount or fair value less costs to sell.
Depreciation and Amortization
The Company computes depreciation and amortization expense on a straight-
line basis over the following estimated useful lives:
<TABLE>
<CAPTION>
Asset Classification Estimated Useful Lives
-------------------- ----------------------
<S> <C>
Building and building improvements 15 - 40 years
Machinery and equipment 10 years
Patterns 5 years
Furniture and fixtures 5 - 10 years
Transportation equipment 3 - 5 years
Equipment under capital lease 5 - 10 years
Intangibles 3 - 17 years
</TABLE>
Intangible assets, primarily acquired patents, are classified in other
assets. Maintenance and repairs are charged to expense in the period
incurred. The cost and accumulated depreciation of assets retired or sold
are removed from the accounts and any gain or loss is credited or charged to
income.
Leasehold improvements are amortized on a straight-line basis over the
shorter of the life of the lease or their estimated useful lives.
Revenue Recognition
The Company recognizes revenue upon shipment of product.
Fair Value of Financial Instruments
Financial instruments of the Company consist of cash, cash equivalents,
accounts receivable, accounts payable and accrued liabilities. The carrying
value of these financial instruments approximates their fair value because
of the short maturity of these instruments. Based upon borrowing rates
currently available to the Company for issuance of similar debt with similar
terms and remaining maturities, the estimated fair value of long-term debt
approximates their carrying amounts.
Product Warranty Cost
The anticipated costs related to product warranty are expensed at the time
of sale of the product. Accrued warranty expense of $360,000 and $300,000 is
included in accrued expenses and other liabilities at October 21, 2000 and
October 23, 1999, respectively.
Advertising
Advertising and promotional expenditures are expensed as incurred. During
the fiscal years ended October 2000, 1999 and 1998, the Company incurred
advertising and promotional expenses of $684,600, $647,500, and $528,400,
respectively.
Income Taxes
The Company uses the asset and liability method of accounting for income
taxes. Under the asset and liability method, deferred income taxes are
recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred taxes of a
change in tax rate is recognized in income in the period that includes the
enactment date.
Net Income Per Share
Basic income per common share is computed by dividing income available
to common stockholders by the weighted average number of shares outstanding
for the period. Diluted income per share reflects the maximum dilution that
would have resulted from the exercise of stock options. Diluted income per
share is computed by dividing net income by the weighted average number of
common shares and all dilutive securities.
<TABLE>
<CAPTION>
For the twelve months ended:
October 21, 2000 October 23, 1999 October 24, 1998
---------------------------------- ---------------------------------- ----------------------------------
Income Net Income Net Income Net
per share Shares Income per share Shares Income per share Shares Income
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Basic $ .12 1,920,147 $228,300 $ .42 1,917,812 $796,000 $ .34 1,914,546 $643,500
Effect of
Stock options (.01) 137,744 - (.03) 137,870 - (.03) 162,579 -
-------------------------------- -------------------------------- --------------------------------
Diluted $ .11 2,057,891 $228,300 $ .39 2,055,682 $796,000 $ .31 2,077,125 $643,500
</TABLE>
2. Business Segment
The Company has one business segment; the designing, manufacturing and
marketing of marine engines and related products. The profitability of the
Company is directly tied to the marine industry. The industry is subject to
fluctuations in economic conditions that may adversely affect the Company.
Net sales include export sales, primarily to customers in the Netherlands,
England, Italy, South Africa and Puerto Rico of approximately $2,849,400,
$2,591,600 and $2,305,500 for fiscal years ended October 21, 2000, October
23, 1999, and October 24, 1998, respectively. In fiscal 2000, two customers
each accounted for sales in excess of 10% of net sales as follows:
$8,896,200 and $6,166,700. In fiscal 1999, two customers each accounted for
sales in excess of 10% of net sales as follows: $7,657,400 and $5,791,000.
In fiscal 1998, three customers each accounted for sales in excess of 10% of
net sales as follows: $5,878,000, $4,827,900 and $2,788,500.
At October 21, 2000, two customers each accounted for trade accounts
receivable in excess of 10% of net accounts receivable as follows: $671,700,
and $596,300. At October 23, 1999, two customers each accounted for trade
accounts receivable in excess of 10% of net accounts receivable as follows:
$550,700, and $531,100. The Company performs ongoing credit evaluations of
its customers and therefore does not require collateralization of trade
receivables.
3. Inventories
Inventories consist of the following:
<TABLE>
<CAPTION>
October 21, 2000 October 23, 1999
---------------- ----------------
<S> <C> <C>
Raw materials $7,260,800 $4,539,800
Work-in-process 617,000 762,400
Finished goods 1,163,100 338,000
---------- ----------
$9,040,900 $5,640,200
========== ==========
</TABLE>
The Company uses the last-in, first-out (LIFO) method to value inventory.
The Company believes the LIFO inventory method results in a better matching
of costs and revenues during periods of changing prices. Inventories would
have been $1,168,600 and $1,078,600 higher at October 21, 2000 and October
23, 1999, respectively, if the first-in, first-out (FIFO) method had been
used. Inventory cost determined on the FIFO method approximates replacement
or current cost.
The basic component of the Company's engine products is a "long block"
engine, which is a complete engine block and head assembly without
peripheral equipment. The Company purchases "long block" engines from five
foreign manufacturers. Interruption of the supply of "long block" engines
would have a material adverse effect on the Company if the time to develop
new sources of supply and replacement products is longer than the time it
takes to exhaust the Company's inventory of existing "long block" engines.
4. Property, Plant and Equipment
Property, plant and equipment, at cost, consists of the following:
<TABLE>
<CAPTION>
October 21, 2000 October 23, 1999
---------------- ----------------
<S> <C> <C>
Land $ 969,500 $ 48,000
Building and building improvements 5,302,900 1,386,100
Furniture and fixtures 654,400 458,800
Machinery, patterns and equipment 4,188,900 3,354,100
Transportation equipment 84,900 51,500
Leasehold improvements 20,400 20,400
Equipment under capital lease 769,200 769,200
Construction in progress 1,207,800 -
----------- ----------
13,198,000 6,088,100
Less accumulated depreciation 4,334,700 4,060,800
----------- ----------
$ 8,863,300 $2,027,300
=========== ==========
</TABLE>
The Company incurred depreciation expense of approximately $494,800,
$445,100, and $407,100 for fiscal years 2000, 1999, and 1998, respectively.
5. Other Assets
The Company has entered into a split-dollar insurance arrangement with John
H. Westerbeke, Jr., the chairman, president and chief executive officer of
the Company, as part of his employment agreement (see note 10), pursuant to
which the Company will pay the premium costs of certain life insurance
policies. Upon surrender of the policies or payment of the death benefit,
the Company is entitled to repayment of an amount equal to the cumulative
premiums previously paid by the Company, with all remaining payments to be
made to Mr. Westerbeke Jr. or his beneficiaries. Included in other assets at
October 21, 2000 and October 23, 1999 is $1,525,100 and $1,470,300,
respectively, which represents the cumulative value of insurance premiums
paid to date.
6. Note Receivable-Related Party
The Company holds a note receivable from John H. Westerbeke, Jr., the
chairman, president and chief executive officer of the Company. The
principal amount of the secured loan at October 21, 2000 and October 23,
1999 was $74,800 and $93,400, respectively. The loan was used by Mr.
Westerbeke, Jr. to purchase a 40-foot sailboat. The loan bears interest at
7-3/4% per annum, is secured by a security interest in the sailboat and is
payable in monthly installments over a ten year period. The Company has
leased the sailboat from Mr. Westerbeke, Jr. pursuant to a lease expiring in
July 2004 at a rental of $2,793 per month (see Note 10). The Company makes
use of the boat to evaluate the performance of its marine engines and
products and for other corporate matters.
7. Revolving Demand Note Payable
The Company has a $6,000,000 Credit Agreement with Brown Brothers Harriman &
Co., collateralized by inventory, accounts receivable and general
intangibles. The Credit Agreement was entered into on June 26, 2000. The
Agreement does not have an expiration date, but is payable on written
demand. As of October 21, 2000, the Company had approximately $1,920,300
in unused borrowing capacity under the Credit Agreement and approximately
$229,700 committed to cover the Company's reimbursement obligations under
certain open letters of credit and bankers' acceptances.
8. Long-Term Debt
<TABLE>
<CAPTION>
October 21, 2000 October 23, 1999
---------------- ----------------
<S> <C> <C>
Term Loan with an interest rate of 8.08%, with
repayment terms through July 2001. $ - $178,500
Term Loan with an interest rate of 8.11%, with
repayment terms through June 2002. - 163,200
Term Loan with an interest rate of 6.46%, with
repayment terms through April 2015. 4,507,500 -
Term Loan with an interest rate of 6.46%, with
repayment terms through April 2007. 377,000 -
Capital Lease with an interest rate of 8.75%
with repayment terms through September 2001. 37,800 75,700
-----------------------------
4,922,300 417,400
Less current portion 280,100 192,900
-----------------------------
Long term debt net of current portion $4,642,200 $224,500
=============================
</TABLE>
Aggregate maturities of long-term debt for each of the ensuing five years
are as follows:
<TABLE>
<CAPTION>
Year Amount
---- ------
<S> <C>
2001 $ 280,100
2002 258,500
2003 275,700
2004 294,100
2005 313,600
Thereafter 3,500,300
----------
$4,922,300
==========
</TABLE>
9. Income Taxes
Total income tax benefit for the year ended October 21, 2000 was allocated
as follows:
<TABLE>
<S> <C>
Income from continuing operations $ (94,400)
Stockholders' equity, for compensation expense for tax purposes in excess
of amounts recognized for financial reporting purposes and from the change
in comprehensive income (6,600)
---------
$(101,000)
=========
</TABLE>
Income tax (benefit) expense attributable to income from continuing
operations consists of:
<TABLE>
<CAPTION>
Years Ended
--------------------------------------------------------
October 21, 2000 October 23, 1999 October 24, 1998
---------------- ---------------- ----------------
<S> <C> <C> <C>
Federal:
Current $ 217,200 $ 413,700 $ 444,000
Deferred (95,500) (36,300) (111,500)
-------------------------------------------------
121,700 377,400 332,500
-------------------------------------------------
State:
Current 47,500 123,200 134,800
Deferred (263,600) (11,200) (20,600)
-------------------------------------------------
(216,100) 112,000 114,200
-------------------------------------------------
Total $ (94,400) $ 489,400 $ 446,700
=================================================
</TABLE>
The Company has no net operating loss carryforwards and has approximately
$212,000 of state tax credits, which are available to offset income taxes
over a ten-year period.
Income tax (benefit) expense differed from the amounts computed by applying
the U.S. federal income tax rate of 34 percent to pretax income as a result
of the following:
<TABLE>
<CAPTION>
Years Ended
--------------------------------------------------------
October 21, 2000 October 23, 1999 October 24, 1998
---------------- ---------------- ----------------
<S> <C> <C> <C>
Provision at statutory rate $ 45,500 $ 437,000 $370,700
State tax provision,
net of federal tax benefit (142,600) 74,000 75,400
Other, net 2,700 (21,600) 600
------------------------------------------------
Total $ (94,400) $ 489,400 $ 446,700
================================================
</TABLE>
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at October
21, 2000 and October 23, 1999 are presented below.
<TABLE>
<CAPTION>
October 21, 2000 October 23, 1999
---------------- ----------------
<S> <C> <C>
Deferred tax assets:
Accounts receivable $ 133,400 $ 113,600
Inventory 558,800 343,500
Accrued bonus 139,300 197,000
Warranty 145,000 120,800
Massachusetts investment tax credit 139,900 -
-----------------------------
Total gross deferred tax assets 1,116,400 774,900
-----------------------------
Deferred tax liabilities:
Fixed assets, principally due to
accelerated depreciation methods (181,500) (199,200)
Unrealized gain on marketable securities (12,000) (11,400)
-----------------------------
Total gross deferred tax liabilities (193,500) (210,600)
-----------------------------
Net deferred tax assets $ 922,900 $ 564,300
=============================
</TABLE>
Management believes that the realization of deferred tax assets is more
likely than not because future operations of the Company are expected to
generate sufficient taxable income.
10. Commitments and Contingencies
Lease Obligations
The Company has lease agreements for a warehouse and certain equipment (see
note 6) expiring at various dates through 2005. Rental expense under
operating leases was $185,800, $173,000, and $173,200 for the years ended
October 21, 2000, October 23, 1999 and October 24, 1998, respectively.
The following capital leases are included in property, plant and equipment:
<TABLE>
<CAPTION>
October 21, 2000 October 23, 1999
---------------- ----------------
<S> <C> <C>
Property, plant and equipment $769,200 $769,200
Less accumulated amortization 662,500 645,000
-------- --------
$106,700 $124,200
======== ========
</TABLE>
The future minimum lease payments required under operating leases that have
initial or remaining noncancelable lease terms in excess of one year are as
follows:
<TABLE>
<CAPTION>
Year Operating
---- ---------
<S> <C>
2001 $185,400
2002 135,900
2003 36,800
2004 36,800
2005 2,500
--------
Total future minimum lease payments $397,400
========
</TABLE>
Letters of Credit and Bankers' Acceptances
Certain foreign vendors require the Company to provide letters of credit at
the time purchase orders are placed. As of October 21, 2000, the Company was
contingently liable for open letters of credit and bankers' acceptances of
approximately $229,700 (see note 7).
Employment Agreements
In March of 1993, the Company entered into an Employment Agreement (the
"Agreement") with John H. Westerbeke, Jr., the chairman of the board,
president, and chief executive officer of the Company. The Agreement calls
for Mr. Westerbeke, Jr. to be paid an annual salary of $141,750, subject to
increases based upon the Consumer Price Index and at the discretion of the
Company. The Agreement also provides for payment of a bonus at the
discretion of the board of directors of the Company. In September 1996, the
Board of Directors established an incentive plan for Mr. Westerbeke pursuant
to which Mr. Westerbeke will have an annual bonus opportunity, based on net
income and increases in sales, in each of the four years beginning with the
1997 fiscal year. Mr. Westerbeke may elect to have all or any part of his
base salary or bonus paid as deferred compensation in five annual
installments commencing upon his retirement or other termination of
employment, or upon a change of control of the Company, as defined in the
Agreement. Amounts deferred by Mr. Westerbeke are contributed by the Company
to a trust established to hold and invest these funds until such time as the
amounts are payable to Mr. Westerbeke. The Agreement also requires the
Company to pay premiums for certain life insurance policies on the life of
Mr. Westerbeke, Jr. In addition, in the event of a change in control of the
Company, Mr. Westerbeke, Jr. may terminate his employment during the one
year period following such change in control, and in such event, the Company
is required to pay him a lump sum cash payment in an amount equal to three
times his average annual cash compensation during the most recent five
taxable years of the Company. In addition, in such circumstances, the
Company is required to continue to carry group life and health insurance for
Mr. Westerbeke, Jr. for a three year period and is required to pay any
premiums payable on the life insurance policies on his life for a three year
period.
Legal Proceedings
An arbitrator has awarded the Company $4,202,300 in connection with a dispute
with a supplier. The Company will seek to enforce the arbitration award in
both the United States and Japan. However, there can be no assurance that the
supplier will not appeal the award successfully or defend successfully against
enforcement of the award. Accordingly, the Company has not recorded the award
in the accompanying financial statements.
11. Stockholders' Equity
In June 1986, the board of directors and the stockholders of the Company
adopted the Company's 1986 Stock Option Plan (the "Option Plan"), under
which 300,000 shares of common stock have been made available. The Company
has also reserved 250,000 shares of common stock for issuance in connection
with a Supplemental Stock Option Plan (the "Supplemental Plan"). The
Supplemental Plan permits acceleration of the exercisability of options in
the event of a change in control of the Company with the Company retaining
the right of first refusal with respect to shares issued under this plan.
In March 1996, the board of directors and the stockholders of the Company
adopted the Company's 1996 Stock Option Plan (the "1996 Option Plan"), under
which 150,000 shares of common stock have been made available. As of October
21, 2000, there has been no activity under the 1996 Option Plan.
Options under the plans may be either nonqualified stock options or
incentive stock options. Options may be granted to eligible employees of the
Company and members of the board of directors.
The price at which the shares may be granted may not be less than the lower
of fair market value or tangible book value in the case of nonqualified
options, or 110% of the fair market value in the case of incentive stock
options. The options generally become exercisable in 20% annual increments
beginning on the date of the grant and expire at the end of ten years.
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards (SFAS) No.123 in October 1995, which statement
establishes financial accounting and reporting standards for stock based
employee compensation plans. The Company has adopted the disclosure
requirements of SFAS No.123 and continues to apply the accounting provisions
of Opinion No.25 of the Accounting Principles Board. Proforma disclosure
required under SFAS 123 is not provided as no stock options have been
granted for the three years ended October 21, 2000.
Information for fiscal years 1998, 1999 and 2000, with respect to the Option
Plan, is as follows:
<TABLE>
<CAPTION>
Weighted average
exercise price of
Shares shares under plan
------ -----------------
<S> <C> <C>
Balance outstanding at October 25, 1997,
October 24, 1998 and October 23, 1999 150,000 $1.125
Exercised (10,000) 1.125
-------
Balance outstanding and exercisable
at October 21, 2000 140,000 $1.125
=======
</TABLE>
The outstanding options expire on various dates through May 2003. Options
for 88,100 shares are available for future grant under the Option Plan.
The following table summarizes information concerning currently outstanding
and exercisable options under the Option Plan as of October 21, 2000:
<TABLE>
<CAPTION>
Weighted
average Weighted
Range of remaining average Weighted
exercise Number contractual outstanding Options average
prices outstanding life (years) option price exercisable exercise price
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$1.125 140,000 2.4 $1.125 140,000 $1.125
</TABLE>
Information for fiscal years 1998, 1999, and 2000, with respect to the
Supplemental Plan, is as follows:
<TABLE>
<CAPTION>
Weighted average
exercise price of
Shares shares under plan
------ -----------------
<S> <C> <C>
Balance outstanding at October 25, 1997 147,400 $1.507
Exercised (29,000) 1.000
-------
Balance outstanding at October 24, 1998,
October 23, 1999 and October 21, 2000 118,400 1.631
-------
Balance exercisable at October 21, 2000 118,400 $1.631
=======
</TABLE>
The following table summarizes information concerning currently outstanding
and exercisable options under the Supplemental Plan as of October 21, 2000:
<TABLE>
<CAPTION>
Weighted
average Weighted
Range of remaining average Weighted
exercise Number contractual outstanding Options average
prices outstanding life (years) option price exercisable exercise price
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$.875 - $3.000 118,400 3.0 $1.631 118,400 $1.631
</TABLE>
The outstanding options expire on various dates through June 2006. Options
for 41,300 shares are available for future grant under the Supplemental
Plan.
Preferred Stock
As of October 21, 2000 and October 23, 1999, 1,000,000 shares of $1.00 par
value Serial Preferred Stock were authorized; none were issued or
outstanding.
12. 1986 Employee Stock Purchase Plan
In June 1986, the board of directors and the stockholders of the Company
adopted the Company's 1986 Employee Stock Purchase Plan (the "Purchase
Plan"). Under the Purchase Plan, an aggregate of 100,000 shares of common
stock are available for purchase by eligible employees of the Company,
including directors and officers, through payroll deductions over successive
six-month offering periods. The Purchase Plan will become effective when so
declared by the board of directors.
The Purchase Plan is intended to qualify as an "Employee Stock Purchase
Plan" within the meaning of Section 423 of the Internal Revenue Code. The
purchase price of the common stock under the Purchase Plan will be 85% of
the average of the closing high bid and last asked prices per share in the
over-the-counter market on either the first or last day of each six-month
offering period, whichever is less. As of October 21, 2000, there has been
no activity under the Purchase Plan.
13. Employee Benefit Plan
In 1994, the Company started an Employee Deferred Compensation Plan that
covers all employees over 21 years of age who have completed at least 3
months of service with the Company. Contributions by the Company are
discretionary and are determined by the Company's board of directors. The
Company's defined contribution plan, available to substantially all salaried
employees, contains a matched savings provision that permits both pretax and
after-tax employee contributions. Participants can contribute up to 15% of
their annual compensation and receive a 25% matching employer contribution
on up to 8% of their annual compensation. The Company contributed $46,600,
$41,800 and $38,800 for the fiscal years ended October 21, 2000, October 23,
1999 and October 24, 1998, respectively.
14. Quarterly Financial Data (Unaudited)
(In thousands, except per share amounts)
Selected quarterly financial data for the years ended October 21, 2000 and
October 23, 1999 is as follows:
<TABLE>
<CAPTION>
Fiscal
Fiscal 2000: First Second Third Fourth Year
-----------------------------------------------
<S> <C> <C> <C> <C> <C>
Net sales $8,791 $9,103 $8,892 $7,742 $34,528
Gross profit 2,150 1,968 2,002 1,632 7,752
Income (loss) from operations 597 337 272 (712) 494
Other income (loss) (10) (97) - (82) (189)
Net income (loss) 353 126 131 (382) 228
Net income (loss) per share, diluted 0.17 0.06 0.06 (0.18) 0.11
<CAPTION>
Fiscal
Fiscal 1999: First Second Third Fourth Year
-----------------------------------------------
<S> <C> <C> <C> <C> <C>
Net sales $5,447 $7,602 $7,571 $8,494 $29,114
Gross profit 956 1,896 1,838 1,873 6,563
Income (loss) from operations (190) 506 562 (39) 839
Other income (loss) (31) 504 (65) (21) 387
Net income (loss) (111) 581 319 7 796
Net income (loss) per share, diluted (0.06) 0.28 0.16 0.01 0.39
</TABLE>
New Accounting Pronouncements
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities" establishes accounting
and reporting standards for derivatives and hedging activities. In June
2000, the Financial Accounting Standards Board issued SFAS No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging
Activities," and amendment to SFAS No. 133. These statements require that an
entity recognize all derivatives as either assets or liabilities in the
balance sheet and measure those instruments at fair value. We are currently
evaluating SFAS No. 133 and SFAS No. 138. We do not expect these new
statements to have a material effect on our consolidated financial position,
results of operations or cash flow.
SCHEDULE II
WESTERBEKE CORPORATION AND SUBSIDIARY
VALUATION AND QUALIFYING ACCOUNT
For the years ended October 21, 2000, October 23, 1999
and October 24, 1998
<TABLE>
<CAPTION>
Balance at Charged to Charged Balance
Beginning of Costs and To Other at End
Period Expenses Accounts Deductions of Year
<S> <C> <C> <C> <C> <C>
1998
Allowance for doubtful accounts $63,900 - - 4,700 $ 59,200
1999
Allowance for doubtful accounts $59,200 - - - $ 59,200
2000
Allowance for doubtful accounts $59,200 62,500 - 6,700 $115,000
</TABLE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
PART I I I
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Certain biographical information concerning the directors of the
Company as of January 1, 2001 is set forth below. Such information was
furnished by them to the Company.
<TABLE>
<CAPTION>
Certain
Name of Director Age Biographical Information
---------------- --- ------------------------
<S> <C> <C>
GERALD BENCH 59 President, BFT Holdings Co., Inc. (investor
in emerging growth businesses) since
November 1996; President and Chief
Executive Officer, Hadley Fruit Orchards,
Inc. from November 1996 to June 1999;
Consultant, Hadley Fruit Orchards, Inc.
from March 1995 to November 1996; Partner,
ICAP Marine Group (consulting firm) from
November 1993 to February 1995; Chairman
and President, TDG Aerospace, Inc.
(manufacturer of aircraft de-icing devices)
from October 1991 to November 1993;
President, Thermion, Inc. (manufacturer of
heaters for aircraft de-icing devices) from
April 1990 to September 1991; General
Manager, Lermer Corporation (manufacturer
of airline galley equipment) from June 1989
through March 1990; former Chairman of the
Board, President, Chief Executive Officer
and Director of E&B Marine Inc. (marine
supplies and accessories) from prior to
1988; Director of the Company since June
1986
THOMAS M. HAYTHE 61 Business and Legal Consultant since
February 2000: Partner, Haythe & Curley
(attorneys) (renamed Torys in 2000) from
1982 to January 2000; Director: Novametrix
Medical Systems Inc. (manufacturer of
electronic medical instruments), Guest
Supply, Inc. (provider of hotel guest room
amenities, accessories and products) and
Ramsay Youth Services, Inc. (provider of
youth and educational services); Director
of the Company since June 1986.
NICHOLAS H. SAFFORD 68 President, Nicholas H. Safford & Co., Inc.
(investment counselor and private trustee)
since 1983 and from 1979 to 1981; former
president and director of Wendell, Safford
& Co., Inc. (investment counseling firm)
from 1982 to 1983; former vice president
and director of David L. Babson & Co., Inc.
(investment counseling firm) prior to 1978;
Director of the Company since February
1991.
JAMES W. STOREY 66 Consultant since January 1993; President,
Wellingsley Corporation (private investment
management company) from December 1986
through December 1992; President and Chief
Executive Officer of Codex Corporation, a
subsidiary of Motorola, Inc. from 1982 to
1986; Vice President of Motorola, Inc. from
1982 to 1986; Director of the Company since
June 1986.
JOHN H. WESTERBEKE, JR. 60 President of the Company since 1976;
Director of the Company since 1976;
Chairman of the Board of Directors of the
Company since June 1986.
</TABLE>
For additional information concerning the management of the Company,
see "Item 1 - Business - Executive Officers" contained in Part I hereof.
The Board of Directors of the Company consists of three classes of
directors: Class A, Class B, and Class C. Directors in each class are
elected for a term of three years. The term of office of the Class C
directors will expire at the Annual Meeting of Stockholders to be held in
2001. Class A and Class B directors will be elected at the Annual Meetings
to be held in 2002 and 2003, respectively. Mr. Bench and Mr. Safford are
Class A directors, Messrs. Haythe and Storey are Class B directors and
Messrs. Westerbeke, Jr. is a Class C director.
The directors and officers of the Company other than Messrs. Bench,
Haythe, Safford and Storey are active in the business on a day-to-day basis.
Section 16 (a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than
ten percent of the Company's Common Stock, to file with the SEC initial
reports of ownership and reports of changes in ownership of Common Stock.
Officers, directors and greater than ten percent stockholders are required
by SEC regulations to furnish the Company with copies of all Section 16 (a)
reports they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and representations that no other
reports were required, during the fiscal year ended October 21, 2000 all
Section 16 (a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information for the fiscal years ended
October 21, 2000, October 23, 1999 and October 24, 1998 concerning the
compensation paid or awarded to the Chief Executive Officer and the other
executive officer of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
Fiscal --------------------------
Name and Year
Principal Ended All Other
Position October Salary Bonus Compensation
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John H. Westerbeke, Jr. 2000 $228,359(1) $134,247(2) $38,549(7)
President, Chairman of the Board 1999 226,190(3) 84,723(4) 33,385(7)
of Directors and Class C Director 1998 214,488(5) 53,838(6) 31,622(7)
Carleton F. Bryant, III 2000 $ 94,500 $ 60,633 -
Executive Vice President, 1999 94,500 61,115 -
Treasurer, Chief Operating Officer 1998 94,500 72,998 -
and Secretary
<FN>
--------------------
<F1> Includes $75,300 of salary earned in fiscal year 2000, payment of
which has been deferred.
<F2> Includes a $126,692 bonus earned in fiscal year 2000, payment of which
has been deferred.
<F3> Includes $73,100 of salary earned in fiscal year 1999, payment of
which has been deferred.
<F4> Includes a $79,682 bonus earned in fiscal year 1999, payment of which
has been deferred.
<F5> Includes $61,842 of salary earned in fiscal year 1998, payment of
which has been deferred.
<F6> Includes a $49,628 bonus earned in fiscal year 1998, payment of which
has been deferred.
<F7> Includes amounts ($22,750, $19,825 and $18,062 in fiscal 2000, 1999
and 1998, respectively) reflecting the current dollar value of the
benefit to Mr. Westerbeke of premiums paid by the Company with respect
to a split-dollar insurance arrangement (see "Employment Agreements"
below for a description of such arrangement). Such benefit was
determined by calculating the time value of money (using the
applicable federal rates) of the premiums paid by the Company in the
fiscal years ended October 21, 2000, October 23, 1999 and October 24,
1998 for the period from the date on which each premium was paid until
March 31, 2002 (which is the earliest date on which the Company could
terminate the agreement and request a refund of premiums paid).
</FN>
</TABLE>
The Company did not grant any stock options to the executive officers
named in the Summary Compensation Table during the fiscal year ended October
21, 2000.
The following table sets forth the number and value of options held by
the executive officers named in the Summary Compensation Table during the
fiscal year ended October 21, 2000.
OPTION VALUES AT OCTOBER 21, 2000
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised In-the-Money(1)
Options at Options at
October 21, 2000 October 21, 2000
---------------------------- ----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John H. Westerbeke, Jr. 150,000 - $206,200 -
Carleton F. Bryant, I I I 65,000 - $ 89,400 -
<FN>
--------------------
<F1> In-the-money options are those where the fair market value of the
underlying Common Stock exceeds the exercise price of the option. The
value of in-the-money options is determined in accordance with
regulations of the Securities and Exchange Commission by subtracting
the aggregate exercise price of the option from the aggregate year-end
value of the underlying Common Stock.
</FN>
</TABLE>
Employment Agreements
---------------------
The Company has an Employment Agreement (the "Agreement") with John H.
Westerbeke, Jr., the Chairman of the Board, President and Chief Executive
Officer of the Company, which provides for his employment by the Company at
an annual base salary, subject to increases based upon the Consumer Price
Index and at the discretion of the Company. During fiscal 2000, Mr.
Westerbeke's salary was $228,359, which included $75,300 of salary which has
been deferred. The Agreement also provides for payment of a bonus at the
discretion of the Board of Directors of the Company. In September 1996, the
Board of Directors established an incentive plan for Mr. Westerbeke pursuant
to which Mr. Westerbeke will have an annual bonus opportunity, based on net
income and increases in sales, in each of the four years beginning with the
1997 fiscal year. Mr. Westerbeke may elect to have all or any part of his
base salary or bonus paid as deferred compensation in five annual
installments commencing upon his retirement or other termination of
employment, or upon a change of control of the Company, as defined in the
Agreement. Amounts deferred by Mr. Westerbeke are contributed by the Company
to a trust established to hold and invest these funds until such time as the
amounts are payable to Mr. Westerbeke. The Agreement also requires the
Company to pay premiums for certain life insurance policies on the life of
Mr. Westerbeke as described below. The Agreement may be terminated by the
Company upon the disability of Mr. Westerbeke, by the Company with or
without cause, and by Mr. Westerbeke in the event there has occurred a
constructive termination of employment by the Company. In addition, in the
event of a change in control of the Company, as defined in the Agreement,
Mr. Westerbeke may terminate his employment during the one year period
following such change in control, and in such event, the Company will be
required to pay him a lump sum cash payment in an amount equal to three
times his annual cash compensation during the most recent five taxable years
of the Company, less $1,000. In addition, in such circumstances, the Company
is required to continue to carry group life and health insurance for Mr.
Westerbeke for a three year period and is required to pay any premiums
payable on the split-dollar life insurance policies on his life for a three
year period. Under the Agreement, Mr. Westerbeke has agreed not to compete
with the Company for a period of one year following termination of his
employment.
The Company has entered into a split-dollar insurance arrangement with
Mr. Westerbeke, Jr., pursuant to which the Company will pay the premium
costs of certain life insurance policies that pay a death benefit of not
less than $6,150,000 in the aggregate upon the death of Mr. Westerbeke. Upon
surrender of the policies or payment of the death benefit thereunder, the
Company is entitled to repayment of an amount equal to the cumulative
premiums previously paid by the Company, with all remaining payments to be
made to Mr. Westerbeke or his beneficiaries. See footnote (6) to the
"Summary Compensation Table" above for further information on premium
payments made by the Company.
The Company has an agreement with Carleton F. Bryant, III, the
Executive Vice President, Treasurer and Chief Operating Officer of the
Company, which provides for his employment by the Company at an annual
salary of $94,500. Under a related agreement Mr. Bryant agrees not to
compete with the Company for a period of three years following the
termination of his employment.
Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------
During the Company's past fiscal year, Thomas M. Haythe, a director of
the Company and a member of the Compensation Committee, was a partner of the
law firm of Haythe & Curley (renamed Torys in 2000), which firm acted as
legal counsel to the Company during the past fiscal year. It is expected
that Torys will continue to render legal services to the Company in the
future. Mr. Haythe, who retired from Torys in January 2000, acts as the
Company's general counsel and is expected to continue to do so in the
future.
Compensation of Directors
-------------------------
The Company currently pays its directors a fee of $2,000 for attending
each meeting of the Board of Directors of the Company.
Termination of Employment and Change of Control Arrangements
------------------------------------------------------------
See "Employment Agreements" above for information concerning certain
change of control arrangements with respect to John H. Westerbeke, Jr., the
Chairman of the Board, President and Chief Executive Officer of the Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The shareholders (including any "group" as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934) who, to the
knowledge of the Board of Directors of the Company, owned beneficially more
than five percent of any class of the outstanding voting securities of the
Company as of January 1, 2001, each director and each executive officer
named in the Summary Compensation Table of the Company who owned
beneficially shares of Common Stock and all directors and executive officers
of the Company as a group, and their respective shareholding as of such date
(according to information furnished by them to the Company), are set forth
in the following table. Except as indicated in the footnotes to the table,
all of such shares are owned with sole voting and investment power.
<TABLE>
<CAPTION>
Shares of Common Stock
Name and Address Owned Beneficially Percent of Class
---------------- ---------------------- ----------------
<S> <C> <C>
Paul B. Luber 133,255 (1) 6.9%
4201 North Oakland Avenue
Shorewood, Wisconsin 53211
Gerald Bench 11,100 (2) *
17 1/2 Passaic Avenue
Spring Lake, New Jersey 07762
Thomas M. Haythe 16,100 (3) *
Myles Standish Industrial Park
Taunton, Massachusetts 02780
Nicholas H. Safford 10,100 (4) *
9 Cleaves Street
Rockport, Massachusetts 01966
James W. Storey 20,100 (5) 1.0%
3 Saddle Ridge Road
Dover, Massachusetts 02030
John H. Westerbeke, Jr 1,248,250 (6) 60.1%
Myles Standish Industrial Park
Taunton, Massachusetts 02780
Carleton F. Bryant, III 65,000 (7) 3.3%
Myles Standish Industrial Park
Taunton, Massachusetts 02780
All Directors and Officers as a Group 1,370,650 (2) (3) (4) (5) (6) (7) 63.0%
(seven persons)
<FN>
--------------------
(*) Less than one percent.
<F1> Information as to these holdings is based upon a report on Schedule
13D filed with the Securities and Exchange Commission by Mr. Paul B.
Luber. Such report indicates that Mr. Luber has sole voting and
dispositive power with respect to 133,255 shares, of which 53,555
shares are directly owned by Mr. Luber and 79,700 shares are owned by
Great Lakes Capital Holdings, LLP, a limited liability partnership of
which Mr. Luber is a general partner.
<F2> Consists of 11,100 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Bench.
<F3> Includes 11,100 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Haythe.
<F4> Consists of 10,100 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Safford.
<F5> Includes 11,100 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Storey.
<F6> Includes 150,000 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Westerbeke, Jr.
<F7> Consists of 65,000 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Bryant.
</FN>
</TABLE>
To the Company's knowledge, there have been no significant changes in
stock ownership or control of the Company as set forth above since January
1, 2001.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company leases a 40-foot sailboat from Mr. Westerbeke, Jr. the
Chairman of the Board, President and Chief Executive Officer of the Company,
pursuant to a lease expiring in July 2004. The Company pays an annual rental
to him of $33,500 and also pays approximately $10,000 to $15,000 of annual
expenses in connection with the operation and maintenance of the sailboat.
The Company makes use of the sailboat to evaluate the performance of its
marine engine products and for other corporate purposes. In July 1994, Mr.
Westerbeke, Jr. executed a promissory note payable to the Company in the
principal amount of $165,000. The proceeds of the loan were used by Mr.
Westerbeke, Jr. to purchase the sailboat which is leased to the Company as
described above. The loan, which is due June 1, 2004, is payable in equal
monthly installments which commenced on July 1, 1994, together with interest
at 7.75% per annum and is secured by the sailboat. Management of the Company
believes that the terms of the lease and of the secured loan are no less
favorable to the Company than it could obtain from an unrelated party.
During the Company's past fiscal year, Thomas M. Haythe, a Class B
director of the Company, was a partner of the law firm of Haythe & Curley
(renamed Torys in 2000), which firm has acted as legal counsel to the
Company during the past fiscal year. It is expected that Torys will continue
to render legal services to the Company in the future. Mr. Haythe, who
retired in January 2000, acted as the Company's general counsel and is
expected to continue to do so in the future.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K.
(a) 1. Financial Statements:
Included in PART II of this report: Page
Report of KPMG LLP 24
Consolidated Balance Sheets at
October 21, 2000 and October 23, 1999 25
Consolidated Statements of Operations
for the three years in the period ended
October 21, 2000 26
Consolidated Statements of Stockholders'
Equity and Comprehensive Income for the
three years in the period ended October 21, 2000 27
Consolidated Statements of Cash Flow
for the three years in the period ended
October 21, 2000 28
Notes to Consolidated Financial Statements 29
2. Financial Statement Schedule:
Included in PART II of this report:
Schedule II - Valuation and Qualifying
Account for the three years in the period
ended October 21, 2000 41
Schedules other than those listed above are omitted because
they are not applicable, or the required information is shown in
the Consolidated Financial Statements or Notes thereto. Columns
omitted from schedules filed have been omitted because the
information is not applicable.
3. Exhibits:
The exhibits required to be filed as part of this Annual
Report on Form 10-K are listed in the attached Index to Exhibits.
(b) Current Reports on Form 8-K:
During the fiscal quarter ended October 21, 2000, the Company
did not file any Current Reports on Form 8-K.
* * *
Copies of the exhibits filed with this Annual Report on Form 10-K or
incorporated by reference herein do not accompany copies hereof for
distribution to stockholders of the Company. The Company will furnish a copy
of any of such exhibits to any stockholder requesting the same for a nominal
charge to cover duplicating costs.
POWER OF ATTORNEY
The registrant and each person whose signature appears below hereby
appoint John H. Westerbeke, Jr. and Thomas M. Haythe as attorney-in-fact
with full power of substitution, severally, to execute in the name and on
behalf of the registrant and each such person, individually and in each
capacity stated below, one or more amendments to this Annual Report on Form
10-K, which amendments may make such changes in this Annual Report as the
attorney-in-fact acting in the premises deems appropriate and to file any
such amendment(s) to this Annual Report with the Securities and Exchange
Commission.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Annual Report to
be signed on its behalf by the undersigned thereunto duly authorized.
Dated: January 19, 2001
WESTERBEKE CORPORATION
By /s/ John H. Westerbeke, Jr.
---------------------------
John H. Westerbeke, Jr.
Chairman of the Board
and President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Annual Report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
Dated: January 19, 2001
By /s/ John H. Westerbeke, Jr.
---------------------------
John H. Westerbeke, Jr.
Chairman of the Board,
President and Principal
Executive Officer
Dated: January 19, 2001 By /s/ Carleton F. Bryant III
--------------------------
Carleton F. Bryant III
Executive Vice President,
Chief Operating Officer and
Principal Financial
and Accounting Officer
Dated: January 19, 2001 By /s/ Gerald Bench
----------------
Gerald Bench
Director
Dated: January 19, 2001 By /s/ Thomas M. Haythe
--------------------
Thomas M. Haythe
Director
Dated: January 19, 2001 By /s/ Nicholas H. Safford
-----------------------
Nicholas H. Safford
Director
Dated: January 19, 2001 By /s/ James W. Storey
-------------------
James W. Storey
Director
Index to Exhibits
-----------------
Exhibit
No. Name of Exhibit Page
------- --------------- ----
2 Agreement and Plan of Merger between the Company
and J.H. Westerbeke Corporation, a Massachusetts
corporation (1)
3 (a) Certificate of Incorporation of the Company (as
amended) (1)
3 (b) By-Laws of the Company (4)
10 (a) Agreement dated as of June 30, 1986 by and
between the Company and John H. Westerbeke, Sr (1)
10 (b) 1986 Stock Option Plan of the Company as
amended on January 6, 1987 and on May 26, 1988 (4)
10 (c) 1986 Employee Stock Purchase Plan of the
Company (1)
10 (d) Supplemental Stock Option Plan of the
Company (4)
10 (e) 1996 Stock Option Plan of the Company (2)
10 (f) Agreement dated as of June 1, 1986 by and among
the Company, Ruth A. Westerbeke, John H.
Westerbeke, Jr., John H. Westerbeke, Sr. and
Ruth A. Westerbeke, as trustees (1)
10 (g) Supplemental Medical Insurance Policy (1)
10 (h) Employment Agreement dated March 24, 1993
between the Company and John H. Westerbeke, Jr.,
Chairman, President and Chief Executive Officer of
the Company (4)
10 (i) Employment Agreement dated May 14, 1993
and Confidentiality Agreement dated May 14, 1993
between the Company and Carleton F. Bryant III,
Chief Operating Officer of the Company (4)
10 (j) Lease dated February 3, 1999 by and between
Urban Equities and the Company (3)
10 (k) Purchase and Sale Agreement dated March 1, 2000
between the Company and Dead River Company (5)
10 (l) Real Estate Loan Agreement dated April 24, 2000
among the Company, 150 John Hancock LLP, GE
Capital Public Finance, Inc. and Massachusetts
Development Finance Agency (5)
10 (m) Equipment Loan Agreement dated April 24, 2000
between the Company, GE Capital Public Finance, Inc.
and Massachusetts Development Finance Agency (5)
10 (n) Mortgage Security Agreement, Assignment of Leases and
Rents and Fixture Filing dated April 24, 2000 between
the Company and GE Capital Public Finance, Inc (5)
10 (o) Loan and Security Agreement dated June 26, 2000
between the Company and Brown Brothers Harriman
& Co (6)
10 (p) Revolving Credit Note dated June 26, 2000 between
the Company and Brown Brothers Harriman & Co (6)
10 (q) Amendment dated September 2000 to Loan and Security
Agreement dated June 26, 2000 between the Company
and Brown Brothers Harriman Co
10 (r) Amendment dated September 2000 to Revolving Credit
Note dated June 26, 2000 between the Company and
Brown Brothers Harriman & Co
21 Subsidiary of the Company
23 Consent of KPMG LLP
24 Power of Attorney (See Page 54
of Annual
Report on
Form 10-K)
[FN]
--------------------
<F1> Incorporated by reference to Exhibits to Registration Statement
No. 33-6972 filed with the Securities and Exchange Commission.
<F2> Incorporated by reference to Exhibits to Annual Report on Form 10-K
for fiscal year ended October 26, 1996.
<F3> Incorporated by reference to Exhibits to Quarterly Report on Form 10-Q
for fiscal quarter ended January 23, 1999.
<F4> Incorporated by reference to Exhibits to Annual Report on Form 10-K
for fiscal year ended October 23, 1999.
<F5> Incorporated by reference to Exhibits to Quarterly Report on Form 10-Q
for fiscal quarter ended April 22, 2000.
<F6> Incorporated by reference to Exhibits to Quarterly Report on Form 10-Q
for fiscal quarter ended July 22, 2000.
