UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 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 1-10219
VULCAN INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 31-0810265
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
300 Delaware Avenue, Suite 1704, Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
(302) 427-804
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding shares of no par value common stock at September 30, 2000:
1,098,024 shares
<PAGE>
VULCAN INTERNATIONAL CORPORATION
INDEX
Part I. FINANCIAL INFORMATION PAGE
Item 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets 1
Condensed Consolidated Statements of Income 2
Condensed Consolidated Statements of Cash Flows 3
Schedule Supporting Net Income Per Common
Share and Dividends Per Common Share 4
Notes to Condensed Consolidated Financial
Statements 5-9
Independent Accountants' Report 10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11-12
Item 3 Quantitative and Qualitative Disclosures
about Market Risks 12
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 6. Exhibits and Reports on Form 8-K 13
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
<TABLE>
VULCAN INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
UNAUDITED
<S> <C> <C>
-ASSETS-
CURRENT ASSETS:
Cash $ 1,005,408 1,088,626
Marketable securities (at fair market value) 49,147,927 49,554,152
Accounts receivable 2,500,676 1,409,773
Inventories 663,135 1,123,403
Prepaid expense and tax 9,696 107,545
----------- ----------
TOTAL CURRENT ASSETS 53,326,842 53,283,499
----------- ----------
PROPERTY, PLANT AND EQUIPMENT-at cost 11,792,005 11,639,469
Less-Accumulated depreciation and depletion 9,308,716 9,020,820
----------- ----------
NET PROPERTY, PLANT AND EQUIPMENT 2,483,289 2,618,649
----------- ----------
OTHER ASSETS:
Investment in joint venture 34,444 -
Marketable securities (at fair market value) 42,840,850 29,329,505
Deferred charges and other assets 4,449,839 4,309,770
----------- ----------
TOTAL OTHER ASSETS 47,325,133 33,639,275
----------- ----------
TOTAL ASSETS $103,135,264 89,541,423
=========== ==========
-LIABILITIES AND SHAREHOLDERS' EQUITY-
CURRENT LIABILITIES:
Deferred income tax $ 15,317,368 15,640,319
Note payable 2,230,000 1,810,000
Other 1,052,697 1,113,040
----------- ----------
TOTAL CURRENT LIABILITIES 18,600,065 18,563,359
----------- ----------
OTHER LIABILITIES:
Deferred income tax 14,393,214 9,999,296
Commitments and contingencies - -
Minority interest in partnership 11,776 10,929
Other liabilities 29,877 29,877
----------- ----------
TOTAL OTHER LIABILITIES 14,434,867 10,040,102
----------- ----------
SHAREHOLDERS' EQUITY:
Capital stock 249,939 249,939
Additional paid-in capital 6,534,925 6,146,698
Retained earnings 27,309,817 26,675,335
Accumulated other comprehensive income 56,501,781 47,852,421
----------- ----------
90,596,462 80,924,393
Less-Common stock in treasury-at cost 20,496,130 19,806,431
----------- ----------
TOTAL SHAREHOLDERS' EQUITY 70,100,332 61,117,962
----------- ----------
TOTAL LIABILITIES
AND SHAREHOLDERS' EQUITY $103,135,264 89,721,423
=========== ==========
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
</TABLE>
-1-
<PAGE>
PART I - FINANCIAL INFORMATION
(Continued)
Item 1. Financial Statements.
<TABLE>
VULCAN INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
<CAPTION>
Nine months ended Three months ended
September 30, September 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
REVENUES:
Net sales $7,272,115 7,005,797 2,440,152 2,846,836
Dividends and interest 1,550,809 1,391,951 514,960 466,186
--------- --------- --------- ---------
TOTAL REVENUES 8,822,924 8,397,748 2,955,112 3,313,022
--------- --------- --------- ---------
COST AND EXPENSES:
Cost of sales 7,281,929 6,873,163 2,412,853 2,653,217
General and
administrative 1,226,645 1,126,394 421,720 291,688
Interest expense 136,366 132,138 42,748 61,184
--------- --------- --------- ---------
TOTAL COST AND
EXPENSES 8,644,940 8,131,695 2,877,321 3,006,089
--------- --------- --------- ---------
EQUITY IN JOINT
VENTURE INCOME AND
MINORITY INTEREST 333,597 273,631 100,773 86,476
--------- --------- --------- ---------
INCOME BEFORE
GAIN ON SALE OF ASSETS 511,581 539,684 178,564 393,409
NET GAIN ON SALE OF
PROPERTY, EQUIPMENT
AND SECURITIES 718,760 317,392 550,228 2,258
--------- --------- --------- ---------
INCOME FROM CONTINUING
OPERATIONS BEFORE
INCOME TAXES 1,230,341 857,076 728,792 395,667
INCOME TAX PROVISION
(CREDIT) (65,111) 155,810 (167,615) 68,981
--------- --------- --------- ---------
INCOME FROM CONTINUING
OPERATIONS 1,295,452 701,266 896,407 326,686
DISCONTINUED OPERATIONS:
Gain on sale of division
assets, net of income tax - 988,845 - 988,845
Loss from operations, net
of income tax - (63,056) - (101,162)
--------- --------- --------- ---------
NET INCOME $1,295,452 1,627,055 896,407 1,214,369
========= ========= ========= =========
NET INCOME PER COMMON
SHARE:
Continuing operations $ 1.17 .64 .81 .30
Discontinued operations - (.06) - (.09)
Gain on disposal of
discontinued operations - .89 - .90
--------- --------- --------- ---------
TOTAL NET INCOME
PER SHARE $ 1.17 1.47 .81 1.11
========= ========= ========= =========
DIVIDENDS PER
COMMON SHARE $ .60 .60 - .20
========= ========= ========= =========
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
</TABLE>
-2-
<PAGE>
PART I - FINANCIAL INFORMATION
(Continued)
Item 1. Financial Statements.
<TABLE>
VULCAN INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended
UNAUDITED
<CAPTION>
September 30, September 30,
2000 1999
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers $ 6,595,975 6,859,360
Cash paid to suppliers and employees (8,044,999) (8,776,260)
Dividends received 1,550,809 1,391,951
Interest paid (140,418) (130,655)
--------- ---------
NET CASH FLOWS FROM OPERATING ACTIVITIES (38,633) (655,604)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of marketable securities 115,460 91,381
Proceeds from sale of property and equipment 185,944 951,998
Purchase of property and equipment (192,877) (260,330)
Cash distribution from joint venture 300,000 600,000
Collection on notes receivable and other 89,328 8,600
--------- ---------
NET CASH FLOWS FROM INVESTING ACTIVITIES 497,855 1,391,649
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under credit agreements 420,000 1,346,681
Sale of treasury shares 466,875 10,650
Purchase of common shares (768,344) (1,710,276)
Cash dividends paid (660,971) (663,314)
--------- ---------
NET CASH FLOWS FROM FINANCING ACTIVITIES (542,440) (1,016,259)
--------- ---------
DECREASE IN CASH AND CASH EQUIVALENTS (83,218) (280,214)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,088,626 1,275,656
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,005,408 995,442
========= =========
RECONCILIATION OF NET INCOME TO
NET CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,295,452 1,627,055
Adjustments-
Depreciation and amortization 327,967 348,983
Deferred income taxes (204,798) 121,548
Equity in joint venture income and
minority interest (333,597) (273,631)
Net gain on sale of property and
marketable securities (718,760) (1,553,448)
Increase in accounts receivable (676,140) (690,120)
(Increase) decrease in inventories 460,268 (267,486)
Decrease in accounts payable,
accrued expenses and other assets (189,025) 31,873
--------- ---------
NET CASH FLOWS FROM OPERATING ACTIVITIES $ (38,633) (655,226)
========= =========
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
</TABLE>
-3-
<PAGE>
PART I - FINANCIAL INFORMATION
(Continued)
Item 1. Financial Statements.
<TABLE>
VULCAN INTERNATIONAL CORPORATION
SCHEDULE SUPPORTING NET INCOME PER COMMON SHARE
AND DIVIDENDS PER COMMON SHARE
UNAUDITED
EXHIBIT 1
<CAPTION>
Nine months ended Three months ended
September 30, September 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
a) Income from
operations $1,295,452 701,266 896,407 326,686
b) Loss from
discontinued
operations, net
of tax - (63,056) - (101,162)
c) Gain on sale of
division assets,
net of income tax - 988,845 - 988,845
--------- --------- --------- ---------
d) Net income 1,295,452 1,627,055 896,407 1,214,369
========= ========= ========= =========
e) Cash dividends on
common shares 660,971 663,314 - 217,952
========= ========= ========= =========
Weighted Average
Shares:
f) Common shares
issued 1,999,512 1,999,512 1,999,512 1,999,512
g) Common
treasury shares 895,730 800,587 901,314 822,470
--------- --------- --------- ---------
h) Common shares
outstanding 1,103,782 1,198,925 1,098,198 1,177,042
========= ========= ========= =========
i) INCOME PER COMMON
SHARE:
Continuing
operations (a/h) 1.17 .64 .81 .30
Discontinued
operations (b/h) - (.06) - (.09)
Gain on sale of
division assets (c/h) - .89 - .90
--------- --------- --------- ---------
NET INCOME PER
SHARE 1.17 1.47 .81 1.11
========= ========= ========= =========
j) Dividends per
common share $ .60 .60 - .20
</TABLE>
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
-4-
<PAGE>
PART I - FINANCIAL INFORMATION
(Continued)
Item 1. Financial Statements.
VULCAN INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2000 and 1999
The Registrant has been advised that it is a potentially responsible party,
together with 18 other parties, with regard to the Resolve, Inc. Superfund
Site, located in North Dartmouth, Massachusetts, with potential joint and
several liability of $5.7 million. The Resolve site was a waste chemical
reclamation facility. The environmental problem at the site involves soil
contamination including, particularly, PCB contaminants. The Registrant is
contesting all liability. The Registrant's liability, if any, cannot be
estimated at this time. It is the understanding of Registrant that clean-up
at the site will involve treatment of contaminated soil and ground water.
There may be other potential clean-up liability at other sites of which the
registrant has no specific knowledge.
The accompanying condensed consolidated financial statements reflect all
adjustments that are, in the opinion of management, necessary to reflect a
fair presentation of financial position, results of operations and cash flows
for the interim periods. All such adjustments are of a normal recurring
nature.
There were no securities of the Registrant sold by the Registrant during the
nine months ended September 30, 2000, that were not registered under the
Securities Act of 1933, or not registered in reliance upon an exemption
from registration provided by Section 4(2) of the Act.
On February 28, 2000 the Board of Directors ratified an action of the
Executive Committee authorizing the Company to enter into an agreement
among Directors and the Company giving the Company the Right of First
Refusal to purchase any shares owned by such Directors prior to any
outside sale of such shares.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
-5-
<PAGE>
PART I - FINANCIAL INFORMATION
(Continued)
Item 1. Financial Statements.
VULCAN INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2000 and 1999
(Continued)
<TABLE>
INVENTORIES
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
UNAUDITED
<S> <C> <C>
Inventories consisted of:
Finished goods $309,862 484,888
Work in process 97,094 145,623
Raw materials 256,179 492,892
------- ---------
Total inventories $663,135 1,123,403
======= =========
</TABLE>
COMPREHENSIVE INCOME
During the nine months and three months ended September 30, 2000 and 1999
total other comprehensive income (loss) was as follows:
<TABLE>
<CAPTION>
Nine months ended Three months ended
September 30, September 30,
2000 1999 2000 1999
<S> <C> c> <C> <C>
Net income $1,295,452 1,627,055 896,407 1,214,369
Other comprehensive
income, net of tax:
Unrealized gain (loss)
on marketable
securities 9,001,815 (2,847,753) 7,609,716 (4,606,931)
Less: reclassification
adjustment for gains
included in net income (352,455) (60,304) (352,455) (60,304)
--------- --------- --------- ---------
Total comprehensive
income (loss) $9,944,812 (1,281,002) 8,153,668 (3,452,866)
========= ========= ========= =========
</TABLE>
-6-
<PAGE>
PART I - FINANCIAL INFORMATION
(Continued)
Item 1. Financial Statements.
VULCAN INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2000 and 1999
(Continued)
Accumulated comprehensive income consisted of unrealized holding gains on
securities available for sale of $56,501,781 at September 30, 2000 and
$47,852,421 at December 31, 1999.
DISCONTINUED OPERATIONS
In August 1999, the Company completed the sale of its Walnut Ridge,
Arkansas plastics operations. The prior period's financial statements
have been reclassified to present the results of operations from Walnut Ridge
as discontinued operations. For business segment reporting purposes, the
financial results from Walnut Ridge were previously reported in the segment
"Rubber and Plastics." In connection with the sale the Company received a
note for $600,000. Total proceeds from the disposal of the plastics
operations were $1,322,319.
<TABLE>
Net sales and income from discontinued operations for the nine months and
three months ended September 30, 1999:
<CAPTION>
For the nine For the three
months ended months ended
September 30, 1999 September 30, 1999
<S> <C> <C>
Net sales $543,683 174,699
======= =======
Loss before income (78,820) (126,453)
Income tax benefit 15,764 25,291
------- -------
Net income $(63,056) (101,162)
======= =======
</TABLE>
INCOME TAXES
The provision for income taxes is a tax benefit for the nine months and
three months ended September 30, 2000 due primarily to the use of the
dividend received deduction which had been limited in prior quarters.
It is anticipated the full dividend received deduction will be utilized
during 2000.
-7-
<PAGE>
PART I - FINANCIAL INFORMATION
(Continued)
Item 1. Financial Statements.
VULCAN INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2000 and 1999
(Continued)
BUSINESS SEGMENT INFORMATION
Reportable segments for the nine months and three months ended September 30,
2000 and 1999 are as follows:
<TABLE>
<CAPTION>
Nine months ended Three months ended
September 30, September 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
NET SALES:
Rubber and Foam Products $5,289,943 5,225,476 1,645,487 2,088,896
Bowling Pins 1,971,656 1,749,201 840,947 713,710
Real Estate Operations 571,722 558,521 146,099 112,872
Intersegment net sales (376,912) (298,964) (176,175) (65,267)
--------- --------- --------- ---------
7,456,409 7,234,234 2,456,358 2,850,211
Timber sales reported in
gain on sale of property
and equipment (184,294) (228,437) (16,206) (3,375)
--------- --------- --------- ---------
TOTAL SALES $7,272,115 7,005,797 2,440,152 2,846,836
========= ========= ========= =========
OPERATING PROFIT (LOSS)
FROM CONTINUING
OPERATIONS:
Rubber and Foam Products $ (908,877) (681,572) (295,628) (62,880)
Bowling Pins 304,065 186,411 116,137 102,508
Real Estate Operations 124,776 264,138 (30,120) 21,999
--------- --------- --------- ---------
TOTAL OPERATING
PROFIT (LOSS) FROM
CONTINUING OPERATIONS (480,036) (231,023) (209,611) 61,627
</TABLE>
-8-
<PAGE>
PART I - FINANCIAL INFORMATION
(Continued)
Item 1. Financial Statements.
VULCAN INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2000 and 1999
(Continued)
<TABLE>
<CAPTION>
Nine months ended Three months ended
September 30, September 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Interest expense - net (136,366) (132,138) (42,748) (61,184)
Other unallocated corporate
income - net 1,846,743 1,220,237 981,151 395,224
Income tax (provision)
credit 65,111 (155,810) 167,615 (68,981)
--------- --------- ------- ---------
INCOME FROM CONTINUING
OPERATIONS 1,295,452 701,266 896,407 326,686
DISCONTINUED OPERATIONS:
Gain on disposal of
division assets, net
of income tax - 988,845 - 988,845
Loss from operations,
net of income tax - (63,056) - (101,162)
--------- --------- ------- ---------
NET INCOME $1,295,452 1,627,055 896,407 1,214,369
========= ========= ======= =========
</TABLE>
REVIEW BY INDEPENDENT ACCOUNTANTS
The condensed consolidated financial statements at September 30, 2000, and
for the nine-month period then ended have been reviewed, prior to filing, by
the Registrant's independent accountants, J.D. Cloud & Co. L.L.P., whose
report covering their review of the financial statements is included in
this report.
-9-
<PAGE>
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors
Vulcan International Corporation
Wilmington, Delaware
We have reviewed the accompanying condensed consolidated balance sheet of
Vulcan International Corporation and subsidiaries as of September 30, 2000,
and the related condensed consolidated statements of income and cash flows for
the nine-month and three-month periods ended September 30, 2000 and 1999.
These financial statements are the responsibility of the Company's management.
We conducted our review in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants. A review of interim financial information consists
principally of applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with
generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying condensed consolidated financial statements
for them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Vulcan International Corporation
and subsidiaries as of December 31, 1999, and the related consolidated
statements of income, shareholders' equity, and cash flows for the year then
ended (not presented herein); and in our report dated February 10, 2000, we
expressed an unqualified opinion on those consolidated financial statements.
In our opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of December 31, 1999, is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which it
has been derived.
J.D. CLOUD & CO. L.L.P.
Certified Public Accountants
Cincinnati, Ohio
November 2, 2000
-10-
<PAGE>
PART I - FINANCIAL INFORMATION
(Continued)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Net sales revenue from continuing operations for the nine months ended
September 30, 2000, increased $266,318 or 3.8% over the corresponding period
in 1999. Cost of sales increased $408,766 or 5.9% during the nine months
ended September 30, 2000 compared to the corresponding period in 1999. Net
sales revenue for the third quarter of 2000 decreased $406,684 or 14.3% and
cost of sales decreased $240,364 or 9.1% compared to the corresponding quarter
in 1999, due primarily to decreased sales in the Company's Rubber segment.
General and administrative expenses increased $100,251 or 8.9% in the nine
months ended September 30, 2000, as compared to the corresponding period in
1999. General and administrative expenses for the third quarter of 2000
increased $130,032 or 44.6% compared to the corresponding quarter in 1999.
These increases are primarily due to increased consulting expenses at the
Company's corporate offices and the allocation of certain general and
administrative expenses to discontinued operations in the third quarter of
1999.
Interest expense increased $4,228 for the nine months ended September 30,
2000 but decreased $18,436 for the three-months ended September 30, 2000.
These changes are due to fluctuations in borrowings under the Company's line
of credit agreement.
Gains on the sale of property, equipment and marketable securities were
$718,760 for the nine months ended September 30, 2000, as compared to
$317,392 for the corresponding period in 1999. Gains are the result of
the sales of timber and the exchange of marketable securities. Gains on
the sale of property, equipment and marketable securities were $550,228
in the third quarter of 2000 as compared to $2,258 in the third quarter
of 1999.
The Company has a 50% interest in a joint venture, Vulcan Brunswick Bowling
Pin Company (VBBPC) which manufactures bowling pins in Antigo, Wisconsin, for
Brunswick and the Company. The Company received cash distributions of
$300,000 from VBBPC during the first nine months of 2000. The Company's
interest in VBBPC is included in other assets at September 30, 2000.
-11-
<PAGE>
PART I - FINANCIAL INFORMATION
(Continued)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations. (Continued)
<TABLE>
Summarized income statement information for VBBPC consists of the following:
<CAPTION>
Nine Months Ended Three Months ended
September 30, September 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Net sales $6,344,149 6,072,454 2,048,001 1,921,849
Costs and expenses 5,675,261 5,520,413 1,846,138 1,747,136
--------- --------- --------- ---------
Net income $ 668,888 552,041 201,863 174,713
========= ========= ========= =========
Company's 50% equity
in net income $ 334,444 276,021 100,932 87,357
========= ========= ========= =========
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash requirements during the third quarter of 2000 were funded
in part through earnings and noncash charges such as depreciation and
amortization, a $150,000 distribution from the joint venture and from the
sale of timber and equipment. The cash from these transactions was primarily
used in operations. The Company expects to continue, when necessary, to use
short-term borrowings to meet cash requirements not fully provided by
earnings, depreciation and amortization. During the nine months ended
September 30, 2000, 23,581 shares of treasury stock were acquired for
$766,344 and 15,000 shares were sold to a director of the Company for
$466,875. There were no commitments for capital expenditures as of
September 30, 2000.
Item 3. Quantitative and Qualitative Disclosures about Market Risks
There have been no significant changes in the Company's market risk, primarily
associated with marketable securities, since December 31, 1999.
-12-
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Registrant has been advised that it is a potentially responsible party,
together with 18 other parties, with regard to the Resolve, Inc. Superfund
Site, located in North Dartmouth, Massachusetts, with potential joint and
several liability of $5.7 million. The Resolve site was a waste chemical
reclamation facility. The environmental problem at the site involves soil
contamination including, particularly, PCB contaminants. The Registrant is
contesting all liability. The Registrant's liability, if any, cannot be
estimated at this time. It is the understanding of Registrant that clean-up
at the site will involve treatment of contaminated soil and ground water.
There may be other potential clean-up liability at other sites of which the
Registrant has no specific knowledge.
The Registrant and its subsidiaries are party to other matters and claims
which are normal in the course of operations. While the results of
litigation and claims cannot be predicted with certainty, based on advice of
counsel, the Registrant believes that the final outcome of such matters will
not have a materially adverse effect on its consolidated financial condition.
Item 6. Exhibits and Reports on Form 8-K.
a. Exhibits
<TABLE>
<CAPTION>
Exhibit SB 601 Page
No. Ref. No. Description No.
<C> <C> <S> <C>
27 602 (b) (27) Financial Data Schedule
for the Nine Months Ended
September 30, 2000 15
</TABLE>
b. The Company was not required to file Form 8-K for the quarter
ended September 30, 2000.
-13-
<PAGE>
PART II - OTHER INFORMATION
(Continued)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VULCAN INTERNATIONAL CORPORATION
November 14, 2000 By: /s/Benjamin Gettler
-------------------- --------------------------------
Date Chairman of the Board, President
and Chief Executive Officer
November 14, 2000 By: /s/Vernon E. Bachman
-------------------- -----------------------------------
Date Vice President, Secretary-Treasurer
and Principal Accounting Officer
-14-
