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The following factors increase the cost and reduce the availability of steel, aluminum and zinc for us: •increased demand, which occurs when other industries purchase greater quantities of these commodities at times when we require more steel, aluminum and zinc for manufacturing, which can result in higher prices and lengthen the time it takes to receive material from suppliers; •increased freight costs, because our manufacturing sites are usually not located near the major steel, aluminum and zinc manufacturers; •lower production levels of these commodities, due to reduced production capacities or shortages of materials needed to produce these commodities (such as coke and scrap steel for the production of steel) which could result in reduced supplies of these commodities, higher costs for us and increased lead times to acquire material; •lower inventory levels at suppliers when major steel users, such as the automobile manufacturers, increase their orders, which can reduce available inventory for us to meet our requirements; •increased cost of major inputs, such as scrap steel, coke, iron ore and energy; •fluctuations in foreign exchange rates can impact the relative cost of these commodities, which may affect the cost effectiveness of imported materials and limit our options in acquiring these commodities; and •international trade disputes, import duties and quotas, since we import some steel for our domestic and foreign manufacturing facilities. |
Our level of indebtedness could have important consequences, including: •our ability to satisfy our obligations under our debt agreements could be affected and any failure to comply with the requirements, including significant financial and other restrictive covenants, of any of our debt agreements could result in an event of default under the agreements governing our indebtedness; •a substantial portion of our cash flow from operations will be required to make interest and principal payments and will not be available for operations, working capital, capital expenditures, expansion, or general corporate and other purposes, including possible future acquisitions that we believe would be beneficial to our business; •our ability to obtain additional financing in the future may be impaired; •we may be more highly leveraged than our competitors, which may place us at a competitive disadvantage; •our flexibility in planning for, or reacting to, changes in our business and industry may be limited; and •our degree of leverage may make us more vulnerable in the event of a downturn in our business, our industry or the economy in general. |
Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 27, 2008 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) Consolidated financial information for the Company ("Parent"), the Guarantor subsidiaries and the Non-Guarantor subsidiaries is as follows: Consolidated Statements of Operations For the Year ended December 27, 2008 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 27, 2008 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) Consolidated Statements of Operations For the Year ended December 29, 2007 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 27, 2008 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) Consolidated Statements of Operations For the Year ended December 30, 2006 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 27, 2008 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED BALANCE SHEETS December 27, 2008 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 27, 2008 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED BALANCE SHEETS December 29, 2007 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 27, 2008 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED BALANCE SHEETS December 30, 2006 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 27, 2008 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 27, 2008 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 27, 2008 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 29, 2007 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 27, 2008 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 30, 2006 ****** QUARTERLY FINANCIAL DATA (Unaudited) (Dollars in thousands, except per share amounts) Earnings per share are computed independently for each of the quarters. |
The following factors increase the cost and reduce the availability of steel, aluminum and zinc for us: •increased demand, which occurs when other industries purchase greater quantities of these commodities at times when we require more steel, aluminum and zinc for manufacturing, which can result in higher prices and lengthen the time it takes to receive material from suppliers; •increased freight costs, because our manufacturing sites are usually not located near the major steel, aluminum and zinc manufacturers; •lower production levels of these commodities, due to reduced production capacities or shortages of materials needed to produce these commodities (such as coke and scrap steel for the production of steel) which could result in reduced supplies of these commodities, higher costs for us and increased lead times to acquire material; •lower inventory levels at suppliers when major steel users, such as the automobile manufacturers, increase their orders, which can reduce available inventory for us to meet our requirements; •increased cost of major inputs, such as scrap steel, coke, iron ore and energy; •fluctuations in foreign exchange rates can impact the relative cost of these commodities, which may affect the cost effectiveness of imported materials and limit our options in acquiring these commodities; and •international trade disputes, import duties and quotas, since we import some steel for our domestic and foreign manufacturing facilities. |
Our level of indebtedness could have important consequences, including: •our ability to satisfy our obligations under our debt agreements could be affected and any failure to comply with the requirements, including significant financial and other restrictive covenants, of any of our debt agreements could result in an event of default under the agreements governing our indebtedness; •a substantial portion of our cash flow from operations will be required to make interest and principal payments and will not be available for operations, working capital, capital expenditures, expansion, or general corporate and other purposes, including possible future acquisitions that we believe would be beneficial to our business; •our ability to obtain additional financing in the future may be impaired; •we may be more highly leveraged than our competitors, which may place us at a competitive disadvantage; •our flexibility in planning for, or reacting to, changes in our business and industry may be limited; and •our degree of leverage may make us more vulnerable in the event of a downturn in our business, our industry or the economy in general. |
Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2007 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) Consolidated financial information for the Company ("Parent"), the Guarantor subsidiaries and the Non-Guarantor subsidiaries is as follows: Consolidated Statements of Operations For the Year ended December 29, 2007 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2007 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) Consolidated Statements of Operations For the Year ended December 30, 2006 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2007 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) Consolidated Statements of Operations For the Year ended December 31, 2005 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2007 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED BALANCE SHEETS December 29, 2007 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2007 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED BALANCE SHEETS December 30, 2006 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2007 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 29, 2007 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2007 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 30, 2006 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2007 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2005 ****** QUARTERLY FINANCIAL DATA (Unaudited) (Dollars in thousands, except per share amounts) Earnings per share are computed independently for each of the quarters. |
Issuer Purchases of Equity Securities REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Valmont Industries, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS Three-year period ended December 29, 2007 (Dollars in thousands, except per share amounts) Valmont Industries, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS December 29, 2007 and December 30, 2006 (Dollars in thousands, except per share amounts) Valmont Industries, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS Three-year period ended December 29, 2007 (Dollars in thousands) Valmont Industries, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY Three-year period ended December 29, 2007 (Dollars in thousands, except share and per share amounts) Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Three-year period ended December 29, 2007 (Dollars in thousands, except per share amounts) Consolidated Statements of Operations For the Year ended December 29, 2007 Consolidated Statements of Operations For the Year ended December 30, 2006 Consolidated Statements of Operations For the Year ended December 31, 2005 CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 29, 2007 CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 30, 2006 CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2005 QUARTERLY FINANCIAL DATA (Unaudited) (Dollars in thousands, except per share amounts) ITEM 9. |
The following factors increase the cost and reduce the availability of steel, aluminum and zinc for us: · increased demand, which occurs when other industries purchase greater quantities of these commodities at times when we require more steel, aluminum and zinc for manufacturing, which can result in higher prices and lengthen the time it takes to receive material from suppliers; · increased freight costs, because our manufacturing sites are usually not located near the major steel, aluminum and zinc manufacturers; · lower production levels of these commodities, due to reduced production capacities or shortages of materials needed to produce these commodities (such as coke and scrap steel for the production of steel) which could result in reduced supplies of these commodities, higher costs for us and increased lead times to acquire material; · lower inventory levels at suppliers when major steel users, such as the automobile manufacturers, increase their orders, which can reduce available inventory for us to meet our requirements; · increased cost of major inputs, such as scrap steel, coke, iron ore and energy; · fluctuations in foreign exchange rates can impact the relative cost of these commodities, which may affect the cost effectiveness of imported materials and limit our options in acquiring these commodities; and · international trade disputes, import duties and quotas, since we import some steel for our domestic and foreign manufacturing facilities. |
Our level of indebtedness could have important consequences, including: · our ability to satisfy our obligations under our debt agreements could be affected and any failure to comply with the requirements, including significant financial and other restrictive covenants, of any of our debt agreements could result in an event of default under the agreements governing our indebtedness; · a substantial portion of our cash flow from operations will be required to make interest and principal payments and will not be available for operations, working capital, capital expenditures, expansion, or general corporate and other purposes, including possible future acquisitions that we believe would be beneficial to our business; · our ability to obtain additional financing in the future may be impaired; · we may be more highly leveraged than our competitors, which may place us at a competitive disadvantage; · our flexibility in planning for, or reacting to, changes in our business and industry may be limited; and · our degree of leverage may make us more vulnerable in the event of a downturn in our business, our industry or the economy in general. |
The following consolidated financial statements of the Company and its subsidiaries are included herein as listed below: Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Consolidated Statements of Operations-Three-Year Period Ended December 30, 2006 Consolidated Balance Sheets-December 30, 2006 and December 31, 2005 Consolidated Statements of Cash Flows-Three-Year Period Ended December 30, 2006 Consolidated Statements of Shareholders’ Equity-Three-Year Period Ended December 30, Notes to Consolidated Financial Statements-Three-Year Period Ended December 30, 2006 49-75 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Valmont Industries, Inc. Omaha, Nebraska We have audited the accompanying consolidated balance sheets of Valmont Industries, Inc. and subsidiaries (the “Company”) as of December 30, 2006 and December 31, 2005, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three fiscal years in the period ended December 30, 2006. |
The following factors increase the cost and reduce the availability of steel, aluminum and zinc for us: · increased demand, which occurs when other industries purchase greater quantities of these commodities at times when we require more steel, aluminum and zinc for manufacturing, which can result in higher prices and lengthen the time it takes to receive material from suppliers; · increased freight costs, because our manufacturing sites are usually not located near the major steel, aluminum and zinc manufacturers; · lower production levels of these commodities, due to reduced production capacities or shortages of materials needed to produce these commodities (such as coke and scrap steel for the production of steel) which could result in reduced supplies of these commodities, higher costs for us and increased lead times to acquire material; · lower inventory levels at suppliers when major steel users, such as the automobile manufacturers, increase their orders, which can reduce available inventory for us to meet our requirements; · increased cost of major inputs, such as scrap steel, coke, iron ore and energy; · fluctuations in foreign exchange rates can impact the relative cost of these commodities, which may affect the cost effectiveness of imported materials and limit our options in acquiring these commodities; and · international trade disputes, import duties and quotas, since we import some steel for our domestic and foreign manufacturing facilities. |
Our level of indebtedness could have important consequences, including: · our ability to satisfy our obligations under our debt agreements could be affected and any failure to comply with the requirements, including significant financial and other restrictive covenants, of any of our debt agreements could result in an event of default under the agreements governing our indebtedness; · a substantial portion of our cash flow from operations will be required to make interest and principal payments and will not be available for operations, working capital, capital expenditures, expansion, or general corporate and other purposes, including possible future acquisitions that we believe would be beneficial to our business; · our ability to obtain additional financing in the future may be impaired; · we may be more highly leveraged than our competitors, which may place us at a competitive disadvantage; · our flexibility in planning for, or reacting to, changes in our business and industry may be limited; and · our degree of leverage may make us more vulnerable in the event of a downturn in our business, our industry or the economy in general. |
The following consolidated financial statements of the Company and its subsidiaries are included herein as listed below: Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Consolidated Statements of Operations-Three-Year Period Ended December 31, 2005 Consolidated Balance Sheets-December 31, 2005 and December 25, 2004 Consolidated Statements of Cash Flows-Three-Year Period Ended December 31, 2005 Consolidated Statements of Shareholders’ Equity-Three-Year Period Ended December 31, 2005 Notes to Consolidated Financial Statements-Three-Year Period Ended December 31, 2005 47-72 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Valmont Industries, Inc. Omaha, Nebraska We have audited the accompanying consolidated balance sheets of Valmont Industries, Inc. and subsidiaries (the “Company”) as of December 31, 2005 and December 25, 2004, and the related consolidated statement of operations, shareholders’ equity, and cash flows for each of the three fiscal years in the period ended December 31, 2005. |
Our business expansions during the past five years include: • Acquisitions of four coatings facilities in Minneapolis, Minnesota; Chicago, Illinois; Los Angeles, California; and Sioux City, Iowa • Acquisition of an aluminum pole manufacturing plant in Farmington, Minnesota • Acquisition of a Tubing business in Waverly, Nebraska • Formation of a 49% owned Engineered Support Structures manufacturing facility in Monterrey, Mexico • Acquisitions of minority interests in irrigation dealers and distributors in Kansas and Argentina • Investment in an Engineered Support Structures manufacturing facility in Jasper, Tennessee • Investment in aluminum extrusion equipment for making aluminum poles in Elkhart, Indiana • Acquisition of PiRod Holdings, Inc. and subsidiary (PiRod), a manufacturer of towers, components and poles located in Plymouth, Indiana • Acquisition of Newmark International, Inc., a manufacturer of concrete and steel pole structures, headquartered in Birmingham, Alabama • Acquisition of a fiberglass pole manufacturer in Commerce City, Colorado • Acquisition of an overhead sign structure manufacturer in Selbyville, Delaware • Purchase of equipment for the manufacture of poles in El Dorado, Kansas Divestitures during the past five years include the 2000 divestitures of a rolled cylinder business in Tulsa, Oklahoma and a composite pole plant in Gunnison, Utah. |
The following factors increase the cost and reduce the availability of steel for us: • increased demand for steel which occurs when other industries purchase greater quantities of steel at times when we require more steel for manufacturing, which can result in higher prices and lengthen the time it takes to receive material from suppliers; • increased freight costs, because our manufacturing sites are usually not located near the major steel manufacturers; • lower steel production levels due to reduced production capacity for steel or shortages of materials needed to produce steel (such as coke and scrap steel) which could result in reduced supplies of steel, resulting in higher costs for us and increased lead times to acquire material; • lower inventory levels at steel mills and steel service centers when major steel users, such as the automobile manufacturers, increase their steel orders, which can reduce available inventory for us to meet our requirements; • fluctuations in foreign exchange rates can impact the relative cost of steel, which may affect the cost effectiveness of imported steel and limit our options in acquiring steel; and • international trade disputes, import duties and quotas, since we import some steel for our domestic and foreign manufacturing facilities. |
Our level of indebtedness could have important consequences, including: • our ability to satisfy our obligations under our debt agreements could be affected and any failure to comply with the requirements, including significant financial and other restrictive covenants, of any of our debt agreements could result in an event of default under the agreements governing our indebtedness; • a substantial portion of our cash flow from operations will be required to make interest and principal payments and will not be available for operations, working capital, capital expenditures, expansion, or general corporate and other purposes, including possible future acquisitions that we believe would be beneficial to our business; • our ability to obtain additional financing in the future may be impaired; • we may be more highly leveraged than our competitors, which may place us at a competitive disadvantage; • our flexibility in planning for, or reacting to, changes in our business and industry may be limited; and • our degree of leverage may make us more vulnerable in the event of a downturn in our business, our industry or the economy in general. |
Our business expansions during the past five years include: • Acquisition of two retail irrigation outlets in California and Colorado • Investment in an irrigation manufacturing facility in McCook, Nebraska • Formation of a 60% owned irrigation manufacturing and distribution joint venture in the Republic of South Africa • Acquisitions of four coatings facilities in Minneapolis, Minnesota, Chicago, Illinois, Los Angeles, California, and Sioux City, Iowa • Acquisition of an aluminum pole manufacturing plant in Farmington, Minnesota • Acquisition of a Tubing business in Waverly, Nebraska • Formation of a 49% owned Engineered Support Structures manufacturing facility in Monterrey, Mexico • Acquisitions of minority interests in irrigation dealers and distributors in Kansas and Argentina • Investment in a Engineered Support Structures manufacturing facility in Jasper, Tennessee • Investment in aluminum extrusion equipment for making aluminum poles in Elkhart, Indiana • Acquisition of PiRod Holdings, Inc. and subsidiary (PiRod), a manufacturer of towers, components and poles located in Plymouth, Indiana Divestitures during the past five years include the 1999 sale of stock of an investment in an irrigation technology development business, and the 2000 divestitures of a rolled cylinder business in Tulsa, Oklahoma and a composite pole plant in Gunnison, Utah. |
The following factors increase the cost and availability of steel for us: •increased demand for steel which occurs when other industries purchase greater quantities of steel at times when we require more steel for manufacturing, which can result in higher prices and lengthen the time it takes to receive material from suppliers •increased freight costs, because our manufacturing sites are usually not located near the major steel manufacturers •lower steel production levels due to reduced production capacity for steel or shortages of materials needed to produce steel (such as coke and scrap steel) could result in reduced supplies of steel, resulting in higher costs for us and increased lead times to acquire material •lower inventory levels at steel mills and steel service centers when major steel users, such as the automobile manufacturers, increase their steel orders, thereby reducing available inventory to meet our requirements •fluctuation in foreign exchange rates can impact the relative cost of steel, and may affect the cost effectiveness of imported steel and limit our options in acquiring steel •international trade disputes, import duties and quotas since we import some steel for our domestic and foreign manufacturing facilities Increases in the sales prices of our products may not fully recover additional steel costs and generally lag increases in steel prices. |
Valmont's business expansions during the past five years include: • Acquisition of Coatings segment facilities in Tualatin, Oregon, Lindon, Utah, Long Beach, California and Tulsa, Oklahoma • Expansion of the Poles segment facility in Siedlce, Poland • Acquisition of Cascade Earth Sciences, Ltd., a firm providing consulting services for environmental and wastewater management projects headquartered in Albany, Oregon • Acquisition of two retail irrigation outlets in California and Colorado • Investment in an irrigation manufacturing facility in McCook, Nebraska • Formation of a 60% owned irrigation manufacturing and distribution joint venture in the Republic of South Africa • Acquisitions of four coatings facilities in Minneapolis, Minnesota, Chicago, Illinois, Los Angeles, California, and Sioux City, Iowa • Acquisition of an aluminum pole manufacturing plant in Farmington, Minnesota • Acquisition of a Tubing business in Waverly, Nebraska • Formation of a 49% owned Poles segment manufacturing facility in Monterrey, Mexico • Acquisitions of minority interests in irrigation dealers and distributors in Kansas and Argentina • Investment in poles manufacturing facility in Jasper, Tennessee • Investment in aluminum extrusion equipment for making aluminum poles in Elkhart, Indiana • Acquisition of PiRod Holdings, Inc. and subsidiary (PiRod), a manufacturer of towers, components and poles located in Plymouth, Indiana. |
The following factors increase the cost and availability of steel for us: •increased demand for steel which occurs when other industries purchase greater quantities of steel at times when we require more steel for manufacturing, which can result in higher prices and lengthen the time it takes to receive material from suppliers; •increased freight costs, because our manufacturing sites are usually not located near the major steel manufacturers; •financial difficulties for our major steel suppliers could lead to reduced overall steel supply and result in higher costs for us and increased lead times to acquire material; •lower inventory levels at steel mills and steel service centers when major steel users, such as the automobile manufacturers, increase their steel orders, thereby reducing available inventory to meet our requirements; •international trade disputes, import duties and quotas because we import some steel for our domestic and foreign manufacturing facilities; and •greater potential for labor disputes because we purchase steel from several steel manufacturers and suppliers in the United States and in other countries. |
Valmont's business expansions during the past five years include (i) the acquisition of Microflect Company, Inc. in 1995, a manufacturer and installer of microwave communication structures, (ii) the 1996 acquisitions of TelecCentre, S.A., a French manufacturer of communication towers, and of Valmont Mastbau, KG, a German manufacturer and distributor of pole structures for the lighting market, (iii) completion of the construction in 1997 of a new galvanizing plant in West Point, Nebraska, (iv) the acquisition in 1997 of a 70% interest in Valmont Services Irrigacao, Ltd., a Brazilian manufacturer of mechanized irrigation equipment, (v) the acquisition of two galvanizing facilities in Tualatin, Oregon and in Lindon, Utah in January of 1998, (vi) the expansion of facilities in Siedlce, Poland during 1997 and (vii) the acquisition of two additional galvanizing facilities in California and Oklahoma and the purchase of Cascade Earth Sciences, Ltd., a firm providing consulting services for environmental and wastewater management projects during 1998. |
Valmont's business expansions include (i) an expansion into the French steel and aluminum structures market in 1989 with the acquisition of Sermeto, (ii) the acquisition in 1991 of Valmont Nederland B.V. (formerly Nolte Mastenfabriek B.V.), a Dutch manufacturer of steel poles structures, (iii) the acquisition in 1991 of an 80% interest and the 1997 acquisition of the remaining 20% in Lampadaires Feralux, Inc., a Canadian producer of aluminum pole structures, (iv) the acquisition in 1994 of the assets of Energy Steel Corporation of Tulsa, Oklahoma, a manufacturer of utility products, (v) the acquisition of Microflect Company, Inc. in 1995, a manufacturer and installer of microwave communication structures, (vi) the 1996 acquisitions of TelecCentre, S.A., a French manufacturer of communication towers, and of Gibo-Conimast Verwaltung, GmbH a German manufacturer and distributor of pole structures for the lighting market, (vii) completion of the construction in 1997 of a new galvanizing plant in West Point, Nebraska, (viii) the acquisition in 1997 of a 70% interest in Valmont Services Irrigacao, Ltd., a Brazilian manufacturer of mechanized irrigation equipment, (ix) the acquisition of two galvanizing facilities in Tualatin, Oregon and in Lindon, Utah in January of 1998 and (x) the expansion of facilities in Siedlce, Poland during 1997. |
KPMG PEAT MARWICK LLP Omaha, Nebraska February 16, 1996 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES Index to Consolidated Financial Statements and Consolidated Financial Statement Schedules Consolidated Financial Statements The following consolidated financial statements of Valmont Industries, Inc. and subsidiaries have been incorporated by reference to pages 20 to 30 of the Company's Annual Report to Shareholders for the year ended December 30, 1995: Independent Auditors' Report Consolidated Balance Sheets - December 30, 1995 and December 31, 1994 Consolidated Statements of Operations - Three-Year Period Ended December 30, 1995 Consolidated Statements of Shareholders' Equity - Three-Year Period Ended December 30, 1995 Consolidated Statements of Cash Flows - Three-Year Period Ended December 30, 1995 Notes to Consolidated Financial Statements - Three- Year Period Ended December 30, 1995 Page ---- Consolidated Financial Statement Schedules Supporting Consolidated Financial Statements SCHEDULE II - Valuation and Qualifying Accounts SCHEDULE XI - Statement Re: Computation of Per Share Earnings All other schedules have been omitted as the required information is inapplicable or the information is included in the consolidated financial statements or related notes. |
KPMG PEAT MARWICK LLP Omaha, Nebraska February 16, 1995 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES Index to Consolidated Financial Statements and Financial Statement Schedules Consolidated Financial Statements The following consolidated financial statements of Valmont Industries, Inc. and subsidiaries have been incorporated by reference to pages 20 to 30 of the Company's Annual Report to Shareholders for the year ended December 31, 1994: Independent Auditors' Report Consolidated Balance Sheets - December 31, 1994 and December 25, 1993 Consolidated Statements of Operations - Three-Year Period Ended December 31, 1994 Consolidated Statements of Shareholders' Equity - Three-Year Period Ended December 31, 1994 Consolidated Statements of Cash Flows - Three-Year Period Ended December 31, 1994 Notes to Consolidated Financial Statements - Three-Year Period Ended December 31, 1994 Page Financial Statement Schedules Supporting Consolidated Financial Statements SCHEDULE II - Valuation and Qualifying Accounts SCHEDULE XI - Statement Re: Computation of Per Share Earnings All other schedules have been omitted as the required information is inapplicable or the information is included in the consolidated financial statements or related notes. |
Our high degree of debt leverage could have significant consequences, including the following: • requiring a substantial portion of our cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities; • exposing us to the risk of increased interest rates because certain of our borrowings, including the borrowings under our credit facilities, are at variable rates of interest; • making it more difficult for us to make payments and otherwise satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default; • restricting our ability and flexibility to make strategic acquisitions and to take advantage of other strategic opportunities to grow our business funded by significant additional indebtedness or causing us to make non-strategic divestitures; • limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and other general corporate purposes; • limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who may be less leveraged or may have greater financial resources than us; • increasing our vulnerability to general adverse economic and industry conditions; and • limiting, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds on commercially reasonable terms, if at all. |
In particular, we believe that our business could be adversely impacted by: • increased competition from hardware and software-based mobile app and web-based programs and approaches; • increased consumer interest in fad diets and weight loss trends; • the development of more effective or more favorably perceived weight management methods or technologies, including by the pharmaceutical, genetics and biotechnology industries; • a failure to develop and market new, innovative services and products, to enhance our existing services and products, or to successfully expand into new channels of distribution or respond to consumer trends, including consumer focus on integrated lifestyle and fitness approaches; • a failure to successfully implement new strategic initiatives; • a decrease in the effectiveness of our marketing, advertising, and social media programs or an increase in the effectiveness of our competitors’ similar programs; • an impairment of our brands and other intellectual property; • a failure of our technology or systems to perform as designed; • any event or condition, including health epidemics and natural disasters, that may discourage or impede people from gathering with others or accessing resources; and • a downturn in general economic conditions or consumer confidence. |
Exhibits The exhibits listed in the Exhibit Index are filed as part of this Annual Report on Form 10-K. WW INTERNATIONAL, INC. AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE COVERED BY REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Items 15(a) (1) & (2) Pages Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets at December 28, 2019 and December 29, 2018 Consolidated Statements of Net Income for the fiscal years ended December 28, 2019, December 29, 2018, and December 30, 2017 Consolidated Statements of Comprehensive Income for the fiscal years ended December 28, 2019, December 29, 2018 and December 30, 2017 Consolidated Statements of Changes in Total Deficit for the fiscal years ended December 28, 2019, December 29, 2018 and December 30, 2017 Consolidated Statements of Cash Flows for the fiscal years ended December 28, 2019, December 29, 2018, and December 30, 2017 Notes to Consolidated Financial Statements Schedule II-Valuation and Qualifying Accounts and Reserves for the fiscal years ended December 28, 2019, December 29, 2018 and December 30, 2017 S-1 All other schedules are omitted for the reason that they are either not required, not applicable, not material or the information is included in the consolidated financial statements or notes thereto. |
Date: February 25, 2020 By: /S/ MINDY GROSSMAN Mindy Grossman President, Chief Executive Officer and Director (Principal Executive Officer) Date: February 25, 2020 By: /S/ NICHOLAS P. HOTCHKIN Nicholas P. Hotchkin Chief Financial Officer (Principal Financial Officer) Date: February 25, 2020 By: /S/ AMY KOSSOVER Amy Kossover Chief Accounting Officer, Senior Vice President and Corporate Controller (Principal Accounting Officer) Date: February 25, 2020 By: /S/ RAYMOND DEBBANE Raymond Debbane Director Date: February 25, 2020 By: /S/ STEVEN M. ALTSCHULER Steven M. Altschuler Director Date: February 25, 2020 By: /S/ JULIE BORNSTEIN Julie Bornstein Director Date: February 25, 2020 By: /S/ TRACEY D. BROWN Tracey D. Brown Director Date: February 25, 2020 By: /S/ JONAS M. FAJGENBAUM Jonas M. Fajgenbaum Director Date: February 25, 2020 By: /S/ DENIS F. KELLY Denis F. Kelly Director Date: February 25, 2020 By: /S/ JULIE RICE Julie Rice Director Date: February 25, 2020 By: /S/ THILO SEMMELBAUER Thilo Semmelbauer Director Date: February 25, 2020 By: /S/ CHRISTOPHER J. SOBECKI Christopher J. Sobecki Director Date: February 25, 2020 By: /S/ OPRAH WINFREY Oprah Winfrey Director |
These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things: • competition from other weight management and wellness industry participants or the development of more effective or more favorably perceived weight management methods; • our ability to continue to develop new, innovative services and products and enhance our existing services and products or the failure of our services, products or brands to continue to appeal to the market, or our ability to successfully expand into new channels of distribution or respond to consumer trends; • the ability to successfully implement new strategic initiatives; • the effectiveness of our advertising and marketing programs, including the strength of our social media presence; • the impact on our reputation of actions taken by our franchisees, licensees, suppliers and other partners; • the impact of our substantial amount of debt, and our debt service obligations and debt covenants; • the inability to generate sufficient cash to service our debt and satisfy our other liquidity requirements; • uncertainties regarding the satisfactory operation of our technology or systems; • the impact of security breaches or privacy concerns; • the recognition of asset impairment charges; • the loss of key personnel, strategic partners or consultants or failure to effectively manage and motivate our workforce; • the inability to renew certain of our licenses, or the inability to do so on terms that are favorable to us; • the expiration or early termination by us of leases; • risks and uncertainties associated with our international operations, including regulatory, economic, political and social risks and foreign currency risks; • uncertainties related to a downturn in general economic conditions or consumer confidence; • our ability to successfully make acquisitions or enter into joint ventures, including our ability to successfully integrate, operate or realize the anticipated benefits of such businesses; • the seasonal nature of our business; • the impact of events that discourage or impede people from gathering with others or accessing resources; • our ability to enforce our intellectual property rights both domestically and internationally, as well as the impact of our involvement in any claims related to intellectual property rights; • the outcomes of litigation or regulatory actions; • the impact of existing and future laws and regulations; • our failure to maintain effective internal control over financial reporting; • the possibility that the interests of Artal, the largest holder of our common stock and a shareholder with significant influence over us, will conflict with our interests or the interests of other holders of our common stock; • the impact that the sale of substantial amounts of our common stock by existing large shareholders, or the perception that such sales could occur, could have on the market price of our common stock; and • other risks and uncertainties, including those detailed from time to time in our periodic reports filed with the SEC. |
Our high degree of debt leverage could have significant consequences, including the following: • requiring a substantial portion of our cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities; • exposing us to the risk of increased interest rates because certain of our borrowings, including the borrowings under our credit facilities, are at variable rates of interest; • making it more difficult for us to make payments and otherwise satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default; • restricting our ability and flexibility to make strategic acquisitions and to take advantage of other strategic opportunities to grow our business funded by significant additional indebtedness or causing us to make non-strategic divestitures; • limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and other general corporate purposes; • limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who may be less leveraged or may have greater financial resources than us; • increasing our vulnerability to general adverse economic and industry conditions; and • limiting, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds on commercially reasonable terms, if at all. |
WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE COVERED BY REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Items 15(a) (1) & (2) Pages Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets at December 29, 2018 and December 30, 2017 Consolidated Statements of Net Income for the fiscal years ended December 29, 2018, December 30, 2017, and December 31, 2016 Consolidated Statements of Comprehensive Income for the fiscal years ended December 29, 2018, December 30, 2017 and December 31, 2016 Consolidated Statements of Changes in Total Deficit for the fiscal years ended December 29, 2018, December 30, 2017 and December 31, 2016 Consolidated Statements of Cash Flows for the fiscal years ended December 29, 2018, December 30, 2017, and December 31, 2016 Notes to Consolidated Financial Statements Schedule II-Valuation and Qualifying Accounts and Reserves for the fiscal years ended December 29, 2018, December 30, 2017 and December 31, 2016 S-1 All other schedules are omitted for the reason that they are either not required, not applicable, not material or the information is included in the consolidated financial statements or notes thereto. |
Date: February 26, 2019 By: /S/ MINDY GROSSMAN Mindy Grossman President, Chief Executive Officer and Director (Principal Executive Officer) Date: February 26, 2019 By: /S/ NICHOLAS P. HOTCHKIN Nicholas P. Hotchkin Chief Financial Officer (Principal Financial and Accounting Officer) Date: February 26, 2019 By: /S/ RAYMOND DEBBANE Raymond Debbane Director Date: February 26, 2019 By: /S/ STEVEN M. ALTSCHULER Steven M. Altschuler Director Date: February 26, 2019 By: /S/ PHILIPPE J. AMOUYAL Philippe J. Amouyal Director Date: February 26, 2019 By: /S/ CYNTHIA ELKINS Cynthia Elkins Director Date: February 26, 2019 By: /S/ JONAS M. FAJGENBAUM Jonas M. Fajgenbaum Director Date: February 26, 2019 By: /S/ DENIS F. KELLY Denis F. Kelly Director Date: February 26, 2019 By: /S/ JULIE RICE Julie Rice Director Date: February 26, 2019 By: /S/ THILO SEMMELBAUER Thilo Semmelbauer Director Date: February 26, 2019 By: /S/ CHRISTOPHER J. SOBECKI Christopher J. Sobecki Director Date: February 26, 2019 By: /S/ OPRAH WINFREY Oprah Winfrey Director |
Our high degree of debt leverage could have significant consequences, including the following: • requiring a substantial portion of our cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities; • exposing us to the risk of increased interest rates because certain of our borrowings, including the borrowings under our credit facilities, are at variable rates of interest; • making it more difficult for us to make payments and otherwise satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default; • restricting our ability and flexibility to make strategic acquisitions and to take advantage of other strategic opportunities to grow our business funded by significant additional indebtedness or causing us to make non-strategic divestitures; • limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and other general corporate purposes; • limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who may be less leveraged or may have greater financial resources than us; • increasing our vulnerability to general adverse economic and industry conditions; and • limiting, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds on commercially reasonable terms, if at all. |
Under the New York Stock Exchange, or the NYSE, rules, a listed company of which more than 50% of the voting power for the election of directors is held by another person or group of persons acting together is a “controlled company” and such a company may elect not to comply with certain NYSE corporate governance requirements, including (1) the requirement that a majority of the Board of Directors consist of independent directors, (2) the requirement that the Board of Directors should have a nominating and corporate governance committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, (3) the requirement that the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, (4) that the compensation committee be required to consider certain independence factors when engaging compensation consultants, legal counsel and other committee advisors and (5) the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees. |
In addition, “product sales and other” consists of sales of products to members in meetings and online, revenues from licensing, magazine subscriptions, publishing and third-party advertising in publications and on our website and sales from the By Mail product, other revenues, and, in the case of the consolidated financial results and Other reportable segment, franchise fees with respect to commitment plans and commissions; • Paid Weeks-The “Paid Weeks” metric reports paid weeks by Weight Watchers customers in Company-owned operations for a given period as follows: (i) “Meeting Paid Weeks” is the sum of total paid commitment plan weeks (including Total Access) and total “pay-as-you-go” weeks; (ii) “Online Paid Weeks” is the total paid subscription weeks for our digital subscription products (including Personal Coaching); and (iii) “Total Paid Weeks” is the sum of Meeting Paid Weeks and Online Paid Weeks; • Incoming Subscribers-“Subscribers” refer to meetings members and Online subscribers who participate in recurring billing programs. |
WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE COVERED BY REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Items 15(a) (1) & (2) Pages Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets at December 30, 2017 and December 31, 2016 Consolidated Statements of Net Income for the fiscal years ended December 30, 2017, December 31, 2016 and January 2, 2016 Consolidated Statements of Comprehensive Income for the fiscal years ended December 30, 2017, December 31, 2016 and January 2, 2016 Consolidated Statements of Changes in Total Deficit for the fiscal years ended December 30, 2017, December 31, 2016 and January 2, 2016 Consolidated Statements of Cash Flows for the fiscal years ended December 30, 2017, December 31, 2016 and January 2, 2016 Notes to Consolidated Financial Statements Schedule II-Valuation and Qualifying Accounts and Reserves for the fiscal years ended December 30, 2017, December 31, 2016 and January 2, 2016 S-1 All other schedules are omitted for the reason that they are either not required, not applicable, not material or the information is included in the consolidated financial statements or notes thereto. |
WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS) Borrowings under the New Term Loan Facility bear interest at a rate per annum equal to, at the Company’s option, either (1) an applicable margin plus a base rate determined by reference to the highest of (a) 0.50% per annum plus the higher of (i) the Federal Funds Effective Rate and (ii) the Overnight Bank Funding Rate as determined by the Federal Reserve Bank of New York, (b) the prime rate of JPMorgan Chase and (c) the LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00%; provided that such rate is not lower than a floor of 1.75% or (2) an applicable margin plus a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, provided that LIBOR is not lower than a floor of 0.75%. |
Date: February 28, 2018 By: /S/ MINDY GROSSMAN Mindy Grossman President, Chief Executive Officer and Director (Principal Executive Officer) Date: February 28, 2018 By: /S/ NICHOLAS P. HOTCHKIN Nicholas P. Hotchkin Chief Financial Officer (Principal Financial and Accounting Officer) Date: February 28, 2018 By: /S/ RAYMOND DEBBANE Raymond Debbane Director Date: February 28, 2018 By: /S/ STEVEN M. ALTSCHULER Steven M. Altschuler Director Date: February 28, 2018 By: /S/ PHILIPPE J. AMOUYAL Philippe J. Amouyal Director Date: February 28, 2018 By: /S/ CYNTHIA ELKINS Cynthia Elkins Director Date: February 28, 2018 By: /S/ JONAS M. FAJGENBAUM Jonas M. Fajgenbaum Director Date: February 28, 2018 By: /S/ DENIS F. KELLY Denis F. Kelly Director Date: February 28, 2018 By: /S/ SACHA LAINOVIC Sacha Lainovic Director Date: February 28, 2018 By: /S/ THILO SEMMELBAUER Thilo Semmelbauer Director Date: February 28, 2018 By: /S/ CHRISTOPHER J. SOBECKI Christopher J. Sobecki Director Date: February 28, 2018 By: /S/ OPRAH WINFREY Oprah Winfrey Director |
Under the New York Stock Exchange, or the NYSE, rules, a listed company of which more than 50% of the voting power for the election of directors is held by another person or group of persons acting together is a “controlled company” and such a company may elect not to comply with certain NYSE corporate governance requirements, including (1) the requirement that a majority of the Board of Directors consist of independent directors, (2) the requirement that the nominating and corporate governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, (3) the requirement that the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, (4) that the compensation committee be required to consider certain independence factors when engaging compensation consultants, legal counsel and other committee advisors and (5) the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees. |
Directors, Executive Officers and Corporate Governance; Executive Compensation; Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters; Certain Relationships and Related Transactions, and Director Independence; Principal Accountant Fees and Services Information called for by Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K is incorporated by reference from our definitive Proxy Statement to be filed in connection with our 2015 Annual Meeting of Shareholders pursuant to Regulation 14A, except that (i) the information regarding our directors and executive officers called for by Items 401(a), (b) and (e) of Regulation S-K has been included in Part I of this Annual Report on Form 10-K; (ii) the information regarding certain Company equity compensation plans called for by Item 201(d) of Regulation S-K is set forth below and (iii) the information regarding our Code of Business Conduct and Ethics called for by Item 406 of Regulation S-K is set forth below. |
Select current licensees and endorsees include: LICENSEES AND ENDORSEES PRODUCTS/CATEGORIES United States Applebee’s Select Applebee’s Menu Items Conair Scales Dawn Foods Sweet Baked Goods Foster Farms Frozen Chicken General Mills Green Giant Frozen Vegetables, Progresso Light Soups and Yoplait Light Yogurt Kraft Foods Boca Frozen Meat Alternatives Russell Stover Chocolate Candy Schreiber Foods Cheese Wells Dairy Ice Cream Novelties United Kingdom Finsbury Food Group Cakes Greencore Prepared Ready to Eat Meals Rivermill Bakery Accompaniments Vimto Fruit Drinks Walkers Biscuits and Cookies Warburtons Bread Weetabix Breakfast Cereal Yoplait Yogurt Continental Europe Bischofszell Gastina Chilled Meals Campofrio Group Meats Kuhlmann Salads, Spreads and Dressings Marie LDC Chilled Meals Parmalat Milk Yoplait Yogurt and Chilled Desserts Australia and New Zealand Conair Scales Fonterra Yogurt, Chilled Desserts and Cheese Tasti Breakfast Cereal and Cereal and Nut Bars We ask each of our licensees to include on their packaging certain information about our services and our products, such as our toll free numbers and a URL for WeightWatchers.com. |
Under the New York Stock Exchange, or the NYSE, rules, a listed company of which more than 50% of the voting power for the election of directors is held by another person or group of persons acting together is a “controlled company” and such a company may elect not to comply with certain NYSE corporate governance requirements, including (1) the requirement that a majority of the Board of Directors consist of independent directors, (2) the requirement that the nominating and corporate governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, (3) the requirement that the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, (4) that the compensation committee be required to consider certain independence factors when engaging compensation consultants, legal counsel and other committee advisors and (5) the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees. |
Directors, Executive Officers and Corporate Governance; Executive Compensation; Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters; Certain Relationships and Related Transactions, and Director Independence; Principal Accountant Fees and Services Information called for by Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K is incorporated by reference from our definitive Proxy Statement to be filed in connection with our 2014 Annual Meeting of Shareholders pursuant to Regulation 14A, except that (i) the information regarding our directors and executive officers called for by Items 401(a), (b) and (e) of Regulation S-K has been included in Part I of this Annual Report on Form 10-K; (ii) the information regarding certain Company equity compensation plans called for by Item 201(d) of Regulation S-K is set forth below and (iii) the information regarding our Code of Business Conduct and Ethics called for by Item 406 of Regulation S-K is set forth below. |
Under the New York Stock Exchange, or the NYSE, rules, a listed company of which more than 50% of the voting power for the election of directors is held by another person or group of persons acting together is a “controlled company” and such a company may elect not to comply with certain NYSE corporate governance requirements, including (1) the requirement that a majority of the Board of Directors consist of independent directors, (2) the requirement that the nominating and corporate governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, (3) the requirement that the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, (4) that the compensation committee be required to consider certain independence factors when engaging compensation consultants, legal counsel and other committee advisors and (5) the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees. |
Select current licensees and endorsees include: LICENSEES AND ENDORSEES PRODUCTS/CATEGORIES United States Applebee’s Select Applebee’s Menu Items Bimbo Bakeries Fresh Bread Boca Frozen Meat Alternatives Conair Scales Dawn Foods Sweet Baked Goods General Mills Green Giant Frozen Vegetables and Progresso Light Soups Gilsa Yogurt Greencore Chilled Meals Kraft Foods Certain JELL-O Gelatin Products Morrison’s Hospital Cafeteria Menu Schreiber Foods Cheese Wells Dairy Ice Cream Novelties United Kingdom Finsbury Food Group Cakes Greencore Prepared Ready to Eat Meals Warburtons Bread Yoplait Yogurt Continental Europe Campofrio Group Meats COOP COOP “Healthy for You” Range Kuhlmann Salads and Sauces Marie Frais Chilled Meals, Salads and Quiches Senoble Yogurt Trendmeal Chilled Meals Australia and New Zealand Conair Scales Fonterra Yogurt and Desserts Tasti Breakfast Cereal and Bars We ask each of our licensees to include on their packaging information about our services and our products, such as our toll-free numbers and a URL for WeightWatchers.com. |
These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things: • competition from other weight management industry participants or the development of more effective or more favorably perceived weight management methods; • our ability to continue to develop innovative new services and products and enhance our existing services and products, or the failure of our services and products to continue to appeal to the market; • the effectiveness of our marketing and advertising programs; • the impact on the Weight Watchers brand of actions taken by our franchisees and licensees; • risks and uncertainties associated with our international operations, including economic, political and social risks and foreign currency risks; • our ability to successfully make acquisitions or enter into joint ventures, including our ability to successfully integrate, operate or realize the projected benefits of such businesses; • uncertainties related to a downturn in general economic conditions or consumer confidence; • the seasonal nature of our business; • the impact of events that discourage people from gathering with others; • our ability to enforce our intellectual property rights both domestically and internationally, as well as the impact of our involvement in any claims related to intellectual property rights; • uncertainties regarding the satisfactory operation of our information technology or systems; • risks associated with unauthorized penetration of our information security; • the impact of disputes with our franchise operators; • the impact of existing and future laws and regulations; • the impact of our debt service obligations and restrictive debt covenants; • the possibility that the interests of our majority owner will conflict with other holders of our common stock; and • other risks and uncertainties, including those detailed from time to time in our periodic reports filed with the Securities and Exchange Commission. |
The principal duties of our Audit Committee are as follows: •to oversee that our management has maintained the reliability and integrity of our accounting policies and financial reporting and our disclosure practices; •to oversee that our management has established and maintained processes to ensure that an adequate system of internal controls is functioning; •to oversee that our management has established and maintained processes to ensure our compliance with all applicable laws, regulations and corporate policy; •to prepare an annual performance evaluation of the Audit Committee; •to establish and maintain procedures for the receipt, retention and treatment of complaints received by us, from any source, regarding accounting, internal accounting controls or auditing matters and from our employees for the confidential anonymous submission of concerns regarding questionable accounting or auditing matters; •to assist the Board of Directors in its oversight of the integrity of our financial statements; •to review our annual and quarterly financial statements prior to their filing or prior to the release of earnings; •to oversee the performance of the independent auditors and to retain or terminate the independent auditors and approve all audit and non-audit engagement fees and terms; and •to review at least annually, the qualifications, performance and independence of the independent auditors. |
Huett, Ms. Sardini and Mr. Hollweg are entitled to receive the following: (i)A lump sum cash payment equal to three times the sum of (x) the executive's annual base salary on the date of the change in control (or, if higher, the annual base salary in effect immediately prior to the giving of the notice of termination) and (y) the executive's target annual bonus (the "target bonus") in respect of the fiscal year of the Company (a "fiscal year") in which the termination occurs (or, if higher, the average annual bonus actually earned by the executive in respect of the three full fiscal years prior to the year in which the notice of termination is given) under our bonus plan; (ii)A lump sum cash payment equal to the sum of (w) the executive's unpaid base salary and vacation days accrued through the date of termination, (x) the unpaid portion, if any, of bonuses previously earned by the executive pursuant to our bonus plan, (y) in respect of the fiscal year in which the date of termination occurs, the higher of (i) the pro rata portion of the executive's target bonus and (ii) if we are exceeding the performance targets established under our bonus plan for such fiscal year as of the date of termination, the executive's actual annual bonus payable under our bonus plan based upon such achievement (this pro rata portion in either case calculated from January 1 of such year through the date of termination) (the "pro rata bonus"), and (z) any other compensation previously deferred (excluding qualified plan deferrals by the executive under or into our benefit plans); (iii)Continued medical, dental, vision, and life insurance coverage (excluding accidental death and disability insurance) ("welfare benefit coverage") for the executive and the executive's eligible dependents or, to the extent welfare benefit coverage is not commercially available, such other welfare benefit coverage reasonably acceptable to the executive, on the same basis as in effect prior to the executive's termination, for a period ending on the earlier of (x) the third anniversary of the date of termination (this period, the "continuation period") and (y) the commencement of comparable welfare benefit coverage by the executive with a subsequent employer; (iv)Continued provision of the perquisites the executive enjoyed prior to the date of termination for a period ending on the earlier of (x) the end of the continuation period and (y) the receipt by the executive of comparable perquisites from a subsequent employer; (v)Immediate 100% vesting of all outstanding stock options, stock appreciation rights, phantom stock units and restricted stock granted or issued by us prior to, on or upon the change in control (to the extent not previously vested on or following the change in control); (vi)Additional Company contributions to our qualified defined contribution plan and any other retirement plans in which the executive participated prior to the date of termination during the continuation period; provided, however, that where such contributions may not be provided without adversely affecting the qualified status of such plan or where such contributions are otherwise prohibited by any such plans, the executive shall instead receive an additional lump sum payment equal to the contributions that would have been made during the continuation period if the executive had remained employed with us during such period; (vii)All other accrued or vested benefits in accordance with the terms of any applicable Company plan, which vested benefits shall include the executive's otherwise unvested account balances in our qualified defined contribution plan, which shall become vested as of the date of termination; and (viii)If requested by the executive, outplacement services will be provided by a professional outplacement provider selected by the executive at a cost to us of not more than $30,000. |
•Certain other executive officers are entitled to receive all of the same payments and benefits described above, with the following differences: •the severance multiple in clause (i) above is reduced to two; •the period of time during which welfare benefit coverage is provided as described in clause (iii) above, and which perquisites are provided as described in clause (iv) above, is reduced to the earlier of (x) the second anniversary of the date of termination of employment and (y) the commencement of comparable welfare benefit coverage and perquisites, respectively, by the executive with a subsequent employer; •the contributions made by us into our qualified defined contribution plan and any other retirement plans in which the executives participated (or lump sum payments in respect thereof), as described in clause (vi) above, will only be in respect of the same period in respect of which comparable welfare benefit coverage is provided, as described in clause (b) above; and •the cost of outplacement services provided to the executives as described in clause (viii) above shall not be more than $15,000. |
Excess Parachute Payment Excise Taxes If (i) it is determined that the payments and benefits provided under the agreements or otherwise in the aggregate (a "parachute payment") would be subject to the excise tax imposed under the U.S. Internal Revenue Code, and the aggregate value of the parachute payment exceeds a certain threshold amount, calculated under the U.S. Internal Revenue Code (the "base amount") by 5% or less, then (ii) the parachute payment will be reduced to the extent necessary so that the aggregate value of the parachute payment is equal to an amount that is less than such threshold amount; provided, however, that if the aggregate value of the parachute payment exceeds the threshold amount by more than 5%, then the executive will be entitled to receive an additional payment or payments in an amount such that, after payment by the executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any excise tax, imposed upon this payment, the executive retains an amount equal to the excise tax imposed upon the parachute payment. |
WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING BALANCE SHEET AS OF JANUARY 3, 2004 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING BALANCE SHEET AS OF DECEMBER 28, 2002 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS FOR THE FISCAL YEAR ENDED JANUARY 3, 2004 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS FOR THE FISCAL YEAR ENDED DECEMBER 28, 2002 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS FOR THE FISCAL YEAR ENDED DECEMBER 29, 2001 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOW FOR THE FISCAL YEAR ENDED JANUARY 3, 2004 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOW FOR THE FISCAL YEAR ENDED DECEMBER 28, 2002 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOW FOR THE FISCAL YEAR ENDED DECEMBER 29, 2001 (IN THOUSANDS) Report of Independent Auditors To the Board of Directors and Shareholders of Weight Watchers International, Inc.: In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) on page present fairly, in all material respects, the financial position of Weight Watchers International, Inc. and its subsidiaries at January 3, 2004 and December 28, 2002, and the results of their operations and their cash flows for each of the years ended January 3, 2004, December 28, 2002 and December 29, 2001, in conformity with accounting principles generally accepted in the United States of America. |
Date: March 18, 2004 By: /s/ LINDA HUETT Linda Huett President, Chief Executive Officer and Director (Principal Executive Officer) Date: March 18, 2004 By: /s/ ANN M. SARDINI Ann M. Sardini Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Date: March 18, 2004 By: /s/ RAYMOND DEBBANE Raymond Debbane Director Date: March 18, 2004 By: /s/ JONAS M. FAJENBAUM Jonas M. Fajgenbaum Director Date: March 18, 2004 By: /s/ SACHA LAINOVIC Sacha Lainovic Director Date: March 18, 2004 By: /s/ CHRISTOPHER J. SOBECKI Christopher J. Sobecki Director Date: March 18, 2004 By: /s/ SAM K. REED Sam K. Reed Director Date: March 18, 2004 By: /s/ MARSHA JOHNSON EVANS Marsha Johnson Evans Director Date: March 18, 2004 By: /s/ JOHN F. BARD John F. Bard Director Date: March 18, 2004 By: /s/ PHILIPPE J. AMOUYAL Philippe J. Amouyal Director PART I PART II SELECTED FINANCIAL DATA (In millions, except per share amounts) Revenue Sources Attendance in Company-Owned Operations Acquisitions Long-Term Debt As of January 3, 2004 PART III Summary Compensation Table Option Grants For the Fiscal Year Ended January 3, 2004 Individual Grants Equity Compensation Plan Information PART IV WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE COVERED BY REPORT OF INDEPENDENT AUDITORS ITEMS 15(a) 1&2 WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AT (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE FISCAL YEARS ENDED (IN THOUSANDS EXCEPT PER SHARE AMOUNTS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE FISCAL YEARS ENDED (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING BALANCE SHEET AS OF JANUARY 3, 2004 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING BALANCE SHEET AS OF DECEMBER 28, 2002 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS FOR THE FISCAL YEAR ENDED JANUARY 3, 2004 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS FOR THE FISCAL YEAR ENDED DECEMBER 28, 2002 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS FOR THE FISCAL YEAR ENDED DECEMBER 29, 2001 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOW FOR THE FISCAL YEAR ENDED JANUARY 3, 2004 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOW FOR THE FISCAL YEAR ENDED DECEMBER 28, 2002 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOW FOR THE FISCAL YEAR ENDED DECEMBER 29, 2001 (IN THOUSANDS) Report of Independent Auditors SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (IN THOUSANDS) EXHIBIT INDEX SIGNATURES SIGNATURES |
WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE COVERED BY REPORT OF INDEPENDENT ACCOUNTANTS Items 15(a) 1&2 Pages Consolidated Balance Sheets at December 28, 2002 and December 29, 2001 Consolidated Statements of Operations for the fiscal years ended December 28, 2002 and December 29, 2001, the eight months ended December 30, 2000, and the fiscal year ended April 29, 2000 Consolidated Statements of Changes in Shareholders' Equity (Deficit), Parent Company Investment and Comprehensive Income for the fiscal years ended December 28, 2002 and December 29, 2001, the eight months ended December 30, 2000, and the fiscal year ended April 29, 2000 Consolidated Statements of Cash Flows for the fiscal years ended December 28, 2002 and December 29, 2001, the eight months ended December 30, 2000, and the fiscal year ended April 29, 2000 Notes to Consolidated Financial Statements Report of Independent Accountants Schedule II-Valuation and Qualifying Accounts and Reserves for the fiscal years ended December 28, 2002 and December 29, 2001, the eight months ended December 30, 2000, and the fiscal year ended April 29, 2000 All other schedules are omitted for the reason that they are either not required, not applicable, not material or the information is included in the consolidated financial statements or notes thereto. |
WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING BALANCE SHEET AS OF DECEMBER 28, 2002 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING BALANCE SHEET AS OF DECEMBER 29, 2001 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS FOR THE FISCAL YEAR ENDED DECEMBER 28, 2002 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS FOR THE FISCAL YEAR ENDED DECEMBER 29, 2001 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS FOR THE EIGHT MONTHS ENDED DECEMBER 30, 2000 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS FOR THE FISCAL YEAR ENDED APRIL 29, 2000 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOW FOR THE FISCAL YEAR ENDED DECEMBER 28, 2002 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOW FOR THE FISCAL YEAR ENDED DECEMBER 29, 2001 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOW FOR THE EIGHT MONTHS ENDED DECEMBER 30, 2000 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOW FOR THE FISCAL YEAR ENDED APRIL 29, 2000 (IN THOUSANDS) Report of Independent Accountants To the Board of Directors and Shareholders of Weight Watchers International, Inc.: In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) on page present fairly, in all material respects, the financial position of Weight Watchers International, Inc. and its subsidiaries at December 28, 2002 and December 29, 2001, and the results of their operations and their cash flows for each of the two years in the period ended December 28, 2002, the eight months ended December 30, 2000 and the fiscal year ended April 29, 2000, in conformity with accounting principles generally accepted in the United States of America. |
Date: March 28, 2003 By: /s/ LINDA HUETT Linda Huett President and Director (Principal Executive Officer) Date: March 28, 2003 By: /s/ ANN M. SARDINI Ann M. Sardini Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Date: March 28, 2003 By: /s/ RAYMOND DEBBANE Raymond Debbane Director Date: March 28, 2003 By: /s/ JONAS M. FAJGENBAUM Jonas M. Fajgenbaum Director Date: March 28, 2003 By: /s/ SACHA LAINOVIC Sacha Lainovic Director Date: March 28, 2003 By: /s/ CHRISTOPHER J. SOBECKI Christopher J. Sobecki Director Date: March 28, 2003 By: /s/ SAM K. REED Sam K. Reed Director Date: March 28, 2003 By: /s/ MARSHA JOHNSON EVANS Marsha Johnson Evans Director Date: March 28, 2003 By: /s/ JOHN F. BARD John F. Bard Director Date: March 28, 2003 By: /s/ PHILIPPE J. AMOUYAL Philippe J. Amouyal Director II-2 CERTIFICATIONS I, Linda Huett, President and Chief Executive Officer of Weight Watchers International, Inc., certify that: 1.I have reviewed this annual report on Form 10-K of Weight Watchers International, Inc.; 2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3.Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4.The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a)designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b)evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c)presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5.The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a)all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data, and have identified for the registrant's auditors any material weaknesses in internal controls; and b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6.The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
Date: March 28, 2003 Signature: /s/ LINDA HUETT Linda Huett Chief Executive Officer I, Ann M. Sardini, Vice President and Chief Financial Officer of Weight Watchers International, Inc., certify that: 1.I have reviewed this annual report on Form 10-K of Weight Watchers International, Inc.; 2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3.Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4.The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a)designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b)evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c)presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5.The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a)all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data, and have identified for the registrant's auditors any material weaknesses in internal controls; and b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6.The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
Date: March 28, 2003 Signature: /s/ ANN M. SARDINI Ann M. Sardini Chief Financial Officer SELECTED FINANCIAL DATA (In millions, except per share amounts) Revenue Sources (in millions) Attendance in Company-Owned Operations (in millions) Acquisitions (in millions) Long-Term Debt As of December 28, 2002 (in millions) Long-Term Obligations As of December 28, 2002 (in millions) Summary Compensation Table Option Grants For the Fiscal Year Ended December 28, 2002 Individual Grants Aggregated Options Values as of December 28, 2002 Equity Compensation Plan Information PART IV WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE COVERED BY REPORT OF INDEPENDENT ACCOUNTANTS Items 15(a) 1&2 WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AT DECEMBER 28, 2002 AND DECEMBER 29, 2001 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE FISCAL YEARS ENDED DECEMBER 28, 2002 AND DECEMBER 29, 2001, THE EIGHT MONTHS ENDED DECEMBER 30, 2000, AND THE FISCAL YEAR ENDED APRIL 29, 2000 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT), PARENT COMPANY INVESTMENT AND COMPREHENSIVE INCOME FOR THE FISCAL YEARS ENDED DECEMBER 28, 2002 AND DECEMBER 29, 2001, THE EIGHT MONTHS ENDED DECEMBER 30, 2000, AND THE FISCAL YEAR ENDED APRIL 29, 2000 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE FISCAL YEARS ENDED DECEMBER 28, 2002 AND DECEMBER 29, 2001, THE EIGHT MONTHS ENDED DECEMBER 30, 2000, AND THE FISCAL YEAR ENDED APRIL 29, 2000 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING BALANCE SHEET AS OF DECEMBER 28, 2002 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING BALANCE SHEET AS OF DECEMBER 29, 2001 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS FOR THE FISCAL YEAR ENDED DECEMBER 28, 2002 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS FOR THE FISCAL YEAR ENDED DECEMBER 29, 2001 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS FOR THE EIGHT MONTHS ENDED DECEMBER 30, 2000 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS FOR THE FISCAL YEAR ENDED APRIL 29, 2000 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOW FOR THE FISCAL YEAR ENDED DECEMBER 28, 2002 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOW FOR THE FISCAL YEAR ENDED DECEMBER 29, 2001 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOW FOR THE EIGHT MONTHS ENDED DECEMBER 30, 2000 (IN THOUSANDS) WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOW FOR THE FISCAL YEAR ENDED APRIL 29, 2000 (IN THOUSANDS) Report of Independent Accountants SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (IN THOUSANDS) EXHIBIT INDEX SIGNATURES SIGNATURES CERTIFICATIONS |
Trademarks We have several domestic and foreign trademark registrations and pending applications associated with our products which include: Winnebago, 24 W 7 (logo), +Lounger, Adventurer, Affinity, Airlie, Aspect, Bay Star, Bay Star Sport, Benchmark, Brave, Boldt, Bound by the W, Cambria, Canyon Star, CC (logo), Chris Craft, Chris-Craft (logo), Comfort Drive, Comfort Drive Steering (logo), Commander, Corsair, Cottesloe, Country Coach, Destination, Dutch Star, Dynomax, Eco-Hot, Ekko, Ellipse, eMLU, Era, Essex, Forza, Fresco, Fuse, Glide & Dine, GoWinnebago, Grand Design, Grand Design Recreational Vehicles, Grand Design RV, Horizon, Imagine, InLounge, Inspire, Instinct, Intable, Intent, Intrigue, Itasca, Itasca (logo), Journey, King Aire, Kountry Aire (logo), Kountry Star, Lancer, Latitude, London Aire, Maxum Chassis, Maxum II, Micro Minnie, Minnie, Minnie Drop, Minnie Winnie, MLU, Momentum, Mountain Aire, Navion, New Aire, Newmar, Outlook, Paseo, Porto, Pure3 Energy Management System, Reflection, Rest Easy, Revel, Roamer, Scorpion, Silhouette, Sightseer, SOLIS, Solitude, Spirit, Star Foundation, Star Foundation (logo), Suncruiser, Sunova, Sunstar, Supershell, Superstar, Supreme Aire, The Most Recognized Name in Motorhomes, Thermo-Panel, Transcend, Transcend Xplor, Travato, Trend, True Trax, Ventana, Ventana LE, Via, View, Vista, Vita, Viva!, Voyage, W, Flying W (logo), Winnebago (logo), Winnebago Ind (logo), Winnebago Connect (logo), Winnebago Minnie, Winnebago Touring Coach, Winnebago Towables (logo), WinnebagoLife, WinnebagoLife (logo), Winnie Drop, WIT Club, Yuma, and Design of motor home front end (trade dress). |
Such acquisitions, alliances, joint ventures, and partnerships may involve a number of risks, including: •Diversion of management’s attention; •Disruption to our existing operations and plans; •Inability to effectively manage our expanded operations; •Difficulties or delays in integrating and assimilating information and financial systems, operations, and products of an acquired business or other business venture or in realizing projected efficiencies, growth prospects, cost savings, and synergies; •Inability to successfully integrate or develop a distribution channel for acquired product lines; •Potential loss of key employees, customers, distributors, or dealers of the acquired businesses or adverse effects on existing business relationships with suppliers, customers, distributors, and dealers; •Adverse impact on overall profitability, if our expanded operations do not achieve the financial results projected in our valuation model; •Inaccurate assessment of additional post-acquisition or business venture investments, undisclosed, contingent or other liabilities or problems, unanticipated costs associated with an acquisition or other business venture, and an inability to recover or manage such liabilities and costs; and •Incorrect estimates made in the accounting for acquisitions, occurrence of non-recurring charges, and write-off of significant amounts of goodwill or other assets that could adversely affect our operating results. |
The Newmar Acquisition also involves risks associated with acquisitions and integrating acquired assets into existing operations which could have a material adverse effect on our business, financial condition, results of operations, and cash flows, including, among others: •failure to implement our business plan for the combined business; •unanticipated issues in integrating equipment, logistics, information, communications, and other systems; •possible inconsistencies in standards, controls, contracts, procedures, and policies; •impacts of change in control provisions in contracts and agreements; •failure to retain key customers and suppliers; •unanticipated changes in applicable laws and regulations; •failure to recruit and retain key employees to operate the combined business; •increased competition within the industries in which Newmar operates; •difficulties in managing the expanded operations of a significantly larger and more complex combined company; •inherent operating risks in the business; •unanticipated issues, expenses, and liabilities; •additional reporting requirements pursuant to applicable rules and regulations; •additional requirements relating to internal control over financial reporting; •diversion of our senior management’s attention from the management of daily operations to the integration of the assets acquired in the acquisition of Newmar; •significant unknown and contingent liabilities we incur for which we have limited or no contractual remedies or insurance coverage; •the assets to be acquired failing to perform as well as we anticipate; and •unexpected costs, delays, and challenges arising from integrating the assets acquired in the Newmar Acquisition into our existing operations. |
Management uses these non-GAAP financial measures (a) to evaluate our historical and prospective financial performance and trends as well as our performance relative to competitors and peers; (b) to measure operational profitability on a consistent basis; (c) in presentations to the members of our board of directors to enable our board of directors to have the same measurement basis of operating performance as is used by management in its assessments of performance and in forecasting and budgeting for our company; (d) to evaluate potential acquisitions; and (e) to ensure compliance with restricted activities under the terms of our ABL credit facility and outstanding notes, as further described in Note 9, Long-Term Debt, of the Notes to Consolidated Financial Statements, included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. We believe these non-GAAP financial measures are frequently used by securities analysts, investors, and other interested parties to evaluate companies in our industry. |
Prior to the close of business on the business day immediately preceding October 1, 2024, the Convertible Notes will be convertible only under the following circumstances: (1) during any calendar quarter commencing after December 31, 2019 if the closing sale price of the common stock is more than 130% of the applicable conversion price on each applicable trading day for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business day period after any five consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate for the Convertible Notes on each such trading day; or (3) upon the occurrence of certain specified corporate events set forth in the Convertible Notes Indenture. |
Trademarks We have several domestic and foreign trademark registrations and pending applications associated with our products which include: Winnebago, 3-finger Salute (design), 24 W 7 (logo), +Lounger, Adventurer, Affinity, Airlie, Aspect, Benchmark, Brave, Boldt, Bound by the W, Bryon, Cambria, CC (logo), Chalet, Chris Craft, Chris-Craft (logo), Commander, Corsair, Cottesloe, Country Coach, Destination, Dynomax, Ellipse, eMLU, Era, Forza, Fuse, Glide & Dine, GoWinnebago, Grand Design, Grand Design Recreational Vehicles, Grand Design RV, Horizon, Imagine, InLounge, Inspire, Instinct, Intable, Intent, Intrigue, Itasca, Itasca (logo), Journey, Lancer, Latitude, Maxum Chassis, Meridian, Micro Minnie, Minnie, Minnie Drop, Minnie Winnie, MLU, Momentum, Navion, Outlook, Paseo, Porto Powerline Energy Management System (logo), Pure3 Energy Management System, Reflection, Rest Easy, Revel, Roamer, Scorpion, Sightseer, Solei, Solitude, Spirit, Spyder, Suncruiser, Sunova, Sunstar, Supershell, The Most Recognized Name in Motorhomes, Thermo-Panel, Transcend, Transcend Xplor, Travato, Trend, Tribute, True Air, True Trax, Via, View, Vista, Vita, Viva!, Voyage, W, Flying W (logo), Winnebago (logo), Winnebago Ind (logo), Winnebago Minnie, Winnebago Touring Coach, Winnebago Towables (logo), WinnebagoLife, WinnebagoLife (logo), Winnie Drop, WIT Club, and Design of motor home front end (trade dress). |
Such acquisitions, alliances, joint ventures, and partnerships may involve a number of risks, including: • Diversion of management’s attention; • Disruption to our existing operations and plans; • Inability to effectively manage our expanded operations; • Difficulties or delays in integrating and assimilating information and financial systems, operations, and products of an acquired business or other business venture or in realizing projected efficiencies, growth prospects, cost savings, and synergies; • Inability to successfully integrate or develop a distribution channel for acquired product lines; • Potential loss of key employees, customers, distributors, or dealers of the acquired businesses or adverse effects on existing business relationships with suppliers, customers, distributors, and dealers; • Adverse impact on overall profitability, if our expanded operations do not achieve the financial results projected in our valuation model; • Inaccurate assessment of additional post-acquisition or business venture investments, undisclosed, contingent or other liabilities or problems, unanticipated costs associated with an acquisition or other business venture, and an inability to recover or manage such liabilities and costs; and • Incorrect estimates made in the accounting for acquisitions, occurrence of non-recurring charges, and write-off of significant amounts of goodwill or other assets that could adversely affect our operating results. |
The Newmar Acquisition also involves risks associated with acquisitions and integrating acquired assets into existing operations which could have a material adverse effect on our business, financial condition, results of operations, and cash flows, including, among others: • failure to implement our business plan for the combined business; • unanticipated issues in integrating equipment, logistics, information, communications, and other systems; • possible inconsistencies in standards, controls, contracts, procedures, and policies; • impacts of change in control provisions in contracts and agreements; • failure to retain key customers and suppliers; • unanticipated changes in applicable laws and regulations; • failure to recruit and retain key employees to operate the combined business; • increased competition within the industries in which Newmar operates; • difficulties in managing the expanded operations of a significantly larger and more complex combined company; • inherent operating risks in the business; • unanticipated issues, expenses, and liabilities; • additional reporting requirements pursuant to applicable rules and regulations; • additional requirements relating to internal control over financial reporting; • diversion of our senior management’s attention from the management of daily operations to the integration of the assets acquired in the acquisition of Newmar; • significant unknown and contingent liabilities we incur for which we have limited or no contractual remedies or insurance coverage; • the assets to be acquired failing to perform as well as we anticipate; and • unexpected costs, delays, and challenges arising from integrating the assets acquired in the Newmar Acquisition • into our existing operations. |
Management uses these non-GAAP financial measures (a) to evaluate our historical and prospective financial performance and trends as well as our performance relative to competitors and peers; (b) to measure operational profitability on a consistent basis; (c) in presentations to the members of our board of directors to enable our board of directors to have the same measurement basis of operating performance as is used by management in its assessments of performance and in forecasting and budgeting for our company; (d) to evaluate potential acquisitions; and (e) to ensure compliance with covenants and restricted activities under the terms of our Credit Agreement, as further described in Note 9, Long-Term Debt, of the Notes to Consolidated Financial Statements, included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. We believe these non-GAAP financial measures are frequently used by securities analysts, investors, and other interested parties to evaluate companies in our industry. |
Trademarks We have several domestic and foreign trademark registrations associated with our products which include: Winnebago, Adventurer, Affinity, Airlie, Aspect, Benchmark, Brave, Bryon, Cambria, Chalet, Chris-Craft (logo), Commander, Cottesloe, County Coach, Destination, Dynomax, Ellipse, Era, Forza, Fuse, Glide & Dine, Gowinnebago, Grand Design, Grand Design Recreational Vehicles, Grand Design RV, Horizon, Imagine, Inlounge, Inspire, Instinct, Intable, Intent, Itasca, Intrigue, Journey, Latitude, Maxum Chassis, Meridian, Micro Minnie, Minnie, Minnie Drop, Minnie Winnie, Navion, 0ne Place, Momentum, Reflection, Powerline Energy Management System and Design, Rest Easy, Revel, Rialta, Roamer, Scorpion, Sightseer, Solei, Solitude, Spirit, Storemore and Design, Suncruiser, Sunova, Sunstar, The most recognized name in motorhomes, Thermo-Panel, Transcend, Travato, Trend, Tribute, True Air, Via, View, Vista, Viva!, Voyage, W, Flying W (logo), WIT Club, Winnie Drop, Winnebago Ind (logo), Winnebagolife, Winnebago Minnie, Winnebago Towables (logo), Winnebago Touring Coach, and Winnebago trade dress (three dimensional design of the front roof panel, front grill panel, and front body panel of motor homes). |
Such acquisitions, alliances, joint ventures, and partnerships may involve a number of risks, including: • Diversion of management’s attention; • Disruption to our existing operations and plans; • Inability to effectively manage our expanded operations; • Difficulties or delays in integrating and assimilating information and financial systems, operations, and products of an acquired business or other business venture or in realizing projected efficiencies, growth prospects, cost savings, and synergies; • Inability to successfully integrate or develop a distribution channel for acquired product lines; • Potential loss of key employees, customers, distributors, or dealers of the acquired businesses or adverse effects on existing business relationships with suppliers, customers, distributors, and dealers; • Adverse impact on overall profitability, if our expanded operations do not achieve the financial results projected in our valuation model; • Inaccurate assessment of additional post-acquisition or business venture investments, undisclosed, contingent or other liabilities or problems, unanticipated costs associated with an acquisition or other business venture, and an inability to recover or manage such liabilities and costs; and • Incorrect estimates made in the accounting for acquisitions, occurrence of non-recurring charges, and write-off of significant amounts of goodwill or other assets that could adversely affect our operating results. |
Such acquisitions, alliances, joint ventures, and partnerships may involve a number of risks, including: • diversion of management’s attention; • disruption to our existing operations and plans; • inability to effectively manage our expanded operations; • difficulties or delays in integrating and assimilating information and financial systems, operations, and products of an acquired business or other business venture or in realizing projected efficiencies, growth prospects, cost savings, and synergies; • inability to successfully integrate or develop a distribution channel for acquired product lines; • potential loss of key employees, customers, distributors, or dealers of the acquired businesses or adverse effects on existing business relationships with suppliers, customers, distributors, and dealers; • adverse impact on overall profitability if our expanded operations do not achieve the financial results projected in our valuation model; • inaccurate assessment of additional post-acquisition or business venture investments, undisclosed, contingent or other liabilities or problems, unanticipated costs associated with an acquisition or other business venture, and an inability to recover or manage such liabilities and costs; and • incorrect estimates made in the accounting for acquisitions, incurrence of non-recurring charges, and write-off of significant amounts of goodwill or other assets that could adversely affect our operating results. |
Risks Related to Our Recently Announced Potential Acquisition In connection with our recently announced agreement to acquire Grand Design, there are significant risks relating to the consummation of our acquisition including, the possibility that the closing conditions to the contemplated transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval; delay in closing the transaction or the possibility of non-consummation of the transaction; the potential for regulatory authorities to require divestitures in connection with the proposed transaction, the failure to consummate the debt transactions contemplated by the transaction with Grand Design, the possibility that we might have to pay a $35.0 million termination fee to Grand Design or additional damages for failing to close the transaction; the occurrence of any event that could give rise to termination of the agreement; the risk that shareholder litigation in connection with the contemplated transaction may affect the timing or occurrence of the contemplated transaction or result in significant costs of defense, indemnification and liability; risks inherent in the achievement of cost synergies and the timing thereof; risks that the pendency, financing, and efforts to consummate the transaction may be disruptive to Winnebago Industries or Grand Design RV or their respective management; the effect of announcement of the transaction on Grand Design’s ability to retain and hire key personnel and maintain relationships with customers, suppliers and other third parties, and risks related to integration of the two companies. |
Such acquisitions, alliances, joint ventures, and partnerships may involve a number of risks, including: • diversion of management’s attention; • disruption to our existing operations and plans; • inability to effectively manage our expanded operations; • difficulties or delays in integrating and assimilating information and financial systems, operations, and products of an acquired business or other business venture or in realizing projected efficiencies, growth prospects, cost savings, and synergies; • inability to successfully integrate or develop a distribution channel for acquired product lines; • potential loss of key employees, customers, distributors, or dealers of the acquired businesses or adverse effects on existing business relationships with suppliers, customers, distributors, and dealers; • adverse impact on overall profitability if our expanded operations do not achieve the financial results projected in our valuation model; • inaccurate assessment of additional post-acquisition or business venture investments, undisclosed, contingent or other liabilities or problems, unanticipated costs associated with an acquisition or other business venture, and an inability to recover or manage such liabilities and costs; and • incorrect estimates made in the accounting for acquisitions, incurrence of non-recurring charges, and write-off of significant amounts of goodwill or other assets that could adversely affect our operating results. |
This table provides information with respect to purchases by us of shares of our common stock during each fiscal month of the fourth quarter of Fiscal 2007: Period Total Number of Shares Purchased Average Price Paid per Share Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs 05/27/07 - 06/30/07 416,000 $29.73 416,000 $49,263,000 07/01/07 - 07/28/07 558,000 $29.36 558,000 $32,891,000 07/29/07 - 08/25/07 558,000 $27.51 558,000 $17,536,000 Total 1,532,000 $28.79 1,532,000 $17,536,000 Equity Compensation Plan Information The following table provides information as of August 25, 2007 with respect to shares of our common stock that may be issued under our existing equity compensation plans: (Adjusted for the 2-for-1 Stock Split on March 5, 2004) Plan Category (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) Equity compensation plans approved by shareholders 1,137,975 (1) $26.32 1,105,061 (2) Equity compensation plans not approved by shareholders (3) 49,062 (4) $21.00 N/A (5) Total 1,187,037 $26.10 1,105,061 (1) This number includes 701,265 stock options granted under the 2004 Incentive Compensation Plan (the “Plan”). |
Financial Statements and Supplementary Data Page Management’s Report on Internal Control Over Financial Reporting Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements Consolidated Statements of Income for the Years Ended August 25, 2007, August 26, 2006, and August 27, 2005 Consolidated Balance Sheets as of August 25, 2007 and August 26, 2006 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended August 25, 2007, August 26, 2006 and August 27, 2005 Consolidated Statements of Cash Flows for the Years Ended August 25, 2007, August 26, 2006, and August 27, 2005 Notes to Consolidated Financial Statements MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of Winnebago Industries, Inc. and its subsidiaries (the “Company”) is responsible for establishing and maintaining effective internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. |
Financial Statements and Supplementary Data Page Management’s Report on Internal Control Over Financial Reporting Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements Consolidated Statements of Income for the Years Ended August 26, 2006, August 27, 2005, and August 28, 2004 Consolidated Balance Sheets as of August 26, 2006 and August 27, 2005 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended August 26, 2006, August 27, 2005 and August 28, 2004 Consolidated Statements of Cash Flows for the Years Ended August 26, 2006, August 27, 2005, and August 28, 2004 Notes to Consolidated Financial Statements MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of Winnebago Industries, Inc. and its subsidiaries (the “Company”) is responsible for establishing and maintaining effective internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. |
Forward Looking Information Certain of the matters discussed in this Annual Report on Form 10-K are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve risks and uncertainties, including, but not limited to reactions to actual or threatened terrorist attacks, availability and price of fuel, a significant increase in interest rates, a slowdown in the economy, availability of chassis and other key component parts, sales order cancellations, slower than anticipated sales of new or existing products, new product introductions by competitors, and other factors which may be disclosed throughout this Annual Report on Form 10-K. Any forecasts and projections in this report are “forward looking statements,” and are based on management’s current expectations of the Company’s near-term results, based on current information available pertaining to the Company, including the aforementioned risk factors; actual results could differ materially. |
Signature Capacity /s/ Bruce D. Hertzke Bruce D. Hertzke Chairman of the Board, Chief Executive Officer, President and Director (Principal Executive Officer) /s/ Ed Barker Edwin F. Barker Senior Vice President, Chief Financial Officer (Principal Financial Officer) /s/ Brian J. Hrubes Brian J. Hrubes Controller (Principal Accounting Officer) /s/ Irvin E. Aal Irvin E. Aal Director /s/ Gerald E. Boman Gerald E. Boman Director /s/ Jerry N. Currie Jerry N. Currie Director /s/ Joseph W. England Joseph W. England Director /s/ John V. Hanson John V. Hanson Director /s/ Gerald C. Kitch Gerald C. Kitch Director /s/ Frederick M. Zimmerman Frederick M. Zimmerman Director Index to Consolidated Financial Statements Winnebago Industries, Inc. and Subsidiaries *Page Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets 22 & 23 Consolidated Statements of Income Consolidated Statements of Cash Flows Consolidated Statements of Changes in Stockholders’ Equity Notes to Consolidated Financial Statements 27 - 36 * Refers to respective pages in the Company’s 2004 Annual Report to Shareholders, a copy of which is attached hereto, which pages are incorporated herein by reference. |
Signature Capacity /s/ Bruce D. Hertzke Bruce D. Hertzke Chairman of the Board, Chief Executive Officer, President and Director (Principal Executive Officer) /s/ Ed Barker Ed Barker Senior Vice President, Chief Financial Officer (Principal Financial Officer) /s/ Brian J. Hrubes Brian J. Hrubes Controller (Principal Accounting Officer) /s/ Gerald E. Boman Gerald E. Boman Director /s/ Jerry N. Currie Jerry N. Currie Director /s/ Joseph W. England Joseph W. England Director /s/ John V. Hanson John V. Hanson Director /s/ Gerald C. Kitch Gerald C. Kitch Director /s/ Richard C. Scott Richard C. Scott Director /s/ Frederick M. Zimmerman Frederick M. Zimmerman Director Index to Consolidated Financial Statements Winnebago Industries, Inc. and Subsidiaries *Page Independent Auditors' Report Consolidated Balance Sheets 20 & 21 Consolidated Statements of Income Consolidated Statements of Cash Flows Consolidated Statements of Changes in Stockholders' Equity Notes to Consolidated Financial Statements 25-36 * Refers to respective pages in the Company's 2003 Annual Report to Shareholders, a copy of which is attached hereto, which pages are incorporated herein by reference. |
SIGNATURE CAPACITY --------- -------- /s/ Bruce D. Hertzke - --------------------------- Bruce D. Hertzke Chairman of the Board, Chief Executive Officer, President and Director (Principal Executive Officer) /s/ Edwin F. Barker - --------------------------- Edwin F. Barker Vice President, Chief Financial Officer (Principal Financial Officer) /s/ Brian J. Hrubes - --------------------------- Brian J. Hrubes Controller (Principal Accounting Officer) /s/ Gerald E. Boman - --------------------------- Gerald E. Boman Director /s/ Jerry N. Currie - --------------------------- Jerry N. Currie Director /s/ Joseph W. England - --------------------------- Joseph W. England Director /s/ John V. Hanson - --------------------------- John V. Hanson Director /s/ Gerald C. Kitch - --------------------------- Gerald C. Kitch Director /s/ Richard C. Scott - --------------------------- Richard C. Scott Director /s/ Frederick M. Zimmerman - --------------------------- Frederick M. Zimmerman Director CERTIFICATION BY CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. |
SIGNATURE CAPACITY --------- -------- /s/ Bruce D. Hertzke - ----------------------------------- Bruce D. Hertzke Chairman of the Board, Chief Executive Officer, President and Director (Principal Executive Officer) /s/ Edwin F. Barker - ----------------------------------- Edwin F. Barker Vice President, Chief Financial Officer (Principal Financial Officer) /s/ Brian J. Hrubes - ----------------------------------- Brian J. Hrubes Controller (Principal Accounting Officer) /s/ Gerald E. Boman - ----------------------------------- Gerald E. Boman Director /s/ Jerry N. Currie - ----------------------------------- Jerry N. Currie Director /s/ Joseph W. England - ----------------------------------- Joseph W. England Director /s/ John V. Hanson - ----------------------------------- John V. Hanson Director /s/ Gerald C. Kitch - ----------------------------------- Gerald C. Kitch Director /s/ Richard C. Scott - ----------------------------------- Richard C. Scott Director /s/ Frederick M. Zimmerman - ----------------------------------- Frederick M. Zimmerman Director INDEX TO CONSOLIDATED FINANCIAL STATEMENTS WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES *PAGE - ------------------------------------------- ----- Independent Auditors' Report 38 Consolidated Balance Sheets 22-23 Consolidated Statements of Income 24 Consolidated Statements of Cash Flows 25 Consolidated Statements of Changes in Stockholders' Equity 26 Notes to Consolidated Financial Statements 27-37 * Refers to respective pages in the Company's 2001 Annual Report to Shareholders, a copy of which is attached hereto, which pages are incorporated herein by reference. |
SIGNATURE CAPACITY --------- -------- /s/ Bruce D. Hertzke - -------------------------- Bruce D. Hertzke Chairman of the Board, Chief Executive Officer, President and Director (Principal Executive Officer) /s/ Edwin F. Barker - -------------------------- Edwin F. Barker Vice President, Chief Financial Officer (Principal Financial Officer) /s/ Brian J. Hrubes - -------------------------- Brian J. Hrubes Controller (Principal Accounting Officer) /s/ Gerald E. Boman - -------------------------- Gerald E. Boman Director /s/ Jerry N. Currie - -------------------------- Jerry N. Currie Director /s/ Fred G. Dohrmann - -------------------------- Fred G. Dohrmann Director /s/ John V. Hanson - -------------------------- John V. Hanson Director /s/ Gerald C. Kitch - -------------------------- Gerald C. Kitch Director /s/ Richard C. Scott - -------------------------- Richard C. Scott Director /s/ Frederick M. Zimmerman - -------------------------- Frederick M. Zimmerman Director INDEX TO CONSOLIDATED FINANCIAL STATEMENTS WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES *PAGE ------------------------------------------- ---- Independent Auditors' Report 38 Consolidated Balance Sheets 22-23 Consolidated Statements of Income 24 Consolidated Statements of Cash Flows 25 Consolidated Statements of Changes in Stockholders' Equity 26 Notes to Consolidated Financial Statements 27-37 * Refers to respective pages in the Company's 2000 Annual Report to Shareholders, a copy of which is attached hereto, which pages are incorporated herein by reference. |
SIGNATURE CAPACITY /s/ Bruce D. Hertzke - ---------------------------- Bruce D. Hertzke Chairman of the Board, Chief Executive Officer, President and Director (Principal Executive Officer) /s/ Edwin F. Barker - ---------------------------- Edwin F. Barker Vice President, Chief Financial Officer (Principal Financial Officer) /s/ Brian J. Hrubes - ---------------------------- Brian J. Hrubes Controller (Principal Accounting Officer) /s/ Gerald E. Boman - ---------------------------- Gerald E. Boman Director /s/ Jerry N. Currie - ---------------------------- Jerry N. Currie Director /s/ Fred G. Dohrmann - ---------------------------- Fred G. Dohrmann Director /s/ John V. Hanson - ---------------------------- John V. Hanson Director /s/ Gerald C. Kitch - ---------------------------- Gerald C. Kitch Director /s/ Richard C. Scott - ---------------------------- Richard C. Scott Director /s/ Frederick M. Zimmerman - ---------------------------- Frederick M. Zimmerman Director INDEX TO CONSOLIDATED FINANCIAL STATEMENTS WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES *PAGE Independent Auditors' Report 38 Consolidated Balance Sheets 22 - 23 Consolidated Statements of Income 24 Consolidated Statements of Cash Flows 25 Consolidated Statements of Changes in Stockholders' Equity 26 Notes to Consolidated Financial Statements 27 - 37 * Refers to respective pages in the Company's 1999 Annual Report to Shareholders, a copy of which is attached hereto, which pages are incorporated herein by reference. |
SIGNATURE CAPACITY --------- -------- Chairman of the Board, Chief Executive /s/ Bruce D. Hertzke Officer, President and Director - --------------------------------- (Principal Executive Officer) Bruce D. Hertzke /s/ Edwin F. Barker Vice President, Chief Financial Officer - --------------------------------- (Principal Financial Officer) Edwin F. Barker /s/ Gerald E. Boman Director - --------------------------------- Gerald E. Boman /s/ Jerry N. Currie Director - --------------------------------- Jerry N. Currie /s/ Fred G. Dohrmann Director - --------------------------------- Fred G. Dohrmann /s/ John V. Hanson Director - --------------------------------- John V. Hanson /s/ Gerald C. Kitch Director - --------------------------------- Gerald C. Kitch /s/ Richard C. Scott Director - --------------------------------- Richard C. Scott /s/ Joseph M. Shuster Director - --------------------------------- Joseph M. Shuster /s/ Frederick M. Zimmerman Director - --------------------------------- Frederick M. Zimmerman /s/ Francis L. Zrostlik Director - --------------------------------- Francis L. Zrostlik Controller /s/ Brian J. Hrubes (Principal Accounting Officer) - --------------------------------- Brian J. Hrubes INDEX TO CONSOLIDATED FINANCIAL STATEMENTS WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES *PAGE - ------------------------------------------- ----- Independent Auditors' Report 34 Consolidated Balance Sheets 18 - 19 Consolidated Statements of Earnings 20 Consolidated Statements of Cash Flows 21 Consolidated Statements of Changes in Stockholders' Equity 22 Notes to Consolidated Financial Statements 23 - 33 * Refers to respective pages in the Company's 1998 Annual Report to Shareholders, a copy of which is attached hereto, which pages are incorporated herein by reference. |
WINNEBAGO INDUSTRIES, INC. By /s/ Fred G. Dohrman Chairman of the Board SIGNATURE CAPACITY /s/ Fred G. Dohrmann Fred G. Dohrmann Chairman of the Board, Chief Executive Officer and Director /s/ Edwin F. Barker Edwin F. Barker Vice President, Chief Financial Officer /s/ Gerald E. Boman Gerald E. Boman Director /s/ Jerry N. Currie Jerry N. Currie Director /s/ John V. Hanson John V. Hanson Director /s/ Bruce D. Hertzke Bruce D. Hertzke Director /s/ Gerald C. Kitch Gerald C. Kitch Director /s/ Richard C. Scott Richard C. Scott Director /s/ Joseph M. Shuster Joseph M. Shuster Director /s/ Frederick M. Zimmerman Frederick M. Zimmerman Director /s/ Francis L. Zrostlik Francis L. Zrostlik Director INDEX TO CONSOLIDATED FINANCIAL STATEMENTS WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES *PAGE - ------------------------------------------- ----- Independent Auditors' Report 30 Consolidated Balance Sheets 14 - 15 Consolidated Statements of Operations 16 Consolidated Statements of Cash Flows 17 Consolidated Statements of Changes in Stockholders' Equity 18 Notes to Consolidated Financial Statements 19 - 29 * Refers to respective pages in the Company's 1997 Annual Report to Shareholders, a copy of which is attached hereto, which pages are incorporated herein by reference. |
SIGNATURE CAPACITY /s/ John K. Hanson John K. Hanson Chairman of the Board and Director /s/ Fred G. Dohrmann Fred G. Dohrmann President, Chief Executive Officer and Director /s/ Edwin F. Barker Edwin F. Barker Vice President, Controller and Chief Financial Officer /s/ Gerald E. Boman Gerald E. Boman Director /s/ Keith D. Elwick Keith D. Elwick Director /s/ David G. Croonquist David G. Croonquist Director /s/ Joseph M. Shuster Joseph M. Shuster Director /s/ Frederick M. Zimmerman Frederick M. Zimmerman Director /s/ Francis L. Zrostlik Francis L. Zrostlik Director /s/ Donald W. Olson Donald W. Olson Director INDEX TO CONSOLIDATED FINANCIAL STATEMENTS WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES *PAGE Independent Auditors' Report 31 Consolidated Balance Sheets 10 - 11 Consolidated Statements of Operations 12 Consolidated Statements of Changes in Stockholders' Equity 14 Consolidated Statements of Cash Flows 13 Notes to Consolidated Financial Statements 15 - 26 * Refers to respective pages in the Company's 1995 Annual Report to Shareholders, a copy of which is attached hereto, which pages are incorporated herein by reference. |
Client and Chrysler First Commercial Corporation ("Chrysler First") entered into a Finance Agreement dated March 26, 1992 (the "Finance Agreement"), pursuant to which Chrysler First and/or a wholly-owned subsidiary thereof agreed to provide financing and other credit services to Dealers of Client approved by NationsCredit and advance money to Client for the sale of new recreation vehicles manufactured by Client; C. As part of the sale of substantially all of the assets of Chrysler First to NationsCredit Corporation on February 1, 1993, NationsCredit succeeded to the rights and assumed the obligations of Chrysler First under the terms of the Finance Agreement; D. NationsCredit through one or more wholly-owned subsidiaries is agreeable to continue providing such financing and other credit services to Client pursuant to the terms and conditions set forth in the Inventory Floor Plan Finance Agreement as amended and restated herein; NOW THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound, Client and NationsCredit hereby amend and restate the Agreement as follows: 1. |
(c) Client sustains a substantial adverse change in its financial condition as determined by NationsCredit in its sole discretion, or sells, leases, transfers or otherwise disposes of substantially all of its assets, or consolidates with or merges with any other entity, or permits any other entity to consolidate or merge into Client; (d) Client or NationsCredit commences a case or an order of relief is entered under the federal bankruptcy laws, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency, or other similar law; or the consent by either of them to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Client or NationsCredit or of any substantial part of their property, or the making by either of them of any assignment for the benefit of creditors, or the failure of Client or NationsCredit generally to pay their debts as such debts become due, or the taking of corporate action by Client or NationsCredit in furtherance of any of the foregoing. |
CORPORATION By By Print Name C. Thomas Anderson Print Name Fred G. Dohrmann Title Senior Vice President Title President and Chief Executive Officer WINNEBAGO ACCEPTANCE CORPORATION By Print Name C. Thomas Anderson Title Senior Vice President CERTIFICATE I, Raymond M. Beebe, Secretary of Winnebago Industries, Inc., an lowa corporation, DO HEREBY CERTIFY that the following resolutions were duly adopted at a meeting of the Board of Directors of the Corporation on the 20th day of October , 1994, and that said resolutions have not been amended or rescinded and are in full force and effect: RESOLVED, that Fred G. Dohrmann*, who is President & CEO of this corporation, is hereby authorized, directed and instructed for and on behalf of this corporation to deliver to NationsCredit Commercial Corporation the foregoing agreement under the terms of which certain commitments are being made by the corporation for, inter alia, the repurchase of certain merchandise and the payment of losses of NationsCredit Commercial Corporation. |
Our CPG segment generated $1.9 billion in net sales for the fiscal year ended May 31, 2020 and includes the following major product lines and brand names: • Waterproofing, coatings and institutional roofing systems used in building protection, maintenance and weatherproofing applications marketed under our Tremco, AlphaGuard, Endure, OneSeal, PowerPly, TremPly, TremLock, Vulkem and TREMproof brand names; • sealants, air barriers, tapes and foams that seal and insulate joints in various construction assemblies and glazing assemblies marketed under our Tremco, Dymonic, ExoAir and Spectrem brand names; • new residential home weatherization systems marketed under our TUFF-N-DRI, Watchdog Waterproofing and Enviro-Dri brand names; • specialized roofing and building maintenance and related services marketed by our Weatherproofing Technologies subsidiary; • sealing and bonding solutions for windows and doors, facades, interiors and exteriors under our illbruck brand name; • flooring, waterproofing and in-plant glazing solutions under our Tremco brand name; • high-performance resin flooring systems, epoxy floor paint and coatings, concrete repair and protection products and decorative concrete for industrial and commercial applications sold under our Flowcrete, Key Resins and RPM Belgium brand names; • rolled asphalt roofing materials, waterproofing products, and chemical admixtures marketed under our Viapol, Vandex and Betumat brand names; • concrete and masonry admixtures, concrete fibers, curing and sealing compounds, structural grouts and mortars, epoxy adhesives, injection resins, polyurethane foams, floor hardeners and toppings, joint fillers, industrial and architectural coatings, decorative color/stains/stamps, and a comprehensive selection of restoration materials marketed under the Euclid, CAVE, Toxement, Viapol, Dural, EUCO, Eucon, Fiberstrand, Increte Systems, Plastol, Sentinel, Speed Crete, Tuf-Strand, Prime Gel, Prime Bond, Prime Coat, Prime Guard, Prime Rez, Prime Flex and Tremco PUMA Expansion Joint System brand names; • solutions for fire stopping and intumescent steel coating under our Firetherm, Nullifire and TREMStop brand names; • solutions for the manufacturing industry under our Pactan brand name; • highly insulated building cladding materials (Exterior Insulating and Finishing Systems, “EIFS”) principally marketed in the U.S., Canada, U.K. and Poland under the Dryvit brand name; • insulated concrete form (“ICF”) wall systems marketed and sold under the Nudura brand name; and • joint sealants for commercial construction manufactured and marketed under the Schul brand name. |
Our PCG segment generated $1.1 billion in net sales for the fiscal year ended May 31, 2020 and includes the following major product lines and brand names: • high-performance polymer flooring products and services for industrial, institutional and commercial facilities, as well as offshore and marine structures and cruise, ferry and navy ships marketed under our Stonhard, Hummervoll, Kemtile, Liquid Elements, Expanko and API brand names; • high-performance, heavy-duty corrosion-control coatings, containment linings, railcar linings, fireproofing and soundproofing products and heat and cryogenic insulation products for a wide variety of industrial infrastructure and oil and gas-related applications marketed under our Carboline, Specialty Polymer Coatings, Nullifire, Charflame, Firefilm, A/D Fire, Strathmore, Thermo-Lag, Plasite and Perlifoc brand names; • specialty construction products and services for bridge expansion joints, structural bearings, bridge deck and parking deck membranes, highway markings, protective coatings, trenchless pipe rehabilitation equipment and asphalt and concrete repair products marketed under our Universal Sealants, BridgeCare, StructureCare, Pitchmastic PMB, Nufins, Visul, Ekspan, Fibrecrete, Texacrete, Fibrejoint, Samiscreed, Logiball and Epoplex brand names; • fiberglass reinforced plastic gratings and shapes used for industrial platforms, staircases and walkways marketed under our Fibergrate, Chemgrate, Corgrate, Fibregrid and Safe-T-Span brand names; and • amine curing agents, reactive diluents, specialty epoxy resins and other intermediates under our Arnette Polymers brand name. |
Our Consumer segment generated $1.9 billion in net sales in the fiscal year ended May 31, 2020 and is composed of the following major product lines and brand names: • a broad line of coating products to protect and decorate a wide variety of surfaces for the DIY and professional markets which are sold under several key Rust-Oleum brand names, including Stops Rust, American Accents, Painter’s Touch, Specialty, Professional, Universal, Varathane, Watco, Epoxy Shield, Factor 4, Restore, Rock Solid, Whink, Miracle Sealants, SPS, Spraymate, Krud Kutter, Zinsser, XIM, Industrial Choice, Rust-Oleum Automotive, Sierra Performance, Hard Hat, Mathys, CombiColor, Noxyde, Blackfriar, HiChem, MultiSpec and Tremclad; • a broad line of specialty products targeted to solve problems for the paint contractor and the DIYer for applications that include surface preparation, mold and mildew prevention, wallpaper removal and application, and waterproofing, under our Zinsser, B-I-N, Bulls Eye 1-2-3, Cover Stain, DIF, FastPrime, Sealcoat, Jomax, Gardz, Perma-White, Shieldz, Watertite, Okon and Parks brand names; • cleaners sold under the Krud Kutter, Mean Green, Concrobium, Whink and Jomax brand names; • deck and fence restoration products under the Wolman brand name; • metallic and faux finish coatings marketed under our Modern Masters brand name; • exterior wood deck and concrete restoration systems, and flooring finishes marketed under our Restore and RockSolid brand names; • an assortment of other products, including hobby paints and cements marketed under our Testors brand name; and • a complete line of caulks, sealants, adhesives, insulating foam, spackling, glazing, and other general patch and repair products for home construction, repair and remodeling marketed through a wide assortment of DAP branded products, including, but not limited to, ‘33’, ‘53’, ‘1012’, 4000, 7000, Alex, Alex Fast Dry, Alex Plus, Alex Ultra, Alex Flex, Beats The Nail, Blend-Stick, Blockade, Butyl-Flex, Caulk-Be-Gone, Crack Shot, Custom-Patch, DAP 3.0, DAP CAP, DAPtex, Draftstop, DryDex, Dynaflex 230, Dynaflex Ultra, Dynagrip, Elastopatch, Extreme Stretch, Fast ‘N Final, FastPatch, Kwik Foam, Kwik Seal, Kwik Seal Plus, Kwik Seal Ultra, Mono, Mouse Shield, Patch Stick, Patch-N-Paint, Plastic Wood, Platinum Patch, Presto Patch, Quick Plug, Rapid Fuse, Rely-On, Seal ‘N Peel, SIDE Winder, Silicone Plus, Simple Seal, SMARTBOND, Storm Bond, StrongStik, Touch’N Foam, Touch’N Seal, Ultra Clear, Weldwood and Phenoseal, which is a brand of Gloucester Co., Inc., which is a subsidiary of DAP Products Inc. SPG Segment Our SPG segment products are sold throughout North America and many international locations, primarily in Europe and the Asia Pacific region. |
The SPG segment generated $0.6 billion in net sales for the fiscal year ended May 31, 2020 and includes the following major product lines and brand names: • fluorescent colorants and pigments marketed under our Day-Glo, Radiant, Viveri and Dane Color brand names; • shellac-based-specialty coatings for industrial and pharmaceutical uses, edible glazes, food coatings and ingredients marketed under our Mantrose-Haeuser, NatureSeal, Profile Food Ingredients and Holton Food Products brand names; • fire and water damage restoration products marketed under the Dri-Eaz, Unsmoke and ODORx brand names; • professional carpet cleaning and disinfecting products marketed under the Sapphire Scientific, Chemspec and Prochem brand names; • fuel additives marketed under our ValvTect brand name; • wood treatments marketed under our Kop-Coat and TRU CORE brand names; • pleasure marine coatings marketed under our Pettit, Woolsey and Z-Spar brand names; • wood furniture finishes and touch-up products marketed under our FinishWorks, Mohawk, Behlen, and Morrells brand names; • a variety of products for specialized applications, including powder coatings for exterior and interior applications marketed under our TCI brand name; and • nail enamel, polish and coating components for the personal care industry. |
These uncertainties and factors include (a) global markets and general economic conditions, including uncertainties surrounding the volatility in financial markets, the availability of capital and the effect of changes in interest rates, and the viability of banks and other financial institutions; (b) the prices, supply and capacity of raw materials, including assorted pigments, resins, solvents, and other natural gas- and oil-based materials; packaging, including plastic and metal containers; and transportation services, including fuel surcharges; (c) continued growth in demand for our products; (d) legal, environmental and litigation risks inherent in our construction and chemicals businesses and risks related to the adequacy of our insurance coverage for such matters; (e) the effect of changes in interest rates; (f) the effect of fluctuations in currency exchange rates upon our foreign operations; (g) the effect of non-currency risks of investing in and conducting operations in foreign countries, including those relating to domestic and international political, social, economic and regulatory factors; (h) risks and uncertainties associated with our ongoing acquisition and divestiture activities; (i) the timing of and the realization of anticipated cost savings from restructuring initiatives and the ability to identify additional cost savings opportunities; (j) risks related to the adequacy of our contingent liability reserves; and (k) risks relating to the recent outbreak of the coronavirus (Covid-19); and (l) other risks detailed in our filings with the SEC, including the risk factors set forth in our Form 10-K for the year ended May 31, 2020, as the same may be updated from time to time. |
Signature Title /s/ Frank C. Sullivan Chairman, President, Chief Executive Officer and a Director Frank C. Sullivan (Principal Executive Officer) /s/ Russell L. Gordon Vice President and Chief Financial Officer Russell L. Gordon (Principal Financial Officer) /s/ Keith R. Smiley Vice President-Finance and Controller Keith R. Smiley (Principal Accounting Officer) /s/ Kirkland B. Andrews Director Kirkland B. Andrews /s/ John M. Ballbach Director John M. Ballbach /s/ Bruce A. Carbonari Director Bruce A. Carbonari /s/ David A. Daberko Director David A. Daberko /s/ Jenniffer D. Deckard Director Jenniffer D. Deckard /s/ Salvatore D. Fazzolari Director Salvatore D. Fazzolari /s/ Thomas S. Gross Director Thomas S. Gross /s/ Julie A. Lagacy Director Julie A. Lagacy /s/ Robert A. Livingston Director Robert A. Livingston /s/ Frederick R. Nance Director Frederick R. Nance /s/ William B. Summers, Jr. Director William B. Summers, Jr. RPM International Inc. and Subsidiaries Valuation And Qualifying Accounts and Reserves (Schedule II) (1) Uncollectible accounts written off, net of recoveries (2) Primarily claims paid during the year, net of insurance contributions (3) Approximately $1.7 million of the additions are reflected in the line item entitled, “Restructuring Expense,” in our Consolidated Statements of Income. |
Our industrial segment generated $2.9 billion in net sales for the fiscal year ended May 31, 2019 and includes the following major product lines and brand names: Construction Products Group: • Waterproofing, coatings and institutional roofing systems used in building protection, maintenance and weatherproofing applications marketed under our Tremco, AlphaGuard, Endure, OneSeal, PowerPly, TremPly, TremLock, Vulkem and TREMproof brand names; • sealants, air barriers, tapes and foams that seal and insulate joints in various construction assemblies and glazing assemblies marketed under our Tremco, Dymonic, ExoAir and Spectrem brand names; • new residential home weatherization systems marketed under our TUFF-N-DRI, Watchdog Waterproofing and Enviro-Dri brand names; • specialized roofing and building maintenance and related services marketed by our Weatherproofing Technologies subsidiary; • sealing and bonding solutions for windows and doors, facades, interiors and exteriors under our illbruck brand name; • flooring, waterproofing and in-plant glazing solutions under our Tremco brand name; • high-performance resin flooring systems, epoxy floor paint and coatings, concrete repair and protection products and decorative concrete for industrial and commercial applications sold under our Flowcrete, Key Resins and RPM Belgium brand names; • rolled asphalt roofing materials, waterproofing products, and chemical admixtures marketed under our Viapol, Vandex and Betumat brand names; • concrete and masonry admixtures, concrete fibers, curing and sealing compounds, structural grouts and mortars, epoxy adhesives, injection resins, polyurethane foams, floor hardeners and toppings, joint fillers, industrial and architectural coatings, decorative color/stains/stamps, and a comprehensive selection of restoration materials marketed under the Euclid, CAVE, Toxement, Viapol, Dural, EUCO, Eucon, Fiberstrand, Increte Systems, Plastol, Sentinel, Speed Crete, Tuf-Strand, Prime Gel, Prime Bond, Prime Coat, Prime Guard, Prime Rez, Prime Flex and Tremco PUMA Expansion Joint System brand names; • solutions for fire stopping and intumescent steel coating under our Firetherm, Nullifire and TREMStop brand names; and • solutions for the manufacturing industry under our Pactan brand name. |
Performance Coatings Group: • high-performance polymer flooring products and services for industrial, institutional and commercial facilities, as well as offshore and marine structures and cruise, ferry and navy ships marketed under our Stonhard, Hummervoll, Kemtile, Liquid Elements, Expanko and API brand names; • high-performance, heavy-duty corrosion-control coatings, containment linings, railcar linings, fireproofing and soundproofing products and heat and cryogenic insulation products for a wide variety of industrial infrastructure and oil and gas-related applications marketed under our Carboline, Specialty Polymer Coatings, Nullifire, Charflame, Firefilm, A/D Fire, Strathmore, Thermo-Lag, Plasite and Perlifoc brand names; • specialty construction products and services for bridge expansion joints, structural bearings, bridge deck and parking deck membranes, highway markings, protective coatings and asphalt and concrete repair products marketed under our Universal Sealants, BridgeCare, StructureCare, Pitchmastic PMB, Nufins, Visul, Ekspan, Fibrecrete, Texacrete, Fibrejoint, Samiscreed and Epoplex brand names; • fiberglass reinforced plastic gratings and shapes used for industrial platforms, staircases and walkways marketed under our Fibergrate, Chemgrate, Corgrate, Fibregrid and Safe-T-Span brand names; and • amine curing agents, reactive diluents, specialty epoxy resins and other intermediates under our Arnette Polymers brand name. |
In addition, Rust-Oleum branded products in Canada are marketed under the Rust-Oleum, Tremclad, Varathane and Zinsser brand names; • a broad line of specialty products targeted to solve problems for the paint contractor and the DIYer for applications that include surface preparation, mold and mildew prevention, wallpaper removal and application, and waterproofing, under our Zinsser, B-I-N, Bulls Eye 1-2-3, Cover Stain, DIF, FastPrime, Sealcoat, Jomax, Gardz, Perma-White, Shieldz, Watertite, Okon and Parks brand names; • cleaners sold under the Whink brand name and floor sealers sold under the Miracle Sealants and 511 brand names; • deck and fence restoration products under the Wolman brand name; • metallic and faux finish coatings marketed under our Modern Masters brand name; • exterior wood deck and concrete restoration systems, and flooring finishes marketed under our Restore and RockSolid brand names; and • an assortment of other products, including hobby paints and cements marketed under our Testors brand name. |
DAP Group: • a complete line of caulks, sealants, adhesives, insulating foam, spackling, glazing, and other general patch and repair products for home construction, repair and remodeling marketed through a wide assortment of DAP branded products, including, but not limited to, ‘33’, ‘53’, ‘1012’, 4000, 7000, Alex, Alex Fast Dry, Alex Plus, Alex Ultra, Alex Flex, Beats The Nail, Blend-Stick, Blockade, Butyl-Flex, Caulk-Be-Gone, Crack Shot, Custom-Patch, DAP 3.0, DAP CAP, DAPtex, Draftstop, DryDex, Dynaflex 230, Dynaflex Ultra, Dynagrip, Elastopatch, Extreme Stretch, Fast ‘N Final, FastPatch, Kwik Foam, Kwik Seal, Kwik Seal Plus, Kwik Seal Ultra, Mono, Mouse Shield, Patch Stick, Patch-N-Paint, Plastic Wood, Platinum Patch, Presto Patch, Quick Plug, Rapid Fuse, Rely-On, Seal ‘N Peel, SIDE Winder, Silicone Plus, Simple Seal, SMARTBOND, Storm Bond, StrongStik, Touch’N Foam, Touch’N Seal, Ultra Clear, Weldwood and Phenoseal, which is a brand of Gloucester Co., Inc., which is a subsidiary of DAP Products Inc. SPG-Consumer Group: • nail enamel, polish and coating components for the personal care industry. |
The specialty segment generated $0.8 billion in net sales for the fiscal year ended May 31, 2019 and includes the following major product lines and brand names: • fluorescent colorants and pigments marketed under our Day-Glo, Radiant and Dane Color brand names; • shellac-based-specialty coatings for industrial and pharmaceutical uses, edible glazes, food coatings and ingredients marketed under our Mantrose-Haeuser, NatureSeal and Holton Food Products brand names; • highly insulated building cladding materials (Exterior Insulating and Finishing Systems, “EIFS”) principally marketed in the U.S., Canada, U.K. and Poland under the Dryvit brand name; • fire and water damage restoration products marketed under the Dri-Eaz, Unsmoke and ODORx brand names; • professional carpet cleaning and disinfecting products marketed under the Sapphire Scientific, Chemspec and Prochem brand names; • fuel additives marketed under our Valvtect brand name; • wood treatments marketed under our Kop-Coat and Tru-Core brand names; • pleasure marine coatings marketed under our Pettit, Woolsey and Z-Spar brand names; • wood furniture finishes and touch-up products marketed under our Finishworks, Mohawk, Behlen, and Morrells brand names; and • a variety of products for specialized applications, including powder coatings for exterior and interior applications marketed under our TCI brand name. |
Signature Title /s/ Frank C. Sullivan Chairman, President, Chief Executive Officer and a Director Frank C. Sullivan (Principal Executive Officer) /s/ Russell L. Gordon Vice President and Chief Financial Officer Russell L. Gordon (Principal Financial Officer) /s/ Keith R. Smiley Vice President-Finance and Controller Keith R. Smiley (Principal Accounting Officer) /s/ Kirkland B. Andrews Director Kirkland B. Andrews /s/ John M. Ballbach Director John M. Ballbach /s/ Bruce A. Carbonari Director Bruce A. Carbonari /s/ David A. Daberko Director David A. Daberko /s/ Jenniffer D. Deckard Director Jenniffer D. Deckard /s/ Salvatore D. Fazzolari Director Salvatore D. Fazzolari /s/ Thomas S. Gross Director Thomas S. Gross /s/ Julie A. Lagacy Director Julie A. Lagacy /s/ Robert A. Livingston Director Robert A. Livingston /s/ Frederick R. Nance Director Frederick R. Nance /s/ William B. Summers, Jr. Director William B. Summers, Jr. RPM International Inc. and Subsidiaries Valuation And Qualifying Accounts and Reserves (Schedule II) (1) Uncollectible accounts written off, net of recoveries (2) Primarily claims paid during the year, net of insurance contributions (3) Primarily transfers between current and noncurrent (4) Approximately $1.7 million of the additions is reflected in the line item entitled, “Restructuring Expense,” in our Consolidated Statements of Income. |
Performance Coatings Group: • high-performance polymer flooring systems for industrial, institutional and commercial facilities, as well as offshore and marine structures and cruise, ferry and navy ships marketed under our Stonhard, Flowcrete, Key Resin, RPM Belgium, Hummervoll and API brand names; • commercial, decorative flooring for architectural and design applications under the Flowcrete, Key Resin, Liquid Elements, Expanko, and Fritztile brand names; • fiberglass reinforced plastic gratings and shapes used for industrial platforms, staircases and walkways marketed under our Fibergrate, Chemgrate, Corgrate, Fibregrid and Safe-T-Span brand names; • high-performance, heavy-duty corrosion-control coatings, containment linings, fireproofing and soundproofing products and heat and cryogenic insulation products for a wide variety of industrial infrastructure and oil and gas-related applications marketed under our Carboline, Specialty Polymer Coatings, Nullifire, Charflame, Firefilm, A/D Fire, Thermo-Lag, Plasite and Perlifoc brand names; • rolled asphalt roofing materials, waterproofing products, and chemical admixtures marketed under our Viapol, Vandex and Betumat brand names; • concrete and masonry admixtures, concrete fibers, curing and sealing compounds, structural grouts and mortars, epoxy adhesives, injection resins, polyurethane foams, floor hardeners and toppings, joint fillers, industrial and architectural coatings, decorative color/stains/stamps, and a comprehensive selection of restoration materials marketed under the Euclid, CAVE, Toxement, Viapol, Dural, EUCO, Eucon, Fiberstrand, Increte Systems, Plastol, Sentinel, Speed Crete, Tuf-Strand, Prime Gel, Prime Bond, Prime Coat, Prime Guard, Prime Rez and Prime Flex brand names; • specialty construction products including bridge expansion joints, structural bearings, bridge deck and parking deck membranes, curb and channel drains, highway markings, protective coatings and asphalt and concrete repair products marketed under our Universal Sealants, BridgeCare, StructureCare, Pitchmastic, Nufins, Visul, EnviroKerb, EnviroChannel, EnviroDeck, EnviroGrate, Fibrecrete, Texacrete, Fibrejoint, Samiscreed and Epoplex brand names; and • amine curing agents, reactive diluents, specialty epoxy resins and other intermediates under our Arnette Polymers brand name. |
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