text
stringlengths 1.03k
343k
|
|---|
These statements include expectations concerning items such as: · amount, funding and timing of cash expenditures; scope; timing; costs; benefits; synergies and headcount impact relating to our restructuring initiatives · utilization of recorded restructuring liabilities · capital investments and strategic business acquisitions · share repurchases · payments under operating leases · borrowing capacity · global market risk · impact of oil price fluctuations, expectations concerning production at certain projects and comparative performance and prospects of businesses in our Global Energy segment · targeted credit rating metrics · long-term potential of our business · impact of changes in exchange rates and interest rates · losses due to concentration of credit risk · recognition of share-based compensation expense · future benefit plan payments · amortization expense · customer retention rate · bad debt experiences and customer credit worthiness · disputes, claims and litigation · environmental contingencies · returns on pension plan assets · funding of cash requirements, future cash flow and uses for cash · dividends · debt repayments · contributions to pension and postretirement healthcare plans · liquidity requirements and borrowing methods · impact of credit rating downgrade · impact of new accounting pronouncements · tax deductibility of goodwill · non-performance of counterparties · income taxes, including valuation allowances, loss carryforwards, unrecognized tax benefits and uncertain tax positions Without limiting the foregoing, words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “we believe,” “we expect,” “estimate,” “project” (including the negative or variations thereof) or similar terminology, generally identify forward-looking statements. |
There are inherent risks in our international operations, including: · exchange controls and currency restrictions; · currency fluctuations and devaluations; · tariffs and trade barriers; · export duties and quotas; · changes in the availability and pricing of raw materials, energy and utilities; · changes in local economic conditions; · changes in laws and regulations, including the imposition of economic sanctions affecting commercial transactions in countries such as the Russian Federation; · difficulties in managing international operations and the burden of complying with foreign laws; · requirements to include local ownership or management in our business; · economic and business objectives that differ from those of our joint venture partners; · exposure to possible expropriation, nationalization or other government actions; · restrictions on our ability to repatriate dividends from our subsidiaries; · unsettled political conditions, military action, civil unrest, acts of terrorism, force majeure, war or other armed conflict; and · countries whose governments have been hostile to U.S.-based businesses. |
Our substantial indebtedness may adversely affect our business, consolidated results of operations and financial position, including in the following respects: · requiring us to dedicate a substantial portion of our cash flows to debt service obligations, thereby potentially reducing the availability of cash flows to pay cash dividends and to fund working capital, capital expenditures, acquisitions, investments and other general operating requirements and opportunities; · limiting our ability to obtain additional financing to fund our working capital requirements, capital expenditures, acquisitions, investments, debt service obligations and other general operating requirements; · placing us at a relative competitive disadvantage compared to competitors that have less debt; · limiting flexibility to plan for, or react to, changes in the businesses and industries in which we operate, which may adversely affect our operating results and ability to meet our debt service obligations; and · increasing our vulnerability to adverse general economic and industry conditions. |
Ft.) Segment Majority Owned or Leased Joliet, IL USA 610,000 Global Institutional, Global Industrial Owned Tai Cang, CHINA 450,000 Global Institutional Owned Sugar Land, TX USA 350,000 Global Energy, Global Industrial Owned South Beloit, IL USA 313,000 Global Institutional, Global Industrial, Other Owned Chalons, FRANCE 280,000 Global Institutional, Global Industrial Owned Clearing, IL USA 270,000 Global Energy, Global Industrial Owned Jurong Island, SINGAPORE 250,000 Global Energy, Global Industrial Owned Garland, TX USA 239,000 Global Institutional, Global Industrial Owned Martinsburg, WV USA 228,000 Global Institutional, Global Industrial Owned Elwood City, PA USA 222,000 Global Energy, Global Industrial Owned Weavergate, UNITED KINGDOM 222,000 Global Industrial, Global Institutional Owned Greensboro, NC USA 193,000 Global Institutional Owned Fresno, TX USA 192,000 Global Energy Owned Nieuwegein, NETHERLANDS 168,000 Global Institutional, Global Industrial Owned La Romana, DOMINICAN REPUBLIC 160,000 Global Institutional Leased Tessenderlo, BELGIUM 153,000 Global Institutional Owned Cheltenham, AUSTRALIA 145,000 Global Institutional, Global Industrial Owned Suzano, BRAZIL 142,000 Global Energy, Global Industrial Owned McDonough, GA USA 141,000 Global Institutional, Global Industrial Owned Darra, AUSTRALIA 138,000 Global Institutional, Global Industrial Owned Corsicana, TX USA 137,000 Global Energy Owned Burlington, Ontario, CANADA 136,000 Global Energy, Global Industrial Owned Eagan, MN USA 133,000 Global Institutional, Global Industrial, Other Owned Huntington, IN USA 127,000 Global Institutional, Global Industrial Owned Rozzano, ITALY 126,000 Global Institutional, Global Industrial Owned City of Industry, CA USA 125,000 Global Institutional, Global Industrial Owned Garyville, LA USA 122,000 Global Energy, Global Industrial Owned Mississauga, CANADA 120,000 Global Institutional, Global Industrial Leased Aberdeen, UNITED KINGDOM 118,000 Global Energy Owned Elk Grove Village, IL USA 115,000 Global Institutional Leased Nanjing, CHINA 112,000 Global Energy, Global Industrial Owned Biebesheim, GERMANY 109,000 Global Energy, Global Industrial Owned Fort Worth, TX USA 101,000 Global Institutional Leased Johannesburg, SOUTH AFRICA 100,000 Global Institutional, Global Industrial Owned Hamilton, NEW ZEALAND 96,000 Global Institutional, Global Industrial Owned Calgary, Alberta, CANADA 94,000 Global Energy Owned Kwinana, AUSTRALIA 87,000 Global Institutional, Global Industrial Owned Revesby, AUSTRALIA 87,000 Global Institutional, Global Industrial Owned Yangsan, KOREA 85,000 Global Energy, Global Industrial Owned Cisterna, ITALY 80,000 Global Industrial Owned Rovigo, ITALY 77,000 Global Institutional Owned Cuautitlan, MEXICO 76,000 Global Institutional, Global Industrial Owned Barueri, BRAZIL 75,000 Global Institutional, Global Industrial Leased Mullingar, IRELAND 74,000 Global Institutional, Global Industrial Leased Mosta, MALTA 73,000 Global Institutional Leased Generally, our manufacturing facilities are adequate to meet our existing in-house production needs. |
There are inherent risks in our international operations, including: · exchange controls and currency restrictions; · currency fluctuations and devaluations; · tariffs and trade barriers; · export duties and quotas; · changes in the availability and pricing of raw materials, energy and utilities; · changes in local economic conditions; · changes in laws and regulations, including the imposition of economic sanctions affecting commercial transactions in countries such as the Russian Federation; · difficulties in managing international operations and the burden of complying with foreign laws; · difficulties in collecting receivables or realizing other assets, including with respect to a joint venture investment in Kazakhstan as discussed at page 28 of the Management’s Discussion & Analysis section of the Annual Report incorporated by reference with respect to Item 7 of Part II of this Form 10-K; · requirements to include local ownership or management in our business; · economic and business objectives that differ from those of our joint venture partners; · exposure to possible expropriation, nationalization or other government actions; · restrictions on our ability to repatriate dividends from our subsidiaries; · unsettled political conditions, military action, civil unrest, acts of terrorism, force majeure, war or other armed conflict; and · countries whose governments have been hostile to U.S.-based businesses. |
Our substantial indebtedness may adversely affect our business, consolidated results of operations and financial position including in the following respects: · requiring us to dedicate a substantial portion of our cash flows to debt service obligations, thereby potentially reducing the availability of cash flows to pay cash dividends and to fund working capital, capital expenditures, acquisitions, investments and other general operating requirements and opportunities; · limiting our ability to obtain additional financing to fund our working capital requirements, capital expenditures, acquisitions, investments, debt service obligations and other general operating requirements; · placing us at a relative competitive disadvantage compared to competitors that have less debt; · limiting flexibility to plan for, or react to, changes in the businesses and industries in which we operate, which may adversely affect our operating results and ability to meet our debt service obligations; and · increasing our vulnerability to adverse general economic and industry conditions. |
Potential difficulties that we may encounter as part of the integration activities and restructuring plans, which may preclude us from fully realizing the anticipated benefits of the Nalco and Champion transactions, including expected synergies, include the following: · complexities associated with managing the combined businesses, including the challenge of integrating complex information technology systems, communications systems, financial reporting systems, supply chain and procurement arrangements and other assets of Nalco and Champion in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; · the possibility that our businesses may suffer as a result of uncertainty surrounding the impact of the integration on employees and customers; · potential unknown liabilities in the legacy Nalco and Champion businesses or arising out of integration of the businesses; · unforeseen increased expenses or delays associated with the integration of the various businesses; · the inability to successfully combine the businesses of the companies in a manner that permits us to achieve the full revenue and cost synergies anticipated to result from these transactions; · problems that may arise in integrating the workforces of the companies, including the possible loss of key employees; · potential problems in maintaining and integrating effective disclosure controls and procedures and internal control over financial reporting for the combined company; and · the disruption of, or the loss of momentum in, our ongoing businesses or inconsistencies in standards, controls, procedures and policies, any of which could adversely affect our ability to maintain relationships with customers, suppliers, employees and other constituencies or our ability to achieve the anticipated benefits of the transactions or could reduce the combined company’s earnings or otherwise adversely affect the business and financial results of the combined company. |
Our substantial indebtedness may adversely affect our business, consolidated results of operations and financial position including in the following respects: · requiring us to dedicate a substantial portion of our cash flows to debt service obligations, thereby potentially reducing the availability of cash flows to pay cash dividends and to fund working capital, capital expenditures, acquisitions, investments and other general operating requirements and opportunities; · limiting our ability to obtain additional financing to fund our working capital requirements, capital expenditures, acquisitions, investments, debt service obligations and other general operating requirements; · placing us at a relative competitive disadvantage compared to competitors that have less debt; · limiting flexibility to plan for, or react to, changes in the businesses and industries in which we operate, which may adversely affect our operating results and ability to meet our debt service obligations; and · increasing our vulnerability to adverse general economic and industry conditions. |
Potential difficulties that we may encounter as part of the integration process, which may preclude us from fully realizing the anticipated benefits of the merger, including expected synergies, include the following: · complexities associated with managing the combined businesses, including the challenge of integrating complex information technology systems, communications systems, financial reporting systems, supply chain and procurement arrangements and other assets of Nalco in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; · the possibility that our businesses may suffer as a result of uncertainty surrounding the impact of the integration on employees and customers; · potential unknown liabilities in the legacy Nalco business or arising out of the integration; · unforeseen increased expenses or delays associated with the integration; · the inability to successfully combine the businesses of Ecolab and Nalco in a manner that permits us to achieve the full revenue and cost synergies anticipated to result from the merger; · problems that may arise in integrating the workforces of the two companies, including the possible loss of key employees; · potential problems in maintaining and integrating effective disclosure controls and procedures and internal control over financial reporting for the combined company; and · the disruption of, or the loss of momentum in, our ongoing businesses or inconsistencies in standards, controls, procedures and policies, any of which could adversely affect our ability to maintain relationships with customers, suppliers, employees and other constituencies or our ability to achieve the anticipated benefits of the merger or could reduce the combined company’s earnings or otherwise adversely affect the business and financial results of the combined company. |
The closing of the pending Champion acquisition is subject to a number of risks, including, among other things, risks that: · the regulatory approvals or clearances required for the acquisition, including clearance under the HSR Act, may not be obtained, or required regulatory approvals may delay the transaction or result in the imposition of conditions that could have a material adverse effect on the Company or cause the Company to abandon the transaction, in which case it will not realize the potential benefits associated with the acquisition; · the other conditions to the closing of the acquisition may not be satisfied resulting in the Company abandoning the transaction, in which case it will not realize the potential benefits associated with the acquisition; · a material adverse change, event or occurrence may affect the Company or Champion prior to the closing of the transaction and may delay the acquisition or cause the Company to abandon the transaction, in which case it will not realize the potential benefits associated with the acquisition; In addition, if the acquisition is completed, the anticipated success of the acquisition is subject to a number of risks, including, among other things, risks that: · problems may arise in successfully integrating the businesses of the Company and Champion, particularly in light of the continuing integration efforts and challenges resulting from the Nalco merger, which may result in the combined business not operating as effectively and efficiently as expected; · the acquisition may involve unexpected costs, unexpected liabilities or unexpected delays; · the credit ratings of the Company may be different from what the Company currently expects; · the businesses of the Company or Champion may suffer as a result of uncertainty surrounding the acquisition; and · disruptions from the transaction could harm relationships with customers, employees and suppliers. |
Our substantial indebtedness may adversely affect our business, consolidated results of operations and financial position including in the following respects: · requiring us to dedicate a substantial portion of our cash flows to debt service obligations, thereby potentially reducing the availability of cash flows to pay cash dividends and to fund working capital, capital expenditures, acquisitions, investments and other general operating requirements and opportunities; · limiting our ability to obtain additional financing to fund our working capital requirements, capital expenditures, acquisitions, investments, debt service obligations and other general operating requirements; · placing us at a relative competitive disadvantage compared to competitors that have less debt; · limiting flexibility to plan for, or react to, changes in the businesses and industries in which we operate, which may adversely affect our operating results and ability to meet our debt service obligations; and · increasing our vulnerability to adverse general economic and industry conditions. |
Potential difficulties that we may encounter as part of the integration process, which may preclude us from realizing the anticipated benefits of the merger, including expected synergies, include the following: · complexities associated with managing the combined businesses, including the challenge of integrating complex information technology systems, communications systems, financial reporting systems, supply chain and procurement arrangements and other assets of Nalco in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; · the possibility that our businesses may suffer as a result of uncertainty surrounding the impact of the integration on employees and customers; · potential unknown liabilities in the legacy Nalco business or arising out of the integration; · unforeseen increased expenses or delays associated with the integration; · the inability to successfully combine the businesses of Ecolab and Nalco in a manner that permits us to achieve the full revenue and cost synergies anticipated to result from the merger; · problems that may arise in integrating the workforces of the two companies, including the possible loss of key employees; · potential problems in maintaining and integrating effective disclosure controls and procedures and internal control over financial reporting for the combined company; · the lack of depth of personnel or other resources to pursue other potential business opportunities, such as possible acquisition opportunities; and · the disruption of, or the loss of momentum in, our ongoing businesses or inconsistencies in standards, controls, procedures and policies, any of which could adversely affect our ability to maintain relationships with customers, suppliers, employees and other constituencies or our ability to achieve the anticipated benefits of the merger or could reduce the combined company’s earnings or otherwise adversely affect the business and financial results of the combined company. |
Our substantial indebtedness may adversely affect our business, consolidated results of operations and financial position including in the following respects: · requiring us to dedicate a substantial portion of our cash flows to debt service obligations, thereby potentially reducing the availability of cash flows to pay cash dividends and to fund working capital, capital expenditures, acquisitions, investments and other general operating requirements and opportunities; · limiting our ability to obtain additional financing to fund our working capital requirements, capital expenditures, acquisitions, investments, debt service obligations and other general operating requirements; · placing us at a relative competitive disadvantage compared to competitors that have less debt; · limiting flexibility to plan for, or react to, changes in the businesses and industries in which we operate, which may adversely affect our operating results and ability to meet our debt service obligations; and · increasing our vulnerability to adverse general economic and industry conditions. |
De Schutter, Stefan Hamelmann, Jerry A. Grundhofer, Joel W. Johnson, Jerry W. Levin, Robert L. Lumpkins, Beth M. Pritchard, Kasper Rorsted and John J. Zillmer Director not signing: Hans Van Bylen REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENT SCHEDULE To the Shareholders and Directors of Ecolab Inc.: Our audits of the consolidated financial statements, of management’s assessment of the effectiveness of internal control over financial reporting and of the effectiveness of internal control over financial reporting referred to in our report, dated February 23, 2007, which contains an explanatory paragraph indicating that Ecolab Inc. changed the manner in which it accounts for defined benefit and other post retirement plans effective December 31, 2006, appearing in the 2006 Annual Report to Shareholders of Ecolab Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 15.I(2). |
2-60010; 2-74944; 33-1664; 33-41828; 2-90702; 33-18202; 33-55986; 33-56101; 333-95043; 333-109890; 33-26241; 33-34000; 33-56151; 333-18627; 333-109891; 33-39228; 33-56125; 333-70835; 33-60266; 333-95041; 33-65364; 333-18617; 333-40239; 333-95037; 333-50969; 333-58360; 333-97927; 333-115567; 333-115568; 333-129427; 333-129428; 333-115568; and 333-132139) of Ecolab Inc. of our report dated February 23, 2007 relating to the consolidated financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in the Annual Report to Shareholders, which is incorporated in this Annual Report on Form 10-K. We also consent to the inclusion in this Annual Report on Form 10-K of our report dated February 23, 2007 relating to the financial statement schedule, which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Minneapolis, Minnesota February 28, 2007 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS ECOLAB INC. (In Thousands) (A) Includes the effects of changes in currency translation and business acquisitions. |
Risks and uncertainties that may affect our operating results and business performance include: • the vitality of the foodservice, hospitality, travel, health care and food processing industries; • restraints on pricing flexibility due to competitive factors, customer or vendor consolidations, and existing contractual obligations; • changes in oil or raw material prices or unavailability of adequate and reasonably priced raw materials or substitutes therefore; • the occurrence of capacity constraints or the loss of a key supplier or the inability to obtain or renew supply agreements on favorable terms; • the effect of future acquisitions or divestitures or other corporate transactions; • our ability to achieve plans for past acquisitions; • the costs and effects of complying with: (i) laws and regulations relating to the environment and to the manufacture, storage, distribution, efficacy and labeling of our products, and (ii) changes in tax, fiscal, governmental and other regulatory policies; • economic factors such as the worldwide economy, interest rates and currency movements including, in particular, our exposure to foreign currency risk; • the occurrence of (a) litigation or claims, (b) the loss or insolvency of a major customer or distributor, (c) war (including acts of terrorism or hostilities which impact our markets), (d) natural or manmade disasters, or (e) severe weather conditions or public health epidemics affecting the foodservice, hospitality and travel industries; • loss of, or changes in, executive management; • our ability to continue product introductions or reformulations and technological innovations; and • other uncertainties or risks reported from time to time in our reports to the Securities and Exchange Commission. |
The Rights will separate from the Common Stock upon the earliest of (i) 10 business days following a public announcement that a person or group (an “Acquiring Person”), together with persons affiliated or associated with it, has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Stock (the “Stock Acquisition Date”), (ii) 10 business days (or such later date as the Board of Directors of the Registrant shall determine) following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 15% or more of such outstanding shares of Common Stock, or (iii) 10 business days following a determination by the Board of Directors of the Registrant that a person (an “Adverse Person”), alone or together with its affiliates and associates, has become the beneficial owner of more than 10% of the Common Stock and that (a) such beneficial ownership is intended to cause the Registrant to repurchase the Common Stock beneficially owned by such person or to cause pressure on the Registrant to take action or enter into transactions intended to provide such person with short-term financial gain under circumstances where the Board of Directors of the Registrant determines that the best long-term interests of the Registrant would not be served by taking such action or entering into such transactions at the time, or (b) such beneficial ownership is causing or reasonably likely to cause a material adverse impact on the business or prospects of the Registrant; provided, however, that the Board of Directors of the Registrant shall not declare any person to be an Adverse Person if such person has reported or is required to report its ownership of Common Stock on Schedule 13G under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or on Schedule 13D under the Exchange Act which Schedule 13D does not state any intention to, or reserve the right to, control or influence the Registrant or engage in certain other actions, so long as such person neither reports nor is required to report such ownership other than as described in this proviso (the earliest of such dates being called the “Distribution Date”). |
In the event that any person shall become (a) an Acquiring Person (except (i) pursuant to an offer for all outstanding shares of Common Stock which the independent directors of the Registrant determine to be fair to and otherwise in the best interest of the Registrant and its stockholders after receiving advice from one or more investment banking firms (a “Qualifying Offer”) and (ii) for certain persons who report their ownership on Schedule 13G under the Exchange Act or on Schedule 13D under the Exchange Act, provided that they do not state any intention to, or reserve the right to, control or influence the Registrant and such persons certify that they became an Acquiring Person inadvertently and they agree that they will not acquire any additional shares of Common Stock) or (b) an Adverse Person (either such event is referred to herein as a “Triggering Event”), then the Rights will “flip-in” and entitle each holder of a Right, except as provided below, to purchase, upon exercise at the then- current Purchase Price, that number of shares of Common Stock having a market value of two times such Purchase Price. |
In addition, the Purchase Price is subject to adjustment from time to time to prevent dilution upon the (i) declaration of a dividend on the Preferred Stock payable in shares of Preferred Stock, (ii) subdivision of the outstanding Preferred Stock, (iii) combination of the outstanding Preferred Stock into a smaller number of shares, (iv) issuance of any shares of the Registrant’s capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Registrant is the continuing or surviving corporation), (v) grant to holders of the Preferred Stock of certain rights, options, or warrants to subscribe for Preferred Stock or securities convertible into Preferred Stock at less than the current market price of the Preferred Stock or (vi) distribution to holders of the Preferred Stock of cash (other than a regular quarterly cash dividend out of the earnings or retained earnings of the Registrant), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or evidences of indebtedness, or of subscription rights or warrants. |
2-60010; 2-74944; 33-1664; 33-41828; 2-90702; 33-18202; 33-55986; 33-56101; 333-95043; 333-109890; 33-26241; 33-34000; 33-56151; 333-18627; 333-109891; 33-39228; 33-56125; 333-70835; 33-60266; 333-95041; 33-65364; 333-18617; 333-79449; 333-40239; 333-95037; 333-50969; 333-58360; 333-97927; 333-115567; 333-115568; 333-129427; and 333-129428) of our report dated February 24, 2006 relating to the consolidated financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting which appears in the 2005 Annual Report to Shareholders of Ecolab Inc., which is incorporated by reference in this Annual Report on Form 10-K. We also consent to the inclusion in this Annual Report on Form 10-K of our report dated February 24, 2006 relating to the financial statement schedule of Ecolab Inc. which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Minneapolis, Minnesota February 28, 2006 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS ECOLAB INC. (In Thousands) (A) Includes the effects of changes in currency translation and business acquisitions. |
2-60010; 2-74944; 33-1664; 33-41828; 2-90702; 33-18202; 33-55986; 33-56101; 333-95043; 333-109890; 33-26241; 33-34000; 33-56151; 333-18627; 333-109891; 33-39228; 33-56125; 333-70835; 33-60266; 333-95041; 33-65364; 333-18617; 333-79449; 333-40239; 333-95037; 333-50969; 333-58360; and 333-97927) of our report dated February 26, 2004 relating to the consolidated financial statements of Ecolab Inc. as of December 31, 2003, 2002 and 2001 and for the years then ended, which appears in the 2003 Annual Report to Shareholders of Ecolab Inc., which is incorporated by reference in this Annual Report on Form 10-K of Ecolab Inc. We also consent to the inclusion in this Annual Report on Form 10-K of our report dated February 26, 2004 relating to the financial statement schedule of Ecolab Inc. as of December 31, 2003, 2002 and 2001 and for the years then ended, which also appears in this Form 10-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Minneapolis, Minnesota March 5, 2004 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS ECOLAB INC. (In Thousands) (A) Included the effects of changes in currency translation and business acquisition, including Henkel-Ecolab in 2001 (B) Uncollectible accounts charged off, net of recovery of accounts previously written off. |
2-60010; 2-74944; 33-1664; 33-41828; 2-90702; 33-18202; 33-55986; 33-56101; 333-95043; 33-26241; 33-34000; 33-56151; 333-18627; 33-39228; 33-56125; 333-70835; 33-60266; 333-95041; 33-65364; 333-18617; 333-79449; 333-40239; 333-95037; 333-50969; 333-58360; and 333-97927) of our report dated February 18, 2003 relating to the consolidated financial statements of Ecolab Inc. as of December 31, 2002, 2001 and 2000 and for the years then ended, which appears in the 2002 Annual Report to Shareholders of Ecolab Inc., which is incorporated by reference in this Annual Report on Form 10-K of Ecolab Inc. We also consent to the inclusion in this Annual Report on Form 10-K of our report dated February 18, 2003 relating to the financial statement schedule of Ecolab Inc. as of December 31, 2002, 2001 and 2000 and for the years then ended, which also appears in this Form 10-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Minneapolis, Minnesota March 7, 2003 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS ECOLAB INC. (In Thousands) (A) Included the effects of changes in currency translation and business acquisitions, including Henkel-Ecolab in 2001. |
Exhibits, Financial Statement Schedules, Signatures 3.1Certificate of incorporation and all amendments thereto (incorporated by reference to Exhibit 3.1 to Espey’s Report on Form 10 -K for the year ended June 30, 2004 and Report on Form 10-Q for the quarter ended December 31, 2004) 3.2Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to Espey’s Report on Form 8 -K dated September 21, 2020) 4.1Description of Capital Stock (incorporated by reference to Espey's Report on Form 8-K dated October 7, 2005) 10.32007 Stock Option and Restricted Stock Plan (incorporated by reference to Espey’s Proxy Statement dated October 23, 2007 for the November 30, 2007 Annual Meeting) 10.42017 Stock Option and Restricted Stock Plan (incorporated by reference to Espey’s Proxy Statement dated October 27, 2017 for the December 1, 2017 Annual Meeting) 10.13Executive Employment Agreement with David O’Neil (incorporated by reference to Exhibit 10.13 on Espey’s Report on Form 8 -K dated March 4, 2013) 10.14Executive Employment Agreement with Peggy Murphy (incorporated by reference to Exhibit 10.14 on Espey’s Report on Form 8 -K dated March 4, 2013) 10.16 Employment Agreement dated January 16, 2018 with Patrick Enright, Jr. (incorporated by reference to Exhibit 10.16 on Espey’s Report on Form 8-K dated January 16, 2018 10.17Settlement Agreement dated July 31, 2018, by and among Espey Mfg. |
& Electronics Corp. and Registrar and Transfer Company (incorporated by reference to Exhibit 4.01 to Espey’s Report on Form 8-K dated December 18, 2009) 4.2Description of Capital Stock (incorporated by reference to Espey's Report on Form 8-K dated October 7, 2005) 10.32007 Stock Option and Restricted Stock Plan (incorporated by reference to Espey’s Proxy Statement dated October 23, 2007 for the November 30, 2007 Annual Meeting) 10.42017 Stock Option and Restricted Stock Plan (incorporated by reference to Espey’s Proxy Statement dated October 27, 2017 for the December 1, 2017 Annual Meeting) 10.13Executive Employment Agreement with David O’Neil (incorporated by reference to Exhibit 10.13 on Espey’s Report on Form 8 -K dated March 4, 2013) 10.14Executive Employment Agreement with Peggy Murphy (incorporated by reference to Exhibit 10.14 on Espey’s Report on Form 8 -K dated March 4, 2013) 10.16 Employment Agreement dated January 16, 2018 with Patrick Enright, Jr. (incorporated by reference to Exhibit 10.16 on Espey’s Report on Form 8-K dated January 16, 2018 10.17Settlement Agreement dated July 31, 2018, by and among Espey Mfg. |
& Electronics Corp. and Registrar and Transfer Company (incorporated by reference to Exhibit 4.01 to Espey’s Report on Form 8-K dated December 18, 2009) 4.2Description of Capital Stock (incorporated by reference to Espey's Report on Form 8-K dated October 7, 2005) 10.32007 Stock Option and Restricted Stock Plan (incorporated by reference to Espey’s Proxy Statement dated October 23, 2007 for the November 30, 2007 Annual Meeting) 10.42017 Stock Option and Restricted Stock Plan (incorporated by reference to Espey’s Proxy Statement dated October 27, 2017 for the December 1, 2017 Annual Meeting) 10.5Retired Director Compensation Program and Mandatory Retirement Agreement (amended effective June 2, 2017) (incorporated by reference to Espey’s Report on Form 10-K dated September 14, 2017 for the year ended June 30, 2017) 10.6Director Contingent Severance Compensation Agreement - Paul J. Corr dated March 2, 2018 (incorporated by reference to Epsey’s Report on Form 8-K dated March 2, 2018) 10.7Director Contingent Severance Compensation Agreement - Carl Helmetag dated March 2, 2018 (incorporated by reference to Epsey’s Report on Form 8-K dated March 2, 2018) 10.8Retired Director Compensation Program and Mandatory Retirement Agreement - Barry Pinsley (incorporated by reference to Exhibit 10.8 to Espey's Report on Form 10-Q dated May 12, 2011) and (incorporated by reference 10.5 to Espey’s Report on Form 10-K dated September 14, 2017 for the year end June 30, 2017) 10.9Director Contingent Severance Compensation Agreement - Howard Pinsley dated March 2, 2018 (incorporated by reference to Epsey’s Report on Form 8-K dated March 2, 2018) 10.10Director Contingent Severance Compensation Agreement - Alvin Sabo dated March 2, 2018 (incorporated by reference to Epsey’s Report on Form 8-K dated March 2, 2018) 10.11Director Contingent Severance Compensation Agreement - Michael Wool dated March 2, 2018 (incorporated by reference to Epsey’s Report on Form 8-K dated March 2, 2018) 10.13Executive Employment Agreement with David O’Neil (incorporated by reference to Exhibit 10.13 on Espey’s Report on Form 8 -K dated March 4, 2013) 10.14Executive Employment Agreement with Peggy Murphy (incorporated by reference to Exhibit 10.14 on Espey’s Report on Form 8 -K dated March 4, 2013) 10.16 Employment Agreement dated January 16, 2018 with Patrick Enright, Jr. (incorporated by reference to Exhibit 10.16 on Espey’s Report on Form 8-K dated January 16, 2018 10.17Settlement Agreement dated July 31, 2018, by and among Espey Mfg. |
& Electronics Corp. and Registrar and Transfer Company (incorporated by reference to Exhibit 4.01 to Espey’s Report on Form 8-K dated December 18, 2009) 4.2Description of Capital Stock (incorporated by reference to Espey's Report on Form 8-K dated October 7, 2005) 10.32007 Stock Option and Restricted Stock Plan (incorporated by reference to Espey’s Proxy Statement dated October 23, 2007 for the November 30, 2007 Annual Meeting) 10.5Retired Director Compensation Program and Mandatory Retirement Agreement (amended effective June 2, 2017) (filed herewith) 10.6Retired Director Compensation Program and Mandatory Retirement Agreement - Paul Corr (incorporated by reference to Exhibit 10.6 to Espey's Report on Form 10-Q dated May 12, 2011) 10.7Retired Director Compensation Program and Mandatory Retirement Agreement - Carl Helmetag (incorporated by reference to Exhibit 10.7 to Espey's Report on Form 10-Q dated May 12, 2011) 10.8Retired Director Compensation Program and Mandatory Retirement Agreement - Barry Pinsley (incorporated by reference to Exhibit 10.8 to Espey's Report on Form 10-Q dated May 12, 2011) 10.9Retired Director Compensation Program and Mandatory Retirement Agreement - Howard Pinsley (incorporated by reference to Exhibit 10.9 to Espey's Report on Form 10-Q dated May 12, 2011) 10.10Retired Director Compensation Program and Mandatory Retirement Agreement - Alvin Sabo (incorporated by reference to Exhibit 10.10 to Espey's Report on Form 10-Q dated May 12, 2011) 10.11Retired Director Compensation Program and Mandatory Retirement Agreement - Michael Wool (incorporated by reference to Exhibit 10.11 to Espey's Report on Form 10-Q dated May 12, 2011) 10.13Executive Employment Agreement with David O’Neil (incorporated by reference to Exhibit 10.13 on Espey’s Report on Form 8-K dated March 4, 2013) 10.14Executive Employment Agreement with Peggy Murphy (incorporated by reference to Exhibit 10.14 on Espey’s Report on Form 8-K dated March 4, 2013) 10.15Executive Employment Agreement with Patrick Enright, Jr. (incorporated by reference to Exhibit 10.15 on Espey’s Report on Form 8-K dated January 20, 2015) 10.15aFirst Amendment to Employment Agreement with Patrick Enright, Jr. (incorporated by reference to Exhibit 10.15a on Espey’s Report on Form 8-K dated March 7, 2016) 11.1Statement re: Computation of Per Share Net income (filed herewith) 14.1Code of ethics (incorporated by reference to Espey’s website www.espey.com) 23.1Consent of Freed Maxick CPAs, P.C. |
& Electronics Corp. and Registrar and Transfer Company (incorporated by reference to Exhibit 4.01 to Espey’s Report on Form 8-K dated December 18, 2009) 4.2Description of Capital Stock (incorporated by reference to Espey's Report on Form 8-K dated October 7, 2005) 10.12000 Stock Option Plan (incorporated by reference to Espey's Definitive Proxy Statement dated December 6, 1999 for the January 4, 2000 Annual Meeting) 10.32007 Stock Option and Restricted Stock Plan (incorporated by reference to Espey’s Proxy Statement dated October 23, 2007 for the November 30, 2007 Annual Meeting) 10.5Retired Director Compensation Program and Mandatory Retirement Agreement (incorporated by reference to Exhibit 10.5 to Espey's Report on Form 10-Q dated May 12, 2011) 10.6Retired Director Compensation Program and Mandatory Retirement Agreement - Paul Corr (incorporated by reference to Exhibit 10.6 to Espey's Report on Form 10-Q dated May 12, 2011) 10.7Retired Director Compensation Program and Mandatory Retirement Agreement - Carl Helmetag (incorporated by reference to Exhibit 10.7 to Espey's Report on Form 10-Q dated May 12, 2011) 10.8Retired Director Compensation Program and Mandatory Retirement Agreement - Barry Pinsley (incorporated by reference to Exhibit 10.8 to Espey's Report on Form 10-Q dated May 12, 2011) 10.9Retired Director Compensation Program and Mandatory Retirement Agreement - Howard Pinsley (incorporated by reference to Exhibit 10.9 to Espey's Report on Form 10-Q dated May 12, 2011) 10.10Retired Director Compensation Program and Mandatory Retirement Agreement - Alvin Sabo (incorporated by reference to Exhibit 10.10 to Espey's Report on Form 10-Q dated May 12, 2011) 10.11Retired Director Compensation Program and Mandatory Retirement Agreement - Michael Wool (incorporated by reference to Exhibit 10.11 to Espey's Report on Form 10-Q dated May 12, 2011) 10.13Executive Employment Agreement with David O’Neil (incorporated by reference to Exhibit 10.13 on Espey’s Report on Form 8-K dated March 4, 2014) 10.14Executive Employment Agreement with Peggy Murphy (incorporated by reference to Exhibit 10.14 on Espey’s Report on Form 8-K dated March 4, 2014) 10.15Executive Employment Agreement with Patrick Enright, Jr. (incorporated by reference to Exhibit 10.15 on Espey’s Report on Form 8-K dated January 20, 2015) 10.15aFirst Amendment to Employment Agreement with Patrick Enright, Jr. (incorporated by reference to Exhibit 10.15a on Espey’s Report on Form 8-K dated March 7, 2016) 11.1Statement re: Computation of Per Share Net income (filed herewith) 14.1Code of ethics (incorporated by reference to Espey’s website www.espey.com) 23.1Consent of Freed Maxick CPAs, P.C. |
& Electronics Corp. and Registrar and Transfer Company (incorporated by reference to Exhibit 4.01 to Espey’s Report on Form 8-K dated December 18, 2009) 4.2 Description of Capital Stock (incorporated by reference to Espey's Report on Form 8-K dated October 7, 2005) 10.1 2000 Stock Option Plan (incorporated by reference to Espey's Definitive Proxy Statement dated December 6, 1999 for the January 4, 2000 Annual Meeting) 10.3 2007 Stock Option and Restricted Stock Plan (incorporated by reference to Espey’s Proxy Statement dated October 23, 2007 for the November 30, 2007 Annual Meeting) 10.5 Retired Director Compensation Program and Mandatory Retirement Agreement (incorporated by reference to Exhibit 10.5 to Espey's Report on Form 10-Q dated May 12, 2011) 10.6 Retired Director Compensation Program and Mandatory Retirement Agreement - Paul Corr (incorporated by reference to Exhibit 10.6 to Espey's Report on Form 10-Q dated May 12, 2011) 10.7 Retired Director Compensation Program and Mandatory Retirement Agreement - Carl Helmetag (incorporated by reference to Exhibit 10.7 to Espey's Report on Form 10-Q dated May 12, 2011) 10.8 Retired Director Compensation Program and Mandatory Retirement Agreement - Barry Pinsley (incorporated by reference to Exhibit 10.8 to Espey's Report on Form 10-Q dated May 12, 2011) 10.9 Retired Director Compensation Program and Mandatory Retirement Agreement - Howard Pinsley (incorporated by reference to Exhibit 10.9 to Espey's Report on Form 10-Q dated May 12, 2011) 10.10 Retired Director Compensation Program and Mandatory Retirement Agreement - Alvin Sabo (incorporated by reference to Exhibit 10.10 to Espey's Report on Form 10-Q dated May 12, 2011) 10.11 Retired Director Compensation Program and Mandatory Retirement Agreement - Michael Wool (incorporated by reference to Exhibit 10.11 to Espey's Report on Form 10-Q dated May 12, 2011) 10.12 Executive Employment Agreement with Mark St. Pierre (incorporated by reference to Exhibit 10.12 on Espey’s Report on Form 8-K dated March 4, 2014) 10.13 Executive Employment Agreement with David O’Neil (incorporated by reference to Exhibit 10.13 on Espey’s Report on Form 8-K dated March 4, 2014) 10.14 Executive Employment Agreement with Peggy Murphy (incorporated by reference to Exhibit 10.14 on Espey’s Report on Form 8-K dated March 4, 2014) 10.15 Executive Employment Agreement with Patrick Enright, Jr. (incorporated by reference to Exhibit 10.15 on Espey’s Report on Form 8-K dated January 20, 2015) 11.1 Statement re: Computation of Per Share Net income (filed herewith) 14.1 Code of ethics (incorporated by reference to Espey’s website www.espey.com) 23.1 Consent of FreedMaxick CPAs, P.C. |
& Electronics Corp. and Registrar and Transfer Company (incorporated by reference to Exhibit 4.01 to Espey’s Report on Form 8-K dated December 18, 2009) 4.2Description of Capital Stock (incorporated by reference to Espey's Report on Form 8-K dated October 7, 2005) 10.12000 Stock Option Plan (incorporated by reference to Espey's Definitive Proxy Statement dated December 6, 1999 for the January 4, 2000 Annual Meeting) 10.32007 Stock Option and Restricted Stock Plan (incorporated by reference to Espey’s Proxy Statement dated October 23, 2007 for the November 30, 2007 Annual Meeting) 10.5Retired Director Compensation Program and Mandatory Retirement Agreement (incorporated by reference to Exhibit 10.5 to Espey's Report on Form 10-Q dated May 12, 2011) 10.6Retired Director Compensation Program and Mandatory Retirement Agreement - Paul Corr (incorporated by reference to Exhibit 10.6 to Espey's Report on Form 10-Q dated May 12, 2011) 10.7Retired Director Compensation Program and Mandatory Retirement Agreement - Carl Helmetag (incorporated by reference to Exhibit 10.7 to Espey's Report on Form 10-Q dated May 12, 2011) 10.8Retired Director Compensation Program and Mandatory Retirement Agreement - Barry Pinsley (incorporated by reference to Exhibit 10.8 to Espey's Report on Form 10-Q dated May 12, 2011) 10.9Retired Director Compensation Program and Mandatory Retirement Agreement - Howard Pinsley (incorporated by reference to Exhibit 10.9 to Espey's Report on Form 10-Q dated May 12, 2011) 10.10Retired Director Compensation Program and Mandatory Retirement Agreement - Alvin Sabo (incorporated by reference to Exhibit 10.10 to Espey's Report on Form 10-Q dated May 12, 2011) 10.11Retired Director Compensation Program and Mandatory Retirement Agreement - Michael Wool (incorporated by reference to Exhibit 10.11 to Espey's Report on Form 10-Q dated May 12, 2011) 10.12Executive Employment Agreement with Mark St. Pierre (incorporated by reference to Exhibit 10.12 on Espey’s Report on Form 8-K dated March 4, 2014) 10.13Executive Employment Agreement with David O’Neil (incorporated by reference to Exhibit 10.13 on Espey’s Report on Form 8-K dated March 4, 2014) 10.14Executive Employment Agreement with Peggy Murphy (incorporated by reference to Exhibit 10.14 on Espey’s Report on Form 8-K dated March 4, 2014) 11.1Statement re: Computation of Per Share Net income (filed herewith) 14.1Code of ethics (incorporated by reference to Espey’s website www.espey.com) 23.1Consent of EFP Rotenberg, LLP (filed herewith) 31.1Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) 31.2Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) 32.1Certification of the Chief Executive Officer pursuant to 18 U.S.C. |
& Electronics Corp. and Registrar and Transfer Company (incorporated by reference to Exhibit 4.01 to Espey’s Report on Form 8-K dated December 18, 2009) 4.2Description of Capital Stock (incorporated by reference to Espey's Report on Form 8-K dated October 7, 2005) 10.12000 Stock Option Plan (incorporated by reference to Espey's Definitive Proxy Statement dated December 6, 1999 for the January 4, 2000 Annual Meeting) 10.2Executive Officer contract with Howard Pinsley (incorporated by reference to Exhibit 10.2 to Espey's Report on Form 8-K dated July 27, 2009) 10.32007 Stock Option and Restricted Stock Plan (incorporated by reference to Espey’s Proxy Statement dated October 23, 2007 for the November 30, 2007 Annual Meeting) 10.4Employment Agreement with David O’Neil (incorporated by reference to Exhibit 10.1 on Espey’s Report on Form 8-K dated August 17, 2009) 10.5Retired Director Compensation Program and Mandatory Retirement Agreement (incorporated by reference to Exhibit 10.5 to Espey's Report on Form 10-Q dated May 12, 2011) 10.6Retired Director Compensation Program and Mandatory Retirement Agreement - Paul Corr (incorporated by reference to Exhibit 10.6 to Espey's Report on Form 10-Q dated May 12, 2011) 10.7Retired Director Compensation Program and Mandatory Retirement Agreement - Carl Helmetag (incorporated by reference to Exhibit 10.7 to Espey's Report on Form 10-Q dated May 12, 2011) 10.8Retired Director Compensation Program and Mandatory Retirement Agreement - Barry Pinsley (incorporated by reference to Exhibit 10.8 to Espey's Report on Form 10-Q dated May 12, 2011) 10.9Retired Director Compensation Program and Mandatory Retirement Agreement - Howard Pinsley (incorporated by reference to Exhibit 10.9 to Espey's Report on Form 10-Q dated May 12, 2011) 10.10Retired Director Compensation Program and Mandatory Retirement Agreement - Alvin Sabo (incorporated by reference to Exhibit 10.10 to Espey's Report on Form 10-Q dated May 12, 2011) 10.11Retired Director Compensation Program and Mandatory Retirement Agreement - Michael Wool (incorporated by reference to Exhibit 10.11 to Espey's Report on Form 10-Q dated May 12, 2011) 10.12Executive Employment Agreement with Mark St. Pierre (incorporated by reference to Exhibit 10.12 on Espey’s Report on Form 8-K dated March 4, 2013) 10.13Executive Employment Agreement with David O’Neil (incorporated by reference to Exhibit 10.13 on Espey’s Report on Form 8-K dated March 4, 2013) 10.14Executive Employment Agreement with Peggy Murphy (incorporated by reference to Exhibit 10.14 on Espey’s Report on Form 8-K dated March 4, 2013) 11.1Statement re: Computation of Per Share Net income (filed herewith) 14.1Code of ethics (incorporated by reference to Espey’s website www.espey.com) 23.1Consent of EFP Rotenberg, LLP (filed herewith) 31.1Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) 31.2Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) 32.1Certification of the Chief Executive Officer pursuant to 18 U.S.C. |
& Electronics Corp. and Registrar and Transfer Company (incorporated by reference to Exhibit 4.01 to Espey’s Report on Form 8-K dated December 18, 2009) 4.2Description of Capital Stock (incorporated by reference to Espey's Report on Form 8-K dated October 7, 2005) 10.12000 Stock Option Plan (incorporated by reference to Espey's Definitive Proxy Statement dated December 6, 1999 for the January 4, 2000 Annual Meeting) 10.2Executive Officer contract with Howard Pinsley (incorporated by reference to Exhibit 10.2 to Espey's Report on Form 8-K dated July 27, 2009) 10.32007 Stock Option and Restricted Stock Plan (incorporated by reference to Espey’s Proxy Statement dated October 23, 2007 for the November 30, 2007 Annual Meeting) 10.4Employment Agreement with David O’Neil (incorporated by reference to Exhibit 10.1 on Espey’s Report on Form 8-K dated August 17, 2009) 10.5Retired Director Compensation Program and Mandatory Retirement Agreement (incorporated by reference to Exhibit 10.5 to Espey's Report on Form 10-Q dated May 12, 2011) 10.6Retired Director Compensation Program and Mandatory Retirement Agreement - Paul Corr (incorporated by reference to Exhibit 10.6 to Espey's Report on Form 10-Q dated May 12, 2011) 10.7Retired Director Compensation Program and Mandatory Retirement Agreement - Carl Helmetag (incorporated by reference to Exhibit 10.7 to Espey's Report on Form 10-Q dated May 12, 2011) 10.8Retired Director Compensation Program and Mandatory Retirement Agreement - Barry Pinsley (incorporated by reference to Exhibit 10.8 to Espey's Report on Form 10-Q dated May 12, 2011) 10.9Retired Director Compensation Program and Mandatory Retirement Agreement - Howard Pinsley (incorporated by reference to Exhibit 10.9 to Espey's Report on Form 10-Q dated May 12, 2011) 10.10Retired Director Compensation Program and Mandatory Retirement Agreement - Alvin Sabo (incorporated by reference to Exhibit 10.10 to Espey's Report on Form 10-Q dated May 12, 2011) 10.11Retired Director Compensation Program and Mandatory Retirement Agreement - Michael Wool (incorporated by reference to Exhibit 10.11 to Espey's Report on Form 10-Q dated May 12, 2011) 11.1Statement re: Computation of Per Share Net income (filed herewith) 14.1Code of ethics (incorporated by reference to Espey’s website www.espey.com) 23.1Consent of EFP Rotenberg, LLP (filed herewith) 31.1Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) 31.2Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) 32.1Certification of the Chief Executive Officer pursuant to 18 U.S.C. |
Statements of Income Years Ended June 30, 2009 and 2008 - -------------------------------------------------------------------------------- 2009 2008 ---- ---- Net sales ....................................... $ 27,241,635 $ 25,701,739 Cost of sales ................................... 21,154,909 18,839,493 ------------- ------------- Gross profit ........................... 6,086,726 6,862,246 Selling, general and administrative expenses .... 2,826,676 2,623,313 ------------- ------------- Operating income ....................... 3,260,050 4,238,933 Other income (expense) Interest and dividend income ........... 327,260 640,412 Other .................................. 17,750 71,840 ------------- ------------- Total other income, net ......... 345,010 712,252 ------------- ------------- Income before income taxes ...................... 3,605,060 4,951,185 Provision for income taxes ...................... 871,820 1,529,316 ------------- ------------- Net income ........... $ 2,733,240 $ 3,421,869 ============= ============= Net income per share: Basic .................................. $ 1.30 $ 1.65 Diluted ................................ $ 1.29 $ 1.63 ------------- ------------- Weighted average number of shares outstanding: Basic .................................. 2,107,643 2,079,734 Diluted ................................ 2,113,798 2,103,836 ============= ============= The accompanying notes are an integral part of the financial statements. |
The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities as of June 30, 2009 and 2008 are presented as follows: 2009 2008 -------- -------- Deferred tax assets: Accrued expenses .............................. $124,157 $126,808 ESOP .......................................... 95,319 77,987 Stock-based compensation ...................... 8,996 6,775 Inventory - effect on uniform capitalization .. 83,575 26,699 Other ......................................... 8,108 9,572 -------- -------- Total deferred tax assets ............ 320,155 247,841 -------- -------- Deferred tax liabilities: Property, plant and equipment - principally due to differences in depreciation methods ...... 194,573 210,564 -------- -------- Total deferred tax liabilities ....... 194,573 210,564 -------- -------- Net deferred tax asset ............................ $125,582 $ 37,277 ======== ======== In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. |
& Electronics Corp. and Registrar and Transfer Company (incorporated by reference to Espey's Form 8-K dated December 20, 1999) 4.2 Description of Capital Stock (incorporated by reference to Espey's Report on Form 8-K dated October 7, 2005) 10.1 2000 Stock Option Plan (incorporated by reference to Espey's Definitive Proxy Statement dated December 6, 1999 for the January 4, 2000 Annual Meeting) 10.2 Executive Officer contract (incorporated by reference to Exhibit 10.2 to Espey's Report on Form 8-K dated July 27, 2009) 10.3 2007 Stock Option and Restricted Stock Plan (incorporated by reference to Espey's Proxy Statement dated October 23, 2007 for the November 30, 2007 Annual Meeting) 11.1 Statement re: Computation of Per Share Net income (filed herewith) 14.1 Code of ethics (incorporated by reference to Espey's website www.espey.com) ------------- 23.1 Consent of Rotenberg & Co., LLP (filed herewith) 31.1 Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) 31.2 Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) 32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. |
Information concerning the plans incentive and non-qualified stock options is as follows: Option Option Price Shares Per Share ------------------------------------------------------------------------ June 30, 2002 31,400 $13.25 - 19.85 ------------------------------------------------------------------------ Options granted 15,100 18.50 Options canceled -- -- Options exercised (1,000) 13.25 ------------------------------------------------------------------------ June 30, 2003 45,500 $13.25 - 19.85 ------------------------------------------------------------------------ Options granted -- -- Options canceled -- -- Options exercised (8,500) $13.25 - 19.85 ------------------------------------------------------------------------ June 30, 2004 37,000 $13.25 - 19.85 ------------------------------------------------------------------------ Options granted 15,500 22.50 Options canceled (1,500) 17.95 - 22.50 Options exercised (2,400) 17.95 - 19.85 ------------------------------------------------------------------------ June 30, 2005 48,600 13.25 - 22.50 ======================================================================== The table below summarizes information with respect to stock options outstanding as of June 30, 2005: Remaining Exercise Price of Exercise Options Contractual Options Exercisable Prices Outstanding Life Exercisable Options -------------------------------------------------------- $ 13.25 1,600 5 1,600 $ 13.25 $ 17.95 7,500 6 7,500 $ 17.95 $ 19.85 10,400 7 10,400 $ 19.85 $ 18.50 14,000 8 14,000 $ 18.50 $ 22.50 15,100 9 -- -- -------------------------------------------------------- Total 48,600 33,500 ======================================================== The weighted average fair value of options granted under the plans during fiscal years 2005 and 2003 was $3.89, and $4.31, respectively. |
Information concerning the plans incentive and non-qualified stock options is as follows: Option Option Price Shares Per Share ------------------------------------------------------------------ June 30, 2001 24,000 $13.25 - 17.95 ------------------------------------------------------------------ Options granted 13,000 19.85 Options canceled (500) $13.25 - 17.95 Options exercised (5,100) 13.25 ------------------------------------------------------------------ June 30, 2002 31,400 $13.25 - 19.85 ------------------------------------------------------------------ Options granted 15,100 18.50 Options canceled -- -- Options exercised (1,000) 13.25 ------------------------------------------------------------------ June 30, 2003 45,500 $13.25 - 19.85 ------------------------------------------------------------------ Options granted -- -- Options canceled -- -- Options exercised (8,500) $13.25 - 19.85 ------------------------------------------------------------------ June 30, 2004 37,000 $13.25 - 19.85 ================================================================== During 2004, no stock options were granted under the plan. |
& ELECTRONICS CORP. /s/ Howard Pinsley ---------------------------------- Howard Pinsley President and Chief Executive Officer /s/ Howard Pinsley President - --------------------------- (Chief Executive Officer) Howard Pinsley September 14, 2004 /s/ David A. O'Neil Treasurer - --------------------------- (Principal Financial Officer) David A. O'Neil September 14, 2004 /s/ Garry M. Jones Assistant Treasurer - --------------------------- (Principal Accounting Officer) Garry M. Jones September 14, 2004 /s/ Barry Pinsley Director - --------------------------- September 14, 2004 Barry Pinsley /s/ Seymour Saslow Director - --------------------------- September 14, 2004 Seymour Saslow /s/ William P. Greene Director - --------------------------- September 14, 2004 William P. Greene /s/ Michael W. Wool Director - --------------------------- September 14, 2004 Michael W. Wool /s/ Paul J. Corr Director - --------------------------- September 14, 2004 Paul J. Corr /s/ Alvin O. Sabo Director - --------------------------- September 14, 2004 Alvin O. Sabo /s/ Carl Helmetag Director - --------------------------- September 14, 2004 Carl Helmetag |
Information concerning the plans incentive and non-qualified stock options is as follows: Option Option Price Shares Per Share ------------------------------------------------------------------ June 30, 1999 0 $0.00 ------------------------------------------------------------------ Options granted 11,500 13.25 Options canceled (800) 13.25 Options exercised (6,100) 13.25 ------------------------------------------------------------------ June 30, 2000 4,600 $13.25 ------------------------------------------------------------------ Options granted 13,100 17.95 Options canceled (300) 17.95 Options exercised -- -- ------------------------------------------------------------------ June 30, 2001 17,400 $13.25 - 17.95 ------------------------------------------------------------------ Options granted 13,000 19.85 Options canceled -- -- Options exercised -- -- ------------------------------------------------------------------ June 30, 2002 30,400 $13.25 - 19.85 ------------------------------------------------------------------ Options granted 14,800 18.50 Options canceled -- -- Options exercised -- -- ------------------------------------------------------------------ June 30, 2003 45,200 $13.25 - 19.85 ================================================================== The table below summarizes information with respect to stock options outstanding as of June 30, 2003: The Company has elected to apply Accounting Principles Board Opinion No. |
& ELECTRONICS CORP. /s/Howard Pinsley -------------------------------- Howard Pinsley President and Chief Executive Officer /s/ Howard Pinsley President - -------------------------------------- (Chief Executive Officer) Howard Pinsley August 29, 2003 /s/ David A. O'Neil Treasurer - -------------------------------------- (Principal Financial Officer) David A. O'Neil August 29, 2003 /s/ Garry M. Jones Assistant Treasurer - -------------------------------------- (Principal Accounting Officer) Garry M. Jones August 29, 2003 /s/ Timothy A. Polidore Assistant Treasurer - -------------------------------------- (Principal Accounting Officer) Timothy A. Polidore August 29, 2003 /s/ Barry Pinsley Director - -------------------------------------- August 29, 2003 Barry Pinsley /s/ Seymour Saslow Director - -------------------------------------- August 29, 2003 Seymour Saslow /s/ William P. Greene Director - -------------------------------------- August 29, 2003 William P. Greene /s/ Michael W. Wool Director - -------------------------------------- August 29, 2003 Michael W. Wool /s/ Paul J. Corr Director - -------------------------------------- August 29, 2003 Paul J. Corr /a/ Alvin O. Sabo Director - -------------------------------------- August 29, 2003 Alvin O. Sabo /s/ Carl Helmetag Director - -------------------------------------- August 29, 2003 Carl Helmetag |
/s/ Howard Pinsley President - -------------------------------------- (Principal Executive Officer) Howard Pinsley September 13, 2002 /s/ David A. O' Neil Treasurer - -------------------------------------- (Principal Financial Officer) David A. O'Neil September 13, 2002 /s/ Garry M. Jones Assistant Treasurer - -------------------------------------- (Principal Accounting Officer) Garry M. Jones September 13, 2002 /s/ Timothy A. Polidore Assistant Treasurer - -------------------------------------- (Principal Accounting Officer) Timothy A. Polidore September 13, 2002 /s/ Barry Pinsley Director - -------------------------------------- September 13, 2002 Barry Pinsley /s/ Seymour Saslow Director - -------------------------------------- September 13, 2002 Seymour Saslow /s/ William P. Greene Director - -------------------------------------- September 13, 2002 William P. Greene /s/ Michael W. Wool Director - -------------------------------------- September 13, 2002 Michael W. Wool /s/ Paul J. Corr Director - -------------------------------------- September 13, 2002 Paul J. Corr /s/ Alvin O. Sabo Director - -------------------------------------- September 13, 2002 Alvin O. Sabo /s/ Carl Helmetag Director - -------------------------------------- September 13, 2002 Carl Helmetag Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with this annual report on Form 10-K of Espey Mfg. |
Directors and Executive Officers of the Registrant Identification of Directors Date Present Term Other Positions Expires and Period and Offices Held Name Served as Director With Registrant Age ---- ------------------ ---------------- --- Paul J. Corr Annual Meeting in None 57 December 2002 Director since 1992 William P. Greene Annual Meeting in None 71 December 2001 Director since 1992 Carl Helmetag Annual Meeting in None 53 December 2003 Director since 1999 Barry Pinsley Annual Meeting in None 59 December 2002 Director since 1994 Howard Pinsley Annual Meeting in President and Chief 61 December 2003 Executive Officer Director since 1992 Alvin O. Sabo Annual Meeting in None 58 December 2003 Director since 1999 Seymour Saslow Annual Meeting in None 80 December 2001 Director since 1992 Gerald B. H. Solomon Annual Meeting in None 71 December 2001 Director since 1999 Michael W. Wool Annual Meeting in None 55 December 2002 Director since 1990 Identification of Executive Officers Positions and Offices Held Period Served As Name With Company Executive Officer Age ---- ----------------- ----------------- --- Howard Pinsley President and Served as Vice President- 61 Chief Executive Special Power Supplies Officer from April 3, 1992 until being elected as Executive Vice President on December 6, 1997. |
/s/Howard Pinsley President -------------------------------------- (Principal Executive Officer) Howard Pinsley September 18, 2001 /s/David O'Neil Treasurer -------------------------------------- (Principal Financial Officer) David O'Neil September 18, 2001 /s/Garry M. Jones Assistant Treasurer -------------------------------------- (Principal Accounting Officer) Garry M. Jones September 18, 2001 /s/Barry Pinsley Director -------------------------------------- Barry Pinsley September 18, 2001 /s/Seymour Saslow Director -------------------------------------- September 18, 2001 Seymour Saslow /s/William P. Greene Director -------------------------------------- September 18, 2001 William P. Greene /s/Michael W. Wool Director -------------------------------------- September 18, 2001 Michael W. Wool /s/Paul J. Corr Director -------------------------------------- September 18, 2001 Paul J. Corr /s/Gerald B. H. Solomon Director -------------------------------------- September 18, 2001 Gerald B. H. Solomon /s/Alvin O. Sabo Director -------------------------------------- September 18, 2001 Alvin O. Sabo /s/Carl Helmetag Director -------------------------------------- September 18, 2001 Carl Helmetag |
Identification of Directors Date Present Term Other Positions Expires and Period and Offices Held Name Served as Director With Registrant Age Joseph Canterino Annual Meeting in None 73 December 1998 Director since December 11, 1992 Paul J. Corr Annual Meeting in None 54 December 1999 Director since April 3, 1992 William P. Greene Annual Meeting in None 68 December 1998 Director since April 3, 1992 Barry Pinsley Annual Meeting in None 56 December 1999 Director since March 25, 1994 Howard Pinsley Annual Meeting in President and Chief 58 December 2000 Operating Officer Director since December 11, 1992 Sol Pinsley Annual Meeting in Chairman of 85 December 2000 the Board Director since 1950 (continued) - 31 - Date Present Term Other Positions Expires and Period and Offices Held Name Served as Director With Registrant Age Seymour Saslow Annual Meeting in Senior Vice President 77 December 1998 Director since December 11, 1992 Michael W. Wool Annual Meeting in None 52 December 1999 Director since 1990 Identification of Executive Officers Positions and Offices Held Period Served As Name With Company Executive Officer Age Howard Pinsley President and Served as Vice President- 58 Chief Operating Special Power Supplies Officer from April 3, 1992 until being elected as Executive Vice President on December 6, 1997. |
Identification of Directors Date Present Term Other Positions Expires and Period and Offices Held Name Served as Director WithRegistrant Age Joseph Canterino Annual Meeting in President and 71 December 1998 Chief Executive Director since Officer December 11, 1992 Paul J. Corr Annual Meeting in None 52 December 1996 Director since April 3, 1992 William P. Greene Annual Meeting in None 66 December 1998 Director since April 3, 1992 Barry Pinsley Annual Meeting in Vice President- 54 December 1996 Special Projects Director since March 25, 1994 Howard Pinsley Annual Meeting in Vice President- December 1997 Special Power Director since Supplies 56 December 11, 1992 Sol Pinsley Annual Meeting in Chairman of 83 December 1997 the Board Director since 1950 (continued) III-1 Date Present Term Other Positions Expires and Period and Offices Held Name Served as Director With Registrant Age Seymour Saslow Annual Meeting in Vice President- 75 December 1998 Engineering Director since December 11, 1992 Michael W. Wool Annual Meeting in None 50 December 1996 Director since 1990 Identification of Executive Officers Positions and Offices Held Period Served As Name With Company Executive Officer Age Sol Pinsley Chairman of the President and Chief 83 Board and Executive Officer for Director more than the past five years prior to taking present position on August, 1996; Treasurer from August 4, 1988 to September 10, 1993 Seymour Saslow Vice President- Since April 3, 1992 75 Engineering and Director Joseph Canterino President and Chief Since April 3, 1992; 71 Executive Officer and Vice-President- Director Manufacturing prior to present position Howard Pinsley Vice President-Special Since April 3, 1992 56 Power Supplies and Director Barry Pinsley Vice President-Special Since March 25, 1994 54 Projects and Director (continued) III-2 Positions and Offices Held Period Served As Name With Company Executive Officer Age Herbert Potoker Treasurer and Principal Since September10, 67 Financial Officer 1993 Garry M. Jones Assistant Treasurer Since August 4, 1988; 56 and Principal Accounting Principal Financial Officer Officer from August 4, 1988 to September 10, Reita Wojtowecz Secretary Since June 27, 1994 67 Each officer's term is at the will of the Board of Directors, except for Sol Pinsley. |
Executive Compensation Table The following table summarizes the annual compensation of the Company's Chief Executive Officer for fiscal years 1996, 1995 and 1994 and of the other five highest paid executive officers of the Company whowere such as of June 30, 1996 and for each of the two prior fiscal years that they were executive officers for any part of such years: SUMMARY COMPENSATION TABLE Name and Fiscal Annual All Other Principal Position Year Salary Bonus Compensation(1) Sol Pinsley 1996 $193,900 $25,000 $14,129 President and Chief 1995 $189,000 $25,000 $9,968 Executive Officer 1994 $189,000 $25,000 $11,661 Seymour Saslow 1996 $112,900 $25,000 $15,063 Vice President- 1995 $108,000 $25,000 $10,393 Engineering 1994 $108,000 $25,000 $12,553 Joseph Canterino 1996 $103,180 $25,000 $15,819 Vice President - 1995 $ 98,280 $25,000 $11,320 Manufacturing 1994 $ 98,280 $25,000 $12,780 Howard Pinsley 1996 $ 93,350 $20,000 $15,567 Vice President - 1995 $ 90,450 $12,000 $11,042 Special Power 1994 $ 90,450 $12,000 $12,544 Supplies Herbert Potoker 1996 $107,680 $25,000 $11,892 Treasurer and 1995 $101,280 $25,000 $9,320 Principal Financial Officer 1994 $101,280 $25,000 $10,280 Barry Pinsley 1996 $ 84,675 $10,000 $12,389 Vice President- 1995 $ 79,500 $10,000 $8,083 Special Projects _______________ (1) Represents (a) the cash and market value of the shares allocated for the respective fiscal years under the Company's Employee Retirement Plan and Trust ("ESOP") to the extent to which each named executive officer is vested, and (b) directors' fees except for Mr. Potoker. |
Corr Annual Meeting in None 51 December 1996 Director since April 3, 1992 William P. Greene Annual Meeting in None 65 December 1995 Director since April 3, 1992 Barry Pinsley Annual Meeting in Vice President - 53 December 1996 Special Projects Director since March 25, 1994 Howard Pinsley Annual Meeting in Vice President- December 1997 Special Power Director since Supplies 55 December 11, 1992 Sol Pinsley Annual Meeting in President and Chief December 1997 Executive Officer 82 Director since 1950 III-1 Date Present Term Other Positions Expires and Period and Offices Held Name Served as Director With Registrant Age Seymour Saslow Annual Meeting in Vice President- 74 December 1995 Engineering Director since December 11, 1992 Michael W. Wool Annual Meeting in None 49 December 1996 Director since 1990 (b) Identification of Executive Officers Positions and Offices Held Period Served As Name With Company Executive Officer Age Sol Pinsley President and President and Chief 82 Chief Executive Executive Officer for Officer and more than the past five Director years; Treasurer from August 4, 1988 to September 10, 1993 Seymour Saslow Vice President- Since April 3, 1992 74 Engineering and Director Joseph Canterino Vice President - Manu- Since April 3, 1992 70 facturing and Director Howard Pinsley Vice President - Special Since April 3, 1992 55 Power Supplies and Director Barry Pinsley Vice President-Special Since March 25, 1994 53 Projects and Director Herbert Potoker Treasurer and Principal Since September 10, 66 Financial Officer 1993 Garry M. Jones Assistant Treasurer Since August 4, 1988 55 and Principal Accounting Principal Financial Officer Officer from August 4, 1988 to September 10, III-2 Each officer's term of office is at the will of the Board of Directors, subject to the employment contract rights of Sol Pinsley. |
The following table summarizes the annual compensation of the Company's Chief Executive Officer for fiscal years 1995, 1994 and 1993 and of the other five highest paid executive officers of the Company who were such as of June 30, 1995 and for each of the two prior fiscal years that they were executive officers for any part of such years: SUMMARY COMPENSATION TABLE Name and Fiscal Annual Compensation All Other Principal Position Year Salary Bonus Compensation(1) Sol Pinsley 1995 $189,000 $25,000 $ 9,968 President and Chief 1994 $189,000 $25,000 $11,661 Executive Officer 1993 $192,100 $25,000 $10,416 Seymour Saslow 1995 $108,000 $25,000 $10,393 Vice President- 1994 $108,000 $25,000 $12,553 Engineering 1993 $109,600 $25,000 $ 9,817 Joseph Canterino 1995 $ 98,280 $25,000 $11,320 Vice President - 1994 $ 98,280 $25,000 $12,780 Manufacturing 1993 $ 99,700 $25,000 $ 9,945 Howard Pinsley 1995 $ 90,450 $12,000 $11,042 Vice President - 1994 $ 90,450 $12,000 $12,544 Special Power 1993 $ 91,725 $10,000 $ 6,229 Supplies Herbert Potoker 1995 $100,280 $25,000 $ 9,320 Treasurer and 1994 $101,280 $25,000 $10,280 Principal Financial Officer Barry Pinsley 1995 $ 79,500 $10,000 $ 8,083 Vice President Special Projects The executive officers of the Company are covered under group life and medical and health plans which do not discriminate in favor of the officers or directors of the Company and which are available generally to all salaried employees. |
The COVID-19 pandemic has contributed to, among other things: •Increased unemployment and business disruption and decreased consumer and business confidence and consumer and commercial activity generally, leading to an increased risk of delinquencies, defaults and foreclosures; •Credit deterioration and defaults in many industries, particularly travel and leisure, restaurants, entertainment and commercial real estate; •A decline in collateral values; •A sudden and significant reduction in the valuation of the equity, fixed-income and commodity markets and the significant increase in the volatility of those markets; •A decrease in the rates and yields on U.S. Treasury securities, which may lead to decreased net interest income; •Higher and more volatile credit loss expense and potential for increased charge-offs, particularly as customers may need to draw on their committed credit lines to help finance their businesses and activities; •Heightened cybersecurity, information security and operational risks as a result of a remote workforce and impacts on our service providers; and •Operational failures due to changes in our normal business practices necessitated by the outbreak and related governmental actions. |
Our stock price may fluctuate significantly in response to a variety of factors including, among other things: ●Actual or anticipated variations in our quarterly results of operations; ●Recommendations or research reports about us or the financial services industry in general published by securities analysts; ●The failure of securities analysts to cover, or continue to cover, us; ●Operating and stock price performance of other companies that investors deem comparable to us; ●News reports relating to trends, concerns and other issues in the financial services industry; ●Future sales of our common stock; ●Departure of our management team or other key personnel; ●New technology used, or services offered, by competitors; ●Significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors; ●Changes or proposed changes in laws or regulations, or differing interpretations thereof affecting our business, or enforcement of these laws and regulations; ●Litigation and governmental investigations; and ●Geopolitical conditions such as acts or threats of terrorism or military conflicts. |
A number of important factors could cause our actual results to differ materially from those indicated in these forward-looking statements, including the following: the impact of the ongoing COVID-19 pandemic and any other pandemic, epidemic or health-related crisis; the geographic concentration of our business; current and future economic and market conditions in the United States generally or in Hawaii, Guam and Saipan in particular; our dependence on the real estate markets in which we operate; concentrated exposures to certain asset classes and individual obligors; the effect of the current low interest rate environment or changes in interest rates on our business including our net interest income, net interest margin, the fair value of our investment securities, and our mortgage loan originations, mortgage servicing rights and mortgage loans held for sale; changes in the method pursuant to which LIBOR and other benchmark rates are determined or the discontinuance of LIBOR; the possibility of a deterioration in credit quality in our portfolio; the possibility we might underestimate the credit losses inherent in our loan and lease portfolio; our ability to maintain our Bank's reputation; the future value of the investment securities that we own; our ability to attract and retain customer deposits; our inability to receive dividends from our bank, pay dividends to our common stockholders and satisfy obligations as they become due; the effects of severe weather, geopolitical instability, including war, terrorist attacks, pandemics or other severe health emergencies and man-made and natural disasters; our ability to maintain consistent growth, earnings and profitability; our ability to attract and retain skilled employees or changes in our management personnel; our ability to effectively compete with other financial services companies and the effects of competition in the financial services industry on our business; the effectiveness of our risk management and internal disclosure controls and procedures; our ability to keep pace with technological changes; any failure or interruption of our information and communications systems; our ability to identify and address cybersecurity risks; the occurrence of fraudulent activity or effect of a material breach of, or disruption to, the security of any of our or our vendors’ systems; the failure to properly use and protect our customer and employee information and data; the possibility of employee misconduct or mistakes; our ability to successfully develop and commercialize new or enhanced products and services; changes in the demand for our products and services; the effects of problems encountered by other financial institutions; our access to sources of liquidity and capital to address our liquidity needs; our use of the secondary mortgage market as a source of liquidity; risks associated with the sale of loans and with our use of appraisals in valuing and monitoring loans; the possibility that actual results may differ from estimates and forecasts; fluctuations in the fair value of our assets and liabilities and off-balance sheet exposures; the effects of the failure of any component of our business infrastructure provided by a third party; the potential for environmental liability; the risk of being subject to litigation and the outcome thereof; the impact of, and changes in, applicable laws, regulations and accounting standards and policies, including the enactment of the Tax Act (Public Law 115-97) on December 22, 2017; possible changes in trade, monetary and fiscal policies of, and other activities undertaken by, governments, agencies, central banks and similar organizations; our likelihood of success in, and the impact of, litigation or regulatory actions; our ability to continue to pay dividends on our common stock; contingent liabilities and unexpected tax liabilities that may be applicable to us as a result of the Reorganization Transactions; and damage to our reputation from any of the factors described above. |
Among other provisions, the CARES Act (i) authorized the Secretary of the Treasury to make loans, loan guarantees and other investments, up to $500 billion, for assistance to eligible businesses, States and municipalities with limited, targeted relief for passenger air carriers, cargo air carriers, and businesses critical to maintaining national security, (ii) created a $670 billion loan program (the “Paycheck Protection Program” or the “PPP”) for fully guaranteed loans (which may then be forgiven) to small businesses for, among other things, payroll, group health care benefit costs and qualifying mortgage, rent and utility payments (program dollar amount includes amount approved under the original program in March 2020 and a second tranche which was approved in April 2020), (iii) provides certain credits against the 2020 personal income tax for eligible individuals and their dependents, (iv) expanded eligibility for unemployment insurance and provides eligible recipients with an additional $600 per week on top of the unemployment amount determined by each State and (v) set a 60-day foreclosure moratorium beginning on March 18, 2020 for federally backed mortgage loans (the Federal Housing Administration has subsequently announced a second extension of the foreclosure and eviction moratorium through August 31, 2020). |
The Paycheck Protection Program Flexibility Act of 2020 (the “PPPF Act”) was enacted on June 5, 2020 and modified the PPP as follows: (i) established a minimum maturity of five years for all loans made after the enactment of the PPPF Act and permits an extension of the maturity of existing loans to five years if the borrower and lender agree; (ii) extended the “covered period” of the CARES Act from June 30, 2020, to December 31, 2020; (iii) extended the eight-week “covered period” for expenditures that qualify for forgiveness to the earlier of 24 weeks following loan origination and December 31, 2020; (iv) extended the deferral period for payment of principal, interest and fees to the date on which the forgiveness amount is remitted to the lender by the U.S. Small Business Administration (“SBA”); (v) required the borrower to use at least 60% (down from 75%) of the proceeds of the loan for payroll costs, and up to 40% (up from 25%), for other permitted purposes, as a condition to obtaining forgiveness of the loan; (vi) delayed from June 30, 2020 to December 31, 2020, the date by which employees must be rehired to avoid a reduction in the amount of forgiveness of a loan, and creates a “rehiring safe harbor” that allows businesses to remain eligible for loan forgiveness if they make a good faith attempt to rehire employees or hire similarly qualified employees, but are unable to do so, or are able to document an inability to return to pre-COVID-19 levels of business activity due to compliance with social distancing measures; and (vii) allowed borrowers to receive both loan forgiveness under the PPP and the payroll tax deferral permitted under the CARES Act, rather than having to choose the more advantageous option. |
Our stock price may fluctuate significantly in response to a variety of factors including, among other things: ●actual or anticipated variations in our quarterly results of operations; ●recommendations or research reports about us or the financial services industry in general published by securities analysts; ●the failure of securities analysts to cover, or continue to cover, us; ●operating and stock price performance of other companies that investors deem comparable to us; ●news reports relating to trends, concerns and other issues in the financial services industry; ●future sales of our common stock; ●departure of our management team or other key personnel; ●new technology used, or services offered, by competitors; ●significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors; ●changes or proposed changes in laws or regulations, or differing interpretations thereof affecting our business, or enforcement of these laws and regulations; ●litigation and governmental investigations; and ●geopolitical conditions such as acts or threats of terrorism or military conflicts. |
A number of important factors could cause our actual results to differ materially from those indicated in these forward-looking statements, including the following: the geographic concentration of our business; current and future economic and market conditions in the United States generally or in Hawaii, Guam and Saipan in particular; our dependence on the real estate markets in which we operate; concentrated exposures to certain asset classes and individual obligors; the effect of the current low interest rate environment or changes in interest rates on our business including our net interest income, net interest margin, the fair value of our investment securities, and our mortgage loan originations, mortgage servicing rights and mortgage loans held for sale; changes in the method pursuant to which LIBOR and other benchmark rates are determined or the discontinuance of LIBOR; the possibility of a deterioration in credit quality in our portfolio; the possibility we might underestimate the credit losses inherent in our loan and lease portfolio; our ability to maintain our Bank's reputation; the future value of the investment securities that we own; our ability to attract and retain customer deposits; our inability to receive dividends from our bank, pay dividends to our common stockholders and satisfy obligations as they become due; the effects of severe weather, geopolitical instability, including war, terrorist attacks, pandemics or other severe health emergencies and man-made and natural disasters; our ability to maintain consistent growth, earnings and profitability; our ability to attract and retain skilled employees or changes in our management personnel; our ability to effectively compete with other financial services companies and the effects of competition in the financial services industry on our business; the effectiveness of our risk management and internal disclosure controls and procedures; our ability to keep pace with technological changes; any failure or interruption of our information and communications systems; our ability to identify and address cybersecurity risks; the occurrence of fraudulent activity or effect of a material breach of, or disruption to, the security of any of our or our vendors’ systems; the failure to properly use and protect our customer and employee information and data; the possibility of employee misconduct or mistakes; our ability to successfully develop and commercialize new or enhanced products and services; changes in the demand for our products and services; the effects of problems encountered by other financial institutions; our access to sources of liquidity and capital to address our liquidity needs; our use of the secondary mortgage market as a source of liquidity; risks associated with the sale of loans and with our use of appraisals in valuing and monitoring loans; the possibility that actual results may differ from estimates and forecasts; fluctuations in the fair value of our assets and liabilities and off-balance sheet exposures; the effects of the failure of any component of our business infrastructure provided by a third party; the potential for environmental liability; the risk of being subject to litigation and the outcome thereof; the impact of, and changes in, applicable laws, regulations and accounting standards and policies, including the enactment of the Tax Act (Public Law 115-97) on December 22, 2017; possible changes in trade, monetary and fiscal policies of, and other activities undertaken by, governments, agencies, central banks and similar organizations; our likelihood of success in, and the impact of, litigation or regulatory actions; our ability to continue to pay dividends on our common stock; contingent liabilities and unexpected tax liabilities that may be applicable to us as a result of the Reorganization Transactions; and damage to our reputation from any of the factors described above. |
The following table shows the amounts within accumulated other comprehensive loss that had not yet been recognized as components of net periodic benefit cost as of December 31, 2019 and 2018: The following table provides the amounts within accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost during 2020: The following tables summarize the changes to projected benefit obligation (“PBO”) and fair value of plan assets for pension benefits and accumulated postretirement benefit obligation and fair value of plan assets for other benefits: The following table summarizes the funded status of the Company’s plans and amounts recognized in the Company’s consolidated balance sheets as of December 31, 2019 and 2018: The following table provides information regarding the PBO, accumulated benefit obligation (“ABO”), and fair value of plan assets as of December 31, 2019 and 2018: The Company recognizes the overfunded and underfunded status of its pension plans as an asset and liability in the consolidated balance sheets. |
Our stock price may fluctuate significantly in response to a variety of factors including, among other things: · actual or anticipated variations in our quarterly results of operations; · recommendations or research reports about us or the financial services industry in general published by securities analysts; · the failure of securities analysts to cover, or continue to cover, us; · operating and stock price performance of other companies that investors deem comparable to us; · news reports relating to trends, concerns and other issues in the financial services industry; · future sales of our common stock; · departure of our management team or other key personnel; · new technology used, or services offered, by competitors; · significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors; · changes or proposed changes in laws or regulations, or differing interpretations thereof affecting our business, or enforcement of these laws and regulations; · litigation and governmental investigations; and · geopolitical conditions such as acts or threats of terrorism or military conflicts. |
A number of important factors could cause our actual results to differ materially from those indicated in these forward-looking statements, including the following: the geographic concentration of our business; current and future economic and market conditions in the United States generally or in Hawaii, Guam and Saipan in particular; concentrated exposures to certain asset classes and individual obligors; the effect of the current low interest rate environment or changes in interest rates on our business including our net interest income, net interest margin, the fair value of our investment securities, and our mortgage loan originations, mortgage servicing rights and mortgage loans held for sale; changes in the method pursuant to which LIBOR and other benchmark rates are determined; the possibility we might underestimate the credit losses inherent in our loan and lease portfolio; our inability to receive dividends from our bank, pay dividends to our common stockholders and satisfy obligations as they become due; the effects of geopolitical instability, including war, terrorist attacks, pandemics and man-made and natural disasters; our ability to maintain our bank's reputation; our ability to attract and retain skilled employees or changes in our management personnel; our ability to effectively compete with other financial services companies and the effects of competition in the financial services industry on our business; our ability to successfully develop and commercialize new or enhanced products and services; changes in the demand for our products and services; the effectiveness of our risk management and internal disclosure controls and procedures; any failure or interruption of our information and communications systems; our ability to identify and address cybersecurity risks; the effect of a material breach of, or disruption to, the security of any of our or our vendors’ systems; the failure to properly use and protect our customer and employee information and data; our ability to keep pace with technological changes; our ability to attract and retain customer deposits; the effects of problems encountered by other financial institutions; our access to sources of liquidity and capital to address our liquidity needs; our use of the secondary mortgage market as a source of liquidity; risks associated with the sale of loans and with our use of appraisals in valuing and monitoring loans; the possibility that actual results may differ from estimates and forecasts; the potential for environmental liability; fluctuations in the fair value of our assets and liabilities and off-balance sheet exposures; the effects of the failure of any component of our business infrastructure provided by a third party; the impact of, and changes in, applicable laws, regulations and accounting standards and policies, including the enactment of the Tax Act (Public Law 115-97) on December 22, 2017; possible changes in trade, monetary and fiscal policies of, and other activities undertaken by, governments, agencies, central banks and similar organizations; our likelihood of success in, and the impact of, litigation or regulatory actions; market perceptions associated with our separation from BNPP and other aspects of our business; our ability to continue to pay dividends on our common stock; contingent liabilities and unexpected tax liabilities that may be applicable to us as a result of the Reorganization Transactions; our ability to retain service providers to perform oversight or control functions or services that have otherwise been performed in the past by affiliates of BNPP; the one-time and incremental costs of operating as a stand-alone public company; our ability to meet our obligations as a public company, including our obligations under Section 404 of the Sarbanes-Oxley Act of 2002; and damage to our reputation from any of the factors described above. |
The following table shows the amounts within accumulated other comprehensive loss that had not yet been recognized as components of net periodic benefit cost as of December 31, 2018 and 2017: The following table provides the amounts within accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost during 2019: The following tables summarize the changes to projected benefit obligation (“PBO”) and fair value of plan assets for pension benefits and accumulated postretirement benefit obligation (“APBO”) and fair value of plan assets for other benefits: The following table summarizes the funded status of the Company’s plans and amounts recognized in the Company’s consolidated balance sheets as of December 31, 2018 and 2017: The following table provides information regarding the PBO, accumulated benefit obligation (“ABO”), and fair value of plan assets as of December 31, 2018 and 2017: The Company recognizes the overfunded and underfunded status of its pension plans as an asset and liability in the consolidated balance sheets. |
Our stock price may fluctuate significantly in response to a variety of factors including, among other things: · actual or anticipated variations in our quarterly results of operations; · recommendations or research reports about us or the financial services industry in general published by securities analysts; · the failure of securities analysts to cover, or continue to cover, us; · operating and stock price performance of other companies that investors deem comparable to us; · news reports relating to trends, concerns and other issues in the financial services industry; · perceptions in the marketplace regarding us, our competitors or other financial institutions and regarding BNPP and BNPP’s intentions and efforts to dispose of our stock; · future sales of our common stock; · departure of our management team or other key personnel; · new technology used, or services offered, by competitors; · significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors; · changes or proposed changes in laws or regulations, or differing interpretations thereof affecting our business, or enforcement of these laws and regulations; · litigation and governmental investigations; and · geopolitical conditions such as acts or threats of terrorism or military conflicts. |
A number of important factors could cause our actual results to differ materially from those indicated in these forward-looking statements, including the following: the geographic concentration of our business; current and future economic and market conditions in the United States generally or in Hawaii, Guam and Saipan in particular; the effect of the current low interest rate environment or changes in interest rates on our business including our net interest income, net interest margin, the fair value of our investment securities, and our mortgage loan originations, mortgage servicing rights and mortgage loans held for sale; our inability to receive dividends from our bank, pay dividends to our common stockholders and satisfy obligations as they become due; the effects of geopolitical instability, including war, terrorist attacks, pandemics and man-made and natural disasters; our ability to maintain our bank's reputation; our ability to attract and retain skilled employees or changes in our management personnel; our ability to effectively compete with other financial services companies and the effects of competition in the financial services industry on our business; our ability to successfully develop and commercialize new or enhanced products and services; changes in the demand for our products and services; the effectiveness of our risk management and internal disclosure controls and procedures; any failure or interruption of our information and communications systems; our ability to identify and address cybersecurity risks; the effect of a material breach of, or disruption to, the security of any of our or our vendors’ systems; the failure to properly use and protect our customer and employee information and data; our ability to keep pace with technological changes; our ability to attract and retain customer deposits; the effects of problems encountered by other financial institutions; our access to sources of liquidity and capital to address our liquidity needs; fluctuations in the fair value of our assets and liabilities and off-balance sheet exposures; the effects of the failure of any component of our business infrastructure provided by a third party; the impact of, and changes in, applicable laws, regulations and accounting standards and policies, including the enactment of the Tax Act (Public Law 115-97) on December 22, 2017; possible changes in trade, monetary and fiscal policies of, and other activities undertaken by, governments, agencies, central banks and similar organizations; our likelihood of success in, and the impact of, litigation or regulatory actions; market perceptions associated with our separation from BNPP and other aspects of our business; contingent liabilities and unexpected tax liabilities that may be applicable to us as a result of the Reorganization Transactions; the effect of BNPP’s beneficial ownership of our outstanding common stock and the control it retains over our business; our ability to retain service providers to perform oversight or control functions or services that have otherwise been performed in the past by affiliates of BNPP; the one-time and incremental costs of operating as a stand-alone public company; our ability to meet our obligations as a public company, including our obligations under Section 404 of the Sarbanes-Oxley Act of 2002; the fact that we are no longer an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies no longer apply to us; and damage to our reputation from any of the factors described above. |
The following table shows the amounts within accumulated other comprehensive loss that had not yet been recognized as components of net periodic benefit cost as of December 31, 2017 and 2016: The following table provides the amounts within accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost during 2018: The following tables summarize the changes to projected benefit obligation (“PBO”) and fair value of plan assets for pension benefits and accumulated postretirement benefit obligation (“APBO”) and fair value of plan assets for other benefits: The following table summarizes the funded status of the Company’s plans and amounts recognized in the Company’s consolidated balance sheets as of December 31, 2017 and 2016: The following table provides information regarding the PBO, accumulated benefit obligation (“ABO”), and fair value of plan assets as of December 31, 2017 and 2016: The Company recognizes the overfunded and underfunded status of its pension plans as an asset and liability in the consolidated balance sheets. |
Our stock price may fluctuate significantly in response to a variety of factors including, among other things: · actual or anticipated variations in our quarterly results of operations; · recommendations or research reports about us or the financial services industry in general published by securities analysts; · the failure of securities analysts to cover, or continue to cover, us; · operating and stock price performance of other companies that investors deem comparable to us; · news reports relating to trends, concerns and other issues in the financial services industry; · perceptions in the marketplace regarding us, our competitors or other financial institutions and regarding BNPP and BNPP’s intentions and efforts to dispose of our stock; · future sales of our common stock; · departure of our management team or other key personnel; · new technology used, or services offered, by competitors; · significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors; · changes or proposed changes in laws or regulations, or differing interpretations thereof affecting our business, or enforcement of these laws and regulations; · litigation and governmental investigations; and · geopolitical conditions such as acts or threats of terrorism or military conflicts. |
A number of important factors could cause our actual results to differ materially from those indicated in these forward-looking statements, including the following: the geographic concentration of our business; current and future economic and market conditions in the United States generally or in Hawaii, Guam and Saipan in particular; the effect of the current low interest rate environment or changes in interest rates on our net interest income, net interest margin, the fair value of our investment securities, and our mortgage loan originations, mortgage servicing rights and mortgage loans held for sale; our inability to receive dividends from our bank, pay dividends to our common stockholders and satisfy obligations as they become due; the effects of geopolitical instability, including war, terrorist attacks, pandemics and man-made and natural disasters; our ability to maintain our bank's reputation; our ability to attract and retain skilled employees or changes in our management personnel; our ability to effectively compete with other financial services companies and the effects of competition in the financial services industry on our business; our ability to successfully develop and commercialize new or enhanced products and services; changes in the demand for our products and services; the effectiveness of our risk management and internal disclosure controls and procedures; any failure or interruption of our information and communications systems; our ability to identify and address cybersecurity risks; our ability to keep pace with technological changes; our ability to attract and retain customer deposits; the effects of problems encountered by other financial institutions; our access to sources of liquidity and capital to address our liquidity needs; fluctuations in the fair value of our assets and liabilities and off-balance sheet exposures; the effects of the failure of any component of our business infrastructure provided by a third party; the impact of, and changes in, applicable laws, regulations and accounting standards and policies; possible changes in trade, monetary and fiscal policies of, and other activities undertaken by, governments, agencies, central banks and similar organizations; our likelihood of success in, and the impact of, litigation or regulatory actions; market perceptions associated with our separation from BNPP and other aspects of our business; contingent liabilities and unexpected tax liabilities that may be applicable to us as a result of the Reorganization Transactions; the effect of BNPP’s beneficial ownership of our outstanding common stock and the control it retains over our business; our ability to retain service providers to perform oversight or control functions or services that have otherwise been performed in the past by affiliates of BNPP; the one-time and incremental costs of operating as a stand-alone public company; our ability to meet our obligations as a public company, including our obligations under Section 404 of the Sarbanes-Oxley Act of 2002; and damage to our reputation from any of the factors described above. |
The following table shows the amounts within accumulated other comprehensive loss that had not yet been recognized as components of net periodic benefit cost as of December 31, 2016 and 2015: The following table provides the amounts within accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost during 2017: The following tables summarize the changes to projected benefit obligation (“PBO”) and fair value of plan assets for pension benefits and accumulated postretirement benefit obligation (“APBO”) and fair value of plan assets for other benefits: The following table summarizes the funded status of the Company’s portion of the plans and amounts recognized in the Company’s consolidated balance sheets as of December 31, 2016 and 2015: The following table provides information regarding the PBO, accumulated benefit obligation (“ABO”), and fair value of plan assets as of December 31, 2016 and 2015: The Company recognizes the overfunded and underfunded status of its pension plans as an asset and liability in the consolidated balance sheets. |
Our overall leverage and the terms of our financing arrangements could: ● limit our ability to obtain additional financing in the future for working capital, capital expenditures and acquisitions; ● make it more difficult to satisfy our obligations under the terms of our indebtedness; ● limit our ability to refinance our indebtedness on terms acceptable to us or at all; ● limit our flexibility to plan for and adjust to changing business and market conditions in the industries in which we operate and increase our vulnerability to general adverse economic and industry conditions; ● require us to dedicate a substantial portion of our cash flow to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund future acquisitions, working capital, business activities, and other general corporate requirements; ● limit our ability to obtain additional financing for working capital, to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity, particularly if any ratings assigned to our debt securities by rating organizations were revised downward; and ● subject us to higher levels of indebtedness than our competitors, which may cause a competitive disadvantage and may reduce our flexibility in responding to increased competition. |
At November 28, 2020, we were in compliance with all covenants of our contractual obligations as shown in the following table: ● TTM = trailing 12 months ● EBITDA for Term Loan B covenant purposes is defined as consolidated net income, plus interest expense, expense for taxes paid or accrued, depreciation and amortization, certain non-cash impairment losses, extraordinary non-cash losses incurred other than in the ordinary course of business, nonrecurring extraordinary non-cash restructuring charges and the non-cash impact of purchase accounting, expenses related to the Royal Adhesives acquisition not to exceed $40.0 million, expenses relating to the integration of Royal Adhesives during the fiscal years ending in 2017, 2018 and 2019 not exceeding $30 million in aggregate, restructuring expenses that began prior to the Royal Adhesives acquisition incurred in fiscal years ending in 2017 and 2018 not exceeding $28 million in aggregate, and non-capitalized charges relating to the SAP implementation during fiscal years ending in 2017 through 2021 not exceeding $13 million in any single fiscal year, minus extraordinary non-cash gains. |
● EBITDA for Revolving Credit Facility covenant purposes is defined as consolidated net income, plus interest expense, expense for taxes paid or accrued, depreciation and amortization, non-cash impairment losses related to long-lived assets, intangible assets or goodwill, nonrecurring or unusual non-cash losses incurred other than in the ordinary course of business, nonrecurring or unusual non-cash restructuring charges and the non-cash impact of purchase accounting, fees, premiums, expenses and other transaction costs incurred or paid by the borrower or any of its Subsidiaries on the effective date in connection with the transactions, this agreement and the other loan documents, the 2020 supplemental indenture and the transactions contemplated hereby and thereby, one-time, non-capitalized charges and expenses relating to the Company’s SAP implementation during fiscal years ending in 2017 through 2024, in an amount not exceeding $15.0 million in any single fiscal year of the Company, charges and expenses relating to the ASP Royal Acquisition, including but not limited to advisory and financing costs, during the Company’s fiscal years ending in 2020 and 2021, in an aggregate amount (as to such years combined) not exceeding $40.0 million, charges and expenses related to the reorganization of the Company and its subsidiaries from five business units to three business units to reduce costs during the Company’s fiscal years ending in 2020 and 2021 in an aggregate amount (as to such years combined) not exceeding $24.0 million, and charges and expenses related to the Company’s manufacturing and operations project to improve delivery, implement cost savings and reduce inventory during the Company’s fiscal years ending in 2020, 2021 and 2022 in an aggregate amount (as to such years combined) not exceeding $15.5 million. |
Our overall leverage and the terms of our financing arrangements could: ● limit our ability to obtain additional financing in the future for working capital, capital expenditures and acquisitions; ● make it more difficult to satisfy our obligations under the terms of our indebtedness; ● limit our ability to refinance our indebtedness on terms acceptable to us or at all; ● limit our flexibility to plan for and adjust to changing business and market conditions in the industries in which we operate and increase our vulnerability to general adverse economic and industry conditions; ● require us to dedicate a substantial portion of our cash flow to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund future acquisitions, working capital, business activities, and other general corporate requirements; ● limit our ability to obtain additional financing for working capital, to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity, particularly if any ratings assigned to our debt securities by rating organizations were revised downward; and ● subject us to higher levels of indebtedness than our competitors, which may cause a competitive disadvantage and may reduce our flexibility in responding to increased competition. |
At November 30, 2019, we were in compliance with all covenants of our contractual obligations as shown in the following table: ● TTM = trailing 12 months ● EBITDA for covenant purposes is defined as consolidated net income, plus interest expense, expense for taxes paid or accrued, depreciation and amortization, certain non-cash impairment losses, extraordinary non-cash losses incurred other than in the ordinary course of business, nonrecurring extraordinary non-cash restructuring charges and the non-cash impact of purchase accounting, expenses related to the Royal Adhesives acquisition not to exceed $40.0 million, expenses relating to the integration of Royal Adhesives during the fiscal years ending in 2017, 2018 and 2019 not exceeding $30 million in aggregate, restructuring expenses that began prior to the Royal Adhesives acquisition incurred in fiscal years ending in 2017 and 2018 not exceeding $28 million in aggregate, and non-capitalized charges relating to the SAP implementation during fiscal years ending in 2017 through 2021 not exceeding $13 million in any single fiscal year, minus extraordinary non-cash gains. |
Our overall leverage and the terms of our financing arrangements could: ● limit our ability to obtain additional financing in the future for working capital, capital expenditures and acquisitions; ● make it more difficult to satisfy our obligations under the terms of our indebtedness; ● limit our ability to refinance our indebtedness on terms acceptable to us or at all; ● limit our flexibility to plan for and adjust to changing business and market conditions in the industries in which we operate and increase our vulnerability to general adverse economic and industry conditions; ● require us to dedicate a substantial portion of our cash flow to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund future acquisitions, working capital, business activities, and other general corporate requirements; ● limit our ability to obtain additional financing for working capital, to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity, particularly if any ratings assigned to our debt securities by rating organizations were revised downward; and ● subject us to higher levels of indebtedness than our competitors, which may cause a competitive disadvantage and may reduce our flexibility in responding to increased competition. |
At December 1, 2018, we were in compliance with all covenants of our contractual obligations as shown in the following table: ● TTM = trailing 12 months ● EBITDA for covenant purposes is defined as consolidated net income, plus interest expense, expense for taxes paid or accrued, depreciation and amortization, certain non-cash impairment losses, extraordinary non-cash losses incurred other than in the ordinary course of business, nonrecurring extraordinary non-cash restructuring charges and the non-cash impact of purchase accounting, expenses related to the Royal Adhesives acquisition not to exceed $40.0 million, one-time costs incurred in connection with prepayment premiums and make-whole amounts under certain agreements, certain “run rate” cost savings and synergies in connection with the Royal Adhesives acquisition not to exceed 15% of Consolidated EBITDA, expenses relating to the integration of Royal Adhesives during the fiscal years ending in 2017, 2018 and 2019 not exceeding $30 million in aggregate, restructuring expenses that began prior to the Royal Adhesives acquisition incurred in fiscal years ending in 2017 and 2018 not exceeding $28 million in aggregate, and non-capitalized charges relating to the SAP implementation during fiscal years ending in 2017 through 2021 not exceeding $13 million in any single fiscal year, minus extraordinary non-cash gains. |
Our overall leverage and the terms of our financing arrangements could: ● limit our ability to obtain additional financing in the future for working capital, capital expenditures and acquisitions; ● make it more difficult to satisfy our obligations under the terms of our indebtedness; ● limit our ability to refinance our indebtedness on terms acceptable to us or at all; ● limit our flexibility to plan for and adjust to changing business and market conditions in the industries in which we operate and increase our vulnerability to general adverse economic and industry conditions; ● require us to dedicate a substantial portion of our cash flow to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund future acquisitions, working capital, business activities, and other general corporate requirements; ● limit our ability to obtain additional financing for working capital, to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity, particularly if any ratings assigned to our debt securities by rating organizations were revised downward; and ● subject us to higher levels of indebtedness than our competitors, which may cause a competitive disadvantage and may reduce our flexibility in responding to increased competition. |
At December 2, 2017, we were in compliance with all covenants of our contractual obligations as shown in the following table: ● TTM = trailing 12 months ● EBITDA for covenant purposes is defined as consolidated net income, plus interest expense, expense for taxes paid or accrued, depreciation and amortization, certain non-cash impairment losses, extraordinary non-cash losses incurred other than in the ordinary course of business, nonrecurring extraordinary non-cash restructuring charges and the non-cash impact of purchase accounting, expenses related to the Royal Adhesives acquisition not to exceed $40.0 million, one-time costs incurred in connection with prepayment premiums and make-whole amounts under certain agreements, certain “run rate” cost savings and synergies in connection with the Royal Adhesives acquisition not to exceed 15% of Consolidated EBITDA, expenses relating to the integration of Royal Adhesives during the fiscal years ending in 2017, 2018 and 2019 not exceeding $30 million in aggregate, restructuring expenses that began prior to the Royal Adhesives acquisition incurred in fiscal years ending in 2017 and 2018 not exceeding $28 million in aggregate, and non-capitalized charges relating to the SAP implementation during fiscal years ending in 2017 through 2021 not exceeding $13 million in any single fiscal year, minus extraordinary non-cash gains. |
At November 28, 2015, we were in compliance with all covenants of our contractual obligations as shown in the following table: ● TTM = trailing 12 months ● EBITDA for covenant purposes is defined as consolidated net income, plus (i) interest expense, (ii) taxes, (iii) depreciation and amortization, (iv) non-cash impairment losses, (v) extraordinary non-cash losses incurred other than in the ordinary course of business, (vi) nonrecurring extraordinary non-cash restructuring charges, (vii) [reserved] , (viii) cash expenses incurred during fiscal years 2013 through 2015 in connection with facilities consolidation, restructuring and integration, discontinuance of operations, work force reduction, sale or abandonment of assets other than inventory, and professional and other fees incurred in connection with the acquired business or the restructuring of the company’s Europe, India, Middle East and Africa operations, not to exceed (x) $39.8 million for the period beginning with the fiscal quarter ending November 30, 2013 through and including the fiscal quarter ending May 31, 2014 and (y) $20.0 million for the period beginning with the fiscal quarter ending August 30, 2014 through and including the fiscal quarter ending November 28, 2015, (ix) cash expenses related to the Tonsan acquisition for advisory services and for arranging financing for the acquired business (including the non-cash write-off of deferred financing costs and any loss or expense on foreign exchange transactions intended to hedge the purchase price for the acquired business) with cash expenses not to exceed $10.0 million, minus extraordinary non-cash gains incurred other than in the ordinary course of business. |
• TTM = trailing 12 months • EBITDA for covenant purposes is defined as consolidated net income, plus (i) interest expense, (ii) taxes, (iii) depreciation and amortization, (iv) non-cash impairment losses, (v) extraordinary non-cash losses incurred other than in the ordinary course of business, (vi) nonrecurring extraordinary non-cash restructuring charges, (vii) [reserved] , (viii) cash expenses incurred during fiscal years 2013 through 2015 in connection with facilities consolidation, restructuring and integration, discontinuance of operations, work force reduction, sale or abandonment of assets other than inventory, and professional and other fees incurred in connection with the acquired business or the restructuring of the company’s Europe, India, Middle East and Africa operations, not to exceed (x) $39.8 million for the period beginning with the fiscal quarter ending November 30, 2013 through and including the fiscal quarter ending May 31, 2014 and (y) $20.0 million for the period beginning with the fiscal quarter ending August 30, 2014 through and including the fiscal quarter ending November 28, 2015, (ix) cash expenses related to the Tonsan acquisition for advisory services and for arranging financing for the acquired business (including the non-cash write-off of deferred financing costs and any loss or expense on foreign exchange transactions intended to hedge the purchase price for the acquired business) with cash expenses not to exceed $10.0 million, minus extraordinary non-cash gains incurred other than in the ordinary course of business. |
The $250,000 is a non-amortizing tranche, Series E. Additional details are provided below: Senior Notes, Series A, due December 16, 2016, $17,000 5.13 percent fixed, swapped to a variable rate of 6- month LIBOR (in arrears) plus 1.59 percent Senior Notes, Series B, due February 24, 2017, $33,000 5.13 percent fixed, swapped to a variable rate of 6-month LIBOR (in arrears) plus 1.47 percent Senior Notes, Series C, due December 16, 2019, $35,000 5.61 percent fixed, $25,000 swapped to a variable rate of 6-month LIBOR (in arrears) plus 1.78 percent Senior Notes, Series D, due February 24, 2020, $65,000 5.61 percent fixed Senior Notes, Series E, due March 5, 2022, $250,000 4.12 percent fixed On October 31, 2014, we entered into a credit agreement with a consortium of financial institutions under which we established a $300,000 multi-currency revolving credit facility and a $300,000 term loan that we can use to repay existing indebtedness, finance working capital needs, finance acquisitions, and for general corporate purposes. |
• TTM = trailing 12 months • EBITDA for covenant purposes is defined as consolidated net income, plus (i) interest expense, (ii) taxes, (iii) depreciation and amortization, (iv) non-cash impairment losses, (v) extraordinary non-cash losses incurred other than in the ordinary course of business, (vi) nonrecurring extraordinary non-cash restructuring charges, (vii) cash expenses for advisory services and for arranging financing for the acquired business (including the non-cash write-off of deferred financing costs and any loss or expense on foreign exchange transactions intended to hedge the purchase price for the acquired business) with cash expenses not to exceed $25.0 million, and (viii) cash expenses incurred during fiscal years 2011 through 2014 in connection with facilities consolidation, restructuring and integration, discontinuance of operations, work force reduction, sale or abandonment of assets other than inventory, and professional and other fees incurred in connection with the acquired business or the restructuring of the company’s Europe, India, Middle East and Africa operations, not to exceed $85.0 million in the aggregate, and (x) not to exceed $65.0 million during fiscal year 2012 and (y) not to exceed $65.0 million during fiscal years 2013 and 2014 combined, minus extraordinary non-cash gains incurred other than in the ordinary course of business. |
• TTM = trailing 12 months • EBITDA for covenant purposes is defined as consolidated net income, plus (i) interest expense, (ii) taxes, (iii) depreciation and amortization, (iv) non-cash impairment losses, (v) extraordinary non-cash losses incurred other than in the ordinary course of business, (vi) nonrecurring extraordinary non-cash restructuring charges, (vii) cash expenses for advisory services and for arranging financing for the acquired business (including the non-cash write-off of deferred financing costs and any loss or expense on foreign exchange transactions intended to hedge the purchase price for the acquired business) with cash expenses not to exceed $25.0 million, and (viii) cash expenses incurred during fiscal years 2011 through 2014 in connection with facilities consolidation, restructuring and integration, discontinuance of operations, work force reduction, sale or abandonment of assets other than inventory, and professional and other fees incurred in connection with the acquired business or the restructuring of the Company’s Europe, India, Middle East and Africa operations, not to exceed $85.0 million in the aggregate, and (x) not to exceed $65.0 million during fiscal year 2012 and (y) not to exceed $65.0 million during fiscal years 2013 and 2014 combined, minus extraordinary non-cash gains incurred other than in the ordinary course of business. |
This pending acquisition presents certain risks to our business and operations prior to the closing of the acquisition, including, among other things, risks that: • the acquisition is subject to the expiration or termination of waiting periods and receipt of clearances or approvals from various regulatory authorities, which may impose conditions that could have an adverse effect on us or, if not obtained, could prevent completion of the acquisition; • any delay in completing the acquisition will delay the realization of the benefits expected to be achieved thereafter; • any delay in completing the acquisition could adversely affect the future business and operations of the target business; • uncertainties associated with the acquisition may cause a loss of management personnel and other key employees which could adversely affect the future business and operations of the target business; • we may encounter difficulty or high costs associated with securing permanent financing; • if the acquisition is not completed by October 6, 2012, we or Forbo may choose not to proceed with the acquisition. |
In addition, certain risks will continue to exist after the closing of the acquisition, including, among other things, risks that: • the mix of markets served and business operations of Forbo differ somewhat from our markets and our business operations, and the combined business will have a different business mix than our business prior to the acquisition, presenting different operational risks and challenges; • we may be unable to integrate successfully the business of Forbo and realize the anticipated benefits of the merger; • we will have substantial indebtedness following the acquisition and our future credit ratings or our subsidiaries credit ratings may be different from what we currently expect; • the acquisition integration may involve unexpected costs, unexpected liabilities or unexpected delays; • our business may suffer as a result of uncertainty surrounding the acquisition and disruptions from the acquisition may harm relationships with customers, suppliers and employees; • evaluation of, and estimation of potential losses arising from lawsuits, claims, contingencies and legal proceedings could prove to be inaccurate. |
The following is a list of the company’s manufacturing plants as of December 3, 2005: Global Adhesives Full-Valu/Specialty Non-U.S. : Argentina - Buenos Aires Costa Rica - Alto de Ochomogo, Cartago Australia - Dandenong South, VIC Honduras - San Pedro Sula Austria - Wels Republic of Panama - Tocumen, Panama Brazil - Sorocaba, SP 2 United Kingdom - Birmingham 1 Canada - Boucherville, QC Chile - Maipu, Santiago Republic of China - Huangpu Guangzhou 1 Colombia - Itagui, Antioquia 1 Costa Rica - Alajuela - Alto de Ochomogo, Cartago Germany - Lueneburg - Nienburg Italy - Borgolavezzaro, (No) Philippines - Laguna Portugal - Porto United Kingdom - Dukinfield, Cheshire Global Adhesives Full-Valu/Specialty USA: California - Roseville California - La Mirada Georgia - Covington Florida - Gainesville - Tucker Georgia - Covington Indiana - Elkhart Illinois - Palatine Kentucky - Paducah - Tinley Park Michigan - Farmington Heights 1 Minnesota - Fridley - Grand Rapids - Oakdale - Taylor New Jersey - Edison 1 Minnesota - Vandais Heights Texas - Houston Missouri - St. Louis 2 Washington - Vancouver New Jersey - Edison 2 North Carolina - Greensboro 2 Ohio - Blue Ash - Dayton 1 Tennessee - Memphis 1,2 Texas - Mesquite (1) Leased Property (2) Idle Property Item 3. |
The following is a list of the company’s manufacturing plants as of November 27, 2004: Global Adhesives Full-Valu/Specialty Non-U.S. : Argentina - Buenos Aires Costa Rica - Alto de Ochomogo, Cartago Australia - Dandenong South, VIC Honduras - San Pedro Sula Austria - Wels Republic of Panama - Tocumen, Panama Brazil - Sorocaba, SP ** United Kingdom - Birmingham * Canada - Boucherville, QC Chile - Maipu, Santiago Republic of China - Huangpu Guangzhou Colombia - Itagui, Antioquia Costa Rica - Alajuela Germany - Lueneburg - Nienburg Italy - Borgolavezzaro, (No) Japan - Hamamatsu City, Shizuoka Philippines - Laguna Portugal - Oporto United Kingdom - Dukinfield, Cheshire, SK USA: California - Roseville Florida - Gainesville Georgia - Covington Georgia - Covington - Tucker Illinois - Palatine Indiana - Elkhart - Tinley Park Kentucky - Paducah Minnesota - Fridley Michigan - Farmington Heights - Oakdale - Grand Rapids New Jersey - Edison * - Taylor Texas - Houston Ohio - Blue Ash Washington - Vancouver - Dayton * Texas - Mesquite * Leased Property ** Idle Property Item 3. |
Fuller Company and Subsidiaries (In thousands, except per share amounts) Fiscal Years ----------------------------------------- November 29, November 30, December 1, 2003 2002 2001 ----------------------------------------- Net revenue $ 1,287,331 $ 1,256,210 $ 1,274,059 Cost of sales (935,135) (918,228) (928,506) ----------------------------------------- Gross profit 352,196 337,982 345,553 Selling, general and administrative expenses (284,242) (281,560) (257,446) Interest expense (14,467) (17,266) (21,247) Gains from sales of assets 2,767 4,165 752 Other expense, net (5,446) (3,009) (6,310) ----------------------------------------- Income before income taxes, minority interests, income from equity investments and accounting change 50,808 40,312 61,302 Income taxes (14,307) (12,973) (17,665) Minority interests (expense)/ income 13 (989) (873) Income from equity investments 2,105 1,826 2,176 ----------------------------------------- Income before cumulative effect of accounting change 38,619 28,176 44,940 Cumulative effect of accounting change -- -- (501) ----------------------------------------- Net income $ 38,619 $ 28,176 $ 44,439 ========================================= Basic income (loss) per common share: Income before accounting change $ 1.37 $ 1.00 $ 1.61 Accounting change -- -- (0.02) ----------------------------------------- Net income $ 1.37 $ 1.00 $ 1.59 ========================================= Diluted income (loss) per common share: Income before accounting change $ 1.35 $ 0.98 $ 1.59 Accounting change -- -- (0.02) ----------------------------------------- Net income $ 1.35 $ 0.98 $ 1.57 ========================================= Weighted-average common shares outstanding: Basic 28,245 28,095 27,962 Diluted 28,695 28,601 28,330 See accompanying notes to consolidated financial statements. |
Fuller Company and Subsidiaries (In thousands, except share and per share amounts) November 29, November 30, 2003 2002 --------------------------- Assets Current Assets: Cash and cash equivalents $ 3,260 $ 3,666 Trade receivables, net 239,593 212,342 Inventories 146,571 143,012 Other current assets 59,068 49,854 --------------------------- Total current assets 448,492 408,874 --------------------------- Property, plant and equipment, net 348,653 354,964 Other assets 114,117 106,456 Goodwill 79,414 71,020 Other intangibles, net 16,912 20,125 --------------------------- Total assets $ 1,007,588 $ 961,439 =========================== Liabilities and Stockholders' Equity Current Liabilities: Notes payable $ 11,493 $ 20,020 Current installments of long-term debt 1,383 1,362 Trade payables 117,001 113,297 Accrued payroll / employee benefits 25,042 37,109 Other accrued expenses 29,196 25,070 Restructuring liabilities 1,844 8,508 Income taxes payable 14,067 9,480 --------------------------- Total current liabilities 200,026 214,846 --------------------------- Long-term debt, excluding current installments 161,047 161,763 Accrued pensions 88,586 87,393 Other liabilities 34,239 34,532 Minority interests in consolidated subsidiaries 14,352 14,575 --------------------------- Total liabilities 498,250 513,109 --------------------------- Commitments and contingencies Stockholders' Equity: Common stock, par value $1.00 per share 28,435 28,362 Shares outstanding - 2003 and 2002 were 28,435,000 and 28,362,316 Additional paid-in capital 41,324 39,665 Retained earnings 437,575 411,818 Accumulated other comprehensive income (loss) 3,044 (29,679) Unearned compensation - restricted stock (1,040) (1,836) --------------------------- Total stockholders' equity 509,338 448,330 --------------------------- Total liabilities and stockholders'equity $ 1,007,588 $ 961,439 =========================== See accompanying notes to consolidated financial statements. |
Fuller Company and Subsidiaries (In thousands) Fiscal Years ----------------------------------------- November 29, November 30, December 1, 2003 2002 2001 ----------------------------------------- Preferred Stock Beginning balance $ -- $ 306 $ 306 Retirement of preferred stock -- (306) -- ----------------------------------------- Ending balance $ -- $ -- $ 306 ----------------------------------------- Common Stock Beginning balance $ 28,362 $ 28,281 $ 14,116 Stock split -- -- 14,142 Retirement of common stock (13) (42) (10) Stock compensation plans, net 86 123 33 ----------------------------------------- Ending balance $ 28,435 $ 28,362 $ 28,281 ----------------------------------------- Additional Paid-in Capital Beginning balance $ 39,665 $ 37,830 $ 36,707 Retirement of common stock (284) (1,182) (371) Stock compensation plans, net 1,943 3,017 1,494 ----------------------------------------- Ending balance $ 41,324 $ 39,665 $ 37,830 ----------------------------------------- Retained Earnings Beginning balance $ 411,818 $ 396,048 $ 377,846 Net income 38,619 28,176 44,439 Stock split -- -- (14,142) Dividends (12,862) (12,406) (12,095) ----------------------------------------- Ending balance $ 437,575 $ 411,818 $ 396,048 ----------------------------------------- Accumulated Other Comprehensive Income (Loss) Beginning balance $ (29,679) $ (25,150) $ (20,088) Foreign currency translation adjustment 28,270 10,411 (402) Minimum pension liability adjustment, net of tax 4,453 (14,940) (4,660) ----------------------------------------- Ending balance $ 3,044 $ (29,679) $ (25,150) ----------------------------------------- Unearned Compensation - Restricted Stock Beginning balance $ (1,836) $ (3,289) $ (4,177) Restricted stock grants (34) (358) (556) Amortization / other changes in unearned compensation 830 1,811 1,444 ----------------------------------------- Ending balance $ (1,040) $ (1,836) $ (3,289) ----------------------------------------- Total Stockholders' Equity $ 509,338 $ 448,330 $ 434,026 ========================================= See accompanying notes to consolidated financial statements. |
Fuller Company and Subsidiaries (In thousands) Fiscal Years ----------------------------------------- November 29, November 30, December 1, 2003 2002 2001 ----------------------------------------- Cash flows from operating activities: Net income $ 38,619 $ 28,176 $ 44,439 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 51,697 54,783 47,200 Amortization 2,439 2,761 7,201 Deferred income taxes 42 (217) 332 Gains from sales of assets (2,767) (4,165) (752) Change in assets and liabilities: Accounts receivables, net (12,229) 2,381 8,189 Inventories 3,986 1,669 11,992 Other current assets 4,727 (6,870) 3,495 Other assets 5,563 2,595 (3,599) Trade payables (1,830) (3,504) (11,356) Accrued payroll / employee benefits and other accrued expenses (15,143) 7,138 (3,528) Restructuring liabilities (6,862) 9,762 (705) Income taxes payable 3,016 537 5,731 Accrued / prepaid pensions (20,129) (6,091) (11,951) Other liabilities 6,575 (5,139) (6,313) Other 1,973 (1,492) (707) ----------------------------------------- Net cash provided by operating activities 59,677 82,324 89,668 ----------------------------------------- Cash flows from investing activities: Purchased property, plant and equipment (39,263) (36,278) (30,725) Purchased investments (3,106) -- (3,517) Proceeds from sale of property, plant and equipment 5,710 10,094 7,309 Proceeds from sale of investments -- -- 1,567 ----------------------------------------- Net cash used in investing activities (36,659) (26,184) (25,366) ----------------------------------------- Cash flows from financing activities: Proceeds from long-term debt 62,018 21,685 4,602 Repayment of long-term debt (63,056) (63,105) (43,618) Net proceeds (payments) from/on notes payable (10,702) (10,259) (12,143) Dividends paid (12,662) (12,406) (12,095) Other, primarily proceeds from stock option exercises 1,014 227 (258) ----------------------------------------- Net cash used in financing activities (23,388) (63,858) (63,512) ----------------------------------------- Net change in cash and cash equivalents (370) (7,718) 790 Effect of exchange rate changes (36) (70) 175 Cash and cash equivalents at beginning of year 3,666 11,454 10,489 ----------------------------------------- Cash and cash equivalents at end of year $ 3,260 $ 3,666 $ 11,454 ========================================= Supplemental disclosure of cash flow information: Noncash financing activities Dividends paid with company stock $ 200 $ -- $ -- Cash paid for interest $ 17,751 $ 18,965 $ 22,008 Cash paid for income taxes $ 11,791 $ 11,906 $ 8,420 See accompanying notes to consolidated financial statements. |
Inventories: 2003 2002 - ------------ ---------------------------- Raw materials $ 58,743 $ 57,041 Finished goods 97,943 96,192 LIFO reserve (10,115) (10,221) ---------------------------- Total inventories $ 146,571 $ 143,012 ============================ Other current assets: - --------------------- Employee and other receivables $ 11,379 $ 10,166 Prepaid income taxes 8,211 4,358 Current deferred income tax asset 14,327 16,742 Prepaid expenses 15,743 18,588 Assets held for sale 9,408 -- ---------------------------- Total other current assets $ 59,068 $ 49,854 ============================ Property, plant and equipment: - ------------------------------ Land $ 45,729 $ 43,925 Buildings and improvements 214,737 216,101 Machinery and equipment 542,250 501,077 Construction in progress 25,700 15,894 ---------------------------- Total, at cost 828,416 776,997 Accumulated depreciation (479,763) (422,033) ---------------------------- Net property, plant and equipment $ 348,653 $ 354,964 ============================ Other assets: - ------------- Investment in trading securities $ 23,639 $ 23,657 Investment in & advances to unconsolidated subsidiaries 31,373 31,699 Long-term deferred tax asset 9,122 13,660 Prepaid postretirement benefits 20,215 22,757 Prepaid pension costs 21,680 1,225 Other long-term assets 8,088 13,458 ---------------------------- Total other assets $ 114,117 $ 106,456 ============================ Other accrued expenses: - ----------------------- Taxes other than income taxes $ 5,795 $ 11,362 Interest 5,817 1,640 Product liability 5,488 4,122 Accrued expenses 12,096 7,946 ---------------------------- Total other accrued liabilities $ 29,196 $ 25,070 ============================ Other liabilities: - ------------------ Long-term deferred tax liability $ 17,148 $ 20,807 Long-term deferred compensation 9,093 8,176 Other long-term liabilities 7,998 5,549 ---------------------------- Total other liabilities $ 34,239 $ 34,532 ============================ Additional details on the allowance for doubtful accounts for 2003, 2002 and 2001 follows. |
2003 2002 --------------------- Global Adhesives $ 69,236 $ 61,556 Full-Valu/Specialty 10,178 9,464 --------------------- Total $ 79,414 $ 71,020 ===================== - 37 - Balances of amortizable identifiable intangible assets, excluding goodwill and other non-amortizable intangible assets follows: Purchased Technology All Amortizable Intangible Assets & Patents Other Total - ------------------------------------------- --------------------------------- As of November 29, 2003: Original cost $ 24,560 $ 2,354 $ 26,914 Accumulated amortization (11,588) (765) (12,353) --------------------------------- Net identifiable intangibles $ 12,972 $ 1,589 $ 14,561 ================================= Weighted average useful lives (in years) 12 11 12 ================================= As of November 30, 2002: Original cost $ 27,890 $ 1,605 $ 29,495 Accumulated amortization (12,778) (985) (13,763) --------------------------------- Net identifiable intangibles $ 15,112 $ 620 $ 15,732 ================================= Weighted average useful lives (in years) 12 17 13 ================================= Estimated aggregate amortization expense based on the current carrying value of amortizable intangible assets for the next five fiscal years follows: Fiscal Year 2004 2005 2006 2007 2008 Thereafter - ------------ ------------------------------------------------------------ Amortization Expense $ 2,246 $ 2,222 $ 2,216 $ 2,200 $ 2,158 $ 3,519 The above amortization expense forecast is an estimate. |
7/ Income Taxes Income Before Income Taxes, Minority Interests, Equity Investments and Cumulative Effect of Accounting Change 2003 2002 2001 - -------------------------------------- --------------------------------- United States $ 25,489 $ 30,263 $ 41,735 Outside U.S. 25,319 10,049 19,567 --------------------------------- Total $ 50,808 $ 40,312 $ 61,302 ================================= Components of the Provision for Income Taxes (excluding the cumulative effect of an accounting change) - -------------------------------------- Current: U.S. federal $ 1,898 $ 4,595 $ 5,753 State 1,292 1,467 1,835 Outside U.S. 11,075 7,128 9,745 --------------------------------- 14,265 13,190 17,333 --------------------------------- Deferred: U.S. federal (755) (2,387) 3,963 State 17 (15) (23) Outside U.S. 780 2,185 (3,608) --------------------------------- 42 (217) 332 --------------------------------- Total $ 14,307 $ 12,973 $ 17,665 ================================= Reconciliation of Effective Income Tax Rate - ------------------------------------------- Statutory U.S. federal income tax rate 35.0% 35.0% 35.0% State income taxes, net of federal benefit 1.7 2.3 1.9 U.S. federal income taxes on dividends received from non-U.S. subsidiaries, before foreign tax credits 1.5 1.9 1.4 Foreign tax credits (3.0) (6.4) (6.5) Non-U.S. taxes 3.1 14.4 1.4 Interest income not taxable in the U.S. (3.0) (3.6) (1.0) Other tax credits (5.6) (7.5) (4.8) Other (1.5) (3.9) 1.4 --------------------------------- Total 28.2% 32.2% 28.8% ================================= - 39 - The effective tax rate in 2003, 2002 and 2001 was impacted by costs related to the restructuring plan. |
Weighted- Average Exercise Summary of Non-qualified Stock Option Activity Options Price - ---------------------------------------------- --------- --------- Outstanding at December 2, 2000 728,030 $ 23.88 Cancelled (150,422) 21.62 Granted 607,172 18.63 Exercised (5,732) 21.50 --------- Outstanding at December 1, 2001 1,179,048 21.48 Cancelled (154,851) 22.35 Granted 384,152 26.02 Exercised (79,088) 22.31 --------- Outstanding at November 30, 2002 1,329,261 22.64 Cancelled (67,250) 26.47 Granted 354,301 27.37 Exercised (66,027) 20.25 --------- Outstanding at November 29, 2003 1,550,285 $ 23.66 ========= Exercisable at November 29, 2003 667,131 $ 22.54 ========= Options Outstanding Options Exercisable ----------------------------------- --------------------- Weighted- Average Remaining Weighted- Weighted- Contractual Average Average Range of Exercise Life Exercise Exercise Prices Options (in years) Price Options Price - ------------------ --------- ----------- --------- ------- ----------- $ 18.63 - 24.45 753,248 6.5 $ 19.94 453,981 $ 20.22 25.95 - 28.52 774,476 8.0 26.97 192,510 26.78 30.63 - 34.31 22,561 5.9 33.89 20,640 34.20 --------- ------- 1,550,285 667,131 ========= ======= - 42 - The weighted-average fair value per stock options granted in 2003, 2002 and 2001 was $10.67, $10.34 and $7.66, respectively. |
Reconciliation of Operating Income to Pretax Income 2003 2002 2001 - ------------------------------- --------------------------------- Operating income $ 76,382 $ 88,203 $ 89,671 Restructuring related (charges) credits (6,473) (29,737) (1,564) Interest expense (14,467) (17,266) (21,247) Gains from sales of assets 812 2,121 752 Other income (expense), net (5,446) (3,009) (6,310) --------------------------------- Pretax income $ 50,808 $ 40,312 $ 61,302 ================================= Property, Plant and Geographic Areas Trade Revenue Equipment - ---------------- ---------------------------------- North America 2003 $ 736,714 $ 200,258 2002 748,706 219,894 2001 762,402 242,296 Europe 2003 $ 263,856 $ 84,222 2002 243,989 72,789 2001 245,271 64,623 Latin America 2003 $ 167,702 $ 40,139 2002 164,195 40,858 2001 169,649 42,853 Asia/Pacific 2003 $ 119,059 $ 24,034 2002 99,320 21,423 2001 96,737 21,341 Total Company 2003 $ 1,287,331 $ 348,653 2002 1,256,210 354,964 2001 1,274,059 371,113 14/ Quarterly Data (unaudited) - 48 - Item 9. |
STROUCKEN Senior Vice President, and Chief /s/ John A. Feenan Financial Officer - -------------------------------------- (Principal Financial Officer) JOHN A. FEENAN /s/ James C. McCreary, Jr. Vice President and Controller - -------------------------------------- (Principal Accounting Officer) JAMES C. MCCREARY, JR. *Norbert R. Berg *Freeman A. Ford - -------------------------------------- ---------------------------------------- NORBERT R. BERG, Director FREEMAN A. FORD, Director *Knut Kleedehn *J. Michael Losh - -------------------------------------- ---------------------------------------- KNUT KLEEDEHN, Director J. MICHAEL LOSH, Director *John J. Mauriel, Jr. *Lee R. Mitau - -------------------------------------- ---------------------------------------- JOHN J. MAURIEL, JR., Director LEE R. MITAU, Director *Alfredo L. Rovira *John C. van Roden, Jr. - -------------------------------------- ---------------------------------------- ALFREDO L. ROVIRA, Director JOHN C. VAN RODEN, JR. , Director *R. William Van Sant - -------------------------------------- R. WILLIAM VAN SANT, Director *By /s/ Patricia L. Jones - -------------------------------------- Dated: February 25, 2004 PATRICIA L. JONES, Attorney in Fact - 54 - EXHIBIT INDEX * Asterisked items are management contracts or compensatory plans or arrangements required to be filed. |
STROUCKEN Chief Executive Officer and Director (Principal Executive Officer) /S/ RAYMOND A. TUCKER Senior Vice President, and - ------------------------------ Chief Financial Officer RAYMOND A. TUCKER (Principal Financial Officer) /S/ JAMES C. MCCREARY, JR. Vice President and Controller - ------------------------------ (Principal Accounting Officer) JAMES C. MCCREARY, JR. * NORBERT R. BERG * FREEMAN A. FORD - ------------------------------ ------------------------------ NORBERT R. BERG, Director FREEMAN A. FORD, Director * GAIL D. FOSLER * REATHA CLARK KING - ------------------------------ ------------------------------ GAIL D. FOSLER, Director REATHA CLARK KING, Director * KNUT KLEEDEHN * J. MICHAEL LOSH - ------------------------------ ------------------------------ KNUT KLEEDEHN, Director J. MICHAEL LOSH, Director * JOHN J. MAURIEL, JR. * LEE R. MITAU - ------------------------------ ------------------------------ JOHN J. MAURIEL, JR., Director LEE MITAU, Director * ALFREDO L. ROVIRA * R. WILLIAM VAN SANT - ------------------------------ ------------------------------ ALFREDO L. Rovira, Director R. WILLIAM VAN SANT, Director *By /S/ PATRICIA L. JONES Dated: February 28, 2003 - ------------------------------ PATRICIA L. JONES, Attorney in Fact CERTIFICATIONS I, Albert P.L. |
STROUCKEN (Principal Executive Officer) /s/ Raymond A. Tucker Senior Vice President, and Chief _____________________________________ Financial Officer (Principal RAYMOND A. TUCKER Financial Officer) /s/ James C. McCreary, Jr. Vice President and Controller _____________________________________ (Principal Accounting Officer) JAMES C. MCCREARY, JR. * Edward L. Bronstien, Jr. * Norbert R. Berg _____________________________________ _____________________________________ EDWARD L. BRONSTIEN JR., Director NORBERT R. BERG, Director * Gail D. Fosler * Freeman A. Ford _____________________________________ _____________________________________ GAIL D. FOSLER, Director FREEMAN A. FORD, Director * Knut Kleedehn * Reatha Clark King _____________________________________ _____________________________________ KNUT KLEEDEHN, Director, REATHA CLARK KING, Director * John J. Mauriel, Jr. * J. Michael Losh _____________________________________ _____________________________________ JOHN J. MAURIEL, JR., Director J. MICHAEL LOSH, Director * R. William Van Sant * Lee R. Mitau _____________________________________ _____________________________________ R. WILLIAM VAN SANT, Director LEE MITAU, Director /s/ Richard C. Baker Dated: March 1, 2002 *By__________________________________ RICHARD C. BAKER Attorney in Fact EXHIBIT INDEX * Asterisked items are management contracts or compensatory plans or arrangements required to be filed. |
STROUCKEN President and Chief Executive Officer and Director (Principal Executive Officer) /s/ Raymond A. Tucker Senior Vice President, - ----------------------------------- RAYMOND A. TUCKER Chief Financial Officer (Principal Financial Officer) /s/ David J. Maki Vice President and Controller - ----------------------------------- DAVID J. MAKI (Principal Accounting Officer) *Anthony L. Andersen *Norbert R. Berg - ----------------------------------- ------------------------------------- ANTHONY L. ANDERSEN, Director NORBERT R. BERG, Director *Edward L. Bronstien, Jr. *Robert J. Carlson - ----------------------------------- ------------------------------------- EDWARD L. BRONSTIEN, JR., Director ROBERT J. CARLSON, Director *Freeman A. Ford *Gail D. Fosler - ----------------------------------- ------------------------------------- FREEMAN A. FORD, Director GAIL D. FOSLER, Director *Reatha Clark King *Walter Kissling - ----------------------------------- ------------------------------------- REATHA CLARK KING, Director WALTER KISSLING, Director *John J. Mauriel, Jr. *Lee R. Mitau - ----------------------------------- ------------------------------------- JOHN J. MAURIEL, JR., Director LEE MITAU, Director *Rolf Schubert *Lorne C. Webster - ----------------------------------- ------------------------------------- ROLF SCHUBERT, Director LORNE C. WEBSTER, Director *By: /s/ Richard C. Baker Dated: February 24, 2000 ------------------------------ RICHARD C. BAKER Attorney in Fact REPORT OF INDEPENDENT ACCOUNTANTS ON ------------------------------------ FINANCIAL STATEMENT SCHEDULE ---------------------------- To the Board of Directors of H.B. |
LOCATIONS -------------- California Massachusetts - Wilmington Chatsworth Michigan Los Angeles (1 owned, 1 leased) Grand Rapids Roseville Warren Florida Minnesota Gainesville Minneapolis and St. Paul Pompano Beach (7 owned, 2 leased) Georgia New Jersey - Edison Conyers* (1 owned, 1 leased) Covington (2 owned) North Carolina - Greensboro Forest Park Ohio Tucker Cincinnati Illinois Dayton Palatine Tennessee - Memphis* Tinley Park Texas Indiana - Elkhart Dallas Kansas - Kansas City Houston Kentucky Washington - Vancouver Hopkinsville Paducah OTHER LOCATIONS --------------- Argentina - Buenos Aires Honduras Australia San Pedro Sula (2 owned) Melbourne Italy - Borgolavezzaro Austria - Wels Japan - Hamamatsu Brazil - Sao Paulo Mexico - Mexico City* Canada Netherlands - Amerongen St. Andre est New Zealand - Auckland (2 owned) Montreal Nicaragua - Managua Toronto People's Republic of Chile - Santiago China - Guangzhou* Colombia - Itagui* Peru - Lima Costa Rica - San Jose (5 owned) Philippines - Manila* Dominican Republic - Santo Domingo Puerto Rico - Bayamon Ecuador - Guayaquil (2 owned) Republic of Panama - Panama City El Salvador - San Salvador Spain - Alicante Federal Republic of Germany Taiwan - Taipei Luneburg United Kingdom Nienburg* Birmingham* France - Le Trait Leabrooks* Guatemala - Guatemala City Venezuela - Caracas *Leased properties The Company's principal executive offices and central research facilities are Company owned and located in the St. Paul, Minnesota metropolitan area. |
FULLER COMPANY Dated: February 26, 1998 By /s/ Walter Kissling ---------------------------- WALTER KISSLING President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: SIGNATURE TITLE --------- ----- /s/ Walter Kissling President and - ------------------------ Chief Executive Officer and Director WALTER KISSLING (Principal Executive Officer) /s/ Jorge Walter Bolanos Senior Vice President, - -------------------------- Chief Financial Officer and Treasurer JORGE WALTER BOLANOS (Principal Financial Officer) /s/ David J. Maki Vice President - -------------------------- and Controller DAVID J. MAKI (Principal Accounting Officer) *ANTHONY L. ANDERSEN Chair, Board of Directors and Director *NORBERT R. BERG Director *EDWARD L. BRONSTIEN, JR. Director *FREEMAN A. FORD Director *GAIL D. FOSLER Director *REATHA CLARK KING Director *JOHN J. MAURIEL, JR. Director *LEE R. MITAU Director *ROLF SCHUBERT Vice President and Director *LORNE C. WEBSTER Director By: /s/ Richard C. Baker Dated: February 26, 1998 - ----------------------------- RICHARD C. BAKER Attorney in Fact * Power of Attorney filed with this report as Exhibit 24 hereto. |
FULLER COMPANY Dated: February 26, 1998 By /s/ Walter Kissling ---------------------------- WALTER KISSLING President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: SIGNATURE TITLE --------- ----- /s/ Walter Kissling President and - ------------------------ Chief Executive Officer and Director WALTER KISSLING (Principal Executive Officer) /s/ Jorge Walter Bolanos Senior Vice President, - -------------------------- Chief Financial Officer and Treasurer JORGE WALTER BOLANOS (Principal Financial Officer) /s/ David J. Maki Vice President - -------------------------- and Controller DAVID J. MAKI (Principal Accounting Officer) *ANTHONY L. ANDERSEN Chair, Board of Directors and Director *NORBERT R. BERG Director *EDWARD L. BRONSTIEN, JR. Director *FREEMAN A. FORD Director *GAIL D. FOSLER Director *REATHA CLARK KING Director *JOHN J. MAURIEL, JR. Director *LEE R. MITAU Director *ROLF SCHUBERT Vice President and Director *LORNE C. WEBSTER Director By: /s/ Richard C. Baker Dated: February 26, 1998 - ----------------------------- RICHARD C. BAKER Attorney in Fact * Power of Attorney filed with this report as Exhibit 24 hereto. |
Locations -------------- California Michigan Chatsworth Grand Rapids Los Angeles (1 owned, 1 leased) Warren (1 owned, 1 leased) Roseville Minnesota Florida Minneapolis and St. Paul Gainesville (7 owned, 1 leased) Pompano Beach New Jersey - Edison Georgia (1 owned, 1 leased) Conyers* North Carolina - Greensboro Covington Ohio Forest Park Cincinnati* Tucker Dayton Illinois Tennessee - Memphis* Palatine Texas Tinley Park Dallas Indiana - Elkhart Fort Worth Kansas - Kansas City Houston Kentucky - Paducah Washington - Vancouver Massachusetts - Wilmington *Leased properties Other Locations --------------- Argentina - Buenos Aires Honduras Australia San Pedro Sula (2 owned) Melbourne Tegucigalpa Sydney* Italy - Borgolavezzaro Austria - Wels Japan - Hamamatsu Brazil - Sao Paulo Mexico - Mexico City* Canada Netherlands - Amerongen St. Andre est New Zealand - Auckland (2 owned) Montreal Nicaragua - Managua Toronto People's Republic of Chile - Santiago China - Guangzhou* Colombia - Itagui* Peru - Lima Costa Rica - San Jose (5 owned) Philippines - Manila* Dominican Republic - Santo Domingo Puerto Rico - Bayamon Ecuador - Guayaquil (2 owned) Republic of Panama - Panama City El Salvador - San Salvador Spain - Alicante Federal Republic of Germany Switzerland - Basel* Luneburg Taiwan - Taipei Nienburg* United Kingdom France - Le Trait Birmingham* Guatemala - Guatemala City Derbyshire* Venezuela - Caracas *Leased properties The Company's principal executive offices and central research facilities are Company owned and located in the St. Paul, Minnesota metropolitan area. |
H. B. FULLER COMPANY Dated: February 25, 1997 By/s/ Walter Kissling -------------------------------- WALTER KISSLING President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title - --------- ----- /s/ Walter Kissling President and - --------------------------- Chief Executive Officer and Director WALTER KISSLING (Principal Executive Officer) /s/ Jorge Walter Bolanos Senior Vice President, - --------------------------- Chief Financial Officer and Treasurer JORGE WALTER BOLANOS (Principal Financial Officer) /s/ David J. Maki Vice President and Controller - --------------------------- (Principal Accounting Officer) DAVID J. MAKI *ANTHONY L. ANDERSEN Chair, Board of Directors and Director *NORBERT R. BERG Director *EDWARD L. BRONSTIEN, JR. Director *ROBERT J. CARLSON Director *FREEMAN A. FORD Director *GAIL D. FOSLER Director *REATHA CLARK KING Director *JOHN J. MAURIEL, JR. Director *LEE R. MITAU Director *ROLF SCHUBERT Vice President and Director *LORNE C. WEBSTER Director By: /s/ Richard C. Baker Dated: February 25, 1997 - --------------------------- RICHARD C. BAKER Attorney in Fact *Power of Attorney filed with this report as Exhibit 24 hereto. |
Subsets and Splits