Document/Exhibit Description Pages Size
1: 10-K Form 10-K for Berger Holdings 48 219K
2: EX-10.J Employee Agreement 7 25K
3: EX-10.K Employee Agreement 7 25K
4: EX-10.L Employee Agreement 7 25K
5: EX-10.M Employee Agreement 7 25K
6: EX-10.N Change of Control Agreement 6 26K
7: EX-21 Subsidiaries of the Registrant 1 5K
8: EX-23 Consent of Independent Auditors 1 7K
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SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 [No Fee Required]
For the fiscal year ended December 31, 2000
-----------------
[ ] Transition Report Pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required]
For the transition period from _____________ to _____________
Commission file number 0-12362
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BERGER HOLDINGS, LTD.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2160077
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
805 Pennsylvania Boulevard, Feasterville, PA 19053
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 215-355-1200
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act:
Title of each class
-------------------
Common Stock, $.01 par value
Rights
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of March 21, 2001, 5,371,836 shares of the Company's common stock, $.01
par value ("Common Stock") of the registrant were outstanding and the aggregate
market value of the Common Stock (based upon the average of high and low bid
prices of the Common Stock on the National Association of Securities Dealers
Automatic Quotation System on March 21, 2001) of the registrant, held by
nonaffiliates was approximately $7,150,000.(1)
Documents Incorporated By Reference:
Part III - Portions of the registrant's definitive proxy statement, which will
be filed with the Securities and Exchange Commission in connection
with the registrant's 2001 Annual Meeting of Shareholders, are
incorporated by reference into Part III of this report.
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(1) Such figure excludes the shares of Common Stock held by the registrant's
executive officers and directors. The information provided shall in no way
be construed as an admission that any person whose holdings are excluded
from the figure is an affiliate or that any person whose holdings are
included is not an affiliate and any such admission is hereby disclaimed.
-2-
PART I
------
ITEM 1. BUSINESS
----------------
BACKGROUND
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Berger Holdings, Ltd., a Pennsylvania corporation formed in 1979
(collectively with its subsidiaries, the "Company"), is a leading manufacturer
of roof drainage systems, residential and commercial snow guards and specialty
metal architectural products relating to roofing. The Company reported record
net sales, income from operations, pre-tax income and EBITDA in 2000. In 2000,
the Company acquired CopperCraft, Inc. and Walker Metal Products, Inc. as
described below. The Company continues to search for opportunistic acquisitions.
The Company operates five facilities with over 310,000 square feet used in
manufacturing, warehousing and distribution. In 1999, the Company restructured
its borrowing rates to 1/2 below the prime rate, including an $8,000,000
acquisition fund. The Company received approval from its Board of Directors in
1999 to begin a stock buy-back program for up to 540,000 shares, which was
increased to 1,060,000 shares in 2000. As of December 31, 2000, the Company had
repurchased 486,800 shares, which excludes the purchase of 125,000 shares from
one of its investors on December 20, 2000.
In 1989, the Company entered its present business of manufacturing and
distributing roof drainage products. On February 7, 1997, the Company completed
the Real-Tool Acquisition (as defined below). Real-Tool provided the Company
with a complete line of commercial snow guards. On January 2, 1998, the Company
acquired (the "Obdyke Acquisition") the Roof Drainage Division (the "Acquired
Division") of Benjamin Obdyke, Inc., which was then its main competitor
("Obdyke"). On December 7, 1998, the Company acquired (the "Sheet Metal
Acquisition") certain assets of Sheet Metal Manufacturing Co., Inc. ("Sheet
Metal"). Obdyke and Sheet Metal were the Company's two largest competitors prior
to the Obdyke and Sheet Metal Acquisitions. On March 31, 2000, the Company
acquired (the "CopperCraft Acquisition") all of the stock of CopperCraft, Inc.
("CopperCraft"). On October 31, 2000, the Company acquired (the "Walker
Acquisition") all of the stock of Walker Metals Products, Inc. ("Walker").
CopperCraft provides the Company with a Southwest presence, as well as an
internal source of specialty metal architectural products, while Walker provides
the Company with a Southeast presence.
-3-
PRODUCT LINES
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The Company is principally engaged in the manufacture and distribution of
metal roof drainage products ("RDP") and specialty metal architectural products.
Since 1993, the Company has also engaged in a program of internal development
and product expansion. Internal development has primarily consisted of the
modernization of production facilities, machinery and equipment and the
introduction of new product lines. External development has been directed
principally towards increasing the sales volume and market penetration of the
Company's products through acquisitions, advertising and expanding the Company's
RDP product line.
The Company's RDP line, consisting of gutters, downspouts, soffits,
fascias, snow guards, trim coil and associated accessories and fittings, is
manufactured by the Company at its three suburban Philadelphia facilities, one
suburban Dallas facility and one Atlanta facility. The Company sells RDP through
its sales and telemarketing representatives principally to wholesale
distributors who sell directly to roofing and general contractors for use in the
repair and replacement of roof drainage systems in existing buildings that are
primarily residential. The Company's specialty metal architectural products are
manufactured by the Company principally at its suburban Dallas facility and sold
directly to either distributors, major builders or general contractors for use
in remodeling or renovating ornate sheet metal construction.
The primary raw materials used in manufacturing the Company's product lines
are aluminum, steel and copper. Supplies of these materials, in either coil,
sheet or bar form, are procured by the Company from various domestic and foreign
suppliers. Although the Company believes that adequate available sources of
supply exist at customarily accepted market prices, trade restrictions, work
stoppages or adverse weather or political conditions may affect the prices and
availability of these materials. Rapid increases in prices of raw materials
could adversely affect the operations of the Company because the cost of raw
materials constitutes the largest single element of the Company's cost of sales.
A significant portion of the Company's raw material requirements is
provided by five key suppliers. The remaining raw materials are provided by a
large number of small suppliers. All raw materials procured by the Company, as
well as finished products, are scrutinized for quality control using industry
standards and internal guidelines.
ACQUISITIONS
------------
On October 31, 2000, the Company completed the Walker Acquisition. The
acquisition of Walker, a manufacturer of roof drainage products, was funded in
part by an increase in the Company's bank credit facility. As consideration, the
Company paid cash and issued notes payable. This acquisition was accounted for
as a purchase and the excess of the purchase price over the fair value of the
assets (goodwill) is being amortized on a straight-line basis over 20 years. The
Walker Acquisition added approximately $600,000 to the Company's net sales base
in 2000.
On March 31, 2000, the Company completed the CopperCraft Acquisition. The
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acquisition of CopperCraft, a manufacturer of specialty metal architectural
products, was funded in part by an increase in the Company's bank credit
facility. As consideration, the Company paid cash and issued notes payable. This
acquisition was accounted for as a purchase and the excess of the purchase price
over the fair value of the assets (goodwill) is being amortized on a
straight-line basis over 20 years. The CopperCraft Acquisition added
approximately $3,200,000 to the Company's net sales base in 2000.
On December 7, 1998, the Company completed the Sheet Metal Acquisition. The
acquisition of Sheet Metal, a manufacturer of roof drainage products, was funded
in part by an increase in the Company's bank credit facility. As consideration,
the Company paid cash and issued a note payable. This acquisition was accounted
for as a purchase and the excess of the purchase price over the fair value of
the assets (goodwill) is being amortized on a straight- line basis over 25
years.
On January 2, 1998, the Company consummated the Obdyke Acquisition, funded
with the proceeds received through an issuance of 40,000 shares of the Company's
Series A convertible preferred stock. As consideration, the Company paid cash,
issued a note payable, issued 125,000 shares of Common Stock, which the Company
had the obligation to repurchase at the election of the seller, and issued
warrants to purchase 50,000 shares of Common Stock. These warrants expired
unexercised in January 2000.
On February 7, 1997, the Company consummated the purchase (the "Real-Tool
Acquisition") of all of the outstanding shares of the common stock of Real-Tool,
Inc., a Virginia corporation ("Real-Tool"). As consideration, the Company paid
cash, issued shares of Common Stock, and issued a note payable. Concurrent with
the purchase, the Company entered into a royalty agreement with the sole
shareholder of Real-Tool, which expires in 2012. Under this agreement, the
Company is required to pay royalties of 6% of revenues, with a minimum of
$75,000 annually through 2002. Subsequent to 2002, the Company has the option to
increase the percentage of royalties paid to this individual and eliminate the
minimum payment requirement.
COMPETITION
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The Company's business is highly competitive. In general, the building
products market is highly fragmented. The Company competes with numerous small
and large manufacturers and fabricators. Some of the Company's competitors have
substantially greater resources than the Company. The Company competes primarily
in the Northeast/Mid-Atlantic region. During the past four years, the Company
has implemented an advertising and marketing program to expand its geographic
range of operations to a more national level. Competition is primarily based
upon product quality, completeness of product lines, service and price.
Geographic Market
-----------------
The Company's products are principally sold throughout the states in the
Northeast/Mid-Atlantic region. The Company has developed greater national
exposure from both the Walker and CopperCraft Acquisitions in both the Southeast
and Southwest regions.
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MAJOR CUSTOMERS
---------------
During 2000, no individual customer accounted for more than 10% of the
Company's sales. The Company has no ongoing contracts for sales of its products,
but rather services customers on a per-order basis.
Seasonal Nature of the Business
-------------------------------
The building products industry is seasonal, particularly in the
Northeast/Mid-Atlantic region of the United States, where inclement weather
during the winter months usually reduces the level of building activity in both
the home-building and home improvement markets. Typically, the Company's sales
volume is lowest during the months of December, January and February.
Inventory Practices
-------------------
The Company's policy is to obtain, fabricate and/or manufacture inventory
in sufficient volume in order to provide a reasonable inventory level to support
estimated minimum and maximum levels based on customers' historical demand.
Because of the nature of the RDP market, in which an order generally must be
filled within three to five days of placement, the Company does not have any
substantial backlog. Because of the variations involved with custom
architectural products, the Company generally fills these orders within two to
four weeks.
The Company is subject to fluctuations in metal prices when procuring raw
material. Metal pricing is outside of the Company's control and although the
Company generally attempts to pass raw material price increases onto its
customers, it is not always able to do so.
Employees
---------
As of December 31, 2000, the Company had 221 employees, including 25 in
sales and marketing; 167 in manufacturing and delivery and 29 in administration.
Approximately 112 of the Company's employees are represented by one of two labor
unions, The International Brotherhood of Teamsters, Chauffeurs, Warehousemen and
Helpers of America, Local 169 and the Teamsters Local Union 107. The Company's
contracts with both unions expire December 31, 2001. The Company believes that
its employee relations are good.
Government Regulation
---------------------
The Company is subject to numerous federal and state regulations relating
to, among other things, the operations of its manufacturing facilities, the
storage and disposal of environmentally sensitive materials, the control of
emission levels, employee safety and health, employee wages and general
environmental matters. The Company believes that it is in compliance with these
regulations in all material respects.
-6-
PATENTS AND TRADEMARKS
----------------------
The Company owns and licenses three U.S. design and utility patents that
protect certain of its products, and it is presently in the process of applying
for another patent. The Company continuously reviews its new products and
applies for patents where it believes they will be valuable. The Company owns
one federally registered trademark used in connection with its products and is
in the process of applying for federal registration of several other trademarks.
ITEM 2. PROPERTIES
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The Company owns a 120,000 square foot operating facility in Feasterville,
Pennsylvania. The corporate, administrative and sales offices occupy 14,000
square feet of office space at this location. The Company also operates two
additional facilities in Pennsylvania. One is a 90,000 square foot
manufacturing facility in Southampton, PA, which is leased through 2002 with a
five-year renewal option, and the second is a 56,000 square foot warehousing
facility in Huntingdon Valley, PA, which is leased through 2003 with a two-year
renewal option.
The Company also leases a 22,300 square foot manufacturing facility in
Keller, Texas for the CopperCraft operation. This property is leased through
March 31, 2003 with a three-year renewal option. The Company also has on option
to lease an additional 5,400 square foot addition at this location should the
need arise.
The Company leases two properties in Atlanta, Georgia for the Walker
operation. The properties are 10,500 square foot and 13,000 square foot
manufacturing facilities, which are leased through October 31, 2003 with two
three-year renewal options.
The Company has a mortgage liability on the Feasterville facility in the
principal amount of approximately $2,696,000 at December 31, 2000. The mortgage
is being repaid in monthly installments of approximately $27,400 through March
2008 with a balloon payment of $1,431,391 due at maturity.
ITEM 3. LEGAL PROCEEDINGS
-------------------------
As of the date hereof, there are no material legal proceedings pending
against the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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Not applicable.
-7-
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
---------------------------------------------
The following table sets forth information relating to all executive
officers of the Company as of February 28, 2001. All of the executive officers
have employment agreements with the Company with terms ending December 31, 2002.
NAME AGE POSITION(S)
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Theodore A. Schwartz 71 Chairman of the Board of Directors,
Chief Executive Officer
Joseph F. Weiderman 59 President, Chief Operating Officer,
Secretary, and Treasurer
Paul L. Spiese, III 49 Vice President - Manufacturing
Francis E. Wellock, Jr. 36 Vice President - Finance and Chief Financial
Officer
THEODORE A. SCHWARTZ served as President of the Company from May 5, 1988 to
May 30, 1989 and from July 17, 1990 to January 15, 1991. From May 30, 1989 to
present, Mr. Schwartz has served as Chairman of the Board of Directors and Chief
Executive Officer of the Company. Mr. Schwartz holds a B.S. in Economics from
the Wharton School of Business and spent 35 years in the investment field prior
to joining the Company.
JOSEPH F. WEIDERMAN was Chief Financial Officer of the Company from
February 1990 to January 1991, and was elected President of the Company on
January 15, 1991. He also serves as Secretary and Treasurer of the Company. Mr.
Weiderman holds a Bachelor of Science Degree in Accounting and a Master of
Business Administration Degree in Finance from LaSalle University. Prior to his
joining the Company, Mr. Weiderman had served for over fourteen years as the
Chief Financial Officer of Harry Levin, Inc., a multi-store retailer.
PAUL L. SPIESE, III joined Berger Bros as Plant Manager in 1985 and was
named Vice President - Manufacturing of the Company in July 1990. Previously,
he was employed by Hurst Performance, Inc. as a Plant Manager.
FRANCIS E. WELLOCK, JR., was hired as Controller of the Company on June 10,
1991 and was elected Vice President-Finance and Chief Financial Officer on
August 19, 1996. Mr. Wellock holds a Bachelor of Science Degree in Accounting
from Saint Joseph's University and a Masters in Taxation from Philadelphia
College of Textiles and Science. Prior to joining the Company, Mr. Wellock
worked for a public accounting firm.
-8-
PART II
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ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
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The Company's Common Stock is traded in the over-the-counter market and is
included for quotation on the Nasdaq SmallCap Market operated by the Nasdaq
Stock Market, Inc. under the symbol "BGRH."
The following table sets forth certain information with respect to the high
and low bid prices of the Company's Common Stock during 2000 and 1999. These
quotations reflect inter-dealer prices, without retail mark-ups, mark-downs or
commissions and may not represent actual transactions.
HIGH LOW
2000
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First Quarter $2.94 $2.13
Second Quarter 2.66 1.25
Third Quarter 2.28 1.75
Fourth Quarter 2.63 1.38
1999
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First Quarter $3.50 $2.25
Second Quarter 3.13 2.19
Third Quarter 3.25 2.50
Fourth Quarter 2.88 1.94
At December 31, 2000, there were approximately 2,100 holders of record of
shares of Common Stock.
Dividend Policy
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The Company has not paid any cash dividends on its Common Stock to date,
and does not anticipate paying cash dividends in the foreseeable future.
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ITEM 6. SELECTED FINANCIAL DATA
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Year Ended December 31
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[Enlarge/Download Table]
1999 1998 1997 1996 2000
----------- ----------- ----------- ----------- -----------
Net Sales $46,200,662 $40,101,367 (1) $35,704,573 (1) $20,804,037 (1) $19,799,204 (1)
Cost of Sales 36,096,580 32,229,480 (1) 28,887,785 (1) 16,252,796 (1) 15,640,535 (1)
----------- ----------- ----------- ----------- -----------
Gross Profit 10,104,082 7,871,887 6,816,788 4,551,241 4,158,669
Selling, Administrative and
General expenses 6,790,776 5,220,853 4,625,043 2,963,614 2,389,285
----------- ----------- ----------- ----------- -----------
Income from Operations 3,313,306 2,651,034 2,191,745 1,587,627 1,769,384
Interest Expense (1,791,727) (1,852,088) (1,284,761) (581,624) (619,178)
Other Income 18,703 24,517 136,643 14,374 4,295
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Income from Continuing
Operations before Income Tax
(Benefit) and Preferred
Stock Dividend 1,540,282 823,463 1,043,627 1,020,377 1,154,501
Income Tax (Benefit) 677,903 (2) 441,666 (3) (647,201) (1,000,000) (500,000)
----------- ----------- ----------- ----------- -----------
Net Income before Preferred
Stock Dividend 862,379 381,797 1,690,828 2,020,377 1,654,501
Preferred Stock Dividend - - 400,000 - -
----------- ----------- ----------- ----------- -----------
Net Income available to
Common Stock holders $ 862,379 $ 381,797 $ 1,290,828 $ 2,020,377 $ 1,654,501
=========== =========== =========== =========== ===========
BASIC EARNINGS
PER COMMON SHARE:
Income before Preferred
Stock Dividend $0.16 $0.07 $ 0.31 $0.40 $0.44
Preferred Stock Dividend - - (0.07) - -
----------- ----------- ----------- ----------- -----------
Net Income $0.16 $0.07 $ 0.24 $0.40 $0.44
=========== =========== =========== =========== ===========
TOTAL ASSETS $38,928,711 $32,567,820 $34,587,204 $19,751,213 $12,292,861
------------- -------------- -------------- -------------- --------------
LONG-TERM DEBT,
CAPITAL LEASES AND
REDEEMABLE COMMON
STOCK $18,940,883 $16,888,606 (4) $15,060,307 $ 6,022,147 (5) $ 3,721,719
------------- -------------- -------------- -------------- --------------
STOCKHOLDERS' EQUITY $11,832,639 $11,445,370 $15,361,725 $12,493,271 $ 7,655,336
=========== =========== =========== =========== ===========
(1) Sales and Cost of Sales have been reclassified to be consistent with the
current presentation.
(2) The Company will pay approximately $110,000 in federal and state income
taxes on account of 2000 income.
(3) The Company paid approximately $54,000 in federal and state income taxes on
account of 1999 income.
(4) Long-Term Debt includes $4,000,000 10.0% subordinated debentures, which
were issued in 1999 in exchange for convertible preferred stock.
(5) Long-Term Debt includes a $2,000,000 12.25% subordinated debenture issued
in connection with the Obdyke Acquisition in January 1998 and at December
31, 1997 was included in cash and cash equivalents.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------------------------------------------------------------------------------
OF OPERATIONS
-------------
RESULTS OF OPERATIONS
---------------------
The Company's results of operations for the year ended December 31, 2000,
represent the consolidated operations of Berger Holdings, Ltd. and its
subsidiaries, Berger Financial Corporation ("BFC"), Berger Bros Company ("Berger
Bros"), CopperCraft (beginning as of April 1, 2000) and Walker (beginning as of
November 1, 2000.) The Company's results of operations for the years ended
December 31, 1999 and 1998 represent the consolidated operations of Berger
Holdings, Ltd. and its subsidiaries, BFC and Berger Bros.
Net sales increased by 15.2% to $46,200,662 in 2000 from $40,101,367 in
1999 and by 12.3% in 1999 from $35,704,573 in 1998. The CopperCraft and Walker
Acquisitions accounted for approximately $3,800,000, or 63%, of the $6,100,000
increase in sales, while Berger Bros' sales in 2000 increased approximately
$2,300,000, or 5.7%. The Sheet Metal Acquisition was the major factor
contributing to the increase in sales from 1998 to 1999.
The Company's gross profit, as a percentage of net sales, was 21.9% in
2000, 19.7% in 1999 and 19.1% in 1998. The increase in gross profit percentage
in 2000 was attributable to the CopperCraft and Walker Acquisitions, while the
Company also continued to improve its product mix by selling a larger percentage
of higher margin products. In 1999, the gross profit percentage increase over
1998 was due primarily to an improvement in product mix resulting from the Sheet
Metal Acquisition.
Selling, administrative and general expenses, as a percentage of net sales,
increased to 14.7% in 2000 from 13.0% in both 1999 and 1998. The increase in
selling, administrative and general expenses in 2000 was due to the CopperCraft
and Walker Acquisitions and increased operating expenses for the Berger Bros
operation.
During 2000, income from operations increased 24.9%, or $662,272, to
$3,313,306. As a percentage of revenues, income from operations was 7.2%, 6.6%
and 6.1% for 2000, 1999 and 1998, respectively. Approximately 78% of the
increase in 2000 was attributable to the satellite operations of CopperCraft and
Walker, while 22% of the increase occurred from improvements in Berger Bros'
operations. Income from operations was $2,651,034 in 1999 and $2,191,745 in
1998. The increase in 1999 occurred mainly from the improved product mix
generated by the Sheet Metal Acquisition.
Interest expense decreased to $1,791,727 in 2000 compared to $1,852,088 in
1999 and $1,284,761 in 1998. The Company's interest expense decreased, despite
incurring additional debt to finance the acquisitions of CopperCraft and Walker.
The decrease in interest expense in 2000 was attributable to the Company's
ability to pay down debt with cash generated from operations and its ability to
reduce its borrowing rate on its credit facility in December 1999 to one half
percent below the prime rate. In addition, because the CopperCraft and Walker
Acquisitions closed in March and October 2000, respectively, less than a full
year of interest was
-11-
incurred in 2000 with respect to these transactions. The increase in interest
expense in 1999 was primarily due to the result of the exchange of Series A
Convertible Preferred Stock issued in connection with the Obdyke Acquisition for
convertible debentures, effective as of January 1, 1999, which resulted in
$400,000 in additional interest expense, which was previously recorded as a
preferred stock dividend in 1998. The remaining $167,327 increase in interest
expense in 1999 was a result of the debt issued in the Sheet Metal Acquisition.
Income from continuing operations increased 87.0% to $1,540,282, or 3.3% of
net sales, in 2000 compared to $823,463, or 2.1% of net sales in 1999 and
$1,043,627, or 2.9% of net sales ($643,627, or 1.8% of net sales, if 1998
preferred stock dividends were treated as interest expense), in 1998.
Approximately 43% of the $716,819 increase in 2000 was a direct result of the
CopperCraft and Walker Acquisitions, while the remaining 57% increase resulted
from a continued improvement in Berger Bros' product mix. The decrease in income
from continuing operations in 1999 was a result of reporting the interest of
$400,000 on the debentures issued in exchange for Series A Convertible Preferred
Stock as interest expense, which was previously reported as a preferred stock
dividend in 1998.
Net income increased 125.9% to $862,379, or 1.9% of net sales, in 2000 as
compared to $381,797, or 1.0% of net sales, in 1999 and $1,290,828 or 3.6% of
net sales, in 1998. The increase in net income in 2000 was primarily
attributable to the CopperCraft and Walker Acquisitions, while the Company
continued to improve the product mix of Berger Bros' RDP line. In 2000, the
Company reported income taxes of $677,903, but will pay approximately $110,000
in federal and state income taxes on account of 2000 income. The decrease in net
income in 1999 was due to the reporting of tax benefits in 1998 of $647,101. In
1999, the Company reported income taxes of $441,666, but paid approximately
$54,000 in federal and state income taxes on account of 1999 income.
In 1998, the Company reduced the valuation allowance applied against
deferred tax benefits associated with its net operating loss carryforward. The
reduction in the valuation allowance was based on several factors including:
recent acquisitions, past earnings history and trends, and the expiration date
of carryforwards. The Company has determined that it is more likely than not
that the deferred tax asset will be realized. At December 31, 2000, the Company
had net operating loss carryforwards of approximately $4,100,000, which will
reduce the actual income taxes that must be paid on account of 2000 income to
approximately $110,000.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
At December 31, 2000, the working capital of the Company was $4,881,678
(resulting in a ratio of current assets to current liabilities of 1.6 to 1),
compared to $6,101,021 (2.4 to 1) at December 31, 1999. The decrease in working
capital is primarily due to increases in both accounts payable and accrued
expenses in the 4th quarter 2000. These increases were the result of the Walker
Acquisition.
At December 31, 2000, current liabilities totalled $8,155,189, consisting
primarily of $6,277,385 of accounts payable and accrued expenses and
$1,877,804 of current maturities of
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long-term debt. Year end liabilities increased $3,921,345 as compared to year
end 1999, primarily due to the Walker Acquisition.
At December 31, 2000, obligations to Summit Bank, N.A. ("the Bank") totaled
$11,096,446, compared to $9,699,591 at December 31, 1999 and $9,024,294 at
December 31, 1998. The increase in 2000 over 1999 was the result of financing
the Bank provided to the Company to acquire both CopperCraft and Walker.
The Company finances its operations primarily from cash flow from its
business and the Company's credit facility (the "Credit Facility") with the
Bank. The Credit Facility consists of a revolving line of credit (the "Credit
Line") and an acquisition line facility (the "Acquisition Line"). All borrowings
under the Credit Facility bear interest at one half of one percent below the
Bank's prime lending rate, and are secured by, among other assets, the Company's
accounts receivable and inventory. On October 31, 2000, at the Company's
request, the maximum amount available under the Credit Line was reduced from
$17,500,000 to $15,000,000, thereby reducing applicable fees. The Company has
two term loan notes outstanding under the Acquisition Line, and two other term
loan notes with the Bank, secured by the Company's equipment and other assets.
The total principal outstanding under the Credit Line at December 31, 2000 was
$4,747,751 and the total principal amount outstanding under the Acquisition Line
at that date was $4,308,086.
Cash flow provided by operating activities for 2000 was $5,910,908 as
compared to $3,816,655 provided by operating activities for 1999. The cash
provided by operating activities increased due to a combination of increased net
income, higher depreciation and amortization expense and the net difference
between the changes of assets and liabilities used to fund operations.
Net cash used in investing activities for 2000 was $7,235,822. The Company
used the cash to fund the CopperCraft and Walker Acquisitions and to make
capital expenditures to improve or replace existing manufacturing equipment. In
1999, net cash used in investing activities totaled $1,347,914, which was
primarily a result of investments in capital equipment.
Net cash provided by financing activities was $1,524,710 for 2000, as
compared to $2,694,110 used in financing activities in 1999. The change from
1999 to 2000 occurred as a result of the following during 2000: the Company's
financing approximately $6,000,000 for the CopperCraft and Walker Acquisitions,
the Company's using cash from operations to pay down approximately $2,700,000 of
senior and subordinated debt, the Company's using of approximately $1,250,000
cash to repurchase common shares of the Common Stock and the payment on account
of a repurchase obligation with respect to Common Stock issued in the Obdyke
Acquisition. In 1999, net cash used in financing activities was a result of
paying down debt.
The operating cash flow anticipated to be received from operations in 2001
and the availability of funds under the working capital loan is anticipated to
be sufficient to cover the Company's capital expenditure needs for 2001, which
are estimated to be approximately $500,000.
-13-
On January 21, 2000, the holder of Common Stock received in the Obdyke
Acquisition exercised its option to receive cash proceeds of $500,000. The
holder sold the 125,000 shares of Common Stock at $2.25 per share to an
unrelated third party. The remaining $226,254, including transfer fees, was paid
by the Company.
On December 20, 2000, the holder of Common Stock subject to the holder's
right to require the Company to purchase or place the shares exercised that
right, and the Company purchased the 125,000 shares of Common Stock at $2.00
per share.
YEAR 2000 READINESS DISCLOSURE
------------------------------
During 1999, the Company assessed its computer systems for Year 2000
readiness and replaced all systems and software found to be non-compliant.
Neither the Company's preparation for the date change nor the actual date change
events had a material adverse effect on the Company's business, financial
condition or results of operations.
NEW ACCOUNTING STANDARDS
------------------------
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133"). SFAS No. 133 standardizes
the accounting for derivative instruments, including derivative instruments
embedded in other contracts, by requiring that an entity recognize those items
as assets for liabilities in the statement of financial position and measure
them at fair value. SFAS No. 133 is effective for fiscal years beginning after
June 15, 1999. Management does not believe that the adoption of SFAS No. 133
will have a material impact on earnings, financial condition or liquidity of the
Company. The Company plans to adopt SFAS No. 133 as permitted by this accounting
standard as of January 1, 2001.
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
-----------------------------------------
Certain statements contained herein that include forward-looking
terminology such as "may," "will," "should," "expect," "anticipate," "estimate,"
"plan" or "continue" or the negative thereof or other variations thereon are, or
could be deemed to be "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements are affected
by known and unknown risks, uncertainties and other factors that may cause the
Company's actual results, performance or achievements to differ materially from
the results, performance and achievements expressed or implied in the Company's
forward-looking statements. These risks, uncertainties and factors include
competition by competitors with more resources than the Company and the cyclical
nature of roofing repair. Certain factors that could cause the actual results,
performance or achievement of the Company to differ materially from those
contained in or implied by any forward-looking statement made by or on behalf of
the Company, including forward-looking statements contained herein, are as
follows:
-14-
THE COMPANY IS SUBJECT TO RISKS ASSOCIATED WITH FLUCTUATIONS IN THE PRICE
OF RAW MATERIALS.
The prices of the raw materials utilized by the Company (for example,
aluminum, steel and copper) are subject to fluctuation. The Company may not be
able to pass along any or all of these increases to its customers. As a result,
increases in the price of raw materials may have an adverse impact on the profit
margin for sales of the Company's products.
THE HOUSING MARKET AND THE HOME BUILDING AND HOME IMPROVEMENT INDUSTRY IS
VERY CYCLICAL IN NATURE WHICH MAY MATERIALLY ADVERSELY AFFECT THE OPERATIONS OF
THE COMPANY.
Demand for the Company's products is dependent upon the housing market and
the home building and home improvement industry which tend to be cyclical in
nature and have experienced significant downturns in recent years. There is no
assurance that negative industry cycles in the future will not adversely affect
the Company's business.
THE COMPANY'S BUSINESS MAY BE ADVERSELY AFFECTED BY WEATHER CONDITIONS.
Inclement winter weather and excessively hot and dry summer weather usually
cause a reduction in the level of building activity in both the homebuilding and
home improvement markets, which may have a material adverse effect on the
business of the Company. In addition, the absence of snow and other storms may
adversely affect future demand for the Company's products, which may reduce its
sales and profits.
THE COMPANY'S ATTEMPTS TO EXPAND ITS OPERATIONS INTO MARKETS WHERE THE
COMPANY DOES NOT CURRENTLY OPERATE MAY NOT BE SUCCESSFUL.
The Company may seek to expand into new geographic markets and related
businesses through strategic acquisitions. There can be no assurance that the
Company will be able to so expand or to identify targets for acquisitions on
terms that are attractive to the Company. Further, the Company does not know
whether the Company's services and products will be sufficiently accepted to
sustain its efforts to expand. Furthermore, there can be no assurance that the
Company will be able to integrate successfully the operations of any
subsequently acquired business with its current operations.
THE COMPANY MAY REQUIRE ADDITIONAL FINANCING.
In August 1997 the Company entered into a loan and security agreement with
the Summit Bank, N.A. to provide the Company with working capital and
supplemental loans for acquisitions and repayment of other indebtedness. The
Company believes that it currently has sufficient working capital to allow the
Company to maintain or increase its current volume of sales. However, the
Company may require additional debt and/or equity financing as a result of its
expansion of its existing business or acquisition of new businesses. There is no
assurance that the Company's current financing will be sufficient or that
additional financing can be obtained on advantageous terms or at all.
-15-
THE COMPANY FACES COMPETITION IN ITS INDUSTRY.
The Company faces significant competition in connection with the products
it provides. There are many other companies engaged in the manufacture and
distribution of roof drainage products, and many of these companies have greater
financial and other business resources than those possessed by the Company.
Further, other companies may enter the Company's area of business in the future.
There can be no assurance that the Company will be able to compete successfully
with such companies.
THE BUSINESS OF THE COMPANY MAY SUFFER IF IT IS UNABLE TO RETAIN ITS KEY
PERSONNEL.
The Company depends upon the efforts and skills of certain of its key
senior executives. If the Company loses the services of one or more of these
individuals it may have a material adverse effect on the Company. The Company
currently maintains key man life insurance policies on its top four executives,
Theodore A. Schwartz, Chairman of the Board of Directors, Joseph F. Weiderman,
President and Chief Operating Officer, Paul L. Spiese, III, Vice President of
Manufacturing, and Francis E. Wellock, Jr., Chief Financial Officer. Competition
for senior management is intense, and the Company may not be successful in
retaining its key personnel or in attracting and retaining other personnel that
it may require in the future.
THE COMPANY MAY NOT BE ABLE TO RETAIN ITS CUSTOMERS.
All sales contracts between the Company and its customers represent a
single transaction. As a result, the Company does not have long term commitments
from its customers. There can be no assurance that its customers will continue
to purchase products from the Company or that they will maintain or increase
their level of purchases.
THE COMPANY DOES NOT CURRENTLY PAY DIVIDENDS ON THE COMMON STOCK AND THE
COMPANY DOES NOT EXPECT TO DO SO FOR THE FORESEEABLE FUTURE.
The Company expects to retain its future earnings, if any, for the
operation and expansion of its business, and to pay no cash dividends for the
foreseeable future. The terms of the Company's current financing agreements
limit its payment of dividends, and other agreements the Company enter into may
contain terms that limit the amount of dividends it may pay or prohibit any
payment of dividends.
TRADING VOLUME IN THE COMMON STOCK HAS HISTORICALLY BEEN LIMITED.
There is a limited market for the Common Stock. There can be no assurance
that a broader market for the Common Stock will develop. Selling shares of the
Common Stock may be difficult because smaller quantities of shares are bought
and sold and security analysts' and the news media's coverage about the Company
is limited. These factors could result in lower prices and larger spreads in the
bid and ask prices for shares of the Common Stock.
-16-
ANTI-TAKEOVER PROVISIONS AND THE COMPANY'S RIGHT TO ISSUE PREFERRED STOCK
COULD MAKE A THIRD-PARTY ACQUISITION OF THE COMPANY DIFFICULT.
The Company's articles of incorporation provide that its Board of Directors
may issue preferred stock without stockholder approval. In addition, the
Company's bylaws provide for a classified board, with each board member serving
a three-year term. The Board of Directors has also adopted a stockholder rights
plan, commonly referred to as a "poison pill." The issuance of preferred stock,
the existence of a classified board and the stockholder rights plan could make
it more difficult for a third party to acquire the Company without the approval
of the Board of Directors. They could also limit the price that certain
investors might be willing to pay in the future for the Common Stock.
ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURE
------------------------------------------------
The Company's exposure to market risk for changes in interest rates relates
primarily to the Company's investment portfolio. The Company does not have any
derivative financial instruments in its portfolio. The Company places its
investments in instruments that meet high credit quality standards. The Company
is adverse to principal loss and ensures the safety and preservation of its
invested funds by limiting default risk, market risk and reinvestment risk. As
of December 31, 2000, the Company's investments consisted of cash and money
market funds. The Company does not expect any material loss with respect to its
investment portfolio.
The Company's financial instruments include debt instruments, which
primarily consist of its lines of credit and variable rate term loans. The
Company does not actively manage its interest rate risk because the impact of a
10% (approximately 90 basis points) increase in interest rates on its variable
rate debt (using year-end debt balance and effective interest rates) would have
a relatively nominal after-tax impact on the Company's results of operations.
The Company has no derivative or off-balance sheet instruments.
ITEM 8. FINANCIAL STATEMENT AND SUPPLEMENTARY DATA
--------------------------------------------------
Attached at pages F-1 through F-22 are the financial statements and
financial statement schedules identified in Item 14 hereof.
Item 9. Changes in and Disagreements with Accountants on Accounting and
-----------------------------------------------------------------------
Financial Disclosure
--------------------
None.
-17-
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------
Except as set forth under the caption "Executive Officers of the
Registrant" in Part I of this Annual Report on Form 10-K, this information will
be contained in the Company's definitive Proxy Statement with respect to the
Company's Annual Meeting of Shareholders for 2001, to be filed with the
Securities and Exchange Commission within 120 days following the end of the
Company's fiscal year ended December 31, 2000, and is hereby incorporated by
reference thereto.
ITEM 11. EXECUTIVE COMPENSATION
--------------------------------
This information will be contained in the Company's definitive Proxy
Statement with respect to the Company's Annual Meeting of Shareholders for 2001,
to be filed with the Securities and Exchange Commission within 120 days
following the end of the Company's fiscal year ended December 31, 2000, and is
hereby incorporated by reference thereto.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------
This information will be contained in the Company's definitive Proxy
Statement with respect to the Company's Annual Meeting of Shareholders for 2001,
to be filed with the Securities and Exchange Commission within 120 days
following the end of the Company's fiscal year ended December 31, 2000, and is
hereby incorporated by reference thereto.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------
This information will be contained in the Company's definitive Proxy
Statement with respect to the Company's Annual Meeting of Shareholders for 2001,
to be filed with the Securities and Exchange Commission within 120 days
following the end of the Company's fiscal year ended December 31, 2000, and is
hereby incorporated by reference thereto.
-18-
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K
---------------------------------------------------------------------------
(a) The following documents are filed as a part of this report:
1. Financial statements - attached at pages F-1 through F-22 are the
consolidated financial statements and consolidated financial schedules set forth
below, which are incorporated by reference in Item 8:
BERGER HOLDINGS, LTD.
-------------------------------------------------------------------
Independent Auditors' Report on Consolidated Financial Statements F-1
Consolidated Balance Sheets as of December 31, 2000 and 1999 F-3
Consolidated Statements of Operations for the years ended
December 31, 2000, 1999, and 1998 F-5
Consolidated Statements of Stockholders' Equity for the years
ended December 31, 2000, 1999 and 1998 F-6
Consolidated Statements of Cash Flows for the years ended
December 31, 2000, 1999 and 1998 F-7
Notes to Consolidated Financial Statements F-9
-19-
2. Financial statement schedule - The following consolidated financial statement
schedule is included herein:
SCHEDULE II
BERGER HOLDINGS, LTD.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
[Enlarge/Download Table]
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Additions
Balance at Charged to Charged Balance at
Beginning Cost and to Other End
Description of Period Expense Accounts(1) Deductions(2) of Period
---------- --------- ------- ----------- ------------- ---------
2000 Accounts Receivable-
Allowance for doubtful accounts $ 30,000 $15,000 $ - $ 15,000 $ 30,000
Inventory reserves 46,000 - - - 46,000
1999 Accounts Receivable-
Allowance for doubtful accounts $ 30,000 $ 9,249 $ - $ 9,249 $ 30,000
Inventory reserves 146,000 - - 100,000 46,000
1998 Accounts Receivable-
Allowance for doubtful accounts $ 43,000 $ 5,930 $ - $ 18,930 $ 30,000
Inventory reserves 46,000 - 100,000 - 146,000
(1) Includes reserves for inventory of business acquired.
(2) Write off of uncollectible accounts and slow moving and obsolete inventory
acquired.
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are included in the financial statements or the notes
thereto and therefore have been omitted.
-20-
INDEPENDENT AUDITORS REPORT ON FINANCIAL STATEMENT SCHEDULE
To the Stockholders and Board of Directors of Berger Holdings, Ltd.
Under date of March 9, 2001, we reported on the consolidated balance sheets of
Berger Holdings, Ltd. and subsidiaries as of December 31, 2000 and 1999, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the years in the three-year period ended December 31, 2000. In
connection with our audits of the aforementioned consolidated financial
statements, we also audited the related consolidated financial statement
schedule, for each of the years in the three-year period ended December 31,
2000, as listed in the accompanying index (item 14). This financial statement
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion on this financial statement schedule based on our
audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, present fairly,
in all material respects, the information set forth therein.
/S/ KPMG, LLP
Philadelphia, PA
March 9, 2001
-21-
3. Exhibits
[Download Table]
Exhibit
Number Title Method of Filing
------ ----- ----------------
3(a) Articles of Incorporation Incorporated by reference to Exhibit
and Bylaws 3 of the Registration Statement on
on Form S-18 filed February 15,
1983 (File No. 2-81851-W)
3(b) Articles of Amendment Incorporated by reference to Exhibit
dated November 29, 1989 3(b) of the Annual Report on Form
10-K for the year ended December
31, 1989
3(c) Articles of Amendment Incorporated by reference to Exhibit
effective July 30, 1990 3(c) to Amendment No. 1 to the
Registration Statement on Form S-1
filed on October 15, 1990 (File No.
33-35898)
3(d) Amended and Restated Bylaws Incorporated by reference to Exhibit
3(d) of the Registration Statement on
Form S-1 filed June 16, 1993 (File
No. 33-64468)
3(e) Articles of Amendment Incorporated by reference to Exhibit
dated July 22, 1993 3(e) of the Annual Report on Form
10-K for the year ended December
31, 1993
3(f) Articles of Amendment Incorporated by reference to Exhibit
dated December 29, 1997 3(f) of the Annual Report on Form
10-K for the year ended December
31, 1997
10(a) Stock Purchase Agreement dated Incorporated by reference to
dated as of February 7, 1997 Exhibit 2.1 of the Company's 8-K
between Berger Holdings, Ltd. filed on February 20, 1997
and Roger M. Cline
-22-
[Enlarge/Download Table]
Exhibit
Number Title Method of Filing
------ ----- ----------------
10(b) Amendment to Stock Purchase Incorporated by reference to
Agreement dated as of February Exhibit 2.2 of the Company's 8-K
7, 1997 between Berger Holdings, filed on February 20, 1997
Ltd. and Roger M. Cline
10(c) Asset Purchase Agreement dated Incorporated by reference to
dated as of December 3, 1997 Exhibit 2.1 of the Company's 8-K
among Berger Holdings, Ltd., filed on January 20, 1998
Benjamin Obdyke Incorporated
and its shareholders
10(d) Amended and Restated Loan and Incorporated by reference to Exhibit
Security dated as of January 2, 1998 2.4 to the Company's Current Report
among Berger Financial Corp., Berger filed on January 20, 1998
Bros. Company, CopperCraft, Inc. (by
joinder dated March 31, 2000), Walker
Metal Products, Inc. (by joinder dated
October 31, 2000) and Summit Bank, N.A.
("Loan and Security Agreement")
10(e) Amendment dated as of December 31, Incorporated by reference to Exhibit
1998 to Loan and Security Agreement 2.2 to the Company's Current Report
on Form 8-K dated December 22,
1998
10(f) Amendment dated as of December 20, Incorporated by reference to Exhibit
1999 to Loan and Security Agreement 10(n) to the Company's Annual
Report on Form 10-K for the year
ended December 31, 1999
10(g) Amendment dated as of October 31, Incorporated by reference to Exhibit
2000 to Loan and Security Agreement 10(b) to the Company's Quarterly
Report on Form 10-Q for the period
ended September 30, 2000
10(h) Exchange Agreement dated September Incorporated by reference to Exhibit
29, 2000 between Berger Holdings, Ltd. 10(b) to the Company's Quarterly
and Finova Mezzanine Capital Inc. Report on Form 10-Q for the period
ended September 30, 2000
10(i) Exchange Agreement dated January 12, Incorporated by reference to Exhibit
2001 between Berger Holdings, Ltd. 10 to the amended Schedule 13D
and Argosy Investment Partners, L.P. filed by Argosy Investment Partners,
L.P. on February 7, 2001
-23-
[Download Table]
Exhibit
Number Title Method of Filing
------ ----- ----------------
10(j)* Employment Agreement between Filed Herewith
Berger Holdings, Ltd. and Theodore
A. Schwartz dated as of January 1, 2001
10(k)* Employment Agreement between Filed Herewith
Berger Holdings, Ltd. and Joseph F.
Weiderman dated as of January 1, 2001
10(l)* Employment Agreement between Filed Herewith
Berger Holdings, Ltd. and Paul L.
Speise, III dated as of January 1, 2001
10(m)* Employment Agreement between Filed Herewith
Berger Holdings, Ltd. and Francis E.
Wellock dated as of January 1, 2001
10(n)* Form of Change of Control Agreement
dated as of January 1, 2001 between
Berger Holdings, Ltd. and each of
Theodore A. Schwartz, Joseph F.
Weiderman, Paul L. Spiese, III, Francis
E. Wellock, Denise C. Ashby, Richard
Falconio, David Stewart, and Gregory
J. Weiderman
10(o)* Berger Holdings, Ltd. 1996 Stock Incorporated by
Incentive Plan (amended at June 17, reference to
1998 meeting of the Company's Exhibit 4 to
shareholders) the Company's
Registration
Statement on
Form S-8
filed April 10,
1997
21 List of Subsidiaries of the Company Filed Herewith
23 Consent of KPMG LLP Filed Herewith
*This exhibit is a management contract or compensatory plan or arrangement
required to be filed as an exhibit to this report.
All other exhibits for which provision is made in the applicable
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore have been omitted.
(b) Reports on Form 8-K:
None.
-24-
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized on the 14th day of March, 2001.
BERGER HOLDINGS, LTD.
By: /S/ THEODORE A. SCHWARTZ
------------------------
Theodore A. Schwartz
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 DATE
--------- ----- ----
/S/ THEODORE A. SCHWARTZ Chief Executive Officer March 14, 2001
----------------------------- and Chairman of the Board
Theodore A. Schwartz (Principal Executive Officer)
/S/ PAUL L. SPIESE, III Director March 14, 2001
----------------------------- Vice President
Paul L. Spiese, III
/S/ JOSEPH F. WEIDERMAN President, Chief Operating March 14, 2001
----------------------------- Officer and Director
Joseph F. Weiderman
/S/ LARRY FALCON Director March 14, 2001
-----------------------------
Larry Falcon
/S/ JACOB I HAFT Director March 14, 2001
-----------------------------
Jacob I. Haft, M.D.
/S/ JON M. KRAUT Director March 14, 2001
-----------------------------
Jon M. Kraut, D.M.D.
/S/ JAY SEID Director March 14, 2001
-----------------------------
Jay Seid
/S/ JOHN PAUL KIRWIN, III Director March 14, 2001
-----------------------------
John Paul Kirwin, III
/S/ FRANCIS E. WELLOCK, JR. Chief Financial Officer March 14, 2001
----------------------------- (Principal Financial and
Francis E. Wellock, Jr. Accounting Officer)
-25-
BERGER HOLDINGS, LTD.
TABLE OF CONTENTS
Page
Independent Auditors' Report F 1
CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheets as of December 31, 2000 and 1999 F 2 - F 3
Statements of Operations for the years ended
December 31, 2000, 1999 and 1998 F 4
Statements of Stockholders' Equity for the years ended
December 31, 2000, 1999 and 1998 F 5
Statements of Cash Flows as of
December 31, 2000, 1999 and 1998 F 6 - F 7
Notes to Consolidated Financial Statements F 8 - F 22
INDEPENDENT AUDITORS' REPORT
Stockholders and Board of Directors
Berger Holdings, Ltd.
Feasterville, Pennsylvania
We have audited the accompanying consolidated balance sheets of BERGER
HOLDINGS, LTD. and subsidiaries as of December 31, 2000 and 1999 and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the years in the three year period ended December 31, 2000. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of BERGER
HOLDINGS, LTD. and subsidiaries as of December 31, 2000 and 1999, and the
results of their operations, stockholders' equity and cash flows for each of the
years in the three year period ended December 31, 2000 in conformity with
accounting principles generally accepted in the United States of America.
/S/ KPMG, LLP
Philadelphia, Pennsylvania
March 9, 2001
F-1
BERGER HOLDINGS, LTD.
CONSOLIDATED BALANCE SHEETS
[Enlarge/Download Table]
December 31
----------------------------------
ASSETS 2000 1999
------------ ------------
Current assets
Cash and cash equivalents $ 306,912 $ 107,116
Accounts receivable, net of allowance for doubtful
accounts of $30,000 in 2000 and 1999 4,671,903 3,695,674
Inventories 6,994,548 5,619,008
Prepaid and other current assets 679,379 542,307
Deferred income taxes 384,125 370,760
------------ ------------
Total current assets 13,036,867 10,334,865
Property, plant and equipment, net 11,067,983 10,796,886
Deferred income taxes 858,512 1,440,419
Other assets, net of accumulated amortization of
$859,304 in 2000 and $565,828 in 1999 3,218,906 3,134,457
Goodwill, net of accumulated amortization of
$1,827,214 in 2000 and $1,323,693 in 1999 10,746,443 6,861,193
------------ ------------
$38,928,711 $32,567,820
============ ============
See accompanying notes to consolidated financial statements
F-2
BERGER HOLDINGS, LTD.
CONSOLIDATED BALANCE SHEETS
[Enlarge/Download Table]
December 31
----------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY 2000 1999
------------ ------------
Current liabilities
Current maturities of long-term debt $ 1,877,804 $ 1,680,261
Accounts payable 4,140,500 1,219,531
Accrued expenses 2,136,885 1,334,052
------------ ------------
Total current liabilities 8,155,189 4,233,844
Long-term debt 18,940,883 16,388,606
Redeemable common stock, 125,000 shares - 500,000
Commitments and contingencies - -
Stockholders' equity
Common stock, $.01 par value
Authorized 20,000,000 shares
issued and outstanding 5,739,736 shares in 2000
and 5,489,736 shares in 1999 57,397 54,897
Additional paid-in capital 17,690,226 17,168,980
Accumulated deficit (4,078,810) (4,941,189)
------------ ------------
13,668,813 12,282,688
Less common stock subscribed (482,916) (482,916)
Less 611,800 and 124,400 common shares of treasury
stock in 2000 and 1999, respectively, at cost (1,353,258) (354,402)
------------ ------------
Total stockholders' equity 11,832,639 11,445,370
------------ ------------
$38,928,711 $32,567,820
============ ============
See accompanying notes to consolidated financial statements
F-3
BERGER HOLDINGS, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
[Enlarge/Download Table]
Year Ended December 31
------------------------------------------------------
2000 1999 1998
-------------- -------------- --------------
Net sales $ 46,200,662 $ 40,101,367 $ 35,704,573
Cost of sales 36,096,580 32,229,480 28,887,785
-------------- -------------- --------------
Gross profit 10,104,082 7,871,887 6,816,788
Selling, administrative and general expenses 6,790,776 5,220,853 4,625,043
-------------- -------------- --------------
Income from operations 3,313,306 2,651,034 2,191,745
Interest expense (1,791,727) (1,852,088) (1,284,761)
Other income, net 18,703 24,517 136,643
-------------- -------------- --------------
Income before income tax (benefit) and
preferred stock dividend 1,540,282 823,463 1,043,627
Provision for income tax (benefit) 677,903 441,666 (647,201)
-------------- -------------- --------------
Income before preferred stock dividend 862,379 381,797 1,690,828
Preferred stock dividend - - 400,000
------------- -------------- --------------
Net income available to common stockholders $ 862,379 $ 381,797 $ 1,290,828
============= ============== ==============
Basic earnings per share $0.16 $0.07 $0.24
============= ============== ==============
Diluted earnings per share $0.16 $0.07 $0.22
============= ============== ==============
See accompanying notes to consolidated financial statements
F-4
BERGER HOLDINGS, LTD.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
[Enlarge/Download Table]
Series A Convertible
Preferred Stock Common Stock
--------------------- --------------------------
Additional
Number Number Paid-in Accumulated
of Shares Amount of Shares Amount Capital Deficit
------------ -------- -------------- ----------- --------------- --------------
Balance, January 1, 1998 25,000 $ 250 5,228,973 $52,289 $19,562,462 $ (6,613,814)
Issuance of 15,000 shares of
Series A convertible preferred stock 15,000 150 - - 1,443,040 -
Exercise of 72,357 stock options - - 72,357 724 108,712 -
Reduction of common stock subscribed - - - - - -
Net income before preferred stock dividend - - - - - 1,690,828
Preferred stock dividend - - - - - (400,000)
------------ -------- -------------- ----------- --------------- --------------
Balance, December 31, 1998 40,000 $ 400 5,301,330 $53,013 $21,114,214 $ (5,322,986)
Conversion of preferred shares to debt (40,000) (400) - - (3,999,600) -
Exercise of 188,406 stock options - - 188,406 1,884 54,366 -
Net income - - - - - 381,797
Purchase of 124,400 shares treasury stock, at cost - - - - - -
------------ -------- -------------- ----------- --------------- --------------
Balance, December 31, 1999 - $ - 5,489,736 $54,897 $17,168,980 $ (4,941,189)
Common shares issued - - 250,000 2,500 521,246 -
Net income - - - - - 862,379
Purchase of 487,400 shares treasury stock, at cost - - - - - -
------------ -------- -------------- ----------- --------------- --------------
Balance, December 31, 2000 - $ - 5,739,736 $57,397 $17,690,226 $ (4,078,810)
============ ======== ============= =========== ============== ==============
Common Stock
Treasury Stock Subscribed
--------------------- --------------------------
Number Number
of Shares Amount of Shares Amount
------------ ---------- -------------- ---------
Balance, January 1, 1998 - - 367,500 $507,916
Issuance of 15,000 shares of
Series A convertible preferred stock - - - -
Exercise of 72,357 stock options - - - -
Reduction of common stock subscribed - - (20,000) (25,000)
Net income before preferred stock dividend - - - -
Preferred stock dividend - - - -
------------ ---------- -------------- -----------
Balance, December 31, 1998 - - 347,500 $482,916
Conversion of preferred shares to debt - - - -
Exercise of 188,406 stock options - - - -
Net income - - - -
Purchase of 124,400 shares treasury stock, at cost 124,400 $ (354,402) - -
------------ ---------- -------------- -----------
Balance, December 31, 1999 124,400 $ (354,402) 347,500 $482.916
Common shares issued - - - -
Net income - - - -
Purchase of 487,400 shares treasury stock, at cost 487,400 $ (998,856) - -
------------ ---------- -------------- -----------
Balance, December 31, 2000 611,600 $(1,353,258) 347,500 $482,916
============ ========== ============== ===========
See accompanying notes to consolidated financial statements
F-5
BERGER HOLDINGS, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
[Enlarge/Download Table]
Year Ended December 31
------------------------------------------------------
2000 1999 1998
---------------- --------------- ---------------
Cash flows from operating activities
Net income before preferred stock dividend $ 862,379 $ 381,797 $ 1,690,828
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
Deferred income taxes 568,542 404,022 (647,201)
Depreciation and amortization 2,436,741 1,973,240 1,645,673
Decrease in accounts receivable allowance - - (13,000)
Decrease in inventory reserve - (100,000) -
Change in operating assets and liabilities, excluding
acquisitions
Accounts receivable (298,629) 233,184 (726,341)
Inventories (450,230) 1,033,412 (189,212)
Other current and long-term assets (174,849) (559,697) (851,572)
Accounts payable 2,481,885 258,578 709,860
Accrued expenses 485,069 192,119 679,911
---------------- --------------- ---------------
Net cash provided by operating activities 5,910,908 3,816,655 2,298,946
---------------- --------------- ---------------
Cash flows from investing activities
Acquisition of companies, net of cash acquired (6,001,584) - (13,675,401)
Acquisition of property and equipment, net of
retirements (1,234,238) (1,165,314) (2,381,810)
---------------- --------------- ---------------
Net cash used in investing activities (7,235,822) (1,165,314) (16,057,211)
---------------- --------------- ---------------
Cash flows from financing activities
Dividends paid - - (400,000)
Net proceeds (repayments) from working capital line 1,953,401 (792,707) 5,176,618
Net proceeds (repayments) from equipment term loan (556,546) (531,996) 1,186,668
Proceeds from long-term debt 1,996,915 2,380,539 4,020,986
Loan and mortgage repayments (643,950) (3,451,794) (2,064,945)
Proceeds from issuance of stock, private placements,
stock warrants and stock options - 56,250 1,634,286
Costs of raising capital - - (56,810)
Net payment for redeemable common stock (226,254) - -
Repurchase of common stock (998,856) (354,402) -
---------------- --------------- ---------------
Net cash provided by (used in) financing activities 1,524,710 (2,694,110) 9,496,803
---------------- --------------- ---------------
Net increase (decrease) in cash 199,796 (42,769) (4,261,462)
Cash and cash equivalents, beginning of year 107,116 149,885 4,411,347
---------------- --------------- ---------------
Cash and cash equivalents, end of year $ 306,912 $ 107,116 $ 149,885
================ =============== ===============
See accompanying notes to consolidated financial statements
F-6
BERGER HOLDINGS, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued)
[Enlarge/Download Table]
Year Ended December 31
------------------------------------------
2000 1999 1998
------------- ------------ -----------
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION
Cash paid during the year for interest $1,791,727 $1,852,088 $1,284,761
Cash paid during the year for taxes $ 54,000 $ 37,337 $ 23,890
============= ============ ===========
The Company entered into capital leases aggregating $700,288, $380,539,
and $520,986 in the years 2000, 1999, and 1998, respectively.
See accompanying notes to consolidated financial statements
F-7
BERGER HOLDINGS, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS ORGANIZATION
The Company operates primarily from three manufacturing facilities
located in Feasterville, PA, Keller, TX and Atlanta, GA. The Company
operates one business segment producing aluminum, galvanized steel and copper
roof drainage and specialty architectural metal products. The Company sells
to wholesale building product distributors and contractors throughout the
United States, its territories and Canada. The Company routinely grants
credit to these distributors.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The financial statements include the accounts of the Company and its
wholly owned subsidiaries, Berger Financial Corporation, Berger Bros Company,
CopperCraft, Inc. and Walker Metal Products, Inc. All significant
intercompany transactions and balances have been eliminated.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of all highly liquid instruments
with original maturities of three months or less.
PROPERTY AND EQUIPMENT AND DEPRECIATION AND AMORTIZATION
Property and equipment are carried at cost. Depreciation is
computed by straight-line and accelerated methods using estimated useful
lives of 5 to 39 years for buildings and improvements and 3 to 15 years for
machinery and equipment. Improvements are capitalized and expenditures for
maintenance, repairs and minor renewals are charged to expense when incurred.
At the time assets are retired or sold, the costs and accumulated
depreciation are eliminated and the resulting gain or loss, if any, is
reflected in the consolidated statement of operations.
OTHER ASSETS
Costs and payments pursuant to noncompetition arrangements entered
into in connection with business acquisitions are amortized over the terms of
the arrangements. Other intangibles include patents, capitalized acquisition
costs and acquired customer lists or markets. Costs related to start-up
activities and organization costs are expensed as incurred. All intangibles
are being amortized by the straight-line method over periods not exceeding 15
years. The Company assesses the recoverability of intangibles by determining
whether the amortization of the asset balance can be recovered through
projected undiscounted cash flows over its remaining life.
GOODWILL
Goodwill is amortized using the straight-line method over 10-25
years. The Company assesses the recoverability of this intangible asset by
determining whether the amortization of the goodwill balance over the
remaining life can be recovered through
F-8
BERGER HOLDINGS, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
projected undiscounted future cash flows. The amount of the impairment, if
any, is measured based on projected discounted future operating cash flows
using a discount rate
reflecting the Company's average cost of funds or fair value of the asset,
where appropriate. The assessment of the recoverability of intangible assets
will be impacted if estimated future operating cash flows are not achieved.
REVENUE RECOGNITION
The Company records revenues on its products when goods are shipped.
INCOME TAXES
Income taxes are accounted for under the asset and liability method.
The Company accounts for the recognition of deferred tax assets and
liabilities based on the expected future tax consequences of events that have
been included in the financial statements or tax returns. Deferred income
taxes result from temporary differences, which consist of different tax bases
for assets and liabilities than their reported amounts in the financial
statements. Such differences result in recognition of income or expense in
different years for tax and financial statement purposes. Deferred tax
assets are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled.
EARNINGS PER SHARE
Basic earnings per share are computed by dividing net income
available to common stockholders by the weighted average number of shares of
common stock outstanding during the year. Diluted earnings per common share
reflects the potential dilution of securities that could share in the
earnings.
SEGMENT DISCLOSURES
The Company has one operating segment. This one operating segment
is engaged in the production of aluminum, galvanized steel, painted steel and
copper roof drainage and specialty metal architectural products. The segment
disclosure is consistent with the management decision-making process that
determines the allocation of resources and the measuring of performance.
RECLASSIFICATION
Certain balances have been reclassed to conform to the current year
presentation. In 2000 the Company reclassified shipping and handling revenue
to Net Revenue.
MANAGEMENT'S JUDGMENTS AND ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities
F-9
BERGER HOLDINGS, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
IMPAIRMENT OF LONG-LIVED ASSETS TO BE DISPOSED OF
The Company accounts for long-lived assets in accordance with the
provisions of SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of." This Statement requires
that long-lived assets and certain identifiable intangibles be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets
to be held and used is measured by a comparison of the carrying amount of an
asset to future net cash flows expected to be generated by the asset. If
such assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceeds the
fair value of the assets. Assets to be disposed of are reported at the lower
of the carrying amount or fair value less costs to sell.
3. ACQUISITIONS
On October 31, 2000, the Company purchased all of the outstanding
shares of the common stock of Walker Metal Products, Inc., a Georgia
corporation (Walker). As consideration, the Company paid $4,176,537
consisting of $3,000,000 in cash, a note payable of $800,000 and assumed
liabilities of $376,537. Walker reported sales of $4,200,000 and net income
of $50,000 (net of Officers' withdrawals) for the fiscal year ending
September 30, 2000. The Company utilized funds obtained from its Credit
Facility to acquire Walker. The acquisition was accounted for as a purchase
and the excess of the purchase price over the the fair value of the assets
(goodwill) is being amortized on a straight-line basis generally over 20
years.
On March 31, 2000, the Company purchased all of the outstanding
shares of the common stock of CopperCraft, Inc., a Texas corporation
(CopperCraft). As consideration, the Company paid $2,642,410 consisting of
$1,740,822 in cash, a note payable of $512,500 and assumed liabilities of
$389,088. CopperCraft reported sales of $2,400,000 and net income of
$150,000 for the fiscal year ending December 31, 1999. The Company utilized
funds obtained from its credit facility to acquire CopperCraft. The
acquisition was accounted for as a purchase and the excess of the purchase
price over the fair value of the assets (goodwill) is being amortized on a
straight-line basis generally over 20 years.
The following table presents the unaudited pro forma results of
operations as if the acquisition of Walker and CopperCraft had occurred at
the beginning of 2000 after giving effect to certain adjustments, including
amortization of goodwill and increased interest expense. These pro forma
results have been prepared for comparative purposes only and do not purport
to be indicative of what would have occurred had the acquisitions been made
as of those dates or results which may occur in the future.
F-10
BERGER HOLDINGS, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. ACQUISITIONS (continued)
Year Ended December 31,
2000
--------------------
Net Sales $50,300,662
====================
Net Income $ 941,546
====================
Earnings Per Share
Basic $ .18
====================
Diluted $ .18
====================
4. INVENTORIES
Inventories are valued at the lower of cost or market. Cost is
determined using a weighted average calculation.
As of December 31, 2000 and 1999, inventories consist of the
following:
[Download Table]
2000 1999
-------------- --------------
Raw materials $4,249,060 $3,515,537
Finished goods 2,591,824 2,008,856
Packaging materials and supplies 153,664 94,615
-------------- --------------
$6,994,548 $5,619,008
============== ==============
5. PROPERTY AND EQUIPMENT
As of December 31, 2000 and 1999, property and equipment consists of
the following:
[Download Table]
2000 1999
---------------- -----------------
Land $ 485,000 $ 485,000
Building 5,497,197 5,497,197
Machinery 8,850,370 8,105,217
Furniture and fixtures 1,726,841 1,463,725
Trucks and autos 1,213,906 966,120
Dies 1,248,873 1,098,502
Leasehold improvements 1,991,215 1,522,661
---------------- -----------------
21,013,402 19,138,422
Less accumulated depreciation 9,945,419 8,341,536
---------------- -----------------
$11,067,983 $10,796,886
================ =================
F-11
BERGER HOLDINGS, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. PROPERTY AND EQUIPMENT (continued)
Depreciation expense for the years ended December 31, 2000, 1999 and
1998 was $1,620,504, $1,289,357 and $1,022,569, respectively.
Total cost of machinery under capital leases included above as of
December 31, 2000 and 1999 was $1,667,809 and $1,030,104, respectively.
Accumulated depreciation for machinery under capital leases included above as
of December 31, 2000 and 1999 was $576,949 and $280,579, respectively.
6. OTHER ASSETS
As of December 31, 2000 and 1999, other assets consist of the
following:
[Download Table]
2000 1999
-------------- --------------
Patents and customer lists, net $1,264,979 $1,377,866
Non-compete agreements, net 1,071,428 1,161,905
Capitalized acquisition costs, net 592,241 594,686
Other long term assets 290,258 -
-------------- --------------
$3,218,906 $3,134,457
============== ==============
F-12
BERGER HOLDINGS, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. LONG-TERM DEBT
As of December 31, 2000 and 1999, long-term debt consisted of the
following:
[Enlarge/Download Table]
2000 1999
------------------ ------------------
$15,000,000 revolving line-of-credit expiring in January,
2003. Interest is due monthly at prime less 1/2% (prime was 9.5% as
of December 31, 1999). This line is collateralized by 85% of
eligible accounts receivable, 50% of eligible inventory, and any
remaining uncollateralized property and equipment. $ 7,784,988 $5,831,587
10.0% subordinated convertible debenture, due December 31,
2003, interest is payable quarterly through maturity (see Note 17). 1,500,000 1,500,000
11.0% subordinated debenture, due December 29, 2003,
interest is payable quarterly through maturity (see Note 17). 2,500,000 2,500,000
Mortgage note payable, principal and interest (7.25%)
due in monthly payments of approximately $27,400 through March, 2008
with a balloon of $1,431,391 due then. 2,696,404 2,824,461
Term loan, payable in 33 monthly installments of $60,606
plus interest at prime less 1/2% through December, 2002. This loan is
uncollateralized. 1,454,600 2,000,000
Term loans, payable in monthly installments of $53,487
plus interest at prime less 1/2% through January 2002, and a balloon
payment of $272,016 due January, 2002. Monthly payments of $9,154
plus interest at prime less 1/2% from February, 2002 through November
1, 2005. Monthly payments of $2,746 plus interest at prime less 1/2%
through April 1, 2005. These loans are collateralized by machinery
and equipment. 1,856,858 1,868,004
Capital leases, due in monthly installments of approximately
$40,198, including interest, ranging from 0.90% to 9.37% through 2005;
collateralized by certain equipment. 1,213,337 765,542
12.25% subordinated debenture, due December 31, 2003,
interest is payable quarterly through maturity
(see Note 17). 500,000 500,000
F-13
BERGER HOLDINGS, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. LONG-TERM DEBT (continued)
[Enlarge/Download Table]
Note payable to previous owner in connection with an
acquisition of assets, due on March 31, 2002 plus quarterly
installments of interest at 7.0% through March 31, 2002. 512,500 -
Note payable to previous owner in connection with an
acquisition of assets, due on January 31, 2004 plus quarterly
installments of interest at 7.0% through January 31, 2004. 800,000 -
Notes payable in connection with various acquisitions of
assets. Due in quarterly installments of $279,273 plus interest at
9.5% and 8.75%, respectively, through March 1, 2000. - 279,273
-------------------- ------------------
20,818,687 18,068,867
Less current maturities 1,877,804 1,680,261
-------------------- ------------------
$18,940,883 $16,388,606
==================== ==================
Scheduled annual maturities of long-term debt as of December 31,
2000 are as follows:
Year Ending December 31
---------------------------------------
2001 $ 1,877,804
2002 2,407,999
2003 13,181,320
2004 1,181,137
2005 273,515
Thereafter 1,896,912
----------------
$20,818,687
================
Scheduled annual maturities of capital leases as of December 31,
2000 are as follows:
[Download Table]
Year Ending December 31
---------------------------------------
2001 $ 371,108
2002 378,284
2003 355,406
2004 100,303
2005 8,236
Thereafter -
----------------
$ 1,213,337
================
F-14
BERGER HOLDINGS, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. ACCRUED EXPENSES
As of December 31, 2000 and 1999, accrued expenses consist of the
following:
[Download Table]
2000 1999
--------------- ---------------
Payroll and related expenses $ 280,552 $ 120,365
Accrued customer rebates 828,379 573,796
Other accrued expenses 1,027,954 639,891
--------------- ---------------
Total accrued expenses $2,136,885 $1,334,052
=============== ===============
9. INCOME TAXES
The sources of temporary differences and the tax effect of each as
of December 31, 2000 and 1999 as follows:
[Download Table]
2000 1999
----------------- -----------------
Inventory reserves $ 17,250 $ 17,250
Net operating loss carryforwards 1,394,000 1,941,533
Depreciation and other (168,613) (147,604)
----------------- -----------------
Total net deferred tax asset $1,242,637 $1,811,179
================= =================
The net deferred asset has been recognized on the balance sheet as
follows:
[Download Table]
December 31
2000 1999
------------------- ----------------
Current portion $ 384,125 $ 370,760
Noncurrent portion 858,512 1,440,419
------------------- ----------------
$1,242,637 $1,811,179
=================== ================
As of December 31, 2000, the Company had net operating loss
carryforwards of approximately $4,100,000, expiring through 2010.
Provision for income taxes (benefit) for 2000, 1999 and 1998 were as
follows:
[Enlarge/Download Table]
2000 1999 1998
--------------- ---------------- -----------------
Current federal tax expense $ 32,000 $ 13,467 $ 15,000
Current state tax expense 77,361 24,177 53,000
Deferred tax expense 568,542 404,022 308,603
Valuation allowance reduction - - ( 1,023,804)
--------------- ---------------- -----------------
Provision for income tax (benefit) $677,903 $441,666 ( $ 647,201)
=============== ================ =================
F-15
BERGER HOLDINGS, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. INCOME TAXES (Continued)
Significant differences between taxes computed at the federal
statutory rate and the provision for income taxes were.
[Download Table]
Years Ended December 31,
2000 1999 1998
----- ----- ------
Taxes at U.S. Federal statutory rate 34.00% 34.00% 34.00%
State income taxes,
net of federal benefit 5.40% 3.52% 3.35%
Other, net (0.87%) 6.64% (1.26%)
Permanent differences and
valuation allowance reduction 5.48% 9.47% (98.1%)
----- ----- ------
44.01% 53.63% (62.01%)
===== ===== ======
Certain gains which were recognized as a result of the Company's
emergence from bankruptcy are not considered taxable income for either
federal or state purposes. Additionally, gains recognized from exchanging
debt for common stock are not considered taxable income. However, these
gains reduce prior years' net operating loss carryforwards.
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 not be realized. The ultimate realization of
deferred tax assets is dependent upon the generation of future taxable income
during the periods in which those temporary differences become deductible.
Management considers the scheduled reversal of deferred tax liabilities and
projected future taxable income in making this assessment. Based upon the
level of historical taxable income and projections for future taxable income
over the periods which the deferred tax assets are deductible, along with
reasonable and prudent tax planning strategies and the expiration dates of
carryforwards, as of December 31, 2000 management believes it is more likely
than not the Company will realize the benefits of these deductible
differences.
10. COMMON STOCK SUBJECT TO REPURCHASE AGREEMENTS
During 1998, the Company issued 125,000 shares of common stock
valued at $500,000 in connection with the acquisition of the roof drainage
manufacturing segment of Benjamin Obdyke, Inc. In conjunction with the
transaction, the Company entered into a repurchase agreement whereby the
holder of the common stock has the option to require the Company to
repurchase the stock at $4.00. These shares have been classified as
redeemable common stock in the consolidated financial statements. On January
21, 2000, the holder of the common stock exercised its option to receive cash
proceeds of $500,000. The holder sold the 125,000 shares of common stock at
$2.25 per share to an unrelated third party. The remaining $226,254,
including transfer fees, was paid by the Company.
On December 20, 2000 the holder of common stock subject to the
holder's right to require the the Company to purchase the shares exercised
that right, and the Company purchased the 125,000 shares of common stock at
$2.00 per share.
F-16
BERGER HOLDINGS, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. EARNINGS PER SHARE
Basic and diluted earnings per share for the years 1998 through 2000
are as follows:
[Enlarge/Download Table]
2000 1999 1998
---------------- ----------------- ----------------
Basic earnings per share
Net income available to
common stockholders $ 862,379 $ 381,797 $1,290,828 (1)
---------------- ----------------- ----------------
Weighted average common
shares outstanding 5,364,497 5,483,726 5,367,546
---------------- ----------------- ----------------
Basic earnings per share $ 0.16 $ 0.07 $ 0.24
================ ================= ================
Diluted earnings per share
Income before preferred
stock dividend $ 862,379 $ 381,797 $1,690,828
---------------- ----------------- ----------------
Add back interest expense net of
tax effect on dilutive shares $ 189,000 $ 208,000 -0-
---------------- ----------------- ----------------
Diluted Net Income $1,051,379 $ 589,797 $1,690,828
Weighted average common
shares outstanding 5,364,497 5,483,726 5,367,546
Add: effect of vested and non-
vested dilutive securities 597,311 956,293 1,214,442
Add: effect of convertible
debt shares 794,118 941,177 941,177
---------------- ----------------- ----------------
6,755,925 7,381,196 7,523,165
================ ================= ================
Diluted earnings per share (2) $ 0.16 $ 0.07 $ 0.22
================ ================= ================
(1) Included in December 31, 1998's net income is a tax credit for $647,201.
(2) Diluted earnings per share cannot be antidilutive or show additional
income.
Stock equivalents which were exercisable at prices greater than the
average market price of the common shares during the year have been excluded
from the computation since the effect would be anti-dilutive. As of December
31, 2000, there were 307,600 options meeting this criterion.
F-17
BERGER HOLDINGS, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. STOCK OPTIONS
The Company may grant stock options to key executives, directors,
management personnel, other employees and consultants under its stock option
plan and under various grants made outside the plan. Grants of stock options
for the periods indicated were as follows:
[Enlarge/Download Table]
Wtd. Avg. Wtd. Avg. Wtd. Avg.
2000 Price 1999 Price 1998 Price
------------------------- ------------------------- -------------------------
Outstanding as of beginning
of year 2,375,350 $1.75 2,341,450 $1.73 $1.71 2,449,248
Options granted 645,000 $2.00 37,400 $2.25 - -
Options exercised or canceled ( 53,900) $2.64 ( 3,500) $1.78 ( 107,798) $1.51
----------- ----------- -----------
Outstanding as of December 31 2,966,450 $1.78 2,375,350 $1.75 2,341,450 $1.73
========= ========= =========
Exercisable as of December 31 2,371,450 $1.73 1,890,350 $1.76 1,341,450 $1.76
========= ========= =========
The following table summarizes information about stock options
outstanding as of December 31, 2000:
[Enlarge/Download Table]
Weighted
Average
Number Remaining Weighted Weighted
Range of Of Years of Average Number Average
Exercise Options Contractual Exercise Of Options Exercise
Price Outstanding Life Price Exercisable Price
-------------- ---------------- ---------------- -------------- ---------------- --------------
$1.00-$2.99 2,774,000 7.92 $1.62 2,179,450 $1.52
$3.00-$3.99 162,450 5.36 $3.40 162,450 $3.40
$4.00-$4.55 30,000 2.00 $4.55 30,000 $4.55
---------------- ----------------
2,966,450 2,371,450
================ ================
The Company did not recognize compensation costs for stock based
compensation awards in 2000, 1999 and 1998. The Company accounts for such
compensation under the provisions of Accounting Principles Board Opinion No.
25. Had compensation cost for the Company's stock-based compensation plans
been determined based on the fair value at the grant dates for awards granted
in 2000, 1999 and 1998 consistent with SFAS 123 "Accounting for Stock-Based
Compensation" ("SFAS No. 123"), there would have been no change to income
available to common stockholders or earnings per share.
F-18
BERGER HOLDINGS, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13. COMMON STOCK AND WARRANTS
In January 1998, the Company issued 50,000 warrants to the previous
owners of Obdyke's metal division at an exercise price of $4.42. The
warrants were immediately exercisable and expired on January 2, 2000.
In January 1998, in connection with the purchase of certain Obdyke
assets the Company issued 300,000 warrants at an exercise price of $4.25. In
January, 1998 and December 1997, the Company issued 40,000 shares of Series A
Convertible Preferred Stock for $100 per share. These shares had a $100 per
share liquidating preference. Effective as of January 1, 1999, the 40,000
shares of Series A Preferred Stock were exchanged for 10% Subordinated
Convertible Debentures (10% debentures) due January 2, 2004. The 10%
debentures were convertible at any time into 23.53 common shares for each
$100 of 10% debentures outstanding on the conversion date subject to
specified anti-dilution adjustments. The 10% debentures are pre-payable only
when the Company's common stock trades above $9.00 per share for 10
consecutive days. Simultaneously with the exchange of the Series A Preferred
Stock, the Company extended the exercise date on the 300,000 common stock
warrants from January 2, 2003 to December 31, 2003.
Effective September 30, 2000, the Company entered into an agreement
pursuant to which: (a) the Company's 10% Convertible Subordinated Debenture
in the principal amount of $2,500,000 was amended and restated to (i)
increase the interest rate from 10% to 11%, (ii) delete the conversion
provisions, and (iii) provide for a prepayment premium; (b) a stock purchase
warrant for the purchase of 240,000 shares of the Company's common stock held
was canceled; and (c) 125,000 unregistered shares of the Company's common
stock were issued to the holder of the above debenture. On December 20, 2000,
after the holder of the 125,000 shares exercised its right to require the
Company to purchase those shares, the Company purchased all 125,000 shares at
$2.00 per share.
Effective January 12, 2001, the Company entered into an agreement
pursuant to which the holder surrendered the Company's 12.25% Subordinated
Debenture in the principal amount of $500,000 and was issued 250,000 shares
of the Company's common
F-19
BERGER HOLDINGS, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13. COMMON STOCK AND WARRANTS (Continued)
stock. The holder also surrendered a warrant for the purchase of 60,000
shares of the Company's common stock and agreed to the amendment and
restatement of the Company's 10% Convertible Subordinated Debenture in the
principal amount of $1,500,000 to delete the conversion provisions.
Effective February 7, 2001, the Company purchased from four individuals
certain options for the purchase of an aggregate of 100,000 shares of the
Company's common stock at exercise prices ranging from $3.25 to $4.65 per
share. The purchase price paid by the Company for these warrants was $0.25
per warrant, for a total consideration of $25,000.
Stock warrant transactions are summarized as follows:
[Download Table]
Stock Wt Avg Price
Warrants per Warrant
-------------- ----------------
Outstanding, January 1, 1998 375,000 $1.53
Issued 350,000 4.27
-------------- ----------------
Outstanding, December 31, 1998 725,000 2.86
Exercised and expired (425,000) 1.87
-------------- ----------------
Outstanding, December 31, 1999 300,000 $4.25
Exercised, expired or cancelled (240,000) 4.25
-------------- ----------------
Outstanding, December 31, 2000 60,000 $4.25
============== ================
At December 31, 2000, $482,916 is due from officers and one director
for stock subscribed, relating to loans for the exercise of options and the
purchase of stock.
14. COMMITMENTS AND CONTINGENCIES
The Company leases certain real property and equipment under
noncancellable operating leases. Under certain leasing arrangements, the
Company pays property taxes, insurance and maintenance related to the leased
property. Rent expense for the years ended December 31, 2000, 1999 and 1998
was $907,156, $833,464 and $614,077, respectively. As of December 31, 2000,
minimum rental commitments under long-term, noncancellable operating leases
are as follows:
[Download Table]
Year Ending December 31
-------------------------------
2001 $1,051,324
2002 1,049,620
2003 547,791
2004 180,237
2005 88,959
Thereafter -
--------------
$2,917,931
==============
F-20
BERGER HOLDINGS, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14.COMMITMENTS AND CONTINGENCIES (Continued)
The Company's current involvement in legal proceedings are those
which arise in the ordinary course of business. In the opinion of
management, the outcome of these matters will not have a material adverse
effect on the financial position, results of operation, or liquidity of the
Company.
The Company participates in a multi-employer pension plan covering
substantially all of its union employees. The union employees comprise 51% of
the Company's workforce, which are represented by two unions. The Company
makes monthly payments as required into the multi-employer plan trust
established for union employees. Under the Employee Retirement Income
Security Act of 1974, as amended by the Multi-Employer Pension Plan Amendments
Act of 1980, an employer is liable for a proportionate part of the plan's
unfunded vested benefits liability. The Company's share of the unfunded
liability relating to Local 107 Multi-Employer Pension Plan, is approximately
$50,000. The Company's share of the unfunded liability relating to Local
169's Multi-Employer Pension Plan is approximately $238,000. The Company's
union agreements expire on December 31, 2001.
15. CONCENTRATION OF CREDIT RISK ARISING FROM CASH DEPOSITS
The Company maintains cash balances at a financial institution
located in the Delaware Valley area. The accounts at the institution are
insured by the Federal Deposit Insurance Corporation up to $100,000. During
the year, the Company's cash balances periodically exceed the insured limit.
16. DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it is practicable to
estimate that value.
Accounts Receivable and Accounts Payable
The carrying amount approximates fair value because of the short
maturity of those instruments.
Long-Term Debt
The fair value of the Company's long-term debt is estimated based on
the current rates available to the Company for debt of the same remaining
maturities. As of December 31, 2000, the carrying value of this debt,
aggregating $20,818,687 approximates the fair value.
17. SUBSEQUENT EVENTS
Effective September 30, 2000, the Company entered into an agreement pursuant to
which: (a) the Company's 10% Convertible Subordinated Debenture in the
principal amount of $2,500,000 was amended and restated to (i) increase the
interest rate from 10% to 11%, (ii) delete the conversion provisions, and
(iii) provide for a prepayment premium; (b) a stock purchase warrant for the
purchase of 240,000 shares of the
F-21
BERGER HOLDINGS, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
17. SUBSEQUENT EVENTS (Continued)
Company's common stock held was canceled; and (c) 125,000 unregistered shares
of the Company's common stock were issued to the holder of the above
debenture. On December 20, 2000, after the holder of the 125,000 shares
exercised its right to require the Company to purchase those shares, the
Company purchased all 125,000 shares at $2.00 per share.
Effective January 12, 2001, the Company entered into an agreement
pursuant to which the holder surrendered the Company's 12.25% Subordinated
Debenture in the principal amount of $500,000 and was issued 250,000 shares
of the Company's common stock. The holder also surrendered a warrant for the
purchase of 60,000 shares of the Company's common stock and agreed to the
amendment and restatement of the Company's 10% Convertible Subordinated
Debenture in the principal amount of $1,500,000 to delete the conversion
provisions.
Effective February 7, 2001, the Company purchased from four
individuals certain warrants for the purchase of an aggregate of 100,000
shares of the Company's common stock at exercise prices ranging from $3.25 to
$4.65 per share. The purchase price paid by the Company for these warrants
was $0.25 per warrant, for a total consideration of $25,000.
18. SUPPLEMENTARY INFORMATION (UNAUDITED)
This table summarizes the unaudited results of operations for each
quarter of 2000 and 1999.
[Enlarge/Download Table]
First Second Third Fourth 2000
--------------- ---------------- ---------------- ---------------- -----------
2000
Net Sales $8,874,487 $11,938,253 $12,658,223 $12,729,699 $46,200,662
Operating income 497,564 1,021,159 1,050,411 744,172 3,313,306
Income available to
common stockholders 49,805 298,191 315,140 199,243 862,379
Basic earnings
per share $ .01 $ .06 $ .06 $ .03 $ .16
Diluted earnings
per share $ .01 $ .05 $ .05 $ .03 $ .16
First Second Third Fourth 1999
--------------- ---------------- ---------------- ---------------- -----------
1999
Net Sales $8,207,982 $11,091,149 $10,786,635 $10,015,601 $40,101,367
Operating income 397,849 1,246,186 788,807 218,192 2,651,034
Income (loss) available
to common stockholders (46,497) 505,061 210,567 (287,334) 381,797
Basic earnings (loss)
per share $ (0.01) $ 0.09 $ 0.04 $ (0.05) $ 0.07
Diluted earnings (loss)
per share $ (0.01) $ 0.08 $ 0.04 $ (0.05) $ 0.07
The sum of quarterly earnings per common share may differ from full-
year amounts due to changes in the number of shares outstanding during the year.
F-22
Dates Referenced Herein and Documents Incorporated by Reference
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