Document xd35bzxEMdD0oRZ3MVDnYXRb

RILEY STOKER CORPORATION 'DIRECTORS AND OFFICERS DIRECTORS Louis E. Griffith Honorary Chairman Richard J. Rutherford Chairman Robert K. Griffith Chapin Riley Robert S. Bowditch Philip R. Mather Bruce G. Daniels Ellis T. Knobloch Raymond J. Forkey Alan B. Hobbes OFFICERS Robert K. Griffith President and General Manager John E. Hicinbothem Vice President in charge of Sales George Parmakian Vice President--Engineering Alexander L. Mitchell Vice President--Midwestern Region Kathleen M. Crooks Secretary and Acting Treasurer EXECUTIVE COMMITTEE Richard J. Rutherford Chairman Robert K. Griffith Robert S. Bowditch Our cover features West Texas Utilities Company's San Angelo Power Station, one of the world's most efficient natural gas-fired power plants. A Riley Steam Generator with a capacity of 597,098 pounds of steam per hour was specially designed for combined gas turbine-steam tur bine cycle operation. PAGF 1 RS-001067 1/17/02 NUECES FINANCIAL HIGHLIGHTS 1968 1967 1966 1965 1964 Revenues and Net Sales Income (Loss) Before Federal Taxes Net Income (Loss) After Federal Taxes Net Income (Loss) Per Share Cash Dividends Per Share Stockholders' Investment Per Share Stockholders' Investment Shares Outstanding Additions to Plant and Equipment Backlog of Unfilled Orders at December 31 $ 49 ,138,833 (1.,694,878) $ 53,242,970 (455,071) ' 5 59.348,600 2,537,714 5 47,645.518 ( 615,037) $ 42,164,562 1 ,712,134 (1,,094,878) (2.80) .40 16,,578,335 42.40 391,014 1 .834,216 75, 622,000 74,701 .19 1.60 17,829,619 . > 45.60 391,014 ' '14 . ; . 837,115 ; -** * !<, v. 63,282,000 1.670.398 ( 631,128) 783,153 4.27 (1.61) : 2.00 .80 1.60 1.60 18.379,394 17,019,655 18. 263,530 I- 47.00 ' *- >:. - - v* i 391,014 -v ... 43.53 ' ' 391,014 < 46.71 391,014 \ ,':,^^^7,225 ! .*: 722.306 rS 858,973 i rr^i f ;: 68,530.000 ; 82,655,231,^ ; - ?68,.000.000 The recent installation of a new G. E. 415 Computer in a specially designed and constructed Data Processing Department at our general offices, features the latest equipment available to complement earlier computer equipment. This third generation computer system will process data, solve complex engineering and mathe matical problems at greatly increased speeds and efficiency. In addition to handling present systems now employed in all areas of engineering, the system was selected with ample capacity to handle new and pro posed programs for manufacturing, construction, material and costs. H8-001088 1/17/oa NUECES PAGE 2 During 1968 we were engaged in many new positive programs to improve operations and profits and in the last six months of the year the results of these programs were very encouraging. In particu lar, significant improvement in manufacturing economies and ef ficiencies have been made. At the Cornwells Heights, Pennsylvania, Badenhausen Corporation facility, the layout and flow of materials for our superheater reheater department has been completely revised to reduce labor require ments without loss of productivity and new welding equipment has been installed to improve panel operations--at the Detroit. Michigan plant we introduced new automated equipment for ma terials handling in the foundry--and at the recently expanded Union Iron Works approximately 200 new employees have been trained, thus affording increased capacity and the ability to furnish welded walls. We have completed a survey of the Decatur. Illinois, A. W. Cash Company plant and are going forward with the installation of new machine tools there. As the demand for its products continue to grow we anticipate that a new facility with greater capacity and ef ficiencies will be required and such a study has already been under taken. We also are looking at the merits and cost of introducing addi tional automated equipment for the Detroit foundry. The Engineering and Sales Departments of Union Iron Works are being consolidated with their counterparts at Riley in Worcester, Massachusetts, and we look for increased efficieTtcies and better service to our custom ers in the future with resulting considerable savings to the Company. The study of company operations by Arthur Andersen & Co., which was completed this past year, is now being implemented. The change to percentage-of-completion accounting described in Note 2 to the financial statements enables the Company to maintain improved control over contract costs and estimates to complete and to more accurately reflect the Company's contract operations for internal reporting purposes. New accounting and budgeting procedures have been introduced. These changes, when completed, will permit the issuance of quarterly reports to stockholders and should ma terially stabilize future earnings reporting. As noted on page 8 of this report the City of Braintree, Massachu setts, has purchased the first Riley designed Thermal Waste Con version System. This new product will be our first combination of waste heat boilers utilized on a municipal system and is the re sult of our continuing efforts for new products and expanded markets. We have also undertaken a complete review of our patent policy. This review is now substantially complete, and we are introducing an expanded patent program--both as to patent processing and patent licensing. Comparative figures for 1968, 1967, 1966. 1965 and 1964 ' shown on page 2 of this report. As you will see the loss during first six months of 1968 had a serious adverse affect on total suits for the year, but the contracts (particularly the construction project for Hoosier Electric Energy Cooperative in Indiana) which caused the loss have now been completed. These contracts, due to conditions then prevailing in the industry and unlike present contract proposals and contracts closed during the year 1968. did not contain provision for either reimbursement to your Company of expenditures for premium time to attract qualified field erection personnel or addi tional amounts to be applied for such a factor. Revenues for 1 968 were $49,1 38,833while the backlog was $75,622.000 at December 31, 1968 and $78,362,000, at February 28, 1969. Earnings for the first quarter may be adversely affected by a seven week work stoppage at the Badenhausen Corporation facility. The most serious issue which prevented an early settlement was the de mand of the union that management be prohibited from making any changes as to equipment and processes without the prior agreement of the Union. The negotiations resulted in a three year contract on terms satisfactory to management which will enable us to direct the manpower at this plant in a more efficient manner. While the directors felt it necessary to omit the payment of divi dends during most of 1968, it is their intent to resume regular quar terly dividends when operations have returned to a more profitable level and the working capital demands to finance the projects being introduced to improve operations have eased. We are pleased to report that Mr. Raymond J. Forkey, Presic of Coppus Engineering Corporation, and Mr. Alan B. Hobbes, Ge. eral Counsel of American Optical Company, Southbridge, Mass achusetts, were elected to the Board of Directors on March 7,1969. Mr. Forkey is the Chief Executive Officer of Coppus, a manufacturer of turbines, burners, blowers, and valves, which is located in Worcester, Massachusetts. Mr. Hobbes formerly was associated with the Federal Trade Commission in Washington, D. C. and is presently General Coun sel of American Optical Company, Southbridge, Massachusetts. These men have demonstrated their ability in the business world for many years and their knowledge and experience should contribute ma terially to the Company's future success. Although 1968 has been a difficult year, we feel that the programs initiated during the year have strengthened the Company and have provided the foundation necessary for further progress in the years ahead. To those who have accepted the responsibility for carrying outthese programs and to all our stockholders, employees, customers and suppliers we give our thanks for their cooperation and support. By Order of the Board of Directors, March 21.1969 R.J. Rutherford, Chairman PAGE 3 R8-0010W 1/17/02 NUECES CONSOLIDATED'STATEMENTS OF INCOME AND RETAINED EARNINGS* CONSOLIDATED STATEMENTS Income Contract Revenues and Net Sales ( Note 2 ) ,Cost of Work Performed................................. Gross Income. Idling, General and Administrative Expenses Operating loss................................................... )ther Income (Expense): Dividends, interest income, etc........................ Engineering and royalty fees. Interest expense...................... YEAR ENDED DECEMBER 31 1968 $ 49,138.833 45,871.066 $ 3,267,767 5.200,129 $ (1.932,362) $ 326,013 587,305 (675.834) $ 237.484 Loss before Federal income tax refund Refund of Federal income taxes . . Net income (loss)....................................... vlet Income (Loss) Per Share of Common Stock. Retired Ear 3alance Beginning of Year...................... Add (Deduct). Net income (loss) for the year............ Prior years' Federal tax adjustments. Cash dividends on common stock. $ .40 per snare m I 968 and S 1 60 per shareLn 1 967.................... Transfer to appropriated retained earnings............................... ''t iBalance End of Year $ (1,694,878) 600,000 $ (1,094,878) $ (2.80) $ 14,512,080 (1,094,878) $ 13,417,202 . ..'.rr.*leave,'. 156,406 $ 13,260,796 ,242,970 ,300 /670 -. 17228 SlSSfe--$ (906,558) The accompanying notes are an integral part of this financial statement. R8-001060 1/17/02 NUECE8 PAGE 4 BALANCt bHthlb LUIMbULlUA I tU BALAIMUb bHhfc I b LUIMbULlUA I tU BALAIMUt bHtt I b ASSETS YEAR ENDED DECEMBER 31, 1968 CURRENT ASSETS: Cash.............................................................................. Receivables-- Customers, including contract retentions. . . . Federal Income Tax Refund............................... Other........................................................................ Unbilled contract work (Note 2)........................... Materials, supplies and other inventories at the lower of cost (first-in, first-out) or market. . . . Prepayments.............................................................. Total current assets. INVESTMENTS, at cost (quoted market 53,920,1 25 in 1 968 and S3.929.738 in 1 967' (Note 3)...................................... PROPERTY AND EQUIPMENT, at cost: Land and buildings (Note 4)............... Machinery and equipment.................. Less--Accumulated depreciation. Totai property and equipment, net OTHER ASSETS. PATENTS............ $ 1.069,566 15,020,085 637,362 589,391 2,939,940 6,593.411 378,934 $27,228,689 $ 5,537,699 S 7,264,307 9,156,064 $16,420,371 10.045.593 $ 6,374,778 $ 274,945 $39,416,112 PAGE 5 RS401M1 1/17/02 NUcCES UINbULlUA I EL) tJALANCt bMfcb I b UUINIbULlUA I tU BALANUb bHbb I b CUNbOLIDAI ED ABILITIES YEAR ENDED DECEMBER 31, 1968 1967 IRRENT LIABILITIES Motes payable to banks............................................................................................... Accounts payable......................................................................................................... Deferred contract revenue (Note 2)....................................................................... Accrued payroll, commissions and other payroll costs................................................................................................... Accrued liabilities.......................................................................................................... Total current liabilities.............................................................................* 1NG-TERM DEBT (Note 4): $10,500,000 3,568,117 4,874,465 1,872,273 1,268,859 $22,083,714 ^ ** ' $11,000,000 4,028,111 3,632,428 t 1,497,192 1,402,071 .,> . $21,559,802 ^KHOLDERS' INVESTMENT: ^mori stock. 33.00 par value -- ^%jthorized -- 1.050,000 shares Issued--391.01 4 shares......... . . . Capital surplus............................................... Retained earnings -- Unappropriated...................................... Appropriated (Note 5)............................ Total stockholders' investment $ 1,173,042 1,444,497 $31,173,042 Y (T <&**?*'* V ; ^ M,444,497 13,260,796 700,000 ` '14,512,080 700,000 $16,578,335 . fjjgjgg, $1.7,829,619 $39,416,112 $39,389,421 The accompanying notes are an integral part of this financial statement. RS-001062 1/17/02 NUECE8 PAGE 6 Notes to CONSOLIDATED FINANCIAL STATEMENTS Notes to CONSOLIDATED FINANCIAL STATEMENTS 1. PRINCIPLES OF CONSOLIDATION The financial statements include the accounts of the Company and its wholly-owned subsidiaries, after elimination of the intercompany balances, transactions and investments. Riley Stoker Corporation's equity in net assets of its consolidated subsidi aries at December 31,1968 exceeded the amount of its investment in these subsidiaries by $5,980,438, representing net earnings of $5,426,254 since dates of acquisition, plus $554,184 which is the excess of the net assets of subsidiaries acquired over the cost of investment at dates of acquisition. 2. METHOD OF ACCOUNTING FOR INCOME ON CONTRACTS The Company, during 1968, revised its method of accounting for long term contracts to recognize income on the "percentage-of-completion ac counting method".The percentage-of-completion is determined by relating the actual cost of work performed to date to the current estimated total cost of the respective contracts. When the estimate on a contract indicates a loss, the Company's practice is to record the entire loss. Unbilled work at December 31,1968 represents the excess of contract revenue recognized to date over billings to date on certain contracts. Deferred contract revenue represents the excess of billings to date over the amount of revenue recog nized to date on the remaining contracts. The Company previously reflected income on long term contracts sep arately for each principal phase of the Company's contract operations (equip ment manufacture, purchased auxiliaries and construction). There was no significant effect on the results of operations for 1968 due to the change in method of accounting for income on contracts. 3. INVESTMENTS In the accompanying balance sheet investments of $5,537.699are stated at cost. As of December 31,1968 the quoted value of the securities is in the aggregate $1,617,574 less than cost. In the opinion of management, there has been no permanent decline in the value of these securities, nor is there any present intention of liquidat ing such securities, and therefore no provision for such decline has been reflected in the accompanying financial statements. 4. LONG TERM DEBT Long term debt represents amounts payable to a bank by EIDCO, Inc., (Erie Industrial Development Company) a Pennsylvania non-profit Corpora tion, on which Riley Stoker Corporation is liable for interest payments at 6-1 /4%perannum.The Company has also guaranteed the principal payments on the debt. Under the terms of an agreement EIDCO. Inc. will convey to Riley certain land and buildings subject to a 1 5 year 6-1/2% first mortgage of $540,000 and a 1 5 year 2% second mortgage of $432,000. which mortgages Riley has agreed to assume and pay. The amounts payable to a bank, which have been guaranteed by Riley, will be paid from the proceeds of the mortgages to be assumed by Riley prior to the time the property is conveyed by EIDCO. The property was originally owned by the Company and was transferred at nominal value to EIDCO for purposes of arranging the financing for con structing additional production facilities for a Riley subsidiary Union Iron Works. The agreement requires transfer of the property back to the Com pany when the project is completed. The Company has also paid directly some of the construction costs and as of December 31,1968 land and build ings include $1,080,000 applicable to the property to be conveyed by EIDCO. 5. RETAINED EARNINGS-APPROPRIATED The Board of Directors of A. W. Cash Company, a subsidiary, has autho rized $700,000 to be appropriated and retained in the business for use in acquiring future plant facilities. 6. FEDERAL INCOME TAXES The Company has available as deductions from future income, othe. subject to Federal income tax, net deductions of approximately S1,300,000 consisting principally of estimated loss reserves on contracts in process that are recorded in the accounts at December 31, 1968 but reportable for tax purposes as the work is performed. The Company also has available as a deduction from future taxable in come a net operating loss carry forward of approximately $400,000 at December 31, 1968, subject to certain limitations and to review by the Internal Revenue Service. 7. PENSION PLANS The Company and its subsidiaries have various pension plans covering substantially all of their employees. Pension contributions charged to ex pense amounted to $650,000 in 1968 and $313,000 in 1967 which in cludes. as to certain of the plans, amortization of past service costs over periods ranging from 10 to 30 years. It is the Company's policy to fund the pension contributions accrued. The increase in pension contributions in 1968 results largely from changes in the plans developed through union negotiations. 8. DEPRECIATION Depreciation is provided for financial reporting and Federal income tax purposes using primarily accelerated methods for machinery and equip ment and the straight line method for buildings. Depreciation charged to operations amounted to $736,770 in 1968 and $687,371 in 1967. 9. CONTINGENCIES The Company is a defendant in litigation relating to damages arising from alleged malfunctioning of equipment. The Company denies liability and in the opinion of Management the final outcome of the litigation will not ma terially affect the Company'sfinancial position. 10. PRIOR YEAR FINANCIAL STATEMENTS The balance sheet as of December 31,1967, which has been restatl conform to classifications used in 1968, and statements of income anu tained earnings for the year then ended were examined and reported on by public accountants other than Arthur Andersen & Co. and have been pre sented for comparative purposes. Arthur Andersen & Co, .m i Directors and Stockholders of^Riley Sr.oker CorparatkMt:| |W have examined the consolidated balmce sheet of Mey Stoker Cor- * {a Massachusetts corporation} and subsidiaries aVof CfambeV;.<A *31,1968, and the related consolidated statements of income and retained earnings for the year then ended. Our examination was made in accordance Iwrth generally accepted auditing standards, and accordingly Included such -' f. tests of the accounting records and such other auditing procedures as - ^v ^considered, necessary in the circumstances. - */ 4., In our opinion, subjectto the realization of the cost of investment in marketable securities as discussedin Note 3. the accompanying .. * consolidated financial statements present fairly (he finanaaf position of ' ` v Riley Stoker Corporation and subsidiaries as of December 31,1968, and ' - \; the results of their operations for the year then ended, in conformity with .. generally accepted accounting principles applied on a basis consistent with .t - that of the preceding year. As discussed in Note 2 to the financial state- ments, the Company changed its method of accounting for income on con- 'v tracts to the percen cpihh .. . - . ARTHUR ANDERSEN & CO. ,, 4' March 31.1969. ^434. 4 44 PAGE 7 R8-001083 1/17/02 NUECftt SALES HIGHLIGHTS RESEARCH . DEVELOPMENTS SALES HIGHLIGHTS RESEARCH WE LOOK AHEAD Anticipate our customers needs and to make them more ? of the Company's ability to make and sell equipment v\ i will satisfy those needs, we have underway compre hensive market surveys utilizing new approaches. For exam ple, one such survey will explore existing and future markets for trends in customers' needs for availability and con tinuity of service versus their needs for high efficiency with its resultant high initial cost. An example of the new products which can be developed from such efforts is the first Riley designed Thermal Waste Conversion System purchased in 1968 by the City of Braintree, Massachusetts and scheduled to go into opera tion in December of this year. This new system which burns residential, commercial and industrial refuse will include Riley Incinerator Stokers and will convert the heat energy into steam generation by means of two Riley Steam Gen erators, complete with waterwalls. The project is attracting a great deal of attention and is viewed very favorably by our licensees. Another new marketing endeavor will be undertaken by a separate department, currently being set up, to develop fur ther our parts, maintenance and repair business. A prime objective of this new department will be to provide and ob tain supervised annual maintenance contracts through a program for preventive maintenance and up-grading of our customers' existing units as improvements are devel oped. This will also include the solicitation of additional ' " "e parts orders. Initial customer reaction to the program "^en very encouraging. Du ..ig 1968 orders for future delivery, from old and new customers included utility type contracts for New England Power Company, South Carolina Electric and Gas Company, Public Service Electric & Gas Company of New Jersey, Louisiana Electric Cooperative Association, City of Austin, Minnesota, City of Lakeland, Florida and West Texas Utili ties Co. The NEPCO contract is for a cycling unit having a capacity of 3,250,000 Ib/hr. The South Carolina Electric and Gas Company order is a duplicate of our first supercritical unit. Public Service illustrated its confidence in your Company since this is our first utility type unit with that fine comoany. West Texas Utilities Company continues to have confi dence in our abilities since this is the third successive order ?rom it. continued page 9 UPPER RIGHT New and advanced techniques employed in the design and construction of the 00 Series Bailers have reduced installation time and costs materially. This 70 ton shop-assembled boiler section for a prominent New England industrial company is easily unloaded from one of Riley's special flat cars with two mobile cranes. LOWER RIGHT This centrally-located peaking plant at a prominent Midwestern utility will handle summer peaking loads as well as power and steam for district heating in the winter. Four pulverized coal-fired Riley Steam Generators with a total capacity of 2,560,000 pounds of steam per hour are designed and equipped to operate well within the local limits of air pollution control. PAGE 8 SALES HIGHLIGHTS RESEARCH DEVELOPMENTS SALES HIGHLIGHTS RESEARCH Deliveries to industrial customers will include Hammermill Paper Company. E. I. duPont de Nemours Company, Her cules, Inc., B. F. Goodrich Company, Goodyear Company. Sherwin Williams, Georgia-Pacific Co., Standard Oil of Ohio and American Can Company. Organization-wise we also have been planning for the future. We have added to and strengthened the management groups, particularly at the Badenhausen and Detroit plants, and have added new technical personnel to our Contract Engineering, Service Engineering and Value Engineering Departments. The latter department has been given in creased responsibilities involving programs and methods for cost reduction which will result in greater efficiencies in our operations. Expertise and proprietary information as to waste heat and high temperature water boilers, including special units for power and process application in the petroleum and petro chemical industries, has been obtained by the acquisition in March, 1969, of the former Bros Heat Transfer Division of American Hoist & Derrick Co^of Minneapolis. Minnesota. The acquisition, which was made by issuing 3.100 shares of the Company's common stock, broadened the Company's product line thus permitting participation in wider markets. .x. UPPER RIGHT A new giant panel welder now in the final stages of installation and testing at the Badenhausen subsidiary was custom designed and constructed with many new features and innovations to increase production of welded tube panels for large size industrial and central station type boilers. CENTER RIGHT This new Riley Thermal Waste Conversion System will incinerate municipal trash, garbage and industrial waste at a rate of 120 tons in a 24 hour period. This installation complete with supplemental gas burners will generate 30.000 pounds of saturated steam per hour at 250 pounds pressure which will be available to adjacent industrial plants. Two units now under construction at a New England Municipal plant will be ready for operation early next fall. LOWER RIGHT Now in the final stages of construction, this 15.000 family housing complex in New York City has four Riley 00' Boilers with a total capacity of 1.280,000 pounds of steam per hour. This furnishes all the thermal requirements for this project. PAGE 9 RS-0010M i/i7/oa iinnamrtcgw$n rkansasfje-- rCgipqratiq Antral llllnoisl lanttittj^' iehtralPowari )ity of KansasQty.1 iity Utilities of Spnni fhe Cliffs PoWer.A tight Co3 io(umbus A Southern 0 Commonwealth EdisjCo immunity PublicSenrice ( lallas PowerAlight CoiSj )elma'r?aPower I fha Detroit.Edison! Iastern lowalightAI Mtchburg Gas A Baer 2ulf Power'Coi Ihe Hartford Be Holyoke Waterf toosier,Ene?i Housforfjigh ^ . Ipterstate PowerGoa Iowa' ElectricLight & Power! lowadllinoIsGesA Etpc-^" Kansas Gas A BectricC Lbuisville'Gas&r'^^'^ Manila Elect Massachuse ^ MjiutewtePowecAE Mortqng^eiaPqiwl! Mohtana-Oakote U'1" Nevada' PgweifCpIL^ North Dakota F Ohio Edison! 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