|
Notes to Consolidated Financial Statements (continued)
December 31 1999 1998 --------------------------------------------------------------------------------- On October
27, 1999, the Company entered into an amended and restated credit agreement
(the "Revolving Credit Agreement"), under the terms of which
a syndicate of banks committed a maximum of $100,000,000 to the Company
for cash borrowings and letters of credit through January 2005. Under
the terms of the Revolving Credit Agreement, interest rates are determined
at the time of borrowing and are based on the Company's choice of the
prime rate, the London Interbank Offered Rate plus a spread, or certain
alternative rates, and approximated 7.09% at December 31, 1999. The Revolving
Credit Agreement also requires compliance with a number of financial and
non-financial covenants. The commitment fee on the unused portion of the
Revolving Credit Agreement ranges from 0.20% to 0.25% per annum. Current
maturities of long-term debt at December 31, 1999 principally represent
amounts due under a short-term borrowing
arrangement included in the Revolving Credit Agreement. The Revolving
Credit Agreement replaced a $30,000,000 revolving credit facility and
a $15,000,000 term loan entered into in November 1997. Interest paid during the years ended December 31, 1999, 1998 and 1997 totaled $1,629,000, $1,664,000 and $2,238,000, respectively.
10. Fair Value of Financial Instruments Cash, accounts
receivable, accounts payable and accrued liabilities are reflected in
the financial statements at their carrying amount which approximates fair
value because of the short-term maturity of those instruments. The carrying
amount of debt outstanding at December 31, 1999 under the Revolving Credit
Agreement approximates fair value, due to the short period of time that
this instrument has been outstanding. The carrying amount of debt outstanding
under the revolving credit facility at December 31, 1998 is assumed to
approximate fair value because of the short-term nature of the instrument.
The carrying amount of the term loan at December 31, 1998 is assumed to
approximate fair value because there were not any significant changes
in market conditions or specific circumstances since the instrument was
recorded.
11. Employee
Benefit Plans The
Company sponsors noncontributory defined benefit pension plans (the "Pension
Plans") covering certain employees of Tube Turns. The Pension Plans
covering salaried and management employees provide pension benefits that
are based on the employees' highest five-year average compensation within
ten years before retirement. The Pension Plans covering hourly employees
and union members generally provide benefits at stated amounts for each
year of service. The Company's funding policy is to make the minimum annual
contributions required by the applicable regulations. The Pension Plans'
assets are primarily invested in equity securities and fixed income securities.
The Company recorded an increase of $1,221,000 and a decrease of $1,294,000
to its minimum pension liability during 1999 and 1998, respectively. No
tax effect was recorded related to these adjustments. The following
table details the components of pension expense: Years ended December 31 1999 1998 1997 -----------------------------------------------------------------------------------------------
December 31 1999 1998 ---------------------------------------------------------------------------------
The
Company sponsors defined contribution plans (the "Defined Contribution
Plans") for substantially all employees of the Company. The Defined
Contribution Plans are intended to meet the requirements of Section 401(k)
of the Internal Revenue Code. The Defined Contribution Plans allow the
Company to match participant contributions as approved by the Company's
Board of Directors, and certain of the Defined Contribution Plans include
required base contributions and discretionary contributions. Contributions
to the Defined Contribution Plans for 1999, 1998 and 1997 totaled $2,996,000,
$2,661,000 and $1,863,000, respectively.
12. Commitments and Contingencies The Company leases certain of its real property and certain computer, manufacturing and office equipment under operating leases with terms ranging from month-to-month to ten years and which contain various renewal and rent escalation clauses. Future minimum noncancelable lease payments are as follows: Years ending December 31 ---------------------------------------------------------------------------------- (in thousands) 2000 $ 3,591 Rent expense
for the years ended December 31, 1999, 1998 and 1997 totaled $3,858,000,
$4,701,000 and $3,406,000, respectively.
13. Stock Option and Purchase Plans The Company has certain stock compensation plans under which options to purchase common stock may be granted to officers, key employees and non-employee directors. Options may be granted at not less than the market price on the date of grant. Options are exercisable in whole or in part up to two years after the date of grant and ending ten years after the date of grant. Options issued under stock compensation plans of subsidiaries prior to the Reorganization were assumed by the Company without modifying the vesting terms and conditions of the outstanding options. The number of shares issuable under options assumed pursuant to the Reorganization and the related exercise price of the outstanding options were determined in accordance with the terms of the Reorganization. The following table summarizes option activity from the effective date of the Reorganization through December 31, 1999:
Weighted
The following
table summarizes certain weighted average data for options outstanding
and currently exercisable at December 31, 1999:
Outstanding Exercisable
|
GFP Tube Turns Bell GroupTech
------------------------ ------------------------- -------------------------- ---------------------------
|
|
The following
table summarizes the weighted average exercise prices for option activity
for periods prior to the Reorganization:
Tube
GFP Turns Bell GroupTech
--------------------------------------------------------------------------------
Effective
February 1, 1999, the Company adopted a stock purchase plan to provide
substantially all employees who have satisfied the eligibility requirements
to purchase shares of the Company's common stock on a compensation deduction
basis. The purchase price is the lower of 85% of the fair market value
of the common stock on the first or last business day of the purchase
period. Payroll deductions may not exceed $6,000 for any six-month cycle.
The stock purchase plan expires January 31, 2006. At December 31, 1999,
there were 284,400 shares available for purchase under the plan. During
1999, a total of 15,600 shares were issued under the plan. |
|
|
|
|
|
Management's Discussion and Analysis of Financial Consolidated Income Statements Consolidated Statements of Cash Flows |
|