-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SUpxVunKuR0hqfZKWIYFVUc30EB4sx676Q6So9cXVMq2stPC7ukRLIpLNHUho1KR S2Y+319Mnd5KM3CDiUeQQg== 0000897069-99-000340.txt : 19990607 0000897069-99-000340.hdr.sgml : 19990607 ACCESSION NUMBER: 0000897069-99-000340 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990430 FILED AS OF DATE: 19990604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDISON CONTROLS CORP CENTRAL INDEX KEY: 0000795968 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 222716367 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-14812 FILM NUMBER: 99640736 BUSINESS ADDRESS: STREET 1: W60 N151 CARDINAL AVENUE STREET 2: PO BOX 326 CITY: CEDARBURG STATE: WI ZIP: 53012 BUSINESS PHONE: (414) 377- MAIL ADDRESS: STREET 1: W60 N151 CARDINAL AVE. STREET 2: PO BOX 326 CITY: CEDARBURG STATE: WI ZIP: 53012 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended April 30, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to _____________________ Commission file number 0-14812 EDISON CONTROL CORPORATION (Exact name of registrant as specified in its charter) New Jersey 22-2716367 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 777 Maritime Drive PO Box 308 Port Washington, WI 53074-0308 (Address of principal executive offices) (Zip Code) (414) 268-6800 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) 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 period 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 APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, $.01 par value: 2,346,933 as of April 30, 1999 - ------------------------------------------------------------- EDISON CONTROL CORPORATION AND SUBSIDIARIES INDEX Form 10-Q Page Number ----------- Part I Financial Information Item 1 Financial Statements Consolidated Balance Sheets Pages 2 & 3 April 30, 1999 (Unaudited) and January 31, 1999 Consolidated Statements of Operations Page 4 Three months ended April 30, 1999 and 1998 (Unaudited) Consolidated Statements of Cash Flows Pages 5 & 6 Three months ended April 30, 1999 and 1998 (Unaudited) Notes to Consolidated Financial Statements Pages 7 - 9 (Unaudited) Item 2 Management's Discussion and Analysis of Pages 9 - 12 Operations and Financial Condition Item 3 Quantitative and Qualitative Disclosures About Risk Pages 12 - 13 Part II Other Information Item 6 Exhibits Page 13 and Exhibit Index 1 PART I. Item 1 Financial Statements EDISON CONTROL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS April 30, 1999 and January 31, 1999
April 30, January 31, 1999 1999 ---- ---- (Unaudited) ASSETS Current Assets: Cash and cash equivalents $ 913,976 $ 468,072 Investments 95,000 190,000 Trading securities 1,053,113 3,616,314 Trade accounts receivable, net 3,565,017 3,513,342 Receivable from affiliate 74,583 93,575 Inventories, net 7,493,390 7,619,746 Prepaid expenses and other assets 250,051 193,650 Refundable income taxes 0 120,505 Deferred income taxes 77,000 2,000 Assets held for sale 1,032,200 1,032,200 Deferred financing costs 0 389,236 ----------- ----------- Total current assets 14,554,330 17,238,640 Investment in and advances to affiliate 436,263 421,263 Other Assets: Prepaid pension 122,488 151,477 Deferred income taxes 279,000 129,000 ----------- ----------- Total other assets 401,488 280,477 Property, plant and equipment, net 8,038,803 8,187,899 Goodwill (net of amortization) 8,632,252 8,690,318 Organizational/finance costs (net of amortization) 62,816 84,400 ----------- ----------- TOTAL ASSETS $32,125,952 $34,902,997 =========== =========== (Continued) See Accompanying Notes.
2 EDISON CONTROL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS April 30, 1999 and January 31, 1999 (Continued)
April 30, January 31, 1999 1999 ---- ---- (Unaudited) LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Trade accounts payable $ 1,011,789 $ 1,939,917 Accrued compensation 460,676 739,938 Taxes other than income taxes 40,953 21,325 Other accrued expenses 508,771 522,694 Income taxes payable 236,280 0 Deferred compensation 754,250 754,250 Current maturities on long-term debt 933,439 530,423 ----------- ----------- Total current liabilities 3,946,158 4,508,547 Long-term debt, less current maturities 11,858,589 14,211,178 ----------- ----------- Total Liabilities 15,804,747 18,719,725 Shareholders' Equity: Preferred stock, $.01 par value: 1,000,000 shares authorized, none issued 0 0 Common stock, $.01 par value: 20,000,000 shares authorized, 2,346,933 shares issued and outstanding 23,469 23,469 Additional paid-in capital 10,323,225 10,323,225 Retained earnings 5,921,670 5,760,823 Accumulated other comprehensive income 52,841 75,755 ----------- ----------- Total Shareholders' Equity 16,321,205 16,183,272 ----------- ----------- TOTAL LIABILITIES AND EQUITY $32,125,952 $34,902,997 =========== =========== See Accompanying Notes.
3 EDISON CONTROL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED APRIL 30, 1999 AND 1998 (Unaudited)
1999 1998 ---- ---- NET SALES $6,117,533 $6,725,614 COST OF GOODS SOLD 3,997,597 4,453,433 ---------- ---------- GROSS PROFIT 2,119,936 2,272,181 OTHER OPERATING EXPENSES: Selling, engineering and administrative expenses 1,204,640 1,192,549 Goodwill and organizational/ finance cost amortization 79,650 79,646 ---------- ---------- Total other operating expenses 1,284,290 1,272,195 ---------- ---------- OPERATING INCOME 835,646 999,986 OTHER EXPENSE (INCOME): Interest expense 251,409 268,203 Realized (gains) losses on trading securities (260,953) 12,250 Unrealized losses (gains) on trading securities 192,817 (622,780) Stock warrant amortization 389,236 245,833 Miscellaneous income (28,886) (39,171) ---------- ---------- Total other expense (income) 543,623 (135,665) ---------- ---------- INCOME BEFORE INCOME TAXES 292,023 1,135,651 INCOME TAXES 131,176 480,906 ---------- ---------- NET INCOME 160,847 654,745 OTHER COMPREHENSIVE (LOSS) INCOME- Foreign currency translation adjustment (22,914) 87,837 ---------- ---------- COMPREHENSIVE INCOME $ 137,933 $ 742,582 ========== ========== Net income per share - basic $ .07 $ .29 Net income per share - diluted $ .06 $ .23 See Accompanying Notes.
4 EDISON CONTROL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED APRIL 30, 1999 AND 1998 (Unaudited)
1999 1998 ---- ---- OPERATING ACTIVITIES: Net income $ 160,847 $ 654,745 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 693,589 510,955 Provision for doubtful accounts 66,044 36,929 Realized (gain) loss on sales of trading securities (260,953) 12,250 Unrealized loss (gain) on trading securities 192,817 (622,780) Purchases of trading securities (650,438) Proceeds from the sale of trading securities 2,631,337 147,750 Equity in earnings of affiliate (15,000) (20,000) Changes in assets and liabilities: Accounts receivable (117,719) (734,862) Receivable from affiliate 18,992 (26,592) Inventories 126,356 (301,187) Prepaid expenses and other assets (27,412) 83,690 Trade accounts payable (928,128) 180,206 Accrued compensation (279,262) (340,317) Taxes other than income taxes 19,628 42,301 Other accrued expenses (13,923) 29,040 Deferred income taxes (148,000) 420,000 Income taxes payable 279,785 43,411 ----------- ----------- Total adjustments 2,238,151 (1,189,644) ----------- ----------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 2,398,998 (534,899) ----------- ----------- INVESTING ACTIVITIES: Additions to plant and equipment (75,607) (60,917) Maturity of certificate of deposit 95,000 Payments received from affiliate 30,000 ----------- ----------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 19,393 (30,917) ----------- ----------- (Continued) See Accompanying Notes.
5 EDISON CONTROL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED APRIL 30, 1999 AND 1998 (Unaudited) (Continued)
1999 1998 ---- ---- FINANCING ACTIVITIES: Proceeds from issuance of long-term debt $ 5,157,183 $ 500,000 Payments on long-term debt (7,106,756) (315,793) ----------- ----------- NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (1,949,573) 184,207 ----------- ----------- EFFECT OF EXCHANGE RATE CHANGES ON CASH (22,914) 87,837 ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 445,904 (293,772) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 468,072 1,037,288 ----------- ----------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 913,976 $ 743,516 =========== =========== Supplemental disclosure of cash flow information: Cash paid during the period for income taxes $ 0 $ 17,495 Cash paid during the period for interest 257,374 249,740 See Accompanying Notes.
6 EDISON CONTROL CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) Note 1 - Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal, recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ending April 30, 1999 are not necessarily indicative of the results that may be expected for other interim periods or the year ended January 31, 2000. For further information, refer to the financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended January 31, 1999. Note 2 - Nature of Business and Accounting Policies Principles of Consolidation - The consolidated financial statements include the accounts of Edison Control Corporation ("Edison") and subsidiaries, all of which subsidiaries are wholly owned by Edison (collectively, the "Company"). All material intercompany accounts and transactions have been eliminated in consolidation. Nature of Operations - The Company is currently comprised of the following operations. Construction Forms ("ConForms") is a leading manufacturer and distributor of systems of pipes, couplings and hoses and other equipment used for the pumping of concrete. ConForms manufactures a wide variety of finished products which are used to create appropriate configurations of systems for various concrete pumps. Ultra Tech manufactures abrasion resistant piping systems for use in industries such as mining, pulp and paper, power and waste treatment. Gilco produces a line of concrete and plaster/mortar mixers. JABCO primarily leases property and equipment to the Company. Trading Securities - Debt and equity securities purchased and held principally for the purpose of sale in the near term are classified as "trading securities" and reported at fair value with unrealized gains and losses included in earnings. The cost of individual securities sold is based on the first-in, first-out method. Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. 7 Translation of Foreign Currencies - Assets and liabilities of foreign operations are translated into United States dollars at current exchange rates. Income and expense accounts are translated into United States dollars at average rates of exchange prevailing during the year. Adjustments resulting from the translation of financial statements of the foreign operations are included as foreign currency translation adjustments in other comprehensive income. Net income per share - Reconciliation of the numerator and denominator of the basic and diluted per share computations for the three months ended April 30, 1999 and 1998 are summarized as follows:
1999 1998 ---- ---- Net income per share - basic: Net income (numerator) $ 160,847 $ 654,745 Weighted average shares outstanding (denominator) 2,346,933 2,275,933 Net income per share - basic $ .07 $ .29 Net income per share - diluted: Net income (numerator) $ 160,847 $ 654,745 Weighted average shares outstanding (denominator) 2,346,933 2,275,933 Effect of dilutive securities: Stock options 177,949 186,778 Stock warrants 392,025 352,679 ---------- ---------- Weighted average shares outstanding (denominator) 2,916,907 2,815,390 Net income per share - diluted $ .06 $ .23
Reclassifications - Certain reclassifications have been made to the prior periods' financial statements to conform with the current year presentation. Note 3 - Long-Term Debt On April 30, 1999, Edison refinanced its bank debt and amended its master credit agreement with LaSalle National Bank of Chicago. As part of the refinancing, Edison liquidated approximately $2,600,000 of its existing trading security portfolio and utilized these funds to reduce its outstanding debt. Also, as part of the refinancing, LaSalle paid the subordinated bank loan holder in full (approximately $6,800,000). 8 The Company's amended master credit agreement expires April 30, 2004 and allows for revolving credit borrowings not to exceed $6,000,000 ($4,325,000 outstanding at April 30, 1999). Borrowings, which are based on qualified assets, bear interest at either the prime rate or the LIBOR rate plus 2%. The Company also maintains a $5,750,000 term loan under the amended master credit agreement. Quarterly principal payments of $200,000 are required by the agreement. Borrowings bear interest at either the prime rate or the LIBOR rate plus 2.25%. The agreement calls for an additional annual principal payment based on excess cash flow as defined in the agreement. The terms of the amended master credit agreement, among other provisions, require the Company to maintain a minimum current ratio, tangible net worth, and debt service coverage ratio, and restricts the Company to a maximum funded debt to EBITDA ratio. Substantially all of the Company's assets are collateralized under the amended master credit agreement. The LIBOR spread may be reduced or increased annually based on the achievement of a certain "funded debt to EBITDA" ratio. Note 4 - Segment Information The Company's operating segments are organized based on the nature of products and services provided. A description of the nature of the segment's operations and their accounting policies are contained in Note 2. Segment information for the quarters ended April 30, 1999 and 1998 follows: 1999 1998 ---- ---- Net Operating Net Operating Sales Income Sales Income ----- ------ ----- ------ ConForms $5,082,901 $953,762 $5,091,558 $960,239 Ultra Tech 466,689 91,999 1,140,154 171,467 Gilco 567,943 (115,789) 493,902 (25,465) Edison (94,326) (106,255) ---------- -------- ---------- -------- Total $6,117,533 $835,646 $6,725,614 $999,986 Item 2. Management's Discussion and Analysis of Operations and Financial Condition Certain matters discussed in this Quarterly Report on Form 10-Q are "forward-looking statements" intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such because the context of the statement will include words such as the Company "believes", "anticipates", "expects", or words of similar import. Similarly, statements that describe the Company's future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties, including, but not limited to, new product advancements by competition, significant changes in industry technology, economic or political conditions in the countries in which the Company does business, the continued availability of sources of supply, the availability and consummation of favorable acquisition opportunities, increasing competitive pressures on pricing and other contract terms, economic factors affecting the Company's customers, stock price variations 9 affecting the Company's securities trading portfolio and issues related to Year 2000 problems. These factors could cause actual results to differ materially from those anticipated as of the date of this report. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this report and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. Net sales for the quarter ended April 30, 1999 decreased $608,081 (9.0%) to $6,117,533 when compared with the same period of the prior year. The principal reason for the change was due to the decrease in large project sales at Ultra Tech. Ultra Tech's sales volume will continue to fluctuate based on its ability to attain large project sales in the industries it serves. As a percentage of net sales, gross margin for the quarter increased to 34.7% from 33.8% due to improved results from foreign operations and fewer lower margin project sales at Ultra Tech. Selling, engineering and administrative expenses increased by $12,091 (1%). Interest expense decreased to $251,409 for the quarter ended April 30, 1999 compared to $268,203 for the quarter ended April 30, 1998. Interest expense is expected to decrease due to the debt refinancing described in Note 3 of the Notes to Consolidated Financial Statements and the anticipated principal reductions in the future. The $68,136 net gain on trading securities compared to last year's net gain of $610,530 accounted for a majority of the change in pre-tax income. During the quarter ended April 30, 1999, the Company sold $2,631,337 of its trading securities and realized a net gain of $260,953 on these sales. Trading securities at April 30, 1999 consisted of the following: Number of Market Name of Issuer/Title of Issue Shares Value - ----------------------------- ------ ----- Common Stocks: Glenayre Technologies, Inc. 40,000 $ 132,500 Panavision Inc. 304 2,632 Sun International Hotels 100 4,231 US Trust Corporation 10,000 913,750 ----------- Total $ 1,053,113 =========== Although the Company has no established formal investment policies or practices for its trading securities portfolio, the Company generally pursues an aggressive trading strategy, focusing primarily on generating near-term capital appreciation from its investments in common equity securities. Securities held in the Company's portfolio at the end of each period are reported at fair value, with unrealized gains and losses included in earnings for that period. These factors, combined with the relative size of the Company's trading portfolio, has led, and will likely continue to lead, to significant period-to-period earnings volatility depending upon the capital appreciation or 10 depreciation of the Company's trading securities portfolio as of the end of each reporting period. The Company does not use or buy derivative securities. The amortization of goodwill, financing costs and stock warrants created a total non-cash charge of $468,886 for the first quarter compared to $325,479 for the prior year first quarter. Due to the repayment of the subordinated bank loan, the guarantee provided by the principal shareholder of Edison was canceled. Accordingly, all remaining deferred financing costs ($143,403), related to the warrant issued to the principal shareholder for providing the guarantee, were expensed in the first quarter of fiscal 1999. The total amortization of all these non-cash charges for the year ended January 31, 2000 is expected to approximate $660,000. The Company recorded tax expense of $131,176 for the three months ended April 30, 1999, which represents the estimated annual effective rate of 44.9% applied to pre-tax book income. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial statement reporting purposes and the amounts used for income tax purposes. Net income of $160,847, or $.07 and $.06 per share, basic and diluted, respectively, for the first quarter of 1999 was a decrease of $493,898 (75.4%), from net income of $654,745, or $.29 and $.23 per share, basic and diluted, for the comparable period of the prior year. This change was principally due to the reduction of the net gain on trading securities and the increase in amortization of the non-cash charges described above. Liquidity and Capital Resources The Company generated $2,398,998 in cash from operations during the first three months of 1999, compared to cash flow used in operations of $534,899 for the same period last year. This change was due largely to the net proceeds of $2,631,337 received from sales of trading securities during the period. The Company used $75,607 in cash to acquire capital equipment and received $95,000 in cash from the maturity of a certificate of deposit. As described in Note 3 of the Notes to Consolidated Financial Statements, the Company refinanced its bank debt resulting in a net debt reduction of $1,949,573 in the quarter compared to a net debt increase of $184,207 in the prior comparable period. The result was a net increase in cash and cash equivalents of $445,904 for the first quarter of fiscal 1999 compared to a net decrease of $293,772 in the prior year first quarter. The Company believes that it can fund proposed capital expenditures and operational requirements from operations and currently available cash and cash equivalents, investments, trading securities and existing bank credit lines. Proposed capital expenditures for the fiscal year ending January 31, 2000 are expected to total approximately $900,000, compared to $3,082,725 for fiscal 1998. The significant decrease is due principally to the completion in fiscal year 1998 of construction of an addition at the Company's Port Washington facility and the implementation of a new enterprise resource planning system. The Company also intends to sell its Cedarburg facility. The Company's asking price for the facility is $1,295,000, although there can be no assurance as to when or if this facility may be sold. 11 The Company intends to continue to expand its businesses, both internally and through potential acquisitions. The Company currently anticipates that any potential acquisitions would be financed primarily by internally generated funds or additional borrowings or the issuance of the Company's stock. Year 2000 Issues During fiscal 1998, the Company engaged in a comprehensive project to select and implement a new enterprise resource planning ("ERP") system that will properly recognize the Year 2000 problem. This project involved replacing certain hardware and software maintained by the Company. The Company has received a representation from the ERP software provider that its software is Year 2000 compliant. On February 1, 1999, the Company started operating with the new ERP system. Contingency plans have been developed and will be implemented if Year 2000 problems are encountered with the new ERP system. The total cumulative cost of the project was approximately $530,000. Purchased ERP system hardware and software, approximately $385,000 of the total estimated cost, was capitalized in fiscal 1998. Personnel and all other remaining costs related to the project were expensed as incurred in fiscal 1998. The Company has not formally communicated with all its customers and suppliers to determine the extent to which the Company is vulnerable to those third parties' failure to address Year 2000 issues. The Company's business operations could be affected by the Year 2000 readiness of its customers and suppliers in such areas as the delay in receipt of cash from customers, the interruption of utilities and the inability of suppliers to deliver in a timely manner. The Company does not anticipate any materially adverse affect on its business due to Year 2000 problems encountered by its customers or suppliers; however, there can be no assurance that its business will not be materially adversely affected by such problems. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to interest rate risk, foreign currency risk and equity price risk. These risks include changes in U.S interest rates, changes in foreign currency exchange rates as measured against the U.S. dollar and changes in the prices of stocks traded on the U.S. markets. Interest Rate Risk The Company's revolving credit borrowings and variable rate term loans, which total $12,792,028 as of April 30, 1999, are subject to interest rate risk. Most of the borrowings float at either the prime rate or LIBOR plus a certain amount of basis points. Based on the April 30, 1999 balance, an increase of one percent in the interest rate on the Company's loans would cause an increase in interest expense of approximately $128,000, or $.03 per diluted share, on an annual basis. The Company currently does not use derivatives to fix variable rate interest obligations. 12 Foreign Currency Risk The Company has foreign operations in the United Kingdom and Malaysia. Sales and purchases are typically denominated in the British pound, Malaysian ringgit, German mark, Singapore dollar or U.S. dollar, thereby creating exposures to changes in exchange rates. The changes in exchange rates may positively or negatively affect the Company's sales, gross margins and retained earnings. The Company does not enter into foreign exchange contracts but attempts to minimize currency exposure risk through working capital management. There can be no assurance that such an approach will be successful, especially in the event of a significant and sudden decline in the value of a currency. Equity Price Risk Approximately 3% of the Company's total assets as of April 30, 1999 are invested in trading securities of various domestic companies. The market value of these investments is subject to fluctuation. This factor, combined with the relative size of the Company's trading portfolio ($1,053,113 at April 30, 1999), has led and will likely continue to lead, to significant period-to-period earnings volatility depending upon the capital appreciation or depreciation of the Company's trading securities portfolio. A 10% decrease in the quoted market price of these trading securities would decrease the fair market value of these securities by approximately $105,000, or $0.02 per diluted share. Although the Company has no established formal investment policies or practices for its trading securities portfolio, the Company generally pursues an aggressive trading strategy, focusing primarily on generating near-term capital appreciation from its investments in common equity securities. Securities held in the Company's portfolio at the end of each period are reported at fair value, with unrealized gains and losses included in earnings for that period. These factors, combined with the relative size of the Company's trading portfolio, has led, and will likely continue to lead, to significant period-to-period earnings volatility depending upon the capital appreciation or depreciation of the Company's trading securities portfolio as of the end of each reporting period. The Company does not use or buy derivative securities. PART II. Item 6. Exhibits The Exhibits filed or incorporated by reference herein are as specified in the Exhibit Index. Reports on Form 8-K The Company filed no reports on Form 8-K during the quarter to which the report relates. 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. EDISON CONTROL CORPORATION (Registrant) Date: June 4, 1999 /s/ Jay R. Hanamann ----------------------- Jay R. Hanamann (Chief Financial Officer) 14 Edison Control Corporation Exhibit Index ------------- Exhibit No. Description - ----------- ----------- 4. Amendment No. 1 to Master Credit Agreement dated April 30, 1999 between Construction Forms, Inc. and LaSalle National Bank. 27. Financial Data Schedule. 15 EX-4 2 AMENDMENT TO MASTER CREDIT AGREEMENT AMENDMENT NO. 1 TO MASTER CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO MASTER CREDIT AGREEMENT is made as of April 30, 1999, by and among CONSTRUCTION FORMS, INC., a Wisconsin corporation (the "Company"), CF ULTRA TECH, INC., a Wisconsin corporation ("Ultra") and CF GILCO, Inc., a Wisconsin corporation ("Gilco") and LASALLE NATIONAL BANK, a national banking association (the "Bank"). In consideration of the mutual covenants, conditions and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed that: ARTICLE I DEFINITIONS When used herein, the following terms shall have the following meanings specified: 1.1 "Amendment" shall mean this Amendment No. 1 to Master Credit Agreement 1.2 "Credit Agreement" shall mean the Master Credit Agreement dated as of June 21, 1996 by and among the Company, Ultra, Gilco and the Bank as amended pursuant to a waiver and amendment letter dated April 2, 1998 of Bank in favor of the Company. ARTICLE II AMENDMENTS The Credit Agreement is hereby amended as follows: 2.1 Amendments. (a) Ultra and Gilco, which were merged into the Company effective as of February 1, 1998, are hereby removed as parties to the Credit Agreement. (b) Each reference to "Overadvance Term" contained in the Credit Agreement and all Related Documents is amended in its entirety to read "Term." (c) The following definitions contained in Section 1.1 of the Credit Agreement are hereby amended in their entirety as follows: "Borrowing Base" shall mean, as of any date, the sum of (a) 60% of Qualified Accounts of CF Europe and CF Asia, each a division of the Company, plus (b) 85% of all other Qualified Accounts, plus (c) 30% of Qualified Inventory of CF Europe and CF Asia, plus (d) 50% of all other Qualified Inventory. "Borrowing Base Certificate" shall mean a schedule of the Bank's collateral in the form of Exhibit A separately setting forth accounts receivable, Qualified Accounts, inventory and Qualified Inventory. "Excess Cash Flow Payment" shall mean an amount equal to 50% of Excess Cash Flow for the relevant period of determination. "LIBOR Spread" shall mean, subject to the final sentence of this definition, for any period, the applicable of the following percentages in effect with respect to such period based on the ratio of (a) Funded Debt outstanding on the January 31 prior to the date of determination, to (b) EBITDA computed as of the January 31 prior to the date of determination as follows: LIBOR LIBOR Spread for Spread for Funded Debt to EBITDA Revolving Loans Term Loan --------------------- --------------- --------- Equal to or Greater than less than ------------ ---------- 2.25 to 1.00 __________ 2.25% 2.50% 2.00 to 1.00 2.25 to 1.00 2.00% 2.25% 1.75 to 1.00 2.00 to 1.00 1.75% 2.00% __________ 1.75 to 1.00 1.50% 1.75% The LIBOR Spread shall be adjusted, if necessary, annually on April 30 of each year; provided, however, that the LIBOR Spread may not change during a Loan Period. Notwithstanding anything to the contrary contained herein, until October 31, 1999, the LIBOR Spread shall be calculated as if the ratio of Funded Debt to EBITDA was 2.01 to 1.00, regardless of the actual ratio of Funded Debt to EBITDA. "'Qualified Account' shall mean an account (as that term is defined in the UCC and by GAAP) owing solely to the Company which is not subject to any assignment, claim, lien, encumbrance or security interest whatsoever other than those securing any of the Company's obligations to the Bank, excluding any reserve for bad debts and uncollectible finance charges; provided, however, that an account shall not be a Qualified Account if the Company has any notice or knowledge of the bankruptcy, insolvency, or similar proceeding of the account debtor thereunder, or of the inability of the account debtor thereunder to pay its debts as they become due, or of anything which might impair the credit standing of the account debtor." 2 "'Qualified Inventory' shall mean inventory (as that term is defined in the UCC and by GAAP) solely owned by the Company which meets the following requirements and continues to meet the same until sold or otherwise disposed of as permitted by this Agreement: (a) it is not subject to any assignment, claim, lien, or security interest whatsoever other than those securing the Obligations; (b) it is not obsolete, is in good condition and is either currently usable or saleable; (c) it is raw materials or finished goods; and (d) it is valued at the lower of cost (on a FIFO basis) or market value." "Related Documents" shall mean the Master Revolving Credit Note, the Master Term Note, the Security Agreements, the Guaranty, the Collateral Assignments, the Mortgages, the Pledge Agreement, the Assignment, the IRB Documentation, the Subordination Agreement dated as of April 30, 1999 of the City of Port Washington, Wisconsin in favor of the Bank and all other certificates, resolutions, or other documents required or contemplated hereunder. "Revolving Loan Commitment" shall mean an aggregate principal amount not to exceed $6,000,000, or such lesser amount to which the Revolving Loan Commitment is reduced under Section 2.1(e). "Restricted Payments" shall mean (a) dividends or other distributions by any Company based upon the stock of the Company (except dividends payable solely in stock of the Company), (b) purchases, redemptions or other acquisitions, direct or indirect, by the Company, of stock of the Company, whether now or hereafter outstanding, (c) any other distribution by the Company in respect of stock of the Company, whether now or hereafter outstanding, either directly or indirectly, whether in cash or property or otherwise, and (d) payment of management fees in an aggregate amount which exceeds $300,000 annually by the Company to one or more Affiliates, either directly or indirectly, whether in cash or property or otherwise. "Termination Date" shall mean, as to the Revolving Loans April 30, 2004, and as to the Term Loan April 30, 2004, or such earlier date on which the Obligations shall terminate as provided in Section 7.2. (d) The following definitions shall be added to Section 1.1 of the Credit Agreement and shall be placed in alphabetical order therein: 3 "EBITDA" shall mean, with respect to the Company for any period, the net income from the Company's operations before interest, taxes, depreciation and amortization, determined in accordance with GAAP and applied in a manner consistent with the financial statements for such period and prior periods. "Gilco" shall mean CF Gilco, Inc., a Wisconsin corporation which was merged into the Company effective as of February 1, 1998. "Ultra" shall mean CF Ultra Tech, Inc., a Wisconsin corporation which was merged into the Company effective as of February 1, 1998. (e) The definition of "Marketable Securities" contained in Section 1.1 of the Credit Agreement is hereby deleted in its entirety. (f) Section 2.1 of the Credit Agreement is hereby amended in its entirety to read as follows: " 2.1 Revolving Loans. (a) Prior to the Termination Date and so long as no Default has occurred and is continuing, the Bank agrees on the terms and conditions set forth in this Agreement to extend to the Company Revolving Loans from time to time in amounts not to exceed in the aggregate at any one time outstanding the lesser of (i) the Revolving Loan Commitment, and (ii) the Borrowing Base. Subject to the terms of this Agreement, the Company may borrow, repay (in whole or in part) and reborrow the Revolving Loans prior to the Termination Date for Revolving Loans. The Revolving Loans made by the Bank to the Company shall be evidenced by the Master Revolving Credit Note. (b) From the date of the first Revolving Loan and until all Revolving Loans are paid in full, the Company shall pay all accrued and unpaid interest on (i) any portion of the Revolving Loans which are LIBOR Rate Loans on the last day of the Loan Period, or (ii) any portion of the Revolving Loans which are not LIBOR Rate Loans on the first day of each month, commencing on the last day of May, 1999. Prior to an Event of Default, interest shall accrue on the aggregate unpaid principal amount from time to time outstanding under the Master Revolving Credit Note at a rate per annum equal to (i) the applicable LIBOR Rate on each LIBOR Rate Loan, and (ii) the Prime Rate on Revolving Loans which are not LIBOR Rate Loans. Interest shall be computed and adjusted daily based on the actual number of days elapsed in a year of 360 days. All outstanding unpaid principal and accrued interest on the Revolving Loans shall be due and payable on the Termination Date for the Revolving Loans. 4 (c) The Company may obtain Revolving Loans by making a request therefor to the Bank, orally or in writing. Such request shall specify a Business Day prior to the Termination Date on which such Revolving Loans are to be made (the "Borrowing Date"), shall be received by the Bank by 12:00 Noon (Milwaukee time) three Business Days before the Borrowing Date in the case of LIBOR Rate Loans or otherwise by 12:00 Noon (Milwaukee time) of the Borrowing Date, and shall specify the amount of the Revolving Loans requested, whether the Revolving Loans are to be LIBOR Rate Loans and, if so, the requested Loan Period; provided, however, that within three days after any oral request for a Revolving Loan, the Bank shall receive from the Company a written confirmation in form acceptable to the Bank confirming the Company's Revolving Loan request, and the Bank's obligation to make further Revolving Loans hereunder to the Company shall be suspended until such confirmation has been received by the Bank. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice shall control. The Company shall be obligated to repay all Revolving Loans notwithstanding the failure of the Bank to receive written confirmation, and notwithstanding the fact that the person requesting the Revolving Loan was not in fact authorized to do so. No Revolving Loan request shall be modified, altered or amended without the prior written consent of the Bank. Each Revolving Loan shall be in the principal amount of the lesser of (i) $25,000 or a multiple thereof, or (ii) the Maximum Available Commitment; provided, however, that the Companies may not request LIBOR Rate Loans in an amount less than $250,000 per request (and additional increments of $100,000). Upon fulfillment of the conditions specified in Section 4.2, the Bank shall promptly deposit the amount of such Revolving Loan in the general deposit account of the Company maintained at the Bank. (d) Revolving Loans which are not LIBOR Rate Loans may be converted (in increments of $250,000 (and additional increments of $100,000)) into LIBOR Rate Loans by notice from the Company to the Bank meeting the requirements of, Section 2.1(c). At the end of each respective Loan Period, LIBOR Rate Loans shall become Revolving Loans which are not LIBOR Rate Loans unless and until the Company converts such Revolving Loans to LIBOR Rate Loans. (e) On the final day of each fiscal quarter, the 5 Company may, upon five Business Days' prior written notice to the Bank, permanently reduce the aggregate amount of the Revolving Loan Commitment; provided that no such reduction shall reduce the aggregate amount of the Revolving Loan Commitment to an amount less than the aggregate unpaid principal balance of the Master Revolving Credit Note on the effective date of such reduction. Each reduction in the Revolving Loan Commitment shall be in a minimum amount of $250,000 and in integral multiples of $250,000 above such minimum." (g) Section 2.2 of the Credit Agreement is hereby amended in its entirety to read as follows: "2.2 Term Loan. (a) On the date hereof, the Bank agrees to continue to extend to the Company the Term Loan in an aggregate principal amount of $5,750,000 and such Term Loan shall be subject to all of the terms and conditions set forth in this Agreement. The Term Loan made by the Bank to the Company pursuant hereto shall be evidenced by the Master Term Note. (b) The Company shall pay all accrued and unpaid interest on (i) any portion of the Term Loan which is a LIBOR Rate Loan on the last day of the Loan Period, or (ii) any portion of the Term Loan which is not a LIBOR Rate Loan on the first day of each month, commencing on the last day of May, 1999, and continuing until the Term Loan is paid in full. Prior to an Event of Default, interest shall accrue on the aggregate unpaid principal amount outstanding under the Term Note at a rate per annum equal to (i) the applicable LIBOR Rate if the Term Loan is a LIBOR Rate Loan, and (ii) the Prime Rate if the Term Loan is not a LIBOR Rate Loan. Notwithstanding the foregoing, and so long as no Default has occurred and is continuing, the Company may elect to fix the interest rate on all, but not less than all, of the outstanding Term Loan (provided that no such portion of the Term Loan at the time of such conversion may be LIBOR Rate Loans) at the Fixed Term Rate by delivering an irrevocable written notice to the Bank at least three Business Days prior to the effective date of such election as specified therein (the "Fixed Term Rate Borrowing Date"); and, thereafter, interest shall accrue on the aggregate unpaid principal amount of the Term Loan at a rate per annum equal to the Fixed Term Rate. Interest shall be computed and adjusted daily based on the actual number of days elapsed in a year of 360 days. The Company shall pay principal outstanding under such Term Note in twenty equal quarterly installments of 6 principal of $200,000 each payable commencing on the last day of July, 1999 and on the last day of each July, October, January and April thereafter, and a final payment of the balance of all unpaid principal and accrued interest on the Termination Date for such Term Loan. Amounts paid or prepaid on the Term Loan may not be reborrowed. (c) So long as no Default has occurred and is continuing and provided that the Company has not elected to convert the Term Loan to the Fixed Term Rate pursuant to Section 2.2(b), the portion of the Term Loan which is not a LIBOR Rate Loan may be converted into a LIBOR Rate Loan of at least $250,000 (and additional increments of $100,000) by written notice from the Company to the Bank and received by Bank by 12:00 p.m. (Milwaukee time) three Business Days before the requested conversion date (such date which shall be prior to the Termination Date for the Term Loan); such notice which shall specify the amount of the Term Loan to be converted and the requested Loan Period. No Term Loan conversion request shall be modified, altered or amended without the prior written consent of the Bank. At the end of each respective Loan Period, each LIBOR Rate Loan shall become a Term Loan which is not a LIBOR Rate Loan unless and until the Company converts such Term Loan to a LIBOR Rate Loan." (h) Section 3.12 of the Credit Agreement is hereby amended in its entirety to read as follows: " 3.12 Places of Business. The principal place of business and the chief executive office of the Company is located at the address specified in Section 8.6, and the books and records of the Company and all records of account are located and hereafter shall continue to be located at such principal place of business and chief executive office." (i) A new Section 3.20 is added to the Credit Agreement to read as follows: 7 " 3.20 Year 2000 Compliance. All material computer hardware, software and databases used by the Company are Year 2000 Compliant and the Company will not after the date hereof be materially and adversely affected by, incur any material cost, material liability or material expense which arises from the failure of the Company's hardware, software and databases to be Year 2000 Compliant. For purposes of this Section, "Year 2000 Compliant" shall mean, as to all computer hardware, software and databases, that such hardware, software or database operates, and will operate, accurately and without interruption, prior to and after December 31, 1999, when referring to, or involving, any year or date in the twentieth or twenty-first centuries." (j) The reference to "50 days" contained in Section 5.3(a) of the Credit Agreement is hereby amended in its entirety to read "60 days." (k) Section 5.3(b) of the Credit Agreement is hereby amended in its entirety to read as follows: " (b) as soon as available, and in any event within 90 days after the close of each fiscal year of Edison Control Corporation, copies of (i) the detailed annual audit report for such year and accompanying consolidated financial statements for Edison Control Corporation and its Subsidiaries as of the end of such year (including consolidating information for the Company), containing balance sheets and statements of income, retained earnings and cash flows for such year and for the previous fiscal year, as audited by independent certified public accountants of recognized standing selected by Edison Control Corporation and satisfactory to the Bank, which report shall be accompanied by (A) the unqualified opinion of such accountants to the effect that the statements present fairly, in all material respects, the financial position of Edison Control Corporation and its Subsidiaries as of the end of such year and the results of its operations and its cash flows for the year then ended in conformity with GAAP; (B) a certificate of such accountants showing their calculation of the financial covenants contained herein and stating that their review disclosed no Default or that their review disclosed a Default and specifying the same and the action taken or proposed to be taken with respect thereto; and (C) any supplementary comments and reports submitted by such accountants to Edison Control Corporation including the management letter, if any; and (ii) unaudited internally-prepared financial statements for CF and its Subsidiaries as of the end of such year, containing balance sheets and statements of income, retained earnings and cash flows for 8 such year and for the previous fiscal year;" (l) The reference to "15 days" contained in Section 5.3(d) of the Credit Agreement is hereby amended in its entirety to read "30 days." (m) Section 5.5 of the Credit Agreement is hereby amended in its entirety to read as follows: " 5.5 Use of Proceeds. Use the entire proceeds of the Obligations as follows: (a) the proceeds of the Revolving Loans shall be used for working capital and general corporate purposes only; and (b) the proceeds of the Term Loan shall be used to refinance (i) all of the Company's existing term debt and a portion of the Company's existing revolving debt to the Bank, and (ii) to refinance all indebtedness related to the Subordinated Loan Transaction." (n) Section 6.8 of the Credit Agreement is hereby amended in its entirety to read as follows: "6.8 Fixed Asset Expenditures. Purchase, become obligated for, invest in, acquire or otherwise expend for the acquisition of real estate, machinery, equipment or other fixed assets (including capitalized lease obligations) during any fiscal year an amount exceeding $1,000,000." (o) Section 6.10 of the Credit Agreement is hereby amended in its entirety to read as follows: " 6.10 Tangible Net Worth. Permit Tangible Net Worth at the end of any fiscal quarter of the Companies to be less than (a) $3,250,000, plus (b) 75.0% of the Company's Net Income (but not Net Loss) for each fiscal year of the Company ending on or after January 31, 2000." (p) Section 6.11 of the Credit Agreement is hereby amended in its entirety to read as follows: " 6.11 Funded Debt to EBITDA. Permit the ratio of Funded Debt to EBITDA to exceed (a) 2.50 to 1 at the end of any fiscal quarter of the Companies from July 31, 1999 through January 31, 2000, (b) 2.25 to 1 at the end of any fiscal quarter of the Companies from April 30, 2000 through January 31, 2001, and (c) 2.0 to 1 at the end of any fiscal quarter thereafter." 9 (q) Section 6.13 of the Credit Agreement is hereby amended in its entirety to read as follows: " 6.13 Debt Service Coverage Ratio. As of the end of any fiscal quarter, permit the ratio of (a) EBITDA of the Companies for the most recent four fiscal quarters, to (b) all scheduled principal payments and interest expense paid or accrued by any Company during the most recent four fiscal quarters, to be less than (i) 2.0 to 1 at the end of any fiscal quarter of the Companies from July 31, 1999 through January 31, 2000, (ii) 2.25 to 1 at the end of any fiscal quarter of the Companies from April 30, 2000 through January 31, 2001, and (iii) 2.5 to 1 at the end of any fiscal quarter thereafter." (r) Section 8.6 of the Credit Agreement is amended by deleting the current notice information for the Companies and replacing it with the following: "if to the Companies: Construction Forms, Inc. 777 Maritime Drive P.O. Box 308 Port Washington, WI 53074 Attn: Mr. Alan Kastelic, President FAX: (414) 268-1946" 2.2 Miscellaneous Amendments. The Credit Agreement, the Related Documents and all other agreements and instruments executed and delivered heretofore or hereafter pursuant to the Credit Agreement are amended hereby so that any reference therein to the Credit Agreement shall be deemed to be a reference to such agreements and instruments as amended by or pursuant to this Amendment. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to the Bank that: 3.1 Credit Agreement. All of the representations and warranties made by the Company in the Credit Agreement are true and correct in all material respects on the date of this Amendment. No Default or Event of Default under the Credit Agreement has occurred and is continuing as of the date of this Amendment (after giving effect to the limited waiver contained in Section 4.8 hereof). 10 3.2 Authorization; Enforceability. The making, execution and delivery of this Amendment and performance of and compliance with the terms of the Credit Agreement has been duly authorized by all necessary corporate action by the Company. This Amendment is the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. 3.3 Absence of Conflicting Obligations. The making, execution and delivery of this Amendment and performance of and compliance with the terms of the Credit Agreement, as amended, do not violate any presently existing provision of law or the articles or certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it or any of its assets is bound. ARTICLE IV MISCELLANEOUS 4.1 Continuance of Credit Agreement. Except as specifically amended by this Amendment, the Credit Agreement shall remain in full force and effect. 4.2 Survival. All agreements, representations and warranties made in this Amendment or in any documents delivered pursuant to this Amendment shall survive the execution of this Amendment and the delivery of any such document. 4.3 Governing Law. This Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the State of Wisconsin applicable to agreements made and wholly performed within such state. 4.4 Counterparts; Headings. This Amendment may be executed in several counterparts, each of which shall be deemed an original, but such counterparts shall together constitute but one and the same agreement. Article and section headings in this Amendment are inserted for convenience of reference only and shall not constitute a part hereof. 4.5 Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment in such jurisdiction or affecting the validity or enforceability of any provision in any other jurisdiction. 4.6 Conditions. The effectiveness of this Amendment is subject to the Bank having received on or before the date hereof, each of the following, in form and substance satisfactory to the Bank and its counsel: 11 (i) a certificate of an officer of the Company and dated the date hereof certifying: (A) the adoption and continuing effect of resolutions of the Board of Directors of the Company authorizing the execution and delivery of this Amendment and the documents to be executed and delivered in connection with this Amendment; (B) that its bylaws have not been amended since the date of the last delivery of the bylaws to the Bank on June 21, 1996; and (C) that an attached copy of its Articles of Incorporation, recently certified by the Department of Financial Institutions of Wisconsin are in full force and effect on the date hereof and have not be amended since the date of certification by the Department of Financial Institutions; (ii) the Subordination Agreement attached hereto as Exhibit L of the City of Port Washington, Wisconsin in favor of the Bank; (iii) the Amended and Restated Master Revolving Note; (iv) the Amended and Restated Master Term Note; (v) an opinion of counsel to the Companies in form and substance satisfactory to the Bank; (vi) evidence satisfactory to the Bank in its sole discretion that all of the conditions outlined in the letter of the Bank to the Company, dated September 4, 1998, have occurred; (vii) an amendment fee in the amount of $10,000; and 12 (viii) such additional supporting documents and materials as the Bank may reasonably request. 4.7 Other Capitalized Terms. All capitalized terms used in this Amendment and not specifically defined herein shall have the definitions assigned to such terms in the Credit Agreement. 4.8 Waiver. The Banks hereby waive compliance by the Company with Sections 6.1(a) and (c) of the Credit Agreement (as in effect prior to giving effect to this Amendment) as they apply to the sale of the portion of the City of Port Washington property commonly known as "Outlot B" to the City of Port Washington. This limited waiver shall be effective only for the specific purposes set forth in this Section and shall not be deemed to be a further or continuing waiver of any other Section of the Credit Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Credit Agreement as of the day and year first written above. CONSTRUCTION FORMS, INC. By: ------------------------------- ---------------, ------------ CF GILCO, INC. By: CONSTRUCTION FORMS, INC. By: ------------------------------- ---------------, ------------ CF ULTRA TECH, INC. By: CONSTRUCTION FORMS, INC. By: ------------------------------- ---------------, ------------ LASALLE NATIONAL BANK By: ------------------------------- James A. Meyer, First Vice President 13 EX-27 3 FINANCIAL DATA SCHEDULE
5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF EDISON CONTROL CORPORATION, INC. AS OF AND FOR THE THREE MONTHS ENDED APRIL 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS JAN-31-2000 APR-30-1999 913976 1148113 3973644 334044 7493390 14554330 9862376 1823573 32125952 3946158 11858589 0 0 23469 16297736 32125952 6117533 6117533 3997597 1284290 543623 66044 251409 292023 131176 160847 0 0 0 160847 .07 .06
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