<SUBMISSION>

7UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549


FORM 10-Q


(Mark One)


(  X  )

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended June 30, 2004


 (      )

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  1-10219



VULCAN INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)


Delaware

     31-0810265

    (State or other jurisdiction of

  (I.R.S. Employer

    incorporation or organization)

Identification Number)



300 Delaware Avenue,  Suite 1704,  Wilmington, Delaware   19801

(Address of principal executive offices, including Zip Code)


(302) 427-5804

(Registrant's telephone number, including area code)


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   


Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).


Yes   __  No   _X_


The number of shares outstanding of the issuer's common stock, without par value, as of June 30, 2004 was 1,006,707 shares.




VULCAN INTERNATIONAL CORPORATION

 
 

INDEX

    
   

Page No.

Part I - Financial Information

  
   
 

Item 1.  Financial Statements

  
    
 

Condensed Consolidated Balance Sheets

1

    
 

Condensed Consolidated Statements of Income

2

    
 

Condensed Consolidated Statements of Cash Flows

3

    
 

Notes to Condensed Consolidated Financial Statements

4 - 11

    
 

Report of Registered Public Accounting Firm

12

    
 

Item 2.  Management's Discussion and Analysis of Financial

               Condition and Results of Operations


13

   
 

Item 3.  Quantitative and Qualitative Disclosures about Market Risks

14

   
 

Item 4.  Controls and Procedures

14

  

Part II - Other Information

 
   
 

Item 1.  Legal Proceedings

15

   
 

Item 2.  Changes in Securities and Use of Proceeds

15

   
 

Item 3.  Defaults Upon Senior Securities

15

   
 

Item 4.  Submission of Matters to a Vote of Security Holders

15

   
 

Item 5.  Other Information

15

   
   
 

Item 6.  Exhibits and Reports on Form  8-K

16

  

Signatures

17

    





PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements


VULCAN INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

     
  

June 30,

  
  

 2004  

 

December 31,

  

(Unaudited)

 

 2003   

                -  ASSETS  -

    

  CURRENT ASSETS:

    
 

Cash

$

1,350,357

 

1,503,349

 

Marketable securities (at fair market value)

 

34,906,812

 

37,734,263

 

Accounts receivable

 

1,186,495

 

1,499,387

 

Inventories

 

   509,275

 

650,910

 

Prepaid expense and federal income tax

 

33,126

 

641,752

 

TOTAL CURRENT ASSETS

 

37,986,065

 

42,029,661

     
     

  PROPERTY, PLANT AND EQUIPMENT - at cost

 

11,843,070

 

11,695,407

 

Less - Accumulated depreciation and depletion

 

10,044,882

 

9,937,672

 

NET PROPERTY, PLANTAND EQUIPMENT

 

1,798,188

 

1,757,735

     

  OTHER ASSETS:

    
 

Investment in joint venture

 

-

 

37,894

 

Marketable securities (at fair market value)

 

34,984,496

 

36,071,995

 

Deferred charges and other assets

 

5,732,652

 

5,642,651

 

TOTAL OTHER ASSETS

 

40,717,148

 

41,752,540

     
 

TOTAL ASSETS

$

80,501,401

 

85,539,936

     

      -  LIABILITIES AND SHAREHOLDERS' EQUITY  -

    

  CURRENT LIABILITIES:

    
 

Notes payable

$

-

 

3,892,000

 

Deferred income tax

 

10,014,725

 

10,948,957

 

Other

 

1,465,693

 

1,381,386

 

TOTAL CURRENT LIABILITIES

 

11,480,418

 

16,222,343

     

  OTHER LIABILITIES:

    
 

Deferred income tax

 

11,994,301

 

12,162,461

 

Minority interest in partnerships

 

11,359

 

10,799

 

Other liabilities

 

29,817

 

29,817

 

TOTAL OTHER LIABILITIES

 

12,035,477

 

12,203,077

     

  COMMITMENTS AND CONTINGENCIES

 

-

 

-





     

  SHAREHOLDERS' EQUITY

    
 

Capital stock

 

249,939

 

249,939

 

Additional paid-in capital

 

8,314,425

 

8,253,925

 

Retained earnings

 

32,573,019

 

30,222,940

 

Accumulated other comprehensive income

 

42,067,486

 

44,627,575

  

83,204,869

 

83,354,379

     
 

  Less-Common stock in treasury, at cost

 

26,219,363

 

26,239,863

 

TOTAL SHAREHOLDERS’ EQUITY

 

56,985,506

 

57,114,516

     
 

TOTAL LIABILITIES AND

    
 

  SHAREHOLDERS’ EQUITY

$

80,501,401

 

85,539,936

     
 

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.



-1-








VULCAN INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

 
 

Six Months Ended

 

Three Months Ended

 

June 30,

 

June 30,

         
  

2004

 

2003

 

2004

 

2003

REVENUES:

        
 

Net sales

$

4,680,331 

 

3,932,987 

 

2,175,981 

 

2,260,478 

 

Dividends

 

1,237,878 

 

1,148,327 

 

616,355 

 

580,273 

  

TOTAL REVENUES

 

5,918,209 

 

5,081,314 

 

2,792,336 

 

2,840,751 

         

COST AND EXPENSES:

        
 

Cost of sales

 

4,314,135 

 

3,791,960 

 

2,004,961 

 

2,096,038 

 

General and administrative

 

972,610 

 

757,924 

 

527,996 

 

372,603 

 

Interest expense

 

25,268 

 

64,781 

 

(31)

 

26,986 

  

TOTAL COST AND EXPENSES

 

5,312,013 

 

4,614,665 

 

2,532,926 

 

2,495,627 

         

MINORITY INTEREST

 

(560)

 

(649)

 

(563)

 

(236)

           
  

INCOME FROM CONTINUING

  OPERATIONS BEFORE GAIN ON

  SALE OF ASSETS AND INCOME

  TAXES

 




605,636 

 




466,000 

 




258,847 

 




344,888 

           

NET GAIN ON SALE OF PROPERTY,

  EQUIPMENT AND SECURITIES

 


441,359 

 


683,766 

 


115,373 

 


135,865 

         
  

INCOME FROM CONTINUING

  OPERATIONS BEFORE INCOME

  TAXES

 



1,046,995

 



1,149,766 

 



374,220 

 



480,753 

           

INCOME TAX PROVISION (BENEFIT)

 

177,183 

 

132,638 

 

(17,330)

 

28,602 

           
  

NET INCOME FROM CONTINUING

  OPERATIONS

 


869,812 

 


1,017,128 

 


391,550 

 


452,151 

         

DISCONTINUED OPERATIONS:

        
 

Income (loss) from operations, net of

  income taxes

 


38,086

 


31,224 

 


 


(6,897)

 

Gain on sale of division assets, net of

  income taxes

 


1,542,852 

 


 


 


  

NET INCOME FROM DISCONTINUED

  OPERATIONS

 


1,580,938 

 


31,224 

 


 


(6,897)

          
  

    NET INCOME

$

2,450,750 

 

1,048,352 

 

391,550 

 

445,254 

         
         
         

DIVIDENDS DECLARED PER COMMON

  SHARE

$


.10 

 


.10 

 


.05 

 


.05 

         

EARNINGS PER COMMON SHARE:

        
 

Basic -

        
  

Continuing operations

$

.86 

 

1.01 

 

.38 

 

.45 

  

Discontinued operations

 

1.57 

 

.03 

 

 

(.01)

   

$

2.43 

 

1.04 

 

.38 

 

.44 

          
 

Diluted -

        
  

Continuing operations

$

.86 

 

1.01 

 

.38 

 

.45 

  

Discontinued operations

 

1.57 

 

.03 

 

 

(.01)

 

$

2.43 

 

1.04 

 

.38 

 

.44 

         

AVERAGE SHARE OUTSTANDING:

        
 

Basic -

 

1,006,663 

 

1,004,652

 

1,006,707 

 

1,004,707 

 

Diluted -

 

1,014,909 

 

1,005,346

 

1,095,087 

 

1,005,628 

         
         
         

The accompanying notes to consolidated financial statements are an integral part of these statements.

- 2 -

 
  




  

VULCAN INTERNATIONAL CORPORATION

  

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 
  

June 30,

 

June 30,

  

2004

 

2003

CASH FLOWS FROM OPERATING ACTIVITIES:

    
 

Cash received from customers

$

4,959,900 

 

4,485,658 

 

Cash paid to suppliers and employees

 

(5,3,47,741)

 

(5,707,167)

 

Dividends received

 

1,237,879 

 

1,148,327 

 

Interest paid

 

(26,022)

 

(24,292)

 

Income tax paid

 

(22,046)

 

185,000)

 

NET CASH PROVIDED BY OPERATING

  ACTIVITIES

 


820,060 

 


(282,474)

     

CASH FLOWS FROM INVESTING ACTIVITIES

    
 

Proceeds from sale of property, equipment and securities

 

463,642 

 

692,987 

 

Purchase of property and equipments

 

(210,630)

 

(42,752)

 

Collections on notes receivable and other

 

67,717 

 

56,480 

 

Proceeds from sale of discontinued operations

 

2,716,890 

 

 

NET CASH FROM INVESTING ACTIVITIES

 

3,0367,619 

 

706,715 

     

CASH FLOWS FROM FINANCING ACTIVITIES:

    
 

Net repayment under credit agreement

 

(3,892,000)

 

(1,000,000)

 

Cash dividends paid

 

(100,671)

 

(100,471)

   

NET CASH FLOWS FROM FINANCING

  ACTIVITIES

 


(3,992,671)

 


(1,100,471)

        
   

DECREASE IN CASH AND CASH

  EQUIVALENTS

 


(152,992)

 


(676,230)

        

CASH AND CASH EQUIVALENTS AT BEGINNING

  OF PERIOD

 


1,503,349 

 


1,682,049

     

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$


1,350,357 

 


1,005,819 

     

RECONCILIATION OF NET INCOME TO NET CASH

  FLOWS FROM OPERATING ACTIVITIES:

    
 

Net income

$

2,450,750 

 

1,048,352 

 

Adjustment:

    
  

Depreciation and amortization

 

166,589 

 

197,852 

  

Deferred income taxes

 

216,441 

 

(36,817)

  

Equity in joint venture and minority interest

 

560 

 

(139,766)

  

Net gain on sale of property, equipment and securities

 

(2,614,411)

 

(683,766)

  

Increase in accounts receivable

 

(111,887)

 

(249,661)

  

Increase in inventories

 

(7,246)

 

(506,925)

  

Change in accounts payable, accrued expenses and

  other assets

 


701,264 

 


87,940 

 

NET CASH FLOW FROM OPERATING

  ACTIVITIES

 


802,060 

 


(282,474)

        

The accompanying notes to consolidated financial statements are an integral part of these statements.

- 3 -



VULCAN INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2004 and 2003

UNAUDITED



The accompanying condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to reflect a fair presentation of financial position, results of operations and cash flows for the interim periods.  All such adjustments are of a normal recurring nature.



USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. 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 reporting period.  Actual results could differ from those estimates.



MARKETABLE SECURITIES

The Company's investments in marketable securities have been classified as available-for-sale securities and reported at their fair value as determined by quoted market prices as follows:


    

Gross

 

Gross

  
    

Unrealized

 

Unrealized

 

Fair

  

Cost

 

Gains

 

Losses

 

Value

June 30, 2004

        

  Current

$

3,529,410

 

31,400,013

 

22,611

 

34,906,812

  Long-term

 

2,623,283

 

32,361,213

 

-

 

34,984,496

 

$

6,152,693

 

63,761,226

 

22,611

 

69,891,308

         

December 31, 2003

        

  Current

$

3,565,437

 

34,183,094

 

14,268

 

37,734,263

  Long-term

 

2,623,283

 

33,448,712

 

-

 

36,071,995

 

$

6,188,720

 

67,631,806

 

14,268

 

73,806,258

         


INVENTORIES


  

June 30,

 

December 31,

  

2004

  

2003

 
  

(Unaudited)

    

Inventories consisted of:

      
 

Finished goods

$

81,537

  

449,619

 
 

Work in process

 

127,479

  

26,478

 
 

Raw materials

 

300,259

  

174,813

 
 

Total inventories

$

509,275

  

650,910

 


- 4 -


VULCAN INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2004 and 2003

UNAUDITED

(Continued)



EARNINGS PER COMMON SHARE

Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period.  Diluted earnings per share is adjusted for the dilutive effects of stock options.  The diluted average number of common shares outstanding has been increased for the assumed exercise of stock options with proceeds used to purchase treasury shares at the average market price for the period.  The computations were as follows for the six and three months ended

June 30:


  

For the six months

 

For the threes months

  

ended June 30,

 

ended June 30,

  

2004

 

2003

 

2004

 

2003

Net income from continuing

  operations

 $


 869,812

 


1,017,128

 


391,550

 


452,151 

Net income from discontinued

  operations net of income tax

 


1,580,938

 


31,224

 


-

 


(6,897)

     Net income

$

2,450,750

 

1,048,352

 

391,550

 

445,254 

         

Weighted average number of

  shares outstanding used in the

  calculation of basic earnings per

  common share

 




1,006,663

 




1,004,652

 




1,006,707

 




1,004,707 

Add - dilutive effect of stock

   options

 


8,246

 


694

 


8,380

 


921 

         

Adjusted weighted average

  number of shares outstanding

  used in the calculation of

  diluted earnings per common

  share

 





1,014,909

 





1,005,346

 





1,015,087

 





1,005,628 

         

Basic earnings per common share:

        

   Continuing operations

$

0.86

 

1.01

 

0.38

 

0.45 

   Discontinued operations

 

1.57

 

0.03

 

-

 

(0.01)

 

$

2.43

 

1.04

 

0.38

 

0.44 

         

Diluted earnings per common

  share:

        

   Continuing operations

$

.86

 

1.01

 

0.38

 

0.45 

   Discontinued operations

 

1.57

 

.03

 

-

 

(0.01)

 

$

2.43

 

1.04

 

0.38

 

0.44 

         


- 5 -


VULCAN INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2004 and 2003

UNAUDITED

(Continued)



LEGAL MATTERS

The Company has an interest in a partnership, Cincinnati Club Building Associates ("CCBA"), that owns certain real estate.  On August 13, 1999 a Complaint for money damages in excess of $25,000, based upon breach of fiduciary duty was filed by the other partner in the Court of Common Pleas in Hamilton County, Ohio.  Essentially, the plaintiff is seeking an adjustment of the capital account balances which would result in a higher distribution of cash flow to the plaintiff.  The Court of Common Pleas in Hamilton County, Ohio, in 2003, granted summary judgment in the Company’s favor.  On January 6, 2004, the plaintiff appealed this decision.  The Company believes that the suit is without merit and has been defending itself vigorously against the issues raised.


CCBA appealed a real estate tax assessment from 1999 that had increased the annual real estate tax and was granted a revision.  CCBA received a $96,000 refund of the additional tax paid in 1999.  During 2001, the local school board appealed the revision.  In 2003, the Ohio Board of Tax Appeals ruled in favor CCBA.  The school board appealed that ruling to the Ohio Supreme Court.  A settlement agreement and dismissal of the suit was reached in May, 2004.  CCBA had recorded a liability of approximately $135,500 related to this issue based on the revised value asserted by the local school board.  This liability will be recognized as income in 2004.


The Company is involved in other litigation matters and claims which are normal in the course of operations.  Management believes that the resolution of these matters will not have a material effect on the Company's business or financial condition.



- 6 -


VULCAN INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2004 and 2003

UNAUDITED

(Continued)



COMPREHENSIVE INCOME

Total comprehensive income (loss) was as follows:


  

For the six months

 

For the three months

  

ended June 30,

 

ended June 30,

  

2004

 

2003

 

2004

 

2003

         

Net income

$

2,450,750 

 

1,048,352 

 

391,550 

 

445,254 

Other comprehensive income

  (loss):

        
 

Net unrealized gain (loss) on

  marketable securities (net of

  tax benefits of $1,265,804

  and $655,379 for the six and

  three months ended June 30,

  2004 and net of taxes of

  $2,757,379 and $3,834,742

  for the six and three months

  ended June 30, 2003)

 









(2,457,148)

 









5,352,559 

 









(1,272,206)

 









7,443,910 

 

Less: reclassification

  adjustment for gains

  included in net income (net

  of taxes of $53,030 for the

  six months ended June 30,

  2004 and net of taxes of

  $124,335 and $6,402 for the

  six and three months ended

  June 30, 2003)

 









(102,941)

 









(241,357)

 









-

 









(12,427)

         
 

Total comprehensive

  income (loss)


$


(109,339)

 


6,159,554 

 


(880,656)

 


7,876,737 


Accumulated other comprehensive income consists of unrealized holding gains, net of tax, on securities available for sale of $42,067,486 at June 30, 2004 and $44,627,575 at December 31, 2003.



DISCONTINUED OPERATIONS

In March, 2004, the Company completed the sale of its 50% interest in a Joint Venture, Vulcan Brunswick Bowling Pin Company (“VBBP”), to Brunswick Bowling and Billiards Company (“Brunswick”) for $2,000,000.  VBBP manufactures bowling pins in Antigo, Wisconsin.  Pursuant to this sale, the Company does not have a right to any net profits from VBBP after December 31, 2002.  In March, 2004 , Brunswick also purchased the Company’s bowling pin business for $716,890.  The prior period’s financial statements have been restated to present the results of operations from bowling pin operations as discontinued operations.  For business segment reporting purposes, the financial results from bowling pin operations were previously reported in the segment “Bowling Pins”.


- 7 -


VULCAN INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2004 and 2003

UNAUDITED

(Continued)



DISCONTINUED OPERATIONS (Continued)

Net sales and income (loss) from discontinued operations are as follows:


  

For the six months

 

For the three months

  

ended June 30,

 

ended June 30,

  

2004

 

2003

 

2004

 

2003


  Net sales


$


391,546

 


802,332

 


-

 


266,805 

         

  Income before income taxes

 

53,686

 

35,296

 

-

 

(10,125)

  Income tax expense (benefit)

 

15,600

 

4,072

 

-

 

(3,228)

         

       Net income (loss)

$

38,086

 

31,224

 

-

 

(6,897)

         


STOCK OPTIONS

Options to purchase not more than 50,000 shares of treasury stock at $37.24 per share, that were granted to the President of the Company in 2001 will expire in 2008.  In 2003, the options were changed to decrease the option exercise price to $33.20 per share.  The closing price of the stock at June 30, 2004 was $47.30.  As a result, the Company accrued an additional compensation expense liability of $177,500 related to these stock options in the six month period ended June 30, 2004.  No options were exercised under this grant  in 2003 or 2004.


The Company applies APB No. 25 and related interpretations in accounting for stock options.  Had compensation  expense for the stock option been determined based on the fair value or modification dates in accordance with SFAS.No. 123, the Company’s net income and earnings per share would have been adjusted to the pro forma accounts as follows:


- 8 -


VULCAN INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2004 and 2003

UNAUDITED

(Continued)



STOCK OPTIONS (Continued)


  

For the six months

 

For the three months

  

ended June 30,

 

ended June 30,

  

2004

 

2003

 

2004

 

2003


Net income, as reported


$


2,450,750

 


1,048,352 

 


391,550

 


445,254

         

Add:  Stock-option-based employee

  compensation expense included

  in reported net income, net of

  related tax effect

 




117,150

 




 




89,100

 




-

         

Deduct: Total stock-option-based

  employee compensation expense

  determined under fair value based

  method, net of related tax effect

 




-

 




(162,096)

 




-

 




-


       Pro forma net income


$


2,567,900

 


886,256 

 


480,650

 


445,254

         

Earnings per share:

        

  Basic and diluted – as reported

$

2.43

 

1.04 

 

0.38

 

0.45

  Basic and diluted – as pro forma

$

2.55

 

0.88 

 

0.48

 

0.45

         


POSTRETIREMENT BENEFITS

The Company maintains a noncontributory defined benefit pension plan for certain eligible salaried and hourly employees.  SFAS No. 132 (Revised), "Employees' Disclosure about Pension and Other Postretirement Benefits", requires the components of net periodic pension cost to be disclosed on an interim basis as follows:


Components of net period pension cost:


  

For the six months

 

For the threes months

  

ended June 30,

 

ended June 30,

  

2004

 

2003

 

2004

 

2003


  Service cost


$


22,324 

 


20,284 

 


11,162 

 


10,142 

  Interest cost

 

249,878 

 

257,248 

 

124,939 

 

128,624 

  Expected return on plan assets

 

(434,968)

 

(391,036)

 

(217,484)

 

(195,518)

  Amortization of prior service cost

 

 

10,298 

 

 

5,149 

  Amortization of net actuarial loss

 

72,306 

 

122,390 

 

36,153 

 

61,195 

       Net period pension

         cost (benefit)


$


(90,460)

 


19,184 

 


(45,230)

 


9,592 

         


- 9 -



VULCAN INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2004 and 2003

UNAUDITED

(Continued)



POSTRETIREMENT BENEFITS (Continued)

The Company previously disclosed in its financial statements for the year ended December 31, 2003 that it expected not to make any contribution to its pension plan over the year ending December 31, 2004.  As of June 30, 2004, no contributions have been made and the Company anticipates that no contributions will be made during the rest of 2004.



BUSINESS SEGMENT INFORMATION

Reportable segments are as follows:


  

For the six months ended

 

For the threes months ended

  

June 30,

 

ended June 30,

  

2004

 

2003

 

2004

 

2003

NET SALES FROM

 CONTINUING OPERATIONS


       

   Rubber and Foam Products

$

4,473,829 

 

3,730,941 

 

2,068,734 

 

2,158,264 

   Real Estate Operations

 

438,492 

 

443,251 

 

200,273 

 

217,929 

   Intersegment net sales

 

(5,473)

 

(22,719)

 

 

(5,718)

  

4,906,848 

 

4,151,473 

 

2,269,007 

 

2,370,475  

         

   Timber sales included in real

     estate operations, reported in

     gain on sale of property and

     equipment

 




(226,517)

 




(218,486)

 




(93,026)

 




(109,997)

         

       TOTAL SALES FROM

         CONTINUING

         OPERATIONS



$



4,680,331 

 



3,932,987 

 



2,175,981 

 



2,260,478 

         

OPERATING PROFIT (LOSS)

 FROM CONTINUING
OPERATIONS:

        

   Rubber and Foam Products

$

(55,649)

 

(259,561)

 

(51,629)

 

(29,484)

   Real Estate Operations

 

195,408 

 

191,273 

 

80,931 

 

82,218 

         

      TOTAL OPERTING PROFIT

       (LOSS) FROM

       CONTINUING

       OPERATIONS

 




139,759 

 




(68,288)

 




29,302 

 




52,734 



- 10 -




VULCAN INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2004 and 2003

UNAUDITED

(Continued)



BUSINESS SEGMENT INFORMATION (Continued)



  

For the six months ended

 

For the threes months ended

  

June 30,

 

ended June 30,

  

2004

 

2003

 

2004

 

2003

         

   Interest expense - net

 

(25,268)

 

(64,781)

 

31 

 

(26,986)

   Other unallocated corporate

     income - net

 


9932,504 

 


1,282,835 

 


344,887 

 


455,005 

   Income tax benefit (provision)

 

(177,183)

 

(132,638)

 

17,330 

 

(28,602)

         

       NET INCOME FROM

         CONTINUING

         OPERATIONS

 



869,812 

 



1,017,128 

 



391,550 

 



452,151 

         

DISCONTINUED OPERATIONS:

        

   Gain on sale of division assets,

    net of income taxes

 


1,542,852 

 


 


 


   Income (loss) from operations,

     net of income taxes

 


38,086 

 


31,224 

 


 


(6,897)

         

        NET INCOME

$

2,450,750 

 

1,048,352 

 

391,550 

 

445,254 





REVIEW BY INDEPENDENT ACCOUNTANTS

The condensed consolidated financial statements at June 30, 2004, and for the three and six month periods  then ended have been reviewed, prior to filing, by  the Registrant's independent accountants, J.D. Cloud & Co. L.L.P., whose  report covering their review of the financial statements is included in this report.



- 11 -







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Board of Directors

Vulcan International Corporation

Wilmington, Delaware


We have reviewed the accompanying condensed consolidated balance sheet of Vulcan International Corporation and subsidiaries as of June 30, 2004, and the related condensed consolidated statements of income and cash flows for the six month and three month periods ended June 30, 2004 and 2003.  These financial statements are the responsibility of the Company's management.


We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.


Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed consolidated financial statements for them to be in conformity with U.S. generally accepted accounting principles.


We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Vulcan International Corporation and subsidiaries as of December 31, 2003, and the related consolidated statements of income, shareholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated February 27, 2004, we expressed an unqualified opinion on those consolidated financial statements.  In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2003, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.





J.D. CLOUD & CO. L.L.P.

Certified Public Accountants


Cincinnati, Ohio

August 11, 2004



- 12 -






PART I - FINANCIAL INFORMATION

(Continued)



Item 2.     Management's Discussion and Analysis of Financial Condition and Results of

Operations.


Net sales revenue for the six months ended June 30, 2004, increased $747,344 or 19.0% over the corresponding period in 2003.  Cost of sales increased $522,175 or 13.8% during the six months ended June 30, 2004 compared to the corresponding six month period in 2003.  Net sales revenue for the second quarter of 2004 decreased $84,497 or 3.4% and cost of sales decreased $91,077 or 4.3% compared to the corresponding quarter in 2003.  The change for the six months ended June 30, 2004 is due to increased sales and costs in the Company's Rubber and Foam segment and the continued reduction of loss of that segment.


General and administrative expenses increased $214,686 or 28.3% in the six months ended June 30, 2004, as compared to the corresponding six month period in 2003.  General and administrative expenses for the second quarter of 2004 increased $155,393 or 41.7% compared to the corresponding quarter in 2003.  Compensation expense recorded related to the Company's stock option plan accounted for most of the increase in general and administrative expenses for the quarter and six months ended June 30, 2004.


Interest expense for the six months ended June 30, 2004 decreased $39,513.  Interest expense for the three months ended June 30, 2003 decreased $27,017.  The decreases are due to decreased interest rates and elimination of  short-term debt.


Gains on the sale of property, equipment and securities were $441,359 for the six months ended June 30, 2004, as compared to $683,766 for the corresponding period in 2003. Gain on sale of property, equipment and securities for the second quarter of 2004 were $115,373 as compared to $135,865 for the same period in 2003.  Gains in 2004 and 2003 were primarily the result of the sale of marketable securities and timber.  


Total assets declined from December 31, 2003 and June 30, 2004 primarily due to a general decline in the market value of marketable securities.



LIQUIDITY AND CAPITAL RESOURCES

The Company's cash requirements during the second quarter of 2004 were funded in part through earnings as well as from the sale of timber, equipment and marketable securities.  The cash from these transactions was primarily used in operations. The Company expects to continue, when necessary, to use short-term borrowings to meet cash requirements not fully provided by earnings.  There were approximately $29,000 of commitments for capital expenditures as of June 30, 2004.


During the six months ended June 30, 2004, 2000 shares of treasury stock valued at $81,000 were issued to the President as bonus compensation.



- 13 -






PART I - FINANCIAL INFORMATION

(Continued)



Item 3.     Quantitative and Qualitative Disclosures about Market Risks.


MARKETABLE SECURITIES

The fair value of marketable securities has decreased $5,086,623 from December 31, 2003 to July 31, 2004.  At July 31, 2004 the fair value of marketable securities was $68,719,635 as compared to $69,891,308 at June 30, 2004.


The net unrealized holding gain at July 31, 2004 was approximately $41,294,000 net of deferred taxes of approximately $21,273000.  The Company is subject to the risk that fair value securities could decline further.




Item 4.     Controls and Procedures


a)  Disclosure controls and procedures.  The Chief Executive Officer and the Principal Financial Officer have carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures that are designed to ensure that information relating to the Company required to be disclosed by the Company in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.  Based upon this evaluation, these officers have concluded, that as of June 30, 2004, the Company's disclosure controls and procedures were adequate.


b)  Changes in internal control over financial reporting.  During the period covered by this report, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.



- 14 -






PART II - OTHER INFORMATION



Item 1.  Legal Proceedings – Not applicable



Item 2. Changes in Securities and Use of Proceeds -


On May 13, 2004, the shareholders approved and ratified a Board Resolution authorizing the purchase of up to 100,000 shares of the Company's outstanding common stock at such times as the President may determine are in the best interest of the Company.  No shares have been purchased under this plan as of August 11, 2004.


Item 3. Defaults Upon Senior Securities - Not Applicable



Item 4. Submission of Matters to a Vote of Security Holders -   


The Annual Meeting of the shareholders of Vulcan International Corporation was

held on May 13, 2004.  The following matters were voted upon:


a.

The following members of the Board of Directors of Vulcan International Corporation were elected as directors by the votes indicated:


Director

 

For

 

Against

 

Leonard Aconsky

 

957,400

 

120

 

Benjamin Gettler

 

830,374

 

127,146

 

Thomas D. Gettler

 

830,519

 

127,001

 

Edward B. Kerin

 

954,288

 

3,232

 

Warren C. Falberg

 

954,400

 

3,120

 


b.

Approval and ratification of all purchases of Company stock by the Company since May 8, 2003, and approval and ratification of the action of the Board of Directors at its May 13, 2004 meeting authorizing the purchase of up to 100,000 shares of the Company at such times as the President may determine are in the best interest of the Company:


  

For

 

Against

 
  

957,400

 

120

 




Item 5. Other Information - Not Applicable



- 15 -






PART II - OTHER INFORMATION

(Continued)



Item 6. Exhibits and Reports on Form 8-K.


a . Exhibits


Exhibit 11 - Statement regarding computation of per share earnings is included in Part 1,

  Item 1 of this Form 10Q, page 4.


Exhibit 31.1 - Rule 13a-14(a)/15d-14(a) Certification of Benjamin Gettler.


Exhibit 31.2 - Rule 13a-14(a)/15d-14(a) Certification of Vernon E. Bachman.


Exhibit 32 - Section 1350 Certifications


b.  The Company was not required to file Form 8-K for the quarter ended June 30, 2004.



- 16 -








PART II - OTHER INFORMATION

(Continued)




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.



VULCAN INTERNATIONAL CORPORATION



Date:  August 16, 2004

By:  /s/ Benjamin Gettler


Benjamin Gettler

Chairman of the Board, President

and Chief Executive Officer




Date:  August 16, 2004

By:  /s/ Vernon E. Bachman


Vernon E. Bachman

Vice President, Secretary-Treasurer

and Principal Accounting Officer



- 17 -