Flour City International, Inc.

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Flour City International, Inc.

1044 Fordtown Road
Kingsport, Tennessee 37663
U.S.A.
Telephone: (423) 349-8692
Fax: (423) 349-0150
Web site: http://www.flourcity.com

Public Company
Incorporated: 1997
Employees: 1,411
Sales: $70.3 million (2000)
Stock Exchanges: NASDAQ
Ticker Symbol: FCIN
NAIC: 332312 Fabricated Structural Metal Manufacturing; 332321 Metal Window and Door Manufacturing; 332323 Ornamental and Architectural Metal Work Manufacturing; 32799 All Other Miscellaneous Nonmetallic Mineral Product Manufacturing

Flour City International, Inc., based in Kingsport, Tennessee, designs, fabricates, and installs curtainwalls—the non-load bearing wall systems, usually constructed of aluminum frames with glass, granite, or aluminum panels, that comprise building exteriors. Flour City is the only public company that provides curtainwalls with a complete range of service from design and fabrication to installation. The company’s focus is on custom curtainwall projects, which represent up to 15 percent of a building’s cost. These projects usually involve larger buildings than those faced with standard curtainwalls, ensuring a higher profit margin and less competition. Typically, Flour City works on diverse public and private structures such as mid-rise and high-rise commercial and governmental office buildings. Among other landmark buildings, Flour City fabricated and installed curtainwalls on the Citicorp Center in New York, the First Interstate Bank Tower in Los Angeles, and the Rock and Roll Hall of Fame in Cleveland. The company has operations in several countries, including Australia, China, the Philippines, Thailand, and the U.K. In recent years, much of the growth in the company’s revenue has come from its business in the Pacific Rim. As a modus operandi, Flour City works closely with other companies and firms, including architects, general contractors, and owners/developers. Among others, it has teamed up with such well known architectural firms as Skidmore, Owings & Merrill and Pei Cobb Freed, and such contractors as Bovis, Turner Construction, and Bechtel. Although Flour City is a public company, almost 50 percent of it is held by its chairman, John Tang.

1893-1987: Flour City Begins as an Ornamental Metalwork Foundry

Flour City International took its name from its host city, Minneapolis, Minnesota, which towards the end of the 19th century was popularly known as the flour capital of the U.S. It was there that, in 1893, Flour City was founded as Flour City Ornamental Metal Works. Originally, the company was a foundry that made ornamental metal works, including bronze castings, and manufactured larger units, such as elevator cages and spiral staircases.

During World War I, Flour City began to change its essential business, redirecting its manufacturing focus away from ornamental metal towards military needs. It became a defense contractor, using its manufacturing capacity and industry knowhow to fabricate pieces for strategic use, something it would do again during both World War II and the Korean conflict. For its contributions to the war effort in both those wars it received Defense Department commendations.

During the Great Depression between World Wars I and II, Flour City Ornamental Metal Works gained a certain degree of notoriety when, on September 11, 1934, two young males were killed and 30 others injured when police fired on a crowd supporting striking workers at the company’s plant. Publicity surrounding that and other labor disputes that erupted into violence helped unions gain enough public sympathy to emerge as very powerful organizations, especially in such industrial centers as Minneapolis.

In the postwar building boom after World War II, the company began to shift its business in the direction of the fabrication of facing units for large buildings, including the multi-story high rises that technology had made possible in the first half of the 20th century. Among other things, to utilize its expertise and full manufacturing capacity, the company began to make windows and panels for building facades or “curtainwalls.”

Basically, curtainwalls are the non-load bearing external walls of modern mid-rise and high-rise structures. They consist of a combination of glazing and cladding elements (windows and panels) and supports necessary to attach them to a building’s main structure. They are manufactured from a variety of materials, including glass, aluminum, stainless steel, and diverse natural stones. Essentially, the market has two segments: standard and custom. Typically, standard curtainwalls consist of stock, pre-fabricated components that, because they do not have to be repeatedly designed and engineered, are much less costly than customized curtainwalls. In contrast, custom units require extensive design and engineering work and are more expensive to produce and install. On the average, custom curtainwalls, mostly used in high-rise and monumental buildings, account for between five percent and 15 percent of the overall cost of a building. Once it entered the curtainwall industry, Flour City chose to design and produce custom units.

1988-98: Mergers and Reorganization

Flour City International, Inc. did not take its structural form until the late 1990s. It became the successor to a paper, namesake company that was incorporated in January 1997, also in Nevada, which merged with and into a dormant corporation, International Forest Industries, Inc. (IFI), which, like Flour City International, had been founded and incorporated in Nevada in 1987. IFI then adopted the Flour City International, Inc. name and immediately acquired three companies: Flour City Architectural Metals, Inc. from Armco, Inc.; Hockley International Limited, a British Virgin Islands company; and Kaison Contracting Ltd. Hockley, which was incorporated in 1993, was purchased via a share exchange package and renamed Flour City Architectural Metals (Pacific), a holding company for Flour City’s Pacific-Rim operations, which Kaison renamed Flour City Architectural Metals (Asia) and thereafter managed.

1999-2001: Problems and Renewed Growth

Despite taking something of a bottom line pounding in 1999, netting a loss of $2.2 million, Flour City had cause to cheer. A new trade agreement between China and the United States opened up the possibility of a much greater expansion of the company’s business in China and Hong Kong. Flour City’s 1998 revenues from the Pacific Rim reached 60 percent of the company’s total, but during 1999, the figure rose to 70 percent. The good news was that sluggish economies of Pacific Rim countries, stagnant or recessive for over a decade, had at last started to improve, leading to new contracts for Flour City.

In the summer of 1999, to better deal with the challenges facing the company, Flour City made some high level changes in management. At the top, chairman John W. Tang took on the additional post as CEO, Edward M. Boyle III became president, and Roger Ulbricht filled the slot of executive vice-president. Boyle replaced Michael J. Russo, who resigned and left the company. The shakeup also included changes in lesser executive positions.

Asian market hopes began materializing later in 1999. In October, for example, the company got a $20 million contract to supply over 400,000 square feet of aluminum and glass curtainwall for a 61-story building in the Stubbs Road residential project in Hong Kong, a much sought after plum. Furthermore, Flour City began making progress in the very difficult European curtainwall market, one that had not had a history of welcoming non-European competitors. In January 1999, the company had opened a sales office in London, and during the year it landed contracts for two projects for 2000 totally $19 million.

In September 2000, Flour City signed a “memorandum of understanding“ with Siemens Solar Industries L.P. and Atlantis Energy Inc. The purpose of the agreement was to identify business opportunities for using Building Integrated Photovoltaic (BIPV) modules in new construction projects and jointly develop them. It was a major opportunity for Flour City to expand its use of an important and growing technology-solar energy. The company’s research group had already been working closely with Hong Kong University to develop a curtainwall system incorporating Photovoltaic Panels (PV) into the various materials used in curtainwalls and, in April, had filed for a patent for a manufacturing method that eliminated the need to embed a network of wires in curtainwall panels.

Atlantis Energy, a subsidiary of Atlantis Energy Systems, based in Switzerland, is a major manufacturer of BIPV modules, while Siemens Solar is the world’s leading producer and supplier of solar cells and modules in the photovoltaics industry. In concert, the three companies agreed to target architects, developers, and contractors wishing to use photovoltaics in their building projects. Although far more costly than other kinds of facades, BIPV modules had a major appeal: used to supplement roof-top solar panels, when installed in windows, walls and sunshades, they could help supply as much as 100% of a building’s electrical requirements from solar power alone.

Company Perspectives:

The history of Flour City is a story of continual expansion in planned facilities and employee skills for an ever-widening range of metal work. Our success is the result of developing strong in-house resources to insure that our product quality is unsurpassed.

New contracts and alliances were major factors in Flour City’s turn around in 2000. Its revenues climbed to $70.3 million, a very strong 64 percent gain over its $45 million from the year before. The company also returned to profitability, with net earnings of $2.5 million. Furthermore, with the new century started, Flour City continued to make significant inroads in foreign markets, including the U.K. In March 2001, it got a $10.4 million contract to design, make, and install the curtainwall for the new MSP (Members of the Scottish Parliament) building to be erected in Edinburgh, Scotland. Scheduled for completion before April 2003 elections, the MSP building would be put up in the historic Holyrood district of Scotland’s capital and become an integral part of the new Parliament complex.

In July 2001, Edward M. Boyle III succeeded Tang as Flour City’s president and CEO. Tang stepped down because of chronic health problems, but he maintained his position as chairman of the company’s board. Before joining Flour City in 1998 as COO of Flour City Architectural Metals (Asia), Boyle held various positions in the industry, including a term as director of sales and marketing for Harmon CFEM Facades in the U.K. and Harmon CFEM Facades S.A. He had also been a director of Harmon Sitrarco. Altogether, Boyle brought 17 years of industry experience to his new posts. However, he did not solve some immediate problems faced by Flour City, including the impending cancellation of contracts due to the company’s alleged performance defaults. In late August, Flour City announced that some of its project contracts had in fact been terminated. Whether these cancellations were directly responsible or not, Tang re-assumed the company’s active leadership as CEO. The company’s board appointed Ulbricht president. Ulbricht, a 40-year Flour City veteran, returned from retirement to the take the post. He had previously served as CEO and president of Flour City Architectural Metals and, as indicated above, as executive vice-president of Flour City International.

Altogether, in the summer 2001 debacle, Flour City was terminated as the subcontractor on five major projects, including the Random House Headquarters, Four Seasons Hotel & Tower, Las Olas City, Trump World Towers, and Bronx Criminal Courthouse projects. The company also received default notices on two international projects: the 42D Stubbs Road project in Hong Kong and the Ciro Plaza project in Shanghai. Until that point, Flour City had being doing very well, with revenues that were up 56 percent over the previous year. The company also ranked 216th on ENR: Engineering NewsRecord’s Top 600 Specialty Contractors list and 3rd on its Top 20 list of glazing and curtainwall companies.

In the autumn of 2001, Flour City was busily engaged in damage control through renegotiations with its clients. The contract cancellations were reflected in the company’s third-quarter report, which acknowledged that net revenues of $18.6 million for the quarter resulted in a net loss of $17.9 million. At the time, Johnson K. Fong, Flour City’s CFO and executive vice-president, announcing the company’s displeasure with the financial showing, said, “While the next few months will be challenging, we believe our longevity, reputation and strong presence within the construction industry will assist management in obtaining the funding necessary for positioning the company to achieve its goals for growth and a return to profitability.”

Chances were that Flour City would iron out its problems. Its business, fed by persistent urban growth needs, is a durable one, and once by the termination difficulties it should be in good shape to regain both its momentum and its reputation.

Principal Subsidiaries

Flour City Architectural Metals, Inc.; Flour City Architectural Metals (Asia) Ltd.

Principal Competitors

Hunter Douglas N.V.; International Aluminum Corporation; James Hardie Industries Limited; Nippon Light Metal Company, Ltd.; Permasteelisa S.p.A.

Key Dates:

1893:: Flour City Ornamental Metal Works is founded.
1997:: The company merges with International Forest Industries Inc. (IFI), which changes its name to Flour City International, Inc.; John W. Tang becomes chairman.
1999:: Tang assumes post of CEO.
2000:: Flour City enters a development arrangement with Siemans Solar Industries L.P. and Atlantis Energy.
2001:: Edward M. Boyle III is named CEO and president, but later resigns and is replaced by Tang as CEO and Roger Ulbricht as president; company faces contract terminations.