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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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



OR



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

EXCHANGE ACT OF 1934 [NO FEE REQUIRED]



For the Transition period from  to



Commission File No. 333-43523



Elgin National Industries, Inc.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 36-3908410                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



2001 Butterfield
Road, Suite 1020, Downers Grove, Illinois 60515-1050

(Address of principal executive offices)



Telephone Number: 630-434-7243

(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.    x Yes ̈No



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (SS 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-Q or any amendment to this Form 10-Q. ̈Yes  x No



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). ̈Yes  x No



As of July 31, 2004, there were outstanding 6,408.3 shares of Class A Common Stock and 19,951.7 shares of Preferred Stock.



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ELGIN NATIONAL INDUSTRIES, INC.



TABLE
OF CONTENTS



|                                                                                                                                                              |  |     
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                                              |  | Page
|PART IFINANCIAL INFORMATION                                                                                                                                  |  |     
|                                                                                                                                                              | 
|ITEM 1Financial Statements                                                                                                                                   |  |     
|                                                                                                                                                              | 
|Consolidated Balance Sheets as of June 30, 2004 and December 31, 2003                                                                                         |  | 3   
|                                                                                                                                                              | 
|Consolidated Statements of Operations for the Six Months Ended June 30, 2004 and June 30, 2003 and for the Three Months ended June 30, 2004 and June 30, 2003 |  | 4   
|                                                                                                                                                              | 
|Consolidated Statement of Changes in Stockholders Deficit for the Six Months Ended June 30, 2004                                                             |  | 5   
|                                                                                                                                                              | 
|Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2004 and June 30, 2003                                                      |  | 6   
|                                                                                                                                                              | 
|Notes to Condensed Consolidated Financial Statements                                                                                                          |  | 7   
|                                                                                                                                                              | 
|ITEM 2Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                  |  | 11  
|                                                                                                                                                              | 
|ITEM 3Quantitative and Qualitative Disclosures about Market Risk                                                                                             |  | 13  
|                                                                                                                                                              | 
|ITEM 4Controls and Procedures                                                                                                                                |  | 13  
|                                                                                                                                                              | 
|PART IIOTHER INFORMATION                                                                                                                                     |  |     
|                                                                                                                                                              | 
|ITEM 1Legal Proceedings                                                                                                                                      |  | 14  
|                                                                                                                                                              | 
|ITEM 6Exhibits and Reports on Form 8-K                                                                                                                       |  | 14  
|                                                                                                                                                              | 
|SIGNATURES                                                                                                                                                    |  | 15  
|                                                                                                                                                              | 
|EXHIBIT INDEX                                                                                                                                                 |  | 16  



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PART I



ITEM 1.    FINANCIAL STATEMENTS



ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES



CONSOLIDATED BALANCE SHEETS



(in thousands except share data)

(Unaudited)



|                                                                                                                                                 |  |               |         |   |                   |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ------- | - | ----------------- | - | ------- | -
|                                                                                                                                                 |  | June 30, 2004 |         |   | December 31, 2003 |  
|ASSETS                                                                                                                                           |  |               |         |   |                   |   |         |  
|Current assets:                                                                                                                                  |  |               |         |   |                   |   |         |  
|Cash and equivalents                                                                                                                             |  | $             | 720     |   |                   | $ | 3,391   |  
|Accounts receivable, net                                                                                                                         |  |               | 31,187  |   |                   |   | 27,062  |  
|Inventories, net                                                                                                                                 |  |               | 20,810  |   |                   |   | 17,495  |  
|Prepaid expenses and other assets                                                                                                                |  |               | 3,316   |   |                   |   | 2,277   |  
|Deferred income taxes                                                                                                                            |  |               | 3,497   |   |                   |   | 3,497   |  
|                                                                                                                                                 |  |               |         |   |                   |   |         |  
|Total current assets                                                                                                                             |  |               | 59,530  |   |                   |   | 53,722  |  
|Property, plant and equipment, net                                                                                                               |  |               | 19,373  |   |                   |   | 20,308  |  
|Loans receivable to related parties                                                                                                              |  |               | 11,165  |   |                   |   | 10,855  |  
|Other assets                                                                                                                                     |  |               | 30,248  |   |                   |   | 29,507  |  
|Goodwill                                                                                                                                         |  |               | 18,995  |   |                   |   | 18,995  |  
|                                                                                                                                                 |  |               |         |   |                   |   |         |  
|Total assets                                                                                                                                     |  | $             | 139,311 |   |                   | $ | 133,387 |  
|                                                                                                                                                 |  |               |         |   |                   |   |         |  
|LIABILITIES AND COMMON STOCKHOLDERS DEFICIT                                                                                                     |  |               |         |   |                   |   |         |  
|Current liabilities:                                                                                                                             |  |               |         |   |                   |   |         |  
|Current portion of long-term debt                                                                                                                |  | $             | 2,027   |   |                   | $ | 2,019   |  
|Accounts payable                                                                                                                                 |  |               | 23,190  |   |                   |   | 25,076  |  
|Accrued expenses                                                                                                                                 |  |               | 10,546  |   |                   |   | 9,568   |  
|                                                                                                                                                 |  |               |         |   |                   |   |         |  
|Total current liabilities                                                                                                                        |  |               | 35,763  |   |                   |   | 36,663  |  
|Long-term debt less current portion                                                                                                              |  |               | 103,599 |   |                   |   | 96,741  |  
|Redeemable preferred stock units                                                                                                                 |  |               | 15,107  |   |                   |   | 14,743  |  
|Redeemable preferred stock                                                                                                                       |  |               | 4,144   |   |                   |   | 4,044   |  
|Other liabilities                                                                                                                                |  |               | 2,323   |   |                   |   | 2,345   |  
|Deferred income taxes                                                                                                                            |  |               | 4,405   |   |                   |   | 4,411   |  
|                                                                                                                                                 |  |               |         |   |                   |   |         |  
|Total liabilities                                                                                                                                |  |               | 165,341 |   |                   |   | 158,947 |  
|                                                                                                                                                 |  |               |         |   |                   |   |         |  
|Common stockholders deficit:                                                                                                                    |  |               |         |   |                   |   |         |  
|Common stock, Class A par value $.01 per share; authorized 23,678 shares; 6,408 issued and outstanding as of June 30, 2004 and December 31,
2003 |  |               |         |   |                   |   |         |  
|Retained deficit                                                                                                                                 |  |               | (26,260 | ) |                   |   | (25,836 | )
|Accumulated other comprehensive income                                                                                                           |  |               | 230     |   |                   |   | 276     |  
|                                                                                                                                                 |  |               |         |   |                   |   |         |  
|Total common stockholders deficit                                                                                                               |  |               | (26,030 | ) |                   |   | (25,560 | )
|                                                                                                                                                 |  |               |         |   |                   |   |         |  
|Total liabilities and stockholders deficit                                                                                                      |  | $             | 139,311 |   |                   | $ | 133,387 |  
|                                                                                                                                                 |  |               |         |   |                   |   |         |  



The accompanying notes
are an integral part of the condensed consolidated financial statements



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ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES



CONSOLIDATED STATEMENTS OF OPERATIONS



(in thousands)

(Unaudited)



|                                             |  |                                  |         |   |                                    |   |        |      |  |   |        |   |  |   |        |  
|-------------------------------------------- |  | -------------------------------- | ------- | - | ---------------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                             |  | For the Six MonthsEnded June 30, |         |   | For the Three MonthsEnded June 30, |  
|                                             |  | 2004                             |         |   | 2003                               |   |        | 2004 |  |   | 2003   |  
|Net sales                                    |  | $                                | 103,224 |   |                                    | $ | 60,206 |      |  | $ | 50,828 |   |  | $ | 31,744 |  
|Cost of sales                                |  |                                  | 84,993  |   |                                    |   | 45,161 |      |  |   | 41,896 |   |  |   | 23,885 |  
|                                             |  |                                  |         |   |                                    |   |        |      |  |   |        |   |  |   |        |  
|Gross profit                                 |  |                                  | 18,231  |   |                                    |   | 15,045 |      |  |   | 8,932  |   |  |   | 7,859  |  
|Selling, general and administrative expenses |  |                                  | 13,450  |   |                                    |   | 11,915 |      |  |   | 6,869  |   |  |   | 5,894  |  
|                                             |  |                                  |         |   |                                    |   |        |      |  |   |        |   |  |   |        |  
|Operating income                             |  |                                  | 4,781   |   |                                    |   | 3,130  |      |  |   | 2,063  |   |  |   | 1,965  |  
|Other expenses (income)                      |  |                                  |         |   |                                    |   |        |      |  |   |        |   |  |   |        |  
|Interest income                              |  |                                  | (335    | ) |                                    |   | (316   | )    |  |   | (164   | ) |  |   | (163   | )
|Interest expense                             |  |                                  | 5,806   |   |                                    |   | 5,275  |      |  |   | 2,920  |   |  |   | 2,720  |  
|                                             |  |                                  |         |   |                                    |   |        |      |  |   |        |   |  |   |        |  
|Loss before income taxes                     |  |                                  | (690    | ) |                                    |   | (1,829 | )    |  |   | (693   | ) |  |   | (592   | )
|Benefit for income taxes                     |  |                                  | (266    | ) |                                    |   | (674   | )    |  |   | (267   | ) |  |   | (208   | )
|                                             |  |                                  |         |   |                                    |   |        |      |  |   |        |   |  |   |        |  
|Net loss                                     |  | $                                | (424    | ) |                                    | $ | (1,155 | )    |  | $ | (426   | ) |  | $ | (384   | )
|                                             |  |                                  |         |   |                                    |   |        |      |  |   |        |   |  |   |        |  







The accompanying notes are an integral part of the condensed consolidated
financial statements



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ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES



CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDERS DEFICIT



For the Six Months Ended June 30, 2004

(in thousands except share data)

(Unaudited)



|                                                             |  |              |  |                    |   |         |                                        |  |   |                             |   |  |   |         |  
|------------------------------------------------------------ |  | ------------ |  | ------------------ | - | ------- | -------------------------------------- |  | - | --------------------------- | - |  | - | ------- | -
|                                                             |  | Common Stock |  | Retained (Deficit) |   |         | Accumulated Other Comprehensive Income |  |   | Total Stockholders Deficit |  
|Balance as of December 31, 2003                              |  | $            |  |                    | $ | (25,836 | )                                      |  | $ | 276                         |   |  | $ | (25,560 | )
|Net loss for the six months ended June 30, 2004              |  |              |  |                    |   | (424    | )                                      |  |   |                             |   |  |   | (424    | )
|Foreign currency translation adjustments net of tax of $(28) |  |              |  |                    |   |         |                                        |  |   | (46                         | ) |  |   | (46     | )
|                                                             |  |              |  |                    |   |         |                                        |  |   |                             |   |  |   |         |  
|Balance as of June 30, 2004                                  |  | $            |  |                    | $ | (26,260 | )                                      |  | $ | 230                         |   |  | $ | (26,030 | )
|                                                             |  |              |  |                    |   |         |                                        |  |   |                             |   |  |   |         |  









The accompanying notes are an integral part of the condensed consolidated financial statements



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ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



For the Six Months Ended June 30, 2004 and 2003

(in thousands)

(Unaudited)



|                                                 |  |      |        |   |      |   |         |  
|------------------------------------------------ |  | ---- | ------ | - | ---- | - | ------- | -
|                                                 |  | 2004 |        |   | 2003 |  
|Net cash used in operating activities            |  | $    | (9,144 | ) |      | $ | (828    | )
|                                                 |  |      |        |   |      |   |         |  
|Cash flows from investing activities:            |  |      |        |   |      |   |         |  
|Proceeds from sale of assets                     |  |      | 4      |   |      |   | 10      |  
|Purchase of property, plant and equipment        |  |      | (351   | ) |      |   | (314    | )
|                                                 |  |      |        |   |      |   |         |  
|Net cash used by investing activities            |  |      | (347   | ) |      |   | (304    | )
|                                                 |  |      |        |   |      |   |         |  
|Cash flows from financing activities:            |  |      |        |   |      |   |         |  
|Borrowings on long-term debt                     |  |      | 7,882  |   |      |   | 25,000  |  
|Repayments of long-term debt                     |  |      | (1,016 | ) |      |   | (21,817 | )
|Debt issuance costs                              |  |      |        |   |      |   | (1,787  | )
|                                                 |  |      |        |   |      |   |         |  
|Net cash provided by financing activities        |  |      | 6,866  |   |      |   | 1,396   |  
|                                                 |  |      |        |   |      |   |         |  
|Effect of exchange rates on cash                 |  |      | (46    | ) |      |   |         |  
|                                                 |  |      |        |   |      |   |         |  
|Net (decrease) increase in cash                  |  |      | (2,671 | ) |      |   | 264     |  
|                                                 |  |      |        |   |      |   |         |  
|Cash and cash equivalents at beginning of period |  |      | 3,391  |   |      |   | 0       |  
|                                                 |  |      |        |   |      |   |         |  
|Cash and cash equivalents at end of period       |  | $    | 720    |   |      | $ | 264     |  
|                                                 |  |      |        |   |      |   |         |  







The accompanying notes are an integral part of the condensed consolidated
financial statements



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ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



1.    Report Preparation



The accompanying consolidated financial statements, which have not been
audited by independent certified public accountants, were prepared in conformity with accounting principles generally accepted in the United States and such principles were applied on a basis consistent with the preparation of the audited
consolidated financial statements included in the Companys December 31, 2003 Form 10-K filed with the Securities and Exchange Commission. The financial information furnished includes all normal recurring accrual adjustments which are, in the
opinion of management, necessary for a fair statement of results for the interim period. Results for the first six months of 2004 are not necessarily indicative of the results to be expected for the full year. For further information refer to the
Companys consolidated financial statements included in the annual report on Form 10K.



2.    Inventories



Inventories consist of:



|                                 |  |                |        |                   |   |       
|-------------------------------- |  | -------------- | ------ | ----------------- | - | ------
|                                 |  | June 30, 2004  |        | December 31, 2003
|                                 |  | (in thousands)
|Finished goods                   |  | $              | 12,139 |                   | $ | 11,098
|Work-in-process                  |  |                | 3,076  |                   |   | 2,420 
|Raw materials                    |  |                | 7,364  |                   |   | 5,519 
|                                 |  |                |        |                   |   |       
|                                 |  |                | 22,579 |                   |   | 19,037
|Less excess and obsolete reserve |  |                | 1,769  |                   |   | 1,542 
|                                 |  |                |        |                   |   |       
|                                 |  | $              | 20,810 |                   | $ | 17,495
|                                 |  |                |        |                   |   |       



3.    Comprehensive loss



Total comprehensive loss and its components, net of related tax are as follows:



|                             |  |                                   |      |   |                                     |   |        |      |  |   |      |   |  |   |      |  
|---------------------------- |  | --------------------------------- | ---- | - | ----------------------------------- | - | ------ | ---- |  | - | ---- | - |  | - | ---- | -
|                             |  | For the Six Months Ended June 30, |      |   | For the Three Months Ended June 30, |  
|                             |  | 2004                              |      |   | 2003                                |   |        | 2004 |  |   | 2003 |  
|                             |  | (in thousands)                    |     
|Net loss                     |  | $                                 | (424 | ) |                                     | $ | (1,155 | )    |  | $ | (426 | ) |  | $ | (384 | )
|Foreign currency translation |  |                                   | (46  | ) |                                     |   |        |      |  |   | (16  | ) |  |   |      |  
|                             |  |                                   |      |   |                                     |   |        |      |  |   |      |   |  |   |      |  
|                             |  | $                                 | (470 | ) |                                     | $ | (1,155 | )    |  | $ | (442 | ) |  | $ | (384 | )
|                             |  |                                   |      |   |                                     |   |        |      |  |   |      |   |  |   |      |  



The components of
accumulated other comprehensive income, net of related tax consists of foreign currency translation of $230,000 and $276,000 as of June 30, 2004 and December 31, 2003, respectively.



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ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



4.    Components of Net Periodic Pension Cost



|                                        |  |                  |        |   |                    |   |        |               |  |   |               |   |  |   |      |  
|--------------------------------------- |  | ---------------- | ------ | - | ------------------ | - | ------ | ------------- |  | - | ------------- | - |  | - | ---- | -
|                                        |  | Six Months Ended |        |   | Three Months Ended |  
|                                        |  | June 30, 2004    |        |   | June 30, 2003      |   |        | June 30, 2004 |  |   | June 30, 2003 |  
|                                        |  | (in thousands)   |       
|Service cost                            |  | $                | 1,799  |   |                    | $ | 524    |               |  | $ | 1,125         |   |  | $ | 262  |  
|Interest cost                           |  |                  | 2,440  |   |                    |   | 595    |               |  |   | 1,526         |   |  |   | 298  |  
|Expected return on assets               |  |                  | (5,305 | ) |                    |   | (1,597 | )             |  |   | (3,318        | ) |  |   | (799 | )
|Net amortization of prior service costs |  |                  | (40    | ) |                    |   | (36    | )             |  |   | (25           | ) |  |   | (18  | )
|Net amortization of prior gain          |  |                  | 710    |   |                    |   | 14     |               |  |   | 444           |   |  |   | 7    |  
|                                        |  |                  |        |   |                    |   |        |               |  |   |               |   |  |   |      |  
|Net periodic pension cost               |  | $                | (396   | ) |                    | $ | (500   | )             |  | $ | (248          | ) |  | $ | (250 | )
|                                        |  |                  |        |   |                    |   |        |               |  |   |               |   |  |   |      |  



5.    Segment
Information



The Company operates primarily in two
industries, Manufactured Products and Engineering Services. In accordance with the Companys method of internal reporting, corporate headquarters costs are not allocated to the individual segments. Information about the Company by industry is
presented below for the six months and the three months ended June 30:



|                                                                             |  |                         |         |   |                           |   |        |      |  |   |        |   |  |   |        |  
|---------------------------------------------------------------------------- |  | ----------------------- | ------- | - | ------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                             |  | Six Months EndedJune 30 |         |   | Three Months EndedJune 30 |  
|                                                                             |  | 2004                    |         |   | 2003                      |   |        | 2004 |  |   | 2003   |  
|                                                                             |  | (in thousands)          |        
|Net sales to external customers:                                             |  |                         |         |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Manufactured Products                                                        |  | $                       | 52,537  |   |                           | $ | 44,788 |      |  | $ | 27,843 |   |  | $ | 22,740 |  
|Engineering Services                                                         |  |                         | 50,687  |   |                           |   | 15,418 |      |  |   | 22,985 |   |  |   | 9,004  |  
|                                                                             |  |                         |         |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Total net sales to external customers                                        |  | $                       | 103,224 |   |                           | $ | 60,206 |      |  | $ | 50,828 |   |  | $ | 31,744 |  
|                                                                             |  |                         |         |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Net sales to internal customers:                                             |  |                         |         |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Manufactured Products                                                        |  | $                       | 4,146   |   |                           | $ | 1,343  |      |  | $ | 2,159  |   |  | $ | 747    |  
|Engineering Services                                                         |  |                         | 165     |   |                           |   | 57     |      |  |   | 116    |   |  |   | 33     |  
|                                                                             |  |                         |         |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Total net sales to internal customers                                        |  | $                       | 4,311   |   |                           | $ | 1,400  |      |  | $ | 2,275  |   |  | $ | 780    |  
|                                                                             |  |                         |         |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Total net sales                                                              |  |                         |         |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Manufactured Products                                                        |  | $                       | 56,683  |   |                           | $ | 46,131 |      |  | $ | 30,002 |   |  | $ | 23,487 |  
|Engineering Services                                                         |  |                         | 50,852  |   |                           |   | 15,475 |      |  |   | 23,101 |   |  |   | 9,037  |  
|                                                                             |  |                         |         |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Total net sales                                                              |  |                         | 107,535 |   |                           |   | 61,606 |      |  |   | 53,103 |   |  |   | 32,524 |  
|Elimination of net sales to internal customers                               |  |                         | 4,311   |   |                           |   | 1,400  |      |  |   | 2,275  |   |  |   | 780    |  
|                                                                             |  |                         |         |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Total consolidated net sales                                                 |  | $                       | 103,224 |   |                           | $ | 60,206 |      |  | $ | 50,828 |   |  | $ | 31,744 |  
|                                                                             |  |                         |         |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Earnings (loss) before corporate expenses, interest, taxes and income taxes: |  |                         |         |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Manufactured Products                                                        |  | $                       | 7,667   |   |                           | $ | 5,684  |      |  | $ | 3,942  |   |  | $ | 3,012  |  
|Engineering Services                                                         |  |                         | 308     |   |                           |   | 663    |      |  |   | (260   | ) |  |   | 379    |  
|                                                                             |  |                         |         |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Total segment earnings                                                       |  |                         | 7,975   |   |                           |   | 6,347  |      |  |   | 3,682  |   |  |   | 3,391  |  
|Corporate expenses                                                           |  |                         | (3,194  | ) |                           |   | (3,217 | )    |  |   | (1,619 | ) |  |   | (1,426 | )
|Interest income                                                              |  |                         | 335     |   |                           |   | 316    |      |  |   | 164    |   |  |   | 163    |  
|Interest expense                                                             |  |                         | (5,806  | ) |                           |   | (5,275 | )    |  |   | (2,920 | ) |  |   | (2,720 | )
|                                                                             |  |                         |         |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Consolidated loss before income taxes                                        |  | $                       | (690    | ) |                           | $ | (1,829 | )    |  | $ | (693   | ) |  | $ | (592   | )
|                                                                             |  |                         |         |   |                           |   |        |      |  |   |        |   |  |   |        |  



8



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##### Table of Contents

ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



6.    Subsidiary Guarantors



The Companys payment obligations under the Senior Notes are fully and unconditionally guaranteed on a joint and
several basis (collectively, Subsidiary Guarantees) by Tabor Machine Company, Norris Screen and Manufacturing, Inc., TranService, Inc., Mining Controls, Inc., Clinch River Corporation, Centrifugal Services, Inc., Roberts & Schaefer
Company, Soros Associates, Inc., Vanco International, Inc., Leland Powell Fasteners, Inc. and Best Metal Finishing, Inc. (the Guarantors) each a direct, wholly-owned subsidiary of the Company. The following summarized combined financial
data illustrates the composition of the combined Guarantors.



|                                                |  |                                |         |   |                    |   |        |                          |  |   |                   |   |  |   |         |  
|----------------------------------------------- |  | ------------------------------ | ------- | - | ------------------ | - | ------ | ------------------------ |  | - | ----------------- | - |  | - | ------- | -
|                                                |  | June 30, 2004                  |        
|                                                |  | Parent                         |         |   | CombinedGuarantors |   |        | ConsolidatingAdjustments |  |   | ConsolidatedTotal |  
|                                                |  | (in thousands)                 |        
|Current assets                                  |  | $                              | 15,940  |   |                    | $ | 43,590 |                          |  |   |                   |   |  | $ | 59,530  |  
|Noncurrent assets                               |  |                                | 56,817  |   |                    |   | 45,203 |                          |  | $ | (22,239           | ) |  |   | 79,781  |  
|                                                |  |                                |         |   |                    |   |        |                          |  |   |                   |   |  |   |         |  
|Total assets                                    |  | $                              | 72,757  |   |                    | $ | 88,793 |                          |  | $ | (22,239           | ) |  | $ | 139,311 |  
|                                                |  |                                |         |   |                    |   |        |                          |  |   |                   |   |  |   |         |  
|Current liabilities                             |  | $                              | 8,622   |   |                    | $ | 27,141 |                          |  |   |                   |   |  | $ | 35,763  |  
|Total liabilities                               |  | $                              | 96,353  |   |                    | $ | 68,988 |                          |  |   |                   |   |  | $ | 165,341 |  
|                                                | 
|                                                |  | December 31, 2003              |        
|                                                |  | Parent                         |         |   | CombinedGuarantors |   |        | ConsolidatingAdjustments |  |   | ConsolidatedTotal |  
|                                                |  | (in thousands)                 |        
|Current assets                                  |  | $                              | 16,852  |   |                    | $ | 36,870 |                          |  |   |                   |   |  | $ | 53,722  |  
|Noncurrent assets                               |  |                                | 49,824  |   |                    |   | 49,810 |                          |  | $ | (19,969           | ) |  |   | 79,665  |  
|                                                |  |                                |         |   |                    |   |        |                          |  |   |                   |   |  |   |         |  
|Total assets                                    |  | $                              | 66,676  |   |                    | $ | 86,680 |                          |  | $ | (19,969           | ) |  | $ | 133,387 |  
|                                                |  |                                |         |   |                    |   |        |                          |  |   |                   |   |  |   |         |  
|Current liabilities                             |  | $                              | 9,761   |   |                    | $ | 26,902 |                          |  |   |                   |   |  | $ | 36,663  |  
|Total liabilities                               |  | $                              | 90,174  |   |                    | $ | 68,773 |                          |  |   |                   |   |  | $ | 158,947 |  
|                                                | 
|                                                |  | Six months ended June 30, 2004 |        
|                                                |  | Parent                         |         |   | CombinedGuarantors |   |        | ConsolidatingAdjustments |  |   | ConsolidatedTotal |  
|                                                |  | (in thousands)                 |        
|Sales, net                                      |  | $                              | 17,425  |   |                    | $ | 86,987 |                          |  | $ | (1,188            | ) |  | $ | 103,224 |  
|Gross profit                                    |  |                                | 6,485   |   |                    |   | 11,746 |                          |  |   |                   |   |  |   | 18,231  |  
|(Loss) income before income tax                 |  |                                | (690    | ) |                    |   | 3,962  |                          |  |   | (3,962            | ) |  |   | (690    | )
|Net (loss) income                               |  |                                | (424    | ) |                    |   | 2,275  |                          |  |   | (2,275            | ) |  |   | (424    | )
|Cash (used in) provided by operating activities |  |                                | (10,374 | ) |                    |   | 1,230  |                          |  |   |                   |   |  |   | (9,144  | )
|Cash used in investing activities               |  |                                | (69     | ) |                    |   | (278   | )                        |  |   |                   |   |  |   | (347    | )
|Cash provided by (used in) financing activities |  |                                | 6,882   |   |                    |   | (16    | )                        |  |   |                   |   |  |   | 6,866   |  
|Effect of exchange rate on cash                 |  |                                |         |   |                    |   | (46    | )                        |  |   |                   |   |  |   | (46     | )
|                                                | 
|                                                |  | Six months ended June 30, 2003 |        
|                                                |  | Parent                         |         |   | CombinedGuarantors |   |        | ConsolidatingAdjustments |  |   | ConsolidatedTotal |  
|                                                |  | (in thousands)                 |        
|Sales, net                                      |  | $                              | 14,953  |   |                    | $ | 45,778 |                          |  | $ | (525              | ) |  | $ | 60,206  |  
|Gross profit                                    |  |                                | 5,005   |   |                    |   | 10,040 |                          |  |   |                   |   |  |   | 15,045  |  
|(Loss) income before income tax                 |  |                                | (1,829  | ) |                    |   | 3,246  |                          |  |   | (3,246            | ) |  |   | (1,829  | )
|Net (loss) income                               |  |                                | (1,155  | ) |                    |   | 1,948  |                          |  |   | (1,948            | ) |  |   | (1,155  | )
|Cash (used in) provided by operating activities |  |                                | (990    | ) |                    |   | 162    |                          |  |   |                   |   |  |   | (828    | )
|Cash used in investing activities               |  |                                | (43     | ) |                    |   | (261   | )                        |  |   |                   |   |  |   | (304    | )
|Cash provided by (used in) financing activities |  |                                | 1,413   |   |                    |   | (17    | )                        |  |   |                   |   |  |   | 1,396   |  



9



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##### Table of Contents

ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|                                |  |                                  |       |   |                    |   |                          |  |   |                   |   |  |   |        |  
|------------------------------- |  | -------------------------------- | ----- | - | ------------------ | - | ------------------------ |  | - | ----------------- | - |  | - | ------ | -
|                                |  | Three months ended June 30, 2004 |      
|                                |  | Parent                           |       |   | CombinedGuarantors |   | ConsolidatingAdjustments |  |   | ConsolidatedTotal |  
|                                |  | (in thousands)                   |      
|Sales, net                      |  | $                                | 9,196 |   |                    | $ | 42,301                   |  | $ | (669              | ) |  | $ | 50,828 |  
|Gross profit                    |  |                                  | 3,377 |   |                    |   | 5,555                    |  |   |                   |   |  |   | 8,932  |  
|(Loss) income before income tax |  |                                  | (693  | ) |                    |   | 1,620                    |  |   | (1,620            | ) |  |   | (693   | )
|Net (loss) income               |  |                                  | (426  | ) |                    |   | 907                      |  |   | (907              | ) |  |   | (426   | )
|                                | 
|                                |  | Three months ended June 30, 2003 |      
|                                |  | Parent                           |       |   | CombinedGuarantors |   | ConsolidatingAdjustments |  |   | ConsolidatedTotal |  
|                                |  | (in thousands)                   |      
|Sales, net                      |  | $                                | 6,951 |   |                    | $ | 24,698                   |  | $ | 95                |   |  | $ | 31,744 |  
|Gross profit                    |  |                                  | 2,448 |   |                    |   | 5,411                    |  |   |                   |   |  |   | 7,859  |  
|(Loss) income before income tax |  |                                  | (592  | ) |                    |   | 1,858                    |  |   | (1,858            | ) |  |   | (592   | )
|Net (loss) income               |  |                                  | (384  | ) |                    |   | 1,085                    |  |   | (1,085            | ) |  |   | (384   | )



The direct and
non-direct, non-guarantor subsidiaries, in terms of assets, equity, income, and cash flows, on an individual and combined basis are inconsequential.



Separate financial statements of the Guarantors are not presented because management has determined that these would not be material to investors.



7.    Contingencies



The Company has claims against others, and there are claims by others
against it, in a variety of matters arising out of the conduct of the Companys business. The ultimate resolution of all such claims would not, in the opinion of management, have a material effect on the Companys financial position, cash
flows or results of operations.



8.    Adoption of
Accounting Principles



In May 2003 the FASB issued SFAS
No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics
of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances).



The Company implemented the provision of SFAS No. 150 in the first quarter of 2004. Through the implementation of SFAS No.
150 the Company has classified its redeemable preferred stock units and redeemable preferred stock as liabilities. The corresponding dividend amounts to be paid to holders is recorded as interest expense beginning in the first quarter of 2004.



9.    Reclassification



Certain amounts in the 2003 financial statements have been reclassified to
conform to the 2004 presentation.



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##### Table of Contents

ITEM 2.    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Results of Operations



Three Months Ended June 30, 2004 Compared to Three Months Ended June 30, 2003



Net Sales: Net sales for the quarter ended June 30, 2004 increased $19.1 million, or 60.1%, to $50.8 million from
$31.7 million for the corresponding period in 2003. The Engineering Services Segments sales increased $14.0 million or 155.3% to $23.0 million for the quarter ended June 30, 2004 from $9.0 million for the quarter ended June 30, 2003. For the
quarter ended June 30, 2004 the Company had three larger projects with sales in excess of $1.0 million, totalling $14.5 million in sales, compared to two such projects totalling $3.6 million in sales for the quarter ended June 30, 2003. The
Manufactured Products Segments sales increased $5.1 million, or 22.4%, primarily due to increased sales of fasteners, centrifuges and screens partially offset with decreased industrial capital equipment sales.



Gross Profit: Gross profit for the quarter ended June 30, 2004
increased $1.0 million, or 13.7%, to $8.9 million from $7.9 million for the corresponding period in 2003. As a percentage of net sales, the gross profit decreased to 17.6% for the quarter ended June 30, 2004 from 24.8% for the corresponding period
in 2003. The decrease resulted from a reduction in margin on a project within the Engineering Services Segment due to higher than anticipated construction costs.



Selling, General and Administrative Expenses: Selling, general and administrative expenses of the Company for the
quarter ended June 30, 2004 of $6.9 million were $1.0 million, or 16.5%, higher than the selling and administrative expenses of $5.9 million for the corresponding period in 2003 mainly due to higher payroll related expenses, proposal costs, and
commission expenses on a large foreign manufacturing job. As a percentage of net sales, selling, general and administrative expenses decreased from 18.6% for the quarter ended June 30, 2003 to 13.5% for the quarter ended June 30, 2004 due to the
increased sales level.



Interest Income:Interest income
of the Company for the quarter ended June 30, 2004 of $0.2 million approximated the corresponding period ended June 30, 2003.



Interest Expense:Interest expense of the Company for the quarter ended June 30, 2004 of $2.9 million increased $0.2 million or 7.4% from $2.7
million for the corresponding period in 2003. This increase was due to interest recorded on the Companys preferred stock, and preferred stock units beginning in 2004 in accordance with FASB No. 150.



Benefit for Income Taxes: Benefit for income taxes of the Company for
the quarter ended June 30, 2004 of $0.3 million compared to $0.2 million for the quarter ended June 30, 2003. The increase of $0.1 million was due to the larger loss before income taxes for the quarter ended June 30, 2004.



Net Loss: The net loss for the Company for the quarter ended June 30,
2004 of $0.4 million approximated the quarter ended June 30, 2003 results for the reasons discussed above.



Six Months Ended June 30, 2004 Compared to Six Months Ended June 30, 2003



Net Sales: Net sales for the six months ended June 30, 2004 increased $43.0 million, or 71.5%, to $103.2 million from
$60.2 million for the corresponding period in 2003. The Engineering Services Segments sales increased $35.3 million, or 228.8% from $15.4 million for the six months ended June 30, 2003 to $50.7 million for the six months ended June 30, 2004,
due to the timing and size of projects. For the six months ended June 30, 2004 the Company had seven projects with sales over $1.0 million, totalling $41.0 million in sales, compared to five such projects totalling $8.1 million in sales for the six
months ended June 30, 2003. The Manufactured Products Segments sales increased $7.7 million from $44.8 million for the six months ended June 30, 2003 to $52.5 million for the six months ended June 30, 2004, with increased sales of fasteners,
centrifugal dryers, and screens, partially offset with decreased sales of industrial capital equipment.



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##### Table of Contents

Gross Profit: Gross profit for the six months ended June 30, 2004 increased $3.2 million, or
21.2%, to $18.2 million from $15.0 million for the corresponding period in 2003. The increase resulted from the higher sales level, partially offset with a lower margin earned as a percentage of net sales. As a percentage of net sales, the gross
profit decreased to 17.7% for the six months ended June 30, 2004 from 25.0% for the corresponding period in 2003. The Engineering Services Segment had a gross profit margin as a percentage of net sales of 5.2% for the six months ended June 2004
compared to 16.9% for 2003. During the six months ended June 2004 the Engineering Services Segment had reduced the margin on a project due to higher than anticipated construction costs. The Manufactured Products Segment had a gross profit margin as
a percentage of net sales of 29.7% in 2004 compared to 27.8% for the six months ended June 30, 2003. This increased margin as a percentage of net sales was mainly due to the increased sales level.



Selling, General and Administrative Expenses: Selling, general and
administrative expenses of the Company for the six months ended June 30, 2004 of $13.5 million were $1.5 million, or 12.9% higher than the selling, general and administrative expenses for the corresponding period in 2003 mainly due to higher payroll
related expenses, bad debt expense, proposal costs, and commission expenses on a large foreign manufacturing job.



Interest Income: Interest income of the Company of $0.3 million for the six months ended June 30, 2004 approximated the corresponding period in
2003.



Interest Expense:Interest expense of the Company
for the six months ended June 30, 2004 of $5.8 million was $0.5 million or 10.1% higher than the interest expense of $5.3 million for the corresponding period in 2003. This increase was due to interest expense recorded on the Companys
preferred stock, and preferred stock units beginning in 2004 in accordance with FASB No. 150.



Benefit for Income Taxes: Benefit for income taxes of the Company for the six months ended June 30, 2004 of $0.3 million compared to $0.7 million for the six months ended June 30, 2003. The decrease of $0.4
million was due to the smaller loss before income taxes for the six months ended June 30, 2004.



Net Loss: The net loss for the Company for the six months ended June 30, 2004 decreased to $0.4 million compared to $1.2 million for the six months
ended June 30, 2003 for the reasons discussed above.



Liquidity and Capital
Resources



Net cash used by operating activities for the
six months ended June 30, 2004 of $9.2 million was used by increased accounts receivable, inventories, prepaid expenses and other assets, and decreased accounts payable, partially offset with cash generated from net loss adjusted for non-cash
charges, and increased accrued expenses, preferred stock, and preferred stock units. Included in non-cash charges for the six months ended June 30, 2004 was depreciation of $1.3 million and other non-cash charges of $0.4 million, partially offset
with pension overfunding income of $0.4 million. Cash flows from operations for any specific period are often materially affected by the timing and amounts of cash receipts and cash disbursements related to engineering services projects.



Cash used in investing activities for the six months ended June 30, 2004
of $0.4 million consisted of capital expenditures resulting from the Companys regular practice of upgrading and maintaining its equipment base and facilities.



Cash provided by financing activities for the six months ended June 30, 2004 of $6.9 million consisted of borrowings on the
Companys revolver loan of $7.9 million, partially offset with the repayment of $1.0 million on the Companys term loans.



The Companys liquidity requirements, both long term (over one year) and short term, are for working capital, capital expenditures and debt service.
The primary source for meeting these needs has been funds provided by operations and funds available under the Loan and Security Agreement. The Company anticipates with improved operating results that funds provided by future operations and
available credit will be sufficient to meet its anticipated debt service requirements, working capital needs and capital expenditures.



12



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##### Table of Contents

Backlog



The Companys backlog consists primarily of that portion of engineering services contracts that have been awarded but not performed and also includes
open manufacturing orders. Backlog at June 30, 2004 was $88.3 million. Approximately $16.8 million relates to the Manufactured Products Segment, with the remainder of $71.5 million relating to the Engineering Services Segment. A substantial majority
of current backlog is expected to be realized in the next twelve months.



Safe Harbor



Statements herein
regarding the Companys ability to meet its liquidity requirements, and the Companys expected realization of current backlog constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Act of
1934. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Further, statements herein regarding the Companys performance in future periods are subject to
risks relating to, deterioration of relationships with, or the loss of material customers or suppliers, possible product liability claims, decreases in demand for the Companys products, adverse changes in general market and industry conditions
and any resulting inability to comply with the financial covenants imposed by the Companys credit agreement. Management believes these forward-looking statements are reasonable; however, undue reliance should not be placed on such
forward-looking statements, which are based on current expectations.



ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



The Company continues to use its United States reputation to generate sales in international markets. In the six months ended June 30, 2004 approximately
10% of the Companys net sales were attributable to services provided or products sold for use outside the United States, primarily to Australia. A portion of these net sales and cost of sales is derived from international operations which are
conducted in foreign currencies. Changes in the value of these foreign currencies relative to the U.S. dollar could adversely affect the Companys business, financial condition, results of operation and debt service capability. Sales from the
Australia office of Roberts & Schaefer are usually denominated in Australian dollars. The majority of the Companys foreign sales and costs originated outside the Australia office of Roberts & Schaefer are denominated in U.S. dollars.
With respect to transactions denominated in foreign currencies, when possible the Company attempts to mitigate foreign exchange risk by contractually shifting the burden of the risk of currency fluctuations to the other party to the transactions. It
has been the Companys historic practice to conduct international sales in accordance with the foregoing. There can be no assurance that the Companys strategies will ensure that the Company will be fully protected from foreign exchange
risk. Foreign sales, particularly construction management projects undertaken at foreign locations, are subject to various risks, including exposure to currency fluctuations, political, religious and economic instability, local labor market
conditions, the imposition of foreign tariffs and other trade barriers, and changes in governmental policies. There can be no assurance that the Companys foreign operations, or expansion thereof, would not have a material adverse effect on the
Companys business, financial condition, results of operations and debt service capability.



ITEM 4.    CONTROLS AND PROCEDURES



Elgin National Industries Inc. management, including the Chief Executive Officer and the Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant
to Exchange Act Rule 13a-14 as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures are effective in ensuring
that all material information required to be filed in this quarterly report has been made known to them in a timely fashion. There have been no significant changes in internal controls, or in other factors that could significantly affect internal
controls, subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evalution.



13



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##### Table of Contents

PART II



ITEM 1.    LEGAL PROCEEDINGS



The Company and its subsidiaries are involved in legal proceedings from time to time in the ordinary course of its business. As of the date of this filing, neither the Company nor any of its subsidiaries are a party
to any lawsuit or proceeding which, individually or in the aggregate, in the opinion of management, is reasonably likely to have a material adverse effect on the financial condition, results of operation or cash flow of the Company.



ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS



None



ITEM 3.    DEFAULTS UPON SENIOR SECURITIES



None



ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None



ITEM 5.    OTHER INFORMATION



None



ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K



None



14



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##### Table of Contents

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.



ELGIN NATIONAL INDUSTRIES, INC.By:

/S/    WAYNE J. CONNERName:

Wayne J. ConnerTitle:

Vice President, Treasurer, and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)




Dated: August 13, 2004



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##### Table of Contents

INDEX TO EXHIBITS



|              |  |                                                                                                                                                                                                                                                                                                                           |  |                   |  
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | -
|ExhibitNumber |  | Document Description                                                                                                                                                                                                                                                                                                      |  | FootnoteReference |  
|3.1           |  | Certificate of Incorporation of Elgin National Industries, Inc.                                                                                                                                                                                                                                                           |  | (3                | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|3.2           |  | Bylaws of Elgin National Industries, Inc.                                                                                                                                                                                                                                                                                 |  | (3                | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|4.1           |  | Indenture dated November 5, 1997, between Elgin National Industries, Inc., subsidiaries and Norwest Bank Minnesota, as Trustee.                                                                                                                                                                                           |  | (2                | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|4.2           |  | Form of 11% Senior Note due 2007 (included in Exhibit 4.1).                                                                                                                                                                                                                                                               |  | (2                | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|4.3           |  | Registration Rights Agreement dated November 5, 1997, by and among Elgin National Industries, Inc., certain of its subsidiaries, and BancAmerica Robertson Stephens and CIBC Wood Gundy
Securities Corp.                                                                                                                  |  | (3                | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|4.4           |  | Form of Subsidiary Guaranty (included in Exhibit 4.1).                                                                                                                                                                                                                                                                    |  | (2                | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|10.1          |  | Credit Agreement dated as of September 24, 1993, as Amended and Restated as of November 5, 1997, by and among Elgin National Industries, Inc., various financial institutions, and Bank of
America National Trust and Savings Association, individually and as agent.                                                     |  | (2                | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|10.2          |  | Employment and Non-Competition Agreement dated as of November 5, 1997, between Elgin National Industries, Inc. and Fred C. Schulte.*                                                                                                                                                                                      |  | (2                | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|10.3          |  | Employment and Non-Competition Agreement dated as of November 5, 1997, between Elgin National Industries, Inc. and Charles D. Hall.*                                                                                                                                                                                      |  | (2                | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|10.4          |  | Employment and Non-Competition Agreement dated as of November 5, 1997, between Elgin National Industries, Inc. and Wayne J. Conner.*                                                                                                                                                                                      |  | (2                | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|10.5          |  | The Elgin National Industries, Inc. Supplemental Retirement Plan dated as of 1995, and effective January 1, 1995.*                                                                                                                                                                                                        |  | (3                | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|10-6          |  | Credit Agreement dated as of September 24, 1993, as Amended and Restated as of January 18, 2001, by and among Elgin National Industries, Inc., various financial institutions, and PNC Bank,
National Association, individually and as agent.                                                                             |  | (4                | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|10-7          |  | First Amendment to Credit Agreement dated as of September 24, 1993, as Amended and Restated as of January 18, 2001, and further amended as of March 1, 2001 by and among Elgin National
Industries, Inc., various financial institutions, and PNC Bank, National Association, individually and as agent.                  |  | (4                | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|10-8          |  | Second Amended to Credit Agreement dated as of September 24, 1993, as Amended and Restated as of January 18, 2001, and further amended as of June 28, 2001 by and among Elgin National
Industries, Inc., various financial institutions, and PNC Bank, National Association, individually and as agent.                   |  | (4                | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|10-9          |  | Third Amendment to Credit Agreement dated as of September 24, 1993, as Amended and Restated as of January 18, 2001, and further amended as of March 31, 2002 by and among Elgin National
Industries, Inc., various financial institutions, and PNC Bank, National Association, individually and as agent.                 |  | (5                | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|10-10         |  | Waiver and Fourth Amendment to Credit Agreement dated as of September 24, 1993, as Amended and Restated as of January 18, 2001, and further amended as of September 30, 2002 by and among Elgin
National Industries, Inc., various financial institutions, and PNC Bank, National Association, individually and as agent. |  | (6                | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|10-11         |  | Loan and Security Agreement, dated February 10, 2003 by and among Elgin National Industries, Inc. and each of its subsidiaries and Foothill Capital Corporation, as lender, Arranger and
administrative agent and Ableco Finance LLC, as lender.                                                                          |  | (7                | )



16



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##### Table of Contents

|              |  |                                                                                                                                                                                                                                                                     |  |                   |  
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | -
|ExhibitNumber |  | Document Description                                                                                                                                                                                                                                                |  | FootnoteReference |  
|10-12         |  | Amendment to Employment and Non-Competition Agreement dated as of January 29, 2003, between Elgin National Industries, Inc. and Charles D. Hall.                                                                                                                    |  | (8                | )
|              |  |                                                                                                                                                                                                                                                                    
|10-13         |  | Amendment to Employment and Non-Competition Agreement dated as of January 29, 2003, between Elgin National Industries, Inc. and Fred C. Schulte.                                                                                                                    |  | (8                | )
|              |  |                                                                                                                                                                                                                                                                    
|10-14         |  | Amendment to Employment and Non-Competition Agreement dated as of January 29, 2003, between Elgin National Industries, Inc. and Wayne J. Conner.                                                                                                                    |  | (8                | )
|              |  |                                                                                                                                                                                                                                                                    
|10-15         |  | First Amendment to Loan and Security Agreement, dated February 19, 2004 by and among Elgin National Industries, Inc. and each of its subsidiaries and Foothill Capital Corporation, as lender,
Arranger and administrative agent and Ableco Finance LLC, as lender. |  | (9                | )
|              |  |                                                                                                                                                                                                                                                                    
|10-16         |  | Second Amendment to Loan and Security Agreement, dated June 30, 2004 by and among Elgin National Industries, Inc. and each of its subsidiaries and Foothill Capital Corporation, as lender,
Arranger and administrative agent and Ableco Finance LLC, as lender.    |  | (1                | )
|              |  |                                                                                                                                                                                                                                                                    
|21            |  | Subsidiaries of Elgin National Industries, Inc.                                                                                                                                                                                                                     |  | (2                | )
|              |  |                                                                                                                                                                                                                                                                    
|31.1          |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                             |  | (1                | )
|              |  |                                                                                                                                                                                                                                                                    
|31.2          |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                             |  | (1                | )
|              |  |                                                                                                                                                                                                                                                                    
|32.1          |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                              |  | (1                | )
|              |  |                                                                                                                                                                                                                                                                    
|32.2          |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                              |  | (1                | )

---

|(1) | Filed within
|--- | ------------

|(2) | Incorporated by reference to Pre-Effective Form S-4 Registration Statement of the Company (File No. 333-43523) filed with the Commission on December 30, 1997.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to Pre-Effective Amendment No. 1 to Form S-4 Registration Statement of the Company (File No. 333-43523) filed with the Commission on January 23, 1998.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to Form 10-Q of the Company (File No. 001-03771) filed with the Commission on August 10, 2001.
|--- | ------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to Form 10-Q of the Company (File No. 001-05771) filed with the Commission on May 15, 2002.
|--- | ---------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to Form 10-Q of the Company (File No. 001-05771) filed with the Commission on November 12, 2002.
|--- | --------------------------------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference to Form 8-K of the Company (File No. 001-05771) filed with the Commission on February 19, 2003.
|--- | -------------------------------------------------------------------------------------------------------------------------

|(8) | Incorporated by reference to Form 10-K of the Company (File No. 001-05771) filed with the Comission on March 27, 2003.
|--- | ----------------------------------------------------------------------------------------------------------------------

|(9) | Incorporated by reference to Form 10-K of the Company (File No. 001-05771) filed with the Comission on March 27, 2004.
|--- | ----------------------------------------------------------------------------------------------------------------------

|* | Management contract or compensatory plan or arrangement.
|- | --------------------------------------------------------



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