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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
_________________
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____.
Commission file number 1-3315
PUBLICKER INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0991870
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1445 East Putnam Avenue, Old Greenwich, Connecticut 06870
(Address of principal executive offices)
(Zip code)
Registrant's telephone number, including area code: (203) 637-4500
Securities Registered Pursuant to Section 12(b) of the Act:Title of each
class Name of each exchange on which registered
Common Stock ($.10 par value) See Item 5
Rights to Purchase Class A Preferred Stock, First Series
Securities Registered Pursuant To Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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-K or any amendment to
this Form 10-K. X
As of January 31, 1997, the aggregate market value of the voting common stock
held by non-affiliates of the registrant was $21,407,986.
Number of shares of Common Stock outstanding as of January 31, 1997:
15,380,585
Documents Incorporated By Reference
Part III, Items 10, 11, 12 and 13 are incorporated by reference from the
registrant's definitive proxy statement to be filed pursuant to Regulation 14A
for the 1997 Annual Meeting of Shareholders.
PART I
ITEM 1. BUSINESS
General
Publicker Industries Inc. (the "Company" or "Publicker") was originally
incorporated in 1913 in the Commonwealth of Pennsylvania and became a public
company in 1946 when its shares were first listed on the New York Stock
Exchange. At that time, the Company was one of the largest alcohol
producers in the world and had over 5,000 employees. The Company remained
profitable until the early 1950s when it began a remarkable decline that
spanned four decades. By early 1985, the Company had only 300 employees
and was badly in need of a capital infusion.
Capital Infusion and Rights Offering - 1985
In April 1985, a group of investors represented by Harry I. Freund and Jay S.
Goldsmith of Balfour Investors Inc. (formerly known as Balfour Securities
Corporation), a merchant banking firm that was then engaged in a general
securities brokerage business ("Balfour"), purchased 1,600,000 shares of common
stock of the Company for $4,000,000. This amount was immediately applied to
reduce the Company's working capital deficit. At that time, Messrs. Freund and
Goldsmith were appointed to the Board of Directors of the Company. Balfour also
received options to purchase an additional 400,000 shares of the Company's
common stock at a price of $2.50 per share for five years, which period was
subsequently extended by ten years. These options are now held directly by
Messrs. Freund and Goldsmith and, to date, have not been exercised.
In an offering that commenced in August 1985, the Company made a pro rata
distribution to its shareholders of rights to buy additional common stock.
Under the rights offering, the Company received net proceeds of approximately
$5,137,000. This amount was primarily used to reduce outstanding accounts
payable and accrued liabilities. By the end of 1985, the Company's working
capital deficit had been reduced to less than $1,000,000 and shareholders equity
had increased to $12,900,000.
Issuance of Subordinated Notes - 1986
In December 1986, the Company issued $30,000,000 principal amount of 13%
Subordinated Notes (the "Subordinated Notes") which, together with the proceeds
from asset dispositions, provided the Company with funds to commence its
acquisition program. Under the terms of the Subordinated Notes, the Company was
required to make annual sinking fund payments of 25% of the principal amount of
the Subordinated Notes in December of 1993, 1994, 1995 and 1996. In April 1996,
the Company prepaid the remaining $7,500,000 that was due in December 1996.
Environmental Litigation
When the Company departed from its historical business of manufacturing and
selling alcohol, in 1985 it ceased operations at its alcohol manufacturing plant
and bulk liquid storage facility in Philadelphia, Pennsylvania. In March 1986,
the Company sold the facility for $3,000,000. The purchaser of the facility, a
wrecking company, commenced demolition at the site and was in the process of
dismantling the facility when it filed for bankruptcy in January 1987. In June
1987, a fire occurred at the facility which gave rise to suspicion that
there had been releases of hazardous substances at the facility. The
United States Environmental Protection Agency (the "EPA") began conducting
remedial actions at the facility in 1987. In December 1990, the EPA
commenced an action in the United States District Court, Eastern District
of Pennsylvania (the "Court"), against the Company and two other parties
seeking recovery of costs incurred by the EPA and other federal agencies in
responding to releases or threatened releases of hazardous substances at the
facility. The Commonwealth of Pennsylvania intervened as a second plaintiff
in 1993, seeking recovery of costs allegedly incurred by the Pennsylvania
Department of Environmental Protection ("PADEP") in responding to such
releases or threatened releases at the facility. In October 1995, the
parties agreed on the final text of a proposed consent decree (the
"Consent Decree") setting forth the terms of a settlement of this
litigation (the "Settlement"). The Consent Decree was entered by the Court in
April 1996 and is considered final.
Under the terms of the Settlement, in April 1995, the Company deposited
$4,500,000 with the clerk of the Court. Upon entry of the Consent Decree by the
Court, the Company made another payment to the Court of $4,500,000, plus
interest. Further payments to the EPA totaling $4,350,000, plus interest, will
be made over the subsequent six years. Pursuant to the Settlement, the Company
will pay the Commonwealth of Pennsylvania a total of $1,000,000, consisting of
an initial payment of $350,000, which the Company made in May 1996, plus four
annual payments of $162,500 each, plus interest. These payments will settle of
all of the EPA's and PADEP's claims against the Company and the Company's
counterclaims against the EPA relating to the Philadelphia site, subject only to
certain "reopener" provisions in the event of future discovery of certain
defined types of presently unknown conditions or information pertaining to
the site. During 1993, the Company recorded a liability of $14,350,000
which covered the costs of Settlement.
Acquisitions and Dispositions - 1987 to 1996
Beginning in 1987, the Company entered a period of acquiring and disposing
of businesses. In September 1987, the Company acquired Golding Industries, Inc.
("Golding") for $25,000,000 in cash. It subsequently sold Golding in March 1989
for the aggregate sale price of $43,500,000. In late 1990 and early 1991, the
Company completed the acquisition of ten businesses from a subsidiary of Hanson
PLC for an aggregate purchase price of $31,800,000.
From 1992 through early 1995, the Company undertook a series of dispositions
of businesses and selected assets including the following: the liquidation of
KSI Systems, Inc. in 1992; the sale of American Cryogas Industries, Inc. for
$14,000,000 and the liquidation of Nevco Housewares, Inc. in 1993; the sales
of Douglas-Randall, Inc. for $831,000 and Chatas Glass, Inc. for $290,000 in
1994; and, in 1995, the sale of Associated Testing Laboratories, Inc. for
$2,240,000.
This series of dispositions left the Company with the following businesses:
Bright Star Industries Incorporated ("Bright Star"), Fenwal Electronics, Inc.
("Fenwal"), Masterview Window Company, Inc. ("Masterview"), Greenwald
Industries, Inc. ("Greenwald") and Orr-Schelen-Mayeron & Associates,
Inc. ("OSM"). On February 16, 1996, the Company sold substantially all
of the assets of Bright Star, a manufacturer and distributor of flashlights
and lanterns, for $5,540,000, to a company formed by an affiliate of
BancBoston Capital and an investor group. On March 29, 1996, the Company
sold substantially all of the assets of Fenwal, a designer and manufacturer
of negative temperature coefficient thermistors and thermistor assemblies,
for $26,483,000, to Elmwood Sensors, Inc., an affiliate of BTR Dunlop, Inc.
On October 31, 1996, the Company completed the sale of substantially all of
the assets of Masterview, a manufacturer of aluminum windows and doors, for
$15,748,000 to an affiliate of BancBoston Capital. In each instance, the
buyer also assumed certain liabilities, including accounts payable,
accrued liabilities and obligations under leases, contracts and agreements. The
sales of Bright Star, Fenwal and Masterview resulted in an aggregate pre-tax
gain of $22,042,000. Following such sales, the Company's businesses consist of
Greenwald and OSM. See "Description of Business."
These dispositions were consummated generally in order to consolidate the
Company's operations and improve liquidity. The funds generated by the
dispositions enabled the Company to satisfy certain sinking fund obligations
under the Company's Subordinated Notes and to meet the costs associated with the
environmental litigation. In addition, the dispositions generated funds to be
used in connection with the Company's acquisition strategy.
Financing Arrangement - 1995
On October 11, 1995, the Company and certain of it subsidiaries entered into
a three-year credit agreement (the "Loan Agreement") providing for a $13,161,000
revolving credit line ("Revolver"), a $1,750,000 credit facility for future
capital expenditures, and a term loan of $2,149,000 ("Term Notes"). The initial
drawdown under the Loan Agreement of $7,449,000, together with existing cash,
was used to repay a credit facility at one of the Company's subsidiaries and to
satisfy the Company's $7,500,000 December 1995 sinking fund obligation under the
Subordinated Notes. In connection with the sale of businesses in 1996, the
outstanding borrowings under the Revolver and the Term Notes related to
Masterview, Fenwal and Bright Star were repaid. On February 28, 1997, the
Company repaid the remaining balances outstanding under the Revolver and Term
Notes and terminated the Loan Agreement.
Business Strategy
From time to time during the past several years, the Company has considered
the sale of certain of its operating subsidiaries as part of its overall
business strategy. In making the decision in late 1995 to sell Bright
Star, Fenwal and Masterview, the Company's Board of Directors considered
the following factors:
Future Business Acquisitions-- For the fiscal years ended December 31,
1995, 1994 and 1993, the Company reported net losses of approximately
$300,000, $2,300,000 and $9,400,000, respectively. The Company recognized
the need to improve earnings per share for shareholders. In evaluating
the financial condition of the Company and considering ways in which the
Company could improve operating results, the Board of Directors concluded
that the Company is more likely to be able to generate significant taxable
income through the acquisition of new businesses. The sales of Bright
Star, Fenwal and Masterview generated capital for the acquisition of such
businesses.
Liquidity-- By the end of 1995, the Company was obligated or expected to
become obligated to make payments in 1996 of (i) $7,500,000 under the
Subordinated Notes due in December, and (ii) approximately $5,000,000 in
the aggregate to the EPA and Commonwealth of Pennsylvania under the terms
of the Settlement of the Company's environmental litigation upon entry by
the Court of the Consent Decree. In addition, outstanding borrowings
under the Loan Agreement amounted to $5,600,000 at December 31, 1995.
Favorable Sale Market-- The Company believed that the current market for
corporate acquisitions was favorable to sellers. This belief was based on
several factors having the combined effect of increased sale prices.
These factors included a high level of activity in the mergers and
acquisition market in recent years and a substantial amount of available
equity capital and a willing institutional lending market providing
financing for acquisitions.
As mentioned above, in 1996, the Company met its obligations under the terms
of the Settlement of the environmental litigation and also accelerated the final
payment due under the Subordinated Notes. Also, on February 28, 1997, the
Company repaid the remaining balances outstanding under the Revolver and Term
Notes and terminated the Loan Agreement. As of February 28, 1997, the Company
had approximately $16,000,000 in cash on hand. The Company intends to use such
funds, together with other potential borrowings, to seek out and acquire one or
more businesses. The Company has not yet identified any potential acquisition
candidates or determined the amount or source of any indebtedness which would be
incurred to finance future acquisitions.
Description of Business
The Company operates in two business segments: manufacturing and services.
Detailed descriptions and general developments of the business conducted by each
segment follows:
Manufacturing
The Company's manufacturing segment consists of one subsidiary company -
Greenwald Industries, Inc. Greenwald designs and manufactures coin meter
systems used primarily in the commercial laundry appliance industry. In
addition, Greenwald's products are also sold to the vending, amusement and
car wash industries. Greenwald's sales are made to original equipment
manufacturers as well as distributors and route operators. Established in
1954, Greenwald has developed an outstanding reputation and believes that it
is the leading manufacturer in its market. The primary raw material used by
Greenwald includes rolled and strip steel, metal stamped parts and certain
electronic components, all of which are readily available from multiple
sources. Certain of Greenwald's products are manufactured overseas under
the company's patented designs and proprietary tooling. The Company believes
that an interruption in the supply of imported products would have a negative
short-term impact. However, production of such products can be sourced from
other vendors. Greenwald successfully competes against several other
companies due to its reputation for selling higher quality coin handling
equipment at competitive prices. Among Greenwald's customers are several
large original equipment manufacturers. Greenwald experiences a certain
degree of seasonality with sales declines typically occurring during the
summer months. In December 1995, Greenwald purchased a facility in Chester,
Connecticut and in the second quarter of 1996 relocated its office and
manufacturing operations from Brooklyn, New York.
Services
The Company's services segment consists of one subsidiary company -
Orr-Schelen-Mayeron & Associates, Inc. OSM provides general engineering, design
and architectural services. OSM is headquartered in Minneapolis, Minnesota and
operates a branch office in Eau Claire, Wisconsin. OSM's primary customer base
is located in the midwestern United States. OSM's capabilities include all
facets of engineering of general construction projects as well as environmental,
transportation and water resource management engineering services. OSM is one
of the largest firms of its type in the Minneapolis area. Competition for the
OSM's services are characterized primarily by reputation, quality of work and
cost effectiveness. As of December 31, 1996 and 1995, OSM had contract backlogs
of approximately $4,400,000 and $4,900,000, respectively. Substantially all of
OSM's backlog is expected to be completed in 1997.
Employees
As of December 31, 1996, the Company had approximately 230 employees engaged
in manufacturing operations, engineering, marketing, sales, service, and
administrative activities.
Due to its relocation in 1996, Greenwald replaced approximately 80% of its
workforce. Greenwald has experienced a low employee turnover rate subsequent to
the move. OSM experienced a high employee turnover rate in late 1995 and 1996
due to a change in business conditions and management.
Segment Information
During 1996, the Company operated in two business segments: manufacturing and
services. Information about the Company's operations by segment for the years
ended December 31, 1996, 1995 and 1994 is presented in the following table. For
1996, 1995 and 1994 the Company had export sales of approximately $805,000,
$1,259,000 and $1,607,000, respectively. Such sales were primarily to Canada
and the Far East.
Financial Information Relating to Industry
Segments and Classes of Products
(in thousands of dollars)
1996 1995* 1994*
Net sales to unaffiliated customers:
Manufacturing
$ 15,486 $16,680 $ 16,015
Services 8,657 10,276 11,884
$ 24,143 $ 26,956 $ 27,899
Income (loss) from operations:1
Manufacturing $ (286) $ 1,926 $ 1,043
Services (366) (524) 798
Corporate and other (4,754) (3,885) (3,541)
$ (5,406) $ (2,483) $ (1,700)
Identifiable Assets:
Manufacturing
$ 8,823 $ 9,110 $ 7,160
Services 3,316 4,006 5,653
Corporate and other 20,956 22,442 25,701
$ 33,095 $ 35,558 $ 38,514
Depreciation and Amortization Expense:
Manufacturing $ 337 $ 241 $ 214
Services 258 281 241
Corporate and other 189 198 345
$ 784 $ 720 $ 800
Capital Expenditures:
Manufacturing $ 1,109 $ 2,197 $ 152
Services 57 162 297
Corporate and other 38 396 5
$1,204 $ 2,755 $ 454
(1) Before interest income, interest expense and items of a nonoperating
nature. The 1996 loss from operations for the manufacturing segment
includes a special charge of $1,596,000 associated with Greenwald's plant
relocation.
* Restated for discontinued operations. See Note 2 of the Notes to
Consolidated Financial Statements.
ITEM 1A. EXECUTIVE OFFICERS OF THE REGISTRANT (See Item 10
herein)
The following table sets forth information about the executive officers of
the Company as of March 1997. The business address of each executive officer
is the address of the Company, 1445 East Putnam Avenue, Old Greenwich,
Connecticut 06870, and each executive officer is a United States citizen.
Name Age Office and Position
James J. Weis 48 President, Chief Executive Officer
and Director
Antonio L. DeLise 35 Vice President, Chief Financial Officer
and Secretary
There is no family relationship between any of the executive officers of the
Company. Each officer is elected to serve for a term ending with the next
annual meeting of shareholders.
Mr. Weis joined the Company in September 1984 as Assistant to the President.
Mr. Weis was elected Vice President in November 1984, Chief Financial Officer
and Secretary in April 1986, Executive Vice President-Finance in August 1989 and
President, Chief Executive Officer and Director on March 8, 1995.
Mr. DeLise, a Certified Public Accountant, joined the Company in April 1995
as Vice President, Chief Financial Officer and Secretary. Prior to joining the
Company, Mr. DeLise was employed as a Senior Manager with the firm of Arthur
Andersen LLP and had been with such firm from July 1983 through March 1995.
ITEM 2. PROPERTIES
Operating Properties
The Company owns and leases various properties that are suitable and adequate
for its present needs. All of the Company's active facilities are generally
being fully utilized.
Greenwald Industries, Inc.
Greenwald owns a building of approximately 119,000 square feet containing
manufacturing and office space in Chester, CT. This facility includes 27 acres
of land.
Orr-Schelen-Mayeron & Associates, Inc.
OSM leases approximately 34,000 square feet of office space in Minneapolis,
Minnesota, under a lease expiring in 2002. OSM also leases approximately 1,000
square feet of office space in Eau Claire, Wisconsin, under a lease expiring in
2000.
Executive Offices
The Company's executive offices are located in approximately 3,000 square
feet of space in Old Greenwich, Connecticut, and are occupied under a lease
expiring in February 1999. The Company also maintains approximately 2,600
square feet of office space, for general corporate purposes, in New York City
under a lease expiring in 2004.
ITEM 3. LEGAL PROCEEDINGS
Various legal proceedings are pending against the Company. The Company
considers all such proceedings to be ordinary litigation incident to the
character of its businesses. Certain claims are covered by liability
insurance. The Company believes that the resolution of those claims to
the extent not covered by insurance will not, individually or in the
aggregate, have a material adverse effect on the financial position or
results of operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
SECURITY HOLDER MATTERS
(a) On July 11, 1996, the New York Stock Exchange ("NYSE") announced
that trading in the Company's common stock would be suspended before
the opening of trading on August 1, 1996. The NYSE staff indicated
that its decision to delist was based on consideration of certain
qualitative listing criteria, including the reduction in operations
due to recent and proposed subsidiary sales, as well as the Company's
failure to meet certain quantitative listing criteria, including
average net income for the last three years and net tangible assets.
On August 1, 1996, the Company's common stock began trading on the OTC
Bulletin Board under the symbol PLKR. The Company filed an appeal of
the NYSE staff decision. On November 11, 1996, the NYSE Board of
Directors' Committee for Review affirmed the staff decision to delist
the Company's common stock.
The high and low sales prices of the Company's common stock during
1995 and 1996 are shown below:
1995
1996
High Low High Low
First Quarter $ 2 3/8 $ 1 7/8 $ 2 7/8 $ 2 1/8
Second Quarter 2 1/8 1 3/4 2 1/2 1 7/8
Third Quarter 2 1 5/8 2 1 1/4
Fourth Quarter 2 3/8 1 1/2 1 3/4 1 3/8
(b) There were approximately 3,235 registered holders of record of common
stock of the Company as of January 31, 1997.
(c) The Company did not
pay dividends on its common stock during the prior five fiscal years
and does not anticipate paying dividends in the foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data of the Company presented below for the five year
period ended December 31, 1996, have been derived from the consolidated
financial statements of the Company, which have been audited by Arthur
Andersen LLP. The information set forth below should be read in
conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Company's Consolidated
Financial Statements and the Notes thereto included elsewhere in this report.
Year Ended December 31,
1996 1995* 1994* 1993* 1992*
(In thousands, except per share amounts)
Income Statement Data:Net sales $ 24,143 $26,956 $ 27,899 $ 26,716 $25,349
Income (loss) from operations1 (5,406)2 (2,483) (1,700) (3,216) (2,731)
Income (loss) from continuing
operations (3,704)3 (5,266)4 (5,052)5 (21,698)6 (7,616)7
Income (loss) from discontinued
operations 1,916 4,975 2,763 3,944 3,284
Gain on sale of discontinued
operations, net 12,783 - - 8,307 -
Net income (loss) $ 10,995 $ (291) $(2,289) $(9,447) $(4,332)
Per common share:
Income (loss) from continuing
operations $ (.21) $ (.36) $ (.34) $(1.50) $ (.53)
Income (loss) from discontinued
operations .86 .34 .19 .85 .23
Net income (loss) per common share $.65 $ (.02) $(.15) $(.65) $ (.30)
December 31,
1996 1995* 1994* 1993* 1992*
(In thousands)
Balance Sheet Data:
Working capital $ 17,434 $ 2,113 $ 15,753 $ 29,461 $ 31,274
Total assets 33,095 35,558 38,514 48,932 46,940
Total debt8 1,762 10,556 14,869 22,082 25,557
Other non-current liabilities 10,761 11,390 16,509 21,555 6,504
Shareholders' equity9 13,996 (2,594) (2,616) (340) 9,082
(1) Represents income (loss) before interest income, interest expense and
items of a nonoperating or nonrecurring nature.
(2) The 1996 loss from operations includes a special charge of $1,596,000
associated with Greenwald's plant relocation.
(3) Includes cost of pensions - nonoperating of $769,000 and legal
settlements and other income of $156,000.
(4) Includes cost of pensions - nonoperating of $744,000, legal settlements
and costs of $365,000 and a gain from repurchase of notes of $75,000.
(5) Includes cost of pensions - nonoperating of $768,000, legal settlements
and costs of $507,000 and a gain from repurchase of notes of $640,000.
(6) Includes cost of pensions - nonoperating of $776,000,
legal settlements and costs of $14,791,000 and a gain from
repurchase of notes of $370,000.
(7) Includes cost of pensions - nonoperating of $930,000, legal settlements
and costs of $790,000 and a gain from repurchase of notes of $352,000
(8) Includes current maturities of long term debt and revolving credit
line borrowing.
(9) No dividends on common shares have been declared or paid during the
last five years.
* Restated for discontinued operations. See Note 2 of the Notes to
Consolidated Financial Statements.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Year Ended December 31, 1996 Compared to Year Ended December 31, 1995
For the year ended December 31, 1996, Publicker had consolidated sales of
$24,143,000 compared to $26,956,000 for 1995. The decrease in sales was due to
a 13% decrease in volume offset by a 3% increase in selling prices. The
Company's loss from operations for 1996 totaled $5,406,000 compared to
$2,483,000 for 1995.
The Company reported net income of $10,995,000 or $.65 per share for 1996 and
a net loss of $291,000 or $.02 per share for 1995. The 1996 results included a
loss from continuing operations of $3,704,000 or $.21 per share and income and
gains from discontinued operations of $14,699,000 or $.86 per share. The 1995
results included a loss from continuing operations of $5,266,000 or $.36 per
share and income from discontinued operations of $4,975,000 or $.34 per share.
For the year ended December 31, 1996, cost of sales and services of
$18,046,000 decreased by approximately 10% from $20,012,000 in 1995. The
decrease in cost of sales and services was principally due to reduced sales
volume.
Selling expenses of $1,144,000 in 1996 were comparable to $1,193,000 in 1995.
General and administrative expenses for the year ended December 31, 1996
increased by approximately 6% to $8,763,000 from $8,234,000 for 1996. The
increase relates to higher consulting and professional fees.
Interest income and interest expense were favorably impacted in 1996 by the
proceeds received from the sales of several businesses. Interest income
increased to $476,000 for 1996 compared to $138,000 for 1995 due to higher
amounts of investible cash. Interest expense decreased to $847,000 during 1996
compared to $1,887,000 for 1995 due to repayments of the Company's Subordinated
Notes and Revolver and Term Notes in 1996.
Sales for the Company's manufacturing segment (which consists of one
subsidiary company - Greenwald) totaled $15,486,000 as compared to $16,680,000
in 1995. The sales decline was attributable to a disruption in business
activities caused by Greenwald's move to a newly acquired facility in Chester,
Connecticut in early 1996. The move was completed by April 30, 1996. This
segment had a loss from operations of $286,000 for 1996 compared to income of
$1,926,000 for the prior year. The decrease in operating income of $2,212,000
is primarily attributable to a $1,596,000 special charge associated with
Greenwald's move, a $372,000 write down of certain obsolete inventories and a
disruption in business activities caused by the move.
Revenues for the Company's services segment (which consists of one subsidiary
company - OSM) decreased by 16% to $8,657,000 for 1996 from $10,276,000 in
1995. The revenue decline was primarily due to a significant reduction in
production employee headcount versus 1995. The services segment had a loss
from operations of $366,000 for 1996 as compared to a loss of $524,000 for
1995 as a result of a high level of employee turnover and non-billable time
and loss recognition on a number of contracts.
On October 31, 1996, the Company completed the sale of substantially all of
the assets of Masterview for $15,748,000, plus the assumption of certain
liabilities. The buyer paid $13,929,000 in cash at closing and deposited
$1,076,000 in escrow. An additional $1,043,000 in cash was received on February
28, 1997, consisting of the purchase price adjustment of $743,000 and escrow
release of $300,000. Of the remaining $776,000 balance of the purchase price,
$300,000 will be held in escrow for one year from closing to cover potential
indemnity claims. The balance of the purchase price, or $476,000, will be held
in escrow and released as the Company expends funds for certain environmental
remediation activities. On March 29, 1996, the Company sold substantially all
of the assets of Fenwal for $26,483,000 in cash, plus the assumption of certain
liabilities. On February 16, 1996, the Company sold substantially all of the
assets of Bright Star for $5,540,000, plus the assumption of certain
liabilities. Of the purchase price, $100,000 was held in escrow for one year to
cover potential indemnity claims. This amount was released from escrow on
February 18, 1997. The aggregate pre-tax gain on the sales of Masterview,
Fenwal and Bright Star of $22,042,000 was offset by a provision for income
taxes of $9,259,000, of which $6,468,000 has been credited directly to
additional paid-in capital due to the utilization of pre corporate
reorganization tax loss carryforwards.
Year Ended December 31, 1995 Compared to Year Ended December 31, 1994
Publicker's consolidated sales of $26,956,000 for the year ended December 31,
1995 decreased by approximately 3% from $27,899,000 for 1994. The decrease in
sales was due to a 5% decrease in volume offset by a 2% increase in selling
prices. The Company's loss from operations for 1995 totaled $2,483,000 compared
to $1,700,000 for 1994. The Company reported a net loss of $291,000 or $.02 per
share for 1995 compared to a net loss of $2,289,000 or $.15 per share for 1994.
The 1995 results included income from discontinued operations of $4,975,000 or
$.34 per share. The 1994 results included income from discontinued operations
of $2,763,000 or $.19 per share.
For the year ended December 31, 1995, cost of sales and services of
$20,012,000 decreased by approximately 2% from $20,511,000 in 1994.
The decrease in cost of sales and services was due to productivity
increases in the Company's manufacturing segment.
Selling expenses were $1,193,000 in 1995 compared to $1,288,000 in 1994.
General and administrative expenses for the year ended December 31, 1995
increased by approximately 6% to $8,234,000 from $7,800,000 for 1994. The
increase related to higher directors' fees and rental expense.
Interest income decreased to $138,000 for 1995 compared to $309,000 for 1994
due to lower amounts of investible cash. Interest expense decreased by
approximately 38% to $1,887,000 during 1995 compared to $3,026,000 for 1994 due
to repayments of the Company's Subordinated Notes in 1994.
Sales for the Company's manufacturing segment for 1995 increased by
approximately 4% to $16,680,000 for 1995 compared to sales of $16,015,000 for
1994. Income from operations for this segment increased by approximately 85% to
$1,926,000 compared to $1,043,000 for 1994. The income from operations
improvement was primarily attributable to increased labor efficiencies.
Sales for the Company's services segment decreased by approximately 14% to
$10,276,000 for 1995 compared to $11,884,000 for 1994. The loss from operations
for this segment was $524,000 in 1995 compared to income from operations of
$798,000 for 1994. The significant decline in sales and income from operations
was due to certain operating inefficiencies and lower contract margins.
Liquidity
During the year ended December 31, 1996, cash, including short-term
investments, increased by $17,444,000. Operating activities consumed cash of
$14,932,000, investing activities provided cash of $45,249,000 and financing
activities consumed cash of $12,873,000. Operating activities principally
consisted of the loss from continuing operations coupled with a reduction in
accrued liabilities associated with the environmental payments to the United
States and Commonwealth of Pennsylvania. Investing activities consisted of
proceeds of $45,852,000 from the sale of Masterview, Fenwal and Bright Star and
proceeds from the sale of several non-operating properties of $601,000 offset by
capital expeditures of $1,204,000. Financing activities consisted of
repayments of the Company's Subordinated Notes, Revolver, Term Notes and
notes payable of $13,299,000 and repurchases of common stock of $220,000
offset by $646,000 of proceeds from the issuance of common stock upon the
exercise of stock options.
In October 1995, the Company entered into the three year $17,060,000 Loan
Agreement. The Loan Agreement was secured by substantially all of the Company's
assets. In connection with the sale of businesses in 1996, the outstanding
borrowings under the Revolver and the Term Notes related to Masterview, Fenwal
and Bright Star were repaid. On February 28, 1997, the Company repaid the
remaining balances outstanding under the Revolver and Term Notes and terminated
the Loan Agreement. As of December 31, 1996, borrowing availability under the
Revolver amounted to $609,000. Letters of credit amounting to $275,000 were
outstanding under the Revolver as of December 31, 1996.
In April 1996, the Company redeemed all of its outstanding Subordinated Notes
due December 15, 1996. The redemption price was equal to the principal amount
of $7,500,000, plus accrued interest to the redemption date.
In April 1996, the Consent Decree that settled the Company's environmental
litigation with the EPA and PADEP was entered by the Court and became final. In
April 1995, the Company deposited $4,500,000 into a court administered escrow
account. Following the entry of the Consent Decree in April 1996, additional
payments totaling $4,850,000 were made. Further payments totaling $5,000,000
plus interest will be made to the EPA and PADEP over the subsequent six years.
In August 1996, the Board of Directors of the Company authorized the
repurchase of up to 1,000,000 shares of the Company's common stock. The Board
of Directors increased the Company's share repurchase authorization to 2,000,000
shares in March 1997. Through December 31, 1996, the Company repurchased
120,200 shares of common stock under the buy-back program for an aggregate
cost of $193,000. An additional 882,000 shares were repurchased in early
1997 for an aggregate cost of $1,217,000.
During 1996, the Company's capital expenditures totaled $1,204,000. The
Company anticipates that its level of capital expenditures for 1997 will be less
than those of 1996. The 1996 capital expenditures included $1,109,000 of
machinery and equipment and building renovations related to Greenwald's new
facility in Chester, Connecticut. The Company has not entered into any material
commitments for acquisitions or capital expenditures and has the ability to
increase or decrease capital expenditure levels as required. The Company
anticipates that it will be able to fund its capital expenditures during 1997
with its available cash resources and its other cash flows as well as through
capital equipment financing.
At December 31, 1996, approximately $89,000,000 of U.S. tax loss
carryforwards (subject to review by the Internal Revenue Service), expiring from
1997 through 2010, were available to offset future taxable income.
Outlook
The Company's primary objective for 1997 is to identify a suitable
acquisition candidate. As mentioned above, in 1996, the Company met its
obligations under the terms of the Settlement of its environmental
litigation and also made the final payment under the Subordinated Notes.
Also, on February 28, 1997, the Company repaid the remaining balances
outstanding under the Revolver and Term Notes and terminated the Loan
Agreement. As of March 19, 1997, the Company had approximately
$15,500,000 in cash on hand. The Company intends to use such funds,
together with other potential indebtedness, to finance the acquisition
purchase price. The Company has not yet identified any potential
acquisition candidates or determined the amount or source of any indebtedness
which would be incurred to finance future acquisitions.
In August 1996, the Company's shareholders approved a plan authorizing the
sale of Masterview and Greenwald. As previously mentioned, on October 31, 1996,
the Company completed the sale of substantially all of the assets of
Masterview. In October 1996, the Company entered a non-binding letter of
intent to sell substantially all of the assets of Greenwald. In January
1997, the letter of intent expired and the Company's Board of Directors
decided not to sell Greenwald.
OSM reported operating losses in 1996 and 1995 of $366,000 and $524,000,
respectively. The losses are attributable to a high level of employee turnover
and non-billable time and loss recognition on a number of contracts. In 1996,
OSM took action to improve financial performance including a 17% reduction in
personnel and implementation of spending and other controls. Further cost
control actions may be necessary in 1997. OSM expects to report depressed
operating results in the first quarter of 1997 due to a high level of
non-billable time and reduced margins on contracts.
Special Note Regarding Forward-Looking Statements: A number of statements
contained in this discussion and analysis are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainties that could cause actual results to differ materially
from those expressed or implied in the applicable statements. These risks and
uncertainties include but are not limited to: Greenwald's dependance on the
mechanical coin meter market and its potential vulnerability to technological
obsolescence; OSM's dependence on key personnel and general economic conditions
in the Midwest; and the Company's ability to successfully implement its business
strategy including the identification, financing and consummation of an
acquisition.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's consolidated financial statements, the report of independent
public accountants thereon and related schedules appear beginning on page F-2.
See Index to Consolidated Financial Statements on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information called for by this item is hereby incorporated by reference
from the Company's definitive proxy statement to be filed pursuant to Regulation
14A for the 1997 Annual Meeting of Shareholders.
The information with respect to the executive officers of the Company
required by this item is set forth in Item 1A of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information called for by this item is hereby incorporated by reference
from the Company's definitive proxy statement to be filed pursuant to Regulation
14A for the 1997 Annual Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information called for by this item is hereby incorporated by reference
from the Company's definitive proxy statement to be filed pursuant to Regulation
14A for the 1997 Annual Meeting of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information called for by this item is hereby incorporated by reference
from the Company's definitive proxy statement to be filed pursuant to Regulation
14A for the 1997 Annual Meeting of Shareholders.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements, Financial Statement Schedules and Exhibits.
1) Financial Statements - See accompanying Index to Consolidated
Financial Statements, Page F-1.
2) Financial Statement Schedules - None
3) Exhibits:
3.1 Amended and Restated Articles of Incorporation, amended and restated
through August 27, 1996. Filed herewith.
3.2 By-Laws as amended through July 17, 1990. Incorporated by reference
from the Registrant's Form 10-K for the year
ended December 31, 1990, dated March 28, 1991.
3.3 Certificate of Designation, Preferences and Rights of Class A
Preferred Stock, First Series. Incorporated by reference from the
Registrant's Registration Statement on Form 8-A, dated September 26,
1988.
4.1 Form of option to purchase common stock of the Registrant issued in
connection with the Stock Purchase Agreement
dated April 12, 1985, among the Registrant, Balfour Securities
Corporation and the Purchasers.*****
4.2 Form of Warrant Agreement, dated 1986 between the Registrant and J.
Henry Schroder Bank & Trust Company, as Warrant Agent.*
4.3 Form of Warrant Agreement, dated 1986 between the Registrant and
Drexel Burnham Lambert Incorporated.*
4.4 Rights Agreement, dated as of August 9, 1988, between the Registrant
and Mellon Financial Services Corporation
#17, as Rights Agent. Incorporated by reference from the
Registrant's Registration Statement on Form 8-A, dated September 26,
1988.
4.5 Loan and Security Agreement, dated October 11, 1995, by and between
Congress Financial Corporation (New England) and the Company's
subsidiaries as Borrowers.******
4.6 Term Promissory Notes dated October 11, 1995, from the Company's
subsidiaries as Debtors and Congress Financial Corporation (New
England) in the aggregate amount of $2,149,000.******
4.7 Guarantee dated October 11, 1995, by Publicker Industries Inc. to
Congress Financial Corporation (New England) of the obligations of
the Company's subsidiaries under the Financing Agreements.******
4.8 General Security Agreement dated by October 11, 1995 by Publicker
Industries Inc. in favor of Congress Financial Corporation (New
England).******
10.1 Agreements dated as of August 1987 between the Registrant and
Harry I. Freund, Jay S. Goldsmith, David L. Herman, and James J.
Weis concerning a change in control of the Registrant.
Incorporated by reference from the Registrant's Form 8 Amendment
to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1987, dated December 7, 1987, filed
on December 18, 1987.
10.2Publicker Industries Inc. 1988 Stock Option Plan. **
10.3Publicker Industries Inc. 1989 Stock Option Plan. ***
10.4Publicker Industries Inc. 1991 Stock Option Plan. ***
10.5 Employment Agreement between the Registrant and Mr. James J.
Weis dated February 17, 1987. ***
10.6 Publicker Industries Inc. 1993 Long-Term Incentive Plan. ****
10.7 Publicker Industries Inc. Non-employee Director Stock Option
Plan. ****
10.8 Asset Purchase Agreement dated dated February 16, 1996 among
Bright Star Industries Incorporated, Hanten Acquisition Co.,
Registrant, as sellers, and Bright Star Acquisition Corp., as
buyer. Incorporated by reference from the Registrant's Form 8-K
March 1, 1996.
10.9 Consulting Arrangement between the Registrant and Harry I.
Freund and Jay S. Goldsmith. Incorporated by reference from the
Registrant's Form 10-K/A for the year ended December 31, 1995,
dated May 15, 1996.
10.10Asset Purchase Agreement dated March 29, 1996 among Fenwal
Electronics, Inc.,
Registrant, as sellers, and Elmwood Sensors, Inc. as buyer.
Incorporated by reference from Registrant's Form 8-K dated April 15,
1996.
10.11 Asset Purchase Agreement dated August 16, 1996 among Masterview
Window Company, Inc., Registrant, Hanten
Acquisition Co., as sellers, and Masterview Acquisition Corp.,
as buyer. Incorporated by reference from Registrant's Form 10-Q
for the quarter ended September 30, 1996, dated November 14,
1996.
11 Calculation of earnings per share. Filed herewith.
21 Subsidiaries of Registrant. Filed herewith.
23 Consent letter from Independent Public Accountants. Filed herewith.
27 Financial Data Schedule (EDGAR version only). Filed herewith.
(b) Reports on Form 8-K
None
* Incorporated by reference from the Registrant's Registration Statement
on Form S-1, dated October 8, 1986.
** Incorporated by reference from the Registrant's Registration Statement
on Form S-8 (File No. 33-26386), dated January 16, 1989.
*** Incorporated by reference from the Registrant's Form 8 Amendment to the
Registrant's Form 10-K for the fiscal year ended December 31, 1991, filed
on August 14, 1992.
**** Incorporated by reference from the Registrant's Form 10-K for the year
ended December 31, 1993, dated March 29, 1994.
***** Incorporated by reference from the Registrant's Form 10-K for
the year ended December 31, 1994, dated March 31, 1995.
****** Incorporated by reference from the Registrant's Form 8-K dated
October 23, 1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, hereunto duly authorized.
PUBLICKER INDUSTRIES INC.
(Registrant)
Date March 19, 1997 By: /s/ JAMES J. WEIS
James J. Weis, President,
Chief Executive Officer and
Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date March 19, 1997 By: /s/ JAMES J. WEIS
James J. Weis, President,
Chief Executive Officer and
Director
Date March 19, 1997 By: /s/ ANTONIO L. DELISE
Antonio L. DeLise, Vice President,
Chief Financial Officer,
Secretary and Principal
Financial and
Accounting Officer
Date March 19, 1997 By: /s/ CLIFFORD B. COHN
Clifford B. Cohn, Director
Date March 19, 1997 By: /s/ HARRY I. FREUND
Harry I. Freund, Director
Date March 19, 1997 By: /s/ JAY S. GOLDSMITH
Jay S. Goldsmith, Director
Date March 19, 1997 By: /s/ DAVID L. HERMAN
David L. Herman, Director
Date March 19, 1997 By: /s/ L. G. SCHAFRAN
L. G. Schafran, Director
PUBLICKER INDUSTRIES INC.
AND SUBSIDIARY COMPANIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of independent public accountants F-2
Consolidated balance sheets as of December 31, 1996 and 1995 F-3
Consolidated statements of income (loss) for the years ended December 31, 1996,
1995 and 1994 F-4
Consolidated statements of shareholders' equity for the years ended
December 31, 1996, 1995 and 1994 F-5
Consolidated statements of cash flows for the years ended
December 31, 1996, 1995 and 1994 F-6
Notes to consolidated financial statements F-7 through F-16
All schedules required by Regulation S-X have been omitted because they are
not applicable or because the required information is included in the financial
statements or notes thereto.
PUBLICKER INDUSTRIES INC.
AND SUBSIDIARY COMPANIES
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Publicker Industries Inc.:
We have audited the accompanying consolidated balance sheets of Publicker
Industries Inc. (a Pennsylvania corporation) and subsidiary companies as of
December 31, 1996 and 1995, and the related consolidated statements of income
(loss), shareholders' equity and cash flows for each of the three years in the
period ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Publicker
Industries Inc. and subsidiary companies as of December 31, 1996 and 1995,
and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1996, in conformity with
generally accepted accounting principles.
Arthur Andersen LLP
Stamford, Connecticut
March 7, 1997
PUBLICKER INDUSTRIES INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS AS OF
DECEMBER 31, 1996 AND 1995
1996 1995*
(in thousands except per share data)
ASSETS
Current assets:
Cash, including short-term
investments of $18,173 in 1996 (Note 1) $ 18,318 $ 874
Restricted cash (Note 10) - 4,500
Trade receivables, less allowance for
doubtful accounts (1996 - $92; 1995 - $84)
(Note 1) 3,008 3,817
Inventories (Note 1) 2,506 2,887
Net assets of discontinued operations (Note 2) - 14,209
Other 667 715
Total current assets 24,499 27,002
Property, plant and equipment (Note 1):
Land 234 513
Buildings and leasehold improvements 2,326 1,983
Machinery and equipment 3,322 2,867
Less - accumulated depreciation (1,778) (1,619)
4,104 3,744
Goodwill (Note 1) 2,752 2,834
Other assets (Note 6) 1,740 1,978
$ 33,095 $ 35,558
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities
of long-term debt (Note 3) $ 489 $ 8,683
Trade accounts payable 1,564 3,513
Accrued liabilities (Notes 6 and 10) 5,012 12,693
Total current liabilities 7,065 24,889
Long-term debt (Note 3) 1,273 1,873
Other non-current liabilities (Notes 6 and 10)10,761 11,390
Total liabilities 19,099 38,152
Shareholders' equity (Notes 4 and 7):
Common shares, $0.10 par value,
Authorized - 40,000,000 shares
Issued - 16,037,937 shares in
1996 and 15,405,937 in 1995 1,604 1,541
Additional paid-in capital 48,240 42,488
Accumulated deficit (since January 1, 1984)(31,737) (42,732)
Common shares held in treasury, at cost -
678,352 shares in 1996 and 545,027 shares
in 1995 (4,111) (3,891)
Total shareholders' equity 13,996 (2,594)
$ 33,095 $ 35,558
*Restated for discontinued operations (Note 2).
The accompanying notes to consolidated financial statements are an integral
part of these balance sheets.
PUBLICKER INDUSTRIES INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
1996 1995* 1994*
(in thousands except per share data)
Sales and revenues:
Sales of goods $15,486 $ 16,680 $ 16,015
Revenues from services 8,657 10,276 11,884
24,143 26,956 27,899
Costs and expenses:
Cost of sales 11,894 12,774 13,091
Cost of services 6,152 7,238 7,420
Selling expenses 1,144 1,193 1,288
General and administrative expenses 8,763 8,234 7,800
Special charge (Note 11) 1,596 - -
29,549 29,439 29,599
Income (loss) from operations (5,406) (2,483) (1,700)
Other (income) expenses:
Interest income (476) (138) (309)
Interest expense 847 1,887 3,026
Cost of pensions - nonoperating (Note 6) 769 744 768
Legal settlements and other (income)
expense (156) 365 507
Gain from repurchase of notes (Note 3) - (75) (640)
984 2,783 3,352
Income (loss) from continuing
operations before income taxes (6,390) (5,266) (5,052)
Income tax benefit 2,686 - -
Income (loss) from continuing operations(3,704) (5,266) (5,052)
Discontinued operations (Note 2):
Income from discontinued operations,
net of 1,916 4,975 2,763
income taxes
Gain on sale of discontinued operations, net of
income taxes 12,783 - -
Net income (loss) $ 10,995 $ (291) $(2,289)
Earnings (loss) per common share (Note 1):
Continuing operations $(.21) $ (.36) $ (.34)
Discontinued operations .86 .34 .19
$ .65 $(.02) $(.15)
* Restated for discontinued operations (Note 2).
The accompanying notes to consolidated financial statements
are an integral part of these statements.
PUBLICKER INDUSTRIES INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
Common Shares Additional Accumulated Common Share-
Shares Paid-in Deficit Treasury holders'
Issued Amount Capital Since 1-1-84 Shares Equity
(in thousands except share data)
Balance -
December 31, 1993 14,936,937 $1,494 $41,930 $(40,152) $(3,612) $ (340)
Issuance of Common Shares 14,000 1 12 - - 13
Net loss - - - (2,289) - (2,289)
Balance -
December 31, 1994 14,950,937 1,495 41,942 (42,441) (3,612) (2,616)
Issuance of
Common Shares 455,000 46 546 - - 592
Purchase of Common Shares - - - - (279) (279)
Net loss - - - (291) - (291)
Balance -
December 31, 1995 15,405,937 1,541 42,488 (42,732) (3,891) (2,594)
Issuance of
Common Shares 632,000 63 583 - - 646
Purchase of Common Shares - - - - (220) (220)
Net income - - - 10,995 - 10,995
Charge in lieu of income
taxes (Note 5) - - 5,169 - - 5,169
Balance -
December 31, 1996 16,037,937 $1,604 $48,240 $(31,737) $(4,111) $13,996
(1) Represents common shares held in treasury of 678,352 at December 31, 1996,
545,027 at December 31, 1995 and 418,837 at December 31, 1994 and 1993.
The accompanying notes to consolidated financial statements are an integral
part of these statements.
PUBLICKER INDUSTRIES INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
1996 1995* 1994*
(in thousands)
Cash flows from operating activities:
Income (loss) from continuing
operations $ (3,704) $ (5,266) $ (5,052)
Adjustments to reconcile income (loss) to net cash provided by
(used in) continuing operations:
Income tax benefit (2,686) - -
Depreciation and amortization 784 720 800
Provision for doubtful accounts 15 9 23
Gain on sale of assets (290) - -
Gain from repurchase of notes - (75) (640)
Changes in operating assets and
liabilities (Note 1) (5,423) (2,813) 371
Net cash provided by (used in)
continuing operations (11,304) (7,425) (4,498)
Income (loss) from discontinued
operations 14,699 4,975 2,763
Adjustments to reconcile income to net cash provided by (used in)
discontinued operations:
Gain on sale of
discontinued operations (19,251) - -
Charge in lieu of income taxes 7,855 - -
Decrease (increase) in
net assets of discontinued operations (6,931) (679) (1,029)
Net cash provided by
(used in) discontinued operations(3,628) 4,296 1,734
Net cash provided
by (used in) operating activities (14,932) (3,129) (2,764)
Cash flows from investing activities:
Proceeds from sale of
discontinued operations 45,852 2,240 2,010
Proceeds from sale of assets 601 - -
Capital expenditures (1,204) (2,755) (454)
Net cash provided
by (used in) investing activities 45,249 (515) 1,556
Cash flows from financing activities:
Repurchase or redemption of 13%
Subordinated Notes (7,500) (7,425) (6,774)
Borrowings (repayments) under
revolving credit lines (3,502) 1,475 2,027
Proceeds from issuance of term
loans and notes payable - 4,163 634
Repayment of term loans and
notes payable (2,297) (282) (93)
Proceeds from the issuance
of common shares 646 592 13
Purchase of treasury stock (220) (279) -
Net cash provided by
(used in) financing activities (12,873) (1,756) (4,193)
Net increase (decrease) in cash 17,444 (5,400) (5,401)
Cash - beginning of period 874 6,274 11,675
Cash - end of period $ 18,318 $ 874 $ 6,274
* Restated for discontinued operations (Note 2).
The accompanying notes to consolidated financial statements are an integral
part of these statements.
Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
The consolidated financial statements include the accounts of Publicker
Industries Inc. (the "Company") and its wholly-owned subsidiaries. All
significant intercompany transactions are eliminated in consolidation. Certain
prior year amounts have been reclassified to conform with the 1996 presentation.
Short-term investments
Short-term investments consist of certain liquid instruments with original
maturities of three months or less including U.S. Treasury obligations,
repurchase agreements and money market funds.
Inventories
Inventories are recorded at cost, determined on a first-in, first-out, or
FIFO, basis and do not exceed net realizable values. Inventories at December
31, 1996 and 1995 consisted of the following:
1996 1995
(in thousands)
Raw materials and supplies $ 1,589 $ 1,522
Work in process 250 371
Finished goods 667 994
$ 2,506 $ 2,887
Depreciation and amortization
Property, plant and equipment are stated at cost. Improvements and
replacements are capitalized, while expenditures for maintenance and repairs are
charged to expense as incurred. Maintenance and repairs totaled $94,000,
$71,000 and $110,000 for the years ended December 31, 1996, 1995 and 1994,
respectively. Depreciation and amortization is computed using the
straight-line method over estimated useful lives of 3 to 7 years for
machinery and equipment and 7 to 40 years for buildings and leasehold
improvements.
Goodwill is amortized on a straight-line basis over a forty-year period.
Accumulated amortization was $541,000 and $460,000 as of December 31, 1996 and
1995, respectively. At each balance sheet date, the Company evaluates the
realizability of goodwill based upon expectations of non-discounted cash flows
and operating income for each subsidiary having a goodwill balance. Based upon
its most recent analysis, the Company believes that no material impairment of
goodwill exists at December 31, 1996.
Revenue Recognition
Revenues are generally recorded when title passes to the customer. One of
the Company's businesses performs services under long-term contracts. Revenues
on long-term contracts are recognized under the percentage-of-completion method
of accounting. The percentage-of-completion method of reporting income from
contracts takes into account the cost, estimated earnings and revenue to date on
contracts not yet completed. The amount of revenue recognized is the portion of
the total contract price that the cost expended to date bears to the anticipated
final total cost, based on current estimates of costs to complete. Contract
cost includes all materials, labor, overhead and subcontract costs related
to the projects. In the event a loss on a contract is anticipated, such
losses are recorded in full as they are identified. As of December 31,
1996 and 1995, net costs and estimated earnings in excess of billings on
uncompleted contracts, which have been reflected as trade receivables,
totaled $604,000 and $574,000, respectively, all of which are expected to be
billed and collected within one year. Net costs and estimated earnings in
excess of billings are billable based on the terms of the contract which may
include shipment of the Company's product, achievement of contractual
milestones or completion of the contract.
Use of Estimates
The preparation of these financial statements required the use of certain
estimates by management in determining the entity's assets, liabilities,
revenues and expenses. While all available information has been considered,
actual amounts could differ from those reported. The most significant
estimate with regard to these financial statements relates to the revenue
recognition on long-term contracts.
Cash Flow Information
Cash paid for interest during 1996, 1995 and 1994 was $651,000, $1,838,000
and $2,850,000, respectively. Cash paid for income taxes during 1996 was
$1,912,000. No income taxes were paid in 1995 and 1994. Changes in operating
assets and liabilities consisted of the following:
1996 1995 1994
(in thousands)
Restricted cash 4,500 $(4,500) $ -
Trade receivables 794 1,551 (1,013)
Inventories 381 (167) 1,267
Other current assets 48 (85) 278
Other assets 134 (947) 768
Trade accounts payable (1,949) 457 535
Accrued liabilities (8,702) 5,997 3,582
Other non-current
liabilities (629) (5,119) (5,046)
$(5,423) $(2,813) $ 371
Earnings (loss) per common share
Net income (loss) per common share is computed using the weighted average
number of common shares and the dilutive effect of share equivalents (stock
options and warrants) outstanding during each year (17,072,309 in 1996,
14,760,586 in 1995 and 14,523,485 in 1994) using the modified treasury method.
The effect of stock options and warrants on the computations for 1995 and 1994
were not included as they were antidilutive.
Note 2 - DISCONTINUED OPERATIONS
On October 31, 1996, the Company completed the sale of substantially all of
the assets of Masterview Window Company, Inc. ("Masterview") for $15,748,000,
plus the assumption of certain liabilities. The buyer paid $13,929,000 in cash
at closing and deposited $1,076,000. An additional $1,043,000 in cash was
received on February 28, 1997. Of the remaining $776,000 balance of the purchase
price, $300,000 will be held in escrow for one year from closing to cover
potential indemnity claims. The balance of the purchase price, or $476,000,
will be held in escrow and released as the Company expends funds for certain
environmental remediation activities. On March 29, 1996, the Company sold
substantially all of the assets of Fenwal Electronics, Inc. ("Fenwal") for
$26,483,000 in cash, plus the assumption of certain liabilities. On
February 16, 1996, the Company sold substantially all of the assets of
Bright Star Industries Incorporated ("Bright Star") for $5,540,000, plus
the assumption of certain liabilities. Of the purchase price, $100,000
was held in escrow for one year to cover potential indemnity claims. This
amount was released from escrow on February 18, 1997. The aggregate pre-tax
gain on the sales of Masterview, Fenwal and Bright Star of $22,042,000 was
offset by a provision for income taxes of $9,259,000, of which $6,468,000
has been credited directly to additional paid-in capital due to the
utilization of pre corporate reorganization tax loss carryforwards (see Note 5).
On January 31, 1995, the Company sold substantially all the assets of
Associated Testing Laboratories, Inc. ("ATL") for $2,240,000 in cash, plus the
assumption of certain liabilities.
Masterview, Fenwal, Bright Star and ATL have been reflected as discontinued
operations in the accompanying financial statements. Net sales of discontinued
operations for the years ended December 31, 1996, 1995 and 1994 were
$27,640,000, $50,530,000 and $54,159,000, respectively. The income
from discontinued operations in 1996 of $1,916,000 is net of a charge
in lieu of income taxes of $1,387,000.
Note 3 - DEBT
Debt at December 31, 1996 and 1995 consisted of the following:
1996 1995
(in thousands)
Subordinated notes - 13%1 $ - $ 7,500
Subordinated notes -
unamortized discount - (65)
Credit Agreements2:
Revolving credit line - 3,502
Term loans 366 2,076
Note payable3 1,396 1,600
Term loans4 - 744
$ 1,762 $ 15,357
Continuing operations:
Current maturities, including revolving credit line
$ 489 $ 8,683
Long-term debt 1,273 1,873
1,762 10,556
Discontinued operations - 4,801
$ 1,762 $ 15,357
(1) In December 1986, the Company issued $30 million of 13% Subordinated
Notes due December 15, 1996. In April 1996, the Company redeemed
all of its remaining 13% Subordinated Notes. The redemption price
was equal to the principal amount of $7,500,000, plus accrued
interest to the redemption date.
(2) In 1995, the Company's operating subsidiaries entered into a three
year $17,060,000 credit agreement ("Loan Agreement"). The Loan
Agreement provided for a revolving credit line ("Revolver"), term
promissory notes ("Term Notes") and a credit facility for future
capital expenditure financing. The Loan Agreement was secured by
substantially all of the Company's assets. The interest rate was
one and one-half percent (1-1/2%) in excess of the prime rate. In
the event the Loan Agreement, or portions thereof, were repaid
before maturity, the Company paid a prepayment penalty equal to 3%
in year one and 2% in year two.
In connection with the sale of businesses in 1996, the outstanding
borrowings under the Revolver and the Term Notes related to Masterview,
Fenwal and Bright Star were repaid. On February 28, 1997, the Company
repaid the remaining balances outstanding under the Revolver and Term
Notes and terminated the Loan Agreement. As of December 31, 1996,
borrowing availability under the Revolver amounted to $609,000. Letters
of credit amounting to $275,000 were outstanding under the Revolver as of
December 31, 1996.
The initial drawdown under the Loan Agreement in October 1995 of
$7,449,000, together with existing cash, was used to extinguish a
revolving credit facility at one of the Company's subsidiaries of $762,000
and to repurchase $7,500,000 face value of 13% Subordinated Notes for
$7,425,000 plus accrued interest. The repurchase of the 13% Subordinated
Notes satisfied the annual sinking fund payment due December 15, 1995.
The $75,000 gain on the repurchase was recorded in the fourth quarter of
1995.
(3) On December 21, 1995, the Company entered into a $1,600,000 note
payable in connection with the purchase of a building and land in
Chester, Connecticut. The note amortizes on a 120 month
straight-line basis, is secured by the building and land and bears a 9%
interest rate.
(4) During 1995 and 1994, the Company issued several term loans for the
purpose of financing the acquisition of capital equipment. These loans
were repaid in 1996 in connection with the sale of businesses.
The annual maturities of the Company's long-term debt are as follows (in
thousands):
Year
1997 $ 489
1998 134
1999 147
2000 160
2001 176
Thereafter 656
$ 1,762
Note 4 - SHAREHOLDERS' EQUITY
The Company has 1,000,000 shares of authorized and unissued Class A Preferred
Stock, without par value. On August 9, 1988, the Company declared a dividend of
one Right for each outstanding share of its common stock. Each Right entitles
the holder to purchase one one-hundredth of a share of a new series of Class A
Preferred Stock at an exercise price of $7.50, subject to adjustment to prevent
dilution. The Rights become exercisable 10 days after a person or group
acquires 20% or more of the Company's common stock or announces a tender
or exchange offer for 30% or more of the Company's common stock. If, after
the Rights become exercisable, the Company is party to a merger or similar
business combination transaction, each Right not held by a party to such
transaction may be used to purchase common stock having a market value of
two times the exercise price. The Rights, which have no voting power, may
be redeemed by the Company at $.01 per Right and expire on August 8, 1998.
On August 21, 1996, the Company's shareholders approved an increase in the
authorized shares of the Company's common stock, par value $.10 per share, from
30,000,000 to 40,000,000. On August 15, 1996, the Board of Directors of the
Company authorized the repurchase of up to 1,000,000 shares of the Company's
common stock. Through December 31, 1996, the Company repurchased 120,200 shares
of common stock under the buy-back program for an aggregate cost of $193,000.
Note 5 - INCOME TAXES
As of December 31, 1996, approximately $89,000,000 of U.S. tax loss
carryforwards (subject to review by the Internal Revenue Service), expiring from
1997 through 2010, were available to offset future taxable income. The
carryforwards expire as follows (in thousands):
Year
1997 $ 4,000
1998 8,000
1999 9,000
2000 12,000
2001 9,000
2002-2010 47,000
$ 89,000
As a result of a corporate revaluation during 1984, tax benefits resulting
from the utilization in subsequent years of net operating loss carryforwards
existing as of the date of the corporate revaluation will be excluded from the
results of operations and directly credited to additional paid-in capital when
realized. Approximately $16,000,000 of the Company's U.S. tax loss
carryforwards were utilized in 1996. As of December 31, 1996,
approximately $12,000,000 of the Company's U.S. tax loss carryforwards
predated the corporate revaluation.
No income tax provision or benefit was recognized in 1995 and 1994 because
the tax benefit associated with the Company's operating losses were offset in
full by an increase in the valuation allowance. The consolidated provision for
income taxes for the year ended December 31, 1996, consisted of the
following (in thousands):
Current provision
Federal $ 358
State 2,433
2,791
Deferred provision
Federal (623)
State (117)
Change in valuation allowance
740
-
Charge in lieu of income taxes 5,169
Total consolidated income tax provision $ 7,960
The difference between the federal statutory tax rate and the effective
tax rate for 1996 is as follows:
Federal statutory tax rate 35.0%
State taxes, net of federal benefit 5.8
Other, net 1.2
Actual tax rate 42.0%
The significant temporary differences which give rise to the deferred tax
provision were as follows (in thousands):
Discontinued operations reserves $ (893)
Pension expense 236
Other, net (83)
$ (740)
The components of net deferred taxes are as follows:
1996 1995
(in thousands)
Net operating loss carryforward $ 31,017 $ 36,657
Pension expense 1,910 2,146
Discontinued operations reserves 851 75
Depreciation (159) (111)
Other, net 159 226
33,778 38,993
Less valuation allowance (33,778 (38,993)
Net deferred taxes $ - $ -
As of December 31, 1996, approximately $4,300,000 of deferred tax assets
predated the corporate revaluation. Subsequent adjustments to the valuation
allowance with respect to such deferred tax assets would be directly credited to
additional paid-in capital.
Note 6 - EMPLOYEE BENEFITS
The Company and its subsidiaries maintain a 401(k) plan for substantially all
of the Company's employees. The assets of the Company's 401(k) plan are held by
an outside fund manager and are invested in accordance with the instructions of
the individual plan participants. The Company sponsors a defined benefit
pension plan which was frozen in 1993. Several other defined benefit plans were
terminated in 1996 and 1995. These actions did not have any material effect on
the Company's financial statements. The assets of the defined benefit pension
plan are managed by an outside trustee and consist primarily of guaranteed
investment contracts and pooled investment funds.
The Company's contributions to 401(k) plans totaled $156,000, $181,000 and
$145,000 in 1996, 1995 and 1994, respectively. Consolidated pension expense
includes amounts related to discontinued product lines and related plant
closings in prior years totaling $769,000, $744,000 and $768,000 in 1996,
1995 and 1994, respectively. The Company contributed $26,000, $99,000 and
$107,000 in 1996, 1995 and 1994, respectively, to a multi-employer pension
plan for certain union employees.
Net periodic pension cost for Company sponsored defined benefit pension plans
for 1996, 1995 and 1994 included the following components:
1996 1995 1994
(in thousands)
Service cost - benefits earned
during the year $ - $ - $ 194
Interest cost on projected
benefit obligation 1,228 815 983
Actual return on plan assets (759) (305) (559)
Net amortization and deferral 290 221 302
Net periodic pension cost $ 759 $ 731 $ 920
The following table sets forth the plans' estimated funded status at
December 31, 1996 and 1995.
1996 1995
(in thousands)
Accumulated vested and projected
benefit obligation $ 11,220 $ 17,128
Plan assets at fair value 4,247 9,924
Projected benefit obligation (in excess of)
less than plan assets (6,973) (7,204)
Unrecognized net (gain) loss (461) (1,011)
Unrecognized net obligation at Ja nuary 1, 1986,
net of amortization 2,078 2,388
Adjustment to recognize minimum pension liability
(1,502) (1,376)
Pension liability $ (6,858) $ (7,203)
Assumptions used in the accounting for pension plans in 1996, 1995 and
1994 were as follows:
1996 1995 1994
Discount rate 7.25% 7.25% 8.0%
Rate of increase in
compensation levels N/A N/A 4.0%
Expected long-term
rate of return on assets 8.0% 8.0% 8.0%
As of December 31, 1996, accrued pension liabilities were $6,858,000, of
which $1,200,000 was included in accrued liabilities and $5,658,000 was
included in other noncurrent liabilities. As of December 31, 1995, accrued
pension liabilities were $7,203,000, of which $1,268,000 was included in
accrued liabilities and $5,935,000 was included in other noncurrent
liabilities. Accrued liabilities also included accrued payroll and
other employment related accruals of approximately $1,346,000 and
$1,278,000 as of December 31, 1996 and 1995, respectively.
Note 7 - STOCK OPTIONS AND WARRANTS
At December 31, 1996, the Company has several fixed stock option plans,
which are described below. The Company applies APB Opinion 25 Accounting for
Stock Issued to Employees and related interpretations in accounting for its
plans. The exercise price of each option granted was equal to the market
price of the Company's common stock on the date of grant. Accordingly, no
compensation cost has been recognized for the fixed stock option plans. Had
compensation cost been determined based on the fair value at the grant dates
for awards under the fixed option plans consistent with the method of FASB
Statement 123 Accounting for Stock-Based Compensation, the Company's net
income and earnings per share would have been reduced to the pro forma amounts
indicated below:
1996 1995
(in thousands except per share data)
Net Income As repored $ 10,995 $ (291)
Pro forma $ 10,470 $ (953)
Earnings per share As reported $ .65 $ (.02)
Pro forma $ .62 $ (.06)
For purposes of the pro forma disclosure, the fair value of each option
grant is estimated on the date of grant using the Black-Scholes option pricing
model with the following weighted average assumptions used for grants in 1996
and 1995: dividend yield of zero; expected volatility of 67 percent; risk-free
interest rate of 6%; and expected lives of 5 years.
Under the stock option plans for directors, officers and key employees
adopted by shareholders of the Company, the Company may grant stock options,
restricted stock options, stock appreciation rights, performance awards and
other stock-based awards equivalent to up to 4,300,000 shares of common stock.
The plans are administered by the Board of Directors of the Company. Subject
to the express provisions of the plans, the Board has full and final authority
to determine the terms of options granted to key employees under the plans
including (a) the purchase price of the shares covered by each option, (b)
whether any payment will be required upon grant of the option, (c) the
individuals to whom, and the time at which, options shall be granted, (d) the
number of shares to be subject to each option, (e) when an option can be
exercised and whether in whole or in installments, (f) whether the options are
immediately transferable, (g) whether the exercisability of the options is
subject to risk of forfeiture or other condition and (h) whether the stock
issued upon exercise of an option is subject to repurchase by the Company, and
the terms of such repurchase. The term of the options granted during 1996,
1995 and 1994 was five years from the date of grant and such options were
immediately exercisable. The exercise price of each option granted was equal
to the market price of the Company's common stock on the date of grant.
Under the Non-employee Director Stock Option Plan, on July 1 of each year
commencing July 1994, the Chairman of the Board and the Vice Chairman of the
Board shall each automatically receive an option to purchase for five years
125,000 shares of common stock and each other non-employee director shall
automatically receive an option to purchase for five years 30,000 shares of
common stock.
A summary of the Company's fixed stock option plans as of December 31,
1996, 1995 and 1994 and changes during the years then ending is presented
below:
1996 1995 1994
Average Average Average
exercise exercise exercise
Shares price Shares price Shares price
Balance at January 1 2,068,500 $1.45 1,760,000 $1.29 1,751,000 $1.58
Granted 525,000 1.85 569,500 1.87 490,000 1.53
Exercised (592,000) 1.09 (255,000) 1.24 (14,000) .98
Canceled (63,000) .89 (6,000) 1.13 (467,000) 2.65
Balance at December 31 1,938,500 1.6 2,068,500 1.45 1,760,000 1.29
All of the options outstanding are immediately exercisable when granted.
The weighted average fair value of options granted during 1996 and 1995 were
$1.21 and $1.16 per share, respectively. The exercise price of stock options
outstanding at December 31, 1996 ranges from $1.125 to $2.00 and the weighted
average contractual life is approximately 3.1 years.
In April 1985, the Company issued 1.6 million shares of common stock at
$2.50 per share in a private placement. Under the terms of this agreement,
the agent for the purchasers received options to buy 400,000 shares of the
Company's common stock held in treasury at a price of $2.50 per share for five
years, which period was subsequently extended by ten years. These options are
held by two members of the Company's Board of Directors.
In December 1990, pursuant to an employment agreement with an officer, the
Company issued options to buy 200,000 shares of the Company's common stock at
a price of $1.375 per share for five years. These options were exercised in
1995. In January 1996, the Company issued options to two members of the
Company's Board of Directors to buy 200,000 shares of the Company's common
stock at a price of $2.50 per share for five years.
In December 1986, the Company issued $30 million of 13% Subordinated Notes
(see Note 3) together with detachable warrants ("Warrants") to purchase
3,600,000 shares of the Company's common stock for five years, which period
was subsequently extended by five years. In addition, the Company issued
1,200,000 Underwriter's Warrants to purchase the Company's common stock for
five years, which period was subsequently extended by five years. At
present, each Warrant and Underwriter Warrant entitles its holder to purchase
1.024 shares of common stock for $1.95 per share (subject to adjustment in
certain circumstances). The Warrants, unless exercised, were to expire on
December 15, 1996 (December 17, 1996, in the case of the Underwriter's
Warrants).
On November 8, 1996, the Company's Board of Directors, acting upon the
recommendation of a special committee of disinterested directors, determined
it would be in the Company's best interests to modify the Warrants and
Underwriter's Warrants owned by any holder who exercises, at the current
exercise price of $1.95 per share of common stock, 25% of the warrants owned
on December 15, 1996 (December 17, 1996, in the case of the Underwriter's
Warrants). The modification, which is subject to shareholder approval, would
result in the following changes to the holder's unexercised Warrants and
Underwriter's Warrants (i.e., the 75% balance of the warrants owned on
December 15, 1996 or December 17, 1996, as the case may be) (the "Remaining
Modified Warrants"):
(a) Five-Year Extension The expiration date of the holder's
Remaining Modified Warrants would be the fifth Anniversary of the
date of shareholders approval of the modification (the date of
shareholder approval, the "Approval Date").
(b) Increased Exercise Price The exercise price of the holder's
Remaining Modified Warrants would increase from $1.95 per share to
(i) $2.00 per share, during the year ending on the first anniversary
of the Approval Date, (ii) $2.10 per share, during the year ending on
the second anniversary of the Approval Date, (iii) $2.20 per share,
during the year ending on the third anniversary of the Approval Date,
(iv) $2.30 per share, during the year ending on the fourth anniversary
of the Approval Date, and (v) $2.40 per share, during the year
ending on the fifth anniversary of the Approval Date.
As of December 31, 1996, a total of 2,257,050 warrants were outstanding
entitling the warrant holders to purchase, subject to shareholder approval,
an aggregate of 2,311,220 shares of common stock. Members of the Company's
Board of Directors hold 2,190,000 warrants. If the Company's shareholders
approve the modification, a charge to income will be recorded based on the
fair value of the Remaining Modified Warrants as of the Approval Date.
Note 8 - LEASES
The Company leases certain office space, vehicles, manufacturing equipment
and office equipment under operating leases that expire over the next eight
years. Certain of these operating leases provide the Company with the option,
after the initial lease term, to either purchase the property or renew the
lease.
Minimum payments for operating leases having initial or remaining
noncancellable terms in excess of one year are as follows (amounts in
thousands):
Year
1997 $ 912
1998 874
1999 840
2000 826
2001 840
Remainder 1,053
Total minimum lease payments $ 5,345
The Company subleases certain office space. Income under these leases
approximates $150,000 annually through the year 2001 and $340,000 for the
remainder of the sublease terms. Total rent expense for all operating leases
amounted to approximately $958,000 in 1996, $1,254,000 in 1995, and $1,176,000
in 1994.
The Company and Balfour Investors Inc. ("Balfour"), are parties to a
License Agreement, dated as of October 26, 1994, with respect to a portion of
the office space leased by the Company in New York City. The Chairman and
Vice Chairman of the Company's Board of Directors are the only shareholders
of Balfour. The term of the License Agreement commenced on January 1, 1995
and will expire on June 30, 2004, unless sooner terminated pursuant to law or
the terms of the License Agreement. The License Agreement provides for
Balfour to pay the Company an amount equal to 40% of the rent paid by the
Company under its lease, including base rent, electricity, water, real estate
tax escalations and operation and maintenance escalations. In addition,
Balfour has agreed to reimburse the Company for 40% of the cost of insurance
which the Company is obligated to maintain under the terms of its lease with
respect to the premises. The base rent payable by Balfour under the License
Agreement is $7,724 per month through September 30, 1999 and $8,312 per month
thereafter.
Note 9 - BUSINESS SEGMENT INFORMATION
Reference is made to Item 1 - Description of Business and Segment
Information included elsewhere in this Annual Report on Form 10-K.
Note 10 - ENVIRONMENTAL LITIGATION
On April 12, 1996, a Consent Decree among the Company, the United States
Environmental Protection Agency, the U.S. Department of Justice and the
Pennsylvania Department of Environmental Protection ("PADEP") was entered by
the court which resolved all of the United States' and PADEP's claims against
the Company for recovery of costs incurred in responding to releases of
hazardous substances at a facility previously owned and operated by the
Company. The Company had previously funded $4,500,000 into a court
administered escrow account. Following the entry of the Consent Decree,
additional payments totaling $4,850,000 were made in April and May of 1996.
Further payments totaling $5,000,000 plus interest will be made to the
United States and Commonwealth of Pennsylvania over the subsequent six years.
Note 11- SPECIAL CHARGE
During the fourth quarter of 1995, the Company decided to move the
operations of its Greenwald Industries, Inc. subsidiary from a leased facility
in Brooklyn, New York to a newly acquired facility in Chester, Connecticut.
A special charge of $1,596,000 was recorded in 1996 which included $627,000
in severance costs associated with 110 terminated employees, $246,000 for
lease termination costs and $723,000 for costs related to plant and employee
relocation, recruiting and training new personnel and for temporary living
allowances. The move was completed by April 30, 1996.
Exhibit 3.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF PUBLICKER INDUSTRIES INC.
Article First. The name of the Corporation shall be PUBLICKER
INDUSTRIES INC., and the address of its registered office is 3223 South
Delaware Avenue, Philadelphia, Pennsylvania 19102.
Article Second. The purposes of the Corporation are to have
unlimited power to engage in and to do any or all lawful business (including,
without limitation, the manufacturing, warehousing, selling, exporting,
importing, handling and otherwise trading and dealing in alcohols, chemicals
and kindred goods and materials of all kinds and types, and any and all
by-products and derivatives thereof) for which corporations may be incorporated
under the Business Corporation Law.
Article Third. Said Corporation is to exist perpetually.
Article Fourth. The aggregate number of shares which the
Corporation shall have authority to issue shall be 41,136,566 of which 136,566
shares shall be Preferred Stock without par, 1,000,000 shares shall be Class
A Preferred Stock without par value and 40,000,000 shares shall be Common
Stock of the par value of $.10 each.
The following is a description of each class and a statement of
the preferences, qualifications, limitations, restrictions, and the special
or relative rights granted to or imposed upon the shares of each class:
PREFERRED STOCK
(1) The Preferred Stock is senior and superior to the Class A
Preferred Stock and the Common Stock, and the Class A Preferred Stock and the
Common Stock are subject to all the rights, privileges, preferences and
priorities of the Preferred Stock as herein set forth.
(2) The shares of the Preferred Stock may be divided into and
issued from time to time in one or more series, in any manner permitted by law
and as may be determined from time to time by the Board of Directors, each
series to be so designated as to distinguish the shares thereof from the
shares of all other series and classes. All shares of each series shall be
alike in every particular. All shares of the Preferred Stock shall be
identical, without distinction between the shares of different series, except
as to the following relative rights and preferences, in respect of any or all
of which there may be variations between different series, namely:
(a) The rate of dividend;
(b) The premium or premiums, if any, payable upon
redemption;
(c) The premium or premiums, if any, payable in the event
of voluntary liquidation, dissolution or winding up;
(d) The sinking fund provisions, if any, for the
redemption or purchase of shares; and
(e) The terms and conditions on which shares may be
converted in the event the shares of any series are issued with the privilege
of conversion.
Authority is hereby expressly granted to and vested in the Board
of Directors to establish at any time and from time to time, by resolution or
resolutions, one or more series of Preferred Stock and, within the limitations
set forth in this Article or prescribed by law, to fix by resolution or
resolutions the relative rights and preferences of any series so established,
and, without further authorization from the shareholders, except as provided
in paragraph (6)(b) of this Article, to cause shares of any such series to be
issued for any consideration permitted by law. Authority is also hereby
expressly granted to and vested in the Board of Directors to increase from
time to time the number of shares of any particular series already established
by providing that any unissued shares of Preferred Stock shall constitute part
of such series, or to decrease the number of shares of any particular series
already established by providing that any unissued shares previously assigned
to such series shall not constitute part thereof, or to classify or reclassify
any unissued shares of Preferred Stock by fixing or altering the terms thereof
in respect of the above mentioned relative rights and preferences and by
assigning the same to an existing or newly created series from time to time
before the issuance of such shares.
(3) The Preferred Stock of each series shall receive, and the
Corporation shall be bound to pay thereon, dividends at the rate per annum
fixed for such series as herein provided, and no more, payable in cash
quarterly-yearly on the fifteenth days of March, June, September and December
in each year (the periods between such dates, commencing on such dates, are
herein designated as "dividend periods"). Such dividends shall be payable as
and when declared by the Board of Directors out of the surplus of the
Corporation legally available for the payment thereof. Such dividends shall
be cumulative, but arrears thereof shall be paid without interest. Such
dividends shall accrue on each share from the first day of the dividend period
in which such share is issued, except that if any share is issued after the
record date fixed for determining the Preferred Shareholders entitled to the
dividend for the dividend period during which such share is issued, dividends
on such share shall accrue from the first day of the dividend period next
following. Such dividends on the Preferred Stock shall be deemed to accrue
from day to day, regardless of whether or not the Corporation shall have
surplus available for the payment thereof. In case Preferred Stock of more
than one series is outstanding, the Corporation in making any dividend payment
upon Preferred Stock shall make such dividend payable ratably upon all
outstanding shares of Preferred Stock of all series in proportion to the
amount of the cumulative dividends (including arrears, if any) to which each
outstanding share of Preferred Stock of every series is entitled upon the date
of such dividend payment.
(4) In no event, so long as any Preferred Stock is outstanding,
shall any dividend whatsoever be declared or paid, nor shall any distribution
(by purchase, redemption, payment to any sinking fund or otherwise) be made,
on the Common Stock or on any other class of shares of the Corporation ranking
junior to the Preferred Stock (other than a dividend or distribution in Common
Stock or other class of shares of the Corporation ranking junior to the
Preferred Stock),
(a) unless the quarter-yearly dividends on the Preferred
Stock for all past quarter-yearly dividend periods shall have been paid and
the quarter-yearly dividend on the Preferred Stock for the current
quarter-yearly dividend period shall have been paid or declared and
set apart in full for payment;
(b) unless the Corporation has made all payments,
including payments in default, if any, under the requirements of all sinking
funds, if any, for the Preferred Stock, due prior to or at the time of such
declaration, payment or distribution;
(c) unless, after giving effect to the payment of the
proposed dividend or distribution, the aggregate amount of (i) all such
dividends and all such distributions declared or paid subsequent to December
31, 1944 and to and including the date of payment of the proposed dividend or
distribution, plus (ii) all dividends on the Preferred Stock and any other
shares of the Corporation ranking prior to or on a parity with the Preferred
Stock paid or accrued subsequent to December 31, 1944 and to and including the
date of payment of the proposed dividend or distribution, and plus (iii) all
payments to the sinking fund, if any, for the Preferred Stock or for any other
shares of the Corporation ranking prior to or on a parity with the Preferred
Stock made or due subsequent to December 31, 1944 and to and including the
date of payment of the proposed dividend or distribution, shall not exceed the
sum of
(A) the consolidated net earnings (less any deficits) of the
Corporation and its subsidiaries subsequent to December 31, 1944 and to and
including the date of payment of the proposed dividend or distribution, plus
(B) the aggregate net cash consideration received by the
Corporation from the issue and sale of shares of Common Stock and any other
shares of the Corporation ranking junior to the Preferred Stock (including
treasury shares) made subsequent to December 31, 1944 and to and including the
date of payment of the proposed dividend or distribution; and
(d) unless, after giving effect to the payment of the
proposed dividend or distribution, the consolidated net current assets of the
Corporation and its subsidiaries shall be not less than $10,000,000.
Nothing contained in subparagraphs (c) and (d) above shall prevent
the payment of any such dividend or distribution within sixty (60) days after
the date of declaration or resolution of the Board of Directors of the
Corporation authorizing the payment thereof if at the date of such declaration
or resolution the provisions of subparagraphs (c) and (d) have been complied
with, and in determining whether such provisions have been complied with the
Board of Directors may rely on financial statements of the Corporation and its
subsidiaries to a date not more than ninety (90) days preceding the date of
such declaration or resolution and shall take into account the anticipated
results from the operations of the Corporation and its subsidiaries from the
date of such financial statements to the date of payment of the proposed
dividend or distribution.
(5) So long as any of the Preferred Stock shall remain
outstanding, and unless the vote or consent of a greater number of shares of
the Preferred Stock shall then be required by law, the consent of the holders
of at least a majority in amount of the Preferred Stock at the time
outstanding, given in person or by proxy, either in writing (if
permitted by law) or
at a meeting at which the holders of the Preferred Stock shall vote separately
as a class, shall be necessary for the increase in the authorized amount of
Preferred Stock; or the creation, authorization or increase in the authorized
amount of any shares of the Corporation ranking on a parity with the Preferred
Stock.
(6) So long as any of the Preferred Stock shall remain
outstanding, and unless the vote or consent of a greater number of shares of
the Preferred Stock shall then be required by law, the consent of the holders
of at least two-thirds (2/3) in amount of the Preferred Stock at the time
outstanding, given in person or by proxy, either in writing (if permitted by
law) or at a meeting at which the holders of the Preferred Stock shall vote
separately as a class, shall be necessary for effecting or validating any one
or more of the following:
(a) The creation, authorization, issuance or increase in
the authorized amount of any shares of the Corporation ranking prior to the
Preferred Stock.
(b) The issue, sale or other disposition by the Corporation of
any shares of Preferred Stock in excess of an initial issue of 100,000
shares, or any shares of the Corporation ranking on a parity with the
Preferred Stock.
(i) unless immediately thereafter the consolidated
net tangible assets of the Corporation and its subsidiaries shall be at least
equal to 166-2/3% of the sum of the aggregate principal amount of all
outstanding consolidated funded debt of the Corporation and its subsidiaries,
plus the aggregate par or involuntary liquidation value in the case of shares
without par value of all shares of Preferred Stock and shares of the
Corporation ranking prior to or on a parity with the Preferred Stock to be
outstanding immediately after such issue, sale or other disposition; and
(ii) unless the consolidated net earnings of the
Corporation and its subsidiaries for a period of any twelve consecutive
calendar months occurring within the period of eighteen consecutive calendar
months immediately preceding the calendar month in which such issue, sale or
other disposition is made, and the annual average of such consolidated net
earnings of the Corporation and its subsidiaries for the last three fiscal
years preceding the date of such issue, sale or other disposition, shall in
each case have been at least equal to 250% of the aggregate annual dividend
requirements on the Preferred Stock and all shares of the Corporation ranking
prior to or on a parity with the Preferred Stock to be outstanding immediately
after such issue, sale or other disposition;
provided, however, that in making the computations required by the above
provisions there shall be excluded all consolidated funded debt, Preferred
Stock and shares of the Corporation ranking prior to or on a parity with the
Preferred Stock to be retired upon any such issue, sale or other disposition
or held in the treasury for retirement, and there shall be excluded from
tangible assets the amount thereof required for any such retirement.
Nothing contained in this subparagraph (b) or subparagraphs (c)(i)
or (c)(ii) next following shall prevent any such issue, sale or other
disposition or the creation, issuance or assumption of any funded debt within
sixty (60) days after the date of the adoption of any resolution of the Board
of Directors of the corporation authorizing any such transaction, if at the
date of such resolution the provisions of this subparagraph (b) or
subparagraphs (c)(i) or (c)(ii), whichever is applicable, have been
complied with,
and in determining whether such provisions have been complied with the Board
of Directors may rely on financial statements of the Corporation and its
subsidiaries to a date not more than ninety (90) days preceding the date of
such resolution and shall take into account the anticipated results from the
operations of the Corporation and its subsidiaries from the date of such
financial statements to the proposed date of the consummation of any such
transaction.
(c) The creation, issuance or
assumption by the Corporation or any subsidiary of any funded debt,
provided, however, that this restriction shall not prevent:
(i) the creation, issuance or assumption by the
Corporation of any funded debt if immediately thereafter the consolidated net
tangible assets of the Corporation and its subsidiaries shall be at least
equal to 166-2/3% of the sum of the aggregate principal amount of all
consolidated funded debt of the Corporation and its subsidiaries plus the
aggregate par or involuntary liquidation value in the case of shares without
par value of all shares of Preferred Stock and shares of the Corporation
ranking prior to or on a parity with the Preferred Stock to be outstanding
immediately after such creation, issuance or assumption; provided, however,
that there shall be excluded all consolidated funded debt, Preferred Stock and
shares of the Corporation ranking prior to or on a parity with the Preferred
Stock to be retired upon any such creation, issuance or assumption or held in
the treasury for retirement, and there shall be excluded from tangible assets
the amount thereof required for any such retirement; or
(ii) the creation, issuance or assumption by a
wholly-owned subsidiary of the Corporation of any funded debt authorized by
the Board of Directors of the Corporation if immediately thereafter (A) the
provisions of subparagraph (c)(i) above with respect to the creation, issuance
or assumption of funded debt by the Corporation are compiled with, and (B) the
net tangible assets of such wholly-owned subsidiary shall be at least equal
to 166-2/3% of its funded debt to be outstanding immediately after such
creation, issuance or assumption, excluding, however, any funded debt of such
wholly-owned subsidiary to be retired upon any such creation, issuance or
assumption or held in its treasury for retirement and excluding from tangible
assets the amount thereof required for any such retirement; or
(iii) the creation by any subsidiary of any funded
debt for issuance to, and the issuance or sale thereof to, the Corporation,
but the Corporation shall not, without the consent of the holders of the
Preferred Stock as required by this paragraph (6), sell or otherwise dispose
of funded debt of a subsidiary, except to such subsidiary for retirement,
unless prior thereto or at the same time all obligations, indebtedness, shares
and other securities whatsoever of such subsidiary owned by the Corporation
and any one or more of its subsidiaries are sold or disposed of; provided,
however, that any wholly-owned subsidiary may create, issue or assume any
funded debt pursuant to the provisions of subparagraph (c)(ii) above or the
Corporation may sell or otherwise dispose of funded debt of a wholly-owned
subsidiary if the provisions of said subparagraph (c)(ii) above are complied
with at the time of any such sale or disposition; or
(iv) the extension, renewal or refunding at any time
and from time to time of any funded debt permitted under the provisions of
this paragraph (6) or outstanding on July 15, 1945 or the extension, renewal
or refunding by any subsidiary of any funded debt existing at the time it
becomes a subsidiary of the Corporation; provided, however, that the funded
debt incurred upon any such extension, renewal or refunding shall not exceed
the aggregate principal amount of the funded debt so extended, renewed or
refunded and provided further that the mortgages or other liens, if any,
created upon any such extension, renewal, or refunding shall not cover any
property other than that covered by the mortgages or liens so extended,
renewed or refunded.
(d) The giving by the Corporation or any subsidiary of any
guarantee or other similar obligation for the payment of any dividend, debt
or other obligation whatsoever of any other corporation, person or persons;
provided, however, that this restriction shall not prevent the Corporation or
any subsidiary from guaranteeing or becoming surety for the performance of any
contract or other obligation of a subsidiary, including any guarantee or other
similar obligation by the Corporation of funded debt of a wholly-owned
subsidiary if the provisions of subparagraph (c)(ii) above are complied with
at the time of the giving of such guarantee or obligation but excluding any
other contract or obligation of a subsidiary for the repayment of money
borrowed, or the extension, renewal or refunding of any such obligation.
(e) The issuance by any subsidiary of preference shares
except to the Corporation or the issuance by any subsidiary of shares of any
other class unless the Corporation or one or more of its subsidiaries shall
forthwith acquire such part of such additional shares as may be necessary in
order that the proportionate ownership of the Corporation and its subsidiaries
in such class shall be maintained, provided, however, that any subsidiary may
issue and sell any such shares for the purpose of qualifying any person to
serve as a director of any such subsidiary.
(f) The sale or other disposition by the Corporation or
any subsidiary of any shares or other securities whatsoever issued by any
subsidiary except to the Corporation, one or more of its wholly-owned
subsidiaries and/or the issuing subsidiary for retirement unless prior thereto
or at the same time all obligations, indebtedness, shares and other securities
whatsoever of such subsidiary owned by the Corporation and any one or more of
its subsidiaries are sold or disposed of; provided, however, that the
Corporation may sell or otherwise dispose of funded debt of a wholly-owned
subsidiary if the provisions of subparagraph (c)(ii) above are complied with
at the time of any such sale or disposition.
(g) The amendment, alteration or repeal of any of the
provisions of the Articles of Incorporation or of any certificate or statement
amendatory thereof or supplementary thereto, which affects adversely the
rights and preferences of the Preferred Stock or of the holders thereof;
provided, however, that if any such amendment, alteration or repeal affects
adversely the rights and preferences of any particular series of Preferred
Stock without proportionately affecting adversely the rights and preferences
of the outstanding shares of all series, then like consent by the holders of
at least two-thirds ( ) in amount of the Preferred Stock of such particular
series at the time outstanding shall also be necessary for effecting or
validating any such amendment, alteration or repeal.
(h) The sale, lease or conveyance by the Corporation of
all or substantially all of its property or business or the voluntary parting
with the control thereof, or the voluntary liquidation, dissolution or winding
up of the business of the Corporation, or the merger or consolidation of the
Corporation and any other corporation, except with a wholly-owned subsidiary
corporation; provided, however, that this restriction shall not prevent any
of the foregoing if simultaneously therewith all outstanding shares of the
Preferred Stock shall be redeemed or called for redemption and the redemption
price deposited with a bank or trust company has hereinafter provided in
paragraph (7) of this Article, or otherwise retired.
(7) At the option of the Board of Directors, the Corporation may
at any time or from time to time redeem the whole or any part of the Preferred
Stock by paying therefor in cash $100 per share and an amount equal to unpaid
cumulative dividends accrued thereon to and including the date of redemption,
and, in the case of shares of any series entitled to a premium, the amount of
such premium, such sum being sometimes hereinafter referred to as the
"redemption price". Redemption may be made of shares of one or more
particular series or of all series as the Board of Directors shall determine.
In case of the redemption of only part of the outstanding shares of any
series, such redemption shall be effected by lot or pro rata in such manner
as the Board of Directors may determine. At least thirty (30) days previous
notice by mail, postage prepaid, shall be given to the holders of record of
the Preferred Stock to be redeemed, such notice to be addressed to each such
shareholder at his post office address as shown by the records of the
Corporation. On or after the date of redemption stated in such notice, each
holder of Preferred Stock called for redemption shall surrender his
certificate for such stock to the Corporation at the place designated
in such notice
and shall thereupon be entitled to receive payment of the redemption price.
In case less than all shares represented by such surrendered certificates are
redeemed, a new certificate shall be issued representing the unredeemed
shares. If such notice of redemption shall have been duly given, and if on
or before the redemption date funds adequate for the redemption shall have
been set aside so as to be and continue available therefor, then,
notwithstanding that certificates representing any shares of Preferred Stock so
called for redemption shall not have been surrendered, the dividends thereon
shall cease to accrue after the date of redemption and all rights with respect
to the shares so called for redemption shall forthwith after such redemption
date cease except only the right of the holders to receive the redemption
price without interest. At any time after giving notice of redemption as
aforesaid, of all or any part of the Preferred Stock, the Corporation may
deposit with a bank or trust company in the City and State of New York having
a capital and surplus aggregating not less than $5,000,000 as a trust fund for
the benefit of holders of shares called for redemption, an amount in cash
sufficient to pay the redemption price of such shares. From and after the
making of such deposit such shares shall not be deemed to be outstanding for
any purpose, and the rights of the holders thereof shall be limited to the
right to receive the redemption price upon the surrender of the certificates.
Any money deposited by the Corporation for the redemption of the Preferred
Stock and unclaimed at the end of a period of six years from the date of such
deposit shall be repaid to the Corporation upon its request, expressed in a
resolution of its Board of Directors, after which repayment the holders of the
Preferred Stock shall look only to the Corporation for payment of the
redemption price. Subject to the provisions hereof the Board of Directors
shall have authority to prescribe the manner in which the Preferred Stock
shall be redeemed from time to time. No shares of Preferred Stock redeemed
shall be reissued or otherwise disposed of and no Preferred Stock shall be
issued in lieu thereof and the Corporation shall from time to time cause all
shares redeemed to be retired in the manner provided by law.
(8) Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the Preferred Stock shall be
entitled, before any distribution is made to the Common Stock or any shares
of the Corporation ranking junior to the Preferred Stock, to be paid the sum
of $100 per share, and an amount equal to all unpaid cumulative dividends,
whether earned or declared or not, which have accrued thereon to the date of
distribution upon liquidation, and, if such liquidation, dissolution or
winding up is voluntary, in the case of shares of any series entitled to a
premium, the amount of such premium; and the Preferred Stock shall not be
entitled to any further payment. In case the net assets of the Corporation
are insufficient to pay all outstanding shares of Preferred Stock of all
series the full amount to which they are respectively entitled, then the
entire net assets of the Corporation shall be distributed ratably to all
outstanding shares of Preferred Stock of all series in proportion to their
full preferential amounts (including cumulative dividends and premium, if any)
to which each such share is entitled.
(9) Except as otherwise specifically provided in this Article
or as otherwise expressly required by law, the Preferred Stock shall not have
any rights to vote for the election of directors or for any other purpose and
the Preferred Stock shall not be entitled to any notice of any meeting of
shareholders, provided, however, that if and whenever four quarterly dividends
(whether or not consecutive) payable on the Preferred Stock shall be in
default, in whole or in part, then the holders of the Preferred Stock, voting
separately as a class, shall, at the next annual meeting of shareholders and
thereafter, be solely entitled to elect one-third of the total number of
directors of the Corporation (or if one-third of the total number results in
a fraction, then the next higher integral number of directors) and the holders
of the Common Stock, voting separately as a class shall be solely entitled to
elect the remaining directors.
At any meeting at which the holders of the Preferred Stock shall
be entitled to elect directors, the holders of a majority of the then
outstanding shares of the Preferred Stock, whether present in person or by
proxy, shall be sufficient to constitute a quorum for the election of, and a
plurality of the votes of the holders of the Preferred Stock so present at any
such meeting at which there shall be such a quorum, shall be sufficient to
elect the directors to be elected by the holders of the Preferred Stock.
In case of any vacancy or vacancies in the Board of Directors
through death, resignation, disqualification, removal or other causes
occurring among the directors elected at any time by the holders of the Common
Stock, the remaining director(s) elected by the vote of the holders of the
Common Stock, although less than a majority of the directors elected by the
Common Stock, may elect a successor(s) to hold office for the unexpired term
of the director(s) whose place shall be vacant and until the next election of
directors by shareholders. In case of any such vacancy or vacancies in the
Board of Directors occurring among the directors elected by the holders of the
Preferred Stock, the remaining directors(s) elected by the vote of the holders
of the Preferred Stock, although less than a majority of the directors elected
by the Preferred Stock, may elect a successor(s) to hold office for the
unexpired term of the director(s) whose place shall be vacant and until the
next election of directors by shareholders.
Upon the payment in full of all dividends in default on the
Preferred Stock at the time of such payment, and provided also that the
quarter-yearly dividend on the Preferred Stock for the current quarter-yearly
dividend period shall have been paid or declared and set apart in full for
such payment, and provided also that all payments in default under the
requirements of the sinking fund, if any, for the Preferred Stock have been
paid in full, the voting powers of the holders of the Preferred Stock for the
election of directors shall terminate and such voting powers shall continue
exclusively in the holders of the Common Stock, always subject, however, to
the same provisions for the vesting of such voting powers in the holders of
the Preferred Stock in cash of any future similar default or defaults in the
payment of dividends.
The holders of shares of stock entitled to vote in the election
of directors of the Corporation shall not be entitled to cumulate votes for
the purpose of such election.
(10) No holder of Preferred Stock shall be entitled, as such, as
a matter of right, to subscribe for or purchase any part of any new or
additional issue of shares of the Corporation of any class whatsoever, or of
securities convertible into shares of the Corporation of any class whatsoever,
whether now or hereafter authorized, or whether issued for cash, property or
services.
(11) For the purpose of this Article the following terms shall
have the following meanings unless the context shall otherwise indicate:
(a) Consolidated Net Earnings: The term "consolidated net
earnings" shall mean the balance remaining after deducting from the
consolidated earnings and other income and profits (excluding gains from
the sale,
conversion or write-up of capital assets, less tax adjustments attributable
thereto, and excluding for any accounting period beginning after December 31,
1944, all refunds of taxes attributable to transactions consummated prior to
that date) of the Corporation and its subsidiaries, all expenses, charges and
reserves (excluding losses from the sale, conversion or write-down of capital
assets, less tax adjustments attributable thereto, and excluding for any
accounting period beginning after December 31, 1944 any taxes paid, or
reserves therefor, attributable to transactions consummated prior to that
date) of every character which may properly be deducted in determining
consolidated profit and loss in accordance with generally accepted principles
of accounting. For the purpose of this paragraph the term "capital assets"
shall mean all assets other than current assets and shall include investments
in securities.
(b) Consolidated Current Assets: The term "consolidated
current assets" shall mean such assets of the Corporation and its subsidiaries
as may properly be so classified in accordance with generally accepted
principles of accounting, consolidated in accordance with such principles, but
excluding, however, the aggregate amount of such assets subject to purchase
money mortgages or any other purchase money liens expressly excluded by the
provisions of subparagraph (e) below from the determination of consolidated
funded debt of the Corporation and its subsidiaries.
(c) Current Liabilities: The term "current liabilities"
shall mean such liabilities as may properly be so classified in accordance
with generally accepted principles of accounting, including the aggregate
amount of all purchase money mortgages and all other purchase money liens
(whether or not the Corporation or any one or more of its subsidiaries shall
be personally liable for the payment thereof) to the extent of payments on
account thereof due within one year from the date as of which the
determination of current liabilities is made. The term "consolidated current
liabilities" shall mean the consolidated current liabilities of the
Corporation and its subsidiaries, consolidated in accordance with generally
accepted
principles of accounting.
(d) Consolidated Net Current Assets: The term "consolidated
net current assets" shall mean the consolidated current assets of the
Corporation and its subsidiaries less the consolidated current liabilities of
the Corporation and its subsidiaries.
(e) Funded Debt: The term "funded debt" shall mean all
debt maturing by its terms more than one year from the date as of which the
determination of funded debt is made and such other debt as may properly be
classified as funded debt in accordance with generally accepted principles of
accounting, but excluding, however, the aggregate amount of all purchase money
mortgages and all other purchase money liens payable by their terms more than
one year from the date as of which the determination of funded debt is made,
if neither the Corporation nor any subsidiary shall be personally liable for
the payment thereof. The term "consolidated funded debt" shall mean all
funded debt of the Corporation and its subsidiaries, consolidated in
accordance with generally accepted principles of accounting.
(f) Tangible Assets: The term "tangible assets" shall
mean all assets at their net balance sheet values (after deducting related
depreciation and other valuation reserves), including, without limitation,
indebtedness and securities owned (including claims for post-war refunds of
excess profit taxes) and prepaid expenses, excluding, however, treasury
shares, rights in patents, trademarks and copyrights, goodwill, unamortized
debt discount and expense and other items of similar nature and excluding the
aggregate amount of such assets subject to purchase money mortgages or any
other purchase money liens expressly excluded by the provisions of
subparagraph (e) above from the determination of consolidated funded debt of the
Corporation and its subsidiaries.
(g) Net Tangible Assets: The term "net tangible assets"
shall mean tangible assets less current liabilities and less all other
liabilities (including all reserves) other than funded debt and all purchase
money mortgages and other purchase money liens expressly excluded by the
provisions of subparagraph (e) above from the determination of funded debt.
The term "consolidated net tangible assets" shall mean the net tangible assets
of the Corporation and its subsidiaries, consolidated in accordance with
generally accepted principles of accounting.
(h) Subsidiary: The term "subsidiary" or "subsidiaries"
shall be deemed to mean and include any corporation not less than 66-2/3% of
the voting shares (not including shares having voting power only upon the
happening of an event of default) of which is at the time owned, directly or
indirectly, by the Corporation.
(i) Wholly-Owned Subsidiary: The term "wholly-owned
subsidiary" shall be deemed to mean and include any corporation, of which all
shares (except directors' qualifying shares) of every class whatsoever and all
option rights and securities convertible into or evidencing the right to
purchase any such shares are at the time owned by the Corporation and/or by
one or more other corporations of which all such shares, option rights and
convertible securities are at the time owned by the Corporation.
Whenever in this Article reference is made to shares of the
Corporation ranking prior to or junior to, or on a parity with, the Preferred
Stock, such reference shall be deemed to apply to shares ranking prior or
junior to, or on a parity with, the Preferred Stock as to dividends or assets.
The Board of Directors may, but shall not be required to, obtain
the certificate of any firm of independent, certified or public accountants
selected by it (who may be the accountants who regularly audit the books of
the Corporation) in regard to any computations referred to in this Article,
and said certificate shall be conclusive evidence as to such computations and
any computations so made shall be binding upon and conclusive as to all
shareholders of the Corporation.
CLASS A PREFERRED STOCK
(12) Unless the context demands otherwise, reference to
"Preferred Stock" shall not be deemed to refer to "Class A Preferred Stock"
and references to "Class A Preferred Stock" shall not be deemed to refer to
"Preferred Stock."
(13) Subject to all the rights, privileges, preferences and
priorities of the Preferred Stock, as set forth above, up to 1,000,000 shares
of Class A Preferred Stock without par value may be issued by the Board of
Directors in one or more series. Class A Preferred Stock in each such series
shall have full, limited, multiple, fractional or no voting rights, and such
designations, preferences, qualifications, privileges, limitations,
restrictions, options, conversion rights, and other special or relative
rights as shall be fixed from time to time by resolution of the Board of
Directors providing for the issue of such shares.
(14) Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, after the Preferred Stock has
been paid in full the sum of $100 per share and an amount equal to all unpaid
cumulative dividends, whether earned or declared or not, accrued thereon to
the date of distribution upon liquidation, and, in the case of shares of any
series entitled to premiums, the amount of such premium, the Class A Preferred
Stock shall be paid in full all amounts to which it is entitled on redemption
including accrued but unpaid dividends and premiums if any, to the extent that
remaining net assets of the Corporation are available for such payment.
COMMON STOCK
(15) The Common Stock is junior to the Preferred Stock and the
Class A Preferred Stock and is subject to all the rights, privileges,
preferences and priorities of the Preferred Stock and the Class A Preferred
Stock as herein set forth.
(16) Subject to all the rights of the Preferred Stock and the
Class A Preferred Stock, dividends may be paid on the Common Stock as and when
declared by the Board of Directors out of the surplus of the Corporation
legally available for the payment thereof.
(17) Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, after the Preferred Stock has
been paid in full the sum of $100 per share and an amount equal to all unpaid
cumulative dividends, whether earned or declared or not, accrued thereon to
the date of distribution upon liquidation, and, in the case of shares of any
series entitled to a premium, the amount of such premium, and after the Class
A Preferred Stock shall be paid in full all amounts to which it is entitled
upon redemption, including accrued but unpaid dividends and premiums, if any,
the remaining net assets of the Corporation shall be distributed pro rata to
the Common Stock.
(18) Except to the extent that any resolution of the Board of
Directors providing for the issue of any series of Class A Preferred Stock
expressly provides for voting rights with respect to such series of Class A
Preferred Stock, and except to the extent, if any, that the law may prohibit
the denial by the Articles of Incorporation as amended of the right to vote
to the Preferred Stock or the Class A Preferred Stock and except as expressly
provided in the Articles of Incorporation as amended with respect to the
Preferred Stock, the Common Stock shall have the exclusive voting rights for
the election of directors and for all other purposes, each holder of Common
Stock on the date fixed for determining shareholders entitled to vote being
entitled to one vote for each share thereof held of record by him, with the
right of cumulative voting in all elections of directors as provided in
paragraph (9) of this Article; and, except as otherwise required by law or as
expressly provided in the Articles of Incorporation as amended or in any
resolution of the Board of Directors providing for the issue of any series of
Class A Preferred Stock, any action whatsoever shall be effective or valid if
taken or authorized by the affirmative vote or a majority in number of the
aggregate number of votes to which the holders of all of the shares of Common
Stock shall be entitled without any vote or consent by the holders of the
Preferred Stock or the Class A Preferred Stock; provided, however, that this
provision shall not be construed to require the authorization by such
affirmative vote of the Common Stock in any case where under the laws
applicable to this Corporation the action in question may be taken without
such authorization.
(19) No holder of Common Stock shall be entitled, as such, as a
matter of right, to subscribe for or purchase any new or additional issue of
shares of Preferred Stock or Class A Preferred Stock or of any new class of
shares or of any option rights or securities convertible into or evidencing
the right to purchase Preferred Stock or Class A Preferred Stock or any such
new class of shares, whether now or hereafter authorized, or whether issued
for cash, property or services. The Corporation may, in any manner permitted
by law, issue shares of Common Stock, whether now or hereafter authorized, or
of any new class of Common Stock, or option rights or securities convertible
into or evidencing the right to purchase such shares, for any consideration
other than money without first offering the same for subscription to the
holders of the then outstanding Common Stock and no holder of Common Stock
shall be entitled, as such, as a matter of right, to subscribe for or purchase
any such shares, option rights or convertible securities so to be issued.
$4.75 PREFERRED STOCK
Article Fifth.
(1) There is established a series of the Preferred Stock of the
Corporation, the designation of which shall be "$4.75 Preferred Stock"; and
the relative rights and preferences of such series are hereby fixed and
determined as follows:
(a) The rate of dividends upon the shares of $4.75
Preferred Stock shall be $4.75 per annum.
(b) The premium payable upon the redemption of shares of
the $4.75 Preferred Stock, otherwise than by the sinking fund, shall be $1 per
share.
(c) The premium payable on shares of the $4.75 Preferred
Stock in the event of voluntary liquidation, dissolution or winding up of the
Corporation shall be $1 per share.
(d) The $4.75 Preferred Stock shall be entitled to the
benefit of a sinking fund as set forth in this paragraph (d). On or before
September 1 of each year (herein called the "sinking fund payment date")
commencing with the year 1946, so long as any shares of $4.75 Preferred Stock
remain outstanding, the Corporation shall make available as a sinking fund for
the redemption of the $4.75 Preferred Stock a sum of money equal to 10% of the
consolidated net earnings of the Corporation and its subsidiaries (as defined
in paragraph (11) of Article Fourth of the Articles of Incorporation of the
Corporation, as amended) for the twelve months' period ended December 31 next
preceding the sinking fund payment date after deducting from said consolidated
net earnings an amount equal to the full dividend requirements for such twelve
months' period on all shares of $4.75 Preferred Stock outstanding during such
period; but in no event shall such sum of money be in excess of an amount
sufficient to so redeem on October 15 next following 4% of the largest amount
of $4.75 Preferred Stock at any time outstanding prior to such September 1.
Such sinking fund payments shall be cumulative. The money made available as
a sinking fund shall be applied to the redemption on said October 15 of shares
of $4.75 Preferred Stock determined by lot at the following prices plus in
each case accrued dividends to the redemption date; $2 if redeemed on or
before October 15, 1950, and $1 if redeemed thereafter; provided, however,
that if the moneys in the sinking fund on any September 1 (including the
payment made on that date) shall not be sufficient to redeem at least 250
shares, then the Corporation, at its election, need not redeem any shares on
the next succeeding October 15 and such moneys shall be added to the next
sinking fund payment unless used in the meantime to purchase shares of $4.75
Preferred Stock at the best prices obtainable by the Corporation considering
the amount purchased, not exceeding, however, the then applicable sinking fund
redemption price. In any year the Corporation, instead of making available
all or part of said sum in cash, may surrender to the sinking fund, not later
than September 1, shares of $4.75 Preferred Stock which, after being
outstanding, have been purchased or otherwise acquired by the Corporation and
have not previously been surrendered to the sinking fund and the Corporation
shall be credited against the cash sinking fund requirements of that year with
a sum equal to the cost of such shares, not exceeding, however, the redemption
price as of the next succeeding October 15.
No sinking fund payment shall be made if there is an existing
default in the payment of dividends on the $4.75 Preferred Stock, except that
$4.75 Preferred Stock purchased by the Corporation prior to any existing
default may be surrendered to the sinking fund. During the continuance of any
such default in the payment of dividends no moneys in the sinking fund shall
be used to purchase or redeem $4.75 Preferred Stock except moneys required to
redeem shares of $4.75 Preferred Stock designated for redemption in any notice
of redemption given prior to any such default and purchases pursuant to a pro
rata offering to the holders of all outstanding $4.75 Preferred Stock. No
$4.75 Preferred Stock surrendered to the sinking fund shall be reissued or
otherwise disposed of and no $4.75 Preferred Stock shall be issued in lieu
thereof and the Corporation may from time to time cause all shares so
surrendered to be retired in the manner provided by law. After all shares of
$4.75 Preferred Stock have been so retired any balance remaining in the
sinking fund shall become part of the general funds of the Corporation.
The provisions of paragraph (7) of Article Fourth of the Articles
of Incorporation of the Corporation, as amended, relating to the method of
redemption of $4.75 Preferred Stock shall be applicable to the redemption of
shares by the sinking fund.
(2) Of the one hundred thirty-six thousand five hundred sixty-six
(136,566) shares of Preferred Stock authorized by the Articles of
Incorporation of the Corporation, as heretofore amended, thirty-six thousand
five hundred sixty-six (36,566) shares are hereby assigned to the series
established by Section 1 of this Article, designated "$4.75 Preferred Stock,"
and established as said series.
PUBLICKER
INDUSTRIES INC. Exhibit 11
AND SUBSIDIARY COMPANIES
CALCULATION OF EARNINGS PER SHARE
(Unaudited)
Year Ended december 31,
1996(a) 1995(b) 1994(b)
(in thousands except per share data)
Income (loss) from continuing operations $ (3,704) $ (5,266) $ (5,052)
Add - Interest savings, net
of tax effect 187 - -
Adjusted income (loss) from
continuing operations (3,517) (5,266) (5,052)
Income and gains from discontinued operations 14,699 4,975 2,763
Adjusted net income (loss) $ 11,182 $ (291) $ (2,289)
Average common shares 15,294 14,761 14,523
Add - Stock options and
common stock purchase warrants 1,778 - -
Adjusted common shares 17,072 14,761 14,523
Earnings (loss) per common share
Continuing operations $ (.21) $ (.36) $ (.34)
Discontinued operations .86 .34 .19
$ .65 $ (.02) $ (.15)
(a) Earnings per common share is
computed using the modified treasury method. In accordance with
this method, proceeds from the
exercise of stock options and
warrants are first used to buy
back up to 20% of the Company's
common stock at the average price
for the period. Any remaining
proceeds are used to retire debt.
An adjustment is made to net
income to reflect interest assumed to be saved on the debt
retirement, net of income taxes.
(b) Earnings per common share is
computed using the weighted average number of common shares
outstanding during each period. The
effect of stock options and warrants were not included as they
were antidilutive.
PUBLICKER INDUSTRIES INC.
Exhibit 21
AND SUBSIDIARY COMPANIES
LIST OF SIGNIFICANT SUBSIDIARIES
State of Jurisdiction
Subsidiary of Incorporation
Boxsterview, Inc. Delaware
Continental Distilling Corporation Delaware
Darkrats, Inc. Delaware
Fentronics, Inc. Delaware
Greenwald Industries, Inc. Delaware
Hanten Acquisition Co. Delaware
Kidde Systems, Inc. Delaware
LTA Disposition Corporation Delaware
Nevco Housewares, Inc. Delaware
Orr-Schelen-Mayeron & Associates, Inc. Minnesota
Publicker Chemical Corporation Louisiana
Publicker Gasohol, Inc. Delaware
Publicker, Inc. Delaware
Rouglas-Dandall, Inc. Delaware
Sagrocry, Inc. Pennsylvania
PUBLICKER INDUSTRIES INC.
Exhibit 23
AND SUBSIDIARY COMPANIES
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our reports included in this Form 10-K into the Company's
previously filed Registration Statement on Form S-1 File No. 33-9344,
Registration Statement on Form S-3 File No. 33-9344, Registration Statement
on Form S-8 File No. 33-26386, Registration Statement on Form S-8 File No.
33-56838 and Registration Statement on Form S-8 File No. 33-88876.
Arthur Andersen LLP
Stamford, Connecticut
March 27, 1997