SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to _____
Commission file number 1-3916
ARTRA GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1095978
- --------------------------------------------- ---------------------
State or other jurisdiction I.R.S. Employer
of incorporation or organization Identification No.
500 Central Avenue, Northfield, IL 60093
- --------------------------------------------- ---------------------
Address of principal executive offices Zip Code
Registrant's telephone number, including area code: (847) 441-6650
Not Applicable
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at July 31, 1999
- --------------------------------------- ---------------------------------
Common stock, without par value 8,894,423
<PAGE>
ARTRA GROUP INCORPORATED
INDEX
Page
Number
------
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
June 30, 1999 and December 31, 1998 2
Condensed Consolidated Statements of Operations
Three and Six Months Ended
June 30, 1999 and June 30, 1998 3
Condensed Consolidated Statement of Changes
in Shareholders' Equity
Six Months Ended June 30, 1999 4
Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30, 1999
and June 30, 1998 5
Notes to Condensed Consolidated
Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 14
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 18
PART II OTHER INFORMATION
Item 1. Legal Proceedings 19
Item 6. Exhibits and Reports on Form 8-K 19
SIGNATURES 20
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ARTRA GROUP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited in thousands, except share data)
June 30, December 31,
1999 1998
-------- --------
ASSETS
Current assets:
Cash and equivalents $ 10,495 $ 11,753
Restricted cash and equivalents 111 1,045
Available-for-sale securities 4,577 8,200
Other 221 270
-------- --------
Total current assets 15,404 21,268
Other assets:
Advances to Entrade Inc. 1,428 --
Other 89 --
-------- --------
$ 16,921 $ 21,268
======== ========
LIABILITIES
Current liabilities:
Accrued expenses $ 590 $ 568
Income taxes 1,114 1,854
Common stock put warrants 511 1,705
Liabilities of discontinued operations 8,464 10,328
-------- --------
Total current liabilities 10,679 14,455
-------- --------
Commitments and contingencies
Redeemable preferred stock 3,051 2,857
SHAREHOLDERS' EQUITY
Common stock, no par value;
authorized 20,000,000 shares;
issued 9,318,105 shares in 1999
and 8,302,110 shares in 1998 6,989 6,227
Additional paid-in capital 53,047 42,734
Deferred stock compensation (3,702) --
Unrealized appreciation of investments 7,297 10,920
Accumulated deficit (58,815) (54,300)
-------- --------
4,816 5,581
Less treasury stock, 437,882 shares, at cost 1,625 1,625
-------- --------
3,191 3,956
-------- --------
$ 16,921 $ 21,268
======== ========
The accompanying notes are an integral part of the consolidated financial
statements.
2
<PAGE>
ARTRA GROUP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ------------------
1999 1998* 1999 1998*
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net sales $ -- $ -- $ -- $ --
------- ------- ------- -------
Costs and expenses:
Cost of goods sold,
exclusive of depreciation and amortization -- -- -- --
Selling, general and administrative 3,174 530 4,528 1,152
------- ------- ------- -------
3,174 530 4,528 1,152
------- ------- ------- -------
Operating loss (3,174) (530) (4,528) (1,152)
------- ------- ------- -------
Other income (expense):
Interest income (expense), net 121 (853) 207 (1,987)
Realized gain on disposal
of available-for-sale securities -- 267 -- 320
Other income (expense), net -- 2 -- (74)
------- ------- ------- -------
121 (584) 207 (1,741)
------- ------- ------- -------
Loss from continuing operations before income taxes (3,053) (1,114) (4,321) (2,893)
Provision for income taxes -- -- -- --
------- ------- ------- -------
Loss from continuing operations (3,053) (1,114) (4,321) (2,893)
Earnings from discontinued operations -- 948 -- 810
------- ------- ------- -------
Net loss (3,053) (166) (4,321) (2,083)
Dividends applicable to redeemable preferred stock (130) (95) (194) (219)
------- ------- ------- -------
Loss applicable to common shares ($3,183) ($ 261) ($4,515) ($2,302)
======= ======= ======= =======
Earnings (loss) per share applicable to common shares:
Basic
Continuing operations ($ 0.37) ($ 0.15) ($ 0.54) ($ 0.39)
Discontinued operations -- 0.12 -- 0.10
------- ------- ------- -------
Net loss ($ 0.37) ($ 0.03) ($ 0.54) ($ 0.29)
======= ======= ======= =======
Weighted average number of shares
of common stock outstanding 8,655 7,864 8,331 7,914
======= ======= ======= =======
Diluted
Continuing operations ($ 0.37) ($ 0.15) ($ 0.54) ($ 0.39)
Discontinued operations -- 0.12 -- 0.10
------- ------- ------- -------
Net loss ($ 0.37) ($ 0.03) ($ 0.54) ($ 0.29)
======= ======= ======= =======
Weighted average number of shares of common stock
and common stock equivalents outstanding 8,655 7,864 8,331 7,914
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
- ---------------------------
* As reclassified for discontinued operations.
3
<PAGE>
ARTRA GROUP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited in thousands, except share data)
<TABLE>
<CAPTION>
Accumulated
Common Stock Additional Deferred Other Treasury Stock Total
----------------- Paid-in Stock Comprehensive Accumulated --------------- Shareholders'
Shares Dollars Capital Compensation Income (Deficit) Shares Dollars Equity
--------- ------- --------- ------------ ------------ ---------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1998 8,302,110 $6,227 $42,734 $10,920 ($54,300) 437,882 ($1,625) $3,956
------------
Comprehensive income (loss):
Net loss - - - - (4,321) - - (4,321)
Net decrease in unrealized
appreciation of investments - - - (3,623) - - - (3,623)
------------
Comprehensive income (loss) (7,944)
------------
Other changes in
shareholders' equity:
Exercise of warrants to
purchase common stock 978,598 734 3,520 - - - - 4,254
Exercise of options to
purchase common stock 37,397 28 124 - - - - 152
Stock options issued
and deferred
stock-based compensation - - 4,900 (4,900) - - - - -
Compensation expense recognized - - - 1,198 - - - - 1,198
Outstanding stock options - - 575 - - - - - 575
Reverse put liability
for warrants exercised - - 1,194 - - - - - 1,194
Redeemable preferred
stock dividends - - - - (194) - - (194)
------------
Other changes in
shareholders' equity 7,179
------------
--------- ------- --------- ----------- ----------- --------- ------- ------- ------------
Balance at June 30, 1999 9,318,105 $6,989 $53,047 ($3,702) $7,297 ($58,815) 437,882 ($1,625) $3,191
========= ======= ========= =========== =========== ========= ======= ======= ============
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
4
<PAGE>
ARTRA GROUP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited in thousands)
Six Months Ended
June 30,
--------------------
1999 1998
-------- --------
Net cash flows from (used by) operating activities ($ 3,781) $ 701
-------- --------
Cash flows from investing activities:
Advances to Entrade Inc. (2,728) --
Decrease in restricted cash 934 --
Additions to property, plant and equipment -- (1,105)
Proceeds from sale of COMFORCE common stock -- 170
Other (89) --
-------- --------
Net cash flows used by investing activities (1,883) (935)
-------- --------
Cash flows from financing activities:
Proceeds from exercise of stock options and warrants 4,406 17
Net decrease in short-term debt -- (379)
Proceeds from long-term borrowings -- 70,186
Reduction of long-term debt -- (72,625)
Repurchase of common stock previously issued
to pay down short-term notes -- (1,518)
Redemption of detachable put warrants -- (1,410)
Other -- (1)
-------- --------
Net cash flows from (used by) financing activities 4,406 (5,730)
-------- --------
Decrease in cash and cash equivalents (1,258) (5,964)
Cash and equivalents, beginning of period 11,753 5,991
-------- --------
Cash and equivalents, end of period $ 10,495 $ 27
======== ========
Supplemental schedule of noncash
investing and financing activities:
ARTRA/BCA redeemable preferred
stock received as payment of
Peter Harvey advances -- 12,787
The accompanying notes are an integral part of the condensed consolidated
financial statements.
5
<PAGE>
ARTRA GROUP INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
ARTRA Group Incorporated, (hereinafter "ARTRA" or the "Company"), is a
Pennsylvania corporation incorporated in 1933. Through November 20, 1998, ARTRA
operated in one industry segment as a manufacturer of packaging products
principally serving the food industry. The packaging products business was
conducted by the Company's wholly-owned subsidiary, Bagcraft Corporation of
America ("Bagcraft"), which business was sold on November 20, 1998.
As discussed in Note 2, on February 23, 1999, ARTRA entered into an agreement
with Entrade Inc. ("Entrade"), formerly NA Acquisition Corp., and WorldWide Web
NetworX Corporation ("WorldWide") providing for the merger of a subsidiary of
Entrade with ARTRA. Entrade, a 90% owned subsidiary of WorldWide, owns all of
the outstanding capital stock of entrade.com, Inc. ("entrade.com") and 25% of
the Class A Common Stock of asseTrade.com, Inc. ("asseTrade.com").
Consummation of the merger is subject to the approval of the shareholders of
ARTRA. The Company expects to complete the transaction during the third quarter
of 1999.
These condensed consolidated financial statements are presented in accordance
with the requirements of Form 10-Q and consequently do not include all the
disclosures required in the Company's annual report on Form 10-K. Accordingly,
the Company's annual report on Form 10-K for the fiscal year ended December 31,
1998, as filed with the Securities and Exchange Commission, should be read in
conjunction with the accompanying consolidated financial statements. The
condensed consolidated balance sheet as of December 31, 1998 was derived from
the audited consolidated financial statements in the Company's annual report on
Form 10-K.
In the opinion of the Company, the accompanying condensed consolidated financial
statements reflect all normal recurring adjustments necessary to present fairly
the financial position as of June 30, 1999, and the results of operations and
changes in cash flows for the three month periods ended June 30, 1999 and June
30, 1998. Reported interim results of operations are based in part on estimates
that may be subject to year-end adjustments. In addition, these quarterly
results of operations are not necessarily indicative of those expected for the
year.
2. CHANGE OF BUSINESS
Entrade Inc.
On February 23, 1999, ARTRA entered into an Agreement and Plan of Merger (the
"Merger Agreement") with WorldWide, Entrade, a 90% owned subsidiary of
WorldWide, and WWWX Merger Subsidiary, Inc. ("Merger Sub"), a wholly owned
subsidiary of Entrade, pursuant to which Merger Sub will merge into the Company
(the "Merger"), with the Company being the surviving corporation. As a result of
the Merger, the Company will become a wholly owned subsidiary of Entrade, and
the shareholders of the Company will become shareholders of Entrade. Under the
terms of the Merger Agreement, the Company's shareholders will receive one share
of Entrade Common Stock in exchange for each share of the Company's Common
Stock. Additionally, holders of ARTRA Series A preferred stock will receive 329
shares of Entrade common stock for each share of ARTRA Series A preferred stock.
All stock options and warrants issued by the Company and outstanding on the
closing date of the Merger will be converted into Entrade stock options and
warrants.
Entrade owns all of the outstanding capital stock of entrade.com and 25% of the
Class A Common Stock of asseTrade.com.
entrade.com is an Internet business-to-business electronic commerce
("e-commerce") company seeking to provide asset disposition solutions for the
utility and large industrial manufacturing sectors. asseTrade.com proposes to
develop and implement comprehensive asset/inventory recovery, disposal,
remarketing and management solutions for corporate clients through advanced
Internet electronic business applications, including on-line auctions.
In connection with the execution of the Merger Agreement, on February 23, 1999,
Entrade acquired certain software and intellectual property and 25% of the
shares of Class A Voting Common Stock of asseTrade.com (collectively, the
"Purchased Assets") from WorldWide, in exchange for 1,800,000 shares of Entrade
common stock, $800,000 in cash and a note for $500,000, payable upon the
consummation of the Merger or the earlier termination of the Merger
6
<PAGE>
ARTRA GROUP INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
Agreement. On February 16, 1999, Entrade had agreed with Energy Trading Company,
a wholly owned subsidiary of Peco Energy Company, to issue to Energy Trading
Company 200,000 shares of Entrade common stock, and to pay Energy Trading
Company $100,000 in exchange for certain retained rights Energy Trading Company
held in the Purchased Assets. Entrade also agreed with both WorldWide and Energy
Trading Company that it would provide a minimum of $4,000,000 in funding for
entrade.com. Under separate loan agreements, ARTRA agreed to loan Entrade up to
$2,000,000 and advance an additional $250,000 to fund the $800,000 cash payment
to WorldWide and to provide funding for entrade.com until the consummation of
the Merger or the earlier termination of the Merger Agreement. Under the Merger
Agreement, the Company agreed to guaranty the $4,000,000 funding for entrade.com
if the Merger is consummated.
In August 1999, WorldWide agreed to loan Entrade up to $500,000 to fund
Entrade's operations for the period from the date of the loan to the closing
date under the Merger Agreement. This amount will be repaid to WorldWide as a
condition to closing the Merger.
Consummation of the Merger is subject to the approval of the shareholders of
ARTRA. The Company expects to complete the transaction during the third quarter
of 1999.
If the Merger Agreement terminates solely because the ARTRA shareholders have
not approved the Merger Agreement and the Merger, all obligations of WorldWide
and Entrade to repay the amounts loaned to either or both of them by ARTRA under
the loan agreement and an additional $250,000 advanced to Entrade by ARTRA will
terminate and the loans made by ARTRA to WorldWide and to Entrade under the loan
agreement will be forgiven as a "break-up" fee to WorldWide and Entrade equal to
the aggregate amount of the loan as defined in the loan agreement and the
additional $250,000 advance.
Bagcraft
Effective August 26, 1998, ARTRA and its wholly-owned BCA Holdings, Inc. ("BCA")
subsidiary, the parent of Bagcraft, agreed to sell the business assets of
Bagcraft. Additionally, the buyer agreed to assume certain Bagcraft liabilities.
The disposition of the Bagcraft business resulted in a net gain of $35,985,000.
The Company's 1998 consolidated financial statements have been reclassified to
report separately the results of operations of Bagcraft. The operating results
(in thousands) for the six months ended June 30, 1998 of the discontinued
Bagcraft subsidiary consist of:
Net sales $ 63,265
========
Earnings from operations before income taxes
and minority interest $ 1,154
Provision for income taxes (44)
Minority interest (300)
--------
Earnings from discontinued operations $ 810
========
Earnings per share from discontinued operations $ .10
========
Liabilities of discontinued operations at June 30, 1999 and December 31, 1998 of
$8,464,000 and $10,328,000, respectively, include BCA/Bagcraft redeemable
preferred stock issues (see Note 4), contractual obligations, environmental
matters and other future estimated costs for various discontinued operations.
7
<PAGE>
ARTRA GROUP INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
3. INVESTMENT IN COMFORCE CORPORATION
At June 30, 1999 ARTRA's investment in COMFORCE Corporation ("COMFORCE"),
1,525,500 shares, currently a common stock ownership interest of approximately
9%, was classified in the Company's condensed consolidated balance sheet in
current assets as "Available-for-sale securities." At June 30, 1999 the gross
unrealized gain relating to ARTRA's investment in COMFORCE, reflected as a
separate component of shareholders' equity, was $7,297,000. The investment in
COMFORCE common stock, which represents a significant portion of the Company's
assets at June 30, 1999 and December 31, 1998, is subject to liquidity and
market price risks.
In January 1996, the Company's Board of Directors approved the sale of 200,000
of ARTRA's COMFORCE common shares to certain officers, directors and key
employees of ARTRA for non-interest bearing notes totaling $400,000. The notes
are collateralized by the related COMFORCE common shares. Additionally, the
noteholders have the right to put their COMFORCE shares back to ARTRA in full
payment of the balance of their notes.
Based upon the preceding factors, the Company had concluded that, for reporting
purposes, it had effectively granted options to certain officers, directors and
key employees to acquire 200,000 of ARTRA's COMFORCE common shares. Accordingly,
in January 1996 these 200,000 COMFORCE common shares were removed from the
Company's portfolio of "Available-for-sale securities" and were classified in
the Company's condensed consolidated balance sheet as other receivables with an
aggregate value of $400,000, based upon the value of proceeds to be received
upon future exercise of the options. The disposition of these 200,000 COMFORCE
common shares resulted in a gain that was deferred and will not be recognized in
the Company's financial statements until the options to purchase these 200,000
COMFORCE common shares are exercised.
During the three and six months ended June 30, 1998, options to acquire 70,750
and 84,750 of these COMFORCE common shares were exercised resulting in realized
gains of $267,000 and $320,000, respectively. At June 30, 1999, options to
acquire 55,750 COMFORCE common shares remained unexercised and were classified
in the Company's condensed consolidated balance sheet as other current assets
with an aggregate value of $112,000, based upon the value of proceeds to be
received upon future exercise of the options.
4. REDEEMABLE PREFERRED STOCK
ARTRA
In March 1990, ARTRA issued 3,750 shares of $1,000 par value junior
non-convertible payment-in-kind redeemable Series A Preferred Stock with an
estimated fair value of $1,012,000, net of unamortized discount of $2,738,000 as
partial consideration for the acquisition of the discontinued Bagcraft
subsidiary.
At June 30, 1999 and December 31, 1998, 1,849.34 shares of Series A Preferred
Stock were outstanding with carrying values of $3,051,000 and $2,857,000,
respectively, including accumulated dividends, net of unamortized discount of
$102,000 and $239,000, respectively. The Series A Preferred Stock accrues
dividends at the rate of 6% per annum and is redeemable by ARTRA on March 1,
2000 at a price of $1,000 per share plus accrued dividends. Accumulated
dividends of $1,338,000 ($724 per share) and $1,246,000 ($674 per share) were
accrued at June 30, 1999 and December 31, 1998, respectively.
BCA Holdings/ Bagcraft
During 1992 and 1993, in exchange for cash consideration of $3,675,000, a former
related party received 3,675 shares of BCA Series A preferred stock (6%
cumulative, redeemable preferred stock with a liquidation preference equal to
$1,000 per share). At June 30, 1999 and December 31, 1998, liabilities of
discontinued operations included 1,036.39 and 1,672.18 BCA Series A redeemable
preferred shares with accumulated dividends of $318,000 ($307 per share) and
$514,000 ($307 per share), respectively.
8
<PAGE>
ARTRA GROUP INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
Effective February 15, 1996, BCA, Bagcraft and a former related party entered
into an agreement to exchange certain preferred stock between the Companies. Per
terms of the exchange agreement BCA issued 8,135 shares of BCA Series B
preferred stock (13.5% cumulative, redeemable preferred stock with a liquidation
preference equal to $1,000 per share) to the former related party in exchange
for 41,350 shares of Bagcraft redeemable preferred stock. At June 30, 1999 and
December 31, 1998, liabilities of discontinued operations included 1,675.79 BCA
Series B redeemable preferred shares with accumulated dividends of $650,000
($388 per share).
Both the BCA Series A preferred stock and the BCA Series B preferred stock are
redeemable at the option of the issuer for an amount equal to face value plus
accumulated dividends. The BCA Series B preferred stock was redeemable on June
1, 1997.
At June 30, 1999 and December 31, 1998, liabilities of discontinued operations
included 8,650 shares of Bagcraft 13.5% cumulative, redeemable preferred stock
(liquidation preference equal to $100 per share). Accumulated dividends of
$1,315,000 were accrued at June 30, 1999 and December 31, 1998 ($152 per share).
Proposed Exchange Under Merger Agreement
On February 23, 1999, ARTRA entered into a Merger Agreement with WorldWide and
Entrade (see Note 2). As a result of the Merger, the Company will become a
wholly owned subsidiary of Entrade, and the shareholders of the Company will
become shareholders of Entrade. Under the terms of the Merger Agreement, if
approved by the Company's shareholders, the holders of ARTRA Series A preferred
stock will receive 329 shares of Entrade Common Stock in exchange for each share
of their ARTRA Series A preferred stock.
The Merger Agreement as amended as of August 9, 1999, does not provide for the
issuance of shares of Entrade common stock in exchange for any outstanding
shares of BCA Series preferred stock or BCA Series B preferred stock.
5. INCOME TAXES
No income tax benefit was recognized in connection with the Company's 1998 and
1997 pre-tax losses due to the Company's tax loss carryforwards and the
uncertainty of future taxable income.
At December 31, 1998, the Company and its subsidiaries had Federal income tax
loss carryforwards of approximately $10,000,000 expiring principally in 2010 -
2012, available to be applied against future taxable income, if any. In recent
years, the Company has issued shares of its common stock to repay various debt
obligations, upon exercise of stock options and warrants, as consideration for
acquisitions, to fund working capital obligations and as consideration for
various other transactions. Section 382 of the Internal Revenue Code of 1986
limits a corporation's utilization of its Federal income tax loss carryforwards
when certain changes in the ownership of a corporation's common stock occurs. In
the opinion of management, the Company is not currently subject to such
limitations regarding the utilization of its Federal income tax loss
carryforwards. Should the Company continue to issue a significant number of
shares of its common stock, it could trigger a limitation on its ability to
utilize its Federal income tax loss carryforwards. The pending Merger with
Entrade will not affect ARTRA's Federal income tax loss carryforwards.
6. EARNINGS PER SHARE
Effective December 31, 1997, the Company adopted SFAS No. 128, "Earnings per
Share". Basic earnings (loss) per share is computed by dividing the income
available to common shareholders, net earnings (loss), less redeemable preferred
stock dividends and redeemable common stock accretion, by the weighted average
number of shares of common stock outstanding during each period.
9
<PAGE>
ARTRA GROUP INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
Diluted earnings (loss) per share is computed by dividing the income available
to common shareholders, net earnings (loss), less redeemable preferred stock
dividends and redeemable common stock accretion, by the weighted average number
of shares of common stock and common stock equivalents (stock options and
warrants), unless anti-dilutive, during each period.
Earnings (loss) per share for the three and six months ended June 30, 1999 and
1998 was computed as follows (in thousands, except per share amounts):
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
June 30, 1999 June 30, 1998
------------------ ------------------
Basic Diluted Basic Diluted
------- ------- ------- -------
AVERAGE SHARES OUTSTANDING:
<S> <C> <C> <C> <C>
Weighted average shares outstanding 8,655 8,655 7,864 7,864
Common stock equivalents (options/warrants) -- -- -- --
------- ------- ------- -------
8,655 8,655 7,864 7,864
======= ======= ======= =======
EARNINGS (LOSS):
Loss from continuing operations $(3,053) $(3,053) $(1,114) $(1,114)
Dividends applicable to
redeemable preferred stock (130) (130) (95) (95)
------- ------- ------- -------
Loss from continuing operations
applicable to common shareholders (3,183) (3,183) (1,209) (1,209)
Earnings from discontinued operations -- -- 948 948
------- ------- ------- -------
Net loss $(3,183) $(3,183) $ (261) $ (261)
======= ======= ======= =======
PER SHARE AMOUNTS:
Loss from continuing operations
applicable to common shares $ (.37) $ (.37) $ (.15) $ (.15)
Earnings from discontinued operations -- -- .12 .12
------- ------- ------- -------
Net loss applicable to common shares $ (.37) $ (.37) $ (.03) $ (.03)
======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended Six Months Ended
June 30, 1999 June 30, 1998
------------------ ------------------
Basic Diluted Basic Diluted
------- ------- ------- -------
AVERAGE SHARES OUTSTANDING:
<S> <C> <C> <C> <C>
Weighted average shares outstanding 8,331 8,331 7,914 7,914
Common stock equivalents (options/warrants) -- -- -- --
------- ------- ------- -------
8,331 8,331 7,914 7,914
======= ======= ======= =======
EARNINGS (LOSS):
Loss from continuing operations $(4,321) $(4,321) $(2,893) $(2,893)
Dividends applicable to
redeemable preferred stock (194) (194) (219) (219)
------- ------- ------- -------
Loss from continuing operations
applicable to common shareholders (4,515) (4,515) (3,112) (3,112)
Earnings from discontinued operations -- -- 810 810
------- ------- ------- -------
Net loss $(4,515) $(4,515) $(2,302) $(2,302)
======= ======= ======= =======
PER SHARE AMOUNTS:
Loss from continuing operations
applicable to common shares $ (.54) $ (.54) $ (.39) $ (.39)
Earnings from discontinued operations -- -- .10 .10
------- ------- ------- -------
Net loss applicable to common shares $ (.54) $ (.54) $ (.29) $ (.29)
======= ======= ======= =======
</TABLE>
10
<PAGE>
ARTRA GROUP INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
7. LITIGATION
The Company and its subsidiaries are the defendants in various business-related
litigation and environmental matters. At June 30, 1999 and December 31, 1998,
the Company had accrued current liabilities of $1,500,000 for potential
business-related litigation and environmental liabilities. While these
litigation and environmental matters involve wide ranges of potential liability,
management does not believe the outcome of these matters will have a material
adverse effect on the Company's financial statements.
The discontinued Bagcraft subsidiary's Chicago facility has been the subject of
allegations that it violated laws and regulations associated with the Clean Air
Act. The facility has numerous sources of air emissions of volatile organic
materials ("VOMs") associated with its printing operations and was required to
maintain and comply with permits and emissions regulations with regard to each
of these emission sources.
In November of 1995, the EPA issued a Notice of Violation ("NOV") against
Bagcraft's Chicago facility alleging numerous violations of the Clean Air Act
and related regulations. In May 1998 Bagcraft paid $170,000 to formally
extinguish this claim.
In April 1994, the EPA notified the Company that it was a potentially
responsible party for the disposal of hazardous substances (principally waste
oil) at a disposal site in Palmer, Massachusetts generated by a manufacturing
facility formerly operated by the Clearshield Plastics Division ("Clearshield")
of Harvel Industries, Inc. ("Harvel"), a majority owned subsidiary of ARTRA. In
1985, Harvel was merged into ARTRA's Fill-Mor subsidiary. This site has been
included on the EPA's National Priorities List. In February 1983, Harvel sold
the assets of Clearshield to Envirodyne. The alleged waste disposal occurred in
1977 and 1978, at which time Harvel was a majority-owned subsidiary of ARTRA. In
May 1994, Envirodyne and its Clearshield National, Inc. subsidiary sued ARTRA
for indemnification in connection with this proceeding. The cost of clean-up at
the Palmer, Massachusetts site has been estimated to be approximately $7 million
according to proofs of claim filed in the adversary proceeding. A committee
formed by the named potentially responsible parties has estimated the liability
respecting the activities of Clearshield to be $400,000. ARTRA has not made any
independent investigation of the amount of its potential liability and no
assurances can be given that it will not substantially exceed $400,000.
In a case titled Sherwin-Williams Company v. ARTRA GROUP Incorporated, filed in
1991 in the United States District Court for Maryland, Sherwin-Williams Company
("Sherwin-Williams") brought suit against ARTRA and other former owners of a
paint manufacturing facility in Baltimore, Maryland for recovery of costs of
investigation and clean-up of hazardous substances which were stored, disposed
of or otherwise released at this manufacturing facility. This facility was owned
by Baltimore Paint and Chemical Company, formerly a subsidiary of ARTRA from
1969 to 1980. Sherwin-William's current projection of the cost of clean-up is
approximately $5 to $6 million. The Company has filed counterclaims against
Sherwin-Williams and cross claims against other former owners of the property.
The Company also is vigorously defending this action and has raised numerous
defenses. Currently, the case is in its early stages of discovery and the
Company cannot determine what, if any, its liability may be in this matter.
ARTRA was named as a defendant in United States v. Chevron Chemical Company
brought in the United States District Court for the Central District of
California respecting Operating Industries, Inc. site in Monterey Park,
California. This site is included on the EPA's National Priorities List. ARTRA's
involvement stemmed from the alleged disposal of hazardous substances by The
Synkoloid Company ("Synkoloid") subsidiary of Baltimore Paint and Chemical
Company, which was formerly owned by ARTRA. Synkoloid manufactured spackling
paste, wall coatings and related products, certain of which generated hazardous
substances as a by-product of the manufacturing process. ARTRA entered into a
consent decree with the EPA in which it agreed to pay $85,000 for one phase of
the clean-up costs for this site; however, ARTRA defaulted on its payment
obligation. ARTRA is presently unable to estimate the total potential liability
for clean-up costs at this site, which clean-up is expected to continue for a
number of years. The consent decree, even if it had been honored by ARTRA, was
not intended to release ARTRA from liability for costs associated with other
phases of the clean-up at this site. The Company is presently unable determine
what, if any, additional liability it may incur in this matter.
11
<PAGE>
ARTRA GROUP INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
In recent years, ARTRA as been a party to product liability asbestos claims
relating to the former The Synkoloid Company subsidiary. ARTRA 's product
liability insurance has covered all of these claims settled to date. As of
September 1998, ARTRA 's primary insurance carriers had paid approximately $13
million in claims related to the Synkoloid products, at which point the primary
insurance carriers asserted that primary coverage had been exhausted. Since that
date, ARTRA's excess insurance carriers assumed the defense of all Synkoloid
product liability claims. Through March 31, 1999, these carriers paid
approximately $4.4 million to settle claims. ARTRA is not able to quantify the
costs of claims that remain outstanding or unasserted. ARTRA believes that
available coverage under the excess insurance polices will be sufficient to
cover outstanding and future claims.
Several cases have arisen from ARTRA's purchase of Dutch Boy Paints which owned
a facility in Chicago which it purchased from NL Industries. In a case titled
City of Chicago v. NL Industries, Inc. and ARTRA GROUP Incorporated, filed in
the Circuit Court of Cook County, Illinois, the City of Chicago brought a
nuisance action and alleged that ARTRA (and NL Industries, Inc.) had improperly
stored, discarded and disposed of hazardous substances at the Dutch Boy site,
and that ARTRA had conveyed the site to Goodwill Industries to avoid clean-up
costs. At the time the suit was filed, the City of Chicago claimed that it would
cost $1,000,000 to remediate the site. The Company is currently negotiating with
the City of Chicago to settle this claim.
ARTRA and NL Industries, Inc. have counter sued each other and have filed third
party actions against the subsequent owners of the property. The Company is
presently unable to determine its liability, if any, in connection with this
case. The parties were conducting discovery but the case was stayed pending the
resolution of the EPA action described below.
On November 17, 1995, the EPA issued letters to ARTRA, NL Industries and others
alleging that they were potentially responsible parties with respect to releases
at the Dutch Boy facility in Chicago and demanding that they remediate the site.
NL Industries entered into a consent decree with EPA in which it agreed to
remediate the site. The Company is presently unable to determine its liability,
if any, in connection with this case.
8. OTHER INFORMATION
On June 28, 1999, the Company's board of directors entered into a three-year
employment agreement with Mark F. Santacrose, under which, Mr. Santacrose agreed
to become the President and Chief Executive Officer of ARTRA. In connection with
such employment, Mr. Santacrose received an option to purchase 200,000 shares of
ARTRA common stock at an exercise price of $10.00 per share (exercisable
immediately) and 100,000 shares of ARTRA common stock at an exercise price of
$12.875 per share (exercisable commencing June 28, 2000). The market value of
ARTRA common stock on the date of grant of the options was $12.875 per share.
Accordingly, at June 30, 1999, ARTRA recognized compensation expense of $575,000
related to these stock options.
On February 23, 1999, the Company entered into three-year employment agreements
with four individuals to manage the Company's entry into the Internet
business-to-business e-commerce and on-line auction business. In connection with
such employment, the three individuals received nonqualified stock options for
the purchase of 1,600,000 shares of the Company's Common Stock at an exercise
price of $2.75 per share. The options vest in three equal installments over a
period ending February 18, 2001. During the six months ended June 30, 1999, the
Company recognized compensation expense of approximately $1,200,000 related to
these stock options.
ARTRA had fallen below the New York Stock Exchange's quantitative and other
continued listing criteria. These criteria included the New York Stock
Exchange's net tangible assets and average three-year net income requirements.
Also, after the sale of ARTRA 's Bagcraft subsidiary, ARTRA has lacked an
ongoing operating business as required under the New York Stock Exchange's
rules. At the New York Stock Exchange's request, ARTRA has provided a definitive
action plan demonstrating ARTRA 's ability to achieve compliance with the
Exchange's listing standards, including the succession of Entrade common stock
to this listing after the Merger. Based upon a review of that plan, the New York
Stock Exchange is continuing the listing of ARTRA common stock.
12
<PAGE>
ARTRA GROUP INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
ARTRA and, after the Merger, Entrade will be subject to ongoing quarterly
monitoring for compliance with the plan. Failure to meet any of the quarterly
plan projections could result in the suspension from trading and subsequent
delisting of ARTRA common stock and, after the Merger, Entrade common stock.
ARTRA 's plan is dependent upon the closing of the Merger during the third
quarter of 1999. If the Merger is not completed, ARTRA may not be able to
satisfy the listing requirements of the New York Stock Exchange, and ARTRA
common stock may be delisted from the New York Stock Exchange.
On April 19, 1999, ARTRA entered into a letter of intent to purchase all of the
issued and outstanding common stock of Public Liquidations Systems, Inc. and
Asset Liquidation Group, Inc., d/b/a as Nationwide Auction Systems Corp. The
purchase price shall consist of cash of $10,800,000 payable at closing,
1,570,000 shares of ARTRA common stock and a $14,000,000 note, subject to
adjustment, payable over a two year period subsequent to the closing of the
transaction. Consummation of the transaction is subject to certain conditions,
including performance of the buyer's and seller's due diligence and negotiation
of a definitive asset purchase agreement. The parties had extended the
expiration date of the letter of intent to August 12, 1999 and are negotiating
to further extend the expiration date. This potential acquisition is not as yet
deemed probable as no assurance can be given that the parties will complete
their due diligence or enter into a definitive agreement by that date.
13
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion supplements the information found in the financial
statements and related notes:
Results of Operations
We significantly changed the business focus of the company during the fourth
quarter of fiscal year 1998. We exited our then single industry segment, the
packaging products business, conducted by the discontinued Bagcraft subsidiary.
We are actively investigating new business opportunities. Our consolidated
financial statements for the three and six months ended June 30, 1998 have been
reclassified to report separately the results of operations of the Bagcraft
subsidiary in discontinued operations.
Three Months Ended June 30, 1999 vs. Three Months Ended June 30, 1998
Continuing Operations
Selling, general and administrative expenses from continuing operations were
$3,174,000 for the three months ended June 30, 1999 as compared to $530,000 for
the three months ended June 30, 1998. We incurred a compensation charge of
approximately $900,000 during the three months ended June 30, 1999 relating to
stock options granted in February 1999 to certain individuals employed to manage
our entry into the Internet business-to-business e-commerce and on-line auction
business. We also incurred a compensation charge of $575,000 during the three
months ended June 30, 1999 relating to stock options granted under terms of an
employment agreement with our newly appointed president and chief executive
officer. Selling, general and administrative expenses from continuing operations
included $867,000 of losses incurred by Entrade during the three months ended
June 30, 1999. The Entrade losses include business development costs of $67,000,
depreciation and amortization of $240,000, payroll and related costs of $357,000
and other administrative costs of $203,000.
During the three months ended June 30, 1999, we had net interest income of
$121,000 as compared to net interest expense of $853,000 during the three months
ended June 30, 1998. We used cash proceeds received from the November 1998 sale
of the assets of the discontinued Bagcraft subsidiary to pay off approximately
$15,200,000 of borrowings on various loan agreements. We have invested
approximately $10,000,000 as of June 30, 1999 of the remaining net proceeds in
interest bearing cash equivalents.
We were unable to recognize an income tax benefit in connection with the
Company's 1999 and 1998 pre-tax losses due to the Company's tax loss
carryforwards and the uncertainty of future taxable income.
Discontinued Operations
During the three months ended June 30, 1998, we had earnings of $948,000 at the
discontinued Bagcraft subsidiary. No income or loss relating to discontinued
operations was incurred during 1999.
Six Months Ended June 30, 1999 vs. Six Months Ended June 30, 1998
Continuing Operations
Selling, general and administrative expenses from continuing operations were
$4,528,000 for the six months ended June 30, 1999 as compared to $1,152,000 for
the six months ended June 30, 1998. We incurred a compensation charge of
approximately $1,200,000 during the six months ended June 30, 1999 relating to
stock options granted in February 1999 to certain individuals employed to manage
our entry into the Internet business-to-business e-commerce and on-line auction
business. We also incurred a compensation charge of $575,000 during the six
months ended June 30, 1999 relating to stock
14
<PAGE>
options granted under terms of an employment agreement with our newly appointed
president and chief executive officer. Selling, general and administrative
expenses from continuing operations included $1,300,000 of losses incurred by
Entrade during the six months ended June 30, 1999. The Entrade losses include
business development costs of $290,000, depreciation and amortization of
$310,000, payroll and related costs of $438,000 and other administrative costs
of $262,000.
During the six months ended June 30, 1999, we had net interest income of
$207,000 as compared to net interest expense of $1,987,000 during the six months
ended June 30, 1998. We used cash proceeds received from the November 1998 sale
of the assets of the discontinued Bagcraft subsidiary to pay off approximately
$15,200,000 of borrowings on various loan agreements.
We were unable to recognize an income tax benefit in connection with the
Company's 1999 and 1998 pre-tax losses due to the Company's tax loss
carryforwards and the uncertainty of future taxable income.
Discontinued Operations
During the six months ended June 30, 1998, we had earnings of $810,000 at the
discontinued Bagcraft subsidiary. No income or loss relating to discontinued
operations was incurred during 1999.
Liquidity and Capital Resources
Cash and Cash Equivalents and Working Capital
Our cash and cash equivalents decreased $1,258,000 during the six months ended
June 30, 1999. Cash flows used by operating activities of $3,781,000 and cash
flows used by investing activities of $1,883,000 exceeded cash flows from
financing activities of $4,406,000. Operating activities used cash flows to fund
the Company's net loss for the six months ended June 30, 1999 and to pay
liabilities of the discontinued Bagcraft subsidiary. Investing activities used
cash flows for our investment in and advances to Entrade. Financing activities
provided cash flows from the exercise of stock options and warrants.
Our consolidated working capital decreased by $2,088,000 to $4,725,000 at June
30, 1999, as compared to consolidated working capital of $6,813,000 at December
31, 1998. We used working capital to pay of liabilities of the discontinued
Bagcraft subsidiary and for our investment in and advances to Entrade.
Operating Plan
On February 23, 1999, ARTRA entered into a Merger Agreement with WorldWide and
Entrade, a 90% owned subsidiary of WorldWide. As a result of the Merger
Agreement, ARTRA will become a wholly owned subsidiary of Entrade, and the
shareholders of ARTRA will become shareholders of Entrade. Under the terms of
the Merger Agreement, ARTRA shareholders will receive one share of Entrade
common stock in exchange for each share of ARTRA common stock. Additionally, the
ARTRA Series A preferred stock shareholders will receive 329 shares of Entrade
common stock in exchange for each share of ARTRA Series A preferred stock. All
stock options and warrants issued by ARTRA and outstanding on the closing date
of the Merger will be converted into Entrade stock options and warrants.
On February 23, 1999, Entrade acquired software and intellectual property and
25% of the shares of Class A Voting Common Stock of asseTrade.com from
WorldWide, in exchange for 1,800,000 shares of Entrade common stock, $800,000 in
cash and a note for $500,000, payable upon the closing of the Merger or the
earlier termination of the Merger Agreement.
On February 16, 1999, Entrade had agreed with Energy Trading Company, a wholly
owned subsidiary of Peco Energy, to issue to Energy Trading Company 200,000
shares of Entrade common stock and to pay Energy Trading Company $100,000 in
exchange for retained rights held in the purchased assets. Entrade also agreed
with both WorldWide and Energy Trading Company that it would provide a minimum
of $4,000,000 in funding for entrade.com.
15
<PAGE>
Under separate loan agreements, ARTRA agreed to loan Entrade up to $2,000,000
and advance an additional $250,000 to fund the $800,000 cash payment to
WorldWide and to provide funding for entrade.com until the consummation of the
Merger or the earlier termination of the Merger Agreement. Under the Merger
Agreement, the Company agreed to guaranty the $4,000,000 funding for entrade.com
if the Merger is consummated.
If the Merger Agreement terminates solely because the ARTRA shareholders have
not approved the Merger Agreement and the Merger, all obligations of WorldWide
and Entrade to repay the amounts loaned to either or both of them by ARTRA under
the loan agreement and an additional $250,000 advanced to Entrade by ARTRA will
terminate and the loans made by ARTRA to WorldWide and to Entrade under the loan
agreement will be forgiven as a "break-up" fee to WorldWide and Entrade equal to
the aggregate amount of the loan as defined in the loan agreement and the
additional $250,000 advance.
We believe we have adequate funds available to fund our obligations under the
Merger Agreement and to fund entrade.com's operations for the remainder of 1999.
We do not intend to be considered an "investment company" as defined by the
Investment Company Act of 1940 and, accordingly, we are actively investigating
new business opportunities, including the Merger. In order to finance new
business opportunities, ARTRA could use sources such as its cash and cash
equivalents, its available-for-sale securities, borrowings from various
potential sources and issuances of equity securities.
Capital Expenditures
ARTRA's corporate entity has no material commitments for capital expenditures.
Investment in COMFORCE Corporation
ARTRA, along with its wholly owned Fill-Mor subsidiary, owns a significant
minority interest in COMFORCE Corporation ("COMFORCE"), consisting of 1,525,500
shares or approximately 9% of the outstanding common stock of COMFORCE as of
June 30, 1999 with an aggregate value as of that date of $4,577,000.
The COMFORCE shares constitute unregistered securities under the Securities Act
of 1933 (the "Act"). As a result of ARTRA's former involvement in the operations
and management of COMFORCE, ARTRA was considered an "affiliate" of COMFORCE
under the Act, and because of this, the number of shares that ARTRA could sell
without registration under the Act within any three-month period was limited.
For the reasons set forth below, the Company believes that an exemption from
registration under Rule 144(k) promulgated under the Act is now available to it,
and therefore the limitations under Rule 144 on the number of restricted shares
that ARTRA could sell within any three-month period without registrations are no
longer applicable to it.
The Commission might not agree with our position. Notwithstanding this, we do
not believe that our ability to sell COMFORCE shares, or eventually to realize
on the value of our COMFORCE shares, will be affected in a material adverse way,
although we may not be able to sell our COMFORCE shares as quickly as we could
if we were to use Rule 144(k). In any event, an attempt to sell a large number
of its COMFORCE shares over a limited period could be expected to result in a
reduction in the value of those shares.
In January 1996, our Board of Directors approved the sale of 200,000 of ARTRA's
COMFORCE common shares to certain officers, directors and key employees of ARTRA
for non-interest bearing notes totaling $400,000. The notes are collateralized
by the related COMFORCE common shares. Additionally, the noteholders have the
right to put their COMFORCE shares back to ARTRA in full payment of the balance
of their notes.
Based upon the preceding factors, we concluded that, for reporting purposes, we
had effectively granted options to those officers, directors and key employees
to acquire 200,000 of our COMFORCE common shares. Accordingly, in January 1996,
these 200,000 COMFORCE common shares were removed from our portfolio of
"available-for-sale securities" and were classified in the condensed
consolidated balance sheet as other receivables with an aggregate value of
$400,000, based upon the value of proceeds to be received upon future exercise
of the options.
16
<PAGE>
At June 30, 1999, options to acquire 55,750 COMFORCE common shares remained
unexercised and were classified in our condensed consolidated balance sheet as
other receivables with an aggregate value of $112,000, based upon the value of
proceeds to be received upon future exercise of the options.
Redeemable Preferred Stock
As discussed in Note 4 to our condensed consolidated financial statements, we
have outstanding redeemable preferred stock with a carrying value of $3,051,000
at June 30, 1999. Certain redeemable preferred stock issues of the BCA and
Bagcraft subsidiaries are included in liabilities of discontinued operations at
June 30, 1999.
Under the terms of the Merger Agreement with WorldWide and Entrade (See Note 2
to our condensed consolidated financial statements), if approved by the
Company's shareholders, the holders of ARTRA Series A preferred stock will
receive 329 shares of Entrade common stock for each share of their ARTRA Series
A preferred stock.
Litigation
We are the defendants in various business-related litigation and environmental
matters. See Note 7 to our condensed consolidated financial statements. At June
30, 1999 and December 31, 1998, we had accrued current liabilities of $1,500,000
for potential business-related litigation and environmental liabilities. While
these litigation and environmental matters involve wide ranges of potential
liability, we do not believe the outcome of these matters will have a material
adverse effect on the our financial statements.
Net Operating Loss Carryforwards
At December 31, 1998, we had Federal income tax loss carryforwards of
approximately $10,000,000 expiring principally in 2010 - 2012, available to be
applied against future taxable income, if any. In recent years, we have issued
shares of our common stock to repay various debt obligations, upon exercise of
stock options and warrants, as consideration for acquisitions, to fund working
capital obligations and as consideration for various other transactions. Section
382 of the Internal Revenue Code of 1986 limits a corporation's utilization of
its Federal income tax loss carryforwards when certain changes in the ownership
of a corporation's common stock occurs.
In our opinion, we not currently subject to such limitations regarding the
utilization of its Federal income tax loss carryforwards. Should we continue to
issue a significant number of shares of ARTRA common stock, it could trigger a
limitation that would prevent it from utilizing a substantial portion of its
federal income tax loss carryforwards. The Merger will not affect ARTRA's net
operating loss carry forwards.
Impact of Inflation and Changing Prices
Inflation has become a less significant factor in our economy and currently is
not a significant factor to our company.
Recently Issued Accounting Pronouncements
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes accounting and
reporting standards for derivative instruments and requires recognition of all
derivatives as assets or liabilities in the balance sheet and measurement of
those instruments at fair value. The statement is effective for fiscal years
beginning after June 15, 2000. We have not determined what impact this standard,
when adopted, will have on the our financial statements.
17
<PAGE>
Year 2000 Compliance
The Year 2000 ("Y2K") issue refers to the inability of many computer programs
and systems to process accurately dates later than December 31, 1999. Unless
these programs are modified to handle the century change, they will likely
interpret the Year 2000 as the year 1900.
The ARTRA corporate entity has limited data processing requirements which are
handled by personal computers running generic software applications. We believe
that our internal systems are Year 2000 compliant. If these systems are not Year
2000 compliant, they can be quickly updated with new equipment without requiring
us to incur significant costs.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
There have been no material changes in reported market risks faced by the
Registrant since December 31, 1998. The Company's investment in COMFORCE common
stock is subject to liquidity and market price risks.
18
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The information required by Part II, Item 1 of Form 10-Q is hereby
incorporated by reference to Note 7 to the Company's condensed
consolidated financial statements for the quarter ended June 30, 1999
included in Part I, Item 1 of this Form 10-Q.
Item 6. Exhibits and Reports On Form 8-K
(a) Exhibits:
None.
(b) Reports on Form 8-K:
On May 7, 1999, the Company filed Form 8-K to report the
signing of a letter of intent to purchase all of the issued
and outstanding common stock of Public Liquidations Systems,
Inc. and Asset Liquidation Group, Inc., d/b/a as Nationwide
Auction Systems Corp. The parties had extended the expiration
date of the letter of intent to August 12, 1999 and are
negotiating to further extend the expiration date. This
potential acquisition is not as yet deemed probable as no
assurance can be given that the parties will complete their
due diligence or enter into a definitive agreement by that
date. This potential acquisition is not as yet deemed probable
as no assurance can be given that the parties will complete
their due diligence or enter into a definitive agreement by
that date.
19
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunder duly authorized.
ARTRA GROUP INCORPORATED
------------------------
Registrant
Dated: August 16, 1999 /s/ James D. Doering
- ------------------------- -------------------------------------------
JAMES D. DOERING
Vice President and Chief Financial Officer
20
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