SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment No. 1 to Form 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended June 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission file number 1-3846
CHRISTIANA COMPANIES, INC.
(Exact name of registrant as specified in its charter)
A Wisconsin Corporation 95-1928079
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
777 East Wisconsin Avenue, Suite 3380, Milwaukee, Wisconsin 53202
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (414) 291-9000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
Common Stock - $1.00 par Value New York Stock Exchange
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]
The aggregate market value (based on September 15, 1995 closing price) of
voting stock less stock owned by all executive officers and directors as a
group: $49,409,882.50
Number of Shares of Common Stock Outstanding at September 15, 1995;
5,195,630
Documents incorporated by reference:
Registrant's definitive Proxy Statement for its 1995 annual meeting
of shareholders to be held on October 31, 1995, is incorporated by
reference in Part III.
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K
for the fiscal year ended June 30, 1995, as set forth herein:
Item 6. Selected Financial Data. This Item has been amended as a result
of the matter described below in Item 8.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations. This Item has been amended as a result of the
matter described below in Item 8.
Item 8. Financial Statements and Supplementary Data. As discussed at
Note B, the Consolidated Financial Statements of Christiana Companies,
Inc. have been amended to reflect the adjustments required to change the
method of accounting for the investment in Energy Ventures, Inc. ("EVI")
from the cost method to the equity method.
Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-
K. The list of exhibits has been amended to file a financial data
schedule reflecting change in accounting discussed above.
<PAGE>
Item 6. Selected Financial Data.
The material under "Five Year Financial Information" below is
incorporated herein.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Net earnings, after adjusting for minority interest, for each of
the past three fiscal years are shown in the table below:
<TABLE>
Contribution to Net Earnings
<CAPTION>
Fiscal Year Ended June 30 1995 1994 1993
(In thousands, except for
per share data) $ Per Share $ Per Share $ Per Share
<S> <C> <C> <C> <C> <C> <C>
Christiana, including Corporate $1,528 $0.29 $2,923 $0.55 $3,079 $0.59
Refrigerated Warehousing and Logistics 2,563 0.49 994 0.19 585 0.11
Prideco, net of Minority Interest 971 0.18 741 0.14 (665) (0.12)
Chicago Gear Works - - - - (85) (0.01)
Non-Operating Writedown - - (1,537) (0.29) - -
----- ----- ----- ----- ------ -----
Net Earnings $5,062 $0.96 $3,121 $0.59 $2,914 $0.57
===== ===== ===== ===== ====== =====
</TABLE>
Fiscal Year Ended June 30, 1995
Christiana Companies consolidated revenues for fiscal 1995 increased
40.7% from $90,153,000 to $126,881,000 due primarily to higher volume in
Refrigerated Warehousing and Logistics operations which in fiscal 1995
included The TLC Group for a full twelve month period versus six months in
fiscal 1994, as well as increased demand for Prideco's downhole premium
tubular products. Within the Refrigerated Warehousing and Logistics
business segment in fiscal 1995 both Wiscold and TLC increased revenues on
a comparable period basis through higher utilization of warehousing
facilities, vegetable processing and IQF operations. Revenues within this
segment increased 67.7%. Warehousing, rental and related expenses
increased primarily due to increased volume at both Wiscold and The TLC
Group as well as the inclusion of TLC for a full 12 month period.
Prideco's revenues increased 19% in fiscal 1995 to $55,239,000 as it
operated at virtually full capacity for much of the year. Increased
demand for all of Prideco's products resulted from a sustained level of
drilling activity throughout the year and the depletion of surplus
inventories of used tubular products. Selling prices of Prideco's
products were modestly higher, however increased steel prices more than
offset these gains. Prideco's gross margin increased marginally from
14.2% in fiscal 1994 to 14.7% in fiscal 1995 due entirely to higher
absorption factors resulting from near full capacity production levels.
Product pricing in Prideco's industry remained intensely competitive
throughout fiscal 1995 reflecting the continued existence of significant
excess manufacturing capacity. Rental revenues from Christiana's real
estate operations were lower in fiscal 1995 due entirely to fewer units
being available for rent as a result of planned vacating of units in
preparation for sale.
Consolidated earnings from operations were $10,324,000 in fiscal
1995 compared to $6,422,000 in fiscal 1994, reflecting a 60.8% increase.
Growth in operating earnings was primarily attributable to higher volume
in Refrigerated Warehousing and Logistics. Within this business segment
both Wiscold and TLC had higher utilization of warehousing, vegetable
processing and IQF capacity all of which generate high marginal
contribution with increased volume once breakeven levels have been
surpassed. During the year Wiscold commenced a new poly bag vegetable
packaging operation at its Beaver Dam facility. Focused marketing and
sales strategies within this segment resulted in increased revenues
derived from integrated logistic services which generally produce higher
margins than discrete warehousing or transportation services. At Prideco,
earnings from operations increased 31.2% compared to the previous year as
a result of higher volume.
On June 30, 1995 Christiana completed a tax free merger of Prideco,
a 60% owned subsidiary, with Grant Acquisition Company, a subsidiary of
Energy Ventures, Inc. In the merger transaction Christiana received
1,035,858 shares of EVI common stock in exchange for its ownership in
Prideco. The investment in Energy Ventures, Inc. will be accounted for
under the equity method of accounting.
Interest income was marginally higher in fiscal 1995 due to higher
rates available on short term investments. Interest expense increased
30.5% in fiscal 1995 to $4,842,000 due primarily to the inclusion of TLC's
operations for the full twelve months this year and to a lesser extent
higher short-term interest rates during the year which impacted Prideco's
borrowings, most of which were priced on a floating rate basis indexed to
prime.
Consolidated net earnings for the year ended June 30, 1995 were
$5,062,000 or $0.96 per share compared to $3,121,000 or $0.59 per share
for the previous fiscal year. Refrigerated Warehousing and Logistics
contributed $2,563,000 or $0.49 per share versus $994,000 or $0.19 per
share in fiscal 1994. The improvement in net earnings in fiscal 1995 was
primarily attributable to improved utilization of Wiscold's warehousing,
vegetable processing and IQF operations and to a lesser extent the
inclusion of The TLC Group for a full twelve month period.
Prideco contributed net earnings, after minority interest, of
$971,000 or $0.18 per share compared to $741,000 or $0.14 per share
contributed in fiscal 1994.
Real estate sales in fiscal 1995 totaled 48 homes and contributed
net earnings of $1,850,000 or $0.35 per share versus 84 home sales in
fiscal 1994 which contributed net earnings of $3,369,000 or $0.63 per
share.
Christiana's effective tax rate decreased in fiscal 1995 to 37% from
38% last year primarily resulting from tax exempt interest.
The following summarizes the unaudited consolidated pro forma
operating results of the Company as if the merger of Prideco, the
acquisition of EVI shares and the acquisition of The TLC Group had
occurred at the beginning of the fiscal year ended June 30, 1994.
Year Ended June 30
1995 1994
Revenues $71,642,000 $67,572,000
Net earnings 4,173,000 2,998,000
Earnings per share $0.79 $0.56
Inflation in fiscal 1995 was a meaningful factor at Prideco which
experienced a substantial increase in steel prices throughout the period.
Due to competitive industry conditions these increases were not able to be
entirely recovered in the selling price of Prideco's products.
Fiscal Year Ended June 30, 1994
Christiana Companies consolidated financial results in fiscal year
1994 included the full year operations of Wiscold, Prideco, real estate
and those of The TLC group for the six month period commencing January 4,
1994, the date of its acquisition.
Consolidated revenues for fiscal 1994 increased 93% to $90,153,000
due primarily to the inclusion of TLC and improvement in the demand for
Prideco's products and, to a lesser extent, a full twelve month period for
Wiscold versus 10 months of operations in fiscal 1993. Rental revenues
from Christiana's residential real estate were lower, due entirely to
volume as fewer units were available for rent as a result of condominium
home sales and refurbishment activities preparing homes for sale.
Prideco's revenues increased 72% to $46,428,000 due principally to volume
related factors resulting from increased levels of drilling activity,
particularly in the Gulf of Mexico, and the near full consumption of
surplus used tubular products. Selling prices for Prideco's products
remained virtually unchanged from 1993 and reflected highly competitive
conditions.
Consolidated earnings from operations in fiscal 1994 increased to
$6,422,000 due primarily to the improvement and return to consistently
profitable operations at Prideco as higher capacity utilization and
continued tight cost control facilitated improved margins, and to a lesser
extent, increased volume at Refrigerated Warehousing and Logistics
attributable to the inclusion of The TLC Group for six months and
Wiscold's full twelve month period of operations.
Interest income declined 22% in fiscal 1994 due primarily to the
use of $5,630,000 of Christiana's cash resources in the acquisition of The
TLC Group, and to a lesser extent, lower rates on short-term high quality
investments. Interest expense increased $427,000, or 13%, due primarily
to higher borrowings at Prideco used to fund additional investment in
working capital needed to support its growth and the assumption of
interest bearing liabilities at TLC. Interest expense at Wiscold and
Christiana's real estate operations declined due to lower debt levels as
free cash flow from each operation was allocated to reduce acquisition and
mortgage-related obligations, respectively.
Other income (expense), net included a non-operating writedown in
the amount of $2,562,000 to value a 5% interest in a Chicago office
building at its realizable value of $230,000.
The Company's effective tax rate decreased to 38% from 42% in
fiscal 1993 due principally to the inclusion of the TLC Group which
operated in states with lower tax rates.
Financial Condition, Liquidity and Capital Resources
Operating activities provided cash of $12,439,000. Concurrently
with the Prideco merger, Christiana invested $13,291,000 of cash to
purchase additional shares of Energy Ventures. Capital expenditures in
fiscal 1995 totaled $10,931,000, and were largely concentrated in
Refrigerated Warehousing and Logistics. Major expenditures in 1995
included: at TLC a new warehouse facility and related equipment ($2.3
million) and replacement and additions of transportation equipment ($2.9
million); at Wiscold a new poly bag vegetable packaging operation was
completed ($1.1 million); at Prideco equipment upgrades and maintenance
related investment ($0.7 million); and refurbishments of condominium homes
at Martinique totaled $1.8 million.
Financing activities in fiscal 1995 used $10,290,000 which
consisted primarily of debt reduction in the amount of $6,000,000 at
Wiscold and $3,170,000 at Prideco; TLC increased borrowings $2,252,000 in
fiscal 1995 primarily to fund a new distribution facility in Zeeland,
Michigan; and at Christiana corporate, $3,805,000 was used to fund the
repurchase of stock.
Christiana's consolidated balance sheet at June 30, 1995 reflects
the effect of the Prideco merger which resulted in the elimination of
Prideco's assets and liabilities, the additional purchase of Energy
Ventures shares, the continuing process of converting real estate holdings
to cash, and the operating cash flows attributable to the Refrigerated
Warehousing and Logistics business unit.
At June 30, 1995 Christiana's holdings in Energy Ventures totaled
1,948,731 shares of which 1,035,858 shares were received in exchange for
its ownership in Prideco and 912,873 shares were purchased for $13,291,000
directly from EVI and Prideco's minority shareholders. The average cost
of these shares for financial statement purposes is $11.23 per share. The
Company's cash cost of these shares is $9.74 per share.
Accounts receivable, inventories, prepaids and deferred taxes were
lower year to year due to the Prideco merger.
As otherwise described in this report, the Company is engaged in
the phased refurbishment and sale of its condominium homes to individual
buyers. Sale of the remaining 82 homes is expected to be completed in the
next fiscal year. This program is a net provider of cash, and due to the
full retirement of mortgage-related debt, increased levels of liquidity
and capital resources are expected to be derived from these sales over the
next fiscal year.
As discussed in Item 1, in fiscal 1996 Christiana anticipates
liquidating a partnership interest which represented 5% ownership of a
downtown Chicago office building for approximately its carrying value of
$230,000. As a result, deferred taxes of approximately $1,730,000 are
classified as currently payable.
As of fiscal year end, the Company had no material capital
commitments and believes with its cash reserves, earnings, cash flow
together with existing lines of credit and the capability of debt or
equity issuance, it will have sufficient resources to pursue its strategic
plan, fund internal business expansion and future acquisitions. The
Company anticipates building at least two new facilities in fiscal 1996 to
support customer growth. However, no firm commitments have been made at
this time.
Item 8. Financial Statement and Supplementary Data.
See Christiana Companies, Inc. Index to financial information.
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
Financial Statement and Schedules:
See Christiana Companies, Inc. Index to financial information.
Exhibits:
See Exhibit Index.
Reports on Form 8-K:
Registrant filed a report on Form 8-K dated June 30, 1995 with
respect to the merger of Prideco, Inc., a majority-owned subsidiary
of the Registrant, with Grant Acquisition Company, a wholly-owned
subsidiary of Energy Ventures, Inc. The items reported therein
were Item 2. (Acquisition or Disposition of Assets) and Item 7
(Financial Statements). The latter included pro forma consolidated
balance sheet as of March 31, 1995; pro forma consolidated
statement of earnings for the year ended June 30, 1995; and pro
forma consolidated statement of earnings for the nine months ended
March 31, 1995.
<PAGE>
CHRISTIANA COMPANIES, INC.
Index to financial information
Page No.
Consolidated Statements of Earnings for the years
ended June 30, 1995, 1994 and 1993 . . . . . . . . . . . . . . . . 15
Consolidated Balance Sheets as June 30, 1995 and June 30, 1994 . . 16
Consolidated Statements of Shareholders' Equity for the
years ended June 30, 1995, 1994 and 1993 . . . . . . . . . . . . 17
Consolidated Statements of Cash Flows for the years
ended June 30, 1995, 1994 and 1993 . . . . . . . . . . . . . . . 18
Report of Independent Public Accountants . . . . . . . . . . . . . 19
Notes to Consolidated Financial Statements . . . . . . . . . . . . 21
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . 32
<PAGE>
<TABLE>
CHRISTIANA COMPANIES, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
<CAPTION>
Year Ended June 30
1995 1994 1993
<S> <C> <C> <C>
Revenues:
Product Sales $55,239,000 $46,428,000 $29,299,000
Warehousing, Rental and
Related Services 71,642,000 43,725,000 17,464,000
----------- ---------- ----------
126,881,000 90,153,000 46,763,000
----------- ---------- ----------
Cost and Expenses:
Cost of Product Sales 47,134,000 39,840,000 26,722,000
Warehousing, Rental and Related
Expenses 57,684,000 35,136,000 9,936,000
Selling, General & Administrative
Expenses 11,739,000 8,755,000 8,653,000
----------- ---------- ----------
116,557,000 83,731,000 45,311,000
----------- ---------- ----------
Earnings From Operations 10,324,000 6,422,000 1,452,000
----------- ---------- ----------
Other Income (Expense):
Interest Income 942,000 896,000 1,144,000
Interest Expense (4,842,000) (3,710,000) (3,283,000)
Gain on Sales of Real Estate 3,083,000 5,615,000 5,151,000
Other Income (Expense), Net (367,000) (3,316,000) (119,000)
---------- ----------- ----------
(1,184,000) (515,000) 2,893,000
---------- ----------- ----------
Earnings Before Income Taxes and
Minority Interest 9,140,000 5,907,000 4,345,000
Income Tax Provision 3,394,000 2,256,000 1,812,000
---------- ----------- ----------
Net Earnings Before Minority
Interest 5,746,000 3,651,000 2,533,000
Minority Interest (684,000) (530,000) 408,000
---------- ----------- ----------
Net Earnings $ 5,062,000 $ 3,121,000 $2,941,000
========== =========== ==========
Earnings Per Share $0.96 $0.59 $0.57
========== =========== ==========
Weighted Average Number of
Shares Outstanding 5,275,947 5,320,876 5,203,233
</TABLE>
See notes to consolidated financial statements.
<PAGE>
CHRISTIANA COMPANIES, INC.
CONSOLIDATED BALANCE SHEETS
June 30
1995 1994
ASSETS
Current Assets:
Cash and Cash Equivalents $ 375,000 $3,929,000
Short-Term Investments 2,822,000 14,564,000
Accounts Receivable 8,260,000 14,924,000
Inventories 248,000 15,351,000
Prepaids and Other 2,050,000 1,610,000
---------- ----------
Total Current Assets 13,755,000 50,378,000
---------- ----------
Long-Term Assets:
Investment in EVI 21,886,000 -
Mortgage Notes Receivable 3,205,000 3,538,000
Rental Properties, Net 3,610,000 4,566,000
Fixed Assets, Net 71,104,000 77,049,000
Goodwill 5,906,000 8,302,000
Other Assets 2,276,000 3,732,000
----------- -----------
Total Long-Term Assets 107,987,000 97,187,000
----------- -----------
TOTAL ASSETS $121,742,000 $147,565,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 2,774,000 $ 6,905,000
Accrued Liabilities 5,347,000 4,486,000
Short-Term Debt 1,844,000 1,343,000
Current Portion of Long-Term Debt 1,679,000 4,803,000
---------- ----------
Total Current Liabilities 11,644,000 17,537,000
---------- ----------
Long-Term Liabilities:
Long-Term Debt 38,256,000 53,458,000
Deferred Income Taxes 11,866,000 12,495,000
Other Liabilities 1,266,000 1,201,000
---------- ----------
Total Long-Term Liabilities 51,388,000 67,154,000
---------- ----------
Total Liabilities 63,032,000 84,691,000
---------- ----------
Minority Shareholders' Interest - 2,786,000
---------- ----------
Shareholders' Equity:
Preferred Stock - -
Common Stock 17,218,000 23,658,000
Retained Earnings 41,492,000 36,430,000
---------- ----------
Total Shareholders' Equity 58,710,000 60,088,000
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $121,742,000 $147,565,000
=========== ===========
See notes to consolidated financial
<PAGE>
<TABLE>
CHRISTIANA COMPANIES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
EQUITY (1) (2)
<CAPTION>
Additional
Common Stock Paid-in Retained
Shares Amount Capital Earnings Total
<S> <C> <C> <C> <C> <C>
Balance, June 30, 1992 5,186,630 $5,187,000 $12,307,000 $30,368,000 $47,862,000
Issuance of Stock 20,000 20,000 638,000 - 658,000
Net Earnings for the Year - - - 2,941,000 2,941,000
--------- --------- ----------- ---------- ----------
Balance, June 30, 1993 5,206,630 $5,207,000 $12,945,000 $33,309,000 $51,461,000
Issuance of Stock 234,269 234,000 5,272,000 - 5,506,000
Net Earnings for the Year - - - 3,121,000 3,121,000
--------- ---------- ---------- ---------- -----------
Balance, June 30, 1994 5,440,899 $5,441,000 $18,217,000 $36,430,000 $60,088,000
Repurchase of Stock (245,269) (245,000) (6,195,000) - (6,440,000)
Net Earnings for the Year - - - 5,062,000 5,062,000
--------- ----------- ---------- ----------- ----------
Balance, June 30, 1995 5,195,630 $5,196,000 $12,022,000 $41,492,000 $58,710,000
========= ========= =========== ========== ==========
(1) Preferred stock: $10 par value, 1,000,000 shares authorized, none
issued.
(2) Common stock: $1 par value, 12,000,000 shares authorized.
</TABLE>
See notes to consolidated financial statements.
<PAGE>
<TABLE>
CHRISTIANA COMPANIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
Year Ended June 30
1995 1994 1993
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Earnings $ 5,062,000 $ 3,121,000 $ 2,941,000
Adjustments to Reconcile Net Earnings to Net
Cash Provided By Operating Activities:
Depreciation and Amortization 8,207,000 6,255,000 4,331,000
Gain on Sale of Assets (3,213,000) (5,607,000) (5,090,000)
Deferred Income Tax (Benefit) Provision 1,462,000 (483,000) (103,000)
Minority Interest 684,000 530,000 (408,000)
Changes in Assets and Liabilities:
(Increase) Decrease in Receivables (2,240,000) (2,436,000) 1,476,000
(Increase) Decrease in Inventories 2,566,000 (5,337,000) 646,000
(Increase) Decrease in Other Assets (485,000) 4,058,000 (396,000)
Increase in Payables and Accruals 396,000 779,000 1,175,000
---------- ---------- ----------
Cash Provided By Operating Activities 12,439,000 880,000 4,572,000
CASH FLOW FROM INVESTING ACTIVITIES:
Proceeds (Purchase) of Short-Term Investments 11,742,000 (11,064,000) 13,838,000
Capital Expenditures (10,931,000) (7,285,000) (10,873,000)
Business Acquisitions, Net of Cash Acquired (13,291,000) (5,630,000) (57,568,000)
Decrease in Mortgage Notes Receivable 356,000 1,131,000 4,397,000
Decrease in Cash due to Merger of Prideco (533,000) - -
Proceeds from Sale of Assets 6,954,000 11,538,000 8,675,000
---------- ----------- -----------
Cash Used In Investing Activities (5,703,000) (11,310,000) (41,531,000)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from Sale of Subsidiary Common Stock - - 180,000
Borrowings (Payments) on Line of Credit, Net 501,000 1,533,000 (2,443,000)
Stock Repurchase (3,805,000) - -
Proceeds of Notes Payable 4,125,000 5,000,000 39,373,000
Payments of Notes and Mortgages Payable (11,111,000) (4,983,000) (3,714,000)
------------ ----------- -----------
Cash Provided By (Used In) Financing Activities (10,290,000) 1,550,000 33,396,000
NET DECREASE IN CASH AND CASH
EQUIVALENTS (3,554,000) (8,880,000) (3,563,000)
BEGINNING CASH AND CASH EQUIVALENTS, JULY 1 3,929,000 12,809,000 16,372,000
---------- ----------- -----------
ENDING CASH AND CASH EQUIVALENTS, JUNE 30 $ 375,000 $ 3,929,000 $ 12,809,000
========== =========== ===========
Supplemental Disclosures of Cash Flow
Interest Paid $ 4,612,000 $ 3,829,000 $ 3,063,000
Income Taxes Paid $ 2,950,000 $ 1,570,000 $ 2,549,000
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
BOARD OF DIRECTORS AND SHAREHOLDERS OF
CHRISTIANA COMPANIES, INC.:
We have audited the accompanying consolidated balance sheets of
Christiana Companies, Inc. (a Wisconsin corporation) as of June 30, 1995
and 1994, and the related consolidated statements of earnings,
shareholders' equity and cash flows for each of the years in the three-
year period ended June 30, 1995, as restated (see Note B). 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 general 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 consolidated financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of Christiana Companies, Inc. as of June 30, 1995 and 1994, and
the results of its consolidated operations and cash flows for each of the
years in the three-year period ended June 30, 1995, in conformity with
generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
June 21, 1996
<PAGE>
CHRISTIANA COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Three years ended June 30, 1995)
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of Consolidation: The consolidated financial statements
include the accounts of Christiana Companies, Inc., ("Christiana") and its
majority-owned subsidiaries (together with Christiana referred to as the
"Company"). All material intercompany transactions have been eliminated.
Short-Term Investments: As of June 30, 1995 short-term investments are
classified as "available for sale" and include U.S. Treasury securities
maturing in less than one year. These investments are carried at market
value. At June 30, 1994 short-term investments include U.S. Treasury
securities maturing in less than one year and are carried at cost which
approximates market.
Accounts Receivable: Accounts receivable are presented net of a
reserve for bad debts of $120,000, $94,000 and $128,000 at June 30, 1995,
1994, and 1993 respectively. The provision for bad debts was $85,000,
$88,000 and $8,000 for the years ended June 30, 1995, 1994, and 1993,
respectively. Deductions from the reserve were $59,000, $122,000 and
$25,000 for the years ended June 30, 1995, 1994, and 1993, respectively.
Investment in EVI: At June 30, 1995, Investment in EVI consists of
1,948,731 shares of Energy Ventures, Inc. which represented 13.1% of the
then outstanding common stock. Based on the facts and circumstances
associated with the Investment in EVI, including the Company's Board
representation, and in accordance with the Accounting Principles Board
Opinion No. 18 the Company will account for this investment under the
equity method of accounting.
Inventories: Inventories are stated at cost, principally determined
on a first-in, first-out (FIFO) basis but not in excess of net realizable
value. Inventory cost includes material, labor and manufacturing overhead.
Inventories are comprised of the following:
At June 30,
1995 1994
Raw Materials and Work-
In-Process $ - $11,278,000
Finished Products 248,000 4,073,000
-------- ----------
Total Inventories $248,000 $15,351,000
======== ==========
Mortgage Notes Receivable: At June 30, 1995 mortgage notes receivable,
derived principally from condominium sales, totaled $3,205,000 and accrue
interest at rates ranging from 6.5% to 9.25%.
The principal balance of mortgage notes receivable matures as follows:
Year Ended June 30
1996 $24,000 1999 $ 109,000
1997 27,000 2000 204,000
1998 29,000 Thereafter 2,812,000
During the years ended June 30, 1995 and 1994, $928,000 and
$1,459,000, respectively, of mortgage notes receivable were sold or
prepaid.
Rental Properties and Fixed Assets: Rental properties, consisting
principally of residential condominium homes, and fixed assets are carried
at cost less accumulated depreciation, which is computed using both
straight-line and accelerated methods for financial reporting purposes.
The cost of major renewals and improvements are capitalized; repair and
maintenance costs are expensed. A summary of the cost of rental properties
and fixed assets and the estimated useful lives for financial reporting
purposes is as follows:
Estimated
At June 30, Useful
1995 1994 Lives
Rental Properties $ 4,504,000 $5,769,000 20-40 years
Less: Accumulated
Depreciation (894,000) (1,203,000)
--------- ----------
$3,610,000 $4,566,000
========= =========
Fixed Assets:
Land 3,416,000 4,418,000 -
Machinery and Equipment 46,081,000 49,664,000 5-7 years
Buildings and Improvements 34,033,000 33,463,000 30-32 years
Construction-In-Progress 140,000 1,181,000 -
Less: Accumulated
Depreciation (12,566,000) (11,677,000)
----------- -----------
$71,104,000 $77,049,000
========== ==========
Goodwill: Goodwill is amortized on a straight-line basis over 40 years
($214,000 in 1995 and $141,000 in 1994). The accumulated amortization at
June 30, 1995 and 1994 was $252,000 and $362,000, respectively. The
Company continually evaluates whether events and circumstances, subsequent
to its acquisition, have occurred that indicate the remaining estimated
useful life may warrant revision or that the remaining balance of goodwill
may not be recoverable.
Other Assets: At June 30, 1995, Other Assets includes a partnership
which represented a 5% interest in a Class A office building in Chicago.
This asset was written down to $230,000 in 1994 to reflect its realizable
value. The balance of Other Assets primarily represents deferred charges
and cash surrender value of officer's life insurance.
Income Taxes: Deferred income taxes are provided on the temporary
differences in the carrying values of assets and liabilities for financial
reporting and income tax purposes.
Earnings Per Share: Earnings per share is computed on the basis of the
weighted average number of common shares outstanding.
Cash Flows: For purposes of the Statements of Cash Flows, the Company
considers all highly liquid debt instruments, principally U.S. Treasury
bills, municipal bonds and commercial paper which mature in less than
ninety days to be cash equivalents.
The operating activities of Prideco are included in the Company's
Statements of Cash Flows through June 30, 1995, the date of the merger,
while the effects of the merger are excluded as non-cash transactions.
Also in 1995, the Company issued a three year note in the amount of
$2,286,000 as partial consideration for the acquisition of treasury stock.
Reclassifications: Certain reclassifications have been made in the
1994 statements to conform to 1995 presentation.
B. RESTATEMENTS:
The Company has restated its previously issued June 30, 1995 financial
statements to reflect the adjustments required to account for the
Company's investment in Energy Ventures, Inc. ("EVI") under the equity
method of accounting instead of the cost method, as was previously
reported. After reevaluating all of the facts and circumstances, the
Company has determined that the equity method is the appropriate
accounting for this investment under generally accepted accounting
principles.
The restated Consolidated Statement of Earnings excludes the Gain on
Merger of Prideco" in the amount of $10,050,000 (pre-tax) that was
originally reported, along with the related income tax effects.
The restated June 30, 1995 Balance Sheet no longer reports the
Investment in EVI as an available for sale security. Accordingly, the
originally reported "Unrealized Investment Gain, Net of Tax" of $1,909,000
and the related deferred tax components have been removed from the
restated June 30, 1995 Balance Sheet.
The impact of the restatement is as follows:
Year Ended
June 30, 1995
Earnings Before Income Taxes and Minority
Interest
As previously reported $19,190,000
As restated $ 9,140,000
Net Earnings
As previously reported $10,445,000
As restated $ 5,062,000
Earnings Per Share
As previously reported $1.98
As restated $0.96
Shareholders' Equity
As previously reported $66,002,000
As restated $58,710,000
C. ACQUISITIONS:
On June 30, 1995, Prideco, Inc. ("Prideco"), a majority-owned
subsidiary of the Company, merged with Grant Acquisition Company, a
wholly-owned subsidiary of Energy Ventures, Inc. ("EVI"). In the merger,
the Company's shares of Prideco were converted into 1,035,858 shares of
Common Stock, $1.00 par value, of EVI. EVI's common stock is listed and
traded on the New York Stock Exchange. Accordingly, the individual
accounts of Prideco have been eliminated from the Company's June 30, 1995
Balance Sheet which reflects the effect of the merger. Prideco's results
of operations are included in the Company's Consolidated Statement of
Earnings through June 30, 1995, the date of the merger. Concurrently with
the merger, the Company acquired an additional 912,873 shares of EVI
common stock directly from EVI and the minority shareholders of Prideco
for an aggregate cash price of $13,291,000. The 1,948,731 shares of EVI
common stock acquired by the Company in the transactions referred to above
represented 13.1% of the then outstanding shares of EVI common stock.
On January 4, 1994, the Company acquired, by way of merger, The TLC
Group, Inc. ("TLC), a Zeeland, Michigan-based firm which provides fully
integrated logistic services including warehousing, transportation and
information services. The purchase price consisted of approximately
$5,630,000, the issuance of 234,269 shares of Christiana common stock, an
8% subordinated note in the amount of $1,764,000 and the assumption of its
liabilities. As part of this acquisition, the assets of The TLC Group
were revalued to their fair market value with the excess of purchase price
over fair value amounting to $5,991,000 being recorded as goodwill. This
acquisition was accounted for as a purchase and accordingly, the results
of TLC's operations are included in the consolidated financial statements
of the Company since the date of acquisition.
During fiscal 1995, the Company repurchased the 234,269 shares issued
in the TLC acquisition for $3,805,000 and a three year note in the amount
of $2,286,000.
The following summarizes the unaudited consolidated pro forma operating
results of the Company as if the merger of Prideco, the acquisition of EVI
shares and the acquisition of The TLC Group had occurred at the beginning
of the fiscal year ended June 30, 1994.
Year Ended June 30
1995 1994
Revenues $71,642,000 $67,572,000
Net Earnings 4,173,000 2,998,000
Earnings Per Share $0.79 $0.56
Pro forma results are not necessarily indicative of results that
would have occurred had the purchase been made at the beginning of the
respective periods, or of results which may occur in the future.
D. INDEBTEDNESS:
The following is a summary of consolidated indebtedness:
At June 30,
1995 1994
Christiana Corporate
Mortgage Loans $ - $ 68,000
Notes Payable 2,286,000 -
Wiscold, Inc.
Revolving Credit Agreement 30,273,000 36,273,000
The TLC Group
Line of Credit 1,844,000 1,343,000
Notes Payable, Equipment
Related 5,612,000 3,359,000
Subordinated Note 1,764,000 1,764,000
Prideco, Inc.
Revolving Credit Agreement - 11,533,000
Other - 5,264,000
----------- ----------
41,779,000 59,604,000
Less: Current Portion of Long-Term
Debt (1,679,000) (4,803,000)
Short-Term Debt (1,844,000) (1,343,000)
---------- -----------
Long-Term Debt $38,256,000 $53,458,000
========== ==========
The Company has a $15,000,000 unsecured line of credit, renewable
annually. Borrowings under this line bear interest at prime. No amounts
were drawn on this line during the year. No compensating balances are
required under the terms of this credit facility.
Notes payable attributable to Christiana Corporate relate to amounts
due as a result of the repurchase of common stock.
Wiscold has a step down revolving credit agreement that provides for
borrowings at June 30, 1995 up to $34,750,000. This credit facility was
organized in conjunction with the acquisition of Wiscold. Borrowings
under this agreement mature on December 31, 1997 and bear interest,
payable monthly at either the London Interbank Offered Rate ("LIBOR") plus
1.75% or a floating rate at the bank's prime rate (7.10% and 7.07% at June
30, 1995 and 1994, respectively) and are secured by Wiscold's assets.
Under the terms of this agreement, the interest rate decreases as
Wiscold's leverage ratio declines. It requires, among other things, that
Wiscold maintain defined levels of net worth and debt service coverage and
restricts certain of Wiscold's activities including limitation on new
indebtedness and the disposition of assets. No compensating balances are
required under the terms of this credit facility.
In connection with this agreement Wiscold entered into an interest rate
swap agreement ("Swap") which effectively fixed the interest rate payable
by Wiscold at 5.3% plus the LIBOR spread which is subject to reduction
based on decreases in Wiscold's leverage ratio. The Swap was issued with
respect to principal in the original amount of $30,000,000 declining pro
rata with scheduled principal reductions of this agreement and matures on
December 31, 1997.
The TLC Group has a bank line of credit which permits borrowings up to
$5,000,000. Borrowings bear interest at either a LIBOR-based rate plus
2.00% or the bank's prime rate, at TLC's option (8.06% and 7.25% at June
30, 1995 and 1994, respectively), and are secured by TLC accounts
receivable. Notes payable relate to specific equipment purchases,
primarily transportation and material handling equipment and a new
distribution facility, and are secured by specified assets. These notes
bear interest on both fixed and floating terms ranging from 6.375% to
9.75%. No compensating balances are required under the terms of these
credit arrangements. TLC's subordinated note bears interest at 8% and was
incurred in the redemption of a former shareholder's ownership coincident
with the sale to Christiana. This obligation is guaranteed by Christiana.
The 1994 consolidated balance sheet includes borrowings related to
Prideco. As discussed in Note B, the Company disposed of its investment
in Prideco on June 30, 1995.
Future maturities of consolidated indebtedness are as follows:
Year Ended
June 30 Wiscold TLC Group Christiana Total
1996 - $1,679,000 - $1,679,000
1997 $ 4,123,000 765,000 - 4,888,000
1998 26,150,000 908,000 $2,286,000 29,344,000
1999 - 2,011,000 - 2,011,000
2000 - 161,000 - 161,000
Thereafter - 1,852,000 - 1,852,000
The weighted average interest rate paid on short term borrowings, all
of which was attributable to TLC, was 7.69% and 6.62% for fiscal 1995 and
1994, respectively.
E. INCOME TAXES:
The Income Tax Provision consists of the following:
Year Ended June 30
1995 1994 1993
Current
Federal $ 1,866,000 $2,372,000 $1,384,000
State 66,000 367,000 531,000
Deferred 1,462,000 (483,000) (103,000)
--------- --------- ---------
$3,394,000 $2,256,000 $1,812,000
========= ========= =========
The components of Deferred Income Taxes are:
At June 30
1995 1994
Deferred Tax Assets:
Alternative Minimum Tax $1,279,000 $ 1,131,000
Other 817,000 719,000
----------- ----------
Total Deferred Tax Asset $ 2,096,000 $ 1,850,000
Deferred Tax Liabilities:
Condemnation Proceeds $ 5,259,000 $ 5,259,000
Tax Over Book Depreciation 6,752,000 5,581,000
Investment in Joint Venture 1,730,000 1,730,000
Installment Sale 418,000 433,000
Other 1,313,000 1,172,000
---------- ----------
Total Deferred Tax Liability $15,472,000 $14,175,000
---------- ----------
Net Deferred Tax Liability $13,376,000 $ 12,325,000
========== ==========
A reconciliation of the statutory Federal income tax rate to the
Company's effective tax rate follows:
Year Ended June
1995 1994 1993
Statutory Federal Income Tax Rate 34% 34% 34%
Increase (Reduction) in Taxes
Resulting From:
State Income Tax, Net 3 3 8
Municipal Bond Interest (1) - (1)
Other 1 1 1
--- --- ---
37% 38% 42%
=== === ===
F. EMPLOYEE BENEFIT PLANS:
The Company has 295,000 shares of its common stock reserved for
issuance under a stock option plan, which permits the granting of options
as well as appreciation rights and awards. During fiscal 1995, options
for a total of 5,000 shares were granted to a Christiana employee at an
exercise price of $28.8125. During fiscal 1994, options for a total of
35,000 shares were granted to seven TLC, Wiscold and Christiana executives
at exercise prices ranging from $26.00 to $27.125 per share. At June 30,
1995 and 1994, 27.4% and 15.4%, respectively, of total options granted
were exercisable. The remaining options are exercisable over the next
nine years.
Changes in stock options outstanding are summarized as follows:
Number of Exercise Price
Options Per Option
Balance, June 30, 1992 -0-
Options Granted 116,250 $33.50 - 34.375
------- ---------------
Balance, June 30, 1993 116,250 33.50 - 34.375
Options Granted 35,000 26.00 - 27.125
------- --------------
Balance, June 30, 1994 151,250 26.00 - 34.375
Options Granted 5,000 28.8125
Options Canceled 5,000 27.125
-------- --------------
Balance, June 30, 1995 151,250 26.00 - 34.375
======== ==============
The Company has 401(k) plans covering Christiana, Wiscold and TLC
employees. The costs under these plans have not been material. The Company
does not provide post employment medical or life insurance benefits.
G. COMMITMENTS:
The TLC Group has operating leases for warehousing and office
facilities. Rental expense under these leases was $5,100,000 in 1995.
At June 30, 1995, future minimum lease payments under these operating
leases are as follows:
Year Ended June 30
1996 $ 5,756,000
1997 4,667,000
1998 2,503,000
1999 2,330,000
2000 2,121,000
H. MARKET SEGMENT INFORMATION
The Company was engaged in primarily two distinct lines of business,
namely, the manufacture of industrial products and the operation of
warehousing, logistic services and rental properties.
Year Ended June 30
1995 1994 1993
REVENUES
Industrial Products $ 55,239,000 $46,428,000 $29,299,000
Warehousing and Rental
Operations 71,642,000 43,725,000 17,464,000
----------- ---------- ----------
Total $126,881,000 $90,153,000 $46,763,000
=========== =========== ==========
EARNINGS FROM OPERATIONS
Industrial Products $ 4,226,000 $3,222,000 $(770,000)
Warehousing and Rental
Operations 7,533,000 4,858,000 3,807,000
Corporate Expenses (1,435,000) (1,658,000) (1,585,000)
----------- --------- ---------
Total $10,324,000 $6,422,000 $1,452,000
========== ========= =========
ASSETS
Industrial Products * $ - $30,372,000 $22,698,000
Warehousing and Rental
Operations 91,992,000 95,538,000 85,638,000
Corporate 29,750,000 21,655,000 14,496,000
----------- ----------- -----------
Total $121,742,000 $147,565,000 $122,832,000
=========== =========== ===========
CAPITAL EXPENDITURES
Industrial Products $ 682,000 $979,000 $575,000
Warehousing and Rental
Operations 10,249,000 6,306,000 10,298,000
---------- --------- ----------
Total $10,931,000 $7,285,000 $10,873,000
========== ========== ==========
DEPRECIATION AND AMORTIZATION
Industrial Products $ 1,256,000 $1,240,000 $1,085,000
Warehousing and Rental
Operations 6,885,000 4,950,000 3,187,000
Corporate 66,000 65,000 59,000
----------- --------- ----------
Total $ 8,207,000 $6,255,000 $4,331,000
========== ========== =========
* On June 30, 1995 Prideco was merged with a unit of Energy Ventures, Inc.
There were no intersegment sales. Corporate assets consist primarily
of cash equivalents, short-term investments and marketable securities.
CHRISTIANA COMPANIES, INC.
I. EVI SUMMARY FINANCIAL INFORMATION:
The fiscal year for EVI ends on December 31. Summary financial
information for Energy Ventures, Inc., accounted for under the equity
method, is as follows:
Year Ended
(In Thousands) 12/31/95
Current Assets $249,574
Noncurrent Assets 241,486
Current Liabilities 97,116
Noncurrent Liabilities 165,878
Revenues 351,587
Operating Income 32,440
Income before Income Taxes 16,391
Net Income 11,311
CHRISTIANA COMPANIES, INC.
J. PARENT COMPANY ONLY STATEMENTS
Following are the Parent Company only condensed Balance Sheet,
Statement of Operations and Statement of Cash Flows:
Parent Company Only Statements
Condensed Balance Sheet
As of June 30, 1995 and 1994
June 30,
1995 1994
ASSETS:
Current Assets:
Cash Equivalents and Short-Term
Investments $ 2,823,000 $17,918,000
Accounts Receivable and Other
Current Assets 1,590,000 1,329,000
Long-Term Assets:
Investment in EVI 21,886,000 -
Investments in and Advances to
Subsidiaries 34,418,000 39,914,000
Manufacturing Fixed Assets, Net 11,395,000 12,084,000
Other Assets 987,000 1,622,000
---------- ----------
TOTAL ASSETS $73,099,000 $72,867,000
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable and Accrued
Liabilities $ 2,515,000 $ 3,385,000
Long-Term Liabilities:
Deferred Federal and State Income
Taxes 8,714,000 8,598,000
Other Liabilities 3,160,000 796,000
---------- ----------
Total Liabilities 14,389,000 12,779,000
---------- ----------
Total Shareholders' Equity 58,710,000 60,088,000
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $73,099,000 $72,867,000
========== ===========
<PAGE>
CHRISTIANA COMPANIES, INC.
Parent Company Only Statements
Condensed Statement of Operations
For the Year Ended June 30, 1995, 1994 and 1993
Fiscal Year Ended June 30,
1995 1994 1993
Revenues:
Product Sales $ - $ - $2,266,000
Warehousing, Rentals
and Related Services 10,943,000 9,600,000 6,912,000
---------- --------- ---------
10,943,000 9,600,000 9,178,000
---------- --------- ---------
Costs and Expenses:
Cost of Sales - - 1,777,000
Warehousing, Rentals
and Related Expenses 6,682,000 4,506,000 3,462,000
Selling, General and
Administrative
Expenses 1,582,000 3,369,000 2,611,000
---------- --------- ---------
8,264,000 7,875,000 7,850,000
---------- --------- ---------
Earnings From Operations 2,679,000 1,725,000 1,328,000
Other Income (Expense):
Interest Income
(Expense), Net (1,304,000) (1,111,000) (862,000)
Other Income (Expense) (1,377,000) (3,614,000) (226,000)
--------- ---------- ----------
Total Other Income
(Expense) (2,681,000) (4,725,000) (1,088,000)
---------- ---------- ----------
Earnings Before Income
Taxes (2,000) (3,000,000) 240,000
Income Tax Provision
(Benefit) (648,000) (1,200,000) 154,000
--------- ---------- ---------
Net Earnings (Loss) Before
Equity in Undistributed Net
Earnings of Subsidiaries 646,000 (1,800,000) 86,000
Equity in Undistributed
Net Earnings of
Subsidiaries 4,416,000 4,921,000 2,855,000
---------- --------- ---------
Net Earnings $ 5,062,000 $3,121,000 $2,941,000
========= ========= =========
<PAGE>
CHRISTIANA COMPANIES, INC.
Parent Company Only Statements
Statement of Cash Flows
For the Years Ended June 30, 1995, 1994 and 1993
Fiscal Year Ended June 30,
1995 1994 1993
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income $ 5,062,000 $ 3,121,000 $ 2,941,000
Adjustments to Reconcile
Net Income to Net Cash
Provided By (Used In)
Operating Activities:
Equity in Undistributed
Net Income of
Subsidiaries (4,416,000) (4,921,000) (2,855,000)
Depreciation and
Amortization 828,000 762,000 611,000
Loss on Sale of Chicago
Gear Works - - 60,000
Deferred Income Tax
Expenses (Benefit) 1,348,000 710,000 (413,000)
Changes in Assets and
Liabilities 1,868,000 (2,402,000) 5,092,000
---------- ---------- ---------
Net Cash Provided (Used) By
Operating Activities 4,690,000 (2,730,000) 5,436,000
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of Short-Term
Investments 11,742,000 (11,064,000) 11,297,000
Capital Expenditures (143,000) (583,000) (3,989,000)
Investment In Subsidiaries (2,546,000) 5,183,000 (16,780,000)
Investment In Energy
Ventures, Inc. (13,291,000) - 460,000
----------- ---------- ----------
Net Cash Used In Investing
Activities (4,238,000) (6,464,000) (9,012,000)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Stock Repurchase (3,805,000) - -
---------- ----------- ---------
Net Cash Used In Financing
Activities (3,805,000) - -
NET DECREASE IN CASH AND CASH
EQUIVALENTS (3,353,000) (9,194,000) (3,576,000)
BEGINNING CASH AND CASH
EQUIVALENTS, JULY 1 3,354,000 12,548,000 16,124,000
---------- ----------- ----------
ENDING CASH AND CASH
EQUIVALENTS, JUNE 30 $ 1,000 $ 3,354,000 $12,548,000
========= =========== ===========
<PAGE>
<TABLE>
CHRISTIANA COMPANIES, INC.
QUARTERLY FINANCIAL INFORMATION
(unaudited)
<CAPTION>
Quarter Ended
September December March June Total
<S> <C> <C> <C> <C> <C>
Fiscal 1995
Product Sales $12,900,000 $12,790,000 $14,221,000 $15,328,000 $55,239,000
Warehousing and Rental
Revenue 19,169,000 17,408,000 17,356,000 17,709,000 71,642,000
Earnings From Operations 3,973,000 2,355,000 2,007,000 1,989,000 10,324,000
Earnings Before Taxes and
Minority Interest 4,391,000 1,850,000 1,425,000 1,474,000 9,140,000
Net Earnings 2,515,000 1,030,000 741,000 776,000 5,062,000
Earnings Per Share $0.46 $0.20 $0.14 $0.16 $0.96
Fiscal 1994
Product Sales $10,769,000 $10,695,000 $12,271,000 $12,693,000 $46,428,000
Warehousing and
Rental Revenue 5,761,000 5,496,000 16,030,000 16,438,000 43,725,000
Earnings From Operations 1,550,000 1,407,000 1,693,000 1,772,000 6,422,000
Earnings Before Taxes and
Minority Interest 1,735,000 2,577,000 2,012,000 (417,000)(1) 5,907,000
Net Earnings 987,000 1,487,000 1,069,000 (422,000) 3,121,000
Earnings Per Share $0.19 $0.29 $0.20 ($0.09) $0.59
(1) Includes the non-operating writedown of $2,562,000 on a Chicago office building.
</TABLE>
<TABLE>
FIVE YEAR FINANCIAL INFORMATION
<CAPTION>
Year Ended June 30
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Revenues:
Product Sales $ 55,239,000 $46,428,000 $29,299,000 $36,196,000 $34,645,000
Warehousing and
Rental Revenues 71,642,000 43,725,000 17,464,000 3,110,000 3,955,000
----------- ----------- ----------- ----------- -----------
126,881,000 90,153,000 46,763,000 39,306,000 38,600,000
Net Earnings 5,062,000 3,121,000 2,941,000 5,218,000 11,917,000
Earnings Per Share $0.96 $0.59 $0.57 $1.01 $2.30
Total Assets 121,742,000 147,565,000 122,832,000 85,894,000 85,135,000
Long-Term Liabilities 51,388,000 67,154,000 61,585,000 29,293,000 31,073,000
Shareholders' Equity 58,710,000 60,088,000 51,461,000 47,862,000 42,644,000
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirement of Section 13 of 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.
Christiana Companies, Inc.
Date: July 15, 1996 By: /s/ Sheldon B. Lubar
Sheldon B. Lubar, Chairman
<PAGE>
INDEX TO EXHIBITS
Exhibit Brief Description of Exhibit
No.
3A Registrant's Articles of Incorporation as
modified by Articles of Merger. Incorporated by
reference to Exhibit 19 of Registrant's Form 10-
Q for the quarter ended September 30, 1992.
3B Registrant's current bylaws. Incorporated by
reference to Exhibit 19A of Registrant's Form
10-Q for the quarter ended September 30, 1992.
9 Voting Trust Agreement dated December 29, 1992
among Sheldon B. Lubar, as voting trustee, et
al. Incorporated by reference to Exhibit 9 of
Registrant's Form 10-K for the year ended June
30, 1993.
10A The Wiscold Asset Purchase Agreement, dated
August 12, 1992, by and among The Christiana
Companies, Inc., Tierrasanta, Inc., WI
Acquisition Corp., Wiscold, Inc. and the equity
holders of Wiscold, Inc. Incorporated by
reference to Exhibit 2.1 of Registrant's Form 8-
K dated September 15, 1992.
10B The Wiscold Amendment No. 1 to Asset Purchase
Agreement, dated August 18, 1992, by and among
The Christiana Companies, Inc., Tierrasanta,
Inc., WI Acquisition Corp., Wisconsin
Refrigerated Services, Inc., Wiscold, Inc. and
the equity holders of Wiscold, Inc.
Incorporated by reference to Exhibit 2.2 of
Registrant's Form 8-K dated September 15, 1992.
10C The Wiscold Revolving Credit Agreement, dated as
of September 1, 1992, by and among the WI
Acquisition Corp., Tierrasanta, Inc., The
Christiana Companies, Inc., Bank One, Milwaukee,
N.A., Harris Trust and Savings Bank, First Bank
Milwaukee, N.A. and Firstar Bank Milwaukee,
N.A., as agent for the Banks. Incorporated by
reference to the same numbered exhibit in
Registrant's Annual Report on Form 10-K for the
year ended June 30, 1995.
10D Registrant's 1985 Stock Option Plan, as amended
to date. Incorporated by reference to Exhibit
10B to Registrant's Form 10-Q for quarter ended
December 31, 1992.
10E The TLC Group Agreement and Plan of
Reorganization dated as of November 24, 1994 by
and among Christiana Companies, Inc., TLC
Acquisition Corp., TLC Group, Inc. and certain
equity holders of TLC Group, Inc. Incorporated
by reference to Exhibit 2.1 of Registrant's Form
8-K dated January 18, 1994.
10F The Prideco, Inc. Agreement and Plan of Merger
dated May 22, 1995 by and among Prideco, Inc.,
the equity holders of Prideco, Inc., Energy
Ventures, Inc. and Grant Acquisition Company and
Amendment No. 1 thereto. Incorporated by
reference to Exhibits 2.1 and 2.2 of
Registrant's Form 8-K dated July 17, 1995.
19 Letter Agreement dated August 24, 1993 between
Registrant and Raymond F. Logan. Incorporated
by reference to Exhibit 19 of Registrant's Form
10-K for the year ended June 30, 1993.
21 Registrant's Subsidiaries. Incorporated by
reference to the same numbered exhibit in
Registrant's Annual Report on Form 10-K for the
year ended June 30, 1995.
27 Financial Data Schedule.
28 Form 10-K of Energy Ventures, Inc. Incorporated
by reference to the same numbered exhibit in
Registrant's Annual Report on Form 10-K for the
year ended June 30, 1995.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF CHRISTIANA COMPANIES, INC. AS OF AND
FOR THE YEAR ENDED JUNE 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-START> JUL-01-1994
<PERIOD-END> JUN-30-1995
<CASH> 375,000
<SECURITIES> 2,822,000
<RECEIVABLES> 8,380,000
<ALLOWANCES> 120,000
<INVENTORY> 248,000
<CURRENT-ASSETS> 13,755,000
<PP&E> 88,174,000
<DEPRECIATION> 13,460,000
<TOTAL-ASSETS> 121,742,000
<CURRENT-LIABILITIES> 11,644,000
<BONDS> 38,256,000
0
0
<COMMON> 17,218,000
<OTHER-SE> 41,492,000
<TOTAL-LIABILITY-AND-EQUITY> 121,742,000
<SALES> 55,239,000
<TOTAL-REVENUES> 126,881,000
<CGS> 47,134,000
<TOTAL-COSTS> 116,557,000
<OTHER-EXPENSES> 367,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,842,000
<INCOME-PRETAX> 9,140,000
<INCOME-TAX> 3,394,000
<INCOME-CONTINUING> 5,062,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,062,000
<EPS-PRIMARY> .96
<EPS-DILUTED> .96
</TABLE>
