SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X Annual Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
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: 0-3585
EVEREST & JENNINGS INTERNATIONAL LTD.
(Exact name of Registrant as specified in its charter)
Delaware 95-2536185
(State of organization) (I.R.S. Employer Identification No.)
1100 Corporate Square Drive, St. Louis, Missouri 63132
(Address of principal executive offices)
Registrant's telephone number, including area code: (314) 569-3515
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock; par value: $.01 American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
the filing requirements for the past 90 days: Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 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. Yes X No
As of March 30, 1994, there were 72,199,612 shares of Common Stock
outstanding. The market price of the Common Stock was $1 3/16 per
share, and the aggregate market value of Common Stock held by nonaffiliates
was $12,343,551 on that date. For this reporting purpose, all
shares held by executive officers, directors, 5% stockholders and their
respective affiliates are considered to be held by affiliates, but neither
the registrant nor such persons concede that they are affiliates of the
registrant.
Portions of the Company's definitive proxy materials to be filed in
connection with the 1994 annual meeting are incorporated by reference into
Part III.
<PAGE>
INDEX TO ANNUAL REPORT
ON FORM 10-K
Page
PART I
Item1. Business.................................................. 3
Item2. Properties................................................. 9
Item3. Legal Proceedings......................................... 10
Item4. Submission of Matters to a Vote of Security Holders....... 12
PART II
Item5. Market for the Registrant's Common Stock and
Related Stockholder Matters............................... 13
Item6. Selected Financial Data................................... 14
Item7. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 16
Item8. Financial Statements and Supplementary Data............... 25
Item9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure....................... 54
PART III
Item10. Directors and Executive Officers of the Registrant........ 54
Item11. Executive Compensation.................................... 54
Item12. Security Ownership of Certain Beneficial Owners
and Management............................................ 54
Item13. Certain Relationships and Related Transactions............ 54
PART IV
Item14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K................................... 55
Signatures........................................................ 68
Financial Statement Schedules..................................... 69
<PAGE>
PART I
ITEM 1. BUSINESS
GENERAL DEVELOPMENT OF BUSINESS
Everest & Jennings International Ltd. ("E&J" or the "Company") through
its subsidiaries manufactures wheelchairs and other durable medical
equipment while its wholly-owned subsidiary, Smith & Davis Manufacturing
Company ("Smith & Davis"), manufactures homecare, nursing home and hospital
beds, institutional casegoods and oxygen therapy products. The Company is
one of the larger manufacturers of wheelchairs in the United States and,
with its Canadian and Mexican subsidiaries, holds a material share of the
North American market.
The Company has three principal product groups: (i) wheelchairs, (ii)
hospital beds, homecare beds, nursing home beds and furniture, and (iii)
oxygen therapy and other related products.
INDUSTRY OVERVIEW AND COMPANY STRATEGY
All of the Company's products can be characterized as durable medical
equipment. Third party reimbursement through private or government
insurance programs impacts a significant component of the Company's
business, and the market for and the pricing of wheelchairs, beds and
oxygen concentrators is influenced by such programs. As a result,
reductions or cutbacks in Medicare, state reimbursement or private
insurance programs for the purchase or rental of durable medical equipment
may adversely affect the Company's business. However, the Company's
business is favorably impacted by medical progress in rehabilitating the
seriously injured and disabled and by the demographics of longer life
spans. The specific impact of potential health care reform programs to be
proposed by the Clinton administration is yet to be determined. With the
likely focus on homecare alternatives, however, the Company is of the
opinion that reforms may be neutral or possibly beneficial to the outlook
for the Company's products.
The Company has continued to emphasize innovation and improvement of
its power driven wheelchair products, specifically through design and
reliability enhancements and ease of operation. Additionally, the Company
completed its acquisition of Medical Composite Technology, Inc. ("MCT")
early in 1994, with an effective date of December 31, 1993. MCT develops,
designs, manufactures and markets state-of-the-art durable medical
equipment, including wheelchairs and other medical mobility products and
assistive devices. The acquisition of MCT will enable the Company to
expand its product line into the ultra-lightweight wheelchair and related
products markets.
The Company has taken dramatic steps over the past several years to
significantly lower its breakeven point through reductions in both
operating expenses and worldwide manufacturing costs. The Company took a
major step in this regard when domestic manufacturing and corporate
management were consolidated by moving the principal domestic wheelchair
manufacturing operation and the international corporate headquarters to
Missouri from California in mid 1992. The process of lowering costs is
ongoing as the Company intends to increase the outsourcing of product parts
and components and consolidate its manufacturing and distribution
facilities. The Company is striving to become the low cost producer with
respect to all of its products, while maintaining its reputation for well-
engineered, quality products.
The Company is exploring the sale or other disposition of (i) the
Smith & Davis hospital bed and nursing home bed and furniture business, and
has retained an investment banker to advise it on the various methods and
means of implementing any such sale or disposition; and (ii) Everest &
Jennings de Mexico. In doing such, the Company will concentrate on its
core wheelchair, homecare bed and oxygen concentrator business in Canada
and the United States.
BACKGROUND
The Company is a Delaware corporation, formed in 1987 by the
reincorporation of Everest & Jennings International, a California
corporation formed in 1967 for the purpose of acquiring and holding all of
the stock of Everest & Jennings, Inc. and the stock of certain subsidiary
companies. Everest & Jennings, Inc., the Company's principal subsidiary,
was formed in 1946 through the incorporation of a partnership originally
established in 1932 by Herbert A. Everest and Harry C. Jennings, Sr.
Messrs. Everest and Jennings pioneered the design and production of folding
wheelchairs. The interest of Mr. Everest's family in the business was
acquired by the Jennings family in 1953.
The Company had its initial public offering of common stock in 1968.
Its common stock was traded on the NASDAQ National Market System until 1980
when the common stock became listed on the American Stock Exchange.
The Company's principal subsidiaries include Everest & Jennings, Inc.
located in St. Louis, Missouri; Everest & Jennings Canadian Limited located
in Toronto, Canada; Everest & Jennings de Mexico, S.A. de C.V. located in
Guadalajara, Mexico; and Smith & Davis Manufacturing Company, which was
acquired by the Company in 1990 and is also located in St. Louis, Missouri.
Each of the Company's subsidiaries manufactures wheelchairs and wheelchair
parts with the exception of Smith & Davis which manufactures homecare and
hospital beds, nursing home beds and furniture, oxygen therapy products and
related products. The Company owns a 30% interest in a joint venture in
Indonesia. The joint venture and an affiliate of the joint venture partner
supply wheelchair parts and components to the Company for assembly into
finished products in the United States.
WHEELCHAIRS
The Company designs, manufactures and markets power and manual
wheelchairs. Higher margins are achieved on power wheelchairs versus
manual chairs. The Company manufactures three types of power wheelchairs -
- - those that ride on a power base, direct-drive transportable power
wheelchairs and traditional belt-driven power chairs. The Company's
advanced power wheelchairs utilize Z-61 Servo Drive microprocessor
controllers with electronic programming. These electronics provide smooth,
precise control of the chair, allowing it to track straight and maintain
speed on hills and uneven terrain. Additionally, each E&J power wheelchair
is equipped with a caster control system that prevents caster flutter as
well as full leaf automotive-type suspension forks that offer the user a
comfortable ride.
Current products include:
- The Xcaliber(TM) -- a full featured programmable adult power
wheelchair.
- The Xcaliber(TM) Power Recliner -- an Xcaliber(TM) with a power
actuated sliding back designed to accommodate the forces of
"shear", making the wheelchair easier to operate and more
comfortable for those with higher level spinal cord injuries.
- Magnum(TM) -- a less featured model with performance capabilities
similar to the Xcaliber(TM).
- Magnum(TM) Power Recliner -- A magnum with a power actuated back (not
the sliding design) for more general applications where user
controlled back reclining is required.
- Lancer(R) -- a modular power base which accepts four different
modular seating units.
- Sprint(R) -- basic adult power wheelchair, non programmable, used
primarily for Medicare applications where price is the primary
consideration.
- Tempest(TM) -- a folding frame, transportable power wheelchair.
- Pediatric Power(TM) -- a pediatric power wheelchair with adjustable
seating system.
- Servo Drive Specialty Controls -- alternate (to the traditional
"joystick") driving devices for those with special abilities;
allows interface with computers and environmental controls (lights,
television, etc.); all these devices are controlled with one input
or control device (including driving the wheelchair), i.e., foot
control, sip n' puff, head control, etc.
The Company intends to introduce a new line of modular designed power
wheelchairs which will be easier and faster to manufacture and be
adjustable to better accommodate user sizes and needs.
The Company is continuously looking for distribution partners who make
specialized rehab products and could benefit from the Company's sales and
distribution system. This is a continuation of the Company's strategic
plan to expand as "The Rehab Source."
The Company offers a complete line of standard manual wheelchairs and
lightweight wheelchairs. Everest & Jennings developed the industry
standard for the basic folding wheelchair. The primary selling features of
these chairs are price and durability. The Company manufactures four
models for the standard manual wheelchair market. These include the
Premier(TM), a customized manual wheelchair; the Universal(R), which
includes a full range of options and sizes as well as models that recline;
the Traveler(R), designed to fill the durable rental market; and the
Vista(R), the Company's high quality, lowest priced model.
The Company competes in the high strength, lightweight wheelchair
market with two models -- the Premier 2 Plus(TM) and the EZ Lite(TM). The
Premier 2 Plus(TM) (a newer version of the original P2(TM)) offers
versatility, customization and high performance for the rehabilitation
market. The EZ Lite(TM) model is a durable, economical lightweight
wheelchair that offers unique adaptability characteristics, low maintenance
and easy foldability for the rental market.
Through the acquisition of MCT, the Company is now positioned to
compete in the ultra lightweight wheelchair categories with a line of
innovative, state-of-the-art products. Such chairs range from the FX(TM),
a composite based wheelchair with uncoupled adjustables and unique design,
to the Millenium(TM), a foldable, uniquely flexible lightweight wheelchair
that offers exceptional performance while meeting strict governmental and
third party reimbursement guidelines. The full range of MCT products will
be marketed under the Vision(TM) family name and will initially include
three rigid frame chairs and two foldable models which are currently in the
prototype stage.
Market Information -- Management estimates that the aggregate domestic
wheelchair market approximates $500 million with the total North American
market slightly larger at approximately $600 million. The Company believes
it has a material share of these combined markets.
Competition -- The Company, Invacare Corporation and Sunrise Medical
Inc. are the primary competitors in the wheelchair business. In addition,
there are a range of smaller competitors. Competition for sales of
wheelchairs is intense and is based on a number of factors including
quality, reliability, price, financing programs, delivery and service. The
Company believes its products' quality reputation and recent technological
advances are favorable factors in competing with other manufacturers.
Following the relocation of its wheelchair manufacturing operations from
California to Missouri, there were substantial disruptions in the delivery
of power and made to order rehab products. This disruption has put the
Company at a severe disadvantage with respect to its competitors.
BEDS, FURNITURE AND OXYGEN CONCENTRATORS
The Company's Smith & Davis subsidiary manufactures beds for the
homecare market, the nursing home market and the acute care hospital
market. In each product category, Smith & Davis manufactures a variety of
beds, from the simple manual product to the highly sophisticated, fully
electronic models, including specialized beds for the rehabilitation market
and a leisure bed for the consumer market. Smith & Davis also supplies a
full line of accessories consisting of items such as side rails, trapezes
and IV poles.
Smith & Davis also provides design services for nursing homes,
manufactures casegood furniture for the nursing home and hospital markets,
and manufactures oxygen concentrators. Oxygen concentrators remove
nitrogen from room air, thus providing a breathable supply of air to a
patient that is comprised of approximately 85% - 96% oxygen.
As stated above, the Company is exploring the sale or other
disposition of the Smith & Davis hospital bed and nursing home bed and
furniture business, and has retained an investment banker to advise it on
the various methods and means of implementing any such sale or disposition.
Market Information -- Management estimates that the aggregate domestic
market for Smith & Davis products is approximately $400 million. The
Company believes it has a material share of the domestic homecare and
nursing home bed market and a small share of the hospital bed market. The
Company also believes its nursing home furniture line enjoys a material
market share. The Company has a low market share in oxygen concentrators
which the Company is attempting to improve with the introduction of new
models. New models are being designed which provide improved operating
efficiency and reliability at a reduced noise level.
Competition -- The Company, Invacare Corporation, Joerns Healthcare,
Inc. and Sci-O-Tech, Inc. are the largest suppliers of homecare beds to the
industry. In the nursing home bed market, the Company competes with Joerns
Healthcare, Inc., Omni Manufacturing, Inc., Sci-O-Tech, Inc. and Kimball
International. The hospital bed market is dominated by Hill-Rom, Inc.
There are over a dozen suppliers of oxygen concentrators including
DeVilbiss Health Care, Inc., Airsep Corporation, Puritan-Bennett and
Invacare Corporation.
INTERNATIONAL OPERATIONS
The Company has licensing agreements to market its products in Europe
through its former Ortopedia subsidiary. The Canadian market is served
through its Canadian subsidiary, while the Central and South American
markets are served through Everest & Jennings de Mexico. As stated above,
the Company is exploring the sale or other disposition of Everest &
Jennings de Mexico. The Company has not placed great emphasis on expanding
its markets in the Far East but does serve this market through various
distributors. Sales in the Middle East and Australia are also conducted
through various distributor agreements. Approximately 84% of the Company's
total 1993 sales were denominated in United States dollars. Substantially
all export sales of the Company's products manufactured in the United
States are denominated in United States dollars although such sales are
immaterial to consolidated revenues.
SALES AND DISTRIBUTION
The Company's homecare products are marketed in the United States and
Canada by approximately 4,000 non-exclusive dealers and national accounts
who, in turn, sell the products to consumers. The support and servicing of
these dealers and national accounts are the responsibility of the Company's
trained sales staff operating within the United States and Canada. The
Company also uses a limited number of manufacturer's representatives and
distributors in selected geographic areas and market segments as
appropriate. The Company also sells directly to government agencies, such
as the Department of Veterans Affairs.
In Mexico, the Company's products are marketed through its own dealer
network system as well as through independent non-exclusive dealers. No
dealer or distributor domestically or internationally represents more than
10% of the Company's total sales.
The Company's homecare sales representatives conduct training
activities for the benefit of its dealers and their personnel. This
training is primarily concerned with features/benefits of all of the
Company's homecare products, and the training also covers the proper
fitting and use of wheelchairs and related equipment. Training classes are
also offered to physical and occupational therapists.
Brochures, point-of-sale display materials, and similar advertising
and merchandising aids are supplied to dealers. The Company advertises in
trade publications and its representatives attend trade shows and similar
conventions as a method of displaying product lines to doctors, therapists
and others.
The Company's nursing home and hospital beds and furniture sales are
accomplished through various manufacturer's representative organizations
located throughout the United States and Canada. The Company has a small
internal sales management staff that works directly with the manufacturer's
representatives and national accounts.
Finished goods inventories are maintained in several warehouses
strategically located throughout the United States. The Company
manufactures its basic homecare products for stock and maintains
inventories at such warehouses and its St. Louis distribution center for
sale; however, a substantial portion of the Company's wheelchair products,
hospital and nursing home beds, and nursing home furniture are built-to-
order and are not inventoried.
MANUFACTURING
The Company's manufacturing operations, in conjunction with its
quality control support, are designed to ensure that all products and
services sold by the Company meet the highest level of performance and
reliability in the industry.
The Company's bed manufacturing operations are located in one
facility, which has significant production capacity available to
accommodate any reasonably foreseeable increase in sales.
The Company has available manufacturing capacity for all of its
products to accommodate a significant growth in revenue through its
existing facilities as well as its joint venture outsourcing arrangements.
RAW MATERIALS
The Company purchases a variety of raw materials and components, and
has entered into supply agreements to purchase certain of these items from
single suppliers. The Company believes that numerous alternative supply
sources are available for all such materials.
PRODUCT DEVELOPMENT, ENGINEERING AND PATENTS
The Company continuously seeks to improve the quality, performance and
reliability of its products to enhance its competitive position in its
industry and to develop new products to meet the needs of its customer
base. With the acquisition of MCT, the Company acquired a development
staff and has incorporated its research and development ("R&D")
organization into the core R&D staff from MCT. As a result, the Everest &
Jennings Technology Center has been instituted in Watsonville, California.
This Center will be responsible for all product development programs for
the Company. Along with the internal development program, the Company
plans to actively pursue distribution agreements with companies possessing
innovative products that fit the Company's areas of focus.
EMPLOYEES
As of March 30, 1994, the Company had 1,115 full-time and full-time
equivalent employees, comprised of 724 in manufacturing, 10 in research
and development, 293 in sales and customer service, and 88 in general and
administrative functions. Certain employees located in Missouri, Canada
and Mexico are covered by collective bargaining agreements. No employees
in any other Company locations are covered by collective bargaining
agreements. The Company considers its labor relations to be satisfactory.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The Company's operations consist of the manufacture and sale of
durable medical equipment. Sales and operating earnings of this single
industry segment for each of the three years ended December 31, 1993 are
set forth in Note 14 to the Consolidated Financial Statements of the
Company included in Item 8 of this Annual Report on Form 10-K.
ITEM 2. PROPERTIES
The Company owns or leases manufacturing facilities located in the
United States, Canada and Mexico. Each of these facilities is generally
adequate for its operations and all are considered to be well maintained
and in good operating condition. The Company's principal wheelchair
manufacturing operations are located in a 147,000 square foot leased
facility in St. Louis, Missouri. The Company's principal bed manufacturing
operations are located in a 170,000 square foot owned facility in Wright
City, Missouri.
The Company owns approximately 416,000 square feet of building space
used in its operations. In addition, approximately 399,000 square feet of
building space is leased. The following is a summary of the facilities at
various locations:
Owned Leased
----- ------
(Square footage)
Everest & Jennings, Inc.:
St. Louis, Missouri -- 258,000
Other locations -- 90,000
Smith & Davis Manufacturing Co.:
Wright City, Missouri 170,000 --
Other locations 115,000 20,000
Everest & Jennings Canadian Ltd.:
Toronto, Canada 68,000 3,000
Other locations -- 13,000
Everest & Jennings de Mexico S.A. de C.V.:
Guadalajara, Mexico 63,000 --
Other locations -- 15,000
------- -------
416,000 399,000
ITEM 3. LEGAL PROCEEDINGS
In July, 1990, a class action suit was filed by a stockholder of the
Company in the United States District Court for the Central District of
California. The suit is against the Company and certain of its present and
former directors and officers and seeks unspecified damages for alleged
non-disclosure and misrepresentation concerning the Company in violation of
federal securities laws. The Company twice moved to dismiss the complaint
on various grounds. After the first such motion was granted, plaintiff
filed a first amended complaint, which subsequently was dismissed by order
filed on September 20, 1991. Plaintiff then notified the court that it did
not intend to further amend the complaint, and an order dismissing the
complaint was entered in November 1991. Plaintiff filed a notice of appeal
to the Court of Appeals for the Ninth Circuit on December 23, 1991. The
case was briefed and oral argument heard in June, 1993. On January 18,
1994, the Ninth Circuit ordered that the plaintiff's submission be vacated
pending the outcome of a petition for rehearing in another case that
addresses a similar procedural issue that was argued on appeal in that
case. The Company continues to believe the case is without merit and
intends to contest the asserted complaints vigorously. The ultimate
liability, if any, cannot be determined at this time.
In December, 1992 ICF Kaiser Engineers, Inc. ("ICF Kaiser") filed a
Demand for Arbitration (the "Demand") against the Company before the
American Arbitration Association in Los Angeles, California. ICF Kaiser in
its demand claims breach of contract between the parties for consulting and
clean up work by ICF Kaiser at E&J's former facilities located at 3233 East
Mission Oaks Boulevard, Camarillo, California. The Arbitration Demand is
in the sum of $1.1 million. In January, 1993 an answer and counter-claim
were filed on behalf of the Company. The answer denies breach of the
contract and disputes the monetary claim asserted in the Demand. In the
counterclaim, the Company asserts that ICF Kaiser breached the contract,
above referenced, by inter alia failing to perform the services required
under the Agreement in a reasonably cost effective manner and in accordance
with the terms and conditions of the Agreement. In February, 1993 E&J made
a payment without prejudice to ICF Kaiser in the sum of approximately $0.6
million. This payment, together with prior payments, brings the total paid
to date by the Company to ICF Kaiser to approximately $0.7 million. The
entirety of the charges by ICF Kaiser are disputed as unreasonable under
the circumstances and the Company intends to vigorously defend its
position. The Company has recorded an appropriate reserve to reflect this
matter and does not consider the amount to be material to the Company's
consolidated financial statements. The arbitration hearings commenced in
July, 1993 and are anticipated to conclude by the end of the first quarter
of 1994. A decision is anticipated in the second half of 1994.
Die Cast Products, Inc. ("Die Cast Products"), a former subsidiary of
the Company, has been named as a defendant in a lawsuit filed by the State
of California pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act 42 U.S.C. 9601 et sec ("CERCLA"). The
Company was originally notified of this action on December 10, 1992. The
lawsuit seeks to recover response and remediation costs in connection with
the release or threatened release of hazardous substances at 5619-21
Randolph Street, in the City of Commerce, California ("Randolph Street
Site"). It is alleged that the Randolph Street Site was used for the
treatment, storage and disposal of hazardous substances. The Company
anticipates being named as a defendant as a result of its former ownership
of Die Cast Products, which allegedly disposed of hazardous waste materials
at the Randolph Street Site. Investigation with respect to potential
liability of the Company is in the early stages. Issues to be addressed
include whether the Company will be responsible for the disposals made by
Die Cast Products; whether Die Cast Products actually sent hazardous waste
materials to the Randolph Street Site; the nature, extent and costs of the
ultimate cleanup required by the State of California; the share of that
cleanup which may ultimately be allocated to Die Cast Products and/or the
Company; and the extent to which insurance coverage may be available for
any costs which may eventually be assigned to the Company. Remedial
investigations performed on behalf of the State of California at the
Randolph Street Site have disclosed soil and groundwater contamination.
The Company has recorded a reserve of $1.0 million for this matter, which
is included in the Consolidated Statements of Operations for 1993.
In March, 1993, Everest & Jennings, Inc. ("EJI") received a notice
from the United States Environmental Protection Agency ("EPA") regarding an
organizational meeting of generators with respect to the Casmalia Resources
Hazardous Waste Management Facility ("Casmalia Site") in Santa Barbara
County, California. The EPA alleges that the Casmalia Site is an inactive
hazardous waste treatment, storage and disposal facility which accepted
large volumes of commercial and industrial wastes from 1973 until 1989. In
late 1991, the Casmalia Site owner/operator abandoned efforts to actively
pursue site permitting and closure and is currently conducting only minimal
maintenance activities. The EPA estimates that the Casmalia Site's closure
trust fund, approximately $10 million, is substantially insufficient to
cover cleanup and closure of the site. Since August, 1992, the EPA has
undertaken certain interim stabilization actions to control actual or
threatened releases of hazardous substances at the Casmalia Site. The EPA
is seeking cooperation from generators to assist in the cleaning up, and
closing of, the Casmalia Site. EJI and 64 other entities were invited to
the organizational meeting. The EPA has identified EJI as one of the
larger generators of hazardous wastes transported to the Casmalia Site.
EJI is a member of a manufacturers' group of potentially responsible
parties which has investigated the site and proposed a remediation plan to
the EPA. To reflect EJI's estimated allocation of costs thereunder, a
reserve of $1.0 million has been recorded, which is included in the
Consolidated Statements of Operations for 1993.
In 1989, a patent infringement case was initiated against EJI and
other defendants in the U.S. District Court, Central District of
California. EJI prevailed at trial with a directed verdict of patent
invalidity and non-infringement. The plaintiff filed an appeal with the
U.S. Court of Appeals for the Federal Circuit. On March 31, 1993, the
Court of Appeals vacated the District Court's decision and remanded the
case for trial. Impacting the retrial of this litigation was a re-
examination proceeding before the Board of Patent Appeals with respect to
the subject patent. A ruling was rendered November 23, 1993 sustaining the
claim of the patent which EJI has been charged with infringing. Upon the
issuance of a patent re-examination certificate by the U.S. Patent Office,
it is anticipated that the plaintiff will present a motion to the District
Court for an early retrial of the case. EJI believes that this case is
without merit and intends to contest it vigorously. The ultimate liability
of EJI, if any, cannot be determined at this time.
The Company and its subsidiaries are parties to other lawsuits and
other proceedings arising out of the conduct of its ordinary course of
business, including those relating to product liability and the sale and
distribution of its products. While the results of such lawsuits and other
proceedings cannot be predicted with certainty, management does not expect
that the ultimate liabilities, if any, will have a material adverse effect
on the consolidated financial position or results of operations of the
Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A Special Meeting of the Company's stockholders was held on December
31, 1993 for the following purposes:
(1) To ratify and approve the terms of a transaction (the "Debt
Conversion Transaction") pursuant to which $75,000,000 in principal
amount of indebtedness including accrued, unpaid interest owed by
the Company and its wholly-owned subsidiary Everest & Jennings,
Inc. ("E&J Inc.") to BIL (Far East Holdings) Limited or its
affiliates (collectively "BIL") pursuant to a Debt Conversion
Agreement and related documents dated as of September 30, 1993,
among the Company, E&J Inc., the wholly-owned subsidiary of E&J
Inc., The Jennings Investment Co. ("Jennings Investment"), and BIL,
including issuance by the Company and E&J Inc. to BIL of (i) a
Convertible Promissory Note -- Preferred Stock (the "Preferred
Stock Note") in the aggregate principal amount of $20,000,000 dated
as of September 30, 1993, and conversion of the same into shares of
a new Series C Convertible Preferred Stock (to be designated by the
Board of Directors), and (ii) a Convertible Promissory Note --
Common Stock (the "Common Stock Note") in the initial aggregate
principal amount of $45,000,000, dated as of September 30, 1993 (to
be increased to $55,000,000 after stockholder approval of the
subject transactions), and conversion of the same into shares of
Common Stock. The ratification and approval of the Debt Conversion
Transaction was subject to the approval and adoption of the
Recapitalization Proposals, as defined below.
(2) To approve and adopt the following (collectively, the
"Recapitalization Proposals"): (a) an amendment to the Certificate
of Incorporation of the Company to increase the number of
authorized shares of Common Stock from 25,000,000 to 120,000,000
(the "Common Stock Amendment"); and (b) an amendment to the
Company's Certificate of Incorporation to increase the number of
authorized shares of Preferred Stock from 11,000,000 to 31,000,000
(the "Preferred Stock Amendment"). The approval and adoption of
the Recapitalization Proposals was subject to the ratification and
approval of the Debt Conversion Transaction.
The votes cast were as follows:
Affirmative Votes Negative Votes
Debt Conversion Transaction 10,969,256 2,990
Recapitalization Proposals 10,969,256 2,990
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
The following table sets forth the high and low closing prices of the
Company's Class A and Class B Common Stock and, after November 18, 1993,
single class Common Stock for each quarter in the two-year period ended
December 31, 1993. The Company's single class Common Stock is listed on
the American Stock Exchange under the symbol of EJ.
Class A Class B Single Class
Common Stock(a) Common Stock(a) Common
Stock(b)
------------- ------------- -------------
High Low High Low High Low
---- ---- ---- ---- ---- ----
Fiscal year ended 12/31/93
1st Quarter 1 3/4 1 1/4 2 1 7/16 N/A N/A
2nd Quarter 2 1 3/16 1 7/8 1 5/8 N/A N/A
3rd Quarter 2 1 1/4 2 1 3/8 N/A N/A
4th Quarter 1 3/4 1 7/16 1 3/4 1 1/2 1 11/16 1 1/8
Fiscal year ended 12/31/92
1st Quarter 3 3/8 2 3 3/8 2 1/8 N/A N/A
2nd Quarter 2 1/2 1 5/8 2 5/8 2 N/A N/A
3rd Quarter 2 1/2 1 5/8 2 1/4 1 3/4 N/A N/A
4th Quarter 2 1 1/16 2 1/16 1 5/16 N/A N/A
[FN]
(a) Prior to November 19, 1993
(b) After November 18, 1993
As of March 30, 1994, there were approximately 211, 116 and 433
stockholders of record of Class A Common Stock, Class B Common Stock and
single class Common Stock, respectively, and the closing price of the
single class Common Stock was $1 3/16 on that date.
No dividends on the Company's Common Stock were paid in 1993 and 1992.
Management does not currently anticipate paying cash dividends on its
Common Stock in the foreseeable future. The determination of future cash
dividends to be declared and paid on the Common Stock, if any, will depend
upon the Company's financial condition, earnings and cash flow from
operations, the level of its capital expenditures, its future business
prospects and other factors that the Board of Directors deems relevant.
The Company is currently prohibited from paying cash dividends on its
Common Stock under covenants contained in the debt agreements with its
principal lenders.
On March 17, 1992, the stockholders of the Company approved a proposal
whereby the Class A Common Stock and the Class B Common Stock would be
reclassified into the new single class of Common Stock (see Note 11 to the
Consolidated Financial Statements in Item 8). The reclassification
occurred at the close of business on November 18, 1993.
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data below should be read in conjunction with
the Consolidated Financial Statements and Notes thereto included in Item 8
of this Annual Report on Form 10-K. The following information should not
be deemed indicative of future operating results of the Company.
YEAR ENDED DECEMBER 31 (c)(e)
-----------------------------
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
(Dollars in thousands, except per-share amounts)
STATEMENT OF OPERATIONS DATA:
Revenues $ 94,459 $107,115 $118,924 $209,711 $183,881
Cost of sales 76,853 80,923 80,276 154,431 135,920
------ ------ ------ ------ ------
Gross profit 17,606 26,192 38,648 55,280 47,961
Selling expenses 36,513(a)27,195 26,075 41,876 40,137
General and
administrative expenses 16,441 9,275 14,638 22,653 30,597
Restructuring expenses 15,104(b) 5,150(b)18,524(b)33,953(b)14,022(b)
------ ------ ------ ------ ------
Total operating expenses 68,058 41,620 59,237 98,482 84,756
------ ------ ------ ------ ------
Operating loss from
continuing operations (50,452) (15,428) (20,589) (43,202) (36,795)
------ ------ ------ ------ ------
Other income (expense):
Interest expense, net (5,072) (4,981) (3,887) (8,870) (5,785)
Earnings in European
operations -- -- 1,189 -- --
Gain (loss) on sale of
European operations -- (240) 6,600 -- --
------ ------ ------ ------ ------
Other income (expense),net (5,072) (5,221) 3,902 (8,870) (5,785)
Loss from continuing
operations before
income taxes (55,524) (20,649) (16,687) (52,072) (42,580)
Income tax provisions
(benefits) 173 (1,737)(f) 377 (356) (4,328)
------ ------ ------ ------ ------
Net loss from continuing
operations (55,697) (18,912) (17,064) (51,716) (38,252)
------ ------ ------ ------ ------
Discontinued operations:
Loss from discontinued
operations -- -- -- -- (1,160)
Loss on disposal of
discontinued operations -- -- -- (1,410) (2,751)
------ ------ ------ ------ ------
Loss from discontinued
operations -- -- -- (1,410) (3,911)
------ ------ ------ ------ ------
Net loss $(55,697)$(18,912)$(17,064) $(53,126)$(42,163)
LOSS PER SHARE:
From continuing
operations $(5.96) $(2.07) $(1.87) $(5.65) $(4.69)
From discontinued
operations -- -- -- (.16) (.48)
------ ------ ------ ------ ------
$(5.96) $(2.07) $(1.87) $(5.81) $(5.17)
Weighted average number
of Common Shares
outstanding 9,343,868 9,146,000 9,146,000 9,146,000 8,156,000
BALANCE SHEET DATA
(at December 31):
Total assets $57,515 $69,459 $82,921 $112,662 $154,001
Total debt $29,321 58,555 54,168 65,036 60,311
Total stockholders'
equity (deficit) (7,008) (30,798) (21,453) (1,909) 43,080
CASH DISTRIBUTION PER SHARE (d):
Class A Common Stock $ -- $ -- $ -- $ -- $ .05
Class B Common Stock $ -- $ -- $ -- $ -- $ .025
Single Class Common Stock $ -- N/A N/A N/A N/A
[FN]
(a) Includes $9,764 of in-process research and development expense related
to the acquisition of Medical Composite Technology, Inc. See Note 8 --
Acquisition of the Notes to the Consolidated Financial Statements in
Item 8.
(b) As more fully explained in Note 2 -- Restructuring Expenses of the
Notes to the Consolidated Financial Statements in Item 8, the Company
recorded $15.1 as a restructuring charge in 1993 for the consolidation
of manufacturing and distribution facilities in the United States and
Canada and for the sale or other disposition of the Smith & Davis
institutional business. The Company recorded a $5.2 million
restructuring charge in 1992 to provide for additional costs associated
with the consolidation of its domestic manufacturing and corporate
headquarters including the closure and relocation of the Company's
principal domestic wheelchair manufacturing operation and international
headquarters from Camarillo, California to St. Louis, Missouri. In
1991, the Company originally recorded a restructuring charge of $18.5
million for this purpose. The Company recorded a $34.0 million charge
in 1990 to provide for costs associated with restructuring its domestic
operations including a provision to write down its Camarillo
manufacturing facility and related machinery to net realizable value.
In 1989, the Company recorded a $14.0 million provision to restructure
its international operations and to provide for other restructuring
charges.
(c) Effective December 31, 1990, the European subsidiaries were designated
as subsidiaries held for sale. Accordingly, their results of operations
were consolidated in 1988 through 1990 and have been reflected on the
equity method in 1991. See Note 5 -- Sale of European Operation of the
Notes to the Consolidated Financial Statements in Item 8.
(d) The Company ceased paying dividends on its common stock effective in
the second quarter of 1989.
(e) In 1991, the Company changed from the LIFO (last-in, first-out) method
of valuing inventory to the FIFO (first-in, first-out) method for
inventory at its Everest & Jennings, Inc. subsidiary as the Company
believes that the FIFO method of accounting for such inventories results
in a more appropriate presentation of financial position and results of
operations. As a result of the change in accounting principle,
inventories and retained earnings were increased by $4,002 in 1990 and
$4,850 in 1989. The impact of the change on previously reported net
loss and loss per share was $848 and $.09 in 1990 and $78 and $.01 in
1989.
(f) During 1992 the Company resolved certain disputed issues with the
California Franchise Tax Board for the years 1975 through 1983. As a
result of agreements reached, assessments including related accrued
interest in the aggregate amount of $1.8 million were withdrawn and
credited to the income tax provision.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
In recent years, the Company has undergone an extensive restructuring
of its operations with the objective of becoming a stronger long-term
competitor in the durable medical equipment industry. The restructuring
was designed to improve overall financial performance through cost
reduction and the elimination of excess manufacturing capacity. Extensive
asset sales were also undertaken to generate the cash necessary to
partially finance restructuring activities and reduce debt levels. Credit
facilities were modified or expanded as needed to partially fund the
overall restructuring, in addition to contributing to the funding of the
Company's operations.
A major element of the restructuring was the sale in October, 1991 of
the Company's former European subsidiary, Ortopedia GmbH. At the time, the
Company retained a 15% interest in Ortopedia Holding GmbH, the new parent
of Ortopedia GmbH. In December 1992, the Company sold its remaining 15%
interest in Ortopedia Holding GmbH.
On February 28, 1992, the Company announced its intention to
consolidate its domestic wheelchair manufacturing operations and corporate
headquarters by relocating its California-based manufacturing and corporate
offices to Missouri by the end of 1992. This decision was made in light of
the higher cost of manufacturing in Southern California and based on the
opportunity, at that time, to further reduce costs through the
consolidation of administrative and support functions with existing
operations in Missouri. The relocation from California was begun in the
second quarter of 1992, and, except for data operations, was largely
completed by the end of 1992. In October, 1993, the Company transferred
its data operations from California to Missouri, which represented the
final step in the Company's relocation.
As a result of the relocation, the Company experienced major start-up
problems in wheelchair production due primarily to computer system failures
and related parts shortages, and to manufacturing delays and inefficiencies
attributable generally to the commencement of relocated manufacturing
operations and specifically to the need to train a large number of new
employees. These start-up problems have most severely impacted the
Company's high margin power and rehab wheelchair products, and the
resulting reduction in sales and cash flow hindered the Company's ability
to keep vendors current and to otherwise implement corrective measures
quickly and effectively.
Shipment delays caused a substantial build-up in back-ordered power
and rehab wheelchair products in the second half of 1992 and the first half
of 1993, which the Company reduced over time. Customer confidence and
frustration resulting from such delays combined to increase the order
cancellation rate and to decrease the incoming order rate, particularly for
the affected wheelchairs. As a result, orders and market share decreased,
and manufacturing activity generally shifted disproportionately to lower
margin manual and commodity wheelchairs.
The foregoing problems adversely affected 1993 shipments and financial
results. Management is implementing a plan that is intended to address the
Company's problems with manufacturing and shipment delays. Incoming
orders, product backlog and timely shipments were improved during the
second half of 1993. However, order rates, margins and market share must
increase and customer confidence must be restored in the very near term if
the Company is to generate the cash flow necessary to fund its operations
on a continuing basis and to achieve profitability.
Production and delivery of all of the Company's non-wheelchair
products were unaffected by the production problems that occurred in the
relocation of the wheelchair manufacturing facility to St. Louis. The
Company has continued to deliver non-wheelchair products in a timely manner
and management believes that market share can be maintained and slightly
increased in these product lines. However, the Company is exploring the
sale or other disposition of the Smith & Davis hospital bed and nursing
home bed and furniture business, and has retained an investment banker to
advise it on the various methods and means of implementing any such sale or
disposition.
Through the end of the first quarter of 1994, the Company has required
$3.0 million of additional financing to fund its operating requirements and
accrued restructuring expenses. This additional funding has been provided
to the Company by BIL, bringing the total advances under the Revolving
Promissory Note to $7.8 million as of March 30, 1994, out of an available
line of credit of $12.5 million. The Company expects to need additional
financing at least through the end of the third quarter of 1994, and will
seek to amend the Revolving Promissory Note with BIL to provide for such
requirement.
In the domestic market, the Company's durable medical equipment
products are sold primarily through homecare and medical equipment dealers,
as well as national accounts. Consumers and dealers are reimbursed through
federal, state and private insurer reimbursement programs. The Company
recognizes the need to counteract the impact of cutbacks in such programs
on its results of operations and cash flow through the benefits of a
reduced cost structure and by targeting new market segments.
In the institutional bed market, while the Company has a small market
share of hospital beds, it has been in the position of being the only
competitor of Hill-Rom with respect to retractable hospital beds. Early in
1993, Stryker introduced a retractable hospital bed into the market. The
presence of additional competition together with uncertainty in the market
due to the potential impact of national health care reforms combined to put
pressure on sales volume and margins with respect to the Company's
retractable hospital bed products.
RESULTS OF OPERATIONS
REVENUES
The following table sets forth the amounts and percentages of revenues
geographically by area where products were manufactured (dollars in
millions):
1993 1992 1991
---- ---- ----
Amount % Amount % Amount %
------ --- ------ --- ------ ---
North America $94 100 $107 100 $119 100
North American revenues in 1993 decreased $13 million, or 12%, versus
1992, primarily due to increased price competition, reduced sales of
wheelchairs, and lower homecare, hospital and nursing home bed revenues.
Wheelchair sales were adversely affected by competition and the factory
relocation in 1992, the effects of which continued into 1993. Hospital and
nursing home bed sales were adversely affected by price competition and
market uncertainty associated with national health care reform. Lower
homecare bed revenues reflected the impact of increased price competition.
North American revenues in 1992 decreased $12 million, or 10%, versus
1991, primarily due to shipment delays and the loss of market share in the
U.S. wheelchair business as a result of disruptions to production
capabilities related to the relocation of the primary manufacturing
facility from California to Missouri. Revenues in the bed product line
increased 8% in 1992, largely due to improved market penetration for
institutional products.
<PAGE>
For the periods indicated, the following table summarizes operating results
of the Company (dollars in millions):
Year Ended December31
-----------------------------------------
1993 1992 1991
Amount % Amount % Amount %
------ --- ------ --- ------ ---
Revenue $94.5 100 $107.1 100 $118.9 100
Cost of sales 76.9 81 80.9 75 80.3 68
---- ---- ---- ---- ---- ----
Gross profit 17.6 19 26.2 25 38.6 32
Operating expenses 52.9 56 36.4 34 40.7 34
---- ---- ---- ---- ---- ----
Operating loss before
restructuring expense (35.3) (37) (10.2) (9) (2.1) (2)
Restructuring expense 15.1 16 5.2 5 18.5 15
---- ---- ---- ---- ---- ----
Operating loss $(50.4) (53) $(15.4) (14) $(20.6) (17)
Interest expense, BIL (2.6) 3 (2.3) (2) (1.1) (1)
Interest expense, other (2.5) 3 (2.7) (3) (2.8) (2)
Earnings in European
operations -- -- -- -- 1.2 --
Gain (loss) on sale of
European operations -- -- (0.2) -- 6.6 6
---- ---- ---- ---- ---- ----
Loss before income taxes $(55.5) (59) $(20.6) (19) $(16.7) (14)
Income tax provisions
(benefits) .2 -- (1.7) (1) 0.4 --
---- ---- ---- ---- ---- ----
Net loss $(55.7) (59) $(18.9) (18) $(17.1) (14)
1993 VERSUS 1992
1993 revenues decreased $12.6 million or 12% to $94.5 million from
$107.1 million in 1992. Wheelchair and accessory sales of $61.8 million in
1993 decreased $3.6 million or 6% from 1992. The relocation of the
Company's primary domestic manufacturing facility from Camarillo,
California to St. Louis, Missouri and the related production and delivery
problems and declining orders have negatively affected sales since mid-
1992. Shipments during the fourth quarter of 1993 were further negatively
impacted by complications arising out of a major computer system
implementation which occurred in October, 1993. The majority of the
problems associated with the computer system conversion have since been
rectified. The domestic wheelchair order rate demonstrated improvement
during the third and fourth quarters of 1993.
Sales of Smith & Davis homecare beds in 1993 decreased $0.2 million or
2% from 1992; sales of institutional beds and accessories in 1993 decreased
$6.7 million or 28% from 1992, for an aggregate decrease in bed and
accessory sales of $6.9 million for 1993 or 19% from the prior year. In
management's opinion, the decrease in Smith & Davis' institutional bed and
related equipment sales as compared to 1992 was representative of
conditions in the institutional durable medical equipment market as a
whole. 1993 sales of Smith & Davis oxygen concentrators and other products
decreased $2.1 million or 38% compared to the prior year due principally to
a reduction in purchases by the largest oxygen concentrator customer.
Total Company gross profit decreased $8.6 million or 33% from $26.2
million in 1992 to $17.6 million in 1993. The decrease in gross profit
reflected the decrease in sales, manufacturing inefficiency experienced in
the wheelchair operations, and continued price competition in the markets
for the Company's wheelchairs, bed and oxygen concentrator products. Gross
profit was also adversely affected by a $1.0 million charge to reserves for
excess and obsolete inventory, which arose due to the Company discontinuing
certain wheelchair models. As a percentage of sales, gross profit
decreased from 25% in 1992 to 19% in 1993. This decrease reflects
increased price competition and production problems experienced since mid-
1992.
Operating expenses increased $16.5 million from $36.4 million in 1992
to $52.9 million in 1993. This increase is primarily due to a $9.7 million
charge relating to in-process research and development expenses (selling
expenses) recorded pursuant to the Company's acquisition of Medical
Composite Technology, Inc., a $2.0 million charge recorded during 1993 for
anticipated costs of environmental remediation, and a $2.4 million charge
recorded during 1993 for severance obligations. Restructuring expenses
recorded during 1993 of $15.1 million primarily relate to losses
anticipated on the disposition of the Company's institutional bed business
which is expected to occur during 1994.
Interest expense increased to $5.1 million in 1993 from $5.0 million
in 1992 due to increased borrowings during 1993. Such borrowings were
substantially reduced due to the fourth quarter conversion of $75 million
of debt, includingaccrued interest to equity. See Note 6 -- Debt
Restructuring and Conversion of the Notes to the Consolidated Financial
Statements.
During January, 1993, the Company adopted the provisions of SFAS No.
109, "Accounting for Income Taxes" ("SFAS 109"). The adoption of SFAS 109
did not have an impact on the consolidated financial statements.
The income tax benefits of $1.8 million in 1992 reflected the
settlement of certain disputed items with the California Franchise Tax
Board.
1992 VERSUS 1991
1992 revenues of $107.1 million decreased $11.8 million or 10% from
1991, largely as a result of wheelchair operations, which were negatively
impacted by the relocation of the Company's primary domestic manufacturing
facility from Camarillo, California to St. Louis, Missouri. The impact was
focused almost exclusively on the third and fourth quarter revenues after
the commencement of the physical relocation. The process of moving complex
manufacturing operations across the country and restarting with a largely
new workforce resulted in disruptions to normal manufacturing throughput
with corresponding delays in customer shipments and revenue recognition.
Relocation-related inventory imbalances caused by computer system failures
and inadequate training of new employees also contributed to manufacturing
shortfalls. At the same time, 1992 incoming orders for wheelchair products
were largely equivalent to 1991, resulting in increasing order backlogs.
As a result of the shipment delays, however, the Company experienced an
increasing rate of order cancellations in the third and fourth quarters of
1992. Such cancellations had a material adverse impact on the Company's
1992 financial performance.
Sales of Smith & Davis bed products in 1992 improved 8% over 1991 due
to improved penetration in the institutional market. Homecare product
sales were largely flat year to year due to intense price competition.
1992 revenues in the Everest & Jennings' Canadian and Mexican subsidiaries
were down 6% from 1991 due to a 5% unfavorable Canadian exchange rate
change and the non-recurrence of $.9 million of export orders in Canadian
operations.
Total Company gross profit decreased $12.4 million from $38.6 million
in 1991 to $26.2 million in 1992. As a percentage of sales, gross profit
decreased from 32% in 1991 to 25% in 1992. The decrease in gross profit
reflected the decrease in sales plus continued price competition in the
markets for the Company's wheelchair, homecare bed and oxygen concentrator
products. Wheelchair profitability was also impacted by a shift of the
Company's product mix to lower margin wheelchair products as a result of
the relocation. Shipment delays occurred largely in custom and
rehabilitation wheelchair products due to their greater complexity, larger
number of components which were subject to inventory imbalances, and longer
training time for new employees before normal production levels were
reestablished. Gross profit in Smith & Davis was also adversely affected
by a $0.7 million charge to write-off surplus and obsolete inventory.
Operating expenses decreased $4.3 million or 11% from $40.7 million in
1991 to $36.4 million in 1992 due to lower depreciation, staffing expenses,
taxes, insurance, professional fees and contracted services in general and
administrative expenses resulting from the Company's consolidation of
corporate, Everest & Jennings Inc. and Smith & Davis functions in St.
Louis. 1991 operating expenses also included a $1.5 million charge to
write down the Camarillo facility to its estimated net realizable value.
In 1992, the Company recorded restructuring charges of $5.2 million to
reflect increased costs for startup inefficiencies, facilities and staff
duplication and additional provision for physical inventory losses
associated with the relocation of the wheelchair manufacturing facility and
corporate headquarters to Missouri. An initial restructuring charge of
$18.5 million was recorded in 1991 in connection with the relocation to
Missouri.
Interest expense of $5.0 million in 1992 increased 28% from 1991 as
a result of the accrual of $1.3 million of interest recorded as the Company
was not able to reduce the balance of a certain indebtedness below $13
million by March 31, 1993 (see Note 7 -- Debt of the Notes to the
Consolidated Financial Statements in Item 8).
Net other income and expenses declined from $7.8 million income in
1991 which included a $6.6 million gain from the sale of 85% of Ortopedia
and $1.2 income from European operations sold in October, 1991 to a $0.2
million expense in 1992 which reflected a loss on the disposition of the
remaining 15% interest in Ortopedia.
The 1992 income tax benefit of $1.8 million reflected the settlement
of certain disputed items for the years 1975 - 1983 with the California
Franchise Tax Board.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are cash provided from
operations, borrowings and cash on hand. At December 31, 1993, the Company
had $1.87 million in cash or $1.77 million more than the $0.1 million in
cash at December 31, 1992. At December 31, 1993, total debt of $29.3
million was $29.3 million lower than the $58.6 million in debt at December
31, 1992. The decrease was due to the effect of the Debt Conversion
Transaction whereby $75 million of indebtedness, including accrued
interest, was converted to $55 million of Common Stock and $20 million of
Series C Preferred Stock. Prior to the Debt Conversion Transaction, the
indebtedness had increased during 1993 due to advances from BIL in the
amount of $37.8 million, which were used to fund operating losses and
previously accrued restructuring expenses and to repay $5.7 million to
HSBC.
On September 30, 1992 the Company entered into a $20 million Revolving
Credit Agreement with HSBC. Proceeds from this credit facility were used
to repay $11 million of existing Interim Loans, to fund restructuring
expenses, to replace existing letters of credit and for working capital
purposes. The repayment of this facility was guaranteed by Brierley
Investments Limited, an affiliate of BIL. The facility would not have been
made available to the Company without such guaranty. According to its
original terms, the total amount available under the facility was to reduce
from $20 million to $15 million on March 31, 1993. Pursuant to an
amendment dated as of March 30, 1993, HSBC agreed to maintain the total
amount available under the facility at $20 million through the expiration
date of the facility, September 30, 1993. In September, 1993, the
outstanding HSBC loan balance of $5.7 million was repaid utilizing a cash
advance provided by BIL under the Revolving Promissory Note (see Note 6 --
Debt Restructuring and Conversion, and Note 7 -- Debt of the Notes to the
Consolidated Financial Statements). Furthermore, as of September 30, 1993,
HSBC and E&J Inc. agreed to amend the Revolving Credit Agreement and extend
its term for approximately one year. The HSBC facility, as amended,
provides to E&J Inc. up to $6 million letter of credit availability and up
to $10 million of cash advances. On October 8, 1993, E&J Inc. repaid the
$10 million loan from Mercantile Bank by utilizing $10 million of cash
advances from the HSBC facility. The Mercantile Bank loan was
collateralized by a $10 million letter of credit issued by HSBC as part of
the original $20 million credit facility.
On October 9, 1992, the Company repaid $8.1 million of the Bank Loan
and $3.0 million of the Amended 10.5% Note indebtedness with the proceeds
from the sale of the Camarillo property. Additionally, on October 14,
1992, the Company repaid $11 million of the 1992 Interim Loans with a
portion of the proceeds from the $20 million HSBC credit facility.
However, the Company was unable to repay $4.0 million of the 1992 Interim
Loans. Such Interim Loans were due and payable on the date that the
Company closed the HSBC credit facility. Also, the Company was unable to
repay the remaining $14.6 million balance on the Bank Loan as required by
March 31, 1993 or reduce the balance below $13 million to obtain interest
forgiveness. Accordingly, during 1992 and the first nine months of 1993,
the Company accrued interest in the aggregate amount of approximately $1.3
million and $0.8 million, respectively, on the Bank Loan.
<PAGE>
At December 31, 1993 and December 31, 1992, under the debt agreements
with BIL and HSBC, the Company was obligated to repay the following amounts
at the various dates listed below.
12/31/93 12/31/92
Balance Balance
Debt Agreement $ Millions $ Millions Repayment Date
-------------- ---------- ---------- --------------
Bank Loan $ -- $14.6 September 30, 1993
FASB 15 Adjustment -- (0.2)
----- -----
Subtotal -- 14.4
Amended 10.5% Note -- 0.9 September 30, 1993
Interim Loans (1992 Advances -- 4.0 September 30, 1993
through 9/11/92)
Interim Loans (1992 Advances -- 10.0 September 30, 1993
9/12/92 through 12/31/92)
----- -----
Subtotal Due BIL -- 29.3
Accrued, unpaid interest due BIL -- 2.3 Same dates as the
corresponding debt
agreements
Revolving Promissory Note 4.8(1) -- Revolving
Promissory Note
matures June 30,
1995
HSBC Revolving Credit
Agreement(2) 10.0 5.1 September 30, 1994
Mercantile Bank -- 10.0 October 8, 1993
Accrued, unpaid interest due BIL .2 --
----- -----
TOTAL $15.0 $46.7
[FN]
(1)Effective September 30, 1993, the debt to BIL was restructured by
the Company issuing the following notes:
9/30/93 Balance 12/31/93 Balance
$ millions $ millions
--------------- ----------------
Common Stock Note 45.0 $ --
Preferred Stock Note 20.0 --
Revolving Promissory Note 6.8 4.8
---- ----
TOTAL $71.8 $4.8
The balance of the Revolving Promissory Note increased to $14.8
million in the fourth quarter of 1993, and $10 million was
transferred to the Common Stock Note. The Common Stock Note and
the Preferred Stock Note were each converted into Common Stock
and Series C Preferred Stock, respectively, as of December 31,
1993.
(2) Excludes approximately $3.7 million and $4.9 million committed
with respect to outstanding letters of credit at December 31,
1993 and December 31, 1992, respectively.
As of September 30, 1993, the Company entered into the Debt Conversion
Agreement with BIL whereby $65 million of the indebtedness represented by
the Converted BIL Debt (i.e., the Bank Loan, the Amended 10.5% Note and the
Interim Loans) was restructured by the issuance of the Common Stock Note
and the Preferred Stock Note. The balance of the BIL indebtedness ($6.8
million) which was not converted into the Common Stock Note and the
Preferred Stock Note was treated as advances under the Revolving Promissory
Note. See Note 6 -- Debt Restructuring and Conversion of the Notes to the
Consolidated Financial Statements in Item 8 for a discussion of the Debt
Conversion Transaction.
As part of the Debt Conversion Transaction, BIL agreed to provide to
the Company and E&J Inc. a revolving credit facility of up to $12.5
million, as evidenced by the Revolving Promissory Note. As of December 31,
1993, $4.8 million had been advanced to the Company and E&J Inc. by BIL
under such Note, leaving an availability balance of $7.7 million.
BIL agreed, upon stockholder approval of the Debt Conversion
Transaction and the Recapitalization Proposals, to advance to E&J Inc. $10
million to pay HSBC the cash advances made by it to E&J Inc. under the
Revolving Credit Agreement. Such advance by BIL to E&J Inc. would result
in an increase in the principal amount of the Common Stock Note from $45
million to $55 million. Effective as of December 31, 1993, BIL and E&J
Inc. agreed that $10 million would be transferred from the Revolving
Promissory Note to the Common Stock Note, thus decreasing the balance of
the Revolving Promissory Note to $4.8 million and increasing the balance of
the Common Stock Note to $55 million.
In July, 1991, the Company obtained a three-year $13 million secured
credit line for its Smith & Davis subsidiary which is secured by
substantially all of the subsidiary's assets. In February, 1993 this
credit line was amended to increase the availability of funding to the
Company and reduce the borrowing costs thereunder. At December 31, 1993
Smith & Davis had borrowed $5.1 million under this line. The Company
expects to either extend this credit line in 1994 or terminate it upon the
sale or other disposition of the Smith & Davis institutional business. The
Company's Canadian operation has existing credit facilities in the
aggregate of $5.1 million, on which $3.7 million was borrowed as of
December 31, 1993.
Accordingly, at December 31, 1993 the Company owed $21.4 million to
banks and other commercial lenders, $3.1 million under capitalized lease
obligations, and $4.8 million to BIL.
Through the end of the first quarter of 1994, the Company has required
$3.0 million of additional financing to fund its operating requirements and
accrued restructuring expenses. This additional funding has been provided
to the Company by BIL, bringing the total advances under the Revolving
Promissory Note to $7.8 million as of March 30, 1994, out of an available
line of credit of $12.5 million. The Company expects to need additional
financing at least through the end of the third quarter of 1994, and will
seek to amend the Revolving Promissory Note with BIL to provide for such
requirement.
The Company's 1993 revenues and operating results were negatively
impacted by ongoing price competition, liquidity constraints and the
relocation in 1992 of the Company's primary domestic wheelchair
manufacturing facility from California to Missouri. The loss of customer
confidence stemming from long lead times and shipping delays due to start-
up inefficiencies, computer system problems and inventory imbalances in St.
Louis manufacturing operations is expected to adversely impact revenues,
operating income and cash flow at least through the end of the third
quarter of 1994. Management is implementing a plan which is intended to
address the Company's problems with manufacturing and shipment delays. The
plan also addresses the rationalization of the Company's production
facilities and the increased outsourcing of products and product
components, the effect of which will be to lower the Company's production
costs. Order rates, margins and market share must increase, production and
operating costs must be reduced and customer confidence must be restored in
the very near term if the Company is to generate the cash flow necessary to
fund its operations on a continuing basis and to achieve profitability.
With respect to its bed products, the Company anticipates, for the
remainder of the year, severe price and product competition; however, the
market demand for these products may improve once a national health care
reform plan is enacted. As previously mentioned, the Company is exploring
the sale or other disposition of (i) the Smith & Davis hospital bed and
nursing home bed and furniture business, and has retained an investment
banker to advise it on the various methods and means of implementing any
such sale or disposition; and (ii) Everest & Jennings de Mexico.
Management believes that the Company's domestic and international
manufacturing capacity is sufficient to meet anticipated demand for the
foreseeable future. Capital expenditures of approximately $2.1 million are
projected for 1994 versus actual expenditures (including $2.5 million of
capital leases) of $3.5 million in 1993.
NET OPERATING LOSS CARRYFORWARDS
The Company and certain subsidiaries file consolidated federal income
and combined state tax returns. For federal income tax purposes, as of
December 31, 1993, the Company has net operating loss (NOL) carryforwards
of approximately $98 million and tax credit carryforwards of approximately
$1 million that expire in 1997 through 2008. In accordance with the
Internal Revenue Code, when certain changes in company ownership occur,
utilization of NOL carryforwards is limited. The Company has determined
that there has been a change in ownership due to the various debt and
equity transactions consummated with BIL as described in Note 7 -- Debt of
the Notes to the Consolidated Financial Statements. As a result,
approximately $88.5 million of the Company's NOL carryforwards are subject
to an annual limitation of approximately $3 million. If the full amount of
that limitation is not used in any year, the amount not used increases the
allowable limit in the subsequent year.
In addition, there are approximately $7 million and $5 million,
respectively, of preacquisition NOL carryforwards generated by Smith &
Davis and MCT with expiration dates through 2004. Annual utilization of
these NOLs is limited to $0.6 million for Smith & Davis and $0.5 million
for MCT to reduce that entity's future contribution to consolidated taxable
income.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
To The Board of Directors and Stockholders
of Everest & Jennings International Ltd.
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, of stockholders' equity
(deficit) and of cash flows present fairly, in all material respects, the
financial position of Everest & Jennings International Ltd. and its
subsidiaries at December 31, 1993 and 1992, and the results of their
operations and their cash flows for the three years ended December 31,
1993, in conformity with generally accepted accounting principles. 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 of these statements in
accordance with generally accepted auditing standards which 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 of disclosures
in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion expressed above.
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed
in Note 1 to the consolidated financial statements, the Company has
suffered recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described
in Note 1. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
As discussed in Note 15 to the consolidated financial statements, the
Company is a defendant in a class action lawsuit alleging federal
securities laws violations. The suit had previously been dismissed;
however, the matter is currently under appeal with the final resolution
pending. The ultimate outcome of the lawsuit cannot presently be
determined.
(PRICE WATERHOUSE)
PRICE WATERHOUSE
St. Louis, Missouri
March 21, 1994
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except per-share data)
Year Ended December 31
----------------------
1993 1992 1991
---- ---- ----
Revenues $94,459 $107,115 $118,924
Cost of sales 76,853 80,923 80,276
------- ------- -------
Gross profit 17,606 26,192 38,648
------- ------- -------
Selling expenses 25,749 26,028 24,868
General and administrative expenses 16,441 9,275 14,638
Research & development expenses
(Note 8) 10,764 1,167 1,207
Restructuring expenses (Note 2) 15,104 5,150 18,524
------- ------- -------
Total operating expenses 68,058 41,620 59,237
------- ------- -------
Operating loss from continuing
operations (50,452) (15,428) (20,589)
------- ------- -------
Other income (expense):
Interest expense, BIL (Note 7) (2,585) (2,272) (1,096)
Interest expense, other (2,487) (2,709) (2,791)
Earnings in European operations
(Note 5) -- -- 1,189
Gain (loss) on sale of European
operations (Note 5) -- (240) 6,600
------- ------- -------
Other income (expense), net (5,072) (5,221) 3,902
------- ------- -------
Loss from continuing operations
before income taxes (55,524) (20,649) (16,687)
Income tax provisions (benefits)
(Note 9) 173 (1,737) 377
------- ------- -------
Net loss $(55,697) $(18,912) $(17,064)
Loss per share $(5.96) $(2.07) $(1.87)
Weighted average number of
Common Shares outstanding 9,343,868 9,146,000 9,146,000
The accompanying Notes are an integral part of these
Consolidated Financial Statements
<PAGE>
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS
12/31/93 12/31/92
-------- --------
CURRENT ASSETS:
Cash and cash equivalents $ 1,872 $ 145
Accounts receivable, less allowance for
doubtful accounts of $1,506 in 1993
and $3,505 in 1992 (Note 4) 12,977 20,000
Inventories (Notes 4 and 10) 15,289 24,631
Assets held for sale (Notes 1 and 4) 17,309 67
Other current assets 1,494 4,129
------ ------
Total current assets 48,941 48,972
------ ------
PROPERTY, PLANT AND EQUIPMENT (Note 4):
Land 150 442
Buildings and improvements 3,597 6,677
Machinery and equipment 12,410 16,112
------ ------
16,157 23,231
Less accumulated depreciation and
amortization (9,105) (11,848)
------ ------
Property, plant and equipment, net 7,052 11,383
INTANGIBLE ASSETS, NET (Note 3) 1,007 6,696
OTHER ASSETS 515 2,408
------ ------
TOTAL ASSETS $57,515 $69,459
The accompanying Notes are an integral part of these
Consolidated Financial Statements
<PAGE>
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands except per-share data)
LIABILITIES AND STOCKHOLDERS' DEFICIT
12/31/93 12/31/92
-------- --------
CURRENT LIABILITIES:
Short-term borrowings and current
installments of long-term debt of
$1,562 in 1993 and $1,637 in 1992
(Note 7) $20,897 $25,912
Short-term borrowings from BIL (Note 7) -- 29,292
Accounts payable 8,099 16,782
Accrued payroll costs 9,360 7,624
Accrued interest, BIL (Note 7) 185 2,278
Accrued expenses 10,863 8,361
Accrued restructuring expenses (Notes 1 and 2) 6,292 6,047
------ ------
Total current liabilities 55,696 96,296
------ ------
LONG-TERM DEBT, NET OF CURRENT PORTION (Note 7) 3,622 3,351
LONG-TERM BORROWINGS FROM BIL (Note 7) 4,802 --
OTHER LONG-TERM LIABILITIES 403 610
COMMITMENTS AND CONTINGENCIES (Note 15)
STOCKHOLDERS' DEFICIT (Notes 6 and 11):
Series A Convertible Preferred Stock 11,089 10,174
Series B Convertible Preferred Stock 1,317 1,317
Series C Convertible Preferred Stock 20,000 --
Single Class Common Stock, par value: $.01;
authorized 120,000,000 shares 722 --
Class A Common Stock, par value: $.01;
authorized 10,000,000 shares -- 68
Class B Common Stock, convertible, par value: $.01;
authorized 10,000,000 shares -- 24
Additional paid-in capital 105,578 43,708
Accumulated deficit (142,449) (85,585)
Minimum pension liability adjustment (2,606) --
Cumulative translation adjustments (659) (504)
------ ------
Total stockholders' deficit (7,008) (30,798)
------ ------
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT $57,515 $69,459
The accompanying Notes are an integral part of these
Consolidated Financial Statements
<TABLE>
EVEREST & JENNINGS INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE THREE-YEAR PERIOD ENDED DECEMBER 31, 1993
(Dollars in thousands)
<CAPTION>
Series A Series B
Convertible Convertible
Class A Class B
Preferred Stock Preferred Stock
Common Stock Common Stock
Shares Amount Shares Amount
Shares Amount Shares Amount
<S> <C> <C> <C> <C>
<C> <C> <C> <C>
Balance at December 31, 1990 -- -- -- --
6,791,102 $68 2,355,177 $24
Conversion of Common Stock -- -- -- --
1,750 -- (1,750) --
Net loss -- -- -- --
- -- -- -- --
Additional cash contribution
to the capital of a subsidiary -- -- -- --
- -- -- -- --
Book value of the proposed
Convertible Preferred Stock
to be issued -- -- -- --
- -- -- -- --
Sale of European subsidiaries -- -- -- --
- -- -- -- --
Translation adjustments of
consolidated subsidiaries -- -- -- --
- -- -- -- --
------- ---- ----- ----
- --------- --- --------- ---
Balance at December 31, 1991 -- $ -- -- $ --
6,792,852 $68 2,353,427 $24
Series A Convertible Preferred
Stock issued upon conversion
of a convertible note payable 5,850,380 9,797 -- --
- -- -- -- --
Pay-in-kind dividends on Series A
Convertible Preferred Stock 225,039 377 -- --
- -- -- -- --
Reclassification of value of
Series B Convertible Preferred
Stock as of December 31, 1991 -- -- 759,542 1,272
- -- -- -- --
Adjustment to actual number of
shares of Series B Convertible
Preferred Stock issued -- -- 26,815 45
- -- -- -- --
Net loss -- -- -- --
- -- -- -- --
Translation adjustments -- -- -- --
- -- -- -- --
-------- ------ ------ -----
- -------- --- -------- ---
Balance at December 31, 1992 6,075,419 $10,174 786,357 $1,317
6,792,852 $68 2,353,427 $24
The accompanying Notes are an integral part of these Consolidated
Financial Statements
</TABLE>
<PAGE>
<TABLE>
EVEREST & JENNINGS INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE THREE-YEAR PERIOD ENDED DECEMBER 31, 1993
(Dollars in thousands)
(continued)
<CAPTION>
Additional Accumu- Cumulative
Paid-in lated Translation
Capital Deficit Adjustments
Total
<S> <C> <C> <C>
<C>
Balance at December 31, 1990 $43,706 $(49,232) $3,525
$(1,909)
Conversion of Common Stock -- -- --
- --
Net loss -- (17,064) --
(17,064)
Additional cash contribution
to the capital of a subsidiary 2 -- --
2
Book value of the proposed
Convertible Preferred Stock
to be issued 1,272 -- --
1,272
-- -- (2,644)
(2,644)
Sale of European subsidiaries
Translation adjustments of
consolidated susidiaries -- -- (1,110)
(1,110)
------ ------- -----
- ------
Balance at December 31, 1991 $44,980 $(66,296) $(229)
$(21,453)
Series A Convertible Preferred
Stock issued upon conversion
of a convertible note payable -- -- --
9,797
Pay-in-kind dividends on Series A
Convertible Preferred Stock -- (377) --
- --
Reclassification of value of
Series B Convertible Preferred
Stock as of December 31, 1991 (1,272) -- --
- --
Adjustment to actual number of
shares of Series B Convertible
Preferred Stock issued -- -- --
45
Net loss -- (18,912) --
(18,912)
Translation adjustments -- -- (275)
(275)
------ ------- -----
- ------
Balance at December 31, 1992 $43,708 $(85,585) $(504)
$(30,798)
The accompanying Notes are an integral part of these Consolidated
Financial Statements
</TABLE>
<PAGE>
<TABLE>
EVEREST & JENNINGS INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE THREE-YEAR PERIOD ENDED DECEMBER 31, 1993
(Dollars in thousands)
(continued)
<CAPTION>
Series A Series B Series C
Convertible Convertible
Convertible Class A(1) Class B(1)
Preferred Stock Preferred Stock
Preferred Stock Common Stock Common Stock
Shares Amt Shares Amt Shares
Amt Shares Amt Shares Amt
<S> <C> <C> <C> <C> <C>
<C> <C> <C> <C> <C>
Balance at December 31, 1992 6,075,419 $10,174 786,357 $1,317 --
$ -- 6,792,852 $68 2,353,427 $24
Common Stock Issued -- -- -- -- --
- -- 53,333 -- -- --
Reclassification of Common
Stock (1) -- -- -- -- --
2,353,427 24 (2,353,427) (24)
Preferred Stock Issued --
Debt Conversion -- -- -- --
20,000,000 20,000 -- -- -- --
Common Stock Issued --
Debt Conversion -- -- -- -- --
- -- 55,000,000 550
Stock Issuance Costs --
Debt Conversion -- -- --
Common Stock Issued --
MCS Acquisition -- -- --
8,000,000 80
Pay-in-kind dividends on Series
A Convertible Preferred Stock 546,787 915 -- -- --
- -- -- --
Net loss -- -- -- -- --
- --
Adjustment for Pension Liability -- -- -- -- --
- --
Translation adjustments -- -- -- -- --
- --
--------- ------- ------- ------ -----
- ---- ----------------- --- ---- ---
Balance at December 31, 1993 6,622,206 $11,089 786,357 $1,317
20,000,000 $20,00072,199,612 $722 -0- -0-
<FN>
(1) Effective November 18, 1993, Class A Common Stock and Class B Common
Stock were combined into a single class Common Stock
</FN>
The accompanying Notes are an integral part of these Consolidated Financial
Statements
</TABLE>
<PAGE>
<TABLE>
EVEREST & JENNINGS INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE THREE-YEAR PERIOD ENDED DECEMBER 31, 1993
(Dollars in thousands)
(continued)
<CAPTION>
Minimum
Additional Accumu- Pension
Cumulative
Paid-in lated Liability
Translation
Capital Deficit Adjustment
Adjustments Total
<S> <C> <C> <C>
<C> <C>
Balance at December 31, 1993 $105,578 $(142,449) $(2,606)
$(659) $(7,008)
Balance at December 31, 1992 $43,708 $(85,585) --
$(504) $(30,798)
Common Stock Issued -- -- --
- -- --
Reclassification of Common Stock (1) -- -- --
- -- --
Preferred Stock Issued --
Debt Conversion -- -- --
- -- 20,000
Common Stock Issued --
Debt Conversion 54,450 -- --
- -- 55,000
Stock Issuance Costs --
Debt Conversion (500) -- --
- -- (500)
Common Stock Issued --
MCS Acquisition 7,920 -- --
- -- 8,000
Pay-in-kind dividends on Series A
Convertible Preferred Stock -- (1,167) --
- -- (252)
Net loss -- (55,697) --
- -- (55,697)
Adjustment for Pension Liability -- -- (2,606)
- -- (2,606)
Translation adjustments -- -- --
(155) (155)
------ -------- -------
- ----- -----
Balance at December 31, 1993 $105,578 $(142,449) $(2,606)
$(659) $(7,008)
<FN>
(1) Effective November 18, 1993, Class A Common Stock and Class B Common
Stock were combined into a single class Common Stock
</FN>
The accompanying Notes are an integral part of these Consolidated
Financial Statements
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Year Ended December 31
----------------------
1993 1992 1991
---- ---- ----
Cash flows from operating activities:
Net loss $(55,697) $(18,912) $(17,064)
Adjustments to reconcile net loss
to cash used in operating activities:
Depreciation and amortization 2,637 2,736 4,235
Loss recognized as in-process R&D
on MCT acquisition 9,764 -- --
Restructuring expenses (Note 2):
Reserve on disposition of Smith &
Davis institutional business 13,000 -- --
Write-down in value of certain
accounts receivable, inventories
and other assets -- -- 750
Write-down in value of certain
properties and equipment -- -- 5,552
Net increase (decrease) in certain
accrued expenses 245 (8,048) 12,222
Write-down of certain properties -- -- 1,500
Loss (gain) on sale of certain fixed
assets -- 356 (206)
Loss (gain) on sale of European
operations (Note 5) -- 240 (6,600)
Loss on sale of assets held for sale -- 127 --
Changes in operating assets and
liabilities net of effects of
the 1993 MCT acquisition (Note 8):
Accounts receivable (1,652) 1,245 3,128
Inventories 2,336 (507) 6
Accounts payable (9,268) (709) (2,647)
Accrued interest, BIL 2,409 1,820 (1,004)
Accrued expenses 1,421 (2,623) (7,530)
Other, net 817 (759) 269
------ ------ ------
Cash used in operating activities (33,988) (25,034) (7,389)
------ ------ ------
Cash flows from investing activities:
Capital expenditures (955) (3,364) (1,390)
MCT acquisition, net of cash acquired (1,833) -- --
Proceeds from sale of European
operations, net of expenses and
settlement of intercompany accounts
(Note 5) -- 1,544 16,713
Proceeds from sale of assets held
for sale -- 12,633 --
Proceeds from sale of certain fixed
assets -- 38 2,643
------ ------ ------
Cash provided by (used in) investing
activities (2,788) 10,851 17,966
------ ------ ------
Cash flows from financing activities:
Advances from BIL (Note 7) 45,795 24,000 --
Repayments to BIL (Note 7) -- (22,082) (3,000)
Repayment of Bank Loan (Note 7) -- -- (8,344)
Costs pertaining to equity conversion (500) -- --
Other borrowings of short-term and
long-term debt, net (6,326) 11,479 3,812
Changes in other long-term liabilities (311) (66) (2,328)
------ ------ ------
Cash provided by (used in) financing
activities 38,658 13,331 (9,860)
------ ------ ------
Effect of exchange rate changes on
cash flows (155) (135) (27)
------ ------ ------
Increase (decrease) in cash balance 1,727 (987) 690
Cash and cash equivalents at beginning
of year 145 1,132 442
------ ------ ------
Cash and cash equivalents at
end of year $1,872 $ 145 $1,132
Supplemental cash flow information:
Cash paid for interest $2,611 $2,128 $1,951
Cash paid for income taxes 164 55 36
Supplemental information for noncash financing and investing activities:
As of March 17, 1992, $9,797 of debt and accrued interest was
converted by BIL into 5,850,380 shares of Series A Convertible Preferred
Stock.
Effective as of December 31, 1993, the Common Stock Note in the
principal amount of $55,000 was converted into 55,000,000 shares of Common
Stock and the Preferred Stock Note in the principal amount of $20,000 was
converted into 20,000,000 shares of Series C Convertible Preferred Stock.
In accordance with SFAS No. 87, the Company has recorded an additional
minimum pension liability for underfunded plans of $2,606 at December 31,
1993 (Note 12).
During 1993, the Company entered into new capital lease agreements of
$2,465 for the new computer and phone system.
The accompanying Notes are an integral part of these
Consolidated Financial Statements
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per-share data)
NOTE 1 -- CORPORATE RESTRUCTURING
Since 1989 the Company has incurred substantial financial losses in a
continuing effort to restructure its operations with the objective of
becoming a stronger long-term competitor in the durable medical equipment
industry. Restructuring activities to date have included asset sales,
significant reductions in headcount, salaries and fringe benefits, plant
closures and consolidations, product line rationalization, debt to equity
conversion and outsourcing of manufacturing operations. In 1992 the
Company relocated its corporate headquarters and principal wheelchair
manufacturing operations from Camarillo, California to St. Louis, Missouri.
The relocation facilitated the consolidation of corporate offices and other
key administrative, sales/marketing, and technical functions with existing
Company operations in the St. Louis area. In October, 1993, the Company
transferred its data operations from California to Missouri, which
represented the final step in the Company's relocation. In addition to the
foregoing, the Company is pursuing the sale or other disposition of the
Smith & Davis institutional business and Everest & Jennings de Mexico.
At January 1, 1992, the Company owed Security Pacific National Bank
(the "Bank") approximately $22.7 million ("Bank Loan") under a First
Amended and Restated Credit Agreement (the "Agreement") dated August 30,
1991. In order to facilitate the relocation process to Missouri, on
February 21, 1992, BIL (Far East Holdings) Limited ("BIL"), currently the
Company's majority stockholder, acquired all of the Bank's rights ("Bank
Interest") in the Agreement. In connection with the acquisition by BIL of
the Bank Interest, BIL agreed (a) to permit the Company to consolidate its
U.S. manufacturing facilities, corporate headquarters and administrative
functions in St. Louis, Missouri, (b) to permit the Company to borrow
additional funds and to obtain letters of credit from a lender other than
BIL as necessary for consolidation and for working capital, and (c) to
release or subordinate its security interests under the Agreement to allow
the Company to obtain financing from a third party lender for working
capital and to effect and facilitate the consolidation of operations and
corporate headquarters in St. Louis, Missouri.
In anticipation of the Company receiving additional financing from a
third party lender, BIL advanced the Company $18 million through October 1,
1992. These funds were used by the Company to finance, in part, the
relocation and the restructuring as well as for working capital purposes.
On September 30, 1992, the Company finalized a $20 million revolving
credit facility with The Hongkong and Shanghai Banking Corporation
("HSBC"). The repayment of the HSBC facility has been guaranteed by
Brierley Investments Limited, an affiliate of BIL. From the proceeds of
the HSBC facility, $11 million was utilized to repay advances (described in
the preceding paragraph) made by BIL during the second and third quarters
of 1992. The remaining proceeds were used to fund restructuring expenses,
to replace existing letters of credit and for working capital purposes.
BIL has provided the Company with additional funding beyond the amounts
available under the HSBC credit line. In November and December, 1992, BIL
advanced an additional $7 million for operating needs for the
restructuring, bringing the total BIL advances outstanding on December 31,
1992 to $14 million.
During the first three quarters of 1993, BIL advanced $37.8 million to
the Company to fund operating losses, previously accrued restructuring
charges and to pay down the HSBC Revolving Credit Agreement. As of
September 30, 1993, the Company and BIL entered into a Debt Conversion
Agreement, which provided, in part, for the conversion of $75,000,000 of
short-term indebtedness, including accrued interest, into equity. See Note
6 -- Debt Restructuring and Conversion. From October 1, 1993 to December
31, 1993, BIL advanced $8 million to the Company to fund operating losses
and previously accrued restructuring charges. See Note 7 -- Debt for
details as to the Company's indebtedness to BIL and other lenders.
The accompanying consolidated financial statements have been prepared
under the going concern concept. The going concern concept anticipates an
entity will continue in its present form and, accordingly, uses the
historical cost basis to prepare financial statements. The Company has
incurred substantial restructuring expenses and recurring operating losses
and has a net capital deficiency at December 31, 1993. No assurance can be
made that the Company will successfully emerge from or complete its
restructuring activities.
NOTE 2 -- RESTRUCTURING EXPENSES
Fiscal 1993
During the fourth quarter of 1993, the Company recorded $15.1 million
in connection with the consolidation of manufacturing and distribution
facilities in the United States and Canada ($2.1 million) and the sale or
other disposition of the Smith & Davis institutional business ($13
million). The charge with respect to the manufacturing and distribution
facilities primarily relates to the termination of various facilities
leases. The amount recorded for the sale or other disposition of Smith &
Davis is as follows:
Reduction of assets to estimated net realizable values $10,030
Estimated operating losses during phase-out period 1,240
Disposal costs, including transaction costs 1,730
-------
$13,000
The reduction of assets to estimated net realizable value is mainly
attributable to intangible assets and property, plant and equipment.
During 1993, the Company determined to explore the sale or other
disposition of (i) the Smith & Davis hospital bed and nursing home bed and
furniture business, and (ii) Everest & Jennings de Mexico. The Company has
prepared estimates of the net realizable value of related assets to be sold
(see Note 4 -- Assets Held for Sale) and other costs directly associated
with the decision to dispose of such business along with expected operating
losses to be incurred until the businesses are sold or otherwise disposed.
Fiscal 1992
During 1992 the Company recorded additional charges of $5.2 million in
connection with the restructuring and relocation process. This charge was
related and incremental to the $18.5 million recorded in 1991 and described
below. It reflected higher than originally anticipated costs primarily in
the areas of 1) duplication of employees and facilities in both California
and Missouri during the relocation process; 2) production inefficiencies in
California operations due to the loss of skilled employees after the
relocation announcement and the subsequent hiring of temporary employees as
replacements; 3) production and startup inefficiencies in the St. Louis
facility due to the large number of new and temporary employees hired and
trained; 4) interest expense of $0.5 million on incremental borrowings
required to finance the relocation and related inventory buildup; and 5)
provision for potential scrap and physical inventory losses related to the
relocation. A portion of the original restructuring reserve not utilized
for other purposes was also allocated to provide for the termination of the
contracts between the Company and certain independent manufacturer's
representative organizations pursuant to which those organizations
solicited orders for the Company's products in the United States.
Fiscal 1991
In 1991, the Company announced that it would be consolidating its
U.S. manufacturing operations and Corporate headquarters in St. Louis,
Missouri. This decision was made in response to the higher cost of
manufacturing in Southern California and to take advantage of synergies
with its existing Missouri based operations.
The charge of approximately $18.5 million relating to this decision
provided for severance or relocation expenses for nearly 450 employees,
costs to relocate certain inventory and equipment, costs associated with
the writedown to estimated net realizable value of machinery and equipment
that was not expected to be moved to St. Louis, and for other miscellaneous
costs associated with restructuring.
In 1991, the Company also provided $1.5 million for additional loss
relating to the sale of its Camarillo, California property. This amount
was recorded in general and administrative expenses.
NOTE 3 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION: The Consolidated Financial Statements include
the accounts of the Company and its subsidiaries. All significant
intercompany accounts and transactions have been eliminated.
CASH AND CASH EQUIVALENTS: The Company considers all highly liquid short-
term investments with maturities of three months or less to be cash
equivalents and, therefore, includes such investments as cash and cash
equivalents in its consolidated financial statements.
VALUATION OF INVENTORIES: Inventories are stated at the lower of cost,
determined by the first-in, first-out (FIFO) method, or market. Inventory
costs consist of material cost, labor cost and manufacturing overhead.
PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment are carried
at cost except for certain assets which have been written down in value in
anticipation of lower utilization in future periods (see Note 2 --
Restructuring Expenses). Provisions for depreciation and amortization are
determined using the straight-line method based upon the estimated useful
life of the asset. Leasehold improvements are amortized over the life of
the related lease.
INVESTMENT IN JOINT VENTURE: On August 15, 1990, the Company entered into
a joint venture agreement with an Indonesian company. The Company
contributed fixed assets valued at $300 to the joint venture in exchange
for 30% of the joint venture's outstanding common stock. The Company
accounts for this investment under the equity method. Due to continued
losses experienced by the joint venture, the Company wrote off the
remaining investment balance in 1993.
EXCESS OF INVESTMENT OVER NET ASSETS ACQUIRED: At December 31, 1993,
Intangible assets, net, includes primarily the excess of cost over net
assets acquired (goodwill) of Medical Composite Technology, Inc. which will
be amortized using the straight-line method over a period of three years.
At December 31, 1992, the balance was primarily comprised of the goodwill
related to the acquisition of Smith & Davis Manufacturing Company, which
was being amortized over 30 years. Due to the Company's decision to
dispose of Smith & Davis, the unamortized balance was written-off at
December 31, 1993. Balances outstanding at the end of 1993 and 1992 were
$900 and $6,696, respectively, net of amortization of $750 in 1992.
INCOME TAXES: As of January 1, 1993, the Company adopted SFAS 109,
"Accounting for Income Taxes". SFAS 109 utilizes an asset and liability
approach in accounting for income taxes and requires the recognition of
deferred tax assets and liabilities for the expected future tax
consequences of events that have been recognized in the Company's
consolidated financial statements or tax returns. Since it is unlikely
that the Company will realize the future tax benefits of the deferred tax
asset due to its substantial net operating losses, a valuation allowance
was established for the full amount and thus the adoption of SFAS 109 had
no impact on the consolidated financial statements of the Company.
LOSS PER SHARE: Loss per share for each of the years in the three-year
period ended December 31, 1993 is calculated based on the weighted average
number of the combined shares of both Class A and Class B Common Stock
during the periods, and the weighted average number of shares of single
class Common Stock after November 18, 1993.
CONCENTRATION OF CREDIT RISK: The Company sells its products to customers
in the healthcare industry, primarily in North America. Concentration of
credit risk with respect to trade receivables is limited due to the size of
the customer base and its dispersion. The Company performs on-going credit
evaluations of its customers and generally does not require collateral.
The Company maintains reserves for potential credit losses and such losses
have been within management's expectations.
FOREIGN CURRENCY TRANSLATION: The financial statements of the Company's
foreign subsidiaries are translated into U.S. dollars in accordance with
the provisions of SFAS No. 52, "Foreign Currency Translation." Assets and
liabilities are translated at year-end exchange rates. Revenues and
expenses are translated at the average exchange rate for each year. The
resulting translation adjustments for each year are recorded as a separate
component of stockholders' equity. All foreign currency transaction gains
and losses are included in the determination of income and are not
significant.
CHANGE IN FISCAL YEAR END: The Company elected in December 1992 to change
its fiscal year end from the period ending Sunday nearest December 31 to a
calendar year end.
RECLASSIFICATION: Certain reclassifications have been made to prior period
consolidated financial statements to conform with current period
presentation. The reclassifications have no effect on net loss as
previously reported.
NOTE 4 -- ASSETS HELD FOR SALE
Net assets held for sale for the disposition of Smith & Davis consist
of the following at December 31, 1993, and are stated at net realizable
values:
Smith & Davis:
Accounts receivable $ 7,699
Inventories 6,146
Land and buildings 1,490
Machinery & equipment 1,100
Other assets 196
______
16,631
Everest & Jennings de Mexico:
Net assets 678
______
Total assets held for sale $17,309
Combined revenues and net loss from continuing operations (unaudited)
for Smith & Davis and Everest & Jennings de Mexico for the year ended
December 31, 1993 were $38,227 and $(23,909), respectively.
NOTE 5 -- SALE OF EUROPEAN OPERATION
On October 4, 1991, the Company sold 85% of its wholly owned German
subsidiary, Ortopedia GmbH, for approximately $19.6 million, while
retaining a 15% interest in Ortopedia Holding GmbH, the new parent of
Ortopedia GmbH. Under the sale agreement, the Company received an option
to purchase an additional 5% of Ortopedia under certain circumstances. As
a result of the transaction, the Company recorded a $6.6 million gain in
1991. Cash proceeds from the sale were used to reduce $8.3 million of the
Company's indebtedness to the Bank, and to reduce $3 million of
indebtedness to BIL with the balance used to pay closing costs and to fund
working capital requirements. The Company's remaining interest in
Ortopedia GmbH was accounted for using the cost method. In 1992 the
Company sold its remaining 15% interest in Ortopedia Holding GmbH for $1.5
million, at a loss of $240. These proceeds were used for general working
capital purposes.
NOTE 6 -- DEBT RESTRUCTURING AND CONVERSION
As of September 30, 1993, the Company, Everest & Jennings, Inc. ("E&J
Inc."), Jennings Investment Co. and BIL entered into a Debt Conversion
Agreement to provide for the conversion (the "Debt Conversion Transaction")
of approximately $75 million in principal and accrued, unpaid interest (the
"Converted BIL Debt"), owed by the Company and E&J Inc. to BIL pursuant to
the Agreement (as defined in Note 7), the Amended 10.5% Note (as defined in
Note 7), and the Interim Loans (as defined in Note 7). Pursuant to the
Debt Conversion Agreement, (a) the Company and E&J Inc. issued to BIL a
Convertible Promissory Note -- Common Stock (the "Common Stock Note") in
the initial principal amount of $45 million and a Convertible Promissory
Note -- Preferred Stock (the "Preferred Stock Note") in the original
principal amount of $20 million; (b) BIL agreed to lend to E&J Inc. $5.7
million to allow E&J Inc. to repay the outstanding balance of cash advances
owed by E&J Inc. to HSBC under the terms of a Revolving Credit Agreement
dated as of September 30, 1992, as amended (the "Revolving Credit
Agreement"), between E&J Inc. and HSBC; (c) Brierley Investments Limited,
an affiliate of BIL, agreed to guarantee a letter of credit facility
("Letter of Credit Facility") between E&J Inc. and HSBC (or an alternative
commercial lending institution) in an amount not exceeding $6 million
through and including June 30, 1995; (d) BIL, as guarantor of the
obligations of E&J Inc. under the Revolving Credit Agreement, agreed to an
amendment of the Revolving Credit Agreement whereby cash advances of up to
$10 million were made available for E&J Inc.'s working capital needs; (e)
the Company and E&J Inc. agreed to indemnify (the "Indemnification
Obligation") BIL from and against any and all losses arising out of BIL's
guarantee of the Letter of Credit Facility and the Revolving Credit
Agreement; (f) BIL agreed to lend to the Company and E&J Inc. up to $12.5
million pursuant to the terms of the Revolving Promissory Note; (g) BIL and
the Company and E&J Inc. entered into a Security Agreement (the "Security
Agreement") pursuant to which the Company and E&J Inc. granted a security
interest in all of their assets to BIL to secure on a pari passu basis the
obligations of the Company and E&J Inc. to BIL under the Common Stock Note,
the Preferred Stock Note, the Revolving Promissory Note and the
Indemnification Obligation; and (h) the Company and BIL entered into a
Registration Rights Agreement pursuant to which the Company granted to BIL
registration rights with respect to shares of Common Stock held as of the
date of the Registration Rights Agreement and shares of Common Stock
obtained by BIL as a result of the conversion of the Common Stock Note and
Series C Preferred Stock issuable upon conversion of the Promissory Stock
Note. E&J Inc. used $10 million under the Revolving Credit Agreement to
repay a $10 million loan from Mercantile Bank on October 8, 1993. This
loan had been collateralized by a $10 million letter of credit issued by
HSBC under the Revolving Credit Agreement. Due to such loan repayment, E&J
Inc. has no further cash availability under the Revolving Credit Agreement.
The Company held a Special Meeting of Stockholders on December 31,
1993, to ratify and approve the Debt Conversion Transaction. Concurrent
with ratification and approval of the Debt Conversion Transaction, the
Company's stockholders approved and adopted amendments to the Company's
Certificate of Incorporation to increase the number of authorized shares of
Common Stock from 25,000,000 to 120,000,000 and to increase the number of
authorized shares of Preferred Stock from 11,000,000 to 31,000,000 (the
"Recapitalization Proposals").
BIL had agreed, upon stockholder approval of the Debt Conversion
Transaction and the Recapitalization Proposals, to advance E&J Inc. $10
million to pay HSBC the cash advance it made to E&J Inc. under the
Revolving Credit Agreement. Such advance by BIL to E&J Inc. would result
in an increase in the principal amount of the Common Stock Note from $45
million to $55 million. However, subsequent to the Special Meeting of
Stockholders, BIL and E&J Inc. agreed to transfer $10 million from the
Revolving Promissory Note to the Common Stock Note, thus increasing the
balance of the Common Stock Note to $55 million.
The Common Stock Note was scheduled to mature on March 31, 1994, bear
interest at the rate of 8% per annum from and after March 31, 1994, and was
secured by a lien on and security interest in all assets of the Company and
E&J Inc. on a pari passu basis with the repayment and other obligations of
the Company and E&J Inc. under the Preferred Stock Note, the Revolving
Promissory Note and the Indemnification Obligation. The Common Stock Note
was subordinated to all debt borrowed by the Company or E&J Inc. from, or
the payment of which had been guaranteed by the Company or E&J Inc. to,
HSBC, the Pension Benefit Guaranty Corporation, Congress Financial
Corporation and any other financial institution constituting a principal
lender to the Company and/or E&J Inc.
The Common Stock Note was convertible into that number of shares of
Common stock equal to the outstanding principal balance of that Note at
conversion divided by a stated conversion price ($1.00 per share, subject
to antidilution adjustment). The Common Stock Note automatically converted
in full upon satisfaction of all of the following conditions:
(a) ratification of the Debt Conversion Transaction by the stockholders of
the Company; (b) approval and adoption of the Common Stock Amendment and
the Preferred Stock Amendment by the stockholders of the Company; (c) the
filing and effectiveness of an amendment to the Company's Certificate of
Incorporation to effect the Common Stock Amendment and the Preferred Stock
Amendment; (d) adoption by the Board of Directors of resolutions to
designate the Series C Preferred Stock and the filing and effectiveness of
a Certificate of Designations of the Series C Preferred Stock (the "Series
C Certificate of Designations"); (e) reservation of a sufficient number of
shares of Series C Preferred Stock for issuance on conversion of the
Preferred Stock Note; (f) reservation of a sufficient number of Common
shares for issuance on conversion of the Common Stock Note and the Series C
Preferred Stock issued on conversion of the Preferred Stock Note; and
(g) approval for listing on the American Stock Exchange of the Common
shares issuable on conversion of the Common Stock Note and the Series C
Preferred Stock issued on conversion of the Preferred Stock Note. BIL
waived condition (g), and the Common Stock Note converted into 55 million
shares of Common stock on January 12, 1994.
The Preferred Stock Note was scheduled to mature on March 31, 1994,
bear interest at the rate of 8% per annum from and after March 31, 1994,
and was secured by a lien on and security interest in all assets of the
Company and E&J Inc. on a pari passu basis with the repayment and other
obligations of the Company and E&J Inc. under the Common Stock Note, the
Revolving Promissory Note and the Indemnification Obligation. The
Preferred Stock Note was subordinated to all debt borrowed by the Company
or E&J Inc. from, or the payment of which had been guaranteed by the
Company or E&J Inc. to, HSBC, the Pension Benefit Guaranty Corporation,
Congress Financial Corporation and any other financial institution
constituting a principal lender to the Company and/or E&J Inc.
The Preferred Stock Note was convertible into a number of shares of
Series C Preferred Stock equal to the outstanding principal balance of that
Note at conversion divided by a stated conversion price ($1.00 per share,
subject to antidilution adjustment). The Series C Preferred Stock is
convertible into shares of Common stock on a one-for-one basis. The
Preferred Stock Note automatically converted in full upon satisfaction of
all of the following conditions: (a) ratification of the Debt Conversion
Transaction by the stockholders of the Company; (b) approval and adoption
of the Common Stock Amendment and the Preferred Stock Amendment by the
stockholders of the company; (c) the filing and effectiveness of an
amendment to the Company's Certificate of Incorporation to effect the
Common Stock Amendment and the Preferred Stock Amendment; (d) adoption by
the Board of Directors of resolutions to designate the Series C Preferred
Stock and the filing and effectiveness of a Certificate of Designations of
the Series C Preferred Stock (the "Series C Certificate of Designations");
(e) reservation of a sufficient number of shares of Series C Preferred
Stock for issuance on conversion of the Preferred Stock Note;
(f) reservation of a sufficient number of Common shares for issuance on
conversion of the Common Stock Note and the Series C Preferred Stock issued
on conversion of the Preferred Stock Note; and (g) approval for listing on
the American Stock Exchange of the Common shares issuable on conversion of
the Common Stock Note and the Series C Preferred Stock issued on conversion
of the Preferred Stock Note. BIL waived condition (g), and the Preferred
Stock Note converted into 20 million shares of Series C Convertible
Preferred Stock on January 12, 1994.
The conversions of both the Common Stock Note and the Preferred Stock Note
have been reflected in the consolidated financial statements as of December
31, 1993. No gain or loss was recognized as a result of the Debt
Conversion Transaction.
NOTE 7 -- DEBT
The Company's debt as of December 31, 1993 and 1992 is as follows:
1993 1992
---- ----
Notes payable to BIL
(Net of FASB 15 adjustment) $ -- $29,292
Revolving Promissory Note to BIL 4,802 --
Loans from HSBC 10,000 15,093
Other domestic debt 10,844 10,258
Foreign debt 3,675 3,912
------ ------
Total debt 29,321 58,555
Less short-term debt and current
installments of long-term debt 20,897 55,204
------ ------
Long-term debt, net of current
installments, including
Revolving Promissory Note to BIL $ 8,424 $ 3,351
Aggregate long-term debt maturities during each of the next five fiscal
years follows:
1994 $20,897
1995 5,762
1996 1,049
1997 1,127
1998 486
-------
$29,321
On August 30, 1991, the Company executed a First Amended and Restated
Credit Agreement (the "Agreement") concerning the restructuring of its debt
("the Bank Loan") with Security Pacific National Bank (the "Bank"). Under
the provisions of the Agreement the payment of cash dividends to common
stockholders was prohibited. The Bank Loan was secured by essentially all
tangible and intangible assets of the Company, its principal subsidiary,
Everest & Jennings, Inc., and the stock of the Company's other
subsidiaries. On October 4, 1991, the Company sold Ortopedia GmbH and
repaid the Bank $8.3 million of its indebtedness. In November, 1991,
certain provisions of the Agreement with the Bank were amended. The
amended Agreement obligated the Company to repay its indebtedness to the
Bank by March 31, 1993. Additionally, if this indebtedness was reduced to
$13 million or less by March 31, 1993, the payment of interest at the rate
of 2.25% over prime would be waived from April 1, 1992 through March 31,
1993. The Company agreed to issue a new class of voting convertible
preferred stock to the Bank representing approximately 5% of the voting
stock of the Company. In order to facilitate the relocation process by the
Company from California to Missouri, on February 21, 1992, BIL acquired all
of the Bank's rights (the "Bank Interest") in the Agreement. The
acquisition of the Bank Loan by BIL resulted in BIL acquiring the new class
of voting Series B Convertible Preferred Stock (786,000 shares). As a
condition of the HSBC Revolving Credit Agreement, BIL subordinated the
repayment of the Bank Loan and the Amended 10.5% Note (as defined below) to
the repayment of the HSBC debt. As of March 31, 1993, BIL extended the
March 31, 1993 Bank Loan due date to June 30, 1993. As of June 30, 1993,
BIL agreed to extend the due date of the Bank Loan to September 30, 1993.
As of September 30, 1993, the Bank Loan was restructured as part of the
Debt Conversion Transaction.
In 1990 the Company borrowed $14.1 million from BIL for working capital
purposes and to complete the acquisition of five wholly-owned subsidiaries
(collectively, "Smith & Davis") of HUNTCO Manufacturing, Inc. On August
30, 1991, the Company entered into an agreement with BIL (the "Debt
Restructure Agreement") to restructure this indebtedness. The
restructuring combined the principal, accrued unpaid interest and certain
expenses into two new notes, the first (which was unsecured) in the
principal amount of $9.2 million at 9% interest (the "Amended 9% Note"),
and the second (which was secured) in the principal amount of $6.9 million
at 10.5% interest (the "Amended 10.5% Note"). In accordance with the Debt
Restructure Agreement, on October 4, 1991 the Company sold Ortopedia GmbH
and repaid BIL $3.0 million of the Amended 10.5% Note, reducing the balance
to $3.9 million. On March 17, 1992, the Company's stockholders approved
the conversion of the Amended 9% Note, including accrued interest, into
approximately 5.9 million shares of 9% Series A Voting Convertible
Preferred Stock, thereby repaying the Amended 9% Note in its entirety. The
remaining $3.9 million balance of the Amended 10.5% Note, plus accrued
interest, was required by the terms of the Debt Restructure Agreement to be
repaid by the earlier of April 1, 1993 or the date on which the Camarillo
property was sold.
On October 9, 1992 the Company sold its facility in Camarillo,
California. Under the terms of the Debt Restructure Agreement, the Company
was obligated to utilize the proceeds from this sale to repay $3 million of
the Amended 10.5% Note with the balance to be applied against the Bank
Loan. Accordingly, $3.0 million and $8.1 million, respectively, were
repaid, leaving a balance of $0.9 million on the Amended 10.5% Note and a
balance of $14.6 million on the Bank Loan. The due date of the Amended
10.5% Note was extended by BIL to June 30, 1993, and then subsequently to
September 30, 1993. As of September 30, 1993, the Amended 10.5% Note was
restructured as part of the Debt Conversion Transaction.
During 1992 BIL advanced the Company $25 million, of which $11 million
was repaid from the proceeds of the HSBC loan, leaving a net balance of $14
million as of December 31, 1992. An additional $31.1 million was advanced
on various dates through September 30, 1993, with a maturity date of one
year after the date of each respective advance. The indebtedness to BIL
carried an interest rate of 6.5% and was evidenced by various Promissory
Notes. The first $15 million of these Promissory Notes provided for
repayment upon the Company obtaining new financing. However, as noted
earlier, only $11 million of this amount was repaid and BIL amended the
terms of the $4 million balance to provide for a September 30, 1993
repayment date. The due date had previously been extended to June 30,
1993. The remaining $41.1 million of Promissory Notes outstanding at
September 30, 1993 generally had a one year term and matured on various
dates through September 30, 1994. The advances described above in this
paragraph are hereinafter referred to as "Interim Loans". As of September
30, 1993, the Interim Loans were restructured as part of the Debt
Conversion Transaction.
As of September 30, 1993, the Company borrowed $6.8 million as advances
under the Revolving Promissory Note. During the fourth quarter, 1993, the
Company additionally borrowed $8 million under the Revolving Promissory
Note, bringing the total borrowings under such Note to $14.8 million. Of
these borrowings, $10 million was transferred from the Revolving Promissory
Note to the Common Stock Note, thus leaving the Revolving Promissory Note
with a balance of $4.8 million at December 31, 1993.
During 1992 and the first nine months of 1993, the Company accrued
interest in the amount of $1.3 million and $0.8 million, respectively, on
the Bank Loan in anticipation of not being able to reduce the balance of
the Bank Loan below $13 million by the original and extended due dates.
Additionally, $0.4 million was accrued on the Amended 10.5% Note through
September 30, 1993, and $2.0 million was accrued on the Interim Loans, for
total accrued interest due BIL as of September 30, 1993 of $4.5 million.
On September 30, 1992, E&J Inc. entered into the $20 million unsecured
Revolving Credit Agreement with HSBC. Advances under the Revolving Credit
Agreement bear interest at the prime rate announced by Marine Midland Bank,
N.A. from time to time. Repayment of existing debt with BIL is
subordinated to the HSBC debt, and Brierley Investments Limited, an
affiliate of BIL, has guaranteed its repayment. Ten million dollars of the
agreement was designated as a letter of credit to secure a 3.5% loan from
Mercantile Bank under the State of Missouri MoBucks program, which loan was
due in October, 1993 ("MoBucks Loan"). The proceeds from the MoBucks Loan
were used to reduce debt to BIL. Additionally, the HSBC facility was used
to replace then existing letters of credit, fund restructuring expenses and
for working capital purposes.
In September, 1993, the outstanding HSBC loan balance of $5.7 million
was repaid utilizing a cash advance provided by BIL under the Revolving
Promissory Note. Furthermore, as of September 30, 1993, HSBC and E&J Inc.
agreed to amend the Revolving Credit Agreement and extend its term for
approximately one year. The HSBC facility, as amended, provides up to $6
million for letter of credit availability and, additionally, cash advances
of up to $10 million to E&J Inc. E&J Inc., on October 8, 1993, repaid the
$10 million loan from Mercantile Bank by utilizing $10 million of cash
advances from the HSBC facility.
BIL had agreed, upon stockholder approval of the Debt Conversion
Transaction and the Recapitalization Proposals, to advance to E&J Inc. $10
million to pay HSBC the cash advance made by it under the Revolving Credit
Agreement. Such advance by BIL to E&J Inc. would result in an increase in
the principal amount of the Common Stock Note from $45 million to $55
million. Subsequent to the stockholders' approval of the Debt Conversion
Transaction and the Recapitalization Proposals, BIL and E&J Inc. agreed to
transfer $10 million from the Revolving Promissory Note to the Common Stock
Note, thereby increasing the balance of the Common Stock Note to $55
million.
In connection with the MCT acquisition, a total of $2.0 million was
advanced by the Company to MCT prior to the closing of the transaction in
January, 1994. These advances have been treated as part of the purchase
price for the MCT acquisition. The advances were funded to the Company by
BIL and constituted borrowings under the Revolving Promissory Note.
As of September 30, 1993, the Company entered into the Debt Conversion
Agreement with BIL whereby $65 million of the indebtedness represented by
the Bank Loan, the Amended 10.5% Note and the Interim Loans (collectively,
the "Converted BIL Debt") was restructured by the issuance of the Common
Stock Note and the Preferred Stock Note (see Note 6). The balance of the
indebtedness owed BIL ($6.8 million) which was not converted into the
Common Stock Note and the Preferred Stock Note was treated as advances
under the Revolving Promissory Note.
As part of the Debt Conversion Transaction, BIL agreed to provide to
the Company and E&J Inc. a revolving credit facility of up to $12.5
million, as evidenced by the Revolving Promissory Note. At December 31,
1993, $4.8 million had been advanced to the Company and E&J Inc. by BIL
under the Revolving Promissory Note. The Revolving Promissory Note matures
on June 30, 1995, bears interest at the rate of 8% per annum, and is
secured by a lien on and security interest in all assets of the Company and
E&J Inc. on a pari passu basis with the repayment and other obligations of
the Company and E&J Inc. under the Common Stock Note, the Preferred Stock
Note and the Indemnification Obligation. The Revolving Promissory Note is
subordinated to all debt borrowed by the Company or E&J Inc. from, or the
payment of which has been guaranteed by the Company or E&J Inc. to, HSBC,
the Pension Benefit Guaranty Corporation, Congress Financial Corporation
and any other financial institution constituting a principal lender to the
Company and/or E&J Inc. As of December 31, 1993, $0.2 million was the
outstanding accrued, unpaid interest balance due BIL under the Revolving
Promissory Note.
In July, 1991, the Company obtained a three-year $13 million secured
credit facility at an interest rate of prime plus 3% for its Smith & Davis
subsidiary. The facility is secured by substantially all of the assets of
Smith & Davis. In February, 1993 this credit line was amended to increase
the availability of funding to the Company and reduce the borrowing cost to
prime plus 2%. At December 31, 1993, the Company had borrowed $5.1 million
under this line. Additionally, Smith & Davis had other borrowings
primarily consisting of amounts owed under certain industrial revenue bonds
totaling $1.7 million at December 31, 1993, with interest rates ranging
from 8% to prime plus 3%. These amounts are due at various semi-annual
intervals through 1996.
On May 12, 1992, the Company's Canadian operations renewed existing
credit facilities in the aggregate of $5.1 million, on which $3.7 million
was borrowed as of December 31, 1993 at interest rates ranging from prime
plus 1/2% to prime plus 3/4%. The loans are secured by the net assets of
the Canadian subsidiary.
At December 31, 1993, the Company was contingently liable under
existing letters of credit in the aggregate amount of approximately $3.7
million.
Pursuant to an agreement with its joint venture partner in Indonesia,
the Company has agreed to guarantee up to $1 million of indebtedness
incurred by the joint venture to fund its operations.
NOTE 8 -- ACQUISITION
In January, 1994, the Company completed the acquisition (the
"Acquisition") of Medical Composite Technology, Inc. ("MCT"). The $10.6
million purchase price consisted of the issuance of 8,000,000 shares of
Common Stock, $2 million in the form of pre-closing cash advances, and the
assumption of $0.6 million of net liabilities. Additionally, the Company
assumed 107,614 unvested stock options; such options are for the purchase
of the Company's Common Stock. MCT develops, designs, manufactures and
markets state-of-the-art durable medical equipment, including wheelchairs
and other medical mobility products and assistive devices.
The Acquisition was accounted for as a purchase. $9.7 million of the
purchase price is attributable to in-process research and development, and
has been expensed as of December 31, 1993. The balance of the purchase
price over the fair value of assets acquired has been allocated to
goodwill. The amount allocated to goodwill was approximately $0.9 million
which will be amortized over a period of three years.
For purposes of consolidated financial statement presentation, the
Acquisition has been accounted for as if it was completed on December 31,
1993. Accordingly, the Company's consolidated financial statements include
the assets and liabilities of MCT.
Pro forma combined results of operations (unaudited) of the Company
and MCT for the year ended December 31, 1993 are denoted below. Pro forma
results of operations are not necessarily indicative of the results of
operations if the companies had constituted a single entity during the
period combined.
Net sales $95.4
Net loss from continuing operations (60.1)
Net loss per share (3.47)
NOTE 9 -- INCOME TAXES
The components of income tax expense (benefit) from continuing operations
for each of the years in the three year period ended December 31, 1993 are
as follows:
1993 1992 1991
---- ---- ----
Current:
Federal $ -- $ -- $ --
Foreign 197 107 303
State (1,786) 100
Deferred:
Federal -- -- --
Foreign (24) (58) (26)
State -- -- --
$ 173 $(1,737) $ 377
A reconciliation of the provision (benefit) for taxes on loss from
continuing operations and the amount computed using the statutory federal
income tax rate of 34% for each of the years in the three year period ended
December 31, 1993 is as follows:
1993 1992 1991
------ ------ ------
Computed "expected" tax (benefit) $(18,878) $(7,021) $(5,674)
Increases (reductions) due to:
State taxes, net of federal
benefit -- (1,786) 66
Foreign subsidiaries with
different tax rates 319 (60) (122)
Domestic losses with no tax
benefit 18,732 7,130 6,107
------ ------ ------
$173 $(1,737) $377
During 1992 the Company resolved certain disputed issues raised by the
California Franchise Tax Board for the years 1975 through 1983. As a
result of the agreement reached, assessments, including related accrued
interest in the aggregate amount of approximately $1.8 million, were
withdrawn by the Franchise Tax Board. Accordingly, this amount has been
reflected as a credit to the 1992 income tax provision.
The Company and certain subsidiaries file consolidated federal income
and combined state tax returns. For federal income tax purposes, as of
December 31, 1993, the Company has net operating loss (NOL) carryforwards
of approximately $98 million and tax credit carryforwards of approximately
$1 million that expire in 1997 through 2008. In accordance with the
Internal Revenue Code, when certain changes in company ownership occur,
utilization of NOL carryforwards is limited. The Company has determined
that there has been a change in ownership due to the various debt and
equity transactions consummated with BIL as described in Note 7 -- Debt.
As a result, approximately $88.5 million of the Company's NOL carryforwards
are subject to an annual limitation of approximately $3 million. If the
full amount of that limitation is not used in any year, the amount not used
increases the allowable limit in the subsequent year.
In addition, there are approximately $7 million and $5 million,
respectively, of preacquisition NOL carryforwards generated by Smith &
Davis and MCT with expiration dates through 2004. Annual utilization of
these NOLs is limited to $0.6 million for Smith & Davis and $0.5 million
for MCT to reduce that entity's future contribution to consolidated taxable
income.
The Company's foreign source income is not material.
NOTE 10 -- INVENTORIES
Inventories at December 31, 1993 (excluding those inventories held for
sale, see Note 4 -- Assets Held for Sale) and 1992 consist of the
following:
1993 1992
---- ----
Raw materials $ 8,219 $12,691
Work-in-process 4,131 6,682
Finished goods 2,939 5,258
------ ------
$15,289 $24,631
NOTE 11 -- COMMON AND PREFERRED STOCK
The Company has two employee stock option plans that provide for the
grant to eligible employees of stock options to purchase shares of Common
Stock. The Everest & Jennings International Ltd. 1981 Employees Stock
Option Plan expired in 1991. Options are exercisable over a ten-year
period. Stock options were granted at prices which represent the fair
market value of the Common Stock on the date of grant. The changes in this
stock option plan in each of the years in the three year period ended
December 31, 1993 are summarized as follows:
Year Ended December 31
----------------------
1993 1992 1991
---- ---- ----
Outstanding, beginning of year 229,371 393,910 468,151
Granted -- -- --
Exercised -- -- --
Cancelled (131,921) (164,539) (74,241)
------- ------- -------
Outstanding, end of year 97,450 229,371 393,910
Exercisable, end of year 97,450 221,045 293,077
Options outstanding as of December 31, 1993 were granted at prices
ranging from $1.88 to $12.75 per share. As of December 31, 1993, 97,450
shares were exercisable in the price range of $1.88 to $12.75 per share.
The Company also has an Omnibus Incentive Plan, which was adopted by
the Board of Directors during 1990. Options are exercisable on a ten-year
period, and were granted at prices which represent the fair market value of
the Common Stock on the date of grant. The changes in the Omnibus
Incentive Plan in each of the years in the three year period ended December
31, 1993 are summarized as follows:
Year Ended December 31
----------------------
1993 1992 1991
---- ---- ----
Outstanding, beginning of year 725,000 606,000 692,000
Granted 219,000 227,000 100,000
Exercised -- -- --
Cancelled (394,942) (108,000) (186,000)
------- ------- -------
Outstanding, end of year 549,058 725,000 606,000
Exercisable, end of year 307,944 259,219 242,649
At December 31, 1993, 800,000 shares have been reserved for issuance
pursuant to this plan, and 549,058 options were outstanding which were
granted at prices ranging from $1.25 to $2.38.
As part of the MCT acquisition, the Company assumed 107,614 unvested
stock options at exercise prices ranging from $0.06 to $0.28. These
options are for the acquisition of the Company's Common Stock.
The Company's Class A Common Stock and Class B Common Stock had
identical dividend rights with the exception that the Class A Common Stock
was entitled to a $.025 per share additional dividend (the "Additional
Dividend") for each quarter in respect of which a cash dividend was
declared on the Class B Common Stock. After the Additional Dividend, the
Class A Common Stock shared equally with the Class B Common Stock in all
dividends and distributions. The Additional Dividend was non-cumulative
and was subject to adjustment if the Company's Board of Directors declared
a dividend on other than a quarterly basis. Provisions of loan agreements
prohibited the Company from declaring dividends on such stock.
Holders of Class A Common Stock were entitled to elect 25% of the
Board of Directors (rounded up to the nearest whole number) so long as the
number of outstanding shares of Class A Common Stock was at least 10% of
the number of outstanding shares of both classes of Common Stock. Except
as otherwise described for election of directors and except for class votes
as required by law or the Company's Certificate of Incorporation, holders
of common stock voted or consented as a single class on all matters, with
each share of Class A Common Stock having one-tenth vote per share and each
share of Class B Common Stock having one vote per share. Holders of the
two classes of common stock voted as separate classes on any matter on
which such a vote was required by applicable law or the Company's
Certificate of Incorporation. Additionally, at the option of the holder of
record, each share of Class B Common Stock was convertible at any time into
one share of Class A Common Stock.
On March 17, 1992, the stockholders of the Company approved a Plan of
Reclassification. Under the Plan of Reclassification, the Certificate of
Incorporation of the Company were amended to replace the Company's
authorized Class A Common Stock and Class B Common Stock with a new single
class of Common Stock having 25,000,000 authorized shares, and reclassified
each outstanding Class A Common share and each outstanding Class B Common
share into one share of such new single class of Common Stock. The Plan of
Reclassification became effective as of the close of business on November
18, 1993. Upon the Plan of Reclassification becoming effective, the
Company had an unclassified Board of Directors, each Director became an
unclassified member of the Board of Directors for the balance of his or her
term.
At the March 17, 1992 meeting, the stockholders also approved a
resolution to authorize a new class of preferred stock. Thereafter,
approximately 5.9 million shares of 9% Series A Convertible Preferred Stock
were issued for conversion of BIL debt and accrued interest as discussed in
Note 7. Such preferred shares are redeemable into common stock on a one-
for-one basis at the Company's option until the second anniversary of
conversion of the debt, and thereafter the seventh anniversary of
conversion into Common Stock on a one-for-one basis except for any in-kind
dividends which would be redeemable at 150% of the market price at the time
of conversion. The preferred shares are also redeemable for cash at the
Company's option at a price of $1.67458437 per share until the second
anniversary of conversion of the debt and thereafter the seventh
anniversary of conversion to cash at a price of $1.67458437 per share
except for in-kind dividends which would be redeemable at an amount equal
to 150% of market price of the common stock as of the redemption date.
Upon notice of redemption, the holder(s) of the preferred shares can
convert such shares into shares of common stock on a one-for-one basis.
Also as discussed in Note 7, a second series of preferred stock (Series B,
consisting of 786,000 shares) was issued to BIL, which is redeemable at the
Company's option into Common Stock on a one-for-one basis (except for any
unpaid interest owed) at any time prior to the seventh anniversary of the
issuance date of said preferred shares.
Resolutions approved by the stockholders on March 17, 1992, resulted
in an increase in the total shares outstanding, on a fully diluted basis,
to 15.7 million and increased the percentage ownership of the Company by
BIL and its affiliates from approximately 31% at December 31, 1991 to
approximately 60% at December 31, 1992.
On December 31, 1993, the Company's stockholders approved the Debt
Conversion Transaction (see Note 6), which resulted in the issuance of 55
million shares of Common Stock and 20 million shares of 7% Series C
Convertible Preferred Stock for conversion of the Common Stock Note and the
Preferred Stock Note, respectively. The Debt Conversion Transaction
resulted in an increase in the total shares outstanding, on a fully diluted
basis, to 99.6 million (including shares issued for the MCT acquisition),
and increased the percentage ownership of the Company by BIL and its
affiliates from approximately 60% at December 31, 1992 to approximately 85%
at December 31, 1993.
As of December 31, 1993, the Company issued 8 million shares of Common
Stock to the stockholders of MCT (see Note 8).
<PAGE>
NOTE 12 -- EMPLOYEE BENEFIT PLANS
The Company has a noncontributory defined benefit pension plan
covering substantially all employees of its primary domestic subsidiary,
Everest & Jennings, Inc. and two non-contributory defined benefit pension
plans for the non-bargaining unit salaried employees ("Salaried Plan") and
employees subject to collective bargaining agreements ("Hourly Plan") at
its Smith & Davis subsidiary. The total pension expense under these plans
was $40, $233 and $297 for 1993, 1992 and 1991, respectively.
The following table sets forth the status of these plans and the
amounts recognized in the Company's Consolidated Financial Statements:
1993 1992 1991
---- ---- ----
Actuarial present value of
benefit obligations:
Vested benefit obligation $17,695 $15,813 $15,332
Accumulated benefit obligation $17,816 $15,978 $15,884
Projected benefit obligation for
services rendered to date $17,816 $16,285 $16,073
Plan assets at fair value,
primarily listed stocks, bonds
and investment funds 12,763 12,926 13,386
------ ------ ------
Projected benefit obligation
in excess of plan assets (5,053) (3,359) (2,687)
Unrecognized transition amount (85) (134) (147)
Unrecognized loss from change
in discount rate 3,043 -- --
Unrecognized net gain/(loss) from past
experience different from that assumed -- 410 (621)
------ ------ ------
Pension liability included in
accrued payroll costs $(2,095) $(3,083) $(3,455)
The pension cost relating to these
plans is comprised of the following:
Pension expense:
Service cost -- benefits earned
during period $-- $135 $116
Interest cost on projected
benefit obligation 1,295 1,330 1,321
Actual return on plan assets (872) (771) (2,190)
Net amortization and deferral (223) (461) 1,050
Curtailment gain (160) -- --
------ ------ ------
Net periodic pension cost $40 $233 $297
Effective May 1, 1991, the Company froze the accruing of benefits
under the Everest & Jennings, Inc. Pension Plan. Due to a reduction in its
weighted-average discount rate, and in accordance with the provisions of
SFAS No. 87, "Employees' Accounting for Pensions", an additional minimum
funding liability, representing the excess of accumulated plan benefits
over plan assets and accrued pension costs of $2,606 was recorded for the
Everest & Jennings, Inc. Pension Plan. This amount has been recorded as an
increase in stockholders' deficit for the year ended December 31, 1993.
Additionally, during 1991 the Company froze the Smith & Davis Hourly
Plan and purchased participating annuity contracts to cover accumulated and
projected benefit obligations. The Company has also frozen the Salaried
Plan effective January 1, 1993. Participants in the plan are eligible to
participate in the Company's 401(k) Savings and Investment Plan, as
discussed below. There was no material impact on the consolidated
financial statements as a result of these changes.
The following assumptions were used to determine the projected benefit
obligations and plan assets:
Everest & Jennings, Inc. Smith & Davis
Plan Plans
----------------------- -------------
1993 1992 1993 1992
---- ---- ---- ----
Weighted-average discount rate 7.5% 8.5% 7.5%8.5%-9.0%
Expected long-term rate of
return on assets 9.0% 9.0% 8.5% 10.0%
Long-term rate for compensation
increases -- 5.0% -- 6.0%
In 1993, no long term rates for compensation increases were assumed
for the deferred benefit plans, as all participants are inactive and the
plans are frozen.
The Company also sponsored a 401(k) Savings and Investment Plan (the
"401(k) plan") covering all full-time non-union employees of Everest &
Jennings, Inc. The 401(k) plan was extended as of January 1, 1993 to
include participants in the Smith & Davis Salaried Plan. Contributions
made by the Company to the 401(k) plan are based on a specified percentage
of employee contributions up to 6% of base salary. As of March 1, 1994,
the Company suspended its contribution to the 401(k) Plan for all non-
bargaining unit employees. Employees may contribute between 1% and 15% of
base salary. Expense recorded for the 401(k) plan totaled $134 in 1993,
$99 in 1992, and $40 in 1991.
NOTE 13 -- LEASE COMMITMENTS
The Company is a party to a number of noncancelable lease agreements
involving buildings and equipment. The leases extend for varying periods
up to 10 years and generally provide for the payment of taxes, insurance
and maintenance by the lessee. Certain of these leases have purchase
options at varying rates.
The Company's property held under capital leases, included in
Property, plant and equipment, at December 31, 1993 and 1992 consists of
the following:
December 31 December 31
1993 1992
----------- -----------
Machinery and equipment $2,621 $2,658
Less accumulated amortization (502) (2,270)
------ ------
$2,119 $ 388
Minimum future lease obligations on long-term noncancelable leases in
effect at December 31, 1993 are as follows:
Capital Operating
------- ---------
1994 $ 761 $ 1,244
1995 870 1,310
1996 908 1,231
1997 900 1,035
1998 448 673
Thereafter -- 657
----- -----
Net minimum lease payments 3,887 $6,150
Less amount representing interest (730)
-----
Present value of minimum lease payments 3,157
Less current portion (509)
-----
$2,648
Rental expense for operating leases amounted to approximately $1,913,
$2,416 and $2,149 in 1993, 1992 and 1991, respectively.
Certain of the operating lease obligations relate to facilities which
have been or will be vacated in conjunction with the Company's
consolidation of its manufacturing and distribution operations as discussed
in Note 2.
NOTE 14 -- INDUSTRY SEGMENT AND OPERATIONS BY GEOGRAPHIC AREAS
The Company operates in one industry segment, which is the durable
medical equipment business. The Company's North American operations
include operations in the United States, Canada and Mexico. The European
operations were primarily in Germany. The following table sets forth
certain financial information by geographic area for each of the years in
the three year period ended December 31, 1993:
Year Ended December 31
----------------------
1993 1992 1991
---- ---- ----
Net sales, durable medical products:
North America
Wheelchairs $ 61,750 $ 65,420 $ 81,569
Beds and Accessories 29,266 36,125 31,953
Other 3,443 5,570 5,402
------- ------- -------
$ 94,459 $107,115 $118,924
Loss from continuing operations:
North America $(55,524) $(20,409) $(24,476)
Europe -- (240) 7,789
------- ------- -------
$(55,524) $(20,649) $(16,687)
Identifiable assets:
North America $ 57,515 $69,459 $ 81,136
Europe -- -- 1,785
------- ------- -------
$ 57,515 $ 69,459 $ 82,921
As described in Note 5 to the Consolidated Financial Statements, in
October, 1991 the Company sold a majority interest in its Ortopedia GmbH
subsidiary. The subsidiary's results of operations were accounted for
under the equity method for the year ended December 31, 1991. The
remaining interest in Ortopedia Holding GmbH was sold in December, 1992.
Export sales to unaffiliated customers by domestic operations in the
United States are not significant. No single customer accounts for 10% or
more of the consolidated revenues.
NOTE 15 -- CONTINGENT LIABILITIES
In July, 1990, a class action suit was filed by a stockholder of the
Company in the United States District Court for the Central District of
California. The suit is against the Company and certain of its present and
former directors and officers and seeks unspecified damages for alleged
non-disclosure and misrepresentation concerning the Company in violation of
federal securities laws. The Company twice moved to dismiss the complaint
on various grounds. After the first such motion was granted, plaintiff
filed a first amended complaint, which subsequently was dismissed by order
filed on September 20, 1991. Plaintiff then notified the court that it did
not intend to further amend the complaint, and an order dismissing the
complaint was entered in November 1991. Plaintiff filed a notice of appeal
to the Court of Appeals for the Ninth Circuit on December 23, 1991. The
case was briefed and oral argument heard in June, 1993. On January 18,
1994, the Ninth Circuit ordered that the plaintiff's submission be vacated
pending the outcome of a petition for rehearing in another case that
addresses a similar procedural issue that was argued on appeal in that
case. The Company continues to believe the case is without merit and
intends to contest the asserted complaints vigorously. The ultimate
liability, if any, cannot be determined at this time.
In December, 1992 ICF Kaiser Engineers, Inc. ("ICF Kaiser") filed a
Demand for Arbitration (the "Demand") against the Company before the
American Arbitration Association in Los Angeles, California. ICF Kaiser in
its demand claims breach of contract between the parties for consulting and
clean up work by ICF Kaiser at E&J's former facilities located at 3233 East
Mission Oaks Boulevard, Camarillo, California. The Arbitration Demand is
in the sum of $1.1 million. In January, 1993 an answer and counter-claim
were filed on behalf of the Company. The answer denies breach of the
contract and disputes the monetary claim asserted in the Demand. In the
counterclaim, the Company asserts that ICF Kaiser breached the contract,
above referenced, by inter alia failing to perform the services required
under the Agreement in a reasonably cost effective manner and in accordance
with the terms and conditions of the Agreement. In February, 1993 E&J made
a payment without prejudice to ICF Kaiser in the sum of approximately $0.6
million. This payment, together with prior payments, brings the total paid
to date by the Company to ICF Kaiser to approximately $0.7 million. The
entirety of the charges by ICF Kaiser are disputed as unreasonable under
the circumstances and the Company intends to vigorously defend its
position. The Company has recorded an appropriate reserve to reflect this
matter and does not consider the amount to be material to the Company's
consolidated financial statements. The arbitration hearings commenced in
July, 1993 and are anticipated to conclude by the end of the first quarter
of 1994. A decision is anticipated in the second half of 1994.
Die Cast Products, Inc. ("Die Cast Products"), a former subsidiary of
the Company, has been named as a defendant in a lawsuit filed by the State
of California pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act 42 U.S.C.9601 et sec ("CERCLA"). The
Company was originally notified of this action on December 10, 1992. The
lawsuit seeks to recover response and remediation costs in connection with
the release or threatened release of hazardous substances at 5619-21
Randolph Street, in the City of Commerce, California ("Randolph Street
Site"). It is alleged that the Randolph Street Site was used for the
treatment, storage and disposal of hazardous substances. The Company
anticipates being named as a defendant as a result of its former ownership
of Die Cast Products, which allegedly disposed of hazardous waste materials
at the Randolph Street Site. Investigation with respect to potential
liability of the Company is in the early stages. Issues to be addressed
include whether the Company will be responsible for the disposals made by
Die Cast Products; whether Die Cast Products actually sent hazardous waste
materials to the Randolph Street Site; the nature, extent and costs of the
ultimate cleanup required by the State of California; the share of that
cleanup which may ultimately be allocated to Die Cast Products and/or the
Company; and the extent to which insurance coverage may be available for
any costs which may eventually be assigned to the Company. Remedial
investigations performed on behalf of the State of California at the
Randolph Street Site have disclosed soil and groundwater contamination.
The Company has recorded a reserve of $1.0 million for this matter, which
is included in the Consolidated Statements of Operations for 1993.
In March, 1993, Everest & Jennings, Inc. ("EJI") received a notice
from the United States Environmental Protection Agency ("EPA") regarding an
organizational meeting of generators with respect to the Casmalia Resources
Hazardous Waste Management Facility ("Casmalia Site") in Santa Barbara
County, California. The EPA alleges that the Casmalia Site is an inactive
hazardous waste treatment, storage and disposal facility which accepted
large volumes of commercial and industrial wastes from 1973 until 1989. In
late 1991, the Casmalia Site owner/operator abandoned efforts to actively
pursue site permitting and closure and is currently conducting only minimal
maintenance activities. The EPA estimates that the Casmalia Site's closure
trust fund, approximately $10 million, is substantially insufficient to
cover cleanup and closure of the site. Since August, 1992, the EPA has
undertaken certain interim stabilization actions to control actual or
threatened releases of hazardous substances at the Casmalia Site. The EPA
is seeking cooperation from generators to assist in the cleaning up, and
closing of, the Casmalia Site. EJI and 64 other entities were invited to
the organizational meeting. The EPA has identified EJI as one of the
larger generators of hazardous wastes transported to the Casmalia Site.
EJI is a member of a manufacturers' group of potentially responsible
parties which has investigated the site and proposed a remediation plan to
the EPA. To reflect EJI's estimated allocation of costs thereunder, a
reserve of $1.0 million has been recorded, which is included in the
Consolidated Statements of Operations for 1993.
In 1989, a patent infringement case was initiated against EJI and
other defendants in the U.S. District Court, Central District of
California. EJI prevailed at trial with a directed verdict of patent
invalidity and non-infringement. The plaintiff filed an appeal with the
U.S. Court of Appeals for the Federal Circuit. On March 31, 1993, the
Court of Appeals vacated the District Court's decision and remanded the
case for trial. Impacting the retrial of this litigation was a re-
examination proceeding before the Board of Patent Appeals with respect to
the subject patent. A ruling was rendered November 23, 1993 sustaining the
claim of the patent which EJI has been charged with infringing. Upon the
issuance of a patent re-examination certificate by the U.S. Patent Office,
it is anticipated that the plaintiff will present a motion to the District
Court for an early retrial of the case. EJI believes that this case is
without merit and intends to contest it vigorously. The ultimate liability
of EJI, if any, cannot be determined at this time.
The Company and its subsidiaries are parties to other lawsuits and
other proceedings arising out of the conduct of its ordinary course of
business, including those relating to product liability and the sale and
distribution of its products. While the results of such lawsuits and other
proceedings cannot be predicted with certainty, management does not expect
that the ultimate liabilities, if any, will have a material adverse effect
on the consolidated financial position or results of operations of the
Company.
NOTE 16 -- SUPPLEMENTARY INCOME STATEMENT INFORMATION
The following items of expense have been charged to cost of sales and
operating expenses of continuing operations in each of the years in the
three year period ended December 31, 1993:
1993 1992 1991
---- ---- ----
Maintenance and repair costs $ 874 $ 763 $935
Advertising costs 1,114 1,822 971
Other expenses not disclosed elsewhere are less than one percent of
the consolidated revenues and, therefore, are not separately reported in
the table above.
NOTE 17 -- QUARTERLY FINANCIAL INFORMATION
The following chart sets forth the highlights of the quarterly
consolidated results of operations in fiscal years 1993 and 1992:
Three Months Ended (Unaudited)
------------------------------
3/31 6/30 9/30 12/31 Year
---- ---- ---- ----- ----
Fiscal year 1993
- ----------------
Revenues $24,752 $23,524 $23,458 $22,725 $94,459
Gross profit 7,303 4,893 5,712 (302) 17,606
Net loss (2,977) (7,837) (5,236) (39,647)(a) (55,697)(a)
Loss per share (.33) (.86) (.57) (4.20) (5.96)
Fiscal year 1992
- -----------------
Revenues $29,713 $30,492 $22,742 $24,168 $107,115
Gross profit 8,345 9,289 5,293 3,265 26,192
Net loss (2,077) (639) (5,461)(b) (10,735)(c) (18,912)
(b,c)
Loss per share (.23) (.07) (.60) (1.17) (2.07)
[FN]
(a) Includes charges of $13 million for the Smith & Davis disposition,
$2.1 million for the consolidation of manufacturing and
distribution facilities, and $9.7 million for MCT in-process R&D.
(b) Includes a $2.5 million restructuring charge for incremental costs
associated with the relocation of manufacturing operations from
California to Missouri in 1992.
(c) Includes an additional $2.7 million restructuring charge for
incremental costs associated with the relocation of manufacturing
operations from California to Missouri in 1992 and approximately
$1.3 million of accrued interest recorded in anticipation of not
being able to reduce the balance of the Bank Loan below $13 million
by March 31, 1993, as subsequently extended to September 30, 1993
(see Note 7 -- Debt).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
This information is being filed as part of the Company's definitive
proxy materials and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
This information is being filed as part of the Company's definitive
proxy materials and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This information is being filed as part of the Company's definitive
proxy materials and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is being filed as part of the Company's definitive
proxy materials and is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements:
The following consolidated financial statements of Everest & Jennings
International Ltd. and subsidiaries are included in this Annual Report
on Form 10-K:
Report of Independent Accountants.
Consolidated Statements of Operations - For each of the years in the
three-year period ended December 31, 1993.
Consolidated Balance Sheets - As of December 31, 1993 and 1992.
Consolidated Statements of Stockholders' Equity (Deficit) - For each
of the years in the three-year period ended December 31, 1993.
Consolidated Statements of Cash Flows - For each of the years in the
three-year period ended December 31, 1993.
Notes to Consolidated Financial Statements.
2. Financial Statement Schedules:
The following Financial Statement Schedules are included in this Annual
Report on Form 10-K.
Report of Independent Accountants on Financial Statement Schedules.
Schedule V - Property, Plant and Equipment.
Schedule VI - Accumulated Depreciation and Amortization of Property,
Plant and Equipment.
Schedule VIII- Valuation and Qualifying Accounts.
Schedule IX - Short-Term Borrowings.
Other schedules are omitted because they are either inapplicable, not
required under the instructions to Annual Report on Form 10-K, or the
required information is included in the Consolidated Financial Statements
and Notes thereto.
(b) Reports on Form 8-K:
None
(c) Exhibits:
2 (a) Exchange Agreement and Plan of Merger, dated as of October 23,
1993, by and among Medical Composite Technology, Inc. ("MCT"),
certain stockholders of MCT, Everest & Jennings International
Ltd., BIL (Far East Holdings) Limited, and MCT Acquisition Corp.,
which was filed as Exhibit 2(a) to Form 8-K filed on January 14,
1994, is hereby incorporated herein by reference.
(b) Plan of Merger, dated as of January 14, 1994, by and between MCT
Acquisition Corp. and Medical Composite Technology, Inc., which
was filed as Exhibit 2(b) to Form 8-K filed on January 14, 1994,
is hereby incorporated herein by reference.
3 (a) Certificate of Incorporation, which was filed as Exhibit 3(a) to
Annual Report on Form 10-K filed on March 27, 1992, is hereby
incorporated herein by reference.
(b) Bylaws, which were filed as Exhibit 3(b) to Annual Report on Form
10-K filed on March 27, 1992, is hereby incorporated herein by
reference.
(c)* Certificate of Amendment of Certificate of Incorporation, dated
January 11, 1994.
10 (a) 1981 Employee Stock Option Plan, which was filed as Appendix I to
the Proxy Statement filed April 7, 1981, is hereby incorporated
herein by reference.
(b) Amendment No. 1 to 1981 Employee Stock Option Plan, effective as
of November 12, 1981, which was filed as Exhibit 10(b) to Annual
Report on Form 10-K filed on March 25, 1988, is hereby
incorporated herein by reference.
(c) Amendment No. 2 to 1981 Employee Stock Option Plan, effective as
of January 7, 1981, which was filed as Exhibit 10(c) to Annual
Report on Form 10-K filed on March 25, 1988, is hereby
incorporated herein by reference.
(d) Amendment No. 3 to 1981 Employee Stock Option Plan, effective as
of January 1, 1987, which was filed as Exhibit 10(d) to Annual
Report on Form 10-K filed on March 25, 1988, is hereby
incorporated herein by reference.
(e) Amendment No. 4 to 1981 Employee Stock Option Plan, effective as
of July 22, 1988, which was filed as Exhibit 10(e) to Annual
Report on Form 10-K dated March 17, 1989, is hereby incorporated
herein by reference.
(f) Retirement Plan for Employees of Everest & Jennings International
Ltd., effective as of January 1, 1981, which was filed as Exhibit
10(e) to Annual Report on Form 10-K filed on March 25, 1988, is
hereby incorporated herein by reference.
(g) Amendment to Retirement Plan for Employees of Everest & Jennings
International Ltd., dated July 6, 1983, which was filed as
Exhibit 10(f) to Annual Report on Form 10-K filed on March 25,
1988, is hereby incorporated herein by reference.
(h) Amendment No. 2 to Retirement Plan for Employees of Everest &
Jennings International Ltd. dated October 14, 1985, which was
filed as Exhibit 10(g) to Annual Report on Form 10-K filed on
March 25, 1988, is hereby incorporated herein by reference.
(j) Amendment No. 3 to Retirement Plan for Employees of Everest &
Jennings International Ltd. dated May 10, 1988, which was filed
as Exhibit 10(i) to Annual Report on Form 10-K dated March 17,
1989, is hereby incorporated herein by reference.
(k) Amendment No. 4 to Retirement Plan for Employees of Everest &
Jennings International Ltd. dated July 22, 1988, which was filed
as Exhibit 10(j) to Annual Report on Form 10-K dated March 17,
1989, is hereby incorporated herein by reference.
(m) Description of Retirement Plan for Non-Employee Directors,
effective June 1, 1987, which was filed as Exhibit 10(h) to
Annual Report on Form 10-K filed on March 25, 1988, is hereby
incorporated herein by reference.
(ab) Agreement of Merger dated as of May 27, 1987 between Everest &
Jennings International and its wholly owned subsidiary, Everest &
Jennings International Ltd., pursuant to which the Company
changed its corporate domicile from California to Delaware, which
was filed as Exhibit 10(t) to Annual Report on Form 10-K filed on
March 25, 1988, is hereby incorporated herein by reference.
(ah) A Promissory Note from Everest & Jennings, Inc. to Industrial
Equity (Pacific) Limited for $3,000,000 dated April 9, 1990, and
Exhibit A to the Promissory Note, which was filed as Exhibit
10(ah) to Annual Report on Form 10-K dated June 11, 1990, is
hereby incorporated herein by reference.
(aj) A Guaranty from Everest & Jennings International Ltd. to
Industrial Equity (Pacific) Limited dated April 9, 1990, which
was filed as Exhibit 10(aj) to Annual Report on Form 10-K dated
June 11, 1990, is hereby incorporated herein by reference.
(ak) A Deed of Trust and Assignment of Rents of certain real property
dated April 9, 1990 executed by Everest & Jennings, Inc. in favor
of Industrial Equity (Pacific) Limited, and a Legal Description
as Exhibit A to the Deed of Trust, which was filed as Exhibit
10(ak) to Annual Report on Form 10-K dated June 11, 1990, is
hereby incorporated herein by reference.
(al) A Guaranty from Everest & Jennings International Ltd. to
Industrial Equity (Pacific) Limited dated June 21, 1990, which
was filed as Exhibit 10(al) to Annual Report on Form 10-K dated
March 27, 1992, is hereby incorporated herein by reference.
(am) The Promissory Note from Everest & Jennings International Ltd. to
Industrial Equity (Pacific) Limited referred to in Exhibit 10(ah)
above, and Exhibit A to the Promissory Note, modified to reflect
a $6,000,000 principal balance due, which was filed as Exhibit
10(am) to Annual Report on Form 10-K dated March 27, 1992, is
hereby incorporated herein by reference.
(an) 1990 Omnibus Stock Incentive Plan of Everest & Jennings
International Ltd. dated November 2, 1990, which was filed as
Exhibit 10(an) to Annual Report on Form 10-K dated March 27,
1992, is hereby incorporated herein by reference.
(ao) Amendment No. 5 to the Retirement Plan for Employees of Everest &
Jennings International Ltd., which was filed as Exhibit 10(ao) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
(ap) Guarantee and Waiver, which was filed as Exhibit 10(ap) to Annual
Report on Form 10-K dated March 27, 1992, is hereby incorporated
herein by reference.
(aq) First Amended and Restated Credit Agreement, which was filed as
Exhibit 10(aq) to Annual Report on Form 10-K dated March 27,
1992, is hereby incorporated herein by reference.
(ar) Amendment No. 1 to First Amended and Restated Credit Agreement,
which was filed as Exhibit 10(ar) to Annual Report on Form 10-K
dated March 27, 1992, is hereby incorporated herein by reference.
(as) Amendment No. 2 to First Amended and Restated Credit Agreement,
which was filed as Exhibit 10(as) to Annual Report on Form 10-K
dated March 27, 1992, is hereby incorporated herein by reference.
(at) Consent Agreement, which was filed as Exhibit 10(at) to Annual
Report on Form 10-K dated March 27, 1992, is hereby incorporated
herein by reference.
(au) Amended and Restated Note in the amount of $31,000,000.00, which
was filed as Exhibit 10(au) to Annual Report on Form 10-K dated
March 27, 1992, is hereby incorporated herein by reference.
(av) Security Agreement, which was filed as Exhibit 10(av) to Annual
Report on Form 10-K dated March 27, 1992, is hereby incorporated
herein by reference.
(aw) Long Form Deed of Trust and Assignment of Rents, which was filed
as Exhibit 10(aw) to Annual Report on Form 10-K dated March 27,
1992, is hereby incorporated herein by reference.
(ax) Environmental Indemnity, which was filed as Exhibit 10(ax) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
(ay) Guaranty Agreement, which was filed as Exhibit 10(ay) to Annual
Report on Form 10-K dated March 27, 1992, is hereby incorporated
herein by reference.
(az) Pledge and Security Agreement, which was filed as Exhibit 10(az)
to Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
(ba) Security Agreement among The Jennings Investment Co., Security
Pacific National Bank and Industrial Equity (Pacific) Limited,
which was filed as Exhibit 10(ba) to Annual Report on Form 10-K
dated March 27, 1992, is hereby incorporated herein by reference.
(bb) Security Agreement among Ortopedia GmbH, Security Pacific
National Bank and Industrial Equity (Pacific) Limited, which was
filed as Exhibit 10(bb) to Annual Report on Form 10-K dated March
27, 1992, is hereby incorporated herein by reference.
(bc) Subordination Agreement regarding Smith & Davis Manufacturing
Co., which was filed as Exhibit 10(bc) to Annual Report on Form
10-K dated March 27, 1992, is hereby incorporated herein by
reference.
(bd) Subordination Agreement regarding Professional Securities
Corporation, which was filed as Exhibit 10(bd) to Annual Report
on Form 10-K dated March 27, 1992, is hereby incorporated herein
by reference.
(be) Subordination Agreement regarding Metal Products Group, which was
filed as Exhibit 10(be) to Annual Report on Form 10-K dated March
27, 1992, is hereby incorporated herein by reference.
(bf) Subordination Agreement regarding Everest & Jennings Canadian
Limited, which was filed as Exhibit 10(bf) to Annual Report on
Form 10-K dated March 27, 1992, is hereby incorporated herein by
reference.
(bg) Subordination Agreement regarding The Jennings Investment Co.,
which was filed as Exhibit 10(bg) to Annual Report on Form 10-K
dated March 27, 1992, is hereby incorporated herein by reference.
(bh) Subordination Agreement regarding Everest & Jennings de Mexico
S.A. de C.V., which was filed as Exhibit 10(bh) to Annual Report
on Form 10-K dated March 27, 1992, is hereby incorporated herein
by reference.
(bi) Debt Restructure Agreement, which was filed as Exhibit 10(bi) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
(bj) Amendment No. 1 to Debt Restructure Agreement, which was filed as
Exhibit 10(bj) to Annual Report on Form 10-K dated March 27,
1992, is hereby incorporated herein by reference.
(bk) Supplement to Debt Restructure Agreement, which was filed as
Exhibit 10(bk) to Annual Report on Form 10-K dated March 27,
1992, is hereby incorporated herein by reference.
(bl) Amended and Restated Promissory Note in the amount of
$6,931,069.00, which was filed as Exhibit 10(bl) to Annual Report
on Form 10-K dated March 27, 1992, is hereby incorporated herein
by reference.
(bm) Amended and Restated 9% Subordinated Convertible Note in the
amount of $9,247,430.00, which was filed as Exhibit 10(bm) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
(bn) Termination Agreement, which was filed as Exhibit 10(bn) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
(bo) Amended and Restated Deed of Trust, which was filed as Exhibit
10(bo) to Annual Report on Form 10-K dated March 27, 1992, is
hereby incorporated herein by reference.
(bp) Guaranty Agreement, which was filed as Exhibit 10(bp) to Annual
Report on Form 10-K dated March 27, 1992, is hereby incorporated
herein by reference.
(bq) Environmental Indemnity, which was filed as Exhibit 10(bq) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
(br) Intercreditor and Subordination Agreement, which was filed as
Exhibit 10(br) to Annual Report on Form 10-K dated March 27,
1992, is hereby incorporated herein by reference.
(bs) Offer and Election Agreement with Dianne J. Jennings, which was
filed as Exhibit 10(bs) to Annual Report on Form 10-K dated March
27, 1992, is hereby incorporated herein by reference.
(bt) Offer and Election Agreement with David D. Jennings, which was
filed as Exhibit 10(bt) to Annual Report on Form 10-K dated March
27, 1992, is hereby incorporated herein by reference.
(bu) Offer and Election Agreement with Elizabeth A. Jennings as
Trustee of the Gerald M. Jennings and Elizabeth A. Jennings
Revocable Survivors Trust, which was filed as Exhibit 10(bu) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
(bv) Offer and Election Agreement with Elizabeth A. Jennings as
Trustee of the Gerald M. Jennings and Elizabeth A. Jennings
Irrevocable Family Trust, which was filed as Exhibit 10(bv) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
(bw) Offer and Election Agreement with Sybil M. Jennings as Trustee of
the Harry and Sybil Jennings Family Residual Trust, which was
filed as Exhibit 10(bw) to Annual Report on Form 10-K dated March
27, 1992, is hereby incorporated herein by reference.
(bx) Offer and Election Agreement with Sybil M. Jennings as Trustee of
the Harry and Sybil Jennings Family Survivors Trust, which was
filed as Exhibit 10(bx) to Annual Report on Form 10-K dated March
27, 1992, is hereby incorporated herein by reference.
(by) Master Agreement (Notarial Deed 422/91 Dr. Staats) consisting of
Shareholders Agreement, Articles of Association, Purchase
Agreement, Option Agreement and Miscellaneous (original German
and English translation), which was filed as Exhibit 10(by) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
(bz) Assignment of Shares (Notarial Deed 426/91 Dr. Staats) (original
German and English translation), which was filed as Exhibit
10(bz) to Annual Report on Form 10-K dated March 27, 1992, is
hereby incorporated herein by reference.
(ca) Cross-Distributorship Agreement, which was filed as Exhibit
10(ca) to Annual Report on Form 10-K dated March 27, 1992, is
hereby incorporated herein by reference.
(cb) Termination Agreement between Everest & Jennings International
Ltd. and Raymond V. Thomas, which was filed as Exhibit 10(cb) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
(cc) Stipulation for Entry of Arbitration Award between Everest &
Jennings International Ltd., BIL (Far East Holdings) Limited and
Whitney A. McFarlin, which was filed as Exhibit 10(cc) to Annual
Report on Form 10-K dated March 27, 1992, is hereby incorporated
herein by reference.
(cd) Settlement Agreement and Release among Everest & Jennings
International Ltd., Barre L. Rorabaugh and James H. Farren, which
was filed as Exhibit 10(cd) to Annual Report on Form 10-K dated
March 27, 1992, is hereby incorporated herein by reference.
(ce) Incentive Stock Option Agreement between Everest & Jennings
International Ltd. and Warren J. Nelson, which was filed as
Exhibit 10(ce) to Annual Report on Form 10-K dated March 27,
1992, is hereby incorporated herein by reference.
(cf) Non-Qualified Stock Option Agreement between Everest & Jennings
International Ltd. and Robert C. Sherburne, which was filed as
Exhibit 10(cf) to Annual Report on Form 10-K dated March 27,
1992, is hereby incorporated herein by reference.
(cg) Incentive Stock Option Agreement between Everest & Jennings
International Ltd. and Barre L. Rorabaugh, which was filed as
Exhibit 10(cg) to Annual Report on Form 10-K dated March 27,
1992, is hereby incorporated herein by reference.
(ch) Incentive Compensation Agreement between The Jennings Investment
Co. and Dr. Eckhard Hundhausen, which was filed as Exhibit 10(ch)
to Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
(ci) Supplement to Geschaftsfuhrungs Contract among Everest & Jennings
International Ltd., Ortopedia GmbH and Dr. Eckhard Hundhausen,
which was filed as Exhibit 10(ci) to Annual Report on Form 10-K
dated March 27, 1992, is hereby incorporated herein by reference.
(cj) $3,000,000 Promissory Note dated April 3, 1992 made by the
Company and payable to BIL previously filed as Exhibit 10(cj) to
the Company's Form 8 Amendment to Application or Report dated May
22, 1992, amending Annual Report on Form 10-K dated March 27,
1992, is hereby incorporated herein by reference.
(ck) $3,000,000 Promissory Note dated May 5, 1992 made by the Company
and payable to BIL, which was filed as Exhibit 10(ck) to
Quarterly Report on Form 10-Q dated August 14, 1992, is hereby
incorporated herein by reference.
(cl) $1,000,000 Promissory Note dated May 19, 1992 made by the Company
and payable to BIL, which was filed as Exhibit 10(cl) to
Quarterly Report on Form 10-Q dated August 14, 1992, is hereby
incorporated herein by reference.
(cm) $1,000,000 Promissory Note dated June 4, 1992 made by the Company
and payable to BIL, which was filed as Exhibit 10(cm) to
Quarterly Report on Form 10-Q dated August 14, 1992, is hereby
incorporated herein by reference.
(cn) $1,000,000 Promissory Note dated June 11, 1992 made by the
Company and payable to BIL, which was filed as Exhibit 10(cn) to
Quarterly Report on Form 10-Q dated August 14, 1992, is hereby
incorporated herein by reference.
(co) $1,000,000 Promissory Note dated June 26, 1992 made by the
Company and payable to BIL, which was filed as Exhibit 10(co) to
Quarterly Report on Form 10-Q dated August 14, 1992, is hereby
incorporated herein by reference.
(cp) $1,000,000 Promissory Note dated July 10, 1992 made by the
Company and payable to BIL, which was filed as Exhibit 10(cp) to
Quarterly Report on Form 10-Q dated August 14, 1992, is hereby
incorporated herein by reference.
(cq) $1,000,000 Promissory Note dated July 16, 1992 made by the
Company and payable to BIL, which was filed as Exhibit 10(cq) to
Quarterly Report on Form 10-Q dated August 14, 1992, is hereby
incorporated herein by reference.
(cr) $1,000,000 Promissory Note dated July 30, 1992 made by the
Company and payable to BIL, which was filed as Exhibit 10(cr) to
Quarterly Report on Form 10-Q dated August 14, 1992, is hereby
incorporated herein by reference.
(cs) $1,000,000 Promissory Note dated August 31, 1992 made by the
Company and payable to BIL, which was filed as Exhibit 10(cs) to
Quarterly Report on Form 10-Q dated November 19, 1992, is hereby
incorporated herein by reference.
(ct) $1,000,000 Promissory Note dated September 4, 1992 made by the
Company and payable to BIL, which was filed as Exhibit 10(ct) to
Quarterly Report on Form 10-Q dated November 19, 1992, is hereby
incorporated herein by reference.
(cu) $2,000,000 Promissory Note dated September 11, 1992 made by the
Company and payable to BIL, which was filed as Exhibit 10(cu) to
Quarterly Report on Form 10-Q dated November 19, 1992, is hereby
incorporated herein by reference.
(cv) $1,000,000 Promissory Note dated October 1, 1992 made by the
Company and payable to BIL, which was filed as Exhibit 10(cv) to
Quarterly Report on Form 10-Q dated November 19, 1992, is hereby
incorporated herein by reference.
(cw) $1,000,000 Promissory Note dated November 4, 1992 made by the
Company and payable to BIL, which was filed as Exhibit 10(cw) to
Quarterly Report on Form 10-Q dated November 19, 1992, is hereby
incorporated herein by reference.
(cx) $1,000,000 Promissory Note dated November 12, 1992 made by the
Company and payable to BIL, which was filed as Exhibit 10(cx) to
Quarterly Report on Form 10-Q dated November 19, 1992, is hereby
incorporated herein by reference.
(cy) Standard Offer, Agreement and Escrow Instructions for Purchase of
Real Estate dated as of June 5, 1992 for the sale of the
corporate headquarters and principal manufacturing facility in
Camarillo, California, which was filed as Exhibit 10(cy) to
Current Report on Form 8-K dated November 19, 1992, is hereby
incorporated herein by reference.
(cz) Amendment to Standard Offer, Agreement and Escrow Instructions
for Purchase of Real Estate dated as of October 8, 1992 and
Exhibits 1 and 2 thereto, which was filed as Exhibit 10(cz) to
Current Report on Form 8-K dated November 19, 1992, is hereby
incorporated herein by reference.
(da) Amendment No. 2 to First Amended and Restated Credit Agreement
between the Company and BIL, dated February 21, 1992 and filed as
Exhibit 10(da) to Annual Report on Form 10-K dated April 9, 1993,
is hereby incorporated herein by reference.
(db) Consent Agreement dated February 21, 1992 between the Company and
BIL and filed as Exhibit 10(db) to Annual Report on Form 10-K
dated April 9, 1993, is hereby incorporated herein by reference.
(dc) Termination Agreement dated July 31, 1992 between the Company and
Warren J. Nelson and filed as Exhibit 10(dc) to Annual Report on
Form 10-K dated April 9, 1993, is hereby incorporated herein by
reference.
(dd) Revolving Credit Agreement dated September 30, 1992 between
Everest & Jennings, Inc. and The Hongkong and Shanghai Banking
Corporation Limited and filed as Exhibit 10(dd) to Annual Report
on Form 10-K dated April 9, 1993, is hereby incorporated herein
by reference.
(de) Purchase and Sale Agreement, Ortopedia Holding GmbH, dated
November 20, 1992 and filed as Exhibit 10(de) to Annual Report on
Form 10-K dated April 9, 1993, is hereby incorporated herein by
reference.
(df) $1,500,000 Promissory Note dated December 7, 1992 made by the
Company and payable to BIL and filed as Exhibit 10(df) to Annual
Report on Form 10-K dated April 9, 1993, is hereby incorporated
herein by reference.
(dg) $1,000,000 Promissory Note dated December 22, 1992 made by the
Company and payable to BIL and filed as Exhibit 10(dg) to Annual
Report on Form 10-K dated April 9, 1993, is hereby incorporated
herein by reference.
(dh) $1,500,000 Promissory Note dated December 30, 1992 made by the
Company and payable to BIL and filed as Exhibit 10(dh) to Annual
Report on Form 10-K dated April 9, 1993, is hereby incorporated
herein by reference.
(di) $1,000,000 Promissory Note dated January 8, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(di) to Annual
Report on Form 10-K dated April 9, 1993, is hereby incorporated
herein by reference.
(dj) $2,000,000 Promissory Note dated January 13, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(dj) to Annual
Report on Form 10-K dated April 9, 1993, is hereby incorporated
herein by reference.
(dk) $2,000,000 Promissory Note dated January 21, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(dk) to Annual
Report on Form 10-K dated April 9, 1993, is hereby incorporated
herein by reference.
(dl) $2,000,000 Promissory Note dated January 28, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(dl) to Annual
Report on Form 10-K dated April 9, 1993, is hereby incorporated
herein by reference.
(dm) $1,000,000 Promissory Note dated January 29, 1993 made by Smith &
Davis Manufacturing Company to BIL, amending original Note dated
December 23, 1992 and filed as Exhibit 10(dm) to Annual Report on
Form 10-K dated April 9, 1993, is hereby incorporated herein by
reference.
(dn) First Amendment to Accounts Financing Agreement (Security
Agreement) dated January 29, 1993 between Smith & Davis
Manufacturing Company and Congress Financial Corporation and
filed as Exhibit 10(dn) to Annual Report on Form 10-K dated April
9, 1993, is hereby incorporated herein by reference.
(do) Promissory Note dated January 29, 1993 between the Company and
the Retirement Plan for Employees of Everest & Jennings
International Ltd. and filed as Exhibit 10(do) to Annual Report
on Form 10-K dated April 9, 1993, is hereby incorporated herein
by reference.
(dp) First Amendment dated February 5, 1993 to Revolving Credit
Agreement between Everest & Jennings, Inc. and The Hongkong and
Shanghai Banking Corporation Limited and filed as Exhibit 10(dp)
to Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
(dq) $2,251,198.58 Promissory Note dated February 8, 1993 made by the
Company and payable to Heritage Pullman Bank & Trust and filed as
Exhibit 10(dq) to Annual Report on Form 10-K dated April 9, 1993,
is hereby incorporated herein by reference.
(dr) $1,000,000 Promissory Note dated February 11, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(dr) to Annual
Report on Form 10-K dated April 9, 1993, is hereby incorporated
herein by reference.
(ds) $1,000,000 Promissory Note dated February 23, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(ds) to Annual
Report on Form 10-K dated April 9, 1993, is hereby incorporated
herein by reference.
(dt) $1,000,000 Promissory Note dated March 2, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(dt) to Annual
Report on Form 10-K dated April 9, 1993, is hereby incorporated
herein by reference.
(du) $1,000,000 Promissory Note dated March 11, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(du) to Annual
Report on Form 10-K dated April 9, 1993, is hereby incorporated
herein by reference.
(dv) $1,000,000 Promissory Note dated March 22, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(dv) to Annual
Report on Form 10-K dated April 9, 1993, is hereby incorporated
herein by reference.
(dw) Second Amendment dated March 30, 1993 to Revolving Credit
Agreement between Everest & Jennings, Inc. and The Hongkong and
Shanghai Banking Corporation Limited and filed as Exhibit 10(dw)
to Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
(dx) $2,000,000 Promissory Note dated March 31, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(dx) to Annual
Report on Form 10-K dated April 9, 1993, is hereby incorporated
herein by reference.
(dy) Amendment No. 1 to Promissory Notes, dated March 29, 1993 and
filed as Exhibit 10(dy) to Annual Report on Form 10-K dated April
9, 1993, is hereby incorporated herein by reference.
(dz) Amendment No. 1 to Amended and Restated Promissory Note, dated
March 29, 1993 and filed as Exhibit 10(dz) to Annual Report on
Form 10-K dated April 9, 1993, is hereby incorporated herein by
reference.
(ea) Amendment No. 3 to First Amended and Restated Credit Agreement,
dated March 29, 1993 and filed as Exhibit 10(ea) to Annual Report
on Form 10-K dated April 9, 1993, is hereby incorporated herein
by reference.
(eb) $1,300,000 Promissory Note dated April 13, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(eb) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
March 31, 1993, is hereby incorporated herein by reference.
(ec) $1,000,000 Promissory Note dated April 22, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(ec) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
March 31, 1993, is hereby incorporated herein by reference.
(ed) $3,500,000 Promissory Note dated April 30, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(ed) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
March 31, 1993, is hereby incorporated herein by reference.
(ee) Equipment Purchase Agreement dated April 9, 1993 by and between
the Company and Sentry Financial Corporation, filed as Exhibit
10(ee) to Quarterly Report on Form 10-Q for the Quarterly Period
Ended June 30, 1993, is hereby incorporated herein by reference.
(ef) Master Lease dated April 9, 1993 by and between the Company and
Steego Corporation, filed as Exhibit 10(ef) to Quarterly Report
on Form 10-Q for the Quarterly Period Ended June 30, 1993, is
hereby incorporated herein by reference.
(eg) $1,000,000 Promissory Note dated May 28, 1993 made by the Company
and payable to BIL, filed as Exhibit 10(eg) to Quarterly Report
on Form 10-Q for the Quarterly Period Ended June 30, 1993, is
hereby incorporated herein by reference.
(eh) $1,000,000 Promissory Note dated June 14, 1993 made by the
Company and payable to BIL, filed as Exhibit 10(eh) to Quarterly
Report on Form 10-Q for the Quarterly Period Ended June 30, 1993,
is hereby incorporated herein by reference.
(ei) $500,000 Promissory Note dated June 22, 1993 made by the Company
and payable to BIL, filed as Exhibit 10(ei) to Quarterly Report
on Form 10-Q for the Quarterly Period Ended June 30, 1993, is
hereby incorporated herein by reference.
(ej) Amendment No. 2 to Promissory Notes, dated June 30, 1993, filed
as Exhibit 10(ej) to Quarterly Report on Form 10-Q for the
Quarterly Period Ended June 30, 1993, is hereby incorporated
herein by reference.
(ek) Amendment No. 2 to Amended and Restated Promissory Note, dated
June 30, 1993, filed as Exhibit 10(ek) to Quarterly Report on
Form 10-Q for the Quarterly Period Ended June 30, 1993, is hereby
incorporated herein by reference.
(el) Amendment No. 4 to First Amended and Restated Credit Agreement,
dated June 30, 1993, filed as Exhibit 10(el) to Quarterly Report
on Form 10-Q for the Quarterly Period Ended June 30, 1993, is
hereby incorporated herein by reference.
(em) $1,500,000 Promissory Note dated July 1, 1993 made by the Company
and payable to BIL, filed as Exhibit 10(em) to Quarterly Report
on Form 10-Q for the Quarterly Period Ended June 30, 1993, is
hereby incorporated herein by reference.
(en) $2,500,000 Promissory Note dated July 14, 1993 made by the
Company and payable to BIL, filed as Exhibit 10(en) to Quarterly
Report on Form 10-Q for the Quarterly Period Ended June 30, 1993,
is hereby incorporated herein by reference.
(eo) $1,000,000 Promissory Note dated August 18, 1993 made by the
Company and payable to BIL, filed as Exhibit 10(eo) to Quarterly
Report on Form 10-Q for the Quarterly Period Ended September 30,
1993, is hereby incorporated herein by reference.
(ep) $2,000,000 Promissory Note dated August 30, 1993 made by the
Company and payable to BIL, filed as Exhibit 10(ep) to Quarterly
Report on Form 10-Q for the Quarterly Period Ended September 30,
1993, is hereby incorporated herein by reference.
(eq) $1,800,000 Promissory Note dated September 21, 1993 made by the
Company and payable to BIL, filed as Exhibit 10(eq) to Quarterly
Report on Form 10-Q for the Quarterly Period Ended September 30,
1993, is hereby incorporated herein by reference.
(er) Third Amendment to Revolving Credit Agreement dated September 30,
1993 by and between E&J Inc. and The Hongkong and Shanghai
Banking Corporation Limited, filed as Exhibit 10(er) to Quarterly
Report on Form 10-Q for the Quarterly Period Ended September 30,
1993, is hereby incorporated herein by reference.
(es) Debt Conversion Agreement dated September 30, 1993 by and among
the Company, E&J Inc., BIL and the Jennings Investment Co, filed
as Exhibit 10(es) to Quarterly Report on Form 10-Q for the
Quarterly Period Ended September 30, 1993, is hereby incorporated
herein by reference.
(et) Convertible Promissory Note -- Common Stock dated September 30,
1993, filed as Exhibit 10(et) to Quarterly Report on Form 10-Q
for the Quarterly Period Ended September 30, 1993, is hereby
incorporated herein by reference.
(eu) Convertible Promissory Note -- Preferred Stock dated September
30, 1993, filed as Exhibit 10(eu) to Quarterly Report on Form 10-
Q for the Quarterly Period Ended September 30, 1993, is hereby
incorporated herein by reference.
(ev) Revolving Promissory Note dated September 30, 1993 made by the
Company and E&J Inc. and payable to BIL, filed as Exhibit 10(ev)
to Quarterly Report on Form 10-Q for the Quarterly Period Ended
September 30, 1993, is hereby incorporated herein by reference.
(ew) Security Agreement dated September 30, 1993 by and among the
Company, E&J Inc. and BIL, filed as Exhibit 10(ew) to Quarterly
Report on Form 10-Q for the Quarterly Period Ended September 30,
1993, is hereby incorporated herein by reference.
(ex) Registration Rights Agreement dated September 30, 1993 by and
between the Company and BIL, filed as Exhibit 10(ex) to Quarterly
Report on Form 10-Q for the Quarterly Period Ended September 30,
1993, is hereby incorporated herein by reference.
(ey) Fourth Amendment to Revolving Credit Agreement dated October 8,
1993 by and between E&J Inc. and The Hongkong and Shanghai
Banking Corporation Limited, filed as Exhibit 10(ey) to Quarterly
Report on Form 10-Q for the Quarterly Period Ended September 30,
1993, is hereby incorporated herein by reference.
18 Letter Re Change in Accounting Principles, filed as Exhibit 18 to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
22* Subsidiaries of the Registrant.
24 (a) Consent of Deloitte & Touche dated April 4, 1991 with respect to
S-8 Registration Statement, filed as Exhibit 24 to Annual Report
on Form 10-K dated April 11, 1991, is hereby incorporated herein
by reference.
(b) Consent of Deloitte & Touche with respect to S-8 Registration
Statement filed as Exhibit 24(a) to Annual Report on Form 10-K
dated March 27, 1992, is hereby incorporated herein by reference.
(c) Consent of Price Waterhouse with respect to S-8 Registration
Statement, filed as Exhibit 24(b) to Annual Report on Form 10-K
dated March 27, 1992, is hereby incorporated herein by reference.
(d) Consent of Deloitte & Touche dated April 13, 1993 with respect to
S-8 Registration Statement, filed as Exhibit 24(d) to Quarterly
Report on Form 10-Q for the Quarterly Period Ended September 30,
1993, is hereby incorporated herein by reference.
(e) Consent of Price Waterhouse dated April 14, 1993 with respect to
S-8 Registration Statement, filed as Exhibit 24(e) to Quarterly
Report on Form 10-Q for the Quarterly Period Ended September 30,
1993, is hereby incorporated herein by reference.
(f)* Consent of Price Waterhouse dated March 30, 1994 with respect to
S-8 Registration Statement.
* Filed herewith in this Annual Report on Form 10-K
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
EVEREST & JENNINGS INTERNATIONAL LTD.
(Registrant)
Date: March 30, 1994 By (JOSEPH A. NEWCOMB)
Joseph A. Newcomb
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
(ROBERT G. SUTHERLAND) Chairman of the Board March 30, 1994
Robert G. Sutherland
(BEVIL J. HOGG) President & CEO, DirectorMarch 30, 1994
Bevil J. Hogg
(RODNEY F. PRICE) Director March 30, 1994
Rodney F. Price
(B.D. HUNTER) Director March 30, 1994
B.D. Hunter
(CHARLES D. YIE) Director March 30, 1994
Charles D. Yie
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To The Board of Directors and Stockholders
of Everest & Jennings International Ltd.
Our audits of the consolidated financial statements referred to in our
report dated March 21, 1994 appearing on page 25 of this Annual Report on
Form 10-K, which report includes explanatory paragraphs describing
uncertainties with respect to the Company's ability to continue as a going
concern and the outcome of litigation, also included audits of the
Financial Statement Schedules for the three years ended December 31, 1993
listed in Item 14 (a) of this Form 10-K. In our opinion, these Financial
Statement Schedules present fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.
(PRICE WATERHOUSE)
PRICE WATERHOUSE
St. Louis, Missouri
March 21, 1994
<PAGE>
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
(in thousands)
For the Balance at Transfers Balance at
Year Beginning Additions Retirements and End of
Ended of Period at Cost and Sales Other Period
----------- --------- ------- --------- ------- --------
December 31, 1993:
Land $ 442 $ 35 $ -- $ (327) $ 150
Buildings &
improvements 6,677 145 -- (3,225) 3,597
Machinery &
equipment 16,112 329(a) (2,135)(b) (4,857) 12,410
------- ------ ------- ------- -------
$23,231 $3,470 $(2,135) $(8,409)(c) $16,157
December 31, 1992:
Land $ 454 $ -- $ -- $ (12) $ 442
Buildings &
improvements 4,081 2,760 (62) (102) 6,677
Machinery &
equipment 36,938 604 (21,119)(d) (311) 16,112
------- ------ ------- ------- -------
$41,473 $3,364 $(21,181) $(425) $23,231
December 31, 1991:
Land $ 680 $ 123 $ (346) $ (3) $ 454
Buildings &
improvements 5,749 130 (1,478) (320) 4,081
Machinery &
equipment 40,560 1,137 (4,783) 24 36,938
------- ------ ------- ------- -------
$46,989 $1,390 $(6,607) $(299) $41,473
[FN]
(a) Includes $2,465 related to capital leases for new computer and
phone systems.
(b) Includes $2,033 for the disposal of property under capital lease
located at the Company's former Camarillo, California facility.
(c) Includes $322, $3,191 and $4,734 for Land, Building & improvements
and Machinery & equipment, respectively, which has been
reclassified to Assets Held for Sale.
(d) Includes the retirement of $19,873 of fully-depreciated machinery
and equipment at the Camarillo, California corporate headquarters
and manufacturing facility.
<PAGE>
SCHEDULE VI - ACCUMULATED DEPRECIATION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
(in thousands)
Additions
For the Balance at Charged to Transfers Balance at
Year Beginning Costs and Retirements and End of
Ended of Period at Cost and Sales Other Period
----------- --------- ------- --------- ------- --------
December 31, 1993:
Buildings &
improvements $783 $735 $-- $(786) $732
Machinery &
equipment 11,065 1,189 (2,077)(a) (1,804) 8,373
------- ------ ------- ------- -------
$11,848 $1,924 $(2,077) $(2,590)(b) $9,105
December 31, 1992:
Buildings &
improvements $758 $136 $(62) $(49) $783
Machinery &
equipment 31,336 1,601 (20,726)(c) (1,146) 11,065
------- ------ ------- ------- -------
$32,094 $1,737 $(20,788) $(1,195) $11,848
December 31, 1991:
Building &
improvements $2,188 $607 $(203) $(1,834) $758
Machinery &
equipment 25,500 8,699 (3,738) 875 31,336
------- ------ ------- ------- -------
$27,688 $9,306 $(3,941) $(959) $32,094
[FN]
(a) Includes $2,033 for the disposal of property under capital lease
located at the Company's former Camarillo, California facility.
(b) Includes $765 and $1,728 for Buildings & improvements and
Machinery & equipment, respectively, which has been reclassified
to Assets Held for Sale.
(c) Includes the retirement of $19,873 of fully-depreciated machinery
and equipment at the Camarillo, California corporate headquarters
and manufacturing facility.
<PAGE>
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Charged
Balance at to Costs Balance
Beginning and at End of
For the Year Ended of Period Expenses Deductions Period
- ------------------ --------- -------- ---------- --------
December 31, 1993:
Allowance for doubtful
accounts $3,505 $1,515 $3,514(a) $1,506
Accrued restructuring
expenses 6,047 5,074(b) 4,829 6,292
December 31, 1992:
Allowance for doubtful
accounts $ 6,658 $ 04 $3,357 $ 3,505
Accrued restructuring
expenses 14,095 1,871(b) 9,919 6,047
December 31, 1991:
Allowance for doubtful
accounts $ 6,588 $ 1,192 $1,122 $ 6,658
Accrued restructuring
expenses 10,999 12,222(b) 9,126 14,095
[FN]
(a) This amount relates to the accounts of Smith & Davis which have been
reclassified as Assets Held for Sale.
(b) Does not include $10,030, $2,079 and $6,307 of restructuring
expense charged to other balance sheet accounts for 1993, 1992 and
1991, respectively.
<PAGE>
SCHEDULE IX -- SHORT-TERM BORROWINGS
(in thousands)
Weighted Weighted
Weighted Maximum Average Average
Average Amount Amount Interest
For the Balance Interest Outstanding Outstanding Rate
Year at End Rate at End During During During
Ended of Period of Period Period Period Period
(a) (b)
----------- --------- ------- --------- ------- --------
December 31, 1993:
Notes payable to
banks and
other lending
institutions $18,826 6.55% $24,466 $22,014 5.95%
December 31, 1992:
Notes payable to
banks and
other lending
institutions $24,275 7.11% $24,486 $14,848 9.54%
December 31, 1991:
Notes payable to
banks and
other lending
institutions $12,215 11.95% $11,621 $ 9,449 14.39%
[FN]
(a) Weighted average amount outstanding during period is computed by
using month-end balances.
(b) Weighted average interest rate during the period is computed by
using monthly interest rates.
INDEX TO EXHIBITS
Page
56 2 (a) Exchange Agreement and Plan of Merger, dated as of
October 23, 1993, by and among Medical Composite Technology,
Inc. ("MCT"), certain stockholders of MCT, Everest &
Jennings International Ltd., BIL (Far East Holdings)
Limited, and MCT Acquisition Corp., which was filed as
Exhibit 2(a) to Form 8-K filed on January 14, 1994, is
hereby incorporated herein by reference.
56 (b) Plan of Merger, dated as of January 14, 1994, by and between
MCT Acquisition Corp. and Medical Composite Technology,
Inc., which was filed as Exhibit 2(b) to Form 8-K filed on
January 14, 1994, is hereby incorporated herein by
reference.
56 3 (a) Certificate of Incorporation, which was filed as
Exhibit 3(a) to Annual Report on Form 10-K filed on March
27, 1992, is hereby incorporated herein by reference.
56 (b) Bylaws, which were filed as Exhibit 3(b) to Annual Report on
Form 10-K filed on March 27, 1992, is hereby incorporated
herein by reference.
86 (c)* Certificate of Amendment of Certificate of Incorporation,
dated January 11, 1994.
56 10 (a) 1981 Employee Stock Option Plan, which was filed as Appendix
I to the Proxy Statement filed April 7, 1981, is hereby
incorporated herein by reference.
56 (b) Amendment No. 1 to 1981 Employee Stock Option Plan,
effective as of November 12, 1981, which was filed as
Exhibit 10(b) to Annual Report on Form 10-K filed on March
25, 1988, is hereby incorporated herein by reference.
56 (c) Amendment No. 2 to 1981 Employee Stock Option Plan,
effective as of January 7, 1981, which was filed as Exhibit
10(c) to Annual Report on Form 10-K filed on March 25, 1988,
is hereby incorporated herein by reference.
56 (d) Amendment No. 3 to 1981 Employee Stock Option Plan,
effective as of January 1, 1987, which was filed as Exhibit
10(d) to Annual Report on Form 10-K filed on March 25, 1988,
is hereby incorporated herein by reference.
56 (e) Amendment No. 4 to 1981 Employee Stock Option Plan,
effective as of July 22, 1988, which was filed as Exhibit
10(e) to Annual Report on Form 10-K dated March 17, 1989, is
hereby incorporated herein by reference.
56 (f) Retirement Plan for Employees of Everest & Jennings
International Ltd., effective as of January 1, 1981, which
was filed as Exhibit 10(e) to Annual Report on Form 10-K
filed on March 25, 1988, is hereby incorporated herein by
reference.
56 (g) Amendment to Retirement Plan for Employees of Everest &
Jennings International Ltd., dated July 6, 1983, which was
filed as Exhibit 10(f) to Annual Report on Form 10-K filed
on March 25, 1988, is hereby incorporated herein by
reference.
57 (h) Amendment No. 2 to Retirement Plan for Employees of Everest
& Jennings International Ltd. dated October 14, 1985, which
was filed as Exhibit 10(g) to Annual Report on Form 10-K
filed on March 25, 1988, is hereby incorporated herein by
reference.
57 (j) Amendment No. 3 to Retirement Plan for Employees of Everest
& Jennings International Ltd. dated May 10, 1988, which was
filed as Exhibit 10(i) to Annual Report on Form 10-K dated
March 17, 1989, is hereby incorporated herein by reference.
57 (k) Amendment No. 4 to Retirement Plan for Employees of Everest
& Jennings International Ltd. dated July 22, 1988, which was
filed as Exhibit 10(j) to Annual Report on Form 10-K dated
March 17, 1989, is hereby incorporated herein by reference.
57 (m) Description of Retirement Plan for Non-Employee Directors,
effective June 1, 1987, which was filed as Exhibit 10(h) to
Annual Report on Form 10-K filed on March 25, 1988, is
hereby incorporated herein by reference.
57 (ab) Agreement of Merger dated as of May 27, 1987 between Everest
& Jennings International and its wholly owned subsidiary,
Everest & Jennings International Ltd., pursuant to which the
Company changed its corporate domicile from California to
Delaware, which was filed as Exhibit 10(t) to Annual Report
on Form 10-K filed on March 25, 1988, is hereby incorporated
herein by reference.
57 (ah) A Promissory Note from Everest & Jennings, Inc. to
Industrial Equity (Pacific) Limited for $3,000,000 dated
April 9, 1990, and Exhibit A to the Promissory Note, which
was filed as Exhibit 10(ah) to Annual Report on Form 10-K
dated June 11, 1990, is hereby incorporated herein by
reference.
57 (aj) A Guaranty from Everest & Jennings International Ltd. to
Industrial Equity (Pacific) Limited dated April 9, 1990,
which was filed as Exhibit 10(aj) to Annual Report on Form
10-K dated June 11, 1990, is hereby incorporated herein by
reference.
57 (ak) A Deed of Trust and Assignment of Rents of certain real
property dated April 9, 1990 executed by Everest & Jennings,
Inc. in favor of Industrial Equity (Pacific) Limited, and a
Legal Description as Exhibit A to the Deed of Trust, which
was filed as Exhibit 10(ak) to Annual Report on Form 10-K
dated June 11, 1990, is hereby incorporated herein by
reference.
57 (al) A Guaranty from Everest & Jennings International Ltd. to
Industrial Equity (Pacific) Limited dated June 21, 1990,
which was filed as Exhibit 10(al) to Annual Report on Form
10-K dated March 27, 1992, is hereby incorporated herein by
reference.
57 (am) The Promissory Note from Everest & Jennings International
Ltd. to Industrial Equity (Pacific) Limited referred to in
Exhibit 10(ah) above, and Exhibit A to the Promissory Note,
modified to reflect a $6,000,000 principal balance due,
which was filed as Exhibit 10(am) to Annual Report on Form
10-K dated March 27, 1992, is hereby incorporated herein by
reference.
57 (an) 1990 Omnibus Stock Incentive Plan of Everest & Jennings
International Ltd. dated November 2, 1990, which was filed
as Exhibit 10(an) to Annual Report on Form 10-K dated March
27, 1992, is hereby incorporated herein by reference.
57 (ao) Amendment No. 5 to the Retirement Plan for Employees of
Everest & Jennings International Ltd., which was filed as
Exhibit 10(ao) to Annual Report on Form 10-K dated March 27,
1992, is hereby incorporated herein by reference.
58 (ap) Guarantee and Waiver, which was filed as Exhibit 10(ap) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
58 (aq) First Amended and Restated Credit Agreement, which was filed
as Exhibit 10(aq) to Annual Report on Form 10-K dated March
27, 1992, is hereby incorporated herein by reference.
58 (ar) Amendment No. 1 to First Amended and Restated Credit
Agreement, which was filed as Exhibit 10(ar) to Annual
Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
58 (as) Amendment No. 2 to First Amended and Restated Credit
Agreement, which was filed as Exhibit 10(as) to Annual
Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
58 (at) Consent Agreement, which was filed as Exhibit 10(at) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
58 (au) Amended and Restated Note in the amount of $31,000,000.00,
which was filed as Exhibit 10(au) to Annual Report on Form
10-K dated March 27, 1992, is hereby incorporated herein by
reference.
58 (av) Security Agreement, which was filed as Exhibit 10(av) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
58 (aw) Long Form Deed of Trust and Assignment of Rents, which was
filed as Exhibit 10(aw) to Annual Report on Form 10-K dated
March 27, 1992, is hereby incorporated herein by reference.
58 (ax) Environmental Indemnity, which was filed as Exhibit 10(ax)
to Annual Report on Form 10-K dated March 27, 1992, is
hereby incorporated herein by reference.
58 (ay) Guaranty Agreement, which was filed as Exhibit 10(ay) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
58 (az) Pledge and Security Agreement, which was filed as Exhibit
10(az) to Annual Report on Form 10-K dated March 27, 1992,
is hereby incorporated herein by reference.
58 (ba) Security Agreement among The Jennings Investment Co.,
Security Pacific National Bank and Industrial Equity
(Pacific) Limited, which was filed as Exhibit 10(ba) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
58 (bb) Security Agreement among Ortopedia GmbH, Security Pacific
National Bank and Industrial Equity (Pacific) Limited, which
was filed as Exhibit 10(bb) to Annual Report on Form 10-K
dated March 27, 1992, is hereby incorporated herein by
reference.
58 (bc) Subordination Agreement regarding Smith & Davis
Manufacturing Co., which was filed as Exhibit 10(bc) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
58 (bd) Subordination Agreement regarding Professional Securities
Corporation, which was filed as Exhibit 10(bd) to Annual
Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
59 (be) Subordination Agreement regarding Metal Products Group,
which was filed as Exhibit 10(be) to Annual Report on Form
10-K dated March 27, 1992, is hereby incorporated herein by
reference.
59 (bf) Subordination Agreement regarding Everest & Jennings
Canadian Limited, which was filed as Exhibit 10(bf) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
59 (bg) Subordination Agreement regarding The Jennings Investment
Co., which was filed as Exhibit 10(bg) to Annual Report on
Form 10-K dated March 27, 1992, is hereby incorporated
herein by reference.
59 (bh) Subordination Agreement regarding Everest & Jennings de
Mexico S.A. de C.V., which was filed as Exhibit 10(bh) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
59 (bi) Debt Restructure Agreement, which was filed as Exhibit
10(bi) to Annual Report on Form 10-K dated March 27, 1992,
is hereby incorporated herein by reference.
59 (bj) Amendment No. 1 to Debt Restructure Agreement, which was
filed as Exhibit 10(bj) to Annual Report on Form 10-K dated
March 27, 1992, is hereby incorporated herein by reference.
59 (bk) Supplement to Debt Restructure Agreement, which was filed as
Exhibit 10(bk) to Annual Report on Form 10-K dated March 27,
1992, is hereby incorporated herein by reference.
59 (bl) Amended and Restated Promissory Note in the amount of
$6,931,069.00, which was filed as Exhibit 10(bl) to Annual
Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
59 (bm) Amended and Restated 9% Subordinated Convertible Note in the
amount of $9,247,430.00, which was filed as Exhibit 10(bm)
to Annual Report on Form 10-K dated March 27, 1992, is
hereby incorporated herein by reference.
59 (bn) Termination Agreement, which was filed as Exhibit 10(bn) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
59 (bo) Amended and Restated Deed of Trust, which was filed as
Exhibit 10(bo) to Annual Report on Form 10-K dated March 27,
1992, is hereby incorporated herein by reference.
59 (bp) Guaranty Agreement, which was filed as Exhibit 10(bp) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
59 (bq) Environmental Indemnity, which was filed as Exhibit 10(bq)
to Annual Report on Form 10-K dated March 27, 1992, is
hereby incorporated herein by reference.
59 (br) Intercreditor and Subordination Agreement, which was filed
as Exhibit 10(br) to Annual Report on Form 10-K dated March
27, 1992, is hereby incorporated herein by reference.
59 (bs) Offer and Election Agreement with Dianne J. Jennings, which
was filed as Exhibit 10(bs) to Annual Report on Form 10-K
dated March 27, 1992, is hereby incorporated herein by
reference.
60 (bt) Offer and Election Agreement with David D. Jennings, which
was filed as Exhibit 10(bt) to Annual Report on Form 10-K
dated March 27, 1992, is hereby incorporated herein by
reference.
60 (bu) Offer and Election Agreement with Elizabeth A. Jennings as
Trustee of the Gerald M. Jennings and Elizabeth A. Jennings
Revocable Survivors Trust, which was filed as Exhibit 10(bu)
to Annual Report on Form 10-K dated March 27, 1992, is
hereby incorporated herein by reference.
60 (bv) Offer and Election Agreement with Elizabeth A. Jennings as
Trustee of the Gerald M. Jennings and Elizabeth A. Jennings
Irrevocable Family Trust, which was filed as Exhibit 10(bv)
to Annual Report on Form 10-K dated March 27, 1992, is
hereby incorporated herein by reference.
60 (bw) Offer and Election Agreement with Sybil M. Jennings as
Trustee of the Harry and Sybil Jennings Family Residual
Trust, which was filed as Exhibit 10(bw) to Annual Report on
Form 10-K dated March 27, 1992, is hereby incorporated
herein by reference.
60 (bx) Offer and Election Agreement with Sybil M. Jennings as
Trustee of the Harry and Sybil Jennings Family Survivors
Trust, which was filed as Exhibit 10(bx) to Annual Report on
Form 10-K dated March 27, 1992, is hereby incorporated
herein by reference.
60 (by) Master Agreement (Notarial Deed 422/91 Dr. Staats)
consisting of Shareholders Agreement, Articles of
Association, Purchase Agreement, Option Agreement and
Miscellaneous (original German and English translation),
which was filed as Exhibit 10(by) to Annual Report on Form
10-K dated March 27, 1992, is hereby incorporated herein by
reference.
60 (bz) Assignment of Shares (Notarial Deed 426/91 Dr. Staats)
(original German and English translation), which was filed
as Exhibit 10(bz) to Annual Report on Form 10-K dated March
27, 1992, is hereby incorporated herein by reference.
60 (ca) Cross-Distributorship Agreement, which was filed as Exhibit
10(ca) to Annual Report on Form 10-K dated March 27, 1992,
is hereby incorporated herein by reference.
60 (cb) Termination Agreement between Everest & Jennings
International Ltd. and Raymond V. Thomas, which was filed as
Exhibit 10(cb) to Annual Report on Form 10-K dated March 27,
1992, is hereby incorporated herein by reference.
60 (cc) Stipulation for Entry of Arbitration Award between Everest &
Jennings International Ltd., BIL (Far East Holdings) Limited
and Whitney A. McFarlin, which was filed as Exhibit 10(cc)
to Annual Report on Form 10-K dated March 27, 1992, is
hereby incorporated herein by reference.
60 (cd) Settlement Agreement and Release among Everest & Jennings
International Ltd., Barre L. Rorabaugh and James H. Farren,
which was filed as Exhibit 10(cd) to Annual Report on Form
10-K dated March 27, 1992, is hereby incorporated herein by
reference.
60 (ce) Incentive Stock Option Agreement between Everest & Jennings
International Ltd. and Warren J. Nelson, which was filed as
Exhibit 10(ce) to Annual Report on Form 10-K dated March 27,
1992, is hereby incorporated herein by reference.
60 (cf) Non-Qualified Stock Option Agreement between Everest &
Jennings International Ltd. and Robert C. Sherburne, which
was filed as Exhibit 10(cf) to Annual Report on Form 10-K
dated March 27, 1992, is hereby incorporated herein by
reference.
61 (cg) Incentive Stock Option Agreement between Everest & Jennings
International Ltd. and Barre L. Rorabaugh, which was filed
as Exhibit 10(cg) to Annual Report on Form 10-K dated March
27, 1992, is hereby incorporated herein by reference.
61 (ch) Incentive Compensation Agreement between The Jennings
Investment Co. and Dr. Eckhard Hundhausen, which was filed
as Exhibit 10(ch) to Annual Report on Form 10-K dated March
27, 1992, is hereby incorporated herein by reference.
61 (ci) Supplement to Geschaftsfuhrungs Contract among Everest &
Jennings International Ltd., Ortopedia GmbH and Dr. Eckhard
Hundhausen, which was filed as Exhibit 10(ci) to Annual
Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
61 (cj) $3,000,000 Promissory Note dated April 3, 1992 made by the
Company and payable to BIL previously filed as Exhibit
10(cj) to the Company's Form 8 Amendment to Application or
Report dated May 22, 1992, amending Annual Report on Form
10-K dated March 27, 1992, is hereby incorporated herein by
reference.
61 (ck) $3,000,000 Promissory Note dated May 5, 1992 made by the
Company and payable to BIL, which was filed as Exhibit
10(ck) to Quarterly Report on Form 10-Q dated August 14,
1992, is hereby incorporated herein by reference.
61 (cl) $1,000,000 Promissory Note dated May 19, 1992 made by the
Company and payable to BIL, which was filed as Exhibit
10(cl) to Quarterly Report on Form 10-Q dated August 14,
1992, is hereby incorporated herein by reference.
61 (cm) $1,000,000 Promissory Note dated June 4, 1992 made by the
Company and payable to BIL, which was filed as Exhibit
10(cm) to Quarterly Report on Form 10-Q dated August 14,
1992, is hereby incorporated herein by reference.
61 (cn) $1,000,000 Promissory Note dated June 11, 1992 made by the
Company and payable to BIL, which was filed as Exhibit
10(cn) to Quarterly Report on Form 10-Q dated August 14,
1992, is hereby incorporated herein by reference.
61 (co) $1,000,000 Promissory Note dated June 26, 1992 made by the
Company and payable to BIL, which was filed as Exhibit
10(co) to Quarterly Report on Form 10-Q dated August 14,
1992, is hereby incorporated herein by reference.
61 (cp) $1,000,000 Promissory Note dated July 10, 1992 made by the
Company and payable to BIL, which was filed as Exhibit
10(cp) to Quarterly Report on Form 10-Q dated August 14,
1992, is hereby incorporated herein by reference.
61 (cq) $1,000,000 Promissory Note dated July 16, 1992 made by the
Company and payable to BIL, which was filed as Exhibit
10(cq) to Quarterly Report on Form 10-Q dated August 14,
1992, is hereby incorporated herein by reference.
61 (cr) $1,000,000 Promissory Note dated July 30, 1992 made by the
Company and payable to BIL, which was filed as Exhibit
10(cr) to Quarterly Report on Form 10-Q dated August 14,
1992, is hereby incorporated herein by reference.
61 (cs) $1,000,000 Promissory Note dated August 31, 1992 made by the
Company and payable to BIL, which was filed as Exhibit
10(cs) to Quarterly Report on Form 10-Q dated November 19,
1992, is hereby incorporated herein by reference.
62 (ct) $1,000,000 Promissory Note dated September 4, 1992 made by
the Company and payable to BIL, which was filed as Exhibit
10(ct) to Quarterly Report on Form 10-Q dated November 19,
1992, is hereby incorporated herein by reference.
62 (cu) $2,000,000 Promissory Note dated September 11, 1992 made by
the Company and payable to BIL, which was filed as Exhibit
10(cu) to Quarterly Report on Form 10-Q dated November 19,
1992, is hereby incorporated herein by reference.
62 (cv) $1,000,000 Promissory Note dated October 1, 1992 made by the
Company and payable to BIL, which was filed as Exhibit
10(cv) to Quarterly Report on Form 10-Q dated November 19,
1992, is hereby incorporated herein by reference.
62 (cw) $1,000,000 Promissory Note dated November 4, 1992 made by
the Company and payable to BIL, which was filed as Exhibit
10(cw) to Quarterly Report on Form 10-Q dated November 19,
1992, is hereby incorporated herein by reference.
62 (cx) $1,000,000 Promissory Note dated November 12, 1992 made by
the Company and payable to BIL, which was filed as Exhibit
10(cx) to Quarterly Report on Form 10-Q dated November 19,
1992, is hereby incorporated herein by reference.
62 (cy) Standard Offer, Agreement and Escrow Instructions for
Purchase of Real Estate dated as of June 5, 1992 for the
sale of the corporate headquarters and principal
manufacturing facility in Camarillo, California, which was
filed as Exhibit 10(cy) to Current Report on Form 8-K dated
November 19, 1992, is hereby incorporated herein by
reference.
62 (cz) Amendment to Standard Offer, Agreement and Escrow
Instructions for Purchase of Real Estate dated as of October
8, 1992 and Exhibits 1 and 2 thereto, which was filed as
Exhibit 10(cz) to Current Report on Form 8-K dated November
19, 1992, is hereby incorporated herein by reference.
62 (da) Amendment No. 2 to First Amended and Restated Credit
Agreement between the Company and BIL, dated February 21,
1992 and filed as Exhibit 10(da) to Annual Report on Form
10-K dated April 9, 1993, is hereby incorporated herein by
reference.
62 (db) Consent Agreement dated February 21, 1992 between the
Company and BIL and filed as Exhibit 10(db) to Annual Report
on Form 10-K dated April 9, 1993, is hereby incorporated
herein by reference.
62 (dc) Termination Agreement dated July 31, 1992 between the
Company and Warren J. Nelson and filed as Exhibit 10(dc) to
Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
62 (dd) Revolving Credit Agreement dated September 30, 1992 between
Everest & Jennings, Inc. and The Hongkong and Shanghai
Banking Corporation Limited and filed as Exhibit 10(dd) to
Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
62 (de) Purchase and Sale Agreement, Ortopedia Holding GmbH, dated
November 20, 1992 and filed as Exhibit 10(de) to Annual
Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
63 (df) $1,500,000 Promissory Note dated December 7, 1992 made by
the Company and payable to BIL and filed as Exhibit 10(df)
to Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
63 (dg) $1,000,000 Promissory Note dated December 22, 1992 made by
the Company and payable to BIL and filed as Exhibit 10(dg)
to Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
63 (dh) $1,500,000 Promissory Note dated December 30, 1992 made by
the Company and payable to BIL and filed as Exhibit 10(dh)
to Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
63 (di) $1,000,000 Promissory Note dated January 8, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(di) to
Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
63 (dj) $2,000,000 Promissory Note dated January 13, 1993 made by
the Company and payable to BIL and filed as Exhibit 10(dj)
to Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
63 (dk) $2,000,000 Promissory Note dated January 21, 1993 made by
the Company and payable to BIL and filed as Exhibit 10(dk)
to Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
63 (dl) $2,000,000 Promissory Note dated January 28, 1993 made by
the Company and payable to BIL and filed as Exhibit 10(dl)
to Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
63 (dm) $1,000,000 Promissory Note dated January 29, 1993 made by
Smith & Davis Manufacturing Company to BIL, amending
original Note dated December 23, 1992 and filed as Exhibit
10(dm) to Annual Report on Form 10-K dated April 9, 1993, is
hereby incorporated herein by reference.
63 (dn) First Amendment to Accounts Financing Agreement (Security
Agreement) dated January 29, 1993 between Smith & Davis
Manufacturing Company and Congress Financial Corporation and
filed as Exhibit 10(dn) to Annual Report on Form 10-K dated
April 9, 1993, is hereby incorporated herein by reference.
63 (do) Promissory Note dated January 29, 1993 between the Company
and the Retirement Plan for Employees of Everest & Jennings
International Ltd. and filed as Exhibit 10(do) to Annual
Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
63 (dp) First Amendment dated February 5, 1993 to Revolving Credit
Agreement between Everest & Jennings, Inc. and The Hongkong
and Shanghai Banking Corporation Limited and filed as
Exhibit 10(dp) to Annual Report on Form 10-K dated April 9,
1993, is hereby incorporated herein by reference.
63 (dq) $2,251,198.58 Promissory Note dated February 8, 1993 made by
the Company and payable to Heritage Pullman Bank & Trust and
filed as Exhibit 10(dq) to Annual Report on Form 10-K dated
April 9, 1993, is hereby incorporated herein by reference.
64 (dr) $1,000,000 Promissory Note dated February 11, 1993 made by
the Company and payable to BIL and filed as Exhibit 10(dr)
to Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
64 (ds) $1,000,000 Promissory Note dated February 23, 1993 made by
the Company and payable to BIL and filed as Exhibit 10(ds)
to Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
64 (dt) $1,000,000 Promissory Note dated March 2, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(dt) to
Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
64 (du) $1,000,000 Promissory Note dated March 11, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(du) to
Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
64 (dv) $1,000,000 Promissory Note dated March 22, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(dv) to
Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
64 (dw) Second Amendment dated March 30, 1993 to Revolving Credit
Agreement between Everest & Jennings, Inc. and The Hongkong
and Shanghai Banking Corporation Limited and filed as
Exhibit 10(dw) to Annual Report on Form 10-K dated April 9,
1993, is hereby incorporated herein by reference.
64 (dx) $2,000,000 Promissory Note dated March 31, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(dx) to
Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
64 (dy) Amendment No. 1 to Promissory Notes, dated March 29, 1993
and filed as Exhibit 10(dy) to Annual Report on Form 10-K
dated April 9, 1993, is hereby incorporated herein by
reference.
64 (dz) Amendment No. 1 to Amended and Restated Promissory Note,
dated March 29, 1993 and filed as Exhibit 10(dz) to Annual
Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
64 (ea) Amendment No. 3 to First Amended and Restated Credit
Agreement, dated March 29, 1993 and filed as Exhibit 10(ea)
to Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
64 (eb) $1,300,000 Promissory Note dated April 13, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(eb) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
March 31, 1993, is hereby incorporated herein by reference.
64 (ec) $1,000,000 Promissory Note dated April 22, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(ec) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
March 31, 1993, is hereby incorporated herein by reference.
64 (ed) $3,500,000 Promissory Note dated April 30, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(ed) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
March 31, 1993, is hereby incorporated herein by reference.
65 (ee) Equipment Purchase Agreement dated April 9, 1993 by and
between the Company and Sentry Financial Corporation, filed
as Exhibit 10(ee) to Quarterly Report on Form 10-Q for the
Quarterly Period Ended June 30, 1993, is hereby incorporated
herein by reference.
65 (ef) Master Lease dated April 9, 1993 by and between the Company
and Steego Corporation, filed as Exhibit 10(ef) to Quarterly
Report on Form 10-Q for the Quarterly Period Ended June 30,
1993, is hereby incorporated herein by reference.
65 (eg) $1,000,000 Promissory Note dated May 28, 1993 made by the
Company and payable to BIL, filed as Exhibit 10(eg) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
June 30, 1993, is hereby incorporated herein by reference.
65 (eh) $1,000,000 Promissory Note dated June 14, 1993 made by the
Company and payable to BIL, filed as Exhibit 10(eh) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
June 30, 1993, is hereby incorporated herein by reference.
65 (ei) $500,000 Promissory Note dated June 22, 1993 made by the
Company and payable to BIL, filed as Exhibit 10(ei) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
June 30, 1993, is hereby incorporated herein by reference.
65 (ej) Amendment No. 2 to Promissory Notes, dated June 30, 1993,
filed as Exhibit 10(ej) to Quarterly Report on Form 10-Q for
the Quarterly Period Ended June 30, 1993, is hereby
incorporated herein by reference.
65 (ek) Amendment No. 2 to Amended and Restated Promissory Note,
dated June 30, 1993, filed as Exhibit 10(ek) to Quarterly
Report on Form 10-Q for the Quarterly Period Ended June 30,
1993, is hereby incorporated herein by reference.
65 (el) Amendment No. 4 to First Amended and Restated Credit
Agreement, dated June 30, 1993, filed as Exhibit 10(el) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
June 30, 1993, is hereby incorporated herein by reference.
65 (em) $1,500,000 Promissory Note dated July 1, 1993 made by the
Company and payable to BIL, filed as Exhibit 10(em) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
June 30, 1993, is hereby incorporated herein by reference.
65 (en) $2,500,000 Promissory Note dated July 14, 1993 made by the
Company and payable to BIL, filed as Exhibit 10(en) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
June 30, 1993, is hereby incorporated herein by reference.
65 (eo) $1,000,000 Promissory Note dated August 18, 1993 made by the
Company and payable to BIL, filed as Exhibit 10(eo) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
September 30, 1993, is hereby incorporated herein by
reference.
65 (ep) $2,000,000 Promissory Note dated August 30, 1993 made by the
Company and payable to BIL, filed as Exhibit 10(ep) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
September 30, 1993, is hereby incorporated herein by
reference.
65 (eq) $1,800,000 Promissory Note dated September 21, 1993 made by
the Company and payable to BIL, filed as Exhibit 10(eq) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
September 30, 1993, is hereby incorporated herein by
reference.
66 (er) Third Amendment to Revolving Credit Agreement dated
September 30, 1993 by and between E&J Inc. and The Hongkong
and Shanghai Banking Corporation Limited, filed as Exhibit
10(er) to Quarterly Report on Form 10-Q for the Quarterly
Period Ended September 30, 1993, is hereby incorporated
herein by reference.
66 (es) Debt Conversion Agreement dated September 30, 1993 by and
among the Company, E&J Inc., BIL and the Jennings Investment
Co, filed as Exhibit 10(es) to Quarterly Report on Form 10-Q
for the Quarterly Period Ended September 30, 1993, is hereby
incorporated herein by reference.
66 (et) Convertible Promissory Note -- Common Stock dated September
30, 1993, filed as Exhibit 10(et) to Quarterly Report on
Form 10-Q for the Quarterly Period Ended September 30, 1993,
is hereby incorporated herein by reference.
66 (eu) Convertible Promissory Note -- Preferred Stock dated
September 30, 1993, filed as Exhibit 10(eu) to Quarterly
Report on Form 10-Q for the Quarterly Period Ended September
30, 1993, is hereby incorporated herein by reference.
66 (ev) Revolving Promissory Note dated September 30, 1993 made by
the Company and E&J Inc. and payable to BIL, filed as
Exhibit 10(ev) to Quarterly Report on Form 10-Q for the
Quarterly Period Ended September 30, 1993, is hereby
incorporated herein by reference.
66 (ew) Security Agreement dated September 30, 1993 by and among the
Company, E&J Inc. and BIL, filed as Exhibit 10(ew) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
September 30, 1993, is hereby incorporated herein by
reference.
66 (ex) Registration Rights Agreement dated September 30, 1993 by
and between the Company and BIL, filed as Exhibit 10(ex) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
September 30, 1993, is hereby incorporated herein by
reference.
66 (ey) Fourth Amendment to Revolving Credit Agreement dated October
8, 1993 by and between E&J Inc. and The Hongkong and
Shanghai Banking Corporation Limited, filed as Exhibit
10(ey) to Quarterly Report on Form 10-Q for the Quarterly
Period Ended September 30, 1993, is hereby incorporated
herein by reference.
66 18 Letter Re Change in Accounting Principles, filed as Exhibit
18 to Annual Report on Form 10-K dated March 27, 1992, is
hereby incorporated herein by reference.
88 22* Subsidiaries of the Registrant.
66 24 (a) Consent of Deloitte & Touche dated April 4, 1991 with
respect to S-8 Registration Statement, filed as Exhibit 24
to Annual Report on Form 10-K dated April 11, 1991, is
hereby incorporated herein by reference.
66 (b) Consent of Deloitte & Touche with respect to S-8
Registration Statement filed as Exhibit 24(a) to Annual
Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
66 (c) Consent of Price Waterhouse with respect to S-8 Registration
Statement, filed as Exhibit 24(b) to Annual Report on Form
10-K dated March 27, 1992, is hereby incorporated herein by
reference.
67 (d) Consent of Deloitte & Touche dated April 13, 1993 with
respect to S-8 Registration Statement, filed as Exhibit
24(d) to Quarterly Report on Form 10-Q for the Quarterly
Period Ended September 30, 1993, is hereby incorporated
herein by reference.
67 (e) Consent of Price Waterhouse dated April 14, 1993 with
respect to S-8 Registration Statement, filed as Exhibit
24(e) to Quarterly Report on Form 10-Q for the Quarterly
Period Ended September 30, 1993, is hereby incorporated
herein by reference.
89 (f)* Consent of Price Waterhouse dated March 30, 1994 with
respect to S-8 Registration Statement.
* Filed herewith in this Annual Report on Form 10-K
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Everest & Jennings International Ltd., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY:
FIRST: That a meeting of the Board of Directors of Everest & Jennings
International Ltd., resolutions were duly adopted setting forth proposed
amendments of the Certificate of Incorporation of said corporation,
declaring said amendments to be advisable and calling a meeting of the
stockholders of said corporation for consideration thereof. The
resolutions setting forth the proposed amendments are as follows:
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by amending and restating Article IV in its
entirety as follows:
"ARTICLE IV.
A. The Corporation is authorized to issue one class of
Common Stock. The number of shares of Common Stock which the
Corporation is authorized to issue is 120,000,000, par value one cent
($0.01) each.
B. No holder of shares of the Corporation of any class now
or hereafter authorized shall have any preemptive right to subscribe
for, purchase or receive any shares of the Corporation of any class
now or hereafter authorized, or any options or warrants for such
shares, or any securities convertible into or exchangeable for such
shares, which may at any time be issued, sold or offered for sale by
the Corporation.
C. Every stockholder complying with the provisions of this
paragraph and entitled to vote at any election of directors may
cumulate such stockholder's votes and give one candidate a number of
votes equal to the number of directors to be elected multiplied by the
number of votes equal to the number of directors to be elected
multiplied by the number of votes to which the stockholder's shares
are normally entitled, or distribute the stockholder's votes on the
same principle among as many candidates as the stockholder thinks fit.
No stockholder shall be entitled to cumulate votes (i.e., cast for any
candidate a number of votes which such stockholder normally is
entitled to cast) unless such candidate's or candidates' name(s) have
been placed in nomination prior to the voting and the stockholder has
given notice at the meeting prior to the voting of the stockholder's
intention to cumulate the stockholder's votes. If any one stockholder
has given such notice, all stockholders may cumulate their votes for
candidates in nomination. In any election of directors, the
candidates receiving the highest number of affirmative votes to be
elected by such shares are elected; votes against the directors and
votes withheld shall have no legal effect."
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by amending and restating Article IV-A in its
entirety as follows:
"ARTICLE IV-A
The Corporation is also authorized to issue one class of Preferred
Stock. The number of shares of Preferred Stock which the Corporation
is authorized to issue is 31,000,000, par value $0.01. The Preferred
Stock may be issued from time to time in one or more series. The
Board of Directors is hereby authorized to designate any one or more
series of Preferred Stock and to fix the number of shares of any such
series. The Board of Directors is hereby authorized to designate by
resolution the powers, preferences or rights, and the qualifications,
limitations or restrictions of the Preferred Stock or any series
thereof, to alter by resolution the powers, preferences or rights, and
the qualifications, limitations or restrictions or any wholly-unissued
series of Preferred Stock and to increase or decrease by resolution
(but not above the total number of authorized shares of Preferred
Stock or below the number of shares of such series then outstanding)
the number of shares of any such series subsequent to the issue of
shares of that series."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation law of the state of Delaware at which meeting the necessary
number of shares as required by statute were voted in favor of the
amendments.
THIRD: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed by Joseph A. Newcomb, its Executive Vice President, and Rebecca C.
Tuller, its Assistant Secretary, this 11th day of January 1994.
BY: (JOSEPH A. NEWCOMB)
JOSEPH A. NEWCOMB
EXECUTIVE VICE PRESIDENT
ATTEST: (REBECCA C. TULLER)
REBECCA C. TULLER
ASSISTANT CORPORATE SECRETARY
Exhibit 22
SUBSIDIARIES OF THE REGISTRANT
Except as indicated otherwise, the subsidiaries listed below are
100% owned by the registrant as of March 30, 1994.
COUNTRY OR STATE
NAME OF SUBSIDIARY OF INCORPORATION
Everest & Jennings, Inc. California
Smith & Davis Manufacturing Company Missouri
Everest & Jennings Canadian Ltd. Canada
Everest & Jennings de Mexico, S.A. de C.V. (1) Mexico
(1) 80% owned by the registrant
Subsidiaries omitted from this list, considered in the aggregate
as a single subsidiary, would not constitute a significant subsidiary.
Exhibit 24 (f)
CONSENT OF INDEPENDENT ACCOUNTANTS
To The Board of Directors and Stockholders
of Everest & Jennings International Ltd.
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 2-34571) of Everest & Jennings
International Ltd. of our report dated March 21, 1994 appearing on
page 25 of this Form 10-K. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which
appears on page 69 of this Form 10-K.
PRICE WATERHOUSE
St. Louis, Missouri
March 30, 1994
