SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB(Mark One)
(x) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-1665
EXTECH CORPORATION
Name of small business issuer in its charter)
Delaware 36-2476480
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
90 Merrick Avenue, East Meadow, New York 11554
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (516) 794-6300
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
none
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.01 par value
(Title of class)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No.
Check if disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure
will 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-KSB or any amendment to
this Form 10-KSB.(X)
State issuer's revenues for its most recent
fiscal year: $1,024,057
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the
stock was sold, or the average bid and asked prices of such stock,
as of a specified date within the past 60 days:
$729,030 as of March 27, 1996
(ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports
to be filed by Section 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed
by a court. Yes No .
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest practicable
date: 2,391,367 shares outstanding as of March 22, 1996
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
(a) Business Development
(i) International Airport Hotel
EXTECH Corporation (the "Company" or "EXTECH"), through
a wholly-owned subsidiary, IAH, Inc. ("IAH"), operates the
International Airport Hotel in San Juan, Puerto Rico (the "Hotel").
The Hotel is located on the site of the San Juan International Airport
(the "Airport") and occupies the third and fifth floors of the main
terminal building. In addition to its 57 guest rooms, the Hotel has
a lobby area. The Hotel caters generally to commercial and tourist
travelers in transit. IAH also operates a video game room on the
terminal level of the Airport. Reference is also made to Item 6
hereof for additional information regarding the Hotel.
The Hotel is marketed through brochures, local advertising
and in-airport advertising. Its operations are highly
seasonal, with the disproportionate share of its revenues being
generated during the first several months of the calendar year.
Approximately 15% of the total room sales for the Hotel for 1995 were
attributable to one customer.
The Hotel is the only hotel actually located on the site of the
Airport. As such, it has little direct competition for the tourist
trade or commercial travelers seeking only sleeping accommodations
at the Airport. The Puerto Rico Ports Authority (the "Ports
Authority"),the owner of the Hotel, had authorized the construction of
an additional hotel in the parking lot of the Airport; however, the
Ports Authority has advised IAH that it has abandoned its plan to
construct such hotel and instead has determined to upgrade and expand
the Hotel. No assurance can be given, however, that an additional hotel
or hotels will not be developed at the site of, or near, the Airport,
in which case IAH could encounter significant competition with respect
to the operations of the Hotel.
On July 22, 1988, IAH entered into a Lease Agreement with the
Ports Authority pursuant to which the Ports Authority granted IAH
a lease to operate the Hotel for five years until June 30, 1993, plus,
at the option of IAH, an additional five year term to end June 30, 1998
(subject to agreement as to the rental amount payable, which the parties
agreed to negotiate in good faith).
In 1992, in accordance with the Lease Agreement, IAH exercised
its right for a five year extension of its lease. At the time, the
Ports Authority was uncertain as to whether it wished to build a
new hotel in the parking lot of the Airport or upgrade the existing
hotel (located in the Airport terminal) and, therefore, requested that
IAH accept an 18 month extension of the then existing term. IAH agreed
to an 18 month extension and signed a supplemental lease agreement with
the Ports Authority in May 1992 extending the lease term to December 31,
1995.
IAH is of the belief that, pursuant to the supplemental lease agreement,
it retained the option to continue the lease for a period of five years
to December 31, 2000.
In July 1993, the Assistant Director of Operations of the
Ports Authority forwarded to IAH a letter containing the terms of a
proposed ten year lease extension which IAH approved, signed and
returned to the Ports Authority. Although the letter setting forth the
terms of the extension agreement with IAH does not make the Ports
Authority's approval conditional upon the approval of its Board of
Directors, the Ports Authority has taken such position and, since Board
of Directors approval was not obtained, the Ports Authority takes the
position that the extension is not in effect. IAH is of the belief that
a ten year agreement has been entered into between IAH and the Ports
Authority pursuant to the foregoing or that, alternatively, it exercised
its right to extend the term of the lease to December 31, 2000.
Based upon IAH's refusal to acknowledge that, effective January
1, 1996, it occupied the Hotel on a month-to-month basis, in February
1996, the Ports Authority requested that IAH vacate, surrender and
deliver the premises by February 29, 1996. Following the receipt of
such request, IAH brought an action in the Superior Court of San Juan,
Puerto Rico for declaratory judgment and possessory injunction against
the Ports Authority with respect to the Hotel. The action seeks a
declaratory judgment that, among other alternatives, IAH exercised
adoption with respect to its lease for the Hotel for an extension of the
term of five years commencing on January 1, 1996 or that the
Ports Authority executed a new lease agreement for a ten year period
commencing on such date.
(ii) Pipe Harness Clamp
The Company holds a patent for a specialized clamping device
(the "Pipe Harness Clamp") designed to connect principally underground
pipe lines of similar and dissimilar materials. In July 1991,
the Company and an unrelated third party (the "Licensee") entered
into a License and Royalty Agreement (the "License Agreement") pursuant
to which the Licensee was granted the exclusive right to manufacture,
use, market and sell (either directly or on the Licensee's behalf) the
Pipe Harness Clamp.
The License Agreement provides that, among other matters, the
Licensee will pay royalty payments for the license of the Pipe Harness
Clamp in an amount equal to 5% of Net Sales (as defined in the License
Agreement) of the Pipe Harness Clamp until such time as the aggregate
amount of the royalty payments total $1,000,000 and thereafter an amount
equal to 2.5% of Net Sales of the Pipe Harness Clamp (the "Net Sales
Royalty"). The License Agreement also provides that the Licensee will
pay a percentage of royalty payments that are payable to the license
pursuant to a certain License and Technical Assistance Agreement(the
"Technical Assistance Agreement"). The Company is to receive,
for each twelve month period that the Technical Assistance Agreement
is in effect, 23.68% of all amounts in excess of $100,000 received by
the Licensee in accordance with the terms of the Technical Assistance
Agreement (the "Technical Assistance Royalty"), the aggregate of which
payments to the Company shall not exceed $1,480,000. As of December
31, 1995, the Company had received approximately $70,000 in
Technical Assistance Royalty payments pursuant to the License
Agreement (of which approximately $19,000 was received during 1995)
but had received no Net Sales Royalty payments. No assurances can be
given regarding the commercial marketability of the Pipe Harness Clamp.
(iii) Robeson Industries Corp.
In February 1993, EXTECH entered into a Subscription and Stock
Purchase Agreement (the "Subscription Agreement") with Robeson
Industries Corp. ("Robeson") pursuant to which the Company agreed
to purchase from Robeson, subject to the conditions set forth
therein, (i) approximately 15% of the issued and outstanding shares
of capital stock of Robeson and (ii) all of the outstanding shares of
capital stock of Robeson's wholly-owned Hong Kong subsidiary, Robeson
Industries Hong Kong Ltd. ("Hong Kong") (the "Hong Kong Shares").
In May 1993, the Company advised Robeson that it was terminating
the Subscription Agreement due to the nonfulfillment of certain of the
conditions to the obligation of EXTECH to consummate the transactions
contemplated thereby. The Company also made demand upon Robeson for
repayment of the principal amount of $320,000 loaned by the Company
during 1992 and 1993, together with interest thereon, as well as
reimbursement of expenses incurred by the Company in connection with
the Subscription Agreement.
Subsequently, in May 1993, Robeson filed a petition for bankruptcy
under Chapter 11 of the Bankruptcy Act with the United States
Bankruptcy Court for the District of New Jersey (the "Court"). In
September 1993, the Company filed a proof of claim in such proceeding
as a secured creditor to recover the approximate amount of $534,000.
Pursuant to a Plan of Reorganization of Robeson (the "Plan")
approved by the Court, in September 1994, in consideration of the
$320,000 in loans made by the Company to Robeson and other recoverable
expenses, the reorganized Robeson issued to the Company a promissory
note (the "Note") in the principal amount of $385,000. The Note
provided for the payment of interest at the rate of 8% per annum and
the repayment of principal in 48 consecutive monthly installments of
varying amounts. Pursuant to the Plan, payment of the Note was secured
by a pledge of all the outstanding shares of capital stock of Hong Kong
(the "Hong Kong Stock"). In addition, pursuant to the Plan, the
Company received a nominal minority equity interest in Robeson.
The first three payments under the Note were received by the
Company in October, November and December 1994. Effective January
1995, Robeson ceased making payments under the Note. In March 1995,
the Company demanded full payment of the Note, foreclosed its security
interest with respect to the Hong Kong Stock and purchased such shares
at an auction sale.
In September 1995, the Company agreed to cancel the Note in
consideration for the issuance by Robeson of a new promissory note in
the principal amount of $125,000 (the "New Note"). The New Note
provides for interest at the rate of 8% per annum and is payable in 27
consecutive monthly installments of $5,000. The Company has received
all installments due to date under the New Note.
(iv) Phone America International, Inc.
In February 1996, the Company announced that it had entered into a
non-binding letter of intent to acquire Phone America International,
Inc. ("Phone America"), an interexchange telecommunications carrier
engaged in the design, development and marketing of prepaid telephone
calling cards and other telephone products. Phone America offers the
end user both basic and long distance services, enhanced information
services and hardware-based telephone services.
Phone America's preliminary unaudited financial statements as of
December 31, 1995 and for the year then ended reflect revenues of
approximately 375,000, a net loss of approximately $525,000 and a
shareholders' deficiency of approximately $125,000.
The letter of intent contemplates that, following the acquisition,
the holders of Phone America shares, options and warrants will receive
shares of Common Stock of the Company, or options and warrants to
purchase shares of Common Stock of the Company, representing, in the
aggregate, 40% of the Company's Common Stock. Pursuant to the letter
of intent, such percentage would increase to 50% if certain performance
targets are met.
The letter of intent also contemplates that, at the closing of the
transaction, subject to the requirements of applicable law, certain
Phone America officers and directors will constitute a majority of the
Company's Board of Directors and David A. Lyons and Adam R. Kolodny,
currently Chief Executive Officer and Chief Financial Officer,
respectively, of Phone America will assume the offices of Chief
Executive Officer and Chief Operating Officer, respectively, of the
Company. Mr. Lyons, who previously served as President, Chairman of the
Board and Chief Executive Officer of AMNEX, Inc., a publicly traded
telecommunications service provider, is related to the wife of Morton
L. Certilman, President of the Company. Mr. Kolodny previously served
as President of The Keystone Corporation, a private payphone company,
and Vice President and Chief Financial Officer of AMNEX.
The consummation of the transaction is subject to satisfactory
completion of the parties' due diligence investigation, final
negotiation of the terms thereof, the execution and delivery of a
definitive acquisition agreement, approval by the parties' respective
Board of Directors and approval by Phone America's stockholders. No
assurances can be given that the transaction will be consummated upon
the terms set forth in the letter of intent or otherwise.
Concurrently with the execution of the letter of intent, the
Company loaned $50,000 to Transcends Telecom Corporation ("Transcends"), a
wholly-owned subsidiary of Phone America, for workingcapital purposes.
The note evidencing the loan is payable on or afterAugust 26, 1996 upon
30 days notice. Payment of the principal amountof the note, together
with interest at the rate of 10% per annum, is secured by a pledge of
all shares of Phone America Common Stock owned by Mr. Lyons and
another principal stockholder, as well as by a lien on accounts
receivable of Transcends.
(v) General
The Company was incorporated in the State of Delaware on August 25,
1961. The Company's principal executive offices are located at 90
Merrick Avenue, East Meadow, New York 11554, and its telephone number
at such office is (516) 794-6300.
(b) Business of Issuer
(i) International Airport Hotel
Reference is made to Items 1(a)(i) and 2 hereof.
(ii) Pipe Harness Clamp
Reference is made to Item 1(a)(ii) hereof.
(iii)Phone America
Reference is made to Item 1(a) (iv) hereof.
(iv) Number of Employees
As of December 31, 1995, the Company and its subsidiaries employed
16 persons.
ITEM 2. DESCRIPTION OF PROPERTY
The executive offices of the Company are located at 90 Merrick
Avenue, East Meadow, New York where approximately 200 square feet of
space are occupied on a month-to-month basis at a monthly rental of
$500.
The Hotel is leased by IAH from the Ports Authority. Effective
January 1, 1994, the annual rental obligation for the Hotel was amended
to equal the greater of $169,400 or 20% of annual gross revenues, as
defined. Rent expense prior to January 1, 1994 was equal to the
greater of $153,953 or 30% of annual gross revenues, as defined. Total
rent expense under the lease amounted to $191,335 for 1995 as compared
to $172,194 for 1994.
Reference is made to Item 1(a)(i) hereof for a discussion of
certain pending litigation with regard to IAH's lease rights in the
Hotel.
ITEM 3. LEGAL PROCEEDINGS
Reference is made to Item 1(a)(i) hereof for a discussion of
certain pending litigation with regard to the Hotel.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
(a) Market Information
The Company's Common Stock is traded in the over-the-counter market
on the National Association of Securities Dealers' Bulletin Board under
the symbol "EXTH". The following table sets forth, for the periods
indicated, the high and low bid prices for the Company's Common Stock
as reported by the National Quotation Bureau, Inc.:
1995 Calendar Year High Low
First Quarter $1/8 $1/16
Second Quarter 1/8 1/8
Third Quarter 1/8 1/16
Fourth Quarter 1/16 1/16
1994 Calendar Year High Low
First Quarter $3/8 $1/4
Second Quarter 3/8 1/4
Third Quarter 3/8 1/8
Fourth Quarter 1/8 1/16
The above quotations reflect interdealer prices, without retail
mark-up, mark-down or commission, and may not necessarily represent
actual transactions.
(b) Holders
As of March 22, 1996, there were 3,103 record holders of the Company's
Common Stock.
(c) Dividends
The Company has neither declared nor paid any cash dividends on its
Common Stock during its two most recent fiscal years and the Board of
Directors does not contemplate the payment of dividends in the
foreseeable future. Any decisions as to the future payment of
dividends will depend on the earnings and financial position of the
Company and such other factors as the Board of Directors deems
relevant.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
Results of Operations:
In 1995, the Company had total revenues of $1,024,057 and a net
profit of $51,229 as compared to revenues of $991,735 a net profit of
$51,364 for 1994.
Room rental and other departmental revenue for the Hotel increased
by $92,127 (10.3%) during 1995. The Company believes that such
increased revenue was previously the result of a general increase in
air travel. The net profit for the Hotel, on a "stand-alone" basis,
was $144,351 in 1995 as compared to $142,470 in 1994.
Other income decreased from $57,219 in 1994 to zero in 1995 due a
credit against rent in such amount realized by IAH during 1994.
In 1995, the Company incurred costs and expenses of $967,152 as
compared to $935,083 in 1994, representing an increase of $32,069. The
increase was attributable primarily to increased rental payments to the
Ports Authority in connection with the lease of the Hotel.
Reference is made to Item 1(a)(i) and (iv) hereof for a discussion
of a certain litigation with the Ports Authority with regard to the
Hotel as well as a contemplated acquisition transaction with Phone
America.
Liquidity and Capital Resources:
As of December 31, 1995, the Company had $644,956 in cash and cash
equivalents as compared to $482,359 in 1994, representing an increase
of $162,597. As of such date, the Company had a working capital
surplus of $453,377. The Company did not have any material commitments
for capital expenditures as of December 31, 1995.
Reference is made to Item 1(a)(iii) hereof for a discussion of the
status of a certain note in the original principal amount of $125,000
issued by Robeson to the Company in September 1995 .
Reference is also made to Item 1(a)(i) and (iv) hereof for a
discussion of certain litigation with the Ports Authority with regard
to the Hotel as well as a loan and contemplated acquisition transaction
with Phone America.
ITEM 7. FINANCIAL STATEMENTS
The financial statements required by this Item 7 are included in
this Annual Report on Form 10-KSB following Item 13 hereof.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There were no changes in accountants due to disagreements on
accounting and financial disclosure during the twenty-four month period
ended December 31, 1995.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The following table sets forth the positions and offices presently
held with the Company by each Director and executive officer, his age
and the year from which such person's service on the Company's Board of
Directors dates:
Positions and
Offices held
with the Director
Name Age Company Since
Jay M. Haft 60 Chairman of the Board 1989
Morton L. Certilman 64 President and Director 1989
Leon Lapidus 51 Director 1989
Brian K. Ziegler 41 Secretary and Treasurer --
Jay M. Haft has served as the Company's Chairman of the Board since
October 1989. Mr. Haft has been engaged in the practice of law for
more than the past five years and serves as counsel to the law firms of
Parker Duryee Rosoff & Haft. Mr. Haft is a Director of Robotic Vision
Systems, Inc., Noise Cancellation Technologies, Inc., CAS Medical
Systems, Inc., Nova Technologies, Inc., Viragen, Inc. and Oryx
Technology, Inc., all of whose securities are traded in the over-the-
counter market. Mr. Haft received B.A. and L.L.B degrees from Yale
University.
Morton L. Certilman has served as the Company's President since
October 1989. Mr. Certilman has been engaged in the practice of law
for more than the past five years and is a member of the law firm of
Certilman Balin Adler & Hyman, LLP. Mr. Certilman is Chairman of the
Long Island Regional Planning Board and a Director of the Long Island
Association, the Long Island Job Development Agency, New Long Island
Partnership and the Long Island Sports Commission. Mr. Certilman has
lectured extensively before bar associations, builders' institutes,
title companies, real estate institutes, banking and law school
seminars, The Practicing Law Institute, The Institute of Real Estate
Management and at annual conventions of such organizations as the
National Association of Home Builders, the Community Associations
Institute and the National Association of Corporate Real Estate
Executives. He is a member of the faculty of the Real Estate Institute
of New York University, American Law Institute/American Bar
Association, as well as the Institute on Condominium and Cluster
Housing of the University of Miami Law Center. Mr. Certilman received
an L.L.B. degree, cum laude, from Brooklyn Law School.
Leon Lapidus has been the President of the Mibro Group, a privately
held importer, packager and distributor of hardware, for more than the
past five years. Mr. Lapidus received a B.A. degree from Hunter
College and an M.B.A. degree from the Bernard M. Baruch College of the
City of New York. Mr. Lapidus is the brother-in-law of Mr. Haft.
Brian K. Ziegler has been engaged in the practice of law for more
than the past five years and is a member of the law firm of Certilman
Balin Adler & Hyman, LLP. Mr. Ziegler received a B.S. degree, cum
laude, from the Wharton School of the University of Pennsylvania, and
a J.D. degree and an L.L.M. degree in Taxation from the University of
Miami. Mr. Ziegler is the son-in-law of Mr. Certilman.
Each Director will hold office until the next Annual Meeting of
Stockholders and until his successor is elected and qualified, or until
his earlier resignation or removal. Each executive officer will hold
office until the next regular meeting of the Board of Directors
following the next Annual Meeting of Stockholders and until his
successor is elected or appointed and qualified, or until his earlier
resignation or removal.
Reference is made to Item 1(a)(iv) hereof for a discussion of
certain contemplated management changes in the event of the
consummation of an acquisition transaction with Phone America.
To the Company's knowledge, based solely on a review of the copies
of Forms 4 and 5 furnished to the Company and written representations
that no other reports were required, during the fiscal year ended
December 31, 1995, all Section 16(a) filing requirements applicable to
the Company's officers, Directors and 10% stockholders were complied
with.
ITEM 10. EXECUTIVE COMPENSATION
(a) Summary Compensation Table
The following table sets forth certain information concerning the
compensation of Morton L. Certilman, President of the Company, for the
fiscal years ended December 31, 1993, 1994 and 1995. No person who
served as an executive officer of the Company as of December 31, 1995
had a total salary and bonus for the year then ended in excess of
$100,000.
Annual
Compensation
Name and Principal All Other
Position Year Salary Compensation
Morton L. Certilman 1995 $50,000 -0-*
President 1994 $40,000 -0-*
1993 $50,000 -0-*
* Excludes fees payable during 1993, 1994 and 1995 by the Company
to Certilman Balin Adler & Hyman, LLP, a law firm of which Mr. Certilman
is a member.
(b) Option Grants
No grants of stock options were made to Mr. Certilman during the
fiscal year ended December 31, 1995.
(c) Aggregated Option Exercises and Fiscal Year-End Option Value
Mr. Certilman did not exercise any options during the year ended
December 31, 1995 and held no options as of such date.
(d) Long-Term Incentive Plan Awards
No awards were made to Mr. Certilman during the fiscal year ended
December 31, 1995 under any long-term incentive plan.
(e) Compensation of Directors
Each Director is entitled to receive a $500 fee for each Directors'
meeting he attends. In addition, Directors are reimbursed for travel
expenses incurred in connection with attendance at such meetings.
(f) Employment Contracts, Termination of Employment and Change-in-
Control Arrangements
Not applicable.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information as of March 22,
1996 regarding the beneficial ownership of the Company's shares of
Common Stock by (i) each person who is known by the Company to
beneficially own or exercise voting or dispositive control over more
than 5% of the Company's Common Stock, (ii) each present Director and
(iii) all of the Company's present executive officers and Directors as
a group:
Approximate
Name and Address Number of Shares Percentage
of Beneficial Owner Beneficially Owned of Class
Morton L. Certilman 211,893(1) 8.9%
The Financial Center
at Mitchel Field
90 Merrick Avenue
East Meadow, New York
Jay M. Haft 210,393(1)(2) 8.8%
200 East Broward Boulevard
Ft. Lauderdale, Florida
Leon Lapidus 20,000 *
111 Sinnott Road
Scarborough Ontario
M1L 4S6 Canada
All executive officers
and Directors as a group
(4 persons) 447,286(2)(3) 18.7%
* Less than 1%.
(1) Messrs. Certilman and Haft have previously filed a Schedule 13D and
amendments thereto under the Securities Exchange Act of 1934, as
amended, with respect to their respective equity interests in the
Company. In view of their intention to consult with each other with
respect to the acquisition, voting and disposition of their respective
shares, Messrs. Certilman and Haft may be deemed a group. Accordingly,
the group of Messrs. Certilman and Haft beneficially owns 422,286
shares of Common Stock. Such amount represents approximately 17.7% of
the outstanding shares of Common Stock of the Company. However, each
of Messrs. Certilman and Haft independently makes his own decisions
with respect to the acquisition, voting and disposition of the shares
of Common Stock directly owned by him. Further, neither Mr. Certilman
nor Mr. Haft has any economic interest in the shares of Common Stock
directly owned by the other.
(2) Includes 12,500 shares held in a retirement trust for the benefit
of Mr. Haft.
(3) Includes 5,000 shares held in a retirement trust for the benefit of
an executive officer.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certilman Balin Adler & Hyman, LLP, a law firm of which Mr.
Certilman is a member, serves as counsel to the Company. It is
presently anticipated that such firm will continue to represent the
Company and/or its affiliates and will receive fees for its services at
rates and in amounts not greater than would be paid to unrelated law
firms performing similar services.
ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description of Exhibit
3(a) Certificate of Incorporation, as amended(1)
(b) By-laws, as amended(2)
10(a) Letter of intent, dated February 26, 1996, between Phone
America, Transcends and the Company.
10(b) Agreement, dated July 22, 1988, between the Ports Authority
and IAH(1)
10(c) Resolution of Board of Directors of Ports Authority, dated
August 10, 1994, regarding rental obligation of the Hotel(3)
10(d) Amended and Restated 1990 Stock Option Plan(1)
10(e) License and Royalty Agreement, dated July 1991, among the
Company, IFTI Capital Appreciation Management Corporation, and
NPS Products, Inc.(4)
21 Subsidiaries of the Registrant(4)
(1) Denotes document filed as an exhibit to the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1993 and
incorporated herein by reference.
(2) Denotes document filed as an exhibit to the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1989 and
incorporated herein by reference.
(3) Denotes document filed as an exhibit to the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1994 and
incorporated herein by reference.
(4) Denotes document filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1991 and
incorporated herein by reference.
(b) Reports on Form 8-K
No report on Form 8-K was filed by the Company during the last
quarter of the fiscal year ended December 31, 1995.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: March 29, 1996 EXTECH CORPORATION
By: /s/ Morton L. Certilman
Morton L. Certilman,
President
In accordance with 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.
Signatures Capacity Date
Chairman of the Board
/s/Jay M. Haft of Directors March 29, 1996
Jay M. Haft
President and Director
(Principal Executive,
Financial and Accounting
/s/Morton L. Certilman Officer) March 29, 1996
Morton L. Certilman
/s/ Leon Lapidus Director March 29, 1996
Leon Lapidus
<PAGE>
EXTECH CORPORATION AND SUBSIDIARIES
REPORT ON AUDITS OF
CONSOLIDATED FINANCIAL STATEMENTS
TWO YEARS ENDED DECEMBER 31, 1995
<PAGE>
Item 7. Consolidated Financial Statements
INDEX
Page
Independent auditors' report F-2
Consolidated balance sheet F-3
Consolidated statements of earnings F-4
Consolidated statement of
stockholders' equity F-5
Consolidated statements of
cash flows F-6
Notes to consolidated
financial statements F-7 - F-13<PAGE>
<PAGE>
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Certified Public Accountants
Board of Directors and Stockholders
EXTECH CORPORATION
East Meadow, New York
We have audited the accompanying consolidated balance sheet of
EXTECH CORPORATION and Subsidiaries as of December 31, 1995 and
the related consolidated statements of earnings, stockholders'
equity and cash flows for each of the years in the two-year period
ended December 31, 1995. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility
is to express an opinion on these consolidated financial statements
based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of EXTECH CORPORATION and Subsidiaries as of December 31,
1995 and the results of their operations and their cash flows for
each of the years in the two-year period ended December 31, 1995
in conformity with generally accepted accounting principles.
HOLTZ RUBENSTEIN & CO., LLP
Melville, New York
March 5, 1996
F-2<PAGE>
EXTECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $644,956
Accounts receivable, net of
allowance for doubtful
accounts of approximately $600 52,421
Notes receivable, net of allowance
for doubtful accounts
of approximately $69,000 (Note 4) 39,180
Inventories 7,190
Prepaid expenses 6,887
Total current assets 750,634
PROPERTY AND EQUIPMENT, net (Note 3) 201,690
OPERATING EQUIPMENT, net 12,803
$965,127
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable 3,556
Accrued expenses (Notes 5 and 6) 139,501
Debentures payable (Note 7) 154,200
Total current liabilities 297,257
MINORITY INTEREST 560
COMMITMENT AND CONTINGENCY (Note 10)
STOCKHOLDERS' EQUITY: (Note 11)
Common stock, $.01 par value;
authorized
10,000,000 shares;
issued and outstanding 2,391,367
shares 23,914
Capital in excess of par 4,496,950
Deficit (3,853,554)
667,310
965,127
=========
See notes to consolidated financial statements
F-3
EXTECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
Years Ended
December 31,
1995 1994
REVENUES: (Note 13)
Rooms 924,381 849,283
Other operating departments 58,569 41,540
Interest, net 21,893 11,056
Royalty income 19,214 32,637
Other 57,219
Total revenues 1,024,057 991,735
COSTS AND EXPENSES:
Administrative and general 111,234 113,944
Bad debts 5,195 9,000
Corporate and sundry (Note 8) 190,146 182,793
Departmental 381,192 366,840
Depreciation and amortization 51,901 52,310
Energy costs 16,701 15,808
Lease rentals (Note 10) 191,335 172,194
Property operation and maintenance 18,761 20,156
Real estate and personal
property taxes 687 2,038
Total costs and expenses 967,152 935,083
INCOME BEFORE INCOME TAXES 56,905 56,652
INCOME TAXES (Note 9) 5,676 5,288
NET INCOME $ 51,229 $ 51,364
======= =======
INCOME PER COMMON SHARE $ .02 $ .02
====== =======
WEIGHTED AVERAGE NUMBER
OF SHARES OF COMMON
STOCK OUTSTANDING (Note 12) 2,391,367 2,391,367
========= =========
See notes to consolidated financial statements
F-4
<PAGE>
EXTECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Capital
Common Stock in Excess
Shares Amount of Par Deficit Total
Balance,
January 1,
1994 2,391,367 $23,914 4,496,950 $(3,956,147) $ 564,717
Net
income
for the year - - - 51,364 51,364
Balance,
December
31, 1994 2,391,367 $23,914 4,496,950 (3,904,783) 616,081
Net income
for the
year - - - 51,229 51,229
Balance,
December 31,
1995 2,391,367 $23,914 $4,496,950 $(3,853,554) $667,310
See notes to consolidated financial statements
F-5
<PAGE>
EXTECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended
December 31,
1995 1994
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $51,229 $ 51,364
Adjustments to reconcile net
income to net cash
provided by (used in) operating
activities:
Depreciation and amortization 51,901 52,310
Provision for bad debts 5,195 9,000
Changes in operating assets and
liabilities:
(Increase) decrease in assets:
Accounts receivable (1,048) (1,977)
Inventories 4,514 874
Prepaid expenses and other
assets 36,544 (34,633)
Increase (decrease) in
liabilities:
Accounts payable (632) (496)
Accrued expenses 2,484 (100,738)
Net cash provided by (used in)
operating activities 150,187 (24,296)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchases of property
and equipment (4,425) (4,008)
Collection of notes receivable 16,835 17,271
Net cash provided by investing
activities 12,410 13,263
Net increase (decrease) in cash and
cash equivalents 162,597 (11,033)
Cash and cash equivalents,
beginning of year 482,359 493,392
Cash and cash equivalents,
end of year $644,956 $482,359
See notes to consolidated financial statements
F-6
<PAGE>
EXTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
1. Summary of Significant Accounting Policies:
a. Description of business
The Company's operations are within one industry as lodging
sales and related revenues accounted for substantially all
revenues during the two-year period ended December 31, 1995.
b. Principles of consolidation
The consolidated financial statements include the accounts of
the Company, its wholly-owned subsidiaries and a 90% owned
inactive subsidiary. All intercompany transactions and balances
have been eliminated.
c. Inventories
Inventories, consisting of merchandise and supplies, are
stated at the lower of cost or market. Cost is determined on a
first-in, first-out basis.
d. Property and equipment
Property and equipment are stated at cost. Depreciation is
provided using the straight-line method over the estimated useful
lives of the related assets. Leasehold improvements are being
amortized using the straight-line method over the remaining term
of the lease.
e. Concentration of credit risk
The Company invests its excess cash in deposits and money
market accounts with major financial institutions. The Company
has not experienced losses related to these investments.
f. Statement of cash flows
For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments with a maturity of
three months or less, as well as bank money market accounts, to be
cash equivalents.
F-7<PAGE>
g. Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period Actual results could differ from those estimates.
2. Supplementary Information - Statement of Cash Flows:
Cash paid for income taxes was $5,452 and $10,506 during the
years ended December 31, 1995 and 1994, respectively.
3. Property and Equipment:
At December 31, 1995, property and equipment consists of the
following:
Furniture, fixtures and equipment $ 356,223
Leasehold improvements 135,760
491,983
Less accumulated depreciation and
amortization 290,293
$ 201,690
=======
4. Notes Receivable:
During the period December 1992 to March 1993, the Company
entered into various loans with Robeson Industries Corp. ("Robeson")
(an unrelated third party) in the aggregate amount of
$320,000. The notes were secured by a pledge of all of the issued
and outstanding shares of Robeson Industries Hong Kong Ltd.
("Robeson Hong Kong"). In May 1993, Robeson filed a petition for
bankruptcy under Chapter 11 of the Bankruptcy Act. In September
1993, the Company filed a proof of claim in such proceeding as a
secured creditor to recover such advances, related accrued
interest and other costs.
In September 1994, pursuant to a Plan of Reorganization (the
"Plan"), Robeson issued to the Company a promissory note (the
"Note") in the principal amount of $385,000. The Note provides
for the payment of interest at the rate of 8% per annum and the
repayment of principal in 48 consecutive monthly installments.
Such installments cover an aggregate of 5% of the principal amount
of the Note during the initial six months, an additional 7.5%
thereof during the following six months, an additional 37.5%
thereof during the following 12 months, an additional 25% thereof
during the following 12 months and the final 25% thereof during
the last 12 months of the Note. The Note is secured by all the
outstanding shares of capital stock of Robeson's wholly-owned Hong
Kong subsidiary. In addition, pursuant to the Plan, the Company
received a nominal minority equity interest in Robeson.
F-8<PAGE>
The first three payments under the Note were received by the
Company in October, November and December 1994. Effective January
1995, Robeson ceased making payments under the Note. In March
1995, the Company demanded full payment of the Note, foreclosed
its security interest with respect to the Hong Kong stock and
purchased such shares at an auction sale. In September 1995, the
Company agreed to cancel the Note in consideration for the
issuance by Robeson of a new promissory note in the principal
amount of $125,000 (the "New Note"). The New Note provides for
interest at the rate of 8% per annum and is payable in 27
consecutive monthly installments of $5,000. The Company has
received all installments due to date under the New Note.
5. Accrued Expenses
At December 31, 1995, accrued expenses consists of the
following:
Rent $ 74,655
Professional fees 18,061
Payroll and related costs 14,995
Deferred compensation (Note 6) 16,039
Room tax 7,800
Other 7,951
$ 139,501
=======
<PAGE>
6. Deferred Compensation
The Company has an agreement to pay special compensation to
certain employees who at the date of retirement have accumulated
20 years of uninterrupted service. Maximum amount payable per
employee is $3,000. At the effective date, there were seven
employees covered by this plan, four of them with 15 years of
accumulated service. The accrual is being done pro-ratably from
the inception of the plan to the date each employee is eligible
for benefits. At December 31, 1995, there was $16,039 shown as
accrued expenses payable.
7. Debentures Payable:
In 1971, the Company, pursuant to a plan of arrangement, issued
a series of debentures which matured in 1977. As of December 31,
1995, $154,200 of these debentures have not been presented for
F-9
payment. Accordingly, this balance has been included as a current
liability in the accompanying consolidated balance sheet.
Interest has not been accrued on the remaining debentures payable.
In addition, no interest or other charges have been accrued with
regard to any escheat obligation of the Company.
8. Related Party Transaction:
During the years ended December 31, 1995 and 1994, the Company
leased its corporate office facility from a partnership of which
a stockholder/officer is a member. Rent expense amounted to
$6,000 for each of the years ended December 31, 1995 and 1994.
9. Income Taxes:
The 1995 and 1994 income of IAH, Inc., a wholly-owned
subsidiary has been calculated excluding the loss of Extech, as
it is separately taxed under the laws of Puerto Rico. A
provision of $5,676 and $5,288 respectively, has been made for
this tax liability.
For federal income taxes, the Company has a net operating
loss carryforward of approximately $700,000 available to offset
future taxable income and approximately $1,500,000 of capital
loss carryforwards available to offset future capital gains. In
addition, the Company has general business tax credit
carryforwards available to reduce future income taxes of
approximately $79,000. If not utilized, these credits are
scheduled to expire in various amounts through 2010. The
Company incurred operating losses during the past three years
and losses are expected in the early subsequent periods. As a
result, the Company has not recorded a deferred tax asset in
1995 due to the fact that a 100% valuation allowance would be
needed.
10. Commitment and Contingency:
IAH, Inc. leases the International Airport Hotel property
pursuant to an operating lease with the Puerto Rico Ports\
Authority ("Ports Authority"), which expired in December 1995. IAH
is of the belief that pursuant to a supplemental lease agreement,
it retained the opinion to continue the lease for a period of five
years to December 31, 2000. On August 3, 1994, an amendment to
the lease agreement provided for the annual rental payments to be
equal to the greater of $169,400 or 20% of the annual gross
F-10
revenues, as defined, effective January 1, 1994. Total rent
expense under this lease amounted to $191,335 for 1995 and
$172,194 for 1994.
Based upon IAH's refusal to acknowledge that, effective January
1, 1996, it occupied the Hotel on a month-to-month basis, in
February 1996, the Port Authority requested that IAH vacate,
surrender and deliver the premises by February 29, 1996.
Following the receipt of such request, IAH brought an action in
the Superior Court of San Juan, Puerto Rico for declaratory
judgment and possessory injunction against the Ports Authority
with respect to the Hotel. The action seeks a declaratory
judgment that, among other alternatives, IAH exercised an option
with respect to its lease for the Hotel for an extension of the
term of five years commencing on January 1, 1996 or that the Ports
Authority executed a new lease agreement for a ten year period
commencing on such date.
11. Stockholders' Equity:
a. Stock options
The Company maintains a stock option plan which provides for
the granting of options to individuals rendering service to the
Company to purchase up to 300,000 shares of common stock of the
Company. Such options may be either incentive stock options or
non-statutory stock options. No options have been granted as of
December 31, 1995.
b. Common shares reserved
Stock Option Plan 300,000
12. Income Per Share:
Net income per common share was computed using the weighted
average number of shares of common stock outstanding during each
period presented.
13. Major Customer:
Sales to a major customer approximated 15% and 10% of total room
sales for the years ended December 31, 1995 and 1994, respectively.
14. Fair Value of Financial Instruments:
In 1995, the Company adopted Financial Accounting Standards
Board Statement No. 107, which requires disclosures about the fair
value of the Company's financial instruments. The methods and
assumptions used to estimate the fair value of the following
classes of financial instruments were:
Current Assets and Current Liabilities: The carrying amount
of cash and temporary cash investments, current receivables and
payable and certain other short-term financial instruments
approximate their fair value.
The carrying amount and fair value of the Company's financial
instruments at December 31, 1995 are as follows:
Carrying Fair
Amount Value
Cash and cash equivalents $644,956 $644,956
Accounts receivables 52,421 52,421
Notes receivable 39,180 39,180
Debentures payable 154,200 154,200
Other current liabilities 143,057 143,057
15. Letter of Intent:
In February 1996, the Company signed a letter of intent to
acquire a telecommunications interexchange carrier engaged in the
design, development and marketing of prepaid telephone calling
cards and other telephone products. The Company is in the process
of beginning its due diligence investigations. The terms of the
letter of intent provide for the issuances of shares of common
stock of the Company, and options for the purchase of shares of
common stock, which would represent 40% of the outstanding common
shares of the Company. The letter of intent also provides for the
issuance of additional shares and options representing up to an
additional 10% of the outstanding common shares provided certain
revenues and pre-tax earnings levels are met.
F-13
