<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the Quarterly Period Ended September 30, 1995
Commission File Number 1-0096
STRIKER INDUSTRIES, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 84-0834953
(state or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
One Riverway, Suite 2450
Houston, Texas 77056
(Address of principal executive offices)
(713) 622-4092
(Issuer's telephone number)
Not Applicable
(Former name if changed since last report)
Indicate by check mark whether the issuer (1) filed all reports required to be
filed by section 13 or 15(D) of the Securities Exchange Act of 1934 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 ___
As of November 14, 1995, there were 10,599,563 shares of Common Stock, par
value $0.20 per share, outstanding and no shares of Preferred Stock, par value
$0.20 per share, were outstanding.
Transitional Small Business Disclosure Format (check one)
Yes ______ No ___X___
Page 1 of 15
<PAGE> 2
INDEX TO QUARTERLY REPORT ON FORM 10-QSB
<TABLE>
<S> <C> <C>
PART I. FINANCIAL INFORMATION PAGE NO.
- ------- --------------------- --------
Item 1. Financial Statements
Consolidated Balance Sheet 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II. OTHER INFORMATION
- -------- -----------------
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a
Vote of Security Holders 13
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
</TABLE>
Page 2 of 15
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
STRIKER INDUSTRIES, INC., AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
September 30,
1995
-------------
(Unaudited)
ASSETS
------
<S> <C>
CURRENT ASSETS:
Cash $ 221,622
Certificate of deposit 363,774
Marketable securities 57,298
Accounts receivable -
Trade 1,069,488
Pulp Hedge 451,334
Other 398,341
Inventories -
Raw materials 114,689
Finished goods 334,911
Spare parts and supplies 226,823
Prepaid expenses and other current assets 482,004
------------
Total current assets 3,720,284
PROPERTY AND EQUIPMENT, net 15,737,016
DEFERRED FINANCING COSTS AND OTHER, net 363,664
------------
Total assets $ 19,820,964
============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Trade accounts payable $ 2,070,298
Accrued liabilities 383,718
Revolving Lines of Credit 1,199,748
Insurance premium note payable 201,473
Term Loans, current portion 118,200
Current obligations under capital leases 54,602
------------
Total current liabilities $ 4,028,039
LONG-TERM LIABILITIES:
Note payable to an affiliate 75,814
Capital leases, net of current portion 62,096
10.25% Subordinated Notes Payable 1,200,000
Term Loans, net of current portion 1,127,250
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $0.20 par value, 25,000,000 shares
authorized, 10,599,563 shares issued 2,119,913
Stock Subscriptions Receivable (450,000)
Warrants 100,000
Additional paid-in capital 14,009,960
Retained deficit (2,452,108)
-----------
Total stockholders' equity 13,327,765
-----------
Total liabilities and stockholders' equity $19,820,964
===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
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<PAGE> 4
STRIKER INDUSTRIES, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
--------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES $ 2,407,595 $ 2,144,843 $ 6,506,151 $ 6,107,784
COST OF SALE 1,869,473 2,474,633 5,192,065 6,455,660
----------- ----------- ----------- -----------
Gross margin $ 538,122 $ (329,790) $ 1,314,086 $ (347,876)
SELLING, GENERAL AND ADMINISTRATIVE 644,218 428,938 1,399,758 1,268,922
----------- ----------- ----------- -----------
Operating loss $ (106,096) $ (758,728) $ (85,672) $(1,616,798)
OTHER INCOME (EXPENSE):
Interest expense, net (65,753) (30,650) (135,464) (230,994)
Other income, net 774 138,747 18,405 144,688
----------- ----------- ----------- -----------
LOSS BEFORE INCOME TAXES
AND EXTRAORDINARY ITEM (171,075) (650,631) (202,731) (1,703,104)
----------- ----------- ----------- -----------
INCOME TAXES - - - -
----------- ----------- ----------- -----------
NET LOSS BEFORE
EXTRAORDINARY ITEM ($ 171,075) $ (650,631) ($ 202,731) ($1,703,104)
----------- ----------- ----------- -----------
EXTRAORDINARY ITEM - GAIN
ON EXTINGUISHMENT OF DEBT - - - 2,101,495
----------- ----------- ----------- -----------
NET INCOME (LOSS) ($ 171,075) ($ 650,631) ($ 202,731) $ 398,391
=========== =========== ============ ===========
INCOME (LOSS) PER SHARE
Before Extraordinary Item ($ 0.02) ($0.08) ($0.02) ($ 0.20)
Extraordinary Item - - - 0.24
----------- ----------- ----------- -----------
Net Income (Loss) Per Share ($0.02) ($0.08) ($0.02) $0.04
AVERAGE NUMBER OF
COMMON SHARES
OUTSTANDING 10,599,563 8,650,271 9,640,868 8,650,271
=========== =========== ============ ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 4 of 15
<PAGE> 5
STRIKER INDUSTRIES, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1995 1994
----------- -----------
<S> <C> <C>
NET INCOME (LOSS) $ (202,731) $ 398,391
Adjustments to reconcile net income (loss) to net cash from
operating activities -
Extraordinary Gain - (2,101,495)
Depreciation and amortization 548,264 461,627
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (910,029) 229,854
Increase in inventories (81,498) (304,960)
(Increase) decrease in prepaid expenses and other current
assets (287,555) 28,518
Increase in accounts payable and accrued liabilities 1,250,467 272,609
Decrease in dry felt obligation - (75,339)
----------- -----------
Total adjustments to net income (loss) $ 519,649 ($1,489,186)
----------- -----------
Net cash provided (used) by operating activities $ 316,918 ($1,090,795)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Gain on Pulp Hedge (467,774) -
Purchases of property and equipment (3,145,857) (1,016,200)
Increase in deferred costs and other (583,532) (404,620)
Purchase of marketable securities (50,000) -
(Purchase) redemption of certificate of deposit (363,774) 250,000
----------- -----------
Net cash used in investing activities ($4,610,937) ($1,170,820)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible subordinated notes - 2,500,000
Proceeds of 1995 Subordinated Notes 1,200,000 -
Warrant proceeds, net 879,000 -
Warrant exercise proceeds, net 973,336 -
Capital contributions - 79,858
Proceeds from issuance of note payable to an affiliate - 723,398
Shareholder advances 1,188,500 500,000
Repayment of shareholder advances (2,005,618) (500,000)
Payments on treasury stock purchase obligation - (1,000,000)
Net proceeds (repayments) of revolving lines of credit 1,116,399 (499,140)
Proceeds of term loans 1,275,000 -
Payments received on stock subscriptions receivable - 700,000
Principal payments under term loans (29,550) -
Principal payments under insurance premium note payable (67,297) (59,513)
Principal payments under capital leases (32,868) (9,550)
----------- -----------
Net cash provided by financing activities $ 4,496,902 $ 2,435,053
----------- -----------
NET INCREASE (DECREASE) IN CASH 202,883 173,438
CASH, beginning of period 18,739 49,947
----------- -----------
CASH, end of period $ 221,622 $ 223,385
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 5 of 15
<PAGE> 6
STRIKER INDUSTRIES, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: GENERAL
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the
Company after the elimination of all material intercompany accounts and
transactions.
Interim Financial Information
The consolidated interim financial statements included herein are unaudited;
however, they include all adjustments of a normal recurring nature which, in the
opinion of management, are necessary to present fairly the consolidated
financial position of the Company at September 30, 1995, and the consolidated
results of operations for the three-month and nine-month periods ended September
30, 1995, and 1994 and consolidated cash flows for the nine month periods ended
September 30, 1995, and 1994.
2. DEBT:
<TABLE>
<CAPTION>
September 30,
1995
----
(Unaudited)
<S> <C>
Subordinated notes payable, 10.75% interest, due 12/31/98 1,200,000
Note Payable to an affiliate 75,814
STEPHENS FACILITY:
Term loan, prime + 3% interest, due 5/31/98 885,450
Revolving line of credit, prime + 3% interest 756,399
CANADIAN FACILITY:
Term loan, prime + 2.5% interest, due 5/31/98 360,000
Revolving line of credit, prime + 2.5% interest 443,349
Capitalized lease obligations bearing interest at rates from
10% to 18%, maturing between 1995 and 1998, secured by
Underlying machinery, vehicles and computer equipment. $ 116,698
-----------
3,837,710
Less - Current maturities (1,372,550)
-----------
$ 2,465,160
===========
</TABLE>
Interest paid for the nine months ended September 30, 1995, and 1994, was
$10,982 and $258,665, respectively.
During the quarter ended June 30, 1995, the Company entered into a financing
agreement consisting of a term loan based upon the liquidation value of certain
of the Company's fixed assets at the Stephens mill and a revolving line of
credit based upon eligible accounts receivable (collectively the "the Stephens
Facility"). Advances under the Facility are limited to $2,500,000 in the
aggregate and bear interest at prime plus 3%.
On July 28, 1995, the Company's Canadian Subsidiary, Striker Paper Canada, Inc.
("Striker Canada"), entered into a financing agreement with a Canadian lender
consisting of a term loan based upon the liquidation value of certain of Striker
Canada's fixed assets and a revolving line of credit based upon eligible
accounts receivable (collectively "the Canadian Facility"). Advances under the
Canadian Facility are limited to $2,000,000 Canadian in the aggregate and bear
interest at Canadian prime + 2.5%.
Page 6 of 15
<PAGE> 7
NOTE 3: STOCKHOLDERS' EQUITY
During the quarter ended March 31, 1995, the Registrant authorized the issuance
of 1,000,000 Warrants to purchase one share each of Common Stock of the
Registrant at a Warrant Price of $1.50 per warrant and an Exercise Price of
$2.00 per share escalating to $2.65 per share over the term of the Warrant which
expires on February 28, 1997. During the quarter ended March 31, 1995, $850,000
was received by the Registrant upon issuance of 566,668 Warrants. During the
quarter ended June 30, 1995, an additional $100,000 was received upon issuance
of 66,667 Warrants.
During the quarter ended June 30, 1995, $1,133,336 was received by the
Registrant for 566,668 shares of Common Stock of the Registrant were purchased
upon exercise of the Warrants at $2.00 per share. As of September 30, 1995,
66,667 warrants remained outstanding.
The Company paid $71,000 upon the issuance and $160,000 upon the exercise, in
commissions to an affiliate of the Company in connection with the placement and
exercise of the Warrants during the six months ended June 30, 1995. The Company
reflected the commissions paid as a reduction of Additional Paid in Capital as
of September 30, 1995.
NOTE 4: COMMITMENTS AND CONTINGENCIES
During the nine months ended September 30, 1995, the Company entered into sales
contracts (the Sales Contracts) with three of its major customers. Under terms
of the Sales Contracts, the customers are required to purchase at least 1,900
tons of dry felt each month, in the aggregate, for a period of eighteen months
at prices based upon the mix of raw materials used in the manufacture of the dry
felt and the market price of the raw materials.
During the quarter ended September 30, 1995, the Company entered into an
agreement with the Sierra Club (Sierra) and the Arkansas Department of Pollution
Control and Ecology (ADPCE) to settle claims brought by those parties concerning
non-toxic discharges in excess of state water permits for the Stephens, Arkansas
mill. The Company paid to ADPCE a civil penalty in the amount of $15,000 for
excess discharges beyond permit allowances into Smackover Creek, near the
Stephens, Arkansas mill. In addition, the Company agreed with ADPCE and Sierra
to contribute $55,000 to environmental projects in the state of Arkansas. The
Company has been working with environmental engineering companies to put in
place the plans and equipment necessary to improve and ultimately eliminate the
non-toxic discharges. The Company has approval from the ADPCE and the state
health department to begin construction of a closed loop system which is
expected to be in place by February 1996. The $15,000 civil penalty and the
$55,000 contribution for environmental projects have been reflected as other
expense in the accompanying consolidated statements of operations for the nine
months ended September 30, 1995.
5. PULP HEDGE CONTRACT
During the six months ended June 30, 1994, certain traditional sources of raw
materials used by Striker Paper Corporation (SPC) were not able to provide the
quantity of raw materials required to meet SPC's level of production of dry felt
at a satisfactory price. Accordingly, SPC experienced a dramatic increase in the
cost of its raw materials. In an effort to mitigate its exposure to rising raw
material costs, the Company created a new subsidiary, Striker Services
Corporation (SSC), to obtain one component of the raw materials, old corrugated
cardboard (OCC), in sufficient quantities to meet its production requirements.
Quantities of OCC obtained in excess of that required to meet SPC's production
level may be sold to third parties at market prices which are expected to be in
excess of SSC's estimated costs.
As result of continued concern about rising raw material costs and the
uncertainty of the success of the OCC gathering operations of SSC, the Company
entered into a Pulp Hedge Contract (the
Page 7 of 15
<PAGE> 8
Hedge) to effectively hedge against rising raw material prices. The terms of the
Hedge provide for a term of five years and for a fixed notional amount which is
an approximation of SPC's pulp needs for production in Stephens, Arkansas. The
Hedge provides that the amount of net gain or loss, as applicable, is equivalent
to the difference between the designated strike price, as set forth in the Hedge
agreement, and the Company's imputed cost. The Hedge provides that SSC's imputed
cost will be the lesser of: (i) SSC's cash cost (as defined) or (ii) 95 percent
of the market price for OCC as quoted in industry publications.
The Hedge was canceled by the Company effective July 1, 1995. No activity was
recorded during the quarter ended September 30, 1995. The $467,774 gain from the
Hedge has been recorded as a reduction of cost of goods sold for the nine months
ended September 30, 1995.
6. ASSET PURCHASE OF THOROLD MILL
On May 5, 1995, the asset purchase transaction of the land, building and
equipment of Northern Globe Building Materials, Inc.'s idled dry felt mill in
Thorold, Ontario, Canada (the "Thorold Mill") pursuant to the Asset Purchase
Agreement between Northern Globe Building Materials, Inc. (Northern), an
independent third party unrelated to the Registrant or any of its affiliates,
and the Registrant dated March 10, 1995 was consummated. The purchase price of
the assets purchased was 1,345,790 shares of common stock of the Registrant and
$250,000 cash. The assets purchased were recorded at the lower of the estimated
fair value of the assets acquired and the sum of the estimated market value of
the shares of Common Stock issued ($5.50 per share), cash paid and acquisition
costs incurred in connection with the purchase. The physical properties and
assets purchased were recorded at the total consideration paid of $8,323,237.
The physical properties and assets purchased had formerly been used to
manufacture dry felt paper, but had not been in operation and had been idled and
wholly inactive for more than two years preceding their purchase by the
Registrant. The Registrant has reactivated the idled dry felt mill and will
produce dry felt at Thorold, Ontario, Canada for sale to parties in the roofing
industry.
Page 8 of 15
<PAGE> 9
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- -----------------------------
1995 1994 1995 1994
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $ 2,407,595 $ 2,144,843 $ 6,506,151 $ 6,107,784
Costs of Sales 1,869,473 2,474,633 5,192,065 6,455,660
----------- ----------- ----------- -----------
Gross Margin 538,122 (329,790) 1,314,086 (347,876)
Selling, General and Administrative 644,218 428,938 1,399,758 1,268,922
----------- ----------- ----------- -----------
Operating Profit/(Loss) (106,096) (758,728) (85,672) (1,616,798)
Interest Expense, Net (65,753) (30,650) (135,464) (230,994)
Other Income 774 138,747 18,405 144,688
----------- ----------- ----------- -----------
Net Income/(Loss) Before Income
Taxes and Extraordinary Item (171,075) (650,631) (202,731) (1,703,104)
----------- ----------- ----------- -----------
Extraordinary Item -
Extinguishment
of Debt - - - 2,101,495
----------- ----------- ----------- -----------
Net Income $ (171,075) $ (650,631) $ (202,731) $ 398,391
=========== =========== =========== ===========
</TABLE>
This discussion should be read in conjunction with the Financial Statements of
the Company included elsewhere in this 10-QSB.
In order to concentrate on maximizing the potentially more profitable sales of
dry felt paper, during August 1994, the Company temporarily suspended
manufacturing asphalt saturated felt. This action has resulted in significant
decreases in payroll-related expenses as well as reductions in other components
of factory overhead. During the nine month period ended September 30, 1995, the
Company has exclusively manufactured dry felt for sale to its customer base. All
sales of saturated felt have come from existing inventories of previously
manufactured saturated felt.
Comparison of Quarters Ended September 30, 1995 and 1994
Sales for the quarter ended September 30, 1995, were $2,407,595, an increase of
12.3% from sales of $2,144,843 for the quarter ended September 30, 1994. This
increase was due primarily to the change in product mix and higher realized
sales prices for dry felt in the 1995 period.
Gross margin improved to $538,122 (22.4% of total sales) for the quarter ended
September 30, 1995 from a negative gross margin of $329,790 (15.4% of total
sales) for the quarter ended September 30, 1994. This improvement was primarily
due to higher realized sales prices for dry felt and the gain on the pulp hedge
during the 1995 period (see Note 5 to the accompanying Consolidated Financial
Statements), versus below - budget realized sales prices for asphalt saturated
felt combined with asphalt saturated felt production inefficiencies during the
1994 period.
Selling, general and administrative expenses increased by $215,280 (50.2%) to $
644,218 for the quarter ended September 30, 1995, from $428,938 for the quarter
ended September 30, 1994. This increase was primarily due to (i) an increase in
administrative salaries and benefits of due to hiring additional full time
employees to staff the Company s administrative, finance and sales offices, and
(ii) an increase in professional fees incurred in connection with the Company s
public filings, contracts, and investment banking matters.
Page 9 of 15
<PAGE> 10
Interest expense, net, increased to $65,753 for the quarter ended September 30,
1995, from $30,650 for the quarter ended September 30, 1994. This increase is
primarily due to the additional term and revolver debt outstanding during the
1995 period.
Other income decreased by $137,973 to $774 for the quarter ended September 30,
1995, from $138,747 for the quarter ended September 30, 1994. This decrease was
due primarily to the non-recurring gain on settlement of litigation which
occurred in 1994.
Because the Company has been in a loss position for financial and income tax
reporting purposes, no current or deferred income tax benefits have been
provided due to the uncertainty of realization of the deferred tax asset.
Comparison of Nine Months Ended September 30, 1995 and 1994.
Sales for the nine months ended September 30, 1995 were $6,506,151 an increase
of 6.5% from sales of $6,107,784 for the nine months ended September 30, 1994.
This increase was due primarily to the change in product mix and higher realized
sales prices for dry felt during the 1995 period.
Gross margin increased to $1,314,086 (20.2% of total sales) for the nine months
ended September 30, 1995 from a negative gross margin of $347,876 (5.7% of total
sales) for the nine months ended September 30, 1994. This increase was primarily
due to higher realized sales prices for dry felt and the gain on the pulp hedge
during the 1995 period (see Note 5 to the accompanying Consolidated Financial
Statements), versus below -budget realized sales prices for asphalt saturated
felt combined with asphalt saturated felt production inefficiencies during the
1994 period.
Selling, general and administrative expenses increased by $130,836 (10.3%) to
$1,399,758 for the nine months ended September 30, 1995 from $1,268,922 for the
nine months ended September 30, 1994. This increase was primarily due to (i) an
increase in administrative salaries and benefits due to hiring additional full
time employees to staff the Company s administrative, finance and sales offices,
(ii) an increase in professional fees incurred in connection with the Company s
public filings, contracts, treasury stock purchase, and investment banking
matters.
Interest expense, net, decreased to $135,464 for the nine months ended September
30, 1995 from $230,994 for the nine months ended September 30, 1994. This
decrease was primarily due to the higher interest rates charged on the
receivables finance facility during the 1994 period and due to the convertible
subordinated notes outstanding during the 1994 period.
Other income decreased by $126,283 to $18,405 for the nine months ended
September 30, 1995, from $144,688 for the nine months ended September 30, 1994.
This decrease was due primarily to the non-recurring gain on the settlement of
litigation which occurred in 1994.
Because the Company has been in a loss position for financial and income tax
reporting purposes, no current or deferred income tax benefits have been
provided due to the uncertainty of realization of the deferred tax asset.
Cash Flows - Comparison of Nine Months ended September 30, 1995 and 1994.
Cash flows from operating activities increased from a negative $1,090,795 for
the nine months ended September 30, 1994, to a positive $316,918 for the nine
months ended September 30, 1995. The increase was primarily the result of the
smaller operating loss in the 1995 period.
Page 10 of 15
<PAGE> 11
Cash flows used in investing activities increased from $1,170,820 for the nine
months ended September 30, 1994, to $4,610,937 for the nine months ended
September 30, 1995. This increase was due primarily to expenditures for fixed
asset improvements at the Company s Thorold Mill.
Cash flows provided by financing activities increased $2,061,849 from $2,435,053
for the nine months ended September 30, 1994, to $4,496,902 for the nine months
ended September 30, 1995. This increase was primarily due to the proceeds of the
revolving lines of credit and term debt facilities during the 1995 period.
Liquidity and Capital Resources
Certain stockholders of the Company have agreed to provide additional financial
support in the event the Company does not have available cash or cash
equivalents to meet its then current obligations and continue its normal
business operations. This additional support, not exceeding in the aggregate
$3,000,000 during a 18-month period ending September 30, 1996, would only be
provided if liquid assets or financing from other sources cannot be arranged. As
of September 30, 1995, no advances have been received from stockholders pursuant
to this agreement.
During the quarter ended March 31, 1995, the Registrant authorized the issuance
of 1,000,000 Warrants to purchase one share each of Common Stock of the
Registrant at a Warrant Price of $1.50 per warrant and an Exercise Price of
$2.00 per share escalating to $2.65 per share over the term of the Warrant which
expires on February 28, 1997. During the quarter ended March 31, 1995, $850,000
was received by the Registrant upon issuance of 566,668 Warrants and during
April 1995, an additional $100,000 was received upon the issuance of 66,667
Warrants. The Warrants are identical in form and content, varying only as to
their dates of issuance. Warrants covering an aggregate of 566,668 shares of the
Registrant's Common Stock were exercised during the quarter ended June 30, 1995
at the Exercise Price of $2.00 per share and the Registrant received $1,133,336
upon the exercise thereof. As of September 30, 1995, 66,667 warrants remain
outstanding. The Warrants contain an undertaking of the Registrant to effect a
"shelf registration" with respect to shares of the Registrant issuable upon the
exercise thereof. Pursuant to such undertaking, the Registrant filed a
Registration Statement on Form S-3 with the Securities and Exchange Commission
during the quarter ended June 30, 1995, which Registration Statement was
effective August 16, 1995. The Company paid $71,000 upon the issuance and
$160,000 upon the exercise, in commissions to an affiliate of the Company in
connection with the placement and exercise of the Warrants during the nine
months ended September 30, 1995.
On May 4, 1995, the Company entered into a financing agreement consisting of a
term loan based upon the liquidation value of certain of the Company's fixed
assets at the Stephens mill and a revolving line of credit based upon eligible
accounts receivable (collectively "the Stephens Facility"). Advances under the
Stephen's Facility are limited to $2,500,000 in the aggregate and bear interest
at prime plus 3%.
On July 28, 1995, the Company's Canadian Subsidiary, Striker Paper Canada, Inc.
("Striker Canada"), entered into a financing agreement with a major Canadian
lender. The financing agreement consists of a term loan based upon the
liquidation value of certain of the Striker Canada s fixed assets and a
revolving borrowing line of credit based upon eligible accounts receivable
(collectively "the Canadian Facility"). Advances under the Canadian Facility are
limited to $2,000,000 Canadian in the aggregate and bear interest at Canadian
prime + 2.5%. The Canadian Facility requires the Striker Canada to keep a
$500,000 Canadian certificate of deposit at the Canadian lender as additional
collateral.
The Company believes its existing funds, cash generated by anticipated
operations, collections on sales, and its existing financial arrangements will
adequately fund the cash needs of the Company s anticipated operations during
the next year. However, to continue to expand its business and meet working
capital requirements, the Company may need to borrow additional amounts or
obtain an additional third-party credit facility. The Company remains flexible
to pursue alternate financing arrangements which might include private or public
sales of equity or debt securities and participation in municipal or government
bond financing programs.
Page 11 of 15
<PAGE> 12
The ability of the Company to achieve successful operations and realize its
assets is dependent upon many factors including successful operation of the dry
felt (and ultimately its saturating) lines, penetration of existing markets at
profitable margins and volume levels, and continued cash liquidity.
Page 12 of 15
<PAGE> 13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Registrant is not a party to any pending legal proceeding, nor is
any of its property subject to any legal proceeding.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
(1) Pursuant to an undertaking of the Registrant to effect a "shelf
registration" with respect to an aggregate of 633,335 shares of common stock of
the Registrant issuable upon the exercise of Warrants of the Registrant covering
such shares and expiring February 28, 1997, the Registrant filed a Registration
Statement on Form S-3 with the Securities and Exchange Commission, which
Registration Statement became effective on August 16, 1995.
(2) On May 4, 1995, the Company entered into a financing agreement
consisting of a term loan based upon the liquidation value of certain of the
Company's fixed assets at the Stephens mill and a revolving line of credit based
upon eligible accounts receivable (collectively "the Stephens Facility").
Advances under the Facility are limited to $2,500,000 in the aggregate and bear
interest at prime plus 3%.
(3) Effective July 26, 1995, the Company entered into an agreement
with the Sierra Club (Sierra) and the Arkansas Department of Pollution Control
and Ecology (ADPCE) to settle claims brought by those parties concerning
non-toxic discharges in excess of state water permits for the Stephens, Arkansas
mill. The Company paid to ADPCE a civil penalty in the amount of $15,000 for
excess discharges beyond permit allowances into Smackover Creek, near the
Stephens, Arkansas mill. In addition, the Company agreed with ADPCE and Sierra
to contribute $55,000 for environmental projects in the state of Arkansas. The
Company has been working with environmental engineering companies to put in
place the plans and equipment necessary to improve and ultimately eliminate the
non-toxic discharges. The Company has preliminary approval from the ADPCE and
the state health department to begin construction of a closed loop system which
is expected to be in place by February 1996. The $15,000 civil penalty and the
$55,000 contribution for environmental projects have been reflected as other
expense in the accompanying consolidated statements of operations for the three
and six month periods ended June 30, 1995.
(4) On July 28, 1995, the Company's Canadian Subsidiary, Striker
Paper Canada, Inc., entered into a financing agreement with a major Canadian
lender. The financing agreement consists of a term loan based upon the
liquidation value of certain of Striker Canada s fixed assets and a revolving
borrowing line of credit based upon eligible accounts receivable (collectively
"the Canadian Facility"). Advances under the Canadian Facility are limited to
$2,000,000 Canadian in the aggregate and bear interest at Canadian prime + 2.5%.
The Canadian Facility requires the Striker Canada to keep a $500,000 Canadian
certificate of deposit at the Canadian lender as additional collateral.
Page 13 of 15
<PAGE> 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Financial Data Schedule.
(b) Reports on Form 8-K:
None.
Page 14 of 15
<PAGE> 15
SIGNATURES:
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
STRIKER INDUSTRIES, INC.
DATE: November 14, 1995 BY: David A. Collins
-----------------------------
David A. Collins Chief
Executive Officer
DATE: November 14, 1995 BY: Matthew D. Pond
-----------------------------
Matthew D. Pond
Chief Financial Officer
Page 15 of 15
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