<PAGE> 1
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED FEBRUARY 29, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________________ to ________________
Commission file number: 0-2572
STEEL CITY PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 55-0437067
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2751 CENTERVILLE ROAD SUITE 3131
WILMINGTON, DELAWARE 19803
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 416-0717
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to section 12(g) of the Act:
<TABLE>
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
<S> <C>
COMMON STOCK, $0.01 PAR VALUE PER SHARE NONE
</TABLE>
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
Aggregate market value at May 1, 2000 of the voting stock held by non-affiliates
of the registrant: $226,114.
At May 1, 2000 the registrant had 3,238,061 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
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PART I
ITEM 1. BUSINESS
BACKGROUND OF STEEL CITY PRODUCTS, INC.
Steel City Products, Inc. ("SCPI" or the "Company") was incorporated in
West Virginia in 1959, and in 1963 became known as Heck's, Inc. Prior to 1990,
Heck's, Inc. operated a Retail Division consisting of a chain of discount
department stores. In September 1990, all of the assets of the Retail Division
were sold to Retail Acquisition Corp. ("RAC").
The Company was reincorporated in Delaware under the name Hallwood
Industries Incorporated in 1990, and in January 1993 the Company changed its
name to Steel City Products, Inc.
The Steel City Products automotive distribution business which was
founded in 1947 was acquired in 1969. The operations of SCPI comprise the
distribution of automotive parts and accessories under the name Steel City
Products. In fiscal 1997, SCPI established a division to distribute non-food pet
supplies.
FORMATION OF OAKHURST COMPANY, INC.
Oakhurst Company, Inc. ("Oakhurst") was formed as part of a merger
transaction in 1991, in which SCPI became a majority-owned subsidiary of
Oakhurst. In accordance with the merger agreement, Oakhurst owns 10% of the
outstanding SCPI common stock and all of the SCPI Series A Preferred Stock.
Pursuant to the merger, SCPI became a special, limited purpose
subsidiary that concentrates on its historical distribution business, while any
future growth and expansion opportunities are expected to be pursued by Oakhurst
or its subsidiaries. Because Oakhurst's ownership of SCPI is primarily in the
form of preferred stock, Oakhurst retains the value of SCPI. Oakhurst's
ownership of SCPI facilitates the preservation and utilization of SCPI's and
Oakhurst's net operating tax loss carry-forwards and capital losses, which
amount to approximately $158 million at February 29, 2000.
OPERATIONS
SCPI primarily distributes automotive accessories. These products
include functional and decorative car and truck accessories (such as floor mats,
seat covers, mirrors, running boards, lights and wheel covers) car care products
(including waxes and paints) chemicals (such as antifreeze, windshield washer
fluid and motor oil) and car repair and maintenance items (including spark
plugs, windshield wipers, and air and oil filters). In fiscal 1997, SCPI
introduced non-food pet supplies to its merchandise selection. Although pet
supplies were not typical of SCPI's historical merchandise mix, management
determined that the availability of existing customers which sell both pet
supplies and automotive accessories, combined with SCPI's distribution expertise
and infrastructure, offered an opportunity to increase sales by opening a pet
supplies division. SCPI's automotive and pet operations are conducted from a
leased facility in McKeesport, Pennsylvania.
Historically, much of SCPI's business has been performed on a service
basis, which involves visits by its sales personnel to customers' stores to
count and re-order merchandise; generally, these re-orders are transmitted
electronically to SCPI's offices in McKeesport. However, in recent years a
growing proportion of its customers electronically transmit their own orders to
SCPI's headquarters. Since many orders are generated electronically and are
shipped within a few days of receipt, the size of SCPI's order backlog is not
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relevant to an understanding of the business. Shipments are either made directly
to each of the customers' stores or are pre-packed for onward shipment to
stores by the retailers' own distribution centers. SCPI also provides price
ticketing and associated services to those of its customers who request such
services.
Sources of Supply
SCPI acquires its merchandise from a large number of suppliers, none of
which accounts for more than 15% of its revenues. Many of the products sold by
SCPI carry nationally-advertised brand names, but because of the diversity and
number of suppliers and products carried, the business is not generally
dependent on the continued availability of individual products or continued
dealings with existing supply sources. From time to time, market or seasonal
conditions may affect the availability of certain merchandise, but not to the
extent that the Company believes would materially impact its business.
SCPI generally carries in inventory only those products that its
customers have identified as necessary for their own merchandising needs, and
does not acquire significant quantities of other merchandise.
Seasonality
SCPI's automotive business is seasonal, being slower in the early
winter months than at other times of the year. In anticipation of higher sales
volume in the spring and summer, SCPI carries higher automotive inventories. As
is customary in the automotive aftermarket, many suppliers allow extended
payment terms to SCPI for such inventory build-ups and in turn, SCPI grants
extended payment terms to many of its customers to facilitate their inventory
build-ups.
SCPI's pet supply business experiences different seasonal trends from
its automotive business, but the effect of this is not material to the overall
business.
SCPI's needs for working capital are affected by these seasonal
fluctuations (see Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources").
Customer Base
SCPI's customers include general merchandise retail chains, automotive
specialty stores, supermarket chains, drug stores, hardware stores, variety
stores and other automotive accessory distributors. Most customers are based in
the northeastern United States, although stores operated by some customers are
located outside of that area. There are no foreign sales.
SCPI's customers are continually affected by changes in the retail
environment, including the competitive pressures facing regional mass
merchandisers and the growing influence of national automotive specialty chains.
These have led to fluctuations in the level of business that SCPI enjoys with
individual customers. Some customers have changed their buying practices to
acquire certain merchandise direct from manufacturers rather than through
distributors such as SCPI.
In its efforts to offset these trends, SCPI has added new customers,
expanded its product offerings to certain customers, enlarged the territory that
it serves and introduced new categories of products. These efforts have helped
to stabilize SCPI's customer base. Sales in fiscal 2000 increased by 11%
compared with sales in 1999 and 1998. SCPI continues to pursue new customer
relationships that, if concluded, could continue this upward trend in fiscal
2001; however, there can be no assurance that such new business can be secured.
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The following table shows sales to SCPI's customers that individually
accounted for more than 10% of sales during any of the latest three fiscal years
(dollars in thousands):
<TABLE>
<CAPTION>
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
February 29, 2000 February 28, 1999 February 28, 1998
----------------- ----------------- -----------------
% of % of % of
Sales Sales Sales Sales Sales Sales
-------- ------ ------- ----- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Ames $ 3,144 16% $ 1,955 11% $ 2,178 12%
Kroger $ 2,037 10% $ 1,745 9% $ 1,263 7%
</TABLE>
None of SCPI's business is based on government contracts, and there are
no long-term sales contracts with any customers.
Competition
Both the automotive parts and accessories distribution industry and the
non-food pet supply industry are highly competitive, with several similar
companies operating in SCPI's market place, and many of SCPI's suppliers also
offer their products directly to retailers. Management is unable to quantify
SCPI's relative size in the distribution industry or in relation to its
competitors. SCPI competes on the basis of the breadth of merchandise offered,
price, level of service, order fill rates and order turnaround times. Management
believes that SCPI's long history, good reputation, experienced management,
product selection, pricing, service levels and high order fill rates enable it
to compete favorably with other distributors.
Regulation
SCPI's management does not anticipate that existing or known pending
environmental legislation or other regulations will require major capital
expenditures or will affect its operations.
Employees
SCPI employs approximately 55 persons, of whom about 45 are employed in
the headquarters office and distribution facility in McKeesport. Most of the
others are field personnel. Senior executives, including the Chairman, Bernard
H. Frank (a founder of Steel City Products in 1947) and President, Terrance
Allan, have many years of service with SCPI and are employed under long-term
contracts.
Warehouse and certain office employees of SCPI are represented by Local
636 of the International Brotherhood of Teamsters. SCPI believes that it has
experienced generally good labor relations, and no significant labor disputes
have affected its business in recent years. The union contract was recently
renewed for a three year term through November 2002.
ITEM 2. PROPERTIES
SCPI has operated its business from a leased, 67,000 square-foot
building located in an industrial park in McKeesport, Pennsylvania since
December 1997 when its former warehouse in Pittsburgh was sold.
ITEM 3. LEGAL PROCEEDINGS
There are no material legal proceedings pending against the Company.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended February 29, 2000.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
As a result of the merger transaction with Oakhurst in fiscal 1992 (see
Item 1, "Business - Formation of Oakhurst Company, Inc."), most of the Company's
value is vested in Oakhurst. As a result of the merger, the Company's stock
price fell below the NASDAQ minimum bid price of $1.00 per share and on July 14,
1992 the Company's common stock was removed from listing by NASDAQ.
The Company's stock trades on the OTC Bulletin Board under the symbol
"SCTP". The following table sets forth the high and low bid price for the
Company's stock for the last two fiscal years.
<TABLE>
<CAPTION>
Fiscal 2000 Fiscal 1999
Quarterly High Quarterly Low Quarterly High Quarterly Low
-------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
Quarter 1 $0.03 $0.03 $0.03 $0.03
Quarter 2 $0.03 $0.03 $0.03 $0.03
Quarter 3 $0.04 $0.03 $0.02 $0.02
Quarter 4 $0.05 $0.04 $0.03 $0.03
</TABLE>
No common stock dividends were paid by SCPI during fiscal 2000, 1999 or
1998. Dividend payments are restricted by the covenants under the Company's line
of credit agreement.
Through its ownership of SCPI, primarily in the form of Series A
Preferred Stock, Oakhurst controls the Company and receives substantially all of
the benefit of the Company's operations through the right to receive preferred
stock dividends, which are required to be paid before any common stock dividends
may be paid.
There were approximately 3,800 holders of record of SCPI's common stock
on May 1, 2000.
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ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected financial and other data of Steel
City Products, Inc. and should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations, which
follows, and with the Financial Statements and related Notes.
<TABLE>
<CAPTION>
February 29, February 28, February 28, February 28, February 29,
2000 1999 1998(a)(b) 1997(a) 1996(a)
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
OPERATING RESULTS:
Sales ............................................ $ 20,142 $ 18,092 $ 17,879 $ 18,031 $ 24,647
============ ============ ============ ============ ============
Income (loss) from continuing operations
before income taxes ......................... $ 333 $ 161 $ 1,395 $ (249) $ (255)
Current income tax (expense) benefit ............. (10) (8) -- (9) 136
Deferred income tax expense (d) .................. (1,000) (1,093) (1,500)
------------ ------------ ------------ ------------ ------------
Income (loss) from continuing operations ......... 323 153 395 (1,351) (1,619)
Income from discontinued operations (e) .......... -- -- -- -- 43
Series A Preferred Stock dividends (c) ........... (1,014) (1,014) (1,014) (1,014) (1,016)
------------ ------------ ------------ ------------ ------------
Net loss attributable to common stockholders ..... $ (691) $ (861) $ (619) $ (2,365) $ (2,592)
============ ============ ============ ============ ============
BASIC AND DILUTED PER SHARE AMOUNTS:
Loss from continuing operations after
preferred stock dividends ................... $ (0.21) $ (0.27) $ (0.19) $ (0.73) $ (0.80)
Income from discontinued operations (e) .......... -- -- -- 0.01
------------ ------------ ------------ ------------ ------------
Net loss attributable to common stockholders ..... $ (0.21) $ (0.27) $ (0.19) $ (0.73) $ (0.79)
============ ============ ============ ============ ============
BALANCE SHEET STATISTICS:
Total assets (f) ................................. $ 7,910 $ 7,807 $ 7,699 $ 8,906 $ 11,337
Long-term obligations ............................ $ 3,352 $ 3,029 $ 2,132 $ 3,581 $ 2,216
Series A Preferred Stock face value (c) .......... $ 10,135 $ 10,135 $ 10,135 $ 10,135 $ 10,135
</TABLE>
(a) In fiscal 1999, SCPI elected to change its method of inventory reporting
from LIFO to FIFO. The above data for fiscal 1998, 1997 and 1996 has been
restated to reflect this change as if it had occurred at the beginning of
fiscal 1996. See Note 1 to the Financial Statements.
(b) In fiscal 1998, SCPI sold its 88,000 square foot warehouse in Pittsburgh,
Pennsylvania for a gross sale price of approximately $2.8 million in cash.
SCPI recognized a pre-tax gain of approximately $1.8 million in connection
with the sale.
(c) The Series A Preferred Stock has a dividend rate of $0.5228 per share and
is redeemable at SCPI's option at $5.2282 per share plus any cumulative
dividends in arrears. Through fiscal 2000, dividends of approximately $9.2
million have accumulated since the effective date of the merger; of this
amount, approximately $3.6 million were declared by the Company's Board of
Directors prior to fiscal 1996. Approximately $5.6 million of undeclared
dividends in arrears are outstanding at February 29, 2000. In accordance
with the merger agreement with Oakhurst, a revaluation of the Company was
completed as of fiscal 1994 that resulted in a reduction in the number of
Series A Preferred shares outstanding. Revaluations required subsequent to
fiscal 1994 have not yet been completed. Management expects that such
revaluations, when complete, will result in a cumulative decrease in the
valuation of SCPI and that certain Series A Preferred shares outstanding
and related dividends may be canceled. See Note 2 to the Financial
Statements.
(d) Results for fiscal 1998, 1997 and 1996 include non-cash deferred tax
charges of $1 million, $1.1 million and $1.5 million, respectively,
relating primarily to increases in the Company's valuation allowance of its
deferred tax asset (see Note 7 to the Financial Statements).
(e) In fiscal 1991, SCPI sold its Retail Division to RAC as discussed in Note 8
to the Financial Statements. SCPI remained contingently liable for most
mortgage debt, and for many lease obligations of the Retail Division
following the sale. RAC was forced into bankruptcy in March 1991. RAC's
Reorganization Plan contained provisions for releases in favor of SCPI
together with an injunction against further actions by contingent creditors
against SCPI. Accordingly, SCPI was released from further liability except
for payment of the Creditor Notes as further described in Note 8 to the
Financial Statements.
(f) In February 2000, advances made to Oakhurst of $8.4 million were
reclassified from assets to a component of stockholders' equity because the
repayment of these advances from sources other than the declaration of
SCPI's Series A preferred stock dividends presently appears unlikely. The
above data for periods prior to fiscal 2000 have been revised to reflect a
similar treatment as of each respective balance sheet date.
The accompanying notes are an integral part of these financial statements.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
SCPI is a special, limited purpose, majority-owned subsidiary of
Oakhurst. SCPI is expected to concentrate on its historical distribution
business, while any future growth and expansion opportunities are to be pursued
by Oakhurst or its subsidiaries. Through Oakhurst's ownership of SCPI, primarily
in the form of preferred stock, Oakhurst retains substantially all the value of
SCPI, and receives substantially all of the benefit of operations through
dividends on the preferred stock. Oakhurst's ownership of SCPI is designed to
facilitate the preservation and utilization of SCPI's and Oakhurst's net
operating tax loss carry-forwards and capital losses which amount to
approximately $158 million at February 29, 2000.
LIQUIDITY AND CAPITAL RESOURCES
FINANCING AND LINE OF CREDIT
In addition to cash derived from operations, SCPI's liquidity and
financing requirements are determined principally by the working capital needed
to support its level of business, together with the need for capital
expenditures and the cash required to repay its debt. SCPI's working capital
needs fluctuate primarily in relation to the amounts of inventory it carries
which can change seasonally, the size and timeliness of payment of receivables
from its customers to which from time to time SCPI grants extended payment terms
for their seasonal inventory build-ups, and the amount of credit extended to
SCPI by its suppliers.
In March 1996, Oakhurst obtained financing from an institutional lender
(replacing its then existing bank loan agreement) that provided a total facility
for Oakhurst and its subsidiaries of $9.5 million, comprised of a SCPI term loan
of $1.5 million (the "Fixed Asset Loan") and a maximum revolving credit facility
of $8 million (the "Revolver") (collectively, the "Credit Facility"). The Credit
Facility required that any loans be made directly to Oakhurst's subsidiaries,
including SCPI. The initial funding of the Revolver resulted in a loan to SCPI
of approximately $2.1 million. SCPI immediately advanced those funds to Oakhurst
to enable it to repay a portion of the amounts outstanding under the previous
revolving debt. The advance bore interest at the same rate as the Credit
Facility.
Reflecting certain subsidiary disposals by Oakhurst, the Credit
Facility was amended in June 1997. The agreement principally reduced the maximum
amount available under the Revolver to $7 million subject to a borrowing base,
and amended certain financial covenants. In September 1997, Oakhurst and its
subsidiaries reached an agreement to extend the Revolver beyond its initial two
year term, to March 1999, and paid a renewal fee of $35,000. The Credit Facility
provided for subsequent automatic renewal terms of one year each upon payment of
a renewal fee of 0.5% of the entire line, unless earlier terminated as provided
for in the Agreement.
In part to substantially reduce its overall debt level, in December
1997 SCPI sold its warehouse in Pittsburgh, Pennsylvania for a gross sales price
of approximately $2.8 million in cash. Accordingly, in the fourth quarter of
fiscal 1998 SCPI recorded a pre-tax gain of approximately $1.8 million in
connection with the sale. After repayment of the Fixed Asset Loan secured by the
property, the net proceeds of approximately $1.6 million were used to cover the
expenses of moving to newer, leased premises, to make certain improvements to
such premises, to increase SCPI's levels of working capital and to reduce
amounts outstanding under the Revolver, which had increased during fiscal 1998
as a result of shortfalls in cash from operations.
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In March 1999, the Credit Facility was renewed for one year and amended
to provide only a revolving line of credit (the "Revolver"), increase certain
borrowing base percentages, increase the interest rate to Citibank N.A. base
rate plus 2%, and amend the financial covenants.
In July 2000 Oakhurst and SCPI entered into an agreement with the
institutional lender to identify SCPI as the Borrower (cross-collateralized by
Oakhurst), to provide for a three year term and reduce the total Revolver to
$4.0 million, subject to a borrowing base. Management believes that the Revolver
will provide adequate funding for SCPI's working capital, debt service and
capital expenditure requirements, including seasonal fluctuations for at least
the next twelve months.
At February 29, 2000, SCPI's debt primarily consisted of revolving debt
of $3.2 million under the Revolver.
Management believes that the Revolver will provide adequate funding for
SCPI's working capital requirements for the next twelve months assuming no
material deterioration in current sales or profit margins.
In October 1998, SCPI obtained a low-interest loan from the
Redevelopment Authority of the City of McKeesport (the "Subordinated Loan"). The
Subordinated Loan, which is subordinated to the Revolver, was in the amount of
$98,000 and bears interest at the rate of 5% per annum. The loan, which funded
leasehold improvements, is being repaid in monthly installments through October
2003.
CAPITAL EXPENDITURES
In fiscal 1999, the Company replaced its management information system
with an integrated system which was year 2000 compliant and provided many
additional operating benefits for management. SCPI spent approximately $210,000
on the upgrade.
The Company has no outstanding significant commitments for capital
expenditures.
TAX LOSS CARRY-FORWARDS
At February 29, 2000, SCPI and Oakhurst had net operating tax loss
carry-forwards (the "Tax Benefits") of approximately $158 million, which expire
in the years 2001 through 2013, which shelter most of SCPI's income from federal
income taxes. A change in control of SCPI or Oakhurst in any three-year period
exceeding 50% may lead to the loss of the majority of the Tax Benefits. In order
to reduce the likelihood of such a change of control occurring, SCPI's and
Oakhurst's Certificates of Incorporation include restrictions on the
registration of transfers of stock resulting in, or increasing, individual
holdings exceeding 4.5% of each company's common stock.
Since the regulations governing the Tax Benefits are highly complex and
may be changed from time to time, and since SCPI's and Oakhurst's attempts to
reduce the likelihood of a change of control occurring may not be successful,
management is unable to determine the likelihood of the continued availability
of the Tax Benefits. However, management believes that the Tax Benefits are
currently available in full and intends to take all appropriate steps to help
ensure that they remain available. Should the Tax Benefits become unavailable to
SCPI or Oakhurst, most future income of SCPI and any consolidated affiliate
would not be shielded from federal taxation, thus reducing funds otherwise
available for corporate purposes (see Note 7 to the financial statements).
FORWARD LOOKING STATEMENTS
From time to time the information provided by the Company or statements
made by its directors,
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officers or employees may contain so-called "forward looking" information that
involves risks and uncertainties. In particular, statements contained in Item 1
- "Business" and in this Item 7 - "Management's Discussion and Analysis of
Financial Condition and Results of Operations," which are not historical facts
(including, but not limited to statements concerning anticipated sales, profit
levels, customers, cash flows and availability of financing) are forward looking
statements. The Company's actual future results may differ significantly from
those stated in any forward looking statements. Factors that may cause such
differences include, but are not limited to the factors discussed above as well
as the accuracy of the Company's internal estimates of revenue and operating
expense levels. Each of these factors and others are discussed from time to time
in the Company's Securities and Exchange Commission filings.
RESULTS OF OPERATIONS
Results of operations include the results of SCPI's operating division,
Steel City Products, a distributor of automotive parts and accessories and of
non-food pet supplies, based in McKeesport, Pennsylvania.
Fiscal Year Ended February 29, 2000 Compared with Fiscal Year Ended February 28,
1999
Compared with the prior year, sales increased by $2.0 million. Sales to
existing automotive customers increased by $2.5 million, primarily due to
additional sales to a significant customer which had acquired additional stores
through a merger during the current year, and through additional product
offerings to other customers. Sales to new automotive customers totaled $660,000
in fiscal 2000. These increased sales were offset in part by decreased sales to
existing automotive customers of $1.4 million, as these customers chose to
purchase items directly from the manufacturer or downsized their automotive
departments. Sales of non-food pet products increased by approximately $300,000
compared with the prior year, to $2.3 million in fiscal 2000. Sales to new
customers accounted for approximately $130,000 of the increase.
Gross profits increased by $549,000 in fiscal 2000 compared with the
prior year, due to the increased revenues and to higher margins earned on
certain product lines. Buying and occupancy expenses increased by $15,000 in the
current fiscal year, resulting from higher depreciation expense.
Operating, selling and administrative expenses increased by $64,000
when compared with the prior year, as a result of higher salaries and benefits
and increased commissions due to the higher sales volumes.
There was an increase in the provision for doubtful accounts of $31,000
compared to the prior year resulting from higher receivable levels in the
current year.
Interest expense increased by $59,000, primarily due to an increase in
interest rates on the Revolver and a higher loan balance throughout the current
year due principally to higher levels of inventory.
Fiscal Year Ended February 28, 1999 Compared with Fiscal Year Ended February 28,
1998
Compared with the prior year, sales increased by $211,000. Sales to
existing automotive customers decreased by $718,000, primarily as a result of
bankruptcies, downsizing and competitive pressures encountered by certain of
SCPI's customers. This was partially offset by sales to new automotive customers
of approximately $458,000 and by sales of pet supplies.
Sales of non-food pet supplies were $2.0 million in fiscal 1999,
compared with $1.4 million in the prior year. Sales of pet supplies to new
customers accounted for approximately $473,000 of the increase.
Gross profits decreased by $181,000 in fiscal 1999 compared with the
prior year, due to a decrease
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in gross margin of 1.1% and an increase in buying and occupancy expenses of
$29,000. The decrease in gross margin was largely attributable to several sales
promotions during the second quarter of fiscal 1999. The increase in buying and
occupancy expenses resulted from costs related to operating from rented
facilities in fiscal 1999, while in the prior year operations were conducted
from an owned warehouse that was sold in December 1997.
Operating, selling and administrative expenses decreased by $362,000
when compared with the prior year, resulting from lower management fees paid to
Oakhurst of $213,000, which included a non-recurring fee in the prior year
rendered in connection with the sale of the building, lease negotiations, and
the transfer of SCPI's operations to a new facility. There were also moving
expenses incurred in the prior year and a reduction of $37,000 in general office
expense in the current year.
There was a decrease in the provision for doubtful accounts in the
current year of $112,000 due to the bankruptcy of one of the Company's customers
in the prior year.
Interest expense decreased by $106,000, primarily due to SCPI's
repayment of a term loan in December 1997.
ITEM 7(A). QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
SCPI is exposed to certain market risks from transactions that are
entered into during the normal course of business. The Company's policies do not
permit active trading of, or speculation in, derivative financial instruments.
The Company's primary market risk exposure relates to interest rate risk. SCPI
manages its interest rate risk by attempting to balance its exposure between
fixed and variable rates while attempting to minimize its interest costs.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
<TABLE>
<S> <C>
Independent Auditors' Report ............................................... F-1
Balance Sheets: February 29, 2000 and February 28, 1999 .................... F-2
Statements of Operations for the fiscal years ended
February 29, 2000, February 28, 1999 and February 28, 1998 .............. F-3
Statements of Stockholders' Deficiency for the fiscal years ended
February 29, 2000, February 28, 1999 and February 28, 1998 .............. F-4
Statements of Cash Flows for the fiscal years ended
February 29, 2000, February 28, 1999 and February 28, 1998 ............. F-5
Notes to Financial Statements .............................................. F-6
Financial Statement Schedules for the fiscal years ended February 29,
2000, February 28, 1999 and February 28, 1998:
Schedule II - Valuation and Qualifying Accounts ........................ F-14
</TABLE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The by-laws of the Company currently provide for such number of
directors (but no less than five) as is determined from time to time by the
Board of Directors. In December 1998 the Board voted to increase the number of
directors from six to seven. The following table lists the names and ages (at
May 1, 2000) of the directors, and the year in which each was elected a director
of the Company or its predecessor.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE
---- --- --------
<S> <C> <C>
John D. Abernathy 63 1996
Terrance W. Allan 46 1993
Mark Auerbach 62 1996
Robert M. Davies 49 1996
Bernard H. Frank 79 1993
Maarten D. Hemsley 50 1998
Joel S. Lever 48 1996
</TABLE>
BUSINESS HISTORY OF DIRECTORS
Messrs. Frank and Allan have been executives of the Company for more
than the last five years. Mr. Frank was a founder of Steel City Products
business more than 50 years ago. For more than the last five years, Mr. Frank
has been Chief Executive Officer of the Company and in May 1994, he was elected
Executive Vice President of the Company's parent, Oakhurst Company, Inc.
("Oakhurst"). Mr. Allan has been with the Company since 1987 and was elected
President in June 2000.
Mr. Abernathy. Mr. Abernathy has been Executive Director of Patton
Boggs, LLP, a Washington DC law firm, since January 1995. From March 1991 to
February 1994 he was the Managing Director of Summit, Solomon & Feldesman, a New
York City law firm and from July 1983 until June 1990, Mr. Abernathy was
Chairman and Chief Executive Partner of BDO Seidman, a public accounting firm.
Mr. Abernathy is a director of Barringer Technologies, Inc., a manufacturer of
high sensitivity analytical instruments for chemical sensing and also serves as
a director of Oakhurst. Mr. Abernathy is a certified public accountant.
Mr. Auerbach. Mr. Auerbach was Chairman, President and Chief Executive
Officer of Oakhurst from December 1995 to May 1997 and was Chief Financial
Officer of the Company and of Oakhurst from December 1995 to December 1998. He
has also been Senior Vice President and Chief Financial Officer since April 1993
of Central Lewmar, L.P., a fine paper merchant. From September 1992 until April
1993, he was a partner of Marron Capital, L.P., an investment banking company.
Prior to that, he was President, Chief Executive Officer and Chairman of the
Board of Implant Technology, Inc., a manufacturer of artificial hip systems,
from 1990 to 1992. He is a director of Pharmaceutical Resources, Inc., a generic
drug manufacturer and continues to serve as a director of Oakhurst. Mr. Auerbach
is a certified public accountant.
Mr. Davies. Mr. Davies has been Chairman and Chief Executive Officer of
Oakhurst since May 1997 and was its President from May 1997 to January 1999. He
had also served as a director of SCPI and Oakhurst from 1991 through 1994. Mr.
Davies was a Vice President of Wexford Capital Corporation, which acts as the
investment manager to several private investment funds from 1994 to March 1997.
From November 1995 to March 1997 Mr. Davies also served as Executive Vice
President of Wexford Management LLC, a private investment management company.
From September 1993 to May 1994 he was a Managing Director of Steinhardt
Enterprises, Inc., an investment banking company, and from 1987
-12-
<PAGE> 14
to August 1993, he was Executive Vice President of The Hallwood Group
Incorporated, a merchant banking firm. Mr. Davies serves as a director of
Industrial Acoustics Company, Inc., a New York based engineered products group
specializing in noise control products and systems, and of Maxicare Health Plan,
Inc., a health maintenance organization based in California. Mr. Davies is also
a managing director of Menai Capital, L.L.C., which provides financial and
investment consultancy services primarily to corporations, including to Sterling
Construction Corporation, in which Oakhurst's wholly-owned subsidiary, Oakhurst
Technology, Inc., owns a minority interest.
Mr. Hemsley. Mr. Hemsley was re-elected to the Board of Directors of
the Company and of Oakhurst in December 1998. He had been an employee and
director of SCPI or Oakhurst for many years prior to 1995. In December 1995, he
resigned his positions with SCPI and Oakhurst and served as a consultant to SCPI
and Oakhurst through his wholly-owned financial consultancy company, Bryanston
Management, Ltd.of which he has been President since 1993. Mr. Hemsley currently
serves as President, Chief Operating Officer and Chief Financial Officer of
Oakhurst and is Chief Financial Officer of SCPI. He also serves as a director of
Industrial Acoustics Company, Inc. Mr. Hemsley also serves as a managing
director of Menai Capital, L.L.C., which provides financial and investment
consultancy services primarily to corporations, including to Sterling
Construction Corporation, in which Oakhurst's wholly-owned subsidiary, Oakhurst
Technology, Inc., owns a minority interest.
Mr. Lever. Mr. Lever has been associated with the law firm of Kurzman &
Eisenberg or its predecessor since 1980, and became a member of the firm in
1984. Mr. Lever specializes in transactional business matters with particular
emphasis on fine arts publishing, distribution and investment, and the sale and
acquisition of commercial real estate entities. Prior to 1980, Mr. Lever was an
Assistant District Attorney for Kings County, New York. Mr. Lever is also a
director of Oakhurst, as well as a director of several private companies.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities ("Insiders") to file reports
of ownership and certain changes in ownership with the Securities and Exchange
Commission and to furnish the Company with copies of those reports.
Based solely on a review of those reports and amendments thereto
furnished to the Company during its most recent fiscal year or written
representations by Insiders that no Forms 5 were required to be filed, the
Company believes that during the fiscal year ended February 29, 2000 all Section
16(a) filing requirements applicable to the Company's Insiders were satisfied.
ITEM 11. EXECUTIVE COMPENSATION.
This item contains information about compensation, stock options grants
and employment arrangements and other information concerning certain of the
executive officers and the directors of the Company.
-13-
<PAGE> 15
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation the Company paid or
accrued for services rendered in the Company's 2000, 1999 and 1998 fiscal years
by the Chief Executive Officer and the only other executive officer of the
Company whose compensation exceeded $100,000 in fiscal 2000 and who was serving
at the end of the 2000 fiscal year.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation Awards
------------------------------------------ ------------------------------------------
Other
Annual Securities All
Compen- Underlying Other
Name and Principal Salary Bonus sation Options** Compensation
Position Year ($) ($) ($)* (#) ($)
-------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Bernard H. Frank (1) 2000 110,434 25,000 -- 7,750 13,908,(2)
Chairman & Chief 1999 110,000 6,250 -- -- 13,908
Executive Officer 1998 50,050 7,364 -- -- 13,908
Terrance W. Allan 2000 115,885 15,000 -- 9,750 --
President 1999 115,001 -- -- -- --
1998 115,001 15,000 -- -- --
</TABLE>
----------
* Excludes perquisites and other personal benefits if the aggregate amount of
such items of compensation was less than the lesser of either $50,000 or
10% of the total annual salary and bonus of the named executive officer.
** These options relate to shares of Oakhurst Company, Inc. ("Oakhurst"), not
the Company.
(1) Mr. Frank, who is also Executive Vice President of Oakhurst, and Mr. Allan
are compensated only by the Company except with respect to stock options
and stock awards.
(2) This amount consists of $6,504, $5,508 and $1,896 that Mr. Frank received
under three substantially identical agreements amended in 1987 in
consideration of the waiver by Mr. Frank of his bankruptcy claims for
annuity rights in the Company's predecessor's bankruptcy.
COMPENSATION AGREEMENTS
Mr. Frank. In fiscal 1997, in light of the Company's financial
performance, Mr. Frank voluntarily reduced his annual salary by 50%. In February
1998, Mr. Frank's annual base salary was set by agreement at $50,000; he was
granted participation in a deferred compensation program commencing March 1,
1998 providing for the payment to him of $5,000 per month for twenty-four months
to compensate him for the portion of his salary voluntarily foregone by him; and
commencing March 1, 1998, Mr. Frank was made eligible to participate in a bonus
program pursuant to which the Compensation Committee of the Board of Directors
in its discretion and after reviewing the Company's performance and cash
position may grant to him on a quarterly basis a bonus not to exceed $25,000 in
the aggregate in any one fiscal year. In fiscal 2000, Mr. Frank was paid $25,000
in respect of this bonus plan.
Mr. Frank also receives compensation of $13,908 per year, in the
aggregate, under three substantially identical agreements amended in 1987 in
consideration of the waiver by Mr. Frank of his
-14-
<PAGE> 16
bankruptcy claims for annuity rights in the Company's predecessor's bankruptcy.
The amended agreements provide for payments to be made for a period of fifteen
years subsequent to January 1988 of $6,504, $5,508 and $1,896 per year for the
three agreements, respectively.
Mr. Allan. The Company has an year-by-year employment agreement with
Mr. Allan (sometimes hereinafter referred to as the "executive") which commenced
September 1, 1993 that provides for a base salary of $115,050. The agreement
provides for the payment of an annual management bonus based upon the defined
profits of the Company's operating division. The aggregate amount of such
management bonus payable each year to the executive and to all other executives
is not to exceed 8% of such defined profits and the allocation thereof is made
by the Compensation Committee of the Company based on recommendations of Mr.
Frank as Chief Executive Officer. Mr. Allan is also entitled to an executive
bonus calculated as a percentage of defined annual profits of the Company that
exceed $2,000,000. The agreement was extended in September 1996 and is renewed
on a year-to-year basis.
In the event of non-renewal of the agreement, the executive is entitled
to an aliquot portion of the bonus he would have earned during the year of
non-renewal, since the contract year does not coincide with the fiscal year of
the Company. The agreement also provides that if the executive's employment
terminates by reason of his death or disability, he is entitled to the greater
of one year's salary or the salary for the balance of the term of the agreement
and the management bonus that would otherwise have been paid to him. If the
executive's employment is otherwise terminated without cause, he is entitled to
his salary and bonuses for the greater of one year or the balance of the term of
the agreement.
The agreement also provides for certain termination rights in the event
of a change in control of the Company. Change in control is defined to include
certain changes in the make-up of the Company's board of directors or a sale of
the Company's assets or business. The executive has the right to terminate his
employment within a defined period (ranging up to one year) following a change
in control and (i) to be paid his base salary for a period of up to 24 months
following such termination; (ii) to continue to receive for a like period the
benefits that he is entitled to receive under his agreement and (iii) to be paid
25% of base salary in lieu of all bonus entitlement. The agreement also provides
for substantially the same payments and benefits in the event the executive's
employment is terminated by the Company without cause as a result of a change in
control. In the event of any termination other than for cause, or voluntary
resignation in the absence of a change in control, the executive's options
become fully exercisable for a period of seven months following termination. If
a change in control had occurred on May 1, 2000, and if Mr. Allan had exercised
his rights of termination, payments by the Company would have been approximately
$302,000 in the aggregate.
STOCK OPTION GRANTS.
During fiscal 2000 no option grants relating to the Company's shares
were made to any of the named executives officers. In August 1999, 9,750 and
7,750 options for shares of Oakhurst stock were granted to Messrs. Allan and
Frank, respectively. These options vest over a four year period, with one-
quarter of the total immediately exercisable.
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
During fiscal 2000, no options were exercised by any of the named
executive officers.
The following table sets forth certain information at February 29,
2000, the Company's fiscal year end, based upon (i) the average of the bid and
ask price per share of the Company's common stock ($0.03) on that date, and (ii)
the closing price per share of Oakhurst's common stock, ($1.22) on that date, as
they relate to stock options held at that date by each of the individuals named
in the Summary Compensation
-15-
<PAGE> 17
Table. The "value" of unexercised in-the-money options is the difference between
the market value of the common stock subject to the options at February 29, 2000
and the exercise (purchase) price of the option shares.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised in-the-Money Options at
Options at Fiscal Year End Fiscal Year End
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
THE COMPANY'S COMMON STOCK
Bernard H. Frank 23,141 -- -- --
Terrance W. Allan 9,257 -- -- --
OAKHURST COMMON STOCK
Bernard H. Frank 70,265 5,812 $ 400 $ 1,300
Terrance W. Allan 31,769 7,312 $ 500 $ 1,600
</TABLE>
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION FOR THE FISCAL
YEAR ENDED FEBRUARY 29, 2000.
This report has been prepared by the Compensation Committee of the
Board of Directors of the Company and addresses the Company's compensation
policies with respect to the Chief Executive Officer and executive officers of
the Company in general for the 2000 fiscal year. Except for Mr. Frank, each
member of the Committee is a non-employee director.
COMPENSATION POLICY
The overall intent of the Committee in respect of executive officers is
to establish levels of compensation that provide appropriate incentives in order
to command high levels of individual performance and thereby increase the value
of the Company to its stockholders, and that are sufficiently competitive to
retain and attract the skills required for the success and profitability of the
Company. The principal components of executive compensation are salary and
bonus.
CHIEF EXECUTIVE OFFICER'S AND OTHER EXECUTIVE OFFICER'S COMPENSATION
Both executive officers are compensated under a written employment
agreement. These agreements are reviewed by Oakhurst's Compensation Committee
and approved by the Company's Compensation Committee with Mr. Frank abstaining
from voting on his own agreement.
MESSRS. FRANK AND ALLAN
Salary. Both executives are long term employees of the Company and its
predecessor, and Mr. Frank is a founder of the original business. Accordingly,
the salary of each executive was based on the level of his prior salary and the
subjective judgement of the members of the Committee as to the value of the
executive's past contribution and potential future contribution to the
profitability of the business.
Bonuses. Bonus are paid pursuant to the terms of each executive
officer's employment agreement described above under the heading "Compensation
Agreements."
Compliance with Internal Revenue Code Section 162(m). Section 162(m) of
the Internal Revenue Code (enacted in 1993) generally disallows a tax deduction
to public companies for compensation over $1 million paid to its chief executive
officer and its four other most highly compensated executives. The Company's
compensation payable to any one executive officer (including potential income
from outstanding stock options) is currently and for the foreseeable future
unlikely to reach that threshold. In addition,
-16-
<PAGE> 18
because of the significant net operating loss carryforwards of the Company, the
deductibility of compensation payments is not currently an issue. However,
should circumstances change, the Compensation Committee will study the matter
and make recommendations to the Board of Directors.
The Compensation Committee: Robert M. Davies
Joel S. Lever
Bernard H. Frank
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Frank is a director, executive officer and employee of the Company
and a director and executive officer of Oakhurst. Messrs. Davies and Lever also
serve as directors of Oakhurst.
DIRECTORS' COMPENSATION
No fees are paid to directors for attendance at board or committee
meetings. However, board members are entitled to reimbursement of out-of-pocket
expenses incurred in attending such meetings.
The Performance Graph and the Report of the Compensation Committee on Executive
Compensation in this Item 11 are not and shall not be deemed incorporated by
reference into any filings of the Company with the Securities and Exchange
Commission by implication or by any reference in any such filings to this Proxy
Statement.
----------------------
PERFORMANCE GRAPH
The following graph assumes an investment of $100 on February 28, 1995
and compares annual changes thereafter in the market price of the Company's
Common Stock with (i) the Dow Jones Global US Market Index (a broad market
index), and (ii) the Dow Jones Retailers - Other Specialty Index, a group of
companies whose marketing strategy is focused on a limited product line, such as
automotive parts. Both indices are published in the Wall Street Journal.
[GRAPH]
-17-
<PAGE> 19
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT.
The following tables set forth certain information regarding beneficial
ownership of the Common Stock at May 1, 2000. Except as otherwise indicated in
the footnotes, the Company believes that the beneficial owners of the Common
Stock listed in this Item 12, based on information furnished by such owners,
have sole investment and voting power with respect to the shares of Common Stock
shown as beneficially owned by them.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS
This table sets forth certain information regarding beneficial
ownership of the Common Stock by each person known by the Company to own
beneficially more than 5% of the outstanding Common Stock.
<TABLE>
<CAPTION>
Name and Address Number of Shares of Percentage of
of Beneficial Owner Series A Preferred Stock Class
------------------- ------------------------ -------------
<S> <C> <C>
Oakhurst Company, Inc. 1,938,526 100%
2751 Centerville Road, Suite 3131
Wilmington, Delaware 19808
Name and Address Number of Shares of Percentage of
of Beneficial Owner Common Stock Class
------------------- ------------------------ -------------
Oakhurst Company, Inc. 286,955 10.0%
2751 Centerville Road, Suite 3131
Wilmington, Delaware 19808
</TABLE>
----------
SECURITY OWNERSHIP OF MANAGEMENT
This table sets forth information regarding beneficial ownership of the
Company's Common Stock (including Common Stock issuable upon exercise of
outstanding options) by each director, each executive officer named in the
"Summary Compensation Table," in Item 11, above, and by all directors and
executive officers of the Company as a group. The information has been furnished
by the directors and officers of the Company themselves. No director or officer
owns any shares of Preferred Stock of the Company.
<TABLE>
<CAPTION>
Name and Address Number of Shares Percentage of
of Beneficial Owner Common Stock Class
------------------- ---------------- -------------
<S> <C> <C>
Bernard H. Frank ............................ 23,141 *
Terrance W. Allan ........................... 9,257 *
John D. Abernathy ........................... -0- --
Mark Auerbach ............................... 16,662 *
Joel S. Lever ............................... 40,819 1.3%
Robert M. Davies ............................ -0- --
Maarten D. Hemsley .......................... 113,419 3.4%
All directors and
executive officers as a group, 5 persons .... 203,298 6.0%
</TABLE>
----------
* Less than 1%
(1) These shares are purchasable under outstanding stock options, exercisable
at $0.625 per share.
-18-
<PAGE> 20
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Reference is made to "Compensation of Directors" and "Compensation
Committee Interlocks and Insider Participation" in Item 11, above.
-19-
<PAGE> 21
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as a part of this report.
1. Financial Statements:
Independent Auditors' Report
Balance Sheets: February 29, 2000 and February 28, 1999
Statements of Operations for the fiscal years ended February 29, 2000,
February 28, 1999, and February 28, 1998
Statements of Stockholders' Deficiency for the fiscal years ended
February 29, 2000, February 28, 1999, and February 28, 1998
Statements of Cash Flows for the fiscal years ended February 29, 2000,
February 28, 1999, and February 28, 1998
Notes to Financial Statements
2. The following Financial Statement Schedules for the fiscal years ended
February 29, 2000, February 28, 1999, and February 28, 1998 are
submitted herewith:
Schedule II - Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or the notes
thereto.
3. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
3.1 Restated Certificate of Incorporation (filed as Exhibit 3(a)
to the Company's Annual Report on Form 10-K for the fiscal
year ended February 27, 1993).
3.2 By-laws of the Company as amended through May 17, 1993 (filed
as Exhibit 3.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended February 26, 1994).
x/10.1 Employment Agreement with Bernard H. Frank dated as of April
1, 1998 (filed as Exhibit 10.1 to the Company's Annual Report
on Form 10-K for the fiscal year ended February 28, 1999).
x/10.2 Employment Agreement with Terrance W. Allan dated as of
September 1, 1993 (filed as Exhibit 10.3 to the Company's
Annual Report of Form 10-K for the fiscal year ended February
26, 1994).
x/10.4 Form of Option Agreement dated August 29, 1991 with directors
and executive officers (filed as Exhibit 10(t) to the
Company's Annual report on Form 10-K for the fiscal year ended
February 29, 1992).
10.5 Note Agreements with William T. Apgar, Liquidating Trustee for
the Retail Acquisition Corp. Amended Plan of Reorganization,
(filed as Exhibit 10(w) the Company's Annual Report on Form
10-K for the fiscal year ended February 27, 1993).
10.6 Open-End Mortgage between Steel City Products, Inc. and FINOVA
Capital Corporation dated March 28, 1996, (filed as exhibit
#10.10 to the Company's Annual Report on Form 10-K for the
fiscal year ended February 29, 1996).
</TABLE>
-20-
<PAGE> 22
<TABLE>
<S> <C>
10.7 Combined and Amended Promissory Note between Steel City
Products, Inc. and Oakhurst Company, Inc., dated March 28,
1996, (filed as exhibit #10.11 to the Company's Annual Report
on Form 10-K for the fiscal year ended February 29, 1996).
10.8 Trademark & Trade Name License Agreement between Oakhurst
Holdings, Inc. and Steel City Products, Inc., dated August 16,
1995, (filed as exhibit #10.12 to the Company's Annual Report
on Form 10-K for the fiscal year ended February 29, 1996).
x/10.9 Corporate Services Agreement between Steel City Products, Inc.
and Oakhurst Management Corporation dated June 1, 1995, (filed
as exhibit #10.13 to the Company's Annual Report on Form 10-K
for the fiscal year ended February 29, 1996).
10.10 Agreement of Sale and Purchase by and between Steel City
Products, Inc. and Bearing Service Company of Pennsylvania
dated as of August 18, 1997, (filed as exhibit #10 to the
Company's Form 10-Q for the quarter ended August 31, 1997).
10.11 Addendums to the Agreement of Sale and Purchase by and between
Steen City Products, Inc. and Bearing Service company of
Pennsylvania dated October 18, 1997, and December 17, 1997,
respectively, (filed as exhibit #10 to the Company's Form 10-Q
for the quarter ended November 30, 1997).
10.12 Lease agreement by and between Regional Industrial Development
Corporation of Southwestern Pennsylvania and Steel City
Products, Inc., dated November 11, 1997- (filed as exhibit #10
to the Company's Form 10-K for the year ended February 28,
1998)
18.1 Letter regarding change in accounting principle (filed as
exhibit 18.1 to the Company's Form 10-K for the year ended
February 28, 1999).
*27 Financial Data Schedule (EDGAR transmission only).
27.1 Restated Financial Data Schedule for the quarter ended
November 30, 1998 (filed as exhibit #27 to the Company's Form
10-Q for the quarter ended November 30, 1998) (EDGAR
transmission only).
27.2 Restated Financial Data Schedule for the quarter ended August
31, 1998 (filed as exhibit #27 to the Company's Form 10-Q for
the quarter ended August 31, 1998) (EDGAR transmission only).
27.3 Restated Financial Data Schedule for the quarter ended May 31,
1998 (filed as exhibit #27 to the Company's Form 10-Q for the
quarter ended May 31, 1998) (EDGAR transmission only).
27.4 Restated Financial Data Schedule for the year ended February
28, 1998 (filed as exhibit #27 to the Company's Form 10-K for
the year ended February 28, 1998) (EDGAR transmission only).
27.5 Restated Financial Data Schedule for the quarter ended
November 30, 1997 (filed as exhibit #27 to the Company's Form
10-Q for the quarter ended November 30, 1997) (EDGAR
transmission only).
27.6 Restated Financial Data Schedule for the quarter ended August
31, 1997 (filed as exhibit #27 to the Company's Form 10-Q for
the quarter ended August 31, 1997) (EDGAR transmission only).
27.7 Restated Financial Data Schedule for the quarter ended May 31,
1997 (filed as exhibit #27 to the Company's Form 10-Q for the
quarter ended May 31, 1997) (EDGAR transmission only).
27.8 Restated Financial Data Schedule for the year ended February
28, 1997 (filed as exhibit
</TABLE>
-21-
<PAGE> 23
#27 to the Company's Form 10-K for the year ended February 28,
1997) (EDGAR transmission only).
----------
x/ Management contract or compensatory plan or arrangement.
* Filed herewith
(b) Reports on Form 8-K:
No Reports on Form 8-K were filed during the last quarter of the
fiscal year ended February 29, 2000.
-22-
<PAGE> 24
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
STEEL CITY PRODUCTS, INC.
Dated: July 12, 2000 By: /s/ Bernard H. Frank
-----------------------------------------
Bernard H. Frank, Chief Executive Officer
(duly authorized 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.
<TABLE>
<CAPTION>
SIGNATURES TITLES DATE
---------- ------ ----
<S> <C> <C>
/s/ Bernard H. Frank Chairman of the Board July 12, 2000
---------------------------------
Bernard H. Frank Chief Executive Officer
Director (principal
executive officer)
/s/ Maarten D. Hemsley Chief Financial Officer July 12, 2000
--------------------------------- (principal financial and
Maarten D. Hemsley accounting officer)
Director
/s/ Terrance W. Allan Executive Vice President July 12, 2000
--------------------------------- Director
Terrance W. Allan
/s/ John D. Abernathy Director July 12, 2000
---------------------------------
John D. Abernathy
/s/ Mark Auerbach Director July 12, 2000
---------------------------------
Mark Auerbach
/s/ Robert M. Davies Director July 12, 2000
---------------------------------
Robert M. Davies
/s/ Joel S. Lever Director July 12, 2000
---------------------------------
Joel S. Lever
</TABLE>
<PAGE> 25
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Steel City Products, Inc.:
We have audited the accompanying balance sheets of Steel City Products, Inc. as
of February 29, 2000 and February 28, 1999, and the related statements of
operations, stockholders' deficiency, and cash flows for the years ended
February 29, 2000, and February 28, 1999 and 1998. Our audits also included the
financial statement schedule listed at Item 14(a)(2). These financial statements
and financial statement schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on the financial
statements and financial statement schedule 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 audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Steel City Products, Inc. as of February 29,
2000 and February 28, 1999, and the results of its operations and its cash flows
for the years ended February 29, 2000, and February 28, 1999 and 1998 in
conformity with generally accepted accounting principles. Also, in our opinion,
the financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.
/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
July 12, 2000
-F1-
<PAGE> 26
STEEL CITY PRODUCTS, INC.
BALANCE SHEETS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
ASSETS FEBRUARY 29, FEBRUARY 28,
2000 1999
----------- ----------
<S> <C> <C>
Current assets:
Cash.......................................................................... $ 7 $ 2
Trade accounts receivable, less allowance of $230 and $244, respectively ..... 2,478 2,173
Inventories .................................................................. 4,795 3,947
Other ........................................................................ 81 82
-------- --------
Total current assets ....................................... 7,361 6,204
-------- --------
Property and equipment, at cost ................................................... 1,160 1,128
Less accumulated depreciation ................................................ (782) (710)
-------- --------
378 418
-------- --------
Other assets ...................................................................... 171 856
-------- --------
171 856
-------- --------
$ 7,910 $ 7,478
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable.............................................................. $ 4,869 $ 3,935
Accrued compensation ......................................................... 374 354
Current maturities of long-term obligations .................................. 209 214
Due to affiliate ............................................................. -- 643
Other ........................................................................ 132 129
-------- --------
Total current liabilities .................................. 5,584 5,275
-------- --------
Long-term obligations:
Long-term debt ............................................................... 3,172 2,786
Other long-term obligations .................................................. 180 243
-------- --------
3,352 3,029
-------- --------
Commitments and contingencies
Stockholders' deficiency:
Preferred stock, par value $0.01 per share; authorized
5,000,000 shares, issued 1,938,526 shares;
liquidation preference $10,135 .............................................. 19 19
Common stock, par value $0.01 per share; authorized
5,000,000 shares; issued 3,238,061 shares ................................... 32 32
Additional paid-in capital .................................................. 43,824 43,824
Deficit (Reorganized on August 26, 1989) ..................................... (36,570) (36,893)
Advances to Oakhurst Company, Inc. (See Note 3) .............................. (8,330) (7,807)
Treasury stock, at cost, 207 common shares ................................... (1) (1)
-------- --------
Total stockholders' deficiency ............................. (1,026) (826)
-------- --------
$ 7,910 $ 7,478
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-F2-
<PAGE> 27
STEEL CITY PRODUCTS, INC.
STATEMENTS OF OPERATIONS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FISCAL FISCAL FISCAL
YEAR ENDED YEAR ENDED YEAR ENDED
FEBRUARY 29, FEBRUARY 28, FEBRUARY 28,
2000 1999 1998
------------ ----------- -----------
<S> <C> <C> <C>
Sales .................................................... $ 20,142 $ 18,092 $ 17,879
Other income ............................................. 634 738 584
----------- ----------- -----------
20,776 18,830 18,463
----------- ----------- -----------
Cost of goods sold, including occupancy and
buying expenses ...................................... 16,255 14,754 14,340
Operating, selling and administrative expenses ........... 3,859 3,795 4,150
Provision for doubtful accounts, net of recoveries ....... 57 26 138
Interest expense ......................................... 349 290 396
Gain on the sale of real estate .......................... -- -- (1,760)
----------- ----------- -----------
20,520 18,865 17,264
----------- ----------- -----------
Income (loss) before undistributed earnings of
affiliate and income taxes ........................... 256 (35) 1,199
----------- ----------- -----------
Undistributed earnings of affiliate ...................... 77 196 196
----------- ----------- -----------
Income taxes:
Current income tax expense ........................... 10 8 --
Deferred income tax expense .......................... -- -- 1,000
----------- ----------- -----------
10 8 1,000
----------- ----------- -----------
Net income ............................................... 323 153 395
Effect of Series A Preferred Stock dividends ............. (1,014) (1,014) (1,014)
----------- ----------- -----------
Net loss attributable to common stockholders ............. $ (691) $ (861) $ (619)
=========== =========== ===========
Basic and diluted per share amounts:
Net loss attributable to common
stockholders after preferred stock dividends ...... $ (0.21) $ (0.27) $ (0.19)
=========== =========== ===========
Weighted average number of shares outstanding
used in computing per share amounts .................. 3,238,061 3,238,061 3,238,061
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-F3-
<PAGE> 28
STEEL CITY PRODUCTS, INC.
STATEMENTS OF STOCKHOLDERS' DEFICIENCY
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONAL ADVANCES
PREFERRED COMMON PAID-IN RETAINED TO OAKHURST
STOCK STOCK CAPITAL DEFICIT COMPANY, INC.
---------- ---------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C>
BALANCE AT FEBRUARY 28, 1997 ................... $ 19 $ 32 $ 43,824 $(37,441) $ (6,683)
Change in advances to Oakhurst Company, Inc..... (39)
Net income ..................................... 395
---------- ---------- ---------- -------- --------
BALANCE AT FEBRUARY 28, 1998 ................... 19 32 43,824 (37,046) (6,722)
Change in advances to Oakhurst Company, Inc..... (1,085)
Net income ..................................... 153
---------- ---------- ---------- -------- --------
BALANCE AT FEBRUARY 28, 1999 ................... 19 32 43,824 (36,893) (7,807)
Change in advances to Oakhurst Company, Inc..... (523)
Net income ..................................... 323
---------- ---------- ---------- -------- --------
BALANCE AT FEBRUARY 29, 2000 ................... $ 19 $ 32 $ 43,824 $(36,570) $ (8,330)
========== ========== ========== ======== ========
<CAPTION>
TREASURY
STOCK TOTALS
---------- ---------
<S> <C> <C>
BALANCE AT FEBRUARY 28, 1997 ................... $ (1) $ (250)
Change in advances to Oakhurst Company, Inc..... (39)
Net income ..................................... 395
---------- --------
BALANCE AT FEBRUARY 28, 1998 ................... (1) 106
Change in advances to Oakhurst Company, Inc..... (1,085)
Net income ..................................... 153
---------- --------
BALANCE AT FEBRUARY 28, 1999 ................... (1) (826)
Change in advances to Oakhurst Company, Inc..... (523)
Net income ..................................... 323
---------- --------
BALANCE AT FEBRUARY 29, 2000 ................... $ (1) $ (1,026)
========== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-F4-
<PAGE> 29
STEEL CITY PRODUCTS, INC.
STATEMENTS OF CASH FLOWS
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
FISCAL FISCAL FISCAL
YEAR ENDED YEAR ENDED YEAR ENDED
FEBRUARY 29, FEBRUARY 28, FEBRUARY 28,
2000 1999 1998
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Income from continuing operations............................. $ 323 $ 153 $ 395
Adjustments to reconcile income from continuing operations
to net cash provided by (used in) operating activities:
Depreciation and amortization........................ 176 99 173
Gain on the sale of real estate ..................... -- -- (1,760)
Retirement of property and equipment................. -- -- 2
Deferred tax expense................................. -- -- 1,000
Undistributed earnings of affiliate.................. (77) (196) (196)
Other changes in operating assets and liabilities:
Accounts receivable.................................. (305) 525 (140)
Inventories.......................................... (848) 4 (333)
Accounts payable..................................... 934 9 (159)
Other................................................ 135 20 296
------------ ---------- ------------
Net cash provided by (used in) operating activities of:
Continuing operations......................................... 338 614 (722)
Discontinued operations....................................... -- (294) (294)
------------ ---------- ------------
Net cash provided by (used in) operating activities.............. 338 320 (1,016)
------------ ---------- ------------
Cash flows from investing activities:
Proceeds from the sale of real estate......................... -- -- 2,656
Additions to property and equipment........................... (69) (177) (280)
Other......................................................... -- -- 52
------------ ---------- ------------
Net cash (used in) provided by investing activities.............. (69) (177) 2,428
------------ ---------- ------------
Cash flows from financing activities:
Net borrowings (repayments) under
revolving credit agreement.................................... 386 716 (80)
Net increase in advances to Oakhurst.......................... (523) (1,085) (39)
Proceeds from long-term borrowings............................ -- 263 --
Principal payments on long-term obligations................... (67) (36) (1,294)
Deferred loan costs........................................... (60) -- --
------------ ---------- ------------
Net cash used in financing activities............................ (264) (142) (1,413)
------------ ---------- ------------
Net increase (decrease) in cash.................................. 5 1 (1)
Cash at beginning of year........................................ 2 1 2
------------ ---------- ------------
Cash at end of year ............................................. $ 7 $ 2 $ 1
============ ========== ============
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest...................................................... $ 343 $ 337 $ 413
============ ========== ============
Supplemental schedule of non-cash financing activities:
Capital lease obligations incurred for new equipment.......... $ $ 144 $ --
============ ========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-F5-
<PAGE> 30
STEEL CITY PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Business Activities:
Steel City Products, Inc. ("SCPI" or "the Company") is a wholesale
distributor primarily of automotive accessories, operating under the trade name
Steel City Products, selling mainly to discount retail chains, hardware and
supermarket retailers, drug stores and to automotive specialty stores, based
principally in the Northeastern United States. In fiscal 1997, SCPI also began
distributing non-food pet supplies, primarily to supermarket retailers. SCPI is
a majority-owned subsidiary of Oakhurst Company, Inc., ("Oakhurst") (see Note
2). SCPI operates in one segment.
Use of Estimates:
The financial statements have been prepared in conformity with
generally accepted accounting principles, which requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and the 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.
Fiscal Year:
The Company's fiscal year ends on the last day of February.
Inventories:
Inventories are valued at the lower of cost as determined by the
first-in first-out (FIFO) method, or market.
Property and Equipment:
Depreciation and amortization are computed using the straight-line
method. Estimated useful lives used for computing depreciation and amortization
are: leasehold improvements, 10 years; and office furniture and warehouse
equipment, 3-10 years. Depreciation expense was approximately $109,000, $92,000
and $104,000 in fiscal 2000, 1999 and 1998, respectively.
Other Assets:
Other assets include goodwill associated with the acquisition in 1969
of Steel City Products, which is being amortized over a 40 year period. The
unamortized values at February 29, 2000 and February 28, 1999 are approximately
$141,000 and $147,000, respectively.
SCPI periodically evaluates its long-lived assets to assess whether the
carrying values have been impaired, using the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of". No such
write-downs due to impairment were recorded in fiscal 2000, 1999 and 1998.
Revenue Recognition:
Revenues are recognized at the time products are shipped.
-F6-
<PAGE> 31
Federal Income Taxes:
SCPI utilizes an asset and liability approach to accounting for income
taxes. Deferred tax liabilities and assets are recognized for the future tax
consequences of events that have already been recognized in the financial
statements or tax returns. Net deferred tax assets are recognized to the extent
that management believes that realization of such benefits is more likely than
not. Changes in enacted tax rates or laws may result in adjustments to the
recorded deferred tax assets or liabilities in the period that the tax law is
enacted (see Note 7).
SCPI is included in the consolidated federal income tax return of
Oakhurst. For financial reporting purposes, income taxes are calculated on a
stand alone basis.
Earnings Per Share:
Basic earnings or loss per share is computed by dividing net earnings
or loss by the weighted average number of common shares outstanding during the
year. The diluted earnings per share calculation assumes the conversion of
dilutive stock options into common shares. Loss per share amounts do not include
common stock equivalents since that would have an antidilutive effect and reduce
net loss per share. At February 29, 2000, there were options to purchase 126,198
shares of common stock outstanding that were not included in the computation of
diluted earnings per share because the options' exercise price was greater than
the average market value of the common shares.
Stock Based Compensation:
The Company accounts for stock-based compensation using the intrinsic
value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees", and related interpretations.
New Accounting Pronouncements:
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133 "Accounting for Derivative Instruments and Hedging Activities" which is
required to be adopted in years beginning after June 15, 2000. The Company does
not anticipate that the adoption of SFAS No. 133 will have a significant effect
on its financial position or results of operations.
Reclassification of Shareholder Advances:
In February 2000, advances made to Oakhurst of $8.4 million were
reclassified from assets to a component of stockholders' deficiency because the
repayment of these advances from sources other than the declaration of SCPI's
Series A preferred stock dividends presently appears unlikely. The financial
statements for the periods prior to fiscal 2000 have been revised to reflect a
similar reclassification as of each respective balance sheet date.
2. CORPORATE REORGANIZATION
In accordance with a merger transaction in 1991, SCPI issued to
Oakhurst shares of its common stock and Series A Preferred Stock so that the
aggregate fair market value of such stock owned by Oakhurst totaled
approximately 90% of the aggregate fair market value of SCPI. Oakhurst controls
approximately 90% of the outstanding voting power of SCPI and receives
substantially all of the benefit of operations through dividends on the
preferred stock.
Under the merger transaction, SCPI was required for a period of five
years following the merger to issue to Oakhurst (or cancel) such number of
shares of Series A Preferred Stock and/or common stock as shall be
-F7-
<PAGE> 32
necessary, in accordance with periodic determinations, to maintain Oakhurst's
aggregate stock ownership of SCPI at 90%. Revaluations required subsequent to
fiscal 1994 have not been completed. Management expects that such revaluations,
when complete, will result in a cumulative decrease in the valuation of SCPI,
and that additional Series A Preferred shares outstanding and related dividends
may be canceled once such valuations are complete.
The Series A Preferred Stock carries a dividend rate of $0.5228 per
share and has a redemption price and liquidation preference of $5.2282 per share
plus any accumulated dividends in arrears. Through February 29, 2000, dividends
of approximately $9.2 million have accumulated since the effective date of the
merger; of this amount, approximately $3.6 million has been declared by SCPI's
Board of Directors and paid. Approximately $5.6 million of undeclared dividends
in arrears was outstanding at February 29, 2000. The Series A Preferred Stock
has voting rights which are ten times greater than the common stock voting
rights.
3. ADVANCES TO OAKHURST COMPANY, INC.
SCPI participates in a cash concentration system with Oakhurst.
Available cash that has been transferred to Oakhurst has been reflected as an
addition to the advances to Oakhurst. Advances to Oakhurst bear interest at the
Citibank base rate plus 2%.
4. PROPERTY AND EQUIPMENT
Property and equipment are summarized as follows (in thousands):
<TABLE>
<CAPTION>
FEBRUARY 29, FEBRUARY 28,
2000 1999
------------ -------------
<S> <C> <C>
Leasehold improvements ........................................ $ 316 316
Office furniture and warehouse equipment....................... 844 812
----- -----
1,160 1,128
Less accumulated depreciation.................................. (782) (710)
----- -----
$ 378 $ 418
===== =====
</TABLE>
5. LONG-TERM OBLIGATIONS AND OAKHURST LINE OF CREDIT
Long-term obligations, including the present value of the Creditor
Notes (see Note 9), consist of the following (in thousands):
<TABLE>
<CAPTION>
FEBRUARY 29, FEBRUARY 28,
2000 1999
------------- ------------
<S> <C> <C>
Revolving Credit Agreement due in May 2003 .................................... $ 3,172 $ 2,786
Capital lease obligations for computer and warehouse equipment,
due monthly through October 2003......................................... 128 167
Creditor Notes (see Note 8).................................................... 144 147
Subordinated loan for leasehold improvements,
due monthly through October 2003......................................... 74 92
Other.......................................................................... 43 51
------ -------
3,561 3,243
Less current portion........................................................... 209 214
------ ------
$3,352 $3,029
====== ======
</TABLE>
In March 1996, Oakhurst obtained financing from an institutional lender
(replacing its then existing bank loan agreement) that provided a total facility
for Oakhurst and its subsidiaries of $9.5 million, comprised of a SCPI term loan
of $1.5 million (the "Fixed Asset Loan") and a maximum revolving credit facility
of $8 million (the "Revolver") (collectively, the "Credit Facility"). The Credit
Facility required that any loans be made directly to Oakhurst's subsidiaries,
including SCPI. The initial funding of the Revolver resulted in a loan to SCPI
of approximately $2.1 million. SCPI immediately advanced those funds to
-F8-
<PAGE> 33
Oakhurst to enable it to repay a portion of the amounts outstanding under the
previous revolving debt. The advance bore interest at the same rate as the
Credit Facility.
Reflecting certain subsidiary disposals by Oakhurst, the Credit
Facility was amended in June 1997. The agreement principally reduced the maximum
amount available under the Revolver to $7 million subject to a borrowing base,
and amended certain financial covenants. In September 1997, Oakhurst and its
subsidiaries reached an agreement to extend the Revolver beyond its initial two
year term to March 1999, and paid a renewal fee of $35,000. The Credit Facility
provided for subsequent automatic renewal terms of one year each upon payment of
a renewal fee of 0.5% of the entire line, unless earlier terminated as provided
for in the Agreement.
In part to substantially reduce its overall debt level, in December
1997 SCPI sold its warehouse in Pittsburgh, Pennsylvania for a gross sales price
of approximately $2.8 million in cash. Accordingly, in the fourth quarter of
fiscal 1998 SCPI recorded a pre-tax gain of approximately $1.8 million in
connection with the sale. After repayment of the Fixed Asset Loan secured by the
property, the net proceeds of approximately $1.6 million were used to cover the
expenses of moving to newer, leased premises, to make certain improvements to
such premises, to increase SCPI's levels of working capital and to reduce
amounts outstanding under the Revolver.
In March 1999, the Credit Facility was renewed for one year and amended
to provide for only a revolving line of credit (the "Revolver") , increase
certain borrowing base percentages, increase the interest rate to Citibank N.A.
base rate plus 2%, and amend the financial covenants.
In July 2000 Oakhurst and SCPI entered into an agreement with the
institutional lender to identify SCPI as the Borrower (cross-collateralized by
Oakhurst), to provide for a three year term and reduce the total Revolver to
$4.0 million, subject to a borrowing base.
In October 1998, SCPI obtained a low-interest loan from the
Redevelopment Authority of the City of McKeesport (the "Subordinated Loan"). The
Subordinated Loan, which is subordinated to the Revolver, was in the amount of
$98,000 and bears interest at the rate of 5% per annum. The loan is being repaid
in monthly installments through October 2003.
Long-term obligations mature during each fiscal year as follows (in
thousands):
<TABLE>
<S> <C>
FISCAL
------
2001.............................. $ 209
2002.............................. 65
2003.............................. 70
2004.............................. 3,217
------
$3,561
======
</TABLE>
-F9-
<PAGE> 34
6. FINANCIAL INSTRUMENTS
Financial instruments at February 29, 2000 and February 28, 1999
consist of the following (in thousands):
<TABLE>
<CAPTION>
FEBRUARY 29, 2000 FEBRUARY 28, 1999
--------------------- --------------------
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
--------- -------- ---------- ---------
<S> <C> <C> <C> <C>
Revolver .......................... $3,172 $ 3,172 $ 2,786 $ 2,786
Creditor Notes..................... 144 247 147 295
Subordinated Loan ................. 74 74 92 92
</TABLE>
The fair values of the instruments were based upon the rate available
to the Company for instruments of the same maturities.
7. INCOME TAXES AND DEFERRED TAX ASSET
As of February 29, 2000, SCPI and Oakhurst had, for tax reporting
purposes, net operating tax loss carry-forwards and capital losses of
approximately $158 million (the majority of which relate to SCPI) which expire
in the years 2001 through 2013. Under SFAS No. 109, SCPI records as an asset the
tax effect of its net operating tax loss carry-forwards and other tax benefits,
reduced by a valuation allowance which reduces the net asset to the amount
management believes more likely than not will be realized. At the balance sheet
date, existing deferred tax assets are fully reserved.
Changes in business conditions and operating trends warrant periodic
management reviews of the recorded valuation allowance to determine if an
increase or decrease in such allowance would be appropriate.
In fiscal 1997, the Board of Directors of Oakhurst made the decision to
dispose of two of its subsidiaries, and the consolidated income of Oakhurst
decreased, which led to further increases of approximately $591,000 in the
valuation allowance of the deferred tax asset for the period ended February 28,
1998, primarily due to the loss of potential revenues pursuant to a tax sharing
agreement between SCPI and Oakhurst. If future profit levels exceed current
expectations, and economic or business changes warrant upward revisions in the
estimate of the realizable value of net operating tax loss carry-forwards, the
consequent reduction in the valuation allowance would result in a corresponding
deferred tax benefit in future results of operations to the extent of the
aggregate charges of $3.3 million to deferred tax expense in prior years, and
any benefit in excess of such charge would be reflected as an addition to
paid-in capital. The accounting treatment to increase paid-in capital results
from SCPI's quasi-reorganization accounting in fiscal 1990.
The deferred tax effects of temporary differences are not significant
and current income tax expense represents state income taxes.
Income tax expense consists of the following (in thousands):
-F10-
<PAGE> 35
<TABLE>
<CAPTION>
FISCAL FISCAL FISCAL
YEAR ENDED YEAR ENDED YEAR ENDED
FEBRUARY 29, FEBRUARY 28, FEBRUARY 28,
2000 1999 1998
--------------- -------------- --------------
<S> <C> <C> <C>
Current tax expense......................... $ 10 $ 8 $ 412
Current tax benefit from utilization of
net operating tax loss carry-forwards..... -- -- (412)
------ ------ ------
10 8 --
(Decrease) increase in valuation allowance
of the deferred tax asset................. (86) -- 591
Deferred tax expense........................ 86 -- 409
------- ------ ------
Income tax expense.......................... $ 10 $ 8 $1,000
======= ====== ======
</TABLE>
The income tax provision differs from the amount computed using the
statutory federal income tax rate of 34% applied to income or loss from
continuing operations for the following reasons (in thousands):
<TABLE>
<CAPTION>
FISCAL FISCAL FISCAL
YEAR ENDED YEAR ENDED YEAR ENDED
FEBRUARY 29, FEBRUARY 28, FEBRUARY 28,
2000 1999 1998
------------- ------------ ------------
<S> <C> <C> <C>
Tax expense based on the
U.S. federal statutory rate..................... $ 113 55 $ 474
State income tax expense
net of refunds and federal benefit.............. 7 10 --
Equity in undistributed income.................... (26) (67) (67)
(Decrease) increase in deferred tax asset
valuation allowance............................. (86) -- 591
Non-deductible costs.............................. 2 10 2
------ ----- ------
Income tax expense............................ $ 10 $ 8 $1,000
====== ===== ======
</TABLE>
The availability of the net operating tax loss carry-forwards may be
adversely affected by future ownership changes of SCPI or Oakhurst; at this
time, such changes cannot be predicted. SCPI's and Oakhurst's estimated
operating tax loss carry-forwards at February 29, 2000 expire as follows (in
thousands):
<TABLE>
<CAPTION>
Fiscal
------
<S> <C>
2001 .......................... $ 12,000
2002 .......................... 52,000
2003 .......................... 22,000
2004 .......................... 49,000
2005 .......................... 15,000
2010........................... 1,000
2011........................... 2,000
2012........................... 3,000
2013 .......................... 2,000
--------
$158,000
========
</TABLE>
8. DISCONTINUED RETAIL OPERATIONS
SCPI disposed of its former Retail Division to an unrelated company,
Retail Acquisition Corp. ("RAC") in September 1990 when RAC acquired
substantially all the assets of the former division and assumed substantially
all of its liabilities. SCPI remained contingently liable for certain of these
liabilities. Subsequently, RAC was forced into bankruptcy and in fiscal 1993,
SCPI participated in a global settlement pursuant to which SCPI issued $2.5
million of non-interest bearing notes (the "Creditor Notes") solely for
-F11-
<PAGE> 36
the benefit of contingent creditors. In return, SCPI and Oakhurst were relieved
of any further obligations to contingent creditors, except for payment on the
Creditor Notes.
The Creditor Notes, which were non-interest bearing, were payable upon
presentment in equal annual installments through July 1998. The Creditor Notes
were discounted using an imputed interest rate of 7.5%. Imputed interest expense
of approximately $9,000 and $34,000 was included in results of continuing
operations for fiscal 1999 and 1998, respectively. There was no imputed interest
expense recorded in fiscal 2000. In addition, income of approximately $5,000 and
$127,000 associated with the expiration of Creditor Notes was included in
results of continuing operations for fiscal 2000 and fiscal 1999, respectively.
The accompanying statements of cash flows reflect any cash payments
associated with the disposal of the former Retail Division as discontinued
operations.
9. STOCK OPTIONS
In fiscal 1992, the Board of Directors granted options to purchase
215,987 shares of common stock to key employees and to members of the Board of
Directors. The exercise price of the options, which was equal to the market
value of the stock at the date of the grant, is $0.625. In fiscal 1997, 89,789
options expired. As of February 29, 2000, no options had been exercised; all
options are fully vested and will remain exercisable through 2001.
10 . EMPLOYEE PENSION PLAN
Steel City Products, together with Oakhurst, maintains a profit-sharing
plan ("the Plan") covering substantially all of its employees, whereby employees
may contribute a percentage of compensation, limited to maximum allowed amounts
under the Internal Revenue Code. The Plan provides for discretionary employer
contributions, the level of which, if any, is to be determined annually by each
company's Board of Directors. There were no discretionary contributions made by
the Company for the years ended February 29, 2000, February 28, 1999 or February
28, 1998.
11. OPERATING LEASE
In December 1997, the Company entered into an operating lease for its
warehouse with an initial term that expires January 1, 2003, with one additional
five-year renewal option. The lease requires minimum rental payments of $247,000
per annum, and payment by the Company of certain expenses such as liability
insurance, maintenance and other operating costs. Total rent expense for the
fiscal years ended February 29, 2000, February 28, 1999 and 1998 was
approximately $247,000, $247,000 and $41,000, respectively.
12. COMMITMENTS AND CONTINGENCIES
SCPI has an employment agreement with a senior executive that provides
termination rights in the event of a change in control of SCPI, as defined. The
rights include payments of up to twenty-four months of the executive's base
salary, along with continuation of benefits and certain other payments. The
agreement also provides for substantially the same provisions in the event that
the executive's employment were to be terminated by SCPI without cause. The
agreement was extended in August 1996 on a year to year basis, and will continue
under the same terms unless a notice of non-renewal is given by either party 90
days prior to the anniversary date of such renewal, or unless replaced by a new
agreement.
Management is unaware of any other significant contingencies.
-F12-
<PAGE> 37
13. MAJOR CUSTOMERS
Sales to major customers representing individually more than 10% of
sales were as follows (in thousands):
<TABLE>
<CAPTION>
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
February 29, 2000 February 28, 1999 February 28, 1998
----------------- ----------------- -----------------
% of % of % of
Sales Sales Sales Sales Sales Sales
------ ------ ------- ------ ------- ------
<S> <C> <C> <C> <C> <C> <C>
Ames $3,144 16% $1,955 11% $2,178 12%
Kroger $2,037 10% $1,745 9% $1,263 7%
</TABLE>
14. RELATED PARTY TRANSACTIONS
In June 1995, SCPI engaged Oakhurst Management Corporation ("OMC"), a
wholly-owned subsidiary of Oakhurst, to provide certain legal, management,
investor relations, accounting, and tax services. SCPI's results for the fiscal
years ended 2000, 1999 and 1998 include charges of approximately $322,000,
$367,000 and $582,000, respectively, for these services.
-F13-
<PAGE> 38
SCHEDULE II
STEEL CITY PRODUCTS, INC.
VALUATION AND QUALIFYING ACCOUNTS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- ---------
BALANCE AT CHARGED CHARGES TO BALANCE
BEGINNING TO COSTS OTHER ACCOUNTS DEDUCTIONS AT END
DESCRIPTION OF PERIOD AND EXPENSES - DESCRIBE - DESCRIBE OF PERIOD
=========== ========== ============ ============== ========== ==========
<S> <C> <C> <C> <C> <C>
Allowance for doubtful accounts deducted
from trade accounts receivable:
Years ended:
February 29, 2000................ $ 244 $ 51 $ - $ 65(A) $ 230
======== ======= ======= ======= =======
February 28, 1999................ $ 355 $ 26 $ - $ 137(A) $ 244
======== ======= ======= ======= =======
February 28, 1998................ $ 389 $ 138 $ - $ 172(A) $ 355
======== ======= ======= ======= =======
</TABLE>
(A) Amounts were deemed uncollectible.
-F14-
<PAGE> 39
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
3.1 Restated Certificate of Incorporation (filed as Exhibit 3(a)
to the Company's Annual Report on Form 10-K for the fiscal
year ended February 27, 1993).
3.2 By-laws of the Company as amended through May 17, 1993 (filed
as Exhibit 3.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended February 26, 1994).
[x]10.1 Employment Agreement with Bernard H. Frank dated as of April
1, 1998 (filed as Exhibit 10.1 to the Company's Annual Report
on Form 10-K for the fiscal year ended February 28, 1999).
[x]10.2 Employment Agreement with Terrance W. Allan dated as of
September 1, 1993 (filed as Exhibit 10.3 to the Company's
Annual Report of Form 10-K for the fiscal year ended February
26, 1994).
[x]10.4 Form of Option Agreement dated August 29, 1991 with directors
and executive officers (filed as Exhibit 10(t) to the
Company's Annual report on Form 10-K for the fiscal year ended
February 29, 1992).
10.5 Note Agreements with William T. Apgar, Liquidating Trustee for
the Retail Acquisition Corp. Amended Plan of Reorganization,
(filed as Exhibit 10(w) the Company's Annual Report on Form
10-K for the fiscal year ended February 27, 1993).
10.6 Open-End Mortgage between Steel City Products, Inc. and FINOVA
Capital Corporation dated March 28, 1996, (filed as exhibit
#10.10 to the Company's Annual Report on Form 10-K for the
fiscal year ended February 29, 1996).
</TABLE>
<PAGE> 40
<TABLE>
<S> <C>
10.7 Combined and Amended Promissory Note between Steel City
Products, Inc. and Oakhurst Company, Inc., dated March 28,
1996, (filed as exhibit #10.11 to the Company's Annual Report
on Form 10-K for the fiscal year ended February 29, 1996).
10.8 Trademark & Trade Name License Agreement between Oakhurst
Holdings, Inc. and Steel City Products, Inc., dated August 16,
1995, (filed as exhibit #10.12 to the Company's Annual Report
on Form 10-K for the fiscal year ended February 29, 1996).
[x]10.9 Corporate Services Agreement between Steel City Products, Inc.
and Oakhurst Management Corporation dated June 1, 1995, (filed
as exhibit #10.13 to the Company's Annual Report on Form 10-K
for the fiscal year ended February 29, 1996).
10.10 Agreement of Sale and Purchase by and between Steel City
Products, Inc. and Bearing Service Company of Pennsylvania
dated as of August 18, 1997, (filed as exhibit #10 to the
Company's Form 10-Q for the quarter ended August 31, 1997).
10.11 Addendums to the Agreement of Sale and Purchase by and between
Steen City Products, Inc. and Bearing Service company of
Pennsylvania dated October 18, 1997, and December 17, 1997,
respectively, (filed as exhibit #10 to the Company's Form 10-Q
for the quarter ended November 30, 1997).
10.12 Lease agreement by and between Regional Industrial Development
Corporation of Southwestern Pennsylvania and Steel City
Products, Inc., dated November 11, 1997- (filed as exhibit #10
to the Company's Form 10-K for the year ended February 28,
1998)
18.1 Letter regarding change in accounting principle (filed as
exhibit 18.1 to the Company's Form 10-K for the year ended
February 28, 1999).
*27 Financial Data Schedule (EDGAR transmission only).
27.1 Restated Financial Data Schedule for the quarter ended
November 30, 1998 (filed as exhibit #27 to the Company's Form
10-Q for the quarter ended November 30, 1998) (EDGAR
transmission only).
27.2 Restated Financial Data Schedule for the quarter ended August
31, 1998 (filed as exhibit #27 to the Company's Form 10-Q for
the quarter ended August 31, 1998) (EDGAR transmission only).
27.3 Restated Financial Data Schedule for the quarter ended May 31,
1998 (filed as exhibit #27 to the Company's Form 10-Q for the
quarter ended May 31, 1998) (EDGAR transmission only).
27.4 Restated Financial Data Schedule for the year ended February
28, 1998 (filed as exhibit #27 to the Company's Form 10-K for
the year ended February 28, 1998) (EDGAR transmission only).
27.5 Restated Financial Data Schedule for the quarter ended
November 30, 1997 (filed as exhibit #27 to the Company's Form
10-Q for the quarter ended November 30, 1997) (EDGAR
transmission only).
27.6 Restated Financial Data Schedule for the quarter ended August
31, 1997 (filed as exhibit #27 to the Company's Form 10-Q for
the quarter ended August 31, 1997) (EDGAR transmission only).
27.7 Restated Financial Data Schedule for the quarter ended May 31,
1997 (filed as exhibit #27 to the Company's Form 10-Q for the
quarter ended May 31, 1997) (EDGAR transmission only).
27.8 Restated Financial Data Schedule for the year ended February
28, 1997 (filed as exhibit
</TABLE>
<PAGE> 41
<TABLE>
<S> <C>
#27 to the Company's Form 10-K for the year ended February 28,
1997) (EDGAR transmission only).
</TABLE>
-----------------
[x]Management contract or compensatory plan or arrangement.
* Filed herewith
(b) Reports on Form 8-K:
No Reports on Form 8-K were filed during the last quarter of the
fiscal year ended February 29, 2000.
