SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-Q
(Mark One)
/x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ________________
Commission File No. 1-5027
AMDURA CORPORATION
(Exact name of Registrant as Specified in Its Charter)
Delaware 41-0121800
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2801 Dawson Road, Tulsa, Oklahoma 74110
(Address of Principal Executive Offices) (Zip code)
Registrant's Telephone Number, Including Area Code: (918) 838-0119
_________________________
Indicate by check 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 whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
Yes X No
The number of shares outstanding of the registrant's only class of Common
Stock, $.01 par value, as of the close of business on May 1, 1994 was
24,553,077.
<PAGE>
AMDURA CORPORATION
FORM 10-Q
For the quarterly period ended March 31, 1994
CONTENTS
Page
PART I - Financial Information
Item 1. Financial Statements:
Consolidated Condensed Balance Sheets . . . . . . . . .3
Consolidated Condensed Statements
of Operations . . . . . . . . . . . . . . . . . . . .4
Consolidated Condensed Statements
of Changes in Stockholders' Capital . . . . . . . . .5
Consolidated Condensed Statements
of Cash Flows . . . . . . . . . . . . . . . . . . . .6
Notes to Consolidated Condensed
Financial Statements. . . . . . . . . . . . . . . . .7
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . .8
PART II - Other Information
Item 6. Exhibits and Reports on Form 8-K . . . . . . . 11
SIGNATURE. . . . . . . . . . . . . . . . . . . . . . . . . 12
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMDURA CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In Thousands)
March 31,
1994 December 31,
ASSETS (Unaudited) 1993
Current Assets:
Cash and cash equivalents $ 3,405 $ 4,377
Accounts and notes receivable, net 17,787 16,676
Inventories 34,675 33,179
Other current assets 1,897 2,148
-------- ----------
Total current assets 57,764 56,380
Property, plant and equipment, net 38,487 38,240
Other Assets:
Reorganization value in excess of amounts
allocable to identifiable assets, net 11,752 11,824
PBGC Trust 3,115 3,122
Other assets 2,793 2,935
--------- ----------
17,660 17,881
--------- ----------
Total assets $ 113,911 $ 112,501
========= ==========
LIABILITIES AND STOCKHOLDERS' CAPITAL
Current Liabilities:
Notes payable $ 1,900 $ 2,062
Trade accounts payable 9,968 8,468
Accrued expenses 17,087 17,504
Current maturities of long-term debt:
Related party Bank Group 507 507
Other 201 188
-------- ---------
Total current liabilities 29,663 28,729
Long-Term Debt:
Related party Bank Group 24,583 24,583
Other 169 89
Other long-term liabilities 12,933 12,680
-------- ---------
Total liabilities 67,348 66,081
Stockholders' capital 46,563 46,420
-------- ---------
Total liabilities and
stockholders' capital $ 113,911 $ 112,501
========= ==========
See notes to consolidated condensed financial statements.
<PAGE>
AMDURA CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(In Thousands, Except Per Share Amounts)
Quarter Ended March 31,
1994 1993
Revenues:
Net sales $ 31,380 $ 32,040
Other 57 119
---------- ---------
Total revenues 31,437 32,159
Cost of products sold 24,917 25,327
---------- --------
Gross margin 6,520 6,832
Selling and administration 5,740 5,410
Interest:
Related party Bank Group 444 435
Other 72 74
--------- --------
Total interest 516 509
--------- --------
Income before income taxes 264 913
Income taxes (benefit) 119 (5)
--------- ---------
Net income $ 145 $ 918
========= =========
Net income per common
and common equivalent share $ .01 $ .04
========= =========
Weighted average number of
common and common equivalent
shares used in computing net
income per share 25,011 25,580
========= =========
See notes to consolidated condensed financial statements.
<PAGE>
AMDURA CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' CAPITAL
(Unaudited)
(In Thousands)
<TABLE>
Cumulative Excess
Common AdditionalAccumulatedTranslationPension
Stock Capital Deficit Adjustments Liability Total
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1993 $ 125 $ 66,772 $(19,676) $(1,119) $ $46,102
Net income 918 918
Other (3) 80 77
----- ---------- --------- ------- ---- ------
Balance, March 31, 1993 $ 125 $ 66,769 $(18,758) $(1,039) $-0- $47,097
===== ========== ========= ========= === ========
Balance, January 1, 1994 $ 245 $ 66,728 $(16,871) $(1,811)$(1,871)$46,420
Net income 145 145
Exercise of Warrants 88 88
Other 1 (91) (90)
---- -------- -------- ------- ------- -------
Balance, March 31, 1994 $ 245 $ 66,817 $(16,726) $(1,902)$(1,871) $46,563
===== ========= ======== ======== ======= =======
</TABLE>
Note: All transactions and balances in Preferred Stock were less than
one thousand dollars.
See notes to consolidated condensed financial statements.
<PAGE>
AMDURA CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
Three Months Ended March 31,
1994 1993
Operating Activities:
Net income $ 145 $ 918
Adjustments to reconcile net income to
net cash used in operating activities:
Depreciation and amortization 1,657 1,627
Provision for deferred income taxes 84
Change in operating assets and liabilities:
Accounts and notes receivable (1,111) (5,128)
Inventories (1,496) 1,944
Trade accounts payable 1,500 1,756
Other assets and liabilities (258) (1,586)
--------- ---------
Net cash provided by (used in)
operating activities 521 (469)
--------- ----------
Investing Activities:
Capital expenditures (1,489) (658)
Other (23) (11)
--------- --------
Net cash used in
investing activities (1,512) (669)
--------- --------
Financing Activities:
Proceeds from issuance of long-term
debt and notes payable 141 468
Principal payments of long-term debt
and notes payable (210) (126)
Proceeds from exercise of warrants 88
--------- ---------
Net cash provided by
financing activities 19 342
--------- ---------
Decrease in cash and cash equivalents (972) (796)
--------- ---------
Cash and cash equivalents at beginning
of period 4,377 6,909
--------- ---------
Cash and cash equivalents at end of period $ 3,405 $ 6,113
========= =========
Supplemental Information:
Cash payments for:
Interest $ 516 $ 474
Income taxes -0- -0-
See notes to consolidated condensed financial statements.
<PAGE>
AMDURA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
QUARTER ENDED MARCH 31, 1994
(Unaudited)
1. ACCOUNTING POLICIES
The unaudited consolidated condensed financial statements
reflect all adjustments (consisting of normal recurring
accruals) which are, in the opinion of management, necessary
for a fair presentation of the results of operations and
financial position for the periods presented. Accounting
policies for the periods ended March 31, 1994 and 1993, are the
same as those outlined in the Annual Report on Form 10-K of
Amdura Corporation (the "Company" or "Amdura") filed for the
fiscal year ended December 31, 1993. The information presented
herein represents only condensed financial data and should be
read in connection with the Annual Report on Form 10-K.
2. INVENTORIES
March 31,
(In Thousands) 1994 December 31,
(Unaudited) 1993
Finished goods $ 16,423 $ 15,822
Work-in-process 12,614 11,855
Raw materials 6,297 6,216
--------- ---------
Total 35,334 33,893
Allowance to
adjust the carrying
value of certain
inventories to a
LIFO basis (294) (138)
--------- ---------
Total before
advance payments 35,040 33,755
Less advance payments (365) (576)
--------- ----------
Total $ 34,675 $ 33,179
========= ==========
Inventories valued using the LIFO method comprised 82.2 percent
and 81.1 percent of inventories at March 31, 1994 and December
31, 1993, respectively.
3. COMMITMENTS AND CONTINGENCIES
As discussed in Item 3, "Legal Proceedings" in Amdura's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993 and
in Note 13, "Commitments and Contingencies" to the Consolidated
Financial Statements, included in the 1993 Annual Report to
Stockholders, there remains pending against Amdura one
administrative claim for which the parties have reached a
settlement agreement subject to approval by the Bankruptcy Court.
Amdura has a liability recorded in its financial statements equal
to the amount it will be required to pay pursuant to this
settlement agreement. In addition, parties holding claims that
have been disallowed or ruled by the Bankruptcy Court to be
unsecured may attempt to reassert their claims as administrative or
priority claims. Also, some creditors may attempt to assert that
their claims are not discharged and should continue as post
bankruptcy obligations of the Company. Although management, in
consultation with legal counsel, is taking certain actions in
connection with defending against or resolving these claims, it is
currently not determinable if any of these claims will be allowed
by the Bankruptcy Court or, if allowed, the ultimate liability to
the Company.
The Company and its subsidiaries from time to time are
presented with claims arising out of their current and former
manufacturing and other operations, including claims asserting
personal injury arising out of the manufacture, sale and use of the
products of those businesses based on various theories of recovery
for product liability and for workers compensation. The Company
believes that no one such outstanding claim or group of related
claims is material to the consolidated financial position of
Amdura. Amdura and its subsidiaries vigorously defend all product
liability claims, and believe that their products are safe and
suitable for their intended uses. Amdura and its subsidiaries have
comprehensive general liability insurance under various programs
which may afford total or partial coverage for certain product
claims.
Effective April 1, 1994 the Company purchased certain assets of
a business engaged in similar manufacturing operations in exchange
for 2,151 shares of new Amdura Series B four percent Cumulative
Convertible Preferred Stock. This acquisition is not material to
the financial position or operations of the Company.
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis of the financial
condition and results of operations of Amdura Corporation and its
wholly-owned subsidiaries, The Crosby Group, Inc. ("Crosby") and
The Harris Waste Management Group, Inc. ("Harris") should be read
in conjunction with the Consolidated Condensed Financial Statements
and related Notes included in Part I, Item 1 hereof and in
conjunction with the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 and the Company's 1993 Annual
Report to stockholders incorporated therein by reference (the "1993
Form 10-K"). This discussion covers activities of the Company for
the three months ended March 31, 1994 ("first quarter 1994") and
March 31, 1993 ("first quarter 1993").
Changes in Financial Condition
The Company reported net income of $145,000 for the first
quarter 1994. These results, however, are not as favorable as the
net income of $918,000 reported in the first quarter 1993, due to
reasons discussed in "Results of Operations", below.
Changes in financial condition for year-to-date 1994 were
primarily the result of the Company's manufacturing activities.
First quarter 1994 sales decreased two percent from first quarter
1993. Accounts receivable were $1,569,000 less at March 31, 1994
than at March 31, 1993, and inventories and accounts payable were
approximately unchanged at these two dates, due to this small
change in sales.
Changes in financial condition for first quarter 1994 were also
influenced by the Company's payment of obligations resulting from
the bankruptcy proceedings. During this period, Amdura contributed
$233,000 to certain pension plans in accordance with a settlement
with the Pension Benefit Guaranty Corporation; a similar
contibution of $290,000 was made in the first quarter 1993. Also,
during the first quarter 1993, the Company disbursed a total of
$1,065,000 for bankruptcy administrative claims, remedial
activities at the CAP/SKB Landfill and professional fees related to
the 1991 bankruptcy reorganization and the 1992 term note
restructuring. By comparison, Amdura disbursed a total of $172,000
for these items in the first quarter 1994, representing an 84
percent reduction and a relative improvement in the Company's
financial condition due to a decrease in the disbursements.
For the first quarter 1994, the Company paid a total of
$444,000 in interest and fees under its long-term debt and
revolving line of credit agreements, a two percent increase over
the $435,000 paid in the first quarter 1993 due to an increase in
the floating interest rate paid on the senior term loan and the
payment of fees for letters of credit. Of the total interest paid
each year, the Company elected to pay approximately $223,000 in
cash, rather than "in-kind", as permitted by its subordinated term
loan agreement.
Liquidity Requirements and Capital Resources
As of March 31, 1994, current assets of the Company exceeded
current liabilities by $28,101,000. The Company believes that cash
flow from current operations is sufficient to meet liquidity
requirements for its continuing operations. As discussed below,
the Company has access to a $10,000,000 line of credit to meet
short-term liquidity requirements should the need arise. Amdura
and its subsidiaries have jointly issued $25,090,000 in senior and
subordinated term loan notes. The related agreements require the
payment of interest quarterly. Annual principal payments commence
on December 31, 1994. The final maturity date of the notes is
December 22, 2001. The subordinated term loan agreement also
provides that any excess cash flow, as defined by the agreement,
shall be applied to the payment of the secured subordinated debt on
an annual basis.
According to the terms of its revolving credit agreement,
Amdura, as guarantor, and Crosby and Harris are provided with a
revolving line of credit in the maximum principal amount of
$10,000,000. During first quarter 1994, no draws were made on this
line of credit; however, letters of credit aggregating $675,000
were issued under the revolving credit line in connection with
various bonding agreements.
As more fully discussed in the 1993 Form 10-K, the term and
revolving loan agreements set forth certain covenants with which
the Company is required to comply. As of March 31, 1994, Amdura,
Crosby and Harris were in compliance with the requirements of these
covenants.
In addition to the foregoing, Amdura's foreign subsidiaries
have available working capital credit agreements of $4,930,000. As
of March 31, 1994, the foreign subsidiaries had outstanding
indebtedness of $1,801,000 under these agreements.
Results of Operations
Total revenues for the first quarter 1994 were $31,437,000,
consisting of $23,825,000 at Crosby and $7,612,000 at Harris.
Although Amdura's consolidated revenues decreased only 2.2 percent
from the first quarter 1993, Harris revenues were 21.3 percent
below the first quarter 1993, due to reduced sales in Harris'
ferrous product lines, which includes large shears and balers for
steel mills and scrap metal processors.
Costs of products sold decreased 1.6 percent from the first
quarter 1993 to 1994, due to the decrease in sales noted above.
The first quarter 1994 gross margin of $6,520,000 represents a
decrease of $312,000 from the first quarter 1993, which is also a
result of the decline in sales. Gross margin as a percentage of
total revenues was approximately 21 percent for the first quarter
1994 and 1993.
Selling and administration expenses increased $330,000, or 6.1
percent, from the first quarter 1993 to the first quarter 1994.
The cause for this increase was higher marketing and engineering
costs associated with the Company's efforts to expand its
businesses, particularly Harris' efforts to develop sales in
international markets.
First quarter 1994 interest expense was $516,000 compared to
$509,000 for first quarter 1993. This small increase was due to an
increase in the floating interest rate paid on the senior term loan
and a slightly higher level of interest paid on foreign revolving
credit lines.
Income tax expense of $119,000 was reported for the first
quarter 1994, compared to an income tax benefit of ($5,000) for the
first quarter 1993. This increase in expense is primarily the
result of the utilization of deferred tax assets existing at the
reorganization date and the related reversal of the valuation
allowance being used first to reduce reorganization value in excess
of amounts allocable to identified assets. The utilization of
these deferred deductible temporary differences and net operating
loss carryforwards have reduced the Company's cash tax payment to
the Internal Revenue Service to zero. Although Amdura has
significant net operating loss carryforwards which originated prior
to the reorganization date, the Internal Revenue Code limits
utilization of the net operating loss carryforwards due to certain
change of ownership requirements.
<PAGE>
PART II - OTHER INFORMATION
ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following documents are filed or incorporated by
reference as Exhibits to this Quarterly Report on Form 10-Q:
Exhibit Number Description
11.1 Calculation of Net Income per Common Share and
Common Equivalent Share.
(b) Reports on Form 8-K
There were no current reports on Form 8-K filed during the
quarter ended March 31, 1994.
<PAGE>
SIGNATURE
Pursuant to the requirements 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.
AMDURA CORPORATION
Date: May 11, 1994 By /s/ C. David Bushley
C. David Bushley, Senior Vice
President, Finance
and Administration and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
<PAGE>
Exhibit Index
Sequentially
Exhibit No. Description Numbered Page
11.1 Calculation of Net Income Per
Common Share and Common Equivalent Share.14
<PAGE>
EXHIBIT 11.1
AMDURA CORPORATION AND SUBSIDIARIES
CALCULATION OF NET INCOME PER COMMON SHARE
AND COMMON EQUIVALENT SHARE
(Unaudited)
(In Thousands, Except Per Share Amounts)
Three Months Ended March 31,
1994 1993
Net Income per Common
Share and Common Equivalent
Share:
Net income $ 145 $ 918
-------- --------
Weighted average number of
common shares outstanding 24,497 12,500
Add: Common Equivalent Shares Outstanding:
Shares available upon conversion of
Series A Preferred Stock 11,966
Shares available upon exercise of
warrants 288 644
Shares available upon exercise
of stock options 226 470
-------- --------
Total common and common equivalent
shares outstanding 25,011 25,580
-------- --------
Net income per common
share and common
equivalent share $ .01 $ .04
======== ========
