<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED March 31, 1998 COMMISSION FILE NUMBER 0-14229
---------------------- -----------
CROWN ANDERSEN INC
- ---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 58-1653577
- ---------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
306 Dividend Drive, Peachtree City, Georgia 30269
- ----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 486-2000
-------------------------
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 filing such
requirements for the past 90 days. Yes X No ___
---
============================================================================
Class Outstanding at March 31, 1998
----------------------------- ----------------------------
Common Stock, $0.10 Par Value 1,515,571 shares
Page 1 of 12
<PAGE>
CROWN ANDERSEN INC
------------------
INDEX
-----
PAGE NO.
--------
Part I. FINANCIAL INFORMATION:
Consolidated Balance Sheets--
March 31, 1998 and September 30, 1997 3
Consolidated Statements of Income--
Three Months and Six Months Ended March 31, 1998
and 1997 4
Consolidated Statements of Cash Flows--
Six Months Ended March 31, 1998 and 1997 5
Notes to Consolidated Financial Information 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a vote of Security
Holders 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 12
2
<PAGE>
CROWN ANDERSEN INC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, September 30,
1998 1997
------------ --------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
CURRENT:
Cash and cash equivalents $ 2,315,073 $ 4,894,371
Receivables:
Trade, less allowance of $86,356 and $113,476 for
possible losses 4,409,756 2,683,989
Other 125,314 139,595
Income taxes 248,258 43,602
Costs and estimated earnings in excess of billings on
uncompleted contracts 4,460,998 5,836,898
Inventories 2,496,599 2,566,179
Prepaid expenses 117,428 66,581
Current maturities of long-term note receivable 150,000 300,000
Deferred income taxes 432,114 432,114
----------- -----------
TOTAL CURRENT ASSETS 14,755,540 16,963,329
RESTRICTED CASH 1,036,000 1,036,000
NOTE RECEIVABLE, less current maturities 490,000 490,000
EQUIPMENT HELD FOR RESALE 580,000 670,000
PROPERTY AND EQUIPMENT, less accumulated depreciation 1,570,006 1,661,962
DEFERRED INCOME TAXES 433,942 433,942
OTHER ASSETS 122,301 130,732
----------- -----------
$18,987,789 $21,385,965
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable $ - $ -
Accounts payable 2,798,614 4,069,018
Accruals:
Compensation 290,905 350,986
Warranty 500,000 1,009,700
Miscellaneous 311,402 394,314
Billings on uncompleted contracts in excess of cost and
estimated earnings - 117,721
Current maturities of long-term debt 825,000 494,736
Deferred income taxes 181,791 189,254
----------- -----------
TOTAL CURRENT LIABILITIES 4,907,712 6,625,729
LONG-TERM DEBT, less current maturities - 775,000
DEFERRED INCOME TAXES 102,917 102,917
----------- -----------
TOTAL LIABILITIES 5,010,629 7,503,646
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common Stock, $.10 par; shares authorized 5,000,000; issued
1,561,635; outstanding 1,515,571 and 1,512,198 156,164 156,164
Additional paid-in capital 2,905,801 2,905,801
Treasury stock; 46,064, at cost (295,733) (319,760)
Retained earnings 11,178,054 11,030,288
Foreign currency translation adjustment 32,874 109,826
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 13,977,160 13,882,319
----------- -----------
$18,987,789 $21,385,965
=========== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
3
<PAGE>
<TABLE>
<CAPTION>
CROWN ANDERSEN INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED MARCH 31, ENDED MARCH 31,
----------------------- --------------------------
1998 1997 1998 1997
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
REVENUES:
Contracts $3,913,819 $5,389,596 $8,310,060 $ 9,824,698
Sales 570,654 380,302 928,502 809,610
Other - - 16,835 37,846
---------- ---------- ---------- -----------
4,484,473 5,769,898 9,255,397 10,672,154
---------- ---------- ---------- -----------
COSTS AND EXPENSES:
Cost of contracts and sales 3,778,120 4,387,398 7,552,818 8,036,775
Selling, general and administrative 751,636 841,671 1,594,935 1,724,482
Interest and other (57,466) 3,837 (107,520) (16,786)
---------- ---------- ---------- -----------
4,472,290 5,232,906 9,040,233 9,744,471
---------- ---------- ---------- -----------
Income from operations before
taxes on income 12,183 536,992 215,164 927,683
TAXES ON INCOME 3,300 191,900 67,400 334,100
---------- ---------- ---------- -----------
NET INCOME $ 8,883 $ 345,092 $ 147,764 $ 593,583
========== ========== ========== ===========
AVERAGE SHARES AND EQUIVALENT SHARES
OUTSTANDING 1,515,571 1,510,273 1,513,885 1,520,733
========== ========== ========== ===========
EARNINGS PER SHARE $0.01 $0.23 $0.10 $0.39
========== ========== ========== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
4
<PAGE>
CROWN ANDERSEN INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
------------------------------
1998 1997
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 147,764 $ 593,583
Adjustments to reconcile net income to net cash
used by operating activities:
Depreciation and amortization 123,611 138,928
Provision for valuation of soil processor unit 90,000 180,000
Deferred income taxes (500) (1,801)
Loss on sales of fixed assets - 1,193
Cash provided by (used for)
Trade and other receivables (1,747,917) (5,468,187)
Refundable income taxes (204,656) 14,959
Costs and estimated earnings in excess of billings on
uncompleted contracts 1,375,211 1,377,389
Inventories 45,562 (475,739)
Prepaid expenses (52,819) 41,845
Accounts payable (1,238,674) (176,624)
Accrued expenses (641,641) (275,408)
Billings on uncompleted contracts in excess of costs and
estimated earnings (117,721) (13,419)
Other (33,818) (23,441)
----------- -----------
Cash used for operating activities (2,255,598) (4,086,722)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in restricted cash - 112,000
Collection of note receivable 150,000 150,000
Proceeds from sale of fixed assets - 1,244
Capital expenditures (51,171) (40,227)
----------- -----------
Cash provided by investing activities 98,829 223,017
----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in notes payable - 935,000
Reduction in long-term debt (444,736) (585,337)
Issuance (purchase) of treasury stock 24,027 (202,447)
----------- -----------
Cash provided by (used for) financing activities (420,709) 147,216
----------- -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (1,820) 2,113
----------- ----------
CASH AND CASH EQUIVALENTS:
Net decrease during the year (2,579,298) (3,714,376)
Balance at beginning of year 4,894,371 5,200,796
----------- -----------
BALANCE AT END OF PERIOD $ 2,315,073 $1,486,420
=========== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
5
<PAGE>
CROWN ANDERSEN INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL INFORMATION
===========================================
1. Condensed footnotes:
-------------------
As contemplated by the Securities and Exchange Commission instructions to
Form 10-Q, the following footnotes have been condensed and therefore do not
contain all disclosures required in connection with annual financial statements.
Reference should be made to the notes to Crown Andersen Inc.'s annual financial
statements set forth in its Form 10-K for the year ended September 30, 1997.
2. Earnings per share:
------------------
Earnings per share is computed based on the weighted average of common
shares, common stock options (using the treasury stock method) in accordance
with FAS 128 "Earnings Per Share." The stock options outstanding during 1997
and 1998 were antidilutive and thus did not affect earnings per share.
3. Stock options:
-------------
As of March 31, 1998, options to purchase 44,000 shares at an average price
of $6.44 were outstanding under the Company's stock option plan.
The Company also has outstanding warrants to purchase 15,000 shares of
common stock under the Directors Stock Warrant Plan at $10.50 per share.
4. Revenue recognition:
-------------------
Revenues from contracts are reported on the percentage-of-completion
method. Under this method, the percentage of contract revenue to be recognized
currently is based on the ratio of costs incurred to date to total estimated
contract costs, after giving effect to the most recent estimate of costs to
complete. Revenues other than contracts are recorded when the product is
shipped or the service is rendered to the customers.
5. Inventories:
-----------
Inventories were $2,496,599 and $2,566,179 as of March 31, 1998 and
September 30, 1997. Included in inventories is approximately $1,761,000 related
to incineration equipment purchased from a former competitor.
6. Restricted cash:
---------------
As of March 31, 1998, $1,036,000 of the Company's short-term investments
were held by banks as collateral for an outstanding letter of credit. The
letter of credit expires in 1999.
7. Equipment held for resale:
-------------------------
On September 30, 1992, the Company sold a soil processor unit under a
financing-type lease arrangement. As a result of the customer's default, the
Company, during 1994, terminated the lease and repossessed the equipment. On
September 30, 1994, the Company reclassified this asset as equipment held for
resale and reduced its carrying value from approximately $2.1 million to $1.8
million. The Company employs an outside appraiser and reviews the carrying
value of this unit on a periodic basis. Through March 31, 1998, the carrying
value of this unit has been reduced to $580,000. The adjustments to carrying
value have been charged to operations in each respective year.
8. Commitments and contingencies:
------------------------------
There are no significant changes to the information discussed in the
Company's annual report on Form 10K for the year ended September 30, 1997 (Note
11 to the Consoli-dated Financial Statements), except as described in Note 9
("Subsequent Event") below.
6
<PAGE>
9. Subsequent event:
-----------------
On April 20, 1998, a settlement agreement was finalized between Crown
Andersen Inc and the plaintiffs (Textron Investment Management Company and The
Farm Bureau Mutual Insurance Company) in a lawsuit over principal and interest
payments and legal fees for certain Winfield, Kansas property formerly occupied
by Struthers Thermo-Flood Corp., a former Crown Andersen subsidiary.
Under terms of the settlement, the Registrant agreed to pay the plaintiffs
$2,300,000 in cash ($1,630,000 immediately and $670,000 twelve months later).
In exchange for the payment, all litigation will stop and the Registrant will
receive the property (buildings, equipment, and all contents), certain escrow
accounts valued at $180,000 and the assignment of lease payments of
approximately $120,000 per year. The Company intends to sell the property and
will recognize a one-time net loss in the range of $300,000 - $600,000 in the
fiscal quarter ending June 30, 1998.
* * *
The financial information included in this report has not been certified
and should not be relied upon to the same extent as certified financial
statements. The financial information included in this report reflects all
adjustments which are, in the opinion of management, necessary for a fair
presentation of the results for the interim period. Nevertheless, the results
shown are for interim periods and are not necessarily indicative of results to
be expected for the year.
7
<PAGE>
CROWN ANDERSEN INC AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
================================================
Introduction:
- ------------
Crown Andersen Inc. (Crown Andersen or the Company) is a publicly-traded
holding company for Andersen 2000 Inc. (Andersen) and, through Andersen, owns
all of the outstanding stock of Montair Andersen bv (Montair). The Company is
engaged exclusively in the pollution control and waste processing businesses.
Liquidity and Capital Resources:
- -------------------------------
Cash and cash equivalents at March 31, 1998 decreased $2,579,298 from the
September 30, 1997 balance of $4,894,371. The decrease was primarily
attributable to an increase in receivables and a decrease in payables. The
decrease in payables reflects the reclassification of $400,000 in warranty
accrual to cost and estimated earnings in excess of billings on uncompleted
contracts. This reclassification was necessary to remove $400,000 carried in
the warranty accrual for a completed project that is in litigation, with an
offsetting amount in the cost and estimated earnings in excess of billings asset
account with no impact in the resulting cash flow from operating activities.
The increase in receivables is related to projects completed and billed in March
1998 and collected in April 1998. Cash used for operating activities amounted
to $2,255,598. The increase in receivables and the decrease in payables
amounting to $3,598,232 more than offset a decrease in costs and estimated
earnings in excess of billings on uncompleted contracts of $1,375,211 and net
income plus depreciation of $361,375.
Montair realized a positive operating cash flow as a result of a decrease
in inventories and an increase in payables which offset a net loss of $43,736
for the six month period.
Cash provided by investing activities amounted to $98,829 and included
$150,000 collected from a note receivable, offset by $51,171 in capital
expenditures.
Cash used for financing activities reflects a reduction in long-term debt
of $444,736, and the issuance of treasury stock of $24,027.
As disclosed in Note 7 to the Consolidated Financial Statements, during
1994 the Company repossessed certain equipment sold under a lease arrangement.
The Company has reduced the carrying value of this asset to $580,000 as of March
31, 1998 and it is reflected as equipment held for resale in the accompanying
consolidated balance sheet. The Company is attempting to market this equipment
for sale.
As indicated in Note 9 (Subsequent Event), on April 20, 1998, a settlement
agreement was finalized between Crown Andersen Inc and the plaintiffs (Textron
Investment Management Company and The Farm Bureau Mutual Insurance Company) in a
lawsuit over principal and interest payments and legal fees for certain
Winfield, Kansas property formerly occupied by Struthers Thermo-Flood Corp., a
former Crown Andersen subsidiary.
Under terms of the settlement, the Registrant agreed to pay $2,300,000 in
cash ($1,630,000 immediately and $670,000 in twelve months). In exchange for
the payment, all litigation will stop and the Registrant will receive the
property (buildings, equipment, and all contents), certain escrow accounts
valued at $180,000 and the assignment of lease payments of approximately
$120,000 per year. The Company intends to sell the property and will recognize
a one-time net loss in the range of $300,000 - $600,000 in the fiscal quarter
ending June 30, 1998. The Company will use its existing cash reserves and funds
available under its credit facility to effect this settlement.
As of March 31, 1998, the Company had no borrowings against its $5.0
million line of credit and the $0.4 million credit facility available to
Montair. The amount of $4.2 million remained available for borrowing under
these credit facilities as $1.3 million in letters of credit are outstanding
against the U.S. line of credit. The Company expects to utilize its existing
credit facility and current cash reserves to effect the settlement of litigation
mentioned above and to fund anticipated cash needs resulting from a temporary
8
<PAGE>
slowdown in its business. Current cash reserves and the credit facility will
provide the Company with adequate liquidity for the short term.
Under the current loan agreement, the Company is required to obtain the
bank's consent to pay cash dividends, purchase treasury stock, or to sell assets
which constitute collateral. The Company obtained permission to purchase up to
$400,000 of treasury stock. A total of $295,733 of net treasury stock purchases
is reflected in the Company's balance sheet as of March 31, 1998.
In the year 2000, many computer programs with date sensitive software may
recognize year 2000 as the year 1900. This could result in a system failure or
miscalculations causing disruption in processing business transactions. The
Company has been informed that its accounting software is year 2000 compliant.
The computer hardware is also year 2000 compliant. The Company's engineering
software is also unaffected by year 2000 and the Company is actively changing
its FORTRAN computer system over to a more modern system. However, there can be
no guarantees that all the Company's systems that will be affected have been
identified.
As of March 31, 1998, the Company's equity in its Montair operation had
declined in value by $76,942 from September 30, 1997 as a result of a decrease
in the foreign currency translation adjustment, reflecting a 5% increase in the
U.S. dollar against the Dutch guilder.
Results of Operations:
- ---------------------
Revenues.
- ---------
Revenues for the first six months of fiscal 1998 were $9,255,397 compared
with $10,672,154 for the first six months of fiscal 1997. For the second
quarter of fiscal 1998, revenues were $4,484,473 compared with $5,759,898 for
the comparable figure in 1997 and $4,770,924 for the first three months of
fiscal 1998. Foreign sales (including export sales by Andersen and sales by the
Netherlands subsidiary) were $7.3 million and $9.4 million for the first six
months of 1998 and 1997, respectively, and accounted for 79.0% and 88.3% of
revenues. All changes in revenues are related to the quantity of product sold,
not to pricing changes.
The decrease in mid year revenues of $1,416,757 (13%) from fiscal 1997 was
attributable to revenue decreases of $755,658 and $661,099 at Andersen and
Montair, respectively. This is the result of the economic downturn in Asia.
The Company continues to rely on the international market for most of its
revenues. Demand for the Company's products in the domestic market has remained
low over the last four years because of uncertainty in changes in United States
regulations. There has been a substantial slowdown in the Asian markets which
the Company has served in the last five years, and the slowdown has not been
offset by any other markets. The Company expects to receive orders with a value
in excess of $6.0 million in the third or fourth quarter of fiscal 1998.
Depending on timing, these orders may have a favorable impact in fiscal 1998
results. However, the Company expects even more uncertainties in the foreign
markets because of currency problems in countries where the Company has been
doing business. To date, the Company has not experienced a decline in bidding
activity. Despite the high bidding activity, however, the Company has
experienced a very abrupt slowdown in the receipt of new orders, which will
adversely impact revenue levels and net income for fiscal 1998.
Second quarter 1998 revenues decreased by $1,285,425 (22%) from the
comparable period in 1997. Revenues at Andersen decreased $672,493 while
revenues at Montair decreased $612,932.
Second quarter 1998 revenues declined $286,451 (6%) from the preceding
fiscal quarter. This decrease was entirely attributable to Montair, where two
orders were delayed by the purchasers during the quarter. Both orders have been
released, immediately after the close of the quarter.
Cost of Sales.
- --------------
For the first six months of fiscal 1998, cost of sales totaled $7,552,818,
as compared with $8,036,775 for the first six months of fiscal 1997. Second
quarter 1998 cost of sales were $3,778,120 as compared with $4,387,398 for the
second quarter of 1997 and $3,774,698 for the first quarter of 1998.
9
<PAGE>
The decrease in six month cost of sales of $483,957 (6%) from 1997, was due
to lower revenues, offset partially by a decrease in margins due to fixed costs,
which did not decline with the revenues. Second quarter 1998 cost of sales
decreased $609,278 from 1997, primarily as a result of lower revenues.
Second quarter 1998 cost of sales increased $3,422 from the preceding
fiscal quarter, primarily as a result of a 5% decline in margins which is the
result of fixed costs which do not vary with revenues.
Selling, General and Administrative Costs.
- ------------------------------------------
Selling, general and administrative costs for the first six months of
fiscal 1998 were $1,594,935 compared with $1,724,482 for the first six months of
fiscal 1997. For the second quarter of 1998, selling, general and
administrative costs were $751,636, as compared with $841,671 in the comparable
period of 1997 and $843,299 for the first quarter of 1998. As a percentage of
revenues, selling, general and administrative costs were 17.3%, 16.2%, 16.7%,
14.6% and 17.7% of revenues for the first six months of 1998 and 1997; the
second quarter of 1998 and 1997, and the first quarter of 1998, respectively.
The current period decreases of $129,547 (7%) and $90,035 (11%) from the
comparable six months and second quarter periods of fiscal 1997 are primarily
attributable to a reduction in the valuation provision on equipment held for
resale.
Second quarter 1998 expenses decreased by $91,663 (11%) from the preceding
quarter, primarily attributable to operations at Andersen.
Interest and Other (Income) Expenses.
- -------------------------------------
Interest and other income (expenses) for the first six months of fiscal
1998 resulted in a credit of $107,520 compared with a credit of $16,786 for the
comparable period in 1997. For the second quarter of 1998, interest and other
expenses were $57,466 (credit), compared to expenses of $3,837 in the second
quarter of 1997, and a credit of $50,054 for the first quarter of 1998. The
decreases of $90,734 and $61,303 for the current six months and second quarter
from the comparable periods of 1997 reflect lower net interest cost and lower
bad debt expense. During the current quarter, costs decreased $7,412 from the
preceding quarter as a result of lower bad debt expense.
Interest cost is expected to increase during the second half of fiscal 1998
and fiscal 1999 as a result of anticipated borrowings against the bank line of
credit.
Taxes on Income.
- ----------------
The effective tax rates for all periods are:
<TABLE>
<CAPTION>
<S> <C>
First 6 months of 1998 31.3%
First 6 months of 1997 36.0%
Second quarter of 1998 27.1%
Second quarter of 1997 35.7%
First quarter of 1998 31.6%
</TABLE>
Net Income.
- -----------
Net income for the first six months of 1998 was $147,764 or $0.10 per
share, compared with $593,583 or $0.39 per share for the first six months of
1997. For the second quarter of 1998, net income was $8,883 or $0.01 per share
compared with $345,092 or $0.23 per share for the second quarter of 1997 and
$138,881 or $0.09 per share for the first quarter of 1998.
Net income in the current six months and second quarter periods decreased
$445,819 (75%) and $336,209 (97%) from the comparable periods of 1997 as a
result of an abrupt slowdown in business with lower revenues and lower operating
margins. Lower selling, general and administrative expenses and lower interest
costs partly offset the adverse impact of lower revenues. Montair suffered a
net loss of $43,736 for the first six months of 1998, after realizing a net
income of $35,558 in the first quarter.
10
<PAGE>
Net income decreased $129,998 from the preceding fiscal quarter, primarily
as a result of lower revenues and lower operating margins.
Based on an abnormally low backlog of orders to be filled and a very slow
incoming order rate, the Company expects a substantial loss in the third fiscal
quarter, even before the legal settlement costs on the property settlement. (See
Note 9, "Subsequent Event" on Page 7, and Part II, Item 6(c)). The overall
impact on year-end income cannot be determined at this time until incoming
orders in the third and fourth quarters are received.
The Company has instituted some substantial cost cutting measures to
minimize the adverse effect of the lower incoming order rate and the resultant
reduced net income.
Shares Outstanding.
- -------------------
The average shares and equivalent shares outstanding for all periods are
<TABLE>
<CAPTION>
<S> <C>
First 6 months of 1998 -- 1,513,885
First 6 months of 1997 -- 1,520,733
Second quarter of 1998 -- 1,515,571
Second quarter of 1997 -- 1,510,273
First quarter of 1998 -- 1,512,198
</TABLE>
The unexercised options and warrants are antidilutive for all periods.
11
<PAGE>
CROWN ANDERSEN INC AND SUBSIDIARIES
PART II
OTHER INFORMATION
====================================
ITEM 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
(a) The Annual Meeting of Stockholders of the registrant was held on
February 18, 1998. At the Annual Meeting of Stockholders, proxies
were solicited under Regulation 14 of the Exchange Act and all
management nominees for the directors listed in the proxy
statement were elected. There was no solicitation in opposition
to management's nominees. In addition, the following proposals
were approved:
The appointment of BDO Seidman, LLP, as independent accountants of the
Company for the fiscal year ending September 30, 1998.
The adoption of the Company's 1998 Directors Stock Warrant Plan.
The adoption of the Company's 1998 Incentive Stock Option Plan.
ITEM 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibit 27. Financial Data Schedule
(b) Loan Documents Modification Agreements dated February 28, 1998
and March 29, 1998 by and among Crown Andersen Inc, Andersen 2000
Inc and SouthTrust Bank of Georgia, N.A.
(c) The Company filed a report on Form 8K during the quarter ended
March 31, 1998 (on January 15, 1998).
SIGNATURES
==========
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.
CROWN ANDERSEN INC
Dated: May 8, 1998 By: /s/ Jack D. Brady
------------- -----------------------------
Jack D. Brady
Chairman of the Board
(Duly Authorized Officer)
Dated: May 8, 1998 By: /s/ Milton Emmanuelli
------------ -----------------------------
Milton Emmanuelli
Secretary and Treasurer
(Principal Financial Officer)
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<PERIOD-START> SEP-30-1997
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> MAR-31-1998
<CASH> 2,315,112
<SECURITIES> 0
<RECEIVABLES> 4,496,112
<ALLOWANCES> 86,456
<INVENTORY> 2,466,599
<CURRENT-ASSETS> 14,755,540
<PP&E> 1,570,006
<DEPRECIATION> 0
<TOTAL-ASSETS> 18,987,789
<CURRENT-LIABILITIES> 4,907,712
<BONDS> 0
0
0
<COMMON> 156,164
<OTHER-SE> 13,820,996
<TOTAL-LIABILITY-AND-EQUITY> 18,987,789
<SALES> 9,238,562
<TOTAL-REVENUES> 9,255,397
<CGS> 7,552,818
<TOTAL-COSTS> 9,040,233
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (107,520)
<INCOME-PRETAX> 215,164
<INCOME-TAX> 67,400
<INCOME-CONTINUING> 215,164
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 147,764
<EPS-PRIMARY> 0.10
<EPS-DILUTED> 0.10
</TABLE>
<PAGE>
AFTER RECORDING, RETURN TO: CROSS REFERENCE: Deed Book 1076, Page
Steven A. Pepper, Esq. 234, Fayette County, Georgia records; Deed
Altman, Kritzer & Levick, P.C. Book 1134, Page 694, aforesaid records
6400 Powers Ferry Road, N.W.
Suite 224
Atlanta, Georgia 30339-2949
LOAN DOCUMENTS MODIFICATION AGREEMENT
(February 28, 1998)
THIS LOAN DOCUMENTS MODIFICATION AGREEMENT (hereinafter referred to as
this "Amendment") is made and entered into as of the 28th day of February, 1998,
by and among CROWN ANDERSEN INC., a Delaware corporation, and ANDERSEN 2000
INC., a Delaware corporation (hereinafter collectively referred to as
"Borrower"), and SOUTHTRUST BANK, N.A., a national banking association, formerly
known as SouthTrust Bank of Georgia, N.A. (hereinafter referred to as "Lender").
BACKGROUND STATEMENT
Borrower and Lender are parties to that certain Commercial Revolving
Note dated June 28, 1996, made by Borrower to the order of Lender in the
original principal amount of Five Million and No/100 Dollars ($5,000,000.00)
(hereinafter referred to as the "Note", and the loan evidenced thereby as the
"Loan"). The Note is secured by (a) that certain General Security Agreement
from Borrower, as "Debtor" therein, to Lender, as "Secured Party" therein, dated
June 28, 1996 (hereinafter referred to as the "Security Agreement"), (b) that
certain Deed to Secure Debt, Assignment of Rents and Security Agreement from
Borrower, as "Grantor" therein, to Lender, as "Grantee" therein, dated June 28,
1996, and recorded in Deed Book 1076, Page 234, Fayette County, Georgia records
(hereinafter referred to as the "Security Deed"), and (c) some of the other
"Loan Documents," as that term is defined in the Commercial Loan Agreement
between Borrower and Lender dated June 28, 1996 (hereinafter referred to as the
"Loan Agreement"). The Loan Documents have previously been amended pursuant to
that certain Loan Documents Modification Agreement dated February 28, 1997, and
recorded in Deed Book 1134, Page 694, Fayette County, Georgia records. Borrower
and Lender have agreed to amend the Note, the Loan Agreement, the Security Deed,
and all of the other Loan Documents, and the parties hereto are entering into
this Amendment to evidence their agreements.
AGREEMENT
FOR AND IN CONSIDERATION of the sum of Ten and No/100 Dollars ($10.00),
the foregoing recitals, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Borrower and Lender do hereby
agree as follows:
1. LOAN BALANCE. The foregoing recitals are true and correct and are
incorporated herein by reference. Borrower and Lender acknowledge and agree
that as of February 11, 1998, the outstanding principal balance of the Note is
Zero and No/100 Dollars ($0.00), but that letters of credit have been issued by
Lender for the account of Borrower in the aggregate amount of One Million Two
Hundred Eighty Thousand Three Hundred Fifty-Two and No/100 Dollars
($1,280,352.00), thereby reducing availability under the Note.
2. MODIFICATION OF NOTE. The terms of the Note are hereby modified
and amended, effective as of the date hereof, by deleting in its entirety the
paragraph entitled "Payment Schedule" set forth on page 1 of the Note and
replacing it with the following:
"PAYMENT SCHEDULE. Principal and interest shall be due and payable as
follows: Interest only on the outstanding principal amount shall be due
and payable monthly, in arrears, beginning on August 1, 1996, and
continuing on the first day of each month thereafter until maturity. On
March 29, 1998, all unpaid principal, plus accrued and unpaid interest,
shall be due and payable in full."
<PAGE>
The purpose of this modification is to extend the maturity date of the Note to
March 29, 1998.
3. RATIFICATION; EXPENSES. Except as herein expressly modified or
amended, all the terms and conditions of the Note are hereby ratified, affirmed,
and approved. In consideration of Lender agreeing to extend the maturity date
of the Note, Borrower agrees to pay all fees and expenses incurred in connection
with this Amendment.
4. MODIFICATION OF LOAN AGREEMENT AND LOAN DOCUMENTS. As of the date
hereof, Borrower hereby reaffirms and restates each and every warranty and
representation set forth in the Loan Agreement and the other Loan Documents.
The terms of the Loan Agreement and the other Loan Documents are hereby modified
and amended, effective as of the date hereof, so that any reference in the Loan
Agreement or any of the other Loan Documents to the Note shall refer to the Note
as herein amended.
5. MODIFICATION OF SECURITY DEED. As of the date hereof, Borrower
hereby reaffirms and restates each and every warranty and representation set
forth in the Security Deed. The terms of the Security Deed are hereby modified
and amended, effective as of the date hereof, by deleting the paragraph on page
1 of the Security Deed that commences "THAT, WHEREAS, Grantor is justly indebted
to Grantee" in the aggregate sum of Six Million and No/100 Dollars
($6,000,000.00) in lawful money of the United States, its entirety and replacing
it with the following:
"THAT, WHEREAS, Grantor is justly indebted to Grantee in the aggregate
sum of Six Million and No/100 Dollars ($6,000,000.00) in lawful money of
the United States, or so much of said sum as may be advanced and
outstanding from time to time, and has agreed to pay the same, with
interest thereon, according to the terms of (a) that certain Commercial
Promissory Note given by Grantor to Grantee in the original principal
amount of One Million and No/100 Dollars ($1,000,000.00), bearing even
date herewith, with final payment being due on February 28, 1999, and
(b) that certain Commercial Revolving Note given by Grantor to Grantee
in the original principal amount of Five Million and No/100 Dollars
($5,000,000.00), bearing even date herewith, with final payment being
due on March 29, 1998 (hereinafter collectively referred to as the
"Note");".
6. NO DEFENSES; RELEASE. For purposes of this Paragraph , the terms
"Borrower Parties" and "Lender Parties" shall mean and include Borrower and
Lender, respectively, and each of their respective predecessors, successors and
assigns, and each past and present, direct and indirect, parent, subsidiary and
affiliated entity of each of the foregoing, and each past and present employee,
agent, attorney-in-fact, attorney-at-law, representative, officer, director,
shareholder, partner and joint venturer of each of the foregoing, and each heir,
executor, administrator, successor and assign of each of the foregoing;
references in this paragraph to "any" of such parties shall be deemed to mean
"any one or more" of such parties; and references in this sentence to "each of
the foregoing" shall mean and refer cumulatively to each party referred to in
this sentence up to the point of such reference. Borrower hereby acknowledges,
represents and agrees: that Borrower has no defenses, setoffs, claims,
counterclaims or causes of action of any kind or nature whatsoever with respect
to the Note, the Loan Agreement and the other Loan Documents or the indebtedness
evidenced and secured thereby, or with respect to any other documents or
instruments now or heretofore evidencing, securing or in any way relating to the
Loan, or with respect to the administration or funding of the Loan, or with
respect to any other transaction, matter or occurrence between any of the
Borrower Parties and any Lender Parties or with respect to any acts or omissions
of any Lender Parties (all of said defenses, setoffs, claims, counterclaims or
causes of action being hereinafter referred to as "Loan Related Claims"); that,
to the extent that Borrower may be deemed to have any Loan Related Claims,
Borrower does hereby expressly waive, release and relinquish any and all such
Loan Related Claims, whether or not known to or suspected by Borrower; that
Borrower shall not institute or cause to be instituted any legal action or
proceeding of any kind based upon any Loan Related Claims; and that Borrower
shall indemnify, hold harmless and defend all Lender Parties from and against
any and all Loan Related Claims and any and all losses, damages, liabilities,
costs and expenses suffered or incurred by any Lender Parties as a result of any
assertion or allegation by any Borrower Parties of any Loan Related Claims or as
a result of any legal action related thereto.
-2-
<PAGE>
7. NO NOVATION. Borrower and Lender hereby acknowledge and agree that
this Amendment shall not constitute a novation of the indebtedness evidenced by
the Loan Documents, and further that the terms and provisions of the Loan
Documents shall remain valid and in full force and effect except as may be
hereinabove modified and amended.
8. NO WAIVER OR IMPLICATION. Borrower hereby agrees that nothing
herein shall constitute a waiver by Lender of any default, whether known or
unknown, which may exist under the Note or any other Loan Documents. Borrower
hereby further agrees that no action, inaction or agreement by Lender,
including, without limitation, any extension, indulgence, waiver, consent or
agreement of modification which may have occurred or have been granted or
entered into (or which may be occurring or be granted or entered into hereunder
or otherwise) with respect to nonpayment of the Loan or any portion thereof, or
with respect to matters involving security for the Loan, or with respect to any
other matter relating to the Loan, shall require or imply any future extension,
indulgence, waiver, consent or agreement by Lender. Borrower hereby
acknowledges and agrees that Lender has made no agreement, and is in no way
obligated, to grant any future extension, indulgence, waiver or consent with
respect to the Loan or any matter relating to the Loan.
9. NO RELEASE OF COLLATERAL. Borrower further acknowledges and agrees
that this Amendment shall in no way occasion a release of any collateral held by
Lender as security to or for the Loan, and that all collateral held by Lender as
security to or for the Loan shall continue to secure the Loan.
10. EXTENSION; WAIVER OF STAY. Borrower and Lender acknowledge and
agree that this Amendment is being entered into as part of an extension of the
loan relationship created by the Loan Agreement following the scheduled maturity
of the Note. In consideration of Lender agreeing to the terms and conditions
set forth in this Amendment, Borrower hereby (i) waives and agrees not to assert
or take advantage of an assertion or claim that the automatic stay provided by
11 U.S.C. (S) 362 (arising upon the voluntary or involuntary bankruptcy
proceeding of Borrower), or any other stay provided under any other debtor
relief law (whether statutory, common law, case law or otherwise) of any
jurisdiction whatsoever, now or hereafter in effect, which may be or become
applicable, shall operate or be interpreted to stay, interdict, condition,
reduce or inhibit the ability of Lender to enforce any of its rights, whether
now or hereafter acquired, which Lender may have against Borrower, and (ii)
consents to, and waives the right to oppose, Lender obtaining relief from the
automatic stay provided by 11 U.S.C. (S) 362 (arising upon the voluntary or
involuntary bankruptcy proceeding of Borrower), or any other stay provided under
any other debtor relief law (whether statutory, common law, case law or
otherwise).
11. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and
inure to the benefit of Borrower and Lender and their respective successors and
assigns, whether voluntary by act of the parties or involuntary by operation of
law.
12. AUTHORITY. By executing this Amendment as hereinafter provided,
Milton Emmanuelli hereby certifies that he is the Treasurer and Chief Financial
Officer of Crown Andersen Inc. and the Secretary of Andersen 2000 Inc. and is
duly authorized to execute this Amendment on behalf of each of the parties
comprising Borrower.
[SIGNATURES COMMENCE ON NEXT PAGE]
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<PAGE>
IN WITNESS WHEREOF, this Amendment has been duly executed under seal by
Borrower, Guarantor and Lender, as of the day and year first above written.
BORROWER:
Signed, sealed and delivered in the presence of: CROWN ANDERSEN INC.,
a Delaware corporation
_____________________________________
Unofficial Witness
By:__________________________________________
Milton Emmanuelli
Treasurer/
Chief Financial Officer
_____________________________________
Notary Public [CORPORATE SEAL]
[NOTARIAL SEAL]
ANDERSEN 2000 INC.,
a Delaware corporation
By:_________________________________________ Milton Emmanuelli
Secretary
[CORPORATE SEAL]
LENDER:
Signed, sealed and delivered in the presence of:
SOUTHTRUST BANK, N.A.,
a national banking association
_____________________________________
Unofficial Witness
By:_________________________
Thomas D. Findlay
Vice President
_____________________________________
Notary Public
[NOTARIAL SEAL]
-4-
<PAGE>
AFTER RECORDING, RETURN TO: CROSS REFERENCE: Deed Book 1076, Page
Steven A. Pepper, Esq. 234, Fayette County, Georgia records; Deed
Altman, Kritzer & Levick, P.C. Book 1134, Page 694, aforesaid records
6400 Powers Ferry Road, N.W.
Suite 224
Atlanta, Georgia 30339-2949
LOAN DOCUMENTS MODIFICATION AGREEMENT
(March 29, 1998)
THIS LOAN DOCUMENTS MODIFICATION AGREEMENT (hereinafter referred to as
this "Amendment") is made and entered into as of the 29th day of March, 1998, by
and among CROWN ANDERSEN INC., a Delaware corporation, and ANDERSEN 2000 INC., a
Delaware corporation (hereinafter collectively referred to as "Borrower"), and
SOUTHTRUST BANK, N.A., a national banking association, formerly known as
SouthTrust Bank of Georgia, N.A. (hereinafter referred to as "Lender").
BACKGROUND STATEMENT
Borrower and Lender are parties to that certain Commercial Revolving
Note dated June 28, 1996, made by Borrower to the order of Lender in the
original principal amount of Five Million and No/100 Dollars ($5,000,000.00)
(hereinafter referred to as the "Note", and the loan evidenced thereby as the
"Loan"). The Note is secured by (a) that certain General Security Agreement
from Borrower, as "Debtor" therein, to Lender, as "Secured Party" therein, dated
June 28, 1996 (hereinafter referred to as the "Security Agreement"), (b) that
certain Deed to Secure Debt, Assignment of Rents and Security Agreement from
Borrower, as "Grantor" therein, to Lender, as "Grantee" therein, dated June 28,
1996, and recorded in Deed Book 1076, Page 234, Fayette County, Georgia records
(hereinafter referred to as the "Security Deed"), and (c) some of the other
"Loan Documents," as that term is defined in the Commercial Loan Agreement
between Borrower and Lender dated June 28, 1996 (hereinafter referred to as the
"Loan Agreement"). The Loan Documents have previously been amended pursuant to
that certain Loan Documents Modification Agreement dated February 28, 1997, and
recorded in Deed Book 1134, Page 694, Fayette County, Georgia records, and that
certain Loan Documents Modification Agreement dated February 28, 1998. Borrower
and Lender have agreed to amend the Note, the Loan Agreement, the Security Deed,
and all of the other Loan Documents, and the parties hereto are entering into
this Amendment to evidence their agreements.
AGREEMENT
FOR AND IN CONSIDERATION of the sum of Ten and No/100 Dollars ($10.00),
the foregoing recitals, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Borrower and Lender do hereby
agree as follows:
1. LOAN BALANCE. The foregoing recitals are true and correct and are
incorporated herein by reference. Borrower and Lender acknowledge and agree
that as of March 29, 1998, the outstanding principal balance of the Note is Zero
and No/100 Dollars ($0.00), but that letters of credit have been issued by
Lender for the account of Borrower in the aggregate amount of One Million Two
Hundred Eighty Thousand Three Hundred Fifty-Two and No/100 Dollars
($1,280,352.00), thereby reducing availability under the Note.
2. MODIFICATION OF NOTE. The terms of the Note are hereby modified
and amended, effective as of the date hereof, by deleting in its entirety the
paragraph entitled "Payment Schedule" set forth on page 1 of the Note and
replacing it with the following:
"PAYMENT SCHEDULE. Principal and interest shall be due and payable as
follows: Interest only on the outstanding principal amount shall be due
and payable monthly, in arrears, beginning on August 1, 1996, and
continuing on the first day of each month thereafter until maturity. On
March 30, 1999, all unpaid principal, plus accrued and unpaid interest,
shall be due and payable in full."
<PAGE>
The purpose of this modification is to extend the maturity date of the Note to
March 30, 1999.
3. RATIFICATION; EXPENSES. Except as herein expressly modified or
amended, all the terms and conditions of the Note are hereby ratified, affirmed,
and approved. In consideration of Lender agreeing to extend the maturity date
of the Note, Borrower agrees to pay all fees and expenses incurred in connection
with this Amendment.
4. MODIFICATION OF LOAN AGREEMENT AND LOAN DOCUMENTS. As of the date
hereof, Borrower hereby reaffirms and restates each and every warranty and
representation set forth in the Loan Agreement and the other Loan Documents.
The terms of the Loan Agreement and the other Loan Documents are hereby modified
and amended, effective as of the date hereof, so that any reference in the Loan
Agreement or any of the other Loan Documents to the Note shall refer to the Note
as herein amended.
5. MODIFICATION OF SECURITY DEED. As of the date hereof, Borrower
hereby reaffirms and restates each and every warranty and representation set
forth in the Security Deed. The terms of the Security Deed are hereby modified
and amended, effective as of the date hereof, by deleting the paragraph on page
1 of the Security Deed that commences "THAT, WHEREAS, Grantor is justly indebted
to Grantee" in the aggregate sum of Six Million and No/100 Dollars
($6,000,000.00) in lawful money of the United States, its entirety and replacing
it with the following:
"THAT, WHEREAS, Grantor is justly indebted to Grantee in the aggregate
sum of Six Million and No/100 Dollars ($6,000,000.00) in lawful money of
the United States, or so much of said sum as may be advanced and
outstanding from time to time, and has agreed to pay the same, with
interest thereon, according to the terms of (a) that certain Commercial
Promissory Note given by Grantor to Grantee in the original principal
amount of One Million and No/100 Dollars ($1,000,000.00), bearing even
date herewith, with final payment being due on February 28, 1999, and
(b) that certain Commercial Revolving Note given by Grantor to Grantee
in the original principal amount of Five Million and No/100 Dollars
($5,000,000.00), bearing even date herewith, with final payment being
due on March 30, 1999 (hereinafter collectively referred to as the
"Note");".
6. NO DEFENSES; RELEASE. For purposes of this Paragraph , the terms
"Borrower Parties" and "Lender Parties" shall mean and include Borrower and
Lender, respectively, and each of their respective predecessors, successors and
assigns, and each past and present, direct and indirect, parent, subsidiary and
affiliated entity of each of the foregoing, and each past and present employee,
agent, attorney-in-fact, attorney-at-law, representative, officer, director,
shareholder, partner and joint venturer of each of the foregoing, and each heir,
executor, administrator, successor and assign of each of the foregoing;
references in this paragraph to "any" of such parties shall be deemed to mean
"any one or more" of such parties; and references in this sentence to "each of
the foregoing" shall mean and refer cumulatively to each party referred to in
this sentence up to the point of such reference. Borrower hereby acknowledges,
represents and agrees: that Borrower has no defenses, setoffs, claims,
counterclaims or causes of action of any kind or nature whatsoever with respect
to the Note, the Loan Agreement and the other Loan Documents or the indebtedness
evidenced and secured thereby, or with respect to any other documents or
instruments now or heretofore evidencing, securing or in any way relating to the
Loan, or with respect to the administration or funding of the Loan, or with
respect to any other transaction, matter or occurrence between any of the
Borrower Parties and any Lender Parties or with respect to any acts or omissions
of any Lender Parties (all of said defenses, setoffs, claims, counterclaims or
causes of action being hereinafter referred to as "Loan Related Claims"); that,
to the extent that Borrower may be deemed to have any Loan Related Claims,
Borrower does hereby expressly waive, release and relinquish any and all such
Loan Related Claims, whether or not known to or suspected by Borrower; that
Borrower shall not institute or cause to be instituted any legal action or
proceeding of any kind based upon any Loan Related Claims; and that Borrower
shall indemnify, hold harmless and defend all Lender Parties from and against
any and all Loan Related Claims and any and all losses, damages, liabilities,
costs and expenses suffered or incurred by any Lender Parties as a result of any
assertion or allegation by any Borrower Parties of any Loan Related Claims or as
a result of any legal action related thereto.
-2-
<PAGE>
7. NO NOVATION. Borrower and Lender hereby acknowledge and agree that
this Amendment shall not constitute a novation of the indebtedness evidenced by
the Loan Documents, and further that the terms and provisions of the Loan
Documents shall remain valid and in full force and effect except as may be
hereinabove modified and amended.
8. NO WAIVER OR IMPLICATION. Borrower hereby agrees that nothing
herein shall constitute a waiver by Lender of any default, whether known or
unknown, which may exist under the Note or any other Loan Documents. Borrower
hereby further agrees that no action, inaction or agreement by Lender,
including, without limitation, any extension, indulgence, waiver, consent or
agreement of modification which may have occurred or have been granted or
entered into (or which may be occurring or be granted or entered into hereunder
or otherwise) with respect to nonpayment of the Loan or any portion thereof, or
with respect to matters involving security for the Loan, or with respect to any
other matter relating to the Loan, shall require or imply any future extension,
indulgence, waiver, consent or agreement by Lender. Borrower hereby
acknowledges and agrees that Lender has made no agreement, and is in no way
obligated, to grant any future extension, indulgence, waiver or consent with
respect to the Loan or any matter relating to the Loan.
9. NO RELEASE OF COLLATERAL. Borrower further acknowledges and agrees
that this Amendment shall in no way occasion a release of any collateral held by
Lender as security to or for the Loan, and that all collateral held by Lender as
security to or for the Loan shall continue to secure the Loan.
10. EXTENSION; WAIVER OF STAY. Borrower and Lender acknowledge and
agree that this Amendment is being entered into as part of an extension of the
loan relationship created by the Loan Agreement following the scheduled maturity
of the Note. In consideration of Lender agreeing to the terms and conditions
set forth in this Amendment, Borrower hereby (i) waives and agrees not to assert
or take advantage of an assertion or claim that the automatic stay provided by
11 U.S.C. (S) 362 (arising upon the voluntary or involuntary bankruptcy
proceeding of Borrower), or any other stay provided under any other debtor
relief law (whether statutory, common law, case law or otherwise) of any
jurisdiction whatsoever, now or hereafter in effect, which may be or become
applicable, shall operate or be interpreted to stay, interdict, condition,
reduce or inhibit the ability of Lender to enforce any of its rights, whether
now or hereafter acquired, which Lender may have against Borrower, and (ii)
consents to, and waives the right to oppose, Lender obtaining relief from the
automatic stay provided by 11 U.S.C. (S) 362 (arising upon the voluntary or
involuntary bankruptcy proceeding of Borrower), or any other stay provided under
any other debtor relief law (whether statutory, common law, case law or
otherwise).
11. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and
inure to the benefit of Borrower and Lender and their respective successors and
assigns, whether voluntary by act of the parties or involuntary by operation of
law.
12. AUTHORITY. By executing this Amendment as hereinafter provided,
Milton Emmanuelli hereby certifies that he is the Treasurer and Chief Financial
Officer of Crown Andersen Inc. and the Secretary of Andersen 2000 Inc. and is
duly authorized to execute this Amendment on behalf of each of the parties
comprising Borrower.
[SIGNATURES COMMENCE ON NEXT PAGE]
-3-
<PAGE>
IN WITNESS WHEREOF, this Amendment has been duly executed under seal by
Borrower, Guarantor and Lender, as of the day and year first above written.
BORROWER:
Signed, sealed and delivered in the presence of: CROWN ANDERSEN
INC., a Delaware
corporation
_____________________________________
Unofficial Witness
By:__________________________________________ Milton Emmanuelli
Treasurer/Chief
Financial Officer
_____________________________________
[CORPORATE SEAL]
Notary Public
[NOTARIAL SEAL] ANDERSEN 2000 INC.,
a Delaware corporation
By:__________________________________________
Milton Emmanuelli
Secretary
[CORPORATE SEAL]
LENDER:
Signed, sealed and delivered in the presence of:
SOUTHTRUST BANK, N.A.,
a national banking
association
_____________________________________
Unofficial Witness
By:___________________
William H. Browning
Vice President
_____________________________________
Notary Public
[NOTARIAL SEAL]
-4-
