<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
/X/ Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period
ended November 30, 1995; 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 Number: 33-12173
AMERICOLD CORPORATION
(Exact name of registrant as specified in its charter)
OREGON 93-0295215
(State of Incorporation) (I.R.S. Employer
Identification Number)
7007 S.W. Cardinal Lane, Suite 135
Portland, Oregon 97224
(Address of principal executive offices) (Zip Code)
(503) 624-8585
(Registrant's telephone number, including area code)
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 whether the registrant has filed all
documents and reports required to be filed by Sections 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 / /
Number of shares outstanding of the registrant's common stock, par
value $.01 per share, as of December 31, 1995: 4,860,934 shares.
AMERICOLD CORPORATION
Form 10-Q
INDEX
-----
Page
----
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Operations 5
Consolidated Statements of Cash Flows 7
Notes to Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations xx
PART II OTHER INFORMATION
Item 1. Legal Proceedings xx
Item 6. Exhibits and Reports on Form 8-K xx
SIGNATURES xx
EXHIBIT INDEX xx
<PAGE>
PART I - Financial Information
Item 1. Financial Statements
AMERICOLD CORPORATION
CONSOLIDATED BALANCE SHEETS
Last day of February 1995 and November 1995
(In thousands, except share data)
<TABLE>
<CAPTION>
Last day of Last day of
February 1995 November 1995
------------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents (note 6) $ 33,163 $ 7,971
Trade receivables, net 20,510 30,048
Other receivables, net 2,105 5,493
Prepaid expenses 5,240 2,868
Other current assets 974 906
---------- ----------
Total current assets 61,992 47,286
Property, plant and equipment, less accumulated depreciation
of $156,806 and $169,315, respectively 367,248 382,414
Cost in excess of net assets acquired, less accumulated
amortization of $19,765 and $21,511, respectively 80,028 77,882
Other noncurrent assets 35,327 15,961
---------- ----------
Total assets $ 544,595 $ 523,543
========== ==========
LIABILITIES, PREFERRED STOCK AND COMMON STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 6,741 $ 15,808
Accrued interest 17,683 13,693
Accrued expenses 11,345 8,544
Deferred revenue 5,914 6,297
Current maturities of long-term debt (note 2) 31,315 2,702
Other current liabilities 3,912 1,319
---------- ----------
Total current liabilities 76,910 48,363
Long-term debt, less current maturities (note 2) 442,912 461,791
Deferred income taxes 106,098 102,401
Other noncurrent liabilities 10,633 10,742
---------- ----------
Total liabilities 636,553 623,297
---------- ----------
Preferred stock, $100 par value; authorized 1,000,000 shares;
issued and outstanding 52,936 shares (note 5) 5,789 6,325
---------- ----------
Common stockholders' deficit (note 3):
Common stock, $.01 par value; authorized
10,000,000 shares; issued and outstanding 4,860,934 shares 49 49
Additional paid-in capital 49,022 49,022
Retained deficit (146,775) (155,107)
Equity adjustment to recognize minimum pension liability (43) (43)
---------- ----------
Total common stockholders' deficit (97,747) (106,079)
---------- ----------
Total liabilities, preferred stock and
common stockholders' deficit $ 544,595 $ 523,543
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
AMERICOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Three and nine months ended last day of November 1994 and 1995
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three months Three months Nine Months Nine months
ended ended ended ended
last day of last day of last day of last day of
November 1994 November 1995 November 1994 November 1995
------------- ------------- ------------- -------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net sales $ 60,150 $ 86,852 $ 162,214 $ 199,897
---------- ---------- ---------- ----------
Operating expenses:
Cost of sales 37,355 62,206 104,188 135,903
Amortization of cost in excess of
net assets acquired 633 626 1,902 2,146
Selling and administrative expenses 6,467 7,082 19,500 21,154
---------- ---------- ---------- ----------
Total operating expenses 44,455 69,914 125,590 159,203
---------- ---------- ---------- ----------
Gross operating margin 15,695 16,938 36,624 40,694
---------- ---------- ---------- ----------
Other income (expense):
Interest expense (13,760) (14,009) (41,318) (42,135)
Gain on insurance settlement (note 8) 16,953 - 16,953 -
Reorganization expenses (note 2) - (404) - (6,704)
Other, net 248 (171) 720 (347)
---------- ---------- ---------- ----------
Total other income (expense) 3,441 (14,584) (23,645) (49,186)
---------- ---------- ---------- ----------
Income (loss) before income taxes and
extraordinary item 19,136 2,354 12,979 (8,492)
(Provision) benefit for income taxes (note 4) (7,731) (1,169) (5,754) 2,489
---------- ---------- ---------- ----------
Net income (loss) before extraordinary item 11,405 1,185 7,225 (6,003)
Extraordinary item, net of income tax
benefit of $1,157 (note 7) - - - (1,793)
---------- ---------- ---------- ----------
Net income (loss) $ 11,405 $ 1,185 $ 7,225 $ (7,796)
========== ========== ========== ==========
Income (loss) per common share (note 5)
Income (loss) before extraordinary item $ 2.31 $ 0.21 $ 1.38 $ (1.34)
Extraordinary item - - - (0.37)
---------- ---------- ---------- ----------
Net income (loss) per common share $ 2.31 $ 0.21 $ 1.38 $ (1.71)
========== ========== ========== ==========
Weighted average number of shares
outstanding 4,864 4,861 4,864 4,861
========== ========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
AMERICOLD CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended last day of November 1994 and 1995
(In thousands)
<TABLE>
<CAPTION>
Nine months Nine months
ended last ended last
day of day of
November 1994 November 1995
------------- -------------
(Unaudited) (Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 7,225 $ (7,796)
Adjustments to reconcile net income (loss) to
net cash provided (used) by operating activities:
Depreciation 15,154 14,505
Amortization and other noncash expenses 3,874 3,915
Changes in assets and liabilities (7,519) (10,743)
Provision for deferred taxes 2,634 (3,697)
Gain on insurance settlement (16,953) -
Write-off of unamortized issuance costs - 962
Write-off of unamortized original issue discount - 1,988
--------- ----------
Net cash provided (used) by operating activities 4,415 (866)
--------- ----------
Cash flows from investing activities:
Net expenditures for property, plant
and equipment (13,213) (29,300)
Proceeds from insurance policies and other items, net 24,590 1,815
--------- ---------
Net cash provided (used) by investing activities 11,377 (27,485)
--------- ---------
Cash flows from financing activities:
Principal payments under capitalized
lease and other debt obligations (1,577) (2,156)
Retirement of mortgage bonds - (10,000)
Release of escrowed funds 2,957 15,315
--------- ---------
Net cash provided by financing activities 1,380 3,159
--------- ---------
Net increase (decrease) in cash and cash equivalents 17,172 (25,192)
Cash and cash equivalents at beginning of period 3,892 33,163
--------- ---------
Cash and cash equivalents at end of period $ 21,064 $ 7,971
========== ==========
Supplemental disclosure of cash flow information:
Cash paid year-to-date for interest,
net of amounts capitalized $ 44,196 $ 46,125
========= ==========
Capital lease obligations incurred to lease new equipment $ 671 $ 343
========== ==========
Cash paid during the year for income taxes $ 28 $ 395
========== ==========
Property sale proceeds placed in escrow $ 463 $ -
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
AMERICOLD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. PRINCIPLES OF CONSOLIDATION
---------------------------
The consolidated balance sheet as of the last day of November
1995; the related consolidated statements of operations for
the three and nine months ended the last day of November 1994
and November 1995; and the related consolidated statements of
cash flows for the nine months ended the last day of November
1994 and November 1995 are unaudited. In the opinion of
management, all adjustments necessary for a fair presentation
of such financial statements have been included. Such
adjustments consisted of normal recurring items. Interim
results are not necessarily indicative of results for a full
year. The financial information presented herein should be
read in conjunction with the financial statements included in
the registrant's Annual Report on Form 10-K for the year ended
the last day of February 1995.
2. PLAN OF REORGANIZATION UNDER CHAPTER 11
---------------------------------------
On May 9, 1995, the Company filed a prepackaged plan of
reorganization (the "Plan") under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court
for the District of Oregon (the "Court"). The principal
purpose of the Plan was to reduce the Company's short-term
cash requirements with respect to payments due on its
subordinated indebtedness and to adjust certain restrictive
financial covenants and certain other provisions contained in
the Amended and Restated Investment Agreement, dated March 2,
1993, between the Company and Metropolitan Life Insurance
Company ("MetLife"). On the filing date, the Plan had been
approved by both of the classes of debtholders entitled to
vote on the Plan.
On June 19, 1995, the Court approved the Company's Disclosure
Statement dated April 14, 1995 and the Company's solicitation
of votes to accept or reject the Plan, and confirmed the Plan.
On June 30, 1995, the Plan became effective, pursuant to
which:
(i) each holder of the Company's 11% Senior Subordinated
Debentures due 1997 was entitled to receive a
corresponding amount of new 15% Senior Subordinated
Debentures due 2007, and an amount in cash equal to the
accrued but unpaid interest on the old Senior
Subordinated Debentures through June 29, 1995; and
(ii) the Company repurchased on June 30, 1995, $10.0 million
of its 11.45% Series A First Mortgage Bonds due 2002 at
par and paid an agreement modification fee of $2.25
million to MetLife in conjunction with amending the
Amended and Restated Investment Agreement, dated March 2,
1993, between the Company and MetLife.
In addition, the Company has:
(a) Amended on June 30, 1995, the existing credit agreement
with its primary bank, which provides an aggregate
availability of $27.5 million, to be used for any
combination of letters of credit (up to $10.0 million)
and revolving cash borrowings, subject to borrowing base
limitations. The new credit agreement is secured by the
Company's trade receivables and, at the Company's option,
mortgages on certain of the Company's warehouse
properties.
(b) Rejected certain lease agreements relating to four
warehouse facilities at Watsonville, Oakland and San
Francisco, California; and Chicago, Illinois.
In November 1990, the American Institute of Certified Public
Accountants issued Statement of Position 90-7, "Financial
Reporting by Entities in Reorganization Under the Bankruptcy
Code" ("SOP 90-7"). Under SOP 90-7, the financial statements
for periods including and subsequent to filing a Chapter 11
petition are structured to distinguish transactions and events
that are directly associated with the reorganization from the
ongoing operations of the Company. Since the Company was in
Chapter 11 proceedings for less than two months, and since the
Plan did not differentiate between prepetition and post-
petition liabilities and did not include any forgiveness of
liabilities, the Company has elected not to follow the
presentation proposed by SOP 90-7. The Company has expensed
all professional fees and similar types of expenditures
incurred through the last day of November 1995 directly
relating to the Chapter 11 proceedings as "reorganization
expenses." The Company also has not recorded the effects of
any possible damage claims as a result of the rejection of
certain lease agreements in the financial statements for the
first nine months of fiscal 1996.
3. COMMON STOCKHOLDERS' DEFICIT
----------------------------
The Company has reserved 300,000 shares of common stock for
issuance under a stock option plan established in 1987. Under
the plan, options are granted by the compensation committee of
the Board of Directors to purchase common stock at a price not
less than 85% of the fair market value on the date the option
is granted.
Information with regard to the plan as of the last day of
November 1995 follows:
Number of Shares Exercise Number of Shares Expiration
Subject to Option Price Exercisable Date
----------------- -------- ---------------- ----------
89,656 $10.00 89,656 May 1998
100,000 $18.95 100,000 June 2000
30,000 $21.88 12,000 May 2003
30,000 $20.40 6,000 December 2003
4. PROVISION FOR INCOME TAXES
--------------------------
The provision for income taxes was computed using a tax rate
of 39.2%. The tax rate was applied to loss before income
taxes and extraordinary item, after adjusting for amortization
of cost in excess of net assets acquired.
5. LOSS PER COMMON SHARE
------------------------------
Loss per common share is computed by dividing net loss, less
preferred dividend requirements, by the weighted average
number of common shares outstanding. See Exhibit 11,
Statement Re Computation of Per Share Earnings.
6. CASH AND CASH EQUIVALENTS
-------------------------
Cash and cash equivalents includes highly liquid instruments,
with original maturities of three months or less when
purchased. There were cash equivalents totaling approximately
$25.2 million and $3.0 million as of the last day of February
1995 and November 1995.
7. EXTRAORDINARY ITEM
------------------
In conjunction with the exchange of the senior subordinated
debentures and the repurchase of the $10.0 million of first
mortgage bonds, as discussed in note 2, unamortized original
issue discount of approximately $2.0 million and unamortized
issuance costs of approximately $1.0 million were written off,
resulting in an extraordinary loss, net of taxes, of
approximately $1.8 million.
8. GAIN ON INSURANCE SETTLEMENT
----------------------------
Gain on insurance settlement of approximately $17.0 million
relates to the Company's settlement of its first party claims
with its insurance carriers for business interruption,
property damage and out-of-pocket expenses with respect to the
December 1991 fire at the Company's Kansas City, Kansas
warehouse facility.
9. NEW ACCOUNTING STANDARD
-----------------------
The Company has not implemented the requirements of Financial
Accounting Standard Board Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of,"
although it will be required to do so for fiscal years
beginning March 1, 1996 and thereafter. This statement
generally requires assessment of recoverability of an asset
after events or circumstances that indicate an impairment to
the asset and its future cash flows. Any impairment loss
would be recognized as a one-time charge to earnings affecting
results of operations, but would not affect the cash flow of
the Company. At this time, the Company does not believe there
will be an impairment loss to report.
<PAGE>
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
INTRODUCTION
- ------------
Americold provides integrated logistics services for the
frozen food industry consisting of warehousing and
transportation management. These services are provided
through the Company's network of 49 refrigerated warehouses
and its refrigerated transportation management unit. The
Company's fiscal year ends on the last day of February.
DEVELOPMENT OF TRANSPORTATION MANAGEMENT SERVICES - In recent
quarters, the Company has experienced increased interest by
customers in procuring transportation management services from
the Company. In this regard, the Company entered into
arrangements in the first half of fiscal 1996 pursuant to
which it is providing such services to three subsidiaries of
one large customer. Transportation management services
provided to these three customers account for substantially
all of the increase in the Company's transportation management
revenues thus far in fiscal 1996. The Company has made
proposals to offer similar services to certain other potential
customers by emphasizing its logistics expertise and warehouse
industry position which enable customers to obtain services in
support of distribution of frozen food products from a single
provider.
The maintenance and continued growth of transportation
management services revenues is dependent upon meeting
customer expectations. Transportation management services
require substantial coordination and the implementation of
complex systems. The Company encountered start-up
difficulties with respect to the introduction of certain
transportation management services for customers in the latter
part of fiscal 1996. The Company believes that it has
overcome such difficulties, but there can be no assurance that
the Company will not encounter difficulties in the future, or
that such difficulties, if encountered, would not adversely
affect operating income. There can also be no assurance that
difficulties, if encountered, would not adversely affect
customer relationships. The Company believes, however, that
its transportation management activities may lead to increased
revenues in the higher-margin warehousing business.
DEVELOPMENT OF WAREHOUSE PROPERTIES - The Company continually
evaluates the need for warehouse space and intends to pursue
growth of its refrigerated warehouse business both by
expanding its network of warehouses and by expanding existing
facilities in response to customer requirements. Since August
1994 (mid-fiscal 1995), the Company has added approximately
16.1 million cubic feet of storage capacity in five locations.
Two of such facilities became operational in fiscal 1995 and
one in the second quarter and two in the third quarter of
fiscal 1996. The increase, net of warehouse closures
discussed below, represents a 1.8% increase in available
warehouse space. The Company is currently working toward the
development of several new warehouses which include the
acquisition of 2.1 million cubic feet and the construction of
13 million cubic feet of new refrigerated warehouse space.
The Company intends to finance such expansion primarily
through operating leases pursuant to an existing commitment
and from other financing sources. See "--Liquidity and
Capital Resources-- Capital Resources."
Since August 1994, the Company has reduced the amount of
available refrigerated warehouse space by approximately 12
million cubic feet due to the sale of one property,
termination of four operating leases in the prepackaged
bankruptcy in the third quarter of fiscal 1996 and the
non-renewal of three other operating leases. The Company
expects that the effects of the closure or disposition of such
non-strategic facilities will have a positive effect on future
gross operating margin as a percentage of net sales.
PREPACKAGED BANKRUPTCY - On May 9, 1995, the Company filed a
prepackaged plan of reorganization (the "Plan") under Chapter
11 of the Bankruptcy Code (the "Prepackaged Bankruptcy"). The
principal purpose of the Plan was to reduce the Company's
short term cash requirements with respect to payments due on
its subordinated indebtedness by extending the maturity of
such indebtedness and to adjust certain restrictive financial
covenants and other provisions contained in an agreement with
one of its principal investors. The bankruptcy court approved
the Plan as filed and it became effective on June 30, 1995.
The Plan as approved provided, among other things, that each
holder of the Company's then outstanding 11% Senior
Subordinated Debentures due 1997 (the "11% Debentures") was
entitled to receive a corresponding amount of the Company's
new 15% Senior Subordinated Debentures due 2007 (the "15%
Debentures"), plus accrued but unpaid interest; that the
Company's 11.45% First Mortgage Bonds, Series A, due 2002 (the
"Series A Bonds") and its 11.5% First Mortgage Bonds, Series
B, due 2005 (the "Series B Bonds", and together with the
Series A Bonds, the "First Mortgage Bonds") were unaffected by
the Prepackaged Bankruptcy; and that the prior Amended and
Restated Investment Agreement dated as of March 2, 1993 (the
"Investment Agreement") was superseded by the Second Amended
and Restated Investment Agreement dated as of May 5, 1995 (the
"Second Investment Agreement") with Metropolitan Life
Insurance Company (the "Institutional Investor"). See "Legal
Proceedings." The Company believes the Prepackaged Bankruptcy
has not adversely affected the holders of its senior debt or
its relationships with its customers, suppliers or
shareholders. See "-- Liquidity and Capital Resources --
Liquidity -- Effect of Prepackaged Bankruptcy."
Through the third quarter of fiscal 1996, the Company incurred
approximately $6.7 million in reorganization expenses related
to the Prepackaged Bankruptcy. In addition, the write-off of
unamortized original issue discount and unamortized issuance
costs related to the exchange of the 11% Debentures and the
redemption of $10.0 million of the Series A Bonds in the
Prepackaged Bankruptcy resulted in an extraordinary loss, net
of taxes, of approximately $1.8 million in the same period.
RESULTS OF OPERATIONS
- ---------------------
COMPARISON OF NINE-MONTHS PERIODS ENDED NOVEMBER 30, 1994 AND
1995
-------------------------------------------------------------
NET SALES - The Company's net sales increased 23.2% from
$162.2 million for the first nine months of fiscal 1995 to
$199.9 million for the first nine months of fiscal 1996,
reflecting a substantial increase in transportation management
sales as well as a 3.7% increase in warehousing sales. The
Company's third fiscal quarter is typically its strongest
sales quarter.
Americold's net sales for the first nine months of fiscal 1995
and the first nine months of fiscal 1996 are detailed in the
table below, by activity:
NET SALES
(Dollars in Millions)
Nine Months Nine Months
Ended Ended % Change
November 30, 1994 November 30, 1995 FY95 to FY96
----------------- ----------------- ------------
Amount % Amount %
------ --- ------ ---
Logistics
Warehousing
Storage $ 77.4 47.7% $ 79.9 40.0% 3.2 %
Handling 53.1 32.7% 56.8 28.4% 6.7 %
Leasing 5.3 3.3% 5.1 2.6% (3.8)%
Freezing
and other 9.4 5.8% 8.7 4.3% (7.4)%
------ ----- ------ ----- ------
145.2 89.5% 150.5 75.3% 3.7%
Transportation
management
services 12.9 8.0% 46.0 23.0% 256.6 %
------ ---- ------ ----- ------
Total logistics 158.1 97.5% 196.5 98.3% 24.3 %
Other non-
logistics 4.1 2.5% 3.4 1.7% (17.1)%
------ ----- ------ ----- ------
Total net sales $162.2 100.0% $199.9 100.0% 23.2 %
====== ===== ====== ===== ======
Warehousing sales increased 3.7% from $145.2 million for the
first nine months of fiscal 1995 to $150.5 million for the
first nine months of fiscal 1996, principally due to a 3.2%
increase in storage revenue and a 6.7% increase in handling
revenue. The increase in storage revenue is primarily due to
price increases and changes in product mix, as storage volume
remained stable at approximately 1.56 billion pounds stored on
average per month in each of the two periods.
The Company is aware that a portion of the revenue derived
from one warehouse location and reflected in the first nine
months of fiscal 1996 will be directed to another company's
warehouse, which is expected to be constructed and operational
by mid- to late fiscal 1997. Unless mitigated by the
Company's efforts to obtain replacement business, the effect
on operating earnings from this relocation will be a reduction
of approximately $2.0 million per year. The Company believes
that it will locate replacement business to recover some
portion of such revenues and operating earnings by fiscal
1998.
The 6.7% increase in handling revenue resulted primarily from
a 3.7% increase in volume of product handled, with the
remaining increase due to price increases and changes in
product mix. For the first nine months of fiscal 1995, 15.2
billion pounds of product were handled by the Company compared
with 15.7 billion pounds during the same period in fiscal
1996.
Transportation management sales increased 256.6% from $12.9
million for the first nine months of fiscal 1995 to $46.0
million for the first nine months of fiscal 1996, due to the
outsourcing to the Company of additional transportation
management responsibilities by three customers.
Other non-logistics sales (quarry sales) decreased 17.1% from
$4.1 million for the first nine months of fiscal 1995 to $3.4
million for the first nine months of fiscal 1996. The Company
has entered into a letter of intent with respect to the sale
of the quarry. See "--Liquidity and Capital
Resources--Capital Resources--Capital Expenditures."
COST OF SALES - Cost of sales increased 30.4% from $104.2
million for the first nine months of fiscal 1995 to $135.9
million for the first nine months of fiscal 1996. The
increased volume of transportation management services, which
required increases in transportation capacity purchased from
carriers and the addition of new employees, resulted in an
approximately $32.1 million increase in cost of sales. In
addition, the cost of sales decreased as a result of warehouse
additions and closures, as discussed above, in the net amount
of $1.6 million.
Cost of sales as a percentage of net sales increased from
64.2% for the first nine months of fiscal 1995 to 68.0% for
the first nine months of fiscal 1996, as handling and
transportation management sales, which each have high variable
cost requirements, increased from 40.7% of net sales in the
prior period to 51.4% in the more recent period.
As the Company does not own transportation equipment, the
Company has entered into contracts with independent carriers
to provide freight transportation at negotiated rates.
Accordingly, the margins that the Company earns in providing
transportation management services are lower than its
warehousing services.
SELLING AND ADMINISTRATIVE EXPENSES - Selling and
administrative expenses increased 8.5% from $19.5 million for
the first nine months of fiscal 1995 to $21.2 million for the
first nine months of fiscal 1996. The increase primarily
reflects an increase of approximately $1.0 million in salaries
and related fringe benefits. Selling and administrative
expenses as a percentage of net sales decreased from 12.0% in
the first nine months of fiscal 1995 to 10.6% in the first
nine months of fiscal 1996 due to the increase in
transportation management sales which did not require a
corresponding increase in selling and administrative expenses.
GROSS OPERATING MARGIN - As a result of the factors discussed
above, gross operating margin increased 11.1% from $36.6
million for the first nine months of fiscal 1995 to $40.7
million for the first nine months of fiscal 1996.
INTEREST EXPENSE - Interest expense increased from $41.3
million for the first nine months of fiscal 1995 to $42.1
million for the first nine months of fiscal 1996 as a result
of slightly higher overall interest rates partially offset by
slightly lower overall borrowings. The increase in interest
rates resulted from the exchange in the Prepackaged Bankruptcy
of the Company's 11% Debentures for the new 15% Debentures.
REORGANIZATION EXPENSES - Reorganization expenses of
approximately $6.7 million reflect the expenses incurred for
professional services related to the Prepackaged Bankruptcy
including investment banking, accounting and legal fees,
through the third quarter of fiscal 1996.
INCOME (LOSS) - The Company's income before income taxes and
extraordinary item for the first nine months of fiscal 1995
was $13.0 million, compared to a loss of $8.5 million in the
first nine months of fiscal 1996. The decrease in income
between the two periods is due to the approximately $6.7
million of reorganization expenses incurred during the first
nine months of fiscal 1996 and the recognition by the Company
of an approximately $17.0 million gain from the insurance
settlement related to the Kansas City, Kansas fire in the
first nine months of fiscal 1995. These two factors were
offset in part by improved earnings from operations.
EXTRAORDINARY ITEM - In connection with the exchange of the
Company's 11% Debentures for the 15% Debentures and the
repurchase of the $10.0 million of Series A Bonds in the
Prepackaged Bankruptcy, unamortized original issue discount of
approximately $2.0 million and unamortized issuance costs of
approximately $1.0 million were written off, resulting in an
extraordinary loss, net of taxes, of approximately $1.8
million.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company believes it has sufficient liquidity and capital
resources to meet its needs related to payment of interest
expense, continued operation and maintenance of its
warehouses, operation and planned expansion of its
transportation management business and limited growth in
warehouse investment. Anticipated growth in the volume of
transportation management services is not expected to consume
significant capital resources. Although the Company's
internal resources for new warehouse acquisition or
construction are limited, the Company has arranged for up to
$25.0 million in lease financing for new warehouse facilities
from a finance company (the "Lease Line"). See "--Capital
Resources." The Company plans to finance its warehouse
expansion program principally through such lease financing
and the Company believes it has the ability to finance all of
its fiscal 1997 expansion projects from the Lease Line, other
than with respect to one project for which the Company is
seeking additional financing. In light of the significant
debt obligations due between fiscal 2000 and fiscal 2008, the
Company continues to need to increase operating cash flow and
seek external sources for refinancing. To the extent such
operating cash flow growth will result from warehouse capacity
growth, the Company will be required to obtain additional
sources of financing.
LIQUIDITY
---------
OPERATING CASH FLOW - Net cash flow from operating activities,
representing cash provided from operations, is used to fund
capital expenditures and meet debt service requirements.
Operating cash flow reported for any one period is sensitive
to the timing of the collection of receivables and the payment
of payables. Net cash flow from operating activities as
reported in the Company's consolidated financial statements
decreased from $4.4 million for the first nine months of
fiscal 1995 to a negative $0.9 million for the first nine
months of fiscal 1996. The decrease is due to the
reorganization expenses associated with the Prepackaged
Bankruptcy and changes in certain working capital items. The
Company's operating cash flow would have been $5.8 million for
the first nine months of fiscal 1996 without reorganization
costs of $6.7 million. Net cash flow from operating
activities in fiscal years 1993, 1994 and 1995 was $17.7
million, $18.5 million and $12.7 million, respectively.
WORKING CAPITAL - The Company's working capital position as of
the last day of the nine-month period ended November 30, 1995
was a negative $1.1 million. This position compares to a
negative $14.9 million at fiscal 1995 year end. Working
capital was reduced in the more recent period due to the
decrease in net cash flow from operations discussed above and
the funding of the construction of the Grand Island, Nebraska
warehouse facility discussed below, but was increased by the
effects of the Prepackaged Bankruptcy. Under the Plan,
approximately $28.8 million of senior subordinated debt
payments were postponed from May 1995 until fiscal 2008, which
reduced the current portion of long-term debt. Partially
offsetting this decrease in the current portion of long-term
debt, as part of the reorganization proceedings, the Company
repurchased for cash $10.0 million of long-term Series A
Bonds.
The Company's historical negative working capital position has
not affected its ability to meet its cash operating needs.
The Company, however, in fiscal 1995 experienced a shortfall
in the working capital necessary to make the fiscal 1995 and
fiscal 1996 sinking fund payments required with respect to the
11% Debentures, leading to the Prepackaged Bankruptcy.
CAPITAL RESOURCES
-----------------
The credit agreement with the Company's primary bank provides
an aggregate availability of $27.5 million, which may be used
for any combination of letters of credit (up to $10.0 million)
and revolving cash borrowings for general working capital
purposes, subject to borrowing base limitations. The
borrowing base for both cash borrowings and letter of credit
amounts equals 85% of eligible accounts receivable pledged to
the bank plus, at the option of the Company, 70% of the value
of all real property mortgaged to the bank, up to a maximum of
$27.5 million. The Company has not mortgaged any properties
under the credit agreement. The credit agreement, which
matures on February 28, 1999, requires a 30-day resting period
(during which there may be no outstanding borrowings) in
fiscal 1997, and requires two such periods during each of
fiscal 1998 and fiscal 1999. The credit agreement also
contains certain restrictive covenants, including financial
covenants.
Based on eligible accounts receivable as of November 30, 1995,
the Company had an available credit line of $25.4 million, of
which $7.9 million was used for letters of credit, principally
related to leasing commitments and worker's compensation
reserves. No cash borrowings were outstanding.
The Lease Line, for which the Company signed a commitment
letter in November 1995, is available to finance, subject to
meeting certain conditions, the construction or acquisition of
new warehouses or the expansion of existing warehouses which
are not pledged as collateral security for senior debt. The
Company intends to finance several of the planned warehouse
additions with the new Lease Line. The terms of each lease
financing will be separately established. The first funding
of approximately $5.7 million is expected to close in late
fiscal 1996 with respect to the Company's recently completed
Grand Island, Nebraska facility. The Lease Line commitment
expires December 31, 1996. The lease rate will be fixed at
the time of funding each property, and will be based on a
spread over seven-year Treasury Bills.
The Company, as part of its Kansas City, Kansas location,
operates a limestone quarry. Subject to the resolution of
certain remaining due diligence issues, the Company expects to
dispose of this business during fiscal 1997. Net proceeds of
the sale of approximately $4.5 million must, in accordance
with the Second Investment Agreement, be reinvested in
warehouse properties within 360 days or used to satisfy, in
part, the mortgage obligation on the property. There can be
no assurance that such sale will be completed.
CAPITAL EXPENDITURES - Budgeted fiscal 1996 capital
expenditures total approximately $35.4 million, including
approximately $25.6 million for warehouse expansions.
Expenditures for property, plant and equipment for the first
nine months of fiscal 1996 totaled $29.7 million, of which
approximately $24.5 million related to warehouse expansions.
Of the $24.5 million, all but the construction of the Grand
Island facility was covered by external funds and the Company
expects to finance the Grand Island facility with funds from
the Lease Line.
The Company has completed construction of two new warehouse
facilities in Pasco, Washington and Rochelle, Illinois, funded
with approximately $18.6 million of escrow funds provided
under the Bond Indenture. As a result, the Company has
expended substantially all of the escrowed funds under the
Bond Indenture, except for approximately $4.8 million from the
insurance proceeds from the Kansas City fire. A portion of
the $4.8 million is expected to be released to the Company in
late fiscal 1996 conditioned upon the Company submitting to
the Bond Trustee under the Indenture related to the First
Mortgage Bonds (the "Bond Trustee") an accounting of
restoration expenses incurred to date at the Kansas City
warehouse facility. The Company is working with the Bond
Trustee to define its options with respect to the use of any
remaining funds held by the Bond Trustee following the
reimbursement of such restoration expenses.
The projects the Company is currently exploring for fiscal
1997 would require the expenditure of up to $34.0 million, no
portion of which is presently committed. The Company
anticipates that it will use the Lease Line to finance all but
one of such projects. Certain capital expenditures planned
for late fiscal 1996 will be deferred until early fiscal 1997,
and certain capital expenditures planned for early fiscal 1997
are expected to be deferred until late fiscal 1997, resulting
in corresponding delays in the realization of benefits from
such investments.
EFFECT OF PREPACKAGED BANKRUPTCY - The Bankruptcy Court
approved the Plan on June 19, 1995 and the Plan became
effective on June 30, 1995. The Plan as approved provided,
among other things, that each holder of the Company's then
outstanding 11% Debentures was entitled to receive a
corresponding amount of the Company's new 15% Debentures at
par, plus accrued but unpaid interest; that the holders of the
Company's Senior Debt were not adversely affected by the
Prepackaged Bankruptcy; and that the prior Investment
Agreement was superseded by the Second Investment Agreement
with the Institutional Investor.
Subsequently, the Company rejected in the Prepackaged
Bankruptcy certain operating lease agreements relating to four
warehouse facilities at Watsonville, Oakland and San
Francisco, California; and Chicago, Illinois. Properties
subject to the leases accounted for approximately $11.7
million of sales and a minimal amount of gross operating
margin in fiscal 1995. The outcome of any damage claims
resulting from the lease rejections cannot be predicted at
this time, but the Company does not believe that the
resolutions of such claims will be material.
The Company believes that the effect of the Plan has been to
improve the Company's financial position by postponing the
maturity of its subordinated debt and increasing the
likelihood that the Company will realize the benefits of its
capital expenditures and the continuing expansion of its
transportation management activities. The Company remains
highly leveraged, however, and will continue to be subject to
substantial principal and interest obligations with respect to
its indebtedness.
NEW ACCOUNTING STANDARD
-----------------------
The Company has not implemented the requirements of Financial
Accounting Standards Board Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed
Of," although it will be required to do so for fiscal years
beginning March 1, 1996 and thereafter. This statement
generally requires assessment of recoverability of an asset
after events or circumstances that indicate an impairment to
the asset and its future cash flows. Any impairment loss
would be recognized as a one-time charge to earnings affecting
results of operations, but would not affect the cash flow of
the Company. At this time, the Company does not believe there
will be an impairment loss to report.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
- ---------------------------
On May 9, 1995, the Company filed the Plan under Chapter 11 of
the United States Bankruptcy Code in the Court (Case No.
395-33058elp11). The principal purpose of the Plan was to
reduce the Company's short-term cash requirements with respect
to payments due on its subordinated indebtedness and to adjust
certain restrictive financial covenants and certain other
provisions contained in the Amended and Restated Investment
Agreement, dated March 2, 1993, between the Company and
Metropolitan Life Insurance Company. On the filing date, the
Plan had received approval from both of the classes of
debtholders entitled to vote on the Plan.
On June 19, 1995, the Court approved the motion of the Company
requesting the Court (1) to approve the Company's Disclosure
Statement dated April 14, 1995 and the Company's procedure for
solicitation of votes to accept or reject the Plan, and (2) to
confirm the Plan. The Plan became effective on June 30, 1995.
As part of the bankruptcy proceedings, the Company has
rejected certain lease agreements relating to four warehouse
facilities resulting in the filing of lease rejection claims
by two landlords. The Company does not believe that the
resolution of such claims will have a material adverse effect
upon the Company, but there can be no assurance as to the
outcome of such proceedings.
For additional information with respect to the Plan, see Part
I, Item 2. -"Management's Discussion and Analysis of Financial
Condition and Results of Operations," and Part I, Item 1 -
Note 2 to Consolidated Financial Statements.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------------------------------------------
(a) Exhibits
10.1 Employment Agreement dated November 1, 1995 between
the Company and Ronald H. Dykehouse
10.2 Form of Employment Agreement dated August 1, 1995
between the Company and certain named executive
officers, and schedule
10.3 Form of Covenant Not to Compete and Consulting and
Non-Disclosure Agreement between the Company and
certain named executive officers, and schedule
(11) Statement re Computation of Per Share Earnings
(27) Financial Data Schedule
(b) Reports on Form 8-K
No Reports on Form 8-K were filed during the quarter for
which this report is filed.
<PAGE>
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.
AMERICOLD CORPORATION
/s/ Joel M. Smith
---------------------------------
JOEL M. SMITH, Senior Vice
President and Chief Financial
Officer
Date: January 16, 1996
<PAGE>
FORM 10-Q
Exhibit Index
Exhibit Page
- ------- ----
(a) Exhibits
10.1 Employment Agreement dated November 1, 1995
between the Company and Ronald H. Dykehouse
10.2 Form of Employment Agreement dated August 1,
1995 between the Company and certain named
executive officers, and schedule
10.3 Form of Covenant Not to Compete and
Consulting and Non-Disclosure Agreement
between the Company and certain named
executive officers, and schedule
(11) Statement re Computation of Per Share
Earnings
(27) Financial Data Schedule
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement"), dated as of
November 1, 1995, is between AMERICOLD CORPORATION, an Oregon
corporation ("Employer" or "Americold"), and Ronald H. Dykehouse
("Employee").
RECITALS
Employer is engaged in the public refrigerated warehouse
business. Employer desires to employ Employee on a full-time basis
as Chairman of the Board, President and Chief Executive Officer,
and Employee desires to accept the employment and to perform the
duties set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises,
agreements and conditions hereinafter set forth, it is agreed as
follows:
AGREEMENT
1. Employment. Employer agrees to employ Employee and
Employee agrees to continue employment upon the terms and
conditions hereinafter set forth. Employee represents and warrants
that he knows of no reason why he is not capable of performing his
obligations under this Agreement in accordance with its terms.
2. Term. Subject to the termination provisions in this
Agreement, the term of this Agreement will begin November 1, 1995
and will terminate on December 16, 1998. In their discretion and
subject to Section 7(e), the parties may agree to continue the
Agreement after December 16, 1998, in which case it shall be
extended for one year periods on the same terms as this Agreement,
until terminated as provided herein.
3. Duties. Employee will serve as Chairman of the
Board, President and Chief Executive Officer of Employer, with such
duties as are associated with this position, and those other duties
as may be assigned to him from time to time by the Board of
Directors of Employer. Employee agrees to use his best efforts to
promote the interests of Employer and to devote his entire working
time, attention and energies to performance of his duties under
this Agreement. Employee shall at all times faithfully and to the
best of his ability perform the duties that may be required of him
by Employer. During the term of this Agreement, Employee agrees
not to be engaged in any other business activity, whether or not
such business activity is pursued for gain, profit or other
pecuniary advantage. However, this Agreement shall not prevent
Employee from attending to his personal investment matters,
provided that such matters do not significantly affect the
performance of Employee's responsibilities under the Agreement or
violate the provisions of the parties' Covenant Not to Compete and
Consulting and Non-Disclosure Agreement (the "Covenant") executed
concurrently with this Agreement.
4. Base Compensation. Subject to Section 7 of this
Agreement, Employee shall receive no less than his present base
compensation of $25,000 per month, payable in accordance with
Employer's standard payroll procedures for management employees.
The base compensation shall be subject to adjustment on an annual
basis in accordance with Employer's normal compensation practices.
5. Management Incentive Plan. Employee shall be
eligible to participate in the Americold Management Incentive Plan
during his employment, and in any other senior management incentive
programs offered to management as approved by the Compensation
Committee of the Board of Directors. The actual size of any award
under, or the level of Employee's participation in, any such Plan
or program shall be determined in accordance with the terms of the
document(s) governing such Plan or program or, if so provided by
such document, by the person(s), committee or entity responsible
for the administration thereof.
6. Employee Benefits. Employer agrees to provide to
Employee all employee benefits, including insurance benefits,
vacation time and expense reimbursements, as are generally
available to executive officers of Employer, subject to the terms
and conditions of such plans as to eligibility to participate in
and to receive benefits thereunder. Subject to Section 7(f) of
this Agreement, in the event Employer requires Employee to relocate
during the term of this Agreement, Employer agrees to pay
Employee's reasonable relocation expenses, including reasonable and
customary closing expenses on a new home in the area to which
Employee is relocated and reasonable expenses of moving normal
household goods from the Portland, Oregon area upon submission of
evidence of such expenses in a form satisfactory to Employer.
7. Termination.
(a) For Cause. Employer may terminate Employee's
employment at any time for cause with immediate effect, upon
delivering written notice thereof to Employee. For purposes of
this Agreement, "for cause" shall include: (i) negligence, willful
misconduct or incompetence in the performance of Employee's duties;
(ii) embezzlement, theft, larceny, material fraud or other acts of
dishonesty (including the unauthorized disclosure of confidential
information); (iii) the continued failure of Employee to render
services in accordance with this Agreement; (iv) conviction of or
entrance of a plea of guilty or nolo contendere to a felony or
other crime that has a material adverse effect on Employee's
ability to carry out his duties under this Agreement or upon the
reputation of Employer; (v) conduct involving moral turpitude; or
(vi) material insubordination or repeated insubordination after
warning by Employer. Upon termination for cause, Employer's sole
and exclusive obligation will be to pay Employee his base
compensation earned through the date of termination, plus any
employee benefits earned through the date of termination in
accordance with the applicable plans. Employee shall not be
entitled to any compensation after the date of such termination,
except as provided in the Covenant.
(b) Without Cause. Employer may terminate
Employee's employment at any time without cause upon written
notice. Upon such termination without cause, Employer shall
continue to pay Employee his base compensation as provided in
Section 4 through December 16, 1998. In such event, Employer shall
also retain Employee as a consultant pursuant to the terms of the
Covenant, and shall pay Employee as a consultant a monthly payment
equal to Employee's last monthly salary for 24 months, payable on
the first day of each month beginning January 1, 1999. During such
24 month period and until the earlier of the date on which Employee
obtains other employment or December 16, 2006, Employer agrees to
provide to Employee all Americold medical, insurance, expense
reimbursement and other benefit plans as are generally available to
executive officers of Employer, subject to the terms and conditions
of such plans as to eligibility to participate in and to receive
benefits thereunder.
(c) Upon Death. In the event of Employee's death
during the term of this Agreement, Employer's sole and exclusive
obligation under this Agreement will be to pay Employee's widow, or
to his estate, if he is not survived by his wife, a monthly payment
equal to Employee's last monthly salary for 24 months after
Employee's death, plus any accrued salary and employee benefits
payable in respect of Employee in accordance with the applicable
plans.
(d) Upon Disability. This Agreement shall
terminate, at Employer's option, upon Employee's total disability.
Employee's total disability means his inability to perform his
duties under this Agreement by reason of illness or accident for a
period of six consecutive months. Upon termination by reason of
Employee's disability, Employer's sole and exclusive obligation
will be to pay Employee a monthly payment equal to Employee's last
monthly salary for 24 months after Employee's disability, plus any
employee benefits earned and payable in accordance with the
applicable plans.
(e) At Employee's Option. At any time after
December 16, 1998, this Agreement, as extended, shall terminate at
Employee's option upon six months' written notice. Upon such
termination, Employer shall pay Employee as a consultant a monthly
payment equal to Employee's last monthly salary for 24 months after
termination of employment, payable on the first day of each month.
During such 24 month period and until the earlier of the date on
which Employee obtains other employment or December 16, 2006,
Employer agrees to provide to Employee all Americold medical,
insurance, expense reimbursement and other benefit plans as are
generally available to executive officers of Employer, subject to
the terms and conditions of such plans as to eligibility to
participate in and to receive benefits thereunder.
(f) By Employee For Good Reason. Employee may
terminate this Agreement for "good reason" at any time upon giving
30 days' advance written notice to Employer. If Employee
voluntarily terminates employment with Employer for "good reason,"
Employer shall be deemed to have terminated Employee's employment
without cause under paragraph 7(b) above. "Good reason" shall mean
the occurrence of any one or more of the following:
(i) A material adverse change in the nature or
scope of the Employee's title, responsibilities, authorities
or duties from those applicable as of the date of this
Agreement, whether or not in connection with a "Change of
Control";
(ii) A change in the location of Employee's
employment by Employer by more than 30 miles, if that change
occurs as a result of, or in connection with, a "Change in
Control" of Employer. For purposes of this Agreement, the
phrase "Change in Control" means any transaction in which:
(A) any "person," including a "group" as
determined in accordance with Section 13(d)(3) of the
Securities Exchange Act of 1934 (the "Exchange Act"), but
excluding any subsidiary of Employer or any employee
benefit plan maintained by Employer or any such
subsidiary, is or becomes the beneficial owner, directly
or indirectly, of securities of Employer representing
more than 50 percent of the combined voting power of
Employer's then outstanding securities;
(B) any merger or other business combination,
sale of assets or contested election, or any combination
of the foregoing transactions occurs, regardless of
whether Americold is the surviving entity, unless the
only parties to such merger are Americold and one or more
of its direct or indirect majority-owned subsidiaries or
any one or more corporations which owns, directly or
indirectly, a majority interest in Americold;
(C) a tender offer or exchange offer is made
and consummated for the ownership of securities of
Employer representing more than 50 percent of the
combined voting power of Employer's then outstanding
voting securities; or
(D) Employer transfers substantially all of its
assets to another corporation which is not a wholly-owned
subsidiary of Employer;
(iii) A material diminution in the aggregate value
of the employee benefits and perquisites available to Employee
as compared to the aggregate value of the employee benefits
and perquisites to which he was entitled as of the date of
this Agreement; or
(iv) A failure by Employer to comply with any
material provision of this Agreement which has not been cured
within 30 days after notice of such noncompliance has been
given by Employee to Employer.
8. Options. Employer and Employee will amend
Employee's Stock Option Agreement dated June 26, 1990 to provide
that the options granted thereunder shall be exercisable during
such time Employee is employed by Employer and for five years
following termination of his employment for any reason other than
as set forth in Section 7(a).
9. Assignment. This Agreement is a personal contract
and, except as specifically set forth herein, the rights and
interests of Employee herein may not be sold, transferred or
assigned. The rights and obligations of Employer shall be binding
upon and run in favor of the successors and assigns of Employer.
In the event of any attempted assignment or transfer of rights
hereunder contrary to the provisions hereof, Employer shall have no
further liability for payments hereunder.
10. Waiver. The waiver by Employer of the breach of any
provision of this Agreement by Employee shall not operate or be
construed as a waiver of any subsequent breach by Employee.
11. Modification. No amendment, modification or
discharge of this Agreement shall be valid unless it is in writing
and duly executed by the parties.
12. Construction. This Agreement shall be construed in
accordance with and governed by the laws of the state of Oregon.
13. Entire Agreement. Except as provided in the
Covenant of this same date, this is a fully integrated agreement
which contains the entire agreement of the parties and supersedes
any and all prior agreements and understandings between the
parties. There are no promises or representations made on behalf
of Employer to induce Employee to enter into this Agreement which
are not set forth herein.
14. Notices. All notices, requests, demands and other
communications required or permitted hereunder shall be given in
writing and shall be sufficient if personally delivered or mailed,
postage prepaid by same-day or overnight mail as follows:
If to Employer: Chairman of the Compensation
Committee
Americold Corporation
c/o Kelso & Company
350 Park Avenue, 21st Floor
New York, NY 10022
With a copy to: Brian G. Booth
Tonkon, Torp, Galen,
Marmaduke & Booth
1600 Pioneer Tower
888 SW Fifth Avenue
Portland, Oregon 97204-2099
If to Employee: Ronald H. Dykehouse
Americold Corporation
7007 SW Cardinal Lane, Suite 135
Portland, Oregon 97224
15. Severability. The invalidity or unenforceability of
any provision hereof shall in no way affect the validity or
enforceability of any other provision.
IN WITNESS WHEREOF, this Agreement has been signed by
Employer and Employee.
EMPLOYER
AMERICOLD CORPORATION
By:
Chairman of the Compensation
Committee of the Board of
Directors
EMPLOYEE
4787-294\0107916.Wp Ronald H. Dykehouse
FORM OF EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement"), dated as of
August 1, 1995, is between AMERICOLD CORPORATION, an Oregon
corporation ("Employer" or "Americold"), and _____________
("Employee").
RECITALS
Employer is engaged in the public refrigerated warehouse
business. Employer desires to employ Employee on a full-time basis
as ____________________, and Employee desires to accept the
employment and to perform the duties set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises,
agreements and conditions hereinafter set forth, it is agreed as
follows:
AGREEMENT
1. Employment. Employer agrees to employ Employee and
Employee agrees to continue employment upon the terms and
conditions hereinafter set forth. Employee represents and warrants
that he knows of no reason why he is not capable of performing his
obligations under this Agreement in accordance with its terms.
2. Term. Subject to the termination provisions in this
Agreement, the term of this Agreement will begin August 1, 1995 and
will terminate on July 31, 1997.
3. Duties. Employee will serve as _______________
_______________ of Employer, with such duties as are associated
with this position, and those other duties as may be assigned to
him from time to time by the President, his designee, or the Board
of Directors of Employer. Employee agrees to use his best efforts
to promote the interests of Employer and to devote his entire
working time, attention and energies to performance of his duties
under this Agreement. Employee shall at all times faithfully and
to the best of his ability perform the duties that may be required
of him by Employer. During the term of this Agreement, Employee
agrees not to be engaged in any other business activity, whether or
not such business activity is pursued for gain, profit or other
pecuniary advantage. However, this Agreement shall not prevent
Employee from attending to his personal investment matters,
provided that such matters do not significantly affect the
performance of Employee's responsibilities under the Agreement or
violate the provisions of the parties' Covenant Not to Compete and
Consulting and Non-Disclosure Agreement (the "Covenant") executed
concurrently with this Agreement.
4. Base Compensation. Subject to Section 7 of this
Agreement, Employee shall receive no less than his present base
compensation of $______ per month, payable in accordance with
Employer's standard payroll procedures for management employees.
The base compensation shall be subject to adjustment on an annual
basis in accordance with Employer's normal compensation practices.
5. Management Incentive Plan. Employee shall be
eligible to participate in the Americold Management Incentive Plan
during his employment, and in any other senior management incentive
programs offered to management as approved by the Compensation
Committee of the Board of Directors. The actual size of any award
under, or the level of Employee's participation in, any such Plan
or program shall be determined in accordance with the terms of the
document(s) governing such Plan or program or, if so provided by
such document, by the person(s), committee or entity responsible
for the administration thereof.
6. Employee Benefits. Employer agrees to provide to
Employee all employee benefits, including insurance benefits,
vacation time and expense reimbursements, as are generally
available to executive officers of Employer, subject to the terms
and conditions of such plans as to eligibility to participate in
and to receive benefits thereunder. In the event Employer requires
Employee to relocate during the term of this Agreement, Employer
agrees to pay Employee's reasonable relocation expenses, including
reasonable and customary closing expenses on a new home in the area
to which Employee is relocated and reasonable expenses of moving
normal household goods from the Portland, Oregon area upon
submission of evidence of such expenses in a form satisfactory to
Employer.
7. Termination.
(a) For Cause. Employer may terminate Employee's
employment at any time for cause with immediate effect, upon
delivering written notice thereof to Employee. For purposes of
this Agreement, "for cause" shall include: (i) negligence, willful
misconduct or incompetence in the performance of Employee's duties;
(ii) embezzlement, theft, larceny, material fraud or other acts of
dishonesty (including the unauthorized disclosure of confidential
information); (iii) the continued failure of Employee to render
services in accordance with this Agreement; (iv) conviction of or
entrance of a plea of guilty or nolo contendere to a felony or
other crime that has a material adverse effect on Employee's
ability to carry out his duties under this Agreement or upon the
reputation of Employer; (v) conduct involving moral turpitude; or
(vi) material insubordination or repeated insubordination after
warning by Employer. Upon termination for cause, Employer's sole
and exclusive obligation will be to pay Employee his base
compensation earned through the date of termination, plus any
employee benefits earned through the date of termination in
accordance with the applicable plans. Employee shall not be
entitled to any compensation after the date of such termination.
(b) Without Cause. Employer may terminate
Employee's employment at any time without cause upon written
notice. Upon termination without cause, Employer's sole and
exclusive obligation will be to pay Employee a monthly payment
equal to Employee's last monthly payment for 24 months after
termination of employment, payable on the first day of each month,
plus any unpaid base compensation and any employee benefits earned
through the date of termination in accordance with the applicable
plans. Employee shall not be entitled to any other compensation or
benefits after the date of such termination, except as provided
under any applicable management incentive plans or stock option
agreements.
(c) Upon Death. In the event of Employee's death
during the term of this Agreement, Employer's sole and exclusive
obligation under this Agreement will be to pay Employee's widow, or
to his estate, if he is not survived by his wife, Employee's base
compensation through the last day of the month in which his death
occurs, plus any employee benefits payable in respect of Employee
in accordance with the applicable plans.
(d) Upon Disability. This Agreement shall
terminate, at Employer's option, upon Employee's total disability.
Employee's total disability means his inability to perform his
duties under this Agreement by reason of illness or accident for a
period of six consecutive months. Upon termination by reason of
Employee's disability, Employer's sole and exclusive obligation
will be to pay Employee his base compensation, plus any employee
benefits earned payable in accordance with the applicable plans.
(e) By Employee. Employee may terminate this
Agreement at any time upon giving 30 days' advance written notice
to Employer. In the event Employee voluntarily terminates
employment with Employer without "good reason" during the term of
this Agreement, Employer shall pay Employee his salary through the
date of termination and shall further pay Employee a monthly
payment equal to Employee's last month's payment for a period of 12
months after termination of employment or until Employee finds
alternative employment consistent with Employee's obligations under
the Covenant, whichever occurs first, and Employee shall not be
entitled to any further compensation under this Agreement after the
date of termination; provided, however, if Employee voluntarily
terminates employment with Employer for "good reason," Employer
shall be deemed to have terminated Employee's employment without
cause under paragraph 7(b) above. "Good reason" shall mean the
occurrence of any one or more of the following:
(i) A material adverse change in the nature or
scope of the Employee's title, responsibilities, authorities
or duties from those applicable as of the date of this
Agreement;
(ii) Except as otherwise provided below in Section
7(f), a change in the location of Employee's employment by
Employer by more than 30 miles, if that change occurs as a
result of, or in connection with, a "Change in Control" of
Employer. For purposes of this Agreement, the phrase "Change
in Control" means any transaction in which:
(A) any "person," including a "group" as
determined in accordance with Section 13(d)(3) of the
Securities Exchange Act of 1934 (the "Exchange Act"), but
excluding any subsidiary of Employer or any employee
benefit plan maintained by Employer or any such
subsidiary, is or becomes the beneficial owner, directly
or indirectly, of securities of Employer representing
more than 50 percent of the combined voting power of
Employer's then outstanding securities;
(B) any merger or other business combination,
sale of assets or contested election, or any combination
of the foregoing transactions occurs, regardless of
whether Americold is the surviving entity, unless the
only parties to such merger are Americold and one or more
of its direct or indirect majority-owned subsidiaries or
any one or more corporations which owns, directly or
indirectly, a majority interest in Americold;
(C) a tender offer or exchange offer is made
and consummated for the ownership of securities of
Employer representing more than 50 percent of the
combined voting power of Employer's then outstanding
voting securities; or
(D) Employer transfers substantially all of its
assets to another corporation which is not a wholly-owned
subsidiary of Employer;
(iii) A material diminution in the aggregate value
of the employee benefits and perquisites available to Employee
as compared to the aggregate value of the employee benefits
and perquisites to which he was entitled as of the date of
this Agreement; or
(iv) A failure by Employer to comply with any
material provision of this Agreement which has not been cured
within 30 days after notice of such noncompliance has been
given by Employee to Employer.
(f) Limitation on Good Reason. Notwithstanding
anything else contained in paragraph 7(e) to the contrary, if a
majority of the employees of Employer who have employment
agreements with Employer which have provisions substantially
similar to those contained in this paragraph 7 consent in writing
to be relocated following the occurrence of a Change of Control [to
the same location that Employer has requested Employee to relocate
to], Employee shall not be treated as having "good reason" to
terminate his employment hereunder by reason of the relocation of
Employee's principal place of business.
8. Assignment. This Agreement is a personal contract
and, except as specifically set forth herein, the rights and
interests of Employee herein may not be sold, transferred or
assigned. The rights and obligations of Employer shall be binding
upon and run in favor of the successors and assigns of Employer.
In the event of any attempted assignment or transfer of rights
hereunder contrary to the provisions hereof, Employer shall have no
further liability for payments hereunder.
9. Waiver. The waiver by Employer of the breach of any
provision of this Agreement by Employee shall not operate or be
construed as a waiver of any subsequent breach by Employee.
10. Modification. No amendment, modification or
discharge of this Agreement shall be valid unless it is in writing
and duly executed by the parties.
11. Construction. This Agreement shall be construed in
accordance with and governed by the laws of the state of Oregon.
12. Entire Agreement. Except as provided in the
Covenant of this same date, this is a fully integrated agreement
which contains the entire agreement of the parties and supersedes
any and all prior agreements and understandings between the
parties. There are no promises or representations made on behalf
of Employer to induce Employee to enter into this Agreement which
are not set forth herein.
13. Notices. All notices, requests, demands and other
communications required or permitted hereunder shall be given in
writing and shall be sufficient if personally delivered or mailed,
postage prepaid by same-day or overnight mail as follows:
If to Employer: President
Americold Corporation
7007 SW Cardinal Lane, Suite 135
Portland, Oregon 97224
With a copy to: Brian G. Booth
Tonkon, Torp, Galen,
Marmaduke & Booth
1600 Pioneer Tower
888 SW Fifth Avenue
Portland, Oregon 97204-2099
If to Employee: _______________________
Americold Corporation
7007 SW Cardinal Lane, Suite 135
Portland, Oregon 97224
14. Severability. The invalidity or unenforceability of
any provision hereof shall in no way affect the validity or
enforceability of any other provision.
IN WITNESS WHEREOF, this Agreement has been signed by
Employer and Employee.
EMPLOYER
AMERICOLD CORPORATION
By:
EMPLOYEE
By:
4787\294\112120
<PAGE>
SCHEDULE TO EXHIBIT 10.2
Form of Employment Agreement
The Employment Agreements between Americold Corporation
and the employees named below dated August 1, 1995 are identical
in all material respects other than with respect to their
employment position and monthly base compensation which are as
follows for each employee:
Monthly Base
Name of Employee Position Compensation
Joel M. Smith Senior Vice President $ 13,666.66
and Chief Financial
Officer
John P. LeNeveu Executive Vice $ 14,166.66
President
F. Stanley Sena Executive Vice $ 13,166.67
President
J. Roy Coxe Senior Vice President, $ 12,500.00
Logistics
111966
FORM OF COVENANT NOT TO COMPETE
AND CONSULTING AND NON-DISCLOSURE AGREEMENT
PARTIES: _______________ ("Employee")
Americold Corporation, an Oregon corporation, and its
divisions, subsidiaries and affiliates ("Americold")
DATE: , 1995
RECITALS:
A. This Covenant Not to Compete and Consulting and Non-
Disclosure Agreement ("Agreement") is executed concurrently
with an Employment Agreement between Americold and Employee
of this same date (the "Employment Agreement").
B. Over the course of Employee's employment with Americold,
Employee will be and has been exposed to and/or in a
position to generate confidential information including but
not limited to confidential techniques, methods, styles,
designs and design concepts, developments, customer lists,
vendor lists, pricing information, business plans, marketing
plans, sales information, methods of operation, knowledge
and data relating to processes, products and machines. It
is anticipated that Employee will continue to be exposed to
confidential information, will be exposed to more
confidential information and to confidential information of
greater sensitivity as Employee advances in the company.
This confidential information is information peculiar to
Americold's business. The nature of Americold's business is
highly competitive, and disclosure of any confidential
information would result in severe damage to Americold and
be difficult to measure.
C. Americold makes use of the confidential information
described in paragraph B above throughout the United States.
This confidential information of Americold can be used to
Americold's detriment anywhere in the United States.
D. The provisions of this Agreement are reasonable.
AGREEMENTS:
1. Consulting Services. In consideration of Employee's
covenant set forth in paragraph 2 hereof, Americold agrees that,
unless Employee's employment is terminated (i) due to his death
or disability, (ii) by Americold "for cause" or "without cause,"
or (iii) by Employee without "good reason" (as such terms are
defined in paragraph 7 of the Employment Agreement), it shall
retain the services of Employee as a consultant to Americold, and
Employee agrees to provide such consulting services, for a period
of 24 months, commencing on the date Employee's employment
terminates; provided that Americold may elect at its sole
discretion to retain Employee for such consulting services if it
terminates Employee for cause or Employee terminates employment
without good reason, in which event Employee shall be obligated
to provide such consulting services.
2. Covenant Not to Compete. During the period of time
Employee is employed by Americold, under the terms of any
employment contract or otherwise, and (i) for 24 months
thereafter or until July 31, 2000, whichever occurs first, if
Americold terminates Employee "for cause" (as defined in
paragraph 7 of the Employment Agreement), or (ii) for 12 months
thereafter or until July 31, 2000, whichever occurs first, if
Employee terminates employment with or without "good reason" (as
defined in paragraph 7 of the Employment Agreement), Employee
will not, directly or indirectly, own, manage, operate, join,
control, or participate in the ownership, management, operation
or control of, or be employed by or connected in any manner with,
any business engaged anywhere in the United States in the public
refrigerated warehouse business or any other business which
directly competes with Americold or any of its subsidiaries or
affiliated corporations; provided that ownership of less than 1
percent of the outstanding stock of a publicly traded corporation
shall not be deemed to be a violation of this paragraph 2.
3. Consideration. The covenant not to compete described
above is necessary to and part of the consideration for
Americold's agreement to provide Employee all the benefits and
terms set forth in this Agreement and the Employment Agreement
and to retain Employee as a consultant and to pay Employee either
(i) a monthly payment payable on the first day of each month
equal to Employee's last monthly salary for the 24-month period
after termination of employment, if Employee terminates
employment for "good reason;" (ii) a monthly payment payable on
the first day of each month equal to Employee's last monthly
salary for the 12-month period after termination of employment or
until Employee finds alternative employment consistent with the
obligations of this Agreement, whichever occurs first, if
Employee terminates employment without "good reason;" or (iii) in
any other case, including, without limitation, termination
without cause, in which Americold elects to retain Employee for
consulting services pursuant to paragraph 1 above, an hourly
payment for consulting duties as provided in paragraph 4 below.
Such monthly payments, where applicable, shall be the same as and
shall not be in addition to the payments provided in paragraph 7
of the Employment Agreement upon termination of Employee's
employment.
4. Payment Upon Termination Without Cause. As part of the
consideration for Employee's agreement to enter into the covenant
not to compete described above, Americold agrees that, so long as
this Agreement remains in effect. If Americold terminates
Employee "without cause" (as defined in paragraph 7 of the
Employment Agreement) at any time upon or after the expiration of
the Employment Agreement, Americold shall pay Employee a monthly
payment and to Employee's last monthly payment for 24 months
after termination of employment, payable on the first day of each
month, with no further obligation by employee to satisfy the non-
compete consulting provisions set forth in this Agreement.
5. Consulting Duties. Except as otherwise provided in
paragraph 1, Employee agrees to make himself available to
Americold as a consultant at reasonable times and upon reasonable
notice. So long as Employee is entitled to receive monthly
payments as provided in paragraph 3 above, Employee shall not be
entitled to any other compensation for his consulting work. In
the event Employee performs consulting work for Americold during
a month in which he is not receiving such monthly payments,
Americold shall pay Employee at the rate of $225 per hour within
30 days after receipt from Employee of a statement for consulting
services rendered. At all times, Americold shall reimburse
Employee his reasonable expenses incurred as a consultant for
Americold, in accordance with its applicable policies and
practices.
6. Other Services. Nothing in this covenant shall
preclude Employee from rendering services to any other person or
entity during the consulting period or during any period in which
this covenant is otherwise in effect. So long as those services
are not otherwise expressly prohibited by the terms and
conditions hereof (including, without limitation, paragraph 2 or
paragraph 8). If Employee does render any such permissible
services to any third party, the obligations of Americold to
Employee hereunder shall not be reduced, mitigated or otherwise
offset by any compensation received thereby.
7. Lesser Restrictions. Should any of the terms of
paragraph 2, above, be found unreasonable or invalid by any court
of competent jurisdiction, the parties agree to accept as
binding, in lieu thereof, the maximum terms enforceable by law.
8. Extension of Time. The covenant not to compete
described in paragraph 2, above, shall be extended by a time
period equal to any time consumed in enforcement of the
obligations hereunder during which Employee engaged in activities
violating the covenant not to compete.
9. Non-Disclosure Agreement. During the period of
employment by Americold and forever thereafter, Employee will
hold in confidence all information of a confidential nature,
including but not limited to the information described in Recital
B (all of which information of a confidential nature shall
hereinafter be referred to as "Confidential Information"), and
will not, at any time, directly or indirectly, use any
Confidential Information for any purpose outside the scope of
Employee's employment with Americold or disclose any Confidential
Information to any person or organization without the prior
written consent of Americold. Specifically, but not by way of
limitation, Employee shall not ever copy, transmit, reproduce,
summarize, quote, publish or make any commercial or other use
whatsoever of any Confidential Information without the prior
written consent of Americold.
10. Return of Confidential Documents. Except to the extent
Americold expressly agrees otherwise in writing, upon termination
of Employee's employment and upon written request by Americold at
any other time, Employee shall return to Americold all documents,
records, notebooks and other similar repositories of or
containing Confidential Information, including all copies
thereof, then in Employee's possession, whether prepared by
Employee or others, and deliver to Americold any and all other
Confidential Information, in whatever form, that may be in
Employee's possession or under Employee's control.
11. Unauthorized Use. During the period of employment with
Americold and thereafter, Employee shall notify Americold
immediately of the unauthorized possession, use or knowledge of
any Confidential Information by any person employed or not
employed by Americold at the time of such possession, use or
knowledge. Employee shall promptly furnish details of such
possession, use or knowledge to Americold, will assist in
preventing the reoccurrence of such possession, use or knowledge,
and shall cooperate with Americold in any litigation against
third parties deemed necessary by Americold to protect the
Confidential Information. Employee's compliance with this
paragraph shall not be construed in any way as a waiver of any of
Americold's rights or remedies against Employee arising out of or
related to such unauthorized possession, use or knowledge.
12. Injunctive Relief. The remedy at law for any breach of
this Agreement will be inadequate. It is reasonable to require
that Employee not compete with Americold in order to protect
Americold from unfair use of the Confidential Information.
Americold shall be entitled to injunctive relief in addition to
any other remedy it may have. A breach of this Agreement during
the period of Employee's employment with Americold shall be
considered a breach of the terms of that employment, and
Americold shall have the right to terminate Employee's employment
in addition to any other rights or remedies Americold may have.
13. Waiver, Amendment, Modification or Cancellation. No
waiver, amendment, modification or cancellation of any term or
condition of this Agreement shall be effective unless executed in
writing by the party charged therewith. No written waiver shall
excuse the performance of any act other than the act or acts
specifically referred to therein.
14. Applicable Law/Jurisdiction/Venue. This Agreement and
Employee's obligations hereunder shall be construed according to
the laws of the state of Oregon and Employee hereby submits to
the jurisdiction of the courts of the state of Oregon and waives
application of any foreign law relating to this Agreement and
Employee's employment by Americold. Any suit or action of any
kind relating to this Agreement or the subject matter hereof
shall be brought in a court located in Multnomah County, Oregon.
Employee Americold Corporation
By
Title
112108
<PAGE>
SCHEDULE TO EXHIBIT 10.3
Form of Covenant Not to Compete and Consulting and Non-Disclosure
Agreement
The Covenant Not to Compete and Consulting and Non-
Disclosure Agreements between Americold Corporation and the
employees named below (the "Agreements") are identical in all
material respects other than with respect to the date of each
Agreement and the duration of the covenant not to compete as
described in Section 2 of the Agreement, which are as follows for
each employee:
Date of Duration of Covenant
Employee Agreement Not to Compete
Ronald H. Dykehouse November 1, 1995 Agrees not to compete
with Americold
Corporation during
duration of employment,
whether under an
employment agreement or
otherwise; and for 24
months thereafter or
October 31, 2000,
whichever occurs first.
Joel M. Smith August 1, 1995 Agrees not to compete
with Americold
Corporation during
duration of employment,
whether under an
employment agreement or
otherwise; and for 12
months thereafter
(unless terminated for
cause, in which case 24
months) or until July
31, 2000, whichever
occurs first.
John P. LeNeveu August 1, 1995 Same as above
F. Stanley Sena August 1, 1995 Same as above
J. Roy Coxe August 1, 1995 Same as above
111967
<PAGE>
Exhibit (11)
AMERICOLD CORPORATION
STATEMENT RE COMPUTATION OF
PER SHARE EARNINGS
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three months Three months Nine Months Nine months
ended ended ended ended
last day of last day of last day of last day of
November 1994 November 1995 November 1994 November 1995
------------- ------------- ------------- -------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net income (loss) $ 11,405 $ 1,185 $ 7,225 $ (7,796)
Less: total accrued preferred dividend
(55.384 shares x 13.50% x 3/12 yr) (187) - - -
(52.936 shares x 13.50% x 3/12 yr) - (179) - -
(49.672 shares x 11.50% x 4/12 yr) - - (190) -
(55.384 shares x 13.50% x 5/12 yr) - - (312) -
(52.936 shares x 13.50% x 9/12 yr) - - - (536)
------- ------- -------- -------
Net income (loss) for per share calculation $ 11,218 $ 1,006 $ 6,723 $ (8,332)
======= ======= ======= =======
Weighted average number of shares
outstanding 4,864 4,861 4,864 4,861
======= ======= ======= =======
Net income (loss) per share $ 2.31 $ 0.21 $ 1.38 $ (1.71)
======= ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM AMERICOLD CORPORATION'S FINANCIAL STATEMENTS CONTAINED IN
ITS QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDING NOVEMBER
30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-28-1995
<PERIOD-END> NOV-30-1995
<CASH> 7,971<F3>
<SECURITIES> 0
<RECEIVABLES> 30,048
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 47,286
<PP&E> 551,729
<DEPRECIATION> 169,315
<TOTAL-ASSETS> 523,543
<CURRENT-LIABILITIES> 48,363
<BONDS> 461,791<F5>
<COMMON> 49<F2>
6,325<F1>
0
<OTHER-SE> (106,079)<F2>
<TOTAL-LIABILITY-AND-EQUITY> 523,543
<SALES> 199,897
<TOTAL-REVENUES> 199,897
<CGS> 135,903
<TOTAL-COSTS> 159,203
<OTHER-EXPENSES> (347)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 42,135
<INCOME-PRETAX> (8,492)
<INCOME-TAX> (2,489)<F4>
<INCOME-CONTINUING> (6,003)
<DISCONTINUED> 0
<EXTRAORDINARY> (1,793)
<CHANGES> 0
<NET-INCOME> (7,796)
<EPS-PRIMARY> (1.71)<F1>
<EPS-DILUTED> (1.71)<F1>
<FN>
<F1>See Note 5 to Notes to Consolidated Financial Statements
<F2>See Note 3 to Notes to Consolidated Financial Statements
<F3>See Note 6 to Notes to Consolidated Financial Statements
<F4>See Note 4 to Notes to Consolidated Financial Statements
<F5>See Note 2 to Notes to Consolidated Financial Statements
</FN>
</TABLE>
