<PAGE> 1
UNITED STATES
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: August 31, 1997
---------------
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: 0-19450
OAKHURST COMPANY, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 25-1655321
---------------------- -----------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
1001 SANTERRE DRIVE, GRAND PRAIRIE, TEXAS
75050
--------------------------------------
(Address of principal executive offices)
(Zip Code)
(972) 660-4499
--------------------------------------------------
(Registrant's telephone number, including area code)
(Former name, former address, and former fiscal year, if changed since last
report)
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
----- -----
As of October 1, 1997, 3,207,053 shares of the Registrant's Common
Stock, $0.01 par value per share, were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
OAKHURST COMPANY, INC. AND SUBSIDIARIES
<TABLE>
<S> <C>
Consolidated Balance Sheets at August 31, 1997 (unaudited)
and February 28, 1997........................................................................... 3
Consolidated Statements of Operations for the three month periods ended
August 31, 1997 and August 31, 1996 (unaudited)................................................ 4
Consolidated Statements of Operations for the six month periods ended
August 31, 1997 and August 31, 1996 (unaudited)................................................ 5
Consolidated Statement of Stockholders' Equity for the six months
ended August 31, 1997 (unaudited) ............................................................. 6
Consolidated Statements of Cash Flows for the six month periods
ended August 31, 1997 and August 31, 1996 (unaudited).......................................... 7
Notes to financial statements (unaudited)........................................................ 8
</TABLE>
-2-
<PAGE> 3
OAKHURST COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except per share data)
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
AUGUST 31, FEBRUARY 28,
1997 1997
--------- --------
(Unaudited)
<S> <C> <C>
Current assets:
Cash ..................................................................... $ 40 $ 39
Trade accounts receivable, less allowance of $440 and $555, respectively . 4,384 3,882
Other receivables ........................................................ 374 483
Inventories .............................................................. 6,419 5,687
Other .................................................................... 299 370
-------- --------
Total current assets .................................... 11,516 10,461
-------- --------
Property and equipment, at cost (Note 3) ................................... 2,847 2,839
Less accumulated depreciation ............................................ (1,412) (1,311)
-------- --------
1,435 1,528
-------- --------
Deferred tax asset, less valuation allowance of $51,300 .................... 1,000 1,000
Excess of cost over net assets acquired, net ............................... 2,370 2,468
Other assets ............................................................... 366 450
-------- --------
3,736 3,918
-------- --------
$ 16,687 $ 15,907
======== ========
</TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C>
Current liabilities:
Accounts payable ......................................................... $ 7,761 $ 6,106
Accrued compensation ..................................................... 398 394
Current maturities of long-term obligations .............................. 1,801 953
Current maturities of long-term obligations, related parties ............. 88 88
Accrued interest ......................................................... 67 88
Other accrued expenses ................................................... 185 417
-------- --------
Total current liabilities ............................... 10,300 8,046
-------- --------
Long-term obligations:
Long-term debt ........................................................... 4,139 5,344
Long-term debt, related parties .......................................... 242 286
Other long-term obligations .............................................. 73 86
-------- --------
4,454 5,716
-------- --------
Commitments and contingencies ..............................................
Stockholders' equity:
Preferred stock, par value $0.01; authorized 1,000,000 shares, none issued -- --
Common stock, par value $0.01 per share; authorized 14,000,000
shares; issued 3,207,053 and 3,201,144 shares, respectively ............. 32 32
Additional paid-in capital ............................................... 46,535 46,529
Deficit (Reorganized on August 26, 1989) ................................. (44,633) (44,415)
Treasury stock, at cost, 207 common shares ............................... (1) (1)
-------- --------
Total stockholders' equity .............................. 1,933 2,145
-------- --------
$ 16,687 $ 15,907
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-3-
<PAGE> 4
OAKHURST COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollar amounts in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
August 31, August 31,
1997 1996
----------- -----------
<S> <C> <C>
Sales .......................................................................... $ 9,336 $ 11,454
Other income ................................................................... 86 89
----------- -----------
9,422 11,543
----------- -----------
Cost of goods sold, including occupancy and
buying expenses .............................................. 7,398 8,877
Operating, selling and administrative expenses ................................. 1,666 2,741
Provision for doubtful accounts ................................................ 35 21
Amortization of excess of cost over net assets acquired ........................ 50 111
Interest expense ............................................................... 168 218
----------- -----------
9,317 11,968
----------- -----------
Net income (loss) before income taxes .......................................... 105 (425)
Income tax expense ............................................................. (8) (7)
----------- -----------
Net income (loss) .............................................................. $ 97 $ (432)
=========== ===========
Net income (loss) per share .................................................... $ 0.03 $ (0.13)
=========== ===========
Weighted average number of shares outstanding
used in computing per share amount ........................... 3,207,053 3,201,144
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-4-
<PAGE> 5
OAKHURST COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollar amounts in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
August 31, August 31,
1997 1996
----------- -----------
<S> <C> <C>
Sales ..................................................................... $ 17,627 $ 22,346
Other income .............................................................. 105 134
----------- -----------
17,732 22,480
----------- -----------
Cost of goods sold, including occupancy and
buying expenses ......................................... 14,197 17,357
Operating, selling and administrative expenses ............................ 3,244 5,315
Provision for doubtful accounts ........................................... 55 51
Amortization of excess of cost over net assets acquired ................... 99 223
Interest expense .......................................................... 346 422
----------- -----------
17,941 23,368
----------- -----------
Net loss before income taxes .............................................. (209) (888)
Income tax expense ........................................................ (9) (15)
----------- -----------
Net loss .................................................................. $ (218) $ (903)
=========== ===========
$ (0.07) $ (0.28)
=========== ===========
Weighted average number of shares outstanding
used in computing per share amount ...................... 3,205,365 3,199,164
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-5-
<PAGE> 6
OAKHURST COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
SIX MONTHS ENDED AUGUST 31, 1997
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Common Stock Additional Retained Treasury Stock
--------------------- Paid-in Earnings ----------------
shares par value Capital (Deficit) shares cost
------ --------- ---------- --------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Balances, February 28, 1997....... 3,201,144 $32 46,529 (44,415) 207 ($1)
Net loss for the period .......... (218)
Stock award ...................... 5,909 * 6
Balances, August 31, 1997......... 3,207,053 32 $46,535 (44,633) 207 ($1)
========= ========= ========== =========== ========= =========
</TABLE>
*Rounds to less than one thousand
The accompanying notes are an integral part of these consolidated financial
statements.
-6-
<PAGE> 7
OAKHURST COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
August 31, August 31,
1997 1996
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net loss ............................................................. $ (218) $ (903)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Depreciation and amortization ............................... 344 609
Loss on retirement of assets ................................ 6 5
Stock awards ................................................ 6 7
Other changes in operating assets and liabilities:
Accounts receivable ......................................... (502) (852)
Inventories ................................................. (732) (9)
Accounts payable ............................................ 1,655 399
Other ....................................................... (69) (168)
------- -------
Net cash provided by (used in) operating activities of:
Continuing operations ................................................ 490 (912)
Discontinued operations .............................................. (286) (268)
------- -------
Net cash provided by (used in) operating activities .................................... 204 (1,180)
------- -------
Cash flows from investing activities:
Additions to property and equipment .................................. (58) (100)
Acquisition of a subsidiary, net of cash acquired .................... -- (79)
Net change in the excess of cost over net assets acquired ............ -- --
Other ................................................................ -- (25)
------- -------
Net cash used in investing activities .................................................. (58) (204)
------- -------
Cash flows from financing activities:
Net borrowings under revolving credit agreement ...................... 193 2,038
Proceeds from issuance of long-term debt ............................. -- 1,500
Repayment of note payable ............................................ (105) --
Principal payments on long-term obligations .......................... (233) (2,052)
Deferred loan costs .................................................. -- (224)
------- -------
Net cash (used in) provided by financing activities .................................... (145) 1,262
------- -------
Net increase (decrease) in cash and cash equivalents ................................... 1 (122)
Cash and cash equivalents at beginning of period ....................................... 39 318
------- -------
Cash and cash equivalents at end of period ............................................. $ 40 $ 196
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-7-
<PAGE> 8
OAKHURST COMPANY, INC. AND SUBSIDIARIES
SIX MONTHS ENDED AUGUST 31, 1997
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. INTERIM FINANCIAL STATEMENTS
Oakhurst Company, Inc. ("Oakhurst" or the "Company") was formed as a
result of a merger transaction (the "merger") in fiscal 1992 between Steel City
Products, Inc. ("SCPI") and an Oakhurst subsidiary. The merger resulted in a
restructuring of SCPI such that it became a majority-owned subsidiary of
Oakhurst. In accordance with the merger, Oakhurst owns 10% of the outstanding
common stock of SCPI and all of SCPI's Series A Preferred Stock. The merger was
structured such that the aggregate fair market value of SCPI's common stock and
Series A Preferred Stock owned by Oakhurst would be approximately 90% of the
aggregate fair market value of SCPI. Accordingly, Oakhurst controls
approximately 90% of the voting power of SCPI. The accompanying financial
statements reflect this control and include the accounts of SCPI.
Oakhurst owns all of the outstanding capital stock of Dowling's Fleet
Service Co., Inc. ("Dowling's") and of Oakhurst Management Corporation ("OMC").
The accompanying consolidated financial statements include the accounts of
these subsidiaries, and all significant intercompany accounts and transactions
have been eliminated in consolidation.
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present fairly the
financial position, results of operations and cash flows for the interim
periods presented. All adjustments made are of a normal, recurring nature.
While the Company believes that the disclosures presented herein are
adequate to make the information not misleading, it is suggested that these
unaudited consolidated financial statements be read in conjunction with the
audited consolidated financial statements for the fiscal year ended February
28, 1997 ("fiscal 1997") as filed in the Company's Annual Report on Form 10-K.
2. NET ASSETS HELD FOR SALE
In June 1997, Oakhurst entered into an agreement to sell all of the
capital stock of Puma Products, Inc. ("Puma") and in July 1997, Oakhurst
entered into an agreement to sell all of the capital stock of H&H Distributors,
Inc. ("H&H"). The results for the fourth quarter of fiscal 1997 included a
charge related to the disposal of such subsidiaries representing the write-off
of the net assets of the subsidiaries and of the related excess of costs over
net assets acquired.
Effective as of May 31, 1997, the former owner of Puma, a director of
Oakhurst, acquired the capital stock of Puma in exchange for his repayment of
the revolving debt attributable to Puma of approximately $400,000, the
cancellation of a note payable and an earn-out to him aggregating $1.2 million,
the forgiveness of Oakhurst's intercompany debts to Puma, and the payment by
Oakhurst of $50,000. The agreement contains mutual releases and provides for a
payment to Oakhurst in the event of a re-sale of Puma's stock within one year,
equal to 12.5% of the excess of any such sales price (including debt assumed by
an acquirer) over $1 million. The buyer of Puma also acquired all of the assets
relating to SCPI's Wing-Tech division for its net book value at May 31, 1997 of
approximately $170,000. As a result of the sale of Puma, Oakhurst was relieved
of contingent liabilities in respect of Puma's lease and employment agreement
obligations aggregating approximately $500,000.
Effective as of July 14, 1997, a Vice-President of H&H acquired the
capital stock of H&H in exchange for H&H's forgiveness of Oakhurst's
intercompany debt to H&H and the retention by Oakhurst of
-8-
<PAGE> 9
certain insurance claims related to H&H. As a result of the sale of H&H,
Oakhurst was relieved of contingent liabilities in respect of H&H's lease and
employment obligations aggregating approximately $900,000.
3. SALE OF REAL ESTATE
In August 1997, SCPI entered into an agreement to sell its 88,000
square foot warehouse in Pittsburgh, Pennsylvania for a gross purchase price of
approximately $2.8 million in cash. The transaction is scheduled to close in
December 1997, at which time SCPI will record a pre-tax gain currently
estimated at approximately $1.8 million in connection with the sale. After
repayment of the term loan secured on the property, the net proceeds of
approximately $1.6 million will be used to reduce revolving debt and to cover
the expenses of moving to newer, leased premises comprising approximately
67,000 square feet.
4. ACCOUNTING CHANGES
In June 1997, the Financial Accounting Standards Board issued SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information,"
which will be effective for financial statements for periods beginning after
December 15, 1997. SFAS No. 131 redefines how operating segments are determined
and requires disclosure of certain financial and descriptive information about
a company's operating segments. The Company anticipates that the adoption of
SFAS No. 131 will not have a material effect on current disclosures.
-9-
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
Oakhurst Company, Inc. ("Oakhurst" or "the Company"), a holding
company, was formed as part of a merger transaction in July 1991, in which
Steel City Products, Inc. ("SCPI") became a special, limited purpose,
majority-owned subsidiary of Oakhurst. Management believes that the corporate
structure resulting from the merger transaction will facilitate capital
formation by Oakhurst while permitting Oakhurst and its subsidiaries to file
consolidated tax returns so that both may utilize the tax benefits (including
approximately $150 million of net operating loss carryforwards and $4 million
of capital losses) attributable principally to SCPI. Through Oakhurst's
ownership of SCPI, primarily in the form of preferred stock, Oakhurst retains
the value of SCPI, and receives substantially all of the benefit of SCPI's
operations through dividends on such preferred stock. Oakhurst's ownership of
SCPI facilitates the preservation and utilization of SCPI's net operating loss
carryforwards.
Oakhurst, through its subsidiaries, is primarily a distributor of
products to the automotive after-market. Its largest business, which is
conducted by SCPI under the trade name "Steel City Products", is mainly the
distribution of automotive parts and accessories to independent retailers from
a facility in Pittsburgh, Pennsylvania. Dowling's Fleet Service Co., Inc.
("Dowling's") is a New York-headquartered distributor of automotive radiators
and related products.
In the current year first quarter, Oakhurst also owned H&H
Distributors, Inc. d/b/a Harry Survis Auto Centers ("H&H"), a Pittsburgh-based
company that distributes and installs automotive accessories, including
stereos, alarms and cellular phones, and Puma Products, Inc. ("Puma"), a Texas
based distributor of after-market products to the light truck and van
conversion industry. In fiscal 1997, H&H and Puma incurred aggregate operating
losses of approximately $500,000, and as a result, in June 1997 Oakhurst sold
Puma to its former owner, and effective July 14, 1997, Oakhurst sold H&H to a
Vice-President of H&H. Results of operations for the first six months of fiscal
1998 reflect only the net funding of these two subsidiaries through the
respective disposal dates.
In addition to cash derived from the operations of its subsidiaries,
Oakhurst's liquidity and financing requirements are determined principally by
the working capital needed to support each subsidiary's level of business,
together with the need for capital expenditures and the cash required to repay
debt. Each subsidiary's working capital needs vary primarily with the amount of
inventory carried, which can change seasonally, the size and timeliness of
payment of receivables from customers, especially at the SCPI subsidiary which
from time to time grants extended payment terms for seasonal inventory
build-ups, and the amount of credit extended by suppliers.
At August 31, 1997, Oakhurst's debt primarily consisted of (i) a
credit facility with an institutional lender (the "Credit Facility"), which
included a SCPI term loan with a balance of approximately $1.1 million, and
borrowings of approximately $4.1 million under a revolving credit facility (the
"Revolver"), (ii) debt aggregating $490,000 in connection with Oakhurst's
acquisition of Dowling's and Dowling's acquisition of G&O Sales Company
("G&O"), and (iii) notes payable with outstanding principal balances
aggregating approximately $602,000 that were issued in connection with the
settlement of certain contingent liabilities related to SCPI's former retail
division.
Oakhurst and its subsidiaries have available financing under the
Revolver up to a maximum of $7 million, subject to defined levels of the
subsidiaries' accounts receivable and inventories. Management
-10-
<PAGE> 11
believes that the Revolver will provide adequate funding for the Company's
foreseeable working capital requirements, including seasonal fluctuations.
In August 1997, SCPI entered into an agreement to sell its 88,000
square foot warehouse in Pittsburgh, Pennsylvania for a gross purchase price of
approximately $2.8 million in cash. The transaction is scheduled to close in
December 1997, at which time SCPI will record a pre-tax gain currently
estimated at approximately $1.8 million in connection with the sale. After
repayment of the term loan secured on the property, the net proceeds of
approximately $1.6 million will be used to reduce revolving debt and to cover
the expenses of moving to newer, leased premises comprising approximately
67,000 square feet.
In September 1997 the Company and its subsidiaries reached an
agreement to extend the Revolver beyond its initial two year term to March
1999, and agreed to pay a fee of $35,000 in connection with the renewal. The
Credit Agreement provides for subsequent automatic renewal terms of one year
each upon payment of a renewal fee of 0.5% of the entire line, unless sooner
terminated as provided for in the Agreement.
From time to time the information provided by the Company or
statements made by its employees may contain so-called "forward looking"
information that involves risks and uncertainties. In particular, statements
contained in this Item 2 - "Management's Discussion and Analysis of Financial
Condition and Results of Operations," which are not historical facts
(including, but not limited to, statements concerning anticipated sales, profit
levels, customers and cash flows) are forward looking statements. The Company's
actual future results may differ significantly from those stated in any forward
looking statements. Factors that may cause such differences include, but are
not limited to, the factors discussed above as well as the accuracy of the
Company's internal estimates of revenue and operating expense levels. Each of
these factors and others are discussed from time to time in the Company's
Securities and Exchange Commission filings.
MATERIAL CHANGES IN FINANCIAL CONDITION
At August 31, 1997, there had been no other material changes in the
Company's financial condition from February 28, 1997, as discussed in Item 7 of
the Company's Annual Report on Form 10-K for fiscal 1997.
MATERIAL CHANGES IN RESULTS OF OPERATIONS
As previously discussed, Puma was sold effective May 31, 1997, and H&H
was sold effective July 14, 1997. Accordingly, the net positive funding of the
operations of these two subsidiaries for the three and six months ended August
31, 1997 was $16,000 and $4,000, respectively, and has been included in results
of operations. In the prior year three and six months ended August 31, 1996,
these two subsidiaries incurred aggregate operating losses of $133,000 and
$173,000, respectively.
THREE MONTHS ENDED AUGUST 31, 1997 COMPARED WITH THREE MONTHS ENDED AUGUST 31,
1996
Consolidated sales for the current year second quarter decreased by
approximately $2.1 million, or by 18.5% when compared with the prior year. The
decrease was primarily caused by the disposals of Puma and H&H, which together
had sales of $2.5 million in the second quarter last year. Sales for the
remaining subsidiaries increased by approximately $400,000 compared with the
prior year second quarter, mostly as a result of increased market share and
improved weather conditions this year compared with a very mild summer last
year in the Northeast which boosted sales at Dowling's by approximately
$700,000. Sales at SCPI in the current year second quarter decreased by
approximately $340,000 as a result of bankruptcies, downsizing and competitive
pressures affecting certain of SCPI's customers.
-11-
<PAGE> 12
Although sales are expected to be lower for the remainder of fiscal
1998 when compared with the prior year because of the subsidiary disposals, net
operating results are expected to reflect a comparative improvement since Puma
and H&H incurred aggregate operating losses of approximately $500,000 in fiscal
1997.
Gross profits were $1.9 million, or 20.8% of sales, in the current
year second quarter compared with $2.6 million, or 22.5% of sales, in the prior
year period, with the decrease in gross profits resulting from the disposals of
Puma and H&H; gross profits attributable to these subsidiaries were
approximately $885,000 in the prior year. Gross profits of continuing
businesses increased by approximately $250,000, primarily due to the higher
sales levels and improved margins at Dowling's.
Operating, selling and administrative expenses decreased by $1.1
million when compared to the prior year. The disposals of Puma and H&H resulted
in lower expenses of approximately $990,000. The remaining reductions primarily
reflected reduced corporate overhead expenses.
There was an increase in the provision for doubtful accounts of
$20,000 related to the expected liquidation of one of SCPI's customers.
The amortization of the excess of cost over net assets acquired
decreased by $60,000 in the current year second quarter, due to the disposals
of Puma and H&H.
Interest expense decreased by $50,000 when compared to the prior year,
as a result of lower borrowing levels by the two continuing subsidiaries as
well as the elimination of borrowings associated with Puma and H&H.
SIX MONTHS ENDED AUGUST 31, 1997 COMPARED WITH SIX MONTHS ENDED AUGUST 31, 1996
Consolidated sales for the current year decreased by approximately
$4.7 million, or by 21.1% when compared with the prior year, caused primarily
by the disposals of Puma and H&H, which together produced sales in the first
six months of the prior year of $5.1 million. Sales at Dowling's for the first
six months exceeded the prior year by $690,000 or 9.6%, due mainly to increased
market share, and comparatively hotter weather in the second quarter. Sales at
SCPI decreased by $287,000; sales to existing automotive customers decreased by
$1.2 million, primarily as a result of bankruptcies, downsizing and competitive
pressures faced by certain of SCPI's customers. Offsetting this decline were
sales to new automotive customers and of the automotive "wing" product line
aggregating approximately $900,000. The wing sales of $117,000 will not
continue, due to SCPI's sale of that division in the first quarter of the
current year. Sales of non-food pet supplies by SCPI were $581,000 in the first
six months of the current year, compared with $18,000 last year. Sales of pet
supplies first began in the second quarter of the prior year.
Gross profits were approximately $3.4 million, or 19.5% of sales, in
the current year compared with approximately $5.0 million, or 22.3% of sales,
in the prior year period. The lower gross profits were caused by the disposals
of Puma and H&H, which contributed gross profits in the prior year of $1.8
million. Gross profits at SCPI remained relatively unchanged compared with the
prior year, despite the lower sales levels, and gross profits at Dowling's
increased by approximately $270,000, due to higher sales levels and improved
margins.
-12-
<PAGE> 13
Operating, selling and administrative expenses decreased by $2.1
million when compared to the prior year, of which $1.9 million reflected the
disposals of Puma and H&H. The remaining reductions were principally
attributable to savings in corporate overhead expenses.
There was an increase in the provision for doubtful accounts of
$10,000 primarily related to the expected liquidation of one of SCPI's
customers.
The amortization of the excess of cost over net assets acquired
decreased by $124,000 in the current year, due to the disposals of Puma and
H&H.
Interest expense decreased by $76,000 compared to the prior year due
to the disposals of Puma and H&H, as well as lower borrowing levels by
Dowling's and SCPI.
-13-
<PAGE> 14
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material legal proceedings outstanding against the
Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
quarter for which this report is filed.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10. Agreement of Sale and Purchase by and between Steel
City Products, Inc. and Bearing Service Company of
Pennsylvania dated as of August 18, 1997
27. Financial Data Schedule (EDGAR transmission only)
(b) No reports on Form 8-K were filed during the quarter for which
this report is filed.
-14-
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
OAKHURST COMPANY, INC.
Date: October 10, 1997 By: /s/ Robert M. Davies
-----------------------
Mr. Robert M. Davies
Chief Executive Officer
Date: October 10, 1997 By: /s/ Mark Auerbach
-----------------------
Mr. Mark Auerbach
Chief Financial Officer
-15-
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibits
No. Description
--- -----------
<S> <C>
10. Agreement of Sale and Purchase by and between Steel
City Products, Inc. and Bearing Service Company of
Pennsylvania dated as of August 18, 1997
27. Financial Data Schedule (EDGAR transmission only)
</TABLE>
<PAGE> 1
AGREEMENT OF SALE AND PURCHASE
This Agreement is made this __18__ day of AUGUST, 1997, by and between:
1. PARTIES. Seller: STEEL CITY PRODUCTS, INC.,
a Delaware Corporation
630 Alpha Drive, RIDC Park
Pittsburgh, PA 15238
AND
Buyer: BEARING SERVICE COMPANY OF PENNSYLVANIA, a
Pennsylvania Corporation, or its assignee,
500 Dargan Street
Pittsburgh, PA 15224
2. SALE. Seller will grant and convey to Buyer by deed of special
warranty fee simple title to the land described in Paragraph 3 with the
appurtenances (the "Real Estate"). Title to the Real Estate will be good and
marketable and will be free and clear of all liens and encumbrances. Title to
the Real Estate will be insurable by any licensed title insurance company at
regular rates.
3. REAL ESTATE DESCRIPTION. The Real Estate is described as follows:
630 Alpha Drive, RIDC Park, O'Hara Township, Allegheny County,
Pennsylvania, more fully described on the attached
Exhibit "A".
4. PURCHASE PRICE. Buyer will purchase the Real Estate and pay to Seller
the sum of TWO MILLION EIGHT HUNDRED FIFTY THOUSAND ($2,850,000.00) DOLLARS,
payable as follows:
A. Hand money upon signing this Agreement
to be held in escrow by Hill Cleary
& Associates. $ 75,000.00
B. Additional hand money upon completion
of inspections pursuant to Paragraph
17 to be held in escrow by Hill
Cleary & Associates. $ 65,000.00
C. The balance by cashier check or
certified funds on delivery of deed. $2,710,000.00
<PAGE> 2
The Purchase Price shall be allocated as follows: $550,000.00 to land, and
$2,300,000.00 to the building.
5. SETTLEMENT. Settlement will be held in Allegheny County, Pennsylvania
on December 31, 1997. If settlement is not completed by this date either party
will then have the right to declare time to be of the essence by giving notice
to the other party. The notice will state that time is of the essence and will
fix the time, date, and place of settlement. The date fixed may not be earlier
than 15 days or later than 30 days following the effective date of giving such
notice.
6. PRORATION ITEMS. (A) Real estate transfer taxes will be shared
equally between Seller and Buyer; (B) real estate taxes will be prorated as of
date of settlement; and (C) real estate taxes will be prorated on a calendar
year basis for the calendar year of settlement based upon real estate taxes
levied or estimated to be levied in that year by each taxing body without
regard to the date of the levy or the fiscal year of the taxing body.
7. SELLER'S EXPENSE. Seller will pay the cost of deed preparation, title
clearance, and reasonable charges for closing services and disbursements made
on behalf of Seller.
8. POSSESSION. Possession of the Real Estate will be delivered to Buyer
on date of settlement.
RISK OF LOSS. Risk of loss of the Real Estate will remain upon Seller
until settlement.
9. MAINTENANCE OF THE PROPERTY; BUYER'S OPTION. Seller will maintain and
make all repairs needed to keep the Property in as good condition as it is now,
except for ordinary wear and tear. Seller will deliver the Property to Buyer
broom clean, free of debris. If a material change occurs in the physical
condition of the Property which remains uncorrected before Buyer takes
possession, Buyer will have the option to: (A) terminate this Agreement and
upon termination all hand money will be returned immediately to Buyer after
which the parties will be relieved of all obligations in this Agreement; or (B)
proceed with this Agreement and pay the balance of the purchase price, and
Seller will assign to Buyer any insurance proceeds to which Seller may be
entitled as a result of the change in condition. To exercise this option Buyer
will give notice to Seller before Settlement. If Buyer fails to give the
notice, Buyer will be conclusively deemed to have chosen option (B).
10. EMINENT DOMAIN; BUYER'S OPTION. If any part of the Real Estate is
taken by eminent domain before settlement, Seller will notify Buyer of the
taking within 5 days, but not later than the settlement. Buyer will have the
option to: (A) terminate this Agreement and upon termination all hand money
will be returned immediately to Buyer after which the parties will be relieved
of all obligations in this Agreement; or (B) proceed with this Agreement and
pay the balance of the purchase price, and Seller will assign to Buyer the
award, if any, to which Seller may be entitled. To exercise this option, Buyer
will give notice to Seller before settlement. If Buyer fails to give the
notice, Buyer will be conclusively deemed to have chosen option (B).
2
<PAGE> 3
11. MUNICIPAL IMPROVEMENTS. Seller will pay any municipal claim against
the Real Estate if the ordinance or resolution authorizing the work or
improvement is adopted prior to this Agreement. Buyer will pay any municipal
claim against the Real Estate if the ordinance or resolution authorizing the
work or improvement is adopted on or after the date of this Agreement.
12. DEFAULT.
A. BY BUYER: If Buyer defaults Seller may elect to: (1) retain
the hand money as liquidated damages as the parties agree that the hand money
is a reasonable settlement of Seller's damages and is not a penalty; if Seller
chooses this remedy, upon notice to Buyer, this Agreement will be terminated
and the parties released of further liability; or (2) apply the hand money
toward Seller's damages which may include, but are not limited to, loss of
bargain, consequential damages and attorney's fees prior to default.
B. BY SELLER: If Seller defaults Buyer may elect to: (1)
rescind this Agreement and waive any claim for loss of bargain; and if Buyer
chooses this remedy, Seller will cause to be paid to Buyer the hand money and
the direct costs which Buyer incurred in the preparation for settlement,
including, without limitation, title examination fees, mortgage loan fees and
expenses, survey costs, inspection costs and attorney's fees prior to Seller's
default; when Seller has made such payments in full to Buyer this Agreement
will terminate; or (2) file an action in court for specific performance
including consequential damages; or (3) file an action at law for damages for
loss of bargain, Buyer's direct cost in preparation for settlement as set forth
in subparagraph (1) of this paragraph B and consequential damages. Buyer may
bring and continue either an action for specific performance or an action at
law or both until final judgment.
13. UNDER AND SUBJECT. Buyer will take title to the Real Estate subject
to the following so long as they do not adversely affect the present use of the
Real Estate or at any time require removal or alteration of existing
improvements; (A) building and use restrictions of record; (B) vehicular or
pedestrian easements of record affect the Real Estate and being along the
front, rear or side lot lines; (C) water, sewer, gas, electric, cable
television, and telephone lines or easements therefor of record or as presently
installed; (D) prior grants, reservations or leases of coal, oil, gas, or other
minerals as shown by instruments of record; and (E) easements apparent upon
inspection of the Real Estate.
14. REPRESENTATIONS AND WARRANTIES OF SELLER.
A. Seller makes the following representations and warranties to
Buyer:
(1) Seller is a Corporation duly organized, validly
existing, and in good standing under the laws of Delaware and is authorized to
do business in Pennsylvania.
(2) There has not been filed by or against Seller a
petition in bankruptcy or insolvency proceedings or for reorganization or for
the appointment of a receiver of trustee, under any state or federal law, nor
has Seller made an assignment for the benefit of creditors or filed a petition
for an arrangement or entered into an arrangement with creditors which
petition, proceedings, assignment, or arrangement was not dismissed by final,
unappealable order of the court or body having jurisdiction over the matter;
and Seller is not insolvent and has not admitted in writing the inability to
pay its debtors as they become due.
(3) Seller has the full and lawful unrestricted right and
power to execute, deliver, and perform its obligations under this Agreement and
to complete all transactions contemplated hereunder.
3
<PAGE> 4
(4) There are no rights, options, or other agreements of
any kind to purchase or otherwise acquire or sell or otherwise dispose of any
of the Real Estate, or any interest therein, nor any claims to such rights,
options, or other agreements.
(5) Seller has no notice of any proceedings or actions
pending or threatened, which do or might limit or impair any powers, rights, or
privileges of Seller, necessary to enter into this Agreement and to consummate
the transactions contemplated hereby.
(6) Seller has no notice of any claims, actions, suits,
proceedings, or investigations, nor any order, decree, or judgment, in law or
in equity, pending or in effect, or threatened or contemplated against, by or
affecting Seller or the Real Estate, and Seller does not know or have reason to
be aware of any basis for any other such claim, action, suit, proceedings, or
investigation arising out of or related to the Real Estate.
(7) The Seller's execution, delivery, and performance of
this Agreement and the consummation of the transactions contemplated hereby
have been duly authorized by the Board of Directors and By-Laws of Seller, and
no other action is required by law or otherwise, for such authorization; this
Agreement is the legal, valid, and binding obligation of, and is enforceable
against the Seller in accordance with its terms, except to the extent such
enforcement may be affected by general principles of equity, or by bankruptcy
and other laws affecting the rights of creditors generally; the execution and
delivery of this Agreement and the compliance with the terms and conditions of
this Agreement by Seller, will not breach or conflict with any of the terms,
conditions, or provisions of any agreement or instrument to which either Seller
is a party or by which either Seller or the Real Estate is, are, or may be
bound, or constitute a default thereunder; and the authorization, execution,
and delivery of this Agreement and the consummation of the transactions
contemplated hereby, will not, with or without the giving the notice or passage
of time or both:
(a) violate, conflict with, or result in the
breach of any terms or provisions of, or require any notice, filing, or consent
under:
(I) the Articles of Incorporation and
By-Laws of Seller; or
(II) any statutes, laws, rules, or
regulations of any governmental body
applicable to either Seller or the
Real Estate; or
(III) any judgment, decree, writ,
injunction, order, or award of any
arbitrator, court or governmental
authority binding upon either Seller
or the Real Estate;
(b) conflict with, result in the breach of any
terms or provisions of, require any notice or consent under, give rise to a
right of termination of, or constitute a default under, any agreement or
instrument of any kind to which either Seller is a party or by which the Real
Estate is bound; or
(c) result in any lien, claim, encumbrance, or
restriction on the Real Estate.
(8) With respect to the Real Estate, as of the date of
this Agreement:
(a) There is no action, suit, or proceeding
pending or, to the best of the actual knowledge of Seller, threatened against
either Seller with respect to or arising out of the ownership, management, or
operation of the Real Estate, in any court or before or by any federal, state,
county, regional, or municipal department, bureau, commission, board, or agency
or other governmental instrumentality.
(b) Seller has not dealt with any broker, real
estate agent, or other intermediary in connection with the sale to Buyer of the
Real Estate or any part thereof other than Hill Cleary & Associates and Seller
hereby agrees to accept full responsibility for all fees, commissions, and
other charges claimed by such brokers and agents not disclosed by Seller.
Seller shall disclose in writing
4
<PAGE> 5
the identity of any Broker it has dealt with in connection with this
transaction to Buyer other than Hill Cleary & Associates, if any.
(c) Seller has not received any notice of any
legal requirement or deficiency concerning the Real Estate, nor any notice
requiring any work, repairs, construction, or alteration of the Real Estate.
(d) Subject to the provisions of Paragraph 13 the
Real Estate at closing shall be is free of any lien, claim, charge, security
interest, or encumbrance, and upon the delivery of the Deed, Buyer will be
vested with good, marketable, and unencumbered title to the Real Estate. The
real estate is encumbered by a mortgage which will be paid at or before
closing.
(e) Seller has no notice of any condemnation
proceedings pending or threatened against the Real Estate or any part thereof.
(f) Seller has no notice of any violations of any
applicable laws, ordinances, rules, regulations, and requirements of all
applicable governmental and regulatory authorities having jurisdiction thereof.
(g) No assessments or notices thereof have been
made against or, to the best of the knowledge of the Seller, are threatened or
proposed against the Real Estate or any part thereof, which has not been paid
in full.
(h) To the best knowledge, information, and
belief of Seller, no hazardous waste, hazardous or toxic materials or wastes,
or products regulated by any law or ordinance or asbestos have been treated at,
or disposed of by Seller on the Real Estate, and, to the best of Seller's
knowledge, has never been treated, or disposed of on the Real Estate. Seller
has stored inventory for resale in the normal course of its business on the
premises, which inventory was prepackaged by the manufacturer and remained in
its original packaging until resold. No other hazardous waste, toxic materials
or products regulated by law or ordinance have been stored on the premises
other than in the normal course of the automotive parts business of Seller.
(i) To the best knowledge, information, and
belief of Seller, the Real Estate has not received special treatment that might
result in claims for taxes related to the Real Estate or the recoupment thereof
arising out of the conversion of its use.
(j) Seller has no notice that its use of the
property (i) violates, or is alleged by any person or entity to violate, or is
not in compliance, or is alleged by any person or entity not to be in
compliance, with any land use, environmental, hazardous material and/or waste
handling, storage, treatment, disposal or discharge laws or other laws,
building codes, zoning or other ordinances, rules, or regulations, fire
insurance regulations, state labor department regulations, or covenants,
conditions, and restrictions whether federal, state, local, or private; and
(ii) there exists no violation, nor is there alleged by any person or entity to
exist any violation, or any covenants or agreements of any kind with any
governmental jurisdiction or private party purporting or acting to restrict in
any way the individual use and/or severability of each lot from every other
lot; and (iii) there has not occurred, nor has any person or entity alleged
that there has occurred, upon the Real Estate, nor any part thereof, any
spillage, leakage, discharge, or release into the air, soil, or groundwater of
any hazardous materials, regulated wastes, petroleum products, toxic
pollutants, PCB's.
(k) Further, the Real Estate has full, complete
legal access to public roads over all existing driveways/entrances.
(l) Gas, electric power, sanitary and storm sewer
and water facilities and all other utilities necessary for the intended use and
operation of the property are available to and servicing the property in
quantities satisfactory to service the property for its current use.
5
<PAGE> 6
(m) Seller has no notice of any asbestos or
asbestos containing materials on the Real Estate.
(n) The zoning classification of the Real Estate
is Suburban Manufacturing, and the present use of the Real Estate is in
compliance with all applicable zoning and planning laws.
(o) Seller is in possession of the Real Estate
and no persons other than Seller have any right to possess or occupy the Real
Estate pursuant to any lease or other agreement or operation of law.
(p) Seller is the legal and equitable owner of
the real estate.
B. Each of the representations and warranties of Seller and Buyer
set forth herein, shall remain in effect for two (2) years. Upon termination
of the two (2) year period, each representation and warranty shall terminate
absolutely with full and final discharge of liability except to the extent that
Buyer shall have given to the Seller written notice of a breach thereof within
the two (2) year period specifying the facts constituting such alleged breach
(to the extent Buyer has knowledge of such facts) and the loss then reasonably
ascertainable (to the extent Buyer can reasonably ascertain such loss) as a
consequence thereof.
15. REPRESENTATIONS AND WARRANTIES OF BUYER.
A. Buyer makes the following representations and warranties to
Seller:
(1) Buyer is a Corporation duly organized, validly
existing, and in good standing under the laws of Delaware and is authorized to
do business in Pennsylvania.
(2) There has not been filed by or against Buyer a
petition in bankruptcy or insolvency proceedings or for reorganization or for
the appointment of a receiver of trustee, under any state or federal law, nor
has Buyer made an assignment for the benefit of creditors or filed a petition
for an arrangement or entered into an arrangement with creditors which
petition, proceedings, assignment, or arrangement was not dismissed by final,
unappealable order of the court or body having jurisdiction over the matter;
and Buyer is not insolvent and has not admitted in writing the inability to pay
its debtors as they become due.
(3) Buyer has the full and lawful unrestricted right and
power to execute, deliver, and perform its obligations under this Agreement and
to complete all transactions contemplated hereunder.
(4) The Buyer's execution, delivery, and performance of
this Agreement and the consummation of the transactions contemplated hereby
have been duly authorized by the Board of Directors and By-Laws of Buyer, and
no other action is required by law or otherwise, for such authorization; this
Agreement is the legal, valid, and binding obligation of, and is enforceable
against the Buyer in accordance with its terms, except to the extent such
enforcement may be affected by general principles of equity, or by bankruptcy
and other laws affecting the rights of creditors generally; the execution and
delivery of this Agreement and the compliance with the terms and conditions of
this Agreement by Buyer, will not breach or conflict with any of the terms,
conditions, or provisions of any agreement or instrument to which either Buyer
is a party or by which either Buyer or the Real Estate is, are, or may be
bound, or constitute a default thereunder; and the authorization, execution,
and delivery of this Agreement and the consummation of the transactions
contemplated hereby, will not, with or without the giving the notice or passage
of time or both:
(a) violate, conflict with, or result in the
breach of any terms or provisions of, or require any notice, filing, or consent
under:
6
<PAGE> 7
(I) the Articles of Incorporation and
By-Laws of Buyer; or
(II) any statutes, laws, rules, or
regulations of any governmental body
applicable to either Buyer or the
Real Estate; or
(III) any judgment, decree, writ,
injunction, order, or award of any
arbitrator, court or governmental
authority binding upon either Buyer
or the Real Estate;
(b) conflict with, result in the breach of any
terms or provisions of, require any notice or consent under, give rise to a
right of termination of, or constitute a default under, any agreement or
instrument of any kind to which either Buyer is a party or by which the Real
Estate is bound; or
(5) With respect to the Real Estate, as of the date of
this Agreement, Buyer has not dealt with any broker, real estate agent, or
other intermediary in connection with the purchase of Seller of the Real Estate
or any part thereof other than Hill Cleary & Associates and Buyer hereby agrees
to accept full responsibility for all fees, commissions, and other charges
claimed by such brokers and agents not disclosed by Buyer. Buyer shall
disclose in writing the identity of any Broker it has dealt with in connection
with this transaction to Seller other than Hill Cleary & Associates, if any.
B. Each of the representations and warranties of Seller and Buyer
set forth herein, shall remain in effect for two (2) years. Upon termination
of the two (2) year period, each representation and warranty shall terminate
absolutely with full and final discharge of liability except to the extent that
Buyer shall have given to the Seller written notice of a breach thereof within
the two (2) year period specifying the facts constituting such alleged breach
(to the extent Buyer has knowledge of such facts) and the loss then reasonably
ascertainable (to the extent Buyer can reasonably ascertain such loss) as a
consequence thereof.
16. INDEMNIFICATION BY SELLER.
(a) Subject to the limitations and exclusions set forth in
Subsections 16 (c) and 16 (d) below, Seller agrees to indemnify Buyer against
and in respect of the following:
(i) A material breach of any of the
representations or warranties of Seller set forth in this Agreement;
(ii) Any and all of the following debts,
liabilities and obligations of Seller, either direct or indirect, accrued,
absolute, contingent or otherwise, and whether known or unknown, or due or
payable, fixed or unfixed, choate or inchoate, liquidated or unliquidated, or
secured or unsecured:
A. those existing at or as of the Closing Date; and
B. those arising from any contract or commitment
entered into or made, or any liabilities, acts, transactions, agreements,
understandings or obligations incurred, by Seller (including without limitation
obligations incurred prior to Closing as the result of any circumstance or
state of facts which occurred or existing prior to Closing, such as a personal
injury or property damage which is claimed to have occurred prior to Closing)
on or before the Closing Date;
(iii) Any and all debts, liabilities and obligations of
Seller for United States, state or local taxes, assessments, or similar
charges, including interest and penalties with respect thereto (without regard
to the time such taxes may accrue or be determined or assessed), which are
attributable or related to, or covering any period prior to or during which the
Closing occurs, for the portion thereof
7
<PAGE> 8
that ends on or before the close of business on the day of the completion of
Closing, and arising out of the Property.
(b) Seller also agrees to indemnify Buyer against and in respect of
any and all actions, suits, claims, proceedings, investigations, audits,
demands, assessments, fines, judgments, settlements, costs and other expenses
(including, without limitation, attorneys' fees and expenses, including those
incurred in connection with appellate proceedings, and costs of investigation
incurred in defending against or settling any of the foregoing or any amounts
paid in settlement thereof) incident to any of the matters indemnified against
under Subsection (a) of this Section 16.
(c) Notwithstanding anything contained in this Section 16 to the
contrary, the Buyer may not assert a claim against Seller pursuant to this
Section 16 unless and until Buyer has suffered damages in excess of $10,000 in
the aggregate in connection with any claims Buyer may assert pursuant to this
Section 16, unless such claim is made in contravention of any of the
representations or warranties of Seller in this Agreement in which event no
minimum dollar amount shall apply.
(d) The rights of the Buyer to indemnification under this Section
16 shall not be affected by the fact that Buyer should have known the true
state of facts giving rise to such indemnification unless Buyer had actual
knowledge of such facts independent of any information or disclosure provided
to Buyer by either Seller, and the furnishing of any information to Buyer or
any investigation by Buyer shall not affect Buyer's right to rely on any
representations or warranties made herein.
(e) If any action, suit or other proceeding shall be instituted or
threatened against Buyer with respect to any matter as to which Seller shall
have any indemnity obligation under this Section 16, said Buyer shall promptly
notify Seller of the institution or threat of such proceeding and tender the
defense of any such proceeding to Seller for conduct thereof by Seller
(provided that Seller shall timely commence and diligently continue such
defense) at Seller's sole expense. Said Buyer shall assist Seller to the
extent Seller may reasonably request such assistance, but at the expense of
Seller. Seller shall have the right to select counsel and take all other
action as shall be deemed necessary and appropriate by Seller, provided,
however, that if any party to any such proceeding shall create or impose any
lien or encumbrance on any of the assets of the Buyer in respect of such
proceeding (or if such creation or imposition is imminent) or if any judgment
shall be entered which would result in Buyer being obligated to pay the same
hereunder, Seller shall provide such bond or deposit or take such other action
as shall be satisfactory to the Buyer to prevent the creation or imposition of
any such lien, and to stay the execution of such judgment pending any appeal or
other proceedings prior to final entry thereof, and provided, further, that
Seller shall not settle or compromise any such action, suit or proceeding
without the prior written consent of the Buyer unless at the time of such
settlement or compromise and to Buyer's satisfaction, Seller shall satisfy,
discharge, and release any and all liability of the Buyer resulting therefrom
or an adequate reserve is established or sufficient funds are segregated by
Seller to satisfy, discharge, and release any and all such liability. Should
such adverse judgment become final and non-appealable, Seller shall promptly
pay the same.
17. CONTINGENCIES.
A. Buyer and Seller acknowledge and agree that Buyer's obligation
to complete closing hereunder is subject to the fulfillment of the following
conditions precedent:
(1) The warranties and representations of Seller shall be
true and correct in all material respects as of the closing date.
(2) Title Company has agreed to issue title insurance in
accordance with the requirements of this Agreement, and Seller has agreed to
execute any reasonable and customary documents requested by the title company,
including a Seller's Affidavit.
8
<PAGE> 9
(3) Buyer obtaining final, unappealed zoning approval for
the use of the property as a manufacturing and office building in a manner
acceptable to Buyer in its sole discretion.
(4) Buyer completing its due diligence inspection of the
property and determining, in Buyers reasonable judgment, that the property is
in a condition acceptable to Buyer. Without limiting the tests and inspections
that Buyer may conduct, the parties agree that the following tests/inspections
are contemplated: engineering studies (structural and mechanical), survey,
Phase I Environment Audit, other environmental studies, termite/wood boring
pest inspection.
(5) Seller delivering to Buyer all mechanical and
architectural drawings related to the building, together with all reports
concerning the condition of the building which Seller has in its possession.
B. On or before September 22, 1997, Buyer shall deliver written
notice to Seller that either:
1. Buyer waives any right that Buyer may have under
paragraph 17.A.3., 17.A.4, and 17.A.5; or
2. The due diligence inspections as set forth in
paragraph 17.A.4. hereof, reveal either a major defect in the property or that
the property is incompatible with the Buyer's proposed use and that the
Agreement is terminated on October 5, 1997. The notice shall specify any major
defect and/or incompatibility and shall be accompanied by all available
information relating to the results of the inspections and tests by Buyer.
a. The term "Major Defect" shall mean: (1) any
one defective condition which requires an expenditure of more than $20,000.00
to remedy; or (2) any condition which constitutes a violation of any applicable
building or health code; or (3) the presence of any environmental condition
which exceeds the acceptable standards of the United States Environmental
Protection Agency or the Pennsylvania Department of Environmental Protection.
b. The term "Incompatibility" shall mean any
condition which requires an expenditure of more than $125,000.00 to make the
property compatible with the use intended by Buyer.
C. If Buyer does not give written referred to in paragraph 17.B.
on or before September 22, 1997, the Buyer waives any right that it may have
under this section 17.
D. A notice of termination given in accordance with paragraph
17.B.2. shall not be effective if on or before October 5, 1997 following
receipt of notice from Buyer electing to terminate.
1. Seller delivers to Buyer, a writing signed by
the Seller which contains: (a) Seller's agreement to remedy the Major Defects
or Incompatibility at Seller's expense; (b) a description of how the remedy
will be accomplished; (c) agreement of Seller that the remedy of the Major
Defects and/or Incompatibility will be accomplished using materials which are
consistent with the materials used in the construction of the property; and (d)
the agreement of the Seller that the remedy will be completed prior to the date
of the settlement in paragraph 5. of this Agreement; or
2. Seller agrees in writing to give Buyer credit
at settlement, an agreed amount required to remedy the major defect, or a
credit for any amounts in excess of $125,000.00 necessary to resolve any
"Incompatibility."
E. If Buyer's election to terminate becomes effective, Buyer
shall deliver to Seller on or before October 10, 1997, copies of any written
reports of the inspections and tests made by Buyer. Unless Seller has advised
Broker in writing that there is a dispute over the hand money and the nature of
the dispute on or before October 12, 1997, then no dispute concerning the right
to the hand money shall exist and Broker will pay the hand money to Buyer and
Seller may sell the property free and clear of all claims by Buyer.
9
<PAGE> 10
F. Seller grants Buyer, its agents, employees and contractors the
right to enter the Real Estate for the purpose of conducting any and all tests
and inspections which Buyer desires to conduct. Buyer shall give Seller
reasonable advance notice before entering the property or performing such
tests.
G. INDEMNIFICATION: Buyer agrees to (A) bear the cost and
expense of any damage to the Property; and (B) indemnify, save, and hold Seller
harmless from any claims for damage resulting from injury to persons or
property which in either case results or arises from any act or omission by
Buyer or Buyer's representatives, architects, engineers, or property inspectors
in connection with inspections and tests made by or on behalf of Buyer.
18. BROKER COMMISSION. Seller shall pay a commission in connection with
this sale to Hill Cleary & Associates.
19. COAL NOTICE. NOTICE - THIS DOCUMENT MAY NOT SELL, CONVEY, TRANSFER,
INCLUDE OR INSURE THE TITLE TO THE COAL AND RIGHT TO SUPPORT UNDERNEATH THE
SURFACE LAND DESCRIBED OR REFERRED TO HEREIN, AND THE OWNER OR OWNERS OF SUCH
COAL MAY HAVE THE COMPLETE LEGAL RIGHT TO REMOVE ALL OF SUCH COAL AND IN THAT
CONNECTION, DAMAGE MAY RESULT TO THE SURFACE OF THE LAND AND ANY HOUSE,
BUILDING OR OTHER STRUCTURE ON OR IN SUCH LAND. THE INCLUSION OF THIS NOTICE
DOES NOT ENLARGE, RESTRICT OR MODIFY ANY LEGAL RIGHTS OR ESTATES OTHERWISE
CREATED, TRANSFERRED, EXCEPTED OR RESERVED BY THIS INSTRUMENT. (This notice is
set forth in the manner provided in Section 1 of the Act of July 17, 1957, P.L.
984, as amended, and is not intended as notice of unrecorded instruments, if
any). Unless this notice is stricken, the deed for the Real Estate will
contain this notice and will also contain, and Buyer will sign, the notice
specified in the Bituminous Mine Subsidence and Land Conservation Act of 1966.
20. WAIVER OF TENDER. Formal tender of a deed for the Real Estate by
Seller to Buyer is waived by Buyer. Formal tender of the balance of the
purchase price by Buyer to Seller is waived by Seller.
21. NOTICES TO PARTIES. Any notice given by Seller to Buyer or by Buyer
to Seller will be in writing. Any notices will be delivered either in the
manner provided by law for the services of process in equity or by certified or
registered mail to the receiving party at the address for the receiving party
which appears on the first page of this Agreement. Any mailed notice will be
deemed delivered to the receiving party on the second business day after
mailing occurs.
22. COVENANT NOT TO RECORD/NONDISCLOSURE. Buyer will not record this
Agreement and any recording of this Agreement by Buyer will constitute a
default by Buyer under this Agreement. Further, the parties agree not to
disclose the contents of this agreement or the terms of this transaction to any
third party, other than each parties' respective legal counsel, accountant,
advisor or real estate agent, provided the obligation of non-disclosure shall
terminate at closing.
23. BINDING EFFECT. Seller and Buyer intend to be legally bound by this
Agreement. All of its terms and conditions will extend to and be binding upon
the parties to this Agreement and upon their respective heirs, executors,
administrators, personal representatives, successors and assigns. Buyer has
the unconditional right to assign his rights under this Agreement.
10
<PAGE> 11
24. INTERPRETATION. This Agreement constitutes the entire contract
between the parties and there are no other understandings, oral or written,
relating to the sale and purchase of the Real Estate. This Agreement may not
be changed, modified or amended, in whole or in part, except in another
writing, signed by all parties. Wherever used in this Agreement, the singular
will include the plural, the plural the singular, and the use of any gender
will be applicable to all genders. Paragraph headings and italicized clauses
are inserted for convenience only and will not form part of the text of this
Agreement.
IN WITNESS WHEREOF, the parties have set their hands and seals the day
and year first above written.
Attest: BEARING SERVICE COMPANY OF
PENNSYLVANIA, BUYER
/s/ Franklin Blackotonet /s/ William J. Burke
- ----------------------------- -------------------------------------
Secretary President
ATTEST: STEEL CITY PRODUCTS, INC., SELLER
/s/ Karen A. Stempinski /s/ Robert M. Davies
- ----------------------------- -------------------------------------
Assistant Secretary President
11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-START> MAR-01-1997
<PERIOD-END> AUG-31-1997
<CASH> 40
<SECURITIES> 0
<RECEIVABLES> 4,758
<ALLOWANCES> 374
<INVENTORY> 6,419
<CURRENT-ASSETS> 11,516
<PP&E> 2,847
<DEPRECIATION> 1,412
<TOTAL-ASSETS> 16,687
<CURRENT-LIABILITIES> 10,300
<BONDS> 4,454
0
0
<COMMON> 32
<OTHER-SE> 1,901
<TOTAL-LIABILITY-AND-EQUITY> 16,687
<SALES> 17,627
<TOTAL-REVENUES> 17,732
<CGS> 14,197
<TOTAL-COSTS> 14,197
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 55
<INTEREST-EXPENSE> 346
<INCOME-PRETAX> (209)
<INCOME-TAX> 9
<INCOME-CONTINUING> (218)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (218)
<EPS-PRIMARY> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
