ITEM 1. BUSINESS
INTRODUCTION
HoloPak Technologies, Inc., ("HoloPak" or the "Company") through its principal operating subsidiaries, Transfer Print Foils, Inc. ("TPF" or the "Predecessor"), and Alubec Industries Inc. ("Alubec"), is one of the largest manufacturers and distributors of hot stamp foils in the United States, and is a major manufacturer of laminated foil and direct metallized paper in Canada. Hot stamp foil is primarily used to decorate or label a wide variety of products such as greeting cards, paperback book covers, cosmetics, other paper and plastic packaging, appliances and sporting goods. Laminated foil paper is used in a variety of consumer packaging applications. The Company services over 1,300 customers, including Hallmark Cards, Upper Deck, and Data Card. The Company is also one of the leading producers in the United States of holographic foil, which is a specialized type of hot stamp foil that is embossed with a three-dimensional image called a hologram. The Company has been involved in the development of holographic foil since 1984, shortly after the first commercial uses of holograms began.
"Hot stamping" is the term that describes a decorating process performed by transferring a coating from a film to the surface of a product by simultaneously stamping it with heat and pressure. The Company manufactures the specialized foils used for hot stamping by coating polyester film in a multi-step process. These foils are produced in a wide range of colors, patterns and surface finishes designed to meet specific customer requirements. The Company supplies foils to its customers who then hot stamp it to their products. In addition, the Company produces holographic foil by embossing a hologram on technologically advanced base foils specially created for this application. Holograms, which are difficult to duplicate, make holographic foil useful as a security device for credit cards, drivers licenses, collectible cards, checks, event tickets and other items for which counterfeiting is a problem. The distinctive appearance of holograms and holographic patterns also makes this type of foil appealing as a device to increase the visibility of consumer packaging.
HoloPak was organized in 1989 to acquire the Predecessor. Although the Company was organized in 1989, the business conducted by the Predecessor has been in continuous operation since 1978. On September 27, 1991, the Company completed an initial public offering in which the Company issued and sold 800,000 shares of its Common Stock, par value $.01 per share ("Common Stock"), and certain stockholders of the Company sold 350,000 shares of Common Stock.
On March 17, 1993, the Company acquired 100% of the outstanding shares of Alubec for $5.2 million in cash and 223,000 shares of Common Stock of HoloPak.
On May 3, 1993, the Company acquired 100% of the outstanding shares of Jaeger Graphic Technology, S.A. ("JGT"). In June 1994 the Company announced that it would dispose of JGT, which it has since done. Please refer to Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations - General."
On February 1, 1996, Mr. Robert E. Coghan became Chief Executive Officer, replacing Mr. Harry Parker, who resigned. Mr. Coghan has been President of the Company or TPF since 1978. Mr. Parker remains with the Company as a consultant.
On September 2, 1997, Mr. James L. Rooney became Chief Executive Officer, replacing Mr. Robert Coghan, who resigned. Mr. Coghan remains with the Company in a sales capacity.
HoloPak's executive offices are located at 9 Cotters Lane, East Brunswick, New Jersey, 08816, and its telephone number is (732) 238-2883.
PRODUCTS AND MARKETS
HOT STAMP FOILS
Hot stamp foils, the Company's traditional core product, are manufactured by TPF. Using specialty types of its hot stamp foil as a base, TPF also produces holographic foils and foil laminates. While the Company's foils all have similar basic characteristics, the foils are produced in a wide range of colors, patterns, surface finishes and adhesive backings to meet customer requirements. Approximately 80% of the Company's sales consist of custom-made products.
Customers use a heated dye to apply the Company's foils to their products, which effects a permanent transfer of the coatings. Hot stamping has many advantages over other methods of applying designs, lettering and imprints to substrate materials. No treatment of the surface of the product is required before or after applying the hot stamp foil. Unlike many "wet" methods such as ink printing, no overruns or drying time is required, thereby reducing energy and labor needs. As no potentially hazardous coatings, inks or solvents are required for hot stamping, the environmental risk for the customer of handling, using and adequately disposing of such materials is reduced. Hot stamping also enables a customer to produce different colors and patterns easily and eliminates long downtime and set up procedures.
The Company produces more than 3,500 different metallic, pigmented and patterned hot stamp foils, which are resistant to peeling, cracking, scuffing, fading, color change, moisture, oils and smudging. Management estimates there are more than 20,000 users of hot stamp foils in the United States in a large number of diverse industries. The majority of the Company's hot stamp foils are produced for application on paper and plastic products, with a lesser portion of its foils being used on fabric, metal and other substrates. The use of foils for all these applications has continued to increase in recent years due to the importance of the visual impact of the end users' products.
The largest portion of the Company's hot stamping foils business is to the graphic arts industry, which includes packaging and greeting cards. Sales of the Company's foils to the paper packaging market also represent a significant portion of the Company's business. The Company produces foils for use on film boxes, cosmetics and personal care packaging, ribbons for gift packaging and covers of paperback and hardback books, as well as many other paper-based products.
The Company's hot stamp foils are also used for application on plastic products such as plastic packaging for consumer products and decorative components of appliances and automobiles. The durability of the Company's foils is especially important to customers in these markets. The Company's metallic and pigmented foils are used to decorate and label plastic cosmetic packaging, shampoo and powder bottles as well as for lettering and imprinting small plastic items such as toys, rulers, pens and novelty items. The Company's foils are used on packaging for major cosmetic and personal-care lines. The Company also sells chrome, wood-grained, marbled and patterned foils for use on appliances, automobiles and other consumer durable goods. The Company supplies wood-grain foil for air conditioner grilles and automobile interiors, and chrome foil for automotive trim and tail lights. The Company supplies foils to major appliance manufacturers, and to all three major domestic automobile manufacturers.
The Company also produces hot stamp foil for various other uses such as decorating and imprinting applications on fabric and leather products, pencils, sporting goods, apparel and banners, and extrusion applications for vertical window coverings and picture frames.
HOLOGRAPHIC FOILS
The Company is one of the leading producers of holographic foil in the United States. Holographic foil is a specialized type of hot stamp foil embossed with a holographic image or pattern. Holographic foils are used to provide decoration on packaging and graphics products, and more importantly, on products that require anti-counterfeiting protection. The Company has developed production methods that permit the mass replication of high quality holographic images on foil in a secure environment.
A hologram is originated by creating a master image through split beam laser photography. The master image is provided to the Company by the customer or produced by an independent holographer. Once the master image is created, the Company produces shims that are used to replicate the holographic image. The final step in the process uses the shims to emboss the image into special hot-stamping foil, which receives special coatings so it will accept an image.
When a hologram is viewed from different angles, features of the depicted object can be seen that would not be visible in a photograph. Identification of an authentic hologram when used as a security device is convenient and inexpensive and can be done by sight without any special machinery. Moreover, high security holograms can also be produced to carry information that is readable only with the aid of special devices. The high degree of technological skill and capital investment required to replicate holograms acts as an obstacle to unauthorized duplication, thereby making holograms useful as anti-counterfeiting and security devices.
The Company's holographic foil is used by a producer of baseball cards to add a small distinctive hologram which increases the difficulty of reproducing or otherwise counterfeiting the card. The Company produces and sells holographic foil with whole-card holographic figures for baseball cards and other collectible cards depicting comic book characters, rock and roll groups and other figures. The Company sells optically enhanced base foil for use in producing holograms on driver's licenses and other security sensitive products. The Company also sells holographic foils for use as protection against counterfeiting of transit passes, event tickets and checks.
The visual appeal and uniqueness of holograms also makes them ideal for many graphic applications on paper-based products. The Company has continued to supply holographic foils for use on products such as greeting cards, ribbon for gift packaging, paper and box packaging and paperback books. The Company believes that there is potential for significant growth in this area as additional holographic products are developed and advances in the replication of holograms lead to lower production costs, thus making holographic foil practical for additional applications.
FOIL LAMINATES
The Company also produces a full line of hot stamp foils that can be laminated on a wide variety of plastic surfaces and used in diverse products. The Company produces decorative foil finishes such as wood grains, marbles, patterns, glosses, colors and metallics which are sold in engraving sheets for use in producing office nameplates, interior and exterior signs and other engraving applications. The Company also produces laminated sheets for stock and custom uses, and vacuum-formed products for the marine, automobile and appliance industries. These products include automobile dashboards and pleasure boat instrument panels. Miscellaneous laminates produced by the Company include wood grain appliques for office products and silver decoration of vinyl sheets for telephone calling cards.
METALLIZED PAPER
The Company manufactures metallized paper through Alubec. Alubec's principal laminated foil products are paper and paperboard to which aluminum foil is laminated in accordance with customer specifications. Metallized paper and board, a process that transfers metallized foils to board and paper manufactured at Alubec, is expecting growth in this market. Alubec's customers use its products in making decorative and attractive labels or packages for various manufacturers of consumer goods such as food, beverages, candy, cosmetics, cigarettes and household products. The users of packages or labels containing foil believe that the attractiveness of the package or label catches the consumer's attention and helps distinguish their products from those of their competitors. Alubec also manufactures direct metallized paper, which is used in a wide variety of packaging applications and has the advantage of being fully recyclable.
Quality control is an integral part of Alubec's manufacturing process. Alubec only purchases raw materials from those suppliers who meet its stringent quality standards. In addition to quality inspection before and after each phase of the process, there are continuous on-line inspection.
MANUFACTURING
The manufacture of hot stamp foil is a three-step process. The primary raw materials are polyester film, pigments, resins, dyes, aluminum and a variety of adhesives. The Company maintains more than 3,500 product formulations to meet varying customer needs, depending on the final product. Polyester film is used as a carrier for all products. The film ranges in width from 25 to 52 inches and in thickness from 0.5 to 3 mils. The first production step is the application of a release coat, which allows the foil to separate from the polyester film during hot stamping by the customer. In the second step, the polyester film is coated with solvent based pigments or dye solutions to achieve the desired color and pattern. The performance requirements of the decorated surface determine the number and type of coatings required. For metallic foils, the roll of color coated film is then metallized by direct vacuum deposition. Other multicoated foils, such as wood grains, undergo a more extensive manufacturing process. In the final step of all foil manufacturing, an adhesive is applied to the back of the foil. Different adhesive properties are required depending on the surface to which the foil will be applied and the conditions under which the end product will be used. Rolls of hot stamping foil are cut or slit to customer specifications before shipping. For plastic laminated products, the Company laminates a completed roll of foil onto plastic sheets.
To produce holographic foils, in the second step of the foil production process the Company adds specially developed coatings to produce a base foil flexible enough to accept a holographic embossing, but durable enough to maintain image fidelity. The base foil produced is then embossed with a holographic image by one of the Company's proprietary holographic embossing machines. After the embossing process, the holographic foil is returned to the standard foil production cycle to receive an adhesive coating.
Much of the Company's machinery and equipment was developed and built on site by the Company. The Company currently has the capacity to increase foil production by approximately 25%, based on historical production statistics without the need of any additional expansion. The Company is currently in the midst of a program to upgrade existing machinery and to install new and more technologically advanced machinery to improve production efficiency.
The Company has made a number of advances in the development of machinery to emboss holographic images and patterns on base foils to produce holographic foil. The Company is now embossing holograms on rolls of foil up to 50 inches wide. Management believes that by embossing on wider rolls, the Company increases the potential applications for its holographic foil.
Alubec manufactures its products at its plant in Montreal, Quebec. Laminated foil paper is manufactured using specialized machinery to laminate aluminum foil to packaging paper and paperboard, which is then rolled, cut or sheeted for delivery to customers. The customer prints the appropriate words and designs on the laminated foil and then uses the laminated products in making labels, boxes or other packaging containers for its customers' products. Direct metallized paper is manufactured by vacuum-metallizing paper in roll form. Alubec also has the capability of manufacturing hot stamping foil at its plant.
The Company's manufacturing expertise lies in producing durable high quality foil and papers that will consistently perform according to specifications. The Company has an extensive quality control program for all production processes to further the Company's goal of reducing defects in all products. The Company's quality control program is carried out by all manufacturing employees and is an integral part of the production process.
SALES AND MARKETING
The Company currently has 11 full time sales people, including regional and country managers, with sales offices and distribution centers in East Brunswick, New Jersey; Evansville, Indiana; Chicago, Illinois; Corona, California; and Montreal, Quebec. The Company's products are sold to more than 1,300 active accounts. The majority of its products are sold directly to end-users, although the Company makes limited sales to distributors who service small accounts. The Company's sales personnel are compensated on a salary plus commission basis. The Company is also an active participant in various trade shows and conducts an advertising campaign in various trade magazines.
Alubec markets its products, with few exceptions, directly to printers and manufacturers primarily in and around Montreal, Quebec and the United States.
The Company operates on a purchase order basis and has no long term sales contracts with customers. Because the Company is required to provide prompt turnaround time from order to delivery, backlog comparisons are not indicative of sales trends at any given time. Net sales to two major customers amounted to $4,201,000 (11.1%) and $3,853,000 (10.2%) for the fiscal year ended March 31, 1998, and to one major customer amounted to $5,986,000 (14.6%) and $5,419,000 (12.3%) for the fiscal years ended March 31, 1997 and 1996, respectively.
RESEARCH AND DEVELOPMENT
The Company's research and development program is devoted to the development of new products and applications. In addition, the research and development department frequently works directly with customers to develop products to meet their specific needs. A factor in the Company's growth and success has been management's investment in new dye, resin and film formulations so that new decorative effects can be achieved. The Company continues to improve the workability, abrasion resistance, physical and aesthetic characteristics of its foils. The Company has a laboratory on site at its East Brunswick, New Jersey facilities, which employs six persons dedicated to research and development. The Company employs three persons with a background in chemistry. The Company expenses its research and development costs as incurred. Such expenses amounted to approximately $370,000, $416,000, and $532,000 in fiscal 1998, 1997 and 1996, respectively.
The Company also has a design group that creates new patterns, designs, colors, shades, and textures, including holographic designs, to offer customers. The Company also develops original patterns, wood grains or finishes designed to customers' specifications.
COMPETITION
The Company competes with a number of companies in the hot stamp foil and metallized paper industries. In these markets, it competes on the basis of quality, service and price. The Company believes that its product quality, long-standing customer relationships, proprietary machinery and processes, and experienced personnel are competitive advantages. Some of the Company's competitors are divisions or subsidiaries of larger companies with financial and other resources greater than those of the Company.
The Company competes primarily in the high quality and high value added end of its markets, where the Company's commitment to and reputation for quality provides a competitive advantage. Historically, the Company does not aggressively compete in markets where competition is largely price-based. However over the past year, segments of the Company's business have become more price sensitive, thereby compelling the Company to respond to price competition.
The hot stamp industry in general has certain technological and economic barriers to entry. The Company's processes and machinery for the production of hot stamp foils and holographic foils have been developed over years of research and development effort, and require a blend of art and chemistry based on years of experience working with foils for a broad range of applications. Also, the capital equipment required to produce hot-stamping and holographic foil is extremely costly. The operation of a facility for the production of hot stamp foils also requires large capital expenditures for the construction of additional equipment to comply with federal, state and local environmental laws and regulations, which may deter new entrants from commencing the production of hot stamp foils.
The market for holographic foil is relatively new and has been developing quickly over the last several years. The Company is one of the leading producers of holographic foil in the United States. The Company believes that there are currently two other significant domestic producers of holographic foil; however, there are also foreign producers of holographic foil. The Company has invested significant time and effort developing processes and machinery for the production and embossing of holographic foil which, management believes, gives it certain competitive advantages.
In foil laminates, the Company competes with several other producers. Management believes that the Company has an advantage over such competitors because it is the only producer of both the overlying foil and the laminated sheets. This integration allows the Company to ensure both the quality of the foils used and the quality of the final foil laminate.
The laminated foil and metallized paper markets are highly competitive. This competition is based upon price, availability, and performance of products. There are more than fifty laminated foil companies and three direct metallized paper companies in the United States and Canada. Most of these companies are larger and have greater financial resources and marketing capabilities than Alubec.
RAW MATERIALS AND SUPPLIERS
The Company is not dependent on any one supplier for any single raw material. The Company's suppliers fall into four general groups: suppliers of the polyester film that serves as the carrier for the foil; suppliers of chemicals for producing the coatings and adhesives; suppliers of plastic sheets for the foil laminates, and suppliers of paper for metallized paper.
The Company purchases from suppliers on a purchase order basis and, consequently, has no long term supply contracts.
Management believes that supplies of polyester film will be adequate for the coming year. The chemicals that the Company uses fall into three broad categories: solvents; specialty resins, dyes, and pigments; and adhesives. Of these, solvents have shown the most fluctuation. Solvents, however, are basically commodities -- the price can be expected to decline in response to the business cycle. Specialty chemicals, on the other hand, tend to have smaller, but regular (and permanent) increases. Unlike polyester film where the Company is a major consumer in North America, it is a minor chemical consumer and therefore has limited leverage with suppliers. Also, increasing stringency of environmental laws has made first quality materials more difficult to obtain.
ENVIRONMENTAL MATTERS
The Company and its facilities are subject to federal, state and local environmental law and regulations relating to discharges into the environment and to worker health and safety. The Company believes that it is in compliance with these laws and regulations in all material respects.
The Company is currently involved in two environmental cleanup proceedings as a result of waste delivered to large recyclers. One matter involves the cleanup of a New Jersey landfill (the "New Jersey Cleanup"). The New Jersey Cleanup has been divided into two parts. In the first part, the Company was joined in a federal action with numerous other parties as the alleged successor-in-interest to another company whose assets were purchased by the Company and whose waste was allegedly disposed of at the landfill. The first part was settled at no cost to the Company because the $132,000 portion of the total settlement that was allocable to the Company's predecessor was paid by such predecessor's insurance coverage. In the second part of the New Jersey Cleanup, the United States Environmental Protection Agency (the "EPA") has requested over 300 potentially responsible parties ("PRPs") to offer a proposal for ground water remediation. The EPA has estimated the costs of such remediation at $10 million to $12 million. There can be no assurance that the predecessor's insurance coverage that was available for the first part of the New Jersey Cleanup will be available for the second part. Although each PRP is jointly and severally liable for all such cleanup costs, the Company does not anticipate that the final outcome of this second part of the New Jersey Cleanup will have a material adverse effect on the Company.
In the other pending proceeding, the Pennsylvania Department of Environmental Resources (the "PADER") has notified over 1,000 parties, including the Company, that they may be liable as PRP's for cleanup of a Pennsylvania landfill that has soil and ground water contamination (the "Pennsylvania Cleanup"). The Company believes that any waste it allegedly disposed of at the landfill would represent less than 1% of the total waste disposed of at the site by the over 1,000 parties alleged to have disposed of waste at the landfill. In February 1997, the Company entered into a Buyout Agreement with PADER in which the Company paid approximately $39,000 to settle its obligations in this matter. The Company has made a claim under the terms of the Environmental Indemnification Agreement described in the last paragraph of this section for the costs associated with this matter.
The Buyout Agreement with PADER contains a re-opener provision in the event the cost of the remedial plan approved by PADER exceeds $30 million. PADER has not estimated the total cleanup costs of the landfill. As with the New Jersey Cleanup, the Company does not anticipate the final outcome of the Pennsylvania Cleanup will have a material adverse effect on the Company, even though the Company and every other PRP in the Pennsylvania Cleanup may be jointly and severally liable for all cleanup costs.
In addition, the Company received test results showing ground water contamination at one location surrounding its facilities in East Brunswick, New Jersey. The Company believes that it cannot make an accurate assessment at this time of the total cleanup costs because additional testing and consultation with various regulatory agencies is still required. The Company does believe, however, that the soil remediation and the ground water contamination cleanup costs, in the aggregate, will not exceed the remaining amount available to the Company under the Environmental Indemnification Agreement described in the last paragraph of this section. The Company has made a claim under the Environmental Indemnification Agreement for the costs incurred to date with this matter.
Due to the broad scope of existing environmental cleanup laws, it is possible that the Company may be joined or named as a PRP in other cleanup proceedings, not only with respect to waste that the Company disposed of, but also with respect to the waste disposed of by a business acquired by the Company. There can be no assurance that any such subsequent proceedings would not have a material adverse effect upon the Company. The Company does not maintain environmental impairment insurance coverage in respect of such liability.
For the fiscal years ended March 31, 1998, 1997 and 1996, the Company made net expenditures of $57,000, $138,000, and $267,000, respectively, on environmental matters. These amounts are net of claims of $116,000, $39,000, and $212,000, respectively, under the Environmental Indemnification Agreement.
Under an Environmental Indemnification Agreement between the Company and certain stockholders of the Predecessor, the Company will be indemnified for certain environmental liabilities for claims made relating to conditions existing prior to January 4, 1993. The maximum indemnity under such Agreement is $950,000 plus the greater of the value of the shares of Common Stock owned by the former CEO, as determined when a claim or claims are paid, or $4 million. As of March 31, 1998, the Company has been reimbursed under the Environmental Indemnification Agreement for claims totaling approximately $1,061,000 including insurance claim recoveries.
PATENTS AND PROPRIETARY INFORMATION
The Company has eight patents on processes for producing high quality durable foils. Management believes, however, that its reputation, know-how and experience in manufacturing hot stamp foils are more important than patent protection. Accordingly, the Company relies upon trade secrets and other unpatented proprietary information in its product development activities. One hundred and eight of the Company's employees are parties to employment agreements providing for confidentiality and the assignment of rights to innovations developed by them while employed by the Company. The Company also requires key employees to enter into confidentiality and noncompetition agreements to protect its confidential information. There can be no assurance that these types of agreements will effectively prevent disclosure of the Company's confidential information.
EMPLOYEES
The Company employs 235 people, including 144 direct labor, 35 indirect labor, 11 outside sales, 20 sales support and 25 administrative and management personnel, 190 of which are at TPF, and 45 at Alubec. None of the Company's employees is or has ever been represented by a union. The Company believes that its relationships with its employees are excellent.
The executive officers of the Company, as well as many of the other employees, have had extensive experience in the hot stamp foil industry. One of the executive officers has over 20 years experience in the industry.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers and key employees of the Company are as follows:
NAME AGE POSITION WITH THE COMPANY
Robert J. Simon 39 Chairman of the Board of Directors James L. Rooney 61 Chief Executive Officer, President and Director Marc O. Woontner 52 Vice President, Sales and Marketing Joseph T. Webb 56 Chief Operating Officer, Secretary and Acting Chief Financial Officer
There are no family relationships between any executive officers, directors or key employees of the Company.
Officers of the Company are elected by the Board of Directors and serve at the discretion of the Board.
Robert J. Simon -- Mr. Simon has been Chairman of the Board of Directors since May 1992 and a Director since January 1990. Mr. Simon has been a general partner of Bradford Associates since 1989 and a Senior Managing Director of Bradford Ventures Ltd., a private investment firm, since 1992. Prior to that time, Mr. Simon held the following positions at Bradford Ventures, Ltd., Managing Director (1990-1992), Senior Vice President (1987-1990) and Vice President (1985-1987). Mr. Simon is also a director of Tufco Technologies, Inc. and Adco Technologies, Inc. and several privately held companies.
James L. Rooney -- Mr. Rooney became Chief Executive Officer of the Company on September 1, 1997. Mr. Rooney brings 38 years of experience in the paper and film coating and converting industry. He was most recently Senior Vice President at Rexam Inc., Coated Products Group from 1994-1996. In 1993, he was President of Release International, a Rexam Inc. company and from 1984 - 1993 he was President of H.P. Smith Inc., a division of Specialty Coatings International, formerly James River Corp.
Marc O. Woontner -- Mr. Woontner has been Vice President, Sales and Marketing of the Company or TPF since 1986, when he joined TPF. Mr. Woontner has over 20 years of experience in the hot stamp foil and holographic business.
Joseph T. Webb -- Dr. Webb was appointed Chief Operating Officer effective May 18, 1998 and serves as Acting Chief Financial Officer. Prior to that, he served as Vice President of Manufacturing of the Company or TPF since November 1995. He was also appointed Secretary of the Corporation in 1998. From 1994 to 1995 Dr. Webb was a Vice President of Operations at Ivex Packaging Corporation. From 1974 to 1994 he held a series of positions at James River Corp. and Rexam as Vice President of Manufacturing, Vice President General Manager, and Technical Management jobs.
ITEM 2.
ITEM 2. PROPERTIES
The Company leases approximately 143,000 square feet of space in three buildings in East Brunswick, New Jersey with leases expiring in 2001 through 2005. The building at 9 Cotters Lane contains the corporate headquarters, the manufacturing plant, laboratory space for research and development activities, shipping, sales office, and certain administrative offices. The building at 15 Cotters Lane contains a distribution warehouse, laminations department and certain administrative offices. The building at 21 Cotters Lane houses the holography department. The Company also has leased facilities in Corona, California, Chicago, Illinois, and Evansville, Indiana, each of which contains a distribution warehouse and sales office. Alubec leases 66,000 and owns 12,000 square feet of manufacturing and warehousing facilities, located in Montreal, Quebec. Management believes that all its facilities are in good condition and are suitable for the purposes for which they are being used.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is traded on the NASDAQ National Market System under the trading symbol "HOLO". The range of the high and low closing bid prices for the Common Stock, as reported on NASDAQ National Market System by quarter is set forth below.
As of March 31, 1998, there were approximately 135 holders of record of the Common Stock.
The Company has never paid dividends on its capital stock. The Company intends to retain earnings to finance future operations and expansion and does not expect to pay any cash dividends within the foreseeable future.
During fiscal 1996, the Company repurchased 172,300 shares of its common stock at prices ranging from $5.125 to $5.875 per share. The total amount expended was $1.0 million.
ITEM 6.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company serves a wide variety of different industries with some areas growing slowly or not at all, and some growing considerably faster than GNP. Also, while the Company as a whole does not show marked cyclical and seasonal trends, certain lines of business do fluctuate seasonally and cyclically.
Alubec, a wholly-owned subsidiary, is a manufacturer of laminated foil paper and direct-metallized paper. Because many of the consumers for hot-stamping foil are also users of metallized and foil papers, management believes that there are many possible areas of synergy. To this end, significant additional capacity was added at Alubec in 1995 to increase the ability to produce direct metallized paper and to provide additional capacity to produce hot-stamping foil.
In May of 1993, the Company acquired 100% of the outstanding shares of Jaeger Graphic Technology, S.A., a distributor of certain types of foils and hot-stamping machinery based in Brussels, Belgium. As a result of the Company's inability to achieve anticipated synergies, the Board of Directors concluded that the best interest of the Company's stockholders were not being served by remaining in Europe. Accordingly, in June 1994, a formal plan was adopted to dispose of JGT. In March 1994, the Company recorded an estimated loss from these discontinued operations based on anticipated operating losses through disposition and losses arising from the liquidation of the JGT business. In December 1995, the Company wrote-off the remaining asset of $318,000 pretax as the likelihood of further recovery was deemed to be minimal. In fiscal 1997, the Company incurred an additional $160,000 in cost after taxes to settle a lawsuit relating to the disposition of JGT.
Inflation has had a minimal effect on the results of the Company.
YEAR TO YEAR COMPARISONS
The following table sets forth for the periods indicated the percentages of net revenues represented by certain items included in the Consolidated Statement of Operations.
FISCAL 1998 COMPARED TO FISCAL 1997
Net Revenues for the year ended March 31, 1998 decreased by $3.0 million, or 7.3% from the $41.0 million recorded in fiscal 1997. The decrease was attributable to a decline of $5.0 million in sales of graphic foils and $1.5 million of laminated foil papers. Offsetting these declines were increases of $2.9 million in revenues attributed to the sale of holographic security and other specialty holographic products and a $.5 million increase in the sales of laminated plastic products.
Specifically, the decline in graphic foils resulted from the continuation of an extremely soft market demand for general graphics stamping and intense price competition for existing business. Overall, the Company experienced a 17% decrease in sales volume in the greeting card business and other major business areas primarily as a result of lost customers in favor of better competitor pricing.
The decline in Alubec (primary laminated foil papers) net revenue of $1.5 million is due to the continued market shift for laminated papers and weaker demand for laminated board in the trading card markets.
The increase in holographic sales continue to reflect increases due to very strong sales of specialty security products. New applications, development of specialty products and equipment purchases continue to strengthen this area.
Net revenue in the fourth quarter fiscal 1998 compared to the previous quarter in fiscal 1997 reflected a decrease in revenues of $.2 million caused by pricing pressures and lower volumes in graphic foils, adversely impacted the fourth quarter of fiscal 1998. Offsetting these decreases where increases in holographic sales of $.3 million and $.3 million in laminated paper products manufactured at Alubec. Revenue reductions attributable to pricing had an adverse affect on profitability for the fourth quarter.
Gross Profits declined to $7.7 million from $7.8 million in the prior year. As a percentage of net revenues, gross profit margins improved to 20.2% in fiscal 1998 from 19.0% in 1997. These improvements were primarily the result of reduced prices of polyester film, offset in part by lower revenue pricing, and overhead cost reduction programs initiated by the Company.
The pricing of raw materials has stabilized with polyester film pricing at levels of approximately 24% below prior year levels. The Company does not anticipate increases in film pricing for fiscal 1999, however, if such increases do materialize, there can be no guarantee that price increases to customers could be timely and sufficient to offset raw material cost increases.
The Company continues to experience quality problems with certain other key raw materials in its domestic operations which reduced production speeds and efficiencies during the year for certain products. Operating efficiencies were improved with shift adjustments for 24-hours continuous running on key coating equipment.
Selling, General, and Administrative Expenses were $7.9 million for both fiscal periods. As a percentage of net revenues, SGA expenses amounted to 20.8% and 19.3%, for fiscal 1998 and 1997. Advertising expenses increased from $0.1 million in 1997 to $0.8 million in 1998. The increased spending was primarily attributable to an aggressive advertising campaign, production of new product charts and the Company's increased participation at trade shows. Cost reductions in several other spending lines accounted for the major portion of the offset to increased advertising related expenses.
Operating Income in fiscal 1998 was a loss of $212,000, compared to a loss of $259,000 in fiscal 1997. The shortfall in sales is the primary reason for the operating losses.
Income Taxes in fiscal 1998 were an expense of $52,000, compared to an income tax benefit of $165,000 in the prior year. Fiscal 1998 reflects tax expense of $7,000 from domestic operations and $45,000 from Canadian operations. The effective tax rate reported for the year is 24.5% which reflects add backs to pre-tax losses for, among the major items, amortization of goodwill and FASB 109 depreciation charges which are not deductible in the calculation for both book and tax return provisions. Fiscal 1998 additionally provides for a $48,000 tax expense on the receipt of a foreign deemed dividend which was not present in fiscal 1997.
FISCAL 1997 COMPARED TO FISCAL 1996
Net Revenues for the year ended March 31, 1997 decreased by $3.0 million, a decrease of 6.8% from the $44.0 million recorded in fiscal 1996. The decrease was attributable to a decline of $2.2 million in the sale of metallic graphics foils, and a decline of $1.5 million in the sale of laminated foil papers. These declines were offset by an increase of $533,000 in holography sales and increases in other specialty foils manufactured by the Company.
The decline in metallic graphics foils resulted from an extremely slow market for general graphics stamping, price competition for existing business, and slow sales in certain segments of the greeting card industry. Price competition in these segments has become far more intense over the past year, with selling prices declining to record low levels. Accordingly the Company has been forced to cut its prices in order to remain competitive in this market and has lost share of market compared to certain low-price competitors. This decline persisted throughout the year, as all quarters showed negative comparisons to the corresponding quarter in the prior year.
The sales decline at Alubec (primary laminated foil papers) was concentrated in the fourth quarter revenues from this operation of $1.5 million were 50% below the levels achieved in the fourth quarter of fiscal 1996. The decline in metallized and laminated papers resulted from a continuing shift away from laminated papers to direct metallized paper and no business for metallized paper for trading cards in the fourth quarter. The Company did not lose this business to a competitor; rather, designs in trading cards changed and demand did not exist. The Company was able to increase its sales of direct metallized papers, but the increase was not sufficient to offset the shortfall.
Holographic sales increased due to very strong sales of specialty security products. In particular, sales of holographic products increased strongly in the fourth quarter as compared to fiscal 1996.
Gross Profits declined to $7.8 million from $8.7 million in the prior year, a decrease of 11%. The major cause of the decline was the decline in revenues. The level of sales achieved was simply not sufficient to fully absorb fixed costs at either one of the Company's operating subsidiaries. The effect of the shortfall in revenues upon gross margins was particularly acute at Alubec in the fourth quarter. TPF, by contrast, was under absorbed throughout the year.
The Company had a mixed experience with raw materials during the year. During the first six months of the year, the price of polyester film, which is the primary raw material in the manufacture of hot stamping and holographic foils, stood at levels substantially higher than those prevailing during prior periods. The price of this material declined sharply during the last six months of the year, and ended the year at levels 30% below those of the first half of the year. This decline improved margins, although much of the decrease was passed through to customers in the form of rebates and lower prices. The price of film appears to have stabilized at current pricing levels. Although the Company does not anticipate increases in the price of film during fiscal 1998, if such increases were to occur, it cannot be guaranteed that the Company would be able to recoup them through increased selling prices.
Selling, General, and Administrative Expenses were $7.9 million, an increase of $100,000, or 1.6% from the $7.8 million recorded in fiscal 1996. The increase was attributable to an increase in legal fees of $134,000 resulting from the settlement of various legal actions, data processing expenses incurred to install bar coding for inventory and job coating control at the Company's foil manufacturing operations, and an increase in the Company's reserve for doubtful accounts of $75,000 due to an increase in overdue accounts receivable, offset by decreases in other expense lines..
Restructuring Charges in fiscal 1997 were $130,000. In August 1996, the Company restructured its production organization at TPF and, as a result, eliminated certain positions and incurred a one-time expense of $130,000 to provide for severance and other separation benefits.
Operating Income in fiscal 1997 was a loss of $259,000, compared to income of $963,000 in fiscal 1996. The shortfall in sales and gross profits was primarily responsible for the decline.
Net Interest Expense was $106,000, compared to expense of $306,000 in the prior year. The decline was attributable to lower outstanding balances on debt, and higher average cash balances. Also, in the fourth quarter of fiscal 1997, the Company recognized interest income of $ 63,816 on tax refunds received.
Income Taxes were a benefit of $165,000, compared to income tax cost of $145,000 in the prior year. The benefit arises primarily from losses sustained in the Company's US operations that can be carried back to offset prior years' tax liabilities. The Canadian operations were profitable, and the Company paid taxes on these profits at the statutory rate.
Loss from Discontinued Operations reflects the cost of settling a lawsuit brought against the Company by Bollore Technologies concerning a supply contract to the Company's discontinued European operations. This operation has now been completely closed.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1998, the Company had working capital of $11.7 million, compared to working capital of $11.6 million at March 31, 1997. The increase is primarily attributable to a reduction in the current portion of long-term debt by $.7 million and accounts payable and accruals of $.8 million, offset by a decrease in cash of $1.1 million.
During fiscal 1998, the Company generated $1.6 million in cash from operating activities compared to $4.7 million in the prior year. The prior year's operating activities generated high volumes of cash as a result of the collection of income tax refunds ($.9 million) and accounts receivable reductions ($1.0 million), which were not repeated in the current year.
The Company had net investments of $.9 million in fiscal 1998 compared to $1.9 million in fiscal 1997. Capital expenditures for fiscal 1998 were $.9 million compared to $1.8 million in the prior year.
The Company previously contemplated a major plant relocation of its TPF facility with a concomitant upgrade to equipment. Relocation plans have been abandoned with the renegotiation of the main plant lease. The upgrade of equipment continues to be a commitment and will require outside funding sources.
During the year, the Company repaid $1.8 million in long-term debt.
The Company has up to $3 million available to it through a revolver to be used for working capital and other general requirements. The facility is secured by the Company's assets and bear interest at a rate of LIBOR (London Interbank Offered Rate) plus 150 basis points. At March 31, 1998, this rate was 6.9%. As of June 19, 1998 there was $.5 million outstanding on the facility, used to finance a major equipment purchase.
The Company's long-term debt is comprised of two loans. The first loan is a term loan made to fund the acquisition of Alubec. It called for fixed quarterly payments of principal of $303,125, had a fixed interest rate of 5.9% and was paid off on March 17, 1998. The second loan is a term loan resulting from loans made under a former capital expenditure facility, which converted to a five year term loan in March of 1995. This loan calls for quarterly payments of principal of $135,000, with a final maturity on March 17, 2000. The interest rate on this loan is LIBOR plus 150 basis points.
The conditions of the Company's banking facilities call for the Company to maintain certain financial ratios regarding debt service coverage and certain amounts of tangible net worth. At March 31, 1998, the Company was not in compliance with a financial ratio; however, the Company obtained a waiver on this covenant as of March 31, 1998. The Bank has not waived the covenants for future potential noncompliance and, therefore, all amounts under this agreement have been classified as current liabilities.
The Company has historically depended upon funds generated from operations and its borrowings to provide both short and long-term liquidity. The Company expects these sources of liquidity to be sufficient to supply its working capital requirements for the foreseeable future.
Many of the Company's systems must be modified due to the computer program limitations in recognizing dates beyond 1999. If not corrected, the systems could fail or cause erroneous results by, at or after January 1, 2000. Substantial changes to, and some replacements of, present systems will be needed to mitigate potential Year 2000 issues. Costs will be expensed as incurred in accordance with Emerging Issues Task Force (EITF) Issue No. 96-14, "Accounting for the Costs Associated with Modifying Computer Software for the Year 2000". The Company is in the process of identifying and implementing solutions for the Company's systems and surveying its top vendors to assess its plans for the Year 2000 readiness. The Company plans to have critical systems for the Year 2000 ready by mid-1999. The modification of systems will be performed by a composite of both Company personnel and external consultants. Management is in the process of determining the total anticipated cost for compliance with Year 2000 issues.
The excess of cost of acquisitions over amounts assigned to identifiable assets and liabilities assumed is being amortized on a straight-line basis over 40 years. The amount of impairment, if any, in Excess of Cost Over Fair Value of Net Assets Acquired ("Goodwill") is measured based on projected future undiscounted cash flows of the operation acquired as compared to the unamortized balance of Goodwill at each balance sheet date. If the results of such comparison indicate that an impairment may be likely, the Company will recognize a charge to operations at that time based upon the difference between the present value of expected cash flows from future operating results (utilizing a discount rate equal to the Company's average cost of funds at the time), and the balance sheet value of goodwill as of such time. The recoverability of Goodwill is at risk to the extent the Company is unable to achieve its forecast assumptions regarding cash flows from operating results. The Company has determined that there is no impairment since future undiscounted cash flows through the period over which such Goodwill is being amortized are expected to be sufficient to absorb the amortization of Goodwill.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Attached hereto and filed as part of this report are the financial statements and supplementary data listed in the list of Financial Statements and Schedules under Item 14 hereof.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
For information concerning executive officers called for by this item, see Part I -- Executive Officers of the Registrant. Other information called for by Item 10 is incorporated by reference from the 1998 Proxy Statement which is to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days of the end of the fiscal year covered by this report.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information called for by Item 11 is incorporated by reference from the 1998 Proxy Statement which is to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days of the end of the fiscal year covered by this report.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information called for by Item 12 is incorporated by reference from the 1998 Proxy Statement which is to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days of the end of the fiscal year covered by this report.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information called for by Item 13 is incorporated by reference from the 1998 Proxy Statement which is to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days of the end of the fiscal year covered by this report.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements, Financial Statement Schedules and Exhibits
(1) Financial Statements
The Following is a list of exhibits filed as part of this annual report on Form 10-K. Where indicated by footnote, exhibits which were previously filed are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated in parenthesis.
EXHIBIT NO. ITEM
3.1 Restated Certificate of Incorporation. (Exhibit 3.1)(1)
3.2 Bylaws. (Exhibit 3.2)(1)
10.1 Stock Purchase and Contribution Agreement, dated as of January 4, 1990, among the Company, TPF and the Stockholders of TPF. (Exhibit 10.1)(1)
10.2 Environmental Indemnification Agreement, dated as of January 4, 1990, among the Company, TPF and the Warranting Sellers. (Exhibit 10.2)(1)
10.3 Escrow Agreement, dated as of January 4, 1990, among the Company, Midlantic National Bank ("Midlantic"), the Warranting Sellers and Harry Parker, not in his individual capacity, but solely as Sellers' Representative. (Exhibit 10.3)(1)
10.4 Employment Agreement, dated as of January 4, 1990, among the Company, TPF and Harry Parker, and Amendment to Employment Agreement dated as of July 31, 1991. (Exhibit 10.4)(1)
10.5 Form of Employment Agreement, dated as of January 4, 1990, among the Company, TPF and certain executive officers and key employees of the Company. (Exhibit 10.5)(1)
10.6 Amended and Restated Consulting Agreement, dated October 1, 1991, among the Company, TPF and Bradford Associates. (Exhibit 10.1)(3)
10.7 Registration Rights Agreement, dated as of January 4, 1990, among the Company, Stockholders of the Company and certain executive officers and key employees of the Company. (Exhibit 10.7)(1)
10.8 Stock Option Agreement, dated as of January 4, 1990, among the Company, Wayne Parker, Charles Yetka and March Woontner. (Exhibit 10.8)(1)
10.9 Stock Option Agreement, dated as of January 4, 1990, among the Company, Wayne Parker, Charles Yetka and Marc Woontner. (Exhibit 10.9)(1)
10.10 Stock Option Agreement, dated as of July 31, 1991, between the Company and Harry Parker. (Exhibit 10.10)(1)
10.11 Stock Option Agreement, dated as of July 31, 1991, between the Company and Robert E. Coghan. (Exhibit 10.11)(1)
10.12 Loan Agreement, dated March 17, 1993, between the Company and First Fidelity Bank N.A., relating to a $4.0 million revolving credit facility and a $4.85 million term acquisition loan. (Exhibit 10.12)(2)
10.13 Lease Agreement, dated December 11, 1989, between Carol Parker and TPF, relating to premises at 9 Cotters Lane, East Brunswick, New Jersey. (Exhibit 10.13)(1)
10.14 Lease Agreement, dated May 22, 1985, between Highveiw Industrial Park and TPF, relating to premises at 15 Cotters Lane, East Brunswick, New Jersey and First Extension to Lease, dated July 1, 1990. (Exhibit 10.14)(1)
10.15 Lease Agreement, dated May 1,1 991, between Highveiw Associates and TPF, relating to premises at 21 Cotters Lane, East Brunswick, New Jersey. (Exhibit 10.15)(1)
10.16 Lease Agreement, dated August 15, 1989, between Highveiw Tices Associated and TPF, relating to premises at 124 Tices Lane, East Brunswick, New Jersey. (Exhibit 10.16)(1)
10.17 Loft Lease, dated September 29, 1988, between Chicago Title and Trust Company, as Trustee, and TPF, relating to premises located in Chicago, Illinois. (Exhibit 10.17)(1)
10.18 Lease Agreement, dated October 1, 1987, between Mill Road Office Building and TPF relating to premises in Evansville, Indiana. (Exhibit 10.18)(1)
10.19 Lease Agreement, dated February 1, 1990, between Olen Properties Corporation and TPF, relating to premises located in Irvine, California. (Exhibit 10.19)(1)
10.20 Lease Agreement, between the Company and JWP Credit Corp., relating to a thermal oxidizer. (Exhibit 10.20)(1)
10.21 Form of Indemnification Agreement, dated July 23, 1991, between the Company and directors and certain executive officers of the Company. (Exhibit 10.21)(1)
10.22 Amalgamation Agreement, dated November 17, 1992, as amended among Alubec, HoloPak and Purchaser. (Exhibit 2.1)(2)
10.23 Acquisition Agreement, dated November 12, 1992, as amended, among Alubec, HoloPak and Purchaser. (Exhibit 2.2)(2)
10.24 Escrow Agreement, dated November 12, 1992, as amended, among HoloPak, Alubec, certain shareholders of Alubec and First Fidelity Bank N.A., New Jersey, as escrow agent. (Exhibit 10.23)(2)
10.25 Indemnity Agreement, dated November 12, 1992, between HoloPak and Leslie M. Sandler. (Exhibit 10.24)(2)
10.26 Warrant Agreement, between HoloPak and First Fidelity Bank N.A., New Jersey, as warrant agent dated March 17, 1993. (Exhibit 4.1)(2)
10.27 Form of Warrant Certificate. (Exhibit 4.2)(2)
10.28 Employment Agreement, dated as of December 13, 1995, among the Company, TPF and J. T. Webb. (4)
10.29 Note and Pledge Agreement between the Company and Robert E. Coghan, dated June 26, 1996. (5)
10.30 Note and Pledge Agreement between the Company and David W. Jaffin, dated September 5, 1996 (6)
10.31 Third Amendment and Supplement to Loan Agreement between the company and First Union National Bank, relating to a $2.0 million Capital Expenditures Facility dated November 1, 1996. (7)
10.32 Change of Control Agreement between the Company and David W. Jaffin, dated November 13, 1996 (7)
10.33 Change of Control Agreement between the Company and Robert E. Coghan, dated November 13, 1996. (7)
10.34 Change of Control Agreement between the Company and J.T. Webb, dated November 13, 1996. (7)
10.35 Employment Agreement with James L. Rooney dated August 16, 1997. (8)
10.36 Revised Employment Agreement with Robert Coghan, dated August 27, 1997. (8)
21* Subsidiaries of the Company.
27* Financial Data Schedule
* Filed herewith
(1) Filed as an Exhibit to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 5, 1991. (Registration No. 33-42049)
(2) Filed as an Exhibit to HoloPak's Annual Report on Form 10-K for the year ended March 31, 1993.
(3) Filed as an Exhibit to HoloPak's Quarterly Report on Form 10-Q for the quarter ended June 30, 1992.
(4) Filed as an Exhibit to HoloPak's Annual Report on Form 10-K for the year ended March 31, 1996.
(5) Filed as an Exhibit to HoloPak's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.
(6) Filed as an Exhibit to HoloPak's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996.
(7) Filed as an Exhibit to HoloPak's Quarterly Report on Form 10-Q for the quarter ended December 31, 1996.
(8) Filed as an Exhibit to Holopak's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997.
(b) There was no Form 8-K report filed.
(c) See (a)(3) above for the list of Exhibits required to be filed by Item 601 or Regulation S-K attached hereto, and are filed as part of the Annual Report on Form 10-K.
(d) Those financial statement schedules required by Regulation S-X which are excluded from Registrant's 1995 Annual Report by Rule 14a-3(b)(1), and which are required to be filed as financial statement schedules to this report, are indicated in the accompanying Index to Financial Statements and Financial Statement Schedules.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HOLOPAK TECHNOLOGIES, INC.
Dated: JUNE 26, 1998
By: /s/ JAMES L. ROONEY ------------------------------- James L. Rooney Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacity and on the dates indicated.
Each person in so signing also makes, constitutes and appoints James L. Rooney, Chief Executive Officer, his true and lawful attorney-in-fact, in his name, place and stead to execute and cause to be filed with the Securities and Exchange Commission any or all amendments to this report.
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of HoloPak Technologies, Inc. East Brunswick, New Jersey
We have audited the accompanying consolidated balance sheets of HoloPak Technologies, Inc. and its subsidiaries as of March 31, 1998 and 1997, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended March 31, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of HoloPak Technologies, Inc. and its subsidiaries as of March 31, 1998 and 1997, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 1998 in conformity with generally accepted accounting principles.
Deloitte & Touche LLP Parsippany, New Jersey June 26, 1998
HOLOPAK TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
See notes to consolidated financial statements.
HOLOPAK TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
See notes to consolidated financial statements.
See notes to consolidated financial statements.
F- 4
HOLOPAK TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
See notes to consolidated financial statements.
F - 5
HOLOPAK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996
1. ORGANIZATION
HoloPak Technologies, Inc., and Subsidiaries (the "Company") was organized in 1989 to acquire Transfer Print Foils, Inc. ("TPF" or the "Predecessor"). The Company is a manufacturer and distributor of hot stamp foils and holograms. The Company is also a manufacturer of metallized paper through its wholly-owned subsidiary Alubec Industries Inc. ("Alubec").
2. ACQUISITIONS
On March 17, 1993, the Company purchased all of the outstanding shares of Alubec of Montreal, Quebec, a publicly traded company on the Montreal Stock Exchange, for $5.2 million cash and 223,000 common shares of the Company. The cash portion of the acquisition was financed by the issuance of $4.85 million of long-term bank debt (see Note 7), and excess funds remaining from the Company's initial public offering. The value of the 223,000 common shares issued was $2,007,000 which was added to common stock and paid in capital, less the costs of issuance.
On May 3, 1993, the Company acquired 100% of the outstanding shares of Jaeger Graphic Technology, S.A. ("JGT"). In June 1994, the Company announced that it would dispose of JGT through either sale or liquidation. The liquidation was substantially complete as of March 31, 1996 (see Note 17). In fiscal 1997, the Company incurred a cost of $160,000 after taxes to settle a lawsuit with Bollore Technologies relating to the disposition of JGT.
3. SIGNIFICANT ACCOUNTING POLICIES
Basis of Consolidation -- The consolidated financial statements include the accounts of HoloPak and its wholly-owned subsidiaries. All material intercompany transactions and balances have been eliminated.
Cash Equivalents -- All highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents.
Inventories -- Inventories are stated at the lower of cost, determined on a first-in, first-out basis, or market.
Property and Equipment -- Property and equipment are stated at cost. Depreciation is computed using principally the straight-line method based on the estimated useful lives which range from four to twenty years.
Excess of Cost Over Fair Value of Net Assets Acquired -- The excess of cost of acquisitions over amounts assigned to identifiable assets and liabilities assumed is being amortized on a straight-line basis over 40 years. The amount of impairment, if any, in Excess of Cost Over Fair Value of Net Assets Acquired ("Goodwill") is measured based on projected future undiscounted cash flows of the operation acquired as compared to the unamortized balance of Goodwill at each balance sheet date. If the results of such comparison indicate that an impairment may be likely, the Company will recognize a charge to operations at that time based upon the difference between the present value of expected cash flows from future operating results (utilizing a discount rate equal to the Company's average cost of funds at the time), and the balance sheet value of goodwill as of such time. The recoverability of Goodwill is at risk to extent the Company is unable to achieve its forecast assumptions regarding cash flows from operating results. The Company has determined that there is no impairment since future undiscounted cash flows through the period over which such Goodwill is being amortized are expected to be sufficient to absorb the amortization of Goodwill.
Foreign Currency Translation -- In accordance with the Financial Accounting Standards Board's Statement No. 52, balance sheet accounts of the Company's foreign subsidiary are translated into U.S. dollars at the rate of exchange in effect on the balance sheet date; income and expenses are translated at the average rates of exchange prevailing during the year. The related translation adjustments are shown as a separate component of stockholders' equity. Gains and losses resulting from foreign currency transactions are included in determining net income.
Revenue Recognition -- The Company recognizes revenue when goods are shipped to the customer. In the case of goods on consignment, revenue is recognized as goods are consumed by the customer.
Income Taxes -- Deferred income taxes result from temporary differences between the financial statements and tax basis of the assets and liabilities, primarily property and equipment.
Earnings per Common Share -- During fiscal 1998, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share". This standard revises the methodology for computing earnings per common share and requires the reporting of two earnings per share figures: basic earnings per share and diluted earnings per share. Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding. Diluted earnings per share reflects the potential dilution that could occur upon the exercise of common stock equivalents. This standard also requires previously presented earnings per share amounts to be restated to conform with the provisions of SFAS 128. Common share equivalents are excluded from the computation if their effect is anti-dilutive. This new standard did not have a material effect on prior year amounts disclosed herein.
Impairment of Long-Lived Assets -- The Company reviews long-lived assets and certain identifiable intangibles to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Estimates -- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recent Pronouncements -- In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information". Both standards are effective for the Company beginning in fiscal 1999. SFAS No. 130 will require the Company to add the reporting of Comprehensive Income to its financial statements. The Company is currently evaluating the impact of SFAS No. 131 on its current disclosures.
Reclassifications -- Certain reclassifications have been made to prior years' financial statements to conform to the current year presentation.
4. INVENTORIES
Inventories consist of the following:
5. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consist of the following:
7. BANK BORROWINGS AND LONG-TERM DEBT
The Company has available through August 1998, a secured revolving line of credit in the amount of $3,000,000 to be used for general corporate purposes. The Company had remaining availability under this general facility of $3,000,000 at March 31, 1998 and 1997, respectively. It is the Company's intention to renew this facility at the appropriate time. In addition, the Company has a five year term loan. This loan requires equal quarterly payments of $135,000, which began on June 17, 1995, with a final maturity of March 17, 2000. Outstanding borrowings on this capital expenditures loan at March 31, 1998 and 1997 were $1,080,000 and $1,620,000 respectively. Both facilities bear interest at the three month London Interbank Offered Rate ("LIBOR") plus 150 basis points. The interest rates in effect at March 31, 1998 and 1997 were 6.9% and 6.4%, respectively.
On March 17, 1993, the Company acquired all of the outstanding stock of Alubec and borrowed $4,850,000 in term debt to partially finance the acquisition. The term debt was payable in equal quarterly installments of $303,125 and bore interest at 5.9%. During 1998 this loan was paid in full. The balance outstanding on this term loan at March 31, 1997 was $1,212,500.
The conditions of the Company's bank borrowings and long-term debt call for the Company to maintain certain financial ratios regarding debt service coverage and certain amounts of tangible net worth. At March 31, 1998, the Company was not in compliance with a financial ratio; however, the Company obtained a waiver on this covenant as of March 31, 1998. The bank has not waived the covenants for future potential noncompliance and, therefore, all amounts under this agreement have been classified as current liabilities.
8. INCOME TAXES
The domestic and foreign components of (loss) income from continuing operations before income taxes are as follows:
The components of the provision (benefit) for taxes on (loss) income from continuing operations are as follows:
The income tax provision (benefit) differs from amounts computed by applying the Federal income tax at the statutory rates to income taxes. The reason for these differences are as follows:
Deferred income taxes as recorded in the accompanying consolidated balance sheets were comprised of the following:
The Company has approximately $1.9 million of state carry forward net operating losses of which $0.2 million, $1.4 million and $0.3 million will expire as of March 31, 2002, 2003 and 2004, respectively.
At March 31, 1995, the Company recorded a benefit to be realized of $848,000, pending the final dissolution and liquidation of JGT. At March 31, 1996, this liquidation was substantially complete. Accordingly, the benefit was recorded as prepaid income taxes and subsequently realized in fiscal 1997.
On November 2, 1995, the Company received $2.7 million in Federal income tax refunds and interest. These refunds resulted from deductions included in amended corporate income tax returns for the period preceding the acquisition. As a result, the Excess of Cost over Fair Value of Net Assets Acquired was reduced by approximately $2.0 million after taxes, fees and related expenses.
9. COMMITMENTS AND CONTINGENCIES
a. Rent expense for the years ended March 31, 1998, 1997 and 1996 was $995,000, $1,067,000, and $1,061,000 respectively. Approximately $535,000, $523,000, and $488,000, for the above respective periods, was paid to an officer at Alubec and to the spouse of the former CEO of the Company under a lease agreement renewed in April 1998 and expiring in 2005, with a purchase option, for manufacturing and office space.
Minimum annual rental commitments under noncancelable operating leases, in total and to affiliates, are as follows:
b. The Company is party to employment agreements with several key executives. As a result of the above agreements, the aggregate annual commitment for future salaries at March 31, 1998 is approximately $486,000.
c. The Company is currently involved in two environmental cleanup proceedings as a result of waste delivered to large landfills. One matter involves the cleanup of a New Jersey landfill (the "New Jersey Cleanup"). The New Jersey Cleanup has been divided into two parts. In the first part, the Company was joined in a federal action with numerous other parties as the alleged successor-in-interest to another company whose assets were purchased by the Company and whose waste was allegedly disposed of at the landfill. The first part was settled at no cost to the Company because the $132,000 portion of the total settlement that was allocable to the Company's alleged predecessor was paid by such predecessor's insurance coverage. In the second part of the New Jersey Cleanup, the United States Environmental Protection Agency (the "EPA") has requested over 300 potentially responsible parties ("PRPs") to offer a proposal for ground water remediation. The EPA has estimated the costs of such remediation at $10 million to $12 million. There can be no assurance that the alleged predecessor's insurance coverage that was available for the first part of the New Jersey Cleanup will be available for the second part. Although each PRP is jointly and severally liable for all such cleanup costs, the Company does not anticipate that the final outcome of this second part of the New Jersey Cleanup will have a material adverse effect on the Company.
In the other pending proceeding, the Pennsylvania Department of Environmental Resources (the "PADER") has notified over 1,000 parties, including the Company, that they may be liable as PRP's for cleanup of a Pennsylvania landfill that has soil and ground water contamination (the "Pennsylvania Cleanup"). The Company believes that any waste it allegedly disposed of at the landfill would represent less than 1% of the total waste disposed of at the site by the over 1,000 parties alleged to have disposed of waste at the landfill. In February 1997, the Company entered into a Buyout agreement with PADER in which the Company paid approximately $39,000 in order to settle its obligations in this matter. The Company was paid a claim under the terms of the Environmental Indemnification Agreement described in the last paragraph of this section for the costs associated with this matter.
The Buyout Agreement with PADER contains a re-opener provision in the event the cost of the remedial plan approved by PADER exceeds $30 million. The PADER has not estimated the total cleanup costs of the landfill. As with the New Jersey Cleanup, the Company does not anticipate the final outcome of the Pennsylvania Cleanup will have a material adverse effect on the Company, even though the Company and every other PRP in the Pennsylvania Cleanup may be jointly and severally liable for all cleanup costs.
In addition, the Company received test results showing ground water contamination surrounding its facilities in East Brunswick, New Jersey. The Company believes that it cannot make an accurate assessment at this time of the total cleanup costs because additional testing and consultation with various regulatory agencies is still required. The Company does believe, however, that the soil remediation and the ground water contamination cleanup costs, in the aggregate, will not exceed the remaining amount available to the Company under the Environmental Indemnification Agreement described in the last paragraph of this section. The Company has made a claim under the Environmental Indemnification Agreement for the costs associated with this matter.
Due to the broad scope of existing environmental cleanup laws, it is possible that the Company may be joined or named as a PRP in other cleanup proceedings, not only with respect to waste that the Company disposed of, but also with respect to the waste disposed of by businesses acquired by the Company. There can be no assurance that any such subsequent proceedings would not have a material adverse effect upon the Company. The Company does not maintain environmental impairment insurance coverage in respect of such liability.
For the fiscal years ended March 31, 1998, 1997 and 1996, the Company made net expenditures of $57,000, $138,000, and $267,000, respectively, on environmental matters. These amounts are net of reimbursement on claims of $116,000, $39,000, and $212,000, respectively, under the Environmental Indemnification Agreement.
Under an Environmental Indemnification Agreement between the Company and certain stockholders of the Predecessor, the Company is indemnified for certain environmental liabilities for claims made relating to conditions existing prior to January 4, 1993. The maximum indemnity under such Agreement is $950,000 plus the greater of the value of the shares of Common Stock owned by the former CEO, as determined when a claim or claims are paid, or $4 million. As of March 31, 1998, the Company has been reimbursed under the Agreement for claims totaling approximately $1,061,000, including insurance claim recoveries.
d. As part of the acquisition of Alubec (see Note 2), the Company acquired contingent liabilities on certain lease agreements pertaining to certain discontinued operations of Alubec. As part of the Alubec acquisition, the former primary shareholder of Alubec, agreed to indemnify the Company against any losses arising from these claims. The Company is contingently liable for a lease payment of $26,000 due in fiscal 1999.
e. As a result of the discontinuance of the operations of JGT, on October 13, 1995, Bollore Technologies S.A. filed suit in the Commercial Court of Paris against JGT and the Company. This suit was settled at an after-tax cost of $160,000 in August 1996.
10. MAJOR CUSTOMERS
Net sales to two major customers amounted to $4,201,000 (11.1%) and $3,853,000 (10.2%) for fiscal year ended March 31, 1998, and to one major customer amounted to $5,986,000 (14.6%) and $5,419,000 (12.3%) for fiscal years ended March 31, 1997 and 1996, respectively.
11. PROFIT-SHARING PLAN
The Company has a defined contribution profit-sharing plan which provides benefits to employees who have reached 21 years of age and completed one year of service. Employees are fully vested after five years. Contributions are made to the Profit Sharing Plan at the discretion of the Company's Board of Directors. Contribution expense was $50,000 for each of the years ended March 31, 1998, 1997 and 1996.
12. RESTRUCTURING CHARGE
In August 1996, the Company restructured its production organization at TPF and, as a result, eliminated certain positions and incurred a one-time charge of $130,000 to provide for severance and other separation benefits. The full amount of these benefits were paid during fiscal 1997.
13. STOCK OPTIONS
The Company granted three key employees two forms of stock options to purchase up to 301,812 shares of Common Stock at a price of $3.55 per share. The first form of stock options, which are options to purchase 150,906 shares of Common Stock, become exercisable in 2011, but may become exercisable earlier upon the satisfaction of certain conditions relating to the Company's initial stockholders, other than the former CEO, receiving a total of $7.5 million from sales of their shares. The second form of stock options, which are options to purchase 150,906 shares of Common Stock, also become exercisable in 2011, but may become exercisable earlier if the foregoing $7.5 million target from the sale of shares of Common Stock is achieved by the Company's initial stockholders other than the former CEO.
The Company also entered into Stock Option Agreements with the President and the former CEO on July 31, 1991 (the "1991 Options"). Under the 1991 Options, the President and the former CEO have the right to acquire 151,522 shares and 50,608 shares, respectively, of Common Stock at an exercise price of $16.00 per share. The 1991 Options become exercisable on July 31, 2011. The 1991 Options granted to the President would be canceled if his employment was terminated prior to the exercise of such options, but the 1991 Options granted to the former CEO do not have any employment related restrictions.
The following table summarizes stock option activity not covered under the Plan defined below:
At the Annual Meeting of Stockholders on September 17, 1993, the Stockholders approved the adoption of a non-Qualified Stock Option Plan (the "Plan"). Under the terms of the Plan, 150,000 shares of the Company's Common Stock shall be reserved for issuance or transfer to officers, directors, and other employees of the Company, subject to proposal by the Compensation Committee. All options granted pursuant to the Plan expire ten years from the date of grant. In March 1998, the Board of Directors authorized an increase in the number of shares reserved for issuance under the Plan to 300,000.
Each non-employee director is entitled to receive options for 2,000 shares annually under the terms of the Plan.
In September 1997, 100,000 options were issued to the CEO at an exercise price of $3.25 per share. Of the options issued, 33,334 became exercisable during fiscal 1998, while the remainder become exercisable during fiscal 1999.
The following table summarizes stock option activity under the Plan:
For options outstanding and exercisable at March 31, 1998, the exercise price ranges and average remaining lives were:
The Company accounts for its stock options under the provisions of Accounting Principles Board Opinion No. 25. However, the Company discloses pro forma net income and earnings per share as if it had elected to expense the value of such options under alternative accounting treatment. Based on Black-Scholes values, pro forma net (loss) income for 1998, 1997 and 1996 would be ($339,714), ($430,922) and $299,128, respectively; the pro forma basic and diluted (loss) earnings per share for fiscal 1998, 1997 and 1996 would be ($0.10), ($0.13) and $0.09, respectively.
The weighted-average Black-Scholes value per option granted in 1998, 1997 and 1996 was $0.97, $1.11 and $1.81, respectively. The following weighted-average assumptions were used in the Black-Scholes option pricing model for options granted in 1998, 1997 and 1996:
14. RELATED PARTY TRANSACTIONS
Included in other current assets are amounts due from a former CEO and stockholder at March 31, 1998 and 1997. The amounts due represent escrowed funds in the amount of approximately $18,000 and $21,000, respectively, which are due from certain stockholders pursuant to which such stockholders will fund certain environmental cleanup costs, (See Note 9).
The Company entered into an agreement with Bradford Associates ("Bradford"), an affiliate of the two largest stockholders of the Company, under which Bradford will provide various financial consulting services until January 2000, when the agreement will be automatically renewed unless terminated by either party. The Company expects to use the services of Bradford in the future for any major transactions, such as loans and acquisitions. The Company is obligated to pay Bradford a monthly fee of $16,667 under the agreement, plus reasonable out-of-pocket expenses. Consulting expenses under this agreement were $200,000 for each of the years ended March 31, 1998, 1997 and 1996.
The Company's purchases from affiliates of Bradford were approximately $74,000, $150,000 and $92,000, for the years ended March 31, 1998, 1997 and 1996, respectively. The Company's sales to affiliates of Bradford were $320,000, $380,000 and $141,000 for the years ended March 31, 1998, 1997 and 1996, respectively.
The Company additionally utilized the services of the son-in-law of its former President for the purpose of performing various repairs and improvements to Company machinery and incurred obligations in the amount of $56,475 and $98,184 for the fiscal years ended Mach 31, 1998 and 1997, respectively.
Accounts receivable at March 31, 1998 and 1997 included balances due from affiliates of Bradford of approximately $32,000 and $35,000, respectively. Accounts payable at March 31, 1997 includes balances due to affiliates of Bradford of approximately $8,000.
During the years ending March 31, 1998, 1997 and 1996, the Company (was reimbursed) loaned ($26,759), $81,539 and $20,000, respectively, (by) to officers and employees of the Company. The loans bear interest at 5%. Principal and related accrued interest is to be repaid in five years.
The Company is obligated under a real estate lease with a former CEO and shareholder. (See Note 9.)
15. RESEARCH AND DEVELOPMENT
The Company expensed research and development costs associated with the development of new products and processes in the amounts of approximately $370,000, $416,000, and $532,000 for the years ended March 31, 1998, 1997 and 1996, respectively.
16. OPERATION IN GEOGRAPHIC AREAS
The Company operates in the foil industry in North America. Sales and transfers between geographic areas are generally priced to recover cost. A summary of the Company's operations by geographical area for the years ended March 31, 1998, 1997 and 1996 is presented below.
17. DISCONTINUED OPERATIONS
In May 1993, the Company acquired 100% of the outstanding shares of Jaeger Graphic Technology SA ("JGT") and the operations of a related entity. JGT was a distributor of certain types of foils and hot-stamping machinery based in Brussels, Belgium. As a result of the Company's inability to achieve anticipated synergies, the Board of Directors of HoloPak concluded that the best interests of its shareholders were not being served by remaining in Europe. Accordingly, in June 1994, a formal plan was adopted to dispose of JGT. As a result, JGT was never integrated into the Company's operations, and was accounted for as a discontinued operation.
In December 1995, the Company wrote off $318,000 of remaining assets from the JGT disposition ($191,000 net of tax benefits). HoloPak hired professional liquidators to liquidate the operations and assets of each of the JGT subsidiaries. Based upon the analysis of these liquidators, and their assessment of asset recoverability, the Company wrote off the remaining asset.
As a result of the discontinuance of the operations of JGT, on October 13, 1995, Bollore Technologies S.A. filed suit in the Commercial Court of Paris against JGT and the Company. The suit claimed noncompliance by the Company and JGT with a supply agreement and sought damages in the amount of approximately 5.76 million French francs (approximately $1.3 million as of March 31, 1996). In August 1996 the Company settled this claim at the cost of $160,000, net of income tax benefit.
18. AVERAGE COMMON SHARES AND COMMON SHARE EQUIVALENTS OUTSTANDING
19. SUPPLEMENTAL CASH FLOW INFORMATION
20. GOVERNMENT GRANT
In August 1995, the Company received $300,000 Canadian ($220,000 U.S.) from Hydro Quebec for the installation of new metallizing equipment in Quebec. The grant has been accounted for as a reduction in the bases of the assets, which are being depreciated over a ten year life.
21. TREASURY STOCK
During the quarter ended December 31, 1995, the Company repurchased 172,300 shares of its common stock at prices ranging between $5.125 to $5.875 per share for a total repurchase of $1,006,860. In December 1995, the Company sold 2,000 shares of treasury stock to an officer of the Company for $5.00 per share.
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of HoloPak Technologies, Inc. East Brunswick, New Jersey
We have audited the consolidated balance sheets of HoloPak Technologies, Inc. and its subsidiaries as of March 31, 1998 and 1997, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended March 31, 1998, and have issued our report thereon dated June 26, 1998. Our audits also include the financial statement schedule of HoloPak Technologies, Inc. and its subsidiaries, listed in the index at item 14(a)(2). This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
Deloitte & Touche LLP Parsippany, New Jersey June 26, 1998
S-1 HOLOPAK TECHNOLOGIES, INC. AND SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(a) Represents the effect of translating balance sheets of foreign subsidiary to U. S. dollars.
S-2