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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
----- SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 26, 1996
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 0-5485
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ENVIRODYNE INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 95-2677354
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
701 Harger Road, Suite 190, Oak Brook, Illinois 60521
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (630) 571-8800
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
Warrants to Purchase Common Stock
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
-----
As of March 19, 1997, the aggregate market value of the voting
stock held by non-affiliates of the registrant was $46,589,620.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by
a court. Yes X No
----- -----
As of March 19, 1997, there were 14,552,233 shares outstanding of
the registrant's Common Stock, $.01 par value.
DOCUMENTS INCORPORATED BY REFERENCE:
The information required by Part III is incorporated by reference
from the registrant's definitive proxy statement to be filed with the
Commission pursuant to Regulation 14A not later than 120 days after the
end of the fiscal year covered by this report.
PART I
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ITEM 1. BUSINESS
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(a) General development of business:
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General
Envirodyne Industries, Inc. is a Delaware corporation organized in 1970.
As used herein, the "Company" means Envirodyne Industries, Inc. and its
subsidiaries. The Company, through Viskase Corporation (Viskase), is the
leading producer of cellulosic casings used in preparing and packaging
processed meat products and is a major producer of heat shrinkable
plastic bags and specialty films for packaging and preserving fresh and
processed meat products, poultry and cheeses. The Company is also a
leading domestic and international manufacturer of plasticized polyvinyl
chloride (PVC) films, primarily for use in packaging food items. Through
Sandusky Plastics, Inc. (Sandusky), the Company is a producer of
thermoformed vending and promotional cups, plastic containers used in
the packaging of cultured dairy and delicatessen products, and of
horticultural trays and inserts. Finally, through Clear Shield National,
Inc. (Clear Shield), the Company is a major domestic producer of
disposable plastic cutlery, drinking straws, custom dining kits and
related products. The market positions of the Company's subsidiaries set
forth in this Form 10-K represent management's belief based upon
internally generated information. No independent marketing information
has been used to confirm the stated market position.
(b) Financial information about industry segments:
---------------------------------------------
Reference is made to Part IV, Item 14, Note 21 of Notes to Consolidated
Financial Statements.
(c) Narrative description of business:
---------------------------------
The Company's operations include food packaging products (Viskase and
Sandusky) and disposable foodservice supplies (Clear Shield).
VISKASE
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General
Viskase developed the basic process for producing cellulosic casings and
began commercial production in 1925. Since that time, management
believes that Viskase has been the leading worldwide producer of
cellulosic casings. In 1964 Viskase entered the specialty films
business. Since then, it has continued to introduce new specialty film
products to customers in the fresh and processed meat, poultry and
cheese industries. Viskase also manufactures and sells PVC plastic film
for wrapping fresh meats, poultry and other products.
Cellulosic Casings
Cellulosic casing products are used in the production of processed meat
and poultry products, such as hot dogs, salami and bologna. To
manufacture these products, meat is stuffed into the casings prior to
smoking and cooking. The casings, which are non-edible, serve to hold
the shape of the product during these processes. For certain products,
such as hot dogs, the casings are removed and discarded prior to retail
sale. Casings made of regenerated cellulose were developed by Viskase to
replace casings made of animal intestines. Cellulosic casings generally
afford greater uniformity, lower cost and greater reliability of supply.
The production of regenerated cellulose casings generally involves three
principal steps: production of a viscose slurry from wood pulp,
extrusion of a continuous tube during the regeneration process, and
"shirring" of the final product. Shirring is a process of folding or
compressing the casing in tubular form for subsequent use in high-speed
stuffing machines. The production of regenerated cellulose involves a
complex and continuous series of chemical and manufacturing processes,
and Viskase believes that its facilities and expertise in the manufac-
turing of extruded cellulose are important factors in maintaining its
product quality and operating efficiencies.
Viskase's product line includes both NOJAX (R) cellulosic casings for
small sausage products such as hot dogs and paper-reinforced cellulosic
casings for large sausages, salami, hams and other processed meat
products. Reinforced cellulosic casings are known in the meat industry
as fibrous casings.
Specialty Film Products
Since developing a technology for the extrusion of bioriented plastic
films in 1964, Viskase has continued to expand its product line of heat
shrinkable bags made from its specialty films. These shrinkable bags
are sold under the brand name PERFLEX (R). Viskase's shrinkable plastic
bags are used by major poultry, fresh and processed meat and cheese
producers to package and preserve their products during wholesale and
retail distribution. Viskase also manufactures a thin gauge film used in
wrapping applications at poultry processing plants under the brand name
TRAY-LOC (R).
Viskase produces single layer and multilayer heat shrinkable plastic
bags. Single layer film bags are used primarily to protect fresh and
frozen whole turkeys and chickens from moisture loss and handling
damage. Multilayer film bags, referred to in the food industry as
"barrier bags," are made of layers of coextruded films, each of which
contributes a special property. For example, individual layers can
provide mechanical strength or can reduce the transmission of moisture,
oxygen or ultraviolet light and can protect bagged products, such as
fresh meats, from weight loss and spoilage.
As part of its service orientation, Viskase also provides graphic art
and design services to its customers. Viskase's ability to print on the
bags and films directly with designs, illustrations and text in up to
eight colors further enhances the appeal of its customers' products.
PVC and Other Film Products
Viskase manufactures PVC stretch and single layer shrink films under the
Filmco (R) brand name, used for wrapping grocery products and for
packaging foods. In Europe, Viskase also converts oriented polypropylene
films for use in packaging bakery goods.
International Operations
Viskase has seven manufacturing facilities located outside the
continental United States, in Beauvais, France; Thaon, France; Lindsay,
Ontario, Canada; Sedgefield, England (Great Britain); Swansea, Wales
(Great Britain); Guarulhos, Brazil and Nuevo Laredo, Mexico.
The aggregate of domestic exports and net sales of foreign operations
represents approximately 58% of Viskase's total net sales.
International sales and operations may be subject to various risks
including, but not limited to, possible unfavorable exchange rate fluc-
tuations, political instability, governmental regulations (including
import and export controls), restrictions on currency repatriation,
embargoes, labor relations laws and the possibility of governmental
expropriation. Viskase's foreign operations generally are subject to
taxes on the repatriation of funds.
International operations in certain parts of the world may be subject to
international balance of payments difficulties that may raise the possi-
bility of delay or loss in the collection of accounts receivable from
sales to customers in those countries. Viskase believes its allowance
for doubtful accounts makes adequate provision for the collectibility of
receivables. Management believes that growth potential exists for many
of Viskase's products outside the United States and that Viskase is well
positioned to participate in these markets.
Sales and Distribution
Viskase has a broad base of customers, with no single customer
accounting for more than 5% of sales. Viskase sells its products in
virtually every country in the world. In the United States, Viskase has
a staff of technical sales teams responsible for sales to fresh meat,
processed meat and poultry producers. Approximately 50 distributors
market Viskase products to customers in Europe, Africa, Asia, and Latin
America. Its products are marketed through its own subsidiaries in the
United Kingdom, Germany, France, Italy, Russia, Brazil, Mexico,
Argentina and a joint venture in Australia.
In the United States, Viskase sells its PVC film products primarily to
the retail grocery industry through packaging material distributors,
food wholesalers and a direct sales force. Additionally the sales
organization is supported by a technical service group. The United
Kingdom operation sells directly and through distributors, primarily to
the retail grocery and foodservice industries in Europe.
In the United States, Viskase operates casings service centers in
Atlanta, Georgia, and Bensalem, Pennsylvania, as well as service centers
within the Chicago, Illinois, and Pauls Valley, Oklahoma, plants. In
Latin America, Viskase operates service centers in Nuevo Laredo, Mexico,
and within the Guarulhos, Brazil, plant. In Europe, Viskase operates
casings service centers in Milan, Italy, Pulheim, Germany, and Moscow,
Russia. Viskase also operates a service center through a joint venture
in Brisbane, Australia. These service centers provide finishing,
inventory and delivery services to Viskase customers.
Competition
Viskase is the world's leading producer of cellulosic casings and is a
major producer of films. Viskase seeks to maintain a competitive advan-
tage by introducing new products having superior performance character-
istics over competitive products, by responding quickly to customer
product requirements, by providing customers with assistance in
production or formulation problems, by producing niche products to fill
particular individual customer requirements, by providing technical
support services to its customers and by manufacturing products having
outstanding quality and performance. From time to time, Viskase
experiences reduced market share or reduced profits due to price
competition.
Viskase's principal competitors in cellulosic casings are Devro-Teepak,
Inc., located in Scotland with plants in the United States and Belgium,
and Viscofan, S.A., located in Spain and Brazil. A new competitor,
Alphacel, located in Spain, is expected to begin operations in 1997.
Some of the other important competitors in the cellulosic casings
industry are Kalle Nalo GmbH, a wholly owned subsidiary of Hoechst AG,
located in Germany; Wolff Walsrode AG, a wholly owned subsidiary of
Bayer AG, located in Germany; Oy Visko AB located in Finland; and
Celanese Mexicana located in Mexico.
In the specialty films area, the largest producer of heat shrinkable
bags is the Cryovac Division of W.R. Grace & Company. Cryovac developed
heat shrinkable films and a vacuumizing process for applying them in the
early 1960's. Cryovac sells bags on a worldwide basis to all segments of
the food industry, including meat and poultry producers. American
National Can Company, a subsidiary of Pechiney, is another competitor in
the specialty films area. Management believes that Viskase is in the
number two position in the world behind Cryovac in the sale of heat
shrinkable bags.
In the PVC films area, major competitors in the United States and Europe
include AEP-Borden, Inc.; Huntsman Film Products Corporation; Anchor
Plastics and Linpac.
Viskase's primary competitors include several major corporations, some
of which are larger and better capitalized than Viskase.
Research and Development; Customer Support
Viskase's continuing emphasis on research and development is central to
its ability to maintain industry leadership. In particular, Viskase
focuses on the development of new products that increase customers'
operating efficiencies, reduce their operating costs and expand their
markets. Viskase's projects include development of new processes and
products to improve its manufacturing efficiencies. Viskase's research
scientists, engineers and technicians are engaged in continuing product
and equipment development and also provide direct technical and
educational support to its customers.
Viskase founded its Food Science and Quality Institute (Institute) in
1941 to assist the meat and poultry industry in the development of new
food items and more efficient production and packaging methods using
Viskase products. The Institute's staff works closely with Viskase's
sales and marketing professionals providing responsible, high-quality
technical service to, and support of, Viskase customers. The Institute
is able to reproduce customers' products and processes in order to help
customers to solve their problems and to experiment with new foods and
production techniques. The Institute conducts Meat Science Seminars that
are attended by Viskase customers and production, research and quality
assurance personnel, as well as food scientists from leading academic
institutions.
Seasonality
Historically, domestic sales and profits of Viskase have been seasonal
in nature, increasing in the spring and summer months and again near the
year-end holiday season. There has been a marked change in Viskase's
demand pattern due to the increase in international and export sales.
Viskase's sales are expected to be less seasonal in the future. Sales of
specialty films to the fresh meat industry and sales outside of the
United States follow a relatively stable pattern throughout the year.
Sales of PVC films experience only minor seasonality with sales
generally increasing during the second and third quarters.
Raw Materials
Raw materials used by Viskase include cellulose (from wood pulp),
fibrous paper, petroleum based resins, plasticizers and various other
chemicals. Viskase generally purchases its raw materials from a single
or small number of suppliers with whom it maintains good relations.
Certain primary and alternative sources of supply are located outside
the United States. Viskase believes, but there can be no assurance, that
adequate alternative sources of supply currently exist for all of
Viskase's raw materials or raw material substitutes that Viskase could
modify its processes to utilize.
SANDUSKY
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Sandusky is a producer of thermoformed vending and promotional cups,
plastic containers used in the packaging of cultured dairy and
delicatessen products, and of horticultural trays and inserts. Sandusky
sells a majority of its products to dairy product manufacturers for
packaging items such as yogurt and cottage cheese and to supermarkets
for in-store packaging of take-home foods. The containers are normally
custom printed in various colors with product identification, company
names, logos, nutritional information and universal product codes in
accordance with the customers' requirements.
Sandusky sells directly to its dairy and non-food customers through its
sales and marketing group. Delicatessen containers and horticultural
products are sold both directly and through commissioned brokers.
Sandusky markets its products primarily in the northeastern, southern
and midwestern regions of the United States. Plastic container sales are
somewhat seasonal in nature, with slightly higher delicatessen container
sales in late spring and summer and higher dairy sales in the fourth
quarter.
All of Sandusky's thermoformed products are produced at its Sandusky,
Ohio plant. Thermoforming is a process by which plastic resin pellets
are melted and extruded into sheet stock, which is then heated and
formed into finished containers, lids and trays. The principal raw
material used by Sandusky is prime high impact polystyrene, which
currently is available from several domestic sources.
The dairy and delicatessen containers industry is highly fragmented.
Sandusky competes in the manufacture and sale of dairy and delicatessen
containers with several domestic manufacturers of thermoformed and
injection molded plastic containers. Major competitive factors in the
dairy and delicatessen container business are price, quality and
customer service. Major competitive factors in the specialized
thermoformed container business are price and technical and customer
service capabilities.
In January 1997, Sandusky made a decision to withdraw from the
manufacture and sale of injection molded products. Production at the
Sandusky injection molding facility is scheduled to cease in April 1997.
Most of the production equipment will be transferred to the Clear Shield
operations.
CLEAR SHIELD
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Clear Shield, headquartered in Wheeling, Illinois, is a major domestic
producer of disposable plastic cutlery, drinking straws, custom dining
kits and related foodservice products. Clear Shield is one of the
largest producers of plastic cutlery and drinking straws in the United
States. These products are sold primarily to institutional users,
principally consisting of major quick serve restaurant chains, schools,
and hospitals, and also to consumers through retail outlets. Sales are
made under registered trade names including CLEAR SHIELD (R) and
CARNIVAL (R). Institutional customers include such leading quick serve
restaurant chains as McDonald's Corporation, Burger King Corporation,
Taco Bell, Hardee's, KFC Restaurants and Pizza Hut. In addition, retail
customers include Wal-Mart Stores, Inc.; The Kroger Co. and other major
retail companies.
Clear Shield's products are manufactured at plants in Wheeling,
Illinois; Leominster, Massachusetts; and Shreveport, Louisiana. The
company has announced plans to build a new plant in Twin Falls, Idaho to
service the western region of the United States. The plant is expected
to begin operations in early 1998. In the interim the company will
service the western region from a distribution center located in Twin
Falls.
Plastic cutlery is made by melting polystyrene or polypropylene beads,
which are then injected into specially designed custom molds within
high-speed injection molding machines. Drinking straws are made by
extruding molten polypropylene through specially designed dies within
high-speed extrusion machines. Certain completed products are then
specially wrapped using high-speed wrapping machines. Raw materials used
in the manufacturing process currently are available from alternative
sources. Raw material costs, in particular of polystyrene and polypropy-
lene, are a major portion of Clear Shield's production costs. Although
Clear Shield is generally able to pass on most raw material cost
increases to customers, there can be a delay that varies by customer and
market.
Sales are made predominantly in the United States, currently east of the
Rocky Mountains, using Clear Shield's own sales force augmented by a
network of non-exclusive, independent sales representatives. The
majority of Clear Shield's sales, consisting of bulk and individually
packaged products for institutional users, generally is not seasonal.
Sales of retail packaged products are seasonal, however, with the
highest sales and operating profits historically being achieved in the
second and third quarters.
While competitive pricing generally is of key importance, Clear Shield
also competes by emphasizing responsive service to customers, by
maintaining consistent quality in its products and by capitalizing on
its efficient and flexible operations. These efficiencies stem largely
from proprietary improvements to the manufacturing process, high-volume
manufacturing facilities and a flexible work force that enable Clear
Shield to produce and ship more than 50 million items per working day.
Clear Shield's primary competitors include several major corporations,
some of which are larger and better capitalized than Clear Shield and,
in some cases, offer a wider product line than Clear Shield. Clear
Shield's competitors periodically engage in aggressive price discounting
to gain business. Clear Shield believes, however, that such market
conditions will not result in any long-term material loss of business
for Clear Shield, although its profit margins may be affected from time
to time.
General Business Matters
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Employees
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The Company generally maintains productive and amicable relationships
with its 4,900 employees worldwide. One of Viskase's domestic plants,
located in Loudon, Tennessee, is unionized, and its Canadian and
European plants have unions. From time to time union organization
efforts have occurred at other individual plant locations. Unions
represent a total of approximately 1,500 of Viskase's 4,000 employees.
None of Clear Shield's employees are represented by unions. Certain of
the hourly production personnel of Sandusky's Ohio injection molding and
thermoforming facilities are members of a union.
Trademarks and Patents
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Viskase holds patents on many of its major technologies, including those
used in its manufacturing processes and the technology embodied in prod-
ucts sold to its customers. Because it believes its ongoing market
leadership depends heavily upon its technology, Viskase vigorously
protects and defends its patents against infringement by competitors on
an international basis. Viskase, as part of its research and development
program, has developed and expects to continue to develop new
proprietary technology and has licensed proprietary technology from
third parties. Management believes these activities will enable Viskase
to maintain its competitive position. Viskase also owns numerous
trademarks and registered tradenames that are used actively in marketing
its products. Viskase periodically licenses its process and product
patents to competitors to generate royalty income.
The other Company operations also own trademarks and tradenames that are
used actively in marketing products. Sandusky has patents on new product
developments, but, with the exception of Viskase, patent protection is
not currently material to any of the operations as now conducted.
Research and Development
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Research and development costs are expensed as incurred and, on a
consolidated basis, totaled $6,841,000, $11,034,000, and $16,852,000,
for 1996, 1995 and 1994, respectively. The majority of such costs are
attributable to Viskase's extensive research and development program.
Viskase believes it has achieved and maintained its position as a
leading producer of cellulosic casings and as a major domestic producer
of specialty films for packaging meats through significant expenditures
on research and development. The Company expects to continue its
research and development efforts. The commercialization of certain of
these product and process applications and related capital expenditures
to achieve commercialization may require substantial financial
commitments in future periods. Should these activities be curtailed or
if capital resources are not available to develop its projects,
Viskase's ability to maintain its present market share could be
materially impaired.
Environmental Regulations
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In manufacturing its products, the Company employs certain hazardous
chemicals and generates toxic and hazardous wastes. The use of these
chemicals and the disposal of such waste are subject to stringent
regulation by several governmental entities, including the United States
Environmental Protection Agency (USEPA) and similar state, local and
foreign environmental control entities. The Company is subject to
various environmental, health and safety laws, rules and regulations
including those of the United States Occupational Safety and Health
Administration and USEPA. These laws, rules and regulations are subject
to amendment and to future changes in public policy or interpretation,
which may affect the operations of the Company. The Company uses its
best reasonable efforts to comply with promulgated laws, rules and
regulations and participates in the rulemaking process.
Certain of the Company's facilities are or may become potentially
responsible parties with respect to other off-site waste disposal
facilities.
As noted above, new environmental and health and safety laws can impose
significant compliance costs, including forthcoming rules. Under the
Clean Air Act Amendments of 1990, various industries, including casings
manufacturers, will be required to meet air emissions standards for
certain chemicals based on use of the "maximum achievable control
technology" (MACT). MACT standards for casings manufacturers have not
yet been proposed or promulgated; therefore, at this time no estimate of
the cost of complying with MACT standards can be made. Such rules,
however, will likely impose similar costs on all casings manufacturers
in the United States.
Under the Resource Conservation and Recovery Act (RCRA), regulations
have been proposed that, in the future, may impose design and/or
operating requirements on the use of surface impoundments of wastewater.
Two of Viskase's plants use surface impoundments. The Company does not
foresee these regulations being imposed for several years.
Various state, local and foreign governments have enacted or are
considering enacting laws, rules or regulations concerning the disposal
of plastic products. While such legislative action has had a minor
effect on certain product sales and may have further effect in the
future, the Company is not aware of any existing legislative action that
it currently expects to have a material adverse effect on the Company.
(d) Financial information about foreign and domestic operations and
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export sales
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Reference is made to Part IV, Item 14, Note 21 of Notes to Consolidated
Financial Statements.
EXECUTIVE OFFICERS OF THE REGISTRANT
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The following table sets forth the names and ages of the Company's
executive officers, together with the positions with the Company held by
such executive officers, and a summary of their recent business
experience. Under the Company's Amended and Restated By-Laws, the
Company's officers are elected for such terms as may be determined from
time to time by the Board of Directors.
On January 7, 1993, Envirodyne and its major domestic subsidiaries filed
petitions under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code"). On December 31, 1993, Envirodyne and the debtor
subsidiaries consummated a plan of reorganization and emerged from
bankruptcy. In addition, Emerald Acquisition Corporation (Emerald), the
sole stockholder of Envirodyne prior to Envirodyne's emergence from
bankruptcy, filed a petition under Chapter 11 of the Bankruptcy Code on
August 20, 1993. The Emerald case is still pending before the Bankruptcy
Court.
In addition to the positions with Envirodyne held by the persons
specified below for the periods indicated, Messrs. Gustafson and
Schuster have served as executive officers of Emerald, since May 1989.
Name, Age and Office Business Experience
- - -------------------------- ----------------------------------------------
F. Edward Gustafson, 55, Mr. Gustafson has been Chairman of the Board,
Chairman of the Board, President and Chief Executive Officer of the Company
President and Chief Executive Officer since March 1996 and a director of the Company since
December 1993. From May 1989 to March 1996 Mr.
Gustafson served as Executive Vice President and Chief
Operating Officer of the Company. Mr. Gustafson was
President of Viskase from February 1990 to August 1994.
Mr. Gustafson has also served as Executive Vice President
and Chief Operating Officer of D.P. Kelly and
Associates, L.P. (DPK) since November 1988.
Gordon S. Donovan, 43, Mr. Donovan has been Chief Financial Officer of
Vice President, Chief Financial Officer, the Company since January 1997. Mr. Donovan has
Treasurer and Assistant Secretary served as Treasurer and Assistant Secretary since
November 1989 and Vice President since May 1995.
Stephen M. Schuster, 40, Mr. Schuster has been Vice President, Secretary
Vice President, Secretary and General Counsel of the Company since May 1989.
and General Counsel Mr. Schuster has also served as Vice President and
General Counsel of DPK since January 1989.
ITEM 2. PROPERTIES
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VISKASE FACILITIES
LOCATION SQUARE FEET PRIMARY USE
- - --------------- --------------- --------------------
Manufacturing Facilities
Aurora, Ohio 73,000 PVC film production
Barceloneta, Puerto Rico 156,000 Idle plant facilities
held for sale
Beauvais, France (a) 235,000 Casings production and
finishing
Centerville, Iowa 223,000 Specialty films production
and finishing
Chicago, Illinois 991,000 Casings production,
administration and
research
Guarulhos, Brazil 81,000 Specialty films production
and casings finishing
Kentland, Indiana 125,000 Casings finishing
Lindsay, Ontario, Canada 166,000 Casings finishing and
specialty
films finishing
Loudon, Tennessee 250,000 Casings production
Nuevo Laredo, Mexico (a) 22,000 Casings finishing
Osceola, Arkansas 223,000 Casings production and
finishing
Pauls Valley, Oklahoma 110,000 Casings finishing,
specialty films
production and finishing
Sedgefield, England 87,000 PVC and OPP conversion
Swansea, Wales (Great Britain) 77,000 Specialty films production
and finishing
Swansea, Wales (a) 28,000 Administrative facilities
Thaon, France 239,000 Casings production and
finishing
Service Centers - Domestic
Atlanta, Georgia (a)
Bensalem, Pennsylvania
Chicago, Illinois
Pauls Valley, Oklahoma
Service Centers - Foreign
Brisbane, Australia (a)
Guarulhos, Brazil
Milan, Italy
Pulheim, Germany (a)
Nuevo Laredo, Mexico (a)
Moscow, Russia (a)
Headquarters
Worldwide: Chicago, Illinois
Europe: Paris, France (a)
(a) Leased. All other properties are owned by the respective company
or its subsidiaries.
CLEAR SHIELD FACILITIES
LOCATION SQUARE FEET PRIMARY USE
- - ---------------------- --------------- -----------------------
Leominster, Massachusetts 135,000 Cutlery, straws and
combination kits
Shreveport, Louisiana 148,000 Cutlery, straws and
combination kits
Wheeling, Illinois
(two plants) 260,000 Cutlery, straws and
combination kits;
Headquarters
SANDUSKY FACILITIES
LOCATION SQUARE FEET PRIMARY USE
- - ---------------------- --------------- -----------------------
Sandusky, Ohio 195,000 Thermoforming and
headquarters
Sandusky, Ohio 31,000 Warehouse
Sandusky, Ohio (a) 97,000 Warehouse
Sandusky, Ohio (a) 90,000 Injection molding
and warehouse
- - ------------------------
(a) Leased. All other properties are owned by the respective company
or its subsidiaries.
The Company's headquarters are located in leased facilities in Oak
Brook, Illinois. The Company believes that its properties generally are
suitable and adequate to satisfy the Company's present and anticipated
needs. The Company's United States real property collateralizes the
Company's obligations under various financing arrangements. For a
discussion of these financing arrangements, refer to Part IV, Item 14,
Note 9 of Notes to Consolidated Financial Statements.
ITEM 3. LEGAL PROCEEDINGS
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Viskase Jury Award
In late 1993, Viskase commenced a legal action against American National
Can Company (ANC) in Federal District Court for the Northern District of
Illinois, Eastern Division, 93C7651. Viskase claimed that ANC was
infringing on various Viskase patents relating to multi-layer barrier
plastic films used for fresh red meat, processed meat and poultry
product applications. On November 8, 1996, after a three-week trial, a
jury found that ANC had willfully infringed Viskase's patents and
awarded Viskase $102.4 million in compensatory damages. On December 5,
1996, ANC posted a supersedeas bond in the amount of $108 million and
the Court entered an order staying Viskase's enforcement of the
judgment. The Court also entered an order permanently enjoining ANC from
making or selling infringing products after December 23, 1996.
The judgment is not final and the parties are presently engaged in the
post-judgment motion phase of the case. ANC has filed motions to reduce
the damage award by at least $75 million or alternatively, grant ANC a
new trial. Viskase is seeking a determination that the case be deemed
"exceptional" and that the award be increased by approximately $46
million which includes compensatory damages for ANC's infringement
during the period of October 1, 1996 through December 23, 1996 and
additional damages for prejudgment interest, attorneys' fees and related
expenses. Due to ANC's willful infringement of the patents, Viskase has
asked the court to treble the compensatory award. These motions are all
pending before the Court and rulings are expected in the second quarter
1997. Meanwhile post-judgment interest is accruing on the $102.4 million
award from November 8, 1996 at an annual rate of 5.49%. The Company
expects ANC to vigorously contest the award and to appeal any final
judgment. The award and any pending claims for additional damages have
not been recorded in the Company's financial statements.
Indemnification Claims
Litigation is pending with respect to events arising out of the
Envirodyne bankruptcy case and the 1989 acquisition of Envirodyne by
Emerald Acquisition Corporation (Emerald) with respect to which,
although Envirodyne is not presently a party to such litigation, certain
defendants have asserted indemnity rights against Envirodyne.
In ARTRA Group Incorporated v. Salomon Brothers Holding Company Inc,
----------------------------------------------------------------
Salomon Brothers Inc, D.P. Kelly & Associates, L.P., Donald P. Kelly,
- - --------------------------------------------------------------------
Charles K. Bobrinskoy, James L. Massey, William Rifkind and Michael
- - -------------------------------------------------------------------
Zimmerman, Case No. 93 A 1616, United States Bankruptcy Court for the
- - ---------
Northern District of Illinois, Eastern Division, ARTRA Group
Incorporated (ARTRA) alleges breach of fiduciary duty and tortious
inference in connection with the negotiation and consummation of the
Plan of Reorganization (ARTRA I). In ARTRA Group Incorporated v. Salomon
------- -----------------------------------
Brothers Holding Company Inc, Salomon Brothers Inc, D.P. Kelly &
- - ----------------------------------------------------------------
Associates, L.P., Donald P. Kelly, Charles K. Bobrinskoy and Michael
- - --------------------------------------------------------------------
Zimmerman, Case No. 93 L 2198, Circuit Court of the Eighteenth Judicial
- - ---------
Circuit, DuPage County, Illinois, ARTRA alleges breach of fiduciary
duty, fraudulent and negligent misrepresentation and breach of contract
in connection with the 1989 acquisition of Envirodyne by Emerald (ARTRA
-----
II). The plaintiff seeks damages in the total amount of $136.2 million
- - --
plus interest and punitive damages of $408.6 million. D.P. Kelly &
Associates, L.P. and Messrs. Kelly, Bobrinskoy, Massey, Rifkind and
Zimmerman have asserted common law and contractual rights of indemnity
against Envirodyne for attorneys' fees, costs and any ultimate liability
relating to the claims set forth in the complaints. Upon a motion of the
defendants, the Bankruptcy Court dismissed ARTRA's claims in ARTRA I.
-------
ARTRA appealed to the U.S. District Court and on October 31, 1996, the
U.S. District Court affirmed the Bankruptcy Court's decision. ARTRA has
appealed to the U.S. Court of Appeals for the Seventh Circuit. All
briefs have been filed and the parties are awaiting oral argument.
Envirodyne is continuing its evaluation of the merits of the
indemnification claims against Envirodyne and the underlying claims in
the litigation. Upon the undertaking of D.P. Kelly & Associates, L.P. to
repay such funds in the event it is ultimately determined that there is
no right to indemnity, Envirodyne is advancing funds to D.P. Kelly &
Associates, L.P. and Mr. Kelly for the payment of legal fees in ARTRA I.
-------
Although the Company is not a party to either case, the Company believes
that the plaintiff's claims raise similar factual issues to those raised
in the Envirodyne bankruptcy case which, if adjudicated in a manner similar
to that in the Envirodyne bankruptcy case, would render it difficult for
the plaintiff to establish liability or prove damages. Accordingly, the
Company believes that the indemnification claims would not have a material
adverse effect upon the business or financial position of the Company, even
if the claimants were successful in establishing their right to
indemnification.
Other
Since early 1993, the Antitrust Division of the United States Department
of Justice has been investigating the disposable plastic cutlery industry.
This investigation has resulted in the indictment and conviction of certain
companies and individuals in the industry. Some indictments and criminal
trials are pending. Although the United States Department of Justice has
advised a former officer and an existing employee of Clear Shield National
that they are targets of the investigation, neither person has been
indicted. Clear Shield National is cooperating fully with the
investigation.
In February 1996 Clear Shield National and three other plastic cutlery
manufacturers were named as defendants in the following three civil
complaints: Eisenberg Brothers, Inc., on behalf of itself and all others
------------------------------------------------------------
similarly situated, v. Amcel Corp., Clear Shield National, Inc.,
- - --------------------------------------------------------------
Dispoz-O Plastics Corp. and Benchmark Holdings, Inc. t/a Winkler
- - ----------------------------------------------------------------
Products, Civil Action No. 96-728, United States District Court for the
- - --------
Eastern District of Pennsylvania; St. Cloud Restaurant Supply Company v.
-------------------------------------
Amcel Corp., Clear Shield National, Inc., Dispoz-O Plastics Corp. and
- - ---------------------------------------------------------------------
Benchmark Holdings, Inc. t/a Winkler Products, Case No. 96C 0777,
- - ---------------------------------------------
United States District Court for the Northern District of Illinois,
Eastern Division; and Servall Products, Inc., on behalf of itself and
-----------------------------------------------
all others similarly situated, v. Amcel Corporation, Clear Shield
- - -----------------------------------------------------------------
National, Inc., Dispoz-O Plastics Corporation and Benchmark Holdings,
- - --------------------------------------------------------------------
Inc. t/a Winkler Products, Civil Action No. 96-1116, United States
- - -------------------------
District Court for the Eastern District of Pennsylvania. Each of the
complaints alleges, among other things, that from October 1990 through
April 1992 the defendants unlawfully conspired to fix the prices at
which plastic cutlery would be sold. The Company has informed the
plaintiffs that such claims as they relate to Clear Shield were
discharged by the order of the Bankruptcy Court and Plan of
Reorganization and that the plaintiffs are permanently enjoined from
pursuing legal action to collect discharged claims.
On February 27, 1996, the plaintiff in the St. Cloud case voluntarily
---------
dismissed the action without prejudice and refiled its action in the
United States District Court for the Eastern District of Pennsylvania
but did not name Clear Shield National as a defendant. On March 14,
1996, Eisenberg Brothers Inc., St. Cloud and Servall filed a motion in
Clear Shield National's Bankruptcy proceeding in the United States
Bankruptcy Court for the Northern District of Illinois, Eastern Division
contending that the Bankruptcy Court's order did not discharge the
plaintiff's claim. On March 19, 1997, the Bankruptcy Court denied their
motion and granted the Company's cross motion for summary judgment. The
time period for appeal by Eisenberg Brothers, Inc. et al. has not
passed.
For a description of certain environmental matters affecting the
Company, refer to Part I, Item 1, "Environmental Regulations."
The Company and its subsidiaries are involved in various other legal
proceedings arising out of its business, none of which is expected to
have a material adverse effect upon its business or financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
Not applicable.
PART II
-------
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
-------------------------------------------------------------
MATTERS
-------
(a) Market Information. Envirodyne's Common Stock is traded in the
------------------
over-the-counter market on the Nasdaq SmallCap Market. The high and low
closing bid prices of the Common Stock during 1996 and 1995 are set
forth in the following table. Such prices reflect interdealer prices
without markup, markdown or commissions and may not represent actual
transactions.
1996 First Quarter Second Quarter Third Quarter Fourth Quarter
- - ------ ------------- -------------- ------------- --------------
High $3.63 $4.75 $4.75 $5.88
Low 2.88 3.25 3.50 3.88
1995 First Quarter Second Quarter Third Quarter Fourth Quarter
- - ------ ------------- -------------- ------------- --------------
High $4.88 $4.75 $4.88 $4.63
Low 3.50 3.75 4.13 2.88
(b) Holders. As of March 14, 1997, there were approximately 243 holders
-------
of record of Envirodyne's Common Stock.
(c) Dividends. Envirodyne has never paid a cash dividend on shares of
---------
its Common Stock. The payment of dividends is restricted by the terms of
various financing agreements to which the Company is a party. The
Company has no present intention of paying dividends in the foreseeable
future.
ITEM 6. SELECTED FINANCIAL DATA
-----------------------
Post-consummation Pre-consummation
----------------------------------------------- -----------------------------
December December January 1 January 1 December
29, 1995 to 30, 1994 to to to 27, 1991 to
December December December December December
26, 1996 28, 1995 29, 1994 31, 1993 31, 1992 (1)
----------- ----------- ----------- --------- -------------
(in thousands, except for per share amounts)
Net sales $651,356 $650,212 $599,029 $587,385 $ 575,705
(Loss) before extra-
ordinary loss (2)(3) (13,682) (17,323) (3,612) (98,195) (36,996)
Income (loss) including extra-
ordinary loss (4)(5) (13,682) (21,519) (3,612) 85,589 (36,996)
Per share (loss)
before extraordinary
loss (2)(3) (.96) (1.28) (.27) (306,859) (115,613)
Per share income (loss)
including extraordinary
loss (4)(5) (.96) (1.59) (.27) 267,466 (115,613)
Cash and equivalents 41,794 30,325 7,289 7,743 14,062
Working capital (6) 107,706 121,725 91,727 82,440 (736,643)
Total assets 873,747 899,567 896,636 867,680 1,026,962
Debt obligations:
Short-term debt (7) 11,291 12,504 25,798 15,610 40,365
Long-term debt reclassified
as current 758,300
Long-term debt 521,179 530,181 489,358 482,379 12,524
Stockholders' equity (deficit) 103,645 117,096 135,349 135,000 (83,545)
Cash dividends none none none none none
(1) Due to the implementation of the Plan of Reorganization and
Fresh Start Reporting, financial statements including
outstanding shares for the new restructured company (effective
December 31, 1993) are not comparable to those of the prior
years. (Refer to Part IV, Item 14, Note 1 of Notes to
Consolidated Financial Statements.)
(2) Includes $5.8 million of income (net of book tax provision) in
1994 from the settlement of a patent infringement suit.
(3) Includes charges of $104,745 of Reorganization items, net, in
1993. (Refer to Part IV, Item 14, Note 1 of Notes to
Consolidated Financial Statements.)
(4) Includes an extraordinary gain of $183,784 in 1993 from the
implementation of the Plan of Reorganization. (Refer to Part
IV, Item 14, Note 1 of Notes to Consolidated Financial
Statements.)
(5) Includes an extraordinary loss on debt extinguishment in 1995.
(6) Includes $758,300 of long-term debt reclassified as current at
December 31, 1992.
(7) Includes current portion of long-term debt.
/TABLE
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
----------------------------------
The accompanying management's discussion and analysis of financial
condition and results of operations should be read in conjunction with
the following table:
December 29, December 30 January 1
1995 to 1994 to to
December 26, December 28, December 29,
1996 1995 1994
------------ ------------ ------------
(in thousands)
Net sales:
Food packaging products $572,653 $574,266 $530,179
Disposable foodservice supplies 78,865 76,138 68,996
Other and eliminations (162) (192) (146)
-------- -------- --------
$651,356 $650,212 $599,029
======== ======== ========
Operating income:
Food packaging products $ 37,310 $ 39,183 $ 48,145
Disposable foodservice supplies 7,342 4,959 6,514
Other and eliminations (4,962) (6,007) (5,982)
-------- -------- --------
$ 39,690 $ 38,135 $ 48,677
======== ======== ========
Depreciation and amortization under
capital lease and amortization of
intangibles expense:
Food packaging products $ 53,413 $ 51,404 $ 47,207
Disposable foodservice supplies 4,949 4,581 4,125
Corporate and other 58 76 55
-------- -------- --------
$ 58,420 $ 56,061 $ 51,387
======== ======== ========
Capital expenditures:
Food packaging products $ 32,934 $ 30,744 $ 28,534
Disposable foodservice supplies 4,135 3,687 4,012
Corporate and other 4 34 20
-------- -------- --------
$ 37,073 $ 34,465 $ 32,566
======== ======== ========
Results of Operations
- - ---------------------
The Company's 1996 net sales were $651.4 million, which represented a
slight increase over the prior year's sales of $650.2 million.
Net sales in 1996 for Viskase decreased by .5% from the prior year. The
benefits of stronger world-wide volumes were offset by lower pricing due
to competitive pressures in both the domestic and European markets as
well as lower casing volumes in the United States.
Viscofan, S.A., a Spanish small diameter casing producer entered the
United States market in November 1994. The Company and its domestic
competitors have experienced significant volume loss to Viscofan;
management believes that Viskase will experience further pricing
pressures as a result of Viscofan's presence in the domestic market.
Viskase's management is aware of other smaller competitors which from
time to time attempt penetrating the casing market. In 1997 it is
expected that at least two of these will pursue such efforts. Although
the Company does not expect to experience significant volume loss to
these competitors, management believes that additional pricing pressures
will result.
The British beef industry continues to be affected by concerns over
bovine spongiform encephalopathy (BSE), or mad cow disease. While
certain of our product lines in Europe are sold to customers in affected
industries, Viskase's results have not been significantly impacted, nor
does management expect any significant impact in the future.
Sandusky's sales increased by 2.4% due to an increase in vending and
promotional cup sales. Dairy and deli container sales declined by 7.6%.
Although the Company had expanded its injection molding capacity in
recent years, competitive pressures coupled with the softness in the
dairy industry resulted in management's decision to cease its injection
molding operations and transfer most of the production assets to the
Clear Shield operations.
Clear Shield's net sales increased by 3.6% over the prior year primarily
due to volume increases from new business. Retail sales were
particularly strong. These increases more than offset volume loss from
softness in the quick serve restaurant market segment.
The Company's 1995 net sales were $650.2 million, which represented an
8.5% increase over the prior year's sales of $599.0 million.
Net sales in 1995 for Viskase increased 10.4% over the prior year due to
the expansion of European, Latin American and Asian Pacific sales,
selected price increases, increased worldwide film sales, combined with
the favorable effects of foreign currency translation.
Net sales in 1995 for Sandusky declined by 15% due to an 11% reduction
in dairy and deli container sales combined with the loss of Scott Paper
Company's premoistened baby wipe container business. The loss in
container sales is primarily attributed to a shift in demand from
thermoformed to injection molded containers.
Clear Shield's net sales in 1995 increased by 10.4% primarily due to
selling price increases along with an increase in the retail product
group sales volume.
The Company's 1994 net sales were $599 million, which represented a 2.0%
increase over the prior year's sales of $587.4 million.
Net sales for 1994 for Viskase increased 2.5% over the prior year due to
the impact of increased film sales and foreign currency translation.
Sandusky's sales declined 8.1% due to the reduction in the baby wipe
container sales partially offset by an increase in dairy and deli
container volumes. Clear Shield's net sales increased 3.9% primarily due
to the impact of third and fourth quarter price increases combined with
some volume increases in the wrapped cutlery and retail product lines.
Operating income for 1996 was $39.7 million, which represented an
increase of $1.6 million from the prior year. Operating income in 1996
reflected lower selling, general and administrative expenses resulting
primarily from lower research and development costs and certain cost-
cutting measures which resulted in lower domestic selling, general and
administrative expenses. The slight decline in gross margins in 1996 was
due to continued lower pricing resulting from competitive pressures
across most product lines in both domestic and foreign markets, offset
by the benefit of shifts in European product mix towards the higher
margin product lines. Operating income for 1995 was $38.1 million, which
represented a decline of $10.5 million from the prior year. Operating
income in 1994 benefitted from a net $8.7 million settlement of a patent
infringement suit. The decline in gross margins in 1995 was due to price
competition in domestic and foreign markets, lower casing volumes,
continued effect of resin price increases through the third quarter of
1995, primarily at Clear Shield and Sandusky, and loss of dairy and deli
container and baby wipe container volume. Operating income in 1995
reflected increased selling, general and administrative expenses result-
ing from strategic expansion in foreign markets including Europe, Latin
America and Australia, partially offset by lower research and
development costs and the consolidation of Sandusky's manufacturing
operations.
Operating income for 1994 was $48.7 million, which represented a decline
of $5.0 million from the prior year. Pro forma operating income for
1993, giving effect to fresh start reporting and the implementation of
the Plan of Reorgniazation with the related financing as if such events
had taken place on January 1, 1993, was $54.6 million. The decline in
gross margins in 1994 was due to the impact of price competition in
dairy and deli containers and in foreign markets, reduced by baby wipe
container sales and increased resin prices. Selling, general and
administrative expenses in 1994 included $1.6 million of additional
patent legal expenses (approximately $.8 million of which were legal
expenses related to the $9.5 million patent infringement litigation
settlement), expansion in Central and South America, additional
corporate costs relating to increased insurance and other costs
associated with Envirodyne's status as a public company following its
emergence from bankruptcy, as well as increased expenditures on research
and development.
On November 8, 1996, a jury awarded $102.4 million in damages to Viskase
Corporation in its patent infringement lawsuit against ANC. Viskase
brought suit against ANC. with respect to its infringement of various
Viskase patents relating to multilayer barrier plastic films used for
fresh red meat, processed meat and poultry product applications. The
jury found that ANC had willfully infringed Viskase's patents.
Envirodyne expects ANC to appeal the award. This award has not been
recorded in the Company's financial statements. (Refer to Part I, Item
3, Legal Proceedings - Viskase Jury Award.)
Net interest expense for 1996 totaled $57.0 million, which represented
an increase of $.3 million from 1995. The increase is attributable to
borrowings at higher interest rates, which more than offset the effect
of lower borrowing levels.
Other expense of $(3.0) million and $(1.7) million in 1996 and 1995,
respectively, includes a $(2.0) million charge in 1996 for the
termination of the management agreement with D.P. Kelly & Associates,
L.P. and net foreign currency translation gains (losses) of $.7 and
$(.1) million, respectively.
The 1995 extraordinary loss represents the write-off of unamortized
financing fees related to the Company's senior secured bank facility
that was refinanced by a private placement. The extraordinary loss of
$4.2 million is net of a tax benefit of $2.6 million. (Refer to Part IV,
Item 14, Note 9 of Notes to Consolidated Financial Statements.)
The Company has entered into forward foreign exchange contracts to hedge
certain foreign currency transactions on a continuing basis for periods
consistent with its committed foreign exchange exposures. The effect of
this practice is to minimize the effect of foreign exchange rate
movements on the Company's operating results. The Company's hedging
activities do not subject the Company to additional exchange risk
because gains and losses on these contracts offset losses and gains on
the transactions being hedged. The cash flows from forward contracts are
classified consistent with the cash flows from the transactions or
events being hedged.
Statement of Financial Accounting Standards No. 123 "Accounting for
Stock-Based Compensation" encourages, but does not require, companies to
recognize compensation expense for grants of stock, stock options and
other equity instruments to employees based on new fair value acounting
rules. Although expense recognition for employee stock-based
compensation is not mandatory, SFAS 123 requires companies that choose
not to adopt the new fair value accounting to disclose pro forma net
income and earnings per share under the new method. The Company has not
adopted fair value accounting, and, accordingly, no compensation cost
has been recognized for employee stock-based compensation. The Company
has complied with the disclosure requirements of SFAS 123.
The 1996 and 1995 tax benefits consisted of the benefits of United
States losses partially offset by the provision related to income from
foreign subsidiaries. The 1994 tax provisions consisted of the
provisions on income from the United States and foreign subsidiaries. A
benefit of $6.7 million and $2.9 million, respectively, was provided on
(loss) before income taxes and extraordinary items of $(20.4) million
and $(20.2) million, respectively, for 1996 and 1995. Domestic cash
income taxes paid in 1996, 1995 and 1994 were $438 thousand, $640
thousand and $1.5 million, respectively. Foreign cash income taxes paid
in 1996, 1995 and 1994 were $1.2 million, $4.3 million and $3.5 million,
respectively. The United States tax benefit is recorded as a reduction
of the deferred tax liability and does not result in a refund of income
taxes.
Liquidity and Capital Resources
- - -------------------------------
Cash and equivalents increased by $11.5 million during the fiscal year
ended December 26, 1996. Cash flows provided by operating activities of
$56.3 million exceeded cash flows used in investing activities of
$34.7 million and cash flows used in financing activities of $9.5
million. Cash flows provided by operating activities were principally
attributable to the effect of depreciation and amortization and a
decrease in operating assets and liabilities offset by the Company's
loss from operations. The principal factors contributing to the decrease
in operating assets and liabilities were the Company's program to manage
and reduce receivable and inventory levels and an increase in accrued
liabilities, specifically compensation and employee benefits and taxes
payable. Cash flows used by financing activities were principally
attributable to the repayment of Viskase's capital lease obligation and
Viskase Limited's term loan. Cash flows used in investing activities
consist principally of capital expenditures for property, plant and
equipment.
The Company finances its working capital needs using internally
generated cash from operations and can also borrow under its $20 million
domestic revolving credit facility (Revolving Credit Facility). The
availability of funds under the Revolving Credit Facility is subject to
the Company's compliance with certain covenants (which are substantially
similar to those included in the Indenture), to borrowing base limita-
tions measured by accounts receivable and inventory of the Company and
to reserves that may be established in the discretion of the lenders.
Currently, there are no drawings under the Revolving Credit Facility.
The available borrowing capacity under the Revolving Credit Facility was
$20 million at December 26, 1996.
The Company anticipates that its operating cash flow will be sufficient
to meet its operating expenses and to service its interest payments on
the Senior Secured Notes and its other outstanding indebtedness. The
Company will be required to satisfy its $80 million mandatory redemption
obligation with respect to the Senior Secured Notes in 1999 and to pay
the remaining principal amount of the Senior Secured Notes in 2000.
Additionally, the Company's 10.25% Notes, of which $219.3 million
principal amount is outstanding, will mature in December 2001. The
Company expects that in order to make these payments it will be required
to pursue one or more alternative strategies, such as refinancing its
indebtedness, selling additional equity capital, reducing or delaying
capital expenditures, or selling assets. There can be no assurance that
any of these strategies could be effected on satisfactory terms, if at
all.
Capital expenditures for fiscal 1996 and 1995 totaled $37.1 million and
$34.5 million, respectively. Capital expenditures for 1997 are expected
to be approximately $45 million and in future years $40 million.
The Company acquired the minority shareholder's interest in Viskase's
Brazilian subsidiary for $4.2 million during the first quarter of 1994.
The Company has spent approximately $7 million to $17 million annually
on research and development programs, including product and process
development, and on new technology development during each of the past
three years. The 1997 research and development and product introduction
expenses are expected to be in the $8 million range. Among the projects
included in the current research and development efforts is the
application of certain patents and technology licensed by Viskase to the
manufacture of cellulosic casings. The commercialization of these
applications and the related fixed asset expense associated with such
commercialization may require substantial financial commitments in
future periods.
The Company and its subsidiaries are taking actions to provide that
their computer systems are capable of processing for the periods the
year 2000 and beyond. The costs associated with this are not expected to
significantly affect operating cash flow.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
Financial statements and supplementary financial information meeting the
requirements of Regulation S-X are listed in the index to financial
statements and schedules, as included under Part IV, Item 14 of this
report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
There were no disagreements on accounting and financial disclosure
required to be disclosed under this Item.
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
The information required by this Item is set forth in the Company's
definitive Proxy Statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A within 120 days after the end of
the fiscal year covered by this report (Proxy Statement) in the section
entitled "Election of Directors," the section entitled "Section 16(a)
Beneficial Ownership Reporting Compliance" and in the third paragraph of
the section entitled "Certain Relationships and Related Transactions,"
and is incorporated herein by reference to the Proxy Statement. For
information regarding executive officers of the Company, see the
information set forth under "Executive Officers of the Registrant" in
Part I of this report.
ITEM 11. EXECUTIVE COMPENSATION
----------------------
The information required by this Item is set forth in the Proxy
Statement in the section entitled "Compensation of Directors and
Executive Officers" and is incorporated herein by reference to the Proxy
Statement. The information set forth in the Proxy Statement in the
sections entitled "Compensation Committee Report on Executive
Compensation" and "Performance Graph" is not required by this Item and
is not incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The information required by this Item is set forth in the Proxy
Statement in the section entitled "Security Ownership" and is
incorporated herein by reference to the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The information required by this Item is set forth in the Proxy
Statement in the section entitled "Certain Relationships and Related
Transactions" and is incorporated by reference to the Proxy Statement.
See also Part IV, Item 14, Note 20 of Notes to Consolidated Financial
Statements.
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
------------------------------------------------------
FORM 8-K
--------
(a) 1. Financial statements: PAGE
-------------------- ----
Report of independent accountants 28
Consolidated balance sheets, December 26, 1996 and
December 28, 1995 29
Consolidated statements of operations,
for December 29, 1995 to December 26, 1996;
December 30, 1994 to December 28, 1995;
and January 1 to December 29, 1994; 30
Consolidated statements of stockholders'
equity (deficit), for December 29, 1995
to December 26, 1996; December 30, 1994 to
December 28, 1995 and January 1 to December 29, 1994; 31
Consolidated statements of cash flows,
for December 29, 1995 to December 26, 1996;
December 30, 1994 to December 28, 1995;
and January 1 to December 29, 1994; 32
Notes to consolidated financial statements 33
(a) 2. Financial statement schedules for the periods December 29, 1995
---------------------------------------------------------------
to December 26, 1996; December 30, 1994 to December 28, 1995;
------------------------------------------------------------
and January 1 to December 29, 1994:
----------------------------------
II Valuation and qualifying accounts 80
Schedules other than those listed are omitted because they are not
required, are not applicable, or because equivalent information has been
included in the financial statements and notes thereto or elsewhere
herein.
(b) Reports on Form 8-K.
--------------------
None.
(c) Exhibits:
--------
Exhibit No Description of Exhibits Page
- - ---------------------------------------------------------------------
2.1 Debtors First Amended Joint Plan of Reorganization
as Twice Modified dated December 15, 1993 of Envirodyne
Industries, Inc. and certain of its subsidiaries
(incorporated herein by reference to Exhibit 2 to Form
8-K filed January 19, 1994 of Envirodyne Industries,
Inc.) *
3.1 Amended and Restated Certificate of Incorporation of
Envirodyne Industries, Inc. (incorporated herein by
reference to Exhibit 3.1 to Form 8-K filed January 19,
1994, of Envirodyne Industries, Inc.). *
3.2 Amended and Restated By-Laws of Envirodyne Industries,
Inc. (incorporated herein by reference to Exhibit 3.2 to
Form 8-K filed March 20, 1997 of Envirodyne
Industries, Inc.). *
4.1 Indenture dated as of December 31, 1993 between
Envirodyne Industries, Inc. and Bankers Trust Company, as
Trustee, relating to the 10-1/4% Notes Due 2001 of
Envirodyne Industries, Inc. including form of 10-1/4%
Note Due 2001 (incorporated herein by reference to
Exhibit 4.1 to Form 8-K filed January 19, 1994 of
Envirodyne Industries, Inc.). *
4.2 Warrant Agreement dated as of December 31, 1993 between
Envirodyne Industries, Inc. and Bankers Trust Company, as
Warrant Agent, relating to the Warrants to Purchase
Common Stock of Envirodyne Industries, Inc., including
form of Warrant to Purchase Common Stock (incorporated
herein by reference to Exhibit 4.2 to Form 8-K filed
January 19, 1994 of Envirodyne Industries, Inc.). *
4.3 Indenture dated as of June 20, 1995 (the "Indenture")
between Envirodyne Industries, Inc. and Shawmut Bank
Connecticut, National Association, as Trustee
(incorporated by reference to Exhibit 4.3 to the
Registration Statement on Form S-4 of Envirodyne
Industries, Inc. filed July 20, 1995). *
4.4 Forms of the Notes issued pursuant to the Indenture
(included in Exhibit 4.3). *
4.5 Exchange and Registration Rights Agreement dated as of
June 20, 1995 between Envirodyne Industries, Inc. and the
purchasers of the Notes (incorporated by reference to
Exhibit 4.5 to the Registration Statement on Form S-4 of
Envirodyne Industries, Inc. filed July 20, 1995). *
4.6 Guaranty Agreement, dated as of June 20, 1995, made by
Clear Shield National, Inc., Sandusky Plastics, Inc.,
Sandusky Plastics of Delaware, Inc., Viskase Corporation,
Viskase Holding Corporation and Viskase Sales
Corporation, in favor of BT Commercial Corporation, as
Collateral Agent (incorporated by reference to Exhibit
4.6 to the Registration Statement on Form S-4 of
Envirodyne Industries, Inc. filed July 20, 1995). *
4.7 Pledge Agreement, dated as of June 20, 1995, made by
Envirodyne Industries, Inc. to BT Commercial Corporation,
as Collateral Agent (incorporated by reference to Exhibit
4.7 to Amendment No. 2 to the Registration Statement on
Form S-4 of Envirodyne Industries, Inc. filed September
21, 1995). *
4.8 Security Agreement, dated as of June 20, 1995, made by
Envirodyne Industries, Inc. in favor of BT Commercial
Corporation, as Collateral Agent (incorporated by
reference to Exhibit 4.8 to Amendment No. 2 to the
Registration Statement on Form S-4 of Envirodyne
Industries, Inc. filed September 21, 1995). *
4.9 Form of Subsidiary Security Agreement, dated as of June
20, 1995, made by each applicable Subsidiary in favor of
BT Commercial Corporation, as Collateral Agent
(incorporated by reference to Exhibit 4.9 to Amendment
No. 2 to the Registration Statement on Form S-4 of
Envirodyne Industries, Inc. filed September 21, 1995). *
4.10 Intellectual Property Security Agreement, dated as of
June 20, 1995, made by Viskase Corporation in favor of BT
Commercial Corporation, as Collateral Agent (incorporated
by reference to Exhibit 4.10 to Amendment No. 2 to the
Registration Statement on Form S-4 of Envirodyne
Industries, Inc. filed September 21, 1995). *
4.11 First Supplemental Indenture, dated as of October 13,
1995, between Envirodyne Industries, Inc. and Shawmut
Bank Connecticut, National Association, as Trustee
(incorporated by reference to Exhibit 4.11 to Amendment
No. 3 to the Registration Statement on Form S-4 of
Envirodyne Industries, Inc. filed October 17, 1995). *
4.12 Rights Agreement, dated as of June 26, 1996, between
Envirodyne Industries, Inc. and Harris Trust and Savings
Bank, as Rights Agent (incorporated herein by reference
to Exhibit 4.1 of Form 8-K dated June 26, 1996). *
10.1 Participation Agreement dated as of December 18, 1990
among Viskase Corporation, as Lessee, Envirodyne
Industries, Inc., as Guarantor, General Electric Capital
Corporation, as Owner Participant, and The Connecticut
National Bank, as Owner Trustee (incorporated herein by
reference to Exhibit 10.24 to Form 8-K, filed January 22,
1991, of Envirodyne Industries, Inc.). *
10.2 Lease Agreement dated as of December 18, 1990 between The
Connecticut National Bank, Owner Trustee, as Lessor and
Viskase Corporation, as Lessee (incorporated herein by
reference to Exhibit 10.25 to Form 8-K, filed January 22,
1991, of Envirodyne Industries, Inc.). *
10.3 Appendix A; Definitions relating to the Participation
Agreement, the Lease and the Ground Lease (incorporated
herein by reference to Exhibit 10.26 to Form 8-K, filed
January 22, 1991, of Envirodyne Industries, Inc.). *
10.4 Ground Lease dated as of December 18, 1990 between
Viskase Corporation, as Ground Lessor, and The
Connecticut National Bank, as Ground Lessee (incorporated
herein by reference to Exhibit 10.27 to Form 8-K, filed
January 22, 1991, of Envirodyne Industries, Inc.). *
10.5 Guaranty Agreement dated as of December 18, 1990, among
Envirodyne Industries, Inc.; Clear Shield National, Inc.;
Sandusky Plastics of Delaware, Inc.; Viskase Sales
Corporation, all as Guarantors; The Connecticut National
Bank, as Owner Trustee; and General Electric Capital
Corporation, as Owner Participant (incorporated herein by
reference to Exhibit 10.28 to Form 8-K, filed January 22,
1991, of Envirodyne Industries, Inc.). *
10.6 Trust Agreement dated as of December 18, 1990 between
General Electric Capital Corporation, as Owner
Participant, and The Connecticut National Bank, as Owner
Trustee (incorporated herein by reference to Exhibit
10.29 to Form 8-K, filed January 22, 1991, of Envirodyne
Industries, Inc.). *
10.7 Envirodyne Industries, Inc. Non-Employee Directors'
Compensation Plan (incorporated herein by reference to
Appendix B of Envirodyne Industries, Inc.'s Proxy
Statement for its 1996 Annual Meeting of
Stockholders).+ *
10.8 Envirodyne Industries, Inc. 1993 Stock Option Plan, as
amended and restated through March 27, 1996 (incorporated
herein by reference to Appendix A of Envirodyne
Industries, Inc.'s Proxy Statement for its 1996 Annual
Meeting of Stockholders). + *
10.9 Envirodyne Industries, Inc. Corporate Office Management
Incentive Plan for Fiscal Year 1996. + **
10.10 Envirodyne Industries, Inc. Long-Term Incentive Plan
(incorporated herein by reference to Exhibit 10.34 to Form
10-Q for the fiscal quarter ended June 27, 1991, filed
August 12, 1991, of Envirodyne Industries, Inc.). + *
10.11 Envirodyne Industries, Inc. Parallel Envirodyne Non-
Qualified Thrift Plan (incorporated herein by reference to
Exhibit 10.35 to Form 10-Q for the fiscal quarter ended
June 27, 1991, filed August 12, 1991, of Envirodyne
Industries, Inc.). + *
10.12 Note Agreement, dated as of June 20, 1995, between
Envirodyne Industries, Inc. and each of the purchasers
identified therein (incorporated by reference to Exhibit
10.10 to the Registration Statement on Form S-4 of
Envirodyne Industries, Inc. filed July 20, 1995). *
10.13 Letter Agreement, dated as of June 20, 1995, between
Envirodyne Industries, Inc. and certain purchasers of the
Notes (incorporated by reference to Exhibit 10.11 to the
Registration Statement on Form S-4 of Envirodyne
Industries, Inc. filed July 20, 1995). *
10.14 Revolving Credit Agreement, dated as of June 20, 1995,
between Envirodyne Industries, Inc. and The Prudential
Insurance Company of America (incorporated by reference
to Exhibit 10.12 to the Registration Statement on Form
S-4 of Envirodyne Industries, Inc. filed July 20,
1995). *
10.15 Credit Agreement, dated as of June 20, 1995, among
Envirodyne Industries, Inc., the lenders identified therein
and BT Commercial Corporation, as Agent (incorporated by
reference to Exhibit 10.13 to the Registration Statement on
Form S-4 of Envirodyne Industries, Inc. filed July 20,
1995). *
10.16 Intercreditor and Collateral Agency Agreement, dated as of
June 20, 1995, among BT Commercial Corporation, The
Prudential Insurance Company of America, Shawmut Bank
Connecticut, National Association, and certain other
parties identified therein (incorporated by reference to
Exhibit 10.14 to the Registration Statement on Form S-4 of
Envirodyne Industries, Inc. filed July 20, 1995). *
10.17 GECC Intercreditor Agreement, dated as of June 20, 1995,
among BT Commercial Corporation, General Electric Capital
Corporation, Shawmut Bank Connecticut, National
Association, Envirodyne Industries, Inc. and Viskase
Corporation (incorporated by reference to Exhibit 10.15 to
the Registration Statement on Form S-4 of Envirodyne
Industries, Inc. filed July 20, 1995). *
10.18 First Amendment under Revolving Credit Agreement, dated as
of June 20, 1995, between Envirodyne Industries, Inc. and
The Prudential Insurance Company of America (incorporated
by reference to Exhibit 10.16 to Amendment No. 3 to the
Registration Statement on Form S-4 of Envirodyne
Industries, Inc. filed October 17, 1995). *
10.19 Amendment No. 1 to Credit Agreement, dated as of June 20,
1995, between Envirodyne Industries, Inc. and BT Commercial
Corporation, individually and as agent (incorporated by
reference to Exhibit 10.17 to Amendment No. 3 to the
Registration Statement on Form S-4 of Envirodyne
Industries, Inc. filed October 17, 1995). *
10.20 Employment Agreement, dated March 27, 1996, between
Envirodyne Industries, Inc. and F. Edward Gustafson.+ **
10.21 Envirodyne Industries, Inc. Corporate Office Severance Pay
Policy. + **
11.1 Statement re computation of per share earnings. **
21.1 Subsidiaries of the registrant. **
23.1 Consent of Independent Accountants. **
* Previously filed, incorporated by reference.
+ Management contract or compensatory plan or arrangement.
** Filed herewith.
(d) Financial statement schedules required by Regulation S-X.
---------------------------------------------------------
Index to financial statements of Viskase Holding
Corporation and subsidiaries. 63
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
ENVIRODYNE INDUSTRIES, INC.
----------------------------
(Registrant)
By: /s/
----------------------------------------
F. Edward Gustafson
Chairman, Chief Executive
Officer and President
By: /s/
----------------------------------------
Gordon S. Donovan
Vice President, Chief Financial
Officer and Treasurer
Date: March 21, 1997
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 registrant and in the capacities indicated on this 21st day of March
1997.
/s/ /s/
- - --------------------------------- --------------------------------
F. Edward Gustafson Gordon S. Donovan
Chairman of the Board, Chief Vice President, Chief Financial
Executive Officer and President Officer and Treasurer (Principal
(Principal Executive Officer) Financial and Accounting Officer)
/s/ /s/
- - --------------------------------- --------------------------------
Robert N. Dangremond (Director) Michael E. Heisley (Director)
/s/ /s/
- - --------------------------------- --------------------------------
Avram A. Glazer (Director) Gregory R. Page (Director)
/s/ /s/
- - --------------------------------- --------------------------------
Malcolm I. Glazer (Director) Mark D. Senkpiel (Director)
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Envirodyne Industries, Inc.
We have audited the consolidated financial statements and the
financial statement schedules of Envirodyne Industries, Inc. and
Subsidiaries listed in Item 14(a) of this Form 10-K. These financial
statements and financial statement schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these financial statements and financial statement schedules 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, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Envirodyne Industries, Inc. and Subsidiaries as of December 26, 1996 and
December 28, 1995, and the consolidated results of their operations and
their cash flows for the period December 29, 1995 to December 26, 1996,
December 30, 1994 to December 28, 1995 and January 1 to December 29,
1994, in conformity with generally accepted accounting principles. In
addition, in our opinion the schedules referred to above, when
considered in relation to the basic financial statements taken as a
whole, present fairly, in all material respects, the information
required to be included therein.
Coopers & Lybrand L.L.P.
Chicago, Illinois
March 20, 1997
ENVIRODYNE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 26, December 28,
1996 1995
-------------- ---------------
(in thousands)
ASSETS
Current assets:
Cash and equivalents $ 41,794 $ 30,325
Receivables, net 79,174 89,454
Inventories 95,012 99,474
Other current assets 22,141 21,646
-------- --------
Total current assets 238,121 240,899
Property, plant and equipment,
including those under capital leases 578,704 545,491
Less accumulated depreciation
and amortization 116,896 75,987
-------- --------
Property, plant and equipment, net 461,808 469,504
Deferred financing costs 5,902 8,090
Other assets 42,809 45,589
Excess reorganization value 125,107 135,485
-------- --------
$873,747 $899,567
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt including current portion
of long-term debt and obligations
under capital leases $ 11,291 $ 12,504
Accounts payable 37,015 39,117
Accrued liabilities 82,109 67,553
-------- --------
Total current liabilities 130,415 119,174
Long-term debt including obligations
under capital leases 521,179 530,181
Accrued employee benefits 53,697 55,626
Deferred and noncurrent income taxes 64,811 77,490
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value;
none outstanding
Common stock, $.01 par value;
14,545,107 shares issued and
outstanding at December 26, 1996 and
13,579,460 shares at December 28, 1995 145 136
Paid in capital 135,100 134,864
Accumulated (deficit) (38,813) (25,131)
Cumulative foreign currency
translation adjustments 7,305 7,227
Unearned restricted stock issued
for future service (92)
-------- --------
Total stockholders' equity 103,645 117,096
-------- --------
$873,747 $899,567
======== ========
The accompanying notes are an integral part of the consolidated financial statements.
/TABLE
ENVIRODYNE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
52 weeks 52 weeks 52 weeks
December 29, December 30, January 1,
1995 to 1994, to to
December 26, December 28, December 29,
1996 1995 1994
-------------- -------------- -------------
(in thousands, except for number of shares
and per share amounts)
NET SALES $651,356 $650,212 $599,029
Patent infringement settlement income 9,457
COSTS AND EXPENSES
Cost of sales 488,244 485,048 435,760
Selling, general and administrative 107,088 111,230 108,437
Amortization of intangibles and
excess reorganization value 16,334 15,799 15,612
-------- -------- --------
OPERATING INCOME 39,690 38,135 48,677
Interest income 1,568 670 307
Interest expense 58,565 57,336 49,514
Other expense (income), net 3,075 1,710 (1,668)
Minority interest in loss of subsidiary 50
-------- -------- --------
INCOME (LOSS) BEFORE INCOME TAXES
AND EXTRAORDINARY ITEM (20,382) (20,241) 1,188
Income tax provision (benefit) (6,700) (2,918) 4,800
-------- -------- --------
(LOSS) BEFORE EXTRAORDINARY ITEM (13,682) (17,323) (3,612)
Extraordinary (loss), net of tax (4,196)
-------- -------- --------
NET (LOSS) $(13,682) $(21,519) $ (3,612)
======== ======== ========
WEIGHTED AVERAGE COMMON SHARES 14,325,595 13,516,771 13,500,703
========== ========== ==========
PER SHARE AMOUNTS:
(LOSS) BEFORE EXTRAORDINARY ITEM $(.96) $(1.28) $(.27)
===== ====== =====
NET (LOSS) $(.96) $(1.59) $(.27)
===== ====== =====
The accompanying notes are an integral part of the consolidated financial statements.
/TABLE
ENVIRODYNE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Cumulative Unearned
Foreign Restricted Total
Currency Stock Stockholders'
Common Paid in Accumulated Translation Issued For Equity
Stock Capital (Deficit) Adjustments Future Service (Deficit)
------ -------- ----------- ------------- -------------- ------------
(in thousands)
Balance December 31, 1993 $135 $134,865 $135,000
Net (loss) $ (3,612) (3,612)
Translation adjustments $3,961 3,961
---- -------- -------- ------ ---- --------
Balance December 29, 1994 135 134,865 (3,612) 3,961 135,349
Net (loss) (21,519) (21,519)
Issuance of Common Stock 1 (1)
Translation adjustments 3,266 3,266
---- -------- -------- ------ ---- --------
Balance December 28, 1995 $136 $134,864 $(25,131) $7,227 $117,096
Net (loss) (13,682) (13,682)
Issuance of Common Stock 9 236 $(92) 153
Translation Adjustment 78 78
---- -------- -------- ------ ---- --------
Balance December 26, 1996 $145 $135,100 $(38,813) $7,305 $(92) $103,645
==== ======== ======== ====== ==== ========
The accompanying notes are an integral part of the consolidated financial statements.
ENVIRODYNE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
52 weeks 52 weeks 52 weeks
December 29, December 30, January 1,
1995 to 1994, to to
December 26, December 28, December 29,
1996 1995 1994
-------------- -------------- -------------
(in thousands)
Cash flows from operating activities:
(Loss) before extraordinary item $(13,682) $(17,323) $ (3,612)
Extraordinary (loss) (4,196)
-------- -------- --------
Net (loss) (13,682) (21,519) (3,612)
Adjustments to reconcile net (loss) to net cash
provided by operating activities:
Depreciation and amortization under
capital leases 42,086 40,262 35,775
Amortization of intangibles and
excess reorganization value 16,334 15,799 15,612
Amortization of deferred financing fees
and discount 2,272 2,196 1,569
Decrease in deferred and noncurrent income taxes (11,065) (6,450) (52)
Loss on debt extinguishment 6,778
Foreign currency transaction gain (810) (1,233) (3,465)
Loss (gain) on sales of property,
plant and equipment 165 73 (9)
Changes in operating assets and liabilities:
Accounts receivable 10,180 (839) (11,257)
Inventories 4,383 12,741 (10,548)
Other current assets (788) (1,837) (1,607)
Accounts payable and accrued liabilities 12,463 (1,670) 3,774
Other (5,214) (5,334) (2,894)
-------- -------- --------
Total adjustments 70,006 60,486 26,898
-------- -------- --------
Total net cash provided by operating activities 56,324 38,967 23,286
Cash flows from investing activities:
Capital expenditures (37,073) (34,465) (32,566)
Proceeds from sale of property, plant and equipment 2,356 86 359
Purchase of minority interest in subsidiary (4,200)
-------- -------- --------
Net cash (used in) investing activities (34,717) (34,379) (36,407)
Cash flows from financing activities:
Issuance of common stock 153
Proceeds from revolving loan
and long-term borrowings 2,186 207,922 37,668
Deferred financing costs (142) (7,887) (1,608)
Repayment of revolving loan, long-term borrowings
and capital lease obligations (11,705) (181,375) (22,617)
-------- -------- --------
Net cash provided by (used in)
financing activities (9,508) 18,660 13,443
Effect of currency exchange rate changes on cash (630) (212) (776)
-------- -------- --------
Net increase (decrease) in cash and equivalents 11,469 23,036 (454)
Cash and equivalents at beginning of period 30,325 7,289 7,743
-------- -------- --------
Cash and equivalents at end of period $41,794 $30,325 $ 7,289
- - --------------------------------------------------------------------------------------------------------------------
Supplemental cash flow information and noncash
investing and financing activities:
Interest paid $55,798 $55,030 $ 43,484
Income taxes paid $ 1,647 $ 4,895 $ 5,058
Capital lease obligations (machinery and equipment) $ 2,186 $ 2,081
Issuance of common stock for directors' compensation
and employee stock grant $ 153
The accompanying notes are an integral part of the consolidated financial statements.
ENVIRODYNE INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. CHAPTER 11 REORGANIZATION PROCEEDINGS (dollars in thousands)
On January 6, 1993, a group of bondholders filed an involuntary petition
for reorganization of Envirodyne Industries, Inc. under Chapter 11 of
the United States Bankruptcy Code. On January 7, 1993 Viskase
Corporation, Viskase Sales Corporation, Viskase Holding Corporation,
Clear Shield National, Inc., Sandusky Plastics of Delaware, Inc.,
Sandusky Plastics, Inc. and Envirodyne Finance Company each filed
voluntary petitions under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the Northern District of
Illinois, Eastern Division (the Bankruptcy Court). On December 17, 1993,
the Bankruptcy Court confirmed the First Amended Joint Plan of
Reorganization as twice modified (Plan of Reorganization) with respect
to Envirodyne Industries, Inc. (Envirodyne) and certain of its
subsidiaries. The Plan of Reorganization was consummated and Envirodyne
and certain of its subsidiaries emerged from Chapter 11 on December 31,
1993 (Effective Date). For accounting purposes, the Plan of
Reorganization was deemed to be effective as of December 31, 1993.
2. NATURE OF BUSINESS
Envirodyne manufactures food packaging products and foodservice supplies
through three primary operating subsidiaries - Viskase, Sandusky and
Clear Shield. The operations of these subsidiaries are primarily in
North and South America and Europe. Viskase is a leading producer of
cellulosic casings used in preparing and packaging processed meat
products and is a major producer of heat shrinkable plastic bags and
specialty films for packaging and preserving fresh and processed meat
products, poultry and cheeses. The Company is also a leading domestic
and international manufacturer of plasticized polyvinyl chloride (PVC)
films, primarily for use in packaging food items. Through Sandusky, the
Company is a producer of thermoformed plastic containers, used in the
packaging of cultured dairy and delicatessen products, and of
horticultural trays and inserts. Finally, through Clear Shield, the
Company is a major domestic producer of disposable plastic cutlery,
drinking straws, custom dining kits and related products.
International Operations
Viskase has seven manufacturing facilities located outside the
continental United States, in Beauvais, France; Thaon, France; Lindsay,
Ontario, Canada; Sedgefield, England (Great Britain); Swansea, Wales
(Great Britain); Guarulhos, Brazil and Nuevo Laredo, Mexico.
The aggregate of domestic exports and net sales of foreign operations
represents approximately 58% of Viskase's total net sales.
International sales and operations may be subject to various risks
including, but not limited to, possible unfavorable exchange rate fluc-
tuations, political instability, governmental regulations (including
import and export controls), restrictions on currency repatriation,
embargoes, labor relations laws and the possibility of governmental
expropriation. Viskase's foreign operations generally are subject to
taxes on the repatriation of funds.
International operations in certain parts of the world may be subject to
international balance of payments difficulties which may raise the
possibility of delay or loss in the collection of accounts receivable
from sales to customers in those countries. Viskase believes that its
allowance for doubtful accounts makes adequate provision for the
collectibility of its receivables. Management believes that growth
potential exists for many of Viskase's products outside the United
States and that Viskase is well positioned to participate in these
markets.
All of Sandusky's and Clear Shield's operations are located in the
United States.
Sales and Distribution
Viskase sells its products in virtually every country in the world with
principal markets in North America, Europe, Latin America and Asia
Pacific. In the United States, Viskase has a staff of technical sales
teams responsible for sales to fresh meat, processed meat and poultry
producers. Approximately 50 distributors market Viskase products to
customers in Europe, Africa, Asia, and Latin America. Its products are
marketed through its own subsidiaries in the United Kingdom, Germany,
France, Italy, Russia, Brazil, Mexico, Australia and Argentina.
In the United States, Viskase sells its PVC film products primarily to
the retail grocery industry through packaging material distributors,
food wholesalers and a direct sales force. Additionally the sales
organization is supported by a technical service group. The United
Kingdom operation sells directly and through distributors, primarily to
the retail grocery and foodservice industries in Europe.
In the United States, Viskase operates casings service centers in
Atlanta, Georgia, and Bensalem, Pennsylvania, as well as service centers
within the Chicago, Illinois, and Pauls Valley, Oklahoma, plants. In
Latin America, Viskase operates service centers in Monterrey, Mexico,
and within the Guarulhos, Brazil, plant. In Europe, Viskase operates
casings service centers in Milan, Italy, Pulheim, Germany, and Moscow,
Russia. Viskase also operates a service center through a joint venture
in Brisbane, Australia. These service centers provide finishing,
inventory and delivery services to Viskase customers.
Sandusky's and Clear Shield's sales are predominantly in the United
States.
Competition
Viskase is one of the world's leading producers of cellulosic casings
and a major producer of films. From time to time, Viskase experiences
reduced market share or reduced profits due to price competition;
however, management believes that such market conditions will not result
in any long-term material loss of business.
The dairy and delicatessen containers industry is highly fragmented.
Sandusky competes in the manufacture and sale of dairy and delicatessen
containers with several domestic manufacturers of thermoformed and
injection molded plastic containers. Major competitive factors in the
dairy and delicatessen container business are price, quality and
customer service. Major competitive factors in the specialized
thermoformed container business are price and technical and customer
service capabilities.
Clear Shield's primary competitors include several major corporations,
some of which are larger and better capitalized than Clear Shield and,
in some cases, offer a wider product line than Clear Shield. Clear
Shield's competitors periodically engage in aggressive price discounting
to gain business. Clear Shield management believes, however, that such
market conditions will not result in any long-term material loss of
business for Clear Shield, although its profit margins may be affected
from time to time.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Basis of presentation
Effective in 1990 Envirodyne adopted a 52/53 week fiscal year ending on
the last Thursday of December. The 1993 financial statements include
December 31, 1993 in order to present the effect of the consummation of
the Plan of Reorganization.
(B) Principles of consolidation
The consolidated financial statements include the accounts of Envirodyne
Industries, Inc. and its subsidiaries (the Company).
Reclassifications have been made to the prior years' financial
statements to conform to the 1996 presentation.
(C) Use of estimates in the preparation of financial statements
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
and disclosure of contingent assets and liabilities at the dates of the
financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those
estimates.
(D) Cash equivalents (dollars in thousands)
For purposes of the statement of cash flows, the Company considers cash
equivalents to consist of all highly liquid debt investments purchased
with an initial maturity of approximately three months or less. Due to
the short-term nature of these instruments, the carrying values
approximate the fair market value. Cash equivalents include $26,338 and
$24,536 of short-term investments at December 26, 1996 and December 28,
1995, respectively.
(E) Inventories
Domestic inventories are valued primarily at the lower of last-in,
first-out (LIFO) cost or market. Remaining amounts, primarily foreign,
are valued at the lower of first-in, first-out (FIFO) cost or market.
(F) Property, plant and equipment
Property, plant and equipment are carried at cost less accumulated
depreciation. Property and equipment additions include acquisition of
property and equipment and costs incurred for computer software
purchased for internal use including related external direct costs of
materials and services and payroll costs for employees who are directly
associated with the project. Depreciation is computed on the
straight-line method over the estimated useful lives of the assets
ranging from 3 to 32 years. Upon retirement or other disposition, cost
and related accumulated depreciation are removed from the accounts, and
any gain or loss is included in results of operations.
(G) Deferred financing costs
Deferred financing costs are amortized on a straight-line basis over the
expected term of the related debt agreement. Amortization of deferred
financing costs is classified as interest expense.
(H) Patents
Patents are amortized on the straight-line method over an estimated
average useful life of ten years.
The carrying value of patents is periodically reviewed by the Company
and impairments are recognized when the expected undiscounted future
operating cash flows derived from such patents is less than the carrying
value. If impairment is identified, valuation techniques deemed
appropriate under the particular circumstances will be used to determine
the asset's fair value. The loss will be measured based on the excess of
carrying value over the determined fair value. The review for impairment
is performed at least on a quarterly basis.