-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T6F3bgMjA+2RCjOqIuKJ69oKpcXqE6xjSqy6xFavKQEPy22ZVSV/rrPwRxtbQTsj nOwhxP19hyNI+3c3CWTPlw== 0000950144-96-005310.txt : 19960814 0000950144-96-005310.hdr.sgml : 19960814 ACCESSION NUMBER: 0000950144-96-005310 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19960629 FILED AS OF DATE: 19960813 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSTON INDUSTRIES INC CENTRAL INDEX KEY: 0000041017 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILS, MAN MADE FIBER & SILK [2221] IRS NUMBER: 111749980 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06687 FILM NUMBER: 96610378 BUSINESS ADDRESS: STREET 1: 105 THIRTEENTH ST CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7066413140 MAIL ADDRESS: STREET 2: 105 THIRTEENTH ST CITY: COLUMBUS STATE: GA ZIP: 31901 FORMER COMPANY: FORMER CONFORMED NAME: GI EXPORT CORP DATE OF NAME CHANGE: 19850403 FORMER COMPANY: FORMER CONFORMED NAME: GEON INDUSTRIES INC DATE OF NAME CHANGE: 19770921 FORMER COMPANY: FORMER CONFORMED NAME: GEON TRADING CORP DATE OF NAME CHANGE: 19700915 10-Q 1 JOHNSTON INDUSTRIES, INC. FORM 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 29, 1996 - ----------------------------------- Commission file number 1-6687 JOHNSTON INDUSTRIES, INC. ------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 11-1749980 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 105 Thirteenth Street, Columbus, Georgia 31901 (Address of principal executive offices) (Zip Code) (706) 641-3140 -------------- (Registrant's telephone number, including area code) N/A ------------------------------------------------------------------------ (Former name, former address and former fiscal year if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares outstanding of the Registrant's Common Stock as of June 29, 1996 was 10,362,874 shares. 2 JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES PART I - FINANCIAL INFORMATION INDEX ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: Condensed Consolidated Balance Sheets Condensed Consolidated Statements Of Income Condensed Consolidated Statements Of Cash Flows Notes To Condensed Consolidated Financial Statements ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 2 3 ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands of Dollars, Except Share and Per Share Amounts)
JUNE 29, 1996 DECEMBER 30, 1995 ------------- ----------------- (Unaudited) ASSETS Current Assets Cash and Cash Equivalents $ 5,591 $ 1,471 Accounts and Notes Receivable (Less Allowance for Doubtful Accounts of $1,984 and $1,772) 45,254 42,218 Income Taxes Receivable 1,143 1,310 Inventories 58,951 52,951 Prepaid Expenses and Other 2,615 763 Deferred Income Taxes 951 919 Assets Held for Sale 5,472 5,462 Net Assets of Discontinued Operations 6,022 17,793 -------- -------- Total Current Assets 125,999 122,887 Property, Plant, and Equipment - Net 128,472 109,572 Intangible Asset - Pension 2,464 2,464 Goodwill 13,462 Other Assets 5,087 5,616 -------- -------- Total Assets $275,484 $240,539 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Current Maturities of Long-Term Debt $ 2,278 $ 206 Accounts Payable 29,528 26,901 Accrued Expenses 18,492 12,422 -------- -------- Total Current Liabilities 50,298 39,529 Long-Term Debt 141,163 110,758 Other Liabilities 14,195 13,791 Deferred Income Taxes 8,562 3,314 Commitments and Contingencies Minority Interest in Consolidated Subsidiary 17,968 Stockholders' Equity: Preferred Stock, par value $.01 per share; Authorized 3,000,000 shares; Issued 325,000 shares 3 Common Stock, par value $.10 per share; Authorized 20,000,000 shares; Issued 12,449,391 and 12,426,891 shares 1,250 1,243 Additional Paid-In Capital 23,655 17,293 Retained Earnings 48,461 46,505 -------- -------- Total 73,369 65,041 Less Treasury Stock, 2,086,517 and 1,861,912 shares at cost (10,349) (8,108) Less Minimum Pension Liability Adjustment, Net of Tax Benefit (1,754) (1,754) -------- -------- Stockholders' Equity 61,266 55,179 -------- -------- Total Liabilities and Stockholders' Equity $275,484 $240,539 ======== ========
See notes to condensed consolidated financial statements. 3 4 JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In Thousands of Dollars, Except Per Share Amounts)
FOR THE THREE FOR THE SIX MONTHS ENDED MONTHS ENDED JUNE 29, 1996 JUNE 30, 1995 JUNE 29, 1996 JUNE 30, 1995 ------------- ------------- ------------- ------------- Net Sales $ 81,743 $ 86,773 $ 165,773 $ 177,309 -------- -------- --------- -------- Costs and Expenses: Cost of Sales, excluding Depreciation and Amortization 67,510 71,368 136,267 143,913 Selling, General, and Administrative 6,577 6,845 13,130 13,537 Restructuring Charges - - 2,252 - Depreciation and Amortization 5,174 4,027 9,786 8,121 -------- -------- -------- -------- Total Costs and Expenses 79,261 82,240 161,435 165,571 -------- -------- -------- -------- Income from Operations 2,482 4,533 4,338 11,738 Other Expenses (Income): Interest Expense 2,885 2,041 5,187 4,160 Interest Income (116) (76) (139) (101) Other - Net (437) 1,489 (292) 1,623 -------- -------- -------- -------- Total Other Expenses 2,332 3,454 4,756 5,682 Equity in Earnings (Loss) of Equity Investments - 77 - (40) -------- -------- -------- -------- Income (Loss) from Continuing Operations Before Tax Provision, Minority Interest in Consolidated Subsidiary, and Extraordinary Item 150 1,156 (418) 6,016 Provision (Benefit) for Income Taxes 244 592 (403) 2,593 Income (Loss) of Minority Interest in Consolidated Subsidiary from Continuing Operations - (204) 1,200 (535) -------- -------- -------- -------- Income (Loss) from Continuing Operations (94) 360 1,185 2,888 DISCONTINUED OPERATIONS: Income from Discontinued Operations of Jupiter National (less applicable income taxes of $839 and $1,680 for the three months and $5,107 and $1,925 for the six months, respectively) net of minority interest in income of $0 and $982 for the three months and $1,083 and $1,165 for the six months, respectively 2,441 686 4,889 791 Loss on Disposal of Jupiter National, including provision of $300 for operating losses during phase- out period (less applicable income tax benefit of $2,801) - - (1,479) - -------- -------- -------- -------- Income from Discontinued Operations 2,441 686 3,410 791 -------- -------- -------- -------- EXTRAORDINARY ITEM, (less applicable income taxes of $323), - Loss on Early Extinguishment of Debt - - 527 - -------- -------- -------- -------- Net Income 2,347 1,046 4,068 3,679 Preferred Dividends 41 - 43 - ======== ======== ======== ======== Earnings Applicable to Common Stock $ 2,306 $ 1,046 $ 4,025 $ 3,679 ======== ======== ======== ========
4 5 JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)- CONTINUED (In Thousands of Dollars, Except Per Share Amounts)
FOR THE THREE FOR THE SIX MONTHS ENDED MONTHS ENDED JUNE 29, 1996 JUNE 30, 1995 JUNE 29, 1996 JUNE 30, 1995 ------------- ------------- ------------- ------------- Earnings (Loss) Per Share: Continuing Operations $ (.01) $ .03 $ .11 $ .27 Discontinued Operations .22 .07 .31 .07 Extraordinary Item - - (.05) - -------- ---------- ----------- -------- Total $ .21 $ .10 $ .37 $ .34 ======== ========== =========== ======== Dividends Per Share $ .10 $ .10 $ .20 $ .20 ======== ========== =========== ======== Weighted Average Number of Common and Common Equivalent Shares Outstanding 10,731 10,654 10,791 10,667 ======== ========== =========== ========
See notes to condensed consolidated financial statements. 5 6 JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In Thousands of Dollars)
FOR THE SIX MONTHS ENDED ------------------------------------- JUNE 29, 1996 JUNE 30, 1995 ----------------- ------------------ Cash Flows from Operating Activities: Net Income from Continuing Operations $ 1,185 $ 2,888 --------- --------- Adjustments to Reconcile Net Income from Continuing Operations to Net Cash from Operating Activities: Depreciation and Amortization 9,786 8,121 Provision for Bad Debts (19) 8 Undistributed Loss in Unconsolidated Affiliates 40 (Gain) Loss on Sales of Assets 86 (1) (Increase) Decrease - Assets: Accounts Receivable (5,312) (9,980) Inventories 2,506 10,295 Deferred Income Taxes 290 - Other Assets (1,234) (400) Increase (Decrease) - Liabilities: Accounts Payable 6,337 (1,232) Accrued Expenses 4,658 (117) Income Taxes Payable 1,734 (1,240) Deferred Income Taxes (709) Other Liabilities 413 2,483 (Loss) Income in Minority Interest of Consolidated Subsidiary (1,200) 535 Other - Net 52 --------- --------- Total Adjustments 18,045 7,855 --------- --------- Net Cash Provided by Continuing Operations 19,230 10,743 --------- --------- Discontinued Operations: Income from Discontinued Operations 4,889 791 Loss on Disposal of Discontinued Operations (1,479) - Cash Provided by Discontinued Operations 27,225 2,287 Items Not Affecting Cash, Net (16,106) (5,018) --------- --------- Net Cash Provided by Discontinued Operations 14,529 (1,940) --------- --------- Net Cash Provided by Operating Activities 33,759 8,803 --------- --------- Cash Flows From Investing Activities: Additions to Property, Plant, and Equipment (11,227) (15,630) Increase (Decrease) in Non-Operating Accounts Payable (4,261) 5,784 Purchase of Minority Interest in Jupiter National (37,693) - Purchase of T. J. Beall, Net of Cash Acquired 333 - Purchases of Investments (4,064) --------- --------- Net Cash Used In Investing Activities (52,848) (13,910) --------- ---------
6 7 JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - CONTINUED (In Thousands of Dollars)
FOR THE SIX MONTHS ENDED ------------ JUNE 29, 1996 JUNE 30, 1995 ------------- ------------- Cash Flows From Financing Activities: Principal Payments of Long-Term Debt (107,297) (4,065) Proceeds From Issuance of Long-Term Debt 148,795 13,138 Payments Under Line-of-Credit Agreements (18,000) (18,050) Borrowings Under Line-of-Credit Agreements 4,750 17,100 Purchase of Treasury Stock, at Cost (2,241) (180) Proceeds from Issuance of Common Stock 164 48 Extraordinary Item, Loss on Extinguishment of Debt (850) - Dividends Paid (2,112) (2,113) -------- ------- Net Cash Provided by Financing Activities 23,209 5,878 -------- ------- Net Increase in Cash and Cash Equivalents 4,120 771 Cash and Cash Equivalents, Beginning of Period 1,471 3,323 -------- ------- Cash and Cash Equivalents, End of Period $ 5,591 $ 4,094 ======== ======= Supplemental Disclosures of Cash Flow Information: Interest Paid $ 3,753 $ 4,911 Income Taxes Paid $ 3,143 $ 2,103
Supplemental Disclosures of Non Cash Investing Information: On March 25, 1996, The Company acquired T. J. Beall in exchange for 325,000 shares of preferred stock at a stated value of $10 per share. In connection with the March 28, 1996 acquisition of the Jupiter National, Inc. minority interest, The Company issued 410,514 incentive stock options and 99,816 non-qualified stock options with an aggregate value of $2,958,439 in exchange for certain Jupiter options having a similar value. See notes to condensed consolidated financial statements. 7 8 JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying condensed consolidated financial statements for the six months ended June 29, 1996 and June 30, 1995 are unaudited. The June 30, 1995 statements included the accounts of Johnston Industries, Inc. ("Johnston"), its wholly owned subsidiaries, Southern Phenix Textiles, Inc. ("Southern Phenix") and Opp and Micolas Mills, Inc. ("Opp and Micolas"), and its majority-owned subsidiary, Jupiter National, Inc. ("Jupiter") and Jupiter's wholly-owned subsidiaries, Wellington Sears Company ("Wellington") and Greater Washington Investments, Inc. ("GWI"). On April 3, 1996, after the acquisition by Johnston of the minority interest in Jupiter, Jupiter was merged into Opp and Micolas. At the close of business on June 29, 1996, the name of Opp and Micolas was changed to Johnston Industries Alabama, Inc. ("JI Alabama"). Southern Phenix and Wellington were merged into JI Alabama and Johnston Industries Composite Reinforcements, Inc. ("JICR" formerly Tech Tech Textiles, USA) and T. J. Beall Company ("TJB") became subsidiaries of JI Alabama. The June 29, 1996 statements include the accounts of Johnston, its direct wholly owned subsidiary, JI Alabama and its indirect wholly owned subsidiaries, JICR, TJB, and GWI (collectively, the "Company"). In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the results for the periods presented. Operating results for the quarter and six months ended June 29, 1996 are not necessarily indicative of the results that may be expected for the entire year. The condensed consolidated financial statements included herein should be read in conjunction with the financial statements and notes thereto included in the Company's Transition Report on Form 10-K for the period July 1, 1995 to December 30, 1995 and in the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 1996. Reference is made to the accounting policies of the Company described in the notes to consolidated financial statements included in the Company's Transition Report on Form 10-K for the period July 1, 1995 to December 30, 1995. 2. JUPITER NATIONAL Acquisition of Minority Interest On March 28, 1996, the Company consummated the acquisition of the remaining outstanding shares of Jupiter at a purchase price of $33.97 per share. Total purchase consideration was approximately $45,950,000 which included payments of $39,000,000 to stockholders, certain holders of options to purchase common stock and the assumption of certain Jupiter options by Johnston. Other acquisition costs included approximately $5,488,000 of merger related expenses paid by Jupiter less a reduction for Johnston equity-related deferred taxes of $1,432,000. The acquisition was accounted for under the purchase method of accounting as a "step acquisition" 8 9 resulting in a partial step-up in Jupiter's tangible assets. The Company recorded initial goodwill of $11,762,000 which is to be amortized over 20 years. The following represents the results of operations on a pro forma basis assuming Johnston had owned 100% of Jupiter as of January 1, 1995. This pro forma information is provided for information purposes only. Such pro forma information is based on historical information and is not necessarily indicative of the actual results that would have been achieved had Johnston purchased the additional shares of Jupiter on January 1, 1995, nor is it indicative of future results of operations:
Six Months Ended ---------------- June 29, 1996 June 30, 1995 ------------- ------------- Net Sales $165,773,000 $177,309,000 Earnings (Loss) from Continuing Operations (421,000) 2,888,000 Earnings (Loss) from Discontinued Operations 4,647,000 (811,000) Loss from Extraordinary Item (527,000) (527,000) ------------ ------------ Earnings Applicable to Common Stock $ 3,699,000 $ 1,550,000 ============ ============ Earnings (Loss) Per Share Continuing Operations $ (.04) $ .27 Discontinued Operations .43 .07 Extraordinary Item (.05) (.05) ------------ ------------ Total $ .34 $ .15 ============ ============
Discontinuance of the Venture Capital Segment The Company's management has made the decision to discontinue the venture capital investment segment of Jupiter's operations and plans to sell all portfolio investments within one year. The Company's consolidated financial statements have been modified to separate the discontinued operations from those operations which will continue. The net assets of the discontinued segment are reflected as a current asset on the condensed consolidated balance sheet. The financial statements for the prior periods have been restated in order to be on a comparable basis. Income before taxes from discontinued operations includes net realized and unrealized gains from investments of approximately $13,928,000 less interest expense and operating expenses. The gains from investments are mainly due to gains realized on the sale of the Company's investment in EMC Corporation, Viasoft, Fuisz and Zoll Medical during the six months ended June 29, 1996. The loss before income taxes for the disposal of the discontinued operations include a $4,830,000 provision for anticipated losses on disposal of the remaining portfolio investments and related debt as well as a $300,000 provision for future operating costs. 3. RESTRUCTURING CHARGES In February 1996, the Company announced that it was closing Wellington's Tarboro facility ("Tarboro") in an effort to realign and consolidate certain operations, concentrate capital resources on more profitable operations and better position itself to achieve its strategic corporate objectives. All activities related to the closing are expected to be completed within one year of the announcement. In December 1995, the Company recorded a write down of $6,532,000 for an impairment in the value of Tarboro's property, plant and equipment. During 9 10 the six months ended June 29, 1996, the Company recorded restructuring charges totaling $4,118,000 to cover anticipated losses including $1,619,000 related to write-downs of accounts receivable and inventory, $834,000 for severance costs and $1,665,000 for other costs related to the operation. Of these costs, $1,866,000, representing the minority interest (the portion of Wellington not owned by Johnston), has been recorded as part of the cost of acquiring Jupiter, with the remaining $2,252,000 recorded as an expense on the consolidated statement of income. The closing of the Tarboro facility will effect substantially all 171 employees with various job descriptions at the facility. Through June 29, 1996 approximately $456,000 have been charged to the reserves established for the closing. These costs included $174,000 related to severance costs and $282,000 related to other costs. 4. INVENTORIES Inventories consisted of the following at June 29, 1996 and December 30, 1995:
JUNE 29, 1996 DECEMBER 30, 1995 ------------- ----------------- Finished Goods $23,742,000 $22,982,000 Work-In Process 12,934,000 15,595,000 Raw Materials and Supplies 22,275,000 14,374,000 ----------- ----------- Total $58,951,000 $52,951,000 =========== ===========
5. LONG-TERM FINANCING AND SHORT-TERM BORROWINGS Long-term debt and short-term borrowings consisted of the following at June 29, 1996 and December 30, 1995:
JUNE 29, 1996 DECEMBER 30, 1995 ------------- ----------------- Johnston Industries, Inc. Lines of Credit Borrowings $ 0 $ 13,250,000 Term Loans 74,500,000 0 Revolving Credit Loans 67,174,000 45,000,000 Purchase Money Mortgage Debt 1,130,000 1,174,000 ------------ ------------ 142,804,000 59,424,000 Wellington Sears Company Revolving Credit Loan 0 27,471,000 Term Loan 0 18,594,000 Equipment Loans 0 4,806,000 Amounts Due Former Affiliates of Polylok 23,000 13,000 Other Debt 614,000 656,000 ------------ ------------ 637,000 51,540,000 ------------ ------------ Total 143,441,000 110,964,000 Less Current Maturities (2,278,000) (206,000) ------------ ------------ $141,163,000 $110,758,000 ============ ============
10 11 Johnston Industries, Inc. Credit Agreement On March 28, 1996, the Company signed a new credit agreement with a syndicate of banks (the "Credit Agreement") to provide aggregate loans of up to $160,000,000 to repay existing indebtedness, to provide funds used to acquire the remaining outstanding shares of the common stock of Jupiter and to finance working capital needs. The Credit Agreement provides for revolving credit loans (the "Revolver") of up to $80,000,000, a term loan for $40,000,000 ("Term Loan A") and a term loan for an additional $40,000,000 ("Term Loan B"). Borrowings under the Revolver and the Term Loan A mature on March 28, 2001 and Term Loan B matures on March 28, 2003. The term loans are repayable in quarterly installments starting in 1997. Covenants and Restrictions Under the terms of the Credit Agreement, substantially all assets are pledged as collateral for the borrowings under the Credit Agreement. The Credit Agreement requires the Company to maintain certain financial ratios and specified levels of tangible net worth. The Credit Agreement places a limit on the Company's level of capital expenditures and type of mergers or acquisitions. The Credit Agreement permits the Company to pay dividends on its Common Stock provided it is in compliance with various covenants and provisions contained therein, which among other things limit dividends and restrict investments to the lesser of (x) 20% of total assets of the Company, on a fully consolidated basis, as of the date of determination thereof, or (y) $5,000,000 for the period commencing on January 1, 1996 and ending on December 31, 1996 or (z) $5,000,000 plus 50% of cumulative consolidated net income for the period commencing January 1, 1997, minus 100% of cumulative consolidated net loss for the consolidated entities for such period, as calculated on a cumulative basis as of the end of each fiscal quarter of the consolidated entities with reference to the financial statements for such quarter. Prior to June 28, 1996, the Credit Agreement included a covenant which required the Company to maintain a minimum tangible net worth of $50 million. Such covenant was entered into by the parties based on certain assumptions with respect to the accounting treatment of the acquisition of Jupiter. In preparing its quarterly financial information, the Company made adjustments to its purchase accounting treatment of the Jupiter acquisition due to certain step acquisition accounting requirements. Such adjustments resulted in an increase in goodwill and a decrease in tangible net worth to $45.9 million. On June 28, 1996, the syndicate of banks amended the covenant to a minimum tangible net worth of $44 million and waived the event of non-compliance. As of June 29, 1996, the Company is in compliance with such covenant. 11 12 6. FINANCIAL INSTRUMENTS Interest Rate Swaps In order to minimize the Company's exposure to the uncertainty of floating interest rates, the Credit Agreement requires the Company to maintain interest rate protection agreements covering a minimum of 50% of the principal amount outstanding under the term loans, as long as these loans exceed an aggregate of $40 million. Under the Credit Agreement, the Company may elect to pay interest based on either the prime rate plus various margins or the LIBOR rate plus various margins. Effective June 7, 1996, the Company entered into interest rate swap agreements with several lenders whereby it exchanged its floating rate obligations under the Credit Agreement on $38 million notional principal amount for a fixed rate payment obligation of 6.705% for a term of three years, with an option to renew for an additional two years. Prior to the interest rate swap agreements, the Company was paying interest based on a floating rate of 5.535%, based on a three month LIBOR rate. Cotton Put Contracts Depending on the conditions within the cotton market, the Company may from time to time purchase cotton puts to reduce or eliminate the risk of price fluctuation for its operations using cotton as a raw material. During the quarter ended June 29, 1996, the Company executed two transactions in which it bought and sold cotton puts realizing a pre-tax profit of $626,000. The gains are included in Other-Net Income on the condensed consolidated statements of income. At June 29, 1996, the Company owned 900 cotton put contracts with a cost and fair value of approximately $270,000 and maturity dates of December 6, 1996. As sales contracts are completed, puts covering an analogous amount of raw cotton are to be sold. The value of puts owned will be adjusted to market value during the period such puts are outstanding. 7. EARNINGS PER SHARE Earnings per share for the six months ended June 29, 1996 and June 30, 1995 were calculated based on the weighted average number of shares of common and common equivalent shares outstanding during the periods. Preferred dividends were deducted from net income to compute earnings applicable to common stock. Additionally, earnings (loss) per share were computed for continuing operations, discontinued operations, and extraordinary item. 12 13 8. INCOME TAXES The provision for income taxes from continuing operations as computed under Financial Accounting Standards Board Standard No. 109, "Accounting for Income Taxes", is comprised of the following for the six months ended June 29, 1996 and June 30, 1995:
1996 1995 ---- ---- Federal: Current $ (569,000) $1,430,000 Deferred 52,000 859,000 ---------- ---------- (517,000) 2,289,000 State: Current 139,000 186,000 Deferred (25,000) 118,000 ---------- ---------- 114,000 304,000 Provision (benefit) for income taxes $ (403,000) $2,593,000 ========== ==========
The reconciliation of the Company's effective income tax rate to the Federal statutory rate from continuing operations of 34% for the six months ended June 29, 1996 and June 30, 1995 follows:
1996 1995 ---- ---- Federal income taxes at statutory rate $ (142,000) $2,045,000 State income taxes, net of Federal tax benefit 88,000 305,000 Equity in Income of Majority-Owned Subsidiary (508,000) 183,000 Amortization of Goodwill 55,000 Other - Net 104,000 60,000 ---------- ---------- $ (403,000) $2,593,000 ---------- ---------- Effective rate 96.4% 43.1% ========== ==========
The significant equity loss from continuing operations has distorted the 1996 effective rate which is usually comparable with the effective rate for the same period of the prior year. 9. COMMITMENTS AND CONTINGENCIES Former Steel Fabrication Operations In 1981, a subsidiary of the Company closed a steel fabricating facility in Pennsylvania which it had operated before its closing. The facility was purchased from the Company and again operated as a steel fabricating facility by the new owner for approximately two years and thereafter was purchased by the present owner who also operated it as a steel fabricating facility for about three years. Since that time, the facility has been closed. In February 1994, the operators of the facility filed a complaint in the United States District Court, Eastern District of Pennsylvania, Bethlehem Iron Works, Inc. and Steel Structures Corp. vs. Lewis 13 14 Industries, Inc., Charles P. Lewis and Johnston Industries, Inc. No. 94-CV-0752, against previous owners and operators of the facility, including the Company, claiming contamination by a former Johnston subsidiary which had operated at the facility before its close in 1981. The complaint seeks to hold predecessors in title and former operators at the site responsible for costs alleged to have been incurred to remediate the plant site by the present owners. Such costs are alleged to be $3.5 million, however, the Company disputes that such costs were incurred for response and believes that it has presented meritorious defenses against the imposition of such costs. A non-jury trial began in the United States District Court for the Eastern District of Pennsylvania on July 20, 1995 and was concluded on August 25, 1995. Post trial motions and briefs by all the parties have been filed. In June 1995, the Company established a reserve of $1,000,000 for costs which it believed could be incurred to resolve the dispute. Based upon subsequent events, including the trial and the discovery that certain co-defendants had no assets or had been through bankruptcy proceedings, and based upon the fact that the Court has not dismissed the plaintiff's claims, the Company's management determined to accrue an additional $1,000,000 in the three months ended December 30, 1995, thereby increasing the reserve to $2,000,000 as of December 30, 1995. Management continues to dispute the apportionment of any of these costs against the Company. The loss provision is included in Other-net in the Statement of Operations. In addition, the Company has established a reserve in the amount of $200,000 as an estimate of potential additional legal costs and other costs to be incurred subsequent to December 30, 1995, in connection with the defense of this matter. Although management believes that the accruals described above are reasonable based upon the available facts as of the respective balance sheet dates, and that the accrual as of June 29, 1996 is sufficient to cover the estimated costs of such matter, the ultimate outcome of the litigation cannot presently be determined. General The Company is periodically involved in legal proceedings arising out of the ordinary conduct of its business. Management does not expect that any of these legal proceedings or the legal proceedings discussed above, will have a material adverse effect on the Company's consolidated financial statements or consolidated results of operations. 14 15 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL Johnston Industries, Inc. ("Johnston") is a consolidated entity which includes its direct wholly owned operating subsidiary, Johnston Industries Alabama, Inc., and its indirect wholly owned subsidiaries, Johnston Industries Composite Reinforcements, Inc. ("JICR") (formerly Tech Textiles, USA), T.J. Beall Company ("TJB"), and Greater Washington Investments, Inc. ("GWI") (collectively, the "Company"). The June 30, 1995 consolidated financial statements included the accounts of Johnston, its wholly owned subsidiaries, Southern Phenix Textiles, Inc. ("Southern Phenix") and Opp and Micolas Mills, Inc. ("Opp and Micolas"), and its majority-owned subsidiary, Jupiter National, Inc. ("Jupiter") and Jupiter's wholly-owned subsidiaries, Wellington Sears Company ("Wellington") and Greater Washington Investments, Inc. ("GWI"), (collectively, the "Company"). On March 28, 1996, the Company acquired the outstanding minority interest in Jupiter for a total purchase consideration of $45,950,000 which included payments of $39,000,000 to stockholders. Thereafter, on April 3, 1996, Jupiter was merged into Opp and Micolas. At the close of business on June 29, 1996, the name of Opp and Micolas was changed to Johnston Industries Alabama, Inc. ("JI Alabama"), Southern Phenix and Wellington were merged into JI Alabama, and Johnston Industries Composite Reinforcements, Inc. ("JICR" formerly Tech Tech Textiles, USA) and T. J. Beall Company ("TJB") became subsidiaries of JI Alabama. Management's operating strategy calls for the divestiture of all non-textile investments, consisting primarily of the investment portfolio acquired in the merger, in order to allow management to focus its attention on the Company's core textile operations. Accordingly, all non-textile investments and operations are now held for disposition and the portfolio investment business is in the process of being marketed and sold. Through June 30, 1996, the Company had sold $33,456,000 of publicly traded portfolio investments. Such investment portfolio business has been classified as discontinued operations because such business formerly represented an operating segment of the Company. All prior period financial information has been restated in order to reflect Jupiter and GWI as discontinued operations. While no assurances can be given, management believes the acquisition of the minority interest in Jupiter, tactical acquisitions (such as TJB acquisition), the shutdown of Wellington's unprofitable Tarboro facility (discussed below), and the disposition of all non-textile operations, combined with continued implementation of the Company's core operating strategy of product innovation, capital investment, and aggressive marketing, will result in operational synergies and will enhance the Company's growth and performance potential. The effect of such operational synergies will, however, be realized over time. RESULTS OF OPERATIONS Results for the three months and six months ended June 29, 1996 improved from the transition period ended December 30, 1995, but declined as compared to the comparable periods ended June 30, 1995. Such results for the three months and six months ended June 29, 1996 reflected continued weakness in certain segments of the economy, which resulted in comparatively weak sales versus the prior quarterly period and slightly higher fixed costs as a percent of sales. The improvement compared to the transition period primarily reflected some stabilization of raw material costs. Results for the six months ended June 29, 1996 were also 15 16 adversely affected by restructuring charges in connection with the shut down of Wellington's Tarboro facility which were recorded in the quarter ended March 30, 1996. Net sales for the three months ended June 29, 1996 were $81,743,000 compared to $86,773,000 for the same period in the prior year. The decrease was mainly attributable to a net decline in sales. Sales declines of $6,936,000 and $2,094,000 for the Industrial and Home Products groups, respectively, were partially offset by sales gains of $1,470,000 and $1,944,000 in Upholstery/Furniture and Specialty Markets (see discussion of JICR below with respect to Specialty Markets). Net sales for the six months ended June 29, 1996 were $165,773,000 compared to $177,309,000 for the six months ended June 30, 1995. The underlying changes by fabric market group included declines in: Automotive - $1,368,000; Industrial - $11,194,000 and Apparel - $1,754,000 which were partially offset by gains in: Specialty Markets - $1,079,000. The decline in sales of Industrial fabrics resulted from weakness in demand for abrasives and the Company's decision to exit markets for duck and filtration fabrics which were produced at JI Alabama's Langdale Plant. The duck and these particular filtration fabrics were low margin products manufactured on looms with old fly shuttle technology. Exiting these markets is in keeping with management's core operating strategy of product innovation, and capital investment in state-of-the-art technology, and focus on higher margin markets. Discontinued production of these particular fabrics is not expected to have a material impact on the Company's operations at the Langdale facility. Consistent with the foregoing, sales of low margin Apparel fabrics continue to decline and now represent less than 2 1/2% of the Company's sales. The Company's management continues to de-emphasize fabrics and markets with low margins, such as duck and Apparel while focusing on expanding sales of the high margin products and designs in the decorative fabrics sector of the home furnishings markets. Specialty markets sales included, net sales of $2,407,000 and $4,729,000 for JICR were recorded respectively in the three months and six months ended June 29, 1996. Such latter period is reflective of the full consolidation of JICR into the Company's operations during the transition period ended December 30, 1995. At June 29, 1996, the sales backlog of the Company was approximately $ 73,964,000 compared to sales backlog of approximately $64,399,000 at December 30, 1995 and $63,254,000 at June 30, 1995. The backlog at June 29, 1996 includes approximately $12,914,000 for T.J. Beall which would not be reflected in the June and December 1995 amounts since these periods preceded the acquisition of T.J. Beall. Management believes the comparable decrease in sales backlog (after excluding the T.J. Beall backlog) is representative of continued softness in the markets served by the Company. Cost of sales decreased in the three months ended June 29, 1996 to $67,510,000 from $71,368,000 for the comparable 1995 period primarily as a result of decreased sales discussed above. Gross margin was approximately 17.4% for the three months ended June 29, 1996 compared to approximately 17.8% for the three months ended June 30, 1995 and was approximately 17.8% for the six months ended June 29, 1996 compared to approximately 18.8% for the six months ended June 30, 1995. This decrease was primarily the result of two factors. Decreased sales caused reduced productivity and utilization of plant and equipment and resulted in slightly lower margins. To a lesser degree, the price of raw materials used during the three and six months ended June 29, 1996 were slightly higher than the respective periods in 1995 but have stabilized relatively in comparison to the volatility experienced during mid-late year in 1995. The Company has generally been unable to pass such increased costs on to its customers. However, management continues to be encouraged by the improvement in gross margin during the three months and six months ended June 29, 1996 (17.4% and 17.8% respectively) versus the transition period ended December 30, 1995 gross margin of 14%. This approximate 4% increase is due to raw material costs (although still high) receding from their record levels in July 1995. Selling, general, and administrative expenses of $6,577,000 for the three months and $13,130,000 for the six months ended June 29, 1996 decreased by $268,000 and $407,000, respectively, compared to the same 16 17 periods in the prior year. While no assurances can be given, management believes that synergies expected to be achieved upon integration of Johnston and Jupiter operations will result in further reductions in selling, general, and administrative expenses. The full impact of the synergies and operational integration on selling, general, and administrative expenses is not expected to be completely realized until 1997. In February 1996, the Company announced that it was closing Wellington's Tarboro plant in an effort to realign and consolidate certain operations, concentrate capital resources on more profitable operations, and better position itself to achieve its strategic corporate objectives. As a result of closing this facility, the Company recorded a $6,532,000 non-recurring impairment charge during the transition period ended December 30, 1995 and a further $2,252,000 non-recurring restructuring charge to operations during the six months ended June 29, 1996. Through June 29, 1996, approximately $456,000 of costs have been charged to reserves established for closing of the Tarboro facility. (See Note 3 of the condensed consolidated financial statements for further discussion.) Depreciation and amortization expense for the three months ended June 29, 1996 increased $1,147,000 compared to the three months ended June 30, 1995 and depreciation and amortization expense increased $1,665,000 for the six months ended June 29, 1996 as compared to the six months ended June 30, 1995. The increased depreciation resulted from additional depreciation based on the Company's capital investment program to upgrade machinery and equipment to state-of-the-art levels, and to move into new, more profitable, markets and additional depreciation related to the Company's step-up in basis of property, plant, and equipment in connection with the Jupiter acquisition. Interest expense for the three months and six months ended June 29, 1996 was $2,885,000 and $5,187,000 reflecting increases of $844,000 and $1,027,000 respectively as compared to the three months and six months ended June 30, 1995. Such increases were reflective of higher average borrowings through the Company's credit facilities during the three months and six months ended June 29, 1996. The majority of the increased borrowings were deployed to complete the acquisition of the minority interest in Jupiter. The provision for income taxes was $244,000 for the three months ended June 29, 1996. The benefit for income taxes of $403,000 for the six months ended June 29, 1996 largely reflects a tax benefit related to the indirect majority owned subsidiary, Wellington, which was recorded during the first quarter of 1996. Conversely, for the three and six months ended June 30, 1995, the Company recorded income tax provisions of $592,000 and $6,016,000 respectively. The effective tax rates for the three and six months are 51.2% and 43.1% respectively due to the impact of the tax provision on equity investments. The income/loss on the minority interest in consolidated subsidiary from continuing operations reflects the minority shareholders' proportionate share in the earnings (losses) for the applicable periods of Wellington through March 28, 1996, the merger date. Only the proportionate interest in Wellington is applicable because Wellington represents the continuing textile operations of Jupiter. As discussed above, the portfolio investment business of Jupiter and GWI is in the process of being marketed and sold. Since this business formerly was treated as an operating segment, such operation has now been classified as a discontinued operation. Accordingly, the three months ended June 30, 1995 have been restated reflecting income from such discontinued operations of $686,000 net of taxes of $1,680,000 and minority interest in income of $982,000. Additionally, the six months ended June 30, 1995 have been restated reflecting income from such discontinued operations of $791,000 net of taxes of $1,925,000 and minority interest in income of $1,165,000. For the three months ended 17 18 June 29, 1996, income from the discontinued operations was $2,441,000 net of applicable taxes of $839,000 and for the six months ended June 29, 1996, income from discontinued operations was $4,889,000 net of income taxes of $5,107,000 and minority interest in income of $1,083,000. Income from discontinued operations is mainly reflective of gains on the sale of the Company's investment in EMC Corporation and Viasoft during the quarter ended March 30, 1996 and gains on the sale of Fuisz and Zoll Medical during the quarter ended June 29, 1996. During the quarter ended March 30, 1996, and in connection with the classification of the investment portfolio business as discontinued operations, the Company recorded a loss on disposal of Jupiter of $1,479,000 net of the applicable income tax benefit of $2,801,000. This loss is mainly reflective of the write-down of the remaining portfolio investments from the values previously established by Jupiter's Board of Directors. Such write-down was recorded to reduce the investments to their estimated fair value which is expected to be realized upon the sale of such investments within one year versus the value of these investments held on a long-term basis. MATERIAL CHANGES IN FINANCIAL CONDITION As a result of the merger of Jupiter into a subsidiary of Johnston, the Company has revalued certain Jupiter assets, mainly inventories and property, plant, and equipment. Due to Johnston's previous ownership interest in Jupiter, the acquisition of the remaining outstanding interest is accounted for as a "step acquisition" resulting in a partial step-up in Jupiter assets. The Company recorded such partial step-up in basis on such assets and has recorded goodwill of $11,762,000 which is to be amortized over 20 years. LIQUIDITY AND CAPITAL RESOURCES Working capital at June 29, 1996 was $75,701,000 representing a ratio of current assets to current liabilities of 2.5 to 1. On March 28, 1996, the Company signed a new credit agreement with a syndicate of banks (the "Credit Agreement") to provide aggregate loans of up to $160,000,000 to repay existing indebtedness, to provide funds used to acquire the remaining outstanding shares of the common stock of Jupiter and to finance working capital needs. The Credit Agreement provides for revolving credit loans (the "Revolver") of up to $80,000,000, a term loan for $40,000,000 ("Term Loan A") and a term loan for an additional $40,000,000 ("Term Loan B"). Borrowings under the Revolver and the Term Loan A mature on March 28, 2001 and Term Loan B matures on March 28, 2003. The term loans are repayable in quarterly installments starting in 1997. Under the terms of the Credit Agreement, substantially all assets are pledged as collateral for the borrowings under the Credit Agreement. The Credit Agreement requires the Company to maintain certain financial ratios and specified levels of tangible net worth. The Credit Agreement places a limit on the Company's level of capital expenditures and type of mergers or acquisitions. The Credit Agreement permits the Company to pay dividends on its Common Stock provided it is in compliance with various covenants and provisions contained therein, which among other things limit dividends and restrict investments to the lesser of (x) 20% of total assets of the Company, on a fully consolidated basis, as of the date of determination thereof, or (y) $5,000,000 for the period commencing on January 1, 1996 and ending on December 31, 1996 or (z) $5,000,000 plus 50% of cumulative consolidated net income for the period commencing January 1, 1997, minus 100% of cumulative consolidated net loss for the consolidated entities for such period, as calculated on a cumulative basis as of the end of each fiscal quarter of the consolidated entities with reference to the financial statements for such quarter. In March 1996, the Company borrowed $144,028,000 under these facilities and liquidated the Johnston line-of-credit and revolving credit loans and also the Wellington revolving credit loans, term loans, and 18 19 equipment loans. In connection with this refinancing, the Company wrote off deferred financing costs of $287,000 and paid a prepayment penalty of $563,000 on the early extinguishment of the Wellington loans. As a result, the Company recorded an extraordinary loss for the early extinguishment of debt of $527,000 net of applicable income taxes of $323,000. Prior to June 28, 1996, the Credit Agreement included a covenant which required the Company to maintain a minimum tangible net worth of $50 million. Such covenant was entered into by the parties based on certain assumptions with respect to the accounting treatment of the acquisition of Jupiter. In preparing its quarterly financial information, the Company made adjustments to its purchase accounting treatment of the Jupiter acquisition due to certain step acquisition accounting requirements. Such adjustments resulted in an increase in goodwill and a decrease in tangible net worth to $45.9 million. On June 28, 1996, the syndicate of banks amended the covenant to a minimum tangible net worth of $44 million and waived the event of non-compliance. As of June 29, 1996, the Company was in compliance with such covenant. Management believes that funds generated from operations and borrowings under the Credit Agreement (as described above) will be sufficient to meet the needs of the Company's current operations for at least the next 12 months. OTHER MATTERS The Company is involved in litigation. (See Item I - Legal Proceedings and Note 9 to condensed consolidated financial statements). The Company is periodically involved in legal proceedings arising out of the ordinary conduct of business. Management does not expect that they will have a material adverse effect on the Company's consolidated financial position or results of operations. RISKS AND UNCERTAINTIES Except for historical information contained herein, the matters set forth in this report are forward looking statements which are subject to certain risks and uncertainties that could cause actual results to differ materially from those in, or which could be expected based on, such forward looking statements. The Company's expectations regarding future sales and profits assume, among other things, reasonable continued growth in the general economy which affects demand for the Company's products, and reasonable stability in raw materials pricing, changes in which affect customer purchasing decisions as well as the Company's prices and margins. The costs and benefits of the Company's discontinuance of Jupiter and GWI portfolio investments and the Tarboro disposition may vary from the Company's expectations due to various factors such as: higher or lower than anticipated proceeds from the sale of assets; the extent of management's ability to control duplication of costs, inefficiencies and overhead during the period of phasing out operations; and the difficulties inherent in forecasting the operating results of an operating mode different from that which exists at the time the forecast is made. For a further discussion of risks and uncertainties associated with the Company's business, readers are referred to the cautionary statement set forth in Item 1 of the Company's annual report on Form 10-K for the transition period ended December 30, 1995, which cautionary statement is incorporated by reference herein. 19 20 JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS No reportable legal proceedings arose in the quarter ended June 29, 1996. There have been no material developments in the legal proceedings reported in the Company's Form 10-K for the Transition Period ended December 30, 1995. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 3.2(a) By-Laws of Johnston Industries, Inc. 3.2(b) Amendment to By-Laws of Johnston Industries, Inc. 3.2(c) Amendment to By-Laws of Johnston Industries, Inc. 11 Statements of Computation of Per Share Earnings 27.1 Financial Data Schedule (Filed Electronically) 27.2 Financial Data Schedule (Filed Electronically) (b) Reports on Form 8-K (I) None. 20 21 JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the undersigned has duly caused this report to be filed on its behalf by the undersigned hereto duly authorized. JOHNSTON INDUSTRIES, INC. Dated: August 13, 1996 By: /s/John W. Johnson ------------------ John W. Johnson Vice President Chief Financial Officer By: /s/John W. Johnson ------------------ John W. Johnson (Principal Accounting Officer) 21 EX-3.2(A) 2 BY-LAWS OF JOHNSTON INDUSTRIES, INC. 1 EXHIBIT 3.2(A) BY-LAWS OF JOHNSTON INDUSTRIES, INC. Section 1.1. Registered Office. The registered office of the Corporation shall be at 100 West Tenth Street, City of Wilmington, County of New Castle, State of Delaware, or at such other office as the Board of Directors may from time to time designate. Section 1.2. Principal Office. The principal office of the Corporation shall be at 30 Rockefeller Plaza, New York, New York 10020, or at such other office as the Board of Directors may from time to time designate. Section 1.3. The Other Offices. The Corporation may also establish and maintain such other offices, within and without the State of Delaware, as the Board of Directors may from time to time designate or as the business of the Corporation may require. STOCKHOLDERS Section 2.1. Place of Meetings of Stockholders. The meetings of the stockholders shall be held at such place or places, either within or without the State of Delaware, as may be fixed from time to time by the Board of Directors. Section 2.2. Annual Meeting of Stockholders. The Annual Meeting of the Stockholders for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held on the second Friday in November of each year, if not a legal holiday, and if that day be a legal holiday, then on the next succeeding business day, at 11:00 o'clock a.m., or at such other time and date as shall be fixed from time to time by the Board of Directors, and stated in the notice of the meeting. Section 2.3. Special Meeting of Stockholders. Special meeting of the stockholders for any purpose or purposes, unless otherwise prescribed by law, may be called by the Board of Directors or by the President or upon the written request (stating the purpose or purposes of the meeting) of the holders of at least 33 1/3% of the outstanding shares entitled to vote. Section 2.4. Fixing the Record Date. The Board of Directors may fix, in advance, a date as the record date for the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive any dividend or distribution or the allotment of any rights, or for the purpose of any other action. Section 2.5. Notice of Meetings of Stockholders; Waiver of Notice. Written notice of all meetings of stockholders shall be given to each stockholder entitled to vote at the meeting, except that it shall not be necessary to give notice to any stockholder who waives notice or to whom notice is not required as provided in Sections 9.2 and 9.4 of these By-Laws. Each notice shall be given personally or by mail not less than ten nor more than sixty days before the date of such meeting and shall state the place, date and hour of the meeting and, in the case of special meetings, the purpose or purposes for which the meeting is called. Section 2.6. Adjourned Meetings. The stockholders present in person or by proxy at any meeting of stockholders and entitled to vote thereat may adjourn the meeting despite the absence of a quorum. When a determination of stockholders entitled to notice of or to vote at any meeting of stockholders has been 2 made, such determination shall apply to any adjournment thereof unless the Board elects to fix a new record date for the adjourned meeting. Except as required by law, when the meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting at which a quorum is present any business may be transacted, which might have been transacted on the original date of the meeting. Section 2.7. List of Stockholders at Meeting. A list of stockholders as of the record date, prepared in accordance with Section 5.4 of these By-Laws, shall be produced and kept at every meeting of stockholders. Section 2.8. Quorum. A majority of the shares entitled to vote, present in person or represented by proxy, at any meeting of stockholders shall constitute a quorum, except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws. When a quorum is once present to constitute a meeting, it is not broken by the subsequent withdrawal of any stockholders. Section 2.9. Vote of Stockholders. Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, all matters coming before any meeting of stockholders other than the election of directors shall be decided by the affirmative vote of the majority of the shares present in person or by proxy and entitled to vote thereat. Directors shall be elected by a plurality of the votes of the shares present in person or by proxy and entitled to vote on the election of directors. Unless otherwise provided by the Certificate of Incorporation, each stockholder of record shall be entitled to one vote in person or by proxy for each share of the capital stock held by such stockholder and registered in his name on the books of the Corporation at the record date fixed for determining stockholders entitled to vote at such meeting. Section 2.10. Proxies. Each stockholder entitled to vote at any meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy. Every proxy shall be in writing subscribed by the stockholder or his duly authorized attorney-in-fact and shall be filed with the Secretary of the Corporation. Unless and until voted, every proxy shall be revocable at the pleasure of the person who executed it or of his legal representatives or assigns, except in those cases where an irrevocable proxy permitted by statute is given. No proxy shall be voted or acted upon after expiration of three years from the date thereof unless the proxy provides for a longer period. Section 2.11. Inspectors at Stockholders' Meeting. The Board of Directors, in advance of any meeting of stockholders, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the presiding officer may appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability. No candidate for the office of director shall be appointed as an inspector. Section 2.12. Action by Stockholders Without a Meeting. In addition to, and not in limitation of, the provisions of the General Corporation Law of the State of Delaware, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereat were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. 3 DIRECTORS Section 3.1. Powers of the Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors (sometimes hereinafter referred to as the "Board"). Section 3.2. Number, Election, Tenure and Qualifications of Directors. The Board of Directors shall consist of not less than three nor more than fifteen directors. The exact number of directors shall be fixed from time to time by resolution of the Board or by the stockholders, provided, however, that no decrease may shorten the term of any incumbent director. Each director shall hold office until his successor has been elected and qualified, unless he shall sooner resign, die or be removed as hereinafter provided. Section 3.3. Newly Created Directorships and Vacancies. Except as otherwise provided in the Certificate of Incorporation, newly created directorships resulting from an increase in the authorized number of directors and vacancies occurring in the Board through death, resignation, removal, disqualification or for any other reason may be filled by the vote of a majority of the directors then in office, although less than a quorum. Section 3.4. Resignations. Any director may resign at any time upon written notice to the Board or the Secretary. Section 3.5. Removal. Except as otherwise provided in the Certificate of Incorporation, the holders of a majority of the shares then entitled to vote at an election of directors may, at a special meeting for which notice specifying the intention to pass such resolution has been given, remove any or all of the directors with or without cause. Any director may be removed for cause by a majority vote of the whole Board. Section 3.6. Place and Time of Meetings of the Board. A regular meeting of each newly elected Board shall be held immediately following the Annual Meeting of Stockholders and at the place of such meeting, or as soon as practicable thereafter at such place as shall have been previously fixed for that purpose by resolution of the Board. Other regular meetings of the Board may be held at such times and places as the Board may from time to time determine or as may be specified in the notice of the meeting. Special meetings of the Board shall be held whenever called by order of the Board, by the President or by any of the directors, and at such place or places as may be fixed by the Board or specified in the notice of the meeting. Section 3.7. Notice of Meetings of the Board of Directors. Notice of regularly scheduled meetings of the Board of Directors need not be given. Unless notice is waived or not required as provided in Sections 9.3 and 9.4 of these By-Laws, notice of the time and place of every special meeting of the Board of Directors shall be given to each director by oral, telegraphic, telecopy or written notice at least one day before the meeting. Except as otherwise provided by law or by these By-Laws, any notice of meeting need not specify the purpose of the meeting. Notice of an adjourned meeting need not be given other than by announcement at the meeting at which the adjournment is taken. Section 3.8. Quorum. A majority of the directors then comprising the Board shall constitute a quorum for the transaction of business. If at any meeting of the Board there shall be less than a quorum present, a majority of the directors present may, without further notice, adjourn the meeting from time to time until a quorum is obtained. Section 3.9. Action of the Board of Directors. Except as otherwise provided in the Certificate of Incorporation or these By-Laws, the act or vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. 4 Section 3.10. Action by the Board and Committees Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting, if a written consent to such action is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or such committee. Section 3.11. Telephone Meetings. Any or all members of the Board or any committee of the Board may participate in a meeting of the Board or of the committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other. Participation by such means shall constitute presence in person at the meeting. Section 3.12. Compensation and Reimbursement of Directors. The Board may fix the compensation of directors for services in any capacity, and may allow directors a fixed sum and expenses of attendance, if any, for attendance at each directors' meeting. Members of committees may be allowed similar compensation and reimbursement for their services as such. No such payment shall preclude any director or committee member from serving the Corporation in any other capacity and receiving compensation therefor. Section 3.13. Executive Committee. The Board of Directors may, from time to time, by resolution passed by a majority of the whole Board, designate an Executive Committee consisting of three or more directors of the Corporation. The Executive Committee shall have and exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation except as otherwise provided in the resolution or by law, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such Committee shall serve at the pleasure of the Board, which shall have power at any time to change the members thereof, to fill vacancies therein and to discharge such committee, with or without cause. Section 3.14. Other Committees. The Board may, from time to time, by resolution passed by a majority of the whole Board, designate other committees, to serve at the Board's pleasure, with such powers and duties as the Board determines. Section 3.15. Committee Members. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Section 3.16. Reliance. A member of the Board of Directors, and a member of any committee thereof, shall be fully protected in relying on good faith upon the records of the Corporation or upon such information, opinion, reports, or statements presented to the Corporation by any of its officers and employees or committees of the Board, or by any other person as to matters the Board or committee member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. OFFICERS Section 4.1. Authorized Officers. The officers of the Corporation shall be a Chairman of the Board, a Vice-Chairman of the Board, a President, one or more Senior Vice-Presidents and Vice-Presidents (including an Executive Vice-President, if the Board so determines), a Treasurer and a Secretary. One person may hold more than one office, and if the same person holds both the office of Secretary and the office of Treasurer, he may be known as the Secretary-Treasurer. The Board may from time to time appoint such subordinate or assistant officers (including Assistant Secretaries and Assistant Treasurers), agents or employees, with such terms of office, powers and duties, as it may deem desirable, and may from 5 time to time authorize any officer or committee to appoint and remove such subordinate or assistant officers and prescribe their terms of office, powers and duties. Section 4.2. Election or Appointment and Term of Office. The officers of the Corporation, other than subordinate or assistant officers, shall be elected or appointed annually by the Board at its first meeting held after each Annual Meeting of Stockholders. Each officer shall hold office until his successor has been elected or appointed and qualified or until the office is declared vacant by the Board of Directors, unless he shall sooner die, resign or be removed as hereinafter provided. Section 4.3. Removal. Any officer of the Corporation elected or appointed by the Board or appointed by an officer or a committee may be removed, with or without cause, by the Board, or by the officer or committee upon whom the power to appoint the officer may have been conferred. Section 4.4. Resignation. Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein, and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective. Section 4.5. Vacancies. A vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board, or by any officer or committee upon whom the power to appoint persons to such office may have been conferred. Section 4.6. Security. The Board may require any officer, employee or agent to give security for the faithful performance of his duties. Such security may be in the form of a bond in such amount and form and with such surety or sureties as the Board may determine. Section 4.7. Compensation. The Board shall have power to fix the compensation of all officers of the Corporation. It may authorize any officer or committee upon whom the power to appoint subordinate or assistant officers may have been conferred to fix the compensation of such subordinate or assistant officers. Section 4.8. Chairman of the Board. The Chairman of the Board shall, when present, preside at all meetings of the stockholders and of the Board, and shall have such other powers and duties as the Board assigns to him from time to time. Section 4.9. Vice-Chairman. In the absence of the Chairman of the Board and the President, the Vice-Chairman shall preside at all meetings of the stockholders and of the Board, and he shall have such other powers and duties as the Board assigns to him from time to time. Section 4.10. President. The President shall be the chief executive officer of the Corporation and shall have such other powers and duties as the Board assigns to him from time to time. He shall, in the absence of the Chairman of the Board, preside at all meetings of the stockholders and of the Board. He may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board, certificates representing shares of the Corporation, and deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these By-Laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. Section 4.11. Vice-Presidents. Except as otherwise provided by these By-Laws, in the absence of the President or in the event of his death or inability to act, the Executive Vice-President and in his absence or disability the Senior Vice-President and in his absence or disability the Vice-President (or in the event there be more than one Senior Vice-President or Vice-President, in the respective orders designated at the time of their election, or in the absence of any designation, first the Senior Vice-Presidents and then the Vice-Presidents in the respective orders of their seniority) shall perform the duties of the President, and when so acting, shall have all the authority of and be subject to all the restrictions upon the President. Any Vice- 6 President may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board, certificates representing shares of the Corporation and shall perform such other duties as from time to time may be assigned to him by the President or by the Board. Section 4.12. Secretary. The Secretary shall record the minutes of the meetings of the stockholders, of the Board and of the Executive Committee in books provided for the purpose. He shall see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law. He shall be custodian of the corporate records and of the seal of the Corporation. He shall see that the corporate seal is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized, and when so affixed may attest the same. In general, he shall perform all duties incident to the office of Secretary, and such other duties as from time to time may be assigned to him by the President or by the Board. In the absence of the Secretary from any meeting, the minutes shall be recorded by the person appointed for that purpose by the presiding officer. Section 4.13. Treasurer. The Treasurer shall have charge and custody of the books and records of account of the Corporation. In general, he shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board. Section 4.14. Assistant Secretaries and Assistant Treasurers. The Assistant Secretary and Assistant Treasurer or, if there be more than one, the Assistant Secretaries and Assistant Treasurers in the order determined by the Board, shall, in the absence or disability of the Secretary or the Treasurer, perform the duties and exercise the powers of the Secretary and the Treasurer, respectively, and shall perform such other duties and have such other powers as from time to time may be assigned to them or any of them by the President or by the Board. SHARES AND STOCKHOLDERS Section 5.1. Certificates. Each stockholders shall be entitled to a certificate or certificates in a form to be approved by the Board, certifying the number of shares owned by him, signed by the Chairman or Vice Chairman of the Board or the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and sealed with the seal of the Corporation or a facsimile thereof. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. Section 5.2. Transfer of Shares. Transfer of record of shares of stock of the Corporation shall be made only on the books of the Corporation upon the surrender of the certificate representing the shares to be transferred properly endorsed and bearing the requisite amount of stock transfer stamps, if any, duly canceled. The Board of Directors may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of securities of the Corporation. Section 5.3. Lost, Mutilated or Destroyed Certificates. In case any certificate of stock is lost, stolen, mutilated or destroyed, the Board may authorize the issue of a new certificate in place thereof upon such terms and conditions as it may deem advisable. The Board may require satisfactory surety before issuing a new certificate to replace a certificate claimed to have been lost, stolen or destroyed. Section 5.4. Record of Stockholders. The Secretary of the Corporation, or the registrar or transfer agent appointed by the Board of Directors shall prepare, at least ten days prior to every meeting of stockholders, a complete list containing the names and addresses of all stockholders entitled to vote thereat, and the number of shares registered in the name of each such stockholder. Such list shall be open to inspection by any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to such meeting, at a place designated in the notice of such meeting or at 7 the place where the meeting is to be held. The Corporation shall be entitled to recognize the persons in whose names shares stand on the record of stockholders as the owners thereof for all purposes. INDEMNIFICATION Section 6.1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit, or proceeding, including an action or suit by or in the right of the Corporation, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or an officer of the Corporation or, while a director or officer is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, whether the basis of the Proceeding is alleged action in an official capacity as a director or an officer or in any other capacity while serving as a director or an officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but no amendment or repeal of any provision of law shall adversely affect any right to indemnification provided hereunder arising prior to such amendment or repeal) against all expenses, liability, and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith; provided, however, that in any action to enforce any indemnification right conferred by these By-Laws, the Corporation shall indemnify any such person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in these By-Laws is a contract right. Section 6.2. Authority to Advance Expenses. Expenses incurred (including attorneys' fees) by any person indemnified under these By-Laws in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding, provided, however, that if required by the Delaware General Corporation Law, as amended, such expenses shall be advanced only upon delivery to the Corporation of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in these By-Laws or otherwise. Section 6.3. Provisions Nonexclusive. The indemnification rights conferred on any person by these By-Laws shall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, agreement, vote of stockholders or act of the Board of Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Section 6.4. Authority to Insure. The Corporation may purchase and maintain insurance to protect itself and any person indemnified under these By-Laws or under any statute, provision of the Certificate of Incorporation, agreement, vote of stockholders or act of the Board of Directors or otherwise, against any liability, expense, or loss asserted against or incurred by such person, whether or not the Corporation would have the power to indemnify him against such liability, expense, or loss under applicable law or the provisions of these By-Laws. Section 6.5. Survival of Rights. The indemnification rights provided by these By-Laws shall continue as to a person who has ceased to be a director or an officer, and shall inure to the benefit of the heirs, executors, and administrators of such a person. Section 6.6. Effect of Amendment. Any amendment or repeal of the indemnification provisions of these By-Laws shall not adversely affect any right or protection of any director or officer existing at the time of such amendment or repeal. 8 Section 6.7. Authority to Enter into Indemnification Agreements. The Corporation may enter into indemnification agreements with the directors and officers of the Corporation and with employees and agents of the Corporation in any form authorized by resolution of the Board of Directors. FISCAL YEAR Section 7. The fiscal year of the Corporation shall end on June 30th of each year. SEAL Section 8. The Board shall provide a suitable seal having inscribed thereon the name of the Corporation, the year of incorporation and such other appropriate legend as may from time to time be determined by the Board. If deemed advisable by the Board, a duplicate seal or seals and facsimile seals may be provided and used for the necessary purposes of the Corporation. NOTICES Section 9.1. Manner of Written Notice. Whenever by law, the Certificate of Incorporation or these By-Laws written notice is required or permitted to be given to any stockholder, director, officer or member of a committee, such notice may be given by depositing same in a United States post office, letter box or chute, postage prepaid and addressed to such person at his or her address as the same appears on the records of the Corporation, and the time when the same shall be so deposited shall be deemed to be the time of the giving of such notice. Section 9.2. Waiver of Notice to Stockholders. Notice of a meeting need not be given to any stockholder who submits a signed waiver of notice in person or by proxy, whether before or after the meeting. The attendance of any stockholder at a meeting, in person or by proxy, except for the express purpose of objecting at the beginning of the meeting to the transaction of any business on the ground that the meeting is not lawfully called or convened, shall constitute a waiver of notice by him. A waiver of notice need not specify either the business to be transacted at, or the purpose of, any regular or special meeting of the stockholders. Section 9.3. Waiver of Notice to Directors. Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him. A waiver of notice need not specify either the business to be transacted at, or the purpose of, any regular or special meeting of the Board. Section 9.4. When Notice or Lapse of Time Unnecessary. Whenever by law, the Certificate of Incorporation or these By-Laws, the Corporation or the Board is authorized to take any action after notice to any person or persons, such action may be taken without notice to each person for whom notice is not, or no longer, required by law or if at any time before or after such action is completed the person, or in the case of a stockholder, his attorney-in-fact, submits a signed waiver of notice. AMENDMENT AND REPEAL Section 10.1. Mode of Amendment or Repeal. These By-Laws may be amended, repealed or new By-Laws adopted, by vote of a majority of the whole Board, or by the stockholders entitled to vote thereon at any annual meeting or special meeting of stockholders called for that purpose. EX-3.2(B) 3 AMENDMENT TO BY-LAWS 1 EXHIBIT 3.2(B) AMENDMENT TO BY-LAWS OF JOHNSTON INDUSTRIES, INC. BE IT RESOLVED that the Bylaws of the Corporation be, and they hereby are, amended to change the principal office of the Corporation from New York, New York to Columbus, Georgia, to change the fiscal year of the Corporation for all business purposes to a variable period ending on the Saturday nearest to December 31st of each year, and to provide that the annual shareholders meeting shall be held at such time as the directors shall determine from time to time, by deleting Sections 1.2, 2.2 and 7 of the Bylaws and inserting the following in lieu thereof: Section 1.2. Principal Office. The principal office of the Corporation shall be at 105 Thirteenth Street, Columbus, Georgia 31901 or at such other office as the Board of Directors may from time to time designate. Section 2.2. Annual Meeting of Stockholders. The Annual Meeting of the Stockholders for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held on the last Thursday in April of each year, if not a legal holiday, and if that day be a legal holiday, then on the next succeeding business day, at 11:00 a.m., or at such other time and date as shall be fixed from time to time by the Board of Directors, and stated in the notice of the meeting. Section 7. The fiscal year of the Corporation shall be a variable period ending on the Saturday nearest to December 31st of each year. EX-3.2(C) 4 AMENDMENT TO BY-LAWS 1 EXHIBIT 3.2(C) AMENDMENT TO BY-LAWS OF JOHNSTON INDUSTRIES, INC. BE IT RESOLVED that the Bylaws of the Corporation be, and they hereby are, amended to change the provisions relating to the positions of Chairman and President, by deleting Sections 4.8 and 4.10 of the Bylaws and inserting the following in lieu thereof: Section 4.8. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board (except the audit committee and committees responsible for executive compensation and benefits) and shall be Chairman of the Executive Committee. He shall be an executive officer but shall not have specific line responsibility or authority but be concerned with policy matters. He shall, to the extent he requests (either specifically or generally) be kept fully advised of all corporate activities and issues and his advice and counsel shall be sought by the President and Chief Executive Officer prior to any major or non-ordinary course decision but the authority of the President and Chief Executive Officer thereafter to make such decisions as he alone determines appropriate shall not be impaired. Section 4.10. President. The president shall also have the title Chief Executive Officer and shall have all such powers and duties as chief executive officers of corporations customarily have. He shall, to the extent the Chairman of the Board shall request (either specifically or generally), cause the Chairman to be kept fully advised of all corporate activities and issues and shall seek his advice and counsel prior to any major or non-ordinary course decision, but notwithstanding such advice and counsel, the sole decision-making authority shall remain with the President and Chief Executive Officer. EX-11 5 STATEMENT OF COMPUTATION OF PER SHARE EARNINGS 1 JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES EXHIBIT 11 - STATEMENT OF COMPUTATION OF PER SHARE EARNINGS The weighted average number of common and common share equivalents on a primary basis is as follows:
For the Three Months Ended For the Six Months Ended June 29, 1996 June 30, 1995 June 29, 1996 June 30, 1995 ------------- ------------- ------------- ------------- Weighted average common shares outstanding 10,355,135 10,563,356 10,463,192 10,564,389 Shares issued from assumed exercise of incentive stock options 265,001 -0- 242,859 -0- Shares issued from assumed exercise of nonqualified stock options(1) 110,950 90,773 85,361 102,643 ----------- ------------ ----------- ----------- Weighted average number of shares outstanding, as adjusted 10,731,086 10,654,129 10,791,412 10,667,032 =========== ============ =========== =========== Income (Loss) from Continuing Operations $ (94,000) $ 360,000 $ 1,185,000 $ 2,888,000 ----------- ------------ ----------- ----------- Income from Discontinued Operations 2,441,000 686,000 3,410,000 791,000 ----------- ------------ ----------- ----------- Extraordinary Loss -- -- 527,000 -- ----------- ------------ ----------- ----------- Net Income 2,347,000 1,046,000 4,068,000 3,679,000 Preferred Dividends 41,000 -- 43,000 -- ----------- ------------ ----------- ----------- Earnings Applicable to Common Stock $ 2,306,000 $ 1,046,000 4,025,000 3,679,000 =========== ============ =========== =========== Earnings (Loss) per share Continuing Operations $ (.01) $ .03 $ .11 $ .27 Discontinued Operations .22 .07 .31 .07 Extraordinary Item (.05) ----------- ------------ ----------- ----------- Total $ .21 $ .10 $ .37 $ .34 =========== ============ =========== ===========
(1) Shares issued from assumed exercise of options included the number of incremental shares which result from applying the "treasury stock method" for options. Note: Fully diluted earnings per share are not presented because the difference from primary earnings per share is insignificant for all periods presented. EX-27.1 6 FINANCIAL DATA SCHEDULE
5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES FINANCIAL STATEMENTS AS OF JUNE 29, 1996 AND FOR THE SIX MONTHS THEN ENDED IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6-MOS DEC-31-1996 JUN-29-1996 5,591,000 0 47,238,000 1,984,000 58,951,000 125,999,000 223,925,000 95,453,000 275,484,000 50,298,000 141,163,000 0 3,000 1,250,000 60,013,000 275,484,000 165,773,000 165,773,000 136,267,000 136,267,000 12,038,000 (19,000) 5,187,000 (418,000) (403,000) 1,185,000 3,410,000 527,000 0 4,068,000 .37 0
EX-27.2 7 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JOHNSTON INDUSTRIES, INC., AND SUBSIDIARIES FINANCIAL STATEMENTS AS OF JUNE 30, 1995 AND FOR THE SIX MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6-MOS DEC-31-1995 JUN-30-1995 4,094,000 0 44,352,000 1,113,000 46,224,000 110,685,000 190,879,000 79,076,000 232,402,000 43,573,000 83,560,000 0 0 1,243,000 62,184,000 232,402,000 177,309,000 177,309,000 143,913,000 143,913,000 8,121,000 8,000 4,160,000 6,016,000 2,593,000 2,888,000 791,000 0 0 3,679,000 .34 0
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