1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X// X / QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended AugustMay 31, 19961997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission file number 1-6675
THE ARLEN CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 13-2668657
------------------------ ------------------------------
State(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
505 Eighth Avenue, New York, New York 10018
- --------------------------------------- ---------------
Address(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 736-8100
Not Applicable
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section l3 or l5(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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common Stock, $1 par value - 30,770,30729,586,666 shares outstanding as of October 10,
1996August 15, 1997
1
2
THE ARLEN CORPORATION AND SUBSIDIARIES
INDEX
================================================================================
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated balance sheetsheets -- AugustMay 31, 1997 and 1996
(unaudited) 4
Consolidated balance sheet -- February 29, 1996
(unaudited)28, 1997 5
Consolidated statements of operations -- Six and
threeThree
months ended AugustMay 31, 19961997 and 19951996 (unaudited) 6
Consolidated statements of cash flows -- SixThree
months ended AugustMay 31, 19961997 and 19951996 (unaudited) 7-8
Notes to consolidated financial statements 9-10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11-12
PART II. OTHER INFORMATION 13
SIGNATURES 14
2
3
PART I - FINANCIAL INFORMATION
Item 1
Financial Statements
3
4
THE ARLEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
August 31, 1996
($000s Omitted)
(UNAUDITED)
- ---------------------------------------------------------------------------------------------------------------
May 31,
-------
ASSETS 1997 1996
---- ----
CURRENT ASSETS:
Cash and cash equivalents $ 149 $ 53
Note receivable - current portion,
net of unamortized discount of $75 960$15 and $95
in 1997 and 1996 907 911
--------- ---------
TOTAL CURRENT ASSETS 974916 964
PROPERTY AND EQUIPMENT, net 6151 66
OTHER ASSETS, including amounts due from
former subsidiaries (Note 3) 465177 469
NOTE RECEIVABLE, less current portion,
net of unamortized discount of $5 244$16 in 1996 -- 484
--------- ---------
TOTAL ASSETS $1,744$ 1,144 $ 1,983
========= =========
LIABILITIES AND CAPITAL DEFICIT
CURRENT LIABILITIES:
Notes payable $ 137 $ 137
Accrued interest payable (including $4 and $3 due to
related parties) 194parties in 1997 and 1996) 223 186
Accrued expenses, fees and other (Note 4) 7,2322) 7,208 7,078
Current portion of long-term obligations due
to related parties 285829 299
--------- ---------
TOTAL CURRENT LIABILITIES 7,8488,397 7,700
LONG-TERM OBLIGATIONS DUE TO RELATED PARTIES 549-- 554
AMOUNTS DUE TO RELATED PARTIES 128,726135,475 126,898
--------- ---------
TOTAL LIABILITIES 137,123143,872 135,152
COMMITMENTS AND CONTINGENCIES (Note 4)2)
CAPITAL DEFICIT (135,379)(142,728) (133,169)
--------- ---------
TOTAL LIABILITIES AND CAPITAL DEFICIT $1,744$ 1,144 $ 1,983
========= =========
See notes to consolidated financial statments.statements
4
5
THE ARLEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
February 29, 1996THE ARLEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
February 28, 1997
($000s Omitted)
(UNAUDITED)
- --------------------------------------------------------------------------------
ASSETS
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 104
Note receivable - current portion,
net of unamortized discount of $117 883$35 887
---------
TOTAL CURRENT ASSETS 893891
PROPERTY AND EQUIPMENT, net 7251
OTHER ASSETS, including amounts due from
former subsidiaries (Note 3) 469
NOTE RECEIVABLE, less current portion, net of
unamortized discount of $33 717181
---------
TOTAL ASSETS $ 2,1511,123
=========
LIABILITIES AND CAPITAL DEFICIT
CURRENT LIABILITIES:
Notes payable $ 137
Accrued interest payable (including $4 due to related parties) 179213
Accrued expenses, fees and other (Note 4) 7,0192) 7,013
Current portion of long-term obligations due to related parties 299829
---------
TOTAL CURRENT LIABILITIES 7,634
LONG-TERM OBLIGATIONS DUE TO RELATED PARTIES 5758,192
AMOUNTS DUE TO RELATED PARTIES 124,389133,143
---------
TOTAL LIABILITIES 132,598141,335
COMMITMENTS AND CONTINGENCIES (Note 4)2)
CAPITAL DEFICIT (130,447)(140,212)
---------
TOTAL LIABILITIES AND CAPITAL DEFICIT $2,151$ 1,123
=========
5
6
THE ARLEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
($000s Omitted)
(UNAUDITED)
- --------------------------------------------------------------------------------
Six months ended
Three months ended
AugustMay 31,
August 31,-------
1997 1996 1995 1996 1995
---- ----
---- ----
GENERAL & ADMINISTRATIVE
EXPENSES $ (581) $ (539) $ (301) $ (279) (280)
OTHER (EXPENSES) INCOME:
Interest expense net (including amounts due
to related parties of $4,272$2,682 in
1997 and $1,799$2,509 in 1996 and $4,898 and $2,450 in 1995) (4,495) (5,101) (1,909) (2,551)1996) (2,696) (2,586)
Interest income 370 --
Other income, net 89 144
- - -
-------- -------- -------- ---------
Loss from continuing operations
before discontinued operations (4,932) (5,640) (2,210) (2,830)
DISCONTINUED OPERATIONS:
Income from discontinued operations (Note 2) - 2,769 - 1,425
-------- -------- -------- --------------- -------
Net loss $(4,932) $(2,871) $(2,210) $(1,405)
======== ======== ======== ========($2,516) ($2,722)
======= =======
LOSS PER COMMON SHARE FROM
CONTINUED OPERATIONS $ (0.15) $ (0.18) $ (0.07) $ (0.09)
INCOME PER COMMON SHARE FROM
DISCONTINUED OPERATIONS (Note 2) - 0.09 - 0.05
-------- -------- -------- ---------
LOSS PER COMMON SHARE $ (0.15) $ (0.09) $ (0.07) $ (0.04)
======== ======== ======== =========($ 0.08) ($ 0.08)
======= =======
See notes to consolidated financial statements
6
7
THE ARLEN CORPORATION AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
($000s Omitted)
(UNAUDITED)
- --------------------------------------------------------------------------------
Six
Three months ended
AugustMay 31,
-------
1997 1996
---- ----
1996 1995
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($4,932)2,516) ($2,871)
--------- ---------2,722)
------- -------
Adjustments to reconcile net loss to cash (used) provided by operating
activities:
Depreciation and amortization 11 2886 6
Amortization on note discount (70) -
Provisions for losses on accounts
receivable - (457)(20) (36)
Increase in amountsaccrued interest due related parties
in exchange for interest 5,040 4,7352,682 2,509
Changes in assets and liabilities
(Increase) decrease in assets:
Accounts receivable - (195)
Inventories - (758)
Other current assets - (348)
Other assets 4 (100)--
Increase (decrease) in liabilities:
Accounts payable - 36
Accrued interest payable 15 150
Accrued state income taxes - 4510 7
Accrued other liabilities 213 328
--------- ---------195 59
------- -------
Total adjustments 5,213 3,724
--------- ---------2,877 2,545
------- -------
Net cash (used) provided by operating activities 281 853
--------- ---------361 (177)
------- -------
See notes to consolidated financial statements
7
8
THE ARLEN CORPORATION AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
($000s Omitted)
(UNAUDITED)
(Continued)
- --------------------------------------------------------------------------------
Six
Three months ended
AugustMay 31,
-------
1997 1996 1995
---- ----
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in certificates of deposit - (6)
Investment in capital assets - (233)
Acquisition of new automotive aftermarket
business, net of cash acquired - (54)
-------- ---------
Net cash used in investing activities - (293)
-------- ---------property and equipment (6) --
----- -----
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds on notes receivable 466 -
Payments on revolving credit line - (13,424)
Proceeds from revolving credit line - 13,882
Payment on amounts due to dated papers (703) -
Principal payments on short-term borrowings - (455)-- 241
Principal payments on long-term borrowings (40) (320)
-------- ----------- (21)
Payments on debt to related parties (350) --
----- -----
Net cash provided by financing activities (277) (317)
-------- ---------(350) 220
----- -----
NET INCREASE IN CASH AND
CASH EQUIVALENTS 4 2435 43
CASH AND CASH EQUIVALENTS, at
February 29,28, 1997 and 1996 and 19954 10
1,192
LESS CASH INCLUDED IN CURRENT ASSETS
OF DISCONTINUED OPERATIONS - (1,422)
-------- -------------- -----
CASH AND CASH EQUIVALENTS, at
AugustMay 31, 1997 and 1996 and 1995 $ 149 $ 13
======== =========53
===== =====
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the sixthree months ended
AugustMay 31, 19961997 and 19951996 for interest $ 707350 $ 262
======= =========4
===== =====
See notes to consolidated financial statements
8
9
THE ARLEN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(August(May 31, 1996)
================================================================================1997)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of The
Arlen Corporation (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information in
accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, the financial statements do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six months ended AugustMay 31, 19961997 are not
necessarily indicative of the results that may be expected for the fiscal year
ending February 28, 1997.1998. For further information, reference is made to the
Company's Consolidated Financial Statements and Notes to Consolidated Financial
Statements included in the Company's Annual Report on Form 10-K for the fiscal
year ended February 29, 1996.28, 1997.
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
The accompanying unaudited consolidated financial statements of the
Company have been prepared on the basis that the Company will continue as a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. At AugustMay 31, 1996,1997, the Company
had a working capital deficiency of $6,874,000$7,481,000 and a capital deficit of
$135,379,000.$142,728,000. Currently, the Company has no operations (see Note 2)
but intends to seekmeets its operating expenses with the fees
generated by a subsidiary for participation in mortgage financing activities and
the proceeds of a $2,000,000 promissory note received in connection with the
February 1996 disposition of its operating subsidiaries. The Company is seeking
new business opportunities, though there can be no assurance that it will be
successful in achieving this objective.
NOTE 2 - DISCONTINUED OPERATIONS
The operations of the Company's former operating subsidiaries, which
ceased to be owned by the Company on February 6, 1996, have been reclassified as
discontinued operations.
9
10
\ THE ARLEN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(August(May 31, 1996)
================================================================================1997)
NOTE 3 - OTHER ASSETS
Other assets include amounts due from former subsidiaries (see Note 2)
and certain non-negotiable promissory notes (the "Mortgage Notes") assumed by
related parties. Due to the uncertainty of the timing of the collection of
interest on the Mortgage Notes, for financial statement purposes the Company
will record interest income from the Mortgage Notes when received.
NOTE 42 - COMMITMENTS AND CONTINGENCIES
The Company is the sponsor of a defined benefit pension plan (the
"Plan") which was frozen in 1981. The actuarial valuation of the Plan as of
March 1, 1991 (the latest Plan valuation) indicatesindicated the unfunded actuarial
accrued liability was approximately $850,000.
In July 1995, the Company received from the District Director ofNovember 1996, the United States Internal Revenue Service (the
"IRS") an examination report with
respect togranted the Plan. In such report, the IRS asserted that a payment of
$6,726,613 is required in order to cure the Plan's accumulated funding
deficiencyCompany's request for prior years and pay excise taxes and penalties arising therefrom.
Based upon discussions with the IRS following receipt of the examination report,
the Company believes that it will be able to obtain a waiver of the minimum funding
standard for the plan year ended February 29, 1996, conditioned upon (1) eight
quarterly payments by the Company to the Plan of $33,000 each beginning with
the calendar quarter ended December 31, 1996 and (2) a substantial
portioncredit balance equal to
the unamortized balance of the taxes and penalties claimedwaiver (estimated to be due and to settle the remaining
deficiency, through installment payments over a number of years, for an
aggregate amount approximating the $850,000 provision already reflectedapproximately $175,000)
being maintained in the Company's balance sheet (included in accrued expenses, fees and other).
Accordingly,Plan's funding standard account for each plan year
commencing on or after March 1, 1997.
After giving effect to the waiver granted by the IRS, management
believes that it has adequately provided in the Company's balance sheet (in
accrued expenses, fees and other) for thisthe Plan's unfunded accrued liability. If
the conditions described above are not satisfied, the waiver could be declared
null and void.
NOTE 53 - LOSS PER COMMON SHARE
Loss per common share is computed by dividing the net loss, after
giving effect to dividends on preferred stock, by the weighted average number of
common shares and common share equivalents outstanding during each period.
Convertible securities that are deemed to be common share equivalents are
assumed to have been converted at the beginning of each period. The Company's
common share equivalents and convertible issues were anti-dilutive at AugustMay 31,
19961997 and 19951996 and, therefore, were not included in the loss per share
computations for these periods. The weighted average number of shares used to
compute per share amounts was 32,690,00031,587,000 for the six and three-month periodsperiod ended AugustMay
31, 19961997 and 31,690,000 for the six and three-month periodsperiod ended AugustMay 31, 1995,1996, inclusive
of Class B shares.
10
11
ItemITEM 2
Management's Discussion and Analysis of Financial Condition and Results
of OperationsMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
11
12
THE ARLEN CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL POSITIONCONDITION AND RESULTS OF OPERATIONS
(August(May 31, 1996)
================================================================================1997)
The following discussion and analysis should be read in conjunction
with the Company's unaudited Consolidated Financial Statements and Notes to
Consolidated Financial Statements included in Item 1 of Part I of this Report:
LIQUIDITY AND CAPITAL RESOURCES
Prior to the disposition of the Company's former subsidiaries on
February 6, 1996, the ability of the Company to continue as a going concern was
threatened by the liquidity crises facing the Company from an unsatisfied
judgment, additional pending litigation and the rapidly-approaching July 31,
1997 maturity date of the amounts due to related parties (the "Arlen Notes").
These near-term threats to the Company's continued existence have been virtually
eliminated through the discharge of the unsatisfied judgment, the termination of
the pending litigation and the extension of the maturity date of the Arlen Notes
to December 28, 2033. Moreover, theThe cash flow which the Company expects to
receivereceives from the $2,000,000 promissory
note receivable (the "Note Receivable") reflected onacquired in connection with the Company's balance sheet at August 31,February 1996 includeddisposition of its operating
subsidiaries and the fee income generated from a subsidiary's participation in
Item 1 of Part I of this
Report should enablemortgage financing activities have enabled the Company to meet its anticipatedcurrent cash
requirements throughand are believed to be adequate to enable the current fiscal year and into fiscal 1998.
Although the Company's balance sheet at August 31, 1996 continuesCompany to include the Arlen Notes as substantial liabilities (accounting for
$128,726,000 of the Company's total liabilities of $137,123,000) and although
the Arlen Notes will continue to accrue substantial interest expense which,avoid any
serious cash flow shortages in the absence of significant income from new operations, will produce continuing
net losses and add to the increasing shareholders' deficit (such deficit at
August 31, 1996 being $135,379,000), the extension to December 28, 2033 in the
maturity date of the Arlen Notes and the virtual elimination of the default
provisions relating thereto create the practical reality that the Arlen Notes
should not pose a threat to the continued existence of the Company for many
years.
Assuming that the Company is able to (a) satisfy or settle an
outstanding judgment for $172,000 (plus interest from 1988) which is the subject
of pending execution proceedings and (b) settle or otherwise resolve the claim
asserted by the IRS (see Note 4 of the Notes to Consolidated Financial
Statements included in Item 1 of Part I of this Report), management believes
that the most serious threat to the Company's continued existence would be its
inability to acquire new business operations or to otherwise generate cash flow
prior to its receipt of the final payments due under the Note Receivable.near term.
RESULTS OF OPERATIONS
The Company's net losses for the six and three-month periods ended AugustMay 31,
1997 and 1996 representing increases of 71% and 57%, respectively, over the
net losses for the comparable periods of the prior fiscal year, reflect
primarily the absence in the current fiscal year of any incomeresult almost entirely from the Company's discontinued operations.interest accrual attributable to
the indebtedness owed to related parties.
12
13
PART II - OTHER INFORMATION
Not Applicable
13
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE ARLEN CORPORATION
(Registrant)
By: /s/ Allan J. Marrus
-------------------------------------
Allan J. Marrus, President
Date: October 11, 1996September 2, 1997
By: /s/ David S. ChaikenStanley Garber
-------------------------------------
David S. Chaiken,Stanley Garber, Treasurer
Date: October 11, 1996September 2, 1997
14 15
EXHIBIT INDEX
Exhibit No. Description
27 Financial Data Schedule