SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) - July 12, 1996
PSC Inc.
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(Exact name of Registrant as Specified in its Charter)
New York
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(State or other jurisdiction of Incorporation)
0-9919 16-0969362
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(Commission File Number) (IRS Employer Identification No.)
675 Basket Road, Webster, New York 14580
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(Address of Principal Executive Offices)
(716) 265-1600
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(Registrant's Telephone Number, including Area Code)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Pro Forma financial information.
See enclosed Pro Forma Consolidated Financial Data (Unaudited).
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 hereunto duly authorized.
PSC Inc.
Registrant)
Date: September 26, 1996 By: /s/ William J. Woodard
William J. Woodard
Vice President, Finance & Treasurer
Date: September 26, 1996 By: /s/ Scott D. Deverell
Scott D. Deverell
Controller
PRO FORMA CONSOLIDATED FINANCIAL DATA
(UNAUDITED)
The following pro forma financial data of PSC Inc.(the Company) consists of (i)
a pro forma consolidated balance sheet as of June 30, 1996, (ii) a pro forma
consolidated statement of operations for the year ended December 31, 1995 and
(iii) a pro forma consolidated statement of operations for the six months ended
June 30, 1996, collectively the pro forma statements.
The pro forma balance sheet as of June 30, 1996 combines the balance sheet of
the Company as of June 30, 1996 and the balance sheet of the Data Capture Group
of Spectra-Physics AB (Spectra) as of June 30, 1996 as adjusted for the
acquisition on July 12, 1996 by the Company of certain of the assets and
liabilities of Spectra. The pro forma balance sheet is presented as if the
acquisition was consummated on June 30, 1996.
The unaudited pro forma consolidated statement of operations combines the
historical consolidated statement of operations of the Company for the year
ended December 31, 1995 and for the six months ended June 30, 1996 and the
consolidated statement of operations of the Spectra for the year ended December
31, 1995 and for the six months ended June 30, 1996, as adjusted for the
acquisition on July 12, 1996 by the Company of certain of the assets and
liabilities of Spectra. The pro forma statement of operations is presented as if
the acquisition was consummated on January 1, 1995.
The pro forma statements should be read in conjunction with the separate
historical financial statements of Spectra and related notes, included herein
and the historical consolidated financial statements of the Company, the related
notes and Management's Discussion and Analysis of Financial Condition and
Results of Operations for the year ended December 31, 1995. The pro forma
statements are based upon currently available information and upon certain
assumptions that the Company believes are reasonable under the circumstances.
The pro forma statements do not purport to represent what the Company's
financial position or results of operations would actually have been if the
acquisition of Spectra had occurred at the beginning of the period indicated or
project the Company's financial position or results of operations at any future
date or for any future period.
The Data Capture Group of Spectra-Physics AB
Combined Statement of Operations
(Unaudited) - (in thousands)
Six Months Ended
June 30
---------------------
1996 1995
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Net Sales ........................................... $ 60,953 $ 47,182
Cost of Sales ....................................... 33,451 29,531
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Gross Profit .................................. 27,502 17,651
Operating Expenses:
Engineering, Research & Development ........... 4,328 3,621
Selling, General and Administrative ........... 11,672 9,279
Amortization of Acquisition
Related Intangibles ......................... 315 12,032
Write-off of In-process Technology ............ 464 0
Corporate Overhead Allocation ................. 0 163
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Income from operations ........................ 10,723 (7,444)
Interest and other income/(expense), net ............ 32 (481)
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Income/(Loss) before provision for
(benefit from) income taxes ................ 10,755 (7,925)
Income Tax Provision (Benefit) ...................... 4,087 (3,012)
-------- --------
Net Income .......................................... $ 6,668 ($ 4,913)
======== ========
Notes:
The accompanying consolidated financial statements have been prepared by the
Data Capture Group of Spectra-Physics AB without audit. In the opinion of
management, these financial statements include all adjustments necessary to
present fairly the Data Capture Group of Spectra-Physics AB's financial position
as of June 30, 1996, and the results of operations for the six months ended June
30, 1996 and 1995. The results of operations for the six months ended June 30,
1996 are not necessarily indicative of the results to be expected for the full
year.
Certain information and disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted. The accompanying financial statements should be read in
conjunction with the financial statements and notes thereto included elsewhere
in this report.
PSC Inc. and Subsidiaries
and The Data Capture Group of Spectra-Physics AB
1995 Fiscal Year Pro Forma Consolidated Statement of Operations
(Unaudited) - (in thousands, except per share data)
Pro Forma
Adjustments
for the
Company Spectra Acquisition Consolidated
--------- --------- --------- ----------
Net Sales ....................... $87,516 $101,627 0 $189,143
Cost of Sales ................... 50,634 60,188 0 110,822
--------- --------- --------- ----------
Gross Profit ............... 36,882 41,439 0 78,321
Operating
Expenses:
Engineering, Research &
Development ................ 4,962 7,856 0 12,818
Selling, General and
Administrative ............. 23,901 20,415 0 44,316
Amortization of Acquisition
Related Intangibles ........ 0 18,249 (12,162)1 6,087
Write-off of In-process
Technology .............. 0 863 60,100 2 60,963
Corporate Overhead
Allocation ................ 0 327 (327)3 0
--------- --------- --------- ----------
Income/(Loss) from
operations ................ 8,019 (6,271) (47,611) (45,863)
Interest and other
income/(expense), net .......... 676 (1,483) (11,528)4 (12,335)
--------- --------- --------- ----------
Income/(Loss) before
provision for (benefit from)
income taxes............. 8,695 (7,754) (59,139) (58,198)
Income Tax Provision/(Benefit).. 3,246 2,025 (20,699)5 (15,428)
--------- --------- --------- ----------
Net Income (Loss) .............. $5,449 ($9,779) ($38,440) ($42,770)
========= ========= ========= ==========
Net Income (Loss) per Common and
Common Equivalent Share .... $0.54 0 0 ($3.81)
Weighted Average Number of
Common and Common Equivalent
Shares Outstanding ............. 10,013 0 0 11,216
Notes to Unaudited Pro Forma Statement of Operations
- ----------------------------------------------------
1 Reflects the elimination of Spectra-Physics' amortization of acquisition
related intangibles of $18,048 and reflects the increase in amortization
expense of $5,886 relating to the Spectra-Physics' acquisition. The
intangible asset has been recorded at its estimated fair market value and
amortized using the Company's amortization method over 10 years, the
current estimated useful life.
2 Reflects the elimination of acquired in-process R&D costs written off at
the date of acquisition.
3 Reflects the elimination of Spectra-Physics' corporate overhead allocation
of $327.
4 Reflects the elimination of Spectra-Physics' interest expense of $302 and
reflects the increase in interest expense of $11,830 relating to the debt
incurred to finance the Spectra-Physics' acquisition. Interest expense was
calculated using an assumed average interest rate of 9.4% per annum.
5 Reflects the additional tax expense calculated using a combined federal and
state income tax rate of 35%.
PSC Inc. and Subsidiaries
and The Data Capture Group of Spectra-Physics AB
Six Months Ended June 30, 1996 Pro Forma Consolidated Statement of Operations
(Unaudited) - (in thousands, except per share data)
Pro Forma
Adjustments
for the
Company Spectra Acquisition Consolidated
--------- -------- ---------- ----------
Net Sales ........................ $43,551 $60,953 0 $104,504
Cost of Sales .................... 25,831 33,451 0 59,282
--------- -------- ---------- ----------
Gross Profit ............... 17,720 27,502 0 45,222
Operating Expenses:
Engineering, Research &
Development ................ 3,391 4,328 0 7,719
Selling, General and
Administrative ............. 13,472 11,672 0 25,144
Amortization of Acquisition
Related Intangibles ........ 0 315 2,335 1 2,650
Write-off of In-process
Technology ................. 0 464 0 464
--------- -------- ---------- ----------
Income from operations ..... 857 10,723 (2,335) 9,245
Interest and other
income/(expense), net ............ 169 32 (5,962) 2 (5,761)
--------- -------- ---------- ----------
Income/(Loss) before
provision for (benefit
from) income taxes ..... 1,026 10,755 (8,297) 3,484
Income Tax Provision (Benefit) ... 380 4,087 (3,153) 3 1,314
--------- -------- ---------- ----------
Net Income ....................... $646 $6,668 ($5,144) $2,170
========= ======== ========== ==========
Net Income per Common and Common
Equivalent Share ........... 0.06 0 0 0.19
Weighted Average Number of Common
and Common Equivalent Shares
Outstanding ................ 10,412 0 0 11,440
Notes to Unaudited Pro Forma Statement of Operations
- ----------------------------------------------------
1 Reflects the elimination of Spectra-Physics' amortization of acquisition
related intangibles of $608 and reflects the increase in amortization
expense of $2,943 relating to the Spectra-Physics' acquisition. The
intangible asset has been recorded at its estimated fair market value and
amortized using the Company's amortization method over 10 years, the
current estimated useful life.
2 Reflects the elimination of Spectra-Physics' interest income of $296 and
reflects the increase in interest expense of $5,666 relating to the debt
incurred to finance the Spectra-Physics' acquisition. Interest expense
was calculated using an assumed average interest rate of 9.4% per annum.
3 Reflects the additional tax expense calculated using a combined federal
and state income tax rate of 38%.
PSC Inc. and Subsidiaries
and The Data Capture Group of Spectra-Physics AB
June 30, 1996 Pro Forma Consolidated Balance Sheet
(Unaudited) - (in thousands, except per share data)
Pro Forma
Adjustments
for the
Company Spectra Acquisition Consolidated
------- ------- ----------- ------------
ASSETS
CURRENT ASSETS
Cash and short-term investments
Accounts ........................ $ 8,782 $ 0 $ (5,010) 1 $ 3,772
Accounts receivable, net......... 15,213 15,781 0 30,994
Inventories, net ................ 12,320 8,672 0 20,992
Prepaid expenses and other ...... 2,633 1,879 (2,028) 1 2,484
---------- ------------ ---------- ----------
TOTAL CURRENT ASSETS ......... 38,948 26,332 (7,038) 58,242
PROPERTY, PLANT AND EQUIPMENT, net.. 21,772 15,487 0 37,259
DEFERRED TAX ASSETS ................ 1,410 0 21,035 8 22,445
INTANGIBLE AND OTHER ASSETS, net ... 10,888 2,850 58,859 2 72,597
---------- ------------ -------- ----------
TOTAL ASSETS ....................... $ 73,018 $ 44,669 $ 72,856 $ 190,543
========== ============ ========= ==========
LIABILITIES AND SHAREHOLDERS'
EQUITY
CURRENT LIABILITIES
Current portion of long-term
debt ........................... $ 141 $ 0 $ 5,125 3 $ 5,266
Accounts payable ............... 10,478 5,831 0 16,309
Accrued expenses ............... 5,843 6,653 8,098 4 20,594
Accrued payroll and commissions. 589 0 0 589
Accrued acquisition related
restructuring costs ............ 257 0 0 257
---------- ------------ -------- ----------
TOTAL CURRENT LIABILITIES ... 17,308 12,484 13,223 43,015
LONG-TERM DEBT .................... 454 0 122,375 3 122,829
OTHER LONG-TERM LIABILITIES ....... 609 1,348 0 1,957
SHAREHOLDERS' EQUITY
Preferred shares, par value $.01 0 0 0 0
Common shares, par value $.01 .. 100 188 (178) 5,6 110
Additional paid-in capital ..... 46,578 22,813 (15,823) 5,6 53,568
Retained earnings/(deficit).... 8,194 7,727 (46,632) 6,7 (30,711)
Cumulative translation adjustment 12 109 (109) 6 12
Less: treasury stock .......... (237) 0 0 (237)
---------- ------------ -------- ----------
TOTAL SHAREHOLDERS' EQUITY .. 54,647 30,837 (62,742) 22,742
---------- ------------ -------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY ......................... $73,018 $44,669 $ 72,856 $ 190,543
========== ============ ======== ==========
Notes to Unaudited Pro Forma Balance Sheet
- ------------------------------------------
1 Reflects cash paid by the Company to fund a portion of the purchase price
and acquisition related closing expenses.
2 Reflects the excess of the purchase price paid over the fair
market value of the assets acquired.
3 Reflects the debt incurred to fund a portion of the purchase price.
4 Reflects accrued expenses for liabilities and acquisition
related closing expenses.
5 Reflects the common shares issued to fund a portion of the purchase
price, with a par value of $10 and paid-in capital of $6,990.
6 Reflects the elimination of the shareholders' equity of Spectra-Physics.
7 Reflects the write-off of the acquired in-process R&D of $60,100, net of
the deferred tax asset of $21,035.
8 Reflects the deferred tax asset required as a result of the write-off of
the acquired in-process R&D costs, which was calculated using a combined
federal and state income tax rate of 35%.