SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 31, 1995
QMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-9348 63-0737870
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
ONE MAGNUM PASS, MOBILE, AL 36618
(Address of principal executive offices) (Zip Code)
(334) 633-4300
(Registrant's telephone number, including area code)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(B) Pro Forma Financial Information.
This amended Form 8-K for QMS, Inc. presents pro forma financial information
consisting of a pro forma consolidated balance sheet (unaudited) as of
September 29, 1995 and a pro forma consolidated statement of operations
(unaudited) for the fiscal year ended September 29, 1995. These pro forma
financial statements reflect the disposition of the Company's operational
assets in Europe and Japan.
The disposition of the European assets was completed on October 16, 1995
through the sale of all of the common shares of QMS Europe BV and QMS
Australia Pty Ltd. This transaction was previously reported on the original
Form 8-K filed on October 31, 1995. The disposition of the Japanese assets
was completed on December 8, 1995 through the sale of substantially all of the
assets of the Company's wholly owned subsidiary QMS Japan KK to a new company
also known as QMS Japan KK. As part of this transaction, the new QMS Japan KK
assumed most of the liabilities of the former QMS Japan KK. This transaction
was reported in the Company's fiscal 1995 Form 10-K filed on December 21, 1995
and the transaction documents were filed as exhibit 10(s) thereto.
The pro forma financial information below is presented for the fiscal year
ended September 29, 1995 and shows how the above two transactions would have
affected the results of operations for this period and the balance sheet as of
September 29, 1995.
Net sales would have decreased by $70.5 million and gross profit by $21.5
million. These decreases are offset by reductions in operating expenses of
$28.1 million and an increase in other income of $1.2 million resulting in
an improvement in net income (loss) of $7.8 million for fiscal 1995.
Total assets would have decreased by $25 million which represents the
assets which were sold or liquidated and utilization of the cash proceeds
from the transactions as well as the cash resulting from the additional pro
forma net income (loss) to reduce long-term debt and accounts payable.
QMS, Inc. and Subsidiaries
Pro Forma Consolidated Statement of Operations (Unaudited)
For the fiscal year ended September 29, 1995
Amounts in thousands except per share amounts
Pro Forma Restated
QMS, Inc. Europe Japan Adjustments QMS, Inc.
--------- ------ ----- ----------- ---------
Net sales $ 259,740 $ 88,393 $ 30,878 $ 48,746 (1) $ 189,215
Cost of sales 210,032 61,956 22,677 35,617 161,016
---------- ----------- --------- --------- ----------
Gross profit 49,708 26,437 8,201 13,129 28,199
Operating expenses 94,574 19,186 6,238 (2,700) (2) 66,450
----------- ----------- ---------- --------- -----------
Operating income (44,866) 7,251 1,963 15,829 (38,251)
Other income (expense)
Interest expense (4,113) (188) (28) 377 (3) (3,520)
Other income (expense) 4,693 (102) (488) 0 5,283
----------- ----------- ----------- --------- -----------
Total 580 (290) (516) 377 1,763
----------- ----------- ----------- --------- -----------
Net income (loss) $ (44,286) $ 6,961 $ 1,447 $ 16,206 $ (36,488)
=========== =========== =========== ========= ===========
Earnings (loss) per share
Primary and fully diluted $ (4.15) $ (3.42)
Average shares outstanding 10,677 10,677
(1) Includes revenues on product shipments at cost plus commission income on third party sales
from Europe and Japan
(2) Represents reduction of domestic operating expenses directly related to these business
dispositions
(3) Reduction of interest expense based on use of cash proceeds to reduce long-term debt
QMS, Inc. and Subsidiaries
Pro Forma Consolidated Balance Sheet (Unaudited)
As of September 29, 1995
Amounts in thousands
(1) (2) (4)
(2) (3) Pro Forma Restated
QMS, Inc. Europe Japan Adjustments QMS, Inc.
--------- ------ ----- ----------- ---------
ASSETS
- ------
Current Assets
Cash and cash equivalents $ 7,431 $ 392 $ 965 $ 0 $ 6,074
Trade receivables, net 37,721 11,385 2,737 935 24,534
Notes receivable 0 0 0 4,833 4,833
Inventories, net 47,482 7,827 3,698 0 35,957
Other, net 7,066 1,928 328 0 4,810
----------- ----------- ----------- --------- -----------
Total current assets 99,700 21,532 7,728 5,768 76,208
Property, plant and
equipment, net 26,721 1,731 1,395 0 23,595
Notes receivable 0 0 0 2,667 2,667
Other assets, net 9,117 (3,128) 90 (4,046) 8,109
----------- ----------- ----------- --------- -----------
Total assets $ 135,538 $ 20,135 $ 9,213 $ 4,389 $ 110,579
=========== =========== =========== ========= ===========
LIABILITIES AND STOCK-
HOLDERS' EQUITY
- ---------------------
Current liabilities
Payables and accrued
expenses $ 51,435 $ 14,803 $ 6,700 $ 7,757 $ 37,689
Short-term bank loans 7,764 5,307 2,457 0 0
Current maturities of
long-term debt 4,990 0 31 0 4,959
----------- ----------- ----------- --------- -----------
Total current
liabilities 64,189 20,110 9,188 7,757 42,648
Long-term debt 24,511 0 0 (11,166) 13,345
Capital lease obligations 1,119 0 145 0 974
Deferred income taxes 1,162 0 110 0 1,052
Other liabilities 1,344 0 0 0 1,344
Stockholders' equity 43,213 25 (230) 7,798 51,216
----------- ----------- ----------- --------- -----------
Total liabilities and
stockholders' equity $ 135,538 $ 20,135 $ 9,213 $ 4,389 $ 110,579
=========== =========== =========== ========= ===========
(1) Europe includes QMS Europe BV and QMS Australia Pty Ltd.
(2) Amounts for Europe and Japan are net of intercompany and consolidation adjustments
(3) Amounts for Japan exclude assets retained by QMS, Inc.
(4) Pro forma adjustments include use of cash proceeds to reduce long-term debt and use of
additional pro forma income to reduce accounts payable and long-term debt.
SIGNATURE
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.
QMS, Inc.
By: /s/ Philip R. Cahoon
--------------------
Name: Philip R. Cahoon
Title: Vice President, Corporate
Controller, and Assistant
Secretary
Date: January 11, 1996