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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 2, 1995
PLASTI-LINE, INC.
(Exact name of registrant as specified in its charter)
Tennessee
(State or other jurisdiction of incorporation)
0-15214
(Commission File Number)
62-1218546
(IRS Employer Identification No.)
623 East Emory Road
Knoxville, Tennessee 37950
(Address of Principal Executive Offices)
(423) 938-1511
(Registrant's telephone number, including area code)
None
(Former Name or Former Address, if Changed Since Last Report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
I N D E X
I. HISTORICAL SUMMARIES FOR ACQUIRED BUSINESS:
Carter-Miot Engineering Company, Inc.
Report of Independent Accountants....................................... F-1
Historical Summaries of Operating Revenues and Expenses for the year
ended March 31, 1995, and for the six months ended September 30, 1995
and September 30, 1994 (unaudited)..................................... F-2
Historical Summaries of Net Assets Acquired as of March 31, 1995 and
September 30, 1995 (unaudited)......................................... F-3
Notes to Historical Summaries........................................... F-4
II. PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF PLASTI-LINE, INC.
(Unaudited):
Pro Forma Consolidated Financial Statements (unaudited) Introduction.... F-5
Pro Forma Consolidated Statements of Operations (unaudited) for the
year ended January 1, 1995, and the nine month period ended
October 1, 1995................................................... F-6, F-7
Notes to Pro Forma Consolidated Statements of Operations
(unaudited)....................................................... F-8, F-9
Pro Forma Consolidated Balance Sheet (unaudited) at October 1, 1995.... F-10
Notes to Pro Forma Consolidated Balance Sheet (unaudited).............. F-11
III. EXHIBITS AND SIGNATURES
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors and
Shareholders of Plasti-Line, Inc.
We have audited the accompanying Historical Summary of Net Assets of
Carter-Miot Engineering Company, Inc. (Carter-Miot) as of March 31, 1995 to
be acquired by Plasti-Line, Inc., and the related historical summary of
Carter-Miot's Operating Revenues and Expenses for the year then ended
(collectively, the Historical Summaries). These Historical Summaries are the
responsibility of Carter-Miot's management. Our responsibility is to
express an opinion on these Historical Summaries based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the Historical Summaries are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Historical Summaries.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summaries. We believe that our audit provides
a reasonable basis for our opinion.
The accompanying Historical Summaries were prepared for the purpose of
complying with certain rules and regulations of the Securities and Exchange
Commission (for inclusion in a current report on Form 8-K/A of Plasti-Line,
Inc.) as described in Note 1, and are not intended to be a complete
presentation of Carter-Miot's assets or revenues and expenses.
In our opinion, the accompanying Historical Summaries referred to above
present fairly, in all material respects, the net assets of Carter-Miot as of
March 31, 1995 to be acquired by Plasti-Line, Inc., and the operating
revenues and expenses for the year then ended, in conformity with generally
accepted accounting principles.
As discussed in Note 3, to the Historical Summaries, Carter-Miot changed its
method of revenue recognition. The accompanying Historical Summaries have
been prepared using the newly adopted method.
COOPERS & LYBRAND L.L.P.
Knoxville, Tennessee
December 8, 1995
F-1
CARTER-MIOT ENGINEERING COMPANY, INC.
Historical Summaries of Net Assets Acquired
(See Note 1)
March 31, September 30,
1995 1995
(unaudited)
Cash $ 4,251 $ 4,324
Accounts receivable, net of allowance
for doubtful accounts of $43,100 at
March 31, 1995 and $102,300 at
September 30, 1995, respectively 2,819,546 2,322,681
Inventories 3,144,769 2,797,229
Prepaid expenses and other 147,192 117,540
Total current assets 6,115,758 5,241,774
Machinery and equipment 2,341,456 2,321,640
Accumulated depreciation (1,235,634) (1,402,114)
Machinery and equipment, net 1,105,822 919,526
Other assets 90,534 80,563
Total assets to be acquired 7,312,114 6,241,863
Customer deposits 1,100,134 676,919
Accounts payable assumed 334,743 334,743
Accrued expenses 581,298 643,147
Total liabilities assumed 2,016,175 1,654,809
Net assets to be acquired $5,295,939 $4,587,054
<FN>
The accompanying notes are an integral part of these historical summaries.
F-2
CARTER-MIOT ENGINEERING COMPANY, INC.
Historical Summaries of Operating Revenues and Expenses
(See Note 1)
Year Ended Six Months Ended
March 31, September 30, September 30,
1995 1995 1994
(unaudited)
Sales $ 20,307,180 $ 8,685,930 $10,516,032
Cost of goods sold 15,002,192 7,280,278 7,993,563
Gross profit 5,304,988 1,405,652 2,522,469
Selling and administrative expenses:
Selling 3,023,274 1,328,709 1,468,186
Administrative 2,001,311 1,181,048 1,026,930
Total selling and
administrative expenses 5,024,585 2,509,757 2,495,116
Excess (deficit) of operating
revenues over operating expenses $ 280,403 $(1,104,105) $ 27,353
<FN>
The accompanying notes are an integral part of these historical summaries.
F-3
CARTER-MIOT ENGINEERING COMPANY, INC.
Notes to Financial Summaries
1. BASIS OF PRESENTATION
On November 2, 1995, Plasti-Line, Inc. (Plasti-Line) purchased certain of
Carter-Miot Engineering Company, Inc.'s (Carter-Miot) operating assets. The
consideration paid by Plasti-Line consisted of $4,550,000 in cash, including
estimated professional fees and other acquisition-related costs, and the
assumption of certain Carter-Miot customer deposits, subcontractor payables,
and other liabilities totaling approximately $1,632,000. The assets acquired
by Plasti-Line are a component of Carter-Miot, rather than a separate legal
entity or organization. The accompanying historical summaries of net assets
acquired and the related historical summaries of operating revenues and
expenses were prepared for the purpose of complying with certain rules and
regulations of the Securities and Exchange Commission (for inclusion in a
current report on Form 8/K-A of Plasti-Line, Inc.), and are not intended to be
a complete presentation of Carter-Miot's assets or revenues and expenses.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Inventories - Inventories are stated at the lower of cost or market, with cost
determined on a first-in, first-out (FIFO) basis. At March 31, 1995,
inventory consists of $637,071 of raw materials and $2,507,698 of work-in
process and finished goods.
Machinery and Equipment - Machinery and equipment are stated at historical
cost. Repairs and maintenance are charged to expense as incurred.
Depreciation is provided using the straight-line method over the estimated
useful lives of the respective assets.
Customer Deposits - Customer deposits represent advance payments from various
contract customers.
Interim Historical Summaries - Information in the accompanying historical
summaries for the interim periods is unaudited. In the opinion of
Carter-Miot's management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the six month period ended September 30, 1995, are not
necessarily indicative of the results that may be expected for a complete
year.
3. CHANGE IN REVENUE RECOGNITION
Prior to fiscal 1995, the Company recognized revenue from contracts using the
percentage of completion method. Effective at the beginning of fiscal 1995,
the Company began recognizing revenue upon shipment or installation of product,
based on contractual requirements. Management believes the recognition of
sales only upon shipment or completion of installation better represents the
Company's completion of the earnings process under its contracts and is more
consistent with industry practice. Accordingly, historical information for
the year ended March 31, 1995, and all interim periods (unaudited) have been
restated to give retroactive effect to this change. The effect of the
change was to decrease previously reported sales for the year ended March 31,
1995 by approximately $350,000.
F-4
PLASTI-LINE, INC.
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) INTRODUCTION
On November 2, 1995, Plasti-Line, Inc. (the Company) purchased certain
operating assets of Carter-Miot Engineering Company, Inc. (Carter-Miot). The
consideration paid by the Company consisted of approximately $4.55 million
in cash, including estimated professional fees and other acquisition-related
costs, and the assumption of certain liabilities totaling approximately
$1.63 million.
The following pro forma consolidated balance sheet (unaudited) as of
October 1, 1995, gives effect to the purchase by the Company of certain
assets of Carter-Miot as if the transaction had been effected on
October 1, 1995. The following pro forma consolidated statements of
operations (unaudited) for the fiscal year ended January 1, 1995 and for the
nine months ended October 1, 1995, give effect to the acquisition as if it
had been effected as of January 2, 1994.
The pro forma consolidated financial statements (unaudited) have been prepared
by management of the Company and may not be indicative of the financial
position or results of operations that actually would have occurred if the
acquisition had been in effect on the dates indicated or which may be obtained
in the future.
F-5
PLASTI-LINE, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
Fiscal year ended January 1, 1995
(dollars in thousands, except per share data)
Carter-Miot
Engineering
Plasti-Line, Inc. Company, Inc.
Year Ended Year Ended Pro Forma Pro Forma
01/01/95 03/31/95 Adjustments Total
Net sales $ 77,309 $ 20,307 $ - $97,616
Operating expenses 70 (2)
Cost of sales 63,060 15,002 (234) (2) 77,898
Selling, general and (1,000) (3)
administrati 13,349 5,025 (168) (5) 17,206
Total operating expenses 76,409 20,027 (1,332) 95,104
Income from operations 900 280 1,332 2,512
Other income (expense)
Interest expense (712) - (243) (1) (955)
Goodwill write-off (3,986) - - (3,986)
Provision for restructuring
costs (2,416) - - (2,416)
Other 853 - - 853
Total other income (expense) (6,261) - (243) (6,504)
Income (loss) before
provision for
income taxes (5,361) 280 1,089 (3,992)
(Provision) benefit for
income taxes 524 - (541) (4) (17)
Net income (loss) $ (4,837) $ 280 $ 548 $ (4,009)
Earnings per common share: $ (1.31) $ (1.08)
Weighted average shares
outstanding: 3,694,517 3,694,517
F-6
PLASTI-LINE, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
Nine months ended October 1, 1995
(dollars in thousands, except per share data)
Carter-Miot
Engineering
Plasti-Line, Inc. Company, Inc.
Nine Months Nine Months
Ended Ended Pro Forma Pro Forma
10/01/95 09/30/95 Adjustments Total
Net sales $64,970 $13,978 $ - $78,948
Operating expenses 37 (2)
Cost of sales 53,604 10,837 (176) (5) 64,302
Selling, general and (766) (3)
administrative 10,262 3,868 (126) (5) 13,238
Total operating expenses 63,866 14,705 (1,031) 77,540
Income (loss) from operations 1,104 (727) 1,031 1,408
Other income (expense)
Interest income 24 - - 24
Interest expense (649) - (255) (1) (904)
Total other income (expense) (625) - (255) (880)
Income (loss) before provision
for income taxes 479 (727) 776 528
Provision for income taxes 222 - 19 (4) 241
Net income (loss) $ 257 $ (727) $ 757 $ 287
Earnings per common share: $ 0.07 $ 0.08
Weighted average shares
outstanding: 3,679,510 3,679,510
F-7
PLASTI-LINE, INC.
NOTES TO PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(1) To record the Company's estimated interest expense related to debt
incurred for the acquisition ($4,550,000, principal amount at an
average rate of 5.3% for the year ended January 1, 1995, and 7.5% for
the nine months ended October 1, 1995).
(2) To eliminate Carter-Miot's historical depreciation expense and record
depreciation and amortization on Carter-Miot assets acquired by the
Company based upon their adjusted values using lives of 5 years for
machinery and equipment and 15 years for goodwill, and to reflect cost
of sales based on adjusted inventory value using the first-in, first-out
costing method as follows (in thousands):
Nine months
Year ended ended
1/1/95 10/1/95
Inventory valuation $21 $ -
Goodwill amortization 77 58
Machinery and
equipment depreciation (28) (21)
$70 $37
(3) To eliminate certain Carter-Miot historical general and administrative
expenses, and record the Company's estimated incremental personnel costs
based on staff reductions. The reduction in personnel costs principally
reflects the termination of eleven senior managers and replacement with
one incremental general manager and two project managers. The reduction
in executive compensation reflects the elimination of salary and certain
benefit costs related to an executive position that will not be replaced
by the Company. A detail of such costs is as follows (in thousands):
Historical Projected
Carter-Miot Plasti-Line
General and General and
Administrative Administrative Pro Forma
Expenses Expenses Adjustments
Year ended, January 1, 1995
Personnel costs $ 944 $ 200 $ 744
Executive compensation 256 - 256
$ 1,200 $ 200 $ 1,000
Nine Months Ended,
October 1, 1995
Personnel costs $ 720 $ 150 $ 570
Executive compensation 196 - 196
$ 916 $ 150 $ 766
F-8
PLASTI-LINE, INC.
NOTES TO PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED),
CONTINUED
(4) To reflect the net income tax impact of the acquired operating income and
the aforementioned pro forma adjustments at the Company's generally
effective income tax rate of 39.5%. The Company's fiscal 1994 effective
rate of 9.8% reflects certain nondeductible expenses relating to
previously acquired companies.
(5) To reflect replacement of the Carter-Miot Employee Stock Ownership Plan
with participation in the Company's 401(k) plan (in thousands):
Historical Projected
Carter-Miot Plasti-Line Pro Forma
Expenses Expenses Adjustments
Year ended, January 1, 1995
Cost of sales $270 $36 $234
Selling, general and administrative 180 12 168
$450 $48 $402
Nine months ended, October 1, 1995
Cost of sales $203 $27 $176
Selling, general and administrative 135 9 126
$338 $36 $302
F-9
PLASTI-LINE, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET (Unaudited)
AS OF October 1, 1995
(dollars in thousands)
Carter-Miot
Engineering
Plasti-Line, Inc. Company, Inc. Pro Forma Pro Forma
10/01/95 09/30/95 Adjustments Total
ASSETS
Current assets:
Cash and cash
equivalents $ 10 $ 4 $ - $ 14
Accounts receivable,
net 15,260 2,323 (791) (1) 16,792
Inventory 27,575 2,797 (405) (1) 29,967
Prepaid expenses and other 1,532 117 (96) (1) 1,553
Deferred income taxes 1,869 - - 1,869
Total current assets 46,246 5,241 (1,292) 50,195
Property and equipment, net 12,909 919 53 (1) 13,881
Goodwill - - 1,165 (1) 1,165
Other assets 115 81 14 (1) 210
Total assets $59,270 $ 6,241 $ (60) $65,451
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current liabilities:
Current portion of
long-term debt $ 745 $ - $ - $ 745
Accounts payable 7,562 335 - 7,897
Accrued liabilities 5,463 643 (219) (1) 5,887
Income taxes payable 191 - - 191
Customer deposits and
deferred revenue 10,366 676 196 (1) 11,238
Total current liabilities 24,327 1,654 (23) 25,958
Long-term debt, excluding
current installments 11,162 - 4,550 (2) 15,712
Deferred income taxes 987 - - 987
Deferred liabilities 75 - - 75
Total liabilities 36,551 1,654 4,527 42,732
Shareholders' equity:
Common stock 4 - - 4
Additional paid-in capital 2,597 - - 2,597
Notes receivable, common stock (70) - - (70)
Retained earnings 20,188 - - 20,188
Investment in net assets to be
acquired - 4,587 (4,587) -
Total shareholders' equity 22,719 4,587 (4,587) 22,719
Total liabilities and
shareholders' equity $59,270 $ 6,241 $ (60) $65,451
F-10
PLASTI-LINE, INC.
NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)
(1) To record the allocation of consideration paid by the Company at fair
value to the separately identifiable Carter-Miot assets acquired. The
consideration paid was approximately $4.55 million cash, including
estimated professional fees and other acquistion-related costs, and the
assumption of certain obligations totaling approximately $1.63 million.
The allocation of the purchase price to assets is expected to be as
follows (in thousands):
Accounts receivable $1,532
Inventory 2,392
Machinery and equipment 972
Goodwill 1,165
Other 121
$6,182
The allocation of the purchase price is subject to adjustment when
additional information concerning asset and liability valuations is
obtained. The final asset and liability fair values may differ from
those set forth in the accompanying unaudited pro forma consolidated
balance sheet; however, the changes are not expected to have a material
effect on the consolidated financial position of Plasti-Line, Inc.
(2) To reflect debt incurred by the Company to finance the Carter-Miot
acquisition.
(3) To reverse Carter-Miot's historical cost basis in net assets acquired by
the Company.
F-11
III. EXHIBITS AND SIGNATURES
Exhibit
No. Description
2 Bill of Sale executed by Carolina First Bank dated November 2, 1995
(Incorporated herein by reference to Exhibit 2 in Plasti-Line's
Current Report on Form 8-K, dated November 15, 1995.)
99 Press Release dated November 2, 1995 (Incorporated herein by
reference to Exhibit 99 in Plasti-Line's Current Report on Form 8-K,
dated November 15, 1995)
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.
Plasti-Line, Inc.
Registrant
Date: January 17, 1996 By: [S] Mark Deuschle
Mark Deuschle
Vice-President of Finance and
Secretary