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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 31, 1994
CRSS INC.
(exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-7477 74-1677382
__________________________ ________________________
(Commission File Number) (IRS Employer
Identification Number)
1177 WEST LOOP SOUTH, SUITE 800, HOUSTON, TEXAS 77027
(Address of principal executive offices) (Zip Code)
713-552-2000
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On January 31, 1994, the Company (via redemption by CRSS Capital Inc. ("CRSS
Capital")) repurchased all of the common stock of CRSS Capital owned by Paribas
North America, Inc., the 19 percent minority interest owner. The purchase
price of $17,000,000 was funded from available cash in addition to borrowings
of $13,000,000 obtained under the revolving credit facility maintained by the
Company. The acquisition will be accounted for using the purchase method of
accounting.
Item 7. Financial Statements and Exhibits
(b) Proforma Financial Statements of CRSS Inc.
Proforma Condensed Consolidated Balance Sheet as of December 31, 1993
Proforma Consolidated Statement of Operations for the
Six Months ended December 31, 1993 and for the
Year Ended June 30, 1993
(c) 10.1 Stock Redemption Agreement By and Between CRSS
Capital, Inc. and Paribas North America, Inc.
dated as of January 31, 1994
99.1 Press release dated February 1, 1994
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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.
CRSS Inc.
__________________________________
(Registrant)
Date February 2, 1994 BRUCE W. WILKINSON
__________________________________
Bruce W. Wilkinson
Chairman, Chief Executive
Officer and Director
Date February 2, 1994 WILLIAM J. GARDINER
__________________________________
William J. Gardiner
Senior Vice President/Chief
Financial Officer and
Treasurer (Principal
Financial and Accounting
Officer)
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CRSS INC.
UNAUDITED PROFORMA FINANCIAL STATEMENTS
The accompanying unaudited proforma financial statements of CRSS Inc. are based
on the historical financial statements as of December 31, 1993, and for the six
months ended December 31, 1993 and for the year ended June 30, 1993, adjusted
for certain items related to the repurchase of all of the common stock of CRSS
Capital Inc. ("CRSS Capital") owned by Paribas North America, Inc., the 19
percent minority interest owner. The acquisition will be accounted for using
the purchase method of accounting.
The unaudited proforma financial statements are presented as if the transaction
occurred on July 1, 1992 for the proforma statements of operations for the six
months ended December 31, 1993 and for the year ended June 30, 1993 and as of
December 31, 1993 for the proforma balance sheet.
CRSS INC.
PROFORMA CONSOLIDATED BALANCE SHEET
(in thousands) December 31, 1993
-----------------
Cash and cash equivalents $ 8,216
Receivables, net 124,120
Other current assets 25,777
--------
Total current assets 158,113
Property and equipment, net 87,575
Long-term investments 65,788
Deferred charges and other noncurrent assets 17,528
--------
$329,004
========
Accounts payable and accrued expenses $ 68,030
Other current liabilities 47,221
--------
Total current liabilities 115,251
Non-recourse project financing 62,093
Other long-term obligations 26,876
Deferred income taxes 36,576
Shareholders' equity 88,208
--------
$329,004
========
The proforma consolidated balance sheet reflects adjustments made to the
historical financial statements for, (i) the $17,000,000 purchase price paid
for minority interest of $13,209,000 with resulting goodwill of $3,791,000 and
(ii) borrowings of $13,000,000 to finance the acquisition.
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CRSS INC.
PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS
Six months ended Year ended
(in thousands) December 31,1993 June 30, 1993
---------------- -------------
Gross revenues $292,193 $546,304
Subcontract and procurement costs 180,564 298,238
-------- --------
Operating revenues 111,629 248,066
Costs and expenses:
Direct 59,914 126,870
Operating 51,463 118,179
-------- --------
111,377 245,049
Equity income in affiliates 7,586 8,038
-------- --------
Operating income 7,838 11,055
Non-operating income 490 3,739
Interest expense (4,173) (8,462)
-------- --------
Earnings from continuing operations
before income tax 4,155 6,332
Income tax (1,765) (2,549)
-------- --------
Earnings from continuing operations $ 2,390 $ 3,783
======== ========
Primary and fully diluted earnings per common
share from continuing operations $ 0.18 $ 0.29
======== ========
Weighted average shares outstanding 13,010 13,138
======== ========
The proforma consolidated results of operations for the six months ended
December 31, 1993 and for the year ended June 30, 1993, reflect adjustments
made to the historical financial statements for, (i) amortization of goodwill
($3,791,000) over a 20 year period, (ii) interest expense on additional
borrowings of $13,000,000 at a rate of 4.875 percent per annum (LIBOR rate plus
1.125 percent), (iii) additional 19 percent of net earnings of CRSS Capital,
and (iv) related income tax adjustments.