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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A-2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 5, 1998
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UNIFAB International, Inc.
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(Exact name of registrant as specified in its charter)
Louisiana 0-29416 72-1382998
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(State or other jurisdiction Commission file number (IRS Employer
of incorporation) Identification No.)
5007 Port Road
New Iberia, LA 70562
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(Address of principal executive offices) (Zip Code)
(318) 367-8291
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(Registrant's telephone number, including area code)
Not applicable
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(Former name, former address and former fiscal year, if changed since
last report)
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Item 7
On February 20, 1998, UNIFAB International, Inc. ("UNIFAB") filed a Form
8-K dated February 5, 1998 containing a description of the acquisition of the
assets and business of Professional Industrial Maintenance, LLC ("PIM"). On
April 21, 1998 UNIFAB filed Form 8-K/A-1 which amended and restated the
disclosure in Item 7(a) and 7(b) of the Form 8-K dated February 5, 1998 to
include the audited financial statements of PIM and pro forma financial
information. This Form 8-K/A-2 amends and restates Item 7(b) of that filing.
Disclosed in the Basis of Presentation are revenue and net income for PIM for
the three month period ended March 31, 1997, which amounts were properly
excluded from the pro forma condensed combined financial statements. In the Pro
Forma Condensed Combined Statement of Income (Unaudited) for the year ended
March 31,1997, the column title "PIM Year Ended December 31, 1997" the year was
corrected to "PIM Year Ended December 31, 1996".
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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 thereunto duly authorized.
UNIFAB International, Inc.
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Date May 28, 1999 /s/ Peter J. Roman
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Peter J. Roman
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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UNIFAB INTERNATIONAL, INC.
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
BASIS OF PRESENTATION
The accompanying pro forma condensed combined balance sheet as of December
31, 1997 and the related pro forma condensed combined statements of income for
the nine months ended December 31, 1997 and for the year ended March 31, 1997
give effect to the January 1, 1998 acquisition of the assets and business of
Professional Industrial Maintenance, LLC ("PIM") pursuant to the Agreement to
Issue Stock in UNIFAB International, Inc. (the "Purchase Agreement") between
UNIFAB International, Inc. and PIM.
The pro forma condensed combined balance sheet combines the unaudited
December 31, 1997 condensed balance sheet of UNIFAB International, Inc.
("UNIFAB") with the December 31, 1997 audited balance sheet of PIM. The pro
forma condensed combined statements of income combine the unaudited results of
operations of UNIFAB for the nine months ended December 31, 1997 with the
unaudited results of operations of PIM for the nine months ended December 31,
1997; and the audited results of operations of UNIFAB for the year ended March
31, 1997 (UNIFAB's fiscal year end) with the unaudited results of operations of
PIM for the year ended December 31, 1996, (PIM's fiscal year end), respectively.
Revenue and net income for PIM for the three months ended March 31, 1997 were
$2,764,481 and $97,385, respectively. The results for the three-month period
March 31, 1997 were excluded from the pro forma condensed combined statements of
income. The pro forma condensed combined financial statements are based on the
historical financial statements of UNIFAB and PIM, giving effect to the
assumptions and adjustments in the accompanying notes to the pro forma condensed
combined financial statements.
The pro forma condensed combined financial statements have been prepared by
UNIFAB's management and include such adjustments to reflect the pro forma
financial results as if the acquisition described above had occurred as of
December 31, 1997 for the pro forma balance sheet. The pro forma condensed
combined statement of income for the year ended March 31, 1997 assumes the
acquisition was effected April 1, 1996. The pro forma condensed combined
statement of income for the nine months ended December 31, 1997 assumes the
acquisition was effected April 1, 1997.
The pro forma financial statements should be read in conjunction with the
historical financial statements and notes thereto of UNIFAB and PIM, which are
included elsewhere in this Form 8-K/A-1. The pro forma financial statements may
not be indicative of the results that would have occurred if the events
described above had taken place on the dates indicated or which may be obtained
in the future.
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UNIFAB INTERNATIONAL, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
UNIFAB
INTERNATIONAL, INC. PIM
YEAR ENDED YEAR ENDED PRO FORMA PRO FORMA
MARCH 31, 1997 DECEMBER 31, 1996 ADJUSTMENTS COMBINED
------------------- ----------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenue ................................ $ 66,724,504 $ 8,827,641 $ -- $ 75,552,145
Cost of revenue ........................ 58,589,197 7,644,515 26,170 (5) 66,259,882
------------ ------------ ------------ ------------
Gross profit ........................... 8,135,307 1,183,126 (26,170) 9,292,263
General and administrative expense ..... 1,637,563 2,473,405 565,476 (6) 4,676,444
------------ ------------ ------------ ------------
Income from operations ................. 6,497,744 (1,290,279) (591,646) 4,615,819
Other income (expense):
Interest expense ..................... (63,304) (325,087) 77,350 (3) (322,438)
(11,397)(4)
Interest income ...................... 145,155 -- (18,132)(4) 127,023
------------ ------------ ------------ ------------
Income before income taxes ............. 6,579,595 (1,615,366) (543,825) 4,420,404
Income tax provision (benefit) ......... 2,554,941 -- (768,672)(7) 1,786,269
------------ ------------ ------------ ------------
Net income (loss) ...................... $ 4,024,654 $ (1,615,366) $ 224,847 $ 2,634,135
============ ============ ============ ============
Basic and diluted earnings per share ... $ 0.75
============
Diluted earnings per share adjusted
weighted average shares .............. 3,526,405
============
</TABLE>
See accompanying notes to pro forma condensed combined financial statements
(unaudited).
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