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Previous: GRAYBAR ELECTRIC CO INC, 10-Q, 1997-08-13 |
Next: CARLYLE REAL ESTATE LTD PARTNERSHIP VII, 10-Q, 1997-08-13 |
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) May 30, 1997
------------
AXSYS TECHNOLOGIES, INC.
------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-16182 11-1962029
-------- ------- ----------
(State or other jurisdiction) (Commission) (IRS Employer
Identification Number)
645 MADISON AVENUE, NEW YORK, NEW YORK 10022
--------------------------------------------
(Address of principal executive offices, including zip code)
(212) 593-7900
--------------
Registrant's telephone number, including area code
<PAGE>
On May 30, 1997, Axsys Technologies, Inc. a Delaware Corporation (the
"Company") acquired Teletrac, Inc., a California corporation ("Teletrac"). This
transaction was reported on Item 2 on Form 8-K, dated June 13, 1997.
This form 8-K, dated August 13, 1997, provides the pro forma financial
information required by Item 7(b) as follows:
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma Financial Information
The following unaudited pro forma condensed statements of operations
of the Company for the three months ended March 31, 1997 (attached
as Exhibit 7(b)(.1)) and the year ended December 31, 1996 (attached
as Exhibit 7(b)(.2)), present results for the Company as if the
Company's acquisition of Teletrac had occurred as of January 1,
1996. Teletrac's fiscal year does not coincide with a calendar year.
As such, the pro forma condensed statements of operations for the
three months ended March 31, 1997 and the year ended December 31,
1996, include Teletrac's historical results for the quarter ended
April 30, 1997 and the year ended January 31, 1997, respectively.
The pro forma condensed balance sheet of the Company as of March 31,
1997 (attached as Exhibit 7(b)(.3)) gives effect to the acquisition
as if it had occurred as of March 31, 1997. The unaudited pro forma
financial information does not purport to represent what the
Company's financial position or results of operations actually would
have been had the acquisition in fact occurred on the dates
indicated, or to project the Company's financial position or results
of operations for any future date or period. The pro forma
adjustments are based on available information and certain
assumptions that the Company currently believes are reasonable in
the circumstances. The unaudited financial information should be
read in conjunction with the accompanying notes thereto (attached as
Exhibit 7(b)(.4)); the separate historical condensed financial
statements of the Company as of and for the three month period ended
March 31, 1997 which are contained in the Company's Quarterly Report
on Form 10-Q for such period; and the historical financial
statements of the Company as of and for the year ended December 31,
1996 which are contained in the Company's Annual Report on Form 10-K
for such period.
The pro forma adjustments and pro forma combined amounts are
provided for informational purposes only. The Company's financial
statements will reflect the effects of the acquisition and related
financing transaction only from the date such events occurred. The
pro forma adjustments are applied to the historical financial
statements to, among other things, account for the acquisition as a
purchase. Under purchase accounting, the total purchase cost will be
allocated to the Teletrac assets and liabilities based on their fair
values. Allocations are subject to analysis and valuations as of the
date of the acquisition which are not yet completed. Accordingly,
the final allocations will be different from the amounts reflected
herein. Although the final allocations will differ, the unaudited
pro forma financial information reflects management's best estimate
based on currently available information.
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
Axsys Technologies, Inc.
------------------------
Registrant
Date: August 13, 1997 By: /s/ Raymond F. Kunzmann
--------------- -----------------------
Raymond F. Kunzmann
Vice President
2
Exhibit 7(b)(.1)
AXSYS TECHNOLOGIES, INC.
Pro Forma Condensed Statement of Operations
For the Quarter Ended March 31, 1997
(Unaudited - Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Historical Pro Forma
Axsys Historical Axsys
Technologies, Inc. Teletrac, Inc. Adjustments Technologies, Inc.
-------------------- ---------------- -------------- ---------------------
<S> <C> <C> <C> <C>
Net sales $ 27,602 $ 2,593 $ 30,195
Cost of sales 20,402 1,509 21,911
Selling, general and administrative expenses 4,899 677 5,576
Amortization of intangible assets 52 $ 68(f) 120
---------- ------- ------- ----------
Operating income 2,249 407 (68) 2,588
Interest expense 655 (2) 165(e) 818
Other expense 11 -- 11
---------- ------- ------- ----------
Income before taxes 1,583 409 (233) 1,759
Income taxes 638 165 (64)(g) 739
---------- ------- ------- ----------
Net income 945 244 (169) 1,020
Preferred dividends 60 60
---------- ------- ------- ----------
Income applicable to common shareholders $ 885 $ 244 $ (169) $ 960
========== ======= ======= ==========
Net income per common share $ 0.27 $ 0.28
========== ==========
Weighted average number of common shares
outstanding 3,230,130 3,383,130
========== ==========
</TABLE>
Exhibit 7(b)(.2)
AXSYS TECHNOLOGIES, INC.
Pro Forma Condensed Statement of Operations
For the Year Ended December 31, 1996
(Unaudited - Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Historical Pro Forma
Axsys Historical Axsys
Technologies, Inc. Teletrac, Inc. Adjustments Technologies, Inc.
-------------------- ---------------- -------------- ---------------------
<S> <C> <C> <C> <C>
Net sales $ 91,301 $ 7,995 $ 99,296
Cost of sales 67,483 4,938 72,421
Selling, general and administrative expenses 16,501 1,472 17,973
Amortization of intangible assets 210 $ 272(f) 482
-------- -------- -------- --------
Operating income 7,107 1,585 (272) 8,420
Interest expense 2,343 12 685(e) 3,040
Other expense 18 -- 18
-------- -------- -------- --------
Income before taxes and extraordinary item 4,746 1,573 (957) 5,362
Income taxes 1,891 634 (267)(g) 2,258
-------- -------- -------- --------
Income before extraordinary item 2,855 939 (690) 3,104
Extraordinary charge, net of tax benefit (173) (173)
-------- -------- -------- --------
Net income 2,682 939 (690) 2,931
Preferred dividends 847 847
-------- -------- -------- --------
Income applicable to common shareholders $ 1,835 $ 939 $ (690) $ 2,084
========== ======== ======== ==========
Net income per common share:
Income before extraordinary charge $ 0.74 $ 0.79
Extraordinary charge (0.06) (0.06)
---------- ----------
$ 0.68 $ 0.73
========== ==========
Weighted average number of common shares
outstanding 2,690,843 2,843,843
========== ==========
</TABLE>
Exhibit 7(b)(.3)
AXSYS TECHNOLOGIES, INC.
Pro Forma Condensed Balance Sheet
March 31, 1997
(Unaudited - Dollars in thousands)
<TABLE>
<CAPTION>
Historical Pro Forma
Axsys Historical Axsys
Technologies, Inc. Teletrac, Inc. Adjustments Technologies, Inc.
--------------------- -------------- ------------ ------------------
<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash $ 546 $ 522 $ 1,068
Accounts Receivable - net 15,852 1,400 17,252
Inventories - net 25,502 1,250 26,752
Other Current Assets 897 35 932
------- ------- ------- -------
Total Current Assets 42,797 3,207 -- 46,004
Property, Plant & Equipment 13,817 216 14,033
Excess of Cost Over Net Assets Acquired 6,363 $ 8,165(a),(b),(c),(d) 14,528
Other 473 64 (42)(d) 495
------- ------- ------- -------
TOTAL ASSETS $63,450 $ 3,487 $ 8,123 $75,060
======= ======= ======= =======
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 8,045 $ 367 8,412
Accrued Expense and Other Liabilities 7,745 1,227 $ 25(d) 8,997
Current Portion of Long-Term Debt and Capital
Lease Obligations 2,939 -- 2,939
------- ------- ------- -------
Total Current Liabilities 18,729 1,594 25 20,348
Long-Term Debt and Capital Lease Obligations 21,380 65 7,760(a) 29,205
Other Long-Term Liabilities 2,244 2,244
Deferred Income 354 354
Shareholders' Equity:
Preferred Stock 2 2
Common Stock 30 51 1(b) 31
(51)(c)
Capital in Excess of Par 17,991 -- 2,165(b) 20,156
Retained Earnings 2,720 1,777 (1,777)(c) 2,720
------- ------- ------- -------
Total Shareholders' Equity 20,743 1,828 338 22,909
------- ------- ------- -------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $63,450 $ 3,487 $ 8,123 $75,060
======= ======= ======= =======
</TABLE>
Exhibit 7(b)(.4)
AXSYS TECHNOLOGIES, INC.
Notes to Unaudited Pro Forma Financial Statements
(a) Represents additional borrowings required to fund the cash portion of the
acquisition price for the stock of Teletrac.
(b) Represents value of the 153,000 shares of Axsys common shares issued to
Teletrac shareholders.
(c) To eliminate the historical equity of Teletrac.
(d) To reflect the estimated effect of recording the net assets of Teletrac at
their fair value in accordance with the purchase method of accounting for
a business combination.
(e) To adjust interest expense for interest on incremental borrowings required
to fund the cash portion of the acquisition price.
(f) To amortize the incremental Excess of Cost over Net Assets Acquired,
created as a result of the acquisition, over 30 years.
(g) To reflect the tax effect of the pro forma adjustments.
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