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Previous: DAEDALUS ENTERPRISES INC, 10-Q, 1995-12-13 |
Next: EASTERN UTILITIES ASSOCIATES, POS AMC, 1995-12-13 |
<PAGE> 1
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) December 12, 1995
-----------------------------
DANIEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-6098 74-1547355
- ---------------------------- --------------- --------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9753 Pine Lake Drive, Houston, Texas 77055
- ------------------------------------------ --------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 467-6000
--------------------------
<PAGE> 2
ITEM 2. DISPOSITION OF ASSETS
In February 1995, Daniel Industries, Inc. (the "Company") announced
that its Board of Directors approved and adopted a restructuring plan to
improve the Company's overall profitability through a greater focus on high
margin and market leading product lines, and cost reductions in overhead and
direct expenses.
As part of the restructuring plan, the Company announced its intention
to divest identified non-core product lines. On November 28, 1995, the net
assets of the fastener subsidiary, Daniel Industrial, Inc., were sold to an
investor group for $8,000,000 in cash and $9,500,000 in collaterized
subordinated notes, discounted to $8,600,000. In the fourth quarter of fiscal
1995, the Company recorded a pretax charge of $10,587,000 on the divestitures
of non-core assets, primarily the fastener group. This charge is not reflected
in the Company's pro forma consolidated financial statements.
ITEM 7. FINANCIAL STATEMENTS
The accompanying Pro Forma Consolidated Statement of Operations for the
nine months ended June 30, 1995 and the year ended September 30, 1994, and the
Pro Forma Consolidated Balance Sheet as of June 30, 1995 are based on
historical financial statements, adjusted to give effect to the divestiture of
the fastener business as though it had occurred at the beginning of each period
presented. The pro forma financial information should be read in conjunction
with the historical financial statements and related notes thereto. The pro
forma financial information is not necessarily indicative of the results that
would have been attained had the divestiture occurred in an earlier period.
<PAGE> 3
DANIEL INDUSTRIES, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, 1995
-----------------------------------------------------
(in thousands except per share amounts)
ASSETS
Sale of Non-
Core Product Pro Forma
Historical Line (1) as Adjusted
---------- -------------- -----------
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 9,927 $ 6,600 $ 16,527
Receivables, net of reserve of $204,000 27,032 27,032
Costs in excess 2,318 2,318
Inventories 35,933 35,933
Deferred taxes on income 7,424 (628) 6,796
Other 3,435 2,294 (4) 5,729
Net assets held for sale 34,431 (26,758) 7,673
-------- -------- --------
Total current assets 120,500 (18,492) 102,008
Property, plant and equipment at cost, net 53,912 53,912
Intangibles and other assets 3,429 8,600 12,029
-------- -------- --------
$177,841 $ (9,892) $167,949
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 13,400 $ 13,400
Current maturities of long-term debt 2,857 2,857
Accounts payable 14,388 $ (1,165) 13,223
Accrued expenses 17,578 (792) 16,786
-------- -------- --------
Total current liabilities 48,223 (1,957) 46,266
Long-term debt 8,571 8,571
Deferred taxes on income 6,116 (933) 5,183
-------- -------- --------
Total liabilities 62,910 (2,890) 60,020
-------- -------- --------
Commitments and contingencies
Stockholders' equity
Preferred stock, $1.00 par value, 1,000,000 shares
authorized, 150,000 shares designated as Series A
junior participating preferred stock, no shares
issued or outstanding
Common stock, $1.25 par value, 20,000,000 shares
authorized, 12,083,485 shares issued 15,104 15,104
Capital in excess of par value 90,188 90,188
Translation component (138) (138)
Retained earnings 9,777 (7,002) 2,775
-------- -------- --------
Total stockholders' equity 114,931 (7,002) 107,929
-------- -------- --------
$177,841 $ (9,892) $167,949
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these pro forma statements.
<PAGE> 4
DANIEL INDUSTRIES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended June 30, 1995
--------------------------------------------
(in thousands except per share amounts)
Sale of Non-
Core Product Pro Forma
Historical Line (1) as Adjusted
---------- -------------- -----------
<S> <C> <C> <C>
Revenues $123,063 $ 20,362 $102,701
-------- --------- --------
Costs and expenses:
Cost of goods sold 78,147 14,964 63,183
Depreciation and amortization 5,857 489 5,368
Selling and administrative expenses 33,426 3,174 30,252
Research and development expenses 2,165 2,165
Restructuring and other charges 12,330 12,330
Loss on disposal of asset 1,371 1,371
Interest expense 1,520 1,520
-------- --------- --------
134,816 18,627 116,189
-------- --------- --------
Income (loss) before income tax expense (benefit) (11,753) 1,735 (13,488)
Income tax expense (benefit) (2) (3,930) 580 (4,510)
-------- --------- --------
Net income (loss) $ (7,823) $ 1,155 $ (8,978)
========= ========= ========
Income (loss) per common share (3) $ (.65) $ .10 $ (.75)
========= ========= ========
Average number of shares outstanding 12,036 12,036
========= ========
</TABLE>
The accompanying notes are an integral part of these pro forma statements.
<PAGE> 5
DANIEL INDUSTRIES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Year Ended September 30, 1994
------------------------------------------------
(in thousands except per share amounts)
Sale of Non-
Core Product Pro Forma
Historical Line (1) as Adjusted
---------- ------------ ------------
<S> <C> <C> <C>
Revenues $203,766 $ 22,108 $181,658
-------- --------- --------
Costs and expenses:
Cost of goods sold 134,966 18,512 116,454
Depreciation and amortization 7,483 1,582 5,901
Selling and administrative expenses 53,176 4,702 48,474
Research and development expenses 4,094 4,094
Interest expense 1,927 1,927
-------- --------- --------
201,646 24,796 176,850
-------- --------- --------
Income (loss) before income tax expense (benefit) 2,120 (2,688) 4,808
Income tax expense (benefit)(2) 796 (1,009) 1,805
-------- --------- --------
Net income (loss) $ 1,324 $ (1,679) $ 3,003
======== ========= ========
Earnings (loss) per common share (3) $ .11 $ (.14) $ .25
======== ========= ========
Average number of shares outstanding 12,030 12,030
======== ========
</TABLE>
The accompanying notes are an integral part of these pro forma statements.
<PAGE> 6
DANIEL INDUSTRIES, INC.
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) Reflects the divestiture of the net assets of the fastener business in
November 1995. (See "Item 2. Disposition of Assets".)
COMPUTATION OF NET PROCEEDS FROM DIVESTITURE:
<TABLE>
<CAPTION>
(in thousands)
Cash Notes
-------- -------
<S> <C> <C>
Gross proceeds $ 8,000 $8,600
Less expenses associated with divestiture,
primarily professional fees (1,400)
------- ------
Net proceeds $ 6,600 $8,600
======= ======
</TABLE>
COMPUTATION OF NET LOSS ON DIVESTITURE REFLECTED IN PRO FORMA
STOCKHOLDERS' EQUITY:
<TABLE>
<S> <C> <C>
Gross proceeds $16,600
Less:
Net book value of assets sold $24,801
Expenses associated with divestiture 1,400 26,201
------- -------
Loss on divestiture before income tax benefit (9,601)
Income tax benefit (2,599)
-------
Net loss on divestiture as an adjustment to
stockholders' equity $(7,002)
=======
</TABLE>
(2) The provision (benefit) for income taxes is based on the Company's
historical effective tax rate for the nine months ended June 30, 1995
and for the year ended September 30, 1994, respectively.
(3) Earnings (loss) per share are computed on the average number of shares
outstanding.
(4) Amount represents federal income tax receivable due to sale of net
assets.
<PAGE> 7
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.
DANIEL INDUSTRIES, INC.
(Registrant)
December 12, 1995 By /s/ W. A. Griffin, III
Date___________________________ __________________________________
W. A. Griffin, III
President and
Chief Executive Officer
December 12, 1995 By /s/ Henry G. Schopfer, III
Date____________________________ __________________________________
Henry G. Schopfer, III
Vice President and
Chief Financial Officer
December 12, 1995 By /s/ Mary R. Beshears
Date____________________________ __________________________________
Mary R. Beshears
Corporate Controller and
Chief Accounting Officer
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