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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 8-K
(MARK ONE)
[X] CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FEBRUARY 6, 1998
[ ] DATE OF REPORT (Date of Earliest Event Reported)
COMMISSION FILE NUMBER: 0-10937
SUN COAST INDUSTRIES, INC.
(Exact name as registrant as specified in its charter)
DELAWARE 59-1952968
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2700 SOUTH WESTMORELAND AVENUE 75233
DALLAS, TEXAS (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (214) 373-7864
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ITEM 2. DISPOSITION OF ASSETS
On February 6, 1998, the Registrant closed the disposition of the
Specialty Resins and Compounds Division of Plastics Manufacturing Company, a
wholly owned subsidiary of Sun Coast Industries, Inc.
A press release issued by the Registrant on February 6, 1998 is filed
as Exhibit 99.a hereto.
The Registrant is filing herewith as Exhibit 99.b, an unaudited pro forma
condensed consolidated balance sheet as of September 30, 1997 and unaudited
pro forma condensed consolidated statements of income for the three months ended
September 30, 1997 and for the year ended June 30, 1997, which reflects the
disposition of the Specialty Resins and Compounds Division.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits. The following Exhibits are filed herewith:
99.a Press Release dated December 23, 1997.
99.b Unaudited pro forma condensed consolidated balance sheet of
Sun Coast Industries, Inc. as of September 30, 1997 and
unaudited pro forma condensed consolidated statements of
income of Sun Coast Industries, Inc. for the three months
ended September 30, 1997 and for the year ended June 30,
1997.
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, hereto duly authorized.
Sun Coast Industries, Inc.
By /s/ Cynthia R. Morris
Chief Financial Officer
Date: February 6, 1998
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EXHIBIT INDEX
<TABLE>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
99.a Press Release dated December 23, 1997.
99.b Unaudited pro forma condensed consolidated balance sheet of Sun
Coast Industries, Inc. as of September 30, 1997 and unaudited pro
forma condensed consolidated statements of income for the three
months ended September 30, 1997 and for the year ended June 30,
1997.
</TABLE>
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EXHIBIT 99.a
CONTACT: Cynthia R. Morris
Chief Financial Officer
(214) 373-7864 ext. 101
For Immediate Release
SUN COAST INDUSTRIES, INC. ANNOUNCES SALE OF ITS SPECIALTY RESINS AND COMPOUNDS
BUSINESS TO BORDEN CHEMICAL, INC.
Dallas, Texas, February 6, 1998 - Sun Coast Industries, Inc. (NYSE:SN) announced
that, in a closing today, Borden Chemical, Inc. acquired the operating assets
and assumed operating liabilities related to the Specialty Resins and Compounds
Division of Plastics Manufacturing Company, a wholly owned subsidiary of Sun
Coast Industries, Inc.
The business sold to Borden has a major position in the melamine resins industry
with its resins being used primarily in decorative laminates for preassembled
furniture, counter tops, flooring and other home products. In addition, the
business makes urea and melamine based compounds primarily used in the
electrical wiring device industry, for tableware and related products.
The acquisition includes manufacturing facilities located in Dallas, Texas and
Murfreesboro, Tenn. More than 200 employees associated with the business are
joining Borden Chemical.
Borden Chemical, Inc., a subsidiary of Borden, Inc., is a leading global
producer and supplier for formaldehyde, melamine, resins, coatings and other
chemical products used in forest products, foundry and other industrial
application.
*****
Note to Editors: Borden Chemical, Inc. is a subsidiary of privately held
Borden, Inc. It is not affiliated with Borden Chemicals and Plastics Limited
Partnership (NYSE: BCU).
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EXHIBIT 99.b
Sun Coast Industries, Inc.
Unaudited Pro Forma Condensed Consolidated Financial Statements
The following unaudited pro forma condensed consolidated balance sheet and
statements of income give effect to the sale of the net assets of the Specialty
Resins and Compounds Division of Plastics Manufacturing Company, a wholly owned
subsidiary of Sun Coast Industries, Inc. to Borden Chemical, Inc. as if the
sale had been completed with all proceeds received at July 1, 1996 for the
condensed consolidated statements of income.
The pro forma data does not purport to be indicative of the results which
would actually have been reported if the transaction had occurred on such dates
or which may be reported in the future. The pro forma data should be read in
conjunction with the historical financial statements of the Company and the
related notes to such financial statements. To comply with 8-K pro forma
financial statement requirements, the historical income statements exclude
discontinued operations (the Company recently disposed of portions of its
Consumer Products and Foodservice Tableware Divisions).
The primary earnings per common share from continuing operations is based
on 4.2 million and 4.0 million weighted average shares of common stock
outstanding for the three months and the year ended September 30, 1997 and
June 30, 1997, respectively.
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SUN COAST INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
for the Three Months Ended September 30, 1997
(unaudited)
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Company Assumed Pro forma
Historical Disposition Pro forma Adjusted
9/30/97 of Business Adjustments 9/30/97
(A) (B)
<S> <C> <C> <C> <C>
Sales $ 16,637 $ 9,773 $ 6,864
Costs and expenses:
Cost of sales (14,365) (8,835) (5,530)
Selling, general and administrative (1,480) (673) (807)
Interest, net (403) (184) $ (123) (96)
---------- ---------
(16,248) (9,692) (123) (6,433)
---------- ---------
Income before provision for
income taxes 389 81 (123) 431
Provisions for income taxes (141) (29) 42 (154)
---------- ---------
Income from continuing operations $ 248 $ 52 $ (81) $ 277
========== =========
Net income per common share:
Continuing operations $ 0.06 $ 0.07
Primary shares outstanding 4,170,739 4,170,739
</TABLE>
Notes:
(A) To reflect the following:
- elimination of the sales and directly allocable expenses related to
the Specialty Resins and Compounds Division; and
- the related tax expense at appropriate U.S. Statutory tax rates.
(B) To reflect the following:
- interest savings resulting from the use of the cash proceeds of
$13,646,000 from the sale of the Specialty Resins and Compounds Division
to retire debt; and
- the related tax benefit of the pro forma adjustment at appropriate U.S.
statutory tax rates.
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SUN COAST INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
for the Year Ended June 30, 1997
(unaudited)
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Company Assumed
Historical Disposition Pro forma Pro forma
6/30/97 of Business Adjustments Adjusted
(A) (B) 6/30/97
<S> <C> <C> <C> <C>
Sales $ 66,716 $ 37,787 $ 28,929
Costs and expenses:
Cost of sales (53,666) (31,162) (22,504)
Selling, general and administrative (7,207) (3,204) (4,003)
Interest, net (1,932) (1,226) $ (68) (638)
---------- ---------
(62,805) (35,592) (68) (27,145)
---------- ---------
Income before provision for
income taxes 3,911 2,195 (68) 1,784
Provisions for income taxes (1,571) (768) 24 (827)
---------- ---------
Income from continuing operations $ 2,340 $ 1,427 $ (44) $ 957
========== =========
Net income per common share:
Continuing operations $ 0.58 $ 0.26
Primary shares outstanding 4,045,713 4,045,713
</TABLE>
Notes:
(A) To reflect the following:
- elimination of the sales and directly allocable expenses related to
the Specialty Resins and Compounds Division; and
- the related tax expense at appropriate U.S. Statutory tax rates.
(B) To reflect the following:
- interest savings resulting from the use of the cash proceeds of
$13,646,000 from the sale of the Specialty Resins and Compounds Division
to retire debt; and
- the related tax benefit of the pro forma adjustment at appropriate U.S.
statutory tax rates.
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SUN COAST INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
as of September 30, 1997
(unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
Company Assumed Pro Form
Historical Disposition Adjusted
9/30/97 of Business 9/30/97
<S> <C> <C> <C>
ASSETS (A)
Current assets:
Cash and cash equivalents $ 520 $ 520
Accounts receivable, net 7,951 $ (5,010) 2,941
Inventories 4,159 (2,115) 2,044
Other current assets 126 (5) 121
Net assets of discontinued operations 5,463 5,463
-------- --------
Total current assets 18,219 (7,130) 11,089
Property, plant and equipment, net 21,854 (10,185) 11,669
Intangible assets 246 246
Deferred income taxes 387 117 504
Other assets 1,875 (261) 1,614
-------- --------
Total assets $ 42,581 $ (17,459) $ 25,122
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,952 $ (3,238) $ 1,714
Accrued expenses 6,596 766 7,362
Current portion of long-term debt 5,429 (3,771) 1,658
-------- --------
Total current liabilities 16,977 (6,243) 10,734
Long-term debt 11,995 (9,989) 2,006
Deferred income taxes 1,482 (1,227) 255
-------- --------
Total liabilities 30,454 (17,459) 12,995
-------- --------
Stockholders' equity:
Common stock 41 41
Additional paid-in capital 11,554 11,554
Retained earnings 532 532
-------- --------
Total stockholders' equity 12,127 -- 12,127
-------- --------
Total liabilities and stockholders' equity $ 42,581 $ (17,459) $ 25,122
======== ========
</TABLE>
Notes:
(A) To reflect the following:
- the disposition of operating assets and liabilities related to the
Specialty Resins and Compounds Division, net of related tax effects,
and;
- the reduction of debt with the cash proceeds from the disposition
of the Specialty Resins and Compounds Division.
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