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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
APRIL 18, 1996
------------------------------------------------
Date of Report (Date of earliest event reported)
NASHUA CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-5492-1 02-0170100
- -------- -------- ----------
(State of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
44 Franklin Street
P.O. Box 2002
Nashua, New Hampshire 03061-2002
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(Address of principal executive offices)
(603) 880-2323
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(Registrant's telephone number, including area code)
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AMENDMENT NO. 1
The undersigned registrant hereby amends the following of its Current Report on
Form 8-K dated April 18, 1996 as set forth in the pages attached hereto:
ITEM 7. PRO FORMA FINANCIAL INFORMATION
1. Unaudited Pro Forma Balance Sheet of Nashua Corporation as of March
29, 1996.
2. Unaudited Pro Forma Statements of Operations of Nashua Corporation for
the year ended December 31, 1995 and for the three month period ended
March 29, 1996.
3. Notes to Unaudited Pro Forma Financial Information.
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NASHUA CORPORATION
UNAUDITED PRO FORMA FINANCIAL INFORMATION
On April 17, 1996, the Company signed an agreement to sell its Tape Products
Division. Additionally, on March 21, 1996, the Company announced that its
wholly-owned subsidiary, Cerion Technologies Inc., had filed a registration
statement with the Securities and Exchange Commission for a proposed initial
public offering of 3,840,000 shares of common stock. Of the total, 1,615,000
shares are being offered by Cerion and 2,225,000 shares are being offered by
Nashua as the selling stockholder. The Company's agreements with its lenders
require that a portion of the proceeds to Nashua from these transactions be used
to prepay the outstanding amounts under the lending agreements.
The Unaudited Pro Forma Statements of Operations for the three month period
ended March 29, 1996 and the year ended December 31, 1995 include the historical
results of Nashua. The historical results have been adjusted by giving effect to
assumptions and adjustments as described in the accompanying Notes to Unaudited
Pro Forma Financial Information, including adjustments to reflect the impact of
the divestitures as though they had occurred at the beginning of each period
presented.
The Unaudited Pro Forma Balance Sheet as of March 29, 1996 has been prepared
based on the balance sheet of Nashua as of March 29, 1996. The historical
amounts have been adjusted to give effect to the divestitures as though the
transactions had occurred as of the balance sheet date presented, as further
described in the accompanying Notes to Unaudited Pro Forma Financial
Information. In addition, the investment in Cerion Technologies has been
presented using the equity method of accounting.
The following unaudited pro forma financial information may not necessarily
reflect the results of operations or the financial position of Nashua which
would have actually resulted had the divestitures occurred as of the date and
for the periods indicated, or of future earnings or the future financial
position of the Company. The unaudited pro forma financial information should be
read in conjunction with the accompanying Notes to Unaudited Pro Forma Financial
Information and Nashua Corporation's Annual Report on Form 10-K as amended, and
Nashua Corporation's Quarterly Report on Form 10-Q.
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NASHUA CORPORATION
<TABLE>
UNAUDITED PRO FORMA BALANCE SHEET
AS OF MARCH 29, 1996
(IN THOUSANDS)
<CAPTION>
HISTORICAL PRO FORMA
---------- -------------------------------------------
Nashua Adjustments (Note 2) Nashua
------ ----------- -------- ------
<S> <C> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 11,064 $ 2,703 [A][B] $ 13,767
Accounts receivable 30,990 (7,394) [B] 23,596
Inventories 15,937 (673) [B] 15,264
Other current assets 31,370 (11,304) [B][D] 20,066
Net current assets of
discontinued operations 7,020 (7,020) [C] --
-------- -------- --------
96,381 (23,688) 72,693
Plant and equipment, net 68,138 (6,686) [B] 61,452
Other assets 52,704 18,410 [E] 71,114
Net non-current assets of
discontinued operations 5,227 (5,227) [C] --
-------- -------- --------
Total Assets $222,450 $(17,191) $205,259
======== ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current maturities of long-term
debt $ 8,375 $ (6,175) [F] $ 2,200
Accounts payable and accrued
expenses 57,553 (4,295) [B] 53,258
Income taxes payable 4,588 5,742 [B][G] 10,330
-------- -------- --------
70,516 (4,728) 65,788
Long-term debt 60,475 (43,265) [F] 17,210
Other long-term liabilities 19,352 -- 19,352
-------- -------- --------
79,827 (43,265) 36,562
Shareholders' Equity
Common stock and additional capital 18,681 -- 18,681
Retained earnings 59,529 30,802 [H] 90,331
Cumulative translation adjustment (5,352) -- (5,352)
Treasury stock, at cost (751) -- (751)
-------- -------- --------
72,107 30,802 102,909
-------- -------- --------
Total Liabilities and Shareholders'
Equity $222,450 $(17,191) $205,259
======== ======== ========
</TABLE>
See Accompanying Notes to Unaudited Pro Forma Financial Information.
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NASHUA CORPORATION
<TABLE>
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<CAPTION>
HISTORICAL PRO FORMA
---------- -------------------------------------------
Nashua Adjustments (Note 2) Nashua
------ ----------- -------- ------
<S> <C> <C> <C> <C>
Net Sales $452,196 $(27,530) [I] $424,666
Cost of products sold 336,037 (19,023) [I] 317,014
Selling, distribution and
administrative expenses 105,977 (1,501) [I] 104,476
Research and development expenses 9,238 (739) [I] 8,499
Restructuring charges 16,247 -- 16,247
Interest expense 5,532 (4,100) [I][J] 1,432
Interest and other income (686) (732) [K] (1,418)
Income from equity investment -- (1,220) [L] (1,220)
-------- -------- --------
Total costs and expenses 472,345 (27,315) 445,030
-------- -------- --------
Loss from continuing operations
before income taxes (20,149) (215) (20,364)
Income tax benefit (4,679) (147) [M] (4,826)
-------- -------- --------
Loss from continuing operations (15,470) (68) (15,538)
Income from discontinued
operations, net of tax 739 (739) [N] --
-------- -------- --------
Net loss $(14,731) $ (807) $(15,538)
======== ======== ========
Earnings per common and common equivalent share:
Loss from continuing operations $ (2.43) $ (.01) $ (2.44)
Income from discontinued operations .12 (.12) --
-------- -------- --------
Net loss $ (2.31) $ (.13) $ (2.44)
======== ======== ========
Average outstanding common shares
plus common equivalents 6,374 6,374
======== ========
</TABLE>
See Accompanying Notes to Unaudited Pro Forma Financial Information.
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NASHUA CORPORATION
<TABLE>
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
THREE MONTH PERIOD ENDED MARCH 29, 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<CAPTION>
HISTORICAL PRO FORMA
---------- -----------------------------------------
Nashua Adjustments (Note 2) Nashua
------ ----------- -------- ------
<S> <C> <C> <C> <C>
Net Sales $101,497 $(11,774) [I] $89,723
Cost of products sold 75,297 (7,098) [I] 68,199
Selling, distribution and
administrative expenses 26,420 (1,012) [I] 25,408
Research and development expenses 2,344 (320) [I] 2,024
Interest expense 1,539 (1,000) [I][J] 539
Interest and other income (122) (183) [K] (305)
Income from equity investment -- (749) [L] (749)
-------- -------- -------
Total costs and expenses 105,478 (10,362) 95,116
-------- -------- -------
Loss from continuing
operations before income taxes (3,981) (1,412) (5,393)
Income tax benefit (1,741) (602) [M] (2,343)
-------- -------- -------
Loss from continuing
operations (2,240) (810) (3,050)
Income from discontinued
operations, net of tax 206 (206) [N] --
-------- -------- -------
Net loss $ (2,034) $ (1,016) $(3,050)
======== ======== =======
Earnings per common and common equivalent share:
Loss from continuing
operations $ (.35) $ (.13) $ (.48)
Income from discontinued operations .03 (.03) --
-------- -------- -------
Net loss $ (.32) $ (.16) $ (.48)
======== ======== =======
Average outstanding common shares
plus common equivalents 6,374 6,374
======== =======
</TABLE>
See Accompanying Notes to Unaudited Pro Forma Financial Information.
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NASHUA CORPORATION
NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION
1. Basis of Presentation
The unaudited pro forma financial information is presented to give effect
to the disposition of the Tape Products Division, a discontinued operation,
and the proposed sale of an estimated 55% of Cerion Technologies Inc.
("Cerion"), currently a wholly-owned subsidiary of Nashua Corporation ("the
Company"). Under the terms of the Tape Products Division sales agreement it
is expected that the Company will receive net proceeds before income taxes
of approximately $26 million for the net assets of the business. As a
result of the sale of Cerion common stock by the Company, it is estimated
that the Company will receive $26.1 million based on an initial stock price
of $13 per share less the costs of issuance.
The unaudited pro forma financial information should be read in conjunction
with the historical financial statements of the Company.
2. Adjustments
The following adjustments have been made in the preparation of the
unaudited pro forma financial information:
A. To record an increase in cash required to settle tax liabilities
resulting from gains incurred on the dispositions.
B. To deconsolidate the assets and liabilities of Cerion from the
Company's historical balance sheet.
C. To eliminate the Tape Products Division's net current assets and
net non-current assets from the Company's historical balance
sheet.
D. To record the use of tax assets totaling $11.6 million as
settlement of tax liabilities resulting from the gains incurred
on the dispositions and the tax benefit of $390,000 relating to
the prepayment penalty of debt.
E. To record the investment in Cerion under the equity method of
accounting of $8,410,000 and a $10 million note receivable to the
Company from Cerion.
F. To record the prepayment of debt as the result of cash proceeds
from the dispositions.
G. To record the tax liability relating to the Cerion transaction
and the disposition of the Tape Products Division.
H. To record the gain, net of taxes, on the sales of common stock by
both the Company and Cerion, the disposition of the Tape Products
Division, and the $1 million prepayment penalty on debt.
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NASHUA CORPORATION
NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION (CONTINUED)
I. To deconsolidate the results of operations of Cerion, net of
certain intercompany adjustments as follows:
<TABLE>
<CAPTION>
For the Three Month
For the Year Ended Period Ended
December 31, 1995 March 29, 1996
----------------- --------------
<S> <C> <C>
Intercompany sales and cost
of products sold $645,000 $ --
Allocated selling, distribution,
and administrative expenses 227,000 102,000
Allocated research and
development expenses 70,000 42,000
</TABLE>
J. To reduce interest expense due to the prepayment of debt from
cash flows generated from the dispositions.
K. To record interest earned on $10 million note receivable from
Cerion.
L. To record income of Cerion under the equity method of accounting.
M. To record the income tax benefit due to the deconsolidation of
Cerion, less a reduction in the benefit due to the reduced
interest expense and the recording of the income of Cerion under
the equity method of accounting.
N. To eliminate the net income for the Tape Products Division.
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SIGNATURES
Pursuant to the requirements of the Security Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NASHUA CORPORATION
(Registrant)
Date: May 15, 1996 By /s/ Daniel M. Junius
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Daniel M. Junius
Vice President-Finance
and Chief Financial Officer
(principal financial and duly
authorized officer)
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