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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
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(X) Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 30, 1994
OR
( ) Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from ------ to -------
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Commission File No. 1-7744
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PACIFIC SCIENTIFIC COMPANY
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-0744970
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
620 Newport Center Drive, Suite 700
Newport Beach, California 92660
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 714/720-1714
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
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Common Stock, par value $1.00 per share New York Stock Exchange
7-3/4% Convertible Subordinated Debentures New York Stock Exchange
due June 15, 2003
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (X) No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (X)
The aggregate market value of the voting stock held by
nonaffiliates of the registrant, computed on the basis of $19.625
per share, which was the last sale price on the New York Stock
Exchange on March 3, 1995, was $215,528,736.
As of the latest practicable date, there were 10,982,356 shares of
registrant's common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Stockholders for the fiscal year ended December
30, 1994 (only specific portions of which are incorporated by
reference in Parts I and II); definitive Proxy Statement to be
filed pursuant to Regulation 14A relating to the 1995 Annual
Meeting of Stockholders (incorporated by reference in Part III).
The Exhibit Index begins on Page 16
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MANAGEMENT'S DISCUSSION & ANALYSIS
Inventories were $37.3 million at the end of 1994 compared to
$33.5 million at the end of 1993, an increase of 11.3 percent
compared to a sales increase of 20 percent. Inventory turns were
4.7 times per year at the end of 1994 compared to 4.5 at the end
of 1993.
The Company is continuing environmental remediation at one of its
former plant sites and has been designated as potentially
responsible, along with other companies, for certain waste
disposal sites. The Company establishes reserves for such costs
as are probable and reasonably able to be estimated, and believes
that the ultimate liability incurred will not have a material
adverse effect on the financial position of the Company.
At the end of 1994, the Company had cash and short-term
investments of $3.4 million, plus $6.1 million of restricted cash
representing the proceeds of Industrial Revenue Bonds that the
Company issued in 1989 in anticipation of building a new
manufacturing facility. Total debt at the end of 1994 --
including both short- and long-term bank debt, convertible
subordinated debt and Industrial Revenue Bonds -- totaled $46.0
million, for a debt-less-cash balance of $36.5 million. The ratio
of long-term debt to capitalization decreased to 32 percent at the
end of 1994 as compared to 35 percent and 28 percent at the end of
1993 and 1992, respectively.
The Company continued to invest in plant and equipment in 1994 as
part of its drive to improve productivity and make its products
more competitive. During 1994, 1993 and 1992, the Company
invested $9.5 million, $7.6 million and $7.8 million,
respectively. Total depreciation and amortization was $11.8
million in 1994 and $10.5 million and $8.9 million in 1993 and
1992, respectively.
At the end of 1994, the Company had unused lines of credit of
$36.9 million. The Company believes that internally generated
funds will be sufficient to finance operations, fund planned
capital expenditures, pay interest and dividends, and further
reduce debt.
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
of Pacific Scientific Company:
We have audited the accompanying consolidated balance sheets of
Pacific Scientific Company and subsidiaries as of December 30,
1994, December 31, 1993 and December 25, 1992 and the related
consolidated statements of operations, cash flows and
stockholders' equity for each of the fiscal years then ended.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of
Pacific Scientific Company and subsidiaries as of December 30,
1994, December 31, 1993 and December 25, 1992, and the results of
their operations and their cash flows for each of the fiscal years
then ended, in conformity with generally accepted accounting
principles.
Deloitte & Touche LLP
Costa Mesa, California
February 3, 1995
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