SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-3
CURRENT REPORT
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 27, 1998
MILLER BUILDING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-14651 36-3228778
(State or other (Commission File (I.R.S. Employee
jurisdiction of Number) Indentification
incorporation or Number)
organization)
58120 County Road 3 South 46517
Elkhart, Indiana
(Address of principle executive (Zip Code)
offices)
(219) 295-1214
(Registrant's telephone number, including area code)
The undersigned registrant hereby amends its response to Item 7,
Financial Statements and Exhibits of its Current Report on Form
8-K, dated February 13, 1998 and as last amended by Form 8-K/A-2,
dated April 14, 1998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Pro forma financial information.
The following revised pro forma financial statements,
which are revised to correct the cash portion of the
purchase price, are filed herewith:
Pro Forma Condensed Consolidated Balance Sheet as of
December 28, 1997
Pro Forma Condensed Consolidated Statement of Income for
the six months ended December 28, 1997
Pro Forma Condensed Consolidated Statement of Income for
the year ended June 28, 1997
Notes to Pro Forma Condensed Consolidated Financial
Statements
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.
MILLER BUILDING SYSTEMS, INC.
Date: May 28, 1998
By: \Edward C. Craig
Edward C. Craig,
President and Chief
Executive Officer
MILLER BUILDING SYSTEMS, INC.
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated financial statements
(the "Pro Forma Statements") are required by the rules of the Securities and
Exchange Commission and are provided for informational purposes only. The Pro
Forma Statements should not be considered indicative of the results that would
have been or will be attained since they are based on historical rather than
prospective information and include certain assumptions which are subject to
change. The revised Pro Forma Statements reflect certain adjustments to
goodwill on the Condensed Consolidated Balance Sheet and the corresponding
impact on the Condensed Consolidated Statements of Income.
The Pro Forma Statements illustrate the effects of the transactions between
Miller Building Systems, Inc. (the "Registrant") and United Structures, Inc.
("United"), and are based on the historical financial statements of the
Registrant for the year ended June 28, 1997 and as of and for the six months
ended December 28, 1997 and the historical financial statements of United as of
December 31, 1997, for the twelve-month period ended June 30, 1997 and for the
six-month period ended December 31, 1997. These Pro Forma Statements reflect
how the Registrant's consolidated balance sheet might have appeared if the
transaction had occurred on December 28, 1997 and how the Registrant's
consolidated statements of income for the year ended June 28, 1997 and the six-
months ended December 28, 1997 might have appeared if the transactions had
occurred at the beginning of each respective period. The Registrant will
account for the acquisition of United using the purchase method of accounting.
The Pro Forma Statements are unaudited and should be read in conjunction with
the accompanying notes thereto and with the historical financial statements and
related notes of the Registrant and United. The pro forma purchase adjustments
are based on assumptions and estimates made specifically for the purpose of
preparing these Pro Forma Statements. In the opinion of the Registrant's
management, these Pro Forma Statements are reasonable under the circumstances.
MILLER BUILDING SYSTEMS, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of December 28, 1997
(Unaudited)
(In Thousands)
Historical Pro Forma
Miller Building United
ASSETS Systems, Inc. Structures, Inc.
12/28/97 12/31/97 Adj. Consolidated
Current assets:
Cash and cash equivalents $ 167 $ 295 $ - $ 462
Receivables 7,141 3,508 - 10,649
Inventories 3,850 1,169 - 5,019
Deferred income taxes 448 - - 448
Property held for sale 392 - - 392
Other current assets 194 - - 194
Total current assets 12,192 4,972 - 17,164
Property, plant and
equipment net 7,146 366 (219)(1) 7,293
Goodwill 18 - 4,368 (2) 4,386
Other assets 88 - - 88
Total assets $ 19,444 $ 5,338 $ 4,149 $ 28,931
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Short-term borrowings $ 1,500 $ 1,100 $ 3,005 (3) $ 5,605
Current maturities of
long-term debt 133 28 (9)(1) 152
Accounts payable 2,119 1,468 - 3,712
Accrued income taxes 282 - - 282
Accrued expenses and other 806 1,447 125 (3) 2,253
Total current liabilities 4,840 4,043 3,121 12,004
Long-term debt, less
current maturities 1,233 102 (29)(1) 1,306
Deferred income taxes 133 - - 133
Other 17 - - 17
Total liabilities 6,223 4,145 3,092 13,460
Stockholders equity
Common stock 40 1 (1)(4) 40
Additional paid-in capital 11,455 - - 11,455
Retained earnings 4,561 1,192 223 (3)(4) 5,976
Treasury stock, at cost (2,835) - 835 (3) (2,000)
Total stockholders' equity 13,221 1,193 1,057 15,471
Total Liabilities and
stockholders' equity $ 19,444 $ 5,338 $ 4,149 $ 28,931
See accompanying notes to pro forma condensed consolidated financial statements
MILLER BUILDING SYSTEMS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
For the six months ended December 28, 1997
(Unaudited)
(In thousands, except per share data)
Historical Pro Forma
Miller Building United
Systems, Inc. Structures, Inc.
Six Months Ended Six Months Ended
12/28/97 12/31/97 Adj. Consolidated
Net sales $ 23,721 $ 6,847 $ - $ 30,568
Costs and expenses:
Cost of products sold 19,136 4,414 109 (5) 23,659
Selling, general
and admin. 2,972 1,492 - 4,464
Interest expense 95 56 106 (6) 257
Other income - (15) - (15)
INCOME BEFORE INCOME TAXES 1,518 900 (215) 2,203
Income taxes 576 342 (7) (82)(8) 836
NET INCOME $ 942 $ 558 $ (133) $ 1,367
Earnings per share
of common stock:
Basic $ 0.29 $ 0.39
Diluted $ 0.28 $ 0.38
Number of shares used in
computation of earnings
per share:
Basic 3,245,372 3,470,372
Diluted 3,397,435 3,622,435
See accompanying notes to pro forma condensed consolidated financial statements
MILLER BUILDING SYSTEMS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the year ended June 28, 1997
(Unaudited)
(In thousands, except per share data)
Historical Pro Forma
Miller Building United
Systems, Inc. Structures, Inc.
Year Ended Twelve Months Ended
6/28/97 6/30/97 Adj. Consolidated
Net sales $ 46,287 $ 6,595 $ - $ 52,882
Costs and expenses:
Cost of products sold 37,323 5,564 218 (5) 43,105
Selling, general
and admin. 6,334 321 - 6,655
Interest expense 155 60 229 (6) 444
Other income (105) - - (105)
INCOME BEFORE INCOME TAXES 2,580 650 (447) 2,783
Income taxes 1,006 247 (7) (170)(8) 1,083
NET INCOME $ 1,574 $ 403 $ (277) $ 1,700
Earnings per share
of common stock:
Basic $ 0.50 $ 0.50
Diluted $ 0.47 $ 0.47
Number of shares used in
computation of earnings
per share:
Basic 3,157,706 3,382,706
Diluted 3,355,540 3,580,540
See accompanying notes to pro forma condensed consolidated financial statements.
MILLER BUILDING SYSTEMS, INC.
NOTES TO PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For purposes of the unaudited pro forma condensed consolidated balance sheet, it
is assumed the transaction occurred on December 28, 1997. For purposes of the
unaudited pro forma consolidated statements of income, it is assumed the
transaction occurred at the beginning of each respective period presented.
A summary of the acquisition of United by the Registrant and the related pro
forma adjustments reflected in the accompanying Pro Forma Statements are as
follows:
Cost of acquisition (in thousands):
Purchase Price of all of the issued and
outstanding common stock of United:
Cash ($2,000 at closing and $1,005
at post closing) $ 3,005
Common stock of the Registrant 2,250
Estimated acquisition costs 125
$ 5,380
Net assets acquired (in thousands):
Stockholders' equity of United as of December 31, 1997 $ 1,193 (4)
(Assets) and liabilities retained by stockholders of
United
Leasehold improvements (188) (1)
Equipment (39) (1)
Accumulated depreciation 8 (1)
Current maturities of long-term debt 9 (1)
Long-term debt 29 (1)
Goodwill 4,368 (2)
$ 5,380
(1) Adjustment for the retention of certain assets and liabilities by
stockholders of United.
(2) To record goodwill associated with the acquisition of United by the
Registrant.
(3) To reflect the issuance by Registrant of 225,000 shares of Common Stock at
$10.00 per share (market value) from treasury stock (cost $3.71 per share),
the borrowing of $3,005,000 on the Registrant's revolving line of credit
and the accrual of $125,000 of direct acquisition costs.
(The issuance of 225,000 shares of Common Stock assumes the maximum earnout
provisions contained in the Stock Purchase Agreement).
(4) Elimination of the stockholders' equity of United.
MILLER BUILDING SYSTEMS, INC.
NOTES TO PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(5) To record increased amortization expense resulting from the recording of
goodwill in the amount of $4,368,000. Goodwill is being amortized using
the straight-line method over a 20-year period.
(6) To reflect interest expense resulting from the Registrant's borrowing on
its revolving line of credit. For the year ended June 28, 1997, the
amount of interest expense is based upon an outstanding principle balance
of $2,000,000 for twelve months and $1,005,000 for nine months and an
effective borrowing rate of 8.3%. For the six months ended
December 28, 1997, the amount of interest expense is based upon an
outstanding principle balance of $2,000,000 for six months and $1,005,000
for three months and an interest rate of 8.5%. The interest rate reflects
the rate the Registrant believes it would have incurred during the period
based on the terms of its borrowing arrangements.
(7) To apply federal and state income taxes to the pre-tax income of United
assuming an effective tax rate of 38%. United previously had elected to
be taxed as a S Corporation and, accordingly, no provision for income taxes
had been made in United's historical financial statements.
(8) Income tax effect of adjustments (5) and (6). The Registrant intends to
make a Section 338 election to treat this stock purchase as an asset
purchase and, accordingly, goodwill will be deductible over a fifteen-year
period.
