UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) June 14, 2000
OMNI Rail Products, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 33-75276 68-0281098
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(State or jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
975 SE Sandy Blvd., Portland, Oregon 97214
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (503) 230-8034
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
(a) On June 14, 2000, the Company issued a press release as follows:
OMNI RAIL PRODUCTS, INC.--CLOSES $7 MILLION SENIOR DEBT FINANCING
PORTLAND, OREGON, June 14, 2000 . . . OMNI RAIL PRODUCTS, INC. (OTC BULLETIN
BOARD: ORXR) ("OMNI"), announced today that it has closed a $7 million senior
debt financing package with LaSalle Business Credit, Inc. "This financing
strengthens our ability to expand to full national coverage with OMNI's industry
leading concrete, concrete/rubber and rubber grade crossing products. Through a
combination of direct capital investment, acquisition of related companies and
strategic manufacturing alliances, we expect to expand our capacity to offer
engineered grade crossing solutions to our customers with unparalleled delivery
performance," said Robert E. Tuzik, OMNI's President.
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The LaSalle financing replaces senior debt that was due this year with a three
year term agreement. The package includes $2 million term debt; a $2.5 million
revolving credit line; and a $2.5 million acquisition facility. More favorable
interest rates and fee terms are expected to significantly reduce financing
expenses over the term of the agreement.
This new financing triggers reclassification of approximately $1.5 Million of
short term debt to long term debt which significantly improves the OMNI balance
sheet. According to Mr. Tuzik, management is exploring additional opportunities
to strengthen the balance sheet and provide financial resources to support
strategic sales growth.
OMNI Products, Inc., the Company's wholly owned subsidiary, is a leading
supplier of a full line of premium virgin rubber and concrete/rubber
highway-rail grade crossing surfaces. OMNI supplies crossing surfaces to all
major North American railroads, numerous short line and regional railroads,
independent railway contractors, transit systems, ports, intermodal yards,
manufacturing facilities with rail access, and municipalities.
For further information about OMNI, please visit the Company's web site at
www.omnirail.com.
Except for the historical information contained herein, the matters set forth in
this release include forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to risks and uncertainties that may
cause actual results to differ materially. These risks and uncertainties are
detailed and are discussed from time to time in the Company's periodic reports
filed with the Securities and Exchange Commission. The forward-looking
statements included in this release speak only as of the date hereof.
(b) On June 27, 2000, the Company issued a press release as follows:
OMNI RAIL PRODUCTS, INC.--ANNOUNCES A 31% INCREASE IN PRE-TAX NET EARNINGS
FOR ITS FISCAL YEAR ENDED APRIL 30, 2000 (www.omnirail.com).
PORTLAND, OREGON, June 27, 2000 . . . OMNI RAIL PRODUCTS, INC. (OTC BULLETIN
BOARD: ORXR) ("OMNI") announced pre-tax net earnings for the fiscal year ended
April 30, 2000 increased 31%. Net earnings before taxes for the year were
$1,513,454 ($0.89 per basic share), on sales of $13,770,912, compared to net
earnings of $1,151,213 ($0.66 per basic share) on sales of $12,438,192 for the
same period last year. After tax net earnings for fiscal 2000, including a
one-time $493,000 tax benefit, were $2,006,454, or $1.18 per basic share. Sales
for the fourth quarter ended April 30, 2000, were $3,689,366 with pre-tax net
earnings of $505,517 ($0.29 per basic share), compared to sales for the fourth
quarter last fiscal year of $3,336,324 and net earnings of $375,980 ($0.22 per
basic share).
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Bob Tuzik, the Company's President and Chief Operating Officer, attributes the
improvement in the Company's operating results to improved gross margins through
better operating efficiencies, lower financing costs due to lower borrowings,
and an almost 10% increase in sales. "We've improved our performance despite a
highly competitive environment," he said. "We're continuing to expand our
extensive product line, improve our customer service, and position the Company
for further market penetration and consolidating acquisitions."
OMNI Products, Inc., the Company's wholly owned subsidiary, is the only supplier
of a full line of premium virgin rubber, concrete and concrete/rubber
highway-rail grade crossing surfaces, which include OMNI's patented RailGuard
virgin rubber flangeway filler, Full Depth Heavy Duty and Steel Reinforced
virgin rubber products; Standard Concrete, Standard Concrete Rubber (SCR),
Improved Concrete (IC) and Embedded Concrete Rubber (ECR), full-depth concrete
and concrete/rubber crossing panels; and TraCast tie- less concrete crossing
modules. OMNI supplies crossing surfaces to all major North American railroads,
numerous short line and regional railroads, independent railway contractors,
transit systems, ports, intermodal yards, manufacturing facilities with rail
access, and municipalities.
Except for the historical information contained herein, the matters set forth in
this release include forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to risks and uncertainties that may
cause actual results to differ materially. These risks and uncertainties are
detailed and are discussed from time to time in the Company's periodic reports
filed with the Securities and Exchange Commission. The forward-looking
statements included in this release speak only as of the date hereof.
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OMNI RAIL PRODUCTS, INC. & SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
Assets
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Audited Audited
April 30, April 30,
2000 1999
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Current Assets:
Cash $ 157,813 $ 36,280
Accounts receivable, net 1,627,030 1,478,337
Inventories 1,593,645 1,330,663
Current deferred tax benefit 168,000 --
Other current assets 78,658 51,241
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Total current assets 3,625,146 2,896,521
Long-term deferred tax benefit 325,000 --
Real estate held for sale 1,400,000 1,400,000
Property plant and equipment, net 2,098,590 1,904,156
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$ 7,448,736 $ 6,200,677
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Liabilities and Stockholders' Equity (Deficit)
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Current liabilities:
Accounts payable 1,462,280 1,480,166
Accrued liabilities 855,262 879,995
Notes payable 693,373 1,693,135
Current portion of long-term debt 459,461 1,373,412
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Total current liabilities 3,470,376 5,426,708
Long-term debt, less current portion 2,585,061 1,403,115
Stockholders' equity (deficit)
Common stock 17,401 17,031
Convertible preferred stock -- 1,956
Additional paid-in capital 2,387,457 2,369,880
Accumulated deficit (1,011,559) (3,018,013)
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Total stockholders' equity (deficit) 1,393,299 (629,146)
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$ 7,448,736 $ 6,200,677
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<CAPTION>
OMNI RAIL PRODUCTS, INC. & SUBSIDIARY
Condensed Consolidated Statements of Operations
Years and Quarters ended April 30, 2000 and 1999
Quarters ended Years ended
Unaudited Unaudited Audited Audited
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net Sales $ 3,689,666 $ 3,336,324 $ 13,770,912 $ 12,438,192
Cost of Sales 2,527,338 2,380,598 9,647,232 9,100,437
------------ ------------ ------------ ------------
Gross profit 1,162,328 955,726 4,123,680 3,337,755
------------ ------------ ------------ ------------
General and administrative expenses 356,213 312,762 1,271,558 1,117,020
Selling expenses 238,567 255,837 960,285 985,350
Engineering 16,142 14,711 62,327 113,795
------------ ------------ ------------ ------------
Restructuring charge -- -- -- (130,436)
------------ ------------ ------------ ------------
610,922 583,310 2,294,170 2,085,730
------------ ------------ ------------ ------------
Income from operations 551,406 372,416 1,829,510 1,252,025
------------ ------------ ------------ ------------
Other income (expense):
Interest expense (103,456) (108,044) (451,316) (537,952)
Miscellaneous income 57,567 111,608 135,260 437,200
------------ ------------ ------------ ------------
Total other income (expense) (45,889) 3,567 (316,056) (100,752)
------------ ------------ ------------ ------------
Net earnings before income taxes 505,517 375,980 1,513,454 1,151,273
Provision for income tax benefit 493,000 -- 493,000 --
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Net earnings $ 998,517 $ 375,980 $ 2,006,454 $ 1,151,273
============ ============ ============ ============
Basic earnings per share $ 0.58 $ 0.22 $ 1.18 $ 0.66
============ ============ ============ ============
Basic weighted common shares outstanding 1,719,736 1,703,098 1,707,201 1,735,473
------------ ------------ ------------ ------------
Diluted earnings per share $ 0.31 $ 0.12 $ 0.63 $ 0.52
============ ============ ============ ============
Diluted weighted common shares outstanding 3,205,261 3,151,488 3,192,726 2,232,940
============ ============ ============ ============
The Company's Common Stock is traded over the counter on the electronic Bulletin Board of NASD under the symbol ORXR.
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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.
Date: July 14, 2000 OMNI Rail Products, Inc.
By: /s/ Robert E. Tuzik
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Robert E. Tuzik, President
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