<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHIGNTON, DC 20549
_____
FORM 8-K/A NO. 1
CURRENT REORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 30, 1997
CHICAGO MINIATURE LAMP, INC.
(Exact Name of Registrant as Specified in Charter)
OKLAHOMA 0-0-25848 73-1412000
-------- --------- ----------
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
500 Chapman Street, Canton, Massachusetts 02021
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 828-2948
<PAGE> 2
Item 2 Acquisition of Assets
On January 30, 1997, the Company consummated the purchase of all of the
outstanding shares of capital stock of Valmont Electric, Inc. ("Valmont"), a
wholly owned subsidiary of Valmont Industries, Inc. (the "Seller"). Valmont is
a manufacturer of magnetic and electronic ballasts used in fluorescent
lighting. There was no relationship between the Seller and the Registrant or
any of its officers, directors or affiliates. The purchase price was
approximately $22.3 million and the source of funds was cash realized from
proceeds received from the Company's public offering which occurred in October,
1996.
Item 7 Financial Statements, Pro Forma Financial Information and
Exhibits
At the time of filing of the Form 8-K Report disclosing the acquisition by the
Registrant of all of the outstanding shares of capital stock of Valmont, as set
forth in Item 2 above, the financial statements of the acquired company were
not available. The Registrant committed to file the necessary financial
information within 60 days after the filing date. Following the closing of the
acquisition described in Item 2 above, a dispute arose between the Registrant
and the Seller. As a result of this dispute, the Registrant was not able to
obtain the audited financial statements of Valmont for the year ended December
31, 1996 until the dispute was resolved. The Registrant and Seller have
recently settled their dispute and the historical financial information of
Valmont is now being provided pursuant to this Item 7.
(a) Financial Statements of Business Acquired
(i) Audited financial statements of Valmont Electric, Inc.
and subsidiaries for the fifty-two week period ended
December 28, 1996.
(b) Pro Forma Financial Information
The following pro forma unaudited financial statements for Chicago Miniature
Lamp, Inc. was prepared to reflect the information as if the acquisition of
Valmont described in Item 2 had occurred at the beginning of the periods
presented:
(i) Pro Forma Condensed Consolidated Statements of Operations
for the year ended December 1, 1996.
(ii) Pro Forma Condensed Consolidated Statements of Operations
for the six months ended June 1, 1997.
Note: The combined balance sheet of the Company and Valmont was previously
reported in the Company's quarterly report on Forms 10-Q for the periods ended
March 2, 1997 and June 1, 1997.
2
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Valmont Electric, Inc.
Valley, Nebraska
We have audited the accompanying consolidated balance sheet of Valmont Electric,
Inc. and subsidiaries, a wholly-owned subsidiary of Valmont Industries, Inc., as
of December 28, 1996, and the related consolidated statements of operations,
shareholder's deficit and cash flows for the year 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 audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Valmont Electric, Inc. and
subsidiaries at December 28, 1996, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.
/s/ Deloitte & Touche LLP
February 7, 1997
(July 7, 1997 with respect to Note 9)
3
<PAGE> 4
VALMONT ELECTRIC, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 28, 1996
(DOLLARS IN THOUSANDS)
- -------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS
Current Assets:
Cash $ 279
Accounts receivable, net 15,431
Inventories 19,697
Prepaid expenses 500
--------
Total current assets 35,907
--------
Other Assets 301
Property, Plant and Equipment, at cost 24,737
Accumulated Depreciation 12,964
--------
Net property, plant and equipment 11,773
--------
Total assets $ 47,981
========
LIABILITIES AND SHAREHOLDER'S DEFICIT
Current Liabilities:
Accounts payable $ 4,021
Accrued expenses 8,055
--------
Total current liabilities 12,076
--------
Due to Valmont Industries, Inc. 41,250
Other Noncurrent Liabilities 254
Shareholder's Deficit:
Common stock of $10 par value, authorized 100,000 shares; issued 1,000 shares 10
Retained earnings (5,609)
--------
Total shareholder's deficit (5,599)
--------
Total liabilities and shareholder's deficit $ 47,981
========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
VALMONT ELECTRIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
FIFTY-TWO WEEK PERIOD ENDED DECEMBER 28, 1996
(DOLLARS IN THOUSANDS)
- -------------------------------------------------------------------------------
<TABLE>
<S> <C>
Net Sales $92,945
Cost of Sales 78,894
------
Gross profit 14,051
Selling, General and Administrative Expenses 14,671
------
Operating loss (620)
Other Income 32
------
Loss before income taxes (588)
Income Tax Benefit 207
------
Net loss $ (381)
======
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
VALMONT ELECTRIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDER'S DEFICIT
FIFTY-TWO WEEK PERIOD ENDED DECEMBER 28, 1996
(DOLLARS IN THOUSANDS)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COMMON RETAINED
STOCK DEFICIT TOTAL
<S> <C> <C> <C>
Balance, December 30, 1995 $ 10 $(5,228) $(5,218)
Net loss - (381) (381)
-------- ------- -------
Balance, December 28, 1996 $ 10 $(5,609) $(5,599)
======== ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE> 7
VALMONT ELECTRIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FIFTY-TWO WEEK PERIOD ENDED DECEMBER 28, 1996
(DOLLARS IN THOUSANDS)
- -------------------------------------------------------------------------------
<TABLE>
<S> <C>
Cash flows from operations:
Net loss $ (381)
Depreciation and amortization 1,695
Loss on disposal of property, plant and equipment 93
Changes in:
Accounts receivable (2,059)
Inventories 6,361
Prepaid expenses (222)
Accounts payable (194)
Accrued expenses and other current liabilities 2,212
Other noncurrent liabilities 96
------
Net cash provided by operations 7,601
------
Cash flows from investing activities:
Purchase of property, plant and equipment (2,386)
------
Cash flows from financing activities:
Repayments to parent company (5,389)
------
Net decrease in cash (174)
Cash at beginning of year 453
Cash at end of year $ 279
======
</TABLE>
See accompanying notes to consolidated financial statements.
7
<PAGE> 8
VALMONT ELECTRIC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 28, 1996
(DOLLARS IN THOUSANDS)
- -------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
include the accounts of Valmont Electric, Inc. (the Company), CCC de
Mexico, S.A. de C.V. (CCC) and VBT, Inc. (VBT). The Company and its
subsidiaries design, manufacture and distribute magnetic and electronic
lighting ballasts used in fluorescent lighting fixtures.
CCC is the manufacturing arm of the Company and operates as a mequiladora
company under the laws of Mexico. During 1996, Valmont Industries, Inc.
(the Parent) owned 100% of both the Company and CCC. After year end,
ownership of CCC was transferred to the Company. The accompanying
consolidated statements are presented as if CCC was owned by the Company
throughout 1996.
The Company owns 80% of VBT, and the remaining 20% is owned by Philips
Lighting Electronics Company (formerly Electronic Ballast Technology,
Inc.) (EBT). VBT was created in 1988 as part of a series of agreements
among the Company, EBT and VBT, including an Exclusive License Agreement,
a Joint Venture Agreement and a Shareholder Agreement. Under the
agreements, EBT licenses certain technology and know-how to the Company
and VBT in exchange for royalty payments. The license agreement expires in
the year 2000. Additionally, the Shareholder Agreement provides for the
sharing of VBT profits, if any, between the Company and EBT. To date, VBT
has incurred a cumulative loss. Selling, general and administrative
expenses in the Statement of Operations includes $482 for royalty expenses
in 1996.
All significant intercompany items have been eliminated.
FISCAL YEAR - The Company operates on a 52/53 week fiscal year basis which
ends on the last Saturday in December. Accordingly, the Company's fiscal
year 1996 ended on December 28 and contained 52 weeks.
INVENTORIES - The Company's inventories are valued at the lower of
first-in, first-out (FIFO) cost or market (net realizable value).
PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are stated
at historical cost. Acquired computer software is capitalized and
depreciated over its useful life. The cost of internally developed
software is expensed as incurred. Depreciation and amortization are
provided on the straight-line method over the estimated useful lives of
the respective assets, equipment and machinery, three to seven years, land
improvements, ten years, and leasehold improvements, fifteen years.
WARRANTY COSTS - The Company provides a limited warranty on all of its
products. The warranty period is two years from the date of manufacture
for magnetic ballasts and five years (three years prior to June 1994) from
the date of manufacture for electronic ballasts. Under the terms of the
warranty policy, the Company will replace any ballast that fails during
the warranty period. Costs of sales for 1996 includes warranty costs of
$7,435. Provision for the estimated warranty costs is made in the period
in which such costs become probable and is periodically adjusted to
reflect actual experience. Warranty accruals of
8
<PAGE> 9
$5,700 and $4,061 are included in accrued expenses in the balance sheets
at December 28, 1996 and December 30, 1995, respectively. The increase in
the accrual results primarily from a change in the estimate of defective
products manufactured in 1995 and prior. Allowances granted for customer
satisfaction in excess of the basic warranty are treated as period costs
at the time of the grant and are not included in the accrued warranty
expense account.
As a result of the change in the length of the warranty period in 1994 and
changes in the product design, the Company has a limited history for
electronic ballasts from which warranty costs may be estimated. It is
therefore reasonably possible that actual warranty costs may differ in the
near term from the amount accrued in the accompanying balance sheet.
INCOME TAXES - The Company is included in the Parent's consolidated group
for purposes of Federal and many state income tax returns. The Company's
income tax expense (benefit) is calculated using the average tax rate for
the consolidated group, and all income tax assets and liabilities (current
and deferred) are transferred to the Parent through the intercompany
account.
FOREIGN OPERATIONS AND EXCHANGE - CCC de Mexico, S.A. de C.V. (CCC) is the
manufacturing arm of the Company and operates as a mequiladora company
under the laws of Mexico. As defined by Financial Accounting Standards 52,
the functional currency of CCC is the United States dollar. Accordingly,
plant, property and equipment and shareholder's equity are translated from
Mexican pesos to U.S. dollars using historic rates. The intercompany
account between CCC and the Company is denominated in U.S. dollars. All
other balance sheet accounts are translated from Mexican pesos to U.S.
dollars using current exchange rates. Also, as provided by FAS-52, gains
and losses from the translation of Mexican pesos to U.S. dollars are
recognized in current net income. Additionally, the Company sells products
in Canada in Canadian dollars. The exchange gain or loss resulting from
the change in the exchange rate from date of invoicing to date of
collection is recorded as other income (deductions) in the Statement of
Operations. The Company reported a total currency gain of $17 for 1996.
CASH MANAGEMENT - Funding for the operation of the Company is provided by
the Parent, which sweeps the Company's cash receipts on a daily basis and
funds the Company's cash disbursements and payrolls. Intercompany cash
transactions are accounted for through the intercompany account. Interest
is not charged on the intercompany account balance. The average
intercompany account balance was $46,000 for 1996.
USE OF ESTIMATES - Management of the Company has made a number of
estimates and assumptions relating to the reporting of assets and
liabilities and the disclosure of contingent assets and liabilities to
prepare these financial statements in conformity with generally accepted
accounting principles. Actual results could differ from those estimates.
9
<PAGE> 10
2. ACCOUNTS RECEIVABLE
Accounts receivable and related allowance consist of the following at
December 28, 1996:
<TABLE>
<S> <C>
Trade accounts $17,824
Other 54
-------
17,878
Less: Allowance for doubtful accounts 215
Less: Allowance for pending claims 2,232
-------
Net receivables $15,431
=======
</TABLE>
3. INVENTORIES
Inventories consist of the following at December 28, 1996:
<TABLE>
<S> <C>
Raw material $12,552
Work in process 1,647
Finished goods 8,781
-------
22,980
Less: Valuation and obsolescence reserves 3,283
-------
Net inventories $19,697
=======
</TABLE>
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, at cost, consist of the following at
December 28, 1996:
<TABLE>
<S> <C>
Machinery and equipment $13,035
Buildings and improvements 4,990
Office furniture and equipment 3,515
Land and improvements 663
Leasehold improvements 646
Transportation equipment 209
Construction in progress 1,679
-------
24,737
Less: Accumulated depreciation 12,964
-------
Net property, plant and equipment $11,773
=======
</TABLE>
10
<PAGE> 11
The Company also leases its office and warehouse in El Paso, Texas and
its sales office in Denton, Texas under long-term operating leases with
unexpired terms ranging from three to seven years. Rental expense for
operating leases amounted to $768 for fiscal 1996. Minimum lease payments
under operating leases expiring subsequent to December 28, 1996 are:
<TABLE>
<CAPTION>
FISCAL YEAR ENDING:
<S> <C>
1997 $ 444
1998 444
1999 471
2000 449
2001 467
Subsequent 940
------
Total minimum lease payments $3,215
======
</TABLE>
5. ACCOUNTS PAYABLE
Accounts payable consist of the following at December 28, 1996:
<TABLE>
<S> <C>
Trade accounts $2,476
Sales discounts and rebates 1,305
Other 240
------
Total $4,021
======
</TABLE>
6. ACCRUED EXPENSE
Accrued expenses consist of the following at December 28, 1996:
<TABLE>
<S> <C>
Warranty claims $5,700
Compensation and benefits 727
Agents' Commission 159
Royalties 974
Other 495
------
Total $8,055
======
</TABLE>
7. EMPLOYEE RETIREMENT SAVINGS PLAN
Eligible U.S. employees of the Company may participate in the retirement
savings plan of the Parent, which is established under Internal Revenue
Code Section 401(k). The Company makes an annual basic contribution equal
to $.25 on the dollar of the first 3% of each participant's annual pay. In
addition, participants can elect to contribute up to 15% of annual pay, on
a pretax and/or after-tax basis. The Company will match $.50 to $.75 on
the dollar of the first 6% of the employee pretax contribution. The
Company, at the discretion of the Parent's Board of Directors, may also
pay a supplemental contribution of up to $.50 on the dollar of the first
6% of the participants' pretax contributions. The 1996 Company
contributions to this plan for Valmont Electric, Inc. employees amounted
to approximately $167.
11
<PAGE> 12
8. SENIORITY PREMIUM PLAN
CCC de Mexico has a seniority premium plan which consists of a lump sum
payment of 12 days' wages for each year worked, on the basis of the latest
salary. Maximum salary is limited to double the legal minimum wage.
Related liability and net periodic cost related to the plan are calculated
by an independent actuary on the basis of formulas defined in the plan, by
using the projected unit credit method. The current status for CCC's
defined benefit plan is as follows:
<TABLE>
<S> <C>
Current benefit obligation $110
Projected benefit obligations $198
Plan assets $223
Amounts pending of amortization:
Unrecognized net obligation $ 29
Net projected liability included in accrued expenses
in the balance sheet $ 4
Net periodic seniority cost $ 14
</TABLE>
9. SUBSEQUENT EVENTS
On January 28, 1997, Valmont Industries, Inc. (the Parent) sold all the
common stock of the Company to Chicago Miniature Lamp, Inc. Accordingly,
all references to the Parent in these notes may not be valid following the
sale. For income tax purposes, the sale is being treated as a sale of
assets under Internal Revenue Code section 338h(10). As a result, the tax
assets and liabilities (see Note 1) previously transferred to the Parent
(Valmont Industries, Inc.) will remain with the Parent. Following the sale
the name of the Company was changed to Power Lighting Products, Inc.
In July, 1997, ownership of CCC was transferred to the Company.
10. CONTINGENCIES
The Company and its subsidiaries are involved in various claims and
lawsuits incidental to its business. In the opinion of management, these
claims and lawsuits in the aggregate will not have a material adverse
effect on the Company's consolidated financial statements.
12
<PAGE> 13
CHICAGO MINIATURE LAMP, INC.
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The unaudited Pro Forma Condensed Consolidated Financial Statements are based
on (i) Chicago Miniature Lamp, Inc.'s audited Consolidated Statement of Income
for the year ended December 1, 1996 and unaudited Consolidated Statement of
Income for the six months ended June 1, 1997, (ii) Alba's unaudited Combined
Income Statement for the four months ended April 30, 1996 and (iii) Valmont's
audited Consolidated Statement of Operations for the year ended December 28,
1996 and unaudited Consolidated Statement of Operations for the two months
ended February 2, 1997.
The Valmont Acquisition was accounted for under the purchase method of
accounting. The total purchase price for the acquisition was allocated to
tangible and identifiable intangible assets and liabilities based on
management's estimate of their fair values with the excess of cost over net
assets acquired allocated to goodwill.
The unaudited Pro Forma Condensed Consolidated Financial Statements do not
purport to be indicative of the combined results of operations that actually
would have occurred if the transactions described above had been effected at
the dates indicated or to project future results of operations for any period.
The unaudited Pro Forma Condensed Consolidated Financial Statements should be
read in conjunction with Chicago Miniature Lamp, Inc.'s Consolidated Financial
Statements and Valmont's Consolidated Financial Statements and respective
related notes thereto included elsewhere in this filing.
13
<PAGE> 14
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 1,1996
(In thousands, except per share data)
<TABLE>
<CAPTION>
Company Pro Forma Pro Forma
Historical Adjustments Adjustments Pro Forma
Year Ended Alba for Alba Valmont for Valmont Year Ended
12/01/96 Acquisition(1) Acquisition Acquistion (5) Acquisition 12/01/96
---------- ------------- ----------- -------------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Net sales $94,171 $10,668 $ - $92,945 $ - $197,784
Cost of products sold 61,147 8,146 51 (2) 78,894 (326)(6) 147,912
------- ------- ------ ------- ------- --------
Gross margin 33,024 2,522 (51) 14,051 326 49,872
Selling,general and
admin. 14,552 2,938 (474)(3) 14,671 (147)(6) 31,540
------- ------- ------ ------- ------- --------
Operating income 18,472 (416) 423 (620) 473 18,332
Interest expense 301 141 - - 442
Other income (1,294) (49) (32) (1,375)
------- ------- ------ ------- ------- --------
Inc. before income
taxes 19,465 (508) 423 (588) 473 19,265
Income taxes 6,029 46 (72)(4) (207) 170 (7) 5,966
------- ------- ------ ------- ------- --------
Net income $13,436 $ (554) $ 495 $ (381) $ 303 $ 13,299
======= ======= ====== ======= ======= ========
Earnings per share $ 0.83 $ 0.82
======= ========
Weighted average
shares outstanding 16,238 16,238
======= ========
</TABLE>
(1) Four months of Alba operations have been added.
(2) Depreciation has been adjusted to reflect revised estimated useful lives
and revaluation of fixed assets to fair market value as if the Alba
Acquisition had occurred on December 4, 1995.
(3) Gives effect to the Alba Acquisition and adjustments to selling, general
and administrative expenses resulting from the implementation of the
Company's acquisition plans to reduce sales commissions and realign
certain operations.
(4) Income taxes has been adjusted to reflect the expected additional income
tax benefit resulting from the Pro Forma adjustments. The adjustment gives
effect to an effective tax rate of approximately 31%.
(5) Twelve months of Valmont operations have been added.
(6) Depreciation has been adjusted to reflect revised estimated useful lives
and revaluation of fixed assets to fair market value as if the Valmont
Acquisition had occurred on December 4, 1995.
(7) Income taxes has been adjusted to reflect the expected additional income
tax expense resulting from the Pro Forma adjustments. The adjustment gives
effect to an effective tax rate of approximately 31%.
14
<PAGE> 15
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Six Months Ended June 1,1997
(In thousands, except per share data)
<TABLE>
<CAPTION>
Company
Historical Pro Forma
Six Months Six Months
Ended Valmont Ended
06/01/97 Acquisition(1) Adjustments 06/01/97
-------- ------------- ----------- --------
<S> <C> <C> <C> <C>
Net sales $85,991 $15,491 $ - $101,482
Cost of products sold 61,303 13,149 (50)(2) 74,402
------- ------- ----- --------
Gross margin 24,688 2,342 50 27,080
Selling,general and administrative 13,881 2,445 (25)(2) 16,301
------- ------- ----- --------
Operating income 10,807 (103) 75 10,779
Interest expense (1,971) (1,971)
Other income (1,962) (5) (1,967)
------- ------- ----- --------
Income before income taxes 14,740 (98) 75 14,717
Income taxes 4,944 (35) 27 (3) 4,936
------- ------- ----- --------
Net income $ 9,796 $ (63) $ 48 $ 9,781
======= ====== ===== ========
Earnings per common share $ 0.51 $ 0.51
======= ========
Weighted average shares outstanding 19,265 19,265
======= ========
</TABLE>
(1) Two months of Valmont operations have been added.
(2) Depreciation has been adjusted to reflect revised estimated useful lives
and revaluation of fixed assets to fair market value as if the Valmont
acquisition had occurred on December 2, 1996.
(3) Income taxes has been adjusted to reflect a pro forma consolidated
effective tax rate of approximately 34%.
15
<PAGE> 16
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused the report to be signed on its behalf by the
undersigned hereto duly authorized.
CHICAGO MINIATURE LAMP, INC.
By: /s/ Richard Parenti
---------------------------------
Richard Parenti, Vice President
7/16/97
16
