<PAGE>
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 6, 2000
Date of report (Date of earliest event reported)
MACKIE DESIGNS INC.
(Exact Name of Registrant as Specified in Its Charter)
Washington 0-26524 91-1432133
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification Number)
Incorporation)
16220 Wood-Red Road, N.E.
Woodinville, Washington 98072
(Address of Principal Executive Offices) (Zip Code)
(425) 487-4333
(Registrant's Telephone Number,
Including Area Code)
Former Name or Former Address, if Changed Since Last Report: N/A
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This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed
by Mackie Designs Inc. on April 21, 2000 solely to add the pro forma
financial information required by Item 7(b).
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(b) Pro Forma Financial Information
On April 6, 2000, Mackie Designs Inc. (the "Company") acquired 100% of the
outstanding stock from the individual shareholders of Eastern Acoustic Works,
Inc., a Massachusetts corporation ("EAW"), for $18,400,000 in cash.
The accompanying unaudited pro forma balance sheet reflects the effects of
the acquisition of EAW on the Company's historical December 31, 1999 balance
sheet as if the transaction had been completed on December 31, 1999.
The accompanying unaudited pro forma statements of income for the year ended
December 31, 1999 reflect the effects of the acquisition of EAW on the
Company's historical statements of income as if the transaction had been
completed on January 1, 1999.
The unaudited pro forma financial information is presented for informational
purposes only and is not necessarily indicative of the operating results that
would have occurred had the acquisition taken place on the basis assumed
above. In addition, the pro forma results are not intended to be a projection
of the future results and do not reflect any synergies that might have been
achieved from the combined operations. See the accompanying Notes to Pro
Forma Financial Statements for the assumptions used in the preparation of
these statements. These statements should be read in conjunction with the
historical consolidated financial statements of the Company and related notes
included in the Company's Form 10-K filed with the Securities and Exchange
Commission and the historical consolidated financial statements of EAW and
related notes filed previously with this Form 8-K.
MACKIE DESIGNS INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
FOR THE YEAR ENDED DECEMBER 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Historical
---------------------------- Pro Forma Pro Forma
Mackie EAW Adjustments Combined
------------ ----------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Assets
Current assets
Accounts receivable, net $ 31,679,300 $ 5,913,419 $( 426,294) 4 $ 37,166,425
Inventories, net 39,678,922 5,923,033 424,549 2 46,026,504
Other current assets 15,278,457 1,349,799 (6,000,000) 6 10,628,256
---------------------------------------------------------------------------
Total current assets 86,636,679 13,186,251 (6,001,745) 93,821,185
Property, plant and equipment, net 20,501,755 2,764,166 552,833 5 23,818,754
Goodwill, net
7,321,725 897,921 13,973,559 1,9 22,193,205
Other long-term assets
6,393,720 - 6,393,720
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Total assets $120,853,879 $16,848,338 $ 8,524,647 $146,226,864
===========================================================================
Liabilities and Shareholders' Equity
Current liabilities
Short-term borrowings $ 16,009,408 $ 4,086,264 $ 20,095,672
Accounts payable 16,142,548 4,674,060 (426,294) 4 20,390,314
Other current liabilities 17,227,035 2,433,626 3,720,881 6,8 23,381,542
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Total current liabilities 49,378,991 11,193,950 3,294,587 63,867,528
Long-term debt 15,664,662 1,018,539 9,771,429 6 26,454,630
Other long-term liabilities 5,503,244 594,480 6,097,724
Shareholders' equity
Preferred stock - 703,340 (703,340) 7 -
Common stock 25,802,401 732,847 (732,847) 7 25,802,401
Retained earnings 24,504,581 2,605,182 (3,105,182) 1,7 24,004,581
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Total shareholders' equity 50,306,982 4,041,369 (4,541,369) 49,806,982
Total liabilities and shareholders' equity $120,853,879 $16,848,338 $ 8,524,647 $146,226,864
===========================================================================
</TABLE>
SEE ACCOMPANYING NOTES.
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MACKIE DESIGNS INC.
PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Historical
---------------------------- Pro Forma Pro Forma
Mackie EAW Adjustments Combined
------------ ----------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Assets
Net sales $153,822,022 $40,947,667 $(1,524,721) 3 $193,244,968
Cost of sales 96,719,936 24,533,930 (1,044,327) 2,3,5 120,209,539
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Gross profit 57,102,086 16,413,737 (480,394) 73,035,429
Operating expenses
Selling, general and administrative 41,779,613 12,156,043 996,216 1,5 54,931,872
Research and development 7,146,954 2,421,000 27,642 5 9,595,596
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Total operating expenses 48,926,567 14,577,043 1,023,858 64,527,468
Operating Income 8,175,519 1,836,694 (1,504,252) 8,507,961
Interest & other income (expense) (2,107,471) (472,420) (1,469,109) 6 (4,049,000)
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Income before taxes 6,068,048 1,364,274 (2,973,361) 4,458,961
Income taxes 2,810,781 142,000 (923,030) 1,2,3,5,6,8 2,029,751
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Net income $ 3,257,267 $ 1,222,274 $(2,050,331) $ 2,429,210
===========================================================================
Weighted average diluted common
shares outstanding 12,264,679 12,487,179
Diluted income per share $0.27 $ 0.19
</TABLE>
SEE ACCOMPANYING NOTES.
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MACKIE DESIGNS INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1 To reflect the excess of acquisition cost over the estimated fair
value of net assets acquired (goodwill/other intangibles). The
purchase price, purchase-price allocation, and financing of the
Transaction are summarized as follows:
<TABLE>
<S> <C>
Purchase price paid as:
Proceeds of debt issued 18,400,000
Estimated acquisition costs 250,000
-----------
Total purchase consideration 18,650,000
Allocated to:
Historical book value of Eastern Acoustic Works
(EAW) assets and liabilities 4,041,369
Adjustments to step-up assets and liabilities
to fair value:
Inventory 424,549
Pre-acquisition goodwill (897,921)
Property, plant and equipment 552,833
Deferred tax
liabilities (842,310)
-----------
3,278,520
-----------
Excess of purchase price over allocation to
Identifiable tangible assets and liabilities 15,371,480
============
Estimated excess purchase price is allocated as follows:
Goodwill 13,371,480
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Other intangibles (tradename, workforce, etc) 1,500,000
In-process R&D 500,000
Amortization periods are as follows:
Goodwill 20 years
Other intangibles 5 years
</TABLE>
2 To reflect write-up in inventories based on estimated selling
price less costs to complete, costs of disposal and selling
profits as required.
3 Elimination of intercompany sales between the Company's existing
subsidiary and EAW.
4 Elimination of intercompany receivables and payables between the
Company's existing subsidiary and EAW.
5 To reflect the step-up in property, plant, and equipment values to
fair value based on management's best estimates. Property, plant
and equipment is depreciated over estimated useful lives of from
three to seven years.
6 To reflect the issuance of new debt and cash utilized to finance the
purchase price.
7 To reflect the elimination of shareholders' equity accounts of EAW.
8 To reflect estimated deferred tax liabilities arising from the purchase.
9 To reflect the elimination of EAW's existing goodwill.
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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.
MACKIE DESIGNS INC.
Date: June 19, 2000 /s/ William A. Garrard
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William A. Garrard, Vice President - Chief
Financial Officer
