-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Djb3FBM/pKFUzbGo77W1wp7dz6xCnZdGsRUaAERu8Z06tCEUUwlh7X1bqM9IX2C8 2jIxR6SSuAMtdWOe0cIt3A== 0000898430-95-000829.txt : 19950516 0000898430-95-000829.hdr.sgml : 19950516 ACCESSION NUMBER: 0000898430-95-000829 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950228 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWPORT CORP CENTRAL INDEX KEY: 0000225263 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 940849175 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-01649 FILM NUMBER: 95538470 BUSINESS ADDRESS: STREET 1: 1791 DEERE AVE CITY: IRVINE STATE: CA ZIP: 92714 BUSINESS PHONE: 7148633144 FORMER COMPANY: FORMER CONFORMED NAME: DOLE JAMES CORP DATE OF NAME CHANGE: 19910905 8-K/A 1 FORM 8-K/A UNITED STATES 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 Date of Report (Date of earliest event reported) February 28, 1995 -------------------------------- NEWPORT CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 0-1649 094-0849175 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation or organization) File Number Identification No.) 1791 Deere Avenue, Irvine, CA 92714 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (714) 863-3144 ------------------------------ Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed, since last report.) Page 1 of 12 Pages Exhibit Index on Sequentially Numbered Page 3 Item 7. Financial Statements, Pro Forma Financial Information and --------------------------------------------------------- Exhibits -------- (a) Financial Statements of Business Acquired. ------------------------------------------ Audited Financial Statements of ROI as of March 31, 1994 and for the year then ended. (incorporated by reference to Form 8-K filed on March 15, 1995). Unaudited Financial Statements of ROI as of December 31, 1994 and for the nine-month periods ended December 31, 1994 and 1993 (revised). Refer to Exhibit 99.2 below. (b) Pro Forma Financial Information. -------------------------------- Pro Forma Financial Statements as of December 31, 1994 and for the years ended December 31, 1994 and 1993, the five months ended December 31, 1992 and the year ended July 31, 1992. Refer to Exhibit 99.3 below. (c) Exhibits. --------- Exhibit Number ------ 99.2 Unaudited Financial Statements of ROI as of December 31, 1994 and for the nine-month periods ended December 31, 1994 and 1993 (referenced in Item 7 (a) above). 99.3 Pro Forma Financial Statements as of December 31, 1994 and for the years ended December 31, 1994 and 1993, the five months ended December 31, 1992 and the year ended July 31, 1992 (referenced in Item 7 (b) above). Page 2 of 12 Pages EXHIBIT INDEX ------------- The following exhibit is attached hereto and incorporated herein by reference:
Sequentially Exhibit Numbered Number Description Page - ------- ----------- ------------ 99.2 Unaudited Financial Statements of ROI as of December 31, 1994 and for the nine-month periods ended December 31, 1994 and 1993 (referenced in Item 7 (a) above). 4 99.3 Pro Forma Financial Statements as of December 31, 1994 and for the years ended December 31, 1994 and 1993, the five months ended December 31, 1992 and the year ended July 31, 1992. (referenced in Item 7 (b) above). 8
Page 3 of 12 Pages EX-99.2 2 FINANCIAL STATEMENTS ROI EXHIBIT 99.2 ------------ RAM OPTICAL INSTRUMENTATION INC. CONDENSED STATEMENT OF INCOME (UNAUDITED)
(In thousands) Nine Months Ended December 31, ---------------------- 1994 1993 ------ ------ Net sales $6,003 $6,682 --------- Cost of sales 3,173 3,456 ------ ------ Gross profit 2,830 3,226 ------------ Selling, general and administrative expense 2,399 2,425 Research and development expense 489 293 ------ ------ Income from operations (58) 508 ---------------------- Interest expense (20) (13) Other expense, net (19) (4) ------ ------ Income before income taxes (97) 491 -------------------------- Income tax provision (benefit) (22) 197 ------ ------ Net income $ (75) $ 294 ---------- ------ ------
See accompanying notes. Page 4 of 12 Pages EXHIBIT 99.2 ------------ RAM OPTICAL INSTRUMENTATION INC. CONDENSED BALANCE SHEET (UNAUDITED)
(In thousands) December 31, March 31, 1994 1994 ----------- --------- ASSETS Current assets: Cash and cash equivalents $ 4 $ 106 Customer receivables, net 1,600 1,262 Inventories 1,082 1,211 Other current assets 21 132 ------ ------ Total current assets 2,707 2,711 Property, plant and equipment, at cost, net 312 325 Other assets 29 41 ------ ------ $3,048 $3,077 ------ ------ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 318 $ 153 Accrued payroll and related expenses 593 790 Taxes based on income (90) 14 Short-term borrowings 249 -- Other accrued liabilities 82 131 ------ ------ Total current liabilities 1,152 1,088 Deferred income taxes 15 15 Stockholders' equity: Common stock, no par value, 1,000,000 authorized, 60,000 issued and outstanding 160 160 Retained earnings 1,721 1,814 ------ ------ Total stockholders' equity 1,881 1,974 ------ ------ $3,048 $3,077 ------ ------
See accompanying notes. Page 5 of 12 Pages EXHIBIT 99.2 ------------ RAM OPTICAL INSTRUMENTATION INC. CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
(In thousands) Nine Months Ended December 31, -------------------- 1994 1993 -------- -------- OPERATING ACTIVITIES Net income $ (75) $ 294 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 59 52 Changes in operating assets and liabilities: (Increase) decrease in receivables (338) 103 (Increase) decrease in inventories 129 (227) Decrease in other current assets 111 3 Decrease in other assets 12 -- Decrease in accounts payable and other accrued expenses (81) (231) Decrease in accrued income taxes (104) (66) ----- ----- Net cash used in operating activities (287) (72) ----- ----- INVESTING ACTIVITIES: Purchases of property, plant and equipment (net) (46) (72) Purchases of marketable securities -- (76) ----- ----- Net cash used in investing activities (46) (148) ----- ----- FINANCING ACTIVITIES: Increase in short-term borrowings 249 -- Cash dividends paid (18) (24) ----- Net cash provided by (used in) financing activities 231 (24) ----- ----- NET DECREASE IN CASH AND CASH EQUIVALENTS (102) (244) Cash and cash equivalents at beginning of period 106 287 ----- ----- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4 $ 43 ===== =====
See accompanying notes. Page 6 of 12 Pages EXHIBIT 99.2 ------------ RAM OPTICAL INSTRUMENTATION, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS AS OF DECEMBER 31, 1994 (UNAUDITED) 1. INTERIM REPORTING GENERAL The accompanying unaudited financial statements present the accounts of the RAM Optical Instrumentation, Inc. (ROI). In the opinion of management, all adjustments necessary for a fair presentation of the information in the unaudited condensed financial statements have been made and consist of only normal recurring accruals. Although the Company believes that the disclosures in these financial statements are adequate to make the information presented not misleading, certain information and footnote information normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission, and consequently, these statements should be read in conjunction with ROI's audited financial statements and notes thereto, for the year ended March 31, 1994, presented as Exhibit 99.1 to the Company's Form 8-K filed on March 15, 1995. 2. CUSTOMER RECEIVABLES Customer receivables aggregated $1,600,000 and 1,262,000 at December 31, 1994 and March 31, 1994, respectively. Bad debts are charged to operations in the year in which the account is determined uncollectible. If the reserve method of accounting for uncollectible accounts were used, it would not have a material effect on the financial statements. Receivables from customers are generally unsecured. 3. INVENTORIES Inventories are stated at cost, determined using the first-in, first-out (FIFO) basis, and do not exceed net realizable value. Inventory consists of the following at December 31, 1994 (in thousands): Materials $1,077 Work-in-process 5 ------ $1,082 ====== Page 7 of 12 Pages EX-99.3 3 FINANCIAL STATEMENTS RAM EXHIBIT 99.3 ------------ PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION The following pro forma combined condensed financial statements have been prepared to give effect to the acquisition of RAM Optical Instrumentation, Inc. (ROI) by Newport Corporation (Newport) using the pooling of interests method of accounting. The pro forma combined condensed balance sheet as of December 31, 1994 gives effect to the acquisition as if it had occurred at December 31, 1994 and combines the condensed consolidated balance sheet of Newport and the condensed balance sheet of ROI as of of December 31, 1994. The balance sheet of Newport has been derived from its audited financial statements for the year ended December 31, 1994 filed on Form 10-K. The balance sheet of ROI represents an internally prepared balance sheet as of December 31, 1994 and is unaudited. The pro forma combined condensed statements of operations combine the historical consolidated statements of Newport and ROI for the years ended December 31, 1994 and 1993, the five months ended December 31, 1992 and the year ended July 31, 1992, in each case as if the acquisition had occurred at the beginning of the earliest period presented. The statements of operations of Newport have been derived from its audited financial statements for the year ended December 31, 1994 filed on Form 10-K. Effective December 31, 1993 Newport Corporation had changed its fiscal year-end from July 31 to December 31. The statements of operation of ROI are derived from the historical financial statements of ROI, recast to conform to Newport's reporting periods, and are unaudited. Newport and ROI estimate that they will incur direct transaction costs of approximately $130,000 associated with the acquisition which will be charged to operations during the first quarter of 1995. It is not anticipated that there will be any additional charges to operations related to costs associated with integrating the two companies. There can be no assurance that the combined companies will not incur additional charges to reflect costs associated with the acquisition or that management will be successful in its efforts to integrate the operations of the two companies. Such pro forma combined condensed information is presented for illustrative purposes only and is not necessarily indicative of future financial position or results of operations. These pro forma combined condensed financial statements are based upon the respective historical consolidated financial statements of Newport and ROI and should be read in conjunction with the respective historical financial statements and notes thereto of Newport filed on Form 10-K and the financial statements of ROI included elsewhere in this Form 8-K/A and in the related Form 8-K filed on March 15, 1995 and do not include all benefits from cost savings or synergies of operations of the combined company. Page 8 of 12 Pages EXHIBIT 99.3 ------------ PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION DECEMBER 31, 1994 (IN THOUSANDS)
Pro Forma Pro Forma Newport ROI Adjustments Combined --------- ---------- ------------ ---------- ASSETS Current assets: Cash and cash equivalents $ 3,010 $ 4 $ -- $ 3,014 Marketable securities 610 -- -- 610 Customer receivables, net 17,067 1,600 -- 18,667 Other receivables 1,912 -- -- 1,912 Inventories 20,294 1,082 -- 21,376 Other current assets 2,579 21 -- 2,600 ------- ------ ----- ------- Total current assets 45,472 2,707 -- 48,179 Investments, notes receivable and other assets 4,412 29 -- 4,441 Property, plant and equipment, at cost, net 22,724 312 -- 23,036 Goodwill, net 8,846 -- -- 8,846 ------- ------ ----- ------- $81,454 $3,048 $ -- $84,502 ======= ====== ====== ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 5,026 $ 318 $ -- $ 5,344 Accrued payroll and related expenses 4,086 593 -- 4,679 Taxes based on income 1,398 (90) -- 1,308 Accrued restructuring liabilities, net 2,364 -- -- 2,364 Current portion of long-term debt 10,067 249 -- 10,316 Other accrued liabilities 2,335 82 130 2,547 ------- ------ ----- ------- Total current liabilities 25,276 1,152 130 26,558 Deferred income taxes 267 15 -- 282 Notes payable to banks-long term 11,117 -- -- 11,117 Stockholders' equity: Common stock 2,472 -- 438 2,910 Authorized 20,000 sh 1,000 sh (1,000) sh 20,000 sh Issued and outstanding 7,062 sh 60 sh 1,191 sh 8,313 sh Capital in excess of stated value 6,093 160 (438) 5,815 Unamortized deferred compensation (251) -- -- (251) Unrealized gain on marketable securities 343 -- -- 343 Unrealized translation loss (2,778) -- -- (2,778) Retained earnings 38,915 1,721 (130) 40,506 ------- ------ ----- ------- Total stockholders' equity 44,794 1,881 (130) 46,545 ------- ------ ----- ------- $81,454 $3,048 -- $84,502 ======= ====== ====== =======
See accompanying notes. Page 9 of 12 Pages EXHIBIT 99.3 ------------ PRO FORMA CONDENSED STATEMENTS OF OPERATIONS
(In thousands except per share amounts) Years Ended Five Months Year December 31, Ended Ended ---------------------- December 31, July 31, 1994 1993 1992 1992 ------- ------- ------------ -------- Net sales $93,676 $93,216 $39,195 $ 94,547 - --------- Cost of sales 51,577 51,589 21,803 53,220 ------- ------- ------- -------- Gross profit 42,099 41,627 17,392 41,327 - ------------ Selling, general and administrative expense 32,017 31,574 14,104 34,555 Research and development expense 5,301 5,166 2,476 6,431 Restructuring and other special charges - 6,263 - 13,795 ------- ------- ------- -------- Income (loss) from operations 4,781 (1,376) 812 (13,454) - ----------------------------- Interest expense, net (1,773) (2,316) (1,538) (2,904) Other income, net 1,839 1,463 905 2,021 ------- ------- ------- -------- Income (loss) before income taxes 4,847 (2,229) 179 (14,337) - --------------------------------- Income tax provision (benefit) 1,653 951 744 (333) ------- ------- ------- -------- Pro forma net income (loss) $ 3,194 $(3,180) $ (565) $(14,004) - --------------------------- ======= ======= ======== Supplemental adjustment to - -------------------------- compensation expense: - --------------------- Contractual reduction to officer compensation 550 Related income taxes 149 ------- 401 ------- Pro forma net income after supplemental - --------------------------------------- adjustments to compensation expense $ 3,595 - ----------------------------------- ======= Pro forma net income (loss) per share $0.38 $(0.39) $(0.07) $(1.70) - ------------------------------------- ====== ======= ======= ======== Pro forma net income per share after - ------------------------------------ supplemental adjustments to - --------------------------- compensation expense $0.43 - -------------------- ------- Shares used in per share calculation 8,341 8,257 8,217 8,217 - ------------------------------------ ====== ======= ======= ========
See accompanying notes. Page 10 of 12 Pages EXHIBIT 99.3 ------------ NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS 1. PRO FORMA BASIS OF PRESENTATION These pro forma combined condensed financial statements reflect the issuance of 1,251,000 Newport Common Shares in exchange for an aggregate of 60,000 ROI Common Shares, an exchange ratio of 20.85. An option to purchase 3,500 ROI Common Shares was exchanged for an option to purchase 72,975 Newport Common Shares. 2. PRO FORMA COMBINED BALANCE SHEET Newport and ROI estimate they will incur direct transaction costs of approximately $130,000 associated with the acquisition consisting of transaction fees for attorneys, accountants and consultants. These nonrecurring transaction costs will be charged to operations during the first quarter of 1995. These direct transaction costs are not reflected in the Pro Forma Combined Condensed Statements of Operations. 3. PRO FORMA EARNINGS PER SHARE The pro forma earnings per share have been calculated using the weighted average number of shares of common stock and, for periods with income, the dilutive effects of common stock equivalents (stock options), determined using the treasury stock method previously reported by Newport. These are adjusted by the number of newly issued shares, and by the dilutive effect of newly issued stock options in those periods with income, also using the treasury stock method. 4. PRO FORMA COMBINED CONDENSED STATEMENTS OF OPERATIONS The following is a summary of the historical results of operations of Newport and ROI and their pro forma combined amounts to reflect the acquisition as if it were effected for all periods presented below. Any benefits from cost savings or synergies of operations of the combined company are not included.
(In thousands except per share amounts) Years Ended Five Months Year December 31, Ended Ended ----------------------- December 31, July 31, 1994 1993 1992 1992 ------- ------- ------------ -------- Net Sales: - --------- Newport $85,637 $84,147 $36,070 $87,801 ROI 8,039 9,069 3,125 6,746 ------- ------- ------- ------- Total $93,676 $93,216 $39,195 $94,547 ======= ======= ======= =======
Page 11 of 12 Pages EXHIBIT 99.3 ------------ NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS (CONT'D)
(In thousands) Years Ended Five Months Year December 31, Ended Ended ------------------ December 31, July 31, 1994 1993 1992 1992 ------- ------- ------------ --------- Gross Profit: - ------------- Newport $38,495 $36,994 $15,954 $ 38,048 ROI 3,604 4,633 1,438 3,279 ------- ------- ------- -------- Total $42,099 $41,627 $17,392 $ 41,327 ======= ======= ======= ======== Income (loss) before taxes: - --------------------------- Newport $ 5,062 $(3,179) $ 37 $(14,745) ROI (215) 950 142 408 ------- ------- ------- -------- Total $ 4,847 $(2,229) $ 179 $(14,337) ======= ======= ======= ======== Net income (loss): - ------------------ Newport $ 3,339 $(3,746) $ (648) $(14,240) ROI (145) 566 83 236 ------- ------- ------- -------- Total $ 3,194 $(3,180) $ (565) $(14,004) ======= ======= ======= ======== Earnings (loss) per share: - -------------------------- Newport $ 0.40 $ (0.45) $ (0.08) $ (1.73) ROI (0.02) 0.06 0.01 0.03 ------- ------- ------- -------- Total $ 0.38 $ (0.39) $ (0.07) $ (1.70) ======= ======= ======= ======== Shares used in calculation - -------------------------- Historical number of shares of Newport common stock and common stock equivalents 7,063 7,006 6,966 6,966 Newly issued shares 1,251 1,251 1,251 1,251 Newly issued stock options 27 -- -- -- ------- ------- ------- -------- Total 8,341 8,257 8,217 8,217 ======= ======= ======= ========
5. SUPPLEMENTAL ADJUSTMENTS TO NET INCOME Subsequent to the acquisition of ROI by Newport, management contractually reduced the level of bonus and other employment expenses relating to former officers of ROI. The impact of such cost reductions on pro forma net income and pro forma net income per share for the year ended December 31, 1994 would be to increase pro forma net income by $401,000 to $3,595,000 and increase pro forma net income per share by $0.05 to $0.43. The income tax effect of the cost reductions described in the previous paragraph has been determined using ROI's statutory tax rate for the twelve months ended December 31, 1994. Page 12 of 12 Pages -----END PRIVACY-ENHANCED MESSAGE-----