-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fa11EDS2w5fdNv7xtxl+QcZ9VkndUWMRn/5qgZ+BHPC4X4H8ChMbyrckf+zpDhiM REyL/XPP2qvVUvaCfj9hLQ== 0000052971-04-000051.txt : 20041005 0000052971-04-000051.hdr.sgml : 20041005 20041005163034 ACCESSION NUMBER: 0000052971-04-000051 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041005 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041005 DATE AS OF CHANGE: 20041005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACO ELECTRONICS INC CENTRAL INDEX KEY: 0000052971 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 111978958 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 002-34664 FILM NUMBER: 041066362 BUSINESS ADDRESS: STREET 1: 145 OSER AVE CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 6312735500 MAIL ADDRESS: STREET 1: 145 OSER AVE CITY: HAUPPAUGE STATE: NY ZIP: 11788 8-K/A 1 form8k1004.txt AMENDMENT OF 8-K DATED SEPTEMBER 23, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 F O R M 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) September 20, 2004 ------------------------------------------------------------------ Jaco Electronics, Inc. (Exact name of registrant as specified in charter) New York 000-05896 11-1978958 - ------------------------------------------------------------------------------ (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 145 Oser Avenue, Hauppauge, New York 11788 ------------------------------------ ------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (631) 273-5500 ---------------------------------------------------------------- N/A (Former name or former address, if changed since last report) Item 9.01. Financial Statements and Exhibits (b) Pro Forma Financial Information The following pro forma financial statements are furnished in connection with the sale of substantially all of the assets of Nexus Custom Electronics, Inc. as described in Item 2.01. Forward-Looking Statements Statements contained in the pro forma financial statements that state the Company's or its management's expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. The Company's actual results could differ materially from those contained in such forward-looking statements. The factors that may affect those results include those mentioned in the documents that the Company has filed with the Securities and Exchange Commission. In addition, future events relating to the business of Nexus that may affect the Company include many of the factors mentioned in those documents as well as the fact that the operations of Nexus are no longer being managed by or are within the control of the Company. Accordingly there may be other factors affecting the operations of Nexus that the Company may be unaware of. JACO ELECTRONICS, INC. AND SUBSIDIARIES The unaudited pro forma condensed consolidated financial statements have been prepared to illustrate the effect of the sale of assets as of September 20 2004, of Nexus Custom Electronics, Inc. The unaudited pro forma condensed consolidated balance sheet at June 30, 2004 is based on the historical consolidated balance sheet of Jaco Electronics, Inc. ("Jaco") as of June 30, 2004 and assumes that the sale of assets occurred on June 30, 2004. Under the terms of the agreement, we received $9.25 million of the purchase consideration in cash at closing (subject to post closing adjustments) plus the buyer assumed certain liabilities. The balance of the purchase consideration will be satisfied through a $2.75 million subordinated note issued by the purchaser. We used the cash proceeds of $9.25 million from this transaction to pay down our existing credit facility. Additionally, under the terms of the asset purchase agreement we are entitled to receive additional consideration equal to 5% of the annual net sales of Nexus in excess of $20 million per year during each of the six years after the closing date, up to $1,000,000 in the aggregate. The additional consideration is not included in the pro forma calculations. The unaudited pro forma condensed consolidated statements of operations for the twelve months ended June 30, 2004 is based on the historical consolidated statements of operations of Jaco Electronics, Inc. for the twelve months ended June 30, 2004 and reflects the pro forma results as if the sale of assets had occurred on July 1, 2003. The pro forma adjustments are based on preliminary assumptions based on the purchase consideration and are subject to post closing adjustments and the completion of the calculation of "Net Assets" as defined in the Asset Sales Agreement. As a result, the final calculation in connection with the sale of assets may differ from that presented herein. The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the actual results that would have been reported if the sale of assets occurred on the dates indicated nor do they purport to be indicative of the results which may be obtained in the future. In the opinion of management all adjustments necessary to present fairly such pro forma condensed consolidated financial statements have been made. The pro forma condensed consolidated financial statements should be read in conjunction with Jaco Electronics, Inc.'s Form 10-K for the fiscal year ended June 30, 2004. The following pro forma condensed consolidated balance sheet represents the June 30, 2004 balance sheet adjusted to reflect the sale of assets and assumption of liabilities of Nexus Custom Electronics, Inc., as if such transaction occurred June 30, 2004. JACO ELECTRONICS, INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET JUNE 30, 2004 (UNAUDITED) Historical Pro Forma -------------------------------------------------------------- As Reported Adjustments Consolidated ASSETS Current Assets Cash $ 552,655 $ 9,250,000 (B) (9,250,000) $ 552,655 Marketable securities 770,283 770,283 Accounts receivable - net 35,926,553 35,926,553 Inventories 37,017,390 37,017,390 Prepaid expenses and other 1,513,657 1,513,657 Deferred income taxes 2,725,000 2,725,000 Current assets of discontinued operations 12,910,801 (12,910,801) (A) - ------------------- ------------------ --------------------- Total current assets 91,416,339 (12,910,801) 78,505,538 Property, plant and equipment - net 2,003,137 2,003,137 Deferred income taxes 416,000 416,000 Excess of cost over net assets acquired - net 25,416,087 25,416,087 Note receivable - 2,750,000 (B) 2,750,000 Other assets 2,530,269 2,530,269 ------------------------------------- --------------------- Total assets $121,781,832 $(10,160,801) $ 111,621,031 =================== ================== ===================== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payables $ 31,533,041 $ 31,533,041 Current maturities of long-term debt and capitalized lease obligations 37,088,743 $ (9,250,000) (C) 27,838,743 Accrued compensation 1,581,922 1,581,922 Accrued expenses 953,169 400,000 (D) 1,353,169 Income taxes payable - 560,000 (F) 560,000 Current liabilities of discontinued operations 2,800,664 (2,800,664) (A) - ------------------- ------------------ ------------------- Total current liabilities 73,957,539 (11,090,664) 62,866,875 Long-term debt and capitalized lease obligations 118,525 118,525 Deferred compensation 1,000,000 1,000,000 SHAREHOLDERS' EQUITY Common stock 685,523 685,523 Additional paid-in capital 26,735,295 26,735,295 Retained earnings 21,562,396 1,489,863 (E) (560,000) (F) 22,492,259 Accumulated other comprehensive income 37,120 37,120 Treasury stock (2,314,566) (2,314,566) ------------------------------------- --------------------- Total shareholders' equity 46,705,768 929,863 47,635,631 ------------------- ------------------ --------------------- Total liabilities and shareholders' equity $121,781,832 $(10,160,801) $ 111,621,031 =================== ================== ===================== See accompanying notes to pro forma condensed financial statements.
JACO ELECTRONICS, INC. AND SUBSIDIARIES NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET JUNE 30, 2004 (UNAUDITED) (A) Reflects the assets to be sold and liabilities to be assumed under the asset purchase agreement relating to the sale of Nexus as if the transaction had occurred on June 30, 2004. (B) Reflects cash proceeds received at closing of $9,250,000 as well as a subordinated note receivable from the buyer of $2,750,000 at closing. (C) Reflects the required repayment of a portion of the outstanding balance under the Company's credit facility. (D) Reflects estimated transaction costs of $400,000. (E) Reflects the gain on the sale, calculated as follows: Cash proceeds at closing $9,250,000 Note receivable 2,750,000 Current liabilities of discontinued operations 2,800,664 ------------------------------------------- Sub-total 14,800,664 Less: Current assets of discontinued operations 12,910,801 Estimated transaction costs 400,000 ------------------------------------------- Gain on sale $1,489,863 =========================================== (F) Reflects estimated taxes on the gain on sale.
The following pro forma condensed consolidated statement of operations for the year ended June 30, 2004 represents the results of operations as if the sale of assets and assumption of liabilities of Nexus Custom Electronics, Inc. had occurred July 1, 2003. JACO ELECTRONICS, INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 2004 (UNAUDITED) Historical Pro Forma ---------------------------------------------------------------------- As Reported Adjustments Consolidated Net sales $ 249,100,345 $ 249,100,345 Cost of goods sold 214,389,155 214,389,155 -------------------- ------------------------- --------------------- Gross profit 34,711,190 - 34,711,190 Selling, general and administrative expenses 35,016,383 35,016,383 --------------------- ------------------------ --------------------- Operating loss (305,193) - (305,193) Interest expense 1,539,007 (405,000) (B) 1,134,007 --------------------- ------------------------ --------------------- Loss from continuing operations before income taxes (1,844,200) 405,000 (1,439,200) Income tax benefit (553,131) 121,500 (C) (431,631) ---------------------- ----------------------- --------------------- Loss from continuing operations (1,291,069) 283,500 (1,007,569) Earnings from discontinued operations, net of taxes 735,498 (735,498) (A) - --------------------- ------------------------ --------------------- Net loss $ (555,571) $ (451,998) $ (1,007,569) ====================== ======================= ===================== Per Share Information Basic (loss) earnings per common share: Loss from continuing operations $ (0.22) $(0.17) Earnings from discontinued operations $ 0.13 ----------------------- --------------------- Net loss $ (0.09) $ (0.17) ======================= ===================== Diluted (loss) earnings per common share: Loss from continuing operations $ (0.22) $ (0.17) Earnings from discontinued operations $ 0.13 --------------------- --------------------- Net loss $ (0.09) $ (0.17) ======================= ===================== Weighted average common shares outstanding: Basic and diluted 5,974,844 5,974,844 ====================== ===================== See accompanying notes to pro forma condensed financial statements.
JACO ELECTRONICS, INC. AND SUBSIDIARIES NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 2004 (UNAUDITED) (A) Reflects the elimination of the operating results of Nexus. (B) Reflects the reduction in interest expense resulting from the repayment of a portion of outstanding borrowings under the Company's existing credit facility. (C) Reflects the tax effect of the pro forma adjustments recorded. 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. JACO ELECTRONICS, INC. Date: October 5, 2004 By: /s/ Jeffrey D. Gash ----------------------- Jeffrey D. Gash, Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----