-----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, ASpHtwILwWeXJPd8X7V7gAOGIghKYSORWDbsWike8KMZHnowzKGiStmtNk/JpP8U CfxSYrAq3Z0+A3mcGEm6FA== 0000950135-96-002131.txt : 19960517 0000950135-96-002131.hdr.sgml : 19960517 ACCESSION NUMBER: 0000950135-96-002131 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960418 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960515 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NASHUA CORP CENTRAL INDEX KEY: 0000069680 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 020170100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05492 FILM NUMBER: 96565952 BUSINESS ADDRESS: STREET 1: 44 FRANKLIN ST STREET 2: PO BOX 2002 CITY: NASHUA STATE: NH ZIP: 03061-2002 BUSINESS PHONE: 6038802323 MAIL ADDRESS: STREET 1: 44 FRANKLIN STREET STREET 2: P O BOX 2002 CITY: NASHUA STATE: NH ZIP: 03061-2002 8-K/A 1 NASHUA CORPORATION 1 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 18, 1996 ------------------------------------------------ Date of Report (Date of earliest event reported) NASHUA CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-5492-1 02-0170100 - -------- -------- ---------- (State of (Commission (I.R.S. Employer Incorporation) File Number) Identification No.) 44 Franklin Street P.O. Box 2002 Nashua, New Hampshire 03061-2002 ---------------------------------------- (Address of principal executive offices) (603) 880-2323 ---------------------------------------------------- (Registrant's telephone number, including area code) 2 AMENDMENT NO. 1 The undersigned registrant hereby amends the following of its Current Report on Form 8-K dated April 18, 1996 as set forth in the pages attached hereto: ITEM 7. PRO FORMA FINANCIAL INFORMATION 1. Unaudited Pro Forma Balance Sheet of Nashua Corporation as of March 29, 1996. 2. Unaudited Pro Forma Statements of Operations of Nashua Corporation for the year ended December 31, 1995 and for the three month period ended March 29, 1996. 3. Notes to Unaudited Pro Forma Financial Information. -2- 3 NASHUA CORPORATION UNAUDITED PRO FORMA FINANCIAL INFORMATION On April 17, 1996, the Company signed an agreement to sell its Tape Products Division. Additionally, on March 21, 1996, the Company announced that its wholly-owned subsidiary, Cerion Technologies Inc., had filed a registration statement with the Securities and Exchange Commission for a proposed initial public offering of 3,840,000 shares of common stock. Of the total, 1,615,000 shares are being offered by Cerion and 2,225,000 shares are being offered by Nashua as the selling stockholder. The Company's agreements with its lenders require that a portion of the proceeds to Nashua from these transactions be used to prepay the outstanding amounts under the lending agreements. The Unaudited Pro Forma Statements of Operations for the three month period ended March 29, 1996 and the year ended December 31, 1995 include the historical results of Nashua. The historical results have been adjusted by giving effect to assumptions and adjustments as described in the accompanying Notes to Unaudited Pro Forma Financial Information, including adjustments to reflect the impact of the divestitures as though they had occurred at the beginning of each period presented. The Unaudited Pro Forma Balance Sheet as of March 29, 1996 has been prepared based on the balance sheet of Nashua as of March 29, 1996. The historical amounts have been adjusted to give effect to the divestitures as though the transactions had occurred as of the balance sheet date presented, as further described in the accompanying Notes to Unaudited Pro Forma Financial Information. In addition, the investment in Cerion Technologies has been presented using the equity method of accounting. The following unaudited pro forma financial information may not necessarily reflect the results of operations or the financial position of Nashua which would have actually resulted had the divestitures occurred as of the date and for the periods indicated, or of future earnings or the future financial position of the Company. The unaudited pro forma financial information should be read in conjunction with the accompanying Notes to Unaudited Pro Forma Financial Information and Nashua Corporation's Annual Report on Form 10-K as amended, and Nashua Corporation's Quarterly Report on Form 10-Q. -3- 4 NASHUA CORPORATION UNAUDITED PRO FORMA BALANCE SHEET AS OF MARCH 29, 1996 (IN THOUSANDS)
HISTORICAL PRO FORMA ---------- ------------------------------------------- Nashua Adjustments (Note 2) Nashua ------ ----------- -------- ------ ASSETS Current Assets Cash and cash equivalents $ 11,064 $ 2,703 [A][B] $ 13,767 Accounts receivable 30,990 (7,394) [B] 23,596 Inventories 15,937 (673) [B] 15,264 Other current assets 31,370 (11,304) [B][D] 20,066 Net current assets of discontinued operations 7,020 (7,020) [C] -- -------- -------- -------- 96,381 (23,688) 72,693 Plant and equipment, net 68,138 (6,686) [B] 61,452 Other assets 52,704 18,410 [E] 71,114 Net non-current assets of discontinued operations 5,227 (5,227) [C] -- -------- -------- -------- Total Assets $222,450 $(17,191) $205,259 ======== ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Current maturities of long-term debt $ 8,375 $ (6,175) [F] $ 2,200 Accounts payable and accrued expenses 57,553 (4,295) [B] 53,258 Income taxes payable 4,588 5,742 [B][G] 10,330 -------- -------- -------- 70,516 (4,728) 65,788 Long-term debt 60,475 (43,265) [F] 17,210 Other long-term liabilities 19,352 -- 19,352 -------- -------- -------- 79,827 (43,265) 36,562 Shareholders' Equity Common stock and additional capital 18,681 -- 18,681 Retained earnings 59,529 30,802 [H] 90,331 Cumulative translation adjustment (5,352) -- (5,352) Treasury stock, at cost (751) -- (751) -------- -------- -------- 72,107 30,802 102,909 -------- -------- -------- Total Liabilities and Shareholders' Equity $222,450 $(17,191) $205,259 ======== ======== ========
See Accompanying Notes to Unaudited Pro Forma Financial Information. -4- 5 NASHUA CORPORATION UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1995 (IN THOUSANDS, EXCEPT PER SHARE DATA)
HISTORICAL PRO FORMA ---------- ------------------------------------------- Nashua Adjustments (Note 2) Nashua ------ ----------- -------- ------ Net Sales $452,196 $(27,530) [I] $424,666 Cost of products sold 336,037 (19,023) [I] 317,014 Selling, distribution and administrative expenses 105,977 (1,501) [I] 104,476 Research and development expenses 9,238 (739) [I] 8,499 Restructuring charges 16,247 -- 16,247 Interest expense 5,532 (4,100) [I][J] 1,432 Interest and other income (686) (732) [K] (1,418) Income from equity investment -- (1,220) [L] (1,220) -------- -------- -------- Total costs and expenses 472,345 (27,315) 445,030 -------- -------- -------- Loss from continuing operations before income taxes (20,149) (215) (20,364) Income tax benefit (4,679) (147) [M] (4,826) -------- -------- -------- Loss from continuing operations (15,470) (68) (15,538) Income from discontinued operations, net of tax 739 (739) [N] -- -------- -------- -------- Net loss $(14,731) $ (807) $(15,538) ======== ======== ======== Earnings per common and common equivalent share: Loss from continuing operations $ (2.43) $ (.01) $ (2.44) Income from discontinued operations .12 (.12) -- -------- -------- -------- Net loss $ (2.31) $ (.13) $ (2.44) ======== ======== ======== Average outstanding common shares plus common equivalents 6,374 6,374 ======== ========
See Accompanying Notes to Unaudited Pro Forma Financial Information. -5- 6 NASHUA CORPORATION UNAUDITED PRO FORMA STATEMENT OF OPERATIONS THREE MONTH PERIOD ENDED MARCH 29, 1996 (IN THOUSANDS, EXCEPT PER SHARE DATA)
HISTORICAL PRO FORMA ---------- ----------------------------------------- Nashua Adjustments (Note 2) Nashua ------ ----------- -------- ------ Net Sales $101,497 $(11,774) [I] $89,723 Cost of products sold 75,297 (7,098) [I] 68,199 Selling, distribution and administrative expenses 26,420 (1,012) [I] 25,408 Research and development expenses 2,344 (320) [I] 2,024 Interest expense 1,539 (1,000) [I][J] 539 Interest and other income (122) (183) [K] (305) Income from equity investment -- (749) [L] (749) -------- -------- ------- Total costs and expenses 105,478 (10,362) 95,116 -------- -------- ------- Loss from continuing operations before income taxes (3,981) (1,412) (5,393) Income tax benefit (1,741) (602) [M] (2,343) -------- -------- ------- Loss from continuing operations (2,240) (810) (3,050) Income from discontinued operations, net of tax 206 (206) [N] -- -------- -------- ------- Net loss $ (2,034) $ (1,016) $(3,050) ======== ======== ======= Earnings per common and common equivalent share: Loss from continuing operations $ (.35) $ (.13) $ (.48) Income from discontinued operations .03 (.03) -- -------- -------- ------- Net loss $ (.32) $ (.16) $ (.48) ======== ======== ======= Average outstanding common shares plus common equivalents 6,374 6,374 ======== =======
See Accompanying Notes to Unaudited Pro Forma Financial Information. -6- 7 NASHUA CORPORATION NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION 1. Basis of Presentation The unaudited pro forma financial information is presented to give effect to the disposition of the Tape Products Division, a discontinued operation, and the proposed sale of an estimated 55% of Cerion Technologies Inc. ("Cerion"), currently a wholly-owned subsidiary of Nashua Corporation ("the Company"). Under the terms of the Tape Products Division sales agreement it is expected that the Company will receive net proceeds before income taxes of approximately $26 million for the net assets of the business. As a result of the sale of Cerion common stock by the Company, it is estimated that the Company will receive $26.1 million based on an initial stock price of $13 per share less the costs of issuance. The unaudited pro forma financial information should be read in conjunction with the historical financial statements of the Company. 2. Adjustments The following adjustments have been made in the preparation of the unaudited pro forma financial information: A. To record an increase in cash required to settle tax liabilities resulting from gains incurred on the dispositions. B. To deconsolidate the assets and liabilities of Cerion from the Company's historical balance sheet. C. To eliminate the Tape Products Division's net current assets and net non-current assets from the Company's historical balance sheet. D. To record the use of tax assets totaling $11.6 million as settlement of tax liabilities resulting from the gains incurred on the dispositions and the tax benefit of $390,000 relating to the prepayment penalty of debt. E. To record the investment in Cerion under the equity method of accounting of $8,410,000 and a $10 million note receivable to the Company from Cerion. F. To record the prepayment of debt as the result of cash proceeds from the dispositions. G. To record the tax liability relating to the Cerion transaction and the disposition of the Tape Products Division. H. To record the gain, net of taxes, on the sales of common stock by both the Company and Cerion, the disposition of the Tape Products Division, and the $1 million prepayment penalty on debt. -7- 8 NASHUA CORPORATION NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION (CONTINUED) I. To deconsolidate the results of operations of Cerion, net of certain intercompany adjustments as follows:
For the Three Month For the Year Ended Period Ended December 31, 1995 March 29, 1996 ----------------- -------------- Intercompany sales and cost of products sold $645,000 $ -- Allocated selling, distribution, and administrative expenses 227,000 102,000 Allocated research and development expenses 70,000 42,000
J. To reduce interest expense due to the prepayment of debt from cash flows generated from the dispositions. K. To record interest earned on $10 million note receivable from Cerion. L. To record income of Cerion under the equity method of accounting. M. To record the income tax benefit due to the deconsolidation of Cerion, less a reduction in the benefit due to the reduced interest expense and the recording of the income of Cerion under the equity method of accounting. N. To eliminate the net income for the Tape Products Division. -8- 9 SIGNATURES Pursuant to the requirements of the Security Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NASHUA CORPORATION (Registrant) Date: May 15, 1996 By /s/ Daniel M. Junius -------------- ------------------- Daniel M. Junius Vice President-Finance and Chief Financial Officer (principal financial and duly authorized officer) -9- -----END PRIVACY-ENHANCED MESSAGE-----