-----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, I/Gh/7XpubcK+zSG0o28nuSvn0B8KhKxiDMJdoKn7A52GUOmRNhaF5797nlXcH3O nQWaEpDkV+makKHzUXrYVw== 0000806388-97-000037.txt : 19971111 0000806388-97-000037.hdr.sgml : 19971111 ACCESSION NUMBER: 0000806388-97-000037 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970831 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971110 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NICHOLS RESEARCH CORP /AL/ CENTRAL INDEX KEY: 0000806388 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 630713665 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-15295 FILM NUMBER: 97711987 BUSINESS ADDRESS: STREET 1: 4040 MEMORIAL PKWY S CITY: HUNTSVILLE STATE: AL ZIP: 35802 BUSINESS PHONE: 2058831140 8-K/A 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 Date of Report (Date of earliest event reported): August 31, 1997 ----------------------------- NICHOLS RESEARCH CORPORATION - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-15295 63-0713665 - ------------------------------------------------------------------------------ (State or other jurisdiction (Commission File Number) IRS Employer of incorporation) Identification No. 4040 South Memorial Parkway, Huntsville, Alabama 35802-1326 - ------------------------------------------------------------------------------ (Address, including zip code, of principal executive office) (205) 883-1140 - ------------------------------------------------------------------------------ (Registrant's telephone number, including area code) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (b) Pro Forma Financial Information. The following unaudited condensed consolidated balance sheet and unaudited pro forma condensed combined income statement are filed with this report: Condensed Consolidated Balance Sheet at August 31, 1997 Pro Forma Condensed Combined Statement of Income for the Year Ended August 31, 1997 The unaudited Condensed Consolidated Balance Sheet of Registrant at August 31, 1997, reflects the financial position of Registrant after giving effect to the acquisition of all of the capital stock of TXEN which was completed on August 29, 1997. The Pro Forma Condensed Combined Statement of Income for the fiscal year ended August 31, 1997, assumes that the acquisition occurred on September 1, 1996, and is based on the operations of Registrant for the year ended August 31, 1997, and of TXEN for the year ended June 30, 1997. The charge of $12 million resulting from the write-off of purchased research and development costs has been excluded from the pro forma con- densed combined statement of income for the year ended August 31, 1997. The unaudited condensed consolidated balance sheet and unaudited pro forma condensed combined income statement have been prepared by Registrant based upon assumptions deemed proper by it. The unaudited pro forma condensed combined income statement presented herein is shown for illustrative purposes only and is not necessarily indicative of the future results of operations of Registrant, or of the results of operations of Registrant that would have actually occurred had the transaction been in effect for the periods presented. The unaudited condensed consolidated balance sheet and unaudited pro forma condensed combined income statement should be read in conjunction with the historical financial statements and related notes of Registrant. NICHOLS RESEARCH CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) August 31, 1997 --------------- (amounts in thousands) ASSETS Current Assets: Cash and temporary cash investments $ 23,354 Accounts Receivable 93,425 Deferred income taxes 2,102 Other 3,311 ---------------- Total current assets 122,192 Long-term investments 3,738 Equipment, furniture and improvements, at cost: Computers and related equipment 21,956 Furniture, equipment and improvements 9,666 Equipment - contracts 5,771 ---------------- 37,393 Less accumulated depreciation 18,715 ---------------- Net equipment, furniture and improvements 18,678 Goodwill (net of accumulated amortization) 49,915 Software development costs (net of accumulated amortization) 2,486 Investment in affiliates 8,363 Other assets 783 ---------------- Total assets $ 206,155 ================ LIABILITIES AND STOCKHOLDERS EQUITY Current liabilities: Accounts payable $ 28,448 Accrued compensation and benefits 11,388 Income taxes payable 369 Current maturities of long-term debt 761 Borrowing on line of credit 10,000 Deferred revenue 3,114 Other 1,534 --------------- Total current liabilities 55,614 Deferred income taxes 1,816 Long-term debt: Industrial development bonds 1,558 Long-term notes 2,467 --------------- Total long-term debt 4,025 Minority interest in consolidated subsidiary 307 Stockholders equity: Common stock, par value $.01 per share Authorized - 20,000,000 shares Issued - 13,137,657 shares 131 Additional paid-in capital 90,015 Retained earnings 55,535 Less cost of treasury stock - 168,500 shares (1,288) --------------- Total stockholders' equity 144,393 --------------- Total liabilities and stockholders' equity $ 206,155 =============== Nichols Research Corporation and TXEN, Inc., Income Statement Unaudited Pro Forma Condensed Combined Financial Information
Income Statement NRC TXEN Year ended August 31, 1997 year ended year ended Pro forma Pro Forma (In thousands, except share data) 8/31/97 6/30/97 adjustments combined ---------------------------------------------------------- Revenues $ 379,695 $ 14,980 $ - $ 394,675 Costs and expenses: Direct and allocable contract costs 335,222 5,167 340,389 General and administrative expenses 25,979 4,404 1,475 (a) 31,858 ---------------------------------------------------------- Total costs and expenses 361,201 9,571 1,475 372,247 Operating profit 18,494 5,409 (1,475) 22,428 Other income (expense): Interest expense (501) (88) (589) Other income, principally interest 1,063 79 - 1,142 Equities in earnings of unconsolidated subsidiaries 656 (656) (b) - Minority interest in consolidated subsidiaries (129) - (129) ---------------------------------------------------------- Income before taxes 19,583 5,400 (2,131) 22,852 Income taxes 7,109 1,979 (238) (c) 8,850 ---------------------------------------------------------- Net income 12,474 3,421 (1,893) 14,002 ========================================================== Earnings per share $ 1.02 $ 1.05 ========================================================== Weighted average number of common and common equivalent shares 12,244,371 1,084,148 (d) 13,328,519 ==========================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT Notes to Unaudited Pro Forma Condensed Combined Income Statement (a) Amortization of purchased intangible assets assuming acquisition had taken place on September 1, 1996. Amortization of purchased intangible assets is based on an estimated 20 year life. (b) Exclusion of NRC's equity in earnings of TXEN for the fiscal year ended August 31, 1997. (c) Income tax effects of pro forma equity in earnings adjustment computed using the combined federal and state statutory rate of 36.3%. (d) Represents issuance of 1,084,148 shares of NRC Common Stock to the former shareholders of TXEN as part of the purchase price consideration. (e) The statement of income presentation excludes the effect of an estimated $12 million charge to operations taken at the time of acquisition for purchased research and development costs related to acquired technology that has not reached technological feasibility and that has no alternative future use. The statement of income presentation also excludes consideration of integration costs and potential cost savings because NRC has not completed its comprehensive review of TXEN's business, operations, capitalization and management. (c) Exhibits. None SIGNATURE 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. NICHOLS RESEARCH CORPORATION (Registrant) By: Michael J. Mruz -------------------------------- Michael J. Mruz Chief Executive Officer and President Date: October 31, 1997 -----END PRIVACY-ENHANCED MESSAGE-----