-----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, GLV2nXeUborS6RZJw89zE7H1eFAo4zcoS6VHlo7kK2Bsm6oEFfbwj+m5GjBFsjdP eOZLXpHvl6zWodzIeY3fBA== 0000950172-98-000734.txt : 19980803 0000950172-98-000734.hdr.sgml : 19980803 ACCESSION NUMBER: 0000950172-98-000734 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971218 ITEM INFORMATION: FILED AS OF DATE: 19980731 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENESCO GROUP INC CENTRAL INDEX KEY: 0000093542 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 041864170 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-09267 FILM NUMBER: 98675667 BUSINESS ADDRESS: STREET 1: 333 WESTERN AVE CITY: WESTFIELD STATE: MA ZIP: 01085 BUSINESS PHONE: 4135623631 FORMER COMPANY: FORMER CONFORMED NAME: STANHOME INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: STANLEY HOME PRODUCTS INC DATE OF NAME CHANGE: 19820513 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 December 18, 1997 (Date of earliest event reported) Enesco Group, Inc. (Exact name of Registrant as specified in its charter) Massachusetts 0-1349 04-1864170 (State of (Commission File No.) (IRS Employer Incorporation) Identification No.) 333 Western Avenue, Westfield, Massachusetts 01085 Address of principal executive offices, including zip code (413) 562-3631 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Exhibit 99.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 1997 by Stanhome Inc., currently known as Enesco Group, Inc. (the "Company"), is hereby amended and restated in its entirety as attached hereto. 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. ENESCO GROUP, INC. By /s/ Allan G. Keirstead ----------------------------- Name: Allan G. Keirstead Title: Vice Chairman, Executive Vice President and Chief Administrative and Financial Officer Dated: July 31, 1998 EXHIBIT INDEX Exhibit No. Description of Exhibit 99.2 Pro forma condensed consolidated balance sheet dated September 30, 1997 and pro forma condensed consolidated statement of income for the nine months ended September 30, 1997 and for the year ended December 31, 1996 EX-99 2 EXHIBIT 99.2 - PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET EXHIBIT 99.2 PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET STANHOME INC. SEPTEMBER 30, 1997 The following historical condensed consolidated balance sheet of Stanhome Inc. as of September 30, 1997 was from the September 30, 1997 Form 10-Q. The pro forma condensed consolidated balance sheet reflects the sale of Worldwide Direct Selling. The pro forma condensed consolidated balance sheet has been prepared assuming the transaction was consummated at the balance sheet date and includes adjustments which give effect to events that are attributable to the transaction and they have a continuing or non recurring impact. STANHOME INC. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 1997 (In Thousands)
Pro Forma Adjustments Stanhome Inc. Increase Historical (Decrease) Pro Forma ------------- ----------- --------- ASSETS CURRENT ASSETS: Cash and certificates of deposit $ 16,287 $ 66,144 (a) $ 82,431 Notes and accounts receivable, net 175,632 - 175,632 Inventories 104,619 - 104,619 Prepaid expenses 3,025 - 3,025 -------- -------- -------- Total current assets 299,563 66,144 365,707 -------- -------- -------- PROPERTY, PLANT AND EQUIPMENT, at cost 80,895 - 80,895 Less - Accumulated depreciation and amortization 46,313 - 46,313 -------- -------- -------- 34,582 - 34,582 -------- -------- -------- OTHER ASSETS: Goodwill and other intangibles, net 90,503 - 90,503 Other 21,575 - 21,575 -------- -------- -------- 112,078 - 112,078 -------- -------- -------- NET ASSETS OF DISCONTINUED OPERATIONS 21,994 ( 17,461)(b) 4,533 -------- -------- -------- $468,217 $ 48,683 $516,900 ======== ======== ======== See Notes to Pro Forma Condensed Consolidated Information.
STANHOME INC. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 1997 (In Thousands)
Pro Forma Adjustments Stanhome Inc. Increase Historical (Decrease) Pro Forma ------------- ----------- ---------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Notes and loans payable $119,264 $ - $119,264 Accounts payable 30,595 2,332 (e) 32,927 Federal, state and foreign taxes on income 23,889 17,291 (f) 41,180 Accrued expenses-- Royalties 8,981 - 8,981 Vacation, sick and postretirement benefits 4,012 - 4,012 Pensions and profit sharing 2,713 - 2,713 Payroll and commissions 4,670 - 4,670 Other 44,383 4,578 (c) 48,961 -------- -------- -------- Total current liabilities 238,507 24,201 262,708 -------- -------- -------- LONG-TERM LIABILITIES: Postretirement benefits 15,567 - 15,567 -------- -------- -------- Total long-term liabilities 15,567 - 15,567 -------- -------- -------- SHAREHOLDERS' EQUITY: Common stock 3,154 - 3,154 Capital in excess of par value 46,729 - 46,729 Retained earnings 365,377 ( 6,000)(g) 359,377 Cumulative translation adjustments ( 32,243) 30,482 (d) ( 1,761) -------- -------- -------- 383,017 24,482 407,499 Less - Shares held in treasury, at cost 168,874 - 168,874 -------- -------- -------- Total shareholders' equity 214,143 24,482 238,625 -------- -------- -------- $468,217 $ 48,683 $516,900 ======== ======== ======== See Notes to Pro Forma Condensed Consolidated Information.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME STANHOME INC. FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 The following historical condensed consolidated statement of income of Stanhome Inc. for the nine months ended September 30, 1997 was from the September 30, 1997 Form 10-Q. The pro forma condensed consolidated statement of income reflects the removal of Hamilton Direct Response and Direct Selling from the income of discontinued operations, net of taxes. The pro forma adjustments have been computed assuming the transactions were consummated at the beginning of the nine month period and include adjustments which give effect to events that are attributable to the transactions and that are expected to have a continuing impact. STANHOME INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 (In thousands, except per share amounts)
Pro Forma Adjust. Increase Pro Forma (Decrease) Adjust. Stanhome Inc. Disc. Increase Historical Operations (Decrease) Pro Forma ------------- ---------- -------- --------- NET SALES $367,323 $ - $ - $367,323 COST OF SALES 198,406 - - 198,406 -------- ------ ------ -------- GROSS PROFIT 168,917 - - 168,917 SELLING, DISTRIBUTION, GENERAL AND ADMINISTRATIVE EXPENSES 143,077 - - 143,077 -------- ------ ------ -------- OPERATING PROFIT 25,840 - - 25,840 Interest expense ( 5,368) - 1,950 (j) ( 3,418) Other expense, net ( 2,044) - - ( 2,044) -------- ------ ------ -------- INCOME BEFORE INCOME TAXES FROM CONTINUING OPERATIONS 18,428 - 1,950 20,378 Income taxes 9,228 - 780 (k) 10,008 -------- ------ ------ -------- INCOME OF CONTINUING OPERATIONS, NET OF TAXES 9,200 - 1,170 10,370 INCOME OF DISCONTINUED OPERATIONS, NET OF TAXES 2,158 ( 2,158)(h) - - NET LOSS ON SALE OF DIRECT RESPONSE ( 35,000) - - ( 35,000) -------- ------ ------ -------- NET INCOME (LOSS) ($ 23,642) ($2,158) $1,170 ($ 24,630) ======== ====== ====== ======== EARNINGS (LOSS) PER COMMON SHARE (Primary and fully diluted): CONTINUING OPERATIONS $ .51 $ .58 DISCONTINUED OPERATIONS .12 - SALE OF DIRECT RESPONSE ( 1.96) ( 1.96) ----- ----- TOTAL EARNINGS (LOSS) PER COMMON SHARE ($1.33) ($1.38) ===== ===== AVERAGE SHARES FULLY DILUTED 17,824 17,824 See Notes to Pro Forma Condensed Consolidated Information.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME STANHOME INC. FOR THE YEAR ENDED DECEMBER 31, 1996 The Company's historical statement of income for the year ended December 31, 1996 has been reclassified to present two business segments (Hamilton Direct Response and Direct Selling) as discontinued operations. The pro forma condensed consolidated statement of income reflects the removal of Hamilton Direct Response and Direct Selling from the income of discontinued operations, net of taxes. The pro forma adjustments have been computed assuming the transactions were consummated at the beginning of the year and include adjustments which give effect to events that are attributable to the transactions and that are expected to have a continuing impact. This statement should be read in conjunction with the historical consolidated financial statements of Stanhome Inc. included in its December 31, 1996 Form 10-K, the historical condensed consolidated financial statements of Stanhome Inc. included in its September 30, 1997 Form 10-Q and pro forma financial information on Stanhome Inc. included in its May 22, 1997 Form 8-K. STANHOME INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1996 (In thousands, except per share amounts)
Pro Forma Adjust. Increase Pro Forma Stanhome Inc. (Decrease) Adjust. Stanhome Inc. Reclassi- Historical Disc. Increase Historical fications Reclassified Operations (Decrease) Pro Forma ------------- --------- ------------- ---------- -------- --------- NET SALES $844,992 ($329,544) $515,448 $ - $ - $515,448 COST OF SALES 370,178 ( 97,998) 272,180 - - 272,180 -------- -------- -------- ------- ------- -------- GROSS PROFIT 474,814 ( 231,546) 243,268 - - 243,268 SELLING, DISTRIBUTION, GENERAL AND ADMINISTRATIVE EXPENSES 393,349 ( 219,793) 173,556 - - 173,556 -------- -------- -------- ------- ------- -------- OPERATING PROFIT 81,465 ( 11,753) 69,712 - - 69,712 Interest expense ( 8,684) 488 ( 8,196) - 2,600 (j) ( 5,596) Other expense, net ( 3,502) 228 ( 3,274) - - ( 3,274) -------- -------- -------- ------- ------- -------- INCOME BEFORE INCOME TAXES FROM CONTINUING OPERATIONS 69,279 ( 11,037) 58,242 - 2,600 60,842 Income taxes 30,842 ( 5,216) 25,626 - 1,040 (k) 26,666 -------- -------- -------- ------- ------- -------- INCOME OF CONTINUING OPERATIONS, NET OF TAXES 38,437 ( 5,821) 32,616 - 1,560 34,176 INCOME OF DISCONTINUED OPERATIONS, NET OF TAXES - 5,821 5,821 ( 5,821)(i) - - NET LOSS ON SALE OF DIRECT RESPONSE - ( 35,000) ( 35,000) - - ( 35,000) -------- -------- -------- ------- ------- -------- NET INCOME (LOSS) $ 38,437 ($ 35,000) $ 3,437 ($ 5,821) $ 1,560 ($ 824) ======== ======== ======== ====== ======= ======== EARNINGS (LOSS) PER COMMON SHARE (Primary and fully diluted): CONTINUING OPERATIONS $2.12 $1.80 $1.89 DISCONTINUED OPERATIONS - .32 - SALE OF DIRECT RESPONSE - ( 1.93) ( 1.93) ----- ----- ----- TOTAL EARNINGS (LOSS) PER COMMON SHARE $2.12 $ .19 ($ .04) ===== ===== ===== AVERAGE SHARES FULLY DILUTED 18,120 18,120 18,120 See Notes to Pro Forma Condensed Consolidated Information.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The Pro Forma Financial Information has been prepared by Stanhome Inc. and is based upon assumptions deemed proper by it. The Pro Forma Financial Information presented herein is shown for illustrative purposes only and is not necessarily indicative of the future financial position or future results of operations of Stanhome Inc., or of the financial position or results of operations of Stanhome Inc. that would have actually occurred had the transaction been in effect as of the date or for the periods presented. (a) Reflects the cash received related to the sale of Direct Selling inclusive of escrow amount less taxes due at closing. (b) Reflects the elimination of the net assets sold from Direct Selling. (c) Reflects accrued transaction fees. (d) Reflects the cumulative translation adjustment associated with Worldwide Direct Selling. (e) Reflects the net payable owed to Direct Selling. (f) Reflects income taxes payable due to tax gain on sale of Direct Selling. (g) Reflects loss associated with sale of Direct Selling. (h) Reflects the elimination of $1,163,000 Direct Response net loss and $3,321,000 Direct Selling net income. (i) Reflects the elimination of $6,171,000 Direct Response net loss and $11,992,000 Direct Selling net income. (j) Reflects the reduction of interest expense associated with use of proceeds received from the sale of Direct Selling. (k) Reflects income taxes related to the pro forma adjustment (j). -----END PRIVACY-ENHANCED MESSAGE-----