8-K 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2002 POMEROY COMPUTER RESOURCES, INC. -------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-20022 31-1227808 -------- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) file number) Identification No.) 1020 Petersburg Road, Hebron, KY 41048 -------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code (859) 586-0600 -------------- 1 Item 2. Disposition of Assets ----------------------- On April 16, 2002 the Company closed the sale of a majority of the assets of its wholly owned subsidiary - Technology Integration Financial Services, Inc. ("T.I.F.S.") to Information Leasing Corporation ("ILC"), the leasing division of the Provident Bank of Cincinnati, Ohio. Vincent D. Rinaldi, a Director of the Company, is the President of ILC. ILC paid the Company book value for the net assets of T.I.F.S., which was approximately $3.1 million. In addition, ILC assumed and liquidated at the time of the closing approximately $18.9 million of the Company's debt related to leased assets owed by T.I.F.S. As part of the transaction, the Company signed an exclusive seven-year vendor agreement whereby the Company is appointed as an agent for remarketing and reselling of the equipment and will be paid a commission on lease transactions referred to and accepted by ILC. The below unaudited summary balance sheet and income statement for the Company on a pro forma basis for the period presented is as if the sale of T.I.F.S. had closed as of the beginning of fiscal 2001. The adjustments from the historical to pro forma balance sheet include the removal of the net assets and liabilities from the sale and include the proceeds from the sale, which resulted in the generation of cash. The adjustments from the historical to pro forma income statement include the removal of the T.I.F.S. purchased assets operations for fiscal 2001. No other pro forma adjustments were necessary. Condensed Balance Sheet (in thousands) Fiscal 2001 ----------------------- Historical Pro Forma ----------- ---------- Cash $ 2,875 $ 24,881 Accounts receivable 171,988 165,234 Net investment in leases 58,247 5,052 Other 108,608 108,200 Total assets $ 341,718 $ 303,367 Current and long term notes payable $ 37,403 $ 4,129 Other 113,553 109,737 Equity 190,762 189,501 Total liabilities and equity $ 341,718 $ 303,367 2 Condensed Income Statement (in thousands, except per share data) Fiscal 2001 ----------------------- Historical Pro Forma ----------- ---------- Net sales and revenues $ 809,214 $ 800,229 Gross Profit $ 103,277 $ 98,516 Income from operations $ 14,341 $ 12,386 Net income $ 7,809 $ 6,548 Earnings per common share: Basic $ 0.62 $ 0.52 Diluted $ 0.61 $ 0.52 The pro forma summary balance sheets and income statements are presented for informational purposes only and are not necessarily indicative of the financial condition or results of operations that would have occurred had the sale of T.I.F.S. been completed as of the above date, nor are they necessarily indicative of future financial conditions or results of operations. Item 7. Exhibits -------- 99.8 Press Release dated April 16, 2002 99.9 Asset Purchase Agreement by and among Technology Integration Financial Services, Inc., T.I.F.S. Advisory Services, Inc., Pomeroy Computer Resources, Inc., and Information Leasing Corporation as of February 27, 2002. 99.10 Exclusive Vendor Agreement 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. POMEROY COMPUTER RESOURCES, INC. ----------------------------------- Date: May 1, 2002 By: /s/ Michael E. Rohrkemper ---------------------------------------------- Michael E. Rohrkemper, Chief Financial Officer and Chief Accounting Officer 3