8-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) December 29, 1994 (Exact name of registrant as specified in charter) DDL Electronics, Inc. (State or other jurisdiction of incorporation) Delaware (Commission file number) 1-8101 IRS employer identification No. 33-0213512 (Address of principal executive offices) 7320 SW Hunziker Road #300, Tigard, Oregon 97223-2302 Registrant's telephone number, including area code (503)620-1789 (Former name or former address, if changed since last report) 1270 NW 167th Place, Beaverton, Oregon 97006 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Pursuant to Article 11 of Regulation S-X the following is pro forma financial information of DDL Electronics, Inc. adjusted to reflect its sale of substantially all of the assets of its subsidiary, Aeroscientific Corp., an Oregon corporation, to Yamamoto Manufacturing (USA), Inc. DDL ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET December 31, 1994 (Unaudited) December 31, 1994 ASSETS CURRENT ASSETS Cash and cash equivalents $ 2,046,000 Accounts receivable 4,851,000 Inventories 1,256,000 Prepaid expenses 325,000 Total current assets 8,478,000 PROPERTY, EQUIPMENT AND IMPROVEMENTS, AT COST Land - Buildings and improvements 5,275,000 Plant equipment 13,778,000 Office and other equipment 1,529,000 Construction in progress 60,000 20,642,000 Less: accumulated depreciation and amortization (16,552,000) Property, equipment and improvements, net 4,090,000 OTHER ASSETS 448,000 $13,016,000 See accompanying Notes to Consolidated Financial Statements Associated with the Company's 10-Q and 10-K Filings.
DDL ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET December 31, 1994 (Continued) (Unaudited)
December 31, 1994 LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Current portion of long-term debt $ 1,215,000 Accounts payable 5,034,000 Accrued payroll and employee benefits 685,000 Other accrued liabilities 1,544,000 Total current liabilities 8,478,000 LONG-TERM DEBT 7% Convertible Subordinated Debentures, less current portion 729,000 8-1/2% Convertible Subordinated Debentures 1,580,000 Notes payable, capitalized lease obligations and other long-term debt, less current portion 4,327,000 Total long-term debt 6,636,000 STOCKHOLDERS' DEFICIT Preferred stock - Common stock 153,000 Additional paid-in capital 20,647,000 Accumulated deficit (21,949,000) Foreign currency translation adjustment (949,000) Total stockholders' deficit (2,098,000) $13,016,000 See accompanying Notes to Consolidated Financial Statements Associated with the Company's 10-Q and 10-K Filings.
DDL ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED DECEMBER 31, 1994 (Unaudited)
Historical Adjustments Pro Forma SALES $16,594,000 $(5,258,000) $11,336,000 COSTS AND EXPENSES Cost of goods sold 15,713,000 (4,953,000) 10,760,000 Administrative and selling expenses 3,233,000 (789,000) 2,444,000 Restructuring charges 1,173,000 - 1,173,000 20,119,000 (5,742,000) 14,377,000 OPERATING LOSS (3,525,000) 484,000 (3,041,000) NONOPERATING INCOME (EXPENSE) Investment income 57,000 - 57,000 Interest expense (656,000) 158,455 (497,545) Gain on sale of assets 3,374,000 (3,374,000) - Other income 33,000 - 33,000 2,808,000 (3,215,545) (407,545) LOSS BEFORE INCOME TAXES (717,000) (2,731,545) (3,448,545) INCOME TAXES - - - LOSS BEFORE EXTRAORDINARY ITEM (717,000) (2,731,545) (3,448,545) EXTRAORDINARY ITEM Gain on debt extinguishment 2,441,000 - 2,441,000 NET INCOME (LOSS) $ 1,724,000 $(2,731,545) $(1,007,545) PRIMARY EARNINGS (LOSS) PER SHARE: Loss before extraordinary item ($0.05) ($0.17) ($0.23) Extraordinary item 0.16 - 0.16 $0.11 ($0.17) ($0.06) AVERAGE NUMBER OF COMMON AND COMMON SHARE EQUIVALENTS 15,673,270 15,673,270 15,673,270 See accompanying Notes to Consolidated Financial Statements Associated with the Company's 10-Q and 10-K Filings.
DDL ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 1994 (Unaudited)
Historical Adjustments Pro Forma SALES $48,529,000 $(11,514,000) $37,015,000 COSTS AND EXPENSES Cost of goods sold 48,360,000 (11,807,000) 36,553,000 Administrative and selling expenses 7,617,000 (1,751,000) 5,866,000 55,977,000 (13,558,000) 42,419,000 OPERATING LOSS (7,448,000) 2,044,000 (5,404,000) NONOPERATING INCOME (EXPENSE) Investment income 168,000 - 168,000 Interest expense (1,110,000) 218,000 (892,000) Gain on sale of assets 2,000 - 2,000 Other income 34,000 - 34,000 (906,000) 218,000 (688,000) LOSS BEFORE INCOME TAXES (8,354,000) 2,262,000 (6,092,000) INCOME TAXES - - - NET LOSS $(8,354,000) $ 2,262,000 $(6,092,000) PRIMARY LOSS PER SHARE: ($0.55) $0.15 ($0.40) AVERAGE NUMBER OF COMMON AND COMMON SHARE EQUIVALENTS 15,097,175 15,097,175 15,097,175 See accompanying Notes to Consolidated Financial Statements Associated with the Company's 10-Q and 10-K Filings. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be siugned on its behalf by the undersigned thereunto duly authorized. DDL ELECTRONICS, INC. By: /s/ M. Charles Van Rossen M. Charles Van Rossen Vice President, Finance (Principal Financial Officer) Dated March 15, 1995