-----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, FFdV4Dt3a7RpZxmvbnZHG2Cw6wkiTtikOX+eZhUYN/dXJ4BNkKaiFTyZRraS5qXV +cJZml4T+TqMgPGUM/RmKw== 0000041980-99-000006.txt : 19990917 0000041980-99-000006.hdr.sgml : 19990917 ACCESSION NUMBER: 0000041980-99-000006 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990702 ITEM INFORMATION: FILED AS OF DATE: 19990916 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GODDARD INDUSTRIES INC CENTRAL INDEX KEY: 0000041980 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 042268165 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-02052 FILM NUMBER: 99712290 BUSINESS ADDRESS: STREET 1: 705 PLANTATION ST CITY: WORCESTER STATE: MA ZIP: 01605 BUSINESS PHONE: 5088522435 MAIL ADDRESS: STREET 1: P O BOX 165 CITY: WORCESTER STATE: MA ZIP: 01613-0765 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 2, 1999 GODDARD INDUSTRIES, INC. (Exact Name of Registrant as Specified in Its Charter) Massachusetts 0-2052 04-2268165 (State or Other (Commission (I.R.S. Employer Jurisdiction File Number) Identification No. ) Of Incorporation) 705 Plantation Street, Worcester, Massachusetts 01605 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (508)852-2435 (Former Name or Former Address, If Changed Since Last Report) The undersigned hereby amends its Current Report on Form 8-K filed On July 15, 1999 as follows: Item 7. Financial Statements and Exhibits (a) Financial Statements. Pro Forma Financial Information UNAUDITED PRO FORMA CONSOLIDATING BALANCE SHEET AS OF APRIL 3, 1999 UNAUDITED PRO FORMA CONSOLIDATING STATEMENT OF INCOME FOR THE SIX MONTHS ENDED APRIL 3, 1999 (b) Exhibits: Exhibit No. Description of Exhibit 1 Stock Purchase Agreement, dated July 2, 1999* *Previously filed by the Registrant as part of the initial filing of this Current Report on Form 8-K. 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. GODDARD INDUSTRIES, INC. Date: September 15, 1999 By: /s/Salvatore J. Vinciguerra Salvatore J. Vinciguerra, President Proforma Financial Information Effective July 2, 1999, Goddard Industries Inc.'s wholly-owned subsidiary, Goddard Valve Corporation (Valve), sold all of the outstanding common stock in its wholly-owned subsidiary, Webstone Company, Inc. (Webstone). The selling price of $1,789,324 was received in the form of $1,389,324 of cash, $250,000 of preferred stock in Webstone, and a non-interest bearing loan of $150,000 due within 90 days of closing. The unaudited proforma exhibits include: Unaudited proforma financial statements as of and for the year ended October 3, 1998 based upon the audited financial statements of Goddard Industries, Inc. and Subsidiaries as reported in the Form 10-KSB for that period and include: A consolidated unaudited proforma balance sheet as of October 3, 1998 presenting financial position as if the disposition of Webstone occurred on October 2, 1998 that reflects: A. Elimination of the Webstone assets and liabilities that were transferred to the purchaser, recording the expenses of the sale and the assets received from the transaction. A consolidated unaudited proforma statement of income for the year ended October 3, 1998 that presents the results of operations from continuing operations as if the disposition of Webstone occurred on September 28, 1997 that reflects: B. Elimination of the results of operations of Webstone for the period. C. Recording of administrative expenses previously allocated to Webstone that will now be absorbed by continuing operations. D. Adjustment of income taxes as a result of the administrative costs previously charged to Webstone. Unaudited proforma financial statements as of and for the three months ended January 2, 1999 based upon the financial statements of Goddard Industries, Inc. and Subsidiaries as reported in the Form 10-QSB for that period and include: A consolidated unaudited proforma balance sheet as of January 2, 1999 presenting financial position as if the disposition of Webstone occurred on January 1, 1999 that reflects: A. Elimination of the Webstone assets and liabilities that were transferred to the purchaser, recording the expenses of the sale and the assets received from the transaction. A consolidated unaudited proforma statement of income for the three months ended January 2, 1999 that presents the results of operations from continuing operations as if the disposition of Webstone occurred on October 3, 1998 and reflects: B. Elimination of the results of operations of Webstone for the period. C. Recording of administrative expenses previously allocated to Webstone that will now be absorbed by continuing operations. D. Adjustment of income taxes as a result of the administrative costs previously charged to Webstone. Unaudited proforma financial statements as of and for the six months ended April 3, 1999 based upon the financial statements of Goddard Industries, Inc. and Subsidiaries as reported in the Form 10-QSB for that period and include: A consolidated unaudited proforma balance sheet as of April 3, 1999 presenting financial position as if the disposition of Webstone occurred on April 2, 1999 that reflects: A. Elimination of the Webstone assets and liabilities that were transferred to the purchaser, recording the expenses of the sale and the assets received from the transaction. A consolidated unaudited proforma statement of income for the six months ended April 3, 1999 that presents the results of operations from continuing operations as if the disposition of Webstone occurred on October 3, 1998 and reflects: B. Elimination of the results of operations of Webstone for the period. C. Recording of administrative expenses previously allocated to Webstone that will now be absorbed by continuing operations. D. Adjustment of income taxes as a result of the administrative costs previously charged to Webstone. GODDARD INDUSTRIES, INC. UNAUDITED PROFORMA CONSOLIDATING BALANCE SHEET October 3, 1998 Historical Pro Forma As of Adjustments Pro Forma October 3, for Sale of as ASSETS 1998 Webstone Adjusted Current assets: Cash and cash equivalents $ 283,473 A $ (133,717) $ 1,539,080 A 1,389,324 Accounts receivable, net of allowances 1,174,946 A (647,662) 527,284 Due from former subsidiary A 150,000 150,000 Refundable taxes on income 92,723 92,723 Inventories 3,410,767 A (1,344,543) 2,066,224 Prepaid expenses and taxes 27,184 A (5,117) 22,067 Deferred income taxes 111,000 111,000 Total Current Assets 5,100,093 (591,715) 4,508,378 Property,plant and equipment,at 4,694,485 A (370,287) 4,324,198 Less: Accumulated depreciation 3,079,727 A (311,561) 2,768,166 1,614,758 (58,726) 1,556,032 Other assets: Excess of cost of investment in subsidiaries over equity in net assets acquired 10,868 A (10,868) 0 Investment A 250,000 250,000 Deferred income taxes - long t 131,000 131,000 Total other assets 141,868 239,132 381,000 Total assets $ 6,856,719 $ (411,309) $ 6,445,410 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt 184,000 0 184,000 Accounts payable 289,775 A (167,394) 122,381 Accrued expenses 457,406 A (128,600) 488,726 A 159,920 Accrued environmental liabilit 4,648 4,648 Deferrred compensation 42,500 42,500 Total current liabilities 978,329 (136,074) 842,255 Long-term debt, net of current maturities 377,515 A (238,000) 139,515 Deferred Compensation 508,500 0 508,500 Stockholders' equity Common stock 21,299 0 21,299 Additional paid-in capital 477,923 477,923 Retained earnings 4,493,153 A (37,235) 4,455,918 Total stockholders' equity 4,992,375 (37,235) 4,955,140 Total liabilities and stockholders' equity $ 6,856,719 $ (411,309) $ 6,445,410 GODDARD INDUSTRIES, INC. UNAUDITED PROFORMA CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED OCTOBER 3, 1998 Historical Pro Forma As of Adjustments Pro Forma October 3, for Sale of as 1998 Webstone Ajusted Net sales $ 9,732,242 B $ (3,893,947) $ 5,838,295 Cost of sales 6,082,601 B (2,747,238) 3,335,363 Gross profit 3,649,641 (1,146,709) 2,502,932 Selling and administrative expen 2,335,138 B (1,146,862) 1,250,275 C 61,999 Income from operations 1,314,503 (61,846) 1,252,657 Other income (expense) Interest expense (86,202) B 61,581 (24,621) Other income, net 32,459 B (1,685) 30,774 Total other income (expense) (53,743) 59,896 6,153 Income (loss) before income taxe (benefit) and equity in undistributed net income of subsidiaries 1,260,760 (1,950) 1,258,810 Provision for income taxes Current 458,000 B 22,100 457,200 D (22,900) Deferred 56,000 56,000 Total income taxes (benefit) 514,000 (800) 513,200 Net income (loss) $ 746,760 $ (1,150) $ 745,610 Earnings per Share: Basic $ 0.35 $ 0.35 Diluted $ 0.35 $ 0.35 A Elimination of the Webstone assets and liabilities that were transferred to the purchaser, record expenses of sale, record assets received as proceeds from sale of Webstone. B Elimination of results of operations of Webstone for the period. C Record administrative expenses previously allocated to Webstone that are now to be absorbed by continuing operations. D Adjustment of income taxes as a result of administrative costs previously charged to Webstone. GODDARD INDUSTRIES, INC. UNAUDITED PROFORMA CONSOLIDATING BALANCE SHEET January 2, 1999 Historical Pro Forma As of Adjustments Pro Forma January 2, for Sale of as ASSETS 1999 Webstone Adjusted Current assets: Cash and cash equivalents $ 45,819 A $ (16,479) $ 1,418,664 A 1,389,324 Accounts receivable, net of allowances 1,166,942 A (602,547) 564,395 Due from former subsidiary A 150,000 150,000 Refundable taxes on income 0 Inventories 3,413,724 A (1,292,257) 2,121,467 Prepaid expenses and taxes 15,206 A (1,590) 13,616 Deferred income taxes 113,400 113,400 Total Current Assets 4,755,091 (373,549) 4,381,542 Property, plant and equipment, at cost 4,742,236 A (370,287) 4,371,949 Less: Accumulated depreciation 3,146,146 A (315,311) 2,830,835 1,596,090 (54,976) 1,541,114 Other assets: Excess of cost of investment in subsidiaries over equity in net assets acquired 9,929 A (9,929) 0 Investment A 250,000 250,000 Deferred income taxes - long term 133,000 133,000 Total other assets 142,929 240,071 383,000 Total assets $ 6,494,110 $ (188,454) $ 6,305,656 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt $ 190,000 $ 0 $ 190,000 Accounts payable 206,100 A (59,715) 146,385 Accrued expenses 246,765 A (55,205) 351,480 A 159,920 Income taxes payable 9,359 A (11,500) (2,141) Deferrred compensation 60,000 60,000 Total current liabilities 712,224 33,500 745,724 Long-term debt, net of current maturities 136,593 A (50,000) 86,593 Deferred Compensation 491,000 0 491,000 Stockholders' equity Common stock 21,299 0 21,299 Additional paid-in capital 477,923 477,923 Retained earnings 4,655,071 A (171,954) 4,483,117 Total stockholders' equity 5,154,293 (171,954) 4,982,339 Total liabilities and stockholders' equity $ 6,494,110 $ (188,454) $ 6,305,656 GODDARD INDUSTRIES, INC. UNAUDITED PROFORMA CONSOLIDATING STATEMENT OF INCOME FOR THE THREE MONTHS ENDED JANUARY 2, 1999 Historical Pro Forma As of Adjustments Pro Forma October 3, for Sale of as 1998 Webstone Adjusted Net sales $ 2,392,171 B $ (957,709) $ 1,434,462 Cost of sales 1,519,722 B (641,666) 878,056 Gross profit 872,449 (316,043) 556,406 Selling and administrative expenses 594,233 B (276,563) 334,861 C 17,191 Income from operations 278,216 (56,671) 221,545 Other income (expense) Interest expense (7,905) B 1,333 (6,572) Other income, net 4,007 B 9,562 13,569 Total other income (expense) (3,898) 10,895 6,997 Income (loss) before income taxes (benefit) and equity in undistributed net income of subsidiaries 274,318 (45,776) 228,542 Provision for income taxes Current 116,800 B 22,100 98,500 D (40,400) Deferred (4,400) (4,400) Total income taxes (benefit) 112,400 (18,300) 94,100 Net income (loss) $ 161,918 $ (27,476) $ 134,442 Earnings per Share: Basic $ 0.08 $ 0.06 Diluted $ 0.08 $ 0.06 A Elimination of the Webstone assets and liabilities that were transferred to the purchaser, record expenses of sale, record assets received as proceeds from the sale of Webstone. B Elimination of results of operations of Webstone for the period. C Record administrative expenses previously allocated to Webstone that are now to be absorbed by continuing operations. D Adjustment of income taxes as a result of administrative costs previously charged to Webstone. GODDARD INDUSTRIES, INC. UNAUDITED PROFORMA CONSOLIDATING BALANCE SHEET APRIL 3, 1999 Historical Pro Forma As of Adjustments Pro Forma April 3, for Sale of as ASSETS 1999 Webstone Adjusted Current assets: Cash and cash equivalents $ 115,185 A $ (46,214) $ 1,458,295 A 1,389,324 Accounts receivable, net of allowances 1,145,868 A (719,953) 425,915 Due from former subsidiary A 150,000 150,000 Refundable taxes on income 16,542 A 42,000 58,542 Inventories 3,489,287 A (1,426,709) 2,062,578 Prepaid expenses and taxes 45,822 A (7,104) 38,718 Deferred income taxes 115,800 115,800 Total Current Assets 4,928,504 (618,656) 4,309,848 Property, plant and equipment, at cost 4,775,452 A (379,822) 4,395,630 Less: Accumulated depreciation 3,212,691 A (319,060) 2,893,631 1,562,761 (60,762) 1,501,999 Other assets: Excess of cost of investment in subsidiaries over equity in net assets acquired 8,990 A (8,990) 0 Investment A 250,000 250,000 Deferred income taxes - long term 135,000 135,000 Total other assets 143,990 241,010 385,000 Total assets $ 6,635,255 $ (438,408) $ 6,196,847 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt $ 152,300 $ 0 $ 152,300 Accounts payable 323,378 A (148,580) 174,798 Accrued expenses 205,969 A (42,908) 322,981 A 159,920 Income taxes payable 0 Deferrred compensation 60,000 60,000 Total current liabilities 741,647 (31,568) 710,079 Long-term debt, net of current maturities 76,354 76,354 Deferred Compensation 491,000 0 491,000 Stockholders' equity Common stock 21,308 0 21,308 Additional paid-in capital 479,286 479,286 Retained earnings 4,825,660 A (406,840) 4,418,820 Total stockholders' equity 5,326,254 (406,840) 4,919,414 Total liabilities and stockholders' equity $ 6,635,255 $ (438,408) $ 6,196,847 GODDARD INDUSTRIES, INC. UNAUDITED PROFORMA CONSOLIDATING STATEMENT OF INCOME FOR THE SIX MONTHS ENDED APRIL 3, 1999 Historical Pro Forma As of Adjustments Pro Forma April 3, for Sale of as 1999 Webstone Adjusted Net sales $ 4,831,459 B $(2,061,644) $ 2,769,815 Cost of sales 3,064,627 B (1,371,946) 1,692,681 Gross profit 1,766,832 (689,698) 1,077,134 Selling and administrative expenses 1,186,407 B (565,426) 658,922 C 37,941 Income from operations 580,425 (162,213) 418,212 Other income (expense) Interest expense (24,567) B 2,056 (22,511) Other income, net 8,749 B 17,339 26,088 Total other income (expense) (15,818) 19,395 3,577 Income (loss) before income taxes (benefit) and equity in undistributed net income of subsidiaries 564,607 (142,818) 421,789 Provision for income taxes Current 240,900 B (42,000) 183,800 D (15,100) Deferred (8,800) (8,800) Total income taxes (benefit) 232,100 (57,100) 175,000 Net income (loss) $ 332,507 $ (85,718) $ 246,789 Earnings per Share: Basic $ 0.16 $ 0.12 Diluted $ 0.16 $ 0.12 A Elimination of the Webstone assets and liabilities that were transferred to the purchaser, record expenses of sale, record assets received as proceeds from sale of Webstone. B Elimination of results of operations of Webstone for the period. C Record administrative expenses previously allocated to Webstone that are now to be absorbed by continuing operations. D Adjustment of income taxes as a result of administrative costs previously charged to Webstone. EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF EXHIBIT 1 Stock Purchase Agreement* *Previously filed by the Registrant as part of the initial filing of this Current Report on Form 8-K. -----END PRIVACY-ENHANCED MESSAGE-----