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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] Annual Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Fiscal Year Ended September 30,
2000
or
[ ] Transition Report under Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the Transition Period
from to
Commission File Number 0-2052
GODDARD INDUSTRIES, INC.
(Name of Small Business Issuer as Specified in Its Charter)
Massachusetts 04-2268165
(State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification No.)-
or Organization)
705 Plantation Street, Worcester, Massachusetts
01605
(Address of Principal Executive Offices)
(Zip Code)
Issuer's Telephone Number, Including Area Code: (508) 852-
2435
Securities registered under Section 12(b) of the Act:
Title of Each Class Name of Each Exchange
On Which Registered
None N/A
Securities registered under Section 12(g) of the Exchange
Act:
Common Stock $.01 par value
(Title of class)
Check whether the issuer: (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during
the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days. Yes X No
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this
form, and if no disclosure will be contained, to the best of
the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB [ X
]
The registrant's net revenues for its most recent fiscal year
are $3,812,737.
The aggregate market value of the registrant's Common Stock,
par value $.01 per share, held by non-affiliates of the
registrant at December 26, 2000 was approximately $1,267,391,
based on the mean of the high and low sale prices on that
date as reported by the OTC Bulletin Board.
As of December 26, 2000, there were outstanding 2,147,271
shares of Common Stock, par value $.01 per share.
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the
registrant's Proxy Statement involving the election of
directors, which is expected to be filed within 120 days
after the end of the registrant's fiscal year, are
incorporated by reference in Part III of this Report.
Transitional Small Business Disclosure Format:
Yes No X
PART I
ITEM 1. Business.
General.
Goddard Industries, Inc. (which together with its wholly
owned subsidiaries is hereinafter referred to as the
"Company") is engaged primarily in the design, manufacture,
distribution and sale of valves for industrial and commercial
use. The Company is a Massachusetts corporation organized in
1959. Its executive offices are located at 705 Plantation
Street, Worcester, Massachusetts 01605.
The Company's Goddard Valve Corporation subsidiary
(Goddard Valve) designs, manufactures and sells cryogenic
gate, globe and check valves and control devices required for
the handling of liquefied oxygen, nitrogen, liquefied natural
gas, and other liquefied gases. Additionally, the Company has
developed a manifold system to allow addition of controls to
a cryogenic tank as a single unit. The principal markets for
Goddard Valve's cryogenic products historically have been air
separation companies and manufacturers of cryogenic tanks and
transport trailers. In more recent years, markets for special
cryogenic valves have developed for use on tanks required by
the semi-conductor manufacturing and medical technology
industries. Goddard Valve distributes its cryogenic valves
domestically through independent sales representatives, as
well as selling directly to customers in the U.S., Canada,
Europe and Asia.
Two years ago, the Company's Board of Directors
approved a strategic growth plan which would focus the
Company's resources on its strengths in valve technology and
manufacturing, particularly in cryogenic valves. The plan
called for disposition of all non-manufacturing assets and
investment in product lines and businesses which would expand
the Company's position in the cryogenic and industrial valve
markets throughout the world.
As the first step in this process, the Company sold its
plumbing supplies distribution business (Webstone Company,
Inc.) in July 1999 for approximately $1,789,000 to a related
party. See note 15 to the financial statements.
At the same time, the Company began to actively search
for acquisition candidates which fit its new strategy. The
first acquisition was completed on November 1, 2000 with the
purchase of the assets of Mack Valves Pty Ltd (Mack Valves)
of Melbourne, Australia. Completed after the end of the
fiscal year 2000, this acquisition is expected to have a
significant impact on the Company's business in the future.
Mack Valves is located in Melbourne, Australia, and has
sales offices in Queensland, New South Wales, Western
Australia, and South Australia, with distributors throughout
Southeast Asia. Mack Valves produces a range of cryogenic
valves, and a range of water, steam, fire service, and
industrial valves. Their cryogenic valve line is largely
complementary to that of Goddard Valve. Management believes
that Mack Valves has a dominant share of the Australian
market for its full range of products and a significant
position in Southeast Asia. See Note 16 to the financial
statements for further information on the acquisition of Mack
Valves. (Except as the context otherwise indicates,
references in this Form 10-KSB to the "Company" for periods
prior to November 1, 2000 do not include Mack Valves.)
Sources of Supply.
Raw materials for Goddard Valve and Mack Valves consist
of stainless steel, aluminum, bronze and cast iron castings
and bar stock, which are available from a variety of regular
and competitive suppliers. The Company does not anticipate
difficulty in obtaining sufficient raw materials for that
business.
Dependence upon Principal Customers.
During fiscal 2000 Goddard Valve sold a substantial
amount of its products to two customers which are users or
manufacturers of cryogenic vessels. One customer accounted
for 24% of its cryogenic valve business, up from 8% in fiscal
1999, and a second customer for 20% of its cryogenic
business, down from 23% in fiscal 1999. Management believes
that these shifts are representative of changes to the
industrial gas industry, as industrial gas companies and
equipment suppliers re-evaluate their sourcing policies,
increasingly searching for low cost suppliers who have the
ability to provide products on a global basis. Despite the
decline in its sales in recent years, management believes
that Goddard Valve is well positioned to improve its position
in the industrial gas industry as a result of its strategy of
product and geographic expansion. However, any loss or
significant decrease in business from its principal customers
would have a materially adverse effect on the business of the
Company.
Backlog.
The dollar amount of backlog of orders believed to be
firm for Goddard Valve was approximately $329,000 as of the
end of the 2000 fiscal year, compared with approximately
$230,000 as of the end of the 1999 fiscal year and $886,000
at the end of fiscal 1998. The higher level of backlog at the
end of fiscal 2000 reflects a moderate buildup in orders with
delivery dates beyond the end of the fiscal year when
compared with the end of fiscal 1999.
No part of the backlog is seasonal. Backlog varies
according to business conditions within the industry, and all
backlog is expected to be shipped within the current fiscal
year.
Competition.
All aspects of the Company's business are highly
competitive. The Company believes there are between six and
eight principal competitors in the cryogenic valve business.
Goddard Valve competes on the basis of product performance,
dependability, and price. In the last year, foreign
competitors have been more aggressive in pursuing business in
the United States. The Company believes that Goddard Valve's
competitive position within that industry is strong, although
there can be no assurance that that situation will continue.
Research and Development.
During fiscal year 2000, the Company spent approximately
$296,000 or 8% of sales, and had six employees working full
or part time on Company-sponsored research and development of
cryogenic valves. These R & D expenditures were made on new
products and refreshment of existing products. Management
believes that continued expenditure in R & D is vital to the
Company's future and has elected to continue R & D projects
despite the decline in revenues. During the previous year the
Company spent approximately $255,000 or 5% of sales for
research and development. (The increase over years prior to
1998 is due in part to a change in the method of accounting
for overhead.)
The Company has obtained a number of patents and has
additional patent applications pending with respect to
certain of the products of Goddard Valve. There can be no
assurance that any of the pending patent applications will be
granted or that existing patents will be enforceable. While
the Company believes the patents have value, it believes that
the success of Goddard Valve depends more upon the technical
competence and manufacturing skills of its employees than
upon patents.
Employees.
As of December 20, 2000, the Company had a total of 99
employees, all of whom were full time employees of the
Company. This includes 68 employees added through the
acquisition of Mack Valves on November 1, 2000.
ITEM 2. Properties.
The Company's executive offices and the business of
Goddard Valve are located at 705 Plantation Street,
Worcester, Massachusetts in a one-story building owned by
Goddard Valve Corporation on a main thoroughfare. The
building has approximately 37,000 square feet: a 27,000
square foot masonry structure erected in 1961 and a 10,000
square foot steel structure added in 1997. The Company leases
approximately 15,000 square feet to Webstone Company, Inc.,
pursuant to a lease with terms that were negotiated on an
arms-length basis.
The Company believes that the facility is adequate to
meet Company needs for the foreseeable future. The Company
believes that its existing facilities and equipment are well
maintained and in good operating condition.
Subsequent to the end of the fiscal year, the Company
leased 33,000 square feet of space in Melbourne, Australia,
which houses the headquarters and manufacturing facilities of
Mack Valves. In addition, its four sales offices are also
leased.
ITEM 3. Legal Proceedings.
In 1995 the Massachusetts Department of Environmental
Protection ("DEP") designated the Company's facility at 705
Plantation Street, Worcester as a Tier 1C Site under the
Massachusetts Contingency Plan as a result of a prior release
of hazardous materials on the site. The Company was required
to conduct response actions required under the Massachusetts
Contingency Plan. These actions culminated in the filing of a
Class C Response Action Outcome Statement with the DEP in
September 1998. Based upon the information presently
available, no further corrective response actions are
required; however, the Company must continue to monitor the
site and file reports of the monitoring results with the DEP.
ITEM 4. Submission of Matters to a Vote of Security
Holders.
No matters were submitted to the stockholders of the
Company during the fourth quarter of the 2000 fiscal year.
PART II
ITEM 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
The Company's Common Stock is traded in the over-the-
counter market on the OTC Bulletin Board. As of December 26,
2000, there were approximately 547 holders of the Company's
Common Stock. The quarterly high and low bid prices of the
Company's Common Stock for the two fiscal years ending
October 2, 1999 and September 30, 2000 are set forth below.
Prices are based upon quotations from the OTC Bulletin Board.
FISCAL 1999 BID PRICES
High Low
Quarter Ending1/2/99 $2.625 $1.375
4/3/99 $2.625 $2.00
7/3/99 $2.25 $2.00
10/2/99 $2.25 $1.375
FISCAL 2000 BID PRICES
High Low
Quarter Ending 1/1/00 $1.875 $1.375
4/1/00 $2.375 $1.438
7/1/00 $2.50 $1.438
9/30/00 $1.938 $1.125
The preceding bid prices reflect interdealer prices,
without retail mark-up, mark-down or commission, and may not
represent actual transactions.
The Company has paid stock dividends from time to time
in the past and paid a single cash dividend of $.03/share in
February, 1998.
ITEM 6. Management's Discussion and Analysis or Plan of
Operation.
Results of Operations - 2000 Compared to 1999
Net sales from continuing operations for the fiscal year
ended September 30, 2000 were $3,813,000 with net income from
continuing operations of $187,000 or $.09 per share. Net
sales from continuing operations for the fiscal year ended
October 2, 1999 were $4,976,000, with net income from
continuing operations of $463,000 or $.21 per share. There
were no discontinued operations or extraordinary items in
fiscal year 2000; however, for the fiscal year ended October
2, 1999, net income from discontinued operations was $30,000
or $.01 per share and the sale of Webstone Company, Inc.
("Webstone") resulted in a book loss of $419,000, or $.19 per
share. As a result, the consolidated net income for the
fiscal year 2000 was $187,000 or $.09 per share compared with
$74,000 or $.03 per share per share last year.
Orders received during fiscal year 2000 amounted to
$3,996,000, down 8% from orders received in fiscal year 1999.
Management believes that this decline is in step with
continued declines in demand for valves and equipment within
the industrial gas industry.
Gross profit margins from continuing operations for
fiscal 2000 declined slightly to 39% from 41% in fiscal 1999
as a result of lower volumes. Selling and administrative
expenses increased as a percentage of revenue to 36% during
fiscal 2000, compared to 26% during fiscal 1999. The
increase in selling and administrative expenses as a
percentage of revenues was due in part to the lower volume of
sales and in part to higher costs of Research and
Development, which increased to $296,000 or 8% of sales in
fiscal 2000 from $255,000 or 5% of sales in fiscal 1999.
These R & D expenditures were made on new products and
refreshment of its existing products. Management believes
that continued expenditure in R & D is vital to the Company's
future, and it has elected to continue R&D projects despite
the decline in revenues.
Results of Operations - 1999 Compared to 1998
Net sales from continuing operations for the fiscal year
ended October 2, 1999 were $4,976,000, with net income from
continuing operations of $463,000 or $.21 per share. This
compared with net sales of $5,838,000 and net income of
$786,000 or $.37 per share from continuing operations for the
prior year. Net income from discontinued operations was
$30,000 or $.01 per share in 1999 compared with a net loss of
$39,000 or $.02 per share in the prior year. The sale of
Webstone resulted in a book loss of $419,000, or $.19 per
share. As a result, the consolidated net income for the
fiscal year was $74,000 or $.03 per share, compared with
$747,000 or $.35 per share in the prior year.
The downward trend in orders received year-to-year from
cryogenic valve operations continued throughout the year.
Orders received from cryogenic valve operations in the year
ended October 2, 1999 were $4,351,000 compared with
$5,887,000 in fiscal year 1998. Goddard Valve's two largest
customers accounted for two thirds of this decline.
Management believes that those reductions are representative
of reductions in spending by those customers and the
remainder of the industry, and do not reflect losses in the
Company's market share. Few new air separation plants are
being constructed anywhere in the world, reflecting continued
stagnation in new plant and equipment spending in air
separation plants in Asia, coupled with extra capacity in the
industry created during the 1996-1997 expansion.
Gross profit margins from continuing operations for
fiscal 1999 declined slightly to 41% from 44% in fiscal 1998
as a result of lower volumes. Selling and administrative
expenses from continuing operations increased as a percentage
of revenue to 26% during fiscal 1999, compared to 22% during
fiscal 1998. The increase in selling and administrative
expenses as a percentage of revenues was due in part to the
lower volume as well as costs associated with the transition
in the position of President and Chief Executive Officer in
the first quarter of the fiscal year.
Liquidity and Capital Resources
Historically, the Company has funded operations through
earnings and bank borrowings. On September 30, 2000, the
Company had no long-term debt, and $45,000 of current
maturities of capital lease obligations. On November 1, 2000,
the company borrowed $3,668,000 to finance the acquisition of
Mack Valves Pty Ltd.
The Company believes that its working capital and cash
position provide sufficient liquidity to handle the normal
working capital and debt service requirements of its
business.
The Company's results of operations have not been
materially effected by seasonality.
Forward Looking Information
Information in this Form 10-KSB may contain certain
"forward looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, that
address such matters as new product introductions and
projected future sales. These statements can be identified
by the use of forward looking terminology such as "expect",
"anticipate", "believe", "intend", "estimate" or other
comparable terminology. All forward looking statements
involve risks and uncertainties, and actual results could
differ materially from those set forth in the forward looking
statements. Some of the principal factors which could affect
the Company's future operations include the loss of or
decline in level of orders from major customers, delays in
introducing new products, the failure of the market to accept
new products, changes in general economic conditions and
conditions in major customer industries such as the
industrial gas business.
ITEM 7. Financial Statements.
The financial statements and supplementary data are
listed under Part III, Item 13 in this report.
ITEM 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures.
There have not been any changes in the Company's
auditors in more than two fiscal years.
PART III
ITEM 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance With Section 16(a) of
the Exchange Act.
Information required by this Item 9 is hereby
incorporated in part by reference to the Company's definitive
Proxy Statement which is expected to be filed by the Company
within 120 days after the close of its fiscal year.
Executive Officers of the Company
The executive officers of the Company who are neither
directors of the Company nor nominees for director are as
follows:
Name Age Position Executive Office
Since
Donald R. Nelson 65 Vice President of the 1973
Company
The term of office for all officers is from one annual
meeting of the Board of Directors to the next, subject to the
right of the Board of Directors to remove an officer at any
time, and subject to the provisions of the Employment
Agreement of the Chief Executive Officer, Mr. Salvatore J.
Vinciguerra.
Mr. Nelson has been employed by the Company in the above-
described capacity for more than five years.
ITEM 10. Executive Compensation.
Information required by this Item 10 is hereby
incorporated by reference to the Company's definitive Proxy
Statement which is expected to be filed by the Company within
120 days after the close of its fiscal year.
ITEM 11. Security Ownership of Certain Beneficial Owners and
Management.
Information required by this Item 11 is hereby
incorporated in part by reference to the Company's definitive
Proxy Statement which is expected to be filed by the Company
within 120 days after the close of its fiscal year.
ITEM 12. Certain Relationships and Related Transactions.
Information required by this Item 12 is hereby
incorporated in part by reference to the Company's definitive
Proxy Statement which is expected to be filed by the Company
within 120 days after the close of its fiscal year.
ITEM 13. Exhibits and Reports on Form 8-K.
(a)(1) Financial Statements.
1. Report of Greenberg, Rosenblatt, Kull &
Bitsoli, P.C. dated November 13, 2000. (See
page 14 hereof.)
2. Consolidated Balance Sheet as of September 30,
2000 and October 2, 1999. (See page 16
hereof.)
3. Consolidated Statement of Income for the fifty-
two weeks ended September 30, 2000, the fifty-
two weeks ended October 2, 1999, and the fifty-
three weeks ended October 3, 1998. (See page
17 hereof.)
4. Consolidated Statement of Stockholders' Equity
for the fifty-two weeks ended September 30,
2000, the fifty-two weeks ended October 2,
1999, and the fifty-three weeks ended October
3, 1998. (See page 18 hereof.)
5. Consolidated Statement of Cash Flows for the
for the fifty-two weeks ended September 30,
2000, the fifty-two weeks ended October 2,
1999, and the fifty-three weeks ended October
3, 1998. (See page 19 hereof.)
6. Notes to the Consolidated Financial
Statements. (See pages 20-32 hereof.)
(a)(2) Exhibits.
(3) Articles of Incorporation and By-Laws:
(a)(1) Restated Articles of Organization, dated
March 31, 1971. (Filed as Exhibit 3 to the
Company's Form 10-K for the fiscal year ended
September 28, 1985.)*
(a)(2) Articles of Amendment to Restated
Articles of Organization, dated June 1, 1972.
(Filed as Exhibit 3 to the Company's Form 10-K
for the fiscal year ended September 28,
1985.)*
(a)(3) Articles of Amendment to Restated
Articles of Organization, dated October 11,
1985. (Filed as Exhibit 3 to the Company's
Form 10-K for the fiscal year ended September
28, 1985.)*
(a)(4) Articles of Amendment to Restated
Articles of Organization dated March 13, 1987.
(Filed as Exhibit 3 to the Company's Form 10-Q
for the quarter ended March 28, 1987.)*
(b)(1) By-Laws (filed as Exhibit 19 to the
Company's Form 10-Q for the quarter ended
March 31, 1984.)*
(b)(2) By-Law Amendment dated as of September
28, 1990. (Filed as Exhibit 3(b)(2) to the
Company's Form 10-K for the fiscal year ended
September 29, 1990.)*
(4) Instruments Defining the Rights of Security
Holders:
(a) Specimen certificate of common stock. (Filed
as Exhibit 4(a) of Registration Statement on
Form S-1 Registration No. 2-16854 of Reva
Enterprises, Inc., now Goddard Industries,
Inc.)*
(10) Material Contracts:
(a) Adoption Agreement (Non-Standardized Code
401(k) Profit Sharing Plan) dated July 31,
1991, together with related Defined
Contribution Prototype Plan and Trust
Agreement. (Filed as Exhibit 10(h) to the
Company's Form 10-K for the fiscal year ended
September 28, 1991.)*
(b) Employee Stock Purchase Plan dated December 9,
1993. (Filed as Exhibit 10(h) to the
Company's Form 10-KSB for the fiscal year
ended October 1, 1994.)*
(c) Employment Agreement between the Company and
Salvatore J. Vinciguerra dated October 19,
1998. (Filed as Exhibit 10(h) to the Company's
Form 10-KSB for the fiscal year ended October
3, 1998.)*
(d) 1998 Equity Incentive Plan. (Filed as Exhibit 10(i) to
the Company's Form 10-KSB for the fiscal year ended October 3,
1998.)*.
(e) Form of Sale of Business Agreement. (Filed as Exhibit 1
to the Company's Form 8-K filed on November 15, 2000.)*
(11) Statement Re Computation of Per Share Earnings.
The Statement Re Computation of Per Share Earnings
is set forth in Note 13 to the Company's
Consolidated Financial Statements.
(21) Subsidiaries of the Registrant. (Filed as Exhibit
22 to the Company's Form 10-K for the fiscal year
ended September 30, 1989.)*
(27) Financial Data Schedule.
*Not filed herewith. In accordance with Rule 12b-23 under
the Securities Exchange Act of 1934, as amended, reference is
made to the documents previously filed with the Commission.
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K on
November 15, 2000 related to the acquisition of Mack Valves
Pty Ltd of Melbourne, Australia.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GODDARD INDUSTRIES, INC.
Dated: December 28, 2000 By:/s/Salvatore J. Vinciguerra
Salvatore J. Vinciguerra
President
In accordance with the Exchange Act, this report has
been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/Salvatore J. Vinciguerra Principal Executive December
28, 2000
Salvatore J. Vinciguerra Officer
/s/Kenneth Heyman Principal Financial
December 26, 2000
Kenneth Heyman and Accounting Officer
/s/Saul I. Reck Chairman of the Board
December 24, 2000
Saul I. Reck of Directors
/s/Jacky Knopp, Jr. Director December 21,
2000
Jacky Knopp, Jr.
/s/Robert E. Humphryes Director December
22, 2000
Robert E. Humphreys
/s/Lyle E. Wimmergren Director December
24, 2000
Lyle E. Wimmergren
GODDARD INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND OCTOBER 2, 1999
Independent Auditors' Report
The Shareholders and Board of Directors
Goddard Industries, Inc. and Subsidiaries
Worcester, Massachusetts
We have audited the accompanying consolidated balance sheets
of Goddard Industries, Inc. and Subsidiaries as of September
30, 2000 and October 2, 1999 and the related consolidated
statements of income, shareholders' equity and cash flows for
each of the three years in the period ended September 30,
2000. These financial statements are the responsibility of
the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
As explained in Note 16, subsequent to September 30, 2000 the
Company acquired substantially all the net assets of Mack
Values Pty Ltd. in a business combination accounted for as a
purchase.
In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects,
the consolidated financial position of Goddard Industries,
Inc. and Subsidiaries as of September 30, 2000 and October 2,
1999 and the consolidated results of their operations and
cash flows for each of the three years in the period ended
September 30, 2000, in conformity with generally accepted
accounting principles.
/s/GREENBERG, ROSENBLATT, KULL &
BITSOLI, P.C.
Worcester, Massachusetts
November 13, 2000
GODDARD INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND OCTOBER 2, 1999
ASSETS 2000
1999
Current assets:
Cash and cash equivalents $1,630,711
$1,773,389
Accounts receivable (less allowance
For doubtful accounts of $20,300 in
2000 and $17,900 ion 1999) 466,076
478,941
Inventories 2,046,476
1,924,507
Refundable income taxes 91,763
33,708
Prepaid expenses 46,920
49,550
Deferred income taxes 98,000
87,000
Total current assets 4,379,946
4,347,095
Property, plant and equipment 1,352,386
1,433,110
Other assets:
Deferred charges 150,761
- - - - - - - - - - - - - - - - - - - -
Deferred income taxes 73,000
92,000
Investment 250,000
250,000
Total other assets 473,761
342,000
Total assets $6,206,093
$6,122,205
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of
capital lease obligations $ 44,572 $
96,000
Accounts payable 150,040
75,380
Accrued expenses 229,419
291,336
Deferred compensation 71,280
69,000
Total current liabilities 495,311
531,716
Capital lease obligations -
44,222
Deferred compensation 446,290
476,791
Shareholders' equity:
Common stock - par value $.01 per share,
authorized 3,000,000 shares, issued
and outstanding 2,142,271 shares
in 2000 and 2,131,531 shares
in 1999 21,423
21,315
Additional paid-in capital 488,398
480,713
Retained earnings 4,754,671
4,567,448
Total shareholders' equity 5,264,492
5,069,476
Total liabilities and
Shareholders' equity $6,206,093
$6,122,205
GODDARD INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED SEPTEMBER 30, 2000,
OCTOBER 2, 1999 AND OCTOBER 3, 1998
2000 1999
1998
Sales $3,812,737 $4,976,104
$5,838,295
Cost of sales 2,343,730 2,936,251
3,295,665
Gross Profit 1,469,007 2,039,853
2,542,630
Selling and
Administrative expenses 1,355,128 1,313,644
1,266,974
Operating profit 113,879 726,209
1,275,656
Other income (expense):
Interest expense -46,959 -56,464
- - - - - - - - - - - - - - - - - - - -24,621
Other income 235,303 102,432
69,774
Total other income 188,344 45,968
45,153
Income from continuing
operations before
income taxes 302,223 772,177
1,320,809
Income taxes:
Current 107,000 283,000
480,000
Deferred 8,000 26,000
55,000
Total income taxes 115,000 309,000
535,000
Income from continuing
operations 187,223 463,177
785,809
Discontinued operations:
Income (loss) from operations,
net of tax - 30,295
- - - - - - - - - - - - - - - - - - - -39,049
Loss on disposal, net of tax - -419,177
- - - - - - - - - - - - - - - - - - - -
Loss from discontinued
Operations - -388,882
- - - - - - - - - - - - - - - - - - - -39,049
Net income $187,223 $ 74,295
$746,760
Earnings per share:
Continuing operations:
Basic $ 0.09 $ 0.22
$ 0.37
Diluted $ 0.09 $ 0.21
$ 0.37
Net Income:
Basic $ 0.09 $ 0.03
$ 0.35
Diluted $ 0.09 $ 0.03
$ 0.35
GODDARD INDUSTRIES, INC. AND
SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
EQUITY
YEARS ENDED SEPTEMBER 30, 2000,
OCTOBER 2, 1999 AND OCTOBER 3, 1998
Shares Additional
Of common Common paid-in
Retained
Stock stock capital
earnings Total
Balance at
September 27,
1997 2,126,649 $ 21,266 $ 471,511 $ 3,810,253
$ 4,303,030
Net income - - - 746,760
746,760
Dividends paid
($.03 per share) -63,860
- - - - - - - - - - - - - - - - - - - -63,860
Stock options
Exercised 2,000 20 3,680 -
3,700
Stock issued under
Employee stock
Purchase plan 1,333 13 2,732 -
2,745
Balance at
October 3, 1998 2,129,982 21,299 477,923
4,493,153 4,992,375
Net income - - -
74,295 74,295
Stock issued under
employee stock
purchase plan 1,549 16 2,790 -
2,806
Balance at
October 2, 1999 2,131,531 21,315 480,713
4,567,448 5,069,476
Net income - - -
187,223 187,223
Stock options
exercised 8,000 80 3,920 -
4,000
Stock issued under
employee stock
purchase plan 2,740 28 3,765 -
3,793
Balance at
September 30,
2000 2,142,271 $ 21,423 $488,398
$4,754,671 $5,264,492
GODDARD INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
YEARS ENDED SEPTEMBER 30, 2000,
OCTOBER 2, 1999, AND OCTOBER 3, 1998
2000 1999
1998
Operating activities:
Net income $187,223 $74,295
$746,760
Adjustments to reconcile net income
to net cash provided by operating
activities:
Income (loss) from discontinued
Operations - -30,295
39,049
Loss on disposition of business - 419,177
- - - - - - - - - - - - - - - - - - - -
Income from continuing operations 187,223 463,177
785,809
Depreciation and amortization 230,951 237,683
239,398
Provision for losses on accounts
Receivable 2,400 2,400
- - - - - - - - - - - - - - - - - - - -1,374
Changes in assets and liabilities:
Accounts receivable 10,465 45,943
142,428
Inventories -121,969 141,717
- - - - - - - - - - - - - - - - - - - -99,571
Refundable income taxes -58,055 59,015
- - - - - - - - - - - - - - - - - - - -92,723
Prepaid expenses 2,630 -27,483
5,489
Accounts payable 74,660 -47,001
- - - - - - - - - - - - - - - - - - - -118,384
Accrued expenses -61,917 -42,118
- - - - - - - - - - - - - - - - - - - -74,168
Income taxes payable - -
- - - - - - - - - - - - - - - - - - - -52,660
Deferred income taxes 8,000 26,000
56,000
Deferred compensation -28,221 -5,209
- - - - - - - - - - - - - - - - - - - -
Net cash provided by operating
activities: 246,167 854,124
790,244
Investing activities:
Property, plant and equipment
Additions -150,227 -114,761
- - - - - - - - - - - - - - - - - - - -224,867
Deferred charges -150,761 -
- - - - - - - - - - - - - - - - - - - -
Net proceeds from disposition
Of business - 1,539,324
- - - - - - - - - - - - - - - - - - - -
Investment in former subsidiary - -474,567
- - - - - - - - - - - - - - - - - - - -304,405
Net cash provided by (used in)
investing activities -300,988 949,996
- - - - - - - - - - - - - - - - - - - -529,272
Financing activities:
Repayments of long-term debt -95,650 -183,293
- - - - - - - - - - - - - - - - - - - -143,153
Issuance of common stock 7,793 2,806
48,603
Cash dividends paid - -
- - - - - - - - - - - - - - - - - - - -63,860
Net cash used in financing
activities -87,857 -180,487
- - - - - - - - - - - - - - - - - - - -158,410
Net increase (decrease) in cash -142,678 1,623,633
102,562
Cash and cash equivalents - beginning 1,773,389 149,756
47,194
Cash and cash equivalents - ending $1,630,711 $1,773,389
$ 149,756
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year:
Interest $ 46,959 $ 58,538
$ 90,413
Income taxes $ 180,000 $ 282,500
$ 558,525
GODDARD INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000, OCTOBER 2, 1999 AND OCTOBER 3, 1998
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation:
The consolidated financial statements include the
accounts of Goddard Industries, Inc., its wholly-owned
subsidiaries Goddard Valve Corporation (Valve) and
Goddard Management Corporation, incorporated on July
28, 1999, and Valve's wholly-owned subsidiary, Webstone
Company, Inc. (Webstone), collectively (Company). On
July 2, 1999, Webstone was sold (Note 15). All
material intercompany transactions have been
eliminated.
Fiscal Year:
The Company's fiscal year ends on the Saturday nearest
to September 30. The years ended September 30, 2000
and October 2, 1999 each contain 52 weeks while the
year ended October 3, 1998 contains 53 weeks.
Cash and Cash Equivalents:
The Company considers all highly liquid investments
with an original maturity of three months or less to be
cash equivalents. The Company's cash and cash
equivalents are on deposit with financial institutions.
At times, such deposits are in excess of Federal
Deposit Insurance Corporation (FDIC) insurance limits.
Inventories:
Inventories are valued at the lower of cost or market.
Cost is determined by the first-in, first-out method.
Property, Plant and Equipment:
Property, plant and equipment are carried at cost and
depreciated using the straight-line method over the
following estimated useful lives:
YEARS
Building and improvements 10 - 35
Machinery, equipment and tools 3 - 10
Office equipment and fixtures 5 - 10
Advertising:
Advertising costs are expensed when incurred.
Income Taxes:
Taxes are provided for items entering into the
determination of net income for financial reporting
purposes, irrespective of when such items are reported
for income tax purposes. Accordingly, deferred income
taxes have been provided for all temporary differences.
Tax credits are accounted for on the flow-through
method, whereby credits earned during the year are used
to reduce the current income tax provision.
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Estimates:
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that
affect certain reported amounts and disclosures.
Although these estimates are based on management's
knowledge of current events and actions to be
undertaken in the future, they may differ from actual
results.
Revenue Recognition:
The Company recognizes revenue when goods are shipped
from its facilities.
Reclassifications:
Certain amounts in the 1999 and 1998 financial
statements have been reclassified to conform with the
2000 presentation with no effect on previously reported
net income or retained earnings.
(2) INVENTORIES
Inventories are comprised of the following:
2000 1999
Finished goods $ 1,811,356 $
1,607,495
Work in process 21,329
30,646
Raw materials 213,791
286,366
$ 2,046,476 $
1,924,507
(3) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following:
2000 1999
Land $ 12,865
12,865
Building and improvements 927,813
913,643
Machinery, equipment and tools 3,462,252
3,363,935
Office equipment and fixtures 166,271
148,516
4,569,201
4,438,959
Accumulated depreciation (3,216,815)
(3,005,849)
$ 1,352,386 $
1,433,110
Depreciation expense charged to income was approximately
$231,000, $238,000, and $239,000 in 2000, 1999, and
1998, respectively.
(4) CAPITAL LEASE OBLIGATIONS
The Company is obligated under the following capital
lease obligations for machinery and equipment:
2000 1999
Capital lease obligation, payments of
$5,750 per month including interest
at 8.5%, due in 2001. $ 44,572 $
106,893
Capital lease obligation, payments of
$6,807 per month included interest
at 8.5%, due in 2000. -
33,329
44,572
140,222
Current maturities 44,572
96,000
$ - $
44,222
Future minimum lease payments total $46,000 of which
$1,428
represents interest.
Assets directly financed through leases totaled $182,000
for 1998 and are included in property, plant and
equipment. Amortization of these assets totaling $56,000
in 2000 and $47,000 in 1999 and 1998 is included in
depreciation expense and accumulated depreciation. The
net book value of the assets under capital leases at the
end of 2000 and 1999 was approximately $368,000 and
$425,000, respectively.
(5) COMMON STOCK OPTIONS
During the year ended September 30, 2000, the Company
granted qualified options for 361,500 shares, including
50,000 shares to its President, under the 1998 Equity
Incentive Plan, and non-qualified options for 5,000
shares to each non-employee director (20,000 in total).
In October 1998, the Company granted qualified options
for 200,000 shares to its President under the 1998 Equity
Incentive Plan. This Plan provides for the grant of
options for a maximum of 600,000 shares.
In March 1998, the Company granted non-qualified options
for 5,000 shares to each non-employee director and in
varying amounts to certain employees, for an aggregate of
41,000 shares of common stock. The exercise price of
each option equals the market price of the Company's
stock on the date of grant and the option's maximum term
is five years.
(5) COMMON STOCK OPTIONS (Continued)
The fair value of each option is estimated on the date of
grant using the Black-Scholes option-pricing model with
the following weighted average assumptions:
2000 1999
1998
Dividend yield None None
None
Expected volatility 77.52% 75.18%
74.01%
Risk-free interest rate 6.43% 6.43%
4.79%
Expected lives 10 years 10 years 5
years
A summary of the status of the Company's outstanding
options as of September 30, 2000, October 2, 1999, and
October 3, 1998 and the changes during the years ending
on those dates are presented below:
September 30, 2000 October 2, 1999
October 3, 1998
Weighted Weighted
Weighted
average average
average
exercise exercise
exercise
Shares price Shares price Shares
price
Outstanding at
beginning of
year: 303,000 $ 1.75 103,000 $ 1.97
64,000 $ 1.34
Granted 381,500 1.51 200,000 1.63 41,000
2.88
Exercised -8,000 0.50 - - -2,000
0.50
Expired or
Cancelled-18,000 2.32 - - -
-
Outstanding at
end of year 658,500 $ 1.61 303,000 $ 1.75
103,000 $ 1.97
Options exercisable
At year-end 157,000 103,000
103,000
Weighted average
fair value of
options granted
during the year $ 1.33 $ 1.35 $
1.84
(5) COMMON STOCK OPTIONS (Continued)
The following summarizes information about fixed stock
options outstanding at September 30, 2000:
Weighted
average
remaining Weighted
Weighted
Number contractural average Number
average
Exercise outstanding life exercise
exercisable exercise
price at 9/30/00 in years price at
9/30/00 price
$ 0.50 15,000 .25 $ 0.50 15,000 $
0.50
$1.88 29,000 1.50 $ 1.88 29,000 $
1.88
$2.88 33,000 2.50 $ 2.88 33,000 $
2.88
$1.63 200,000 8.00 $ 1.63 50,000 $
1.63
$1.38 141,500 9.25 $ 1.38 20,000 $
1.38
$2.00 50,000 9.50 $ 2.00 - $
2.00
$1.75 90,000 9.75 $ 1.75 - $
1.75
$1.25 100,000 9.75 $ 1.25 10,000 $
1.25
658,500 157,000
The Company applies APB Opinion 25 in accounting for
employee stock options. Accordingly, no compensation
cost has been recognized. Had compensation costs been
determined on the basis of FASB Statement 123 in 2000,
1999, and 1998, net income from continuing operations
would have been reduced to $96,014, $422,677, and
$740,545, respectively, which would have decreased basic
earnings per share by $.05 in 2000 and $.02 in 1999 and
1998. Diluted earnings per share would have been
decreased by $.05 in 2000, $.01 in 1999 and $.02 in 1998.
(6) FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts reflected in the consolidated
balance sheets for cash, accounts receivable, accounts
payable and accrued expenses approximate fair value due
to the short maturities of these instruments. The
investment is carried at cost, which approximates fair
value. The carrying value of capital lease obligations
approximates fair value since the rates and terms of
these instruments are substantially equivalent to those
the Company would offer or obtain at the balance sheet
date.
(7) INCOME TAXES
The following is a reconciliation of income tax expense
computed at the Federal statutory income tax rate to the
provision for income taxes:
2000 1999 1998
Federal income taxes at
statutory rate $ 102,800 $ 262,500 $
449,100
State income taxes net of
federal income tax benefit 18,900 48,400
82,800
Nondeductible expenses -8,900 300
2,800
Other 2,200 -2,200
300
Income taxes $ 115,000 $ 309,000 $ 535,000
The provision for income taxes is summarized as follows:
2000 1999 1998
Current:
Federal $ 79,000 $ 215,000 $ 367,000
State 28,000 68,000 113,000
107,000 283,000 480,000
Deferred:
Federal 6,000 20,000 42,000
State 2,000 6,000 13,000
8,000 26,000 55,000
$115,000 $ 309,000 $ 535,000
(7) INCOME TAXES (Continued)
The tax effects of the principal temporary differences
giving rise to the net current and noncurrent deferred
tax assets totaling $171,000 in 2000 and $179,000 at
October 2, 1999 are as follows:
2000 1999
Deferred tax assets:
Deferred compensation $ 207,000 $
218,300
Capital loss carryforward 167,700
167,700
Inventory valuation 51,200
45,800
Accrued salaries 7,500
6,000
Bad debts 8,100
7,200
Total gross deferred tax assets 441,500
445,000
Deferred tax liabilities:
Depreciation 102,800
98,300
338,700
346,700
Valuation allowance -167,700 -
167,700
$ 171,000 $
179,000
Management has established a valuation allowance in
connection with the deferred tax asset related to the
capital loss carryforward.
(8) COMMITMENTS AND CONTINGENCIES
Employment Agreements:
In October 1998, the Board of Directors entered into an
employment agreement with the Company's President
requiring minimum annual payments of $140,000.
The Company has a non-qualified, unfunded deferred
compensation plan for the Chairman of the Board
providing for payments, in the form of a joint and
survivor annuity, of $60,000 for his life and, upon his
death $30,000 to his spouse for her life. The payments
will be adjusted annually for increases in the Consumer
Price Index (CPI) since 1993 with a lump-sum payment
due annually within forty-five days of the fiscal year
end. As of September 30, 2000, the deferred
compensation liability represents the actuarial present
value of this obligation based upon the following
assumptions.
Interest rate
7.25%
Annual increases in the CPI
3.00%
Post-retirement mortality 1983 Group
Annuity Table
The Company has employment agreements with certain key
executive officers and directors that become operative
only upon a change in control of the Company without
the approval of the Board of Directors. Compensation
which might be payable under these agreements has not
been reflected in the consolidated financial statements
of the Company as of September 30, 2000, since a change
in control, as defined, has not occurred.
(8) COMMITMENTS AND CONTINGENCIES (Continued)
Environmental matters:
In 1998, the Company filed a Class "C" Response Action
Outcome Statement with the Massachusetts Department of
Environmental Protection regarding its facility in
Worcester, Massachusetts. Based upon the information
presently available, periodic monitoring is required.
(9) RESEARCH AND DEVELOPMENT COSTS
Research and development costs charged to operations in
2000, 1999, and 1998 were approximately $296,000,
255,000, and $196,000, respectively.
(10) ADVERTISING COSTS
Advertising costs charged to operations in 2000, 1999,
and 1998 were approximately $29,000, $8,000, and $6,000,
respectively.
(11) PROFIT SHARING PLAN
The Company has a profit sharing plan covering
substantially all employees. The Company's profit
sharing contribution is determined annually by the Board
of Directors.
Incorporated into the plan are the provisions of Section
401(k) of the Internal Revenue Code, which allows
employees to contribute to their accounts on a pretax
basis. The Company matches employee contributions up to
a maximum of 25% of each employee's contribution.
Total contributions by the Company amounted to
approximately $49,000, $ 53,000, and $59,000 in 2000,
1999, and 1998, respectively.
(12) EMPLOYEE STOCK PURCHASE PLAN
The Company has a qualified employee stock purchase plan
covering all employees except officers and directors.
Employees participating in the plan are granted options
semi-annually to purchase common stock of the Company.
The number of full shares available for purchase is a
function of the employee's accumulated payroll deductions
at the end of each six-month interval. The option price
is the lesser of 85% of the fair value of the Company's
common stock on the first day of the payment period or
85% of the fair value of the Company's common stock on
the last day of the payment period. As of September 30,
2000, October 2, 1999, and October 3, 1998, there were no
options outstanding under the plan.
(13) EARNINGS PER SHARE
The following data show the amounts used in computing
earnings per share from continuing operations and the
effects on income and the weighted average number of
shares of dilutive potential common stock.
Year ended September
30, 2000
Net Common
Income
Shares EPS
Basic EPS:
Income available to common
shareholders $187,223
2,133,709 $0.09
Dilutive effect of potential common
Stock options -
33,792
Diluted EPS:
Income available to common
shareholders after assuming
exercise of dilutive securities $187,223
2,167,501 $0.09
Year ended
October 2, 1999
Net Common
Income Shares
EPS
Basic EPS:
Income available to common
shareholders $463,177 2,130,385
$0.22
Dilutive effect of potential common
Stock options - 30,733
Diluted EPS:
Income available to common
shareholders after assuming
exercise of dilutive securities $463,177 2,161,118
$0.21
Year ended October
3, 1998
Net Common
Income Shares
EPS
Basic EPS:
Income available to common
shareholders $785,809 2,128,414
$0.37
Dilutive effect of potential common
Stock options - 20,445
Diluted EPS:
Income available to common
shareholders after assuming
exercise of dilutive securities $785,809 2,148,859
$0.37
(13) EARNINGS PER SHARE (Continued)
Per share amounts attributable to discontinued
operations and the loss on disposal, net of tax, are as
follows:
2000 1999 1998
Earnings (loss) per share:
Basic
Discontinued operations $ - $ 0.01 $
- - - - - - - - - - - - - - - - - - - -0.02
Loss on disposal $ - $-0.20
- - - - - - - - - - - - - - - - - - - -
Diluted
Discontinued operations $ - $ 0.01 $
- - - - - - - - - - - - - - - - - - - -0.02
Loss on disposal $ - $-0.19
- - - - - - - - - - - - - - - - - - - -
Options for 643,500 and 80,000 common shares in 2000 and
1999, respectively, were not included in computing
diluted earnings per share because their effects are
antidilutive.
(14) MAJOR CUSTOMERS
The Company sells a majority of its products to a limited
number of customers, predominantly manufacturers of
cryogenic vessels. Sales, in thousands of dollars, to
individual customers constituting 10% or more of total
sales were as follows:
2000 1999 1998
Customer A $ 929 24% $ 382
8% $ 608 10%
Customer B $ 772 20% 1,149
23% 1,724 30%
(15) DISCONTINUED OPERATIONS
On July 1, 1999, the Board of Directors of Goddard Valve
Corp. approved the sale of Webstone Company, Inc.
(Webstone), its wholly-owned subsidiary, to Michael E.
Reck, President of Webstone since 1996. The sale was
consummated on July 2, 1999. The selling price of
$1,789,324 was received in the form of $1,389,324 of
cash, $250,000 of preferred stock in the Webstone
Company, Inc., and a non-interest bearing loan of
$150,000 due within 90 days of closing. Webstone's
results are reported as a discontinued operation in the
consolidated financial statements for all periods
presented. The assets and liabilities of Webstone have
been reported in the consolidated balance sheet as net
assets of discontinued operations and are included in
other assets.
Webstone's discontinued operations are presented as
follows:
For the nine For
the
months ended year
ended
July 2, 1999
October 3, 1998
Sales $3,017,982
$3,893,947
Cost of sales 2,022,990
2,747,238
Gross profit 994,992
1,146,709
Selling and administrative expenses 943,994
1,146,862
Income (loss) from operations 50,998
- - - - - - - - - - - - - - - - - - - -153
Other income (expense):
Interest expense -2,074
- - - - - - - - - - - - - - - - - - - -61,581
Other income, net 1,671
1,685
Total other expense -403
- - - - - - - - - - - - - - - - - - - -59,896
Income (loss) before income taxes
(benefit) 50,595
- - - - - - - - - - - - - - - - - - - -60,049
Provision for (benefit from) income taxes 20,300
- - - - - - - - - - - - - - - - - - - -21,000
Net income (loss) $ 30,295 $
- - - - - - - - - - - - - - - - - - - -39,049
(15) DISCONTINUED OPERATIONS (Continued)
Webstone's balance sheet as of October 3, 1998 is
summarized as follows:
ASSETS
Current assets:
Cash $ 133,717
Accounts receivable, net of allowance
647,662
Inventories 1,344,543
Prepaid expenses 5,116
Deferred income taxes 37,000
Total current assets 2,168,038
Property, plant and equipment 58,726
Other assets 10,869
Total assets: $ 2,237,633
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 167,394
Accrued expenses 128,600
Total current liabilities 295,994
Long-term debt 238,000
Shareholders' equity 1,703,639
Total liabilities and shareholders' equity $ 2,237,633
(16) SUBSEQUENT EVENT
On November 1, 2000, the Company acquired substantially
all of the assets of Mack Valves Pty Ltd. (Mack) of
Melbourne, Australia for a purchase price of $3,617,600
(A$6,921,000). The acquisition was financed through
secured credit facilities furnished by Fleet National
Bank and National Australia Bank Limited, totaling
approximately $3,668,100. The Company acquired net assets
valued at $1,362,200 (A$2,606,000). The excess of
purchase price over fair value of the assets (Goodwill)
was approximately $2,255,400 and will be amortized on a
straight-line basis over 30 years. The final purchase
price will be adjusted based upon Mack's audited balance
sheet at October 31, 2000. Any difference from the
calculated November 1, 2000 purchase price, together with
transaction costs associated with acquiring Mack
(estimated to be approximately $540,000), will be
combined with Goodwill. In addition, contingent
consideration of approximately $418,000 (A$800,000) in
cash and $221,000 (A$422,500) in non-qualified stock
options, will be required if Mack achieves various sales
levels during the forthcoming five years. Such payments,
if any, will be added to Goodwill and amortized over its
remaining life. Assuming the acquisition had occurred on
October 3, 1999, the company's net sales, net income,
basic and diluted earnings per share would have been
approximately $8,220,000, $128,000, $.06 and $.06,
respectively, after calculating charges for amortization
of goodwill and interest costs related to the acquisition
totaling approximately $477,000 ($.22 and $.22 per basic
and diluted share).
In connection with this transaction the company entered
into a foreign currency forward contract to acquire
A$4,000,000 to hedge the amount of its future investment.
Losses due to foreign currency fluctuations approximated
$44,400 at September 30, 2000 and were attributable to
the decline in the value of the Australian dollar in
relation to the U.S. dollar. All losses associated with
this contract have been deferred and will be included in
Goodwill.
As of November 1, 2000 the value of the Australian dollar
had declined approximately 4.3% in relation to the U.S.
dollar. Additional losses in connection with this foreign
currency forward contract totaling $93,600 will be
charged to Goodwill associated with the acquisition.
EXHIBIT INDEX
Exhibit
Number Number
(a)(1) Financial Statements.
1. Report of Greenberg, Rosenblatt, Kull &
Bitsoli, P.C. dated November 13, 2000. (See
page 14 hereof.)
2. Consolidated Balance Sheet as of September 30,
2000 and October 2, 1999. (See page 16
hereof.)
3. Consolidated Statement of Income for the fifty-
two weeks ended September 30, 2000, the fifty-
two weeks ended October 2, 1999, and the fifty-
three weeks ended October 3, 1998. (See page
17 hereof.)
4. Consolidated Statement of Stockholders' Equity
for the fifty-two weeks ended September 30,
2000, the fifty-two weeks ended October 2,
1999, and the fifty-three weeks ended October
3, 1998. (See page 18 hereof.)
5. Consolidated Statement of Cash Flows for the
for the fifty-two weeks ended September 30,
2000, the fifty-two weeks ended October 2,
1999, and the fifty-three weeks ended October
3, 1998. (See page 19 hereof.)
6. Notes to the Consolidated Financial
Statements. (See pages 20-32 hereof.)
(a)(2) Exhibits.
(3) Articles of Incorporation and By-Laws:
(a)(1) Restated Articles of Organization, dated
March 31, 1971. (Filed as Exhibit 3 to the
Company's Form 10-K for the fiscal year ended
September 28, 1985.)*
(a)(2) Articles of Amendment to Restated
Articles of Organization, dated June 1, 1972.
(Filed as Exhibit 3 to the Company's Form 10-K
for the fiscal year ended September 28,
1985.)*
(a)(3) Articles of Amendment to Restated
Articles of Organization, dated October 11,
1985. (Filed as Exhibit 3 to the Company's
Form 10-K for the fiscal year ended September
28, 1985.)*
(a)(4) Articles of Amendment to Restated
Articles of Organization dated March 13, 1987.
(Filed as Exhibit 3 to the Company's Form 10-Q
for the quarter ended March 28, 1987.)*
(b)(1) By-Laws (filed as Exhibit 19 to the
Company's Form 10-Q for the quarter ended
March 31, 1984.)*
(b)(2) By-Law Amendment dated as of September
28, 1990. (Filed as Exhibit 3(b)(2) to the
Company's Form 10-K for the fiscal year ended
September 29, 1990.)*
(4) Instruments Defining the Rights of Security
Holders:
(a) Specimen certificate of common stock. (Filed
as Exhibit 4(a) of Registration Statement on
Form S-1 Registration No. 2-16854 of Reva
Enterprises, Inc., now Goddard Industries,
Inc.))*
(10) Material Contracts:
(a) Adoption Agreement (Non-Standardized Code
401(k) Profit Sharing Plan) dated July 31,
1991, together with related Defined
Contribution Prototype Plan and Trust
Agreement. (Filed as Exhibit 10(h) to the
Company's Form 10-K for the fiscal year ended
September 28, 1991.)*
(b) Employee Stock Purchase Plan dated December 9,
1993. (Filed as Exhibit 10(h) to the
Company's Form 10-KSB for the fiscal year
ended October 1, 1994.)*
(c) Employment Agreement between the Company and
Salvatore J. Vinciguerra dated October 19,
1998. (Filed as Exhibit 10(h) to the Company's
Form 10-KSB for the fiscal year ended October
3, 1998.)*
(d) 1998 Equity Incentive Plan. (Filed as Exhibit 10(i) to
the Company's Form 10-KSB for the fiscal year ended October 3,
1998.)*.
(e) Form of Sale of Business Agreement. (Filed as Exhibit 1
to the Company's Form 8-K filed on November 15, 2000.)*
(11) Statement Re Computation of Per Share Earnings.
The Statement Re Computation of Per Share Earnings
is set forth in Note 13 to the Company's
Consolidated Financial Statements.
(21) Subsidiaries of the Registrant. (Filed as Exhibit
22 to the Company's Form 10-K for the fiscal year
ended September 30, 1989.)*
(27) Financial Data Schedule.