SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 2001
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from _______________ to ________________
Commission File No. 0-2052
GODDARD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2268165
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
705 Plantation Street, Worcester, Massachusetts 01605
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (508)852-2435
Check whether the registrant (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
State the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Title of Each Class of Number of Shares Outstanding
Common Stock Outstanding at June 30, 2001
Common Stock, $.01 par value 2,160,684
Transitional Small Business Disclosure Format
Yes ___ No __X__
GODDARD INDUSTRIES, INC.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
PAGE
Item 1 Financial Statements
Consolidated Balance Sheets - June 30, 2001
and September 30,2000 (unaudited) 3
Consolidated Statements of Operations - Nine Months Ended
June 30, 2001 and July 1, 2000 (unaudited) 4
Consolidated Statements of Cash Flows - Nine Months Ended
June 30, 2001 and July 1, 2000 (unaudited) 5
Notes to Consolidated Financial Statements 7
Item 2 Management Discussion and Analysis 13
PART II - OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K 17
-2-
GODDARD INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
June 30, 2001 September 30, 2000
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 846,674 $1,630,711
Accounts receivable, net of allowances 1,178,879 466,076
Inventories 2,638,959 2,046,476
Refundable income taxes 231,763 91,763
Prepaid expenses and taxes 75,629 46,920
Deferred income taxes 302,487 116,000
TOTAL CURRENT ASSETS 5,274,391 4,397,946
PROPERTY, PLANT AND EQUIPMENT,
at cost 5,264,335 4,569,201
Less - Accumulated depreciation (3,454,744) (3,216,815)
1,809,591 1,352,386
OTHER ASSETS:
Deferred charges 58,534 150,761
Deferred income taxes - long term 108,452 73,000
Investment 250,000 250,000
Financing 54,792 -
Goodwill 2,283,971 -
TOTAL OTHER ASSETS 2,755,749 473,761
TOTAL ASSETS $ 9,839,731 $6,224,093
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 2,100,457 $ 44,572
Accounts payable 496,470 150,040
Accrued expenses 422,223 273,819
Deferred compensation 71,280 71,280
Income taxes payable 19,320 0
TOTAL CURRENT LIABILITIES 3,109,750 539,711
LONG TERM DEBT 1,407,019 -
DEFERRED COMPENSATION 455,986 446,290
SHAREHOLDERS' EQUITY:
Common stock - par value $.01 per share, authorized
3,000,000 shares, issued and outstanding
2,160,684 at June 30, 2001 and
2,142,271 at September 30, 2000 21,607 21,423
Additional paid-in capital 498,487 488,398
Accumulated other comprehensive income (31,500) -
Retained earnings 4,378,382 4,728,271
TOTAL SHAREHOLDERS' EQUITY 4,866,976 5,238,092
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 9,839,731 $6,224,093
-3-
GODDARD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
June 30, 2001 July 1, 2000
For the Three For the Nine For the Three For the Nine
Months Ended Months Ended Months Ended Months Ended
NET SALES $1,997,683 $5,388,476 $ 975,492 $2,961,875
COST OF SALES 1,658,488 3,673,463 584,277 1,779,450
GROSS PROFIT 339,195 1,715,013 391,215 1,182,425
SELLING AND ADMINISTRATIVE
EXPENSES 769,213 2,065,853 287,067 894,921
INCOME (LOSS) FROM
OPERATIONS (430,018) (350,840) 104,148 287,504
OTHER INCOME (EXPENSE):
Interest expense (86,992) (238,621) (11,095) (35,493)
Other income, net 23,621 85,772 75,885 224,477
Foreign currency - (75,200) - -
TOTAL OTHER
INCOME (EXPENSE) (63,371) (228,049) 64,790 188,984
INCOME (LOSS) BEFORE
INCOME TAXES (493,389) (578,889) 168,938 476,488
PROVISION FOR (BENEFIT
FROM) INCOME TAXES (196,500) (229,000) 69,500 195,600
NET INCOME (LOSS) $(296,889) $(349,889) $ 99,438 $ 280,888
EARNING PER SHARE
Net Income:
Basic $ (0.14) $ (0.16) $ 0.05 $ 0.13
Diluted $ N/A N/A $ 0.05 $ 0.13
-4-
GODDARD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE NINE MONTHS ENDED
June 30, 2001 July 1, 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(349,889) $280,888
Adjustments to reconcile net income to
net cash provided by operating activities:
Gain on disposal of assets (3,798) -
Depreciation and amortization 295,701 184,572
Deferred income taxes (110,157) 1,700
Changes in assets and liabilities:
Accounts Receivable (187,109) (63,510)
Refundable taxes on income (140,000) 40,442
Inventories 308,143 (258,280)
Prepaid expenses and other (21,866) 3,718
Accounts payable 200,454 48,262
Accrued expenses (90,934) (117,596)
Income taxes payable 21,247 -
Deferred compensation (18,386) (22,360)
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (96,594) 97,836
CASH FLOWS FROM INVESTING ACTIVITIES:
Deferred charges 92,227 (29,374)
Property, plant and equipment additions (64,517) (106,272)
Proceeds from sale of equipment 15,752 -
Investment in net assets of subsidiary
net of cash (4,109,380) -
NET CASH USED IN INVESTING ACTIVITIES (4,065,918) (135,646)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long term debt 3,673,800 -
Repayments of long term debt (245,361) (79,572)
Financing Fees Deferred (58,422) -
Issuance of common stock 10,273 2,714
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 3,380,290 (76,858)
EFFECT OF EXCHANGE RATE CHANGES ON CASH (1,815) -
NET INCREASE (DECREASE) IN CASH (784,037) (114,668)
CASH AND EQUIVALENTS - BEGINNING 1,630,711 1,773,389
CASH AND EQUIVALENTS - ENDING $ 846,674 $1,658,721
-5-
Supplemental Disclosures of Cash Flow Information
CASH PAID DURING THE PERIOD:
Interest $ 234,599 $ 35,493
Income taxes $ 0 $165,000
-6-
GODDARD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
June 30, 2001
(UNAUDITED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Reference is made to the financial statements included in the Annual Report
for the year ended September 30, 2000 for a summary of significant
accounting policies and other disclosures.
Revenue Recognition:
The Company recognizes revenue when goods are shipped from its
facilities. Title passes when goods are shipped, or in rare instances,
on different terms specifically negotiated by a customer.
Foreign Currency Translation:
The assets and liabilities of foreign subsidiaries are translated into U.S.
dollars at the rates of exchange in effect at the balance sheet dates, and
revenues and expenses are translated at the average rates for the year.
Adjustments resulting from these translations are included in Accumulated
other comprehensive income.
Amortization of Deferred Finance Fees:
Deferred finance fees are being amortized on the straight-line method
over the five to ten year lives of the related debt.
Amortization of Goodwill:
Goodwill, which represents the excess of the purchase price over the fair
value of assets purchased, together with transaction costs associated
with the acquisition, is being amortized on a straight line basis over
thirty years.
Derivatives:
Effective October 1, 2000, the Company adopted SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities. SFAS No. 133 requires
the Company to record all derivatives on the balance sheet at fair value.
The Company generally does not have any derivative instruments and
generally does not engage in any hedging activities. Consequently, the
adoption of SFAS No. 133 does not have a material impact on the
Company.
-7-
Recent Accounting Pronouncements:
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) No. 141, "Business Combinations" and
SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires
that all business combinations initiated after June 30, 2001 be accounted
for under the purchase method, and addresses the initial recognition and
measurement of goodwill and other intangible assets acquired in a business
combination. SFAS No. 142 addresses the initial recognition and measurement
of intangible assets acquired outside of a business combination and the
accounting for goodwill and other intangible assets subsequent to
acquisition. SFAS No. 142 provides that intangible assets with finite
useful lives be amortized and that goodwill and intangible assets with
indefinite lives will not be amortized, but will rather be tested at least
annually for impairment. The Company is required to adopt SFAS Nos. 141 and
142 no later than the year beginning September 29, 2002. Upon adoption of
SFAS Nos. 141 and 142 the Company will stop amortization of goodwill that
resulted from business combinations completed prior to the adoption of SFAS
No. 141. The Company currently has more than $2 million of goodwill on its
balance sheet and management is in the process of evaluating the impact of
adopting these standards.
NOTE 2. BASIS OF PRESENTATION:
The accompanying financial statements include the accounts of Goddard
Industries, Inc. (Industries), its wholly-owned subsidiaries, Goddard
Valve Corporation (Goddard Valve), Goddard Management Corporation
(Management) and Mack Valves Pty Ltd (Mack), acquired on November 1,
2000 (collectively, Company). The results of Mack operations are reported
for the period beginning with the date of its acquisition on November 1,
2000. All material intercompany transactions have been eliminated.
The information shown in the consolidated financial statements reflects
all adjustments that are, in the opinion of management, necessary for a
fair presentation of the results for the interim period.
NOTE 3. INVENTORIES:
Consolidated inventories are comprised of:
June 30, September 30,
2001 2000
Finished goods $ 1,805,837 $1,811,356
Work in process 508,539 21,329
Raw materials 324,583 213,791
$2,638,959 $2,046,476
-8-
NOTE 4. LONG-TERM DEBT:
At June 30, 2001 Long-term debt consisted of the following:
LONG-TERM CURRENT
Note payable, Fleet National Bank, due in monthly
installments of approximately $17,000 plus interest at the
bank's prime rate plus 0.50% through
October, 2005. - $ $866,666
Revolving line of credit, Fleet National Bank, bearing
interest at the bank's prime rate plus 0.25%,
due in February 2003. - 1,100,000
Note payable, National Australia Bank, due in
quarterly installments of approximately A$71,000
($36,000) including interest at 8.85% through
November 2005 (Denominated in AUD). 451,599 108,794
Revolving line of credit, National Australia Bank,
current rate of 6.5%, through October 2005.
Commencing November 1, 2005 quarterly payments
of principal plus interest in amounts sufficient
to amortize the then outstanding balance by
October 31, 2010. Interest may not exceed 9.55%
for the life of the loan.
(Denominated in AUD). 918,000 -
Capital lease obligations for machinery and
automobiles. (Denominated in AUD). 37,420 24,997
$ 1,407,019 $2,100,457
All of the above bank debt is secured by substantially all assets of the
Company. The Company is not in compliance with certain financial covenants of
its loans with Fleet National Bank, and accordingly the Company has reclassified
this debt as current. The bank is aware of this non-compliance and has taken no
action at this time.
During the period ended June 30, 2001, in a non-cash transaction, the Company
acquired fixed assets under a capital lease totaling A$83,000 ($42,000).
-9-
NOTE 5. INCOME TAXES:
The tax effects of the principal temporary differences giving rise to
the net current and non-current deferred tax assets are as follows:
June 30, September 30,
2001 2000
Deferred tax asset
Deferred compensation $ 207,000 $ 207,000
Capital loss carry-forward 167,700 167,700
Inventory valuation 128,000 51,200
Accrued salaries and long service leave 108,500 7,500
Bad debts 8,100 8,100
Loss on foreign currency 18,000 18,000
637,300 459,500
Depreciation 58,800 102,800
$ 578,500 $ 356,700
Less valuation allowance (167,700) (167,700)
$ 410,800 $ 189,000
Management has established a valuation allowance against the deferred tax
asset attributable to the capital loss carry-forward.
NOTE 6. 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.
NOTE 7. EARNING PER SHARE:
The following data show the amounts used in computing earnings per share
(EPS) from continuing operations and the effects on income and the
weighted average number of shares of dilutive potential common stock.
Nine Months ended June 30,2001
(Loss) Common Shares EPS
Basic EPS:
Income (loss) available to common
shareholders $(349,889) 2,154,410 $(0.16)
-10-
Three Months ended June 30,2001
(Loss) Common Shares EPS
Basic EPS:
Income (loss) available to common
shareholders $(296,889) 2,160,684 $(0.14)
Diluted EPS are not applicable for a period in which a loss is reported.
Nine Months ended July 1, 2000
Income Common Shares EPS
Basic EPS:
Income available to common
shareholders $280,888 2,132,667 $0.13
Dilutive effect of potential common
stock:
Stock options - 12,576
Diluted EPS:
Income available to common
shareholders after assuming
exercise of dilutive securities $280,888 2,145,243 $0.13
Three months ended July 1, 2000
Income Common Shares EPS
Basic EPS:
Income available to common
shareholders $ 99,438 2,133,532 $0.05
Dilutive effect of potential common
stock:
Stock options - 13,286
Diluted EPS:
Income available to common
shareholders after assuming
exercise of dilutive securities $ 99,438 2,146,818 $0.05
-11-
NOTE 8. ACQUIRED BUSINESS:
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 $3,614,900. 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 $1,359,500. The excess of purchase price plus transaction costs
over the fair value of the assets acquired (Goodwill) was approximately
$2,772,600 and is being amortized on a straight-line basis over 30 years. In
addition, contingent consideration of approximately A$800,000 ($420,000) in
cash and A$423,000 ($222,000) 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.
Note 9. FOREIGN CURRENCY TRANSACTION:
In connection with the transaction described in Note 8, the company
entered into a foreign currency exchange contract to acquire A$4,000,000,
to fix the amount of its future investment in US dollars. Losses resulting
from currency fluctuations approximated $75,000 (pre-tax) during the nine
months ended June 30, 2001, all of which were incurred during the first
three months of the year, 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 recognized in current earnings.
NOTE 10. SEGMENT INFORMATION:
The company conducts operations through business segments established along
geographic lines: Western Hemisphere, which is represented by Goddard Valve,
and Asia/Pacific, represented by Mack. Certain expenses that are related to
corporate activities, and unrelated to business segment activities, are
separately stated. Summarized segment financial information for the nine
months ended June 30, 2001 is as follows:
Western
Corporate Hemisphere Asia/Pacific Total
(five months)
Sales to external
Customers - $2,821,000 $2,567,000 $5,388,000
Operating profit(loss) $(156,000) (387,000) 192,000 (351,000)
Long-lived assets - 1,226,000 584,000 1,810,000
Total assets $543,000 $5,017,000 $4,280,000 $9,840,000
For the nine months ended July 1, 2000 the company conducted its operations
through only one segment.
-12-
PART I - FINANCIAL INFORMATION
Item 2 - MANAGEMENT DISCUSSION AND ANALYSIS
COMPANY STRATEGY AND EXPANSION PLANS
Two years ago, the Company's Board of Directors approved a strategic growth plan
that focuses the Company's resources on its strengths in valve technology and
manufacturing, particularly in cryogenic valves. That plan calls for investment
in product lines and businesses which would expand the Company's position in
cryogenic and industrial valve markets throughout the world, and disposition of
all non-manufacturing assets.
As the first step in this process, the Company sold its plumbing supplies
distribution business (Webstone Company, Inc.). At the same time, the Company
began to actively seek acquisition candidates that fit its new strategy. The
first step was completed on November 1, 2000 with the acquisition of
substantially all the assets of Mack Valves Pty Ltd (Mack) of Melbourne,
Australia, for a price of approximately $3,614,900. In its last full year of
operations prior to the acquisition, the revenues of Mack were approximately
$4,407,000. (Details of the transaction can be found in Note 8 to the financial
statements.)
As the next step in the expansion process, in May of this year the Company
established a branch office in Oxford, England. The mission of this branch is
to seek out, acquire, and manage a European base of operations and establish
sales channels for Goddard Valve Corporation's cryogenic products and Mack's
water and industrial products in Europe. The Company believes that it now has
the foundation for global expansion, with representation in each of the three
major markets of the world - Western Hemisphere, Asia/Pacific, and Europe and
the Middle East. It expects to continue the expansion through a combination of
acquisitions and internal development, although there is no guaranty that it
will be able to carry out the expansion as planned.
Consolidated results for the nine months reported herein include only eight
months of Mack's performance, whereas the results include a full nine months of
Goddard Valve Corporation (Goddard Valve), the Company's US subsidiary. Results
for the third quarter of this year include three months of both Mack and Goddard
Valve. The results of last year's third quarter and nine months contain only the
results of Goddard Valve, since Mack had not yet been acquired.
-13-
RESULTS OF OPERATIONS
Three Months Ended June 30, 2001
Net sales for the third quarter ended June 30, 2001 were $1,998,000 with a net
loss of $297,000 or basic loss per share of $.14 compared with net sales of
$975,000 and net income of $99,000, or basic earnings per share
of $.05 for the same period last year.
The loss in this quarter included a charge against inventory at the Company's
Goddard Valve subsidiary of $390,000 or $.18 per share, which was made up of
$198,000 of adjustments related to cost of goods and $192,000 of reserves
against slow moving inventories. Adjustments to cost of goods were comprised of
$60,000 of under-absorbed overhead and $138,000 increased costs of materials and
labor. Management is making a concerted effort to improve its internal reporting
systems and reporting accuracy. As a result of a careful examination of existing
quantities of material against usage rate, the Company established a reserve of
$192,000 for slow moving inventories. Based upon currently available
information, the reserve is management's best estimate of that part of the
inventory which is unlikely to turn over in the foreseeable future.
Consolidated new orders received in the three months ended June 30, 2001
were 92% higher than for the same period last year. This increase was the
result of an increase of new orders at Goddard Valve of 2% over last year
with the remainder resulting from the addition of new orders at Mack.
The above increase at Goddard Valve is the third consecutive quarter in which
its new orders have improved over the previous quarter; new orders in the third
quarter increased 7% over the second quarter of this fiscal year, 34% over the
first quarter of this fiscal year, and 47% over the fourth quarter of the last
fiscal year.
At June 30, 2001 the backlog of orders was 118% higher than at the end of
last year's third quarter, reflecting the addition of Mack's backlog
as well as an 18% improvement in the backlog at Goddard Valve.
For the third quarter, Income from Operations went from a $104,000 profit last
year to a loss of $430,000 this year. The difference of $534,000 is the net
effect of a positive contribution from Mack of $4,000 after goodwill
amortization of $15,000, a year to year decline at Goddard Valve of $464,000,
and corporate expenses of $78,000. The substantial Goddard Valve differential
was made up principally of the previously mentioned $390,000 cost of goods
issues, and $76,000 of higher sales and R & D costs.
Consolidated Other Expense for the quarter was $63,000 compared with Other
Income of $65,000 during the same period last year. The resulting year to
year change of $128,000 was principally the result of $71,000 of higher
interest expense principally associated with loans incurred for the acquisition
of Mack, $32,000 lower interest income and $33,000 of income received last
year under a management agreement with another company which was no longer
in effect this year.
-14-
Nine Months Ended June 30, 2001
Net sales for the nine months ended June 30, 2001 were $5,388,000 with a net
loss of $350,000 or basic loss per share of $.16 compared with net sales of
$2,962,000 and net income of $281,000, or basic earnings per share
of $.13 for the same period last year.
The loss in the first nine months of this fiscal year includes the $390,000
charge against inventory at the Company's Goddard Valve subsidiary described
above.
Consolidated new orders received in the nine months ended June 30, 2001
were 72% higher than for the same period last year. This increase was the
result of the addition of new orders at Mack, partially offset by a decrease in
new orders at Goddard Valve of 7% from last year's nine month period.
For the nine months, Income from Operations went from a $288,000 profit to a
loss of $351,000. The difference of $639,000 is the net effect of a positive
contribution from Mack of $192,000 after goodwill amortization of $52,000,
reduced by the year to year decline at Goddard Valve of $675,000, and combined
corporate and Goddard - Europe expenses of $156,000. The substantial Goddard
Valve differential was made up principally of the $390,000 cost of goods
issues, $145,000 of higher sales and R & D costs and the remainder due to lower
nine months revenues.
Consolidated Other Expense for the nine months was $228,000 compared with Other
Income of $189,000 during the same period last year. The resulting year to
year change of $417,000 was principally the result of $203,000 of higher
interest expense principally associated with loans incurred for the acquisition
of Mack, $53,000 lower interest income, $97,000 of income received last
year under a management agreement with another company which was no longer
in effect this year, and a $74,000 loss on a foreign exchange contract which was
entered into to protect the US dollar value of the Mack acquisition.
LIQUIDITY AND CAPITAL RESOURCES
The acquisition of Mack was financed through secured credit facilities amounting
to approximately $3,668,100 furnished by Fleet National Bank and National
Australia Bank Limited. At June 30, 2001, long term debt equaled $1,407,000. At
June 30, 2001, the Company had cash and cash equivalents of $847,000 and
Working capital of $2,165,000. At June 30, 2001, the $1,767,000 long term debt
held by Fleet National has been reclassified as current debt as a result of the
Company not being in compliance with covenants associated with that debt. The
bank is aware of this non-compliance and has taken no action at this time.
Management believes that as long as the Fleet facilities remain available, cash
and cash equivalents from operations will be sufficient to handle the normal
working capital and debt service requirements of the current business on both a
short-term and a long-term basis. Inasmuch as the Company's strategic plans
-15-
include expansion through acquisition, Management expects that it will be
required to obtain additional funds through debt or equity financing. The
Company's failure to raise sufficient additional funds could materially inhibit
its plans for expansion through acquisitions. In addition, if the Fleet
facilities cease to be available, this will have a material adverse effect on
the Company's financial resources, and the Company would have to seek alternate
financing. There is no guarantee that the Company would succeed either in
replacing the Fleet facilities or in obtaining additional financing for
expansion under terms acceptable to the Company, or at all.
FORWARD LOOKING INFORMATION
Information in this report 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",
"is a promising sign", or other comparable terminology, and include statements
about the Company's strategic growth plan, intentions to grow both through
acquisitions and internal development, inventory reserve levels, and future
financing plans. 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 that 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, difficulties in obtaining
financing, the failure to adequately integrate the operations of new
acquisitions, 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.
-16-
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
(11) Statement Re: Computation of Per
Share Earnings. The information
set forth in Note 7 to the
Financial Statements found in PART
I hereof is hereby incorporated.
(b) The Company did not file any reports on Form 8-K
during the quarter ended June 30, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused the Report to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated as of August 17, 2001
GODDARD INDUSTRIES, INC.
By:/s/Salvatore J. Vinciguerra
-----------------------------------
Salvatore J. Vinciguerra
President,
Chief Executive Officer and
Chief Financial Officer
-17-