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) January 31, 2003
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)
(508) 852-2436
.. . . . . . . . . . . . . . . . . . . . . . . . . . .
Registrant's telephone number, including area code
. . . . . . . . . . . . . . . . . . . . . . . . . .
(Former Name or Former Address, If Changed Since Last Report)
The undersigned Registrant hereby amends its Current Report on Form 8-K filed on
February 3, 2003 as follows:
Item 7. Financial Statements and Exhibits
(a) Financial Statements.
Unaudited Pro Forma Consolidating Balance Sheets as of
September 28, 2002.
Unaudited Pro Forma Consolidating Statements of Operations for periods
ended September 28, 2002 and December 28, 2002.
(b) Exhibits.
Exhibit No. Description of Exhibit
1 Form of Asset Purchase Agreement, dated January 31, 2003 *
* Previously filed by Registrant as part of the initial filing of this
Current Report on form 8-K.
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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: April 7, 2003 By: /s/ Salvatore J. Vinciguerra
Salvatore J. Vinciguerra, President
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Pro Forma Financial Information
On January 31, 2003, Goddard Industries, Inc. (the "Registrant") sold
substantially all of the assets of one of its subsidiaries, Goddard Valve
Corporation ("Goddard Valve"), to Engineered Controls International, Inc.
("ECII"), a Delaware corporation pursuant to an Asset Purchase Agreement,
dated as of January 31, 2003, among ECII, Goddard Valve and Registrant (the
"Asset Purchase Agreement"). Of the total purchase price of approximately
$3,900,000, $3,200,000 was paid in cash at the closing and approximately
$500,000 was paid on April 1, 2003. Up to an additional $200,000 is payable
upon collection of transferred accounts receivable. The assets disposed of by
Registrant included Goddard Valve's machinery & equipment, office equipment,
inventory, accounts receivable, intellectual property and proprietary
information, including rights to the use of the names "Goddard" and "Goddard
Valve Corporation." Registrant is restricted from competing with ECII in
certain geographical areas for certain cryogenic valve types. In addition,
Registrant must discontinue its use of the name "Goddard Industries, Inc." The
purchase price was determined as the result of arms' length negotiations between
unrelated parties. In conjunction with the sale, Registrant has been providing
certain short term transitional services to ECII.
The Goddard Valve business that was sold by Registrant to ECII designs,
manufactures and sells cryogenic valves that are used primarily by the
industrial gas industries, including atmospheric gases, LNG, liquid hydrogen
and specialty gases used in semiconductor manufacture. After the sale of the
business of Goddard Valve, Registrant will continue to own and operate its
other subsidiary, Mack Valves Pty Ltd, located in Melbourne, Australia. Mack
Valves Pty Ltd manufactures a range of industrial valves for specialized areas
of industry, including water, steam, fire service and other valves used
extensively in clean water, fire prevention, mining and other industrial
applications, as well as a range of cryogenic valves.
The terms of the transaction are more fully described in the Asset Purchase
Agreement that was filed as an exhibit within the initial filing of this Current
Report on form 8-K.
In conjunction with the sale of the Goddard Valve business, Registrant has
offered for sale the building and property which formerly housed Goddard Valve.
Registrant has received bids to purchase the building and property, and expects
to complete the sale within this fiscal year.
The pro forma exhibits reflect the following events and assumptions:
1) Unaudited condensed consolidating pro forma balance sheet as of September
28, 2002 that reflects:
A. Sale of Goddard Valve assets to ECII.
B. Retirement of Goddard Valve bank debt and financing fees.
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C. Pro forma retirement of bank debt and financing fees of subsidiary,
Mack Valves Pty Ltd.
D. Pro forma payoff of Goddard Valve's creditors.
E. Pro forma payment of severance to Goddard Valve employees.
F. Pro forma sale of Goddard Valve building and property, at net
book value.
G. Adjustment of income tax provision.
2) Unaudited condensed consolidating pro forma statements of operations for
periods ended September 28, 2002 and December 28, 2002 that reflect the
following assumptions:
A. Activities associated with Goddard Valve have been eliminated as if the
above transactions took place on September 30, 2001, including approximately
$111,000 and $28,000 of expenses for depreciation, utilities, insurance and real
estate taxes associated with the building formerly occupied by Goddard Valve,
for fiscal year 2002 and the most recent quarter ended December 28, 2002,
respectively. Estimates for continuing operations include additional expense
for rented space, as noted in item "C" below.
B. Reduction of interest payments associated with retirement of debt.
C. Estimated net reduction of expense that results from disposing of the
building formerly occupied by Goddard Valve, and instead, renting office space.
D. Adjustment of income tax provision.
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GODDARD INDUSTRIES, INC. AND SUBSIDIARIES
Unaudited Condensed Pro Forma Balance Sheet
December 28, 2002
Pro Forma
adjustments
Historical for sale of
as at Goddard Valve Pro Forma as at
December 28, 2002 Corporation December 28, 2002
ASSETS
Current assets:
Cash and cash equivalents $ 137,089 A $ 3,735,606 $ 387,554
B (1,544,001)
C (1,458,875)
D ( 377,482)
E ( 407,887)
F 303,104
Cash restricted 250,000 B ( 250,000) -
Accounts receivable,
net of allowances 1,045,957 A ( 447,264) 598,693
Inventories 2,288,204 A (1,467,877) 820,327
Refundable taxes on income 427,753 G ( 46,000) 381,753
Prepaid expense and taxes 74,919 - 74,919
Deferred income taxes 279,337 G ( 166,951) 112,386
Total current assets 4,503,259 (2,127,627) 2,375,632
Net property, plant and 1,498,835 A ( 625,018) 570,713
equipment F ( 303,104)
Other assets:
Deferred charges 12,291 - 12,291
Deferred income taxes 149,592 F 41,151 190,743
Investment 250,000 - 250,000
Deferred financing charges 169,679 B ( 137,292) -
D ( 32,387)
Intangible assets 112,908 A ( 112,908) -
Goodwill 2,388,074 - 2,388,074
Total other assets 3,082,544 ( 241,436) 2,841,108
TOTAL ASSETS $9,084,638 $(3,297,185) $5,787,453
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of
long-term debt 1,492,088 B ( 15,000) 18,213
C (1,458,875)
Accounts payable 494,724 D ( 160,787) 333,937
Accrued expenses 459,998 D ( 216,695) 243,303
Deferred compensation 68,988 - 68,988
Total current liabilities 2,515,798 (1,851,357) 664,441
Long-term debt 1,779,001 B (1,779,001) -
Deferred compensation 352,787 - 352,787
Total long-term debt 2,131,788 (1,779,001) 352,787
Shareholders' equity 4,437,052 333,173 4,770,225
TOTAL LIABILITIES
AND SHAREHOLDERS' EQUITY $9,084,638 $(3,297,185) $5,787,453
A Record sale of Goddard Valve operating assets.
B Retire Goddard Valve bank debt and financing fees.
C Pro forma retirement of bank debt and financing fees of Mack Valves Pty Ltd.
D Pro forma payoff of Goddard Valve's creditors.
E Pro forma payment of severance to Goddard Valve employees.
F Pro forma sale of Goddard Valve building and property at net book value.
G Adjust income tax provision.
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GODDARD INDUSTRIES, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Statement of Operations
(Unaudited)
Pro Forma
adjustments Pro Forma
For the Three for sale of For the Three
Months Ended Goddard Valve Months Ended
December 28, 2002 Corporation December 28, 2002
Net Sales $1,624,805 A $( 791,150) $ 833,655
Cost of sales 1,067,909 A ( 567,506) 500,403
Gross profit 556,896 ( 223,644) 333,252
Selling and administrative
expenses 654,553 A ( 235,476) 407,155
C ( 11,922)
Income (Loss) from operations ( 97,657) 23,754 ( 73,903)
Other income (expense):
Interest expense ( 65,777) A 3,604 ( 8,913)
B 53,260
Other income, net 7,075 A ( 1,858) 5,217
Foreign exchange ( 864) - ( 864)
Total other income (expense) ( 59,566) 55,006 ( 4,560)
Income (loss) before taxes ( 157,223) 78,760 ( 78,463)
Income taxes ( 63,499) D 27,100 ( 36,399)
Net income (loss) $( 93,724) $ 51,660 $( 42,064)
EARNINGS (LOSS) PER SHARE:
Net Income (loss):
Basic $(0.04) $ 0.02 ($0.02)
Diluted N/A N/A N/A
A Record elimination of net revenue and expenses associated with activities of
Goddard Valve.
B Record pro forma reduction of interest payments on bank debt.
C Record net reduction of expense resulting from disposal of building.
D Adjust income tax provision.
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GODDARD INDUSTRIES, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidating Statement of Operations
(Unaudited)
Pro Forma
adjustments
for sale of Pro Forma
For the Year Ended Goddard Valve For the Year Ended
September 28, 2002 Corporation September 28, 2002
Sales $6,435,781 A $(3,217,059) $3,218,722
Cost of sales 4,284,836 A (2,357,411) 1,927,425
Gross profit 2,150,945 ( 859,648) 1,291,297
Selling and
Administrative expenses 2,848,316 A (1,028,722) 1,771,914
C ( 47,680)
Operating profit (loss) ( 697,371) 216,754 ( 480,617)
Other income (expense):
Interest expense ( 259,045) A 10,510 ( 32,682)
B 215,853
Other income 30,170 A ( 1,704) 28,466
Foreign exchange ( 21,544) A 12,441 ( 9,103)
Total other income (expense) ( 250,419) 237,100 ( 13,319)
Income (loss) from operations
before income taxes ( 947,790) 453,854 ( 493,936)
Income taxes ( 407,436) D 144,900 ( 262,536)
Net income (loss) $( 540,354) $ 308,954 ( 231,400)
EARNINGS (LOSS) PER SHARE:
Net income (loss):
Basic $ (0.22) $ 0.13 $ (0.09)
Diluted N/A N/A N/A
A Record elimination of net revenue and expenses associated with activities of
Goddard Valve.
B Record pro forma reduction of interest payments on bank debt.
C Record net reduction of expense resulting from disposal of building.
D Adjust income tax provision.
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