SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 28, 2003
Goddard Industries, Inc.
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..
(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)
Item 5. Other Events
REASON FOR FILING OF FORM 8-K
On February 3, 2003, subsequent to the filing of its Form 10-K for the
fiscal year ended September 28, 2002, Goddard Industries, Inc. (the
"Company") filed a Form 8-K with the Securities and Exchange Commission (the
"Commission") reporting the sale of its Goddard Valve business on January 31,
2003. On April 7, 2003, it filed a Form 8-K/A containing Unaudited Pro Forma
Consolidating Balance Sheets as of September 28, 2002 and Unaudited Pro Forma
Consolidating Statements of Operations for periods ended September 28, 2002
and December 28, 2002 to reflect the disposition of the Goddard Valve
business.
On June 23, 2003, the Company filed Schedules 14A and 13E-3 describing
a proposal to effectuate a 500:1 reverse stock split and then terminate the
registration of its Common Stock under the Securities Exchange Act.
In response to the request of the Commission, the Company is filing
this Form 8-K to provide a description of the Company's business, a
Management's Discussion and Analysis of Financial Condition and Results of
Operations, and audited financial statements of the Company as of September
30, 2002 and for the two years then ended, reflecting Goddard Valve as a
discontinued business as of the first day of that period, in addition to the
unaudited proforma financial statements previously filed, in order to assist
stockholders in evaluating the continuing business and the proposal for the
reverse stock split.
INDEX
Business Description (See pages 3 and 4 hereof)
Management Discussion and Analysis (See pages 5 through 9 hereof)
Financial Statements.
1. Report of Greenberg, Rosenblatt, Kull &
Bitsoli, P.C. dated August 25, 2003. (See
page 10 hereof.)
2. Report of McBain & Co. Audit & Assurance Services,
dated August 23, 2003, and consent. (See pages 11
and 12 hereof.)
3. Consolidated Balance Sheet as of September 28,
2002 (See pages 13 and 14 hereof.)
4. Consolidated Statement of Operations for the fifty-
two weeks ended September 28, 2002 and September 29,
2001. (See pages 15 and 16 hereof.)
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5. Consolidated Statements of Stockholders' Equity
for the fifty-two weeks ended September 28,
2002 and September 29, 2001 (See page 17 hereof.)
6. Consolidated Statements of Cash Flows for the
for the fifty-two weeks ended September 28,
2002 and September 29, 2001 (See pages 18 and 19 hereof.)
7. Notes to the Consolidated Financial
Statements. (See pages 20-35 hereof.)
BUSINESS DESCRIPTION
Background
Goddard Industries, Inc. (which together with its wholly owned subsidiaries
is hereinafter referred to as the "Company") is engaged primarily in the
design, manufacture, sale, and distribution 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.
On January 31, 2003 the Company sold substantially all of the assets of its
Goddard Valve Corporation (the name of which was subsequently changed to Mack
Valve Corporation and is referred to herein as "Mack-USA") business. On June
18, 2003, the Company sold all of the real estate located in Worcester, MA
used in the operation of that Goddard Valve business.
Description of Continuing Operations
Products are designed, manufactured, and sold by the Company's subsidiary
Mack Valves Pty Ltd ("Mack Valves") which is located in Melbourne, Australia,
and has sales offices in Queensland, New South Wales, South Australia, and
sales representatives throughout Asia. Mack Valves produces a range of
cryogenic valves, a range of safety and relief valves, and a range of water,
steam, fire service and industrial valves. The Mack Automatic Control Valve
and supporting valve products are used extensively in clean water, fire
prevention, mining and other industrial applications. The cryogenic valve
line produced at Mack Valves consists of bronze ball, globe, safety, relief,
and diverter valves. The Company 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. Mack Valves was acquired by the
Company on November 1, 2000. See Note 1 to the financial statements for
further information on the acquisition of Mack Valves.
Discontinued Operations
The Company's discontinued Goddard Valve business designs, manufactures and
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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. The principal markets for Goddard Valve's cryogenic products
historically have been industrial gas producers 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 directly in the United States, through Mack
Valves Pty Ltd in Australia and Southeast Asia, and through independent sales
representatives in the rest of the world.
Sources of Supply.
Raw materials for Mack Valves consist of stainless steel, aluminum, bronze
and cast iron castings and bar stock, all of 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.
In the fiscal years ended September 28, 2002 and September 29, 2001 no single
customer accounted for more than 5% of revenues of the continuing operations.
Backlog.
The dollar amount of the Company's backlog of orders for its continuing
operations which were believed to be firm at September 28, 2002 was $344,000,
up 14.9% over a year earlier.
Competition.
Mack Valves has many competitors for water and industrial valves throughout
the world. There are no dominant competitors in any of its lines of business
in its marketing areas.
Research and Development.
During fiscal year 2002 the Company spent approximately $57,000, or 1.7% of
sales from continuing operations, on all engineering projects, including
Company-sponsored research and development of proprietary valves. Two
employees of the Company work full or part time on these projects. R & D
expenditures were made on new products and refreshment of existing products.
During fiscal year 2001, the Company spent $49,000 or 1.4% of sales from
continuing operations for research and development.
Employees.
As of December 20, 2002, the Company had a total of 88 full-time employees of
whom 71 were involved in its continuing operations.
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MANAGEMENT DISCUSSION AND ANALYSIS
This Management's Discussion and Analysis of Financial Condition and Results
of Operations is based upon the restated financial statements included in
this Form 8-K, which have been restated to treat the Company's Goddard Valve
business as discontinued operations as of October 1, 2000, the first day of
the period of such statements. Except as set forth below under Note 16 -
Subsequent Events (Sale of Assets of Goddard Valve Corporation)
these restated financial statements do not reflect the financial impact of
the Company's sale of the Goddard Valve business and related real estate
located in Worcester, MA subsequent to September 28, 2002.
Results of Operations - Fiscal Year 2002 Compared to Fiscal Year 2001
Net sales from continuing operations for the fiscal year ended September 28,
2002 were $3,219,000 with a
net loss from continuing operations of $311,000, or $0.13 basic loss per
share, compared with net sales from continuing operations of $3,577,000 with
a net loss from continuing operations of $173,000, or $0.08 basic loss per
share, for the prior year. The 10% reduction in year to year sales reflects
the decline in capital spending for capital equipment in the industrial gas
industry specifically, as well as the general decline in process industries
worldwide.
The increase in loss from continuing operations of $242,000 between FY2001
and FY2002 was the result of a decline in gross margin of $177,000 following
the decline in revenues, and an increase of $66,000 of selling general and
administrative costs. The gross margin decrease of $177,000, was made up of
$148,000 from lower sales, and $29,000 from an increase in cost of goods.
The higher cost of goods is principally attributable to under absorption of
overhead at lower volume. Actions have been taken at Mack Valves to reduce
expenses commensurate with lower sales, including elimination of redundancies
and the closure of the Malaysian sales office where sales have been
substantially affected by the economic slowdown in Southeast Asia.
The loss from discontinued operations for the twelve months ended September
28, 2002 was $230,000 or $.09 basic loss per share, compared with $297,000 or
$.14 basic loss per share for the twelve months ended September 29, 2001. The
losses from discontinued operations for both years were the result of normal
operations of the business.
Orders received during FY2002 for the continuing business were 5% lower than
the previous year. As reported above, these declines reflect the decline in
capital spending in the industrial gas business specifically, as well as the
general decline in process industries worldwide. For the fourth consecutive
year, worldwide construction of air separation plants has declined, following
the aggressive expansion in capacity in the industry in the period preceding
1998. Similarly, construction of new transport trailers and storage tanks has
also remained flat or declined, as the major air separation companies opt to
refurbish rather than replace. Approximately 20% of Mack Valves sales are to
the industrial gas industry. The remaining 80% are dependent upon capital
spending in the clean water sector and industrial process market, both of
which have slowed down as a result of depressed economies in Australia and
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Southeast Asia. While the Company hopes for a return to more robust global
growth, it cannot predict when that will occur.
In an effort to reduce expenses to be in line with lower volumes, the Company
has taken a series of actions throughout the year. In October, 2001,
management salaries in the USA were reduced by 10%. In May, 2002, the Company
instituted a program of substituting stock options for a portion of salary
for certain senior members of the management team; substituting stock options
for cash fees for directors of the Company; reducing professional fees
associated with being a public company; and further reductions of
administrative functions within the Company.
Critical Accounting Policies
The Company's significant accounting policies are more fully described in
Note 2 to the financial statements. However, certain accounting policies are
particularly important to the portrayal of the Company's financial position
and results of operations and require the application of significant judgment
by management; as a result, they are subject to an inherent degree of
uncertainty. In applying these policies, management makes estimates and
judgments that affect the reported amounts of assets, liabilities, revenues
and expenses and related disclosures. Those estimates and judgments are based
upon historical experience, the terms of existing contracts, observation of
trends in the industry, information obtained from customers and outside
sources, and various other assumptions that are believed to be reasonable and
appropriate under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. The most significant
accounting policies include:
Deferred Tax Assets: Deferred tax assets arise from temporary differences
between recognition of certain expenses for financial reporting and income
tax purposes. Valuation allowances are established when realization of these
tax assets becomes doubtful. Periodically management reviews the components
of the deferred tax assets and records allowances based upon the nature of
the item giving rise to them, economic conditions, and management's plans
related to realization of the deferred tax assets.
Goodwill: Goodwill, created in connection with the acquisition of Mack Valves
on November 1, 2000, is stated at cost. Amortization is computed over an
estimated useful life of thirty years. In connection with periodic reviews
of this useful life, we consider changes in the economic environment,
technological advances, and management's assessment of future revenue
potential.
Asset Impairment: In accordance with SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of",
long-lived assets to be held and used by the Company are reviewed to
determine whether any events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable. For long-lived assets
to be held and used, the Company bases its evaluation on such impairment
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indicators as the nature of the assets, the future economic benefits of the
assets, any historical or future profitability measurements, and other
external market conditions or factors that may be present. If such
impairment indicators are present or other factors exist that indicate that
the carrying amount of the asset may not be recoverable, the Company
determines whether an impairment has occurred through the use of an
undiscounted cash flow analysis of assets at the lowest level for which
identifiable cash flows exist. If impairment has occurred, the Company
recognizes a loss for the difference between the carrying amount and the
estimated fair value of the asset. The fair value of the asset is measured
using an estimate of discounted cash flow analysis. Management has carried
out the appropriate cash flow analysis and determined that there is no
impairment of assets.
Liquidity and Capital Resources
On April 16, 2002, Mack Valves renewed its agreement with National Australia
Bank Limited (NAB) under substantially the same terms as its previous
agreement, but with slightly higher interest rates and a financial covenant
added.
At September 28, 2002, debt associated with continuing operations equaled
$1,466,000, all of which was held by NAB, and all of which is classified as
current because at June 28, 2003, Mack Valves had not met its debt service
coverage covenant with NAB. The Company and NAB are currently discussing
ways of resolving this issue, which may involve a pay-down of some portion of
the NAB debt.
At September 28, 2002, cash and cash equivalents were $301,000 and working
capital was $440,000.
Long term debt which was outstanding at September 28, 2002 which pertains to
now discontinued operations was $1,724,000, all of which was held by Commerce
Bank and Trust Company ("CBT"). On March 22, 2002, the Company entered into a
Loan Agreement with CBT which included a $1,550,000 revolving line of credit
("Revolver"); a $700,000 real estate mortgage loan ("Mortgage"). These
facilities replaced all of the Company's previously existing facilities at
Fleet National Bank ("Fleet"). The Revolver is committed for two years at a
time with an annual review, and the mortgage is for a ten year term with a
twenty year amortization schedule. All loans are secured by
substantially all the properties of the Company and are subject to certain
covenant requirements, the most restrictive of which related to tangible net
worth, leverage ratios and a restricted cash deposit of $200,000. On March
22, 2002, in a non-cash transaction, the notes payable to Fleet, with
balances aggregating $1,798,333, were repaid from the proceeds of the CBT
financing.
All of the Commerce Bank debt was retired at January 31, 2003 at the time of
the sale of assets of Mack-USA.
As a result of the sale of the Goddard Valve business and the related real
estate, the Company's liquidity and capital resources have been significantly
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improved. At June 28, 2003, cash and cash equivalents were $2,560,000, and
working capital was $1,688,000. On that date, long term debt equaled
$1,669,000 (denominated in AUD), substantially all of which is held by
National Australia Bank ("NAB"). This debt arose from the financing of the
acquisition of Mack Valves. All of this debt is classified as current.
Management believes that the liquidity generated from the sale of the Goddard
Valve business assets and related real estate plus the facility with NAB will
be sufficient to provide normal working capital and debt service requirements
of the Company's current business in the near and long term future. At June
28, 2003, the Company had sufficient cash to pay down its entire debt to NAB,
if necessary, and still have sufficient working capital to meet the company's
needs for the next twelve months. The Company does not have any off-balance
sheet financing.
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 of accounting 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 lives be amortized, and that goodwill and intangible assets with
indefinite lives be tested at least annually for impairment, rather than
being amortized. 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
goodwill and other intangible assets on its balance sheet. The Company is
required to adopt SFAS Nos. 141, and 142 on September 29, 2002, and their
application will first be reflected in the Company's 10-QSB filing for the
first quarter of its fiscal year 2003. Prior to its adoption of these
standards, management has made a preliminary review of the impact of adopting
these new standards and expects that there will be no impairment or other
negative impact.
In October 2001, the Financial Accounting Standards Board issued SFAS No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets." This
pronouncement supersedes SFAS No. 121. The Company is required to adopt SFAS
No. 144 on September 29, 2002, and the application will first be reflected in
the Company's 10-QSB filing for the first quarter of its fiscal year 2003.
Prior to its adoption of these standards, management has made a preliminary
review of the impact of adopting them and expects that there
will be no impairment or other negative impact.
In October 2001, the Financial Accounting Standards Board also issued SFAS
No. 143 "Accounting for Asset Retirement Obligations." The Company does not
hold any assets affected by this statement, and it is not expected to have a
material impact on the Company's financial statements.
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In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock Based
Compensation - Transition and Disclosure". SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock-Based Compensation" to provide alternative methods of
transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, SFAS No. 148
amends the disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the method
of accounting for stock-based employee compensation and the effect of the
method used on reported results. SFAS No. 148 is effective for fiscal periods
beginning after December 15, 2002. The adoption of SFAS No. 148 is not
expected to have a significant impact on the Company.
Forward Looking Information
Information in this report includes various forward-looking statements
within the meaning of Section 27A of the Securities Act, and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including statements with words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect" and similar expressions, as they
relate to the Company, the Company's business or the Company's management.
Forward-looking statements are based largely on the Company's current
expectations and projections about future events and financial trends
affecting the financial condition of the business. These forward-looking
statements are subject to a number of risks, uncertainties and assumptions
about the Company, including, among other things: general economic and
business conditions, both nationally, internationally and in the Company's
markets; the Company's expectations and estimates concerning the Company's
future financial performance, financing plans and the effect of competition;
the ability of the Company to reduce expenses as planned without impairing
its core business operations; capital expenditures by competitors; market
acceptance of new products; the development of new competitive technologies;
the ability to satisfy demand for the Company's products; the ability to
achieve low cost sourcing; the availability of key components for the
Company's products; the availability of qualified personnel; the impact of
possible future acquisitions; international, national, regional and local
economic and political changes; and trends affecting the cryogenic valve
industry, the Company's financial condition or the results of its operations.
Given the uncertainties that attach to the Company's forward-looking
statements, undue reliance should not be placed on them. The Company's
actual results could differ materially from those anticipated in its
forward-looking statements.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Independent Auditors' Report
The Shareholders and Board of Directors
Goddard Industries, Inc. and Subsidiaries
Worcester, Massachusetts
We have audited the consolidated balance sheet of Goddard Industries, Inc.
and Subsidiaries as of September 28, 2002 and the related consolidated
statements of operations, shareholders' equity and cash flows for each of the
two years in the period ended September 28, 2002. 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 audit. We did
not audit the financial statements of Mack Valves Pty Ltd., a wholly owned
subsidiary, whose financial statements reflect approximately 45 percent of
the consolidated assets at September 28, 2002 and approximately 50 and 48
percent of consolidated revenues for the two years then ended. Those
statements, with the exception of the reconciliation from accounting
principles generally accepted in Australia to accounting principles generally
accepted in the United States which was audited by us, were audited by other
auditors whose report has been furnished to us, and our opinion, insofar as
it relates to the amounts included for Mack Valves Pty Ltd., is based solely
on the report of other auditors.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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 and the report of the other auditors provide a reasonable basis for
our opinion.
In our opinion, based upon our audits and the report of the other auditors,
the consolidated financial statements referred to above present fairly, in
all material respects, the financial position of Goddard Industries, Inc. and
Subsidiaries as of September 28, 2002 and the consolidated results of their
operations and cash flows for each of the two years in the period ended
September 28, 2002, in conformity with accounting principles generally
accepted in the United States of America.
As discussed in note 16 to the financial statements, on January 31, 2003 the
Company sold substantially all of the operating assets and on June 18, 2003
all of the related real estate of Goddard Valve Corporation. Consequently,
the accompanying financial statements have been restated to reflect Goddard
Valve Corporation as discontinued operations.
GREENBERG, ROSENBLATT, KULL & BITSOLI, P.C. /s/ Greenberg, Rosenblatt, Kull
& Bitsoli, P.C.
Worcester, Massachusetts
August 25, 2003
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MACK VALVES PTY LTD
ABN 99 094 830 145
Independent Audit Report to the Members
Scope
We have audited the financial report of Mack Valves Pty Ltd for the year
ended 30 September 2002 and the period 20 October 2000 (inception) through 30
September 2001, comprising the Director's Declaration, Statement of Financial
Performance, Statement of Financial Position, Statement of Cash Flows and
notes to the financial statements. The company's directors are responsible
for the financial report. We have conducted an independent audit of this
financial report in order to express an opinion on it to the members of the
company.
Our audit has been conducted in accordance with Australian and United States
Auditing Standards to provide reasonable assurance as to whether the
financial report is free of material misstatement. Our procedures included
examination, on a test basis, of evidence supporting the amounts and other
disclosures in the financial report, and the evaluation of accounting
policies and significant accounting estimates. These procedures have been
undertaken to form an opinion whether, in all material respects, the
financial report is presented fairly in accordance with Australian Accounting
Standards, other mandatory professional reporting requirements in Australia
and statutory requirements so as to present a view which is consistent with
our understanding of the company's financial position and performance as
represented by the results of its operations and its cash flows.
The audit opinion expressed in this report has been formed on the above
basis.
Audit Opinion
In our opinion, the financial report of Mack Valves Pty Ltd is in accordance
with:
(a) the Corporations Act 2001, including:
(i) giving a true and fair view of the company's financial
position as at 30 September 2002 and of its performance for the
year ended 30 September 2002 and the period 20 October 2000
(inception) through 30 September 2001; and
(ii) complying with Australian Accounting Standards and the
Corporations Regulations 2001; and
(b) other mandatory professional reporting requirements in Australia.
McBain & Co. /s/ McBain & Co.
Audit & Assurance Services
David W. McBain CPA /s/ David W. McBain
Partner
Dated this 23rd day of August 2003
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MCBAIN & CO.
Audit & Assurance Services
We consent to the inclusion in Goddard Industries, Inc.'s Current Report on
Form 8K, of our Independent Audit Report to the Members dated 23 August 2003
on the financial statements of Mack Valves Pty Ltd, as of and for the
year ended September 30, 2002 and the period 20 October 2000 (Inception)
through September 30, 2001.
August 23, 2003 McBAIN & Co.
Balwyn, Victoria, Australia
Signed: /s/ David McBain
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GODDARD INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
September 28, 2002
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 301,417
Cash - restricted 200,000
Accounts receivable, net of allowance
for doubtful accounts of $40,800 532,167
Inventories 826,940
Refundable taxes on income 373,765
Prepaid expenses 93,964
Deferred income taxes 276,122
TOTAL CURRENT ASSETS 2,604,375
PROPERTY, PLANT AND EQUIPMENT 594,402
OTHER ASSETS:
Deferred charges 12,291
Deferred income taxes 164,454
Investment 250,000
Deferred Financing Charges 32,437
Goodwill 2,331,512
Net assets of discontinued operations 1,014,691
TOTAL OTHER ASSETS 3,805,385
TOTAL ASSETS $7,004,162
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $1,466,068
Accounts payable 351,432
Accrued expenses 277,875
Deferred compensation 68,988
TOTAL CURRENT LIABILITIES 2,164,363
LONG-TERM DEBT -
DEFERRED COMPENSATION 345,571
The accompanying notes are an integral part
of the consolidated financial statements
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SHAREHOLDERS' EQUITY:
Capital Stock:
Preferred stock - par value $.01 per share;
3,000,000 shares authorized, none issued
or outstanding. -
Common stock - par value $.01 per share;
Authorized 12,000,000 shares, issued and
outstanding 2,560,684 shares 25,607
Additional paid-in capital 700,487
Accumulated other comprehensive income 49,440
Retained earnings 3,718,694
TOTAL SHAREHOLDERS' EQUITY 4,494,228
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $7,004,162
The accompanying notes are an integral part
of the consolidated financial statements
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GODDARD INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED SEPTEMBER 28, 2002 AND SEPTEMBER 29, 2001
2002 2001
SALES $3,218,722 $3,577,445
COST OF SALES 1,927,425 2,109,628
GROSS PROFIT 1,291,297 1,467,817
SELLING AND ADMINISTRATIVE
EXPENSES 1,709,834 1,644,110
LOSS FROM
OPERATIONS (418,537) (176,293)
OTHER INCOME (EXPENSE):
Interest expense (135,219) (149,092)
Other income (loss), net 30,170 129,133
Loss on foreign
exchange (21,544) (77,407)
TOTAL OTHER
INCOME (EXPENSE) (126,593) (97,366)
LOSS FROM CONTINUING
OPERATIONS BEFORE TAXES (545,130) (273,659)
INCOME TAXES:
Current (245,269) (29,194)
Deferred 10,928 (71,769)
BENEFIT FROM
INCOME TAXES (234,341) (100,963)
LOSS FROM CONTINUING
OPERATIONS, NET OF INCOME
TAX BENEFIT (310,789) (172,696)
LOSS FROM DISCONTINUED
OPERATIONS, NET OF
INCOME TAX BENEFIT (229,565) (296,527)
NET INCOME (LOSS) $(540,354) $(469,223)
The accompanying notes are an integral part
of the consolidated financial statements
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GODDARD INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED SEPTEMBER 28, 2002 AND SEPTEMBER 29, 2001
(Continued)
2002 2001
EARNINGS (LOSS) PER SHARE:
Basic:
Continuing operations $(0.13) $(0.08)
Discontinued operations (0.09) (0.14)
Net income (loss) $(0.22) $(0.22)
Weighted average shares 2,461,783 2,155,979
The accompanying notes are an integral part
of the consolidated financial statements
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GODDARD INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 28, 2002 AND SEPTEMBER 29, 2001
Other Accum
Additional Compre- Other Com-
Common paid-in hensive Retained prehensive
stock capital income earnings income Total
Balance at
September 30, 2000
2,142,271 shares $21,423 $488,398 $4,728,271 - $5,238,092
Net loss - - $(469,223) (469,223) - (469,223)
Other comprehensive income:
Foreign currency
translation, net
of taxes of $46,000 (67,971) - (67,971) (67,971)
Comprehensive income $(537,194)
Stock options exercised
15,000 shares 150 8,615 - - 8,765
Stock issued under employee
stock purchase plan
3,413 shares 34 1,474 - - 1,508
Balance at
September 29, 2001
2,160,684 shares 21,607 498,487 4,259,048 (67,971) 4,711,171
Net loss $(540,354) (540,354) - (540,354)
Other comprehensive income:
foreign currency
translation, net
of taxes of $79,000 117,411 117,411 117,411
Comprehensive
income: $(422,943)
Proceeds from sale of
common stock
400,000 shares 4,000 396,000 400,000
Payment of private
placement costs (194,000) (194,000)
Balance at
September 28, 2002
2,560,684 shares $25,607 $700,487 $3,718,694 $49,440 $4,494,228
The accompanying notes are an integral part of the consolidated financial
statements
- 17 -
GODDARD INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 28, 2002 AND SEPTEMBER 29, 2001
2002 2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (540,354) $ (469,223)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Loss from discontinued operations 229,565 296,527
Gain on disposal of assets (3,158) (3,775)
Depreciation and amortization 209,476 166,840
Deferred income taxes 20,174 (207,409)
Changes in assets and liabilities:
Accounts receivable 106,722 (76,135)
Inventories 100,376 28,773
Refundable income taxes (150,750) (222,672)
Prepaid expenses and other 70,862 (64,616)
Accounts payable (26,605) 211,777
Accrued expenses (7,092) (17,854)
Deferred compensation (105,534) (27,159)
Income tax payable (107,336) 105,178
NET CASH USED IN
OPERATING ACTIVITIES $(203,654) $(279,748)
CASH FLOWS FROM INVESTING ACTIVITIES:
Deferred charges (44,315) 67,677
Property, plant and equipment additions (88,135) (75,180)
Proceeds from sale of equipment 4,567 16,062
Investment in net assets of target,
net of cash - (4,126,672)
Cash provided by discontinued operations 249,513 337,914
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES 121,630 (3,780,199)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long term debt 1,060,172 3,436,595
Repayments of long term debt (1,385,609) (107,336)
Issuance of common stock 206,000 10,273
Restricted cash (200,000) -
Deferred Finance Fees (142,262) (77,759)
NET CASH PROVIDED BY
(USED IN) FINANCING ACTIVITIES (461,699) 3,261,773
EFFECT OF EXCHANGE RATE CHANGES ON CASH 29,436 (16,833)
NET DECREASE IN CASH AND EQUIVALENTS (514,287) (815,007)
CASH AND EQUIVALENTS - BEGINNING 815,704 1,630,711
CASH AND EQUIVALENTS - ENDING $ 301,417 $ 815,704
-18-
Supplemental Disclosures of Cash Flow Information
CASH PAID DURING THE PERIOD:
Interest $229,000 $300,000
Income taxes $ - $ -
The accompanying notes are an integral part
of the consolidated financial statements
- 19 -
GODDARD INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 28, 2002 AND SEPTEMBER 29, 2001
NOTE 1. BASIS OF PRESENTATION
The accompanying financial statements include the accounts of Goddard
Industries, Inc. ("Industries"), its wholly-owned subsidiaries Goddard Valve
Corporation (the name of which was subsequently changed to Mack Valves
Corporation and is referred to herein as "Mack-USA"), Goddard Management
Company, Inc. ("Management"), and Mack Valves Pty Ltd ("Mack
Valves"),(collectively, the "Company"). Continuing operations include the
results of Industries, Management, and Mack Valves. Mack Valves operations
are for the period beginning with the date of its acquisition on November 1,
2000. Goddard Management Company, Inc. was dissolved during the quarter ended
June 29, 2002. Financial Statements for discontinued operations include the
accounts of Mack-USA. As discussed in Note 16, during the year ending
September 27, 2003 the Company sold substantially all of the operating assets
and related real estate of Mack-USA. Consequently, the accompanying
financial statements have been restated to report Mack-USA as discontinued
operations.
On November 1, 2000, the Company acquired substantially all of the assets of
Mack Valves of Melbourne, Australia for a purchase price of $3,615,000. The
transaction has been accounted for under the purchase method of accounting.
The acquisition was financed through secured credit facilities totaling
approximately $3,668,000. The Company acquired net assets valued at
$1,360,000. The excess of purchase price plus transaction costs over the
fair value of the assets acquired (Goodwill) was approximately $2,309,000 and
is being amortized on a straight-line basis over thirty years (refer to
further discussion of goodwill in Note 2, Summary of Significant Accounting
Policies). In addition, contingent consideration of approximately A$800,000
($435,000) in cash and A$422,500 ($230,000) in non-qualified stock options
will be required if Mack Valves achieves various sales levels during the five
year period following its acquisition, or if there is a prescribed change in
control of Mack Valves or the Company. Such payments, if any, will be added
to Goodwill.
All material intercompany transactions have been eliminated.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fiscal Year:
The Company's fiscal year ends on the Saturday nearest to September 30. The
years ended September 28, 2002, September 29, 2001 each contain 52 weeks.
Cash and Cash Equivalents:
The Company considers all highly liquid investments with an original maturity
- 20 -
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
domestic 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.
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 and
title passes.
Foreign Currency Translation:
The assets and liabilities of foreign subsidiaries and branches 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.
- 21 -
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 (refer to Recent Accounting Pronouncements, below).
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 did not have a material impact on the Company.
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 of accounting 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 lives
be amortized, and that goodwill and intangible assets with indefinite lives
be tested at least annually for impairment, rather than being amortized.
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 goodwill and other
intangible assets on its balance sheet. The Company is required to adopt SFAS
Nos. 141 and 142 on September 29, 2002.
In October 2001, the Financial Accounting Standards Board issued SFAS No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets". This
pronouncement supersedes SFAS No. 121. The Company is required to adopt SFAS
No. 144 on September 29, 2002.
Management has evaluated the impact of adopting the SFAS Nos. 141, 142 and
144, and believes that there will not be any material impact on the Company's
financial statements.
In October 2001 the Financial Accounting Standards Board also issued SFAS No.
143 "Accounting for Asset Retirement Obligations". The Company does not hold
any assets affected by this statement and it is not expected to have a
material impact on the Company's financial statements.
- 22 -
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock Based
Compensation - Transition and Disclosure". SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock-Based Compensation" to provide alternative methods of
transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, SFAS No. 148
amends the disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the method
of accounting for stock-based employee compensation and the effect of the
method used on reported results. SFAS No. 148 is effective for fiscal periods
beginning after December 15, 2002. The adoption of SFAS No. 148 is not
expected to have a significant impact on the Company.
NOTE 3. INVENTORIES
Inventories are comprised of the following:
2002
Finished goods $ 680,442
Work in process 47,035
Raw materials 99,463
$ 826,940
NOTE 4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following:
2002
Machinery, equipment and tools $ 803,019
Office equipment and fixtures 50,061
853,080
Accumulated depreciation (258,678)
$ 594,402
Depreciation expense charged to continuing operations was approximately
$136,000 and $98,000 in 2002 and 2001, respectively.
NOTE 5. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
On April 16, 2002, Mack Valves renewed its loan facility with National
Australia Bank Limited. This renewal resulted in an increase of .45
percentage points in the facility fee that is charged by the bank, and the
addition of a financial covenant on interest coverage. The note payable is
- 23 -
for A$1,200,000 ($652,800), and the revolving line of credit is for
A$1,800,000 ($979,200).
The Company's long-term debt related to continuing operations at September
28, 2002 consisted of the following:
Note payable, National Australia Bank, due in
quarterly installments of approximately A$71,000
($39,000) including interest at 9.30% through
November 2005 (Denominated in AUD). $ 451,378
Revolving line of credit, National Australia Bank,
current rate of 6.50%, 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). 979,200
Capital lease obligations for machinery
(Denominated in AUD). 35,490
$ 1,466,068
All of the above bank debt is secured by substantially all assets of Mack
Valves, with a guarantee from Industries. At June 28, 2003, Mack Valves
was not in compliance with certain financial covenants related to these loans
and accordingly, the Company has reclassified the National Australia Bank debt
as current at September 28, 2002.
During the year ended September 29, 2001, the Company acquired approximately
$83,000 of equipment under capital leases in non-cash transactions.
Future minimum payments under the above capital leases total $40,377 of which
$4,887 represents interest (denominated in AUD).
Amortization of assets under capital leases totaling approximately $29,000 in
2002 and $71,000 in 2001 is included in depreciation expense and accumulated
depreciation. The net book value of the assets under capital leases at the
end of 2002 was approximately $29,000.
Approximate future scheduled principal payments on the above debt for the
following fiscal years are:
2003 $ 138,000
2004 146,000
2005 165,000
2006 218,000
2007 196,000
Thereafter 603,000
- 24 -
NOTE 6. COMMON STOCK
On October 31, 2001, the stockholders of the Company approved resolutions to
amend the corporation's Restated Articles of Organization to increase the
number of shares of the Company's common stock authorized to be issued from
3,000,000 to 12,000,000 shares, and to authorize 3,000,000 shares of a new
class of preferred stock, as yet undesignated as to series.
In December 2001, the Company initiated an offering of common stock, and
warrants to purchase common stock, on a private placement basis in order to
raise up to $3,000,000 of equity capital to fund its acquisition strategy
and working capital needs. In the offering, each share of common stock and
each warrant, which is exercisable for an additional share of common stock,
comprise one unit (each a "Unit"). Units are being offered at $1.00 per
Unit, with the warrants exercisable at $2.00 per share of common stock. On
December 28, 2001, the Company consummated an initial closing of the private
placement at which certain executive officers and directors of the Company
purchased Units for an aggregate purchase price of $400,000. Expenses
associated with the private placement, totaling $194,000, have been charged
to additional paid-in capital during the year ending September 28, 2002.
NOTE 7. COMMON STOCK OPTIONS
In May 2002, as part of a program to reduce expenses, the Company granted
incentive and non-qualified stock options in lieu of pay and fees under the
Company's 1998 Equity Incentive Plan, to Directors and certain senior Company
managers, in the amount of approximately three shares for each annual dollar
of fees or pay reduction over a ten month period commencing May 22, 2002 and
ending March 21, 2003, at an exercise price of $0.525, the mean between the
bid and asked price on May 22, 2002. Substantially all of the options vest
ratably over the ten month period. Under this program a total of 301,600
incentive and 40,000 non-qualified stock options were granted.
In addition during the year ended September 28, 2002, the company granted
non-qualified options for a total of 60,000 shares with an exercise price of
$.74 under the 1998 Equity Incentive Plan, to an executive consultant in
China, and to the Company's Managing Director of Mack Valves in Australia.
During the year ended September 29, 2001, the company granted qualified
options for 75,000 shares under the 1998 Equity Incentive Plan, and non-
qualified shares for 5,000 to each non-employee director (20,000 in total).
The 1998 Equity Incentive Plan provided for the grant of options for a
maximum of 600,000 shares. In March 2002 the stockholders approved
increasing the maximum to 1,000,000 shares.
- 25 -
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:
2002 2001
Dividend yield None None
Expected volatility 68.78% 71.32%
Risk-free interest rate 5.00% 4.00%
Expected lives 10 years 10 years
A summary of the status of the Company's outstanding options as of September
28, 2002 and September 29, 2001 and the changes during the years ending on
those dates are presented below:
September 28, 2002 September 29, 2001
Weighted Weighted
average average
exercise exercise
Shares price Shares price
Outstanding at
beginning of
year 648,500 $ 1.56 658,500 $ 1.61
Granted 401,600 .56 95,000 .73
Exercised - - -15,000 .50
Expired or
Cancelled -29,000 1.88 -90,000 1.25
Outstanding at
end of year 1,021,100 $ 1.15 648,500 $ 1.56
Options exercisable
At year-end 562,640 319,875
Weighted average
fair value of
options granted
during the year $ .44 $ .58
- 26 -
The following summarizes information about fixed stock options outstanding at
September 28, 2002:
Weighted
average
remaining Weighted Weighted
Number contractual average Number average
Exercise outstanding life exercise exercisable exercise
price at 9/28/02 in years price at 9/28/02 price
$2.88 33,000 .50 $ 2.88 33,000 $ 2.88
$1.63 200,000 6.00 $ 1.63 150,000 $ 1.63
$1.38 141,500 7.25 $ 1.38 93,250 $ 1.38
$2.00 50,000 7.50 $ 2.00 25,000 $ 2.00
$1.75 90,000 7.75 $ 1.75 65,000 $ 1.75
$1.25 10,000 7.75 $ 1.25 10,000 $ 1.25
$ .78 20,000 8.50 $ .78 20,000 $ .78
$ .72 75,000 8.50 $ .72 18,750 $ .72
$ .74 60,000 9.25 $ .74 5,000 $ .74
$ .53 341,600 9.75 $ .53 142,640 $ .53
1,021,100 562,640
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 2002 and 2001,
net loss would have been increased to $671,001 and $563,785, respectively,
which would have increased basic loss per share by $.06 in 2002, and $.04 in
2001.
NOTE 8. 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 because of 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.
- 27 -
NOTE 9. INCOME TAXES
The following is a reconciliation of income tax expense (benefit) related to
continuing operations, computed at statutory income tax rates to the
provision for income taxes:
2002 2001
Federal income taxes at
statutory rate $(185,300) $(93,000)
State income taxes net of
federal income tax benefit (41,400) (4,700)
Nondeductible expenses (1,100) (1,100)
Other (6,541) (2,163)
Income taxes $(234,341) $(100,963)
The provision for (benefit from) income taxes related to continuing
operations, is summarized as follows:
2002 2001
Current:
Federal $(254,833) $(121,874)
State - -
Foreign 9,564 92,680
(245,269) (29,194)
Deferred:
Federal 61,528 (64,769)
State (50,600) (7,000)
10,928 (71,769)
$(234,341) $(100,963)
The pre-tax losses of approximately $947,800 in 2002 and $743,600 in 2001,
consist of $656,900 and $630,000 attributable to the United States, and
$290,900 and $113,600 attributable to foreign locations, respectively.
- 28 -
The tax effects of the principal temporary differences giving rise to the net
current and non-current deferred tax assets totaling $440,576 are as follows:
2002
Deferred tax assets:
Deferred compensation $ 156,200
Capital loss carryforward 167,700
Inventory valuation 141,100
Accrued salaries 95,500
Bad debts 31,800
Foreign tax credit carryforward 93,000
Net operating loss carryforward 109,000
Other 3,976
Total gross deferred tax assets 798,276
Deferred tax liabilities:
Depreciation (92,200)
Amortization (64,800)
Gain on foreign currency (33,000)
Total gross deferred
tax liabilities (190,000)
Deferred tax asset before
valuation allowance 608,276
Less valuation allowance (167,700)
$ 440,576
Management has established a valuation allowance in connection with the
deferred tax asset related to the capital loss carry forward.
The Company has state net operating loss carryforwards totaling approximately
$1,745,000 that can be used to reduce future taxable income. If not utilized
by September 30, 2006, these carryovers will begin to expire. In addition,
the Company has foreign tax credit carryovers totaling approximately $93,000,
that can be used to offset future federal taxes on income.
NOTE 10. COMMITMENTS AND CONTINGENCIES
Operating Leases:
Mack Valves leases its headquarters and manufacturing facilities from its
present Managing Director under a five-year operating lease dated November 1,
2000. The lease requires annual payments of A$120,000 ($65,000), and is
subject to an annual consumer price index adjustment after the first year.
The current rent is A$123,900 ($67,000). In addition, Mack Valves is under
obligation for leases expiring at various dates for its sales office
facilities and motor vehicles.
- 29 -
Approximate future minimum lease payments under the above leases are as
follows:
2003 105,200
2004 89,900
2005 72,200
2006 5,600
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
former Chairman of the Board providing for payments of $60,000 for his life.
The payments are 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 28, 2002, the deferred
compensation liability represents the actuarial present value of this
obligation based upon the following assumptions.
Interest rate 6.75%
Annual increases in the CPI 2.50%
Post-retirement mortality 1994 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 28, 2002, since a change
in control, as defined, has not occurred.
Environmental Matters:
In 1998, the Company filed a Class "C" Response Action Outcome ("RAO")
Statement with the Massachusetts Department of Environmental Protection
regarding its facility in Worcester, Massachusetts. The Company has been
conducting period monitoring as required by the RAO. No further action is
required at this time.
NOTE 11. RESEARCH AND DEVELOPMENT COSTS
Research and development costs charged to discontinued operations in 2002 and
2001 were approximately $57,000 and $49,000, respectively.
NOTE 12. ADVERTISING COSTS
Advertising costs charged to discontinued operations in 2002 and 2001 were
approximately $19,000 and $25,000, respectively.
- 30 -
NOTE 13. PROFIT SHARING PLAN
The Company has a profit sharing plan covering substantially all United
States 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 25% of employee contributions up to a
maximum of $1,250 for each employee.
The Company contributed approximately $14,000 and $13,000 in 2002 and 2001
respectively.
NOTE 14. EMPLOYEE STOCK PURCHASE PLAN
The Company had a qualified employee stock purchase plan covering all United
States employees except officers and directors which terminated in 2001.
Under the plan, employees participating in the plan were granted options
semi-annually to purchase common stock of the Company. The number of full
shares available for purchase was a function of the employee's accumulated
payroll deductions at the end of each six-month interval. The option price
was 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 28, 2002
and September 29, 2001 there were no options outstanding under the plan.
NOTE 15. FOREIGN CURRENCY TRANSACTION
In connection with the acquisition of Mack Valves described in Note 1, 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 $75,200 during the year
ending at September 29, 2001, and were attributable to the decline in the
value of the Australian dollar in relation to the US dollar. All losses
associated with this contract were recognized in each applicable year's
earnings. Additional foreign currency losses amounted to approximately
$22,000 and $2,000 in 2002 and 2001, respectively.
The rate of exchange between the Australian dollar and the US dollar has
changed from $.544 US dollars to $.666 US dollars per Australian dollar,
between the end of the fiscal year September 28, 2002 and the most recently
reported period ended June 28, 2003. If the inter-company loan between Mack-
USA and Mack Valves were settled as of June 28, 2003, a gain of approximately
$430,000 would be recognized by the Company as a result of the change in
exchange rates.
- 31 -
Note 16. SUBSEQUENT EVENTS
SALE OF ASSETS OF GOODARD VALVE CORPORATION
On January 31, 2003,the Company sold substantially all of the assets
employed in the operations of Mack-USA (then Goddard Valve Corporation) to
Engineered Controls International, Inc. ("ECII"),a Delaware corporation, for
a total purchase price of approximately $3,900,000. Of that amount,
$3,200,000 was paid in cash at the closing, and another $657,000 was paid
through the end of June 28, 2003. An additional $43,000 is payable pending
collection of transferred accounts receivable. The assets sold included
Mack-USA'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." The
Company is restricted from competing with ECII in certain geographical areas
for certain cryogenic valve types.
As a result of the above sale, on February 5, 2003 Goddard Valve Corporation
was renamed Mack Valves Corporation ("Mack-USA"), and the Company must
discontinue its use of the name "Goddard Industries, Inc." and "Goddard Valve
Corporation".
The Mack-USA business that was sold designed, manufactured, and sold
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 Mack -
USA will support Mack Valves' business in the United States.
As a result of the above sale to ECII, Mack-USA had no further need for its
real estate in Worcester, Massachusetts, and on June 18, 2003, the Company
sold all of that real estate. The selling price of $825,000 was paid at
closing. The net book value of the assets sold was approximately $265,000,
realizing a gain on the sale, after closing costs of $75,000, of
approximately $485,000 before taxes. Approximately $227,000 was accrued for
taxes on the gain.
The company rents approximately 2,000 square feet of office space at the same
location, as a tenant at will, from the new owners.
- 32 -
Note 17. DISCONTINUED OPERATIONS
Mack-USA's discontinued operations for the year ended September 28, 2002 and
September 29, 2001 are presented as follows:
2002 2001
NET SALES $ 3,217,059 $3,851,075
COST OF SALES 2,357,411 2,924,621
GROSS PROFIT 859,648 926,454
SELLING AND ADMINISTRATIVE
EXPENSES 1,138,482 1,239,840
LOSS FROM
OPERATIONS (278,834) (313,386)
INTEREST EXPENSE (123,826) (156,498)
LOSS BEFORE
INCOME TAXES (402,660) (469,884)
BENEFIT FROM INCOME TAXES (173,095) (173,357)
NET LOSS (229,565) (296,527)
Dependence upon Principal Customers.
For discontinued operations, in the fiscal year ended September 28, 2002
(FY2002), Mack-USA's largest single customer accounted for 22% of sales
compared with 12% in FY2001; the second largest customer accounted for 10% of
FY2002 sales compared with 18% in FY2001.
- 33 -
The net assets of Mack-USA's discontinued operations as of September 28, 2002
are summarized as follows:
ASSETS
CURRENT ASSETS:
Accounts receivable, net of allowances $ 462,836
Inventories 1,473,852
Prepaid expenses and taxes 3,207
TOTAL CURRENT ASSETS 1,939,895
NET PROPERTY, PLANT AND EQUIPMENT 947,632
OTHER ASSETS:
Deferred charges 115,108
Deferred financing charges 140,895
TOTAL OTHER ASSETS 256,003
TOTAL ASSETS $3,143,530
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 15,000
Accounts payable 216,304
Income taxes payable 187,766
TOTAL CURRENT LIABILITIES 419,070
LONG-TERM DEBT 1,709,769
TOTAL LIABILITIES 2,128,839
NET ASSETS OF DISCONTINUED OPERATIONS $1,014,691
Long term debt related to the discontinued operations is comprised of a
$693,060 mortgage loan ("Mortgage") and a $1,550,000 revolving line of credit
("Revolver") with Commerce Bank & Trust Company ("CBT"). These facilities
replaced all of the Company's previously existing facilities at Fleet
National Bank ("Fleet"). The Revolver is committed for two years at a time
with an annual review, and the mortgage is for a ten year term with a twenty
year amortization schedule. Both loans are secured by substantially all the
properties of the Company and are subject to certain covenant requirements,
the most restrictive of which relate to tangible net worth, leverage ratios
and a restricted cash deposit of $200,000. On March 22, 2002, in a non-cash
transaction, the notes payable to Fleet, with balances aggregating
$1,798,333, were repaid from the proceeds of the CBT financing.
All of the CBT facilities were repaid on January 31, 2003.
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NOTE 18. SEGMENT INFORMATION
As a result of the sale of Mack-USA on January 31, 2003, the Company has only
one segment. Refer to Note 17 for financial information relating to what was
once the Western Hemisphere segment. A summary of financial information for
the Mack Valves, the Company's Australian subsidiary, exclusive of inter-
company balances and transactions is as follows:
2002
Current assets $1,760,000
Other assets, net 2,391,000
Total assets 4,151,000
Current liabilities 2,096,000
Other liabilities 23,000
Total liabilities 2,119,000
Net assets 2,032,000
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SIGNATURE
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: August 28, 2003 By: /s/ Salvatore J. Vinciguerra
Salvatore J. Vinciguerra, President
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