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