UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report: November 21, 1997
COVENTRY INDUSTRIES CORP.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 000-22653 65-0353816
- ---------------- ------------- --------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
7777 Glades Road, Suite 211
Boca Raton, Fl 333433
---------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 561-488-4802
Not Applicable
--------------
(Former name or former address, if changed since last report)
The Registrant hereby amends the items of its Report on Form 8-K as
filed on November 21, 1997 as set forth below:
Item 7. Financial Statements and Exhibits.
The following unaudited proforma condensed combined balance sheet and
statements of operations as of and for the year ended June 30, 1997, give effect
to the September 1, 1997 (effective date) acquisition of LPS Acquisition Corp.
The proforma information is based on the following: historical financial
statements of Coventry Industries, Corp. and LPS Acquistion Corp. giving effect
to the purchase of the assets of Kedac, Inc. and the assumptions and adjustments
in the accompanying notes.
The proforma balance sheet reflects the historical balance sheet of
Coventry Industries, Corp. (Formerly Workforce Systems, Corp.) as of June 30,
1997, combined with the historical balance sheet of Kedac, Inc. as of June 30,
1997, as if the acqusition had been effective as of the date presented. The
proforma statement of operations reflects the historical statement of operations
of Coventry Industries, Corp. (Formerly Workforce Systems, Corp.) and Kedac,
Inc. for the year ended June 30, 1997, combined with the historical statement of
operations of Federal Supply, Inc. for the eleven months ended May 31, 1997, as
if the acqusition had been effective since the beginning of the period. On May
29, 1997 Coventry industries Inc. acquired all of the issued and outstanding
common stock of Federal Supply, Inc. The proforma adjustments to the historical
financial statements consist of the purchase of certain assets of Kedac, Inc. by
LPS Acquisition Corp. and the amortization of intangibles and depreciation of
equipment acquired on September 1, 1997.
These proforma operations may not be indicitive of the results that
actually would have occurred if the combination had been in effect on the date
indicated or which may be obtained in the future.
COVENTRY INDUSTRIES CORP
PROFORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1997
(Unaudited)
Historical
-------------------------------------------------------------
Federal
Supply, Inc.
For the eleven LPS
Coventry months ended Acquisition Proforma Combined
Industries May 31, 1998 Corp. Kedac, Inc. Adjustments Total
----------- ----------- ----------- ----------- ----------- -----------
Revenue $ 4,653,286 $ 2,675,603 $ $ 2,345,408 $ 9,674,297
Cost of sales 3,518,500 2,290,733 2,481,347 8,290,580
----------- ----------- ----------- ----------- -----------
Gross profit 1,134,786 384,870 0 (135,940) 1,383,716
Operating expenses
General and administrative 1,327,546 770,746 620,192 2,718,484
Depreciation and amortization 282,398 0 329,176 (2) (318,576) 292,998
Provision for doubtful accounts 246,013 0 77,791 323,804
Professional fees 308,996 0 30,008 339,004
Marketing and public relations 464,596 0 3,298 467,894
----------- ----------- ----------- ----------- -----------
2,629,549 770,746 0 1,060,465 4,142,184
Operating income (loss) (1,494,763) (385,876) 0 (1,196,405) (2,758,468)
Other expenses
Interest expense 65,488 216,040 (2) (141,040) 140,488
Acquisition expense 110,000 110,000
Provision for lawsuits 780,000 (2) (780,000) 0
Reorganization items 484,806 (2) (484,806) (0)
Startup expenses 1,357,899 1,357,899
----------- ----------- ----------- ----------- -----------
1,533,387 0 0 1,480,846 1,608,387
----------- ----------- ----------- ----------- -----------
Loss before income tax benefit (3,028,150) (385,876) 0 (2,677,251) (4,366,855)
Income tax (benefit) (133,399) (133,399)
----------- ----------- ----------- ----------- -----------
Net income (loss) $(2,894,751) $ (385,876) $ 0 $(2,677,251) $(4,233,456)
=========== =========== =========== =========== ===========
Income (loss) per share
Net loss per common share $ (3.58) $ (3.93)
=========== ===========
Weighted average shares 808,421 1,078,421
=========== ===========
outstanding
COVENTRY INDUSTRIES CORP
(FORMERLY WORKFORCE SYSTEMS CORP.)
PROFORMA CONDENSED BALANCE SHEET
JUNE 30, 1997
(Unaudited)
In combining the entities, the following proforma adjustments have been made:
(1) Other assets (goodwill) 726,469
Trade accounts payable 555,173
Accrued expenses 824,642
Current maturities of long-term debt 1,126,841
Note payable - related party 1,621,546
Prepaid expenses 12,079
Property, plant and equipment 815,200
Total stockholders' equity 4,027,392
To record the purchase of assets of Kedac, Inc. and the assumption of
related liabilities related to the assets purchased.
(2) For purpose of presenting the proforma condensed statement of operations
the following adjustments have been made:
Increase (decrease) in income:
Depreciation and amortization $ (279,176)
Depreciation and amortization (Federal Supply) (39,400)
Interest expense (141,040)
Reorganization items (780,000)
Startup expenses (484,806)
------------
$ (1,724,422)
============
1
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.
Date: August 13, 1998 By: /s/ Robert L. Hausman
---------------------------
Robert L. Hausman,
President
2