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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (date of earliest event reported) January 3, 1997
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MAXCO, Inc.
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(exact name of registrant as specified in its charter)
MICHIGAN 0-2762 38-1792842
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1118 CENTENNIAL WAY, LANSING, MICHIGAN 48917
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (517) 321-3130
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MAXCO, INC.
FORM 8-K/A
Item 2. Acquisition or Disposition of Assets
January 3, 1997, Maxco completed an agreement subject to final determination of
purchase price to acquire the business and substantially all of the assets
(consisting principally of accounts receivable, inventory and fixed assets) of
Lansing, Michigan based Atmosphere Annealing, Inc. Atmosphere Annealing, which
was privately owned by four individuals, including a 25% ownership by the
spouse of Maxco Chairman, Max A. Coon, provides metal heat treating to
Midwestern industrial users. It employs approximately 370 people at facilities
in Lansing, Michigan; Canton, Ohio and North Vernon, Indiana.
The consideration paid for these assets, acquired for approximately $12.8
million, consisted of the assumption of funded debt of approximately $6.4
million, cash and the issuance of a subordinated note. The sellers received
one half of the purchase price, net of funded debt assumed, in cash with the
balance in the form of a subordinated note.
Cash used for this transaction was provided by proceeds from the sale of some
of the Company's marketable securities.
Agreement on the purchase price was reached based on an arms length
negotiation.
Item 7. Financial Statements and Exhibits
7 (a) Audited financial statements of Atmosphere Annealing, Inc. for the
year ended December 31, 1996 are included as a separate portion of this
report.
7 (b) Proforma Financial Data
The following unaudited proforma condensed balance sheet reflects the
acquisition, including purchase adjustments, of Atmosphere Annealing,
Inc. as if it occurred on December 31, 1996.
Maxco Impact of Proforma
(as reported) Purchase Transaction Consolidated
------------- -------------------- ------------
(In thousands)
Cash and marketable securities $ 7,832 $ (3,183) $ 4,649
Accounts and notes receivable 11,452 3,389 14,841
Inventories and other 4,540 259 4,799
---------- ----------- ---------
Total current assets 23,824 465 24,289
Marketable securities--long term 9,277 9,277
Property and equipment 9,177 9,197 18,374
Other assets 12,430 2,444 14,874
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54,708 12,106 66,814
========== =========== =========
Current liabilities $ 10,634 $ 4,140 $ 14,774
Long-term obligations 5,628 7,966 13,594
Deferred income taxes 2,708 2,708
Stockholders' equity 35,738 35,738
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$ 54,708 $ 12,106 $ 66,814
========== =========== =========
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The following unaudited proforma summary presents the consolidated
results of operations as if the acquisition of Atmosphere had been
completed at the beginning of the periods presented, and does not
purport to be indicative of what would have occurred had the
acquisition actually been made as of such date or of results which may
occur in the future.
Nine-months ended December 31, 1996
Maxco Atmosphere Proforma Proforma
(as reported) Annealing Adjustments Consolidated
-------------- ------------- ------------- --------------
(In thousands, except per share data)
Net sales $54,172 $21,190 $75,362
Income from continuing
operations 22,879(A) 1,257(B) (562)(B) 23,574
Per common share:
Primary $ 5.66 $ 5.83
Fully diluted $ 5.37 $ 5.53
Twelve-months ended March 31, 1996
Maxco Atmosphere Proforma Proforma
(as reported) Annealing Adjustments Consolidated
-------------- ------------- ------------- --------------
(In thousands, except per share data)
Net sales $59,330 $27,709 $87,039
Income (loss) from
continuing operations (2,599) 1,677(B) (751)(B) (1,673)
Per common share:
Primary $ (.64) $ (.43)
Fully diluted(C) $ (.58) $ (.38)
(A)Includes an after-tax gain of approximately $22 million from the
sale of Maxco's interest in FinishMaster, Inc.
(B)The audited financial statements of Atmosphere did not require a
federal tax provision because prior to the acquisition by Maxco,
Atmosphere elected to be taxed as an S-Corporation. Consequently,
proforma adjustments include a 34% federal tax provision for
Atmosphere's income for the periods presented.
(C)Anti-dilutive for the twelve months ended March 31, 1996.
7 (c) Exhibits
Exhibit
Number
10.11 Asset purchase agreement for the purchase of Atmosphere Annealing,
Inc. is hereby incorporated by reference from Form 8-K filed January 17,
1997.
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ATMOSPHERE ANNEALING, INC.
FINANCIAL REPORT
WITH ADDITIONAL INFORMATION
DECEMBER 31, 1996
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ATMOSPHERE ANNEALING, INC.
CONTENTS
REPORT LETTER 1
FINANCIAL STATEMENTS
Balance Sheet 2
Statement of Operations 3
Statement of Changes in Stockholders' Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6-12
REPORT LETTER 13
ADDITIONAL INFORMATION
Schedule of Operations by Plant 14
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Independent Auditor's Report
To the Board of Directors
Atmosphere Annealing, Inc.
We have audited the accompanying balance sheet of Atmosphere Annealing, Inc. as
of December 31, 1996, and the related statements of operations, changes in
stockholders' equity, and cash flows for the year then ended. 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 conducted our audit in accordance with generally accepted auditing
standards. 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 audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Atmosphere Annealing, Inc. at
December 31, 1996, and the results of its operations, changes in stockholders'
equity, and cash flows for the year then ended, in conformity with generally
accepted accounting principles.
As disclosed in Note 10 to the financial statements, subsequent to December 31,
1996, the assets of the Company (excluding cash, certain real estate, and
certain cash surrender value of life insurance policies) were sold, with the
buyer assuming substantially all of the Company's liabilities.
PLANTE & MORAN, LLP
January 30, 1997
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ATMOSPHERE ANNEALING, INC.
BALANCE SHEET
DECEMBER 31, 1996
ASSETS
CURRENT ASSETS
Cash $ 251,917
Accounts receivable, less allowance for doubtful accounts of $87,509 3,388,959
Prepaid expenses and other 364,703
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Total current assets 4,005,579
PROPERTY, PLANT, AND EQUIPMENT (Note 2) 7,617,327
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CASH SURRENDER VALUE OF LIFE INSURANCE, net of policy
loans of $425,814 326,818
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Total assets $ 11,949,724
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable (Note 3) $ 1,650,000
Current portion of long-term debt (Note 4) 1,297,590
Accounts payable 1,818,388
Accrued liabilities 604,711
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Total current liabilities 5,370,689
LONG-TERM DEBT (Note 4) 3,831,467
STOCKHOLDERS' EQUITY
Common stock - $1 par value:
Authorized - 50,000 shares
Issued and outstanding - 20,000 shares 20,000
Additional paid-in capital 40,000
Retained earnings 2,687,568
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Total stockholders' equity 2,747,568
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Total liabilities and stockholders' equity $ 11,949,724
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See Notes to Financial Statements.
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ATMOSPHERE ANNEALING, INC.
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996
INCOME
Sales $ 27,709,164
COSTS AND EXPENSES
Personnel costs 12,476,898
Administrative expenses 946,354
Processing costs 3,540,401
Maintenance 2,432,036
Supplies 1,311,089
Automobile expense 52,756
Trucking and shipping expense 586,819
Utilities and telephone 1,009,008
Insurance 38,806
Officers' life insurance 33,685
Waste disposal expense 311,017
Taxes 339,957
Interest expense 713,949
Bad debt expense 631,423
Depreciation and amortization expense 1,031,677
Other expenses 606,567
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Total costs and expenses 26,062,442
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OPERATING INCOME 1,646,722
OTHER INCOME 30,233
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NET INCOME $ 1,676,955
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See Notes to Financial Statements.
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ATMOSPHERE ANNEALING, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
COMMON STOCK
------------------------- ADDITIONAL
SHARES AMOUNT PAID-IN RETAINED TOTAL
CAPITAL EARNINGS
---------- ---------- ---------- ---------- ----------
BALANCE - January 1, 1996 20,000 $ 20,000 $ 40,000 $1,490,613 $1,550,613
Net income - - - 1,676,955 1,676,955
Distributions - - - (480,000) (480,000)
---------- ---------- ---------- ---------- ----------
BALANCE - December 31, 1996 20,000 $ 20,000 $ 40,000 $2,687,568 $2,747,568
========== ========== ========== ========== ==========
See Notes to Financial Statements.
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ATMOSPHERE ANNEALING, INC.
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1996
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers and others $ 25,848,409
Cash paid to suppliers and employees (21,181,112)
Interest paid (713,949)
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Net cash provided by operating activities (Note 5) 3,953,348
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant, and equipment (645,453)
Proceeds from sale of property, plant, and equipment 23,040
Increase in cash surrender value of life insurance (22,051)
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Net cash used in investing activities (644,464)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of short-term debt, net of proceeds (2,099,516)
Principal payments on long-term debt (1,385,723)
Proceeds from long-term debt 719,362
Distributions to stockholders (480,000)
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Net cash used in financing activities (3,245,877)
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NET INCREASE IN CASH 63,007
CASH - Beginning of year 188,910
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CASH - End of year $ 251,917
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See Notes to Financial Statements
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ATMOSPHERE ANNEALING, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Atmosphere Annealing, Inc. (Company) is engaged in commercial heat
treating of metal products for various industrial customers located
primarily in Michigan, Ohio, and Indiana. As discussed in Note 10, the
stockholders of the Company entered into an agreement for sale of the
assets of the Company, excluding certain real estate, certain cash
surrender value of the life insurance policies, and cash balances, and
assumption of substantially all the liabilities by the buyer subsequent
to December 31, 1996.
Property, Plant, and Equipment - Property, plant, and equipment,
including significant betterments to existing facilities and equipment,
are recorded at cost. Depreciation is computed using straight-line and
accelerated methods over the estimated useful lives of the assets.
Costs of maintenance and repairs are charged to expense when incurred.
Income Taxes - Pursuant to provisions of the Internal Revenue Code, the
Company has elected to be taxed as an S corporation. Generally, the
income of an S corporation is not subject to federal income tax at the
corporate level, but rather the stockholders are required to include a
pro-rata share of the Corporation's taxable income in their personal
income tax returns, irrespective of whether dividends have been paid.
Accordingly, no provision for federal income taxes has been made in the
accompanying statements.
Retirement Plan - The Company has a contributory profit sharing 401(k)
plan that covers substantially all employees. Company matching
contributions are based on a formula defined in the plan. These costs
are funded as accrued (Note 7).
Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.
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ATMOSPHERE ANNEALING, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
NOTE 2 - PROPERTY, PLANT, AND EQUIPMENT
Cost of property, plant, and equipment and depreciable lives are
summarized as follows:
AMOUNT DEPRECIABLE
LIFE-YEARS
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Land $ 382,440 -
Buildings and improvements 4,232,946 3-40
Machinery and equipment 7,893,211 3-10
Delivery equipment 704,071 3-7
Office equipment 361,454 5-7
Automobiles 153,161 3-5
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Total cost 13,727,283
Accumulated depreciation
and amortization 6,109,956
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Net carrying amount $ 7,617,327
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NOTE 3 - NOTES PAYABLE
Notes payable to bank represents borrowings on a working capital line
of credit totaling $3,500,000. The notes are collateralized by accounts
receivable, inventory, and equipment and bear interest at the bank's
base rate of 8.25 percent at December 31, 1996.
In addition , the Company has available a $1,000,000 equipment
commitment line of credit. No amounts were outstanding against this
line of credit at December 31, 1996.
In connection with the line-of-credit agreements, the Company has
agreed to certain covenants, including maintenance of specified levels
of equity, debt-to-equity ratios, certain financial ratios, and
incurrence of long-term debt.
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ATMOSPHERE ANNEALING, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
NOTE 4 - LONG-TERM DEBT
Long-term debt consists of the following:
Various bank notes, collateralized by accounts receivable,
inventory, and equipment, bearing interest ranging from the bank's
base rate to 0.50% over the bank's base rate, payable in monthly
installments of $31,547, plus interest. Notes are due at various
dates between March 31, 1997 and October 1, 2000. $ 1,010,949
Bank note, collateralized by a real estate mortgage, accounts
receivable, inventory, and equipment, bearing interest at rates
ranging from the bank's base rate, payable in monthly installments
of $7,500, plus interest. Note is due on January 1, 2001. The
stockholders have personally guaranteed this loan to a maximum of
$1,600,000. 836,667
Bank note, collateralized by accounts receivable, inventory, and
equipment, bearing interest at .75% over the bank's base rate,
payable in monthly installments of $14,583, plus interest. Any
remaining balance on this note is due October 1, 1998. 845,833
Bank note, collateralized by a real estate mortgage, accounts
receivable, inventory, and equipment, bearing interest at the
bank's base rate, payable in monthly installments of $22,996, plus
interest. Any remaining balance on note is due February 1, 1999. 593,728
Bank note, collateralized by a real estate mortgage, bearing
interest at the bank's variable base rate, payable in monthly
installments of $3,333, plus interest. Any remaining balance on
this note is due May 1, 2000. 536,667
Bank notes, collateralized by real estate mortgages, bearing
interest at the bank's base rate, due in monthly installments of
$10,336, including interest. Notes are due at August 1, 2001 and
December 30, 2001. 492,394
Bank note, collateralized by a real estate mortgage, accounts
receivable, inventory, and equipment, bearing interest at the
bank's base rate, due in monthly installments of $8,930, plus
interest, with the remaining balance due May 1, 1998. 133,929
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ATMOSPHERE ANNEALING, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
NOTE 4 - LONG-TERM DEBT (Continued)
Bank note, collateralized by a real estate mortgage, bearing
interest at .25% over the bank's base rate, due in monthly
installments of $2,164, plus interest with the remaining balance
due December 14, 1999. $ 131,975
Bank note, collateralized by real estate mortgage, bearing interest
at 1% over the bank's base rate, due in monthly installments of
$3,363, with the remaining balance due November 18, 1999. 155,769
Bank note, collateralized by real estate mortgages, accounts
receivable, inventory, and equipment, bearing interest at the
bank's base rate, due in monthly installment of $3,205, plus
interest. Any remaining balance is due January 1, 2001. 157,045
Other notes 234,101
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Subtotal 5,129,057
Less current portion 1,297,590
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Long-term portion $ 3,831,467
==============
The bank's base rate was 8.25 percent at December 31, 1996.
Minimum principal payments on long-term debt to maturity as of December
31, 1996, are as follows:
1997 $ 1,297,590
1998 1,669,505
1999 816,001
2000 760,654
2001 202,807
2002 and after 382,500
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Total $ 5,129,057
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ATMOSPHERE ANNEALING, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
NOTE 5 - CASH FLOWS
A reconciliation of net income to net cash flows provided by operating
activities is as follows:
Net income $ 1,676,955
Adjustments to reconcile net income to net cash
from operating activities:
Depreciation and amortization 1,031,677
Loss on disposal of equipment 37,363
Provision for bad debts 631,423
(Increase) decrease in assets:
Accounts receivable (215,559)
Prepaid expenses and other (229,527)
Other assets 18,316
Increase (decrease) in liabilities:
Accounts payable 693,814
Accrued liabilities 308,886
------------
Net cash provided by operating activities $ 3,953,348
============
There were no significant noncash investing or financing activities in
1996.
NOTE 6 - HEALTH INSURANCE PLAN
The Company maintains a program of self-insurance for its health
insurance plan offered to substantially all of its employees. The cost
of the program for the year ended December 31, 1996, was approximately
$1,571,000.
The Company has made a provision for the estimated cost of health
insurance claims incurred but not yet reported as of December 31, 1996.
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ATMOSPHERE ANNEALING, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
NOTE 6 - HEALTH INSURANCE PLAN (Continued)
The Company purchases specific excess and aggregate excess insurance
for protection against losses as follows:
- Specific Excess Coverage - Provides loss coverage for
each loss in excess of $50,000 at December 31, 1996.
- Aggregate Excess Coverage - Provides coverage if the
total losses exceed a percentage of expected claims for the year.
In the event the excess insurance company is unable to meet the
obligations under the existing insurance agreement, the Company would
be liable for such defaulted amounts. While the Company cannot
categorically state that future claims will not have a material impact
on its financial position, it is not presently aware of any claims in
excess of its specific coverage.
NOTE 7 - RETIREMENT PLAN
The Company has a contributory profit sharing 401(k) plan that covers
substantially all employees. Employer contributions made to the 401(k)
plan for the year were $101,009.
NOTE 8 - STOCK REPURCHASE AGREEMENT
The Company has entered into a stock repurchase agreement where, in the
event of the death of a stockholder, the Company is to redeem the
related stock from the stockholder's estate for a predetermined price.
Life insurance policies naming the Company as beneficiary are
maintained to provide some of the necessary capital to repurchase stock
in the event of a stockholder's death.
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ATMOSPHERE ANNEALING, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
NOTE 9 - COMMITMENT
The Company has entered into a 10-year agreement (through 2004) with
another company that will provide liquid nitrogen at $9,400 per month.
Included in this agreement is an exit fee if the Company decides to
terminate the agreement. The exit fee through 1998 is $210,000. Exit
fees every year after are as follows:
1999 $ 195,000
2000 $ 175,000
2001 $ 160,000
2002 $ 125,000
2003 $ 100,000
2004 $ 75,000
NOTE 10 - SUBSEQUENT EVENTS
On January 3, 1997, the stockholders of the Company entered into an
agreement for sale of the assets and assumption of substantially all
of the liabilities of the Company, excluding certain real estate,
certain cash surrender value of life insurance policies, and cash
balances included in these financial statements. The Company changed
its legal name to BCGW, Inc., and its continued operations are
expected to consist solely of leasing real estate to the buyer.
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ADDITIONAL INFORMATION
19
To the Board of Directors
Atmosphere Annealing, Inc.
We have audited the financial statements of Atmosphere Annealing, Inc. for the
year ended December 31, 1996. Our audit was made for the purpose of forming an
opinion on the basic financial statements taken as a whole. The additional
information, as listed in the table of contents, is presented for the purpose
of additional analysis and is not a required part of the basic financial
statements. Such information has been subjected to the procedures applied in
the audit of the basic financial statements, and, in our opinion, is fairly
stated, in all material respects, in relation to the basic financial statements
taken as a whole.
PLANTE & MORAN, LLP
January 30, 1997
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ATMOSPHERE ANNEALING, INC.
SCHEDULE OF OPERATIONS BY PLANT
YEAR ENDED DECEMBER 31, 1996
CORPORATE BASSETT CANTON MT. HOPE NORTH TOTAL
OFFICE PLANT PLANT PLANT VERNON
------------ ----------- ------------ ----------- ----------- ------------
INCOME
Sales $ - $ 5,838,050 $ 12,050,589 $ 7,590,278 $ 2,230,247 $ 27,709,164
COSTS AND EXPENSES
Personnel costs 1,602,511 2,121,906 4,581,709 3,301,753 869,019 12,476,898
Administrative expenses 429,538 79,281 233,413 48,861 155,261 946,354
Processing costs - 901,417 1,195,627 1,124,678 318,679 3,540,401
Maintenance - 667,000 1,074,958 539,222 150,856 2,432,036
Supplies 7,457 236,505 517,857 333,969 215,301 1,311,089
Automobile expense 13,441 4,532 22,845 3,785 8,153 52,756
Trucking and shipping expense 57,036 108,695 227,068 57,742 136,278 586,819
Utilities and telephone 44,340 179,152 367,082 313,765 104,669 1,009,008
Insurance 643 9,586 15,256 11,330 1,991 38,806
Officers' life insurance 33,685 - - - - 33,685
Waste disposal expense - 101,777 103,343 72,906 32,991 311,017
Taxes 110,400 48,741 70,874 67,809 42,133 339,957
Interest expense 267,284 51,367 262,095 76,723 56,480 713,949
Bad debt expense 134,763 14,021 470,095 6,661 5,883 631,423
Depreciation and amortization
expense 30,925 101,292 556,006 252,413 91,041 1,031,677
Other expenses 106,754 63,656 311,389 92,069 32,699 606,567
------------ ----------- ----------- ---------- ---------- -----------
Total costs and 2,838,777 4,688,928 10,009,617 6,303,686 2,221,434 26,062,442
expenses
------------ ----------- ----------- ---------- ---------- -----------
OPERATING INCOME (LOSS) (2,838,777) 1,149,122 2,040,972 1,286,592 8,813 1,646,722
OTHER INCOME 30,233 - - - - 30,233
------------ ----------- ----------- ---------- ---------- -----------
NET INCOME (LOSS) $ (2,808,544) $ 1,149,122 $ 2,040,972 $1,286,592 $ 8,813 $ 1,676,955
============ =========== =========== ========== ========== ===========
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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.
MAXCO, INC.
(Registrant)
DATE: March 14, 1997 By: /S/VINCENT SHUNSKY
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Vincent Shunsky,
Vice President-Finance and Treasurer
(Principal Financial and Accounting
Officer)