SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO 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 17, 1995
_______________
AMETECH, INC.
________________________________________________________________
(Exact name of registrant as specified in Charter)
Oklahoma
________________________________________________________________
(State or other jurisdiction of incorporation)
0-19009 73-0766924
____________ _________________
(Commission (I.R.S. Employer
File No.) Identification
No.)
1813 Southeast 25th Street, Oklahoma City, Oklahoma 73129
________________________________________________________________
(Address of principal executive offices) (Zip Code)
(405) 677-8781
_______________________________________________________________
Registrant's telephone number, including area code
Not applicable
________________________________________________________________
(Former name or former address, if changed since
last report)
<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
Dwight Trucking, Inc.
Page
Independent Auditors' Report F-1
Balance Sheet, June 30, 1995 F-2
Statements of Operations, Year ended June 30, 1995 F-3
Statements of Stockholders' (Deficit) Equity F-4
Statements of Cash Flows, Year ended June 30, 1995 F-5
Notes to Financial Statements F-6 - F-9
(b) Pro Forma Financial Information. The following
unaudited pro forma information has been included as required by
the rules of the Securities and Exchange Commission and is
provided for comparative purposes only. The unaudited pro forma
information presented is based upon and should be read in
conjunction with the respective historical financial statements
and related notes thereto of each of the Registrant and Dwight
Trucking. The pro forma information presented does not purport
to represent the actual results which would have occurred if the
acquisition of Dwight Trucking, Inc. had been consummated on the
dates before the periods indicated, nor is it indicative of the
operating results in any future period.
<TABLE>
<S> <C>
Introduction P-1
Pro-Forma Condensed Consolidated Balance Sheet -
Unaudited, June 30, 1995 P-2
Pro-Forma Condensed Consolidated Statements of
Operations - Unaudited, Year Ended December 31,
1994 P-3
Pro-Forma Condensed Consolidated Statements of
Operations - Unaudited, Six Months Ended
June 30, 1995 P-4
Notes to Pro Forma Condensed Consolidated Financial
Statements - Unaudited P-5
</TABLE>
<PAGE>
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.
AMETECH, INC.
________________________
(Registrant)
October 31, 1995. By /s/ Carl B. Anderson, Jr.
________________________
Carl B. Anderson, Jr.
Chairman of the Board
<PAGE>
Report of Independent Certified Public Accountants
Board of Directors
Dwight Trucking, Inc.
We have audited the accompanying balance sheet of Dwight
Trucking, Inc. (a California corporation), as of June 30, 1995,
and the related statements of earnings, 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 Dwight Trucking, Inc., as of June 30, 1995, and the results of
its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.
/s/ Grant Thornton LLP
Oklahoma City, Oklahoma
September 28, 1995
F-1
<PAGE>
BALANCE SHEET
June 30, 1995
<TABLE>
ASSETS
<S> <C>
CURRENT ASSETS
Cash and cash equivalents (note A1) $ 51,413
Accounts receivable 336,102
Prepaid expenses 35,261
_________
Total current assets 422,776
PROPERTY AND EQUIPMENT - AT COST (notes A2 and B)
Leasehold improvements 32,663
Tractors and trucks 613,278
Trailers 322,519
Shop equipment 22,533
Office equipment 54,416
Vehicles 28,061
_________
1,073,470
Less accumulated depreciation 688,834
__________
384,636
__________
$ 807,412
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 18,145
Income taxes payable 516
Current maturities of long-term obligations (note B) 23,000
Deferred income taxes (note C) 84,935
__________
Total current liabilities 126,596
DEFERRED INCOME TAXES (note C) 8,402
LONG-TERM OBLIGATIONS, net of current maturities (note B) 28,000
STOCKHOLDERS' EQUITY (note E)
Common stock - $1 par value; authorized, 10,000 shares;
issued and outstanding, 2,000 shares 2,000
Additional paid-in capital 2,000
Retained earnings 640,414
_________
644,414
__________
$ 807,412
==========
</TABLE>
The accompanying notes are an integral part of this statement
F-2
<PAGE>
STATEMENT OF EARNINGS
Year ended June 30, 1995
<TABLE>
<S> <C>
REVENUES
Transportation services $2,038,597
Other 68,738
__________
2,107,335
COSTS AND EXPENSES
Operating 1,327,953
Cost of transportation services 501,346
Depreciation 111,939
Interest 13,910
_________
1,955,148
_________
Earnings before income taxes 152,187
INCOME TAX EXPENSE (note C)
Current 5,462
Deferred 34,672
_________
40,134
_________
NET EARNINGS $ 112,053
==========
</TABLE>
The accompanying notes are an integral part of this statement
F-3
<PAGE>
STATEMENT OF STOCKHOLDERS' EQUITY
Year ended June 30, 1995
<TABLE>
Additional
Common paid-in Retained
stock capital earnings Total
________ ________ ________ _______
<S> <C> <C> <C> <C>
Balance at July 1, 1994 $ 2,000 $ 2,000 $528,361 $532,361
Net earnings - - 112,053 112,361
_______ _________ ________ ________
Balance at June 30, 1995 $ 2,000 $ 2,000 $640,414 $644,414
======== ========= ======== ========
</TABLE>
The accompanying notes are an integral part of this statement
F-4
<PAGE>
STATEMENT OF CASH FLOWS
Year ended June 30, 1995
<TABLE>
<S> <C>
Increase (Decrease) in Cash and Cash Equivalents
Cash flows from operating activities
Net earnings $112,053
Adjustments to reconcile net earnings to net cash
provided by operating activities
Depreciation 111,939
Gain on sale of equipment (61,178)
Deferred income taxes 34,672
Increase in
Accounts receivable (8,882)
Prepaid expenses (3,403)
Increase (decrease) in
Accounts payable and accrued liabilities (87,067)
Income taxes payable 516
__________
Net cash provided by operating activities 98,650
Cash flows from investing activities
Acquisitions of property and equipment (92,840)
Proceeds from sale of equipment 93,677
__________
Net cash provided by investing activities 837
Cash flows from financing activities
Payments on long-term obligations (74,000)
__________
NET INCREASE IN CASH AND
CASH EQUIVALENTS 25,487
Cash and cash equivalents at beginning of year 25,926
__________
Cash and cash equivalents at end of year $ 51,413
==========
Supplemental Disclosures of Cash Flow Information
Cash paid for interest $ 13,910
==========
Cash paid for income taxes $ -
==========
</TABLE>
The accompanying notes are an integral part of this statement
F-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
June 30, 1995
NOTE A - SUMMARY OF ACCOUNTING POLICIES
Dwight Trucking, Inc. (the Company) is a California
corporation engaged primarily in the transportation of hazardous
waste. The Company grants credit to customers, which are
primarily located in California and Utah, on an unsecured basis.
A summary of the significant accounting policies consistently
applied in the preparation of the accompanying financial
statements follows.
1. Cash Equivalents
The Company considers all highly liquid debt instruments
purchased with a maturity of three months or less to be cash
equivalents.
2. Property and Equipment
Depreciation of transportation and other equipment is computed
using accelerated methods over the estimated useful lives of the
respective assets, which range from five to seven years.
Leasehold improvements are depreciated on the straight-line
method over 31 years.
Expenditures for repairs and maintenance are charged to
expense when incurred, whereas major betterments are capitalized.
3. Income Taxes
Deferred taxes are provided on temporary differences between
the tax basis of an asset or liability and its reported amount in
the financial statements that will result in taxable or
deductible amounts in future years. Deferred income tax assets
or liabilities are determined by applying the presently enacted
tax rates and laws. A valuation allowance is provided on
deferred tax assets when it is more likely than not that all or a
portion of the deferred tax assets will not be realized.
F-6
<PAGE>
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 1995
NOTE B - LONG-TERM OBLIGATIONS
<TABLE>
<S> <C>
Long-term obligations consist of the following:
Note payable, due in monthly installments of $1,000,
plus interest at 1% over the lender's prime rate (10%
at June 30, 1995), and due September 1, 1995; collat-
eralized by a tractor $ 2,000
Note payable, due in monthly installments of $1,000,
plus interest at 1% over the lender's prime rate (10%
at June 30, 1995), and due November 1, 1998; collater-
alized by a tractor 40,000
Note payable, due in monthly installments of $1,000,
plus interest at 1% over the lender's prime rate (10%
at June 30, 1995), and due April 1, 1996; collateralized
by a tractor 9,000
________
51,000
Less current maturities 23,000
________
$ 28,000
========
</TABLE>
At June 30, 1995, the aggregate yearly maturities due on long-
term obligations are as follows:
<TABLE>
<S> <C>
Year ending June 30
1996 $ 23,000
1997 12,000
1998 12,000
1999 4,000
________
$ 51,000
========
</TABLE>
F-7
<PAGE>
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 1995
NOTE C - INCOME TAXES
The components of income tax expense for the year ended
June 30, 1995 were as follows:
<TABLE>
<S> <C>
Current
Federal $ 2,306
State 3,156
________
5,462
Deferred 34,672
________
$ 40,134
=========
</TABLE>
Net deferred income tax assets and liabilities were comprised
of the following at June 30, 1995:
<TABLE>
<S> <C>
Deferred tax assets
Accrual basis expenses expensed on cash basis
for tax purposes $ 4,409
Valuation allowance -
Deferred tax liabilities
Prepaid expenses expensed for tax purposes (7,671)
Accounts receivable recognized on a cash basis
for tax purposes (81,673)
Depreciation (8,402)
_________
Net deferred income tax liability $(93,337)
=========
Changes in valuation allowance for the year $ -
=========
</TABLE>
The following summary reconciles income tax expense at the
federal statutory tax rate with the actual income tax expense:
<TABLE>
<S> <C>
Income taxes at statutory rate $ 51,743
Increase (decrease) in taxes resulting from
State taxes 16,427
Effect of graduated rates (29,059)
Other 1,023
_________
Total taxes on income $ 40,134
=========
</TABLE>
F-8
<PAGE>
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 1995
NOTE D - TRANSACTION WITH RELATED PARTY
The Company leases certain real property used in its
operations from Dale Dwight, a related party. Monthly lease
payments for the year ended June 30, 1995 were $3,000 and total
rent under this lease amounted to $36,000 for the year ended June
30, 1995. The lease, as revised effective July 1, 1995, will
expire June 30, 2000 and requires a monthly rent of $2,900. The
lease also provides for a five-year renewal option with payments
during this extended period to be adjusted for certain price
indices.
Future minimum lease payments for each of the next five fiscal
years will be $34,800.
The Company leases certain trucks and equipment from the same
related party for $3,400 per month. The lease expired May 31,
1993 and is renewable on a yearly basis. Total equipment rent
paid to Dale Dwight for the fiscal year ended June 30, 1995
amounted to $40,800.
NOTE E - SUBSEQUENT EVENT
On August 17, 1995, all the issued and outstanding common
stock of the Company was sold to Environmental Transportation
Services, Inc., resulting in a change of control.
F-9
<PAGE>
Unaudited Pro-Forma Consolidated
Financial Information
AMETECH, Inc. and Subsidiaries
and
Dwight Trucking, Inc.
The following unaudited pro-forma consolidated balance sheet as
of June 30, 1995 and pro-forma statements of operations for the
year ended December 31, 1994, and the six months ended June 30,
1995, give effect to the acquisition of all of the outstanding
capital stock of Dwight Trucking, Inc. ("Dwight") by the
company's wholly owned transportation subsidiary, Environmental
Transportation Services, Inc.("ETS").
The acquisition of Dwight has been accounted for as a purchase
under generally accepted accounting principles. As a result, the
Company has allocated the total cost of the acquisition to the
acquired assets and assumed liabilities, based on their relative
fair values and will include the results of operations of Dwight
in the Company's consolidated financial statements from the
effective date.
The pro-forma consolidated financial statements do not purport to
be indicative of the results that would actually have been
obtained if the combination had been in effect on the dates
indicated, or that may be obtained in the future. The pro-forma
calculations presented are for comparative purposes only. The
pro-forma statements are based upon the financial statements of
the Company and Dwight and should be read in conjunction with
those financial statements and related notes.
P-1
<PAGE>
AMETECH, INC. AND SUBSIDIARIES
AND DWIGHT TRUCKING, INC.
PRO-FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 1995
<TABLE>
HISTORICAL PRO-FORMA
__________________ _____________________
AMETECH DWIGHT ADJUSTMENTS COMBINED
_________ ________ ___________ _________
(Unaudited) (Unaudited)
ASSETS
______
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,000 $ 52,000 $ 109,000 (1) $ 162,000
Accounts receivable 3,543,000 336,000 (281,000)(1) 3,598,000
Prepaid expenses and other 869,000 35,000 (14,000)(1) 890,000
_________ ________ _________
Total Current Assets 4,413,000 423,000 4,650,000
_________ _______ _________
PROPERTY AND EQUIPMENT,
At cost, net of
Accumulated depreciation 10,734,000 384,000 509,000 (1) 11,627,000
__________ _______ __________
OTHER ASSETS, net of
accumulated amortization 185,000 0 263,000 (1) 448,000
__________ _______ _________
$15,332,000 $807,000 $16,725,000
=========== ======== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
____________________________________
CURRENT LIABILITIES:
Accounts payable and
accrued liabilities $ 1,748,000 $104,000 $129,000(1) $ 1,981,000
Current maturities of
long-term obligations 2,770,000 23,000 267,000(1) 3,060,000
___________ ________ ________ __________
Total Current Liabilities 4,518,000 127,000 5,041,600
___________ ________ __________
DEFERRED INCOME TAXES 960,000 8,000 204,000(1) 1,172,000
___________ ________ __________
LONG-TERM OBLIGATIONS,
net of current maturities 4,488,000 28,000 630,400(1) 5,146,000
___________ _______ __________
STOCKHOLDERS' EQUITY: 5,366,000 644,000 (644,000)(1) 5,366,000
___________ _______ __________
$15,332,000 $807,000 $16,725,000
=========== ======== ===========
</TABLE>
See accompanying footnotes to unaudited pro-forma financial statements
P-2
<PAGE>
AMETECH, INC. AND SUBSIDIARIES
AND DWIGHT TRUCKING, INC.
PRO-FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
HISTORICAL PRO-FORMA
__________________ _____________________
AMETECH DWIGHT ADJUSTMENTS COMBINED
1994 1994
_________ ________ ___________ _________
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
REVENUES $14,945,000 $1,938,000 $16,883,000
COSTS AND EXPENSES 14,792,000 1,900,000 18,000 (2) 16,841,000
__________ _________ 21,000 (3) ___________
110,000 (4)
EARNINGS BEFORE INCOME
TAX EXPENSE 153,000 38,000 42,000
____________ __________ ___________
INCOME TAX EXPENSE 73,000 1,000 (44,000)(5) 30,000
____________ __________ ___________
NET EARNINGS $ 80,000 $ 37,000 $ 12,000
============ ========== ===========
EARNINGS PER COMMON
SHARE:
Earnings per common
share $0.01 $0.00
============ ===========
Weighted average
shares outstanding 13,655,901 13,655,901
============ ===========
</TABLE>
See accompanying footnotes to unaudited pro-forma financial statements
P-3
<PAGE>
AMETECH, INC. AND SUBSIDIARIES
AND DWIGHT TRUCKING, INC.
PRO-FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1995
(Unaudited)
<TABLE>
HISTORICAL PRO-FORMA
__________________ _____________________
AMETECH DWIGHT ADJUSTMENTS COMBINED
_________ ________ ___________ _________
<S> <C> <C> <C> <C>
REVENUES $ 8,297,000 $ 954,000 $9,251,000
___________ _________ ___________
COSTS AND EXPENSES 8,178,000 887,000 9,000 (2) 9,118,000
__________ _________ 9,000 (3)___________
(46,000)(4)
EARNINGS BEFORE INCOME
TAX EXPENSE 119,000 67,000 133,000
____________ __________
INCOME TAX EXPENSE 49,000 40,000 (14,000)(5) 75,000
____________ __________ ___________
NET EARNINGS $ 70,000 $ 27,000 $ 58,000
============ ========== ===========
EARNINGS PER COMMON
SHARE:
Earnings per common
share $0.01 $0.00
============ ===========
Weighted average
shares outstanding 13,719,727 13,719,727
============ ===========
</TABLE>
See accompanying footnotes to unaudited pro-forma financial statements
P-4
<PAGE>
(1) To reflect the purchase of all the outstanding stock of
Dwight and to allocate the Purchase Price to the acquired assets
of Dwight based on their relative estimated fair value. At the
Closing Date the Company paid approximately $1,217,000 of the
Purchase Price, with approximately $161,000 being from cash held
by Dwight, $233,000 from working capital and the balance through
borrowings under the Company's equipment line of credit.
Approximately $55,000 of the Purchase Price, being an amount
equal to the Receivables, is to be paid in installments on or
before the fifth business day of each month following the Closing
Date.
(2) To reflect the amortization of good will over fifteen (15)
years.
(3) To reflect the change in depreciation expense due to the
allocation of the purchase price to the acquired assets based on
their relative estimated fair values.
(4) To reflect increased interest costs due to debt used to fund
the acquisition.
(5) To reflect tax effect of increased interest costs.
P-5
