SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-KA
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
June 17, 1996
(Date of report)
April 18, 1996
(Date of earliest event reported)
MILASTAR CORPORATION
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 1
DELAWARE 0-5105 13-2636669
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
No. 9 Via Parigi, Palm Beach, Florida 33480
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (407)655-9590
Not Applicable
Former name, former address and former fiscal year, if changed since last
report.
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Form 8-K Report filed on April
18, 1996 as set forth in the pages attached hereto:
Item 7.FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
The financial statements of New England Metal Treating, Inc., a
Massachusetts Corporation, ("New England Metal") required to be
filed pursuant to Item 7 of Form 8-K filed on April 18, 1996.
(b) Pro Forma Financial Information
Pro forma financial information, required to be filed pursuant to Item
7 of Form 8-K filed on April 18, 1996 reflecting the acquisition of
New England Metal.
ONLY THOSE ITEMS AMENDED ARE REPORTED
HEREIN. CAPITALIZED TERMS NOT OTHERWISE
DEFINED HEREIN SHALL HAVE THE MEANINGS
GIVEN TO THEM IN THE FORM 8-K FILED
ON APRIL 18, 1996.
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.
MILASTAR CORPORATION
/s/ L. MICHAEL McGURK
L. Michael McGurk
Chief Operating Officer
and President
Dated: June 17, 1996
MILASTAR CORPORATION AND SUBSIDIARIES
INTRODUCTION TO FINANCIAL STATEMENTS OF
BUSINESS ACQUIRED
New England Metal was a privately held, family-owned business and
accordingly, does not have audited financial statements available. The
financial statements included herein were made available to Milastar
Corporation (the "Company") in evaluating the acquisition and are presented
on the income tax basis of accounting. These financial statements were
reviewed by an outside independent accountant and the Company had
sufficient access to other records to satisfy itself as to the accuracy of these
statements. However, the Company has been advised that it is not
reasonably possible for its independent public accountants to audit these
financial statements. New England Metal had elected to be taxed under
the provisions of Subshapter S of the Internal Revenue Code, therefore no
provisions for corporate income tax were made. In addition, the Company
is indemnified under the terms of the Purchase Agreement for any
inaccuracies in the financial statements which may become known
subsequent to closing.
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NEW ENGLAND METAL TREATING, INC.
STATEMENTS OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY
(Unaudited)
ASSETS
April 4, September 30,
1996 1995
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Current assets:
Cash 49,240 11,207
Accounts receivable, trade . . . . . . 160,136 120,412
Inventory. . . . . . . . . . . . . . . 21,060 21,060
Total current assets . . . . . 230,436 152,679
Property and equipment:
Machinery. . . . . . . . . . . . . . . 548,664 547,208
Office equipment . . . . . . . . . . . 9,723 9,723
Transportation equipment . . . . . . . 54,505 54,505
Leasehold improvements . . . . . . . . 16,720 16,720
629,612 628,156
Less accumulated depreciation . . 545,990 518,525
83,622 109,631
Other assets:
Deposit. . . . . . . . . . . . . . . . 4,000 4,000
Intangibles, net . . . . . . . . . . . 7,084 8,334
Total other assets 11,084 12,334
Total assets 325,142 274,644
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Demand note, bank. . . . . . . . . . . 16,000
Accounts payable . . . . . . . . . . . 27,279 27,645
Accrued expenses . . 5,457 1,978
Total current liabilities. . . 32,736 45,623
Stockholders' equity:
Common stock, no par value; authorized
15,000 shares; issued and out-
standing 200 shares . . . . . . . 50,000 50,000
Additional paid-in capital . . . . . . 119,500 119,500
Retained earnings. . . . . . . . . . . 122,906 59,521
Total stockholders' equity. . . . 292,406 229,021
Total liabilities and stockholders' equity 325,142 274,644
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NEW ENGLAND METAL TREATING, INC.
STATEMENTS OF INCOME AND EXPENSES
(Unaudited)
Six Months
Ended Year Ended
April 4, September 30,
1996 1995
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Net sales. . . . . . . . . . . . . . . . . 507,470 1,027,689
Cost of sales. . . . . . . . . . . . . . . 274,145 617,737
Gross profit . . . . . . . . . . . . . . . 233,325 409,952
Operating expenses . . . . . . . . . . . . 136,546 323,831
Income from operations . . . . . . . . . . 96,779 86,121
Other expense:
Interest expense . . . . . . . . . . . (394) (3,363)
Bad debt expense . . . . . . . . . . . (44)
Total other expense (394) (3,407)
Net income . . . . . . . . . . . . . . . . 96,385 82,714
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NEW ENGLAND METAL TREATING, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Year Ended
Ended April 4, September 30,
1996 1995
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . 96,385 82,714
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization . . . . . . . 28,715 74,722
Changes in operating assets and liabilities:
Accounts receivable . . . . . . . . . . . . (39,724) (49,560)
Inventory . . . . . . . . . . . . . . . . . 3,220
Deposits. . . . . . . . . . . . . . . . . . 1,631
Accounts payable. . . . . . . . . . . . . . (366) 649
Accrued expenses. . . . . . . . . . . . . . 3,479 160
Net cash provided by operating activities. . 88,489 113,536
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment. . . . . (1,456) (52,578)
Net cash used in investing activities. . . . (1,456) (52,578)
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt reduction. . . . . . . . . . . . . . . (16,000) (32,341)
Advances from stockholders. . . . . . . . . 14,200
Distributions to stockholders . . . . . . . (33,000) (31,791)
Net cash used in financing activities. . . . (49,000) (49,932)
NET INCREASE IN CASH AND EQUIV. . 38,033 11,026
CASH AND EQUIVALENTS, BEG . . . 11,207 181
CASH AND EQUIVALENTS, ENDING. . . . . . 49,240 11,207
Supplemental disclosures of cash flow info:
Cash paid during the periods for:
Interest . . . . . . . . . . . . . . . . . 394 3,363
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MILASTAR CORPORATION AND CONSOLIDATED SUBSIDIARIES
INTRODUCTION TO PRO FORMA CONSOLIDATED
CONDENSED FINANCIAL INFORMATION
The Pro Forma Consolidated condensed Statements of Income for the
year ended April 30, 1995 and nine months ended January 31, 1996, and the
Pro Forma condensed Balance Sheet as of January 31, 1996 present the
results of operations and financial position of Milastar Corporation (the
"Company") assuming the acquisition of New England Metal Treating, Inc.
("New England Metal") had been consummated as of the beginning of the
periods indicated. The statements include all material adjustments necessary
to present the historical results based on these assumptions.
The pro forma information does not purport to be indicative of the results
of operations or the financial position which would have actually been
obtained if the acquisition had been consummated on the dates indicated. In
addition, the pro forma financial information does not purport to be indicative
of results of operations or financial positions which may be obtained in the
future.
The pro forma financial information has been prepared by the Company
and all calculations have been made by the Company based upon
assumptions deemed appropriate by the Company. Certain of these
assumptions are set forth under the Notes to Pro Forma Consolidated
Condensed Financial Statements.
The pro forma financial information should be read in conjunction with
the Company's historical Consolidated Financial Statement and Notes thereto
contained in the 1995 Annual Report on Form 10-K and the Quarterly Report
on Form 10-Q for the quarter ended January 31, 1996, and the financial
statements of New England Metal set forth on pages 3 thru 6 hereof.
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MILASTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(Unaudited)
HISTORICAL PRO
1/31/96 PER FORMA PRO
FORM 10-Q ADJUST FORMA
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Current assets:
Cash and cash equivalents . . . . 199,000 199,000
Marketable securities and other invest,
at fair value 35,000 35,000
Accounts and notes receivable:
Trade, less allowance for doubtful
accounts of $33,000. . 694,000 160,000a
94,000b 948,000
Other . . . . . . . . . . . . . 6,000 6,000
Inventory. . . . . . . . . . . . . 175,000 175,000
Prepaid expenses and other . . . . 221,000 4,000a 225,000
Total current assets. . . . . . . 1,330,000 258,000 1,588,000
Property, plant and equipment:
Land 199,000 199,000
Buildings and improvements . . . . 651,000 651,000
Equipment. . . . . . . . . . . . . 4,561,000 498,000a 5,059,000
5,411,000 498,000 5,909,000
Less accumulated depreciation . 2,324,000 75,000b 2,399,000
3,087,000 423,000 3,510,000
Other assets:
Building held for sale, net of
valuation allowance . . . . 268,000 268,000
Non-compete agreements . . . . . 44,000 96,000a
(18,000)b 122,000
Total assets . 4,729,000 759,000 5,488,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable (shareholders) . . 171,000 100,000a 271,000
Current maturities of long-term debt . 59,000 137,000a 196,000
Accounts payable . . . . . . . . 337,000 58,000a 395,000
Income taxes payable . . . . . . 5,000 5,000
Accrued payroll and benefits . . 130,000 130,000
Accrued real estate taxes. . . . 93,000 93,000
Other accrued liabilities. . . . 229,000 229,000
Total current liabilities. 1,024,000 295,000 1,319,000
Long-term debt, less current maturities. . 35,000 463,000a
(121,000)b 377,000
Total liabilities. . . . . . . . 1,059,000 637,000 1,696,000
Stockholders' equity:
Preferred stock, $1.00 par value; auth
5,000,000 shares, none issued .
Common stock - Class A, $.05 par value;
authorized 7,500,000 shares, issued
2,728,264 shares at January 31, 1996. 137,000 137,000
Note receivable from officer . . (20,000) (20,000)
Unrealized holding gains on mkt sec. . 30,000 30,000
Additional paid-in capital. . 1,666,000 1,666,000
Retained earnings. . . . . . . . 1,857,000 122,000b 1,979,000
Total stockholders' equity. . . 3,670,000 122,000 3,792,000
Total liab and stockholders'equity . . 4,729,000 759,000 5,488,000
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MILASTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
HISTORICAL
9 MONS END PRO
1/31/96 PER FORMA PRO
FORM 10-Q ADJUST FORMA
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Net sales . . . . . . . . . . . . . . . 5,020,000 767,000b 5,787,000
Cost of sales . . . . . . . . . . . . . 3,867,000 555,000b 4,422,000
Gross margin. . . . . . . . . . . . . . 1,153,000 212,000 1,365,000
Selling, general and admin expenses. . . 1,276,000 53,000b 1,329,000
Amortization of non-compete agreements. 42,000 18,000 60,000
Operating income (loss) . . . . . . . . (165,000) 141,000 (24,000)
Other income (expense):
Dividend and interest income. . . . 14,000 14,000
Interest expense. . . (24,000) (19,000)b (43,000)
Unrealized loss on valuation of
building held for sale. . (30,000) (30,000)
Income before provision for
income taxes. . . . . . . . . . . . (205,000) 122,000 (83,000)
Provision for income taxes. . . . . . .
Net income. . . . . . . . . . . . . . . (205,000) 122,000 (83,000)
Net income per common share:
Primary . . . . . . . . . . . . . . (.07) .04 (.03)
Fully diluted . . . . . . . . . . . (.07) .04 (.03)
Weighted average number of shares
outstanding during the period:
Primary. . 2,738,264 2,738,264
Fully diluted. . . . . 2,738,264 2,738,264
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MILASTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
HISTORICAL
YEAR ENDED PRO
4/30/95 PER FORMA PRO
FORM 10-K ADJUST FORMA
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Net sales . . . . . . . . . . . . . . 6,708,000 941,000b 7,649,000
Cost of sales . . . . . . . . . . . . . 5,299,000 754,000b 6,053,000
Gross margin. . . . . . . . . . . . . . 1,409,000 187,000 1,596,000
Selling, general and admin expenses. . . 1,817,000 103,000b 1,920,000
Amortization of non-compete agreements. 56,000 24,000b 80,000
Other operating expenses. . . . . . . . 31,000 31,000
Operating income (loss) . . . . . . . . (495,000) 60,000 (435,000)
Other income (expense):
Dividend and interest income. . . . 500,000 500,000
Interest expense. . . (336,000) (41,000)b (377,000)
Net gain (loss) on mkt securities. . . (281,000) (281,000)
Income (loss) before provision for income
taxes and cumulative effect of change in
accounting principles . . (612,000) 19,000 (593,000)
Provision for income taxes. . . . . . . 2,000 2,000
Net income (loss) . . . . . . . . . . . (614,000) 19,000 (595,000)
Net income (loss) per common share:
Primary . . . . . . . . . . . . . . (.22) .00 (.22)
Fully diluted . . . . . . . . . . (.22) .00 (.22)
Weighted average number of shares
outstanding during the period:
Primary. . 2,738,264 2,738,264
Fully diluted. . . . . 2,738,264 2,738,264
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MILASTAR CORPORATION AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
1.(a) To record the acquisition of New England Metal.
2.(b) To record the results of operations of New England Metal as if such
acquisition had occurred at the beginning of the periods indicated.
