<PAGE>
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 Act of 1934
Date of Report (Date of earliest event reported): June 29, 1995.
Williams Controls, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-18083 84-1099587
(State or other (Commission (I.R.S. Employer
jurisdiction) File Number) Identification No.)
14100 SW 72nd Avenue, Portland, Oregon 97224
(Address of principal executive offices)
Registrant's telephone number, including area code: (503) 684-8600
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.
The financial statements of Aptek Technologies, Inc. ("Aptek") for the
year ended December 31, 1994 and report of Independent Certified Public
Accountant.
The interim financial statements of Aptek for the three months ended
March 31, 1995.
(b) Unaudited pro forma financial information.
The pro forma financial statements are presented to show the results of
operations of Williams Controls, Inc. ("the Company"), Hardee, Waccamaw
Wheel, a division of Red Bluff Grain Farm Supply, Inc. ("Waccamaw"),
and Aptek Technologies, Inc. ("Aptek"), for the nine months ended June
30, 1995, and the year ended September 30, 1994, as if the acquisitions
had occurred on the first day of each respective period. The
acquisitions have been accounted for using the purchase method of
accounting.
These pro forma financial statements have been prepared for
informational purposes only and do not purport to indicate what would
have occurred had the entities been combined since the applicable date,
or what results may be in the future.
(1)(a) The transactions described above are included in the June 30, 1995
Consolidated Balance Sheet reported on Form 10Q. Therefore, a pro forma
balance sheet is not included.
(1)(b) Pro forma condensed consolidated statement of operations of the
Company, Hardee, Waccamaw, and Aptek for the nine months ended June 30,
1995.
(1)(c) Pro forma condensed consolidated statement of operations of the
Company, Hardee, Waccamaw, and Aptek for the year ended September 30,
1994.
(1)(d) Notes to pro forma condensed consolidated financial statements.
(c) Exhibits
None.
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.
Williams Controls, Inc.
September 11, 1995 /s/ Dale J. Nelson
-------------------
Dale J. Nelson, Chief Financial Officer
<PAGE>
Williams Controls, Inc.
Pro Forma Condensed Consolidated Financial Statements
(unaudited)
<PAGE>
Pro Forma Condensed
Consolidated Financial Information Williams Controls, Inc.
(unaudited)
Overview
The proforma condensed financial information includes the historical
information of the Company and the following acquisitions: Hardee Manufacturing
Company, Inc. ("Hardee"), Waccamaw Wheel ("Waccamaw"), a division of Red Bluff
Grain Farm Supply, Inc., and Aptek Technologies, Inc. ("Aptek"). The acquisition
of Hardee and Waccamaw was completed on February 3, 1995 as reported on Form
8-K. The acquisition of the business assets of Aptek was completed on April 18,
1995 and the acquisition of Aptek's property and plant was completed on June 29,
1995 as reported on Form 8-K.
The pro forma condensed consolidated statements of operations for the
nine months ended June 30, 1994 include the historical statements of operations
of the Company as reported on Form 10-Q for the quarter ended June 30, 1995;
Hardee's and Waccamaw's historical statement of operations for the period from
October 1, 1995 through December 31, 1995 (Hardee's results of operations from
January 1, 1995 to date of acquisition are not material and their results of
operations from date of acquisition (February 3, 1995) are included in the
Company's historical financial statements); and Aptek's historical statement of
operations for the period from October 1, 1995 through March 31, 1995. (Aptek's
results of operations from April 1, 1995 to date of acquisition are not material
and its results of operations from date of acquisition (April 18, 1995) are
included in the Company's historical financial statements). The pro forma
condensed consolidated statements of operations for the year ended September 30,
1994 include the pro forma consolidated results of operations as reported on
Form 8-K/A Amendment No. 1 dated February 3, 1995 and the historical statement
of operations of Aptek for the year ended December 31, 1994.
These pro forma financial statements have been prepared for
informational purposes only and do not purport to indicate what would have
occurred had the entities been combined since the applicable dates, or what
results may be in the future. The accompanying pro forma condensed consolidated
financial statements should be read in conjunction with the historical financial
statements of the Company, Hardee and Aptek (included herein).
1
<PAGE>
Pro Forma Condensed
Consolidated Statement of Operations
For the nine months ended June 30, 1995 Williams Controls, Inc.
(In thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Hardee Aptek
Pro Pro
Williams Forma Forma
Controls, Adjust- Pro Forma Adjust- Pro Forma
Inc.* Hardee ments Combined Aptek ments Combined
----------- ------- --------- --------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Sales $44,902 $1,622 $ - $46,524 $2,409 $ - $48,933
Cost of sales 31,916 869 70 (5) 32,855 1,950 150 (5) 34,955
------ ----- ------ ------ ----- ----- ------
Gross margin 12,986 753 (70) 13,669 459 (150) 13,978
------ ----- ------ ------ ------ ----- ------
Operating expenses 5,540 409 - 5,949 704 - 6,653
Other expenses, net 1,335 50 62 (6) 1,447 270 (6) 1,717
------ ------ ------ ------ ------ ------ ------
Earnings from continuing
operations before income
taxes 6,111 294 (132) 6,273 (245) (420) 5,608
Income taxes 2,245 96 (32) (7) 2,309 - (180) (7) 2,129
------ ------ ------ ------ ------- ------ ------
Earnings before minority
interest 3,866 198 (100) 3,964 (245) (240) 3,479
Minority interest
in earnings of
consolidated subsidiaries 42 - 20 (8) 62 - - 62
-------- ------- ------ ------- ------- ------ -------
Earnings from continuing
operations $ 3,824 $ 198 $(120) $ 3,902 $ (245) $ (240) $ 3,417
====== ===== ===== ====== ====== ====== ======
Earnings from continuing
operations per common
share $ .22 $ .19
======= =======
Weighted average shares
outstanding 17,600 200 (9) $17,800
====== ===== ======
<FN>
* Obtained from June 30, 1995 10Q.
See notes to unaudited pro forma condensed consolidated financial statements.
</FN>
</TABLE>
2
<PAGE>
Pro Forma Condensed
Consolidated Statement of Operations
For the year ended September 30, 1994 Williams Controls, Inc.
(In thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Pro Forma
Williams ... Pro Forma Pro Forma
Controls, Inc.* Aptek Adjustments Consolidated
-------------- ----- ----------- ------------
<S> <C> <C> <C> <C>
Sales .............................................................. $ 49,822 $ 3,760 $ -- $ 53,582
Cost of sales ...................................................... 36,557 2,269 300 (1) 39,126
-------- ------- -------- --------
Gross margin ....................................................... 13,265 1,491 (300) 14,456
-------- ------- -------- --------
Operating expenses ................................................. 6,640 929 -- 7,569
Other expenses, net ................................................ 1,380 29 540 (2) 1,949
-------- ------- -------- --------
Earnings (loss) from continuing operations
before income taxes .............................................. 5,245 533 (840) 4,938
Income taxes (benefit) ............................................. 2,000 -- (125)(3) 1,875
-------- ------- -------- --------
3,245 533 (715) 3,063
Minority interest in earnings (loss)
of consolidated subsidiaries ..................................... (60) -- -- (60)
-------- ------- -------- --------
Earnings from continuing operations ................................ $ 3,305 $ 533 $ (715) $ 3,123
======== ======= ======== ========
Earnings from continuing operations
per common share ................................................. $ .20 $ .18
======== ========
Weighted average shares outstanding ................................ 16,800 200 (4) 17,000
======== ======== ========
<FN>
* Pro Forma Williams Controls, Inc., which includes Hardee and Waccamaw,
obtained from Form 8-K/A Amendment No. 1 dated February 3, 1995.
See notes to unaudited pro forma condensed consolidated financial statements.
</FN>
</TABLE>
3
<PAGE>
Notes to Pro Forma Condensed
Consolidated Financial Statements Williams Controls, Inc.
(In thousands)
(unaudited)
Note 1.
The pro forma financial statements are presented to show the financial
position and results of operations of Williams Controls, Inc. ("the Company"),
Hardee Manufacturing Company, Inc. ("Hardee") and Waccamaw Wheel ("Waccamaw"), a
division of Red Bluff Grain Farm Supply, Inc., and Aptek Technologies, Inc.
("Aptek") as if these acquisitions by the Company had occurred on the dates
discussed in the overview. The acquisitions have been accounted for using the
purchase method of accounting.
The pro forma adjustments to the pro forma condensed consolidated
statement of operations for the year ended September 30, 1994 are as follows:
(1) Adjustments to cost of sales:
Increase in depreciation expense as
a result of purchase accounting $300
(2) Adjustments to interest expense:
Interest on loan facility at 9.0% $540
(3) To adjust income tax expense (benefit) to a combined federal
and state rate of 38%.
(4) To adjust weighted average shares outstanding for shares
issued in connection with acquisitions.
4
<PAGE>
Notes to Pro Forma Condensed
Consolidated Financial Statements Williams Controls, Inc.
(In thousands)
(unaudited)
The pro forma adjustments to the pro forma condensed consolidated
statement of operations for the nine months ended June 30, 1995 are as follows:
Hardee Aptek
------ -----
(5) Adjustments to cost of sales:
Increase in depreciation expense as a
result of purchase accounting $ 70 $150
(6) Adjustments to interest expense:
Interest on loan facility at 9.0% $ 62 $270
(7) To adjust income tax expense (benefit) to a combined federal
and state rate of 38%.
(8) To record 20% minority interest in earnings
(loss) of consolidated subsidiaries $ 20
(9) To adjust weighted average shares outstanding for shares
issued in connection with acquisitions.
5
<PAGE>
INDEPENDENT AUDITORS' REPORT
APTEK TECHNOLOGIES, INC.
December 31, 1994
<PAGE>
m.a. cabrera & company p.a.
Certified Public Accountants & Consultants
2 S. University Drive, Suite 330
Plantation, Florida 33324-3307
305/476-2008 800/226-1660
Fax 305/475-0809
INDEPENDENT AUDITORS' REPORT
Board of Directors
Aptek Technologies, Inc.
We have audited the accompanying balance sheet of Aptek Technologies, Inc. as of
December 31, 1994, and the related statements of earnings and accumulated
deficit 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 Aptek Technologies, Inc. as of
December 31, 1994, and results of its operations and its cash flows for the year
then ended in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note B to the financial
statements, the Company has suffered recurring losses from operations that raise
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
m.a. Cabrera & Company, P.A.
Plantation, Florida
February 17, 1995
<PAGE>
Aptek Technologies, Inc.
BALANCE SHEET
Periods as Indicated
<TABLE>
<CAPTION>
Unaudited
December 31, March 31,
1994 1995
------------ -----------
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash $ 41,394 $ 45,158
Accounts receivable, less allowance for
doubtful accounts of $8,000 468,008 524,253
Inventories 655,050 969,151
Prepaid expenses 17,064 12,763
----------- ------------
Total current assets 1,181,516 1,551,325
PROPERTY AND EQUIPMENT - Net 323,421 314,515
OTHER ASSETS 1,261 -
------------ -------------
$ 1,506,198 $ 1,865,840
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt,
substantially from related parties $ 198,196 $ 365,806
Accounts payable 283,343 512,256
Payroll and other taxes payable 9,040 39,813
Accrued expenses 113,203 122,261
----------- ------------
Total current liabilities 603,782 1,040,136
LONG-TERM DEBT ,substantially from
related parties 17,411 -
COMMITMENTS AND CONTINGENCY - -
STOCKHOLDERS' EQUITY
Common stock - par value $0.01; 45 shares
authorized; 41 shares outstanding 1 1
Paid in capital 4,614,298 4,614,298
Accumulated deficit (3,729,294) (3,788,595)
------------ -------------
Total stockholders' equity 885,005 825,704
------------ -------------
$ 1,506,198 $ 1,865,840
=========== ===========
<FN>
See Independent Auditor's Report.
The accompanying notes are an integral part of this statement.
</FN>
</TABLE>
<PAGE>
Aptek Technologies, Inc.
STATEMENT OF EARNINGS AND ACCUMULATED DEFICIT
Periods as Indicated
<TABLE>
<CAPTION>
Unaudited
For the year For the Three
ended months ended
December 31, March 31,
1994 1995
----------- -----------
<S> <C> <C>
NET SALES $ 3,760,056 $ 796,489
COST OF GOODS SOLD 2,268,530 546,085
----------- ------------
GROSS PROFIT ON SALES 1,491,526 250,404
OPERATING EXPENSES
Selling expenses 126,038 27,536
General and administrative expenses 746,506 266,075
Depreciation 56,610 14,153
Facilities costs - rent - -
---------- -----------
929,154 307,764
---------- -----------
Earnings (Loss) before other income (expense) 562,372 (57,360)
OTHER INCOME (EXPENSE)
Gain on sale of property and equipment, net 2,741 -
Interest expense, substantially to
related parties (32,205) (1,941)
---------- ------------
(29,464) (1,941)
---------- ------------
Earnings (Loss) before
provision for income tax 532,908 (59,301)
PROVISION FOR INCOME TAXES - -
---------- -----------
NET EARNINGS (LOSS) 532,908 (59,301)
Accumulated deficit at beginning of period (4,262,202) (3,729,294)
------------ -------------
Accumulated deficit at end of period $(3,729,294) $ (3,788,595)
=========== ============
<FN>
See Independent Auditor's Report.
The accompanying notes are an integral part of this statement.
</FN>
</TABLE>
<PAGE>
Aptek Technologies, Inc.
STATEMENT OF CASH FLOWS
Periods as Indicated
<TABLE>
<CAPTION>
Unaudited
For the year For the Three
ended months ended
December 31, March 31,
1994 1995
----------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss) $ 532,908 $ (59,301)
Adjustments to reconcile net earnings to
net cash provided by operating activities
Depreciation 56,610 14,153
Changes in assets and liabilities
(Increase) in accounts receivable - net (127,314) (56,245)
Decrease (Increase) in inventories 54,447 (314,101)
Decrease in prepaid expenses 3,356 4,301
Decrease in other assets 5,619 1,261
Increase in accounts payable 23,781 228,913
(Decrease) Increase in payroll
and other taxes payable (7,037) 30,773
(Decrease) Increase in accrued expenses (12,775) 9,058
---------- -----------
Net cash provided by (used in)
operating activities 529,595 (141,188)
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (13,320) (5,247)
Proceeds from the sale of property
and equipment 4,449 -
---------- -----------
Net cash used in investing activities (8,871) (5,247)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note and loans payable 268,760 235,000
Repayments of note and loans payable (860,682) (84,801)
---------- -----------
Net cash provided by (used in)
financing activities (591,922) 150,199
---------- -----------
NET INCREASE (DECREASE) IN CASH (71,198) 3,764
Cash at beginning of period 112,592 41,394
---------- -----------
Cash at end of period $ 41,394 $ 45,158
========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for interest $ 32,205 $ 1,941
========== ===========
Cash paid during the year for income taxes $ - $ -
========== ===========
<FN>
See Independent Auditor's Report.
The accompanying notes are an integral part of this statement.
</FN>
</TABLE>
<PAGE>
Aptek Technologies, Inc.
NOTES TO FINANCIAL STATEMENT
December 31, 1994 and March 31, 1995 (All
Balances and Amounts as of March 31, 1995 are Unaudited)
NOTE A - SUMMARY OF ACCOUNTING POLICIES
The Company is a manufacturer of thick film hybrid micro-circuitry and surface
mount printed circuit board assemblies, primarily serving the telecommunications
industry.
A summary of significant accounting policies consistently applied in the
preparation of the accompanying financial statement follows.
Inventories
The Company's inventory is comprised of raw materials, work-in-process and
finished goods and is stated at lower of cost or market. Cost is determined by
the first-in, first-out method.
Property and Equipment
Property and equipment are stated at cost. Depreciation and amortization are
provided for in amounts sufficient to relate the cost of depreciable assets to
operations over their estimated useful lives, principally using accelerated
methods.
Income Taxes
The Company in adopting SFAS No. 109, Accounting for Income Taxes has taken the
position that realization of tax benefits of both carrybacks and carryforwards
of tax credits generally will be attributable to income taxes related to
continuing operations, since the criteria for reporting a transaction as an
extraordinary item are strict and discontinued operations are not encountered
frequently.
NOTE B - GOING CONCERN
The Company in prior years has suffered recurring losses and cash flow problems.
These factors raise substantial doubt about its ability to continue as a going
concern. To date, these continuing losses have been funded by a related party
and there are no guarantees that under this current ownership structure, the
funding of past losses and cash flow deficits will continue (see Note I). In the
event that such funding ceases, the Company would have to seek alternate sources
of financing.
<PAGE>
Aptek Technologies, Inc.
NOTES TO FINANCIAL STATEMENT
December 31, 1994 and March 31, 1995 (All
Balances and Amounts as of March 31, 1995 are Unaudited)
NOTE B - CONTINUED
In addition, the Company continues to conduct its operations in facilities owned
by its shareholder at no charge to the Company, with no accrual of these costs
due to the inability of the Company to pay such costs. See Note H and I.
C - INVENTORIES
Inventory at December 31, 1994 and March 31, 1995 are summarized as follows:
December 31, March 31,
1994 1995
--------- ----------
Raw materials $ 230,517 $ 291,268
Work-in-process 319,902 572,235
Finished goods 104,631 105,648
--------- ---------
655,050 969,151
========= =========
NOTE D - PROPERTY AND EQUIPMENT
Property and equipment at December 31, 1994 and March 31, 1995 are summarized as
follows:
December 31, March 31,
1994 1995
----------- -----------
Machinery and equipment $ 903,896 $ 909,143
Furniture and fixtures 40,183 40,183
Leasehold improvements 158,458 158,458
---------- ---------
1,102,537 1,107,784
Less accumulated depreciation (779,116) (793,269)
---------- ---------
$ 323,421 $ 314,515
========== =========
NOTE E - OTHER ASSETS
Other assets at December 31, 1994 and March 31, 1995 are summarized as follows:
December 31, March 31,
1994 1995
--------- ---------
Advances $ 1,261 -
--------- ---------
$ 1,261 -
========= =========
<PAGE>
Aptek Technologies, Inc.
NOTES TO FINANCIAL STATEMENT
December 31, 1994 and March 31, 1995 (All
Balances and Amounts as of March 31, 1995 are Unaudited)
NOTE F - LONG TERM DEBT
December 31, March 31,
1994 1995
----------- ---------
Note Payable - Related Party
Unsecured; non interest bearing;
due upon demand. $ - $ 235,000
Note Payable - Related Party
Secured by manufacturing equipment;
36 monthly payments of $2,258
representing principal and interest at
10%, last payment due August, 1996. 41,452 35,664
Notes Payable - Other; Unsecured;
Interest payable quarterly at 12% with
principal due in various times during
1994. 31,760 31,760
Notes Payable - stockholder; unsecured
Interest payable at 10% due upon
demand. 142,395 63,382
--------- ---------
215,607 365,806
Less current portion 198,196 365,806
--------- ---------
$ 17,411 $ -
======== =========
Maturities of long term debt at December 31, 1994 and March 31, 1995 are as
follows:
December 31, March 31,
1994 1995
---------- ----------
1995 $ 198,196 $ -
1996 17,411 365,806
---------- ----------
$ 215,607 $ 365,806
========== ==========
<PAGE>
Aptek Technologies, Inc.
NOTES TO FINANCIAL STATEMENT
December 31, 1994 and March 31, 1995 (All
Balances and Amounts as of March 31, 1995 are Unaudited)
NOTE G - INCOME TAXES
A summary of the provision for income taxes at December 31, 1994 and March 31,
1995 follows:
December 31, March 31,
1994 1995
----------- ---------
Current:
Federal $ 171,317 $ -
State 29,035 -
--------- -------
Total 200,352 -
Utilization of net operating loss
carryforwards (200,352) -
--------- -------
Total Income Tax Expense $ - $ -
========= ========
The Company in applying its policy of the adoption of SFAS No. 109 (see Note A)
has utilized its net operating loss carryfor ward to reduce current income tax
expense. There are no sig nificant book - tax timing differences.
For tax return purposes, the Company has approximately $3,000,000 of net
operating loss carryforwards as of December 31, 1994, which will expire in the
years 2004 through 2007.
NOTE H - COMMITMENTS AND CONTINGENCIES
The Company has guaranteed the mortgage covering the premises in Deerfield
Beach, Florida on behalf of its Shareholder, Hillsboro Realty Associates for the
original loan commitment of $3,450,000. In addition, the company is paying the
mortgage payment of $34,095 per month on behalf of the shareholder.
NOTE I - RELATED PARTY TRANSACTIONS
Through 1994, the Shareholder (Hillsboro Realty Associates) and related parties
had advanced funds from time to time to the Company. This relationship continued
with the additional funding of $235,000 for the period ending March 31, 1995.
<PAGE>
Aptek Technologies, Inc.
NOTES TO FINANCIAL STATEMENT
December 31, 1994 and March 31, 1995 (All
Balances and Amounts as of March 31, 1995 are Unaudited)
NOTE I - CONTINUED
During 1993, an Officer and Director loaned monies to the Company for the
purchase of manufacturing equipment. The loan was established with specific
terms and collateral. (See Note F).
The Company conducts its operations in facilities owned by its shareholder (Note
G). The Company does not incur any facili ties charge - rent.
NOTE J - SUBSEQUENT EVENT
In February, 1995, the Company and its shareholder entered into an agreement in
principal to sell the assets or stock of the Company to an unrelated third
party.
<PAGE>
