8-K/A 1 d8ka.txt AMENDMENT NO. 1 TO FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A Amendment No. 1 to Form 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 14, 2001 --------------------------------------------------------- Date of Report (date of earliest event reported) McLAREN PERFORMANCE TECHNOLOGIES, INC. -------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-16176 84-1016459 --------------- ----------- ---------------- (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 32233 West Eight Mile Road, Livonia, Michigan 48152 -------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (248) 477-6240 ------------------------------------------------------------- Registrant's telephone number, including area code -------------------------------------------------------------------------- (Former name or former address, if changed since last report) McLaren Performance Technologies, Inc. hereby amends its Form 8-K, previously filed with the Securities and Exchange Commission on April 26, 2001. ITEM 7. Unaudited pro forma financial information, financial statements of business acquired and exhibit (a) Unaudited Pro forma financial information 1. Unaudited Pro forma Condensed Consolidated Balance Sheet as of March 31, 2001. 2. Unaudited Pro forma Condensed Consolidated Statement of Operations for the six months ended March 31, 2001, 3. Unaudited Pro forma Condensed Consolidated Income Statement for the year ended September 30, 2000. (b) Financial statements of business acquired 1. The audited financial statements of 503129 Ontario, Inc. as of and for the years ended September 30, 2000 and 1999. 2. The Unaudited Balance Sheet of 503129 Ontario, Inc. as of March 31, 2001 and Statement of Operations for the six months ended March 31, 2001. (c) Exhibit 23.1 Consent of Ernst & Young LLP 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. McLAREN PERFORMANCE TECHNOLOGIES, INC. Date: August 14, 2001 By: /s/ Chris Panzl ----------------------------------------- Chris Panzl, Chief Financial Officer MCLAREN PERFORMANCE TECHNOLOGIES, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2001

MCLAREN PERFORMANCE TECHNOLOGIES, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT FOR THE SIX MONTHS ENDED MARCH 31, 2001

MCLAREN PERFORMANCE TECHNOLOGIES, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED SEPTEMBER 30, 2000

NOTES TO THE UNAUDITED PROFORMA BALANCE SHEET AS OF MARCH 31,2001 (1) To translate the balance sheet of 503129 Ontario, Inc. from Canadian dollars to U.S. dollars. (2) To finance the acquisition the Company borrowed $2,388,000 from an unaffiliated bank. A portion of these proceeds totaling $488,000 was used to pay existing debt of 503129 Ontario, Inc. (3) To reflect the acquisition of 503129 Ontario, Inc. for $3,892,000, consisting of $2,381,000 of cash, $1,194,000 of subordinated debt and $317,000 in aggregate value of common stock. NOTES TO THE UNAUDITED PROFORMA INCOME STATEMENTS FOR THE YEAR ENDED SEPTEMBER 30, 2000 AND THE SIX MONTHS ENDED MARCH 31, 2001 (1) To translate the income statements of 503129 Ontario, Inc. from Canadian dollars to U.S. dollars. (2) To finance the acquisition the Company borrowed $2,388,000 from an unaffiliated bank. A portion of these proceeds totaling $488,000 was used to pay existing debt of 503129 Ontario, Inc. These notes accrue interest at 1/2% over prime. This adjustment reflects the additional interest expense to be incurred from these borrowings. (3) The acquisition results in the valuation of fixed assets at fair market value and the recognition of goodwill for the excess of the aggregate purchase price paid over the fair value of the net assets acquired. This adjustment reflects an estimated increase in depreciation expense of $73,000 and $68,000 for the year ended September 30, 2000 and the six months ended March 31, 2001, respectively. It also reflects the amortization of goodwill over a twenty year period. Additional goodwill expense is estimated to be $70,000 for the year ended September 30, 2000 and $35,000 for the six months ended March 31, 2001. (4) This adjustment reflects the effect of the above proforma adjustments on income tax expense. It also reflects the effect of an increase in the effective tax rate of 503129 Ontario, because it will no longer be allowed to take advantage of some rate reductions given to privately held companies under Canadian tax laws. Report of Independent Auditors The Board of Directors Ontario 503129, Inc. We have audited the accompanying consolidated balance sheets of Ontario 503129, Inc. and subsidiary as of September 30, 2000 and 1999, and the related consolidated statements of income and changes in retained earnings and cash flows for the years 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 audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. 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 audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Ontario 503129, Inc. and subsidiary at September 30, 2000 and 1999, and the consolidated results of operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States. /s/ Ernst & Young LLP Detroit, Michigan August 1, 2001 503129 Ontario, Inc. Consolidated Balance Sheets September 30, 2000 and 1999

See accompanying notes. 503129 Ontario, Inc. Consolidated Statement of Income and Changes in Retained Earnings Year ended September 30 2000 1999 ----------- ----------- Revenue C$5,477,457 C$6,286,044 Cost of sales 3,206,115 3,536,631 ----------- ----------- Gross profit 2,271,342 2,749,413 Selling, general and administrative 1,360,120 1,551,410 Depreciation 516,890 507,610 ----------- ----------- Operating profit 394,332 690,393 Interest expense, net 187,017 179,826 (Gain)/Loss on Sale of Assets (13,654) 50,773 ----------- ----------- Income before income taxes 220,969 459,794 Income tax expense 90,193 65,341 ----------- ----------- Net income 130,776 394,453 Retained earnings at beginning of year 2,669,783 2,275,330 ----------- ----------- Retained earnings at end of year C$2,800,559 C$2,669,783 =========== =========== See accompanying notes. 503129 Ontario, Inc. Consolidated Statement of Cash Flows Year ended September 30

See accompanying notes. Notes to the Financial Statements (1) Summary of Significant Accounting Policies Description of Business and Basis of Presentation 503129 Ontario, Inc. and its wholly owned subsidiary, Dart Machine Limited, (collectively referred to as the "Company"), provide CNC machining services of cast iron and aluminum castings for automotive and aftermarket customers. The company operates as one business segment - CNC Machining. The accompanying consolidated financial statements include the accounts and operations of the Company. Intercompany accounts and transactions have been eliminated in consolidation. All dollar amounts are stated in Canadian dollars unless otherwise indicated. Property, Plant and Equipment Property, plant and equipment are stated at cost. The Company uses accelerated methods of depreciation. The building is depreciated over 30 years. All other property and equipment is depreciated over 5 to 10 years. Depreciation includes amortization of amounts related to capital leases. Property, plant and equipment at September 30 consist of the following: 2000 1999 ----------- ----------- Land C$ 167,000 C$ 167,000 Building 1,522,246 1,522,246 Machinery and equipment 6,809,316 6,804,506 Office equipment and computers 112,343 108,559 Automotive 33,666 33,666 ----------- ----------- 8,644,571 8,635,977 Less accumulated depreciation (5,585,454) (5,068,564) ----------- ----------- C$3,059,117 C$3,567,413 =========== =========== Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Inventories Purchased inventories are stated at the lower of cost (determined by the first-in, first-out method) or market. (1) Summary of Significant Accounting Policies (continued) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. Revenue Recognition The Company recognizes revenue when goods are shipped to the customers. Shipping and Handling Costs Shipping and handling costs are included in cost of sales. (2) Concentration of Credit Risk, Major Customers and Geographic Information Financial instruments that potentially subject the Company to a concentration of credit risk consist mainly of accounts receivable. Concentrations of credit risk with respect to receivables are limited due to the geographically diverse customer base. The Company routinely assesses the financial strength of their customers and does not require collateral or other security to support customer receivables. Credit losses are provided for in the consolidated financial statements in the form of an allowance for doubtful accounts. The Company generates revenue principally from customers in the automotive industry located in North America. Revenues and accounts receivable from customers for which revenues exceeded 5% of total revenues for the years presented are summarized as follows: 2000 1999 ----------- ----------- World Products, Inc Revenues for the year C$2,272,647 C$3,267,581 Accounts Receivable at end of year 716,528 288,905 General Motors Corporation Revenues for the year 1,163,178 236,132 Accounts Receivable at end of year 761,355 158,157 Daimler-Chrysler Corporation Revenues for the year 1,068,734 1,938,914 Accounts Receivable at end of year 256,879 439,323 Ford Motor Corporation Revenues for the year 494,226 580,283 Accounts Receivable at end of year 149,979 54,046 (3) Leases The Company leases certain machinery under agreements that expire in 2004. The leases have been accounted for as capital leases for financial reporting purposes. Future minimum lease payments under the leases consist of the following: Year ending September 30: 2001 C$ 275,289 2002 275,289 2003 275,289 2004 126,173 ----------- Total minimum lease payments 952,040 Less amounts representing interest (151,247) ----------- Present value of net minimum lease payments (including C$203,767 classified as current) C$ 800,793 =========== Assets capitalized under capital lease obligations, included with machinery and equipment in Note 2, are as follows at September 30: 2000 1999 ----------- ----------- Machinery and equipment C$ 996,749 C$ 996,749 Accumulated amortization 279,090 99,675 ----------- ----------- C$ 717,659 C$ 897,074 =========== =========== (4) Long-term Debt Long-term debt at September 30 consists of the following:

The Company's land and building, certain machinery and guarantees of certain officers secure the debenture. A general security agreement and a second mortgage on the Company's land and building secure the term bank loan. Aggregate maturities of long-term debt for each of the years following September 30, 2000 are: 2001--C$142,200, 2002--C$138,024, 2003--C$263, 534, 2004--C$29,664, thereafter--C$112,242. In addition, the Company has an available line of credit which provides for borrowings up to C$400,000. The line of credit is secured by the general security agreement and bears interest at prime plus 1.75%. Borrowings under the line were C$103,000 and C$13,000 at September 30, 2000 and 1999, respectively. (5) Income Taxes Income tax expense for the years ended September 30 consist of: 2000 1999 --------- --------- Current: Federal C$ 40,200 C$ 60,250 Provincial 36,343 27,441 --------- --------- 76,543 87,691 Total Deferred 13,650 (22,350) --------- --------- Total income tax provision C$ 90,193 C$ 65,341 ========= ========= The tax effects of temporary differences that give rise to significant portions of deferred taxes are attributable to property, plant and equipment. (6) Related Party Transactions The note payable to shareholder bears no interest and no specified repayment terms. The majority shareholder of the Company (prior to being purchased by McLaren Performance Technologies -- see note 7) owns a non-controlling interest in World Products, Inc. the largest customer of the Company. (7) Subsequent Event On April 11, 2001, the Company was purchased by McLaren Performance Technologies. 503129 Ontario, Inc. Consolidated Balance Sheets March 31, 2001 (Unaudited) March 31, 2001 ----------- Assets Current assets: Cash C$ 564,403 Trade accounts receivable 1,264,956 Other receivables 38,641 Inventory 657,372 Refundable income taxes 149,881 ----------- Total current assets 2,675,252 Net property, plant and equipment 3,563,393 ----------- Total assets C$6,238,645 =========== Liabilities and Stockholders' Equity Current liabilities: Line of credit C$ 120,000 Current maturities of long-term debt 124,666 Current portion of capital lease obligations 203,767 Accounts payable 401,336 Other accrued liabilities 331,519 Bonuses payable -- Note payable to stockholder 303,136 ----------- Total current liabilities 1,484,424 Long-term debt, less current maturities 1,075,408 Capital lease obligations, less current portion 597,026 Deferred income taxes 238,100 Stockholders' equity: Common stock, $1 par value, authorized 20,000 shares, issued and outstanding 4 shares 4 Retained earnings 2,843,683 ----------- Total stockholders' equity 2,843,687 ----------- Total liabilities and stockholders' equity C$6,238,645 =========== 503129 Ontario, Inc. Consolidated Statement of Income and Retained Earnings (Unaudited) Six months ended March 31, 2001 ---------------- Revenue C$ 4,013,355 Cost of sales 3,140,200 ------------ Gross profit 873,155 ------------ Selling, general and administrative 659,297 Depreciation and amortization 207,431 ------------ 866,728 ------------ Operating profit 6,427 Other income (107,865) Interest expense, net 58,414 ------------ Income before income taxes 55,878 Income tax expense 12,754 ------------ Net income 43,124 Retained earnings at beginning of period 2,800,559 ------------ Retained earnings at end of period C$ 2,843,683 ============

MCLAREN PERFORMANCE TECHNOLOGIES INC 8-K/A