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 AND EXCHANGE
ACT OF 1934
Date of Report: November 20, 1995
CARVER CORPORATION
(Exact Name of Registrant as specified in its charter)
WASHINGTON 91-1043157
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
20121 - 48th Avenue West, Lynnwood, WA 98036
(Address of principal executive offices) (Zip Code)
(206) 775-1202
(Registrant's telephone number, including area code)
Item 7. Financial Statements
The following pro forma balance sheet for the period ended September 30, 1995
and statements of income for the year ended December 31, 1994 and nine months
ended September 30, 1995 gives effect to the sale by Carver Corporation to
Phoenix Gold International Inc. of certain assets, both tangible and
intangible, used in the marketing and manufacture of amplifiers for the
professional sound market as though the acquisition were effective at the
end of the year (for balance sheet presentation) and at the beginning of
the year (for statement of income presentation). The statements give effect to
the acquisition under the purchase method of accounting and the assumptions in
the accompanying notes. Carver Corporation asserts that specific identification
of certain cost of sales, general and administrative expenses, and selling
expenses is not practical. Accordingly, a reasonable method of allocating
these expenses to the professional market has been performed using the
proportional cost method (to sales).
The pro forma statements may not be indicative of the results that would have
occurred if the asset sale had been effective on the date indicated or of the
results that may be obtained in the future. The pro forma statements should be
read in conjunction with the financial statements and notes thereto of the
Company included in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 and the Company's Form 10-Q for the interim period
ended September 30, 1995.
A complete description of this transaction and accompanying exhibits has been
filed on Form 8-K dated December 5, 1995 and is incorporated herein by
reference.
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PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
CARVER CORPORATION
at September 30, 1995
(Unaudited)
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ASSETS Phoenix
Historical Gold(a) Other Pro Forma
Current assets
Cash and cash equivalents $ 52,000 $ $ 1,673,000(b) $ 1,725,000
Accounts receivable 2,713,000 2,713,000
Inventories 6,121,000 (739,000) 5,382,000
Other current assets 443,000 (2,000) 441,000
Total current assets 9,329,000 (741,000) 1,673,000 10,261,000
Property and equipment,
less accumulated
depreciation 2,354,000 (5,000) 2,349,000
Other assets 1,261,000 (6,000) 350,000(c) 1,605,000
Total assets $ 12,944.000 $ (752,000) $ 2,023,000 $ 14,215,000
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current liabilities
Note payable $ 1,884,000 $ $ $ 1,884,000
Accounts payable 1,218,000 96,000(d) 1,314,000
Accrued liabilities 556,000 100,000(d) 656,000
Total current liabilities 3,658,000 196,000 3,854,000
Long-term debt 833,000 833,000
Total liabilities 4,491,000 196,000 4,687,000
Total shareholder's equity 8,453,000 1,075,000(e) 9,528,000
Total liabilities and
shareholder's equity $ 12,944,000 $ $ 1,271,000 $ 14,215,000
(a) To eliminate assets and liabilities included in the balance sheet and sold
to Phoenix Gold International as of September 30, 1995.
(b) Represents cash related to the purchase price.
(c) Represents deferred purchase price.
(d) Represents transaction costs & liabilities obtained by the Company related
to the transaction.
(e) Represents excess of purchase price over fair value of net assets acquired
less expenses and accrued liabilities.
Note:
Non-recurring severance charges of approximately $200,000 and inventory write
downs of approximately 100,000 that are a result of the discontinuation of the
Company's manufacture and marketing of professional amplifiers have not been
included in these financial statements.
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CARVER CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
Nine Months Ended September 30, 1995
(Unaudited)
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Professional Pro
Company Only Forma
Net sales $ 14,655,000 $ 5,125,000 $ 9,530,000
Cost of sales 11,689,000 4,263,000 7,426,000
Gross Profit 2,966,000 862,000 2,104,000
Operating expense
Selling 2,750,000 579,000 2,171,000
General & administrative 1,294,000 354,000 940,000
Engineering, research 685,000 209,000 476,000
and development
4,729,000 1,142,000 3,587,000
Loss from operations (1,763,000) (28,000) (1,483,000)
Other income (expense) (323,000) (120,000) (203,000)
Loss before income tax (2,086,000) (400,000) (1,686,000)
Income tax benefit 0
Net loss $ (2,086,000) $ (400,000) (1,686,000)
Loss per share $ ( 0.57) ( 0.46)
Shares used in
per share calculation 3,679,000 3,679,000
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<TABLE>
CARVER CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
Twelve Months Ended December 31, 1994
(Unaudited)
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Professional Pro
Company Only Forma
Net sales $ 22,171,000 $ 5,748,000 $ 16,423,000
Cost of sales 17,495,000 4,785,000 12,710,000
Gross Profit 4,676,000 963,000 3,713,000
Operating expense
Selling 3,827,000 1,133,000 2,694,000
General & administrative 1,780,000 745,000 1,035,000
Engineering, research 1,164,000 494,000 670,000
and development
6,771,000 2,372,000 4,399,000
Loss from operations (2,095,000) (1,409,000) (686,000)
Other income (expense) (778,000) (168,000) (610,000)
Loss before income tax (2,873,000) (1,577,000) (1,296,000)
Income tax benefit 0 0
Net loss $ (2,873,000) $(1,577,000) $(1,296,000)
Loss per share $ ( 0.78) ( 0.35)
Shares used in
per share calculation 3,678,000 3,678,000
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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 here unto duly authorized.
CARVER CORPORATION
Dated: February 2, 1996
/s/ Sandra L. Jenkins
Sandra L. Jenkins
Vice President - Finance
(Principal Financial and
Accounting Officer)
