SECURITIES AND CHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
HARROW INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K
relating to events occurring on February 6, 1995 as set forth in the pages
attached hereto.
(List all such items, financial statements, exhibits of other portions amended)
Item 7. Financial Statements, pro forma financial information and exhibits
(b) Pro forma financial information
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
HARROW INDUSTRIES, INC.
Date April 12, 1995 By /s/Gary L. Humphreys
Gary L. Humphreys
Vice President & Corporate
Controller
(Chief Accounting Officer)
Item 7. Financial Statements, Pro Forma Condensed Consolidated Financial
Statements and Exhibits
(b) Pro Forma Condensed Consolidated Financial Statements
The following unaudited pro forma financial statements present the historical
consolidated financial statements of the Registrant adjusted for the sale of
substantially all of the assets of the Registrant's Leigh Products Division
and all of the capital stock of its wholly-owned Canadian subsidiary, Leigh
Metal Products, Ltd. (collectively 'the Leigh businesses') for a net cash
sales price of approximately $6 million. The accompanying unaudited pro
forma condensed consolidated balance sheet and statement of operations assume
the sale was completed at the beginning of fiscal 1994. These pro forma
financial statements are not necessarily indicative of the results of
operations or the financial position which would have actually been obtained
had the sale occurred at the beginning of fiscal 1994.
<TABLE>
<CAPTION> HARROW INDUSTRIES, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
November 27, 1994
Harrow Pro Forma Adjustments Pro Forma
Industries, Leigh Consolidated
Inc. and Businesses Other Unaudited
Subsidiaries
<S> <C> <C> <C> <C>
Assets
Current Assets:
Cash and cash equivalents $919,000 $(301,0001) $(256,000)(2)
600,000 (3) 962,000
Accounts receivable 17,484,000 (2,733,000) 14,751,000
Inventories 11,461,000 (2,252,000) 9,209,000
Other current assets 1,366,000 (9,000) 360,000(4) 1,717,000
31,230,000 (5,295,000) 704,000 26,639,000
Property, plant and equipment:
Cost 41,196,000 (4,242,000) 36,954,000
Less allowances for
depreciation 22,422,000 (2,441,000) 19,973,000
18,774,000 (1,801,000) 16,973,000
Other assets:
Intangible assets 4,942,000 4,942,000
Prepaid pension costs 5,623,000 661,000(1) 6,284,000
Other 809,000 (194,000) 615,000
11,374,000 (194,000) 661,000 11,841,000
$61,378,000 $(7,290,000) $1,365,000 $55,453,000
Liabilities and stockholders' equity (deficit)
Current liabilities:
Accounts payable and
accrued expenses $14,771,000 $(1,621,000) $285,000 (4) $13,435,000
Long-term debt 45,005,000 (5,936,000)(1) 39,069,000
Other noncurrent liabilities 5,332,000 200,000(4) 5,532,000
Net assets of businesses sold (5,669,000) 5,669,000(1)
Stockholders' equity (deficit):
Junior preferred stock 4,000 4,000
Common stock 11,000 11,000
Additional paid-in capital 4,006,000 4,006,000
Retained earnings 6,485,000 800,000(1)
(256,000)(2)
600,000(3)
(125,000)(4) 7,504,000
Accumulated translation
adjustments (deduct) (128,000) 128,000(1)
Deficit arising from
restructuring
transactions (14,108,000) (14,108,000)
(3,730,000) 1,147,000 (2,583,000)
$61,378,000 $(7,290,000) $1,365,000 $55,453,000
See notes to pro forma financial statements.
</TABLE>
<TABLE>
<CAPTION> HARROW INDUSTRIES, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended November 27, 1994
Harrow Pro Forma Adjustments Pro Forma
Industries, Inc. Leigh Consolidated
and Subsidiaries Business Other (Unaudited)
<S> <C> <C> <C> <C>
Net sales $139,393,000 $(24,304,000) $115,089,000
Cost of products sold 93,076,000 (18,223,000) 74,853,000
Gross margin 46,317,000 (6,081,000) 40,236,000
Selling, administrative
and general expenses 37,558,000 (5,661,000) 31,897,000
Operating income 8,759,000 (420,000) 8,339,000
Other expenses (income):
Interest expense 6,313,000 (11,000) $ (600,000)(1) 5,702,000
Interest income (66,000) 17,000 (49,000)
Gain on sale of business (800,000)(2) (800,000)
Other (79,000) 83,000 4,000
6,168,000 (89,000) (1,400,000) 4,857,000
Earnings before income
taxes 2,591,000 (509,000) 1,400,000 3,482,000
Income taxes 976,000 (253,000) 125,000(3) 848,000
Net earnings $ 1,615,000 $(256,000) $1,275,000 $ 2,634,000
Earnings attributable
to common stock $ 1,415,000 $ 2,434,000
Net earnings per share $1.29 2.21
See notes to pro forma financial statements.
</TABLE>
HARROW INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA FINANCIAL STATEMENTS (Unaudited)
November 27, 1994
Note A - Basis of Presentation
The accompanying unaudited pro forma financial statements should be read in
conjunction with the consolidated financial statements and related notes of
Harrow Industries, Inc. (the 'Company') and subsidiaries for the year ended
November 27, 1994 included in the Annual report on Form 10-K filed with the
Securities and Exchange Commission. Certain financial information which is
normally included in financial statements prepared in accordance with
generally accepted accounting principles, but is not required for pro forma
financial statements has been condensed or omitted. The accompanying pro
forma financial statements are unaudited but, in management's opinion, all
adjustments, consisting of normal recurring adjustments and pro forma
adjustments necessary for a fair presentation, have been reflected therein.
Note B - Pro Forma Adjustments
The adjustments to the pro forma balance sheet as of November 27, 1994 are
described as follows:
(1) To reflect sale of Leigh businesses at a gain before income taxes of
$800,000 and application of the proceeds to reduce long-term debt under the
Company's revolving credit agreement.
(2) To reflect reduction in net earnings resulting from sale of the Leigh
businesses.
(3) To reflect decrease in interest expense arising from reduction in
long-term debt.
(4) To reflect income taxes resulting from sale of the Leigh businesses
including income tax benefit related to reduction in interest expense.
The adjustments to pro forma statement of operations for the fiscal year ended
November 27, 1994 are described as follows:
(1) To reflect decrease in interest expense under revolving credit agreement
arising from use of sale proceeds to reduce debt.
(2) To reflect gain on sale of the Leigh businesses.
(3) To reflect income tax effect of reduced interest expense and gain on sale
of Leigh businesses. Adjustment is made at less than the statutory federal
rate of 34% due to excess tax basis in capital stock of Canadian subsidiary
sold and utilization of a portion of its previously unrecognized net
operating loss carryforward.
