-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CUObWGnCpZ8FQKjhaN9S8ldM4SfriC1AoW4Ivn1shzW+mWE9j9vwQa1Tb1XSlYMV y5IG2nJAf/LQUQXk3EF7VQ== 0000766177-96-000002.txt : 19960206 0000766177-96-000002.hdr.sgml : 19960206 ACCESSION NUMBER: 0000766177-96-000002 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951120 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960205 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARVER CORP CENTRAL INDEX KEY: 0000766177 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 911043157 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14482 FILM NUMBER: 96511328 BUSINESS ADDRESS: STREET 1: 20121 48TH AVE W STREET 2: P O BOX 1237 CITY: LYNNWOOD STATE: WA ZIP: 98036 BUSINESS PHONE: 2067751202 MAIL ADDRESS: STREET 1: 20121 48TH AVE CITY: LYNNWOOD STATE: WA ZIP: 98036 8-K/A 1 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. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET CARVER CORPORATION at September 30, 1995 (Unaudited) 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.
CARVER CORPORATION PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME Nine Months Ended September 30, 1995 (Unaudited) 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
CARVER CORPORATION PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME Twelve Months Ended December 31, 1994 (Unaudited) 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
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) -----END PRIVACY-ENHANCED MESSAGE-----