-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, OKewKFkjmd1XWliSoYWGj0KA3SUd2EpradOE7sk6RG/3bhFxIQ/8lNmfU18wDGVw o+xrN7hIXAcDyGYcNA8xDQ== 0000800459-95-000006.txt : 19950509 0000800459-95-000006.hdr.sgml : 19950509 ACCESSION NUMBER: 0000800459-95-000006 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950227 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19950508 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARMAN INTERNATIONAL INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000800459 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 112534306 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09764 FILM NUMBER: 95535436 BUSINESS ADDRESS: STREET 1: 1101 PENNSYLVANIA AVENUE N W STREET 2: STE 1010 CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 2023931101 MAIL ADDRESS: STREET 1: 1101 PENNSYLVANIA AVENUE NW STREET 2: SUITE 1010 CITY: WASHINGTON STATE: DC ZIP: 20004 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 27, 1995 Harman International Industries, Incorporated - ------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware - ------------------------------------------------------------------- (State or other jurisdiction of incorporation) 1-9764 11-2534306 - ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 1101 Pennsylvania Avenue, N.W., Suite 1010, Washington, D.C. 20004 - ------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (202) 393-1101 ---------------- Not Applicable - ------------------------------------------------------------------- (Former name or former address, if changed since last report) The total number of sequentially numbered pages is 28. The Exhibit Index appears on page 5. Item 2. Acquisition or Disposition of Assets On February 27, 1995, Harman International Industries, Incorporated ("Harman") completed its acquisition of 100 percent of the outstanding shares of Becker GmbH ("Becker") with satisfaction of all conditions remaining after the execution of the share purchase agreement (the "Agreement") dated February 16, 1995 between Harman, Roland Becker and Becker Holding S.A. Becker is a leading German manufacturer of automotive OEM and consumer automotive aftermarket electronics. Under the terms of the Agreement, Harman paid 9.0 million Deutschmarks (approximately $6.0 million) and 400,000 shares of Harman common stock in consideration for all of the issued and outstanding stock of Becker GmbH, Becker Holding GmbH and Becker Service und Verwaltungs-GmbH and forgiveness of certain obligations of Becker due to the selling parties and affiliates. Harman assumed post-acquisition indebtedness of Becker of 86.0 million Deutschmarks (approximately $57.7 million). Harman funded its acquisition of Becker utilizing its revolving credit facility. Becker, founded in 1945 by Max Egon Becker, is headquartered in Karlsbad, Germany, and has subsidiary operations in South Africa and the United States. Becker manufactures and markets automotive OEM radios and other automotive OEM electronics as well as automotive aftermarket radios. Becker's principal automotive OEM customer is Mercedes. Principal manufacturing facilities are located in Karlsbad, Germany and Woerth-Schaidt, Germany. Harman currently intends to continue to use Becker's facilities for the same purposes as they were previously used. Item 7. Financial Statements and Exhibits The financial statements required by Items 7 (a) and (b) are filed as part of this Current Report on Form 8-K/A and are hereby incorporated by reference. Pro forma combined results of operations for Becker and Harman are provided for the twelve month period ending June 30, 1994 and the six month period ending December 31, 1994. Pro forma balance sheet data is provided as of December 31, 1994. 2 Item 7. Financial Statements and Exhibits (continued) Exhibit Description 1.1 Audited Combined Financial Statements of Becker Holding GmbH and Becker GmbH and their subsidiaries for the year ended December 31, 1994. 1.2 Pro forma combined results of operations for the fiscal year ended June 30, 1994 to give effect to the Becker acquisition as though it occurred on July 1, 1993, and Pro forma combined results of operations for the six months ended December 31, 1994 to give effect to the Becker acquisition as though it occurred on July 1, 1994, and Pro forma combined balance sheet as of December 31, 1994 giving effect to the Becker acquisition as though it occurred on that date. 23.1 Consent of Independent Auditors 3 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 hereunto duly authorized. HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED By: /s/ Sandra B. Robinson _______________________ Sandra B. Robinson Vice President - Financial Operations Date: May 8, 1995 4 EXHIBIT INDEX ------------- Exhibit No. Description Page - ----------- ----------- ---- 1.1 Audited Combined Financial Statements of Becker GmbH for the year ended December 31, 1994. 6-19 1.2 Pro forma combined results of operations for the Company and Becker for the fiscal year ended June 30, 1994 to give effect to the Becker acquisition as though it occurred on July 1, 1993, and Pro forma combined results of operations for the Company and Becker for the six months ended December 31, 1994 to give effect to the Becker acquisition as though it occurred on July 1, 1993, and Pro forma combined balance sheet as of December 31, 1994 giving effect to the Becker acquisition as though it occurred on that date. 20-26 23.1 Consent of Independent Auditors 27-28 5 EX-1 2 EXHIBIT 1.1 6 BECKER HOLDING GMBH, BECKER GMBH AND THEIR SUBSIDIARIES COMBINED FINANCIAL STATEMENTS AS OF DECEMBER 31, 1994 TOGETHER WITH AUDITORS' REPORT 7 REPORT OF INDEPENDENT PUBLIC ACCOUNTANT To the Board of Directors of Becker Holding GmbH and Becker GmbH We have audited the combined balance sheet of Becker Holding GmbH and Becker GmbH and their respective subsidiaries as of December 31, 1994 and the related combined statements of income, shareholders' equity 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 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 also 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 Becker Holding GmbH and Becker GmbH combined and their respective subsidiaries as of December 31, 1994, and the results of their operations and their cash flows for the year then ended in accordance with the accounting principles generally accepted in the United States. April 28, 1995 Mannheim Germany KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprufungsgesellschaft /s/ Frank /s/ Dr. Keller Wirtschaftsprufer Wirtschaftsprufer 8 Becker Holding GmbH, Becker GmbH and their Subsidiaries Combined Statement of Income Year ended December 31, 1994 (Deutschmarks (DEM) 000's omitted) DEM Net sales 296,823 Operating costs 289,141 ________ Operating income 7,682 Other expenses: Interest expense, net 9,514 Miscellaneous, net 367 _______ Loss before income taxes and extraordinary items (2,199) Income tax expense 0 Net loss before extraordinary items (2,199) Extraordinary items, net of tax effect (14,388) ________ Net loss (16,587) ======== See accompanying notes to combined financial statements 9 Becker Holding GmbH, Becker GmbH and their Subsidiaries Combined Balance Sheets December 31, 1994 (Deutschmarks (DEM) 000's omitted) Assets 1994 DEM Current assets: Cash and short term investments 923 Receivables (less allowance for doubtful accounts DEM 1,779 in 1994) 30,989 Inventories (note 3) 34,148 Other current assets 1,060 ------ Total current assets 67,120 Property, plant and equipment, net (note 4) 50,975 Other assets 117 _______ Total assets 118,212 ======= Liabilities and Shareholders' Equity: Current liabilities Notes payable (note 5) 55,595 Current portion of long term debt (note 6) 5,757 Accounts payable - trade 16,637 Accounts payable - other 12,594 Accrued liabilities (note 7) 57,233 Income taxes payable (note 10) 267 ________ Total current liabilities 148,083 Long term debt (note 6) 13,900 Subordinated debt (note 11) 54,542 Shareholders' equity: Share capital (note 8) 2,475 Accumulated deficit (100,788) _________ Net shareholders' deficit (note 15) (98,313) Commitments and contingencies (notes 9 & 14) ________ Total liabilities and shareholders' equity 118,212 ======== See accompanying notes to combined financial statements 10 Becker Holding GmbH, Becker GmbH and their Subsidiaries Combined Statement of Cash Flows Year ended December 31, 1994 (Deutschmarks (DEM) 000's omitted) DEM Cash flows from operating activities Net loss (16,587) __________ Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 21,188 Loss on disposal of property, plant and equipment 302 Changes in assets and liabilities: Decrease (increase) in: Receivables 3,389 Inventories 2,878 Other current assets 1,457 Increase (decrease) in: Accounts payable - trade ( 4,591) Accounts payable - other 794 Accrued liabilities 8,840 Income taxes payable ( 1,169) __________ Total adjustments 33,088 __________ Net cash provided by operating activities 16,501 __________ Cash flows from investing activities: Proceeds from sale of property, plant and equipment 1,038 Capital expenditures for property, plant and equipment (12,487) Other items ( 98) __________ Net cash used in investing activities (11,547) __________ Cash flows from financing activities: Net repayments under lines of credit (12,580) Net borrowing under subordinated debt 10,000 Repayments of long term debt and subordinated debt ( 2,813) __________ Net cash used in by financing activities (5,393) __________ Net increase (decrease) in cash and short term investments ( 439) Cash and short term investments at beginning of year 1,362 __________ Cash and short term investments at end of year 923 ========== 11 Becker Holding GmbH, Becker GmbH and their Subsidiaries Combined Statement of Shareholders' Deficit Year ended December 31, 1994 (Deutschmarks (DEM) 000's omitted) Share Accumulated Capital deficit DEM DEM Balance December 31, 1993: Becker Holding GmbH 2,000 Becker GmbH 275 Becker Service und Verwaltung GmbH 200 ________ -total- 2,475 (84,129) Net loss (16,587) Translation differences ( 72) _________ Balance December 31, 1994 2,475 (100,788) ======== ========= See accompanying notes to combined financial statements 12 BECKER HOLDING GMBH, BECKER GMBH AND THEIR RESPECTIVE SUBSIDIARIES NOTES TO THE COMBINED FINANCIAL STATEMENTS DECEMBER 31, 1994 (In thousands of Deutschmarks (DEM) unless otherwise stated) 1. Operations and ownership The Companies' principal business is the design, manufacture and marketing of radios for automobiles. Products are manufactured and sold in Germany and internationally under the "Becker" brand name. The company is an original equipment supplier to a number of automobile manufacturers including Daimler Benz and BMW. As of December 31, 1994, the Companies are wholly owned by Mr Roland Becker of Courtedoux, Switzerland. As more fully described in Note 15, the Companies were sold to Harman International Industries Incorporated under terms of an agreement dated February 16, 1995. 2. Summary of significant accounting policies Presentation of the financial statements ----------------------------------------------- In connection with the acquisition of the Companies by Harman International Industries Incorporated, the Companies prepared combined financial statements in accordance with U.S. generally accepted accounting principles. During 1993 there was a major restructuring of the companies which would render any combination of Balance Sheets, Statements of Income and Cash Flows for the year ended December 31, 1993 and 1992 misleading. For this reason, comparative information is excluded. Combination principles ----------------------------- The combined financial statements include Becker Holding GmbH, Becker GmbH, Becker Service und Verwaltung GmbH, Becker of North America Inc and Becker Automotive (Pty) Limited. Because there is no sole holding entity for these entities the financial statements are prepared as a combination in which intercompany balances and transactions as well as unrealized profit in intercompany inventories have been eliminated. 13 Foreign currency translation ---------------------------------- Assets and liabilities of foreign subsidiaries are translated to Deutschmarks at foreign exchange rates prevailing at the balance sheet dates. Statements of Income of foreign subsidiaries are translated at the average rates for the year. Translation gains and losses resulting from the application of these rates in 1994 are not included in the determination of net income but are shown in the Statement of Shareholders' Deficit. Cumulative translation adjustments from previous years have not been separately calculated. Income recognition ----------------------- Revenue is recognised upon shipment of goods. Inventories ------------- Inventories are stated at the lower of cost or market. Cost is determined principally by the first-in, first-out method. Provisions for slow moving and obsolete articles are provided by using a systematic reserve calculation based on production requirements or other appropriate procedures. Property, plant and equipment ------------------------------------ Property, plant and equipment is recorded at cost or in the case of major capital leases at the present value of the minimum future lease payments. Depreciation and amortization is provided primarily using the straight-line method over the estimated useful lives of the assets from 2 to 50 years. Income taxes ---------------- Income taxes payable are currently provided for based on the taxable results reported by each individual subsidiary. Deferred taxes are provided on timing differences between the results reported for tax and financial purposes using the liability method. No deferred taxes are recognised for future benefits resulting from net operating losses because the realizability is highly uncertain due to the history of losses and therefore are fully reserved. 14 Research and development -------------------------------- Research and development costs are expensed as incurred. The Companies' expenditures for research and development for the year ended December 31, 1994 amounted to Deutschmarks 35.6 millions. 3. Inventories Inventories consist of the following: DEM (000's) Raw materials and supplies 14,833 Work in process 9,238 Finished goods and spare parts 10,077 __________ Total 34,148 ========== 4. Property, plant and equipment Property, plant and equipment are composed of the following: DEM (000's) Land and buildings 39,355 Machinery and equipment 31,352 Office furniture and equipment 8,648 Tooling 4,442 Vehicles and other 8,269 __________ 92,066 Less accumulated depreciation and amortization (41,091) __________ Property, plant and equipment, net 50,975 ========== 5. Notes payable At December 31, 1994 the Companies had lines of credit with various banks aggregating DEM 55.6 millions. Interest rates based on various indices varied from 10.25% in Germany to 17.5% in South Africa. There were no unused credit lines available at December 31, 1994. 15 6. Long-Term Debt Long-term debt is composed of the following: Interest Rate DEM Loans from IKB Duetsche Industries (%) (000's) Bank AG Dusseldorf 14236-005 6.75 468 14326-006 6.25 1,094 14226-007 7.375 2,891 14326-008 7.4 5,241 14326-009 7.4 1,310 14326-010 5.0 1,550 14326-011 5.5 3,450 14326-012 7.5 3,593 Other 16.0 60 ______ Total 19,657 Less Current Installments (5,757) ______ Long-Term Debt 13,900 ====== Loans 14326-005, 006, 007, 010, 011 were granted net of commission of 4% which is being amortized over the period of the loan, loan 14326-012 was similiarly granted net of commission of 5%. No commission applied to loans 14326-008, 009. 7. Accrued liabilities Accrued liabilities include the following major items: DEM (000's) Pension 21,698 Restructuring and personnel lay-off 6,055 Social security and other personnel benefits 9,386 Legal costs and pending legal claims 1,858 Warranty and other risks 16,481 Income and other taxes 267 Other accruals 1,488 _______ 57,233 ======= 8. Share capital Share capital of the combined Companies is made up of: DEM (000's) Becker Holding GmbH 2,000 Becker GmbH (52.4% share) nominal value DEM 524 of which DEM 275 is called 275 Becker Service und Verwaltung GmbH 200 _______ 2,475 16 ======= 9. At December 31, 1994 the Companies are liable for the following minimum lease commitments under non-cancellable operating and finance lease agreements: DEM (000's) Years Ending December 31, 1995 301 1996 147 1997 11 _______ Total 459 ======= 10. The Companies in Germany and South Africa have incurred substantial losses in the years ended December 31, 1993 and 1994. The level of accumulated losses, when compared to projected business plans is such that it is unlikely that the accumulated tax loss carried forward will be absorbed in the foreseeable future. Accordingly, no defferred tax debit has been acccounted for in respect of timing differences. 11. Subordinated debt Subordinated debt comprises current loans for which the holders gave consent to subordinate their claims to those of other creditors as follows: DEM (000's) Notes Payable 16,000 Accounts payable - other 38,542 ------ 54,542 ====== As part of the transaction for the sale of Companies to Harman (referred to in note 15) these liabilities have been disposed of as follows: DEM (000's) Notes payable, forgiven 10,000 Notes payable, paid 6,000 Accounts payable - other, forgiven 36,200 Accounts payable - other, paid 2,342 ------ 54,542 ====== 17 12. Business segments The Companies' predominant business is the design, manufacture and marketing of automobile radio products. The Companies have operations in Germany and internationally. For the year ended December 31, 1994 details of net sales by these geographic segments were: DEM (000's) Germany 219,161 International 79,727 Intercompany elimination ( 2,065) _________ Total 296,823 ========= Practically all of the Company's assets are located in Germany. The Company's accounting for the year do not permit any meaningful analysis of the results of operations by geographic segment. 13. Pensions The Companies and their subsidiaries have various different pension schemes in place depending on local regulations and practices. Besides governmental pension plans, defined benefit plans exist in Germany and South Africa. Both plans were actuarially valued at December 31, 1994 in accordance with FASB 87 and appropriate provisions included in the balance sheets. 14. Commitments and contingencies The Companies and their subsidiaries are involved in several legal actions arising out of normal operations with customers, suppliers and former employees. The outcome of these actions cannot be predicted at this moment. However, management, based on legal advice, believes such actions are either without merit or do not represent a material liability in excess of amounts specifically provided for such cases. Commitments as of December 31, 1994 arising out of normal business operations include outstanding letters of credit of approximately Deutschmarks 50 thousand. 18 15. Subsequent event Under the terms of an agreement dated February 16, 1995 Mr Roland Becker sold the Companies to Harman International Industries Incorporated (Harman) effective January 1, 1995 subject to the fulfilment of certain conditions. Those conditions were met on February 27, 1995. The agreement includes provision for the forgiveness by Roland Becker of amounts payable to him by the Companies amounting to DM 36.2 millions and for the forgiveness of bank debt amounting to DM 10 millions. The combined balance sheet of the Companies after such forgiveness at January 1, 1995 can be summarized as follows: DEM (000's) Current assets 67,120 Non-current assets 51,092 Current liabilities (156,425) Non-current liabilities ( 13,900) _________ Equity (deficit) ( 52,113) ========= It is Harman managements' intention to continue to operate the business of the Companies and their subsidiaries on a going concern basis including respective financing as necessary. ============ 19 EX-1 3 EXHIBIT 1.2 20 Pro Forma Consolidated Financial Data The following tables present consolidated statements of operations for the Company and Becker Holding GmbH and Becker GmbH and their respective subsidiaries for the twelve months ended June 30, 1994, giving effect to the Becker acquisition as of July 1, 1993, and the six months ended December 31, 1994, giving effect to the Becker acquisition as of July 1, 1994. A pro forma balance sheet as of December 31, 1994, is also presented. The financial data for Becker for both periods presented are derived from quarterly unaudited financial statements. The financial data for Harman International for the six months ended December 31, 1994, are derived from quarterly unaudited financial statements. The pro forma financial data presented do not purport to represent what the Company's results of operations would have been had such transactions occurred at the beginning of the periods presented or to project the Company's results of operations for any future period. The pro forma statements of operations and balance sheet adjustments are based upon preliminary estimates of the Company. The actual amount of these adjustments may vary from these estimates, and will not be determined until the Company completes its review of Becker's business and valuation of assets and liabilities. The Company believes that the actual amount of these adjustments, in the aggregate, will not vary materially from these estimates. German marks were converted to U.S. dollars based on the average exchange rates for the period for the pro forma statements of operations and at the prevailing rate at December 31, 1994 for the pro forma balance sheet. 21
Twelve Months Ended June 30, 1994 -------------------------------------------------------------- (000 except per Becker Pro share data) Harman Becker Adjustments Adjusted Forma -------------------------------------------------------------- Statements of Operations Information: Net sales $862,147 $189,375 ($20,519) $168,856 $1,031,003 (1) Operating income(loss) 66,332 (5,516) 8,540 3,024 69,356 (1,2,3,4,5) Interest expense 22,110 4,727 (2,261) 2,466 24,576 (6,7,8) Other 1,536 - - - 1,536 Income (loss) before income taxes and extraordinary items 42,686 (10,243) 10,801 558 43,244 Income taxes 16,248 - 279 279 16,527 (9) Minority interest 26 - - - 26 Income (loss) before extraordinary items $26,412 $(10,243) $10,522 $279 $26,691 Earnings per share before extra- ordinary items $1.98 $1.94 Shares outstanding 13,373 13,773
22
Six Months Ended December 31, 1994 -------------------------------------------------------------- (000 except per Becker Pro share data) Harman Becker Adjustments Adjusted Forma -------------------------------------------------------------- Statements of Operations Information: Net sales $517,325 $ 97,181 - $97,181 $614,506 Operating income 38,975 6,467 (416) 6,051 45,026 (2,4) Interest expense 11,909 4,896 (862) 4,034 15,943 (6,7,8) Other 1,411 - - - 1,411 Income before income taxes and extraordinary items 25,655 1,571 446 2,017 27,672 Income taxes 9,166 - 1,008 1,008 10,174 (9) Minority interest 121 - - - 121 Income before extraordinary items $16,368 $ 1,571 $(562) $1,009 $17,377 Earnings per share before extra- ordinary items $1.08 $1.12 Shares outstanding 15,089 15,489
23 NOTES TO PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS DATA (In thousands) 1) Reflects the elimination of product lines to be discontinued. The Company's intention is to exit these operations in an orderly manner as soon as possible. Had these businesses been disposed of immediately before July 1, 1993 there would have been a reduction in sales of $20,519 and an increase in operating income of $ 2,187. No amounts have been excluded for the six months ended December 31, 1994, as they had been discontinued. 2) Eliminates salary costs of employees eliminated through redundancy program of $6,947 for the year ended June 30, 1994 and $1,286 for the six months ended December 31, 1994. 3) Reflects depreciation cost savings on equipment scrapped in fiscal 1994 but for which operations bore the depreciation cost in the year ended June 30, 1994 of approximately $ 1,072. 4) Reflects charge for the amortization of Becker acquisition goodwill over 40 years at $ 1,679 for the year ended June 30, 1994 and $ 870 for the six months ended December 31, 1994. 5) Reflects the elimination of management fees payable to other companies in the Becker organization, not included in the purchase transaction for a saving of $ 13 in the year ended June 30, 1994. 6) Reflects the elimination of interest expense on loans the Seller forgave as part of the purchase transaction for a saving of $762 in the year ended June 30, 1994 and $ 395 for the six months ended December 31, 1994. 7) Reflects the elimination of interest expense on bank debt of DEM 10,000 forgiven as a part of the purchase transaction for a saving of approximately $ 633 for the year ended June 30, 1994 and $ 327 for the six months ended December 31, 1994. 8) Reflects savings in interest costs based on the more favorable rates available to Harman reflecting interest savings of $ 866 in the year ended June 30, 1994 and $ 140 in the six months ended December 31, 1994. 9) Income tax on Becker's adjusted income has been computed at 50% which approximates the German tax rate. A review of the status of Becker's tax loss carry forward is in process. 24
December 31, 1994 Balance Sheet - --------------------------------------------------------------------------- (000 except per Purchase Accounting Pro share data) Harman Becker & Acquisition Forma - --------------------------------------------------------------------------- Balance Sheet Information: Current assets 499,314 47,308 ( 3,994) (A) 542,628 Property, plant & equipment, net 141,793 32,892 174,685 Other assets 57,463 77 70,189 (B) 127,729 --------- --------- -------- --------- Total Assets 698,570 80,277 66,195 845,042 ========= ========= ======== ========= Current Liabilities 203,566 123,327 (55,858) (C) 271,035 Other non-current liabilities 10,623 11,421 22,044 Borrowings under revolving facility 80,716 43,462 (D) 124,178 Senior long-term debt 39,442 8,970 48,412 Subordinated long-term debt 109,500 109,500 Deferred income 1,739 1,739 Minority Interest 5,660 5,660 Shareholders' equity 247,324 (63,441) 78,591 (E) 262,474 -------- -------- -------- -------- Total liabilities and shareholders' equity 698,570 80,277 66,195 845,042 ======== ========= ======== ========
25 NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET DATA (In thousands) (A) Reflects forgiveness by Harman of receivable from Seller of $3,994. (B) Reflects revaluation of assets and liabilities resulting in goodwill of $70,189. (C) Reflects repayment of Becker notes payable to bank described in (D) below, Bank and Seller net forgiveness to Harman of Debt described in (E) below, purchase consideration of approximately $9,000 and recording of accruals of approximately $12,300 to revalue liabilities in connection with purchase. (D) Reflects repayment of Becker Notes Payable to Bank of $43,462 with funds drawn from Harman's revolving credit facility. (E) Reflects elimination of Becker historical equity in connection with the purchase, forgiveness of net debt to seller of approximately $23,400, forgiveness of bank debt of approximately $6,500, revaluation of Becker liabilities in connection with purchase and fair value of 400,000 shares of Harman International stock committed to the purchase. 26 EX-23 4 EXHIBIT 23.1 27 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Harman International Industries, Incorporated: We consent to incorporation by reference in the Registration Statement Nos. 33-20559, 33-28973, 33-36388, 33-60234 on Form S-8 of Harman International Industries, Incorporated of our report dated April 28, 1995, relating to the combined balance sheet of Becker Holding GmbH, Becker GmbH and their subsidiaries as of December 31, 1994, and the related combined statements of income, cash flows and shareholders' deficit for the year then ended, which report appears in the May 8, 1995 Form 8-K of Harman International Industries, Incorporated. Mannheim, Germany May 8, 1995 KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprufungsgesellschaft /s/Frank /s/ Dr. Keller Wirtschaftsprufer Wirtschaftsprufer 28 -----END PRIVACY-ENHANCED MESSAGE-----