-----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, TQ3OdsKFDr5zaMO7wnESbPQQ5PvFc4Dc0LvDAd4zSuPFhjc8/R5LfF1gB4m4XBPh lcp0KellefbZSUJuaQJ0GA== 0000007533-97-000006.txt : 19970929 0000007533-97-000006.hdr.sgml : 19970929 ACCESSION NUMBER: 0000007533-97-000006 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970628 FILED AS OF DATE: 19970926 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARROW AUTOMOTIVE INDUSTRIES INC CENTRAL INDEX KEY: 0000007533 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 041449115 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: SEC FILE NUMBER: 001-07737 FILM NUMBER: 97686512 BUSINESS ADDRESS: STREET 1: 3 SPEEN ST CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 5088723711 MAIL ADDRESS: STREET 1: 3 SPEEN STREET CITY: FRAMINGHAM STATE: MA ZIP: 01701 NT 10-K 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Notification of Late Filing Commission File Number 1-7737 CUSIP Number 042727107 (Check One): (X) Form 10-K and Form 10-KSB ( ) Form 20-F ( ) Form 11-K ( ) Form 10-Q and Form 10-QSB ( ) Form N-SAR For Period Ended: June 28, 1997 ( ) Transition Report on Form 10-K ( ) Transition Report on Form 20-F ( ) Transition Report on Form 11-K ( ) Transition Report on Form 10-Q ( ) Transition Report on Form N-SAR For the Transition Period Ended: _____________________ Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: _______________________________________________________________ -1- PART I REGISTRANT INFORMATION Full Name of Registrant: ARROW AUTOMOTIVE INDUSTRIES, INC. Former Name if Applicable: ____________________________________________________________ Address of Principal Executive Office (Street and Number): 3 SPEEN STREET City, State and Zip Code: FRAMINGHAM, MA 01701 PART II RULES 12b-25(b) and (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (check appropriate box): [X] (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; [X] (b) The subject annual report on Form 10-K will be filed on or before the 15th calendar day following the prescribed due date; and [ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached, if applicable. -2- PART III NARRATIVE State below in reasonable detail the reasons why the Form 10-K could not be filed within the prescribed period: The Company has been engaged in extensive discussions with lenders regarding the refinancing of the Company's existing bank debt, which has now been committed and is expected to be completed within the next two weeks. The refinancing has placed extraordinary demands on the financial and management personnel of the Registrant. As a result of the foregoing factors, the Registrant was unable to complete in a timely fashion the preparation and filing of its Annual Report on Form 10-K for the year ended June 28, 1997. PART IV OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification: JAMES F. FAGAN 508 872-3711 (Name) (Area Code) (Telephone Number) -3- (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). [X] Yes [ ] No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes [ ] No If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. See attached Exhibit A which is incorporated herein by reference. ARROW AUTOMOTIVE INDUSTRIES, INC. (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: September 26, 1997 By:/s/James F. Fagan James F. Fagan, Executive Vice President, Treasurer and Chief Financial Officer -4- EX-99 2 EXHIBIT A ARROW AUTOMOTIVE INDUSTRIES, INC. FISCAL YEAR ENDED JUNE 28, 1997 The Company incurred net losses of $10,997,000 and $1,444,000 for the respective fiscal years ended June 28, 1997 and June 29, 1996. (See Condensed Statements of Operations attached hereto.) The fiscal 1997 operating loss before income taxes includes a restructuring charge and non-recurring period charges relating to the closing of its California manufacturing facility of $1,100,000 and $1,844,000 respectively; an inventory write-down of $4,000,000 due to excess inventories resulting from the decline in unit sales experienced by the Company in fiscal 1997 and the consolidation of manufacturing facilities; and $437,000 of additional accrued environmental liability resulting from the Company's adoption of Statement of Position, ENVIRONMENTAL REMEDIATION LIABILITIES 96-1. The remainder of the fiscal 1997 net loss of $3,616,000 is primarily attributable to lower net sales for the fiscal year of $87,501,000 compared to $103,603,000 in fiscal 1996. Arrow has taken great strides to remove excess overhead costs from its operations. The closing of the Company's California plant and consolidation of manufacturing operations is consistent with the Company's continuing efforts to streamline its operations and reduce its operating break-even point so as to become profitable at a lower sales volume. Arrow will continue to streamline its operations and is vigorously working to increase its sales volume. Based on information available as of the date of this filing, management anticipates that sales for the first quarter of fiscal 1998 will be consistent with the Company's business plan. On September 18, 1997, the Company received a commitment from its current primary lender to refinance its existing credit arrangements. It is expected that this refinancing will be completed within the next two weeks and will provide the Company with a revolving line of credit of $20 million plus a $7.5 million term note under an agreement maturing on July 31, 2000. The refinancing will provide the Company with additional working capital at more favorable interest rates as compared with current terms. EXHIBIT A ARROW AUTOMOTIVE INDUSTRIES, INC. CONDENSED STATEMENTS OF OPERATIONS (IN THOUSANDS EXCEPT PER SHARE DATA)
TWELVE MONTHS ENDED June 28, 1997 June 29, 1996 (52 Weeks) (53 Weeks) NET SALES $ 87,501 $ 103,603 Loss Before Taxes (11,594) (2,269) Benefit From Income Taxes (597) (825) NET LOSS $ (10,997) $ (1,444) LOSS PER SHARE $ (3.83) $ (0.50) Average Number of Shares Outstanding 2,873,083 2,873,083
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