FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended MARCH 29, 1997
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from
to
Commission file number 1-7737
ARROW AUTOMOTIVE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS
04-1449115
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer I.D. No.)
3 SPEEN STREET, FRAMINGHAM, MASSACHUSETTS 01701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (508) 872-3711
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 2,873,083 shares of the
Company's Common Stock ($.10 par value) were outstanding as of May 9, 1997.
ARROW AUTOMOTIVE INDUSTRIES, INC.
INDEX
Page NUMBER
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited):
Condensed Balance Sheets -
March 29, 1997 and June 29, 3
1996..........................................
Condensed Statements of Operations - Three Months Ended
March 29, 1997 and March 30, 4
1996........................................
Condensed Statement of Operations - Nine Months Ended
March 29, 1997 and March 30, 5
1996.......................................
Condensed Statements of Cash Flows - Nine Months Ended
March 29, 1997 and March 30, 6
1996........................................
Notes to Condensed Financial 7 - 8
Statements.................................
ITEM 2. Management's Discussion and Analysis of the Financial
Condition and Results of 9 - 14
Operations.......................................
PART II OTHER INFORMATION
ITEM 1. Legal 15
Proceedings......................................................................
ITEM 2. Changes in 15
Securities.................................................................
ITEM 3. Default upon Senior 15
Securities...................................................
ITEM 4. Submission of Matters to a Vote of Security 15
Holders..................
ITEM 5. Other 15
Information........................................................................
ITEM 6. Exhibits and Reports on Form 8- 15
K..............................................
SIGNATURES .................................................................................................... 16
1
PART I - ITEM 1 -- FINANCIAL INFORMATION
ARROW AUTOMOTIVE INDUSTRIES, INC.
CONDENSED BALANCE SHEETS
(UNAUDITED)
ASSETS March 29, 1997 June 29,
1996
CURRENT ASSETS
Cash and equivalents $ 380,415 $ 850,537
Accounts receivable, less allowances 13,532,212 16,468,224
Inventories - Note B 31,977,195 37,312,671
Deferred income tax - Note D 1,740,000 2,291,000
Prepaid expenses and other current assets 1,539,483 873,661
TOTAL CURRENT ASSETS 49,169,305 57,796,093
PROPERTY, PLANT AND EQUIPMENT 36,222,452 35,727,256
Less allowances for depreciation 23,849,134 22,912,356
12,373,318 12,814,900
OTHER ASSETS 2,354,816 2,500,718
TOTAL ASSETS $ 63,897,439 $ 73,111,711
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of advances under revolving
line of credit $ 2,932,033 $ 5,104,715
Accounts payable 8,354,456 6,647,237
Cash overdrafts 1,729,358 1,260,165
Other current liabilities - Note C 4,600,213 5,272,737
Current portion of long-term debt 1,376,274 1,385,672
TOTAL CURRENT LIABILITIES 18,992,334 19,670,526
LONG-TERM DEBT 16,944,353 17,969,339
DEFERRED INCOME TAXES - Note D 1,740,000 1,748,000
ACCRUED RETIREMENT BENEFITS 2,648,749 2,428,226
STOCKHOLDERS' EQUITY
Common stock 296,887 296,887
Other stockholders' equity 23,724,440 31,448,057
Less cost of common stock in treasury 449,324 449,324
TOTAL STOCKHOLDERS' EQUITY 23,572,003 31,295,620
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$ 63,897,439 $ 73,111,711
See accompanying notes to the condensed financial statements.
2
ARROW AUTOMOTIVE INDUSTRIES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED
March 29, 1997 March 30, 1996
(13 Weeks) (13 Weeks)
Net sales $ 22,480,645 $ 26,226,073
Cost and expenses:
Cost of products sold 22,517,273 20,742,553
Selling, administrative and general 5,396,339 5,486,176
Restructuring charge - Note C (100,000)
Interest 618,317 532,587
28,431,929 26,761,316
Loss before income taxes (5,951,284) (535,243)
Provision (benefit) for income taxes - Note D 169,000 (176,000)
NET LOSS $ (6,120,284) $ (359,243)
Weighted average number of shares
outstanding 2,873,083 2,873,083
NET LOSS PER SHARE $ (2.13) $ (0.13)
See accompanying notes to the condensed financial statements.
ARROW AUTOMOTIVE INDUSTRIES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
NINE MONTHS ENDED
March 29, 1997 March 30, 1996
(39 Weeks) (40 Weeks)
Net sales $ 68,191,970 $ 79,101,309
Cost and expenses:
Cost of products sold 58,563,196 62,842,821
Selling, administrative and general 15,110,583 15,971,539
Restructuring charge - Note C 1,100,000
Interest 1,726,808 1,567,500
76,500,587 80,381,860
Loss before income taxes (8,308,617) (1,280,551)
Benefit from income taxes - Note D (585,000) (460,000)
NET LOSS $ (7,723,617) $ (820,551)
Weighted average number of shares
outstanding 2,873,083 2,873,083
NET LOSS PER SHARE $ (2.69) $ (0.29)
See accompanying notes to the condensed financial statements.
ARROW AUTOMOTIVE INDUSTRIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED
March 29, 1997 March 30, 1996
(39 Weeks) (40 Weeks)
OPERATING ACTIVITIES
Net cash provided by
operating activities $ 3,106,638 $ 2,618,020
INVESTING ACTIVITIES
Purchase of property, plant and (495,196) (502,409)
equipment
Other 125,503 (174,081)
Net cash used in investing activities (369,693) (676,490)
FINANCING ACTIVITIES
Payment of long-term debt and capital
lease obligations (1,034,385) (1,037,697)
Decrease in advances under
revolving line of credit (2,172,682) (1,210,823)
Proceeds from exercise of stock options 0 332
Net cash provided by financing
activities (3,207,067) (2,248,188)
DECREASE IN CASH AND EQUIVALENTS (470,122) (306,658)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
850,537 753,010
CASH AND EQUIVALENTS AT END OF PERIOD $ 380,415 $ 446,352
See accompanying notes to the condensed financial statements.
3
ARROW AUTOMOTIVE INDUSTRIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for the fair presentation have
been included. Operating results for the nine month period ended March 29,
1997 are not necessarily indicative of the results that may be expected for the
year ending June 28, 1997. For further information, refer to the financial
statements and footnotes thereto included in the Company's Annual Report on
Form 10-K for the year ended June 29, 1996. The balance sheet at June 29, 1996
has been derived from the audited financial statements at that date.
NOTE B -- INVENTORIES
The components of inventory consist of the following:
March 29, 1997 June 29,
1996
Stated at cost on the first-in, first-out
(FIFO)
method:
Finished goods $ 11,605,000 $ 11,522,643
Work in process and materials 26,713,974 32,260,028
38,318,974 43,782,671
Less reserve required to state inventory on
the
last-in, first-out (LIFO) method (6,341,779) (6,470,000)
$ 31,977,195 $ 37,312,671
The Company continually reviews the net realizable value of its inventory. The
Company's analyses in the third quarter of fiscal 1997 identified certain
inventory items for which quantities on hand exceed forecasted needs. The
combined effect on the Company's inventory requirements due to the continued
decline in unit sales through the third quarter of fiscal 1997 and the
consolidation of manufacturing facilities and product line production
resulted in excess inventory levels. As a result, the Company recorded a
non-cash charge in the third quarter of $4,000,000 to write down certain
inventories to net realizable value.
4
NOTE C -- RESTRUCTURING CHARGE
In September, 1996, the Board of Directors of the Company approved a plan to
restructure its operations by closing its Santa Maria, California production
facility and transferring its manufacturing operations to the Company's
Morrilton, Arkansas plant. The action was taken to enhance profit margins by
streamlining the Company's productive capacity to better match its production
requirements. As a result, a $1.2 million restructuring charge was recorded in
the first quarter of fiscal 1997. Of the total charge, $625,000 related to the
disposal of the facility, $360,000 related to termination benefits for
displacement of its 350-employee workforce, $150,000 related to the write-off
of machinery and equipment, and $65,000 to other closing expenses. The Company
has paid $380,000 in termination benefits to its displaced employees, and in
the third quarter of fiscal 1997, the Company reversed $100,000 of the
restructuring charge relating to the write-off of machinery and equipment.
NOTE D -- INCOME TAXES
As a result of the losses sustained through the third quarter, the Company
exceeded the amount of taxable income available for carryback and, as a result,
the Company recorded a tax provision of $543,000 to establish a valuation
allowance against net deferred tax assets. This tax provision was offset by a
tax benefit of $1,128,000 recorded for the nine months ended March 29, 1997.
5
PART I
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
financial statements and notes thereto. All forward looking statements
contained in the following discussion and analysis and elsewhere in this report
are qualified in their entirety by the cautionary statement appearing at the
end of the discussion and analysis.
RESTRUCTURING PLAN
The Board of Directors of the Company approved a plan in September, 1996, to
restructure its operations by closing its Santa Maria, California production
facility and transferring its manufacturing operations to its Morrilton,
Arkansas plant. Production at the Santa Maria, California facility ceased in
early December, 1996. As a result of this plan, the Company accrued a $1.2
million restructuring reserve in the first quarter of fiscal 1997, related to
termination benefits for displacement of its workforce and to the disposition
of its plant facility and certain equipment. In the third quarter, the Company
reversed $100,000 of the restructuring charge relating to the write off of
machinery and equipment. The outstanding balance of this reserve at March 29,
1997 was $720,000 and relates primarily to the disposition of the facility, if
and when such disposition occurs.
In addition to the restructuring charge, the Company incurred one time period
costs relating to the restructuring in the three quarters of fiscal 1997 of
$10,000, $880,000 and $952,000, respectively. These costs relate to ongoing
operations and include such costs as the shipment of inventory and equipment,
employee relocation costs and initial labor and production inefficiencies
resulting from the consolidation of production facilities from three to two
plants. The Company anticipates that approximately $200,000 of additional
costs relating to the restructuring will be incurred in the fourth quarter of
fiscal 1997.
INVENTORY PROVISION
The Company continually reviews the net realizable value of its inventory. The
Company's analyses in the third quarter of fiscal 1997 identified certain
inventory items for which quantities on hand exceed forecasted needs. The
combined effect on the Company's inventory requirements due to the continued
decline in unit sales through the third quarter of fiscal 1997 and the
consolidation of manufacturing facilities and product line production
resulted in excess inventory levels. As a result, the Company recorded a
non-cash charge in the third quarter of $4,000,000 to write down certain
inventories to net realizable value.
NET LOSS
The third quarter of fiscal 1997 resulted in a net loss of $6,120,000 compared
to a net loss of $359,000 for the third quarter of fiscal 1996. For the nine
months ended March 29, 1997, the Company incurred a net loss of $7,724,000
compared to a net loss of $821,000 for the comparable period in fiscal 1996.
The year to date operating loss before income taxes for fiscal 1997 includes
the previously discussed restructuring charge of $1,100,000, the third quarter
inventory provision of $4,000,000, and other non-recurring costs related to the
California plant closing totaling $1,842,000.
6
NET SALES
Net sales for the third quarter of fiscal 1997 of $22,481,000 were down 14.3%
compared to net sales for the comparable period in fiscal 1996. Unit sales for
the third quarter in the current fiscal year were down 15.9%, compared to the
third quarter of the prior fiscal year. For the nine months ended March 29,
1997 (39 weeks), net sales of $68,192,000 were down 13.8% (11.6% adjusted for
the number of weeks differential) from net sales of the first nine months in
the prior fiscal year (40 weeks). Unit sales for the first nine months in the
current fiscal year are down 14.1% (11.9% adjusted for the number of weeks
differential) from unit sales of the same period in fiscal 1996.
As in the previous two quarters, the Company experienced overall lower customer
demand during the third quarter of fiscal 1997 in comparison with the same
period in fiscal 1996. Also, approximately one half of the $3,745,000 sales
decline in the third quarter of fiscal 1997, was due to the loss of one
specific customer in fiscal 1996. The net sales attributable to this customer
in the third quarter of fiscal 1996 approximated $2 million and in the first
nine months in fiscal 1996 net sales to this customer approximated $4 million.
Net sales declined $10,909,000 in the first nine months of fiscal 1997 compared
to the same period in fiscal 1996. Approximately $4,000,000 of this decline
was due to the loss of one specific customer, as mentioned above. $1.9 million
of the decline in net sales was due to the number of weeks differential (39
weeks in fiscal 1997, 40 weeks in fiscal 1996) in the two periods.
Approximately $1,400,000 of the decline in net sales is attributable to the
adverse impact of higher levels of customer returns (which are deductions in
calculating net sales). The remaining decrease in net sales was due to lower
customer demand and the mix of products sold to customers.
The Company has experienced a decline in demand from warehouse distributor
customers in fiscal 1997 compared to the prior fiscal year. Unit sales to
warehouse distributors have declined approximately 20 percent in the first
nine months of fiscal 1997 compared to the same period last year. The Company
believes that the aggressive consolidation and merger activity that has been
occurring within this distribution sector of the industry is related to the
overcapacity that has existed in the automotive aftermarket. The Company
anticipates that this consolidation activity will continue. Mitigating the
declining sales from warehouse distributors has been an increase in unit sales
to the Company's retail customers. Much of the growth of our national retail
customers is attributable to the expansion of their distribution through the
opening of new retail outlets.
In the first nine months of fiscal 1997, the Company's mix of product sold
reflects a higher level of mechanical product sales with a decline in
electrical product sales compared to the same period in fiscal 1996. Net sales
in the current fiscal year have been adversely impacted by this product mix
because mechanical products have a lower average sales price than electrical
products.
During the current fiscal year, the Company experienced a higher level of
customer returns compared to the prior fiscal year. Customer returns are for
re-usable "cores" (our basic raw material), warranty and stock adjustments
received in the normal course of business. The Company believes that it has
experienced a greater level of returns as many distributors have excess
inventories due to increased consolidation and merger activity. The Company
believes that to help rectify surplus inventory issues, distributors return as
much of their excess inventory as permissible within our policies.
7
GROSS MARGINS
The Company experienced a negative gross margin for the third quarter of fiscal
1997 compared to a gross margin of 20.9% for the same period in fiscal 1996.
The cost of goods sold in the third quarter of the current fiscal year included
one-time period costs of $498,000 related to the closing of the California
manufacturing facility and the one time $4,000,000 charge to provide a reserve
for excess inventory as discussed earlier. For the nine months ended March 29,
1997, the gross margin percentage was 14.1%, compared to the gross margin
percentage for the comparable period in the prior year of 20.6%. The gross
margin percentage before the impact of the inventory reserve adjustment and the
costs related to the closing of the facility would have been 19.9% and 21.5%,
for the third quarter and the first nine months of fiscal 1997, respectively.
The cost of goods sold in the current year included one-time period costs of
$1,054,000 related to the closing of the California manufacturing facility and
the $4,000,000 charge to increase reserves for excess inventory. The costs
related to the closing of the California facility included underabsorbed
overhead, additional overtime and inefficient labor costs as the production of
the California plant was shifted to the Company's remaining manufacturing
plants.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses in the third quarter of fiscal
1997 of $5,396,000 were down 1.6% or $90,000 from the same period in fiscal
1996. For the nine months ended March 29, 1997, selling, general and
administrative expenses of $15,111,000 declined 5.4% or $861,000 compared to
the first nine months of the prior fiscal year. Selling, general and
administrative expenses included non-recurring period costs in the third
quarter and first nine months of fiscal 1997 of $454,000 and $788,000,
respectively. These costs relate to the closing of the California facility and
include shipping costs to transport inventory and equipment, personnel
relocation costs, public relations and legal costs. The Company expects that
it will continue to incur non-recurring period expenses related to the closing
of the plant in the fourth quarter of fiscal 1997 but to a lesser extent.
INTEREST EXPENSE
Interest expense increased 16.1% and 10.1% in the third quarter and the first
nine months of the current fiscal year, respectively, over the comparable
periods of the last fiscal year. The increases are due primarily to the higher
interest rates in the current year compared to the prior year.
TAX PROVISION
As a result of the losses sustained through the third quarter, the Company
exceeded the amount of taxable income available for carryback and, as a result,
the Company recorded a tax provision of $543,000 to establish a valuation
allowance against net deferred tax assets. This tax provision was offset by a
tax benefit of $1,128,000 recorded for the nine months ended March 29, 1997.
LIQUIDITY AND SOURCES OF CAPITAL
Net cash of $3,107,000 was provided by operating activities for the nine months
ended March 29, 1997. The nine months ended March 30, 1996, provided net cash
from operating activities of $2,618,000. In the current fiscal year, cash was
provided from several areas. Inventory decreased slightly due to the effect of
reducing the level of on-hand inventories as a result of the consolidation of
the California facility's inventory to the Company's remaining manufacturing
facilities. Cash was provided by a decline in accounts receivable of
approximately $3 million, which is consistent with the lower sales volume in
the third quarter of the current fiscal year. Additional cash was provided by
a net increase in accounts payable, cash overdrafts and accrued liabilities of
$1,500,000. These balances have increased primarily due to the lengthening of
payment terms with our vendors during this period to fund the additional one-
time cash requirements that were the result of the consolidation of the
California manufacturing facility to the two remaining facilities. The
Company's loss from operations, which included a non-cash inventory adjustment
of $4,000,000 and the non-cash restructuring charge of $720,000, decreased the
cash provided from operating activities.
Cash of $370,000 was used in investing activities, primarily for property,
plant and equipment in the first nine months of the current fiscal year
compared to $676,000 used in the comparable period in the prior fiscal year.
Cash of $3,207,000 was also used in the first nine months of the current fiscal
year to reduce debt and advances under the Company's revolving line of credit
compared to $2,248,000 used for that purpose in the comparable period of the
prior fiscal year.
The Company's financing agreements consist of a $20 million revolving line of
credit and a $9 million term loan. The Company's primary lender was joined by
a second commercial lender in the second quarter of fiscal 1997 to the extent
of a one-third participation in the Company's line of credit and term loan.
The Company's revolving line of credit enables the Company to borrow up to $20
million based on a formula applied to the balances of the Company's inventory
and accounts receivable. The term loan, which had outstanding borrowings as of
March 29, 1997, of $5,143,000 is payable in equal quarterly installments which
are intended to extinguish the debt by December 31, 2000. During the third
quarter of the current fiscal year compliance with tangible net worth,
liabilities to worth, debt service, capital expenditures and operating
performance covenants were waived such that the loss sustained by the Company
did not result in a default under its financing agreement. Also, the Company's
revolving line of credit has been extended to March 31, 1998. The Company's
obligations under these agreements are secured by substantially all of its
assets.
Based on the Company's current operating forecast, it believes that its
existing cash balance and cash generated from operations combined with its
borrowing ability under its financing agreements will provide sufficient funds
to meet the Company's cash requirements for operations for the next twelve
months.
OUTLOOK
Consolidations and mergers have been frequent recently within the automotive
aftermarket. The Company, too, has mirrored the industry dynamics by
consolidating its own production facilities. The restructuring plan announced
by the Company in the first quarter of fiscal 1997 called for the closure of
the Company's California plant in December of 1996. This consolidation was
aimed at streamlining the Company's productive capacity to better match its
production requirements. Improved manufacturing efficiencies and profit
margins are expected to result from the restructuring. However, as
anticipated, the Company has incurred significant non-recurring period costs in
connection with the restructuring that were expensed as incurred in the first
nine months of fiscal 1997. The Company anticipates that there remains
approximately $200,000 of additional one-time period costs, to be incurred in
the last quarter of fiscal 1997, primarily related to costs to transfer certain
machinery and equipment.
The Company has experienced declining sales over the past two years and the
decline has worsened in the first nine months of the current year. During this
period the aftermarket has experienced significant consolidation within the
traditional warehouse distributor sector as smaller operations are replaced by
the more favorable economics of large-scale distribution. These consolidations
and mergers often result in excess inventory as warehouses are closed and
inventories consolidated. Following these consolidations, orders by
distributors often decline for a period of time as inventory levels are
adjusted. Also, these consolidations may result in large product returns as
distributors streamline newly combined operations.
The emergence of retail chains as major distributors of automotive aftermarket
products has also impacted the Company. A number of large retail chains have
evolved over the last ten years making successful inroads into product
distribution previously dominated by smaller independent warehouses. In fact,
the Company's business with retail chains has grown from a negligible
percentage ten years ago to 22% for its last fiscal year ending in June 1996.
While the retail business does present the Company with opportunities for
significant growth, it also presents unique challenges. Inventory management
practices by retailers can frequently result in large returns as the stock
keeping units and quantities maintained in a store's inventory plan are
constantly challenged and revised. In addition, retailers, accustomed to
higher inventory turnovers on lower gross margins, are extremely price
sensitive and exert considerable pressure on vendors for competitive pricing.
These practices have resulted in similar pricing pressures in the traditional
channels of distribution as warehouse distributors devise strategies to compete
with retailers.
Finally, while over longer periods of time the relationship of returns to sales
remains relatively constant, the timing of customer returns has been
unpredictable and inconsistent in relation to the orders received from
customers in a given time frame. Fluctuations in channel mix (retail versus
traditional warehouse distributors, for example) and product mix in product
sales can also be significant. All of these factors can have a significant
impact on the level of revenues and earnings. However, management believes
that the streamlining of its manufacturing operations will position the Company
competitively in the marketplace and make the Company an attractive supplier to
all distributors in the aftermarket.
During the month of April, 1997, the Company experienced a 9% decline in net
sales compared to the same period in fiscal 1996. However, it is uncertain at
this time if the lower unit sales in the month of April will be indicative of
the Company's performance for its fourth quarter.
CAUTIONARY STATEMENT
All statements in the foregoing discussion and analysis which are not
historical fact are forward looking statements. In connection with the "Safe
Harbor" provision of the Private Securities Litigation Reform Act of 1995, the
Company is providing the following cautionary statement to identify some (but
not necessarily all) of the important factors that could cause its actual
results to differ materially from those anticipated in any forward looking
statements made in this report or otherwise by or on behalf of the Company.
Actual results of the Company may differ from those anticipated in any forward
looking statement made by or on behalf of the Company due to the following
factors, among other risks and uncertainties affecting the Company's business:
lack of availability to the Company of adequate funding sources and cash from
operations, reduced product demand and industry over-capacity, the loss of or a
material reduction in orders from the Company's largest customer or other
material loss of business, the inability to realize the cost savings as
estimated in the Company's plan to restructure its operations, new business
acquisition costs, the impact of inflation and various other factors identified
in the discussion appearing under the heading "Outlook" above and elsewhere in
this report.
8
ARROW AUTOMOTIVE INDUSTRIES, INC.
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings.
None.
ITEM 2. Changes in Securities.
None.
ITEM 3. Default upon Senior
Securities.
None.
ITEM 4. Submission of Matters to a
Vote of Security Holders.
None.
ITEM 5. Other Information.
None.
ITEM 6. Exhibits and Reports on Form 8-K.
A. Exhibits
Exhibit 10.1 Waiver and Second Amendment to
Amended and Restated Revolving
Credit and Term Loan Agreement with
BankBoston, N.A. and BTM Capital
Corporation dated as of March 29, 1997. 16
Exhibit 10.2 Director and Officer Liability
Insurance Policy and Excess Policy 21
Exhibit 27. Financial Data Schedule
9
ARROW AUTOMOTIVE INDUSTRIES, INC.
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 thereunto duly authorized.
ARROW AUTOMOTIVE INDUSTRIES, INC.
(Registrant)
May 16, 1997 /s/ Jim L. Osment
Jim L. Osment
President and Chief Executive Officer
May 16, 1997 /s/ James F. Fagan
James F. Fagan
Executive Vice President, Treasurer
and Chief Financial Officer
10