Harbinger Group Inc.
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SEC Filings

PRER14A
HRG GROUP, INC. filed this Form PRER14A on 11/14/1995
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<PAGE>
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
NOTE 4. ACQUISITIONS--(CONTINUED)
 
  The following pro forma information for Zapata for the twelve months ended
September 30, 1994 and September 30, 1993 includes the historical results of
Zapata, adjusted for the results of Energy Industries as if the Energy
Industries Acquisition had been consummated on October 1, 1992 (unaudited) (in
thousands, except per share amounts).
 

<TABLE>
<CAPTION>
                                                                TWELVE MONTHS
                                                                    ENDED
                                                                SEPTEMBER 30,
                                                              -----------------
                                                                1994     1993
                                                              -------- --------
      <S>                                                     <C>      <C>
      Revenues............................................... $343,840 $328,317
      Income from continuing operations before taxes.........    1,450   19,594
      Income from continuing operations......................      772   13,564
      Income per share from continuing operations............     0.01     0.44
</TABLE>

 
  The pro forma adjustments to Zapata's results for fiscal 1994 to reflect the
Energy Industries Acquisition increased revenues by $6,014,000, as well as
increasing income from continuing operations before taxes by $174,000.
Additional pro forma adjustments for fiscal 1994 included the elimination of
$124,000 of various operating and administrative expenses that were charged to
Energy Industries from an affiliate, additional depreciation of $120,000 and
$41,000 of goodwill amortization, a reduction in net interest expense of
$161,000 related to notes receivable and payable that were not acquired by
Zapata and a federal tax provision of $104,000.
 
  The pro forma adjustments to Zapata's results for fiscal 1993 to reflect the
Energy Industries Acquisition increased revenues by $63,272,000, as well as
income before tax by $3,737,000. Additional pro forma adjustments for fiscal
1993 included the elimination of $2,696,000 of various operating and
administrative expenses that were charged to Energy Industries from an
affiliate, additional depreciation of $1,440,000 and $429,000 of goodwill
amortization, a reduction in net interest expense of $2,007,000 related to
notes receivable and payable that were not acquired by Zapata, a federal tax
provision of $2,380,000 and the issuance of 2.7 million shares of Common Stock.
 
  The pro forma amounts presented above may not be indicative of the results
that would have actually resulted if the transactions had occurred on the date
indicated or which may be obtained in the future.
 
  The Company expects to dispose of its heat exchanger manufacturing operation
in fiscal 1995. These operations were acquired as part of the Energy Industries
acquisition. The sale of the heat exchanger operation is not expected to have a
material impact on the Company's results of operations or financial position.
 
  During the first quarter of fiscal 1993, Zapata acquired the common stock of
Cimarron for $3.8 million consisting of $2.5 million and 437,333 shares of
Common Stock. Cimarron through its subsidiaries is involved in natural gas and
natural gas liquids related businesses. Zapata accounted for the acquisition
using the purchase method of accounting and recorded $2.0 million of goodwill
in connection therewith. The goodwill is being amortized over 20 years. The
following assets and liabilities were acquired effective October 1, 1992 (in
millions):
 

<TABLE>
       <S>                                                                <C>
       Current assets.................................................... $20.3
       Property and equipment, net.......................................   2.0
                                                                          -----
                                                                          $22.3
                                                                          =====
       Current liabilities............................................... $19.6
       Long-term debt....................................................    .7
                                                                          -----
                                                                          $20.3
                                                                          =====
</TABLE>

 
 
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