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FORM 10-K - Harman

FORM 10-K - Harman

FORM 10-K - Harman

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We continue to incur costs relating to our restructuring program, which is designed to address our global<br />

footprint, cost structure, technology portfolio, human resources and internal processes. Restructuring is further<br />

described under the caption Restructuring later in this discussion.<br />

Recent Events<br />

Issuance of Common Stock<br />

On June 23, 2009, we completed a public offering of <strong>10</strong>,667,000 shares of our common stock at the offering<br />

price of $18.75 per share, less a 4.75 percent underwriting discount. We received cash proceeds of $189.8<br />

million, net of expenses of $0.7 million. In connection with this transaction, approximately $0.1 million was<br />

recorded as an increase in our common stock and $189.7 million was recorded as an increase in additional<br />

paid-in capital in our Consolidated Balance Sheet at June 30, 2009.<br />

Reduction in Available Credit Under the Amended Credit Agreement<br />

In connection with our public offering of common stock, described above and in Note 11 – Shareholder’s<br />

Equity and Share-Based Compensation, in the Notes to the Consolidated Financial Statements, on June 15, 2009,<br />

we and our wholly-owned subsidiary, <strong>Harman</strong> Holding GmbH & Co. KG, entered into the First Amendment to<br />

the Second Amended and Restated Multi-Currency, Multi-Option Credit Agreement (the “First Amendment”).<br />

The purpose of the First Amendment was to reduce the Equity Prepayment Percentage, as defined in the Second<br />

Amended and Restated Multi-Currency, Multi-Option Credit Agreement dated March 31, 2009, by and among<br />

<strong>Harman</strong> International Industries, Incorporated, <strong>Harman</strong> Holding GmbH & Co. KG, JPMorgan Chase Bank, N.A.,<br />

as administrative agent, and the several banks party thereto (the “Amended Credit Agreement”) from 50 percent<br />

to 20 percent for a limited period of time ending June 30, 2009. The Equity Prepayment Percentage is the<br />

amount, expressed as a percentage, of net cash proceeds received from the public offering of our common stock<br />

that we had to repay under the revolving credit facility. As a result, we repaid $38 million of borrowings under<br />

the Amended Credit Agreement, which represented 20 percent of the net cash proceeds received from the public<br />

offering. In addition, our borrowing capacity under the Amended Credit Agreement was reduced by $38 million,<br />

to a net borrowing capacity of $232 million at June 30, 2009. In connection with the reduction in our borrowing<br />

capacity, we wrote off $1.2 million of debt issuance costs to interest expense in our Consolidated Statements of<br />

Operations, representing our net reduction in borrowing capacity in accordance with EITF 98-14, “Debtor’s<br />

Accounting for Changes in Line-of-Credit or Revolving Debt Agreements.” At June 30, 2009, the unamortized<br />

balance of debt issuance costs was $7.5 million.<br />

At June 30, 2009, we had no available borrowing capacity under the Amended Credit Agreement and<br />

outstanding borrowings of $234.7 million, consisting of $227.3 million under the revolving credit facility and<br />

outstanding letters of credit of $7.4 million. Our total borrowings exceeded our borrowing capacity due to foreign<br />

currency translation. The Amended Credit Agreement contains a provision that allows our total outstanding<br />

borrowings to exceed the borrowing capacity by 5 percent which is equal to $243.6 million. At June 30, 2009, we<br />

had not exceeded this amount.<br />

The Amended Credit Agreement contains financial and other covenants that require us to maintain certain<br />

specified ratios and liquidity levels, and imposes certain limitations on us and certain of our subsidiaries, which<br />

are more fully described in the section entitled Financial Condition, within this Management’s Discussion and<br />

Analysis and in Note 6 – Debt in our Notes to the Consolidated Financial Statements.<br />

Critical Accounting Policies<br />

The methods, estimates and judgments we use in applying our accounting policies, in conformity with<br />

generally accepted accounting principles in the United States (“GAAP”), have a significant impact on the results<br />

we report in our financial statements. We base our estimates on historical experience and on various other<br />

assumptions that we believe to be reasonable under the circumstances. The estimates affect the carrying values of<br />

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