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): July 24, 2000
-------------
Swiss Army Brands, Inc.
-----------------------
(exact name of registrant as specified in its charter)
Delaware 0-12823 13-2797726
-------- ------- ----------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
One Research Drive, Shelton, CT 06484
------------------------------- -----
(Address of principal executive offices) (Zip code)
Registrant's Telephone Number, including Area Code: (203) 929-6391
--------------
N/A
(Former name or former address, if changed since last report)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITON OF ASSETS
On August 7, 2000, Swiss Army Brands, Inc., a Delaware corporation (the
"Company"), filed a Current Report on Form 8-K disclosing that on July 24, 2000,
the Company, through a wholly-owned subsidiary, and Victorinox AG, a Swiss
Corporation and a principal supplier to and substantial shareholder of the
Company ("Victorinox"), each acquired 50% of the issued and outstanding capital
stock of Xantia S.A., Fabrique de Montres Prcision ("Xantia"), the principal
manufacturer and assembler of watches sold by the Company. The Xantia shares
were acquired by both firms from Michel and Irene Thievent (the "Sellers")
pursuant to an agreement of June 23, 2000, as amended by agreements of July 10,
2000 and July 24, 2000 (collectively the "Agreements"), which contain provisions
intended to secure ongoing control of Xantia by the Company.
Pursuant to the Agreements, the Company paid at the closing 2,250,000 Swiss
Francs ("CHF") ($1,354,500) and delivered 108,374 shares of the Company's Common
Stock, such shares being valued for purposes of the Agreements at 1,000,000 CHF
($602,000) based upon the average daily closing price of such stock during the
period June 30, 2000 through July 14, 2000. At the closing, Victorinox paid to
the Sellers 3,250,000 CHF ($1,956,500). Each of the Company and Victorinox also
agreed to pay an additional 12,000,000 CHF ($7,224,000) over the next seven
years plus interest with the total purchase price subject to upward or downward
adjustment.
The source of funds for the acquisition by the Company was a bank line of
credit from the Company's existing lender. The purchase price was determined on
the basis of arm-length negotiations between the Company and the Sellers. The
division of the purchase price between the Company and Victorinox was based upon
an arms length agreement to share equally in the acquisition.
Pursuant to the Agreements, the Company and Victorinox each own 50% of the
capital stock of Xantia. Following the acquisition, Xantia retained all of its
pre-closing assets, including plant and equipment used in the manufacture and
assembly of watches and other timepieces and will continue to employ those
assets to manufacture timepieces to be supplied to the Company and to third
party customers.
<PAGE>
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
The following financial statements relate to Xantia
Report of Independent Public Accountants.
Balance Sheets as of September 30, 1999 and 1998.
Statements of Operations for the years ended September 30, 1999
and 1998.
Statements of Retained Earnings for the year ended September 30, 1999
and 1998.
Statements of Cash Flows for the years ended September 30, 1999
and 1998.
Notes to Financial Statements.
(b) Pro Forma Financial Information (unaudited).
Pro Forma Consolidated Balance Sheet as of June 30, 2000.
Pro Forma Consolidated Statement of Operations for the Six
Months Ended June 30, 2000.
Pro Forma Consolidated Statement of Operations for the Year
Ended December 31, 1999 .
Notes to Unaudited Pro Forma Consolidated Financial Statements.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
Report of the auditors
to the Board of Directors of
Xantia S.A., Fabrique de Montres de Prcision
As auditors of Xantia S.A., Fabrique de Montres de Prcision, we have audited the
financial statements (balance sheets, statements of operations, shareholders'
equity and cash flows and notes) of Xantia S.A., Fabrique de Montres de
Prcision, for the years ended September 30, 1999 and 1998.
These financial statements are the responsibility of the Board of Directors. Our
responsibility is to express an opinion on these financial statements based on
our audits. We confirm that we meet the legal requirements concerning
professional qualification and independence.
Our audits were conducted in accordance with auditing standards generally
accepted in the United States, which require that an audit be planned and
performed to obtain reasonable assurance about whether the financial statements
are free of material misstatement. We have examined on a test basis evidence
supporting the amounts and disclosures in the financial statements. We have also
assessed the accounting principles used, significant estimates made and the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements give a true and fair view of the
financial position, the results of operations and the cash flows in accordance
with accounting principles generally accepted in the United States consistently
applied.
ARTHUR ANDERSEN AG
Berne, Switzlerand
September 29, 2000
<PAGE>
<TABLE>
<CAPTION>
XANTIA S.A., FABRIQUE DE MONTRES DE PRCISION
BALANCE SHEETS - SEPTEMBER 30, 1999 AND 1998
(Amounts in Swiss Francs)
A S S E T S
<S> <C> <C>
1999 1998
CURRENT ASSETS:
Cash 8,089,336 5,041,865
Receivables-
Trade, net of allowance for doubtful
accounts of CHF 105,000 for both
periods 2,366,046 4,447,562
Other 362,827 445,948
Short term loan - related party 259,359 250,000
Inventories 4,609,600 5,969,900
Prepayments and other assets 130,246 80,368
--------- ----------
Total assets 15,817,414 16,235,643
---------- -----------
FIXED ASSETS, NET 4,906,903 2,948,625
---------- -----------
Total assets 20,724,317 19,184,268
========== ===========
</TABLE>
The accompanying notes to financial statements are an intergal part of these
balance sheets.
<PAGE>
<TABLE>
<CAPTION>
XANTIA S.A., FABRIQUE DE MONTRES DE PRCISION
BALANCE SHEETS - SEPTEMBER 30, 1999 AND 1998
(Amounts in Swiss Francs)
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
1999 1998
---- ----
CURRENT LIABILITIES:
Accounts payable-
Trade and other 1,387,138 2,906,310
Related parties 35,286 6,366
Amounts due to shareholder 430,609 195,000
Accrued liabilities 1,114,005 718,978
Deferred income taxes 657,750 724,250
--------- ---------
Total current liabilities 3,624,788 4,550,904
--------- ----------
LONG-TERM LIABILITIES:
------- ------
Deferred Income taxes 221,000 11,035
------- ------
COMMITMENTS AND CONTINGENCIES (NOTE 7)
SHAREHOLDERS' EQUITY:
Share capital; par value CHF 1,000
per share, 200 shares authorized,
issued and outstanding 200,000 200,000
Retained earnings 16,678,529 14,422,329
---------- ----------
Total shareholders' equity 16,878,529 14,622,329
---------- ----------
Total liabilities and
shareholders' equity 20,724,317 19,184,268
========== ==========
</TABLE>
The accompanying notes to financial statements are an intergal part of these
balance sheets.
<PAGE>
<TABLE>
<CAPTION>
XANTIA S.A., FABRIQUE DE MONTRES DE PRECISION
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 1999 AND 1998
(Amounts in Swiss Francs)
1999 1998
<S> <C> <C>
Net sales 33,795,828 29,542,567
Cost of sales 28,190,456 25,346,423
---------- ----------
Gross profit 5,605,372 4,196,144
Selling , general and administrative expenses 2,607,021 2,540,333
---------- ----------
Operating income 2,998,351 1,655,811
Interest income and other, net 40,860 154,345
---------- ----------
Income before income taxes 3,039,211 1,810,156
Income tax provision 783,011 557,511
---------- ----------
Net income 2,256,200 1,252,645
========== ==========
</TABLE>
The accompanying notes to financial statements are an intergal part of these
statements.
<PAGE>
<TABLE>
<CAPTION>
XANTIA S.A., FABRIQUE DE MONTRES DE PRCISION
STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 1999 AND 1998
(Amounts in Swiss Francs)
Total
Share Retained Shareholders'
Capital Earnings Equity
------- --------- -------------
<S> <C> <C> <C>
Balance, October 1, 1997 200,000 15,169,684 15,369,684
Dividend paid - (2,000,000) (2,000,000)
Net income for the year ended
September 30, 1998 - 1,252,645 1,252,645
------- ---------- ----------
Balance, September 30, 1998 200,000 14,422,329 14,622,329
Net income for the year ended
September 30, 1999 - 2,256,200 2,256,200
------- ---------- ----------
Balance, September 30, 1999 200,000 16,678,529 16,878,529
======= ========== ==========
</TABLE>
The accompanying notes to financial statements are an intergal part of these
statements.
<PAGE>
<TABLE>
<CAPTION>
XANTIA S.A., FABRIQUE DE MONTRES DE PRCISION
STATEMENTS OF CASH FLOW
FOR THE YEARS ENDED SEPTEMBER 30, 1999 AND 1998
(Amounts in Swiss Francs)
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income 2,256,200 1,252,645
Adjustment to reconcile net income to net
cash provided from operating activities:
Depreciation 280,146 114,497
Deferred income taxes 143,465 65,250
Change in assets and liabilities-
Accounts receivable, trade and other 2,164,637 (1,707,476)
Inventories 1,360,300 (1,323,576)
Short term loan - related party (9,359) -
Prepayments and other assets (49,878) (32,355)
Accounts payable, trade, related
party and other (1,490,252) 1,441,430
Accrued liabilities 630,636 932,302
----------- ----------
Net cash provided by operating
activities 5,285,895 742,717
----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (2,238,424) (2,860,308)
----------- ----------
Net cash used in investing
activities (2,238,424) (2,860,308)
----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividend paid - (2,000,000)
----------- ----------
Net cash used in financing
activities - (2,000,000)
----------- ----------
NET INCREASE (DECREASE) IN CASH: 3,047,471 (4,117,591)
Cash, beginning of period 5,041,865 9,159,456
----------- ----------
Cash, end of period 8,089,336 5,041,865
=========== ==========
</TABLE>
The accompanying notes to financial statements are an intergal part of these
statements.
<PAGE>
XANTIA S.A., FABRIQUE DE MONTRES DE PRCISION
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
(Amounts in Swiss Francs)
1. Operations
Xantia S.A., Fabrique de Montres de Prcision (the "Company"or "Xantia")
produces and distributes watches and components of watches. The watches are
sold to independent distributors, principally in the United States, France
and other European countries.
2. Basis of Presentation
The financial statements have been prepared in accordance with accounting
principles generally accepted in the United States. The Company's
functional currency is the Swiss Franc.
3. Accounting Principles
Revenue Recognition
-------------------
The Company recognizes revenue upon shipment of product. Net sales are
comprised of gross revenues less returns and customer allowances.
Cash and Cash Equivalents
-------------------------
Cash and cash equivalents consist of all highly liquid investments with
original maturities of three months of less.
Long-Lived Assets
-----------------
The Company follows Statement of Financial Accounting Standards ("SFAS")
No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of." The Company continually reviews the
recoverability of the carrying value of these assets using the provisions
of SFAS No. 121. Based upon the Company's review of its long-lived assets,
no impairment exists at September 30, 1999.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
4. Inventories
Inventories are stated at cost as determined by the first-in, first-out
method or market. Finished goods consists of watches and work in process
are components and watches held at the assemblers. The following is a
summary of inventories at September 30, 1999 and 1998, respectively:
<PAGE>
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Raw materials 1,818,597 2,762,254
Work in process 744,943 1,321,546
Finished goods 802,335 766,804
Spare parts 1,243,725 1,119,296
---------- ---------
Total 4,609,600 5,969,900
========== =========
</TABLE>
5. Fixed assets
Fixed assets are stated at historical cost less accumulated depreciation.
Major additions and improvements are capitalized while minor replacements,
maintenance and repairs, which do not increase the useful lives of the
property and equipment are expensed. Depreciation is recorded on a
straight-line basis based on the expected useful life of the respective
asset. Cars and vehicles are depreciated over five years, production
equipment over ten years, machinery over five years, office equipment over
eight years and the building is depreciated over fifty years.
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Cars and vehicles 104,867 104,867
Production equipment 1,012,771 13,166
Machinery 230,744 153,331
Office equipment 232,615 74,440
Building 3,840,617 2,837,850
--------- ---------
Total 5,421,614 3,183,654
Accumulated depreciation (514,711) (235,029)
--------- ---------
Fixed assets, net 4,906,903 2,948,625
========= =========
</TABLE>
6. Income taxes
The Company accounts for income taxes in accordance with SFAS No. 109.
Under SFAS No. 109, deferred income taxes are provided to reflect temporary
differences between the financial and tax bases of assets and liabilities
using presently effective tax rates and laws. Income taxes are provided for
all items included in the statements of income, regardless of when such
items are reported for income tax purposes or when such taxes are actually
paid. The Swiss federal tax rate for the Company is approximately 9% and
Cantonal and Communal taxes amount to up to a maximum rate of 22%.
<PAGE>
The components of the income tax provision for the years ended September
30, 1999 and September 30, 1998, respectively, are as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Current taxes 639,546 492,261
Deferred taxes 143,465 65,250
------- -------
Total 783,011 557,511
======= =======
</TABLE>
The component of the deferred tax liability at September 30, 1999 and
September 30, 1998, respectively, are as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Inventory reserves 605,000 705,000
Allowance for doubtful
accounts 64,000 82,000
Depreciation 221,000 11,000
Other (11,000) (63,000)
------- ------
Total 879,000 735,000
======= =======
</TABLE>
7. Related party transactions
Xantia buys components for watches from Cosmos S.A. whose major shareholder
is the majority shareholder of Xantia. The Company believes that all
transactions between the Company and Cosmos S.A. are made at arms' length
terms. In the year ended September 30, 1999 and 1998, the volume of
purchased components amounted to CHF 318,477 and CHF 55,691, respectively.
The short-term loan with the related party is stated at nominal value,
which amounts to CHF 250,000. In the year ended September 30,1999, interest
of CHF 9,359 was accrued. This loan was repaid on July 10, 2000.
The amount due from shareholder bears interest at 4% per annum.
8. Rent and lease commitments
Rent expense totaled CHF 58,171 and CHF 104,728 for the years ended
September 30, 1999 and 1998, respectively. The Company has a property right
on which its building is built. The land is the property of municipality of
Bienne, Switzerland and leased to Xantia until December 31, 2037, when the
lease will be automatically renewed. For the lease of the property, the
Company pays an annual rent of CHF 21,537. The Company does not have any
other lease commitments.
<PAGE>
9. Employee benefits
Employee benefits are provided in accordance with the legal requirements in
Switzerland. Contributions are determined as a percentage of employee
salaries, paid half by the employees and half by the Company.
Administrative costs of the funds managed by an independent professional
collective fund are paid by the Company. Employee benefit costs were CHF
96,665 and CHF 87,548 for the years ended September 30, 1999 and 1998,
respectively.
10. Significant customer
In 1999, 97% of the sales were derived from one single customer, which
amounted to CHF 32,769,940. In 1998, sales of CHF 26,110,860 (88%) were
derived from the same single customer.
11. Product warranty
The Company warranties watches for defects in materials and workmanship.
The Company has contracted insurance coverage for such cases up to an
amount of CHF 3,000,000 per warranty claim, which management believes is
adequate.
12. Subsequent event
On July 24, 2000, Swiss Army Brands, Inc., through a wholly owned
subsidiary (the "Company"), and Victorinox AG, a Swiss Corporation
("Victorinox"), each acquired 50% of the issued and outstanding capital
stock of Xantia. The Xantia shares were acquired by both firms from the
shareholders of Xantia pursuant to an agreement of June 23, 2000, as
amended by agreements as of July 10, 2000 and July 24, 2000.
<PAGE>
SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The unaudited pro forma consolidated balance sheet as of June 30, 2000, the
unaudited pro forma consolidated statement of operations for the six months
ended June 30, 2000, and the unaudited pro forma consolidated statement of
operations for the year ended December 31, 1999, are based upon the historical
consolidated financial statements of Swiss Army Brands, Inc. and subsidiaries
(the "Company" or "Swiss Army") and the financial statements of Xantia. The pro
forma statement of operations for the year ended December 31, 1999, are based
upon Xantia's statement of operations for the year ended September 30, 1999 as
this is Xantia's fiscal year-end. The pro forma statement of operations and
balance sheet for June 30,2000 are based upon Xantia's March 31, 2000 financial
statements. The pro forma consolidated statements of income have been prepared
after giving effect to pro forma adjustments described in the notes thereto as
if the acquisition of Xantia occurred on the first day of the respective
periods, and the pro forma consolidated balance sheet has been prepared as if
the acquisition of Xantia occurred on the last day of the period. The assets and
liabilities of Xantia have been translated to U.S. dollars using the exchange
rate at the balance sheet date. Results of operations are translated using the
average exchange rate prevailing throughout the period.
The unaudited pro forma consolidated statements of income and balance sheet
do not purport to represent what the results of operations of the Company would
actually have been if the events described in the notes thereto had in fact
occurred at the beginning of such period, or to project the results of
operations of the Company for any future date or period.
The unaudited pro forma consolidated statements of income and balance sheet
should be read in conjunction with the Company's financial statements including
the notes thereto included in the Company's report on Form 10-K for the year
ended December 31, 1999 and Xantia's financial statements including the notes
thereto included elsewhere in this Form 8-K/A filing.
<PAGE>
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 2000
(IN THOUSANDS)
Pro Forma
Swiss Army Xantia Adjustments Pro Forma
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 578 $ 3,357 ($1,508)(a) $ 2,427
Accounts receivable 25,809 1,900 (1,710)(b) 25,999
Inventories 41,279 1,640 50 (c) 42,969
Deferred income taxes 2,242 - - 2,242
Prepaid and other 4,256 242 - 4,498
------ ----- ------- -------
Total current assets 74,164 7,139 (3,168) 78,135
Deferred income taxes 1,460 - - 1,460
Property, plant and equipment, net 4,643 2,969 - 7,612
Investments 6,972 - - 6,972
Intangible assets, net 10,932 - 3,096 (c) 14,028
Other assets, net 14,907 - - 14,907
-------- ------ -------- --------
Total Assets $113,078 $10,108 ($72) $123,114
======== ====== ======== ========
Pro Forma
Swiss Army Xantia Adjustments Pro Forma
Current liabilities:
Debt $ 875 $ - $694 (a) $1,569
Accounts payable 21,217 1,265 (1,710)(b) 20,772
Deferred income taxes - 397 - 397
------- ------- ------- -------
Total current liabilities 22,092 1,662 (1,016) 22,738
Long-term liabilities:
Debt 12,535 - 6,544 (a) 19,079
Deferred income taxes and other 792 133 - 925
------- -------- ------- -------
Total liabilities 35,419 1,795 5,528 42,742
------- -------- ------- -------
Minority interest payable - - 2,110 (b) 2,110
------- -------- ------- -------
Stockholders' equity:
Common stock 897 120 (120)(b) 897
Additional paid-in capital 49,116 - (105)(a) 49,011
Accumulated other comprehensive
income (loss) 410 - - 410
Retained earnings 36,007 8,193 (8,193)(b) 36,007
-------- -------- -------- -------
86,430 8,313 (8,418) 86,325
Less: Treasury stock (8,711) - 708 (a) (8,003)
Deferred compensation (60) - - (60)
-------- -------- -------- -------
Total stockholders' equity 77,659 8,313 (7,710) 78,262
-------- -------- -------- -------
Total Liabilities and Stockholders'
Equity $113,078 $10,108 ($72) $123,114
======== ======== ======== =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Pro Forma
Swiss Army Xantia Adjustments Pro Forma
<S> <C> <C> <C> <C>
Net revenues $54,881 $ 8,841 $ (8,222)(b) $55,500
Cost of sales 33,364 7,426 (8,048)(b) 32,742
------- -------- ------- --------
Gross Profit 21,517 1,415 (174) 22,758
Selling, general and administrative
expenses 21,780 922 78 (b) 22,780
------- -------- ------- --------
Operating income (loss) (263) 493 (252) (22)
Interest income (expense), net (559) 26 (163)(e) (696)
Investment income 1,583 - - 1,583
-------- -------- ------- --------
Total other income, net 1,024 26 (163) 887
Income (loss) before income taxes and
minority interest 761 519 (415) 865
Income tax provision (benefit) 330 135 (162) 303
Minority interest expense - - (52)(b) (52)
-------- -------- -------- --------
Net income $ 431 $ 384 ($305) $510
======== ======== ======== ========
Basic and diluted earnings per share $0.05 $0.06
======== ========
Weighted average number of shares
outstanding:
Basic 7,895 8,003
======== ========
Diluted 8,110 8,218
======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Pro Forma
Swiss Army Xantia Adjustments Pro Forma
<S> <C> <C> <C> <C>
Net revenues $129,546 $23,262 (21,801)(b) $131,017
Cost of sales 78,606 19,403 (21,389)(b) 76,620
-------- -------- -------- --------
Gross profit 50,940 3,859 (412) 54,387
Selling, general, administrative
expenses 46,305 1,794 155 (b) 48,254
-------- -------- -------- --------
Operating income (loss) 4,635 2,065 (567) 6,133
Interest income (expense), net (704) 28 (372)(e) (1,048)
Investment loss (2,280) - - (2,280)
-------- -------- -------- ---------
Total other income, net (2,984) 28 (372) (3,328)
-------- -------- -------- ---------
Income (loss) before income taxes
and minority interest 1,651 2,093 (939) 2,805
Income tax provision (benefit) 1,531 540 (366) 1,705
Minority interest - - (546)(b) (546)
-------- ------- -------- -------
Net income (loss) $ 120 $1,553 ($1,119) $554
======== ======= ======== =======
Earnings per share:
Basic $ 0.02 $ 0.07
======== =========
Diluted $ 0.01 $ 0.07
======== =========
Weighted average number of shares
outstanding:
Basic 7,862 7,970
======== =========
Diluted 8,021 8,129
======== =========
</TABLE>
<PAGE>
NOTES TO UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL STATEMENTS
1. The pro forma results presented are based on a preliminary allocation of
purchase price according to the purchase method of accounting. The
aggregate purchase price has been allocated to the assets and liabilities
of Xantia based on preliminary estimates of fair market value. Any
adjustments resulting from the final purchase price allocation, which could
result in changes to the carrying values of assets and liabilities,
including goodwill, are not expected to be material to the financial
statements. The purchase price has resulted in acquired goodwill of
approximately $3.1 million, which is being amortized on a straight-line
basis over 20 years. The following is a summary of the preliminary
allocation (in thousands):
<TABLE>
<S> <C>
Cash......................................... $ 3,400
Accounts receivable.......................... 1,900
Inventory.................................... 1,600
Other current assets......................... 260
Fixed assets ............................. 2,970
Goodwill..................................... 3,100
Accrued expenses and other liabilities....... (1,700)
--------
$11,530
========
</TABLE>
2. The following are the pro forma adjustments for the year ended December 31,
1999 and June 30, 2000:
(a) Recording of debt and equity related to the acquisition of Xantia.
(b) Adjustment to consolidate the financial results of Xantia and Swiss
Army, record minority interests and to eliminate intercompany sales,
profits and receivables.
(c) Adjustment to record the assets of Xantia based upon their estimated
fair values.
(d) Adjustment for goodwill amortization related to the acquisition of
Xantia, and adjustment for cost of sales of inventory acquired based on
their estimated fair values.
(e) Interest expense related to borrowings under the Company's line of
credit and debt owed to the former shareholders of Xantia.
<PAGE>
EXHIBITS:
2.1 Share Purchase Agreement, dated as of June 23, 2000, by and among the
Company, the Buyer, and the Seller. (A list of exhibits and schedules to
the Share Purchase Agreement is set forth therein. The Company agrees to
furnish to the Commission supplementally, upon request, a copy of any such
exhibits or schedules not otherwise filed herewith.).*
2.2 Amendment to the Share Purchase Agreement, dated as of July 10, 2000,
by and among the Company, the Buyer, and the Seller.*
2.3 Second Amendment to the Share Purchase Agreement, dated as of July 24,
2000, by and among the Company, the Buyer, the Seller and Victorinox AG.*
99.1 Press release of Company dated June 26, 2000 relating to the
acquisition of the Xantia. *
99.2 Press release of Company dated July 24, 2000 relating to the
acquisition of the Xantia.*
* Indicates Exhibit was filed on August 7, 2000 with the Company's Current
Report on Form 8-K.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
SWISS ARMY BRANDS, INC.
(Registrant)
Dated: October 6, 2000 By: /s/ J. Merrick Taggart
Name: J. Merrick Taggart
Title: President and Chief Executive Officer
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