UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event July 11, 1997
reported):
JOHNSON WORLDWIDE ASSOCIATES, INC.
(Exact name of Registrant as specified in its charter)
Commission File Number 0-16255
Wisconsin 39-1536083
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1326 Willow Road, Sturtevant, Wisconsin 53177
(Address of principal executive offices, including zip code)
(414) 884-1500
(Registrant's telephone number, including area code)
<PAGE>
The undersigned Registrant hereby amends Item 7 of its Current
Report on Form 8-K dated July 11, 1997 to provide in its entirety as
follows:
Item 7 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired - Uwatec Group
Independent Auditors' Report
Combined Balance Sheet as of December 31, 1996
Combined Statement of Operations for the Year Ended December 31,
1996
Combined Statement of Changes in Shareholders' Equity for the Year
Ended December 31, 1996
Combined Statement of Cash Flows for the Year Ended December 31,
1996
Notes to the Combined Financial Statements
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Uwatec AG
We have audited the accompanying combined balance sheet of the Uwatec
Group (as defined in Note 1) as of December 31, 1996, and the related
combined statements of operations, changes in shareholders' equity and
cash flows for the year ended December 31, 1996. These combined financial
statements are the responsibility of the Group's management. Our
responsibility is to express an opinion on these combined financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards in the United States of America. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, the combined financial statements referred to above
present fairly, in all material respects, the combined financial position
of the Uwatec Group as of December 31, 1996, and the combined results of
their operations and their cash flows for the year ended December 31, 1996
in conformity with generally accepted accounting principles in the United
States of America.
KPMG Fides Peat
/s/ Gunter Haag /s/ Orlando Lanfranchi
Gunter Haag Orlando Lanfranchi
Zurich, Switzerland
August 13, 1997
<PAGE>
UWATEC GROUP
COMBINED BALANCE SHEET
As of December 31, 1996
(in thousands of Swiss Francs)
ASSETS
Current assets:
Cash and cash equivalents CHF 749
Trade accounts receivable, net of allowance
of CHF 921 4,534
Inventories 17,759
Fixed assets to be disposed of 5,694
Other current assets 650
---------
Total current assets 29,386
Property, plant and equipment, net 2,797
Deferred taxes 125
Loans 16
---------
Total assets CHF 32,324
=========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade accounts payable CHF 9,815
Accrued expenses and deferred income 401
Income tax 1,109
Deferred taxes 1,369
Bank and other loans 8,954
Debts payable to shareholders 4,380
Other current liabilities 901
--------
Total current liabilities 26,929
Long-term debt due to third parties 935
Deferred taxes 22
--------
Total liabilities 27,886
Minority interest 185
Shareholders' equity:
Share capital 150
Retained earnings 4,390
Currency translation adjustment (287)
--------
Total shareholders' equity 4,253
Commitments and contingencies
Total liabilities and shareholders' equity CHF 32,324
========
See the accompanying notes to the combined financial statements.
<PAGE>
UWATEC GROUP
COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 1996
(in thousands of Swiss Francs)
1996
Net sales CHF 30,252
Cost of goods sold (13,083)
---------
Gross profit 17,169
Selling, general and administrative costs
Personnel expenses (6,153)
Maintenance, cars (355)
Advertising, travelling (2,521)
Research and development expenses (593)
General administrative costs (3,577)
--------
(13,199)
--------
Income from operations 3,970
Interest expense (704)
Interest income 26
Costs of ship, net (2,345)
Foreign currency translation, net (55)
--------
Income before taxes and minority interest 892
Provision for taxes (854)
Minority interest (34)
Net profit CHF 4
========
See the accompanying notes to the combined financial statements.
<PAGE>
UWATEC GROUP
COMBINED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the Year Ended December 31, 1996
(in thousands of Swiss Francs)
Currency
Share Retained Translation
Capital Earnings Adjustment Total
Balance at December 31,
1995 CHF 150 4,386 4,536
Net profit 4 4
Change in currency
translation adjustment (287) (287)
------ ------ ------ -----
Balance at December 31,
1996 CHF 150 4,390 (287) 4,253
------ ------ ------ -----
See the accompanying notes to the combined financial statements.
<PAGE>
UWATEC GROUP
COMBINED STATEMENT OF CASH FLOWS
For the Year Ended December 31, 1996
(in thousands of Swiss Francs)
1996
Cash flows from operating activities:
Net profit CHF 4
Adjustments to reconcile net profit to net
cash provided by operating activities:
Foreign currency effect on Loan of Sport
Investment Holding 161
Minority interest 34
Depreciation and amortization 1,139
Writedown of ship to net realizable value 1,793
Deferred income tax (43)
Increase (decrease) in cash resulting from
changes in:
Receivable, net 1,233
Inventories (6,440)
Prepaid expenses and other current assets 156
Accounts payable 2,185
Accrued expenses 291
Other current liabilities 446
Other long term liabilities (6)
Other 22
--------
Net cash provided by operating activities 975
Cash flows from investing activities:
Capital expenditures (823)
Proceeds from sale of property, plant and equipment 15
--------
Net cash used in investing activities (808)
--------
Cash flows from financing activities:
Borrowings (repayments) of third party debt (245)
Borrowings (repayments) of bank overdraft 144
--------
Net cash used in financing activities (101)
--------
Effect of exchange rate changes on cash and cash
equivalents 89
--------
Net increase in cash and cash equivalents 155
Cash and cash equivalents:
Beginning of year 594
---------
End of year CHF 749
=========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest CHF 595
Taxes CHF 108
See the accompanying notes to the combined financial statements.
<PAGE>
UWATEC GROUP
NOTES TO THE COMBINED FINANCIAL STATEMENTS
For the Year Ended December 31, 1996
(in thousands of Swiss Francs unless otherwise stated)
1. BASIS OF PRESENTATION
The accompanying combined financial statements have been prepared in
accordance with United States generally accepted accounting principles
('U.S. GAAP') on a basis which reflects the combined assets and
liabilities ('net assets') and sales, costs of sales and other income and
expenses ('operations') and cash flows of the companies constituting the
UWATEC Group ('UWATEC' or the 'Group'). The Group represents the
following entities:
Jurisdiction of
Entity Organization
Marketing Subsidiaries
UWATEC-Instruments-Deutschland GmbH,
Tauchsportvertrieb . . . . . . . . . . . . . . Germany
SA UWATEC FRANCE . . . . . . . . . . . . . . . France
UWATEC USA Inc. . . . . . . . . . . . . . . . United States
UWATEC ESPANA, S.A. . . . . . . . . . . . . . Spain
UWATEC UK LIMITED . . . . . . . . . . . . . . United Kingdom
UWATEC ASIA LTD (60 % ownership by UWATEC AG) Hong Kong
Producing Entities
UWATEC AG (parent company) . . . . . . . . . . Switzerland
PT UWATEC BATAM . . . . . . . . . . . . . . . Indonesia
UWAPLAST AG (no legal ownership, fully
controlled by the shareholders of UWATEC AG) . Switzerland
UWAPLAST AG is fully controlled by the shareholders of UWATEC AG.
For financial statement purposes UWAPLAST AG has been combined and treated
as if it would have been a subsidiary of UWATEC AG. According to the
purchase contract ownership will be transferred at the date of the closing
with Johnson Worldwide Associates, Inc. (see Note 15)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business
The Uwatec Group is involved in a single business segment, the
manufacturing and marketing of diving instruments. The company is
specialized in developing and selling computers for diving. The Group
sells its products under their brand names UWATEC and ALADIN, which are
legally protected in most important countries. Additionally they also
sell certain related diving equipment of other manufacturers. The Group's
manufacturing facilities are located in Switzerland and Indonesia. The
Group's principal executive offices are located in Hallwil, Switzerland.
Principles of Combination
The combined financial statements include the entities listed in Note
1. All transactions and balances between the Companies listed in Note 1
have been eliminated.
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments with
original maturity dates of three months or less.
Inventories
Inventories are valued at the lower of cost or market. Cost, which
includes direct materials, labor and overhead plus indirect overhead, is
determined using the first in, first out (FIFO) or weighted average cost
methods.
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated
depreciation. Depreciation is charged on a declining-balance method over
the estimated useful lives of the assets as follows:
Buildings and improvements (operating) . . . 4 % of net book value
Buildings and improvements (non-operating) . 2 % of net book value
Machinery and equipment . . . . . . . . . . . 25 % of net book value
Computer software . . . . . . . . . . . . . . 40 % of net book value
Tooling . . . . . . . . . . . . . . . . . . . 45 % of net book value
Beginning January 1, 1996 the Group adopted Statement of Financial
Accounting Standards No. 121 (SFAS 121), 'Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be disposed of'. SFAS 121
requires that long-lived assets and certain identifiable intangibles to be
held and used by an entity be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. In addition, SFAS 121 requires that long-lived assets
and certain identifiable intangibles to be disposed of be reported at the
lower of carrying amount or fair value less cost to sell. Adoption of
SFAS 121 had no effect on the combined financial statements.
Taxation
The Group companies file their individual tax returns in each
jurisdiction in which the Group operates.
Deferred taxes are accounted for under the asset and liability
method. Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates
in the respective jurisdictions in which the Group operates that are
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on
deferred income tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
Generally, deferred taxes are not provided on the unremitted earnings
of subsidiaries outside of Switzerland because it is expected that these
earnings are permanently reinvested. Such earnings may become taxable
upon the sale or liquidation of these subsidiaries or upon the remittance
of dividends. Deferred taxes are provided in situations where the Group's
subsidiaries plan to make future dividend distributions.
Research and Development
Research and development costs are expensed as incurred. Research
and development costs amounted to approximately CHF 600 during 1996.
Currency Translation and Transactions
The reporting currency for the combined financial statements of the
Group is the Swiss Franc (CHF). The functional currency for the Group's
operations is generally the applicable local currency. Accordingly, the
assets and liabilities of companies whose functional currency is other
than the CHF are included in the combination by translating the assets and
liabilities into the reporting currency at the exchange rates applicable
at the end of the reporting year. The statements of operations and cash
flows of such non-CHF functional currency operations are translated at the
average exchange rates during the year. Translation gains or losses are
accumulated as a separate component of shareholders' equity. Currency
transaction gains or losses arising from transactions of Group companies
in currencies other than the functional currency are included in
operations at each reporting period.
Fair Value of Financial Instruments
The carrying amount of cash and cash equivalents, accounts
receivable, other current assets and current liabilities approximates fair
market value because of the short term maturity of these financial
instruments. Other financial instruments are not significant to the
combined financial statements.
Concentration of Credit Risk
The Group's revenue base is widely diversified by geographic region
and by individual customer. The Group performs ongoing credit evaluations
of its customers' financial condition and, generally, requires no
collateral from its customers.
Revenue Recognition
Revenue is recognized when title to a product has transferred or
services have been rendered.
Use of Estimates
The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, as well as disclosure 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 may differ from
those estimates.
3. DUE TO SHAREHOLDERS
The amount due to shareholders is comprised of the following:
1996
Principal amount due to Sport Investment
Holding Ltd. CHF 3,520
Accrued interests to December 31, 1996 549
-------
4,069
Total amount due to Sport Investment Holding Ltd.
Debt payable to Heinz Ruchti 303
Debt payable to Karl Leemann 8
-------
CHF 4,380
=======
The entire loan from Sport Investment Holdings Ltd. to various Uwatec
Group is translated into CHF at the year end rate. Due to the planned
acquisition by Johnson Worldwide Associates, Inc., management considers
the entire loan as short term.
4. INVENTORIES
Inventories consisted of the following at December 31:
1996
Raw materials and parts CHF 11,190
Finished goods 6,569
-------
CHF 17,759
=======
The work in progress is an insignificant part of the inventories and
is therefore under the caption of raw material and parts.
5. OTHER CURRENT ASSETS
Fixed assets to be disposed of consisted of the following at December
31:
1996
Ship CHF 4,314
Land 1,328
Car 52
-------
CHF 5,694
=======
Management of the Group decided to sell the ship, a non-operating
asset, during 1997. Based on the market information available, the
company reduced its investment in the ship by CHF 1,793 to write-down its
cost to the estimated realizable value. The costs of ship, net, of CHF
2,345 for 1996 include this one time write down as well as operating
expenses of CHF 1,359. Such expenses are presented net of revenues of CHF
805.
Other current assets consisted of the following at December 31:
Prepayments and accrued income CHF 143
Other receivables 386
Other 121
--------
CHF 650
========
6. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net, consisted of the following at
December 31:
1996
Land and buildings CHF 612
Machinery and equipment 6,772
Computer software 25
-------
7,409
Less accumulated depreciation and
amortization (4,612)
-------
CHF 2,797
=======
7. BANK AND OTHER LOANS
Bank and other loans consisted of the following at December 31:
1996
Bank overdraft liability CHF 4,640
Ship mortgage 4,314
--------
CHF 8,954
========
As described in footnote 5 management of the group decided to sell
the ship during 1997. The related mortgage has therefore been considered
to be a short-term loan
The weighted average interest rate on the borrowings under line of
credit was approximately 6.31 % at December 31, 1996. The Group had
available unused bank lines of credit for short-term financing of
approximately CHF 469 at December 31, 1996.
8. ACCRUED EXPENSES AND DEFERRED INCOME
Accrued and other liabilities consisted of the following at December
31:
1996
Accrued payroll and vacation CHF 85
Social benefits and payroll taxes 53
Legal costs 257
Ship mortgage 6
------
CHF 401
======
9. OTHER CURRENT LIABILITIES
Other current liabilities consisted of the following at December 31:
1996
Tax withholding, VAT, etc. CHF 310
Warranty 400
Other 191
-------
CHF 901
=======
10. DEBT
Long-term debt payable
1996
Secured notes payable:
Hong Kong and Shanghai Banking
Corporation to PT Uwatec Batam, 473
Indonesia CHF
Unsecured notes payable:
Loan Marc Odermatt to Uwaplast AG, 453
Biberist, Switzerland
Other 9
-------
CHF 935
=======
11. BENEFIT PLAN
UWATEC sponsors a defined contribution plan for the benefit of its
employees. Benefits are determined and funded annually based upon the
terms of the plan. Contributions under this plan amounted to CHF 163 in
1996.
None of the group companies sponsor defined benefit plans.
12. TAXES
The sources of the Group's income before taxes and minority interest
were as follows:
1996
Switzerland CHF 2,960
Non-Switzerland (2,068)
-------
CHF 892
=======
The provision for taxes consists of:
Current Deferred Total
Year ended December 31,
1996:
Switzerland Federal CHF 161 59 220
Switzerland Canton (State)
and Local 295 107 402
Non-Switzerland 232 232
-------- --------- --------
CHF 688 166 854
======== ========= ========
The provision for tax expense for the year ended December 31, 1996
differed from the amounts computed by applying the Switzerland federal
income tax rate of 9.8% to income before taxes and minority interest as a
result of the following:
1996
Expected tax CHF 84
Switzerland Canton (state) and local income
taxes, net of federal income tax benefit 632
Change in valuation allowance -
Non-Switzerland income taxes in excess of 9.8% 176
Other, net (38)
-------
CHF 854
=======
The tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax
liabilities at December 31, 1996 are presented below:
1996
Deferred tax assets:
Intangible assets CHF 125
--------
Total gross deferred tax assets 125
Less valuation allowance -
--------
Gross deferred tax assets less valuation
allowance 125
--------
Deferred tax liabilities:
Inventory 1,199
Property, plant and equipment 63
Other 129
--------
Total gross deferred tax liabilities 1,391
--------
Net deferred tax liability CHF 1,266
========
At December 31, 1996, the Group had federal net operating loss
carryforwards in various countries other than Switzerland for income tax
purposes of CHF 3,836. Of this amount CHF 31 had no expiration date,
relating to the subsidiary in France. Additionally, there were operating
losses at that date in various other countries in the amount of CHF 1,011
which expire in varying amounts through 2001.
In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or all of
the deferred tax assets will not be realized. The ultimate realization of
deferred tax assets is dependent upon the generation of future taxable
income during the periods in which those temporary differences become
deductible. Management considers the scheduled reversal of deferred tax
liabilities, projected future taxable income, and tax planning strategies
in making this assessment.
13. COMMITMENTS AND CONTINGENCIES
Operating Leases
The Group leases its facilities under operating leases. The future
minimum lease payments under non- cancelable operating leases are as
follows at December 31, 1996:
1996
1997 CHF 640
1998 328
1999 238
2000 197
2001 150
Thereafter -
--------
Total CHF 1,553
========
Rent expense for operating leases amounted to CHF 628 in 1996.
Legal
The Group is party to various legal proceedings, including certain
patent matters. Management does not expect that any of such proceedings
will have a material adverse effect on the Group's financial condition or
results of operations.
14. GEOGRAPHIC SEGMENT INFORMATION
The tables below shows the Group's operations by geographic region.
Income
(loss)
Net sales by from Total
destination operations assets
1996
Europe CHF 21,339 5,828 40,695
United States 4,259 (1,331) 1,899
Asia and other 4,654 53 1,574
Eliminations - (580) (11,844)
-------- -------- ---------
Totals CHF 30,252 3,970 32,324
======== ======== =========
15. SUBSEQUENT EVENTS (UNAUDITED)
Pursuant to the terms of a Stock Purchase Agreement dated March 26,
1997, between Johnson Worldwide Associates, Inc., and the shareholders
agreed to sell to Johnson Worldwide Associates, Inc., and Johnson
Worldwide Associates, Inc., agreed to purchase from the shareholders all
of the entities constituting the Group. Consummation of the transaction
contemplated by the Agreement is subject to various terms and conditions.
During 1997 a significant customer fell in insolvency and will
therefore not be able to pay back his accounts existing already by the end
of 1996 to Uwatec AG, Hallwil. The total loss effect will be 1.4 mio CHF.
This loss has been recorded in 1997 prior to the closing of the Stock
Purchase Agreement of July 11, 1997.
<PAGE>
(b) Pro Forma Financial Information
JOHNSON WORLDWIDE ASSOCIATES, INC.
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma financial information relates
to the acquisition (such acquisition as well as the consummation of
certain related transactions is referred to herein as the "Acquisition")
by a second-tier subsidiary of Johnson Worldwide Associates, Inc. ("JWA")
of all of the issued and outstanding shares of capital stock of Uwatec AG
("Uwatec"). The Acquisition, which was accounted for using the purchase
method of accounting, was consummated on July 11, 1997. The pro forma
amounts have been prepared based on certain purchase accounting and other
pro forma adjustments (as described in the accompanying notes) to the
historical financial statements of JWA and Uwatec and its affiliates (the
"Uwatec Group").
The unaudited pro forma condensed consolidated statements of
operations reflect the historical results of operations of JWA and the
Uwatec Group for the fiscal year ended September 27, 1996, and the nine
months ended June 27, 1997, with pro forma acquisition adjustments as if
the Acquisition had occurred as of the beginning of the respective
periods. The unaudited pro forma condensed consolidated statements of
operations also reflect the sale of Plastimo S.A. ("Plastimo"), which
occurred on January 30, 1997, as if such sale occurred as of the beginning
of the respective periods. The unaudited pro forma condensed consolidated
balance sheet reflects the historical financial position of JWA and the
Uwatec Group at June 27, 1997, with pro forma acquisition adjustments as
if the Acquisition had occurred on June 27, 1997. The pro forma
adjustments are described in the accompanying notes and give effect to
events that are (a) directly attributable to the Acquisition, (b)
factually supportable, and (c) in the case of certain income statement
adjustments, expected to have a continuing impact.
The unaudited pro forma condensed consolidated financial
statements should be read in connection with JWA's Annual Report on Form
10-K for the fiscal year ended September 27, 1996 and Quarterly Report on
Form 10-Q for the quarter ended June 27, 1997 along with the financial
statements of the Uwatec Group and related notes that appear elsewhere in
this Current Report on Form 8-K/A.
The unaudited pro forma financial information presented is for
informational purposes only and does not purport to represent what JWA's
financial position or results of operations as of the dates presented
would have been had the Acquisition and the sale of Plastimo in fact
occurred on such date or at the beginning of the periods indicated or to
project JWA's financial position or results of operations for any future
date or period.
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 27, 1997
(unaudited)
(thousands, except share Acquired Pro Forma
data) JWA Business Adjustments Pro Forma
Assets
Current assets:
Cash $ 10,635 $ 1,038 $ (2,352) $ 9,321
Accounts receivable less
allowance for doubtful
accounts of $2,195 71,528 3,347 -- 74,875
Inventories 82,352 7,136 (1,267) 88,221
Other current assets 18,688 893 -- 19,581
------- ------- ------- -------
Total current assets 183,203 12,414 (3,619) 191,998
Property, plant and equipment 28,479 2,998 (1,148) 30,329
Intangible assets 47,477 10 33,075 80,562
Other assets 2,151 31 -- 2,182
------- ------- ------- -------
Total assets $261,310 $15,453 $28,308 $305,071
======= ======= ======= =======
Liabilities and Shareholders'
Equity
Current liabilities:
Short-term debt and
current maturities
of long-term debt $ 35,376 $ 5,701 $ (5,701) $ 35,376
Accounts payable 11,101 5,213 -- 16,314
Other accrued liabilities 29,593 1,278 -- 30,871
------- ------- ------- -------
Total current liabilities 76,070 12,192 (5,701) 82,561
Long-term debt, less current
maturities 61,278 635 35,466 97,379
Other liabilities 3,827 1,169 -- 4,996
------- ------- ------- -------
Total liabilities 141,175 13,996 29,765 184,936
Shareholders' equity:
Common stock:
Class A shares issued
6,905,385 346 103 (103) 346
Class B shares issued
1,228,053 61 -- -- 61
Capital in excess of par
value 44,172 -- -- 44,172
Retained earnings 81,616 1,805 (1,805) 81,616
Contingent compensation (110) -- -- (110)
Cumulative translation
adjustment (5,599) (451) 451 (5,599)
Treasury stock 27,400 Class
A shares (351) -- -- (351)
------- ------- ------- -------
Total shareholders' equity 120,135 1,457 (1,457) 120,135
------- ------- ------- -------
Total liabilities and
shareholders' equity $261,310 $15,453 $28,308 $305,071
======= ======= ======= =======
See accompanying notes to unaudited pro forma condensed consolidated
financial statements.
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 27, 1996
(unaudited)
(thousands,
except per share Acquired Disposed Pro Forma
data) JWA Business Business Adjustments Pro Forma
Net sales $ 344,373 $ 24,713 $ 36,386 $ -- $ 332,700
Cost of sales 224,649 10,688 22,060 -- 213,277
------- ------- ------- -------
Gross profit 119,724 14,025 14,326 -- 119,423
Operating
expenses 121,200 10,782 11,283 1,224 121,923
------- ------- ------- ------- -------
Operating
profit (loss) (1,476) 3,243 3,043 (1,224) (2,500)
Interest expense 10,181 575 200 11 10,567
Other (income)
expense, net (496) 51 (147) -- (298)
------ ------- ------- ------- -------
Income (loss)
before income
taxes (11,161) 2,617 2,990 (1,235) (12,769)
Income tax
expense
(benefit) 194 698 1,101 (34) (243)
------ ------- ------- ------- -------
Net Income (loss) $(11,355) $ 1,919 $ 1,889 $(1,201) $(12,526)
====== ======= ======= ======= =======
Loss per common
share: $ (1.40) $ (1.54)
======= =======
Weighted average
common and
common
equivalent
shares
outstanding 8,114 8,114
====== ======
See accompanying notes to unaudited pro forma condensed consolidated
financial statements.
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED JUNE 27, 1997
(unaudited)
(thousands,
except per share Acquired Disposed Pro Forma
data) JWA Business Business Adjustments Pro Forma
Net sales $ 234,822 $ 16,871 $ 7,910 $ -- $ 243,783
Cost of sales 147,088 10,494 5,108 -- 152,474
------- ------- ------- ------ -------
Gross profit 87,734 6,377 2,802 -- 91,309
Operating 73,921 7,914 4,029 888 78,694
------- ------- ------- ------ -------
Operating 13,813 (1,537) (1,227) (888) 12,615
Interest expense 6,580 452 12 584 7,604
Other (income) (168) 740 (175) -- 747
------- ------- ------- ------- -------
Income (loss) 7,401 (2,729) (1,064) (1,472) 4,264
Income tax 3,653 (230) (422) (256) 3,589
------- ------- ------- ------- -------
Net income (loss) $ 3,748 $ (2,499) $ (642) $ (1,216) $ 675
======= ======= ======= ======= =======
Loss per common $ 0.46 $ 0.08
======= =======
Weighted average 8,106 8,106
======= =======
See accompanying notes to unaudited pro forma condensed consolidated
financial statements.
<PAGE>
JOHNSON WORLDWIDE ASSOCIATES, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1
The pro forma condensed consolidated balance sheet has been prepared to
reflect the purchase by a second-tier subsidiary of JWA of all of the
issued and outstanding shares of capital stock of Uwatec. The pro forma
adjustments as of June 27, 1997 reflect the following:
(a) The adjustment of certain assets to fair value.
(b) The allocation of excess of cost over the fair value of net assets
acquired to goodwill.
(c) The financing for the acquisitions.
(d) The sale of non-operating assets to certain selling shareholders
of Uwatec.
NOTE 2
The pro forma condensed consolidated statements of operations for the year
ended September 27, 1996 and the nine months ended June 27, 1997 are based
on the financial statements of JWA and the Uwatec Group after giving
effect to the following pro forma adjustments:
(a) Additional operating expenses, primarily amortization expense,
resulting from the amortization of intangible assets based on a
useful life of 25 years.
(b) Additional interest expense resulting from the debt obtained to
finance the acquisition and provide working capital, net of
proceeds from the sale of Plastimo, at rates in effect at the
beginning of, or during the respective periods, as appropriate.
(c) Provision for income tax benefits resulting from the proforma
adjustments using statutory tax rates.
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(c) Exhibits
The exhibits listed in the accompanying Exhibit Index are filed as part of
this Current Report on Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to the report to be signed on
its behalf by the undersigned thereunto duly authorized.
JOHNSON WORLDWIDE ASSOCIATES, INC.
Date: September 24, 1997 By: /s/ Carl G. Schmidt
Carl G. Schmidt
Senior Vice President and
Chief Financial Officer,
Secretary and Treasurer
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JOHNSON WORLDWIDE ASSOCIATES, INC.
EXHIBIT INDEX TO FORM 8-K
Report Dated July 11, 1997
Exhibit
(2) Share Purchase Agreement by and between Johnson
Beteiligungsgesellschaft mbH, Johnson Worldwide
Associates, Inc. and Heinz Ruchti and Karl Leeman
(the selling shareholders of Uwatec AG), dated July
11, 1997.* [Previously filed with this Current
Report on Form 8-K.]
(23) Consent of KPMG Fides Peat.
___________________
* The schedules and exhibits to this document are
not being filed herewith. The Registrant agrees
to furnish supplementally a copy of any such
schedule or exhibit to the Securities and
Exchange Commission upon request.
Exhibit (23)
Independent Auditors' Consent
The Board of Directors
Johnson Worldwide Associates, Inc.:
We consent to incorporation by reference in the Registration Statements
(No. 33-19804, 33-19805, 33-35309, 33-50680, 33-52073, 33-54899 and
33-61285) on Form S-8 of Johnson Worldwide Associates, Inc. of our report
dated August 13, 1997, relating to the combined balance sheet of the
Uwatec Group as of December 31, 1996, and the related combined statement
of operations, changes in shareholders' equity and cash flows for the year
ended December 31, 1996, which report appears in the amendment on Form 8-
K/A to the Form 8-K of Johnson Worldwide Associates, Inc. dated July 11,
1997.
KPMG Fides Peat
Zurich, Switzerland
September 23, 1997
