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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 1, 1999
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 0-16255
JOHNSON WORLDWIDE ASSOCIATES, INC.
(Exact name of Registrant as specified in its charter)
Wisconsin 39-1536083
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1326 Willow Road, Sturtevant, Wisconsin 53177
(Address of principal executive offices)
(262) 884-1500
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act:
Class A common stock, $.05 par value
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K, or any amendment to
this Form 10-K. [ X ]
As of November 2, 1999, 6,905,403 shares of Class A and 1,222,755 shares of
Class B common stock of the Registrant were outstanding. The aggregate market
value of voting stock of the Registrant held by nonaffiliates of the Registrant
was approximately $30,829,115 on November 2, 1999.
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DOCUMENTS INCORPORATED BY REFERENCE
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Part and Item Number of Form 10-K
Document into which Incorporated
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Johnson Worldwide Associates, Inc. Notice Part III, Items 10, 11, 12 and 13
of Annual Meeting of Shareholders and Proxy
Statement for the Annual Meeting of
Shareholders to be held February 17, 2000.
Table of Contents Page
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Business 1
Properties 5
Legal Proceedings 6
Submission of Matters to a Vote of Security Holders 6
Market for Registrant's Common Equity and Related
Stockholder Matters 6
Selected Financial Data 7
Management's Discussion and Analysis of Financial
Condition and Results of Operations
8
Quantitative and Qualitative Disclosures about Market Risk 13
Financial Statements and Supplementary Data 13
Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
13
Directors and Executive Officers of the Registrant 13
Executive Compensation 13
Security Ownership of Certain Beneficial Owners and Management 13
Certain Relationships and Related Transactions 13
Exhibits, Financial Statement Schedules and Reports on Form 8-K 14
Signatures 15
Exhibit Index 16
Consolidated Financial Statements F-1
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PART I
ITEM 1. BUSINESS
Johnson Worldwide Associates, Inc. and its subsidiaries (hereinafter the
Company) are engaged in the design, manufacture and marketing of outdoor
recreation products. The Company's primary focus is product design, product
innovation and marketing to maintain its strong brand names and consumer
recognition. Research and development activities for each of the Company's five
principal businesses emphasize new products and innovation to differentiate the
Company's products from those of its competitors. The Company is controlled by
Samuel C. Johnson, members of his family and related entities.
The Company was a leading supplier in Europe of marine products and accessories,
which the Company sold under the Plastimo name. The Plastimo business was sold
in January 1997.
Diving
The Company is one of the world's largest manufacturers and distributors of
technical underwater diving products which it sells under the Scubapro and
SnorkelPro names. The Company markets a full line of underwater diving and
snorkeling equipment, including regulators, stabilizing jackets, tanks, depth
gauges, masks, fins, snorkels, diving electronics and other accessories. In
1997, the Company acquired Uwatec AG, a leading manufacturer of dive computers
and other electronics, which are sold under the Aladin and Uwatec brands.
Scubapro, Aladin and Uwatec products are marketed globally to the high quality,
premium priced segment of the market. The Company maintains a marketing strategy
of limited distribution, selling primarily through independent specialty diving
shops worldwide. These diving shops generally provide a wide range of services
to divers, including instruction and repair service.
The Company focuses on maintaining Scubapro, Aladin and Uwatec as the market
leaders in innovation and new products. The Company maintains research and
development functions both in the United States and Europe and holds several
patents on products and features. Consumer advertising focuses on building the
brand names and position as the high quality and innovative leader in the
industry. The Company advertises its equipment in diving magazines and through
in-store displays.
In 1998, the Company acquired Soniform, Inc., a manufacturer of diving buoyancy
compensators primarily for the original equipment market, which expanded the
Company's manufacturing capability for these products.
The Company maintains manufacturing and assembly facilities in Switzerland,
Mexico, Italy and Indonesia. The Company procures a majority of its rubber and
plastic products and components from third-party manufacturers.
Watercraft
The North American market for kayaks is exhibiting strong growth, while the
canoe market is growing modestly. The Company believes, based on industry and
other data, that it is the leading manufacturer of canoes and kayaks in the
United States in both unit and dollar sales.
The Company's original watercraft company is Old Town Canoe. High quality canoes
and kayaks for family recreation, touring and tripping are produced under the
Old Town brand. The Company uses a patented rotational-molding process for
manufacturing polyethylene kayaks and canoes to compete in the high volume, low
and mid-priced range of the market. These kayaks and canoes feature stiffer and
more durable hulls than higher priced boats. The Company also manufactures
canoes from fiberglass, Royalex (ABS) and wood. Carlisle Paddles, a manufacturer
of canoe and kayak paddles and rafting oars, manufactures products that are sold
by the Company's other watercraft businesses as well as products distributed
directly through the same channels as the Company's watercraft.
The Company completed three acquisitions in 1999. In December 1998, the Company
completed the acquisition of True North Paddle & Necky Kayaks Ltd., a privately
held manufacturer and marketer of high quality Necky sea touring and whitewater
kayaks. In April 1999, the Company completed the acquisition of Escape Sailboat
Company LLC, a privately held manufacturer and marketer of Escape recreational
sailboats. In July 1999, the Company
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acquired Extrasport, Inc., a privately held manufacturer and marketer of high
quality Extrasport and Swiftwater personal flotation devices.
In 1998, the Company completed the acquisition of Leisure Life Limited, a
privately held manufacturer and marketer of small thermoformed recreational
boats, including canoes, pedal boats, deck boats and tenders. In 1998, the
Company also acquired Plastiques L.P.A. Limitee, a Canadian manufacturer of the
Dimension brand of kayaks. In 1997, the Company acquired Ocean Kayak, a leading
manufacturer of sit-on-top kayaks.
The Company's kayaks, canoes and accessories are sold primarily to specialty
stores and marine dealers, sporting goods stores and catalog and mail order
houses such as L. L. Bean(R), in the United States and Europe. Leisure Life
products are sold through marine dealers and large retail chains under several
brand identities.
The Company manufactures its watercraft products in six locations in the United
States and two locations in Canada. Ocean Kayak products are also manufactured
and sold under license in Europe and New Zealand.
Outdoor Equipment
The Company's outdoor equipment products include Jack Wolfskin high quality
outdoor clothing, innovative footwear, camping tents, backpacks and a line of
travel gear and accessories; Eureka! and Camp Trails camping tents and
backpacks; and Silva field compasses.
Jack Wolfskin, based in Germany, distributes its products primarily through
specialized outdoor stores, selected sporting goods dealers and a number of
franchised Jack Wolfskin stores. Jack Wolfskin has a strong position in Germany
with additional distribution in the key European markets of Great Britain,
Benelux, Switzerland and Austria. The product is also sold in Canada and the
United States and, under license, in Japan.
Eureka! and Camp Trails camping tents and backpacks compete primarily in the
mid- to high-price range within their respective markets and are sold in the
United States and Canada through independent sales representatives primarily to
sporting goods stores, catalog and mail order houses and camping and backpacking
specialty stores. Marketing of the Company's tents and backpacks is focused on
building the Eureka! and Camp Trails brand names and establishing the Company as
a leader in product design and innovation. The Company's camping tents and
backpacks are produced primarily by third-party manufacturing sources.
The Company's Eureka! camping tents have outside self-supporting aluminum
frames, allowing quicker and easier set-up, a design approach first introduced
by the Company. Most Eureka! tents are made from breathable nylon. Eureka!
camping products are sold under license in Japan and Korea.
Camp Trails backpacks consist primarily of internal and external frame backpacks
for hiking and mountaineering, but also include soft back bags, day packs and
travel packs.
Silva field compasses, which are manufactured by third parties, are marketed
exclusively in North America, the area for which trademark rights for the Silva
brand are owned.
The Company's Eureka! commercial tents include party tents, sold primarily to
general rental stores, and other commercial tents sold directly to tent
erectors. Commercial tents are manufactured by the Company in the United States.
The Company also serves as the exclusive distributor of Losberger commercial
framing structures in the United States. The Company was awarded several
multi-year contracts for production of both camping and commercial tents by the
U.S. Armed Forces in 1997.
Motors and Fishing
The overall motors and fishing markets in which the Company competes have been
stagnant in recent years. The Company believes it has been able to maintain its
share of most markets primarily as a result of emphasis on marketing and product
innovation.
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Motors
The Company manufactures, under its Minn Kota name, battery powered motors used
on fishing boats and other boats for quiet trolling power or primary propulsion.
The Company's Minn Kota motors and related accessories are sold in the United
States, Canada, Europe and the Pacific Basin through large retail store chains
such as Wal Mart and K-Mart, catalogs, such as Bass Pro Shops and Cabelas,
sporting goods specialty stores, marine dealers, and original equipment boat
manufacturers. Consumer advertising and promotion include advertising on
regional television and in outdoor, general interest and sports magazines.
Packaging and point-of-purchase materials are used to increase consumer appeal
and sales.
In 1998, the Company entered into an arrangement with Ranger(R) Boats, a premier
manufacturer, to supply Minn Kota motors on original equipment boats. In 1998,
the Company also entered into an arrangement with Outboard Marine Corporation to
manufacture all Evinrude(R) branded electric trolling motors for use on original
equipment and to service the aftermarket through their dealer base. In 1999, the
Company expanded its base of original equipment partners to include several
other manufacturers. The Company's Lake Electric Motors division manufactures
components for Minn Kota and electric motors for original equipment
manufacturers.
The Company has the leading market share of the electric fishing motor market in
the United States.
The Company's line of Airguide marine, weather and automotive instruments is
distributed primarily in the United States through large retail store chains and
original equipment manufacturers. Airguide products are manufactured by the
Company or sourced from third-party manufacturers.
Fishing
The Company's fishing products include Mitchell and Spidercast reels and rods,
Johnson reels, Beetle Spin soft body lures, Johnson's Silver Minnow spoons and
Spiderline, a leading brand in the "superline" and monofilament segments of the
fishing line market.
The Company markets Mitchell and Spidercast reels, primarily open-faced spinning
and bait casting reels, as well as Johnson fishing reels, which are primarily
closed-face spincast reels. Reels are sold individually and in rod and reel
combinations, primarily through large retail store chains, catalogs and
specialty fishing shops in the United States, Canada, Europe and the Pacific
Basin. The Company's reels compete in a segment of the U.S. and European fishing
reel markets which is dominated by larger manufacturers. Marketing support for
the Company's reels and fishing line is focused on building brand names and
emphasizing product features and innovation through advertising on television,
in national outdoor magazines and through trade and consumer support at retail.
The Company's reels and rods are produced by third-party manufacturing sources.
The Company purchases, from third-party manufacturers, its Spiderline premium
braided line and Spiderline Fusion products, which have performance
characteristics superior to those of monofilament fishing line. Spiderline
premium braided line competes in the "superline" segment of the fishing line
category, while Spiderline Fusion is positioned just above the high end of the
monofilament market. In 1997, the Company introduced a monofilament product to
expand the breadth of its line offerings. These products are sold through large
retail store chains, catalogs and specialty stores.
The Company's artificial lure products are manufactured by third parties. These
products are sold primarily through large retail store chains.
Sales by Principal Business
See Note 12 to the Consolidated Financial Statements for financial information
comparing sales by major product category.
International Operations
See Note 12 to the Consolidated Financial Statements for financial information
comparing the Company's domestic and international operations.
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Research and Development
The Company commits significant resources to research and new product
development. The Company expenses research and development costs as incurred.
The amounts expended by the Company in connection with research and development
activities for each of the last three fiscal years are set forth in the
Consolidated Statements of Operations.
Competition
The markets for the Company's products are very competitive. The Company
believes its products compete favorably on the basis of product innovation,
product performance and marketing support and, to a lesser extent, price.
Employees
At October 1, 1999, the Company had approximately 1,500 employees working in its
businesses. The Company considers its employee relations to be excellent.
Temporary employees are utilized to manage peaks in the seasonal manufacturing
of products.
Backlog
Unfilled orders for future delivery of products totaled approximately $66.6
million at October 1, 1999 and $42.3 million at October 2, 1998.
Patents, Trademarks and Proprietary Rights
The Company owns no single patent which is material to its business as a whole.
However, the Company holds numerous patents, principally for diving products,
rotational-molded canoes and electric motors and regularly files applications
for patents. The Company has numerous trademarks and trade names which it
considers important to its business, many of which are discussed on the
preceding pages. The Company vigorously defends its intellectual property
rights.
Sources and Availability of Materials
The Company's products use materials that are generally in adequate supply.
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Seasonality
The Company's business is seasonal. The following table shows total net sales
and operating profit or loss of the Company for each quarter, as a percentage of
the total year. Inventory writedowns of $10.3 million in 1996 are included as
components of the fourth quarter operating loss. Strategic charges totaling $2.2
million, $1.4 million, $0.3 million and $6.8 million impacted operating results
in 1999, 1998, 1997 and 1996, respectively.
<TABLE>
<CAPTION>
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Year Ended
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October 1, 1999 October 2, 1998 October 3, 1997 September 27, 1996 September 29, 1995
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Net Operating Net Operating Net Operating Net Operating Net Operating
Quarter Ended Sales Profit(Loss) Sales Profit(Loss) Sales Profit(Loss) Sales Profit(Loss)(1) Sales Profit(Loss)
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
December 16% (14)% 16% (14)% 17% (32)% 17% NM 15% (8)%
March 29 48 30 57 32 81 32 NM 31 50
June 33 69 32 60 29 66 32 NM 34 66
September 22 (3) 22 (3) 22 (15) 19 NM 20 (8)
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100% 100% 100% 100% 100% 100% 100% NM 100% 100%
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(1) Results not meaningful due to full year operating loss.
</TABLE>
Executive Officers
The following list sets forth certain information, as of December 1, 1999,
regarding the executive officers of the Company.
Helen P. Johnson-Leipold, age 42, became Chairman and Chief Executive Officer of
the Company in March 1999. From September 1998 until March 1999, Ms.
Johnson-Leipold was Vice President, Worldwide Consumer Products-Marketing of S.
C. Johnson & Son, Inc. (SCJ). From October 1997 to September 1998, she was Vice
President, Personal and Home Care Products of SCJ. From October 1995 until July
1997, Ms. Johnson-Leipold was Executive Vice President - North American
Businesses of the Company. From 1992 to September 1995, she was Vice President -
Consumer Marketing Services Worldwide of SCJ.
Patrick J. O'Brien, age 41, became President and Chief Operating Officer of the
Company in April 1999. From October 1997 until March 1999, Mr. O'Brien was Vice
President and General Manager, Home Storage of SCJ. From July 1997 until October
1997, Mr. O'Brien was Vice President - Strategic Business of SCJ; from April
1996 until June 1997, he was Vice President - North American Sales of SCJ; from
June 1995 until March 1996, he was Director North American Sales of SCJ and from
January 1993 until May 1995, he was National Sales Manager of SCJ.
Carl G. Schmidt, age 43, has been Senior Vice President and Chief Financial
Officer, Secretary and Treasurer since May 1995. From July 1994 to May 1995 he
served as Vice President, Chief Financial Officer, Secretary and Treasurer. From
1988 to July 1994, he was a partner in the firm of KPMG LLP.
Mamdouh Ashour, age 61, has been a Group Vice President of the Company since
October 1997 and President Worldwide Diving since August 1996. From 1994 to
August 1996, he served as President of Scubapro Europe.
There are no family relationships between the above executive officers.
ITEM 2. PROPERTIES
The Company maintains both leased and owned manufacturing, warehousing,
distribution and office facilities throughout the world. The Company believes
that its facilities are well maintained and have capacity adequate to meet its
current needs.
See Note 5 to the Consolidated Financial Statements for a discussion of lease
obligations.
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The Company's principal manufacturing (identified with an asterisk) and other
locations are:
Antibes, France (Diving) Henggart, Switzerland (Diving)
Bad Sakingen, Germany (Diving) Honolulu, Hawaii (Diving)
Batam, Indonesia* (Diving) Idstein, Germany (Outdoor Equipment)
Barcelona, Spain (Diving) Mankato, Minnesota* (Fishing, Motors)
Basingstoke, Hampshire, England (Diving) Mansonville, Quebec, Canada*
Binghamton, New York* (Outdoor Equipment) (Watercraft)
Burlington, Ontario, Canada (Fishing, Miami, Florida* (Watercraft)
Motors, Outdoor Equipment) Marignier, France (Fishing)
Nykoping, Sweden (Diving)
Chi Wan, Hong Kong (Diving) Old Town, Maine* (Watercraft)
Ferndale, Washington* (Watercraft) Portsmouth, Rhode Island*(Watercraft)
Gelnhausen, Germany (Fishing) Racine, Wisconsin* (Motors)
Genoa, Italy* (Diving) El Cajon, California (Diving)
Grand Rapids, Michigan* (Watercraft) Silverwater, Australia (Fishing,
Grayling, Michigan* (Watercraft) Motors, Outdoor Equipment)
Hallwil, Switzerland* (Diving) Tijuana, Mexico* (Motors, Diving)
Hamburg, Germany (Diving) Tokyo (Kawasaki), Japan (Diving)
The Company's corporate headquarters is located in Mount Pleasant, Wisconsin.
The Company's mailing address is Sturtevant, Wisconsin.
ITEM 3. LEGAL PROCEEDINGS
See Note 15 to the Consolidated Financial Statements for a discussion of legal
proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the last
quarter of the year ended October 1, 1999.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Certain information with respect to this item is included in Notes 4, 8, 9 and
10 to the Consolidated Financial Statements. The Company's Class A common stock
is traded on The Nasdaq Stock Market(R) under the symbol: JWAIA. There is no
public market for the Company's Class B common stock. However, the Class B
common stock is convertible at all times at the option of the holder into shares
of Class A common stock on a share for share basis. As of November 2, 1999, the
Company had 714 holders of record of its Class A common stock and 59 holders of
record of its Class B common stock. The Company has never paid a dividend on its
common stock.
A summary of the high and low prices for the Company's Class A common stock
during each quarter of the years ended October 1, 1999 and October 2, 1998 is as
follows:
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First Quarter Second Quarter Third Quarter Fourth Quarter
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1999 1998 1999 1998 1999 1998 1999 1998
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Stock prices:
High $10.25 $17.75 $9.75 $17.28 $9.50 $16.38 $9.75 $14.00
Low 6.25 14.50 6.06 15.50 7.13 12.25 8.38 8.00
Last 9.25 17.63 7.38 16.25 8.88 12.75 8.94 8.50
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ITEM 6. SELECTED FINANCIAL DATA
A summary of the Company's operating results and key balance sheet data for each
of the years in the five-year period ended October 1, 1999 is as follows:
<TABLE>
<CAPTION>
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Year Ended
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October 1 October 2 October 3 September 27 September 29
(thousands, except per share data) 1999 1998 1997 1996 1995
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OPERATING RESULTS (1)
<S> <C> <C> <C> <C> <C>
Net sales $364,277 $328,525 $303,121 $344,373 $347,190
Gross profit 142,079 125,964 111,332 119,724 138,155
Operating expenses (2) 120,456 107,241 99,321 121,200 114,411
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Operating profit (loss) 21,623 18,723 12,011 (1,476) 23,744
Interest expense 9,719 9,829 8,780 10,181 7,613
Other income, net (47) (255) (728) (496) (861)
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Income (loss) before income taxes 11,951 9,149 3,959 (11,161) 16,992
Income tax expense 4,929 3,937 1,903 194 6,903
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Net income (loss) $ 7,022 $ 5,212 $ 2,056 $(11,355) $ 10,089
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Basic earnings (loss) per common share $ 0.87 $ 0.64 $ 0.25 $ (1.40) $ 1.25
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Diluted earnings (loss) per common share $ 0.87 $ 0.64 $ 0.25 $ (1.40) $ 1.24
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Diluted average common shares
outstanding 8,108 8,114 8,115 8,130 8,117
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BALANCE SHEET DATA
Current assets $152,862 $154,189 $152,749 $194,344 $185,380
Total assets 302,562 296,017 277,019 280,768 278,353
Current liabilities (3) 48,094 42,405 40,027 45,288 45,292
Long-term debt, less current maturities 73,141 82,066 88,753 61,501 68,948
Total debt 122,586 124,680 114,835 104,619 87,511
Shareholders' equity 127,178 124,386 117,731 126,424 141,262
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(1) The year ended October 3, 1997 includes 53 weeks. All other years include 52 weeks.
(2) Includes strategic charges of $2,247, $1,424, $335 and $6,768 in 1999, 1998, 1997 and 1996, respectively.
(3) Excludes short-term debt and current maturities of long-term debt.
</TABLE>
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion includes comments and analysis relating to the
Company's results of operations and financial condition for the three years
ended October 1, 1999. This discussion should be read in conjunction with the
Consolidated Financial Statements and related notes thereto.
Forward Looking Statements
Certain matters discussed in this 1999 Form 10-K are "forward-looking
statements," intended to qualify for the safe harbors from liability established
by the Private Securities Litigation Reform Act of 1995. These forward-looking
statements can generally be identified as such because the context of the
statement includes phrases such as the Company "expects," "believes" or other
words of similar meaning. Similarly, statements that describe the Company's
future plans, objectives or goals are also forward-looking statements. Such
forward-looking statements are subject to certain risks and uncertainties which
could cause actual results or outcomes to differ materially from those currently
anticipated. Factors that could affect actual results or outcomes include
changes in consumer spending patterns, the success of the Company's EVA(R)
program, actions of companies that compete with the Company, the Company's
success in managing inventory, movements in foreign currencies or interest
rates, the success of the Company, suppliers, customers and others regarding
compliance with year 2000 issues, and adverse weather conditions. Shareholders,
potential investors and other readers are urged to consider these factors in
evaluating the forward-looking statements and are cautioned not to place undue
reliance on such forward-looking statements. The forward-looking statements
included herein are only made as of the date of this 1999 Form 10-K and the
Company undertakes no obligation to publicly update such forward-looking
statements to reflect subsequent events or circumstances.
Results of Operations
Summary consolidated financial results are as follows:
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(millions, except per share data) 1999 1998 1997
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Net sales $364.3 $328.5 $303.1
Gross profit 142.1 126.0 111.3
Operating expenses (1) 120.5 107.2 99.3
Operating profit 21.6 18.7 12.0
Interest expense 9.7 9.8 8.8
Net income 7.0 5.2 2.1
Diluted earnings per common share 0.87 0.64 0.25
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(1) Includes strategic charges of $2.2 million, $1.4 million and $0.3 million
in 1999, 1998 and 1997, respectively.
1999 vs 1998
Net Sales
Net sales totaled $364.3 million in 1999 compared to $328.5 million in 1998, an
increase of 10.9%. Sales as measured in U.S. dollars were modestly impacted by
the effect of foreign currencies relative to the U.S. dollar in comparison to
1998. Excluding the effects of foreign currency movements, sales increased 10.5%
from 1998. The increase was due to strong growth in sales of watercraft,
including sales of products of businesses the Company acquired in 1999 and 1998,
and growth in sales of motors and outdoor equipment products, which more than
offset weaker diving equipment sales.
Operating Results
The Company recognized an operating profit of $21.6 million in 1999 compared to
an operating profit of $18.7 million in 1998. Gross profit margins increased
from 38.3% in 1998 to 39.0% in 1999, as a result of an improved mix of products
sold, increases in volume and the effect of businesses acquired in 1999. In
spite of the overall
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increase in gross profit margin in 1999, the Company continues to experience
margin pressure in all of its businesses due to competition.
Operating expenses, excluding strategic charges, totaled $118.2 million, or
32.5% of sales, in 1999 compared to $105.8 million, or 32.2% of sales, in 1998.
The increase in the operating expense ratio was attributable to increased
emphasis on advertising and promotional expenses and research and development
expenses in support of the Company's various brands. The allowance for doubtful
accounts receivable was also increased due to higher levels of sales and
receivables. These factors were partially offset by a decline from the prior
year in unusual legal expenses incurred to successfully defend certain of the
Company's key outdoor equipment, diving and motors patents and trademarks.
The Company recognized strategic charges totaling $2.2 million in 1999 and $1.4
million in 1998. These charges resulted from severance and other costs related
to the integration of acquired businesses, primarily in the diving business, and
for severance, relocation and recruitment costs in the North American outdoor
equipment business. The Company anticipates no significant additional strategic
charges will be incurred in 2000 to further integrate recent acquisitions into
its business or to complete other announced actions.
Other Income and Expenses
Interest expense decreased $0.1 million in 1999, reflecting higher debt levels
resulting from the acquisition of three businesses, which was more than offset
by lower levels of debt from reduction of working capital, primarily inventory,
and improved profitability.
Overall Results
The Company recognized net income of $7.0 million in 1999, or $0.87 per diluted
share, compared to net income of $5.2 million, or $0.64 per diluted share, in
1998. The Company recorded income tax expense of $4.9 million in 1999, an
effective rate of 41%, due to earnings in foreign jurisdictions that are taxed
at higher rates than in the United States. The Company's effective tax rate
improved from 43% in the prior year to 41% in 1999 due to an improved mix of
domestic versus foreign income.
1998 vs 1997
Net Sales
Net sales totaled $328.5 million in 1998 compared to $303.1 million in 1997, an
increase of 8%. Sales as measured in U.S. dollars were negatively impacted by
the effect of weaker foreign currencies relative to the U.S. dollar in
comparison to 1997. Excluding the effects of foreign currency movements and the
sale of the Plastimo business in January 1997, sales increased $40.6 million, or
13%, from 1997. The increase was due primarily to sales of products of
businesses the Company acquired in 1998 and 1997 and strong growth in sales of
watercraft, which more than offset a decline in fishing sales and weaker diving
equipment sales in Asia.
Operating Results
The Company recognized an operating profit of $18.7 million in 1998 compared to
an operating profit of $12 million in 1997. Gross profit margins increased from
36.7% in 1997 to 38.3% in 1998, primarily as a result of sales of products of
businesses acquired by the Company in 1998 and 1997.
Operating expenses, excluding strategic charges, totaled $105.8 million, or
32.2% of sales, in 1998 compared to $99 million, or 32.7% of sales, in 1997. The
improvement in the operating expense ratio was attributable to management's
efforts to control such expenses and the impact of weaker foreign currencies for
much of the year. These factors were partially offset by operating expenses of
businesses acquired in 1998 and 1997 and unusual legal expenses incurred to
successfully defend certain of the Company's key outdoor equipment, diving and
motors patents and trademarks.
-9-
<PAGE>
The Company recognized strategic charges totaling $1.4 million in 1998 and $0.3
million in 1997. These charges resulted primarily from severance and other costs
related to the integration of acquired businesses, primarily in the diving
business.
Other Income and Expenses
Interest expense increased $1 million in 1998, reflecting higher debt levels
resulting from the acquisition of five businesses since July 1997, which was
partially offset by lower levels of working capital, primarily inventory, and a
favorable interest rate environment.
Overall Results
The Company recognized net income of $5.2 million in 1998, or $0.64 per diluted
share, compared to net income of $2.1 million, or $0.25 per diluted share, in
1997. The Company recorded income tax expense of $3.9 million in 1998, an
effective rate of 43%, due to earnings in foreign jurisdictions that are taxed
at higher rates than in the United States. The tax benefit of operating losses
generated in the United States did not fully offset the taxes in these foreign
jurisdictions. The Company's effective tax rate improved from 48.1% in 1997 due
to a rate reduction in Italy and an increase in profits in Switzerland, which
has lower overall tax rates.
Financial Condition
The following discusses changes in the Company's liquidity and capital
resources.
Operations
The Company is focused on reduction of its working capital ratio and has shown
improvement over the last several years. The following table sets forth the
Company's working capital position at the end of each of the past three years:
- --------------------------------------------------------------------------------
(millions) 1999 1998 1997
- --------------------------------------------------------------------------------
Current assets $ 152.9 $ 154.2 $ 152.7
Current liabilities (1) 48.1 42.4 40.0
- --------------------------------------------------------------------------------
Working capital $ 104.8 $ 111.8 $ 112.7
- --------------------------------------------------------------------------------
Current ratio 3.2:1 3.6:1 3.8:1
- --------------------------------------------------------------------------------
(1) Excludes short-term debt and current maturities of long-term debt.
Cash flows provided by operations totaled $27.8 million in 1999 and $20.5
million in 1998. Proactive management efforts, which led to reduction of
inventories of $4.1 million in 1999 and $6.6 million in 1998, accounted for part
of the positive cash flows. The Company's profitability in 1999 and 1998 also
contributed to the positive cash flows. Growth in accounts receivable of $6.5
million and $1.7 million in 1999 and 1998, respectively, offsets the positive
cash flows.
Depreciation and amortization charges were $15.1 million in 1999, $14.0 million
in 1998 and $11.9 million in 1997. Amortization of intangible assets arising
from the Company's acquisitions and increased depreciation from capital spending
in all years accounted for the increases in these charges.
Investing Activities
Expenditures for property, plant and equipment were $14.3 million in 1999, $13.1
million in 1998, and $8.9 million in 1997. The Company's recurring investments
are primarily related to tooling for new products, manufacturing facilities and
information systems improvements. In 2000, capital expenditures are anticipated
to total approximately $14 million. These expenditures are expected to be funded
by cash generated from reduction of working capital or existing credit
facilities.
-10-
<PAGE>
The Company completed the acquisitions of three businesses in 1999, three
businesses in 1998 and two businesses in 1997, which increased tangible and
intangible assets and debt by $13.6 million, $12.8 million and $37.2 million,
respectively. The sale of the Company's Plastimo business in January 1997
provided $13.9 million of cash, which was used to reduce short-term debt.
Financing Activities
The following table sets forth the Company's debt and capital structure at the
end of the past three years:
- --------------------------------------------------------------------------------
(millions) 1999 1998 1997
- --------------------------------------------------------------------------------
Current debt $ 49.5 $ 42.6 $ 26.1
Long-term debt 73.1 82.1 88.7
- --------------------------------------------------------------------------------
Total debt 122.6 124.7 114.8
Shareholders' equity 127.2 124.4 117.7
- --------------------------------------------------------------------------------
Total capitalization $ 249.8 $ 249.1 $ 232.5
- --------------------------------------------------------------------------------
Total debt to total capital 49.1% 50.1% 49.4%
- --------------------------------------------------------------------------------
Cash flows from financing activities totaled $7.8 million in 1998 and $6.9
million in 1997. In 1998, the Company consummated a private placement of
long-term debt totaling $25 million. Payments on long-term debt required to be
made in 2000 total $6.1 million. At October 1, 1999, the Company had available
unused credit facilities in excess of $67.2 million, which is believed to be
adequate for its needs.
Market Risk Management
The Company is exposed to market risk stemming from changes in foreign exchange
rates, interest rates and, to a lesser extent, commodity prices. Changes in
these factors could cause fluctuations in earnings and cash flows. In the normal
course of business, exposure to certain of these market risks is managed by
entering into hedging transactions authorized under Company policies that place
controls on these activities. Hedging transactions involve the use of a variety
of derivative financial instruments. Derivatives are used only where there is an
underlying exposure: not for trading or speculative purposes.
Foreign Operations
The Company has significant foreign operations, for which the functional
currencies are denominated primarily in Swiss and French francs, German marks,
Italian lire, Japanese yen and Canadian dollars. As the values of the currencies
of the foreign countries in which the Company has operations increase or
decrease relative to the U.S. dollar, the sales, expenses, profits, assets and
liabilities of the Company's foreign operations, as reported in the Company's
Consolidated Financial Statements, increase or decrease, accordingly. The
Company mitigates a portion of the fluctuations in certain foreign currencies
through the purchase of foreign currency swaps, forward contracts and options to
hedge known commitments, primarily for purchases of inventory and other assets
denominated in foreign currencies.
Interest Rates
The Company's debt structure and interest rate risk are managed through the use
of fixed and floating rate debt. The Company's primary exposure is to United
States interest rates. The Company also periodically enters into interest rate
swaps, caps or collars to hedge its exposure and lower financing costs.
Commodities
Certain components used in the Company's products are exposed to commodity price
changes. The Company manages this risk through instruments such as purchase
orders and non-cancelable supply contracts. Primary commodity price exposures
are metals and packaging materials.
-11-
<PAGE>
Sensitivity to Changes in Value
The estimates that follow are intended to measure the maximum potential fair
value or earnings the Company could lose in one year from adverse changes in
foreign exchange rates or market interest rates under normal market conditions.
The calculations are not intended to represent actual losses in fair value or
earnings that the Company expects to incur. The estimates do not consider
favorable changes in market rates. Further, since the hedging instrument (the
derivative) inversely correlates with the underlying exposure, any loss or gain
in the fair value of derivatives would be generally offset by an increase or
decrease in the fair value of the underlying exposures. The positions included
in the calculations are foreign exchange forwards, currency swaps and fixed rate
debt. Certain instruments are included in both categories of risk exposure
calculated below. The calculations do not include the underlying foreign
exchange positions that are hedged by these market risk sensitive instruments.
The table below presents the estimated maximum potential one year loss in fair
value and earnings before income taxes from a 10% movement in foreign currencies
and a 100 basis point movement in interest rate market risk sensitive
instruments outstanding at October 1, 1999:
- --------------------------------------------------------------------------------
Estimated Impact on
- --------------------------------------------------------------------------------
Earnings Before Income
(millions) Fair Value Taxes
- --------------------------------------------------------------------------------
Foreign exchange rate instruments $3.2 $0.7
Interest rate instruments 3.0 0.7
- --------------------------------------------------------------------------------
Other Factors
The Company has not been significantly impacted by inflationary pressures over
the last several years. The Company anticipates that changing costs of basic raw
materials may impact future operating costs and, accordingly, the prices of its
products. The Company is involved in continuing programs to mitigate the impact
of cost increases through changes in product design and identification of
sourcing and manufacturing efficiencies. Price increases and, in certain
situations, price decreases are implemented for individual products, when
appropriate.
Year 2000
The year 2000 issue is the result of computer programs using two digits (rather
than four) to define years. Computers or other equipment with date sensitive
software may recognize "00" as the year 1900 rather than 2000. This could result
in system failures or miscalculations. If the Company or its significant
customers or suppliers fail to correct year 2000 issues, the Company's ability
to operate could be materially affected.
The Company has assessed the impact of year 2000 issues on the processing of
date-related information for all of its information systems infrastructure and
non-technical assets, such as production equipment. All systems and
non-technical assets have been inventoried and classified as to their compliance
with year 2000 data processing. Any systems found year 2000 deficient are being
modified, upgraded or replaced. Project plans anticipate all existing, critical
information systems infrastructure and non-technical assets to be year 2000
compliant before failure to comply would significantly disrupt the Company's
operations. Contingency plans have been developed to address any failures
resulting from relationships with customers, suppliers or other third parties.
The Company has made inquiries of its suppliers, customers and other
organizations which impact the Company's business, but cannot guarantee that
circumstances beyond its control will not have an adverse impact on its
operations.
Since 1993, the Company has invested more than $11 million in information
systems improvements and has been migrating its businesses to systems that are
year 2000 compliant. Based on assessments and testing to date, the financial
impact of addressing any potential remaining internal system issues should not
be material to the Company's financial position, results of operations or cash
flows.
-12-
<PAGE>
Accounting Changes
In June 1998, the FASB issued Statement 133, Accounting for Derivative
Instruments and Hedging Activities. This Statement requires companies to record
derivatives on the balance sheet as assets and liabilities, measured at fair
value. Gains or losses resulting from changes in the values of those derivatives
will be accounted for depending on the use of the derivative and whether it
qualifies for hedge accounting. Statement 133, as amended by Statement 137, is
effective for fiscal years beginning after June 15, 2000. The Company will adopt
this accounting standard for the year beginning October 2000. The Company has
not yet determined the impact of Statement 133 on the Consolidated Financial
Statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information with respect to this item is included in Management's Discussion and
Analysis of Financial Condition and Results of Operations under the heading
"Market Risk Management."
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information with respect to this item is included on pages F-1 to F-20.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to this item, except for certain information on
executive officers (which appears at the end of Part I of this report) is
included in the Company's February 17, 2000 Proxy Statement, which is
incorporated herein by reference, under the headings "Election of Directors" and
"Section 16(a) Beneficial Ownership Reporting Compliance."
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to this item is included in the Company's February 17,
2000 Proxy Statement, which is incorporated herein by reference, under the
headings "Election of Directors - Compensation of Directors" and "Executive
Compensation;" provided, however, that the subsection entitled "Executive
Compensation - Compensation Committee Report on Executive Compensation" shall
not be deemed to be incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information with respect to this item is included in the Company's February 17,
2000 Proxy Statement, which is incorporated herein by reference, under the
heading "Stock Ownership of Management and Others."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to this item is included in the Company's February 17,
2000 Proxy Statement, which is incorporated herein by reference, under the
heading "Certain Transactions."
-13-
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The following documents are filed as a part of this Form 10-K:
Financial Statements
Included in Item 8 of Part II of this Form 10-K are the following
Independent Auditors' Report
Consolidated Balance Sheets - October 1, 1999 and October 2, 1998
Consolidated Statements of Operations - Years ended October 1, 1999, October 2,
1998 and October 3, 1997
Consolidated Statements of Shareholders' Equity - Years ended October 1, 1999,
October 2, 1998 and October 3, 1997
Consolidated Statements of Cash Flows - Years ended October 1, 1999, October 2,
1998 and October 3, 1997
Notes to Consolidated Financial Statements
Financial Statement Schedules
All schedules are omitted because they are not applicable, are not required or
equivalent information has been included in the Consolidated Financial
Statements or notes thereto.
Exhibits
See Exhibit Index.
Reports on Form 8-K
No reports on Form 8-K were filed during the three months ended October 1, 1999.
-14-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the Town of Mount
Pleasant and State of Wisconsin, on the 30th day of December 1999.
JOHNSON WORLDWIDE ASSOCIATES, INC.
(Registrant)
By /s/ Helen P. Johnson-Leipold
------------------------------------
Helen P. Johnson-Leipold
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons in the capacities indicated on the 30th
day of December 1999.
/s/ Helen P. Johnson-Leipold Chairman and Chief Executive Officer
- ----------------------------------- and Director
(Helen P. Johnson-Leipold) (Principal Executive Officer)
/s/ Thomas F. Pyle, Jr. Vice Chairman of the Board
- ----------------------------------- and Director
(Thomas F. Pyle, Jr.)
/s/ Samuel C. Johnson Director
- -----------------------------------
(Samuel C. Johnson)
/s/ Gregory E. Lawton Director
- -----------------------------------
(Gregory E. Lawton)
/s/ Glenn N. Rupp Director
- -----------------------------------
(Glenn N. Rupp)
Director
- -----------------------------------
(Terry E. London)
/s/ Carl G. Schmidt Senior Vice President and Chief Financial
- ----------------------------------- Officer, Secretary and Treasurer
(Carl G. Schmidt) (Principal Financial and Accounting Officer)
-15-
<PAGE>
EXHIBIT INDEX
Exhibit Title Page No.
- ----------- ------------------------------------------------------- --------
3.1 Articles of Incorporation of the Company. (Filed as *
Exhibit 3.1 to the Company's Form S-1 Registration
Statement No. 33-16998 and incorporated herein by
reference.)
3.2 Amendments to Bylaws of the Company dated as of March *
9, 1999. (Filed as Exhibit 3.1 to the Company's Form
10-Q for the quarter ended April 2, 1999 and
incorporated herein by reference.)
3.3 Bylaws of the Company as amended through March 9, 1999. *
(Filed as Exhibit 3.2 to the Company's Form 10-Q for
the quarter ended April 2, 1999 and incorporated herein
by reference.)
4.1 Note Agreement dated October 1, 1995. (Filed as Exhibit *
4.1 to the Company's Form 10-Q for the quarter ended
December 29, 1995 and incorporated herein by
reference.)
4.2 First Amendment dated October 31, 1996 to Note *
Agreement dated October 1, 1995. (Filed as Exhibit 4.3
to the Company's Form 10-Q for the quarter ended
December 27, 1996 and incorporated herein by
reference.)
4.3 Second Amendment dated September 30, 1997 to Note *
Agreement dated October 1, 1995. (Filed as Exhibit 4.8
to the Company's Form 10-K for the year ended October
3, 1997 and incorporated herein by reference.)
4.4 Third Amendment dated October 3, 1997 to Note Agreement *
dated October 1, 1995. (Filed as Exhibit 4.9 to the
Company's Form 10-K for the year ended October 3, 1997
and incorporated herein by reference.)
4.5 Note Agreement dated as of September 15, 1997. (Filed *
as Exhibit 4.15 to the Company's Form 10-K for the year
ended October 3, 1997 and incorporated herein by
reference.)
4.6 Amended and Restated Credit Agreement dated as of April *
3, 1998. (Filed as Exhibit 4.16 to the Company's Form
10-Q for the quarter ended April 3, 1998 and
incorporated herein by reference.)
4.7 Amendment No. 1 dated September 11, 1998 to the Amended *
and Restated Credit Agreement dated as of April 3,
1998. (Filed as Exhibit 4.17 to the Company's Form 10-Q
for the quarter ended January 1, 1999 and incorporated
herein by reference.)
9 Johnson Worldwide Associates, Inc. Class B common stock *
Voting Trust Agreement, dated December 30, 1993 (Filed
as Exhibit 9 to the Company's Form 10-Q for the quarter
ended December 31, 1993 and incorporated herein by
reference.)
10.1 Asset Purchase Agreement between Johnson Worldwide *
Associates, Inc. and Safari Land Ltd., Inc. dated as of
March 31, 1995 (Filed as Exhibit 2 to the Company's
Form 10-Q for the quarter ended March 31, 1995 and
incorporated herein by reference.)
-16-
<PAGE>
Exhibit Title Page No.
- ----------- ------------------------------------------------------- --------
10.2 Share Purchase Agreement by and between Johnson *
Worldwide Associates, Inc., Societe Figeacoise de
Participations and Plastimo, S.A., dated as of January
30, 1997. (Filed as Exhibit 2 to the Company's Form 8-K
dated January 30, 1997 and incorporated herein by
reference.)
10.3 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. (Filed as Exhibit 2 to the Company's Form 8-K
dated July 11, 1997 and incorporated herein by
reference.)
10.4+ Johnson Worldwide Associates, Inc. Amended and Restated *
1986 Stock Option Plan. (Filed as Exhibit 10 to the
Company's Form 10-Q for the quarter ended July 2, 1993
and incorporated herein by reference.)
10.5 Registration Rights Agreement regarding Johnson *
Worldwide Associates, Inc. common stock issued to the
Johnson family prior to the acquisition of Johnson
Diversified, Inc. (Filed as Exhibit 10.6 to the
Company's Form S-1 Registration Statement No. 33-16998
and incorporated herein by reference.)
10.6 Registration Rights Agreement regarding Johnson *
Worldwide Associates, Inc. Class A common stock held by
Mr. Samuel C. Johnson. (Filed as Exhibit 28 to the
Company's Form 10-Q for the quarter ended March 29,
1991 and incorporated herein by reference.)
10.7+ Form of Restricted Stock Agreement. (Filed as Exhibit *
10.8 to the Company's Form S-1 Registration Statement
No. 33-23299 and incorporated herein by reference.)
10.8+ Form of Supplemental Retirement Agreement of Johnson *
Diversified, Inc. (Filed as Exhibit 10.9 to the
Company's Form S-1 Registration Statement No. 33-16998
and incorporated herein by reference.)
10.9+ Johnson Worldwide Associates Retirement and Savings *
Plan. (Filed as Exhibit 10.9 to the Company's Form 10-K
for the year ended September 29, 1989 and incorporated
herein by reference.)
10.10+ Form of Agreement of Indemnity and Exoneration with *
Directors and Officers. (Filed as Exhibit 10.11 to the
Company's Form S-1 Registration Statement No. 33-16998
and incorporated herein by reference.)
10.11 Consulting and administrative agreements with S. C. *
Johnson & Son, Inc. (Filed as Exhibit 10.12 to the
Company's Form S-1 Registration Statement No. 33-16998
and incorporated herein by reference.)
10.12+ Johnson Worldwide Associates, Inc. 1994 Long-Term Stock *
Incentive Plan. (Filed as Exhibit 4 to the Company's
Form S-8 Registration Statement No. 333-88091 and
incorporated herein by reference.)
-17-
<PAGE>
Exhibit Title Page No.
- ----------- ------------------------------------------------------- --------
10.13+ Johnson Worldwide Associates, Inc. 1994 Non-Employee *
Director Stock Ownership Plan. (Filed as Exhibit 4 to
the Company's Form S-8 Registration Statement No.
333-88089 and incorporated herein by reference.)
10.14+ Johnson Worldwide Associates Economic Value Added Bonus *
Plan (Filed as Exhibit 10.15 to the Company's Form 10-K
for the year ended October 3, 1997 and incorporated
herein by reference.)
10.15+ Separation agreement, dated March 9, 1999, between the *
Company and R. C. Whitaker. (Filed as Exhibit 10.1 to
the Company's Form 10-Q for the quarter ended April 2,
1999 and incorporated herein by reference.)
11 Statement regarding computation of per share earnings. *
(Incorporated by reference to Note 14 to the
Consolidated Financial Statements on page F-19 of the
Company's 1999 Form 10-K.)
21 Subsidiaries of the Company as of October 1, 1999. -
23 Consent of KPMG LLP. -
27 Financial Data Schedule (EDGAR version only) -
99 Definitive Proxy Statement for the 2000 Annual Meeting *
of Shareholders. Except to the extent specifically
incorporated herein by reference, the Proxy Statement
for the 2000 Annual Meeting of Shareholders shall not
be deemed to be filed with the Securities and Exchange
Commission as part of this Form 10-K. The Proxy
Statement for the 2000 Annual Meeting of Shareholders
will be filed with the Securities and Exchange
Commission under Regulation 14A within 120 days after
the end of the Company's fiscal year.
- -------------
* Incorporated herein by reference.
+ A management contract or compensatory plan or arrangement.
-18-
<PAGE>
CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents Page
- ----------------------------------------------------------------- ----------
Report of Management F-1
Independent Auditors' Report F-1
Consolidated Balance Sheets F-2
Consolidated Statements of Operations F-3
Consolidated Statements of Shareholders' Equity F-4
Consolidated Statements of Cash Flows F-5
Notes to Consolidated Financial Statements F-6
<PAGE>
REPORT OF MANAGEMENT
The management of Johnson Worldwide Associates, Inc. is responsible for the
preparation and integrity of all financial statements and other information
contained in this Form 10-K. We rely on a system of internal financial controls
to meet the responsibility of providing accurate financial statements. The
system provides reasonable assurances that assets are safeguarded, that
transactions are executed in accordance with management's authorization and that
the financial statements are prepared on a worldwide basis in accordance with
generally accepted accounting principles.
The financial statements for each of the years covered in this Form 10-K have
been audited by independent auditors, who have provided an independent
assessment as to the fairness of the financial statements, after obtaining an
understanding of the Company's systems and procedures and performing such other
tests as deemed necessary.
The Audit Committee of the Board of Directors, which is composed solely of
directors who are not officers of the Company, meets with management and the
independent auditors to review the results of their work and to satisfy itself
that their respective responsibilities are being properly discharged. The
independent auditors have full and free access to the Audit Committee and have
regular discussions with the Committee regarding appropriate auditing and
financial reporting matters.
Helen P. Johnson-Leipold Carl G. Schmidt
Chairman and Chief Executive Officer Senior Vice President and Chief
Financial Officer
INDEPENDENT AUDITORS' REPORT
Shareholders and Board of Directors
Johnson Worldwide Associates, Inc.:
We have audited the consolidated balance sheets of Johnson Worldwide Associates,
Inc. and subsidiaries as of October 1, 1999 and October 2, 1998, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the years in the three-year period ended October 1, 1999. These
Consolidated Financial Statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these Consolidated
Financial Statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 audits provide a reasonable basis for our opinion.
In our opinion, the Consolidated Financial Statements referred to above present
fairly, in all material respects, the financial position of Johnson Worldwide
Associates, Inc. and subsidiaries as of October 1, 1999 and October 2, 1998, and
the results of their operations and their cash flows for each of the years in
the three-year period ended October 1, 1999, in conformity with generally
accepted accounting principles.
KPMG LLP
Milwaukee, Wisconsin
November 9, 1999
F-1
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
October 1 October 2
(thousands, except share data) 1999 1998
- --------------------------------------------------------------------------------------------------------------------
ASSETS
Current assets:
<S> <C> <C>
Cash and temporary cash investments $ 10,594 $ 11,496
Accounts receivable, less allowance for doubtful
accounts of $3,663 and $2,570, respectively 59,786 53,421
Inventories 70,775 76,603
Deferred income taxes 5,904 6,067
Other current assets 5,803 6,602
- --------------------------------------------------------------------------------------------------------------------
Total current assets 152,862 154,189
Property, plant and equipment 38,816 35,469
Deferred income taxes 15,647 15,435
Intangible assets 92,763 90,101
Other assets 2,474 823
- --------------------------------------------------------------------------------------------------------------------
Total assets $ 302,562 $ 296,017
- --------------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt and current maturities of long-term debt $ 49,445 $ 42,614
Accounts payable 16,589 11,681
Accrued liabilities:
Salaries and wages 7,730 6,213
Income taxes 424 3,019
Other 23,351 21,492
- --------------------------------------------------------------------------------------------------------------------
Total current liabilities 97,539 85,019
Long-term debt, less current maturities 73,141 82,066
Other liabilities 4,704 4,546
- --------------------------------------------------------------------------------------------------------------------
Total liabilities 175,384 171,631
- --------------------------------------------------------------------------------------------------------------------
Shareholders' equity:
Preferred stock: none issued -- --
Common stock:
Class A shares issued:
October 1, 1999, 6,910,577;
October 2, 1998, 6,909,577 345 345
Class B shares issued (convertible into Class A shares):
October 1, 1999, 1,222,861;
October 2, 1998, 1,223,861 61 61
Capital in excess of par value 44,205 44,205
Retained earnings 91,832 85,068
Contingent compensation (134) (27)
Other comprehensive income - cumulative foreign currency
translation adjustment (9,049) (4,651)
Treasury stock, Class A shares, at cost:
October 1, 1999, 5,280;
October 2, 1998, 39,532 (82) (615)
- --------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 127,178 124,386
- --------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 302,562 $ 296,017
- --------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of the Consolidated Financial Statements.
</TABLE>
F-2
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Year Ended
- --------------------------------------------------------------------------------------------------------------------
October 1 October 2 October 3
(thousands, except per share data) 1999 1998 1997
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $ 364,277 $ 328,525 $ 303,121
Cost of sales 222,198 202,561 191,789
- --------------------------------------------------------------------------------------------------------------------
Gross profit 142,079 125,964 111,332
- --------------------------------------------------------------------------------------------------------------------
Operating expenses:
Marketing and selling 73,732 67,567 66,259
Administrative management, finance and information
systems 29,294 25,981 23,031
Research and development 8,329 7,033 5,453
Amortization of acquisition costs 4,147 3,789 2,631
Profit sharing 2,707 1,447 1,612
Strategic charges 2,247 1,424 335
- --------------------------------------------------------------------------------------------------------------------
Total operating expenses 120,456 107,241 99,321
- --------------------------------------------------------------------------------------------------------------------
Operating profit 21,623 18,723 12,011
Interest income (316) (363) (471)
Interest expense 9,719 9,829 8,780
Other (income) expense, net 269 108 (257)
- --------------------------------------------------------------------------------------------------------------------
Income before income taxes 11,951 9,149 3,959
Income tax expense 4,929 3,937 1,903
- --------------------------------------------------------------------------------------------------------------------
Net income $ 7,022 $ 5,212 $ 2,056
- --------------------------------------------------------------------------------------------------------------------
BASIC EARNINGS PER COMMON SHARE $ 0.87 $ 0.64 $ 0.25
- --------------------------------------------------------------------------------------------------------------------
DILUTED EARNINGS PER COMMON SHARE $ 0.87 $ 0.64 $ 0.25
- --------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of the Consolidated Financial Statements.
</TABLE>
F-3
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------- ----------------
Cumulative
Foreign
(thousands) Capital in Currency
Common Excess of Retained Contingent Translation Treasury Comprehensive
Stock Par Value Earnings Compensation Adjustment Stock Income (Loss)
- ---------------------------------------------------------------------------------------------------------------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT SEPTEMBER 27, 1996 $406 $44,084 $77,940 $(121) $ 4,115 $ --
Net income -- -- 2,056 -- -- -- $ 2,056
Exercise of stock options -- -- (114) -- -- 284 --
Tax benefit of stock options
exercised -- 58 -- -- -- -- --
Issuance of restricted stock -- 44 -- (67) -- 23 --
Amortization of contingent
compensation -- -- -- 103 -- -- --
Other treasury stock transactions -- -- -- -- -- (609) --
Translation adjustment -- -- -- -- (10,471) -- (10,471)
- ---------------------------------------------------------------------------------------------------------------- ----------------
BALANCE AT OCTOBER 3, 1997 406 44,186 79,882 (85) (6,356) (302) $ (8,415)
----------------
Net income -- -- 5,212 -- -- -- $ 5,212
Exercise of stock options -- -- (4) -- -- 146 --
Tax benefit of stock options
exercised -- 6 -- -- -- -- --
Issuance of restricted stock -- 13 -- (32) -- 32 --
Issuance of stock under
employees' stock purchase
plan -- -- (22) -- -- 177 --
Amortization of contingent
compensation -- -- -- 90 -- -- --
Other treasury stock transactions -- -- -- -- -- (668) --
Translation adjustment -- -- -- -- 1,705 -- 1,705
- ---------------------------------------------------------------------------------------------------------------- ----------------
BALANCE AT OCTOBER 2, 1998 406 44,205 85,068 (27) (4,651) (615) $ 6,917
----------------
Net income -- -- 7,022 -- -- -- $ 7,022
Issuance of restricted stock -- -- (137) (182) -- 319 --
Issuance of stock under
employees' stock purchase
plan -- -- (121) -- -- 214 --
Amortization of contingent
compensation -- -- -- 75 -- -- --
Translation adjustment -- -- -- -- (4,398) -- (4,398)
- ---------------------------------------------------------------------------------------------------------------- ----------------
BALANCE AT OCTOBER 1, 1999 $406 $44,205 $91,832 $(134) $(9,049) $ (82) $ 2,624
- ---------------------------------------------------------------------------------------------------------------- ----------------
The accompanying notes are an integral part of the Consolidated Financial Statements.
</TABLE>
F-4
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Year Ended
- ------------------------------------------------------------------------------------------------------------------
October 1 October 2 October 3
(thousands) 1999 1998 1997
- ------------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY OPERATIONS
<S> <C> <C> <C>
Net income $ 7,022 $ 5,212 $ 2,056
Noncash items:
Depreciation and amortization 15,127 14,038 11,949
Provision for doubtful accounts receivable 2,322 918 1,604
Provision for inventory reserves 828 343 445
Deferred income taxes 211 (3,355) (4,127)
Change in assets and liabilities, net of effect of
businesses acquired or sold:
Accounts receivable (6,507) (1,743) (2,747)
Inventories 4,104 6,583 13,071
Accounts payable and accrued liabilities 5,772 (2,170) (3,749)
Other, net (1,039) 685 1,489
- ------------------------------------------------------------------------------------------------------------------
27,840 20,511 19,991
- ------------------------------------------------------------------------------------------------------------------
CASH USED FOR INVESTING ACTIVITIES
Net assets of businesses acquired, net of cash (13,584) (12,772) (37,169)
Proceeds from sale of business, net of cash -- -- 13,937
Additions to property, plant and equipment (14,261) (13,108) (8,860)
Sales of property, plant and equipment 691 1,592 640
- ------------------------------------------------------------------------------------------------------------------
(27,154) (24,288) (31,452)
- ------------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES
Issuance of senior notes -- 25,000 --
Issuance of other long-term notes -- -- 10,543
Principal payments on senior notes and other long-term
notes (7,806) (8,381) (7,358)
Net change in short-term debt 6,764 (8,424) 4,085
Common stock transactions 94 (352) (382)
- ------------------------------------------------------------------------------------------------------------------
(948) 7,843 6,888
Effect of foreign currency fluctuations on cash (640) 300 (994)
- ------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and temporary cash
investments (902) 4,366 (5,567)
CASH AND TEMPORARY CASH INVESTMENTS
Beginning of year 11,496 7,130 12,697
- ------------------------------------------------------------------------------------------------------------------
End of year $ 10,594 $ 11,496 $ 7,130
- ------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of the Consolidated Financial Statements.
</TABLE>
F-5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Johnson Worldwide Associates, Inc. is an integrated, global outdoor recreation
products company engaged in the design, manufacture and marketing of brand name
outdoor equipment, diving, watercraft, motors and fishing products.
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
All monetary amounts, other than share and per share amounts, are stated in
thousands.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of Johnson Worldwide
Associates, Inc. and all majority owned subsidiaries (the Company). Significant
intercompany accounts and transactions have been eliminated in consolidation.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
impact the reported amounts of assets, liabilities and operating results and the
disclosure of commitments and contingent liabilities. Actual results could
differ significantly from those estimates. For the Company, significant
estimates include the allowance for doubtful accounts receivable, reserves for
inventory valuation and the valuation allowance for deferred tax assets.
The Company's fiscal year ends on the Friday nearest September 30. The fiscal
years ended October 1, 1999 (hereinafter 1999) and October 2, 1998 (hereinafter
1998) each comprise 52 weeks. The fiscal year ended October 3, 1997 (hereinafter
1997) comprises 53 weeks.
Cash and Temporary Cash Investments
For purposes of the consolidated statements of cash flows, the Company considers
all short-term investments in interest-bearing bank accounts, securities and
other instruments with an original maturity of three months or less, to be
equivalent to cash.
The Company maintains cash in bank accounts in excess of insured limits. The
Company has not experienced any losses as a result of this practice and does not
believe that significant credit risk exists.
Inventories
Inventories are stated at the lower of cost (determined using the first-in,
first-out method) or market.
Inventories at the end of the respective years consist of the following:
- -------------------------------------------------------------------------------
1999 1998
- -------------------------------------------------------------------------------
Raw materials $ 26,147 $ 27,834
Work in process 3,430 4,753
Finished goods 46,341 49,875
- -------------------------------------------------------------------------------
75,918 82,462
Less reserves 5,143 5,859
- -------------------------------------------------------------------------------
$ 70,775 $ 76,603
- -------------------------------------------------------------------------------
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation.
Depreciation of plant and equipment is determined by straight-line and
accelerated methods over estimated useful lives, which range from 3 to 30 years.
F-6
<PAGE>
Upon retirement or disposition, cost and the related accumulated depreciation
are removed from the accounts and any resulting gain or loss is recognized in
operating results.
The Company annually assesses the recoverability of long-lived tangible assets
by comparing the carrying amount of an asset to future net cash flows expected
to be generated by that asset. If such assets are considered impaired, the
impairment to be recognized is measured by the amount by which the carrying
value of the asset exceeds its fair market value.
Property, plant and equipment at the end of the respective years consist of the
following:
- -------------------------------------------------------------------------------
1999 1998
- -------------------------------------------------------------------------------
Property and improvements $ 1,505 $ 912
Buildings and improvements 18,875 16,827
Furniture, fixtures and equipment 87,937 78,351
- -------------------------------------------------------------------------------
108,317 96,090
Less accumulated depreciation 69,501 60,621
- -------------------------------------------------------------------------------
$ 38,816 $ 35,469
- -------------------------------------------------------------------------------
Intangible Assets
Intangible assets are stated at cost less accumulated amortization. Amortization
is computed using the straight-line method with periods ranging from 15 to 40
years for goodwill and 3 to 16 years for patents, trademarks and other
intangible assets.
The Company annually assesses the recoverability of intangible assets, primarily
by determining whether the amortization of the balance over its remaining life
can be recovered through projected undiscounted future operating cash flows of
the acquired business. The amount of impairment, if any, is measured primarily
based on the deficiency of projected discounted future operating cash flows
relative to the carrying value of the asset, using a discount rate reflecting
the Company's cost of capital, which is currently approximately 10%.
Intangible assets at the end of the respective years consist of the following:
- -------------------------------------------------------------------------------
1999 1998
- -------------------------------------------------------------------------------
Goodwill $ 112,074 $ 105,829
Patents, trademarks and other 4,678 4,683
- -------------------------------------------------------------------------------
116,752 110,512
Less accumulated amortization 23,989 20,411
- -------------------------------------------------------------------------------
$ 92,763 $ 90,101
- -------------------------------------------------------------------------------
Income Taxes
The Company provides for income taxes currently payable, and deferred income
taxes resulting from temporary differences between financial statement and
taxable income, using the asset and liability method.
In assessing the realizability of deferred tax assets, the Company 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 years in which
those temporary differences become deductible. The Company considers the
scheduled reversal of deferred tax liabilities, projected future taxable income
and tax planning strategies in making this assessment.
Federal and state income taxes are provided on foreign subsidiary income
distributed to, or taxable in, the United States during the year. At October 1,
1999, net undistributed earnings of foreign subsidiaries total approximately
F-7
<PAGE>
$57,100. A substantial portion of these unremitted earnings have been
permanently invested abroad and no provision for federal or state taxes is made
on these amounts. With respect to that portion of foreign earnings which may be
returned to the United States, provision is made for taxes if the amounts are
significant.
The Company's United States entities file a consolidated federal income tax
return.
Employee Benefits
The Company and certain of its subsidiaries have various retirement and profit
sharing plans. United States pension obligations, which are generally based on
compensation and years of service, are funded by payments to pension fund
trustees. Foreign pension plans are funded as expenses are incurred. The
Company's policy is generally to fund the minimum amount required under the
Employee Retirement Income Security Act of 1974 for plans subject thereto.
Profit sharing and other retirement costs are funded at least annually.
Foreign Operations and Derivative Financial Instruments
The Company operates internationally, which gives rise to exposure to market
risk from movements in foreign exchange rates. The Company uses foreign currency
forward contracts and options in its selective hedging of foreign exchange
exposure. Gains and losses on contracts that qualify as hedges are recognized as
an adjustment of the carrying amount of the item hedged. The Company primarily
hedges assets, inventory purchases and loans denominated in foreign currencies.
The Company does not enter into foreign exchange contracts for trading purposes.
Gains and losses on unhedged exposures are recorded in operating results.
At October 1, 1999, foreign currency forward contracts and options with a
notional value of approximately $9,800 are in place, hedging existing and
anticipated transactions. Substantially all of these contracts mature in 2000.
Failure of the counterparties to perform their obligations under these contracts
would expose the Company to the risk of foreign currency rate movements for
those contracts. The Company does not believe the risk of counterparty failure
is significant. At October 1, 1999, the fair value of these instruments is not
significant.
Foreign currency swaps effectively denominate, in foreign currencies, existing
U.S. dollar denominated debt of the Company. This foreign currency debt serves
as a hedge of foreign assets. Accordingly, gains and losses on such swaps are
recorded in the cumulative foreign currency translation account.
Assets and liabilities of foreign operations are translated into U.S. dollars at
the rate of exchange existing at the end of the year. Results of operations are
translated at monthly average exchange rates. Gains and losses resulting from
the translation of foreign currency financial statements are classified in the
cumulative foreign currency translation account.
Revenue Recognition
Revenue from sales is recognized on the accrual basis, primarily upon the
shipment of products, net of estimated costs of returns and allowances.
Advertising
The Company expenses substantially all costs related to production of
advertising the first time the advertising takes place. Cooperative promotional
arrangements are accrued in relation to sales.
Advertising expense in 1999, 1998 and 1997 totals $21,906, $18,475 and $21,512,
respectively. Capitalized costs at October 1, 1999 and October 2, 1998 total
$1,741 and $1,635, respectively, and primarily include catalogs and costs of
advertising which has not yet run for the first time.
Research and Development
Research and development costs are expensed as incurred.
F-8
<PAGE>
Stock-Based Compensation
The Company accounts for stock options using the intrinsic value based method.
Accordingly, compensation cost is generally recognized only for stock options
issued with an exercise price lower than the market price on the date of grant.
The fair value of restricted shares awarded in excess of the amount paid for
such shares is recognized as contingent compensation in the Consolidated
Statements of Shareholders' Equity and is amortized into operating results over
1 to 3 years from the date of award, the period after which all restrictions
generally lapse.
Accounting Changes
The Company adopted Financial Accounting Standards Board (FASB) Statement 130,
Reporting Comprehensive Income, in 1999. Comprehensive income includes net
income and changes in shareholders' equity from non-owner sources. For the
Company, the elements of comprehensive income excluded from net income are
represented primarily by the cumulative foreign currency translation adjustment.
In June 1998, the FASB issued Statement 133, Accounting for Derivative
Instruments and Hedging Activities. This Statement requires companies to record
derivatives on the balance sheet as assets and liabilities, measured at fair
value. Gains or losses resulting from changes in the values of those derivatives
will be accounted for depending on the use of the derivative and whether it
qualifies for hedge accounting. Statement 133, as amended by Statement 137, is
effective for fiscal years beginning after June 15, 2000. The Company will adopt
this accounting standard for the year beginning October 2000. The Company has
not yet determined the impact of Statement 133 on the Consolidated Financial
Statements.
Reclassifications
Certain reclassifications have been made to prior years' amounts to conform with
the current year presentation.
2 STRATEGIC CHARGES
In 1999, 1998 and 1997, the Company recorded severance and other exit costs
totaling $2,247, $1,424 and $335, respectively, related primarily to the
integration of acquired businesses, primarily in the diving business. In 1999,
strategic charges also include severance, moving and recruiting costs related to
the relocation of certain sales and marketing functions of the Company's North
American outdoor equipment business. 1999 severance costs included in strategic
charges totaled $1,101 and approximately 30 employees were impacted by these
actions. 1998 severance costs totaled $781 and approximately 80 employees were
impacted by these actions. The Company anticipates no significant additional
strategic charges will be incurred in 2000 to further integrate recent
acquisitions into its business or to complete other announced actions.
Unexpended funds related to these charges are not significant.
3 ACQUISITIONS
In July 1999, the Company completed the acquisition of the common stock of
Extrasport, Inc., a privately held manufacturer and marketer of personal
flotation devices. The initial purchase price, including direct expenses, for
the acquisition was approximately $3,300, of which approximately $2,500 was
recorded as intangible assets and is being amortized over 25 years. Additional
payments in 2000 through 2002 are dependent upon achievement of specified levels
of sales of the acquired business.
In March 1999, the Company completed the acquisition of substantially all of the
assets and the assumption of certain liabilities of Escape Sailboat Company LLC,
a privately held manufacturer and marketer of recreational sailboats. The
initial purchase price, including direct expenses, for the acquisition was
approximately $4,800, of which approximately $3,100 was recorded as intangible
assets and is being amortized over 25 years. Additional payments in 2000 and
2001 are dependent upon achievement of specified levels of sales of the acquired
business.
In December 1998, the Company completed the acquisition of substantially all of
the assets and the assumption of certain liabilities of True North Paddle &
Necky Kayaks Ltd., a privately held manufacturer and marketer of Necky kayaks,
and an affiliated entity. The initial purchase price, including direct expenses,
for the acquisition was approximately $5,700, of which approximately $3,200 was
recorded as intangible assets and is being amortized
F-9
<PAGE>
over 25 years. An additional payment of $600 was accrued in 1999. Additional
payments in the years 2000 through 2003 are dependent upon the achievement of
specified levels of sales and profitability of the acquired business.
The following pro forma operating results are unaudited and reflect purchase
accounting adjustments assuming all 1999 acquisitions had been consummated at
the beginning of each year presented:
- -------------------------------------------------------------------------------
1999 1998
- -------------------------------------------------------------------------------
Net sales $370,921 $342,069
Net income 7,028 4,866
Diluted earnings per common share 0.87 0.60
- -------------------------------------------------------------------------------
In February 1998, the Company completed the acquisition of the common stock of
Leisure Life Limited, a privately held manufacturer and marketer of recreational
watercraft. The purchase price, including direct expenses, for the acquisition
was approximately $10,300, of which approximately $7,300 was recorded as
intangible assets and is being amortized over 25 years.
In October 1997, subsequent to the end of the 1997 fiscal year, the Company
completed the acquisitions of certain assets of Soniform, Inc., a manufacturer
of diving buoyancy compensators, and the common stock of Plastiques L.P.A.
Limitee, a privately held Canadian manufacturer of kayaks. The purchase prices
for the acquisitions totaled approximately $3,400.
In July 1997, the Company completed the acquisition of the common stock of
Uwatec AG (hereinafter Uwatec), a privately held manufacturer and marketer of
diving computers and other electronic instruments. The initial purchase price,
including direct expenses, for the acquisition was approximately $33,500, of
which $32,800 was recorded as intangible assets and is being amortized over 25
years. Additional payments of $529 and $432 were accrued in 1999 and 1998,
respectively, based upon utilization of certain acquired inventories. In
connection with the acquisition, the Company entered into a long-term product
development and intellectual property agreement with an unaffiliated party with
which Uwatec conducts business.
In July 1997, the Company completed the acquisition of substantially all of the
assets of Ocean Kayak, Inc., a privately held manufacturer and marketer of
kayaks. The initial purchase price, including direct expenses, for the
acquisition was approximately $5,000, of which $2,700 was recorded as intangible
assets and is being amortized over 25 years. Additional payments of $600 were
accrued in both 1999 and 1998 due to achievement of specified levels of sales of
the acquired business.
Additional payments in the years 2000 and 2001 related to acquisitions
consummated in 1995 are dependent upon the achievement of specified levels of
sales and/or profitability of certain of the acquired products. No additional
payments were required in 1999, 1998 or 1997.
All acquisitions are accounted for using the purchase method and, accordingly,
the Consolidated Financial Statements include the results of operations since
the respective dates of acquisition. Additional payments, if required, will
increase intangible assets.
4 INDEBTEDNESS
Short-term debt at the end of the respective years consists of the following:
- -------------------------------------------------------------------------------
1999 1998
- -------------------------------------------------------------------------------
Commercial paper and bank loans $ 43,380 $ 34,846
Current maturities of long-term debt 6,065 7,768
- -------------------------------------------------------------------------------
$ 49,445 $ 42,614
- -------------------------------------------------------------------------------
F-10
<PAGE>
Short-term credit facilities provide for borrowings with interest rates set
periodically by reference to market rates. Commercial paper rates are set by
competitive bidding. The weighted average interest rate on short-term
indebtedness was 6.2% and 6.0% at October 1, 1999 and October 2, 1998,
respectively. The Company's primary facility is a $100,000 revolving credit
agreement expiring in 2001, which includes a maximum amount of $80,000 in
support of commercial paper issuance. The Company has lines of credit, both
foreign and domestic, totaling $125,000 of which $67,200 is available at October
1, 1999. The Company also utilizes letters of credit for trade financing
purposes.
Long-term debt at the end of the respective years consists of the following:
- -------------------------------------------------------------------------------
1999 1998
- -------------------------------------------------------------------------------
1998 senior notes $ 24,981 $ 27,369
1996 senior notes 45,000 45,000
1993 senior notes -- 7,500
Other long-term notes, 1.8% to 10.9%,
maturing through December 2005 9,225 9,965
- -------------------------------------------------------------------------------
79,206 89,834
Less current maturities 6,065 7,768
- -------------------------------------------------------------------------------
$ 73,141 $ 82,066
- -------------------------------------------------------------------------------
In 1998, the Company issued unsecured senior notes totaling $25,000 with an
interest rate of 7.15%. Simultaneous with the commitment of the 1998 senior
notes, the Company executed a foreign currency swap, denominating in Swiss
francs all principal and interest payments required under the 1998 senior notes.
The fixed, effective interest rate to be paid on the 1998 senior notes as a
result of the currency swap is 4.32%. The 1998 senior notes have annual
principal payments of $2,189 to $7,663 beginning October 2001 with a final
payment due October 2007. Proceeds from issuance of the 1998 senior notes were
used to reduce outstanding indebtedness under the Company's primary revolving
credit facility.
$8,093 of the initial purchase price of Uwatec is deferred with principal
payments of $376 and $7,717 due in 2000 and 2002, respectively. Interest on the
deferred amounts is payable annually at 6%. This obligation is denominated in
Swiss francs. A corresponding amount of the Company's primary revolving credit
facility is reserved in support of this obligation through issuance of a letter
of credit. The obligation was reduced by $1,482 in 1998 from liabilities to
third parties paid or accrued by the Company on behalf of the selling
shareholders.
In 1996, the Company issued unsecured senior notes totaling $30,000 with an
interest rate of 7.77% and $15,000 with an interest rate of 6.98%. Total annual
principal payments ranging from $5,500 to $7,500 are due beginning in October
2000 through 2006.
In 1993, the Company issued unsecured senior notes totaling $15,000 with an
interest rate of 6.58%. The final principal payment of $7,500 was made in 1999.
Aggregate scheduled maturities of long-term debt in each of the five years
ending September 2004 are as follows:
- -------------------------------------------------------------------------------
Year
- -------------------------------------------------------------------------------
2000 $6,100
2001 6,600
2002 15,900
2003 8,200
2004 9,500
- -------------------------------------------------------------------------------
Interest paid was $9,895, $9,119 and $9,046 for 1999, 1998 and 1997,
respectively.
F-11
<PAGE>
Based on the borrowing rates currently available to the Company for debt with
similar terms and average maturities, the fair value of the Company's long-term
debt as of October 1, 1999 and October 2, 1998 is approximately $80,300 and
$92,300, respectively. The carrying value of all other financial instruments
approximates the fair value.
Certain of the Company's loan agreements require that Samuel C. Johnson, members
of his family and related entities (hereinafter the Johnson Family) continue to
own stock having votes sufficient to elect a 51% majority of the directors. At
October 1, 1999, the Johnson Family held approximately 3,280,000 shares or 48%
of the Class A common stock, approximately 1,168,000 shares or 95% of the Class
B common stock and approximately 78% of the voting power of both classes of
common stock, taken as a whole. The agreements also contain restrictive
covenants regarding the Company's net worth, indebtedness, fixed charge coverage
and distribution of earnings. The Company is in compliance with the restrictive
covenants of such agreements, as amended from time to time.
5 LEASES AND OTHER COMMITMENTS
The Company leases certain operating facilities and machinery and equipment
under long-term, noncancelable operating leases. Future minimum rental
commitments under noncancelable operating leases having an initial term in
excess of one year at October 1, 1999 are as follows:
- --------------------------------------------------------------------------------
Year
- --------------------------------------------------------------------------------
2000 $5,900
2001 5,200
2002 4,600
2003 2,600
2004 1,500
Thereafter 4,600
- --------------------------------------------------------------------------------
Rental expense under all leases was approximately $6,743, $6,101 and $4,338 for
1999, 1998 and 1997, respectively.
In 1998, the Company executed a guarantee of $1,300 of debt of one of its
suppliers. The guarantee is supported by a priority lien on equipment owned by
the supplier.
The Company makes commitments in a broad variety of areas, including capital
expenditures, contracts for services, sponsorship of broadcast media and supply
of finished products and components, all of which are in the ordinary course of
business.
6 INCOME TAXES
Income tax expense (benefit) for the respective years consists of the following:
- --------------------------------------------------------------------------------
1999 1998 1997
- --------------------------------------------------------------------------------
Current:
Federal $ 34 $ 56 $ 242
State 683 514 (11)
Foreign 4,261 6,672 5,847
Deferred (49) (3,305) (4,175)
- --------------------------------------------------------------------------------
$ 4,929 $ 3,937 $ 1,903
- --------------------------------------------------------------------------------
F-12
<PAGE>
The significant components of deferred tax expense (benefit) are as follows:
- --------------------------------------------------------------------------------
1999 1998 1997
- --------------------------------------------------------------------------------
Deferred tax expense (benefit)(exclusive
of effects of other components
listed below) $ 88 $(3,045) $(4,121)
Decrease in beginning of the year balance
of the valuation allowance for
deferred tax assets (137) (260) (54)
- --------------------------------------------------------------------------------
$ (49) $(3,305) $(4,175)
- --------------------------------------------------------------------------------
The tax effects of temporary differences that give rise to significant portions
of deferred tax assets and deferred tax liabilities at the end of the respective
years are presented below:
- --------------------------------------------------------------------------------
1999 1998
- --------------------------------------------------------------------------------
Deferred tax assets:
Inventories $ 2,674 $ 3,299
Compensation 3,044 2,205
Foreign income taxes 1,816 1,212
Foreign tax credit carryforwards 4,051 4,211
Net operating loss carryforwards 15,883 15,986
Other 3,360 4,152
- --------------------------------------------------------------------------------
Total gross deferred tax assets 30,828 31,065
Less valuation allowance 5,751 5,911
- --------------------------------------------------------------------------------
25,077 25,154
- --------------------------------------------------------------------------------
Deferred tax liabilities:
Foreign statutory reserves 1,973 2,334
Acquisition accounting 1,553 1,318
- --------------------------------------------------------------------------------
Total deferred tax liabilities 3,526 3,652
- --------------------------------------------------------------------------------
Net deferred tax asset $21,551 $21,502
- --------------------------------------------------------------------------------
Following is the income (loss) before income taxes for domestic and foreign
operations:
- --------------------------------------------------------------------------------
1999 1998 1997
- --------------------------------------------------------------------------------
United States $ (1,218) $ (6,503) $ (6,998)
Foreign 13,169 15,652 10,957
- --------------------------------------------------------------------------------
$ 11,951 $ 9,149 $ 3,959
- --------------------------------------------------------------------------------
The significant differences between the statutory federal tax rate and the
effective income tax rates are as follows:
- --------------------------------------------------------------------------------
1999 1998 1997
- --------------------------------------------------------------------------------
Statutory U.S. federal income tax rate 34.0% 34.0% 34.0%
State income taxes, net of federal
income tax benefit 0.5 (3.0) (6.2)
Foreign rate differential 5.1 12.7 23.9
Foreign operating losses (benefit) 1.6 (1.4) (2.0)
Other -- 0.7 (1.6)
- --------------------------------------------------------------------------------
41.2% 43.0% 48.1%
- --------------------------------------------------------------------------------
F-13
<PAGE>
At October 1, 1999, the Company has $4,051 of foreign tax credit carryforwards
available to be offset against future U.S. tax liability. The credits expire in
2000 through 2003 if not utilized.
During 1999, 1998 and 1997, foreign net operating loss carryforwards were
utilized, resulting in a reduction in income tax expense of $137, $260 and $54,
respectively. At October 1, 1999, the Company has a U.S. federal operating loss
carryforward of $29,062. In addition, certain of the Company's foreign
subsidiaries have net operating loss carryforwards totaling $2,188. These
amounts are available to offset future taxable income over the next 6 to 19
years and are anticipated to be utilized during this period.
Taxes paid were $7,737, $6,299 and $8,328 for 1999, 1998 and 1997, respectively.
7 EMPLOYEE BENEFITS
The Company adopted FASB Statement 132, Employers' Disclosure About Pension and
Other Post Retirement Benefits, in 1999. Net periodic pension cost for
noncontributory pension plans includes the following components:
- --------------------------------------------------------------------------------
1999 1998 1997
- --------------------------------------------------------------------------------
Service cost $ 273 $301 $292
Interest on projected benefit obligation 713 697 638
Less expected return on plan assets 558 520 1,075
Amortization of unrecognized:
Net loss 4 15 602
Prior service cost 26 26 26
Transition asset (81) (81) (81)
- --------------------------------------------------------------------------------
Net amount recognized $ 377 $ 438 $ 402
- --------------------------------------------------------------------------------
The following provides a reconciliation of the changes in the plans' benefit
obligation and fair value of plan assets for 1999 and 1998 and a statement of
the funded status at the end of each year:
- --------------------------------------------------------------------------------
1999 1998
- --------------------------------------------------------------------------------
Reconciliation of benefit obligation:
Benefit obligation at beginning of year $ 9,456 $ 8,934
Service cost 273 301
Interest cost 713 697
Actuarial (gain) loss (257) 34
Benefits paid (581) (510)
- --------------------------------------------------------------------------------
Benefit obligation at end of year $ 9,604 $ 9,456
- --------------------------------------------------------------------------------
Reconciliation of fair value of plan assets:
Fair value of plan assets as of beginning of year $ 7,515 $ 7,003
Actual return on plan assets 860 515
Company contributions 276 507
Benefits paid (581) (510)
- --------------------------------------------------------------------------------
Fair value of plan assets at end of year $ 8,070 $ 7,515
- --------------------------------------------------------------------------------
Funded status:
Funded status of the plan $ (1,534) $(1,941)
Unrecognized net loss 4 581
Unrecognized prior service cost 174 200
Unrecognized transition asset (372) (453)
- --------------------------------------------------------------------------------
Net pension liability recognized in the Consolidated
Balance Sheets $ (1,728) $(1,613)
- --------------------------------------------------------------------------------
F-14
<PAGE>
The following summarizes the components of the liability recognized in the
Consolidated Balance Sheets at the end of the respective years:
- --------------------------------------------------------------------------------
1999 1998
- --------------------------------------------------------------------------------
Prepaid benefit cost $ 55 $ 193
Accrued benefit liability (1,783) (1,806)
- --------------------------------------------------------------------------------
Net pension liability recognized in the Consolidated
Balance Sheets $ (1,728) $(1,613)
- --------------------------------------------------------------------------------
Plan assets are invested primarily in stock and bond mutual funds and insurance
contracts.
Actuarial assumptions used to determine the projected benefit obligation and the
net periodic pension cost are as follows:
- --------------------------------------------------------------------------------
1999 1998 1997
- --------------------------------------------------------------------------------
Discount rate for obligations 8% 8% 8%
Long-term rate of return on plan assets 8 8 8
Average salary increase rate 5 5 5
- --------------------------------------------------------------------------------
A majority of the Company's full-time employees are covered by profit sharing or
defined contribution programs. Participating entities determine profit sharing
distributions under various performance and service based formulas.
8 PREFERRED STOCK
The Company is authorized to issue 1,000,000 shares of preferred stock in
various classes and series, of which there are none currently issued or
outstanding.
9 COMMON STOCK
Common stock at the end of the respective years consists of the following:
- --------------------------------------------------------------------------------
1999 1998
- --------------------------------------------------------------------------------
Class A, $.05 par value:
Authorized 20,000,000 20,000,000
Outstanding 6,905,297 6,870,045
Class B, $.05 par value:
Authorized 3,000,000 3,000,000
Outstanding 1,222,861 1,223,861
- --------------------------------------------------------------------------------
Holders of Class A common stock are entitled to elect 25% of the members of the
Board of Directors and holders of Class B common stock are entitled to elect the
remaining directors. With respect to matters other than the election of
directors or any matters for which class voting is required by law, holders of
Class A common stock are entitled to one vote per share while holders of Class B
common stock are entitled to ten votes per share. If any dividends (other than
dividends paid in shares of the Company) are paid by the Company on its common
stock, a dividend would be paid on each share of Class A common stock equal to
110% of the amount paid on each share of Class B common stock. Each share of
Class B common stock is convertible at any time into one share of Class A common
stock. During 1999, 1998 and 1997, respectively, 1,000, 4,054 and 222 shares of
Class B common stock were converted into Class A common stock.
F-15
<PAGE>
10 STOCK OWNERSHIP PLANS
The Company's current stock ownership plans provide for issuance of options to
acquire shares of Class A common stock by key executives and non-employee
directors. All stock options have been granted at a price not less than fair
market value at the date of grant and become exercisable over periods of one to
four years from the date of grant. Stock options generally have a term of 10
years. Current plans also allow for issuance of restricted stock or stock
appreciation rights in lieu of options. Grants of restricted shares are not
significant in any year presented. No stock appreciation rights have been
granted.
A summary of stock option activity related to the Company's plans is as follows:
- --------------------------------------------------------------------------------
Weighted Average
Shares Exercise Price
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Outstanding at September 27, 1996 566,221 $20.37
Granted 256,000 12.09
Exercised (24,400) 6.93
Cancelled (111,300) 16.95
- --------------------------------------------------------------------------------
Outstanding at October 3, 1997 686,521 18.32
Granted 247,000 17.01
Exercised (10,243) 13.96
Cancelled (321,217) 19.11
- --------------------------------------------------------------------------------
Outstanding at October 2, 1998 602,061 17.43
Granted 353,000 8.53
Cancelled (176,224) 14.67
- --------------------------------------------------------------------------------
Outstanding at October 1, 1999 778,837 $14.02
- --------------------------------------------------------------------------------
Other information regarding the Company's stock option plans is as follows:
- --------------------------------------------------------------------------------
1999 1998 1997
- --------------------------------------------------------------------------------
Options exercisable at end of year 324,990 257,055 388,264
Weighted average exercise price of
exercisable options $18.63 $19.14 $20.75
Weighted average fair value of
options granted during year 3.31 6.82 4.87
- --------------------------------------------------------------------------------
At October 1, 1999, the weighted average remaining contractual life of stock
options outstanding is approximately 7.8 years. Exercise prices of outstanding
stock options range from $6.81 to $25.31 at October 1, 1999.
Had compensation cost for the Company's stock options been determined using the
fair value method, the Company's pro forma operating results would have been as
follows:
- --------------------------------------------------------------------------------
1999 1998 1997
- --------------------------------------------------------------------------------
Net income $6,504 $4,542 $1,659
Diluted earnings per common share 0.80 0.56 0.20
- --------------------------------------------------------------------------------
For purposes of calculating pro forma operating results, the fair value of each
option grant was estimated using the Black-Scholes option pricing model with an
expected volatility of 35%, a risk free interest rate equivalent to five year
U.S. Treasury securities and an expected life of five years. The pro forma
operating results reflect only options granted after 1995.
The Company's employees' stock purchase plan provides for the issuance of up to
150,000 shares of Class A common stock at a purchase price of not less than 85%
of the fair market value at the date of grant. During 1999
F-16
<PAGE>
and 1998, 13,722 and 11,325 shares, respectively, were issued under this plan.
No shares were issued under this plan in 1997.
11 RELATED PARTY TRANSACTIONS
Various transactions are conducted between the Company and organizations
controlled by the Johnson Family. These include consulting services, office
rental, royalties and certain administrative activities. Total net costs of
these transactions are $415, $248 and $489 for 1999, 1998 and 1997,
respectively.
12 SEGMENTS OF BUSINESS
The Company conducts its worldwide recreation operations through separate global
business units, each of which represent major product lines. Operations are
conducted in the United States and various foreign countries, primarily in
Europe, Canada and the Pacific Basin.
Net sales and operating profit include both sales to customers, as reported in
the Company's consolidated statements of operations, and interunit transfers,
which are priced to recover cost plus an appropriate profit margin. Identifiable
assets represent assets that are used in the Company's operations in each
business unit at the end of the years presented.
F-17
<PAGE>
A summary of the Company's operations by business unit is presented below:
- --------------------------------------------------------------------------------
1999 1998 1997
- --------------------------------------------------------------------------------
Net sales:
Outdoor equipment:
Unaffiliated customers $ 92,367 $ 77,566 $ 74,162
Interunit transfers 14 28 12
Diving:
Unaffiliated customers 80,200 90,116 77,393
Interunit transfers 9 10 421
Watercraft:
Unaffiliated customers 66,461 47,517 22,885
Interunit transfers 260 266 364
Motors:
Unaffiliated customers 64,260 53,249 53,700
Interunit transfers 1,783 1,678 1,412
Fishing:
Unaffiliated customers 59,184 58,508 63,799
Interunit transfers 451 745 1,021
Other 1,805 1,569 11,182
Eliminations (2,517) (2,727) (3,230)
- --------------------------------------------------------------------------------
$364,277 $328,525 $303,121
- --------------------------------------------------------------------------------
Operating profit (loss):
Outdoor equipment $ 3,546 $ 1,987 $ 2,824
Diving 4,877 10,193 9,644
Watercraft 12,598 8,658 4,152
Motors 3,497 1,156 1,537
Fishing 2,111 367 (1,870)
Other (5,006) (3,638) (4,276)
- --------------------------------------------------------------------------------
$ 21,623 $ 18,723 $ 12,011
- --------------------------------------------------------------------------------
Identifiable assets:
Outdoor equipment $ 47,760 $ 49,090
Diving 89,693 104,344
Watercraft 54,458 29,340
Motors 25,483 22,905
Fishing 59,651 62,099
Other 25,517 28,239
- -------------------------------------------------------------------
$302,562 $296,017
- -------------------------------------------------------------------
F-18
<PAGE>
Sales and operating profit of the Plastimo business, which was sold in January
1997, totaling $7,910 and $1,184, respectively, and operating expenses of the
Company's corporate headquarters, are included above in the caption "Other."
A summary of the Company's operations by geographic area is presented below:
- --------------------------------------------------------------------------------
1999 1998 1997
- --------------------------------------------------------------------------------
Net sales:
United States:
Unaffiliated customers $229,301 $194,296 $175,675
Interarea transfers 6,772 9,175 9,345
Europe:
Unaffiliated customers 109,866 110,863 101,751
Interarea transfers 6,628 6,830 3,922
Other:
Unaffiliated customers 25,110 23,366 25,695
Interarea transfers 5,491 1,738 6
Eliminations (18,891) (17,743) (13,273)
- --------------------------------------------------------------------------------
$364,277 $328,525 $303,121
- --------------------------------------------------------------------------------
Identifiable assets:
United States $171,022 $151,864
Europe 109,478 128,711
Other 22,062 15,442
- -------------------------------------------------------------------
$302,562 $296,017
- -------------------------------------------------------------------
The Company's fishing, motors and watercraft businesses recognized sales to
Wal-Mart Stores, Inc. and its affiliated entities totaling $42,600, $37,200 and
$33,800 in 1999, 1998 and 1997, respectively. Loss of this customer would have
an adverse impact on the operating results of the Company.
13 VALUATION AND QUALIFYING ACCOUNTS
The following summarizes changes to valuation and qualifying accounts:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Additions Reserves of
Balance at Charged to Businesses Balance
Beginning Costs and Acquired Less at End
of Year Expenses or Sold Deductions of Year
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Year ended October 1, 1999:
Allowance for doubtful accounts $ 2,570 $ 2,322 $ 14 $ 1,243 $ 3,663
Reserves for inventory valuation 5,859 828 -- 1,544 5,143
Year ended October 2, 1998
Allowance for doubtful accounts 2,693 918 35 1,076 2,570
Reserves for inventory valuation 10,220 343 120 4,824 5,859
Year ended October 3, 1997:
Allowance for doubtful accounts 2,235 1,604 217 1,363 2,693
Reserves for inventory valuation 13,665 445 1,100 4,990 10,220
- --------------------------------------------------------------------------------------------------------------------
Deductions include the net impact of foreign currency fluctuations on the respective accounts.
</TABLE>
F-19
<PAGE>
14 EARNINGS PER SHARE
Basic earnings per share excludes any dilutive effects of instruments such as
options, warrants and convertible securities. Diluted earnings per share
includes the impact of such instruments.
The following sets forth the computation of basic and diluted earnings per
common share:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
1999 1998 1997
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net income for basic and diluted earnings per share $7,022 $5,212 $2,056
- --------------------------------------------------------------------------------------------------------------------
Weighted average shares outstanding 8,108,781 8,100,415 8,111,322
Less nonvested restricted stock 12,206 5,509 9,222
- --------------------------------------------------------------------------------------------------------------------
Basic average common shares 8,096,575 8,094,906 8,102,100
Dilutive stock options and restricted stock 11,653 18,924 13,218
- --------------------------------------------------------------------------------------------------------------------
Diluted average common shares 8,108,228 8,113,830 8,115,318
- --------------------------------------------------------------------------------------------------------------------
Basic earnings per common share $0.87 $0.64 $0.25
- --------------------------------------------------------------------------------------------------------------------
Diluted earnings per common share $0.87 $0.64 $0.25
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
Substantially all of the Company's outstanding stock options are excluded from
the calculation of diluted earnings per common share because the exercise prices
of such options exceed the average market price of the Company's common stock.
15 LITIGATION
The Company is subject to various legal actions and proceedings in the normal
course of business, including those related to environmental matters. The
Company is insured against loss for certain of these matters. Although
litigation is subject to many uncertainties and the ultimate exposure with
respect to these matters cannot be ascertained, management does not believe the
final outcome will have a material adverse effect on the financial condition,
results of operations, liquidity or cash flows of the Company.
16 QUARTERLY FINANCIAL SUMMARY (unaudited)
The following summarizes quarterly operating results:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
First Quarter Second Quarter Third Quarter Fourth Quarter
- -------------------------------------------------------------------------------------------------------------------
1999 1998 1999 1998 1999 1998 1999 1998
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $60,000 $51,841 $104,210 $97,938 $119,841 $106,757 $80,226 $71,989
Gross profit 21,734 19,194 42,196 39,728 49,105 42,536 29,044 24,506
Operating profit (loss) (3,043) (2,672) 10,382 10,623 14,990 11,282 (706) (510)
Net income (loss) (3,019) (2,784) 4,377 4,739 7,084 4,904 (1,420) (1,647)
- -------------------------------------------------------------------------------------------------------------------
Basic earnings (loss) per
common share $ (0.37) $ (0.34) $ 0.54 $ 0.59 $ 0.88 $ 0.61 $ (0.18) $ (0.20)
- -------------------------------------------------------------------------------------------------------------------
Diluted earnings (loss)
per common share $ (0.37) $ (0.34) $ 0.54 $ 0.58 $ 0.87 $ 0.61 $ (0.18) $ (0.20)
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
F-20
EXHIBIT 21
JOHNSON WORLDWIDE ASSOCIATES, INC. AND SUBSIDIARIES
The following lists the principal direct and indirect subsidiaries of Johnson
Worldwide Associates, Inc. as of October 1, 1999. Inactive subsidiaries are not
presented.
Jurisdiction in
Name of Subsidiary (1)(2) which Incorporated
- ------------------ ------------------
Johnson Worldwide Associates Australia Pty. Ltd. Australia
Johnson Worldwide Associates Canada Inc. Canada
Plastiques L.P.A. Limitee Canada
Mitchell Sports, S.A. France
Old Town Canoe Company Delaware
Leisure Life Limited Michigan
Extrasport, Inc. Florida
Scubapro Sweden AB Sweden
Under Sea Industries, Inc. Delaware
JWA Holding B.V. Netherlands
Johnson Beteiligungsgesellschaft GmbH Germany
Jack Wolfskin Ausrustung fur Draussen GmbH Germany
Johnson Outdoors V GmbH Germany
Scubapro Taucherauser GmbH Germany
Uwatec AG Switzerland
Uwatec Instruments Deutschland Germany
Uwatec USA, Inc. Maine
Uwatec Espana, S.A. Spain
Uwatec U.K., Ltd. United Kingdom
Uwatec Asia, Ltd. (3) Hong Kong
Uwatec Batam Indonesia
Uwaplast AG Switzerland
Scubapro Asia, Ltd. Japan
Scubapro Espana, S.A.(4) Spain
Scubapro Eu AG Switzerland
Scubapro Europe Benelux, S.A. Belgium
JWA France France
Scuba/Uwatec S.A. France
Scubapro Europe S.r.l. Italy
Scubapro Italy S.r.l. Italy
Scubapro Norge AS Norway
Scubapro Taucherausrustungen Gesellschaft GmbH Austria
Scubapro (UK) Ltd.(5) United Kingdom
- -------------------
(1) Unless otherwise indicated in brackets, each company does business only
under its legal name.
(2) Unless otherwise indicated by footnote, each company is a wholly-owned
subsidiary of Johnson Worldwide Associates, Inc. (through direct or
indirect ownership).
(3) Percentage of stock owned is 60%.
(4) Percentage of stock owned is 98%.
(5) Percentage of stock owned is 99%.
EXHIBIT 23
CONSENT OF KPMG LLP
Board of Directors
Johnson Worldwide Associates, Inc.:
We consent to incorporation by reference in the Registration Statements (Nos.
33-19804, 33-19805, 33-35309, 33-50680, 33-52073, 33-54899, 33-59325, 33-61285,
333-88089 and 333-88091) on Form S-8 of Johnson Worldwide Associates, Inc. of
our report dated November 9, 1999, relating to the consolidated balance sheets
of Johnson Worldwide Associates, Inc. and subsidiaries as of October 1, 1999 and
October 2, 1998, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the years in the three-year
period ended October 1, 1999, which report appears in the 1999 Annual Report on
Form 10-K of Johnson Worldwide Associates, Inc.
KPMG LLP
Milwaukee, Wisconsin
December 29, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE CONSOLIDATED
FINANCIAL STATEMENTS OF JOHNSON WORLDWIDE ASSOCIATES, INC. AS OF AND FOR THE
YEAR ENDED OCTOBER 1, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-01-1999
<PERIOD-START> OCT-03-1998
<PERIOD-END> OCT-01-1999
<CASH> 9,604
<SECURITIES> 990
<RECEIVABLES> 63,449
<ALLOWANCES> (3,663)
<INVENTORY> 70,775
<CURRENT-ASSETS> 152,862
<PP&E> 108,317
<DEPRECIATION> (69,501)
<TOTAL-ASSETS> 302,562
<CURRENT-LIABILITIES> 97,539
<BONDS> 73,141
0
0
<COMMON> 406
<OTHER-SE> 126,772
<TOTAL-LIABILITY-AND-EQUITY> 302,562
<SALES> 363,461
<TOTAL-REVENUES> 364,277
<CGS> 222,198
<TOTAL-COSTS> 222,198
<OTHER-EXPENSES> 118,087
<LOSS-PROVISION> 2,322
<INTEREST-EXPENSE> 9,719
<INCOME-PRETAX> 11,951
<INCOME-TAX> 4,929
<INCOME-CONTINUING> 7,022
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,022
<EPS-BASIC> 0.87
<EPS-DILUTED> 0.87
</TABLE>
