<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________________
FORM 8-K/A No.1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 30, 1996
CHICAGO MINIATURE LAMP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
OKLAHOMA 0-25848 73-1412000
(STATE OF INCORPORATION) (COMMISSION (IRS EMPLOYER
FILE NUMBER) IDENTIFICATION NO.)
500 Chapman Street, Canton, Massachusetts 02021
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (617) 828-2948
NONE
------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
Item 2. Acquisition or Disposition of Assets
------------------------------------
NO AMENDMENTS ARE BEING MADE TO THE FOLLOWING TEXT OF ITEM 2 WHICH WAS
CONTAINED IN FORM 8-K FILED WITH THE SEC ON JUNE 14, 1996.
On May 30, 1996, Chicago Miniature Lamp, Inc. (the "Registrant") and its
recently formed subsidiary, Alba Speziallampen Holding GmbH, a German limited
liability company ("Alba Holding") acquired capital stock and partnership
interests in several companies and partnerships, more particularly described
below and referred to herein collectively as the "Alba-Albrecht Group." The
capital stock and partnership interests were acquired in a series of related
transactions (the "Acquisitions"). The Sellers were Werner A. Arnold, Petra
Albrecht-Arnold and Willy Paul Albrecht (the "Individual Sellers") and certain
members of the Alba-Albrecht Group which were owned directly or indirectly by
one or more of the Individual Shareholders (the "Alba Group Sellers"). The
Individual Sellers and the Alba Group Sellers are collectively referred to as
the "Sellers".
The Sellers are all individuals, companies or partnerships located in
Germany, and none of them had any relationship with the Registrant or any of its
affiliates, officers or directors prior to the closing of the Acquisitions.
Effective with the closing Mr. Werner A. Arnold, one of the Sellers, was
retained as President and Managing Director of Alba Holding, pursuant to an
Employment Agreement, and, on June 7, 1996, was elected as a director of the
Registrant.
The name, jurisdiction of formation, type of entity, and percent of direct
and indirect ownership by the Registrant for each member of the Alba-Albrecht
Group acquired in the Acquisitions are as follows:
<TABLE>
<CAPTION>
% Ownership
Name Jurisdiction Type of Entity By Registrant
---- ------------ -------------- -------------
<S> <C> <C> <C>
Alba Speziallampen GmbH Germany Limited Liability 100%
Company
W. Albrecht GmbH u. Co KG Germany Partnership 100%
W. Albrecht Grundstucksgesellschaft Germany Partnership 100%
GmbH u. Co GbR
Arnold GmbH Germany Limited Liability 100%
Company
BSC Arnold GmbH & Co Germany Partnership 100%
Softwareentwicklung und-beratung
Alba Light Design GmbH Germany Limited Liability 100%
Company
A&S Electric, spol.s.r.o Czech Republic Limited Liability 60%
(GmbH) (CZ) Company
Alba Technology (M) Sdn. Bhd. Malaysia Corporation 70%
Alba Lamps, Inc. Illinois Corporation 100%
</TABLE>
The Acquisitions were consummated pursuant to the terms of four separate
but related agreements between one or more of the Sellers and the Registrant and
Alba Holding. The aggregate consideration for the acquisitions was 100,000
shares of common stock of the
- 2 -
<PAGE>
Company and DM 13,150,000 cash. The sources of funds for the cash portion of
the purchase price for the Acquisitions were loans made to Registrant by BANK IV
Oklahoma, N.A., under the Third Amended and Restated Credit Agreement with said
Bank.
The Registrant and Alba Holding intend to continue the operations of the
various members of the Alba-Albrecht Group in the businesses of designing,
manufacturing, marketing, trading and exporting miniature lamps, value-added
miniature lighting assemblies and other miniature lighting products.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
------------------------------------------------------------------
(a) Financial Statements of Businesses Acquired.
-------------------------------------------
(i) Report of Independent Auditors.
(ii) Combined Audited Balance Sheets for Alba-Albrecht Group as at
December 31, 1995 and December 31, 1994 and unaudited as at
April 30, 1996.
(iii) Combined Audited Income Statements for Alba-Albrecht Group for
the years ended December 31, 1995 and December 31, 1994 and
unaudited for the four months ended April 30, 1996.
(iv) Notes to Combined Financial Statements.
(b) Pro Forma Financial Information.
-------------------------------
(i) Introduction to Unaudited Pro Forma Consolidated Financial Data.
(ii) Unaudited Pro Forma Consolidated Statement of Operations for the
six months ended June 2, 1996.
(iii) Unaudited Pro Forma Consolidated Statement of Operations for the
year ended December 3, 1995.
(c) Exhibits.
--------
10.27 Notarial Deed with Agreement on the Sale and Transfer of Shares and
Interests in the ALBA/Albrecht Group, dated May 15, 1996*
10.28 Contract for Purchase and Sale of Stock of Alba Lamps, Inc. dated May 15,
1996 (Alba-U.S.)*
10.29 Contract for Exchange of Stock for Alba Lamps, Inc. dated May 15, 1996
(Alba-U.S.)*
10.30 Contract for Purchase and Sale of Stock of Alba Technology (M) Sdn. Bhd.,
dated May 15, 1996 (Alba-Malaysia)*
10.31 Employment Agreement with Werner Arnold dated May 30, 1996*
* Incorporated by reference to the Exhibits included in the Registrant's
Form 8-K filed with the Commission on June 14, 1996.
- 3 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHICAGO MINIATURE LAMP, INC.
By /s/ Ronald S. Goldstein
----------------------------
Ronald S. Goldstein
Chief Financial Officer
Date: August 13, 1996
<PAGE>
REPORT OF INDEPENDENT AUDITORS
We have audited the accompanying combined balance sheets of W. Albrecht GmbH
& Co. KG, BSC Arnold GmbH & Co. KG, W. Albrecht Grundstucksgesellschaft GmbH &
Co. GbR, ALBA Speziallampen GmbH, Arnold GmbH, ALBA Light Design GmbH, Alba
Lamps Inc., ALBA Technology (M) Sdn, Bnd, and A&S Electric s.r.o.,
(collectively "the ALBA Group") as of December 31, 1995 and 1994, and the
related combined income statements for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in Germany and in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of the ALBA
Group at December 31, 1995 and 1994 and the combined results of their
operations for the years then ended, in conformity with accounting principles
generally accepted in Germany.
Accounting principles generally accepted in Germany vary in certain respects
from generally accepted accounting principles in the United States of America.
Application of generally accepted accounting principles in the United States
of America would have affected results of operations for each of the two years
in the period ended December 31, 1995, and shareholders' equity as of December
31, 1995 and 1994, as summarized in the notes to the combined financial
statements.
Stuttgart, Germany
June 11, 1996
Schitag Ernst & Young
Deutsche Allgemeine Treuhand AG
Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft
<PAGE>
COMBINED FINANCIAL STATEMENTS ALBA GROUP
BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
APRIL 30, ----------------------
1996 1995 1994
----------- ---------- ----------
DM DM DM
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
A. Fixed Assets
I.Intangible Assets...................... 20,537 16,199 7,780
II.Tangible Assets
Land, land rights and buildings........ 2,000,457 2,092,691 2,175,824
Technical equipment and machines....... 2,226,423 2,154,412 2,271,609
Other equipment, factory and office
equipment............................. 3,988,810 4,038,310 4,121,644
Payments on account and assets under
construction.......................... 1,723,993 1,193,550 934,093
B. Current Assets
I.Inventories
Raw materials and supplies............. 1,950,466 2,188,674 2,112,208
Work in process and finished goods..... 3,034,753 3,051,338 2,250,209
II.Receivables and Other assets
Trade receivables...................... 3,920,648 4,034,947 3,236,753
Other assets........................... 88,601 120,441 38,590
III.Securities........................... 60,000 169,006 303,609
IV.Cash and Banks........................ 478,706 711,211 675,365
C. Prepaid Expenses........................ 237,306 206,775 7,926
---------- ---------- ----------
19,730,700 19,977,554 18,135,610
========== ========== ==========
EQUITY AND LIABILITIES
A. Equity
I.Share capital.......................... 3,607,744 3,608,194 3,608,138
II.Retained earnings..................... 210,865 218,844 276,723
III.Minority interest.................... 66,591 42,957 35,135
IV.Partner accounts...................... (2,065,712) (1,507,726) (460,189)
B. Silent partnership contributions
I.Capital................................ 1,356,000 1,356,000 1,356,000
II.Variable partner accounts............. (963,776) (770,350) (510,153)
C. Accruals
Pension accruals....................... 4,853,909 4,777,509 4,552,397
Tax accruals........................... 78,662 23,228 16,779
Other accruals......................... 1,757,498 1,199,592 600,123
D. Liabilities
Liabilities to banks................... 7,387,450 7,926,250 5,097,241
Trade payables......................... 1,984,015 1,686,990 356,370
Other liabilities...................... 1,457,454 1,416,066 3,207,046
---------- ---------- ----------
19,730,700 19,977,554 18,135,610
========== ========== ==========
</TABLE>
<PAGE>
ALBA GROUP
COMBINED INCOME STATEMENTS
<TABLE>
<CAPTION>
FOUR MONTHS YEARS ENDED DECEMBER 31,
ENDED APRIL 30, --------------------------
1996 1995 1994
--------------- ------------ ------------
DM DM DM
(UNAUDITED)
<S> <C> <C> <C>
1 Net Sales....................... 13,000,610 37,897,216 33,916,843
2 Increase/decrease in
inventories...................... (366,492) 801,129 (1,615,297)
3 Other operating income.......... 59,793 159,099 340,622
4 Cost of materials
a) cost of raw materials, etc. .. (4,061,644) (12,198,357) (7,357,260)
b) cost of purchased services.... (286,531) (275,632) (202,484)
5 Personnel expenses
a) wages and salaries............ (5,222,754) (15,882,689) (15,611,985)
b) social security; pension
costs.......................... (1,349,371) (4,061,857) (3,764,762)
6 Depreciation.................... (561,589) (1,655,430) (2,061,135)
7 Other operating expenses........ (1,710,756) (4,994,479) (4,893,036)
8 Gain or loss on securities...... -- (63,334) 24,121
9 Other interest and similar
income........................... 6,330 48,993 21,035
10 Other interest and similar
expenses......................... (177,993) (533,889) (512,951)
------------ ------------ ------------
11 Results from ordinary
activities....................... (670,397) (759,230) (1,716,289)
12 Extraordinary income............ -- 0 1,313,274
------------ ------------ ------------
(670,397) (759,230) (403,015)
13 Taxes........................... (103,177) (165,430) (158,181)
------------ ------------ ------------
14 Net Loss........................ (773,574) (924,660) (561,196)
============ ============ ============
</TABLE>
<PAGE>
ALBA GROUP
NOTES TO THE COMBINED FINANCIAL STATEMENTS
SIGNIFICANT DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPALS IN
GERMANY AND THE UNITED STATES OF AMERICA
The accompanying combined financial statements have been prepared in
conformity with accounting principals generally accepted in Germany ("German
GAAP.") Those principals differ in certain respects from accounting principals
generally accepted in the United States of America ("US GAAP.") Application of
US GAAP would have affected the reported results from operations for the four
month period ended April 30, 1996 (unaudited) and for each of the two years in
the period ended December 31, 1995 and the reported shareholders' equity as of
April 30, 1996 (unaudited), December 31, 1995 and December 31, 1994. The
significant differences between the accounting principles applied and those
which would be applied under US GAAP are summarized below.
Statements of Shareholders' Equity and Cash Flows
Statements of shareholders' equity and cash flows are required to be
presented under US GAAP. The shareholders' equity and cash flow statements are
not required by German GAAP.
Fixed Assets
Special accelerated depreciation for tax purposes has been recorded in the
accounts and deducted from the book value of fixed assets. Under US GAAP this
depreciation would not be recorded in the combined financial statements.
The Group designs and constructs certain machines for use in the production
of its products. Interest has not been capitalized as a component of the cost
of manufacture of this machinery, as would be required under US GAAP.
A further difference results from the regulations regarding the accounting
for leased equipment. The equipment and related obligation, for which the
monthly payments are being expensed in accordance with German GAAP would be
capitalized under US GAAP.
Inventories
Certain manufacturing overhead and indirect costs are not being capitalized
but charged to expense in the current period. For US GAAP purposes, the
production related manufacturing overhead costs would be included in the
inventory valuation.
Minority Interest
Minority interest would not be reported within the equity section of the
balance sheet under US GAAP.
Silent Partner Contributions
Silent partner contributions represent certain partners net share of ALBA
Group's accumulated income or losses and capital contributions. Under US GAAP,
such amounts would be classified in the equity section of the balance sheet.
Pension Accrual
Under US GAAP, pension accruals are calculated and disclosed in accordance
with Statement of Financial Accounting Standards No. 87, Employers Accounting
for Pensions ("SFAS 87"). German GAAP requires
<PAGE>
ALBA GROUP
NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED)
accruals for pension commitments entered into on or after January 1, 1987
using methods and assumptions prescribed by German tax regulations, which may
differ from SFAS 87.
Deferred taxes
Since German GAAP generally follows tax law, few situations dictate the
recording of deferred taxes. As a result of the significant differences noted
above, deferred taxes would be required to be recorded under US GAAP.
GENERAL REMARKS
The combined financial statements of the ALBA Group ("the Group") were
prepared voluntarily for the first time for fiscal year 1994, as if the
entities were required to be combined. The classification used in the income
statements reflect the total cost method, in accordance with (S)275 Par. 2
HGB.
The operational currency is the German Mark. The functional currency of
foreign entities included in the combined financial statements is the local
currency of the entity. All assets and liabilities are translated using the
current exchange rates as of April 30, 1996 (unaudited), December 31, 1995 or
December 31, 1994. The equity is translated using the historical exchange
rate. Revenues and expenses are translated using the 1996 (unaudited) 1995 or
1994 weighted-average rate.
The balance sheet and income statement as of and for the four months ended
April 30, 1996 are unaudited, but in the opinion of management include all
adjustments, consisting of normal recurring adjustments necessary for a fair
presentation.
Combined Group
The ALBA Group ("the Group") consists of a partnership, two limited
partnerships, (the general partners of which are limited liability
corporations), and four additional limited liability corporations.
The combined financial statements of the Group consist of the consolidated
financial statements of W. Albrecht GmbH & Co. KG and Subsidiaries and the
individual financial statements of the other Group companies.
The companies included in the combined financial statements are as follows:
GROUP COMPANIES
<TABLE>
<CAPTION>
OWNERSHIP
%
---------
<S> <C>
PARTNERSHIP
W. Albrecht Grundstucksgesellschaft GmbH & Co. GbR, Bamberg,
Germany........................................................... 100
LIMITED PARTNERSHIPS
W. Albrecht GmbH & Co. KG, Bamberg, Germany........................ 100
BSC Arnold GmbH & Co. KG, Bamberg, Germany......................... 100
LIMITED LIABILITY CORPORATIONS
ALBA Speziallampen, GmbH, Bamberg, Germany......................... 100
Arnold GmbH, Bamberg, Germany...................................... 100
ALBA Light Design GmbH, Bamberg, Germany........................... 100
Alba Lamps Inc., Chicago, Illinois, USA............................ 100(A)
ALBA Technology (M) Sdn, Bnd Malaysia.............................. 70
A&S Electric s.r.o., Hranice u Ase, Czech Republic................. 60
</TABLE>
<PAGE>
ALBA GROUP
NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED)
- --------
(A) Includes a 50% ownership previously held by a third party which was
purchased by the Group in April, 1996, 100% of Alba Lamps Inc. financial
position and results of operations as of and for the four month period
ended April 30, 1996 (unaudited) and as of and for the years ended
December 31, 1995 and 1994 are included in the accompanying combined
financial statements.
CONSOLIDATION AND COMBINATION POLICIES
Consolidation of W. Albrecht GmbH & Co. KG and its subsidiaries, A&S
Electric s.r.o. and ALBA Light Design GmbH, is performed using the book value
method. The other affiliated companies have been combined with the above
consolidation to form the ALBA Group.
Intercompany revenues, expenses and related profits and losses between Group
companies have been eliminated. Intercompany profits included in inventory of
KDM 12 and KDM 40 at December 31, 1995 and 1994, respectively, have been
eliminated.
Goodwill of KDM 6 arising out of the capital consolidation has been charged
to retained earnings as required by (S) 309 HGB.
ACCOUNTING AND VALUATION POLICIES
Accounting and valuation methods are applied consistently to all the
individual Group companies.
Intangible assets are capitalized at acquisition cost and amortized over
their respective useful lives.
Tangible assets are presented at acquisition cost, net of accumulated
depreciation. Assets are depreciated over their estimated useful lives using
the straight-line method. The useful lives used in determining depreciation
rates are: buildings 20 years; machinery and equipment 4 to 10 years;
automobiles 5 years; other factory and office equipment 6 years. Insignificant
assets are fully depreciated in the year of acquisition.
Inventories are recorded and maintained using a perpetual inventory system
which is updated continuously as items are purchased and sold. Inventories are
valued at the lower of cost or market.
Trade receivables and other assets
Trade receivables and other assets are presented at their nominal value, net
of specific and general (1%) reserves for uncollectible amounts.
Accruals
Accruals have been provided for all known risks and obligations and are
based on the estimated amount of expected claims.
Liabilities
Liabilities have been presented at the repayment amount.
COMMENTARY TO THE COMBINED BALANCE SHEETS
Inventories
Inventories are valued at the lower of cost or market. The FIFO inventory
cost method is applied to value inventories. An obsolescence reserve of KDM
110 and KDM 21 has been provided as of December 31, 1995 and December 31,
1994, respectively.
<PAGE>
ALBA GROUP, BAMBERG
NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED)
The cost of goods manufactured includes material costs, direct labor and a
portion of the manufacturing overhead, such as depreciation on machines and
equipment, electricity, heat, water and production waste.
Trade receivables and other assets
Receivables and other assets are due within one year. The provision for bad
debts amounts to KDM 287 at December 31, 1995 and KDM 75 at December 31, 1994.
Minority Interest
Minority interest consists of the 40% interest in A&S Electric s.r.o and 30%
in ALBA Technology (M) Sdn, Bnd not held by the Group.
Pension accruals
Pension accruals were calculated by a German actuary Herbert E.G. Hofer,
Mulheim an der Ruhr. The pension accruals are consistent with tax regulations.
A discount rate of 6% was used by the actuary to determine the accrual ((S) 6
EStG--Income tax law).
Other Accruals
Other accruals include amounts for all known risks and obligations of the
Group. Included are accruals for anniversary bonuses, unpaid vacations,
overtime, maternity leave, and warranties.
Liabilities
Liabilities as of December 31, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
MATURITY
------------------------------------
WITHIN BETWEEN OVER
BALANCE 1 YEAR 1 AND 5 YEARS 5 YEARS
KDM KDM KDM KDM
------- ------ ------------- -------
<S> <C> <C> <C> <C> <C>
Liabilities to banks................ 1994 5,097 3,164 268 1,665
1995 7,926 3,325 2,695 1,906
Trade payables...................... 1994 356 356
1995 1,687 1,687
Other liabilities................... 1994 3,207 3,207
1995 1,416 1,416
</TABLE>
The liabilities due to banks are partially secured by the Group's land and
buildings to the amount of KDM 5,000.
Contingent Liabilities and other Commitments
Contingent liabilities in accordance with (S) 251 HGB arise from guarantees
of bank liabilities in the amount of KDM 90 and KDM 33 at December 31, 1995
and 1994, respectively.
Commitments under leasing and rental agreements amount to KDM 1,377 and KDM
382 as of December 31, 1995 and December 31, 1994.
<PAGE>
NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED)
COMMENTARY TO THE COMBINED INCOME STATEMENTS
Revenues of the Group result primarily from the sale of lamps and lamp
systems.
Combined net sales are summarized as follows:
<TABLE>
<CAPTION>
1995 1994
KDM KDM
------ ------
<S> <C> <C>
BY PRODUCT:
Butt sealed....................................................... 16,862 17,018
Bead sealed....................................................... 6,712 6,895
Subminiature lamps................................................ 6,152 5,991
Merchandise....................................................... 5,499 1,772
Other............................................................. 2,672 2,241
------ ------
Total............................................................. 37,897 33,917
====== ======
BY REGION:
Domestic.......................................................... 20,157 17,878
Other European Community.......................................... 5,320 6,240
Other Europe...................................................... 1,092 1,388
North America..................................................... 9,873 6,875
Other............................................................. 1,455 1,536
------ ------
Sales............................................................. 37,897 33,917
====== ======
</TABLE>
The significant components of other operational expenses include energy
costs and accounting, legal and consulting fees.
During 1994, the employees agreed to accept the suspension of future pension
benefit increases. The reduction of the accrual, in the amount of KDM 1,307,
is reflected in extraordinary income.
OTHER DISCLOSURES
The Group had, on average, 341 employees during 1995 and 361 in 1994.
Total special tax depreciation taken in 1994 amounted to KDM 387. None was
taken in 1995.
CHIEF EXECUTIVE OFFICER
Mr. Werner Arnold is the Chief Executive Officer of all the German entities.
Bamberg, June 1996
<PAGE>
CHICAGO MINIATURE LAMP, INC.
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The unaudited Pro Forma Consolidated Statement of Operations for the six
months ended June 2, 1996 gives effect to the following as if each had occurred
on December 4, 1995: (i) the Alba Acquisition, and (ii) Phoenix Lighting
acquisition effective December 10, 1995, (the Fiscal 1996 Acquisitions). The
unaudited Pro Forma Consolidated Statement of Operations for the year ended
December 3, 1995 gives effect to the following as if each had occurred on
November 28, 1994: (i) the Alba Acquisition, (ii) Plastomer Inc., Fredon
Development Industries, Inc., STT Badalex Limited and Electro Fiber Optics, Inc.
acquisitions, (the Fiscal 1995 Acquisitions) and (iii) the Fiscal 1996
Acquisitions.
The unaudited Pro Forma Consolidated Financial Statements are based on (i)
Chicago Miniature Lamp, Inc.'s audited Consolidated Statement of Operations for
the year ended December 3, 1995, unaudited Consolidated Statement of Operations
for the six months ended June 2, 1996 (ii) unaudited Statements of Operations
for the Fiscal 1995 and Fiscal 1996 acquisitions, and (iii) Alba's audited
Combined Income Statement for the year ended December 31, 1995 and unaudited
Combined Income Statement for the four months ended April 30, 1996.
The Alba Acquisition was accounted for under the purchase method of
accounting. The total purchase price for the acquisition was allocated to
tangible and identifiable intangible assets and liabilities based on
management's estimate of their fair values with the excess of cost over net
assets acquired allocated to goodwill.
The unaudited Pro Forma Consolidated Financial Statements do not purport to
be indicative of the combined results of operations that actually would have
occurred if the transactions described above had been effected at the dates
indicated or to project future results of operations for any period. The
unaudited Pro Forma Consolidated Financial Statements should be read in
conjunction with Chicago Miniature Lamp, Inc.'s Consolidated Financial
Statements included in the annual report on Form 10-K for the year ended
December 3, 1995 and Alba's Combined Financial Statements and respective related
notes thereto included elsewhere in this filing.
<PAGE>
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 2, 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
COMPANY
HISTORICAL
SIX MONTHS PRO FORMA
ENDED ALBA SIX MONTHS
6/2/96 ACQUISITION (1) ADJUSTMENTS ENDED 6/2/96
---------- --------------- ----------- ------------
<S> <C> <C> <C> <C>
Net sales................. $41,527 $10,668 $ -- $52,195
Cost of products sold..... 27,243 8,146 51 (2) 35,440
------- ------- ------ -------
Gross margin............ 14,284 2,522 (51) 16,755
Selling, general and
administrative........... 6,109 2,938 (474)(3) 8,573
------- ------- ------ -------
Operating income........ 8,175 (416) 423 8,182
Interest expense.......... 322 141 463
Other income.............. (15) (49) -- (64)
------- ------- ------ -------
Income before provision
for income tax......... 7,868 (508) 423 7,783
Provision for income
taxes.................... 2,494 46 (49)(4) 2,491
------- ------- ------ -------
Net income.............. $ 5,374 (554) $ 472 $ 5,292
======= ======= ====== =======
Earnings per common
share.................... $ 0.51 $ 0.51
======= =======
Weighted average shares
outstanding.............. 10,472 10,472
======= =======
</TABLE>
- --------
(1) Information obtained from Alba's unaudited Combined Statement of Income
for the four months ended April 30, 1996, translated into U.S. dollars at
the rate of U.S. $1.00=DM 1.523.
(2) Depreciation has been adjusted to reflect revised estimated useful lives
and revaluation of fixed assets to fair market value as if the Alba
acquisition had occurred on December 4, 1995.
(3) Gives effect for adjustments to Alba selling expense and office expense
resulting from operating changes implemented subsequent to the
acquisition.
(4) Income tax expense has been adjusted to reflect a pro forma consolidated
effective tax rate of approximately 32%.
<PAGE>
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
TWELVE MONTHS ENDED DECEMBER 3, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
COMPANY PRO FORMA FOR FISCAL 1995
HISTORICAL ADJUSTMENTS AND
YEAR ENDED ALBA FOR ALBA FISCAL 1995 FISCAL 1996 FISCAL 1996
12/3/95 ACQUISITION(1) ACQUISITION ACQUISITIONS(5) ACQUISITIONS(5) ACQUISITIONS PRO FORMA
---------- -------------- ----------- --------------- --------------- --------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales......... $57,402 $24,769 $ -- $16,788 $ 6,134 $ -- $105,093
Cost of products
sold.............. 36,726 17,225 158 (2) 13,523 6,575 (2,071)(6) 72,136
------- ------- ------ ------- ------- ------ --------
Gross margin.... 20,676 7,544 (158) 3,265 (441) 2,071 32,957
Selling, general
and admin. ....... 8,462 7,773 (1,138)(3) 7,389 743 (2,090)(7) 21,139
------- ------- ------ ------- ------- ------ --------
Operating
income.......... 12,214 (229) 980 (4,124) (1,184) 4,161 11,818
Interest expense.. 803 304 -- 550 -- -- 1,657
Other income...... (47) (62) -- (7) -- -- (116)
------- ------- ------ ------- ------- ------ --------
Inc. before
prov. for I/T... 11,458 (471) 980 (4,667) (1,184) 4,161 10,277
Provision for
income taxes...... 2,993 115 48 (4) 65 -- (606)(8) 2,615
------- ------- ------ ------- ------- ------ --------
Net income...... $ 8,465 $ (586) $ 932 $(4,732) $(1,184) $4,767 $ 7,662
======= ======= ====== ======= ======= ====== ========
Earnings per
common share...... $ 0.91 $ .82
======= ========
Weighted average
shares
outstanding....... 9,280 9,380(9)
======= ========
</TABLE>
- ----
(1) Information obtained from Alba's audited Consolidated Combined Statement
of Income for the year ended December 31, 1995, translated into U.S.
dollars at the rate of U.S. $1.00 = DM 1.53.
(2) Depreciation has been adjusted to reflect revised estimated useful lives
and revaluation of fixed assets to fair market value as if the Alba
acquisition had occurred on November 28, 1994.
(3) Gives effect to the Alba acquisition and adjustments to selling expense,
bad debt expense and office expenses resulting from operating changes
implemented subsequent to the acquisition.
(4) Income tax expense has been adjusted to reflect the expected additional
income tax expense resulting from the Pro Forma adjustments. The
adjustment gives effect to an effective tax rate of approximately 32%.
(5) Relates to the revenues and expenses of each of the Fiscal 1995 and
Fiscal 1996 Acquisitions made by the Company, as if they had occurred on
November 28, 1994. Revenues and expenses of each of the Fiscal 1995
Acquisitions are included in the Company's consolidated financial
statements from the respective dates of acquisition.
(6) Gives effect to the acquisitions for decreases in material and labor
costs totalling $1,557,000 resulting from operating changes implemented
subsequent to the acquisition. Additionally, depreciation has been
decreased by $514,000 to reflect revised estimated useful lives and
revaluation of fixed assets to fair market value as if the acquisitions
had occurred on November 28, 1994.
(7) Gives effect to the acquisition for decreases in selling, general and
administrative payroll costs totalling $2,375,000 resulting from
operating changes implemented subsequent to the acquisition. In addition
the adjustment reflects amortization of intangible assets recorded in
connection with the Fiscal 1995 and Fiscal 1996 acquisitions totalling
$285,000. Goodwill is amortized over 40 years and the useful lives of
other intangible assets range from 3 to 25 years.
(8) Income tax expense has been adjusted to reflect the expected income tax
benefit resulting from the pro forma adjustments. The adjustment reflects
a pro forma effective tax rate of 32% for the fiscal 1995 and fiscal 1996
acquisitions.
(9) Pro Forma shares outstanding reflect the shares outstanding as of the June
1995 initial public offering totalling 10,469,938 plus 100,000 shares
issued in conjunction with the Alba acquisition.
