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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A-1
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) AUGUST 27, 1996 (JUNE 14, 1996)
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THE COLEMAN COMPANY, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-988 13-3639257
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(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation)
1526 COLE BLVD., SUITE 300, GOLDEN, COLORADO 80401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 303-202-2400
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THE COLEMAN COMPANY, INC.
The following financial statements of businesses acquired and pro forma
financial information is provided by The Coleman Company, Inc. ("Coleman" or the
"Company") in connection with its acquisition of Application des Gaz, S.A.
("ADG" or "Camping Gaz") as described in Coleman's Form 8-K dated June 28, 1996.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The following historical
consolidated financial statements of ADG prepared in accordance with French
generally accepted accounting principles for the year ended December 31, 1995
are attached to this Form 8-K/A-1 as Exhibit 99.1:
Statutory Auditors' General Report
Consolidated Annual Accounts for the Year Ended December 31, 1995
(b) PRO FORMA FINANCIAL INFORMATION. The following pro forma financial
information is provided by the Company in connection with the acquisition of
Camping Gaz:
The unaudited balance sheet of the Company as of June 30, 1996 as reported
in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 1996 (the "June 30, 1996 Form 10-Q") reflects the acquisition of
approximately 89% of the outstanding shares of ADG as of June 30, 1996. The pro
forma adjustments to the unaudited pro forma condensed combined balance sheet as
of June 30, 1996 relate entirely to the acquisition of the remaining outstanding
shares of ADG, approximately 11% of the outstanding shares, as if Coleman had
purchased those outstanding shares at June 30, 1996.
The unaudited Coleman condensed consolidated statement of earnings for the
six months ended June 30, 1996, as reported in the June 30, 1996 Form 10-Q,
includes the results of the Camping Gaz operations from March 1, 1996 through
June 30, 1996 and also includes recognition of minority interest in the earnings
of Camping Gaz related to the publicly traded shares for that same period.
Therefore, the pro forma adjustments to the unaudited pro forma condensed
combined statement of earnings for the six months ended June 30, 1996 relate to
the operations of Camping Gaz for the period January 1, 1996 through February
29, 1996 and to the elimination of the minority shareholders interest in the
earnings of Camping Gaz for the period March 1, 1996 through June 30, 1996 as if
Coleman had purchased 100% of the outstanding shares of Camping Gaz at January
1, 1996. The unaudited pro forma condensed combined statement of earnings for
the year ended December 31, 1995 has been prepared as if the purchase of 100% of
the outstanding shares of Camping Gaz had occurred as of the beginning of 1995.
The historical financial statements of Camping Gaz included in Item 7(a) as
Exhibit 99.1 are expressed in French Francs and prepared in accordance with
accounting principles generally accepted in France ("French GAAP"). Each of the
historical statements of earnings of Camping Gaz presented in the pro forma
statements of earnings in Item 7(b) have been adjusted so as to reflect pro
forma financial information prepared in accordance with accounting principles
generally accepted in the United States ("U.S. GAAP") and have been translated
into U.S. dollars at appropriate exchange rates. Net earnings for Camping Gaz
for the year ended December 31, 1995 prepared in accordance with U.S. GAAP are
$2.8 million and include a $0.4 million increase in net earnings as determined
in accordance with French GAAP for the year ended December 31, 1995. The $0.4
million increase in net earnings relates primarily to a reduction of
depreciation expense as determined in accordance with U.S. GAAP and the
associated increase in the provision for income taxes. The net loss for Camping
Gaz of $1.2 million included in the pro forma statement of earnings for the six
months ended June 30, 1996 is for the period January 1, 1996 through February
29, 1996 and includes primarily a $0.6 million after tax inventory write-off and
a $0.4 million after tax charge for litigation expense to adjust historical
earnings prepared in accordance with French GAAP to historical earnings prepared
in accordance with U.S. GAAP.
2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (CONCLUDED)
The unaudited pro forma condensed combined financial statements reflect the
purchase method of accounting on an unaudited basis for the Camping Gaz
acquisition based upon preliminary purchase price allocations and reflect
certain other adjustments described in the notes. The pro forma results do not
purport to be indicative of what would have occurred had the acquisition of
Camping Gaz been consummated at the beginning of the periods presented.
Moreover, the pro forma information is not intended to be indicative of future
results of operations. The pro forma financial information should be read in
conjunction with the notes thereto and the historical financial statements and
the related notes thereto contained in the June 30, 1996 Form 10-Q incorporated
herein by reference and the 1995 Annual Report on Form 10-K of the Company.
See the unaudited pro forma condensed combined financial statements listed
in the accompanying Index to Unaudited Pro Forma Financial Statements on Page
F-1 herein.
(c) Exhibits
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Exhibit Number Description
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23.1 Consent of Ernst & Young Audit and Claude Guit,
independent statutory auditors of Application des Gaz,
S.A.
99.1 Statutory Auditors' General Report and Consolidated
Annual Accounts for the Year Ended December 31, 1995 of
Application des Gaz, S.A.
3
SIGNATURE
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, thereunto duly authorized.
THE COLEMAN COMPANY, INC.
(Registrant)
Date: August 27, 1996 By: /s/ George Mileusnic
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George Mileusnic
Executive Vice President and Chief
Financial Officer
4
CURRENT REPORT ON FORM 8-K/A-1
ITEM 7(b)
INDEX TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
THE COLEMAN COMPANY, INC. AND SUBSIDIARIES
Page
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The following unaudited condensed combined pro forma financial
statements of The Coleman Company, Inc. and Subsidiaries are
included in Item 7(b):
Unaudited Pro Forma Condensed Combined Balance Sheet as of
June 30, 1996.............................................. F-2
Unaudited Pro Forma Condensed Combined Statement of Earnings
for the Six Months Ended June 30, 1996..................... F-3
Unaudited Pro Forma Condensed Combined Statement of Earnings
for the Year Ended December 31, 1995....................... F-4
Notes to Unaudited Pro Forma Condensed Combined Financial
Statements................................................. F-5
F-1
THE COLEMAN COMPANY, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 30, 1996
(In thousands)
(Unaudited)
Pro Forma Pro Forma
Coleman Adjustments Combined
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ASSETS
Current assets:
Cash and cash equivalents............ $ 11,364 $ -- $ 11,364
Accounts receivable, net............. 370,409 -- 370,409
Inventories.......................... 291,995 -- 291,995
Deferred tax assets.................. 20,115 -- 20,115
Prepaid assets and other............. 20,788 -- 20,788
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Total current assets................. 714,671 -- 714,671
Property, plant and
equipment, net.................... 212,257 -- 212,257
Intangible assets related to
businesses acquired, net.......... 312,940 6,771 (1) 319,711
Deferred tax assets and other........ 41,885 (10,672)(1) 31,213
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$ 1,281,753 $(3,901) $ 1,277,852
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts and notes payable........... $ 203,519 $ -- $ 203,519
Other current liabilities............ 113,932 -- 113,932
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Total current liabilities......... 317,451 -- 317,451
Long-term debt....................... 558,537 -- 558,537
Other liabilities.................... 65,909 -- 65,909
Minority interest.................... 5,393 (3,901)(1) 1,492
Stockholders' equity................. 334,463 -- 334,463
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$ 1,281,753 $(3,901) $ 1,277,852
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See Notes to Pro Forma Condensed Combined Financial Statements
F-2
THE COLEMAN COMPANY, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
SIX MONTHS ENDED JUNE 30, 1996
(In thousands, except share data)
(Unaudited)
Camping Pro Forma Pro Forma
Coleman Gaz (a) Adjustments Combined
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Net revenues.............................. $ 726,214 $ 26,154 $ -- $ 752,368
Cost of sales............................. 507,710 17,451 -- 525,161
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Gross profit.............................. 218,504 8,703 -- 227,207
Selling, general
and administrative expenses............ 125,653 10,483 -- 136,136
Interest expense.......................... 18,813 173 1,730 (3) 20,716
Amortization of goodwill
and deferred charges................... 5,144 -- 347 (4) 5,491
Other expense, net........................ 657 (4) -- 653
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Earnings (loss) before income taxes,
taxes, minority interest,
and extraordinary item................. 68,237 (1,949) (2,077) 64,211
Provision for income taxes................ 23,201 (731) (1,510)(5) 20,960
Minority interest......................... 1,951 (22) (1,602)(2) 327
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Earnings (loss)
before extraordinary item.............. $ 43,085 $ (1,196) $ 1,035 $ 42,924
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Earnings per share
before extraordinary item.............. $ 0.81 $ 0.81
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Weighted average shares
outstanding............................ 53,178 53,178
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(a) For the period January 1, 1996 through February 29, 1996
See Notes to Pro Forma Condensed Combined Financial Statements
F-3
THE COLEMAN COMPANY, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
YEAR ENDED DECEMBER 31, 1995
(In thousands, except share data)
(Unaudited)
Camping Pro Forma Pro Forma
Coleman Gaz Adjustments Combined
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Net revenues............................ $ 933,574 $ 196,987 $ -- $ 1,130,561
Cost of sales........................... 649,427 121,930 -- 771,357
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Gross profit............................ 284,147 75,057 -- 359,204
Selling, general
and administrative expenses.......... 174,688 67,515 -- 242,203
Asset impairment charge................. 12,289 -- -- 12,289
Interest expense........................ 24,545 1,903 7,281 (3) 33,729
Amortization of goodwill
and deferred charges................. 7,745 -- 1,688 (4) 9,433
Other expense, net...................... 334 605 -- 939
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Earnings (loss) before income
taxes, minority interest,
and extraordinary item............... 64,546 5,034 (8,969) 60,611
Provision for income taxes.............. 24,479 1,799 (5,275)(5) 21,003
Minority interest....................... -- 405 -- 405
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Earnings (loss)
before extraordinary item............ $ 40,067 $ 2,830 $ (3,694) $ 39,203
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Earnings per share
before extraordinary item............ $ 0.75 $ 0.74
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Weighted average shares
outstanding.......................... 53,226 53,226
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--------- ---------
See Notes to Pro Forma Condensed Combined Financial Statements
F-4
THE COLEMAN COMPANY, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(In thousands)
(Unaudited)
A. BASIS OF FINANCIAL STATEMENT PRESENTATION
On February 28, 1996, The Coleman Company, Inc. ("Coleman" or the
"Company") and Butagaz S.N.C. ("Butagaz"), a subsidiary of Societe de Petroles
Shell S.A., jointly announced they had entered into an agreement (the "Share
Purchase Agreement") in connection with the sale to Coleman of approximately 60
percent of the outstanding shares of Application des Gaz, S.A. ("ADG" or
"Camping Gaz"). Pursuant to the terms of the Share Purchase Agreement and other
related documents dated February 27, 1996, Coleman has the right to, and intends
to, acquire the remaining shares held by Butagaz, which represent approximately
10% of the outstanding shares of ADG, and accordingly considers this 10% stock
ownership as under the control of the Company. The Company obtained effective
control of Camping Gaz on March 1, 1996. Camping Gaz is the leading
manufacturer and distributor of camping appliances in Europe.
On June 24, 1996, Coleman commenced a public tender offer for the purchase
of all the publicly traded outstanding shares of ADG, or approximately 30% of
the outstanding shares. The tender offer period expired in July 1996 with
approximately 28% of the outstanding shares of ADG tendered for purchase. The
Company is currently completing the necessary steps to acquire the remaining
publicly held stock and expects to complete those actions during the third
quarter of 1996. The acquisition of Camping Gaz is being accounted for under
the purchase method. In connection with the preliminary allocation of purchase
price to the fair values of assets and liabilities acquired, the Company
recorded goodwill of approximately $60,682, which is being amortized over 40
years on the straight-line method. The Company has included the results of
operations of Camping Gaz in the historical consolidated financial statements of
the Company from March 1, 1996, the date on which the Company obtained effective
control of Camping Gaz, and has recognized minority interest related to the
publicly traded shares for the period March 1, 1996 through June 30, 1996.
The pro forma adjustments to the June 30, 1996 unaudited pro forma
condensed combined balance sheet relate entirely to the acquisition of the
remaining outstanding shares of ADG, or approximately 11% of the outstanding
shares, as if Coleman had purchased those outstanding shares at June 30, 1996.
The unaudited Coleman condensed consolidated statement of earnings for the
six months ended June 30, 1996, as reported in the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 1996 (the "June 30, 1996 Form
10-Q"), includes the results of the Camping Gaz operations from March 1, 1996
through June 30, 1996 and also includes recognition of minority interest in the
earnings of Camping Gaz related to the publicly traded shares of Camping Gaz for
that same period. Therefore, the pro forma adjustments to the unaudited pro
forma condensed combined statement of earnings for the six months ended June
30, 1996 relate to the operations of Camping Gaz for the period January 1, 1996
through February 29, 1996 and to the elimination of the minority interest in the
earnings of Camping Gaz for the period March 1, 1996 through June 30, 1996 as if
Coleman had purchased 100% of the outstanding shares of Camping Gaz at January
1, 1996. The unaudited pro forma condensed combined statement of earnings for
the year ended December 31, 1995 has been prepared as if the purchase of 100% of
the outstanding shares of Camping Gaz had occurred as of the beginning of 1995.
F-5
THE COLEMAN COMPANY, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)
(In thousands)
(Unaudited)
The historical statements of earnings of Camping Gaz presented in the pro
forma condensed combined statements of earnings are derived from the historical
financial statements of Camping Gaz expressed in French francs and prepared in
accordance with accounting principles generally accepted in France ("French
GAAP") and have been adjusted so as to reflect pro forma financial information
prepared in accordance with accounting principles generally accepted in the
United States ("U.S. GAAP") and translated into U.S. dollars at appropriate
exchange rates. Net earnings for Camping Gaz for the year ended December 31,
1995 prepared in accordance with U.S. GAAP are $2,830 and include a $445
increase in net earnings as determined in accordance with French GAAP for the
year ended December 31, 1995. The $445 increase in net earnings relates
primarily to a reduction of depreciation expense as determined in accordance
with U.S. GAAP and the associated increase in the provision for income taxes.
The net loss for Camping Gaz of $1,196 included in the pro forma statement of
earnings for the six months ended June 30, 1996 is for the period January 1,
1996 through February 29, 1996 and includes primarily a $570 after tax inventory
write-off and a $380 after tax charge for litigation expense to adjust
historical earnings prepared in accordance with French GAAP to historical
earnings prepared in accordance with U.S. GAAP.
The unaudited pro forma condensed combined financial statements reflect the
purchase method of accounting on an unaudited basis for the Camping Gaz
acquisition based upon preliminary purchase price allocations and reflect
certain other adjustments described in the notes. The pro forma results do not
purport to be indicative of what would have occurred had the acquisition of
Camping Gaz been consummated at the beginning of the periods presented.
Moreover, the pro forma information is not intended to be indicative of future
results of operations.
B. PRO FORMA ADJUSTMENTS
1. The acquisition cost of the remaining outstanding publicly traded shares of
Camping Gaz at June 30, 1996 was approximately $10,672. The acquisition
cost was financed with funds that had been placed in escrow at June 30,
1996 and classified as non-current assets in the June 30, 1996 consolidated
balance sheet. Pro forma adjustments are made to record the preliminary
purchase price allocation related to the acquisition of the remaining
outstanding publicly traded shares of Camping Gaz and to eliminate minority
interest related to the publicly traded shares of Camping Gaz at June 30,
1996 and reflected in the June 30, 1996 consolidated balance sheet.
2. Elimination of minority interest related to the publicly traded shares of
Camping Gaz at June 30, 1996 and reflected in the June 30, 1996
consolidated statement of earnings.
F-6
THE COLEMAN COMPANY, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (CONCLUDED)
(In thousands)
(Unaudited)
3. Interest on borrowings to finance the acquisition of 100% of the
outstanding shares of Camping Gaz using the approximate interest rates that
would have been incurred under Coleman's credit agreements would have
increased interest expense as follows:
Six Months Ended Year Ended
June 30, 1996 December 31, 1995
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Pro forma interest on
Camping Gaz acquisition $ 1,730 $ 7,281
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A one-eighth (1/8) percentage point change in the assumed interest rate
would change the pro forma interest expense by approximately $62 and $123
for the six months ended June 30, 1996 and the year ended December 31,
1995, respectively.
4. To amortize goodwill associated with the Camping Gaz acquisition over 40
years.
5. Pro forma income tax adjustment to adjust the pro forma combined income tax
provision to the estimated annual effective tax rate for the six month
period ended June 30, 1996 and to adjust the pro forma income tax provision
for the year ended December 31, 1995.
F-7