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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q


ý

QUARTERLY REPORT UNDER SECTION 13 OF THE SECURITIES
EXCHANGE ACT OF 1934

For the Quarter Ended June 30, 2002

Commission File No. 1-4290


K2 INC.
(exact name of registrant as specified in its charter)

Delaware
(State of Incorporation)
  95-2077125
(I.R.S. Employer Identification No.)

 

 

 
4900 South Eastern Avenue
Los Angeles, California
(Address of principal executive offices)
  90040
(Zip Code)

 

 

 

(323) 724-2800
Registrant's telephone number, including area code

Not applicable
Former name, former address and former fiscal year, if changed since last report:


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, and (2) has been subject to such filing requirements for the past 90 days. Yes ý

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of July 31, 2002.

Common Stock, par value $1   17,939,076 Shares




FORM 10-Q QUARTERLY REPORT

PART—1 FINANCIAL INFORMATION

Item 1. Financial Statements

STATEMENTS OF CONSOLIDATED INCOME (condensed)
(Thousands, except per share figures)

 
  Three months
ended June 30

  Six months
ended June 30

 
  2002
  2001
  2002
  2001
 
   
  (Unaudited)

   
Net sales   $ 157,213   $ 143,074   $ 304,676   $ 314,617
Cost of products sold     111,945     97,879     217,289     220,409
   
 
 
 
  Gross profit     45,268     45,195     87,387     94,208

Selling expenses

 

 

21,355

 

 

24,853

 

 

41,829

 

 

51,646
General and administrative expenses     15,688     13,338     28,853     27,892
   
 
 
 
  Operating income     8,225     7,004     16,705     14,670

Interest expense

 

 

2,310

 

 

3,451

 

 

4,867

 

 

6,714
Other expense (income), net     4     200     13     33
   
 
 
 
  Income before income taxes     5,911     3,353     11,825     7,923

Provision for income taxes

 

 

2,069

 

 

1,039

 

 

4,139

 

 

2,456
   
 
 
 
  Net income   $ 3,842   $ 2,314   $ 7,686   $ 5,467
   
 
 
 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 
  Net income   $ 0.21   $ 0.13   $ 0.43   $ 0.30
   
 
 
 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 
  Net income   $ 0.21   $ 0.13   $ 0.43   $ 0.30
   
 
 
 
Basic shares outstanding     17,941     17,938     17,940     17,941
Diluted shares outstanding     17,959     18,113     17,954     18,096

See notes to consolidated condensed financial statements.

1



CONSOLIDATED BALANCE SHEETS (condensed)
(Thousands, except share and per share figures)

 
  June 30
2002

  December 31
2001

 
 
  (Unaudited)

   
 
Assets  
Current Assets              
  Cash and cash equivalents   $ 13,723   $ 11,416  
  Accounts receivable, net     144,788     99,803  
  Inventories, net     144,572     169,969  
  Deferred taxes and income taxes receivable     13,081     15,019  
  Prepaid expenses and other current assets     9,779     8,606  
   
 
 
    Total current assets     325,943     304,813  

Property, plant and equipment

 

 

168,318

 

 

170,175

 
Less allowance for depreciation and amortization     102,685     101,771  
   
 
 
      65,633     68,404  

Intangibles, principally goodwill, net

 

 

41,293

 

 

41,068

 
Other     7,897     6,753  
   
 
 
    Total Assets   $ 440,766   $ 421,038  
   
 
 

Liabilities and Shareholders' Equity

 
Current Liabilities              
  Bank loans   $ 7,806   $ 5,016  
  Accounts payable     34,861     46,015  
  Accrued payroll and related     18,977     18,041  
  Other accruals     29,913     26,007  
  Current portion of long-term debt     8,074     5,886  
   
 
 
    Total current liabilities     99,631     100,965  

Long-term debt

 

 

105,228

 

 

97,828

 
Deferred taxes     7,588     7,588  

Commitments and Contingencies

 

 

 

 

 

 

 

Shareholders' Equity

 

 

 

 

 

 

 
  Preferred Stock, $1 par value, authorized 12,500,000 shares, none issued Common Stock, $1 par value, authorized 40,000,000 shares, issued shares— 18,679,146 in 2002 and 18,676,146 in 2001     18,679     18,676  
  Additional paid-in capital     143,395     143,346  
  Retained earnings     91,809     84,123  
  Employee Stock Ownership Plan and stock option loans     (1,439 )   (1,582 )
  Treasury shares at cost, 747,234 shares in 2002 and 2001     (9,107 )   (9,107 )
  Accumulated other comprehensive loss     (15,018 )   (20,799 )
   
 
 
    Total Shareholders' Equity     228,319     214,657  
   
 
 
    Total Liabilities and Shareholders' Equity   $ 440,766   $ 421,038  
   
 
 

See notes to consolidated condensed financial statements

2



STATEMENTS OF CONSOLIDATED CASH FLOWS (condensed)
(Thousands)

 
  Six months
ended June 30

 
 
  2002
  2001
 
 
  (unaudited)

 
Operating Activities              
  Net Income   $ 7,686   $ 5,467  
  Adjustments to reconcile net income to net cash provided by operating activities:              
    Depreciation and amortization     7,180     8,096  
    Deferred taxes     1,938     3,568  
    Repurchase of previously securitized receivables     (51,827 )   (33,769 )
    Changes in noncash current assets and current liabilities     29,899     20,037  
   
 
 
Net cash provided by (used in) operating activities     (5,124 )   3,399  

Investing Activities

 

 

 

 

 

 

 
  Property, plant & equipment expenditures     (5,140 )   (7,044 )
  Disposals of property, plant & equipment     570     293  
  Purchase of business, net of cash acquired     0     (4,581 )
  Other items, net     (377 )   1,315  
   
 
 
Net cash used in investing activities     (4,947 )   (10,017 )

Financing Activities

 

 

 

 

 

 

 
  Borrowings under long-term debt     48,375     77,500  
  Borrowings under accounts receivable purchase facility     43,702      
  Payments under long-term debt     (82,489 )   (63,037 )
  Net increase (decrease) in short-term bank loans     2,790     (8,619 )
   
 
 
Net cash provided by financing activities     12,378     5,844  
   
 
 
Net increase (decrease) in cash and cash equivalents     2,307     (774 )

Cash and cash equivalents at beginning of year

 

 

11,416

 

 

3,174

 
   
 
 
Cash and cash equivalents at end of period   $ 13,723   $ 2,400  
   
 
 

See notes to consolidated condensed financial statements.

3



K2 INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
June 30, 2002

NOTE 1—Basis of Presentation

        The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six-month periods ended June 30, 2002 are not necessarily indicative of the results that may be expected for the year ended December 31, 2002.

        The balance sheet at December 31, 2001 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

        For further information, refer to the Consolidated Financial Statements and Notes to Financial Statements included in K2 Inc.'s ("K2's) Annual Report on Form 10-K for the year ended December 31, 2001.


NOTE 2—Summary of Significant Accounting Policies

Accounts Receivable and Allowances

        Accounts receivable are net of allowances for doubtful accounts of $7,542,000 at June 30, 2002 and $5,316,000 at December 31, 2001.

Inventories

        The components of inventory consisted of the following:

 
  June 30
2002

  December 31
2001

 
  (thousands)

Finished goods   $ 108,527   $ 135,623
Work in process     9,994     11,788
Raw materials     26,051     22,558
   
 
    $ 144,572   $ 169,969
   
 

Newly Adopted Accounting Standards

        Effective January 1, 2002, K2 adopted new accounting standards on "Business Combinations," and "Goodwill and Other Intangible Assets." The Business Combination changes require the use of the purchase method of accounting for business combinations and eliminates the pooling-of interests method. The changes to goodwill require that goodwill and indefinite-lived intangible assets no longer be amortized to earnings, but instead reviewed annually for impairment. In addition, the standard includes provisions, upon adoption, for the reclassification of certain existing recognized intangibles as goodwill, reassessment of the useful lives of existing recognized intangibles, reclassification of certain intangibles out of previously reported goodwill and the testing for impairment of existing goodwill and other intangibles. Had K2 adopted the new goodwill accounting on the first day of 2001, second quarter 2001 and first half 2001 amortization expense would have been lowered by approximately $330,000 and $830,000, respectively, and net income would have increased by the same amounts (or

4



$.02 and $.05 per diluted share, respectively) to $2.6 million and $6.3 million, respectively. The adoption of SFAS No. 142 resulted in an increase in operating income through a reduction of amortization expense of approximately $330,000 and $830,000 for the three and six months ended June 30, 2002, respectively.

        Effective January 1, 2002, K2 adopted "Accounting for the Impairment or Disposal of Long-Lived Assets." The adoption of SFAS No. 144 did not have an impact on K2's financial statements.

        In 2000 and 2001, the FASB Emerging Issues Task Force issued several changes to the accounting for incentives to customers resulting in K2 recording such items as deductions from sales rather than selling expense. The impact of K2's adoption of these changes on the financial statements was immaterial.

Reclassifications

        Certain prior year amounts have been reclassified to conform to the current year presentation.


Note 3-Charges Against Earnings

        In ongoing cost reduction moves initiated in 1999, K2 completed the move of its remaining ski production to China in 2001, closing the Washington ski manufacturing facility during the 2001 third quarter. In addition, three other smaller manufacturing facilities were shut down in Minnesota and Alabama, which serviced the Stearns and Hilton operations, with most of the production also moving overseas.

        The scooter market experienced explosive growth in 2000, however, orders for scooters abruptly stopped early in the 2001 first quarter. Orders for in-line skates began to decline in the 2001 second quarter in response to higher than expected retail inventory levels and remained soft throughout the remainder of 2001. K2 responded by downsizing its small-wheeled products operation and it additionally closed certain manufacturing facilities. The facility closures, coupled with the downsizing activities, resulted in the reduction of approximately 600 positions worldwide. As a result, K2 recorded a pre-tax charge to earnings in the 2001 third quarter of $18.0 million, primarily related to severance, the write down of facilities and equipment, and the reduction in the net carrying value of small-wheeled products inventory, of which approximately $5.0 million has or will result in a cash outlay. Approximately $15.6 million of the charge was included in cost of sales and approximately $2.4 million was included in general and administrative expenses in the third quarter of 2001.

5



        The following table summarizes the activity in 2001 and 2002:

 
  Facilities &
Equipment

  Inventory
  Severance
and Related

  Subtotal
  Other
Downsizing

  Total
 
  (Thousands)

2001 Charges   $ 3,179   $ 9,266   $ 4,389   $ 16,834   $ 1,166   $ 18,000

Utilized in 2001:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Cash             3,104     3,104     537     3,641
  Non-cash write down         9,266         9,266         9,266
  Non-cash disposal     3,179             3,179     529     3,708
   
 
 
 
 
 
      3,179     9,266     3,104     15,549     1,066     16,615

Balance December 31, 2001

 

 


 

 


 

 

1,285

 

 

1,285

 

 

100

 

 

1,385

Utilized in 2002:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Cash             1,004     1,004     100     1,104
   
 
 
 
 
 
              1,004     1,004     100     1,104

Balance June 30, 2002

 

$


 

$


 

$

281

 

$

281

 

$


 

$

281
   
 
 
 
 
 

        Of the remaining cash charges not utilized at June 30, 2002, K2 anticipates such amounts will be settled by the end of the 2002, resulting in a future cash outlay of $0.3 million.


NOTE 4—Intangible Assets

        The components of intangible assets consisted of the following:

 
  June 30
2002

  December 31
2001

 
  (Thousands)

Intangibles subject to amortization:            
Net carrying amount:            
  Patents and Trademarks   $ 1,695   $ 1,616

Goodwill not subject to amortization (by segment):

 

 

 

 

 

 
  Net carrying amount:            
    Sporting goods     35,687     35,629
    Other recreational     1,524     1,524
    Industrial     2,387     2,299
   
 
      39,598     39,452

Total intangible assets, net

 

$

41,293

 

$

41,068
   
 

        Amortization expense of intangible assets subject to amortization will be approximately $400,000 per year over the next five years.


NOTE 5—Borrowings and Other Financial Instruments

        K2's principal long-term borrowing facility is a $75 million revolving Credit Line ("Credit Line"), secured by substantially all of the assets of K2, other than domestic accounts receivable which are sold pursuant to the Purchase Facility described below. The Credit Line is due on December 31, 2003. Additionally, K2 has a five year, $75 million accounts receivable purchase facility ("Purchase Facility").

        At June 30, 2002, there were no borrowings under the Credit Line. At December 31, 2001, outstanding indebtedness under the Credit Line totaled $26.5 million, and the effective interest rate of

6



such borrowings was 4.68%. Pursuant to the terms of the Credit Line, $67.0 million was available for borrowing at June 30, 2002.

        The Purchase Facility is a five-year domestic accounts receivable arrangement, under which K2 can sell with limited recourse, an undivided interest in designated pools of accounts receivable in an amount not to exceed $75 million. The originators of the receivables sell the receivables through a subsidiary of K2 to a conduit, which then issues commercial paper and charges K2 interest based on the commercial paper rate plus a spread. The interest rate at June 30, 2002 was 2.46%.

        Unlike the asset securitization program which was in effect prior to March 2002, financing obtained pursuant to the Purchase Facility is treated in K2's financial statements as a borrowing. As of June 30, 2002, financings under the Purchase Facility totaled $43.7 million and are classified as long-term debt as K2 believes the amount outstanding at June 30, 2002 is equal to or less than the minimum amount expected to be outstanding during the next twelve months. As of December 31, 2001, accounts receivable of $51.8 million were sold under the prior asset securitization program, with the related assets and liabilities for the receivables securitized by the facility treated as off balance sheet.

        The credit facilities currently prohibit the payment of cash dividends and stock repurchases by K2.


NOTE 6—Accumulated Other Comprehensive Loss

        Accumulated other comprehensive loss includes the cumulative foreign currency translation adjustments related to long-term investments in foreign subsidiaries and unrealized gains or losses on derivative instruments.

        The components of other comprehensive loss are as follows:

 
  Currency
Translation
Adjustments

  Derivative
Financial
Instruments
Gains/(Losses)

  Total
 
 
   
  (Thousands)

   
 
Balance at December 31, 2001   $ (21,238 ) $ 439   $ (20,799 )
Currency Translation Adjustment     6,863         6,863  
Reclassification adjustment for amounts recognized in cost of sales         (341 )   (341 )
Change in fair value of derivatives, net of ($399) taxes         (741 )   (741 )
   
 
 
 
Balance at June 30, 2002   $ (14,375 ) $ (643 ) $ (15,018 )
   
 
 
 

        Total comprehensive income was $10.0 million and $13.5 million for the three and six months ended June 30, 2002, respectively. Total comprehensive income was $3.0 million and $2.7 million for the three and six months ended June 30, 2001, respectively. Total comprehensive income includes the net change in accumulated other comprehensive loss for the period.


NOTE 7- Earnings Per Share Data

        Basic earnings per share ("EPS") are determined by dividing net income by the weighted average number of shares outstanding during the period. Diluted EPS reflects the potential dilutive effects of stock options, using the treasury stock method. For the three and six month periods ended June 30, 2002, computation of diluted EPS included the dilutive effects of 417,000 and 395,000 stock options, respectively, and excluded 1,473,000 and 1,495,000 stock options outstanding, respectively, since their inclusion would have been antidilutive. For the three and six month periods ended June 30, 2001, computation of diluted EPS included the dilutive effects of 1,053,000 and 1,037,000 stock options, respectively, and excluded 912,000 and 927,000 stock options outstanding, respectively, since their inclusion would have been antidilutive.

7




NOTE 8—Segment Information

        The segment information presented below is for the three months ended June 30:

 
  Net Sales to Unaffiliated
Customers

  Intersegment Sales
  Operating Profit (Loss)
 
 
  2002
  2001
  2002
  2001
  2002
  2001
 
 
  (Millions)

 
Sporting goods   $ 116.2   $ 103.8   $ 24.6   $ 15.4   $ 7.2   $ 4.7  
Other recreational     9.9     9.0     0.6     0.6     (0.9 )   (0.9 )
Industrial     31.1     30.3     0.2     0.1     3.1     4.0  
   
 
 
 
 
 
 
  Total segment data   $ 157.2   $ 143.1   $ 25.4   $ 16.1     9.4     7.8  
   
 
 
 
 
 
 
Corporate expenses, net                             1.2     1.0  

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2.3

 

 

3.4

 
                           
 
 
Income from operations before provision for income taxes                           $ 5.9   $ 3.4  
                           
 
 

        The segment information presented below is for the six months ended June 30:

 
  Net Sales to Unaffiliated
Customers

  Intersegment Sales
  Operating Profit (Loss)
 
 
  2002
  2001
  2002
  2001
  2002
  2001
 
 
  (Millions)

 
Sporting goods   $ 227.6   $ 234.4   $ 39.8   $ 26.5   $ 14.8   $ 11.1  
Other recreational     18.4     19.5     0.9     1.0     (1.6 )   (1.7 )
Industrial     58.7     60.7     0.3     0.4     6.4     7.8  
   
 
 
 
 
 
 
Total segment data   $ 304.7   $ 314.6   $ 41.0   $ 27.9     19.6     17.2  
   
 
 
 
 
 
 
Corporate expenses, net                             2.9     2.6  

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.9

 

 

6.7

 
                           
 
 
Income from operations before provision for income taxes                           $ 11.8   $ 7.9  
                           
 
 


NOTE 9—Contingencies

        K2 is subject to various legal actions and proceedings in the normal course of business. While the ultimate outcome of these matters cannot be predicted with certainty, management does not believe these matters will have a material adverse effect on K2's financial statements.

        K2 is one of several named potentially responsible parties ("PRP") in three Environmental Protection Agency matters involving discharge of hazardous materials at old waste sites in South Carolina and Michigan. Although environmental laws technically impose joint and several liability upon each PRP at each site, the extent of K2's required financial contribution to the cleanup of these sites is expected to be limited based upon the number and financial strength of the other named PRPs and the volume and types of waste involved which might be attributable to K2.

        Environmental and related remediation costs are difficult to quantify for a number of reasons including the number of parties involved, the difficulty in determining the extent of the contamination, the length of time remediati