SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 |
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
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 2Summary 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.
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 5Borrowings 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 6Accumulated 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 |
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|---|---|---|---|---|---|---|---|---|---|---|
| |
|
(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
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 | |||||||||||||||
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