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FORM 10-Q CONTENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
ý |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended July 31, 2002
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 0-23214
SAMSONITE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
36-3511556 (I.R.S. Employer Identification No.) |
|
11200 East 45th Avenue, Denver, CO (Address of principal executive offices) |
80239 (Zip Code) |
(303) 373-2000
(Registrant's telephone number, including area code)
(Former name, 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 No o
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ý No o
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 19,865,573 shares of common stock, par value $.01 per share, as of September 10, 2002.
Important Notice:
This Quarterly Report on Form 10-Q (including documents incorporated by reference herein) contains statements with respect to the Company's expectations or beliefs as to future events. These types of statements are "forward-looking" and are subject to uncertainties. See "Forward-Looking Statements" starting on page 27.
PART IFINANCIAL INFORMATION
SAMSONITE CORPORATION AND SUBSIDIARIES
Unaudited Consolidated Balance Sheets
as of July 31, 2002 and January 31, 2002
(In thousands)
| |
July 31, 2002 |
January 31, 2002 |
|||||
|---|---|---|---|---|---|---|---|
| Assets |
|||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 16,394 | 69,390 | ||||
| Trade receivables, net of allowances for doubtful accounts of $6,991 and $6,211 | 72,166 | 56,067 | |||||
| Notes and other receivables | 10,439 | 8,088 | |||||
| Inventories (Note 2) | 136,406 | 149,204 | |||||
| Deferred income tax assets | 4,073 | 3,296 | |||||
| Prepaid expenses and other current assets | 18,434 | 16,970 | |||||
| Total current assets | 257,912 | 303,015 | |||||
| Property, plant and equipment, net (Note 3) | 115,633 | 113,317 | |||||
| Intangible assets, less accumulated amortization of $61,504 and $63,703 (Note 4) | 99,142 | 99,741 | |||||
| Other assets and long-term receivables, net of allowances for doubtful accounts of $521 | 12,617 | 13,791 | |||||
| $ | 485,304 | 529,864 | |||||
(Continued)
See accompanying notes to consolidated financial statements
1
SAMSONITE CORPORATION AND SUBSIDIARIES
Unaudited Consolidated Balance Sheets
as of July 31, 2002 and January 31, 2002
(In thousands)
| |
July 31, 2002 |
January 31, 2002 |
||||||
|---|---|---|---|---|---|---|---|---|
| Liabilities and Stockholders' Equity (Deficit) | ||||||||
Current liabilities: |
||||||||
| Short-term debt and current installments of long-term obligations (Note 5) | $ | 55,937 | 15,193 | |||||
| Accounts payable | 55,443 | 41,995 | ||||||
| Accrued liabilities | 82,481 | 76,073 | ||||||
| Total current liabilities | 193,861 | 133,261 | ||||||
| Long-term obligations, less current installments (Note 5) | 375,326 | 469,646 | ||||||
| Deferred income tax liabilities | 13,035 | 12,571 | ||||||
| Other noncurrent liabilities | 26,414 | 28,666 | ||||||
| Total liabilities | 608,636 | 644,144 | ||||||
| Minority interests in consolidated subsidiaries | 9,300 | 9,633 | ||||||
| Senior redeemable preferred stock, aggregate liquidation preference of $306,309 and $286,115, net of discount and issuance costs of $8,117 and $8,629; 281,131 shares issued and outstanding | 298,192 | 277,486 | ||||||
Stockholders' equity (deficit) (Note 7): |
||||||||
| Preferred stock ($.01 par value; 2,000,000 shares authorized) | | | ||||||
| Common stock ($.01 par value; 60,000,000 shares authorized; 30,365,573 and 30,344,413 shares issued; 19,865,573 and 19,844,413 shares outstanding) | 304 | 303 | ||||||
| Additional paid-in capital | 490,310 | 490,283 | ||||||
| Accumulated deficit | (474,827 | ) | (440,932 | ) | ||||
| Accumulated other comprehensive loss | (26,611 | ) | (31,053 | ) | ||||
| (10,824 | ) | 18,601 | ||||||
| Treasury stock, at cost (10,500,000 shares) | (420,000 | ) | (420,000 | ) | ||||
| Total stockholders' equity (deficit) | (430,824 | ) | (401,399 | ) | ||||
| Commitments and contingencies (Notes 1C, 5, 7 and 9) | ||||||||
| $ | 485,304 | 529,864 | ||||||
See accompanying notes to consolidated financial statements
2
SAMSONITE CORPORATION AND SUBSIDIARIES
Unaudited Consolidated Statements of Operations
for the three months ended July 31, 2002 and 2001
(In thousands, except per share data)
| |
Three Months Ended July 31, |
||||||
|---|---|---|---|---|---|---|---|
| |
2002 |
2001 |
|||||
| Net sales (Note 1E) | $ | 187,077 | 199,888 | ||||
| Cost of goods sold | 106,774 | 119,057 | |||||
| Gross profit | 80,303 | 80,831 | |||||
| Selling, general and administrative expenses | 59,698 | 63,655 | |||||
| Amortization of intangible assets | 326 | 1,163 | |||||
| Operating income | 20,279 | 16,013 | |||||
Other income (expense): |
|||||||
| Interest income | 126 | 104 | |||||
| Interest expense and amortization of debt issue costs and premium | (11,841 | ) | (11,961 | ) | |||
| Other income (expense)net (Note 6) | (5,813 | ) | 507 | ||||
| Income before income taxes and minority interest | 2,751 | 4,663 | |||||
Income tax expense |
(3,443 |
) |
(2,087 |
) |
|||
| Minority interest in earnings of subsidiaries | (383 | ) | (481 | ) | |||
| Net income (loss) | (1,075 | ) | 2,095 | ||||
| Senior redeemable preferred stock dividends and accretion of senior redeemable preferred stock discount | (10,525 | ) | (9,216 | ) | |||
| Net loss to common stockholders | $ | (11,600 | ) | (7,121 | ) | ||
| Net loss per common sharebasic and diluted | $ | (0.58 | ) | (0.36 | ) | ||
See accompanying notes to consolidated financial statements
3
SAMSONITE CORPORATION AND SUBSIDIARIES
Unaudited Consolidated Statements of Operations
for the six months ended July 31, 2002 and 2001
(In thousands, except per share data)
| |
Six Months Ended July 31, |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| |
2002 |
2001 |
|||||||
| Net sales (Note 1E) | $ | 347,566 | 391,978 | ||||||
| Cost of goods sold | 205,592 | 234,254 | |||||||
| Gross profit | 141,974 | 157,724 | |||||||
| Selling, general and administrative expenses | 116,008 | 127,550 | |||||||
| Amortization of intangible assets | 652 | 2,327 | |||||||
| Asset impairment charge (Note 10) | 300 | | |||||||
| Provision for restructuring operations (Note 10) | 2,241 | 3,700 | |||||||
| Operating income | 22,773 | 24,147 | |||||||
Other income (expense): |
|||||||||
| Interest income | 329 | 330 | |||||||
| Interest expense and amortization of debt issue costs and premium | (23,859 | ) | (24,250 | ) | |||||
| Other income (expense)net (Note 6) | (7,602 | ) | 1,878 | ||||||
| Income (loss) before income taxes, minority interest and extraordinary item | (8,359 | ) | 2,105 | ||||||
| Income tax expense | (4,696 | ) | (4,662 | ) | |||||
| Minority interest in earnings of subsidiaries | (134 | ) | (1,365 | ) | |||||
| Loss before extraordinary item | (13,189 | ) | (3,922 | ) | |||||
| Extraordinary itemgain on extinguishment of debt (Note 5) | | 1,044 | |||||||
| Net loss | (13,189 | ) | (2,878 | ) | |||||
| Senior redeemable preferred stock dividends and accretion of senior redeemable preferred stock discount | (20,706 | ) | (18,131 | ) | |||||
| Net loss to common stockholders | $ | (33,895 | ) | (21,009 | ) | ||||
| Income (loss) per common sharebasic and diluted: | |||||||||
| Loss before extraordinary item | $ | (1.71 | ) | (1.11 | ) | ||||
| Extraordinary item | | 0.05 | |||||||
| Net loss per share | $ | (1.71 | ) | (1.06 | ) | ||||
See accompanying notes to consolidated financial statements
4
SAMSONITE CORPORATION AND SUBSIDIARIES
Unaudited Consolidated Statement of Stockholders' Equity (Deficit) and Comprehensive Loss
for the six months ended July 31, 2002
(In
thousands, except share amounts)
| |
Common Stock |
Additional Paid-In Capital |
Accumulated Other Comprehensive Loss |
Accumulated Deficit |
Comprehensive Loss |
Treasury Stock |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance, February 1, 2002 | $ | 303 | 490,283 | (31,053 | ) | (440,932 | ) | (420,000 | ) | |||||||
| Net loss | | | | (13,189 | ) | (13,189 | ) | | ||||||||
| Unrealized gain (loss) on cash flow hedges (net of income tax effect of $596) | | | (895 | ) | | (895 | ) | | ||||||||
| Reclassification of net losses to net income (net of income tax effect of $102) | | | 586 | | 586 | | ||||||||||
| Foreign currency translation adjustment | | | 4,751 | | 4,751 | | ||||||||||
| Comprehensive loss | | | | | $ | (8,747 | ) | | ||||||||
| Issuance of 21,160 shares to directors for services | 1 | 27 | | | | |||||||||||
| Senior redeemable preferred stock dividends and accretion of senior redeemable preferred stock discount | | | | (20,706 | ) | | ||||||||||
| Balance, July 31, 2002 | $ | 304 | 490,310 | (26,611 | ) | (474,827 | ) | (420,000 | ) | |||||||
See accompanying notes to consolidated financial statements
5
SAMSONITE CORPORATION AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
for the six months ended July 31, 2002 and 2001
(In thousands)
| |
Six Months Ended July 31, |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| |
2002 |
2001 |
|||||||
| Cash flows provided by (used in) operating activities: | |||||||||
| Net loss | $ | (13,189 | ) | (2,878 | ) | ||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||
| Non-operating loss (gain) items: | |||||||||
| Gain on extinguishment of debt | | (1,044 | ) | ||||||
| Loss (gain) on disposition of fixed assets, net | 171 | (623 | ) | ||||||
| Depreciation and amortization of property, plant and equipment | 8,831 | 10,067 | |||||||
| Amortization of intangible assets | 652 | 2,327 | |||||||
| Amortization of debt issue costs and premium | 1,018 | 1,032 | |||||||
| Provision for doubtful accounts | 769 | 159 | |||||||
| Provision for restructuring operations | 2,241 | 3,700 | |||||||
| Asset impairment charge | 300 | | |||||||
| Pension and other post retirement benefit plan gains, net | (2,221 | ) | (2,713 | ) | |||||
| Amortization of stock issued for services | 28 | 88 | |||||||
| Changes in operating assets and liabilities: | |||||||||
| Trade and other receivables | (14,752 | ) | (4,922 | ) | |||||
| Inventories | 17,981 | (11,312 | ) | ||||||
| Prepaid expenses and other current assets | (823 | ) | (3,676 | ) | |||||
| Accounts payable and accrued liabilities | 11,978 | (2,021 | ) | ||||||
| Other adjustmentsnet | (1,359 | ) | (1,195 | ) | |||||
| Net cash provided by (used in) operating activities | $ | 11,625 | (13,011 | ) | |||||
(Continued)
See accompanying notes to consolidated financial statements
6
SAMSONITE CORPORATION AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
for the six months ended July 31, 2002 and 2001
(In thousands)
| |
Six Months Ended July 31, |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| |
2002 |
2001 |
|||||||
| Cash flows used in investing activities: | |||||||||
| Purchases of property, plant and equipment | $ | (5,430 | ) | $ | (7,027 | ) | |||
| Proceeds from sale of assets held for sale and property and equipment | 145 | 3,250 | |||||||
| Other, net | | (67 | ) | ||||||
| Net cash used in investing activities | (5,285 | ) | (3,844 | ) | |||||
Cash flows provided by (used in) financing activities: |
|||||||||
| Net borrowings (payments) of short-term obligations | (6,179 | ) | (1,144 | ) | |||||
| Net borrowings (payments) on long-term obligations | (51,824 | ) | 5,348 | ||||||
| Other, net | (650 | ) | 785 | ||||||
| Net cash provided by (used in) financing activities | (58,653 | ) | 4,989 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | (683 | ) | (461 | ) | |||||
| Net decrease in cash and cash equivalents | (52,996 | ) | (12,327 | ) | |||||
| Cash and cash equivalents, beginning of period | 69,390 | 18,760 | |||||||
| Cash and cash equivalents, end of period | $ | 16,394 | $ | 6,433 | |||||
Supplemental disclosures of cash flow information: |
|||||||||
| Cash paid during the period for interest | $ | 23,071 | $ | 23,256 | |||||
| Cash paid during the period for income taxes | $ | 2,609 | $ | 3,289 | |||||
See accompanying notes to consolidated financial statements
7
SAMSONITE CORPORATION AND SUBSIDIARIES
Unaudited Notes to Consolidated Financial Statements
1. General
A. Business
The principal activity of Samsonite Corporation and subsidiaries (the "Company") is the manufacture and distribution of luggage, casual bags, business cases and travel related products throughout the world, primarily under the Samsonite® and American Tourister® brand names and other owned and licensed brand names. The principal customers of the Company are department/specialty retail stores, mass merchants, catalog showrooms and warehouse clubs. The Company also sells its luggage and other travel-related products through its Company-owned stores. In addition, the Company manufactures and distributes fashion oriented clothing and footwear in Europe, Asia and the United States and also operates a custom injection molding business in Canada.
B. Interim Financial Statements
The accompanying unaudited consolidated financial statements reflect all adjustments, which are normal and recurring in nature, and which, in the opinion of management, are necessary to a fair statement of the financial position as of July 31, 2002 and results of operations for the three and six month periods ended July 31, 2002 and 2001. These unaudited consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2002.
C. Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.
D. Per Share Data
The Company computes earnings (loss) per share in accordance with the requirements of Statement of Financial Accounting Standards No. 128, Earnings Per Share ("SFAS 128"). SFAS 128 requires the disclosure of "basic" earnings per share and "diluted" earnings per share. Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding increased for potentially dilutive common shares outstanding during the period. The dilutive effect of stock options, warrants, convertible preferred stock and their equivalents is calculated using the treasury stock method.
Income (loss) from continuing operations before extraordinary item per common share and net income (loss) per share is computed based on a weighted average number of shares of common stock outstanding during the period of 19,859,748 and 19,790,137 for the six months ended July 31, 2002 and 2001, respectively, and 19,865,573 and 19,794,147 for the three months ended July 31, 2002 and 2001, respectively. Basic earnings per share and earnings per shareassuming dilution are the same for the six and three month periods ended July 31, 2002 and 2001 because of the antidilutive effect of stock options and awards when there is a net loss to common stockholders. There are options to purchase 1,852,656 shares outstanding at July 31, 2002.
8
E. Royalty Revenues
The Company licenses its brand names to certain unrelated third parties as well as certain of its foreign subsidiaries and joint ventures. Net sales include royalties earned of $9,161,000 and $12,062,000 for the six months ended July 31, 2002 and 2001, respectively, and $4,620,000 and $5,553,000 for the three months ended July 31, 2002 and 2001, respectively
F. Derivative Financial Instruments
The Company accounts for derivative financial instruments in accordance with the requirements of Statement of Financial Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"), and its corresponding amendments under SFAS No. 138. SFAS 133 requires the Company to measure all derivatives at fair value and to recognize them in the consolidated balance sheet as an asset or liability, depending on the Company's rights or obligations under the applicable derivative contract. For derivatives designated as fair value hedges, the changes in the fair value of both the derivative instrument and the hedged item are recorded in earnings. For derivatives designated as cash flow hedges, the effective portions of changes in fair value of the derivative are reported in other comprehensive income and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in fair value of derivative instruments not designated as hedging instruments and ineffective portions of hedges are recognized in earnings in the current period.
The Company enters into derivative transactions to hedge interest rates on floating rate debt obligations and forecasted foreign currency transactions. These derivatives are classified as cash flow hedges. The Company also enters into derivative transactions to reduce exposure to the effect of exchange rates on the earnings results of foreign operations (primarily the effect of changes in the euro exchange rate on the results of the Company's significant European operations). These transactions are not allowed hedge accounting treatment under SFAS 133; the Company records these instruments at fair market value and records realized and unrealized gains in Other Income (Expense)Net.
Net gains or losses on interest rate hedges are recorded in interest expense when reclassified to earnings. Net gains or losses on hedges of forecasted foreign currency transactions are reclassified to revenues or cost of sales depending on the type of transaction being hedged. Net gains or losses on cash flow hedges are reclassified from other comprehensive income as the underlying hedged transactions occur. At July 31, 2002, cash flow hedges for forecasted foreign currency transactions extend until January 2003. The estimated amount of net gains from interest rate and foreign currency hedges expected to be reclassified into earnings within the next 12 months is $1,066,000, net of taxes. The amount ultimately reclassified into earnings will be dependent on the effect of changes in interest rates and currency exchange rates over the next 12 months.
2. Inventories
Inventories consisted of the following:
| |
July 31, 2002 |
January 31, 2002 |
|||
|---|---|---|---|---|---|
| |
(In thousands) |
||||
| Raw Materials | $ | 27,568 | 24,815 | ||
| Work in Process | 5,193 | 5,455 | |||
| Finished Goods | 103,645 | 118,934 | |||
| $ | 136,406 | 149,204 | |||
9
3. Property, Plant and Equipment
Property, plant and equipment consisted of the following:
| |
July 31, 2002 |
January 31, 2002 |
||||
|---|---|---|---|---|---|---|
| |
(In thousands) |
|||||
| Land | $ | 11,200 | 10,739 | |||
| Buildings | 72,683 | 68,644 | ||||
| Machinery, equipment and other | 140,890 | 132,184 | ||||
| 224,773 | 211,567 | |||||
| Less accumulated amortization and depreciation | (109,140 | ) | (98,250 | ) | ||
| $ | 115,633 | 113,317 | ||||
4. Intangible Assets
Effective February 1, 2002, the Company adopted SFAS 141 and SFAS 142. SFAS 141 requires business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting. It also specifies the types of acquired intangible assets that are required to be recognized and reported separate from goodwill. SFAS 142 requires that goodwill and certain intangibles no longer be amortized, but instead tested for impairment at least annually. There was no impairment of goodwill upon adoption of SFAS 142.
Net loss and loss per share for the three and six month period ended July 31, 2001, adjusted to exclude amortization expense for goodwill and intangibles no longer amortized under SFAS 142, is as follows:
| |
Three months ended July 31, 2001 |
Six months ended July 31, 2001 |
|||||
|---|---|---|---|---|---|---|---|
| |
(In thousands) |
||||||
| Net loss: | |||||||
| Reported net loss to common stockholders before extraordinary item | $ | (7,121 | ) | (22,053 | ) | ||
| Amortization of goodwill and other intangibles | 855 | 1,709 | |||||
| Adjusted net loss to common stockholders before extraordinary item | $ | (6,266 | ) | (20,344 | ) | ||
| Reported net loss to common stockholders | $ | (7,121 | ) | (21,009 | ) | ||
| Amortization of goodwill and other intangibles | 855 | 1,709 | |||||
| Adjusted net loss to common stockholders | $ | (6,266 | ) | (19,300 | ) | ||
| Basic and diluted earnings per common share: | |||||||
| Reported net loss before extraordinary item | $ | (0.36 | ) | (1.11 | ) | ||
| Amortization of goodwill and other intangibles | 0.04 | 0.08 | |||||
| Adjusted net loss before extraordinary item | $ | (0.32 | ) | (1.03 | ) | ||
| Reported net loss | $ | (0.36 | ) | (1.06 | ) | ||
| Amortization of goodwill and other intangibles | 0.04 | 0.08 | |||||
| Adjusted net loss | $ | (0.32 | ) | (0.98 | ) | ||
10
Goodwill with a gross book value of $5.8 million ($2.9 million net of accumulated amortization) and the Samsonite and American Tourister tradenames with a gross book value of $107.0 million ($84.1 million net of accumulated amortization) are no long amortized beginning February 1, 2002. All of the Company's other intangible assets are subject to amortization. There were no acquisitions of intangible assets during the six months ended July 31, 2002. Changes in the exchange rate between the U.S. dollar and other foreign currencies, primarily the euro, can affect the reported gross and net book value of the Company's intangible assets. The components of intangible assets which continue to be amortized were as follows (in thousands):
| |
July 31, 2002 |
January 31, 2002 |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| |
Gross Carrying Amount |
Accumulated Amortization |
Gross Carrying Amount |
Accumulated Amortization |
|||||
| Tradenames | $ | 16,419 | |||||||