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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.





FORM 10-Q

CONTENTS

 
   
PART I—FINANCIAL INFORMATION
 
Item 1.

 

Financial Statements

 

 

Unaudited Consolidated Balance Sheets as of July 31, 2002 and January 31, 2002

 

 

Unaudited Consolidated Statements of Operations for the three months ended July 31, 2002 and 2001

 

 

Unaudited Consolidated Statements of Operations for the six months ended July 31, 2002 and 2001

 

 

Unaudited Consolidated Statement of Stockholders' Equity (Deficit) for the six months ended July 31, 2002

 

 

Unaudited Consolidated Statements of Cash Flows for the six months ended July 31, 2002 and 2001

 

 

Unaudited Notes to Consolidated Financial Statements
 
Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations
 
Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

PART II—OTHER INFORMATION
 
Item 1:

 

Legal Proceedings
 
Item 2:

 

Changes in Securities
 
Item 3:

 

Defaults upon Senior Securities
 
Item 4:

 

Submission of Matters to a Vote of Security Holders
 
Item 5:

 

Other Information
 
Item 6:

 

Exhibits and Reports on Form 8-K

Signature

Certifications

Index to Exhibits

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 I—FINANCIAL 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 share—basic 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 item—gain 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 share—basic 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 adjustments—net     (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

        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.

        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.

        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.

        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 share—assuming 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



        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

        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</