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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 October 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)

Not Applicable
(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 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 December 12, 2002.




FORM 10-Q
CONTENTS

 
   
PART I—   FINANCIAL INFORMATION

Item 1.

 

Financial Statements

 

 

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

 

 

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

 

 

Unaudited Consolidated Statements of Operations for the nine months ended October 31, 2002 and 2001

 

 

Unaudited Consolidated Statement of Stockholders' Equity (Deficit) and Comprehensive Loss for the nine months ended October 31, 2002

 

 

Unaudited Consolidated Statements of Cash Flows for the nine months ended October 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

Item. 4.

 

Controls and Procedures

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".


PART I—FINANCIAL INFORMATION


SAMSONITE CORPORATION AND SUBSIDIARIES

Unaudited Consolidated Balance Sheets

as of October 31, 2002 and January 31, 2002

(In thousands)

 
  October 31,
2002

  January 31,
2002

Assets          
Current assets:          
  Cash and cash equivalents   $ 15,715   69,390
  Trade receivables, net of allowances for doubtful accounts of $7,207 and $6,211     78,699   56,067
  Notes and other receivables     14,944   8,088
  Inventories (Note 2)     140,520   149,204
  Deferred income tax assets     3,864   3,296
  Prepaid expenses and other current assets     19,139   16,970
   
 
    Total current assets     272,881   303,015

Property, plant and equipment, net (Note 3)

 

 

112,283

 

113,317
Intangible assets, less accumulated amortization of $61,864 and $63,703 (Note 4)     98,878   99,741
Other assets and long-term receivables, net of allowances for doubtful accounts of $521     12,192   13,791
   
 
    $ 496,234   529,864
   
 

(Continued)

See accompanying notes to consolidated financial statements


SAMSONITE CORPORATION AND SUBSIDIARIES

Unaudited Consolidated Balance Sheets

as of October 31, 2002 and January 31, 2002

(In thousands, except share data)

 
  October 31,
2002

  January 31,
2002

 
Liabilities and Stockholders' Equity (Deficit)            
Current liabilities:            
  Short-term debt and current installments of long-term obligations (Note 5)   $ 52,987   15,193  
  Accounts payable     55,286   41,995  
  Accrued liabilities     90,539   76,073  
   
 
 
    Total current liabilities     198,812   133,261  

Long-term obligations, less current installments (Note 5)

 

 

373,215

 

469,646

 
Deferred income tax liabilities     12,956   12,571  
Other noncurrent liabilities     27,349   28,666  
   
 
 
    Total liabilities     612,332   644,144  
   
 
 
Minority interests in consolidated subsidiaries     9,589   9,633  
Senior redeemable preferred stock, aggregate liquidation preference of $316,934 and $286,115, net of discount and issuance costs of $7,860 and $8,629; 281,131 shares issued and outstanding     309,074   277,486  
Stockholders' equity (deficit) (Note 7):            
  Preferred stock ($.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     (478,132 ) (440,932 )
  Accumulated other comprehensive loss     (27,243 ) (31,053 )
   
 
 
      (14,761 ) 18,601  
  Treasury stock, at cost (10,500,000 shares)     (420,000 ) (420,000 )
   
 
 
    Total stockholders' equity (deficit)     (434,761 ) (401,399 )
   
 
 
Commitments and contingencies (Notes 1C, 5, 7 and 9)            
    $ 496,234   529,864  
   
 
 

See accompanying notes to consolidated financial statements


SAMSONITE CORPORATION AND SUBSIDIARIES

Unaudited Consolidated Statements of Operations

for the three months ended October 31, 2002 and 2001

(In thousands, except per share data)

 
  Three Months Ended October 31,
 
 
  2002
  2001
 
Net sales (Note 1E)   $ 201,946   190,868  
Cost of goods sold     117,116   114,349  
   
 
 
  Gross profit     84,830   76,519  

Selling, general and administrative expenses

 

 

62,477

 

64,303

 
Amortization of intangible assets     352   1,183  
Asset impairment charge (Note 10)     196    
   
 
 
  Operating income     21,805   11,033  

Other income (expense):

 

 

 

 

 

 
  Interest income     176   135  
  Interest expense and amortization of debt issue costs and premium     (11,956 ) (12,354 )
  Other income (expense)—net (Note 6)     (518 ) (1,697 )
   
 
 
  Income (loss) before income taxes and minority interest     9,507   (2,883 )

Income tax expense

 

 

(1,164

)

(2,620

)
Minority interest in earnings of subsidiaries     (767 ) (307 )
   
 
 
  Net income (loss)     7,576   (5,810 )

Senior redeemable preferred stock dividends and accretion of senior redeemable preferred stock discount

 

 

(10,881

)

(9,526

)
   
 
 
  Net loss to common stockholders   $ (3,305 ) (15,336 )
   
 
 
  Weighted average common shares outstanding—basic and diluted     19,866   19,819  
   
 
 
  Net loss per common share—basic and diluted   $ (0.17 ) (0.77 )
   
 
 

See accompanying notes to consolidated financial statements


SAMSONITE CORPORATION AND SUBSIDIARIES

Unaudited Consolidated Statements of Operations

for the nine months ended October 31, 2002 and 2001

(In thousands, except per share data)

 
  Nine Months Ended October 31,
 
 
  2002
  2001
 
Net sales (Note 1E)   $ 549,512   582,846  
Cost of goods sold     322,707   348,604  
   
 
 
  Gross profit     226,805   234,242  

Selling, general and administrative expenses

 

 

178,484

 

191,854

 
Amortization of intangible assets     1,004   3,509  
Asset impairment charge (Note 10)     496    
Provision for restructuring operations (Note 10)     2,241   3,700  
   
 
 
  Operating income     44,580   35,179  

Other income (expense):

 

 

 

 

 

 
  Interest income     504   465  
  Interest expense and amortization of debt issue costs and premium     (35,815 ) (36,604 )
  Other income (expense)—net (Note 6)     (8,120 ) 181  
   
 
 
  Income (loss) before income taxes and minority interest     1,149   (779 )

Income tax expense

 

 

(5,860

)

(7,282

)
Minority interest in earnings of subsidiaries     (901 ) (1,671 )
   
 
 
  Loss before extraordinary item     (5,612 ) (9,732 )
Extraordinary item—gain on extinguishment of debt (Note 5)       1,044  
   
 
 
  Net loss     (5,612 ) (8,688 )
Senior redeemable preferred stock dividends and accretion of senior redeemable preferred stock discount     (31,588 ) (27,658 )
   
 
 
  Net loss to common stockholders   $ (37,200 ) (36,346 )
   
 
 
  Weighted average common shares outstanding—basic and diluted     19,862   19,800  
   
 
 
Income (loss) per common share—basic and diluted:            
  Loss before extraordinary item   $ (1.87 ) (1.89 )
  Extraordinary item       0.05  
   
 
 
    Net loss   $ (1.87 ) (1.84 )
   
 
 

See accompanying notes to consolidated financial statements


SAMSONITE CORPORATION AND SUBSIDIARIES

Unaudited Consolidated Statement of Stockholders' Equity (Deficit)

and Comprehensive Loss for the nine months ended October 31, 2002

(In thousands, except share amounts)

 
  Preferred
Stock

  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             (5,612 )   (5,612 )  
Net unrealized gain (loss) on cash flow hedges (net of income tax effect of $503)           (1,124 )     (1,124 )  
Reclassification of net losses to net income (net of income tax effect of $264)           1,109       1,109    
Foreign currency translation adjustment           3,825       3,825    
                         
     
  Comprehensive loss                         $ (1,802 )    
                         
     
Issuance of 21,160 shares to directors for services       1   27              
Senior redeemable preferred stock dividends and accretion of senior redeemable preferred stock discount             (31,588 )        
   
 
 
 
 
       
 
Balance, October 31, 2002   $   304   490,310   (27,243 ) (478,132 )       (420,000 )
   
 
 
 
 
       
 

See accompanying notes to consolidated financial statements


SAMSONITE CORPORATION AND SUBSIDIARIES

Unaudited Consolidated Statements of Cash Flows

for the nine months ended October 31, 2002 and 2001

(In thousands)

 
  Nine Months Ended October 31,
 
 
  2002
  2001
 
Cash flows provided by operating activities:            
  Net loss   $ (5,612 ) (8,688 )
  Adjustments to reconcile net loss to net cash provided by operating activities:            
    Non-operating loss (gain) items:            
      Gain on extinguishment of debt       (1,044 )
      Loss (gain) on disposition of fixed assets, net     225   (639 )
    Depreciation and amortization of property, plant and equipment     13,441   14,708  
    Pension and other post-retirement benefit plan gains     (3,298 ) (3,831 )
    Amortization of intangible assets     1,004   3,509  
    Amortization of debt issue costs and premium     1,528   1,544  
    Provision for doubtful accounts     1,130   303  
    Provision for restructuring operations     2,241   3,700  
    Asset impairment charge     496    
    Stock issued for services     28   125  
    Changes in operating assets and liabilities:            
      Trade and other receivables     (26,982 ) 4,437  
      Inventories     13,671   (9,276 )
      Prepaid expenses and other current assets     (1,171 ) (1,617 )
      Accounts payable and accrued liabilities     23,109   10,392  
    Other adjustments—net     (2,033 ) 512  
   
 
 
Net cash provided by operating activities   $ 17,777   14,135  
   
 
 

(Continued)

See accompanying notes to consolidated financial statements


SAMSONITE CORPORATION AND SUBSIDIARIES

Unaudited Consolidated Statements of Cash Flows

for the nine months ended October 31, 2002 and 2001

(In thousands)

 
  Nine Months Ended October 31,
 
 
  2002
  2001
 
Cash flows provided by (used in) investing activities:            
  Purchases of property, plant and equipment   $ (7,305 ) (9,798 )
  Proceeds from sale of assets held for sale and property and equipment     184   3,269  
  Other, net     (82 ) (478 )
   
 
 
    Net cash used in investing activities     (7,203 ) (7,007 )
   
 
 
Cash flows provided by (used in) financing activities:            
  Net borrowings (payments) of short-term obligations     (1,333 ) (1,512 )
  Net borrowings (repayments) of long-term obligations     (61,538 ) 14,714  
  Other, net     (337 ) 721  
   
 
 
    Net cash provided by (used in) financing activities     (63,208 ) 13,923  
   
 
 
Effect of exchange rate changes on cash and cash equivalents     (1,041 ) (1,537 )
   
 
 
    Net increase (decrease) in cash and cash equivalents     (53,675 ) 19,514  
Cash and cash equivalents, beginning of period     69,390   18,760  
   
 
 
Cash and cash equivalents, end of period   $ 15,715   38,274  
   
 
 
Supplemental disclosures of cash flow information:            
  Cash paid during the period for interest   $ 25,820   26,172  
   
 
 
  Cash paid during the period for income taxes   $ 3,789   7,179  
   
 
 

See accompanying notes to consolidated financial statements


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 licenses its trademarks for distribution of fashion oriented clothing and designs and distributes footwear products in Europe, Asia and the United States. Subsequent to the Company's fiscal 2003 third quarter, the Canadian molding operation was sold.

        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 for a fair statement of the financial position as of October 31, 2002 and results of operations for the three and nine month periods ended October 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 and 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 for the three months ended October 31, 2002 and 2001 and the nine months ended October 31, 2002 and 2001 is computed based on a weighted average number of shares of common stock outstanding during the period of 19,865,573 and 19,818,543, and 19,861,690 and 19,799,606, respectively. Basic earnings per share and earnings per share—assuming dilution are the same for the three and nine month periods ended October 31, 2002 and 2001 because of the antidilutive effect of common stock equivalents when there is a net loss to common stockholders. There are options to purchase 1,829,918 and 2,233,274 shares outstanding at October 31, 2002 and 2001, respectively.

        The Company licenses its brand names to certain unrelated third parties as well as to certain of its foreign subsidiaries and joint ventures. Net sales include royalties earned of $14,234,000 and $16,833,000 for the nine months ended October 31, 2002 and 2001, respectively, and $5,073,000 and $4,771,000 for the three months ended October 31, 2002 and 2001, respectively.

        Certain reclassifications were made to the consolidated financial statements for prior periods to conform to the October 31, 2002 presentation.

        The Company accounts for derivative financial instruments in accordance with the requirements of Statement of Financial Standards 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 October 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 $720,000, 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:

 
  October 31,
2002

  January 31,
2002

 
  (In thousands)

Raw Materials   $ 18,108   19,602
Work in Process     4,905   5,455
Finished Goods     117,507   124,147
   
 
    $ 140,520   149,204
   
 

3. Property, Plant and Equipment

        Property, plant and equipment consisted of the following:

 
  October 31,
2002

  January 31,
2002

 
 
  (In thousands)

 
Land   $ 11,159   10,739  
Buildings     72,399   68,644  
Machinery, equipment and other     137,273   132,184  
   
 
 
      220,831   211,567  
Less accumulated amortization and depreciation     (108,548 ) (98,250 )
   
 
 
    $ 112,283   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 nine month period ended October 31, 2001, adjusted to exclude amortization expense for goodwill and intangibles no longer amortized under SFAS 142, is as follows:

 
  Three months ended
October 31, 2001

  Nine months ended
October 31, 2001

 
 
  (In thousands)

 
Net loss:            
  Reported net loss to common stockholders before extraordinary item   $ (15,336 ) (37,390 )
  Amortization of goodwill and other intangibles     793   2,502  
   
 
 
  Adjusted net loss to common stockholders before extraordinary item   $ (14,543 ) (34,888 )
   
 
 
  Reported net loss to common stockholders   $ (15,336 ) (36,346 )
  Amortization of goodwill and other intangibles     793   2,502  
   
 
 
  Adjusted net loss to common stockholders   $ (14,543 ) (33,844 )
   
 
 
Basic and diluted earnings per common share:            
  Reported net loss before extraordinary item   $ (0.77 ) (1.89 )
  Amortization of goodwill and other intangibles     0.04   0.13  
   
 
 
  Adjusted net loss before extraordinary item   $ (0.73 ) (1.76 )
   
 
 
  Reported net loss   $ (0.77 ) (1.84 )
  Amortization of goodwill and other intangibles     0.04   0.13  
   
 
 
  Adjusted net loss   $ (0.73 ) (1.71 )