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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

Quarterly Report pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

For the quarterly period ended March 31, 2004

 

Commission File No. 1-4290

 


 

K2 INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE   95-2077125
(State of Incorporation)  

(I.R.S. Employer

Identification No.)

 

2051 Palomar Airport Road

Carlsbad, California

  92009
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (760) 494-1000

 

Former name, former address and former fiscal year, if changed since last report:

 

Not applicable

 


 

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 (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  x    No  ¨

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of April 30, 2004.

 

Common Stock, par value $1    35,576,612 Shares

 



PART—1 FINANCIAL INFORMATION

 

ITEM  1 FINANCIAL STATEMENTS

 

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)

(Thousands, except per share figures)

 

    

Three months

ended March 31


     2004

    2003

     (unaudited)

Net sales

   $ 277,364     $ 157,120

Cost of products sold

     190,731       109,976
    


 

Gross profit

     86,633       47,144

Selling expenses

     42,047       23,170

General and administrative expenses

     25,064       15,220
    


 

Operating income

     19,522       8,754

Interest expense

     3,302       1,794

Debt extinguishment costs

     —         6,745

Other (income) expense, net

     (53 )     4
    


 

Income before income taxes

     16,273       211

Provision for income taxes

     5,533       74
    


 

Net income

   $ 10,740     $ 137
    


 

Basic earnings per share:

              

Net income

   $ 0.31     $ 0.01
    


 

Diluted earnings per share:

              

Net income

   $ 0.27     $ 0.01
    


 

Basic shares outstanding

     34,353       18,262

Diluted shares outstanding

     43,099       18,471

 

See notes to consolidated condensed financial statements.

 

1


CONSOLIDATED CONDENSED BALANCE SHEETS

(Thousands, except number of shares)

 

    

March 31

2004


    December 31
2003


 
     (Unaudited)        

Assets

                

Current Assets

                

Cash and cash equivalents

   $ 19,786     $ 21,256  

Accounts receivable, net

     244,103       224,818  

Inventories, net

     215,774       237,152  

Deferred taxes and income taxes receivable

     36,971       40,023  

Prepaid expenses and other current assets

     16,393       13,083  
    


 


Total current assets

     533,027       536,332  

Property, plant and equipment

     212,533       204,738  

Less allowance for depreciation and amortization

     118,056       113,716  
    


 


       94,477       91,022  

Intangible assets, net

     239,965       228,847  

Other

     15,158       15,670  
    


 


Total Assets

   $ 882,627     $ 871,871  
    


 


Liabilities and Shareholders’ Equity

                

Current Liabilities

                

Bank loans

   $ 5,554     $ 10,751  

Accounts payable

     56,784       77,304  

Accrued payroll and related

     29,708       33,040  

Other accruals

     71,357       61,540  

Current portion of long-term debt

     62,629       72,126  
    


 


Total current liabilities

     226,032       254,761  

Long-term pension liabilities

     11,173       11,173  

Long-term debt

     42,842       35,194  

Deferred taxes

     38,636       38,636  

Convertible subordinated debentures

     98,184       98,067  

Commitments and Contingencies

                

Shareholders’ Equity

                

Preferred Stock, $1 par value, authorized 12,500,000 shares, none issued

                

Common Stock, $1 par value, authorized 60,000,000 shares, issued shares—35,672,902 in 2004 and 34,146,798 in 2003

     35,673       34,147  

Additional paid-in capital

     332,511       313,142  

Retained earnings

     118,357       107,617  

Employee Stock Ownership Plan and stock option loans

     (1,160 )     (1,214 )

Treasury shares at cost, 747,234 shares in 2004 and 2003

     (9,107 )     (9,107 )

Accumulated other comprehensive loss

     (10,514 )     (10,545 )
    


 


Total Shareholders’ Equity

     465,760       434,040  
    


 


Total Liabilities and Shareholders’ Equity

   $ 882,627     $ 871,871  
    


 


 

See notes to consolidated condensed financial statements.

 

2


CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

(Thousands)

 

    

Three months

ended March 31


 
     2004

    2003

 
Operating Activities    (unaudited)  

Net Income

   $ 10,740     $ 137  

Adjustments to reconcile net income from operations to net cash provided by operating activities:

                

Depreciation and amortization

     6,073       5,634  

Deferred taxes

     4,489       (2,008 )

Changes in current assets and current liabilities

     (14,825 )     271  
    


 


Net cash provided by operating activities

     6,477       4,034  

Investing Activities

                

Property, plant & equipment expenditures

     (6,782 )     (2,135 )

Disposals of property, plant & equipment

     273       (11 )

Purchase of business, net of cash acquired

     1,780       (365 )

Other items, net

     (162 )     1,264  
    


 


Net cash used in investing activities

     (4,891 )     (1,247 )

Financing Activities

                

Issuance of convertible subordinated debentures

     —         25,000  

Borrowings under long-term debt

     172,000       201,842  

Payments of long-term debt

     (173,732 )     (219,161 )

Net decrease in short-term bank loans

     (5,197 )     (839 )

Debt issuance costs

     —         (4,247 )

Exercise of stock options

     3,873       107  
    


 


Net cash provided by (used in) financing activities

     (3,056 )     2,702  
    


 


Net increase (decrease) in cash and cash equivalents

     (1,470 )     5,489  

Cash and cash equivalents at beginning of year

     21,256       11,228  
    


 


Cash and cash equivalents at end of period

   $ 19,786     $ 16,717  
    


 


 

See notes to consolidated condensed financial statements.

 

3


K2 INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

March 31, 2004

 

NOTE 1—Basis of Presentation

 

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States 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 accounting principles generally accepted in the United States 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 month period ended March 31, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.

 

The consolidated condensed balance sheet at December 31, 2003 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

 

The interim financial statements should be read in connection with the financial statements in K2 Inc.’s (“K2’s”) Annual Report on Form 10-K for the year ended December 31, 2003.

 

NOTE 2—Summary of Significant Accounting Policies

 

Accounts Receivable and Allowances

Accounts receivable are net of allowances for doubtful accounts of $7,677,000 at March 31, 2004 and $7,558,000 at December 31, 2003.

 

Inventories

The components of inventories consisted of the following:

 

     March 31
2004


   December 31
2003


     (Thousands)

Finished goods

   $ 153,917    $ 180,379

Work in process

     11,496      10,843

Raw materials

     50,361      45,930
    

  

     $ 215,774    $ 237,152
    

  

 

4


K2 INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

March 31, 2004

 

NOTE 2—Summary of Significant Accounting Policies (Continued)

 

Newly Adopted Accounting Standards

 

In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities” and issued FIN 46(R) in December 2003, which amended FIN 46. FIN 46 requires certain variable interest entities to be consolidated in certain circumstances by the primary beneficiary even if it lacks a controlling financial interest. Adopting FIN 46 and FIN 46(R) did not have an impact on K2’s operational results or financial position since K2 does not have any variable interest entities.

 

During 2003, the FASB revised SFAS 132, “Employers Disclosures about Pensions and Other Postretirement Benefits”: This statement revises employers’ disclosures about pension plans and other postretirement benefit plans. It requires disclosures beyond those in the original SFAS 132 about the assets, obligations, cash flows and net periodic benefit cost of defined benefit pension plans and other defined postretirement plans.

 

In addition, the revised statement requires interim-period disclosures regarding the amount of net periodic benefit cost recognized and the total amount of the employers’ contributions paid and expected to be paid during the current fiscal year. It does not change the measurement or recognition of those plans.

 

The following table provides the components of benefit costs for the quarters ended March 31:

 

   

For the quarter ended

March 31


 
(Thousands)   2004

    2003

 

Service cost

  $ 450     $ 420  

Interest cost

          1,030       1,030  

Expected return on assets

    (910 )     (890 )

Amortization of:

               

Prior service cost

    15       20  

Actuarial loss

    135       260  

Curtailment/settlement loss recognized

    —         10  
   


 


Total net periodic benefit cost

  $ 720     $ 850  
   


 


 

K2’s expected contribution to its pension plans in 2004 is $4,000,000. No contributions were made by K2 to the plans for the quarter ended March 31, 2004.

 

5


K2 INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

March 31, 2004

 

NOTE 3—Stock Based Compensation

 

K2 applies the provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” which allows entities to continue to apply the provisions of Accounting Principles Board (“APB”) Opinion No. 25 “Accounting for Stock Issued to Employees,” and related interpretations and provide pro forma net income and pro forma net income per share disclosures for employee stock option grants made as if the fair-value-based method defined in SFAS No. 123 had been applied. K2 has elected to continue to apply the provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions of SFAS No. 123. As such, compensation expense for stock options issued to employees is recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. Had compensation cost been determined based upon the fair value at the grant date for K2’s stock options under SFAS No. 123 using the Black Scholes option pricing model, pro forma net income (loss) and pro forma net income (loss) per share, including the following weighted average assumptions used in these calculations, would have been as follows:

 

     Quarter ended March 31

 
     2004

    2003

 
    

(Thousands, except per share data,

percentages and years)

 

Net income, as reported

   $ 10,740     $ 137  

Less: Total stock-based compensation expense determined under fair value based method for all awards, net of taxes

     85       95  
    


 


Net income, adjusted

   $ 10,655     $ 42  
    


 


Earnings per share:

                

Basic—as reported

   $ 0.31     $ 0.01  

Basic—pro forma

   $ 0.31     $ 0.00  

Diluted—as reported

   $ 0.27     $ 0.01  

Diluted—pro forma

   $ 0.27     $ 0.00  

Risk free interest rate

     2.63 %     2.63 %

Expected life of options

     5 years       5 years  

Expected volatility

     50.4 %     50.4 %

Expected dividend yield

     —         —    

 

6


K2 INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

March 31, 2004

 

Note 4—Acquisitions

 

On January 23, 2004, K2 completed the acquisition of Fotoball USA, Inc., (“Fotoball”), a marketer and manufacturer of souvenir and promotional products, principally for team sports, in a stock-for-stock exchange offer/merger transaction. Under the terms of the merger, each outstanding share of Fotoball common stock was converted into 0.2757 shares of common stock of K2 for a total of approximately 1.0 million shares of K2’s common stock. Based on a $15.36 per share K2 common stock price, the transaction was valued at approximately $16.9 million plus estimated merger costs of approximately $1.2 million. The purchase price included fully vested K2 stock options issued in exchange for Fotoball stock options outstanding at the time of the acquisition with a value of approximately $1.5 million. The value of the K2 stock options issued in exchange for the Fotoball stock options outstanding was based on a Black-Scholes estimate using the following assumptions: risk free interest rate of 3.00%, volatility of K2 stock of 0.478 and expected life of 4.00 years. The results of the operations of Fotoball were included in the consolidated financial statements of K2 beginning with the date of the merger. Subsequent to the completion of the merger, K2 changed the name of Fotoball to K2 Licensing & Promotions, Inc.

 

This transaction is accounted for under the purchase method of accounting, and accordingly the purchased assets and liabilities are recorded at their estimated fair values at the date of the merger. The preliminary purchase price allocation resulted in an excess of the purchase price over net tangible assets acquired of $11.2 million. This preliminary allocation assumes the excess purchase price will be allocated to goodwill, and is thus not amortized, however the final allocation could include identifiable intangible assets with finite and indefinite lives separate from goodwill. Should there be assets with finite lives, those assets would be subject to amortization resulting in additional amortization expense. The final allocation of the purchase price will be completed during the 2004 second quarter based on K2’s final evaluation of such assets and liabilities.

 

7


K2 INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

March 31, 2004

 

Note 4—Acquisitions (Continued)

 

During 2003, K2 completed seven acquisitions, including the acquisition of Rawlings Sporting Goods Company, Inc. (“Rawlings”), on March 26, 2003, Worth, Inc. (“Worth), on September 16, 2003 and Brass Eagle, Inc. (“Brass Eagle”), on December 8, 2003 and four smaller acquisitions. The consolidated condensed statement of operations for the quarter ended March 31, 2004 includes the operating results of each of the acquired businesses in 2003 and of Fotoball since the date of acquisition, however the consolidated condensed statement of operations for the quarter ended March 31, 2003 does not include the operating results of the businesses acquired since the acquisitions of each of these businesses (except for Rawlings) were completed subsequent to March 31, 2003, and Rawlings was completed on March 26, 2003. The purchase price of one of the smaller acquisitions made during 2003 is subject to earn out provisions which may result in an additional payment of up to $7.5 million in the form of K2 common stock or cash in the second quarter of 2004.

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