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) |
Registrants 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 registrants classes of common stock as of April 30, 2004.
| Common Stock, par value $1 | 35,576,612 Shares |
PART1 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 shares35,672,902 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 1Basis 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 (K2s) Annual Report on Form 10-K for the year ended December 31, 2003.
NOTE 2Summary 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 2Summary 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 K2s 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 | ||||
K2s 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 3Stock 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 K2s 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: |
||||||||
| Basicas reported |
$ | 0.31 | $ | 0.01 | ||||
| Basicpro forma |
$ | 0.31 | $ | 0.00 | ||||
| Dilutedas reported |
$ | 0.27 | $ | 0.01 | ||||
| Dilutedpro 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 4Acquisitions
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 K2s 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 K2s final evaluation of such assets and liabilities.
7
K2 INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
March 31, 2004
Note 4Acquisitions (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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