SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
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.) | |
| 5818 El Camino Real Carlsbad, California |
92008 | |
| (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 for 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 Exchange Act). Yes x No ¨
At April 30, 2005, there were 47,559,257 shares of common stock ($1.00 par value) outstanding.
PART - 1 FINANCIAL INFORMATION
| ITEM 1 | FINANCIAL STATEMENTS |
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)
(Thousands, except per share figures)
| Three months ended March 31 |
||||||||
| 2005 |
2004 |
|||||||
| (unaudited) | ||||||||
| Net sales |
$ | 318,291 | $ | 277,364 | ||||
| Cost of products sold |
215,472 | 190,731 | ||||||
| Gross profit |
102,819 | 86,633 | ||||||
| Selling expenses |
58,715 | 42,047 | ||||||
| General and administrative expenses |
34,093 | 25,064 | ||||||
| Operating income |
10,011 | 19,522 | ||||||
| Interest expense |
7,253 | 3,302 | ||||||
| Other income, net |
(721 | ) | (53 | ) | ||||
| Income before income taxes |
3,479 | 16,273 | ||||||
| Provision for income taxes |
1,155 | 5,533 | ||||||
| Net income |
$ | 2,324 | $ | 10,740 | ||||
| Basic earnings per share: |
||||||||
| Net income |
$ | 0.05 | $ | 0.31 | ||||
| Diluted earnings per share: |
||||||||
| Net income |
$ | 0.05 | $ | 0.27 | ||||
| Basic shares outstanding |
46,177 | 34,353 | ||||||
| Diluted shares outstanding |
47,502 | 43,099 | ||||||
See notes to consolidated condensed financial statements.
1
CONSOLIDATED CONDENSED BALANCE SHEETS
(Thousands, except number of shares)
| March 31 2005 |
December 31 2004 |
|||||||
| (Unaudited) | ||||||||
| Assets |
||||||||
| Current Assets |
||||||||
| Cash and cash equivalents |
$ | 39,868 | $ | 25,633 | ||||
| Accounts receivable, less allowances for doubtful accounts of $16,577 (2005) and $14,895 (2004) |
310,425 | 369,914 | ||||||
| Inventories, net |
345,160 | 325,125 | ||||||
| Deferred income taxes |
21,990 | 29,709 | ||||||
| Prepaid expenses and other current assets |
25,190 | 22,775 | ||||||
| Total current assets |
742,633 | 773,156 | ||||||
| Property, plant and equipment |
277,617 | 272,959 | ||||||
| Less allowance for depreciation and amortization |
136,748 | 131,995 | ||||||
| 140,869 | 140,964 | |||||||
| Other Assets |
||||||||
| Goodwill |
343,247 | 349,760 | ||||||
| Tradenames |
141,029 | 137,329 | ||||||
| Other intangible assets, net |
21,457 | 21,276 | ||||||
| Deferred income taxes |
7,506 | 7,506 | ||||||
| Other |
24,438 | 26,374 | ||||||
| Total Assets |
$ | 1,421,179 | $ | 1,456,365 | ||||
| Liabilities and Shareholders Equity |
||||||||
| Current Liabilities |
||||||||
| Bank loans |
$ | 9,468 | $ | 31,490 | ||||
| Accounts payable |
78,878 | 103,158 | ||||||
| Income taxes payable |
25,938 | 28,386 | ||||||
| Accrued payroll and related |
64,927 | 67,443 | ||||||
| Other accruals |
85,069 | 83,624 | ||||||
| Current portion of long-term debt |
35,650 | 35,074 | ||||||
| Total current liabilities |
299,930 | 349,175 | ||||||
| Long-term pension liabilities |
16,854 | 16,854 | ||||||
| Long-term debt |
274,255 | 250,812 | ||||||
| Deferred income taxes |
50,746 | 58,123 | ||||||
| Convertible subordinated debentures |
98,652 | 98,535 | ||||||
| Commitments and Contingencies |
||||||||
| Shareholders Equity |
||||||||
| Preferred Stock, $1 par value, authorized 12,500,000 shares, none issued |
| | ||||||
| Common Stock, $1 par value, authorized 110,000,000 shares, issued and outstanding shares - 47,559,257 in 2005 and 47,543,108 in 2004 |
47,559 | 47,543 | ||||||
| Additional paid-in capital |
502,484 | 502,322 | ||||||
| Retained earnings |
148,882 | 146,558 | ||||||
| Treasury shares at cost, 747,234 shares in 2005 and 2004 |
(9,107 | ) | (9,107 | ) | ||||
| Accumulated other comprehensive loss |
(9,076 | ) | (4,450 | ) | ||||
| Total Shareholders Equity |
680,742 | 682,866 | ||||||
| Total Liabilities and Shareholders Equity |
$ | 1,421,179 | $ | 1,456,365 | ||||
See notes to consolidated condensed financial statements.
2
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
(Thousands)
| Three months ended March 31 |
||||||||
| 2005 |
2004 |
|||||||
| (unaudited) | ||||||||
| Operating Activities |
||||||||
| Net Income |
$ | 2,324 | $ | 10,740 | ||||
| Adjustments to reconcile net income from operations to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
8,406 | 6,073 | ||||||
| Deferred taxes |
341 | 4,489 | ||||||
| Changes in current assets and current liabilities |
7,097 | (14,825 | ) | |||||
| Net cash provided by operating activities |
18,168 | 6,477 | ||||||
| Investing Activities |
||||||||
| Property, plant & equipment expenditures |
(6,757 | ) | (6,782 | ) | ||||
| Disposals of property, plant & equipment |
222 | 273 | ||||||
| Purchase of business, net of cash acquired |
(152 | ) | 1,780 | |||||
| Other items, net |
500 | (162 | ) | |||||
| Net cash used in investing activities |
(6,187 | ) | (4,891 | ) | ||||
| Financing Activities |
||||||||
| Borrowings under long-term debt |
294,000 | 172,000 | ||||||
| Payments of long-term debt |
(269,864 | ) | (173,732 | ) | ||||
| Net decrease in short-term bank loans |
(22,022 | ) | (5,197 | ) | ||||
| Exercise of stock options |
140 | 3,873 | ||||||
| Net cash provided by (used in) financing activities |
2,254 | (3,056 | ) | |||||
| Net increase (decrease) in cash and cash equivalents |
14,235 | (1,470 | ) | |||||
| Cash and cash equivalents at beginning of year |
25,633 | 21,256 | ||||||
| Cash and cash equivalents at end of period |
$ | 39,868 | $ | 19,786 | ||||
See notes to consolidated condensed financial statements.
3
K2 INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
March 31, 2005
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, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.
The consolidated condensed balance sheet at December 31, 2004 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.
K2 reports its financial statements using a 13 week quarter ending on the last Sunday of March, June, September and December. For purposes of the consolidated financial statements, the end of each quarter is stated as of March 31, June 30, September 30 and December 31, respectively.
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, 2004.
NOTE 2 Recent Accounting Pronouncements
In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 123 (Revised) Share-Based Payment. SFAS No. 123 (Revised) requires that companies recognize compensation expense equal to the fair value of stock options or other share based payments. The impact on K2s net income will include the remaining amortization of the fair value of existing options currently disclosed as pro-forma expense in Note 3 and is contingent upon the number of future options granted, the selected transition method and the selection of either the Black-Scholes or the binominal lattice model for valuing options.
On April 14, 2005, the SEC adopted a new rule that amended the compliance dates of SFAS No. 123 (Revised) to require implementation no later than the beginning of the first fiscal year beginning after June 15, 2005 (the year beginning January 1, 2006 for K2). Early adoption of SFAS No. 123 (Revised) is permissible. K2 is in the process of evaluating the use of certain option-pricing models as well as the assumptions to be used in such models. When such evaluation is complete, K2 will determine the transition method to use, the timing of adoption and the impact any change in valuation models might have.
4
K2 INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
March 31, 2005
NOTE 3 Stock Based Compensation
K2 currently 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 and pro forma net income per share, including the following weighted average assumptions used in these calculations, would have been as follows:
| For the three months ended March 31, |
||||||||
| 2005 |
2004 |
|||||||
| (Thousands, except per share data, percentages and years) |
||||||||
| Net income as reported |
$ | 2,324 | $ | 10,740 | ||||
| Add: Total stock-based compensation expense included in net income, net of taxes |
83 | | ||||||
| Less: Total stock-based compensation expense determined under fair value, based method for all awards, net of taxes |
(745 | ) | (199 | ) | ||||
| Net income, adjusted |
$ | 1,662 | $ | 10,541 | ||||
| Earnings per share: |
||||||||
| Basic-as reported |
$ | 0.05 | $ | 0.31 | ||||
| Basic-pro forma |
$ | 0.04 | $ | 0.31 | ||||
| Diluted-as reported |
$ | 0.05 | $ | 0.27 | ||||
| Diluted-pro forma |
$ | 0.03 | $ | 0.27 | ||||
| Risk free interest rate |
2.55 | % | 3.04 | % | ||||
| Expected life of options |
5 years | 5 years | ||||||
| Expected volatility |
44.2 | % | 47.3 | % | ||||
| Expected dividend yield |
| | ||||||
5
K2 INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
March 31, 2005
NOTE 3 Stock Based Compensation (Continued)
The pro forma amounts may not be representative of future disclosures since the estimated fair value of stock options is amortized to expense over the vesting period and additional options may be granted in future years. Since changes in the subjective assumptions used in the Black-Scholes model can materially affect the fair value estimate, management believes the model does not provide a reliable measure of the fair value of its options.
NOTE 4 Inventories
The components of inventories consisted of the following:
| March 31, 2005 |
December 31, 2004 | |||||
| (Thousands) | ||||||
| Finished goods |
$ | 249,831 | $ | 237,162 | ||
| Work in process |
17,203 | 15,389 | ||||
| Raw materials |
78,126 | 72,574 | ||||
| $ | 345,160 | $ | 325,125 | |||
Note 5 Acquisitions
At March 31, 2005, there was approximately $6.1 million of cash and 612,466 shares of K2 common stock held in escrow or due for payment in 2005 relating to certain acquisitions. The cash and shares will be released from escrow during 2005 through 2008 subject to final agreement between the K2 and the selling parties. The cash and shares in escrow as well as future cash payments due in 2005 have been reflected in the purchase price of the related acquisition. The shares held in escrow are reflected in the calculation of diluted earnings per share for the quarter ended March 31, 2005.
During 2004, K2 completed nine acquisitions, including the acquisitions of Fotoball USA, Inc. (later renamed K2 Licensing & Promotions, Inc.) on January 23, 2004, Ex Officio on May 12, 2004, Marmot on June 30, 2004 and Völkl and Marker on July 7, 2004 as well as five smaller acquisitions completed after March 31, 2004.
6
K2 INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
March 31, 2005
Note 5 Acquisitions (Continued)
The consolidated condensed statements of income for the three months ended March 31, 2005 includes the operating results of each of the businesses acquired in 2004, however the consolidated condensed statements of income for the three months ended March 31, 2004 does not include the results of Ex Officio, Marmot, Völkl and Marker or K2s other acquisitions completed after the 2004 first quarter since these companies were acquired by K2 subsequent to March 31, 2004. In addition, the 2004 first quarter results include less than a full three months of results of K2 Licensing & Promotions which was acquired by K2 on January 23, 2004.
The following summarized unaudited pro forma results of operations of K2 assume the acquisitions of Marmot and Völkl and Marker had occurred as of January 1, 2004, the earliest date for which information is presented below. This pro forma information does not purport to be indicative of what would have occurred had the acquisitions been made as of those dates, or of results which may occur in the future. Pro forma results of operations of K2s other acquisitions completed during 2004 have not been presented because the effects of these additional acquisitions were not material on either an individual basis or aggregate basis to K2s consolidated results of operations.
Pro Forma Information (Unaudited)
(Thousands, except per share amounts)
| For the three months ended March 31, | ||||||
| 2005 |
2004 | |||||
| Net sales |
$ | 318,291 | $ | 316,392 | ||
| Operating income |
10,011 | 14,635 | ||||
| Net income |
2,324 | 6,276 | ||||
| Diluted earnings per share |
$ | 0.05 | $ | 0.15 | ||
Pursuant to the acquisitions made by K2 during 2004 and 2003, K2 approved restructuring and exit plans related to the closure of certain facilities of the acquired companies. In accordance with Emerging Issues Task Force (EITF) 95-3, Recognition of Liabilities in Connection with a Purchase Business Combination, K2 established reserves for employee severance, employee relocation costs and lease termination costs totaling approximately $11.0 million and $5.1 million, during 2004 and 2003, respectively. These reserves were recognized as assumed liabilities of the acquired companies. The reserves established were not individually significant to any of K2s acquisitions during 2004 or 2003.
7
K2 INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
March 31, 2005
Note 5 Acquisitions (Continued)
The following table summarizes the activity in 2004 and 2005:
| Employee Severance |
Employee Relocation |
Subtotal |
Lease Termination Costs |
Total |
||||||||||||||||
| (Thousands) | ||||||||||||||||||||
| Balance at December 31, 2003 |
$ | 2,411 | $ | 816 | $ | 3,227 | $ | 1,203 | ||||||||||||