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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)

 

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 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 (“K2’s”) 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 K2’s 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 K2’s 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 K2’s 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 K2’s 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 K2’s 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 K2’s 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