Exhibit 99.1
| | |
Contacts: | | Dudley W. Mendenhall |
| | | K2 Inc. |
| | | Sr. Vice President and Chief Financial Officer |
| | | 760.494.1000 |
| |
| | | Andrew Greenebaum/Chad Jacobs- Investor Relations |
| | | Integrated Corporate Relations |
| | | 310.395.2215 or 203.682.8200 |
K2 INC. REPORTS THIRD QUARTER 2005 AND
RE-AFFIRMS GUIDANCE FOR FISCAL YEAR 2005
| | • | | Q3 2005 GAAP diluted earnings per share of $0.32 and Adjusted diluted earnings per share of $0.34 |
| | • | | For fiscal year 2005, K2 re-affirms GAAP diluted earnings per share forecast of $0.66 to $0.68 and Adjusted diluted earnings per share of $0.75 to $0.77 |
Carlsbad, California – October 19, 2005— K2 Inc. (NYSE: KTO) today reported net sales for the third quarter ended September 30, 2005 of $340.4 million versus $333.5 million in the prior year. GAAP diluted earnings per share were $0.32 in the third quarter of 2005 as compared to $0.26 for the third quarter of 2004. Operating income in the third quarter of 2005 was $32.0 million as compared to $27.6 million for the 2004 comparable period, and net income for the 2005 third quarter was $16.7 million, as compared to $13.2 million for the third quarter of 2004.
Net sales for the nine month period ended September 30, 2005 were $960.1 million, an increase of 11.4% over the 2004 comparable period, and operating profit for the period was $50.4 million as compared to $59.5 million for the 2004 nine month period. Lower profitability in the first nine months of 2005 as compared to 2004 is principally attributable to lower paintball sales as discussed below and the acquisitions of Völkl, Marker and Marmot in the third quarter of 2004, as these product lines have higher levels of fixed expenses as compared to K2’s other business lines, and are seasonally slow from a sales standpoint in the first and second quarters. GAAP diluted earnings per share were $0.42 for the first nine months of 2005. Details on earnings per share calculations are provided in Table A below.
Richard Heckmann, Chairman and Chief Executive Officer, said, “We generated strong results in the third quarter, with a 16% increase in operating income and a 23% increase in GAAP diluted earnings per share over the comparable 2004 period, despite the previously announced and continuing weakness in paintball. The biggest profit contributors in the third quarter were K2, Völkl, and Marker winter products, as we experienced significant profit growth in those product lines due to our ongoing integration efforts and back-office efficiencies. Apparel and Footwear continued their previous trend line of consistent growth in sales and operating income, and Marine and Outdoor and Team Sports segments, despite a seasonally slow quarter, also generated strong results. As we had previously forecast, S,G&A expenses remained flat on a percentage basis over 2004 levels. As we look forward to the remainder of the year, we are optimistic about the strength of our brands, but we continue to have concerns about consumer confidence given the uncertainties of higher fuel and energy costs, rising interest rates, and general economic conditions.”
Review of 2005 Third Quarter Sales and Profit Results
Sales Trends
K2’s net sales in the third quarter of 2005 were $340.4 million as compared to $333.5 million in the comparable 2004 period, which reflects a sales increase of 2.1%. If the decline in the sale of paintball products is excluded from these results, K2’s other product lines generated sales growth of 4.2% in the quarter.
Profit Trends
Gross profit as a percentage of net sales in the third quarter of 2005 increased to 36.8%, as compared to 35.7% in the comparable 2004 period. The improvement in the 2005 third quarter was attributable to higher gross margins in the winter products component of Action Sports and Marine and Outdoor segments.
Operating income as a percentage of net sales for the third quarter of 2005 was 9.4% compared to 8.3% in the comparable 2004 period. Higher operating income was due to an expansion of gross margins, and flat selling, general and administrative expenses of 27.4% of net sales in the third quarter of 2005 as compared to 27.5% of net sales in the prior year’s third quarter.
Third Quarter Segment Review
Due to the acquisitions of Ex Officio and Marmot in the 2004 second and third quarters, respectively, K2 formed an Apparel and Footwear segment in the 2004 third quarter that also includes Earth Products. Earth Products was formerly included in the Action Sports segment.
Marine and Outdoor
Shakespeare® fishing tackle and monofilament, and Stearns® marine and outdoor products generated net sales of $79.1 million in the third quarter of 2005, an increase of 16.0% from the comparable quarter in 2004. Sales increases were driven by growth in Pfleuger® reels, Shakespeare® kits and combos, antennas, Hodgman® waders (acquired in second quarter 2005), Mad Dog® ATV accessories, and continued growth in floatation products.
Team Sports
In a seasonally slow quarter, Rawlings, Worth, and K2 Licensed Products had total net sales of $45.8 million in the 2005 third quarter, an increase of 14.2% from the comparable quarter in 2004. The improvement was due to increases in most major product categories, with particular strength in the sales of high performance aluminum and Miken® composite softball bats.
Action Sports
Net sales of skis, snowboards, in-line skates, bikes, snowshoes and paintball products totaled $163.2 million in the third quarter of 2005 as compared to $180.1 million in the 2004 third quarter. K2® branded alpine ski products generated significant growth in the quarter, which was offset by declines in paintball products as previously disclosed and sales of snowboards as well as a reduction in bike sales resulting from K2’s decision to license this business in the third quarter of 2005. Sales of Völkl branded ski products were down in the third quarter of 2005 versus 2004 due to softness in the premium end of the market.
Apparel and Footwear
Earth Products, Ex Officio and Marmot had net sales of $52.3 million in the third quarter of 2005, an increase of 16.0% over the 2004 period. The increase was driven by significant growth in Adio® technical skate footwear and Marmot® technical apparel and outerwear.
The segment information presented below is for the three months ended September 30:
| | | | | | | | | | | | | | |
| | | Sales to Unaffiliated Customers
| | Operating Profit (Loss)
| |
| | | 2005
| | 2004
| | 2005
| | | 2004
| |
| | | (in millions) | |
Marine and Outdoor | | $ | 79.1 | | $ | 68.2 | | $ | 8.5 | | | $ | 6.7 | |
Team Sports | | | 45.8 | | | 40.1 | | | (4.9 | ) | | | (5.2 | ) |
Action Sports | | | 163.2 | | | 180.1 | | | 25.0 | | | | 23.2 | |
Apparel and Footwear | | | 52.3 | | | 45.1 | | | 6.4 | | | | 6.1 | |
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Total segment data | | $ | 340.4 | | $ | 333.5 | | | 35.0 | | | | 30.8 | |
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Corporate expenses, net | | | | | | | | | (2.4 | ) | | | (2.8 | ) |
Interest expense | | | | | | | | | (7.5 | ) | | | (7.3 | ) |
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Income before provision for income taxes | | | | | | | | $ | 25.1 | | | $ | 20.7 | |
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Balance Sheet
At September 30, 2005, accounts receivable was $343.2 million as compared to $334.7 million at September 30, 2004 primarily due to sales growth. Inventories at September 30, 2005 increased to $372.8 million from $307.1 million at September 30, 2004 due to sales growth and higher inventories at Stearns and Rawlings for new product lines.
K2’s total debt increased to $437.9 million at September 30, 2005 from $383.2 million at September 30, 2004. The increase in debt from September 30, 2004 is primarily the result of sales growth and higher inventories at Stearns and Rawlings.
Common stock outstanding increased to 46.9 million shares issued and outstanding at September 30, 2005 from 46.6 million shares issued and outstanding at September 30, 2004.
Cash Flow
At the end of the of the third quarter of 2005, debt, net of cash, was $420.4 million and the twelve month trailing EBITDA (as defined below) was $108.7 million, for a ratio of net debt to EBITDA of 3.9 times.
See Table B below for a reconciliation of U.S. generally accepted accounting principles (“GAAP”) to EBITDA .
Sarbanes-Oxley Act of 2002
Section 404 of the Sarbanes-Oxley Act of 2002 requires K2 to provide management’s annual report on its assessment of the effectiveness of its internal control over financial reporting and, in connection with such assessment, an attestation report from its independent registered public accountant, Ernst & Young LLP. In order to comply with the requirements of Section 404, K2 incurred total expenses of approximately $2.5 million in 2004, and projects total expenses of approximately $3.1 million in 2005.
Pro Forma Adjusted Presentation
K2 Inc. is providing actual results and forecast guidance on a financial basis in accordance with GAAP, and on a pro forma adjusted basis (“Pro Forma Adjusted”) that excludes the impact of certain non-cash expenses including: amortization of purchased intangibles resulting from K2’s acquisition activities; amortization expense associated with the increase in fair market values of the inventories of acquired companies; amortization of capitalized debt costs incurred in connection with K2’s credit facilities; and
non-cash stock-based compensation expense. In addition, the Pro Forma Adjusted results reflect the pro forma results of the acquisitions of Völkl, Marker and Marmot as if they were acquired on January 1, 2004, the pro forma impact of additional interest expense resulting from K2’s issuance of $200 million of senior notes used for these acquisitions as if the notes were issued on January 1, 2004 and the pro forma impact of additional shares of common stock resulting from the acquisitions and K2’s equity offering in July 2004 as if the acquisitions and the equity offering were completed on January 1, 2004. See Table B below for a further explanation of the “Pro Forma Adjusted” presentation.
On June 30, 2004, K2 acquired Marmot, a premium manufacturer of technical performance apparel, and on July 7, 2004 acquired Völkl and Marker, premium manufacturers of alpine skis, bindings and snowboards. Due to the seasonality of their product lines, Völkl, Marker, and Marmot normally incur losses in the first and second quarters, and are profitable in the last two quarters of the year. As detailed in Table B, Pro Forma Adjusted diluted earnings per share for the three and nine months ended September 30, 2004 equals $0.28 and $0.42, respectively, assuming the acquisitions of Völkl, Marker and Marmot were completed on January 1, 2004. These results do 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. These adjustments also do not include the results of operations of certain other acquisitions completed by K2 after the 2004 second quarter because the effects of such acquisitions were not material on either an individual basis or in the aggregate to K2’s consolidated results of operations.
K2’s management believes the Pro Forma Adjusted financial measures for 2004 and 2005, although not indicative of future performance, are useful for comparison against K2’s historical and future operations.
Outlook for 2005
For fiscal year 2005, K2 forecasts GAAP diluted earnings per share in the range of $0.66 to $0.68 and Adjusted diluted earnings per share in the range of $0.75 to $0.77, in each case based on assumed fully diluted shares outstanding of 55.2 million. For the same period, K2 forecasts GAAP basic earnings per share in the range of $0.70 to $0.73 and Adjusted basic earnings per share in the range of $0.81 to $0.84, in each case based on assumed basic shares outstanding of 46.2 million.
For the fourth quarter of 2005, K2 forecasts GAAP diluted earnings per share in the range of $0.23 to $0.25.
Table C provides a reconciliation of GAAP operating income to Adjusted operating income and GAAP net income to Adjusted net income for the forecast twelve months ended December 31, 2005.
Investor Conference Call
K2’s regular quarterly earnings conference call is scheduled to begin at 1:30 p.m. Pacific Daylight Time (USA), on Wednesday, October 19, 2005. K2 plans to do a live broadcast of the conference call over the Internet. Investors can listen to the live webcast at www.k2inc.net and www.fulldisclosure.com. For those who are not available for the live broadcast, the call will be archived on www.fulldisclosure.com.
About K2 Inc.
K2 Inc. is a premier, branded consumer products company with a portfolio of leading brands including Shakespeare®, Pflueger® and Stearns® in the Marine and Outdoor segment; Rawlings®, Worth®, and K2 Licensed Products® in the Team Sports segment; K2®, Völkl®, Marker®, Ride® and Brass Eagle® in the Action Sports segment; and, Adio®, Marmot® and Ex Officio® in the Apparel and Footwear segment. K2’s diversified mix of products is used primarily in team and individual sports activities such as fishing, watersports activities, baseball, softball, alpine skiing, snowboarding and in-line skating. Among K2’s other branded products are Hodgman® waders, Miken® softball bats, Tubbs® and Atlas® snowshoes, JT® and Worr Games® paintball products, Planet Earth® apparel, Hawk® skateboard shoes, and Sospenders® personal flotation devices.
Adio®, Atlas®, Brass Eagle®, Ex Officio®, Hawk® skateboard shoes, Hodgman®, JT®, K2®, Marker®, Marmot®, Pflueger®, Planet Earth®, Rawlings®, Ride®, Shakespeare®, Sospenders®, Stearns®, Tubbs®, Völkl®, Worth® and Worr Games®, are trademarks or registered trademarks of K2 Inc. or its subsidiaries in the United States or other countries.
Safe Harbor Statement
This news release includes forward-looking statements. K2 cautions that these statements are qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements, including but not limited to K2’s ability to successfully execute its acquisition plans and growth strategy, integration of acquired businesses, weather conditions, consumer spending, continued success of manufacturing in China, global economic conditions, product demand, financial market performance, and other risks described in K2’s most recent annual report on Form 10-K, previous quarterly reports on Form 10-Q, and current reports on Form 8-K, each as filed with the Securities and Exchange Commission. K2 cautions that the foregoing list of important factors is not exclusive, any forward-looking statements included in this news release is made as of the date of this news release, and K2 does not undertake to update any forward-looking statement.
# # #
(Tables Follow)
K2 INC.
STATEMENTS OF INCOME
(unaudited)
(thousands except for per share figures)
| | | | | | | | | | | | | | | | |
| | | THIRD QUARTER
ended September 30
| | | NINE MONTHS ended September 30
| |
| | | 2005
| | | 2004
| | | 2005
| | | 2004
| |
Net sales | | $ | 340,352 | | | $ | 333,460 | | | $ | 960,068 | | | $ | 861,811 | |
Cost of products sold | | | 215,225 | | | | 214,274 | | | | 632,364 | | | | 578,627 | |
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Gross profit | | | 125,127 | | | | 119,186 | | | | 327,704 | | | | 283,184 | |
Selling expenses | | | 57,305 | | | | 56,736 | | | | 170,522 | | | | 140,349 | |
General and administrative expenses | | | 35,809 | | | | 34,877 | | | | 106,812 | | | | 83,295 | |
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Operating income | | | 32,013 | | | | 27,573 | | | | 50,370 | | | | 59,540 | |
Interest expense | | | 7,519 | | | | 7,299 | | | | 22,057 | | | | 13,811 | |
Other income, net | | | (583 | ) | | | (426 | ) | | | (2,421 | ) | | | (604 | ) |
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Income before provision for income taxes | | | 25,077 | | | | 20,700 | | | | 30,734 | | | | 46,333 | |
Provision for income taxes | | | 8,337 | | | | 7,502 | | | | 10,217 | | | | 16,217 | |
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Net income | | $ | 16,740 | | | $ | 13,198 | | | $ | 20,517 | | | $ | 30,116 | |
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Basic earnings per share: | | | | | | | | | | | | | | | | |
Net income | | | 0.36 | | | | 0.28 | | | | 0.44 | | | | 0.78 | |
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Diluted earnings per share: | | | | | | | | | | | | | | | | |
Net income | | $ | 0.32 | | | $ | 0.26 | | | $ | 0.42 | | | $ | 0.69 | |
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Shares: | | | | | | | | | | | | | | | | |
Basic | | | 46,326 | | | | 46,472 | | | | 46,240 | | | | 38,753 | |
Diluted | | | 55,190 | | | | 55,148 | | | | 55,224 | | | | 47,503 | |
(more)
K2 INC.
SELECTED BALANCE SHEET INFORMATION
(unaudited)
(in thousands)
| | | | | | |
| | | As of September 30
|
| | | 2005
| | 2004
|
Cash | | $ | 17,458 | | $ | 37,196 |
Accounts receivable, net | | | 343,188 | | | 334,650 |
Inventories, net | | | 372,803 | | | 307,140 |
Total current assets | | | 773,310 | | | 736,994 |
Accounts payable | | | 84,102 | | | 95,300 |
Total debt | | | 437,904 | | | 383,172 |
Shareholders’ equity | | $ | 691,555 | | $ | 666,336 |
(more)
K2 INC.
SELECTED CASH FLOWS INFORMATION
(unaudited)
(thousands)
| | | | | | | | |
| | | Nine Months Ended September 30
| |
| | | 2005
| | | 2004
| |
Operating Activities | | | | | | | | |
Net Income | | $ | 20,517 | | | $ | 30,116 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Depreciation and amortization | | | 26,900 | | | | 19,879 | |
Deferred taxes | | | 8,731 | | | | 13,343 | |
Changes in operating assets and liabilities | | | (50,075 | ) | | | (46,066 | ) |
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Net cash provided by operating activities | | | 6,073 | | | | 17,272 | |
Investing Activities | | | | | | | | |
Property, plant & equipment expenditures, net | | | (27,001 | ) | | | (23,861 | ) |
Purchases of businesses, net of cash acquired | | | (17,184 | ) | | | (113,467 | ) |
Other items, net | | | 7,469 | | | | (1,474 | ) |
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Net cash used in investing activities | | | (36,716 | ) | | | (138,802 | ) |
Financing Activities | | | | | | | | |
Net borrowings under long-term debt | | | 23,309 | | | | 55,593 | |
Net decrease in short-term bank loans | | | (1,316 | ) | | | (15,956 | ) |
Net proceeds from equity issuance | | | — | | | | 93,740 | |
Exercise of stock options | | | 475 | | | | 4,093 | |
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Net cash provided by financing activities | | | 22,468 | | | | 137,470 | |
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Net increase (decrease) in cash and cash equivalents | | | (8,175 | ) | | | 15,940 | |
Cash and cash equivalents at beginning of year | | | 25,633 | | | | 21,256 | |
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Cash and cash equivalents at end of period | | $ | 17,458 | | | $ | 37,196 | |
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(more)
TABLE A
K2 Inc. Reconciliation of Diluted Shares and Earnings Per Share
(unaudited)
(in thousands, except for per share amounts)
| | | | | | |
| | | Quarter
Ended
| | Nine Months
Ended
|
| | | September 30, 2005
|
Period ended September 30, 2005 - basic shares (a) | | | 46,326 | | | 46,240 |
Assumed conversion of subordinated convertible debentures | | | 7,803 | | | 7,803 |
Dilutive impact of stock options, restricted stock awards, warrants and shares in escrow | | | 1,061 | | | 1,181 |
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Period ended September 30, 2005 - diluted shares (b) | | | 55,190 | | | 55,224 |
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Net income for the period ended September 30, 2005 (c) | | | 16,740 | | | 20,517 |
Add: Interest component on assumed conversion of subordinated debentures, net of taxes | | | 928 | | | 2,784 |
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Net income, adjusted for the period ended September 30, 2005 (d) | | $ | 17,668 | | $ | 23,301 |
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Period ended September 30, 2005 - basic earnings per share (c)/(a) | | $ | 0.36 | | $ | 0.44 |
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Period ended September 30, 2005 - diluted earnings per share (d)/(b) | | $ | 0.32 | | $ | 0.42 |
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(more)
TABLE B
K2 Inc.
Reconciliation of GAAP Actual Results to Pro Forma Adjusted Results
(in thousands, except for per share amounts)
(unaudited)
| | | | | | | | | | | | | |
| | | Three Months
Ended
September 30, 2005
| | Three Months
Ended
September 30, 2004
| | Nine Months
Ended
September 30, 2005
| | Nine Months
Ended
September 30, 2004
| |
Net Sales Reconciliation: | | | | | | | | | | | | | |
GAAP Net Sales (a) | | $ | 340,352 | | $ | 333,460 | | $ | 960,068 | | $ | 861,811 | |
Add: Net sales (for the periods prior to the date of acquisition) relating to significant acquisitions made by K2 during 2004 (b) | | | — | | | — | | | — | | | 58,050 | |
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Pro Forma Net Sales | | $ | 340,352 | | $ | 333,460 | | $ | 960,068 | | $ | 919,861 | |
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Operating Income Reconciliation: | | | | | | | | | | | | | |
GAAP Operating Income (a) | | $ | 32,013 | | $ | 27,573 | | $ | 50,370 | | $ | 59,540 | |
Add: Operating loss (for the periods prior to the date of acquisition) relating to significant acquisitions made by K2 during 2004 (b) | | | — | | | — | | | — | | | (15,433 | ) |
Amortization of acquired intangibles and amortization of increase in fair value of inventories of acquired companies (c) | | | 1,162 | | | 1,765 | | | 3,252 | | | 5,306 | |
Non-cash stock compensation expense (d) | | | 258 | | | — | | | 619 | | | — | |
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Pro Forma Adjusted Operating Income | | $ | 33,433 | | $ | 29,338 | | $ | 54,241 | | $ | 49,413 | |
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Net Income Reconciliation: | | | | | | | | | | | | | |
GAAP Net Income (a) | | $ | 16,740 | | $ | 13,198 | | $ | 20,517 | | $ | 30,116 | |
Add: Net loss (for the periods prior to the date of acquisition) relating to significant acquisitions made by K2 during 2004 (b) | | | — | | | — | | | — | | | (11,972 | ) |
Amortization of acquired intangibles and amortization of increase in fair value of inventories of acquired companies, net of taxes (c) | | | 776 | | | 1,126 | | | 2,171 | | | 3,449 | |
Non-cash stock compensation expense, net of taxes (d) | | | 172 | | | — | | | 413 | | | — | |
Amortization of capitalized debt costs, net of taxes (e) | | | 417 | | | 397 | | | 1,251 | | | 1,204 | |
Less: Additional interest expense from issuance of senior notes in July 2004, net of taxes (f) | | | — | | | — | | | — | | | (2,716 | ) |
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Pro Forma Adjusted Net Income | | $ | 18,105 | | $ | 14,722 | | $ | 24,352 | | $ | 20,081 | |
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GAAP Basic Shares Outstanding | | | 46,326 | | | 46,472 | | | 46,240 | | | 38,753 | |
Pro Forma Basic Shares Outstanding (g) | | | 46,326 | | | 46,472 | | | 46,240 | | | 46,128 | |
GAAP Diluted Shares Outstanding | | | 55,190 | | | 55,148 | | | 55,224 | | | 47,503 | |
Pro Forma Diluted Shares Outstanding (g) | | | 55,190 | | | 55,148 | | | 55,224 | | | 54,877 | |
GAAP Basic EPS | | $ | 0.36 | | $ | 0.28 | | $ | 0.44 | | $ | 0.78 | |
Pro Forma Adjusted Basic EPS | | $ | 0.39 | | $ | 0.32 | | $ | 0.53 | | $ | 0.44 | |
GAAP Diluted EPS | | $ | 0.32 | | $ | 0.26 | | $ | 0.42 | | $ | 0.69 | |
Pro Forma Adjusted Diluted EPS | | $ | 0.34 | | $ | 0.28 | | $ | 0.49 | | $ | 0.42 | |
Calculation of EBITDA (h): | | | | | | | | | | | | | |
GAAP Operating Income (a) | | $ | 32,013 | | $ | 27,573 | | $ | 50,370 | | $ | 59,540 | |
Depreciation and Amortization | | | 9,256 | | | 7,323 | | | 25,645 | | | 21,090 | |
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EBITDA | | $ | 41,269 | | $ | 34,896 | | $ | 76,015 | | $ | 80,630 | |
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| | | | | | | Twelve months ended
| |
| | | | |
| | | | | | | September 30, 2005
| | September 30, 2004
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Calculation of EBITDA (h): | | | | | | | | | | | | | |
GAAP Operating Income (a) | | | | | | | | $ | 71,850 | | $ | 64,989 | |
Depreciation and Amortization | | | | | | | | | 36,837 | | | 29,809 | |
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EBITDA | | | | | | | | $ | 108,687 | | $ | 94,798 | |
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See accompanying footnotes and related information for Table B below.
TABLE C
K2 Inc.
Reconciliation of Forecast GAAP to Forecast Adjusted Results
(in thousands, except for per share amounts)
| | | | | | |
| | | Forecast Twelve Months Ended December 31, 2005
|
| | | Low
| | High
|
Net Sales | | $ | 1,290,000 | | $ | 1,315,000 |
Operating Income Reconciliation: | | | | | | |
GAAP Operating Income (a) | | $ | 75,500 | | $ | 77,500 |
Add: Amortization of acquired intangibles and amortization of increase in fair value of inventories of acquired companies (b) | | | 4,290 | | | 4,290 |
Non-cash stock compensation expense (c) | | | 872 | | | 872 |
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Adjusted Operating Income | | $ | 80,662 | | $ | 82,662 |
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Net Income Reconciliation: | | | | | | |
GAAP Net Income (a) | | $ | 32,500 | | $ | 33,835 |
Add: Amortization of acquired intangibles and amortization of increase in fair value of inventories of acquired companies, net of taxes (b) | | | 2,864 | | | 2,864 |
Non-cash stock compensation expense, net of taxes (c) | | | 582 | | | 582 |
Amortization of capitalized debt costs, net of taxes (d) | | | 1,674 | | | 1,674 |
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Adjusted Net Income | | $ | 37,620 | | $ | 38,955 |
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GAAP and Adjusted Basic Shares Outstanding | | | 46,270 | | | 46,270 |
GAAP and Adjusted Diluted Shares Outstanding | | | 55,218 | | | 55,218 |
GAAP Basic EPS | | $ | 0.70 | | $ | 0.73 |
GAAP Diluted EPS | | $ | 0.66 | | $ | 0.68 |
Adjusted Basic EPS | | $ | 0.81 | | $ | 0.84 |
Adjusted Diluted EPS | | $ | 0.75 | | $ | 0.77 |
See accompanying footnotes and related information for Table C below.
FOOTNOTES AND RELATED INFORMATION FOR TABLE B
Explanation of adjustments:
(in thousands)
| (a) | Amounts represent K2’s results of operations for the periods presented in accordance with U.S. generally accepted accounting principles. |
| (b) | Adjustment reflects the additional unaudited results of operations prior to the acquisition by K2 as if each significant acquisition completed by K2 on or after June 30, 2004 was included in K2’s results for the quarter and nine months ended September 30, 2004. For purposes of this calculation K2’s significant acquisitions during 2004 consisted of: Marmot acquired on June 30, 2004; and Völkl and Marker acquired on July 7, 2004. |
| (c) | Adjustment represents the non-cash amortization expense associated with acquired intangible assets and the non-cash amortization expense associated with the increase to fair market value of acquired inventories, resulting from K2’s acquisition activities. |
| (d) | Adjustment represents the non-cash compensation expense resulting from restricted stock awards and modifications to stock option awards. |
| (e) | Adjustment represents non-cash amortization expense of capitalized debt costs associated with K2’s revolving credit facility, convertible subordinated debentures and senior notes. These capitalized costs are amortized over the term of the related debt. |
| (f) | Adjustment reflects the increase in interest expense for the period as if the $200,000 in senior notes were issued on January 1, 2004 and outstanding for the entire nine month period ended September 30, 2004. The senior notes were issued on July 1, 2004 in connection with the acquisitions of Völkl, Marker and Marmot. |
| (g) | Pro Forma basic and diluted shares outstanding reflects the increase to GAAP basic and diluted shares as if the shares of K2 common stock issued in connection with the acquisitions of Völkl, Marker and Marmot and the public offering of K2 common stock were issued on January 1, 2004. |
| (h) | Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) included in this press release is a non-GAAP financial measure which represents net income excluding the effects of interest, income taxes, depreciation, and amortization. EBITDA, as defined above, may not be similar to EBITDA measures used by other companies and is not a measurement under GAAP. We believe that EBITDA provides useful information to investors about K2’s performance because it eliminates the effects of period-to-period changes in costs associated with capital investments that are not directly attributable to the underlying performance of K2’s business operations. Management uses EBITDA in evaluating the overall performance of K2’s business operations. |
Intangible Assets and Goodwill
K2 is monitoring the softness in consumer demand for paintball products within its Action Sports segment and has determined that currently there are no indicators of impairment with respect to certain indefinite and finite-lived intangibles. In the event consumer demand continues to remain soft for paintball products, K2 may be required to record an impairment charge in future periods related to indefinite and finite-lived intangibles within the Action Sports segment.
Use of Pro Forma Adjusted Financial Information
(in thousands, except for per share figures)
To supplement the results presented in accordance with U.S. generally accepted accounting principles (GAAP), for the three and nine months ended September 30, 2004 and 2005, K2 also used Pro Forma Adjusted measures of operating income, net income and earnings per share, which are adjusted from the GAAP-based results to include the results of operations of significant acquisitions and related costs prior to their date of acquisition and to exclude certain non-cash costs and expenses. These adjustments are not in accordance with, or an alternative for, GAAP. These adjustments are provided to enhance an overall understanding of K2’s financial performance for the three and nine months ended September 30, 2004 and 2005 and are indicators management uses for planning and forecasting future periods.
Pro Forma adjustments include the unaudited financial results giving effect to the acquisition by K2 of Völkl, Marker and Marmot as if the acquisitions were completed on January 1, 2004, the first day of the first period for which pro forma financial information is presented. The adjustments to reflect the financial results of Völkl, Marker and Marmot do 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. Adjustments to include the results of operations of other additional acquisitions completed by K2 after the 2004 second quarter have not been made because the effects of these additional acquisitions were not material on either an individual basis or in the aggregate to K2’s consolidated results of operations.
In 2004, K2 included an adjustment to reflect additional interest expense as if the $200,000 in senior notes K2 issued in connection with the acquisitions of Völkl, Marker and Marmot were issued on January 1, 2004, and adjustments to reflect the issuance of additional shares of common stock for the acquisitions and K2’s July 2004 equity offering as if they were completed on January 1, 2004.
In 2004 and 2005, the excluded items include certain non-cash costs and expenses associated with K2’s acquisition activities as well as non-cash stock-based compensation expense associated with restricted stock awards because K2 management does not believe these non-cash expenses are indicative of K2’s core business. Even though such items have recurred in the past and may recur in future periods, they are driven by events such as acquisitions that are not directly related to K2’s ongoing core business operations. K2 will continue to exclude such items in its Pro Forma Adjusted results. These financial measures are not to be considered in isolation from, or as a substitute for, financial results prepared in accordance with GAAP.
K2’s management believes the Pro Forma Adjusted financial measures for 2004 and 2005, although not indicative of future performance, are useful for comparison against K2’s historical and future operations.
FOOTNOTES AND RELATED INFORMATION FOR TABLE C
Explanation of adjustments:
| (a) | Amounts represent K2’s forecast operating income and net income for the periods presented in accordance with U.S. generally accepted accounting principles. |
| (b) | Adjustment represents the forecast non-cash amortization expense of acquired intangible assets resulting from K2’s acquisition activities, and the forecast non-cash amortization expense associated with the increase to fair market value of acquired inventories resulting from K2’s acquisition activities during 2004 and 2005. |
| (c) | Adjustment represents the forecast non-cash compensation expense resulting from restricted stock awards and modifications to stock option awards. |
| (d) | Adjustment represents the forecast non-cash amortization expense of capitalized debt costs associated with K2’s revolving credit facility, convertible subordinated debentures and senior notes. These capitalized costs are amortized over the term of the related debt. |
See “Use of Pro Forma Adjusted Financial Information” in Footnotes and Related Information for Table B for the 2005 financial information.
