Amp'd Mobile is working alongside
the editors and gaming
developers to create "Snowboarder 3D featuring Travis Rice" and
"Asphalt:
Import Tuner Edition. With 2004 revenue of $1. The first is the
timing of the acquisitions of Volkl
, Marker and Marmot at mid-year. Operating income improved to 6.
Apparel and Footwear
Earth
Products, Ex Officio and Marmot had sales of $43. In
addition, the 2003 results only include approximately
nine months,
three months and less than three weeks of results of Rawlings, Worth
and Brass Eagle
, respectively, which were acquired on March 26, 2003,
September 16, 2003 and December 8, 2003, respectively
.8 million shares outstanding at
December 31, 2004 as compared to 33. These statements do not include
the potential
impact of any mergers, acquisitions or other business combinations
that may be completed
after the date of this release.
Table B provides a reconciliation of 2003, 2004 and forecast
2005
GAAP net sales to Pro Forma net sales, 2003, 2004 and forecast 2005
GAAP operating income
to Pro Forma Adjusted operating income, 2003,
2004 and forecast 2005 GAAP net income to Pro Forma
Adjusted net
income, and a calculation of 2003, 2004 and forecast 2005 EBITDA. or its subsidiaries
in
the United States or other countries.07 0.
(c) Increase from December 31, 2003
is primarily attributable to
the acquisitions of K2 L+P, Marmot, Volkl and Marker, resulting in the
issuance of an additional 1.
TABLE A
K2 Inc.18
$0.46 $0.02
Adjusted Diluted EPS $0. generally accepted accounting
principles
. The Rossignol Group owns and
operates a diversified portfolio of premier brands including
Rossignol
, Dynastar, Lange and Look in winter sports, as well as
Cleveland Golf. The company's broad product
line includes skis,
ski boots and bindings, snowboards, snowboard boots and bindings, and
related
apparel and accessories, as well as golf clubs and golf
apparel and accessories. Its current position
is
based on the vision of one man, Laurent Boix-Vives. Finally, the offer is excellent for all Rossignol
shareholders from a financial point of view. This
alliance marks the next stage in our evolution
as we together become
the world's leading outdoor sports lifestyle company.rossignol.
skiis zumiez
Amp'd Mobile
will provide customers access to live video feeds,
unique ring tones, photographs and compelling
editorial content from
PRIMEDIA's leading action sports brands, including Snowboarder,
Surfer
, Skateboarder, Bike, Surfing, Powder, Climbing as well as
Import Tuner, a leading title in PRIMEDIA
's International Automotive
Group.
Asphalt: Import Tuner Edition showcases the hottest 3D racing
action complete with road blocks, police and helicopter chases. Internationally, PRIMEDIA's content
and brands are licensed in more than a dozen countries around the
world.com
5 million
, a 294%
increase from the 2003 comparable period, and net income was $8.8
million, a 310% increase
from the fourth quarter of 2003.9 million, a 241% increase
over the 2003 comparable period. Selling
, general and administrative expenses were
28.4
Team Sports 250.1 million
at December 31, 2003. The increase in
debt as of December 31, 2004 is primarily the result of the
Company's
acquisitions during 2004, including the related seasonal working
capital requirements
of the acquired businesses and the issuance of
$200 million of senior notes in July 2004.4
million
shares, respectively, to 46.
Adjusted and Pro Forma Presentation
K2 Inc. is also providing
2003 and 2004 results on a pro forma
basis ("Pro Forma") that reflects the adjustments made in the
2003 and
2004 Adjusted results but also includes the pro forma results of the
acquisition of Marmot
as if it was acquired on January 1, 2003, the
acquisitions of Volkl and Marker as if they were acquired
on April 1,
2003, the pro forma impact of additional interest expense resulting
from K2's issuance
of $200 million of senior notes used for the
acquisitions as if the notes were issued on January
1, 2003 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,
2003. The
complete audited financial statements of K2 for the fiscal year ended
December 31, 2004 will be included in K2 Inc.
TABLE C
K2 Inc. This forecast
does not take into account the potential impact of any mergers,
acquisitions or other business
combinations that may be completed
after the date of this release.
See "Use of Adjusted Financial
Information" in Footnotes and
Related Information for Table B for the 2005 forecast financial
information
."
Mr.net.com and
http://www.sandboard snowboards
Business Editors
CARLSBAD, Calif.18, a 157% increase
over the fourth quarter of 2003. Operating
income in the fourth quarter of 2004 was $21.
They
are highly seasonal businesses and normally generate losses in
the first six months of the year,
which are not reflected in our full
year 2004 GAAP financial figures.8% from the comparable quarter
in
2003.4 million in the fourth quarter of
2004, an increase of 130.3 4.8)
Gain on
sale of operating division - 2.6
====== ========
(a) Results for the twelve months ended December 31, 2003
do not
include the results of K2 Licensing + Promotions, Ex Officio, Marmot,
Volkl and Marker
or K2's other acquisitions during 2004 since these
companies were acquired by K2 Inc.
The Company
's total debt increased to $415.net
and www.
K2 Inc.01 $0.79
Adjusted Basic EPS
$0.97 $1.06 $0.
(b) Amounts represent K2's results of operations for the
periods
presented in accordance with U. For purposes of
this calculation K2's significant acquisitions
during 2003 and 2004
consisted of: Rawlings acquired by K2 on March 26, 2003; Brass Eagle
acquired
on December 8, 2003; Marmot acquired on June 30, 2004; and
Volkl and Marker acquired on July 7, 2004
.
(f) Adjustment represents non-cash amortization expense of
capitalized debt costs associated
with K2's revolving credit facility,
convertible subordinated debentures and senior notes.
(i) Earnings before interest income, 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. These adjustments are
provided to enhance
an overall understanding of K2's financial
performance and are indicators management uses for planning
and
forecasting future periods.
The excluded items include certain non-cash costs and expenses
associated with K2's acquisition activities during 2003 and 2004 as
well as non-cash stock-based
compensation associated with the
expensing of stock options beginning in the 2005 third quarter because
K2 management does not believe these non-cash expenses are indicative
of K2's core business.-
---March 22,
2005--Quiksilver, Inc., stated, "The
alliance of our two companies is a natural development
. We share the
same passion for outdoor sports, and we have the same commitment to
developing outstanding
products for our customers around the world. The broadcast will be hosted
at www. If
you do not
have Windows Media Player, go to the latter site prior to
the call, where you can download the software
for free.
Quiksilver's primary focus is apparel, footwear and related
accessories for young men
and young women under the Quiksilver, Roxy,
DC Shoes, Raisins, Radio Fiji and Island Soul labels
. These
forward-looking statements are subject to risks and uncertainties, and
actual results may
differ materially.quiksilver.com,
http://www.mountainboards surfboards
With myriad options to meet each person's individual
needs, Amp'd will
bring a more relevant, personal experience to mobile entertainment and
the wireless
lifestyle.2 billion, an increase of 75% and 67%, respectively
Q4 2004 diluted earnings per share
of $0.91, as compared
to Pro Forma Adjusted diluted earnings per share of $0. This guidance
does not account for potential
acquisitions
K2 Board authorizes a share repurchase
program of up to $50
million
K2 Inc.9 million,
excluding the net sales from businesses
acquired by K2 during 2004 and
the incremental net sales from the Brass Eagle acquisition which
closed
at the end of the 2003 fourth quarter.9 $324.8 million shares and 6.
On June 30, 2004, K2 acquired
Marmot, a premium manufacturer of
technical performance apparel, and on July 7, 2004 acquired Volkl
and
Marker, premium manufacturers of alpine skis, bindings and snowboards. 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 the Company's most recent annual
report on Form
10-K/A, subsequent quarterly reports on Form 10-Q, and current reports
on Form
8-K, each as filed with the Securities and Exchange
Commission.
(b) Adjustment represents
the forecast non-cash amortization
expense of acquired intangible assets resulting from K2's acquisition
activities during 2003 and 2004, 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. The combination of Quiksilver and Rossignol will
create the global leader in the
outdoor sports lifestyle market. McKnight Jr. Many
opportunities lie ahead, and we look forward to
capitalizing on the
tremendous synergies that come from this partnership.
NOTE: For further
information about Quiksilver, Inc.sailboards rdc
A fresh user interface and
fully customizable experience is designed
specifically for the 18- to
35-year-old target gaming audience.
K2 Inc.02,
in each case based
on assumed basic shares outstanding of 46.
Safe Harbor Statement
This news release includes
forward-looking statements.19 $0.75 $0. In comparing this forecast to the 2003
and 2004
results, the 2005 forecast reflects the impact of a full year
of all of K2's acquisitions completed
during 2003 and 2004 as compared
to the 2003 and 2004 results, which reflect only the full year pro
forma results of K2's acquisitions of Rawlings, Brass Eagle, Marmot
and Volkl and Marker. The
senior
notes were issued on July 1, 2004 in connection with the acquisitions
of Volkl, Marker
and Marmot. We believe that EBITDA
provides useful information to investors about the Company's
performance
because it eliminates the effects of period-to-period
changes in costs associated with capital investments
and income from
interest on the Company's cash and marketable securities that are not
directly
attributable to the underlying performance of the Company's
business operations. Management uses
EBITDA in evaluating the overall
performance of the Company's business operations. These adjustments
are not
in accordance with, or an alternative for, GAAP. K2 will
continue to exclude such items
in its Adjusted results and Adjusted
comparable period results.
(c) Adjustment represents
the forecast non-cash compensation
expense resulting from stock options and restricted stock awards
.
Headquartered in Voiron, France, the Rossignol Group achieved
total sales of approximately $625
million for the twelve months ended
September 30, 2004.carrys freebord
Amp'd Mobile will leverage 3G EV-DO
(Evolution
-Data Optimized) offering broadband wireless network as well
as traditional wireless phone services
. Secondly, we are incurring non-cash
amortization charges related to recent acquisitions, non-cash
stock
compensation expense, and significant expenses associated with
compliance under Section
404 of the Sarbanes-Oxley Act. While we
believe we have just begun to realize the revenue and operational
synergies available as a result of our recent transactions, we remain
cautious about the timing
of their impact. Sales increases were driven by growth in children's flotation
devices and the addition
of All-Star(R) rods and ATV accessory product
lines during 2004.9 million at December
31, 2004
from $216.8 million and 1.51 $0.65 $0.88
GAAP Diluted EPS $0.
(j) Free Cash Flow included in this press release is a non-GAAP
financial measure which represents
net income plus non-cash income tax
expense. I have been
intimately involved with the Rossignol
Group for fifty years, and this
combination offers a bright future and prospects for growth and
development
wholly consistent with the group's past achievements and
strategy, to which clients and employees
alike are sensitive.hawkclothing.nirve absorbers
8% excluding the impact of acquisitions, for the 2004
fourth quarter
.8% in the comparable
2003 period.04 to $0.k2inc. For those who are not available for the
live
broadcast, the call will be archived on www. Among K2's other branded products are
Miken(R) softball
bats, Tubbs(R) and Atlas(R) snowshoes, JT(R) and
Worr Games(R) paintball products, Planet Earth(R
) apparel, Hawk(R)
skateboard shoes, and Dana Design(R) backpacks.
K2 INC.
Use of Adjusted Pro Forma Financial Information
(in thousands, except for
per share figures)
To supplement the results presented in accordance with generally
accepted
accounting principles (GAAP), for the twelve months ended
December 31, 2004, 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.
Robert
B. McKnight concluded, "Over the years we have successfully
evolved from a surf brand to the premier
boardsports company. To listen to the
broadcast, your computer must have Windows Media Player installed
. The Rossignol
Group's product range also includes apparel and accessories.boardshop mountainboards
Being able to deliver
exclusive video clips, live
feeds and forecasts from the leading surfers, snowboarders,
skateboarders
and car enthusiasts will show how far 3G and wireless
content has come.
About PRIMEDIA Enterprises
PRIMEDIA Enterprises is the worldwide brand licensing division for
PRIMEDIA's 250 publications
, having established brand extension
programs for titles such as Motor Trend, Hot Rod, Lowrider, Super
Street, Import Tuner, In-Fisherman, and Creating Keepsakes. Gross
profit for the twelve months
ended December 31, 2004 increased to
33.3% compared to 2.6% as compared to 26.
Team Sports
Rawlings, Worth, and K2 Licensing + Promotions had total sales of
$54.
(b) Results
for periods after the divestiture in May 2003 and the
twelve months ended December 31, 2004 do not
include the sales or
operating income of the composite utility and light pole product
lines.46
=========== =========== =========== =========
Diluted earnings per
share:
Net income $0. ("Marmot") on June
30, 2004, Volkl Sports Holding AG
("Volkl") and The CT Sports Holding
AG ("Marker") on July 7, 2004 and K2's other acquisitions during
2004.0 million shares, 2.
Reconciliation of GAAP Actual and Forecast Results to Pro Forma
Adjusted
Results
(in thousands, except for per share data)
(unaudited)
Forecast
Twelve Twelve Twelve
Months Months Months
Ended
Ended Ended
December December December
31, 2003 31, 2004 31, 2005 (a)
----------- -
---------- -----------
Low High
Net
Sales
Reconciliation:
-----------------------
GAAP Net Sales (b) $718,539 $1,200,727
$1,300,000 $1,350,000
Add: Net sales (for the
periods prior to the
date of acquisition
)
relating to
significant
acquisitions made by K2
during 2003 and 2004 (c) 386,012
58,050 - -
----------- ----------- ----------- ---
--------
Pro Forma Net Sales $1,104,551 $1,258,777 $1,300,000 $1,350,000
=========== =========== =========== ===========
Operating Income
Reconciliation:
-----------------------
GAAP Operating Income (b) $32,052 $81,020 $87,100 $90
,520
Add: Operating income
(for the periods prior
to the date of
acquisition) relating
to significant
acquisitions made by K2
during 2003 and 2004 (c) 29,898 (15,433)
- -
Amortization of
acquired
intangibles and
amortization of
increase in
fair value
of inventories
of acquired
companies (d) 3,012 8,384 3,327 3,327
Non
-cash stock
compensation
expense (e) - 224 3,500
3,500
----------- ----------- ----------- -----------
Pro Forma Adjusted
Operating Income $64,962 $74,195 $93,927 $97,347
===========
=========== =========== ===========
Net Income
Reconciliation:
----------------------
-
GAAP Net Income (b) $11,424 $38,941 $38,350 $40,650
Add: Net income
(for
the periods prior to
the date of
acquisition) relating
to significant
acquisitions
made by K2
during 2003 and 2004 (c) 13,704 (11,972) - -
Amortization
of
acquired
intangibles and
amortization of
increase in
fair value
of
inventories
of acquired
companies
(d) 1,958 5,457 2,222 2,222
Non-cash stock
compensation
expense (e) - 146 2,338 2,338
Amortization
of
capitalized
debt costs (f) 1,058 1,997 2,056
2,056
Less: Additional
interest expense from
issuance of senior
notes in July 2004
(g) (5,424) (2,716) - -
----------- -----------
----------- -----------
Pro Forma Adjusted Net
Income $22,720 $31,853
$44,966 $47,266
=========== =========== =========== ===========
GAAP Basic Shares
Outstanding 24,958 40,285 46,379 46,379
Pro
Forma Basic Shares
Outstanding (h) 42,998 45,816 46,379 46,379
GAAP
Diluted Shares
Outstanding 28,750 49,345 55,698 55,698
Pro Forma
Diluted
Shares Outstanding (h) 48,750 54,876 55,698 55,698
GAAP Basic
EPS $0.04 $0.S.
(c) Adjustment reflects the additional audited and unaudited
results of operations prior to the acquisition by K2 as if each
significant acquisition completed
by K2 during 2003 and 2004 were
included in K2's results for the entire fiscal year.
CALYON, Paris
, a division of Credit Agricole, is acting as
exclusive financial advisor to Quiksilver, Inc.
Quiksilver announced that the Company's conference call to review
the acquisition will be broadcast
live over the Internet on Tuesday,
March 22, 2005 at 8:30 a.viavid.mountainboards zumiez
Fourth 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.1 million at December
31, 2003, and inventories at December 31, 2004 increased
to $325.1 million in 2005.07 $0. 31,
2004 2004
------- --------
Period
ended December 31, 2004 - basic shares (a) 46,077 40,285
Assumed conversion of subordinated
convertible
debentures 7,804 7,804
Dilutive
impact of stock options and warrants 1,561 1,256
------- --------
Period ended December 31, 2004 - diluted shares (b) 55,442
49,345
======= ========
Net income
for the period ended December 31, 2004 (c) $8,825 $38,941
Add: Interest component on assumed
conversion of
subordinated convertible debentures, net of taxes 904 3,616
------- --------
Net income, adjusted for the
period ended December
31, 2004 (d) $9,729 $42,557
======= ========
Period ended December 31
, 2004 - basic earnings per
share (c)/(a) $0.86
======= ========
TABLE B
K2 Inc.97
$1. These
capitalized costs are amortized over the term of the related debt.
(h) 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 Rawlings,
Brass Eagle
, Volkl, Marker and Marmot and the public offering of K2
common stock were completed on January 1
, 2003. Adjustments to include the results of operations
of other additional acquisitions completed
by K2 during 2003 and 2004
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. These Adjusted financial measures are not
to be considered in isolation from, or as
a substitute for, financial
results prepared in accordance with GAAP.Quiksilver Announces Planned
Acquisition of the Rossignol Group; Accretive Combination Creates the Number One Outdoor Sports Lifestyle
Company
(NYSE: ZQK) announced an agreement in principle
to acquire the Rossignol Group SA (SKIR
.PA on Eurolist by Euronext),
the world leader in winter sports.3
billion for its fiscal year ended
October 31, 2004., Chairman of the Board and Chief Executive
Officer of Quiksilver, Inc."
Bernard
Mariette, President of Quiksilver, Inc.
Rossignol has a tremendous history in the mountains and continues
as
the number one company in alpine ski products."
Laurent Boix-Vives, Chairman of the Board of
Skis Rossignol SA,
said, "I am happy to take this next step with Quiksilver.
The acquisition is
subject to customary regulatory approvals in France
and elsewhere, and has been submitted to the
workers council for
review.com
Safe Harbor Language
This Press Release contains forward
-looking statements.surfboards mountainboards
----PRIMEDIA Inc.
"Working with PRIMEDIA to bring exclusive anytime, anywhere
content from the world's best enthusiast brands will help make Amp'd
Mobile the must-have wireless
service," said Peter Adderton, CEO and
founder, Amp'd Mobile.
These first two games will utilize
Amp'd Mobile's deployment of
BREW 3. PRIMEDIA Enthusiast Media includes more than 120 consumer
magazines
, with well-known brands such as Motor Trend, Automobile,
Creating Keepsakes, In-Fisherman, Power
+ Motoryacht, Hot Rod,
Snowboarder, Stereophile and Surfer. PRIMEDIA Business Information
has
more than 60 publications in 18 market sectors.2 billion, an increase of 67% over the 2003 comparable
period, and
diluted earnings per share of $0. generally accepted
accounting principles ("GAAP
") to earnings before interest, taxes,
depreciation and amortization ("EBITDA") and free cash flow
("Free
Cash Flow").4% growth in technical skate
footwear and apparel and the acquisitions of Ex
Officio and Marmot in
the second and third quarters, respectively, of 2004.
The segment information
presented below is for the twelve months
ended December 31:
Sales to
Unaffiliated
Customers Operating
Profit (Loss)
------------------ ---------------
2004 2003 (a) 2004 2003 (a)
--------- -------- ------ --------
(in millions)
Marine and Outdoor (b) $336.4 (12.1)
Action Sports
502.1 37.6 million and $0. At December 31, 2004, cash and accounts receivables
increased to
$395. For the same period, K2
forecasts GAAP basic earnings per share in the range of $0.2 million
.97
======= ========
Period ended December
31, 2004 - diluted earnings per
share (d)/(b) $0.83
$0.01 $0. Even though such items have recurred in the
past and may recur in future periods,
they are driven by events such
as acquisitions and new accounting pronouncements that are not
directly
related to K2's ongoing core business operations.04
and $0.zj sailboards
PRIMEDIA and Amp'd Mobile to Bring Exclusive
Action Sports and Automotive Enthusiast Content to 3G Mobile Devices
65 in
2004.9 million
, an increase of 75% from
$193. The
Company will use its available cash resources to fund the stock
repurchase program.8% in the comparable 2003 period.0 39.2
Debt extinguishment costs
- (6.4) (10.65
assuming the acquisitions of Marmot, Volkl and
Marker were completed
on January 1, 2004.01 to $0. 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, in-line
skating and mountain biking.97 0.86 $0.
(b) The increase in debt is caused by the Company's acquisitions
during 2004, including the seasonal
working capital requirements of
these acquired businesses.88
Pro Forma Adjusted
Basic EPS
$0. EBITDA, as
defined above, may not be similar to EBITDA measures used by other
companies and is not a measurement under GAAP.S.
K2 also included an adjustment to reflect
additional interest
expense as if the $200,000 in senior notes K2 issued in connection
with the
acquisitions of Volkl, Marker and Marmot were issued on
January 1, 2003, 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, 2003.
(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. Just as Quiksilver is the leader in
boardsports, Rossignol
leads the winter sports market, and Cleveland is a powerful force in
golf
. and 70% in cash, a
portion of which will be deferred, while the minority holding will be
purchased
for 100% cash. Mr., and JPMorgan has
committed to finance the transaction.absorbers skiboards
Earth Products was formerly
included in the Action Sports
segment.4 million in the 2004 fourth quarter, up 14.9
--------- -------- ------ --------
Total segment data
$1,200.9
========= ======== ------ --------
Corporate expenses
, net (13.8 $17. See Table B below for an explanation of the "Adjusted
" and "Pro
Forma" presentations. 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
. For the same period, K2
forecasts GAAP basic earnings per share in the range of $0. These statements
are forward-looking, and actual results
may differ materially.
Unaudited Financial Information
The financial results included in this release are unaudited. is a premier, branded consumer
products company with a
portfolio of leading brands including Shakespeare(R), Pflueger(R) and
Stearns
(R) in the Marine and Outdoor segment; Rawlings(R), Worth(R),
and K2 Licensing + Promotions(R) in
the Team Sports segment; K2(R),
Volkl(R), Marker(R), Ride(R) and Brass Eagle(R) in the Action Sports
segment; and, Adio(R), Marmot(R) and Ex Officio(R) in the Footwear and
Apparel segment. (renamed
K2 Licensing + Promotions,
"K2 L+P") on January 23, 2004, Marmot Mountain Ltd.com
sandboards mountainboards
" The
games, scheduled for launch later
this year, will provide users a "console-like" gaming experience
and
incorporate the expertise of the titles' editors, the renowned
enthusiasts in their respective
markets.1, a tool that enables video clip integration within games, as
well as on-the-fly download
of new game levels and assets, such as
cars, gear and characters.
The full line-up of exclusive
games, videos and other offerings
will be announced later this year.86, in line with
previous
guidance, an increase of 157% and 95%, respectively
For fiscal year 2005, GAAP diluted earnings
per share forecast
in the range of $0. Our acquisitions of Volkl and Marker have significantly
strengthened our global winter products business, and Marmot and Ex
Officio are the cornerstones
of our technical apparel platform. Gross profit as a percentage of net sales in the 2004 fourth
quarter
benefited from higher gross margins in the Action Sports and
Apparel and Footwear segments.0%
of
net sales in the prior year.2 million in the fourth
quarter of 2004, an increase of 2.4 million shares
outstanding at
December 31, 2003.
Sarbanes-Oxley Act of 2002
Section 404 of the Sarbanes
-Oxley Act of 2002 requires K2,
commencing with its 2004 Annual Report, 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.06,
in each case based on assumed shares outstanding of 46. Pacific
Standard Time (USA), on Tuesday, March 1,
2005.
STATEMENTS OF INCOME
(in thousands, except for per share figures)
FOURTH
QUARTER TWELVE MONTHS
ended December 31 ended December
31
------------------------ ----------------------
2004 2003 2004 2003
----------- -----------
----------- ---------
(unaudited) (unaudited) (unaudited) (audited)
Net sales $338,916 $193,785 $1,200,727 $718,539
Cost of products sold
222,051 136,096 800,678 498,620
----------- ----------- --
--------- ---------
Gross profit 116,865 57,689 400,049 219,919
Selling
expenses 56,785 33,395 197,134 116,509
General and
administrative
expenses 38,600 18,845 121,895 71,358
-----
------ ----------- ----------- ---------
Operating
income 21,480
5,449 81,020 32,052
Interest expense 7,638 2,702 21,449
9,950
Debt extinguishment
costs - - -
6,745
Other (income)
expense, net (a) 358 (564) (246) (2,218)
----------- ----------- ----------- ---------
Income before
provision for
income taxes 13,484 3,311 59,817 17,575
Provision
for income
taxes 4,659 1,159 20,876 6,151
----------- ----------- ----------- ---------
Net income $8,825
$2,152 $38,941 $11,424
=========== =========== =========== =========
Basic earnings per
share:
Net income 0.
SELECTED
BALANCE SHEET INFORMATION
(in thousands)
As of December 31
2004 2003
----------- ---------
(unaudited) (audited)
Cash
$25,633 $21,256
Accounts receivable, net 369
,914 (a) 224,818
Inventories, net 325,125 (a) 237,152
Accounts
payable 103,158 77,304
Total debt
415,911 (b) 216,138
Shareholders' equity $682,865 (c
) $434,040
(a) Increase from December 31, 2003 is attributable to the
acquisitions of Fotoball
USA, Inc.8
million shares, respectively, of common stock of K2.79
Pro Forma Adjusted
Diluted
EPS $0.5 years.skiis wakeboards
(NYSE: PRM), the country's leading targeted media
company, and Amp
'd Mobile, the first fully integrated 3G
youth-oriented mobile entertainment company, today announced
an
agreement to create exclusive content for 3G mobile devices using nine
of PRIMEDIA's action
sports and automotive enthusiast titles. In addition, Amp'd will offer access to PRIMEDIA's recently
launched WaveWatch site, a free, real-time, Web-based surf camera and
surf condition forecasting
network.18, and 2004 fiscal
year diluted earnings per share of $0.8 million in the prior
year, and diluted earnings per share of
$0."
See Table B below for a reconciliation of U. Depending
on
market conditions, K2 may repurchase up to $50 million of the
Company's common stock periodically
in open market or privately
negotiated transactions in accordance with applicable laws.7
Apparel
and Footwear 110.9) (5.
Nonetheless, K2's management believes the Pro Forma Adjusted
financial
measures for 2003 and 2004, although not indicative of future
performance, are useful
for comparison against K2's operations in the
future.com.70 $0.44 $0. Quiksilver, Inc
. Quiksilver has chosen France for its European headquarters,
and I have known and had an excellent
relationship with Bernard
Mariette, Quiksilver's President, for a very long time.00 per share), which
equates to a purchase price of approximately $320 million for 100% of
the shares.
Quiksilver
's authenticity is evident in its innovative products,
events and retail environments across the globe
.skateboards snowboards
PRIMEDIA
Enterprises extends the company's brands into consumer product
categories such as apparel
, accessories, toys, interactive games,
automotive accessories and equipment, books, and calendars
, as well as
service licensing and promotions.3% from the 2003
period. Growth was
driven by
double digit increases in sales of K2 skis and snowshoes,
improved sales of snowboards, and the acquisitions
of Volkl and Marker
at the beginning of the third quarter of 2004.7 $718.2 million at December
31, 2003, in each case
primarily as a result of the acquisitions that occurred after December
31
, 2003.8 million shares, 1.5 million in 2004, and projects total expenses of approximately
$3.03
and
Adjusted basic earnings per share in the range of $0.fulldisclosure. 31, Dec.86 $0.
(d
) 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
during 2003 and 2004."
Quiksilver will
purchase a majority holding of the Rossignol Group
controlled by Mr.skateboards wavejammer
79, and Adjusted diluted earnings
per share forecast in the range of $0.6 million in 2003 and $114.
Profit Trends
Gross profit in the fourth quarter of 2004 increased to 34.5% of
net sales, as compared to 29
. For the twelve months ended December
31, 2004, selling, general and administrative expenses increased
slightly as a percentage of net sales to 26. Growth was primarily driven by the acquisition of K2
Licensing
+ Promotions in January 2004. The increase was due to 58.4 $44.9 2.0 0.5
95.1
million from $237.75 to $0.88
and Adjusted basic earnings per share in the range of $0. Investors
can listen to the live webcast at www. The Company 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 the
Company does not undertake to update any forward-looking statement
.
Reconciliation of GAAP to Adjusted Results
(in thousands, except for per share amounts)
Forecast Forecast
Three Months Ended Twelve Months Ended
March 31, 2005 December
31, 2005
-------------- -----------------
Low High Low High
---------------
--- ----------------------
Net Sales $295,000 $305,000 $1,300,000 $1,350
,000
----------------------------
Operating Income
Reconciliation:
----------------
------------
GAAP Operating Income (a) $8,300 $9,800 $87,100 $90,520
Add: Amortization
of
acquired intangibles and
amortization of increase
in fair value of
inventories
of
acquired companies (b) 746 746 3,327 3,327
Non-cash stock
compensation
expense (c) 125 125 3,500 3,500
------------------ ----------------------
Adjusted Operating
Income $9,171 $10,671 $93,927 $97,347
==================
======================
Net Income Reconciliation:
----------------------------
GAAP Net
Income (a) $600 $1,600 $38,350 $40,650
Add: Amortization of
acquired
intangibles and
amortization of increase
in fair value of
inventories of
acquired companies
(b) 498 498 2,222 2,222
Non-cash stock
compensation
expense (c) 83 83 2,338 2,338
Amortization of
capitalized debt
costs (d) 514 514 2,056 2
,056
------------------ ----------------------
Adjusted Net Income
$1,695 $2,695 $44,966 $47,266
==================
======================
GAAP and Adjusted Basic
Shares Outstanding 46,223
46,223 46,379 46,379
GAAP and Adjusted Diluted
Shares Outstanding 47
,835 47,835 55,698 55,698
GAAP Basic EPS $0.
FOOTNOTES AND
RELATED INFORMATION FOR TABLE B
Explanation of adjustments:
(in thousands)
(a) The
forecast in this column is based on current expectations
and does not purport to be indicative of
future results.S. Boix-Vives and launch a public tender offer for the
minority shares at $25.50 per
share (EUR 19. Additionally, the
Boix-Vives family will retain a portion of its direct ownership
, an
approximate 35% interest, in Cleveland Golf for at least 4. It offers a full range of products
for all
disciplines (alpine, nordic, snowboard) and all product families
(skis, bindings, boots
, poles, and boards) under the brand names
Rossignol, Dynastar, Lange, Look, Kerma, Hammer and Risport
.boardshop rdc
By leveraging the power of 3G
EV-DO, Amp'd will offer traditional services plus a completely fresh
user interface and experience designed specifically for this market.----K2 Inc.5% for the 2003
comparable
period.7)
Interest expense (21.79 and Adjusted diluted
earnings per share
in the range of $0.01 to $0.com
About K2 Inc. Reconciliation of Diluted
Shares and Earnings Per Share
(in thousands, except for per share figures)
Twelve
Quarter months
ended ended
Dec.75 $0.06 $0.
(g) Adjustment
reflects the increase in interest expense for the
period as if the $200,000 in senior notes were
issued on January 1,
2003 and outstanding for the entire twelve month periods. Generally Accepted
Accounting Principles.06 to earnings per share in the current fiscal year., commented, "Joining forces
with Rossignol
allows us to create the number one outdoor sports lifestyle company in
the world
. Rossignol has
tremendous brands based on many seasons of product excellence and
performance,
and this planned strategic union will unlock tremendous
opportunities for growth.towables sandboards
"For our 2005
guidance, comparability with the first and second
quarters of 2004 is complicated by two key factors
. We have seen our EBITDA
grow from $41.
Review of 2004 Fourth Quarter and Twelve Month Sales
and Profit
Results
Comparable Sales Trends
K2's net sales in the fourth quarter of
2004 were $210.8 million, which reflects a sales
increase of 8. subsequent to December 31, 2003.
Sales and operating income for this business in the twelve
months ended December 31, 2003 were $12
. In order to comply with the requirements of Section
404, K2 estimates that it incurred total expenses
of approximately
$2. As detailed in Table
B, Pro Forma Adjusted diluted earnings per share for
2004 equals $0.
The forecast statements in this press release are based on current
expectations
.m.03 $0.
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. The purchase of the majority holding will be paid for with
approximately 30
% in shares of Quiksilver, Inc. and Cleveland Golf.
Additionally, the Rossignol Group designs, manufactures
, and markets
golf products under the Cleveland Golf brand name. Please refer to Quiksilver's SEC
filings for more information on the risk factors that could cause
actual results to differ materially
from expectations, specifically
the section titled "Forward Looking Statements" in Quiksilver's Annual
Report on Form 10-K.com,
http://www.boardshop skateboards
PRIMEDIA Consumer Guides is the
#1 publisher and distributor
of free consumer guides, with Apartment
Guide, Auto Guide and New Home Guide.ampdmobile.K2 Inc. Reports
Results for Fourth Quarter 2004 and Provides Guidance For 2005
S. K2's net sales in the
fourth
quarter of 2003 were $193.1% over the 2003 fourth quarter.9 million
in the fourth quarter of 2004
, an increase of 437.8 million,
respectively.
Due to the seasonality of their product lines, Volkl
, Marker, and
Marmot normally incur losses in the first and second quarters, and are
profitable
in the last two quarters of the year.87 to $0.04 to $0.
Although K2 is not providing a specific forecast
at this time for
the remaining quarters in 2005, from a seasonality standpoint the
second quarter
is anticipated to be the smallest in terms of sales and
earnings per share, and the third quarter
is forecast as the largest
quarter followed by the fourth quarter.2 million gain related to the sale
of the utility and light pole
assets during the 2003 second quarter.53 $0.02
GAAP Diluted
EPS $0.04 $0.
These capitalized costs are amortized over the term of the related
debt
. Rossignol's strong stable of brands is a perfect complement to
our portfolio. Furthermore, we both
share the same values, culture and
philosophies, making this combination that much more compelling
. Quiksilver also
manufactures apparel, footwear and related accessories for boys
(Quiksilver Boys
and Hawk Clothing), girls (Roxy Girl, Teenie Wahine
and Raisins Girls), men (Quiksilveredition and
Fidra) and women
(Leilani swimwear), as well as snowboards, snowboard boots and
bindings under
the Lib Technologies, Gnu, DC Shoes, Roxy and Bent
Metal labels.seisports mountainboards
PRIMEDIA Education
includes Channel
One and other educational products.
(NYSE:KTO):
Q4 2004 sales of $339 million, and 2004 fiscal
year sales of
$1.
Net sales for the twelve month period ended December 31, 2004 were
$1.
Marine and Outdoor
Shakespeare fishing tackle and monofilament, and Stearns marine
and outdoor products, generated sales of $62.4% over the 2003
period.91, in each case based on
assumed fully
diluted shares outstanding of 55.7 million.83 to $0.06, in each case based on
assumed
shares outstanding of 47.
K2 forecasts strong liquidity (cash and available capacity under
K2
's revolving credit facility) in 2005, with total debt before
acquisitions (if any) projected to decrease
from current levels by the
end of the second quarter.'s Annual Report on Form
10-K to be filed
with the SEC on or before March 16, 2005.
(e) Adjustment represents the forecast non-cash compensation
expense resulting stock options and restricted stock awards.
Pro Forma adjustments include
the audited and unaudited financial
results giving effect to the acquisition by K2 of Rawlings, Brass
Eagle and Marmot as if the acquisitions were completed on January 1,
2003 and Volkl, Marker as
if the acquisitions were completed on April
1, 2003, the first day of the first period for which
pro forma
financial information is presented. reported revenues of $1. My endeavors
with the Quiksilver
-Rossignol group are such that there cannot be a
better transaction that would guarantee the longevity
of the group
that I have built. The transaction is expected to close during Quiksilver's third
quarter
. Eastern Time.
About Quiksilver:
Quiksilver designs, produces and distributes clothing
, accessories
and related products for young-minded people and develops brands that
represent a
casual lifestyle-driven from a boardriding heritage.
About the Rossignol Group:
The Rossignol
Group is the world's leading manufacturer of
wintersports equipment.quiksilveredition.absorbers wakeboards
3 billion,
our properties comprise
more than 200 brands that connect buyers and sellers in more markets
than
any other media company through our print publications, Web
sites, events, newsletters and video
programs in four business
segments: Enthusiast Media, Consumer Guides, Business Information, and
Education.
About Amp'd Mobile
Amp'd Mobile will be the first fully integrated MVNO
for youth,
young professionals and early adopters. Given the
complexity of the industry's seasonal
business, we operate with
particular attention to EBITDA and free cash flow.3% of net sales, as compared
to 30.6% for the 2003 comparable
period.7 247.5 million as compared to $246.
Investor Conference
Call
K2's regular quarterly earnings conference call is scheduled to
begin at 1:45 p.87
$0. These adjustments are not in accordance with, or an
alternative for, U. Our team is
energized
and motivated, our future is bright and we move forward with
a powerful portfolio of brands and significant
prospects for growth.skiis absorbers
"Bringing our content to life through innovative applications of
new technology
is central to our strategy of extending our brands to
serve our readers' interests in an on-demand
world," said Don Meek,
president of PRIMEDIA's Action Sports Group."
Amp'd will also deliver branded
mobile video games for each
PRIMEDIA title on an exclusive basis, beginning with Snowboarder and
Import Tuner. The
game uses several dream cars, tricked out with the latest parts and
innovations
from the pages of Import Tuner.2 million in 2002 to $50.
Action Sports
Sales of skis,
snowboards, in-line skates, bikes, snowshoes and
paintball products totaled $178.7 30. K2's management
believes the Adjusted financial measures are useful to evaluate K2's
operations. These adjustments
also do not include the results of operations of certain other
acquisitions completed by K2 during
2003 and 2004 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.03 and Adjusted diluted earnings
per share in the range of $0.03 $0. Free Cash Flow, as defined above, may not be similar to
Free
Cash Flow measures used by other companies and is not a measurement
under GAAP. Management
uses Free Cash Flow in evaluating the overall
performance of the Company's business operations. generally
accepted accounting principles.
Business Editors/Apparel/Textile Writers/Sports Editors
HUNTINGTON BEACH, Calif.surfboards sailboards
"These brands are a perfect fit for our active
customer target.
Snowboarder
3D featuring Travis Rice provides users with the
ultimate snowboard experience in mobile, by combining
cutting-edge
graphics and lifelike snowboarding action and tricks from Travis Rice,
an Amp'd team
rider, as well as five other professional snowboarders.
About PRIMEDIA
PRIMEDIA (PRM)
is the leading targeted media company in the United
States.86, an increase of 95% over the 2003
comparable
period.0 million, a 153% increase over the 2003
comparable period, and net income was $38.1
million
in 2004, and we project over $120 million in 2005.1% of net sales in the fourth quarter of 2004 as compared
to 27.1% in
the prior year.4 116.
Primarily as the result of the acquisitions of K2 Licensing
+
Promotions in the 2004 first quarter, Marmot, Volkl and Marker in the
2004 third quarter, and
the Company's offering of common stock, the
Company increased its number of shares of common stock
outstanding by
1.0 million shares, 2.
Outlook for 2005
For fiscal year 2005, K2 forecasts
GAAP diluted earnings per share
in the range of $0.8 million. K2 plans to do a live broadcast of
the conference call over the
Internet.fulldisclosure.
Adio(R), Atlas(R), Brass Eagle(R), Dana
Designs(R), Ex Officio(R),
Hawk(R) skateboard shoes, JT(R), K2(R), Marker(R), Marmot(R),
Pflueger
(R), Planet Earth(R), Rawlings(R), Ride(R), Shakespeare(R),
Stearns(R), Tubbs(R), Volkl(R), Worth
(R) and Worr Games(R), are
trademarks or registered trademarks of K2 Inc.19 0.
K2 INC.97 $0.83 $0.91
See accompanying footnotes and related
information for Table C below. These
adjustments are provided to enhance an overall understanding
of K2's
financial performance for the twelve months ended December 31, 2004
and are indicators
management uses for planning and forecasting future
periods. The adjustments to reflect the
financial
results of Rawlings, Brass Eagle, Volkl, 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. I see in
Quiksilver a corporate culture and commitment to sports and
entertainment
that are Rossignol's priorities since the very
beginning. Boix-Vives will have a key advisory role
with both Quiksilver, Inc. Quiksilver's products are sold throughout the world,
primarily in surf
shops, skate shops and other specialty stores that
provide an authentic retail experience for our
customers.mountainboards nirve
Targeted to launch later in 2005, more
information can be found at www.75 to $0. (NYSE:KTO
) today reported net sales for the fourth quarter
ended December 31, 2004 of $338. Operating income
for the twelve month period ended
December 31, 2004 was $81. In 2004, K2
generated approximately
$53 million in free cash flow, defined as net
income plus non-cash taxes before acquisitions and
growth in working
capital.0 $42.
Balance Sheet
K2's balance sheet at December 31
, 2004 reflects acquisitions and
the related seasonal working capital requirements of the acquired
businesses.97 to $1.
For the first quarter of 2005, K2 forecasts GAAP diluted earnings
per
share in the range of $0.18 $0.
Quiksilver believes the acquisition will be accretive by between
$0.m. For more
information, please visit the Company's website at www.dcshoecousa.bodyboards skateboards
Business
Editors/Telecommunications Writers/Video Game Writers
NEW YORK + ALISO VIEJO, Calif. The
offering
will allow Amp'd Mobile users access to video games, video
clips, and more, anytime, anywhere, through
the carrier's 3G-optimized
mobile phones.87 to $0. Details on earnings per share
calculations
are provided in Table A below.
Richard Heckmann, Chairman and Chief Executive Officer, said,
"2004 was an excellent year for K2 as evidenced by organic sales
growth of approximately 9%, excluding
the previously forecast decline
in in-line skate sales, and dramatic growth in margins and
profitability
.
Share Repurchase Program
K2's Board of Directors authorized the repurchase of the Company
's
common stock as a means to enhance shareholder value.
Operating income as a percentage of net
sales for the fourth
quarter of 2004 increased to 6.7% of net sales for the
twelve months ended
December 31, 2004 as compared to 4.6 11.0)
------ --------
Income before provision for income taxes $59. is providing
actual results and forecast guidance on a
financial basis in accordance with GAAP, and on an adjusted
basis
("Adjusted") that excludes the impact of certain non-cash expenses
including: amortization
of purchased intangibles resulting from K2's
acquisition activities in 2003 and 2004; 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 acquisition activities during
2003 and 2004;
and non-cash stock-based compensation expense.4
million.44
=========== =========== =========== =========
Shares:
Basic
46,077 29,238 40,285 24,958
Diluted 55,442 30,206
49,345 28,750
(a) The twelve month period ended December 31, 2003 includes a
$2.91
Calculation of EBITDA (i):
-----------------------
GAAP Operating Income $32
,052 $81,020 $87,100 $90,520
Depreciation and
Amortization 18,530
33,055 31,995 31,995
----------- ----------- ----------- ----
-------
EBITDA $50,582 $114,075 $119,095 $122,515
=========== =========== =========== ===========
Calculation of Free
Cash Flow (j) :
-----------------------
GAAP Net Income $11,424 $38,941
Non-cash tax expense
2,556 14,402
----------- -----------
Free Cash Flow
$13,980 $53,343
=========== ===========
See accompanying
footnotes and related information for Table B below.87 $0. Adjustments to include the results of
operations
of other additional acquisitions completed by K2 during 2003 and 2004
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.
Use of Adjusted Financial
Information
To supplement the actual and forecast results presented above in
accordance with
GAAP for the applicable periods, K2 uses Adjusted
measures of operating income, net income and earnings
per share, which
are adjusted from the GAAP-based actual and forecast results to
exclude certain
non-cash costs and expenses.
, you are
invited to take a look at our world at http://www.towables sandboarding
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