EX-99.2 3 dex992.htm UNAUDITED FINANCIAL STATEMENTS OF PEARL IZUMI USA Unaudited financial statements of Pearl Izumi USA

Exhibit 99.2

 

DASHAMERICA INC. AND SUBSIDIARIES

D/B/A PEARL IZUMI

CONDENSED CONSOLIDATED BALANCE SHEET

(In Thousands)

(UNAUDITED)

 

    

June 30,

2005


 
Assets         

Current assets

        

Cash

   $ 1,096  

Accounts receivables (less allowance for doubtful accounts of $452)

     8,813  

Inventories

     12,436  

Deferred tax assets

     518  

Prepaid expenses and other current assets

     143  
    


Total current assets

     23,006  
    


Property and equipment, net

     1,846  

Deferred tax assets

     174  

Other assets

     6,617  
    


Total assets

   $ 31,643  
    


Liabilities and Stockholders’ Equity         

Current liabilities

        

Accounts payable

   $ 1,506  

Current portion of long-term debt

     900  

Accrued liabilities

     2,092  
    


Total current liabilities

     4,498  
    


Long-term debt, net of current portion and unamortized discount

     3,708  

Commitments and contingencies (note 4)

        

Stockholders’ equity

        

Common stock

     116  

Additional paid in capital

     28,006  

Accumulated deficit

     (4,358 )

Accumulated other comprehensive loss

     (327 )
    


Total stockholders’ equity

     23,437  
    


Total liabilities and stockholders’ equity

   $ 31,643  
    


 

See notes to the Condensed Consolidated Financial Statements

 

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DASHAMERICA INC. AND SUBSIDIARIES

D/B/A PEARL IZUMI

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(In Thousands)

(UNAUDITED)

 

    

For the Six Months Ended

June 30,


     2005

   2004

NET SALES

   $ 30,632    $ 26,485

COST OF SALES

     16,539      14,642
    

  

Gross profit

     14,093      11,843

OPERATING EXPENSES:

             

Selling and marketing

     5,492      4,902

General and administrative

     3,448      2,698

Research and development

     894      893
    

  

Total operating expenses

     9,834      8,493
    

  

OPERATING INCOME

     4,259      3,350

OTHER EXPENSE

     1,133      554
    

  

INCOME BEFORE INCOME TAXES

     3,126      2,796

INCOME TAX EXPENSE

     1,137      923
    

  

NET INCOME

   $ 1,989    $ 1,873
    

  

 

See notes to the Condensed Consolidated Financial Statements

 

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DASHAMERICA INC. AND SUBSIDIARIES

D/B/A PEARL IZUMI

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(In Thousands)

(UNAUDITED)

 

    

For the Six Months Ended

June 30,


 
     2005

    2004

 
Cash flows from operating activities                 

Net income

   $ 1,989     $ 1,873  

Adjustments to reconcile net income to net cash provided by operating activities

                

Depreciation and amortization

     417       336  

Loss on disposal of property and equipment

     5       —    

Amortization of debt discount

     173       87  

Changes in assets and liabilities

                

Accounts receivable

     (2,677 )     (2,866 )

Inventories

     347       1,104  

Prepaid expenses and other assets

     945       (357 )

Accounts payable and accrued liabilities

     (943 )     91  
    


 


Net cash provided by operating activities

     256       268  
    


 


Cash flows from investing activities                 

Purchase of property and equipment

     (213 )     (465 )

Purchase of non United States tradename

     (4,009 )     —    
    


 


Net cash used in investing activities

     (4,222 )     (465 )
Cash flows from financing activities                 

Principal payments on long-term debt

     (600 )     (300 )

Proceeds from the issuance of long-term debt

     4,008       —    

Principal payments on capital lease obligations

     (10 )     (10 )

Proceeds from issuance of common stock

     11       —    

Net increase in line of credit

     246       —    
    


 


Net cash provided by (used in) financing activities

     3,655       (310 )

Effect of exchange rate changes on cash

     (409 )     141  

Net decrease in cash

     (720 )     (366 )
Cash and cash equivalents                 

Beginning of period

     1,816       3,407  
    


 


End of Period

   $ 1,096     $ 3,041  
    


 


Supplemental disclosures of cash flow information                 

Cash payments for interest

     39       28  

Cash payments for taxes

     1,112       679  

 

See notes to the Condensed Consolidated Financial Statements

 

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DASHAMERICA, INC. & SUBSIDIARIES

D/B/A PEARL IZUMI USA

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(In Thousands)

 

1. Organization and Significant Accounting Policies

 

Operations

 

DashAmerica, Inc., doing business as Pearl Izumi, was organized in January 1989 for the purpose of producing and distributing sporting goods apparel under the Pearl Izumi brand name. Currently all products are designed and/or manufactured by DashAmerica, Inc. The Company’s wholly owned European subsidiary, Pearl Izumi GmbH, established in September, 2003, distributes products outside the United States operating primarily in Germany, Italy, the United Kingdom and the Netherlands. Pearl Izumi GmbH was established as the operations are mainly based in Germany. Pearl Izumi and its subsidiary’s customers are concentrated in the sportswear industry. Credit risk is generally not significant due to the diversity and geographic distribution of the Company’s customers.

 

Principles of Consolidation

 

The unaudited condensed consolidated financial statements include the accounts of Pearl Izumi and its wholly owned subsidiaries (collectively, the “Company”). All intercompany transactions have been eliminated in consolidation.

 

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to the Securities and Exchange Commission rules and regulations. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in this Form 8-K/A.

 

The financial information included therein reflects all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the results for interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.

 

Cash and Cash Equivalents

 

The company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents.

 

Inventories

 

Inventories are stated at the lower of first-in, first-out (FIFO) cost or market using the standard cost method, which approximates actual (Note 2).

 

Property and Equipment

 

Property and equipment are recorded at cost. With the exception of footwear molds, depreciation is computed using the straight-line method over the estimated useful lives of the assets (three to five years); fixed assets subject to capital leases and leasehold improvements are amortized over their useful lives or lease terms, whichever is shorter. The Company amortizes its footwear molds based on number of units produced over the estimated useful life of the molds. Gains or losses on disposal of property and equipment are recorded at gross proceeds less net book value (Note 3).

 

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Foreign Currency Translation

 

Assets and liabilities of the foreign subsidiaries, whose functional currency is the Euro, are translated into U.S. dollars using the period-end exchange rate, and revenues and expenses are translated using the average exchange rate during each period. Net exchange gains or losses resulting from the translation of foreign financial statements are accumulated and credited or charged directly to a separate component of other comprehensive income. Foreign currency transaction gains or losses are recorded in the consolidated statement of operations as incurred.

 

Revenue Recognition

 

Sales of the Company’s products are recognized upon shipment to distributors or customers, which is when title of the goods has transferred, there is persuasive evidence of an agreement or arrangement, the price is fixed and determinable, and collection is reasonably assured. Net sales are arrived at after returns and discounts. Discounts are given for timely payment.

 

Income Taxes

 

The Company records taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are computed for the expected future impact of temporary differences between the financial statement and income tax bases of assets and liabilities using current income tax rates, and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. Deferred tax is not recognized on the translation of foreign earnings as these are reinvested in those foreign entities.

 

Amortization of Other Assets

 

The trademark and license agreements are recorded at cost. The Company amortizes its trademark using the straight-line method over the estimated useful life, which is 20 years. The Company amortizes its license agreement using the straight-line method over the life of the agreement, or approximately 20 years.

 

Impairment of Long-Lived Assets

 

The Company provides for the impairment of long lived assets in accordance with Statement of Financial Accounting Standards No. 144 (“SFAS No. 144”), Accounting for the Impairment of Long Lived Assets. The Company reviews the recoverability of its long-lived assets (property, plant and equipment and trademarks) when events or changes in circumstances occur that indicate that the carrying value of the assets may not be recoverable. The Company recognizes an impairment of long-lived asset if the carrying value of the long-lived asset is not recoverable from its estimated future cash flows. The Company measures an impairment loss as the difference between the carrying amount of the asset and its estimated fair value. There were no impairment charges during the six month periods ended June 30, 2005 and 2004.

 

Amortization of Discount on Debt

 

The Company amortizes the debt discount using the effective interest method over the term of the debt. The related expense is recorded as interest and was computed at an effective rate of approximately 13.0% for the six month periods ended June 30, 2005 and 2004.

 

Use of Estimates

 

The Company has prepared these financial statements in conformity with accounting principles generally accepted generally accepted in the United States of America which require the use of management’s estimates. Actual results could differ from the estimates used.

 

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2. Inventories

 

Net inventories consisted of the following at June 30:

 

     2005

Raw materials

   $ 1,535

Work in process

     88

Finished goods

     10,813
    

Total

   $ 12,436
    

 

3. Property and Equipment, net

 

Property and equipment consists of the following at June 30:

 

     2005

 

Property and equipment

        

Furniture and equipment

   $ 6,436  

Manufacturing equipment

     688  

Leasehold improvements

     2,304  
    


       9,428  

Less: Accumulated depreciation and amortization

     (7,582 )
    


Property and equipment, net

   $ 1,846  
    


 

4. Commitments and Contingencies

 

The Company leases its buildings under operating leases. Rental expense for the six month period ended June 30, 2005 and 2004 was approximately $363 and $351 respectively. The Company currently leases office, warehouse and distribution facilities in Broomfield, Colorado and Kirchzarten, Germany, and retail facilities in Silverthorne, Colorado; Park City, Utah; Dawsonville, Georgia; Gilroy, California; Vacaville, California; North Conway, New Hampshire; Aurora, Illinois; Bend, Oregon and South Lake Tahoe, California. The Company is obligated to pay its pro rata share of taxes, insurance, maintenance and other expenses associated with the properties.

 

Future minimum lease payments under the above referenced operating leases as of June 30, 2005 are as follows:

 

     Facilities
lease


2005

   $ 366

2006

     681

2007

     513

2008

     462

2009

     180

2010

     3
    

     $ 2,205
    

 

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Minimum lease payments do not include contingent rentals that may be payable under certain leases.

 

The Company has entered into sponsorship agreements with various teams and athletes. In addition to providing apparel and footwear to the teams and athletes, the Company pays a sponsorship fee.

 

5. Subsequent Events

 

On July 7, 2005, the Company completed a plan of merger with Nautilus, Inc., where by Nautilus, Inc. acquired 100% of the issued and outstanding capital stock of Pearl Izumi. In conjunction with the change in ownership, Pearl Izumi incurred an additional compensation charge of approximately $5,670 on the date of acquisition representing the difference between the market value and exercise price of the outstanding stock options.

 

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