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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 10-K(Mark One)x Annual Report PursuantTo Section 13 Or 15(D) Of The Securities Exchange Act Of 1934For the fiscal year ended May 31, 2005¨ Transition ReportUnder Section 13 Or 15(D) Of The Securities Exchange Act Of 1934For the transition period from to COMMISSION FILE NUMBER: 333-93711ICON HEALTH & FITNESS, INC.(Exact name of registrant as specified in its charter) DELAWARE(State or other jurisdiction of incorporation or organization)(I.R.S.
Employer Identification No.)1500 South 1000 WestLogan, UT, 84321(Address and zip code of principal executive offices)(435) 750-5000(Registrant's telephone number, including area codeNot Applicable(Former name, former address and former fiscal year, if changed since last report)Check whether the issuer (1) filed all reports required tobe filed by Section 13 or 15(d) of the Exchange Act during the past 12 months(or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yesx No ¨APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARSCheck whether the issuer (1) filed all reports required tobe filed by Section 13 or 15(d) of the Exchange Act during the past 12 months(or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. EBITDA is a presentation of 'earnings before interest, taxes, depreciation and amortization(EBITDA) which is adjusted from our GAAP results to exclude certain expenses. These non-GAAP adjustments are provided to enhance thereader's overall understanding of our current financial performance and our prospects for the future. We believe the non-GAAP resultsprovide useful information to both management and investors by excluding certain expenses that we believe are not indicative of our coreoperating results.
The non-GAAP measures are included to provide us and investors with an alternative method for assessing our operatingresults in a manner that is focused on the performance of our ongoing operations and to provide a more consistent basis for comparisonbetween quarters. For example, EBITDA can be used to measure our ability to service debt, fund capital expenditures and expand our business.Further, these non-9 of 41. GAAP results are one of the primary indicators we use for planning and forecasting in future periods. In addition, sincewe have historically reported non-GAAP results to the investment community, we believe the inclusion of non-GAAP numbers provides consistencyin our financial reporting. The presentation of this additional information should not be considered in isolation or as a substitute forresults prepared in accordance with accounting principles generally accepted in the United States.
The following table includes a list ofunusual items that have affected EBITDA. For The Year Ended May 31, (in millions) Loss On Extinguishment of Debt(a)-7.4-Kmart Bankruptcy Bad Debt(b)-9.12.4-Income (loss) from Discontinued Operations(c)(51.1)(5.0)(9.4)1.5(8.1)(a). During the second quarter of fiscal 2005, we discontinuedoperations of our outdoor recreational equipment, which includes trampolines, spas and other non-exerciserelated products.ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.The following should be read in conjunction with the financial statements and the related notes theretoappearing elsewhere in this Form 10-K.
Our fiscal year ends on May 31 of the corresponding calendar year. For example, fiscal2005 ended on May 31, 2005.The results of operations for any quarter or a partial fiscal year period or for the periods presented are not necessarilyindicative of the results to be expected for other periods or the full fiscal year. Certain prior year amounts have beenreclassified in order to conform to the current year presentation.RECENT DEVELOPMENTSIn fiscal 2003, we formed a foreign subsidiary (the Foreign Subsidiary) to build a manufacturing facility in Xiamen, China. The facility was completed in the summer of 2005. The cost of the project is approximately $30.5, with $15.5 million funded in the form of equity contributed by the two shareholders, and approximately $15.0 million in the form of debt.
The Foreign Subsidiary has arranged for the debt portion of the financing, which is provided by the Bank of China. As of May 31, 2005 the revolver balance with the Bank of China was $11.5 million. For the fiscal year ended May 31, 2005, the Chinese subsidiary had a loss of approximately $1.2 million of which approximately $0.4 million was recorded as minority interest in net loss of consolidated subsidiary. Our equity interest in the foreign subsidiary is 70%, which has been funded in the form of equity and debt. As of May 31, 2005, we have made contributions of $10.0 million and the minority interest contributionswere $5.5 million. The minority interest shareholder is also a long-time vendor of ours. We recorded purchases from this vendor of approximately $79.3 million and $93.0 million during the fiscal year ended May 31, 2005 and 2004, respectively.On July 30, 2005, we entered into a stock purchase agreement (the Agreement) with the minority shareholder of the Foreign Subsidiary to acquire our 70% interest in the Foreign Subsidiary in consideration for cancellation of debt of approximately $10.0 million.
Pursuant to the Agreement, we have 45 days from the date of the Agreement to negotiate a repurchase option agreement and supply agreement. We believe that we will have access to the Foreign Subsidiarys capacity and will use it as well as other third party offshore vendors to meet our manufacturing needs.As a result of our controlling interest in the foreign subsidiary, the investment has been reported on a consolidated basis for fiscal years endedMay 31, 2005 and 2004.10 of 41OVERVIEWWe manufacture and market a broad line of cardiovascular and other equipment and strength training equipment.
We are one of the largest manufacturers and marketers of home fitness equipment in the United States. In addition, we manufacture and distribute an innovative line of cardiovascular and other equipment and strength training equipment for the institutional fitness equipment market.We sell our products under a wide variety of brand names, and we use our portfolio of brands to tailor our product offerings to specific distribution channels.
We sell our products to department stores, mass retailers and warehouse clubs, sporting goods and specialty fitness retailers and directly to consumers and health clubs.The following paragraphs provide a brief description of certain items that appear in our Consolidated Statements of Operations.Net SalesNet sales primarily represent our gross sales adjusted for returns and allowances. We limit our customers' ability to return merchandise to us to products sold to their customers in which defects were discovered within the warranty coverage period (usually 90 days from the time of retail sale). Includes amounts for personal use of the Company jet.The following table sets forth information as of May 31, 2005, concerning options of HF Holdings, Inc. Exercised by each of the named executive officers in 2005 and year-end option values:28 of 41AGGREGATED OPTION EXERCISES IN LAST FISCAL YEARAND FISCAL YEAR END OPTION VALUESNameShares AquiredOn Exercise (#)OtherValueRealized ($)Number of UnexercisedOptions atMay 31, 2004 (#)Exercisable/UnexercisableValue ofUnexercised In-the-Money Options atMay 31, 2004 ($)(1)Exercisable/Unexercisable Common StockCommon StockCommon StockCommon StockScott R. Watterson-/-/-Gary E.
Fred Beck-49,995 / 49,995-/-David J. Watterson-59,979 / 59,979-/-Richard Hebert-/-/-Giovanni Lato-/-/-Daniele Di Carmine-/-/-(1). As of May 31, 2005, there was no market for the common stock of HF Holdings, Inc.; no value has been attributed to the equity underlying these options. There have been no arm's length sales of HF Holding's common stock since the closing of the recapitalization in September of 1999.1999 JUNIOR MANAGEMENT STOCK OPTION PLANIn September 1999, HF Holdings adopted its 1999 Junior Management Stock Option Plan (the '1999 Stock Option Plan') which provides for the grant of nonstatutory options to eligible employees.
A total of 333,300 shares of common stock of HF Holdings were reserved and issued under the 1999 Stock Option Plan, which is administered by the Board of Directors or a committee thereof.COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONWe maintained a compensation committee during fiscal 2005. The Compensation Committee consists of the following non-employee directors: Messrs. Gay, Benson and Tuttleman.REPORT OF THE COMPENSATION COMMITTEEThe Compensation Committee of the Board of Directors, composed of Messrs. Gay, Benson and Tuttleman, has the authority to administer the executive compensation for David J. Watterson, our Chief Executive Officer. Watterson participated in the deliberations concerning the compensation of other officers other than his own, and Mr. Beck participated in the deliberations concerning the compensation of officers other than himself and Mr.
Bernard 3500ss Manual Treadmill Machine
Watterson.COMPENSATION OF DIRECTORSOur directors do not receive any compensation for serving on the Board of Directors except for Messrs. Tuttleman, Benson and Albrecht. Tuttleman and Benson are paid $35,000 annually plus $1,000 for each meeting attended for their services as directors. Albrecht is paid $40,000 annually plus $1,000 for each meeting attended for his services as a director.
Directors are reimbursed for their out-of-pocket expenses incurred in connection with their service as directors. We also maintain liability insurance policies for our directors.PERFORMANCE BONUSIn fiscal 2003, the Board of Directors approved the establishment of a performance bonus pool in addition to the regular bonus program of $1.0 million. The Board gave discretion to Gary Stevenson and Scott Watterson to determine eligible employees and the amounts payable to each employee. These bonuses were paid in August of fiscal year 2003 and accrued in our May 31, 2003 financial statements. No additional performance bonus pool was awarded in fiscal 2004 or fiscal 2005.29 of 41EMPLOYMENT AGREEMENTSDuring the second and third quarter of fiscal 2004, Icon Health and Fitness, Inc.
(the Company) renegotiated, amended and restated the September 27, 1999 employment agreements (restatement) with each of Mr. Watterson and Mr. The restatement extends these agreements until July 31, 2008and provide in each case Mr. Watterson and Mr. Stevenson may take a leave of absence (leave of absence) commencing July 1, 2004 and ending not later than July 31, 2007 as mission presidents for the Church of Jesus Christ of Latter-day Saints.
Watterson and Mr. Stevenson are relieved during the leave of absence of their day-to-day duties at the Company and from contractual restrictions that are not consistent with their full time service at the Company, but are not relieved from their obligations of non-competition and confidentiality. During the leave of absence, each of Mr. Watterson and Mr. Stevenson will continue to receive his annualbase salary as well as participate in a bonus program providing for a bonus equal to a percentage of the Companys consolidated EBIDTA (as defined in the Companys Credit Facility) which percentage shall equal 1.25% for Mr.
Watterson and 1.10% for Mr. Moreover, during the leave of absence the Companys EBIDTA used to calculate the bonus will be the Companys fiscal year EBIDTA for the year ending May 31, 2003. Based on the Company's May 31, 2003 EBITDA, Mr. Watterson's annual bonus will be $1,190,000 and Mr. Stevenson's annual bonus will be $1,047,000 during the leave of absence.
The respective amounts of bonus paid during their leave of absence will not exceed the amounts of compensation that each would have received as a lump sum payment had they terminated their employment on May 31, 2004. Provisions for termination remain the same, except if the Company terminates either executives employment without the occurence of specified causal events orsuch executive terminates employment because of certain specified actions by the Company during the leave of absence, such executive will continue to receive his base salary and bonus through the end of the leave of absence and for an additional 12 months in the case the executive seeks, but is unable to, reach agreement with the Company to return to the Company to assume an executive position following the leave of absence. Each of Messrs. Watterson and Stevenson will remain directors of the Company during the leave of absence. Otherwise the employment agreements are substantially the same as the original agreements as amended by the second amendment.ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.HF Holdings owns all of our outstanding common stock. The following table and related notes set forth information with respect to the beneficial ownership of HF Holdings' 7,771,613 outstanding shares of common stock as of May 31, 2005 by (i) each person known to HF Holdings to beneficially own more than 5.0% of the outstanding shares of common stock of HF Holdings, (ii) each director and executive officer of HF Holdings individually and (iii) all directors and executive officers of HF Holdings as a group. Common StockBeneficially Owned (1)NameNumberOf SharesPercent ofOutstandingSharesScott R.
Watterson.(2) c/o ICON Health & Fitness, Inc. 1500 South 1000 West Logan, Utah 843.86%Gary E. Stevenson.(3) c/o ICON Health & Fitness, Inc. 1500 South 1000 West Logan, Utah 843.78%The Bain Funds(4) c/o Bain Capital, Inc. 111 Huntington Avenue Boston, Massachusetts 021995,161,03566.69%Robert C. Gay.(5) c/o Bain Capital, Inc. 111 Huntington Avenue Boston, Massachusetts 021995,161,03566.69%30 of 41 Common StockBeneficially Owned (1)NameNumberOf SharesPercent ofOutstandingSharesLester W.B. Moore.(5) c/o Sorenson Capital Partners 10150 South Centennial Parkway Suite 450 Sandy, Utah 840705,161,03566.69%Credit Suisse First Boston Corporation(6) c/o Credit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 1,312,93416.96%Alan H.
Freudenstein.(7) c/o Credit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 1,312,93416.96%HF Investment Holdings, LLC c/o ICON Health & Fitness, Inc. 1500 South 1000 West Logan, Utah 843215,160,03566.69%Stan C. Tuttleman. Tuttson's Inc. 349 Montgomery Avenue P.O. Box 22405 Bala Cynwyd, Pennsylvania 190.72%David Watterson(8). c/o ICON Health & Fitness, Inc. 1500 South 1000 West Logan, Utah 8432118,173-S.
Fred Beck(8) c/o ICON Health & Fitness, Inc. 1500 South 1000 West Logan, Utah 8432115,149-All Directors and Executive Officers as a Group 9 People7,692,26498.55%. Directors of the Company Footnotes To Common Stock Beneficially Owned Table(1). Except as otherwise indicated, (a) each owner has sole voting and investment power with respect to the shares set forth and (b) the figures in this table are calculated in accordance with Rule 13d-3, under the Exchange Act of 1934, as amended.
The table includes the HF Holdings Warrants (which have an exercise price, subject to adjustment, of $.01 per share) which are presently exercisable. The shares reported in this table as owned by a stockholder do not include the shares over which such stockholder has the right to direct the vote pursuant to the Stockholders Agreement.(2). Includes 5,160,035 shares of common stock beneficially owned by HF Investments of which the Bain Funds may be deemed the beneficial owners by virtue of their control of HF Investment Holdings pursuant to its operating agreement. Also includes 1,000 shares of common stock owned by IHF Holdings, Inc., of which the Bain Funds may be deemed the beneficial owners by virtue of the fact that one or more of their general partners or principals, or one or more general partners or principals of one of their general partners, is a director of HF Investment Holdings. The Bain Funds disclaim beneficial ownership of any shares in which they do not have a pecuniary interest.31 of 41(5). Includes the shares beneficially owned by each of the Bain Funds, of which each of Mr.
Moore may be deemed the beneficial owner by virtue of being a general partner or principal, or a general partner or a principal of the general partner, of such Bain Fund. Also includes 1,000 shares owned by IHF Holdings, Inc., of which each of Mr. Moore may be deemed the beneficial owner by virtue of each being a director. Moore disclaims the beneficial ownership of any such shares in which he does not have a pecuniary interest.(6).
Represents shares of common stock issuable upon exercise of the vested portion of options awarded pursuant to the 1999 HF Holdings Junior Management Stock Option Plan.ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSMANAGEMENT EQUITY GRANTOn September 27, 1999, HF Holdings issued to Messrs. Watterson and Stevenson, without cost, an aggregate of 666,700 shares of the common stock of HF Holdings (or approximately 6.7% of its common stock outstanding on a fully diluted basis upon the consummation of the September recapitalization). Watterson received 375,000 of these shares, while Mr. Stevenson received 291,700 shares.STOCKHOLDERS AGREEMENTOn September 27, 1999, we entered into a stockholders agreement (the 'Stockholders Agreement') with HF Holdings, HF Investment Holdings, Bain Capital, Credit Suisse First Boston Corporation ('CFSB') and Scott Watterson and Gary Stevenson.Under the Stockholders Agreement, holders of HF Holdings' common stock, who received such common stock in the exchange offer, are subject to transfer restrictions with respect to their common stock. In addition, these holders received customary tag along and drag along rights with respect to sales of common stock of HF Holdings (including sales by any Bain Capital Holder) and pre-emptive rights with respect to any issuances of common stock by HF Holdings to HF Investment Holdings. Form of Notice of Guaranteed Delivery used in connection with theExchange Offer.38 of 41SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ICON Health & Fitness, Inc.
Has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized. ICON HEALTH & FITNESS, INC. By: /s/ David J. Watterson Name: David J. Watterson Title: Chairman of the Board and Chief Executive Officer Date: September 2, 2005Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated. By:/s/ David J. Watterson David J. Watterson, Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) Date: September 2, 2005 By:/s/ S.
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Fred Beck S. Fred Beck, Vice President, Chief Financial and Accounting Officer, and Treasurer Date: September 2, 2005 By:/s/ Lester W.B. Moore Lester W.B. Moore, Director Date: September 2, 2005 By:/s/ W.
Steve Albrecht W. Steve Albrecht, Director Date: September 2, 2005 By:/s/ Stan Tuttleman Stan Tuttleman, Director Date: September 2, 2005 By:/s/ Gregory Benson Gregory Benson, Director Date: September 2, 200539 of 41 ICON Health & Fitness,Inc. Consolidated Financial StatementsMay 31, 2005F-1REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Shareholder ofICON Health & Fitness, Inc.:In our opinion, the consolidated financial statements listed in the accompanying index presentfairly, in all material respects, the financial position of ICON Health & Fitness, Inc. And its subsidiaries at May 31, 2005and 2004, and the results of their operations and their cash flows for each of the three years in the period ended May 31, 2005in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, thefinancial statement schedules listed in the accompanying index presents fairly, in all material respects, the information set forththerein when read in conjunction with the related consolidated financial statements. These financial statements and financial statementschedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statementsand financial statement schedules based on our audits. We conducted our audits of these statements in accordance with the standards ofthe Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used andsignificant estimates made by management, and evaluating the overall financial statement presentation.