-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KXJoWo9ouxb278uS4Flnu0QlV3yErLTn4KlC4LMoDGOhpw+PfsnDebjT27TkUCcZ dtCJ+rByTKg+3x6imwSJWw== 0000049401-03-000046.txt : 20030729 0000049401-03-000046.hdr.sgml : 20030729 20030729161333 ACCESSION NUMBER: 0000049401-03-000046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030704 ITEM INFORMATION: FILED AS OF DATE: 20030729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAUCONY INC CENTRAL INDEX KEY: 0000049401 STANDARD INDUSTRIAL CLASSIFICATION: RUBBER & PLASTICS FOOTWEAR [3021] IRS NUMBER: 041465840 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05083 FILM NUMBER: 03808877 BUSINESS ADDRESS: STREET 1: 13 CENTENNIAL DR STREET 2: CENTENNIAL INDUSTRIAL PK CITY: PEABODY STATE: MA ZIP: 01961 BUSINESS PHONE: 5085329000 MAIL ADDRESS: STREET 1: 13 CENTENNIAL DRIVE STREET 2: CENTENNIAL INDUSTRIAL PARK CITY: PEABODY STATE: MA ZIP: 01960 FORMER COMPANY: FORMER CONFORMED NAME: HYDE ATHLETIC INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: HYDE A R & SONS CO DATE OF NAME CHANGE: 19701030 8-K 1 k8.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2003 Saucony, Inc. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Massachusetts 000-05083 04-1465840 - ------------------------ ----------------------- ------------------------- (State or other juris- (Commission (IRS Employer diction of incorporation File Number) Identification No.) 13 Centennial Drive, Peabody, MA 01960 - ------------------------------------------ ------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 978-532-9000 Not applicable - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 12. Disclosure of Results of Operations and Financial Condition. On July 29, 2003, Saucony, Inc. announced its financial results for the quarter ended July 4, 2003. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 29, 2003 SAUCONY, INC. By: /s/ Michael Umana --------------------------------------- Michael Umana Executive Vice President, Finance Chief Financial Officer (Duly authorized officer and principal financial officer) EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release dated July 29, 2003 EX-99 4 ex99.txt PRESS RELEASE/JULY 29, 2003 EXHIBIT 99.1 Company Contact: Michael Umana Saucony, Inc. Chief Financial Officer, Chief Operating Officer/Treasurer (978) 532-9000 (800) 625-8080 For Immediate Release Investor Relations: Chad A. Jacobs/Brendon Frey Integrated Corporate Relations (203) 222-9013 cjacobs@icr-online.com SAUCONY, INC. REPORTS SECOND QUARTER FISCAL 2003 RESULTS |X| Net Income Increased 44% to $2.2 million |X| Diluted EPS Increased 40% to $0.35 |X| Raised Fiscal 2003 EPS Guidance Peabody, Massachusetts - July 29, 2003 -- Saucony, Inc. (NASDAQ: SCNYA and SCNYB) today announced financial results for the second quarter ended July 4, 2003. Net income increased 44% to $2.2 million from $1.5 million in the comparable period of 2002, and diluted earnings per share increased 40% to $0.35, compared to diluted earnings per share of $0.25 for the comparable period in 2002. Net sales for the second quarter decreased 5.5% to $34.5 million, compared to $36.5 million in the second quarter of 2002. For the six months ended July 4, 2003, net income increased 70% to $4.8 million from $2.9 million in the comparable period of 2002, and diluted earnings per share increased 67% to $0.77, compared to diluted earnings per share of $0.46 for the comparable period in 2002. Net sales increased 3.2% to $73.5 million, compared to $71.2 million in the comparable period of 2002. Net income for the second quarter and for the six months ended July 4, 2003, includes a pre-tax benefit of $566,000 recorded in general and administrative expenses as a result of a litigation settlement agreement between the Company and the trustee appointed to oversee the liquidation of assets of a former customer. John H. Fisher, President and Chief Executive Officer, commented, "Our strong bottom line performance was primarily driven by a 500 basis points increase in gross margin due to improved inventory management, supply chain execution and the favorable currency impact of a weaker US dollar, as well as the pre-tax benefit resulting from our litigation settlement. These results represent our 7th consecutive quarter of meeting or exceeding expectations. While the environment remains challenging, both Saucony and its retailers are cautiously optimistic in their outlook for the remainder of the year." Order Backlog - ------------- Our backlog of open orders at July 4, 2003 scheduled for delivery within the next five months (July 5, 2003 - November 28, 2003) totaled approximately $36.0 million, compared to $35.2 million at the end of the second quarter of 2002. At July 4, 2003, the open order backlog for delivery in the next 12 months was $41.7 million, compared to the July 5, 2002 backlog of $41.1 million. Mr. Fisher continued, "We believe the persistent economic uncertainties have continued to result in conservatism among retailers. This has resulted in increased order cancellations through the first half of Fiscal 2003, impacting our order backlog trends." Inventory - --------- Mr. Fisher remarked, "Our inventory management execution has been exceptional during these challenging times. We believe our quarter ending inventories are high in quality and also position us well to take advantage of increases in the demand for our core products in the second half of 2003." Quarterly Dividend - ------------------ On July 16, 2003 we paid our first regular quarterly dividend to all stockholders of record as of the close of business on June 18, 2003. John H. Fisher stated, "The adoption of our first-ever regular quarterly dividend plan represents yet another significant accomplishment for our company. On behalf of all shareholders, I again congratulate our team for their fine efforts." Net Sales - --------- Net sales for the second quarter of 2003 decreased 5.5% to $34.5 million, compared to $36.5 million in the second quarter of 2002. Domestic net sales decreased 7% to $27.2 million, compared to $29.2 million in the second quarter of 2002. International net sales remained constant at $7.3 million in the second quarter of 2003 compared to the second quarter of 2002. Saucony brand footwear accounted for approximately 87% of total second quarter 2003 net sales, while a combination of Hind apparel and factory outlet stores net sales accounted for the balance. Net sales for the six months ended July 4, 2003 increased 3.2% to $73.5 million, compared to $71.2 million in the comparable period of 2002. Domestic net sales increased 2.7% to $56.8 million, compared to $55.3 million in the comparable period of 2002. International net sales increased 5.0% to $16.7 million, compared to $15.9 million in the comparable period of 2002. Saucony brand footwear accounted for approximately 85% of total sales during the first six months of 2003, while a combination of Hind apparel and factory outlet stores net sales accounted for the balance. Gross Margin - ------------ The Company's gross margin in the second quarter of 2003 increased to 39.0% compared to 34.0% in the second quarter of 2002, due primarily to improved margins on certain domestic footwear products, reduced Hind apparel inventory reserves, favorable currency exchange due to the impact of a weaker U.S. dollar against European and Canadian currencies and proportionately lower sales of closeout footwear. For the first six months of 2003, gross margin increased to 38.9% versus to 34.1% in the comparable period of 2002 due primarily to improved margins on certain domestic footwear products, reduced Hind apparel inventory reserves, favorable currency exchange due to the impact of a weaker U.S. dollar against European and Canadian currencies and proportionately lower sales of closeout footwear. Selling, General and Administrative Expenses - -------------------------------------------- Selling, general and administrative expenses as a percentage of net sales increased to 28.7% in the second quarter of 2003 compared to 26.8% in the second quarter of 2002. In absolute dollars, selling, general and administrative expenses increased 1%, due primarily to increased incentive compensation, increased insurance costs, increased administrative and selling payroll and increased employee healthcare costs, partially offset by lower provisions for bad debt expense, due to the litigation settlement and, to a lesser extent, lower depreciation expense and reduced variable selling expenses. Selling expenses as a percentage of net sales in the second quarter of 2003 were 14.3% compared to 14.0% in the 2002 period, while general and administrative expenses were 14.4% of net sales compared to 12.8% in the second quarter of 2002. For the six months ended July 4, 2003, selling, general and administrative expenses as a percentage of net sales increased to 28.3% compared to 27.3% in the comparable period of 2002. In absolute dollars, selling, general and administrative expenses increased 7%, due primarily to increased incentive compensation, increased insurance costs, increased administrative and selling payroll, increased employee healthcare costs and higher professional fees, partially offset by lower provisions for bad debt expense, due to the litigation settlement and, to a lesser extent, lower depreciation expense, reduced variable selling expenses and decreased account specific advertising and promotion. Selling expenses as a percentage of net sales in the first six months of 2003 were 13.4% compared to 14.1% in the comparable period of 2002, while general and administrative expenses were 14.9% of net sales compared to 13.2% in the first six months of 2002. Net Income - ---------- Net income for the second quarter of 2003 was $2.2 million, or $0.35 per share on a diluted basis, compared to $1.5 million, or $0.25 per share on a diluted basis, in the second quarter of 2002. For the six months ended July 4, 2003, net income was $4.8 million, or $0.77 per share on a diluted basis, compared to $2.9 million, or $0.46 per share on a diluted basis for the first six months of 2002. Mr. Fisher concluded, "Our achievements over the past two years are directly related to the hard work of our people and demonstrate the considerable progress we have made strategically, financially and operationally. We head into the second half of fiscal 2003 with brand momentum, a strong balance sheet, a stronger management team and a compelling strategy that we believe will result in long-term growth and profitability. Acquisition of Minority Shareholders' Interest - ---------------------------------------------- On July 24, 2003, the Company entered into a Share Purchase Agreement with the minority shareholder of Saucony Canada, Inc. whereby the Company increased its ownership percentage of Saucony Canada, Inc to 95% from 85%. The purchase price is estimated at $539,000 and is valued at the net book value as of July 4, 2003. Business Outlook - ---------------- The Company is providing certain forward-looking information in this press release. These statements are based on the Company's current information and expectations, and actual results may differ materially. The Company undertakes no obligation to update this information. Please see the further disclaimer in the last paragraph of this release. The following information replaces our previous guidance. Third Quarter and Fiscal Year 2003 - ---------------------------------- The Company expects fully diluted earnings per share to range from $0.25 to $0.27 for the third quarter of 2003 and to range from $1.09 to $1.14 for the year. The Company expects third quarter net sales to range from $32 million to $33 million. The Company expects net sales for the year to range from $131 million to $133 million. The Company expects gross margins of approximately 38% for both the third quarter and for the year. The Company expects selling, general and administration expenses in the range of 29% to 30% of sales for the third quarter and to be approximately 30% for the year. Investor Conference Call - ------------------------ The Company will provide a web simulcast and rebroadcast of its second quarter earnings release conference call. The live broadcast of the Company's quarterly conference call is scheduled for July 30, 2003, beginning at 8:30 a.m. Eastern Time and will be accessible online at www.companyboardroom.com and under the "Investor Relations" section at www.sauconyinc.com. The online replay will be available shortly after the conference call and will continue to be available through July 30, 2004. _ _ _ _ _ _ _ _ _ _ Saucony, Inc. designs, develops, and markets (i) a broad line of performance-oriented athletic shoes for adults under the Saucony(R) brand name, (ii) athletic apparel under the Hind(R) brand name and (iii) athletic and workplace shoes under the Spot-bilt(R) name. This press release contains forward-looking statements that involve a number of risks and uncertainties. For this purpose, any statements that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes," "anticipates," "plans," "expects," "intends," "estimates," and similar expressions are intended to identify forward-looking statements, and all of our statements under "Business Outlook" above are forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in the Company's Annual Report on Form 10-K under "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Certain Other Factors that May Affect Future Results" ("Certain Factors") filed by Saucony, Inc. with the Securities and Exchange Commission on April 3, 2003, which Certain Factors discussion is incorporated herein by this reference. In particular, there can be no assurance as to the level of earnings per share, net sales, gross margins, selling, general and administrative expenses and other operating results that will be achieved by the Company because such items are materially dependent upon the condition of the domestic and world economies, the impact of foreign regulation and the performance of foreign suppliers, competition from third parties and consumer preferences. All forward-looking statements are made only as of the date of this press release. The Company makes no undertaking to update any of these statements.
SAUCONY, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheet (in thousands) ASSETS July 4, January 3, 2003 2003 (Unaudited) ---------- ----------- Current assets: Cash and cash equivalents $ 36,703 $ 34,483 Accounts receivable 24,558 15,496 Inventories 19,578 27,201 Prepaid expenses and other current assets 2,887 3,490 --------- --------- Total current assets 83,726 80,670 --------- --------- Property, plant and equipment, net 5,902 5,714 --------- --------- Other assets 1,138 1,156 --------- --------- Total assets $ 90,766 $ 87,540 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable 6,946 8,543 Accrued expenses and other current liabilities 6,908 7,800 --------- --------- Total current liabilities 13,854 16,343 --------- --------- Long-term obligations: Deferred income taxes 2,144 1,859 --------- --------- Minority interest in consolidated subsidiaries 274 642 --------- --------- Stockholders' equity: Common stock, $.33 1/3 par value 2,293 2,273 Additional paid in capital 18,245 17,769 Retained earnings 60,522 55,945 Accumulated other comprehensive loss (38) (870) Common stock held in treasury, at cost (6,423) (6,297) Unearned compensation (105) (124) --------- --------- Total 74,494 68,696 --------- --------- Total liabilities and stockholders' equity $ 90,766 $ 87,540 ========= =========
SAUCONY, INC. AND SUBSIDIARIES Consolidated Statements of Income For the quarter and six-months ended July 4, 2003 and July 5, 2002 (Unaudited) (Amounts in thousands, except per share data) Quarter Quarter Six-Months Six-Months Ended Ended Ended Ended July 4, July 5, July 4, July 5, 2003 2002 2003 2002 ---- ---- ---- ---- Net sales $ 34,472 $ 36,453 $ 73,540 $ 71,240 Other revenue 68 33 163 97 --------- -------- --------- -------- Total revenue 34,540 36,486 73,703 71,337 --------- -------- --------- -------- Costs and expenses Cost of sales 21,044 24,046 44,916 46,934 Selling expenses 4,938 5,106 9,870 10,067 General and administrative expenses 4,967 4,661 10,955 9,393 Plant closing and other credits -- (59) -- (59) --------- -------- --------- -------- Total costs and expenses 30,949 33,754 65,741 66,335 --------- -------- --------- -------- Operating income 3,591 2,732 7,962 5,002 Non-operating income (expense) Interest income 53 67 127 155 Interest expense (3) (1) (5) (3) Foreign currency gains (losses) 73 (19) 58 (44) Other 28 43 17 44 --------- -------- --------- -------- Income before income taxes and minority interest 3,742 2,822 8,159 5,154 Provision for income taxes 1,468 1,216 3,218 2,183 Minority interest in income of consolidated subsidiaries 42 57 106 121 --------- -------- --------- -------- Net income $ 2,232 $ 1,549 $ 4,835 $ 2,850 ========= ======== ========= ======== Earnings per common share: Basic $ 0.37 $ 0.25 $ 0.80 $ 0.47 ========= ======== ========= ======== Diluted $ 0.35 $ 0.25 $ 0.77 $ 0.46 ========= ======== ========= ======== Weighted average common shares and equivalents outstanding: Basic 6,085 6,099 6,075 6,092 ======== ======== ========= ======== Diluted 6,299 6,214 6,278 6,168 ======== ======== ========= ======== Cash dividends per share of common stock: Class A common stock $ 0.040 $ -- $ 0.040 $ -- Class B common stock $ 0.044 $ -- $ 0.044 $ --
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