-----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, RZexYHWtFNjsRt6UPJXtTOA+M6aA6c0uCwYWJppptNxF8jUux69b3jvVDPv06sQ3 wTt/Kxi+bezwStPebhkY1Q== 0000898430-99-000400.txt : 19990209 0000898430-99-000400.hdr.sgml : 19990209 ACCESSION NUMBER: 0000898430-99-000400 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: K SWISS INC CENTRAL INDEX KEY: 0000862480 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 954265988 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 000-18490 FILM NUMBER: 99524145 BUSINESS ADDRESS: STREET 1: 31248 OAK CREST DRIVE CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 BUSINESS PHONE: 8187065100 MAIL ADDRESS: STREET 1: 31248 OAK CREST DR CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 10-K405 1 FISCAL YEAR ENDED DECEMBER 31, 1998 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) [X] OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-18490 K-SWISS INC. (Exact name of Registrant as specified in its charter) Delaware 95-4265988 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 31248 Oak Crest Drive, Westlake 91361 Village, California (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (818) 706-5100 Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange Title of each Class on which registered ------------------- --------------------- None None
Securities registered pursuant to Section 12(g) of the Act: Class A Common Stock, par value $.01 per share (Title of class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the Class A Common Stock of the Registrant held by non-affiliates of the Registrant on February 1, 1999 based on the closing price of the Class A Common Stock on the NASDAQ National Market System on such date was $125,382,379. The number of shares of the Registrant's Class A Common Stock outstanding at February 1, 1999 was 7,313,796 shares. The number of shares of the Registrant's Class B Common Stock outstanding at February 1, 1999 was 3,426,556 shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the proxy statement for the Registrant's 1999 Annual Stockholders Meeting are incorporated by reference into Part III. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- K-SWISS INC. INDEX TO ANNUAL REPORT ON FORM 10-K For the Fiscal Year Ended December 31, 1998
Caption Page ------- ---- PART I Item 1. Business..................................................... 3 Item 2. Properties................................................... 9 Item 3. Legal Proceedings............................................ 10 Item 4. Submission of Matters to a Vote of Security Holders.......... 10 Item 4(a). Executive Officers of the Registrant......................... 10 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.......................................... 12 Item 6. Selected Financial Data...................................... 13 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.................................... 14 Item 8. Financial Statements and Supplementary Data.................. 21 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..................................... 41 PART III Item 10. Directors and Executive Officers of the Registrant........... 41 Item 11. Executive Compensation....................................... 41 Item 12. Security Ownership of Certain Beneficial Owners and Management................................................... 41 Item 13. Certain Relationships and Related Transactions............... 41 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.......................................................... 41
2 PART I Item 1. Business Company History and General Strategy K-Swiss Inc. designs, develops and markets a growing array of athletic footwear for high performance sports use, fitness activities and casual wear. The Company was founded in 1966 by two Swiss brothers, who introduced one of the first leather tennis shoes in the United States. The shoe, the K-Swiss "Classic", has remained relatively unchanged from its original design, and accounts for a significant portion of the Company's sales. The Classic has evolved from a high-performance shoe into a casual, lifestyle shoe. Since its inception, the Company has emphasized in its marketing the Swiss heritage of the Company, including the commitment to produce products of high quality and enduring style. The Company plans to continue to emphasize the high quality and classic design of its products as it introduces new models of athletic footwear. On December 30, 1986, the Company was purchased by an investment group led by the Company's current President. The Company thereafter recruited experienced management and reduced manufacturing costs by increasing offshore production and entering into new, lower cost purchasing arrangements. The Company's products are manufactured to its specifications by overseas suppliers predominately in China. In June 1991 and September 1992, K-Swiss International Ltd. and K-Swiss B.V. (located in the Netherlands), respectively, commenced operations to broaden the Company's distribution on a global scale. In addition, in August 1992, K-Swiss Inc. completed the acquisition of K-Swiss Europe Limited (renamed to K-Swiss (UK) Ltd.) which handles distribution in the United Kingdom. The Company's product strategy is two pronged. The first combines classic styling with high quality components and technical features designed to meet performance requirements of specific sports. The Company endeavors to use classic styling to reduce the impact of changes in consumer preferences and believes that this strategy leads to longer product life cycles than are typical of the products of certain of its competitors. Management believes that long product life cycles reduce total markdowns over the life of the products, thereby enhancing their attractiveness to retailers. This strategy also enables the Company to maintain inventory with less risk of obsolescence than is typical of more fashion-oriented products. The second product strategy uses fashion oriented footwear sold principally on a futures only basis usually with little or no planned inventory position taken on these products. This strategy allows the Company to take advantage of trends in the marketplace that it identifies while attempting to minimize the risk generally associated with this type of product. The Company sells its products in the United States through independent sales representatives primarily to specialty athletic footwear stores, pro shops, sporting good stores and department stores. The Company also sells its products to a number of foreign distributors. The Company now has sales offices or distributors throughout the world. During 1992, the Company established sales offices and now has appointed exclusive distributors in much of Europe. The Company believes that its overseas sales offices and foreign distributors provide an opportunity for future growth. The Company was organized under the laws of the State of Delaware on April 16, 1990. The Company is successor in interest to K-Swiss Inc., a Massachusetts corporation, which in turn was successor in interest to K-Swiss Inc., a California corporation. The Company's principal executive offices are located at 31248 Oak Crest Drive, Westlake Village, California 91361, and its telephone number is (818) 706-5100. Unless the context otherwise requires, the term the "Company" as used herein refers to K-Swiss Inc. and its consolidated subsidiaries. 3 Products The following table summarizes the K-Swiss product lines and sets forth the approximate contribution to revenues (in dollars and as a percentage of revenues) attributable to each footwear category for the periods indicated. All footwear categories come in both men's (approximately 38% of 1998 revenues) and women's (approximately 36% of 1998 revenues). Most styles within each footwear category are offered in men's, women's and children's.
Revenues (1) ---------------------------------------- Year Ended December 31, ---------------------------------------- 1998 1997 1996 ------------ ------------ ------------ Product Category $ % $ % $ % - ---------------- -------- --- -------- --- -------- --- (Dollar amounts in thousands) Classic............................... $ 98,312 61% $ 67,163 58% $ 50,573 48% Tennis/Court.......................... 20,146 13 20,505 18 25,511 24 Children's............................ 36,491 22 21,288 19 18,693 18 Other (2)............................. 5,972 4 6,169 5 10,733 10 -------- --- -------- --- -------- --- Total................................. $160,921 100% $115,125 100% $105,510 100% ======== === ======== === ======== === Domestic (3).......................... $144,891 90% $ 91,040 79% $ 75,945 72% ======== === ======== === ======== ===
- -------- (1) For purposes of this table, revenues do not include other domestic income and fees earned by the Company on sales by foreign licensees and distributors. (2) Other consists of outdoor shoes, apparel, accessories, sport sandals and blemished shoes. (3) Included in totals on previous line. Footwear The Company's product line through 1987 consisted primarily of the Classic. The Classic was originally developed in 1966 as a high-performance tennis shoe. Since that time, the Classic has become a popular casual shoe, while realizing strong sales as the Original Classic shoe. The upper of the Classic includes only three separate pieces of leather, which allows for a relatively simple manufacturing process and yields a product with few seams. This simple construction improves the shoe's comfort, fit and durability. The Company has from time to time incorporated certain technical advances in materials and construction, but the Classic has remained relatively unchanged in style since 1966. The Classic continues to be the Company's single most important product. The Classic, through product development, has evolved also into a category of shoes denoted as the Classic category. The Classic category is comprised of three components, the Classic as described above, the K-S Collection and the Limited Edition series. The Classic component contains shoes that the Company intends to carry in its product assortment for many years. They generally have shoe characteristics such as d-rings and five stripes, and, because they are long- duration shoes, the Company maintains significant inventory positions of this component. Significant inventory positions allow for effective EDI programs with our retailers which fits into the Company's strategy of attempting to become the retailers most profitable vendor. The K-S Collection comprises shoes offered for three to five seasons and they generally do not contain d- rings and have diffused or no stripes. Sometimes inventory is maintained on these products. The Limited Edition series is generally meant for a one-season offering. They are generally fashionable type shoes that are purchased from factories only to fulfill futures orders received from retailers. Presently, the Company competes in the Classic category (casual), tennis and children's footwear. Each product category has certain styles designated as core products. The Company's core products 4 offer style continuity and often include on-going improvement. The Company believes its core product program is a critical factor in attempting to achieve the Company's goal of becoming the "retailers' most profitable vendor". The core program tends to minimize retailers' markdowns and maximizes the effectiveness of marketing expenditures because of longer product life cycles. Apparel and Accessories The Company markets a line of K-Swiss branded apparel and accessories. The products are designed with the same classic strategies used in the footwear line. Classic styling allows the Company to appeal to a variety of new markets from an urban distribution to an upscale suburban consumer. The products represent high quality with an exceptional value. Products consist of tennis apparel (skirts, shorts, polo's, and warm-up suits) worn by the number one Men's Doubles Team in the World, to oversized mesh jersey's, fleece sweatshirts and pants, windwear, denim shorts, tee shirts, caps, and socks for the casual athletic consumer. The apparel line is distributed through the large chain sporting goods stores as well as independent shoe and sporting goods dealers nationwide. The apparel products offer the company the ability to dress the consumer from head to toe. It also offers the Company visible promotional opportunities. Sales Financial information relating to international and domestic operations is presented as part of Item 8 of this report. See Note M to the Company's Consolidated Financial Statements. Marketing Advertising and Promotion Management believes that its strategy of designing products with longer life cycles and introducing fewer new models relative to its competition enhances the effectiveness of its advertising and promotions. In 1998, K-Swiss launched its largest ever television campaign. The campaign titled "Club K-Swiss" was run primarily on network and cable television, and was supported by several general interest/fashion magazines, as well as select tennis magazines. As the Company's heritage has been rooted in performance tennis, the launch in 1997 of a new high-end performance tennis line, termed, the 7.0 System (after the NTRP rating system), was well received by retailers and consumers. This launch was supported by an extensive print campaign in tennis enthusiast magazines. Along with this, the Company signed the # 1 Doubles Team in the World, "The Woodies", as endorsers of the new line. These marketing efforts were in addition to the existing grassroot's efforts already in place, which include; club teaching professionals, local tennis tournaments, along with sponsorship of individual junior players. Advertising and promotion efforts in foreign markets are directed by local distributors. The Company's agreements with foreign distributors generally require such distributors to spend a certain percentage of their sales of the Company's products on advertising and promotion. The Company controls the nature and content of these promotions. Domestic Marketing The Company's current marketing strategy emphasizes distribution to retailers whose marketing strategies are consistent with the Company's reputation for quality and service. 5 The Company's footwear products are sold domestically through approximately 45 independent regional sales representatives and three Company-employed senior sales managers. The independent sales representatives are paid on a commission basis, and are prohibited by contract from representing other brands of athletic footwear and related products. These representatives sold to approximately 3,100, 3,100 and 3,300 separate accounts as of December 31, 1998, 1997 and 1996, respectively. The Company's strategy is to increase its account base of upscale retail outlets in a controlled manner. During 1998, the Foot Locker group of stores and affiliates accounted for approximately 26% of total revenues. See Note L to the Company's Consolidated Financial Statements. No other domestic customer accounted for more than 10% of total revenues during this period. The Company offers a "futures" program, under which retailers are offered discounts on orders scheduled for delivery more than five months after the order is made. There is no guarantee that such orders will not be canceled prior to acceptance by the customer. This program is similar to programs offered by other athletic shoe companies. Because of the positive effect of the futures program on inventory costs, planning and production scheduling, the Company has expanded the program. See "Distribution". In addition, the Company engages in certain marketing programs from time to time that provide for extended terms on initial domestic orders of new styles. The Company maintains a customer service department consisting of 15 persons at its Westlake Village, California facility. The customer service department accepts telephone orders for the Company's products, handles inquiries and notifies retailers of the status of their orders. The Company has made a substantial investment in computer equipment for general customer support and service, as well as for distribution. See "Distribution". International Marketing In 1991, the Company established a sales management team in Asia. The Company has exclusive distributors in certain Pacific Rim countries. Exclusive distributors of the Company's products are generally contractually obligated to spend specific amounts on advertising and promotion of the Company's products. The Company has also established exclusive distributors in other international markets. To expand the marketing of its products into Europe, the Company opened its own office in Amsterdam, the Netherlands in 1992. By the end of 1998, K-Swiss was working through 4 international subsidiaries and 28 distributors to market K-Swiss products in potentially 54 countries. Distribution During December 1997, the Company relocated its distribution facility. The Company now maintains 309,000 square feet of warehouse space at a leased facility in Mira Loma, California. Approximately 90,000 square feet of this facility is subleased to a tenant. The Company owned a 56,000 square foot warehouse in Pacoima, California which was leased to a tenant. This warehouse was sold and escrow closed in January 1998. See "Item 2. Properties". The Company purchases footwear from independent manufacturers located predominantly in China. The time required to fill new orders placed by the Company with its manufacturers is approximately five months. Such footwear is generally shipped in ocean containers and delivered to the Company's facility in California. In some cases, large customers of the Company may receive containers of footwear directly from the manufacturer. Distribution to European and certain other 6 distributors is based out of the Netherlands office public distribution facility. The Company generally arranges shipment of other international orders directly from its independent manufacturers. The Company maintains an open-stock inventory on certain products which permits it to ship to retailers on an "at once" basis in response to orders placed by mail or toll-free telephone call. The Company has made a significant investment in computer equipment that provides on-line capability to determine open-stock availability for shipment. Additionally, products can be ordered under the Company's "futures" program. See "Marketing--Domestic Marketing". The Company ships by package express or truck from California, depending upon size of order, customer location and availability of inventory. Product Design and Development The Company maintains offices in Westlake Village, California and Taiwan that include a staff of individuals responsible for the design and development of new styles for all global regions. This staff receives guidance from the Company's management team in California, who meet regularly to review sales, consumer and market trends. Manufacturing In 1998, approximately 93% of the Company's footwear products were manufactured in China, 3% in Indonesia, 3% in Thailand, and 1% in Taiwan. This shift from prior years in the geographic sourcing of production capacity occurred primarily because of lower prevailing labor wage rates in China and certain other factors. Although the Company has no long-term manufacturing agreements and competes with other athletic shoe companies for production facilities (including companies that are much larger than the Company), management believes that the Company's relationships with its footwear producers are satisfactory and that it has the ability to develop, over time, alternative sources for its footwear. The Company's operations, however, could be materially and adversely affected if a substantial delay occurred in locating and obtaining alternative producers. All manufacturing of footwear is performed in accordance with detailed specifications furnished by the Company and is subject to quality control standards, with the Company retaining the right to reject products that do not meet specifications. The bulk of all raw materials used in such production is purchased by manufacturers at the Company's direction. The Company's inspectors at the manufacturing facilities conduct testing and inspection of footwear products prior to shipment from those facilities. During 1998, the Company's apparel and accessory products were manufactured in Taiwan, Hong Kong, China, Macau, Thailand and the United States by certain manufacturers selected by the Company. The Company's operations are subject to compliance with relevant laws and regulations enforced by the United States Customs Service and to the customary risks of doing business abroad, including fluctuations in the value of currencies, increases in customs duties and related fees resulting from position changes by the United States Customs Service, import controls and trade barriers (including the unilateral imposition of import quotas), restrictions on the transfer of funds, work stoppages and, in certain parts of the world, political instability causing disruption of trade. These factors have not had a material adverse impact upon the Company's operations to date. Imports into the United States are also affected by the cost of transportation, the imposition of import duties, and increased competition from greater production demands abroad. The United States or the countries in which the Company's products are manufactured may, from time to time, impose new quotas, duties, tariffs or other restrictions, or adjust presently prevailing quotas, duty or tariff levels, which could affect the Company's operations and its ability to import products at current or increased levels. The Company cannot predict 7 the likelihood or frequency of any such events occurring. A change in any such duties, quotas or restrictions could result in increases in the costs of such products generally and might adversely affect the sales or profitability of the Company and the athletic footwear industry as a whole. The Company's use of common elements in raw materials, lasts and dies gives the Company flexibility to duplicate sourcing in various countries in order to reduce the risk that the Company may not be able to obtain products from a particular country. The Company's footwear products are subject to the United States customs duties which range from 8.5% to 10.5% on footwear made principally of leather to duties on moderately priced canvas shoes of 15.6% to 37.5% plus $.90 per pair. Currently, approximately 94% of the Company's footwear volume is derived from sales of leather footwear and approximately 6% of the Company's footwear volume is derived from sales of canvas footwear. A large portion of the Company's imported products are manufactured in the People's Republic of China ("China"). As discussed below, the continued importation of these products could be affected by any one of several significant trade issues that presently impact U.S.-China relations. After a serious dispute with the United States Trade Representative ("USTR") over the protection of intellectual property rights in China, including the threat by USTR to impose trade sanctions, the Chinese government agreed to meet its enforcement obligations. That agreement is now being monitored by USTR, and the failure of China to comply with its obligations could result in trade sanctions in the future, including the imposition of retaliatory tariffs that might affect the Company's imports of footwear from China. From time to time there have been other trade disputes with China, involving such things as market access, textile quotas, automotive industry policies, and agricultural products. These and other such matters could also present problems in the future that might lead to trade sanctions affecting the Company's imports of footwear. Imports from China continue to enter the United States on a conditional normal-trade-relations ("NTR") basis. Pursuant to NTR, products imported by the Company from China currently receive the lower tariff rates made available to most of the United States' major trading partners. In the case of China, however, this NTR treatment is made possible under the Trade Act of 1974 by virtue of certain Presidential findings that waive restrictions that would otherwise render China ineligible for NTR treatment. The President has waived these restrictions each year since 1979. There can be no assurance that China will continue to enjoy NTR status in the future. If goods manufactured in China enter the United States without benefit of NTR treatment, such goods will be subject to significantly higher duty rates, ranging between 20% and 66% of customs value. Any such increased duties or tariffs could significantly increase the cost or reduce supply of goods from China. Backlog At December 31, 1998 and 1997, domestic futures orders with start ship dates from January through June 1999 and 1998 were approximately $131,452,000 and $56,189,000, respectively. At December 31, 1998 and 1997, international futures orders with start ship dates from January through June 1999 and 1998 were approximately $9,011,000 and $8,473,000, respectively. "Backlog", as of any date, represents orders scheduled to be shipped within the next six months. Backlog does not include orders scheduled to be shipped on or prior to the date of determination of backlog. The mix of "futures" and "at once" orders can vary significantly from quarter to quarter and year to year and therefore "futures" are not necessarily indicative of revenues for subsequent periods. Orders generally may be canceled by customers without financial penalty. The Company believes its rate of net customer cancellations of domestic orders approximates industry averages for similar companies. Customers may also reject nonconforming goods. To date, the Company believes it has 8 not experienced returns of its products or bad debts of customers materially in excess of industry averages for similar companies. Competition The athletic footwear industry is highly competitive, and recent sales growth of athletic and athletic-style leisure footwear has spurred the entry of many new competitors and an increase in competition from established companies. The largest domestic marketers of such footwear are Nike and Reebok, while the international market is dominated by Adidas, Nike and Reebok. Each of these companies has substantially greater financial, distribution and marketing resources as well as greater brand awareness than the Company. The Company has recently increased its emphasis on product lines beyond the Company's Classic tennis model. In the past, the Company has introduced products in such highly competitive categories such as court, boating, outdoor and children's shoes. See "Products". There can be no assurance that the Company will penetrate these or other new markets or increase the market share it has established to date. The principal elements of competition in the athletic footwear market include brand awareness, product quality, design, pricing, fashion appeal, marketing, distribution, performance and brand positioning. The Company's products compete primarily on the basis of technological innovations, quality, style, and brand awareness among consumers. While the Company believes that its competitive strategy has resulted in increased brand awareness and market share, there can be no assurance that the Company will be able to retain or increase its market share or respond to changing consumer preferences. Trademarks and Patents The Company utilizes trademarks on all of its products and believes that its products are more marketable on a long-term basis when identified with distinctive markings. K-Swiss(R) is a registered trademark in the United States and certain other countries. The Company's name is not registered as a trademark in certain countries because of restrictions on registering names having geographic connotations. However, since K-Swiss is not a geographic name, the Company has often secured registrations despite such objections. The Company's shield emblem and the five-stripe design are also registered in the United States and certain foreign countries. The five-stripe design is not presently registered in some countries because it has been deemed ornamental by regulatory authorities. The five-stripe design has not been registered in Germany because of a possible conflict with Adidas' three stripe design mark. The Company selectively seeks to register the names of its shoes, its logos and the names given to certain of its technical and performance innovations, including Aosta(R) rubber and Silicone Formula 18(R). The Company has obtained patents in the United States regarding the D.R. Cinch System(R), the stability design incorporated into the Si-18(R) tennis shoe, and other features. The Company vigorously defends its trademarks and patent rights against infringement worldwide and employs independent security consultants to assist in such protection. To date, the Company is not aware of any significant counterfeiting problems regarding its products. Employees At December 31, 1998, the Company employed 160 persons in the United States, 65 persons in Taiwan and China, and 28 persons in England and the Netherlands. Item 2. Properties In August 1998, the Company moved into its new headquarters facility in Westlake Village, California. This facility, which is owned by the Company, is approximately 50,000 square feet. The Company occupies one-half of this facility and is in the process of leasing the remaining portion. 9 The Company owned a 56,000 square foot facility in Pacoima, California, which was used as the Company's principal executive offices through December 1992. This facility was sold and escrow closed in January 1998. The Company leases a 309,000 square foot distribution facility in Mira Loma, California. This lease expires in January 2003, subject to two options, each of which would extend the term of the lease for three years. Approximately 90,000 square feet of this facility is subleased to a tenant through January 2003. The Company uses the Mira Loma facility as its main distribution center. The effective monthly commitment for the Mira Loma facility is approximately $79,000. Item 3. Legal Proceedings The Company is, from time to time, a party to litigation which arises in the normal course of its business operations. The Company does not believe it is presently a party to litigation which will have a material adverse effect on its business or operations. Item 4. Submission of Matters to a Vote of Security Holders None. Item 4(a). Executive Officers of the Registrant The executive officers of the Company are as follows:
Age at December 31, Name 1998 Position ---- ------------ -------- Steven Nichols 56 Chairman of the Board and President Preston Davis 54 Vice President--Sales Edward Flora 47 Vice President--Operations Lee Green 45 Corporate Counsel Thomas Harrison 56 Senior Vice President Donna Lucas 36 Vice President--Apparel Deborah Mitchell 37 Vice President--Marketing George Powlick 54 Vice President--Finance, Chief Financial Officer, Secretary and Director Janice Smith 37 Corporate Controller Brian Sullivan 45 Vice President--National Accounts Peter Worley 38 Vice President--Product Development
Officers are appointed by and serve at the discretion of the Board of Directors. Steven Nichols has been President and Chairman of the Board of the Company since 1987. From 1980 to 1986, Mr. Nichols was a director and Vice President-- Merchandise of Stride Rite Corp., a footwear manufacturer and holding company. In addition, Mr. Nichols was President of Stride Rite Footwear from 1982 to 1986. From 1979 to 1982, Mr. Nichols served as an officer and President of Stride Rite Retail Corp., the largest retailer of branded children's shoes in the United States. From 1962 through 1979, he was an officer of Nichols Foot Form Corp., which operated a chain of New York retail footwear stores. Preston Davis, Vice President--Sales, joined the Company in March 1987 as a consultant and served as Vice President--Sales from June 1987 to January 1989 and Vice President--Marketing from February 1989 to February 1991. Prior to joining the Company, Mr. Davis owned and managed Preston Davis Associates, a marketing and sales consulting firm, specializing in sporting goods. From 10 June 1982 through December 1985, Mr. Davis was Vice President--Sales for Kaepa, Inc., another athletic shoe company. Edward Flora, Vice President--Operations, joined the Company as a consultant in June 1990 and served as Director--Administration from October 1990 to February 1994. Prior to joining the Company, Mr. Flora was Vice President-- Distribution for Bugle Boy Industries, a manufacturer and distributor of Men's, Women's, and Children's apparel, from 1987 through May 1990. Lee Green, Corporate Counsel, joined the Company in December 1992. Mr. Green was formerly a partner in the international law firm of Baker & McKenzie. He worked in the firm's Taipei office from 1985 to 1988 and its Palo Alto office from 1988 to 1992. Thomas Harrison, Senior Vice President, joined the Company in January 1989. From 1987 through 1988, Mr. Harrison was President of Osh Kosh Footwear, a manufacturer and wholesaler of casual footwear. From 1985 to 1987, Mr. Harrison was President of Keds Corp., a division of Stride Rite Corp. From 1984 to 1985, Mr. Harrison was national account representative for Osh Kosh Footwear. From 1977 through 1984, Mr. Harrison was manager of the consumer products division of Uniroyal, Inc., which included the footwear lines of Keds, Pro-Keds and Sperry Topsider. Mr. Harrison joined Uniroyal in 1967 as a sales representative for its Keds Division. Donna Lucas, Vice President--Apparel, joined the Company in December 1996. Ms. Lucas was the Director of Design and Merchandising for Benetton Sportsystem USA from 1990 to 1996. Previous to that she was with Adidas USA in several different capacities from 1986 to 1990. Her responsibilities ranged from design to merchandising of all the product categories from tennis to special markets ending in Senior Merchandising for the entire product range. Deborah Mitchell, Vice President--Marketing, joined the Company in October 1994. Ms. Mitchell served as Director of Marketing for Fruit of the Loom, the largest manufacturer of men's underwear, from December 1993 through October 1994. Ms. Mitchell worked at Procter and Gamble in various positions ending in brand management from 1984 through 1993 except while she was earning her degree from Harvard Business School. George Powlick, Director, Vice President--Finance, Chief Financial Officer and Secretary, joined the Company in January 1988. Mr. Powlick is a certified public accountant and was an audit partner in the independent public accounting firm of Grant Thornton from 1975 to 1987. Janice Smith, Corporate Controller, joined the Company in August 1987. Ms. Smith is a certified public accountant. From 1984 to July 1987, Ms. Smith was an auditor with the independent public accounting firm of Grant Thornton. Brian Sullivan, Vice President--National Accounts, joined the Company in December 1989. From 1986 to 1989, he was Vice-President and General Manager of Tretorn, Inc., a manufacturer and distributor of tennis shoes. From 1984 through 1985, Mr. Sullivan was Vice-President of Sales of Bancroft/Tretorn, a tennis shoe manufacturer and distributor and predecessor to Tretorn. From 1978 to 1984, Mr. Sullivan held various positions at Bancroft/Tretorn, including Field Salesperson, Marketing and Sales Planning Manager and National Sales Manager. Peter Worley, Vice President--Product Development, joined the Company in May 1996. Mr. Worley worked for Reebok International, Ltd. from May 1986 through October 1989, and again from July 1991 through April 1996 in various merchandising and product line management positions, including Director of Classic, Director of Cross Training and Director of Tennis. From October 1989 through July 1991, Mr. Worley was Sport Product Manager of Bausch & Lomb's Ray-ban Sunglass Division. 11 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters The Company's Class A Common Stock began trading June 4, 1990 on the National Market System maintained by the National Association of Securities Dealers upon completion of the Company's initial public offering. Per share high and low sales prices (in dollars) for the quarterly periods during 1998 and 1997 as reported by NASDAQ were as follows:
March 31, June 30, September 30, December 31, --------- -------- ------------- ------------ 1998 Low....................... 8.00 9.50 10.00 10.00 High...................... 9.75 11.50 14.50 15.63 1997 Low....................... 4.94 5.44 7.25 7.88 High...................... 6.38 7.88 9.94 9.00
The Company announced on February 8, 1999 that the Company's Board of Directors approved a two-for-one stock split for both Class A and Class B common stock. This stock split will be in the form of a 100 percent stock dividend to be distributed on March 26, 1999 to stockholders of record at the close of business on March 15, 1999. See Note O to the Company's Consolidated Financial Statements. The high and low sales prices above have been restated to reflect the effect of the two-for-one stock split. The Class A Common Stock is listed on the automatic quotation system of the National Association of Securities Dealers under the symbol KSWS. The number of stockholders of record of the Class A Common Stock on December 31, 1998 was 105. However, based on available information, the Company believes that the total number of Class A Common stockholders, including beneficial stockholders, is approximately 1,350. There is currently no established public trading market for the Company's Class B Common Stock. The number of stockholders of record of the Class B Common Stock on December 31, 1998 was 11. Dividend Policy The Company announced on February 16, 1994 that the Company's Board of Directors was initiating a cash dividend program payable at an annual rate of 4 cents per common share. The Board declared quarterly dividends of 1 cents per share, to stockholders of record as of the close of business on the last day of each quarter in 1998 and 1997. The payment of any future dividends will be at the discretion of the Company's Board of Directors and will depend upon, among other things, future earnings, operations, capital requirements, the general financial condition of the Company and general business conditions. The Company is currently limited in the extent to which it is able to pay dividends under the Company's revolving credit agreement. See Note D to the Company's Consolidated Financial Statements. The Company announced on February 8, 1999 that the Company's Board of Directors increased the cash dividend per share to an annual rate, on a post- split basis, of 6 cents per common share from an annual rate of 4 cents per common share. See Note O to the Company's Consolidated Financial Statements. 12 Item 6. Selected Financial Data The selected consolidated financial data presented below for each of the five years in the period ended December 31, 1998 have been derived from audited financial statements which for the most recent three years appear elsewhere herein. The data presented below should be read in conjunction with such financial statements, including the related notes thereto and the other information included herein.
Year ended December 31, -------------------------------------------- 1998 1997 1996 1995 1994 -------- -------- -------- -------- -------- (In thousands, except per share data) Income Statement Data Revenues.......................... $161,540 $116,213 $106,833 $120,252 $154,935 Cost of goods sold................ 90,925 70,769 72,320 77,726 91,934 -------- -------- -------- -------- -------- Gross Profit.................... 70,615 45,444 34,513 42,526 63,001 Selling, general and administrative expenses.......... 51,220 40,074 33,440 36,131 38,458 -------- -------- -------- -------- -------- Operating profit................ 19,395 5,370 1,073 6,395 24,543 Interest income, net.............. 1,853 1,823 1,527 789 254 -------- -------- -------- -------- -------- Earnings before income taxes.... 21,248 7,193 2,600 7,184 24,797 Income tax expense................ 8,702 3,020 1,869 5,331 9,921 -------- -------- -------- -------- -------- Net earnings.................... $ 12,546 $ 4,173 $ 731 $ 1,853 $ 14,876 ======== ======== ======== ======== ======== Earnings per share (1) Basic............................. $ 1.15 $ .36 $ .06 $ .14 $ 1.13 ======== ======== ======== ======== ======== Diluted........................... $ 1.10 $ .35 $ .06 $ .14 $ 1.10 ======== ======== ======== ======== ======== Weighted average number of shares outstanding Basic............................. 10,914 11,688 12,911 13,155 13,125 Diluted (2)....................... 11,432 11,927 12,985 13,259 13,473 Balance Sheet Data (at period end) Current assets.................... $102,002 $ 91,053 $ 90,537 $ 92,786 $ 90,132 Current liabilities............... 18,703 14,662 11,240 9,603 12,891 Total assets...................... 115,465 101,195 100,275 102,378 100,324 Total debt (3).................... 655 1,142 1,711 920 3,402 Stockholders' equity.............. 83,268 75,865 79,569 84,069 82,817
- -------- (1) The amounts reflect the effect of the two-for-one stock split announced by the Company on February 8, 1999. See Note O to the Company's Consolidated Financial Statements. (2) Includes common stock and dilutive potential common stock (options). (3) Includes all interest-bearing debt and capital lease obligations, but excludes outstanding letters of credit ($7,703,000, $12,156,000, $8,000,000, $7,741,000 and $15,632,000 as of December 31, 1998, 1997, 1996, 1995 and 1994). 13 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Note Regarding Forward-Looking Statements and Analyst Reports "Forward-looking statements", within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"), include certain written and oral statements made, or incorporated by reference, by the Company or its representatives in this report, other reports, filings with the Securities and Exchange Commission ("the S.E.C."), press releases, conferences, or otherwise. Such forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance, or achievements, and may contain the words "believe", "anticipate", "expect", "estimate", "intend", "plan", "project", "will be", "will continue", "will likely result", or any variations of such words with similar meaning. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Investors should carefully review the risk factors set forth in other reports or documents the Company files with the S.E.C., including Forms 10-Q, 10-K and 8-K. Some of the other risks and uncertainties that should be considered include, but are not limited to, the following: international, national and local general economic and market conditions (including the current Asian economic crisis); the size and growth of the overall athletic footwear and apparel markets; the size of the Company's competitors; intense competition among designers, marketers, distributors and sellers of athletic footwear and apparel for consumers and endorsers; demographic changes; changes in consumer preferences; popularity of particular designs, categories of products, and sports; seasonal and geographic demand for the Company's products; the size, timing and mix of purchases of the Company's products; fluctuations and difficulty in forecasting operating results, including, without limitation, the fact that advance "futures" orders may not be indicative of future revenues due to the changing mix of futures and at-once orders; the ability of the Company to continue, manage or forecast its growth and inventories; new product development and commercialization; the ability to secure and protect trademarks, patents, and other intellectual property; performance and reliability of products; customer service; adverse publicity; the loss of significant customers or suppliers; dependence on distributors; business disruptions; increased costs of freight and transportation to meet delivery deadlines; changes in business strategy or development plans; general risks associated with doing business outside the United States, including, without limitation, import duties, tariffs, quotas and political and economic instability; changes in government regulations; liability and other claims asserted against the Company; the ability to attract and retain qualified personnel; and other factors referenced or incorporated by reference in this report and other reports. The Company operates in a very competitive and rapidly changing environment. New risk factors can arise and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Investors should also be aware that while the Company does, from time to time, communicate with securities analysts, it is against the Company's policy to disclose to them any material non-public information or other confidential commercial information. Accordingly, investors should not assume that the Company agrees with any statement or report issued by any analyst irrespective of the content of the statement or report. Furthermore, the Company has a policy against issuing or confirming financial forecasts or projections issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the responsibility of the Company. 14 Results of Operations The following table sets forth, for the periods indicated, the percentage of certain items in the consolidated statements of earnings relative to revenues.
Year ended December 31, ------------------------- 1998 1997 1996 ------- ------- ------- Revenues....................................... 100.0% 100.0% 100.0% Cost of goods sold............................. 56.3 60.9 67.7 Gross profit................................... 43.7 39.1 32.3 Selling, general and administrative expenses... 31.7 34.5 31.3 Interest income, net........................... 1.2 1.6 1.4 Earnings before income taxes................... 13.2 6.2 2.4 Income tax expense............................. 5.4 2.6 1.7 Net Earnings................................... 7.8 3.6 0.7
1998 Compared to 1997 Total revenues increased 39.0% to $161,540,000 in 1998 from $116,213,000 in 1997. This increase was attributable to increases in the average underlying wholesale price per pair, in addition to an increase in the volume of footwear sold. The volume of footwear sold increased 30.1% to 6,334,000 pair in 1998 from 4,870,000 pair in 1997. The average wholesale price per pair increased by 7.9% to $24.54 in 1998 from $22.74 in 1997. This increase in the average wholesale price per pair is primarily attributable to an increase in the Classic category, in both units and average price per pair. The major changes in volume for footwear categories are as follows: Classics and children's categories increased 31% and 60%, respectively, and the tennis/court category decreased 2%. Revenues increased despite a poor retail environment due principally to the popularity of several new Classic products and the cumulative results of additional spending on marketing and advertising. Domestic revenues increased 58.7% to $145,293,000 in 1998 from $91,568,000 in 1997. International product revenues decreased 33.4% in 1998 to $16,030,000 from $24,085,000 in 1997. International revenues, as a percentage of total revenues, decreased to 10.1% in 1998 from 20.7% in 1997. Fees earned by the Company on sales by foreign licensees and distributors decreased to $217,000 for 1998 from $560,000 for 1997. The Company believes that the athletic and casual footwear industry experiences seasonal fluctuations, due to increased domestic sales during certain selling seasons, including Easter, back-to-school and the year-end holiday seasons. The Company presents full-line offerings for the Easter and back-to-school seasons, for delivery during the first and third quarters, respectively, but not for the year-end holiday season. However, one particular shoe out of the holiday line became very popular, accounting for the large increase in sales during the fourth quarter of 1998. At December 31, 1998 domestic and international futures orders with start ship dates from January through June 1999 were approximately $131,452,000 and $9,011,000, respectively, 134% and 6% higher, respectively, than such orders were at December 31, 1997 for start ship dates of the comparable period of the prior year. These orders are not necessarily indicative of revenues for subsequent periods because: (1) the mix of "future" and "at-once" orders can vary significantly from quarter to quarter and year to year and (2) the rate of customer order cancellations can also vary from quarter to quarter and year to year. Gross profit margins increased as a percentage of revenues to 43.7% in 1998 from 39.1% in 1997. Gross profit margins increased primarily due to the Company introducing new styles at relatively higher margins. In addition, gross profit margins increased due to changes in the domestic/international and product mix of sales. 15 Selling, general and administrative expenses increased 27.8% to $51,220,000 (31.7% of revenues) in 1998 from $40,074,000 (34.5% of revenues) in 1997. The increase in the amounts for the year ended December 31, 1998 compared to the year ended December 31, 1997 was primarily the result of an increase in direct advertising costs and commissions, as well as an increase in the bonus accrual for an employee incentive program. These increases were partially offset by a bad debt recovery of a 1995 write-off. The decrease in selling, general and administrative expenses, as a percentage of sales, was due primarily to these expenses not increasing as greatly as sales during 1998. Net interest income was $1,853,000 (1.2% of revenues) in 1998 compared to $1,823,000 (1.6% of revenues) in 1997, an increase of $30,000 or 1.6%. This increase in net interest income was the result of higher average balances on commercial paper investments and reduced average outstanding balances owed under the Company's revolving credit facilities partially offset by lower rates earned on commercial paper investments and additional interest expense recognized in relation to a state tax audit. The Company's effective tax rate decreased to 41.0% in 1998 from 42.0% in 1997. Net earnings increased 200.6% to $12,546,000 or $1.15 per common share (basic earnings per share) in 1998 from $4,173,000 or $.36 per common share (basic earnings per share) in 1997. Net earnings for 1998 included net losses of the Company's European operations of $806,000. The European operations are wholly-owned subsidiaries of the Company rather than independent unaffiliated distributors as are utilized throughout most of the balance of the Company's international operations. The Company's European operations do not generate sufficient margins to exceed the necessary fixed costs involved in creating a presence in this foreign market. The Company is attempting to increase revenues in this market as well as exploring ways to reduce costs. See Note A12 to the Company's Consolidated Financial Statements for the Company's policies relating to risk management of foreign currency. 1997 Compared to 1996 Total revenues increased 8.8% to $116,213,000 in 1997 from $106,833,000 in 1996. This increase was attributable to increases in the average underlying wholesale price per pair, in addition to an increase in the volume of footwear sold. The volume of footwear sold increased 3.7% to 4,870,000 pair in 1997 from 4,697,000 pair in 1996. The average wholesale price per pair increased by 8.5% to $22.74 in 1997 from $20.95 for 1996. This increase in the average wholesale price per pair is primarily attributable to an increase in the Classic category, in both units and average price per pair. Also, there was a decrease in close-out sales during 1997 which carry a lower average wholesale price per pair. The major changes in volume for footwear categories are as follows: Classics and children's categories increased 12% and 11%, respectively, and the tennis/court category decreased 20%. Revenue increased despite a poor retail environment due principally to the popularity of several new Classic products and the cumulative results of additional spending on marketing and advertising. Domestic revenues increased 20.2% to $91,568,000 in 1997 from $76,168,000 in 1996. International product revenues decreased 18.5% in 1997 to $24,085,000 from $29,565,000 in 1996. International revenues, as a percentage of total revenues, decreased to 20.7% in 1997 from 27.7% in 1996. Fees earned by the Company on sales by foreign licensees and distributors decreased to $560,000 for 1997 from $1,100,000 for 1996. Gross profit margins increased as a percentage of revenues to 39.1% in 1997 from 32.3% in 1996. Gross profit margins increased partially due to a decrease in close-out sales which carry lower margins. In addition, gross profit margins increased due to changes in the domestic/international and product mix of sales. 16 Selling, general and administrative expenses increased 19.8% to $40,074,000 (34.5% of revenues) in 1997 from $33,440,000 (31.3% of revenues) in 1996. The increase in the amounts, as well as the percentage of sales for the year ended December 31, 1997 compared to the year ended December 31, 1996 was primarily the result of an increase in direct advertisement and promotion activities, as well as an increase in the bonus accrual for an employee incentive program. Net interest income was $1,823,000 (1.6% of revenues) in 1997 compared to $1,527,000 (1.4% of revenues) in 1996, an increase of $296,000 or 19.4%. This increase in net interest income was the result of higher average balances and rates earned on commercial paper investments partially offset by higher outstanding balances owed under the Company's revolving credit facilities. The Company's effective tax rate decreased to 42.0% in 1997 from 71.9% in 1996. In 1996, the rate was higher than the federal and state statutory rates due primarily to recording of income taxes relating to a state income tax audit. Net earnings increased 470.9% to $4,173,000 or $.36 per common share (basic earnings per share) in 1997 from $731,000 or $.06 per common share (basic earnings per share) in 1996. Net earnings for 1997 included net losses of the Company's European operations of $1,602,000. The European operations are wholly-owned subsidiaries of the Company rather than independent unaffiliated distributors as are utilized throughout most of the balance of the Company's international operations. The Company's European operations do not generate sufficient margins to exceed the necessary fixed costs involved in creating a presence in this foreign market. The Company is attempting to increase revenues in this market as well as exploring ways to reduce costs. See Note A12 to the Company's Consolidated Financial Statements for the Company's policies relating to risk management of foreign currency. Liquidity and Capital Resources The Company experienced a net cash inflow of approximately $4,271,000, $17,871,000 and $9,183,000 from its operating activities during 1998, 1997 and 1996, respectively. Cash provided by operating activities for the year ended 1998 as compared to 1997 varied primarily due to differences in the amounts of changes in prepaid expenses and other assets, inventories, and accounts receivable, as well as an increase in net earnings. Cash provided by operations in 1997 increased from 1996, due to an increase in net earnings, and accounts payable and accrued liabilities and a decrease in prepaid expenses and other assets, partially offset by an increase in inventories. The Company had a net inflow of cash from its investing activities during 1998 principally from the maturity of investment securities partially offset by net purchases of property, plant and equipment. The Company had a net outflow of cash from its investing activities during 1997 principally from the purchase of investment securities partially offset by the maturity of investment securities. In 1998 and 1997, the net cash provided by operating activities was used for the purchase of treasury stock, the repayment of borrowings under bank lines of credit and to pay cash dividends. The Company anticipates future cash needs for principal repayments required pursuant to its lines of credit facilities. In addition, depending on the Company's future growth rate, additional funds may be required by operating activities. Finally, at December 31, 1998, approximately $24,590,000 of foreign subsidiary earnings which are not considered indefinitely invested may eventually be remitted to the parent company as circumstances warrant. Upon receipt of these funds, the Company will use approximately $9,626,000 in cash to pay income taxes previously accrued on these foreign subsidiary earnings. The Company's intention is to repatriate earnings of foreign operations as cash needs and other circumstances require. No other material capital commitments exist at December 31, 1998. With continued use of its revolving credit facility (as discussed below), the Company believes its present and 17 currently anticipated sources of capital are sufficient to sustain its anticipated capital needs for the remainder of 1999. In April 1998, the Company announced a new share repurchase program. The Board of Directors has authorized the Company to purchase up to $20 million of its Class A Common Stock on the open market through April 2002. Such open market purchases, if any, will occur from time to time as market conditions warrant. The Company adopted this program because it believes repurchasing its shares can be a good use of excess cash depending on the Company's array of alternatives. From inception under its new share repurchase program, the Company purchased 203,532 shares of Class A Common Stock at a cost totaling approximately $2,539,000. Currently, the Company has made purchases under all programs from August 14, 1996 through February 8, 1999 (the date of filing of this Form 10-K) of 2,518,932 shares at an aggregate cost totaling approximately $17,760,000. In September 1998, the Company amended an agreement with a bank whereby the Company may borrow, in the form of a secured revolving credit facility, up to $30,000,000. The unused portion of this credit facility, which includes letters of credit and bankers acceptances, was $23,245,000 at December 31, 1998. This facility currently expires in July 2001. Substantially all of the Company's assets (other than real estate) are pledged as security for this facility. The credit facility provides for interest to be paid at the prime rate less 3/4% or, at the Company's discretion and with certain restrictions, other market based rates. The Company pays a commitment fee of 1/8% of the unused line for availability of the credit facility. The Company's European offices have agreements with a bank whereby they can borrow up to $4,500,000 in the form of secured revolving credit facilities. The unused portion of these credit facilities was $3,397,000 at December 31, 1998. These facilities are made available until terminated by either party. Total debt decreased 42.6% to $655,000 at December 31, 1998 from $1,142,000 at December 31, 1997 (excluding outstanding letters of credit of $7,703,000 and $12,156,000 at December 31, 1998 and 1997, respectively). The decrease was due to borrowings under bank lines of credit under the Company's credit facility. The Company's working capital increased $6,908,000 to $83,299,000 at December 31, 1998 from $76,391,000 at December 31, 1997. The Company has historically maintained higher levels of inventory relative to sales compared to its competitors because (1) it does not ship directly to its major domestic customers from its foreign contract manufacturers, to the same extent as its larger competitors, which would reduce inventory levels and increase inventory turns, and (2) unlike many of its competitors, the Company designates certain shoes as core products whereby the Company commits to its retail customers that it will carry core products from season to season and, therefore, the Company attempts to maintain open stock positions on its core products in the Company's Mira Loma, California distribution center to meet at-once orders. The federal income tax returns of the Company for the years ended 1990, 1991 and 1992 are under examination by the Internal Revenue Service ("IRS"). See Note H to the Company's Consolidated Financial Statements. In May 1998, the IRS issued its final report proposing additional taxes of an aggregate of approximately $1,561,000 plus penalties and interest for these years. The Company is protesting the IRS assessment. Also, the federal income tax returns of the Company for the years ended 1993, 1995 and 1996 are currently under examination by the IRS. The IRS has issued a preliminary examination report covering the 1993 fiscal year proposing adjustments to income of approximately $3,426,000 for this year. Although no assurance can be given regarding the outcome of such examinations, the Company believes that any taxes which might become payable as a result of 18 these examinations would not result in additional expense recognized in the financial statements other than interest and penalties, if any, as the Company has recorded deferred income taxes on the untaxed portion of unremitted earnings of a foreign subsidiary. Therefore, management believes that resolution of the IRS examinations should not have a material adverse impact on the Company's financial position and results of operations. Impact of Year 2000 The Year 2000 Issue is the result of computer-controlled systems using two digits rather than four to define the applicable year. For example, computer programs that have time-sensitive software may recognize a date ending in "00" as the year 1900 rather than the year 2000. This could result in system failure or miscalculations causing disruptions of operations including, among other things, an inability to process transactions, send invoices, or engage in similar normal business activities. If the Company, its significant customers, or suppliers fail to make necessary modifications and conversions on a timely basis, the Year 2000 Issue could have a material adverse effect on Company operations. However, the impact cannot be quantified at this time. To address these Year 2000 Issues with its internal systems, the Company has initiated a comprehensive program which is designed to deal with the most critical systems first. Assessment and remediation are proceeding in tandem, and the Company currently plans to have changes to critical systems completed and tested in the first quarter of 1999. These activities are intended to encompass all major categories of systems in use by the Company, including manufacturing, sales and finance. Beginning the first quarter of 1999, the Company will work with critical suppliers of products and services, and customers to determine that they are year 2000 capable or to monitor their progress toward year 2000 capability. Once supplier and customer capability is determined, the Company will commence work on various types of contingency planning to address potential problem areas with internal systems and with suppliers, customers, and other third parties. Nevertheless, there can be no assurance that there will not be a material adverse effect on the Company if third party governmental or business entities do not convert or replace their systems in a timely manner and in a way that is compatible with the Company's systems. Costs related to the Year 2000 Issues are funded through operating cash flows. Currently, the Company has expended approximately $350,000 in remediation efforts, principally the cost of modifying the applicable code of existing software. The Company estimates remaining costs to be approximately $150,000. The Company presently believes that the total cost of achieving Year 2000 compliant systems is not expected to be material to financial condition, liquidity, or results of operations. Time and cost estimates are based on currently available information. Developments that could affect estimates include, but are not limited to, the availability and cost of trained personnel; the ability to locate and correct all relevant computer code and systems; and remediation success of the Company's suppliers and customers. Quantitative and Qualitative Disclosures About Market Risk Market Risk Market risk is the potential change in an instrument's value caused by, for example, fluctuations in interest and currency exchange rates. The Company's primary market risk exposure is the risk of unfavorable movements in exchange rates between the U.S. dollar and the UK pound and between the U.S. dollar and the German mark. Monitoring and managing these risks is a continual process carried out by senior management, which reviews and approves the Company's risk management policies. Market risk is managed based on an ongoing assessment of trends in foreign exchange rates 19 and economic developments, giving consideration to possible effects on both total return and reported earnings. Foreign Exchange Rate Risk Sales denominated in currencies other than the U.S. dollar, which are primarily sales to customers in Europe, expose the Company to market risk from unfavorable movements in foreign exchange rates between the U.S. dollar and the foreign currency. The Company's historical primary risk exposures have been from changes in the rates between the U.S. dollar and the UK pound and between the U.S. dollar and the German mark, and this trend is expected to continue. To fix the U.S. dollar amount it will receive on sales denominated in UK pounds and German marks, the Company enters into forward exchange contracts to sell the foreign currency denominated in those currencies. The extent to which forward exchange contracts are used is modified periodically in response to management's estimate of market conditions and the terms and length of specific sales contracts. The Company enters into foreign exchange contracts in order to reduce the impact of foreign currency fluctuations and not to engage in currency speculation. The use of derivative financial instruments allows the Company to reduce its exposure to the risk that the eventual dollar net cash inflow resulting from the sale of products to foreign customers will be adversely affected by changes in exchange rates. Fluctuations in the value of hedging instruments are offset by fluctuations in the value of the underlying exposures being hedged. The Company does not hold or issue financial instruments for trading purposes. The foreign exchange contracts are designated for firmly committed or forecasted sales. These contracts are generally for terms of less than one year. Gains and losses related to hedges of firmly committed transactions are deferred and are recognized in income or as adjustments of carrying amounts when the hedged transaction occurs. Gains and losses of foreign exchange contracts that are designated for forecasted transactions are recognized as the exchange rates change. The forward exchange contracts generally require the Company to exchange foreign currencies for U.S. dollars at maturity, at rates agreed at the inception of the contracts. The counter party to derivative transactions is a major financial institution with investment grade or better credit rating; however, the Company is exposed to credit risk with this institution. The credit risk is limited to the unrealized gains in such contracts should this counter party fail to perform as contracted. The table below provides information as of December 31, 1998 and 1997 about the Company's foreign currency forward exchange contracts by currency. The information is presented in U.S. dollars:
December 31, ------------ 1998 1997 ---- ---- United Kingdom (Pound Sterling) Notional amount................................ $ 1,200,000 $ 900,000 Fair value..................................... -- 2,000 Average contractual exchange rate.............. $1.63/UK pound $1.64/UK pound Germany (Deutsche Mark) Notional amount................................ $ 3,839,000 $ 2,780,000 Fair value..................................... 9,000 174,000 Average contractual exchange rate.............. $ .58/DM $ .60/DM
The Company does not anticipate any material adverse effect on its results of operations or financial position relating to these foreign currency forward exchange contracts. Based on the Company's overall currency rate exposure at December 31, 1998, a 10% change in currency rates would not have had a material effect on the financial position, results of operations and cash flows of the Company. 20 Inflation The Company believes that distributors of footwear in the higher priced end of the footwear market, including the Company, are able to adjust their prices in response to an increase in direct and general and administrative expenses, without a significant loss in sales. Accordingly, to date, inflation and changing prices have not had a material adverse effect on the Company's revenues or earnings. Item 8. Financial Statements and Supplementary Data The Consolidated Financial Statements required in response to this section are submitted as part of Item 14(a) of this Report. 21 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Board of Directors and Stockholders K-Swiss Inc. We have audited the consolidated balance sheets of K-Swiss Inc. as of December 31, 1998 and 1997, and the related consolidated statements of earnings and comprehensive earnings, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 1998. These financial statements are the responsibility of management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of K-Swiss Inc. as of December 31, 1998 and 1997, and the consolidated results of its operations and its consolidated cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. We have also audited Schedule II of K-Swiss Inc. for each of the three years in the period ended December 31, 1998. In our opinion, this schedule presents fairly, in all material respects, the information required to be set forth therein. GRANT THORNTON LLP Los Angeles, California January 29, 1999, except for Note O as to which the date is February 9, 1999 22 K-SWISS INC. CONSOLIDATED BALANCE SHEETS December 31, (Dollar amounts in thousands)
1998 1997 -------- -------- ASSETS ------ Current Assets Cash and cash equivalents (Note A4)........................ $ 37,360 $ 36,123 Investment securities (Note A5)............................ -- 5,995 Accounts receivable, less allowance for doubtful accounts of $825 and $477 for 1998 and 1997, respectively (Notes D and L).................................................... 26,478 15,657 Inventories (Notes A6 and D)............................... 33,535 27,214 Prepaid expenses and other................................. 2,883 4,299 Deferred taxes (Notes A9 and H)............................ 1,746 1,765 -------- -------- Total current assets..................................... 102,002 91,053 Property, Plant and Equipment, net (Notes A7, B and D)....... 8,009 4,885 Other Assets Intangible assets (Notes A8, C and D)...................... 4,429 4,712 Other...................................................... 1,025 545 -------- -------- 5,454 5,257 -------- -------- $115,465 $101,195 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current Liabilities Bank lines of credit (Note D).............................. $ 155 $ 642 Current maturities of subordinated debentures (Note E)..... 500 400 Trade accounts payable..................................... 7,783 4,379 Accrued liabilities (Note F)............................... 10,265 9,241 -------- -------- Total current liabilities................................ 18,703 14,662 Subordinated Debentures (Note E)............................. -- 100 Other Liabilities (Note G)................................... 5,267 1,289 Deferred Taxes (Notes A9 and H).............................. 8,227 9,279 Commitments and Contingencies (Notes H and I)................ -- -- Stockholders' Equity (Notes K and O) Preferred Stock--authorized 2,000,000 shares of $.01 par value; none issued and outstanding........................ -- -- Common Stock: Class A--authorized 18,000,000 shares of $.01 par value; 9,832,728 shares issued, 7,313,796 shares outstanding, and 2,518,932 shares held in treasury at December 31, 1998 and 8,221,172 shares issued, 6,215,772 shares outstanding and 2,005,400 shares held in treasury at December 31, 1997.... 98 82 Class B--authorized 10,000,000 shares of $.01 par value; issued and outstanding 3,426,556 shares at December 31, 1998 and 4,971,144 shares at December 31, 1997............ 34 50 Additional paid-in capital................................. 25,830 25,205 Treasury Stock............................................. (17,760) (12,389) Retained earnings (Note D)................................. 75,500 63,387 Accumulated other comprehensive earnings-- Foreign currency translation (Note A10)................... (434) (470) -------- -------- 83,268 75,865 -------- -------- $115,465 $101,195 ======== ========
The accompanying notes are an integral part of these statements. 23 K-SWISS INC. CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS Year Ended December 31, (Dollar amounts in thousands, except per share amounts)
1998 1997 1996 -------- -------- -------- Revenues (Notes A13, L and M)...................... $161,540 $116,213 $106,833 Cost of goods sold................................. 90,925 70,769 72,320 -------- -------- -------- Gross profit..................................... 70,615 45,444 34,513 Selling, general and administrative expenses (Note A14).............................................. 51,220 40,074 33,440 -------- -------- -------- Operating profit................................. 19,395 5,370 1,073 Interest income, net............................... 1,853 1,823 1,527 -------- -------- -------- Earnings before income taxes..................... 21,248 7,193 2,600 Income tax expense (Notes A9 and H)................ 8,702 3,020 1,869 -------- -------- -------- NET EARNINGS..................................... $ 12,546 $ 4,173 $ 731 ======== ======== ======== Earnings per common share (Note A15) Basic............................................ $ 1.15 $ .36 $ .06 ======== ======== ======== Diluted.......................................... $ 1.10 $ .35 $ .06 ======== ======== ======== Net Earnings....................................... $ 12,546 $ 4,173 $ 731 Other comprehensive earnings (loss), net of tax-- Foreign currency translation adjustments.......... 36 (419) 494 -------- -------- -------- Comprehensive net earnings......................... $ 12,582 $ 3,754 $ 1,225 ======== ======== ========
The accompanying notes are an integral part of these statements. 24 K-SWISS INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY Three years ended December 31, 1998 (Dollar amounts in thousands)
Common Stock Treasury Stock ----------------------------------- ------------------ Accumulated Class A Class B Additional Class A other ---------------- ------------------ paid-in ------------------ Retained comprehensive Shares Amount Shares Amount capital Shares Amount earnings earnings Total --------- ------ ---------- ------ ---------- --------- -------- -------- ------------- ------- Balance at January 1, 1996............ 8,171,702 $82 4,991,144 $50 $25,022 -- $ -- $59,460 $(545) $84,069 Proceeds from exercise of options (Note K)........... 2,334 -- -- -- 12 -- -- -- -- 12 Purchase of treasury stock.............. -- -- -- -- -- 1,004,000 (5,221) -- -- (5,221) Dividends paid ($.04 per share) (Note D)................. -- -- -- -- -- -- -- (516) -- (516) Net earnings for the year............... -- -- -- -- -- -- -- 731 -- 731 Foreign currency translation (Note A10)............... -- -- -- -- -- -- -- -- 494 494 --------- --- ---------- --- ------- --------- -------- ------- ----- ------- Balance at December 31, 1996........... 8,174,036 82 4,991,144 50 25,034 1,004,000 (5,221) 59,675 (51) 79,569 Conversion of shares (Note K)........... 20,000 -- (20,000) -- -- -- -- -- -- -- Proceeds from exercise of options (Note K)........... 27,136 -- -- -- 144 -- -- -- -- 144 Income tax benefit of options exercised.......... -- -- -- -- 27 -- -- -- -- 27 Purchase of treasury stock.............. -- -- -- -- -- 1,001,400 (7,168) -- -- (7,168) Dividends paid ($.04 per share) (Note D)................. -- -- -- -- -- -- -- (461) -- (461) Net earnings for the year............... -- -- -- -- -- -- -- 4,173 -- 4,173 Foreign currency translation (Note A10)............... -- -- -- -- -- -- -- -- (419) (419) --------- --- ---------- --- ------- --------- -------- ------- ----- ------- Balance at December 31, 1997........... 8,221,172 82 4,971,144 50 25,205 2,005,400 (12,389) 63,387 (470) 75,865 Conversion of shares (Note K)........... 1,544,588 16 (1,544,588) (16) -- -- -- -- -- -- Proceeds from exercise of options (Note K)........... 66,968 -- -- -- 423 -- -- -- -- 423 Income tax benefit of options exercised.......... -- -- -- -- 202 -- -- -- -- 202 Purchase of treasury stock.............. -- -- -- -- -- 513,532 (5,371) -- -- (5,371) Dividends paid ($.04 per share) (Note D)................. -- -- -- -- -- -- -- (433) -- (433) Net earnings for the year............... -- -- -- -- -- -- -- 12,546 -- 12,546 Foreign currency translation (Note A10)............... -- -- -- -- -- -- -- -- 36 36 --------- --- ---------- --- ------- --------- -------- ------- ----- ------- Balance at December 31, 1998........... 9,832,728 $98 3,426,556 $34 $25,830 2,518,932 $(17,760) $75,500 $(434) $83,268 ========= === ========== === ======= ========= ======== ======= ===== =======
The accompanying notes are an integral part of this statement. 25 K-SWISS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Year ended December 31, (Dollar amounts in thousands)
1998 1997 1996 ------- ------- ------- Cash flows from operating activities: Net earnings...................................... $12,546 $ 4,173 $ 731 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization................... 940 918 1,197 Net (gain) loss on disposal of property, plant and equipment.................................. (384) 2 -- Deferred income taxes........................... (1,033) 306 3,199 (Increase) decrease in accounts receivable...... (10,811) (954) 64 (Increase) decrease in inventories.............. (6,321) (3,428) 17,399 Decrease (increase) in prepaid expenses and other assets................................... 937 11,647 (14,373) Increase (decrease) in accounts payable and accrued liabilities............................ 8,397 5,207 556 Foreign currency translation write off for K-Swiss Canada................................. -- -- 410 ------- ------- ------- Net cash provided by operating activities....... 4,271 17,871 9,183 Cash flows from investing activities: Cash paid for acquisition of certain assets and rights of Robey Sportswear....................... -- -- (435) Purchase of investment securities................. -- (9,619) -- Proceeds from maturity of investment securities... 5,995 3,624 -- Purchase of property, plant and equipment......... (5,654) (1,641) (1,034) Proceeds from disposal of property, plant and equipment........................................ 2,268 9 15 ------- ------- ------- Net cash provided by (used in) investing activities..................................... 2,609 (7,627) (1,454) Cash flows from financing activities: Net (repayments) borrowings under bank lines of credit and capital leases........................ (487) (564) 790 Purchase of treasury stock........................ (5,371) (7,168) (5,221) Payment of dividends.............................. (433) (461) (516) Proceeds from stock options exercised............. 423 144 12 Income tax benefit of options exercised........... 202 27 -- ------- ------- ------- Net cash used in financing activities........... (5,666) (8,022) (4,935) Effect of exchange rate changes on cash............. 23 (413) 89 ------- ------- ------- Net increase in cash and cash equivalents..... 1,237 1,809 2,883 Cash and cash equivalents at beginning of year...... 36,123 34,314 31,431 ------- ------- ------- Cash and cash equivalents at end of year............ $37,360 $36,123 $34,314 ======= ======= ======= Supplemental disclosure of cash flow information: Cash paid during the year for: Interest........................................ $ 334 $ 156 $ 213 Income taxes.................................... $10,133 $ 3,280 $ 1,171
The accompanying notes are an integral part of these statements. 26 K-SWISS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1998, 1997 and 1996 NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1. Nature of Operations The Company designs, develops and markets footwear for high performance use, fitness and casual activities. The Company operates in an industry dominated by a small number of very large competitors. The size of these competitors enables them to lead the product direction of the industry, and therefore, potentially diminish the value of the Company's products. In addition to generally greater resources, these competitors spend substantially more money on advertising and promotion than the Company and therefore dominate market share. The Company's market share is estimated at approximately one percent. Lastly, the retail environment forecasted for the near term is difficult, which could put additional pressure on the Company's ability to maintain margins. The Company purchases a significant portion of its products from a small number of contract manufacturers in China and Thailand. This concentration of suppliers in these locations subjects the Company to the risk of interruptions of product flow for various reasons and possible loss of sales, which would adversely affect operating results. The United States Trade Representative ("USTR") has expressed concern about the protection of intellectual property rights within China. The failure of the Chinese government to make substantial progress with respect to these concerns could result in the imposition of retaliatory duties on imports from China, including footwear, which could affect the cost of products purchased and sold by the Company. 2. Estimates in Financial Statements In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities; the disclosure of contingent assets and liabilities at the date of the financial statements; and revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. Basis of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated. Certain reclassifications have been made in the 1997 presentation to conform with the 1998 presentation. 4. Cash Equivalents For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. 5. Investment Securities The Company's investment securities, which consist of U.S. Government obligations, are classified as held-to-maturity, carried at amortized cost and mature within one year. Fair market value of these investments approximates cost at December 31, 1997. 27 K-SWISS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) December 31, 1998, 1997 and 1996 NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(Continued) 6. Inventories Inventories, consisting of merchandise held for resale, are stated at the lower of cost (first-in, first-out method) or market. Management continually evaluates its inventory position and implements promotional or other plans to reduce inventories to appropriate levels relative to its sales estimates for particular product styles or lines. Estimated losses are recorded when such plans are implemented. It is at least reasonably possible that management's plans to reduce inventory levels will be less than fully successful, and that such an outcome would result in a change in the inventory reserve in the near- term. 7. Property, Plant and Equipment Property, plant and equipment are carried at cost. For financial reporting and tax purposes, depreciation and amortization are calculated using straight- line and accelerated methods over the estimated service lives of the depreciable assets. The service lives of the Company's building and related improvements are 30 and 5 years, respectively. Equipment is depreciated from 3 to 10 years and leasehold improvements are amortized over the lives of the respective leases. 8. Intangible Assets Intangible assets are being amortized using the straight-line method over their estimated economic useful lives at the time of acquisition. The intangible assets principally include trademarks and contingent purchase payments and are amortized over 30 to 35 years. Other intangible assets consist of organization costs and trademark defense costs and are amortized over 5 to 7 years. 9. Income Taxes The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS 109). SFAS 109 is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. Provision is made for appropriate United States income taxes on earnings of subsidiary companies which are intended to be remitted to the parent company. 10. Foreign Currency Translation Assets and liabilities of certain foreign operations are translated into U.S. dollars at current exchange rates. Income and expenses are translated into U.S. dollars at average rates of exchange prevailing during the period. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are taken directly to a separate component of stockholders' equity. Foreign currency transaction gains and losses are included in income. 11. Fair Value of Financial Instruments For certain of the Company's financial instruments, including cash and cash equivalents, accounts receivable, outstanding borrowings under the line of credit, accounts payable and other accrued liabilities, the carrying amounts approximate fair value due to their short maturities. Long-term 28 K-SWISS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) December 31, 1998, 1997 and 1996 NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(Continued) subordinated debentures are carried at amounts that approximate fair value. The estimated fair value of the subordinated debentures is based on borrowing rates currently available to the Company for bank loans with similar terms and maturities. 12. Financial Risk Management and Derivatives The Company enters into foreign exchange contracts in order to reduce the impact of foreign currency fluctuations (British pounds and German marks) and not to engage in currency speculation. The use of derivative financial instruments allows the Company to reduce its exposure to the risk that the eventual dollar net cash inflow resulting from the sale of products to foreign will be adversely affected by changes in exchange rates. Fluctuations in the value of hedging instruments are offset by fluctuations in the value of the underlying exposures being hedged. The Company does not hold or issue financial instruments for trading purposes. The foreign exchange contracts are designated for firmly committed or forecasted sales. These transactions are generally expected to occur in less than one year. Gains and losses related to hedges of firmly committed transactions are deferred and are recognized in income or as adjustments of carrying amounts when the hedged transaction occurs. Gains and losses of foreign exchange contracts that are designated for forecasted transactions are recognized as the exchange rates change. At December 31, 1998 and 1997, deferred gains and losses are not material to the consolidated financial statements. The forward exchange contracts generally require the Company to exchange foreign currencies (British pounds and German marks) for U.S. dollars at maturity, at rates agreed to at the inception of the contracts. The counter party to derivative transactions is a major financial institution with investment grade or better credit rating; however, the Company is exposed to credit risk with this institution. The credit risk is limited to the unrealized gains in such contracts should this counter party fail to perform as contracted. The aggregate notional principal amounts and fair values of the Company's derivative financial instruments were $5,040,000 and $9,000 at December 31, 1998, respectively and $3,680,000 and $176,000 at December 31, 1997, respectively. The estimated fair value of derivatives used to hedge the Company's risks will fluctuate over time. The fair value of the forward exchange contracts is estimated by obtaining quoted market prices. 13. Recognition of Revenues Revenues include sales and fees earned on sales by licensees and are recognized upon shipment of goods. 14. Advertising Costs Advertising costs are expensed as incurred and are included in selling, general and administrative expenses. Advertising expenses amounted to $13,323,000, $6,553,000 and $3,073,000 for 1998, 1997, and 1996, respectively. 29 K-SWISS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) December 31, 1998, 1997 and 1996 NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(Continued) 15. Earnings per Share Basic earnings per share excludes dilution and is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if options to issue common stock were exercised into common stock. The following is a reconciliation of the number of shares (denominator) used in the basic and diluted earnings per share computations (shares in thousands) (after giving effect to the two-for-one stock split described in Note O):
1998 1997 1996 ---------------- ---------------- ---------------- Per Share Per Share Per Share Shares Amount Shares Amount Shares Amount ------ --------- ------ --------- ------ --------- Basic EPS................... 10,914 $1.15 11,688 $ .36 12,911 $.06 Effect of Dilutive Stock Options.................... 518 (.05) 239 (.01) 74 -- ------ ----- ------ ----- ------ ---- Diluted EPS................. 11,432 $1.10 11,927 $ .35 12,985 $.06 ====== ===== ====== ===== ====== ====
The following options were not included in the computation of diluted EPS because the options' exercise price was greater than the average market price of the common shares:
1998 1997 1996 ------------- ------------- ------------- Options to purchase shares of common stock (in thousands)................ 16 716 926 Exercise prices...................... $11.50-$12.81 $7.63-$11.50 $5.16-$11.50 Expiration dates..................... January 2003- January 2000- January 2000- August 2008 August 2007 August 2006
16. New Accounting Pronouncement In 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133 ("SFAS 133"), Accounting for Derivative Instruments and Hedging Activities, which is effective for 2000. SFAS 133 will require the Company to record all derivatives on the balance sheet at fair value. For derivatives that are hedges, changes in the fair value of derivatives will be offset by the changes in the fair value of the hedged assets, liabilities or firm commitments. The Company believes the impact of adopting this standard will not be material to results of operations or equity. 30 K-SWISS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) December 31, 1998, 1997 and 1996 NOTE B--PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment as of December 31 consists of the following (in thousands):
1998 1997 ------- ------- Building and improvements................................ $ 5,443 $ 3,240 Furniture, machinery and equipment....................... 6,186 5,199 ------- ------- 11,629 8,439 Less accumulated depreciation and amortization........... (4,315) (5,380) ------- ------- 7,314 3,059 Land..................................................... 695 1,826 ------- ------- $ 8,009 $ 4,885 ======= =======
NOTE C--INTANGIBLE ASSETS Intangible assets as of December 31 consist of the following (in thousands):
1998 1997 ------- ------- Contingent purchase payments............................. $ 4,579 $ 4,579 Trademarks............................................... 2,269 2,269 Other.................................................... 198 198 Less accumulated amortization............................ (2,617) (2,334) ------- ------- $ 4,429 $ 4,712 ======= =======
NOTE D--BANK LINES OF CREDIT The Company maintains revolving credit facilities whereby it may borrow up to an aggregate of $34,500,000 including outstanding letters of credit and bankers' acceptances. The weighted average interest rate provided under these credit facilities was 8.50% and 8.25% at December 31, 1998 and 1997, respectively. A fee of up to 1/8% of the average unused line is paid for availability of the primary credit facility. One of the credit agreements contains certain covenants and financial ratio requirements, including restrictions on dividend payments. At December 31, 1998, $9,277,000 was unrestricted as to the payment of dividends. The amounts borrowed under the facilities are collateralized by substantially all of the assets of the Company. Under the most restrictive covenant, the Company must maintain stockholders' equity, including subordinated debt, less intangible assets and exclusive of treasury stock of at least $70,039,000 at December 31, 1998. NOTE E--SUBORDINATED DEBENTURES The subordinated debentures are payable to an officer and a director of the Company. The debentures bear interest at 10%. Interest is due on the unpaid balance quarterly. The debentures are due in full in 2001, however, beginning June 30, 1996 the debenture holders could have required the Company to redeem a portion of principal semi-annually. 31 K-SWISS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) December 31, 1998, 1997 and 1996 NOTE F--ACCRUED LIABILITIES Accrued liabilities as of December 31 consist of the following (in thousands):
1998 1997 ------- ------- Income taxes.............................................. $ 741 $ 1,362 Bonuses................................................... 1,960 1,501 Advertising............................................... 2,280 866 Other..................................................... 5,284 5,512 ------- ------- $10,265 $ 9,241 ======= =======
NOTE G--OTHER LIABILITIES Included in other liabilities is $4,441,000 and $1,289,000 as of December 31, 1998 and 1997, respectively, representing accrued bonuses under the Company's Economic Value Added ("EVA") incentive program not payable within one year. These amounts are at risk of forfeiture to the plan participants depending on the Company maintaining presently achieved levels of EVA. NOTE H--INCOME TAXES The provision for income taxes includes the following for the years ended December 31 (in thousands):
1998 1997 1996 ------ ------ ------- Current United States Federal......................................... $8,258 $2,366 $(1,961) State........................................... 1,406 243 514 Foreign.......................................... 71 105 117 Deferred United States Federal......................................... (925) 273 2,864 State........................................... (108) 33 335 ------ ------ ------- $8,702 $3,020 $ 1,869 ====== ====== =======
32 K-SWISS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) December 31, 1998, 1997 and 1996 NOTE H--INCOME TAXES--(Continued) A reconciliation from the U.S. federal statutory income tax rate to the effective tax rate for the years ended December 31 is as follows:
1998 1997 1996 ---- ---- ---- U.S. Federal statutory rate................... 35.0% 34.0% 34.0% State income taxes...... 4.1 4.1 4.1 State income tax audit.. -- -- 18.3 California net operating loss carry forward limitation............. -- -- 4.4 Net results of foreign subsidiaries........... 1.3 1.8 7.4 Amortization of intangibles............ 0.3 0.9 2.5 Other................... 0.3 1.2 1.2 ---- ---- ---- 41.0% 42.0% 71.9% ==== ==== ====
Deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and the tax basis of assets and liabilities given the provisions of the enacted tax laws. The net current and non-current components of deferred income taxes recognized in the balance sheets are as follows as of December 31 (in thousands):
1998 1997 ------- ------ Net current assets........................................ $ 1,746 $1,765 Net non-current liabilities............................... 8,227 9,279 ------- ------ Net liability........................................... $ 6,481 $7,514 ======= ======
Significant components of the Company's deferred tax assets and liabilities are as follows as of December 31 (in thousands):
1998 1997 ------- ------ Assets State taxes............................................. $ 527 $ 322 Bad debt reserve........................................ 299 130 Inventory reserve and capitalized costs................. 812 1,251 Bonuses................................................. 1,737 491 Other................................................... 431 101 ------- ------ Gross deferred tax assets............................. 3,806 2,295 Liabilities Unremitted earnings of a foreign subsidiary............. 9,626 9,303 Contingent purchase payments............................ 180 183 Other................................................... 481 323 ------- ------ Gross deferred tax liabilities........................ 10,287 9,809 ------- ------ Net deferred tax liability.............................. $ 6,481 $7,514 ======= ======
33 K-SWISS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) December 31, 1998, 1997 and 1996 NOTE H--INCOME TAXES--(Continued) The Company did not record any valuation allowances against deferred tax assets at December 31, 1998. Management has determined, based on the Company's history of prior operating earnings and its expectations for the future, that operating income of the Company will more likely than not be sufficient to recognize fully these deferred tax assets. The federal income tax returns of the Company for the years ended 1990, 1991 and 1992 are under examination by the Internal Revenue Service ("IRS"). In May 1998, the IRS issued its final report proposing additional taxes of an aggregate of approximately $1,561,000 plus penalties and interest for these years. The Company is protesting the IRS assessment. Also, the federal income tax returns of the Company for the years ended 1993, 1995 and 1996 are currently under examination by the IRS. The IRS has issued a preliminary examination report covering the 1993 fiscal year proposing adjustments to income of approximately $3,426,000 for this year. Although no assurance can be given regarding the outcome of such examinations, the Company believes that any taxes which might become payable as a result of these examinations would not result in additional expense recognized in the financial statements other than interest and penalties, if any, as the Company has recorded deferred income taxes on the untaxed portion of unremitted earnings of a foreign subsidiary. Therefore, management believes that resolution of the IRS examinations should not have a material adverse impact on the Company's financial position and results of operations. NOTE I--COMMITMENTS AND CONTINGENCIES The Company leases its principal warehouse facility through January 2003, under an agreement which provides for two options, each of which would extend the lease for three years. In addition, certain property and equipment is leased primarily on a month to month basis. Future minimum rental payments under these leases as of December 31, 1998 are as follows (in thousands):
Year ending December 31, ------------ 1999.............................................................. $1,247 2000.............................................................. 1,146 2001.............................................................. 1,040 2002.............................................................. 968 2003.............................................................. 86 Thereafter........................................................ 6 ------ $4,493 ======
Rent expense for operating leases was approximately $1,502,000, $1,451,000 and $1,615,000 for the years ended December 31, 1998, 1997, and 1996, respectively. Sublease rental income was approximately $54,000 for the year ended December 31, 1998. The Company has subleased approximately 90,000 square feet of its principal warehouse facility to another company for the remainder of its initial lease term. The total of the future minimum rentals to be received as of December 31, 1998 is $1,322,000. The Company has outstanding letters of credit totaling approximately $7,703,000 and $12,156,000 at December 31, 1998 and 1997 respectively. These letters of credit, which have original terms from one month to one year, collateralize the Company's obligation to third parties for the purchase of inventory. The fair value of these letters of credit is based on fees currently charged for similar agreements and is not significant at December 31, 1998 and 1997. 34 K-SWISS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) December 31, 1998, 1997 and 1996 NOTE I--COMMITMENTS AND CONTINGENCIES--(Continued) The Company is, from time to time, a party to litigation which arises in the normal course of its business operations. The Company does not believe it is presently a party to litigation which will have a material adverse effect on its business or operations. NOTE J--EMPLOYEE BENEFIT PLANS In 1988, the Company adopted a discretionary contribution profit sharing plan covering all employees meeting certain eligibility requirements. In 1993, the plan was amended to include a 401(k) plan. The expense for this plan was approximately $343,000, $472,000 and $17,000 for 1998, 1997 and 1996, respectively. NOTE K--STOCKHOLDERS' EQUITY Each share of Class B Common Stock is freely convertible into one share of Class A Common Stock at the option of the Class B stockholder. Holders of Class A Common Stock are entitled to one vote per share and holders of Class B Common Stock are entitled to ten votes per share for all matters submitted to a vote of the stockholders of the Company, other than the election of directors. Holders of Class A Common Stock are initially entitled to elect two directors and holders of Class B Common Stock are entitled to elect all directors other than directors that the holders of Class A Common Stock are entitled to elect. If the number of members of the Company's Board of Directors is increased to not less than eleven and not greater than fifteen (excluding directors representing holders of Preferred Stock, if any), holders of Class A Common Stock will be entitled to elect three directors. If the number of members of the Company's Board of Directors is increased to a number greater than fifteen (excluding directors representing holders of Preferred Stock, if any), holders of Class A Common Stock will be entitled to elect four directors. In 1990, the Company adopted the 1990 Stock Option Plan under which it was authorized to issue non-qualified stock options, incentive stock options, and warrants to key employees. As amended, the number of options available for issuance under the 1990 Stock Option Plan is 1,650,000 shares of Class A Common Stock. The options have a term of ten years and generally become fully vested by the end of the fifth year. Plan transactions for 1998, 1997 and 1996 are as follows (after giving effect to the two-for-one stock split described in Note O):
1998 1997 1996 ------------------- ------------------- ------------------- Weighted Weighted Weighted average average average exercise exercise exercise Shares price Shares price Shares price --------- -------- --------- -------- --------- -------- Options outstanding January 1,............. 1,407,788 $6.58 1,370,524 $6.76 1,175,324 $7.73 Granted................. 46,450 3.38 192,300 5.28 357,600 4.40 Exercised............... (66,968) 5.93 (27,136) 5.32 (2,334) 5.00 Canceled................ (52,250) 7.11 (127,900) 6.75 (160,066) 8.70 --------- --------- --------- Options outstanding December 31,........... 1,335,020 6.48 1,407,788 6.58 1,370,524 6.76 ========= ========= ========= Options available for grant at December 31,.. 183,710 177,910 242,310
35 K-SWISS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) December 31, 1998, 1997 and 1996 NOTE K--STOCKHOLDERS' EQUITY--(Continued) Weighted average fair value of options granted during the year are as follows:
1998 1997 1996 ------ ----- ----- Exercise price is below market price at date of grant............................................... $11.90 $6.22 $4.37 Exercise price equals market price at date of grant.. 4.60 2.43 1.57
The following information applies to options outstanding at December 31, 1998:
Options Outstanding Options Exercisable --------------------------------- -------------------- Weighted average Weighted Weighted remaining average average Number contractual exercise Number exercise Range of exercise prices outstanding life (years) price exercisable price ------------------------ ----------- ----------- -------- ----------- -------- $ .50.................. 93,782 9 $ .50 5,998 $ .50 $ 4.38--$6.50........... 566,536 6 4.98 304,870 4.94 $ 6.88--$9.63........... 544,102 4 8.04 471,388 8.00 $10.13--$12.82.......... 130,600 7 10.75 98,768 10.69
The fair value of options at date of grant was estimated using the Black- Scholes model with the following assumptions:
1998 1997 1996 ---- ---- ---- Expected life (years)................................... 7 7 7 Risk-free interest rate................................. 5.50% 6.25% 5.50% Expected volatility..................................... 30% 22% 20% Expected dividend yield................................. .4% .7% .7%
Statement of Financial Accounting Standards No. 123, Accounting for Stock- Based Compensation, encourages, but does not require companies to record compensation cost for stock-based employee compensation plans at fair value. The Company has chosen to continue to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's stock at the date of grant over the amount an employee must pay to acquire the stock. During 1998, 1997 and 1996, 34,450, 42,000 and 28,000 options, respectively, were granted at exercise prices below fair market value. This resulted in net compensation expense of $74,000, $32,000 and $28,000 for 1998, 1997 and 1996, respectively. All other options were granted at an exercise price equal to the fair market value of the Company's common stock at the date of grant. Accordingly, no compensation cost has been recognized for such options granted. In connection with the exercise of options, the Company realized income tax benefits in 1998, 1997 and 1996 which have been credited to additional paid-in capital. 36 K-SWISS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) December 31, 1998, 1997 and 1996 NOTE K--STOCKHOLDERS' EQUITY--(Continued) Had compensation cost for the plan been determined based on the fair value of the options at the grant dates consistent with the method of SFAS No. 123, the Company's net earnings and earnings per share would have been:
1998 1997 1996 ------- ------ ---- Net earnings (in thousands) As reported......................................... $12,546 $4,173 $731 Pro forma........................................... 12,428 4,163 742 Basic earnings per share As reported......................................... $ 1.15 $ .36 $.06 Pro forma........................................... 1.14 .36 .06 Diluted earnings per share As reported......................................... $ 1.10 $ .35 $.06 Pro forma........................................... 1.09 .35 .06
The effects of applying SFAS 123 in this proforma disclosure are not indicative of future amounts. SFAS 123 does not apply to awards prior to 1995, and additional awards in future years are anticipated. NOTE L--CONCENTRATIONS OF CREDIT RISK Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, trade accounts receivable and financial instruments used in hedging activities. The Company maintains cash and cash equivalents with high quality institutions and limits the amount of credit exposure to any one institution. As part of its cash and risk management processes, the Company performs periodic evaluations of the relative credit standing of the financial institutions. During the years ended December 31, 1998, 1997 and 1996, approximately 26%, 17% and 11%, respectively, of revenues were made to one domestic customer. At December 31, 1998 and 1997 approximately 16% and 18%, respectively, of accounts receivable were from this major customer. Credit risk with respect to other trade accounts receivable is generally diversified due to the large number of entities comprising the Company's customer base and their dispersion across many geographies. The Company controls credit risk through credit approvals, credit limits and monitoring procedures and for international receivables, the use of letters of credit and letters of guarantee. 37 K-SWISS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) December 31, 1998, 1997 and 1996 NOTE M--SEGMENT INFORMATION The Company's predominant business is the design, development and distribution of athletic footwear. The Company is organized into three geographic regions: the United States, Europe and other international operations. The following tables summarize segment information (in thousands):
Year ended December 31, ---------------------------- 1998 1997 1996 -------- -------- -------- Revenues from unrelated entities: United States............. $145,293 $ 91,568 $ 76,170 Europe.................... 9,324 8,818 11,552 Other International....... 6,923 15,827 19,111 -------- -------- -------- $161,540 $116,213 $106,833 ======== ======== ======== Inter-geographic revenues: United States............. $ 2,718 $ 2,721 $ 2,102 Europe.................... 2,420 2,937 4,573 Other International....... 4,926 2,744 3,893 -------- -------- -------- $ 10,064 $ 8,402 $ 10,568 ======== ======== ======== Total revenues: United States............. $148,011 $ 94,289 $ 78,272 Europe.................... 11,744 11,755 16,125 Other International....... 11,849 18,571 23,004 Less inter-geographic revenues................. (10,064) (8,402) (10,568) -------- -------- -------- $161,540 $116,213 $106,833 ======== ======== ======== Operating profit (loss): United States............. $ 28,148 $ 10,669 $ 3,720 Europe.................... (1,122) (1,751) (1,450) Other International....... 1,067 3,244 3,721 Less corporate expenses and eliminations......... (8,698) (6,792) (4,918) -------- -------- -------- $ 19,395 $ 5,370 $ 1,073 ======== ======== ======== Interest income: United States............. $ 1,079 $ 1,395 $ 1,152 Europe.................... 44 35 29 Other International....... 966 596 857 -------- -------- -------- Total interest income... 2,089 2,026 2,038 Interest expense: United States............. 200 126 408 Europe.................... 36 76 82 Other International....... -- 1 21 -------- -------- -------- Total interest expense.. 236 203 511 -------- -------- -------- Interest income, net........ $ 1,853 $ 1,823 $ 1,527 ======== ======== ========
38 K-SWISS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) December 31, 1998, 1997 and 1996 NOTE M--SEGMENT INFORMATION--(Continued)
Year ended December 31, -------------------------- 1998 1997 1996 -------- -------- -------- Income tax expense: United States............................... $ 8,631 $ 2,915 $ 1,752 Europe...................................... 47 61 84 Other International......................... 24 44 33 -------- -------- -------- $ 8,702 $ 3,020 $ 1,869 ======== ======== ======== Identifiable assets: United States............................... $ 67,487 $ 46,579 $ 42,068 Europe...................................... 6,299 4,312 6,305 Other International......................... 15,720 15,308 24,226 Corporate assets and eliminations (1)....... 25,959 34,996 27,676 -------- -------- -------- $115,465 $101,195 $100,275 ======== ======== ======== Provision for depreciation and amortization: United States............................... $ 713 $ 671 $ 791 Europe...................................... 167 198 330 Other International......................... 60 49 76 -------- -------- -------- $ 940 $ 918 $ 1,197 ======== ======== ======== Capital expenditures: United States............................... $ 5,370 $ 1,532 $ 861 Europe...................................... 207 57 171 Other International......................... 77 52 2 -------- -------- -------- $ 5,654 $ 1,641 $ 1,034 ======== ======== ========
- -------- (1)Corporate assets include cash and cash equivalents, investments and intangible assets. 39 K-SWISS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) December 31, 1998, 1997 and 1996 NOTE N--QUARTERLY FINANCIAL DATA (Unaudited) Summarized quarterly financial data for 1998 and 1997 follows (in thousands except for per share amounts):
First Second Third Fourth Quarter Quarter Quarter Quarter Year ------- ------- ------- ------- -------- 1998 Revenues........................... $42,274 $41,015 $38,212 $40,039 $161,540 Gross profit....................... 17,146 17,600 17,606 18,263 70,615 Net earnings....................... 3,545 2,255 3,031 3,715 12,546 Earnings per share (1) Basic.............................. $ .32 $ .21 $ .28 $ .34 $ 1.15 Diluted............................ $ .31 $ .20 $ .26 $ .32 $ 1.10 1997 Revenues........................... $31,199 $28,415 $32,835 $23,764 $116,213 Gross profit....................... 11,722 9,610 13,418 10,694 45,444 Net earnings (loss)................ 1,539 (379) 1,714 1,299 4,173 Earnings (loss) per share (1) Basic.............................. $ .13 $ (.03) $ .15 $ .12 $ .36 Diluted............................ $ .13 $ (.03) $ .15 $ .11 $ .35
- -------- (1) Earnings (loss) per share reflect the effect of the two-for-one stock split as described in Note O. NOTE O--SUBSEQUENT EVENTS On February 8, 1999, the Company's Board of Directors approved a two-for-one stock split for both Class A and Class B common stock. This stock split will be in the form of a 100 percent stock dividend to be distributed on March 26, 1999 to stockholders of record at the close of business on March 15, 1999. The Board of Directors also approved an increase in the cash dividend per share to an annual rate, on a post-split basis, of 6 cents per common share from an annual rate of 4 cents per common share. 40 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. PART III Item 10. Directors and Executive Officers of the Registrant Except for the information disclosed in Item 4(a) of this Annual Report on Form 10-K, the information required by this item will be contained in the Company's Proxy Statement for its Annual Stockholders Meeting to be held May 20, 1999 to be filed with the Securities and Exchange Commission within 120 days after December 31, 1998 and is incorporated herein by reference. Item 11. Executive Compensation The information required by this item will be contained in the Company's Proxy Statement for its Annual Stockholders Meeting to be held May 20, 1999 to be filed with the Securities and Exchange Commission within 120 days after December 31, 1998 and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management The information required by this item will be contained in the Company's Proxy Statement for its Annual Stockholders Meeting to be held May 20, 1999 to be filed with the Securities and Exchange Commission within 120 days after December 31, 1998 and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions The information required by this item will be contained in the Company's Proxy Statement for its Annual Stockholders Meeting to be held May 20, 1999 to be filed with the Securities and Exchange Commission within 120 days after December 31, 1998 and is incorporated herein by reference. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) Financial Statements:
Page Reference Form 10-K -------------- Report of Independent Certified Public Accountants.............. 22 Consolidated Balance Sheets as of December 31, 1998 and 1997.... 23 Consolidated Statements of Earnings and Comprehensive Earnings for the three years ended December 31, 1998.................... 24 Consolidated Statement of Stockholders' Equity for the three years ended December 31, 1998.................................. 25 Consolidated Statements of Cash Flows for the three years ended December 31, 1998.............................................. 26 Notes to Consolidated Financial Statements...................... 27-40
(b) Reports on Form 8-K There were no reports on Form 8-K filed during the fourth quarter of 1998. 41 (c) Exhibits 3.1 Amended and Restated Certificate of Incorporation of K-Swiss Inc. (incorporated by reference to exhibit 3.4 to the Registrant's Form S-1 Registration Statement No. 33-34369). 3.2 Certificate of Designations of Class A Common Stock of K-Swiss Inc. (incorporated by reference to exhibit 3.2 to the Registrant's Form S-1 Registration Statement No. 33-34369). 3.3 Certificate of Designations of Class B Common Stock of K-Swiss Inc. (incorporated by reference to exhibit 3.3 to the Registrant's Form S-1 Registration Statement No. 33-34369). 3.4 Amended and Restated Bylaws of K-Swiss Inc. (incorporated by reference to exhibit 3.4 to the Registrant's Form 10-K for the fiscal year ended December 31, 1991). 4.1 Specimen K-Swiss Inc. Class A Common Stock Certificate (incorporated by reference to exhibit 4.1 to the Registrant's Form S-1 Registration Statement No. 33-34369). 4.2 Specimen K-Swiss Inc. Class B Common Stock Certificate (incorporated by reference to exhibit 4.2 to the Registrant's Form S-1 Registration Statement No. 33-34369). 4.3 $400,000 324 Corp. 10% Junior Subordinated Debenture due December 31, 2001 originally issued to The Rug Warehouse, Inc. Pension Plan and Trust (incorporated by reference to exhibit 4.7 to the Registrant's Form S-1 Registration Statement No. 33-34369). 4.4 $100,000 324 Corp. 10% Junior Subordinated Debenture due December 31, 2001 issued to George E. Powlick (incorporated by reference to exhibit 4.8 to the Registrant's Form S-1 Registration Statement No. 33-34369). 9.1 Voting Agreement by and between Steven B. Nichols and each of Lawrence Feldman and George Powlick dated as of June 11, 1990, as amended (incorporated by reference to exhibit 9.1 to the Registrant's Form 10-K for the year ended December 31, 1990). 9.2 Stockholders Agreement dated as of December 30, 1986 by and among 324 Corp., Steven B. Nichols, Kenneth J. Zises and The Biltrite Corporation (incorporated by reference to exhibit 9.2 to the Registrant's Form S-1 Registration Statement No. 33-34369). 9.3 Letter Agreement dated May 3, 1990 by and among the Company, Steven B. Nichols, Kenneth J. Zises, The Biltrite Corporation and certain affiliates (incorporated by reference to exhibit 9.3 to the Registrant's Form S-1 Registration Statement No. 33-34369). 9.4 Voting Agreement dated May 3, 1990 by and between The Biltrite Corporation and the Nichols Family Trust (incorporated by reference to exhibit 9.4 to the Registrant's Form S-1 Registration Statement No. 33-34369). 10.1 K-Swiss Inc. 1990 Stock Incentive Plan (incorporated by reference to exhibit 10.1 to the Registrant's Form S-1 Registration Statement No. 33-34369). 10.2 Amendment to K-Swiss Inc. 1990 Stock Incentive Plan (incorporated by reference to exhibit 10.36 to the Registrant's Form 10-K for the fiscal year ended December 31, 1993).
42 10.3 Amendment to K-Swiss Inc. 1990 Stock Incentive Plan (incorporated by reference to exhibit 10.32 to the Registrant's Form 10-K for the fiscal year ended December 31, 1995). 10.4 K-Swiss Inc. Profit Sharing Plan, as amended (incorporated by reference to exhibit 10.3 to the Registrant's Form S-1 Registration Statement No. 33-34369). 10.5 Amendment to K-Swiss Inc. 401(k) and Profit Sharing Plan (incorporated by reference to exhibit 10.35 to the Registrant's Form 10-K for the fiscal year ended December 31, 1993). 10.6 Amendment to K-Swiss Inc. 401(k) and Profit Sharing Plan dated May 26, 1994 (incorporated by reference to exhibit 10.32 to the Registrant's Form 10-K for the fiscal year ended December 31, 1994). 10.7 Form of Indemnity Agreement entered into by and between K-Swiss Inc. and directors (incorporated by reference to exhibit 10.4 to the Registrant's Form S-1 Registration Statement No. 33-34369). 10.8 Employment Agreement dated as of June 11, 1990 with Steven B. Nichols (incorporated by reference to exhibit 10.11 to the Registrant's Form S-1 Registration Statement No. 33-34369). 10.9 First Amendment to Employment Agreement with Steven B. Nichols dated November 13, 1991 (incorporated by reference to exhibit 10.32 to the Registrant's Form 10-K for the fiscal year ended December 31, 1991). 10.10 Employment Agreement between the Registrant and Steven B. Nichols dated as of April 30, 1993 (incorporated by reference to exhibit 10.30 to the Registrant's Form S-1 Registration Statement No. 33- 62254). 10.11 Employment Agreement between the Registrant and Steven B. Nichols dated as of March 1, 1995 (incorporated by reference to exhibit 10.2 to the Registrant's Form 10-Q for the quarter ended June 30, 1995). 10.12 Note and Warrant Agreement dated as of December 29, 1986 by and among K-Swiss, 324 Corp. and John Hancock Mutual Life Insurance Company (incorporated by reference to exhibit 10.18 to the Registrant's Form S-1 Registration Statement No. 33-34369). 10.13 Amendment to Note and Warrant Agreement dated as of August 1, 1988 by and among K-Swiss, 324 Corp. and John Hancock Mutual Life Insurance Company (incorporated by reference to exhibit 10.19 to the Registrant's Form S-1 Registration Statement No. 33-34369). 10.14 Note Agreement dated August 25, 1989 and Amendment to Note and Warrant Agreement dated as of December 29, 1986, as amended, by and between K-Swiss Inc. and John Hancock Mutual Life Insurance Company (incorporated by reference to exhibit 10.20 to the Registrant's Form S-1 Registration Statement No. 33-34369). 10.15 Amendment to Note and Warrant Agreement, as amended, dated as of April 26, 1990 by and among K-Swiss Inc., the Registrant and John Hancock Mutual Life Insurance Company (incorporated by reference to exhibit 10.21 to the Registrant's Form S-1 Registration Statement No. 33-34369). 10.16 Amendment to Note and Warrant Agreement as amended, and Note Agreement, dated as of January 15, 1991, between the Registrant and John Hancock Mutual Life Insurance Company (incorporated by reference to exhibit 10.17 to the Registrant's Form 10-K for the year ended December 31, 1990).
43 10.17 Stock Pledge Agreement, Secured Promissory Note and Letter Agreement dated as of December 26, 1990 by and between the Registrant and George Powlick (incorporated by reference to exhibit 10.18 to the Registrant's Form 10-K for the year ended December 31, 1990). 10.18 Stock Pledge Agreement, Secured Promissory Note and Letter Agreement dated as of April 10, 1991 by and between Registrant and George Powlick (incorporated by reference to exhibit 10.33 to the Registrant's Form 10-K for the fiscal year ended December 31, 1991). 10.19 Stock Pledge Agreement and Secured Promissory Note dated as of April 10, 1991 by and between the Registrant and Lawrence D. Feldman (incorporated by reference to exhibit 10.34 to the Registrant's Form 10-K for the fiscal year ended December 31, 1991). 10.20 Purchase Agreement dated as of December 29, 1986 by and between 324 Corp. and The Biltrite Corporation (incorporated by reference to exhibit 10.37 to the Registrant's Form S-1 Registration Statement No. 33-34369). 10.21 Amendment to Purchase Agreement dated December 29, 1986 by and between 324 Corp. and The Biltrite Corporation (incorporated by reference to exhibit 10.34 to the Registrant's Form S-1 Registration Statement No. 33-34369). 10.22 Lease Agreement dated March 11, 1997 by and between K-Swiss Inc. and Space Center Mira Loma, Inc. (incorporated by reference to exhibit 10 to the Registrant's Form 10-Q for the quarter ended March 31, 1997). 10.23 Credit Agreement dated March 25, 1994 by and among the Registrant and Bank of America National Trust and Savings Association, with schedules (incorporated by reference to exhibit 10.33 to the Registrant's Form 10-K for the fiscal year ended December 31, 1994). 10.24 Amendment to Credit Agreement dated March 25, 1994 by and among the Registrant and Bank of America National Trust and Savings Association (incorporated by reference to exhibit 10.1 to the Registrant's Form 10-Q for the quarter ended June 30, 1995). 10.25 Second Amendment to Credit Agreement (incorporated by reference to exhibit 10 to the Registrant's Form 10-Q for the quarter ended September 30, 1996). 10.26 Third Amendment to Credit Agreement (incorporated by reference to exhibit 10 to the Registrant's Form 10-Q for the quarter ended September 30, 1997). 10.27 Fourth Amendment to Credit Agreement (incorporated by reference to exhibit 10 to the Registrant's Form 10-Q for the quarter ended September 30, 1998). 10.28 Agreement for the Purchase of Assets and Rights of Robey between N. Chr. M. Wilke and NMB-Heller N.V. and K-Swiss International Ltd., dated January 4, 1996 (incorporated by reference to exhibit 10 to the Registrant's Form 10-Q for the quarter ended March 31, 1996). 10.29 K-Swiss Inc. Deferred Compensation Plan, Master Plan Document (incorporated by reference to exhibit 10.1 to the Registrant's Form 10-Q for the quarter ended March 31, 1998). 10.30 K-Swiss Inc. Deferred Compensation Plan, Master Trust Agreement (incorporated by reference to exhibit 10.2 to the Registrant's Form 10-Q for the quarter ended March 31, 1998).
44 10.31 Fifth Amendment to Credit Agreement. 21 Subsidiaries of K-Swiss Inc. 23 Consent of Grant Thornton LLP. 27 Financial Data Schedule
(d) Schedules
Page ---- Financial Statement Schedules: Schedule II--Valuation and Qualifying Accounts........................ 47 All supplemental schedules other than as set forth above are omitted as inapplicable or because the required information is included in the Consolidated Financial Statements or the Notes to Consolidated Financial Statements.
45 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. K-Swiss Inc. /s/ George Powlick By __________________________________ George Powlick, Vice-President and Chief Financial Officer February 8, 1999 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Steven Nichols February 8, 1999 - ------------------------------------ Steven Nichols Chairman of the Board, President and Chief Executive Officer /s/ George Powlick February 8, 1999 - ------------------------------------ George Powlick Vice President Finance, Chief Financial Officer, Principal Accounting Officer, Secretary and Director /s/ Lawrence Feldman February 8, 1999 - ------------------------------------ Lawrence Feldman Director /s/ Jonathan Layne February 8, 1999 - ------------------------------------ Jonathan Layne Director /s/ Martyn Wilford February 8, 1999 - ------------------------------------ Martyn Wilford Director
46 SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Amounts in thousands)
Column A Column B Column C Column D Column E -------- ------------- --------------------- -------------- ---------- Additions --------------------- Balance at Charged to Charged to Write-offs and Balance at Beginning of Costs and Other Deductions, End Description Period Expenses Accounts Net of Period ----------- ------------- ---------- ---------- -------------- ---------- Allowance for bad debts. (1998) $ 477 $ 63 $ -- $ 285 $ 825 (1997) 630 420 -- (573) 477 (1996) 873 247 -- (490) 630 Allowance for inventories............ (1998) $2,627 $ 537 $ -- $(1,643) $1,521 (1997) 2,880 1,769 -- (2,022) 2,627 (1996) 1,799 2,977 -- (1,896) 2,880
47 EXHIBIT INDEX Number Page - ------ ---- 10.31 Fifth Amendment to Credit Agreement 49 21 Subsidiaries of K-Swiss Inc. 50 23 Consent of Grant Thornton LLP. 51 27 Financial Data Schedule 52 EX-10.31 2 FIFTH AMENDMENT TO CREDIT AGREEMENT EXHIBIT 10.31 FIFTH AMENDMENT TO CREDIT AGREEMENT This Fifth Amendment to Credit Agreement (this "Amendment") is entered into as of December 11, 1998, between Bank of America National Trust and Savings Association ("Bank") and K-Swiss, Inc. ("Borrower"), with reference to the following: Recitals -------- A. Bank and Borrower are parties to that certain Credit Agreement dated as of March 25, 1994, as modified by amendments dated as of June 29, 1995, August 12, 1996, July 29, 1997, and September 9, 1998 (as amended, the "Credit Agreement"). B. Bank and Borrower now desire to further amend the Credit Agreement on the terms and conditions set forth below. Agreement --------- NOW, THEREFORE, the parties hereto agree as follows: 1. Definitions. Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Credit Agreement. 2. Amendments. The Credit Agreement shall be amended as follows: (a) Paragraph 2.5(a) is amended in full to read as follows: "(a) The total of the undrawn and the drawn and unreimbursed amount (other than any amount added to the outstanding advances pursuant to Paragraph 2.5(e)) of standby letters of credit outstanding at any one time under the Revolving Facility may not exceed (i) Thirty Million Dollars ($30,000,000) for letters of credit issued to support the Borrower's performance of obligations in connection with purchases of inventory and (ii) Two Million Dollars ($2,000,000) for all other letters of credit." (b) Except as hereby amended, all of the terms and conditions of the Credit Agreement shall remain in full force and effect. 3. Representations and Warranties. Borrower represents and warrants to Bank that: (a) no Event of Default has occurred and is continuing under the Credit Agreement, (b) the representations and warranties in the Credit Agreement are true as of the date of this Amendment, (c) this Amendment is within Borrower's powers, has been duly authorized, and does not conflict with Borrower's organizational papers, and (d) this Amendment does not conflict with any law, agreement, or obligation by which Borrower is bound. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written. BANK OF AMERICA NATIONAL TRUST K-SWISS, INC. AND SAVINGS ASSOCIATION By: /S/ Richard J. Pankow By: /S/ George Powlick ------------------------------ ----------------------------------- Richard J. Pankow George Powlick Vice President Vice President-Finance EX-21 3 SUBSIDIARIES OF K-SWISS INC. EXHIBIT 21 LIST OF SUBSIDIARIES 1. K-Swiss Pacific Inc., a Massachusetts corporation. 2. K-Swiss International Ltd., a corporation organized under the laws of Bermuda. 3. K-Swiss (UK) Ltd., a United Kingdom corporation. 4. K-Swiss Amsterdam B.V., a Dutch corporation. 5. K-Swiss S.A. de C.V., a Mexico corporation. 6. K-Swiss Retail Services Inc., a California corporation. 7. K-Swiss Australia Pty. Ltd., an Australia corporation. 8. K-Swiss International Services (BAARN) B.V., a Dutch corporation. 9. K-Swiss Direct Inc., a California corporation. EX-23 4 CONSENT OF GRANT THORNTON LLP EXHIBIT 23 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated January 29, 1999, except for Note O, as to which the date is February 8, 1999, accompanying the consolidated financial statements and schedule included in the Annual Report of K-Swiss Inc. on Form 10-K for the year ended December 31, 1998. We hereby consent to the incorporation by reference of said report in the Registration Statements of K-Swiss Inc. on Form S-8 (File No. 33-36505, effective August 23, 1990, File No. 33-77258, effective April 4, 1994 and File No. 33-95650, effective August 10, 1995) and on Form S-3 (File No. 333-37895, effective October 17, 1997 and File No. 333-60043, effective July 28, 1998). /s/ GRANT THORNTON LLP LOS ANGELES, CALIFORNIA JANUARY 29, 1999 EX-27 5 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 12-MOS DEC-31-1998 JAN-01-1998 DEC-31-1998 37,360 0 27,303 (825) 33,535 102,002 6,009 0 115,465 18,703 0 0 0 66 83,202 115,485 161,540 161,540 90,925 51,220 0 0 1,853 21,248 8,702 12,546 0 0 0 12,546 1.15 1.10 INTEREST INCOME NET OF INTEREST EXPENSE
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