-----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, VCq1fu6A8E3FzHwWq3DyNNAWhmH4ByF3k3sSzr3d689SljVSIf/UGiVKV1TeLo+S 1TEmsjWEROFXWzzVnuBt9g== 0001157523-08-008849.txt : 20081105 0001157523-08-008849.hdr.sgml : 20081105 20081105075020 ACCESSION NUMBER: 0001157523-08-008849 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081105 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081105 DATE AS OF CHANGE: 20081105 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18490 FILM NUMBER: 081162373 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 8-K 1 a5822081.htm K-SWISS INC. 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K


CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  November 5, 2008

K-SWISS INC.
(Exact name of registrant as specified in its charter)

Delaware

0-18490

95-4265988

(State or other jurisdiction of
incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

31248 Oak Crest Drive, Westlake Village, CA

91361

(Address of principal executive offices)

(Zip Code)
818-706-5100
(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02.     Results of Operations and Financial Condition.

On November 5, 2008, K-Swiss Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the three and nine months ended September 30, 2008.  A copy of the Company’s press release is attached as Exhibit 99.1 to this report and is incorporated herein by this reference.

The information in this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished under Item 2.02 “Results of Operations and Financial Condition.”  Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference in any filing, registration statement or other document filed under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.
 

Exhibit Number

Description of Exhibit

99.1 Press release issued November 5, 2008.
2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

K-Swiss Inc.

 

Date:

November 5, 2008

By:

/s/ GEORGE POWLICK

George Powlick,

Vice President Finance, Chief Operating
Officer, Chief Financial Officer and
Director

3

EXHIBIT INDEX

Exhibit

Description
 
99.1

Press Release issued November 5, 2008.

4

EX-99.1 2 a5822081-ex991.htm EXHIBIT 99.1

Exhibit 99.1

KSwiss Reports Third Quarter Results

WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--November 5, 2008--K•Swiss Inc. (NASDAQ: KSWS) today announced results for the third quarter ended September 30, 2008.

Financial Highlights

Net loss for the third quarter of 2008 was $100,000, or $0.00 per share, compared with net earnings of $12,821,000, or $0.36 per diluted share, in the prior-year period. Net earnings and net earnings per diluted share for the nine months ended September 30, 2008, were $33,433,000, or $0.95 per diluted share, compared with $38,477,000, or $1.08 per diluted share, in the nine months ended September 30, 2007. Earnings for the nine-month 2008 period include a pre-tax gain of $30,000,000, or $0.52 per diluted share (after tax), related to the settlement of litigation.

For the third quarter of 2008, total worldwide revenues decreased 10.7% to $95,817,000 compared with $107,246,000 in the prior-year period. Domestic revenues decreased 29.0% to $36,917,000 in the third quarter, and international revenues increased 6.6% to $58,900,000. Total worldwide revenues for the first nine months of 2008 decreased 14.6% to $283,881,000, compared with $332,265,000, in the first nine months of 2007. Domestic revenues decreased 31.9% to $114,488,000 in the first nine months, while international revenues increased 3.2% to $169,393,000.

Palladium Acquisition

The Company acquired Palladium SAS on July 1, 2008. Included above for the quarter and nine months ended September 30, 2008, were Palladium’s international net sales of $9,948,000 and net earnings of $940,000 (net of minority interest).

Futures Orders

Worldwide futures orders with start ship dates from October 2008 through March 2009 were $102,849,000 at September 30, 2008, compared with $145,029,000 at September 30, 2007. Domestic futures orders decreased 34.9% to $36,996,000 at September 30, 2008, from $56,794,000 the previous year. International futures orders decreased 25.4% to $65,853,000 at September 30, 2008, from $88,235,000 the previous year.

Stock Repurchase Program

The Company did not purchase shares of Class A Common Stock during the third quarter of 2008. At September 30, 2008, there remains authorization to repurchase 3,911,289 shares under the Company's existing stock repurchase program. Since August 1996, K•Swiss has purchased a total of 25.5 million shares of Class A Common Stock for a total expenditure of $166.8 million.


Earnings Guidance

K•Swiss also issued guidance for the fourth quarter of 2008 and full-year 2008. The Company expects revenues for the fourth quarter of 2008 to be approximately $45 to $60 million and the loss per diluted share to be in the range of $(0.10) to $(0.35). The Company expects full-year revenues to be approximately $329 to $344 million and expects to report full-year earnings per diluted share of approximately $0.60 to $0.85.

The Company's estimates for the fourth quarter of 2008 and full-year 2008 reflect a significant decline in domestic revenues; substantial investments in product development and marketing for the K•Swiss brand; slow down of international operations; and continued investment in the Royal Elastics brand. The estimates are based upon the following assumptions: gross margins will be approximately 42.0%; SG&A will not rise above $35 million for the fourth quarter of 2008 and $151 million for the full-year 2008; customer order cancellations will be moderate; and the Company's growth initiatives with respect to Royal Elastics will not exceed a net loss of $0.08 per diluted share for the full year.

Steven Nichols, Chairman of the Board and President, stated, "The positive impact from the July 2008 acquisition of Palladium was evident in the higher-than-expected revenues and less-than-expected loss for the quarter. Excluding Palladium, our financial results and backlog confirm the deteriorating global outlook for K•Swiss in 2008 and 2009. We are making headway in interesting areas with our branding initiatives and product development, but the uncertainty caused by the credit markets disruption and likely recession present substantial challenges. However, our balance sheet remains sound."

Investor Conference Call and Web Simulcast

K•Swiss will conduct a conference call on its third quarter 2008 results today, at 11:00 a.m. ET. The number to call for this interactive teleconference is (303) 262-2075. A replay of this conference call will be available until November 13, 2008, by dialing (303) 590-3000 and entering the passcode, 11110985#.

The Company will also provide an online Web simulcast and rebroadcast of this conference call. The live broadcast of K•Swiss' quarterly conference call will be available online at www.streetevents.com and www.earnings.com today, beginning at 11:00 a.m. ET. The online replay will follow shortly after the call and continue through November 13, 2008.

K•Swiss Inc. designs, develops and markets an array of athletic footwear for high performance sports use, fitness activities and casual wear under the K•Swiss and Royal Elastics brands. The Company also owns a controlling interest in French fashion footwear maker Palladium SAS.

Certain matters discussed in this press release are subject to certain risks and uncertainties that could cause actual results to differ materially, including, but not limited to: non-achievement of the assumptions discussed herein, general and regional economic conditions, availability of credit, industry trends, merchandise trends, including market acceptance of the Company's product offerings, customer demand, competition, the impact of terrorism and/or a potential global conflict on the worldwide economy, dependence on large customers and credit concentrations and order cancellations and reduced sales resulting from a slower worldwide economy. A complete description of these factors, as well as others which could affect the Company's business, is set forth in the Company's periodic filings, including its Form 10-Q for the quarter ended September 30, 2008, which is currently on file with the SEC. "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.


K•Swiss Inc. Consolidated Statements of Earnings

(In thousands, except earnings per share data)
 
 

Three Months Ended

 

Nine Months Ended

September 30,

September 30,

(Unaudited)

(Unaudited)

2008

 

2007

2008

 

2007

Revenues

$

95,817

$ 107,246

$

283,881

$ 332,265
Cost of goods sold  

57,599

  57,052  

161,067

  179,601
Gross profit

38,218

50,194

122,814

152,664
Selling, general and administrative expenses  

38,129

  43,352  

116,110

  116,603
Operating profit

89

6,842

6,704

36,061
Other income

---

5,232

30,000

5,232
Interest income, net  

1,580

  2,602  

5,067

  7,176
Earnings before income taxes and minority interest, net

1,669

14,676

41,771

48,469
Income tax expense  

1,060

  1,855  

7,629

  9,992
Earnings before minority interest, net

609

12,821

34,142

38,477
Income attributable to minority interest, net  

709

  ---  

709

  ---
Net (loss) earnings

$

(100)

$ 12,821

$

33,433

$ 38,477
Basic earnings per share

$

---

$ 0.37

$

0.96

$ 1.11
Diluted earnings per share

$

---

$ 0.36

$

0.95

$ 1.08
Weighted average number of shares outstanding
Basic

34,830

34,746

34,763

34,688
Diluted

34,830

35,475

35,315

35,487
 

K•Swiss Inc. Condensed Balance Sheets

(In thousands)

 

September 30,

2008

2007

 

(Unaudited)

ASSETS

CURRENT ASSETS
Cash and cash equivalents

$

291,079

$ 282,499
Accounts receivable, net

47,958

47,235
Inventories

68,309

59,382
Prepaid expenses and other

5,838

7,162
Deferred taxes  

5,199

  4,979
Total current assets

418,383

401,257
PROPERTY, PLANT AND EQUIPMENT, NET

25,718

24,349
OTHER ASSETS
Intangible assets

20,749

4,700
Deferred taxes

3,001

3,537
Other  

9,032

  8,114
Total other assets  

32,782

  16,351

$

476,883

$ 441,957
 
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank lines of credit

$

8,382

$ ---
Trade accounts payable

15,897

16,156
Accrued liabilities  

25,674

  30,083
Total current liabilities

49,953

46,239
LONG-TERM DEBT

1,051

---
OTHER LIABILITIES

12,580

11,662
MINORITY INTEREST

2,131

---
STOCKHOLDERS' EQUITY  

411,168

  384,056

$

476,883

$ 441,957

CONTACT:
K•Swiss Inc.
George Powlick, Chief Financial Officer, 818-706-5100

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