-----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, Vc5nRdTR8/+kcI2f18eniu+RCW6j7X+EZ9e4Nq2c8tE3PbSIXNIbIumBYaS5odka DaAjrA25+4vyJ/L0EUFyAQ== 0001157523-09-001903.txt : 20090305 0001157523-09-001903.hdr.sgml : 20090305 20090305075018 ACCESSION NUMBER: 0001157523-09-001903 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090305 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090305 DATE AS OF CHANGE: 20090305 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: 09657306 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 a5910406.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)  March 5, 2009

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 March 5, 2009, K-Swiss Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the three and twelve months ended December 31, 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 March 5, 2009.


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:

March 5, 2009

 

By: /s/ GEORGE POWLICK

George Powlick,

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


EXHIBIT INDEX

Exhibit

Description

 
99.1

Press Release issued March 5, 2009.

EX-99.1 2 a5910406ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

KSwiss Reports Fourth Quarter Results

WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--March 5, 2009--K•Swiss Inc. (NASDAQ: KSWS) today announced results for the fourth quarter ended December 31, 2008.

Financial Highlights

Net loss for the fourth quarter of 2008 was $13,714,000, or $0.39 per diluted share, compared with net earnings of $596,000, or $0.02 per diluted share, in the prior-year period. Net earnings and net earnings per diluted share for the year ended December 31, 2008, were $20,885,000, or $0.59 per diluted share, compared with $39,073,000, or $1.10 per diluted share, in the year ended December 31, 2007.

For the fourth quarter of 2008, total worldwide revenues decreased 28.0% to $56,279,000 compared with $78,167,000 in the prior-year period. Domestic revenues decreased 20.4% to $27,313,000 in the fourth quarter, and international revenues decreased 34.0% to $28,966,000. Total worldwide revenues for 2008 decreased 17.1% to $340,160,000, compared with $410,432,000, in 2007. Domestic revenues decreased 29.9% to $141,801,000 in 2008, while international revenues decreased 4.7% to $198,359,000.

Palladium Acquisition

The Company acquired Palladium SAS on July 1, 2008. Included above were Palladium’s international net sales of $1,544,000, and $11,492,000, respectively, for the fourth quarter and year ended December 31, 2008, and net loss of $1,468,000 for the fourth quarter and net income of $181,000 for the year ended December 31, 2008.

Futures Orders

Worldwide futures orders with start ship dates from January through June 2009 were $93,610,000 at December 31, 2008, compared with $147,805,000 at December 31, 2007. Domestic futures orders decreased 37.2% to $31,881,000 at December 31, 2008, from $50,758,000 the previous year. International futures orders decreased 36.4% to $61,729,000 at December 31, 2008, from $97,047,000 the previous year.

Common Stock Dividend

K•Swiss also announced that the Board of Directors has elected to suspend the Company’s common stock dividend for the foreseeable future to preserve liquidity and enhance the strength of its balance sheet. Suspension of the dividend is expected to conserve approximately $7.0 million of capital annually.

Earnings Guidance

Effectively immediately, K•Swiss has revised its guidance practice to focus on annual guidance in light of the significant volatility associated with quarterly projections. The extent and variability of the economic factors cited below call for measuring the Company’s performance over a longer term rather than on a quarter-by-quarter basis. For 2009, the Company expects full-year revenues to be approximately $210 million to $250 million and expects to report a full-year loss per diluted share of approximately $0.30 to $0.60. Full-year SG&A expenses are currently projected to be approximately $130 million, but are expected to fluctuate based on strategic decisions made during the year as well as general trends in the retail marketplace. The full-year tax benefit rate is presently estimated to be 30%, which could vary based on the global distribution of results.


Steven Nichols, Chairman of the Board and President, stated, "The fourth quarter results and our outlook for 2009 reflect the brutal realities and uncertainties of today's global retail environment. The uncertainties we face include the condition of the worldwide economy, the effectiveness of repositioning the K•Swiss brand, the level of marketing investments we could make in K•Swiss and Palladium, and currency exchange rate fluctuations, among others. Our goals for 2009 are to reduce inventory levels, minimize our net loss and make the right investments in our brands for the long term."

Investor Conference Call and Web Simulcast

K•Swiss will conduct a conference call on its fourth quarter 2008 results today, at 11:00 a.m. ET. The number to call for this interactive teleconference is (303) 262-2138. A replay of this conference call will be available until March 12, 2009, by dialing (303) 590-3000 and entering the passcode, 11126529#.

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 March 12, 2009.

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, Royal Elastics and Palladium brands.

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 deepening of the current worldwide recession. 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-K for the year ended December 31, 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 Year Ended
December 31, December 31,
  2008     2007     2008     2007
(Unaudited)
Revenues $ 56,279 $ 78,167 $ 340,160 $ 410,432
Cost of goods sold   43,734     40,972     204,801     220,573
Gross profit 12,545 37,195 135,359 189,859
Selling, general and administrative expenses   31,759     40,895     147,869     157,498
Operating (loss) profit (19,214 ) (3,700 ) (12,510 ) 32,361
Other income --- --- 30,000 5,232
Interest income, net   1,441     2,418     6,965     9,594
(Loss) earnings before income taxes (17,773 ) (1,282 ) 24,455 47,187
Income tax (benefit) expense   (4,059 )   (1,878 )   3,570     8,114
Net (loss) earnings $ (13,714 ) $ 596   $ 20,885   $ 39,073
Basic (loss) earnings per share $ (0.39 ) $ 0.02   $ 0.60   $ 1.13
Diluted (loss) earnings per share $ (0.39 ) $ 0.02   $ 0.59   $ 1.10
Weighted average number of shares outstanding
Basic 34,853 34,755 34,785 34,705
Diluted 34,853 35,412 35,407 35,472
 
 
K•Swiss Inc. Condensed Balance Sheets
(In thousands)
 
December 31,
  2008     2007
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 207,423 $ 291,235
Accounts receivable, net 34,959 34,808
Inventories 74,417 63,227
Prepaid expenses and other 10,811 11,231
Deferred taxes   6,676     5,226
Total current assets 334,286 405,727
PROPERTY, PLANT AND EQUIPMENT, NET 25,686 24,100
OTHER ASSETS
Intangible assets 22,776 4,700
Deferred taxes 3,804 3,248
Other   8,578     8,578
Total other assets   35,158     16,526
$ 395,130   $ 446,353
 
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank lines of credit and short-term debt $ 4,355 $ ---
Trade accounts payable 24,306 22,017
Accrued liabilities   24,318     28,384
Total current liabilities 52,979 50,401
OTHER LIABILITIES
Long-term debt 1,021 ---
Mandatorily redeemable minority interest 3,759 ---
Other liabilities   12,609     11,719
Total other liabilities 17,389 11,719
STOCKHOLDERS' EQUITY   324,762     384,233
$ 395,130   $ 446,353

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

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