-----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, Lk3fNxRTJ9xK/16KNE8Hzk6aatPj9Od1Hq3VpYYKcVOptudpsIj/XF8ayX/QQenL Ok61sstt73+jvl9XnidBHQ== 0001157523-09-005695.txt : 20090806 0001157523-09-005695.hdr.sgml : 20090806 20090806075020 ACCESSION NUMBER: 0001157523-09-005695 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090806 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090806 DATE AS OF CHANGE: 20090806 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: 09989920 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 a6023592.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)  August 6, 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 August 6, 2009, K-Swiss Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the six and three months ended June 30, 2009.  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 August 6, 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:

August 6, 2009

 

By:

/s/ GEORGE POWLICK

George Powlick,

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


EXHIBIT INDEX

Exhibit                      Description

99.1                           Press Release issued August 6, 2009.

EX-99.1 2 a6023592ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

K-Swiss Reports Second Quarter Results

WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--August 6, 2009--K•Swiss Inc. (NASDAQ: KSWS) today announced results for the second quarter ended June 30, 2009. The sale of Royal Elastics on April 30, 2009, is being accounted for as a discontinued operation in the Company’s financial results and is excluded from futures orders data for the current and prior-year periods.

Financial Highlights

Net loss for the second quarter of 2009 was $11,497,000, or $0.33 per diluted share, compared with net earnings of $26,423,000, or $0.75 per diluted share, in the prior-year period. Net loss for the six months ended June 30, 2009, was $12,590,000, or $0.36 per diluted share, compared with net earnings of $33,533,000, or $0.95 per diluted share, in the six months ended June 30, 2008. Results for the 2009 periods include a pre-tax non-operating loss of $2.6 million, or $0.08 per diluted share (after tax), from the acquisition of the remaining interest in Palladium SAS in June 2009, and a pre-tax gain of $1.9 million, or $0.05 per diluted share (after tax), from the sale of Royal Elastics in April 2009. Earnings for the 2008 periods 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 second quarter of 2009, total worldwide revenues decreased 34.8% to $54,032,000 compared with $82,885,000 in the prior-year period. Domestic revenues decreased 18.7% to $28,737,000 in the second quarter, and international revenues decreased 46.8% to $25,295,000. Total worldwide revenues for the first six months of 2009 decreased 29.4% to $128,076,000, compared with $181,286,000, in the first six months of 2008. Domestic revenues decreased 22.3% to $59,112,000 in the first half of 2009, and international revenues decreased 34.4% to $68,964,000.

Futures Orders

Worldwide futures orders with start ship dates from July through December 2009 were $70,644,000 at June 30, 2009, compared with $101,852,000 at June 30, 2008. Domestic futures orders decreased 43.0% to $21,374,000 at June 30, 2009, from $37,528,000 the previous year. International futures orders decreased 23.4% to $49,270,000 at June 30, 2009, from $64,324,000 the previous year. Excluding Palladium, our international backlog would have been $37,939,000 at June 30, 2009, or a decrease of 41.0%.

Palladium

For the quarter ended June 30, 2009, Palladium brand revenues were $2,090,000 with a net loss of $1,735,000. Futures orders with start ship dates from July through December 2009 were $11,524,000 at June 30, 2009. Revenues, financial results and futures orders for Palladium are included in the consolidated results above for the 2009 periods. On June 16, 2009, the Company completed the acquisition of the remaining 43% equity interest in Palladium SAS for 5.0 million Euros in cash plus a potential earn out based on Palladium’s EBITDA for 2012. K•Swiss had previously acquired a 57% equity interest in Palladium in July 2008, as well as the trademarks to the brand in the United States and Canada earlier in 2008.


Sale of Royal Elastics

On April 30, 2009, the Company completed the sale of Royal Elastics, the Company’s laceless fashion footwear brand. The sale resulted in a pre-tax gain of approximately $1.9 million, or $0.05 per diluted share, in the second quarter of 2009.

Earnings Guidance

The Company expects full-year revenues to be approximately $215 million to $230 million and expects to report a full-year loss per diluted share of approximately $0.70 to $0.90. Full-year SG&A expenses are currently projected to be approximately $121 million, but are expected to fluctuate based on strategic decisions made during the year as well as general trends in the retail marketplace.

Steven Nichols, Chairman of the Board and President, stated, "The environment at retail, as well as our brand’s popularity, remain challenging and are evident in the continued year-over-year decline in sales, earnings and backlog. We are managing this environment with firm control of our administrative cost structure, but with an eye on the future as we continue product development investments establishing K•Swiss as an innovator in Classic, Tennis and Running. It is just beginning to pay off with athletes winning in our products. We are slowly beginning to attain the brand recognition we desire."

Investor Conference Call and Web Simulcast

K•Swiss will conduct a conference call on its second quarter 2009 results today, at 11:00 a.m. ET. The number to call for this interactive teleconference is (480) 629-9690. A replay of this conference call will be available until August 13, 2009, by dialing (303) 590-3030 and entering the passcode, 4065683.

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 August 13, 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 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-Q for the quarter ended June 30, 2009, 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 Six Months Ended
June 30, June 30,
2009 2008 2009 2008
(Unaudited) (Unaudited)
Revenues $ 54,032 $ 82,885 $ 128,076 $ 181,286
Cost of goods sold   37,772     46,513     83,524     98,978  
Gross profit 16,260 36,372 44,552 82,308
Selling, general and administrative expenses   30,304     33,556     60,280     73,917  
Operating (loss) profit (14,044 ) 2,816 (15,728 ) 8,391
Other (expense) income, net (763 ) 30,000 (763 ) 30,000
Interest Income, net   468     1,864     344     4,156  
(Loss) earnings before income taxes and discontinued operations (14,339 ) 34,680 (16,147 ) 42,547
Income tax (benefit) expense   (3,274 )   6,959     (3,477 )   7,696  
(Loss) earnings before discontinued operations (11,065 ) 27,721 (12,670 ) 34,851
Earnings (loss) from discontinued operations, less applicable income tax   (432 )   (1,298 )   80     (1,318 )
Net (loss) earnings $ (11,497 ) $ 26,423   $ (12,590 ) $ 33,533  
Basic (loss) earnings per share $ (0.33 ) $ 0.76   $ (0.36 ) $ 0.97  
Diluted (loss) earnings per share $ (0.33 ) $ 0.75   $ (0.36 ) $ 0.95  
Weighted average number of shares outstanding
Basic 34,867 34,727 34,863 34,729
Diluted 34,867 35,271 34,863 35,291
 
 
K•Swiss Inc. Condensed Balance Sheets
(In thousands)
 
June 30,
2009 2008
ASSETS (Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 185,363 $ 295,506
Accounts receivable, net 38,347 52,274
Inventories 63,792 63,811
Prepaid expenses and other 5,436 6,998
Deferred taxes   6,679     5,067  
Total current assets 299,617 423,656
PROPERTY, PLANT AND EQUIPMENT, NET 23,057 24,742
OTHER ASSETS
Intangible assets 19,947 10,715
Deferred taxes 11,611 3,407
Other   8,384     8,922  
Total other assets   39,942     23,044  
$ 362,616   $ 471,442  
 
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank lines of credit and short-term debt $ 4,372 $ ---
Trade accounts payable 13,857 18,072
Accrued liabilities   16,722     23,300  
Total current liabilities 34,951 41,372
OTHER LIABILITIES
Long-term debt 774 ---
Other liabilities   13,393     12,081  
Total other liabilities 14,167 12,081
STOCKHOLDERS' EQUITY   313,498     417,989  
$ 362,616   $ 471,442  

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

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