-----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, OUPKBPjQxho/hBcOdJsiX8yRuQUONIYFQZGdjwu3tztSxOVdoyls7gUFzA4VbdAZ x5VgMAzzz59qZsw+vYJK5w== 0001157523-10-006577.txt : 20101104 0001157523-10-006577.hdr.sgml : 20101104 20101104075126 ACCESSION NUMBER: 0001157523-10-006577 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101104 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101104 DATE AS OF CHANGE: 20101104 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: 101163206 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 a6496544.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 4, 2010

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 or former address, 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 4, 2010, 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, 2010.  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 4, 2010.


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 4, 2010

 

By:

/s/ GEORGE POWLICK

George Powlick,

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


EXHIBIT INDEX

Exhibit

Description

 
99.1

Press Release issued November 4, 2010.

EX-99.1 2 a6496544ex991.htm EXHIBIT 99.1

Exhibit 99.1

K-Swiss Reports Third Quarter Results

WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--November 4, 2010--K•Swiss Inc. (NASDAQ: KSWS) today announced results for the third quarter ended September 30, 2010. The sale of Royal Elastics on April 30, 2009, is accounted for as a discontinued operation in the Company’s financial results and is excluded from futures orders data for the prior-year periods.

Financial Results

Net loss for the third quarter of 2010 was $28,334,000, or $0.80 per diluted share, compared with a net loss of $2,884,000, or $0.08 per diluted share, for the prior-year period. Results for the third quarter of 2010 include a $20,222,000 valuation allowance taken against the Company’s U.S. deferred tax assets (see separate discussion below), resulting in income tax expense of $13,993,000 in the third quarter compared with an income tax benefit of $1,581,000 in the prior-year period. Net loss for the nine months ended September 30, 2010, was $47,577,000, or $1.35 per diluted share, compared with a net loss of $15,474,000, or $0.44 per diluted share, for the nine months ended September 30, 2009. Results for the nine-month 2010 period include the valuation allowance noted above, resulting in income tax expense for the period of $8,152,000 compared with an income tax benefit of $5,058,000 in the prior-year period. Results for the nine-month 2009 period also includes a pre-tax non-operating loss of $2,616,000, 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 $1,367,000, or $0.03 per diluted share (after tax), from the sale of Royal Elastics in April 2009.

For the third quarter of 2010, total worldwide revenues decreased 12.8% to $61,621,000 compared with $70,633,000 in the prior-year period. Domestic revenues increased 13.2% to $27,142,000 in the third quarter, and international revenues decreased 26.1% to $34,479,000 for the same period. Total worldwide revenues for the first nine months of 2010 decreased 12.3% to $174,322,000 compared with $198,709,000 in the first nine months of 2009. Domestic revenues decreased 11.2% to $73,786,000 in the first nine months of 2010, and international revenues decreased 13.0% to $100,536,000.

Futures Orders

Worldwide futures orders with start ship dates from October 2010 through March 2011 increased 17.5% to $79,915,000 at September 30, 2010. Domestic futures orders increased 50.9% to $34,894,000 at September 30, 2010, from $23,121,000 the previous year. International futures orders increased 0.3% to $45,021,000 at September 30, 2010, from $44,875,000 the previous year.


Valuation Allowance on Deferred Tax Assets

K•Swiss has previously disclosed that should it be unable to substantiate evidence for realizing the benefit of the Company’s deferred tax assets in the second half of 2010, it might be required to establish a reserve against these deferred tax assets. The Company has concluded that it cannot prove that it is “more likely than not” that the Company’s U.S. deferred tax assets will be realized in the future and, therefore, the Company recognized a tax valuation allowance of $20,222,000 against the U.S. deferred tax assets in the third quarter of 2010.

Steven Nichols, Chairman of the Board and President, stated, “While the results over the last couple of years have been dismal, there are an increasing number of ‘green shoots’ of promise that Spring will in fact come in 2011. Our domestic futures orders are up 50% and positive worldwide, which could be an acknowledgement that our three years of investing in innovative product and brand positioning might pay off.”

2010 Guidance

For 2010, the Company expects full year consolidated revenues to be 5% to 10% less than 2009.

Consolidated gross margin is expected to be approximately 41% compared with 35.8% in 2009 due to expected lower closeout sales during 2010 compared with 2009.

Selling, general & administrative expenses are expected to be $138 million to $144 million due to increased marketing expenditures. These expenditures will be continually evaluated and could change over time, including the possibility of even greater marketing expenditures depending on available branding opportunities.

The tax rate is projected to be approximately 16%, compared with a previous expectation of a tax benefit rate of 25%.

Investor Conference Call and Web Simulcast

K•Swiss will conduct a conference call on its third quarter 2010 results today, at 11:00 a.m. ET. The number to call for this interactive teleconference is (212) 231-2902. A replay of this conference call will be available until November 11, 2010, by dialing (402) 977-9140 and entering the passcode, 21464003.

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 11, 2010.

Founded more than forty years ago in Van Nuys, California, K•Swiss introduced the first all-leather tennis shoe, the K•Swiss "Classic" in 1966. Since its inception, K•Swiss has rooted itself in California Sport with an aim to be the most inspiring and innovative sports brand in the market. Today the Company offers performance and lifestyle footwear and apparel for several categories under its California Sports umbrella including Tennis Heritage, California Fit (Running, Triathlon and Fitness) and California Youth. K•Swiss also designs, develops and markets footwear under the Palladium brand and owns the FORM Athletics brand. For more information about K•Swiss, visit www.kswiss.com.

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: the ability to adequately replace lost manufacturing capacity in Thailand, 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 September 30, 2010, which is currently on file with the SEC. Futures orders as of any date, represents orders scheduled to be shipped within the next six months. Futures orders as of a certain date do not include orders scheduled to be shipped on or prior to that date. 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/Loss

(In thousands, except earnings per share data)
               
Three Months Ended Nine Months Ended
September 30, September 30,
2010 2009 2010 2009
(Unaudited) (Unaudited)
Revenues $ 61,621 $ 70,633 $ 174,322 $ 198,709
Cost of goods sold   36,519     44,341     103,048     127,865  
Gross profit 25,102 26,292 71,274 70,844
Selling, general and administrative expenses   39,246     30,329     107,549     90,609  
Operating loss (14,144 ) (4,037 ) (36,275 ) (19,765 )
Other expense, net - (486 ) (3,320 ) (1,249 )
Interest income (expense), net   (197 )   354     170     698  
Loss before income tax expense (benefit) and discontinued operations (14,341 ) (4,169 ) (39,425 ) (20,316 )
Income tax expense (benefit)   13,993     (1,581 )   8,152     (5,058 )
Loss before discontinued operations (28,334 ) (2,588 ) (47,577 ) (15,258 )
Loss from discontinued operations, less applicable income tax   -     (296 )   -     (216 )
Net loss $ (28,334 ) $ (2,884 ) $ (47,577 ) $ (15,474 )
Basic loss per share $ (0.80 ) $ (0.08 ) $ (1.35 ) $ (0.44 )
Diluted loss per share $ (0.80 ) $ (0.08 ) $ (1.35 ) $ (0.44 )
Weighted average number of shares outstanding
Basic 35,246 34,999 35,192 34,909
Diluted 35,246 34,999 35,192 34,909
 
 
K•Swiss Inc. Condensed Balance Sheets
(In thousands)
 
September 30,
2010 2009
ASSETS (Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 44,116 $ 138,098
Restricted cash and cash equivalents and restricted investments available for sale 24,373 22,270
Investments available for sale 71,637 31,197
Accounts receivable, net 44,174 41,975
Inventories 55,292 51,419
Prepaid expenses and other current assets 4,523 2,381
Income taxes receivable 14,865 -
Deferred income taxes   -     6,660  
Total current assets 258,980 294,000
PROPERTY, PLANT AND EQUIPMENT, NET 21,156 22,619
OTHER ASSETS
Intangible assets 18,269 20,226
Deferred income taxes 3,320 13,527
Other   10,120     8,801  
Total other assets   31,709     42,554  
$ 311,845   $ 359,173  
 
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank lines of credit and current portion of long-term debt $ 5,416 $ 7,749
Trade accounts payable 15,327 9,497
Accrued income taxes payable 165 382
Accrued liabilities   16,599     14,539  
Total current liabilities 37,507 32,167
OTHER LIABILITIES
Long-term debt 436 780
Other liabilities 13,757 12,966
Contingent purchase price   5,857     -  
Total other liabilities 20,050 13,746
STOCKHOLDERS' EQUITY   254,288     313,260  
$ 311,845   $ 359,173  

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

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