-----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, CKf78lvdV4GhzskVrlvpuM/wm8OzDjONvMFpqa3q53f8GqPZbZ8MISQcfzQJX+OU BrA1QaIwfUs3sRuHlrUQEQ== 0000950135-07-002502.txt : 20070427 0000950135-07-002502.hdr.sgml : 20070427 20070427103829 ACCESSION NUMBER: 0000950135-07-002502 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070425 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070427 DATE AS OF CHANGE: 20070427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIMBERLAND CO CENTRAL INDEX KEY: 0000814361 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 020312554 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09548 FILM NUMBER: 07793792 BUSINESS ADDRESS: STREET 1: 200 DOMAIN DR CITY: STRATHAM STATE: NH ZIP: 03885 BUSINESS PHONE: 6037729500 MAIL ADDRESS: STREET 1: 200 DOMAIN DR CITY: STRATHAM STATE: NH ZIP: 03885 8-K 1 b65255tce8vk.htm THE TIMBERLAND COMPANY e8vk
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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): April 25, 2007
THE TIMBERLAND COMPANY
(Exact name of Registrant as Specified in Charter)
         
DELAWARE   1-9548   02-0312554
         
(State or Other Jurisdiction
of Incorporation)
  (Commission File
Number)
  (I.R.S. Employer
Identification No.)
     
200 Domain Drive, Stratham, NH   03885
     
(Address of Principal Executive Offices)   (Zip Code)
(603) 772-9500
(Registrant’s telephone number, including area code)
     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):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))
 
 

 


TABLE OF CONTENTS

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
Item 8.01. Other Events
Item 9.01. Financial Statements and Exhibits
SIGNATURES
Exhibit Index
Ex-99.1 Press Release, dated April 25, 2007 (Restatement)
Ex-99.2 Press Release, dated April 25, 2007 (Acquisition)


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Item 4.02   Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
     (a) On April 25, 2007, The Timberland Company (“Timberland”,“Company”, “we”, “our”, or “us”) issued a press release announcing that it was postponing the release of its 2007 first-quarter results and related conference call to make certain non-cash adjustments to its financial statements. As a result of a review of recent clarifying guidance relating to accounting for certain foreign currency hedging instruments, the Company has determined that certain technical requirements of Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities, were not met. On April 25, 2007, the Audit Committee of the Company’s Board of Directors, upon management’s recommendation, concluded that the Company’s previously issued financial statements for the fiscal years ended 2001 through 2006 (as well as the reports of Deloitte & Touche LLP, the Company’s independent registered public accounting firm for those years), and the corresponding interim periods should no longer be relied upon. Therefore, the Company will file an amendment to its Annual Report on Form 10-K for the year ended December 31, 2006 to restate its financial statements and other financial information for the years 2006, 2005, and 2004, and to correct financial information for the years 2003 and 2002 and for each of the quarters in years 2006 and 2005. A copy of our press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
     Recent clarification by the Securities and Exchange Commission regarding the application of the matched-critical terms method under SFAS 133, specifically settlement timing, has led the Company to the conclusion that the settlement of our derivatives which occur at the end of each fiscal quarter do not effectively match the revenue of our business which is recorded on a daily basis. As a result of this mismatch, the Company’s hedging activity does not qualify for hedge accounting treatment under this approach. Under the previously applied approach, the derivative gains and losses designated as cash flow hedges had been included as a component of equity until the hedged transactions were settled, at which time the hedging gains and losses were reclassified to the income statement. The restatement will include these gains and losses in earnings on a current basis as the changes in value of the derivatives occur. Accordingly, the restatement results in a change in the timing of when the gains and losses will be recognized in earnings.
     Management and the Audit Committee of our Board of Directors have each discussed the matters disclosed in this Item 4.02(a) with Deloitte & Touche LLP, our independent registered public accounting firm.

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Item 8.01. Other Events.
     On April 25, 2007, the Company announced in a press release that it has acquired substantially all of the assets of IPATH, LLC through its new wholly-owned subsidiary, IPATH Footwear Inc. IPATH designs, develops and markets skateboarding-inspired casual footwear, apparel and accessories, and will continue to be led by its founders Brian Krauss and Matt Field at its location based in Torrance, California. The terms of the transaction were not disclosed. A copy of our press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d)   Exhibits.
     
99.1
  Press Release of The Timberland Company dated April 25, 2007, announcing the restatement due to changes in accounting for foreign currency hedges and postponement of release of first quarter earnings.
 
   
99.2
  Press Release of The Timberland Company dated April 25, 2007, announcing the acquisition of substantially all of the assets of IPATH, LLC.

-3-


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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 hereunto duly authorized.
             
 
      THE TIMBERLAND COMPANY    
 
           
Date: April 27, 2007
  By:   /s/ John Crimmins
 
   
    Name: John Crimmins
Title: Acting Chief Financial Officer, Vice President,
Corporate Controller and Chief Accounting Officer
   

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Exhibit Index
     
Exhibit No.   Description
 
99.1
  Press Release of The Timberland Company dated April 25, 2007, announcing the restatement due to changes in accounting for foreign currency hedges and postponement of release of first quarter earnings.
 
   
99.2
  Press Release of The Timberland Company dated April 25, 2007, announcing the acquisition of substantially all of the assets of IPATH, LLC.

-5-

EX-99.1 2 b65255tcexv99w1.htm EX-99.1 PRESS RELEASE, DATED APRIL 25, 2007 (RESTATEMENT) exv99w1
 

Exhibit 99.1
(TIMBERLAND LOGO) P r e s s R e l e a s e
         
FOR IMMEDIATE RELEASE
  CONTACT:   Karen Blomquist
 
      Senior Manager, Investor Relations
 
      (603) 773-1212
Timberland Announces Restatement Related to
Accounting for Foreign Currency Hedges
And Postpones Release of First-Quarter Earnings
Stratham, NH, April 25, 2007 – The Timberland Company (NYSE: TBL) announced today that it is postponing the release of its first-quarter results and related conference call to make certain non-cash adjustments to its financial statements. As the result of a review of recent clarifying guidance relating to accounting for certain foreign currency hedging instruments, the Company has determined that certain technical requirements of Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended were not met. Accordingly, the Audit Committee of the Company’s Board of Directors, upon the recommendation of the Company’s management, concluded that the Company’s previously issued financial statements for the fiscal years ended 2001 through 2006 (as well as the reports of the Company’s independent registered public accounting firm for those years), and the corresponding interim periods should no longer be relied upon. The Company will be filing an amendment to its Annual Report on Form 10-K for 2006 to restate its financial statements and other financial information for the years 2006, 2005, and 2004 and financial information for 2003 and 2002, and for each of the quarters in years 2006 and 2005.
Jeffrey B. Swartz, Timberland’s President and Chief Executive Officer, stated, “While I am disappointed that technical accounting issues forced us to postpone our first-quarter earnings release, our team’s energy worldwide continues to be focused on building the Timberland® brand, on improving the performance of our enterprise, and on delivering against the business objectives we set for ourselves in 2007. We are making progress against our strategic objectives, and look forward to reviewing results on our quarterly conference call as soon as possible. In the meantime, we will continue to strive to make our financial reporting clear and transparent to shareholders, just as we strive to make products that exceed demanding consumers’ expectations globally.”
Revenues, cash flow and liquidity will not be impacted by this restatement. Timberland estimates that the cumulative impact of the restatement since the adoption of SFAS 133 in 2001 will reduce retained earnings by less than $10 million. The Company expects an impact to 2007 financial results, which will be quantified when the Company reports first-quarter results. The Company expects first-half and full-year results in line with its previously announced outlook excluding the impact of this change in accounting treatment.
Under the Company’s previously applied hedge accounting treatment, the derivative gains and losses designated as cash flow hedges had been included as a component of equity until the hedged transactions were settled, at which time the hedging gains and losses were reclassified to the income statement. The restatement will include these gains and losses in earnings on a current basis as the changes in value of the derivatives occur. Accordingly, the timing of when the gains and losses will be recognized in earnings will be changed.

 


 

John Crimmins, the Company’s acting Chief Financial Officer said, “In light of recent developments related to the application of hedge accounting, we are restating our financial statements to reflect the proper application of this standard after the recent clarifying guidance. We constantly monitor interpretations of accounting standards by regulators and accounting professionals to evaluate our accounting practices. ”
The Company will release its first-quarter earnings and hold its quarterly conference call as soon as the restatement is complete. The Company will also delay the filing of its first-quarter 10-Q accordingly.
Background
SFAS 133 allows companies to assert that the critical terms of a hedged item and those of the hedging derivative instrument match. These critical terms include the underlying currency, amount, and timing. When these conditions are met, the hedging approach referred to as the matched-critical terms method may be applied. Recent clarification by the SEC regarding the application of the matched-critical terms method, specifically the match between the timing of settlement payments between the hedged item and the hedging instrument, has led the Company to the conclusion that the settlement of its derivatives which occur at the end of each fiscal quarter do not effectively match the revenue of its business which is recorded on a daily basis. As a result of this mismatch, the Company’s hedging activity does not qualify for hedge accounting treatment under this approach.
Timberland is a global leader in the design, engineering and marketing of premium-quality footwear, apparel and accessories for consumers who value the outdoors and their time in it. Timberland markets products under the Timberland®, Timberland PRO®, SmartWool®, Timberland Boot Company™, Mion®, GoLite® and Howies® brands, all of which offer quality workmanship and detailing and are built to withstand the elements of nature. The Company’s products can be found in leading department and specialty stores as well as Timberland® retail stores throughout North America, Europe, Asia, Latin America, South Africa and the Middle East. More information about Timberland is available in the Company’s reports filed with the Securities and Exchange Commission (SEC).
This press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which include statements regarding The Timberland Company’s future financial results, are subject to risks, uncertainties and assumptions and are not guarantees of future financial performance or expected benefits. These risks, uncertainties and assumptions could cause the results of The Timberland Company to be materially different from any future results or expected benefits expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions include, but are not limited to: (i) the Company’s ability to successfully market and sell its products in a highly competitive industry and in view of changing consumer trends, consumer acceptance of products and other factors affecting retail market conditions; (ii) the Company’s ability to profitably sell certain footwear products in European Member States in light of anti-dumping duties and measures imposed by the European Commission with respect to leather footwear imported from China and Vietnam; (iii) Timberland’s ability to procure a majority of its products from independent manufacturers; (iv) changes in foreign exchange rates; (v) Timberland’s ability to obtain adequate materials at competitive prices; and (vi) other factors, including those detailed from time to time in The Timberland Company’s filings made with the SEC. The Timberland Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

 

EX-99.2 3 b65255tcexv99w2.htm EX-99.2 PRESS RELEASE, DATED APRIL 25, 2007 (ACQUISITION) exv99w2
 

Exhibit 99.2
(TIMBERLAND LOGO) P r e s s R e l e a s e
         
FOR IMMEDIATE RELEASE
  CONTACT:   Karen Blomquist
 
      Senior Manager, Investor Relations
 
      (603) 773-1212
TIMBERLAND ANNOUNCES ACQUISITION OF IPATH
STRATHAM, NH, April 25, 2007 -The Timberland Company (NYSE: TBL) today announced that it has acquired substantially all of the assets of IPATH, LLC through a new wholly-owned subsidiary, IPATH Footwear Inc. IPATH designs, develops and markets skateboarding-inspired casual footwear, apparel and accessories. The IPATH brand mantra is “Follow Your Path” and the brand represents a melting pot of youth lifestyles, drawing strong influences from music, art and culture. The IPATH business will continue to be led by its founders Brian Krauss and Matt Field with the current management team based in Torrance, California.
Jeffrey B. Swartz, Timberland’s President and Chief Executive Officer, stated, “We are very excited to welcome IPATH into our business enterprise. Our commitment to Authentic Youth consumers globally is real. IPATH brings a unique and authentic brand, business and consumer relationship, rooted in a distinctive persona that extends far beyond skateboarding. We believe that a combination of highest quality product, a commitment to environmental sustainability, and a unique consumer “voice” make IPATH a powerful source of new growth and excitement within our brand and business portfolio.”
The terms of the transaction were not disclosed. For additional product/brand perspective, visit www.ipath.com. IPATH was represented by Moss Adams Capital.

 


 

About Timberland
Timberland (NYSE: TBL) is a global leader in the design, engineering and marketing of premium-quality footwear, apparel and accessories for consumers who value the outdoors and their time in it. Timberland markets products under the Timberland®, Timberland PRO®, SmartWool®, Timberland Boot Company™, Miōn™, GoLite® and Howies® brands, all of which offer quality workmanship and detailing and are built to withstand the elements of nature. The Company’s products can be found in leading department and specialty stores as well as Timberland® retail stores throughout North America, Europe, Asia, Latin America, South Africa and the Middle East. More information about Timberland is available in the Company’s reports filed with the Securities and Exchange Commission (SEC).
# # #

 

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