8-K 1 k8030410e.htm FORM 8-K, ITEMS 2.02, 9.01 Converted by EDGARwiz

   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 2, 2010

 

 

 

KENNETH COLE PRODUCTIONS, INC.

 (Exact name of registrant as specified in its charter)

 

Commission File Number 1-13082

 

New York

13-3131650

(State or other jurisdiction of

I.R.S. Employer

incorporation)

Identification Number)

 

603 West 50th Street, New York, NY 10019

(Address of principal executive offices)(Zip code)

 

Registrant’s telephone number, including area code (212) 265-1500

 

 

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 Disclosure of Results of Operations and Financial Condition.


On March 2, 2010, Kenneth Cole Productions, Inc. (the “Company”) issued a press release announcing the Company’s results for the fourth quarter and year ended December 31, 2009.  A copy of the press release is attached hereto as Exhibit 99.1.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits:


99.1 Press Release dated March 2, 2010


Limitation on Incorporation by Reference


In accordance with General Instructions B.2 on Form 8-K, the information in this report (including the exhibit) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.  The filing of this Current Report on Form 8-K is not an admission as to the materiality of any information in this report that is required to be disclosed solely by Regulation FD.



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.

 

 

Kenneth Cole Productions, Inc.

Registrant

 

 

Dated:  March 4, 2010

By:     /s/ DAVID P. EDELMAN

Name: David P. Edelman

Title:   Chief Financial Officer














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Exhibit Index

Description


Exhibit No.  99.1

Press Release dated March 2, 2010



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                                                                                                                  Exhibit 99.1


Company Contact:

Investor Relations Contact:

David Edelman

James R. Palczynski

Chief Financial Officer

Principal

Kenneth Cole Productions, Inc.

Integrated Corporate Relations, Inc.

(212) 265-1500

(203) 682-8229



--Kenneth Cole Productions Reports Strong Fourth Quarter Operating Results --

-- Adjusted Operating Earnings Increase to $0.21 vs. a Loss of ($0.27) in Q4 '08 --
-- Announces Strategic Agreement with Macy’s for New Men’s Sportswear Collection --

-- $63 Million of Non-Cash Charges Recorded for Deferred Tax and Other Asset Impairments --


New York, New York, March 2, 2010 / PR Newswire – Kenneth Cole Productions, Inc. (NYSE: KCP) today reported financial results for the fourth quarter and full fiscal year ended December 31, 2009.  The Company reported adjusted operating earnings per fully-diluted share of $0.21 in the fourth quarter versus a loss of ($0.27) in the year-ago period, consistent with its pre-announcement on February 11, 2010. The significant improvement in operating performance was due to solid holiday sell-through results, increased gross margins, effective inventory management and the ongoing benefit of the Company’s streamlining initiatives.

Net revenues in the fourth quarter were $109.4 million vs. $126.6 million in the year-ago period, in line with prior guidance. The sales decline was primarily due to the Company’s planned exit from unprofitable businesses as well as reductions in associated private label programs and off-price distribution.  

Consolidated gross margin increased 870 basis points to 46.8% compared to 38.1% in the year-ago period.  Improvements were realized in both the Consumer Direct and Wholesale business segments due primarily to disciplined inventory management, better product and less promotion for the holiday season.  

Selling, general and administrative expenses (“SG&A”) declined by $11 million in the fourth quarter as compared to the year-ago period.  This resulted in a 320 basis point improvement in SG&A as a percent of revenues to 41.1% compared to 44.3% last year. This improvement was achieved despite the addition of 14 net new stores throughout the year.

As a result of gross margin improvement and careful expense management, adjusted operating income before taxes and excluding non-cash charges was $6.3 million in the fourth



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quarter compared to an adjusted operating loss of ($7.7) million before taxes and excluding charges in the same quarter of last year.

While operating income for the fourth quarter was strong, the Company noted that at year end it was in a three-year historical cumulative loss position which prompted the requirement of a valuation allowance against the Company’s deferred tax asset balance.  This resulted in a non-cash charge of $43.3 million. The Company also recorded impairment charges on certain of its stores and intangible assets of $19.6 million, for total non-cash charges of $62.9 million.  As a result of these non-cash charges, the Company reported a GAAP loss per fully diluted share of ($2.88) for the fourth quarter compared to a loss of ($0.67) per share in the year ago period.  The Company further noted that the increase in the deferred tax valuation allowance does not have any impact on its cash position, nor does such an allowance preclude it from using its tax losses, tax credits or other deferred tax assets in the future.   

For the full fiscal year ended December 31, 2009, the Company reported net revenues of $410.4 million, a decrease of 16.6% versus the prior year’s level of $492.3 million, and a loss per share of ($3.52) as compared to a loss per share of ($0.80) last year. Excluding non-cash charges, the Company reported an adjusted loss per share of ($0.36) for fiscal 2009 compared to an adjusted loss per share of ($0.19) last year.  The Company noted that its full-year results were driven by aggressive inventory liquidation in the early part of the year following the onset of difficult economic conditions and that it returned to operating profitability in the back half of fiscal 2009.

The Company’s balance sheet remained strong at December 31, 2009.  Inventory at the close of the quarter was down 33% to $29.1 million compared to $43.3 million at the end of the fourth quarter last year. Cash and cash equivalents were $68.5 million versus $64.7 million at the end of last year.  In addition, the Company continues to operate with no long-term debt.

Kenneth Cole, Chairman and Chief Creative Officer, commented, “We are pleased with the strong reception our products received from both customers and consumers over the holiday season.  We are showing improvement in many areas of our organization, but our biggest opportunities are still in front of us.  In 2010, we must continue to focus on product innovation and execute at a higher level to deliver increased value to our shareholders.”  



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Looking ahead, the Company announced earlier today that it had signed a Strategic Alliance Agreement with Macy’s for a new, exclusive REACTION Men’s Sportswear collection that will launch in time for holiday 2010 in 150 Macy’s stores. Distribution is ultimately slated to grow to 550 stores over the next few years, consistent with the REACTION brand penetration in other categories.  All other men’s and women’s REACTION classification products as well as Kenneth Cole New York products will continue to be sold in a wide range of better department, specialty and company-owned stores.

Jill Granoff, Chief Executive Officer, concluded, “We are pleased with the progress we are making as a Company in terms of brand development, inventory management, margin improvement and cost reductions. We have demonstrated quarter over quarter improvement throughout 2009 and returned to profitability in the back half of the year. We believe that the path we are on will lead to further improvements in financial performance, incremental opportunities for growth, and the creation of value for our consumers, customers, partners and shareholders."


Presentation of Financial Information

In addition to providing financial results and guidance in accordance with GAAP, the Company has provided non-GAAP adjusted earnings per share information for the quarter and year ended December 31, 2009.  This non-GAAP financial information is provided to enhance the user's overall understanding of the Company's current financial performance.  Specifically, the Company believes the non-GAAP adjusted results provide useful information to both management and investors by excluding charges that the Company believes are not indicative of the Company's core operating results.  The non-GAAP financial information should be considered in addition to, not as a substitute for or as being superior to, operating income, cash flows, or other measures of financial performance prepared in accordance with GAAP.  A reconciliation of this non-GAAP information to the Company's actual and expected results is included in the financial tables of this press release.



About Kenneth Cole Productions, Inc.

Kenneth Cole Productions, Inc. designs, sources, and markets a broad range of footwear, handbags, apparel and accessories under the brand names Kenneth Cole New York; Kenneth Cole Reaction; Unlisted; and Le Tigre, as well as footwear under the proprietary trademark Gentle Souls.  The Company has also granted a wide variety of third party licenses for the production of men's, women's and children's apparel as well as fragrances, watches, jewelry, eyewear, and several other accessory categories.  The Company's products are distributed through department stores, better specialty stores, company-owned retail stores and its e-commerce website. Further information can be found at http://www.kennethcole.com/.




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Forward Looking Statement Disclosure

The statements contained in this release, which are not historical facts, may be deemed to constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  Actual future results might differ materially from those projected in such statements due to a number of risks and uncertainties, including but not limited to, demand and competition for the Company's products, the ability to enter into new product license agreements or to renew or replace existing product licensee agreements, changes in consumer preferences or fashion trends, delays in anticipated store openings, and changes in the Company's relationships with retailers, licensees, vendors and other resources.  The forward looking statements contained herein are also subject to other risks and uncertainties that are described in the Company's reports and registration statements filed with the Securities and Exchange Commission.



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Kenneth Cole Productions, Inc.

       

                   

(In thousands, except

Quarter Ended

 

Year Ended

per share & outstanding share amounts)

(Unaudited)

 

(Unaudited)

 

12/31/09

 

12/31/08

 

12/31/09

 

12/31/08

 

 

 

 

 

 

 

 

   Net sales

$98,497

 

$114,909

 

$370,955

 

$448,578

 

 

 

 

 

 

 

 

Licensing and other revenue

10,876

 

11,672

 

39,445

 

43,759

 

 

 

 

 

 

 

 

Net revenue

$109,373

 

$126,581

 

$410,400

 

$492,337

 

 

 

 

 

 

 

 

Gross profit

51,238

 

48,263

 

171,004

 

198,885

 

 

 

 

 

 

 

 

Selling, gen’l & administrative

44,976

 

56,050

 

181,483

 

206,163

Severance(salary,taxes,restricted stock & benefits)

--

 

2,005

 

1,235

 

2,005

Intangible impairment

12,762

 

--

 

12,762

 

--

Asset impairment

6,518

 

3,028

 

6,518

 

3,028

Net lease termination benefit

--

 

--

 

(509)

 

--

Total operating expense

64,256

 

61,083

 

201,489

 

211,196

 

 

 

 

 

 

 

 

Operating loss

(13,018)

 

(12,820)

 

(30,485)

 

(12,311)

 

 

 

 

 

 

 

 

Interest income

70

 

93

 

484

 

1,730

Investment impairment

(311)

 

(3,726)

 

(1,038)

 

(7,840)

Total interest & other expense

(241)

 

(3,633)

 

(554)

 

(6,110)

 

 

 

 

 

 

 

 

Loss before taxes

(13,259)

 

(16,453)

 

(31,039)

 

(18,421)

 

 

 

 

 

 

 

 

Income tax benefit

4,544

 

4,452

 

11,404

 

3,621

Deferred tax valuation

(43,275)

 

--

 

(43,603)

 

--

Total income tax (expense)/benefit

(38,731)

 

4,452

 

(32,199)

 

3,621

 

 

 

 

 

 

 

 

Net loss

$(51,990)

 

$(12,001)

 

$(63,238)

 

$(14,800)

 

 

 

 

 

 

 

 

Net loss per share: Basic

$(2.88)

 

$(0.67)

 

$(3.52)

 

$(0.80)

 

 

 

 

 

 

 

 

Net loss per share: Diluted

$(2.88)

 

$(0.67)

 

$(3.52)

 

$(0.80)

 

 

 

 

 

 

 

 

Average shares outstanding: Basic

18,070,000

 

17,881,000

 

17,983,000

 

18,423,000

 

 

 

 

 

 

 

 

Average shares outstanding: Diluted

18,070,000

 

17,881,000

 

17,983,000

 

18,423,000

 

 

 

 

 

 

 

 

Balance Sheet Data:

12/31/09

 

12/31/08

       

 

Cash & Cash Equivalents

$68,505

 

$64,704

 

 

Due from Factor/Accounts Receivable

30,204

 

41,208

 

Inventory

29,080

 

43,342

 

 

Total Assets

248,257

 

313,435

 

 

Working Capital

88,611

 

97,521

 

 

Accounts Payable & Accrued Expenses

36,336

 

42,935

 

 

Long-term Debt

--

 

--

 

 

Total Shareholders’ Equity

143,292

 

199,762

 

 

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 Kenneth Cole Productions, Inc.


*As required by the Securities and Exchange Commission Regulation G, the following table contains information regarding the non-GAAP adjustments used by the Company in the presentation of its financial results


(In thousands, except

Quarter Ended

 

Year Ended

per share & outstanding share amounts)

(Unaudited)

 

(Unaudited)

 

12/31/09

 

12/31/08

 

12/31/09

 

12/31/08

 

 

 

 

 

 

 

 

Net loss, as reported

$(51,990)

 

           $(12,001)

 

            $(63,238)

 

$(14,800)

 

 

 

 

 

 

 

 

Income tax expense (benefit), as reported

38,731

 

(4,452)

 

32,199

 

(3,621)

 

 

 

 

 

 

 

 

Loss before taxes, as reported

(13,259)

 

(16,453)

 

(31,039)

 

(18,421)

 

 

 

 

 

 

 

 

Intangible impairment

12,762

 

--

 

12,762

 

--

Investment impairment

311

 

3,726

 

1,038

 

7,840

Severance

--

 

2,005

 

1,235

 

2,005

Asset impairment

6,518

 

3,028

 

6,518

 

3,028

Net lease termination benefit

--

 

--

 

(509)

 

--

Total other charges

19,591

 

8,759

 

21,044

 

12,873

 

 

 

 

 

 

 

 

Adjusted income (loss) before taxes

6,332

 

(7,694)

 

(9,995)

 

(5,548)

 

 

 

 

 

 

 

 

Adjusted income tax expense (benefit)

2,541

 

(2,876)

 

(3,607)

 

(2,057)

 

 

 

 

 

 

 

 

Adjusted net income (loss)

$3,791

 

$(4,818)

 

$(6,388)

 

$(3,491)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share:  Basic, as reported

$(2.88)

 

$(0.67)

 

$(3.52)

 

$(0.80)

 

 

 

 

 

 

 

 

Other charges & deferred tax valuation

(3.09)

 

(0.40)

 

(3.16)

 

(0.61)

 

 

 

 

 

 

 

 

Adjusted net income (loss) per share:  Basic

$   0.21

 

$(0.27)

 

$(0.36)

 

$(0.19)

 

 

 

 

 

 

 

 

Net loss per share:  Diluted, as reported

$(2.88)

 

$(0.67)

 

$(3.52)

 

$(0.80)

 

 

 

 

 

 

 

 

Other charges & deferred tax valuation

(3.09)

 

(0.40)

 

(3.16)

 

(0.61)

 

 

 

 

 

 

 

 

Adjusted net income (loss) per share:  Diluted

$   0.21

 

$(0.27)

 

$(0.36)

 

$(0.19)

 

 

 

 

 

 

 

 

Average shares outstanding:  Basic

18,070,000

 

17,881,000

 

17,983,000

 

            18,423,000

 

 

 

 

 

 

 

 

Average shares outstanding:   Diluted

18,416,000

 

17,881,000

 

17,983,000

 

            18,423,000


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