Current Report


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 14, 2009

 

HEELYS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33182

 

75-2880496

(State or other jurisdiction of incorporation
or organization)

 

(Commission File No.)

 

(IRS Employer Identification No.)

 

3200 Belmeade Drive, Suite 100, Carrollton, Texas 75006

(Address of principal executive offices and zip code)

 

(214) 390-1831

(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 obligations of the registrant under any of the following provisions:

 

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))

 

 

 



 

Item  2.02

 

Results of Operations and Financial Condition

 

On May 14, 2009, Heelys, Inc. (the “Company”) issued a press release announcing information regarding its consolidated financial results for the first quarter ended March 31, 2009.  The consolidated financial results are with respect to the Company and its consolidated subsidiaries.  A copy of the press release issued in connection with the announcement is attached as Exhibit 99.1 and is incorporated herein by reference.

 

Item 8.01

 

Other Events .

 

On May 14, 2009, the Company issued a press release announcing that it has completed its review of strategic alternatives for the Company.  A copy of the Company’s press release is being furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.

 

The information contained in this report and the exhibits hereto 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 Section 18, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01

 

Financial Statements and Exhibits.

 

 

 

 

(d)

 

Exhibits.

 

 

 

99.1

 

Press Release of Heelys, Inc. dated May 14, 2009.

 

2



 

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.

 

 

Heelys, Inc.

 

 

Date: May 14, 2009

By:

/s/ Michael W. Hessong

 

 

Michael W. Hessong

 

 

Interim Chief Executive Officer

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Press Release of Heelys, Inc. dated May 14, 2009.

 

4


Exhibit 99.1

 

 

Company Contact:

Lisa Peterson / Chief Financial Officer

 

 

(214) 390-1831

 

 

 

 

Investor Relations:

Integrated Corporate Relations, Inc.

 

 

John Rouleau / Brendon Frey

 

 

(203) 682-8200

 

HEELYS, INC. REPORTS 2009 FIRST QUARTER FINANCIAL RESULTS

Company Announces Conclusion of Strategic Review Process

 

DALLAS, TX (May 14, 2009) — Heelys, Inc. (NASDAQ: HLYS) today reported the following financial results for the first quarter ended March 31, 2009.

 

Year-over-Year Quarterly Comparisons

Net sales for the first quarter of 2009 were $9.2 million compared to net sales of $13.1 million in the corresponding period a year ago. Gross profit was $2.9 million, or 30.8% of net sales, compared to gross profit of $2.8 million, or 21.5% of net sales in the first quarter of 2008.  Total selling, general and administrative expenses were $5.3 million compared to $6.1 million in the first quarter of last year. The Company reported a net loss of $1.3 million, or ($0.05) per fully diluted share versus a net loss of $1.0 million, or ($0.04) per fully diluted share in the first quarter of 2008.

 

Sequential Quarterly Comparisons

Net sales for the first quarter of 2009 were $9.2 million compared to net sales of $15.6 million in the fourth quarter of 2008. Gross profit was $2.9 million, or 30.8% of net sales, compared to $3.0 million, or 18.9% of net sales for the fourth quarter of last year.  Total selling, general and administrative expenses were $5.3 million compared to $8.7 million in the fourth quarter of 2008. The Company reported a net loss of $1.3 million, ($0.05) per fully diluted share versus a net loss of $5.2 million, or ($0.19) per fully diluted share in the fourth quarter of last year.

 

Commenting on the results, Mike Hessong, interim chief executive officer of the Company, said, “In the current difficult environment, we continue to focus on managing inventory, reducing expenses, and preserving our strong cash and balance sheet position. While we expected continued pressure on our top line, we were able to increase our gross margin and reduce certain operating expenses, which is reflected in our improved operating performance versus a year ago.  During the quarter, we also developed a new web site, sold our one millionth pair of Heelys in Japan and launched a new grass roots driven marketing campaign. While we are not assuming an improvement in the overall retail environment during the near-term, we are encouraged by the early reaction to our new styles and we believe that we are in a better position from both a product and inventory standpoint as we head towards the summer and back-to-school selling seasons.”

 

Balance Sheet

As of March 31, 2009, the Company had cash and cash equivalents of $66.1 million compared with $100.8 million as of March 31, 2008 and $68.4 million as of December 31, 2008.  As a reminder, the Company paid a special one-time dividend of $1 per share of common stock, totaling $27.6 million in the fourth quarter of 2008. Inventory as of March 

 



 

31, 2009 decreased to $11.6 million versus $12.2 million as of March 31, 2008 and $12.1 million as of December 31, 2008.

 

Strategic Review

The Company also announced that its board of directors has completed its previously announced review of strategic alternatives for the Company. With the assistance of its investment banking advisor, Houlihan Lokey, the review consisted of an extended and extensive process of analyzing and exploring various strategic alternatives for enhancing shareholder value, including the potential sale of the Company as well as other acquisitions and opportunities. Heelys’ Board of Directors has determined that it is currently in the best interest of the company and its stockholders to continue operating and building Heelys as an independent company. The Board’s determination was made in light of various factors, including the Company’s current operating results, the Board’s interest in enhancing the Company’s management team, and the existing acquisition environment for discretionary consumer product companies.

 

Gary Martin, Chairman of the Board commented “The Board will continue to evaluate the Company’s opportunities in order to maximize the long-term growth potential of this business and increase shareholder value. At the same time, the management team will remain focused on executing our current business plan and navigating through this challenging economic environment.”

 

Conference Call Information

A conference call to discuss first quarter fiscal 2009 financial results is scheduled for today (May 14, 2009) at 4:30 PM Eastern Time.  A webcast of the call will take place simultaneously and can be accessed by clicking http://investors.heelys.com/index.cfm or www.opencompany.info. To listen to the broadcast, your computer must have Windows Media Player installed.  If you do not have Windows Media Player, go to the latter site prior to the call, where you can download the software for free.

 

About Heelys, Inc.

Heelys, Inc. designs, markets and distributes innovative, action sports-inspired products under the HEELYS® brand targeted to the youth market.  The Company’s primary product, HEELYS-wheeled footwear, is patented dual purpose footwear that incorporates a stealth, removable wheel in the heel.  HEELYS-wheeled footwear allows the user to seamlessly transition from walking or running to rolling by shifting weight to the heel.  Users can transform HEELYS-wheeled footwear into street footwear by removing the wheel.  HEELYS-wheeled footwear provides users with a unique combination of fun and style that differentiates it from other footwear and wheeled sports products.

 

Forward Looking Statements

Certain statements in this press release and oral statements made from time to time by representatives of the Company are “forward-looking statements” for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995, including in particular, statements regarding our guidance, outlook for future events, financial performance, customer demand, growth and profitability. In some cases, you can identify forward-looking statements by terminology such as “subject to,” “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates,”  “may,” “will,” “should,” “can,” the negatives thereof, variations thereon, similar expressions, or discussions of strategy.  All forward-looking statements are based upon management’s current expectations and various assumptions, but they are inherently uncertain, and the Company may not realize its expectations and the underlying assumptions may not prove correct.  The Company’s actual results and the timing of events could differ materially from those described in or implied by the forward-looking statements as a result of risks and uncertainties, including, without limitation, the fact that substantially all of the Company’s net sales are generated by one product, continued changes in fashion trends and consumer preferences and general economic conditions, the Company’s intellectual property may not restrict competing products that infringe on its patents from being sold, the Company’s dependence on independent manufacturers, the Company may not be able to successfully introduce new product categories, the outcome of lawsuits filed against the Company, which could have a material adverse effect on us, and additional factors which are detailed in the Company’s filings with the Securities and Exchange Commission, including the Risk Factors contained in the Company’s Annual Report on Form 10-K.  Investors, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are only made as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

 



 

HEELYS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

(amounts in thousands, except for per share data)

 

 

 

Three-month period ended

 

 

 

March 31,

 

March 31,

 

 

 

2008

 

2009

 

 

 

 

 

 

 

Net sales

 

$

13,107

 

$

9,249

 

Cost of sales

 

10,283

 

6,398

 

Gross profit

 

2,824

 

2,851

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

6,081

 

5,310

 

Loss from operations

 

(3,257

)

(2,459

)

 

 

 

 

 

 

Other (income) expense, net

 

(1,568

)

105

 

Loss before income taxes

 

(1,689

)

(2,564

)

 

 

 

 

 

 

Income tax benefit

 

(642

)

(1,254

)

 

 

 

 

 

 

Net loss

 

$

(1,047

)

$

(1,310

)

 

 

 

 

 

 

Net loss per share:

 

 

 

 

 

Basic

 

$

(0.04

)

$

(0.05

)

Diluted

 

$

(0.04

)

$

(0.05

)

 

 

 

 

 

 

Weighted-average shares:

 

 

 

 

 

Basic

 

27,076

 

27,571

 

Diluted

 

27,076

 

27,571

 

 



 

HEELYS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

(amounts in thousands)

 

 

 

December 31,

 

March 31,

 

 

 

2008

 

2009

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

68,446

 

$

66,097

 

Accounts receivable, net of allowances

 

6,594

 

5,788

 

Inventories

 

12,104

 

11,640

 

Prepaid and other current assets

 

831

 

1,435

 

Income taxes receivable

 

268

 

206

 

Deferred income tax benefits, net of valuation allowances

 

3,572

 

4,905

 

Total current assets

 

91,815

 

90,071

 

 

 

 

 

 

 

Property and Equipment, net of accumulated depreciation

 

1,007

 

980

 

 

 

 

 

 

 

Patents and Trademarks, net of accumulated amortization

 

310

 

307

 

 

 

 

 

 

 

Intangible Assets, net of accumulated amortization

 

1,412

 

1,250

 

 

 

 

 

 

 

Goodwill

 

1,668

 

1,563

 

 

 

 

 

 

 

Deferred Income Tax Benefits, net of valuation allowances

 

284

 

284

 

 

 

 

 

 

 

Total Assets

 

$

96,496

 

$

94,455

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts payable

 

$

1,910

 

$

1,583

 

Accrued expenses

 

5,091

 

4,802

 

Income taxes payable

 

1,347

 

1,388

 

Total current liabilities

 

8,348

 

7,773

 

 

 

 

 

 

 

Long Term Liabilities:

 

 

 

 

 

Income taxes payable

 

442

 

448

 

Other long term liabilities

 

1,331

 

1,019

 

 

 

 

 

 

 

Total Liabilities

 

10,121

 

9,240

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

Common stock

 

28

 

28

 

Additional paid-in capital

 

64,809

 

64,896

 

Retained earnings

 

21,657

 

20,347

 

Accumulated other comprehensive loss

 

(119

)

(56

)

Total stockholders’ equity

 

86,375

 

85,215

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

 

$

96,496

 

$

94,455