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)
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| DELAWARE
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1-9548
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02-0312554 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.) |
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| 200 Domain Drive, Stratham, NH
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03885 |
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| (Address of Principal Executive Offices)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-
2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-
4(c)) |
TABLE OF CONTENTS
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| Item 4.02 |
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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.
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99.1
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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. |
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99.2
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Press Release of The Timberland Company dated April 25, 2007, announcing the
acquisition of substantially all of the assets of IPATH, LLC. |
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