<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ______ to _________
Commission file number 0-21335
GARGOYLES, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Washington 91-1247269
------------------------ --------------------------------------
(State of Incorporation) (I.R.S. Employer Identification Number)
5866 SOUTH 194TH STREET
KENT, WASHINGTON 98032
(253) 796-2752
--------------------------------------------------------------------------
(Address and telephone number of registrant's principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
As of March 31, 1999, there were 7,822,191 outstanding shares of the
registrant's common stock, no par value, which is the only class of common or
voting stock of the registrant.
<PAGE>
GARGOYLES, INC.
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
PAGE(S)
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PART 1 - FINANCIAL INFORMATION
Item 1: Financial Statements (Unaudited)
<S> <C>
Consolidated Balance Sheets .............................. 1
Consolidated Statements of Operations .................... 2
Consolidated Statements of Cash Flows .................... 3
Notes to Consolidated Financial Statements ............... 4
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations ........................ 5
Item 3: Quantitative and Qualitative Disclosure about Market Risk .. *
PART II - OTHER INFORMATION
Item 1: Legal Proceedings .......................................... 8
Item 2: Changes in Securities and Use of Proceeds .................. *
Item 3: Defaults upon Senior Securities ............................ *
Item 4: Submission of Matters to a Vote of Security Holders ........ *
Item 5: Other Information .......................................... *
Item 6: Exhibits and Reports on Form 8-K ........................... 8
* Omitted as not applicable
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<PAGE>
GARGOYLES, INC.
CONSOLIDATED BALANCE SHEETS
</TABLE>
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 309,216 $ 194,314
Trade receivables, net 6,296,582 2,251,226
Inventories, net 7,672,312 8,558,276
Other current assets and
prepaid expenses 1,645,726 2,031,261
------------- -------------
Total current assets 15,923,836 13,035,077
Property and equipment, net 1,347,289 1,510,333
Intangibles, net 12,864,719 13,004,935
Other assets 278,001 457,599
------------- -------------
Total assets $ 30,413,846 $ 28,007,943
============ =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 6,273,373 $ 5,923,196
Accrued expenses and other
current liabilities 5,924,413 7,130,212
Current portion of long-term debt 31,615,289 28,526,379
------------- ------------
Total current liabilities 43,813,075 41,579,787
Long-term debt, net of current portion - -
Commitments and contingencies
Deferred license income 550,000 600,000
Shareholders' equity:
Preferred stock - -
Common stock, no par value,
authorized shares -- 40,000,000,
issued and outstanding --
7,822,191 and 7,837,191,
respectively 26,529,282 26,529,282
Accumulated deficit (40,503,822) (40,735,481)
Cumulative translation adjustment 25,311 34,356
------------- ------------
Total shareholders' equity (13,949,229) (14,171,843)
------------- ------------
Total liabilities and shareholders'
equity $ 30,413,846 $ 28,007,943
============ ============
See accompanying notes to the Consolidated Financial Statements
</TABLE>
<PAGE>
GARGOYLES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
---------------------------------
1999 1998
------------ -------------
<S> <C> <C>
Net sales $ 9,348,011 $ 11,478,519
Cost of sales 3,959,158 5,113,878
------------ ------------
Gross profit 5,388,853 6,364,641
License income 182,233 -
------------ ------------
5,571,086 6,364,641
------------ ------------
Operating expenses:
Sales and marketing 2,424,624 4,422,310
General and administrative 1,376,111 1,791,871
Shipping and warehousing 551,396 634,517
Product development 111,376 197,818
Provision for doubtful accounts 88,272 65,997
------------ ------------
Total operating expenses 4,551,778 7,112,513
------------ ------------
Income (loss) from operations 1,019,308 (747,872)
Interest (expense) (787,649) (794,302)
------------ ------------
Income (loss) before income taxes 231,659 (1,542,174)
Income tax provision - -
------------ ------------
Net income (loss) $ 231,659 $ (1,542,174)
============ ============
Basic and diluted net income (loss)
per share $ .03 $ (0.20)
============ ============
See accompanying notes to the Consolidated Financial Statements
</TABLE>
<PAGE>
GARGOYLES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------------
1999 1998
------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ 231,659 $ (1,542,174)
Adjustments to reconcile net income
(loss) to net cash used in
operating activities:
Depreciation 177,088 219,930
Amortization 292,317 352,173
Deferred license income (50,000) -
Changes in assets and liabilities:
Accounts receivable (4,045,356) (1,646,489)
Inventories 885,964 744,414
Other current assets and
other assets 154,303 (616,029)
Accounts payable, accrued
expenses and other current
liabilities (598,315) 649,756
------------- -------------
Net cash used in operating activities (2,952,340) (1,838,419)
------------- -------------
INVESTING ACTIVITIES
Acquisition of property and equipment (12,622) (90,034)
FINANCING ACTIVITIES
Net proceeds under revolving
credit line 3,088,910 1,762,859
Effect of foreign currency
translation on cash ( 9,046) (22,741)
------------- -------------
Net increase (decrease) in cash 114,902 (188,335)
Cash and cash equivalents, beginning
of period 194,314 892,176
------------- -------------
Cash and cash equivalents, end
of period $ 309,216 $ 703,841
============ ============
See accompanying notes to the Consolidated Financial Statements
</TABLE>
<PAGE>
GARGOYLES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(UNAUDITED)
1. INTERIM FINANCIAL STATEMENTS
- --------------------------------
The accompanying consolidated financial statements of Gargoyles, Inc. and
its subsidiaries ("Gargoyles" or the "Company") are unaudited and include, in
the opinion of management, all normal recurring adjustments necessary to present
fairly the consolidated financial position at March 31, 1999 and the related
consolidated results of operations and cash flows for the periods presented.
Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission. These condensed consolidated financial
statements should be read in conjunction with the Company's audited consolidated
financial statements and the related notes thereto included in the Company's
1998 Annual Report on Form 10-K/A, Amendment No. 2, as filed with the Securities
and Exchange Commission.
The Company's net sales are subject to seasonal variations. Accordingly,
the results of operations for the period ended March 31, 1999 are not
necessarily indicative of the results that may be expected for the entire year.
2. BASIS OF PRESENTATION
- -------------------------
The consolidated financial statements are presented in accordance with
generally accepted accounting principles applicable to a going concern, which
principles contemplate, among other things, realization of assets and payment of
liabilities in the normal course of business. Gargoyles incurred significant
operating losses in 1998 and has a net working-capital deficit of $27.9 million
and a tangible net worth deficit of $26.8 million at March 31, 1999. The
Company was unable to make a scheduled payment on its bank debt in December
1997, and at the Company's request, its banking arrangements were restructured
in 1998. The Company also has had difficulty paying suppliers on a timely basis
and has made arrangements with certain suppliers to provide for unsecured
promissory notes and payment schedules for past due amounts and to provide
letters of credit for a portion of the purchase price of future orders.
The Company is exploring various options designed to maximize shareholder
value, including the possible sale of equity or convertible debt securities and
the restructuring of its bank facilities to fund working capital. The Company's
bank debt is due on May 28, 1999. In addition, management is seeking to reduce
expenses to levels that can be sustained by operations. However, there can be
no assurance that the Company will be successful in its strategy to reduce
costs, in its efforts to raise additional capital or secure additional debt
financing. The consolidated financial statements do not give effect to
adjustments, if any, that may be necessary should the Company be unable to
continue as a going concern and therefore realize its assets and liquidate its
liabilities in other than the normal course of business and at amounts different
from those shown in these consolidated financial statements.
3. INVENTORIES
- ---------------
Inventories consist of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Materials .................................. $ 4,007,642 $ 4,204,151
Finished goods ............................. 4,304,540 4,934,896
Reserves for excess, slow-moving and
obsolete inventories ................. (639,870) (580,771)
------------ ------------
Inventories, net ................ $ 7,672,312 $ 8,558,276
============ ============
</TABLE>
4. INCOME TAXES
- ----------------
The Company recorded no income tax provision or benefit relating to the net
income or loss for the three-month periods ended March 31, 1999 and 1998. In
1999 the Company utilized its net operating losses to eliminate any provision
for income taxes. In 1998 an income tax benefit was not recorded since a future
benefit was not assured.
5. DEBT
- --------
On April 30, 1999, the Company's credit agreement was further amended to
defer the maturity date for all borrowings from April 30, 1999 to May 28, 1999,
and to permit the Company to borrow up to $2,400,000 in excess of the amount the
Company would otherwise be permitted to borrow based on collateral requirements
as set forth in the credit agreement. The Company had unused sources of
liquidity of $1.2 million at March 31, 1999, consisting of cash and excess
availability under its operating debt facility.
6. EARNINGS PER SHARE
- ----------------------
The weighted-average number of common shares used in the calculation of
basic and diluted earnings per share for the quarters ended March 31, 1999 and
1998 is 7,822,191 and 7,774,969, respectively. For purposes of calculating
diluted earnings per share common stock equivalents have not been included as
their effect would be antidilutive.
7. RECLASSIFICATIONS
- ---------------------
Certain reclassifications have been made to the prior years' financial
statements to conform to the current year's presentation.
8. LITIGATION
- --------------
On November 18, December 4 and December 9, 1998 the State of Washington
Department of Revenue assessed the Company, in the aggregate, $475,830 plus
interest in business and occupation taxes and use taxes allegedly due and
payable related to the Company's operations during various periods between
January 1, 1993 and June 30, 1997. At issue in this matter is the Company's
status as a "manufacturer" or "wholesaler" as such terms are defined by the
state of Washington's business and occupation and use tax statutes. The Company
has retained counsel in this matter and intends to appeal and to vigorously
defend the Department's assessment.
On May 11, 1998, Morris Rosenbloom & Co., Inc. filed an action against the
Company in the Supreme Court of the State of New York for Wayne County, under
Index No. 44010. In the lawsuit, plaintiff alleges breach of contract due to
the Company's failure to accept a return of sunglasses under the terms of a
Repurchase Agreement between Morris Rosenbloom and the Company. Plaintiff
claims damages from the Company in excess of $500,000. The Company has retained
counsel to represent it in this matter and intends to defend vigorously the
plaintiff's claims. The Company believes that the ultimate resolution of this
matter will not have a material adverse effect on its results of operations or
financial position.
The Company also is a party to various other claims, complaints and legal
actions that have arisen in the ordinary course of business from time to time.
The Company believes that the outcome of all such pending legal proceedings, in
the aggregate, will not have a material adverse effect on its results of
operations or financial position.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
- -------------------------------------------------------------------------------
FORWARD-LOOKING STATEMENTS
- --------------------------
Certain statements within this report constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of the Company or industry results, to differ materially from
the anticipated results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, without limitation, the
factors discussed in the Company's Annual Report, as amended, on Form 10-K/A
under factors discussed in connection with the forward-looking statements.
Forward-looking statements reflect management's views, estimates and opinions at
the date on which the statements are made. The Company undertakes no obligation
to update forward-looking statements to reflect changes in circumstances or
changes in the views, estimates or opinions of management that occur after the
statements are made. Because of the inherent uncertainty of forward-looking
statements and because circumstances or management's views, estimates and
opinions may change, investors are cautioned not to place undue reliance on
forward-looking statements. Certain forward-looking statements are identified
with a cross-reference to this paragraph.
GENERAL
- -------
Gargoyles designs, assembles, markets and distributes a broad range of
sunglasses and eyewear products. The Company competes primarily in the premium
sunglass markets by offering a diverse line of products marketed under a number
of brands owned by the Company or licensed from third parties. The Company's
principal brands include Gargoyles Performance Eyewear, Gargoyles Protective
Eyewear, Hobie Polarized Sunglasses, Stussy EyeGear, Anarchy Eyewear, Angel
Eyewear, Tomichi Studio and Private Eyes.
The Company operates both directly and through three wholly-owned
subsidiaries: H.S.C., Inc., a Washington corporation, Sungold Eyewear, Inc., a
Washington corporation, and Private Eyes Sunglass Corporation, also a Washington
corporation.
RESULTS OF OPERATIONS
- ---------------------
The following table sets forth results of operations, as a percentage of
net sales, for the periods indicated:
<TABLE>
<CAPTION>
Three Months
Ended
March 31,
--------------------
1999 1998
------- -------
<S> <C> <C>
Net sales ............................... 100.0% 100.0%
Cost of sales ........................... 42.4 44.6
------- ------
Gross profit ............................ 57.7 55.5
License income .......................... 1.9 -
Operating expenses:
Sales and marketing ................... 25.9 38.5
General and administrative ............ 14.7 15.6
Shipping and warehousing .............. 5.9 5.5
Product development .............. 1.2 1.7
Provision for doubtful accounts .9 .6
------ ------
Total operating expenses ................ 48.7 62.0
------ ------
Income (loss) from operations ........... 10.9% (6.5)%
======= =======
</TABLE>
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998
- -------------------------------------------------------------------------------
Net sales. Net sales decreased to $9.3 million for the quarter ended March
31, 1999 from $11.5 million for the quarter ended March 31, 1998. This decrease
was primarily due to the disposition of various unprofitable businesses during
1998, which included the sale of the Company's Timberland Eyewear division, the
termination of the Ellen Tracy License Agreement and the closing of the
Company's London office.
Gross profit. Gross profit decreased to $5.4 million for the quarter ended
March 31, 1999 from $6.4 million for the quarter ended March 31, 1998. The
decrease in gross profit in 1999 as compared to 1998 was due primarily to
reduced sales. As a percentage of net sales, gross profit increased to 57.7% in
the 1999 quarter from 55.5% in the 1998 quarter, primarily due to reduced sales
of excess inventory in the 1999 quarter.
License income. License income increased to $182,000 for the quarter ended
March 31, 1999 compared to zero for the quarter ended March 31, 1998. License
income in first quarter 1999 was the result of sales of product by a licensee,
and amortization of license income over a 3-year period.
Operating expenses. Operating expenses decreased to $4.6 million for the
quarter ended March 31, 1999 from $7.1 million for the quarter ended March 31,
1998. As a percentage of net sales, operating expenses decreased to 48.7% in the
1999 quarter from 62.0% in the 1998 quarter. Sales and marketing expenses
decreased $2 million in the 1999 quarter, primarily as a result of the
disposition of various unprofitable businesses and cost reduction efforts. As a
percentage of net sales, sales and marketing expenses decreased to 25.9% in the
1999 quarter from 38.5% in the 1998 quarter. General and administrative expenses
decreased $482,000 in the 1999 quarter, primarily as a result of the disposition
of various unprofitable businesses and the Company's cost cutting measures. As a
percentage of net sales, general and administrative expenses decreased to 14.7%
in the 1999 quarter from 15.6% in the 1998 quarter. Shipping and warehousing
expenses decreased $84,000 in the 1999 quarter, primarily as a result of the
disposition of various unprofitable businesses. As a percentage of net sales,
shipping and warehousing expenses increased to 5.9% in the 1999 quarter from
5.5% in the 1998 quarter. Product development expenses decreased $86,000 in the
1999 quarter, primarily as a result of management's efforts to contain certain
costs. As a percentage of net sales, product development expenses decreased to
1.2% in the 1999 quarter from 1.7% in the 1998 quarter. Provision for doubtful
accounts increased $22,000 in the 1999 quarter. As a percentage of net sales,
provision for doubtful accounts increased to .9% in the 1999 quarter from .6% in
the 1998 quarter. The decrease in total operating expenses of $2.6 million is
primarily the result of the disposition of various unprofitable businesses and
the Company's cost-cutting measures.
Income (loss) from operations. The Company generated income from operations
of $1 million for the quarter ended March 31, 1999 compared to a loss from
operations of $748,000 for the quarter ended March 31, 1998.
Interest (expense). Interest expense was $788,000 for the quarter ended
March 31, 1999 compared with interest expense of $794,000 for the quarter ended
March 31, 1998. The Company's outstanding borrowings were $31.6 million at
March 31, 1999 compared to $30.9 million at March 31, 1998.
Income tax provision (benefit). The Company's income tax provision was zero
for both quarters ended March 31, 1999 and March 31, 1998. In 1999 the Company
utilized its net operating losses to eliminate any provision for income taxes,
and in 1998 an income tax benefit was not recorded since a future benefit was
not assured.
Net income (loss). As a result of the items discussed above, the Company's
net income was $232,000 or $.03 per share for the quarter ended March 31, 1999
compared to a net loss of $1.5 million or $.20 per share for the quarter ended
March 31, 1998.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Historically, the Company has relied primarily on cash from operations,
borrowings and its initial public offering of common stock to finance its
operations. Cash used in the Company's operating activities totaled $3 million
and $1.8 million for the three months ended March 31, 1999 and 1998,
respectively. The Company's cash used in operating activities increased in the
first quarter of 1999 by $1.2 million compared to the first quarter of 1998 due
primarily to (i) an increase in the early-season buildup of accounts receivable
by $4.0 million, (ii) a decrease in net inventories by $886,000 in the first
quarter of 1999 compared to a $744,000 million decrease in inventories in the
first quarter of 1998 and (iii) net payments to vendors on accounts payable and
other payments in 1999. Cash used in the Company's investing activities, to fund
acquisitions of property and equipment, totaled $13,000 and $90,000 for the
three months ended March 31, 1999 and 1998, respectively. Cash provided by the
Company's financing activities, primarily proceeds from bank debt, totaled $3
million and $1.8 million for the three months ended March 31, 1999 and 1998,
respectively. As of March 31, 1999, the Company had unused sources of liquidity
of $1.2 million, consisting of cash and cash equivalents of $309,000 and
borrowings available under its revolving loan of $900,000.
On April 30, 1999, the Company's credit agreement was further amended to
defer the maturity date for all borrowings from April 30, 1999 to May 28, 1999,
and to permit the Company to borrow up to $2,400,000 in excess of the amount the
Company would otherwise be permitted to borrow based on collateral requirements
as set forth in the credit agreement. The Company will be unable to pay the
bank debt, absent the Company obtaining additional financing or raising
additional capital through the sale of securities.
The Company has had difficulty paying suppliers on a timely basis, and has
made arrangements with certain suppliers to provide for payment schedules for
past due amounts and to provide letters of credit for a portion of the purchase
price of future orders. Failure of operations or expense reduction efforts to
meet the Company's expectations, unanticipated expenses, loss of continued
cooperation of the Company's key suppliers or the bank, third-party claims or
adverse developments in pending litigation could result in additional cash
requirements that could be difficult or impossible to satisfy and could require
the Company to further reduce its operating expenditures, to curtail operations,
or to dispose of operating assets to enable it to continue operations. The
Company is exploring various options designed to maximize shareholder value,
including the possible sale of equity or convertible debt securities to fund
working capital and, in part, to refinance the Company's bank debt obligations
which are due May 28, 1999, but there can be no assurance that such financing
will be available on a timely basis, on favorable terms or at all. See "Forward-
Looking Statements."
SEASONALITY
- -----------
The Company's net sales generally have been higher in the period from March
to September, the period during which sunglass purchases are highest. As a
result, operating income is typically lower in the first and fourth quarters as
fixed operating costs are spread over lower sales volume. See "Forward-Looking
Statements." The Company experiences higher accounts receivable during March
through September as a result of higher sales during this period. The Company's
quarterly results of operations have fluctuated in the past and may continue to
fluctuate as a result of a number of factors, including seasonal cycles, the
timing of new product introductions, the timing of orders by the Company's
customers, the mix of product sales and the effects of weather conditions on
consumer purchases.
<PAGE>
PART II - OTHER INFORMATION
---------------------------
ITEM 1. LEGAL PROCEEDINGS
- -------------------------
There have been no material changes in legal proceedings reported in the
Company's 1998 Annual Report, as amended, on Form 10-K/A, Amendment No. 2, filed
with the Securities and Exchange Commission on April 30, 1999.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ----------------------------------------
(a) EXHIBITS
Exhibit 10.1 Thirteenth Amendment to First Amended and Restated
Credit Agreement dated April 30, 1999 by and
between U.S. Bank National Association, successor
by merger to U.S. Bank of Washington, National
Association, and Gargoyles, Inc.
Exhibit 27.1 Financial Data Schedule
(b) REPORTS ON FORM 8-K
Form 8-K with respect to a change in the Company's auditors was
filed with the Securities and Exchange Commission on March 2, 1999.
Form 8-K/A Amendment No. 1 with respect to a change in the Company's
auditors was filed with the Securities and Exchange Commission on
March 12, 1999.
<PAGE>
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.
May 14, 1999 Gargoyles, Inc.
(Registrant)
/s/ Leo Rosenberger
-----------------------------------------
Leo Rosenberger, Chief Executive Officer,
Chief Financial Officer and Treasurer
<PAGE>
EXHIBIT 10.1
THIRTEENTH AMENDMENT TO FIRST AMENDED
AND RESTATED CREDIT AGREEMENT
This thirteenth amendment to first amended and restated credit agreement
("Amendment") is made and entered into as of April 30, 1999, by and between U.
S. BANK NATIONAL ASSOCIATION, successor by merger to U. S. Bank of Washington,
National Association ("U. S. Bank"), and GARGOYLES, INC., a Washington
corporation ("Borrower").
R E C I T A L S:
----------------
A. On or about April 7, 1997, U. S. Bank and Borrower entered into that
certain first amended and restated credit agreement (together with all
amendments, supplements, exhibits, and modifications thereto, the "Credit
Agreement") whereby U. S. Bank agreed to extend certain credit facilities to
Borrower. U. S. Bank and Borrower have entered into 12 previous amendments to
the Credit Agreement.
B. The purpose of this Amendment is to set forth the terms and conditions
upon which U. S. Bank will extend the expiry and maturity dates of the Loans
and modify the Borrowing Base.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
set forth herein, the parties agree as follows:
ARTICLE I. AMENDMENT; DEFINITIONS
- ----------------------------------
1.1 Amendment
- --------------
The Credit Agreement and each of the other Loan Documents are hereby
amended as set forth herein. Except as specifically provided for herein, all
of the terms and conditions of the Credit Agreement and each of the other Loan
Documents shall remain in full force and effect throughout the terms of the
Loans, as well as any extensions or renewals thereof.
1.2 Definitions
- ----------------
As used herein, capitalized terms shall have the meanings given to them in
the Credit Agreement, except as otherwise defined herein, or as the context
otherwise requires. Section 1.1 of the Credit Agreement is hereby amended to
modify the following definition:
"Commitment Period" means the period beginning on April 7, 1997, and
ending on May 28, 1999.
ARTICLE II. MODIFICATION OF EXPIRY AND MATURITY DATES
- --------------------------------------------------------
2.1 Revolving Loan and Letters of Credit
- -----------------------------------------
By virtue of the modification to the definition of "Commitment Period,"
the expiry date of U. S. Bank's commitment under the Revolving Loan and U. S.
Bank's commitment to issue Letters of Credit, as well as the maturity date of
the Revolving Loan has been modified to May 28, 1999.
2.2 Term Loan I and Term Loan II
- ---------------------------------
Section 3.5(b), (c) and (d) of the Credit Agreement are hereby deleted in
their entirety and are replaced with the following:
(b) On May 28, 1999, Borrower shall pay U. S. Bank all outstanding
principal, accrued interest and other charges with respect to Term Loan I and
Term Loan II.
2.3 Equipment Loans
- --------------------
Section 4.5(b) and (c) of the Credit Agreement are hereby deleted in their
entirety and are replaced with the following:
(b) On May 28, 1999, Borrower shall pay U. S. Bank all outstanding
principal, accrued interest and other charges with respect to each Equipment
Loan.
2.4 Amendment of Notes
- -----------------------
Each of the Notes is hereby amended to reflect that the maturity date of
each of the Loans has been modified to May 28, 1999.
ARTICLE III. MODIFICATION OF BORROWING BASE
- ---------------------------------------------
Section 2.8(a) of the Credit Agreement is hereby deleted in its entirety
and replaced with the following:
(a) The outstanding balance of principal and interest on the Revolving
Loan (including outstanding Letters of Credit) shall at no time exceed an
amount equal to:
(i) 80 percent of Eligible Accounts Receivable, plus
(ii) 65 percent of Eligible Foreign Accounts Receivable; provided
that the maximum advance based upon Eligible Foreign Accounts Receivable is
limited to $1,000,000, plus
(iii) 65 percent of Eligible Inventory; provided that the maximum
advance based upon Eligible Inventory is limited to $8,000,000, plus
(iv) (i) during the period from March 4, 1999, through March 9,
1999, $750,000, (ii) during the period from March 10, 1999, through March 16,
1999, $1,250,000, and (iii) during the period from April 30, 1999, through
May 28, 1999, $2,400,000 ("BORROWING BASE").
ARTICLE IV. CONDITIONS PRECEDENT
- ---------------------------------
The modifications set forth in this Amendment shall not be effective
unless and until the following conditions have been fulfilled to U. S. Bank's
satisfaction:
(a) U. S. Bank shall have received this Amendment, duly executed and
delivered by Borrower, H.S.C., Inc., Sungold Eyewear, Inc. and Private Eyes
Sunglass Corporation.
(b) There shall not exist any Default or Event of Default.
(c) All representations and warranties of Borrower contained in the
Credit Agreement or otherwise made in writing in connection therewith or
herewith shall be true and correct and in all material respects have the same
effect as though such representations and warranties had been made on and as of
the date of this Amendment.
(d) U. S. Bank shall have received a certified resolution of the board of
directors of Borrower and each of the undersigned guarantors in a form
acceptable to U. S. Bank.
ARTICLE V. GENERAL PROVISIONS
- ------------------------------
5.1 Representations and Warranties
- -----------------------------------
Borrower hereby represents and warrants to U. S. Bank that as of the date
of this Amendment and after having given effect to any waivers and
modifications to definitions set forth in this Amendment, there exists no
Default or Event of Default. All representations and warranties of Borrower
contained in the Credit Agreement and the Loan Documents, or otherwise made in
writing in connection therewith, are true and correct as of the date of this
Amendment. Borrower acknowledges and agrees that all of Borrower's
Indebtedness to U. S. Bank is payable without offset, defense, or counterclaim.
5.2 Security
- -------------
All Loan Documents evidencing U. S. Bank's security interest in the
Collateral shall remain in full force and effect, and shall continue to secure,
without change in priority, the payment and performance of the Loans, as
amended herein, and any other Indebtedness owing from Borrower to U. S. Bank.
5.3 Guaranties
- ---------------
The parties hereto agree that the Guaranties shall remain in full force
and effect and continue to guarantee the repayment of the Loans to U. S. Bank
as set forth in such Guaranties.
5.4 Payment of Expenses
- ------------------------
Borrower shall pay on demand all costs and expenses of U. S. Bank incurred
in connection with the preparation, negotiation, execution, and delivery of
this Amendment and the exhibits hereto, including, without limitation,
attorneys' fees incurred by U. S. Bank.
5.5 Survival of Credit Agreement
- ---------------------------------
The terms and conditions of the Credit Agreement and each of the other
Loan Documents shall survive until all of Borrower's obligations under the
Credit Agreement have been satisfied in full.
5.6 Release of Claims
- ----------------------
IN CONSIDERATION FOR U. S. BANK'S AGREEMENT TO ENTER INTO THIS AMENDMENT,
BORROWER, H.S.C., INC., SUNGOLD EYEWEAR, INC., AND PRIVATE EYES SUNGLASS
CORPORATION EACH HEREBY RELEASES AND FOREVER DISCHARGES U. S. BANK, ITS
PREDECESSORS AND SUCCESSORS-IN-INTEREST, AND THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS FROM ANY AND ALL CLAIMS,
DEMANDS, DAMAGES, LIABILITIES, CHARGES, ACTIONS, LOSSES, CAUSES OF ACTION,
COSTS, EXPENSES, COMPENSATION, AND SUITS OF ANY KIND, PAST, PRESENT OR FUTURE,
ARISING FROM OR ALLEGED TO ARISE FROM THEIR BUSINESS RELATIONSHIP, INCLUDING
THE RELATIONSHIP PROVIDED FOR IN THE CREDIT AGREEMENT THROUGH THE DATE OF THIS
AMENDMENT, WHETHER KNOWN OR UNKNOWN. THIS RELEASE IS INTENDED TO BE COMPLETE
AND COMPREHENSIVE WITH RESPECT TO ALL SUCH CLAIMS. THIS RELEASE OF CLAIMS HAS
BEEN COMPLETELY READ AND FULLY UNDERSTOOD AND VOLUNTARILY ACCEPTED FOR THE
PURPOSE OF MAKING A FULL AND FINAL COMPROMISE AND SETTLEMENT WITH RESPECT TO
ALL CLAIMS, DISPUTED OR OTHERWISE.
5.7 Counterparts
- -----------------
This Amendment may be executed in one or more counterparts, each of which
shall constitute an original agreement, but all of which together shall
constitute one and the same agreement.
5.8 Statutory Notice
- ---------------------
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON
LAW.
IN WITNESS WHEREOF, U. S. Bank and Borrower have caused this Amendment to
be duly executed by their respective duly authorized signatories as of the date
first above written.
GARGOYLES, INC., a Washington corporation
By: /s/ Leo Rosenberger
--------------------------
Title: Leo Rosenberger, CEO and CFO
U. S. BANK NATIONAL ASSOCIATION
By: /s/ Dave Larsen
--------------------------
David C. Larsen, Vice President
Each of the undersigned Guarantors hereby (i) reaffirms its Guaranty and its
Security Agreement, (ii) agrees that its Guaranty guarantees the repayment of
the Loans, as amended herein, (iii) agrees that its respective Security
Agreement and related collateral documents secures the payment and performance
of the Secured Obligations described in such Security Agreement, (iv)
acknowledges that its obligations pursuant to its Guaranty and Security
Agreement are enforceable without defense, offset, or counterclaim, and (v)
agrees to the release of claims set forth in Section 5.6 of this Amendment.
H.S.C., Inc., a Washington corporation
By: /s/ Leo Rosenberger
-----------------------------
Title: Leo Rosenberger, President and CFO
SUNGOLD EYEWEAR, INC., a Washington corporation
By: /s/ Leo Rosenberger
-----------------------------
Title: Leo Rosenberger, CEO and CFO
PRIVATE EYES SUNGLASS CORPORATION,
a Washington corporation
By: /s/ Leo Rosenberger
-----------------------------
Title: Leo Rosenberger, President and CFO
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENT OF OPERATIONS FOUND ON
PAGES 3 AND 4 OF THE COMPANY'S FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31,
1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1999
<CASH> 309,216
<SECURITIES> 0
<RECEIVABLES> 7,001,275
<ALLOWANCES> (704,693)
<INVENTORY> 7,672,312
<CURRENT-ASSETS> 15,923,836
<PP&E> 3,727,752
<DEPRECIATION> (2,380,463)
<TOTAL-ASSETS> 30,413,846
<CURRENT-LIABILITIES> 43,813,075
<BONDS> 0
0
0
<COMMON> 26,529,282
<OTHER-SE> (40,478,512)
<TOTAL-LIABILITY-AND-EQUITY> 30,413,846
<SALES> 9,348,011
<TOTAL-REVENUES> 9,530,244
<CGS> 3,959,158
<TOTAL-COSTS> 4,551,778
<OTHER-EXPENSES> 501
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 787,149
<INCOME-PRETAX> 231,659
<INCOME-TAX> 0
<INCOME-CONTINUING> 231,659
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 231,659
<EPS-PRIMARY> .03<F1>
<EPS-DILUTED> .03
<FN>
<F1>For purposes of this exhibit, Primary means Basic.
</FN>
</TABLE>
